American billionaire Elon Musk could get 56% voting control in SpaceX-Tesla merger

American billionaire Elon Musk could end up with about 56% of the votes in a combined SpaceX and Tesla Inc., giving him the control of the carmaker he has long sought without reaching any of the milestones in his record pay plans.

Barclays analysts estimate that if SpaceX bought Tesla, Musk would own about 37% of the merged company but hold about 56% of its voting power, because his SpaceX shares carry 10 times the votes of ordinary stock. Musk, who runs both companies, said on SpaceX's third-quarter earnings call on Oct. 20 that each board has set up a special committee of independent directors to study a merger. No terms have been agreed.

The same deal would do little for his Tesla pay package. Shareholders approved the plan last November, and it could award Musk stock worth about $1 trillion if Tesla's market value climbs to $8.5 trillion and the company hits operating targets such as 1 million robotaxis and 1 million humanoid robots. Musk has not met any of those goals so far.

Under the plan's terms for a change in control, Musk could still earn shares tied to market value targets if Tesla is acquired, without meeting the operating goals. But Tesla, worth about $1.6 trillion on Tuesday, would first have to reach a $2 trillion valuation in connection with the deal. At that level, the award would be worth about $20 billion, a small fraction of the full package.

Musk's push for control

Voting power has been Musk's main concern at Tesla. Even if he hit every target in the 2025 plan, he would hold only about 29% of Tesla's votes, the company's board estimated last year. He has about 20% today.

Musk told analysts on a Tesla earnings call in October 2025 that he worried he could be ousted after he had helped "build this enormous robot army," a reference to the company's plans for humanoid robots.

At SpaceX, he already has that control. The rocket and satellite company gave Musk voting rights on stock awards before he earns the shares, so he holds about 85% of its votes without having met any of the goals in his SpaceX pay plan. That plan ties his awards to market value targets and to goals such as a Mars colony of 1 million people and data centers in space with 100 terawatts of computing power a year. Research firm Equilar estimates the shares would be worth $719 billion at the plan's highest market value target.

Compensation experts said SpaceX's board could rewrite Musk's plan after a merger, for example by raising the targets to reflect a larger company.

"It's irrelevant," said Charles Elson, founding director of the Weinberg Center for Corporate Governance at the University of Delaware. "This package is a distraction from the real story, which is complete control."

Kevin Murphy, a finance professor at the University of Southern California's Marshall School of Business, called the Mars goals "pretty pie-in-the-sky." "He's an all-or-nothing kind of guy," Murphy said. "He doesn't want a couple cookies. He wants the whole bag."

A $3.5 trillion deal

SpaceX was valued at about $1.85 trillion on Tuesday and Tesla at about $1.6 trillion, putting a combination at roughly $3.5 trillion, which would make it the largest corporate deal on record. Any merger would need the approval of a majority of all Tesla shares outstanding, not just those voted. Tesla holds its annual meeting on Dec. 3.

SpaceX shares rose about 3.6% to $141.32 in morning trading in New York on Tuesday, while Tesla fell 1.3% to $398.46.

Musk is the largest shareholder in both companies, and the two stakes make up most of his fortune. He is the world's richest person, with a net worth of about $869 billion, according to Forbes.