The boards of SpaceX and Tesla have each formed special committees to review a possible SpaceX Tesla merger. The committees consist of independent directors and were created at the request of shareholders, according to Elon Musk, CEO and largest individual shareholder of both companies.
Why the SpaceX Tesla Merger Is Under Review
Musk confirmed the committees’ formation during SpaceX’s third-quarter earnings call. Because he holds leadership roles and major stakes in both companies, he cannot participate in the discussions.
“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.
He did not name the members of either committee, noting only that they are independent directors. The committees were formed at the request of shareholders.
Who Sits on the Committees
Tesla has seven independent board members under Nasdaq’s listing standards, according to the company’s October 19 proxy filing:
Robyn Denholm, board chair
Ira Ehrenpreis, who is also a committee chair
JB Straubel, former Tesla CTO
Joe Gebbia
Jack Hartung
James Murdoch
Kathleen Wilson-Thompson
Neither Musk nor his brother, Kimbal Musk, is considered independent. Denholm, Gebbia, Ehrenpreis, Hartung, Murdoch, and Wilson-Thompson sit on established committees overseeing audit, compensation, and corporate governance.
SpaceX lists six independent directors:
Ira Ehrenpreis, who also chairs the company’s compensation and nominating committee
Randy Glein
Donald Harrison
Steve Jurvetson
Luke Nosek
Roelef Boutha
Antonio Garcias, Musk, and SpaceX president and chief operating officer Gwynne Shotwell are also on the board but are not considered independent. Garcias, who once sat on Tesla’s board, founded and leads Valor Equity Partners, which holds a 3.4% stake in SpaceX. His firm also financed SpaceX’s AI hardware purchases through leaseback arrangements.
Musk Backs a Deal but Stops Short of Certainty
Musk said he supports the idea of the SpaceX Tesla merger but cautioned that it is not guaranteed. “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.
He added that he believes combining the companies would be a good idea. “At the end of the day, the shareholders have to be supportive of this.”
The special committees have not reached agreement on the terms of any transactions, he said.
Shareholder Votes Pose Different Challenges
The SpaceX IPO strengthened Musk’s grip on the company. He holds more than 50% voting power, which would make it easier to win support for a SpaceX Tesla merger from SpaceX shareholders.
Tesla faces a much bigger hurdle. The company would need a 50% vote from all shareholders, not just those who vote, Musk noted.
The Strategic Case for Combining the Companies
Musk argued that there is real value in bringing the two firms together. “I do think there’s a lot of merit to combining the companies as we are pretty much in the superintelligence singularity,” he said.
He pointed to several areas where cooperation could pay off:
Developing AI software
Robotics
Starmind, SpaceX’s orbital AI data center project
Terafab, the joint chip manufacturing project between Tesla and SpaceX
The review remains at an early stage. No committee members have been publicly named, and no transaction terms have been agreed. Any deal would need approval from two separate shareholder bases — one firmly under Musk’s control and one requiring support from half of all Tesla shareholders.
For now, Musk’s own description may be the clearest summary: two groups of people are talking about a SpaceX Tesla merger, and he is not in the conversation.
