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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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Renewables to play greater role in powering data centers, JLL says

Data analysis

Renewable energy is evolving as the primary energy source for large data centers, according to a new report.

The 2026 Global Data Center Outlook from commercial real estate services giant JLL points out that the pivot toward big data centers being powered by renewable energy stems from rising electricity costs and tightening carbon reduction requirements. In the data center sector, renewable energy, such as solar and wind power, is expected to outcompete fossil fuels on cost, the report says.

The JLL forecast carries implications for the Houston area’s tech and renewable energy sectors.

As of December, Texas was home to 413 data centers, second only to Virginia at 665, according to Visual Capitalist. Dozens more data centers are in the pipeline, with many of the new facilities slated for the Houston, Austin, Dallas-Fort Worth and San Antonio areas.

Amid Texas’ data center boom, several Houston companies are making inroads in the renewable energy market for data centers. For example, Houston-based low-carbon energy supplier ENGIE North America agreed last May to supply up to 300 megawatts of wind power for a Cipher Mining data center in West Texas.

The JLL report says power, not location or cost, will become the primary factor in selecting sites for data centers due to multi-year waits for grid connections.

“Energy infrastructure has emerged as the critical bottleneck constraining expansion [of data centers],” the report says. “Grid limitations now threaten to curtail growth trajectories, making behind-the-meter generation and integrated battery storage solutions essential pathways for sustainable scaling.”

Behind-the-meter generation refers to onsite energy systems such as microgrids, solar panels and solar battery storage. The report predicts global solar capacity will expand by roughly 100 gigawatts between 2026 and 2030 to more than 10,000 gigawatts.

“Solar will account for nearly half of global renewable energy capacity in 2026, and despite its intermittent properties, solar will remain a key source of sustainable energy for the data center sector for years to come,” the report says.

Thanks to cost and sustainability benefits, solar-plus-storage will become a key element of energy strategies for data centers by 2030, according to the report.

“While some of this energy harvesting will be colocated with data center facilities, much of the energy infrastructure will be installed offsite,” the report says.

Other findings of the report include:

  • AI could represent half of data center workloads by 2030, up from a quarter in 2025.
  • The current five-year “supercycle” of data center infrastructure development may result in global investments of up to $3 trillion by 2030.
  • Nearly 100 gigawatts worth of new data centers will be added between 2026 and 2030, doubling global capacity.

“We’re witnessing the most significant transformation in data center infrastructure since the original cloud migration,” says Matt Landek, who leads JLL’s data center division. “The sheer scale of demand is extraordinary.”

Hyperscalers, which operate massive data centers, are allocating $1 trillion for data center spending between 2024 and 2026, Landek notes, “while supply constraints and four-year grid connection delays are creating a perfect storm that’s fundamentally reshaping how we approach development, energy sourcing, and market strategy.”

Houston-based NRG announces new CEO and succession plan

new leader

Houston-based NRG Energy Inc. announced Jan. 7 that it has appointed Robert J. Gaudette as president and CEO. Gaudette took over as president effective Jan. 7 and will assume the role of CEO April 30, coinciding with the company's next stockholder meeting.

Gaudette, who previously served as executive vice president and president of NRG Business and Wholesale Operations, will succeed Lawrence Coben in the leadership roles. Coben will remain an advisor to NRG through the end of the year and will also continue to serve as board chair until April 30. Antonio Carrillo, lead independent director at NRG, will take over as board chair.

"Rob has played a central role in strengthening NRG’s position as a leader in our industry through strategic growth, operational excellence, and customer-focused innovation," Coben said in the news release. "He is a strong, decisive leader with extensive knowledge of our business, markets, and customers. The Board and I are confident that Rob is the right person to lead NRG forward and take the NRG rocket ship to new heights. I can’t wait to see what comes next.”

Gaudette has been with NRG since 2001. He has served as EVP of NRG Business and Market Operations since 2022 and president of NRG Business and Market Operations since 2024. In these roles, he led NRG’s power generation and oversaw its portfolio of commercial and industrial products and services as well as its market operations, according to the company.

He has held various executive leadership roles at NRG. He earned his bachelor's degree in chemistry from The College of William and Mary and an MBA at Rice University, where he was a Jones Scholar. He also served four years as an Army officer.

“It is an honor to be appointed NRG’s next CEO at this transformative time for the energy sector and our company,” Gaudette said in the release. “With NRG’s electricity, natural gas and smart home portfolio, we are ideally positioned to meet America’s evolving energy needs. I am grateful to Larry and all my NRG colleagues, both past and present, who built our great company and positioned us for the future. I look forward to leading our incredible team to deliver affordable, resilient power for the customers and communities we serve, while creating substantial value for our shareholders.”

In addition to its traditional power generation and electricity businesses, NRG has been working to develop a 1-gigawatt virtual power plant by connecting thousands of decentralized energy sources by 2035 in an effort to meet Texas’ surging energy demands.

