The $56 billion pay package, then the trillion-dollar one

The 2018 plan gave Musk stock options in 12 tranches, unlocked as Tesla hit market-value and operating targets. It paid no salary. Tesla hit every target. A shareholder, Richard Tornetta, sued, and in January 2024 the Court of Chancery found the board had not been independent of Musk and had not told shareholders enough, and it rescinded the award. [1]

Tesla put the plan to shareholders again in June 2024; they backed it, and they also approved moving Tesla’s incorporation to Texas. The Chancery judge refused to let the second vote cure the problem. [1][3]

On 19 December 2025, the Delaware Supreme Court reversed the remedy, reinstating the award and awarding the plaintiff $1 in nominal damages. Reuters noted the award was valued at about $56 billion when it was struck down and about $139 billion at the time of the ruling. [1][2]

At Tesla’s annual meeting on 6 November 2025, shareholders approved a new CEO Performance Award by 1,892,235,822 votes to 564,940,908, according to Tesla’s filing. [1]

The plan grants shares in 12 tranches over about a decade. The final tranche requires an $8.5 trillion market value, along with operating goals such as vehicle deliveries, robotaxis and humanoid robots. Reuters put the headline value at up to about $1 trillion, or $878 billion after the exercise price. Proxy advisers ISS and Glass Lewis and Norway’s sovereign wealth fund opposed it. [2][3]

Supporters argued that Musk’s attention was worth paying for and that he gets nothing unless shareholders gain enormously. Opponents argued no single executive is worth that much and that the board is too close to him.