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Elon Musk gets green light from shareholders to get back $44.9B Tesla pay package

The pay package is likely to remain tied up in the Delaware Chancery Court and Supreme Court for months as Tesla tries to overturn the Delaware judge's rejection. Photo via Getty Images

Tesla shareholders voted Thursday to restore CEO Elon Musk's record $44.9 billion pay package that was thrown out by a Delaware judge earlier this year, sending a strong vote of confidence in his leadership of the world's largest electric vehicle maker.

The favorable vote doesn’t necessarily mean that Musk will get the all-stock compensation anytime soon. The package is likely to remain tied up in the Delaware Chancery Court and Supreme Court for months as Tesla tries to overturn the Delaware judge's rejection.

Musk has raised doubts about his future with Tesla this year, writing on X, the social media platform he owns, that he wanted a 25% stake in the company in order to stop him from taking artificial intelligence development elsewhere. The higher stake is needed to control the use of AI, he has said.

Tesla also has struggled with falling sales and profit margins as demand for electric vehicles slows worldwide.

But at the company's annual meeting Thursday in Austin, Texas, Musk reassured shareholders that he will stick around, telling them he can't sell any stock in the compensation package for five years.

“It's not actually cash, and I can't cut and run, nor would I want to,” he said.

The company said late Thursday that shareholders had voted for Musk's compensation plan, which initially was approved by the board and stockholders six years ago.

Tesla last valued the package at $44.9 billion in an April regulatory filing. It was once as much as $56 billion but has declined in value in tandem with Tesla's stock, which has dropped about 25% so far this year.

Chancellor Kathaleen St. Jude McCormick ruled in January in a shareholder’s lawsuit that Musk essentially controlled the Tesla board when it ratified the package in 2018, and that it failed to fully inform shareholders who approved it the same year.

Tesla has said it would appeal, but asked shareholders to reapprove the package at Thursday’s annual meeting.

A separate vote approved moving the company’s legal home to Texas to avoid the courts in Delaware, where Tesla is registered as a corporation.

“Its incredible," a jubilant Musk told the crowd gathered at Tesla's headquarters and large factory in Austin, Texas. “I think we’re not just opening a new chapter for Tesla, we’re starting a new book.”

Musk and Tesla didn’t win everything. Shareholders approved measures that trimmed board member terms from three years to one and cut the required vote on shareholder proposals to a simple majority.

Legal experts say the issue of Musk’s pay will still be decided in Delaware, largely because Musk’s lawyers have assured McCormick they won’t try to move the case to Texas.

But they differ on whether the new ratification of the pay package will make it easier for Tesla to get it approved.

Charles Elson, a retired professor and founder of the corporate governance center at the University of Delaware, said he doesn’t think the vote will influence McCormick, who issued a decision based on the law.

McCormick’s ruling essentially made the 2018 compensation package a gift to Musk, Elson said, and that would need unanimous shareholder approval, an impossible threshold. The vote, he said, is interesting from a public perception standpoint, but “in my view it does not affect the ruling.”

John Lawrence, a Dallas-based lawyer with Baker Botts who defends corporations against shareholder lawsuits, agreed the vote doesn’t end the legal dispute and automatically give Musk the stock options. But he says it gives Tesla a strong argument to get the ruling overturned.

He expects Musk and Tesla to argue that shareholders were fully informed before the latest votes, so McCormick should reverse her decision. But the plaintiff in the lawsuit will argue that the vote has no impact and isn’t legally binding, Lawrence said.

The vote, he said, was done under Delaware law and should be considered by the judge.

“This shareholder vote is a strong signal that you now have an absolutely well-informed body of shareholders,” he said. “The judge in Delaware still could decide that this doesn’t change a thing about her prior ruling and doesn’t require her to make any different ruling going forward. But I think it definitely gives Tesla and Musk strong ammunition to try to get her to revisit this.”

If the ruling stands, then Musk likely will appeal to the Delaware Supreme Court, Lawrence said.

Multiple institutional investors have come out against Musk’s sizeable payout, some citing the company’s recent struggles. But analysts said votes by individual shareholders likely put Musk’s pay over the top.

Early Friday, Tesla disclosed that shareholders voted for Musk's pay package by 1,760,780,650 to 528,908,419, with about 77% of all votes in favor. The company's shares jumped 3% by the time the markets closed Thursday and were up 1.2% in premarket trading early Friday.

