By Tim Higgins

The thing Tesla is selling hardest these days is the idea that Elon Musk needs to be paid more.

And the woman handed that sales job -- again -- is Robyn Denholm, the chair of the electric carmaker.

She has already begun a campaign ahead of the Nov. 6 shareholder vote on what could be a $1 trillion pay package aimed at motivating Musk to lock in for the next decade. Normally a behind-the-scenes operator, she has been sitting for interviews and preparing to pitch major investors.

This is the second time in about 18 months that she's essentially making the case Tesla needs to give Musk a giant payday to keep him happy -- the implied threat being that he might bolt if investors don't.

Denholm is trying to sell the new pay package as Tesla's deliveries of vehicles are down for the year, a remarkable development for a growth-stock company. Its only all-new passenger vehicle in years, the Cybertruck, launched in 2023 and quickly flopped. And the company's bet on robot cars is still in its infancy, having launched a limited robotaxi service in Austin, Texas, in June after roughly a decade of hype.

In a recent interview, Denholm conceded there's investor fatigue around the matter of Musk's controversial 2018 pay plan -- the roughly $50 billion deal whose fate is tied up in a Delaware court. But she thinks the latest proposal is what investors want.

"I was getting a lot of questions from shareholders about what does the future look like, for Elon and the company," she told me.

Denholm said she has tried to imagine a Tesla without Musk and suggests shareholders wouldn't like it -- especially at this crucial moment in pivoting from being a car company to one deploying artificial intelligence through robots.

"Our view is the opportunity ahead is far greater with Elon at the helm than without," she said.

You wouldn't expect her to say otherwise. After 11 years on the Tesla board, including nearly seven as chair, Denholm is a veteran of these sorts of proxy fights.

She was the tip of the spear in persuading Tesla investors in 2016 to approve the acquisition of a struggling solar-panel company where Musk was the chairman and largest individual shareholder. It was part of his vision at the time to make Tesla into a renewable energy company, but was seen by critics as a bailout for him.

Then last year, Denholm was again trying to persuade shareholders to reapprove that 2018 compensation plan after a Delaware judge rescinded it. That ruling was critical of Denholm for "lackadaisical" oversight of Musk.

She bristles at such criticisms, once telling a reporter that such claims were "crap," only to receive a private rebuke from her 95-year-old mother, who I'm told, reads Denholm's press closely.

"I know that I work for the shareholders," Denholm said. She sees part of her role as making sure the board and Musk have a good relationship while also balancing her duty to protect shareholders' interest.

On that metric, she's delivering. During her tenure as chair, Tesla's market value has soared to $1 trillion. She credits the 2018 pay package with helping motivate Musk.

Still, it is hard to imagine the board of another publicly traded company giving its CEO the free rein Tesla has given Musk, such as overseeing several other companies -- even with his past successes.

"You can't say 'I want Elon but I don't want this bit,' or 'Can you dial up this bit?'" Denholm said. "I lean into tough discussions...Sometimes he listens, sometimes he doesn't, and that's his prerogative."

Denholm might technically be Musk's boss, but like most people at the company, she clearly spends a lot of time trying to make him happy.

Last summer, it seemed like she had. Musk excitedly jumped up and down on stage at the June 2024 shareholder meeting, moments after they reauthorized his roughly $50 billion pay package following the judge's original ruling.

Except that payday didn't hold his attention long. Weeks later, he became consumed with President Trump's re-election. Then he relocated to Washington early this year in a vain attempt to remake the government as some investors pleaded with him to spend more time on Tesla.

His mood about his day job at Tesla wasn't helped when the Delaware judge in December again struck down the pay package.

In January, a special Tesla board committee, which included Denholm, began work on the compensation issue. They aimed to devise a way to cover the past plan and offer up a new one exciting enough to keep Musk engaged.

During negotiations, according to the company, Musk raised the possibility he "may pursue other interests and leave Tesla if he did not receive" assurances around achieving at least a 25% voting interest in the company and being paid his 2018 compensation plan in full. Musk also made clear, according to the company, that he was unwilling to accept restrictions on his involvement in other companies or his activities.

The special committee had its own wish list, including Musk's assurance that his involvement with the political sphere would wind down in a timely manner. That would happen. Musk's relationship with the Trump White House later blew up over spending legislation and other perceived slights.

"I'm not sure that he would say today that his stint in Washington was fabulous," Denholm said. "I don't think it was fabulous for the company, either."

When talking about Musk's extracurricular activities, Denholm can sound contradictory. On one hand, she says she isn't concerned about the amount of time Musk spends on Tesla and sidesteps questions about whether she thinks his politics hurt the brand. "I've never, never been worried that he hasn't devoted enough time to Tesla, even while he was in Washington," she said.

Still, she said the board wants to get him "to devote as much of his time, energy and focus as we could get." But the new pay plan doesn't specify how much time the board wants.

Denholm doesn't see it as a punching-the-time-card situation. "It's not time that I measure," she said, "it's output."

Shareholders could be forgiven for hoping that output involves selling the future and the products that will shape it, instead of Musk's pay.

Write to Tim Higgins at tim.higgins@wsj.com

(END) Dow Jones Newswires

September 14, 2025 05:30 ET (09:30 GMT)

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