In March, after a steep decline in Tesla’s share worth, Elon Musk advised staff, “Cling on to your inventory.”
The chair of Tesla’s board, Robyn Denholm, has not heeded his recommendation. Ms. Denholm has made $198 million up to now six months promoting Tesla inventory that she earned for serving on the board, based on a New York Occasions evaluation of securities filings.
That brings her whole revenue on the sale of Tesla inventory to greater than $530 million since changing into the board’s chief in late 2018, way over her friends have made on the most dear U.S. corporations throughout that point, the evaluation reveals.
The share gross sales increase questions on Ms. Denholm’s confidence in Tesla’s prospects. Her most up-to-date gross sales, executed beneath a prearranged buying and selling plan filed final summer time, got here as Mr. Musk, the corporate’s chief govt, took a time-consuming position within the Trump administration. Tesla’s automobile gross sales have plunged partly as a result of Mr. Musk’s political actions have turned off some automobile patrons. The corporate’s quarterly revenue fell within the first three months of 2025 to its lowest degree in 4 years.
Ms. Denholm earned the appropriate to purchase these shares, often called inventory choices, for serving on the board, a part-time place. Tesla granted the choices between 2014 and 2020, and its share worth has soared since then, giving Ms. Denholm the appropriate to purchase shares for lots lower than their present worth. Final week, for instance, she purchased greater than 112,000 shares for $24.73 apiece and offered them the identical day for greater than $270.
“To dump her inventory, it doesn’t ship a message that it is a board chair who’s invested in the way forward for the corporate,” mentioned the New York Metropolis comptroller, Brad Lander, who oversees the town’s 5 public pension funds. As of March, these funds held greater than three million Tesla shares, valued on the time at roughly $817 million.
A spokesman for Ms. Denholm mentioned Tesla paid board members in a way that was “utterly aligned with shareholder pursuits.”
“The rationale the worth of the Tesla administrators’ choices has elevated is as a result of Tesla has outperformed its business friends and created outsized returns for the homeowners of the corporate, the shareholders,” he mentioned in a press release.
Inventory choices, which for years made up the majority of Tesla administrators’ compensation, are helpful provided that the corporate’s share worth rises, as Tesla’s did. Those that train their choices to purchase firm inventory can promote or maintain on to their new shares.
Ms. Denholm has offered greater than 1.4 million Tesla shares and continues to carry 85,000 of them and roughly 49,000 inventory choices, based on the Occasions evaluation. Equilar, a compensation analysis agency, reviewed the methodology. Her newest wave of inventory gross sales have been carried out beneath the plan she set into movement in July, quickly after Mr. Musk endorsed Donald J. Trump for president.
Underneath securities laws, executives and different insiders can use such plans to commerce shares of their corporations. They aren’t required to reveal many particulars of their plans, together with the rationale for them or the situations beneath which shares might be offered. Additionally they have loads of leeway to cancel the plans.
A local of Australia and veteran expertise govt, Ms. Denholm has maintained a low profile and barely speaks publicly about Tesla or Mr. Musk. She was recruited to the Tesla board in 2014 and appointed chair in 2018 after Mr. Musk agreed to step down from the place beneath a settlement with the Securities and Alternate Fee.
She and different board members have been criticized by some traders, activists and a Delaware decide for not serving as counterweights to Mr. Musk, who’s broadly seen as brash and impulsive. Tesla administrators have additionally been faulted for failing to make sure that he stays centered on Tesla.
“Musk operates as if freed from board oversight,” Chancellor Kathaleen St. J. McCormick of the Delaware Courtroom of Chancery wrote final yr when she dominated in favor of a shareholder who had challenged Mr. Musk’s 2018 pay package deal, valued at round $56 billion. Choose McCormick, in that ruling, described Ms. Denholm’s fashion of overseeing Mr. Musk as “lackadaisical.”
Tesla has appealed the choice, which voided Mr. Musk’s pay package deal, and Ms. Denholm has pushed again on Choose McCormick’s critique.
“Anyone who is aware of me, is aware of that I’m not lackadaisical, now that I do know what that phrase means,” Ms. Denholm told The Financial Times last year. “It’s in all probability the furthest from the reality. I’m actually intense and really diligent in what I do.”
Throughout the trial over Mr. Musk’s pay, Ms. Denholm described the cash she had constructed from her Tesla board service as “life-changing.” Director pay at Tesla was topic to a separate lawsuit that Ms. Denholm and different board members settled in 2023.
Mr. Musk, who has lengthy been a part-time chief govt of Tesla, has taken on much more duties through the years. He has develop into an everyday presence in Washington, main President Trump’s efforts to slash authorities spending and dismiss federal authorities staff.
Mr. Musk mentioned lately he would cut back his time in Washington to 1 or two days every week. His consideration is prone to stay divided, nonetheless, as a result of he additionally leads a number of different companies, together with SpaceX and X, the social media web site he owns.
Ms. Denholm’s first gross sales beneath her current buying and selling plan came about in November, the week after the presidential election, as Tesla’s share worth was climbing. The inventory reached a brand new excessive a couple of weeks later, in December. She continued to promote by early Might, as the corporate confronted client backlash over Mr. Musk’s political actions and the inventory worth fell.
The inventory is now down round 34 p.c from its peak after recovering a few of its losses over the previous couple of weeks.
Mr. Musk acknowledged Tesla’s difficulties throughout a gathering with firm staff in March. “In case you learn the information it seems like, , Armageddon,” he mentioned half-jokingly.
He went on to advise employees to not promote their inventory, saying Tesla would develop into essentially the most helpful firm on the earth because it perfected self-driving taxis and robots that resembled and moved like people. “The longer term is extremely vivid,” he mentioned.
Ms. Denholm’s gross sales have far outstripped these by different Tesla administrators, excluding Mr. Musk, who remained on the board after stepping down as chair.
She and different present and former Tesla board members agreed to settle a shareholder lawsuit over their pay in 2023, collectively agreeing to return compensation valued at $735 million. They denied wrongdoing. Inventory choices valued at greater than $130 million have been canceled on Might 1 to fulfill Ms. Denholm’s obligations beneath that settlement, securities filings present.
Board members agreed in June 2021, after that lawsuit was filed, to forgo new fairness grants.
Ms. Denholm additionally made extra money promoting her firm’s inventory than the leaders of different company boards throughout the identical interval. The Occasions reviewed inventory gross sales by board chairs on the most dear U.S. corporations who, like Ms. Denholm, usually are not executives at these corporations.
The nonexecutive chair with the next-highest revenue from promoting shares within the firm he oversees was Stephen Hemsley of UnitedHealth Group. Mr. Hemsley has earned greater than $100 million from the sale of UnitedHealth shares since November 2018, although he obtained all of that inventory whereas he was chief govt of the well being care firm.
UnitedHealth Group confirmed the findings, however declined to remark. On Tuesday, the corporate introduced that Mr. Hemsley would retake the chief govt job along with serving as chairman.
Share gross sales by executives and administrators typically predict poor efficiency by the businesses they lead, some educational analysis has discovered.
Leaders like Ms. Denholm have entry to nonpublic data and a deep understanding of how broader financial forces could have an effect on firm efficiency. That may make their trades particularly worthwhile, based on Nejat Seyhun, a professor of finance on the College of Michigan.
Insiders “arrange plans once they have data,” Professor Seyhun mentioned. If situations change, “they’ll cancel these plans.”
