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.

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

Tesla attorneys ask judge to vacate decision invalidating massive pay package for Elon Musk

a request

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.

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

How Elon Musk's $44.9B Tesla pay package compares with the most generous plans for other U.S. CEOs

stacking up

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.

Ad Placement 300x100

Ad Placement 300x600

CultureMap Emails are Awesome

Property Showcase

6 major acquisitions that fueled the Houston energy sector in 2025

2025 In Review

Editor's note: As 2025 comes to a close, we're revisiting the biggest headlines and major milestones of the energy transition sector this year. Here are six major acquisitions that fueled the Houston energy industry in 2025:

Houston-based Calpine Corp. to be acquired in clean energy megadeal

Houston's Calpine Corp. will be acquired by Baltimore-based nuclear power company Constellation Energy Corp. Photo via DOE

In January 2025, Baltimore-based nuclear power company Constellation Energy Corp. and Houston-based Calpine Corp. entered into an agreement where Constellation would acquire Calpine in a cash and stock transaction with an overall net purchase price of $26.6 billion. The deal received final regulatory clearance this month.

Investment giant to acquire TXNM Energy for $11.5 billion

Blackstone Infrastructure, an affiliate of Blackstone Inc., will acquire a major Texas electricity provider. Photo via Shutterstock

In May 2025, Blackstone Infrastructure, an investment giant with $600 million in assets under management, agreed to buy publicly traded TXNM Energy in a debt-and-stock deal valued at $11.5 billion. The deal recently cleared a major regulatory hurdle, but still must be approved by the Public Utility Commission of Texas.

Houston's Rhythm Energy expands nationally with clean power acquisition

PJ Popovic, founder and CEO of Houston-based Rhythm Energy, which has acquired Inspire Clean Energy. Photo courtesy of Rhythm

Houston-based Rhythm Energy Inc. acquired Inspire Clean Energy in June 2025 for an undisclosed amount. The deal allowed Rhythm to immediately scale outside of Texas and into the Northeast, Midwest and mid-Atlantic regions.

Houston American Energy closes acquisition of New York low-carbon fuel co.

Houston American Energy Corp. has acquired Abundia Global Impact Group, which converts plastic and certified biomass waste into high-quality renewable fuels. Photo via Getty Images.

Renewable energy company Houston American Energy Corp. (NYSE: HUSA) acquired Abundia Global Impact Group in July 2025. The acquisition created a combined company focused on converting waste plastics into high-value, drop-in, low-carbon fuels and chemical products.

Chevron gets green light on $53 billion Hess acquisition

With the deal, Chevron gets access to one of the biggest oil finds of the decade. Photo via Chevron

In July 2025, Houston-based Chevron scored a critical ruling in Paris that provided the go-ahead for a $53 billion acquisition of Hess and access to one of the biggest oil finds of the decade. Chevron completed its acquisition of Hess shortly after the ruling from the International Chamber of Commerce in Paris.

Investors close partial acquisition of Phillips 66 subsidiary with growing EV network

Two investment firms have scooped up the majority stake in JET, a subsidiary of Phillips 66 with a rapidly growing EV charging network. Photo via Jet.de Facebook.

In December 2025, Energy Equation Partners, a London-based investment firm focused on clean energy companies, and New York-based Stonepeak completed the acquisition of a 65 percent interest in JET Tankstellen Deutschland GmbH, a subsidiary of Houston oil and gas giant Phillips 66.

Houston researchers develop energy-efficient film for AI chips

AI research

A team of researchers at the University of Houston has developed an innovative thin-film material that they believe will make AI devices faster and more energy efficient.

AI data centers consume massive amounts of electricity and use large cooling systems to operate, adding a strain on overall energy consumption.

