DEF 14A of Clean Energy Fuels Corp., Apr 8, 2025

DEF 14A of Clean Energy Fuels Corp.

Filed Apr 8, 2025 · FY20240001104659-25-033029

Open on EDGAR

  1. ELECTION OF DIRECTORS

    ELECTION OF DIRECTORS

  2. General

    General Upon the recommendation of our nominating and corporate governance committee, our Board nominated Andrew J. Littlefair, Stephen A. Scully, Lizabeth Ardisana, Karine Boissy-Rousseau, Patrick J. Ford, Mathieu Soulas, and Vincent C. Taormina, for election as members of our Board at the Annual Meeting. Two of our current directors, James C. Miller III and Kenneth M. Socha, have not been nominated for re-election at the Annual Meeting and will no longer serve on our Board following the Annual Meeting. Immediately following the Annual Meeting, the size of our Board will be decreased to seven directors. Accordingly, stockholders may vote their shares only with respect to the seven director nominees named in this Proxy Statement. 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, our Board previously affirmatively determined that Messrs. Miller and Socha were independent directors within the meaning of applicable Nasdaq rules during their term as directors. Each of the nominees is a current director of our Company and was elected by our stockholders at our 2024 annual meeting of stockholders. 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 our 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 our Board or our 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 2024, all of our then-current directors attended our annual meeting of stockholders.

  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 our Board’s effectiveness as a whole based on the wealth of executive leadership experience they bring to our 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 | 64 | President, Chief Executive Officer and Director | | Stephen A. Scully | 66 | Chairman of the Board | | Lizabeth Ardisana | 74 | Director | | Karine Boissy-Rousseau | 51 | Director | | Patrick J. Ford | 63 | Director | | Mathieu Soulas | 54 | Director | | Vincent C. Taormina | 69 | 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 S.p.A. 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 member 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.

  6. Director Nominees

    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 TotalEnergies’ 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, 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 our Board, on an annual basis, the requisite skills and characteristics of potential new Board members, as well as the composition of our 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 factors in the context of the needs of our Board.

  8. Director Criteria

    Director 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 our 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 our nominating and corporate governance committee may consider these factors and any such other factors as it deems appropriate. Our 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. Although we do not have a formal policy with respect to Board diversity, our 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, our nominating and corporate governance committee considers individuals diversity in the broadest sense, including persons diverse in geography, gender, ethnicity, age, and experience, including business, professional, governmental, community involvement and natural gas and energy industry experience, in recommending director nominees to our Board. Our nominating and corporate governance committee assesses these and other factors as it deems appropriate in connection with its annual review of each director and our 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. Our 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 our Board or when a stockholder suggests a new director candidate that the committee or our Board decides to consider for appointment.

  9. Board Refreshment

    Board Refreshment Board members with diversity of geography, gender, ethnicity, age, and experiences are important to bring a variety of perspectives to our Board, as discussed above under “Director Criteria.” We aim to regularly bring new directors to our Board at a responsible pace to ensure our 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. The average tenure of our nominated Board members is nine (9) years.

  10. Key Qualifications, Skills and Attributes

    Key Qualifications, Skills and Attributes Our nominating and corporate governance committee regularly reviews the appropriate skills and characteristics required of Board members in the context of the composition of our 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, our nominating and corporate governance committee particularly considers: 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. Government, Legal, Public Policy and Regulatory Experience 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 our 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. From time to time, our nominating and corporate governance committee will also consider such other qualifications, skills and attributes as it deems appropriate given the needs of our Board and our Company to maintain a balance of knowledge, experience, background and capability.

  11. 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, our nominating and corporate governance committee considers a number of factors, including those described above and each director’s qualifications, skills and attributes in the areas identified by our nominating and governance committee as particularly important to our Board. In concluding that each of the director nominees should continue to serve as directors of our Company, our 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.

  12. 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 | √ | √ | √ | √ | √ | | Mathieu Soulas | √ | √ | | | | | Vincent C. Taormina | √ | √ | | | |

  13. Vote Required for Approval of the Election of Directors

    Vote Required for Approval of the Election of Directors Directors are elected by a plurality of votes cast in the election of directors at the Annual Meeting. The seven nominees who receive the highest number of affirmative votes will be elected as directors. Shares voted “Withhold” and broker non-votes are not counted as votes cast and will have no effect on the outcome of the election of directors.

  14. 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

  15. 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 our 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 our nominating and corporate governance committee through current members of our 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, our 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. Our Board then selects director nominees based on its determination, relying on the recommendation of and other information provided by our 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.

  16. Key 2024 Pay Decisions

    Key 2024 Pay Decisions Key pay decisions for 2024 include the following: • Base salaries: For 2024, our compensation committee approved an approximately 11% increase to base salary for Mr. Littlefair which represented a return to prior pay levels from 2015 (at which point he voluntarily reduced his pay and did not receive an increase until 2024), and a 7% base salary increase for both of Mr. Vreeland and Mr. Corbus in connection with annual merit increases that promote retention. • Performance-based cash bonuses: Based on our performance results achieved for 2024, our compensation committee awarded cash incentives under our 2024 performance-based cash incentive plan to our named executive officers below each executive’s target incentive. • Equity awards: In 2024 our compensation committee granted equity awards in the form of stock options and RSUs to the named executive officers in the first quarter of the calendar year. Awards are of similar size to grants made in 2023 to executives and align with historical practice of granting equity to executives annually.

