--- title: "Tesla Board to Shareholders: Either grant Musk a huge salary or accept his resignation" type: "News" locale: "zh-HK" url: "https://longbridge.com/zh-HK/news/264403233.md" description: "Tesla's board of directors is facing a shareholder vote to decide whether to pay Elon Musk up to $878 billion in stock compensation or accept the risk of his departure. This proposal has sparked controversy, with experts warning that it may violate corporate governance principles and place Tesla's future on Musk alone. Supporters argue that if Musk can achieve his goals, Tesla's market value will significantly increase, while opponents worry that this move will lead to a concentration of power and conflicts of interest" datetime: "2025-11-05T10:35:43.000Z" locales: - [zh-CN](https://longbridge.com/zh-CN/news/264403233.md) - [en](https://longbridge.com/en/news/264403233.md) - [zh-HK](https://longbridge.com/zh-HK/news/264403233.md) --- > 支持的語言: [简体中文](https://longbridge.com/zh-CN/news/264403233.md) | [English](https://longbridge.com/en/news/264403233.md) # Tesla Board to Shareholders: Either grant Musk a huge salary or accept his resignation Tesla's board of directors has fully bet on Elon Musk. Now, investors must decide whether to support the company's boldest wager in history. Shareholders will vote on Thursday on the clear option proposed by the board: either pay Musk up to $878 billion in company stock compensation or bear the risk of his departure—which could lead to a sharp drop in the company's stock price. Experts say this decision is essentially a referendum on whether traditional corporate governance rules apply to the world's richest man. The board and many investors believe that only Musk can deliver on the promise of turning Tesla into an artificial intelligence giant, launching millions of self-driving robot taxis and humanoid robots. If Musk can meet all the performance targets set by the board within ten years, Tesla's market value will increase to $8.5 trillion, and Musk will hold about a quarter of the company's shares. This scale of compensation far exceeds that of any other CEO, and even if Musk fails to meet most performance targets, he would still receive a record payout of tens of billions of dollars. Many investors are unfazed by this staggering figure. "If the stock price can rise sixfold—which is the core requirement of the plan—then I can make a lot of money too," said Nancy Tengler, CEO and Chief Investment Officer of Laffer Tengler Investments, a Tesla investor. "If he can realize his vision and bring about change, why should I care how much he makes?" Other major shareholders and executive compensation experts warn that the proposal poses significant risks to investors. Experts say this compensation plan violates governance principles, not only because of its massive scale but also because the board is explicitly betting Tesla's future on a leader with multiple conflicts of interest who may consolidate unchecked power. They argue that responsible governance requires the board to keep the CEO selection market open at all times and hire the best candidate. Musk did not respond to requests for comment, and a spokesperson for Tesla's board also declined to comment. During negotiations, Musk informed board members that unless an agreement on compensation was reached, he might prioritize his other companies—including rocket company SpaceX, artificial intelligence startup xAI, and brain-computer interface company Neuralink. Board Chairman Robyn Denholm repeatedly emphasized the risk of losing Musk while promoting this compensation plan to shareholders. Charles Elson, founder of the Weinberg Center for Corporate Governance at the University of Delaware, stated that Tesla's board is "being coerced by a 'superstar CEO.'" "In my view, the correct response should be 'don't let the door hit you on the way out,'" Elson said. Major shareholders, including the largest public pension fund in the U.S., the California Public Employees' Retirement System (CalPERS), and Norway's sovereign wealth fund, have publicly opposed Musk's compensation plan, echoing the aforementioned concerns. Norges Bank Investment Management stated on Tuesday that the compensation proposal could dilute shareholder value and fails to mitigate the "key person risk" of betting Tesla's future on Musk The board approved terms such as stock vesting periods, aiming to ensure that Musk remains at the helm of the company for the long term. Krishna Palepu, a professor at Harvard Business School focusing on corporate governance, stated that the proposal ties Musk's compensation to significant stock appreciation and requires him to hold the shares he receives for five years, aligning with shareholder interests. He pointed out