Elon Musk, CEO and public face of Tesla, constantly appears in the news and broadcasts his opinions on his social media site, X. But the electric car company has another leader, one who keeps a much lower profile.
For more than five years, Tesla's board of directors has been led by Robyn M. Denholm, a technology executive who rarely speaks publicly outside her native Australia and barely posts anything on X.
For some analysts and investors, Denholm is the “adult in the room” who has helped Musk turn Tesla into the world's most valuable automaker. But to his critics, he has failed at his most important job: serving as a check on Musk.
Late last month, a Delaware judge sharply criticized Denholm's leadership while voiding Musk's 2018 compensation package, worth more than $50 billion. Ms. Denholm took an “indifferent approach to her supervisory obligations” at Tesla, said Chancellor Kathaleen St. J. McCormick of the Delaware Court of Chancery.
The judge also questioned whether Ms. Denholm could be independent of Musk, because her work on Tesla's board of directors had earned her more than $280 million. In court last year, Ms. Denholm described that payment as “life-changing.” Her compensation far exceeds what other large American companies such as Apple and Alphabet, Google's parent company, pay their independent board chairs.
“Musk operates as if he were free from the board's oversight,” the judge said in her ruling.
Musk criticized the ruling and said he planned to ask shareholders to authorize Tesla to move its incorporation to Texas, where the company is based. The court ruling also means the board must design a new pay package for him.
Separately, Musk demanded last month, two weeks before the Delaware ruling, that Tesla's board of directors significantly increase its control over the company if it wanted it to continue developing ai-based products at Tesla. Musk, who owns about 13 percent of the company's shares, wants voting rights equivalent to at least 25 percent of Tesla shares.
Denholm will be closely involved in any decision to change where the company is incorporated and in negotiations with Musk over her salary and her desire for more control. She has not said anything publicly about these matters and did not respond to an interview request.
Ms Denholm has worked for more than 40 years in operational and financial roles in large companies in Australia and the United States. She is considered a calm and understated presence, with an appetite for occasional calculated risks. As chief financial officer of Juniper Networks, for example, she resisted pressure from Wall Street to cut costs and lay off employees, defending the company's decision to invest in research and development. The strategy paid off, some analysts said.
“She's down to earth, very upright, very independent-minded and has a very relaxed character,” said Pierre Ferragu, a managing partner at New Street Research who covered Ms. Denholm at Juniper. “I don't think you could have found a better president for this unique position” at Tesla.
Perhaps the biggest risk he has taken is agreeing to lead Tesla's board of directors.
Addressing an audience at an event in 2022 in Sydney, Australia, Ms. Denholm said she had friends who advised her not to accept Mr. Musk's offer after he agreed to step down as chairman in 2018 as part of a deal with Securities and Exchange Commission. Exchange. Commission. The deal arose from Musk's claim, on Twitter, that he had obtained the funds to take Tesla private even though his plan to do so was in an embryonic state.
Friends had warned him that he would lead the board of a company “with a contrary founder, and that at the time was not profitable,” Denholm said, according to reports of the speech. She initially rejected Musk's offer, according to legal documents, but he asked her again and she accepted and resigned from her job as chief financial officer of Telstra, an Australian telecommunications company.
Denholm, 60, one of three children of European immigrants to Australia, grew up in suburban Sydney, where she attended what she described as an “ordinary public school.” On weekends and during school holidays, she helped her parents balance the books and service cars at her gas station.
Ms Denholm studied economics at the University of Sydney and began her career at Arthur Andersen, the accounting firm. She had a series of jobs at large companies such as Toyota in Australia, where she was among a few female executives, and Sun Microsystems and Juniper in Silicon Valley.
In addition to her role on Tesla's board, Ms Denholm serves as president of the tech Council of Australia, the country's highest-profile technology industry association. She has owned at least three red Teslas and, in an interview with Sky News in 2014, she described herself as “genuinely curious.” Her family investment office, launched in 2021, focuses on female-led tech startups and she owns a 30 per cent stake in her two hometown basketball teams: the Sydney Kings and the Sydney Flames. .
Denholm did not know Musk before 2014, when a member of the company's board of directors recruited her, according to legal documents. While she has praised Musk's vision, discipline and resilience in interviews, she has mostly avoided talking about him or his erratic comments about X.
Conor Wynn, a corporate decision-making expert at Monash University in Melbourne, Australia, said Musk might have chosen Denholm because she was very different from him and had skills he might not have.
“We don't want just the mad genius at the top creating things,” Wynn said. “You need someone who can translate it into action, focus on people and keep operations moving.”
But other experts said Denholm's job was not just to complement Musk. As the leader of Tesla's board of directors, he has a duty to supervise the CEO and do what is best for all of the company's shareholders.
“When Denholm took over in 2018, she was expected to be the adult in the room, possibly even a mother figure who could tame this wild child,” said Jo-Ellen Pozner, associate professor of management at the Leavey School of Business. from Santa Clara University. “That clearly hasn't happened.”
But, Pozner said, Denholm may not have been able to manage Musk because almost all of Tesla's other directors have personal or financial ties to him. One board member is Musk's brother, Kimbal. Several others have been close to Musk on a personal, professional or both level for many years.
“It doesn't seem like she was prepared to succeed in controlling Elon Musk,” Pozner said.
Denholm's job is likely to become more difficult this year than it has been. In addition to looming decisions about incorporating the company and Musk's demand for more control, Tesla shares are down about 24 percent this year as investors worry about slowing sales and falling profits. Profits.
In a lecture last year, Denholm described how he dealt with uncertainty and doubt. Early in his career, nervous about an impending international move, Denholm said, he called his father for advice.
“He said, 'Robyn, what's the worst that can happen?' You screw up and have to come home?'” he told an audience in Sydney in May. “I've kind of taken that approach.”
