decisions to be made

Tesla wants shareholders to vote for $56B Musk pay package, Texas HQ move

In a filing with federal regulators early Wednesday, the company said it would ask shareholders to vote on both issues during its annual meeting on June 13. Photo via Getty Images

Tesla will ask shareholders to reinstate a $56 billion compensation package for CEO Elon Musk that was rejected by a judge in Delaware this year, and to move the electric car maker’s corporate home from Delaware to Texas.

In a filing with federal regulators early Wednesday, the company said it would ask shareholders to vote on both issues during its annual meeting on June 13.

In January, Chancellor Kathaleen St. Jude McCormick ruled that Musk is not entitled to a landmark compensation package awarded by Tesla’s board of directors that is potentially worth about $55.8 billion over 10 years starting in 2018.

Five years ago, a Tesla shareholder lawsuit alleged that the pay package should be voided because it was dictated by Musk and was the product of sham negotiations with directors who were not independent of him.

Musk said a month after the judge's ruling that he would try to move Tesla's corporate listing to Texas, where he has already moved company headquarters.

Almost immediately after the judge's ruling, Musk did exactly that with Neuralink, his privately held brain implant company, moving its corporate home from Delaware to Nevada.

In a letter to shareholders this week, Chairperson 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 a 2018 CEO pay package that was approved by shareholders.

“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, according to a regulatory filing. But the value its shares has eroded quickly this year as sales of electric vehicles soften.

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 and demand for electric vehicle sales is fading.

Tesla's shares have lost more than one third of their value this year as massive price cuts have failed to draw more buyers. The company said it delivered 386,810 vehicles from January through March, nearly 9% fewer than it sold in the same period last year.

Shareholders also will be asked to cast a nonbinding advisory vote on 2023 executive compensation.

But the proxy statement filed with the Securities and Exchange Commission does not address Musk’s demand to own 25% of Tesla shares for him to pursue artificial intelligence and robotics at the company. At present he owns 20.5% of the company.

In January Musk challenged the Tesla board in a post on X, the social media platform he now owns, to come up with a new compensation package. Unless he gets 25%, he wrote that he’d prefer to build products outside of Tesla, apparently with another company.

Wedbush analyst Dan Ives, who is normally bullish on Tesla, said in an interview that the filing doesn't address multiple issues including Musk's future compensation.

“It's the elephant in the room because Musk has threatened over X, and it's been a massive overhang" for Tesla stock, Ives said.

Musk, he said, needs to commit to being Tesla CEO for three to five years and developing artificial intelligence with the company. When the company announces first-quarter earnings next week, Musk needs to spell out plans for future growth, including the status of the Model 2, a small EV that costs about $25,000, Ives said. Otherwise, dark days lie ahead, he said.

“Investors are not just taking Musk's word,” he said. “There's a feeling like the plane is crashing into the ocean and the board is focused on their own salted peanuts.”

Musk has less leverage than he did in January because of this year's stock slide. “He went from Cinderella story to the Nightmare on Elm Street in a matter of six months,” Ives said.

At the time of the Delaware court ruling, Musk’s package was worth more than $55.8 billion, but the court may have cost the mercurial CEO over $10 billion due to the company’s stock slide this year. The filing said Musk’s 2018 compensation was worth $44.9 billion at the close of trading on April 12.

Since 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.

This week, Tesla said it was letting about 10% of its workers go, about 14,000 people.

In the filing, Tesla's board wrote that the decision to seek shareholder approval of Musk's 2018 pay package was made by the board after it received a report from a special committee of one board member, Kathleen Wilson-Thompson.

The board wrote that if there is any significant vote against future executive pay packages, “we will consider our stockholders' concerns, and the compensation committee will evaluate whether any actions are necessary to address those concerns.”

Shares of Tesla Inc., which slid another 8% this week, fell about 1% Wednesday.

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A View From HETI

A new generation of technology is making it faster, safer, and more cost-effective to identify CUI. Courtesy photo

Corrosion under insulation (CUI) accounts for roughly 60% of pipeline leaks in the U.S. oil and gas sector. Yet many operators still rely on outdated inspection methods that are slow, risky, and economically unsustainable.

This year, widespread budget cuts and layoffs across the sector are forcing refineries to do more with less. Efficiency is no longer a goal; it’s a mandate. The challenge: how to maintain safety and reliability without overextending resources?

