Kathleen Wilson-Thompson
TeslaAbout Kathleen Wilson-Thompson
Independent director of Tesla since 2018; age 68 as of September 17, 2025. Former Executive Vice President and Global Chief Human Resources Officer at Walgreens Boots Alliance and senior HR and legal leader at Kellogg Company, with degrees from the University of Michigan (A.B.) and Wayne State University (J.D., LL.M. in Corporate and Finance Law). Currently serves on Tesla’s Compensation, Nominating & Corporate Governance, and Disclosure Controls Committees; nominated for re-election as a Class III director at the 2025 Annual Meeting .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Walgreens Boots Alliance | EVP & Global Chief Human Resources Officer | Dec 2014 – Jan 2021 | Led global HR for large workforce, relevant to workforce strategy and governance at Tesla . |
| Walgreens (pre-merger) | SVP & Chief Human Resources Officer | Jan 2010 – Dec 2014 | Senior HR leadership . |
| Kellogg Company | Senior roles incl. Global HR; Chief Labor & Employment Counsel | Jan 1991 – Dec 2009 | HR and employment law expertise; large-scale operations exposure . |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| McKesson Corporation | Director | Since Jan 2022 | Current public company directorship . |
| Wolverine World Wide, Inc. | Director | Since May 2021 | Current public company directorship . |
| Health Care Service Corporation | Director | Since Oct 2024 | Current board (private insurer) . |
| Ashland Global Holdings Inc. | Director | 2017 – 2020 | Prior public company board . |
| Vulcan Materials Company | Director (prior) | Not disclosed | Listed among prior boards over last 15 years . |
Board Governance
- Committee assignments (2025): Compensation; Nominating & Corporate Governance; Disclosure Controls; all committees composed of independent directors under Nasdaq rules .
- Special Committee participation:
- Sole member of 2024 Special Committee that recommended redomestication to Texas and ratification of the 2018 CEO Performance Award; both proposals passed with significant shareholder support .
- Member (with Robyn Denholm) of the 2025 Special Committee that proposed the A&R 2019 Equity Incentive Plan and the 2025 CEO Performance Award for CEO retention and incentivization; found to be disinterested under Texas law .
- Attendance and engagement: Board and committees convened 58 meetings in 2024; each director attended ≥75% of Board and committee meetings during their service. Committee meetings in 2024: Audit (9), Compensation (9), Nominating & Corporate Governance (7), Disclosure Controls (4) .
- Independence and interlocks: Compensation Committee independence affirmed; no interlocking relationships with other companies’ boards/comp committees in 2024 .
Fixed Compensation
| Component (2024) | Amount ($) | Notes |
|---|---|---|
| Annual cash retainer | 0 | All seven outside directors requested elimination of future cash retainers unless otherwise notified . |
| Committee fees | 0 | No cash fees reported in 2024 . |
| Meeting fees | 0 | No cash meeting fees disclosed . |
| Equity option awards (2024 grant) | 0 | Board forewent stock option grants; none granted/paid for 2024 . |
| Total | 0 | 2024 director compensation table shows $0 across categories . |
| Options outstanding (aggregate, 12/31/2024) | 565,855 | Unexercised options outstanding at year-end . |
Additional context:
- Detroit Settlement (director compensation litigation): Tesla implemented option cancellations in May 2025; Wilson‑Thompson voluntarily forfeited 36% of 2019 equity awards ($2,610,474 GDFMV). Non-employee director compensation requires separate shareholder approval going forward .
Other Directorships & Interlocks
| External Company | Sector exposure to Tesla | Potential interlock/conflict |
|---|---|---|
| McKesson | Healthcare distribution; no direct Tesla nexus | None disclosed . |
| Wolverine World Wide | Footwear/apparel; no direct Tesla nexus | None disclosed . |
| Health Care Service Corporation | Insurance; no direct Tesla nexus | None disclosed . |
| Ashland Global Holdings | Specialty chemicals; no disclosed Tesla nexus during service | None disclosed . |
| Vulcan Materials Company | Construction materials; no disclosed Tesla nexus during service | None disclosed . |
- Related party/affiliations: No prior ties to Musk/Tesla at appointment; no business dealings or investments with Tesla directors/officers or their affiliates; independent search process via Russell Reynolds .
Expertise & Qualifications
- Deep human capital, employment law, and large-scale operations expertise from Walgreens/Kellogg, aligned with Tesla’s workforce scaling and governance needs .
- Committee work spans compensation, governance, disclosure controls; experience evaluating executive compensation structures and clawback policies (Compensation Committee charter responsibilities) .
- Legal and governance familiarity with SEC consent requirements (Disclosure Controls Committee oversight) .
Equity Ownership
| Metric | Value |
|---|---|
| Shares beneficially owned (9/15/2025) | 126,348 |
| Percentage of shares outstanding | Less than 1% (table “*”); explicitly less than 0.1% stated elsewhere |
| Options exercisable within 60 days (as of 9/15/2025) | 120,948 |
| Aggregate options outstanding (12/31/2024) | 565,855 |
| Pledged shares | Not disclosed for Wilson-Thompson; Tesla’s pledging policy limits directors to 15% loan-to-value on pledged shares, with confirmed compliance across directors/officers as of 12/31/2024 . |
Insider trading and plans:
- Rule 10b5-1 plan adopted August 12, 2024 for potential sale of up to 300,000 shares; expired February 28, 2025. Sales executed pursuant to plans designed to exercise options prior to expiration .
Governance Assessment
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Strengths:
- Independent and active committee member; documented disinterested status in Special Committee processes under Texas law .
- High engagement and committee workload (9 Compensation meetings; 7 Nominating; 4 Disclosure Controls in 2024); attendance ≥75% .
- Human capital and employment law expertise directly relevant to oversight of workforce policies and executive compensation .
- Alignment signal: waived cash retainers; no 2024 director pay; historical emphasis on at-risk options; participation in settlement reforms (option forfeitures) .
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Sensitivities/RED FLAGS:
- Special Committee role crafting CEO compensation and equity plan may pose perceived independence pressure given the magnitude and strategic implications, despite formal disinterested determinations; continued transparency and robust process documentation mitigates but does not eliminate appearance risk .
- Director compensation litigation history (Detroit Settlement) underscores heightened scrutiny; however, voluntary forfeitures and structural changes reduce ongoing risk .
- Pledging risk: while policy and monitoring exist, Tesla allows director pledging up to 15% LTV; no pledging disclosed for Wilson‑Thompson specifically, but the framework warrants periodic verification .
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Overall: Wilson‑Thompson presents effective governance credentials, independence, and HR/legal expertise; her leadership in special committees and willingness to forgo cash compensation support investor alignment, with the primary sensitivity being involvement in CEO pay structuring that necessitates continued process rigor and disclosure for investor confidence .