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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Reliant, GM Energy team up on free renewable energy EV charging

plugging in

Reliant Energy and GM Energy are advancing a new renewable energy electricity plan that will “accelerate the clean energy journey for the two companies and their customers,” according to a news release.

Houston-based Reliant and GM Energy will be offering free nighttime charging for Chevrolet electric vehicle drivers that enroll in the new Reliant FreeCharge Nights.

The Reliant FreeCharge Nights plan will be available to existing and new Reliant electricity customers, and provides a monthly bill credit that offsets the energy charges incurred from charging the qualifying EV between 11 pm and 6 am. Customers must first designate one EV to receive the charging credit in their GM Energy Smart Charging Portal before signing up for the plan.

“As we continue to shape the future of EV charging and energy management for our customers, our work alongside Reliant in Texas is a sign of our commitment to working with industry leaders to facilitate more solutions that make EV adoption an easy decision,” Aseem Kapur, chief revenue officer, GM Energy, says in a news release. “The Reliant Free Charge Nights plan is a great example of how an automaker and an energy company can work together to build the ecosystem to support the all-electric future.”

Over 150 Chevrolet dealerships can now offer the plan to EV drivers upon vehicle purchase across Texas. The plan will be powered by 100 percent renewable energy through the purchase of renewable energy certificates (RECs) equal to the customer’s electricity usage.

“We’re excited to help Chevrolet EV drivers offset the cost of charging their vehicle all while having access to a renewable electricity plan,” Rasesh Patel, president, NRG Consumer, said in a news release.

25 years of innovation: Repsol exec on Houston's role in the energy transition

the view from heti

Houston hosted the inaugural Energy + Climate Startup Week in September, which brought together leading energy and climate venture capital investors, industry leaders and startups from around the world to showcase the most innovative companies and technologies that are transforming the energy industry while driving a sustainable, low-carbon energy future.

Repsol was one of the inaugural sponsors for the weeks kick off event that hosted several leading startups. This year marked 25 years of energy innovation for Repsol in the United States. As the energy landscape evolves, Repsol has committed to significant growth in renewable capacity, with an impressive 720 MW of solar and storage capacity already operational and 1.5 GW under construction.

Caton Fenz, CEO for Repsol’s Renewables North America shares more about Repsol’s approach to expanding its renewable footprint, integrating green energy into its core business and leveraging Houston’s unique role as a leader in the energy transition. Here’s an inside look at Repsol’s milestones and future goals in the journey toward decarbonization and a sustainable energy future.

Can you tell us more about Repsol’s strategy for expanding its renewables business?

This year Repsol is celebrating 25 years of energy development in the United States. Across the US, we have a team of more than 800 employees, with more than 130 employees working in the renewables business specifically.

Repsol’s growth ambition in the US renewable energy market is significant. Since launching our renewables activity in the US three years ago, we have installed more than 720 MW of solar generation and energy storage capacity. Today we have more than 1.5 GW of additional solar and energy storage capacity under construction, and more than 20 GW of solar, wind and energy storage in development across 13 states.

How does Repsol plan to integrate renewable energy sources into its broader business model?

Repsol Renewables operates in accordance with Repsol’s values and strategies. Renewable energy generation is one of the pillars of Repsol’s decarbonization strategy. Repsol will invest between €3 and 4 billion to organically develop its global project portfolio and aims to reach between 9,000 MW and 10,000 MW of installed capacity by 2027. Of this, 30% will be in the United States.

With these objectives in mind, we have been able to accelerate the development of wind, solar, and energy storage across the US market and the globe. By expanding our renewable energy business, we can further meet record demand growth for renewable energy.

What are the key projects or milestones that have been achieved within Repsol’s renewables portfolio so far?

Earlier this year, we announced the commercial operation of Frye Solar, our largest solar project worldwide. This project, located in Swisher County, Texas, has a total capacity of 637 MW. And as noted above, we have an additional 1.4 GW of projects under construction currently. These major energy infrastructure projects are indicative of the scale of our operations in the US.

