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.

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.

“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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Greentown Labs names Lawson Gow as its new Houston leader

head of hou

Greentown Labs has named Lawson Gow as its Head of Houston.

Gow is the founder of The Cannon, a coworking space with seven locations in the Houston area, with additional partner spaces. He also recently served as managing partner at Houston-based investment and advisory firm Helium Capital. Gow is the son of David Gow, founder of Energy Capital's parent company, Gow Media.

According to Greentown, Gow will "enhance the founder experience, cultivate strategic partnerships, and accelerate climatetech solutions" in his new role.

“I couldn’t be more excited to join Greentown at this critical moment for the energy transition,” Gow said in a news release. “Greentown has a fantastic track record of supporting entrepreneurs in Houston, Boston, and beyond, and I am eager to keep advancing our mission in the energy transition capital of the world.”

Gow has also held analyst, strategy and advising roles since graduating from Rice University.

“We are thrilled to welcome Lawson to our leadership team,” Georgina Campbell Flatter, CEO of Greentown Labs, added in the release. “Lawson has spent his career building community and championing entrepreneurs, and we look forward to him deepening Greentown’s support of climate and energy startups as our Head of Houston.”

Gow is the latest addition to a series of new hires at Greentown Labs following a leadership shakeup.

Flatter was named as the organization's new CEO in February, replacing Kevin Dutt, Greentown’s interim CEO, who replaced Kevin Knobloch after he announced that he would step down in July 2024 after less than a year in the role.

Greentown also named Naheed Malik its new CFO in January.

Timmeko Moore Love was named the first Houston general manager and senior vice president of Greentown Labs. According to LinkedIn, she left the role in January.

Key takeaways from HETI's Resilient Power Fueling Houston's Economy event

The View From HETI

Recently, the Resilient Power Fueling Houston’s Growing Economy workshop hosted by The Greater Houston Partnership’s Houston Energy Transition Initiative (HETI) brought together more than 80 industry, civic and innovation leaders in Houston to examine the region’s ability to meet rising demand with resilient power leadership.

The overarching message was clear: Houston is the epicenter of energy and power resilience and the “all of the above” strategy continues to position Houston well for the mission of continued economic growth for the region.

Morning highlights

Keynote speakers and panelists throughout the morning sessions highlighted that Houston’s ability to collaborate is creating real opportunities in a time of significant complexity and uncertainty in the power landscape. Discussions also focused on strategic approaches to resilience in both generation and transmission to serve growing power demand and drive economic growth over the near-term and long-term.

A successful near-term strategy highlighted in the workshop is the innovative business partnership to provide resilience for H-E-B’s retail operations with Enchanted Rock’s bridge-to-grid power solutions. The impact of growing sources of power demand was explored, including the decarbonization of industry and increasing digitization, and the essential collaborations between the energy and tech sectors to drive effective long-term power resilience and economic growth were discussed.

Notable quotes

“Public-private collaborations are the key to solve long-term power resilience problems with the technical expertise and investment capital of corporations and a right-sized local government approach” – Angela Blanchard, Chief Resilience Officer, City of Houston

"The risks and challenges in terms of our net zero power goals require both urgency and long-term focus to drive standardization across the system with speed.” – Sverre Brandsberg-Dahl, General Manager & Head of Product, Microsoft Cloud for Energy

Afternoon highlights

Afternoon sessions focused on complexities and challenges in the current power landscape, as well as policy enablers, investment trends, and innovations driving growth in Houston’s power sector. Stakeholder engagement, supply chain, permitting, and policy emerged from these discussions as key enablers for power and infrastructure investment, innovation, and project advancement.

Advancing and accelerating power and infrastructure projects will require focusing on the critical needs of land, power, and permits. Public-private investment partnerships, along with redesigned regulatory architecture and redirected government incentives, can enable and accelerate innovation and emerging technologies within the power sector.

Notable quotes

Broad based stakeholder engagement on the ground – early and often – is necessary for the build-out of large-scale power infrastructure. – Al Vickers, Chief Operating Officer, Grid United

“Learning curves are essential to cost curves, iterative improvement is paramount to project execution.” – Mary Dhillon, Strategy Lead, Fervo Energy

“Show us good unit economics, and we will find the capital for those power and infrastructure projects.” – Michael Johnson, Vice Chairman, Energy Transition Investment Banking, J.P. Morgan

Houston’s resilient power leadership demonstrated through a unique “all of the above” approach with a broad range of investments and collaborations across sectors is creating sustained value for businesses and development opportunities for communities. The insights shared in this workshop reinforce the critical need for resilience of the power sector to meet growing demand for continued economic prosperity in the Houston region.

As the world moves toward a future of significant power demand growth, the power sector should prioritize integrated strategies, stakeholder engagement, supply chain, permitting, and policy as key enablers for innovation, investment, and collaboration.

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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. Power resilience is a strategic imperative for the Greater Houston Partnership, and power management continues to be a key workstream for HETI. To learn more about HETI's work in power management and resilience, connect with us at contactheti@houston.org. And for more information about HETI, EnergyCapitalHTX's presenting sponsor, visit htxenergytransition.org.

Oxy's Vicki Hollub becomes first woman to win prestigious energy award

Winning Big

Vicki Hollub, president and CEO of Houston-based Occidental (Oxy), has become the first woman to win WPC Energy’s prestigious Dewhurst Award.

Hollub is the thirteenth recipient of the award, which is considered the highest honor from WPC Energy, a global, non-advocacy, non-political nonprofit organization that promotes the sustainable management of energy and energy products. She is just the fourth U.S. winner since the award launched in 1991. Other U.S. winners include former ExxonMobil CEO Rex Tillerson; Daniel Yergin, vice chairman of S&P Global and chairman of CERAWeek; and former chairman and CEO of Chevron Kenneth Derr.

According to WPC Energy, the Dewhurst Award is given to “exceptional individuals whose leadership and contributions have had a lasting impact on the global energy industry.” It is named after Thomas Dewhurst, who organised the first WPC Energy Congress, formerly the World Petroleum Congress, in 1933.

Oxy works to advance low-carbon technologies, reduce emissions and is leading a number of energy transition projects. Its Oxy Innovation Center is housed in Houston’s The Ion.

Hollub has held a variety of roles in her 40-year career with Occidental, including chief operating officer and senior executive vice president. She also led strategic acquisitions for Occidental of Anadarko Petroleum in 2019 and CrownRock in 2024, and serves on the boards of Lockheed Martin and the American Petroleum Institute. She is one of the first women to lead a major U.S. oil and gas company.

“Vicki Hollub’s visionary leadership and unwavering dedication to innovation and sustainability have set a benchmark for excellence in our industry,” Pedro Miras, WPC Energy President, said in a news release. “She embodies the spirit of the Dewhurst Award—forward-looking, courageous and deeply committed to advancing the global energy dialogue. Her contributions continue to inspire the next generation of energy leaders.”

Hollub will receive the award in April 2026 in Riyadh, Saudi Arabia at the 25th WPC Energy Congress, where she will also present the Dewhurst Lecture.

“I am honored to be selected for the Dewhurst Award and appreciate WPC Energy recognizing our company’s achievements,” Hollub added in the release. “The Dewhurst Award reflects the collective efforts of the talented and dedicated team at Oxy, whose commitment to innovation, operational and technical excellence, and sustainability drives our success.”