Shareholders must vote to pay Tesla CEO Elon Musk almost $1 trillion, or he might not stay, Board Chair Robyn Denholm warned in a letter Monday.
“Without Elon, Tesla could lose significant value, as our company may no longer be valued for what we aim to become,” Denholm wrote ahead of Tesla’s annual meeting on Nov. 6.
The shareholder vote for Musk’s pay and other proposals closes at 11:59 p.m. ET on Nov. 5.
Musk is key to the future of the EV maker as it moves beyond being “just another car company,” with a bigger focus on Full Self Driving and Optimus, Denholm argued.
Several groups have publicly opposed the pay package in recent days, with Institutional Shareholder Services, the biggest proxy advisory firm in the world, recommending against its “astronomical” value.
Last week, a group of unions and corporate watchdogs launched the Take Back Tesla website to oppose the pay package, noting Musk’s embracing of right-wing political movements and amplifying of conspiracy theories that have damaged the brand.
Musk lashed out at proxy firms as “corporate terrorists” on a post-earnings call with analysts last week.
Denholm told CNBC’s “Squawk Box” on Monday that the company is at an “important inflection point” with artificial intelligence at the forefront.
“The opportunity for Tesla in the future, given this AI focus and attention and the unique capabilities that we have as an organization, and that Elon brings to us, really does mean that the opportunity for the company ahead of us is significant,” she said.
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Tesla reported third-quarter financials last week, missing earnings expectations but posting a 12% increase in revenue after two straight periods of declines.
The proposed plan for Musk, which was outlined by the board in September, consists of 12 tranches of shares granted to Musk if Tesla hits certain milestones.
The first tranche milestone is a market capitalization of $2 trillion. The company is currently worth about $1.5 trillion.
The next nine tranches are awarded as the market cap increases by increments of $500 billion, up to $6.5 trillion. The last two tranches bump the increment to $1 trillion, putting a $8.5 trillion market capitalization as the last tranche.
Product goals tied to the pay package:
20 Million Tesla Vehicles Delivered
10 Million Active FSD Subscriptions
1 Million Bots Delivered
1 Million Robotaxis in Commercial Operation
There are also a series of adjusted EBITDA milestones, beginning at $50 billion and moving up to $400 billion.
The package would give Musk increased voting power over the company, which he has publicly demanded for the past year and mentioned again on Tesla’s earnings call last week in reference to the growth of Optimus robots.
“If we build this robot army, do I have at least a strong influence over that robot army?” Musk said to analysts. “I don’t feel comfortable building that robot army if I don’t have at least a strong influence.”
The full award would give Musk, who already holds about 13% of the EV maker, more than 423 million additional shares and take his stake to about 25%.
“He’s been very consistent in that view, in terms of having enough influence over the vote of Tesla in the future so that bad things can’t happen with the AI,” Denholm told CNBC. “So it’s less about compensation and more about the voting influence.”
Denholm, who noted that retail traders make up about 30% of Tesla’s shareholder base, said last year was a record turnout for the vote.
She also asked that shareholders vote to re-elect Ira Ehrenpreis, Joe Gebbia and Kathleen Wilson-Thompson to the board.
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Tesla year-to-date stock chart.
5 quotes from Denholm’s “Squawk Box” interview:
On Musk’s pay package and shareholder value:
“What we have done in the plan is we’ve bifurcated the voting rights versus the economic value. He doesn’t get those economic value till at least year seven and a half, even if he delivers them in the first five years. And so that’s one of the features of this plan. … Firstly, shareholders get their return much earlier than Elon would if he delivers against the plan. And secondly, it really does make sure that the economic value is an incentive for him to stay at the company and continue to deliver for quite some time in the future.”
On the upcoming Roadster:
“It’s on the roadmap.”
On autonomous driving and AI in vehicles:
“Leaning into FSD and actually AI in the vehicles has actually been the focus over this last period of time. The integration of that with a really purpose built vehicle for autonomy is actually really important, which is why you see the cyber cabs and, again, the vehicles that we have on the road today. Great vehicles using full self driving as well.”
On vote for Tesla to take a minority stake in xAI:
“It is a shareholder proposal, and what that means is that the company didn’t put the proposal on the proxy. It was actually submitted by shareholders. We received a number of them, and actually this was the most common proposal around x ai to take a minority stake, or at least vote on that.”
On Optimus robots:
“So I’ve been in the lab with Optimus. He can fold laundry. He can wipe the table down really well, where he can hand things to you, you can actually shake hands with him. The tactile nature of his hand is actually really very good. … He’s very mobile and very dexterous. He’s walking around the offices in Palo Alto all the time.”
Microsoft pushed back on a report Wednesday that the company lowered growth targets for artificial intelligence software sales after many of its salespeople missed those goals in the last fiscal year.
The company’s stock sank more than 2% on The Information report.
A Microsoft spokesperson said the company has not lowered sales quotas or targets for its salespeople.
The sales lag occurred for Microsoft’s Foundry product, an Azure enterprise platform where companies can build and manage AI agents, according to The Information, which cited two salespeople in Azure’s cloud unit.
AI agents can carry out a series of actions for a user or organization autonomously.
