Tesla attorneys ask judge to vacate decision invalidating massive pay package for Elon Musk

a request

Defense attorneys say the vote makes clear that Tesla shareholders, with full knowledge of the flaws in the 2018 process that McCormick pointed out in her January ruling, are adamant that Musk is entitled to the pay package. Photo via cdn.britannica.com

Attorneys for Elon Musk and Tesla’s corporate directors are asking a Delaware judge to vacate her ruling requiring the company to rescind a massive and unprecedented pay package for Musk.

Friday's hearing follows a January ruling in which Chancellor Kathaleen St. Jude McCormick concluded that Musk engineered the landmark 2018 pay package in sham negotiations with directors who were not independent. The compensation package initially carried a potential maximum value of about $56 billion, but that sum has fluctuated over the years based on Tesla's stock price.

Following the court ruling, Tesla shareholders met in June and ratified Musk’s 2018 pay package for a second time, again by an overwhelming margin.

“Honoring the shoulder vote would affirm the strength of our corporate system,” David Ross, an attorney for Musk and the other individual defendants, told McCormick. “This was stockholder democracy working.”

Ross told the judge that the defendants were not challenging the factual findings or legal conclusions in her ruling, but simply asking that she vacate her order directing Tesla to rescind the pay package.

McCormick, however, seemed skeptical of the defense arguments, peppering attorneys with questions and noting that there is no precedent in Delaware law for allowing a post-trial shareholder vote to ratify adjudicated breaches of fiduciary duty by corporate directors.

“This has never been done before,” she said.

Defense attorneys argued that, while they could find no case that is exactly comparable, Delaware law has long recognized shareholder ratification as a cure to corporate governance errors, and has long acknowledged the “sovereignty” of shareholders as the ultimate owners of a corporation.

“I candidly don’t see how Delaware law can tell the owners of the company that they’re not entitled to make the decision they made,” said Rudolf Koch, an attorney for Tesla.

Donald Verrilli, a lawyer for an induvial stockholder who owns more than 19,000 Tesla shares, suggested that it would be wrong for the lone shareholder who filed the lawsuit to thwart the will of the majority of Tesla shareholders. At the time the lawsuit was filed, the plaintiff owned just nine shares of Tesla stock.

“The voice of the majority of shareholders should matter…. This lawsuit is not representing the interest of the shareholders," Verrilli said.

Thomas Grady, an attorney for a group of Florida objectors who own or manage almost 8 million Tesla shares with some $2 billion, argued that for McCormick to rule for the plaintiff, she has to “disenfranchise” all other Tesla shareholders.

Greg Varallo, an attorney for the plaintiff, urged McCormick not to give any credence to the June shareholder vote, saying it has no legal precedent in Delaware or anywhere else. There also is no reason for the court to reopen the trial record and admit new evidence, he said.

Under Delaware law, stockholders have no authority to overrule courts by trying to use a post-trial ratification vote as a “giant eraser,” Varallo argued.

“Ratification is not magic, and it never has been,” Varallo added. “This should end here and now.”

McCormick gave no indication on when she would rule. She also has yet to rule on a huge and unprecedented fee request by plaintiff attorneys, who contend that they are entitled to legal fees in the form of Tesla stock valued at more than $7 billion.

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Shareholders of the electric vehicle and solar panel company are voting on the package, with the results to be tabulated at Tesla's June 13 annual meeting. Photo via cdn.britannica.com

Elon Musk sees more resistance against his multibillion dollar pay package

just say no

A second shareholder advisory firm has come out against reinstating a pay package for Tesla CEO Elon Musk that was voided earlier this year by a Delaware judge.

ISS late Thursday joined Glass Lewis in recommending against the package, recently valued by the company at $44.9 billion but in January had a value of about $56 billion.

Shareholders of the electric vehicle and solar panel company are voting on the package, with the results to be tabulated at Tesla's June 13 annual meeting.

ISS said in its recommendations on Tesla's proxy voting items that Musk's stock-based package was outsized when it was approved by shareholders in 2018, and it failed to accomplish board objectives voiced at that time.

The firm said that Tesla met the pay package’s performance objectives, and it recognized the company's substantial growth in size and profitability. But concerns about Musk spending too much time on other ventures that were raised in 2018 and since then have not been sufficiently addressed, ISS said.

