DEF 14A of Clean Energy Fuels Corp., Apr 4, 2024

DEF 14A of Clean Energy Fuels Corp.

Filed Apr 4, 2024 · FY20230001104659-24-043492

Open on EDGAR

  1. ELECTION OF DIRECTORS

    ELECTION OF DIRECTORS

  2. General

    General Upon the recommendation of our nominating and corporate governance committee, the Board nominated Andrew J. Littlefair, Stephen A. Scully, Lizabeth Ardisana, Karine Boissy-Rousseau, Patrick J. Ford, James C. Miller III, Kenneth M. Socha, Mathieu Soulas, and Vincent C. Taormina, for election as members of the Board at the Annual Meeting. Each of our director nominees, other than Messrs. Littlefair and Soulas and Ms. Boissy-Rousseau, are independent directors within the meaning of applicable rules of The Nasdaq Stock Market LLC (“Nasdaq”). Additionally, the Board affirmatively determined that Mr. Parker A. Weil was an independent director within the meaning of applicable Nasdaq rules during his term as director. Each of the nominees is a current director of our Company and was elected by our stockholders at our 2023 Annual Meeting of Stockholders, other than Mr. Soulas who was appointed to our Board in September 2023 to replace Laurent Wolffsheim and Mr. Ford who was appointed to our Board in March 2024. Ms. Boissy-Rousseau and Mr. Soulas are each being nominated for election at the Annual Meeting pursuant to director designation rights granted to TMS in June 2018. See “Certain Relationships and Related Party Transactions” below for further information about the director designation rights granted to TMS. Upon election at the Annual Meeting, each director will serve a one-year term until the next annual meeting of our stockholders and until his or her respective successor is duly elected and qualified or until his or her earlier resignation or removal. Each of the Board’s director nominees has agreed to serve if elected, and, as of the date of this Proxy Statement, we have no reason to believe any nominee will be unable or unwilling to serve as a director if elected. If, however, any nominee is unable to serve, or for good cause will not serve, as a director at the time of the Annual Meeting, the persons who are designated as proxies may vote your shares, in their discretion, for another nominee that may be proposed by the Board or the Board may choose to reduce the size of the Board. We, as a matter of policy, encourage our directors to attend meetings of our stockholders and, in 2023, all of our then-current directors attended our annual meeting.

  3. Director Nominees

    Director Nominees The names of the director nominees, their ages as of the date of this Proxy Statement, their current positions and offices with our Company and other information about their professional backgrounds are shown below. We believe each of these nominees contributes to the Board’s effectiveness as a whole based on the wealth of executive leadership experience they bring to the Board, as well as the other specific attributes, qualifications and skills described below. There are no family relationships between any director, executive officer or person nominated or chosen to become a director or executive officer of our Company, and except as described under “General” above with respect to Ms. Boissy-Rousseau and Mr. Soulas, there are no arrangements or understandings between any director or nominee and any other person pursuant to which such individual was or is selected as a director or nominee.

  4. Director Nominees

    | Name of Director Nominee | Age | Position(s) and Office(s) | | Andrew J. Littlefair | 63 | President, Chief Executive Officer and Director | | Stephen A. Scully | 65 | Chairman of the Board | | Lizabeth Ardisana | 73 | Director | | Karine Boissy-Rousseau | 50 | Director | | Patrick J. Ford | 62 | Director | | James C. Miller III | 81 | Director | | Kenneth M. Socha | 77 | Director | | Mathieu Soulas | 53 | Director | | Vincent C. Taormina | 68 | Director |

  5. Director Nominees

    Andrew J. Littlefair, one of our founders, has served as our President, Chief Executive Officer and a director since June 2001. From 1996 to 2001, Mr. Littlefair served as President of Pickens Fuel Corp., and from 1987 to 1996, Mr. Littlefair served in various management positions at Mesa, Inc., an energy company. From 1983 to 1987, Mr. Littlefair served in the Reagan Administration as a Staff Assistant to the President. Mr. Littlefair serves as the chairman of the board of directors of SAFE&CEC S.r.l. and previously served on the board of directors of Hilltop Holdings Inc. (formerly PlainsCapital Corporation), a reporting company under the Securities Exchange Act of 1934, as amended (“Exchange Act”), from 2009 to 2023. Mr. Littlefair served as Chairman of NGV America, the leading U.S. advocacy group for natural gas vehicles, from March 1993 to March 2011. He has served on the Ronald Reagan Presidential Foundation & Institute Board of Trustees since July 2011. Mr. Littlefair earned a B.A. from the University of Southern California. Skills and Qualifications: Mr. Littlefair brings to our Board his experience as a co-founder and the Chief Executive Officer of our Company, which gives him unique insight into our Company’s operations, challenges and opportunities. Stephen A. Scully has served as a director of our Company since January 2014 and was appointed as Chairman of the Board on January 1, 2018. Mr. Scully was founder and President of the Scully Companies, a California-based truck leasing and specialized contract carriage provider. He started the Scully Companies immediately after graduating from the University of Southern California in 1981 and subsequently sold it to Ryder System in January 2011. The Scully Companies was the largest independent asset-based logistics provider in the western United States. Since selling the Scully Companies, Mr. Scully has been a private investor and is currently the Chairman of the Newport Beach Harbor Commission. Additionally, he was the Chairman of the Board of the National Truck Leasing System from 1999 to 2010, a board member of the Truck Rental and Leasing Association from 1990 to 1999, a board member of Ameriquest Transportation and Logistics Resources from 2007 to 2008 and is a former member of the California Trucking Association. Skills and Qualifications: Mr. Scully brings to our Board the insight of a successful entrepreneur and operator, as well as extensive knowledge of the trucking industry. Lizabeth Ardisana has served as a director of our Company since December 2019. Ms. Ardisana is the chief executive officer and the principal owner of the firm ASG Renaissance, LLC, which she founded in 1987. ASG Renaissance is a technical and communication services firm with experience providing services to clients in the automotive, environmental, defense, construction, healthcare, banking, and education sectors. Ms. Ardisana is also chief executive officer of Performance Driven Workforce, LLC, a scheduling and staffing firm that was founded in 2015 and has since expanded into five states. Ms. Ardisana, a Hispanic and female business owner, is an active business and civic leader in Michigan. Ms. Ardisana has held numerous leadership positions in a variety of non-profit organizations, including CS Mott Foundation, Kettering University, Metropolitan Affairs Coalition and Focus: Hope. She was appointed by the governor of Michigan to the executive board of the Michigan Economic Development Corporation and serves on its finance committee. Ms. Ardisana is also vice chair of Wayne Health where she serves on the audit committee. On October 10, 2022, Ms. Ardisana was appointed to the Board of Directors of Hannon Armstrong Sustainable Infrastructure Capital, Inc., a leading investor in climate solutions. She has been a member of the board of directors of LeddarTech Holdings since 2024, and previously served as a member of the board of directors of Huntington Bancshares Inc. from 2016 to 2023 and as a member of the board of directors of FirstMerit Corporation from 2013 to 2016. Ms. Ardisana previously served as a board member of United Way for Southeastern Michigan (where she served as chair) and the Skillman Foundation. Ms. Ardisana holds a bachelor’s degree in mathematics and computer science from the University of Texas, a master’s degree in Mechanical Engineering from the University of Michigan and a master’s degree in Business Administration from the University of Detroit. Skills and Qualifications: Ms. Ardisana brings to our Board key experience and relationships in the automotive and environmental industries, as well as skills acquired through serving as a chief executive officer and as a member of multiple public and private company boards. Karine Boissy-Rousseau has served as a director of our Company since December 2021. Ms. Boissy-Rousseau has served as Vice President Green Gases in the Gas, Renewables and Power business segment of TotalEnergies since September 2023. Prior to that, she was Senior Vice President New Mobility and Marketing of TotalEnergies’ Marketing & Services business segment since September 2021. Before that she was President of Air Liquide Hydrogen Mobility & Energy, where she led the development of hydrogen activities in the transportation sector for North America from 2019 to 2021. Prior to that, she was Managing Director of Air Liquide Benelux Industries from 2016 to 2019 and General Manager of Air Liquide France Industries in Paris from 2012 to 2016. Ms. Boissy-Rousseau holds a master’s degree in chemical engineering and a master’s degree in marketing. Skills and Qualifications: Ms. Boissy-Rousseau was appointed as a director pursuant to director designation rights granted to TMS in June 2018, in a transaction described under “Certain Relationships and Related Party Transactions” below. Ms. Boissy-Rousseau brings to our Board extensive renewable fuels experience, significant management skills and key relationships within the TotalEnergies group. Patrick J. Ford has served as a director of our Company since March 2024. Prior to that, Mr. Ford served as an Audit Partner at KPMG LLP from 1994 until his retirement in 2022. Mr. Ford served numerous SEC registrants as the Lead Audit Engagement Partner in the energy, automotive and technology sectors during his tenure with KPMG LLP. Mr. Ford served as a member of the Board of Directors of KPMG LLP and its related entity, KPMG Americas LLP from 2013-2018. Mr. Ford is a certified public accountant (retired status) in California, Arizona and Hawaii. Mr. Ford previously served on the Board of Advisors for the University of Southern California Marshall School of Business from 2006 to 2019 and the Board of Advisors for the Shidler School of Business at the University of Hawaii at Manoa from 2003 to 2007. Mr. Ford holds a bachelor’s degree in business administration with an emphasis in accounting from the University of Southern California. Skills and Qualifications: Mr. Ford brings to our Board extensive experience in finance and accounting within the energy industry. James C. Miller III has served as a director of our Company since May 2006. Mr. Miller served on the board of governors of the United States Postal Service from 2003 to 2011 and as its Chairman from 2005 to 2007. Mr. Miller served on the board of directors of the Washington Mutual Investors Fund from 1992 to 2017. From 1981 to 1985, Mr. Miller was Chairman of the U.S. Federal Trade Commission in the Reagan Administration, and also served as Director of the U.S. Office of Management and Budget from 1985 to 1988. Mr. Miller earned a B.B.A. from the University of Georgia and a Ph.D. in economics from the University of Virginia Skills and Qualifications: Mr. Miller brings to our Board significant financial expertise and experience dealing with large and financially complex organizations.

