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On May 16, 2024, Elon Musk posted the following on X. Included herein are stills and a transcript of the video in the post.

 

Transcript of video in post:

Andrew Ross Sorkin: …the subject of the column…telling me he has now agreed to stay on as CEO of Tesla for the next decade. There’d been a lot of speculation that he’d be stepping down in the next two to three years. He had said that once the completion of the Model S, or the Model 3 rather, was up and running that he might not stay at the company at least as the CEO. But Tesla is now announcing a radical new compensation plan. It could be perhaps the most radical compensation plan in history. Musk’s compensation is going to be tied directly to the company’s performance. The executive will receive no guaranteed compensation of any kind at all. He gets no salary, cash bonus, equity. He only gets equity that vests over time, but only if he reaches these hurdle rates which are, dare I say, crazy. So, right now the company is worth $59 billion, they run at $50 billion increments, so if he gets the company to $100 billion…

You’re just talking market capitalization – not based on revenue or the number of…production?

There’s going to be two metrics at each step. So, the first step is he has to get the company to $100 billion and reach these operational and adjusted EBITDA and revenue number. If he doesn’t get either of them, he gets nothing.

That’s kind of a weird way to break it down based on market capitalization.

If he gets to $150 and has to hit the operational numbers…

But I mean the market can be irrational, so you can’t control that.

At each $50 billion number, he collects 1% of the company. If, somehow, magically, he would get the company to $650 billion, which is literally what the plan calls for, if you can believe this, he would collect the equivalent of about $55 billion in compensation. Otherwise, he gets absolutely nothing, zero.

What if he gets it to $650 billion and then it immediately collapses to $500 billion, is it just hitting that market capitalization milestone that matters, is it keeping it there for a certain time?

Here’s where it gets even more interesting, the shares vest. But then he has to hold the shares for five years.

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 Statement”). The Definitive Proxy Statement contains important information about the matters to be voted on at the 2024 annual meeting. STOCKHOLDERS OF TESLA ARE URGED TO READ THESE MATERIALS (INCLUDING ANY AMENDMENTS OR SUPPLEMENTS THERETO) AND ANY OTHER RELEVANT DOCUMENTS THAT TESLA HAS FILED OR WILL FILE WITH THE SEC BECAUSE THEY CONTAIN OR WILL CONTAIN IMPORTANT INFORMATION ABOUT TESLA AND THE MATTERS TO BE VOTED ON AT THE 2024 ANNUAL MEETING. Stockholders are able to obtain free copies of these documents and other documents filed with the SEC by Tesla through the website maintained by the SEC at www.sec.gov. In addition, stockholders are able to obtain free copies of these documents from Tesla by contacting Tesla’s Investor Relations by e-mail at ir@tesla.com, or by going to Tesla’s Investor Relations page on its website at ir.tesla.com.

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