The proposed compensation, in the form of a stock grant, would give Musk up to 423.7 million additional Tesla shares over the next decade.

The payout would only be triggered if Tesla reaches a market capitalisation of $8.5 trillion and meets a series of financial and operational targets.

That valuation would represent a 466% jump from Tesla’s current stock price, even surpassing the world’s most valuable company, Nvidia, which hit $5 trillion last week.

The stakes are high: Tesla warned in September that Musk “may pursue other interests” if shareholders reject the deal.

Despite a rocky year marked by falling sales and profits, Musk has promised a bold future driven by self-driving cars, robotaxis, and humanoid robots, products still under development.

Wall Street analysts expect the package to pass.

“Shareholders are going to support this overwhelmingly, because Musk is the key asset for Tesla,” said Dan Ives, analyst at Wedbush Securities.

However, critics argue the package is excessive.

Ross Gerber, CEO of Gerber Kawasaki Wealth & Investment Management, calculated that if Musk earns the full payout, it would average $275 million a day over ten years.

“I just don’t know in the world anybody thinks of that as fair to shareholders,” he said.

Several major funds, including Norway’s sovereign wealth fund (Norges Bank Investment Management) and public pension funds in California and New York, have announced their opposition.

Influential advisory firms Glass Lewis and ISS have also urged investors to reject the deal, calling the targets “vague and undemanding.”

Musk hit back, labelling them “corporate terrorists” during an investor call, saying he needs more voting control to protect his leadership.

“It’s not like I’m going to go spend the money,” Musk said. “There needs to be enough control to give me strong influence, but not so much that I can’t be fired if I go insane.”

The outcome of the vote will determine not only Musk’s wealth but also Tesla’s leadership future and possibly the shape of the next trillion-dollar corporation.