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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ExxonMobil invests over $200M in Texas advanced recycling sites

doubling down

ExxonMobil announced that it plans to invest more than $200 million to expand its advanced recycling operations at its Baytown and Beaumont sites that are expected to start in 2026. The new operations can help increase advanced recycling rates and divert plastic from landfills, according to ExxonMobil.

“We are solutions providers, and this multi-million-dollar investment will enhance our ability to convert hard-to-recycle plastics into raw materials that produce valuable new products,” says Karen McKee, president of ExxonMobil Product Solutions, in a news release.

The investment plans to add 350 million pounds per year of advanced recycling capacity at Baytown and Beaumont, which will bring ExxonMobil’s total capacity to 500 million pounds annually. The first Baytown facility started in 2022 and represents one of the largest advanced recycling facilities in North America by having processed more than 70 million pounds of plastic waste.

“At our Baytown site, we’ve proven advanced recycling works at scale, which gives us confidence in our ambition to provide the capacity to process more than 1 billion pounds of plastic per year around the world,” McKee said in a news release. “We’re proud of this proprietary technology and the role it can play in helping establish a circular economy for plastics and reducing plastic waste.”

Advanced recycling works by transforming plastic waste into raw materials that can be used to make products from fuels to lubricants to high-performance chemicals and plastics. Advanced recycling allows for a broader range of plastic waste that won't be mechanically recycled and may otherwise be buried or burned.

ExxonMobil will continue development of additional advanced recycling projects at manufacturing sites in North America, Europe and Asia with the goal of reaching 1 billion pounds per year of recycling capacity by 2027.

Houston-based Fervo Energy collects $255M in additional funding

cha-ching

A Houston company that's responding to rising energy demand by harnessing geothermal energy through its technology has again secured millions in funding. The deal brings Fervo's total funding secured this year to around $600 million.

Fervo Energy announced that it has raised $255 million in new funding and capital availability. The $135 million corporate equity round was led by Capricorn’s Technology Impact Fund II with participating investors including Breakthrough Energy Ventures, CalSTRS, Congruent Ventures, CPP Investments, DCVC, Devon Energy, Galvanize Climate Solutions, Liberty Mutual Investments, Mercuria, and Sabanci Climate Ventures.

The funding will go toward supporting Fervo's ongoing and future geothermal projects.

“The demand for 24/7 carbon-free energy is at an all-time high, and Fervo is one of the only companies building large projects that will come online before the end of the decade,” Fervo CEO and Co-Founder Tim Latimer says in a news release. “Investors recognize that Fervo’s ability to get to scale quickly is vital in an evolving market that is seeing unprecedented energy demand from AI and other sources.”

Additionally, Fervo secured a $120 million letter of credit and term loan facility from Mercuria, an independent energy and commodity group that previously invested in the company.

“In surveying power markets across the U.S. today, the need for next-generation geothermal is undeniable,” Brian Falik, group chief investment officer of Mercuria, adds. “We believe in Fervo not just because their EGS approach is cost-effective, commercially viable, and already being deployed at scale, but because they set ambitious targets and consistently deliver.”

In February, Fervo secured $244 million in a financing round led by Devon Energy, and in September, the company received a $100 million bridge loan for the first phase of its ongoing project in Utah. This project, known as Project Cape, represents a 100x growth opportunity for Fervo, as Latimer explained to InnovationMap earlier this year. As of now, Project Cape is fully permitted up to 2 GW and will begin generating electricity in 2026, per the company.

Other wins for Fervo this year include moving into its new headquarters in downtown Houston, securing a power purchase agreement with California, growing its partnership with Google, and being named amongst the year's top inventions by Time magazine.

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This article originally ran on InnovationMap.

Greentown raises funding, a new tree initiative in Houston, and more trending energy transition news

top stories

Editor's note: From DOE funding for underground power line research to Zeta Energy's big deal with, these are the top headlines that resonated with EnergyCapital readers on social media and daily newsletter this week.

Investors from Houston and Boston fuel Greentown with $4M commitment

A mix of public and private investors have funded Greentown Labs. Photo via GreentownLabs.com

Greentown Labs, a climatetech incubator with locations in the Houston and Boston areas, has announced it has received funding from a mix of investors.

