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Hey everybody. 
Welcome back to the Elon Musk 

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Podcast. 
This is a show where we discuss.

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The Critical. 
Crossroads. 

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That shape SpaceX. 
Tesla X, The Boring Company and 

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Neurolink. 
I'm your host, Will Walden. 

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Late Monday, Tesla board chair 
warned shareholders that Elon 

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Musk could walk away from the 
company if they reject a new 

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compensation plan worth up to 
nearly $1 trillion. 

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The letter set the stakes for a 
high pressure vote that closes 

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on November 5th and leads into 
Tesla's annual meeting on 

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November 6th. 
In this episode, I'll unpack 

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what the board asked for, why it
chose this moment, and how the 

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payout structure frames Tesla's 
next decade. 

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Now, what question sits at the 
center of this fight? 

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The board's message leaned on a 
simple claim that Musk needs 

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stronger incentives and 
influence to drive Tesla's push 

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into autonomy and robotics. 
I'll explain how the proposal 

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ties his reward to hard 
performance targets. 

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Over about. 7 1/2 years and 
while outside advisors see the 

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math still creates heavy 
dilution for current holders. 

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Now I'm your guide for this 
breakdown because I cover these 

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votes, these governance fights 
in these capital structures in 

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plain English every single day. 
Now, in this episode, I'll also 

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addressed what history from last
year's pay saga tells us about 

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how this might end up. 
Now we're talking about a board 

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backed push to approve a record 
scale CEO compensation plan. 

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And the plant arrives days after
Musk told investors he will not 

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pour himself into building a 
humanoid robot in an autonomy 

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stack without what he views as 
adequate control. 

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And the calendar now compresses 
every argument into the next 10 

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days of voting. 
Tesla Chair Robin Denholm told 

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investors that failing to pass 
the package creates a real risk 

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that Musk reduces his time at 
Tesla. 

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She framed the vote as a 
fundamental choice about whether

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investors want to keep Musk in 
the CEO role and motivate him to

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scale autonomy and the Optimist 
program. 

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That framing set a clean binary 
for a dispersed shareholder base

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and now includes many index 
funds in retail voters. 

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And the proposed package would 
reach nearly $1 trillion only if

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Tesla clears a ladder of 
aggressive performance 

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milestones over roughly 7 1/2 
years. 

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You know the structure mirrors 
the company's habit of trying 

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compensation to market cap and 
operational targets rather than 

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salary and cash bonuses. 
That design makes the headline 

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number huge while making the 
actual payout contingent on 

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extraordinary execution. 
And Musk told investors that he 

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will not feel comfortable 
building a large scale robot 

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program and autonomy platform if
he lacks strong influence 

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through equity ownership. 
And he worries that work he 

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leads today could be derailed 
later if his control weakens. 

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So he wants equity that secures 
A durable voice. 

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That rationale connects the pay 
plan to a specific product road 

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map rather than a general reward
for past performance. 

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Now today, Musk owns about 15% 
of Tesla, which already gives 

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him heavy influence but not a 
firm lock out of control. 

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The new grant would push control
dynamics further toward him if 

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milestones hit, which can 
comfort some investors who value

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continuity over leadership. 
And it can alarm others who 

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price checks and balances. 
Shareholders therefore must 

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parse control drift as much as 
dollar figures. 

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Now, 2 powerful proxy advisors, 
ISS and Glass Lewis, urge 

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shareholders to vote against the
plan on size and dilution 

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concerns. 
Several state treasurers and 

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investor groups also urged a no 
vote to question the board's 

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oversight of Musk and long term 
value delivery. 

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These recommendations matter 
because many institutions follow

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them or use them to justify 
their own votes. 

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Last year, a Delaware court 
voided Musk's roughly $55 

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billion reward after finding 
flaws in the process and the 

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board's independence, even 
though shareholders had approved

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the plan twice. 
Tesla has appealed to the 

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Delaware Supreme Court and has 
moved its incorporation to 

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Texas, which resets the legal 
backdrop away from Delaware's 

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deep case law. 
Now, legal history hovers over 

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this new vote and feeds 
skepticism about governance. 

