Tesla Board Warns Shareholders: Approve Musk’s Record Pay Deal—or Risk Losing Him
Tesla’s board of directors has issued its starkest message yet to investors: approve CEO Elon Musk’s nearly $878 billion stock-based compensation package—or risk his departure and a potential collapse in Tesla’s market value. Shareholders are set to vote on Thursday in what is shaping up to be one of the most consequential corporate pay decisions in history.
The proposal ties Musk’s potential payout to Tesla reaching an $8.5 trillion market capitalization over the next decade, a goal that would make him the first CEO in history to earn close to $1 trillion. Even if he falls short of some milestones, Musk would still collect tens of billions in stock awards.
Supporters argue that Musk’s leadership and vision justify the extraordinary package, crediting him with transforming Tesla into a $1.5 trillion company that dominates the electric vehicle sector and is pivoting toward artificial intelligence, robotaxis, and humanoid robots. “If the stock goes up sixfold, I’ll make a fortune too,” said investor Nancy Tengler. “Why should I care what Musk makes if he delivers?”
Critics, however, see the deal as a governance nightmare. The California Public Employees’ Retirement System (CalPERS) and Norway’s sovereign wealth fund have both announced they will vote against it, citing the concentration of power and shareholder dilution. Corporate governance expert Charles Elson said the board was being “held over a barrel by a superstar CEO.”
Board Chair Robyn Denholm has defended the deal, warning shareholders that without Musk, Tesla could “lose significant value.” Harvard professor Krishna Palepu argued that the proposal aligns Musk’s interests with shareholders, as he must achieve substantial growth before collecting the payout.
The outcome may hinge on Musk’s own 15% stake, which Texas law allows him to vote—unlike under Tesla’s prior Delaware incorporation. Critics say this, along with Texas’ new litigation rules that make it harder for investors to sue, stacks the deck in Musk’s favor.
“The board is facing a classic holdup,” said Cornell law professor Charles Whitehead. “They’ve bet the company on one man—and have no plan if he walks away.”