Corporate Governance Our Board of Directors’ commitment to guiding Tesla’s long-term vision is a key component of our ability to execute upon our Board Structure and Responsibilities mission to accelerate the world’s transition to sustainable energy. The Tesla Board has actively driven key decisions focused on achieving long-term growth and profitability, including decisions to: • Develop, manufacture and sell a range of electric vehicles from the ground up, including luxury, affordable and commercial- use models, rather than simply build powertrains for OEMs; • Deploy FSD city streets beta software to our fleet in order to develop complete full-self driving capability in the future; • Establish Tesla-owned stores and service centers rather than use a franchised dealer system; • Create a global network of Superchargers to enable long-distance EV travel; • Build the world’s largest battery factory to meet our needs and reduce battery costs; • Expand into energy generation (solar) and storage through the acquisition of SolarCity Corporation in 2016 to create a vertically integrated sustainable energy company and empower individual consumers to be their own utility; and • Compensate our CEO only if other shareholders realize tremendous value. The Board is directly and regularly engaged with senior management and the Sustainability Council and participates in robust shareholder outreach and feedback. In addition, our directors have significant experience as either top-level executives at public companies, as successful investors or as entrepreneurs who founded successful organizations. Committees of the Board The Board has four standing committees—the Audit Committee, the Compensation Committee, the Nominating and Corporate Governance Committee and the Disclosure Controls Committee—which are each further described in the following pages. Each member of these committees qualifies as an independent director under the listing standards of NASDAQ. In addition, as part of our governance review and succession planning, the Board (led by the Nominating and Corporate Governance Committee) evaluates our leadership structure to ensure that it remains the optimal structure for Tesla, reviews the composition, size and performance of the Board and its committees, evaluates individual directors and identifies and evaluates candidates for election or re-election to the Board. Board role in risk oversight The Board is responsible for overseeing the major risks facing Tesla, while management is responsible for assessing and mitigating Tesla’s risks on a day-to-day basis. In addition, the Board has delegated oversight of certain categories of risk to its independent committees, which then report to the Board, as appropriate, on matters that involve the specific areas of risk that each committee oversees. 78