hard no

Judge once again rejects Texas-based Tesla's multi-billion-dollar pay package for Elon Musk — now what?

Lawyers for a Tesla shareholder who sued to block the pay package contended that shareholders who had voted for the 10-year plan in 2018 had been given misleading and incomplete information. Photo via cdn.britannica.com

For a second time, a Delaware judge has nullified a pay package that Tesla had awarded its CEO, Elon Musk, that once was valued at $56 billion.

Last week, Chancellor Kathaleen St. Jude McCormick turned aside a request from Musk's lawyers to reverse a ruling she announced in January that had thrown out the compensation plan. The judge ruled then that Musk effectively controlled Tesla's board and had engineered the outsize pay package during sham negotiations.

Lawyers for a Tesla shareholder who sued to block the pay package contended that shareholders who had voted for the 10-year plan in 2018 had been given misleading and incomplete information.

In their defense, Tesla's board members asserted that the shareholders who ratified the pay plan a second time in June had done so after receiving full disclosures, thereby curing all the problems the judge had cited in her January ruling. As a result, they argued, Musk deserved the pay package for having raised Tesla's market value by billions of dollars.

McCormick rejected that argument. In her 103-page opinion, she ruled that under Delaware law, Tesla's lawyers had no grounds to reverse her January ruling “based on evidence they created after trial.”

What will Musk and Tesla do now?

On Monday night, Tesla posted on X, the social media platform owned by Musk, that the company will appeal. The appeal would be filed with the Delaware Supreme Court, the only state appellate court Tesla can pursue. Experts say a ruling would likely come in less than a year.

“The ruling, if not overturned, means that judges and plaintiffs' lawyers run Delaware companies rather than their rightful owners — the shareholders,” Tesla argued.

Later, on X, Musk unleashed a blistering attack on the judge, asserting that McCormick is “a radical far left activist cosplaying as a judge.”

What do experts say about the case?

Legal authorities generally suggest that McCormick’s ruling was sound and followed the law. Charles Elson, founding director of the Weinberg Center for Corporate Governance at the University of Delaware, said that in his view, McCormick was right to rule that after Tesla lost its case in the original trial, it created improper new evidence by asking shareholders to ratify the pay package a second time.

Had she allowed such a claim, he said, it would cause a major shift in Delaware’s laws against conflicts of interest given the unusually close relationship between Musk and Tesla’s board.

“Delaware protects investors — that’s what she did,” said Elson, who has followed the court for more than three decades. “Just because you’re a ‘superstar CEO’ doesn’t put you in a separate category.”

Elson said he thinks investors would be reluctant to put money into Delaware companies if there were exceptions to the law for “special people.”

What will the Delaware Supreme Court do?

Elson said that in his opinion, the court is likely to uphold McCormick's ruling.

Can Tesla appeal to federal courts?

Experts say no. Rulings on state laws are normally left to state courts. Brian Dunn, program director for the Institute of Compensation Studies at Cornell University, said it's been his experience that Tesla has no choice but to stay in the Delaware courts for this compensation package.

Tesla has moved its legal headquarters to Texas. Does that matter?

The company could try to reconstitute the pay package and seek approval in Texas, where it may expect more friendlier judges. But Dunn, who has spent 40 years as an executive compensation consultant, said it's likely that some other shareholder would challenge the award in Texas because it's excessive compared with other CEOs' pay plans.

“If they just want to turn around and deliver him $56 billion, I can't believe somebody wouldn't want to litigate it,” Dunn said. “It's an unconscionable amount of money.”

Would a new pay package be even larger?

Almost certainly. Tesla stock is trading at 15 times the exercise price of stock options in the current package in Delaware, Morgan Stanley analyst Adam Jonas wrote in a note to investors. Tesla's share price has doubled in the past six months, Jonas wrote. At Monday’s closing stock price, the Musk package is now worth $101.4 billion, according to Equilar, an executive data firm.

And Musk has asked for a subsequent pay package that would give him 25 percent of Tesla's voting shares. Musk has said he is uncomfortable moving further into artificial intelligence with the company if he doesn't have 25 percent control. He currently holds about 13 percent of Tesla's outstanding shares.

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A View From HETI

No critical minerals, no modern economy. Getty images

If you’re reading this on a phone, driving an EV, flying in a plane, or relying on the power grid to keep your lights on, you’re benefiting from critical minerals. These are the building blocks of modern life. Things like copper, lithium, nickel, rare earth elements, and titanium, they’re found in everything from smartphones to solar panels to F-35 fighter jets.

In short: no critical minerals, no modern economy.

These minerals aren’t just useful, they’re essential. And in the U.S., we don’t produce enough of them. Worse, we’re heavily dependent on countries that don’t always have our best interests at heart. That’s a serious vulnerability, and we’ve done far too little to fix it.

Where We Use Them and Why We’re Behind

Let’s start with where these minerals show up in daily American life:

  • Electric vehicles need lithium, cobalt, and nickel for batteries.
  • Wind turbines and solar panels rely on rare earths and specialty metals.
  • Defense systems require titanium, beryllium, and rare earths.
  • Basic infrastructure like power lines and buildings depend on copper and aluminum.

You’d think that something so central to the economy, and to national security, would be treated as a top priority. But we’ve let production and processing capabilities fall behind at home, and now we’re playing catch-up.

