Tesla approves a $1 trillion 10-year pay deal for Elon Musk

Tesla has decided to offer Elon Musk a $1 trillion pay deal stretched over ten years, and despite how massive that number is, shareholder approval looks like a done deal.

The board approved it on Friday, and the final vote is expected at the company’s annual meeting in November. According to Reuters, those guys framed the proposal as the only way to keep Elon from walking away, while also calming concerns about Tesla’s future in artificial intelligence and robotics.

The deal gives Elon 96 million restricted shares up front. That stock, worth over $31 billion based on Friday’s trading, can’t be touched for five years. Equilar, a firm that tracks executive pay, estimated that Elon’s total 2025 compensation would go past $113 billion if all targets are hit.

The board called it “A Super Ambitious Incentive Package for a Pioneering, Ambitious and Unique CEO,” and said he’s the only one who can take Tesla to the next level.

Elon demanded control and raised threats to leave

This pay plan didn’t fall from the sky. It took seven months to put together. The board’s compensation committee started talks in February, meeting with lawyers 37 times and with Elon himself 10 times.

Three things were off the table from the start: Elon wanted 25% ownership, full say in Tesla’s direction, and complete payout for the 2018 package that got wiped out in court. No compromise.

Tesla’s board said in their filing that Elon threatened to leave multiple times, and they were worried the company’s AI talent would follow him. The $31 billion in restricted stock is partly a payback for the $56 billion plan from 2018 that got voided by a Delaware court last year.

The board added that if Elon wins his legal challenge fast enough, he won’t receive the new stock payout, “so there can be no ‘double dip.’”

In the same filing, they wrote, “Elon also raised the possibility that he may pursue his other interests and leave Tesla if he did not receive such assurance.”

The board tied the plan directly to Tesla’s goal of becoming a robotics and AI leader, stating Elon is the only person on the planet who can “unlock Tesla’s full potential.”

Investors split while public voices raise alarms

Courtney Yu, research director at Equilar, said: “Time and time again, Tesla’s shareholders have approved these grants over the years. While it may seem outlandish now, shareholders will get tremendous value out of it if Elon Musk is successful.”

But not everyone’s on board. Kristin Hull, founder of Nia Impact Capital, said the package was “irresponsible.” She argued, “This is investor money that could go into R&D or acquisitions, places that would really benefit Tesla in the long term.” She’s considering a joint challenge with other investors.

Dan Coatsworth, investment analyst at AJ Bell, said the package is excessive and could be dangerous for corporate governance. “He also presides over a company that has lost its edge, is being overtaken by rivals, and whose brand has been tarnished by Elon’s actions outside of Tesla,” Dan said.

Randi Weingarten, president of the American Federation of Teachers, called for rejection. “We urge shareholders to reject Elon’s money grab, take away the Tesla board’s rubber stamp, and restore basic corporate governance standards,” she said.

None of the three biggest outside investors (Vanguard, BlackRock, and State Street) said how they’d vote. Last year, Vanguard and BlackRock supported Elon’s $56 billion plan. State Street did not.

Elon currently owns around 13% of Tesla. The board says the 303 million stock options from 2018, still under legal dispute, push that up to 19.7%. If this new plan is approved and Elon hits his goals, he could own 25% within seven years.

The deal pays out in 12 tranches, only if milestones are met. If everything clicks, the board says Tesla’s market value could hit $8.5 trillion, higher than Microsoft, Meta, and Alphabet combined.

On Friday, Tesla’s stock closed 3.6% higher at $350.84. But it’s still down 13% in 2025. Investors are uneasy about Tesla’s struggling EV business and global competition.

Dan summed up the mood: “One minute Tesla’s board is wondering if Elon Musk is a liability to the company given his outspoken views and political distractions, the next they’re effectively saying ‘pick a number, any number’ to lock him in for as long as possible.” He added, “Surely Elon should be fighting for his job, not Tesla’s board fighting to keep him?”

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