Slide 1: Setting the record straight
Setting the record straight ° ne Can ta 16 As Tesla’s next chapter has the potential to create a world we've only begun to imagine. It also has the potential to create trillions of dollars in shareholder value. But we need your support to help make our vision a reality. Ahead of our Annual Meeting o
Slide 2: The 2025 CEO Performance Award's incentive structure motivates Elon to focus on growth
The 2025 CEO Performance Award’s incentive structure uniquely motivates Elon to focus on driving growth at Tesla The 2025 CEO Performance Award is designed to supercharge Tesla’s next era of growth. There are no layups. Elon gets nothing unless he 1) delivers on bold market capitalization goals and
Slide 3: Tesla must achieve ambitious market cap, operational and EBITDA growth
Under the 2025 CEO Performance Award, Tesla must achieve ambitious market capitalization, operational and adjusted EBITDA growth - or Elon gets nothing Contrary to what you might have recently read, there are no “easy” operational milestones under the 2025 CEO Performance Award. Elon gets nothingunl
Slide 4: Award links operational goals to market cap growth
Tesla’s 2025 CEO Performance Award creates ambitious goals by linking operational goals to market cap growth Operational milestones, which consist of Product Goals + Adjusted EBITDA targets, tie stock performance to real execution. If certain Product Goals take the entire 10-year term of the award t
Slide 5: The award is built around the full set of goals
The 2025 CEO Performance Award is built around the full set of goals, and Elon is committed to delivering on the whole plan Elon is driven by “historic technological achievements,” the very ambitions embedded in the 2025 CEO Performance Award. Even if Elon only hits the first goal, he will be delive
Slide 6: The award provides flexibility to manage the business for shareholder value
The 2025 CEO Performance Award provides Tesla the flexibility to manage its business in a way that generates the most value for shareholders The Product Goals were designed to accelerate execution at scale, keeping Elon and Tesla laser-focused on building these products and promoting their adoption.
Slide 7: FSD subscriptions must be paid to count towards milestones
FSD subscriptions must be paid to count towards the 2025 CEO Performance Award milestones Under the 2025 CEO Performance Award, FSD subscriptions must be paid. Once the 10 million paid FSD subscriptions are achieved, the Product Goal would still need to be paired with a market capitalization milesto
Slide 8: The award's structure is in the best interests of shareholders
The 2025 CEO Performance Award’s structure is in the best interests of our shareholders As Tesla brings Al into the physical world, the structure of the 2025 CEO Performance Award gives Elon a path to increase his voting influence but only by delivering extraordinary shareholder value. While the Spe
Slide 9: Seven-month Special Committee process determined Elon is the right CEO
After an extensive seven-month Special Committee process, Tesla’s Board determined Elon is the right CEO for Tesla Elon is the right leader for Tesla’s next phase of transformative growth, and while the Board backs Elon to lead Tesla’s next strategic chapter of innovation and growth, that doesn’t me
Slide 10: Disinterested directors will administer the award and approve any awards
Disinterested directors will administer the 2025 CEO Performance Award and approve any awards to Elon under the Special Share Reserve Every compensation plan needs some board discretion to accomplish its intended objectives and, here, it will only be exercised by disinterested directors. Both propos
Slide 11: A&R 2019 Equity Incentive Plan allows the Board to deliver on its promises
The A&R 2019 Equity Incentive Plan allows the Board to deliver on its promises The A&R 2019 Equity Incentive Plan gives the Board flexibility to make Elon whole for the 2018 CEO Performance Award he already earned. A “deal is a deal,” but there will be no double dipping-— Elon will not receive more
Slide 12: Board is independent with world class governance and extraordinary returns
Our Board is overwhelmingly independent and has demonstrated world class governance with tangible results — extraordinary returns We measure governance by shareholder returns. Our directors’ high- impact decisions — setting strategy, overseeing management and shaping Tesla’s future — drive those res
Slide 13: Ira Ehrenpreis is critical to Tesla's past and future growth
Ira Ehrenpreis Is critical to Tesla’s past and future growth and success As our longest standing independent director, Ira has guided governance and compensation since before Tesla’s IPO, with total shareholder returns topping 39,000% during his tenure. He embodies our high- engagement Board model —
Slide 14: Kathleen Wilson-Thompson's HR expertise is critical amid an AI talent war
Kathleen Wilson-Thompson's HR expertise is critical in the midst of an Al talent war As an independent director, Kathleen has been central to evaluating and structuring our CEO compensation. She brings extensive HR and large- scale operations expertise essential to managing a 125,000+ workforce. Her
Slide 15: Joe Gebbia's entrepreneurial vision and proven leadership
Joe Gebbia’s entrepreneurial vision and proven leader are vital to Tesla’s future Joe is a visionary tech founder who has founded and led a global public company. He brings insight across product design, innovation, brand building and risk oversight, including navigating complex regulatory environme
Slide 16: Independent Board has delivered almost 49% annualized returns since 2018
Tesla’s independent Board has delivered almost 49% annualized returns since 2018* While we are delivering 49% annualized returns, here are the average returns of the funds associated with our critics: Afa Férsakring 7.16% Zachary B. Conine - Nevada State Treasurer 9.66% Deborah B. Goldberg - Massach
Slide 17: Exhibit: Tesla Shareholder Vote
Exhibit 2 Tesla Shareholder Vote Tesla encourages your vote on key company decisions for their upcoming meeting. Tap to get started. Tesla will hold its 2025 Annual Meeting of Shareholders on November 6, 2025, and we are asking shareholders to vote in line with the Board’s recommendations on all pro
Slide 18: Elect Directors Who Have Driven Value Creation
Elect Directors Who Have Driven Value Creation Tesla’s vision — to create Sustainable Abundance for all — is incredibly ambitious and demands a carefully constructed Board that is capable of the challenge. Each of our directors — including Ira, Joe, and Kathleen — is up to the task. Our directors co
Slide 19: The Right Board to Oversee Our Ambitious Growth Plans
The Right Board to Oversee Our Ambitious Growth Plans The Class III directors up for re-election at this year’s Annual Meeting are three extremely talented and experienced individuals who are critical to Tesla’s continued growth and success. Our directors prioritize providing oversight to ensure the
Slide 20: Vote WITH the Board's Recommendations on ALL Proposals
Vote WITH the Board’s Recommendations on ALL Proposals Tesla is at a critical inflection point. We have ambitious goals and, to achieve them, we must retain and incentivize Elon, maintain a strong corporate governance structure and keep our experienced and capable Board in place as we work to drive
Slide 21: Don't Wait — Vote Now!
Don’t Wait — Vote Now! We urge you to vote WITH the Board’s recommendations on all proposals at our upcoming Annual Meeting on November 6. Please vote “FOR” Proposal One: Election of the Three Class III Directors, Proposal Three: Approval of the A&R 2019 Equity Incentive Plan and Proposal Four: Appr
Slide 22: Resources
Resources Presentations
Slide 23: Exhibit: Fortune op-ed by Dr. Shane Goodwin
Exhibit 6 I advised Tesla’s Special Committee on Elon Musk’s historic incentive compensation package. Most critics are missing the point Dr. Shane Goodwin is Executive Director of the SMU Corporate Governance Initiative, a collaborative effort between the Cox School of Business and Dedman School of
Slide 24: Dr. Shane Goodwin served as a Governance Advisor
Dr. Shane Goodwin served as a Governance Advisor to the Tesla Board’s Special Committee on the development of Elon Musk’s incentive compensation proposals. The viewpoints expressed below reflect those of Dr. Goodwin and not necessarily those of the Tesla Board or its Special Committee. There has bee