October 31, 2025 • 12 mins
Tesla shareholders vote on November 6 on a performance award for Elon Musk that could be worth up to $1 trillion. I break down what the plan pays for, why the board says Tesla risks losing Musk if it fails, where CalPERS and ISS land, and how ownership and autonomy targets shape the outcome. Sources include Reuters, the Financial Times, and new statements from CalPERS ahead of the Austin meeting.
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Transcript
Episode Transcript
Available transcripts are automatically generated. Complete accuracy is not guaranteed.
(00:00):
Tesla has set a November 6th shareholder vote in Austin that
will decide whether Elon Musk receives a performance award
worth up to $1 trillion USD. Now, the board ties the award to
aggressive operating and market milestones that would reshape
Tesla scale and governance. And the package would arrive
(00:21):
after a year where leadership questions met fierce debates
about pay and control. What outcome does this vote
create for Tesla strategy and for Musk's role across his new
companies? Tesla's chair, Robin Denholm,
tells investors that Musk could walk if the plan fails.
(00:42):
The warning lands as the voting window closes at 11:59 PM.
Eastern on November 5th, hours before the annual meeting at
Giga Texas. Now the message frames the vote
as a retention test that links Musk's time and attention to
shareholder approval. Now Tesla structure is the award
(01:03):
as 12 tranches of stock options that vest only if Tesla hit
specific targets. And the targets include lifting
market value to about $8.5 trillion and achieving major
progress in autonomy and robotics.
And the board positions the planas pay for performance with no
salary or cash bonuses. Now, the board asks investors to
(01:24):
view this plan in light of earlier litigation.
And Delaware Corps previously voided Musk's 2018 option grant,
which Tesla has fought as it built a new path to retention
and control. You know, the company rallies
support while proxy advisor scrutinized structure and
governance. Now Calper CalPERS breaks ranks
(01:46):
with Tesla's pitch and says it will vote against the plan.
The fund holds roughly 5 millionTesla shares and argues that the
award is too large and that it concentrates power in one
person. Elon Musk and 1 shareholder.
And the stance arrives one week before the meeting and gives
cover to other institutions thatquestion the packages.
(02:08):
Now, ISS advises investors to oppose the plan and site size
structure and commitment concerns.
Advisor points to the 423,000,000 share scale and the
performance goals that could still yield large payouts before
full targets are met. The guidance also challenges
board independence as it evaluates directors tied to the
(02:30):
plan. Now I want to know your ideas on
this. There's one camp that says this
guy's going to be a trillionaire.
How could you give that much power to one person, that much
money to one person? And also they want to take the
power away from a singular person, right?
(02:51):
So that's one side of the story.And if they do allow Elon to
keep his control and to keep doing what he does at Tesla, is
that giving him too much power now?
Of course, Elon is the center point of Tesla.
Without Elon, Tesla would not bewhere it is today.
(03:13):
Without Elon, all of these shareholders wouldn't be making
as much money as they do. But also, we have to remember
what happened when Elon went allpolitical.
They lost shares. They lost sales people in their
regular demographics of the coastal cities in California.
(03:36):
They turned down Tesla and went to other vehicle manufacturers.
Now, if you are Elon Musk and you are threatening to leave the
company because you don't think that what you have now is worth
it, and these are his words. Not not exactly, but he's
(03:58):
basically saying like, look, I might leave the company if I
don't get what I want. If I don't get this pay package,
I don't think it's worth me working there anymore.
Now, everybody should understandtheir value.
Personal side note, for the longest time, I didn't know my
value when I started in the business that I started in, I
was a coder. I was highly sought after.
(04:21):
I was charging people $300 to make them a website back when
websites were just becoming websites, you know, like back in
the day. And if I would have reached out
to the right people, same websites, I could have gotten 10
times that. I could have gotten 4005
thousand, 6010 thousand dollars for some of the sites that I was
(04:43):
building. Eventually I learned that value,
but also people should know their value.
And is Elon Musk worth a trillion dollars?
Is Elon Musk worth all of this power?
And that's up to him to decide, but that's up to him internally
to decide for himself. But since he is the head of a
(05:04):
company that has shares, it's upto the shareholders to decide if
he's actually worth it. Now let's talk about the other
side. The other side is that these
people believe in Elon Musk's vision.
They understand where he's coming from.
They know what he's done and what he's capable of.
(05:25):
They know how hard he works. They know his vision.
They know that he's going to tryto make a ton of his vehicles as
soon as possible, which will open up a huge revenue stream,
which will skyrocket their shares.
