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.

Ad Placement 300x100

Ad Placement 300x600

CultureMap Emails are Awesome

Property Showcase

UH's $44 million mass timber building slashed energy use in first year

building up

The University of Houston recently completed assessments on year one of the first mass timber project on campus, and the results show it has had a major impact.

Known as the Retail, Auxiliary, and Dining Center, or RAD Center, the $44 million building showed an 84 percent reduction in predicted energy use intensity, a measure of how much energy a building uses relative to its size, compared to similar buildings. Its Global Warming Potential rating, a ratio determined by the Intergovernmental Panel on Climate Change, shows a 39 percent reduction compared to the benchmark for other buildings of its type.

In comparison to similar structures, the RAD Center saved the equivalent of taking 472 gasoline-powered cars driven for one year off the road, according to architecture firm Perkins & Will.

The RAD Center was created in alignment with the AIA 2030 Commitment to carbon-neutral buildings, designed by Perkins & Will and constructed by Houston-based general contractor Turner Construction.

Perkins & Will’s work reduced the building's carbon footprint by incorporating lighter mass timber structural systems, which allowed the RAD Center to reuse the foundation, columns and beams of the building it replaced. Reused elements account for 45 percent of the RAD Center’s total mass, according to Perkins & Will.

Mass timber is considered a sustainable alternative to steel and concrete construction. The RAD Center, a 41,000-square-foot development, replaced the once popular Satellite, which was a food, retail and hangout center for students on UH’s campus near the Science & Research Building 2 and the Jack J. Valenti School of Communication.

The RAD Center uses more than a million pounds of timber, which can store over 650 metric tons of CO2. Aesthetically, the building complements the surrounding campus woodlands and offers students a view both inside and out.

“Spaces are designed to create a sense of serenity and calm in an ecologically-minded environment,” Diego Rozo, a senior project manager and associate principal at Perkins & Will, said in a news release. “They were conceptually inspired by the notion of ‘unleashing the senses’ – the design celebrating different sights, sounds, smells and tastes alongside the tactile nature of the timber.”

In addition to its mass timber design, the building was also part of an Energy Use Intensity (EUI) reduction effort. It features high-performance insulation and barriers, natural light to illuminate a building's interior, efficient indoor lighting fixtures, and optimized equipment, including HVAC systems.

The RAD Center officially opened Phase I in Spring 2024. The third and final phase of construction is scheduled for this summer, with a planned opening set for the fall.

Experts on U.S. energy infrastructure, sustainability, and the future of data

Guest column

Digital infrastructure is the dominant theme in energy and infrastructure, real estate and technology markets.

Data, the byproduct and primary value generated by digital infrastructure, is referred to as “the fifth utility,” along with water, gas, electricity and telecommunications. Data is created, aggregated, stored, transmitted, shared, traded and sold. Data requires data centers. Data centers require energy. The United States is home to approximately 40% of the world's data centers. The U.S. is set to lead the world in digital infrastructure advancement and has an opportunity to lead on energy for a very long time.

Data centers consume vast amounts of electricity due to their computational and cooling requirements. According to the United States Department of Energy, data centers consume “10 to 50 times the energy per floor space of a typical commercial office building.” Lawrence Berkeley National Laboratory issued a report in December 2024 stating that U.S. data center energy use reached 176 TWh by 2023, “representing 4.4% of total U.S. electricity consumption.” This percentage will increase significantly with near-term investment into high performance computing (HPC) and artificial intelligence (AI). The markets recognize the need for digital infrastructure build-out and, developers, engineers, investors and asset owners are responding at an incredible clip.

However, the energy demands required to meet this digital load growth pose significant challenges to the U.S. power grid. Reliability and cost-efficiency have been, and will continue to be, two non-negotiable priorities of the legal, regulatory and quasi-regulatory regime overlaying the U.S. power grid.

Maintaining and improving reliability requires physical solutions. The grid must be perfectly balanced, with neither too little nor too much electricity at any given time. Specifically, new-build, physical power generation and transmission (a topic worthy of another article) projects must be built. To be sure, innovative financial products such as virtual power purchase agreements (VPPAs), hedges, environmental attributes, and other offtake strategies have been, and will continue to be, critical to growing the U.S. renewable energy markets and facilitating the energy transition, but the U.S. electrical grid needs to generate and move significantly more electrons to support the digital infrastructure transformation.

But there is now a third permanent priority: sustainability. New power generation over the next decade will include a mix of solar (large and small scale, offsite and onsite), wind and natural gas resources, with existing nuclear power, hydro, biomass, and geothermal remaining important in their respective regions.

