DEF 14A of Tesla, Inc., Oct 19, 2026

DEF 14A of Tesla, Inc.

Filed Oct 19, 2026 · FY20250001104659-26-116700

Open on EDGAR

  1. Proxy Statement for 2026 Annual Meeting of Shareholders

    | 27 | Commitment of Our Directors | | 34 | Stock Ownership by the Board and Management | | 59 | 2025 Pay Ratio Disclosure | | 63 | Pledging of Shares | | 65 | Related Person Transactions | | 84 | Who Can Help Answer My Questions on Voting? |

  2. Nominees for Class I Directors

    Nominees for Class I Directors Three candidates have been nominated for election as Class I directors at the 2026 Annual Meeting, each for a three-year term. Upon recommendation of the Nominating and Corporate Governance Committee, the Board has nominated Elon Musk, Robyn Denholm and JB Straubel for election as Class I directors. Biographical information about each of the nominees is contained in the following section. A discussion of the qualifications, attributes and skills of each nominee that led the Board and the Nominating and Corporate Governance Committee to the conclusion that he or she should be elected or continue to serve as a director follows each of the director and nominee biographies. If you are a shareholder of record and you sign your proxy card or vote by telephone or over the Internet but do not give instructions with respect to the voting of directors, your shares will be voted “FOR” the election of Messrs. Musk and Straubel and Ms. Denholm. Each of Messrs. Musk and Straubel and Ms. Denholm has accepted such nomination; however, in the event that a nominee is unable or declines to serve as a director at the time of the 2026 Annual Meeting, the proxies will be voted for any nominee who shall be designated by the Board to fill such vacancy. If you wish to give specific instructions with respect to the voting of directors, you may do so by indicating your instructions on your proxy card or when you vote by telephone or over the Internet. If you are a beneficial owner holding your shares in street name and you do not give voting instructions to your broker, bank or other intermediary, that organization will leave your shares unvoted on this matter.

  3. Nominees for Class I Directors

    | | The Board recommends a vote FOR the Tesla proposal to elect Elon Musk, Robyn Denholm and JB Straubel. |

  4. Information Regarding the Board and Director Nominees

    Information Regarding the Board and Director Nominees The names of the members of the Board and Tesla’s director nominees, their respective ages, their positions with Tesla and other biographical information as of October 19, 2026, are set forth below. Except for Messrs. Elon Musk (“Mr. Musk”), our Chief Executive Officer and a director, and Kimbal Musk (“Mr. Kimbal Musk”), a director, who are brothers, there are no other family relationships among any of our directors or executive officers. As discussed above in “Proposal One — Tesla Proposal to Elect Three Class I Directors,” our Board is divided into three classes, as set forth in the chart below.

  5. Information Regarding the Board and Director Nominees

    | Class I Directors | Class II Directors | Class III Directors | | Robyn Denholm (Chair) | James Murdoch | Ira Ehrenpreis | | JB Straubel | Kimbal Musk | Joe Gebbia | | Elon Musk | Jack Hartung | Kathleen Wilson-Thompson |

  6. Information Regarding the Board and Director Nominees

    In addition to serving on the Board, some of our directors also serve on the Board’s Committees, as set forth in the chart below.

  7. Information Regarding the Board and Director Nominees

    | Name | Chair of the Board | Audit Committee | Compensation Committee | Nominating and Corporate Governance Committee | Disclosure Controls Committee | | Elon Musk | | | | | | | Robyn Denholm | | | | | | | Ira Ehrenpreis | | | | | | | Joe Gebbia | | | | | | | Jack Hartung | | | | | | | James Murdoch | | | | | | | Kimbal Musk | | | | | | | JB Straubel | | | | | | | Kathleen Wilson-Thompson | | | | | |

  8. Information Regarding the Board and Director Nominees

    In 2025, Tesla updated our Corporate Governance Guidelines to clarify that Board members are expected to invest the time and effort necessary to understand and oversee the implementation of the Company’s business and financial strategies, including, without limitation, in areas such as sustainability and SI. For more information on our approach to sustainability and commitment to SI and product safety, please refer to the Product and Safety, Supply Chain and Environment sections of our 2025 Impact Report.

  9. Director Bios

    Director Bios

  10. Director Bios

    | ELON MUSK Age: 55 Director Since: 2004 Term of Office: Expires in 2026 |

  11. Director Bios

    | Impact As our Chief Executive Officer, one of our founders and our largest shareholder, Mr. Musk brings historical knowledge, operational and technical expertise and continuity to the Board. Mr. Musk guided Tesla from an early-stage startup, through its IPO in 2010, to transformative growth into one of the most valuable companies in the world. Mr. Musk’s leadership and unique vision to build the world’s next generation of sustainable and accessible innovation has played a key role in our mission to build a world of amazing abundance. Career Highlights Mr. Musk is the Technoking of Tesla and has served as our Chief Executive Officer since October 2008. Mr. Musk has also served as Chief Executive Officer, Chief Technical Officer and Chairman of Space Exploration Technologies Corporation, a company which develops and launches advanced rockets and spacecraft (“SpaceX”), since May 2002 and served as Chairman of the Board of SolarCity Corporation, a solar installation company (“SolarCity”), from July 2006 until its acquisition by us in November 2016. He has served as Chief Technology Officer and on the Board of X Corp., a social media company (“X”), since October 2022, and has served as the Chief Executive Officer and on the Board of X.AI Corp., an artificial intelligence company (“xAI”), since March 2023, in each case through the March 2025 merger of X and xAI. Following the March 2025 merger of X and xAI, he served as the President, Treasurer and Chief Executive Officer and on the board of directors of X.AI Holdings Corp. (“xAI Holdings”), which later became a subsidiary of SpaceX in February 2026. Mr. Musk is also a founder of The Boring Company (“TBC”), an infrastructure company, and Neuralink Corp., a company focused on developing brain-machine interfaces, where he serves as the Chief Executive Officer. Prior to SpaceX, Mr. Musk co-founded PayPal, an electronic payment system, which was acquired by eBay in October 2002, and Zip2 Corporation, a provider of Internet enterprise software and services, which was acquired by Compaq in March 1999. Mr. Musk also served on the board of directors of Endeavor Group Holdings, Inc. from April 2021 to June 2022. Mr. Musk holds a B.A. in Physics from the University of Pennsylvania and a B.S. in Business from the Wharton School of the University of Pennsylvania. |

  12. Director Bios

    | ROBYN DENHOLM Age: 63 Director Since: 2014 Term of Office: Expires in 2026 Committee Membership • Audit (Chair) • Compensation • Nominating and Corporate Governance • Disclosure Controls (Chair) |

