Elon Musk gets green light from shareholders to get back $44.9B Tesla pay package

bullish on EVs

The pay package is likely to remain tied up in the Delaware Chancery Court and Supreme Court for months as Tesla tries to overturn the Delaware judge's rejection. Photo via Getty Images

Tesla shareholders voted Thursday to restore CEO Elon Musk's record $44.9 billion pay package that was thrown out by a Delaware judge earlier this year, sending a strong vote of confidence in his leadership of the world's largest electric vehicle maker.

The favorable vote doesn’t necessarily mean that Musk will get the all-stock compensation anytime soon. The package is likely to remain tied up in the Delaware Chancery Court and Supreme Court for months as Tesla tries to overturn the Delaware judge's rejection.

Musk has raised doubts about his future with Tesla this year, writing on X, the social media platform he owns, that he wanted a 25% stake in the company in order to stop him from taking artificial intelligence development elsewhere. The higher stake is needed to control the use of AI, he has said.

Tesla also has struggled with falling sales and profit margins as demand for electric vehicles slows worldwide.

But at the company's annual meeting Thursday in Austin, Texas, Musk reassured shareholders that he will stick around, telling them he can't sell any stock in the compensation package for five years.

“It's not actually cash, and I can't cut and run, nor would I want to,” he said.

The company said late Thursday that shareholders had voted for Musk's compensation plan, which initially was approved by the board and stockholders six years ago.

Tesla last valued the package at $44.9 billion in an April regulatory filing. It was once as much as $56 billion but has declined in value in tandem with Tesla's stock, which has dropped about 25% so far this year.

Chancellor Kathaleen St. Jude McCormick ruled in January in a shareholder’s lawsuit that Musk essentially controlled the Tesla board when it ratified the package in 2018, and that it failed to fully inform shareholders who approved it the same year.

Tesla has said it would appeal, but asked shareholders to reapprove the package at Thursday’s annual meeting.

A separate vote approved moving the company’s legal home to Texas to avoid the courts in Delaware, where Tesla is registered as a corporation.

“Its incredible," a jubilant Musk told the crowd gathered at Tesla's headquarters and large factory in Austin, Texas. “I think we’re not just opening a new chapter for Tesla, we’re starting a new book.”

Musk and Tesla didn’t win everything. Shareholders approved measures that trimmed board member terms from three years to one and cut the required vote on shareholder proposals to a simple majority.

Legal experts say the issue of Musk’s pay will still be decided in Delaware, largely because Musk’s lawyers have assured McCormick they won’t try to move the case to Texas.

But they differ on whether the new ratification of the pay package will make it easier for Tesla to get it approved.

Charles Elson, a retired professor and founder of the corporate governance center at the University of Delaware, said he doesn’t think the vote will influence McCormick, who issued a decision based on the law.

McCormick’s ruling essentially made the 2018 compensation package a gift to Musk, Elson said, and that would need unanimous shareholder approval, an impossible threshold. The vote, he said, is interesting from a public perception standpoint, but “in my view it does not affect the ruling.”

John Lawrence, a Dallas-based lawyer with Baker Botts who defends corporations against shareholder lawsuits, agreed the vote doesn’t end the legal dispute and automatically give Musk the stock options. But he says it gives Tesla a strong argument to get the ruling overturned.

He expects Musk and Tesla to argue that shareholders were fully informed before the latest votes, so McCormick should reverse her decision. But the plaintiff in the lawsuit will argue that the vote has no impact and isn’t legally binding, Lawrence said.

The vote, he said, was done under Delaware law and should be considered by the judge.

“This shareholder vote is a strong signal that you now have an absolutely well-informed body of shareholders,” he said. “The judge in Delaware still could decide that this doesn’t change a thing about her prior ruling and doesn’t require her to make any different ruling going forward. But I think it definitely gives Tesla and Musk strong ammunition to try to get her to revisit this.”

If the ruling stands, then Musk likely will appeal to the Delaware Supreme Court, Lawrence said.

Multiple institutional investors have come out against Musk’s sizeable payout, some citing the company’s recent struggles. But analysts said votes by individual shareholders likely put Musk’s pay over the top.