  17. 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. Our 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. Our 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. In 2024, our compensation committee engaged directly with stockholders to garner specific feedback on the program and the overall compensation philosophy to help ensure program alignment with stockholder preferences. Our Company received valuable feedback from stockholders on potential enhancements to align pay more directly with performance, which has led to certain changes to go-forward compensation programs as outlined further below.

  18. Our Compensation Committee’s Role

    Our Compensation Committee’s Role Our 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 our compensation committee to incorporate into its analysis information on our Company’s and each individual’s performance during the prior year and to assess each executive officer’s overall contributions to our Company. Our compensation committee then compiles this information to establish annual base compensation and performance-related targets and to adjust long-term incentives as appropriate. In 2024, our compensation committee granted a mix of stock options and RSUs to executives in the first quarter of the calendar year.

  19. 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. Our compensation committee has the sole authority to approve the terms of this engagement, and Semler Brossy reports to our compensation committee only under this engagement and does not provide any additional services to us other than its work for our compensation committee. Before engaging Semler Brossy, our 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 2024, Semler Brossy assisted as part of the engagement and supported our compensation committee in reviewing our Board of Director pay levels and compensation plan, reviewing our peer group for 2025 compensation actions, analyzing our equity pool usage, providing executive pay and incentive design benchmarking to help inform 2024 compensation decisions for the executive team, provided input on general market and governance trends, supported our stockholder engagement efforts and provided information on Say on Pay trends, 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 our compensation committee’s view, compete with us for talent. In January 2023, considering Semler Brossy’s recommendations, our compensation committee approved the 17 companies listed below as our peer companies that were used in 2024 for compensation purposes, which we refer to collectively as the “2024 Peer Group.” When our compensation committee performed an analysis to determine which companies to include in the 2024 Peer Group, our compensation committee supported the addition of Opal Fuels as a strong renewable energy comparator with a focus on hydrogen energy, and the removal of Power Solutions, Battalion Oil, Westport Fuel Systems, and Broadwind given their respective declining business performance.

  20. Compensation Consultant

    | Aemetis, Inc. | AeroVironment, Inc. | Ameresco, Inc. | | Ballard Power Systems, Inc. | Bloom Energy Corporation | Callum Petroleum | | Darling Ingredients, Inc. | Enphase Energy, Inc. | FuelCell Energy, Inc. | | Gevo, Inc. | Green Plains, Inc. | Montauk Renewables, Inc. | | Northern Oil and Gas, Inc. | Opal Fuels | Ormat Technologies, Inc. | | Plug Power, Inc. | W&T Offshore | |

  21. Compensation Consultant

    Our compensation committee reviewed the peer group again in September of 2024 and determined the group as currently constructed remains a viable comparator group. Callum Petroleum was the only peer company removed from the group due to its recent acquisition. The approved peer group in 2024 was used as the market reference that was considered in part with other factors in determining normal-course pay decisions for 2025 along with go-forward changes to the compensation program for 2025 as outlined below in the section titled: “Changes to 2025 Equity Incentive Program”. Our 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. Our 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, our compensation committee retains discretion to vary executive compensation components and levels. For compensation decisions in 2024, our compensation committee did not tie named executive officer compensation (either specific elements of compensation or total compensation levels) to any predetermined benchmark.

  22. Review of Stockholder Say-on-Pay Votes

    Review of Stockholder Say-on-Pay Votes Initial Spring 2024 Outreach Prior to our 2024 annual meeting of stockholders, we received feedback from stockholders that indicated interest in discussing our executive compensation program with regard to the 2024 Say on Pay vote. We reached out to 7 stockholders, representing 43% of common stock outstanding at the time. Outreach efforts included key members of management. We structured our outreach conversations to explain to stockholders the purpose of our compensation plan. Our discussions revolved around explaining the following rationale of our pay programs: • Year-to-year increase in executive pay was driven by the fact we did not grant executives equity in 2022 following special PSO grants made in 2021. 2023 represented a return to “normalized” annual granting practices, which generally positions our executive team pay within the competitive range of peer pay practices • Our annual incentive program is designed to incorporate focus on metrics that are key drivers of our business and focus generally on earnings, RNG supply, and strategic goals • We have historically granted equity in a mix of stock options/ RSUs to align executives with stockholder outcomes on our stock price • We continue to refine our proxy disclosure to be more descriptive about the rationale behind our pay programs • Following outreach conversations, we held our 2024 Say on Pay Vote as described in the section below. Result of 2024 Say on Pay Vote We hold an annual Say on Pay vote to garner direct feedback from stockholders on our executive compensation programs. We carried out stockholder outreach prior to our 2024 Say on Pay vote as described above to provide stockholders with further insight into our program. We received support for our 2023 executive compensation program from 74.8% of stockholders at the 2024 annual meeting of stockholders, which indicated general alignment with stockholders over executive compensation. However, we as a Company strive for stronger support than we received in 2024. Following our Say on Pay vote outcome, we began additional stockholder outreach campaigns to garner direct feedback through the spring into the fall of 2024 as to enhancements to our executive compensation program and our communication thereof that would bolster stockholder support. Additional Outreach following 2024 Annual Meeting of Stockholders Following the 2024 annual meeting of stockholders, we reached out to 6 stockholders, representing 41% of common stock outstanding at the time. Outreach efforts included key members of management and our compensation committee chair. We garnered specific feedback from stockholders, and heard the following preferences: • Incorporate performance shares into equity vehicle mix; and • Provide more in-depth proxy disclosure regarding our pay program rationales, the “Strategic Initiatives” component of cash incentive program, goal-setting, and management processes for setting incentive programs/ pay levels. Following these outreach conversations, we determined it is in the best interest of stockholders and our Company to incorporate performance share units (PSUs) into the 2025 equity grants for our named executive officers. Management and our compensation committee coordinated in determining the design of the PSUs (see section below titled “Changes to 2025 Equity Incentive Program” for more details).

