Larry Ellison Joins Tesla Board

December 28, 2018

On and effective as of December 27, 2018, the Board of Directors of Tesla increased the number of directors of Tesla from nine to eleven and appointed Larry Ellison and Kathleen Wilson-Thompson to serve as independent directors of Tesla.

There are no related party transactions between Tesla and either of Mr. Ellison or Ms. Wilson-Thompson that would require disclosure under Item 404(a) of Regulation S-K, except for an ordinary course Tesla Energy purchase and installation agreement, dated March 2017, pursuant to which a company of which Mr. Ellison is a significant shareholder purchased a microgrid energy system for a greenhouse farming project in Lanai for approximately $1.9 million.

Each of Mr. Ellison and Ms. Wilson-Thompson is eligible to receive compensation pursuant to Tesla’s standard outside director compensation package as approved by the Board of Directors and disclosed in Tesla’s proxy statement, including an initial award of an option to purchase 8,334 shares of Tesla’s common stock vesting and exercisable on June 18, 2019, assuming continued service on such date.

The board, led by its Nominating and Corporate Governance Committee, conducted a thorough, expansive process in searching for its new independent directors, considering candidates with a wide range of skill sets from across the globe who also hold a strong personal belief in Tesla’s mission of accelerating the world’s transition to sustainable energy.

“In conducting a widespread search over the last few months, we sought to add independent directors with skills that would complement the current board’s experience. In Larry and Kathleen, we have added a preeminent entrepreneur and a human resources leader, both of whom have a passion for sustainable energy,” said Tesla’s Board of Directors.

As Executive Chairman, Chief Technology Officer and founder of Oracle, Larry’s background as an entrepreneur and philanthropist needs no introduction. Larry is also a big believer in Tesla’s mission, having purchased 3 million shares earlier this year.

Kathleen brings decades of leadership experience in global human resources management. After spending 17 years at Kellogg, and now serving as Executive Vice President and Global Chief Human Resources Officer of Walgreens Boots Alliance, the nation’s largest pharmacy and health and wellness company with more than 350,000 employees, Kathleen brings a passion for building and promoting great workplaces. Kathleen also has nearly 10 years of board experience, serving on public boards at two U.S.-based manufacturing companies.

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