Tesla Files Proxy Statement, Chair Interviewed by NYT

TL;DR

Tesla's proxy statement is out, Chair Denholm chatted with the NYT. Watch for details.

AI Summary

Tesla, Inc. filed a Definitive Proxy Statement (DEFA14A) on September 15, 2025. The filing indicates that on September 12, 2025, Robyn Denholm, Chair of the Board, participated in an interview with The New York Times. This proxy statement is filed under Section 14(a) of the Securities Exchange Act of 1934.

Why It Matters

This filing provides shareholders with important information regarding company governance and potential discussions that could influence investor sentiment or future strategic decisions.

Risk Assessment

Risk Level: low — The filing is a standard proxy statement and does not contain immediate, significant financial or operational risks.

Key Players & Entities

• Tesla, Inc. (company) — Registrant
• Robyn Denholm (person) — Chair of the Board of Directors
• The New York Times (company) — Interviewee

FAQ

Key Financial Figures

• $1 — given shares that would be worth almost $1 trillion if he achieved a series of moo
• $8.5 — e to increase its stock market value to $8.5 trillion from about $1 trillion. But t
• $50 billion — versial 2018 pay plan—the roughly $50 billion deal whose fate is tied up in a Delawar
• $419b — h; the world’s richest man with a $419bn fortune — is motivated by money.
• $400b — nts in humankind.” Musk also runs $400bn rocket maker SpaceX and $200bn start-u
• $200b — lso runs $400bn rocket maker SpaceX and $200bn start-up xAI. The board laid out mult
• $59b — ull after Tesla’s value grew from $59bn to exceed $650bn, netting Musk $56bn i
• $650b — rsquo;s value grew from $59bn to exceed $650bn, netting Musk $56bn in stock options.
• $56b — om $59bn to exceed $650bn, netting Musk $56bn in stock options. Denholm has faced f
• $530m — s elite. She herself has made more than $530mn from exercising share options in her 1
• $30b — th awarded Musk 96mn shares worth about $30bn in what it described as a “good

Filing Documents

• tm2525295d4_defa14a.htm (DEFA14A) — 58KB
• tm2525295d4_defa14aimg01.jpg (GRAPHIC) — 52KB
• 0001104659-25-090043.txt ( ) — 130KB

From the Filing

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant Filed by a Party other than the Registrant Check the appropriate box: Preliminary Proxy Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) Definitive Proxy Statement Definitive Additional Materials Soliciting Material under §240.14a-12 Tesla, Inc. (Name of Registrant as Specified In Its Charter) (Name of Person(s) Filing Proxy Statement, if other than the Registrant) Payment of Filing Fee (Check all boxes that apply): No fee required Fee paid previously with preliminary materials Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11 On September 12, 2025, Robyn Denholm, Chair of the Board of Directors of Tesla, Inc. (“ Tesla ”), participated in an interview with each of the New York Times, the Wall Street Journal and the Financial Times. Copies of the articles are below. Tesla Board Chair Defends Elon Musk’s Enormous Pay Proposal Robyn Denholm, normally media shy, is campaigning to get shareholders to back the chief executive’s trillion-dollar compensation package. New York Times By Jack Ewing 12 September 2025 Most executives who presided over sinking sales and profit and a new product that tanked would be looking for a new job. Elon Musk, the chief executive of Tesla, could instead receive the largest compensation package in corporate history. On Friday, the chair of Tesla’s board of directors defended the trillion-dollar compensation plan for Mr. Musk that the carmaker unveiled in a regulatory filing last week. In an hourlong interview with The New York Times, the chair, Robyn Denholm, said Mr. Musk was capable of delivering world-changing technology if driven by seemingly impossible goals. “Putting together any compensation plan, you need to look at what motivates the individual that you’re trying to motivate,” Ms. Denholm said at Tesla’s engineering headquarters in Palo Alto, Calif. “And for Elon, it’s doing things that no one else has done before.” Ms. Denholm, who has given few interviews in her 11 years on the Tesla board, has become the main spokeswoman for a campaign to convince the company’s investors that Mr. Musk should be given shares that would be worth almost $1 trillion if he achieved a series of moonshot objectives. Shareholders will vote on the package at an annual meeting in November. In effect, Tesla’s board is arguing that Mr. Musk is a unique human being who responds only to otherworldly challenges matched by otherworldly compensation. In the filing, the board said benchmarking Mr. Musk’s pay package against the compensation of other executives, as is customary, would be irrelevant. Ms. Denholm, occasionally appearing ill at ease, referred to Mr. Musk’s “unique characteristics , including his track record of being able to deliver against wildly ambitious plans .” Tesla’s shareholders have great ardor for Mr. Musk, but even this may be a tough sell. Ms. Denholm is contending that Mr. Musk deserves this compensation package even after Tesla’s car sales have slumped on his watch, its profit has fallen and one of his pet projects, the Cybertruck pickup, has been a flop. Some investors are angry. “Offering Elon Musk — the richest man in the world — a trillion-dollar pay package to convince him to remain C.E.O. at a company he has already badly damaged is unconscionable,” Laura Montoya, the New Mexico state treasurer, said in a statement. New Mexico and other Responding to that vein of criticism, Ms. Denholm said: “This plan is about future performance. It’s not about past performance. He gets nothing if he doesn’t perform against the goals.” For Mr. Musk to collect shares that would ultimately equal 12 percent of the company, Tesla would have to deploy one million autonomous taxis and one million robots and increase profit more than 24-fold from last year. It would also have to increase its stock market value to $8.5 trillion from about $1 trillion. But the car sales milestones in what Ms. Denholm prefers to call a performance plan do not seem that difficult to achieve. Tesla would need to sell an average of 1.2 million vehicles a year through 2035 for Mr. Musk to meet his goals, far fewer than the 1.8 million sold last year. After pioneering the market for electric vehicles, Tesla risks becoming a minor player. It has already fallen behind the Chinese automakers BYD and Geely and could soon fall behind Volkswagen. Ms. Denholm disputed suggestions that vehicles are no longer the most important business for Tesla, which also sells large batteries used to store renewable energy. “Th

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