Elon Musk has once again captured media attention. This time, however, it isn’t a rogue X rant or embittered comments about President Trump’s abuse of executive authority. Instead, a proposed $1 trillion pay package crafted by Tesla’s board and Musk has grabbed headlines. The proposed scheme is ludicrous not only in terms of the highly aspirational 12 milestones that would unlock the benefits, but also in terms of good governance practice.
Greed may be good but when is enough?
Even needing to support 14 children with four different mothers, how much capital does Musk need? The argument that Musk needs additional incentive to lead Tesla to new heights runs entirely counter to the fact that he owns nearly 20% of the company’s outstanding shares and will already be well rewarded from any upside in the company’s performance. If Tesla were to achieve an $8.5 trillion market cap, as outlined by one of the pay package milestones, Musk would be worth over $1.6 trillion, based on that current ownership stake.
Musk is the richest person in the world (or second if you believe that number one is Vladimir Putin), and nearly twice as wealthy as the individuals ranked third and fourth, Larry Ellison and Mark Zuckerberg, respectively. Estimated to be worth over $437 billion, none of Musk’s lifestyle, resources, or influence will meaningfully change from any material increase in wealth.
After threatening to walk away from Tesla earlier this year, Musk received a $30 billion pay package after a federal judge denied him a $50 billion package. It is shameful for Musk to now be holding shareholders hostage to suit his need for power. Renowned founders such as Bernie Marcus of Home Depot, Bill Gates of Microsoft, Michael Dell of Dell Technologies, Steve Schwarzman of Blackstone, Sam Walton of Walmart, and Larry Fink of BlackRock never fabricated shakedown strategies like this to regain more control of their companies after they went public.
Moreover, should Musk act on his threat and leave Tesla, he would be the biggest loser as the largest shareholder of the biggest meme stock in financial market history. Tesla has a P/E ratio of over 200x, compared to the world’s most valuable company, Nvidia, at nearly 50x, so a 50% drop in the existing Tesla market cap of $1.1 trillion would result in a $110 billion loss in paper wealth, a quarter of Musk’s estimated worth.
The fine line between visionary winners and delusional losers
The performance milestones in the proposed pay package are both illusional and delusional. According to the proposal, Tesla is required to deliver 20 million vehicles, a significant increase from the 1.8 million delivered in 2024. The company must also distribute one million robots. They have not even developed a fully functional humanoid robot.
Additional benchmarks require one million robotaxis to be placed into commercial operation, versus 30 on the roads today, and 10 million subscribers for its Full Self Driving service, compared to approximately 1 million in 2024.
Most jarring are the mandates for the company to more than double the $4 trillion market cap of Nvidia and to notch $400 billion of adjusted EBITDA, versus $16.65 billion in 2024.
Battery drained in Musk’s magic wand a shareholder issue — not government
Despite the absurdity of the performance package, the federal government does not need to intervene, as it has been so inclined to do lately. If stockholders do not like the proposed pay package, then they will vote against the proposal or sell their stock holdings. Of course, shareholders, not the government, should be asking important questions—of which there are many—about the necessity for such a rich payout and high ownership stake.
One of those burning questions: If Musk preferred maintaining so much control, then why did he take Tesla public?
The centrality of the chief executive to the success of the company is far more symbolic in the eyes of tech bros than it is substantive in the eyes of the average customer. In fact, as of late, he has been the most detrimental factor to the Tesla sales pipeline, which is on track to fall for the second year in a row. Sales in Europe have notably fallen by 40% year-over-year, ceding its dominant market position to Chinese EV automaker BYD for the first time. The Chinese market has been just as challenging for Tesla, which has experienced repeated sales declines over several months this year and has yielded more than half its market share to competitors since 2021.
While Musk may be the greatest inventor of our time, his magic wand is overhyped. Most of his private companies, such as Neuralink, The Boring Company, X/Twitter, and SolarCity, have been a bust or seen lackluster performance. Solar City was a failure that got jammed down the throats of unrelated Tesla shareholders. It would take a lot of nerve to celebrate the delayed success of Neuralink. X/Twitter’s value collapsed after Musk took control.
At least there is truth in advertising for the Boring Company. It lives up to its name by failing to connect the scores of cities with high speed tunnels that were promised years ago. SpaceX has seen success primarily due to a stable flow of government contracts and subsidies, and the steady operating hand of President and Chief Operating Officer Gwynne Shotwell. xAI has potential but its Grok chatbot raised many concerns when it began spewing pro-Nazi/Hitler and antisemitic pronouncements soon after Musk tampered with the large language model’s algorithm.
