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Tesla (TSLA) CEO Elon Musk secured shareholder approval for a replacement long-term compensation package that could vest him up to 12% of TSLA’s stock -- worth as much as $1 trillion if TSLA reaches the plan’s top valuation hurdle -- and at TSLA’s annual meeting he said the company may have to build a “gigantic” in-house chip fab. The fab starting near 100,000 wafer-starts per month and potentially scaling much larger will be needed to support TSLA’s next-generation AI chips and its Optimus/robotaxi ambitions.

• The vote removes a major governance overhang tied to the voided 2018 package and clears a path for Musk to double-down on TSLA’s AI/robotics strategy even though the milestones required to pay him are extremely ambitious.
• The revised package was proposed against the backdrop of the contested 2018 grant (the earlier $55–56 bln package was voided by a Delaware judge and remains the subject of follow-on litigation), so this replacement was designed in part to resolve a key point of legal and governance uncertainty.
• Musk said TSLA is building its 5th-gen AI chip (AI5) for robotaxi/Optimus and may partner with Intel (INTC). He also claimed the chips will be cheaper and far more power-efficient than Nvidia’s (NVDA).
• Optimus remains a core pillar of the vision, Musk called it potentially “the biggest product of all time,” with a 1 mln-unit pilot line planned in Fremont and future multi-million-unit scale at Giga Austin.
• Internal Optimus use will come first, and external revenue could begin late-decade, with a long-term multi-trillion-dollar TAM if humanoid robots scale broadly.
• A TSLA fab would require multi-billion to tens-of-billions capex, multi-year buildout, and high utilization to be economical.

Briefing.com Analyst Insight:

The pay package approval removes a major leadership and governance overhang and reinforces investor confidence in Musk’s commitment to TSLA’s AI and robotics strategy. While the award only pays out if extraordinary milestones are met, the plan signals investor willingness to underwrite a long-duration pivot toward autonomous systems and humanoid robots. That path, however, carries significant execution and capital risk -- especially if TSLA moves forward with building large-scale chip fabrication capacity. A mega-fab could eventually create cost and performance advantages, but it would likely pressure cash flow and margins for years before contributing meaningfully. Optimus and robotaxi remain potentially transformational, yet revenue at scale is still a late-decade or longer opportunity and highly dependent on technical and regulatory progress. In short, the vote removes uncertainty, but the next phase requires disciplined spending and clear operational proof points, not just vision.