Tesla shareholders are expected to bet $1 trillion on Elon Musk

Elon Musk is poised to secure the richest pay package ever granted to a CEO, a gamble to keep him firmly behind the wheel of the company he built — and the board that can’t seem to steer without him.

In a vote on Thursday, Tesla shareholders in Austin, Texas, are expected to bless the pay package, which is worth up to $1 trillion if Musk delivers on dreams of robotaxis, humanoid robots, and a market cap six times Tesla's current size. Doing so would give him not just compensation, but confirmation — that Tesla’s future still belongs to the man who insists that he is the future.

The milestones, set over the coming decade, are as towering as that headline number itself — a market cap of $8.5 trillion, up from about $1.5 trillion today; adjusted EBITDA of roughly $400 billion; selling 20 million cars; and the rollout of one million robotaxis and Optimus robots over the next decade. The approval would lift Musk’s stake from about 15% to 25%, a transfer of control that'd give him the increased influence he has long sought. 

Musk has spent months casting a new pay package as both a reward and a necessity — the cost of keeping him focused on the company that bears his name more than his title. On Tesla’s latest earnings call, he tied his desire for more control directly to his vision of a mechanized empire: “If we build this robot army, do I have at least a strong influence over that robot army?,” he asked. The board, for its part, seems eager to leave it to him.

Proponents of the pay plan say that Tesla’s vision rests on one person’s vision and presence: Musk. Last week, board chair Robyn Denholm called the vote an “inflection point” for the company, warning that failure to pass it might have pushed Musk to walk — or, “fail to foster an environment that motivates Elon to achieve great things,” as she said — “costing Tesla significant value.” Longtime Tesla bull Dan Ives echoed that sentiment, calling Musk the company’s “biggest asset” and saying the vote marks a “crucial time” in the “AI Revolution,” where autonomous systems and robotics sit “front and center.”

But Musk has been promising an AI revolution at Tesla for years — robotaxis, humanoid workers, cars that drive themselves while their owners sleep. What has emerged instead is a string of demos, delays, and prototypes. The first dedicated robotaxi was unveiled in 2024, not exactly what Musk promised years earlier; in 2019, he'd said that “next year, for sure, we will have more than one million robotaxis on the road.” This year, some finally are — a small pilot fleet rolling through Austin under human supervision. 

Musk has been equally bullish on Optimus, the humanoid robot first shown in 2022, which now performs routine factory tasks but hasn’t ventured beyond them. Last year, Musk said Tesla could start selling Optimus by the end of 2025, another deadline now bumping up against reality. In typical Musk fashion, he has already projected that Optimus will be “bigger than the car business itself.” But for all the talk of autonomy, the company’s future still remains stubbornly manual.

The package sets an extreme benchmark for CEO pay — not just in size, but what it formalizes. It rewrites the relationship between performance and power, turning a compensation plan into a governance mod. Even by Silicon Valley standards, that’s a new kind of precedent.

This year, Musk has promised to stay focused on Tesla. He’s done just about anything but — political detours to Washington, courting far-right leaders, etc. And Musk’s AI 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, it raises an uncomfortable symmetry: Musk keeps telling investors his attention is priceless, even as Tesla keeps paying more to compete for it.

Opposition to the pay package has been limited but loud. Norway’s $1.6 trillion wealth fund — Tesla’s ninth-largest shareholder — voted no, calling the deal in the lead-up to the vote “excessive in size” and “overly dilutive.” Proxy advisers ISS and Glass Lewis have echoed that sentiment, warning that the plan could transfer “an unprecedented amount of wealth” with little evidence of restraint. (Musk then called them “corporate terrorists” on Tesla’s latest earnings call.)

The governance crowd — CtW, CalPERS, New York State’s pension fund — lined up in opposition, too, arguing that the deal would cement Musk’s control while pretending to limit it. CalPERS said in a statement that the package is “larger than pay packages for CEOs in comparable companies by many orders of magnitude” and “would further concentrate power in a single shareholder.” 

The dissent hasn't ever seemed to stand much of a chance. Tesla’s board, considered by some to be running on autopilot, largely follows the whims of the man at the wheel. But while a $1 trillion payday may survive a few angry shareholders, what it can’t easily shake is the reminder that Tesla’s governance model begins and ends with the man who designed it.

Musk’s previous, almost-$56 billion pay package was torn up in January 2024 by a Delaware judge, Chancellor Kathaleen McCormick, who called it “deeply flawed” and the board “supine” in the face of its CEO. The judge further said Musk “controlled Tesla,” and wondered aloud whether anyone had ever asked “the $55.8 billion question” — whether the package was even necessary — and ruled that shareholders weren’t “fully informed” when they approved it. That ruling — still on appeal — helped drive Tesla’s relocation to Texas, where the rules are friendlier to founders and far less forgiving to dissenters.

That means that any courtroom challenges to the pay package this time around likely won’t look like the original.

Under Tesla’s new bylaws, only investors holding at least 3% of the company’s stock can sue on its behalf. The rest will have to make do with grumbling on X — or filing federal disclosure suits that are likely to go nowhere fast. Tesla also declared the Texas Business Court the exclusive stage for “internal” fights, cutting Delaware out entirely. The shift makes shareholder challenges less likely, slower, and pricier — more trench warfare than open revolt. That combination pushes most retail investors to the cheap seats and makes copy-paste versions of the Delaware challenge unlikely.

Thursday’s vote may be about compensation, but the subtext is governance. Tesla is poised to cement a pay plan the size of a national budget. Its expected passage signals that the balance of power is as concentrated as the company’s ambition. 

The trillion-dollar vote will settle one question — whether Musk's still the one pulling the levers at Tesla — but it opens another: What, exactly, does Musk plan to build with that control?