The $4 million in funding came from both of the Houston and Massachusetts locations. Houston investors included Bobby Tudor, CEO of Artemis Energy Partners and chairman of the Houston Energy Transition Initiative; David Baldwin, co-founder of OpenMinds and TEX-E and partner at SCF Partners; and Rice University. Other investors included MassDevelopment and the City of Somerville.

“The challenges of the energy transition are immense, and the role played by technology incubators like Greentown Labs is essential,” Tudor says in a news release. “We believe this role, which is a partnership between academia, industry, philanthropists, entrepreneurs, and governments, is the best way to get to effective, scalable solutions in a time frame that the urgency of the challenge requires. We need all hands on deck, and this partnership between Massachusetts and Texas can be a role model for others.”Continue reading.

Houston launches Google-backed tool to address urban tree cover disparities

American Forests is aiming to assist with at least 100 cities to make progress on Tree Equity by 2030. Photo by Thomas Koenig/Big Pineapple Productions

The oldest national nonprofit conservation organization in the U.S American Forests has launched the Houston Tree Equity Score Analyzer, which was developed through local nonprofit Trees For Houston and local stakeholders from local government, environmental groups and the public health sector, and supported by Google’s philanthropic arm Google.org with a $450,000 grant.

To mark the launch, Trees For Houston and American Forest celebrated the partnership and worked to plant 50 trees at Shadydale Elementary in Northeast Houston on December 6.

“This marks a significant milestone for Houston's urban forestry efforts,” says Texas State Representative Senfronia Thompson at the December 6 event. “This effort goes beyond simply planting trees—it’s about creating the foundation for a greener, more inclusive future for our community. By uniting diverse resources and partners, including American Forests, Google.org and Trees For Houston, we’re showcasing a powerful dedication to enhancing the environmental well-being and quality of life in our urban areas.”Continue reading.

Houston company secures $10M contract to deliver subsea well decommissioning solution

Expro has secured a $10 million contract to provide a subsea well decommissioning solution, combining subsea safety systems and surface fluid management to support safe re-entry and fluid management for plugged and abandoned wells. Photo courtesy of Expro

Houston energy services provider Expro was awarded a contract valued at over $10 million for the provision of a well decommissioning solution.

The solution will combine subsea safety systems and surface processing design that can enable safe entry to the well and management of well fluids.

“The contract reinforces our reputation as the leading provider of subsea safety systems and surface well test equipment, including within the P&A sector,” Iain Farley, Expro’s regional vice president for Europe and Sub-Saharan Africa, says in a news release.Continue reading.

This Houston innovator's innovative corrosion detection tech is vital to the future of energy

Anwar Sadek of Corrolytics joins the Houston Innovators Podcast to discuss his company's growth and move to Houston. Photo courtesy

Houston-based Corrolytics approach is to help revolutionize and digitize microbial corrosion detection — both to improves efficiency and operational cost for industrial companies, but also to move the needle on a cleaner future for the energy industry.

"We are having an energy transition — that is a given. As we are bringing new energy, there will be growth of infrastructure to them. Every single path for the energy transition, corrosion will play a primary role as well," Anwar Sadek, co-founder and CEO of Corrolytics, says on the Houston Innovators Podcast.

The technology Sadek and his team have created is a tool to detect microbial corrosion — a major problem for industrial businesses, especially within the energy sector. Sadek describes the product as being similar to a testing hit a patient would use at home or in a clinic setting to decipher their current ailments.Continue reading.

Houston company's $2B carbon-negative fuel project to rise in Southeast Texas

Pathway Energy has announced a major sustainable aviation fuel project in Port Arthur, Texas. Rendering courtesy of Pathway Energy

Houston developer of ultra carbon-negative fuels projects Pathway Energy announced a series of commercial-scale sustainable aviation fuel (SAF) facilities with the first being based in Port Arthur, Texas.

The project, estimated to be valued at $2 billion, will be one of the largest decarbonization projects in the world.

Pathway plans to bring commercial SAF to market with its years of experience in waste and biomass conversion processes and technologies that include biomass gasification, Fischer-Tropsch, biomass power generation, and complex biorefinery and industrial processes. Continue reading.

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