Meet the Tesla board fighting for Elon Musk's $46 billion payday

Tesla is embroiled in another major controversy and its board of directors are at its center.

This latest kerfuffle goes all the way back to the distant year of 2018, when Tesla’s board put together a surprising compensation package for CEO Elon Musk.

The plan, which was approved by 73% of shareholders, gave Musk the right to purchase up to 304 million Tesla shares priced at $23.34 per unit, as long as he met a series of increasingly difficult milestones. Despite the difficulty of achieving the goals, Tesla met enough of them by the end of 2022 for Musk to receive the full package.

But a Delaware judge in January struck down the deal in response to Richard J. Tornetta’s shareholder lawsuit, citing the “deeply flawed” process that led to its approval and calling it an “unfathomable sum” that was unfair to investors. The judge also called into question Musk’s relationships with the board’s directors and slammed some, including chair Robyn Denholm, for a failure to enforce proper oversight of the chief executive.

On June 13, shareholders will vote on a series of proposals, including the re-ratification of Musk’s compensation deal, the reelection of two directors, and a proposal to reincorporate the company in Texas. Tesla’s legal team has said a vote ratifying Musk’s pay would materially affect proceedings in Delaware, where a judge is deciding how much to award to Tornetta’s legal team, Reuters reports.

Now, meet the seven members of Tesla’s board who are overseeing Tesla’s future. Excluding, of course, the “Technoking” of Tesla, Elon Musk.

Tesla board chairman Robyn Denholm came to Tesla from Australia, where she worked as an accountant, followed by seven years working for Toyota Motor Finance. She then moved on to stints working for computer gear manufacturer Sun Microsystems, which offered her a role in the U.S.

Then, in 2007, Denholm moved to Juniper Networks, a California-based company selling networking products such as routers and software. After some time at Juniper, she was elevated to the role of chief financial officer.

After being extended an offer from then-board member Brad Buss, Denholm joined Tesla’s board in 2014, becoming the first female director at the automaker. Denholm would stay at Juniper until August 2016 and return to Australia some months later to take over as chief operating officer for telecommunications firm Telstra.

In October 2018, she was elevated to CFO and head of strategy of Telstra. Then just a month later she’d earn a second promotion: Denholm would be the one to take over as Tesla’s chair after Elon Musk was forced to step down as required by a settlement with U.S. regulators. She would later leave Telstra to dedicate more time to her duties at Tesla. As of 2021, Denholm is an operating partner at Blackbird, an Oceania-focused venture capital fund.

Although Denholm has often been described as the “adult in the room,” she has been criticized for not properly reigning in Musk’s behavior. Delaware’s Judge Kathaleen McCormick wrote in January that her approach to enforcement of the 2018 settlement with regulators suggested a “lackadaisical approach to her oversight obligations.”

Although not everyone may instantly known who James Murdoch is, they’re likely to recognize his father: ex-News Corp. CEO and Fox News founder Rupert Murdoch.

The younger Murdoch got his start backing Rawkus Records, an independent hip hop record label, in 1995 after dropping out of Harvard University. He later joined News Corp. when it purchased the label in 1996. Over the next almost two decades, Murdoch’s experience would include stints leading News Corp’s Star Television, British Sky Broadcasting (which was minority owned by News Corp.) and News International.

Murdoch faced a wave of personal scrutiny in the early 2010s after a newspaper owned by News International — News of The World — was caught engaging in phone hacking and bribery. In 2012, after a June 2008 email was discovered that linked him to the phone hacking, Murdoch resigned as chairman of News International and stepped down as chairman of British Sky Broadcasting, now known as Sky.

Over the next few years, Murdoch would become the COO (and later CEO) of 21st Century Fox and — despite objections from shareholders — was briefly re-elected as Sky’s chairman. In 2020, Murdoch left News Corp. and accused the company of spreading disinformation through Fox News and other outlets.

But his relationship with Elon Musk goes back to before almost all of that. Murdoch has testified in court that he has been close with Musk since 2006, 13 years before he was approached to join Tesla’s board by ex-board member Antonio Gracias. Mudorch has described vacationing with Musk and their families in the Caribbean, Jerusalem, and Mexico.

Murdoch is also one of the two board members up for re-election on June 13. Several investors and activists, including Tesla’s largest retail shareholder, have said they will vote against his reinstatement.

