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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Houston-based NRG Energy exits renewables group to Texas real estate company

M&A Moves

NRG Energy, headquartered in Houston, has sold its renewable advisory group to Dallas-based commercial real estate services powerhouse CBRE. Financial terms weren’t disclosed.

The advisory group, led by Miro Sutton, brokers renewable energy deals, such as community- and utility-scale transactions, and advises clients on handling tax credits for renewable energy projects. The team works primarily with Fortune 500 companies.

Sutton joined CBRE as head of renewables and energy after overseeing the NRG advisory group. The group has arranged deals involving more than 5,000 megawatts of clean power.

“CBRE targeted this specific advisory team because of their unique approach to renewable procurement and expansive coverage of renewable offerings. They have enabled hundreds of projects and thousands of [megawatts] through their innovative contract structures that reduce risk and enhance economics for their customers,” Robert Bernard, CBRE’s chief sustainability officer, told Utility Dive.

In a news release, Bernard says market demand for renewable energy continues to grow rapidly as companies seek to meet their net-zero goals and other energy-related commitments.

“However, integrating renewable energy into a company’s real estate can be a complex process,” Bernard adds. “This acquisition enables CBRE to offer a wide range of energy-related sustainability services to all our clients, both occupiers and investors, and help them simplify the complexity associated with planning, sourcing and managing renewable energy.”

Oxy, other hardtech-focused organizations take up leases in Houston innovation hub

moving in

The Ion in Midtown has some new tenants taking up residence in its 90 percent-leased building.

Occidental Petroleum Corporation, Fathom Fund, and Activate are the latest additions to the Ion, according to a news release from Rice University and the Rice Real Estate Company, which own and operate the 16-acre Ion District where the Ion is located. With the additions, the building has just 10 percent left up for grabs.

“As the Ion continues to attract leading companies and organizations across industries, it’s clear that our vision of creating a dynamic and collaborative environment for innovation is resonating,” Ken Jett, president of the Rice Real Estate Company and vice president of facilities and capital planning at Rice, says in the release. “We are proud to set the standard for how the workplace can evolve to foster the commercialization and growth of transformative technologies that enhance quality of life in our community and beyond.”

Oxy, which was named a corporate partner of the Ion last year, now has nearly 6,500 square feet on the fourth floor where it will be housing its Zero In department that's focused on pioneering low-carbon initiatives. The build out process is slated to be completed by early 2025.

While Oxy represents the corporate side of innovation, the other two additions have their own roles in the innovation arena. Houston-based Fathom Fund, which launched its $100 million fund earlier this year, is targeting deep-tech venture opportunities and is led by Managing Partners Paul Sheng and Eric Bielke.

Founded in Berkeley, California, Activate, which announced its expansion into Houston in 2023, has officially named its local office in the Ion. The hardtech-focused incubator program recently named its inaugural cohort and opened applications for the 2025 program.

Other recent joiners to the Ion includes Kongsberg Digital, Artemis Energy Partners, CES Renewables, and Eleox.

“The partnerships we’ve forged are vital to shaping the Ion into a vibrant ecosystem for startups, where collaborative innovation is not only driving local economic growth but also positioning Houston as a global leader in the energy transition,” Paul Cherukuri, chief innovation officer at Rice University, says. “With our team leading the programming and activation across the Ion district, we are creating companies that harness cutting-edge technology for the benefit of society—advancing solutions that contribute to social good while addressing the most pressing challenges of our time. This powerful network is redefining Houston’s role in the future of energy, technology, and social impact.”

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This article originally ran on InnovationMap.

Things to know: How Houston can use existing industry amid energy transition, events not to miss, and more

taking notes

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

Events not to miss

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

Connecting the Houston energy tech and climate community, Greentown Houston's Climatetech Summit will take place at its Midtown location on October 22.
The University of Houston is co-hosting the 2024 EGI & University of Houston Joint Technical Conference on October 24.
Ally Energy's GRIT Awards will honor energy leaders and best workplaces on October 30.
Taking place in Downtown Houston November 19 to 20, the Global Clean Hydrogen Summit will provide project developers, buyers, and financiers with the information they need to establish winning strategies for global clean hydrogen markets.

Big deal: Dallas-area business to acquire Houston renewable energy co.

Houston renewables company Proteus Power is getting acquired. Photo via

Houston-based developer of utility-scale renewable energy Proteus Power is being acquired by JBB Advanced Technologies for an undisclosed amount after founder, chairman, and CEO, John B. Billingsley signed a letter of intent to purchase.

"I know the potential of renewable energy, both for our country and for the small landowners and communities we work with," Billingsley says in a news release. "Proteus Power is just the type of company I have known and grown in the past, and we're perfectly positioned to make it a very profitable company for our investors. In the near term, this very substantial business will provide a multi-billion-dollar boost to the Texas economy, from Lubbock to Midland, across West Texas and down to the Gulf Coast."

Proteus Power currently incorporates a total of 15.5 gigawatts of utility-scale renewable energy projects, which include utility-scale solar and battery energy storage systems. Nearly 5 gigawatts of both utility-scale solar and battery energy storage should be developed at an estimated EPC (Engineering, Procurement, and Construction) cost of $3.38 billion over the next four years. Continue reading.

Expert voice: Repurposing Houston’s infrastructure for a clean energy future

Houston’s journey towards a clean energy future is a testament to the power of innovation and adaptability. Photo via Getty Images

Houston, often dubbed the “Energy Capital of the World,” is at a pivotal moment in its history. Known for its vast oil and gas reserves, the city is now embracing a new role as a leader in the clean energy transition. This shift is not just about adopting new technologies but also about creatively repurposing existing infrastructure to support sustainable energy solutions.

Houston’s offshore oil wells, many of which are old or abandoned, present a significant opportunity for carbon capture. By repurposing these wells, we can sequester carbon dioxide, reducing greenhouse gas emissions and mitigating climate change. This approach not only utilizes existing infrastructure but also provides a cost-effective solution for carbon management. According to the Greater Houston Partnership, initiatives like these are crucial as Houston aims to lower its climate-changing greenhouse gas emissions. Exxon estimates that just their proposed CCS hub could capture and store 50 million metric tons of CO2 annually by 2030 and 100 million metric tons by 2040. Continue reading the article by Tershara Mathews, national offshore wind lead at WSP.

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