Tesla Inc. has announced a bold new compensation package for its CEO, Elon Musk, potentially worth $1 trillion, contingent on the electric vehicle giant achieving an ambitious combination of market valuation and product milestones.
The proposal, disclosed on Friday, would award Musk up to 423.7 million performance-based shares around 12% of Tesla’s current outstanding stock if he leads the company to a market capitalisation of $8.5 trillion, from its current level of approximately $1.1 trillion.
The stock grant is performance-based and will vest in 12 tranches, each tied to a market cap threshold and corresponding operational targets.
Key Elements of the Compensation Plan
Stock-Based Incentive
- Musk is eligible to receive up to 423.7 million restricted stock units (RSUs).
- The RSUs are split into 12 tranches, each contingent on meeting specific performance goals.
Market Valuation Milestones
- Tesla must reach and sustain increasing market cap levels:
- Starts at $2 trillion
- Followed by nine $500 billion increments
- Final two milestones are $1 trillion each
- Sustained performance means the targets must be met across:
- 30-day average and
- 6-month trailing average market capitalisation
Operational & Product Goals
Tesla outlined 12 internal business targets, including:
- Profitability increases measured via adjusted EBITDA
- Major product deployment milestones:
Four Product-Based Milestones
- 20 million Tesla vehicles delivered (cumulative)
- 10 million paid Full Self-Driving (FSD) subscriptions on average over 3 months
- Note: Free trials do not count
- 1 million humanoid “Optimus” robots delivered
- 1 million driverless robotaxis in active commercial service (3-month average)
Vesting & Eligibility
- Shares do not immediately vest upon meeting goals.
- Vesting occurs:
- 7.5 years after program start (Sept. 3, 2025) for shares earned in first half
- 10 years for shares earned in the latter half
- Musk must remain CEO or serve in a board-approved executive role at vesting time to receive the shares.
Forfeiture Conditions
- Unmet goals at the end of the 10-year program result in loss of related tranches
- If Musk exits his role before vesting, unvested shares are forfeited, except in:
- Qualifying terminations
- Change of control scenarios
Context: A High-Stakes Incentive Model
The new pay package echoes Musk’s 2018 compensation plan, which was also performance-based and sparked intense debate over CEO pay structures. Tesla claims this updated structure ensures Musk remains incentivised to deliver long-term growth, innovation, and leadership continuity.
Crucially, the final two tranches also require a board-approved CEO succession plan, suggesting the company is actively planning for long-term leadership stability, a rare detail in high-value executive contracts.
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