In March, following a significant decline in Tesla’s stock price, Elon Musk informed employees that he was “committed to inventory.”
Robin Denholm, the chair of Tesla’s board, appears to have disregarded this advice. According to an analysis by Securities Filing’s New York Times, she has profited $180 million from selling Tesla shares she obtained through her board role within the last six months.
With this, her total earnings from Tesla stock sales exceed $530 million since she became chair in late 2018.
These stock transactions have raised questions regarding Denholm’s confidence in Tesla’s future. Her recent sales, executed under a pre-established trading plan created last summer, coincided with Musk’s demanding involvement in the Trump administration. Consequently, Tesla’s car sales have experienced a decline as Musk’s political endeavors alienated some customers. The company’s profits for the first quarter of 2025 plummeted to their lowest level in four years.
Denholm has the right to purchase stocks through stock options granted by Tesla from 2014 to 2020, which have dramatically increased in value. For instance, last week, she acquired over 112,000 shares at $24.73 each and sold them the same day for upwards of $270.
“To discard her inventory does not send a message that this is a board chair invested in the company’s future,” stated New York City Director Bradlander, overseeing the city’s five public pension funds, which held more than 3 million Tesla shares valued at around $817 million as of March.
A spokesperson for Denholm asserted that Tesla compensates its executives in a manner “fully aligned with shareholder interests.”
“The appreciation of Tesla’s director’s choices reflects the company’s superiority over its industry peers, yielding distinctive returns for shareholders who own the company,” he added.
Stock options, which have historically constituted the bulk of Tesla’s compensation, are valuable only if the company’s stock price appreciates. Those exercising options to acquire shares may choose to sell or retain their new shares.
Denholm has sold over 1.4 million Tesla shares while retaining 85,000 shares and approximately 49,000 stock options. Comparative Methods, a consulting firm, has scrutinized the compensation strategy. Her most recent stock transactions occurred under a plan initiated in July shortly after Musk endorsed Donald J. Trump for president.
Regulatory frameworks allow executives and insiders to engage in such transactions without disclosing numerous plan specifics, including their motivations or the terms for stock disposal. They also possess considerable latitude to rescind plans.
Denholm, an experienced technology executive from Australia, typically maintains a low profile and avoids public commentary on Tesla or Musk. She joined the Tesla Commission in 2014 and became chair after Musk stepped down in 2018 as part of an SEC settlement.
Criticism from investors, activists, and Delaware judges has arisen regarding her and other board members for not serving as a check on Musk’s influence, with assertions that the Tesla director has failed to keep him focused on the company.
“Musk operates as if there were no board oversight,” wrote Delaware Chancery Court Prime Minister Catalyne St. J. McCormick last year, noting the case was valued at approximately $56 billion when ruling in favor of shareholders contesting Musk’s 2018 compensation package. Judge McCormick characterized Denholm’s oversight of Musk as “Rakkadichal.”
Tesla’s appeal against the decision led to the annulment of Musk’s pay package, with Denholm actively disputing Judge McCormick’s allegations.
“Everyone who knows me understands I’m not lacking in assertiveness. I know what that word means now,” Denholm told the Financial Times last year. “It’s probably the farthest from the truth. I’m genuinely passionate and highly engaged with my duties.”
In the trial concerning Musk’s compensation, Denholm characterized her earnings from the Tesla board as “life-changing.” Compensation at Tesla was also scrutinized in another lawsuit in which Denholm and fellow board members reached a settlement in 2023.
Musk, who has been a part-time CEO of Tesla for years, has assumed even more responsibilities over time, regularly engaging with Washington and orchestrating President Trump’s strategies to reduce governmental spending and oppose federal employees.
Recently, Musk stated he would reduce his Washington presence by one or two days each week. Nevertheless, his focus will remain divided as he manages several other enterprises, including SpaceX and X, the social media platform he owns.
The first transaction based on Denholm’s recent trading plan occurred in November, shortly after the presidential election, as Tesla’s stock began to rise. In December, the stock reached a new high, and she continued to sell until early May, even as prices declined amid consumer backlash against Musk’s political activities.
Following recent losses, the stock has decreased by approximately 34% from its peak.
Musk acknowledged Tesla’s challenges during a March meeting with employees. “If you read the news, it feels like you understand.”
He reiterated his advice to employees not to sell their shares, asserting that Tesla will evolve into the world’s most valuable company through the realization of self-driving taxis and advanced robotic technologies. “The future is exceptionally promising,” he stated.
Denholm’s sales have significantly outpaced those of other Tesla board members.
In 2023, she and other current and former board members agreed to a settlement for shareholder lawsuits concerning their compensation, collectively agreeing to return $735 million. They denied any wrongdoing. Additionally, on May 1, a stock option valued at over $130 million was canceled to fulfill Denholm’s obligations, according to securities filings.
Following the lawsuit in June 2021, the board resolved to relinquish the new stock grants.
During the same period, Denholm also made more from selling company shares than other corporate committee leaders. The Times assessed stock sales made by chairs of the most valuable companies in the U.S., distinct from the executives of those companies, like Denholm.
The next non-executive chair who benefited significantly from selling shares in his oversight capacity is Stephen Hemsley of UnitedHealth Group. Since November 2018, Hemsley has profited over $100 million from UnitedHealth shares, all accrued during his tenure as CEO of the healthcare firm.
UnitedHealth reviewed the findings but refrained from commenting. On Tuesday, the company announced its decision to appoint Hemsley as its new Chief Executive while also retaining the chair position.
Sales carried out by executives and directors often predict subpar performance from the companies they lead, according to various academic studies.
Leaders like Denholm possess access to confidential information and a profound understanding of how broader economic factors can impact corporate performance. Nejat Seyhun, a finance professor at the University of Michigan, observes that this can render their transactions particularly lucrative.
Insiders “establish plans when they hold such information,” remarked Professor Seyhun. “If circumstances shift, they can easily rescind those plans.”
Source: www.nytimes.com
