Tesla, Inc.

Nominating and Governance Committee Charter

A document from Tesla on 6ix · Governance · 5 pages

TESLA

Adopted December 16, 2009

Effective on June 28, 2010

As modified on December 12, 2017, December 28, 2021 and September 3, 2025

The purpose of the Corporate Governance and Nominating Committee (the “Committee”) of the Board of Directors (the “Board”) of Tesla, Inc. (the “Company”) shall be to assist the Board in fulfilling its oversight responsibilities regarding matters of corporate governance, including Board composition, composition of Board committees, conflicts of interest and identification, evaluation and nomination of director candidates.

In furtherance of these purposes, the Committee will undertake those specific duties and responsibilities listed below and such other duties as the Board may from time to time prescribe.

The Committee members shall be appointed by, and shall serve at the discretion of, the Board. The Committee shall consist of no fewer than three members of the Board. The Board may designate one member of the Committee as its chairperson. The Board may designate one or more directors as alternate members of the Committee, who may replace any absent or disqualified member at any meeting of the Committee. The Committee may form and delegate authority to

Contents

  • TESLA
  • Nominating and Corporate Governance Committee Charter
  • PURPOSE
  • MEMBERSHIP
  • RESPONSIBILITIES
  • Corporate Governance Generally
  • Board Composition, Evaluation and Nominating Activities
  • Board Committees
  • Conflicts of Interest
  • MEETINGS
  • RESOURCES
  • MINUTES
  • REPORTS
  • COMPENSATION
  • OTHER

Nominating and Governance Committee Charter on 6ix · Tesla, Inc. on 6ix