Tesla offers mammoth $1 trillion pay package to Musk, sets lofty targets

By Akash Sriram

(Reuters) -Tesla’s board has proposed a $1 trillion compensation plan for CEO Elon Musk in what would be the largest corporate pay package in history, underscoring the hold Musk has over the carmaker as it attempts to transform into an AI and robotics powerhouse.

The world’s richest person has consistently asked for a bigger stake in the company to gain more control, even as a legal battle over his 2018 pay package - then valued at a mere $56 billion - continues. The newly proposed award is roughly 18 times the size of the contested plan and is close to the company’s current market valuation.

The proposal highlights the board’s confidence in Musk’s ability to steer the company in a new direction while reigniting growth, even as it loses ground to Chinese rivals in key markets amid softening EV demand.

"While bold compensation tied to performance is nothing new, the sheer scale here sets a new bar for CEO incentives and will dominate boardroom debates everywhere," said Adam Sarhan, chief executive of 50 Park Investments in New York.

The regulatory filing puts Musk on a different plane than other technology executives, saying that "traditional compensation packages granted to executives at other companies were determined to not be appropriate for designing Mr. Musk’s incentive compensation."

Musk transformed Tesla from a niche EV startup into the world’s most valuable automaker, scaling production, expanding globally and pushing the industry toward electric mobility, while running several other companies including SpaceX and xAI.

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Tesla’s board says the record award is needed to keep Musk focused and incentivized, but critics argue that, as the company’s largest shareholder, he already has ample motivation and the plan could worsen dilution and pose governance risks.

The board also said the new award could lift his stake significantly if all targets were met, giving him even greater control as Tesla seeks to become the world’s most valuable company.

The compensation plan does not impose conditions on how much time he must devote to Tesla.

"This is a ridiculously large pay package. It raises lots of questions, but last year Musk moved Tesla from Delaware to Texas in order to avoid all those questions," said Brian Quinn, professor at Boston College Law School.

"Given that Tesla’s stock price is basically all vibes and appears to have very little to do with the automaker’s actual performance, I suspect they will approve this package."

COMPENSATION DETAILS 

The proposed plan would grant Musk up to 12% of Tesla’s stock, worth about $1.03 trillion if the company hits its target market value of $8.6 trillion. The plan requires boosting Tesla’s valuation nearly eightfold, or about $7.5 trillion, over the next decade.

Musk had said that Optimus humanoid robots might eventually account for about 80% of Tesla’s value and predicted they could help make the company worth $25 trillion.

If fully earned, the award would materially increase Musk’s voting power from his roughly 13% stake, intensifying debate over governance and succession.

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The board said the award would vest in tranches tied to both market capitalization and operational milestones such as mass production of robotaxis and humanoid robots.

Tesla emphasized that Musk would receive no salary or cash bonus, with all compensation linked to performance, echoing the structure of his 2018 plan.

The company’s shares were up about 3%.

Tesla’s board earlier this year approved an interim compensation package for Musk worth about $29 billion in restricted stock, designed to keep him at the helm through at least 2030 as the company pivots to an AI-first strategy.

Tesla has since reincorporated in Texas and is appealing the Delaware ruling, but the company said the new plan reflects shareholder feedback and stronger governance safeguards. 

The filing also disclosed that a special committee of independent directors reviewed the proposal, which will go to a shareholder vote in November.

POLITICS CLOUD FOCUS

Musk’s foray into party politics and his willingness to challenge President Donald Trump had heightened concerns among Tesla investors and analysts about potential distractions and had previously fueled talk about looking for a new chief.

In July, Musk announced plans to launch a third political party, the "America Party," following a public clash with Trump over a tax cut and government spending bill. 

Tesla’s board has urged shareholders to vote against a proposal calling for a political neutrality policy, which would have expanded board oversight of Musk’s political activities.

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"It really seems like what Elon wants, Elon gets from the board and from his shareholders," said Douglas Chia, president of Soundboard Governance, an independent corporate governance consulting firm. "As ridiculous as it is, they’ll pass it, I have no doubt."

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