that Musk has a track record of achieving extraordinary stock price growth, and he can only receive the maximum compensation by meeting the targets again. "The numbers are large because the goals themselves are ambitious," Palepu said. **The Leverage of Bold Commitments** Musk's influence over the board and shareholders largely stems from Tesla's current market value — a value that far exceeds the existing financial fundamentals of its declining electric vehicle business. In contrast, Tesla's $1.5 trillion market value is almost entirely dependent on Musk's long-standing commitment: that Tesla will lead the future of autonomous vehicles and humanoid robots. Some corporate governance experts say that Musk's current threat to leave, which could lead to a collapse in Tesla's stock price, gives him significant power to demand unprecedented compensation. Board Chairman Robyn Denholm hinted at this in a letter to shareholders on October 27: "Without Elon, Tesla could suffer a significant loss of value, as the company may no longer be able to achieve its current valuation based on future vision." David Larcker, director of the Corporate Governance Research Initiative at Stanford Graduate School of Business, stated that from a purely economic perspective, the board's stance to retain Musk is understandable. "If you think Musk might leave and cause Tesla's stock price to plummet, you certainly wouldn't want that to happen during your tenure," he said. Gautam Mukunda, a lecturer at Yale School of Management, noted that Musk already holds enough Tesla stock that if he meets the board's performance targets, he would become the world's first trillionaire, almost without needing investors to incentivize him with a "second trillion." He believes the board should not be intimidated by the departure threat from "the person who loses the most when Tesla's stock price falls (the largest shareholder)." "This guy is basically holding a gun to his own head saying, 'Give me a trillion dollars,'" Mukunda said. "When a CEO makes demands, the board's duty is not to just nod like a bobblehead." **The Vote in Hand** Musk faces a potential decisive vote on Thursday, holding a 15% stake in the company. Previously, when Tesla was registered in Delaware, Musk never voted his shares on his own compensation plan. However, the board stated in this compensation proposal that under Texas law, the CEO can do so. Tesla moved its registration to Texas after Musk's previous compensation plan was rejected by a judge due to a shareholder lawsuit. A Delaware judge stated that Musk's 2018 compensation plan — initially valued at $56 billion and now worth $128 billion — was an "unimaginably large sum," resulting from negotiations with directors closely tied to Musk and whose own compensation was excessive Tesla has filed an appeal and agreed to pay Musk stock currently valued at $40 billion as the "first step" in fulfilling the 2018 compensation plan. If the Delaware court reinstates the compensation plan, this reward will be forfeited. Texas passed a provision in May this year that requires investors suing directors or executives to collectively hold 3% of the company's shares, making it more difficult for shareholders to sue, and Tesla has adopted this provision. The greater threat facing Tesla's board comes from Musk himself — the threat of his departure. Charles Whitehead, a professor of business law at Cornell University, stated that Tesla's board is facing a "typical extortion dilemma." He pointed out that the key unresolved issue for the board is "who will take over if this CEO departs or in the event of an accident?" ### 相關股票 - [Tesla (TSLA.US)](https://longbridge.com/zh-HK/quote/TSLA.US.md) - [GraniteShares 2x Short TSLA Daily ETF (TSDD.US)](https://longbridge.com/zh-HK/quote/TSDD.US.md) - [Direxion Daily TSLA Bull 2X Shares (TSLL.US)](https://longbridge.com/zh-HK/quote/TSLL.US.md) - [AXS TSLA Bear Daily ETF (TSLQ.US)](https://longbridge.com/zh-HK/quote/TSLQ.US.md) - [XI2CSOPTSLA-U (09366.HK)](https://longbridge.com/zh-HK/quote/09366.HK.md) - [XL2CSOPTSLA (07766.HK)](https://longbridge.com/zh-HK/quote/07766.HK.md) - [XI2CSOPTSLA (07366.HK)](https://longbridge.com/zh-HK/quote/07366.HK.md) - [GraniteShares 2x Long TSLA Daily ETF (TSLR.US)](https://longbridge.com/zh-HK/quote/TSLR.US.md) ## 相關資訊與研究 - [Jeff Bezos-backed Slate Auto plans national customization hub](https://longbridge.com/zh-HK/news/280690916.md) - [Anthropic Reportedly Accidentally Leaks Certain Claude Code Internal Source Code](https://longbridge.com/zh-HK/news/281339600.md) - [SpaceX’s IPO might arrive sooner than you think](https://longbridge.com/zh-HK/news/280670820.md) - [Tesla first-quarter deliveries are coming. 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