Tesla Chair Robyn Denholm has warned that Elon Musk could step down as the company’s CEO if shareholders fail to approve his proposed $1 trillion performance-based pay package, ahead of the automaker’s annual general meeting on November 6.
In a letter to investors on Monday, Denholm said the compensation plan was vital to retain and motivate Musk, ensuring he continues to lead Tesla for at least another seven and a half years. She stressed that Musk’s “time, talent, and vision” are critical to Tesla’s long-term success and warned that without a proper incentive structure, the company risked losing his leadership focus.
The proposed plan includes 12 tranches of stock options linked to highly ambitious milestones — including achieving a market capitalization of $8.5 trillion and major breakthroughs in autonomous driving and robotics.
Denholm urged shareholders to support the package, arguing that it aligns Musk’s interests with sustained shareholder value, and also called for the re-election of three veteran board members who have worked closely with him.
The board’s stance comes amid intense scrutiny from corporate governance experts and investor advocacy groups, who have questioned the board’s independence and oversight of Musk. Earlier this year, a Delaware court invalidated Musk’s 2018 compensation plan, citing conflicts of interest and a lack of sufficient board independence.
Defending the proposal, Musk said the package was essential to safeguard Tesla’s future.
“It’s not like I’m going to go spend the money,” he told investors. “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.”
Musk also lashed out at proxy advisory firms ISS and Glass Lewis, who advised shareholders to vote against the plan, branding them “corporate terrorists.”
“I don’t feel comfortable building a robot army here and then being ousted because of asinine recommendations from ISS and Glass Lewis, who have no clue,” Musk said.
Denholm, however, reiterated that Musk’s leadership was indispensable as Tesla pushes deeper into artificial intelligence and autonomous technology, positioning itself for long-term dominance in the evolving mobility and robotics sectors.
Musk currently leads Tesla, SpaceX, and xAI, which also owns the social media platform X.
(With agency inputs)