  6. Director Nominees

    Kenneth M. Socha has served as a director of our Company since January 2003. From 1995 until his retirement at the end of 2014, Mr. Socha served as a Senior Managing Director of Perseus, L.L.C., a private equity fund management company. Previously, Mr. Socha practiced corporate and securities law as a partner in the New York office of Dewey Ballantine. Mr. Socha earned an A.B. from the University of Notre Dame and a J.D. from Duke University Law School. Skills and Qualifications: Mr. Socha brings to our Board legal insight gained during his distinguished legal career and the perspective and financial acumen of a highly successful private equity investor. Mathieu Soulas has served as a director of our Company since September 2023. Mr. Soulas began his career in TotalEnergies’ Refining Division. After holding various positions in European refineries and as head of Refining & Petrochemical operations in the Benelux countries, he moved to the Marketing & Services branch in 2013 as Executive Vice President for the geographical zone of the Indian Ocean and Vice President Supply and Logistic for Africa & Middle East. In 2017, he became Vice President in charge of the Lubricants Business Unit worldwide, covering industrial operations, supply chain, marketing and global sales. In August 2019, he joined the Company’s headquarters as Senior Vice President Strategy & Climate. He was then appointed Vice President Strategy & Supply of the Marketing & Services branch in September 2021. In July 2023, Mathieu Soulas became Senior Vice President New Mobilities & Marketing, regrouping the Business Units Electric Vehicles, Hydrogen and Gas as well as the Business Lines Network, B2B and Mobility Services. Mathieu Soulas is a graduate of France’s Ecole Polytechnique and IFPEN engineering schools. Skills and Qualifications: Mr. Soulas was appointed as a director pursuant to director designation rights granted to TMS in June 2018, in a transaction described under “Certain Relationships and Related Party Transactions” below. He brings to our Board significant renewable natural gas and energy industry experience, significant management skills and key relationships within the TotalEnergies group. Vincent C. Taormina has served as a director of our Company since April 2008. Mr. Taormina is the former chief executive officer of Taormina Industries, Inc., one of California’s largest solid waste and recycling companies. In 1997, Taormina Industries, Inc. merged with Republic Services, a publicly-held waste handling company that operates throughout the United States. Mr. Taormina served as Regional Vice President of Republic Services from 1997 to 2001, managing the overall operations of eleven western states. Since 2001, Mr. Taormina has served and continues to serve as a consultant to Republic Services and is a private investor. Mr. Taormina is a past President of the Orange County Solid Waste Management Association, past President Elect of the California Refuse Removal Council and a former board member of the Waste Recyclers Council for the National Solid Waste Management Board. Skills and Qualifications: Mr. Taormina brings to our Board the perspective of a highly successful entrepreneur and industry leader in the refuse and recycling industry.

  7. Selecting Our Director Nominees

    Selecting Our Director Nominees Under its charter and our corporate governance guidelines, our nominating and corporate governance committee is responsible for reviewing with the Board, on an annual basis, the requisite skills and characteristics of potential new Board members, as well as the composition of the Board as a whole. This assessment includes an analysis of each member’s qualifications as a director and each member’s independence, as well as consideration of age, experience and other diversity factors in the context of the needs of the Board.

  8. Minimum Criteria

    Minimum Criteria Pursuant to our corporate governance guidelines, a majority of our directors must meet the standards for independence as required by Nasdaq, and no director may serve on more than three other public company boards of directors unless approved in advance by the Board. Further, applicable Nasdaq rules provide that at least one member of our Board must meet the criteria for an “audit committee financial expert” as defined by SEC rules, and the members of certain of our Board committees must satisfy enhanced independence and financial expertise standards under applicable Nasdaq and SEC rules. We also believe all directors should possess the following attributes: • Professional ethics and values, consistent with our code of ethics (described below under “Corporate Governance — Code of Ethics”); • A commitment to building stockholder value; • Business acumen and broad experience and expertise at the policy-making level in one or more of the areas of particular consideration described under “Key Qualifications, Skills and Attributes” below; • The ability to provide insights and practical wisdom based on the individual’s experience or expertise; and • Sufficient time to effectively carry out duties as a Board member. Other than the foregoing, there are no stated minimum criteria for director nominees, and the nominating and corporate governance committee may consider these factors and any such other factors as it deems appropriate. The nominating and corporate governance committee does, however, review the activities and associations of each potential director candidate to ensure there is no legal impediment, conflict of interest or other consideration that might hinder or prevent service on our Board.

  9. Diversity

    Diversity Although we do not have a formal policy with respect to Board diversity, the nominating and corporate governance committee strives to assemble a board of directors that brings to our Company a variety of perspectives, skills and expertise. To achieve this, the nominating and corporate governance committee considers individuals from various disciplines and backgrounds in recommending director nominees to the Board, including diversity characteristics that may be self-identified by directors or director nominees, such as race, gender, military service, or other socioeconomic or demographic characteristics. The nominating and corporate governance committee also seeks to recommend directors who possess a broad range of business, professional, governmental, community involvement and natural gas and energy industry experience. The nominating and corporate governance committee assesses these and other factors as it deems appropriate in connection with its annual review of each director and the Board as a whole and takes these factors into account when determining whether to nominate existing directors for re-election in connection with this annual review. The nominating and corporate governance committee also takes these factors into account when considering any director nominee outside of its annual review process, such as when a vacancy exists on the Board or when a stockholder suggests a new director candidate that the committee or the Board decides to consider for a mid-year appointment. In addition, as part of its annual self-evaluation process, the nominating and corporate governance committee assesses its consideration of diversity in identifying and evaluating director candidates, including the key qualifications, skills and attributes that it aims for directors to possess. The nominating and corporate governance committee is committed to further diversifying the Board across a number of metrics, including gender and representatives of underrepresented communities. Our Board has appointed three female directors since 2019, including Ms. Lizabeth Ardisana in December 2019, Ms. Karine Boissy-Rousseau in December 2021, and Ms. Lorraine Paskett in December 2021 (who resigned in May 2023). Two of our nine current directors are female and one of our nine current directors self-identify as an “underrepresented minority” as such term is defined by Nasdaq Listing Rule 5605(f); among the nine directors nominated for election in this Proxy Statement, two are female and one self-identifies as an “underrepresented minority” as such term is defined by Nasdaq Listing Rule 5605(f).

  10. Board Refreshment

    Board Refreshment Board members with a diversity of life experiences, backgrounds and gender are important to bring a variety of perspectives to our Board, as discussed above under “Diversity.” We aim to regularly bring new directors to our Board at a responsible pace to ensure the Board benefits from fresh ideas and perspectives, while balancing the importance of directors who have experience with our Company. Board refreshment is a key matter considered during our annual Board and committee self-evaluations. We have refreshed a majority of our Board since 2018. The average tenure of our Board members is eleven (11) years.

  11. Key Qualifications, Skills and Attributes

    Key Qualifications, Skills and Attributes The nominating and corporate governance committee regularly reviews the appropriate skills and characteristics required of Board members in the context of the composition of the Board, our operating requirements, and the long-term interests of stockholders. When conducting its review of the key qualifications, skills and attributes desired of Board members, the nominating and corporate governance committee particularly considers:

  12. Key Qualifications, Skills and Attributes

    | Senior Leadership Experience: | Board members who have served in senior leadership positions, such as a chief executive officer, chairman, senior executive, or leader of significant operations, are important to us because they have the experience and perspective to analyze, shape and oversee the execution of important strategic, operational and policy issues. These Board members’ insights and guidance, and their ability to assess and respond to situations encountered by our Board, may be enhanced by leadership experience at complex businesses or organizations. | | RNG and Conventional Natural Gas and Industry Experience: | Because we are seeking to drive adoption of RNG and conventional natural gas as a vehicle fuel by fleet vehicle operators, primarily in the trucking, airport, refuse, public transit, industrial and institutional energy user and government fleet markets, relevant education or experience in our industry is key for understanding our markets, strategy, risk management and operations. |

  13. Key Qualifications, Skills and Attributes

    | Government, Legal, Public Policy and Regulatory Expertise: | Board members who have served in government positions provide experience and insights that help us work constructively with governments and address significant public policy issues. Board members with a background in law can assist the Board and legal team in fulfilling its oversight responsibilities regarding our legal and regulatory compliance and our engagement with regulatory authorities. | | Financial Expertise: | Knowledge of financial markets, financing and funding operations and accounting and financial disclosure and reporting processes is important to have well-represented on our Board. This experience helps our Board members in understanding and overseeing our capital structure, financing and investing activities, as well as our financial reporting and internal controls. | | Public and Private Company Board Experience: | Board members with public and private company board experience understand the dynamics and operations of a corporate board. These matters include the relationship of a company board with senior management personnel, the legal and regulatory landscape in which companies must operate, the importance of particular agenda and oversight issues, and how to oversee an ever-changing mix of strategic, operational and compliance-related matters. |

  14. Key Qualifications, Skills and Attributes

    From time to time, the nominating and corporate governance committee will also consider such other qualifications, skills and attributes as it deems appropriate given the needs of the Board and the Company to maintain a balance of knowledge, experience, background and capability.

  15. Director Nominee Evaluations

    Director Nominee Evaluations At least annually, our nominating and corporate governance committee leads an evaluation of each of our directors and our Board as a whole and each of its committees. In evaluating whether a current director should continue to serve on our Board, the nominating and corporate governance committee considers a number of factors, including the minimum criteria and diversity goals described above and each director’s qualifications, skills and attributes in the areas identified by the committee as particularly important to our Board. In concluding that each of the director nominees should continue to serve as directors of the Company, the nominating and corporate governance committee considered their knowledge, experience and expertise in these areas as indicated in the table below, which they gained from their professional backgrounds described under “Director Nominees” above.

  16. Director Nominee Evaluations

    | Director | Senior Leadership Experience | RNG and Natural Gas Industry Experience | Government, Legal and Regulatory Expertise | Financial Expertise | Company Board Experience | | Andrew J. Littlefair | √ | √ | √ | | √ | | Stephen A. Scully | √ | √ | | √ | √ | | Lizabeth Ardisana | √ | √ | √ | √ | √ | | Karine Boissy-Rousseau | √ | √ | | | √ | | Patrick J. Ford | √ | √ | √ | √ | √ | | James C. Miller III | √ | √ | √ | √ | √ | | Kenneth M. Socha | √ | √ | √ | | √ | | Mathieu Soulas | √ | √ | | | | | Vincent C. Taormina | √ | √ | | | |

  17. OUR BOARD RECOMMENDS A VOTE “FOR ALL” THE DIRECTOR NOMINEES NAMED IN THIS PROPOSAL 1

    OUR BOARD RECOMMENDS A VOTE “FOR ALL” THE DIRECTOR NOMINEES NAMED IN THIS PROPOSAL 1

  18. Identifying and Evaluating Director Nominees

    Identifying and Evaluating Director Nominees Our nominating and corporate governance committee is responsible for identifying individuals qualified to become members of the Board and recommending these candidates to our Board for nomination or appointment. Our nominating and corporate governance committee may utilize a variety of methods to identify potential director candidates. For example, candidates may come to the attention of the nominating and corporate governance committee through current members of the Board, executive officers, professional search firms, stockholders or others. These candidates may be evaluated and considered by our nominating and corporate governance committee at any point during the year, including in connection with each annual meeting of our stockholders. For each such annual meeting, the nominating and corporate governance committee recommends to our Board certain director nominees to stand for election at the annual meeting based on the committee’s evaluation of all potential director candidates, including incumbent directors. The Board then selects its director nominees based on its determination, relying on the recommendation of and other information provided by the nominating and corporate governance committee as it deems appropriate, of the suitability of each potential director candidate to serve as a director of our Company.

