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A free scan shows the junk files, broken settings and background clutter dragging Windows down - then fixes them in one click.Free scan · Windows 10 & 11Yes—Tesla shareholders approved Elon Musk’s 2025 CEO Performance Award on November 6, 2025. But the vote did not authorize a $1 trillion cash payment, and Musk did not immediately receive $1 trillion in stock.
The approved award covers 423,743,904 Tesla restricted shares, divided into 12 performance-based tranches. Musk can earn those shares only if Tesla reaches escalating market-capitalization and operational targets, he remains in qualifying service, and the award’s vesting and holding rules are satisfied. As of Tesla’s quarter ended June 30, 2026, no tranche had been reported as an “Earned Share.”
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The short answer
At Tesla’s annual meeting in Austin, Texas, shareholders approved Proposal 4—the company’s formal 2025 CEO Performance Award for Musk.
The award was granted by Tesla’s board on September 3, 2025, subject to shareholder approval. Its 10-year performance period began on that grant date. The award covers:
- 423,743,904 restricted shares in total;
- 12 equal tranches of 35,311,992 shares each;
- approximately 12% of Tesla’s adjusted share count at the relevant reference point; and
- performance conditions tied to Tesla’s market capitalization, vehicle deliveries, artificial-intelligence products, robotaxis, subscriptions and adjusted EBITDA.
The “$1 trillion pay package” description refers to a possible future value of the shares under an extreme-success scenario. It is not the award’s grant-date accounting value, a guaranteed payment or a check Musk can cash today.
Tesla’s Form 8-K reporting the meeting results and the award summary filed with the SEC provide the controlling details.
How Tesla shareholders voted
The official vote on Proposal 4 was:
| Vote category | Shares |
|---|---|
| For | 1,892,235,822 |
| Against | 564,940,908 |
| Abstained | 12,227,846 |
| Broker non-votes | 302,456,274 |
The result was described as more than 75% support. Using the official tally, votes in favor represented approximately 76.6% of votes for, against and abstained, or approximately 77.0% of votes cast for or against. Broker non-votes are shown separately and are not the same as votes against the proposal.
The vote also illustrates why “shareholders approved” does not necessarily mean every shareholder supported the award. Musk could vote shares he already owned, and the award’s unearned shares did not give him ordinary discretionary voting control. Under the voting agreement, those unearned shares were generally required to vote proportionately with the other shares present and entitled to vote. Musk gains the right to direct the vote of shares in a tranche only after that tranche becomes earned.
What shareholders actually approved
The approved award is a performance-based restricted-stock award. That distinction matters. It is not a salary payment, a cash bonus or 423.7 million immediately unrestricted shares.
Each of the 12 tranches contains 35,311,992 shares. A tranche can become earned only after Tesla satisfies both:
- the applicable market-capitalization condition; and
- the required number of operational milestones for that tranche.
The award was granted with a contractual offset price of $334.09 per share, unless Musk pays the offset in cash. That is a settlement feature in the award agreement—not a market-capitalization target, a cash salary or an indication that the shares have a guaranteed value of $334.09.
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The 12 market-capitalization targets
Tesla must reach the following market-capitalization milestones:
| Tranche | Market-capitalization milestone |
|---|---|
| 1 | $2.0 trillion |
| 2 | $2.5 trillion |
| 3 | $3.0 trillion |
| 4 | $3.5 trillion |
| 5 | $4.0 trillion |
| 6 | $4.5 trillion |
| 7 | $5.0 trillion |
| 8 | $5.5 trillion |
| 9 | $6.0 trillion |
| 10 | $6.5 trillion |
| 11 | $7.5 trillion |
| 12 | $8.5 trillion |
The first 10 thresholds rise in $500 billion increments. The final two require another $1 trillion each. The final $8.5 trillion figure is Tesla’s highest market-capitalization milestone. It is not a $1 trillion compensation target.
In general, each market-capitalization threshold requires both a six-calendar-month trailing average market capitalization and a 30-calendar-day trailing average market capitalization. In other words, a brief stock-price spike is not ordinarily enough. The agreement also contains covered-event provisions that can permit deemed achievement using additional market-capitalization calculations in specified circumstances.
Market capitalization is also not the same as share price. It depends on Tesla’s share count, which can change through stock issuance, repurchases, equity awards, conversions and other corporate actions. That is why a fixed future share-price target cannot be inferred from the market-capitalization table alone.
