Overview
- ISS flags the pay grant as astronomical in size, saying its design could deliver large payouts for partial goal achievement and limit future board flexibility.
- ISS pegs the award’s value at $104 billion, exceeding Tesla’s $87.8 billion estimate disclosed in the proxy.
- The package vests only if Tesla hits aggressive milestones, including market value up to $8.5 trillion plus operational targets such as high-volume vehicle output, robotaxis and roughly $400 billion in adjusted earnings.
- Tesla publicly rejected the ISS guidance on X and urged votes with the board’s recommendations, while Musk will be able to vote his own shares representing roughly 13.5%–16% of voting power.
- ISS also recommends opposing a Tesla investment authorization for xAI and the reelection of director Ira Ehrenpreis; the vote is set for Nov. 6 as scrutiny intensifies after a Delaware court voided Musk’s 2018 package and an appeal was heard this week.