Compensation Committee Charter
The purpose of the Compensation Committee of the Board of Directors (the “Board”) of Tesla, Inc. (the “Company”) shall be to discharge the Board's responsibilities relating to the compensation of the Company's executive officers and members of the Board and the administration of the Company's employee benefit plans.
The Committee shall assist the Board in administering and overseeing (i) the Company's compensation policies, plans and benefit programs, (ii) the compensation of the Company's executive officers and members of the Board and (iii) the administration of the Company's employee benefit plans.
The Compensation Committee members will be appointed by, and will serve at the discretion of, the Board. The Compensation Committee will consist of at least two members of the Board. The Board may designate one member of the Compensation Committee as its chair. Each member of the Compensation Committee shall be deemed an "Independent Director" as defined by the listing standards of the Nasdaq Stock Market, Inc. (the “Nasdaq Rules”). Additionally, each member of the Compensation Committee shall be deemed a “non-employee director” as defined in Rule 16b-3 promulgated under Section 16 of the Securities Exchange Act of 1934 (as amended) and an “outside director” as defined in Section 162(m) of the Internal Revenue Code of 1986 (as amended).
The responsibilities and authority of the Compensation Committee shall include such responsibilities and authority delegated by the Board and the following:
- Recommending to the Board a compensation philosophy designed to help the Company attract and retain the talent that the Company needs;
- Periodically reviewing and as appropriate, making recommendations to the Board with respect to the Chief Executive Officer's (1) annual base salary, (2) bonus arrangements, if any, (3) equity compensation, (4) any employment agreement, severance arrangement or change in control arrangement, and (5) any other benefits, compensation or arrangements, based on an evaluation of his or her performance and other relevant criteria as determined by the Compensation Committee. The Chief Executive Officer shall not be present during voting or deliberations regarding his or her compensation;
- In consultation with the Chief Executive Officer, periodically reviewing the compensation arrangements of the other executive officers with respect to (1) annual base salary, (2) bonus arrangements, if any, (3) equity compensation, (4) any employment agreement, severance arrangement or change in control arrangement, and (5) any other benefits, compensation or arrangements;
- Making recommendations to the Board with respect to compensation for service as a member of the Board or a Board committee;
- Making recommendations to the Board with respect to all forms of compensation plans;
- Considering the most recent “say on pay” vote and any other resolutions adopted by the stockholders of the Company relating to executive compensation, in evaluating and making recommendations to the Board with respect to executive and employee compensation.
- Having the sole authority to retain, as appropriate (including only after taking into consideration the factors prescribed by the Nasdaq rules) and at the Company's expense, any compensation consultant, outside legal, accounting or other advisors to advise or assist the Compensation Committee in the performance of any of the responsibilities and duties set forth in this charter, and terminate such engagements as the Compensation Committee may deem necessary;
- Overseeing and reviewing, on at least an annual basis, the assessment and mitigation of risks associated with the Company’s compensation practices;
- Reviewing and discussing with management the Company’s Compensation Discussion and Analysis (the “CD&A”) and related disclosures required by SEC rules, and recommending the final CD&A to the Board for inclusion in the Company’s annual report on Form 10-K or proxy statement;
- Overseeing the preparation of the report of the Compensation Committee required by SEC rules to be included with the Company’s annual report on Form 10-K or proxy statement;
- Overseeing the administration of material employee benefit plans of the Company, including the Company's equity plans, benefit plans and any 401(k) plans or similar plans;
- Overseeing and reviewing the actions of any officers of the Company that may from time to time be designated by the Board or the Compensation Committee to administer any of the Company’s equity plans, including by determining the maximum equity awards that may be granted by such officers and any other limitations pursuant to applicable law or as the Compensation Committee may deem appropriate;
- Investigating, or authorizing on its behalf an investigation of, any matter relating to any purpose, responsibility, duty, or power of the Compensation Committee set forth in this charter or applicable law, or delegated to the Compensation Committee by the Board, and obtaining unrestricted access to the Company’s books, records and employees in furtherance of any such investigation; and
- Reviewing its own charter (at least annually), structure, processes and membership requirements.
