Tesla, Inc. · NASDAQ:TSLA
Tesla — Shareholder Meeting (October 2025)
27 slides from Tesla's shareholder meeting presentation, Oct 6, 2025
Slide 1: Slide 1
Slide 2: The Tesla Board Is Asking Shareholders to Vote FOR Three Critical Proposals
The Tesla Board of Directors Is Asking Shareholders to Vote “FOR” Three Critical Proposals Tesla is at a pivotal juncture and these proposals are critical to securing the Company’s future. Proposal 4 Approval of the 2025 CEO Performance Award We believe Tesla is on the precipice of another massive w
Slide 3: Transformative Growth, Extraordinary Value Creation
Transformative Growth, Extraordinary Value Creation Tesla has delivered one-of-a-kind value for shareholders, supported by its one-of-a-kind CEO compensation awards. Pre-2018 Award Today Loss-making, ambitious company with significant Industry-leading developer of autonomous driving and first hurdle
Slide 4: Tesla's Next Chapter Has the Potential to Create a World We've Only Begun to Imagine
Tesla’s Next Chapter Has the Potential to Create a World We’ve Only Begun to Imagine Reimagining labor, transportation and energy and bringing AI into the physical world through products and services to create a safer, cleaner and more enjoyable world for all. Bringing Sustainable Abundance to all i
Slide 5: Three Proposals Critical for the Future of Tesla
Three Proposals Critical for the Future of Tesla © 2025 Tesla, Inc. 5
Slide 6: The Special Committee's Thoughtful, Rigorous and Disinterested Process
The Special Committee’s Thoughtful, Rigorous and Disinterested Process The Special Committee conducted an extensive analysis to determine what compensation structure is in the best interests of Tesla. January 30, 2024 January 8, 2025 February 2, 2025 April 23, 2025 September 5, 2025 Tornetta ruling
Slide 7: The Special Committee is Disinterested, Qualified and Well Advised
The Special Committee is Disinterested, Qualified and Well Advised Kathleen Wilson-Thompson Robyn Denholm Independent Director, Chair of the Board, Independent Director, Member of the Compensation Committee Member of the Compensation Committee Kathleen is an experienced senior manager and director.
Slide 8: Proposal 4: Approval of the 2025 CEO Performance Award
Proposal 4 Approval of the 2025 CEO Performance Award Tesla does not currently have a long-term CEO performance award in place to retain and incentivize Elon to continue to focus his energies on Tesla and lead us through this pivotal moment in our history. It’s time to change that. © 2025 Tesla, Inc
Slide 9: The 2025 CEO Performance Award: 100% Aligned with Shareholders
The 2025 CEO Performance Award: A Performance Incentive Award 100% Aligned with Shareholders Elon Only Gets Compensated If Shareholders Win – And Win Big Generally, if Elon fails to achieve incredibly ambitious market capitalization AND Elon earns nothing operational milestones The Award creates a p
Slide 10: Elon is the Right CEO: We Must Retain and Incentivize Him
Elon is the Right CEO for Tesla to Take Advantage of the Opportunities Ahead: We Must Retain and Incentivize Him An ambitious incentive package for our visionary CEO. Earning each tranche generally requires Elon to Market Capitalization Operational Milestones Earned Shares per Tranche Milestones (St
Slide 11: Illustrative Example of Achievement of a Tranche
Illustrative Example of Achievement of a Tranche Achieves Market Capitalization of $2 Trillion Earns the ability to vote the shares Achieves one of the following: under the first 20M Tesla vehicles delivered tranche of 2025 CEO $50B Adj. EBITDA Performance Award 1M Bots delivered 10M active FSD subs
Slide 12: In 2018, Elon Had to Grow Tesla by Billions. Now, It's Trillions.
