Tesla asks shareholders to retain Robyn Denholm as board chair

Tesla Inc. wants Robyn Denholm to remain as chair of the electric-vehicle manufacturer’s board, even as CEO Elon Musk will soon become eligible to retake the top job following a three-year suspension.

Musk, who has led the EV maker since 2008, lost his position as chair as part of a settlement with the U.S. Securities and Exchange Commission over his ill-fated attempt to take Tesla private in 2018.

The SEC agreement, announced in September of that year, required Musk to step down from the role and be replaced by an independent chair for three years, a period which ends later this year. Denholm, 57, has served on Tesla’s board since August 2014 and been its chair since November 2018.

“We believe that Ms. Denholm possesses specific attributes that qualify her to serve as a member of the board and as its chair,” Tesla said Friday in its proxy filing. The company cited her “leadership experience and her financial and accounting expertise.”

The EV market leader plans to hold its shareholder meeting Oct. 7 at its factory in Fremont, Calif.

Tesla said Director Antonio Gracias, a private equity firm founder, is leaving the board as planned. The company is proposing to shrink the board to eight members from nine following Gracias’s departure.

Investors will also weigh five stockholder proposals: A call to reduce director terms to one year, increase reporting on diversity and inclusion efforts, disclose the use of employee arbitration, create a board level committee to look at human capital and commission an independent report on human rights. Tesla’s board recommended a vote against all five proposals.

Meanwhile, the proxy also disclosed executive compensation — Musk and other top executives typically are paid with stock options and collect little or no actual cash salaries.

CFO Zachary Kirkhorn, former Tesla Heavy Truck President Jerome Guillen and Powertrain chief Andrew Baglino all collected about $46.5 million in 2020, nearly all of it through stock option awards.

Meanwhile, Musk as of April had qualified for Tesla options in his 2018 pay package that are now worth more than $30 billion. Musk currently holds 244 million shares of Tesla, or 23 percent of the company. As of Friday, he ranked as the world’s wealthiest indivual with total net worth of $195 billion, just ahead of Amazon’s Jeff Bezos, according to the Bloomberg Billionaire’s Index.

Reuters and Automotive News contributed to this report.