The Compensation Committee will meet separately as necessary, but not less than four times a year, to fulfill its responsibilities under this Charter. The Compensation Committee may establish its own schedule, which it will provide to the Board. The chairperson of the Compensation Committee shall preside at each meeting; if a chairperson is not designated or present, an acting chair may be designated by the Compensation Committee members present.
The Compensation Committee may maintain written minutes of its meetings as it deems appropriate, which minutes (if any) will be filed with the minutes of the meetings of the Board.
The Compensation Committee will summarize its examinations and recommendations to the Board as may be appropriate, consistent with the Compensation Committee's charter.
The Compensation Committee may form and delegate authority to one or more subcommittees where appropriate.
(effective December 12, 2017)
Ira Ehrenpreis has been General Partner with Technology Partners since 1996. He leads the firm's Cleantech investment practice, investing in Energy Technology, Water Technology, and Advanced Materials opportunities.
Ira is a recognized leader in both the venture capital industry and the Cleantech sector, and in 2007, was named one of the "Top 50 Most Influential Men Under 45" by Details Magazine. In the venture community, Ira serves on the Board and Executive Committee of the National Venture Capital Association (NVCA) and on the Board of the Western Association of Venture Capitalists (WAVC). Ira serves as Chairman of the 2010 NVCA Annual Meeting. He is also the Co-Chairman of both the VCNetwork and the YVCA, two non-profit organizations comprising more than 1,000 venture capitalists. In the Cleantech sector, Ira has served on several industry Boards, including the Clean-Tech Investor Summit (2005, 2006, 2007, 2008, 2009, and 2010 Conference Chairman), Cleantech Venture Network (Past Chairman of Advisory Board), ACORE (American Council on Renewable Energy), Energy Investors Forum (Past Conference Chairman), Energy Venture Fair, and California Climate Change Advisory Board. He has also served on the Advisory Boards of the Southern California Tech Coast Alliance, Forum for Women Entrepreneurs (FWE), and the Comerica Venture Capital Advisory Board.
Ira is also an active leader at Stanford University, where his contributions have included teaching the course on Venture Capital and serving on the Board of Visitors of Stanford Law School. Ira is also a Contributor to Nimmer on Copyright, the leading copyright treatise.
Ira received his JD/MBA from Stanford Graduate School of Business and Stanford Law School, where he was an Associate Editor of Stanford Law Review. He holds a B.A. from the University of California, Los Angeles, graduating Phi Beta Kappa and Summa Cum Laude. Summa Cum Laude.
Brad W. Buss has served as a director since 2009. He retired as the Chief Financial Officer of SolarCity Corporation in February 2016 and prior to that role served as the Executive Vice President of Finance and Administration and Chief Financial Officer of Cypress Semiconductor Corporation from 2005 to 2014. Mr. Buss also held prior financial leadership roles with Altera Corporation, Veba Electronics LLC and Wyle Electronics, Inc. Mr. Buss also serves as a director for Advance Auto Parts, Inc. and Cavium, Inc. Mr. Buss was born in Canada and holds a B.A. in economics from McMaster University and an honors business administration degree, majoring in finance and accounting, from the University of Windsor.
Robyn M. Denholm has served as a director since August 2014. Since January 2017, Ms. Denholm has been Chief Operations Officer of Telstra Corporation Limited, a telecommunications company. Prior to Telstra, from August 2007 to February 2016, Ms. Denholm was with Juniper Networks, Inc., a manufacturer of networking equipment (“Juniper”), serving first as its Executive Vice President and Chief Financial Officer and then as its Executive Vice President and Chief Financial and Operations Officer. Prior to joining Juniper, Ms. Denholm served in various executive roles at Sun Microsystems, Inc. from January 1996 to August 2007. Ms. Denholm also served at Toyota Motor Corporation Australia for seven years and at Arthur Andersen & Company for five years in various finance assignments. From April 2016 until April 2017, Ms. Denholm was also a director of ABB Ltd. Ms. Denholm is a Fellow of the Institute of Chartered Accountants of Australia and holds a Bachelor’s degree in Economics from the University of Sydney and a Master’s degree in Commerce from the University of New South Wales.
