DEF 14A of Clean Energy Fuels Corp., Apr 30, 2026

DEF 14A of Clean Energy Fuels Corp.

Filed Apr 30, 2026 · FY20250001104659-26-052378

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 our current directors Barclay F. Corbus, Andrew J. Littlefair, Stephen A. Scully, Lizabeth A. Ardisana, Patrick J. Ford, and Vincent C. Taormina, for election as members of our Board at the Annual Meeting. As disclosed in our Current Report on Form 8-K filed on April 23, 2026, on April 22, 2026 our Board, based on the recommendation of our nominating and corporate governance committee, appointed Mr. Corbus as a director in connection with our Company’s Chief Executive Officer Transition. Mr. Corbus will be standing for election to our Board for the first time at the Annual Meeting. Each of our director nominees, other than Messrs. Corbus and Littlefair, are independent directors within the meaning of applicable rules of The Nasdaq Stock Market LLC (“Nasdaq”). Each of the nominees is a current director of our Company and, other than Mr. Corbus, was elected by our stockholders at our 2025 annual meeting of stockholders. 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 2025, 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 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) | | Barclay F. Corbus | 59 | President, Chief Executive Officer and Director | | Stephen A. Scully | 67 | Chairman of the Board | | Lizabeth A. Ardisana | 75 | Director | | Patrick J. Ford | 64 | Director | | Andrew J. Littlefair | 65 | Director | | Vincent C. Taormina | 70 | Director |

  5. Director Nominees

    Barclay F. Corbus has served as our President, Chief Executive Officer and a director since April 22, 2026. Previously, Mr. Corbus served as our Senior Vice President, Strategic Development and Head of Renewable Fuels from December 2021 to April 22, 2026. Prior to that, Mr. Corbus served as our Senior Vice President, Strategic Development from September 2007 to December 2021. From July 2003 to September 2007, Mr. Corbus served as Co-Chief Executive Officer and a director of WR Hambrecht + Co, an investment bank that managed our initial public offering. Mr. Corbus joined WR Hambrecht + Co in 1999 and, from October 2000 to July 2003, Mr. Corbus served as Head of Investment Banking of WR Hambrecht + Co. From 1989 to 1999, Mr. Corbus worked with Donaldson, Lufkin & Jenrette. Mr. Corbus serves as a director of Bed Bath & Beyond, Inc., a publicly traded company, since March 2007 and is a Trustee of the College of the Atlantic. He has previously served on the boards of Alaska Energy and Resources Co, WR Hambrecht + Co., Niman Ranch, and Goodwill of San Francisco. Mr. Corbus earned an B.A. in government from Dartmouth College and an M.B.A from Columbia Business School. Skills and Qualifications: Mr. Corbus brings to our Board his nineteen years of experience at the Company in senior executive positions leading corporate strategy, M&A and financing activities, as well as our growing RNG production and distribution businesses, 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 Chairman of the Board effective January 1, 2018. Mr. Scully was the founder and President of The Scully Companies, a California-based full service truck leasing and specialized contract carriage provider. He founded The Scully Companies in 1981 after graduating from the University of Southern California and subsequently sold the business to Ryder System, Inc. 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 has served on the Newport Beach Harbor Commission since 2009, including two terms as Chairman. Mr. Scully previously served as a board member and two terms as Chairman of the Board of National Truck Leasing System from 1999 to 2010, as a board member of the Truck Rental and Leasing Association from 1990 to 1999, and as a board member of Ameriquest Transportation and Logistics Resources from 2007 to 2008. He is a former member of the California Trucking Association. Skills and Qualifications: Mr. Scully brings to our Board the perspective of a founder and operator, along with extensive experience in the trucking and logistics industry and public-company board leadership. Lizabeth A. 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 previously served as a member of the board of directors of LeddarTech Holdings Inc., a publicly traded company, from January 2024 to June 2025, Huntington Bancshares Inc., a publicly traded company, 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. Patrick J. Ford has served as a director of our Company since March 2024. Mr. Ford served as an Audit Partner at KPMG LLP, an accounting and advisory firm, 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 to 2018. Mr. Ford is a certified public accountant (retired status) in California. Since 2025, Mr. Ford has served on The Board of Directors of Claremont Lincoln University and 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. Andrew J. Littlefair, one of our founders, has served as a director since June 2001. Previously, Mr. Littlefair served as our President and Chief Executive Officer from June 2001 to April 22, 2026. 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 served as the chairman of the board of directors of SAFE S.p.A. and also 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 2003 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 as the former President and Chief Executive Officer of our Company, which gives him unique insight into our Company’s operations, challenges and opportunities.

