- Robyn Denholm has been appointed chair of Tesla’s board, replacing CEO Elon Musk, the company said late Wednesday
- The change was required as part of Tesla’s $US20 million settlement with the SEC.
- Tesla also has to add two more independent directors to the board by December 28, per the settlement.
Robyn Denholm, an Australian telecoms executive, has been appointed chair of Tesla’s board of directors following the company’s $US20 million settlement with the US’ top stock market regulator.
Per its agreement with the Securities and Exchange Commission, Tesla had 45 days to replace CEO Elon Musk as chair, a deadline it met by about a week. It also has 90 days from the September 29 settlement – December 28 – to add two more independent directors,
Tesla’s billionaire CEO isn’t the only the only Tesla director to come under fire recently. The board has been criticised for a lack of relevant automotive experience, with the exception of Denholm, who spent seven years at Toyota in Australia.
Kimball Musk, Elon Musk’s brother, and James Murdoch, son of British media mogul Rupert Murdoch, have also been called unfit for their posts by major proxy advisory firm Glass Lewis. Other groups, like pension representatives CtW Investment Group and the elected officials from multiple states have called for changes above and beyond required in the SEC settlement.
(Read more: Elon Musk criticised federal regulators on Twitter and said the $US20 million fine he paid over his ‘funding secured’ tweet was ‘worth it’)As we wait for news on what other two independent directors will be added to the board, Business Insider has rounded up the company’ eight directors into one succinct list. Here’s a look at the group guiding Tesla and advocating for its shareholders:
Robyn M. Denholm
Robyn Denholm, one of the few Tesla directors with automotive experience, has been a director since August 2014 and was appointed to chair the board on November 7.
After being educated in Australia and spending the first seven years of her career at Toyota in the country, Denholm spent 11 years as a Senior Vice President at Sun Microsystems, the subsidiary of Oracle, according to Tesla’s website.
The 54-year-old currently serves as CFO and head of strategy for Telstra, Australia’s largest telecom provider, where she was previously head of operations, according to Bloomberg. The company said she will leave her post at Telstra after a six-month notice period.
Denholm will also temporarily step down as chair of Tesla’s audit committee until her time at Telstra is complete. She also on the board’s compensation, and nominating and corporate governance committees.
As part of her incentive package, Denholm will receive an annual cash retainer of $US300,000 after leaving Telstra along with 8,000 stock options annually, the company said.
Elon Musk served as the chairman of Tesla’s board of directors from April 2004 – when he led Tesla Motors’ (as it was then called) first round of $US7.5 million in financing he made from selling PayPal to eBay for $US1.5 billion two years prior – until November 8 when he was replaced by Robyn Denholm.
At the time of his appointment, the then 32-year-old already deep into work on his other company SpaceX. He would become CEO of Tesla three years later, in August 2007, taking over from temporary CEO Michael Marks.
Musk is Tesla’s largest shareholder, owning just under 20% of the company’s outstanding stock. In 2017, he took home $US49,920 in salary, according to regulatory filings.
As part of his $US20 million settlement with the US’ Securities and Exchange Commission, Musk was forced to turn over his role as chairman of Tesla’s board to an independent director for at least three years. In 2021, he could theoretically become chairman again, if appointed by the board and approved by shareholders.
Antonio J. Gracias, Lead Director
Antonio J Gracias, the owner of Tesla’s second-ever Roadster vehicle, has served on Tesla’s board since September 2010.
The 47-year-old is the founder and CEO of Valor Equity, an investment firm with more than $US2 billion in committed capital across at least four funds, according to a recent press release. Valor was also the first institutional investor in Tesla Motors.
When Musk famously tweeted in August that he was “considering taking Tesla private,” Gracias was the one to call Musk and tell him to not tweet again. The company’s settlement with the SEC includes a provision about “reviewing management’s public communications” to maintain compliance.
According to Tesla’s website, Gracias oversees HR, capital raising, deals, investment strategy, and other management operations for the board. He serves on the board’s audit, nominating and governance, and compensation committees.
Kimball Musk, brother of CEO Elon Musk, has long been the target of criticism given his family relationship to the company.