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The operational milestones are just as important
The award also contains 12 operational milestones:
| Milestone | Required achievement |
|---|---|
| 1 | Deliver 20 million Tesla vehicles |
| 2 | Reach 10 million active Full Self-Driving subscriptions |
| 3 | Deliver 1 million bots |
| 4 | Place 1 million robotaxis into commercial operation |
| 5 | $50 billion of adjusted EBITDA |
| 6 | $80 billion of adjusted EBITDA |
| 7 | $130 billion of adjusted EBITDA |
| 8 | $210 billion of adjusted EBITDA |
| 9 | $300 billion of adjusted EBITDA |
| 10 | $400 billion of adjusted EBITDA |
| 11 | $400 billion of adjusted EBITDA over a separate period |
| 12 | $400 billion of adjusted EBITDA over another separate period |
The final three EBITDA milestones are not three different dollar amounts. Each requires Tesla to achieve $400 billion of adjusted EBITDA over a separate, non-overlapping four-quarter period.
For this award, Tesla defines adjusted EBITDA as net income attributable to common shareholders before interest expense, taxes, depreciation, amortization and impairment, stock-based compensation, and gains and losses on digital assets. That is an award-specific definition and should not automatically be treated as the same measure a financial website might label “adjusted EBITDA.”
How many operational milestones does each tranche require?
The requirements become progressively more demanding:
| Tranche | Operational milestones required |
|---|---|
| 1 | Any 1 of the 12 |
| 2 | Any 2 |
| 3 | Any 3 |
| 4 | Any 4 |
| 5 | Any 5 |
| 6 | Any 6 |
| 7 | Any 7 |
| 8 | Any 8 |
| 9 | Any 9 |
| 10 | Any 10 |
| 11 | Any 11 |
| 12 | All 12 |
A single operational milestone cannot generally be reused to satisfy multiple tranches. Any operational milestone can generally be paired with a market-capitalization milestone, but each tranche still needs its own market-capitalization threshold and its required number of distinct operational achievements.
Therefore, Tesla reaching a particular valuation—or launching a robotaxi service—would not by itself earn a tranche. The company must satisfy the relevant combination of financial, product and market-capitalization conditions, followed by the required certification.
When would Musk actually receive usable shares?
There are several separate stages. Confusing them is the main reason headlines about the award are misleading.
1. Award issued
Following shareholder approval and applicable regulatory conditions, the restricted-stock award was issued under the Tesla equity plan. “Issued” does not mean all 423.7 million shares were unrestricted or permanently owned by Musk. The shares remain subject to the agreement’s performance, service, vesting, forfeiture and holding rules.
2. Shares become earned
A tranche becomes Earned Shares only after its market-capitalization condition and required operational conditions have been achieved and certified, with Musk also satisfying the applicable service requirements.
3. Earned shares vest
Shares earned before the fifth anniversary of the September 3, 2025 grant date generally vest on the award’s 7.5-year anniversary. Shares earned after the fifth anniversary generally vest on the 10-year anniversary.
That means a performance milestone being achieved does not necessarily make the shares immediately transferable. Performance achievement and vesting are separate events.
4. The holding period applies
Musk generally must hold earned shares for five years after they become earned, even if the shares have not yet vested. The award is therefore designed to extend the economic restriction beyond the date Tesla achieves the relevant milestones.
5. Realization comes later
Only after the applicable restrictions have been satisfied would the shares generally become usable as ordinary unrestricted stock, subject to the offset price, tax obligations, securities-law requirements and any other applicable restrictions. A share award’s eventual realized value also depends on Tesla’s stock price when the shares can actually be sold or otherwise used.
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Eligible service generally means that Musk remains:
- Tesla’s chief executive officer; or
- an executive officer responsible for product development or operations, with approval from Tesla’s disinterested directors.
Unvested shares—including shares that have been earned but have not yet vested—are generally forfeited if Musk ceases eligible service. The agreement includes specified exceptions for events such as termination without cause, death, disability or a change in control.
The service requirement is important because the award is not simply a bet on Tesla’s stock price. Musk must continue to meet the agreement’s role and service conditions for the shares to survive.
What happens if Tesla is acquired?
In a change in control, Tesla assesses achievement primarily using the relevant market-capitalization calculation. Earned shares vest upon the change in control, while unearned shares that do not qualify are forfeited.
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This treatment is intended to align the award with Tesla shareholders in a sale: the value of the transaction and the applicable market-capitalization calculation help determine which portions of the award qualify, rather than automatically accelerating every unearned share.
Why is the package described as worth $1 trillion?
The $1 trillion figure is a projection of what the shares could be worth in an extreme future-success scenario. It is not a number Tesla promised to pay Musk.
