Tesla reported Chief Executive Elon Musk’s 2025 compensation at $158,359,009,867 in the proxy statement it filed with the US Securities and Exchange Commission (SEC) on Monday, a sum it said works out to 2,522,203 times the $62,786 median pay of its other employees.
The figure is an accounting value under SEC rules rather than cash, and the company said that measured by realized compensation the ratio was 0.00:1 because Musk sold no shares to collect pay.
The total combines $132,298,849,867, the maximum grant-date fair value of the 2025 CEO Performance Award of 423,743,904 restricted shares, and $26,060,160,000 for the 96,000,000-share interim award that Tesla revoked on April 21 after the Delaware Supreme Court reinstated Musk’s 2018 option package.
The proxy is the only full account of what has happened to Musk’s holdings since the 2018 award was restored, and it sets a December 3 annual meeting at Gigafactory Texas with just three items on the ballot.
No Shareholder Proposals
Shareholders will vote on re-electing Musk, Chair Robyn Denholm and director JB Straubel as Class I directors for three years, on an advisory say-on-pay resolution, and on keeping PWC as auditor for 2026.
That compares with 14 proposals at the November 6, 2025 meeting, eight of them from shareholders, including one on annual director elections that passed with 1,328,135,664 votes in favor and 1,118,920,427 against, according to the results Tesla filed on November 7, 2025.
The new proxy says the Board “determined not to repropose a binding declassification proposal or a binding proposal to eliminate the supermajority voting requirements at this time,” citing the management proposal on supermajority rules that drew 39.4% of outstanding shares at the same meeting and failed.
Tesla did not say why no shareholder proposals appear this year, and the document notes that Rule 14a-8 will apply to next year’s meeting only “as and to the extent such rule may be in effect at the applicable time.”
The record date was October 13, when Tesla had 3,952,730,153 shares outstanding, up from 3,325,150,886 on September 15, 2025, the record date used in last year’s proxy.
Demand to attend in person is high enough that Tesla will run a random drawing for seats, and the meeting will also stream online.
Where Musk’s Shares Stand
Musk beneficially owned 699,580,882 shares, or 19.8%, as of September 30, made up of 413,152,109 shares in his revocable trust and 286,428,773 restricted shares issued when he exercised all 303,960,630 options from the 2018 award on June 16.
Tesla withheld 17,531,857 shares to cover the exercise price under a net-settlement election, and the remaining shares vest on January 19, 2028, provided Musk stays on as CEO or as an executive officer responsible for product development or operations.
The 423,743,904 shares of the 2025 award are excluded from that count because none of its 12 tranches has been earned and the shares vote in proportion to all other shares under a voting agreement, so Musk has no voting or dispositive control over them.
Each tranche requires a market capitalization milestone, running from $2.0 trillion to $8.5 trillion and measured on trailing six-month and 30-day averages, plus any one of 12 operational goals: 20 million vehicles delivered, 10 million active FSD subscriptions, 1 million bots delivered, 1 million Robotaxis in commercial operation, or adjusted EBITDA of $50 billion rising to $400 billion in three separate four-quarter periods.
Shares earned before the fifth anniversary of the September 3, 2025 grant vest on the 7.5th anniversary and those earned later vest on the 10th, with a $334.09 per-share offset due on vesting unless Musk pays it in cash.
The count of pledged shares fell to 207,498,721 from 235,998,721 a year earlier, and Tesla said the aggregate borrowing against all directors’ and officers’ pledged stock was less than 1% of the pledged value at December 31, 2025.
Barclays had estimated in April that Musk’s stake would rise to 16.8% once the 2018 options were exercised, before the 2025 award shares are counted.
Vanguard Capital Management is now listed with 210,796,512 shares, or 5.3%, down from the 229,805,491 shares and 6.9% attributed to The Vanguard Group a year ago, while BlackRock, listed with 5.7% in 2025, no longer appears among holders of 5% or more.
xAI and SpaceX
Tesla recognized about $430.1 million of revenue from xAI in 2025, mainly from Megapack sales, and a further $78.1 million through February 2026, the proxy’s related-person section shows.
The company completed its roughly $2.00 billion investment on March 12, receiving Class A shares of SpaceX rather than xAI preferred stock because xAI Holdings became a SpaceX subsidiary on February 2, and Tesla later booked a $1.01 billion gain on that holding in the second quarter.
SpaceX generated about $143.3 million of Tesla revenue in 2025, chiefly vehicle sales, and Tesla paid SpaceX about $11.4 million under commercial and licensing agreements plus $0.4 million for use of a SpaceX aircraft.
Tesla also spent about $3.3 million advertising on X in 2025 and $4.8 million with a security firm owned by Musk, and director Ira Ehrenpreis has sat on SpaceX’s board since last February.
The disclosures land a month after Musk again declined to rule out combining Tesla and SpaceX.
Directors Paid Nothing
Every one of the eight outside directors shows zero in the 2025 director compensation table, and the proxy says all eight have asked Tesla to stop paying their cash retainers unless they notify the company otherwise.
Chief Financial Officer Vaibhav Taneja received $403,000 for 2025, down from $139,472,935 in 2024 when he was granted equity, and Tom Zhu, Senior Vice President for APAC and Global Vehicle Manufacturing, received $376,322.
Tesla counted 135,623 qualifying employees at December 31, 2025, up from 126,507 a year earlier, with about 43% outside the US and about 33% on production lines.
Denholm’s letter to shareholders states that Tesla “began producing Cybercab at Gigafactory Texas” this year, surpassed 10 million vehicles delivered and unveiled the Next Gen Roadster, and the governance section dates the Cybercab launch to September 2026.
