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Judge once again rejects Texas-based Tesla's multi-billion-dollar pay package for Elon Musk — now what?

hard no

Lawyers for a Tesla shareholder who sued to block the pay package contended that shareholders who had voted for the 10-year plan in 2018 had been given misleading and incomplete information. Photo via cdn.britannica.com

For a second time, a Delaware judge has nullified a pay package that Tesla had awarded its CEO, Elon Musk, that once was valued at $56 billion.

Last week, Chancellor Kathaleen St. Jude McCormick turned aside a request from Musk's lawyers to reverse a ruling she announced in January that had thrown out the compensation plan. The judge ruled then that Musk effectively controlled Tesla's board and had engineered the outsize pay package during sham negotiations.

Lawyers for a Tesla shareholder who sued to block the pay package contended that shareholders who had voted for the 10-year plan in 2018 had been given misleading and incomplete information.

In their defense, Tesla's board members asserted that the shareholders who ratified the pay plan a second time in June had done so after receiving full disclosures, thereby curing all the problems the judge had cited in her January ruling. As a result, they argued, Musk deserved the pay package for having raised Tesla's market value by billions of dollars.

McCormick rejected that argument. In her 103-page opinion, she ruled that under Delaware law, Tesla's lawyers had no grounds to reverse her January ruling “based on evidence they created after trial.”

What will Musk and Tesla do now?

On Monday night, Tesla posted on X, the social media platform owned by Musk, that the company will appeal. The appeal would be filed with the Delaware Supreme Court, the only state appellate court Tesla can pursue. Experts say a ruling would likely come in less than a year.

“The ruling, if not overturned, means that judges and plaintiffs' lawyers run Delaware companies rather than their rightful owners — the shareholders,” Tesla argued.

Later, on X, Musk unleashed a blistering attack on the judge, asserting that McCormick is “a radical far left activist cosplaying as a judge.”

What do experts say about the case?

Legal authorities generally suggest that McCormick’s ruling was sound and followed the law. Charles Elson, founding director of the Weinberg Center for Corporate Governance at the University of Delaware, said that in his view, McCormick was right to rule that after Tesla lost its case in the original trial, it created improper new evidence by asking shareholders to ratify the pay package a second time.

Had she allowed such a claim, he said, it would cause a major shift in Delaware’s laws against conflicts of interest given the unusually close relationship between Musk and Tesla’s board.

“Delaware protects investors — that’s what she did,” said Elson, who has followed the court for more than three decades. “Just because you’re a ‘superstar CEO’ doesn’t put you in a separate category.”

Elson said he thinks investors would be reluctant to put money into Delaware companies if there were exceptions to the law for “special people.”

What will the Delaware Supreme Court do?

Elson said that in his opinion, the court is likely to uphold McCormick's ruling.

Can Tesla appeal to federal courts?

Experts say no. Rulings on state laws are normally left to state courts. Brian Dunn, program director for the Institute of Compensation Studies at Cornell University, said it's been his experience that Tesla has no choice but to stay in the Delaware courts for this compensation package.

Tesla has moved its legal headquarters to Texas. Does that matter?

The company could try to reconstitute the pay package and seek approval in Texas, where it may expect more friendlier judges. But Dunn, who has spent 40 years as an executive compensation consultant, said it's likely that some other shareholder would challenge the award in Texas because it's excessive compared with other CEOs' pay plans.

“If they just want to turn around and deliver him $56 billion, I can't believe somebody wouldn't want to litigate it,” Dunn said. “It's an unconscionable amount of money.”

Would a new pay package be even larger?

Almost certainly. Tesla stock is trading at 15 times the exercise price of stock options in the current package in Delaware, Morgan Stanley analyst Adam Jonas wrote in a note to investors. Tesla's share price has doubled in the past six months, Jonas wrote. At Monday’s closing stock price, the Musk package is now worth $101.4 billion, according to Equilar, an executive data firm.

And Musk has asked for a subsequent pay package that would give him 25 percent of Tesla's voting shares. Musk has said he is uncomfortable moving further into artificial intelligence with the company if he doesn't have 25 percent control. He currently holds about 13 percent of Tesla's outstanding shares.

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ExxonMobil expands Gulf Coast CCS business with Louisiana deal

carbon contract

Spring-based energy powerhouse ExxonMobil has picked up another project in the carbon capture and storage (CCS) market.

Natural gas pipeline operator Williams Cos. has tapped ExxonMobil to transport and store up to one metric ton per year of CO2 from Williams’ natural gas collection and processing plant in southwest Louisiana’s Haynesville Shale.

Williams will transport natural gas via its Louisiana Energy Gateway pipeline, then process the natural gas and deliver it to the Gulf Coast for export as liquefied natural gas (LNG). The LNG will be used in power generation, residential and commercial heating, and industrial processes.

Williams recently agreed to acquire Momentum Midstream for up to $5.5 billion to expand Williams’ LNG presence in the Haynesville Shale. Haynesville is the country’s third-largest producer of natural gas.

Once the deal closes, Williams will own a $1.5 billion project in southwest Louisiana that will expand capacity of the Transco natural gas distribution system. The system serves power and LNG-export customers. Williams will also gain over 4,000 miles of pipeline and more than one million acres.

