Tesla, Inc. (TSLA)

Elon Musk — Performance-Based Compensation Plan | The proposed compensation plan is performance-based.; The plan is intended to align Elon Musk's interests with Tesla and its shareholders.; It aims for Musk to have significant 'skin in the game'.; Shareholders are expected to benefit if the company achieves its missions under Musk's leadership.; The plan is supported by Counterpoint Global (Morgan Stanley Investment Management).

Elon Musk — Performance Award | The 2025 CEO Performance Award is a performance incentive award designed to be 100% aligned with shareholders.; The award is structured such that Elon Musk earns nothing unless he achieves incredibly ambitious market capitalization AND operational milestones.; There are 12 tranches, each requiring achievement of both a market capitalization milestone and an operational milestone to earn the ability to vote the shares.; Market capitalization milestones range from $2,000,000,000,000 to $8,500,000,000,000.; Operational milestones include achieving targets such as 20M Tesla Vehicles Delivered, 10M Active FSD Subscriptions, 1M Bots Delivered, and 1M Robotaxis in Commercial Operation, as well as Adjusted EBITDA targets ranging from $50B to $400B.; Earning the 11th and 12th tranches requires Elon Musk to develop a framework for CEO succession.; If all milestones are achieved, Tesla's market capitalization would reach $8.5 trillion, with shareholders benefiting from unprecedented growth.

Elon Musk — Equity Incentive Plan Amendment | Proposal 3 concerns the Approval of the Amended and Restated 2019 Equity Incentive Plan.; The proposal aims to replenish the General Share Reserve by adding 60,000,000 shares to grant awards to current and future employees, directors, and eligible service providers for approximately two years.; This general share reserve increase is explicitly stated to not be used for awards to Elon Musk.; A Special Share Reserve of 207,960,630 shares is proposed to address uncertainty around the 2018 CEO Performance Award due to ongoing litigation.; The company committed that if an award is granted to Elon Musk before the litigation concludes and Tesla prevails, he will receive no material additional benefit beyond the 2018 award, preventing 'double dipping'.

Elon Musk — Restricted Stock Award | Award of 96 million shares of restricted stock under the 2019 Equity Incentive Plan.; Vesting occurs on the second anniversary of the Date of Grant (August 3, 2025), provided the individual remains in Eligible Service.; Eligible Service means continuous service as CEO or an executive officer responsible for product development or operations, as approved by disinterested directors.; Shares are forfeited if the individual ceases Eligible Service before the Scheduled Vesting Date, unless death occurs, in which case they vest immediately.; The shares are subject to a purchase price of $23.34 per share.; A holding period restricts the sale, transfer, or disposal of shares until the fifth anniversary of the Date of Grant, with exceptions for tax/purchase price obligations and changes of form.; Specific provisions address 'No Double Dip' scenarios related to the '2018 CEO Award' and a 'Tornetta Decision Event' which could reduce the award or require repayment.; Shares may be pledged solely to satisfy taxes due or pay the Purchase Price.; Accelerated vesting occurs upon a Change in Control if the individual is in continued Eligible Service.

John R. (Jack) Hartung — Director Compensation | Appointed to the Board of Directors and Audit Committee effective June 1, 2025.; Eligible for standard outside director compensation package.; Waived entitlement to cash compensation until further notice.; Waived equity compensation until new determinations are made by the Board.