  19. Key 2023 Pay Decisions

    Key 2023 Pay Decisions Key pay decisions for 2023 include the following: • Base salaries: For 2023, the compensation committee approved no salary increase for Mr. Littlefair (whose salary had not been adjusted since he elected to take a voluntary pay reduction in February 2015); a 3.5% salary increase for Mr. Vreeland; a 1% salary increase for Mr. Pratt; and a 4.4% salary increase for Mr. Corbus. On May 17, 2023, Mr. Pratt executed an amended and restated employment agreement which included an incremental 5.5% increase over his 2022 base salary level in connection with his transition to Chief Technology Development Officer. • Performance-based cash bonuses: Based on our performance results achieved for 2023, the compensation committee awarded cash incentives under our 2023 performance-based cash incentive plan to our named executive officers below each executive’s target incentive. • Equity awards: In 2023 the compensation committee granted equity awards in the form of stock options to the named executive officers in the first quarter of the calendar year. No equity awards were granted to executive officers in 2022, with the exception of 150 restricted stock units awarded to each of Messrs. Littlefair and Pratt, along with various other Company employees, on December 19, 2022 in recognition for over 20 years of service to the Company, and in 2023 we resumed our normal annual equity grant practices.

  20. Compensation Program Objectives and Philosophy

    Compensation Program Objectives and Philosophy Our compensation committee oversees the design and administration of our executive compensation program. The primary objectives of our executive officer compensation program are to attract, retain and motivate talented and dedicated executive officers; to reward individual performance and achievement of key corporate objectives, including the objectives set forth in our annual strategic plan, without promoting excessive or unnecessary risk-taking; to align the interests of our executive officers with those of our stockholders; and to provide compensation that we believe is fair in light of an executive officer’s experience, responsibilities, performance and tenure with our Company and in relation to the compensation provided to other executives of our Company and comparable executives at certain peer companies. To achieve these objectives, we maintain an executive compensation program that includes the following components: base salary, cash incentives, equity incentives, change in control and post-termination severance compensation and other benefits. The compensation program also places a strong emphasis on pay-for-performance, as a significant portion of executive compensation must be earned through the annual cash bonus opportunity, and our equity incentives have high upside upon achieving share price appreciation. The compensation committee developed our executive compensation program by drawing on its experience and judgment in establishing programs it believes are appropriately rewarding and responsible for a growth company in a developing industry. The compensation committee reviews and evaluates our executive compensation program, including its objectives and the forms of compensation used to achieve these objectives, on at least an annual basis, and adjusts the program as it deems appropriate and considers factors relevant in establishing appropriate levels and mix of compensation for our executive officers.

  21. The Compensation Committee’s Role

    The Compensation Committee’s Role The compensation committee’s general practice is to establish the annual compensation mix and levels for each of our executive officers at the beginning of each fiscal year, typically in our first quarter in connection with annual performance reviews. Performing this process after the end of the prior year allows the compensation committee to incorporate into its analysis information on the Company’s and each individual’s performance during the prior year and to assess each executive officer’s overall contributions to the Company. The compensation committee then compiles this information to establish annual base compensation and performance-related targets and to adjust long-term incentives as appropriate. In 2023, the compensation committee returned to granting equity awards in the form of stock options to the named executive officers in the first quarter of the calendar year.

  22. Compensation Consultant

    Compensation Consultant Our compensation committee has the authority to engage the services of compensation consultants or other experts or advisors as it deems appropriate in fulfilling its responsibilities and has retained the services of Semler Brossy. The compensation committee has the sole authority to approve the terms of this engagement, and Semler Brossy reports to the compensation committee only under this engagement and does not provide any additional services to us other than its work for the compensation committee. Before engaging Semler Brossy, the compensation committee determined that Semler Brossy was independent and that its work would not raise any conflicts of interest after taking into consideration the factors set forth in applicable Nasdaq and SEC rules. In 2023, Semler Brossy assisted as part of the engagement and supported the compensation committee in determining our Board of Director pay levels and compensation plan, reviewing our peer group for 2024 compensation actions, analyzing our equity pool usage, providing executive pay benchmarking to help inform 2024 compensation decisions for the executive team, and supported on various other ad hoc and governance-related items. Peer Group Selecting a group of our peer companies is challenging for many reasons, including principally our belief that there are few publicly traded companies in our line of business. In selecting our peer companies for compensation purposes, our compensation committee generally sought to identify companies that are similar to us across a number of metrics and that, in the compensation committee’s view, compete with us for talent. In 2022, based on Semler Brossy’s recommendations, the compensation committee approved the following 21 companies as our peer companies that were used for 2023 for compensation purposes, which we refer to collectively as the “2023 Peer Group.” When the compensation committee performed an analysis to determine which companies to include in the 2023 Peer Group, the compensation committee concluded that the previous peer group continued to include the most relevant companies for compensation comparison purposes; however, Covanta Holding Corporation and Renewable Energy Group, Inc. were each removed from the peer group because they had been acquired and no longer remain independent publicly traded companies.

  23. Compensation Consultant

    | Aemetis, Inc. | AeroVironment, Inc. | Ameresco, Inc. | | Ballard Power Systems, Inc. | Battalion Oil Corporation | Bloom Energy Corporation | | Broadwind, Inc. | Callon Petroleum Company | Darling Ingredients, Inc. | | Enphase Energy, Inc. | FuelCell Energy, Inc. | Gevo, Inc. | | Green Plains, Inc. | Montauk Renewables, Inc. | Northern Oil and Gas, Inc. | | Ormat Technologies, Inc. | Plug Power, Inc. | Power Solutions International, Inc. | | Rice Acquisition Corp. | Westport Fuel Systems, Inc. | W&T Offshore, Inc. |

  24. Compensation Consultant

    The compensation committee believes benchmarking may not always be the most appropriate tool for setting compensation due to aspects of our business, objectives, and the way we’ve structured executive roles that may be unique to us. The compensation committee considers internal equity, individual performance, tenure, recent pay levels, and input from our CEO and from our compensation consultant, among other factors, in determining final pay levels. The executive pay levels included in this proxy statement were determined based on all of the above factors, in conjunction with considering the peer group as stated above. As a result, the compensation committee retains discretion to vary executive compensation components and levels. For compensation decisions in 2023, the compensation committee did not tie named executive officer compensation (either specific elements of compensation or total compensation levels) to any predetermined benchmark.

  25. Components of Compensation

    Components of Compensation Our named executive officers’ compensation consists of the following components: • Base salary: • Performance-based annual cash incentives; • Equity incentives; • Change in control and post-termination severance compensation; and • Other benefits that are generally available to all of our salaried employees. The compensation committee views the various components of compensation as distinct methods of achieving the various objectives of our compensation program and, as a result, it generally does not believe significant compensation derived from one component should negate or reduce compensation from other components. The compensation committee does, however, review and evaluate each executive’s total compensation, and it may make decisions regarding levels of certain compensation components based on this evaluation of overall compensation, including, for instance, determinations regarding target levels under our performance-based cash incentive plan. The compensation committee also strives to provide an appropriate mix of long-term and short-term, cash and non-cash, and different forms of non-cash compensation; however, the compensation committee has not adopted formal plans or programs that allocate total compensation among these various characteristics.

  26. Cash Incentives

    Cash Incentives 2023 Performance-Based Cash Incentive Plan Our compensation committee believes cash incentives are important to focus our management on, and reward our executives for, achieving financial and strategic objectives on an annual basis, as well as to deliver adequate retention value when combined with our other incentive programs, which may be denominated in equity and/or designed to incentivize performance over a longer term than annually. The compensation committee has the discretion to determine performance criteria, consider factors and developments it deems relevant and award overall cash incentives in the amounts it deems appropriate. Each year our compensation committee approves a performance-based cash incentive plan and pays incentives after reviewing our performance with respect to the criteria set forth in the plan. Further, our compensation committee may, in its discretion, award additional special discretionary cash incentives for extraordinary efforts or performance by our named executive officers that the compensation committee believes are not otherwise covered by the performance criteria in our performance-based cash incentive plan. No discretionary cash incentive awards were made for 2023 performance. As further detailed in the table below, based on our performance for 2023, the compensation committee awarded Mr. Littlefair a cash incentive under our performance-based plan equal to approximately 62% of his target (or “middle”) incentive and awarded the other named executive officers a cash incentive under our performance-based plan equal to approximately 60% of their target (or “middle”) incentives for 2023, as indicated below.

  27. Cash Incentives

    | Name | Target Incentive | Percent of Target Incentive Paid | Total Payout | | Andrew J. Littlefair | $778,680(1) | 62% | $482,811 | | Robert M. Vreeland | $326,025 | 60% | $195,589 | | Mitchell W. Pratt | $385,000 | 60% | $230,970 | | Barclay F. Corbus | $300,000 | 60% | $209,973 |

