Kimbal Musk
TeslaAbout Kimbal Musk
Independent director at Tesla since 2004; age 52; current term expires in 2027. He holds a B.Comm. in Business from Queen’s University and is a graduate of The French Culinary Institute in New York City . The Board classifies him as not independent under Nasdaq rules due to his familial relationship with CEO Elon Musk .
Past Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Zip2 Corporation | Co-founder | 1990s–1999 | Acquired by Compaq in March 1999 . |
| OneRiot | CEO | 2006–2011 | Real-time search engine, acquired by Walmart in 2011 . |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| The Kitchen Restaurant Group | Co-founder & Executive Chairman | Since 2004 | Mission-driven food access focus . |
| Big Green (formerly The Kitchen Community) | Executive Director | Since 2010 | Non-profit creating school learning gardens . |
| Square Roots | Co-founder & Chairman | Since 2016 | Urban farming; AI-equipped controlled environments . |
| Nova Sky Stories | Founder & CEO | Since 2022 | Drone light show production . |
| SpaceX | Board member (served) | n/a | Prior board service . |
| Chipotle Mexican Grill | Board member (served) | n/a | Prior board service . |
Board Governance
- Independence status: Not independent under Nasdaq standards; Board determined all directors other than Elon Musk and Kimbal Musk are independent .
- Committee membership: Not listed as a member of Audit, Compensation, Nominating & Corporate Governance, or Disclosure Controls committees for 2024/2025 .
- Attendance and engagement: Each director attended or participated in at least 75% of Board and applicable committee meetings; all directors attended the 2024 Annual Meeting .
- Recusal: Recused from Board consideration and approvals of the A&R 2019 Equity Incentive Plan (special share reserve) and 2025 CEO Performance Award, given indirect interest as Elon Musk’s brother .
| Committee | Member? |
|---|---|
| Audit Committee | No . |
| Compensation Committee | No . |
| Nominating & Corporate Governance Committee | No . |
| Disclosure Controls Committee | No . |
Fixed Compensation
| Metric | FY 2024 |
|---|---|
| Annual retainer (cash) | $0 . |
| Committee fees (cash) | $0 . |
| Meeting fees (cash) | $0 . |
| Equity grants (option awards, grant-date fair value) | $0 . |
- All seven outside directors requested elimination of future cash retainer payments unless otherwise notified .
- Aggregate options outstanding as of Dec 31, 2024: 326,750 for Kimbal Musk (historical awards; not new FY2024 grants) .
Performance Compensation
| Performance-based director awards | FY 2024 |
|---|---|
| RSUs/PSUs/options tied to metrics (director) | None disclosed; 2024 director option awards $0 . |
- Board had previously foregone automatic director stock option grants for 2021–2023 under the Detroit Settlement; no director compensation for 2023 .
Other Directorships & Interlocks
| Entity | Role/Relationship | Potential Interlock/Transaction |
|---|---|---|
| Nova Sky Stories | Kimbal Musk is CEO; Tesla entered a commercial agreement for an aerial show | Tesla incurred ~$0.3 million in 2024 under this agreement (related-party transaction) . |
| SpaceX | Kimbal Musk previously served on board; Elon Musk is executive officer | Multiple commercial agreements exist between Tesla and SpaceX (context for related parties) . |
| Chipotle | Kimbal Musk previously served on board | No Tesla transaction disclosed . |
- Tesla notes investor concerns around related-party transactions and commits to apply its RPT policy (e.g., any potential investment in xAI would be evaluated under RPT processes) .
Expertise & Qualifications
- Senior leadership experience across technology, retail, consumer, non-profit, and mission-driven ventures; provides perspective on strategy and execution .
- Education: B.Comm. (Queen’s University), culinary training (French Culinary Institute) .
Equity Ownership
| Metric | Value |
|---|---|
| Shares beneficially owned | 1,463,220 . |
| Ownership as % of shares outstanding | <1% . |
| Shares pledged as collateral | 1,463,220 (pledged to secure personal indebtedness) . |
| Options outstanding (as of 12/31/2024) | 326,750 . |
- Tesla amended its pledging policy: cap on CEO borrowing and lowered borrowing percentage based on pledged stock for directors/officers to 15% .
Governance Assessment
- Independence: Not independent due to familial relationship with the CEO, which can constrain perceived board independence and investor confidence .
- Committee effectiveness: Not serving on any standing committees; reduces direct influence over audit, risk, compensation, governance oversight .
- Attendance: Meets minimum attendance threshold and attended the annual meeting, supporting baseline engagement .
- Ownership alignment: Holds equity but has pledged all beneficially owned shares (1,463,220), a red flag for alignment and potential forced selling risk under stress .
- Related-party exposure: Nova Sky Stories transaction (~$0.3m in 2024) introduces conflict risk; magnitude is small but underscores need for robust RPT controls .
- Process safeguards: Recusal from Elon Musk compensation decisions is a positive governance practice mitigating conflicts .
- Director pay: No FY2024 director compensation (cash or equity) reduces pay-related governance risk; outside directors requested elimination of cash retainers .
RED FLAGS
- Not independent under Nasdaq due to familial ties .
- Pledging of all beneficially owned shares (1,463,220) .
- Related-party transaction with Nova Sky Stories (CEO role for Kimbal Musk) .