For the award to generate anything close to that headline value, several things would have to happen:
- Tesla would need to reach market capitalization as high as $8.5 trillion under the award’s rules;
- the company would need to achieve the required combination of delivery, subscription, robotics, robotaxi and adjusted-EBITDA milestones;
- Musk would need to remain in qualifying service;
- the relevant tranches would need to be certified, vest and survive any forfeiture rules; and
- Tesla’s stock would need to be valuable when the shares become usable.
The value of the award is therefore highly sensitive to Tesla’s future share price and share count. The $1 trillion framing is a potential equity-value estimate, not the amount of cash transferred at the shareholder meeting. It also should not be confused with claims that Musk will automatically become the world’s first trillionaire. That would depend on his total wealth, his other assets and holdings, and the future value of Tesla stock—not just this award.
Three different ways to measure the award’s value
There are at least three figures readers may encounter:
| Measure | What it means |
|---|---|
| Potential future value | A projection of what the shares could be worth if Tesla achieves the targets and its stock reaches a very high value. This is the source of the near-$1 trillion headline. |
| Preliminary grant-date fair value | Tesla’s proxy estimated the award’s preliminary aggregate fair value at approximately $87.75 billion using accounting valuation methods. |
| Maximum grant-date fair value | Tesla’s later 2025 compensation disclosure reported approximately $132.3 billion assuming all performance conditions were achieved. |
The $87.75 billion and $132.3 billion figures are accounting estimates disclosed at different stages. Neither is a cash payment to Musk, and neither is the same thing as the media’s estimate of nearly $1 trillion in eventual stock value. The award materials and Tesla’s 2025 compensation disclosure describe the relevant accounting figures.
Why Tesla’s board supported the award
These are Tesla’s stated reasons for supporting Proposal 4, not independent findings that the award was objectively necessary:
- Retention: The board said the award would help retain Musk for the long term.
- Expansion beyond vehicles: Tesla linked the award to growth in artificial intelligence, robotics, bots, subscriptions and robotaxis.
- Performance alignment: The board argued that Musk’s compensation would be tied to market capitalization and operating achievements instead of a fixed salary.
- Influence over Tesla’s future: Tesla said Musk wanted additional influence over the company’s direction and that the award could align that influence with shareholder value.
- Post-litigation certainty: The board also cited uncertainty created by litigation over Musk’s separate 2018 compensation package and argued that a new approved award could provide a clearer long-term arrangement.
Tesla’s definitive proxy statement contains the board’s rationale. Its response to proxy advisers’ recommendations is also available in a supplemental filing.
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Why some investors opposed it
The opposition focused less on whether Musk had created value historically and more on whether this award was an appropriate way to govern and compensate him going forward.
- Unprecedented size: Critics argued that the award was vastly larger than conventional executive compensation packages.
- Dilution: If all 423.7 million shares ultimately become earned and vested, existing shareholders face dilution. Tesla described the award as approximately 12% of its adjusted share count, but the eventual percentage can change as the company issues or repurchases shares and as other equity events occur.
- Concentration of power: Investors raised concerns that the award could give one executive even greater economic and voting influence.
- Key-person risk: Critics questioned whether Tesla had sufficient safeguards if Musk’s attention shifted to his other companies or activities.
- Board independence and process: Some investors questioned the board’s independence and how the compensation terms were negotiated.
- Milestone evaluation: Product milestones involving bots and robotaxis may be difficult to evaluate objectively, and investors raised concerns about board discretion to adjust or interpret milestones.
ISS and Glass Lewis recommended voting against Proposal 4. Norges Bank Investment Management also said it would vote against the award, citing its size, dilution and insufficient mitigation of key-person risk while acknowledging Musk’s role in creating significant value at Tesla. Norges Bank’s stated concerns were reported by The Associated Press.
CalPERS similarly expressed concern that the award was far larger than conventional executive compensation and could further concentrate power in Musk. Its comments are available in CalPERS’ investment transcript.
Independent reader supportYour contribution helps us test, update, and keep practical guides available for everyone.The 2018 package is separate from the 2025 award
The Delaware Supreme Court’s December 19, 2025 opinion restored the 2018 award. The ruling did not erase or replace the 2025 CEO Performance Award.
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Current status as of June 30, 2026
Tesla’s Form 10-Q for the quarter ended June 30, 2026 showed no tranche as earned. The achievement-status column contained dashes for all 12 tranches.
Tesla did say that the operational milestone requiring delivery of 20 million vehicles was probable for accounting purposes. That does not mean Tesla had achieved the milestone, and it does not mean any tranche had vested or become earned.
