Cathie Wood says Elon Musk's $1 trillion pay deal will pass 'decisively' — despite opposition from proxy firms

• Cathie Wood says Elon Musk's $1 trillion Tesla pay plan will win "decisively" in November.
• She blasted proxy firms and index funds for trying to sway shareholders against the deal.
• The package would give Musk more control if Tesla hits an $8.5 trillion valuation by 2035.

Cathie Wood is betting that Elon Musk's new $1 trillion Tesla pay package will comfortably clear its first hurdle: a shareholder vote.

In a post on X on Sunday night, the ARK Invest founder and longtime Tesla bull said she expects Musk's compensation plan to win "decisively," despite opposition from influential proxy advisory firms and index funds that she said dominate institutional investing.

"When shareholders first voted on Elon Musk's 2018 pay package, Tesla was not in any index, and the pay package won decisively," Wood wrote.

"Now Tesla is 2.4% of the S&P 500, not enough for index funds to swing the vote, and I believe that Elon's new package will win decisively."

Tesla's new compensation proposal, set for a shareholder vote on November 6, would be the largest in corporate history.

The deal would award Musk up to $1 trillion in stock if he meets performance targets — including pushing Tesla's market value to $8.5 trillion and meeting 12 "operational milestones."

Those range from selling 12 million cars and one million humanoid robots to launching a million robotaxis and boosting adjusted earnings from $16.6 billion in 2024 to $400 billion.

The company's board has warned that if shareholders reject the deal, Musk could reduce his involvement or even walk away entirely.

Still, the proposal has sparked criticism from proxy advisory firms like Institutional Shareholder Services (ISS), which urged investors to vote against it, citing its enormous scale and saying it has a lack of guardrails.

Wood dismissed those concerns, instead targeting the system that amplifies them.

"Isn't it sad, if not damning, that institutional shareholders rely on proxy firms to tell them how they should vote?" she wrote in a follow-up post.

"Index funds do no fundamental research, yet dominate institutional voting. Index-based investing is a form of socialism. Our investment system is broken."

Musk quickly backed her up on X, replying "Absolutely" to her post.

Retail investors vs. Wall Street

Wood has been one of Musk's most loyal allies on Wall Street, consistently framing his compensation as a reward for innovation rather than excess.

She previously called the Delaware court's move to strike down Musk's 2018 package "un-American" and urged the appeals court to "do the right thing."

If the new package passes, Musk's stake in Tesla could rise from 13% to nearly 29%, giving him significantly more control over the company as it doubles down on AI, robotics, and autonomous driving.

For Wood, the outcome seems certain. Despite the institutional backlash, she's betting Musk's base will deliver once again.

"Retail investors are likely to dominate the vote once again," she wrote. "America!"