In 2018, Elon Had to Grow Tesla by Billions. Now, It’s Trillions. Elon gets nothing unless he creates significant value for Tesla and our shareholders. 579% TSR3 For Elon to receive the full Award, Tesla must deliver $8,500 an additional ~$7.5 trillion in value to shareholders 1,332% TSR2 $1,078 $59
Slide 13: The Adj. EBITDA Targets Are Ambitious
The Adj. EBITDA Targets Are Ambitious Each milestone is highly demanding and attainable only through meaningful, sustained business growth and real operational progress. Adjusted EBITDA Target vs. Q2’25 LTM1 1 $50 Billion ~3x 2 $80 Billion ~5x 3 $130 Billion ~9x 4 $210 Billion ~14x 5 $300 Billion ~2
Slide 14: Industry Analysts on the 2025 CEO Performance Award
Industry Analysts on the 2025 CEO Performance Award Tesla’s new incentive plan for Elon Musk … With the groundwork now in place for At face value, the proposed compensation signals he is here to stay and win. If he can Musk to accelerate [Tesla’s] current path package aligns Tesla minority sharehold
Slide 15: Proposal 3: Approval of the A&R 2019 Equity Incentive Plan
Proposal 3 Approval of the A&R 2019 Equity Incentive Plan Amid fierce competition to attract and retain the most skilled AI researchers and engineers, we believe it is essential that we maintain sufficient equity reserves and maximum flexibility to grow and retain Tesla's top tier talent. © 2025 Tes
Slide 16: Equity Is the Cornerstone of Tesla's Compensation Philosophy
Equity Is the Cornerstone of Tesla’s Compensation Philosophy Tesla must maintain sufficient equity reserves and flexibility to continue to attract and retain its employees in this unprecedented time of talent competition. Replenish the General Share Reserve: Give Tesla the Flexibility it Needs to At
Slide 17: Proposal 1: Election of the Three Class III Directors
Proposal 1 Election of the Three Class III Directors Changing the world is neither an overnight process nor the work of a single person – help secure the team and strategy needed to achieve goals that others will perceive as impossible. © 2025 Tesla, Inc. 17
Slide 18: The Directors up for Election are Critical to Tesla's Ongoing Growth and Success
The Directors up for Election are Critical to Tesla’s Ongoing Growth and Success These Class III directors have overseen tremendous growth and value creation for Tesla’s shareholders. Ira Ehrenpreis Joe Gebbia Kathleen Wilson-Thompson Independent Director Independent Director Independent Director Ir
Slide 19: Corporate Governance Is Not One-Size-Fits-All
Corporate Governance Is Not One-Size-Fits-All Tesla’s vision and mission to accelerate the world’s transition to sustainable energy is incredibly ambitious and demands a dynamic governance model that is best suited to manage our fast-moving, 24/7 culture and support a once-in-a-generation executive
Slide 20: Incorporating Shareholder Perspectives is a Critical Component to Tesla's Success
Incorporating Shareholder Perspectives is a Critical Component to Tesla’s Success Meet Jack Hartung Our Board continuously evaluates our corporate governance structure, practices and policies Our Independent Director and weighs stakeholder feedback. added in 2025 Jack is currently a senior advisor a
Slide 21: Management Proposal to Eliminate Supermajority Voting Requirements
Management Proposal to Eliminate Supermajority Voting Requirements Rationale Impact We are delivering upon our commitment to shareholders by submitting this binding If this proposal passes, shareholders may amend our governing documents with a simple proposal for a vote at the 2025 Annual Meeting. m
Slide 22: The Tesla Board Is Asking Shareholders to Vote FOR Proposals Four, Three and One
Will you choose to retain and incentivize Elon to lead Tesla through our The Tesla Board of Directors Is next chapter? Asking Shareholders to Vote “FOR” Will you ensure we have the right Board members to work alongside Elon, Proposals Four, Three and One pursuing the worthy and world-reshaping ambit
Slide 23: Appendix
Appendix © 2025 Tesla, Inc. 23
Slide 24: Non-GAAP Financial Information
Non-GAAP Financial Information Our non-GAAP financial measures include Adjusted EBITDA. This non-GAAP financial measure also facilitates management’s internal comparisons to Tesla’s historical performance as well as comparisons to the operating results of other companies. Management believes that it
Slide 25: For questions, contact our proxy solicitor, Innisfree M&A Incorporated
For questions, contact our proxy solicitor, Innisfree M&A Incorporated Shareholders, please call toll-free: +1 (877) 717-3936 (U.S. and Canada) +1 (412) 232-3651 (all other countries) Banks and brokerage firms may call: +1 (212) 750-5833 (collect) VoteTesla.com © 2025 Tesla, Inc. 25
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Slide 27: Additional Information and Where to Find It
Additional Information and Where to Find It Tesla, Inc. (“Tesla”) has filed with the U.S. Securities and Exchange Commission (the “SEC”) a definitive proxy statement on Schedule 14A (the “Definitive Proxy Statement”) and a proxy card with respect to its solicitation of proxies for Tesla’s 2025 Annua