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Tesla names Robyn Denholm as new Chair of the Board, replacing Elon Musk

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Effective immediately, finance veteran and longtime board member Robyn Denholm will be the Chair of Tesla’s Board of Directors, replacing outgoing Chairman Elon Musk. The appointment, which was announced late Wednesday, was posted on the company’s official blog.

Robyn Denholm has been a member of Tesla’s Board since 2014, a time when the electric car maker was still producing just one vehicle, the Model S. As such, Ms. Denholm is no stranger to Tesla’s hyper-driven environment and ambitious goals, being witness to the growing pains the company went through with the Model X ramp and the Model 3’s “production hell.” Ms. Denholm was also appointed as the electric car maker’s Audit Committee Chair.

Prior to her appointment as Elon Musk’s replacement, she was serving as the Chief Finance Officer and Head of Strategy at Telstra, Australia’s largest telecommunications company. Once her six-month notice period with the Australian firm is complete, she will be working as Tesla’s Chair on a full-time basis. As she completes her final months at Telstra, Ms. Denholm will be stepping down from her post as the electric car maker’s Audit Committee Chair as well.

Robyn Denholm, Tesla’s new Board Chair. [Credit: Tesla]

Robyn Denholm will be bringing a considerable amount of financial expertise to Tesla. From July 2013 to February 2016, for example, she served as the Chief Financial & Operations Officer of Juniper Networks. At Juniper, she was responsible for finance, administration and business operations, including planning, real estate, investor relations, internal audit, IT, and manufacturing operations. Under her leadership, Juniper’s revenues more than doubled. She was also a key driver of the company’s 2014 restructuring, which resulted in Juniper Networks reaching record revenue and profitability.

The finance veteran is no stranger to the auto industry as well, having worked for Toyota Motor Corporation Australia in the past. During her time with the Japanese carmaker, she served as Toyota Australia’s National Manager of Finance.

Being with the electric car maker since 2014, Ms. Denholm is heavily invested in Tesla’s long-term success and profitability. A report from the Financial Review published last August noted that as of Tesla’s last annual report, the incoming Board Chair held around 140,000 TSLA shares vesting over time. At the current price of the electric car maker’s stock, these shares would amount to more than $48 million. A statement from Tesla to CNBC further noted that Ms. Denholm would receive 8,000 stock options each year and a cash retainer of $300,000.

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“I believe in this company, I believe in its mission, and I look forward to helping Elon, and the Tesla team achieve sustainable profitability and drive long-term shareholder value,” Ms. Denholm said.

Tesla delivered a record number of Model 3 in Q3 2018. [Credit: Avron/Twitter]

For his part, Elon Musk noted that the finance veteran had contributed greatly towards Tesla’s transition into a profitable company. Musk also stated that he is looking forward to working with Tesla’s new Board Chair.

“Robyn has extensive experience in both the tech and auto industries, and she has made significant contributions as a Tesla Board member over the past four years in helping us become a profitable company. I look forward to working even more closely with Robyn as we continue accelerating the advent of sustainable energy,” Musk said.

Robyn Denholm’s appointment as Tesla’s new Board Chair is part of Elon Musk’s settlement with the Securities and Exchange Commission, which filed a lawsuit against the CEO over his now-infamous tweet last August, where he stated that he was considering taking Tesla private at $420 per share and that he had “funding secured.” Under the terms of the settlement, Elon Musk was required to step down as Chairman of Tesla’s Board. Two new independent directors would also have to be appointed. Elon Musk and Tesla Inc. would have to pay a fine of $20 million each as well, which would, in turn, be distributed to harmed investors under a court-approved process.

Tesla turned over a new leaf in the third quarter when it surprised Wall Street by posting $6.8 billion in revenue and beating earnings estimates with a GAAP profit of $312 million. During the earnings call and in a recent appearance at the Recode Decode podcast, Elon Musk stated that Tesla would stay cash-flow positive in the coming quarters. With a Board Chair that has an extensive background in finance, Tesla’s coming quarters would likely be even more profitable. 

Tesla’s official blog post on Robyn Denholm’s appointment as new Board Chair could be accessed here.

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Simon is an experienced automotive reporter with a passion for electric cars and clean energy. Fascinated by the world envisioned by Elon Musk, he hopes to make it to Mars (at least as a tourist) someday. For stories or tips--or even to just say a simple hello--send a message to his email, simon@teslarati.com or his handle on X, @ResidentSponge.

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Twitter co-founder Jack Dorsey endorses Elon Musk Tesla pay package

Dorsey framed the pay package as an engineering and governance crossroads for Tesla.

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Twitter co-founder and Square CEO Jack Dorsey has publicly backed Elon Musk’s leadership ahead of Tesla’s pivotal shareholder vote, which is expected to be decided later today at the company’s 2025 annual meeting. 

Dorsey framed the pay package as an engineering and governance crossroads for Tesla.

Dorsey’s public nod framed as an engineering defense of Musk

In a post on X, Dorsey weighed in on Tesla’s post about being in a “critical inflection point.” As per the Twitter-co-founder, the vote on Musk’s 2025 performance award is not about compensation. Instead, it’s about ensuring the path for the company’s engineering in the coming years. 

“This is not about compensation. it’s about ensuring a principled (and exciting!) engineering approach to the company’s future,” Dorsey wrote on his post, later stating that users of Cash app with TSLA shares would be able to vote for the CEO’s proposed 2025 performance award. 

Elon Musk appreciated Dorsey’s endorsement, responding to the Twitter co-founder’s post with a heart emoji. Musk has been pretty thankful for the support for is fellow tech executives, also thanking Michael Dell recently, who also advocated for its proposed 2025 performance award.

