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Tesla said it needed to incentivize CEO Elon Musk with a record-breaking pay package in order to compete with his private companies, according to a proxy the company filed last week.

The filing outlines a share award that could be worth $1 trillion if it all pays out. Tesla also said Musk’s other companies — mainly SpaceX and xAI Holdings — now account for most of his wealth and therefore will command most of his attention unless Tesla pays him more.

“A majority of Mr. Musk’s wealth is now derived from other business ventures outside of Tesla, and he has more attractive options today than ever before,” the proxy said. The pay package of up to 423 million shares is necessary, it added, to prevent Musk from “prioritizing other ventures.”

It will be up to shareholders to approve the package, of course. But the proxy highlights the surging valuations of Musk’s private companies and the competing interests of xAI, SpaceX and Tesla.

Until last year, the vast majority of Musk’s wealth came from his Tesla stock. The Bloomberg Billionaires Index pegs Musk’s wealth at about $385 billion, while Forbes estimates his wealth is at $436 billion. The difference is likely tied to his 2018 pay package, which is still in dispute and is valued at between $60 billion and $100 billion. If the compensation plan is restored, and/or he receives an interim comp package proposed in the proxy, Musk’s net worth is closer to $436 billion.

Today, less than half of that fortune comes from Tesla stock.

Based on his current ownership of 13% of the company, Musk’s Tesla shares are worth about $140 billion. Musk has argued that he needs at least 25% of voting control of Tesla to prevent the company from being taken over as it develops highly sensitive and powerful artificial intelligence technology and robots.

At SpaceX and xAI, he has more voting control, with 42% of SpaceX and a majority stake in xAI. SpaceX is planning an insider share sale that would reportedly value the company at $400 billion, nearly double its valuation last year. At the $400 billion valuation, Musk’s stake would be worth about $170 billion — more than the value of his current Tesla stake.

xAI’s valuation has grown even faster, from $80 billion at the start of the year to a potential $200 billion in a new fundraising round. Musk owns more than 50% of the company, putting his stake well over $100 billion.

Together, Musk’s stake in xAI and SpaceX are now worth nearly twice as much as his Tesla shares. Added to his stakes in Neuralink — valued at around $9 billion — and his other companies, his private company wealth eclipses his Tesla wealth.

Of course, that may not be for long. If he is awarded the 423.7 million shares of restricted stock in the new 2025 compensation plan, and if Tesla hits its target valuation of $8.5 trillion, Musk’s Tesla shares would be worth over $2 trillion.