Tesla stands at a crossroads. Ahead of Thursday’s annual general meeting, the company has launched a determined campaign to convince investors that Elon Musk deserves a $1 trillion reward. Digital ads make the case for the billionaire’s record-breaking pay plan, while the website Votetesla.com features board chair Robyn Denholm and director Kathleen Wilson-Thompson praising him over a dramatic musical score. But not all shareholders share the enthusiasm. The Austin, Texas, meeting is expected to turn into a direct vote on Musk’s leadership. His political views, erratic decisions, and public persona have made him one of the most polarizing figures in business. On his social platform X, Musk raised the stakes, warning that Tesla’s success “could affect the future of civilization.” He also boosted support from high-profile allies such as Michael Dell, Ark Invest’s Cathie Wood, and his brother Kimbal, a Tesla board member. “There is no one remotely close to my brother,” Kimbal said. Musk’s reply: “Thanks bro ❤️.”
Shareholders question Tesla’s direction
Some investors see the pay debate as a symptom of deeper issues within Tesla. Sales have slowed, and critics argue the company has drifted away from its electric car roots. “What’s incredible is a company struggling to sell cars spending money to promote a pay package,” said Ross Gerber, CEO of Gerber Kawasaki Wealth and Investment Management. He has sold part of his Tesla stake and become increasingly outspoken. “Tesla needs to focus on its mission again—building and selling great EVs,” he said.
A $1 trillion challenge
The plan does not hand Musk a trillion-dollar paycheck outright. Instead, it challenges him to boost Tesla’s market value from $1.4 trillion to $8.5 trillion. He must also oversee a massive rollout of one million self-driving “Robotaxi” vehicles—an ambitious goal given their slow start. If Musk succeeds, he would receive 423.7 million new shares, worth nearly $1 trillion at the target valuation. Tesla has declined to comment on its campaign to sway shareholders.
This is not Musk’s first pay controversy. A previous multibillion-dollar package rewarded him for increasing Tesla’s value tenfold. He achieved it, but in 2024 a Delaware judge struck the deal down, saying the board was too close to Musk. The Delaware Supreme Court is now reviewing that decision while Tesla pursues this even bigger plan.
“Tesla’s approach is unconventional but not surprising,” said Columbia Law professor Dorothy Lund. “They’re hardly an example of good corporate governance.” She added that such shareholder campaigns usually appear when activist investors try to reshape a company, not during pay disputes. “I’ve never seen a company push so hard for a compensation plan,” she said.
Both Elon and Kimbal Musk will vote on this proposal, increasing their influence. Musk, already the world’s richest man, became the first person to reach a half-trillion-dollar fortune earlier this year.
Pressure mounts on Tesla’s board
Tesla insists that Musk is essential to its future. The company says he “uniquely possesses the leadership qualities needed to achieve its long-term goals.” In the promotional video, Wilson-Thompson said the board spent seven months consulting legal and pay experts before finalizing the plan. During Tesla’s latest earnings call, Musk said the issue was not about money but control—ensuring he had enough authority to direct the company’s strategy.
Critics say the board is overstepping its role. “A board’s duty is to protect shareholders, not campaign for a CEO,” said Yale professor Matthew Kotchen, who co-authored a study on the reputational harm Musk’s behavior has caused Tesla.
Institutional investors have also voiced opposition. Proxy advisers Glass Lewis and Institutional Shareholder Services have told investors to reject the package, calling it excessive and harmful to shareholder value. Norway’s sovereign wealth fund—the world’s largest—and CalPERS, the biggest U.S. public pension fund, have both pledged to vote no. New York State Comptroller Thomas DiNapoli has urged investors to oppose Tesla’s directors, accusing them of failing to maintain “independent oversight and accountability.”
A critical vote for Tesla’s future
With major institutions resisting, Musk may depend on Tesla’s army of retail investors, who tend to back him with fierce loyalty. Morgan Stanley analyst Adam Jonas called Thursday’s meeting one of “the most important events in Tesla’s history,” warning that there’s a “real risk” the plan might fail.
Beyond shareholder politics, Musk faces mounting public backlash. Protests have continued since his controversial role in Donald Trump’s short-lived administration earlier this year. “It’s hard to imagine Musk quickly reversing the damage to Tesla’s image,” said Kotchen.
Still, many remain convinced of his unique influence. “Musk’s larger-than-life presence has brought more attention to Tesla than any other business leader could,” said Jessica Caldwell, head of insights at Edmunds. “He’s polarizing, but investors still believe he can make the impossible happen,” she added.
Now, Tesla’s shareholders must decide: will they grant Musk the $1 trillion prize he’s chasing—or signal that even he has reached his limit?
