Fortune | FORTUNE 09月05日
特斯拉再次为马斯克设定万亿美元薪酬目标
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特斯拉董事会再次为CEO埃隆·马斯克提出一项雄心勃勃的薪酬计划,目标是让公司市值在未来十年内增长八倍。此前,马斯克的两份巨额薪酬方案均面临法律和股东压力。新方案旨在激励马斯克带领特斯拉实现前所未有的增长,并将其留在领导岗位。该计划设定了包括调整后EBITDA目标、Robotaxi商业运营以及AI机器人交付等一系列绩效指标。尽管马斯克是特斯拉的“最大资产”,但也伴随着风险,他的多项副业和争议性言论可能影响公司股价和声誉。董事会此次选择继续与马斯克绑定,押注于他能带来的增长潜力,但同时也面临着公司是否能超越创始人个人影响力的长远考量。

🚀 **巨额薪酬目标再现:** 特斯拉董事会继2018年和2024年初两次薪酬方案受挫后,再次为CEO埃隆·马斯克设定了极具挑战性的薪酬目标,要求公司在未来十年内市值增长八倍,潜在价值最高可达1万亿美元。此举旨在通过设定高目标来激励马斯克,并确保其长期留在公司领导岗位。

⚖️ **过往薪酬方案回顾与挑战:** 马斯克的薪酬历史充满争议。2012年的方案基于生产和股价目标,成功为他带来数千万美元期权。2018年的560亿美元方案因运营指标和天价估值目标而备受瞩目,但最终在2024年1月被特拉华州法院推翻,理由是董事会存在利益冲突和监督不足。随后修订的“B计划”也未能通过。

📈 **新方案与绩效指标:** 新的薪酬计划建立在2018年方案的基础上,并引入了更严格的绩效指标,包括调整后的EBITDA目标(比2018年里程碑高出28倍),以及“100万辆Robotaxi投入商业运营”和“交付100万个AI机器人”等具体产品目标。这些指标旨在推动特斯拉在新的增长阶段取得突破。

🤔 **马斯克困境:** 特斯拉董事会面临两难:马斯克既是公司最大的资产,也是最大的风险。他的野心和融资能力推动了特斯拉的崛起,但其多项副业(SpaceX、X等)和时而激进的言论也可能分散公司精力,并给股价和声誉带来波动。公司能否在超越创始人个人影响力的道路上成熟,是一个关键问题。

When Tesla’s board unveiled its latest executive compensation plan for CEO Elon Musk on Friday, it wasn’t just another line in a proxy filing. It was an act of theater—and defiance. After two previous pay deals for Musk—the world’s richest man, worth hundreds of billions—had been alternately dismantled under legal and shareholder pressure, and then heavily criticized, the company is once again pushing the boundaries of corporate governance with a headline-grabbing target: Musk will earn only if Tesla’s valuation surges by at least a factor of eight over the next decade.

Tesla told shareholders in the filing with the Securities and Exchange Commission that Musk’s most recent pay package worth $29 billion was accompanied by the statement that “work was ongoing” by the special committee evaluating Musk’s compensation. The board, with Elon and his brother Kimbal recusing themselves from the process, unanimously recommended a “longer-term CEO compensation strategy” that could reach $1 trillion.

The special committee then confirmed what Fortune‘s Amanda Gerut reported: that the $29 billion package was not directly linked to performance, and that this was quite the opposite. “Yes, you read that correctly,” the committee told shareholders. “In 2018, Elon had to grow Tesla by billions; in 2025, he has to grow Tesla by trillions — to be exact, he must create nearly $7.5 trillion in value for shareholders for him to receive the full award.” The committee also said that this award “uniquely challenges” Musk to both guide Tesla through a new phase of unprecedented growth and keeping him in leadership for many years to come.

Musk’s pay-package past

Elon Musk’s relationship with pay packages has always been outlandish by conventional corporate measures. Unlike the cash-heavy salaries and bonuses that structure most CEO contracts, Musk has repeatedly tied his fortune to Tesla’s ability to smash through aggressive milestones.

Back in 2012, Tesla’s board offered him a deal based on production and stock price hurdles. At the time, it looked audacious; Tesla was still a niche manufacturer producing a few tens of thousands of cars. When those goals were eventually met, the pay package delivered Musk tens of millions of dollars in options—at once a win for him and a vindication for Tesla shareholders who had seen their stock multiply.

Then came 2018: a plan with a $56 billion potential jackpot contingent on a suite of operational metrics and stratospheric valuation targets. Skeptics scoffed, yet Musk hit many of those goals, pushing Tesla past the trillion-dollar valuation threshold in 2021. To admirers, it proved Musk’s visionary drive. To critics, it was governance gone awry—a board in thrall to its CEO.

Indeed, in January 2024, a Delaware judge struck down that $56 billion arrangement, citing conflicts of interest on the board (including his brother Kimbal) and lack of adequate oversight. The ruling landed as a symbolic rebuke of Musk’s sway over Tesla, and a warning about the excesses of Silicon Valley’s cult-of-founder ethos. A second attempt at revising the package—“Plan B,” as it was informally known—was again quashed by a Delaware judge nearly a year later. Throughout the year, a furious Musk decamped from his incorporation in Delaware.

In Friday’s proxy, the committee said it ​explored numerous alternatives, but ultimately decided to build upon the controversial 2018 package. Musk’s new goals include adjusted EBITDA targets (up to 28x higher than the 2018 milestone, per the committee) and new product rollouts, including 1 million Robotaxis in commercial operation and delivery of 1 million AI bots.

Backlash, loyalty, and the Musk dilemma

Tesla’s board has found itself trapped in a predicament: Musk is simultaneously Tesla’s greatest asset and its greatest risk. The company’s extraordinary rise from an upstart carmaker to a global force in sustainable energy and transport has been fueled by his relentless ambition and uncanny ability to attract capital. He embodies the Tesla brand so thoroughly that investors and customers alike conflate the company’s trajectory with his own.

But that strength comes with fragility. Musk’s long list of side ventures—SpaceX, X, Neuralink, the recently launched xAI—leads critics to charge that Tesla risks becoming a neglected child. Meanwhile, his mercurial style and public controversies, from social-media firestorms to clashes with regulators, have brought volatility to Tesla’s stock and reputation.

Underlying the trillion-dollar plan is a quieter, more existential question: Can Tesla truly outgrow Musk? For over a decade, it has been his vision, his risk appetite, and his brash style that defined the company. Yet most corporate giants eventually mature beyond their founding personalities, shifting power toward institutional structures and professional management.

Once again, Tesla’s board has sided with continuity, betting that the upside of locking Musk in outweighs the turbulence of pushing him aside. Still, the allure of Tesla has always rested in its improbable odds. A company dismissed in its infancy now shapes the future of global transportation. A CEO once thought reckless has become one of the richest men alive. And a pay package once unimaginable is back in play—only now, the number is no longer billions, but a trillion.

For this story, Fortune used generative AI to help with an initial draft. An editor verified the accuracy of the information before publishing. 

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特斯拉 埃隆·马斯克 CEO薪酬 公司治理 市值目标 Tesla Elon Musk CEO Compensation Corporate Governance Valuation Target
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