Michael Burry critique of Tesla CEO compensation dil…

Elon Musk’s Tesla Faces Fresh Criticism from ‘Big Short’ Investor Michael Burry Amid Compensation Vote Fallout

Sleek red electric car driving through a scenic forest road on an autumn day.

The electric vehicle and clean energy giant, Tesla, Inc. (TSLA), has once again become the subject of intense scrutiny from the investor community, spearheaded by the reappearance of Michael Burry, the famed financier whose prescient bet against the U.S. housing market was chronicled in The Big Short. In early December 2025, following the recent shareholder approval of a colossal executive compensation package for CEO Elon Musk, Burry launched a fresh, pointed critique via his Substack newsletter, Cassandra Unchained, labeling the company’s market capitalization as “ridiculously overvalued”. This renewed bearish stance is grounded in concerns over the structural implications of the massive new incentive plan, the company’s shifting primary narrative, and what Burry views as a dangerous misalignment of shareholder interests.

The Shadow Cast by Executive Compensation Structures

Analysis of the Proposed Trillion Dollar Incentive Structure

The bedrock of the latest alarm sounded by Michael Burry is the recently ratified, performance-contingent incentive package for CEO Elon Musk, a plan potentially valued near one trillion dollars upon the realization of highly ambitious, long-term market capitalization targets. This award, which followed a contentious shareholder vote in November 2025, is viewed by Burry not merely as an incentive but as a mechanism pre-programmed for massive future share issuance, which will inevitably alter the company’s ownership structure. The framework directly ties the CEO’s financial reward to aggressive growth milestones, including escalating the company’s market valuation several multiples higher than its state at the time of the vote. The sheer magnitude of this potential equity grant is seen to exacerbate pre-existing concerns regarding the firm’s structural dilution rate, transforming what some view as a manageable overhang into a potential deluge of new shares entering the market.

The compensation structure, which shareholders approved with over 75 percent in favor, requires Tesla to achieve specific operational and financial targets over the next decade to unlock the full value. To secure the upper tiers of the award, which could total as much as \$1 trillion in stock, Tesla must achieve an unprecedented market capitalization, with some reports noting the highest valuation target set at \$8.5 trillion. Burry’s core argument against such structures centers on what he terms the “tragic algebra” of stock-based compensation (SBC), contending that Wall Street often treats it as a non-cash expense, ignoring that new shares issued for these awards permanently transfer value from existing owners.

The Guaranteed Overhang on the Existing Share Float

The direct and most tangible consequence of this newly approved, massive executive award is the creation of what the investment community terms a significant “overhang” on the existing stock float. An overhang represents a substantial supply of shares poised to enter the market, which imposes latent selling pressure capable of suppressing the stock price regardless of daily trading sentiment. With the mechanism in place to issue potentially hundreds of millions of new shares—one analysis suggested over 423 million shares to reach certain thresholds, potentially increasing Musk’s voting power to around 25% or even 30%—this overhang is considerable.

Burry argues that this massive future issuance layer adds substantial risk on top of a stock that already commands a premium valuation, with reports from early December 2025 placing its Price-to-Earnings ratio based on forward estimates near 209 times, significantly higher than the S&P 500’s multiple of roughly 22. In his view, the market is tasked with pricing in not only the company’s current operational performance, which has faced headwinds—with vehicle delivery growth reportedly plateauing in 2024 and reversing in 2025—but also the value derived from achieving seemingly distant, highly ambitious technological dominance goals. The reward for meeting these aspirational targets, in the short-seller’s estimation, is the systematic dilution of the current equity holders funding the journey, creating a risk-reward calculation dangerously skewed against the patient, long-term investor.

