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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3 energy transition cos. in the running for Houston Startup of the Year

People's Choice

We're just two weeks away from the 2025 Houston Innovation Awards, presented by InnovationMap.com, and while an expert panel of judges will determine the winners in most categories, one award is up to the public.

Voting is now open for 2025 Houston Startup of the Year, the people's choice award. Six exceptional finalists are in the running for the title, including three from the energy transition sector.

From next-gen biobased materials to technology that creates chemicals without carbon emissions, these companies are shaping the future.

Read about all of the Startup of the Year finalists and their missions below, then cast your vote. You can vote once per day through November 12.

The winner, along with winners in all other categories, will be revealed live on November 13 at Greentown Labs. Tickets to the 2025 Houston Innovation Awards are available now — get yours today.

2025 Houston Startup of the Year finalists:

Eclipse Energy

Eclipse Energy, previously known as Gold H2, is a climatetech startup converting end-of-life oil fields into low-cost, sustainable hydrogen sources. The company completed its first field trial this summer, which demonstrated subsurface bio-stimulated hydrogen production. Eclipse Energy says Its technology could yield up to 250 billion kilograms of low-carbon hydrogen.

Rheom Materials

Rheom Materials is a next-generation startup developing biobased materials for a more sustainable future. Its two flagship offerings are Shorai, a sustainable leather alternative that is usable for apparel, accessories, car interiors, and more, and Benree, an alternative to plastic without the carbon footprint.

Solidec

Solidec is a chemical manufacturing company developing autonomous generators that extract molecules from water and air and convert them into pure chemicals and fuels that are free of carbon emissions. The technology eliminates the need for transport, storage, and permitting.

FlowCare

FlowCare is developing a period health platform that integrates smart dispensers, education, and healthcare into one system to make free, high-quality, organic period products more accessible. FlowCare is live at prominent Houston venues, including Discovery Green, Texas Medical Center, The Ion, and, most recently, Space Center Houston, helping make Houston a “period positivity” city.

MyoStep

MyoStep is a next-generation, lightweight, soft exoskeleton developed at University of Houston for children with cerebral palsy. The soft skeleton aims to address motor impairments that impact their ability to participate in physical activities, self-care, and academics, via an affordable, child-friendly solution that empowers mobility and independence.

Persona AI

Persona AI is a humanoid robotics startup that is creating rugged, autonomous robots for skilled, heavy industry work for various "4D" (dull, dirty, dangerous, and declining) jobs. In May, the company announced a memorandum of understanding with HD Korea Shipbuilding & Offshore Engineering, HD Hyundai Robotic, and Vazil Company to create and deploy humanoid robots for complex welding tasks in shipyards. The project will deliver prototype humanoids by the end of 2026.

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The Houston Innovation Awards program is sponsored by Houston Community College, Houston Powder Coaters, FLIGHT by Yuengling, and more to be announced soon. For sponsorship opportunities, please contact sales@innovationmap.com.

What to expect from the 2025 Greentown Labs' Climatetech Summit Houston

where to be

Greentown Labs' Climatetech Summit Houston will take place next Tuesday, Nov. 4, bringing together philanthropists, executives and innovators in the energy transition space.

John Arnold, co-founder and co-chair of Arnold Ventures, will participate in the keynote fireside chat with Greentown CEO Georgina Campbell Flatter. The conversation will explore "top priorities and opportunities in energy innovation today—with a special focus on how these dynamics are playing out in Houston," according to Greentown.

