The $1 trillion package hinges on Musk achieving unprecedented milestones. Joe Raedle/Getty Images During Tesla’s annual shareholders meeting in Austin, Texas yesterday (Nov. 6), investors approved a record-setting compensation plan that could award CEO Elon Musk up to $1 trillion in Tesla stock over the next decade. The package, which is tied to an unusually high set of performance milestones, is the third long-term award Tesla has designed to motivate Musk to grow Tesla’s business exponentially. Sign Up For Our Daily Newsletter Sign Up See all of our newsletters Tesla, which currently has a market cap of about $1.35 trillion, has seen EV sales slow in recent periods. Its high stock price is instead riding on expectations that the company will deliver its next wave of A.I.-driven products, including robots and self-driving software. “What we’re about to embark upon is not merely a new chapter of the future of Tesla but a whole new book,” Musk told shareholders yesterday. He also urged investors to “hang onto your Tesla stock,” signaling his confidence that he can drive the company’s market value even higher. The pay plan, first proposed by Tesla’s board in September, drew opposition from major proxy advisors including Glass Lewis and Institutional Shareholder Services (ISS). Even so, more than 75 percent of shareholders ultimately voted for it. The award is structured as 12 tranches totaling 425 million shares, each tied to a mix of market value and operational targets. If Musk achieves all of them, the shares would be worth about $1 trillion. Here are the conditions Musk must meet: Bring Tesla’s market value to $2 trillion to unlock the first tranche. The next nine tranches require $500 billion increases in market value, up to $6.5 trillion. The final two tranches require $1 trillion increases, meaning Tesla would have to reach $8.5 trillion by 2035. Each target must be sustained on both a six-month and 30-day average basis. In addition to those valuation goals, Musk must hit a series of operational milestones: Deliver 20 million Tesla vehicles cumulatively. Reach 10 million active Full Self-Driving (FSD) subscriptions over a consecutive three-month period. Deliver 1 million bots, including Optimus or its successors. Deploy 1 million Robotaxis in commercial operation. Meet annual adjusted EBITDA milestones starting at $50 billion and eventually reaching $400 billion. (Tesla’s 2024 EBITDA was $12.44 billion.) The last two tranches are also conditioned on Musk putting in place a board-approved CEO succession plan. He will be 64 in 2035. If Musk earns the full award, his stake in Tesla would rise to 25 percent from about 13 percent, matching a demand he has made publicly since early 2024. He has argued that a larger ownership position is necessary not to enrich himself but to preserve his ability to steer Tesla toward “an artificial intelligence and robotics juggernaut of truly immense capability and power,” as he said on an earnings call in early 2024. That vision is expected to include his A.I. startup xAI, now valued at about $200 billion. At yesterday’s meeting, Tesla shareholders also voted on a separate proposal to allow Tesla to invest in xAI. Tesla general counsel Brandon Ehrhart said more shares were cast for the proposal than against it, though there were many abstentions, and the board would review next steps. Musk has received two similarly structured awards before, in 2012 and 2018, but the new package is dramatically more ambitious. The 2012 plan required him to raise Tesla’s market cap in $4 billion increments; the 2018 plan raised that bar to $50 billion increments. This time, most of the plan is built around $500 billion jumps. “In 2018, Elon had to grow Tesla by billions; in 2025, he has to grow Tesla by trillions—to be exact, he must create nearly $7.5 trillion in value for shareholders for him to receive the full award,” Tesla said in an SEC filing yesterday.