Tesla Chairman Robyn Denholm, one of the Fortune’s Most Powerful Women did not mince words in pushing back against a Delaware judge’s criticism of the board’s oversight — as well as her own — of CEO Elon Musk.
In an interview with the Financial timesShe addressed Musk’s historic compensation package, worth more than $50 billion, and a Delaware court’s ruling in January that overturned it, with the judge calling the board’s oversight “inadequate.”
The judge also addressed Australia-based Denholm, saying she too was “lax” and suggesting she was not objective enough over the “life-changing” $280 million windfall she made selling Tesla stock options in 2021 and 2022.
“That’s nonsense,” Denholm told the newspaper FT. “I had to look up that word. . . I will tell you that anyone who knows me knows that I am not lax, now that I know what that word means. It’s probably the furthest thing from the truth. I am very intense and very diligent in what I do.”
She justified her stock awards by reiterating defenses of Musk’s compensation package and said the shares have risen as the company’s performance improved.
Denholm added that, far from clouding her objectivity, the immense wealth from the sale of her stock options has increased her independence.
“If I didn’t agree with something that was going on in the company, I could walk away tomorrow,” she said. “The fact that you have sold shares makes you more financially independent.”
And for good measure, she called the Delaware judge’s claim that she is too close to Musk “absolute BS.”
Tesla appointed Denholm to its board of directors in 2014 and appointed her as chairman in 2018, following Musk’s infamous “funding secured” tweet saying he would take the company private at $420 per share.
In a settlement with the Securities and Exchange Commission over the tweet, Musk had to resign as chairman, pay a fine and get approval for tweets from a Tesla lawyer.
Denholm acknowledged the FT that “we’re having difficult conversations about tweets,” but rejected the idea that she is Musk’s babysitter.
“For me, the chair’s role is to ensure that the board has a good relationship with the CEO and the executive team,” she said. “We are there on behalf of the shareholders to ensure that management is doing its 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 Tesla’s annual meeting on June 13, which could be critical to the company’s future. Despite Musk’s aversion to marketing, Tesla has even bought ads to convince shareholders to support Tesla’s move to re-establish itself in Texas – and ratify Musk’s record 2018 salary package.
In a proxy statement inviting shareholders to the meeting, Denholm wrote last month that a “yes” vote on the compensation package would “restore Tesla’s shareholder democracy.”
“Because the Delaware court second-guessed your decision, Elon has not been paid for his work for Tesla over the past six years, which helped generate significant growth and shareholder value,” she added, arguing that it a “matter of fundamental honesty and respect towards our CEO.”
The meeting comes at a difficult time for Tesla as sales of electric cars have slowed due to cutthroat competition, while its shares have tumbled from pandemic-era highs and the company is laying off workers.
This story originally appeared on Fortune.com