The Reality Check: We’re Not in Control

Right now, the U.S. is deeply reliant on foreign sources for critical minerals, especially China. And it’s not just about mining. China dominates processing and refining too, which means they control critical links in the supply chain.

Gabriel Collins and Michelle Michot Foss from the Baker Institute lay all this out in a recent report that every policymaker should read. Their argument is blunt: if we don’t get a handle on this, we’re in trouble, both economically and militarily.

China has already imposed export controls on key rare earth elements like dysprosium and terbium which are critical for magnets, batteries, and defense technologies, in direct response to new U.S. tariffs. This kind of tit-for-tat escalation exposes just how much leverage we’ve handed over. If this continues, American manufacturers could face serious material shortages, higher costs, and stalled projects.

We’ve seen this movie before, in the pandemic, when supply chains broke and countries scrambled for basics like PPE and semiconductors. We should’ve learned our lesson.

We Do Have a Stockpile, But We Need a Strategy

Unlike during the Cold War, the U.S. no longer maintains comprehensive strategic reserves across the board, but we do have stockpiles managed by the Defense Logistics Agency. The real issue isn’t absence, it’s strategy: what to stockpile, how much, and under what assumptions.

Collins and Michot Foss argue for a more robust and better-targeted approach. That could mean aiming for 12 to 18 months worth of demand for both civilian and defense applications. Achieving that will require:

  • Smarter government purchasing and long-term contracts
  • Strategic deals with allies (e.g., swapping titanium for artillery shells with Ukraine)
  • Financing mechanisms to help companies hold critical inventory for emergency use

It’s not cheap, but it’s cheaper than scrambling mid-crisis when supplies are suddenly cut off.

The Case for Advanced Materials: Substitutes That Work Today

One powerful but often overlooked solution is advanced materials, which can reduce our dependence on vulnerable mineral supply chains altogether.

Take carbon nanotube (CNT) fibers, a cutting-edge material invented at Rice University. CNTs are lighter, stronger, and more conductive than copper. And unlike some future tech, this isn’t hypothetical: we could substitute CNTs for copper wire harnesses in electrical systems today.

As Michot Foss explained on the Energy Forum podcast:

“You can substitute copper and steel and aluminum with carbon nanotube fibers and help offset some of those trade-offs and get performance enhancements as well… If you take carbon nanotube fibers and you put those into a wire harness… you're going to be reducing the weight of that wire harness versus a metal wire harness like we already use. And you're going to be getting the same benefit in terms of electrical conductivity, but more strength to allow the vehicle, the application, the aircraft, to perform better.”

By accelerating R&D and deployment of CNTs and similar substitutes, we can reduce pressure on strained mineral supply chains, lower emissions, and open the door to more secure and sustainable manufacturing.

We Have Tools. We Need to Use Them.

The report offers a long list of solutions. Some are familiar, like tax incentives, public-private partnerships, and fast-tracked permits. Others draw on historical precedent, like “preclusive purchasing,” a WWII tactic where the U.S. bought up materials just so enemies couldn’t.

We also need to get creative:

  • Repurpose existing industrial sites into mineral hubs
  • Speed up R&D for substitutes and recycling
  • Buy out risky foreign-owned assets in friendlier countries

Permitting remains one of the biggest hurdles. In the U.S., it can take 7 to 10 years to approve a new critical minerals project, a timeline that doesn’t match the urgency of our strategic needs. As Collins said on the Energy Forum podcast:

“Time kills deals... That’s why it’s more attractive generally to do these projects elsewhere.”

That’s the reality we’re up against. Long approval windows discourage investment and drive developers to friendlier jurisdictions abroad. One encouraging step is the use of the Defense Production Act to fast-track permitting under national security grounds. That kind of shift, treating permitting as a strategic imperative, must become the norm, not the exception.

It’s Time to Redefine Sustainability

Sustainability has traditionally focused on cutting carbon emissions. That’s still crucial, but we need a broader definition. Today, energy and materials security are just as important.

Countries are now weighing cost and reliability alongside emissions goals. We're also seeing renewed attention to recycling, biodiversity, and supply chain resilience.

Net-zero by 2050 is still a target. But reality is forcing a more nuanced discussion:

  • What level of warming is politically and economically sustainable?
  • What tradeoffs are we willing to make to ensure energy access and affordability?

The bottom line: we can’t build a clean energy future without secure access to materials. Recycling helps, but it’s not enough. We'll need new mines, new tech, and a more flexible definition of sustainability.

My Take: We’re Running Out of Time

This isn’t just a policy debate. It’s a test of whether we’ve learned anything from the past few years of disruption. We’re not facing an open war, but the risks are real and growing.

We need to treat critical minerals like what they are: a strategic necessity. That means rebuilding stockpiles, reshoring processing, tightening alliances, and accelerating permitting across the board.

It won’t be easy. But if we wait until a real crisis hits, it’ll be too late.

———

Scott Nyquist is a senior advisor at McKinsey & Company and vice chairman, Houston Energy Transition Initiative of the Greater Houston Partnership. The views expressed herein are Nyquist's own and not those of McKinsey & Company or of the Greater Houston Partnership. This article originally appeared on LinkedIn on April 11, 2025.


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