Tesla Chair Urges Shareholders to Approve Musk Pay

Tesla Board Chair Robyn Denholm urged shareholders to approve CEO Elon Musk’s nearly $1 trillion, performance‑based compensation plan ahead of the Nov. 6 annual meeting, with the shareholder vote closing at 11:59 p.m. ET on Nov. 5. The proposal would grant Musk up to 12 tranches of stock options that vest only if he remains CEO and Tesla meets extremely ambitious targets, including an $8.5 trillion market capitalization, 20 million vehicles annually, one million robotaxis and production of one million humanoid robots. Denholm and the board said rejecting the plan could cost Tesla time, talent, vision and shareholder value, and characterized portions of the package as tied to maintaining voting influence. Proxy adviser ISS, unions, corporate watchdogs and the Take Back Tesla coalition have urged investors to vote against the plan as excessive and insufficiently constrained, while Musk has publicly criticized opponents. The appeal comes amid broader governance scrutiny over board independence and a recent Delaware court decision that struck down Musk’s 2018 pay award.