Other highlights will include:

  • Welcome remarks from Houston Mayor John Whitmire
  • A course led by TEX-E Executive Director Sandy Guitar
  • A philanthropy panel featuring Greentown Labs new Head of Philanthropy Stacey Harris
  • The Energy Jobs of the Future, featuring Sameer Bandhu, GE Vernova’s managing director, ventures and licensing
  • An Energy-transition Roadmap, featuring Monica Krishnan, Hermann Lebit and Bobby Tudor and moderated by Varun Rai
  • What is Climatetech? featuring Kyle Judah, Emerson Denka Wangdi, Laureen Meroueh and Head of Greentown Houston Lawson Gow

Ten Greentown Labs startups will also present their pitches at the event. Expect to hear from:

  • MCatalysis Inc. CEO, President, and Founder Michael D. Irwin. Dallas-based MCatalysis develops novel, high-efficiency industrial microwave processes and catalysts to produce low-cost, clean synthetic fuels and chemicals from waste carbon resources.
  • Pike Robotics CEO and co-founder Connor Crawford. Austin-based Pike Robotics provides next-gen robotic solutions for in-service inspection of floating roof storage tanks.
  • Helix Earth CEO and co-founder Rawand Rasheed. Houston-based Helix Earth retrofits commercial HVAC systems to improve energy efficiency.
  • 10DQ CEO Steven Reece. Greentown Boston member 10DQ has developed its Redox Loop Battery, which uses novel, water-based electrolytes to store energy in dense, low-cost, earth-abundant battery materials.
  • Janta Power CEO Mohammed Njie. Dallas-based Janta Power is developing 3D solar towers.
  • Neuralix business operations and product developer Annorah Lewis. Houston-based Neuralix offers a suite of rapid, customizable templates for the data lifecycle for the energy and manufacturing sectors.
  • Ententia co-founder Nishant Shah. Houston-based Etenitia develops enterprise AI platforms and systems that use domain expertise, rich multi-modal industrial datasets, and generative AI technology to power more effective and efficient business workflows.
  • Locoal CEO Miles Murray. Boerne, Texas-based Locoal is a waste-to-energy company that has developed a proprietary mobile containerized fluidized gasifier that diverts waste, converts it to clean energy and captures carbon in value-added co-products.
  • SpiralWave co-founder Adam Amad. San Francisco-based SpiralWave has developed novel electrochemical carbon capture technology that lowers costs.
  • Biatech founder and CEO Nathan Hartwig. Tampa-based Biatech has built an application-layer AI platform to help energy, mining and infrastructure operators optimize asset performance, reduce risk and improve decision-making.

In addition to the startup pitches, attendees will also be able to meet founders and Greentown members during the afternoon startup showcase. A networking reception at Axelrad Houston follows. A separate ticket offers admission to the showcase and networking event only.

See the full agenda here.

California company launches Tesla Megapack battery project in Houston area

power on

Oakland, California-based Nightpeak Energy announced earlier this month that its 150-megawatt battery storage project in Brazoria County, known as Bocanova Power, is now operating to address Houston’s peak capacity needs.

“This battery storage project will enhance grid reliability in the Alvin area while continuing to support integrating renewable energy,” Cary Perrin, president and CEO of the Northern Brazoria County Chamber of Commerce, said in a news release. “I believe we need energy storage now more than ever for its pivotal role in reducing strain on the grid while meeting fast-growing power demand in Texas and Brazoria County."

The project reached commercial operation in August, according to the release. The project utilizes Tesla's Megapack 2 XL battery storage system, and the facility operates under a long-term power purchase agreement with an undisclosed “investment-grade power purchaser.”

“Bocanova Power demonstrates the speed at which Nightpeak Energy is overcoming complex challenges to energize projects that support America's growing need for affordable, reliable, and secure energy,” Paris Hays, co-founder and CEO/CDO of Nightpeak Energy, added in the news release. “Unprecedented AI data center and manufacturing growth has only accelerated the need for these resources.”

Hays added in the release that the company has plans for more energy infrastructure projects in Texas and in the Western U.S.

Nightpeak Energy develops, owns and operates power plants that support the growing capacity needs of a decarbonized grid. It also owns and operates 240 MW of battery storage and natural gas generation facilities.

The company was founded in 2022 and backed by equity funding of up to $200 million from Dallas-based investment firm Energy Spectrum Capital.