Elon Musk could step down as Tesla’s CEO if shareholders fail to approve his proposed $1 trillion pay package, Chair Robyn Denholm cautioned in a letter to investors on Monday.

The warning comes ahead of Tesla’s annual meeting on November 6, as the board faces mounting criticism from governance experts and advocacy groups questioning its independence and oversight of Musk’s role at the company.

Denholm described the performance-based plan as crucial to retaining and motivating Musk to continue leading Tesla for at least another seven-and-a-half years. She emphasized that his leadership remains “critical” to Tesla’s success and warned that without a proper incentive structure, the company risked losing his “time, talent, and vision.”

The proposed package would give Musk 12 tranches of st

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