Under Elon Musk’s leadership, Tesla popularized electric vehicles and became the most valuable auto company in the world. Musk became a billionaire many times over while generating huge profits for investors.

Even so, Tesla’s shareholders may decide this week that Musk has been paid too much.

In a vote whose results will be announced Thursday, the investors could strike down a compensation package — paid in stock options and currently worth $45 billion — that makes up a substantial portion of Musk’s wealth.

With it, he is probably the richest person in the world, worth well more than $200 billion. Without it, he could rank behind other billionaires like Jeff Bezos of Amazon.

Shareholders approved the pay formula in 2018 but are voting on it for a second time because a judge in Delaware voided the package in January. She ruled that Musk had largely dictated the terms to a board of directors stacked with close friends, people he made rich and his brother.

Tesla’s board is asking shareholders to ratify the package again in hopes of getting the court to reinstate it.

For Musk to get all the options, Tesla’s sales, profits and stock market value had to grow to heights few thought possible in 2018. Many investors believe that Musk deserves every penny.

“Without his relentless drive and uncompromising standards, there would be no Tesla,” Ron Baron, chair of Baron Capital, an investment fund manager, said in a letter urging fellow shareholders to reapprove Musk’s pay package. “Tesla is Elon.”

But the vote is expected to be close. Many of those opposing ratification contend that the award was too large.

Norges Bank Investment Management, which manages Norway’s oil wealth and is the largest sovereign wealth fund, said last week that it had voted against the deal. “We remain concerned about the total size of the award,” Norges Bank said in a statement.

The debate about Musk’s stock award raises questions about the limits of executive compensation and the accountability of Silicon Valley billionaires whose wealth gives them vast influence. Besides being Tesla’s largest shareholder, Musk owns social media site X and rocket company SpaceX, which ferries NASA astronauts to the International Space Station.

Some say an endorsement of the award would weaken laws designed to protect shareholders. The significance “goes way beyond Elon Musk,” said Charles Elson, founding director of the Weinberg Center for Corporate Governance at the University of Delaware. “If he can do it, why not anybody else?”

In addition to Norges Bank, several of Tesla’s largest shareholders have said they will vote against the pay package, including the California Public Employees’ Retirement System, or CalPERS, the largest pension fund in the United States.

“When billionaires are allowed to flout the rules, normal people suffer,” Brad Lander, the New York City comptroller, told reporters last week. Lander oversees public pension funds that own Tesla stock worth more than $620 million.

The bar for approval is high. To survive legal challenges, the measure requires approval from a majority of voting shares not including those held by Musk or his brother, Kimbal Musk.

How did the package become so valuable?

The dispute revolves around a deal that gave Elon Musk options for up to 12% of Tesla’s outstanding shares at the time. To collect, he had to hit demanding revenue or profit benchmarks and increase the company’s stock market value to $650 billion.

Most of these targets were thought to be out of reach in 2018 because Tesla was struggling. Soon after, though, Tesla’s business took off, and its market value peaked at $1.2 trillion in 2021. It has since fallen to $545 billion. Under the plan, the market value remained above the $650 billion target long enough for Musk to collect the options.

With the 2018 pay award, Musk owns 20.5% of Tesla and just under 13% without.

Why are shareholders voting on this again?

The Tesla board is reacting to a ruling by Chancellor Kathaleen St. J. McCormick of the Court of Chancery in Delaware, where Tesla is registered as a corporation. In January, McCormick agreed with a group of disenchanted Tesla shareholders who contended in a lawsuit that the 2018 pay package was wildly excessive.

Shareholder approval a second time might help address McCormick’s finding that the 2018 vote was tainted because members of the board failed to disclose conflicts of interest stemming from their personal and financial ties to Musk.

She also found that the board had exaggerated how difficult it would be for Musk to meet the milestones required for him to collect the stock options.

A new shareholder vote with better disclosure “takes that argument off the table,” James Murdoch, a board member, said in a video on a Tesla website.

Legal experts are less certain. “That may influence the court, but it’s unclear,” said Samantha Crispin, chair of the corporate department at Baker Botts, a law firm based in Texas. “There’s no hard and fast rule.”

Tesla has acknowledged in a regulatory filing that a yes vote “may not fully resolve the matter.”