Elon Musk’s $55 billion Tesla CEO compensation gets voided by judge
A Delaware judge has sided with Tesla shareholders who filed a lawsuit claiming that Elon Musk unjustly secured a $55 billion CEO compensation plan. The plan is now voided by the court.
It’s unclear what will come out of this unique situation where Musk could potentially have to give back billions of dollars worth of Tesla shares.
In 2018, Tesla shareholders voted for Elon Musk to get a historic new CEO compensation package that could be worth $55 billion for the executive if Tesla achieved remarkable growth in valuation and profits, which it did.
However, some shareholders argued that Musk unfairly secured this extremely generous compensation plan through misleading shareholders about the fact that the plan was being put together by an independent board.
They filed a complaint in court in Delaware. The case went to trial in 2022, but it took a long time for the judge to give her decision.
The case came back into the news lately as Musk discussed another potentially historical CEO compensation plan at Tesla as he seeks to get 25% voting control over the company. His stake in Tesla is currently down to about 13% (~18% if he ends up being able exercise some stock options left from his compensation plan) after he sold tens of billions worth of Tesla stocks to buy Twitter.
Musk said that Tesla was waiting on the judge’s decision before moving ahead with the new compensation plan
The decision finally came today. Delaware Chancery Court Chief Judge Kathaleen St. J. McCormick sided with the shareholders who filed the complaint:
This posttrial decision enters judgment for the plaintiff, finding that the compensation plan is subject to review under the entire fairness standard, the defendants bore the burden of proving that the compensation plan was fair, and they failed to meet their burden.
Musk briefly commented on the judgment, which he is most likely going to appeal, on X:
In short, the judge found that “Musk controlled Tesla” at the time the compensation package was put together:
The collection of features characterizing Musk’s relationship with Tesla and its directors gave him enormous influence over Tesla. In addition to his 21.9% equity stake, Musk was the paradigmatic “Superstar CEO,” who held some of the most influential corporate positions (CEO, Chair, and founder), enjoyed thick ties with the directors tasked with negotiating on behalf of Tesla, and dominated the process that led to board approval of his compensation plan. At least as to this transaction, Musk controlled Tesla.
An interesting caveat to the decision is that Musk’s lawyers had the option to shift the burden of proof that the compensation package was unfair to the plaintiff, but only if the package approved by “fully informed vote of the majority of the minority stockholders.”
Of course, Tesla shareholders voted for the plan, but the judge found that “the defendants were unable to prove that the stockholder vote was fully informed because the proxy statement inaccurately described key directors as independent and misleadingly omitted details about the process.”
Therefore, an important part of this case relied on the judge agreeing with the plaintiff that the board members behind the package were not “independent”.
Here’s how the judge describes how it wasn’t even clear who was negotiating on Musk’s behalf versus Tesla’s behalf:
The process leading to the approval of Musk’s compensation plan was deeply flawed. Musk had extensive ties with the persons tasked with negotiating on Tesla’s behalf. He had a 15-year relationship with the compensation committee chair, Ira Ehrenpreis. The other compensation committee member placed on the working group, Antonio Gracias, had business relationships with Musk dating back over 20 years, as well as the sort of personal relationship that had him vacationing with Musk’s family on a regular basis. The working group included management members who were beholden to Musk, such as General Counsel Todd Maron who was Musk’s former divorce attorney and whose admiration for Musk moved him to tears during his deposition. In fact, Maron was a primary gobetween Musk and the committee, and it is unclear on whose side Maron viewed himself. Yet many of the documents cited by the defendants as proof of a fair process were drafted by Maron.
After hearing from both sides, the judge found that there was “no meaningful negotiation over any of the terms of the plan.”
Musk’s lawyers tried to argue that the CEO made some “concessions” as part of negotiations, but the judge didn’t buy it.