  6. Director Nominees

    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 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.

  9. Director Nominee Evaluations

    | | | RNG and | Government, | | | | | Senior | Natural Gas | Legal and | | Company | | | Leadership | Industry | Regulatory | Financial | Board | | Director | Experience | Experience | Expertise | Expertise | Experience | | Barclay F. Corbus | √ | √ | √ | √ | √ | | Stephen A. Scully | √ | √ | | √ | √ | | Lizabeth A. Ardisana | √ | √ | √ | √ | √ | | Patrick J. Ford | √ | √ | √ | √ | √ | | Andrew J. Littlefair | √ | √ | √ | √ | √ | | Vincent C. Taormina | √ | √ | | | |

  10. 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 six 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.

  11. OUR BOARD RECOMMENDS A VOTE “FOR ALL” THE DIRECTOR NOMINEES

    OUR BOARD RECOMMENDS A VOTE “FOR ALL” THE DIRECTOR NOMINEES

  12. 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.

  13. Executive Summary: Key 2025 Compensation Actions and Outcomes

    | ● | Partially paid down long-term debt by $65 million with available cash and investments on hand; |

  14. 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. In conjunction with 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 2025, 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 2026 compensation actions; analyzing our equity pool usage; providing executive pay and incentive design benchmarking to help inform 2025 compensation decisions for the executive team; providing input on general market and governance trends; supporting our stockholder engagement efforts; providing information on Say-on-Pay trends; and supporting on various other ad hoc and governance-related items.

  15. Peer Group

    Peer Group Selecting a group of peer companies with comparable business profiles to Clean Energy is challenging because there are few publicly traded companies in our line of business that are of comparable size. In selecting peer companies for compensation purposes, our compensation committee generally sought to identify companies that operate in similar industries with generally comparable business scales, and that, in our compensation committee’s view, compete with us for talent. 2024 Peer Group Approval to Inform 2025 Compensation Decisions In September 2024, considering the compensation consultant’s recommendations, our compensation committee approved the 16 companies listed below as our peer companies that were used for 2025 compensation purposes, which we refer to collectively as the “2025 Peer Group.” These companies mainly had revenue of approximately 1/3x to 3x that of Clean Energy and a significant portion of their business related to alternative/renewable energy production or supporting industries. In cases where the selected peer deviated from that profile, the company was selected due to its industry relevance.

  16. Peer Group

    | Aemetis, Inc. | AeroVironment, Inc. | Ameresco, Inc. | | Ballard Power Systems, Inc. | Bloom Energy Corporation | 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 | | |

  17. Peer Group

    2025 Updated Peer Group Approval to Inform 2026 Compensation Decisions In September 2025, the compensation committee and its compensation consultant undertook a thorough review of the peer group, both as part of the annual review process and in consideration feedback gathered from our stockholders, in order to ensure a sound process and rationale in determining executive pay levels. The goal was to construct a peer group that maintained a high level of comparability in the alternative/clean energy space while improving the degree of alignment with Clean Energy’s financial profile. The compensation consultant recommended the removal of four companies that had revenue or market capitalization well above ours, including Darling Ingredients, Northern Oil and Gas, Enphase Energy, and AeroVironment. Three companies with more comparable financial and business profiles were proposed for inclusion: REX American Resources, Centrus Energy, and American Superconductor. In considering the compensation consultant’s recommendations, the compensation committee approved the 15 companies listed below as our peer companies that were used for 2026 compensation purposes, which we refer to collectively as the “2026 Peer Group.”

