Tesla shareholders approve Elon Musk’s $1 trillion payday

With Elon Musk just receiving the richest pay package ever given to a CEO, it's risky to keep him at the helm of the company he built and a board that can't seem to run it without him.

In Thursday's vote, Tesla shareholders in Austin, Texas. blessed salary packagewhat is it worth up to 1 trillion dollars if Musk realizes dreams of robotaxis, humanoid robots and a market capitalization six times the current size of Tesla. Automaker as reported reported that more than 75% of voting shares supported the package.

The milestones planned for the next decade are equally ambitious like the title number itself – market capitalization of $8.5 trillion compared to $1.5 trillion today; adjusted EBITDA was approximately $400 billion; sales of 20 million cars; and the release of a million robotaxis and Optimus robots over the next decade. Achieving these goals would raise Musk's stake from about 15% to 25%, and handing over control would give him the increased influence he has long sought.

Musk has spent months pitching the new pay package as both a reward and a necessity – the price at which he must focus on the company that bears his name more than his title. On Tesla last earnings callhe linked his desire for greater control directly to his vision of a mechanized empire: “If we build this army of robots, will I even have much influence over this army of robots?” he asked. The board, for its part, seems willing to leave it up to its discretion.

Proponents of the payment plan say Tesla's vision is based on the vision and presence of one man: Musk. Last week, Chairman Robin Denholm called the vote a “watershed moment” for the company, warning that failure to pass could push Musk to quit or “fail to create an environment that motivates Elon to achieve great things,” she said, “which would cost Tesla significant value.” Longtime Tesla executive Dan Ives echoed that sentiment, calling Musk the company's “biggest asset” and saying the vote marks a “defining moment” in the “artificial intelligence revolution” with autonomous systems and robotics “in the spotlight.”

But Musk has been promising an artificial intelligence revolution at Tesla for years – robotaxis, humanoid workers, cars that drive themselves while their owners sleep. Instead, a series of demos, delays and prototypes emerged. The first dedicated robotaxi was unveiled in 2024, which isn't quite what Musk promised a few years earlier; in 2019, he said that “there will probably be more than a million robotaxis on the roads next year.” This year, some finally exist – a small pilot fleet cruising around Austin under human supervision.

Musk is equally optimistic about Optimus, a humanoid robot first revealed in 2022 that now performs routine factory tasks but is hesitant to go beyond them. Last year, Musk said Tesla could start selling Optimus by the end of 2025, and now another deadline flies in the face of reality. In typical Musk fashion, he has already predicted that Optimus will be “bigger than the car business itself.” But despite all the talk of autonomy, the company's future remains hands-on.

The package sets an extreme standard for CEO pay—not just in its size, but in the way it is formalized. It rewrites the relationship between performance and power, turning the compensation plan into a management modification. Even by Silicon Valley standards, this is a new precedent.

Musk has vowed to focus on Tesla this year. He's done everything but political detours into Washington, courting far-right leaders, etc. And Musk's artificial intelligence startup, xAI, now shares data and hardware with Tesla, blurring the lines between the companies he owns and the companies that pay him. For shareholders, this creates an uneasy symmetry: Musk continues to tell investors that his attention is priceless, even as Tesla continues to pay more to compete for it.

Opposition to the wage package was loud. The $1.6 trillion Norwegian wealth fund – Tesla's ninth-largest shareholder – voted against it, calling the deal ahead of the vote “oversized” and “overly dilutive.” Trusted advisers ISS and Glass Lewis echoed that view, warning that the plan could result in the transfer of “an unprecedented amount of wealth” without any restrictions. (Musk then called them “corporate terrorists” on Tesla's latest earnings report.)

A government group—CtW, CalPERS, the New York State Pension Fund—also lined up in opposition, arguing that the deal would strengthen Musk's control while pretending to limit it. In a statement, CalPERS said the package is “many orders of magnitude larger than the CEO compensation packages of comparable companies” and “will further concentrate power in the hands of a single shareholder.”

Dissent never seemed to have a chance. Tesla's advice, which some say operates on autopilot, largely follows the whims of the person behind the wheel. But while a $1 trillion payday may survive a few angry shareholders, what's not easy to shake off are reminders that Tesla's management model begins and ends with the man who designed it.

Musk's previous pay package, worth nearly $56 billion, was overturned in January 2024 by a Delaware judge, Chancellor Kathleen McCormick, who called it “deeply flawed” and the board “lazy” in the eyes of the CEO. The judge went on to say that Musk “controlled Tesla” and wondered if anyone ever asked the “$55.8 billion question” – whether the package was even necessary – and ruled that shareholders were not “fully informed” when they approved it. That decision, which is still pending, helped Tesla move to Texas, where rules are friendlier to founders and far less lenient on dissenters.

This means that any challenge to the pay package in court this time around will likely not look like the original.

Under Tesla's new charter, only investors who own at least 3% of the company's shares can sue on its behalf. The rest of us will have to settle for grumbling about X—or filing federal disclosure lawsuits that will likely go nowhere quickly. Tesla also declared the Texas Business Court to be the exclusive forum for “domestic” disputes, eliminating Delaware entirely. This shift makes shareholder problems less likely, slower and more costly—more trench warfare than outright rebellion. This combination pushes most retail investors into the cheap seats and makes copy-and-paste versions of Delaware's problem unlikely.

Groups critical of Musk have raised safety concerns following the passage of the pay package.

“Safety checks are increasing, customers are switching to competitors, and market share continues to decline,” Tesla Takedown said in a statement. “This is not a reward for performance, but a reward for failure. “Musk just received the world’s most expensive prize for participating while Tesla is burning,” the company added.

“Autonomous vehicles have the potential to save lives and be a transformative technology, but only if they are used responsibly,” said SAVE-US Campaign Director Shua Sanchez. “This payment plan creates a dangerous financial incentive to throw partially autonomous vehicles and robotaxis onto public roads before they can be proven safe.”

Thursday's vote may have been about compensation, but the subtext was governance. Tesla has secured a wage plan the size of the national budget. Its adoption signals that the balance of power is as concentrated as the company's ambitions.

The trillion-dollar vote decides one question: Is Musk still the one pulling the levers at Tesla? — but this opens up another question: what exactly is Musk planning to build with such control?

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