Elon Musk, the chief government and public face of Tesla, is consistently making information and broadcasting his opinions on his social media web site, 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 expertise government who hardly ever 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 dear automaker. However to her critics, she has failed at her most essential job: serving as a verify on Mr. Musk.
Late final month, a Delaware choose sharply criticized Ms. Denholm’s management whereas placing down Mr. Musk’s 2018 compensation bundle, which is price 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 choose additionally questioned whether or not Ms. Denholm may very well 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 enormously 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 choose mentioned in her ruling.
Mr. Musk has railed towards 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 trend 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 wished him to proceed creating merchandise based mostly on synthetic intelligence at Tesla. Mr. Musk, who owns about 13 % of the corporate’s inventory, desires voting rights equal to at the very least 25 % of Tesla’s shares.
Ms. Denholm might be intently concerned in any resolution to alter the place the corporate is included and in negotiations with Mr. Musk over his pay and want 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 huge 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 workers, defending the corporate’s resolution to put money into analysis and growth. 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 accomplice at New Road Analysis who lined Ms. Denholm at Juniper. “I don’t assume you possibly can have discovered a greater chairman for this very distinctive job” at Tesla.
Maybe the most important threat she has taken is agreeing to guide Tesla’s board.
Addressing an viewers at an occasion in 2022 in Sydney, Australia, Ms. Denholm mentioned she had pals 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 Alternate Fee. The settlement stemmed from Mr. Musk’s declare, on Twitter, that he had secured the funding to take Tesla personal though his plan to take action was in an embryonic state.
Her pals 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 accordance with stories of the speech. She initially turned Mr. Musk down, in accordance with 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 among 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 collection of jobs at massive corporations like Toyota in Australia, the place she was amongst just a few feminine executives, and Solar Microsystems and Juniper in Silicon Valley.
Apart from her place on Tesla’s board, Ms. Denholm serves as chair for the Tech Council of Australia, the nation’s highest-profile expertise trade affiliation. She has owned at the very least 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 % 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 accordance with authorized filings. Whereas she has praised Mr. Musk’s imaginative and prescient, self-discipline and resilience in interviews, she has principally averted discussing him or his erratic feedback on X.
Conor Wynn, an knowledgeable in company decision-making at Monash College in Melbourne, Australia, mentioned Mr. Musk may need chosen Ms. Denholm as a result of she was so totally different from him and had expertise he won’t have.
“You don’t need simply the mad genius on the prime creating stuff,” Mr. Wynn mentioned. “You want any individual who can translate it into motion, and be people-focused and preserve the operations transferring.”
However different specialists 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 all the firm’s shareholders.
“When Denholm took over in 2018, it was hoped she could be the grownup within the room, presumably even a mom determine who may tame this wild youngster,” mentioned 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 mentioned, Ms. Denholm could not have been in a position to 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 look like she was arrange for achievement in reining in Elon Musk,” Ms. Pozner mentioned.
Ms. Denholm’s job is prone to get more durable 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 referred to as her father for recommendation.
“He mentioned: ‘Robyn, what’s the worst factor that may occur? You screw up and you must come dwelling?’” she informed an viewers in Sydney in Might. “I’ve type of taken that method.”
