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Tesla -

Management and Incentives

TSLA | Market Cap: $1.6T (06/04/26)
Industry:
Automotive Manufacturing Renewable & Alternative Energy
The following covers details about management and compensation plans, derived from proxy statements.
Compensation Plan

Bonus

Bonus Metrics
  • Tesla does not currently have or plan to implement any specific arrangements with its NEOs providing for cash-based bonus awards.
  • The company utilizes equity programs as its primary short-term and long-term incentive.

Equity Awards

Equity Awards Metrics
  • Equity awards are the primary vehicle for long-term incentives, generally granted as stock options with zero initial value to emphasize long-term stock price appreciation.
  • 2018 CEO Performance Award: Payout required sustained increases in market capitalization (increments of $50B up to $650B) paired with revenue or Adjusted EBITDA milestones.
  • Proposed 2025 CEO Performance Award: Structured as 12 tranches of restricted stock. Payout requires achieving 12 Market Capitalization Milestones (starting at $2 trillion and scaling up to $8.5 trillion) paired with 12 Operational Milestones.
  • Operational Milestones for the 2025 CEO Performance Award include Product Goals (20M Tesla Vehicles Delivered, 10M Active FSD Subscriptions, 1M Bots Delivered, 1M Robotaxis in Commercial Operation) and Adjusted EBITDA targets ranging from $50B to three distinct $400B periods.
  • The 2025 CEO Performance Award also requires a minimum 7.5 to 10-year service vesting period after earning the shares, and the final two tranches require the development of a Board-approved CEO Succession Framework.
Equity Awards Results
  • In October 2024, CFO Vaibhav Taneja received an equity award valued at approximately $139M (80% stock options, 20% RSUs) following a compensation review recognizing his promotion.
  • No equity awards were granted to the other NEOs during 2024.
  • All 12 tranches of the 2018 CEO Performance Award were previously achieved and certified, but the options remain unexercised due to the Delaware Court of Chancery rescinding the award.
  • In August 2025, the Board approved the 2025 CEO Interim Award granting 96 million shares of restricted stock to Elon Musk as a partial make-whole for the 2018 award, vesting after two years of continued service.
Equity Awards Changes
  • The Board is seeking shareholder approval for the 2025 CEO Performance Award, granting Elon Musk 423,743,904 shares of performance-based restricted stock based on aggressive market capitalization and operational milestones, coupled with extended service and holding requirements.
  • The Board is also proposing the Amended and Restated 2019 Equity Incentive Plan, which will add 60 million shares to the general employee share reserve and establish a Special Share Reserve of 207,960,630 shares solely for future discretionary awards to Elon Musk, intended to provide the Board flexibility to honor the remainder of the 2018 CEO Performance Award without allowing double-dipping.

Other Compensation Details

Pay of the Median Employee
  • Pay of the median employee: 57,243
Say on Pay Result
  • At the 2024 Annual Meeting, approximately 79% of shareholders present and entitled to vote approved the compensation of the NEOs.
  • Additionally, 72% of disinterested shares voted to ratify Elon Musk's 2018 CEO Performance Award at the 2024 Annual Meeting.
Notable Perquisites
  • Tesla incurred approximately $2.8 million in 2024 and $0.5 million through February 2025 for a service agreement with a security company owned by Elon Musk to provide security services for him.
Executives

Elon Musk

Technoking of Tesla and CEO
Background
  • Served as CEO since October 2008.
  • Founder of SpaceX, X Corp, xAI, The Boring Company, and Neuralink.
  • Co-founded PayPal and Zip2 Corporation.
Equity Exposure
  • Shares owned outright: 413,362,808
  • Shares beneficially owned (SEC-defined): 717,323,438
  • 303,960,630 exercisable options under the 2018 CEO Performance Award.
FY2024 Compensation
  • Base salary: 0
  • Bonus: 0
  • Equity award: 0
  • Total compensation: 0

Vaibhav Taneja

CFO
Background
  • Appointed CFO in August 2023.
  • Previously served as Chief Accounting Officer since March 2019 and Corporate Controller from May 2018.
  • Former finance and accounting roles at SolarCity.
Equity Exposure
  • Shares owned outright: 120,856
  • Shares beneficially owned (SEC-defined): 1,251,002
  • 962,389 exercisable options.
  • 921,873 unexercisable options.
  • 98,072 unvested RSUs.
FY2024 Compensation
  • Base salary: 303,846
  • Bonus: 0
  • Equity award: 139,166,089
  • Total compensation: 139,472,935

Tom Zhu

SVP, APAC and Global Vehicle Manufacturing
Background
  • Appointed SVP, APAC and Global Vehicle Manufacturing in June 2025; SVP since April 2023.
  • Joined Tesla in April 2014 and previously led construction and operations of Gigafactory Shanghai as VP, Greater China.
Equity Exposure
  • Shares owned outright: 47,600
  • Shares beneficially owned (SEC-defined): 2,178,508
  • 2,068,207 exercisable options.
  • 197,785 unexercisable options.
FY2024 Compensation
  • Base salary: 350,000
  • Bonus: 0
  • Equity award: 0
  • Total compensation: 518,250

Andrew Baglino

Former SVP, Powertrain and Energy Engineering
Background
  • Departed Tesla in April 2024.
Equity Exposure
  • Shares owned outright: 31,230
  • Shares beneficially owned (SEC-defined): 31,230
  • None.
FY2024 Compensation
  • Base salary: 121,620
  • Bonus: 0
  • Equity award: 0
  • Total compensation: 124,620
Board Members

