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.

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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Port Houston receives $25 million grant for Bayport hydrogen project

The Port of Houston Authority (Port Houston) received a $25 million grant from The Department of Transportation and the Federal Highway Administration this month to go toward a hydrogen fueling station for heavy-duty trucks in Bayport, known as Bayport HRS.

The funds will also support a public-private collaboration between the port and industrial gas company Linde Inc. with additional partners GTI Energy, Argonne National Laboratory and Center for Houston’s Future, according to a statement.

“The Houston Ship Channel is the busiest waterway in the nation,” Charlie Jenkins, Port Houston CEO, said in the news release. “As one of the channel’s leading advocates, Port Houston is committed to fostering sustainability, resilience, collaboration, and quality of life for the community and nation we serve.”

Bayport HRS will be an innovative pipeline-based hydrogen refueling station (HRS), which will be able to offer high fueling throughput and be publicly accessible. Linde will design, construct, own and operate the new facility.

“Partnering with Linde, one of the largest hydrogen producers in the world and owner of a major pipeline complex that serves the Houston region, is in line with the Port’s strategy of engaging the Houston Ship Channel industry on projects that benefit the community, promote sustainability, decarbonization, and clean transportation,” Rich Byrnes, Port Houston chief infrastructure officer, said in the news release.

Bayport HRS supports the Port’s Sustainability Action Plan and its net-zero emissions goal by 2050. The project will also align with national strategies for clean hydrogen and transportation decarbonization.

Another goal of the collaboration is to support the U.S. National Blueprint for Transportation Decarbonization, the National Zero-Emission Freight Corridor Strategy, and U.S. National Clean H2 Strategy and Roadmap.

In 2024, Port Houston secured nearly $57M in grant funding in sustainability efforts.

"The Houston/Gulf Coast's regional clean hydrogen economy continues to gain momentum, including with announcements such as this,” Brett Perlman, managing director at the Center for Houston's Future, said in the news release. "We are excited to be part of this important work to build out a clean hydrogen transportation network. This is also another great example of collaboration among business, government and community to get things done."

Innovative Houston clean hydrogen company expands to Brazil

on the move

Houston biotech company Cemvita has expanded into Brazil. The company officially established a new subsidiary in the country under the same name.

According to an announcement made earlier this month, the expansion aims to capitalize on Brazil’s progressive regulatory framework, including Brazil’s Fuel of the Future Law, which was enacted in 2024. The company said the expansion also aims to coincide with the 2025 COP30, the UN’s climate change conference, which will be hosted in Brazil in November.

Cemvita utilizes synthetic biology to transform carbon emissions into valuable bio-based chemicals.

“For decades Brazil has pioneered the bioeconomy, and now the time has come to create the future of the circular bioeconomy,” Moji Karimi, CEO of Cemvita, said in a news release. “Our vision is to combine the innovation Cemvita is known for with Brazil’s expertise and resources to create an ecosystem where waste becomes opportunity and sustainability drives growth. By joining forces with Brazilian partners, Cemvita aims to build on Brazil’s storied history in the bioeconomy while laying the groundwork for a circular and sustainable future.”

The Fuel of the Future Law mandates an increase in the biodiesel content of diesel fuel, starting from 15 percent in March and increasing to 20 percent by 2030. It also requires the adoption of Sustainable Aviation Fuel (SAF) and for domestic flights to reduce greenhouse gas emissions by 1 percent starting in 2027, growing to 10 percent reduction by 2037.

Cemvita agreed to a 20-year contract that specified it would supply up to 50 million gallons of SAF annually to United Airlines in 2023.

"This is all made possible by our innovative technology, which transforms carbon waste into value,” Marcio Da Silva, VP of Innovation, said in a news release. “Unlike traditional methods, it requires neither a large land footprint nor clean freshwater, ensuring minimal environmental impact. At the same time, it produces high-value green chemicals—such as sustainable oils and biofuels—without competing with the critical resources needed for food production."

In 2024, Cemvita became capable of generating 500 barrels per day of sustainable oil from carbon waste at its first commercial plant. As a result, Cemvita quadrupled output at its Houston plant. The company had originally planned to reach this milestone in 2029.