They'll make a bunch more money.And those are the people they
really want Elon to succeed. They want to keep him in there,
(05:47):
and they want him to not walk away.
But if you're Elon Musk and you say you're going to walk away if
you don't get this pay package, what about all those decades of
work you put into this, all thatwork you put into Tesla, all
that work that was put into all the amazing vehicles, all the
(06:12):
amazing technology? I don't know.
I'm torn on this one personally,because I think what Elon has
done with Tesla is absolutely amazing.
I also think that anybody can make their own decisions as far
as what they're worth. If he does leave Tesla, this
(06:34):
company is going to tank. The stock is going to go down.
And he knows that they had, he has all the shareholders, you
know, or in the palm of his hand, because he knows, he
understands that if he threatensto walk away because he doesn't
get this pay package, he knows that all of their money would be
(06:55):
wiped out. He has them by the wallet.
And when he, or if he walks awayfrom this, then they are going
to tank. And of course, they're going to
lose millions and millions of dollars, hundreds of millions of
dollars, some of them. So he has them by the cojones.
(07:17):
What do you do at that point if you're an investor?
I want to know if you're an investor in Tesla and I do have,
I want to give a little, I want to give a, some insight here.
I do have a little Tesla stock, but I'm not going to vote yes
for this personally. And this is not advice, by the
way. I'm not going to vote for it.
(07:40):
But I don't have a huge, you know, I don't have millions of
dollars invested in Tesla, but Ido have a voice.
So I, I don't know, I'm torn. What do you think?
If you're a Tesla investor, let me know if you have some, if you
have some shares, let me know. If you don't have shares, let me
know too. I want to know what you think in
the comments and whatever podcast platform you're on right
(08:01):
now. This is a weird one.
Now the board has answered with a focus on retention and
incentive. Now Den Home has talked about
the risks of Tesla if they lose Musk or his role becomes
uncertain. And then Home positions the
(08:23):
award as a long term contract, which is tied to execution.
So I don't know, it's, it's a tough one.
And the mechanics of the vote add urgency to turn out in
timing as well. Investors cast ballots up to
late evening on November 5th, and the company convenes the
(08:43):
meeting on November 6th at Giga Texas.
So you only have a few hours to gauge late momentum before
results land. And you know when Mega or Giga
text this happens on November 6th.
If they vote against it on November 5th, will Elon Musk
even show up? Who knows.
(09:05):
So the we're talking about ownership dynamics here.
If Tesla hits every single milestone, Musk's state could
rise into the mid 20s or higher,which would expand his voting
power and reduce the risk of further dilution.
That outcome would satisfy his Musk's stated push for a
controlling position near or above 25%.
(09:28):
He wants to control as much as possible of Tesla now.
He's going to get paid for this.Of course, Tesla leans on a road
map that depends on AI, autonomy, and robotics to
justify a package scale to future value rather than current
car sales. They know that the future is
autonomy. They know that as robotics.
Every major manufacturer for thelast 30 years, Mitsubishi,
(09:53):
Hyundai, Honda, they've all maderobots as well as cars.
And this is the game plan that Elon is doing.
He's doing autonomous vehicles as well, but he's making robots
just like the other car manufacturer have.
Now this board is arguing the Musk's role is central to the
(10:14):
execution timeline and to investor confidence through the
next phase of Tesla. It's a trade coming up in
November 6th. A yes vote locks an
unprecedented stock grant to performance goals, strengthens
Musk's stake, and sets a retention signal.
(10:35):
A no vote invites leadership uncertainty.
Who knows if he's going to leave, There's going to be
critics from this. It tests the board's contingency
plans. Like what happens if Elon asked
actually does leave? Who do they put in his place?
But we're hearing some rumors about that and I'm going to
touch on that in the next few days about who could take over
(10:59):
if Musk leaves. I don't think he's going to
leave. I think people are going to keep
him in. And that's just, you know, I, I
don't think he's done anything so bad that people would vote
him out. He has done some bad stuff.
And the, the stock has been OK, but the sales have been down and
the stock keeps rising because of autonomy, not because car
(11:20):
sales. If they were only worried about
car sales, they would be really in a pickle right now.
Anyway, let me know what you think in the comments.
I really do appreciate your time.
Take care of yourselves and eachother, and I'll see you in the
next one. Hey, thank you so much for
listening today. I really do appreciate your
(11:42):
support. If you could take a second and
hit this subscribe or the followbutton on whatever podcast
platform that you're listening on right now, I greatly
appreciate it. It helps out the show
tremendously and you'll never miss an episode.
