Tesla reports Elon Musk’s 2025 compensation as $158,359,009,867 in the proxy statement it filed Monday, all of it in stock awards and none of it in salary, bonus or cash. The same filing’s realized-pay table puts what Musk collected for the year at $0, against the $62,786 Tesla’s median employee earned, for a ratio of 0.00 to 1.

Of the $158.4 billion, $26.06 billion is the interim award of 96 million shares that Musk forfeited on April 21. The other $132.3 billion is the most the 2025 CEO Performance Award could ever be worth on the day it was granted, and none of its 12 tranches has been earned. The only operational milestone Tesla’s management calls probable is 20 million vehicles delivered, and the first tranche also needs a $2 trillion market capitalization. At Monday’s close, Tesla is worth about $1.45 trillion.

Tesla Gives Musk Until 2035 to Reach the First $2 Trillion Tranche

The 2025 CEO Performance Award covers 423,743,904 shares of restricted stock in 12 equal tranches of 35,311,992 shares. A tranche is earned only when Tesla hits a market capitalization milestone, from $2 trillion for the first to $8.5 trillion for the twelfth, and one of 12 operational milestones.

The operational list runs from 20 million vehicles delivered, 10 million active FSD subscriptions, 1 million bots delivered and 1 million robotaxis in commercial operation to adjusted EBITDA targets that start at $50 billion and end at $400 billion, a figure the last three milestones require in three separate four-quarter periods. Unearned shares are forfeited on the tenth anniversary of the September 3, 2025 grant, so the clock runs to September 2035, according to the proxy Tesla filed with the SEC on Monday.

The $132,298,849,867 is the grant-date fair value with every condition met. Even then the shares are not free. Each vested share is offset by $334.09, taken in shares unless Musk chooses to pay cash, and he must hold earned shares for five years. As of June 30, Tesla’s management judged one operational milestone probable over the award’s term, 20 million vehicles delivered, and the company booked $267 million of expense for the award in the second quarter with $9.82 billion still to recognize over 9.2 years, according to its second-quarter 10-Q. The other 11 milestones carry $105.82 billion to $120.37 billion of expense that Tesla is not recognizing because it does not consider them probable. Expense starts whenever an operational milestone turns probable, whatever the progress toward the market cap milestone that pays the same tranche.

In July, in “Tesla’s Pay To Musk Now Exceeds Everything It Ever Earned”, I wrote that this proxy would show whether any tranche had progressed. It shows none. Tesla’s 3,952,730,153 shares outstanding on the October 13 record date, at Monday’s $368.06 close, value the company at $1.45 trillion, $545 billion short of the first milestone, which Tesla measures on six-month and 30-day trailing averages rather than a single close.

Tesla Forfeited the $26 Billion Interim Award After Delaware Ruled

Tesla’s board approved the 2025 CEO Interim Award on August 3, 2025. It gave Musk 96,000,000 restricted shares at a $23.34 purchase price, vesting in August 2027 if he stayed on. The award carried a clause cancelling it if the courts ever let him exercise his 2018 package in full.

The Delaware Supreme Court reinstated the 2018 CEO Performance Award on December 19, 2025, reversing the Court of Chancery decision that had rescinded it. Chancery entered its final order on March 18, 2026, and on April 21 Tesla’s disinterested directors, with Elon and Kimbal Musk recused, declared the interim award forfeited. Tesla still has to carry its $26,060,160,000 grant-date value in the 2025 table because the grant happened that year. Had it vested at the December 31 close of $449.72, the proxy says, it would have been worth $40.93 billion after the $2.24 billion purchase price.

Musk exercised all 303,960,630 options in the 2018 award on June 16 and net-settled the exercise price, so Tesla withheld 17,531,857 shares. The remaining 286,428,773 restricted shares vest on January 19, 2028, if he is still CEO or running product or operations. With the 413,152,109 shares in his trust, Musk controls close to 700 million voting shares, and 207,498,721 of them are pledged as collateral for personal loans. The 423.7 million unearned award shares are voted by Tesla’s corporate secretary in proportion to everyone else’s votes until each tranche is earned.

The December 3 Pay Vote Is Advisory, and Last Year’s Passed With 78%

Shareholders vote on 2025 executive pay at the December 3 annual meeting, but the say-on-pay item is advisory and the award itself passed on November 6, 2025. Last year’s vote drew about 78.2% support, which the Compensation Committee cites as the reason it kept its approach.

The 423,743,904 award shares equal 10.7% of the shares outstanding on the record date. The SEC-mandated pay ratio Tesla reports, 2,522,203 to 1, sits a few pages from the realized ratio of 0.00 to 1 in the same filing.

Tesla reports third-quarter results Wednesday. In the second quarter, operating expenses rose 47% to $4.35 billion and operating margin fell to 1.4%. The 10-Q attributes $283 million of the $616 million rise in selling, general and administrative expense to stock compensation tied mainly to the award.

EVXL’s Take

Tesla’s $0 line is a number the company chose to publish, and it sits in the filing to blunt the $158 billion above it. Neither figure tells a shareholder what the award costs. The cost is the 10.7% of the company shareholders handed over on November 6, 2025, and the December vote can’t touch it.

Tesla’s management has already decided that 20 million deliveries is probable, and it is expensing $267 million a quarter against that belief. It took Tesla 18 years to deliver its first 10 million cars. At the second quarter’s 480,126-delivery pace, the next 10 million takes about five years, so I don’t think the belief is wild. It is a bet on the car business, though, at a company whose operating margin was 1.4% last quarter. The market cap test is the one nobody at Tesla has to opine on, and it is the one that pays: $2 trillion on a trailing average, from a company worth $1.45 trillion today.

Watch Wednesday’s call for a question on the deliveries milestone. Tesla has put its own expense behind it, and the other $106 billion to $120 billion of this award is sitting in a column marked not probable.

Sources: Tesla 2026 proxy statement (SEC), Tesla Q2 2026 Form 10-Q (SEC), Stock Analysis, 24/7 Wall St.

EVXL uses automated tools to support research and source retrieval. All reporting and editorial perspectives are by Haye Kesteloo.