A major vote is coming up at the 2025 Tesla Shareholder Meeting, as investors will determine whether Musk should be given a new compensation plan that would award him up to $1 trillion and more than one-fourth of the total voting power within the company.

Tesla board chair reiterates widely unmentioned point of Musk comp plan

A successful vote for Tesla would see the compensation package get approved. But there is always the possibility of a rejection, which would likely see Musk leave the company.

“My fundamental concern with regard to how much voting control I have at Tesla is if I go ahead and build this enormous robot army, can I just be ousted at some point in the future? That’s my biggest concern,” Musk said at last week’s Earnings Call. “That’s what it comes down to in a nutshell. I don’t feel comfortable wielding that robot army if I don’t have at least a strong influence.”

Tesla Board of Directors Head Robyn Denholm has been on somewhat of a PR tour over the past few days, answering questions about the compensation plan, which is among the biggest issues currently for the company.

Denholm told Bloomberg yesterday that Tesla investors need to be prepared for Musk to abandon ship if the package is not approved, which brings on a new question: Who would take over the CEO role?

That is a question Denholm also answered yesterday, bringing forth the conclusion that Tesla would not look for an outside hire if Musk were to leave the company. Instead, it would promote someone internally.

The way it was reported by Bloomberg and Reuters seems to make it seem as if Tesla is preparing for the worst, as it states the company “is looking at internal CEO candidates,” not preparing to do so.

Of the executives at Tesla who immediately come to mind as ideal candidates for a potential takeover should Musk leave, Tesla China President Tom Zhu and Head of AI Ashok Elluswamy both come to mind. Zhu has monumental executive experience already, as he was appointed to the role of Senior VP of Automotive back in December 2022.

He then returned to China in 2024.

It seems Tesla wants to align its future, with or without Musk, on the same path that it is currently on, and internal candidates might have a better idea of what that looks like and truly means.

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Tesla investors will vote on November 6 at the annual Shareholder Meeting to approve a new compensation package for Musk, revealed by the company’s Board of Directors earlier this month.

The package, if approved, would give Musk the opportunity to earn $1 trillion in stock, an ownership concentration of over 27 percent (a major request of Musk’s), and a solidified future at the company.

The Tesla Community on X, the social media platform Musk bought in 2023, is overwhelmingly in favor of the pay package, though a handful of skeptics remain.

Nevertheless, the big pulls of this vote are held by proxy firms and other large-scale investors. Two of them, Institutional Shareholder Services (ISS) and Glass Lewis, said they would be voting against Musk’s proposed compensation plan.

Tesla CEO Elon Musk’s $1 trillion pay package hits first adversity from proxy firm

Today, the State Board of Administration of Florida (SBA) said it would vote in favor of Musk’s newly-proposed pay day, making it the first large-scale shareholder to announce it would support the CEO’s pay.

One analyst said that Musk’s payday is inevitable. Gary Black of the Future Fund said today there is a “near-zero chance” that shareholders will allow Musk’s pay package to be rejected:

“There is a near-zero chance that $TSLA shareholders will vote down Elon’s new proposed comp plan at the Nov 6 shareholders’ meeting.”

He added an alternative perspective from Wedbush’s Dan Ives, who said that he had a better chance of starting for the New York Yankees than the comp package not being approved.

There is a near zero chance that $TSLA shareholders will vote down Elon’s new proposed comp plan at the Nov 6 shareholders’ meeting. As Wedbush analyst Dan Ives (@divestech) colorfully put it in a Yahoo Finance interview on October 23rd: “I have a better chance of starting for…

— Gary Black (@garyblack00) October 27, 2025

Black’s the Future Fund sold its Tesla holdings earlier this year. He explained that the firm believed the company’s valuation was too disconnected from fundamentals, citing the P/E ratio of 188x and declining earnings estimates.

The firm maintained its $310 price target, and shares were trading at $356.90 that day.

Shares closed at $452.42 today.

The latest predictions from betting platform Kalshi have shown Musk’s comp package has a 94 percent chance of being approved:

https://t.co/uZ67o1Ft1y

— Kalshi (@Kalshi) October 20, 2025

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On Monday, the SBA submitted a filing to the Securities and Exchange Commission (SEC) stating that it would vote to support Musk’s compensation plan, just as it did with the 2018 performance award and its second vote last year:

“The SBA supported Tesla’s 2018 performance award proposal and reaffirmed that support in the 2024 Tesla shareowner vote. The total return on Tesla’s stock after enactment of its 2018 performance award and the prior history of incentive structured plans leads us to strongly support the proposed 2025 CEO performance award. We believe the proposed award continues to promote an aggressive strategy to align incentives between management and shareowners and focuses solely on pecuniary factors and long-term shareowner value creation.”

This is the first large-scale shareholder that has come out and supported Musk’s potential compensation plan, which was outlined by Tesla and its Board of Directors earlier this month.

