Elon Musk, the chief government and public face of Tesla, is consistently making information and broadcasting his opinions on his social media website, X. However the electrical automotive 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 hardly ever speaks in public exterior her native Australia and posts barely something on X.
To some analysts and buyers, 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 verify 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, stated Chancellor Kathaleen St. J. McCormick of the Delaware Courtroom of Chancery.
The decide additionally questioned whether or not Ms. Denholm could possibly 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 significantly exceeds what different massive 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 stated in her ruling.
Mr. Musk has railed in opposition to the ruling, and he stated 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 enhance his management over the corporate if it needed him to proceed growing merchandise based mostly on synthetic intelligence at Tesla. Mr. Musk, who owns about 13 p.c of the corporate’s inventory, desires voting rights equal to no less than 25 p.c of Tesla’s shares.
Ms. Denholm shall 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 stated 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 relaxed, 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 Avenue 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 stated.
“She’s very down-to-earth, very straight, very independent-minded, a really relaxed character,” stated Pierre Ferragu, a managing companion at New Avenue Analysis who lined Ms. Denholm at Juniper. “I don’t assume you might have discovered a greater chairman for this very distinctive job” at Tesla.
Maybe the largest danger she has taken is agreeing to steer Tesla’s board.
Addressing an viewers at an occasion in 2022 in Sydney, Australia, Ms. Denholm stated she had mates who suggested her to not settle for Mr. Musk’s supply after he agreed to step down as chairman in 2018 as a part of a settlement with the Securities and Alternate 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 mates 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 stated, in keeping with stories of the speech. She initially turned Mr. Musk down, in keeping with authorized filings, however he requested her once more, and he or she agreed and resigned from her job as chief monetary officer at Telstra, an Australian telecommunications firm.
One among three youngsters 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 college.” On weekends and through college holidays, she helped her dad and mom steadiness the books and repair vehicles at their gasoline station.
Ms. Denholm studied economics on the College of Sydney and began her profession at Arthur Andersen, the accounting agency. She had a collection of jobs at massive corporations like Toyota in Australia, the place she was amongst a couple of feminine executives, and Solar Microsystems and Juniper in Silicon Valley.
Moreover 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 pink 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 p.c 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 keeping with 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, stated Mr. Musk may need chosen Ms. Denholm as a result of she was so completely different from him and had abilities he won’t have.
“You don’t need simply the mad genius on the prime creating stuff,” Mr. Wynn stated. “You want any person who can translate it into motion, and be people-focused and preserve the operations transferring.”
However different consultants stated Ms. Denholm’s job was not simply to enhance Mr. Musk. Because the chief of Tesla’s board, she has an obligation to supervise the chief government and do what’s greatest for all the 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 might tame this wild little one,” stated Jo-Ellen Pozner, affiliate professor of administration on the Leavey College of Enterprise at Santa Clara College. “That has clearly not occurred.”
However, Ms. Pozner stated, Ms. Denholm might not have been capable of handle Mr. Musk as a result of virtually all the 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 stated.
Ms. Denholm’s job is prone to get harder this yr than it has been. Along with looming selections in regards to the firm’s incorporation and Mr. Musk’s demand for better management, Tesla’s inventory is down about 24 p.c this yr as a result of buyers are anxious 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 few looming worldwide transfer, Ms. Denholm stated, she known as her father for recommendation.
“He stated: ‘Robyn, what’s the worst factor that may occur? You screw up and it’s a must to come residence?’” she instructed an viewers in Sydney in Might. “I’ve kind of taken that method.”