“AI has made our energy needs explode,” Alamgir Karim, Dow Chair and Welch Foundation Professor at the William A. Brookshire Department of Chemical and Biomolecular Engineering at UH, explained in a news release. “Many AI data centers employ vast cooling systems that consume large amounts of electricity to keep the thousands of servers with integrated circuit chips running optimally at low temperatures to maintain high data processing speed, have shorter response time and extend chip lifetime.”

In a report recently published in ACS Nano, Karim and a team of researchers introduced a specialized two-dimensional thin film dielectric, or electric insulator. The film, which does not store electricity, could be used to replace traditional, heat-generating components in integrated circuit chips, which are essential hardware powering AI.

The thinner film material aims to reduce the significant energy cost and heat produced by the high-performance computing necessary for AI.

Karim and his former doctoral student, Maninderjeet Singh, used Nobel prize-winning organic framework materials to develop the film. Singh, now a postdoctoral researcher at Columbia University, developed the materials during his doctoral training at UH, along with Devin Shaffer, a UH professor of civil engineering, and doctoral student Erin Schroeder.

Their study shows that dielectrics with high permittivity (high-k) store more electrical energy and dissipate more energy as heat than those with low-k materials. Karim focused on low-k materials made from light elements, like carbon, that would allow chips to run cooler and faster.

The team then created new materials with carbon and other light elements, forming covalently bonded sheetlike films with highly porous crystalline structures using a process known as synthetic interfacial polymerization. Then they studied their electronic properties and applications in devices.

According to the report, the film was suitable for high-voltage, high-power devices while maintaining thermal stability at elevated operating temperatures.

“These next-generation materials are expected to boost the performance of AI and conventional electronics devices significantly,” Singh added in the release.

---

This article originally appeared on our sister site, InnovationMap.

Energy expert: What 2025 revealed about the evolution of Texas power

guest column

2025 marked a pivotal year for Texas’ energy ecosystem. Rising demand, accelerating renewable integration, tightening reserve margins and growing industrial load reshaped the way policymakers, utilities and the broader market think about reliability.

This wasn’t just another year of operational challenges; it was a clear signal that the state is entering an era where growth and innovation must move together in unison if Texas is going to keep pace.

What happened in 2025 is already influencing the decisions utilities, regulators and large energy consumers will make in 2026 and beyond. If Texas is going to remain the nation’s proving ground for large-scale energy innovation, this year made one thing clear: we need every tool working together and working smarter.

What changed: Grid, policy & the growth of renewables

This year, ERCOT recorded one of the steepest demand increases in its history. From January through September 2025, electricity consumption reached 372 terawatt-hours (TWh), a 5 percent increase over the previous year and a 23 percent jump since 2021. That growth officially positions ERCOT as the fastest-expanding large grid in the country.

To meet this rising load, Texas leaned heavily on clean energy. Solar, wind and battery storage served approximately 36 percent of ERCOT’s electricity needs over the first nine months of the year, a milestone that showcased how quickly Texas has diversified its generation mix. Utility-scale solar surged to 45 TWh, up 50 percent year-over-year, while wind generation reached 87 TWh, a 36 percent increase since 2021.

Battery storage also proved its value. What was once niche is now essential: storage helped shift mid-day excess solar to evening peaks, especially during a historic week in early spring when Texas hit new highs for simultaneous wind, solar and battery output.

Still, natural gas remained the backbone of reliability. Dispatchable thermal resources supplied more than 50 percent of ERCOT’s power 92 percent of the time in Q3 2025. That dual structure of fast-growing renewables backed by firm gas generation is now the defining characteristic of Texas’s energy identity.

But growth cuts both ways. Intermittent generation is up, yet demand is rising faster. Storage is scaling, but not quite at the rate required to fill the evening reliability gap. And while new clean-energy projects are coming online rapidly, the reality of rising population, data center growth, electrification and heavy industrial expansion continues to outpace the additions.

A recent forecast from the Texas Legislative Study Group projects demand could climb another 14 percent by mid-2026, tightening reserve margins unless meaningful additions in capacity, or smarter systemwide usage, arrive soon.