Fortunately, a new generation of technologies is gaining traction in the oil and gas industry, offering operators faster, safer, and more cost-effective ways to identify and mitigate CUI.

Hidden cost of corrosion

Corrosion is a pervasive threat, with CUI posing the greatest risk to refinery operations. Insulation conceals damage until it becomes severe, making detection difficult and ultimately leading to failure. NACE International estimates the annual cost of corrosion in the U.S. at $276 billion.

Compounding the issue is aging infrastructure: roughly half of the nation’s 2.6 million miles of pipeline are over 50 years old. Aging infrastructure increases the urgency and the cost of inspections.

So, the question is: Are we at a breaking point or an inflection point? The answer depends largely on how quickly the industry can move beyond inspection methods that no longer match today's operational or economic realities.

Legacy methods such as insulation stripping, scaffolding, and manual NDT are slow, hazardous, and offer incomplete coverage. With maintenance budgets tightening, these methods are no longer viable.

Why traditional inspection falls short

Without question, what worked 50 years ago no longer works today. Traditional inspection methods are slow, siloed, and dangerously incomplete.

Insulation removal:

  • Disruptive and expensive.
  • Labor-intensive and time-consuming, with a high risk of process upsets and insulation damage.
  • Limited coverage. Often targets a small percentage of piping, leaving large areas unchecked.
  • Health risks: Exposes workers to hazardous materials such as asbestos or fiberglass.

Rope access and scaffolding:

  • Safety hazards. Falls from height remain a leading cause of injury.
  • Restricted time and access. Weather, fatigue, and complex layouts limit coverage and effectiveness.
  • High coordination costs. Multiple contractors, complex scheduling, and oversight, which require continuous monitoring, documentation, and compliance assurance across vendors and protocols drive up costs.

Spot checks:

  • Low detection probability. Random sampling often fails to detect localized corrosion.
  • Data gaps. Paper records and inconsistent methods hinder lifecycle asset planning.
  • Reactive, not proactive: Problems are often discovered late after damage has already occurred.

A smarter way forward

While traditional NDT methods for CUI like Pulsed Eddy Current (PEC) and Real-Time Radiography (RTR) remain valuable, the addition of robotic systems, sensors, and AI are transforming CUI inspection.

Robotic systems, sensors, and AI are reshaping how CUI inspections are conducted, reducing reliance on manual labor and enabling broader, data-rich asset visibility for better planning and decision-making.

ARIX Technologies, for example, introduced pipe-climbing robotic systems capable of full-coverage inspections of insulated pipes without the need for insulation removal. Venus, ARIX’s pipe-climbing robot, delivers full 360° CUI data across both vertical and horizontal pipe circuits — without magnets, scaffolding, or insulation removal. It captures high-resolution visuals and Pulsed Eddy Current (PEC) data simultaneously, allowing operators to review inspection video and analyze corrosion insights in one integrated workflow. This streamlines data collection, speeds up analysis, and keeps personnel out of hazardous zones — making inspections faster, safer, and far more actionable.

These integrated technology platforms are driving measurable gains:

  • Autonomous grid scanning: Delivers structured, repeatable coverage across pipe surfaces for greater inspection consistency.
  • Integrated inspection portal: Combines PEC, RTR, and video into a unified 3D visualization, streamlining analysis across inspection teams.
  • Actionable insights: Enables more confident planning and risk forecasting through digital, shareable data—not siloed or static.

Real-world results

Petromax Refining adopted ARIX’s robotic inspection systems to modernize its CUI inspections, and its results were substantial and measurable:

  • Inspection time dropped from nine months to 39 days.
  • Costs were cut by 63% compared to traditional methods.
  • Scaffolding was minimized 99%, reducing hazardous risks and labor demands.
  • Data accuracy improved, supporting more innovative maintenance planning.

Why the time is now

Energy operators face mounting pressure from all sides: aging infrastructure, constrained budgets, rising safety risks, and growing ESG expectations.

In the U.S., downstream operators are increasingly piloting drone and crawler solutions to automate inspection rounds in refineries, tank farms, and pipelines. Over 92% of oil and gas companies report that they are investing in AI or robotic technologies or have plans to invest soon to modernize operations.

The tools are here. The data is here. Smarter inspection is no longer aspirational — it’s operational. The case has been made. Petromax and others are showing what’s possible. Smarter inspection is no longer a leap but a step forward.

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Tyler Flanagan is director of service & operations at Houston-based ARIX Technologies.


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