Tesla board chairwoman Robyn Denholm recently sold another massive chunk of stock as the company’s regulatory filings revealed this week. The sale comes at a time when Tesla shares are trading almost at their lowest, thanks to CEO Elon Musk’s no-to-liked ties with the Donald Trump administration. Denholm, who has been with the Tesla board since over a decade, sold 112,390 shares of Tesla worth more than $32 million, according to an SEC filing. Since December 2024, Denholm has reportedly sold more than $150 million in stock. Denholm first joined Tesla’s board in 2014 and became chairwoman in 2018 after Elon Musk was forced to step down from the role by regulators.
The share sales sparked the speculation about Denholm’s future at Tesla. Auto blog Electrek speculated that Denholm “appears to be completely liquidating her stake.” However, Tesla Bull and long-time investor Larry Goldberg strongly refuted this. In a Twitter post, he said that the report was “misleading” and that Denholm is likely exercising share options that are set to expire while selling a portion to cover associated taxes.
Larry Goldberg's scathing post on Tesla Board's plan to fire Elon Musk
In the long Twitter post, Goldberg wrote: "The @SawyerMerritt post below, along with all the reposts that "Robyn Denholm has filed to sell her shares" and breathless announcements that she is selling Tesla shares are incredibly misleading. Yes, Robyn Denholm filed to sell $32m in Tesla Stock. No, she is not reducing her investment in Tesla: at the very least she is maintaining her investment in Tesla, and as I demonstrate below, has increased that investment over time.
In the simplest of terms, in 05/05/2022 Robyn owned 15,000 shares (5,000 shares pre-August '22 split); by July of 2024 she had acquired a further 70,000 shares (at an average cost of about $300 per share, or a total of $21m), to up her count to 85,000 shares, the number she owns today.
In a post today http://driveteslacanada.ca mis-reports that with this sale Robyn is liquidating her holdings in Tesla. This duplicates the errors of that publication's reports of the sales Robyn made in March, and the sales in previous months.
Well they couldn't be more wrong. As I noted above Robyn has in fact INCREASED her investment in Tesla within the last year.
Sawyer's post below, and the reporting from Drive Canada simply fail to explain how Share Options work. This isn't a special situation for Robyn...it's how ALL corporate share options function.
When options are granted, they DO NOT CONSTITUTE SHARE OWNERSHIP! They are a right to buy the share at the pre-determined exercise price. Claiming that when an executive sells the shares acquired in an option transaction that they are "selling their shares" is highly misleading.
Few understand that when a share option is exercised, and the share is purchased at the option strike price, then the difference between the price of the option and the current share price - is taxed at normal rates of tax. A portion of the shares acquired by the exercise of the option is generally sold in order to pay the tax.
The misunderstanding is compounded when an executive prepares to exercise his or her options, they are generally required to file in advance a form 144, Notice of Proposed Sale of Securities. It's this notice that everyone and their brother trounces upon, and announce to the world that this executive is going to sell their shares...instead of awaiting the Form 4, which details, after the fact, how many total options are exercised (shares purchased) that are NOT sold, and thus are net additional shares actually acquired by the executive.
For example, on 7/25/2024 Robyn acquired about 45,000 shares in Tesla (post split numbers are given throughout), sold 20,000 shares to pay for the options and the tax on the gains, this increasing her share count by 25,000. In this case, her form 144 would have announced the intention to sell 20,000 shares, with no information about her intention to buy 25,000 shares!
Over time, in this way, Robyn has accumulated a position of 85,000 shares in Tesla, all of which comes from the exercise of her options. Thus Robyn has INCREASED her share count, not reduced her share count.
The reason the share "sales" are coming with a frequency is that her options expire in August 2025, and there remains 300,000 options to be exercised by then.
We don't have a full accounting of the cash and options she lost in the settlement with the Delaware Court; once we have the detail - I expect we'll be getting that at the Annual Meeting - then I'll do a more complete accounting of her share acquisition and option situation.
Robyn Denholm on Tesla Board wanting to fire Elon Musk as CEO
The Wall Street Journal reported on April 30 that unidentified Tesla board members had reached out to executive-search firms about a month ago to find a new CEO for Tesla. Denholm called the story “absolutely false.” “The CEO of Tesla is Elon Musk and the board is highly confident in his ability to continue executing on the exciting growth plan ahead,” Denholm said via the company’s X account.
Robyn Denholm is highest-paid Board chair of any listed American company
As per company details, post the recent sales, Denholm owns about 85,000 shares and has 300,440 stock options. Denholm’s term as board chair is up for another vote next year. Since joining the board, she has received more than $680 million in cash and stock – ranking as the highest-paid chair of any US public company, according to a Reuters analysis last March.
