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Fix the driver behind crashes, sound loss and screen glitchesFind Drivers →Clear out junk files and repair common Windows errorsFree Scan →Tesla board chair Robyn Denholm argued in June 2024 that Elon Musk needed the company’s performance-based pay plan to stay motivated and focused on Tesla. The roughly $46 billion headline figure was a time-specific estimate of stock options—not a salary or a fixed cash payment. The legal status has since changed: on December 19, 2025, the Delaware Supreme Court reinstated the 2018 award after a lower court had ordered it rescinded.
What the $46 billion figure referred to
The figure referred to Tesla’s 2018 CEO Performance Award, a package of stock options tied to results. It was structured in 12 tranches; each tranche represented 1% of Tesla’s outstanding shares at the grant date and depended on meeting market-capitalization and operational targets. It was not a $46 billion salary check or a single lump-sum payment.
The amount varied with the date and valuation method. The Delaware Court of Chancery described the award’s maximum value as $55.8 billion and its grant-date fair value as $2.6 billion. Around the June 2024 shareholder vote, the court record put its value at about $44.9 billion. These figures describe different measures and dates, rather than a constant value. The June 2024 headline’s $46 billion was an estimate at that time, not a figure established as the award’s value on every date. Delaware Court of Chancery opinion; Tesla’s 2024 proxy statement; Delaware Supreme Court account of the vote; June 2024 report carrying the headline estimate.
Why Denholm said Musk needed it
Denholm’s argument was about retention and motivation: she urged shareholders to support the award and warned that Musk could leave Tesla or devote less time to it without suitable compensation. That was the chair’s advocacy, not a court finding about Musk’s motivation or proof that this amount was necessary.
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The Court of Chancery acknowledged the general deference courts give pay decisions, writing: “A board of director’s decision on how much to pay a company’s chief executive officer is the quintessential business determination subject to great judicial deference.” The court nevertheless applied entire-fairness review to this particular transaction because of the conflicts it found in the controller-led process; it concluded the defendants had not shown the award was entirely fair. Court of Chancery opinion, January 30, 2024.
What shareholders approved—and what the courts decided
Tesla put ratification of the 2018 plan to shareholders again in June 2024, and shareholders voted in favor. That vote was not the same as a court ruling and did not itself undo the trial court’s judgment. The Delaware Court of Chancery declined Tesla’s request to revise that judgment on December 2, 2024.
Rank #2
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| Date | Decision | Effect |
|---|---|---|
| January 30, 2024 | The Delaware Court of Chancery ruled for the shareholder plaintiff in Tornetta v. Musk and ordered rescission of the 2018 award. | The award was subject to rescission under the trial court’s judgment. |
| June 2024 | Tesla shareholders voted in favor of ratifying the award. | The vote did not, by itself, reverse the court judgment. |
| December 2, 2024 | The Court of Chancery declined to revise its ruling. | The rescission judgment remained in place at that stage. |
| December 19, 2025 | The Delaware Supreme Court reversed the rescission remedy and reinstated the 2018 plan. | The court awarded nominal damages of $1 and reduced the attorneys’ fee award. |
| March 18, 2026 | Tesla reported that the Court of Chancery entered an amended final order implementing the appellate reversal. | The implementing order reflected the Supreme Court’s reinstatement. |
Court of Chancery opinion; Delaware Supreme Court opinion; Tesla Form 10-K/A.
Independent reader supportYour contribution helps us test, update, and keep practical guides available for everyone.How the later Tesla awards differ
The 2018 award is distinct from two later compensation actions. Tesla’s 2025 interim award consisted of 96 million restricted shares. Tesla says it was forfeited on April 21, 2026, after the 2018 award became exercisable in full. Separately, shareholders approved a new 2025 CEO Performance Award on November 6, 2025. Tesla reports that this award granted 423,743,904 shares and has 12 tranches tied to market-capitalization and operational milestones. Neither later action changes what the 2018 plan was or the earlier $46 billion estimate.
Quick Recap
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- Very suitable as children 4 years and up toys for birthday,Christmas gift, new year. Also it can be a gift for your boyfriend
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| Award | Structure and conditions | Reported status |
|---|---|---|
| 2018 CEO Performance Award | Stock options in 12 tranches; each tranche represented 1% of shares outstanding at the grant date and required market-capitalization and operational targets. | Reinstated by the Delaware Supreme Court in December 2025; Tesla reports an implementing order dated March 18, 2026. |
| 2025 interim award | 96 million restricted shares. | Forfeited April 21, 2026, after the 2018 award became exercisable in full, according to Tesla. |
| 2025 CEO Performance Award | 423,743,904 shares granted; 12 tranches tied to market-capitalization and operational milestones. | Approved by shareholders November 6, 2025, according to Tesla. |
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