  13. Director Bios

    | Impact Ms. Denholm brings nearly 30 years of executive leadership experience at both NYSE and Nasdaq listed companies, including significant risk management, financial and accounting expertise, as well as technology leadership experience. Ms. Denholm has extensive knowledge of both the automotive and technology industries, including serving as the Chief Financial Officer and Chief Operations Officer of two technology companies. Career Highlights Ms. Denholm has been Chair of the Board since November 2018. In January 2021, Ms. Denholm joined Blackbird Ventures (“Blackbird”), a venture capital firm, as an Operating Partner, where she works with the founders of later-stage technology companies. In 2024, she transitioned to a role on Blackbird’s board of directors. Ms. Denholm actively champions the Australian technology sector and was the Inaugural Chair of the Technology Council of Australia, and a board member until February 2026. She also sits on the board of three Australian-founded private technology companies. In 2025, Ms. Denholm chaired the Australian government’s Strategic Examination of Research and Development, which published the Ambitious Australia report in 2026. She also founded TreeArc Investment Group in 2021, with a mission to invest in ventures that deliver a positive impact. The firm’s investment portfolio spans environmental, venture capital and community-focused investments, and includes majority ownership in two professional basketball teams, the Sydney Kings and Sydney Flames, and majority ownership of the Women’s National Basketball League in Australia. From January 2017 through June 2019, Ms. Denholm was with Telstra Corporation Limited, a telecommunications company (“Telstra”), where she served as Chief Financial Officer and Head of Strategy from October 2018 through June 2019, and Chief Operations Officer from January 2017 to October 2018. Prior to Telstra, from August 2007 to July 2016, Ms. Denholm was with Juniper Networks, Inc., a manufacturer of networking equipment, serving in executive roles including Executive Vice President, Chief Financial Officer and Chief Operations Officer. Prior to joining Juniper Networks, Ms. Denholm served in various executive roles at Sun Microsystems, Inc. from January 1996 to August 2007. Ms. Denholm also served at Toyota Motor Corporation Australia for seven years and at Arthur Andersen & Company for five years in various finance assignments. Ms. Denholm previously served as a director of ABB Ltd. Ms. Denholm is a Fellow of the Institute of Chartered Accountants of Australia/New Zealand, a member of the Australian Institute of Company Directors, and holds a Bachelor’s degree in Economics from the University of Sydney and a Master’s degree in Commerce and a Doctor of Business Administration (honoris causa) from the University of New South Wales. |

  14. Director Bios

    | IRA EHRENPREIS Age: 57 Director Since: 2007 Term of Office: Expires in 2028 Committee Membership • Compensation (Chair) • Nominating and Corporate Governance (Chair) |

  15. Director Bios

    | Impact Mr. Ehrenpreis is an acknowledged leader in the energy, technology, impact and venture capital industries, where he serves on several industry boards, and brings valuable insights in corporate governance, strategic growth and shareholder values. Mr. Ehrenpreis’ tenure on Tesla’s Board also provides the Company with stability and experience as it navigates through different challenges. Career Highlights Mr. Ehrenpreis has been a venture capitalist since 1996. He is a founder and managing member of DBL Partners, a leading impact investing venture capital firm formed in 2015. Previously, he led the Energy Innovation practice at Technology Partners. Mr. Ehrenpreis has served on the board and Executive Committee, including as Annual Meeting Chairman of the National Venture Capital Association (NVCA). Mr. Ehrenpreis currently serves as the Chairman of the VCNetwork, the largest and most active California venture capital organization, and as the President of the Western Association of Venture Capitalists (WAVC), the oldest venture capital organization in California. Mr. Ehrenpreis is also deeply involved in the energy technology sector. He currently serves on the National Renewable Energy Laboratory (NREL) Advisory Council, the University of Texas at Austin Energy Institute Advisory Board, and the Stanford Precourt Institute for Energy Advisory Council, and has served on the advisory boards of many industry groups, including the American Council on Renewable Energy, the Cleantech Venture Network (Past Chairman of Advisory Board) and the Stanford Global Climate and Energy Project (GCEP). He was also Chairman of the Clean-Tech Investor Summit for nine years. Mr. Ehrenpreis served for years as the Chairman of the Silicon Valley Innovation & Entrepreneurship Forum (SVIEF) and on the Advisory Board of the Forum for Women Entrepreneurs (FWE). Mr. Ehrenpreis is an inductee of the International Green Industry Hall of Fame. In 2018, the National Venture Capital Association awarded Mr. Ehrenpreis with the industry’s “Outstanding Service Award” for career contributions to the venture capital industry. In 2023, the Japan Society of Northern California honored Mr. Ehrenpreis with its 2023 Visionary Award for his “Pioneering Leadership in Impact Investing and the Global Sustainability Community.” Mr. Ehrenpreis was awarded the 2018 NACD Directorship 100 for his influential leadership in the boardroom and corporate governance community. Mr. Ehrenpreis has served on the board of directors of SpaceX since February 2026. Mr. Ehrenpreis holds a B.A. from the University of California, Los Angeles and a J.D. and M.B.A. from Stanford University. |

  16. Director Bios

    | JOE GEBBIA Age: 45 Director Since: 2022 Term of Office: Expires in 2028 Committee Membership • Audit |

  17. Director Bios

    | Impact Mr. Gebbia has valuable experience derived from founding and leading a global public company. The Board benefits from his entrepreneurial background, as well as his experience in design, innovation, brand development and management of complex regulatory environments. Career Highlights Mr. Gebbia co-founded Airbnb, Inc. in 2008 and has served on Airbnb’s board of directors since 2009. In 2022, Mr. Gebbia launched Samara, which produces fully customized, factory-made homes designed to create rental income, house family members, support work from home, or be bundled together to form new types of housing communities. Mr. Gebbia received dual degrees in Graphic Design and Industrial Design from the Rhode Island School of Design. In August 2025, Mr. Gebbia was named the U.S.’s first Chief Design Officer and now spearheads the new National Design Studio to work on a Presidential initiative called “America by Design” to modernize the digital interfaces that serve everyday citizens. Mr. Gebbia is a sought-after speaker on design and entrepreneurship. He was named to the Texas Business Hall of Fame, and across his career, his work has been seen in thousands of press articles worldwide, including personal distinctions such as Inc. Magazine’s Thirty-under-Thirty, Fortune’s Forty-under-Forty, and one of Fast Company’s Most Creative People. |

  18. Director Bios

    | JACK HARTUNG Age: 69 Director Since: 2025 Term of Office: Expires in 2027 Committee Membership • Audit |

  19. Director Bios

    | Impact Mr. Hartung brings a proven track record of executive leadership, with experience overseeing financial and reporting functions at multiple public companies. Mr. Hartung also provides valuable experience in the areas of business transformation and customer engagement. Career Highlights Mr. Hartung most recently served as a senior advisor at Chipotle Mexican Grill, Inc. (“Chipotle”) until his retirement in March 2026, and was President and Chief Strategy Officer of Chipotle from October 2024 to May 2025. Mr. Hartung joined Chipotle in 2002 and held various roles, including Chief Financial and Administrative Officer, where he was responsible for all finance and accounting functions as well as supply chain, strategy, real estate and development, and safety and asset protection. Prior to Chipotle, he spent 18 years at McDonald’s Corp., where he held a variety of management positions, most recently as Vice President and Chief Financial Officer of its Partner Brands Group. Mr. Hartung has served on the boards of directors of The Honest Company, Inc. since May 2022, Portillo’s Inc. since January 2025, and Wonder Group, Inc. since May 2026. He has also served on the board of ZocDoc, Inc. since January 2022. Mr. Hartung has a Bachelor of Science degree in Accounting and Economics and an MBA from Illinois State University and is a Certified Public Accountant and Certified Management Accountant (both not currently practicing). |

  20. Director Bios

    | JAMES MURDOCH Age: 53 Director Since: 2017 Term of Office: Expires in 2027 Committee Membership • Audit • Nominating and Corporate Governance • Disclosure Controls |

  21. Director Bios

    | Impact Mr. Murdoch brings to the Board his decades of executive and board experience across numerous companies. Tesla’s Board benefits from his extensive knowledge of international markets and strategies and experience with the adoption of new technologies. Career Highlights Mr. Murdoch has been the Chief Executive Officer of Lupa Systems, a private holding company that he founded, since March 2019. Previously, Mr. Murdoch held a number of leadership roles at Twenty-First Century Fox, Inc., a media company (“21CF”), over two decades, including its Chief Executive Officer from 2015 to March 2019, its Co-Chief Operating Officer from 2014 to 2015, its Deputy Chief Operating Officer and Chairman and Chief Executive Officer, International from 2011 to 2014 and its Chairman and Chief Executive, Europe and Asia from 2007 to 2011. Previously, he served as the Chief Executive Officer of Sky plc from 2003 to 2007, and as the Chairman and Chief Executive Officer of STAR Group Limited, a subsidiary of 21CF, from 2000 to 2003. Mr. Murdoch formerly served on the board of News Corporation from 2013 to 2020. In addition, he has served on the boards of 21CF, Sky plc, GlaxoSmithKline plc and Sotheby’s. |