And each episode is about 10 minutes or less to get you
caught up quickly. And please, if you want to
support the show even more, go to patreon.com/stagezero and
(12:06):
please take care of yourselves and each other and I'll see you
tomorrow.
Tesla has set a November 6th shareholder vote in Austin that
will decide whether Elon Musk receives a performance award
worth up to $1 trillion USD. Now, the board ties the award to
aggressive operating and market milestones that would reshape
Tesla scale and governance. And the package would arrive
(00:21):
after a year where leadership questions met fierce debates
about pay and control. What outcome does this vote
create for Tesla strategy and for Musk's role across his new
companies? Tesla's chair, Robin Denholm,
tells investors that Musk could walk if the plan fails.
(00:42):
The warning lands as the voting window closes at 11:59 PM.
Eastern on November 5th, hours before the annual meeting at
Giga Texas. Now the message frames the vote
as a retention test that links Musk's time and attention to
shareholder approval. Now Tesla structure is the award
(01:03):
as 12 tranches of stock options that vest only if Tesla hit
specific targets. And the targets include lifting
market value to about $8.5 trillion and achieving major
progress in autonomy and robotics.
And the board positions the planas pay for performance with no
salary or cash bonuses. Now, the board asks investors to
(01:24):
view this plan in light of earlier litigation.
And Delaware Corps previously voided Musk's 2018 option grant,
which Tesla has fought as it built a new path to retention
and control. You know, the company rallies
support while proxy advisor scrutinized structure and
governance. Now Calper CalPERS breaks ranks
(01:46):
with Tesla's pitch and says it will vote against the plan.
The fund holds roughly 5 millionTesla shares and argues that the
award is too large and that it concentrates power in one
person. Elon Musk and 1 shareholder.
And the stance arrives one week before the meeting and gives
cover to other institutions thatquestion the packages.
(02:08):
Now, ISS advises investors to oppose the plan and site size
structure and commitment concerns.
Advisor points to the 423,000,000 share scale and the
performance goals that could still yield large payouts before
full targets are met. The guidance also challenges
board independence as it evaluates directors tied to the
(02:30):
plan. Now I want to know your ideas on
this. There's one camp that says this
guy's going to be a trillionaire.
How could you give that much power to one person, that much
money to one person? And also they want to take the
power away from a singular person, right?
(02:51):
So that's one side of the story.And if they do allow Elon to
keep his control and to keep doing what he does at Tesla, is
that giving him too much power now?
Of course, Elon is the center point of Tesla.
Without Elon, Tesla would not bewhere it is today.
(03:13):
Without Elon, all of these shareholders wouldn't be making
as much money as they do. But also, we have to remember
what happened when Elon went allpolitical.
They lost shares. They lost sales people in their
regular demographics of the coastal cities in California.
(03:36):
They turned down Tesla and went to other vehicle manufacturers.
Now, if you are Elon Musk and you are threatening to leave the
company because you don't think that what you have now is worth
it, and these are his words. Not not exactly, but he's
(03:58):
basically saying like, look, I might leave the company if I
don't get what I want. If I don't get this pay package,
I don't think it's worth me working there anymore.
Now, everybody should understandtheir value.
Personal side note, for the longest time, I didn't know my
value when I started in the business that I started in, I
was a coder. I was highly sought after.
(04:21):
I was charging people $300 to make them a website back when
websites were just becoming websites, you know, like back in
the day. And if I would have reached out
to the right people, same websites, I could have gotten 10
times that. I could have gotten 4005
thousand, 6010 thousand dollars for some of the sites that I was
(04:43):
building. Eventually I learned that value,
but also people should know their value.
And is Elon Musk worth a trillion dollars?
Is Elon Musk worth all of this power?
And that's up to him to decide, but that's up to him internally
to decide for himself. But since he is the head of a
(05:04):
company that has shares, it's upto the shareholders to decide if
he's actually worth it. Now let's talk about the other
side. The other side is that these
people believe in Elon Musk's vision.
They understand where he's coming from.
They know what he's done and what he's capable of.
(05:25):
They know how hard he works. They know his vision.
They know that he's going to tryto make a ton of his vehicles as
soon as possible, which will open up a huge revenue stream,
which will skyrocket their shares.
They'll make a bunch more money.And those are the people they
really want Elon to succeed. They want to keep him in there,
(05:47):
and they want him to not walk away.
