CEO Compensation & Governance - Tesla is addressing Elon Musk's compensation for his contributions since the 2012 CEO Performance Award, last earned in 2017 [1] - The company is still facing legal challenges in Delaware courts regarding the 2018 CEO Performance Award, despite shareholder support [1][4] - A "good faith" interim award is recommended to compensate Elon Musk, reflecting Tesla's commitment to the 2018 agreement [2] - The 2018 CEO Performance Award resulted in a $23 billion stock-based compensation charge but increased market capitalization by $735 billion [4] - The interim award will be forfeited if the 2018 CEO Performance Award is fully reinstated by the Delaware courts, preventing any "double dip" [8] Strategic Importance of Elon Musk - Tesla is transitioning towards becoming a leader in AI, robotics, and related services, requiring Elon Musk's leadership [5] - Retaining Elon Musk is crucial due to the intensifying competition for AI talent [6] - Losing Elon Musk would mean losing a leader who attracts and retains talent at Tesla [6] Interim Award Details - The Board has approved a recommendation to grant Elon Musk restricted stock equal to approximately one-third of the compensation he earned under the 2018 CEO Performance Award [7] - The award includes 96 million restricted shares, subject to Elon Musk paying a purchase price of $2334 per share upon meeting a two-year vesting term [8] - A mandatory holding period of five years from the grant date is required, except for tax payments or the purchase price [8]

CEO Compensation & Retention - Tesla aims to compensate Elon Musk for his contributions since 2017, as the 2012 CEO Performance Award was last earned in 2017 [1] - The company emphasizes the importance of retaining Elon Musk, especially in the context of the intensifying AI talent war [5][6] - A special committee recommended granting Elon Musk restricted stock equal to approximately one-third of the compensation he earned under the 2018 CEO Performance Award [7] - The interim award includes 96 million restricted shares, with a purchase price of $2334 per share, subject to a two-year vesting term and continuous service in a senior leadership role [8] - The interim award is structured to incrementally increase Elon Musk's voting rights upon grant [9] Legal & Shareholder Considerations - Legal challenges persist in Delaware courts regarding the 2018 CEO Performance Award, despite shareholder support [1][3][4] - The 2018 CEO Performance Award resulted in a $23 billion stock-based compensation charge but brought about $735 billion of increased market capitalization [4] - The company is working on a longer-term CEO compensation strategy to be put to a shareholder vote at the November 6 annual meeting [11] - The Special Committee considered shareholder feedback in recommending the interim award, focusing on keeping Elon Musk's energies focused on Tesla [10] Strategic Direction - Tesla is transitioning from an EV and renewable energy leader to a leader in AI, robotics, and related services [5] - The company believes Elon Musk's leadership is crucial for navigating this transition and creating shareholder value [5][6]