Elon Musk, already the world’s wealthiest person, is making headlines once again — not for launching rockets or advancing AI, but for seeking a record-breaking pay package from Tesla potentially worth $1 trillion. But according to the billionaire CEO, this isn’t about boosting his net worth — it’s about securing control of the company he helped build.

“It’s not like I’m going to go spend the money,” Musk told investors during a Wednesday call. “There needs to be enough voting control to give (me) a strong influence – but not so much that I can’t be fired if I go insane.”

Why Musk Says He Needs More Shares

The proposed package — the largest in corporate history — would grant Musk options to buy up to 423.7 million additional shares of Tesla stock if the company hits ambitious performance targets over the coming years. If Tesla’s market value soars accordingly, the options would be worth nearly $1 trillion.

Musk says he needs that stake not for personal wealth, but to protect Tesla from external influence — particularly from proxy advisory firms ISS (Institutional Shareholder Services) and Glass Lewis.

“[They’re] corporate terrorists,” Musk said bluntly on the investor call, accusing the firms of making recommendations that could “destroy the future of the company.”

Both firms reportedly advised against Musk’s new pay package, just as they did with his controversial 2018 compensation plan, which was later thrown out by a Delaware judge. Despite that, Tesla shareholders re-approved a version of the plan in a June 2024 vote — with 84% of non-Musk-held shares voting in favor.

What Makes This Package Different

Musk currently owns 413 million Tesla shares outright and has options to purchase 304 million more — though those options have been challenged in court. Even with that ownership, Musk holds about 16% of Tesla’s outstanding shares. He says he wants to increase that stake to 25%, citing it as the level of influence he needs to steer the company’s direction while remaining “fireable” if needed.

The board’s case for approving the new compensation plan is simple: incentivize Musk to stay focused on Tesla amid a long list of competing ventures, including:

SpaceX, where he serves as CEO

xAI, his artificial intelligence company

X (formerly Twitter), which he owns and leads

Neuralink, a brain-machine interface startup

The Boring Company, his tunneling infrastructure firm

With so many competing interests, Tesla’s board argues that retaining Musk’s attention is critical to Tesla’s future. In its proxy statement, the board wrote:

“Retaining and incentivizing Elon is fundamental to Tesla achieving these goals and becoming the most valuable company in history.”

Critics Say It’s Too Much — Again

Despite the board’s support and shareholder approval last year, Musk’s pay has not been without controversy. The original 2018 package — structured similarly to the new one — was struck down in January 2024 by a Delaware judge who ruled it was not in the best interests of shareholders.

Critics say the scale of Musk’s proposed rewards are excessive, even if tied to performance milestones. Shareholder advisory firms ISS and Glass Lewis have again recommended voting against the new plan, citing governance concerns and the sheer size of the payout.

Musk, however, sees the influence of these firms as dangerous.

“I just don’t feel comfortable building a robot army here and then being ousted because of some asinine recommendations,” Musk said. “They have no freaking clue.”

Musk claims index funds, which hold a large portion of Tesla stock, often follow proxy advisors’ guidance without question — an influence he believes could derail Tesla’s strategic direction.

What Happens If the Package Is Approved?

If the package passes — and Tesla’s market cap climbs to the valuation targets — Musk would hold a significant minority stake, giving him substantial control without total ownership. The pay package includes milestone-based options, meaning he only benefits if Tesla’s value increases substantially.

It’s a win-win structure, according to supporters: Musk gets rewarded only if the company — and shareholders — benefit.

But if the plan fails? It could trigger uncertainty around Musk’s future at Tesla, especially as he continues expanding his portfolio of ambitious ventures across AI, social media, and space.

Bottom Line

Elon Musk is seeking the largest pay package ever proposed, not for a raise in the traditional sense, but for a larger stake in his own company — and more say over its direction. He insists it’s necessary to safeguard Tesla’s mission, while critics argue it’s an overreach.

The outcome of the shareholder vote — and the potential court rulings that follow — will not just shape Musk’s personal fortune. It may determine the leadership, strategy, and independence of one of the world’s most influential companies for years to come.

As always with Elon Musk, the stakes are high. And so is the headline.