Tesla approaches one of the most consequential moments in its history. Ahead of Thursday’s annual general meeting, the company has launched a full-scale campaign to persuade shareholders that Elon Musk deserves a potential $1 trillion pay package. Digital ads highlight his accomplishments, while Votetesla.com features board chair Robyn Denholm and director Kathleen Wilson-Thompson praising Musk to dramatic music. Yet investor opinion is split. The meeting in Austin, Texas, could become a referendum on Musk’s leadership. His political statements and unpredictable behavior have made him one of the most polarizing business figures in recent years. On X, the platform he owns, Musk warned that Tesla’s future “could affect the future of civilization.” He has 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 raise concerns
Some investors see the debate over Musk’s pay as a reflection of Tesla’s broader challenges. Car sales have slowed, and critics say the company has strayed from its core mission. “It’s astonishing that a company struggling to sell cars spends money promoting a pay package,” said Ross Gerber, CEO of Gerber Kawasaki Wealth and Investment Management. He has trimmed 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 proposed package does not hand Musk $1 trillion outright. Instead, it challenges him to increase 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. Achieving these goals would earn Musk 423.7 million new shares, worth nearly $1 trillion at the target valuation. Tesla has not commented on its campaign to win over shareholders.
This is not Musk’s first pay controversy. An earlier multibillion-dollar deal rewarded him for boosting Tesla’s value tenfold. Though he achieved that milestone, a Delaware judge voided the agreement in 2024, citing conflicts of interest with the board. The Delaware Supreme Court is reviewing the case while Tesla seeks approval for this even larger plan.
“Tesla continues to defy corporate norms,” said Columbia Law professor Dorothy Lund. “They are far from a model of good governance.” She added that shareholder campaigns of this scale usually occur in response to activist investors, not to push executive pay. “I’ve never seen anything like this,” she said.
Both Elon and Kimbal Musk will vote on the proposal, giving them considerable influence. Musk, already the world’s richest man, became the first known half-trillionaire earlier this year.
Board under scrutiny
Tesla’s board insists the company cannot afford to lose Musk. It argues he “uniquely possesses the leadership qualities needed to achieve its long-term mission.” Wilson-Thompson said the board spent seven months working with legal and compensation experts to design the package. Musk has emphasized that the issue is not money, but control—he wants sufficient authority to guide the company’s future.
Critics disagree. “A board should represent shareholders, not advocate for a CEO,” said Yale professor Matthew Kotchen, co-author of a study on Musk’s recent impact on Tesla’s reputation.
Institutional investors have voiced opposition. Proxy advisers Glass Lewis and ISS recommend rejecting the plan, 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 has urged investors to oppose Tesla directors, accusing the board of failing to maintain “independent oversight and accountability.”
A historic vote
With institutional opposition mounting, Musk may depend on Tesla’s loyal retail investors to support the plan. Morgan Stanley analyst Adam Jonas described Thursday’s vote as “one of the most important events in Tesla’s history,” warning the package could be rejected.
Outside Tesla, Musk faces protests and scrutiny. Demonstrations have persisted since his brief, 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, supporters remain confident. “Musk’s vision and personality have drawn more attention to Tesla than almost any other CEO,” said Edmunds’ Jessica Caldwell. “He’s polarizing, but many still believe he can achieve the extraordinary.”
The central question now looms: will Tesla shareholders grant Musk his $1 trillion dream—or signal that even he has limits?
