Here's how Texan Elon Musk's unprecedented pay package compares to his peers. Photo via Getty Images

Even though the median U.S. CEO pay package last year was nearly 200 times more than a worker in the middle of their company pay scales, Elon Musk's record-setting Tesla compensation dwarfs them by comparison.

Tesla shareholders on Thursday voted overwhelmingly in favor of restoring Musk's 10-year pay plan, valued by the company in April at $44.9 billion. It was worth more early in the year, but Tesla's stock value has fallen about 25% since then.

The all-stock package, approved by the board and shareholders in 2018, rewards Musk for hitting milestones that include raising Tesla's market value, pretax income and revenue.

It had been tossed out by a Delaware judge in January who said the process for approving it was “deeply flawed.” The court ruled that Musk controlled the company's board, and shareholders weren't fully informed.

But the company said Musk deserves the pay because he turned Tesla into the top-selling electric vehicle maker in the world, increasing its market value by billions.

Even with the reapproval vote, Musk won't get access to the stock options just yet. Tesla is expected to ask the judge to revisit her decision in light of the vote, and if she doesn't, the company probably will appeal the ruling to Delaware's Supreme Court. The whole process could take months.

No matter the outcome, Musk's package — the largest award to a CEO of a U.S. public company — is far above what's been granted to other chief executives. Here's how the package compares:

WITH THE MEDIAN CEO PAY

The median pay package for an S&P 500 U.S. CEO last year was $16.3 million, according to data analyzed for The Associated Press by Equilar. If you multiply that by 10 to get $163 million for a decade of work, Musk's earnings still would be 275 times greater.

In her January ruling that struck down the package, Delaware Chancellor Kathaleen St. Jude McCormick wrote that Musk's package, then worth about $56 billion, was 250 times larger than the median peer CEO's pay plan.

WITH INDIVIDUAL CEOS

The top earner in the AP's survey was Hock Tan, CEO of artificial intelligence company Broadcom Inc. His package, mostly consisting of stock awards, was valued at about $162 million, when given to Tan at the start of fiscal 2023. Thanks to a surging stock price, Broadcom in March valued Tan’s pay package, plus older options he hadn’t yet cashed in, at $767.7 million. That's an amount easily eclipsed by Musk’s potential haul of 304 million shares worth almost $45 billion.

Other CEOs at the top of AP's survey are William Lansing of Fair Isaac Corp, ($66.3 million); Tim Cook of Apple Inc. ($63.2 million); Hamid Moghadam of Prologis Inc. ($50.9 million); and Ted Sarandos, co-CEO of Netflix ($49.8 million).

Technically, Musk got no compensation last year because he didn't get any stock options. But he stands to get even richer if his pay package goes through.

WITH TESLA WORKERS

It's difficult to calculate what Musk's annual pay would have been last year. The company says he got nothing. But if his compensation package makes it through the courts, his pay will be in the billions. According to the company's proxy filing this year, the median annual pay of a non-CEO Tesla employee last year was $45,811.

The pay package is likely to remain tied up in the Delaware Chancery Court and Supreme Court for months as Tesla tries to overturn the Delaware judge's rejection. Photo via Getty Images

Elon Musk gets green light from shareholders to get back $44.9B Tesla pay package

bullish on EVs

Tesla shareholders voted Thursday to restore CEO Elon Musk's record $44.9 billion pay package that was thrown out by a Delaware judge earlier this year, sending a strong vote of confidence in his leadership of the world's largest electric vehicle maker.

The favorable vote doesn’t necessarily mean that Musk will get the all-stock compensation anytime soon. The package is likely to remain tied up in the Delaware Chancery Court and Supreme Court for months as Tesla tries to overturn the Delaware judge's rejection.

Musk has raised doubts about his future with Tesla this year, writing on X, the social media platform he owns, that he wanted a 25% stake in the company in order to stop him from taking artificial intelligence development elsewhere. The higher stake is needed to control the use of AI, he has said.

Tesla also has struggled with falling sales and profit margins as demand for electric vehicles slows worldwide.

