Source: Tencent Technology
Author: Wu Ji
On November 6 Eastern Time in the United States,$Tesla (TSLA.US)$At the annual shareholders' meeting held at Tesla's Gigafactory in Austin, Texas, shareholders approved a new CEO compensation incentive plan for Tesla CEO Elon Musk with over 75% of the votes cast, following both on-site and advance voting. This performance-based incentive plan has a potential value approaching $1 trillion.
The passage of this resolution means that if Musk achieves the various market capitalization and operational milestones set forth in the plan over the next decade, he will gradually receive approximately 423.7 million restricted stock units (RSUs) of the company, with a theoretical maximum value of up to approximately USD 1 trillion; if the targets are not met, the corresponding rewards will lapse.
The market reacted swiftly to the outcome, with Tesla shares closing nearly 2% higher in after-hours trading. The approval is widely regarded as confirmation of stability in the company’s leadership and indicates that investors are willing to continue supporting Musk's long-term vision.
01
Detailed Explanation of the Performance-Based Incentive Plan: Twelve Stages
Final Target: $8.5 Trillion Market Capitalization
This compensation plan is essentially a decade-long performance-based wager agreement.
According to the board's disclosure, the core content of the plan is as follows:
Grant Size: Elon Musk will be awarded 423.7 million restricted stock units (RSUs), accounting for approximately 12% of the adjusted share capital.
Staged Vesting: Divided into 12 tranches, each tranche requires meeting both market capitalization thresholds and at least one operational or financial target.
Market Capitalization Targets: Starting from the current level of approximately USD 1.5 trillion, with a final target of USD 8.5 trillion. For each tranche achieved, the company’s market capitalization must increase by between USD 500 billion and USD 1 trillion.
Performance Targets: Include cumulative delivery of 20 million vehicles, 10 million active Full Self-Driving (FSD) users, commercial operation of 1 million Robotaxis, delivery of 1 million Optimus robots, and achieving an annual adjusted EBITDA of USD 400 billion (validated over four consecutive quarters).
Protective Clauses: The market capitalization must remain above the target level for three consecutive months, and the performance targets must be achieved for four consecutive quarters; if Elon Musk leaves the company, any unvested portion will become void.
Comparison with the 2018 Plan: The new plan represents a comprehensive upgrade in scale and objectives, expanding from a single financial metric to encompass the artificial intelligence and robotics supply chain, presenting challenges that are more long-term and strategic.
Robyn Denholm, Chair of the Tesla Board, wrote in a letter to shareholders: “This is not only an incentive plan but also a future covenant. Retaining Elon Musk is key to Tesla’s continued innovation.”
02 Overview of Key Proposals:
Elon Musk Receives 208 Million Shares of Incentive Awards
Tesla announced at the shareholders' meeting that shareholders voted in line with the board's recommendations on nearly all proposals. Specific results include:
Re-election of Directors: Three directors, Ira Ehrenpreis, Joe Gebbia, and Kathleen Wilson-Thompson, were re-elected.
Unconditional Share Grant: After depleting the employee stock reserve and temporarily freezing employee compensation, Musk was awarded 208 million shares of common stock without any conditions attached.
Rejection of Sustainability and Child Labor Audit Proposal: Shareholders voted against the related audit requirements.
Continued Limitation on Shareholder Accountability: Shareholders decided to maintain current regulations, which stipulate that unless one holds more than 3% of equity—valued at over approximately $44 billion at current share prices—they cannot sue management for breach of fiduciary duty. During the meeting, a small group of shareholders verbally protested this proposal and shouted “boo.” Clearly, they were highly dissatisfied with being deprived of their voting rights.
Shareholders showed clear divergence from the board’s recommendations in the following voting outcomes:
Annual Director Re-election: Shareholders opted to re-elect all directors annually.
Retention of Two-thirds Supermajority Requirement: Shareholders voted to continue requiring that any shareholder proposal must secure a two-thirds supermajority to pass, making it more difficult for shareholders to express dissent. Particularly given the dilution of their stakes to grant Musk additional shares, achieving a two-thirds majority would be nearly impossible unless all shareholders unite against Musk.
xAI Investment Not Authorized: Shareholders did not authorize the board to provide financial support for xAI, an AI company privately founded by Musk (although there were more votes in favor than against, the abstention rate was also high). Since this proposal was advisory in nature, the board will consider these results when deciding on subsequent actions.