  23. Historical Executive Pay Context

    | | | Summary Compensation Table Total ($) | | | | Executive | 2021 | 2022 | 2023 | 2024 | | Andrew Littlefair | $10,811,193 | $1,125,510 | $1,977,858 | $2,674,559 | | Robert Vreeland | $5,112,745 | $606,456 | $1,113,560 | $1,624,430 | | Barclay Corbus | $5,277,614 | $644,521 | $1,702,816 | $2,319,605 |

  24. Historical Executive Pay Context

    Outlined above are the total compensation amounts paid to our named executive officers over the last four years. Fiscal year 2021 pay is no longer included within the Summary Compensation Table but is shown above to help explain historical pay changes and context. In December of 2021, our compensation committee awarded two performance-based stock option grants as long-term incentives to our named executive officers (as described under “Current Performance of 2021 Performance Stock Options” section below). At that time, our Company was at a critical juncture, and our compensation committee determined that it was of primary importance to incentivize the named executive officers to strategically execute on expanding our Company’s RNG business over the long term and to create long term stockholder value by increasing our Company’s price per share. Because of the December 2021 grants, our compensation committee determined not to grant any equity awards to the named executive officers in calendar year 2022 (with the exception of 150 restricted stock units awarded to Mr. Littlefair in recognition for over 20 years of service to our Company as part of a company-wide employee recognition program). In 2023, our compensation committee returned to its normal cadence of granting annual equity awards to the named executive officers in the first quarter of the calendar year, concurrent with our regular grants of long-term incentives to employees. This appeared to create a large year-over-year increase in pay — however, this increase was driven by a return to more “normalized” granting practices rather than structural changes to pay levels. Pay levels in general for executives in 2023 were positioned modestly against the competitive range of peer benchmarks. In 2024, we maintained a similar grant structure which resulted in similar pay levels to historical levels, which remain positioned vs. the competitive range of peer benchmarks, consistent with our executive compensation policy described above.

  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. Our 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. Our 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. Our 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.

  26. Cash Incentives

    Cash Incentives 2024 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. Our 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 our 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 2024 performance. Based on our performance for 2024, our compensation committee awarded our executive officers cash incentives under our performance-based plan as described below, each of which was below the target payment level:

  27. Cash Incentives

    | Name | Target Incentive | % of Base Salary | Incentive Paid | Total Payout | | Andrew J. Littlefair | $778,680 | 100% | 90.3% | $703,437 | | Robert M. Vreeland | $348,846 | 70% | 89.7% | $312,972 | | Barclay F. Corbus | $374,500 | 70% | 89.7% | $335,987 |

  28. Cash Incentives

    The 2024 performance-based cash incentive plan uses a variety of metrics which are focused on bottom-line profitability, fueling supply, and company strategy, weighted as follows: 30% on adjusted EBITDA, 20% on strategic initiatives, 15% on fuel volume, 15% on RNG volume, 10% on fuel margin per gallon, 5% on gross volume-related O&M service margin ($), and 5% on volume-related O&M services margin (%). See section titled “Performance Criteria for 2024” below for detailed definitions of these metrics. 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 2024. Performance Criteria for 2024: • Adjusted EBITDA: We defined adjusted EBITDA as net income (loss) attributable to Clean Energy Fuels Corp., 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 Impairment of investments in equity securities, plus Amazon warrant charges, plus stock-based compensation expense, plus (minus) loss (income) from the Rimere equity method investment, plus (minus) loss (income) from the SAFE S.p.A. equity method investment, plus (minus) any loss (gain) from changes in the fair value of derivative instruments, plus depreciation and amortization expense from RNG equity method investments, plus interest expense from RNG equity method investments, minus interest income from RNG equity method investments, and minus amortization of investment tax credit from RNG equity method investments. Adjusted EBITDA is a non-GAAP financial measure. See “Calculation of 2024 Adjusted EBITDA” below in this Proxy Statement for the calculation of our 2024 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 extending our natural gas fueling business with other major fleets, assisting and capitalizing on the introduction of Cummins 15-liter engine, driving the RNG growth pipeline including potential acquisitions, securing long-term RNG sources, lowering RNG project costs, working with regulators to maintain a successful RNG policy, maximizing RNG production tax credits, solidifying hydrogen strategy and positioning ourselves for opportunities, pushing LCFS in additional states, and completing a capital raise for Rimere. The Strategic Initiative targets were established based on operational objectives, and unlike the other performance metrics, are qualitative rather than quantitative targets. • Fuel Volume (in GGEs): We defined the volume of GGEs of natural gas fuel we delivered as the volume of GGEs we sell to our customers as fuel. • 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 defined 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 2024, 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 | Performance | Achievement of Target % | | Adjusted EBITDA(1) | 30% | $67,000 | $74,100 | $84,000 | $76,642 | 103% | | Strategic Initiatives | 20% | — | — | — | Base | — | | Fuel Volume (in GGEs)(1) | 15% | 294,000 | 309,400 | 325,000 | 297,530 | 96% | | RNG Volume (in GGEs)(1) | 15% | 232,000 | 244,600 | 257,000 | 236,766 | 97% | | Fuel Volume Margin per Gallon (in GGEs)(1)(2) | 10% | $0.478 | $0.503 | $0.528 | $0.562 | 112% | | Volume-related, O&M services Margin | 5% | $18,800 | $19,800 | $20,800 | $18,968 | 96% | | Volume-related, O&M services Margin % | 5% | 36.2% | 38.1% | 40.0% | 33.3% | 87% |