  28. Cash Incentives

    Mr. Littlefair’s base salary used for purposes of cash performance bonus calculations was $778,680, which was his salary before taking a 10% voluntary pay reduction in 2015. In April 2023, the compensation committee approved a 2023 performance-based cash incentive plan that included base, middle and maximum performance targets for each of the quantitative performance metrics described below, noting that for 2023 the financial results for NG Advantage were evaluated separately and excluded from the 2023 performance-based cash incentive plan. The 2023 plan had the same design as our 2022 performance-based cash incentive plan, including the discretion afforded to our compensation committee in determining performance criteria, performance targets, and actual payouts. For 2023, the total potential cash incentive award under our performance-based cash incentive plan for each of our named executive officers was based on the following, exclusive of the financial results for NG Advantage: • 30% was based on our adjusted EBITDA, which is a non-GAAP financial measure described below; • 20% was based on the achievement (as determined in the compensation committee’s sole discretion) of certain specified strategic initiatives; • 15% was based on the volume of GGEs of natural gas fuel we delivered; • 15% was based on the volume of RNG we delivered; • 10% was based on our volume margin, as defined below; • 5% was based on the volume-related, O&M services margin, as defined below; and • 5% was based on the volume-related, O&M services margin percentage, as defined below. We believe this combination of objective financial performance criteria that include both revenue and profitability measures, combined with tying a portion of the incentive to the achievement of strategic objectives, appropriately incentivized the named executive officers to achieve our business objectives for 2023. Performance Criteria for 2023: • Adjusted EBITDA: We defined adjusted EBITDA as net income (loss) attributable to Clean Energy, plus (minus) income tax expense (benefit), plus interest expense (including any losses from the extinguishment of debt), minus interest income, plus depreciation and amortization expense, plus non-cash incentive contra-revenue charges (Amazon warrant charges), plus stock-based compensation expense, plus (minus) loss (income) from the SAFE&CEC S.r.l. equity method investments, and plus (minus) any loss (gain) from changes in the fair value of derivative instruments. Adjusted EBITDA is a non-GAAP financial measure. See “Calculation of 2023 Adjusted EBITDA” below in this Proxy Statement for the calculation of our 2023 adjusted EBITDA, as well as a reconciliation of adjusted EBITDA to net income (loss), which is the most comparable GAAP financial measure. • Strategic Initiatives: Our strategic initiatives included winning a substantial portion of major fleet fueling business for natural gas vehicles, assisting and capitalizing on the introduction of the Cummins 15-liter engine, securing long-term RNG sources and driving RNG growth pipeline, lowering RNG project costs, working with state governments to maintain successful RNG policy, working to maximize RNG production tax credits, working with states to develop additional low carbon fuel standard (“LCFS”) programs, and solidifying our hydrogen strategy and position ourselves for opportunities. Fuel Volume (in GGEs): We defined the volume of GGEs of natural gas fuel we delivered as (1) the volume of GGEs we sell to our customers as fuel, plus (2) the volume of GGEs dispensed at facilities we do not own but where we provide operation and maintenance services on a per-gallon or fixed fee basis, plus (3) our proportionate share of the GGEs sold as CNG by our joint venture, Mansfield Clean Energy Partners, LLC. RNG Volume (in GGEs): We defined RNG volume as the amount of renewable natural gas fuel, in GGEs, delivered to our customers. • Fuel Volume Margin per GGE: We defined fuel volume margin as gross profit margin from the volumes of natural gas and RNG fuel we delivered, divided by the volumes of RNG, CNG and LNG we delivered (where “gross profit margin” is our fuel volume-related revenue, exclusive of non-cash changes in the fair value of fuel hedge derivatives and Amazon warrant charges, less our fuel volume-related cost of sales, exclusive of depreciation). • Volume-related, O&M services Margin: We defined volume-related, O&M services margin as gross profit margin from performing maintenance services on customer-owned fueling stations. • Volume-related, O&M services Margin %: We define volume-related, O&M services margin percentage as gross volume-related O&M services revenue, less any costs to perform those services, divided by the gross volume-related O&M services revenue. The base, middle and maximum targets for the performance criteria under the incentive plan approved by our compensation committee for 2023, as well as our actual performance for these criteria, are set forth in the following table.

  29. Cash Incentives

    | Performance Criteria | Weighting | Base Target | Middle Target | Maximum Target | Actual Performance(3) | | Adjusted EBITDA | 30% | $47,000 | $52,200 | $60,000 | $39,448 | | Strategic Initiatives | 20% | — | — | — | — | | Volume (in GGEs)(1) | 15% | 268,000 | 281,800 | 296,000 | 254,664 | | RNG Volume (in GGEs)(1) | 15% | 222,000 | 234,000 | 246,000 | 225,689 | | Fuel Volume Margin per Gallon (in GGEs)(1)(2) | 10% | $0.397 | $0.420 | $0.445 | $0.444 | | Volume-related, O&M services Margin | 5% | $17,800 | $18,800 | $19,900 | $18,941 | | Volume-related, O&M services Margin % | 5% | 38.1% | 40.3% | 42.6% | 36% |

  30. Cash Incentives

    (1) Target and actual performance amounts shown in millions. (2) Excludes changes in fair value of derivative instruments and Amazon warrant charges; includes margin from fuel sales, RIN credits, LCFS credits, and AFTC. (3) Actual Performance excluding the actual performance of NG Advantage. If each of the seven performance criteria are achieved at the base performance level, Mr. Littlefair would be entitled to an incentive payment equal to 70% of his target bonus (Mr. Littlefair’s base salary for purposes of bonus calculations was $778,680, which was his base salary before taking a 10% voluntary pay reduction in 2015), while the other named executive officers would be entitled to an incentive payment equal to 50% of their base salaries. If each of the seven performance criteria are achieved at the middle (target) performance level, Mr. Littlefair would be entitled to an incentive payment equal to 100% of his target bonus, while the other named executive officers would be entitled to an incentive payment equal to 70% of their base salaries. The maximum incentive payment for Mr. Littlefair is equal to 150% of his target bonus, while other executives can receive up to approximately 143% of their target bonuses resulting in a payout equal to 100% of their base salaries. Payouts for performance between the base and middle performance levels and between the middle and maximum performance levels are linearly interpolated. Payouts. The compensation committee met in February 2024 to review our 2023 actual performance versus the performance criteria and strategic initiative targets described above and to determine what payouts, if any, would be made under the 2023 performance-based cash incentive plan. Adjusted EBITDA: Our company achieved below the base target for adjusted EBITDA. This adjusted EBITDA performance resulted in no payout for this performance measure. Strategic Initiatives: The compensation committee determined that the named executive officers made significant progress on each of the strategic initiatives and decided that a payout equal to 100% of the maximum target amount for the strategic initiatives’ performance measure was appropriate. • Fuel Volume (in GGEs): Our company achieved below the base target for the volume performance measure. This volume performance resulted in no payout for this performance measure. • RNG Volume (in GGEs): Our company achieved approximately 102% of the base target for RNG volume, which resulted in a payout prorated between the base and middle targets for this performance measure. • Fuel Volume Margin per GGE: Our company achieved approximately 105% of the middle target for fuel volume margin, which resulted in a payout prorated between the middle and maximum targets for this performance measure. • Volume-related, O&M services Margin: Our company achieved approximately 101% of the middle target volume-related, O&M services margin, which resulted in a payout prorated between the middle and maximum targets for this performance measure. • Volume-related, O&M services Margin %: Our company achieved below the base target for volume margin. This volume margin performance resulted in no payout for this performance measure.

  31. Equity Incentives

    Equity Incentives We believe long-term performance motivation is achieved through an ownership culture that encourages performance by our named executive officers through the use of stock-based awards. Our equity incentive plans have been established to provide certain of our employees, including our named executive officers, with incentives designed to align these employees’ interests with the interests of our stockholders. In general, the compensation committee develops its equity award determinations based on its judgments as to whether these equity awards are sufficient to further our ownership culture, appropriately align the interests of our named executive officers with those of our stockholders and retain, motivate, and adequately reward our executives on a long-term basis. We have historically granted our named executive officers a combination of stock options and RSUs, although in the past several years our named executive officers have received exclusively stock options. These awards are subject to both time-based and performance-based vesting requirements, and the compensation committee has exercised its judgment on the weighting of stock options relative to RSUs in any given year.

  32. Equity Incentives

    | Time and Performance-Based Stock Options: | • Afford the recipient the option to purchase shares of our common stock at a stated price per share. • All stock option awards granted under our equity incentive plans include an exercise price equal to the closing price of our common stock on the applicable grant date, and the grant date is always on or after the date of compensation committee approval. • Time-based stock option awards granted to our named executive officers typically vest at a rate of 34% on the one-year anniversary of the date of grant and 33% on each subsequent anniversary until fully vested, subject to the named executive officer’s continued service for our Company at each vesting date. • The vesting of performance-based options granted to our named executive officers generally requires the achievement of objective performance targets or the attainment of a premium price per common share that is set as a multiple of the closing price of a share of common stock on the grant date. The vesting of performance-based options is also subject to the named executive officer’s continued service for our Company at each vesting date. |

  33. Equity Incentives

    | Time and Performance- Based RSUs: | • Full-value awards that represent the contingent right to receive shares of our common stock upon achievement of stated vesting criteria. • Time-based RSU awards granted to our named executive officers typically vest at a rate of 34% on the one-year anniversary of the date of grant and 33% on each subsequent anniversary until fully vested, subject to the named executive officer’s continued service for our Company at each vesting date. • The vesting of performance-based RSUs granted to our named executive officers generally requires the achievement of objective performance targets or the attainment of a premium price per common share that is set as a multiple of the closing price of a share of common stock on the grant date. The vesting of performance-based RSUs is also subject to the named executive officer’s continued service for our Company at each vesting date. |

  34. Equity Incentives

    Equity Awards Granted in 2023 In February 2023, the compensation committee awarded time-based stock options to our named executive officers. In 2023, our equity grants to our named executive officers consisted entirely of stock options that vest over 3 years and expire at the end of 10 years. These options include an exercise price equal to the closing price of our stock on the applicable grant date. As noted above, we grant options to executives to align executives with stockholders interests and to provide incentive and potential upside to executives upon achieving long-term growth of the Company. Our compensation committee and our executive team believe in the long-term growth potential of the Company, and believe stock options to be an appropriate vehicle in properly incentivizing and rewarding progress in achieving growth. Below we outline the stock option grants we made to executives in 2023:

  35. Equity Incentives

    | Executive | Stock Options Granted | Grant Date Fair Value | Strike Price | | Andrew Littlefair | 187,500 | $738,750 | $5.69 | | Robert Vreeland | 112,500 | $443,250 | $5.69 | | Mitchell Pratt | 112,500 | $443,250 | $5.69 | | Barclay Corbus | 250,000 | $985,000 | $5.69 |

  36. Equity Incentives

    In addition to his stock option award, Mr. Pratt was also granted an equity award in the Company’s subsidiary, CLNE PlasmaFlow Holdings, LLC. In connection with Mr. Pratt’s transition from Chief Operating Officer to Chief Technology Development Officer in May 2023, he is expected to devote a portion of his time to growing the CLNE PlasmaFlow business, and this separate equity award was intended as an incentive to motivate Mr. Pratt to drive value creation in this portion of the Company’s business. Mr. Pratt’s CLNE PlasmaFlow equity award is structured as a “profits interest” and vested immediately upon grant. Current Performance of 2021 Performance Stock Options In December of 2021, the compensation committee awarded two performance-based stock options as additional long-term incentives to our named executive officers. At that time, the Company was at a critical juncture, and the compensation committee determined that it was of primary importance to incentivize the named executive officers to strategically execute on expanding the Company’s RNG business over the long term and to create long term stockholder value by increasing the Company’s price per share. These awards have the following performance characteristics: 1) RNG Performance Options — The RNG performance Options are structured to incentivize long-term RNG growth and the vesting of 100% of each grant is subject to the Company’s attainment of four separate RNG supply vesting tranches, with each tranche requiring us to secure 15 million GGEs of RNG supply via investment in order to vest (i.e., the first tranche will vest if we secure 15 million GGEs of RNG supply via investment, the second tranche will vest if we secure an additional 15 million GGEs of RNG supply via investment for a total of 30 million GGEs, the third tranche will vest if we secure an additional 15 million GGEs of RNG supply via investment for a total of 45 million GGEs and the final tranche will vest if we secure an additional 15 million GGEs of RNG supply via investment for a total of 60 million GGEs). We believe these represent challenging multi-year goals that if the named executive officers are able to achieve, will help drive our transformative strategic plan and the achievement of our future RNG volume, revenue and income goals. Each named executive officer must also remain in continued service for our Company at each vesting date in order to vest. As of the record date of the Annual Meeting, one tranche of these options have vested — however, because the strike price on the date of grant — $6.77 — is greater than our trending share price, these options are currently underwater. We believe these options still hold motivational and retentive value to our executives given our belief in the long-term growth potential of the business. 2) Premium Share Price Performance Options — The Premium Share Price Performance options are intended to incentivize the appreciation in the value of our shares. The vesting of 100% of each grant is subject to our attainment of a stock price representing a greater than 100% premium above the closing price of a share of common stock on the grant date. In order for these performance-based options to vest, we must achieve an average closing price equal to or above $14.00 per share over a twenty consecutive trading day period. Each named executive officer must also remain in continued service for our Company on the vesting date in order to vest. As of the Record Date, this price threshold has not been achieved and accordingly, none of these options have vested.