Robyn Denholm

Background
  • Former CFO and COO of Telstra and Juniper Networks.
  • Operating Partner at Blackbird Ventures.
Position
  • Chair of the Board
  • Chair of Audit Committee
  • Chair of Disclosure Controls Committee
  • Compensation Committee member
  • Nominating and Governance Committee member
Other Current Public Boards
  • None
Compensation and Equity Exposure
  • Shares owned outright: 85,000
  • Shares beneficially owned: 134,387
  • 1,020,220 options outstanding.
  • Total director compensation: 0

Ira Ehrenpreis

Background
  • Founder and managing member of DBL Partners.
  • Previously led Energy Innovation practice at Technology Partners.
Position
  • Chair of Compensation Committee
  • Chair of Nominating and Governance Committee
Other Current Public Boards
  • None
Compensation and Equity Exposure
  • Shares beneficially owned: 855,394
  • 1,110,000 options outstanding.
  • Total director compensation: 0

Joe Gebbia

Background
  • Co-founder of Airbnb, Inc.
  • Launched Samara in 2022.
Position
  • Audit Committee member
Other Current Public Boards
  • Airbnb, Inc.
Compensation and Equity Exposure
  • Shares owned outright: 4,111
  • Shares beneficially owned: 4,111
  • None.
  • Total director compensation: 0

Jack Hartung

Background
  • Senior advisor and former President and Chief Strategy Officer of Chipotle Mexican Grill, Inc.
  • Previously spent 18 years at McDonald's Corp.
Position
  • Audit Committee member
Other Current Public Boards
  • The Honest Company
  • Portillo's Inc.
Compensation and Equity Exposure
  • Shares owned outright: 0
  • Shares beneficially owned: 0
  • None.
  • Total director compensation: 0

James Murdoch

Background
  • CEO of Lupa Systems.
  • Former CEO of Twenty-First Century Fox, Inc.
Position
  • Audit Committee member
  • Nominating and Governance Committee member
  • Disclosure Controls Committee member
Other Current Public Boards
  • None
Compensation and Equity Exposure
  • Shares owned outright: 794,306
  • Shares beneficially owned: 794,306
  • 1,020,000 options outstanding.
  • Total director compensation: 0

Kimbal Musk

Background
  • Co-founder and Executive Chairman of The Kitchen Restaurant Group.
  • CEO of Nova Sky Stories.
Position
  • Director
Other Current Public Boards
  • None
Compensation and Equity Exposure
  • Shares owned outright: 1,463,220
  • Shares beneficially owned: 1,463,220
  • 326,750 options outstanding.
  • Total director compensation: 0

JB Straubel

Background
  • Founder and CEO of Redwood Materials Inc.
  • Former CTO of Tesla (2005-2019).
Position
  • Director
Other Current Public Boards
  • QuantumScape
Compensation and Equity Exposure
  • Shares owned outright: 0
  • Shares beneficially owned: 0
  • None.
  • Total director compensation: 0

Kathleen Wilson-Thompson

Background
  • Former EVP and Global Chief Human Resources Officer of Walgreens Boots Alliance, Inc.
Position
  • Compensation Committee member
  • Nominating and Governance Committee member
  • Disclosure Controls Committee member
Other Current Public Boards
  • Wolverine World Wide, Inc.
  • McKesson Corporation
  • Health Care Service Corporation
Compensation and Equity Exposure
  • Shares owned outright: 5,400
  • Shares beneficially owned: 126,348
  • 565,855 options outstanding.
  • Total director compensation: 0

Elon Musk

Background
  • CEO of Tesla.
  • See executive profile.
Position
  • Director
  • Not independent
Other Current Public Boards
  • None
Compensation and Equity Exposure
  • Shares owned outright: 413,362,808
  • Shares beneficially owned: 717,323,438
  • See executive equity award exposure.
  • Total director compensation: 0
Other Details
Anti-Takeover Provisions
  • The Board is submitting a management proposal (Proposal Six) to eliminate supermajority voting requirements (66 2/3%) for modifying the certificate of formation and bylaws, allowing modifications by simple majority vote if passed.
  • Currently, directors can only be removed 'for cause', and shareholders cannot call special meetings unless they hold at least 50% of outstanding shares.
  • Changing many key bylaw provisions currently requires a 66 2/3% supermajority vote.
Related Party Transactions
  • SpaceX: Tesla incurred $2.4M for commercial/support agreements, and $0.8M for use of a SpaceX aircraft in 2024.
  • X Corp: Tesla incurred $0.1M for commercial agreements and $0.4M for advertising in 2024.
  • xAI: xAI incurred $198.3M for commercial agreements with Tesla in 2024, including $191.0M for purchases of Tesla Megapack products.
  • The Boring Company: Tesla incurred $3.6M for commercial agreements in 2024.
  • Redwood Materials: Redwood incurred $30.3M to supply scrap materials to Tesla in 2024.
  • Nova Sky Stories: Tesla incurred $0.3M for an aerial show in 2024.
Other Notable Items
  • The Delaware Chancery Court rescinded Elon Musk's 2018 CEO Performance Award in early 2024. Tesla appealed the decision to the Delaware Supreme Court, and despite a subsequent shareholder ratification of the award following Tesla's redomestication to Texas, the Chancery Court rejected the ratification.
  • To combat retention risks during the ongoing litigation, Tesla granted the 2025 CEO Interim Award (96 million restricted shares) to Elon Musk and established a Special Committee that recommended the 2025 CEO Performance Award and a Special Share Reserve to replace the 2018 award.
  • The Audit Committee explored implementing a 'high-vote' stock structure for Elon Musk to grant him his desired 25% voting influence, but determined it was not feasible due to regulatory constraints.
Based primarily on DEF 14A filed on 2025-09-17 | View source on EDGAR | Generated: 2026-03-25