Who is the leader of Tesla's board of directors?

Elon Musk, Tesla's CEO, is constantly in the news and airs his opinions on his social media site, X. But the electric car company has another leader, who keeps a much lower profile.

For more than five years, Tesla's board of directors has been chaired by Robyn M. Denholm, a technology executive who rarely speaks publicly outside her native Australia and rarely posts anything about X.

To some analysts and investors, Denholm is the “adult in the room” who has helped Musk turn Tesla into the world's most valuable automaker. But to her detractors, she has failed at her most important job: serving as a check on Musk.

In January, a Delaware judge sharply criticized Denholm's leadership in striking down Musk's 2018 compensation package, which is worth more than $50 billion. Denholm took an “indifferent approach to his supervisory obligations” at Tesla, said Chancellor Kathaleen St. J. McCormick of the Delaware Court of Chancery.

The judge also questioned whether Denholm could be independent of Musk, because his work on Tesla's board of directors had earned him more than $280 million. That far exceeds what other large American companies such as Apple and Google parent Alphabet pay their independent board chairs.

“Musk operates as if he were free from the supervision of the board of directors,” the judge said in her ruling. Musk criticized the ruling and said he planned to ask shareholders to authorize Tesla to move its incorporation to Texas, where it is based. The ruling also means the board must design a new pay package for him.

Furthermore, two weeks before the Delaware ruling, Musk demanded that Tesla's board of directors significantly increase its control over the company if it wanted it to continue developing products based on artificial intelligence. Denholm has not said anything publicly about these matters.

Denholm, 60, has spent more than 40 years in operational and financial roles at major companies in Australia, including Toyota, and in the United States.

She did not know Musk before 2014, when a member of Tesla's board of directors recruited her, according to legal documents. While she has praised Musk's vision, discipline and resilience in interviews, she has mostly avoided talking about him or his erratic comments on X.

Conor Wynn, a corporate decision-making expert at Monash University in Melbourne, Australia, said Musk might have chosen Denholm because she was very different from him and had skills he might not have. But other experts said Denholm's job was not just to complement Musk.

“She was expected to be the adult in the room, possibly even a mother figure who could tame this wild child,” said Jo-Ellen Pozner, an associate professor of management at Santa Clara University in California. “That clearly hasn’t happened.”

But, Pozner said, Denholm may not have been able to manage Musk because almost all of the other directors have personal or financial ties to him. One member of the council is his brother, Kimbal.

By: NATASHA FROST and JACK EWING