"In a letter to investors on Monday, Tesla's chair, Robyn Denholm, said passing his $1 trillion compensation plan was critical to Tesla becoming the most valuable company in the world - and to keeping him in the top job. Failing to create an environment that would motivate Musk with sufficient pay, Denholm said, could mean the company would lose his "time, talent and vision." Those have been essential to delivering extraordinary shareholder returns, Denholm wrote."
"In 2018, the board persuaded investors to approve a 10-year compensation plan for Musk worth some $55 billion. It was then struck down by a Delaware judge in 2024. Tesla shareholders later voted to again approve the package, though a judge also rejected that effort, saying that Tesla's board was too beholden to Musk. That led Tesla to craft a new proposal."
"The board has long said it wanted to ensure Musk had sufficient incentive: "Elon's compensation will be 100% aligned with the interests of our stockholders," the company wrote in 2018. Tesla said at the time that Musk's prior pay package had been "instrumental" in helping the company achieve its goals - and would be again. As with the latest proposal, some proxy firms, including Institutional Shareholder Services and Glass Lewis, opposed the earlier pay package."
The Tesla board shifted messaging from long-term growth and fairness to urgent emphasis on retaining Elon Musk through compensation. Chair Robyn Denholm framed approval of a $1 trillion pay plan as critical to making Tesla the world’s most valuable company and to keeping Musk as CEO. Denholm warned that insufficient pay could cost the company Musk’s "time, talent and vision," which have driven extraordinary shareholder returns. The board previously secured a 2018, 10-year $55 billion plan that a judge struck down, and a 2024 re-vote was likewise rejected, prompting a revised proposal amid proxy-firm opposition.
Read at Business Insider
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