While Williams is based in Tulsa, Oklahoma, it has a significant presence in Houston. Last month, Green Street’s Real Estate Alert reported Williams bought the 64-story, 1.4 million-square-foot Williams Tower south of The Galleria from Invesco Real Estate for more than $300 million. The company will occupy about 360,000 square feet in the skyscraper for its Houston hub.

Williams employs about 800 people in Bayou City, including roughly 700 who work at Williams Tower, and plans to hire another 100 by the end of this year.

The Williams deal is ExxonMobil’s seventh CCS contract. ExxonMobil’s CCS portfolio supports LNG, lower-carbon-intensity steel, ammonia, natural gas processing, industrial gases and methanol.

ExxonMobil has established a “carbon superhighway” along the Gulf Coast to fuel its CCS business. The company owns and operates a more than 1,300-mile CO2 pipeline system, the largest in the U.S.

“Carbon capture is becoming an increasingly important part of industrial operations, but capture alone doesn’t solve the problem of high emissions,” says ExxonMobil. “What matters next is how CO2 is transported, used, and stored.”

ExxonMobil’s CCS initiatives are aimed at capturing a chunk of the rapidly growing CCS market in the U.S. Straits Research forecasts the market will grow from $5.66 billion this year to $13.56 billion by 2034.

“It’s not every day you get to witness the birth of a new American industry, but that’s exactly what’s happening right now at the U.S. Gulf Coast,” Dominic Genetti, senior vice president of CCS at ExxonMobil, wrote in an article published last year on the company’s website.

Fervo Energy, Mercury Fund leaders named first experts in residence for TEX-E

energy mentors

Two leading companies in Houston's clean energy scene have been named the Texas Exchange for Energy & Climate Entrepreneurship's first experts in residence.

TEX-E announced this month that Houston-based geothermal unicorn Fervo Energy and venture capital firm Mercury Fund have joined the nonprofit's new Expert-in-Residence partnership. The program aims to connect TEX-E Fellows with "the people and organizations shaping the future of energy and entrepreneurship."

The 2026 TEX-E Fellows were named in June and include 67 students from six Texas universities and the Massachusetts Institute of Technology. Nineteen are from Houston universities. See the full list here.

Through the Expert-in-Residence program, fellows will be able to network and work with:

"More than anything, students need the determination and creativity to step outside of their comfort zones and tackle problems that lack clear answers. At Fervo, we've consistently bet on young people who lack traditional 'hard skills' but are willing to embrace uncertainty and learn on the job. That open-mindedness will take students far," Jewett said in a prepared statement. Fervo named Jewett as COO in June.

TEX-E was founded in 2022 through partnerships with MIT Martin Trust Center for Entrepreneurship and Greentown Labs. It works with university students from six schools: Rice University, University of Houston, Prairie View A&M University, The University of Texas at Austin, Texas A&M University and MIT.

The organization named Houston venture capital and innovation leader Sandy Guitar as its new executive director last year. Guitar previously served as general partner and managing director at Houston-based VC firm HX Venture Fund and is co-founder of Weathergage Capital.

TEX-E is known for its student track within the Energy Venture Day and Pitch Competition at CERAWeek. It awarded $50,000 to student teams from the University of Texas and Rice University. Read more here.

BP to sell Houston’s Archaea Energy after $4.1 billion bet on biogas

RNG exit

Oil and gas conglomerate BP is unloading its Houston-based U.S. renewable natural gas business just four years after buying it.

The British company announced the planned sale of Archaea during its most recent earnings call but offered few details.

On the call, BP’s new CEO, Meg O’Neill, said her company had put Archaea on the market and already had attracted interest from potential buyers. BP acquired Houston-based Archaea Energy, the country’s largest producer of renewable natural gas (RNG), in 2022 for about $4.1 billion.

BP, whose North American headquarters is in Houston, is streamlining its portfolio. As such, O’Neill said Archaea represents a “capital intense” approach to biogas instead of the “capital light” approach BP now favors.

“If there’s somebody who sees an opportunity to create additional value, who will invest in that business, who will build on the foundation, because our team has made really good progress in improving the profitability of that business, then that will be a good outcome,” O’Neill told Wall Street analysts.

The proposed sale of Archaea is part of BP’s effort to sell about $20 billion in assets by the end of next year.

Archaea captures biogas, a natural byproduct of waste decomposition at landfills and dairy farms, and converts it into electricity or RNG. This process leads to cleaner air, less odor, and more sustainable energy than traditional fossil fuels.

Archaea was slated to be a cornerstone of BP’s plan to boost its biogas supply by roughly 600 percent to the equivalent of about 70,000 barrels of oil per day.

Bioenergy had been identified as one of bp’s five pillars of its multibillion-dollar energy transition initiative.

Another pillar: EV charging. Last month, BP agreed to sell its EV charging business in Austria to Switzerland’s Volenergy, along with 250 BP-branded stores and a fleet of business vehicles.

“By concentrating our capital on the assets and markets where BP can be most competitive and best serve customers, we are strengthening our balance sheet and creating a stronger downstream portfolio,” Richard Harding, interim executive vice president of downstream at BP, said of the Volenergy deal.

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