The boards of SpaceX and Tesla have each created special committees made up of independent directors to examine a possible combination of the two companies. Elon Musk, who serves as chief executive and is the largest individual shareholder of both firms, said the committees were formed at the urging of shareholders.
During SpaceX’s third‑quarter earnings call, Musk explained that because he is a conflicted party he cannot participate in the committees’ discussions. “It’s an odd kabuki dance where two groups of people are talking, and I can’t be in the conversation,” he said when asked about the process. He did not disclose the names of the committee members, only noting that they are independent.
Tesla’s proxy filing dated October 19 lists seven independent directors who meet Nasdaq’s listing standards: board chair Robyn Denholm; Ira Ehrenpreis, who also chairs a committee; former Tesla chief technology officer JB Straubel; Joe Gebbia; Jack Hartung; James Murdoch; and Kathleen Wilson‑Thompson. Neither Musk nor his brother Kimbal qualifies as independent. Denholm, Gebbia, Ehrenpreis, Hartung, Murdoch and Wilson‑Thompson serve on various standing committees that oversee audit, compensation and corporate governance.
SpaceX’s board includes six independent directors: Ira Ehrenpreis, who chairs the company’s compensation and nominating committee, along with Randy Glein, Donald Harrison, Steve Jurvetson, Luke Nosek and Roelof Botha. Also on the SpaceX board are Antonio Gracias, Musk and president and chief operating officer Gwynne Shotwell, none of whom are considered independent. Gracias, who previously sat on Tesla’s board, founded Valor Equity Partners, which holds a 3.4 percent stake in SpaceX and financed the company’s AI‑hardware purchases through lease‑back arrangements.
Musk said he is in favor of a merger but cautioned that it is not a foregone conclusion. “I think some people out there assume that a SpaceX and Tesla Motor is a certainty, and I think that would be overstating it,” he said, adding that shareholders would need to support any deal. He noted that the special committees have not yet reached agreement on any transaction terms.
The recent SpaceX IPO gave Musk more than 50 percent voting power, which could make it easier to win approval from SpaceX shareholders. By contrast, a merger would require a 50 percent vote of all Tesla shareholders, a higher hurdle, Musk observed. He believes there is significant value in combining the two companies, citing potential collaboration on artificial‑intelligence software, robotics, SpaceX’s orbital AI data‑center project Starmind and the joint chip‑manufacturing effort Terafab.