Tesla Chairman Robin Denholm didn’t mince words when she pushed back against a Delaware judge’s criticism of the board’s oversight, as well as her own oversight of CEO Elon Musk.
In an interview with the publication Financial TimesShe addressed Musk’s historic compensation package, which is worth more than $50 billion, and a January ruling by a Delaware court that invalidated it, with a judge calling the board’s oversight “lax.”
The judge also singled out Australia’s Denholm, saying she too was “lethargic” and suggesting she lacked objectivity over the “life-changing” $280 million windfall she earned by selling Tesla stock options in 2021 and 2022.
“This is nonsense,” Denholm said. F.T.. “I had to find that word. . . Let me tell you, now that I know what that word means, anyone who knows me knows that I am not apathetic. This is probably the furthest thing from the truth. “I’m very diligent and very diligent in what I do.”
She justified her stock award, repeating a defense of Musk’s compensation package, saying the stock has risen as the company’s performance has improved.
Denholm added that the enormous wealth generated by selling stock options did not cloud her objectivity but enhanced her independence.
“If I didn’t agree with something that was going on at the company, I could leave tomorrow,” she said. “The fact that you sold the shares makes you more financially independent.”
And just in case, she called the Delaware judge’s claim that she was too close to Musk “absolute nonsense.”
Tesla appointed Denholm to its board of directors in 2014 and named her chairman in 2018, following Musk’s infamous “funding secured” tweet that said he was taking the company private at $420 a share.
As part of his settlement with the Securities and Exchange Commission over the tweet, Musk had to step down as chairman, pay a fine and get approval for the tweets from Tesla’s lawyer.
Denholm admitted that F.T. that “we have difficult conversations about tweets” but rejected the idea that she is Musk’s nanny.
“For me, the role of the chair is really to ensure that the board has a good relationship with the CEO and the executive team,” she said. “We advocate on behalf of shareholders to make sure management is doing their job, and their job is first and foremost to increase shareholder value over time.”
Most recently, she and other board members have been trying to win over shareholders ahead of Tesla’s annual meeting on June 13, which could prove crucial to the company’s future. In fact, despite Musk’s aversion to marketing, Tesla even bought advertising to persuade shareholders to support Tesla’s decision to reorganize in Texas and ratify Musk’s record pay package since 2018.
In a proxy statement inviting shareholders to the meeting, Denholm wrote last month that a yes vote on the pay package would “restore Tesla shareholder democracy.”
“Because the Delaware court has questioned your decision, Elon has not been paid for any of his work at Tesla over the past six years, which has helped drive significant growth and shareholder value,” she added, arguing that it is “a matter of fundamental fairness and respect for our to CEO”.
The meeting comes at a difficult time for Tesla as electric vehicle sales have slowed amid intense competition, shares have fallen from pandemic-era highs and the company lays off employees.