Tesla shareholders are set to vote Thursday on whether to approve a record-breaking $1 trillion pay package for CEO Elon Musk — a deal that could cement his control over the company but has drawn intense scrutiny from investors and governance experts.
The package, tied to performance-based milestones in market capitalization, profit, and production, would be the largest compensation deal in corporate history. If approved, it could raise Musk’s ownership stake in Tesla from about 12 percent to over 25 percent.
Tesla Chair Robin Denholm has led a public campaign in recent weeks to rally support for the plan, arguing that Musk’s leadership is vital to maintaining the company’s innovative edge.
“Without Elon, Tesla could lose significant value, as our company may no longer be valued for what we aim to become — a transformative force in mobility, energy, and robotics,” Denholm said in an October 27 message to shareholders.
Musk has hinted that he may scale back his involvement in Tesla if the package — which he says ensures his “strong influence” over the company’s AI and robotics vision — is rejected.
The billionaire, who is also CEO of SpaceX and owner of X (formerly Twitter), said, “It’s not like I’m going to spend the money. It’s about having influence over what we’re building — a robot army.”
The shareholder vote will be finalized at Tesla’s annual meeting in Austin, Texas, where anti-Musk demonstrators are planning protests over the massive payout.
“A trillion dollars is way too much for any person,” said activist Ethan McBride. “This enriches the man who is funding the degradation of our democracy.”
Musk, with a net worth exceeding $500 billion, must meet 12 market cap milestones — starting with Tesla reaching $2 trillion in valuation — to unlock the full package. Additional goals include hitting profit and production targets such as delivering 20 million vehicles annually.
While Musk’s supporters cite his history of innovation and wealth creation, advisory firms like Glass Lewis and Institutional Shareholder Services (ISS) have urged investors to vote against the deal, calling it excessive and poorly structured.
ISS warned that the “unprecedented” scale of the plan could undermine accountability, as Musk’s financial incentives are already heavily tied to Tesla’s performance.
Major shareholders are divided. Norway’s sovereign wealth fund, one of Tesla’s largest investors, has said it will vote against the proposal, citing concerns over “the total size of the award and key person risk.” New York State Comptroller Thomas DiNapoli also opposed the plan.
However, Florida’s state pension fund and several U.S. investors have backed it, describing it as “the gold standard for executive compensation.”
The results of the vote — expected to be announced late Thursday — will determine whether Musk tightens his grip on Tesla’s future or faces renewed pressure to share power within the company he helped build into one of the world’s most valuable automakers.
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