Once again, Tesla (TSLA) chair Robyn Denholm pleaded with shareholders to approve CEO Elon Musk’s unprecedented compensation package, one that could cost the company $1 trillion, with the threat of Musk leaving the company.

In a letter sent to shareholders Monday morning, which follows a prior letter sent last week, Denholm warned the company stands to lose Musk’s leadership if shareholders do not approve the plan. The proposed package — revealed in early September—would grant Musk 12 massive tranches of stock options tied to targets the board argues are aggressive.

“If we fail to foster an environment that motivates Elon to achieve great things through an equitable pay-for-performance plan, we run the risk that he gives up his executive position, and Tesla may lose his time, talent and vision, which have been essential to delivering extraordinary shareholder returns,” Denholm wrote.

Denholm claimed Tesla could “lose significant value” if Musk left, as his leadership is needed to shepherd the company through its automotive, robotics, energy storage, and autonomous driving businesses.

Denholm’s letter comes as independent proxy advisers Glass Lewis and ISS argued that shareholders should not approve the latest pay package, claiming the award was excessive, dilutive to shareholders, and not issued by an impartial board.

During Tesla’s latest earnings call, Musk also went after the proxy advisers.

“I just don’t feel comfortable building a robot army here and then being ousted because of some asinine recommendations from ISS and Glass Lewis, who have no frigging clue. I mean, those guys are corporate terrorists,” he said

Musk’s pay package from 2018 is embroiled in a lawsuit in Delaware, where plaintiff shareholders alleged they didn’t have enough information to properly vet the compensation awarded by the board. A trial judge agreed. The Delaware Supreme Court is currently weighing the merits of Tesla’s appeal.

Musk, and now Denholm, argue that both the past and newly issued “compensation” plans are really just a way to keep Musk at Tesla and interested in its success. They argue Musk is not allowed to sell his stock for at least 7.5 years after issuance, and he must meet several stretch goals to claim the full award, including pushing Tesla’s EBITDA to $400 billion (Tesla earned $16.6 billion in total last year) and hitting a market cap of $8.5 trillion (currently Tesla is valued at $1.44 trillion), among other lofty goals.

Read more: How to avoid the sticker shock on Tesla car insurance

Musk’s critics argue that his foray into politics, leading the White House’s DOGE commission and backing far-right politicians in Europe, evaporated much of the goodwill Tesla’s brand accumulated over the years and even pushed the brand into crisis.

Nevertheless, even if Musk’s prior package is invalidated, analysts believe his new package will be approved by shareholders.

“We note that the company will vote (we believe will be approved by a wide margin despite some opposition) on Musk’s pay package at the November 6th shareholder meeting which will be incremental to keeping Musk as a war-time CEO as the company enters a critical inflection point,” Wedbush analyst Dan Ives wrote in a note published last week.

In closing, Denholm argued it is Musk alone who can take Tesla to the next level of growth, in terms of business and profits, but also in benefiting society.

“I feel strongly — as do the rest of my colleagues on our board — that Elon singularly possesses the leadership characteristics and technical manufacturing know-how to keep us on the path toward maximizing long-term shareholder value as well as social good,” Denholm said.

Tesla’s shareholder meeting is set for Nov. 5. Shareholders have until 11:59 a.m. ET to enter their votes, with the meeting set for the day after.

Pras Subramanian is Lead Auto Reporter for Yahoo Finance. You can follow him on X and on Instagram.

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