  30. Cash Incentives

    (1) Target and performance amounts shown in thousands. (2) Excludes changes in fair value of derivative instruments and Amazon warrant charges; includes margin from fuel sales, RIN credits, LCFS credits, and AFTC.

  31. Payout Detail

    Payout Detail Our compensation committee met in February 2025 to review our 2024 actual performance versus the performance criteria and strategic initiative targets described above and to determine what payouts, if any, would be made under the 2024 performance-based cash incentive plan. • Adjusted EBITDA: Our company achieved approximately 103% of the middle target for adjusted EBITDA. This resulted in an adjusted EBITDA performance payout prorated between the middle and maximum targets for this performance measure. • Strategic Initiatives: Our compensation committee determined that the named executive officers made significant progress on each of the strategic initiatives, resulting in a payout equal to 70% of the middle target amount for Mr. Littlefair and 71% of the middle target amount for Mr. Vreeland and Mr. Corbus for the strategic initiatives’ performance measure was appropriate. • Fuel Volume (in GGEs): Our company achieved approximately 96% of the middle for fuel volume. This resulted in a fuel volume payout prorated between the base and middle targets for this performance measure. • RNG Volume (in GGEs): Our company achieved approximately 97% of the middle for RNG volume. This resulted in an RNG payout prorated between the base and middle targets for this performance measure. • Fuel Volume Margin per GGE: Our company achieved above the maximum target level for fuel volume margin per GGE, resulting in a maximum payout for this performance measure. • Volume-related, O&M services Margin: Our company achieved approximately 96% of the middle target for volume-related O&M services margin. This resulted in a payout prorated between the base and middle targets for this performance measure. Volume-related, O&M services Margin %: Our company achieved below the base target level for volume-related O&M services margin %. This resulted in no payout for this performance measure. Payout ranges vary by executive: Mr. Littlefair can earn 70% of base salary for achieving base target performance across metrics, 100% for middle target performance, and 150% for maximum target performance, while Messrs. Vreeland and Corbus can earn 50% of base salary for achieving base target performance across metrics, 70% for middle target performance, and 100% for maximum target performance. There exists no “cliff” cutoff for base performance across metrics, e.g., if base performance is not achieved for one of the metrics above, payout can still be achieved for performance above base performance against other metrics. Executives received 90.3% (Mr. Littlefair) and 89.7% (Messrs. Vreeland and Corbus) of their target bonuses in 2025 based on the performance described above.

  32. 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, our 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, RSUs, or a combination thereof. These awards are subject to both time-based and performance-based vesting requirements, and our compensation committee has exercised its judgment on the weighting of stock options relative to RSUs in any given year. 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 share of common stock 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. 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 share of common stock 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. Equity Awards Granted in 2024 In March 2024, our compensation committee awarded time-based stock options and restricted stock units (RSUs) to our named executive officers. Annual grants are generally made in Q1 of each year. Grant timing is determined and approved by our compensation committee in accordance with general year-end pay decisions. We have also adopted an equity award grant policy that we believe aligns with best corporate governance practices and is intended to prevent grant timing issues in relation to the release of material, non-public information. Our general policy is to grant annual equity awards in Q1 of each year, with the opportunity for off-cycle awards if approved by our compensation committee. Equity awards are generally granted at least 1 business day after the filing of our Annual Report filed on Form 10-K, although we do have the discretion to grant equity awards at other times if determined to be appropriate by our compensation committee. We did not grant any off-cycle awards to named executive officers outside of specified annual awards below in 2024. In 2024, our equity grants to our named executive officers consisted of RSUs and stock options that vest over 3 years. Stock options expire at the end of 10 years and include an exercise price equal to the closing price of our stock on the applicable grant date. As noted above, we grant options and RSUs to executives to align executives with stockholder interests and to provide incentive and potential upside to executives upon achieving long-term growth of our Company. Our compensation committee and our executive team believe in the long-term growth potential of our Company, and believe stock options and RSUs to both be appropriate vehicles in properly incentivizing and rewarding progress in achieving growth. Below we outline the equity grants we made to executives in 2024:

