Tesla's future is tightly bound to Elon Musk's presence. The company's chairwoman, Robyn Denholm, has issued the sternest warning to shareholders yet: if Musk's trillion-dollar compensation package is rejected in the upcoming vote, this irreplaceable figure may choose to leave, casting a huge shadow over Tesla's future.
The shareholder vote for Tesla will close on November 5, and the company is expected to announce preliminary voting results at the annual shareholder meeting on November 6. Reports indicate that Denholm and Tesla board members are intensively meeting with major institutional investors, including Vanguard, BlackRock, and State Street, to garner support for the proposal.
Denholm emphasized that if Musk loses his leadership drive or is not at the helm, it will &#34;negatively impact all shareholders.&#34; However, when asked about the board's contingency plans for such a scenario, she declined to disclose specifics, only stating that the board is aware it would be a &#34;bad outcome.&#34;
This is not the first time Musk's compensation has sparked controversy. Last year, an old plan valued at $56 billion, granted in 2018, was approved by shareholders but later ruled invalid by a Delaware court due to improper board oversight procedures. The new proposal submitted is a repricing of Musk's contributions over the next decade in this context.
<h2>Trillion-Dollar Compensation and Musk's AI Ambitions</h2>
This new compensation proposal is facing significant resistance. According to a previous article from Wall Street Insight, two authoritative proxy advisory firms, Glass Lewis and ISS, have both recommended that shareholders vote against it.
Additionally, a group composed of large pension funds has also released an open letter opposing the compensation plan, stating that the board's &#34;relentless pursuit&#34; to retain its CEO has harmed Tesla's reputation and led to excessive pay. On Monday, the head of a New York pension fund directly criticized the proposal as &#34;poorly designed and excessively priced,&#34; urging investors to reject it.
In response to the criticism, Musk firmly replied on X last week:
<blockquote>
&#34;Tesla is worth more than all other car companies combined. Which of those CEOs would you want to run Tesla? It certainly won't be me.&#34;
</blockquote>
He also referred to Glass Lewis and ISS as &#34;corporate terrorists,&#34; stating he does not wish to build a robotic army after being ousted by &#34;some stupid suggestions from ISS and Glass Lewis.&#34;
It has been disclosed that this potential compensation package worth up to $1 trillion includes 12 tranches of restricted stock tied to the company's stock price and operational performance. It requires Musk to lead Tesla in achieving a series of highly challenging goals: raising the company's valuation to $8.5 trillion, achieving 24 times profit growth, and selling millions of cars and humanoid robots
If Musk can achieve all his goals, he will receive an additional 12% stake in Tesla; even if he only completes half, it will be enough to make him the world's first trillionaire.
Tesla emphasized to investors that Musk's leadership is crucial for the company's strategic transformation into the field of artificial intelligence, including autonomous driving technology and the mass production of the &#34;Optimus&#34; humanoid robot. Musk himself has stated that he needs to control at least 25% of Tesla's voting rights to prevent its AI products from falling into the &#34;wrong hands,&#34; such as being taken over by activist investors.
<h2>Board: &#34;There is no Plan B&#34;</h2>
Denholm candidly stated in an interview that Tesla does not have a &#34;second Musk.&#34; She said:
<blockquote>
&#34;Today, there is no one inside or outside the company who can replace Elon.&#34;
</blockquote>
She revealed that if the vote fails, the board has discussed the possible outcomes and is well aware that it would not be a good result for shareholders. However, she also added that she does not believe Musk will take any &#34;sudden and destructive&#34; actions.
Denholm also explained the considerations behind the compensation plan design. She and a special committee consisting of her and board member Kathleen Wilson-Thompson explored whether there was a tool that could provide Musk with the voting rights he requested without requiring a huge financial payout:
<blockquote>
&#34;We looked everywhere, but there is no such tool, so we ultimately adopted restricted stock, which does come with economic rights.&#34;
</blockquote>
Musk's personal wealth is highly tied to Tesla's stock price. Over the past five years, as the company's market value soared to $1.4 trillion, its stock price has more than doubled. Currently, Musk holds about 15% of Tesla's shares and has the right to vote in support of his compensation plan. He has also heavily used his Tesla stock as collateral to raise billions of dollars for his acquisition of the social media platform X and for other ventures such as developing the AI startup xAI.
In addition to voting on the compensation plan, this shareholder meeting will also vote on several other proposals, including the re-election of three directors and whether to allow Tesla to invest in xAI. These issues collectively constitute a critical vote of confidence regarding the future development path of the company under Musk's leadership

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Tesla is facing a crucial vote on November 5 to decide whether to approve Musk's potential compensation package of up to $1 trillion. Chairwoman Denholm warned that if the proposal is rejected, Musk may leave, which would "negatively impact all shareholders." Despite external criticism of the excessive compensation and governance imbalance, the board emphasized that Musk is vital to Tesla's AI strategy, stating bluntly, "There is no Plan B."

- Tesla's future is closely tied to Elon Musk's potential departure, as Chairman Robyn Denholm warns shareholders that rejecting Musk's $1 trillion compensation plan could lead to his exit.  
- The upcoming shareholder vote on November 5 will determine the fate of this controversial proposal, which has faced significant opposition from major investors and proxy advisory firms.  
- Denholm emphasized that Musk's leadership is crucial for Tesla's strategic shift towards AI, while acknowledging that the board has no alternative plan if the vote fails.

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There is no "second Musk"! Tesla's chairman warns: If shareholders reject the trillion-dollar compensation plan, Musk may resign