Tesla is heading toward one of the most consequential moments in its history. Ahead of Thursday’s annual general meeting, the company has launched an aggressive campaign to persuade shareholders that Elon Musk deserves a $1 trillion pay package. Digital ads highlight his accomplishments, while Votetesla.com features board chair Robyn Denholm and director Kathleen Wilson-Thompson praising Musk as triumphant music plays. Yet investor opinion remains divided. The meeting in Austin, Texas, could become a direct vote on Musk’s leadership. His political statements and unpredictable behavior have made him one of the most polarizing figures in modern business. On X, the social platform he owns, Musk warned that Tesla’s success “could affect the future of civilization.” He also amplified support from allies including Michael Dell, Ark Invest CEO Cathie Wood, and his brother Kimbal, a Tesla board member. “There is no one remotely close to my brother,” Kimbal said. Musk responded: “Thanks bro ❤️.”
Shareholders question Tesla’s direction
Some investors see the pay package as a symptom of broader challenges at Tesla. Car sales have slowed, and critics say Musk has shifted focus away from the company’s core mission. “It’s astonishing that a company struggling to sell cars spends money to promote a pay package,” said Ross Gerber, CEO of Gerber Kawasaki Wealth and Investment Management. Gerber has reduced his Tesla holdings and grown increasingly critical. “Tesla must return to its roots—building and selling electric vehicles,” he said.
The trillion-dollar challenge
The package does not hand Musk $1 trillion outright. Instead, it sets a performance goal: raise Tesla’s market value from $1.4 trillion to $8.5 trillion. He must also oversee the deployment of one million “Robotaxi” self-driving vehicles, despite their slow rollout. If Musk meets these targets, he would earn 423.7 million new shares, worth nearly $1 trillion at the target valuation. Tesla has not commented on its campaign to win shareholder support.
This is not Musk’s first pay controversy. A previous multibillion-dollar plan rewarded him for boosting Tesla’s market value tenfold. Though he achieved the milestone, a Delaware judge struck the deal down in 2024, citing conflicts of interest with the board. The Delaware Supreme Court is reviewing the decision as Tesla pursues an even larger package.
“Tesla continues to operate outside normal corporate practices,” said Columbia Law professor Dorothy Lund. “They are far from a model of good governance.” She noted that campaigns like this usually occur when activist investors threaten major changes, not over executive pay. “I’ve never seen anything like it,” she said.
Both Elon and Kimbal Musk will vote on the proposal, giving them significant influence. Musk, already the world’s richest man, became the first known half-trillionaire earlier this year.
Board under scrutiny
Tesla insists Musk is indispensable. The company argues he “uniquely possesses the leadership qualities needed to achieve its long-term mission.” Wilson-Thompson said the board spent seven months consulting legal and pay experts to design the plan. Musk has emphasized that the issue is control, not compensation, saying he needs authority to guide the company’s future.
Critics disagree. “A board should represent shareholders, not advocate for a CEO,” said Yale professor Matthew Kotchen, who co-authored a study examining Musk’s impact on Tesla’s reputation.
Institutional investors are pushing back. Proxy advisers Glass Lewis and ISS have recommended shareholders reject the package, calling it excessive and harmful to shareholder value. Norway’s sovereign wealth fund and U.S. pension giant CalPERS have pledged to vote no. New York State Comptroller Thomas DiNapoli urged investors to oppose Tesla directors, claiming the board failed to provide “independent oversight and accountability.”
A vote that could define Tesla
With institutional opposition growing, Musk may rely on Tesla’s army of retail investors, who tend to support him. Morgan Stanley analyst Adam Jonas described Thursday’s vote as “one of the most important events in Tesla’s history,” warning the proposal could fail.
Public criticism also persists. Protests have continued since Musk’s short-lived and controversial role in Donald Trump’s administration earlier this year. “It’s hard to imagine Musk quickly repairing the damage to Tesla’s brand,” said Kotchen.
Still, many remain confident in his abilities. “Musk’s personality and vision have drawn more attention to Tesla than almost any other CEO,” said Edmunds’ Jessica Caldwell. “He’s polarizing, but investors still believe he can achieve the extraordinary.”
The ultimate question now looms: will Tesla shareholders grant Musk the $1 trillion he seeks—or finally decide that even he has limits?
