As Tesla tanks, Musk's hand-picked board chair is doing just fine

Sydney: Billionaire entrepreneur Elon Musk is drawing political flak as he champions right-wing causes in Europe and leads President Donald Trump's slashing of the US federal workforce. The controversy is pummeling sales at Tesla, the electric-vehicle giant Musk runs. Its stock has plunged – down 15 per cent on March 10 alone – and investors are yelping in pain.

. Sixteen time zones away, the woman who ostensibly supervises CEO Musk is faring well: Robyn Denholm, hand-picked by Musk to run Tesla's board, is the best-paid chair at any public company in the US.

. The Australian businesswoman has been so richly compensated as Tesla chair that a shareholder lawsuit recently forced her to return part of her fortune. In a separate and ongoing case, a Delaware judge criticized Denholm for okaying a payout for Musk that, if approved by a higher court, would set a record for CEO compensation: $56 billion.

. Relatively unknown when she assumed the chair in 2018, the 61-year-old former accountant has since become recognized as the chief defender of the hotly contested pay package. Denholm's effort to ensure the payout included a court appearance in which she described her own pay from Tesla as "life changing."

.Sunita Williams, Butch Wilmore homecoming: How to watch splashdown live & everything you need to know. Her Tesla compensation since she first joined the board in 2014 has totaled about $682 million in cash and stock, based on recent market prices, according to a Reuters analysis of regulatory filings and research done at the request of the news organization by Equilar, a California-based compensation and governance specialist.

. The figure, which varies with market fluctuations, has grown rapidly because of the surge in the value of Tesla stock during her time as chair. It is the highest compensation for any director at the biggest public U.S. companies, the analysis shows, and is exponentially more than the $3 million a year Denholm has said she previously earned as a telecoms executive.

. Despite the recent fall in Tesla's shares, Denholm already has banked a fortune: To date, she has cashed in about $532 million worth of Tesla shares, according to Equilar, which analyzed dozens of regulatory filings regarding her compensation and stock sales over her time on the board. Some of those sales came as recently as early March, before the stock's decline accelerated last week.

. With her wealth has come criticism of her compensation – and pointed questions about whether the windfall is compromising her oversight of Tesla and the billionaire who enriched her.

. In a ruling last year, the Delaware judge who rejected Musk's compensation package suggested that Denholm's lucrative board pay has hindered her ability to perform her duties. "Ordinary, market-rate compensation does not compromise a director's independence," wrote the judge, Chancellor Kathaleen McCormick of the Delaware Court of Chancery. "Outsized director compensation can."

. Denholm declined to be interviewed for this story. In a statement, a spokesperson for Denholm said her pay is fair and in line with the gains other Tesla shareholders have reaped because of the stock's growth over the years.

. "Tesla's Director Compensation program is 100% aligned with shareholder interests," the statement read. "She only gets paid if the shareholders get paid."

. Tesla and Musk didn't respond to requests for comment for this report. The billionaire CEO and the Tesla board have argued their high compensation is fair because the company's stock has outperformed corporate America.

. Denholm's pay as Tesla chair, while extreme, points to a recurring challenge for corporations: ensuring that boards retain enough independence to oversee a powerful CEO. Denholm rarely speaks of Musk in public pronouncements, let alone in rebuke.

. In her few public remarks about the potential conflict of interest posed by her outsized earnings, Denholm has said her newfound wealth makes her less beholden to Musk, not more. In an interview with the Financial Times newspaper last May, she dismissed as "crap" Judge McCormick's criticism of her tenure as chair.

. "If I didn't agree with something that was going on at the company, I could walk away tomorrow," she said.

. McCormick declined to comment. She has issued two decisions against the Musk package, most recently in December. Tesla has appealed the ruling to the Delaware Supreme Court.

. Some investors are growing deeply worried as Tesla's sales and stock tank. Since December, when the company's market value hit a record high of $1.5 trillion, it has fallen by almost half. Besides missing sales targets, Tesla faces heightened investor pressure to produce autonomous vehicles, which Musk has promised but failed to deliver for about a decade.

. Musk also faces questions about his focus on Tesla while he juggles his demanding roles at Trump's so-called Department of Government Efficiency and his other ventures, including space company SpaceX. Asked in an interview with Fox Business last week how he was managing his businesses while serving as Trump's cost-cutter, he replied: "With great difficulty." He said he hoped to continue his DOGE role for at least another year.

. Some investors are complaining about Denholm's supervision of Musk. Although board positions aren't usually full-time roles with day-to-day management duties, some argue that she is failing to make sure Musk fulfills his own supervisory obligations.

. "It's Robyn and the board's job to hold this guy's feet to the fire, and it's not happening," said Michael R. Levin, a Tesla shareholder based in Chicago.

