Elon Musk sees more resistance against his multibillion dollar pay package

just say no

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

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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Climatetech funding: New York investment firm to donate part of proceeds to Greentown Labs

donations incoming

Effective immediately, Greentown Labs, which has locations in Houston and Somerville, Massachusetts, is benefitting from funds raised by an investment group.

Greentown Labs, a nonprofit climatetech incubator, announced its partnership with New York-based Prithvi Ventures, a firm that specializes in early-stage climatetech. The unique partnership includes Prithvi Ventures donating "a percentage of proceeds received from its Fund 1 and Fund 2 to Greentown on a quarterly basis, in perpetuity," per Greentown's news release. The exact percentage was not disclosed.

“There’s an understanding in sports that the best teams always take responsibility and accountability for their own and look out for each other—that the members of the team are a reflection of the franchise,” says Kunal Sethi, founder and general partner at Prithvi Ventures. “I have always believed the same to be true in venture, too.

"Founders should know their supporters, team, and cap tables inside and out. It matters who you surround yourself with and Greentown Labs is always the first name that comes up for me," he continues. "Every founder in climatetech should work with them or they’re missing out on so much.”

Prithvi Ventures already has a handful Greentown member companies in its investment portfolio, including Carbon Upcycling, Mars Materials, Nth Cycle, and Rheom Materials. The firm has invested in 30 companies total, and aims to lead rounds, preferring to be the first large check for the startups it invests in.

“We are delighted to deepen our relationship with Prithvi Ventures and are grateful for their ongoing support,” Aisling Carlson, senior vice president of partnerships at Greentown Labs, says in the statement. “Through this new partnership, Prithvi Ventures and its limited partners are setting an example for how the venture community can more directly support the incubators and accelerators working to catalyze climatetech innovation and entrepreneurship.”

New rule to require railroads in Texas, beyond to provide hazardous cargo details upon derailment

in case of emergency

A new federal rule finalized Monday aims to ensure first responders can find out what hazardous chemicals are on a train almost immediately after a derailment so they can respond appropriately. Texas, a major hub for chemical development, will be affected by the ruling.

Too often in past disasters like last year's fiery Norfolk Southern derailment in East Palestine, Ohio, firefighters risked their lives trying to extinguish a blaze without knowing the right way to respond. The local fire chief in charge of the response said it took him 45 minutes to learn exactly what was in the 11 burning tank cars on the train, but some firefighters from neighboring departments that came to help said they didn't know what they were dealing with until two hours after the February 3, 2023, crash.

First responders need to know exactly which hazardous materials are on a train so they can look it up in the government's official guidebook and make sure they have the right protective gear and firefighting tools, said Tristan Brown, deputy administrator of the Pipelines and Hazardous Materials Safety Administration agency that proposed the rule.

Knowing what chemical is involved and how much of it is aboard also affects how big of an evacuation zone might be required to protect the public.

“There are so many different types of hazardous materials being transported across the country on any given day — one in 10 goods that move across the United States — and each one, poses unique risks and hazards, certainly to the folks who are running towards a fire,” Brown said. “But certainly as well for anybody who may be living or working in that vicinity.”

The rule was published just one day ahead of the National Transportation Safety Board's final hearing on the East Palestine derailment, where they will discuss exactly what caused that crash and recommend steps to prevent similar disasters.

Train crews have long carried lists of their cargo in the cabs of their locomotives, but in the middle of the chaos after a derailment those engineers and conductors, who might have moved their locomotives miles down the track, can't always be found right away.

That's part of why the largest freight railroads developed an app called AskRail roughly a decade ago that enables firefighters to quickly look up the details of what each train carries. But not every firefighter had the app, and cell phones don't always have a signal strong enough to work in a disaster.

Regulators want the railroads to continue expanding access to that app, including to 911 centers, so information reaches first responders sooner. The railroads have been expanding access over the past year. The Association of American Railroads trade group estimates some 2.3 million first responders now have access to that information as a result of the effort to expand into dispatch centers.

The six biggest railroads also make train cargo information immediately available through the chemical industry's hazardous materials hotlines in the U.S. and Canada known as the CHEMTREC and CANUTEC, emergency call centers.

Norfolk Southern said that in addition to AskRail it is working with a different program called RapidSOS that will allow the railroad to directly send information about its trains to first responders after a derailment — instead of forcing them to look up the details in AskRail. The railroad said its work fits well with the new rule.

