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 startup secures $5M to turn oilfield wastewater into critical minerals

fresh funding

Houston-based startup Altillion has secured $5 million in seed funding to accelerate the commercialization of its proprietary IRIS and ALIX technologies, which convert oilfield-produced water into valuable minerals.

San Francisco-based EIC Rose Rock and Houston-based Flathead Forge led the round. Altillion says the funding will go toward pilot facilities and commercial deployments as the company looks to scale in the U.S.

“Altillion’s efficient and scalable technologies are needed more than ever to reshape critical mineral recovery and facilitate beneficial use of oilfield brines,” Jay Keener, Altillion’s CEO and co-founder, said in a news release. “We’re uniquely positioned to provide a stable, domestic supply of the critical minerals needed for electronics, batteries, healthcare and national defense technologies. This investment from EIC Rose Rock and Flathead Forge enables us to strategically accelerate this impact and is very timely given the current geopolitical dynamics.”

Altillion's IRIS and ALIX platforms extract minerals like iodine, lithium and copper from oilfield-produced water, geothermal brines and salars. This process allows companies to unlock new sources of revenue while also boosting the domestic critical minerals supply chain. The company announced earlier this summer that it will launch a feasibility project in the Permian Basin and aims to develop a path to commercial-scale implementation in the field.

“We are excited to partner with Altillion to scale and deploy these world-class technologies to access the vast wealth hidden in wastewater,” David Clouse, Managing Director of EIC Rose Rock, added in the release. “With Altillion, we’re expanding our ability to empower the energy industry to domestically source the critical minerals America needs for a robust economy and supply chain.”

Altillion was founded by Keener and COO Scott Buckwald in 2023. Keener previously founded KDH Trading, where Buckwald also serves as COO, according to his LinkedIn page.

Houston's KBR to provide tech for Singapore SAF plant

SAF agreement

Houston engineering and technology contractor KBR has been picked as the technology provider for what’s expected to be Asia's first commercial-scale ethanol-to-jet sustainable aviation fuel (SAF) plant.

The proposed plant on Jurong Island in Singapore is being developed by Keppel Ltd.’s Infrastructure Division and Aster Chemicals and Energy. KBR will provide technology licensing and Front-End Engineering Design (FEED) services based on its PureSAF technology.

The plant has a planned production capacity of up to 100,000 tons of SAF per year. The plant is subject to final investment decisions and regulatory approvals.

“We are looking forward to working with Keppel and Aster on this key project and to support Singapore’s ambition of becoming Asia’s leading SAF hub and advancing the ongoing efforts to decarbonize the country’s aviation ecosystem,” Stuart Bradie, KBR president and CEO, said in a news release.

According to KBR, its PureSAF Technology can process multiple feedstocks like bioethanol, syngas, carbon dioxide and hydrogen and convert them to SAF, diesel and gasoline.

The technology was developed by Swedish Biofuels AB and commercialized by KBR.

“KBR’s PureSAF is a feedstock-flexible, bankable technology that is designed to deliver a 100% drop in jet fuel, ready to power aircraft without blending,” Bradie added in the news release. “We are constantly innovating our SAF solution to make it compatible with feedstock availability in different regions and to enable the aviation industry to transition to low-carbon jet fuel with a cost-optimized approach.

KBR has also entered into a memorandum of intent with Keppel’s Infrastructure Division, which states that the companies will collaborate again on decarbonization efforts across biofuels, plastic recycling, digitalization via AI, and SAF.

KBR announced in October that it would spin off its Mission Technology Solutions business, nicknamed SpinCo. The scaled-down KBR, nicknamed RemainCo, would concentrate solely on sustainability technology and services designed to reduce carbon emissions and support energy transition efforts. SpinCo named its new CEO and CFO earlier this month.

Houston energy expert discusses why hydrogen still has a future

Guets Column

Not long ago, hydrogen was hailed as the next big thing in clean energy. Investors poured in, and countries from Japan to Germany built ambitious hydrogen strategies. It wasn’t a new discovery; hydrogen has been used for over a century in refineries and fertilizers, but it suddenly found itself reborn as the world began working toward decarbonization.

When hydrogen burns, the only byproduct is water. Green hydrogen, produced with renewable power, could replace fossil fuels in everything from trucks to ships to steel mills. But the momentum has cooled. Costs remain stubbornly high, several projects have been delayed or canceled, and policy support has wavered. In the U.S., a change in administration has created uncertainty. In Europe, some governments are slowing funding or revising hydrogen mandates. Even the International Maritime Organization (IMO) recently postponed a key vote on fuel-carbon standards.

Yet as Mike Graff , former Chairman and CEO of American Air Liquide, said in an Energy Forum episode with Ed Emmett at Rice University’s Baker Institute, “The world is always looking to make sure that energy is first available, it’s affordable, and then it’s clean. And I see hydrogen over time evolving in that manner.” He also noted that “companies have produced hydrogen and utilized hydrogen for over 100 years, and they’ve done that very safely… I think we can continue that moving forward.”

