Tesla's giant pay deal for Elon Musk contains fine print that could hand him the full award without the company ever hitting its performance goals — bad news for shareholders who thought the milestones were the point.

• Shareholders approved a pay package tied to both a higher share price and real business targets.
• Those targets include 12 million cars delivered, 10 million self-driving subscriptions, a million Optimus robots, and a million robotaxis on the road.
• Only the car deliveries are close to halfway; the robots and robotaxis are still at zero.
• Buried in the terms: if Tesla is acquired, every operational milestone is thrown out and only the share price matters.
• The likely losers are non-voting SpaceX shareholders, who would be diluted with no say in the outcome.

Outlook: Expect pressure on Tesla's board to explain the change-of-control clause, and more scrutiny of any deal that would trigger it.