Tesla faces a defining moment in its corporate history. Ahead of Thursday’s annual general meeting, the company has launched a high-profile campaign to persuade shareholders that Elon Musk deserves a $1 trillion pay package. Digital ads highlight his accomplishments, while Votetesla.com features board chair Robyn Denholm and director Kathleen Wilson-Thompson praising Musk as dramatic music plays. Yet investor opinion is divided. The meeting in Austin, Texas, could become a direct vote on Musk’s leadership. His political views and unpredictable behavior have made him one of the most polarizing figures in modern business. On his platform X, Musk warned that Tesla’s future “could affect the future of civilization.” He also promoted support from Michael Dell, Ark Invest CEO Cathie Wood, and his brother Kimbal, who serves on Tesla’s board. “There is no one remotely close to my brother,” Kimbal said. Musk replied: “Thanks bro ❤️.”
Shareholders question Tesla’s focus
Some investors see the pay debate as a symptom of Tesla’s deeper challenges. Car sales have slowed, and critics say Musk has shifted attention away from the company’s core mission. “It’s remarkable that a company struggling to sell cars spends money promoting a pay package,” said Ross Gerber, CEO of Gerber Kawasaki Wealth and Investment Management. Gerber has reduced his Tesla holdings and grown increasingly critical. “Tesla must return to its roots—building and selling electric vehicles,” he said.
The trillion-dollar challenge
Musk’s proposed package does not hand him $1 trillion directly. Instead, it sets a performance goal: raise 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 slow progress. 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 shareholder support.
This is not Musk’s first pay controversy. A prior multibillion-dollar package rewarded him for boosting Tesla’s market value tenfold. Though he achieved that milestone, a Delaware judge struck down the deal in 2024, citing conflicts of interest with the board. The Delaware Supreme Court is reviewing the decision as Tesla pursues an even larger plan.
“Tesla continues to operate outside normal corporate practices,” said Columbia Law professor Dorothy Lund. “They are far from a model of good governance.” She noted that shareholder campaigns like this usually occur when activist investors threaten major changes, not for executive pay disputes. “I’ve never seen anything like it,” she said.
Both Elon and Kimbal Musk will vote on the proposal, giving them significant influence. Musk, already the world’s richest man, became the first known half-trillionaire earlier this year.
Board defends its CEO
Tesla insists Musk is indispensable. The company argues he “uniquely possesses the leadership qualities needed to achieve its long-term mission.” Wilson-Thompson said the board spent seven months consulting legal and compensation experts to design the package. Musk has emphasized that the real issue is control, not money, saying he needs authority to guide Tesla’s future.
Critics argue the board is overstepping. “A board should represent shareholders, not campaign for the CEO,” said Yale professor Matthew Kotchen, co-author of a study analyzing Musk’s impact on Tesla’s reputation.
Institutional investors have voiced opposition. Proxy advisers Glass Lewis and ISS have recommended 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 urged investors to oppose Tesla directors, citing failure to provide “independent oversight and accountability.”
A historic vote
With major institutions opposing the plan, Musk may rely on Tesla’s loyal retail investors to support the package. Morgan Stanley analyst Adam Jonas called Thursday’s vote “one of the most important events in Tesla’s history,” warning there is a real chance the plan could fail.
Public criticism of Musk also persists. Protests have continued since his brief and 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 believe in his vision. “Musk’s personality and track record have brought more attention to Tesla than almost any other CEO,” said Edmunds’ Jessica Caldwell. “He’s polarizing, but investors still believe he can deliver the extraordinary.”
The central question remains: will Tesla shareholders approve Musk’s $1 trillion plan—or decide even he has limits?
