Tesla CEO Elon Musk recently urged investors to approve a new compensation package potentially worth $1 trillion. He also sharply criticized major shareholder advisory firms, calling them "corporate terrorists" for opposing the massive payout. This plea comes ahead of a crucial shareholder vote scheduled for November 6.^{[1][2][3][4][5][6][7][8][9][10]} ### Musk's Ambitious Vision and Pay Demands Musk is campaigning for a compensation plan that could grant him up to $1 trillion in stock options over 10 years. This package is tied to Tesla achieving highly ambitious targets. These goals include increasing the company's market value to $8.5 trillion, producing one million humanoid robots, and launching one million robotaxis.^[2][3][11] Musk argues that he needs a significant ownership stake, aiming to raise his control from 13% to nearly 29%, to ensure he retains strong influence over Tesla's future direction.^[3][7] He expressed his discomfort with building a "robot army" at Tesla only to be potentially "ousted" due to "asinine recommendations" from advisory firms.^[1][6][7] Musk believes this substantial stake is necessary to keep him motivated and focused on Tesla's long-term success.^[1][2][6] ### Advisory Firms Draw Musk's Ire During a recent Tesla earnings call, Musk launched a scathing attack on Institutional Shareholder Services (ISS) and Glass Lewis. He labeled these influential advisory firms "corporate terrorists."^{[1][2][5][6][7][9]} Musk accused them of having excessive influence over how passive index funds vote, despite not holding actual ownership themselves.^[1][3][5][8] He claimed these firms often vote along "random political lines unrelated to shareholder interests."^[1][3][5][8] Musk further stated that ISS and Glass Lewis "have no freaking clue" and have made "many terrible recommendations in the past."^[2][5][7] He pointed out that they recommended against re-electing a long-standing director, Ira Ehrenpreis, due to "insufficient gender diversity," while also opposing Kathleen Wilson-Thompson's re-election.^[5][8] ### Advisory Firms Recommend Against Package Despite Musk's pleas, both ISS and Glass Lewis have recommended that shareholders vote against the new $1 trillion compensation package.^{[1][2][4][5][6][11][7][8][9][10]} Their concerns center on the "unprecedented" magnitude and design of the award.^{[1][4][6][11][10]} They also highlighted the potential for significant shareholder dilution and the package's ability to "lock in extraordinarily high pay opportunities" for Musk over the next decade.^{[4][6][11][10]} These firms have a history of opposing Musk's large compensation plans. They also recommended against his original 2018 pay package, which shareholders initially approved.^[1][11] ### Contentious History of Musk's Compensation This current debate follows a long legal battle over Musk's previous 2018 compensation package. That package, once valued at approximately $56 billion, was initially approved by Tesla shareholders.^{[12][13][14][15]} However, a Delaware Court of Chancery judge, Kathaleen McCormick, voided the deal in January 2024.^{[16][12][13][17][15][7][9][18]} The judge ruled that Tesla's board was too heavily influenced by Musk and that the process for approving the package was "deeply flawed."^{[13][17][19][15]} In response, Tesla's board sought a new shareholder vote to re-approve the 2018 package.^{[16][20][13][14][19][15][7]} Shareholders re-approved it in June 2024 with 72% of voting shares in favor, excluding votes from Musk and his brother.^[20][14][19] Despite this re-approval, Judge McCormick upheld her original decision in December 2024, rejecting the bid to restore the $56 billion package.^[16][19] Tesla and Musk are currently appealing this ruling to the Delaware Supreme Court. Arguments in that high-stakes case were heard on October 15, 2025.^[21][11] Following the initial Delaware ruling, Tesla also moved its legal base from Delaware to Texas in 2024.^[11][22] ### Tesla Board's Strong Defense Tesla's board of directors has strongly urged investors to support the new $1 trillion compensation package. They argue that the deal is crucial for retaining Musk's attention and leadership, which they see as essential for the company's future growth and innovation.^{[20][6][7][9]} The board has warned that a rejection of the package could lead Musk to scale back his involvement or even leave the company entirely.^[20][7] Tesla's CFO, Vaibhav Taneja, emphasized that the board structured the compensation to ensure Musk receives no benefits unless shareholders see significant returns.^[7] ### Investor Landscape and Future Outlook The shareholder community remains divided on the issue. Some major institutional shareholders, such as Norway's sovereign wealth fund and the California State Teachers' Retirement System, publicly opposed the earlier $56 billion package.^[13][15] However, many investors remain confident in Musk's leadership, believing his presence is vital for Tesla's ambitious endeavors in electric vehicles, AI, and robotics.^[20][14] The upcoming November 6 vote on the $1 trillion package carries significant weight for Tesla's corporate governance and future direction. The company recently reported mixed third-quarter earnings, beating revenue estimates but missing on earnings per share for the fourth consecutive quarter.^[5][6] Tesla's stock has also faced challenges, experiencing a 50% drop from its December 2024 high by March 2025.^[23] The outcome of the vote, alongside the ongoing legal battles, will shape both Musk's role and Tesla's trajectory in the coming years.^[14][21][19]

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