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Musk’s support

While Elon Musk’s 2025 performance award has received opposition from proxy advisors such as Glass Lewis and ISS, it has received quite a lot of support from longtime bulls such as ARK Invest, and, more recently, Schwab Asset Management following calls from TSLA retail shareholders. 

“Schwab Asset Management’s approach to voting on proxy matters is thorough and deliberate. We utilize a structured process that focuses on protecting and promoting shareholder value. We apply our own internal guidelines and do not rely on recommendations from Glass Lewis or ISS. In accordance with this process, Schwab Asset Management intends to vote in favor of the 2025 CEO performance award proposal. We firmly believe that supporting this proposal aligns both management and shareholder interests, ensuring the best outcome for all parties involved,” Charles Schwab told Teslarati.

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Tesla Robotaxi and autonomy dreams lean on shareholders: Wedbush

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Credit: Tesla Europe & Middle East/X

Tesla’s dreams of developing a Robotaxi suite that utilizes a fully autonomous platform developed by the company’s top-tier talent now lean on shareholders and perhaps the most crucial vote in its history.

That’s what Dan Ives of Wedbush said in a new note to investors on Wednesday. As the Annual Shareholders’ Meeting is now just one day away, investors are down to their final chance to vote for or against Elon Musk’s new compensation plan.

Ives wrote that, while the company has made its intentions clear, wanting to maintain Musk, pay him accordingly, and give him the voting power he has long wanted, ultimately, the responsibility falls on investors.

As many retail shareholders have pushed for people to vote for Musk’s compensation package, there are a handful of large-scale funds and firms that have decided to go in another direction. Bullish Wall Street firms, Wedbush being one of them, believe it is crucial for Tesla to maintain Musk.

The vote could have major implications on whether Tesla launches an autonomous Robotaxi suite in the near future, Ives says:

“Getting Musk’s pay package approved tomorrow at the highly anticipated meeting will be a big step towards advancing Tesla’s future goals with the autonomous and Robotaxi roadmap ahead.”

While some investors are convinced the company is ready to go in a different direction simply based on Musk’s political involvement over the past year, many investors are under the impression that the development of Tesla’s autonomy suite, as well as its prowess in the EV sector, would fall if Elon were not at the helm.

Tesla’s Board of Directors has already stated that they have received confirmation that Musk’s political involvement would wind down in a timely manner. Moving forward, his focus will not veer from the mission of any of his companies; at least that’s what can be gathered from some of the Board’s communications over the past month.

Musk’s new compensation package is incentivized by performance metrics and will require him to achieve a handful of lofty tranches. He will not get paid unless he drives shareholder value, which is something many skeptics tend to leave out.

Ives continues:

“This new incentive-driven pay package for Musk would also provide an additional 423 million shares of common stock (~12% of shares), which would increase his ownership of Tesla up to ~25% voting power, which we believe was critical to keep Musk at the helm to lead Tesla through the most critical time in the company’s history. We believe this was the smart move by the Board to lay out these incentives/pay package at this key time as the biggest asset for Tesla is Musk…and with the AI Revolution, this is a crucial time for Tesla ahead with autonomous and robotics front and center.”

Wedbush maintained its Outperform rating and $600 price target on shares.

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UPDATE: Tesla investors push Charles Schwab for Musk comp plan clarification

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tesla cybertruck elon musk
Tesla CEO Elon Musk unveils futuristic Cybertruck in Los Angeles, Nov. 21, 2019 (Photo: Teslarati)

Update: 4:00 p.m. EDT – Charles Schwab has reached out to TESLARATI with the following statement, clarifying that it plans to vote FOR Musk’s compensation package:

“Schwab Asset Management’s approach to voting on proxy matters is thorough and deliberate. We utilize a structured process that focuses on protecting and promoting shareholder value. We apply our own internal guidelines and do not rely on recommendations from Glass Lewis or ISS. In accordance with this process, Schwab Asset Management intends to vote in favor of the 2025 CEO performance award proposal. We firmly believe that supporting this proposal aligns both management and shareholder interests, ensuring the best outcome for all parties involved.”
There have also been updates to the headline and various paragraphs to reflect this as well as accuracy.

Tesla investors are pushing Charles Schwab for clarification after it was expected to vote against CEO Elon Musk’s pay package.

Several high-profile Tesla influencers are speaking out against Charles Schwab, saying its decision to vote against the plan that would retain Musk as CEO and give him potentially more voting power if he can achieve the tranches set by the company’s Board of Directors.

The Tesla community appeared to see that Schwab is one firm that tends to vote against Musk’s compensation plans, as they also voted against the CEO’s 2018 pay package, which was passed by shareholders but then denied by a Delaware Chancery Court.

Schwab’s move was recognized by investors within the Tesla community and now they are speaking out about it:

At least six of Charles Schwab’s ETFs were expected to vote against Tesla’s Board recommendation to support the compensation plan for Musk. The six ETFs represent around 7 million Tesla $TSLA shares.

Jason DeBolt, an all-in Tesla shareholder, summarized the firm’s decision really well:

As a custodian of ETF shares, your fiduciary duty is to vote in shareholders’ best interests. For a board that has delivered extraordinary returns, voting against their recommendations doesn’t align with retail investors, Tesla employees, or the leadership we invested to support. If Schwab’s proxy voting policies don’t reflect shareholder interests, my followers and I will move our collective tens of millions in $TSLA shares (or possibly hundreds of millions) to a broker that does, via account transfer as soon as this week.”
Tesla shareholders will vote on Musk’s pay package on Thursday at the Annual Shareholders Meeting in Austin, Texas.

It seems more likely than not that it will pass, but investors have made it clear they want a decisive victory, as it could clear the path for any issues with shareholder lawsuits in the future, as it did with Musk’s past pay package.

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