  33. Equity Incentives

    | Executive | RSUs | Stock Options | Strike Price | Total Fair Value | | Andrew Littlefair | 250,000 | 200,000 | $2.85 | $1,110,500 | | Barclay Corbus | 400,000 | 150,000 | $2.85 | $1,438,500 | | Robert Vreeland | 175,000 | 150,000 | $2.85 | $797,250 |

  34. Equity Incentives

    Current Performance of Multi-Year 2021 Performance Stock Options In December of 2021, our compensation committee awarded two performance-based stock options as additional long-term incentives to our named executive officers. At that time, our Company was at a critical juncture, and our compensation committee determined that it was of primary importance to incentivize the named executive officers to strategically execute on expanding our Company’s RNG business over the long term and to create long term stockholder value by increasing our 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 our 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. Each named executive officer must also remain in continued service for our Company on the applicable vesting date in order for such tranche to vest. As of the Record Date, only the first tranche of these options has vested. 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.

  35. Changes to 2025 Equity Incentive Program

    Changes to 2025 Equity Incentive Program

  36. Introduction of Performance-Based Units (PSUs) to 2025 Annual Equity Grants

    Introduction of Performance-Based Units (PSUs) to 2025 Annual Equity Grants Following outreach conversations with stockholders in 2024, we found that stockholders generally had a preference for a stronger performance orientation within our incentive programs. We determined it to be in the best interest of stockholders and our Company to incorporate performance-based units (PSUs) into 2025 equity grants for our executives tied to two key growth metrics of our business: (i) stock price and (ii) negative carbon intensity dairy sales metrics. We incorporated these PSUs into the 2025 equity mix with a weighting of 50% PSUs and 50% RSUs for Mr. Littlefair and 33% PSUs and 67% RSUs each for Messrs. Vreeland and Corbus. Additional executives not included within this Proxy Statement also received PSUs as part of their annual equity awards to further motivate our team towards stronger performance. Price Hurdle PSUs — 50% of PSU weighting The achievement of the price hurdle PSUs is based off four price hurdles over a 30-day trailing average stock price of our common stock, over a three-year period. These PSUs are earned based on the achievement of share price multiples ranging from 1.33x – 2.0x the price of the 30-day trailing average stock price of our common stock on the grant date and comprise 50% of the granted PSUs to executives. These “Price Hurdle” PSUs align the interests of management with those of stockholders by incentivizing the achievement of strong share price performance. Negative Carbon Intensity (CI) Dairy Gas Sales PSUs — 50% of PSU weighting Achievement is based on the compound annual growth rate of negative CI dairy gas sales year-over-year, measured over a three-year period. These PSUs further align the interests of management with stockholders, as they incentivize achievement of a key business objective — an increase in our negative CI dairy gas sales. In addition, negative CI sales generate carbon credits, which provide an additional benefit to our business. Incorporation of PSUs into our long-term incentive program is intended to align executive interests with our long-term business goals. We will continue to evaluate our incentive programs to ensure alignment with stockholders and business focus over time.

  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 our Company for cause or a voluntary termination by the named executive officer without good reason. Our 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. Our 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. These employment agreements have the following key terms: • Each employment agreement is past 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). • Each named executive officer is entitled to receive an annual base salary of no less than his base salary in 2015. • 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 his 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 Mr. Littlefair’s target incentive amount; each of Messrs. Vreeland 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 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. Our 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 our 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, our compensation committee considers the financial impact and tax and accounting effects that each element of compensation will or may have on our Company and our executives. One such area our 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 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. Our 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. Timing of Grants of Certain Equity Awards

    Timing of Grants of Certain Equity Awards We grant equity awards on an annual basis and may grant equity awards on a discretionary basis in connection with certain events such as the commencement of employment or promotion. We do not have a formal policy regarding the timing of awards of options in relation to our disclosure of material nonpublic information. However, our compensation committee does not grant option awards in anticipation of the release of material nonpublic information, and we do not time the release of material nonpublic information for the purpose of affecting the value of executive compensation.

  41. 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 2022, 2023 and 2024:

  42. 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 | 2024 | 771,722 | 712,500 | 398,000 | 703,437 | 88,900 | 2,674,559 | | | 2023 | 700,812 | — | 738,750 | 482,811 | 55,485 | 1,977,858 | | | 2022 | 700,812 | 852 | — | 366,861 | 56,985 | 1,125,510 | | Robert M. Vreeland Chief Financial Officer | 2024 | 499,618 | 498,750 | 298,500 | 312,972 | 14,590 | 1,624,430 | | | 2023 | 462,721 | — | 443,250 | 195,589 | 12,000 | 1,113,560 | | | 2022 | 450,000 | — | — | 142,956 | 13,500 | 606,456 | | Barclay F. Corbus Senior Vice President, Strategic Development and Head of Renewable Fuels | 2024 | 534,768 | 1,140,000 | 298,500 | 335,987 | 10,350 | 2,319,605 | | | 2023 | 495,940 | — | 985,000 | 209,973 | 11,903 | 1,702,816 | | | 2022 | 478,888 | — | — | 152,133 | 13,500 | 644,521 |

  43. 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 12 to the consolidated financial statements included in the Annual Report. Our named executive officers received stock option and RSU grants in 2024. Our named executive officers received stock option grants in 2023. No equity awards were granted to our named executive officers in 2022, with the exception of 150 restricted stock units awarded to Mr. Littlefair, along with various other Company employees, on December 19, 2022 in recognition for over 20 years of service to our 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. The amounts shown in the All Other Compensation column represent, (a) for all named executive officers, our Company’s matching contributions under its savings plan qualified under Section 401(k) of the Code, (b) for Mr. Littlefair in 2024, $43,485 paid by our Company for life insurance premiums, (c) for Mr. Littlefair in 2024, payments made by the Company for a car lease, and (d) for Mr. Littlefair and Mr. Vreeland in 2024, spousal travel paid by the Company.