The company announced partnerships last year with two California-based companies to bolster home battery use and grow its network. NRG has said the VPP could provide energy to 200,000 homes during peak demand.

10+ must-attend Houston energy events happening in Q1 2026

Mark Your Calendar

Editor's note: With the new year comes a new slate of must-attend events for those in the Houston energy sector. We've rounded up a host of events to put on your calendar for Q1, including some that you can attend this month. Plus, other premier annual events will return in February and March 2026 and are currently offering early-bird, discounted registration. Book now.

Jan. 7-8 — AAPG Subsurface Energy to Power Workshop

This two-day AAPG workshop explores the expanding role of natural gas, geothermal, hydrogen, lithium, and uranium in accelerating electricity capacity. Participants will examine innovative solutions designed to reduce reliance on long-distance transmission lines, pipelines, and other costly infrastructure. Throughout the workshop, attendees will gain insight into both the technical deployment of subsurface resources and the land, legal, and permitting factors that influence project development.

This event begins Jan. 7 at Norris Conference Center at CityCentre. Register here.

Jan. 19-22 — PPIM 2026

The 38th international Pipeline Pigging & Integrity Management Conference and Exhibition takes place over four days at the George R. Brown Convention Center and the Hilton Americas. This industry forum is devoted exclusively to pigging for pipeline maintenance and inspection, engineering assessment, repair, risk management, and NDE. Two days of courses will take place Jan. 19-20, followed by the conference on Jan. 21-22, and the exhibition running Jan. 20-22. Register here.

Jan. 22 — MicroSeismic - Romancing Energy Forum

This forum will feature raw, unfiltered stories from the pioneers who changed the trajectory of American Shale. Attendees will gain insights into the playbooks, decisions, data, and lessons learned behind the biggest discoveries and engineering triumphs in modern energy. Keynote speakers include Tom and Diane Gates of Gates Ranch.

This event begins at 8 am on Jan. 22 at Norris Conference Center at CityCentre. Register here.

Jan. 22 — Houston Downton Luncheon: Beyond the Barrel: Pricing, Transition, and Geopolitics in 2026

Women's Energy Network Houston Chapter hosts this January lunch and learn featuring guest speaker Ha Nguyen with S&P Global Energy. Nguyen will discuss the global energy outlook for 2026, with a focus on strategic drivers, such as decarbonization and EV adoption, and a look at Houston's crucial role in the future of the U.S. market.

This event begins at 11:30 am on Jan. 22 at The Houston Club. Register here.

Feb. 18-20 — NAPE Summit Week 2026

NAPE is the energy industry’s marketplace for the buying, selling, and trading of prospects and producing properties. NAPE brings together all industry disciplines and companies of all sizes, and in 2026 it will introduce three new hubs — offshore, data centers, and critical minerals — for more insights, access, and networking opportunities. The event includes a summit, exhibition, and more.

This event begins Feb. 18 at George R. Brown Convention Center. Register here.

Feb. 24-26 — 2026 Energy HPC & AI Conference

The 2026 Energy HPC & AI Conference marks the 19th year for the Ken Kennedy Institute to convene experts from the energy industry, academia, and national labs to share breakthroughs for HPC and AI technologies. The conference returns to Houston with engaging speaker sessions, a technical talk program, networking receptions, add-on workshops, and more.

This event begins Feb. 24 at Rice University's BRC. Register here.

Feb. 26 — February Transition on Tap

Mix and mingle at Greentown Labs' first Transition on Tap event of the year. Meet the accelerator's newest startup members, who are working on innovations ranging from methane capture to emissions-free manufacturing processes to carbon management.

This event begins at 5:30 pm on Feb. 26 at Greentown Labs Houston. Register here.

March 2-4 — The Future Energy Summit

The Future Energy Summit is a premier global event bringing together visionaries, industry leaders, and energy experts to shape the future of energy. The second edition of the conference will provide a platform for groundbreaking discussions, cutting-edge technologies, and transformative strategies that will accelerate the energy transition.

This event begins March 2. Register here.

March 10-12 — World Hydrogen & Carbon Americas

S&P Global Energy brings together two leading events — Carbon Management Americas and World Hydrogen North America — to form a new must-attend event for those in the hydrogen and carbon industries. More than 800 senior leaders from across the energy value chain will attend this event featuring immersive roundtable discussions, hands-on training, real-world case studies, and unparalleled networking opportunities.

This event begins March 10 at Marriott Marquis Houston. Register here.

March 23-27 — CERAWeek 2026

CERAWeek 2026 will focus on "Convergence and Competition: Energy, Technology and Geopolitics." The industry's foremost thought leaders will convene in Houston to cultivate relationships and exchange transformative ideas during the annual event. Through the lens of 16 dynamic themes, CERAWeek 2026 will explore breakthroughs, cross-industry connections, and powerful partnerships that are accelerating the transformation of the global energy system.

This event begins March 23. Register here.

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