As Tesla tanks, Musk’s hand-picked board chair is doing just fine

Billionaire entrepreneur Elon Musk is drawing political flak as he champions right-wing causes in Europe and leads President Donald Trump’s slashing of the U.S. federal workforce. The controversy is pummeling sales at Tesla
, the electric-vehicle giant Musk runs. Its stock has plunged – down 15% on March 10 alone – and investors are yelping in pain.

Sixteen time zones away, the woman who ostensibly supervises CEO Musk is faring well: Robyn Denholm, hand-picked by Musk to run Tesla’s board, is the best-paid chair at any public company in the U.S.

The Australian businesswoman has been so richly compensated as Tesla chair that a shareholder lawsuit recently forced her to return part of her fortune. In a separate and ongoing case, a Delaware judge criticized Denholm for okaying a payout for Musk that, if approved by a higher court, would set a record for CEO compensation: $56 billion.

Relatively unknown when she assumed the chair in 2018, the 61-year-old former accountant has since become recognized as the chief defender of the hotly contested pay package. Denholm’s effort to ensure the payout included a court appearance in which she described her own pay from Tesla as “life changing.”

Her Tesla compensation since she first joined the board in 2014 has totaled about $682 million in cash and stock, based on recent market prices, according to a Reuters analysis of regulatory filings and research done at the request of the news organization by Equilar, a California-based compensation and governance specialist.

The figure, which varies with market fluctuations, has grown rapidly because of the surge in the value of Tesla stock during her time as chair. It is the highest compensation for any director at the biggest public U.S. companies, the analysis shows, and is exponentially more than the $3 million a year Denholm has said she previously earned as a telecoms executive.

Despite the recent fall in Tesla’s shares, Denholm already has banked a fortune: To date, she has cashed in about $532 million worth of Tesla shares, according to Equilar, which analyzed dozens of regulatory filings regarding her compensation and stock sales over her time on the board. Some of those sales came as recently as early March, before the stock’s decline accelerated last week.

With her wealth has come criticism of her compensation – and pointed questions about whether the windfall is compromising her oversight of Tesla and the billionaire who enriched her.

In a ruling last year, the Delaware judge who rejected Musk’s compensation package suggested that Denholm’s lucrative board pay has hindered her ability to perform her duties. “Ordinary, market-rate compensation does not compromise a director’s independence,” wrote the judge, Chancellor Kathaleen McCormick of the Delaware Court of Chancery. “Outsized director compensation can.”

Denholm declined to be interviewed for this story. In a statement, a spokesperson for Denholm said her pay is fair and in line with the gains other Tesla shareholders have reaped because of the stock’s growth over the years.

“Tesla’s Director Compensation program is 100% aligned with shareholder interests,” the statement read. “She only gets paid if the shareholders get paid.”

Tesla and Musk didn’t respond to requests for comment for this report. The billionaire CEO and the Tesla board have argued their high compensation is fair because the company’s stock has outperformed corporate America.

Denholm’s pay as Tesla chair, while extreme, points to a recurring challenge for corporations: ensuring that boards retain enough independence to oversee a powerful CEO. Denholm rarely speaks of Musk in public pronouncements, let alone in rebuke.

In her few public remarks about the potential conflict of interest posed by her outsized earnings, Denholm has said her newfound wealth makes her less beholden to Musk, not more. In an interview with the Financial Times newspaper last May, she dismissed as “crap” Judge McCormick’s criticism of her tenure as chair.

“If I didn’t agree with something that was going on at the company, I could walk away tomorrow,” she said.

McCormick declined to comment. She has issued two decisions against the Musk package, most recently in December. Tesla has appealed the ruling to the Delaware Supreme Court.

Some investors are growing deeply worried as Tesla’s sales and stock tank. Since December, when the company’s market value hit a record high of $1.5 trillion, it has fallen by almost half. Besides missing sales targets, Tesla faces heightened investor pressure to produce autonomous vehicles, which Musk has promised but failed to deliver for about a decade.

Musk also faces questions about his focus on Tesla while he juggles his demanding roles at Trump’s so-called Department of Government Efficiency and his other ventures, including space company SpaceX. Asked in an interview with Fox Business last week how he was managing his businesses while serving as Trump’s cost-cutter, he replied: “With great difficulty.” He said he hoped to continue his DOGE role for at least another year.

Some investors are complaining about Denholm’s supervision of Musk. Although board positions aren’t usually full-time roles with day-to-day management duties, some argue that she is failing to make sure Musk fulfills his own supervisory obligations.

“It’s Robyn and the board’s job to hold this guy’s feet to the fire, and it’s not happening,” said Michael R. Levin, a Tesla shareholder based in Chicago.

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