Mr. Gracias serves as Valor's Chief Executive Officer and Chairman of the Investment Committee. His duties include overall responsibility for the Firm's management, operations, and investing. These include but are not limited to: human resources, management of the Firm's board, raising capital, limited partner communication, deal generation, investment selection, investment strategy, investment committee management, transaction structuring, and portfolio company management and improvement.
Mr. Gracias has over 15 years experience investing in a variety of sectors including private equity, public equity, and real estate transactions. Mr. Gracias is Valor's Founder and Chief Executive Officer. Prior to founding Valor in 2001, Mr. Gracias served as Founder and Managing Member of MG Capital from 1995 through 2000. MG Capital was a private equity firm headquartered in Chicago, Illinois. As the lead transaction principal, Mr. Gracias sourced investments in nine middle market manufacturing companies where MG Capital played the role of lead equity sponsor. He also sourced three non-lead investments in a diverse set of industries. Mr. Gracias served as the Chief Executive Officer of MG Capital's electronic connector holdings, Connector Service Corporation. He managed the company through growth from $10 million to $125 million in revenue before exiting the investment in 2001. In addition, Mr. Gracias served as Chief Executive Officer of Industrial Powder Coatings, Inc., a $65 million revenue supplier to the auto parts and appliance sectors. Prior to MG Capital, Mr. Gracias was an Associate with Goldman, Sachs & Co. in New York where he served the firm's institutional clients in the International Equity Division.
Mr. Gracias is a member of the Commercial Club of Chicago, a member of the Board of Directors of the Grand Victoria Foundation, a member of the Board of Trustees of the Illinois Institute of Technology, a member of the Board of Directors of The Economic Club of Chicago, a Trustee of the Field Museum, and a member of the Board of Visitors of the University of Chicago Law School. Mr. Gracias received the 2008 Immigrant & Refugee Contributions Award for Entrepreneurial & Business Leadership from Changing Worlds, an educational arts non-profit organization. Mr. Gracias is a 2009 Henry Crown Fellow, an Aspen Institute program designed to engage the next generation of leaders in the challenge of community-spirited leadership. He is also a member of several Valor portfolio company boards.
Mr. Gracias holds a joint B.S. and M.S.F.S. (honors degree) in International Finance and Economics from the Georgetown University School of Foreign Service. He also studied corporate structures and economic development at Waseda University in Tokyo, Japan. Prior to completing his Masters, Mr. Gracias returned to Japan as a Nikko Securities Fellow. Mr. Gracias holds a J.D. from the University of Chicago Law School. He is fluent in Spanish, proficient in Portuguese, and has a working knowledge of Japanese.
Linda Johnson Rice has served as a director since 2017. Ms. Rice is currently Chairman and Chief Executive Officer of Johnson Publishing Company (JPC). In addition to her role as Chairman and CEO of JPC and Fashion Fair Cosmetics, Ms. Rice is CEO of Ebony Media Operations and Chairman Emeritus of EBONY Media Holdings, the parent company for the EBONY and Jet brands. Ms. Rice has extensive corporate board experience, having previously served on the boards of a number of companies across a variety of industries, including Bausch & Lomb, Continental Bank, Quaker Oats, Dial Corporation, MoneyGram and Kimberly-Clark Corporation, and currently serving on the boards of Omnicom Group and Grubhub. Ms. Rice is a Trustee at the Art Institute of Chicago, President of the Chicago Public Library Board of Directors, Council Member of The Smithsonian’s National Museum of African American History and Culture, and board member of After School Matters and Northwestern Memorial Corporation.