Tesla pay package: Tesla Reopens a “Sky-High” Pay Package — If Fully Realized, Elon Musk Would Become a Trillionaire

Quick keyword lead

Tesla pay package is back in the spotlight with a 2025 proxy filing that could, if fully achieved, push Elon Musk (Mǎsīkè 马斯克) into the trillionaire club.

Overview — what happened and why it matters

Tesla (Tèsīlā 特斯拉) filed a proxy proposal for the November shareholder meeting proposing a massive, multi‑tiered compensation plan for CEO Elon Musk (Mǎsīkè 马斯克).

The filing lays out a performance‑based, 10‑year program tied to very high market‑cap and operational milestones.

If every tranche were reached and issued, the incremental equity alone would be valued at the time of the filing at $143.5 billion USD (¥1.05 trillion RMB).

That valuation would likely push Musk’s net worth past the trillion‑dollar mark — and that’s before counting his stakes in SpaceX and xAI.

Headline numbers — the showstoppers

• Maximum additional shares proposed: 423.7 million shares (4.237亿股).
• Value at the prior close: $143.5 billion USD (¥1.05 trillion RMB).
• Top market‑cap trigger: $8.5 trillion USD (¥62.05 trillion RMB).
• Share base impact: ~423 million new shares on top of existing 3.2 billion shares (现有32亿股), or roughly a 13% increase in outstanding shares if fully issued.
• Relative scale: $8.5 trillion USD is roughly eight times Tesla’s current market value and about twice the market cap of current global leader NVIDIA (英伟达 Yīngwěidá), per the filing.

How the 2025 plan works — structure and timelines

The plan is a performance‑based, 10‑year program divided into 12 tranches.

Each tranche represents about 1% of Tesla (Tèsīlā 特斯拉) equity and would be issued as restricted stock.

Musk must remain at Tesla for at least 7.5 years for awards to vest, and the program ends when he is 64.

Market Capitalization Milestones (Trillions USD)

Tranche	Market-Cap (USD)
1	$2.0T
2	$2.5T
3	$3.0T
4	$3.5T
5	$4.0T
6	$4.5T
7	$5.0T
8	$5.5T
9	$6.0T
10	$6.5T
11	$7.5T
12	$8.5T

• Vehicle Deliveries: Cumulative Tesla vehicles delivered to reach 20 million units.
• FSD Users: Active Full Self-Driving (FSD) subscription users exceeding 10 million for three consecutive months.
• Robot Deliveries: Cumulative deliveries of 1 million Tesla Bots (robots).
• Robotaxis: 1 million Robotaxis in commercial service simultaneously.

Market‑cap hurdles — the ladder to each tranche

Market‑cap thresholds are staged to escalate rapidly.

• Tier 1: starts at $2.0 trillion USD (¥14.6 trillion RMB).
• Next nine targets: each increase market cap by $0.5 trillion USD (¥3.65 trillion RMB), up to $6.5 trillion USD (¥47.45 trillion RMB).
• Final two tranches: each require an additional $1.0 trillion USD (¥7.3 trillion RMB), bringing the top threshold to $8.5 trillion USD (¥62.05 trillion RMB).

Performance conditions beyond market cap — profit, revenue, and product tests

Each market‑cap threshold must be met together with a non‑market metric to trigger vesting.

These include stringent EBITDA targets and ambitious product or operational milestones.

• EBITDA targets: start at $50 billion USD (¥365.0 billion RMB) and scale up to $400 billion USD (¥2.92 trillion RMB).
• Product and operational goals include:
  • Cumulative Tesla vehicle deliveries of 20 million units (2000万辆).
  • Active Full Self‑Driving (FSD) subscription users exceeding 10 million (1000万人) for three consecutive months.
  • Cumulative deliveries of 1 million robots (机器人 jīqìrén 机器人).
  • 1 million Robotaxis in commercial service simultaneously.

Where Tesla stands today versus those goals

By comparison, Tesla has sold roughly 8 million vehicles (800万辆) to date.

FSD subscriptions, robot deliveries, Robotaxi deployments and mass Robotaxi commercial operations remain nascent.

That gap underlines how aggressive the plan is — it’s betting on transformational growth in both hardware and software monetization.

Control dynamics, prior grants, and legal context

The 2025 plan mirrors the controversial structure of the 2018 award but with materially more demanding targets.

Delaware courts previously blocked the 2018 plan and that case remains under appeal.

Last month Tesla issued an interim grant of 96 million shares (9600万股) to Musk, valued at about $30 billion USD (¥219.0 billion RMB) at the time.

That interim grant raised Musk’s stake from about 13% to roughly 16%.

The company calls the interim grant a “good‑faith” payment; if the 2018 plan is reinstated the interim grant would be cancelled and Musk’s stake could rise to about 20%.

If the full 2025 package vests and Tesla prevails in the Delaware litigation, Musk’s voting control could rise to about 32%.

One person familiar with the structure warned that after taxes and dilution Musk’s effective control would likely land closer to 25%.

Musk has warned ownership below 20% could expose him to activist investors or takeover attempts, which he says could undermine his ability to pursue AI and robotics strategies.

Recent Stock Performance and Projections

Metric	Value / Projection
Current Share Price (approximate)	$300 USD
Target Price for Full Vesting (implied)	~$2,000 USD
Historical 5-year CAGR (approximate)	~70%

Why this matters — governance, incentives, and growth bets

The proposal showcases Tesla’s aggressive long‑term ambitions across vehicle volume, software monetization, robotics and robotaxi commercialization.

Shareholders face a tradeoff between a potential massive upside from growth‑aligned incentives and the real effects of dilution and large concentrated executive pay.

From an investor perspective, this is a high‑risk, high‑reward governance decision.

From a market structure view, hitting the top thresholds would dramatically reshape global market‑cap rankings.

Investor playbook — what to watch next

• Watch the November shareholder meeting vote closely.
• Track Delaware litigation outcomes related to the 2018 plan.
• Monitor near‑term indicators that map to tranche metrics: quarterly EBITDA, vehicle delivery cadence, FSD subscription growth, and early robot/robotaxi deployments.
• Follow proxy advisory opinions and major institutional investor statements on dilution and governance.

Takeaway

The 2025 package revives a familiar mechanism of enormous, tightly conditional equity awards tied to transformative growth goals.

Meeting those goals would require Tesla to grow by roughly an order of magnitude — an outcome that would reshape Musk’s personal wealth and Tesla’s corporate footprint if realized.

References

• Tesla Reopens Mega Pay Package; Musk Would Become a Trillionaire if Fully Realized – Cailian Press
• 2025 Notice of Annual Meeting and Proxy Statement – Tesla, Inc.
• Coverage of Tesla’s 2025 Pay Package – Reuters

Tesla pay package.