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Quality in the board's current 
letter reprises last year's 

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central threat that Tesla could 
lose Musk if investors do not 

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endorse the compensation 
structure. 

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The approach worked in June, 
when shareholders backed the $55

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billion package after a heavy 
campaign even as litigation 

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continued. 
And the board now appears to 

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rely on the same fear of losing 
the CEO to carry a much larger 

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plan over the line. 
Musk escalated the rhetoric on 

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the latest earnings call by 
attacking the proxy advisors 

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with inflammatory language and 
paying them as hostile to 

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Tesla's mission. 
That posture seeks the frame the

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vote as a choice between 
builders and gatekeepers, which 

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can energize loyal investors can
also harden resistance among 

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institutions that value 
governance norms. 

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Also, the tactic keeps media 
attention on the vote during the

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short window when balance 
arrive. 

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You know the calendar now 
controls the pacing. 

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Shareholders can vote through 
November 5th, and Tesla plans to

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share preliminary results at the
November 6th annual meeting. 

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That schedule leaves limited 
time for new disclosures or 

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sweeteners that could change 
minds. 

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And the core financial question 
asks whether the incremental 

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value must can unlock an 
autonomy energy and robotics 

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exceeds the dilution and 
governance cost of this grant. 

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Now I bottled this by comparing 
the potential market cap pass 

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that clear the milestones with 
the ownership shifts that come 

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with new stock issuance. 
The answer depends on credible 

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timelines for FSD revenue 
optimist commercialization and 

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energy storage growth. 
And each line item carries 

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technical and also regulatory 
risk. 

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And the governance question asks
whether this board can oversee 

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the CEO while holding him 
central to the plan. 

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The Delaware ruling last year 
raised doubts about board 

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independence and process 
quality, which investors now 

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must weigh against Tesla's 
record of equity linked 

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incentives. 
And the Texas incorporation move

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adds another variable because it
changes the form and doctrine 

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for future disputes. 
The strategy question asks how 

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much of Tesla's valuation 
already prices in the future 

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must describes. 
If the current price already 

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assumes high margin autonomy and
humanoid robotics to scale, then

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the upside that would justify 
the award narrows. 

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If the price still leans on EV 
and energy fundamentals, then 

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incredible autonomy breakout 
could deliver enough value to 

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offset any dilution now. 
The communication strategy from 

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the board also carries risk. 
Repeating last year's threat can

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persuade some holders, but it 
can fatigue others who want 

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fresh reasoning, clear 
milestones, and tighter 

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guardrails. 
I would advise the board to 

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publish a granular milestone 
table, explicit dilution bands 

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under different price paths, and
a sunset clause tied to defied 

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autonomy adoption thresholds. 
And the near term market impact 

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will hinge on 2 signals. 
First, early vote totals that 

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leak to large holders can move 
sentiment into the meeting. 

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Second, any fresh commentary 
from the earnings call, 

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follow-ups or an updated proxy 
settlement can change the 

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perceived balance of risk and 
reward. 

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Now I'm going to be watching for
signs that large index funds 

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break from proxy advisor 
guidance because these decisions

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often tip outcomes and the long 
term impact will flow from 

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execution against autonomy and 
robotics claims that underpin 

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the package. 
If Tesla delivers commercial 

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autonomy products with 
defensible margins, then the 

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equity issuance that funds 
control could look cheap. 

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If timeline slips though, then 
shareholder patients for 

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concentrated control can thin 
quickly. 

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Now here, let's I'm just going 
to break it down for you real 

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quick. 
Short version, Tesla's board is 

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asking investors to approve a 
multi year equity plan that 

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could pay Musk up to nearly $1 
trillion, with voting set to end

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November 5th. 
In meeting results due on the 

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6th, proxy firms and several 
investors urge a no vote, while 

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the board warns that Musk could 
walk away if it fails. 

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Hey, thank you so much for 
listening today. 

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I really do appreciate your 
support. 

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If you could take a second and 
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on right now, I greatly 
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It helps out the show 
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miss an episode. 
And each episode is about 10 

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minutes or less to get you 
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to patreon.com/stagezero and 
please take care of yourselves 

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and each other and I'll see you 
tomorrow.