But at the company's annual meeting Thursday in Austin, Texas, Musk reassured shareholders that he will stick around, telling them he can't sell any stock in the compensation package for five years.

“It's not actually cash, and I can't cut and run, nor would I want to,” he said.

The company said late Thursday that shareholders had voted for Musk's compensation plan, which initially was approved by the board and stockholders six years ago.

Tesla last valued the package at $44.9 billion in an April regulatory filing. It was once as much as $56 billion but has declined in value in tandem with Tesla's stock, which has dropped about 25% so far this year.

Chancellor Kathaleen St. Jude McCormick ruled in January in a shareholder’s lawsuit that Musk essentially controlled the Tesla board when it ratified the package in 2018, and that it failed to fully inform shareholders who approved it the same year.

Tesla has said it would appeal, but asked shareholders to reapprove the package at Thursday’s annual meeting.

A separate vote approved moving the company’s legal home to Texas to avoid the courts in Delaware, where Tesla is registered as a corporation.

“Its incredible," a jubilant Musk told the crowd gathered at Tesla's headquarters and large factory in Austin, Texas. “I think we’re not just opening a new chapter for Tesla, we’re starting a new book.”

Musk and Tesla didn’t win everything. Shareholders approved measures that trimmed board member terms from three years to one and cut the required vote on shareholder proposals to a simple majority.

Legal experts say the issue of Musk’s pay will still be decided in Delaware, largely because Musk’s lawyers have assured McCormick they won’t try to move the case to Texas.

But they differ on whether the new ratification of the pay package will make it easier for Tesla to get it approved.

Charles Elson, a retired professor and founder of the corporate governance center at the University of Delaware, said he doesn’t think the vote will influence McCormick, who issued a decision based on the law.

McCormick’s ruling essentially made the 2018 compensation package a gift to Musk, Elson said, and that would need unanimous shareholder approval, an impossible threshold. The vote, he said, is interesting from a public perception standpoint, but “in my view it does not affect the ruling.”

John Lawrence, a Dallas-based lawyer with Baker Botts who defends corporations against shareholder lawsuits, agreed the vote doesn’t end the legal dispute and automatically give Musk the stock options. But he says it gives Tesla a strong argument to get the ruling overturned.

He expects Musk and Tesla to argue that shareholders were fully informed before the latest votes, so McCormick should reverse her decision. But the plaintiff in the lawsuit will argue that the vote has no impact and isn’t legally binding, Lawrence said.

The vote, he said, was done under Delaware law and should be considered by the judge.

“This shareholder vote is a strong signal that you now have an absolutely well-informed body of shareholders,” he said. “The judge in Delaware still could decide that this doesn’t change a thing about her prior ruling and doesn’t require her to make any different ruling going forward. But I think it definitely gives Tesla and Musk strong ammunition to try to get her to revisit this.”

If the ruling stands, then Musk likely will appeal to the Delaware Supreme Court, Lawrence said.

Multiple institutional investors have come out against Musk’s sizeable payout, some citing the company’s recent struggles. But analysts said votes by individual shareholders likely put Musk’s pay over the top.

Early Friday, Tesla disclosed that shareholders voted for Musk's pay package by 1,760,780,650 to 528,908,419, with about 77% of all votes in favor. The company's shares jumped 3% by the time the markets closed Thursday and were up 1.2% in premarket trading early Friday.

After the votes were announced, Musk began telling shareholders about new developments in the company's “Full Self-Driving” system. He has staked the company's future on development of autonomous vehicles, robots and artificial intelligence.

“Full Self-Driving” keeps improving with new versions, and its safety per mile is better than human drivers, Musk said.

"This is actually going to work. This is going to happen. Mark my words, this is just a matter of time,” he said.

Despite its name, “Full Self-Driving” can’t drive itself, and the company says human drivers must be ready to intervene at all times. Tesla’s “Full Self-Driving” hardware went on sale late in 2015, and Musk has used the name ever since as the company gathered data to teach its computers how to drive.

