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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Houston venture firm invests in Virginia fusion power plant company in collaboration with TAMU

fusion funding

Houston-based climate tech venture firm Ecosphere Ventures has partnered with Virginia Venture Partners and Virginia Innovation Partnership Corporation’s venture capital program to invest in Virginia-based NearStar Fusion Inc., which develops fusion energy power plants.

NearStar aims to use its proprietary plasma railgun technology to safely and affordably power baseload electricity on and off the power grid through a Magnetized Target Impact Fusion (MTIF) approach, according to a news release from the company.

NearStar’s power plants are designed to retrofit traditional fossil fuel power plants and are expected to serve heavy industry, data centers and military installations.

“Our design is well-suited to retrofit coal-burning power plants and reuse existing infrastructure such as balance of plant and grid connectivity, but I’m also excited about leveraging the existing workforce because you won’t need PhDs in plasma physics to work in our power plant,” Amit Singh, CEO of NearStar Fusion, said in a news release.

NearStar will also conduct experiments at the Texas A&M Hypervelocity Impact Laboratory (HVIL) in Bryan, Texas, on prototype fuel targets and evolving fuel capsule design. The company plans to publish the results of the experiments along with a concept paper this year. NearStar will work with The University of Alabama in Huntsville (UAH) to develop computer performance models for target implosions.

NearStar’s MTIF approach will utilize deuterium, which is a common isotope of hydrogen found in water. The process does not use tritium, which NearStar believes will save customers money.

“While avoiding tritium in our power plant design reduces scientific gain of the fusion process, we believe the vastly reduced system complexity and cost savings of eliminating complicated supply chains, regulatory oversight, and breeding of tritium allows NearStar to operate power plants more profitably and serve more customers worldwide, ”Douglas Witherspoon, NearStar founder and chief scientist, said in a news release.

Houston’s Ecosphere Ventures invests in climate tech and sustainability innovations from pre-seed to late-seed stages in the U.S. Ecosphere also supports first-time entrepreneurs and technical founders.

Solar farms are booming and putting thousands of hungry sheep to work

Solar Power

On rural Texas farmland, beneath hundreds of rows of solar panels, a troop of stocky sheep rummage through pasture, casually bumping into one another as they remain committed to a single task: chewing grass.

The booming solar industry has found an unlikely mascot in sheep as large-scale solar farms crop up across the U.S. and in the plain fields of Texas. In Milam County, outside Austin, SB Energy operates the fifth-largest solar project in the country, capable of generating 900 megawatts of power across 4,000 acres.

How do they manage all that grass? With the help of about 3,000 sheep, which are better suited than lawnmowers to fit between small crevices and chew away rain or shine.

The proliferation of sheep on solar farms is part of a broader trend — solar grazing — that has exploded alongside the solar industry.

Agrivoltaics, a method using land for both solar energy production and agriculture, is on the rise with more than 60 solar grazing projects in the U.S., according to the National Renewable Energy Laboratory. The American Solar Grazing Association says 27 states engage in the practice.

"The industry tends to rely on gas-powered mowers, which kind of contradicts the purpose of renewables," SB Energy asset manager James Hawkins said.

A sunny opportunity
Putting the animals to work on solar fields also provides some help to the sheep and wool market, which has struggled in recent years. The inventory of sheep and lamb in Texas fell to 655,000 in January 2024, a 4% drop from the previous year, according to the most recent figures from the U.S. Department of Agriculture.

Because solar fields use sunny, flat land that is often ideal for livestock grazing, the power plants have been used in coordination with farmers rather than against them.

Sheepherder JR Howard accidentally found himself in the middle of Texas' burgeoning clean energy transition. In 2021, he and his family began contracting with solar farms — sites with hundreds of thousands of solar modules — to use his sheep to eat the grass.

What was once a small business has turned into a full-scale operation with more than 8,000 sheep and 26 employees.

"Just the growth has been kind of crazy for us," said Howard, who named his company Texas Solar Sheep. "It's been great for me and my family."

Following the herd
Some agriculture experts say Howard's success reflects how solar farms have become a boon for some ranchers.

Reid Redden, a sheep farmer and solar vegetation manager in San Angelo, Texas, said a successful sheep business requires agricultural land that has become increasingly scarce.

"Solar grazing is probably the biggest opportunity that the sheep industry had in the United States in several generations," Redden said.

The response to solar grazing has been overwhelmingly positive in rural communities near South Texas solar farms where Redden raises sheep for sites to use, he said.

"I think it softens the blow of the big shock and awe of a big solar farm coming in," Redden said.

Fielding more research
Agrivoltaics itself isn't new. Solar farms are land-intensive and require a lot of space that could be used for food production. Agrivoltaics compensates by allowing the two to coexist, whether growing food or caring for livestock.

There is a lot still unknown about the full effects of solar grazing, said Nuria Gomez-Casanovas, an assistant professor in regenerative system ecology at Texas A&M University.

Not enough studies have been done to know the long-term environmental impacts, such as how viable the soil will be for future agriculture, although Gomez-Casanovas suspects solar grazing may improve sheep productivity because the panels provide shade and can be more cost-efficient than mowing.

"We really have more questions than answers," Gomez-Casanovas said. "There are studies that show that the land productivity is not higher versus solar alone or agriculture alone, so it's context-dependent."

As one of Texas' largest solar sheep operators, Howard has more clients than he can handle. He expects to add about 20 more employees by the end of this year, which would nearly double his current workforce. As for the sheep, he has enough already.

Chevron and partners to develop innovative power plants to support AI-focused data centers

power partners

Houston-based Chevron U.S.A. Inc., San Francisco investment firm Engine No. 1, and Boston electric service company GE Vernova have announced a partnership to create natural gas power plants in the United States. These plants support the increased demand for electricity at data centers, specifically those developing artificial intelligence solutions.

“The data centers needed to scale AI require massive amounts of 24/7 power. Meeting this demand is forecasted to require significant investment in power generation capacity, while managing carbon emissions and mitigating the risk of grid destabilization,” Chevron CEO Mike Wirth, shared in a LinkedIn post.

The companies say the plants, known as “power foundries,” are expected to deliver up to four gigawatts, equal to powering 3 million to 3.5 million U.S. homes, by the end of 2027, with possible project expansion. Their design will allow for the future integration of lower-carbon solutions, such as carbon capture and storage and renewable energy resources.

They are expected to leverage seven GE Vernova 7HA natural gas turbines, which will serve co-located data centers in the Southeast, Midwest and West. The exact locations have yet to be specified.

“Energy is the key to America’s AI dominance, “ Chris James, founder and chief investment officer of investment firm Engine No. 1, said in a news release. “By using abundant domestic natural gas to generate electricity directly connected to data centers, we can secure AI leadership, drive productivity gains across our economy and restore America’s standing as an industrial superpower. This partnership with Chevron and GE Vernova addresses the biggest energy challenge we face.”

According to the companies, the projects offer cost-effective and scalable solutions for growth in electrical demand while avoiding burdening the existing electrical grid. The companies plan to also use the foundries to sell surplus power to the U.S. power grid in the future.