Tesla chair was meant to rein in Elon Musk. She shuns the spotlight, but a judge dragged her into it

Not every CEO in charge of a publicly traded stock market giant gets to act like Elon Musk. The world's richest man may have Robyn Denholm to thank for that.

The Australian executive is not a household name, but she was appointed Tesla’s chair in November 2018.

Denholm has her own long pedigree in business. She'd already been a Tesla non-executive director for four years when she became chair and served as CFO and COO of companies like Juniper Networks and Telstra, an Australian telecoms business. In 2021, she took an additional role as an operating partner at venture capital firm Blackbird Ventures.

Her appointment as Tesla chair came after Musk was forced to step down from the role, having reached a settlement with the Securities and Exchange Commission (SEC) following his “funding secured” saga in 2018.

The Tesla chief faced an SEC investigation after he tweeted that he had secured funding to take the company private at $420 a share. But the SEC found that Musk's tweets on the subject were «false and misleading.»

That saga has given Denholm years running the board of the world's most valuable automotive company — as well as full oversight of a CEO who was meant to cede some power to her. After all, the functions of a chair include ensuring responsible corporate leadership and setting high governance standards.

But her tenure as chair came in for criticism last month after a Delaware judge voided Musk's $55.8 billion pay package approved by the Tesla board in March 2018.

In the 201-page ruling, Judge Kathaleen McCormick said that Denholm's approach to the enforcement of the SEC settlement suggested a «lackadaisical approach to her oversight obligations,» The New York Times reported.

Judge McCormick also noted how Musk «operates as if free of Board oversight,» citing as an example his «self-regulatory process for compliance» with the SEC settlement that required him to have a «Twitter sitter» to monitor his online posts.

«Even after the settlement, the Disclosure Committee did not review his tweets. At trial, Denholm was not sure whether the Disclosure Committee was fulfilling its obligations under the SEC Settlement,» McCormick's opinion noted.

She also noted Denholm's