Tesla's future is inextricably tied to Elon Musk's tenure. Chairman Robyn Denholm has issued the sternest warning yet to shareholders: if they reject Musk's trillion-dollar compensation package in the upcoming vote, the irreplaceable visionary may choose to leave, casting a dark shadow over Tesla's prospects.
The shareholder vote will close on November 5, with preliminary results expected at Tesla's annual meeting on November 6. Denholm and board members are reportedly intensively lobbying major institutional investors—including Vanguard, BlackRock, and State Street—to secure support for the proposal.
Denholm stressed that Musk losing motivation or stepping down would "negatively impact all shareholders." However, when pressed about contingency plans, she declined specifics, only acknowledging it would be a "bad outcome."
This isn't Musk's first compensation controversy. Last year, a 2018 $56 billion package approved by shareholders was voided by a Delaware court due to flawed board oversight. The new proposal revalues Musk's contributions over the next decade against this backdrop.
**Trillion-Dollar Pay vs. Musk’s AI Ambitions** The proposal faces fierce opposition. Proxy advisors Glass Lewis and ISS have recommended voting against it. A coalition of pension funds also published an open letter condemning the plan, accusing Tesla’s board of damaging its reputation with "relentless pursuit" of retaining Musk via excessive pay. New York’s pension chief labeled it "poorly designed and overpriced," urging rejection.
Musk fired back on X last week: "Tesla is worth more than all other car companies combined. Which CEO do you want running it? Certainly not me." He branded Glass Lewis and ISS "corporate terrorists," mocking the idea of building a robot army after being "ousted by their idiotic advice."
The package—potentially worth $1 trillion—includes 12 tranches of performance-linked restricted stock. It demands Musk achieve staggering goals: boosting Tesla’s valuation to $8.5 trillion, 24x profit growth, and selling millions of cars and humanoid robots. Full success would grant him 12% more Tesla shares; even half would make him the world’s first trillionaire.
Tesla argues Musk’s leadership is critical for its AI pivot, including autonomous driving and Optimus robot production. Musk has stated he needs 25% voting control to prevent Tesla’s AI from falling into "the wrong hands," like activist investors.
**Board: "No Plan B"** Denholm admitted Tesla has "no second Musk"—inside or outside the company. While the board discussed potential fallout if the vote fails, she downplayed fears of Musk taking "sudden, destructive" action.
She explained the package design: a special committee explored granting Musk voting rights without massive payouts but found "no such instrument," settling on restricted stock with economic benefits.
Musk’s wealth is deeply tied to Tesla’s stock, which tripled over five years as its market cap hit $1.4 trillion. He owns ~15% of Tesla and can vote on his pay. He’s also leveraged Tesla shares to fund acquisitions like X and ventures like xAI.
Beyond the pay vote, shareholders will decide on director reappointments and whether Tesla can invest in xAI—collectively forming a referendum on Musk’s leadership path.
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