Leading on the edge while taking the board off the cliff
The board is suffering from what political scientists and psychologists call “groupthink,” psychiatrists label folie à deux, social workers call “codependence,” and normal people recognize as an infatuation with a charismatic, cultish powerful figure. We have seen this happen before at Viacom with Sumner Redstone and CBS with Bill Paley.
We’ve seen it with Ken Olsen at Digital Equipment Corporation, once the world’s second-largest tech company but no longer in business. And we saw it with Juan Trippe at Pan American World Airways, the now-defunct pioneer of transoceanic travel that was once America’s flagship carrier. The original nationwide coffee house pioneer, William Black, ran the Chock full O’Nuts chain that he founded into his mid-80s when he was flat on his back in the hospital while his full-time physician and lifelong friend served as the president. Those boards followed such charismatic CEOs, who lived on the edge, until they ran right off the cliff.
The opinions expressed in Fortune.com commentary pieces are solely the views of their authors and do not necessarily reflect the opinions and beliefs of Fortune.
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Good morning. As audit committees confront a rapidly expanding risk landscape, their role in corporate governance is being reshaped. Boards have often turned to current and former CFOs as independent directors, particularly for audit committees, because of their ability to translate complex operational and financial realities into effective oversight.
For example, this month, J. Michael Hansen, former EVP and CFO of Cintas Corporation, was appointed to the audit committee at Paychex. In July, Britt Vitalone, EVP and CFO of McKesson Corporation, was appointed to the audit committee of Align Technology’s board of directors. And in November, Catherine Birkett, CFO of GoCardless, was named chair of the audit and risk committee at Twinkl.
I attended the launch event of the Institute of Internal Auditors’ (IIA) Global Audit Committee Center last week in Washington, D.C., which addressed the challenges and opportunities facing audit committees. The center is designed to be a resource to strengthen the alliance between audit committees of boards and internal audit in a fast-changing risk environment. It offers research, webinars, and events and will ultimately add formal training programs.
“The center has a very strong core belief—well-informed, engaged, and well-supported audit committees are essential to corporate governance,” said Anthony Pugliese, president and CEO of the IIA.
Pugliese emphasized that board audit committees need to turn to internal audit to truly understand what is happening inside an organization. The event drew members from across the U.S. and around the world, including Canada, Europe, Africa, Latin America, and the Middle East, with Abdullah Alshebeili, CEO of the Saudi Authority of Internal Auditors, in attendance.
CFOs, in particular, work with internal audit on risk assessment, internal controls, and audit readiness, and they share information on financial processes and control issues. Finance chiefs also communicate regularly with the board’s audit committee.
AI and analytics reshape how audit committees see risk
During a panel discussion at the event, Ann Cohen, CFO of the IIA, said audit committees are increasingly using AI and advanced technology to connect different types of risk—third-party, financial, operational, cyber, and regulatory. They are using analytics to surface anomalies and emerging risks earlier, support proactive oversight, and run “what if” analyses before risks materialize. “It allows us to be more responsive to risks and provide more robust assurance to stakeholders,” she said.
A major focus is “everyday AI,” said Sarah Francis of the EY Center for Board Effectiveness. “I think audit committees are really also looking at, ‘How do we start to touch, feel, smell, and get used to the products that are out there?’” Directors, many of whom are active executives, are also thinking about how to deploy these tools effectively. “There have to be clear governance frameworks for AI and analytics,” she said, noting that prompts—and the people who craft them—matter. She highlighted the need for experts who can help frame broader questions around ethics within responsible AI frameworks.
Audit committees can and should engage with technology as they work toward a fully defined plan, commented Luke Whorton, executive search and leadership consultant at Spencer Stuart in the firm’s Financial Officer Practice. “How do you create a foundation, but one that’s agile and responsive, because it’s going to continue to change rapidly?” he asked.
“Audit committees need to be curious,” Cohen said. “They need to challenge management on their inputs, on their assumptions and their judgment, and on what they’ve embedded into their AI outputs.”
The committees that challenge assumptions and lean into technology, alongside strong partnerships with internal audit, could be well-positioned to safeguard trust in an uncertain world.
Linda LaGorga will step down as CFO of Entegris, Inc. (NASDAQ: ENTG), an advanced materials science provider, effective Feb. 28. Effective March 1. Mike Sauer, Entegris’ VP, controller and chief accounting officer, will assume the role of interim CFO, in addition to maintaining the responsibilities of his current role. LaGorga will serve as a senior advisor to Entegris through May 15. Entegris has initiated a search process for a permanent CFO with an executive search firm. Sauer has 37 years of experience in finance and accounting roles at Entegris.
Hugo Doetsch was appointed CFO of AuditBoard, a governance, risk, and compliance platform. Doetsch brings over two decades of financial leadership and strategic operating experience to AuditBoard. Most recently, he served as CFO at symplr, an enterprise health care operations software provider. Before that, he was CFO at NetDocuments, a cloud-based content management platform. Doetsch also held senior leadership roles at Ping Identity, where he assisted the company in a 2019 initial public offering.