  37. Change in Control and Post-Termination Severance Compensation

    Change in Control and Post-Termination Severance Compensation Our employment agreements with our named executive officers, described under “Employment Agreements” below, provide them certain benefits if their employment is terminated, including a termination following a change in control but excluding a termination by the Company for cause or a voluntary termination by the named executive officer without good reason. The compensation committee believes these benefits are important tools for retaining the services of our named executive officers and helping to align the interests of our named executive officers with those of our stockholders. The details and amounts of these benefits are described below under “Executive Compensation — Potential Payments Upon Termination or Change in Control.” All equity awards granted to our named executive officers after November 2014 are subject to double-trigger vesting upon a change in control. The compensation committee previously determined to modify the standard vesting provisions of our named executive officers’ equity awards from “single-trigger” to “double-trigger” vesting in connection with a change in control because it believes double-trigger vesting more accurately reflects current market practices but still provides appropriate benefits to executives in the event of a termination in connection with a change in control, and is thus in the best interests of our Company and our stockholders. Further, we do not provide any excise tax “gross-up” payments to our executives in connection with a change in control.

  38. Employment Agreements

    Employment Agreements We entered into employment agreements with each of our named executive officers on December 31, 2015 (and entered into an amended employment agreement with Mr. Pratt in May 2023 in connection with his transition to a non-executive officer position). These employment agreements have the following key terms: Each employment agreement, other than Mr. Pratt’s, is passed its initial three-year term and now automatically renews on December 31 for additional one-year periods (unless either party provides notice of non-renewal). The initial term of Mr. Pratt’s employment agreement runs through May 17, 2025 and automatically renews thereafter for additional one-year periods (unless either party provides notice of non-renewal). Each named executive officer is entitled to receive an annual base salary of no less than his base salary in 2015, other than Mr. Pratt, who is entitled to receive an annual base salary of no less than his base salary under the new employment agreement, $550,000. • Each named executive officer is eligible to receive an annual cash incentive of up to a specified percentage of his then-current annual base salary under the terms of our performance-based cash incentive plan in effect for the applicable year. Mr. Littlefair is eligible to receive 70%, 100% or 150% of $778,680 for our achievement of the base, middle and maximum performance targets, respectively, and we consider achievement of the middle performance targets to be Mr. Littlefair’s target incentive amount; each of Messrs. Vreeland, Pratt, and Corbus is eligible to receive 50%, 70% or 100% of his respective base salary for our achievement of the base, middle and maximum performance targets, respectively, and we consider achievement of the middle performance targets to be Messrs. Vreeland’s Pratt’s, and Corbus’ target incentive amount. • Each named executive officer would be entitled to receive certain severance compensation and benefits under certain circumstances upon a termination of the named executive officer’s employment with us. The details of this severance are described below under “Executive Compensation — Potential Payments Upon Termination or Change in Control.” The employment agreements condition severance payments on a so-called “double-trigger” upon a change in control. The employment agreements also do not include any “gross-up” provision for any excise taxes that may be triggered in connection with a change in control under Sections 280G and 4999 of the Code, and instead include a “best-net” cutback provision under which benefits are reduced to avoid triggering any such excise taxes unless the after-tax benefit is greater to the named executive officer without the cutback. The compensation committee determined that these terms are appropriate because they better align our severance and change of control payment practices with current market expectations and the interests of our named executive officers with those of our stockholders, while still providing a level of benefits the compensation committee believes is fair and reasonable and maintaining the retention value of these benefits.

  39. Tax and Accounting Effects

    Tax and Accounting Effects In designing our compensation programs, the compensation committee considers the financial impact and tax and accounting effects that each element of compensation will or may have on the Company and our executives. One such area the compensation committee considers is the tax deductibility of each component of executive compensation. Prior to December 22, 2017, when the Tax Cuts and Jobs Act of 2017 (“TCJA”) was signed into law, Section 162(m) generally prohibited us from taking a tax deduction in any tax year for compensation paid to certain executive officers that exceeded $1,000,000, unless the compensation was payable only upon the achievement of pre-established, objective performance goals under a plan approved by our stockholders. As a result, we believe certain stock option and RSU awards we granted to our named executive officers before the impact of the TCJA have qualified as performance- based compensation under Section 162(m), although there is no guarantee that such equity awards, or any other performance-based compensation paid to our named executive officers, qualify as such. Under the TCJA, the exception for performance-based compensation under Section 162(m) has been repealed, so that the $1,000,000 limit on tax deductions in a tax year generally applies to anyone serving as our chief executive officer or our chief financial officer at any time during a taxable year as well as our top three other highest-compensated executive officers serving at fiscal year-end. These changes generally do not apply to compensation provided pursuant to a binding written contract in effect on November 2, 2017 that is not modified in any material respect after that date. The compensation committee reserves the discretion to make any executive compensation decisions that it considers to be in the best interests of our Company and our stockholders, including to award compensation that may not be deductible or to amend existing compensation arrangements in a manner that could limit their deductibility.

  40. Summary Compensation Table

    Summary Compensation Table The following table summarizes the total compensation awarded to, earned by or paid to each of our named executive officers for 2021, 2022 and 2023:

  41. Summary Compensation Table

    | Name and Principal Position | Year | Salary ($) | Stock Awards ($)(1) | Option Awards ($)(1) | Non-Equity Incentive Plan Compensation ($)(2) | All Other Compensation ($)(3) | Total ($) | | Andrew J. Littlefair President and Chief Executive Officer | 2023 | 700,812 | — | 738,750 | 482,811 | 55,485 | 1,977,858 | | | 2022 | 700,812 | 852 | — | 366,861 | 56,985 | 1,125,510 | | | 2021 | 700,812 | 1,246,032 | 7,954,892 | 839,337 | 70,120 | 10,811,193 | | Robert M. Vreeland Chief Financial Officer | 2023 | 462,721 | — | 443,250 | 195,589 | 12,000 | 1,113,560 | | | 2022 | 450,000 | — | — | 142,956 | 13,500 | 606,456 | | | 2021 | 450,000 | 696,312 | 3,618,822 | 334,611 | 13,000 | 5,112,745 | | Mitchell W. Pratt Former Chief Operating Officer and Corporate Secretary(4) | 2023 | 539,379 | 95,400 | 443,250 | 230,970 | 12,000 | 1,320,999 | | | 2022 | 519,769 | 852 | — | 165,120 | 13,500 | 699,241 | | | 2021 | 519,769 | 696,312 | 3,618,822 | 386,490 | 13,000 | 5,234,393 | | Barclay F. Corbus Senior Vice President, Strategic Development and Head of Renewable Fuels | 2023 | 495,940 | — | 985,000 | 209,973 | 11,903 | 1,702,816 | | | 2022 | 478,888 | — | — | 152,133 | 13,500 | 644,521 | | | 2021 | 478,888 | 696,312 | 3,733,322 | 356,092 | 13,000 | 5,277,614 |

  42. Summary Compensation Table

    (1) The amounts shown in this column represent the grant date fair value of awards granted in each of the periods calculated in accordance with Financial Accounting Standards Board’s Accounting Standards Codification Topic 718, “Compensation — Stock Compensation” (“FASB ASC 718”). For a discussion about the valuation models and assumptions used to calculate the fair value of these awards, see Note 13 to the consolidated financial statements included in the Annual Report. Our named executive officers received stock option grants in 2023, and Mr. Pratt was additionally granted an award of 833,334 profits interest units under the CLNE PlasmaFlow Holdings, LLC 2023 Equity Incentive Plan that vested upon grant. Mr. Pratt’s profits interest award was accounted for under FASB ASC 718 using the Black-Scholes-Merton Option Pricing Model. No equity awards were granted to our named executive officers in 2022, with the exception of 150 restricted stock units awarded to each of Messrs. Littlefair and Pratt, along with various other Company employees, on December 19, 2022 in recognition for over 20 years of service to the Company. (2) The amounts shown in the Non-Equity Incentive Plan Compensation column represent the cash incentives paid under our performance-based cash incentive plan, as described under “Compensation Discussion and Analysis — Components of Compensation — Cash Incentives” above. (3) The amounts shown in the All Other Compensation column represent, (a) for all named executive officers, the Company’s matching contributions under its savings plan qualified under Section 401(k) of the Code, and (b) for Mr. Littlefair in 2023, $45,511.70 paid by the Company for life insurance premiums. On May 17, 2023, Mr. Pratt transitioned from Chief Operating Officer to Chief Technology Development Officer and ceased being an executive officer of the Company. He is included as a named executive officer for purposes of this proxy on account of his service in 2023.

