bullish on EVs

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

Longtime Oxy CEO Vicki Hollub will retire June 1. Richard Jackson, the company's current COO, will replace her in the role. Photos via oxy.com

Houston-based Occidental (Oxy) has officially announced its longtime CEO's retirement and her successor.

Oxy shared last week that Vicki Hollub will retire June 1. Reuters first reported Hollub's plan to retire in March, but a firm date had not been set. Hollub will remain on Oxy's board of directors.

Richard Jackson, who currently serves as Oxy's COO, will replace Hollub in the CEO role.

“It has been a privilege to lead Occidental and work alongside such a talented team for more than 40 years," Hollub shared in a news release. "Following the recently completed decade-long transformation of the company, we now have the best portfolio and the best technical expertise in Occidental’s history. With this strong foundation in place, a clear path forward and a leader like Richard, who has the experience and vision to elevate Occidental, now is the right time for this transition. “I look forward to supporting Richard and the Board through my continued role as a director.”

Hollub has held the top leadership position at Oxy since 2016 and has been with the energy giant for more than 40 years. Before being named CEO, she served as COO and senior executive vice president at the company. She led strategic acquisitions of Anadarko Petroleum in 2019 and CrownRock in 2024, and was the first woman selected to lead a major U.S. oil and gas company.

Hollub also played a key role in leading Oxy's future as a "carbon management company."

Jackson has been with Oxy since 2003. He has held numerous leadership positions, including president of U.S. onshore oil and gas, president of low carbon integrated technologies, general manager of the Permian Delaware Basin and enhanced oil recovery oil and gas, vice president of investor relations, and vice president of drilling Americas.

He was instrumental in launching Oxy Low Carbon Ventures, which focuses DAC, carbon sequestration and low-carbon fuels through businesses like 1PointFive, TerraLithium and others, according to the company. He also serves on the Oil and Gas Climate Initiative’s Climate Investment Board and the American Petroleum Institute’s Upstream Committee. He holds a bachelor's degree in petroleum engineering from Texas A&M University.

Jackson was named COO of Oxy in October 2025. In his new role as CEO, he will also join the board of directors, effective June 1.

“I am grateful to be appointed President and CEO of Occidental and excited about the opportunity to execute from the strong position and capabilities that we built under Vicki’s leadership,” Jackson added in the release. “It means a lot to me personally to be a part of our Occidental team. I am committed to delivering value from our significant and high-quality resource base. We have a tremendous opportunity to focus on organic improvement and execution to deliver meaningful value for our employees, shareholders and partners.”

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