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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8 Houston companies earn CleanTech Breakthrough Awards

winner, winners

Eight cleantech companies with Houston headquarters were recognized in this year’s CleanTech Breakthrough Awards program.

CleanTech Breakthrough, part of market intelligence platform Tech Breakthrough, honors innovative and influential energy, climate, and cleantech companies, products and services.

This year’s winners from Houston are:

CleanTech Analytics Company of the Year: Amperon, a provider of AI-powered energy forecasting software
Overall Hydrogen Solution of the Year: Eclipse Energy, which converts maxed-out oilfields into low-cost sources of hydrogen
Energy Production Company of the Year: Fervo Energy, a provider of geothermal power
Production Solution of the Year: Quaise Energy, a developer of a drilling system for converting traditional power stations into geothermal energy plants
Green Materials Solution of the Year: Solidec, which uses air, water, and electricity to produce chemicals
Hydrogen Production Solution of the Year: VEMA Hydrogen, a producer of renewable hydrogen
CleanTech Analytics Innovation Award: Finland-based Wärtsilä, a provider of advanced energy storage systems and services, which maintains its U.S. headquarters in Houston
Energy Production Platform of the Year: France-based energy giant TotalEnergies, which maintains its U.S. headquarters in Houston

Other Texas companies made the list, including Austin-headquartered Base Power, founded by Justin Lopas and Zach Dell. Zach Dell is the son of Austin billionaire and Houston native Michael Dell, chairman and CEO of Dell Technologies. The company recently started servicing Houston and established an office in Katy.

CleanTech Breakthrough says its annual awards program honors “the visionaries and leaders accelerating the transition to a cleaner, more sustainable future.”

“In a world increasingly focused on sustainability and environmental responsibility, innovation in clean technology has never been more critical,” said Bryan Vaughn, managing director of CleanTech Breakthrough. “This year’s winners represent the very best in ingenuity and execution, delivering solutions that not only reduce environmental impact but also drive efficiency, scalability and real-world results.”

See the full list of the 2026 winners here.

HETI's new executive director takes the helm

new leader

The Houston Energy Transition Initiative has a new executive director.

Sophia Cunningham assumed the position this month, succeeding the organization's founding executive director, Jane Stricker.

"Four years ago, I could never have imagined the opportunities, experiences and relationships this role has enabled," Strickler wrote in an address earlier this year. "I am truly grateful for the support and engagement of Houston’s business and community leaders, the visionary leadership of Bobby Tudor, Scott Nyquist, HETI Members, and the Greater Houston Partnership in creating this initiative at exactly the right moment in time. I am incredibly proud of the HETI and the Partnership team members who have delivered with purpose and passion, and I greatly appreciate Houston’s energy and climate leaders and champions who have supported my agenda, challenged my thinking, broadened my perspectives, and worked with HETI to demonstrate the power of partnership in developing, innovating and advancing the ideas and technologies needed to meet this challenge for our region and the world."

Stricker shared on LinkedIn that she has joined the advisory board of FluxPoint Energy, which launched last month during CERAWeek, in addition to her other roles at Greentown Labs, Prana Low Carbon Economy Investments and UNC Kenan-Flagler Energy Center.

Cunningham previously served as vice president at HETI, where she was responsible for efforts related to carbon capture, use and storage; methane management; community engagement and stakeholder activation. Before joining HETI, she was director of public policy at The Greater Houston Partnership.

She earned her master's in Energy Management and Systems Technology from Texas A&M University and holds a bachelor's degree from Davidson College.

“I’m honored to step into the role of Executive Director of the Houston Energy Transition Initiative at such a pivotal moment for our industry," Cunningham said over email. "Houston has the talent, infrastructure, and leadership to meet growing global energy demand while reducing emissions, and I’m excited to work alongside our members and partners to accelerate solutions that are reliable, affordable, and scalable.”

The Greater Houston Partnership launched HETI in June 2021 to "meet a Dual Challenge of producing more energy that the world needs with less emissions," according to its website.

Pattern Energy expands clean energy portfolio with acquisition of Canadian producer

acquisition closed

Clean energy and transmission infrastructure company Pattern Energy completed the acquisition of Canadian independent power producer Cordelio Power this month.

Pattern Energy, which is headquartered in San Francisco and has major operations in Houston, will now own one of the largest independent clean energy infrastructure platforms in North America, according to a release.

Pattern Energy will add approximately 1,550 megawatts of operating and in-construction assets, including 16 wind, solar and energy storage projects across the United States and Canada, as part of the deal. In addition, they have also acquired the majority of Cordelio’s development pipeline in key U.S. markets and members of Cordelio’s team.

“Closing this transaction marks a significant milestone for Pattern Energy as we continue to scale our platform to meet North America’s growing energy needs,” Hunter Armistead, CEO of Pattern Energy, said in the release. “Cordelio brings a highly complementary portfolio of quality assets and a talented team. Together, we are even better positioned to power the future.”

Currently, Pattern Energy’s portfolio includes wind, solar and energy storage projects in over 40 facilities in North America. Pattern Energy had 12,000 megawatts of operating and in-construction capacity before the deal.

The acquisition was first announced Jan. 6, 2025.

“Pattern and Cordelio share a commitment to responsible development and the communities in which we work,” Chris Hind, CEO of Cordelio Power, said in a news release. “We look forward to joining with Pattern Energy to deliver high-quality projects with expanded product offerings to support customers across more markets.”

Pattern Energy doubled down on its Houston commercial space in 2023, moving the company's development, meteorological, transmission and energy trading teams to a new office in the Montrose Collective. The company's Operations Control Center is also based in Houston.

Its Houston-based development team was assigned to work on Pattern's SunZia Transmission and Wind project in New Mexico and Arizona, expected to be one of the largest clean energy infrastructure projects in U.S. The project is targeting commercial operations this year, according to Pattern Energy's website.

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