  43. Grants of Plan-Based Awards

    Grants of Plan-Based Awards The following table summarizes all plan-based awards granted to each of the named executive officers in 2023:

  44. Grants of Plan-Based Awards

    | Name(1) | Grant Date | Estimated Future Payouts Under Non-Equity Incentive Plan Awards(2) | | | Estimated Future Payouts Under Equity Incentive Plan Awards Target (#) | All Other Stock Awards: Number of Shares of Stock or Units (#) | All Other Option Awards: Number of Securities Underlying Options (#) | Exercise or Base Price of Option Awards $(/Sh) | Grant Date Fair Value of Stock and Option Awards(3) ($) | | | | Threshold ($) | Target ($) | Maximum ($) | | | | | | | Andrew J. Littlefair | — | 545,076 | 778,680 | 1,168,020 | — | — | — | — | — | | | 2/17/2023 | — | — | — | — | — | 187,500 | 5.69 | 738,750 | | Robert M. Vreeland | — | 232,875 | 326,025 | 465,750 | — | — | — | — | — | | | 2/17/2023 | — | — | — | — | — | 112,500 | 5.69 | 443,250 | | Mitchell W. Pratt | — | 275,000 | 385,000 | 550,000 | — | — | — | — | — | | | 2/17/2023 | — | — | — | — | — | 112,500 | 5.69 | 443,250 | | | 6/1/2023 | — | — | — | — | 833,334(4) | — | — | 95,400 | | Barclay F. Corbus | — | 250,000 | 350,000 | 500,000 | — | — | — | — | — | | | 2/17/2023 | — | — | — | — | — | 250,000 | 5.69 | 985,000 |

  45. Grants of Plan-Based Awards

    (1) Time-based stock options that vest over a period of three years were granted to all of our named executive officers in 2023. Mr. Pratt was also awarded a grant of profits interests under the CLNE PlasmaFlow Holdings, LLC 2023 Equity Incentive Plan that was fully vested upon grant. (2) The amounts shown in these columns represent the possible payouts under the 2023 performance-based cash incentive plan based on achievement levels for certain specified Company performance criteria. The actual amounts paid pursuant to the 2023 performance-based cash incentive plan are reported in the Summary Compensation Table in the “Non-Equity Incentive Plan Compensation” column. The 2023 performance-based cash incentive plan is described under “Compensation Discussion and Analysis — Components of Compensation — Cash Incentives — 2023 Performance-Based Cash Incentive Plan” above. (3) The amounts shown in this column represent the grant date fair value of awards granted in 2023 calculated in accordance with FASB ASC 718. For a discussion about the valuation models and assumptions used to calculate the fair value of these awards, see Note 13 to the consolidated financial statements included in the Annual Report and Footnote 1 to the Summary Compensation Table contained in this Proxy Statement. Represents a grant of profit interests under the CLNE PlasmaFlow Holdings, LLC 2023 Equity Incentive Plan.

  46. Outstanding Equity Awards at Fiscal Year End

    Outstanding Equity Awards at Fiscal Year End The following table summarizes outstanding equity awards held by our named executive officers at December 31, 2023:

  47. Outstanding Equity Awards at Fiscal Year End

    | | Option Awards(1) | | | | | Stock Awards(1) | | | Name | Number of Securities Underlying Unexercised Options (#) Exercisable | Number of Securities Underlying Unexercised Options (#) Unexercisable | Equity Incentive Plan awards: Number of Securities Underlying Unexercised Unearned Options (#) | Option Exercise Price ($) | Option Expiration Date | Number of Shares or Units of Stock That Have Not Vested (#) | Market Value of Shares or Units of Stock That Have Not Vested ($)(6) | | Andrew J. Littlefair | 75,000 | — | — | 6.01 | 2/26/2025 | — | — | | | 96,000 | — | — | 5.02 | 11/15/2025 | — | — | | | 24,000 | — | — | 3.63 | 1/4/2026 | — | — | | | 260,000 | — | — | 2.83 | 1/13/2027 | — | — | | | 213,750 | — | — | 1.37 | 3/1/2028 | — | — | | | 193,082 | — | — | 2.19 | 2/24/2029 | — | — | | | 91,800 | — | — | 2.56 | 2/24/2030 | — | — | | | 123,012 | 60,588 | —(2) | 10.18 | 1/21/2031 | — | — | | | 167,500 | 82,500 | —(4) | 6.77 | 12/7/2031 | — | — | | | 62,500 | — | 1,187,500(5) | 6.77 | 12/7/2031 | — | — | | | — | — | — | — | — | 40,392(3) | 154,701 | | | — | 187,500(7) | — | 5.69 | 2/16/2033 | — | — | | Robert M. Vreeland | 75,000 | — | — | 6.51 | 11/3/2024 | — | — | | | 25,000 | — | — | 8.66 | 5/11/2025 | — | — | | | 12,000 | — | — | 3.63 | 1/4/2026 | — | — | | | 109,091 | — | — | 2.83 | 1/13/2027 | — | — | | | 95,000 | — | — | 1.37 | 3/1/2028 | — | — | | | 101,052 | — | — | 2.19 | 2/24/2029 | — | — | | | 51,300 | — | — | 2.56 | 2/24/2030 | — | — | | | 68,742 | 33,858 | —(2) | 10.18 | 1/21/2031 | — | — | | | 100,500 | 49,500 | —(4) | 6.77 | 12/7/2031 | — | — | | | 37,500 | — | 487,500(5) | 6.77 | 12/7/2031 | — | — | | | — | 112,500(7) | — | 5.69 | 2/16/2033 | — | — | | | — | — | — | — | — | 22,572(3) | 86,451 | | Mitchell W. Pratt | 60,000 | — | — | 6.01 | 2/26/2025 | — | — | | | 70,400 | — | — | 5.02 | 11/15/2025 | — | — | | | 17,600 | — | — | 3.63 | 1/4/2026 | — | — | | | 90,909 | — | — | 2.83 | 1/13/2027 | — | — | | | 16,929 | — | — | 2.56 | 2/24/2030 | — | — | | | 68,742 | 33,858 | —(2) | 10.18 | 1/21/2031 | — | — | | | 100,500 | 49,500 | —(4) | 6.77 | 12/7/2031 | — | — | | | 37,500 | — | 487,500(5) | 6.77 | 12/7/2031 | — | — | | | — | 112,500(7) | — | 5.69 | 2/16/2033 | — | — | | | — | — | — | — | — | 22,572(3) | 86,451 |

  48. Outstanding Equity Awards at Fiscal Year End

    | | Option Awards(1) | | | | | Stock Awards(1) | | | Name | Number of Securities Underlying Unexercised Options (#) Exercisable | Number of Securities Underlying Unexercised Options (#) Unexercisable | Equity Incentive Plan awards: Number of Securities Underlying Unexercised Unearned Options (#) | Option Exercise Price ($) | Option Expiration Date | Number of Shares or Units of Stock That Have Not Vested (#) | Market Value of Shares or Units of Stock That Have Not Vested ($)(6) | | Barclay F. Corbus | 50,000 | — | — | 6.01 | 2/26/2025 | — | — | | | 80,000 | — | — | 5.02 | 11/15/2025 | — | — | | | 20,000 | — | — | 3.63 | 1/4/2026 | — | — | | | 75,936 | — | — | 2.83 | 1/13/2027 | — | — | | | 95,000 | — | — | 1.37 | 3/1/2028 | — | — | | | 101,052 | — | — | 2.19 | 2/24/2029 | — | — | | | 51,300 | — | — | 2.56 | 2/24/2030 | — | — | | | 68,742 | 33,858 | —(2) | 10.18 | 1/21/2031 | — | — | | | 100,500 | 49,500 | —(4) | 6.77 | 12/7/2031 | — | — | | | 50,000 | — | 525,000(5) | 6.77 | 12/7/2031 | — | — | | | — | 250,000(7) | — | 5.69 | 2/16/2033 | — | — | | | — | — | — | — | — | 22,572(3) | 86,451 |

  49. Outstanding Equity Awards at Fiscal Year End

    Except as otherwise noted, all option and RSU awards granted before May 2016 were granted under our 2006 Plan and after May 2016 were granted under our 2016 Plan, and all such awards vest as follows: 34% of the shares subject to the award vest on the first anniversary of the date of grant and 33% of the shares subject to the award vest on each subsequent anniversary until all shares are fully vested, subject to continuing service by the named executive officer on each vesting date. The treatment of these option and RSU awards upon a termination or change of control is described under “Potential Payments Upon Termination or Change in Control” below. (2) Represents an option award granted on January 21, 2021. (3) Represents a RSU award granted on January 21, 2021. (4) Represents an option award granted on December 7, 2021. (5) Represents performance-based option awards granted on December 7, 2021. For 250,000 options granted to Mr. Littlefair, 150,000 options granted to each of Messrs. Vreeland and Pratt and for 200,000 options granted to Mr. Corbus: 25% of the total shares subject to the stock option award vest upon each achievement of a specific volume hurdle related to securing certain levels of RNG GGEs. For 1,000,000 options granted to Mr. Littlefair and 375,000 options granted to each of Messrs. Vreeland, Pratt and Corbus: 100% of the total shares subject to the stock option award vest immediately, if at all, if the closing share price of the Company’s common stock on Nasdaq equals or exceeds $14.00 for 20 consecutive trading days. (6) Amount determined by multiplying the unvested stock awards by $3.83, the closing price of our common stock on the last trading day of 2023. Represents an option award granted on February 17, 2023.

  50. Option Exercises and Stock Vested

    Option Exercises and Stock Vested The following table summarizes exercises of option awards and vesting of stock awards for each of our named executive officers in 2023:

  51. Option Exercises and Stock Vested

    | | Option Awards | | Stock Awards | | | Name | Number of Shares Acquired on Exercise (#) | Value Realized on Exercise ($) | Number of Shares Acquired on Vesting (#)(1) | Value Realized on Vesting ($) | | Andrew J. Littlefair | — | — | 60,738 | 336,021 | | Robert M. Vreeland | — | — | 33,858 | 187,460 | | Mitchell W. Pratt | 16,929 | 25,901 | 867,342 | 283,426 | | Barclay F. Corbus | — | — | 33,858 | 187,460 |

  52. Option Exercises and Stock Vested

    (1) Includes an award of 833,334 profit interest units to Mr. Pratt under the CLNE PlasmaFlow Holdings, LLC 2023 Equity Incentive Plan, in connection with his transition to Chief Technology Development Officer.

  53. Pension Benefits, Non-Qualified Defined Contribution and Other Deferred Compensation Plans

    Pension Benefits, Non-Qualified Defined Contribution and Other Deferred Compensation Plans We do not have any defined-benefit plans that provide for payments or other benefits to our named executive officers at, following or in connection with their retirement. We also do not have any non-qualified defined contribution plans or other deferred compensation plans that provide for the deferral of compensation on a basis that is not tax-qualified.

  54. Potential Payments Upon Termination or Change in Control

    Potential Payments Upon Termination or Change in Control The narrative and tables below describe the amount of compensation to be paid to our named executive officers in the event of a termination of employment or a change in control. The amount of compensation payable to each of our named executive officers upon a voluntary termination, voluntary termination for good reason, involuntary without cause termination, failure by us to renew the named executive officer’s employment agreement upon its expiration, for-cause termination, change in control of our Company, termination in connection with a change in control and termination due to disability or death is shown in tabular format. Except as otherwise noted, the amounts shown in these tables assume that each such termination or change in control was effective as of December 31, 2023, and thus are estimates of the amounts that would be paid to our named executive officers upon an actual termination or change in control because such amounts could only be determined at the time of such an actual termination or change in control. The amounts shown in these tables are based on the terms of each named executive officer’s employment agreement with us and the terms of agreements relating to each named executive officer’s outstanding equity awards.

