Elon Musk’s $1tn pay deal approved by Tesla shareholders

Tesla boss Elon Musk has had a record-breaking pay package that could be worth nearly $1tn (£760bn) approved by shareholders.

The unprecedented deal was approved by 75% of votes and drew huge applause from the audience at the firm’s annual general meeting on Thursday.

Musk, who is already the world’s richest man, must drastically raise the electric car firm’s market value over 10 years. If he does this and meets various targets, he will be rewarded with hundreds of millions of new shares.

The scale of the potential payout has drawn criticism, but the Tesla board argued that Musk might leave the company if it was not approved – and that it could not afford to lose him.

Following the announcement, Musk took to the stage in Austin, Texas and danced to chants of his name.

“What we’re about to embark upon is not merely a new chapter of the future of Tesla, but a whole new book,” he said.

“Other shareholder meetings are snoozefests but ours are bangers. Look at this. This is sick,” he added.

The milestones Musk must achieve over the next decade to maximise his payout include raising Tesla’s market value to $8.5tn from $1.4tn at time of writing.

He would also need to get a million self-driving Robotaxi vehicles into commercial operation.

But his early remarks on Thursday placed the spotlight on the Optimus robot, dashing the hopes of some long-time analysts and Tesla watchers who want Musk to focus on reviving the company’s electric vehicle business.

“Let it sink in where Musk’s head is at,” wrote analyst Gene Munster, the managing partner at Deepwater Asset Management, on X.

“His vision of the ‘new book’ starts with Optimus. No mention of cars, FSD and robotaxi yet.”

Later, Musk did refer to FSD, shorthand for full-self driving, saying the company was “almost comfortable” allowing drivers to “text and drive essentially.”

US regulators are investigating Tesla’s self-driving feature after multiple incidents, in which the cars drove through red lights or on the wrong side of the road, some resulting in crashes and injuries.

Tesla shares were slightly higher in after hours trading but have risen more than 62% over the last six months.

Sales have slid in the year since Musk aligned himself with US President Donald Trump – a relationship that disintegrated this past spring.

Tesla shareholder Ross Gerber told BBC News that Musk’s pay deal marks “another notch in the unbelievable things that you see in business.”

Musk has made clear his goals for Tesla but the company faces a slew of challenges, including its struggling financial performance, said Mr Gerber, who is the chief executive of investment firm Gerber Kawasaki.

It is still not clear if there will be a big demand for humanoid robots, said Mr Gerber. Tesla also faces stiff competition in the robotaxi industry from rivals like Waymo, he added.

Mr Gerber said that his company recently lowered its stake in Tesla due to concerns over “the polarisation of [Musk’s] persona” which has “demolished the value of the brand”.

“Elon seems to be divorced from the reality that his opinion among the public is so low,” he said.

Wedbush Securities’ Dan Ives, a tech analyst who has been a long-time advocate of Musk’s leadership of Tesla, called him “Tesla’s biggest asset” in a note published after the vote.

“We continue to believe that the AI valuation is getting unlocked, and we believe the march to an AI driven valuation for TSLA over the next 6-9 months has now begun,” Mr Ives added.

Ann Lipton, a law professor at the University of Colorado, said it was unclear whether Musk would achieve the targets set out by the company, but highlighted how he “hit those milestones ahead of schedule” in 2018.

She said his political interests had created some “polarisation”, but his pay package did not “put any constraints on his activities” outside of the company.

Musk already held 13% of Tesla shares. Shareholders had twice ratified a pay package worth tens of billions of dollars if he achieved a tenfold increase in the company’s market value – which he did.

But a Delaware judge rejected that pay deal on grounds that Tesla board members were too close to Musk.

Tesla reincorporated from Delaware to Texas, and the Delaware Supreme Court is currently reviewing the lower court judge’s decision.

The new pay package was rejected by several major institutional investors including Norway’s sovereign wealth fund – the world’s largest national wealth fund – and the California Public Employees’ Retirement System (CalPERS) – the biggest public pension fund in the United States.

That left Musk more reliant on Tesla’s unusually large volume of retail investors.

Musk and his brother Kimbal, who also serves on the Tesla board, were both allowed to vote going into Thursday’s meeting.

In recent weeks, members of Tesla’s board of directors have helped lobby for Musk’s new pay package with a marketing blitz that riled some corporate governance experts.

A video posted to votetesla.com showed board chair Robyn Denholm and director Kathleen Wilson-Thompson praising Musk.

Kathryn Hannon, investment manager at RBC Brewin Dolphin, said the new pay deal would give Musk “increasing voting power over the company”, which he had long been requesting for a number of years.

“Elon Musk, whether you like him or not, he is a visionary in this space and I guess putting the correct governance and incentivisation structures around him to deliver this does align him, hopefully, with shareholders on that success journey.”