In this litigation, the defendants touted as concessions certain features of the compensation plan—a five-year holding period, an M&A adjustment, and a 12- tranche structure that required Tesla to increase market capitalization by $100 billion more than Musk had initially proposed to maximize compensation under the plan. But the holding period was adopted in part to increase the discount on the publicly disclosed grant price, the M&A adjustment was industry standard, and the 12-tranche structure was reached in an effort to translate Musk’s fully-diluted-share proposal to the board’s preferred total-outstanding-shares metric. It is not accurate to refer to these terms as concessions.
One of the main arguments from Tesla shareholders who are against this lawsuit is that “it was good for everyone”. Yes, Elon gets 6% more of Tesla, but Tesla gets $600 billion more in valuation.
The judge had an answer to this argument:
At a high level, the “6% for $600 billion” argument has a lot of appeal. But that appeal quickly fades when one remembers that Musk owned 21.9% of Tesla when the board approved his compensation plan. This ownership stake gave him every incentive to push Tesla to levels of transformative growth—Musk stood to gain over $10 billion for every $50 billion in market capitalization increase. Musk had no intention of leaving Tesla, and he made that clear at the outset of the process and throughout this litigation. Moreover, the compensation plan was not conditioned on Musk devoting any set amount of time to Tesla because the board never proposed such a term. Swept up by the rhetoric of “all upside,” or perhaps starry eyed by Musk’s superstar appeal, the board never asked the $55.8 billion question: Was the plan even necessary for Tesla to retain Musk and achieve its goals?
The story is still developing. I will update with more details as I continue going through the lengthy decision, which you can read below.
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The electric box van experts at Harbinger announced a new, EREV version of their medium-duty van that pairs a big battery with a small, gas-powered ICE engine to offer fleets that are hesitant to electrify a massive 500 miles of autonomy on a single charge + tank.
The American truck brand is putting its latest $100 million raise to good use, developing a cost-competitive EREV chassis that marries a low-emissions 1.4L inline four-cylinder gas engine with a close coupled 800V generator sending power to a 140 or 175 kW battery for up to 500 miles of fully loaded range. More than enough, in other words, to meet the needs of just about any fleet you can think of.
That’s a good thing, too, because medium-duty trucks are put to work in just about any circumstance you can think of, as well – a fact that’s not lost on Harbinger.
“Medium-duty vehicles serve an incredibly diverse range of applications, just like the fleets and operators that rely on them, ” explains John Harris, Co-founder and CEO, Harbinger. “There are some fleets whose needs simply can’t be met with a purely electric vehicle—and we recognize that. Our hybrid is designed for use cases and routes that go beyond what an all-electric system typically supports. The series hybrid delivers the benefits of an electric drivetrain, along with the added confidence of a range extender when needed.”
In addition an up-front cost that should make it an attractive prospect for fleet buyers, the new Harbinger EREV pack performance that should made it attractive for its drivers, too. The new chassis’ electric powertrain delivers 440 hp and 1,140 lb-ft of tq for quick acceleration into traffic and smooth running, even under load. Charging performance is also quick, with the ability to get the big battery from 10-80% charge in just under an hour on a 150 kW port.
You’ve heard all this before
If that sounds familiar, that’s because it is. This medium-duty chassis was first shown last year, making its debut under a Thor Class A motorhome concept that we covered in September. That vehicle promised the same great EREV range and capability to a market that values independence and spontaneity more than most, and bringing those values to a medium-duty commercial market that’s lapping up “messy middle” propaganda from Shell NACFE is just smart business.
The new Harbinger chassis’ batteries are manufactured by Panasonic. No word on who is making the 1.4L ICE generator, but my money’s on the GM SGE four-cylinder last seen in the gas-powered Chevy Spark. You guys are smart, though – if you have a better guess who the supplier might be, let us know in the comments.
SOURCE | IMAGES: Harbinger.
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Environment
Trump wants coal to power AI data centers. The tech industry may need to make peace with that for now
President Donald Trump wants to revive the struggling coal industry in the U.S. by deploying plants to power the data centers that the Big Tech companies are building to train artificial intelligence.