“The grant, in many ways, failed to achieve the board’s other original objectives of focusing CEO Musk on the interests of Tesla shareholders, as opposed to other business endeavors, and aligning his financial interests more closely with those of Tesla stockholders,” ISS wrote.

Also, future concerns remain unaddressed, including a lack of clarity on Musk's future compensation and the potential for his pay to significantly dilute shareholder value, ISS wrote.

Musk plays big roles in his other ventures including SpaceX, Neuralink and the Boring Company. Last year he bought social media platform X and formed an artificial intelligence unit called xAI.

Last week the other prominent proxy advisory firm, Glass Lewis, also recommended against reinstating Musk's 2018 compensation package. The firm said the package would dilute shareholders' value by about 8.7%. The rationale for the package “does not in our view adequately consider dilution and its long-lasting effects on disinterested shareholders,” Glass Lewis wrote.

But in a proxy filing, Tesla said that Glass Lewis failed to consider that the 2018 award incentivized Musk to create over $735 billion in value for shareholders in the six years since it was approved.

“Tesla is one of the most successful enterprises of our time,” the filing said. “We have revolutionized the automotive market and become the first vertically integrated sustainable energy company."

Tesla is struggling with falling global sales, slowing electric vehicle demand, an aging model lineup and a stock price that has tumbled about 30% this year.

Tesla asked shareholders to restore Musk's pay package after it was rejected by a Delaware judge this year. At the time, it also asked to shift the company’s legal corporate home to Texas.

Glass Lewis recommended against moving the legal corporate home to Texas, but ISS said it favored the move.

California’s public employee retirement system, which holds a stake in Tesla, said it has not made a final decision on how it will vote on Musk’s pay. But CEO Marcie Frost told CNBC that as of Wednesday, the system would not vote in favor. CalPERS, which opposed the package in 2018, said it will discuss the matter with Tesla “in the coming days.”

In January, Delaware Chancellor Kathaleen St. Jude McCormick ruled that Musk is not entitled to the landmark stock compensation that was to be granted over 10 years.

Ruling on a lawsuit from a shareholder, she voided the pay package, saying that Musk essentially controlled the board, making the process of enacting the compensation unfair to stakeholders. “Musk had extensive ties with the persons tasked with negotiating on Tesla’s behalf,” she wrote in her ruling.

In a letter to shareholders released in a regulatory filing last month, Tesla Chairwoman Robyn Denholm said that Musk has delivered on the growth it was looking for at the automaker, with Tesla meeting all of the stock value and operational targets in the 2018 package. Shares at the time were up 571% since the pay package began.

“Because the Delaware Court second-guessed your decision, Elon has not been paid for any of his work for Tesla for the past six years that has helped to generate significant growth and stockholder value,” Denholm wrote. “That strikes us — and the many stockholders from whom we already have heard — as fundamentally unfair, and inconsistent with the will of the stockholders who voted for it.”

Tesla posted record deliveries of more than 1.8 million electric vehicles worldwide in 2023, but the value of its shares has eroded quickly this year as EV sales soften.

The company said it delivered 386,810 vehicles from January through March, nearly 9% fewer than it sold in the same period last year. Future growth is in doubt and it may be a challenge to get shareholders to back a fat pay package in an environment where competition has increased worldwide.

Starting last year, Tesla has cut prices as much as $20,000 on some models. The price cuts caused used electric vehicle values to drop and clipped Tesla’s profit margins.

In April, Tesla said that it was letting about 10% of its workers go, about 14,000 people.

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Fervo produces first geothermal power at flagship Utah project

energy milestone

Fervo Energy’s flagship project in Utah just generated its first geothermal power.

The electricity is now flowing to the power grid from one of Cape Station’s three generation units, Houston-based Fervo said in a news release. This represents an early but important milestone for the project, as the unit isn’t scheduled to deliver contracted power until Oct. 1.

The achievement, coming four months after Fervo’s roughly $2.2 billion IPO, demonstrates the viability of enhanced geothermal systems (EGS).