Most of the news surrounding Musk’s pay plan has been the opposite of what the SBA said today, as Institutional Shareholder Services (ISS) and Glass Lewis, two proxy firms, said they would be voting against the compensation package.

Tesla Board Chair defends Elon Musk’s pay plan, slams proxy advisors

Musk replied to their vote last week during the Q3 Earnings Call, calling them “corporate terrorists.”

He said:

“I just don’t feel comfortable building a robot army here and then being ousted because of some asinine recommendations from ISS and Glass Lewis, who have no freaking clue. I mean, those guys are corporate terrorists. The problem, yeah. Let me explain, like, the core problem here is that so many of the index funds, passive funds, vote along the lines of whatever Glass Lewis and ISS recommend. They’ve made many terrible recommendations in the past. If those recommendations had been followed, they would have been extremely destructive to the future of the company.”

SBA’s perspective on the plan relies on what Musk has done in the past decade with Tesla, as he has driven company growth, increased shareholder value, and kept the company on track with its lofty and ambitious goals.

It also outlined nine reasons to support Musk’s compensation:

1. Pure Pay for Performance Design – Entirely Performance-Based, aligns with Shareowners
2. Size of the Award and Share Count – Performance-based allocation, dilution tied to value creation, structured milestone design
3. Market Capitalization Milestones – Clear, tiered targets, sustained performance requirement, shareholder value focus
4. Operational/Product Milestones – Clear, quantifiable goals, strategic product focus, financial discipline, multi-quarter evaluation windows
5. Vesting/Holding Periods – Long-term vesting structure, mandatory holding period, continuous service requirement
6. CEO Succession – Succession planning requirement, performance integrity safeguard
7. Time Horizon and Duration – Extended performance window of 10 years, no intermediate vesting
8. Dilution & Voting Power Implications – Potential for significant ownership increase, permanent dilution
9. Ambition and Stretch Goals – Extraordinary Scale of Growth, Shareowner value focus

Shareholders will vote on Musk’s compensation package on November 6 at the annual Shareholder Meeting.

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Yun-Ta Tsai, a Senior Staff Engineer in the Autopilot program at Tesla, has worked at the company for five years. He has been in his current position for two years and three months.

Tesla rewards CEO Elon Musk with massive, restricted stock package

Tsai posted a lengthy statement in response to Tesla announcing its new pay package for Musk, which the company’s Board of Directors announced yesterday. He was fully in support of his boss getting paid, especially considering Musk “came to work every day” without being paid for eight years.

Tsai said:

“8 years without pay, but Elon still came to work everyday despite hitting all the milestones.

Most founders, even being paid much better, would simply abandon ships or being “zucked”.

I often joked my annual comp was higher than Elon but it was true.

When Elon is motivated, it also motivates us, especially in this fork of humanity. I would not be staying in Tesla this long unless he is still leading.

Hopefully Elon gets his first paycheck soon after 8 years of grinding in hell. It is time.”

It’s no secret that Musk has the reputation of someone who is incredibly driven, motivated, and determined to come through on his personal and professional goals. In times of need at the company, Musk sleeps at the office and works seven days a week.

Recently, it came to the surface that he nearly missed his brother’s wedding years ago because of work.

8 years without pay, but Elon still came to work everyday despite hitting all the milestones.

Most founders, even being paid much better, would simply abandon ships or being “zucked”.

I often joked my annual comp was higher than Elon but it was true.

When Elon is motivated,… https://t.co/zboBpiMH4u

— Yun-Ta Tsai (@YunTaTsai1) August 4, 2025

Musk’s attitude toward work is what has made Tesla, SpaceX, Neuralink, and other entities so successful.

Musk’s new pay package

Tesla announced the new pay package for Musk yesterday, under the following terms:

• 96 million restricted shares of stock, subject to Elon paying a purchase price upon meeting a two-year vesting term, to be delivered after receipt of antitrust regulatory approval
• The purchase price will be equal to the split-adjusted exercise price of the stock options awarded to Elon under the 2018 CEO Performance Award ($23.34 per share)
• A requirement that Elon serve continuously in a senior leadership role at Tesla during the two-year vesting term
• A pledging allowance to cover tax payments or the purchase price
• A mandatory holding period of five years from the grant date, except to cover tax payments or the purchase price (with any sales for such purposes to be conducted through an orderly disposition in coordination with Tesla); and
• If the Delaware courts fully reinstate the 2018 CEO Performance Award, this interim award will be forfeited or returned or a portion of the 2018 CEO Performance Award will be forfeited. To put it simply, there cannot be any “double dip.” Elon will not be able to keep this new award in addition to the options he will be awarded under the 2018 CEO Performance Award, should the courts rule in our favor

The board added a statement that said it believed now would be an ideal time “to take decisive action to recognize the extraordinary value that Elon created for Tesla shareholders.”

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