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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.

Important Notice

Tesla, Inc. (“Tesla”) has filed with the U.S. Securities and Exchange Commission (the “SEC”) a definitive proxy statement on Schedule 14A (the “Definitive Proxy Statement”) and a proxy card with respect to its solicitation of proxies for Tesla’s 2025 Annual Meeting of Shareholders (the “2025 Annual Meeting”). The Definitive Proxy Statement contains important information about the matters to be voted on at the 2025 Annual Meeting. SHAREHOLDERS 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 2025 ANNUAL MEETING. Shareholders 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, shareholders are able to obtain free copies of these documents from Tesla by contacting Tesla’s Investor Relations by e-mail at [email protected], or by going to Tesla’s Investor Relations page on its website at ir.tesla.com.

Tesla, its directors (Elon Musk, Robyn Denholm, Ira Ehrenpreis, Joe Gebbia, Jack Hartung, James Murdoch, Kimbal Musk, JB Straubel and Kathleen Wilson-Thompson), and certain of its executive officers (Vaibhav Taneja and Tom Zhu) are deemed to be “participants” (as defined in Section 14(a) of the Securities Exchange Act of 1934, as amended) in the solicitation of proxies from Tesla’s shareholders in connection with the matters to be considered at the 2025 Annual Meeting. Information about the compensation of our named executive officers and our non-employee directors is set forth in the sections titled “Executive Compensation for Fiscal Year 2024” and “Compensation of Directors” in the Definitive Proxy Statement commencing on pages 130 and 152, respectively, and is available here. Information regarding the participants’ holdings of Tesla’s securities can be found in the section titled “Ownership of Securities” in the Definitive Proxy Statement commencing on page 160 and is available here.

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