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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.

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.

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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 trio lands on Time’s list of 10 most influential energy companies

making an impact

Three companies with headquarters in Houston made Time magazine’s new list of the 10 most influential energy companies.

The unranked list includes:

  • Houston-based oil and gas giant Chevron
  • Houston-based Fervo Energy, a geothermal power provider that just went public in a $1.9 billion IPO
  • Saudi Aramco, the world’s largest oil company, whose U.S. headquarters is in Houston

In naming Chevron to the list, Time cites the company’s standing as the only major American oil company operating in Venezuela. Time says Chevron wields “extraordinary power” over Venezuela’s massive oil reserves.

Despite pressure from the White House on U.S. oil and gas producers to ramp up investments in Venezuela, “Chevron has pumped the brakes, pledging to boost output gradually and not chase price fluctuations,” Time says.

“Chevron has been in Venezuela for over a century,” CEO Mike Wirth told shareholders in January. “We remain committed to leveraging our deep expertise and long-standing partnerships for the benefit of our shareholders and the people of Venezuela.”

Time points out that Fervo sits “at the front of the pack” in generation of geothermal energy. The Houston-based company uses fracking techniques borrowed from the oil and gas industry to create underground hot-rock reservoirs that heat water to generate electricity.

Fervo’s Cape Station in Utah is scheduled to start delivering power to the grid this year. At full capacity of 500 megawatts, it will be the first large-scale commercial geothermal plant in the U.S. Time says another site in Utah, Project Blanford, is Fervo’s hottest well yet, highlighting the potential for harnessing geothermal heat for at-scale clean energy.

“It’s hard to find something that can [deliver] reliable 24/7 energy, that’s carbon-free, and can be constructed in a timely manner,” Fervo CEO Tim Latimer said. “It’s energy without a lot of the compromises.”

Government-owned Saudi Aramco, which last year earned $104.7 billion in profit, not only is a dominant player in the Mideast oil and gas sector, but Time says it holds “global clout in politics and business” that reaches far beyond oilfields. For example, the company finances big projects spearheaded by Crown Prince Mohammad Bin Salman, who chairs Saudi Arabia’s sovereign wealth fund. These include initiatives in global sports, tourism, and AI.

Baker Hughes teams up with Oklahoma co. to advance geothermal development

geothermal partnership

In recent months, Houston-based energy corporation Baker Hughes has launched multiple partnerships to expand geothermal energy extraction across the United States. The latest, a deal with Oklahoma-based Helmerich & Payne Inc. (H&P), was announced Wednesday.

As part of the deal, H&P will provide a geothermal-capable land drilling rig, while Baker Hughes will contribute technology and expertise. The rig is expected to be deployed later this year, according to a news release.

“Geothermal energy plays a critical role in meeting growing power demand by providing clean, reliable baseload generation,” Amerino Gatti, executive vice president of oilfield services & equipment for Baker Hughes, said in the release. “This collaboration reflects a deliberate step to move its development in the U.S. from concept to reality. By working together, Baker Hughes and Helmerich & Payne are helping customers advance these critical energy projects with greater confidence and deliver reliable, sustainable power.”

Investment in the geothermal energy sector is currently exploding in the U.S., having grown by at least 1,000 percent just in the last seven years, according to a recent report by Rocky Mountain Institute.

On one hand, only about 1 percent of the American energy grid currently uses geothermal, but on the other, the U.S. holds roughly 25 percent of the world’s geothermal capacity. Harnessing that power becomes even more attractive as conflicts in Russia and Iran continue to hamstring energy markets from those countries and revitalize interest in renewable energy.

Baker Hughes has been at the forefront of the geothermal boom. This new deal with H&P combines H&P’s drilling platform technology with Baker Hughes’s subsurface and energy extraction support technologies.

“This agreement underscores Helmerich & Payne’s commitment to supporting emerging energy opportunities through our drilling technologies and operational expertise,” H&P President and CEO Trey Adams added in the release. “We are pleased to collaborate with Baker Hughes to support the advancement of geothermal development in the United States.”

The deal with H&P is just one of several recent ones Baker Hughes has closed. In March, they announced support for XGS’s geothermal extraction projects in New Mexico, which are being used to meet the increasing demands of data centers in the state. Last May, Fervo Energy selected Baker Hughes to supply equipment for its flagship geothermal project in Utah.

Houston renewables developer signs agreement with Meta for new solar project

power deal

Houston-based EDP Renewables North America has signed a long-term power purchase agreement with Meta, the parent company of Facebook and Instagram, for its forthcoming Cypress Knee Solar project.

The 250‑megawatt solar project will be built in Arkansas and is expected to come online by 2028, according to a news release from EDPR. The company says the project will generate approximately $25 million in new revenue for Chicot County once operational.

“Cypress Knee Solar and our broader portfolio of projects with Meta are helping power a reliable, modern U.S. electric grid—the backbone of American innovation and long-term economic growth,” Sandhya Ganapathy, CEO of EDPR NA, said in the release. “These investments strengthen local communities, create durable economic value, and ensure that progress is built on a resilient, sustainable foundation.

This is Meta's third power purchase agreement with EDPR. The tech giant is now contracted to a renewable capacity of 545 megawatts with EDPR. Meta and EDPR also collaborated on the 200-megawatt Brittlebush Solar Park to support Meta's data center in Mesa, Arizona.

“Through our partnership with EDPR, Cypress Knee Solar will bring new generation to the Arkansas grid, creating local jobs and delivering economic benefits to the community. We’re proud to expand our collaboration with EDPR,” Amanda Yang, head of clean and renewable energy at Meta, added in the release.

EDPR operates 61 wind farms, 29 solar parks and four energy storage sites across North America. Its other customers include other tech companies like Amazon and Microsoft.

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