  22. Director Bios

    | KIMBAL MUSK Age: 54 Director Since: 2004 Term of Office: Expires in 2027 |

  23. Director Bios

    | Impact Mr. Kimbal Musk has extensive senior leadership business experience in the technology, retail and consumer markets, and a robust understanding of mission-driven ventures. Mr. Kimbal Musk also provides valuable expertise based on his experience on the Tesla Board and is able to apply his unique understanding of the business to the strategy and execution of the Company. Career Highlights Mr. Kimbal Musk is co-founder and Executive Chairman of The Kitchen Restaurant Group, a growing family of businesses with the goal of providing all Americans with access to real food that was founded in 2004. From 2010 to 2025, Mr. Kimbal Musk was the Executive Director of Big Green (formerly The Kitchen Community), a non-profit organization that creates learning gardens in schools across the United States. Mr. Kimbal Musk also co-founded Square Roots, an urban farming company growing fresh, local greens in climate-controlled, AI-equipped shipping containers, in 2016, and serves as its Chairman. In 2022, Mr. Kimbal Musk founded Nova Sky Stories, with a mission to empower producers and artists to bring art to the skies with drone light shows, and serves as its Chief Executive Officer. Previously, Mr. Kimbal Musk was a co-founder of Zip2 Corporation, a provider of Internet enterprise software and services, which was acquired by Compaq in March 1999. In 2006, Mr. Kimbal Musk became CEO of OneRiot, a real-time search engine that was acquired by Walmart in 2011. In addition, Mr. Kimbal Musk has served on the boards of SpaceX and Chipotle. Mr. Kimbal Musk holds a B. Comm. in Business from Queen’s University and is a graduate of The French Culinary Institute in New York City. |

  24. Director Bios

    | JB STRAUBEL Age: 50 Director Since: 2023 Term of Office: Expires in 2026 |

  25. Director Bios

    | Impact As a co-founder and one of the key members of Tesla’s leadership team for over a decade, Mr. Straubel brings extensive operational experience and in-house knowledge of Tesla’s technology, research and development and business management. Mr. Straubel also provides valuable expertise in the areas of cleantech and batteries. Career Highlights Mr. Straubel is the Founder and Chief Executive Officer of Redwood Materials Inc., a Nevada-based company (“Redwood”) working to drive down the costs and environmental footprint of lithium-ion batteries by offering large-scale sources of domestic anode and cathode materials produced from recycled batteries. Mr. Straubel also co-founded and served as the Chief Technology Officer of Tesla from May 2005 to July 2019. Mr. Straubel previously served on the board of SolarCity and as a member of its Nominating and Corporate Governance Committee from August 2006 until its acquisition by Tesla in November 2016. Mr. Straubel has served on the board of directors of Crusoe since September 2026, and QuantumScape from 2020 to 2026. Mr. Straubel holds a B.S. in Energy Systems Engineering and an M.S. in Engineering, with an emphasis on energy conversion, from Stanford University. |

  26. Director Bios

    | KATHLEEN WILSON-THOMPSON Age: 69 Director Since: 2018 Term of Office: Expires in 2028 Committee Membership • Compensation • Nominating and Corporate Governance • Disclosure Controls |

  27. Director Bios

    | Impact Ms. Wilson-Thompson brings extensive executive and board experience at both consumer-focused and industrial companies. In addition, her expertise in managing human resources, employment law and other operations at mature companies with large workforces provides the Board with valuable insight and advice for workforce management and relations as Tesla continues to expand. Career Highlights Ms. Wilson-Thompson served as Executive Vice President and Global Chief Human Resources Officer of Walgreens Boots Alliance, Inc. (“Walgreens”), a global pharmacy and wellbeing company, from December 2014 until her retirement in January 2021, and previously served as Senior Vice President and Chief Human Resources Officer from January 2010 to December 2014 at Walgreens. Prior to Walgreens, Ms. Wilson-Thompson held various legal and operational roles at The Kellogg Company, a food manufacturing company, from January 1991 to December 2009, including most recently as its Senior Vice President, Global Human Resources. Ms. Wilson-Thompson has served on the board of directors of Wolverine World Wide, Inc. since May 2021 and McKesson Corporation since January 2022. She has also served on the board of directors of Health Care Service Corporation since October 2024. Ms. Wilson-Thompson holds an A.B. in English Literature from the University of Michigan and a J.D. and LL.M. (Corporate and Finance Law) from Wayne State University. |

  28. Summary of the 2025 Executive Compensation Program

    Summary of the 2025 Executive Compensation Program The following is a summary of some of the key points of our 2025 executive compensation program that are subject to this proposal: • Tesla continued to emphasize structuring compensation incentives to reward our NEOs based on performance. Equity awards weighed heavily in our NEOs’ total compensation, including awards that vest upon the achievement of clear and measurable milestones. Since these awards increase in value as our stock price increases (and in the case of stock option awards, have no value unless our stock price increases following their grant), our NEOs’ incentives were closely aligned with the long-term interests of our shareholders. From 2020 to 2025, equity awards granted to our NEOs (other than our Chief Executive Officer) had primarily been in the form of stock options: Xiaotong (Tom) Zhu, our Senior Vice President, APAC and Global Vehicle Manufacturing, received 100% of his equity award in the form of stock option awards upon his promotion to such role in 2023, and Vaibhav Taneja, our Chief Financial Officer, received approximately 80% of his equity award in the form of stock options in 2024, following the 2024 review of our compensation programs and in consideration of his promotion in August 2023 to the role of Chief Financial Officer. As a result, a significant portion of our NEOs’ total compensation was entirely at risk, depending on long-term stock price performance. The 2025 CEO Performance Award, while granted in the form of restricted stock, has elements that also provide that Mr. Musk receives no value unless our stock price increases following grant. Tesla had no cash bonus program for any of our NEOs and generally did not provide any perquisites or tax reimbursements to our NEOs not available to other employees. No NEO currently has any severance or change of control arrangement, other than certain terminations of employment and change of control provisions in the 2025 CEO Performance Award and the Implementation Agreement as described in “Executive Compensation for Fiscal Year 2025 — Potential Payments Upon Termination or Change in Control as of December 31, 2025,” “Executive Compensation for Fiscal Year 2025 — Compensation Discussion and Analysis — Chief Executive Officer Compensation — Equity Compensation — 2025 CEO Performance Award” and “Executive Compensation for Fiscal Year 2025 — Compensation Discussion and Analysis — Chief Executive Officer Compensation — Historical Equity Compensation — 2018 CEO Performance Award.” • Each NEO was employed at will and was expected to demonstrate exceptional personal performance in order to continue serving as a member of the executive team. • Mr. Musk, our Chief Executive Officer, historically earned a base salary that reflected the applicable minimum wage requirements under California law, and he was subject to income taxes based on such base salary. However, he has never accepted his salary. Commencing in May 2019 at Mr. Musk’s request, we eliminated altogether the earning and accrual of this base salary. • Mr. Musk received no compensation in 2025 other than the 2025 CEO Interim Award (as defined and discussed below), which was forfeited in its entirety in 2026, and the 2025 CEO Performance Award. The 2025 CEO Performance Award consists of 12 equal tranches, the shares subject to each of which will become “Earned Shares” only upon the achievement of a market capitalization milestone and one of 12 operational milestones relating to strategic product goals or Adjusted EBITDA. While our shareholders benefit from each incremental increase in Tesla’s performance and stock price, aligning their interests with Mr. Musk’s incentives, the Earned Shares subject to each tranche will vest only upon the full achievement of specific milestones, making it even more challenging for Mr. Musk to realize value from such increases. As of the date of this proxy statement, none of the tranches has become Earned Shares or has vested. Additionally, Mr. Musk must hold the shares for five years after they become Earned Shares, subject to certain limited exceptions. See “Executive Compensation for Fiscal Year 2025 — Compensation Discussion and Analysis — Chief Executive Officer Compensation” below for more details. For detailed information about Tesla’s executive compensation program, see the “Executive Compensation for Fiscal Year 2025” section on page 36 through page 64 below. “Executive Compensation for Fiscal Year 2025 — Compensation Discussion and Analysis — Chief Executive Officer Compensation — Historical Equity Compensation — 2018 CEO Performance Award” on page 46 also discusses the Company’s entry into the Implementation Agreement after the end of the fiscal year (in April 2026), which agreement implemented a process for Mr. Musk’s exercise of the vested stock options under the 10-year performance-based stock option award granted to him in January 2018 (the “2018 CEO Performance Award”), including the imposition of a service-based vesting condition on the shares issued to Mr. Musk upon exercise. Tesla believes that the information provided above and within the “Executive Compensation for Fiscal Year 2025” section of this proxy statement (on page 36 through page 64 below) demonstrates that Tesla’s executive compensation program for fiscal year 2025 was designed appropriately and aligned management’s interests with our shareholders’ interests to support long-term value creation.

