Tesla confirmed earlier this week that CEO Elon Musk will get the first tranche worth nearly $770 million of a stock-based compensation package triggered by the company meeting several financial metrics.
The electric car and solar panel maker’s board certified that Musk earned the big payout, according to a filing with the U.S. Securities and Exchange Commission. The filing says Musk can buy 1.69 million shares of Tesla stock for $350.02 each, but it wasn’t clear whether he had exercised the stock options. His payout is based on the difference between the option price and Thursday’s closing share price of $805.81.
Musk earned the options as part of an audacious compensation package approved by the board in 2018.
From the filing regarding Musk compensation:
“Reflects the 2018 CEO Performance Award, which is intended to compensate Mr. Musk over its 10-year maximum term and will become vested as to all shares subject to it only if our market capitalization increases to $650.0 billion and 12 of 16 total operational milestones are achieved during such 10-year period. Each tranche of 1/12th of the total number of shares subject to the option will become vested and exercisable each time: (i) our market capitalization increases initially to $100.0 billion for the first tranche, and by an additional $50.0 billion for each tranche thereafter; and (ii) one of 16 specified operational milestones relating to total revenue or adjusted EBITDA (other than any operating milestone that previously counted towards the vesting of another tranche) is attained, subject to Mr. Musk’s continued service to us as either CEO, or as both Executive Chairman and Chief Product Officer with the CEO reporting to him, at each such vesting event.
“This award was designed to be entirely an incentive for future performance that would take many years, if at all, to be achieved. Further, each of the requirements underlying the performance milestones was selected to be very difficult to achieve. If any options have not vested by the end of the term of the option award, they will be forfeited and Mr. Musk will not realize the value of such options. As of the date of this filing, one operational milestone and one market capitalization milestone have been achieved and certified by the Board, one other operational milestone has been achieved but not yet certified by the Board, and no other market capitalization milestone has been achieved.
“Consequently, one tranche under the 2018 CEO Performance Award has vested and become exercisable as of the date of this filing, subject to Mr. Musk’s payment of the exercise price of $350.02 per share and the minimum five-year holding period generally applicable to any shares he acquires upon exercise. …”
According to the filing, the board certified that Tesla had reached the milestones by hitting $20 billion in total revenue for four previous quarters and a total market value of $100 billion. The company also reached $1.5 billion in adjusted pretax earnings, but that must still be certified by the board, the filing said.
Musk has to hold the stock for a minimum of five years, under the terms of the compensation package.
Musk can afford to wait before cashing in on his latest windfall, given his wealth is estimated at $39 billion by Forbes magazine.
All told, the incentives approved by Tesla’s board in 2018 consist of 20.3 million stock options that will be doled out in 12 different bundles if the company is able to reach progressively more difficult financial goals. It’s one of the biggest corporate pay packages in U.S. history.
In order for Musk to receive all 20.3 million stock options, Tesla will have to generate adjusted annual earnings of $14 billion on annual revenue of $175 billion coupled with a market value of $650 billion. In the past four quarters, Tesla, which is based in Palo Alto, California, has reported adjusted earnings totaling $3.6 billion on revenue totaling $26 billion.