What 2025 meant for the energy ecosystem

The challenges of 2025 pushed Texas to rethink reliability as a shared responsibility between grid operators, generation companies, large load customers, policymakers and consumers. The year underscored several realities:

1. The grid is becoming increasingly weather-dependent. Solar thrives in summer; wind dominates in spring and winter. But extreme heat waves and cold snaps also push demand to unprecedented levels. Reliability now hinges on planning for volatility, not just averages.

2. Infrastructure is straining under rapid load growth. The grid handled multiple stress events in 2025, but it required decisive coordination and emerging technologies, such as storage methods, to do so.

3. Innovation is no longer optional. Advanced forecasting, grid-scale batteries, demand flexibility tools, and hybrid renewable-gas portfolios are now essential components of grid stability.

4. Data centers and industrial electrification are changing the game. Large flexible loads present both a challenge and an opportunity. With proper coordination, they can help stabilize the grid. Without it, they can exacerbate conditions of scarcity.

Texas can meet these challenges, but only with intentional leadership and strong public-private collaboration.

The system-level wins of 2025

Despite volatility, 2025 showcased meaningful progress:

Renewables proved their reliability role. Hitting 36 percent of ERCOT’s generation mix for three consecutive quarters demonstrates that wind, solar and batteries are no longer supplemental — they’re foundational.

Storage emerged as a real asset for reliability. Battery deployments doubled their discharge records in early 2025, showing the potential of short-duration storage during peak periods.

The dual model works when balanced wisely. Natural gas continues to provide firm reliability during low-renewable hours. When paired with renewable growth, Texas gains resilience without sacrificing affordability.

Energy literacy increased across the ecosystem. Communities, utilities and even industrial facilities are paying closer attention to how loads, pricing signals, weather and grid conditions interact—a necessary cultural shift in a fast-changing market.

Where Texas goes in 2026

Texas heads into 2026 with several unmistakable trends shaping the road ahead. Rate adjustments will continue as utilities like CenterPoint request cost recovery to strengthen infrastructure, modernize outdated equipment and add the capacity needed to handle record-breaking growth in load.

At the same time, weather-driven demand is expected to stay unpredictable. While summer peaks will almost certainly set new records, winter is quickly becoming the bigger wild card, especially as natural gas prices and heating demand increasingly drive both reliability planning and consumer stress.

Alongside these pressures, distributed energy is set for real expansion. Rooftop solar, community battery systems and hybrid generation-storage setups are no longer niche upgrades; they’re quickly becoming meaningful grid assets that help support reliability at scale.

And underlying all of this is a cultural shift toward energy literacy. The utilities, regulators, businesses, and institutions that understand load flexibility, pricing signals and efficiency strategies will be the ones best positioned to manage costs and strengthen the grid. In a market that’s evolving this fast, knowing how we use energy matters just as much as knowing how much.

The big picture: 2025 as a blueprint for a resilient future

If 2025 showed us anything, it’s that Texas can scale innovation at a pace few states can match. We saw record renewable output, historic storage milestones and strong thermal performance during strain events. The Texas grid endured significant stress but maintained operational integrity.

But it also showed that reliability isn’t a static achievement; it’s a moving target. As population growth, AI and industrial electrification and weather extremes intensify, Texas must evolve from a reactive posture to a proactive one.

The encouraging part is that Texas has the tools, the talent and the market structure to build one of the most resilient and future-ready power ecosystems in the world. The test ahead isn’t whether we can generate enough power; it’s whether we can coordinate systems, technologies and market behavior fast enough to meet the moment.

And in 2026, that coordination is precisely where the opportunity lies.

———

Sam Luna is director at BKV Energy, where he oversees brand and go-to-market strategy, customer experience, marketing execution, and more.

View All Listings

ENERGYCAPITALHTX EMAILS ARE AWESOME