Trump issued an executive order in April that directed his Cabinet to find areas of the U.S. where coal-powered infrastructure is available to support AI data centers and determine whether the infrastructure can be expanded to meet the growing electricity demand from the nation’s tech sector.
Trump has repeatedly promoted coal as power source for data centers. The president told the World Economic Forum in January that he would approve power plants for AI through emergency declaration, calling on the tech companies to use coal as a backup power source.
“They can fuel it with anything they want, and they may have coal as a backup — good, clean coal,” the president said.
Trump’s push to deploy coal runs afoul of the tech companies’ environmental goals. In the short-term, the industry’s power needs may inadvertently be extending the life of existing coal plants.
Coal produces more carbon dioxide emissions per kilowatt hour of power than any other energy source in the U.S. with the exception of oil, according to the Energy Information Administration. The tech industry has invested billions of dollars to expand renewable energy and is increasingly turning to nuclear power as a way to meet its growing electricity demand while trying to reduce carbon dioxide emissions that fuel climate change.
For coal miners, Trump’s push is a potential lifeline. The industry has been in decline as coal plants are being retired in the U.S. About 16% of U.S. electricity generation came from burning coal in 2023, down from 51% in 2001, according to EIA data.
Peabody Energy CEO James Grech, who attended Trump’s executive order ceremony at the White House, said “coal plants can shoulder a heavier load of meeting U.S. generation demands, including multiple years of data center growth.” Peabody is one of the largest coal producers in the U.S.
Grech said coal plants should ramp up how much power they dispatch. The nation’s coal fleet is dispatching about 42% of its maximum capacity right now, compared to a historical average of 72%, the CEO told analysts on the company’s May 6 earnings call.
“We believe that all coal-powered generators need to defer U.S. coal plant retirements as the situation on the ground has clearly changed,” Grech said. “We believe generators should un-retire coal plants that have recently been mothballed.”
Tech sector reaction
There is a growing acknowledgment within the tech industry that fossil fuel generation will be needed to help meet the electricity demand from AI. But the focus is on natural gas, which emits less half the CO2 of coal per kilowatt hour of power, according the the EIA.
“To have the energy we need for the grid, it’s going to take an all of the above approach for a period of time,” Kevin Miller, Amazon’s vice president of global data centers, said during a panel discussion at conference of tech and oil and gas executives in Oklahoma City last month.
“We’re not surprised by the fact that we’re going to need to add some thermal generation to meet the needs in the short term,” Miller said.
Thermal generation is a code word for gas, said Nat Sahlstrom, chief energy officer at Tract, a Denver-based company that secures land, infrastructure and power resources for data centers. Sahlstrom previously led Amazon’s energy, water and sustainability teams.
Executives at Amazon, Nvidia and Anthropic would not commit to using coal, mostly dodging the question when asked during the panel at the Oklahoma City conference.
“It’s never a simple answer,” Amazon’s Miller said. “It is a combination of where’s the energy available, what are other alternatives.”
Nvidia is able to be agnostic about what type of power is used because of the position the chipmaker occupies on the AI value chain, said Josh Parker, the company’s senior director of corporate sustainability. “Thankfully, we leave most of those decisions up to our customers.”
Anthropic co-founder Jack Clark said there are a broader set of options available than just coal. “We would certainly consider it but I don’t know if I’d say it’s at the top of our list.”
Sahlstrom said Trump’s executive order seems like a “dog whistle” to coal mining constituents. There is a big difference between looking at existing infrastructure and “actually building new power plants that are cost competitive and are going to be existing 30 to 40 years from now,” the Tract executive said.
Coal is being displaced by renewables, natural gas and existing nuclear as coal plants face increasingly difficult economics, Sahlstrom said. “Coal has kind of found itself without a job,” he said.
“I do not see the hyperscale community going out and signing long term commitments for new coal plants,” the former Amazon executive said. (The tech companies ramping up AI are frequently referred to as “hyperscalers.”)
