Egan‑Jones Proxy Services (“Egan-Jones”) announced its recommendation regarding Tesla, Inc.’s proposed 2025 CEO Performance Award for Elon Musk, ahead of Tesla’s upcoming shareholder vote scheduled for November 6, 2025. The firm’s guidance reflects two distinct policy frameworks and yields contrasting outcomes.

Under its Wealth-Focused Policy, which emphasizes alignment of executive compensation with shareholder value creation and does not treat governance deviations as inherently material risks, Egan-Jones recommends a vote FOR the performance award. According to the firm’s analysis, the proposed award is structured such that Mr. Musk will receive nothing if none of the twelve defined tranches are met—and conversely that shareholders stand to benefit alongside Mr. Musk if the milestones are achieved, creating a strong alignment of interests.

In contrast, under its other “off-the-shelf” policies — including the Blended, ESG, Catholic, and Taft-Hartley frameworks — Egan-Jones recommends a vote AGAINST the award. These policies place additional weight on governance risk factors, shareholder dilution, board independence, and social equity considerations. In their view, the size, structure and potential impact on shareholder voting power raise significant concerns. Among these are the potential for dilution of up to 12 % of shares if all tranches vest, and Mr. Musk’s total voting stake possibly reaching nearly 28.8 % when combined with prior awards. The firm also points to the pay-ratio implications: if Mr. Musk’s prospective equity stake were divided among Tesla’s ~125,000 employees, each would receive an estimated $8 million worth of stock, highlighting potential human-capital and morale risks.

Key milestones required for the award to vest fully include: Tesla reaching a market cap of $8.5 trillion, adjusted EBITDA of $400 billion, delivering 20 million vehicles, securing 10 million active Full Self-Driving subscriptions, operating 1 million robotaxis commercially, and delivering 1 million “Bots,” over a ten-year period.

Egan-Jones emphasizes that the firm’s analytical framework is built to be consistent, transparent and free from bias, delivering differentiated outcomes across different policy lenses—even for the same proposal. More information is available on ejproxy.com.

About Egan-Jones Proxy Services

Egan-Jones Proxy Services provides independent, customized proxy voting guidance focused on protecting and enhancing investor wealth. Its Wealth-Focused Policy emphasizes shareholder value and accountability, helping investors make informed decisions on governance, compensation, and corporate actions.

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Egan-Jones Proxy Services’ Wealth-Focused Policy backs Tesla’s 2025 CEO Performance Award for Elon Musk — citing strong alignment with shareholder value creation.