Solar, in particular, will grow as a percentage of U.S grid generation. The Solar Energy Industries Association (SEIA) reported that solar added 50 gigawatts of new capacity to the U.S. grid in 2024, “the largest single year of new capacity added to the grid by an energy technology in over two decades.” Solar is leading, as it can be flexibly sized and sited.

Under-utilized technology such as carbon capture, utilization and storage (CCUS) will become more prominent. Hydrogen may be a potential game-changer in the medium-to-long-term. Further, a nuclear power renaissance (conventional and small modular reactor (SMR) technologies) appears to be real, with recent commitments from some of the largest companies in the world, led by technology companies. Nuclear is poised to be a part of a “net-zero” future in the United States, also in the medium-to-long term.

The transition from fossil fuels to zero carbon renewable energy is well on its way – this is undeniable – and will continue, regardless of U.S. political and market cycles. Along with reliability and cost efficiency, sustainability has become a permanent third leg of the U.S. power grid stool.

Sustainability is now non-negotiable. Corporate renewable and low carbon energy procurement is strong. State renewable portfolio standards (RPS) and clean energy standards (CES) have established aggressive goals. Domestic manufacturing of the equipment deployed in the U.S. is growing meaningfully and in politically diverse regions of the country. Solar, wind and batteries are increasing less expensive. But, perhaps more importantly, the grid needs as much renewable and low carbon power generation as possible - not in lieu of gas generation, but as an increasingly growing pairing with gas and other technologies. This is not an “R” or “D” issue (as we say in Washington), and it's not an “either, or” issue, it's good business and a physical necessity.

As a result, solar, wind and battery storage deployment, in particular, will continue to accelerate in the U.S. These clean technologies will inevitably become more efficient as the buildout in the U.S. increases, investments continue and technology advances.

At some point in the future (it won’t be in the 2020s, it could be in the 2030s, but, more realistically, in the 2040s), the U.S. will have achieved the remarkable – a truly modern (if not entirely overhauled) grid dependent largely on a mix of zero and low carbon power generation and storage technology. And when this happens, it will have been due in large part to the clean technology deployment and advances over the next 10 to 15 years resulting from the current digital infrastructure boom.

---

Hans Dyke and Gabbie Hindera are lawyers at Bracewell. Dyke's experience includes transactions in the electric power and oil and gas midstream space, as well as transactions involving energy intensive industries such as data storage. Hindera focuses on mergers and acquisitions, joint ventures, and public and private capital market offerings.

Rice researchers' quantum breakthrough could pave the way for next-gen superconductors

new findings

A new study from researchers at Rice University, published in Nature Communications, could lead to future advances in superconductors with the potential to transform energy use.

The study revealed that electrons in strange metals, which exhibit unusual resistance to electricity and behave strangely at low temperatures, become more entangled at a specific tipping point, shedding new light on these materials.

A team led by Rice’s Qimiao Si, the Harry C. and Olga K. Wiess Professor of Physics and Astronomy, used quantum Fisher information (QFI), a concept from quantum metrology, to measure how electron interactions evolve under extreme conditions. The research team also included Rice’s Yuan Fang, Yiming Wang, Mounica Mahankali and Lei Chen along with Haoyu Hu of the Donostia International Physics Center and Silke Paschen of the Vienna University of Technology. Their work showed that the quantum phenomenon of electron entanglement peaks at a quantum critical point, which is the transition between two states of matter.

“Our findings reveal that strange metals exhibit a unique entanglement pattern, which offers a new lens to understand their exotic behavior,” Si said in a news release. “By leveraging quantum information theory, we are uncovering deep quantum correlations that were previously inaccessible.”

The researchers examined a theoretical framework known as the Kondo lattice, which explains how magnetic moments interact with surrounding electrons. At a critical transition point, these interactions intensify to the extent that the quasiparticles—key to understanding electrical behavior—disappear. Using QFI, the team traced this loss of quasiparticles to the growing entanglement of electron spins, which peaks precisely at the quantum critical point.

In terms of future use, the materials share a close connection with high-temperature superconductors, which have the potential to transmit electricity without energy loss, according to the researchers. By unblocking their properties, researchers believe this could revolutionize power grids and make energy transmission more efficient.

The team also found that quantum information tools can be applied to other “exotic materials” and quantum technologies.

“By integrating quantum information science with condensed matter physics, we are pivoting in a new direction in materials research,” Si said in the release.

View All Listings

ENERGYCAPITALHTX EMAILS ARE AWESOME