Tesla Board Approves 96 Million Share Stock Award To “Retain” Elon Musk 

Tesla’s Board approved a special interim equity award for Elon Musk to compensate and retain him for “extraordinary work”. 

“As you know, Elon has not received meaningful compensation for eight years since the 2012 CEO Performance Award was last earned in 2017,” Robyn Denholm & Kathleen Wilson-Thompson, Members of the Special Committee of the Board of Directors, wrote in a letter to shareholders on Monday morning. 

The Board continued, “Despite overwhelming support from you in 2018 and again in 2024, our legal efforts continue in the Delaware courts to reinstate the 2018 CEO Performance Award.” 

The equity award of restricted stock, totaling 96 million shares, is equal to about one-third of the compensation he earned under the 2018 CEO Performance Award. 

The award provides the following conditions:

• 96 million restricted shares of stock, subject to Elon paying a purchase price upon meeting a two-year vesting term, to be delivered after receipt of antitrust regulatory approval;

• The purchase price will be equal to the split adjusted exercise price of the stock options awarded to Elon under the 2018 CEO Performance Award ($23.34 per share);

• A requirement that Elon serve continuously in a senior leadership role at Tesla during the two-year vesting term; • A pledging allowance to cover tax payments or the purchase price;

• A mandatory holding period of five years from the grant date, except to cover tax payments or the purchase price (with any sales for such purposes to be conducted through an orderly disposition in coordination with Tesla); and

• If the Delaware courts fully reinstate the 2018 CEO Performance Award, this interim award will be forfeited or returned or a portion of the 2018 CEO Performance Award will be forfeited. To put it simply, there cannot be any “double dip.” Elon will not be able to keep this new award in addition to the options he will be awarded under the 2018 CEO Performance Award should the courts rule in our favor.

Tesla is at a critical inflection point with slumping sales and Musk pivoting the company to focus on robotaxis, cheaper EV platforms, humanoid robots, and AI. 

“While we recognize that Elon’s business ventures, interests and other potential demands on his time and attention are extensive and wide-ranging, including his leadership roles at xAI, SpaceX, Neuralink, X Corp., and The Boring Company as well as his other interests, we are confident that this award will incentivize Elon to remain at Tesla and focus his unmatched leadership abilities on further creating shareholder value for Tesla shareholders and attracting and retaining talent at Tesla,” the Board said. 

A Letter to Our Shareholders on the 2025 CEO Interim Award

Dear Fellow Tesla Shareholders,

Today we announce an important first step in compensating Elon Musk for his extraordinary work at Tesla. As you know, Elon has not received meaningful compensation for eight years since…

— Tesla (@Tesla) August 4, 2025

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