Elon Musk may exit Tesla if shareholders reject $1trillion pay package

The warning came in a letter to investors on Monday, ahead of the company’s annual meeting on November 6.

Denholm’s appeal follows mounting criticism that Tesla’s board has failed to act in shareholders’ best interests, with governance experts and advocacy groups questioning its independence and its ability to oversee Musk’s dominant influence.

The performance-linked compensation plan, Denholm said, was crafted to retain and motivate Musk to lead the company for at least another seven and a half years.

She stressed that his leadership remains “critical” to Tesla’s growth and warned that without a properly structured incentive, the company risks losing his “time, talent and vision”.

Musk’s continued role, she added, is key as Tesla pushes to establish itself as a global leader in artificial intelligence and autonomous technology.

Under the proposed plan, Musk would receive 12 tranches of stock options tied to ambitious goals — including reaching a market capitalisation of $8.5 trillion and hitting major milestones in self-driving and robotics.

Denholm’s letter framed the package as essential to aligning Musk’s incentives with shareholder value and long-term expansion, while also urging investors to re-elect three veteran directors who have worked closely with him.

Tesla’s board has long faced scrutiny over its proximity to Musk.

Earlier this year, a Delaware court voided his 2018 compensation plan, ruling that it had been improperly awarded and negotiated by directors who were not fully independent.