  44. 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 2024:

  45. 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 $(/Sh) | Grant Date Fair Value of Stock and Option Award(3) ($) | | | | Threshold ($) | Target ($) | Maximum ($) | | | | | | | Andrew J. Littlefair | — | 545,076 | 778,680 | 1,168,020 | — | — | — | — | — | | | 3/04/2024 | — | — | — | — | 250,000 | — | — | 712,500 | | | 3/04/2024 | — | — | — | — | — | 200,000 | 2.85 | 398,000 | | Robert M. Vreeland | — | 249,176 | 348,846 | 498,352 | — | — | — | — | — | | | 3/04/2024 | — | — | — | — | 175,000 | — | — | 498,750 | | | 3/04/2024 | — | — | — | — | — | 150,000 | 2.85 | 298,500 | | Barclay F. Corbus | — | 267,500 | 374,500 | 535,000 | — | — | — | — | — | | | 3/04/2024 | — | — | — | — | 400,000 | — | — | 1,140,000 | | | 3/04/2024 | — | — | — | — | — | 150,000 | 2.85 | 298,5000 |

  46. Grants of Plan-Based Awards

    (1) Time-based stock options and RSUs that each vest over a period of three years were granted to all of our named executive officers in 2024. (2) The amounts shown in these columns represent the possible payouts under the 2024 performance-based cash incentive plan based on achievement levels for certain specified Company performance criteria. The actual amounts paid pursuant to the 2024 performance-based cash incentive plan are reported in the Summary Compensation Table in the “Non-Equity Incentive Plan Compensation” column. The 2024 performance-based cash incentive plan is described under “Compensation Discussion and Analysis — Components of Compensation — Cash Incentives — 2024 Performance-Based Cash Incentive Plan” above. The amounts shown in this column represent the grant date fair value of awards granted in 2024 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 12 to the consolidated financial statements included in the Annual Report and Footnote 1 to the Summary Compensation Table contained in this Proxy Statement.

  47. 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, 2024:

  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) | | 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 | — | — | | | 183,600 | — | — | 10.18 | 1/21/2031 | — | — | | | 250,000 | — | — | 6.77 | 12/7/2031 | — | — | | | 62,500 | — | 1,187,500(2) | 6.77 | 12/7/2031 | — | — | | | 63,750 | 123,750(3) | — | 5.69 | 2/16/2033 | — | — | | | — | 200,000(4) | — | 2.85 | 3/4/2034 | — | — | | | — | — | — | — | — | 250,000(5) | 627,500 | | Robert M. Vreeland | 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 | — | — | | | 102,600 | — | — | 10.18 | 1/21/2031 | — | — | | | 150,000 | — | — | 6.77 | 12/7/2031 | — | — | | | 37,500 | — | 487,500(2) | 6.77 | 12/7/2031 | — | — | | | 38,250 | 74,250(3) | — | 5.69 | 2/16/2033 | — | — | | | — | 150,000(4) | — | 2.85 | 3/4/2034 | — | — | | | — | — | — | — | — | 175,000(5) | 439,250 | | 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 | — | — | | | 102,600 | — | — | 10.18 | 1/21/2031 | — | — | | | 150,000 | — | — | 6.77 | 12/7/2031 | — | — | | | 50,000 | — | 525,000(2) | 6.77 | 12/7/2031 | — | — | | | 85,000 | 165,000(3) | — | 5.69 | 2/16/2033 | — | — | | | — | 150,000(4) | — | 2.85 | 3/4/2034 | — | — | | | — | — | — | — | — | 400,000(5) | 1,004,000 |

  49. Outstanding Equity Awards at Fiscal Year End

    Except as otherwise noted, all option awards granted before May 2016 were granted under our 2006 Plan, all options and RSU awards granted after May 2016 and before May 2024 were granted under our 2016 Plan, and all options and RSU awards granted after May 2024 were granted under our 2024 Performance Incentive 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 performance-based option awards granted on December 7, 2021. For 250,000 options granted to Mr. Littlefair, 150,000 options granted to Mr. Vreeland 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 and Corbus: 100% of the total shares subject to the stock option award vest immediately, if at all, if the closing share price of our Company’s common stock on Nasdaq equals or exceeds $14.00 for 20 consecutive trading days. (3) Represents an option award granted on February 17, 2023. (4) Represents an option award granted on March 4, 2024. (5) Represents a RSU award granted on March 4, 2024. Amount determined by multiplying the unvested stock awards by $2.51, the closing price of our common stock on the last trading day of 2024.