  29. ROBYN DENHOLM

    | Primary Responsibilities Compensation • Overseeing and recommending Tesla’s global compensation philosophy and policies, plans and benefit programs and making related recommendations to the Board, including by considering “say-on-pay” votes of Tesla’s shareholders • Reviewing and approving for Tesla’s executive officers: annual base salary, equity compensation, employment agreements, severance arrangements and change in control arrangements, if applicable, and any other compensation, benefits or arrangements • Administering the compensation of members of the Board and Tesla’s equity compensation plans • Overseeing the administration of Tesla’s compensation recovery (“clawback”) policy • Conducting an annual review and assessment of all compensation paid by Tesla to non-employee directors • Engaging an independent compensation consultant to advise the Committee in connection with the annual review and assessment of compensation of non-employee directors • Recommending, based on such annual review and assessment, the amount and type of compensation payable to non-employee directors Human Capital • Reviewing human capital management practices related to Tesla’s talent generally (including how Tesla recruits, develops and retains talent). For more information on our human capital management practices, including how we invest in our employees’ education and development, recognize and promote achievements and empower our employees to identify improvements, please refer to the People and Community section of our 2025 Impact Report. Reporting • Preparing the compensation committee report included in Tesla’s annual proxy statement • Overseeing the preparation of annual disclosure regarding non-employee director compensation Independence Each member of the Compensation Committee qualifies as an independent director under the listing standards of Nasdaq and applicable laws. Meetings The Compensation Committee met four times in 2025. Charter The Compensation Committee has adopted a written charter approved by the Board, which is available on Tesla’s website at: http://ir.tesla.com/corporate. Report The Compensation Committee Report is included in this proxy statement on page 49. |

  30. Prohibition of Equity Award Repricing

    Prohibition of Equity Award Repricing Tesla views equity-based compensation to be a key factor in incentivizing the future performance of our personnel. Consequently, the amended and restated 2019 Equity Incentive Plan of Tesla, Inc. (“A&R 2019 Equity Incentive Plan”) provides, and Tesla’s previous 2010 Equity Incentive Plan provided, that stock options and other equity awards issued under these plans that derive their value from the appreciation of the value of Tesla’s stock may not be exchanged for other awards, repurchased for cash or otherwise be made the subject of transactions that have the purpose or effect of repricing such awards. The A&R 2019 Equity Incentive Plan prohibits repricing.

  31. Compensation Philosophy

    Compensation Philosophy Our mission is building a world of amazing abundance. This is a long-term mission, and our compensation programs reflect this — and our startup origins — in that they consist primarily of salary or wages and equity awards. Whereas salary or wages are intended to meet our employees’ near-term liquidity needs, we believe that equity awards are an effective tool for retaining employees long-term and incentivizing performance, as they vest incrementally over a period of time or upon the achievement of specified performance milestones designed to be achieved over the medium and long term. During periods in which our stock price and the underlying value of equity awards increase, their retention impact is even greater. We believe that the potential for such increases also creates an ownership culture that promotes holding equity, which in turn aligns the interests of our employees with the long-term interests of our shareholders. This compensation philosophy also allows our employees to grow their skill sets and contributions consistent with our long-term mission. For these reasons, our goal is to provide employees with the opportunity to participate in our equity programs, with certain cash-based bonus programs serving generally to accommodate specific incentive structures or liquidity needs. For more information on the impact equity ownership has had on our employees, please refer to the People and Community of our 2025 Impact Report. In light of these considerations, we generally do not make annual grants of equity awards to our senior executives, including our NEOs, and instead grant equity awards from time to time based upon individual roles and contributions and the retentive impact of currently outstanding equity awards. By combining salary or wages with our equity award program, we strive to offer a total level of compensation that is competitive for specific roles within particular geographical markets. In particular, we believe that compensation for the individuals who are responsible for Tesla’s strategic direction and operations (including those below the executive level as discussed below) should motivate them to achieve sustainable shareholder value and/or tangible milestones rather than to simply remain at Tesla or maintain the status quo. When grants are made to executive officers (other than our Chief Executive Officer), those grants generally comprise stock option awards, which have no intrinsic value at grant and accumulate value, if at all, only to the extent that our stock price increases following their grant and such stock options are exercised. Prior to 2025, grants to our Chief Executive Officer were in the form of stock options. Equity awards granted to our Chief Executive Officer in 2025 are discussed in “Executive Compensation for Fiscal Year 2025 — Compensation Discussion and Analysis — Chief Executive Officer Compensation” below. In addition, because equity awards comprise a greater proportion of our executive officers’ total level of compensation compared to comparable roles at peer companies, a sustained decrease in our stock price or failure to achieve the applicable operational milestones may result in a level of total compensation that is significantly less than that of such peer roles. Likewise, our outside director compensation program has been comprised primarily of equity awards that are entirely in the form of stock option awards, as well as relatively modest cash retainer payments that may be waived at the election of each director. Each director determined to forgo all equity and cash retainer payments for 2025, as they have done since 2021.

  32. Performance Equity Awards

    Performance Equity Awards As discussed, we are committed to a pay for performance culture where we believe that key employees, whether at the Chief Executive Officer level, executive level or below the executive level, should be incentivized to drive sustainable shareholder value through the achievement of tangible operational milestones that meaningfully advance Tesla’s business. • Performance Equity Awards to Executives with Operational Goals In 2012, we proposed the first CEO Performance Award, which aligned compensation incentives with measurable company performance tied to our core company goals. We continued that approach in 2018 and again in 2025 where we established ambitious milestones that only reward the recipient when the Company achieves both market capitalization and operational goals. Shareholders were rewarded with extraordinary performance when those goals were not only accomplished, but in a timeframe sooner than required. Other executives apart from our Chief Executive Officer have also been incentivized through equity awards tied to the achievement of certain operational goals. • Performance Equity Awards to Non-Executives with Operational Goals In keeping with this pay for performance philosophy, while we offer to our general employee population time-vesting equity awards, we also grant from time to time equity awards to non-executive key employees that are earned solely based on the achievement of specified operational milestones. These operational milestones are designed as meaningful indicators of Tesla’s success, which drive shareholder growth while remaining tied to the employee’s particular ability to contribute directly to their achievement. Certain examples of these goals tied to our strategic priorities include but are not limited to: The development and expansion of our FSD (Supervised) technology and Robotaxi service; • Optimus production and deployment; • Advancements in battery engineering technology and production efficiency; • Energy charging and storage technology and production; and • Semi production and fleet services. By linking compensation to measurable individualized and team results, this approach incentivizes and rewards our employees for driving outcomes in critical initiatives that also serve shareholder interests. • Equity Awards to Other Employees For our broader employee population, we have also introduced programs which included, among others, awards which vested based on the Company achieving certain financial milestones, and award multipliers for hourly employees tied to Company vehicle deliveries and energy deployments. In this way, our compensation programs are designed to pay for performance at every level of the Company. We evaluate our compensation philosophy and programs regularly and evolve them as circumstances merit with oversight by the Compensation Committee (and, as appropriate, a special committee of the Board of Directors), particularly with respect to executive and director compensation. For example, if our stock price experiences significant movement over a short period of time that results in a persistent change to equity compensation, certain adjustments may be considered to align our compensation programs to their intended purposes.

