Tesla’s Australian chair made $306 million as profits fell

Stock options, which for years made up the bulk of Tesla directors’ compensation, are only valuable if the company’s share price rises, as Tesla’s did. Those who exercise their options to buy company stock can sell or hold onto their new shares.

Denholm has sold more than 1.4 million Tesla shares and continues to hold 85,000 of them and roughly 49,000 stock options, according to the Times analysis. Equilar, a compensation consulting firm, reviewed the methodology. Her latest wave of stock sales were carried out under the plan she set into motion in July, soon after Musk endorsed Donald Trump for president.

Under securities regulations, executives and other insiders can use such plans to trade shares in their companies. They are not required to disclose many details of their plans, including the reason for them or the conditions under which shares will be sold. They also have a lot of leeway to cancel the plans.

A native of Australia and veteran technology executive, Denholm has maintained a low profile and rarely speaks publicly about Tesla or Musk. She was recruited to the Tesla board in 2014 and appointed chair in 2018 after Musk agreed to step down from the position under a settlement with the Securities and Exchange Commission.

She and other board members have been criticised by some investors, activists and a Delaware judge for not serving as counterweights to Musk, who is widely seen as brash and impulsive. Tesla directors have also been faulted for failing to ensure that he remains focused on Tesla.

“Musk operates as if free of board oversight,” Chancellor Kathaleen St. J. McCormick of the Delaware Court of Chancery wrote last year when she ruled in favour of a shareholder who had challenged Musk’s 2018 pay package, valued at around $US56 billion. McCormick, in that ruling, described Denholm’s style of overseeing Musk as “lackadaisical.”

Tesla has appealed the decision, which voided Musk’s pay package, and Denholm has pushed back on McCormick’s critique.

“Anybody who knows me, knows that I am not lackadaisical, now that I know what that word means,” Denholm told the Financial Times last year. “It is probably the furthest from the truth. I am really intense and very diligent in what I do.”

During the trial over Musk’s pay, Denholm described the money she had made from her Tesla board service as “life-changing.” Director pay at Tesla was subject to a separate lawsuit that Denholm and other board members settled in 2023.

Musk, who has long been a part-time CEO of Tesla, has taken on even more responsibilities over the years. He has become a regular presence in Washington, leading Trump’s efforts to slash government spending and dismiss federal government employees.

Musk said recently that he would cut back his time in Washington to one or two days a week. His attention will likely remain divided, however, because he also leads several other businesses, including SpaceX and X, the social platform he owns.

Denholm’s first sales under her recent trading plan took place in November, the week after the presidential election, as Tesla’s share price was climbing. The stock reached a new high a few weeks later, in December. She continued to sell through early May, as the company faced consumer backlash over Musk’s political activities and the stock price fell.

The stock is now down around 34 per cent from its peak after recovering some of its losses over the last few weeks.

Musk acknowledged Tesla’s difficulties during a meeting with company employees in March. “If you read the news it feels like, you know, Armageddon,” he said half-jokingly.

The share sales raise questions about Denholm’s confidence in Tesla’s prospects.

He went on to advise workers not to sell their stock, saying that Tesla would become the most valuable company in the world as it perfects self-driving taxis and robots that resemble and move like humans. “The future is incredibly bright,” he said.

Denholm’s sales have far outstripped those by other Tesla directors, with the exception of Musk, who remained on the board after stepping down as chair.

She and other current and former Tesla board members agreed to settle a shareholder lawsuit over their pay in 2023, collectively agreeing to return compensation valued at $US735 million. They denied wrongdoing. Stock options valued at more than $US130 million were cancelled on May 1 to satisfy Denholm’s obligations under that settlement, securities filings show.

Board members agreed in June 2021, after that lawsuit was filed, to forgo new equity grants.

Denholm also made more money selling her company’s stock than the leaders of other corporate boards during the same period. The Times reviewed stock sales by board chairs at the most valuable US companies who, like Denholm, are not executives at those companies.

The non-executive chair with the next-highest profit from selling shares in the company he oversees was Stephen Hemsley of UnitedHealth Group. Hemsley has earned more than $US100 million from the sale of UnitedHealth shares since November 2018, though he received all of that stock while he was CEO of the health care company.

UnitedHealth Group confirmed the findings, but declined to comment. On Tuesday, the company announced Hemsley would retake the CEO job in addition to serving as chair.

Share sales by executives and directors often predict poor performance by the companies they lead, some academic research has found.

Leaders like Denholm have access to nonpublic information and a deep understanding of how broader economic forces may affect company performance. That can make their trades especially profitable, according to Nejat Seyhun, a professor of finance at the University of Michigan.

Insiders “set up plans when they have information,” Seyhun said. If conditions change, “they can cancel those plans.”

This article originally appeared in The New York Times.