Compensation Committee Charter

(as adopted on Jan 25, 2010)
The purpose of the Compensation Committee of the Board of Directors (the "Board") of Tesla Motors, Inc. (the "Company") shall be to discharge the Board's responsibilities relating to the compensation of the Company's executive officers 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 (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 non-employee members of the Board.
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 compete with other businesses in the Company's industries for the talent that the Company needs;
  • 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;
  • In consultation with the Chief Executive Officer, 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;
  • Having the sole authority to retain and terminate any compensation consultant to be used by the Company to assist in the evaluation of executive officer compensation and having sole authority to approve the consultant's fees and other retention terms. The Compensation Committee shall also have authority to obtain advice and assistance from internal or external legal, compensation, accounting or other advisors;
  • 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; and
  • Reviewing its own charter, structure, processes and membership requirements.
The Compensation Committee will meet separately as necessary to fulfill its responsibilities under this Charter. The Compensation Committee may establish its own schedule, which it will provide to the Board.
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.

Committee Members

Ira Ehrenpreis
Ira Ehrenpreis

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
Brad W. Buss

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
Robyn M. Denholm

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.             

Antonio J. Gracias
Antonio J. Gracias

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.