Why does Repsol believe being located in Houston is critical for its business, particularly in the energy transition?

Repsol is proudly committed to Houston’s role in developing and delivering energy and value for the world. Houston is known as the Energy Capital of the World and over the next 10 years, we’ll see it be known as the Energy Transition Capital of the World. With Repsol’s Renewables North America business located in downtown Houston, we have access to talent and partnerships in a booming city filled with energy experts.

Why does Repsol see value in participating in Houston Energy + Climate Startup Week?

At Houston Energy + Climate Startup Week, Repsol Renewables is honored to support and learn from leaders and investors in the energy and climate industry. We believe it is important to continuously invest in talent, ideas, and collaboration across the energy value chain as we pursue our net zero by 2050 goal.

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This article originally ran on the Greater Houston Partnership's Houston Energy Transition Initiative blog. HETI exists to support Houston's future as an energy leader. For more information about the Houston Energy Transition Initiative, EnergyCapitalHTX's presenting sponsor, visit htxenergytransition.org.

University of Houston secures $3.6M from DOE program to fund sustainable fuel production

freshly granted

A University of Houston-associated project was selected to receive $3.6 million from the U.S. Department of Energy’s Advanced Research Projects Agency-Energy that aims to transform sustainable fuel production.

Nonprofit research institute SRI is leading the project “Printed Microreactor for Renewable Energy Enabled Fuel Production” or PRIME-Fuel, which will try to develop a modular microreactor technology that converts carbon dioxide into methanol using renewable energy sources with UH contributing research.

“Renewables-to-liquids fuel production has the potential to boost the utility of renewable energy all while helping to lay the groundwork for the Biden-Harris Administration’s goals of creating a clean energy economy,” U.S. Secretary of Energy Jennifer M. Granholm says in an ARPA-E news release.

The project is part of ARPA-E’s $41 million Grid-free Renewable Energy Enabling New Ways to Economical Liquids and Long-term Storage program (or GREENWELLS, for short) that also includes 14 projects to develop technologies that use renewable energy sources to produce sustainable liquid fuels and chemicals, which can be transported and stored similarly to gasoline or oil, according to a news release.

Vemuri Balakotaiah and Praveen Bollini, faculty members of the William A. Brookshire Department of Chemical and Biomolecular Engineering, are co-investigators on the project. Rahul Pandey, is a UH alum, and the senior scientist with SRI and principal investigator on the project.

Teams working on the project will develop systems that use electricity, carbon dioxide and water at renewable energy sites to produce renewable liquid renewable fuels that offer a clean alternative for sectors like transportation. Using cheaper electricity from sources like wind and solar can lower production costs, and create affordable and cleaner long-term energy storage solutions.

“As a proud UH graduate, I have always been aware of the strength of the chemical and biomolecular engineering program at UH and kept myself updated on its cutting-edge research,” Pandey says in a news release. “This project had very specific requirements, including expertise in modeling transients in microreactors and the development of high-performance catalysts. The department excelled in both areas. When I reached out to Dr. Bollini and Dr. Bala, they were eager to collaborate, and everything naturally progressed from there.”

The PRIME-Fuel project will use cutting-edge mathematical modeling and SRI’s proprietary Co-Extrusion printing technology to design and manufacture the microreactor with the ability to continue producing methanol even when the renewable energy supply dips as low as 5 percent capacity. Researchers will develop a microreactor prototype capable of producing 30 MJe/day of methanol while meeting energy efficiency and process yield targets over a three-year span. When scaled up to a 100 megawatts electricity capacity plant, it can be capable of producing 225 tons of methanol per day at a lower cost. The researchers predict five years as a “reasonable” timeline of when this can hit the market.

“What we are building here is a prototype or proof of concept for a platform technology, which has diverse applications in the entire energy and chemicals industry,” Pandey continues. “Right now, we are aiming to produce methanol, but this technology can actually be applied to a much broader set of energy carriers and chemicals.”

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