  55. Potential Payments to Each Named Executive Officer

    Potential Payments to Each Named Executive Officer Andrew J. Littlefair The following table shows the potential cash payments or other benefits to be provided to our President and Chief Executive Officer, Andrew J. Littlefair, if a termination and/or a change in control had occurred as of December 31, 2023:

  56. Potential Payments to Each Named Executive Officer

    | Benefit and Payments | Voluntary Termination | Voluntary Termination for Good Reason | Involuntary Not For Cause Termination | Failure to Renew Employment Agreement | For Cause Termination | Change in Control Termination(3) | Termination Due to Death or Disability | | Cash Severance Payment | — | $2,084,321 | $2,084,321 | $2,084,321 | — | $3,685,830 | — | | Continuation of Medical/Welfare Benefits (present value) | — | $26,745 | $26,745 | $26,745 | — | $26,745 | — | | Vacation Pay | $80,863 | $80,863 | $80,863 | $80,863 | $80,863 | $80,863 | $80,863 | | RSU Vesting(1) | — | — | $154,701 | $154,701 | — | $154,701 | $154,701 | | Option Vesting(2) | — | — | $— | $— | — | $— | $— | | Total: | $80,863 | $2,191,929 | $2,346,630 | $2,346,630 | $80,863 | $3,948,139 | $235,564 |

  57. Potential Payments to Each Named Executive Officer

    (1) At December 31, 2023, Mr. Littlefair held 40,392 RSUs that had not vested. The amounts in this row were determined by multiplying the unvested RSUs by $3.83, the closing price of our common stock on December 29, 2023. (2) At December 31, 2023, Mr. Littlefair held no unvested options and have an exercise price less than $3.83, the closing price of our common stock on December 29, 2023. The amounts in this row were determined by multiplying the total number of unvested shares underlying the options by the excess of $3.83 over the exercise price for such options. (3) Executive change in control severance is based on a double-trigger, requiring both a change in control event and either i) a voluntary termination with Good Reason or ii) an involuntary termination without Cause. Robert M. Vreeland The following table shows the potential cash payments or other benefits to be provided to our Chief Financial Officer, Robert M. Vreeland, if a termination and/or a change in control had occurred as of December 31, 2023:

  58. Potential Payments to Each Named Executive Officer

    | Benefit and Payments | Voluntary Termination | Voluntary Termination for Good Reason | Involuntary Not For Cause Termination | Failure to Renew Employment Agreement | For Cause Termination | Change in Control Termination(3) | Termination Due to Death or Disability | | Cash Severance Payment | — | $1,104,105 | $1,104,105 | $1,104,105 | — | $1,558,362 | — | | Continuation of Medical/Welfare Benefits (present value) | — | $15,177 | $15,177 | $15,177 | — | $15,177 | — | | Vacation Pay | $44,094 | $44,094 | $44,094 | $44,094 | $44,094 | $44,094 | $44,094 | | RSU Vesting(1) | — | — | $86,451 | $86,451 | — | $86,451 | $86,451 | | Option Vesting(2) | — | — | $— | $— | — | $— | $— | | Total: | $44,094 | $1,163,376 | $1,249,827 | $1,249,827 | $44,094 | $1,704,084 | $130,545 |

  59. Potential Payments to Each Named Executive Officer

    (1) At December 31, 2023, Mr. Vreeland held 22,572 RSUs that had not vested. The amounts in this row were determined by multiplying the unvested RSUs by $3.83, the closing price of our common stock on December 29, 2023. (2) At December 31, 2023, Mr. Vreeland held no unvested options and have an exercise price less than $3.83, the closing price of our common stock on December 29, 2022. The amounts in this row were determined by multiplying the total number of unvested shares underlying the options by the excess of $3.83 over the exercise price for such options. Executive change in control severance is based on a double-trigger, requiring both a change in control event and either i) a voluntary termination with Good Reason or ii) an involuntary termination without Cause. Mitchell W. Pratt The following table shows the potential cash payments or other benefits to be provided to our Chief Technology Development Officer, Mitchell W. Pratt, if a termination and/or a change in control had occurred as of December 31, 2023:

  60. Potential Payments to Each Named Executive Officer

    | Benefit and Payments | Voluntary Termination | Voluntary Termination for Good Reason | Involuntary Not For Cause Termination | Failure to Renew Employment Agreement | For Cause Termination | Change in Control Termination(3) | Termination Due to Death or Disability | | Cash Severance Payment | — | $1,287,719 | $1,287,719 | $1,287,719 | — | $1,816,093 | — | | Continuation of Medical/Welfare Benefits (present value) | — | $26,745 | $26,745 | $26,745 | — | $26,745 | — | | Vacation Pay | $63,462 | $63,342 | $63,342 | $63,342 | $63,462 | $63,642 | $63,642 | | RSU Vesting(1) | — | — | $86,451 | $86,451 | — | $86,451 | $86,451 | | Option Vesting(2) | — | — | $— | $— | — | $— | $— | | Total: | $63,462 | $1,337,926 | $1,464,377 | $1,464,377 | $63,462 | $1,992,751 | $149,913 |

  61. Potential Payments to Each Named Executive Officer

    (1) At December 31, 2023, Mr. Pratt held 22,572 RSUs that had not vested. The amounts in this row were determined by multiplying the unvested RSUs by $3.83, the closing price of our common stock on December 29, 2023. (2) At December 31, 2023, Mr. Pratt held zero options that had not vested and have an exercise price less than $3.83, the closing price of our common stock on December 29, 2023. The amounts in this row were determined by multiplying the total number of unvested shares underlying the options by the excess of $3.83 over the exercise price for such options. (3) Executive change in control severance is based on a double-trigger, requiring both a change in control event and either i) a voluntary termination with Good Reason or ii) an involuntary termination without Cause. Barclay F. Corbus The following table shows the potential cash payments or other benefits to be provided to our Senior Vice President, Strategic Development and Head of Renewable Fuels, Barclay F. Corbus, if a termination and/or a change in control had occurred as of December 31, 2023:

  62. Potential Payments to Each Named Executive Officer

    | Benefit and Payments | Voluntary Termination | Voluntary Termination for Good Reason | Involuntary Not For Cause Termination | Failure to Renew Employment Agreement | For Cause Termination | Change in Control Termination(3) | Termination Due to Death or Disability | | Cash Severance Payment | — | $1,182,083 | $1,182,083 | $1,182,083 | — | $1,668,137 | — | | Continuation of Medical/Welfare Benefits (present value) | — | $34,260 | $34,260 | $34,260 | — | $34,260 | — | | Vacation Pay | $57,692 | $57,692 | $57,692 | $57,692 | $57,692 | $57,692 | $57,692 | | RSU Vesting(1) | — | — | $86,451 | $86,451 | — | $86,451 | $86,451 | | Option Vesting(2) | — | — | $— | $— | — | $— | $— | | Total: | $57,692 | $1,274,035 | $1,360,486 | $1,360,486 | $55,256 | $1,846,540 | $144,143 |

  63. Potential Payments to Each Named Executive Officer

    (1) At December 31, 2023, Mr. Corbus held 22,572 RSUs that had not vested. The amounts in this row were determined by multiplying the unvested RSUs by $3.83, the closing price of our common stock on December 29, 2023. (2) At December 31, 2023, Mr. Corbus held no unvested options and have an exercise price less than $3.83, the closing price of our common stock on December 29, 2023. The amounts in this row were determined by multiplying the total number of unvested shares underlying the options by the excess of $3.83 over the exercise price for such options. Executive change in control severance is based on a double-trigger, requiring both a change in control event and either i) a voluntary termination with Good Reason or ii) an involuntary termination without Cause.

  64. Pay Ratio

    Pay Ratio We are required by applicable SEC rules to disclose the annual total compensation of our Chief Executive Officer, the median annual total compensation of all of our other employees, and the ratio of these two amounts. In determining the median annual total compensation of our employees other than our Chief Executive Officer, we started by preparing a list of all such employees as of December 31, 2023 and each such employee’s taxable earnings for 2023 as reflected in our payroll records, which generally consists of salary; regular, hourly, and overtime wages; commissions; incentives and other miscellaneous earnings. This list includes all our employees on such date (except solely for our Chief Executive Officer), whether employed on a full-time, part-time, seasonal or temporary basis and wherever located, resulting in 559 employees who are all located in the United States and Canada. For any such employees who are permanently employed (in other words, who are not employed on a seasonal or temporary basis) and who joined the Company after January 1, 2023, this list reflects 2023 taxable earnings on an annualized basis. We then ordered the employees in this list based on the amounts of their 2023 taxable earnings, selected the single employee at the midpoint of the re-ordered list, and calculated the amount of this single midpoint employee’s annual total compensation using the methodology required by SEC rules for calculating the total compensation of our named executive officers as reported in the Summary Compensation Table above. The annual total compensation for our median employee was $105,469, and the annual total compensation for our Chief Executive Officer was $1,977,858. We estimate the ratio of the annual total compensation of our Chief Executive Officer to the median annual total compensation of all our other employees is 19 to 1. We believe this pay ratio is a reasonable estimate calculated in a manner consistent with applicable SEC rules. In light of the many different methodologies, exclusions, estimates and assumptions companies are permitted to use in determining an estimate of their respective pay ratios, as well as the differing employment and compensation practices and industry standards that impact these ratios, our estimated pay ratio information may not be comparable to the pay ratio information reported by other companies, and we discourage the use of this information as a basis for comparison between companies. Neither our compensation committee nor our management used our pay ratio information in making compensation decisions for 2023 or 2024.

  65. Pay Versus Performance

    Pay Versus Performance Under rules adopted pursuant to the Dodd-Frank Act, we are required to disclose certain information about the relationship between the compensation actually paid to our named executive officers and certain measures of company performance. The material that follows is provided in compliance with these rules; however, additional information regarding our compensation philosophy, the structure of our performance-based compensation programs, and compensation decisions made this year is described above in our “Compensation Discussion and Analysis.” The following table provides information regarding compensation actually paid to our principal executive officer, or PEO, and other NEOs for each year from 2020 to 2023, compared to our total stockholder return (“TSR”) from December 31, 2019 through the end of each such year, and our Net Income, and Adjusted EBITDA for each such year.