  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 2024:

  51. Option Exercises and Stock Vested

    | | Option Awards | | Stock Awards | | | Name | Number of Shares Acquired on Exercise (#) | Value Realized on Exercise ($) | Number of Shares Acquired on Vesting (#) | Value Realized on Vesting ($) | | Andrew J. Littlefair | — | — | 40,392 | 126,831 | | Robert M. Vreeland | — | — | 22,572 | 70,876 | | Barclay F. Corbus | — | — | 22,572 | 70,876 |

  52. 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.

  53. 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, 2024, 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.

  54. 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, 2024:

  55. 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 | — | $2,585,236 | $2,585,236 | $2,585,236 | — | $4,467,036 | — | | Continuation of Medical/Welfare Benefits (present value) | — | $27,331 | $27,331 | $27,331 | — | $27,331 | — | | Vacation Pay | $89,848 | $89,848 | $89,848 | $89,848 | $89,848 | $89,848 | $89,848 | | RSU Vesting(1) | — | — | $627,500 | $627,500 | — | $627,500 | $627,500 | | Option Vesting(2) | — | — | $— | $— | — | $— | $— | | Total: | $89,848 | $2,702,415 | $3,329,915 | $3,329,915 | $89,848 | $5,211,715 | $717,348 |

  56. Potential Payments to Each Named Executive Officer

    (1) At December 31, 2024, Mr. Littlefair held 250,000 RSUs that had not vested. The amounts in this row were determined by multiplying the unvested RSUs by $2.51, the closing price of our common stock on December 31, 2024. (2) At December 31, 2024, Mr. Littlefair held no unvested options that have an exercise price less than $2.51, the closing price of our common stock on December 31, 2024. The amounts in this row were determined by multiplying the total number of unvested shares underlying the options by the excess of $2.51 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, 2024:

  57. 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 | — | $1,355,783 | $1,355,783 | $1,355,783 | — | $1,877,189 | — | | Continuation of Medical/Welfare Benefits (present value) | — | $13,780 | $13,780 | $13,780 | — | $13,780 | — | | Vacation Pay | $56,175 | $56,175 | $56,175 | $56,175 | $56,175 | $56,175 | $56,175 | | RSU Vesting(1) | — | — | $439,250 | $439,250 | — | $439,250 | $439,250 | | Option Vesting(2) | — | — | $— | $— | — | $— | $— | | Total: | $56,175 | $1,425,738 | $1,864,988 | $1,864,988 | 56,175 | $2,386,394 | $494,425 |

  58. Potential Payments to Each Named Executive Officer

    (1) At December 31, 2024, Mr. Vreeland held 175,000 RSUs that had not vested. The amounts in this row were determined by multiplying the unvested RSUs by $2.51, the closing price of our common stock on December 31, 2024. (2) At December 31, 2024, Mr. Vreeland held no unvested options that have an exercise price less than $2.51, the closing price of our common stock on December 31, 2024. The amounts in this row were determined by multiplying the total number of unvested shares underlying the options by the excess of $2.51 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. 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, 2024:

  59. 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 | $— | $1,453,098 | $1,453,098 | $1,453,098 | $— | $2,011,653 | $— | | Continuation of Medical/Welfare Benefits (present value) | $— | $32,599 | $32,599 | $32,599 | $— | $32,599 | $— | | Vacation Pay | $61,731 | $61,731 | $61,731 | $61,731 | $61,731 | $61,731 | $61,731 | | RSU Vesting(1) | $— | $— | $1,004,000 | $1,004,000 | $— | $1,004,000 | $1,004,000 | | Option Vesting(2) | $— | $— | $— | $— | $— | $— | $— | | Total: | $61,731 | $1,547,428 | $2,551,428 | $2,551,428 | $61,731 | $3,109,983 | $3,109,983 |

  60. Potential Payments to Each Named Executive Officer

    (1) At December 31, 2024, Mr. Corbus held 400,000 RSUs that had not vested. The amounts in this row were determined by multiplying the unvested RSUs by $2.51, the closing price of our common stock on December 31, 2024. (2) At December 31, 2024, Mr. Corbus held no unvested options that have an exercise price less than $2.51, the closing price of our common stock on December 31, 2024. The amounts in this row were determined by multiplying the total number of unvested shares underlying the options by the excess of $2.51 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.

  61. 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, 2024 and each such employee’s taxable earnings for 2024 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 572 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 our Company after January 1, 2024, this list reflects 2024 taxable earnings on an annualized basis. We then ordered the employees in this list based on the amounts of their 2024 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 $107,934, and the annual total compensation for our Chief Executive Officer was $2,674,559. 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 25 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 2024 or 2025.

  62. 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 2024, compared to our total stockholder return (“TSR”) cumulatively from December 31, 2019 through the end of each such year, and our Net Income, and Adjusted EBITDA for each such year.

