Tesla CEO Elon Musk has demonstrated that electric vehicles can outperform internal combustion engines and potentially shift societies toward the electrification of ground transportation. Tesla has become the most disruptive and consequential American carmaker of our lifetimes.
This apparent success is even more remarkable considering the confounding behavior of Tesla’s management and board.
Last Friday evening on a holiday weekend (typically the time to dump the worst news), Tesla announced that four of its 10 board members will be leaving this year and next. Tesla's SEC filing claims that the smaller board will "allow it to operate more nimbly and efficiently, while maintaining new ideas, expertise and experiences."
The timing is…odd. The announcement comes right before an investor day focused on autonomous driving (Monday), a crucial quarterly earnings report (Wednesday), an SEC contempt case (Thursday), and the long-awaited closing of its Maxwell supercapacitor acquisition.
The announcement comes after a quarter that saw the company make some counterintuitive moves: the shuttering of its retail outlets, quickly followed by a partial reversal of that decision; the anti-climactic Model Y crossover announcement; and Model 3 pricing and feature changes that could leave the mass-market car consumer a bit confused.
Not to mention the questions swirling around the Buffalo factory, the Shanghai factory, and the actual demand for its vehicles. And all of this occurs while Musk, the chairman of a $50 billion market cap company under the glare of public and SEC scrutiny, sends salvos of questionable tweets.
Meet the new board, same as the old board, just smaller
Despite being one of the highest-compensated boards among public companies, Tesla's directors remain relatively unburdened by automotive and manufacturing experience. Only new chair Robyn Denholm can boast of some automotive history.
Here are the current members of the Tesla board.
- Brad Buss: Former CFO at Musk family firm SolarCity.
- Antonio Gracias: Gracias is an independent director with early investments in Tesla as well as Musk's rocket company, SpaceX.
- Ira Ehrenpreis: Venture capital investor who put money into Tesla while at Technology Partners.
- Kimball Musk: Restaurateur and brother of Elon Musk.
- Steve Jurvetson: The SpaceX board member and investor has just returned from an extended leave from the board after an alleged misconduct episode at the venture firm bearing his name. He's been busy raising a big, new fund.
- Robyn Denholm: COO of telecommunications firm Telstra. Prior to Telstra, Denholm was CFO and COO at Juniper Networks. Unique among board members, she actually worked in the automotive business — at Toyota Motor Corporation Australia. Denholm was named chair in November.
- James Murdoch: Rupert Murdoch's son launched record label Rawkus Records (roster included Black Star). At age 30, he served as CEO of BSkyB. Murdoch became CEO of Twenty-First Century Fox in 2015.
- Linda Johnson Rice: Chairman of Chicago-based Johnson Publishing Company, Rice joined the board in 2017.
- Larry Ellison: Ellison is the 74-year-old chairman, co-founder and CTO of Oracle. He’s one of the world’s richest people (with a net worth of approximately $54.5 billion) and a bit of a maximalist. Ellison was added to the board as part of the terms of its settlement with the SEC late last year.
- Kathleen Wilson-Thompson: Also added to the board as part of the SEC settlement, Wilson-Thompson is executive VP and head of HR at Walgreens Boots Alliance, the largest pharmacy and wellness firm in the U.S.
According to an SEC filing, "Brad Buss, Antonio Gracias, Stephen Jurvetson, and Linda Johnson Rice agreed collectively" that they will "not stand for re-election to the Board at the expiration of their respective current terms," which will be at the June 11, 2019 annual meeting of stockholders for Buss and Rice, and at the 2020 meeting for Jurvetson and Gracias — if the stockholders approve a director term reduction proposal. Otherwise, Gracias’ term will end at the 2021 annual meeting of stockholders.
The SEC document notes that the agreement "did not result from any disagreement between Tesla and any of such directors."
GTM will be covering more bombshell news from Tesla on Wednesday at Tesla's first-quarter 2019 earnings call. Stay tuned.