Deconstructing the Shifting Corporate Storyline

The Alleged Cyclical Pivot from Electric Vehicles to Robotics

One of the most evocative elements of the investor’s recent critique addresses what he perceives as a strategic, almost tactical, shift in the company’s primary valuation narrative—a pattern he suggests is designed to sustain high levels of investor enthusiasm despite headwinds in its core business segments. Burry characterizes this progression as cyclical, observing that the initial fervor centered on electric vehicles began to wane as established automotive competition successfully eroded Tesla’s early-mover advantage. As competition intensified in the EV domain, the narrative, he contends, smoothly transitioned to focus on the promise of full self-driving technology and autonomous mobility solutions.

As the timeline for widespread autonomous deployment stretched and competition also intensified in that space, the focus has now, according to his observation, pivoted once more, landing squarely on the development and potential mass deployment of humanoid robotics, specifically the Optimus platform. With vehicle delivery growth stalling and even declining in 2025, the emphasis on technologies like Cybercab (robotaxis) and Optimus has increased substantially. Burry encapsulates this observed cycle with pointed rhetoric, suggesting the loyal investor base is continuously drawn to the next unproven, high-potential concept as soon as the previous one faces established market resistance.

The Critique of the Dedicated Shareholder Following, or “The Cult”

The mechanism that allows this narrative pivot to remain successful, the investor asserts, lies in the deeply ingrained, almost zealous dedication of a significant portion of the investor base, which he pointedly refers to as “the Elon cult”. This segment of the market, in his view, is allegedly less concerned with quarterly earnings reports or automotive market share data and more committed to the long-term, transformative vision articulated by the chief executive, irrespective of the product category.

This dedicated following, according to Burry’s analysis, provides a reliable floor for the stock price, ready to absorb new issuances and bid the stock higher based on the next visionary announcement—be it robotaxis or robots. This willingness to follow the narrative shift is what, in his opinion, permits the fundamental valuation metrics, such as the exceptionally high P/E ratio, to be so thoroughly ignored by the market at large. The success of this dynamic, he suggests, allows the company to price its stock not as a mature, albeit still growing, automotive manufacturer, but as an immensely successful, near-term artificial intelligence and robotics pure-play, which he believes is fundamentally disconnected from current reality.

Wider Financial Community and Institutional Reaction

Echoes of Caution in Other High-Profile Technology Sector Shorts

The bearish stance taken against the electric vehicle maker is not an isolated incident in the investor’s current market outlook; rather, it fits into a broader pattern of skepticism deployed across the technology landscape in 2025. Burry’s recent, pronounced critique of Tesla’s valuation and capital structure directly mirrors earlier concerns he leveled against other bellwether technology companies, most notably the leading semiconductor designer heavily involved in artificial intelligence hardware and, to a lesser extent, Palantir Technologies.

This parallelization suggests a systemic conviction that the broader technology bubble, fueled by the Artificial Intelligence revolution, is displaying signs of fragility, especially concerning the methods by which these companies manage equity dilution through stock-based compensation. By shorting multiple high-valuation tech entities, Burry signals a belief that prevalent accounting treatments and compensation practices across the sector are systematically overstating real shareholder value, effectively linking the automotive company’s financial engineering to wider tech exuberance.

Mainstream Asset Managers Registering Formal Opposition to Executive Payouts

The weight of the criticism surrounding the compensation structure is significantly augmented by the fact that it is no longer confined solely to outspoken short-sellers like Michael Burry. Increasingly, mainstream, highly capitalized institutional entities are publicly aligning with the core principles of the bearish argument regarding governance and dilution. A notable example of this institutional pushback is the world’s largest sovereign wealth fund, Norway’s Norges Bank Investment Management (NBIM), which manages the Government Pension Fund Global.

NBIM formally cast a negative vote against the chief executive’s massive compensation package ahead of the November 2025 shareholder meeting. The rationale cited by this major fund included concerns that aligned precisely with the short-seller’s points: the sheer size of the proposed award, the inevitable dilution it would cause to existing holders, and, critically, the insufficient mitigation strategies put in place to manage the concentrated reliance on a single individual’s continued presence and performance, or “key person risk”. This institutional opposition signals a more widespread recognition among conservative, long-term capital allocators that the governance and capital structure issues at the company are severe enough to warrant formal opposition, transcending the usual realm of activist or short-selling commentary. The fund had also previously voted against Musk’s 2018 compensation plan.

