(Reuters) – Tesla Inc has appointed director Robyn Denholm as committee chair, fulfilling a request from the US Securities and Exchange Commission to wrest the job from Elon Musk, the rebel CEO of the manufacturer of electric cars that dragged the company through months of turbulence.
The assignment was requested as part of a September agreement that Tesla struck with the securities regulator to settle fraud charges against Musk and Tesla. The legal experts said it was not clear whether Denholm, who was on Tesla's table for four years, was independent enough to allow Tesla to comply with the court's approved agreement.
Denholm, 55, joined Tesla as an independent director in 201
He is chief financial officer of the Australian telecommunications company Telstra Corp Ltd and previously worked for Toyota in Australia, according to his LinkedIn profile. He will resign from Telstra to take on the role of Tesla full-time.
If it is independent enough to curb the public outbursts by Musk – who has derided the SEC as the "Shortseller Enrichment Commission" on Twitter after paying the fraud charges – it is an open question.
Denholm sat on the board when Musk established production targets for the Model 3 car that had not been achieved, and also when the CEO tweeted that he had obtained funding to take Tesla in private, which urged the SEC to file fraud charges against him.
The resolution passed by the court on such charges requires Tesla to certify in writing that it has appointed an "independent" president and to provide evidence and performance to present his case.
While the definition of "independent" is typically broad, legal experts have suggested that the court could eventually conclude that Tesla did not comply with the letter of the agreement.
"Violating the spirit of the settlement, which was to change the culture of the board so there was a check on Musk's worst instincts," said Stephen Diamond, professor of corporate governance at the # 39; University of Santa Clara.
The SEC refused to comment beyond the court's ruling.
Musk, who remains Tesla's largest shareholder and the driving force behind his ambitious plans to remodel electric battery technology and automotive transport, tweeted here his appointment's approval .
"Moss, I think, has a lot to do with selection and wants to make sure you can see it in the eye," said Elazar Capital analyst Chaim Siegel.
Key Institutional Proxy Consultants Shareholder Services and Glass, Lewis & Co each named Denholm as Tesla's "independent" director in dealings with the carmaker's investors at the start of this year.
Denholm pumped gas into his parents' gas station before going to study at the University of Sydney and joining Arthur Andersen.
Since then, he has worked at the Swiss electricity grid manufacturer ABB Ltd, the network gear company Juniper Networks and the computer company Sun Microsystems. She was also the national finance manager for Toyota Australia.
Telstra's CEO Andy Penn said when he appointed: "Robyn has a proven track record as a global operations manager in a company focused on telecommunications networks."
Executive selector Patricia Lenkov, however, claimed that Denholm was probably not the right choice for work, arguing that Tesla needed a more experienced figure dealing with strong founders.
"There may be an element of risk here." It is not a proven entity in this type of work, "he said.
As Tesla is finally starting to make up for Musk's promises on the production of the Model 3 sedan, considered crucial for the company's future, in recent months it has lost senior executives for sales, human resources, production and finance.
Last month his vice president for production of Gilbert Passin was left.
"Consider the fact that Denholm has a previous industry experience with Toyota positively," said Garrett Nelson, an analyst at CFRA Research, adding that it makes sense that Tesla tries to avoid the risk of a real outsider colliding with Musk.
The Silicon Valley billionaire's self-promotion gift made Tesla one of the most controversial companies in the world, but it also caused public swings with journalists, analysts, Wall Street investors and even with rapper Azealia Banks.
He was sued for calling one of the divers behind the Thai cave rescue of a "pedo" this year.
According to the Australian newspaper, Denholm said that the only things that really disappoint her are rudeness and waste.
"Courtesy does not cost you anything at all, it does not matter whether you're the oldest person in the room, or the youngest," the journalist said in an interview a few years ago.
Tesla shares closed at around 1% to $ 351.40.
Other reports by Akanksha Rana and Philip George in Bengaluru, Melanie Burton in Melbourne, Michelle Price and Jan Wolfe in Washington, and Ross Kerber in Boston; Editing by Patrick Graham and Bill Rigby