Tesla shareholders will vote next week to ratify Musk’s stock option grant for a second time after a judge rescinded the award in January. The Delaware Chancery Court ruled that there was a lack of independence among directors and that improper negotiations took place between Musk and the board. Denholm, speaking on CNBC, said she has been in discussions with Tesla’s largest investors on a daily basis about the June 13 vote on Musk’s pay in recent weeks.

However, on Thursday Denholm said she was directly addressing Tesla’s cohort of retail shareholders. The independent board chair explained that the vote boils down to “fairness to our CEO.” Shareholders have benefited tremendously, she said, with Musk’s leadership ushering in $735 billion in market value from 2018 to 2023. Employees, shareholders, and customers have all reaped rewards—everyone except Musk himself, argued Denholm. The Tesla leader took “a huge risk” with the pay package, and had he not hit the milestones in the plan approved by investors in 2018, he would have not been paid a penny.

“That risk-reward is very important in Corporate America,” said Denholm on CNBC. “It’s very important from a reaching for the stars perspective if you like, or for Mars in this case.” Ambitious goals and commensurate compensation are what drives innovation, and the stock options underlying Musk’s pay package are “very well earned,” said Denholm.

Not all shareholders are on board. 

New York City Comptroller Brad Lander and other investors met this week to discuss the Tesla vote. The NYC retirement funds hold Tesla shares worth about $627 million and will vote against Musk’s pay plan and the reelection bids of Kimbal Musk and James Murdoch. Musk’s brother and Murdoch are too close to the Tesla CEO and so are other board members, said Lander.

“A billionaire can’t just have his brother and his besties be the ones to decide what rules they’ll follow, what courts they’ll listen to, and what rules they’ll abide by,” said Lander this week. Amalgamated Bank and half a dozen other Tesla investors have also indicated in a letter that they plan to withhold support for Musk’s pay plan or the board members’ election bids.  

Tesla did not immediately respond to a request for comment.

According to Denholm, the board deliberated over what would happen if shareholders didn’t approve Musk’s pay and directors determined that a second vote with the additional disclosures the judge asked for was the best option. She admitted that it was possible the pay plan could be subject to another legal challenge even if investors approved it, but that it would be detrimental to shareholder primacy.

Plus, ratifying the prior plan rather than creating a new plan would cost investors more in the long run, said Denholm. The company already took a stock-based compensation charge of over $2 billion when the options were first granted. Today, that charge would be $25 billion. But aside from the cost, Denholm said Musk deserves to be paid for his work.

“Put yourself in his shoes,” she said. “You’ve worked really hard, incredibly hard, over six years to lead the company through transformational growth” that nobody thought was possible. After all that effort to hit the goals only to have the package overturned even after a deal was struck would be incredibly difficult to overcome.

“How would you feel?” said Denholm.