. "Troubling"

. Denholm's Tesla bonanza is now the seedbed of a family investment firm she established in Sydney – and of the high public profile she is cultivating in Australia. She appointed her two children to manage her family firm, whose mission includes investing in Australian startups. Denholm bought Sydney's two professional basketball teams, and until recently served as operating partner of Australia's biggest venture capital fund.

. In 2021 she emerged onto the "Rich List," a ranking of the nation's wealthiest compiled by the Australian Financial Review newspaper. She has also been named to influential roles: advising Australia's tech sector as chair of a big industry group, and conducting a review for the government of the nation's research-and-development capacity.

. Her multiple sidelines back home, juggling everything from personal property investments to litigation involving one of her basketball teams, don't reassure Tesla investors. "She has a hard job trying to rein in Musk," said Levin, the Chicago-based shareholder. "The fact that she has these other commitments in Australia, that's troubling."

. Denholm's spokesperson said the chair is deeply engaged. She "takes her board duties very seriously and works tirelessly fulfilling them," the statement said. "She is in regular contact with the company and travels to the US at least once every quarter for in person meetings with the Board and leadership team."

. In the past week, after Reuters asked about her many activities outside Tesla, representatives at two of her Australian endeavors said Denholm is pulling back. The tech industry group on March 12 announced Denholm would step down as chair later this month. At Blackbird Ventures, the venture capital firm, where marketing materials until this month still called her a partner, a spokesperson told Reuters she is now only a board member.

. The Reuters review of regulatory, court and property records in the United States and Australia, as well as interviews with 16 people who know the Tesla chair and her family, offer exclusive details about Denholm and the struggle she faces reconciling her Tesla fortune with the expectations of disappointed Tesla shareholders and corporate governance experts.

. Nell Minow, a corporate governance expert and Tesla shareholder, said she reduced her own Tesla holdings amid the payout controversy last year. She said many companies overpay their boards for the amount of work directors actually do – but also don't pay directors enough for all the work shareholders expect of them. Tesla's compensation of Denholm is an outlier, however, she said: "In her case, she's just paid too much."

. Musk, the world's richest person, is also a special case, as he himself has said.

. At times, he has boasted that his large ownership stake in Tesla, estimated at about 13% of the stock, makes him impervious to supervision, even by the carmaker's board. In a 2018 interview with 60 Minutes, the U.S. weekly news program, he said: "I am the largest shareholder in the company and I can just call for a shareholder vote and get anything done that I want."

. Some shareholders and their advocates have suggested ousting Denholm.

. Institutional Shareholder Services, which advises large investors on company resolutions, has recommended that Tesla stock owners vote against her re-election to the board. Among other criticisms, ISS chastised Denholm in a 2023 report for allowing Musk and his brother, both fellow board members, to borrow against Tesla stock. Corporate governance experts frown on the practice because it can create a conflict of interest, for instance, if a loan must be repaid during a market downturn, depressing stock at a time when the share price needs support.

. Denholm's term is up for a vote again next year, but so far, supported by Musk and his allies, she has remained secure on the board. Her annual cash compensation from Tesla started at $45,000 soon after she joined in 2014 and rose to $219,000 when she became chair four years later. But that's dwarfed by the hundreds of thousands of stock options awarded her and other directors for much of the past decade.

. Stock options are common for senior executives at many corporations. But only 2 per cent of the largest US public companies award them to board members, according to a recent survey by Compensation Advisory Partners, a New York consultancy.

. Denholm's "extraordinary" perk allows her to profit on any increase in the stock's value while risking no outlay of her own, said Charles Elson, founding director of the Weinberg Center for Corporate Governance at the University of Delaware. Because Denholm invests no money to acquire the stock, the arrangement "doesn't link her interest with other shareholders."

. Denholm has earned far more than the best-paid directors among the 100 largest public companies in the U.S. by revenue, recent research by Compensation Advisory Partners shows. Considering only her cash compensation and the so-called "grant date accounting" value of stock options, she has been awarded about $3.24 million per year since joining the board – about 10 times the median annual compensation of directors at the other companies, according to the consultancy.

. Her lead likely holds true even after a recent settlement worth up to $919 million in which Denholm and other board members agreed to return an unspecified share of their compensation to the company, according to Reuters' analysis. The settlement, reached in January, followed a shareholder lawsuit alleging that Tesla directors overpaid themselves. That case is distinct from the Delaware suit over Musk's pay.

. Attorneys for the board members said in the settlement filing that directors "acted in good faith and in a manner they reasonably believed to be in the best interests of Tesla and all of its stockholders." Tesla hasn't disclosed the amount Denholm returned.

