Overview

• Tesla’s board granted CEO Elon Musk 96 million restricted shares valued at about $29 billion as an interim compensation award
• He must pay $23.34 per share to exercise the award, which vests only if he remains in a key executive role through 2027 and carries a five-year holding requirement
• The grant is described as a “good faith” step to honor his voided 2018 package and will be forfeited or offset to prevent double compensation if that award is reinstated
• A special committee led by Chair Robyn Denholm and independent director Kathleen Wilson-Thompson backed the award to secure Musk’s leadership during Tesla’s strategic shift toward AI and robotics
• Tesla plans to present a longer-term CEO compensation plan for shareholder approval on November 6 as Musk’s appeal of the Delaware court’s 2018 ruling proceeds