But if you're Elon Musk and you say you're going to walk away if
you don't get this pay package, what about all those decades of
work you put into this, all thatwork you put into Tesla, all
that work that was put into all the amazing vehicles, all the
(06:12):
amazing technology? I don't know.
I'm torn on this one personally,because I think what Elon has
done with Tesla is absolutely amazing.
I also think that anybody can make their own decisions as far
as what they're worth. If he does leave Tesla, this
(06:34):
company is going to tank. The stock is going to go down.
And he knows that they had, he has all the shareholders, you
know, or in the palm of his hand, because he knows, he
understands that if he threatensto walk away because he doesn't
get this pay package, he knows that all of their money would be
(06:55):
wiped out. He has them by the wallet.
And when he, or if he walks awayfrom this, then they are going
to tank. And of course, they're going to
lose millions and millions of dollars, hundreds of millions of
dollars, some of them. So he has them by the cojones.
(07:17):
What do you do at that point if you're an investor?
I want to know if you're an investor in Tesla and I do have,
I want to give a little, I want to give a, some insight here.
I do have a little Tesla stock, but I'm not going to vote yes
for this personally. And this is not advice, by the
way. I'm not going to vote for it.
(07:40):
But I don't have a huge, you know, I don't have millions of
dollars invested in Tesla, but Ido have a voice.
So I, I don't know, I'm torn. What do you think?
If you're a Tesla investor, let me know if you have some, if you
have some shares, let me know. If you don't have shares, let me
know too. I want to know what you think in
the comments and whatever podcast platform you're on right
(08:01):
now. This is a weird one.
Now the board has answered with a focus on retention and
incentive. Now Den Home has talked about
the risks of Tesla if they lose Musk or his role becomes
uncertain. And then Home positions the
(08:23):
award as a long term contract, which is tied to execution.
So I don't know, it's, it's a tough one.
And the mechanics of the vote add urgency to turn out in
timing as well. Investors cast ballots up to
late evening on November 5th, and the company convenes the
(08:43):
meeting on November 6th at Giga Texas.
So you only have a few hours to gauge late momentum before
results land. And you know when Mega or Giga
text this happens on November 6th.
If they vote against it on November 5th, will Elon Musk
even show up? Who knows.
(09:05):
So the we're talking about ownership dynamics here.
If Tesla hits every single milestone, Musk's state could
rise into the mid 20s or higher,which would expand his voting
power and reduce the risk of further dilution.
That outcome would satisfy his Musk's stated push for a
controlling position near or above 25%.
(09:28):
He wants to control as much as possible of Tesla now.
He's going to get paid for this.Of course, Tesla leans on a road
map that depends on AI, autonomy, and robotics to
justify a package scale to future value rather than current
car sales. They know that the future is
autonomy. They know that as robotics.
Every major manufacturer for thelast 30 years, Mitsubishi,
(09:53):
Hyundai, Honda, they've all maderobots as well as cars.
And this is the game plan that Elon is doing.
He's doing autonomous vehicles as well, but he's making robots
just like the other car manufacturer have.
Now this board is arguing the Musk's role is central to the
(10:14):
execution timeline and to investor confidence through the
next phase of Tesla. It's a trade coming up in
November 6th. A yes vote locks an
unprecedented stock grant to performance goals, strengthens
Musk's stake, and sets a retention signal.
(10:35):
A no vote invites leadership uncertainty.
Who knows if he's going to leave, There's going to be
critics from this. It tests the board's contingency
plans. Like what happens if Elon asked
actually does leave? Who do they put in his place?
But we're hearing some rumors about that and I'm going to
touch on that in the next few days about who could take over
(10:59):
if Musk leaves. I don't think he's going to
leave. I think people are going to keep
him in. And that's just, you know, I, I
don't think he's done anything so bad that people would vote
him out. He has done some bad stuff.
And the, the stock has been OK, but the sales have been down and
the stock keeps rising because of autonomy, not because car
(11:20):
sales. If they were only worried about
car sales, they would be really in a pickle right now.
Anyway, let me know what you think in the comments.
I really do appreciate your time.
Take care of yourselves and eachother, and I'll see you in the
next one. Hey, thank you so much for
listening today. I really do appreciate your
(11:42):
support. If you could take a second and
hit this subscribe or the followbutton on whatever podcast
platform that you're listening on right now, I greatly
appreciate it. It helps out the show
tremendously and you'll never miss an episode.
And each episode is about 10 minutes or less to get you
caught up quickly. And please, if you want to
support the show even more, go to patreon.com/stagezero and
(12:06):
please take care of yourselves and each other and I'll see you
tomorrow.
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