Robyn Denholm, who has led the electric car company’s board for more than five years, has been criticized for not serving as a check on Mr. Musk.
The company’s board of directors will now decide whether to appeal the decision, change where Tesla is incorporated or negotiate a new pay package.
Shareholders had sued, arguing that Mr. Musk’s compensation — which helped make him the world’s richest person — was excessive.
Trevor Milton, who founded the truck company Nikola, will be sentenced on Monday in a fraud case that exposed the excesses in the electric vehicle business.
The decision by a California jury is the first involving a fatal accident that lawyers representing the victims said was the fault of Tesla’s self-driving technology.
A former Tesla factory worker, who is Black, challenged a judge’s earlier award of $15 million, but came away with less in a new trial.
The case centers on whether investors lost money because they believed Mr. Musk’s social media posts about taking Tesla private in 2018.
Trevor Milton was accused of boasting about nonexistent technology to inflate the stock price of Nikola, a maker of electric trucks.