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Third-Party Commentary

Third-Party Commentary

In the Words of Industry Analysts, Reporters, Experts and Luminaries

On the 2025 CEO Performance Award

The first Tesla plan incented Elon to >10x the value of Tesla … The new Tesla plan is arguably better than the first as it also includes financial and technological milestones in addition to market cap-based incentives … Elon’s involvement is integral to maintaining Tesla’s current course and trajectory … Every vote matters because from my perspective many proxy voting firms are no longer primarily focused on shareholder value creation and the corporate governance departments at many investment firms feel bound to follow their decisions. The silliness of their concerns about dilution are self-evident in that the dilution would only occur after substantial share price appreciation for Tesla. I want my 10x.” (X, October 30, 2025)

Gavin Baker
Managing Partner & Chief Investment Officer of Atreides Management

Tesla’s performance-based CEO compensation plans have consistently driven extraordinary shareowner value, far outpacing industry peers and market benchmarks. The proposed 2025 plan continues this tradition, aligning executive rewards with ambitious, measurable milestones that benefit all shareowners. With robust governance safeguards, transparent succession planning, and a proven track record of value creation, we believe this plan sets the gold standard for executive compensation.” (October 27, 2025)

State Board of Administration of Florida Retirement System

The basic deal is pretty simple. The value of Tesla today is about $1.4 trillion. If Musk generates $7 trillion in new value, getting the market cap of the company up to $8.5 trillion in the next ten years, he gets shares worth about $1 trillion. In other words, he gets about 14% of the new value he creates for the shareholders. That sounds fair to me. I’d pay a guy $14 if he delivered $100 in value for me. The only reason not to do that is if you think there’s some other guy who can get you the $100 but will do it for less $14, say $10. But who, other than Elon Musk, is likely to take a $1.4 trillion company and increase its value more than 6 times over in 10 years? It’s an extraordinary deal between an extraordinary guy and an extraordinary company, but given that there’s no real downside for the shareholders, it’s a very rational plan.” (October 27, 2025)

Robert T. Miller
George Mason University Professor of Law and Rouse Chairholder

This highly conditional incentive, payable in shares over a decade, is exactly what Tesla needs. For starters, actually snagging the bonus will be fiendishly difficult. To receive the whole amount, Musk must drive Tesla’s ebitda to $400bn … Moreover, Musk’s package requires him to hit multiple operational targets … The full windfall only comes if he delivers a CEO succession plan, too. This is by no means money for nothing.” (Financial Times, October 22, 2025)

John Foley
Head of the Financial Times Lex Column

[The 2025 CEO Performance Award] could be worth more than $1 trillion if – and only if – [Tesla] achieves eye-opening milestones that would make it one of the most valuable in history … The deal is the most honest attempt at pay-for-performance by any company out there.” (The New York Times “DealBook” Newsletter, September 5, 2025)

Andrew Ross Sorkin
Co-Anchor of CNBC’s “Squawk Box” and The New York Times Editor-at-Large

Musk gets rich, but only if his shareholders get far richer.” (Semafor Business Newsletter, September 16, 2025)

Liz Hoffman
Semafor Business and Finance Editor

Tesla shareholders including employees stand to benefit if Mr. Musk achieves the incentive package’s milestones. Society would also profit from Tesla innovations that improve living standards.” (The Wall Street Journal, September 17, 2025)

WSJ Editorial Board

[The 2025 CEO Performance Award represents] a real-world governance approach focused entirely on how to maximize long-term results for shareholders, the owners of Tesla. In an era when executive compensation philosophy is often criticized for rewarding mediocre performance or short-term thinking at the expense of long-term strategy, Tesla’s approach stands out for its rigor and emphasis on accountability.” (Fortune, October 14, 2025)

Dr. Shane Goodwin
SMU Corporate Governance Initiative Executive Director and Governance Advisor to Tesla’s Special Committee

The pay package is more than a comp plan. It is a roadmap to where Tesla under Musk wants to go for the next decade with incentives to reach increasingly harder and harder heights.” (The Wall Street Journal, September 5, 2025)

Tim Higgins
Wall Street Journal Business Columnist

People massively overestimate the number of qualified people who would accept a deal like the one Tesla is proposing to sign with [Elon Musk]. This deal is insanely shareholder friendly.” (X, October 30, 2025)

Kaz Nejatian
CEO of Opendoor

Don’t be small-minded: tesla is about robots, full self driving, the future. Give [Elon] his package.” (X, October 23, 2025)

Jim Cramer
Host of CNBC’s “Mad Money” and Co-Anchor of CNBC’s “Squawk on the Street”

