Why Robyn Denholm is a problem for Tesla

That's not a comment on Denholm's career. She has a wealth of senior experience at firms including Telstra, where she was recently appointed chief of finance and strategy, and Juniper Networks, where she was chief of finance and operations. She is leaving Telstra in order to focus on her new role, pending a six-month notice period.

The issue, as Musk's tweet unintentionally highlighted, is that Denholm has been on the board of the Tesla for almost half of its life as a public company. This is problematic for two reasons.

The first is that it represents a missed opportunity. Recall that Musk must give up his head to the head of the Securities and Exchange Commission, which he had in his half-baked take-private tweets in August.

The broad thrust of that settlement was to the lack of effective governance and oversight of the bizarre episode exemplified. Besides separating the CEO and chair, Tesla agreed, among other things, to two new independent directors and institute better controls on the company's external communication, including Musk's own.

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This gives Tesla a chance to make someone who has not worked with Musk before. According to Tesla 's proxy statement, Denholm has some prior experience in finance roles at Toyota, but the real issue is that the results of an insider will change.

The second problem is that, as an insider, Denholm has already supposedly been providing independent oversight of some of the most unsettling periods in Tesla's history; precisely those periods when that oversight seemed – how to put this? – intensely subtle from an outside perspective.

She was, of course, part of the special committee badembled and then disbadembled while whirlwind 17-day take-private whatever-it-was.

Denholm was also part of the board that did not manage to rein in Musk 's weird Twitter clothes – which, in hindsight, look like a prelude to the infamous "funding secured" missive of August 7.

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As part of the compensation committee, it was decided that it was decided that this decision was made before. On the front end, having received total compensation of almost $ US5 million in 2017 (almost all of it in stock options), Denholm was the highest-paid member of a board of compensation at the same time. its apparent usefulness.

Denholm was also part of the board that approved Tesla's Takeover of SolarCity in 2016. This deal, which almost doubled Tesla's debt, was referred to by one proxy-advisory firm as a "thinly veiled bailout plan" for a struggling company where Musk was a major shareholder and chairman, and the CEO was his cousin.

I was reminded of this in Tesla's latest quarterly SEC filing. This month, in August, Tesla cashed out Musk and SolarCity 's former chief technology officer – another cousin – on $ US82.5 million of promissory notes that were effectively "Solar Bonds" they had bought from SolarCity shortly after the acquisition was announced.

None of this means that Denholm can not badume a more effective position in Tesla's governance. It just means we have much evidence of it thus far. Which rather undermines the whole point of this appointment in the first place.