JB Straubel, former technical director of Tesla Motors, speaks during a ribbon cutting for a new supercharger station outside the Tesla factory August 16, 2013 in Fremont, California.
Justin Sullivan | Getty Images
You’re here named JB Straubel, CEO and founder of e-waste recycler Redwood Materials, to its eight-member board of directors, according to a Filing with the SEC THURSDAY. Straubel founded his recycling business in Carson City, Nevada, while still CTO of Tesla in 2017, and left the automaker to focus on it in 2019.
Straubel is considered a co-founder of Tesla due to his technical and operational leadership at Tesla from the beginning. Joining the company in 2004 – long before Elon Musk took over as CEO – Straubel oversaw the construction of Tesla’s first battery factory outside of Reno, among other places.
If he wins shareholder votes, Straubel would replace current Tesla board member Hiromichi Mizuno, who does not plan to stand again at the company’s annual meeting of shareholders, scheduled for May 16.
Mizuno was previously Chief Investment Officer of the Japanese Government Pension Investment Fund and has been a member of Tesla’s Board of Directors since April 2020. Mizuno is a member of Tesla’s Audit Committee.
Besides Straubel, Tesla is nominating CEO Elon Musk and chairwoman Robyn Denholm for re-election to the board.
According to its annual report, Tesla is also asking investors to re-approve Pricewaterhouse Coopers (PwC) as the company’s auditor and to vote on two different issues related to executive compensation.
Only one proxy proposal submitted by a shareholder will be eligible for a vote in May. Shareholders proposed that Tesla provide investors with a “key person risk” report, outlining how the company would handle the departure of key executives for any reason, from retirement to premature death or disability.
Of particular concern is Tesla’s reliance on CEO Elon Musk. The company has already stated in financial documents several times that it was “heavily dependent on the services” of Musk.
Since last fall, many Tesla investors have criticized Musk for his decision to sell billions of dollars of his Tesla holdings to lead a $44 billion Twitter takeover. Musk named himself and remains CEO of the social media platform, and also allowed high-ranking Tesla employees to work with him there.
A Tesla executive, James Murdoch, testified in court that Musk confidentially discussed with him a potential successor to lead the electric vehicle business. But some investors are still looking for answers about key man risk.
The proxy proposal notes: “According to a 2018 Morgan Stanley report, in 2017, 59 S&P 500 CEOs left their companies, and those companies then underperformed the market by 11% over the following 12 months.”
Tesla board asks shareholders to vote against key person risk report They wrote against the proposal, arguing that shareholder-requested disclosures — such as identifying the executives most critical to Tesla’s long-term success and who could replace them — would invite competitors to “target and recruit executives from great value away from Tesla”.