Less than a fifth of salespeople in one U.S. Azure unit met the Foundry sales growth target of 50%, according to The Information.
In another unit, the quota was set to double Foundry sales, The Information reported. The quota was dropped to 50% after most salespeople didn’t meet it.
In a statement, the company said the news outlet inaccurately combined the concepts of growth and quotas.
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“Aggregate sales quotas for AI products have not been lowered, as we informed them prior to publication,” a Microsoft Spokesperson said.
The AI boom has presented opportunities for businesses to add efficiencies and streamline tasks, with the companies that build these agents touting the power of the tools to take on work and allow workers to do more.
OpenAI, Google, Anthropic, Salesforce, Amazon and others all have their own tools to create and manage these AI assistants.
But the adoption of these tools by traditional businesses hasn’t seen the same surge as other parts of the AI ecosystem.
The Information noted AI adoption struggles at private equity firm Carlyle last year, in which the tools wouldn’t reliably connect data from other places. The company later reduced how much it spent on the tools.
Waymo partners with Uber to bring robotaxi service to Atlanta and Austin.
Uber Technologies Inc.
Waymo on Wednesday said humans will begin test driving the Alphabet-owned company’s robotaxi vehicles in Baltimore, Pittsburgh and St. Louis.
The three cities represent the latest additions to Waymo’s quickly growing list of cities where the Google sister company is either operating its robotaxis, planning to launch service or starting to test its vehicles. That list now stands at 26 markets.
Waymo will begin manual drives in the trio of new cities this week with hopes to eventually begin serving fully-autonomous rides there, spokesperson Ethan Teicher told CNBC.
Over the past month, Waymo has been aggressively making announcements for new markets and developments at the Google sister company. This comes as tech rivals Amazon and Tesla made advancements in the robotaxi market in 2025. Amazon’s Zoox began offering free rides in Las Vegas and San Francisco, and Tesla this year launched ride-hailing service with human supervisors in the Austin and San Francisco markets.
In November, Waymo announced that it will soon begin manually driving in Minneapolis, Tampa and New Orleans. The company also added Houston, San Antonio and Orlando to its list of cities where it’ll launch service in 2026. Waymo also began offering rides on freeways in the San Francisco, Los Angeles and Phoenix markets, and it named a new finance chief.
With more than 250,000 weekly paid trips, Waymo’s robotaxi service currently operates in Austin, the San Francisco Bay Area, Phoenix, Atlanta and Los Angeles markets. The company in May said it had provided more than 10 million paid rides since launching in 2020.
The new cities further signal that Waymo is increasingly confident its service can work well in locations with colder weather conditions.
Security technology startup Verkada has reached a $5.8 billion valuation after a new funding round led by CapitalG, Alphabet’s venture capital arm, announced Wednesday.
“I think Google saw the opportunity with us in the application of AI and everything we’re driving to apply AI to the physical security industry,” CEO Filip Kaliszan told CNBC’s Deirdre Bosa.
The company said in a release that the investment will be used to bolster its artificial intelligence capabilities and provide liquidity.
The financing totaled $100 million, a person familiar with the terms of the round told CNBC, raising the company’s valuation by $1.3 billion from its Series E funding in February. The person asked not to be named in order to discuss details of the funding.
CapitalG also recently contributed to a $435 million fundraise for cybersecurity startup Armis in November.
The new funding comes as Verkada surpasses $1 billion in annualized bookings across 30,000 customers globally.
The company develops physical security products, including cameras, alarms and sensors, that are connected under a single cloud-based software platform.
Kaliszan said his company serves a broad span of businesses, such as retailers, government properties, schools, and transportation.
For example, TeraWatt Infrastructure, which supplies charging sites to electric vehicles like Google’s Waymo, uses Verkada technology to protect EV facilities.
In September, the company rolled out over 60 new AI features and platform updates, including tools like “AI-Powered Unified Timeline.”
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The tool can automatically synthesize videos and images from several cameras into a single visual timeline, rather than requiring security teams to dig through multiple videos during an investigation.
“The genius of Filip and the team of Verkada is that they’re leveraging AI as a Rosetta Stone to really help unlock insights from cameras to help companies become safer and more efficient,” CapitalG general partner Derek Zanutto told Bosa.
By capturing over 20 million images per hour, Verkada can provide notable data like foot traffic, occupancy rates, security violations and other trends, Zanutto said.
He added that the physical security is a sleeping $60 billion market that is led by legacy hardware like “cameras that just record, not cameras that think” — a gap that Verkada is hoping to fill.
However, AI-powered technology will not necessarily replace human security guards any time soon.
“I think humans will be providing security to other humans for as long as I can think,” Kaliszan said. “But AI can empower these first responders to be more aware, to have situational knowledge, to know what to do, and in some cases, actually prevent the problems from happening.”
He pointed to the Louvre heist in October, where multiple crown jewels were robbed from the museum, as an opportunity where AI-assisted devices that could actively monitor, then immediately alert security forces, would be more effective than only physical personnel.
“If you could intervene right then, if you could know in real time that that’s happening, the potential for savings and preventing damage is tremendous,” he said.