Last year, Denholm and other members of Tesla’s board faced criticism from a Delaware judge who said the pay package they approved for Musk was too excessive. The judge’s decision to reject Musk’s pay package led the billionaire to move Tesla’s state of incorporation to Texas.
The share sales sparked the speculation about Denholm’s future at Tesla. Auto blog Electrek speculated that Denholm “appears to be completely liquidating her stake.” However, Tesla Bull and long-time investor Larry Goldberg strongly refuted this. In a Twitter post, he said that the report was “misleading” and that Denholm is likely exercising share options that are set to expire while selling a portion to cover associated taxes.
Larry Goldberg's scathing post on Tesla Board's plan to fire Elon Musk
In the long Twitter post, Goldberg wrote: "The @SawyerMerritt post below, along with all the reposts that "Robyn Denholm has filed to sell her shares" and breathless announcements that she is selling Tesla shares are incredibly misleading. Yes, Robyn Denholm filed to sell $32m in Tesla Stock. No, she is not reducing her investment in Tesla: at the very least she is maintaining her investment in Tesla, and as I demonstrate below, has increased that investment over time.
In the simplest of terms, in 05/05/2022 Robyn owned 15,000 shares (5,000 shares pre-August '22 split); by July of 2024 she had acquired a further 70,000 shares (at an average cost of about $300 per share, or a total of $21m), to up her count to 85,000 shares, the number she owns today.
In a post today http://driveteslacanada.ca mis-reports that with this sale Robyn is liquidating her holdings in Tesla. This duplicates the errors of that publication's reports of the sales Robyn made in March, and the sales in previous months.
Well they couldn't be more wrong. As I noted above Robyn has in fact INCREASED her investment in Tesla within the last year.
Sawyer's post below, and the reporting from Drive Canada simply fail to explain how Share Options work. This isn't a special situation for Robyn...it's how ALL corporate share options function.
When options are granted, they DO NOT CONSTITUTE SHARE OWNERSHIP! They are a right to buy the share at the pre-determined exercise price. Claiming that when an executive sells the shares acquired in an option transaction that they are "selling their shares" is highly misleading.
Few understand that when a share option is exercised, and the share is purchased at the option strike price, then the difference between the price of the option and the current share price - is taxed at normal rates of tax. A portion of the shares acquired by the exercise of the option is generally sold in order to pay the tax.
The misunderstanding is compounded when an executive prepares to exercise his or her options, they are generally required to file in advance a form 144, Notice of Proposed Sale of Securities. It's this notice that everyone and their brother trounces upon, and announce to the world that this executive is going to sell their shares...instead of awaiting the Form 4, which details, after the fact, how many total options are exercised (shares purchased) that are NOT sold, and thus are net additional shares actually acquired by the executive.
For example, on 7/25/2024 Robyn acquired about 45,000 shares in Tesla (post split numbers are given throughout), sold 20,000 shares to pay for the options and the tax on the gains, this increasing her share count by 25,000. In this case, her form 144 would have announced the intention to sell 20,000 shares, with no information about her intention to buy 25,000 shares!
Over time, in this way, Robyn has accumulated a position of 85,000 shares in Tesla, all of which comes from the exercise of her options. Thus Robyn has INCREASED her share count, not reduced her share count.
The reason the share "sales" are coming with a frequency is that her options expire in August 2025, and there remains 300,000 options to be exercised by then.
We don't have a full accounting of the cash and options she lost in the settlement with the Delaware Court; once we have the detail - I expect we'll be getting that at the Annual Meeting - then I'll do a more complete accounting of her share acquisition and option situation.
Robyn Denholm on Tesla Board wanting to fire Elon Musk as CEO
The Wall Street Journal reported on April 30 that unidentified Tesla board members had reached out to executive-search firms about a month ago to find a new CEO for Tesla. Denholm called the story “absolutely false.” “The CEO of Tesla is Elon Musk and the board is highly confident in his ability to continue executing on the exciting growth plan ahead,” Denholm said via the company’s X account.
Robyn Denholm is highest-paid Board chair of any listed American company
As per company details, post the recent sales, Denholm owns about 85,000 shares and has 300,440 stock options. Denholm’s term as board chair is up for another vote next year. Since joining the board, she has received more than $680 million in cash and stock – ranking as the highest-paid chair of any US public company, according to a Reuters analysis last March.
Last year, Denholm and other members of Tesla’s board faced criticism from a Delaware judge who said the pay package they approved for Musk was too excessive. The judge’s decision to reject Musk’s pay package led the billionaire to move Tesla’s state of incorporation to Texas.
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