The award would vest in tranches and the last two quotas require a board‑approved CEO succession plan. Tesla plans to grant Musk up to 423.7 million performance-based restricted shares — about 12% of the company’s current shares — split into 12 equal tranches. The market-cap milestones must be “sustained,” meaning Tesla must meet both a 30‑day and a six‑month trailing average market value.
