Elon Musk expected to prevail in Tesla shareholder vote over CEO's $1 trillion pay plan
- by CNBC
- Nov 06, 2025
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Key Points
After Tesla's annual shareholders meeting on Thursday, the company is expected to disclose results of the vote on CEO Elon Musk's pay plan.
The company announced the package, which could be worth nearly $1 trillion in stock, in September.
Between Musk's extensive holdings and his loyal base of followers, the CEO is very likely to succeed.
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But there are some vocal opponents. Norway's $2 trillion sovereign wealth fund, managed by Norges Bank Investment Management (NBIM), said it would vote no. Norges is one of Tesla's top shareholders.
"While we appreciate the significant value created under Mr. Musk's visionary role, we are concerned about the total size of the award, dilution, and lack of mitigation of key person risk â consistent with our views on executive compensation," NBIM said in a statement this week.
Shareholder advocate and governance expert James McRitchie, who drives a Tesla, is also opposing the plan. The company needs to address a number of risks, he said, especially around demand and profitability with the sunsetting of federal EV tax credits that have long incentivized purchases.
"Tesla has all these fanboys. So many retail investors bought the stock because they love the cars," McRitchie said. "There's a lot to love there, but you should also pay attention to the finances and risks."
Tesla shares are up 14% this year after a steep third-quarter rally lifted the stock into the green following a brutal start to 2025. Musk's purchase of $1 billion worth of stock aided the rebound.
'Robot army'
Tesla introduced the new pay plan in September. The package for Musk, already the world's richest person, consists of 12 tranches of shares to be granted if Tesla hits certain milestones over the next decade. It would also give Musk increased voting power over the company, acceding to demands that he's made publicly since early 2024.
"If we build this robot army, do I have at least a strong influence over that robot army?" Musk said to analysts on the company's third-quarter earnings call last month. "I don't feel comfortable building that robot army if I don't have at least a strong influence."
The full award would give Musk, who holds about 13% of the EV maker, more than 423 million additional shares and take his stake to about 25%.
Musk would receive the first tranche of stock if Tesla hits a market capitalization of $2 trillion. Tesla's current market cap is $1.54 trillion.
The next nine tranches would be awarded if Tesla's value increases by increments of $500 billion, up to $6.5 trillion. Musk would earn the last two tranches if the market cap rises by increments of $1 trillion, meaning it would need to hit $8.5 trillion for Musk to get the full package.
Other goals tied to the pay plan include reaching 20 million vehicle deliveries, 10 million active FSD subscriptionsâ, 1 million bots delivered andâ 1 million robotaxis in commercial operation. To date, Tesla has delivered more than 8 million vehicles, according to its September proxy statement.
The proposed plan doesn't specify whether the FSD subscriptions must be purchased or could include free trials. Tesla currently provides partially automated driving systems, which it markets as "FSD Supervised" in the U.S. The company intends to improve its FSD Supervised systems so they don't require human supervision on board.
Tesla also laid out a series of earnings milestones, beginning with $50 billion in annual adjusted profit and moving up to $400 billion. In the third quarter, Tesla reported adjusted EBITDA of $4.2 billion.
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