The actual voting results showed that shareholders followed the board’s recommendations on most proposals. Some shareholders even verbally protested this voting restriction at the meeting, but ultimately, the majority agreed to maintain the current articles of association, further limiting shareholder oversight.
This means that most shareholders effectively chose to sacrifice their own voting rights, concentrating control of the company in the hands of a few, including Elon Musk.
03 Rights Proposal:
Not Entirely an Elon Musk Showcase
At this shareholders' meeting, the proposal to continue restricting shareholders’ ability to hold the company accountable attracted widespread attention.
This proposal aims to restore shareholders’ right to sue Tesla’s management and board—after relocating its headquarters to Texas, the company amended its articles of association to restrict shareholders’ ability to protect their interests through derivative lawsuits.
Thomas DiNapoli, New York State Comptroller and trustee of the New York State Common Retirement Fund, publicly supported the proposal on behalf of the fund, which holds over 3.3 million shares of Tesla.
He pointed out: “Since Texas allows it, the new articles essentially block almost all investors from filing derivative lawsuits unless they hold 3% of the shares. This means only Musk and a few large Wall Street funds are eligible to act independently, leaving the board virtually unaccountable.”
DiNapoli further stated: “Tesla claims this rule is intended to prevent frivolous lawsuits, but courts already have tools to dismiss baseless cases. The charter restrictions hinder effective oversight and make shareholders feel that the board is no longer accountable to them. Our proposal simply seeks to repeal this provision, restore accountability, and ensure investors have the right to protect the company’s long-term value.”
He also noted that this is only part of Tesla’s governance issues: “The board lacks independence, allowing the CEO to divert attention to manage multiple external enterprises while proposing measures that could grant $1 trillion in rewards and further expand control. These problems stem from the same root issue: the board’s failure to independently oversee management.”
Di Napoli concluded, 'Tesla is changing the world through innovation, but without accountability mechanisms, no company can prosper in the long term. Strong governance protects investors and reinforces a company’s long-term competitiveness.'
04 Regarding the vote:
Institutional division, retail investors determining the outcome
At this shareholders' meeting, the proposal to continue restricting shareholders’ ability to hold the company accountable attracted widespread attention.
Tesla's disclosed equity structure prior to the meeting showed that Elon Musk and his trusts hold approximately 14%, while major institutional shareholders include Vanguard, BlackRock, Morgan Stanley's Counterpoint Global, and Fidelity.
The Norwegian sovereign wealth fund (NBIM) and the California Public Employees' Retirement System (CalPERS) explicitly cast opposing votes, though their overall shareholding proportion is limited. Proxy advisory firms ISS and Glass Lewis both recommended opposition, citing governance risks and equity dilution issues as primary concerns.
However, the decisive votes ultimately came from a large number of retail shareholders. Surveys indicate that over 70% of retail investors supported the compensation plan.
Analysts pointed out that the 'emotional trust' of retail investors became a key differentiator—they believe incentivizing Musk equates to betting on Tesla’s future.
05
Musk's Wealth Empire
The struggle for control behind the compensation
According to the Bloomberg Billionaires Index, Elon Musk is currently the world's richest person with a net worth of approximately $473 billion. The approval of this compensation plan could make him the first individual to join the 'Four Comma Club'—a group of individuals with wealth exceeding $1 trillion.
In the first half of the year, Tesla's revenue declined, and some protesters even demonstrated outside showrooms to protest his role in the U.S. government’s reduction of foreign aid and public spending.
In response to external doubts, Musk has chosen to counter with a 'future narrative': he is shifting Tesla’s focus towards two core areas—humanoid robots (Optimus) and Robotaxi autonomous taxis—attempting to create a new growth curve following electric vehicles.
However, both businesses remain in the development stage—Robotaxi still requires an onboard safety operator, and orders for the robot have yet to be opened.
On the social platform X, Musk's supporters—from retail shareholders to Silicon Valley investors—have posted messages urging a 'yes' vote. Their common argument is: 'Musk only gets paid when he makes Tesla more valuable.'
Tesla's investor relations department wrote on the page calling for shareholder votes: 'This compensation plan is designed to ensure that Elon’s time, energy, and talent remain focused on Tesla over the long term, creating tremendous long-term value for shareholders.'
Under the terms of the agreement, Musk must continue to serve as CEO for the next seven and a half years to gradually receive shares. He may simultaneously continue serving as CEO of other companies such as SpaceX and xAI.
