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.

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.

“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.

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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Houston climatech startup raises $29M funding round​

fresh funding

Houston-based NanoTech Materials has closed a $29.4 million Series A.

The round was led by Austin-based HPI Real Estate & Investments. Houston-based Goose Capital and Austin-based Milliken & Company also participated.

Nanotech has developed its patented Insulative Ceramic Particle (ICP) technology, which reduces heat transfer in buildings and outdoor infrastructure, improving efficiency and safety. It's known for its Cool Roof Coat, Wildfire Shield and Insulative Coat: Cool Touch product lines.

With the new funding, Nanotech plans to scale operations and expand its market reach for its products.

“We’re addressing one of the pressing and urgent challenges facing infrastructure owners today: controlling energy costs and extending asset life,” Mike Francis, CEO and co-founder of NanoTech Materials, said in a news release. “This financing marks a transformative moment for us. It allows us to rapidly scale production and bring our high-performance materials to market faster, while delivering measurable cost savings and redefining what resilience looks like in today’s built environment.”

Nanotech launched in 2020 and was the first company selected for Halliburton Labs. It moved into a 43,000-square-foot space in Katy in 2023. It brought on new partners that expanded the company's reach in the Middle East and Singapore the following year. Its technology was recognized as one of Time magazine's 200 Best Inventions of 2024.

“We were early investors in Nanotech Materials and are pleased to continue supporting the company as it becomes a leader in breakthrough materials science and technology,” John Chaney, investor at Goose Capital and board member at NanoTech, added in the release. “NanoTech’s ability to elevate fire resilience and energy efficiency in the built environment is critical for strengthening and hardening infrastructure. Its pioneered approach is transforming current building standards and making our lives safer.”

The company has secured $34.4 million in total to date, according to the release. It raised an oversubscribed funding round in 2023 and a $5 million seed round in 2020.

Houston clean energy startup acquired by battery storage company FlexGen

m&a activity

A North Carolina company has acquired Houston-based Clean Energy Services, a provider of services for battery energy storage systems and utility-scale solar, for an undisclosed amount.

The buyer is Durham, North Carolina-based FlexGen Power Systems, a provider of battery energy storage software and services.

Clean Energy Services (CES), whose offices are at the Ion, will operate as a subsidiary of FlexGen. Existing CES customers will continue to receive services from CES without disruption or change, FlexGen says.

“Demand for reliable, high-performance power is accelerating, and customers need partners who can deliver at scale,” Kelcy Pegler, CEO of FlexGen, said in a news release. “The addition of CES strengthens our service platform and reinforces our leadership in energy storage technology.”

Ahmad Atwan and Constantine Triantafyllides co-founded CES in 2022. As a startup, CES had raised $8 million in venture capital, according to PitchBook.

“CES has achieved a market leadership position in battery storage services by focusing on reliable speed of service delivery and optimizing asset performance,” Atwan, the company’s CEO, added the release. “FlexGen and CES have been strong partners for years, and this transaction enables us to deliver more robust solutions across a complementary set of customers and markets.”

CES will continue to operate its remote operations center in Houston for over 1 gigawatt of solar assets and 4.5 gigawatt-hours of battery assets, while FlexGen will maintain its remote operations center in Durham.

Halliburton Labs names 4 new clean energy startups to incubator

green team

Four new companies have joined Halliburton Labs, the incubator for early-stage energy and climate startups run by Houston energy giant Halliburton.

Halliburton Labs provides the emerging companies with mentorship, industry connections, laboratory access and other resources as they work toward commercialization, according to a news release.

The four new members include:

  • Nandina REM, a Singapore-based company that delivers carbon fiber thermoplastics. It turns end-of-life assets into new, reliable, high-performance materials for the aviation, aerospace and defense industries in a fraction of the time of standard supply chains.
  • Noon Energy, a California-based company that delivers clean, reliable electricity with ultra-long duration energy storage. Its system uses solid oxide electrochemical cells and stores energy as abundant, flexible industrial gases.
  • Proof Energy, a Silicon Valley-based company developed by the Lawrence Berkeley National Laboratory that is commercializing next-generation metallic solid oxide fuel cell (M-SOFC) technology. Its system uses widely available fuels such as ethanol, methanol, ammonia, and natural gas as hydrogen carriers to enable lower-cost, low-emission commercial transportation, and also offers a zero-emission heating solution to preserve battery range in electric vehicles.
  • Tidal Metals, a New Jersey-based company that has developed technology to economically make decarbonized magnesium metal from seawater and electricity.

"Halliburton Labs exemplifies our commitment to advance a secure and pragmatic energy future," Jeff Miller, chairman, president and CEO of Halliburton, said in the news release. "We welcome these companies into our ecosystem, where they will gain access to the tools, expertise, and connections needed to scale their technologies."

Auckland-based Aquafortus Technologies and California-based Sunchem joined Halliburton Labs in September. With the addition of the four new members, the incubator currently supports six early-stage companies.

Read more about the incubator's 2025 cohort here.