SpaceX-Tesla merger would hand Musk 56% voting power, skipping pay goals

SpaceX's compensation plan hands Musk voting power upfront, before he earns the stock itself. That structure already got him to 85% control of SpaceX without clearing any goals, including the million-person Mars colony. Tesla runs the opposite playbook: the $1 trillion package shareholders approved last year pays out only as he hits market-cap and operational milestones over time.

Musk has not reached any of those Tesla targets yet. Even if he cleared every one, including nearly octupling the company's market cap, board documents from last year show he would hold only about 29% of the voting power. On an October 2025 Tesla earnings call he framed the whole thing as a control question: would building an enormous robot army leave him exposed to being ousted later?

A merger skips the queue. Barclays analysts estimate that if SpaceX acquired Tesla at current sizes, Musk would own roughly 37% of the new conglomerate but control about 56% of the votes, because many of his SpaceX shares carry 10 times the voting rights of ordinary stock. Tesla has no such share class.

Tesla's plan spells out what a deal triggers. In a change-of-control event like a SpaceX acquisition, Musk could collect stock for market-cap goals without the operational requirements, such as having a million robotaxis on the road. Tesla's market cap sits near $1.6 trillion and must reach $2 trillion in connection with the merger before he gets anything, worth $20 billion in shares at that valuation though less in practice, since the plan counts only growth after September 2025. Bigger payouts come at $2.5 trillion or $3 trillion, though the six compensation experts called that premium unlikely.

SpaceX's side pairs market-cap targets with Mars and space data centers. Musk said on X that delivering 100 terawatts of compute a year would be 200 times Earth's current electricity output and require building satellites on the moon to fire into deep space. Research firm Equilar values the plan's shares at $719 billion at the top market-cap target, based on current shares outstanding. Even tripling SpaceX's value and landing 500,000 people on Mars would not unlock them, but four experts said the board could likely amend the plan however it wants, as SpaceX did after absorbing Musk's xAI pay plan this year.

Reaction from the governance world is blunt. Charles Elson, founding director of the University of Delaware's Weinberg Center for Corporate Governance, called the goals irrelevant and the package a distraction from the real story, which he said is complete control. Wharton's Matthew Bloomfield labeled the SpaceX plan, drafted close to this summer's IPO, just a marketing document. USC's Kevin Murphy expects the boards to keep the plans and simply raise targets for a larger company, calling Musk an all-or-nothing kind of guy. Musk, Tesla and SpaceX did not respond to requests for comment.