Tom Zhu

About Tom Zhu

Xiaotong (Tom) Zhu is Tesla’s Senior Vice President, APAC and Global Vehicle Manufacturing (since June 2025), having served as Senior Vice President since April 2023; he joined Tesla in April 2014 and previously led Gigafactory Shanghai as Vice President, Greater China . He is 45 years old and holds a Bachelor of Commerce in Information Technology from Auckland University of Technology and an MBA from Duke University . Company performance under the executive team in 2024 included Model Y becoming the world’s best-selling vehicle, achieving the lowest average cost of goods per vehicle (<$35,000), and 31.4 GWh of energy storage (+113.3% YoY), alongside a 400% increase in AI training compute and introduction of the Robotaxi Cybercab product . Company-wide pay-versus-performance disclosure shows strong alignment: from 2022 to 2023, Tesla’s TSR increased 101.7%, net income rose 19.0%, and revenue grew 18.8% (context for NEO incentives) .

Past Roles

External Roles

• No external public-company directorships or committee roles are disclosed for Mr. Zhu in Tesla’s proxy executive officer section .

Fixed Compensation

Tesla states NEOs had no cash bonus program and generally did not provide perquisites or tax reimbursements not available to other employees . At the end of 2024, Mr. Zhu’s annualized base salary rate was $350,000 .

Performance Compensation

Equity Grants and Structure

Vesting Schedules and Conditions (Detailed)

Tesla’s Corporate Governance Guidelines require that no equity award based solely on time may vest earlier than six months from vesting commencement, and impose a six-month post-vesting holding period before NEOs may sell, transfer, pledge or dispose of shares acquired via equity awards .

Performance Metrics, Targets and Payouts

Tesla emphasizes options for NEOs since 2020 to align pay with long-term stock price; Mr. Zhu received 100% of his equity award in options upon promotion to SVP in 2023 .

Equity Ownership & Alignment

Beneficial Ownership (as of September 15, 2025)

Ownership percentages marked “*” represent less than 1% and are calculated on 3,325,150,886 shares outstanding as of September 15, 2025 . No specific pledged-share footnote is indicated for Mr. Zhu; pledged-share details in the Ownership section enumerate pledges for other insiders (e.g., Elon Musk, Kimbal Musk) .

Outstanding Equity Awards at FY 2024 Year-End (Position and Structure)

Stock Ownership Guidelines and Hedging/Pledging Policies

• NEOs must own shares equal in value to at least six times base salary, with a five-year compliance window; equity awards do not count toward the guideline. Compliance is assessed annually; NEOs are either compliant or within the grace period .
• Insider trading policy prohibits short sales, hedging, and derivatives on Tesla securities (excluding broad index instruments) for directors, officers, and employees .
• Corporate Governance Guidelines impose a minimum six-month hold after vest before disposition of shares acquired via awards .

Employment Terms

• Employment status: At-will; NEOs expected to demonstrate exceptional performance to remain on the executive team .
• Severance and change-of-control: As of December 31, 2024, no employment agreements for any specific term, and no contracts or arrangements providing severance/change-in-control benefits for NEOs .
• Clawback: Tesla maintains a clawback policy compliant with Nasdaq and Exchange Act Section 10D, applying to current and former executive officers in the event of an accounting restatement; recoupment of erroneously received incentive compensation covers the prior three completed fiscal years .

Performance & Track Record

• Led Gigafactory Shanghai construction and operations and progressed to leading APAC/global vehicle manufacturing—core operational execution credentials .
• 2024 company achievements under executive leadership: Model Y global #1 by sales, lowest average COGS per vehicle (<$35,000), 31.4 GWh energy storage (+113.3% YoY), FSD training compute +400%, Robotaxi Cybercab introduced .
• Pay-versus-performance context: From 2022 to 2023, Company TSR +101.7%, net income +19.0%, revenue +18.8%, framing strong linkage of NEO incentives to performance outcomes .

Option Exercises and RSU Vesting (Realized in 2023–2024)

Compensation Structure Analysis

• Equity-heavy and at-risk pay: Since 2020, NEO equity awards have been primarily stock options, aligning value realization with long-term stock appreciation; Mr. Zhu received 100% of his equity award in options upon his 2023 promotion to SVP .
• No cash bonuses or special perquisites: Tesla provided no cash bonuses to NEOs and generally avoided perquisites/tax reimbursements not available to other employees .
• Governance safeguards: Repricing of equity awards is prohibited under the A&R 2019 Equity Incentive Plan and Nasdaq rules ; clawback policy covers restatements .
• Year-over-year mix: 2023 total compensation included substantial option grant fair value ($31.6M) ; 2024 had salary and other compensation with no new grants disclosed for Mr. Zhu .

Risk Indicators & Red Flags

• Hedging prohibited; mandatory 6-month post-vesting hold reduces short-term disposal risk .
• No severance/change-of-control cash protections for NEOs could elevate retention risk if external opportunities emerge, particularly given Zhu’s operational importance .
• Pledging oversight: Tesla monitors pledged shares and enforces limits; no pledge footnote indicated for Mr. Zhu in Ownership of Securities as of 2025 .

Equity Ownership & Alignment – Additional Detail

• Vested vs unvested: As of FY2024 year-end, Mr. Zhu held multiple long-dated, in-the-money options with both exercisable and unexercisable tranches, creating continued alignment and retention through time-based and performance-based vesting .
• Stock ownership guideline: 6x salary requirement fosters skin-in-the-game; compliance assessed annually with a five-year grace period for new/existing roles .

Investment Implications

• Retention and execution: Large outstanding and continuing vesting of options across 2018–2023 grants provide meaningful retention hooks for Zhu, whose APAC/global manufacturing remit is mission-critical; lack of severance/change-of-control arrangements shifts retention reliance toward ongoing equity value .
• Selling pressure: RSU vesting occurred in 2023–2024, but insider disposition is constrained by the six-month post-vesting hold and insider trading policy, moderating near-term selling pressure .
• Alignment strength: Ownership guidelines, hedging prohibitions, and equity-heavy incentives indicate strong alignment with long-term shareholder value creation, particularly through manufacturing efficiency and scale in APAC .