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Tesla Inc. proposed a new compensation agreement for Chief Executive Officer Elon Musk potentially worth around $1 trillion, a massive package without precedent in corporate America. The long-awaited proposal, designed to incentivize Musk to lead Tesla for years to come, sets a series of ambitious benchmarks he must meet to earn the full payout, including expanding Tesla’s nascent robotaxi business and growing the company’s market value to at least $8.5 trillion from about $1.1 trillion today. The plan spans 10 years. The additional shares Musk could receive would push his holdings in the electric-vehicle maker to at least 25%, according to the terms detailed in Tesla’s proxy filing Friday. Musk has publicly stated he wants a stake of that size. The plan dangles a financial windfall and expanded control of the company to Musk, already the world’s richest person, after his 2018 package valued in excess of $50 billion was struck down by a Delaware court. While Tesla appeals that decision, the board is seeking other ways to compensate its CEO, including with an interim stock award in early August valued at about $30 billion. The incentives in the new plan aim to keep Musk’s focus on Tesla while it pursues growth in newer markets including robotics and artificial intelligence. Friday’s filing also included a non-binding shareholder proposal for Tesla to take a stake in Musk’s xAI startup, an idea Musk has previously discussed. The proposals, including the compensation agreement, will be voted on by investors at the annual meeting set for Nov. 6. The new package underscores Musk’s iron grip on the automaker, despite the myriad demands on his time. Musk, who has served as Tesla’s top executive since 2008, oversees four other companies: SpaceX, xAI, Neuralink and the Boring Co. He told Bloomberg in an interview in May that he’s committed to still being at the helm of Tesla in five years. Tesla shares rose 3% as of 11:28 a.m. Friday in New York. Despite the stock having fallen 16% this year through Thursday, Tesla’s multiple of projected 2025 earnings recently cracked 200 times for the first time. A market capitalization of $8.5 trillion would be more than double that of Nvidia Corp., currently the world’s most valuable company. Tesla’s value peaked in late 2024 at about $1.5 trillion. For more, Steve Man, Global Autos and Industrials Analyst for Bloomberg Intelligence, speaks with Paul Sweeney and Scarlet Fu. The value of the latest CEO award, at $87.8 billion in the filing, would swell to about $1 trillion if Musk hits all the performance targets and gets to collect all the restricted shares. The massive package suggests Musk could be afforded more opportunities to borrow against the value of his shares, which he has done before. The proxy also outlines that Musk must participate in the board’s development of a framework for long-term CEO succession in order to earn either of the last two tranches of the performance award. “Simply put, retaining and incentivizing Elon is fundamental to Tesla achieving these goals and becoming the most valuable company in history,” Tesla said in a shareholder letter signed by Chair Robyn Denholm and director Kathleen Wilson-Thompson, who served on a special board committee assessing CEO compensation. If Tesla meets the milestones the new award would, by itself, make Musk close to a trillionaire. But combined with his existing shares and options from his 2018 package, Musk’s total stake in Tesla would be worth more than $2 trillion in the event he receives the full award. “It shows that the life blood of Tesla solely relies on one man, and the company knows that,” David Wagner, head of equity and portfolio manager at Aptus Capital Advisors, said in an interview. “They want to make sure that he stays around for quite some time.” Musk, 54, has previously urged the board to arrange a new compensation package for him, suggesting he would pursue artificial intelligence and robotics products elsewhere if he didn’t have roughly 25% voting control at Tesla. -------- Watch Bloomberg Radio LIVE on YouTube Weekdays 7am-6pm ET WATCH HERE: http://bit.ly/3vTiACF Follow us on X: / bloombergradio Subscribe to our Podcasts: Bloomberg Daybreak: http://bit.ly/3DWYoAN Bloomberg Surveillance: http://bit.ly/3OPtReI Bloomberg Intelligence: http://bit.ly/3YrBfOi Balance of Power: http://bit.ly/3OO8eLC Bloomberg Businessweek: http://bit.ly/3IPl60i Listen on Apple CarPlay and Android Auto with the Bloomberg Business app: Apple CarPlay: https://apple.co/486mghI Android Auto: https://bit.ly/49benZy Visit our YouTube channels: Bloomberg Podcasts: / bloombergpodcasts Bloomberg Television: / @markets Bloomberg Originals: / bloomberg Quicktake: / @bloombergquicktake