Robyn Denholm’s Tesla chair has sold over $50 million in stock this year

Tesla Chairman Robin Denholm just sold his $17.3 million stake in the electric vehicle maker, according to the file Monday, bringing her total stock sales this year to more than $50 million.

Denholm, who joined Tesla’s board as an independent director in 2014 and became chairman four years later, sold the shares as part of the so-called 10b5-1 program introduced in October. She has now sold all 281,116 shares authorized in the agreement.

While Denholm still owns the vast majority of the 1.66 million shares she held at the end of last year, according to submission of power of attorney to the company, its share sales follow heavy selling by other major stakeholders. Former Tesla senior vice president Drew Baglino, who announced his resignation in mid-April, sold about $181.5 million worth of stock shortly after his departure, according to a filing.

Another Tesla board member, Kathleen Wilson-Thompson, created a 10b5-1 trading plan in February 2024 for the potential sale of up to 280,000 shares on or before February 28, 2025.

Tesla shares have fallen 26% this year, closing Monday at $184.76. The decline comes as the company faces increased competition, weakened demand for its electric vehicles and a drop in shipments in the first quarter.

CEO Elon Musk tried to focus investors’ attention on the company’s self-driving future instead of its core auto business. He told investors on Tesla’s earnings call last month that those who doubt the company’s ability to deliver self-driving vehicles should stay away from the stock. For years, Tesla has been working to develop, but has not brought to market, software that would make its existing cars autonomous, specifically robotics and humanoid robots capable of working in factories.

“If someone doesn’t believe that Tesla is going to solve autonomy, I think they shouldn’t be an investor in the company,” Musk said on the call.

In Denholm’s early years on Tesla’s board, she served on the audit committee. She eventually replaced Musk as chairman in November 2018 after the company reached an agreement with the SEC to settle civil securities fraud charges, requiring Musk to step down from that role temporarily, among other provisions.

The SEC charged Musk and Tesla with securities fraud after Musk said in a series of tweets in 2018 that he was considering taking the company private at $420 per share with “secured financing.” The tweets sent Tesla shares volatile.

Prior to joining Tesla’s board of directors, Denholm held executive positions at Sun Microsystems and finance positions at Toyota Australia and accounting firm Arthur Andersen. Denholm currently serves on Tesla’s audit, compensation, nominating and corporate governance and disclosure control committees.

Denholm, who did not respond to a request for comment, is named as a defendant in a shareholder lawsuit — Tornetta v. Musk — that was settled in January. The judge in the Delaware case ruled that the Tesla CEO’s 2018 pay plan, which was the largest in the history of public corporations, was authorized only by a board that is “indebted to Musk” and must be cancelled.

In her opinion, Chancellor Kathleen McCormick wrote that by serving on Tesla’s board, Denholm received “life-changing” compensation that “far exceeded the compensation she received from other sources.”

Denholm’s last the stock selloff coincided with struggles at Tesla and a broad restructuring effort that included thousands of layoffs.

Demand for Tesla’s electric vehicles fell in the first quarter, and inventory levels visibly swelled. Revenue in the period fell 9% from a year earlier, the steepest decline since 2012, while net income plunged 55%.

Musk said in an internal memo in April that Tesla was cutting more than 10 percent of its global workforce. He did not say which departments or locations would be most affected. In the earnings release, he called the restructuring a “pruning exercise” and added: “We’re not giving up anything significant that I know of.” He said that if a company is organizationally “5% wrong a year,” its cumulative inefficiency comes out to 25% or 30%.

Denholm and Musk are currently trying to get shareholders to vote with Tesla’s directors and executives on a number of proxy proposals.

The most substantial proposal requires shareholders to return to Musk his compensation package, which was voided by the Delaware Court of Chancery in the Tornetta ruling. The pay package will be worth tens of billions of dollars in Tesla stock for Musk.

Tesla’s largest individual shareholder, tech billionaire Leo Koguan, has repeatedly urged investors to vote against the plan. In a post by X, Koguan recently wrote“Don’t be a fool, just vote NO.”