Elon Musk could secure a majority of votes in the merged Tesla and SpaceX company, even without meeting the ambitious targets set out in his remuneration packages. These include establishing a colony of one million people on Mars, launching one million robotaxis and mass-producing humanoid robots. As Reuters has discovered, a potential merger of the two companies could give the entrepreneur control over the business without the need to achieve these targets. However, such a deal does not provide for an automatic payout of $1 trillion.
- Tesla and SpaceX have set up special committees to discuss a possible merger between the two companies.
- According to Barclays’ estimates, Musk could secure 56% votes in the merged company.
- SpaceX’s compensation scheme already grants Musk voting rights without him having to meet any targets.
- The merger will not result in Tesla automatically receiving a payment of $1 trillion.
Tesla and SpaceX have begun discussions about a possible merger
20 October Musk during a conference call to discuss the quarterly results SpaceX confirmed that the boards of directors of both companies had set up special committees to consider a potential merger.
According to him, a merger would make sense given the increasingly close collaboration between Tesla and SpaceX in the fields of artificial intelligence, robotics and computing infrastructure.
However, no final decision has yet been reached. Independent committees are to assess the financial terms, the interests of shareholders and the potential implications of the deal.
Musk is not directly involved in the inter-committee negotiations due to a conflict of interest, as he controls SpaceX and is Tesla’s largest individual shareholder.
On 22 October, SpaceX stated in a regulatory filing that any potential merger would require the approval of a special committee, the board of directors and Musk himself as the controlling shareholder.
The merger could give Musk 56% votes in the combined company
Analysts at Barclays have modelled a scenario in which SpaceX takes over Tesla through a share swap.
According to their estimates, based on the current value of both companies, Elon Musk will hold approximately 37% of the new holding company’s share capital, but will control around 56% of the voting rights.
The difference is due to the unique structure of SpaceX’s shares.
Some of the space company’s shares are Class B shares, which carry ten votes per share. Ordinary Class A shares carry only one vote.
Thanks to this structure, Musk already controls approximately 85% of SpaceX shareholders’ votes, although his actual shareholding is considerably smaller.
Tesla does not have a similar system of shares with increased voting rights.
Therefore, should Tesla be taken over by a space company, SpaceX’s current corporate governance arrangements could give Musk decisive influence over the combined business.
Why Musk doesn’t necessarily have to send a million people to Mars
Ahead of SpaceX’s stock market flotation in the summer of 2026, the company’s board of directors approved a large-scale remuneration scheme for Musk. The terms of the scheme provide for the award of additional shares upon the achievement of specified financial and technological targets.
Among them are — the establishment of a permanent colony on Mars with a population of at least one million people and the launch of space-based data centres with exceptionally high computing power.
According to estimates by the research firm Equilar, at the highest projected level of SpaceX’s market capitalisation, the value of the shares linked to this remuneration scheme could amount to $719 billion.
However, the programme has one key feature: Musk was granted voting rights in respect of the relevant shares even before the set targets had actually been met.
This means that he may exercise the associated voting rights in corporate decisions, but does not acquire full economic rights to the shares until he has fulfilled the stipulated conditions.
Thus, even if a colony on Mars is not established, Musk will retain considerable influence over the management of SpaceX.
Professor at the Wharton School of Business, University of Pennsylvania Matthew Bloomfield He pointed out that such compensation schemes can serve not only a financial purpose but also a marketing one, drawing investors’ attention to the company’s extremely ambitious plans.
What will happen to Tesla’s compensation package worth $1 trillion?
In November 2025, the shareholders Tesla They approved a remuneration scheme for Musk, the potential value of which could reach $1 trillion.
Unlike SpaceX, at Tesla, the allocation of new shares is directly linked to the achievement of financial and operational targets. The targets set include increasing Tesla’s market capitalisation to $8.5 trillion, launching a million robotaxis and delivering a million humanoid robots.
As at the start of November 2026, Musk had not met any of the key targets set out in this remuneration package. Even if the programme were to be fully implemented, his share of the voting rights in Tesla would amount to approximately 29%, according to company documents. However, a potential takeover of Tesla by SpaceX creates a different scenario.
In the event of a change in control of Tesla, Musk’s compensation plan allows him to receive certain shares based on market capitalisation without having to meet the relevant operational targets.
The first threshold is $2 trillion.
According to Reuters’ estimates, Tesla’s current market capitalisation stands at approximately $1.6 trillion. Consequently, in order to secure the first block of shares, the company’s value must rise to at least $2 trillion under the terms of the agreement.
Formally, this level entails the allocation of shares worth $20 billion, but the actual economic reward would be me