  18. Peer Group

    | Aemetis, Inc. | Ameresco, Inc. | American Superconductor | | Ballard Power Systems, Inc. | Bloom Energy Corporation | Centrus Energy | | FuelCell Energy, Inc. | Gevo, Inc. | Green Plains, Inc. | | Montauk Renewables, Inc. | Opal Fuels | Ormat Technologies, Inc. | | Plug Power, Inc. | REX American Resources | W&T Offshore |

  19. Role of Peer Group Comparison in Setting Compensation Levels

    Role of Peer Group Comparison in Setting Compensation Levels Our compensation committee believes that comparing pay levels and practices to comparable peer companies is a valuable input in establishing our executive officer pay strategy, though it is not the only tool used for setting compensation due to aspects of our business, objectives, and the way we have structured executive roles that may be unique to our Company. Our compensation committee also considers internal equity, individual performance, tenure, recent pay levels, and input from our President and Chief Executive Officer and from the compensation consultant, among other factors, in determining final pay levels. The executive pay structure and levels included in this proxy statement were determined based on all of the above factors, in conjunction with considering the peer group as set forth above.

  20. Components of Compensation

    | ● | Performance-based annual cash incentives; |

  21. Components of Compensation

    | ● | Equity incentives; |

  22. Components of Compensation

    | ● | Change in control and post-termination severance compensation; and |

  23. Cash Incentives for 2025 – Performance-Based Cash Incentive Bonus Plan

    Cash Incentives for 2025 – Performance-Based Cash Incentive Bonus 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 provide competitive pay opportunities to attract and retain strong talent. Our compensation committee determines performance criteria, considers factors and developments it deems relevant, and awards overall cash incentives in the amounts it deems appropriate based on performance. At the beginning of each year our compensation committee approves a performance-based cash incentive plan that reflects both the strategic priorities of the Company as well as its targeted performance objectives. Following the completion of the year, the compensation committee approves payment of incentives after reviewing our performance with respect to the criteria set forth in the plan. Program Design and Performance Results – 2025 Performance-Based Cash Incentive Bonus Plan The 2025 performance-based cash incentive bonus plan uses a variety of metrics that reflect our business priorities and that are focused on bottom-line profitability, fueling supply, and company strategy. Weighting by metric represents an approximation of the relative priority and perceived impact on overall current and future stockholder value creation from business results. Current year financial metrics represent 80% of the weighting which we believe properly emphasizes the need to establish and meet challenging near-term objectives. The remaining 20% of our measures are for strategic initiatives. These are items which generally do not directly impact current year financial results but are critical for positioning Clean Energy for future business success. Payout ranges under the 2025 performance-based cash incentive bonus plan 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. Each metric is independent, where achievement below the base performance on one metric will not impact earning opportunities for other metrics. Our compensation committee established the target award levels considering market pay factors, the terms of the employment agreements previously entered into with our named executive officers, and the compensation committee’s evaluation of the experience and contributions of each individual. The compensation committee met in February 2026 to review our Company’s 2025 actual performance versus the financial performance criteria and strategic initiative targets and to determine what payouts, if any, would be made under the 2025 performance-based cash incentive plan. The compensation committee certified achievement outcomes on the various performance measures, with specific considerations as noted below. Overall financial performance was above the middle target levels for most metrics, while strategic initiatives were determined to be at the base target level. Total resulting cash funding for Mr. Littlefair was 111% of his salary, while cash payouts for Messrs. Vreeland and Corbus were both 76% of salary. Key performance considerations are highlighted below:

  24. Cash Incentives for 2025 – Performance-Based Cash Incentive Bonus Plan

    | ● | Adjusted EBITDA: Adjusted EBITDA is a non-GAAP financial measure. See “Calculation of 2025 Adjusted EBITDA” below in this Proxy Statement for the calculation of our 2025 adjusted EBITDA, as well as a reconciliation of adjusted EBITDA to net income (loss), which is the most comparable GAAP financial measure. For 2025, we established base, middle, and maximum targets that were somewhat below our actual achievement in 2024. The committee deemed this to be appropriate based on anticipated market factors at the beginning of 2025. Key considerations included anticipated removal of renewable energy incentives due to expected changes in federal policy, as well as projected lower prices for ongoing environmental credits available to the Company. Strong efforts from our senior leaders and overall team enabled us to exceed the budgeted performance ranges and achieve the maximum payout for this metric. |

