Tesla shareholders are voting today on a proposed compensation package for CEO Elon Musk that could make him the world's first trillionaire. The vote is taking place at the company's annual meeting in Austin, Texas. This new proposal, potentially worth up to $1 trillion, has sparked intense debate among investors and corporate governance experts.^{[1][2][3][4][5][6][7]} ### The Unprecedented New Proposal The proposed pay package, unveiled by Tesla's board in September 2025, is a 10-year performance-based award. It aims to grant Musk a significant portion of new Tesla shares. To receive the full amount, Musk must achieve extremely ambitious goals. These include increasing Tesla's market value to $8.5 trillion from its current $1.1 trillion. He also needs to deliver 20 million Tesla vehicles and deploy 1 million humanoid robots and 1 million Robotaxis.^{[1][8][2][3][9][4][10][11][12][13]} This new award is structured as restricted stock grants. It includes new shareholder protections, requiring Musk to remain employed by Tesla for 7.5 to 10 years for the shares to fully vest.^[9][10] Tesla's board argues this package is vital to keep Musk engaged. They say his vision and leadership are essential for the company's future in artificial intelligence, autonomous vehicles, and robotics.^{[14][2][3][4][10][15][7][13]} Tesla Chair Robyn Denholm told shareholders that if Musk is not motivated, "we run the risk that he gives up his executive position."^[7][13] ### A History of Legal Battles This new vote follows a complex legal battle over a previous 2018 pay package. That earlier package, initially valued around $56 billion, was approved by shareholders. It consisted of 12 tranches of stock options tied to market cap and operational milestones.^{[16][17][18][9][19]} However, a Delaware Court Chancellor, Kathaleen McCormick, rescinded the 2018 package in January 2024. The court found the approval process "deeply flawed," citing conflicts of interest among board members and that shareholders were not fully informed.^{[16][20][21][19][5]} Despite this ruling, Tesla shareholders voted again in June 2024 to ratify the rescinded 2018 package. The Delaware court, however, rejected this re-ratification in December 2024, upholding its original decision to void the grant.^[22][21][5] Tesla has appealed this decision to the Delaware Supreme Court, with oral arguments held in October 2025.^[1][5] In June 2024, Tesla also reincorporated from Delaware to Texas, a move some see as an attempt to avoid Delaware's corporate governance jurisdiction.^[5] ### Divided Opinions and Future Impact The current $1 trillion pay proposal has created deep divisions among investors. Supporters, including Charles Schwab and ARK Invest's Cathie Wood, believe Musk is indispensable. They argue his compensation is entirely performance-based, as he has not received a base salary since 2019.^{[17][14][18][19][23]} Ron Baron, founder of Baron Capital Management, called Musk "indispensable" to Tesla.^[15] However, several large institutional investors oppose the package. Critics, including California's State Teachers Retirement System (CalPERS) and Norway's sovereign wealth fund, call the sum "excessive" and potentially dilutive to existing shareholders.^{[14][15][7][13]} The Norway fund, which holds a 1.16% stake in Tesla, stated it was "concerned about the total size of the award."^[7] Concerns also exist about the independence of Tesla's board, some members of whom have close ties to Musk.^[16][21][15] The debate has even drawn comments from the Pope, who cited it as an example of income inequality.^[2][3][15] Musk, who currently owns 13-15% of Tesla shares, can vote his stake in Texas, which could significantly influence the outcome.^{[1][2][3][15][11][13]} He has also reportedly threatened to leave the company if the package is not approved.^{[1][2][3][15][7][13]} The outcome of today's shareholder vote will have major implications for Elon Musk's future at Tesla and could set a new precedent for executive compensation in corporate America.