  33. Role of Compensation Consultants for 2025 Executive Compensation

    Role of Compensation Consultants for 2025 Executive Compensation The Compensation Committee has the authority to engage, and has from time to time engaged, the services of outside consultants to assist in making decisions regarding the establishment of Tesla’s compensation philosophy and programs, including for executives and directors. In addition, in 2025, Compensia, Inc., a national consulting firm (“Compensia”), was retained as a compensation consultant to advise the Special Committee with respect to the performance-based restricted stock award granted to Elon Musk in September 2025 (the “2025 CEO Performance Award”).

  34. 2025 Equity-Based Incentives

    2025 Equity-Based Incentives Our equity award program is the primary vehicle for offering long-term incentives to our NEOs. The equity awards we have historically granted and currently grant to individuals other than our Chief Executive Officer are options to purchase shares of our common stock and restricted stock unit awards that are settled in shares of our common stock upon vesting. We have granted to our NEOs both awards that vest over a long-term period and awards that vest only upon the achievement of specified Tesla performance milestones, in each case subject to continued service. We emphasize the grant of stock option awards for our NEOs, which have value only to the extent, if any, that our stock price increases following their grant. Accordingly, since 2020, equity awards granted to our NEOs (other than our Chief Executive Officer) have primarily been in the form of stock options: Mr. Zhu, our Senior Vice President, APAC and Global Vehicle Manufacturing, received 100% of his equity award as stock options upon his promotion to Senior Vice President in 2023, and Mr. Taneja, our Chief Financial Officer, received approximately 80% of his equity award as stock options in 2024. As a result, a significant portion of our NEOs’ total compensation is entirely at risk, depending on long-term stock price performance. Prior to 2025, grants to our Chief Executive Officer were in the form of stock option awards. Equity awards granted to our Chief Executive Officer in 2025 are discussed in “Executive Compensation for Fiscal Year 2025 — Compensation Discussion and Analysis — Chief Executive Officer Compensation” below. While we strive to offer a total level of compensation that is competitive within specific roles and geographical markets, we do not have a rigid set of criteria for granting equity awards; instead, the Compensation Committee exercises its judgment and discretion, in consultation with our Chief Executive Officer and, from time to time, a compensation consultant (other than with respect to decisions pertaining to the Chief Executive Officer’s compensation). To determine the form and amount of equity awards previously granted to NEOs, the Compensation Committee considers, among other things, the role and responsibility of the NEO, competitive market factors, equity awards previously granted to the NEO, the impact of any dramatic changes in our stock price over a short period of time and the cash-based compensation received by the NEO. We generally grant one-time new hire equity awards to our employees, including executives, upon their commencement of employment with us, or upon their promotion to a new position. Additionally, as part of our ongoing executive compensation review and alignment process, we have periodically granted additional equity awards to our executives. The Compensation Committee meets periodically, including to approve equity award grants to our executives from time to time. In addition, the Special Committee is responsible for evaluating and recommending to the Board the methods for incentivizing and retaining our Chief Executive Officer. We do not have, nor do we plan to establish, any program, plan or practice to time equity award grants in coordination with releasing material non-public information, and the Compensation Committee does not take material non-public information into account when determining the timing and terms of equity awards. Tesla has not timed the disclosure of material non-public information to affect the value of executive compensation. During 2025, there were no stock options granted to any NEO within four business days preceding, or within one business day after, the filing of any report on Forms 10-K, 10-Q or 8-K that discloses material non-public information.

  35. Severance and Change in Control Benefits

    Severance and Change in Control Benefits No NEO has a severance or change in control arrangement with Tesla, other than certain terminations of employment and change of control provisions in the 2025 CEO Performance Award and, prior to its forfeiture in its entirety in April 2026, in the 2025 CEO Interim Award, as described in “Executive Compensation for Fiscal Year 2025 — Potential Payments Upon Termination or Change in Control as of December 31, 2025,” “Executive Compensation for Fiscal Year 2025 — Compensation Discussion and Analysis — Chief Executive Officer Compensation — Equity Compensation — 2025 CEO Performance Award” and “Executive Compensation for Fiscal Year 2025 — Compensation Discussion and Analysis — Chief Executive Officer Compensation — Equity Compensation — 2025 CEO Interim Award” below. In addition, the Implementation Agreement, which was entered into in April 2026, as described in “Executive Compensation for Fiscal Year 2025 — Compensation Discussion and Analysis — Chief Executive Officer Compensation — Historical Equity Compensation — 2018 CEO Performance Award,” includes provisions for vesting in connection with certain terminations of employment and change in control.

  36. Bonus

    Bonus We do not currently have, or plan to enter into, any specific arrangements with our NEOs providing for cash-based bonus awards, and historically we have rarely entered into such arrangements.

  37. Non-Equity Incentive Plan Compensation

    Non-Equity Incentive Plan Compensation We did not provide any non-equity incentive plan compensation to any of our NEOs in 2025, and we do not currently have, or plan to enter into, any specific arrangements with our NEOs providing for non-equity incentive plan compensation.

  38. Overview

    Overview Historically, in developing compensation recommendations for our Chief Executive Officer, the Compensation Committee and Special Committee, as applicable, have sought both to appropriately reward our Chief Executive Officer’s previous and current contributions and to create incentives for our Chief Executive Officer to continue to contribute significantly to successful results in the future. Each of the 2025 CEO Performance Award, the 2018 CEO Performance Award and the performance-based stock option award granted to our Chief Executive Officer in August 2012 (the “2012 CEO Performance Award”) incentivized future performance when granted. The grant of restricted stock to Mr. Musk in August 2025 (“2025 CEO Interim Award”) was intended to retain him in recognition of his inability to exercise the fully earned 2018 CEO Performance Award due to the ongoing litigation then pending before the Delaware Supreme Court (together with its constituent and related litigation, “Tornetta”). Following the Delaware Supreme Court’s reinstatement of the 2018 CEO Performance Award, the 2025 CEO Interim Award was forfeited in its entirety in April 2026, as discussed in “Executive Compensation For Fiscal Year 2025 — Compensation Discussion and Analysis — Chief Executive Officer Compensation — Equity Compensation — 2025 CEO Interim Award” below. In addition to serving as our Chief Executive Officer since October 2008, Mr. Musk has contributed significantly and actively to us since our earliest days in April 2004 by recruiting executives and engineers, contributing to our position as a multi-sector innovator in SI, robotics, vehicle engineering and design, raising capital for us, bringing investors to us and raising our public awareness.

