Slide 1: May 2024
May 2024
Slide 2: The Tesla Board Is Asking Stockholders to Vote FOR Proposals Three and Four
© 2024 Tesla, Inc. PROPOSAL 3 Approve the redomestication of Tesla from Delaware to Texas by conversion Texas is Tesla’s home and future, and the Board believes unifying operations and incorporation is in stockholders’ best interests Texas law aligns with Tesla’s mission Stockholders have substantia
Slide 3: The Tesla Ecosystem: More Than an Automotive Company
© 2024 Tesla, Inc. Leading the way in accelerating the world’s transition to sustainable energy The Tesla Ecosystem: More Than an Automotive Company 3
Slide 4: The Past Six Years: Transformative Growth, Extraordinary Value Creation
© 2024 Tesla, Inc. With intense and dedicated focus, Tesla has pursued its mission, grown tremendously and created extraordinary value for stockholders The Past Six Years: Transformative Growth, Extraordinary Value Creation 4 1. Refers to 2017 full-year revenue. 2. Refers to 2017 net loss, as disclo
Slide 5: Our Next Growth Vector Is Equally Ambitious
© 2024 Tesla, Inc. 5 Embarking on our next phase of growth to generate significant additional value for stockholders Our Next Growth Vector Is Equally Ambitious Putting the auto in automotive 1.3 billion miles driven2 – so far – on Tesla’s Supervised Self-Driving technology software Extending our le
Slide 6: The Special Committee and Its Independent, Rigorous Process
The Special Committee and Its Independent, Rigorous Process
Slide 7: History of the Special Committee and Its Independent Process
© 2024 Tesla, Inc. 7 History of the Special Committee & Its Thoughtful, Rigorous and Independent Process Prior to 2024 Moved HQ to Texas in 2021; redomestication considered by management and independent directors January 30, 2024 Tornetta ruling invalidated Elon's 2018 CEO Performance Award February
Slide 8: The Special Committee's Extensive Analysis of Stockholders' Best Interests
© 2024 Tesla, Inc. 8 The Special Committee’s Extensive Analysis to Determine What Is in the Best Interests of Tesla Stockholders Redomestication to Texas Started with all 50 states and even outside U.S. Examined options based on their legal systems and stockholder rights Committee’s financial adviso
Slide 9: Proposal 3: Redomestication in Texas
PROPOSAL 3 Redomestication in Texas
Slide 10: Texas Is Tesla's Home
© 2024 Tesla, Inc. Redomestication in Texas is the logical evolution for Tesla as it marries its operational footprint and its values with its state of incorporation Texas Is Tesla’s Home 10 July 2020 Announced Gigafactory Texas October 2021 Moved corporate headquarters to Texas and launched auto in
Slide 11: Texas' Legal Regime Permits Tesla to Innovate and Pursue Its Mission
© 2024 Tesla, Inc. Texas' Legal Regime Permits Tesla to Innovate and Pursue Its World-Changing Mission 11 Texas’ legal regime allows Tesla to promote its strong mission Express statutory provision that would allow directors to consider the company’s mission – a mission that is fundamental to Tesla’s
Slide 12: Texas stockholders have substantially equivalent rights as in Delaware
© 2024 Tesla, Inc. 12 Texas stockholders have substantially equivalent rights as in Delaware Texas has substantially equivalent governance rights, with ability to call a special meeting added to Texas charter Texas law also affords stockholders substantially equivalent economic and litigation rights
Slide 13: Proposal 4: Ratification of the 2018 Award
PROPOSAL 4 Ratification of the 2018 Award
Slide 14: 2018 CEO Performance Award 100% Aligned with Stockholder Interests
© 2024 Tesla, Inc. Elon’s only opportunity to receive any compensation at all for his work and leadership would come from delivering transformative growth and extraordinary value to stockholders in 10 years' time. He did it in 5 years. In 2018, Tesla's Compensation Committee Designed a CEO Performan
Slide 15: The 2018 Award Set Bold and Ambitious Targets
© 2024 Tesla, Inc. $53.7 $100.0 $650.0 March 2018 2018 Award Lowest Milestone 2018 Award Highest Milestone $0.6 $1.5 $14.0 FY 2017 Actual 2018 Award Lowest Milestone 2018 Award Highest Milestone $11.8 $20.0 $175.0 FY 2017 Actual 2018 Award Lowest Milestone 2018 Award Highest Milestone Compensation w
Slide 16: Analyst commentary on the 2018 Award targets