. 'A badass woman in the business world'

. Denholm grew up in Sydney's working class suburbs, where her parents, immigrants of Maltese descent, bought and operated a BP service station, according to Australian media profiles. She has said she helped clean and do other chores there. Enthralled by science while in high school, she later studied economics in university.

. Upon graduation, she accepted a position with the Sydney office of accounting firm Arthur Andersen, her LinkedIn profile shows. Four years later, at the age of 24, she had Matthew, her first child, and began straddling the demands of home and career, she told The Australian newspaper in 2011. In 1989, she took a job with auto giant Toyota and later moved to the state of Victoria, where her second child, a daughter she named after the state, was born in 1993.

. After seven years in which she rose to become Toyota's national manager for finance, Denholm left for her first job in tech. She quickly advanced through finance and accounting positions with her new employer, Sun Microsystems.

. In 2001, following a divorce, she accepted an offer from Sun to work in its home market of the U.S. – moving as a single mom with her two kids from Sydney to Colorado. She took on increasingly senior roles, eventually becoming a senior vice president with Sun in California.

. Despite her workload, son Matthew told The Australian, she still managed to cook dinner every evening and spend weekends ferrying the kids to basketball games. Matthew and Victoria, both now professionals in Sydney, declined through a spokesperson to comment for this story.

. People who know Denholm personally say she remained modest and approachable even as she grew more successful. One family friend, who asked not to be identified, called her "an amazing mom and a badass woman in the business world."

. In 2007, Denholm became chief financial officer of Juniper Networks, a Silicon Valley maker of networking equipment. She has said she helped Juniper weather the financial crisis of the late 2000s and eventually double sales. In an email to Reuters, Juniper confirmed Denholm's assessment of her time there.

. In 2014, Denholm indulged in one of the valley's emerging status symbols, ordering a Model S, Tesla's top-end vehicle at the time. She also that year had a chance encounter that would make her more than just a customer: At a gathering of corporate finance officers she met Brad Buss, a Musk associate and Tesla board member.

. Denholm described the meeting in a deposition for Musk's compensation case. Buss asked her if she was interested in a seat on the board, at the time still chaired by Musk. Buss didn't respond to requests for comment.

. Denholm joined the board's audit, compensation and other committees. Her financial expertise was useful at a time when the carmaker struggled with production bottlenecks and missed sales targets, which Musk blamed on a lack of factory workers.

. Denholm also continued rising in her executive career: In 2017, Telstra, Australia's largest telecommunications company, hired her as its new chief operating officer and soon promoted her to chief financial officer. The change meant a move back to Sydney from California. But she kept her Tesla board seat and remained close with Musk and other directors.

. They soon turned to her in a crisis. In an August 2018 tweet, Musk said he was considering taking Tesla private. After the tweet caused Tesla shares to surge, stock-market regulators investigated and, later, fined Musk and Tesla for alleged fraud and violation of disclosure rules. Under the terms of a $40 million settlement with the Securities and Exchange Commission, Musk agreed to step down as Tesla chair.

. Kimbal Musk, Elon's brother, suggested that Denholm take the chair, according to a transcript of a deposition he gave for Elon's compensation case. When an attorney asked Kimbal if there were concerns that Denholm lived on another continent, he replied "no," adding that she "takes calls at all times of the day."

. Denholm declined the top role at first, she said during her own deposition in the case. Still, Kimbal took the idea to Elon. "Ultimately Elon asked me, you know, if I would be the chair," Denholm said.

. She assumed the role that November and soon after resigned at Telstra. Kimbal Musk didn't respond to requests for comment. Telstra declined to comment.

. In the years after Denholm's appointment, market enthusiasm for EVs pushed Tesla stock up nearly twenty-fold. Even after the recent selloff, the shares are still worth more than 10 times the value of Tesla stock when she became chair.

. As the price soared, regulatory filings show, Denholm steadily sold shares. She cashed out nearly $120 million worth of the stock in 2021 and more than $140 million last year, according to Equilar, the California-based compensation specialist. As of this month, she still owned around $150 million in Tesla stock and options, Equilar found.

. "WE NEED LEADERSHIP"

. With her new position and wealth, Denholm's profile in Australian society and industry began to rise. She also began plunging into a host of new personal and professional activities there. Daughter Victoria, two people who know her told Reuters, jokes that sometimes even she has to book appointments to meet her busy mother.

. In August 2020, after a spike in the share price, Denholm spent about $4 million on a weekend property at Whale Beach, an exclusive coastal suburb north of Sydney. She also sought to build an elevator from the cliff-top property down to the sand. The elevator was rejected by a local council because it would have "an adverse effect on the aesthetic values of the area," the decision read.

