Tesla chair says life-changing wealth boosts her independence as she blasts judge’s critique of ‘lackadaisical … – Fortune

Tesla Chairwoman Robyn Denholm, who is one of Fortunes Most Powerful Women, didnt mince words as she pushed back against a Delaware judges criticism of the boardsas well as her ownoversight of CEO Elon Musk.

In an interview with the Financial Times, she addressed Musks historic compensation package thats worth more than $50 billion and a Delaware courts January ruling that voided it, with the judge calling the boards oversight lackadaisical.

The judge also singled out Australia-based Denholm, saying she too was lackadaisical and suggesting she wasnt 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 Musks compensation package, saying shares have climbed as the companys 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 didnt agree with something that was going on at the company, I could walk away tomorrow, she said. The fact that youve sold shares makes you more financially independent.

And for good measure, she called the Delaware judges claim that shes too close to Musk absolute BS.

Tesla named Denholm to the board in 2014 and tapped her as chair in 2018, after Musks 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 Musks 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. Were 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 Teslas annual meeting on June 13, which could prove critical to the future of the company. In fact, despite Musks aversion to marketing, Tesla has even bought ads to persuade shareholders to support Teslas move to reincorporate in Texasandratify Musks record pay packagefrom 2018.

In a proxy statement inviting shareholdersto the meeting, Denholm wrote last month that a yea vote on the pay package would restore Teslas 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.

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Tesla chair says life-changing wealth boosts her independence as she blasts judge's critique of 'lackadaisical ... - Fortune