© 2024 Tesla, Inc. Mr. Musk’s new targets are even more ambitious than the 10-year goals from 2012 that he blew through years early. The potential value of share grants totaling 12 percent of the company is vast, but at least the Tesla board has done much more than the usual lip service in setting a
Slide 17: The 2018 Award Was Overwhelmingly Approved by Stockholders
© 2024 Tesla, Inc. And subsequent say-on-pay proposals and the election of members of the Compensation Committee have all received strong support from stockholders The 2018 Award Was Overwhelmingly Approved by Stockholders Our two say-on-pay proposals following the 2018 Award received strong support
Slide 18: The 2018 Award Did What It Was Supposed to Do
© 2024 Tesla, Inc. 2017-2023 Revenue Growth1 2017-2023 Adjusted EBITDA Growth1 2018-2023 Total Stockholder Return2 Motivated by the 2018 Award, Elon has led Tesla to significant growth that has surpassed that of other leading technology companies The 2018 Award Did What It Was Supposed to Do 1 Sourc
Slide 19: Ratification of the 2018 Award Protects Stockholder Democracy
© 2024 Tesla, Inc. In January 2024, Delaware Court overturned the will of Tesla stockholders Ratification of the 2018 Award Protects Stockholder Democracy... 19 Ratification ensures stockholders’ voices are heard on this critical matter As Tesla shareholders, we want our shareholder votes to count (
Slide 20: Ratification Compensates Our CEO As Promised
© 2024 Tesla, Inc. 20 Less costly option to compensate for past work and to incentivize Elon for the future …While Ensuring We Compensate Our CEO As Promised New Compensation Award Would Be Costly A functionally equivalent1 grant of new options could result in an accounting charge of more than $25 b
Slide 21: Concern Raised vs. What Actually Happened
© 2024 Tesla, Inc. Concern Raised… … What Actually Happened Award locked in high-pay opportunities for years and diminished Compensation Committee’s ability to adjust pay levels to reflect shifts in performance or strategy. No adjustment of pay levels was necessary. Within five years – half the time
Slide 22: Vote FOR Proposals Three and Four
© 2024 Tesla, Inc. PROPOSAL 3 Approve the redomestication of Tesla from Delaware to Texas by conversion Texas is Tesla’s home and future, and the Board believes unifying operations and incorporation is in stockholders’ best interests Texas law aligns with Tesla’s mission Stockholders have substantia
Slide 23: Appendix
Appendix
Slide 24: The Special Committee Was Independent, Highly Qualified and Well Advised
© 2024 Tesla, Inc. The Special Committee Was Independent, Highly Qualified and Well Advised 24 Advised by Wholly Independent Advisors Lead Counsel Sidley Austin Delaware Counsel Abrams & Bayliss Corporate Law and Governance Expert University of Chicago Law School Professor Financial Advisor Houlihan
Slide 25: Reconciliation of GAAP to Non-GAAP Financial Information
© 2024 Tesla, Inc. Reconciliation of GAAP to Non-GAAP Financial Information (Unaudited) 25 In millions of USD 2017 2023 Net (loss) income attributable to common stockholders (GAAP) (1,962) 14,997 Interest expense 471 156 Provision for (benefits from) income taxes 32 (5,001) Depreciation, amortizatio
Slide 26: Contact our proxy solicitor, Innisfree M&A Incorporated
For questions, contact our proxy solicitor, Innisfree M&A Incorporated +1 (877) 800-5182 (U.S. and Canada) +1 (412) 232-3651 (all other countries) 26
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Slide 28: Additional Information and Where to Find It
© 2024 Tesla, Inc. 28 Additional Information and Where to Find It Tesla, Inc. (“Tesla”) has filed with the Securities and Exchange Commission (the “SEC”) a definitive proxy statement on Schedule 14A with respect to its solicitation of proxies for Tesla’s 2024 annual meeting (the “Definitive Proxy St
Slide 29: On May 23, 2024, Elon Musk posted the following on X
On May 23, 2024, Elon Musk posted the following on X.
Slide 30: Additional Information and Where to Find It
with respect to its solicitation of proxies for Tesla’s Additional Information and Where to Find It Tesla has filed with the Securities and Exchange Commission (the “ SEC ”) a definitive proxy statement on Schedule 14A 2024 annual meeting (the “ Definitive Proxy Statement ”). The Definitive Proxy St