After the votes were announced, Musk began telling shareholders about new developments in the company's “Full Self-Driving” system. He has staked the company's future on development of autonomous vehicles, robots and artificial intelligence.

“Full Self-Driving” keeps improving with new versions, and its safety per mile is better than human drivers, Musk said.

"This is actually going to work. This is going to happen. Mark my words, this is just a matter of time,” he said.

Despite its name, “Full Self-Driving” can’t drive itself, and the company says human drivers must be ready to intervene at all times. Tesla’s “Full Self-Driving” hardware went on sale late in 2015, and Musk has used the name ever since as the company gathered data to teach its computers how to drive.

In 2019, Musk promised a fleet of autonomous robotaxis by 2020, and he said in early 2022 that the cars would be autonomous that year. In April of last year, Musk said the system should be ready in 2023.

Since 2021, Tesla has been beta-testing “Full Self-Driving” using volunteer owners. U.S. safety regulators last year made Tesla recall the software after finding that the system misbehaved around intersections and could violate traffic laws.

Musk also said the company is making huge progress on its Optimus humanoid robot. Currently it has two working at its factory in Fremont, California, that take battery cells off a production line and put them in shipping containers, he said.

Despite laying off the team working on Tesla’s Supercharger electric vehicle charging network, Musk said he thinks the company will deploy more chargers this year “that are actually working” than the rest of the industry. In the second half of the year, he expects to spend $500 million on Superchargers, Musk said.

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A View From HETI

James Shee, Naihao Chiang and Tony Geng have received the Department of Energy’s Early Career Award. Photos courtesy Rice and UH

Researchers at Rice University, the University of Houston and other Texas universities have been awarded the Department of Energy’s Early Career Award for their work in quantum science, AI and more.

Each professor who received the honor will be awarded $875,000 over five years to continue their work.

The Houston-area recipients include:

  • James Shee, assistant professor of chemistry at Rice University
  • Tony Geng, assistant professor of electrical and computer engineering at Rice
  • Naihao Chiang, assistant professor in the department of chemistry at the University of Houston

For Shee, the award will support his work to advance a “first principles platform to simulate the quantum dynamics of chemical systems of relevance to sustainable energy consumption and generation,” according to a news release from Rice.

“Support from the Department of Energy will enable my group to pursue the ambitious quantum chemistry development required to simulate the dynamics of transition metal-based molecular computing paradigms and multi-excitonic processes in a purely ab initio manner,” Shee said in the release.

Geng is developing next-generation AI for real-time digital twins for scientific systems. Geng and his team will make microchips that function as trainable electronic dynamical systems computing through natural, continuous evolution rather than digital instructions, according to the university.

Chiang’s work at UH addresses the DOE’s Quantum Information Science priority. Chiang leads a team that develops and applies “plasmonic-enhanced near-field optical techniques” to investigate fundamental light-matter interactions at the quantum limit before applying them to emerging technologies. In addition, the team will use AI to help with data acquisition and will utilize STEM workforce development.

Dr. Joshua Burby, an assistant professor in the Department of Physics at the University of Texas at Austin, and Junyeong Ahn, who is part of the University’s Texas Quantum Institute, also received early career awards for their work in superconducting and fusion technologies. See the full list of recipients from around the country here.

“The energy and creativity of early-career scientists is crucial for propelling scientific discovery forward. The Department of Energy is committed to nurturing this talent through programs like the Early Career Research Program,” Darío Gil, DOE under secretary for science, added in a release. “These awards provide essential resources and opportunities for collaboration, enabling these researchers to explore novel concepts and accelerate the development of solutions for our nation’s energy and scientific landscape.”

The DOE has also doled out funding to Houston researchers and companies in recent months through its Genesis Mission and geothermal initiatives.

Researchers from Rice, UH and Halliburton were named in July among the nearly 300 projects selected under the Trump administration's Genesis Mission, which aims to address some of the largest science and technology challenges in the country

In September, three Houston companies also received more than $45 million in funding from the DOE's Next-Generation Geothermal Field Tests and Geothermal Resource Characterization and Confirmation initiative to advance geothermal technologies and field tests. The projects were among 21 selected from around the country to receive a total of $99 million. Read more here.

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