Texas Law Enables Elon Musk's $1 Trillion Pay Package

Friday, Sep 5, 2025 7:05 pm ET2min read

Elon Musk's $1 trillion pay package at Tesla is enabled by Texas's new management-friendly law, which offers better protection from legal challenges than Delaware, the company's former corporate home. The law allows Tesla to require shareholders to own 3% of the stock before they can sue, making it harder for investors to challenge the package's independence. Musk's voting power, which is around 13.5%, also increases the likelihood of approval.

Elon Musk's latest pay package at Tesla, valued at $1 trillion, is a testament to the company's strategic shift to Texas, where the state's management-friendly laws provide better protection from legal challenges compared to Delaware, its former corporate home. The new law in Texas allows companies to require shareholders to own 3% of the stock before they can sue, making it more difficult for investors to challenge the independence of the board members who developed the pay package [1][2].

Tesla's move to Texas was sparked by a Delaware judge's ruling in 2018 that Musk's $56 billion compensation package was "unfathomable" and unfair to shareholders. The company has since reincorporated in Texas and has been able to negotiate a new, significantly larger pay package for Musk. The Texas corporate law provides Tesla with a better chance of having this package approved and a lesser risk of it being struck down in the courts [1][2].

Under the new pay package, Musk will be allowed to use his voting power, which is around 13.5%, according to Tesla's latest security filing. This increases the likelihood of the package being approved, as Musk's voting power is substantial and could sway the shareholder vote in his favor. In the past, Tesla's shareholders have voted to "ratify" Musk's pay package, but these votes have not been decisive due to the Delaware judge's rulings [1][2].

The ambitious goals set out for Musk and Tesla under the new pay package include reaching a market valuation of $2 trillion and achieving 20 million vehicle deliveries over the next decade. These targets are extremely aggressive, given the recent tumult at the Texas company, which has faced challenges such as declining sales and profits, intensifying competition, and Musk's affiliation with President Donald Trump [3].

Investors appear to be reacting positively to the proposed compensation plan, as Tesla's stock price has risen by about 4.5% since the announcement [4]. The proposed pay package, outlined in Tesla's proxy filing, is structured to keep Musk at the helm for the next decade and includes a series of ambitious performance targets that he must meet to unlock the full payout [4].

In conclusion, Tesla's move to Texas and the new management-friendly law in the state have enabled the company to negotiate a significant pay package for Elon Musk. The law provides better protection from legal challenges and increases the likelihood of the package being approved. However, the ambitious targets set out for Musk and Tesla will be a test of the company's ability to execute its plans and deliver on its promises.

References:
[1] https://ca.finance.yahoo.com/news/musks-texas-sized-1-trillion-230057286.html
[2] https://ca.finance.yahoo.com/news/musks-texas-sized-1-trillion-230057955.html
[3] https://www.cbs8.com/article/news/nation-world/elon-musk-trillionaire-tesla/507-a3802c8b-b955-48f9-8fd3-f3de9c49c341
[4] https://finbold.com/tsla-stock-rises-after-teslas-massive-1-trillion-package-to-elon-musk/

Texas Law Enables Elon Musk's $1 Trillion Pay Package

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