Analysis-Musk's Tesla package pays him billions even if he misses 'Mars-shot' goals

By Chris Kirkham, Rachael Levy and Abhirup Roy LOS ANGELES (Reuters) -When Tesla directors offered Elon Musk the biggest executive pay package in corporate history in September, it reassured investors that he would have to achieve the equivalent of “Mars-shot milestones” to earn $878 billion in Tesla stock over 10 years.  The board’s proposal said Musk would have to “completely transform Tesla and society as we know it” in robotics and autonomous driving as well as stock value and profits. Conversely, Musk would get “zero” unless he meets those “incredibly ambitious” goals. Yet Musk could reap tens of billions of dollars without meeting most of those targets, according to a Reuters analysis of his performance goals and more than a dozen experts in executive pay, company valuations, robotics and automotive trends including autonomous driving. He could collect more than $50 billion by hitting a handful of the board’s easier goals that won’t necessarily revolutionize Tesla’s products or business, the Reuters review found. Even hitting just two of the easiest targets, along with modest stock growth, would net Musk $26 billion, more than the lifetime pay of the next eight best-paid CEOs combined, a group that includes Meta Platforms' Mark Zuckerberg, Oracle co-founder Larry Ellison, Apple's Tim Cook, and Nvidia's Jensen Huang, according to an analysis for Reuters by research firm Equilar.  Musk’s vehicle sales goals are exceptionally easy to achieve, according to four automotive experts. If Musk sells 1.2 million cars a year over the next decade, on average, he earns $8.2 billion in stock if Tesla’s market value grows from $1.4 trillion today to $2 trillion in 2035, well under long-term market-average growth. That’s a half-million fewer cars per year than Tesla sold in 2024. On Tuesday, Tesla unveiled lower-cost versions of its best-selling Model Y SUV and Model 3 sedan to reverse falling sales. Three other product-development goals are written in vague language that could provide Musk hefty payouts without significantly boosting profit, according to six robotics or autonomous-driving industry experts who reviewed Musk’s goals for Reuters. Tesla and Musk did not respond to requests for comment. In a statement, a spokesperson for the Tesla board said: "The proposed pay package is actually worth zero to our CEO unless and until the shareholders see the value of the company nearly double and an operational milestone is met." The board’s pay proposal requires Musk to remain a Tesla executive for at least seven-and-a-half years to collect any stock compensation. Musk, however, would get the voting rights associated with the share awards as soon as he earns them. Musk said last month on his social media platform X that the package is “not about ‘compensation,’ but about me having enough influence over Tesla to ensure safety if we build millions of robots.” In its proposal, the board said Musk is “motivated by more than just conventional forms of compensation.” SELF DRIVING CARS, ROBOTAXIS AND ROBOTICS Each goal grants Musk 1% of Tesla stock if he also reaches valuation milestones between $2 trillion and $8.5 trillion. One goal requires 10 million subscriptions to Tesla’s “Full Self-Driving” software, which can’t currently drive itself without human intervention. The goal contains no requirement that Tesla make the system fully autonomous, instead requiring only an “advanced driving system.” That’s a “made-up term” with no industry-standard definition, said William Widen, a University of Miami law professor specializing in autonomous driving. Autonomous-driving experts say the subscription target might be easily met by dropping the price, currently $8,000 upfront or $99 a month. Tesla’s leading electric-vehicle rival, China’s BYD, already offers a similar system for free. “If I were Musk’s personal employment lawyer, I would like these definitions,” said Matthew Wansley, a professor at New York’s Cardozo School of Law who focuses on autonomous driving. Another goal requires one million robotaxis in commercial operation and specifies cars “without a human driver in the vehicle.” That’s a potentially more restrictive definition but four autonomous-vehicle experts said it could be interpreted to allow for humans controlling vehicles remotely or from the passenger seat – as Tesla does now in its first small-scale robotaxi test in Austin, Texas.  Musk’s employment deal also sets a target of one million robots, an apparent reference to the Optimus humanoid robots Musk has long promised. But the goal doesn’t specify "humanoid" and could be interpreted broadly, two robotics-industry experts said. It defines "bot" as "any robot or other physical product with mobility using artificial intelligence."  “It’s a totally vague formulation,” said Christian Rokseth, an analyst with market research firm Humanoid.guide specializing in robotics and artificial intelligence. Investors, he said, are expecting a humanoid robot.  MODEST TARGETS WORTH BILLIONS Hitting any two product goals in a decade, along with a $2.5 trillion valuation, pays Musk $26.4 billion in stock. Hitting three targets and a $3 trillion valuation pays him $54.6 billion. That means Musk could earn these amounts without delivering driverless Teslas, the signature product he’s promised for a decade. Gene Munster, managing partner at Tesla investor Deepwater Asset Management, said that despite the loose language in his performance agreement, investors would ultimately hold him accountable for delivering transformational products. “If people start smelling there’s something goofy here, he's in trouble,” Munster said. In its pay proposal, Tesla’s board declared Musk the only person capable of transforming Tesla into an artificial-intelligence juggernaut. The board added that Musk, during negotiations, raised the prospect of “prioritizing other ventures” if he and the board couldn’t agree on compensation. Corporate governance experts said the board is taking a huge risk by so explicitly staking its future on one leader. Wei Jiang, vice dean at Emory University’s business school, said Tesla’s board has granted Musk a “monopoly” on Tesla’s top job. Good corporate governance, she said, requires embracing a “competitive and fluid market for CEOs.” THE HARD PART: PROFITS Musk’s hardest performance targets are likely those involving profit, a measure with no room for interpretation. The directors set eight profit goals between $50 billion and $400 billion in earnings before interest, tax, depreciation and amortization, compared to Tesla’s 2024 earnings of $16.6 billion. Tesla’s EV business, which accounts for almost all its revenue, is deteriorating with aging models facing fierce competition. Its only newer model, the Cybertruck, has flopped. The way Musk’s compensation is structured, however, allows for massive payouts without hitting any profit target. Every goal combined with a market-value increase offers the same 1% stock payout. So Musk gets the same pay for meeting the relatively easy vehicle sales and FSD-subscription goals, for instance, as he would for boosting earnings five-fold to $80 billion.  The board’s valuation goals may prove far easier than its profit targets. Tesla’s value could hit $2 trillion, for instance, if shares grow a modest 6.4% annually over the decade following the board’s Sept. 3 pay-package approval. That’s slower growth than the S&P 500’s 8.5% annual average over the past 30 years and less than half the Nasdaq’s 13.2% average. Seth Goldstein, a Morningstar analyst who tracks Tesla, said its valuation could easily hit $3 trillion or more over a decade with market-average performance. He pointed out, however, that Tesla’s value is already largely based on “future products that don’t exist today.” For Musk to claim the biggest payouts o…

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