May 17 (Reuters) - Tesla's chair of the board

said the company needs to climb "Mount Everest" as it faces

shareholder votes on relocating to Texas and CEO Elon Musk's $56

billion pay deal, the Financial Times reported on Friday.

Robyn Denholm, who has held Tesla's chairperson position

since 2018, also dismissed criticism that she is too close to

Musk, according to the report.

Last month, Denholm asked shareholders to reaffirm their

approval of Musk's record-breaking $56 billion compensation that

was rejected by a Delaware judge in January.

The board is in early days of the campaign and will meet

with shareholders all the way through to the day of the vote,

Denholm told the Financial Times.

The largest pay package in corporate America has no salary

or cash bonus and sets rewards based on Tesla's market value

rising to as much as $650 billion over the next 10 years from

2018.

"Every shareholder that I've ever talked to says that (the

compensation plan) worked, Denholm said, adding that they

appreciate that it drove a lot of shareholder value, according

to the report.

Tesla's board has repeatedly come under fire for its close

ties with the billionaire.

After the original pay package was voided by Judge Kathaleen

McCormick of Delaware's Court of Chancery, Musk sought to move

Tesla's state of incorporation to Texas from Delaware.