Tesla Chair Robyn Denholm has cautioned shareholders that Elon Musk could leave his role as CEO if his proposed $1 trillion performance-based pay package is not approved, ahead of the company’s November 6 annual meeting.
In a letter to shareholders on Monday, Denholm emphasized that the package is crucial to retain and motivate Musk to continue leading Tesla for at least another seven and a half years. She described Musk’s leadership as “critical” to the company’s success, warning that without proper incentives, Tesla risks losing his “time, talent, and vision.”
The proposed compensation plan includes 12 tranches of stock options tied to ambitious goals — such as achieving a market capitalization of $8.5 trillion and major milestones in autonomous driving and robotics.
Denholm argued that the pay plan aligns Musk’s interests with shareholder value and long-term growth, urging investors to support it and re-elect three long-serving directors who have worked closely with him.
However, Tesla’s board continues to face scrutiny over its close ties to Musk and questions about its independence and governance practices. Earlier this year, a Delaware court invalidated Musk’s 2018 pay package, ruling that it was improperly granted and influenced by directors who lacked full independence.
The renewed proposal, therefore, comes amid growing debate over corporate oversight and whether Tesla’s board can effectively balance Musk’s influence with shareholders’ interests.