  66. Pay Versus Performance

    | Year | Summary Compensation Table Total for CEO(1) | Compensation Actually Paid to CEO(2) | Average Summary Compensation Table Total for Other NEOs(3) | Average Compensation Actually Paid for Other NEOs(2)(3) | Value of initial fixed $100 investment based on(4): | | Net Income (loss) ($) (in thousands) | Economic Adjusted EBITDA ($)(6) (in thousands) | | | | | | | TSR | Peer Group TSR | | | | 2023 | $1,977,858 | $21,562 | $1,379,125 | $435,876 | $222.67 | $150.31 | $(99,497) | $43,571 | | 2022 | $1,125,510 | $297,609 | $650,073 | $278,924 | $256.16 | $114.70 | $(58,733) | $50,003 | | 2021 | $10,811,193 | $9,710,227 | $5,208,251 | $4,623,456 | $301.97 | $146.23 | $(93,146) | $57,032 | | 2020 | $1,826,353 | $4,056,472 | $951,260 | $2,120,126 | $387.19 | $128.61 | $(9,864) | $45,134 |

  67. Pay Versus Performance

    Mr. Littlefair was the CEO for each of 2020, 2021, 2022 and 2023. (2) SEC rules require certain adjustments be made to the Summary Compensation Table totals to determine “compensation actually paid” as reported in the Pay versus Performance Table. “Compensation actually paid” does not necessarily represent cash and/or equity value transferred to the applicable NEO without restriction, but rather is a value calculated under applicable SEC rules. In general, “compensation actually paid” is calculated as Summary Compensation Table total compensation adjusted to include the fair market value of equity awards as of December 31 of the applicable year or, if earlier, the vesting date (rather than the grant date). NEOs do not participate in a defined benefit plan so no adjustment for pension benefits is included in the table below. Similarly, no adjustment is made for dividends as dividends are factored into the fair value of the award. Finally, there were no equity awards which were granted and vested in the same year, other than the award of profits interest granted to Mr. Pratt in 2023 under the CLNE PlasmaFlow Holdings, LLC 2023 Equity Incentive Plan. The following table details these adjustments:

  68. Pay Versus Performance

    | Year | Executive(s) | Summary Compensation Table Total | Subtract Stock Awards ($) | Add Year-End Equity Value ($) | Add Change in Value of Prior Unvested Equity Awards ($) | Add Value of Equity Awards That Vested in the Year of Grant | Add Change in Value of Vested Equity Awards ($) | Subtract Value of Equity Awards that Failed to Meet Vesting Conditions | Compensation Actually Paid ($) | | 2023 | CEO | $1,977,858 | $738,750 | $455,211 | $(1,604,939) | $— | $(67,818) | — | $21,562 | | | Other NEOs | $1,379,125 | $655,633 | $384,401 | $(661,310) | $31,800 | $(42,507) | — | $435,876 | | 2022 | CEO | $1,125,510 | $852 | $780 | $(833,791) | $— | $5,962 | — | $297,609 | | | Other NEOs | $650,073 | $284 | $260 | $(374,021) | $— | $2,896 | — | $278,924 | | 2021 | CEO | $10,811,193 | $9,200,924 | $7,210,210 | $(239,935) | $— | $1,283,125 | $153,443 | $9,710,227 | | | Other NEOs | $5,208,251 | $4,353,301 | $3,316,767 | $(131,158) | $— | $663,205 | $80,307 | $4,623,456 | | 2020 | CEO | $1,826,353 | $296,208 | $1,057,074 | $1,448,260 | | $53,165 | 32,172 | $4,056,472 | | | Other NEOs | $951,260 | $165,528 | $590,718 | $741,170 | | $19,344 | 16,838 | $2,120,126 |

  69. Pay Versus Performance

    (3) For each of 2020, 2021, 2022 and 2023, the other NEOs were Messrs. Vreeland, Pratt, and Corbus. (4) TSR is determined based on the value of an initial fixed investment of $100. The TSR peer group consists of the Russell 2000 Index. (5) The most important performance measures used by the Company to link executive compensation actually paid to the Company’s NEOs, for the most recently completed fiscal year, to the Company’s performance are as follows: • Adjusted EBITDA (6) • Volume (in GGEs) • Volume Margin per GGE • Volume of RNG Please see “Calculation of 2023 Adjusted EBITDA” below for more information on how we define Adjusted EBITDA.

  70. Relationship Between “Compensation Actually Paid” and Performance Measures

    Relationship Between “Compensation Actually Paid” and Performance Measures The charts below show, for the past four years, the relationship of the Company’s TSR relative to its peers as well as the relationship between the CEO and non-CEO “compensation actually paid” and (i) the Company’s TSR; (ii) the Company’s net income; and (iii) the Company’s Economic Adjusted EBITDA.

  71. Relationship Between “Compensation Actually Paid” and Performance Measures

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  72. DIRECTOR COMPENSATION

    DIRECTOR COMPENSATION

  73. Director Compensation Table

    Director Compensation Table The following table summarizes the compensation we paid to directors who are not employees of our Company for 2023:

  74. Director Compensation Table

    | Name(1) | Fees Earned or Paid in Cash ($) | Stock Awards(2) ($) | Option Awards(3) ($) | Total ($) | | Stephen A. Scully(4) | 135,000 | 60,000 | 59,999 | 254,999 | | Lizabeth Ardisana(5) | 87,000 | 60,000 | 59,999 | 206,999 | | Karine Boissy-Rousseau | — | — | — | — | | James C. Miller III(6) | 85,000 | 60,000 | 59,999 | 204,999 | | Lorraine Paskett(7) | 35,000 | — | — | 35,000 | | Kenneth M. Socha(8) | 77,000 | 60,000 | 59,999 | 196,999 | | Mathieu Soulas | — | — | — | — | | Vincent C. Taormina(9) | 80,000 | 60,000 | 59,999 | 199,999 | | Parker A. Weil(10) | 80,000 | 60,000 | 59,999 | 198,999 | | Laurent Wolffsheim(11) | — | — | — | — |

  75. Director Compensation Table

    Andrew J. Littlefair, our President and Chief Executive Officer, is not included in this table because he is an employee of the Company and thus receives no additional compensation for his services as a director. The compensation received by Mr. Littlefair as an employee of the Company is shown in the Summary Compensation Table above. Messrs. Soulas and Wolffsheim and Ms. Boissy-Rousseau each voluntarily waived their right to receive compensation for 2023. In addition, due to clerical errors, the fees paid to Ms. Ardisana and Mr. Socha for Board service in 2023 were $3,000 and $7,000 less than such director earned, respectively. The Company paid Ms. Ardisana and Mr. Socha such amounts in 2024. Mr. Weil was paid $1,000 more in fees for 2023 than provided under the Directors’ Compensation Policy, which the Board determined to treat as earned. (2) On May 18, 2023, each non-employee director (other than Ms. Paskett, Mr. Wolffsheim and Ms. Boissy-Rousseau) received a restricted stock unit award covering 13,129 shares of common stock (the “2023 Director RSU Grants”). Ms. Paskett did not receive a 2023 Director RSU Grant because she resigned from the Board on May 17, 2023. The amounts shown in this column represent the grant date fair value of the 2023 Director RSU Grants calculated in accordance with FASB ASC 718. For a discussion about the valuation models and assumptions used to calculate the fair value of these awards, see Note 13 to the consolidated financial statements included in the Annual Report. (3) On May 18, 2023, each non-employee director (other than Ms. Paskett, Mr. Wolffsheim and Ms. Boissy-Rousseau) received an option award covering 19,169 shares and having an exercise price equal to $4.57 (the “2023 Director Option Grants”). Ms. Paskett did not receive a 2023 Director Option Grant because she resigned from our board of directors on May 17, 2023. The amounts shown in this column represent the grant date fair value of these option awards calculated in accordance with FASB ASC 718. For a discussion about the valuation models and assumptions used to calculate the fair value of these awards, see Note 13 to the consolidated financial statements included in the Annual Report. (4) As of December 31, 2023, Mr. Scully had fully vested and outstanding options to purchase the following: 20,000 shares at an exercise price of $11.93; 20,000 shares at an exercise price of $5.54; 40,000 shares at an exercise price of $1.37; 42,500 shares at an exercise price of $2.19; 42,000 shares at an exercise price of $2.56; 75,000 shares at an exercise price of $10.18; 86,956 shares at an exercise price of $6.60; and 19,169 outstanding unvested options to purchase shares at an exercise price of $4.57. As of December 31, 2023, Mr. Scully also had 13,129 outstanding unvested restricted stock units. (5) As of December 31, 2023, Ms. Ardisana had fully vested and outstanding options to purchase the following: 22,000 shares at an exercise price of $2.56; 51,813 shares at an exercise price of $10.18; 86,956 shares at an exercise price of $6.60; and 19,169 outstanding unvested options to purchase shares at an exercise price of $4.57. As of December 31, 2023, Ms. Ardisana also had 13,129 outstanding unvested restricted stock units. (6) As of December 31, 2023, Mr. Miller had fully vested and outstanding options to purchase the following: 20,000 shares at an exercise price of $11.93; 20,000 shares at an exercise price of $5.54; 42,500 shares at an exercise price of $2.19; 42,000 shares at an exercise price of $2.56; 51,813 shares at an exercise price of $10.18; 86,956 shares at an exercise price of $6.60; and 19,169 outstanding unvested options to purchase shares at an exercise price of $4.57. As of December 31, 2023, Mr. Miller also had 13,129 outstanding unvested restricted stock units. (7) As of December 31, 2023, Ms. Paskett had outstanding unvested options to purchase the following: 100,000 shares at an exercise price of $6.49. Ms. Paskett resigned from the Board effective May 17, 2023, and her unvested options were forfeited as of such date. (8) As of December 31, 2023, Mr. Socha had fully vested and outstanding options to purchase the following: 20,000 shares at an exercise price of $11.93; 20,000 shares at an exercise price of $5.54; 42,500 shares at an exercise price of $2.19; 42,000 shares at an exercise price of $2.56; 51,813 shares at an exercise price of $10.18; 86,956 shares at an exercise price of $6.60; and 19,169 outstanding unvested options to purchase shares at an exercise price of $4.57. As of December 31, 2023, Mr. Socha also had 13,129 outstanding unvested restricted stock units. (9) As of December 31, 2023, Mr. Taormina had fully vested and outstanding options to purchase the following: 20,000 shares at an exercise price of $11.93; 20,000 shares at an exercise price of $5.54; 40,000 shares at an exercise price of $1.37; 42,500 shares at an exercise price of $2.19; 42,000 shares at an exercise price of $2.56; 51,813 shares at an exercise price of $10.18; 86,956 shares at an exercise price of $6.60; and 19,169 outstanding unvested options to purchase shares at an exercise price of $4.57. As of December 31, 2023, Mr. Taormina also had 13,129 outstanding unvested restricted stock units. (10) As of December 31, 2023, Mr. Weil had fully vested and outstanding options to purchase the following: 42,000 shares at an exercise price of $2.70; 51,813 shares at an exercise price of $10.18; 86,956 shares at an exercise price of $6.60; and 19,169 outstanding unvested options to purchase shares at an exercise price of $4.57. As of December 31, 2023, Mr. Weil also had 13,129 outstanding unvested restricted stock units. Mr. Weil resigned from the Board effective February 22, 2024, and his unvested options and RSUs were forfeited as of such date. Effective September 20, 2023, Mr. Soulas was appointed to the Board by TMS, pursuant to its board designation right, to replace Mr. Wolffsheim, who resigned from the Board on the same date.