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 debuts sustainable, bio-based 'leather' fashions

sustainable fashion

Last month, Houston-based Rheom Materials and India’s conscious design studio Econock unveiled a collaborative capsule collection that signaled more than just a product launch.

Hosted at Lineapelle—long considered the global epicenter of the world's premier leather supply chain—in the vaulted exhibition halls of Rho-Fiera Milano, the collection centered around Rheom’s 91 percent bio-based leather alternative, Shorai.

It was a bold move, one that shifted sustainability from a concept discussed in panel sessions to garments that buyers could touch and wear.

The collection featured a bomber-style jacket, an asymmetrical skirt and a suite of accessories—all fabricated from Shorai.

The standout piece, a sculptural jacket featuring a funnel neck and dual-zip closure, was designed for movement, challenging assumptions about performance limitations in bio-based materials. The design of the asymmetrical skirt was drawn from Indian armored warrior traditions, according to Rheom, with biodegradable corozo fasteners.

Built as a modular wardrobe rather than isolated pieces, the collection reflects a shared belief between Rheom and Econock in designing objects that adapt to daily life, according to the companies.

The collection was born out of a new partnership between Rheom and Econock, focused on bringing biobased materials to the market. According to Rheom, the partnership solves a problem that has stalled the adoption of many next-gen textiles: supply chain friction.

While Rheom focuses on engineering scalable bio-based materials, New Delhi-based Econock brings the complementary design and manufacturing ecosystem that integrates artisans, circular materials and production expertise to translate the innovative material into finished goods.

"This partnership removes one of the biggest barriers brands face when adopting next-generation materials,” Megan Beck, Rheom’s director of product, shared in a news release. “By reducing friction across the supply chain, Rheom can connect brands directly with manufacturers who already know how to work with Shorai, making the transition to more sustainable materials far more accessible.”

Sanyam Kapur, advisor of growth and impact at Econock, added: “Our partnership with Rheom Materials represents the benchmark of responsible design where next-gen materials meet craft, creativity, and real-world scalability.”

Rheom, formerly known as Bucha Bio, has developed Shorai, a sustainable leather alternative that can be used for apparel, accessories, car interiors and more; and Benree, an alternative to plastic without the carbon footprint. In 2025, Rheom was a finalist for Startup of the Year in the Houston Innovation Awards.

Shorai is already used by fashion lines like Wuxly and LuckyNelly, according to Rheom. The company scaled production of the sugar-based material last year and says it is now produced in rolls that brands can take to market with the right manufacturer.

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This article originally appeared on our sister site, InnovationMap.

Houston energy co. names new COO to scale offshore decommissioning

new hire

Houston-based Promethean Energy has named a new COO as it looks to scale.

Martyn Fear, former CEO of Altamesa Energy Canada Inc., will assume the role, the company announced last week. He brings decades of experience at energy companies such as BP and Maersk Oil and has held board positions at several private equity and venture-backed firms.

“Promethean has built a differentiated platform for managing and retiring late-life assets safely, efficiently, and responsibly,” Fear said in a news release. “The industry is facing a structural shift as decommissioning moves to the forefront, and the opportunity to combine operational excellence, disciplined project delivery, and innovative commercial models is incredibly compelling."

Promethean has developed an environmentally sustainable, integrated model for late-life asset management and offshore well decommissioning. Fear will oversee day-to-day operations at Promethean and the execution of this integrated operator-service model as the company looks to scale and expand to new markets.

“Martyn is a proven leader with a deep operational track record and a passion for building high-performance, safety-first organizations,” Aditya Singh, Promethean's CEO, added in the release. “As Promethean enters its next phase—scaling our integrated operator-service model and delivering first-time-right decommissioning at pace—his experience in transforming complex asset portfolios and leading global teams makes him the ideal COO to drive operational execution while we continue to advance our strategic vision.”

Last May, the company successfully decommissioned offshore orphaned wells in the Matagorda Island lease area. In November, it also announced that it had completed a multi-client project to safely plug and abandon an orphaned well on a storm-damaged platform in the South Timbalier lease area.

Both projects were based in the Gulf of Mexico, where Promethean is looking to grow.