Early Friday, Tesla disclosed that shareholders voted for Musk's pay package by 1,760,780,650 to 528,908,419, with about 77% of all votes in favor. The company's shares jumped 3% by the time the markets closed Thursday and were up 1.2% in premarket trading early Friday.

After the votes were announced, Musk began telling shareholders about new developments in the company's “Full Self-Driving” system. He has staked the company's future on development of autonomous vehicles, robots and artificial intelligence.

“Full Self-Driving” keeps improving with new versions, and its safety per mile is better than human drivers, Musk said.

"This is actually going to work. This is going to happen. Mark my words, this is just a matter of time,” he said.

Despite its name, “Full Self-Driving” can’t drive itself, and the company says human drivers must be ready to intervene at all times. Tesla’s “Full Self-Driving” hardware went on sale late in 2015, and Musk has used the name ever since as the company gathered data to teach its computers how to drive.

In 2019, Musk promised a fleet of autonomous robotaxis by 2020, and he said in early 2022 that the cars would be autonomous that year. In April of last year, Musk said the system should be ready in 2023.

Since 2021, Tesla has been beta-testing “Full Self-Driving” using volunteer owners. U.S. safety regulators last year made Tesla recall the software after finding that the system misbehaved around intersections and could violate traffic laws.

Musk also said the company is making huge progress on its Optimus humanoid robot. Currently it has two working at its factory in Fremont, California, that take battery cells off a production line and put them in shipping containers, he said.

Despite laying off the team working on Tesla’s Supercharger electric vehicle charging network, Musk said he thinks the company will deploy more chargers this year “that are actually working” than the rest of the industry. In the second half of the year, he expects to spend $500 million on Superchargers, Musk said.

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TotalEnergies expands solar joint venture with $1.2B portfolio in Texas, Ohio

solar expansion

TotalEnergies, a French company whose U.S. headquarters is in Houston, announced this month that it is expanding its renewable energy joint venture with New York-based investment firm KKR by adding 700 megawatts of utility-scale solar projects.

The deal will add three utility-scale solar assets in Texas and Ohio, which are expected to reach commercial operation by Q1 2027, according to a news release from the company. The portfolio is valued at $1.2 billion.

The 50/50 joint venture between TotalEnergies and KKR currently holds 1.4 gigawatts of renewable energy and will grow to 2.1 gigawatts.

The new deal is expected to close this year. Once completed, TotalEnergies will operate the assets. The electricity generated from the solar projects will be sold to third parties, the company reports.

The companies originally formed the joint venture about a year ago when TotalEnergies sold KKR a 50 percent stake in a North American solar portfolio valued at $1.25 billion. The deal originally included six utility-scale solar assets, primarily located in the U.S.

“TotalEnergies is a renewable energy industry leader globally, and we are thrilled to establish this joint venture with the TotalEnergies team to support their renewables business," Cecilio Velasco, managing director KKR, said in a release last year. “We have long been investors in renewables through our infrastructure platform, having committed more than $23 billion to date in energy transition investments. TotalEnergies’ North American solar portfolio is a great fit for us, representing high-quality renewable energy assets with long term contracts.”

TotalEnergies reports that by June 2026 it held more than 37 gigawatts of gross renewable power generation capacity. It aims to achieve over 100 terawatt-hours of net electricity production by 2030.

The company signed a major power purchase agreement with Google earlier this year. Through the deal, TotalEnergies will supply the tech giant with 1 gigawatt of solar power for its data centers in Texas over a 15-year span.

However, the company also recently redirected nearly $1 billion in capital away from wind energy projects and "decided to renounce offshore wind development in the United States." Read more here.

Houston researchers develop compact carbon capture tech for data centers

AI emissions

Two scientists from the University of Houston have been experimenting with new carbon capture systems that fit inside a standard shipping container, which have the potential to make eliminating carbon output from industrial sites much easier.

The capture of industrial carbon is an important complement to the fight against climate change, as well as winning tax credits for businesses that use carbon capture technology.

