BlockBeats report: On June 6, as SpaceX prepares to go public with an estimated valuation of approximately $1.75 trillion, Musk has designed an equity incentive plan with a potential value of up to $1.1 trillion, significantly increasing the difficulty for future shareholders to challenge the plan by restructuring corporate governance and changing the company’s jurisdiction of incorporation.
According to SpaceX’s prospectus, Musk’s 1.3 billion Class B super-voting shares are currently valued at approximately $175 billion, and could potentially reach $1.1 trillion if all targets are met. The associated incentives require SpaceX to achieve a market capitalization of up to $7.5 trillion, alongside objectives such as establishing a permanent Martian colony with one million residents and building a data center with an annual computing capacity of 100 terawatts.
Reports indicate that, unlike Tesla’s $56 billion compensation package in 2018, which was overturned by a Delaware court, SpaceX has reincorporated in Texas and disclosed the relevant arrangements in advance in its prospectus. Under Texas law, shareholders must hold at least 3% of the company’s shares to initiate litigation—equating to hundreds of billions of dollars given SpaceX’s approximate $1.8 trillion valuation.
In addition, even if performance targets are not met, Musk can immediately gain voting rights over the relevant shares. The prospectus shows that Musk currently holds approximately 85.1% of SpaceX’s voting rights and will retain about 82.4% after the IPO, maintaining control of the board through Class B shares.
Multiple governance and compensation experts say the primary purpose of the plan is not only to incentivize Musk to achieve long-term goals but also to ensure he maintains firm control over SpaceX. Analysts note that SpaceX will operate as a “controlled public company,” with ordinary shareholders not enjoying the same governance protections as those in typical Nasdaq-listed companies.