Elon Musk has always talked about wanting Tesla to be the most valuable company in the world. This is a pay package that incentivizes him to get there. And if he gets there, shareholders will also get there.” (Bloomberg TV; “Bloomberg Technology,” September 5, 2025)

Dana Hull
Bloomberg Business Reporter

[Elon would] only get $2t if Tesla is very much ahead on the deal. The reason this number seems surprising is that it’s surprising that one man could have so much effect. But one man can. Look at what Steve Jobs did for Apple.” (X, September 19, 2025)

Paul Graham
Founder of Y Combinator

Tesla’s Special Committee has negotiated a performance plan that it believes is aligned with shareholder interests and has the potential for historic value creation. Its previous plan delivered enormous gains, and the board believes that this new plan can similarly benefit shareholders. Investors who like the idea of investing in this future for Tesla and Musk can buy or hold the stock. Investors who aren’t persuaded can sell. No one is forcing anyone to accept this deal.” (October 17, 2025)

Professor Joe Grundfest
Stanford Law School William A. Franke Professor of Law and Business and Senior Faculty of the Rock Center on Corporate Governance

Tesla’s new incentive plan for Elon Musk signals he is here to stay and win. If he can pull off the long-term goal of an $8.5 trillion market cap company, this would be an incredible achievement and aligned with shareholders.” (William Blair, September 5, 2025)

Jed Dorsheimer
William Blair Analyst and Group Head of Energy and Sustainability

We believe [the 2025 CEO Performance Award] was the smart move by the Board as the biggest asset for Tesla is Musk … With the groundwork now in place for Musk to accelerate [Tesla’s] current path and capitalize on the opportunities ahead, this represents a critical next step to keep Musk as CEO at least until 2030 with Tesla heading into one of the most important stages of its growth cycle with the autonomous and robotics future now on the doorstep.” (Wedbush Securities, September 5, 2025)

Dan Ives
Wedbush Securities Managing Director, Global Head of Technology Research

At face value, the proposed compensation package aligns Tesla minority shareholder interests with those of Elon Musk in a way that incorporates operational milestones, profitability milestones and value creation milestones (market cap) while cementing a long-term commitment to the company.” (Morgan Stanley, September 5, 2025)

Adam Jonas
Morgan Stanley Managing Director, Head of Global Auto & Shared Mobility Research

On Elon Musk and Tesla’s Future

[Elon] is our Einstein.” (CNBC; “Squawk Box,” January 22, 2025)

Jamie Dimon
Chairman and CEO of JPMorgan Chase

Elon is an extraordinary engineer.” (Bloomberg TV; “Bloomberg Technology,” May 28, 2025)

Jensen Huang
Founder, President and CEO of NVIDIA

Elon’s Tesla Optimus is here … productivity game-changer!” (X, September 3, 2025)

Marc Benioff
CEO of Salesforce

So, the [2018 CEO Performance Award] certainly motivated him, and we think it’s much more than money that motivates him. It’s the scaling of new technologies that transform the way we live, work, breathe … [Elon is] the most productive human being on earth. And a human being who attracts incredible talent – people who want to solve the world’s hardest problems. This is a win-win for all of us if Elon succeeds this time around the way he did the last time around.” (The Brainstorm Podcast, October 17, 2025)

Cathie Wood
CEO of ARK Investment Management

If you study equity valuation theory, most models (such as a DCF) include the idea of “optionality”. This represents the probability or odds that a company might be successful in new endeavors. No one ranks higher on that dimension than @elonmusk. Not even close.” (X, September 13, 2025)

Bill Gurley
General Partner of Benchmark

For whoever is keeping score, [Elon] has cofounded the 1st, 2nd, and 5th-most valuable private companies in the world right now, as well as the 10th-most valuable public company in the world. I genuinely don’t understand why anyone feels courageous enough to bet against him.” (X, October 20, 2025)

Marko Jukic
Senior Analyst at Bismarck Analysis

Optimus is, I think, going to be the greatest product in the history of humanity.” (All-In Summit, September 9, 2025)

Jason Calacanis
Co-host of the “All-In Podcast”

I think having Musk, in many ways, is really important for our country. I know that sounds a little hyperbolic, but it’s true.” (CNBC; “Squawk on the Street,” October 15, 2025)

Jim Cramer
Host of CNBC’s “Mad Money” and Co-Anchor of CNBC’s “Squawk on the Street”

The most important takeaway for us is how having Elon Musk committed to Tesla for the long term is critical for attracting and retaining the world class AI and robotics talent needed to execute Master Plan 4. This is even more important as several other multi-trillion-$ firms and startups compete for the same talent.” (Morgan Stanley, September 16, 2025)

Adam Jonas
Morgan Stanley Managing Director, Head of Global Auto & Shared Mobility Research

Permission to use these quotes neither sought nor obtained.

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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