Overview

• The new grant vests only if Musk remains in a key executive role through 2027 and imposes a five-year holding period except for covering taxes or exercising shares at $23.34 apiece.
• The award includes a clause that it will be forfeited or offset if Musk’s 2018 performance package is reinstated, preventing any duplicative compensation.
• Tesla’s special compensation committee, chaired by Robyn Denholm with Kathleen Wilson-Thompson, crafted the interim grant to align Musk’s incentives with long-term shareholder interests.
• Musk filed an appeal in March to challenge the Delaware Court of Chancery’s 2024 voiding of his 2018 pay deal, which had been invalidated over flawed board approval and shareholder fairness concerns.
• Shares climbed nearly 2% in early trading as investors welcomed moves to lock in Musk’s leadership and support Tesla’s shift toward robotics and autonomous services.