Tesla also reported $527 million of stock-based compensation expense related to the 2025 award during the first six months of 2026. That accounting expense does not mean Musk received $527 million in cash or unrestricted shares. Companies can recognize stock-based compensation over expected performance and service periods before the employee has realized the award.
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The latest status is therefore:
- shareholders approved the award;
- the award covers 423.7 million restricted shares;
- no tranche had been reported as earned as of June 30, 2026;
- Tesla had recorded accounting expense related to the award; and
- the award remained subject to performance, service, vesting, holding and forfeiture conditions.
For ongoing updates, investors should review Tesla’s quarterly filings for the award’s achievement-status table, changes in the share count, stock-based compensation expense and any certification of earned tranches. The relevant June 30, 2026 Form 10-Q is the clearest status source.
Other proposals approved or rejected at the meeting
The November 6, 2025 annual meeting included 14 proposals. The broader result matters because Proposal 4 was part of a larger set of governance and compensation votes:
- Proposal 2, an advisory executive-compensation vote, passed.
- Proposal 3, approval of the amended and restated 2019 Equity Incentive Plan, passed. This supplied the equity-plan framework under which the award was administered, but it was not identical to Proposal 4.
- Proposal 4, the 2025 CEO Performance Award, passed.
- Proposal 6, eliminating certain supermajority voting requirements, failed.
- Proposal 7, a shareholder proposal concerning Tesla investment in xAI, was not approved under Tesla’s bylaw standard because of the large number of abstentions.
- Proposal 12, the annual election of directors, passed.
- Several other governance and labor-related shareholder proposals failed.
The complete results are in Tesla’s meeting-results Form 8-K.
What the vote means for investors
The most accurate way to describe the result is: Tesla shareholders approved the possibility of an exceptionally large future stock award, subject to unusually demanding conditions.
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Repair common Windows errors and clear accumulated junk for a smoother, more stable PC - no reinstall needed.Free scan · no reinstallIt is misleading to say that:
- Musk has been paid $1 trillion;
- Musk immediately received 423.7 million unrestricted shares;
- Musk automatically owns 12% more of Tesla; or
- Tesla’s stock reaching one valuation target alone will earn him the entire award.
It is also misleading to say that no compensation has been recorded. Tesla has recognized accounting expense, but expense recognition, issued shares, earned shares, vested shares and realized compensation are different events.
The award can ultimately fail to produce compensation if Tesla misses a required market-capitalization target, does not complete the operational milestones, fails to obtain the required certification, reaches the end of the 10-year performance period, or Musk leaves qualifying service. Unearned shares are generally forfeited at the award’s 10-year anniversary, and clawback provisions can apply if a qualifying financial restatement occurs.
Frequently Asked Questions
Did Elon Musk receive $1 trillion from Tesla?
No. Tesla shareholders approved a conditional award of 423,743,904 restricted shares. Its future value could approach $1 trillion only if Tesla reaches extreme market-capitalization and operating targets and Musk satisfies the award’s service, vesting and holding requirements.
Does Musk now own 12% more of Tesla?
Not in the ordinary sense. The award represents approximately 12% of Tesla’s adjusted share count, but the shares are divided into performance-based tranches and remain subject to earning, vesting, service, holding and forfeiture conditions. The eventual dilution percentage can also change as Tesla’s share count changes.
Had Musk earned any shares under the 2025 award by June 30, 2026?
No tranche was shown as earned in Tesla’s June 30, 2026 Form 10-Q. Tesla said the 20-million-vehicle milestone was probable for accounting purposes, but that accounting assessment did not mean the milestone had been achieved or that any shares had vested.
Is Tesla’s 2025 award the same as Musk’s 2018 pay package?
No. The 2018 package was a separate award restored by the Delaware Supreme Court on December 19, 2025. A separate 96-million-share 2025 interim award was later forfeited under a no-double-dip provision. The 423.7-million-share 2025 CEO Performance Award remains a distinct arrangement.
Could Musk control Tesla’s shareholder vote using the new award?
Not with unearned award shares in the same way as ordinary discretionary voting stock. Before a tranche becomes earned, those shares generally must vote proportionately with other shares present and entitled to vote. Musk can still vote shares he already owns or otherwise controls, and he gains voting direction over a tranche after it becomes earned.
The Bottom Line
Bottom line: Tesla shareholders approved the possibility of an extraordinarily valuable stock award—not an immediate trillion-dollar payout. Musk must remain in qualifying service while Tesla meets escalating market-capitalization and operational targets, and the shares must then pass separate vesting and holding restrictions. As of June 30, 2026, Tesla had not reported that any tranche had become earned.
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