James Murdoch
TeslaAbout James Murdoch
Independent director since 2017; age 52; currently serves on Tesla’s Audit, Nominating & Corporate Governance, and Disclosure Controls committees, with term expiring in 2027 . He is CEO of Lupa Systems (since March 2019) and brings decades of global media and technology leadership, with deep experience in international operations and adoption of new technologies . Tesla classifies Audit and Nominating committee members as independent under Nasdaq and applicable laws, confirming Murdoch’s independence status .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Twenty-First Century Fox (21CF) | Chief Executive Officer | 2015–Mar 2019 | Led global media operations; technology adoption experience |
| Twenty-First Century Fox (21CF) | Co-Chief Operating Officer | 2014–2015 | Global operating leadership |
| 21CF | Deputy COO; Chairman & CEO, International | 2011–2014 | Oversaw international strategy |
| 21CF STAR Group | Chairman & CEO | 2000–2003 | Asia/Europe expansion |
| Sky plc | Chief Executive Officer | 2003–2007 | Ran leading pay-TV platform |
External Roles
| Organization | Role | Tenure |
|---|---|---|
| Lupa Systems | Chief Executive Officer | Since Mar 2019 |
| News Corporation | Director | 2013–2020 |
| 21CF; Sky plc; GlaxoSmithKline plc; Sotheby’s | Director (prior service) | Not specified (prior service) |
Board Governance
- Committee memberships: Audit; Nominating & Corporate Governance; Disclosure Controls (member; not chair) .
- Independence: Audit and Nominating committees comprise solely independent directors under Nasdaq and applicable laws .
- Attendance and engagement: Each director attended or participated in ≥75% of Board/committee meetings; all directors attended the 2024 Annual Meeting .
- Board/committee activity: 2024 meetings — Board 29; Audit 9; Compensation 9; Nominating 7; Disclosure Controls 4 (Audit/Nominating oversight includes risk areas like data privacy, cybersecurity, AI, succession, independence) .
- Oversight emphasis: Audit oversees financial integrity, compliance, internal controls, data privacy/security, AI; Disclosure Controls oversees SEC consent agreement compliance and senior executive disclosures .
Fixed Compensation (Non‑Employee Director, 2024)
| Component | Amount (USD) |
|---|---|
| Annual cash retainer | $0 (directors requested elimination of future cash retainer payments) |
| Committee membership fees | $0 (no cash paid in 2024) |
| Committee chair fees | Not applicable (Murdoch not a chair; no cash paid) |
| Meeting fees | $0 |
Tesla’s outside director compensation policy emphasizes equity over cash; directors may waive cash retainers, and all seven outside directors requested elimination of future cash retainer payments .
Performance Compensation (Non‑Employee Director, 2024)
| Component | Grant Detail | Amount (USD) |
|---|---|---|
| Stock options (annual grant) | Board forewent stock option grants (Board Stock Option Grants) | $0 (2024 table shows $0) |
| RSUs / PSUs | Not awarded to directors (director equity historically in options) | $0 |
| Outstanding options (as of 12/31/2024) | Aggregate shares underlying options outstanding | 1,020,000 (Murdoch) |
Performance metric design for directors: Tesla pays directors primarily in at‑risk stock options whose value only accrues if the stock rises; no time‑based RSUs for directors; options have zero initial value and vest over time, reinforcing alignment with shareholders .
Other Directorships & Interlocks
| Category | Detail |
|---|---|
| Current public company boards | Not disclosed for 2025 proxy beyond prior service (GSK, Sotheby’s, Sky, 21CF) |
| Compensation committee interlocks | None existed in 2024 among Tesla directors/Comp Committee and any other company |
| Committee chairs at Tesla | Murdoch is not a chair; chairs are Denholm (Audit, Disclosure Controls), Ehrenpreis (Comp, Nominating) |
Expertise & Qualifications
- International markets and strategy; technology adoption in media and telecom; prior CEO/COO roles across Europe and Asia .
- Audit Committee responsibilities include oversight of financial reporting integrity, compliance, internal controls, data privacy, cybersecurity, and AI risks .
- Nominating & Corporate Governance responsibilities include board composition, succession, independence, and governance principles .
Equity Ownership
| Metric | Value |
|---|---|
| Total beneficial ownership | 794,306 shares (637,031 JRM Revocable Trust; 157,275 Seven Hills Trust) |
| Ownership % of outstanding | <1% (aggregate table marks “*” less than 1%) |
| Options outstanding | 1,020,000 shares underlying options (as of 12/31/2024) |
| Exercisable vs. unexercisable | Not disclosed (beneficial table includes options exercisable within 60 days—none listed for Murdoch) |
| Shares pledged | None disclosed for Murdoch (pledge footnotes shown for Elon and Kimbal only) |
| Stock ownership guidelines | Directors must own ≥5x annual cash retainer; each director is either compliant or within grace period |
| Hedging/short sales | Prohibited for directors and employees under insider trading policy |
Potential Conflicts & Related‑Party Exposure
- Tesla discloses related‑party transactions with entities affiliated to Elon Musk, JB Straubel, Kimbal Musk, and xAI/X/TBC; no related‑party transaction disclosed involving James Murdoch or Lupa Systems in 2024/2025 .
- Audit Committee reviews and approves related‑party transactions under a written RPT Policy; Board acknowledges that any potential xAI investment would be treated as a related‑party transaction and handled under RPT procedures .
Governance Assessment
- Alignment: Director pay for 2024 was $0 cash and $0 equity granted; directors previously forewent Board Stock Option Grants, reinforcing alignment and restraint on director pay inflation .
- Independence and oversight: Murdoch serves on three independent committees, including Audit and Disclosure Controls, which directly oversee financial integrity, SEC settlement compliance, and AI/data security risks—key areas for investor confidence .
- Attendance/engagement: ≥75% meeting attendance and presence at the 2024 Annual Meeting illustrate active engagement; Board/committee cadence is high relative to S&P 500 averages, supporting board effectiveness .
- Conflicts: No Murdoch‑specific related‑party transactions disclosed; pledging not disclosed for Murdoch; hedging prohibited by policy—no immediate red flags tied to his holdings .
- Risk signals: Tesla’s extensive related‑party dealings with Elon‑affiliated entities are overseen by Audit and disclosed; Murdoch’s role on Audit and Disclosure Controls positions him in governance lines mitigating disclosure and RPT risks .
Overall investor implication: Murdoch’s independent committee roles, lack of disclosed conflicts, and ownership alignment (substantial beneficial holdings; no 2024 pay) support board effectiveness and investor confidence. Continued oversight of AI/data security and related‑party governance remains central to maintaining credibility amid Tesla’s evolving strategy .