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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Texas drivers continue to pump the brakes on EVs, shows new report

EV adoption

Even though Texas is home to Tesla, a major manufacturer of electric vehicles, motorists in the Lone Star State aren’t in the fast lane when it comes to getting behind the wheel of an EV.

U.S. Department of Energy data compiled by Visual Capitalist shows Texas has 689.9 EV registrations per 100,000 people, putting it in 20th place for EV adoption among the 50 states and the District of Columbia. A report released in 2023 by the University of Houston and Texas Southern University found that a little over 5 percent of Texans drove EVs.

California leads all states for EV adoption, with 3,025.6 registrations per 100,000 people, according to Visual Capitalist. In second place is Washington, with an EV adoption rate of 1,805.4 per 100,000.

A recent survey by AAA revealed lingering reluctance among Americans to drive all-electric vehicles.

In the survey, just 16 percent of U.S. adults reported being “very likely” or “likely” to buy an all-electric vehicle as their next car. That’s the lowest level of interest in EVs recorded by AAA since 1999. The share of consumers indicating they’d be “very unlikely” or “unlikely” to buy an EV rose to 63 percent, the highest level since 2022.

Factors cited by EV critics included:

  • High cost to repair batteries (62 percent).
  • High purchase price (59 percent).
  • Ineffective transportation for long-distance travel (57 percent).
  • Lack of convenient public charging stations (56 percent).
  • Fear of battery running out of power while driving (55 percent).

“Since AAA began tracking consumer interest in fully electric vehicles, we’ve observed fluctuations in enthusiasm,” said Doug Shupe, corporate communications manager for AAA Texas. “While automakers continue investing in electrification and expanding EV offerings, many drivers still express hesitation — often tied to concerns about cost, range, and charging infrastructure.”

18 Houston-based energy companies land on Forbes Global 2000 list

Forbes 2000

More than 60 Texas-based companies appear on Forbes’ 2025 list of the world’s 2,000 biggest publicly traded companies, and nearly half come from Houston, the majority in the energy sector.

Among Texas companies whose stock is publicly traded, Spring-based ExxonMobil is the highest ranked at No. 13 globally.

Rounding out Texas’ top five are Houston-based Chevron (No. 30), Dallas-based AT&T (No. 35), Austin-based Oracle (No. 66), and Austin-based Tesla (No. 69).

Ranking first in the world is New York City-based J.P. Morgan Chase.

Forbes compiled this year’s Global 2000 list using data from FactSet Research to analyze the biggest public companies based on four metrics: sales, profit, assets, and market value.

“The annual Forbes Global 2000 list features the companies shaping today’s global markets and moving them worldwide,” said Hank Tucker, a staff writer at Forbes. “This year’s list showcases how despite a complex geopolitical landscape, globalization has continued to fuel decades of economic growth, with the world’s largest companies more than tripling in size across multiple measures in the past 20 years.”

The U.S. topped the list with 612 companies, followed by China with 317 and Japan with 180.

Here are the rest of the Texas-based companies in the Forbes 2000, grouped by the location of their headquarters and followed by their global ranking.

Houston area (those in the energy sector are in bold)

  • ConocoPhillips (No. 105)
  • Phillips 66 (No. 276)
  • SLB (No. 296)
  • EOG Resources (No. 297)
  • Occidental Petroleum (No. 302)
  • Waste Management (No. 351)
  • Kinder Morgan (No. 370)
  • Hewlett Packard Enterprise (No. 379)
  • Baker Hughes (No. 403)
  • Cheniere Energy (No. 415)
  • Corebridge Financial (No. 424)
  • Sysco (No. 448)
  • Halliburton (No. 641)
  • Targa Resources (No. 651)
  • NRG Energy (No. 667)
  • Quanta Services (No. 722)
  • CenterPoint Energy (No. 783)
  • Coterra Energy (No. 1,138)
  • Crown Castle International (No. 1,146)
  • Westlake Corp. (No. 1,199)
  • APA Corp. (No. 1,467)
  • Comfort Systems USA (No. 1,629)
  • Group 1 Automotive (No. 1,653)
  • Talen Energy (No. 1,854)
  • Prosperity Bancshares (No. 1,855)
  • NOV (No. 1,980)

Austin area

  • Dell Technologies (No. 183)
  • Flex (No. 887)
  • Digital Realty Trust (No. 1,063)
  • CrowdStrike (No. 1,490)

Dallas-Fort Worth

  • Caterpillar (No. 118)
  • Charles Schwab (No. 124)
  • McKesson (No. 195)
  • D.R. Horton (No. 365)
  • Texas Instruments (No. 374)
  • Vistra Energy (No. 437)
  • CBRE (No. 582)
  • Kimberly-Clark (No. 639)
  • Tenet Healthcare (No. 691)
  • American Airlines (No. 834)
  • Southwest Airlines (No. 844)
  • Atmos Energy (No. 1,025)
  • Builders FirstSource (No. 1,039)
  • Copart (No. 1,062)
  • Fluor (No. 1,153)
  • Jacobs Solutions (1,232)
  • Globe Life (1,285)
  • AECOM (No. 1,371)
  • Lennox International (No. 1,486)
  • HF Sinclair (No. 1,532)
  • Invitation Homes (No. 1,603)
  • Celanese (No. 1,845)
  • Tyler Technologies (No. 1,942)

San Antonio

  • Valero Energy (No. 397)
  • Cullen/Frost Bankers (No. 1,560)

Midland

  • Diamondback Energy (No. 471)
  • Permian Resources (No. 1,762)
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A version of this article originally appeared on CultureMap.com.

Hydrogen Technology Expo expected to bring largest event yet to NRG Center

where to be

The Hydrogen Technology Expo North America returns to NRG Center this month, June 25-26, and is slated to be the largest yet with an expected 10,000 attendees, 500 exhibitors, 200 speakers and more than 100 hours of content.

The 2025 event will feature cutting-edge technologies, interactive panel discussions and networking opportunities while targeting industries looking to adopt hydrogen and fuel cell technology to help decarbonize their sectors. The event will be co-located with the Carbon Capture Technology Expo North America.

The 2025 expo will introduce the new Ammonia Zone, a dedicated area fostering collaboration with industries leveraging ammonia as a key component in the hydrogen economy. It will also offer one- and two-day passes for the first time.

The expo is divided into five tracks:

  • Strategic forum
  • Hydrogen and alternative fuel production
  • Infrastructure and integration
  • Mobility and propulsion systems
  • Carbon capture, utilization and storage

Speakers include Martin Perez, former associate director for carbon capture at the office of clean energy demonstrations for the U.S. Department of Energy; Frank Wolak, president and CEO of Fuel Cell and Hydrogen Energy Association; Seema Santhakumar, hydrogen market development leader –Americas at Baker Hughes; Rich Byrnes, chief infrastructure officer for Port Houston; and many others. A full list of exhibitors can be found here.

Technologies on display will include storage systems, industrial plant technologies, liquefaction technologies, advanced materials and composites, gasification technology, simulation and evaluation, safety systems, hydrogen fuels, hydrogen injectors, line assemblies, fuel-cell control units and more.

“The Hydrogen Technology Expo offers industry leaders a valuable opportunity to network and stay informed about the latest developments in the rapidly evolving world of hydrogen,” Susan Shifflett, Executive Director at Texas Hydrogen Alliance, said. “We’re a proud partner of the show.”

Entry to the exhibition hall is free of charge. Passes start at $450. Find more information about how to register here.