China has doubled down on hydrogen as part of its industrial strategy, building massive electrolyzer manufacturing capacity and funding dozens of pilot projects across transportation and heavy industry. Japan and South Korea also stand out as examples of how sustained policy support can drive hydrogen progress.

Where Hydrogen Fits Today

To understand hydrogen’s role now, it helps to remember what it actually does. About 76 percent of global hydrogen is produced from natural gas and used in refineries, fertilizer plants, and chemical production. This so-called “gray hydrogen” is essential but carbon-intensive.

What’s new is the rise of low-carbon hydrogen, “blue” hydrogen made from natural gas with carbon capture, and “green” hydrogen produced by splitting water with renewable electricity. These methods are expensive, but they’re growing. According to the International Energy Agency, global low-emissions hydrogen output rose about 10 percent in 2024.

Hydrogen is also expanding beyond industry. As Graff explained, it already powers thousands of forklifts in warehouses across the U.S. and is beginning to appear in commercial trucking, locomotives, and even aviation prototypes. “You can now drive 600 to 800 miles on a hydrogen fuel-cell truck,” he noted, “and refuel in 30 minutes, just like you would refill for diesel.”

The Cost Challenge and a Gulf Coast Opportunity

So why the slowdown? One word: economics.

Even with generous tax credits, green hydrogen can cost two to three times more than conventional fuels. Electrolyzers are still expensive, though costs are falling as Chinese suppliers introduce low-cost alternatives.

Infrastructure is another hurdle. Pipelines, storage, and fueling networks need to be built from scratch.

But those same challenges point to opportunity, especially along the U.S. Gulf Coast. The region already has one of the world’s largest hydrogen pipeline systems and a well-established energy infrastructure. Texas, in particular, has a head start. It already hosts nearly 1,000 miles of hydrogen pipelines, about 64 percent of the U.S. total, and some of the world’s largest hydrogen storage sites at Moss Bluff, Spindletop, and Clemens. Out of 140 hydrogen plants operating nationwide, 43 are in Texas, supported by extensive refining and natural gas infrastructure. This combination of assets gives the Gulf Coast an unmatched foundation to scale low-carbon hydrogen and integrate production, storage, and end use across industries.

As Ken Medlock , Senior Director of the Center for Energy Studies at Rice University’s Baker Institute, explains in his report: Developing a Robust Hydrogen Market in Texas, Texas has all the critical elements needed to lead in a low-carbon hydrogen economy, including existing infrastructure, a skilled workforce, and proximity to industrial demand centers. That combination gives it a distinct advantage in scaling up hydrogen production and use.

Governments around the world are showing renewed confidence in hydrogen. The European Commission awarded nearly €3 billion to 13 major projects, while Japan and South Korea continue expanding fueling networks. China is leading one of the most ambitious buildouts, with more than 50 planned hydrogen projects and a rapidly growing fleet of fuel-cell vehicles. Despite recent setbacks, global investment has surpassed $100 billion, and projects in places such as Chile, where strong renewables and low-cost Chinese equipment help make projects feasible, are moving toward final investment decisions.

What Comes Next

Hydrogen’s future won’t depend on replacing every fuel, but on filling the gaps where batteries and biofuels fall short.

Transportation: This is where momentum is strongest today. Batteries dominate cars, but hydrogen fuel cells excel in heavy trucks, ships, and planes. As Graff noted, “You can design a commercial vehicle with the same utility as diesel but powered by hydrogen.” Airbus and Boeing are testing hydrogen propulsion concepts, and several ports are experimenting with hydrogen bunkering for cargo ships.

Industry: Steel, cement, and chemicals account for a quarter of global emissions. Hydrogen-based direct-reduced-iron (DRI) steelmaking is being piloted in Europe and Asia and could transform how these materials are produced at scale.

Storage: Hydrogen can store energy for days or weeks, serving as backup for renewables like wind and solar. But storage remains very costly and may only prove viable for the “last mile” of greenhouse gas reduction or grid stability.

These uses may sound niche, but that’s how technologies scale. They start small, gain an economic foothold, and expand as costs decline.

Conclusion

Hydrogen's early, perhaps irrational, exuberance may have cooled, but amidst the rubble of cancelled projects are the beginnings of an industry that could play a vital niche role on the journey towards a lower carbon intensity energy future. As costs fall and infrastructure around the world expands, hydrogen's role will expand into the nooks and crannies of the energy industry.

It won't replace every fuel, but it doesn't have to. Success will come from steady, project-by-project progress.

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Scott Nyquist is a senior advisor at McKinsey & Company and vice chairman, Houston Energy Transition Initiative of the Greater Houston Partnership. The views expressed herein are Nyquist's own and not those of McKinsey & Company or of the Greater Houston Partnership. This article originally appeared on LinkedIn.