In 2019, Musk promised a fleet of autonomous robotaxis by 2020, and he said in early 2022 that the cars would be autonomous that year. In April of last year, Musk said the system should be ready in 2023.

Since 2021, Tesla has been beta-testing “Full Self-Driving” using volunteer owners. U.S. safety regulators last year made Tesla recall the software after finding that the system misbehaved around intersections and could violate traffic laws.

Musk also said the company is making huge progress on its Optimus humanoid robot. Currently it has two working at its factory in Fremont, California, that take battery cells off a production line and put them in shipping containers, he said.

Despite laying off the team working on Tesla’s Supercharger electric vehicle charging network, Musk said he thinks the company will deploy more chargers this year “that are actually working” than the rest of the industry. In the second half of the year, he expects to spend $500 million on Superchargers, Musk said.

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

Future of Elon Musk, Tesla on the line this week as shareholders vote on massive pay package

TBD

If Tesla shareholders vote against restoring Elon Musk's $44.9 billion pay package Thursday, the CEO could deliver on threats to take artificial intelligence research to one of his other companies. Or he could even could walk away.

If they approve the all-stock compensation package that was thrown out by a Delaware judge in January, it would almost guarantee he would remain at the company he grew to be the world leader in electric vehicles, shifting to AI and robotics including autonomous vehicles, which Musk says is Tesla's future.

But even with reapproval at Thursday's annual shareholders' meeting, which many analysts say is likely, there would be uncertainty. Musk has threatened on X, his social media platform, to develop AI elsewhere if he doesn't get a 25 percent stake in Tesla (He owns about 13 percent now). Musk's xAI recently received $6 billion in funding to develop artificial intelligence.

Wedbush Analyst Dan Ives said he expects the package to be overwhelmingly reapproved, ending a lot of uncertainty with Musk. “This issue has been an overhang on Tesla’s stock, and this will be important to move this distraction in the rearview mirror,” Ives wrote in a note to investors.

Shares of Tesla Inc. have slumped more than 30 percent this year with the company warning of “notably lower” sales growth in 2024.

Also on the shareholder ballot is the related issue of moving the electric vehicle maker's legal home out of Delaware to Texas.

The move is designed to escape from the Delaware court's oversight and possibly a ruling from Chancellor Kathaleen St. Jude McCormick that invalidated Musk's pay package. In a January opinion on a shareholder lawsuit, the judge determined that Musk controlled the Tesla board and is not entitled to the landmark package once worth nearly $56 billion.

Multiple institutional investors have come out against that sizeable payout, some citing falling vehicle sales, price cuts and the tumbling Tesla stock price. But Tesla's top five institutional shareholders, Vanguard, BlackRock, State Street, Geode Capital, and Capital Research either said they don't announce their votes or wouldn't comment. They control about 17 percent of the votes.

Erik Gordon, a business and law professor at the University of Michigan, said individual shareholders are likely to vote for the package, and they own more than half of Tesla's shares.

One institutional investor who came out against the package is California's State Teachers Retirement System. The large pension fund said Tuesday that it would vote against Musk's pay "based on its sheer magnitude, and because the award would be extremely dilutive to shareholders. We also have concerns with the lack of focus on profitability for the company.”

In May, two big shareholder advisory firms, ISS and Glass Lewis, recommended voting against the package.

But Tesla and Musk have unleashed a furious lobbying effort to get the package approved, in posts on X, television appearances and in proxy filings with the U.S. Securities and Exchange Commission.

“Only 2 days left to protect & help grow the value of your investment in $TSLA by voting FOR ratification of the 2018 CEO Performance Award,” Tesla posted on X early Tuesday.

Tesla Chairwoman Robyn Denholm, in a letter to shareholders, wrote that the package was approved by 73 percent of the vote six years ago. “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. 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,” she wrote.

Tesla has said the 2018 award incentivized Musk to create over $735 billion in value for shareholders in the six years since it was approved.