Big Deal
The 2026 Fortune World’s Most Admired Companies list was released this morning. The annual ranking of corporate reputation is based on a poll of some 3,000 executives, directors, and analysts.
Apple has been No. 1 for 19 consecutive years. Amazon and Microsoft have filled out the top three for seven years in a row. Berkshire Hathaway (No. 6) and Alphabet (No. 8) have each been in the top 10 for well over a decade. Berkshire, the conglomerate nurtured by Warren Buffett, holds the distinction of having been on the All-Star list every single year since it launched in 1998; it shares that honor with Microsoft, Coca-Cola, Toyota Motor, and Johnson & Johnson.
Going deeper
“Who Gets Replaced by AI and Why?” is a report in Wharton’s business journal. New research from Wharton’s Pinar Yildirim explores how AI can impact employee motivation when it is implemented in the wrong part of a team’s workflow. The research addresses topics such as how managers should deploy AI capacity in teams and which positions are most vulnerable to being displaced by AI.
Overheard
“Working closely with David Ellison and this exceptional management team made the decision to resign from the board and jump in fully as CFO an easy one.”
—Dennis K. Cinelli wrote in a LinkedIn post on Tuesday regarding his appointment, effective Jan. 15, as CFO of Paramount, and his resignation from the company’s board. Most recently, Cinelli served as CFO of Scale AI, and he previously held senior finance and operational roles at Uber.
I love watching “Next Man Up” basketball, where the spotlight rotates unpredictably. One night it’s the bench guard dropping 30, the next it’s the role player posting a triple-double.
CapitalG’s Jill Chase—who captained her college basketball team at Williams College—says this logic actually applies to Alphabet’s growth firm. When I ask her what basketball team is most like CapitalG, she lists the WNBA’s Golden State Valkyries.
“Everybody has a different skill set, and everybody is willing to drop anything to help each other win,” said Chase. “It’s a different person every night who wins the game. And I think that’s really consistent with the way CapitalG is building its culture.”
For the first time since the firm was started in 2013, it’s promoting two general partners, Chase and Alex Nichols, Fortune has exclusively learned. Chase, who joined CapitalG in 2020 specifically with a thesis around AI, has backed Abridge, Baseten, Canva, LangChain, Physical Intelligence, and Rippling.
Nichols, meanwhile, joined CapitalG in 2018 as an associate and was promoted to partner just two years ago. He previously worked with managing partner Laela Sturdy on the firm’s investments in Duolingo, Stripe, and Whatnot, and recently led CapitalG’s investment in Zach Dell’s energy startup BasePower. At a moment where there’s mounting angst around data centers and what it will take to power them, Nichols has a surprising take on how AI will affect energy—that both batteries and solar are getting cheaper and better at something like Moore’s Law speed. Those twin cost curves, over time, should actually drive energy prices down.
“I’m actually very optimistic about the future of energy prices,” he said. “You look at the history of energy consumption versus GDP. And cheap energy means more production, more income, and means a higher standard of living.”
At a moment when venture is perhaps more competitive than ever—and there are certainly some solo GPs out there making their mark—there’s an argument that as lines blur between disciplines in an AI-ified world, venture is by necessity a team sport.
Sturdy—who’s been CapitalG’s managing partner since 2023 (and also captained her college basketball team)—and Chase both have clearly taken some learnings from their time on the court. Chase sees venture overall as becoming more team-oriented: “Historically, it used to be like ‘you made general partner, go out and win your deal.’ To me, that’s not the right way to be successful in venture ever.”
Sturdy adds that in basketball, like venture, “We have to look at the scoreboard every once in a while, and you have to get back up when you get crushed… And, of course, coming together is better than playing alone.”
Term Sheet Podcast…This week, I spoke with Exelon CEO Calvin Butler. As resource-hungry data centers continue to sprout across the country, many are questioning whether the nation’s utility network can keep pace with such large-scale demand. Butler says it can. Listen and watch here.
Joey Abrams curated the deals section of today’s newsletter.Subscribe here.
VENTURE CAPITAL
– humans&, a San Francisco-based AI lab, raised $480 million in seed funding. SVAngel and GeorgesHarik led the round and were joined by NVIDIA and others.
– Emergent, a San Francisco-based platform designed for AI software creation, raised $70 million in Series B funding. Khosla Ventures and SoftBank led the round and were joined by Prosus, Lightspeed, Together, and Y Combinator.