But the new federal rule also applies to the hundreds of smaller railroads that aren't involved in AskRail. Even railroads that only have one or two employees now must have a plan to get the crucial details of their cargo to the local fire department quickly, even if its as simple as having the fire chief's cell phone number at the ready. Railroads also must test their plan at least once a year.

“In a hazmat incident, firefighters and first responders arriving on scene need to know what kind of hazardous materials are present so they can protect themselves and their communities,” U.S. Transportation Secretary Pete Buttigieg said.

It's not clear how this rule might have changed the outcome in East Palestine, but more information could have helped responding firefighters.

The derailment prompted a nationwide reckoning over railroad safety and prompted Congress to propose changes and regulators like Buttigieg to urge railroads to do more to prevent derailments.

The Federal Railroad Administration has issued various advisories about different aspects of railroad operations, but the reforms in Congress have stalled because Republicans wanted to wait for the final NTSB report and regulators have had only limited success making changes.

From virtual to reality: This Houston extended reality CEO weighs in on energy transition applications

Q&A

Founded in 2023, MadXR is a Houston-based Extended Reality startup. The innovative company specializes in safety training experiences for the energy sector and beyond. From pre-built virtual reality training modules to custom developed, end-to-end XR solutions, MadXR creates interactive, lifelike virtual reality and augmented reality experiences that allow trainees to practice safety procedures in a controlled environment.

Houston Energy Transition Initiative recently connected with Miranda Palmisano, CEO of MadXR, to discuss the applications and benefits of XR—and how it can help energy companies reduce HSE risk and carbon intensity like never before.

HETI: You were at Chevron for nearly 10 years before MadXR. How did your experiences at Chevron shape your approach to starting and running your own company?

Miranda Palmisano: Prior to founding MadXR, I held many different roles at Chevron across upstream and downstream. As the Connected Worker Product Manager, I drove digital acceleration for our global field and maintenance teams in refineries, terminals, and manufacturing sites, elevating efficiency and safety. During that time, I began exploring the value case of VR across Chevron.

I formed the Extended Reality Team and shortly became the Extended Reality Product Manager. Our team began using VR to conduct safety training within a virtual environment. It allowed us to train Chevron’s workforce safer and more efficiently by providing hands-on experience without the risk of real-world errors.

HETI: What inspired you to start your own company?

MP: Extended reality is an exciting new technology, and I quickly discovered the growing need for flexible, cost-effective XR content development in relation to life-saving-action training, such as confined-space entry, lockout/tagout procedures, and working from heights. I believe that affordable and high-quality XR experiences should be accessible to all companies, regardless of budget. That’s why MadXR has transparent pricing options that range from pre-built VR training modules to turnkey teams—and we empower our customers to take full ownership of their content and assets.

HETI: How has being based in Houston helped MadXR?

MP: The network in Houston is unmatched. In the energy capital of the world, it’s much easier to access the companies we’re targeting and hire the talent we need to grow. Innovation hubs like Houston’s Ion District have given us the resources and opportunities to connect with a vast number of forward-thinking businesses.

HETI: Do you believe XR will be instrumental in helping companies reach low carbon or net zero goals?

MP: XR is poised to revolutionize the energy industry, offering unprecedented opportunities for efficiency, engagement, and environmental sustainability. Imagine donning a headset and virtually navigating a facility halfway across the globe in real-time, or preparing your entire team with comprehensive virtual training before they physically enter a site. These scenarios highlight XR’s potential to enhance operational efficiency and employee engagement significantly. Beyond the immediate benefits, XR also plays a crucial role in reducing carbon emissions by eliminating the need for unnecessary travel. This technology isn’t just about improving current processes; it’s about reimagining the future of energy industry operations in a more sustainable, efficient, and engaging way.

HETI: MadXR will be celebrating its first anniversary in April. Can you tell us more about your vision for the future and what you’re focused on in 2024?

MP: In 2023, we were focused on ramping up and generating awareness. This year, we’re dedicated to expanding our reach and impact. We plan to incorporate AI into our learning modules and XR development to make them even more informational and interactive.

While our primary focus is on energy, we’re exploring how we can extend XR training to other industries, including automotive, healthcare, and pharmaceuticals.

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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. For more information about the Houston Energy Transition Initiative, EnergyCapitalHTX's presenting sponsor, visit htxenergytransition.org.

To learn more about MadXR’s mission and XR training modules, visit MadXR.

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