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 battery recycling company secures $32M in financing

fresh funding

Houston-based Ace Green Recycling has raised $32 million in private investment in public equity (PIPE) financing to support its future plans for growth.

The battery recycling technology company secured the financing with Athena Technology Acquisition Corp. II, a publicly traded special purpose acquisition company that Ace previously announced it plans to merge with. Once the merger is completed, Ace will become a publicly traded company on the Nasdaq Stock Exchange under the ticker symbol "AGXI."

Ace says the financing will be used to complete the merger and scale the company.

“This investment accelerates our mission to redefine battery recycling at a global scale,” Ace CEO Nischay Chadha said in a news release. “At Ace, we are deploying Greenlead® and LithiumFirst™ as a new standard–fully electrified, Scope 1 emissions-free solutions designed to replace legacy processes and unlock a cleaner supply chain for critical materials. We believe that the future of electrification depends on how efficiently and sustainably we recover these resources, and this milestone brings us meaningfully closer to that future.”

Ace says the funding will also be primarily used to fund capital expenditures related to the development of its planned flagship recycling facility, located outside of Beaumont, Texas. According to a February investor presentation, the facility is expected to launch in 2027. It will recycle lead-acid and lithium-ion batteries.

Ace agreed to a 15-year battery material supply agreement with Miami-based OM Commodities last year, in which OM Commodities would supply Ace with at least 30,000 metric tons of lead scrap to be recycled annually. Switzerland-based Glencore plc agreed to a 15-year offtake agreement to purchase up to 100 percent of ACE’s products from four of its planned lead-acid and lithium-ion battery recycling parks back in 2022.

Ace also reported that the funding will be put toward "supporting the expansion of operations and to fund the purchase of other companies," in the release.

Houston AI startup rolls out platform to reshape oil and gas workflows

AI for energy

Houston-based Collide is looking to solve AI issues in the energy industry from within.

Co-founded by former oil roughneck Collin McLelland, the company has developed AI software for operators and field teams, shaped by firsthand oilfield experience. Its AI-native platform “retrieves and synthesizes data from authoritative sources to deliver accurate, cited, and energy-focused insights to oil and gas professionals,” according to the company.

“Oil and gas has a graveyard full of technology that was technically impressive and operationally useless,” McLelland tells Energy Capital. “The reason is almost always the same: the people who built it didn't understand what they were actually solving for. When you're an outsider, you see workflows and try to automate them. When you're an insider, you understand why those workflows exist—the regulatory constraints, the physical realities, the liability concerns, the trust dynamics between operators and service companies.”

Collide’s large language model, known as RIGGS, performed well in recent benchmarking results when taking a standardized petroleum engineering (SPE) exam, the company reports. The exam assesses understanding from conceptual terminology to complex mathematical problem-solving.

According to Collide, RIGGS achieved a score of 67.5 percent on a 40-question subset of the SPE petroleum engineering exam, outperforming other large language models like Grok 4 (62.5 percent), Claude Sonnet 4.5 (52.5 percent) and GPT 5.1 (4 percent).

RIGGS completed the test in 15 minutes, while Grok took two hours. Collide hopes over the next few months, RIGGS will receive a score between 75 percent to 80 percent accuracy.

The software could potentially help oil and gas companies produce accurate outputs and automate trivial workflows, which can open up valuable time for engineers and teams to work on other pressing matters, according to McLelland.

“Collide exists because we sat in those seats — we were the engineers, the operators, the field guys,” he says. ”RIGGS scoring higher on the PE exam versus the frontier labs isn't a party trick. It's evidence that the model understands petroleum engineering the way a petroleum engineer does, because it was built by people who do.”

RIGGS was trained on Collide’s Spindletop hardware and is supported by a vast library of information, as well as a reasoning engine and validation layer that uses logic to solve problems.

“Longer term, we see RIGGS as the intelligence layer that sits underneath every operator's workflow — not a chatbot you open in a browser, but something embedded in the tools engineers already use,” McLelland says. “The goal is to give every engineer the knowledge and pattern recognition of a 30-year veteran, on demand."

According to McLelland, Collide is already building toward reservoir analysis and production optimization, automated regulatory compliance (Railroad Commission filings, W-10s, G-10s), workover report generation, and engineering decision support in the field for near-term use cases. In March, Collide and Texas-based oil and gas operator Winn Resources announced a collaboration to automate the time-intensive process of filing monthly W-10 and G-10 forms with the Texas Railroad Commission, completing what’s normally a multi-hour task in under 30 minutes. Collide reports that Winn’s infrastructure now automates regulatory filings and provides real-time visibility into data gaps, which has reduced processing time by over 95 percent.

“Before Collide, I'd spend hours manually keying in filings,” Buck Crum, director of operations, said in a news release. “(In March), we had 50 wells to file and I was done in 20 minutes. It does the majority of the heavy lifting while keeping me in control. That human-in-the-loop approach saves meaningful time and gives us greater confidence in our compliance and reporting.”

Collide was originally launched by Houston media organization Digital Wildcatters as “a professional network and digital community for technical discussions and knowledge sharing.” After raising $5 million in seed funding led by Houston’s Mercury Fund last year, the company said it would shift its focus to rolling out its enterprise-level, AI-enabled solution.

Oxy officially announces CEO transition, names successor

new leader

Houston-based Occidental (Oxy) has officially announced its longtime CEO's retirement and her successor.

Oxy shared last week that Vicki Hollub will retire June 1. Reuters first reported Hollub's plan to retire in March, but a firm date had not been set. Hollub will remain on Oxy's board of directors.

Richard Jackson, who currently serves as Oxy's COO, will replace Hollub in the CEO role.

“It has been a privilege to lead Occidental and work alongside such a talented team for more than 40 years," Hollub shared in a news release. "Following the recently completed decade-long transformation of the company, we now have the best portfolio and the best technical expertise in Occidental’s history. With this strong foundation in place, a clear path forward and a leader like Richard, who has the experience and vision to elevate Occidental, now is the right time for this transition. “I look forward to supporting Richard and the Board through my continued role as a director.”

Hollub has held the top leadership position at Oxy since 2016 and has been with the energy giant for more than 40 years. Before being named CEO, she served as COO and senior executive vice president at the company. She led strategic acquisitions of Anadarko Petroleum in 2019 and CrownRock in 2024, and was the first woman selected to lead a major U.S. oil and gas company.

Hollub also played a key role in leading Oxy's future as a "carbon management company."

Jackson has been with Oxy since 2003. He has held numerous leadership positions, including president of U.S. onshore oil and gas, president of low carbon integrated technologies, general manager of the Permian Delaware Basin and enhanced oil recovery oil and gas, vice president of investor relations, and vice president of drilling Americas.

He was instrumental in launching Oxy Low Carbon Ventures, which focuses DAC, carbon sequestration and low-carbon fuels through businesses like 1PointFive, TerraLithium and others, according to the company. He also serves on the Oil and Gas Climate Initiative’s Climate Investment Board and the American Petroleum Institute’s Upstream Committee. He holds a bachelor's degree in petroleum engineering from Texas A&M University.

Jackson was named COO of Oxy in October 2025. In his new role as CEO, he will also join the board of directors, effective June 1.

“I am grateful to be appointed President and CEO of Occidental and excited about the opportunity to execute from the strong position and capabilities that we built under Vicki’s leadership,” Jackson added in the release. “It means a lot to me personally to be a part of our Occidental team. I am committed to delivering value from our significant and high-quality resource base. We have a tremendous opportunity to focus on organic improvement and execution to deliver meaningful value for our employees, shareholders and partners.”

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