| Zohran Mamdani wins the New York City mayoral race Trump’s military options for Venezuela A 10-minute focus challenge |
 |
| Eric Lee/The New York Times |
Does Elon Musk deserve a $1 trillion payday?
| By Jack EwingI cover the auto industry, with an emphasis on electric vehicles. | |
Tomorrow, Tesla’s shareholders will make a very big decision: Should the company give Elon Musk, its chief executive, nearly $1 trillion in stock?
Musk and his critics have been waging heated campaigns before the company’s annual meeting in Texas, when it will announce the results of a vote on his compensation package. The fight has distinct echoes of the hostility that characterizes American politics, especially in light of Musk’s on-again, off-again alliance with President Trump.
Even Pope Leo XIV has weighed in, citing Musk’s pay as an example of the gap between rich and poor.
Beyond the jaw-dropping payday, the fight is about control: If the proposal is approved, Musk’s voting stake in Tesla would be around 25 percent. While that is well short of a majority, it would be very difficult to pass measures he opposed.
Tesla is trying to pivot its business to humanoid robots, and Musk told investors and analysts in October that he needed control over Tesla and the “robot army” it hopes to build.
“Control of Tesla could affect the future of civilization,” Musk said on X.
Tesla’s board sees the plan as a way to motivate Musk as he transforms the company from primarily selling electric cars to making robots and self-driving taxis.
But there are big questions about whether the company’s board of directors — which includes Musk’s brother and several longstanding friends and business associates — could award him shares regardless of his performance.
The directors say they’re up for the job of independently assessing Musk’s performance. Tesla’s board is “very active, very independent, and I think the outside world doesn’t appreciate it,” Robyn Denholm, the board’s chair, told me during an interview at Tesla’s California offices in September.
Incentives and loopholes
For Musk to collect the whole package, which is broken into 12 parts, Tesla would have to achieve milestones like selling 10 million subscriptions to self-driving software and increasing earnings before depreciation and other items to $400 billion, from $17 billon last year.
“He doesn’t get any compensation if he doesn’t deliver,” Denholm, the board chair, said.
She said Musk required enormous compensation because he was driven to do things “that no one else has done before, doing things that further humankind.”
But the board could give him some of the shares if it determined that he had missed a product target because of natural disasters, war, interference by government regulators or other, unspecified circumstances.
It would be possible “for Mr. Musk to earn at least the first three tranches of the award without meeting a single operational milestone,” according to a report by Glass Lewis, a firm that advises investors on shareholder votes. Each tranche includes stock worth tens of billions of dollars.
Glass Lewis and ISS Stoxx, another advisory firm, recently recommended that investors reject the pay package. During a conference call last month, Musk accused the firms of “corporate terrorism.”
Major shareholders including pension managers in states governed by Democrats, like California and New York, have opposed the pay plan; those in Republican-led states, like Florida, have supported it.
The mythology of Elon
The intensity of the campaign reflects the board’s eagerness to win the vote by a wide margin to mute criticism, said Ann Lipton, a professor of corporate governance at the University of Colorado Law School.
Many analysts expect the plan to pass because Musk is allowed to vote his own shares, which make up about 15 percent of the total. But if the new pay package secures fewer than half of shares owned by outside investors, it could hurt Tesla’s reputation.
“The mythology of Elon Musk kind of depends on the perception that he has the continuing devotion of Tesla shareholders,” Lipton said.
Denholm warned shareholders in a letter last week that if they rejected the pay plan, Musk might quit Tesla altogether: “We run the risk that he gives up his executive position, and Tesla may lose his time, talent and vision.”
To Musk’s supporters, threatening to walk is a normal way to negotiate. But Randall Peterson, a professor at the London Business School who studies corporate boards, said the dependence on a single executive should be a red flag.
“The graveyards are filled with indispensable men,” Peterson said.
| MORE TOP NEWS |
 |
| Voting in Virginia, yesterday. Kirsten Luce for The New York Times |
The first big U.S. elections of the new Trump era
Zohran Mamdani, a democratic socialist whose campaign was built on progressive ideas and a relentless focus on affordability, will become New York City’s youngest mayor in more than a century, and also the first Muslim. He handily beat Andrew Cuomo, the former New York governor, whom Trump had endorsed in the campaign’s final days.
