Tesla Chair Sounds Alarm, Calls Musk’s Leadership ‘Critical’ As $1 Trillion Pay Plan Faces Vote
In a letter to shareholders on Monday, Denholm said the performance-linked compensation plan was vital to “retain and motivate” Musk for another seven and a half years.
Tesla is bracing for a dramatic showdown as CEO Elon Musk’s colossal $1 trillion pay proposal heads for a crucial shareholder vote on November 6.
The electric carmaker’s chair, Robyn Denholm, has issued a stern warning that Musk could walk away if the plan is rejected, a move that could send shockwaves through the global tech and auto sectors.
Chair Sounds Alarm Ahead of Vote
In a letter to shareholders on Monday, Denholm said the performance-linked compensation plan was vital to “retain and motivate” Musk for another seven and a half years, reported Reuters.
She described Musk’s leadership as “critical” to Tesla’s future, adding that without a fair incentive structure, the company risks losing his “time, talent and vision.”
The proposal would see Musk awarded 12 tranches of stock options tied to Tesla hitting extraordinary milestones, including a market valuation of $8.5 trillion, breakthroughs in autonomous driving, and advances in robotics. Denholm argued that aligning Musk’s rewards with shareholder value would ensure Tesla’s continued dominance as it expands deeper into artificial intelligence and self-driving technology.
Governance Under Fire
Tesla’s board, however, faces fierce criticism from governance experts and advocacy groups who accuse it of being too close to Musk. Earlier this year, a Delaware court struck down his 2018 pay package, calling it “improperly awarded” and negotiated by directors lacking full independence.
Denholm’s latest plea doubles down on defending the board’s position, urging investors to re-elect three long-serving directors who have worked closely with Musk. She said their experience and steady hand were vital as Tesla navigates this turbulent period.
Musk Hits Back at Critics
Musk, known for his defiant streak, has fiercely defended the proposal. Speaking to investors during a recent call, he said, “It’s not like I’m going to go spend the money. There needs to be enough voting control to give me strong influence, but not so much that I can’t be fired if I go insane.”
He also blasted proxy advisory firms ISS and Glass Lewis, branding them “corporate terrorists” for urging shareholders to reject the plan. “I just don’t feel comfortable building a robot army here and then being ousted because of some asinine recommendations from ISS and Glass Lewis, who have no freaking clue,” he said. Musk accused them of having “made many terrible recommendations in the past” that could have “destroyed the future of the company.”
What’s at Stake for Tesla
The upcoming vote has drawn intense attention from Wall Street and global investors, who view it as a referendum on Musk’s leadership style and the board’s independence. For Tesla, the stakes are immense: losing Musk’s focus could complicate its push into AI, robotics, and next-generation mobility.
Alongside Tesla, Musk continues to juggle multiple ventures, including rocket manufacturer SpaceX and AI startup xAI, which owns the social media platform X. Denholm emphasised that Tesla needs Musk’s full engagement as it seeks to lead the global transition to smart, sustainable transport.
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