“I would be shocked if I saw something like that happen,” Sahlstrom said.
Coal retirements strain grid
But coal plant retirements are creating a real challenge for the grid as electricity demand is increasing due to data centers, re-industrialization and the broader electrification of the economy.
The largest grid in the nation, the PJM Interconnection, has forecast electricity demand could surge 40% by 2039. PJM warned in 2023 that 40 gigawatts of existing power generation, mostly coal, is at risk of retirement by 2030, which represents about 21% of PJM’s installed capacity.
Data centers will temporarily prolong coal demand as utilities scramble to maintain grid reliability, delaying their decarbonization goals, according to a Moody’s report from last October. Utilities have already postponed the retirement of coal plants totaling about 39 gigawatts of power, according to data from the National Mining Association.
“If we want to grow America’s electricity production meaningfully over the next five or ten years, we [have] got to stop closing coal plants,” Energy Secretary Chris Wright told CNBC’s “Money Movers” last month.
But natural gas and renewables are the future, Sahlstrom said. Some 60% of the power sector’s emissions reductions over the past 20 years are due to gas displacing coal, with the remainder coming from renewables, Sahlstrom said.
“That’s a pretty powerful combination, and it’s hard for me to see people going backwards by putting more coal into the mix, particularly if you’re a hyperscale customer who has net-zero carbon goals,” he said.
A federal court judge in Michigan has placed the once-promising electric truck brand Bollinger Motors’ assets into receivership following claims that the company’s owners still owe its founder, Robert Bollinger, more than $10 million.
Bollinger Motors first came to fame in the “draw a truck, get a billion dollars” stage of the EV revolution that saw Nikola rise to a higher market cap than Ford for a brief time. Robert Bollinger wasn’t able to capitalize quickly enough to get his trucks into production, though – and a late stage pivot to sell the brand to Mullen Automotive and launch a medium-duty commercial truck doesn’t appear to have been enough to save it.
Now, Automotive News is reporting on some of the more convoluted details of the Mullen purchase deal, with Robert (for ease of distinguishing the man from the brand) claiming that Mullen Automotive owes him more than $10 million for a loan he made to the company in 2024.
Just how Robert ended up giving Mullen Automotive $10 million to take his eponymous truck brand off his hands is probably one of those capitalistic mysteries that I’ll never understand, but Mullen’s response was perfectly clear: they didn’t even bother to show up to court.
Bollinger claims that at least two suppliers are also suing Mullen for unpaid debts. As such, the Honorable Terrence G. Berg has put the Bollinger brand into receivership, and its assets have been frozen in preparation for everything being liquidated. Worse, for Bollinger, the official court filings reveal a company that is really very much doing not awesome:
The testimony and evidence—which Defendant’s counsel conceded accurately reflected Defendant’s finances—showed that Defendant is in crisis. For months Defendant has owed more than twenty million dollars to suppliers, contractors, service providers, and owners of physical space. These debts are owed to parties who are critical for Defendant’s functioning. CEO Bryan Chambers testified that Defendant was locked out of its production facilities on May 5, 2025, and that the owner of the production facilities was seeking to permanently evict Defendant. The Court heard that Defendant had been prevented from accessing its critical manufacturing accounting system for a short time at the end of April 2025, before making a partial payment to restart services.
US DISTRICT COURT EASTERN DISTRICT OF MICHIGAN
I’m not sure if you caught all that, but Bollinger’s CEO has been locked out the company’s facilities and getting evicted, the company is more than $20 million in debt, and that debt is owed to people Bollinger absolutely needs in order to keep going.
You can read the full court decision, which I’ve embedded here, below. Once you’ve taken it all in, feel free to rush into the comments to say you told me so, since I really thought hoped the Bollinger B1 had a shot. Silly me.
Bollinger v. Bollinger case
SOURCES: Automotive News, Justia, Yahoo!.
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