Shareholders should vote to pay Tesla CEO Elon Musk nearly $1 trillion, or he won’t keep, Board Chair Robyn Denholm mentioned in a letter Monday.
Denholm mentioned Musk is vital to the way forward for the EV maker because it strikes past being “simply one other automotive firm,” with an even bigger deal with Full Self Driving and Optimus.
“With out Elon, Tesla may lose vital worth, as our firm could not be valued for what we purpose to change into,” Denholm wrote forward of Tesla’s annual assembly on Nov. 6.
The shareholder vote for Musk’s pay and different proposals closes at 11:59 p.m. ET on Nov. 5.
A number of teams have publicly opposed the pay package deal in latest days, with proxy advisor Institutional Shareholder Companies recommending in opposition to it.
Final week, a gaggle of unions and company watchdogs launched the Take Again Tesla web site to oppose the pay package deal, noting Musk’s embracing of right-wing political actions and amplifying of conspiracy theories which have broken the model.
Denholm instructed CNBC’s “Squawk Field” on Monday that the corporate is at an “vital inflection level” with synthetic intelligence on the forefront.
“The chance for Tesla sooner or later, given this AI focus and a focus and the distinctive capabilities that we now have as a company, and that Elon brings to us, actually does imply that the chance for the corporate forward of us is critical,” she mentioned.
Tesla reported third-quarter financials final week, lacking earnings expectations however posting a 12% enhance in income after two straight durations of declines.
The proposed plan for Musk, which was outlined by the board in September, consists of 12 tranches of shares granted to Musk if Tesla hits sure milestones.
The primary tranche milestone is a market capitalization of $2 trillion. The corporate is at the moment price about $1.5 trillion.
The subsequent 9 tranches are awarded because the market cap will increase by increments of $500 billion, as much as $6.5 trillion. The final two tranches bump the increment to $1 trillion, placing a $8.5 trillion market capitalization because the final tranche.
Product targets tied to the pay package deal:
- 20 Million Tesla Automobiles Delivered
- 10 Million Energetic FSD Subscriptions
- 1 Million Bots Delivered
- 1 Million Robotaxis in Industrial Operation
There are additionally a sequence of adjusted EBITDA milestones, starting at $50 billion and transferring as much as $400 billion.
The package deal would give Musk elevated voting energy over the corporate, which he has publicly demanded for the previous 12 months and talked about once more on Tesla’s earnings name final week in reference to the expansion of Optimus robots.
“If we construct this robotic military, do I’ve no less than a robust affect over that robotic military?” Musk mentioned to analysts. “I do not really feel comfy constructing that robotic military if I haven’t got no less than a robust affect.”
The complete award would give Musk, who already holds about 13% of the EV maker, greater than 423 million extra shares and take his stake to about 25%.
“He is been very constant in that view, by way of having sufficient affect over the vote of Tesla sooner or later in order that dangerous issues cannot occur with the AI,” Denholm instructed CNBC. “So it is much less about compensation and extra concerning the voting affect.”
Denholm, who famous that retail merchants make up about 30% of Tesla’s shareholder base, mentioned final 12 months was a document turnout for the vote.
She additionally requested that shareholders vote to re-elect Ira Ehrenpreis, Joe Gebbia and Kathleen Wilson-Thompson to the board.
Tesla year-to-date inventory chart.
5 quotes from Denholm’s “Squawk Field” interview:
On Musk’s pay package deal and shareholder worth:
“What we now have achieved within the plan is we have bifurcated the voting rights versus the financial worth. He does not get these financial worth until no less than 12 months seven and a half, even when he delivers them within the first 5 years. And in order that’s one of many options of this plan. … Firstly, shareholders get their return a lot sooner than Elon would if he delivers in opposition to the plan. And secondly, it actually does be sure that the financial worth is an incentive for him to remain on the firm and proceed to ship for fairly a while sooner or later.”
On the upcoming Roadster:
On autonomous driving and AI in autos:
“Leaning into FSD and truly AI within the autos has really been the main focus over this final time period. The mixing of that with a very function constructed automobile for autonomy is definitely actually vital, which is why you see the cyber cabs and, once more, the autos that we now have on the highway right this moment. Nice autos utilizing full self driving as nicely.”
On vote for Tesla to take a minority stake in xAI:
“It’s a shareholder proposal, and what meaning is that the corporate did not put the proposal on the proxy. It was really submitted by shareholders. We acquired plenty of them, and truly this was the commonest proposal round x ai to take a minority stake, or no less than vote on that.”
On Optimus robots:
“So I have been within the lab with Optimus. He can fold laundry. He can wipe the desk down rather well, the place he can hand issues to you, you possibly can really shake fingers with him. The tactile nature of his hand is definitely actually excellent. … He is very cell and really dexterous. He is strolling across the places of work in Palo Alto on a regular basis.”

CNBC’s Lora Kolodny contributed to this story.
