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August 12, 2026 \u2014 6:00pm<\/p>\n
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Remove items from your saved list<\/a> to add more.<\/p>\n AAA<\/p>\n Robyn Denholm was keeping the books and pumping petrol at her parents\u2019 Milperra service station in Sydney\u2019s south-west before she was 10. Today, the Australian chartered accountant sits between Elon Musk and the largest pay packet in corporate history.<\/p>\n Denholm has chaired Tesla\u2019s board since November 2018, when the US Securities and Exchange Commission forced Musk out of the role over his aborted plan to take the carmaker private.<\/p>\n The Wall Street Journal reported this week that a clause in Musk\u2019s 2025 pay agreement means a SpaceX<\/a> takeover of Tesla would wipe away half the conditions on his award.<\/p>\n Musk normally has to clear two sets of hurdles. Tesla must hit 12 market capitalisation targets, topping out at $US8.5 trillion ($12 trillion), and operationally deliver its 20 millionth vehicle, put a million robotaxis in service, and build a million Optimus robots.<\/p>\n The contract\u2019s change-in-control clause creates a massive shortcut: in an acquisition, the operational hurdles vanish. Stock vests purely on the takeover price, unlocking a new tranche for every $US500 billion added to the deal and topping out at a full $US824 billion payout if the price reaches $US8.5 trillion.<\/p>\n Boston College accounting professor Mary Ellen Carter told the Journal the targets were meant to be a stretch. \u201cAll you have to do is be bought,\u201d she said.<\/p>\n Josh Gilbert, eToro\u2019s lead Asia-Pacific analyst, said the clause changes how Tesla\u2019s share price should be read. \u201cWhen the person who controls both companies has a trillion reasons to get a deal across the line, some of Tesla\u2019s share price starts reflecting deal probability rather than fundamentals,\u201d he told this masthead.<\/p>\n Musk controls about 86 per cent of SpaceX\u2019s voting power and appoints a majority of its board. At Tesla he holds under 20 per cent, so a takeover needs shareholder approval. It also needs a price, set by the directors Denholm leads.<\/p>\n A buyout where the buyer sits on both sides of the table is normally handled by a special committee of independent directors, the process Denholm used to design the 2025 award<\/a>, which she told investors was built around \u201cincentives that will drive peak performance from our visionary leader\u201d.<\/p>\n Related Article Her duty in a takeover is to Tesla\u2019s shareholders, which means extracting the highest price she can from the buyer. That duty also pays Musk: every $US500 billion she adds to the price releases another slice of his award.<\/p>\n Her independence has been challenged before, notably by the Delaware judge who struck down Musk\u2019s earlier pay deal. She is the highest-paid chair of any listed company in the US.<\/p>\n The route that does not involve a takeover is getting steeper. Tesla set a delivery record last quarter by cutting prices, but its operating margin collapsed to 1.4 per cent. \u201cOn last quarter\u2019s numbers, the milestones look like a mountain,\u201d Gilbert said.<\/p>\n Australians have a direct stake: more than 28,000 local retail investors were let into the SpaceX float in June, and Gina Rinehart tipped in $1.4 billion. SpaceX stock closed on Tuesday at $US133.29, below its $US135 issue price.<\/p>\n An all-stock deal \u2013 the structure Gilbert expects at that scale \u2013 would leave existing SpaceX holders \u201cowning meaningfully less of a very different company,\u201d he said.