Podcast Summary: Bloomberg Talks

Episode: Tesla Chairman of the Board Talks Elon Musk's Compensation Package and Future at Company
Date: October 28, 2025
Host: Bloomberg
Guest: Robyn Denholm, Chair of Tesla’s Board of Directors

Episode Overview

This episode features an in-depth conversation with Robyn Denholm, Chair of Tesla’s Board of Directors, focused on Elon Musk’s proposed compensation package, its implications for his future at Tesla, and the strategic direction of the company. Denholm addresses shareholder concerns, the nature and intent of the pay package, succession planning, performance expectations, and the rationale behind Musk’s voting influence. The discussion is framed by ongoing media attention, proxy advisory recommendations, and a significant pending shareholder vote.

Key Discussion Points & Insights

1. Nature of Elon Musk’s Compensation Package

• Performance-Based Structure: Denholm emphasizes that the package is tied to “audacious milestones” and that Musk “gets nothing if he doesn’t perform” (02:04).
• Focus on Performance, Not Just Compensation:

  "Rather than compensation, it’s actually about the performance and the goals that we have for the company as we move forward."
  — Robyn Denholm [02:13]

• Voting Influence Over Economic Benefits:
  • The main concern is Elon’s voting influence and leadership, not only his potential economic reward.

  "Elon's been very public...about the fact that it's around the voting influence that he could have in future shareholder meetings as opposed to the economic interests."
  — Robyn Denholm [02:37]

2. Shareholder Engagement & Concerns

• Denholm and the board are actively meeting with top institutional and retail investors to solicit feedback and answer questions (00:52).
• Proxy Advisory Opposition:
  • Notably, proxy advisors like Glass Lewis and ISS have recommended against the package due to its size (01:35).

3. Succession Planning and Contingency for a "No" Vote

• Risk of Musk’s Departure:

  "There is a very real risk that Elon leaves if the vote is a no." — Shareholder/Interviewer [03:07]

• Plan B & Succession:
  • Denholm confirms ongoing board discussions regarding succession planning:

  "Succession planning is an important part and so much so that we've actually baked in an orderly succession plan... as part of this performance plan."
  — Robyn Denholm [03:56]

  • However, she concedes "there is no other person that is Elon," underscoring Musk’s unique value to Tesla and the absence of an equivalent replacement (05:23).
• Probability of Departure:

  "If it's no, the probability that Elon goes 100%—well, time will tell. But he's been very, very public...it would be more of a say on his leadership over this period of time, not just about the performance plan itself."
  — Robyn Denholm [06:36]

4. Strategic Goals & The Place of Energy Products

• Energy’s Role in Company Performance:
  • While energy is central to Tesla’s future, it isn’t a standalone goal in Musk’s compensation plan since:

  "It is absolutely embedded in the goals...you can't get there without a robust energy outcome."
  — Robyn Denholm [07:40]

• The massive EBITDA targets ($50B, $400B) reflect required performance in both automotive and energy sectors.

5. Interim Awards and the Delaware Litigation

• Potential for Interim Compensation:
  • The board considered interim mechanisms, given the Delaware appeal over Musk’s 2018 plan and the ongoing need to attract and retain AI talent.

  "We have not ruled that out...the special committee was charged with looking at all matters compensation wise."
  — Robyn Denholm [09:07]

  • An interim award with a two-year vesting period was issued in August 2025, forfeitable if the company wins the Delaware appeal.

6. Structure of Voting Rights vs. Monetary Rewards

• Voting Power:
  • Tesla cannot retroactively create a dual-class share structure to provide Musk with voting-only power.

  "It's just not possible once a public company has gone public to introduce a special class of voting shares."
  — Robyn Denholm [11:05]

  • As a result, voting and economic rights are structured to vest first in terms of control, then in monetary value.

7. Why Elon Musk?

• Uniqueness of Leadership:
  • Denholm argues Musk’s blend of manufacturing and AI expertise is unmatched.

  "I think there's not another person on the planet that has the skill set that Elon has...that confluence of those technology skills."
  — Robyn Denholm [12:44]

• Governance and Technological Risk:
  • The board acknowledges governance over risks emerging from new technologies, with Musk seen as essential to managing both opportunity and hazards.

8. Impact of Delaware Litigation on Strategy

• Denholm insists that while disruptive, the 2018 compensation dispute hasn’t prevented board authorization of new strategic initiatives (14:33).

Notable Quotes & Memorable Moments

• “There is no other person that is Elon.”
  — Robyn Denholm [05:23]
• “If it's no, the probability that Elon goes 100%—well, time will tell.”
  — Robyn Denholm [06:36]
• On voting rights:
  “It’s just not possible once a public company has gone public to introduce a special class of voting shares...we were not able to come up with something that would enable us to do that.”
  — Robyn Denholm [11:05]
• On Musk’s unique value:
  “There’s not another person on the planet that has the skill set that Elon has...that confluence of those technology skills.”
  — Robyn Denholm [12:44]

Key Timestamps and Segments

• [00:18] – Opening; Introduction to the pay package and shareholder meetings
• [02:04] – Explanation of the performance-based nature of the compensation plan
• [03:07 – 05:23] – "Plan B" and conversation about the risk of Elon Musk leaving
• [06:36] – Probability of Musk’s departure if the vote fails
• [07:29] – Energy products’ role in performance goals
• [09:07] – Interim compensation and response to Delaware litigation
• [10:55] – Challenges of providing voting influence without monetary compensation
• [12:44] – Why Musk is seen as uniquely qualified for leadership
• [14:33] – Delaware litigation’s effect (or lack thereof) on Tesla’s strategy

Conclusion

This episode provides a rare, candid look at Tesla’s high-stakes governance issues and the tension between ensuring Elon Musk’s continued involvement and managing the expectations of diverse shareholders. Robyn Denholm underscores the board’s conviction in Musk’s irreplaceability, the rationale behind the structure of his compensation, and the centrality of performance and influence—rather than pure economic reward—in the package. The episode is invaluable for understanding the board’s perspective on leadership, risk, and the pressures shaping Tesla at a pivotal moment in its corporate history.