Tesla Board Chair Robyn Denholm warned shareholders in a letter that CEO Elon Musk could leave the company if his proposed $1 trillion compensation package is not approved. The appeal comes ahead of the November 6 annual meeting, where the performance-based plan will be voted on. Denholm emphasized Musk's critical role in Tesla's push into AI and autonomous technology.
On Monday, October 27, 2025, Tesla Board Chair Robyn Denholm sent a letter to shareholders urging approval of Elon Musk's unprecedented $1 trillion performance-based pay package. The proposal, unveiled last month after a Delaware court struck down Musk's 2018 compensation plan earlier this year, includes 12 tranches of stock options tied to ambitious milestones such as achieving an $8.5 trillion market capitalization, advancements in autonomous driving, and shipping 1 million Optimus robots by 2035. Approval would secure Musk's leadership for at least another seven and a half years, potentially increasing his stake from 13% to nearly 29%.
Denholm described Musk's involvement as 'critical' to Tesla's success, warning that without proper incentives, the company risks losing his 'time, talent and vision.' She stated, 'The fundamental question for shareholders at this year's Annual Meeting is simple: Do you want to retain Elon as Tesla's CEO and motivate him to drive Tesla to become the leading provider of autonomous solutions and the most valuable company in the world?' The letter also calls for re-electing three long-serving directors closely aligned with Musk, amid ongoing scrutiny of the board's independence.
The plan has drawn opposition from proxy advisers Institutional Shareholder Services (ISS) and Glass Lewis, who recommended voting against it last week due to concerns over excessive compensation and board oversight. Musk criticized them as 'corporate terrorists' during Tesla's Q3 earnings call, saying, 'I just don’t feel comfortable building a robot army here and then being ousted because of some asinine recommendations from ISS and Glass Lewis.' Despite the pushback, the State Board of Administration of Florida announced support for the package, citing its alignment with long-term shareholder value.
Tesla's board has faced repeated criticism for its ties to Musk, following the Delaware ruling that the 2018 deal was improperly negotiated. On Monday, Tesla shares rose 3.1% to close at $452.42, up 4.31% for the day.
