I don't have time to respond point by point to all of this, but I'll make a few points (come back to me with more bite-sized questions if you have any lingering concerns).
The tranche(s) being exercised is almost always solely driven by the executive's personal tax advisor. I don't often know why certain tranches are being exercised bc everyone has unique financial considerations, but it makes perfect sense to the tax guys. I'm not going to sift through the Outstanding Awards proxy tables (one of my least favorite to put together by the way, what a pain), but if he's focusing on ISOs the reason is most likely because ISOs are tax free (though factored into AMT). Add in the fact that there's charitable donations and possible pledging and you'll be spitting into the wind guessing what the point of it all is. I see no indications of someone trying to cash out or catch a top, however. I also don't see this as a bullish "price about to explode" transaction, either. It's just neutral (aside from the near-term expiry, that's obvious) and driven by personal needs/wants.
Everything you are saying about directors is a red herring and not applicable to what I said. You'll notice I limited all my comments to executives, not directors. Non-executive directors are not subject to the same institutional pressures that executives are. In fact, executives go out of their way to not tell directors what to do with company shares bc of the appearance of "meddling." Non-executive directors are usually held in very high regard and treated with kid gloves at all stages, even with a powerful CEO Chairman.
Thus, non-executive directors are all over the map with share transactions and there's nothing you can read into them. Some just hold forever. Some make a regular habit of selling (Kimball...) and the executives and certainly not the lawyers (me...) are going to say "ummm, Kimbal? Could you go ahead and stop selling so damn often? My phone is ringing off the hook from investors asking why he's selling (yes, these calls are common, and annoying) and my hands are getting tired from preparing Form 4s. kthxbai." Again, they have their own reasons. Most are for diversification and not getting overweighted in anything.
Officers and directors at heavily equity-based comp companies almost never buy on the open market. Why the hell would they? Comp at such places are often weighted 10% base salary, 15% bonus and 75% (or more) equity. You're telling me they should shift even more to equity? Also, the same institutional pressures apply. Everything is perceived to send a signal and they don't even want to send positive signals. They want to send no signals, ever. Elon is an obvious exception.
Options are an unusual vehicle for directors, though that's the culture at a SV startup. 60/40 mix of full-value shares and cash is most common. I'm not troubled by it.
You are concerned that options don't have net income goals? This proves to me you don't have deep executive compensation knowledge or experience. The vast VAST majority of option compensation (at least 95%) are not tied to ANY goals, at all. There is built-in motivation in the options themselves - they have no value at all unless the SP increases after the grant date. In fact, options are rapidly falling out of favor with companies bc many executives find them non-motivational (relative to RSAs/RSUs) even without additional performance conditions, due to the risk of them going to 0 (often without anything done on their part - macros can certainly make naked options be worthless and therefore non-motivational). Adding all the performance conditions just made them even more performance-based, in a very non-market (and shareholder-friendly) manner. Asking for anything more than that is madness. Especially since Tesla comp is insanely equity heavy at the top as it is. They are cashing in huge bc they have grown the SP 20 times over.
I guess this ended up longer than expected, sorry.
