Tesla TSLA -2.85% ▼ shareholders approved a record-setting pay package for Chief Executive Elon Musk, a plan designed to motivate the world’s richest man with as much as $1 trillion in additional stock.
Flanked by dancing humanoid robots on a stage bathed in pink and blue light at the electric-vehicle maker’s Austin, Texas, headquarters, Musk thanked the crowd of shareholders who supported the pay package with more than 75% of the votes cast.
“What we’re about to embark upon is not merely a new chapter of the future of Tesla but a whole new book,” Musk said. “I guess what I’m saying is hang onto your Tesla stock,” he added later.
The measure was hotly debated, with some large shareholders taking opposing sides. The voting was largely seen as a referendum on the company’s longtime leader and his vision to shift Tesla’s focus to humanoid robots and artificial intelligence.
Musk, who is also CEO of SpaceX and xAI, had threatened on social media to leave Tesla if the measure had been rejected. He is already Tesla’s biggest shareholder, with a roughly 15% stake.
Musk had said he wanted a big enough ownership stake in Tesla to be comfortable that the “robot army” he was developing didn’t fall into the wrong hands, but not so large that he couldn’t be fired if he went “crazy.”
On another proposal that would authorize the Tesla board to invest in Musk’s artificial-intelligence company, xAI, Tesla General Counsel Brandon Ehrhart said more shares had been voted for the proposal than against, but there were many abstentions. He said the board would consider its next steps.
Musk had publicly endorsed the idea as he seeks to catch up in the AI race.
The new pay package, which includes 12 chunks of stock, could give Musk control over as much as 25% of Tesla if he hits a series of milestones and expands the company’s market capitalization to $8.5 trillion over the next 10 years. Its market cap is now around $1.5 trillion.
Tesla’s board described the package as pay for performance, designed to motivate Musk to transform the company with new products such as autonomous vehicles, robotaxis and humanoid robots.
“Having worked with him now for 11 years, I can say what motivates him is doing things that others can’t do or haven’t been able to do,” Tesla Chair Robyn Denholm said in an interview last week.
Tesla struggled to keep Musk’s attention earlier this year as he spent time in Washington running the Department of Government Efficiency. Tesla’s vehicle sales fell more than 13% in the first half of the year. After Musk left Washington in May, he turned his focus to his startup xAI and the development of its chatbot Grok, The Wall Street Journal reported.
The new pay package was opposed by several proxy advisers and institutional investors including the California Public Employees’ Retirement System, various New York City retirement systems, and Norges Bank Investment Management, which is the sixth-largest institutional shareholder with a 1.2% stake.
Institutional Shareholder Services, one of the proxy advisers that urged passive funds to vote down the compensation package, said it had concerns about the magnitude and design of the “astronomical” stock award.
Charles Schwab, which has a Tesla stake of about 0.6%, said Tuesday it would vote in favor of the package. “We firmly believe that supporting this proposal aligns both management and shareholder interests,” it said in a statement.
Huge stock awards tied to ambitious targets—sometimes called “moonshot” pay packages—are cast by proponents as a high-octane incentive for outstanding performance. Critics say they are often doubly flawed: overly expensive if targets prove easier than predicted; and counterproductive if the targets become unattainable and executives see little reason to stick around.
Musk’s new package is divided into 12 tranches. He could reach the first tranche if Tesla’s market cap grows to $2 trillion from around $1.5 trillion today, combined with an operational goal such as selling 11.5 million new vehicles, on top of the 8.5 million vehicles on the road.
More challenging milestones include selling one million robots to paying customers and maintaining an adjusted Ebitda of $400 billion. Last year, Tesla posted an adjusted Ebitda of $16 billion.
For each tranche he unlocks, Musk would receive equity equivalent to about 1% of Tesla’s current shares. Once he earns a tranche, he could vote those shares but wouldn’t be able to sell them until they vest, in either 7.5 years or 10 years.
Musk’s 2018 pay package, the most valuable on record before the 2025 package, is tied up in a dispute at the Delaware Supreme Court. Tesla is appealing a lower-court decision to rescind the 2018 pay package after a judge ruled in January 2024 that Tesla’s directors were beholden to Musk and the approval process for that package was tainted and lacked transparency.
Here is a breakdown of Musk’s current Tesla ownership:
