Cover
Cover | 12 Months Ended |
Dec. 31, 2023 | |
Document Information [Line Items] | |
Document Type | PRE 14A |
Amendment Flag | false |
Entity Information [Line Items] | |
Entity Registrant Name | TESLA, INC. |
Entity Central Index Key | 0001318605 |
Pay vs Performance Disclosure
Pay vs Performance Disclosure - USD ($) | 12 Months Ended | |||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Pay vs Performance Disclosure | ||||
Pay vs Performance Disclosure, Table | Year Summary (1) Compensation (2) Average (3) Average (4) Value of Initial Fixed $100 Tesla Total (5) Peer Group (6) Net (7) Revenue (8) 2023 — 1,403 8.4 45.8 890.97 209.21 14,974 96,773 2022 — (9,703 ) 0.3 (165.3 ) 441.68 151.29 12,587 81,462 2021 — 15,016 0.3 (74.3 ) (9) 1,263.09 235.13 5,644 53,823 2020 — 43,019 46.6 393.0 843.44 162.40 862 31,536 (1) Represents the total compensation reported for Elon Musk (our Chief Executive Officer) for each corresponding year in the “Total” column of the Summary Compensation Table. (2) The dollar amounts reported in this column represent the amount of “compensation actually paid” to Mr. Musk, computed in accordance with Item 402(v) of Regulation S-K. The dollar amounts do not reflect the actual amount of compensation earned by or paid to Mr. Musk during the applicable year. In accordance with the requirements of Item 402(v) of Regulation S-K, the following adjustments were made to Mr. Musk’s total compensation, as reported in the Summary Compensation Table for each year, to determine the compensation actually paid. Year Reported Reported (a) Equity (b) Reported Pension Benefit Compensation 2023 — — 1,403 — — 1,403 2022 — — (9,703 ) — — (9,703 ) 2021 — — 15,016 — — 15,016 2020 — — 43,019 — — 43,019 (a) The grant date fair value of equity awards represents the total of the amounts reported in the “Stock Awards” and “Option Awards” columns in the Summary Compensation Table for the applicable year. (b) The equity award adjustments for each applicable year include the addition (or subtraction, as applicable) of the following: (i) the year-end fair value of any equity awards granted in the applicable year that are outstanding and unvested as of the end of the year; (ii) the amount of change as of the end of the applicable year (from the end of the prior fiscal year) in fair value of any awards granted in prior years that are outstanding and unvested as of the end of the applicable year; (iii) for awards that are granted and vest in same applicable year, the fair value as of the vesting date; (iv) for awards granted in prior years that vest in the applicable year, the amount equal to the change as of the vesting date (from the end of the prior fiscal year) in fair value; (v) for awards granted in prior years that are determined to fail to meet the applicable vesting conditions during the applicable year, a deduction for the amount equal to the fair value at the end of the prior fiscal year; and (vi) the dollar value of any dividends or other earnings paid on stock or option awards in the applicable year prior to the vesting date that are not otherwise reflected in the fair value of such award or included in any other component of total compensation for the applicable year. The valuation assumptions used to calculate fair values did not materially differ from those disclosed at the time of grant. The amounts deducted or added in calculating the equity award adjustments are as follows: Year Year End Year over Year Fair Value Change in Fair Fair Value at Value of Total 2023 — — — 1,403 — — 1,403 2022 — (4,973 ) — (4,730 ) — — (9,703 ) 2021 — 13,028 — 1,988 — — 15,016 2020 — 36,329 — 6,690 — — 43,019 (3) Represents the average of the amounts reported for the Company’s named executive officers (NEOs) as a group (excluding Elon Musk, who has served as our CEO since 2008) in the “Total” column of the Summary Compensation Table in each applicable year. The names of each of the NEOs (excluding Mr. Musk) included for purposes of calculating the average amounts in each applicable year are as follows: (i) for 2023, Vaibhav Taneja, Andrew Baglino, Tom Zhu and Zachary Kirkhorn; (ii) for 2022, Zachary Kirkhorn and Andrew Baglino; (iii) for 2021, Zachary Kirkhorn, Andrew Baglino and Jerome Guillen; and (iv) for 2020, Zachary Kirkhorn, Andrew Baglino and Jerome Guillen. (4) The dollar amounts reported in this column is the average compensation actually paid for our NEOs other than our CEO in each applicable year, computed in accordance with Item 402(v) of Regulation S-K. The dollar amounts do not reflect the actual amount of compensation earned by or paid to our NEOs during the applicable year. In accordance with the requirements of Item 402(v) of Regulation S-K, the following adjustments were made to the NEO’s total compensation, as reported in the Summary Compensation Table for each applicable year, to determine the compensation actually paid. Year Average Average Average (a) Average Average Average 2023 8.4 7.9 45.3 — — 45.8 2022 0.3 — (165.6 ) — — (165.3 ) 2021 0.3 — (74.6 ) — — (74.3 ) 2020 46.6 46.3 392.7 — — 393.0 (a) The amounts deducted or added in calculating the total average equity award adjustments are as follows: Year Average Year over Year Average Fair Change in Fair Average Fair Average Value of Total 2023 9.7 12.1 1.8 23.0 (1.3 ) — 45.3 2022 — (110.5 ) — (55.1 ) — — (165.6 ) 2021 — 78.7 — (2.9 ) (150.4 ) — (74.6 ) 2020 84.2 278.7 0.7 29.1 — — 392.7 (5) Total shareholder return (“ TSR ”) is calculated by dividing the sum of the cumulative amount of dividends for the measurement period, assuming dividend reinvestment, and the difference between the Company’s share price at the end and the beginning of the measurement period by the Company’s share price at the beginning of the measurement period. (6) Represents the weighted group TSR, weighted according to the respective companies’ stock market capitalization at the beginning of each period for which a return is indicated. The peer group used for this purpose is the group of all public companies with SIC code 3711. (7) The dollar amounts reported represent the amount of net income reflected in the Company’s audited financial statements for the applicable year. (8) In the Company’s assessment, revenue is the financial performance measure that is the most important financial performance measure (other than TSR and net income) used by the Company for the most recently completed fiscal year, to link compensation actually paid to performance. (9) Mr. Kirkhorn departed Tesla in December 2023 and Mr. Guillen departed Tesla in June 2021, which led to certain forfeitures of unvested awards. The average compensation actually paid in 2023 and 2021 to our NEOs other than our CEO and Mr. Kirkhorn was approximately $54.3 million and other than our CEO and Mr. Guillen was approximately $123.2 million, respectively. | |||
Company Selected Measure Name | revenue | |||
Named Executive Officers, Footnote | (1) Represents the total compensation reported for Elon Musk (our Chief Executive Officer) for each corresponding year in the “Total” column of the Summary Compensation Table. (3) Represents the average of the amounts reported for the Company’s named executive officers (NEOs) as a group (excluding Elon Musk, who has served as our CEO since 2008) in the “Total” column of the Summary Compensation Table in each applicable year. The names of each of the NEOs (excluding Mr. Musk) included for purposes of calculating the average amounts in each applicable year are as follows: (i) for 2023, Vaibhav Taneja, Andrew Baglino, Tom Zhu and Zachary Kirkhorn; (ii) for 2022, Zachary Kirkhorn and Andrew Baglino; (iii) for 2021, Zachary Kirkhorn, Andrew Baglino and Jerome Guillen; and (iv) for 2020, Zachary Kirkhorn, Andrew Baglino and Jerome Guillen. | |||
Peer Group Issuers, Footnote | (6) Represents the weighted group TSR, weighted according to the respective companies’ stock market capitalization at the beginning of each period for which a return is indicated. The peer group used for this purpose is the group of all public companies with SIC code 3711. | |||
PEO Total Compensation Amount | ||||
PEO Actually Paid Compensation Amount | $ 1,403,000,000 | (9,703,000,000) | 15,016,000,000 | 43,019,000,000 |
Adjustment To PEO Compensation, Footnote | (2) The dollar amounts reported in this column represent the amount of “compensation actually paid” to Mr. Musk, computed in accordance with Item 402(v) of Regulation S-K. The dollar amounts do not reflect the actual amount of compensation earned by or paid to Mr. Musk during the applicable year. In accordance with the requirements of Item 402(v) of Regulation S-K, the following adjustments were made to Mr. Musk’s total compensation, as reported in the Summary Compensation Table for each year, to determine the compensation actually paid. Year Reported Reported (a) Equity (b) Reported Pension Benefit Compensation 2023 — — 1,403 — — 1,403 2022 — — (9,703 ) — — (9,703 ) 2021 — — 15,016 — — 15,016 2020 — — 43,019 — — 43,019 (a) The grant date fair value of equity awards represents the total of the amounts reported in the “Stock Awards” and “Option Awards” columns in the Summary Compensation Table for the applicable year. (b) The equity award adjustments for each applicable year include the addition (or subtraction, as applicable) of the following: (i) the year-end fair value of any equity awards granted in the applicable year that are outstanding and unvested as of the end of the year; (ii) the amount of change as of the end of the applicable year (from the end of the prior fiscal year) in fair value of any awards granted in prior years that are outstanding and unvested as of the end of the applicable year; (iii) for awards that are granted and vest in same applicable year, the fair value as of the vesting date; (iv) for awards granted in prior years that vest in the applicable year, the amount equal to the change as of the vesting date (from the end of the prior fiscal year) in fair value; (v) for awards granted in prior years that are determined to fail to meet the applicable vesting conditions during the applicable year, a deduction for the amount equal to the fair value at the end of the prior fiscal year; and (vi) the dollar value of any dividends or other earnings paid on stock or option awards in the applicable year prior to the vesting date that are not otherwise reflected in the fair value of such award or included in any other component of total compensation for the applicable year. The valuation assumptions used to calculate fair values did not materially differ from those disclosed at the time of grant. The amounts deducted or added in calculating the equity award adjustments are as follows: Year Year End Year over Year Fair Value Change in Fair Fair Value at Value of Total 2023 — — — 1,403 — — 1,403 2022 — (4,973 ) — (4,730 ) — — (9,703 ) 2021 — 13,028 — 1,988 — — 15,016 2020 — 36,329 — 6,690 — — 43,019 | |||
Non-PEO NEO Average Total Compensation Amount | $ 8,400,000 | 300,000 | 300,000 | 46,600,000 |
Non-PEO NEO Average Compensation Actually Paid Amount | $ 45,800,000 | (165,300,000) | (74,300,000) | 393,000,000 |
Adjustment to Non-PEO NEO Compensation Footnote | (4) The dollar amounts reported in this column is the average compensation actually paid for our NEOs other than our CEO in each applicable year, computed in accordance with Item 402(v) of Regulation S-K. The dollar amounts do not reflect the actual amount of compensation earned by or paid to our NEOs during the applicable year. In accordance with the requirements of Item 402(v) of Regulation S-K, the following adjustments were made to the NEO’s total compensation, as reported in the Summary Compensation Table for each applicable year, to determine the compensation actually paid. Year Average Average Average (a) Average Average Average 2023 8.4 7.9 45.3 — — 45.8 2022 0.3 — (165.6 ) — — (165.3 ) 2021 0.3 — (74.6 ) — — (74.3 ) 2020 46.6 46.3 392.7 — — 393.0 (a) The amounts deducted or added in calculating the total average equity award adjustments are as follows: Year Average Year over Year Average Fair Change in Fair Average Fair Average Value of Total 2023 9.7 12.1 1.8 23.0 (1.3 ) — 45.3 2022 — (110.5 ) — (55.1 ) — — (165.6 ) 2021 — 78.7 — (2.9 ) (150.4 ) — (74.6 ) 2020 84.2 278.7 0.7 29.1 — — 392.7 | |||
Compensation Actually Paid vs. Total Shareholder Return | ||||
Total Shareholder Return Vs Peer Group | ||||
Tabular List, Table | Most Important Financial Performance Measures This list below includes the three financial measures that in our assessment represent the most important financial performance measures used to link compensation actually paid to our NEOs, for the most recently completed fiscal year, to the Company’s performance. See “ Compensation Discussion and Analysis ” for further details. Revenue Adjusted EBITDA Market Capitalization | |||
Total Shareholder Return Amount | $ 890.97 | 441.68 | 1,263.09 | 843.44 |
Peer Group Total Shareholder Return Amount | 209.21 | 151.29 | 235.13 | 162.4 |
Net Income (Loss) | $ 14,974,000,000 | $ 12,587,000,000 | $ 5,644,000,000 | $ 862,000,000 |
Company Selected Measure Amount | 96,773,000,000 | 81,462,000,000 | 53,823,000,000 | 31,536,000,000 |
PEO Name | Elon Musk | |||
Measure:: 1 | ||||
Pay vs Performance Disclosure | ||||
Name | Revenue | |||