<\/p>\n Musk has not ruled out a merger, and Wedbush analyst Dan Ives puts the odds of a 2027 combination above 80 per cent. Gilbert rates a deal plausible but not inevitable, since the SpaceX board cannot wave through a transaction that does not stack up.<\/p>\n Tesla, SpaceX and Musk did not respond to the Journal. Denholm has not commented.<\/p>\n Any deal would go to Tesla shareholders for a vote. But its terms would first be negotiated and recommended by a board chaired by the director Musk picked to replace himself.<\/p>\n The Business Briefing newsletter delivers major stories, exclusive coverage and expert opinion. Sign up to get it every weekday morning<\/a>.<\/p>\n Save<\/p>\n You have reached your maximum number of saved items.<\/p>\n Remove items from your saved list<\/a> to add more.<\/p>\n![\"Tesla\u2019s](\"https:\/\/www.newsbeep.com\/au\/wp-content\/uploads\/2026\/08\/838cb95f25388baa0dad1e5a8e2170655c2f78a6.jpeg\")
Tesla\u2019s chairperson Robyn Denholm said Elon Musk was a \u201cgenerational leader\u201d and the right CEO during this \u201ctransformative period of time.\u201dBloomberg<\/p>\n![\"Elon](\"https:\/\/www.newsbeep.com\/au\/wp-content\/uploads\/2026\/08\/42d460f22751815abf0f7bbf002a29110b0e4c86.jpeg\")
Elon Musk\u2019s SpaceX lost billions in value in its most recent set of financial results.Getty<\/p>\n![\"The](\"https:\/\/www.newsbeep.com\/au\/wp-content\/uploads\/2026\/08\/93ff547f82083ccc0d649938fe3f7985a789f733.jpeg\")
<\/a><\/p>\n![\"eToro](\"https:\/\/www.newsbeep.com\/au\/wp-content\/uploads\/2026\/08\/b3b5679ee07a242f0ea7685849cea48ed1209108.jpeg\")
eToro market analyst Josh Gilbert.<\/p>\n![\"David](\"https:\/\/www.newsbeep.com\/au\/wp-content\/uploads\/2025\/12\/1765876452_771_b3a5e27b67bafef557dc9d266c430580bca7aae2.png\")
David Swan<\/a> is the technology editor for The Age and The Sydney Morning Herald. He was previously technology editor for The Australian newspaper.Connect via X<\/a> or email<\/a>.From our partners<\/p>\n","protected":false},"excerpt":{"rendered":"August 12, 2026 \u2014 6:00pm Save You have reached your maximum number of saved items. Remove items from…\n","protected":false},"author":2,"featured_media":852627,"comment_status":"","ping_status":"","sticky":false,"template":"","format":"standard","meta":{"footnotes":""},"categories":[5],"tags":[64,63,99],"class_list":["post-852626","post","type-post","status-publish","format-standard","has-post-thumbnail","category-business","tag-au","tag-australia","tag-business"],"_links":{"self":[{"href":"https:\/\/www.newsbeep.com\/au\/wp-json\/wp\/v2\/posts\/852626","targetHints":{"allow":["GET"]}}],"collection":[{"href":"https:\/\/www.newsbeep.com\/au\/wp-json\/wp\/v2\/posts"}],"about":[{"href":"https:\/\/www.newsbeep.com\/au\/wp-json\/wp\/v2\/types\/post"}],"author":[{"embeddable":true,"href":"https:\/\/www.newsbeep.com\/au\/wp-json\/wp\/v2\/users\/2"}],"replies":[{"embeddable":true,"href":"https:\/\/www.newsbeep.com\/au\/wp-json\/wp\/v2\/comments?post=852626"}],"version-history":[{"count":0,"href":"https:\/\/www.newsbeep.com\/au\/wp-json\/wp\/v2\/posts\/852626\/revisions"}],"wp:featuredmedia":[{"embeddable":true,"href":"https:\/\/www.newsbeep.com\/au\/wp-json\/wp\/v2\/media\/852627"}],"wp:attachment":[{"href":"https:\/\/www.newsbeep.com\/au\/wp-json\/wp\/v2\/media?parent=852626"}],"wp:term":[{"taxonomy":"category","embeddable":true,"href":"https:\/\/www.newsbeep.com\/au\/wp-json\/wp\/v2\/categories?post=852626"},{"taxonomy":"post_tag","embeddable":true,"href":"https:\/\/www.newsbeep.com\/au\/wp-json\/wp\/v2\/tags?post=852626"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}