– Exciva, a Heidelberg, Germany-based developer of therapeutics designed for neuropsychiatric conditions, raised €51 million ($59 million) in Series B funding. Gimv and EQTLifeSciences led the round and were joined by FountainHealthcarePartners, LifeArcVentures, and others.
– Pomelo, a Buenos Aires, Argentina-based payments infrastructure company, raised $55 million in Series C funding. Kaszek and InsightPartners led the round and were joined by IndexVentures, AdamsStreetPartners, S32, and others.
– Cloover, a Berlin, Germany-based operating system designed for energy independence, raised $22 million in Series A funding. MMCVentures and QEDInvestors led the round and were joined by LowercarbonCapital, BNVTCapital, BoschVentures, and others.
– Statusphere, a Winter Park, Fla.-based influencer marketing technology platform, raised $18 million in Series A funding. VolitionCapital led the round and was joined by HearstLab, 1984Ventures, and HowWomenInvest.
– DominionDynamics, an Ottawa, Canada-based defense technology company, raised $21M CAD ($15.2M USD) in seed funding. Georgian led the round and was joined by BessemerVenturePartners and BritishColumbiaInvestmentManagementCorporation.
– Cosmos, a New York City-based image collection and discovery platform, raised $15 million in Series A funding. ShineCapital led the round and was joined by Matrix and others.
– Mave, a Toronto, Canada-based real estate AI company, raised $5 million in seed funding from StaircaseVentures, RelayVentures, N49P, and AlatePartners.
– Stilla, a Stockholm, Sweden-based developer of an AI designed to accommodate entire teams, raised $5 million in pre-seed funding. GeneralCatalyst led the round and was joined by others.
– AsymmetricSecurity, a London, U.K. and San Francisco-based cyber forensics company, raised $4.2 million in pre-seed funding. SusaVentures led the round and was joined by HalcyonVentures, OverlookVentures, and angel investors.
PRIVATE EQUITY
– ConnectWise, backed by ThomaBravo, acquired zofiQ, a Toronto, Ontario-based agentic AI technology company designed to automate high-service desk operations. Financial terms were not disclosed.
– GrantAvenueCapital acquired 21stCenturyHealthcare, a Tempe, Ariz.-based vitamins, minerals, and supplements company. Financial terms were not disclosed.
– HighlanderPartners acquired Tapatio, a Vernon, Calif.-based hot sauce brand. Financial terms were not disclosed.
– PlatinumEquity acquired CzarnowskiCollective, a Chicago, Ill.-based exhibit and events company. Financial terms were not disclosed.
– UnitedBuildingSolutions, backed by AEIndustrial, acquired DFWMechanicalGroup, a Wylie, Texas-based HVAC solutions company. Financial terms were not disclosed.
IPOS
– PicPay, a Sao Paolo, Brazil-based digital bank, now plans to raise up to $435.1 million in an offering of 22.9 million shares priced between $16 and $19 on the Nasdaq. The company posted $1.7 billion in revenue for the year ended September 30. J&F International and BancoOriginal back the company.
– EthosTechnologies, a San Francisco-based online life insurance provider, plans to raise up to $210 million in an offering of 10.5 million shares priced between $18 and $20. The company posted $344 million in revenue for the year ended Sept. 30. GeneralCatalyst, HeroicVentures, EricLantz, and others back the company.
FUNDS + FUNDS OF FUNDS
– BlueprintEquity, a La Jolla, Calif.-based growth equity firm, raised $333 million for its third fund focused on enterprise software, business-to-business, and tech-enabled services companies.
PEOPLE
– Area 15 Ventures, a Castle Pine, Colo.-based venture capital firm, promoted AdamContos to managing partner.
– BullCityVenturePartners, a Durham, N.C.-based venture capital firm, hired CarlyConnell as a principal.
– HarvestPartners, a New York City-based private equity firm, promoted LucasRodgers to partner, MatthewBruckmann and IanSingleton to principal, and ConnorScro to vice president on the private equity team.
– Wingman Growth Partners, a Greenwich, Conn.-based private equity firm, hired CheriReeve as CFO. She previously served as principal and CFO at AtlasHoldings.
Davos 2026: reading the signals, not the headlines | Fortune
Louisa Loran advises boards and leadership teams on transformation and long-term value creation and currently serves on the boards of Copenhagen Business School and CataCap Private Equity.At Google, Louisa launched a billion-dollar supply chain solutions business, doubled growth in a global industry vertical, and led strategic business transformation for the company’s largest customers in EMEA—working at the forefront of AI, data, and platform innovation. At Maersk, she co-authored the strategy that redefined the brand globally and doubled its share price, helping pivot the company from traditional shipping to integrated logistics. Her career began in the luxury and FMCG space with Moët Hennessy and Diageo, where she built iconic brands and led innovation at the intersection of heritage and digital transformation.
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