Tesla's $1tn, 10-year pay package to retain CEO Elon Musk is likely to be approved by shareholders at the company's annual meeting in November even though the amount is staggering.That is because it was crafted with an eye on keeping Musk in place, addressing concerns about the company's technical outlook and giving big company owners just enough reason to back the massive amount, investors and executive pay analysts said.Earlier on Friday, the automaker's board approved what it called "A Super Ambitious Incentive Package for a Pioneering, Ambitious and Unique CEO" that sets out lofty earnings and valuation targets awarding Musk millions of shares over the next decade if he hits them. It immediately gives Musk 96mn shares of restricted stock worth more than $31bn as of intraday trading on Friday that vests over the next two years, as well as more control over the company. His total 2025 compensation package is worth north of $113bn, executive compensation research firm Equilar has estimated."The pay package, which makes a big bet on the future of robots, may see shareholder support," said Taufiq Rahim, a SpaceX investor and principal at 2040 Advisory. "But it raises larger social questions about the outsized gains going to relatively few capital holders, which is likely not sustainable and will face public pressures.”The package is designed to keep Musk from leaving and is squarely focused on transforming Tesla into an artificial-intelligence and robotics powerhouse, the board said in a securities filing. It said Musk is the only person on the planet who can unlock Tesla's full potential.The compensation committee started negotiating Musk's pay package in February, it said, meeting with lawyers 37 times and directly with Musk 10 times over seven months. Certain items were non-negotiable for the idiosyncratic CEO: he wanted 25% of the company, to control Tesla's future direction and to be fully compensated for a 2018 pay package that was hung up in litigation.Musk threatened to leave more than once, and the board worried the company's AI talent would follow him out the door, it said in the filing.The $31bn in restricted shares, which he cannot sell for at least five years, is partial payback for a $56bn 2018 pay plan that a Delaware court voided last year. If Musk wins in court within a certain time frame, he will not receive the one-time payment "so there can be no 'double dip,'" the board said."Musk also raised the possibility that he may pursue his other interests and leave Tesla if he did not receive such assurance," the board said.The pay plan is by far the largest ever for any CEO, Equilar said. And while it is likely to face legal challenges, compensation experts see it winning shareholder approval."Time and time again, Tesla's shareholders have approved these grants over the years," Equilar Research Director Courtney Yu told Reuters. "While it may seem outlandish now, shareholders will get tremendous value out of it if Elon Musk is successful."None of Tesla's three largest outside investors, Vanguard Group, BlackRock or State Street, immediately said on Friday how they would vote. Among them, Vanguard and BlackRock supported Musk's $56bn pay package last year, disclosures show, while State Street funds voted against it.Tesla and top funds can still expect pressure over the pay, however, with a number of union figures and public-sector treasurers voicing concern."We urge shareholders to reject Musk’s money grab, take away the Tesla board’s rubber stamp, and restore basic corporate governance standards," said Randi Weingarten, president of the American Federation of Teachers, in a statement.Musk, who currently controls close to 13% of the company, would own 25% if the plan is approved, so long as he hits his performance targets and sticks around for at least seven more years. Payable over 12 tranches after hitting certain milestones, the ultimate prize could make Tesla the most valuable company in the world with an aspirational market capitalisation of $8.5tn, making it worth more than Microsoft, Meta Platforms and Alphabet combined, today, the board noted.Kristin Hull, founder and chief investment officer of Tesla investor Nia Impact Capital, called the package irresponsible. "This is investor money that could go into R&D or acquisitions, places that would really benefit Tesla in the long term," she said, adding that she is considering a challenge with other shareholders.Dan Coatsworth, investment analyst at AJ Bell, called Musk a visionary but said the pay plan was excessive and could set a bad precedent in corporate governance. He questioned whether Musk was worth that much."He also presides over a company that has lost its edge, is being overtaken by rivals, and whose brand has been tarnished by Musk’s actions outside of Tesla," he said.Tesla’s shares closed up 3.6% at $350.84 on Friday. They are down 13% for 2025, although they have recovered from their lows. Investors worry about its deteriorating electric vehicle business and rising foreign competition."One minute Tesla’s board is wondering if Elon Musk is a liability to the company given his outspoken views and political distractions, the next they’re effectively saying ‘pick a number, any number’ to lock him in for as long as possible," Coatsworth said."Surely Musk should be fighting for his job, not Tesla’s board fighting to keep him?"
