Tesla’s board of directors has announced a new compensation package for CEO Elon Musk worth around $29 billion in shares, with the company citing the “ever-intensifying AI talent war and Tesla’s position at a critical inflection point” as reasons for the payout.
The massive pay package is being allocated through a 2019 Equity Incentive Plan that is already approved by shareholders, so it won’t go to a vote, according to a regulatory filing and Ann Lipton, a professor at the University of Colorado Law School. Tesla says it will put “a longer-term CEO compensation strategy” to a vote at the company’s annual shareholder meeting, which is scheduled for November.
Musk’s new compensation plan will be entirely voided if the Delaware Supreme Court decides to overturn a judge’s January 2024 decision to strike down Musk’s 2018 compensation package because of how it was negotiated behind the scenes. That pay package was worth around $56 billion.
Musk has threatened to stop working on AI and robotics at Tesla unless he gains more control over the company. Those threats preceded what is now a multi-million dollar talent war among the biggest companies in the artificial intelligence space, along with a rush of mergers and acquisitions.
At the same time, Musk has built up his own AI company outside Tesla called xAI, which now owns X, his social media platform. This has happened while Tesla’s sales growth has vanished and its brand has been damaged by Musk’s involvement in the Trump administration.
Tesla said Monday that its board of directors formed a special committee earlier this year consisting of chairwoman Robyn Denholm and board member Kathleen Wilson-Thompson in order to sort out a new package.
The award they ultimately decided on involves giving Musk 96 million shares that will vest in two years, provided that he “serve continuously in a senior leadership role at Tesla” during that term and holds the stock for five years. Unlike Tesla’s previous award to Musk, this new package does not appear to be tied to goals like increasing the company’s stock price.
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At Tesla’s Monday pre-market trading price, that would be worth around $29 billion. Musk will have to pay a $23.34-per-share purchase price, bringing the total current value of the award to him to roughly $26.7 billion. Depending on how the Delaware Supreme Court rules on Tesla’s appeal, the package may be forfeited so “there cannot be any ‘double dip,’ according to Tesla.
“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 company wrote.
Tesla said Musk and his brother Kimbal, who is also a board member, recused themselves from the process of constructing this new compensation package. Musk’s involvement in the 2018 compensation package was one of the reasons why Delaware Chancery Court judge chancellor Kathaleen McCormick decided to strike it down following a trial sparked by a shareholder lawsuit.
McCormick said the process of creating that 2018 plan was “deeply flawed” because of Musk’s input and his deep connections to the people on Tesla’s board. She also criticized that plan for not including any terms that would bind Musk to Tesla for “any set amount of time” — a likely reason for the two-year pledge included in the new plan.
McCormick’s decision caused an uproar among Tesla’s largest fans and many of its shareholders. It’s also what inspired the company to re-incorporate from Delaware to Texas, a state with fewer established shareholder protections written into its laws. Tesla went as far as holding a shareholder vote to “re-affirm” the pay package. But McCormick confirmed her decision in December 2024, saying the vote and Tesla’s legal arguments were “unprecedented theories [that] go against multiple strains of settled law.”
Update: This story and the headline have been updated to reflect that the award has been approved by Tesla’s board and does not need a shareholder vote.
