When SpaceX published its S-1 on May 20, investors got what they expected: a landmark filing for a company planning the largest IPO in history. What they may not have been ready for was the compensation structure buried inside it, which reads less like a corporate pay package and more like science fiction.
The SpaceX board will grant CEO and founder Elon Musk 1 billion restricted shares of Class B common stock on one condition: he has to hit 15 market capitalization milestones up to $7.5 trillion and establish a “permanent human colony on Mars with at least 1 million inhabitants.”
This is on top of his existing stake of roughly 5 billion shares, worth approximately $825 billion now. The new shares, potentially worth several hundred billion dollars more, come with conditions that have no precedent in the history of executive compensation. And the science fiction-ness of the whole condition appears constant throughout the filing.
The word “Mars” appears 63 times in the document, including under the “executive compensation” section. The prospectus is structured, in part, around the argument that getting to Mars isn’t a vanity project but the company’s reason for being. “For the entirety of its existence, human civilization has lived on a single celestial body: Earth,” the filing read. “The current paradigm, in which human civilization is confined to one planet, exposes humanity to existential threats that are unpredictable and uncontrollable on a planetary scale.”
“We do not want humans to have the same fate as dinosaurs,” the filing added.
The pay package is by design. SpaceX’s stock-based awards consist of 1.3 billion super-voting Class B shares with 10 votes per share, structured to preserve Musk’s near-iron grip over the company.
Consolidating of power
Three months before filing, Musk merged his AI company xAI and his social media platform X into SpaceX, in a deal that valued the rocket company at $1 trillion and xAI at $250 billion. That merged company seemed Frankenstein-ish, but the filing’s own mission statement shows that the seemingly mismatched parts have a single purpose. Mars colonization requires robots to build habitats, AI capable of operating autonomously on a planet with a 20-minute communications lag, and Starlink-scale connectivity. As Fortune reported at the time of the filing, SpaceX is a Mars company, and everything else is infrastructure for the trip.
Each vesting tranche requires the meeting of a market cap milestone and a “human colony milestone,” and all are “subject to Mr. Musk’s continued employment with us through the date on which achievement is certified by our board.” This means Musk has to still be running SpaceX when a million people are alive on Mars for any of this to pay out.
At Monday’s price, Musk would receive $165 billion worth of stock if SpaceX leads the way in establishing a Mars colony with at least a million inhabitants.
Traders on the prediction market Kalshi give SpaceX less than a 20% chance of sending humans to Mars by 2030. SpaceX itself did not specify a timeline in its prospectus, citing the need for new, unproven technologies. The company is targeting uncrewed cargo flights as early as 2028, with Tesla’s Optimus robots potentially among the first payloads. The Starship rocket that could make a million-person colony possible is still in development and currently undergoing test flights.
The performance-based award tied to the Mars colony may have been at least partially designed to generate excitement around the SpaceX IPO. The filing has a promotional quality that distinguishes it from standard S-1 fare, filled with an Asimov-quoting mission statement, the referenced dinosaur line, and repeated invocations of existential risk. SpaceX is selling a story alongside the stock.
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