  39. Equity Compensation

    Equity Compensation

  40. 2025 CEO Interim Award

    2025 CEO Interim Award The Special Committee recognized the lack of meaningful compensation for Mr. Musk since the 2012 CEO Performance Award was last earned in 2017 as well as the continued uncertainty around a resolution in Tornetta and its impact on Mr. Musk’s ability to exercise the 2018 CEO Performance Award, and the Special Committee assessed the possibility of a good-faith payment in recognition of his accomplishments and to honor Tesla’s compensation promises. The Special Committee designed the 2025 CEO Interim Award to allow Tesla to immediately deliver the voting influence that Mr. Musk had stated that he desired, while requiring Mr. Musk to remain in a leadership role at Tesla over a two-year vesting period in order to maintain both the voting influence and the economics associated with the 2025 CEO Interim Award. The Special Committee ultimately determined that retaining and incentivizing Mr. Musk was of paramount importance to Tesla’s future and recommended that the Board of Directors approve the 2025 CEO Interim Award. On August 3, 2025, the Board of Directors approved an award of 96,000,000 shares of restricted stock to Mr. Musk under the Company’s A&R 2019 Equity Incentive Plan. The 2025 CEO Interim Award was scheduled to vest upon the second anniversary of August 3, 2025, subject to Mr. Musk remaining in continuous service as CEO or as an executive officer responsible for product development or operations (as approved by the Board’s disinterested directors) through such second anniversary. The 2025 CEO Interim Award also would have vested on an accelerated basis if Mr. Musk was serving either as our CEO or as an executive officer responsible for product development or operations upon a change in control or his death. However, the 2025 CEO Interim Award would be immediately forfeited and returned to the Company if, prior to vesting, there was a final, non-appealable judgment, order or decision of the Delaware courts with respect to the action captioned Tornetta v. Elon Musk et al., C.A. No. 2018-0408-KSJM (Del. Ch.), or any pending or future appeal, including In re Tesla, Inc. Derivative Litigation, Nos. 10, 2025, 11, 2025 (Del.) (a “Tornetta Decision Event”) that resulted in Mr. Musk becoming able to exercise in full the 2018 CEO Performance Award. Following the Delaware Supreme Court’s reinstatement of the 2018 CEO Performance Award on December 19, 2025, reversing the Delaware Court of Chancery (the “Court of Chancery”) decision purporting to rescind the 2018 CEO Performance Award and the Court of Chancery’s final order on March 18, 2026 implementing such reversal, on April 21, 2026, the disinterested directors of the Board (with Mr. Musk and Mr. Kimbal Musk recused), acting as administrator of the 2025 CEO Interim Award, approved the determination that the final order and judgment allowing Mr. Musk to exercise the 2018 CEO Performance Award in full constituted a Tornetta Decision Event, resulting in the forfeiture of the 2025 CEO Interim Award by Mr. Musk on April 21, 2026.

  41. Historical Equity Compensation

    Historical Equity Compensation Prior to the stock option awards granted in December 2009, Mr. Musk did not receive any equity compensation for his services for a period of five years. In 2010 and 2011, Mr. Musk did not receive any equity grants, because the Compensation Committee believed his grants made in December 2009 already provided sufficient motivation for Mr. Musk to perform his duties as Chief Executive Officer. In August 2012, to create incentives for continued long-term success from the then-recently launched Model S program as well as from Tesla’s then-planned Model X and Model 3 programs, and to further align executive compensation with increases in shareholder value, the Board granted to Mr. Musk the 2012 CEO Performance Award, comprised of a stock option award to purchase 79,123,515 shares (as adjusted for the 2020 Stock Split and 2022 Stock Split) of Tesla’s common stock, representing 5% of Tesla’s total issued and outstanding shares at the time of grant. The 2012 CEO Performance Award consisted of 10 equal vesting tranches, each requiring that Tesla meet a combination of (i) the achievement of a specified operational milestone relating to development of Model X or Model 3, aggregate vehicle production or a gross margin target and (ii) a sustained incremental $4 billion increase in Tesla’s market capitalization from $3.2 billion, Tesla’s market capitalization at the time of grant. Prior to the expiration of the 2012 CEO Performance Award in 2022, the market capitalization conditions for all of the 10 vesting tranches and nine of the 10 operational milestones had been achieved, and nine of the 10 tranches had vested. Prior to 2018, the only additional equity awards received by Mr. Musk related to certain immaterial awards granted during 2013 pursuant to a patent incentive program that was available to our employees generally.

  42. 2018 CEO Performance Award

    2018 CEO Performance Award In January 2018, the Board of Directors granted a 10-year maximum term stock option to purchase 303,960,630 shares (as adjusted for the 2020 Stock Split and 2022 Stock Split) of Tesla’s common stock. The 2018 CEO Performance Award was divided equally among 12 separate tranches that were each equivalent to 1% of the issued and outstanding shares of Tesla’s common stock at the time of grant. Each of the 12 tranches of the 2018 CEO Performance Award vested upon certification by the Board that both (i) the market capitalization milestone for such tranche, which began at $100 billion for the first tranche and increased by increments of $50 billion thereafter, and (ii) the achievement of specified operational milestones relating to profitability, were met. All of the milestones were achieved in the lifetime of the award. On April 21, 2026, the Board approved the Company’s entry into an agreement with Mr. Musk (the “Implementation Agreement”) implementing a process for Mr. Musk’s exercise of the 2018 CEO Performance Award. The Implementation Agreement focuses on retaining Mr. Musk’s continued services by imposing a service-based vesting condition on the restricted shares of common stock issued to Mr. Musk upon exercise of the 2018 CEO Performance Award, requiring him to remain in continuous service as CEO or as an executive officer responsible for product development or operations (as approved by the Board’s disinterested directors) through January 19, 2028 and commences the 2018 CEO Performance Award’s five-year holding period on the vesting date (rather than upon exercise of such award). The restricted shares will vest on an accelerated basis if Mr. Musk is serving either as our CEO or as an executive officer responsible for product development or operations upon a change in control, or upon his death, disability or termination without cause. The Implementation Agreement also provided that Mr. Musk could satisfy the exercise price of the 2018 CEO Performance Award by electing net settlement by the Company or paying cash and provides for cooperation between the Company and Mr. Musk to create a mutually agreeable plan to address Mr. Musk’s satisfaction of applicable tax obligations. On June 16, 2026, Mr. Musk exercised all 303,960,630 options and elected to net-settle the exercise price, pursuant to which the Company withheld 17,531,857 shares. The remaining 286,428,773 restricted shares issued upon exercise are scheduled to vest on January 19, 2028, subject to Mr. Musk’s satisfaction of the service-based vesting condition discussed above.

  43. Realized Compensation

    Realized Compensation For purposes of the table set forth under the caption “Executive Compensation for Fiscal Year 2025 — 2025 Summary Compensation Table” below, we are required to report pursuant to applicable SEC rules any equity award grants to Mr. Musk at values determined as of their respective grant dates and which are driven by certain assumptions prescribed by Financial Accounting Standards Board Accounting Standards Codification Topic 718, “Compensation — Stock Compensation” (“ASC Topic 718”). Moreover, we are required to report in “Executive Compensation for Fiscal Year 2025 — 2025 Pay Ratio Disclosure” below (i) Mr. Musk’s annual total compensation, (ii) the median of the annual total compensation of all Tesla employees qualifying for this analysis, other than Mr. Musk, in each case calculated pursuant to the methodology used for the table under “Executive Compensation for Fiscal Year 2025 — 2025 Summary Compensation Table” and (iii) the ratio of the former to the latter. In addition, we are required to report in “Executive Compensation for Fiscal Year 2025 — 2025 Option Exercises and Stock Vested” below an amount for the “value realized” upon (i) any exercise by Mr. Musk of a stock option, which is based on the difference between the market price of the underlying shares at the time of exercise and the exercise price of the stock option and (ii) any vesting of a restricted stock or restricted stock unit award, based on the market price of the award at the time of vesting. Such amount is required to be reported even if Mr. Musk does not actually receive any cash from such exercise or vesting, either because he does not also sell any shares or because he sells only a number of shares sufficient to cover the related tax liabilities resulting from the exercise or vesting. As a result, there may be a significant disconnect between what is reported as compensation for Mr. Musk in a given year in such sections and the value actually realized as compensation in that year or over a period of time. Moreover, the vast majority of compensation in respect of past equity award grants to Mr. Musk, including the 2012 CEO Performance Award, the 2018 CEO Performance Award and the 2025 CEO Performance Award, was structured to be incentives for future performance with their value realizable only if Tesla’s stock price appreciated compared to the dates of the grants, and if the Company achieved applicable vesting requirements. To supplement the disclosures in “Executive Compensation for Fiscal Year 2025 — 2025 Summary Compensation Table,” “Executive Compensation for Fiscal Year 2025 — 2025 Pay Ratio Disclosure” and “Executive Compensation for Fiscal Year 2025 — 2025 Option Exercises and Stock Vested” below, we have included the following table, which shows the total realized compensation of Mr. Musk for the last three fiscal years, as well as the ratio of Mr. Musk’s realized compensation to the median of the annual total compensation of all other Tesla employees qualifying for this analysis as reported under “Executive Compensation for Fiscal Year 2025 — 2025 Pay Ratio Disclosure.” Realized compensation is not a substitute for reported compensation in evaluating our compensation structure, but we believe that realized compensation is an important factor in understanding that the value of compensation that Mr. Musk ultimately realizes is dependent on a number of additional factors, including: (i) the vesting of certain of his option awards only upon the successful achievement of a number of market capitalization increase and operational milestone targets; (ii) the fact that Mr. Musk does not receive any cash if he does not actually sell shares and thereby reduce his investment in us, and he does not receive any cash to the extent that he sells only shares sufficient to cover income taxes with respect to his awards (including stock options exercised solely to avoid their expiration in accordance with their terms); and (iii) the then-current market value of our common stock at the times at which Mr. Musk may elect to actually sell his shares.

