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SpaceX and Tesla boards form special committees to review merger

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SpaceX and Tesla boards form special committees to review merger

The boards of SpaceX and Tesla have each formed special committees to review a possible merger. The special committees, which consist of independent directors, were created at the request of shareholders, according to Elon Musk, CEO and the largest individual shareholder of both companies.

“Because I’m a conflicted party, I can’t actually be in the discussions of the special committees, so it’s this sort of a … it’s an odd kabuki dance where two groups of people are talking, and I can’t be in the conversation,” Musk said in response to a question during SpaceX’s third-quarter earnings call.

Musk didn’t name the members of these special committees, only noting that they were independent directors. Tesla has seven independent board members under Nasdaq’s listing standards, including board chair Robyn Denholm, Ira Ehrenpreis, who is also a committee chair, former Tesla CTO JB Straubel, Joe Gebbia, Jack Hartung, James Murdoch, and Kathleen Wilson-Thompson, according to the company’s October 19 proxy filing.

Neither Musk, nor his brother Kimbal Musk, are independent. Denholm, Gebbia, Ehrenpreis, Hartung, Murdoch, and Wilson-Thompson sit on a variety of established committees overseeing audit, compensation, and corporate governance.

SpaceX lists six independent directors, including Ehrenpreis, who is also the chair of the company’s compensation and nominating committee. Randy Glein, Donald Harrison, Steve Jurvetson, Luke Nosek, and Roelef Boutha are also considered independent directors.

Antonio Garcias, Musk, and SpaceX president and chief operating officer Gwynne Shotwell are also on the board, but not considered independent. 4% stake in SpaceX.



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