<div id="readability-page-1"><div> Tesla Board Chair Robyn Denholm has issued a warning to shareholders: CEO Elon Musk may walk away from the company if they vote against his proposed $1 trillion performance-based compensation plan. The warning came in a letter to investors on Monday, just over a week before Tesla’s annual meeting on November 6, where shareholders will decide the fate of the massive pay deal. Denholm emphasized that Musk’s continued leadership is “critical” to Tesla’s success as it accelerates its push into artificial intelligence, robotics, and autonomous driving. “Without Elon, Tesla could lose significant value, as our company may no longer be valued for what we aim to become,” she wrote. The proposed pay package—considered the largest in corporate history—would grant Musk 12 tranches of stock options tied to a series of ambitious milestones. These include Tesla reaching an $8.5 trillion market capitalization, producing 20 million vehicles annually, deploying 1 million robotaxis, and delivering 1 million Optimus humanoid robots. If approved, Musk could gain more than 423 million additional shares, increasing his stake from roughly 13% to around 25%. The deal is designed to retain Musk’s focus on Tesla for at least another seven years, according to Denholm, who described it as “less about compensation and more about ensuring his voting influence over the company’s future.” The timing of the letter comes as pressure mounts from proxy advisory firms and investor groups urging shareholders to reject the proposal. Both Glass Lewis and Institutional Shareholder Services (ISS) have criticized the “astronomical” value of the package, citing concerns about corporate governance and Musk’s growing influence over Tesla’s board. Denholm dismissed those concerns, arguing that Musk’s vision and technical expertise are irreplaceable assets as Tesla transitions from being “just another car company” to a leader in global AI and clean energy. “The opportunity for Tesla ahead is significant,” she told CNBC, highlighting the company’s expansion into Full Self-Driving software and the Optimus robotics program. Musk, meanwhile, has publicly lashed out at proxy firms, calling them “corporate terrorists” during Tesla’s recent earnings call. He also reiterated his desire for greater control over Tesla’s direction, warning he’s uncomfortable leading the company’s AI and robotics efforts without sufficient influence. Earlier this year, a Delaware court struck down Musk’s 2018 pay deal, ruling it was improperly awarded by a board too closely tied to him. Along with publishing the letter, Tesla took to the road to promote Musk’s pay package, bringing a Cybercab and Optimus robot to New York City, coinciding with Denholm’s appearance at the Nasdaq MarketSite Studio on Monday. </div></div>

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Tesla Board Chair Robyn Denholm warned shareholders that CEO Elon Musk may leave if they reject his proposed $1 trillion performance-based compensation plan. The plan, which ties Musk's pay to ambitious milestones, is crucial for retaining his leadership as Tesla expands into AI and robotics. Denholm emphasized Musk's irreplaceable vision and expertise, despite criticism from proxy advisory firms regarding corporate governance. The annual meeting on November 6 will determine the fate of the proposal, which could significantly increase Musk's stake in the company.

- Tesla Board Chair Robyn Denholm warned shareholders that CEO Elon Musk may leave if they reject his $1 trillion performance-based compensation plan.  
- The plan, which ties Musk's pay to ambitious milestones, is crucial for retaining his leadership as Tesla expands into AI and robotics.  
- Despite criticism from proxy advisory firms regarding corporate governance, Denholm emphasized Musk's irreplaceable vision and expertise as essential for Tesla's future success.

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Elon Musk’s Leadership “Critical,” Tesla Chair Warns Ahead of $1 Trillion Pay Vote