Tesla is heading into a pivotal moment as shareholders prepare to vote on Thursday regarding a proposed $1 trillion compensation package for CEO Elon Musk.

The plan, which ties Musk’s payout to ambitious goals—including raising Tesla’s market cap from $1.4 trillion to $8.5 trillion and deploying one million autonomous “Robotaxi” vehicles—has ignited both fervent support and sharp criticism.

The package would grant Musk 423.7 million new shares if targets are met, potentially worth nearly $1 trillion. Tesla’s board, led by Chair Robyn Denholm and Director Kathleen Wilson-Thompson, has launched a full-scale campaign to rally votes, including promotional videos on Votetesla.com and digital ads praising Musk’s “singular leadership.” Musk amplified endorsements from figures like Michael Dell, Cathie Wood, and his brother Kimbal, who declared, “There is no one remotely close to my brother.”

Yet dissent is mounting. Critics argue the proposal is excessive and distracts from Tesla’s core challenges, including a 5% dip in sales last quarter and reputational damage linked to Musk’s political affiliations. Ross Gerber, CEO of Gerber Kawasaki, criticized the campaign: “A company struggling to sell cars spends on ads for a pay package? They need to refocus on EVs.”

Governance experts have also raised alarms. Columbia Law’s Dorothy Lund called the board’s advocacy “not normal,” while proxy advisers Glass Lewis and ISS recommended shareholders reject the package. Major institutional investors—including Norway’s sovereign wealth fund, CalPERS, and New York Comptroller Thomas DiNapoli—have expressed opposition, citing concerns over oversight and shareholder dilution.

Musk, currently the world’s richest individual with a net worth near $500 billion, downplayed the payout during Tesla’s October earnings call, framing it as a mechanism to maintain control and execute his long-term vision. The proposal echoes a similar 2024 compensation plan that was struck down in Delaware due to board entanglements, now under Supreme Court review.

Retail investors, who make up a significant portion of Tesla’s shareholder base, face the most direct impact, with dilution risks looming large. Meanwhile, protests continue over Musk’s political ties and controversial leadership style, including backlash from his brief role as a Trump-appointed “efficiency czar.”

Despite the turbulence, Musk remains a magnetic figure. “He’s polarizing, but believers back bold ideas,” said Edmunds’ Jessica Caldwell. As Thursday’s AGM approaches, the vote is shaping up as a referendum not just on Musk’s pay—but on Tesla’s future direction.