Nevertheless, this proposal has sparked controversy among institutional investors. Norway’s sovereign wealth fund voted against it, stating: 'We recognize the value created by Musk’s vision but are concerned about the excessive size of the rewards, significant equity dilution, and the lack of mitigation mechanisms for key-person risk.'
Despite this, market expectations were generally optimistic prior to the meeting. The prediction website Polymarket showed a 93% probability of the proposal passing before the conference.
Elon Musk himself emphasized, when explaining the plan, that it is not about money but control.
At an investor webcast last month, he frankly admitted: 'If I were to build a giant robot army, would I be removed by the board someday? That is my biggest concern.'
'If I cannot maintain sufficient control, I wouldn't dare create such a robot legion.'
To achieve these goals, the challenges Musk faces are unprecedented. Additionally, the compensation agreement requires Musk to 'develop a framework for CEO succession,' which does not set a timeline for his departure but implies that he needs to design institutional arrangements for the transition. Both Musk and his brother Kimbal Musk abstained from the board vote to avoid conflicts of interest.
Musk currently holds approximately 411 million ordinary shares directly, accounting for roughly 13% of the company's total equity. Including family trusts and related holdings, his overall influence approaches 14%.
06 Market Reaction and xAI Investment:
New Variables After the Vote of Confidence
Following the announcement of the shareholder meeting results, analysts generally believe that 'the greatest uncertainty has been resolved.'
Morgan Stanley noted in its latest report that the voting outcome represents 'a referendum on trust in Elon Musk,' which will help boost market confidence in the short term.
However, the debate over governance risks has not subsided. Institutions such as the Norwegian Sovereign Wealth Fund, CalPERS, ISS, and Glass Lewis reiterated post-meeting concerns that an incentive plan of this magnitude could further concentrate power and weaken the independence of the board.
Meanwhile, Tesla's other proposal – the investment in xAI – has yet to be finalized.
A Tesla spokesperson noted that while a majority of shareholders supported investing in xAI, the artificial intelligence company founded by Elon Musk, there was also a "significant number of shareholders who abstained." He disclosed that Tesla's board of directors would "examine the next steps" to determine the approach and terms for subsequent investments. This indicates that although the xAI proposal received majority approval, it still requires further deliberation and does not constitute a final decision.
07 Conclusion:
The Beginning of a Trillion-Dollar Gamble
This shareholders' meeting not only decided on Musk’s compensation but also defined the direction of Tesla for the next decade.
Through the compensation plan, Musk has deeply tied his personal fate to the growth of the company; shareholders, on the other hand, have made a choice between the potential dilution of a trillion-dollar valuation and an even grander vision.
As one analyst put it: "This is not a vote about money, but a vote about belief and the future."
Whether Musk can deliver on this 'Mars-like wager' will become the true test for Tesla in the next decade.
Summary of Musk’s Shareholder Meeting Speech:
At Tesla's 2025 Annual Shareholders Meeting, Elon Musk delivered an information-packed speech, outlining an aggressive and ambitious blueprint for the company's future.
He not only hinted at the possibility of building a 'gigafactory' for chips but also disclosed specific costs for the Optimus robot, production timelines for Cybercab, and predicted that FSD (Full Self-Driving) would soon receive full approval in China. These significant announcements pushed Tesla’s after-hours stock price up by 3%.
Chip Strategy: Potential Construction of 'Gigafab,' Collaboration with Intel Under Consideration
Elon Musk placed a strong emphasis on the chip sector during his presentation, stating, 'I am extremely focused on chips right now.' To support the massive demand for his autonomous vehicles and robotics businesses, he announced that Tesla might need to build a 'gigafactory' for chips to ensure access to 'low-cost' and 'energy-efficient' semiconductors.
At the same time, Musk signaled openness to collaboration, suggesting that 'it may be worth discussing with Intel.'
Although no agreements have been signed yet, Intel’s after-hours share price immediately surged by 3% following this statement. He also compared Tesla to NVIDIA, noting that while NVIDIA must serve all clients, Tesla only needs to optimize chips for its own software, giving it a more targeted advantage.
Robots and Autonomous Driving: Cost Disclosure for Optimus
Regarding the highly anticipated Optimus humanoid robot, Musk revealed for the first time that its current production cost has been controlled to approximately $20,000 per unit.