If Tesla finalizes the vote on moving the company's legal home to Texas before the vote on Musk’s pay package, and it manages to file the paperwork in Austin and get approval of the move, then the effect of the Delaware court ruling could be in doubt. Reapproval of the pay package would then be done as a Texas corporation and could fall under the purview of Texas courts.

Anticipating a quick move by Tesla, lawyers for the shareholder who filed the lawsuit seeking to block Musk’s pay deal, Richard Tornetta, filed motions in Delaware last month seeking an order stopping Tesla from trying to move the case. Tesla responded in letters to the judge that there is no cause for such concerns because they won’t seek a move. Besides, Tesla would still be a Delaware corporation at the time of this week's shareholder vote, they wrote.

In an order denying Tornetta’s motions, Chancellor McCormick wrote that she interprets Tesla’s letters to mean it has no intention of relocating the case to Texas. “The defendants’ statements give me great comfort,” she wrote.

Eric Talley, a Columbia University law professor, said the lawyers are unlikely to try to move the case because their livelihood is handling business cases in Delaware courts.

But it’s also possible that the unpredictable Musk could change lawyers.

McCormick, Talley said, is telling the lawyers “OK, I’m going to believe you, but I’m going to be really irritated if this is a big send up for these things that you said you’re not going to do.”

Talley, who also is a Tesla shareholder and said at present he plans to vote against Musk’s pay, expects Tesla to follow through with appealing McCormick’s ruling to the Delaware Supreme Court.

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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Texas Gov. Greg Abbott demands answers from Houston power company following Beryl

investigation incoming

With around 270,000 homes and businesses still without power in the Houston area almost a week after Hurricane Beryl hit Texas, Gov. Greg Abbott on Sunday said he's demanding an investigation into the response of the utility that serves the area as well as answers about its preparations for upcoming storms.

“Power companies along the Gulf Coast must be prepared to deal with hurricanes, to state the obvious,” Abbott said at his first news conference about Beryl since returning to the state from an economic development trip to Asia.

While CenterPoint Energy has restored power to about 2 million customers since the storm hit on July 8, the slow pace of recovery has put the utility, which provides electricity to the nation’s fourth-largest city, under mounting scrutiny over whether it was sufficiently prepared for the storm that left people without air conditioning in the searing summer heat.

Abbott said he was sending a letter to the Public Utility Commission of Texas requiring it to investigate why restoration has taken so long and what must be done to fix it. In the Houston area, Beryl toppled transmission lines, uprooted trees and snapped branches that crashed into power lines.

With months of hurricane season left, Abbott said he's giving CenterPoint until the end of the month to specify what it'll be doing to reduce or eliminate power outages in the event of another storm. He said that will include the company providing detailed plans to remove vegetation that still threatens power lines.

Abbott also said that CenterPoint didn't have “an adequate number of workers pre-staged" before the storm hit.

Following Abbott's news conference, CenterPoint said its top priority was “power to the remaining impacted customers as safely and quickly as possible,” adding that on Monday, the utility expects to have restored power to 90% of its customers. CenterPoint said it was committed to working with state and local leaders and to doing a “thorough review of our response.”

CenterPoint also said Sunday that it’s been “investing for years” to strengthen the area’s resilience to such storms.

The utility has defended its preparation for the storm and said that it has brought in about 12,000 additional workers from outside Houston. It has said it would have been unsafe to preposition those workers inside the predicted storm impact area before Beryl made landfall.

Brad Tutunjian, vice president for regulatory policy for CenterPoint Energy, said last week that the extensive damage to trees and power poles hampered the ability to restore power quickly.

A post Sunday on CenterPoint's website from its president and CEO, Jason Wells, said that over 2,100 utility poles were damaged during the storm and over 18,600 trees had to be removed from power lines, which impacted over 75% of the utility's distribution circuits.

Things to know: Beryl in the rearview, Devon Energy's big deal, and events not to miss

taking notes

Editor's note: Dive headfirst into the new week with three quick things to catch up on in Houston's energy transition.

Hurricane Beryl's big impact

Hundreds of thousands of people in the Houston area likely won’t have power restored until this week, as the city swelters in the aftermath of Hurricane Beryl.