Two Democratic women won contests for governor in New Jersey and Virginia that revolved to varying degrees around how to respond to Trump. California voters agreed to aggressively redraw the state’s congressional district lines to wipe out as many as five Republican seats. Ahead of the 2026 midterm elections that will decide control of Congress, Republicans and Democrats will look to yesterday’s results to shape their campaigns.
Follow our live updates on the elections here.
Trumps weighs options for attacks on Venezuela
The Trump administration has developed a range of options for military action in Venezuela, including attacks on military units that protect President Nicolás Maduro and moves to seize control of the country’s oil fields, according to U.S. officials.
Trump has yet to make a decision about how or even whether to proceed. But many of his senior advisers are pressing for one of the most aggressive options: ousting Maduro from power.
Watch my conversation in the video above with my colleague Anatoly Kurmanaev about what’s driving the U.S. campaign.
| OTHER NEWS |
| The U.S. Supreme Court today will consider the legality of Trump’s use of emergency powers to impose tariffs on nearly every U.S. trading partner.Dick Cheney, widely seen as the most powerful vice president in American history, died at 84. He helped engineer the Persian Gulf War in 1991 and took a leading role in responding to the Sept. 11 attacks.The U.S. is seeking a U.N. mandate for an international stabilization force to be deployed in Gaza for at least two years.Ukraine plans to introduce fixed-term military contracts to attract new recruits.The murder of Mexico’s most vocal anti-crime mayor shows that, despite President Claudia Sheinbaum’s crackdown on drug cartels, the battle is just beginning.Tom Brady, the former star quarterback, revealed this week that he had cloned his dog. |
| SPORTS |
Football: Two world-class strikers are on track to break records this season.
Tennis: Aryna Sabalenka and Nick Kyrgios will play a “Battle of the Sexes” match.
Rugby: The All Blacks’ jerseys tell the story of New Zealand.
| CHALLENGE OF THE DAY |
10 minutes with “A Vase of Flowers”
— Spend uninterrupted time looking at this 300-year-old painting by the Dutch artist Margareta Haverman to discover what you see and think along the way.
| MORNING READ |
 |
| Sergey Ponomarev for The New York Times |
A melting glacier in the Swiss Alps collapsed in May, sending a cascade of boulders, ice and water into the village of Blatten.
In much of the world, the authorities are questioning whether it makes sense to rebuild communities in areas vulnerable to climate disasters. That’s rare in Switzerland. Within days, plans were being drafted for a new village, despite the unstable glacier nearby. Alpine life, people told my colleague Jim Tankersley, is a defining part of the Swiss identity. Read more.
| AROUND THE WORLD |
 |
| JoVon Photography |
What they’re dancing to … at weddings
In search of a “wow factor,” couples are adding live saxophone soloists to their wedding festivities — even if the instrument can have a divisive effect.
“The D.J. plays the songs the guests love, and the saxophone gives you the feeling you’re listening to a live performance,” said one prominent event planner. “It’s a major plus.”
The British wedding website Hitched reported that searches for “saxophone wedding” had increased 143 percent in 2024. And the instrument is having a bit of a moment in general: Global sales are surging, with a boom in China credited to increased interest among retirees. Read more.
| RECOMMENDATIONS |
Read: In “The Finest Hotel in Kabul,” the journalist Lyse Doucet gives a history of Afghanistan through the story of one building.
Travel: Spend 36 hours in Chiang Mai, Thailand — a welcome switch from the hectic crush of Bangkok.
Bare: Is it scandalous to wear a see-through dress to a cocktail party? Our fashion critic has thoughts.
Ask: Should you go to ChatGPT for medical advice? Experts weigh in.
| RECIPE |
 |
| Julia Gartland for The New York Times |
These vegan al pastor tacos with tempeh use the smoky, savory and sweet flavors of Mexican street food.
