Elon Musk, the chief government and public face of Tesla, is continually making information and broadcasting his opinions on his social media website, X. However the electrical automobile firm has one other chief — one who maintains a a lot decrease profile.
For greater than 5 years, Tesla’s board has been led by Robyn M. Denholm, a know-how government who not often speaks in public exterior her native Australia and posts barely something on X.
To some analysts and traders, Ms. Denholm is the “grownup within the room” who has helped Mr. Musk flip Tesla into the world’s Most worthy automaker. However to her critics, she has failed at her most vital job: serving as a test on Mr. Musk.
Late final month, a Delaware decide sharply criticized Ms. Denholm’s management whereas placing down Mr. Musk’s 2018 compensation bundle, which is value greater than $50 billion. Ms. Denholm took a “lackadaisical method to her oversight obligations” at Tesla, mentioned Chancellor Kathaleen St. J. McCormick of the Delaware Courtroom of Chancery.
The decide additionally questioned whether or not Ms. Denholm might be unbiased from Mr. Musk, as a result of her job on Tesla’s board had earned her greater than $280 million. In court docket final yr, Ms. Denholm described that pay as “life altering.” Her compensation tremendously exceeds what different giant U.S. corporations like Apple and Alphabet, Google’s guardian, pay the unbiased chairs on their boards.
“Musk operates as if freed from board oversight,” the decide mentioned in her ruling.
Mr. Musk has railed in opposition to the ruling, and he mentioned he deliberate to ask shareholders to authorize Tesla to maneuver its incorporation to Texas, the place the corporate has its headquarters. The court docket ruling additionally means the board should style a brand new pay bundle for him.
Individually, Mr. Musk demanded final month, two weeks earlier than the Delaware ruling, that Tesla’s board considerably improve his management over the corporate if it needed him to proceed growing merchandise primarily based on synthetic intelligence at Tesla. Mr. Musk, who owns about 13 % of the corporate’s inventory, desires voting rights equal to no less than 25 % of Tesla’s shares.
Ms. Denholm will probably be intently concerned in any resolution to vary the place the corporate is integrated and in negotiations with Mr. Musk over his pay and need for extra management. She has mentioned nothing publicly about these issues and didn’t reply to a request for an interview.
Ms. Denholm has spent over 40 years in operational and monetary jobs at large corporations in Australia and the USA. She is broadly thought-about a peaceful, understated presence with an urge for food for infrequent calculated dangers. As chief monetary officer at Juniper Networks, for instance, she resisted strain from Wall Road to chop prices and lay off staff, defending the corporate’s resolution to put money into analysis and improvement. The technique paid off, some analysts mentioned.
“She’s very down-to-earth, very straight, very independent-minded, a really relaxed character,” mentioned Pierre Ferragu, a managing companion at New Road Analysis who coated Ms. Denholm at Juniper. “I don’t suppose you might have discovered a greater chairman for this very distinctive job” at Tesla.
Maybe the largest threat she has taken is agreeing to steer Tesla’s board.
Addressing an viewers at an occasion in 2022 in Sydney, Australia, Ms. Denholm mentioned she had associates who suggested her to not settle for Mr. Musk’s provide after he agreed to step down as chairman in 2018 as a part of a settlement with the Securities and Trade Fee. The settlement stemmed from Mr. Musk’s declare, on Twitter, that he had secured the funding to take Tesla non-public although his plan to take action was in an embryonic state.
Her associates had warned her that she could be main the board of an organization “with a contrarian founder, and that on the time was not worthwhile,” Ms. Denholm mentioned, in response to stories of the speech. She initially turned Mr. Musk down, in response to authorized filings, however he requested her once more, and she or he agreed and resigned from her job as chief monetary officer at Telstra, an Australian telecommunications firm.
One in all three kids of European immigrants to Australia, Ms. Denholm, 60, grew up within the suburbs of Sydney, the place she attended what she has described as a “garden-variety public faculty.” On weekends and through faculty holidays, she helped her mother and father stability the books and repair vehicles at their fuel station.
Ms. Denholm studied economics on the College of Sydney and began her profession at Arthur Andersen, the accounting agency. She had a sequence of jobs at giant corporations like Toyota in Australia, the place she was amongst just a few feminine executives, and Solar Microsystems and Juniper in Silicon Valley.
In addition to her place on Tesla’s board, Ms. Denholm serves as chair for the Tech Council of Australia, the nation’s highest-profile know-how business affiliation. She has owned no less than three crimson Teslas and, in a Sky Information interview in 2014, described herself as “genuinely curious.” Her household funding workplace, began in 2021, has a concentrate on women-led tech start-ups and owns a 30 % stake in her hometown’s two basketball groups — the Sydney Kings and Sydney Flames.
Ms. Denholm was not acquainted with Mr. Musk earlier than 2014, when a member of the corporate’s board recruited her, in response to authorized filings. Whereas she has praised Mr. Musk’s imaginative and prescient, self-discipline and resilience in interviews, she has principally prevented discussing him or his erratic feedback on X.
Conor Wynn, an skilled in company decision-making at Monash College in Melbourne, Australia, mentioned Mr. Musk might need chosen Ms. Denholm as a result of she was so completely different from him and had abilities he may not have.
“You don’t need simply the mad genius on the high creating stuff,” Mr. Wynn mentioned. “You want anyone who can translate it into motion, and be people-focused and preserve the operations shifting.”
However different consultants mentioned Ms. Denholm’s job was not simply to enrich Mr. Musk. Because the chief of Tesla’s board, she has an obligation to supervise the chief government and do what’s greatest for the entire firm’s shareholders.
“When Denholm took over in 2018, it was hoped she could be the grownup within the room, probably even a mom determine who may tame this wild little one,” mentioned Jo-Ellen Pozner, affiliate professor of administration on the Leavey Faculty of Enterprise at Santa Clara College. “That has clearly not occurred.”
However, Ms. Pozner mentioned, Ms. Denholm could not have been capable of handle Mr. Musk as a result of nearly the entire different Tesla administrators have private or monetary ties to him. One board member is Mr. Musk’s brother, Kimbal. A number of others have been near Mr. Musk personally, professionally or each for a few years.
“It doesn’t appear to be she was arrange for achievement in reining in Elon Musk,” Ms. Pozner mentioned.
Ms. Denholm’s job is more likely to get harder this yr than it has been. Along with looming choices in regards to the firm’s incorporation and Mr. Musk’s demand for higher management, Tesla’s inventory is down about 24 % this yr as a result of traders are fearful about slowing gross sales and slumping income.
At a convention final yr, Ms. Denholm described how she handled uncertainty and doubt. Early in her profession, confronted with jitters a couple of looming worldwide transfer, Ms. Denholm mentioned, she known as her father for recommendation.
“He mentioned: ‘Robyn, what’s the worst factor that may occur? You screw up and you need to come residence?’” she instructed an viewers in Sydney in Could. “I’ve form of taken that method.”