  44. Realized Compensation

    (1) “Total CEO realized compensation” for a given year is defined as (i) the amounts reported for Mr. Musk in “Executive Compensation for Fiscal Year 2025 — 2025 Summary Compensation Table” below under the columns “Salary,” “Bonus,” “Non-Equity Incentive Plan Compensation” and “All Other Compensation,” plus (ii) with respect to any stock option exercised by Mr. Musk in such year in connection with which shares of stock were also sold other than to satisfy any resulting tax liability, the difference between the market price of such shares at the time of exercise and the applicable exercise price of the option, plus (iii) with respect to any restricted stock unit vested by Mr. Musk in such year in connection with which shares of stock were also sold other than automatic sales to satisfy any withholding obligations related to such vesting, the market price of such shares at the time of vesting, plus (iv) any cash actually received by Mr. Musk in respect of any shares sold to cover tax liabilities as described in (ii) and (iii) above, following the payment of such tax liabilities. (2) Includes $132,298,849,867, the maximum grant date fair value attributed to the 2025 CEO Performance Award (assuming all performance conditions will be achieved), and $26,060,160,000, the grant date fair value attributed to the 2025 CEO Interim Award, which was forfeited in its entirety in April 2026. Any shares that vest under the 2025 CEO Performance Award will be offset by a number of shares equal to $334.09 per vested share, unless Mr. Musk elects to pay such offset amount in cash. Mr. Musk would have paid a purchase price of $23.34 per share of restricted stock that vested under the 2025 CEO Interim Award. The 2025 CEO Performance Award is discussed in “Chief Executive Officer Compensation — Equity Compensation — 2025 CEO Performance Award” above. Reflects the exercise of vested stock options granted as part of a company-wide patent incentive program that were scheduled to expire in 2023. Mr. Musk paid the exercise price and applicable taxes in cash, and did not sell any of the resulting shares.

  45. Tax and Accounting Considerations

    Tax and Accounting Considerations Sections 280G and 409A. We have not provided or committed to provide any executive officer or director with a gross-up or other reimbursement for tax amounts the executive might pay pursuant to Section 280G or Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”). Section 280G and related Code sections provide that executive officers, directors who hold significant shareholder interests and certain other service providers could be subject to significant additional excise taxes if they receive payments or benefits in connection with a change in control of Tesla that exceeds certain limits, and that we or our successor could lose a deduction on the amounts subject to the additional tax. Section 409A also imposes additional significant taxes on the individual in the event that an executive officer, director or service provider of certain types receives “deferred compensation” that does not meet the requirements of Section 409A. Tax Deduction Limit. Section 162(m) of the Code generally disallows a tax deduction to public corporations for compensation greater than $1,000,000 paid in any fiscal year to certain executive officers. The Compensation Committee has not adopted a formal policy regarding tax deductibility of compensation paid to our executive officers and reserves the right to pay compensation that may not be deductible to Tesla if it determines that doing so would be in the best interests of Tesla. Accounting Implications. We follow ASC Topic 718 for our stock-based compensation awards. ASC Topic 718 requires companies to measure the compensation expense for all stock-based compensation awards made to employees and directors based on the grant date “fair value” of these awards. This calculation is performed for accounting purposes and reported in the compensation tables below, even though our NEOs may never realize any value from their awards. ASC Topic 718 also requires companies to recognize the compensation cost of their stock-based compensation awards in their income statements over the period that an executive officer is required to render service in exchange for the option or other award.

  46. Other Information

    | Name and Principal Position | Year | Salary ($) | Bonus ($) | Stock Awards ($)(1) | Option Awards ($)(2) | Non-Equity Incentive Plan Compensation ($) | All Other Compensation ($) | Total ($) | | Elon Musk Technoking of Tesla and Chief Executive Officer | 2025 | — | — | 158,359,009,867(3) | — | — | — | 158,359,009,867 | | | 2024 | — | — | — | — | — | — | — | | | 2023 | — | — | — | — | — | — | — | | Vaibhav Taneja Chief Financial Officer | 2025 | 400,000 | — | — | — | — | 3,000(4) | 403,000 | | | 2024 | 303,846 | — | 26,136,809 | 113,029,280 | — | 3,000 | 139,472,935 | | | 2023 | 275,000 | — | — | — | — | 3,000 | 278,000 | | Tom Zhu SVP, APAC and Global Vehicle Manufacturing | 2025 | 364,338 | — | — | — | — | 11,984(5) | 376,322 | | | 2024 | 350,000 | — | — | — | — | 168,250 | 518,250 | | | 2023 | 381,009 | — | — | 31,641,961 | — | 545,868 | 32,568,838 |

  47. Other Information

    | Year | Summary Compensation Table Total for CEO (in millions) ($)(1) | Compensation Actually Paid to CEO (in millions) ($)(2) | Average Summary Compensation Table Total for Non-CEO NEOs (in millions) ($)(3) | Average Compensation Actually Paid to Non-CEO NEOs (in millions) ($)(4) | Value of Initial Fixed $100 Investment Based on: | | Net Income (in millions) ($)(7) | Revenue (in millions) ($)(8) | | | | | | | Tesla Total Shareholder Return ($)(5) | Peer Group Total Shareholder Return ($)(6) | | | | 2025 | 158,359 | 10,370 | 0.4 | 6.8 | 191 | 233 | 3,855 | 94,827 | | 2024 | — | — | 46.7 | 89.3(9) | 172 | 201 | 7,153 | 97,690 | | 2023 | — | 1,403 | 8.4 | 45.8(10) | 106 | 140 | 14,974 | 96,773 | | 2022 | — | (9,703) | 0.3 | (165.3) | 52 | 94 | 12,587 | 81,462 | | 2021 | — | 15,016 | 0.3 | (74.3)(11) | 150 | 146 | 5,644 | 53,823 |

