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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Houston-based ENGIE to add new wind and solar projects to Texas grid

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Houston-based ENGIE North America Inc. has expanded its partnership with Los Angeles-based Ares Infrastructure Opportunities to add 730 megawatts of renewable energy projects to the ERCOT grid.

The new projects will include one wind and two solar projects in Texas.

“The continued growth of our relationship with Ares reflects the strength of ENGIE’s portfolio of assets and our track record of delivering, operating and financing growth in the U.S. despite challenging circumstances,” Dave Carroll, CEO and Chief Renewables Officer of ENGIE North America, said in a news release. “The addition of another 730 MW of generation to our existing relationship reflects the commitment both ENGIE and Ares have to meeting growing demand for power in the U.S. and our willingness to invest in meeting those needs.”

ENGIE has more than 11 gigawatts of renewable energy projects in operation or under construction in the U.S. and Canada, and 52.7 gigawatts worldwide. The company is targeting 95 gigawatts by 2030.

ENGIE launched three new community solar farms in Illinois since December, including the 2.5-megawatt Harmony community solar farm in Lena and the Knox 2A and Knox 2B projects in Galesburg.

The company's 600-megawatt Swenson Ranch Solar project near Abilene, Texas, is expected to go online in 2027 and will provide power for Meta, the parent company of social media platform Facebook. Late last year, ENGIE also signed a nine-year renewable energy supply agreement with AstraZeneca to support the pharmaceutical company’s manufacturing operations from its 114-megawatt Tyson Nick Solar Project in Lamar County, Texas.

Houston geothermal company raises $97M Series B

fresh funding

Houston-based geothermal energy startup Sage Geosystems has closed its Series B fundraising round and plans to use the money to launch its first commercial next-generation geothermal power generation facility.

Ormat Technologies and Carbon Direct Capital co-led the $97 million round, according to a press release from Sage. Existing investors Exa, Nabors, alfa8, Arch Meredith, Abilene Partners, Cubit Capital and Ignis H2 Energy also participated, as well as new investors SiteGround Capital and The UC Berkeley Foundation’s Climate Solutions Fund.

The new geothermal power generation facility will be located at one of Ormat Technologies' existing power plants. The Nevada-based company has geothermal power projects in the U.S. and numerous other countries around the world. The facility will use Sage’s proprietary pressure geothermal technology, which extracts geothermal heat energy from hot dry rock, an abundant geothermal resource.

“Pressure geothermal is designed to be commercial, scalable and deployable almost anywhere,” Cindy Taff, CEO of Sage Geosystems, said in the news release. “This Series B allows us to prove that at commercial scale, reflecting strong conviction from partners who understand both the urgency of energy demand and the criticality of firm power.”

Sage reports that partnering with the Ormat facility will allow it to market and scale up its pressure geothermal technology at a faster rate.

“This investment builds on the strong foundation we’ve established through our commercial agreement and reinforces Ormat’s commitment to accelerating geothermal development,” Doron Blachar, CEO of Ormat Technologies, added in the release. “Sage’s technical expertise and innovative approach are well aligned with Ormat’s strategy to move faster from concept to commercialization. We’re pleased to take this natural next step in a partnership we believe strongly in.”

In 2024, Sage agreed to deliver up to 150 megawatts of new geothermal baseload power to Meta, the parent company of Facebook. At the time, the companies reported that the project's first phase would aim to be operating in 2027.

The company also raised a $17 million Series A, led by Chesapeake Energy Corp., in 2024.

Houston expert discusses the clean energy founder's paradox

Guest Column

Everyone tells you to move fast and break things. In clean energy, moving fast without structural integrity means breaking the only planet we’ve got. This is the founder's paradox: you are building a company in an industry where the stakes are existential, the timelines are glacial, and the capital requires patience.

The myth of the lone genius in a garage doesn’t really apply here. Clean energy startups aren’t just fighting competitors. They are fighting physics, policy, and decades of existing infrastructure. This isn’t an app. You’re building something physical that has to work in the real world. It has to be cheaper, more reliable, and clearly better than fossil fuels. Being “green” alone isn’t enough. Scale is what matters.

Your biggest risks aren’t competitors. They’re interconnection delays, permitting timelines, supply chain fragility, and whether your first customer is willing to underwrite something that hasn’t been done before.

That reality creates a brutal filter. Successful founders in this space need deep technical knowledge and the ability to execute. You need to understand engineering, navigate regulation, and think in terms of markets and risk. You’re not just selling a product. You’re selling a future where your solution becomes the obvious choice. That means connecting short-term financial returns with long-term system change.

The capital is there, but it’s smarter and more demanding. Investors today have PhDs in electrochemistry and grid dynamics. They’ve been burned by promises of miracle materials that never left the lab. They don't fund visions; they fund pathways to impact that can scale and make financial sense. Your roadmap must show not just a brilliant invention, but a clear, believable plan to drive costs down over time.

Capital in this sector isn’t impressed by ambition alone. It wants evidence that risk is being retired in the right order — even if that means slower growth early.

Here’s the upside. The difficulty of clean energy is also its strength. If you succeed, your advantage isn’t just in software or branding. It’s in hardware, supply chains, approvals, and years of hard work that others can’t easily copy. Your real competitors aren’t other startups. They’re inertia and the existing system. Winning here isn’t zero-sum. When one solution scales, it helps the entire market grow.

So, to the founder in the lab, or running field tests at a remote site: your pace will feel slow. The validation cycles are long. But you are building in the physical world. When you succeed, you don’t have an exit. You have a foundation. You don't just have customers; you have converts. And the product you ship doesn't just generate revenue; it creates a legacy.

If your timelines feel uncomfortable compared to software, that’s because you’re operating inside a system designed to resist change. And let’s not forget you are building actual physical products that interact with a complex world. Times are tough. Don’t give up. We need you.

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Nada Ahmed is the founding partner at Houston-based Energy Tech Nexus.

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