Proposal Four
2018 CEO Performance Award
Proposal Four
2018 CEO Performance Award
In 2018, Tesla stockholders overwhelmingly approved
a CEO Performance Award that incentivized Elon Musk
to deliver transformative and unprecedented growth.
In order to receive any compensation whatsoever for his work as CEO, Elon needed to meet ultra-ambitious financial and operational targets over a 10-year period. Elon met these targets, which created tremendous value for stockholders.
~1,100% TSR
Since award was granted in 2018*
Turned Around Profitability
From $2.2 billion loss to $15.0 billion profit**
7x Number of Vehicles
Produced
From 254,530 in 2018 to 1,845,985 in 2023
10s of Millions
Fewer metric tons of CO2 prevented from entering Earth’s atmosphere
Performance Award Did
What It Was Designed To Do
The 2018 Award did what the independent directors of our Board designed it to do – incentivize
Elon to deliver the type of extraordinary results that most thought were impossible.
The premise of the 2018 CEO Performance Award was simple:
We Believe in Stockholder Democracy –
Your Rights Need to Be Protected
In an unprecedented decision, earlier this year, a Delaware Court stepped in to side with a plaintiff – who owned just nine Tesla shares when he sued Tesla – and ordered the CEO Performance Award be cancelled, despite 73% of disinterested stockholders voting to approve it six years ago.
The Court’s decision, if implemented, means that Elon would not receive any compensation for the tremendous accomplishments that have generated significant stockholder returns in less than six years.
We don’t believe one judge’s opinion should be able to overturn the decisions of millions of our stockholders.
* As measured from March 2018 through year-end 2023.
** Refers to 2017 and 2023 net loss/net income, as disclosed on Form 10-K, respectively. 2023 net income included a one-time non-cash tax benefit of $5.93 billion for the release of valuation allowance on certain deferred tax assets.