Ahead of Tesla’s annual meeting in May, CtW Investment Group, which represents union and pension investments in the company, said he “has no professional experience in the auto industry, and has proven ineffective as a public company director at Chipotle.”
Musk, who owns a small restaurant chain called The Kitchen Cafe as well as an urban farming venture, lacks “any relevant industry experience or possessing a track record of effective public company board service,” the firm said.
According to Tesla’s website, Musk’s non-profit organisation “permanent, outdoor Learning Garden classrooms in underserved schools around the U.S. reaching over 125,000 students everyday.”
Musk is one of the longest serving Tesla directors, having joined the board in 2004. He serves on none of the board’s three committees.
Steve Jurvetson, a member of Tesla’s board for nearly a decade, has been on a leave of absence from his duties as a director since November 2017.
Jurvetson originally stepped down from his post as managing director of the venture capital firm Draper Fisher Jurvetson in March following an internal investigation into allegations of sexual harassment. He has denied any wrongdoing.
Ahead of Tesla’s annual meeting in May, proxy advisor Glass Lewis urged shareholders to vote against his re-election to Tesla’s board pending an update on his leave of absence. He also serves on the board of SpaceX.
Jurvetson has since started a new VC firm called Future Ventures. According to his LinkedIn profile, the company invests in “disruptive technology such as commercial space exploration, deep learning, quantum computing, robotics, AI, blockchain, sustainable transportation, synthetic biology and clean meat.”
James Murdoch, son of British media mogul Rupert Murdoch, is reportedly a front-runner to replace CEO Elon Musk as chairman of Tesla’s board.
The 45-year-old has worked as the CEO of 21st Century Fox since 2015 and most recently oversaw the company’s sale of its production assets – excluding Fox News and Fox Business networks – to Walt Disney.
However, Murdoch’s ties to the family business have drawn criticism from Tesla investors.
“While adding new directors was a step in the right direction,” CtW Investment Group said in May, “the choice of Mr. Murdoch as one of those directors does not appear well considered, given his troubled history as an executive and director, the disturbing parallels between nepotistic practices at Fox and Tesla, and his lack of relevant industry experience.”
In October, the Financial Times reported Murdoch was a front-runner to replace Musk as chairman. It’s not clear if those rumours were untrue or if the company’s mind changed in the weeks since.
Murdoch also serves on the board of News Corp, the New York Yankees’ parent company, the DIA Center for the Arts, and the Ghetto Film School, according to Bloomberg.
Brad W. Buss
Brad Buss has served on Tesla’s board of directors since 2009.According to the company’s website, Buss previously served as the CFO of SolarCity, the energy company Tesla acquired in 2016, for two years before retiring the same year of the merger.
Born and educated in Canada, Buss also serves on the boards of Advance Auto Parts and Marvell, a semiconductor manufacturer.
According to regulatory documents, Buss owns about 13,000 shares of Tesla worth $US4.56 million at current prices. He serves on Tesla’s audit, nominating and governance, and compensation committees.
Ira Ehrenpreis is the founder of DBL Partners, a venture capital firm with abut $US540 million in assets under management across two funds, according to CrunchBase. He’s served on Tesla’s board since May 2007.
The 49-year-old is also an investor in SpaceX and Planet, and serves on the boards of MapBox and Accelergy, a company that makes low-carbon, synthetic transportation fuels, according to his LinkedIn profile.
Ehrenpreis holds a Doctor of Law degree and MBA from Stanford; he serves on Tesla’s compensation, and nominating and governance committees.
Linda Johnson Rice
Linda Johnson Rice is one of Tesla’s newest directors, having joined the board in July 2017 at the same time as James Murdoch.
Rice is currently the chairman of Johnson Publishing, which recently sold the iconic Ebony and Jet magazines from its portfolio just before Rice stepped down from her post a CEO. She’s also the CEO of Fashion Fair Cosmetics, according to Tesla’s website.
The 60-year-old also serves on the boards of Grubhub and Omnicom, and was previously a director at Quaker Oats, MoneyGram, Kimberly-Clark and others.
Rice is a council member of The Smithsonian’s National Museum of African American History and Culture in Washington D.C. as well as a trustee of the Art Institute of Chicago.
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