Joe Gebbia

About Joe Gebbia

Joe Gebbia (age 44) has served on Tesla’s Board since 2022 and is currently a Class III director nominated for reelection at the 2025 Annual Meeting. He co-founded Airbnb, serves on Airbnb’s board, launched housing venture Samara, and holds dual degrees in Graphic and Industrial Design from RISD. In August 2025, he was appointed the United States’ first Chief Design Officer, leading the National Design Studio for the “America by Design” initiative, and brings expertise in design, brand, and navigating complex regulatory environments .

Past Roles

External Roles

Board Governance

• Committee assignments: Member, Audit Committee (Audit Committee members include Robyn Denholm (Chair), Joe Gebbia, Jack Hartung, James Murdoch; Audit Committee met 9 times in 2024) .
• Independence: The Board determined all current directors other than Elon Musk (CEO) and Kimbal Musk are independent under Nasdaq rules; the Board reviewed minority investments (including by Joe Gebbia) and concluded none were material or impeded independent judgment .
• Attendance and engagement: Each director attended at least 75% of the aggregate Board and applicable committee meetings during 2024; the Board held 29 meetings, Audit 9, Compensation 9, Nominating & Corporate Governance 7, demonstrating high cadence and engagement .
• Years of service: Director since 2022; Class III term expiring in 2025 and nominated for a new three-year term expiring in 2028 .
• Special committee conduct: In 2024, he was initially appointed to the redomestication/CEO pay ‘Special Committee’ and voluntarily stepped down the next day “out of an abundance of caution” to avoid perceived conflicts, with the committee proceeding as a single-member independent committee thereafter .

Fixed Compensation (Director)

Tesla’s non-employee director pay emphasizes equity over cash; in practice, all outside directors requested elimination of future cash retainers, and the 2024 director compensation table shows $0 paid to directors. The Board had previously foregone automatic annual option grants; several directors also returned unexercised options per the 2025-approved derivative settlement implementation.

Notes:

• Director compensation policy prioritizes at-risk stock options (historically) over cash, but annual option grants were foregone starting 2021/2022, and certain prior options were cancelled in May 2025 per the “Detroit Settlement Agreement” (1,957,861 options returned across certain directors; share pool adjusted) .

Performance Compensation

• None for directors. Tesla’s director program (when active) used time-vested stock options rather than performance metrics; no 2024 director equity grants or performance-based awards were disclosed for Joe Gebbia .

Other Directorships & Interlocks

Expertise & Qualifications

• Design/brand/innovation expertise; experience scaling a global consumer platform and operating within complex regulatory environments .
• Education: Dual degrees in Graphic Design and Industrial Design (RISD) .
• Public company governance and audit oversight experience via Airbnb and Tesla’s Audit Committee .
• Federal design leadership (Chief Design Officer role) indications of cross-sector service delivery and UX modernization capabilities .

Equity Ownership

• Shares outstanding: 3,325,150,886 as of Sept 15, 2025; “*” denotes less than 1% .
• Stock ownership guidelines: Directors must hold Tesla stock equal to at least 5x the annual cash retainer (calculated “regardless of whether or not the retainer has been waived”); compliance assessed after a five-year grace period from role start and annually thereafter. The company discloses that all directors are either compliant or within the grace period; equity awards do not count toward the guideline .
• Hedging/short sales: Prohibited under Tesla’s insider trading policy .
• Pledging: Permitted under policy within limits—directors/officers (other than CEO) may pledge up to 15% of the value of their pledged stock; no individual pledging by Gebbia is disclosed .

Governance Assessment

• Strengths for board effectiveness: Independent director; Audit Committee member; strong meeting cadence with 75%+ attendance threshold achieved; governance sensitivity evidenced by voluntarily stepping off a special committee to avoid perceived conflicts. Background in design/UX and global brand building complements Tesla’s product-led strategy and AI/robotics ambitions .
• Alignment and incentives: Very low reported share ownership (4,111 shares) relative to Tesla’s scale may weaken direct financial alignment, though company-wide ownership guidelines apply with a grace period for newer directors and cash retainers have been waived (reducing pay-related conflicts) .
• Conflicts/related parties: Board reviewed minority investments (including Gebbia) and deemed them not material and non-impairing to independence; no Gebbia-related party transactions were disclosed in the proxy .
• Risk indicators: Pledging is permitted (within limits), but no director-specific pledging by Gebbia is disclosed; hedging is prohibited; attendance thresholds met; no say-on-pay linkage for directors (no 2024 pay) .

Key takeaway: Gebbia is an independent, Audit-committee director with strong design/brand credentials; governance posture is conservative (cash retainer waived; no 2024 equity), independence affirmed, and attendance thresholds met. The primary alignment watchpoint is low direct share ownership pending ownership-guideline compliance timing .