Capitalism and climate: How financial shifts will shape our behavior

guest column

I never imagined I would see Los Angeles engulfed in flames in this way in my lifetime. As someone who has devoted years to studying climate science and advocating for climate technology solutions, I'm still caught off guard by the immediacy of these disasters. A part of me wants to believe the intensifying hurricanes, floods, and wildfires are merely an unfortunate string of bad luck. Whether through misplaced optimism or a subconscious shield of denial, I hadn't fully processed that these weren't just harbingers of a distant future, but our present reality. The recent fires have shattered that denial, bringing to mind the haunting prescience of the movie Don't Look Up. Perhaps we aren't as wise as we fancy ourselves to be.

The LA fires aren't an isolated incident. They're part of a terrifying pattern: the Canadian wildfires that darkened our skies, the devastating floods in Spain and Pakistan, and the increasingly powerful hurricanes in the Gulf. A stark new reality is emerging for climate-vulnerable cities, and whether we acknowledge the underlying crisis or not, climate change is making its presence felt – not just in death and destruction, but in our wallets.

The insurance industry, with its cold actuarial logic, is already responding. Even before the recent LA fires, major insurers like State Farm and Allstate had stopped writing new home policies in California, citing unmanageable wildfire risks. In the devastated Palisades area, 70% of homes had lost their insurance coverage before disaster struck. While some homeowners may have enrolled in California's limited FAIR plan, others likely went without coverage. Now, the FAIR plan faces $5.9 billion in potential claims, far exceeding its reinsurance backup – a shortfall that promises delayed payments and costlier coverage.

The insurance crisis is reverberating across the nation, and Houston sits squarely in its path. As a city all too familiar with the destructive power of extreme weather, we're experiencing our own reckoning. The Houston Chronicle recently reported that local homeowners are paying a $3,740 annually for insurance – nearly triple the national average and 60% higher than the Texas state average. Our region isn't just listed among the most expensive areas for home insurance; it's identified as one of the most vulnerable to climate hazards.

For Houston homeowners, Hurricane Harvey taught us a harsh lesson: flood zones are merely suggestions, not guarantees. The next major hurricane won't respect the city's floodplain designations. This reality poses a sobering question: Would you risk having your largest asset – your home – uninsured when flooding becomes increasingly likely in the next decade or two?

For most Americans, home equity represents one of the largest components of household wealth, a crucial stepping stone to financial security and generational advancement. Insurance isn't just about protecting physical property; it's about preserving the foundation of middle-class economic stability. When insurance becomes unavailable or unaffordable, it threatens the very basis of financial security for millions of families.

The insurance industry's retreat from vulnerable markets – as evidenced by Progressive and Foremost Insurance's withdrawal from writing new policies in Texas – is more than a business decision. It's a market signal. These companies are essentially pricing in the reality of climate change, whether we choose to call it that or not.

What we're witnessing is the market beginning to price us out of areas where we've either built unsustainably or perhaps should never have built at all. This isn't just about insurance rates; it's about the future viability of entire communities and regional economies. The invisible hand of the market is doing what political will has failed to do: forcing us to confront the true costs of our choices in a warming world.

Insurance companies aren't the only ones sounding the alarm. Lenders and investors are quietly rewriting the rules of capital access based on climate risk. Banks are adjusting mortgage terms and raising borrowing costs in vulnerable areas, while major investment firms are factoring carbon intensity into their lending decisions. Companies with higher environmental risks have faced higher loan spreads and borrowing costs – a trend that's accelerating as climate impacts intensify. This financial reckoning is creating a new economic geography, where access to capital increasingly depends on climate resilience.

The insurance crisis is the canary in the coal mine, warning us of the systemic risks ahead. As actuaries and risk managers factor climate risks into their models, we're seeing the beginning of a profound economic shift that will ripple far beyond housing, affecting businesses, agriculture, and entire regional economies. The question isn't whether we'll adapt to this new reality, but how much it will cost us – in both financial and human terms – before we finally act.

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Nada Ahmed is the founding partner at Houston-based Energy Tech Nexus.

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