Norway’s $2.1 trillion sovereign wealth fund said on Tuesday it will vote against Elon Musk’s proposed pay package, worth up to $1 trillion, at Tesla’s annual meeting on November 6.

Norway Fund Rejects Musk’s Huge Pay Deal

The world’s largest wealth fund holds a 1.12% stake in Tesla, worth around $17 billion. It praised Musk’s leadership but called the plan “excessive” and risky. The fund said, “While we appreciate the significant value created under Mr Musk’s visionary role, we are concerned about the total size of the award, dilution, and lack of mitigation of key person risk.”

Tesla Board Warns of Musk’s Exit

Tesla’s board, led by Chair Robyn Denholm, urged investors to support the deal. The board warned Musk might leave Tesla if the plan fails. The package could give him stock worth $878 billion after costs, making it the largest CEO pay deal ever.

Proxy Advisers Also Oppose

Proxy advisers ISS and Glass Lewis also asked shareholders to vote “no.” They said the plan is too large and would still give Musk massive rewards even if he meets only some goals. However, the proposal could still pass because Musk controls 13.5% of Tesla’s voting power and has strong support from Baron Capital and other backers.

Fund Raises Governance Concerns

The Norwegian fund will also vote against Tesla’s general stock compensation plan and two of three directors seeking re-election. It cited governance issues as the reason.

Tesla Defends Musk’s Reward Plan

Tesla defended the payout. The company said Musk will receive it only if Tesla’s market value climbs nearly sixfold to $8.5 trillion. The board called this an “ambitious but fair target” that rewards exceptional performance and secures Musk’s focus on the company.