Market Dynamics and Price Action Following the Commentary

The publication of such pointed commentary from a high-profile figure inevitably registers in the trading action of the affected stock, although the extent of the immediate impact can be tempered by the recent, already known outcome of the shareholder vote.

Immediate Volatility and Price Level Observations in the Trading Session

In the immediate aftermath of Burry’s late-November/early-December 2025 assessment, the company’s share price experienced a notable pullback, reflecting the initial caution injected into the market by the renewed negative sentiment, specifically linking the price movement to the concerns surrounding potential shareholder dilution stemming from the ratified executive incentive plan. The market’s initial reaction was characterized as slight nervousness, manifesting as a minor retracement from recent peaks. An analyst noted that the shares were being priced “like an AI or robotaxi Moonshot,” underscoring general market nervousness about how stretched the valuation was versus fundamentals.

Technical Indicators Reflecting Fading Momentum Near Key Resistance Zones

Beyond the immediate price slide mentioned in the commentary’s context, technical analysts observing the stock charts noted a correlation between the bearish commentary and a broader trend of fading market momentum near upper trading boundaries. The price action showed signs of hesitation and indecision as it approached certain resistance levels. Technical indicators, such as the Relative Strength Index (RSI), were reportedly moving into a neutral reading, suggesting that the stock was neither deeply overbought nor oversold at that particular moment. This indecision, characterized by decreasing trading volume compared to preceding surges in investor interest during earlier months, indicated that the momentum supporting recent price appreciation was beginning to dissipate near the upper boundaries of its current trading range. A decisive upward movement would require overcoming this nascent caution, while a failure to maintain support near key lower boundaries was being watched as a potential signal for bears to regain control and drive a deeper correction.

Historical Context and Future Implications of the Stance

A Look Back at Previous Bearish Engagements with the Company’s Equity

The current short position or public bearish stance is not the first instance of this investor directing his formidable analytical skills against the electric vehicle maker. Historical records indicate that Michael Burry had previously initiated a significant short position against the company’s shares back in the year 2021, a period when the stock was experiencing substantial enthusiasm. That earlier engagement, which involved a substantial capital allocation to the short side, was eventually closed out just a few months later, with the investor later characterizing that specific trade as merely a strategic maneuver rather than a permanent conviction against the firm’s long-term viability.

The significance of the current commentary, therefore, lies in its reappearance following a period of relative quiet and after the stock has navigated considerable volatility, including a sharp dip to approximately two hundred twenty dollars before rebounding strongly in the interim. This renewed commitment, articulated through his public Substack following the closure of his formal hedge fund, Scion Asset Management, suggests a higher level of conviction now, informed by the structural issues he observes today, such as the slowing core business growth and the escalating compensation proposals.

The Long-Term Risks Associated with Premised AI and Autonomy Success

Ultimately, Burry’s critique encapsulates a fundamental disagreement about the nature of the company’s current valuation: whether it should be priced as a mature, though still growing, automotive manufacturer, or as an immensely successful, near-term artificial intelligence and robotics pure-play. The market, in Burry’s estimation, is currently pricing it as the latter, suggesting investors are banking heavily on the rapid, unimpeded success of the robotaxi network and the Optimus program to justify both the current multiple and the issuance of the CEO’s massive performance award.

The implied risk in this strategy, which the investor hammers home, is the massive penalty that will be exacted upon current shareholders if these ambitious, next-generation technological promises fail to materialize on the timelines and scale required to support the current market capitalization. If the company is unable to establish an undeniable, durable competitive advantage in these new arenas, the gap between its current trading price (reported as approximately \$1.35 trillion in market capitalization as of December 2, 2025) and the valuation justified by its more conventional, though slowing, automotive business becomes a chasm—one which the relentless shareholder dilution, which he estimates at approximately 3.6% annually without buybacks, only serves to deepen for those who remain invested in the equity.

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