  48. Description of Relationships Between Compensation Actually Paid and Performance

    Description of Relationships Between Compensation Actually Paid and Performance

  49. Relationship Between Compensation Actually Paid to the CEO and Net Income, Revenue and TSR

    Relationship Between Compensation Actually Paid to the CEO and Net Income, Revenue and TSR In 2025, compensation actually paid to the CEO was $10.37 billion, an increase from $0 in 2024. Over this same period, TSR increased by 11.0%, net income decreased by 46.1% and revenue decreased by 2.9%. From 2023 to 2024, compensation actually paid to the CEO decreased by 100.0%. Over this same period, TSR increased by 62.3%, net income decreased by 52.2% and revenue increased by 0.9%. From 2022 to 2023, compensation actually paid to the CEO increased by 114.5%. Over this same period, TSR increased by 103.8%, net income increased by 19.0% and revenue increased by 18.8%. From 2021 to 2022, compensation actually paid to the CEO decreased by 164.6%. Over this same period, TSR decreased by 65.3%, net income increased by 123.0% and revenue increased by 51.4%. As of the end of the 2025 fiscal year, Mr. Musk does not earn a base salary. Mr. Musk received compensation in the form of equity under the 2025 CEO Interim Award and the 2025 CEO Performance Award. See “Executive Compensation for Fiscal Year 2025 — Compensation Discussion and Analysis — Chief Executive Officer Compensation — Equity Compensation” for more information. The earning and vesting of shares under Mr. Musk’s 2025 CEO Performance Award are tied to specific market capitalization and operational milestones focusing on product goals and adjusted EBITDA. The vesting of the 2025 CEO Interim Award was tied to Mr. Musk remaining in continuous service as CEO or as an executive officer responsible for product development or operations (as approved by the Board’s disinterested directors) through the second anniversary of August 3, 2025. However, the compensation actually paid as calculated pursuant to Item 402(v) of Regulation S-K is based on the accounting changes in the fair value of such restricted stock awards, which varies significantly with the performance of our common stock. As the 2025 CEO Performance Award is a performance-based award, only the tranche determined to be probable as of December 31, 2025 was included in Mr. Musk’s compensation actually paid in 2025. Following the Delaware Supreme Court’s reinstatement of the 2018 CEO Performance Award, the 2025 CEO Interim Award was forfeited in its entirety in April 2026 and was not included in the compensation actually paid to Mr. Musk. Thus, because the Company TSR is calculated from the beginning of the earliest year presented, a positive TSR does not necessarily correlate to an increase in compensation actually paid if the increase in TSR is less significant relative to a prior year. While a positive TSR may not align with an increase in compensation actually paid, as further demonstrated by the following graph, any decreases in TSR would align with decreases in compensation actually paid.

  50. Relationship Between Average Compensation Actually Paid to Non-CEO NEOs and Net Income, Revenue and TSR

    Relationship Between Average Compensation Actually Paid to Non-CEO NEOs and Net Income, Revenue and TSR From 2024 to 2025, compensation actually paid to the other NEOs decreased by 92.4%. Over this same period, TSR increased by 11.0%, net income decreased by 46.1% and revenue decreased by 2.9%. From 2023 to 2024, compensation actually paid to the other NEOs increased by 95.0%. Over this same period, TSR increased by 62.3%, net income decreased by 52.2% and revenue increased by 0.9%. From 2022 to 2023, compensation actually paid to the other NEOs increased by 127.7%. Over this same period, TSR increased by 103.8%, net income increased by 19.0%, and revenue increased by 18.8%. From 2021 to 2022, compensation actually paid to the other NEOs decreased by 122.5%. Over this same period, TSR decreased by 65.3%, net income increased by 123.0%, and revenue increased by 51.4%. Though our other NEOs do receive a base salary, a significant portion of their compensation actually paid consists of equity awards. As the compensation actually paid as calculated pursuant to Item 402(v) of Regulation S-K is based on the accounting changes in the fair value of such options and restricted stock units through their vesting dates, the value varies significantly with the performance of our common stock. Thus, because the Company TSR is calculated from the beginning of the earliest year presented, a positive overall TSR does not necessarily correlate to an increase in compensation actually paid if the stock price decreased in a given year. From 2022 to 2023, compensation actually paid to our other NEOs was impacted by Zachary Kirkhorn’s departure in December 2023, which led to certain forfeitures of unvested awards. From 2023 to 2024, the amount of increase in compensation actually paid to other NEOs was affected by Andrew Baglino’s departure in April 2024, which led to certain forfeitures of unvested awards. While a positive TSR may not align with an increase in compensation actually paid, as further demonstrated by the following graph, any decreases in TSR would align with decreases in compensation actually paid.

  51. 2025 Director Compensation Table

    2025 Director Compensation Table The following table provides information concerning the compensation paid by us to each of our non-employee directors who served during any part of fiscal year 2025. Mr. Musk, who is a NEO, does not receive additional compensation for his services as a director. The awards with respect to which values are provided under the column “Option Awards” below are exclusively stock options, which have realizable value only if they vest over time and to the extent, if any, that our stock price exceeds the applicable exercise prices. The values provided below for these awards are based on applicable accounting standards, and do not necessarily reflect the actual amounts realized or realizable pursuant to the underlying stock options.

  52. 2025 Director Compensation Table

    | Name | Fees Earned or Paid in Cash ($)(1) | Option Awards ($)(2)(3) | All Other Compensation ($) | Total ($) | | Robyn Denholm | — | — | — | — | | Ira Ehrenpreis | — | — | — | — | | Joe Gebbia | — | — | — | — | | Jack Hartung | — | — | — | — | | James Murdoch | — | — | — | — | | Kimbal Musk | — | — | — | — | | JB Straubel | — | — | — | — | | Kathleen Wilson-Thompson | — | — | — | — |

  53. 2025 Director Compensation Table

    (1) Reflects cash compensation for service on the Board and/or its applicable committees pursuant to Tesla’s outside director compensation policy (the “Director Compensation Policy”) and/or for service as Chair of the Board as previously approved by the Board, as applicable. The earning and payment of cash retainer payments payable to outside directors may be waived in whole or part at the election of the director. All eight of the outside directors have requested that the Company eliminate the future payment of all of their cash retainer amounts for service on the Board unless the director notifies the Company otherwise. (2) As of December 31, 2025, the aggregate number of shares underlying option awards outstanding for each of our non-employee directors with such awards was:

  54. 2025 Director Compensation Table

    | Name | Aggregate Number of Shares Underlying Options Outstanding | | Robyn Denholm | 49,387 | | Ira Ehrenpreis | — | | Joe Gebbia | — | | Jack Hartung | — | | James Murdoch | — | | Kimbal Musk | — | | JB Straubel | — | | Kathleen Wilson-Thompson | 120,948 |

  55. 2025 Director Compensation Table

    Reflects stock option grants for service on the Board or as members or chairs of Board committees that were automatically granted pursuant to the Director Compensation Policy. In June 2021, the Board unanimously adopted a resolution to forgo any automatic grants of annual stock option awards under the Director Compensation Policy or otherwise previously approved by the Board (the “Board Stock Option Grants”) until July 2022 unless the Board earlier acts to amend the Director Compensation Policy or otherwise amends such resolution. In May 2022, the Board agreed to further forgo the Board Stock Option Grants until the Board earlier acts to amend the Director Compensation Policy or otherwise amends such resolution. Under the Stipulation and Agreement of Compromise and Settlement (the “Detroit Settlement Agreement”) in connection with a derivative action brought by a purported Tesla shareholder regarding compensation awards granted to Tesla’s directors, other than Mr. Musk, between 2017 and 2020, the Board has permanently forgone the Board Stock Option Grants for 2021 and 2022, and the Board did not receive any compensation for Board service for 2021 and 2022. Ms. Denholm, Mr. Ehrenpreis, Mr. Kimbal Musk, Mr. Murdoch and Ms. Wilson-Thompson have also permanently forgone any compensation for Board service for 2023. See “Other Information” below for additional information regarding the Detroit Settlement Agreement.

  56. Non-Employee Director Compensation Arrangements

    Non-Employee Director Compensation Arrangements