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Tesla shareholders have overwhelmingly approved a monumental pay package for CEO Elon Musk, with over 75% of voting shares cast in favor. The landmark decision, announced during the company’s annual meeting in Austin, Texas, greenlights a compensation plan that could see Musk receive nearly $1 trillion if ambitious performance targets are met over the next decade. This approval marks a significant moment for Tesla’s corporate governance and Musk’s future with the electric vehicle giant.
Understanding the Compensation Structure
Introduced in September, this historic compensation structure is designed with 12 tranches of shares, each contingent upon Tesla achieving a series of aggressive market capitalization and operational milestones. Should all these challenging targets be reached, Musk’s ownership stake in Tesla would soar from approximately 13% to 25%, adding over 423 million shares to his holdings and significantly increasing his voting power within the company.
Ambitious Market Capitalization Targets
The first stock tranche activates when Tesla’s market capitalization hits $2 trillion, a notable leap from its current valuation of $1.54 trillion. Subsequent tranches require the company’s value to grow in increments of $500 billion, eventually reaching a staggering $6.5 trillion. For Musk to unlock the full package, Tesla’s market capitalization would need to peak at an unprecedented $8.5 trillion.
Key Operational Milestones
Beyond market valuation, the plan intricately links Musk’s potential earnings to critical operational achievements. These include:
- Reaching $50 billion to $400 billion in annual adjusted profit.
- Delivering a colossal 20 million vehicles globally.
- Securing 10 million active FSD (Full Self-Driving) subscriptions. The plan does not specify if free trials would count towards this goal. Tesla’s current ‘FSD Supervised’ system aims to evolve into fully autonomous operation without human oversight.
- Deploying 1 million Optimus humanoid robots.
- Launching 1 million robotaxis into commercial operation.
To date, Tesla has delivered more than 8 million vehicles, indicating the significant scale of these future targets.
Controversies and Protective Clauses
The approval comes despite strong recommendations from top proxy advisors, Glass Lewis and ISS, who urged shareholders to vote against the package. This new vote also follows a Delaware Court of Chancery ruling last year that deemed Musk’s previous 2018 pay plan improperly granted; that decision is currently under appeal at the Delaware State Supreme Court.
Additionally, the award terms include a list of “covered events” such as natural disasters, wars, pandemics, or changes in governmental regulations. These clauses could allow Musk to earn shares even if the company fails to meet the required operational milestones, providing a safety net under extraordinary circumstances.
Musk’s Vision and Broader Engagements
At the shareholder meeting, Musk passionately articulated a grand vision for Optimus robots, claiming they would “eliminate poverty,” provide “amazing medical care,” and even assist in the “containment of future crime” by tracking and deterring offenders. Despite these bold predictions, neither a market-ready Optimus robot nor a specific target launch date was provided.
In a separate proposal, shareholders also cast votes on whether to allow Tesla to invest in xAI, Musk’s artificial intelligence startup formed in March 2023 to rival OpenAI. Tesla’s general counsel, Brandon Ehrhart, noted that while more votes were in favor than against, a number of abstentions mean “next steps” are being considered.
Musk’s extensive portfolio includes leadership roles at SpaceX, Starlink, Neuralink, and The Boring Company, alongside his increasingly prominent political engagements. A recent paper by the National Bureau of Economic Research suggested that Tesla sales in the U.S. from October 2022 through April of this year could have been significantly higher—between 67% and 83%—without Musk’s “polarizing and partisan actions.” Notably, the newly approved pay plan places no restrictions on his political activities nor mandates a minimum time commitment to Tesla.