Tesla's annual shareholder meeting on November 6, 2025, in Austin, Texas, will feature a vote on a performance-based compensation package for CEO Elon Musk that could reach $1 trillion over a decade. The plan ties payouts to ambitious milestones like achieving an $8.5 trillion market capitalization and producing millions of vehicles and robots. While supporters highlight Musk's value to the company, major investors and proxy firms have raised concerns over its size and potential dilution.
Tesla shareholders are set to decide the fate of CEO Elon Musk's unprecedented 2025 performance award at the company's annual meeting on November 6, 2025. Proposed by the board in early September 2025, the package would grant Musk stock options worth up to $1 trillion if Tesla meets aggressive targets, including a market capitalization of at least $8.5 trillion, delivery of 20 million vehicles, production of 1 million self-driving robotaxis, and manufacturing 1 million Optimus humanoid robots. One tranche requires a $2 trillion valuation and 20 million vehicles, while another needs $3 trillion and 1 million Optimus units. Musk currently holds nearly 16% of Tesla's shares and is the world's richest person with an estimated $477 billion net worth, per Bloomberg.
The proposal follows a Delaware judge's 2024 ruling that invalidated Musk's 2018 $56 billion pay package due to conflicts of interest. Board chair Robyn Denholm warned in a letter to shareholders that rejecting the plan risks Musk leaving Tesla, stating, "If we fail to foster an environment that motivates Elon to achieve great things through an equitable pay-for-performance plan, we run the risk that he gives up his executive position, and Tesla may lose his time, talent and vision." Musk has echoed this, claiming on X that control of Tesla "could affect the future of civilization" and emphasizing his need for greater voting power—potentially up to 29%—to advance AI and robotics initiatives.
Opposition has mounted from key players. Norway's $2 trillion sovereign wealth fund, holding a 1.16% stake worth about $11.6 billion, announced it will vote against the package, citing "the total size of the award, dilution and lack of mitigation of key person risk." The fund, managed by Norges Bank Investment Management, is Tesla's sixth-largest institutional investor. Similarly, CalPERS voted against it for comparable reasons. Proxy advisors ISS and Glass Lewis recommended rejection, calling it excessive. Even Pope Leo XIV criticized it in September, questioning what a trillionaire means for societal values.
In contrast, Baron Capital Management, with a 0.4% stake, supports the plan. Founder Ron Baron wrote, "Elon has built one of the most important companies in the world... His interests are completely aligned with investors." Charles Schwab clarified it will vote in favor, aligning with management. Analyst Dan Ives of Wedbush expects strong approval, noting Tesla's AI and robotics focus. Prediction market Polymarket gives 93% odds of passage.
A related vote on Proposal 3 seeks to refill Tesla's employee share reserve with 60 million shares but bundles it with a 208 million-share "special reserve" for Musk, worth about $97 billion, after prior awards depleted the pool for employee compensation. Tesla shares fell nearly 5% on November 4, 2025, amid the debate.