Stockholders of the electric vehicle and solar panel maker voted on the all-or-nothing package Wednesday in California, where the company is based. But he didn't rule out handing over the CEO responsibilities if a suitable successor would appear, allowing him to focus on "design and engineering, which is what I like doing best".
Votes on the compensation plan will be cast at a special shareholder meeting in Fremont, Calif., at 9 a.m. local time.
Shares traded higher following news of the vote.
Officials at Cortica could not immediately be reached for comment.
As part of the plan Musk will be granted share options of $2.6bn. The award contains a number of audacious goals and no detailed plan of how to get there, including when the manufacturer will turn its first-ever annual profit. Its shares have fallen 18.5% since hitting an all-time high in September.
This quarter alone, Tesla has lost Jon McNeill, president of sales and service; its accounting chief Eric Branderiz; and Susan Repo, corporate treasurer and vice president of finance.
The package is contingent on Musk remaining as Tesla's CEO or as executive chairman and chief product officer. Still, Musk will reap gains only if shareholders do, too.
Gracias says shareholders realize that Tesla is often optimistic about hitting production milestones and is working hard to achieve them. Musk already owned about 22% of Tesla before the stock awards were approved. The Silicon Valley company has been facing pressure on multiple fronts, from a cash crunch and production delays to increasing competition from rivals, as well as growing concern that Musk is distracted by too many projects.
Elon Musk could make as much as $2.6 billion in a compensation package recently approved by Tesla shareholders.
In order to trigger the maximum payout Musk, 46, would have to build Tesla into a $650bn company over the next 10 years - making it one of the world's most valuable tech companies. Some large investors have said the package aligns with their interests, signaling they don't mind if Musk gets wealthier, as long as they also see big returns.
Large shareholders Baillie Gifford & Co. and T. Rowe Price Group Inc. signaled ahead of the vote that they would probably support the package.
The vote comes amid a slump in Tesla's stock performance.
A smaller investor, the California State Teachers' Retirement System (CalSTRS), said it planned to vote no. CalSTRS is one of the nation's largest public pension plans but only the 59th largest investor in Tesla, with a 0.13 per cent stake.
"This ensures that Elon will continue to lead Tesla's management over the long-term while also providing the flexibility to bring in another CEO who would report to Elon at some point in the future", the company said in an earlier statement about the compensation proposal. "The true shareholders of Tesla are all in on Elon".