Besides his obvious brotherly ties to Elon Musk, Kimbal Musk is an ongoing business partner.

Kimbal, the middle-child of the Musk family, worked with Elon on Zip2, an online city guide that was sold in 1999 for more than $300 million, and invested in Musk’s original X.com (which later merged with Paypal). He was also one of the original board members of Elon Musk’s SpaceX and an entrepenur in his own right; his Kitchen Restaurant Group owns a collection of restaurants in Chicago and Colorado, while his Big Green nonprofit has built hundreds of outdoor classrooms across the U.S.

However, Musk — like his brother — has gotten into his fair share of controversies. In 2020, as the Covid-19 pandemic began, his Next Door restaurant chain closed down some restaurants and changed its “Family Fund” program in a way that surprised and angered employees.

The U.S. Securities and Exchange Commission has also investigated whether the Musks violated insider-trading rules after Kimbal sold $108 million worth of Tesla shares a day before Elon asked Twitter users if he should sell 10% of his stock.

Kimbal Musk has also reportedly consumed drugs and frequently attends parties with his brother, The Wall Street Journal reported in February. The Journal reports that people familiar with the parties have said Musk and his board members’ drug use has become concerning.

Musk is also one of the two board members up for re-election on June 13. Several investors and activists, including Tesla’s largest retail shareholder, have said they will vote against his reinstatement.

Besides Musk himself, few people have been at Tesla longer than co-founder JB Straubel, who was the fifth employee hired by the company in 2004.

At Tesla, Straubel spent 14 years as the company’s chief technology officer and has been credited with designing Tesla’s battery cells. He also led the construction and concept of Tesla’s gigafactory in Nevada, the production of the Model 3 electric compact, and lobbied hard for Tesla to focus on Superchargers.

Straubel also served on the board of SolarCity before it was acquired by Tesla in November 2016. The company was founded by Peter and Lyndon Rive, Elon Musk’s cousins.

He left Tesla in 2019, as concerns mounted over the gap between consumer demand for electric vehicles and the resources needed to produce the requisite batteries. When Musk announced Straubel’s departure, he also announced a major quarterly loss that sunk the stock.

Now, Straubel leads Redwood Materials, the biggest lithium-ion battery recycler in North America; the company has also branched into other markets in recent years and sells some two dozen products. In May 2023, Straubel joined Tesla’s board to the delight of shareholders, some of which speculated that he may take over as CEO in the future.

Kathleen Wilson-Thompson joined Tesla’s board in 2018 after decades of working for retailers and construction companies.

For more than 18 years, Wilson-Thompson worked for the Kellog Co. in a variety of positions, beginning as a corporate attorney and working her way up to leading global human resources before her 2010 departure. She then moved to overseeing human resources at Walgreens, followed by work at its parent company Walgreens Boots Alliance.

Wilson-Thompson has also served on the board of construction company Vulcan Materials, chemical manufacturer Ashland, and health care company McKesson. She also serves on the board for the alumni association of her alma mater, Michigan University, and the NAACP Foundation.

Wilson-Thompson is the sole member of Tesla’s special committee, which was charged with determining whether Tesla should reincorporate outside of Delaware and whether Elon Musk’s 2018 compensation package should be ratified at the same time as a shareholder vote on reincorporation. Her report argued that ratifying the pay package is a better option than negotiating a new one and that, given the interest in the topics, both votes should occur together.

Negotiating a replacement compensation plan that Musk would agree with would take “substantial time” and “incur a new accounting charge of billions of dollars,” the report argued. “Ratification would be faster, would avoid any new compensation expense, and would avoid a prolonged period of uncertainty regarding Tesla’s most important employee,” the report said.

Ira Ehrenpreis is a familiar face to many at Tesla — and in Silicon Valley —having served on a series of industry boards. He’s also the president of the Western Association of Venture Capitalists and the Chairman of the VCNetwork, the largest Californian venture capital organization.

Ehrenpreis is a founder and managing partner at DBL Partners, a venture capital firm that manages more than $1 billion. Besides being a close friend of Elon Musk’s, Ehrenpreis has invested about $70 million in his companies, and has served on the board of SpaceX.

He’s served on Tesla’s board since 2007 and led the development of Musk’s 2018 compensation plan, which he has testified featured “extraordinarily ambitious and difficult” complications and was devised to keep the Tesla CEO around and active at Tesla.