The storm slammed into Texas on July 8, knocking out power to nearly 2.7 million homes and businesses and leaving huge swaths of the region in the dark and without air conditioning in the searing summer heat.

Although repairs have restored power to nearly 1.4 million customers, the scale of the damage and slow pace of recovery has put CenterPoint Energy, which provides electricity to the nation's fourth-largest city, under mounting scrutiny over whether it was sufficiently prepared for the storm and is doing enough now to make things right.

Some frustrated residents have also questioned why a part of the country that is all too familiar with major storms has been hobbled by a Category 1 hurricane, which is the weakest kind. But a storm's wind speed, alone, doesn't determine how dangerous it can be. Click here to continue reading this article from the AP.

Big deal: Devon Energy to acquire Houston exploration, production biz in $5B deal

Devon Energy is buying Grayson Mill Energy's Williston Basin business in a cash-and-stock deal valued at $5 billion as consolidation in the oil and gas sector ramps up.

The transaction includes $3.25 billion in cash and $1.75 billion in stock.

Grayson Mill Energy, based in Houston, is an oil and gas exploration company that received an initial investment from private equity firm EnCap Investments in 2016.

The firm appears to be stepping back from energy sector as it sells off assets. Last month EnCap-backed XCL Resources sold its Uinta Basin oil and gas assets to SM Energy Co. and Northern Oil and Gas in a transaction totaling $2.55 billion. EnCap had another deal in June as well, selling some assets to Matador Resources for nearly $2 billion. Click here to continue reading.

Events not to miss

Put these Houston-area energy-related events on your calendar.

  • 2024 Young Leaders Institute: Renewable Energy and Climate Solutions is taking place July 15 to July 19 at Asia Society of Texas. Register now.
  • CCS/Decarbonization Project Development, Finance and Investment, taking place July 23 to 25, is the deepest dive into the economic and regulatory factors driving the success of the CCS/CCUS project development landscape. Register now.
  • The 5th Texas Energy Forum 2024, organized by U.S. Energy Stream, will take place on August 21 and 22 at the Petroleum Club of Houston. Register now.

Growing Houston biotech company expands leadership as it commercializes sustainable products

onboarding

Houston-based biotech company Cemvita recently tapped two executives to help commercialize its sustainable fuel made from carbon waste.

Nádia Skorupa Parachin came aboard as vice president of industrial biotechnology, and Phil Garcia was promoted to vice president of commercialization.

Parachin most recently oversaw several projects at Boston-based biotech company Ginkjo Bioworks. She previously co-founded Brazilian biotech startup Integra Bioprocessos.

Parachin will lead the Cemvita team that’s developing technology for production of bio-manufactured oil.

“It’s a fantastic moment, as we’re poised to take our prototyping to the next level, and all under the innovative direction of our co-founder Tara Karimi,” Parachin says in a news release. “We will be bringing something truly remarkable to market and ensuring it’s cost-effective.”

Moji Karimi, co-founder and CEO of Cemvita, says the hiring of Parachin represents “the natural next step” toward commercializing the startup’s carbon-to-oil process.

“Her background prepared her to bring the best out of the scientists at the inflection point of commercialization — really bringing things to life,” says Moji Karimi, Tara’s brother.

Parachin joins Garcia on Cemvita’s executive team.

Before being promoted to vice president of commercialization, Garcia was the startup’s commercial director and business development manager. He has a background in engineering and business development.

Founded in 2017, Cemvita recently announced a breakthrough that enables production of large quantities of oil derived from carbon waste.

In 2023, United Airlines agreed to buy up to one billion gallons of sustainable aviation fuel from Cemvita’s first full-scale plant over the course of 20 years.

Cemvita’s investors include the UAV Sustainable Flight Fund, an investment arm of Chicago-based United; Oxy Low Carbon Ventures, an investment arm of Houston-based energy company Occidental Petroleum; and Japanese equipment and machinery manufacturer Mitsubishi Heavy Industries.