Tesla Shareholders Vote on Musk's $1 Trillion Pay Package Today

Tesla shareholders are deciding right now whether to hand Elon Musk a potential $1 trillion payday. The vote's happening at the company's annual meeting in Austin, Texas, and it could make him the world's first trillionaire—or send him packing.

The stakes? Massive. Tesla's board warned that Musk might walk away if shareholders reject the deal. Board Chair Robyn Denholm put it bluntly: "Without Elon, Tesla could lose significant value."

What Musk Has to Actually Do for $1 Trillion

This isn't just handing over cash. Musk gets nothing unless Tesla hits insane targets.

The deal breaks down into 12 separate milestones. First up: doubling Tesla's current market value to $2 trillion. The final target? An $8.5 trillion market cap—making Tesla worth more than any company in human history.

And that's just the market cap piece. Operational milestones include delivering 20 million vehicles, getting 10 million Full Self-Driving subscriptions, putting 1 million robotaxis on the road, and selling 1 million humanoid robots. Oh, and growing annual operating profit from $17 billion to $400 billion.

If he hits every single target, Musk would pocket up to 423.7 million Tesla shares over 10 years. At full payout, that's around $1 trillion based on the $8.5 trillion valuation goal.

But Here's the Twist

Even if Musk earns these shares in year one, he can't cash out until year 7.5 at the earliest. The final shares don't vest until year 10. Tesla designed it this way to keep him locked in for the long haul.

Plus, Musk doesn't get voting rights on these shares until after shareholders already benefit from the value creation. The board structured it so investors win first.

Why Everyone's Fighting Over This

Major investors are split down the middle.

ARK Invest's Cathie Wood is all in. She called Musk "the most productive human being on earth" and said his ability to attract top talent makes the package worth it.

But Norway's $2 trillion sovereign wealth fund? They're voting no. They told CNBC they're worried about the "total size of the award, dilution, and lack of mitigation of key person risk."

California's massive pension fund Calpers also voted against it, calling it "larger than pay packages for CEOs in comparable companies by many orders of magnitude."

Both proxy advisors—ISS and Glass Lewis—recommended voting no. Musk fired back on Tesla's earnings call, calling them "corporate terrorists" who "have no freaking clue."

Musk's Defense: It's About Control, Not Money

During Tesla's Q3 earnings call, Musk made his case pretty clear. He doesn't want the money for buying yachts or whatever billionaires do.

"It's not like I'm going to go spend the money," Musk said. "I just don't feel comfortable building a robot army here and then being ousted."

He wants his voting stake to hit around 25%—enough to have strong influence but not enough to block shareholders from firing him "if I go insane." Right now he controls about 13% of Tesla after selling shares to buy Twitter (now X).

The real concern? Tesla's pivoting hard into AI and robotics. Musk's running multiple companies—SpaceX, xAI, Neuralink, The Boring Company—and Tesla wants to make sure he stays focused on them.

The Legal Mess That Created This

Why does Tesla need a new pay package anyway? Because a Delaware judge nuked Musk's previous $56 billion deal from 2018.

That older package already vested—Musk hit all the targets. But the court ruled the Tesla board didn't give shareholders enough info when they approved it. So Musk earned it but can't exercise those stock options while it's stuck in appeals.

Tesla tried to fix it by having shareholders vote to ratify the 2018 deal. 84% voted yes. The judge said that didn't matter and threw it out again in December 2024.

So now Tesla's back with this new proposal. Same performance-based structure, way bigger numbers.

What Happens If It Fails

Musk hinted he might focus more on his other companies. Tesla's proxy filing noted he "raised the possibility that he may pursue other interests" if the deal doesn't pass.

Tesla's stock has been all over the place this year. It crashed earlier in 2025 when Musk was spending time working on Trump's DOGE initiative. Once he stepped back from politics and refocused on Tesla, shares recovered—climbing 85% over six months.

Wall Street analysts think the correlation is pretty clear: when Musk's engaged with Tesla, the stock performs. When he's distracted, it tanks.

The Vote's Likely Outcome

Most analysts expect it to pass. The 2018 package got 84% approval, and Musk's still popular with retail investors who make up about 30% of Tesla's shareholder base.

But the opposition is louder this time. Major institutional investors are speaking out, and the negative recommendations from ISS and Glass Lewis carry weight with big funds.

Results should be announced later today after the meeting wraps up at Tesla's Gigafactory Texas.

Why This Actually Matters

Look, $1 trillion is an absurd number for executive compensation. Even Musk's supporters admit that.

But Tesla's betting on something specific here: that Musk's the only person who can pull off their Master Plan Part IV vision. They want to dominate autonomous driving, scale robotaxi networks, and mass-produce humanoid robots.

If anyone else could do it, Tesla wouldn't be offering this package. But can Musk actually hit these targets? That's the $1 trillion question shareholders are answering today.

The vote closes at midnight ET tonight, with results announced at the 4 PM meeting. One way or another, we're about to find out if Tesla's making the biggest bet in corporate history—or the biggest mistake.