“This is a gamechanger for the geothermal industry. It establishes EGS as the defining new power generation technology of our time, and we believe it shows that the commercial and technical maturity of EGS is ready to meet the urgent need for reliable, clean power,” Tim Latimer, co-founder and CEO of Fervo, said in the release.

The plant’s two other units are scheduled to launch commercial operations on Jan. 1.

The three units make up the project’s 99-megawatt first phase. The next phase, which will add 400 megawatts of capacity, is under construction. The second phase is set to go online in 2028.

Altogether, Cape Station will provide more than 4 gigawatts of capacity, with 900 megawatts already spoken for. The 900 megawatts of contracted electricity would be enough to power nearly 1 million U.S. homes per year.

“Cape Station works because we treated the subsurface like an engineering challenge,” Jack Norbeck, co-founder and chief technology officer of Fervo, added in the release. “Years of drilling, completion design, subsurface modeling, and flow testing led to this moment, and this is the validation that matters most.”

Enhanced geothermal continuously draws on heat that’s deep underground, producing electricity around the clock regardless of weather or time of day. That makes it one of the only carbon-free resources capable of constant power delivery, which is critical for data centers and AI infrastructure.

Expert: Houston Energy and Climate Week showcases a city building the future

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While hundreds of thousands descend on New York for Climate Week, Houston offered a different proposition: come where the work is being built. And last week Houston proved that it’s solving for more energy and fewer emissions; reliability and affordability; speed and durability. We are solving for the “&.”

That equation sharpened last week. On Sept. 14, the Environmental Protection Agency announced it had repealed most 2024 federal carbon-pollution standards for power plants and proposed rescinding remaining greenhouse-gas requirements. Policy matters, but it can pivot. The need to build does not.

HECW is a proving ground, not another conference stop. As I wrote in the Houston Chronicle, Mayor Sylvester Turner planted the seed by insisting we bring people together across the city and industry to drive Houston’s energy future. He knew false choices have no place here: oil and gas and clean technology; prosperity and stewardship; industry and lower emissions.

ECW joined the Climate Week Network this year, connecting Houston to a growing community of more than 500,000 people across 22-plus cities. We now have a seat at the global table—and a responsibility to use it well, building with other cities and the wider clean-energy-solutions world rather than merely talking at them.

The capital is already moving. Since 2017, Houston Energy Transition Initiative member companies have invested more than $95 billion in low-carbon infrastructure, technologies, and research and development. This is where the transition is financed, engineered, tested and operated. But the work requires more than capital. It requires capital allocators who understand the difference between a promising idea and a project that can scale, hire and endure.

Last week was Houston’s show and tell. At ARTECHOUSE, The &Bassador Reception & Awards brought art, technology, culture, philanthropy and energy together. Then the week went beyond downtown.

Sugar Land Town Square became the launchpad for the Metro Innovation Tour & Market: a place for an ecosystem conversation about smart cities, clean energy, equitable access and next-generation mobility before participants boarded three tour routes across greater Houston. It was also the starting point for the Bay City South Innovation Tour to Erthos Project Bravo in Matagorda County, where small groups saw Earth Mount solar modules being installed in real time. The conversation did not end at a panel. It went to the project site.

The HTX Tech Tours included a visit to the Erthos Project Bravo in Matagorda County. Photo courtesy

Approximately 100 startups from around the world pitched at Rice Alliance, Greentown Labs and Halliburton Labs events. At Astros Night at Daikin Park, builders, backers, and believers traded conference rooms for the diamond, creating an experience, not just another event. That is how this work becomes civic fabric.

Activation also means making the energy story felt, not merely explained. AY Young brought the Battery Tour for live performances. It was a reminder that the “Power of &” is not confined to a boardroom or a laboratory. Art and technology, culture and commerce, a new generation and established industry can share the same stage—and help more people see themselves in the work ahead.

Perhaps no activation made the “Power of &” more immediate and real than the Houston, We Have Solutions open mic night. At Creatopia’s Innovation Studio, people took the mic—or simply listened—to share what they were building, the problem they could not stop thinking about, and the connection they hoped to make. It put founders, artists, community builders, researchers and future-makers in one room. That is collaboration in real time: different kinds of expertise meeting before anyone knows exactly what the solution will be.