  63. 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 ($)(5)(6) (in thousands) | | | | | | | TSR | Peer Group TSR | | | | 2024 | $2,674,559 | $1,048,848 | $1,972,018 | $1,139,874 | $107.26 | $133.66 | $(83,070) | $76,642 | | 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 |

  64. Pay Versus Performance

    (1) Mr. Littlefair was the CEO for each of 2020, 2021, 2022, 2023 and 2024. (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, our former Chief Operating Officer, in 2023 under the CLNE PlasmaFlow Holdings, LLC 2023 Equity Incentive Plan. The following table details these adjustments:

  65. 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 ($) | Compensation Actually Paid ($) | | 2024 | CEO | $2,674,559 | $1,110,500 | $970,362 | $(1,332,553) | $— | $(153,019) | $— | $1,048,848 | | | Other NEOs | $1,972,018 | $1,117,875 | $978,771 | $(591,863) | $— | $(101,177) | $— | $1,139,874 | | 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 |

  66. Pay Versus Performance

    For each of 2020, 2021, 2022 and 2023, the other NEOs were Messrs. Vreeland, Pratt, and Corbus. On May 17, 2023, Mr. Pratt transitioned from Chief Operating Officer to Chief Technology Development Officer and ceased being an executive officer of our Company. For 2024, the other NEOs were Messrs. Vreeland 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 our Company to link executive compensation actually paid to the Company’s NEOs, for the most recently completed fiscal year, to our Company’s performance are as follows: • Adjusted EBITDA (6) • Volume (in GGEs) • Volume Margin per GGE • Volume of RNG Please see “Calculation of 2024 Adjusted EBITDA” below for more information on how we define Adjusted EBITDA.

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

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

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

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  69. DIRECTOR COMPENSATION

    DIRECTOR COMPENSATION

  70. Director Compensation Table

    Director Compensation Table The following table summarizes the compensation we paid to directors who are not employees of our Company for 2024:

  71. Director Compensation Table

    | Name(1) | Fees Earned or Paid in Cash(2) ($) | Stock Awards(3) ($) | Option Awards(4) ($) | Total ($) | | Stephen A. Scully(5) | 135,000 | 59,998 | 59,998 | 254,997 | | Lizabeth Ardisana(6) | 86,000 | 59,998 | 59,998 | 205,997 | | Karine Boissy-Rousseau | — | — | — | — | | James C. Miller III(7) | 85,000 | 59,998 | 59,998 | 204,997 | | Kenneth M. Socha(8) | 84,000 | 59,998 | 59,998 | 203,997 | | Patrick J. Ford(9) | 56,250 | 69,997 | 69,997 | 196,245 | | Mathieu Soulas | — | — | — | — | | Vincent C. Taormina(10) | 83,000 | 59,998 | 59,998 | 202,997 |

  72. Director Compensation Table

    (1) Andrew J. Littlefair, our President and Chief Executive Officer, is not included in this table because he is an employee of our Company and thus receives no additional compensation for his services as a director. The compensation received by Mr. Littlefair as an employee of our Company is shown in the Summary Compensation Table above. Mr. Soulas and Ms. Boissy-Rousseau each voluntarily waived their right to receive compensation for 2024. (2) The amounts shown here for Ms. Ardisana and Mr. Socha reflect an additional $3,000 and $7,000, respectively. 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. Our Company paid Ms. Ardisana and Mr. Socha such amounts in 2024. (3) On May 16, 2024, each non-employee director (other than Mr. Soulas and Ms. Boissy-Rousseau) received a restricted stock unit award covering 22,900 shares of common stock (the “2024 Director RSU Grants”). The amounts shown in this column represent the grant date fair value of the 2024 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 12 to the consolidated financial statements included in the Annual Report. On May 16, 2024, each non-employee director (other than Mr. Soulas and Ms. Boissy-Rousseau) received an option award covering 32,608 shares and having an exercise price equal to $2.62 (the “2024 Director Option Grants”). 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 12 to the consolidated financial statements included in the Annual Report. As of December 31, 2024, Mr. Scully had fully vested and outstanding options to purchase the following: 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; 19,169 shares at an exercise price of $4.57; and 32,608 outstanding unvested options to purchase shares at an exercise price of $2.62. As of December 31, 2024, Mr. Scully also had 22,900 outstanding unvested restricted stock units. (6) As of December 31, 2024, 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; 19,169 shares at an exercise price of $4.57; and 32,608 outstanding unvested options to purchase shares at an exercise price of $2.62. As of December 31, 2024, Ms. Ardisana also had 22,900 outstanding unvested restricted stock units. (7) As of December 31, 2024, Mr. Miller had fully vested and outstanding options to purchase the following: 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; 19,169 shares at an exercise price of $4.57; and 32,608 outstanding unvested options to purchase shares at an exercise price of $2.62. As of December 31, 2024, Mr. Miller also had 22,900 outstanding unvested restricted stock units. (8) As of December 31, 2024, Mr. Socha had fully vested and outstanding options to purchase the following: 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; 19,169 shares at an exercise price of $4.57; and 32,608 outstanding unvested options to purchase shares at an exercise price of $2.62. As of December 31, 2024, Mr. Socha also had 22,900 outstanding unvested restricted stock units. (9) As of December 31, 2024, Mr. Ford had fully vested and outstanding options to purchase the following: 5,434 shares at an exercise price of $2.63; and 32,608 outstanding unvested options to purchase shares at an exercise price of $2.62. As of December 31, 2024, Mr. Ford also had 22,900 outstanding unvested restricted stock units. Mr. Ford was appointed to our Board in March 2024. As of December 31, 2024, Mr. Taormina had fully vested and outstanding options to purchase the following: 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; 19,169 shares at an exercise price of $4.57; and 32,608 outstanding unvested options to purchase shares at an exercise price of $2.62. As of December 31, 2024, Mr. Taormina also had 22,900 outstanding unvested restricted stock units.