He reiterated the immense potential of Optimus, calling it 'the biggest product ever' and predicting that there will be tens of billions of Optimus units globally, surpassing even the scale of smartphones and possibly 'eradicating poverty.'
Musk disclosed for the first time that training the Optimus humanoid robot will require an extremely costly investment. He forecasted that related computing expenses could reach 'tens of billions of dollars.'
'This is a huge expenditure,' Musk admitted, vividly illustrating the depth of technology and capital required to transition Optimus from concept to reality.
In terms of autonomous driving, Elon Musk announced that the Cybercab, completely devoid of a steering wheel and pedals, is set to enter production in April 2026. He has set an extremely ambitious production target: eventually achieving a pace of one vehicle every 10 seconds, with the theoretical possibility of one every 5 seconds.
For the Chinese market, Musk predicts that Full Self-Driving (FSD) will receive full approval by February or March 2026. He confidently stated that FSD will soon enable drivers to safely “text while driving.”
Musk also specifically praised the exceptional work of Tesla's Supercharger team.
He noted that the rapid expansion and superior experience of the Supercharger network have led multiple automakers to ultimately opt for integrating with Tesla’s standards rather than building their own systems. “This is good for us,” Musk stated.
The Next-Generation Roadster: The Upcoming 'Most Exciting Product in History'
Musk officially confirmed that the next-generation Tesla Roadster, which first debuted in 2017, is on its way and described it as “the most exciting product launch in history.”
Musk also provided a clear timeline: Tesla plans to hold a product demonstration on April 1, 2026. Approximately 12 to 18 months after that, the Roadster will officially enter mass production.
Although he acknowledged that this high-performance sports car does not fully align with the company’s new mission of “sustainable abundance,” it undoubtedly represents the pinnacle of Tesla’s technology and brand aspirations. However, BI, a leading U.S. online media outlet, previously cited insider sources stating that the Roadster is still at least 2 to 3 years away from mass production.
Musk reiterated the company’s phase theory, stating that what Tesla is writing “is a new book, not just a new chapter.”
Musk emphasized that even though the company’s operations now extend beyond automobile manufacturing, “significantly scaling up vehicle production” remains the core chapter of this “new book.” Vehicles will continue to be an indispensable part of Tesla’s future.
Autonomous Driving Vision: Acknowledging Waymo’s Contributions, Predicting a Future Decline in Total Vehicles
Regarding the future of fully autonomous driving, Elon Musk made a prediction that seems paradoxical for an automaker: In a future where everyone uses autonomous taxis, the total number of vehicles on the road will decrease due to extremely high vehicle utilization efficiency. Surprisingly, he expressed gratitude to competitor Waymo, stating that it “paved the way for autonomous driving and provided significant assistance.” He also admitted that the mass production timeline for the Cybercab will largely depend on the progress of regulatory approval.
Interplanetary Ambition: Tesla and Optimus Positioned as ‘Natural Choices’ for Lunar and Martian Development
When envisioning the future, Musk painted a highly science-fictional picture: Tesla vehicles and Optimus robots will be a “perfect match” for building lunar bases. He stated that these products will also land on Mars and play a role in constructing Martian cities, with specific mention of the Cybertruck.
SpaceX Will Definitely Go Public Someday; Musk Reveals the Burden of Operating Public Companies
During the conference, Elon Musk frankly admitted that operating a public company is “extremely challenging,” citing the associated litigation risks. After careful consideration, he softened his stance for the first time, suggesting that “perhaps” SpaceX should go public at some point. More notably, he proposed finding “some way” for Tesla shareholders to participate in the development of this space exploration company.
Building a ‘Distributed AI Fleet’: Monetizing Idle Vehicles While Keeping Them Engaged
Elon Musk reiterated a groundbreaking concept: Tesla vehicles will form a “large-scale distributed AI inference fleet.” With the owner's consent, electric vehicles parked idle in garages can participate in AI computing and generate income for their owners.
“This could also help prevent the AI inside the car from getting bored,” Musk added. If implemented, this plan would enable millions of Tesla vehicles worldwide to collectively form an unprecedentedly powerful computing network.
Ultimate Reflection: The Future World May Be ‘Governed’ by AI
When asked whether the "sustainable abundance" future he envisions would render his personal wealth irrelevant, Elon Musk’s response elevated the perspective to the level of human civilization.
He suggested that if "artificial intelligence's overall capabilities significantly surpass the aggregate of human intelligence," it would be difficult to imagine a future where the world is dominated by any human being.
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