Non-GAAP Measure Description | (8) In the Company’s assessment, revenue is the financial performance measure that is the most important financial performance measure (other than TSR and net income) used by the Company for the most recently completed fiscal year, to link compensation actually paid to performance. | |||
Measure:: 2 | ||||
Pay vs Performance Disclosure | ||||
Name | Adjusted EBITDA | |||
Measure:: 3 | ||||
Pay vs Performance Disclosure | ||||
Name | Market Capitalization | |||
Kirkhorn [Member] | ||||
Pay vs Performance Disclosure | ||||
Non-PEO NEO Average Compensation Actually Paid Amount | $ 54,300,000 | |||
Guillen [Member] | ||||
Pay vs Performance Disclosure | ||||
Non-PEO NEO Average Compensation Actually Paid Amount | $ 123,200,000 | |||
PEO | Equity Awards Value In Summary Compensation Table (Grant Date Value) [Member] | ||||
Pay vs Performance Disclosure | ||||
Adjustment to Compensation, Amount | ||||
PEO | Total Equity Awards Adjustments [Member] | ||||
Pay vs Performance Disclosure | ||||
Adjustment to Compensation, Amount | 1,403,000,000 | (9,703,000,000) | 15,016,000,000 | 43,019,000,000 |
PEO | Pension Adjustments Pension Value In Summary Compensation Table [Member] | ||||
Pay vs Performance Disclosure | ||||
Adjustment to Compensation, Amount | ||||
PEO | Total Pension Adjustments [Member] | ||||
Pay vs Performance Disclosure | ||||
Adjustment to Compensation, Amount | ||||
PEO | Year-end Fair Value Of Awards Granted In The Current Fiscal Year [Member] | ||||
Pay vs Performance Disclosure | ||||
Adjustment to Compensation, Amount | ||||
PEO | Change In Fair Value Of Outstanding And Unvested Awards Granted In Prior Fiscal Years [Member] | ||||
Pay vs Performance Disclosure | ||||
Adjustment to Compensation, Amount | (4,973,000,000) | 13,028,000,000 | 36,329,000,000 | |
PEO | Change In Fair Value As Of Vesting Date Of Awards Vested During Current Year [Member] | ||||
Pay vs Performance Disclosure | ||||
Adjustment to Compensation, Amount | ||||
PEO | Change In Fair Value As Of Vesting Date Of Prior Year Awards Vested During Current Year [Member] | ||||
Pay vs Performance Disclosure | ||||
Adjustment to Compensation, Amount | 1,403,000,000 | (4,730,000,000) | 1,988,000,000 | 6,690,000,000 |
PEO | Adjustments For Equity Awards Failed To Meet Performance Conditions [Member] | ||||
Pay vs Performance Disclosure | ||||
Adjustment to Compensation, Amount | ||||
PEO | Dividends Or Other Earnings Paid On Equity Awards Not Otherwise Reflected In Fair Value [Member] | ||||
Pay vs Performance Disclosure | ||||
Adjustment to Compensation, Amount | ||||
Non-PEO NEO | Equity Awards Value In Summary Compensation Table (Grant Date Value) [Member] | ||||
Pay vs Performance Disclosure | ||||
Adjustment to Compensation, Amount | (7,900,000) | (46,300,000) | ||
Non-PEO NEO | Total Equity Awards Adjustments [Member] | ||||
Pay vs Performance Disclosure | ||||
Adjustment to Compensation, Amount | 45,300,000 | (165,600,000) | (74,600,000) | 392,700,000 |
Non-PEO NEO | Pension Adjustments Pension Value In Summary Compensation Table [Member] | ||||
Pay vs Performance Disclosure | ||||
Adjustment to Compensation, Amount | ||||
Non-PEO NEO | Total Pension Adjustments [Member] | ||||
Pay vs Performance Disclosure | ||||
Adjustment to Compensation, Amount | ||||
Non-PEO NEO | Year-end Fair Value Of Awards Granted In The Current Fiscal Year [Member] | ||||
Pay vs Performance Disclosure | ||||
Adjustment to Compensation, Amount | 9,700,000 | 84,200,000 | ||
Non-PEO NEO | Change In Fair Value Of Outstanding And Unvested Awards Granted In Prior Fiscal Years [Member] | ||||
Pay vs Performance Disclosure | ||||
Adjustment to Compensation, Amount | 12,100,000 | (110,500,000) | 78,700,000 | 278,700,000 |
Non-PEO NEO | Change In Fair Value As Of Vesting Date Of Awards Vested During Current Year [Member] | ||||
Pay vs Performance Disclosure | ||||
Adjustment to Compensation, Amount | 1,800,000 | 700,000 | ||
Non-PEO NEO | Change In Fair Value As Of Vesting Date Of Prior Year Awards Vested During Current Year [Member] | ||||
Pay vs Performance Disclosure | ||||
Adjustment to Compensation, Amount | 23,000,000 | (55,100,000) | (2,900,000) | 29,100,000 |
Non-PEO NEO | Adjustments For Equity Awards Failed To Meet Performance Conditions [Member] | ||||
Pay vs Performance Disclosure | ||||
Adjustment to Compensation, Amount | (1,300,000) | (150,400,000) | ||
Non-PEO NEO | Dividends Or Other Earnings Paid On Equity Awards Not Otherwise Reflected In Fair Value [Member] | ||||
Pay vs Performance Disclosure | ||||
Adjustment to Compensation, Amount |