The largest executive compensation package in the history of American companies has just been passed.

On November 7, Tesla held its annual shareholder meeting in Austin, Texas. At the meeting, shareholders approved CEO Elon Musk's nearly trillion dollar compensation and incentive plan with 75% support - a new record in the history of American companies.

Musk depicts Tesla's new blueprint for AI and autonomous driving

As soon as the voting results were announced, there was an immediate shout of "Elon!" Elon! The cheers of ". Musk took the stage, thanked shareholders, and said excitedly: "We are about to start not just a new chapter for Tesla, but a new epic." He also specifically reminded everyone: "Please continue to hold your Tesla shares." ”

He then painted a blueprint for Tesla's future:

He also emphasized that autonomous driving technology could ultimately save millions of lives.

One of the core topics of this shareholder meeting is Musk's compensation plan, which could be as high as nearly a trillion dollars. To get the money, he must lead Tesla to a series of extremely high market capitalization and performance targets. Once realized, his personal fortune could exceed $1 trillion and he holds about 25% of Tesla's shares.

After the news was announced, Tesla's stock price, which originally closed down 3.5% on the day, rebounded more than 3% in after-hours trading, but then fell back.

Tesla chairman warns: Without Musk, the company may be greatly affected

In September, Tesla's board of directors proposed a "sky-high" compensation plan: if Musk achieves a series of extremely high goals over the next decade, he will receive up to $1 trillion worth of stock, increasing his shareholding from the current 15% to about 25%.

But to get the money, he must complete the following hard indicators:

Previously, Musk had made it clear that if shareholders veto the plan again, he could leave Tesla. He also told the board that he would turn more energy to other companies, such as SpaceX (rockets), xAI (artificial intelligence) and Neuralink (brain-computer interfaces).

Just one day before the shareholder meeting vote, Tesla Chairman Robyn Denholm publicly emphasized that the risk of losing Musk is very high.

She warned that Tesla's high valuation today is largely based on market expectations for its future self-driving cars and humanoid robots - and these are inseparable from Musk.

Morgan Stanley also issued a warning last week that if the compensation package is rejected, the market will see it as a "vote of no confidence" in Musk's leadership, which may cause Tesla's stock price to immediately fall by more than 10%, and may also cause strategic chaos and the loss of core talent.

In short, the board of directors and investors are clear - at least at this stage, Musk is still the irreplaceable core of Tesla.

A number of important shareholders publicly expressed their opposition

Although the market generally expects Musk's huge compensation plan to pass smoothly, a number of important shareholders have recently publicly expressed their opposition.

The California Public Employees Retirement System (CalPERS) — one of the largest public pension funds in the U.S. and holds about 5 million Tesla shares — has made it clear against it. Drew Hambly, its global director of equity investment, said: "This CEO compensation package is several orders of magnitude higher than other companies. Compensation is often evaluated based on performance and industry standards, and this plan is not only too large, but also further concentrates the company's power in the hands of one person. ”

Norwegian Oil Fund (one of Tesla's top 10 shareholders) also objected, affirming that "Musk's vision has created great value", but arguing that the plan: may dilute the rights of existing shareholders; Over-reliance on Musk alone is too high a "key person risk".

In addition, two authoritative shareholder advisory firms – Glass Lewis and ISS – have also advised investors to reject the proposal. The focus of the controversy: is it an incentive or a "kidnapping"?

Some corporate governance experts and major shareholders warn that this compensation plan is extremely risky for investors. Charles Elson, a corporate governance expert at the University of Delaware, bluntly said: "Tesla's board of directors is being blackmailed by a 'superstar CEO'. ”

Critics point out that the plan is not only staggering, but also bets almost entirely on Musk for the company's future - and he is in charge of SpaceX, xAI, Neuralink and other companies, with obvious conflicts of interest, and may use it to gain unfettered control.

However, there are also voices of support: Harvard Business School professor Krishna Palepu believes that the plan is actually in the interests of shareholders: "The salary is high, but the goal is extremely high; And Musk is required to hold the shares he gets for at least five years, which allows him to stand with long-term shareholders. The number is big because the goal is big. ”

How to face the "Musk-bound" Tesla?

The technology vision is ambitious, but the commercialization path is still vague. Especially Robotaxi and Optimus, even the mass production schedule is full of variables.

1. Short-term: Driven by emotions, volatility intensifies

After the approval of the compensation plan, the stock price rose by more than 3% after hours, but the market still had hidden concerns about "one person dominant"; If the subsequent progress of FSD or Robotaxi falls short of expectations, the stock price is vulnerable to the impact of "narrative collapse".

Strategy: Avoid chasing highs and focus on the Cybercab production node in 2026.

2. Medium-term: Keep an eye on the three major verification indicators

whether the number of FSD subscriptions exceeds 5 million (the current key bottleneck); whether the Robotaxi road test data shows real L4 capabilities; Can the cost of Optimus be reduced to less than $20,000 (mass production threshold)?

3. Long-term: Accept the "high risk and high reward" attribute

Tesla is not only a car company, but also a trinity of "AI + energy + robot" technology platform; If Musk can really lead the company to a market value of $8.5 trillion, there is still huge room for the current stock price; However, if the strategy is fragmented and execution declines, the valuation bubble may burst quickly.