The problem is that such systems are often measured in acres, making them expensive to build and extremely power-hungry to actually use. UH Engineering Professor Mim Rahimi and former UH Ph.D. student Ahmad Hassan (now a postdoctoral associate at Harvard) have managed to fit their new system, the Small Modular Electrochemical Container (SMECs), inside a standard 40-foot shipping crate, making them compact and modular enough to be installed almost anywhere for operations of all sizes. Their research was recently published in the journal Environmental Science & Technology.

“With a conventional system, you’re building a 130-foot-tall structure designed for a specific power plant. With our technology, we can adjust the capacity by simply turning containers on or off,” Rahimi said in a news release. “That flexibility is particularly important for data centers, where electricity can come from a combination of natural gas and renewable sources.”

Rahimi and Hassan used simulated gas models to show that under optimal conditions, the SMEC used electrochemically mediated amine regeneration (EMAR) cells developed in Rahimi’s lab to capture 90 percent of carbon under optimal conditions through 300 cycles over 50 hours.

Encouraged, the team then modeled a 360-megawatt natural gas power plant associated with OpenAI’s Stargate AI data center project in Abilene, Texas. In addition to the savings on infrastructure costs, 20 of the researchers’ shipping container systems were able to capture 98 percent of carbon from Stargate’s 875-acre campus based on the model.

The looming energy costs and subsequent carbon emissions from data centers are a real concern. Estimates from the U.S. Department of Energy hypothesize that 12 percent of America’s energy needs could be gobbled up by the centers as soon as 2028. That is a massive new source of carbon. The flexibility of the SMEC means they can be deployed wherever the centers spring up.

“We’re taking a technology that traditionally requires enormous infrastructure and finding a way to fit it inside a shipping container,” Rahimi added in the release. “That opens up entirely new possibilities for how and where carbon capture systems can be used.”

In the future, the researchers say they plan to look at ways to adapt the technology to capture carbon dioxide directly from the atmosphere.

Hertha Metals breaks ground on $100M high-purity iron factory in Conroe

coming soon

Shortly after announcing a $133.65 Series A funding round, Conroe-based Hertha Metals broke ground Oct. 8 on a $100 million factory that will produce steel-grade and magnet-grade high-purity iron.

Hertha’s Chalyx plant, located in Conroe, will manufacture a total of about 10,000 metric tons per year of magnet-grade and steel-grade high-purity iron. The factory will use Hertha’s single-step process to generate high-purity iron for rare-earth-magnet and steel manufacturers in the U.S.

Hertha says Chalyx will be the first U.S. commercial plant for production of magnet-grade high-purity iron.

Chalyx is being built next to Hertha’s headquarters and its Pi100 pilot plant, which will remain in operation. Chalyx and Pi100 will form the first modern-day iron and steel “innovation complex” in the U.S., the company says.

“I founded Hertha Metals because I believed we could significantly improve how the world makes iron and steel from ore, and that an industry so fundamental to our future still had enormous room for invention,” Laureen Meroueh, founder and CEO of Hertha, said in a press release.

The 4-year-old startup says the Chalyx complex will lay the foundation for its first 500,000-ton-per-year steel mill.

Chalyx’s first priority is making high-purity iron for U.S. manufacturers of rare-earth magnets, Hertha says. These magnets are critical components for electric vehicles, data centers, wind turbines and defense systems.

China produces an estimated 94 percent of high-purity iron for rare-earth magnets, according to Hertha.

Aside from iron for rare-earth magnets, Chalyx will make iron and steel for pilot projects in the steel industry.

The plant is expected to come online in late 2027, with production of magnet-grade high-purity iron starting in early 2028.

Today, Hertha employs 32 people, the company says. Once it’s fully operating, the Chalyx plant will employ about 50 people.

Just ahead of the groundbreaking, Hertha announced the $133.65 million Series A round, co-led by Khosla Ventures and Doerr Capital. The round included a $65 million equity investment from the Pentagon.

“Iron and steel have shaped human progress for thousands of years. And I believe there is still an enormous amount left to invent,” Meroueh said at the groundbreaking ceremony.

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