Tesla Chairwoman Robyn Denholm, who is one of Fortune’sMost Powerful Women, didn’t mince words as she pushed back against a Delaware judge’s criticism of the board’s—as well as her own—oversight of CEO Elon Musk.
In an interview with the Financial Times, she addressed Musk’s historic compensation package that’s worth more than $50 billion and a Delaware court’s January ruling that voided it, with the judge calling the board’s oversight “lackadaisical.”
The judge also singled out Australia-based Denholm, saying she too was “lackadaisical” and suggesting she wasn’t objective enough due to the “life-changing” windfall of $280 million she made by selling Tesla stock options in 2021 and 2022.
“That is crap,” Denholm told the FT. “I had to look up that word . . . I will tell you, anybody who knows me, knows that I am not lackadaisical, now that I know what that word means. It is probably the furthest from the truth. I am really intense and very diligent in what I do.”
She justified her stock awards by echoing the defense of Musk’s compensation package, saying shares have climbed as the company’s performance improved.
Denholm added that rather than clouding her objectivity, the immense wealth from the sale of her stock options has boosted her independence.
“If I didn’t agree with something that was going on at the company, I could walk away tomorrow,” she said. “The fact that you’ve sold shares makes you more financially independent.”
And for good measure, she called the Delaware judge’s claim that she’s too close to Musk “absolute BS.”
Tesla named Denholm to the board in 2014 and tapped her as chair in 2018, after Musk’s infamous “funding secured” tweet that said he was taking the company private at $420 a share.
In a settlement with the Securities and Exchange Commission over the tweet, Musk had to step down as chair, pay a fine, and get approval for tweets from a Tesla lawyer.
Denholm acknowledged to the FT that “we have tough conversations about tweets” but rejected the notion that she is Musk’s babysitter.
“To me, the role of the chair is really to make sure the board has a good relationship with the CEO and the executive team,” she said. “We’re there on behalf of shareholders to make sure that management is doing their job, and their job is primarily to grow shareholder value over time.”
More 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 critical to the future of the company. In fact, despite Musk’s aversion to marketing, Tesla has even bought ads to persuade shareholders to support Tesla’s move to reincorporate in Texas—and ratify Musk’s record pay package from 2018.
In a proxy statement inviting shareholders to the meeting, Denholm wrote last month that a “yea” vote on the pay package would “restore Tesla’s stockholder democracy.”
“Because the Delaware court second-guessed your decision, Elon has not been paid for any of his work for Tesla for the past six years that has helped to generate significant growth and stockholder value,” she added, arguing it was a “matter of fundamental fairness and respect to our CEO.”
The meeting comes during a difficult stretch for Tesla as EV sales have slowed amid cutthroat competition, while shares have tumbled from pandemic-era highs and the company lays off employees.
