Tesla nominates ex-CTO JB Straubel for board

JB Straubel, former Chief Technical Officer of Tesla Motors, speaks during a tape average for a new Supercharger station outside the Tesla factory August 16, 2013 in Fremont, California.

Justin Sullivan | Getty Images

Tesla has appointed JB Straubel, the CEO and founder of e-waste recycler Redwood Materials, to its eight-member board of directors, according to an SEC filing Thursday. Straubel founded his recycling company in Carson City, Nevada while he was Tesla’s CTO in 2017 and left the automaker to focus on it in 2019.

Straubel is considered a co-founder of Tesla due to his early technical and operational leadership at Tesla. When he joined the company in 2004 – long before Elon Musk took the reins as CEO – Straubel oversaw the construction of Tesla’s first battery factory outside of Reno, among other things.

If he wins shareholder votes, Straubel would replace current Tesla board member Hiromichi Mizuno, who has no plans to stand for re-election at the company’s annual meeting scheduled for May 16.

Mizuno was previously the chief investment officer of Japan’s state pension fund and has been a member of Tesla’s board of directors since April 2020. Mizuno served on Tesla’s Audit Committee.

Alongside 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-register Pricewaterhouse Coopers (PwC) as the company’s auditor and to vote on two separate matters related to executive pay.

In May, only one voting rights proposal submitted by the shareholders can be voted on. Shareholders proposed that Tesla provide investors with a “key person risk” report detailing how the company would deal with the departure of key executives for any reason, from retirement to untimely death or disability.

Of particular concern is Tesla’s trust in CEO Elon Musk. The company has previously and repeatedly stated in financial filings that it “depends heavily on the services” of Musk.

Since last fall, many Tesla investors have criticized Musk for his decision to sell his billion-dollar Tesla holdings to spearhead a $44 billion buyout of Twitter. Musk appointed and remains CEO of the social media platform and has authorized senior Tesla employees to work with him there as well.

A Tesla director, James Murdoch, testified in court that Musk had confidential discussions with him about a possible successor at the helm of the electric vehicle business. But some investors are still looking for answers to the key man risk.

The voting rights proposal notes, “According to a 2018 Morgan Stanley report, 59 CEOs of the S&P 500 left their companies in 2017, and those companies then underperformed the market by 11% over the following 12 months.”

Tesla board of directors urges shareholders to vote against key individual’s risk report They wrote against the proposal, arguing that the disclosures required of shareholders — such as identifying the executives most critical to Tesla’s long-term success and who might replace them — would invite competitors to “target and recruit quality Tesla executives.”