. In early 2021, Denholm joined Blackbird Ventures, the country's biggest venture capital fund, as an operating partner. In the position she would advise startup clients in its investment portfolio, the company said. A Blackbird podcast late last year said she remained in that role, and the fund's web site as recently as March 12 still identified her as such.

. Late last week, following inquiries from Reuters, the web site changed, identifying Denholm as a "board member." Asked to clarify the switch, Blackbird spokesperson Melia Rayner said Denholm had changed roles last year. Rayner didn't say why Blackbird had continued to identify her as partner.

. In 2021, Denholm also became the inaugural chair of the Technology Council of Australia, an industry group working to remake Australian tech. "If we get this right," she told a black-tie gala of Australia's tech elite that December, reported tech-industry publication InnovationAus.com, "we will unlock vital benefits for Australia and we will build a growth engine for the Australian economy for generations to come."

. In a local press release, Denholm said last week she would leave the tech council's chair later this month, but remain on the council's board. She didn't say why she was resigning.

. As her roles in Australia multiplied, Denholm also began building a family business dynasty. With Tesla stock soaring, she approached Deloitte, the accounting and consulting firm, about setting up the family investment firm, court documents related to the firm's founding show. Such firms are commonly established by wealthy clans to help manage family fortunes and seek future growth.

. Deloitte didn't respond to requests for comment.

. In October 2021, Denholm registered Wollemi Capital Group with Australian securities regulators. The firm bore the name of an endangered Australian pine tree. Initial investments included about $640,000 in a shopping mall and about $160,000 in a women-focused venture capital fund. She appointed her children, early-career businesspeople with little investment experience, to manage the firm. She also hired outside advisers.

. Victoria, designated chief executive at the age of 28, had worked on a COVID stimulus program for the state of New South Wales and spent 18 months at a startup advisory for accounting and consulting firm KPMG, her LinkedIn profile shows. Matthew, named chief investment officer, was 33. He had worked as a pub manager, according to his LinkedIn profile, and as an investor and director at a struggling brewery that would later seek protection from creditors.

. Wollemi's early investments included the sport the Denholms enjoyed as a family in the United States – basketball. The decision would soon land them in court.

. In March 2022, Australian regulatory filings show, Wollemi acquired the start of what is now a majority stake in the holding company that controls the Sydney Kings and the Sydney Flames, the city's pro men's and women's teams. Wollemi hasn't disclosed the acquisition price.

. When the Denholms took control, the Flames were on a losing streak and suffering poor morale, people familiar with the team say. Victoria Denholm assumed the title of Flames president, a new position. In a video released by the team, she spoke of the need for more women executives in professional sports. "I'm really excited to kind of bring that new perspective," she said.

. Within months, Victoria was fielding complaints from players that Shane Heal, a former Olympian who was then the Flames' coach, was bullying players. Victoria consulted her mother, according to a Sydney court judgment, and the team hired a law firm to conduct an investigation. Following the probe, the team fired Heal.

. Heal and his attorney declined to comment.

. The ousted coach filed suit against the owners, alleging wrongful dismissal. He levied bullying claims of his own, saying Victoria had told him that a middle-aged man shouldn't be managing a women's team. Victoria denied making the statement, according to the court judgment. The court rejected Heal's wrongful dismissal claim.

. As their basketball business got underway, Denholm also bought more real estate. She paid about $18 million in August 2022 for the double penthouse near Sydney harbor, land records show. The purchase, on an exclusive block known as "The Ritz," set a record for an apartment in the area. Denholm also filed plans to spend about $1.3 million renovating the duplex into a single residence.

. Musk, too, was diving into new fields.

. Last June, he disclosed his growing contacts with Trump, telling shareholders during an annual gathering that the Republican presidential candidate had begun calling him. A month later, after a failed assassination attempt against Trump, Musk formally endorsed him and began bankrolling Trump's campaign and, ultimately, joined his administration.

. Denholm was doubling down on basketball.

. In June 2024, Wollemi acquired a stake in the Australian Women's National Basketball league from the sport's governing body, Basketball Australia. Wollemi and Basketball Australia haven't disclosed the terms. Basketball Australia didn't respond to a request for comment.

. In early March, at a Sydney conference for business leaders attended by Reuters, Denholm held forth and spoke about research and development. In keeping with her limited discussion of Musk in public, she made no mention of him, her role at Tesla or the carmaker's recent woes.

. When a moderator asked her if Australia needed someone like Musk to spur innovation Down Under, she still made no reference to the billionaire.

. "We need leadership," she said. (Additional reporting by Tom Hals and Chris Kirkham. Editing by Paulo Prada)

As Tesla tanks, Musk's hand-picked board chair is doing just fine

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