FOX26 helped carry that story beyond the rooms we convened, hosting Erthos COO Jessica Knight, Mars Materials co-founder Aaron Fitzgerald, and investors Taylor Chapman and Juliana Garaizar to discuss building and backing the future in Houston. Our region should be proud—not as self-congratulation, but because the world is beginning to experience energy and climate solutions firsthand.

This was also a week to give back. Allies in Energy awarded $27,500 to nine organizations advancing energy and climate literacy, civil dialogue, workforce pathways and community action. NRG Energy’s Brighter Communities provided a founding gift to expand the week and fund local grants. It took partners, hosts, sponsors, volunteers, funders and community organizations. That is the “Power of &”: collaboration that leaves a stronger community behind.

The “Power of &” cannot stop at Houston’s city limits. Louisiana’s participation—through its support of the Digital Delta Symposium & Expo—made clear that Houston’s builder ecosystem is regional by necessity. Gulf Coast infrastructure, supply chains, talent, and industrial decisions do not recognize state lines. Neither should our collaboration. If we are serious about building more energy with fewer emissions, we must align capital, resources and opportunity across the entire Gulf Coast.

That same commitment to practical collaboration means listening, learning and adjusting. A builder’s mindset does not protect a plan simply because it came first; it improves the conditions for the work to succeed. That is why Houston Energy and Climate Week will move to April 4–10, 2027—better weather, more time and space for connection, and a stronger city-wide experience for the people building what comes next.

But the real test begins now. Can we keep widening the circle? Can we continue to turn research into projects, pilots into infrastructure, capital into good jobs and climate ambition into results that families and communities can see? Can we make every new solution stronger by bringing in the people who must finance it, build it, operate it, live beside it and benefit from it?

That is the work ahead. Turner understood that Houston does not move forward by asking who wins the argument. It moves forward by asking who is ready to solve the problem. His legacy—and the promise of the “&”—is an invitation to choose collaboration over division, action over performance and possibility over false choices.

The future does not need another city to talk about it. It needs Houston to keep building it. And it will only be built if we keep choosing the "&."

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Katie Mehnert is the CEO of The Bee Suite, and a recent partner to The Builder’s Movement.

Texas Gov. Abbott broadens crackdown on data centers by halting all permits

data center crackdown

Responding to public outcry, Gov. Greg Abbott has stepped up his campaign against data centers by temporarily halting approval of environmental permits for data center projects.

This and previous moves by Abbott essentially amount to a temporary freeze on the development of new data centers in Texas. His actions come at a time when Texas’ stature as a data center hub has been soaring.

On Monday, Abbott directed the Texas Commission on Environmental Quality to stop issuing permits for data center developments until the Electric Reliability Council of Texas (ERCOT) and Public Utility Commission of Texas complete their review of projects seeking power grid connections.

With regulatory reviews underway and environmental permitting now frozen, state regulators currently cannot approve or deny requests from data center developers, Abbott said.

In a letter to the environmental quality commission’s executive director, Kelly Keel, Abbott said this directive is “consistent with my whole-of-government approach to ensure Texans’ natural resources and way of life are protected.”

Abbott previously ordered the Texas Water Development Board to require data centers to meet reporting requirements for water use. He also told the board to impose penalties for failure to comply with those requirements and to collaborate with ERCOT on its review.

Abbott launched his crackdown on data centers in August by ordering the Public Utility Commission and ERCOT to review data center projects in Texas. The audits will examine all data centers in the queue for interconnections before any more projects can move forward. Interconnections enable data centers to share power, data and computing resources.

In calling for those audits, Abbott cited concerns over data centers’ use of water and electricity, and the centers’ effect on infrastructure expenses and consumers’ utility rates.

“Simply put, Texans must come first,” the governor said.

During next year’s legislation session, Abbott will push for the elimination of state financial incentives for data center projects.

Ed Hirs, an energy fellow ⁠at the University of Houston, told Reuters that Abbott was backtracking on “his earlier pronouncements about data centers leading to lower electricity prices.”

Abbott’s actions come amid growing public backlash over data centers. A recent University of Houston survey found that nearly 63 percent of Houston-area residents opposed construction of a data center within a mile of their home.

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