Elon Musk, new king-shareholder, the governance of TESLA put to the test of the cult of its founder

More than 75% of Tesla shareholders have just approved Elon Musk’s compensation plan, estimated at nearly $1,000 billion. This massive vote not only confirms the success of a leader, but a model of capitalism where performance, vision and power merge. By placing loyalty to the founder at the heart of the strategy, Tesla shareholders have just opened a new page in the cult of leadership.

An incentive contract that has become an instrument of power

The plan calls for Elon Musk to receive up to twelve additional tranches of shares if Tesla reaches a capitalization of 8.5 trillion dollars and achieved several operational goals, including the sale of one million humanoid robots and ten million paid subscriptions to its autonomous driving software. If he achieves these goals, Musk’s stake could go from 15% to almost 29% of capital.

Apparently, the system is based on a logic of shareholder alignment where Musk receives neither fixed salary nor annual bonus, and only gains if the value of the company soars. In reality, it consolidates power that is already unparalleled in the S&P 500, because this plan does not remunerate its leader but reinforces the domination of a key shareholder.

A vote that confirms the faith of individual investors

Despite the reservations of consulting companies ISS And Glass Lewiswho had recommended voting against, Tesla management won its bet. The president of the board of directors, Robyn Denholmhad led an active campaign, emphasizing the risk of seeing Musk leave the company in the event of refusal. Large institutional funds, such as the Norwegian sovereign wealth fund Norges Bank Investment Managementrepresenting 1.1% of the capital, opposed the resolution, citing “disproportionate” remuneration and excessive dependence on a single person.

But the dynamic was dictated by the individual investorswhich own more than a third of Tesla’s shares. This core of loyal shareholders, often perceived as an activist community, validated the plan by an overwhelming majority. Their vote reflects less a financial analysis than an act of loyalty. For them, the value of Tesla is inseparable from the personality of its founder.

The board of directors, from control body to circle of allegiance

This result illustrates a structural evolution that we have been able to observe elsewhere (OpenAI, WeWork, Meta), where the board of directors no longer exercises control but ratifies direction. Since 2018, the Tesla board has gradually switched from a classic supervision model to a passive model. The initial 2018 plan, valued at $128 billion, was canceled by the Delaware courts for “biased approval process”. That of 2025 uses the same principle, but in a context where Musk’s control over the board is total.

From governance to devotion

No other listed manager benefits from such latitude. Compensation plans Tim Cook (Apple) or Satya Nadella (Microsoft) cap between 300 and 400 million dollars, spread over several years with strict criteria of profitability and sustainability. At Tesla, the logic is the opposite and reward precedes stability. The expected performance does not only relate to economic results, but to the realization of a vision ranging from robotics to embedded artificial intelligence.

This approach transforms Tesla into a project company, whose capitalization depends as much on Musk’s promises as on its products. It also explains why the council agreed to examine, after a non-binding vote, the possibility of a investment in xAI. The boundaries between the entities it controls are becoming more and more porous, at the risk of blurring the interests of Tesla and those of its founder.