Tesla Inc. (TSLA.O) chose Robyn Denholm to succeed Elon Musk as board chair, selecting an independent director to contend with the carmaker’s mercurial chief executive officer following his run-ins with regulators and investors.
Denholm, 55, is one of two women on Tesla’s nine-member board. She will assume the chairman’s role immediately, the company said. A director since 2014, she will leave her position as chief financial officer and head of strategy at Australian phone company Telstra Corp. at the end of a six-month notice period.
The appointment marks the end of an era for Musk, 47, who became chairman when he led a US$7.5 million initial investment in Tesla in April 2004. While Musk will remain CEO and a board director, the fallout from his Twitter posts -- which started with a claim that he secured funding and support to buy out investors at $420 a share -- will last for years to come.
“While Denholm is technically an independent member of the board, she has been part of the Musk team for some time now and that suggests she will not be up to the task of checking Musk’s worst instincts,” said Stephen Diamond, a professor of law at Santa Clara University who specializes in corporate governance. “And, of course, that was the whole point of the SEC settlement.”
Tesla slipped 0.3 per cent to US$347.12 as of 6:30 a.m. in New York, before the start of regular trading. The shares were up 12 per cent this year through the close Wednesday.
Ceding the role of chairman was a condition of the accord Musk reached with the U.S. Securities and Exchange Commission in September to settle fraud charges related to his tweets on taking the company private.
In addition to agreeing to a three-year ban from serving in the job, Musk and Tesla agreed that the company would add two new independent directors to the board by late December. The Tesla board is actively continuing the search to fill those posts.
Denholm, who has only been in the Telstra CFO job for a little more than a month, said she plans to devote herself full time to Tesla when her obligations to the Melbourne-based telecommunications company are complete. She won’t take on another job.
“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,” Denholm said in the statement.
Toyota, Sun Micro
Denholm’s appointment comes as a bit of a surprise after she ruled herself out to Australian media just a month ago. It’s not clear what convinced her to give up the CFO job at one of the country’s most prominent companies for the high-profile task of chairing Tesla.
Denholm worked previously at Toyota Motor Corp., Sun Microsystems Inc. and Juniper Networks Inc., where she was chief financial and operations officer.
“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,” Musk said in the statement. “I look forward to working even more closely with Robyn as we continue accelerating the advent of sustainable energy.”
Tesla’s board, which includes Musk’s brother Kimbal, has long come under fire from corporate governance experts for lacking independence and being comprised of Musk loyalists.
Several are investors in or directors at SpaceX, the closely held rocket company that Musk also runs. That includes Steve Jurvetson, who’s been on a leave of absence for roughly a year, since accusations of misconduct spurred his resignation from the venture capital firm he co-founded.
The new chairman isn’t likely to influence Musk’s behavior, said Frank Schwope, an analyst with NordLB in Germany.
“She’s from Musk’s inner circle and is unlikely to put obstacles in the way of decisions,” Schwope said. “This exercise, brought on by the SEC deal, was to teach Musk a lesson and this is an easy way to fulfill the requirement.”
Directors will create a permanent committee to ensure implementation of the terms of the SEC settlement, which include setting up procedures and controls to oversee Musk’s communications -- including his tweets. Tesla has to employ or designate a securities lawyer to review messages that senior officers send through Twitter and other social media.
A union-affiliated investor group and officials representing major pension funds in four states have called on Tesla to go beyond the terms of the SEC settlement to fix its corporate governance issues. In a letter last week, the group called for the creation and release of a plan to refresh the board and for timelines to be set for some members to leave.