Why a $1 Trillion Pay Package for Tesla’s Elon Musk Is About to Sail Through Its Upcoming Vote

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Tesla Chief Executive Elon Musk has threatened to leave the company if investors don’t agree to a proposed compensation plan that could earn him up to $1 trillion. Regardless of whether he would follow through, analysts don’t expect shareholders to take that risk.

“Over 50% of the shareholders today would say that Tesla is Elon in Elon is Tesla,” said Cantor Fitzgerald analyst Andres Sheppard, who thinks Tesla could “thrive” even without Musk at the helm. “There are a lot of people, maybe even a majority, who correlate Tesla’s success with Elon’s tenure.”

After the market closes Thursday, Tesla will hold its annual meeting and reveal how investors voted on a series of proposals. That includes multiple proposals tied to compensating Musk for years of past work and establishing a new 10-year pay package.

Delaware’s highest court is evaluating Musk’s 2018 compensation package, which was approved twice by a wide majority of voting shareholders but struck down by a state judge last year. Musk was not allowed to participate in those previous votes. He can vote his roughly 15% stake this time around, thanks to laws in Texas.

If Musk meets a series of goals outlined in the new plan, including raising Tesla’s market value to $8.5 trillion, he would end up with almost 29% of Tesla shares, fulfilling his wish to have greater control over the company.

“The point is that I just need enough voting control to give a strong influence, but not so much that I can’t be fired if I go insane,” Musk said on a recent earnings call after expressing worry that Tesla could develop a “robot army” and then get ousted.

Supporters, such as the Florida State Board of Administration, argue that if Musk meets his goals, he’ll create enormous value for shareholders. At the same time, since his pay is tied to completing multiple sets of goals, proponents say Musk only gets paid for the value he creates.

But opponents, including Norway’s sovereign-wealth fund, have taken issue with the size of the proposed package, the dilution of shares and enhanced “key man” risk. The package, in their view, will make Tesla more dependent on keeping its CEO happy and reduce shareholders’ voice on important matters.

Earlier this year, when Musk was paying more attention to his work in Washington, D.C., Tesla’s sales and stock slid. After he left his government job and focused more attention on his companies, the stock began to recover — though other factors certainly helped.

“Unique to Tesla, we would also identify leadership risk considering Elon Musk’s importance to the valuation of the company,” Deutsche Bank analyst Edison Yu wrote in a Monday note. Musk is “the ultimate ‘key man’ of key man risk,” Ron Baron, whose asset management firm first invested in Tesla more than a decade ago, noted in a lengthy statement supporting the compensation proposal.

Musk has a lot of leverage, even excluding his importance to investors. A “majority” of his wealth now comes from his other business ventures, rather than from his Tesla holdings, Tesla’s board said in a proxy filing. Without proper compensation, he could leave the company to work on his other projects, Tesla warned.

He’s spoiled for choice. In addition to Tesla, Musk leads xAI, which also owns X.com, aerospace firm SpaceX, tunneling startup Boring Co., and Neuralink, which has now implanted its brain-chip devices in at least a dozen people.

“Maybe he decides he wants to spend more time at xAI, or maybe he wants to spend more time at SpaceX,” said Morningstar analyst Seth Goldstein. “I think if shareholders vote no, he would take that personally.”

But, regardless of how the compensation vote is resolved, Tesla will have to evaluate a plan to succeed without Musk.

The final tranches of the compensation proposal require Musk to outline a framework for executive succession. And, in the event he leaves the company following a denial of his pay, the board would need to name a successor sooner rather than later.

Chair Robyn Denholm told Bloomberg last week that an internal candidate would “most likely” be chosen to help ensure a smooth transition should Musk leave, adding that there would be several potential ways to fill Musk’s role, including picking an executive like Senior Vice President of Automotive Tom Zhu or appointing multiple people to the role. 

Baron agreed, noting in his statement that “it should be possible” to draw from Tesla’s pool of engineers to create a team to succeed Musk in the future. But few among Tesla’s current roster of leaders are known to most investors — and none have a reputation near Musk’s own. 

“I always play this game with investors … where I just ask them if they can name me any other executive from Tesla,” said Sheppard. “And most people can’t.”

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