  25. Cash Incentives for 2025 – Performance-Based Cash Incentive Bonus Plan

    | ● | Strategic Initiatives: Our strategic initiatives included: driving adoption of X15N natural gas trucks; increasing RNG dairy project volume production; lowering RNG dairy project operating costs; working on optimizing RNG production tax credits; lobbying for and securing an extension of the alternative fuel tax credit (“AFTC”) and/or the RNG tax credit; and completing a capital raise for our Rimere joint venture. The strategic initiative targets were established based on operational objectives, and unlike the other performance metrics, are qualitative rather than quantitative targets. The compensation committee determined that the overall performance assessment for this metric should be at a base target level. This reflects favorable results for X15N natural gas truck adoption and reduction of RNG dairy project operating costs. Significant effort has been expended on the AFTC and RNG tax credits though there has not been successful completion as of the end of 2025. The capital raise for Rimere was also not completed, though this did not result in direct costs for the Company and future revenue may still be possible. |

  26. Cash Incentives for 2025 – Performance-Based Cash Incentive Bonus Plan

    | ● | 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. We achieved absolute growth in 2025, with results between the base and middle target levels. |

  27. Cash Incentives for 2025 – Performance-Based Cash Incentive Bonus Plan

    | ● | RNG Volume (in GGEs): We defined RNG volume as the amount of renewable natural gas fuel, in GGEs, delivered to our customers. We achieved absolute growth in 2025, with results between the base and middle target levels. |

  28. Cash Incentives for 2025 – Performance-Based Cash Incentive Bonus Plan

    | ● | 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). We achieved above the maximum target level for fuel volume margin per GGE, resulting in a maximum payout for this performance measure. |

  29. Cash Incentives for 2025 – Performance-Based Cash Incentive Bonus Plan

    | ● | 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. Our gross profit dollars for our customer-owned fueling stations were somewhat above our middle target levels, reflecting strong sales efforts and continued management of costs. |

  30. Cash Incentives for 2025 – Performance-Based Cash Incentive Bonus Plan

    | ● | 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. Our O&M services margin percentage was in line with our middle target objective. |

  31. Cash Incentives for 2025 – Performance-Based Cash Incentive Bonus Plan

    The base, middle and maximum targets for the performance criteria under the incentive plan approved by our compensation committee for 2025, as well as our actual performance for these criteria, are set forth in the following table.

  32. Cash Incentives for 2025 – Performance-Based Cash Incentive Bonus Plan

    | | | | | | | CEO Example: | | | | | | | | Weighted | | | | Base | Middle | Maximum | | Achievement | | Performance Criteria | Weighting | Target | Target | Target | Performance | of Target % | | Adjusted EBITDA(1) | 30% | $50,635 | $53,300 | $60,000 | $67,600 | 45% | | Strategic Initiatives | 20% | — | — | — | Base | 14% | | Fuel Volume (in GGEs)(1) | 15% | 288,420 | 303,600 | 319,000 | 300,100 | 14% | | RNG Volume (in GGEs)(1) | 15% | 233,890 | 246,200 | 259,000 | 237,200 | 12% | | Fuel Volume Margin per Gallon (in GGEs)(1)(2) | 10% | $0.418 | $0.440 | $0.462 | $0.514 | 15% | | Volume-related, O&M services Margin $ | 5% | $18,430 | $19,400 | $20,400 | $20,100 | 7% | | Volume-related, O&M services Margin % | 5% | 33.6% | 35.4% | 37.2% | 35.4% | 5% | | Total Funding (CEO Example) | | | | | | 111% |

  33. Cash Incentives for 2025 – Performance-Based Cash Incentive Bonus Plan

    | (1) Target and performance amounts shown in thousands. |

  34. Cash Incentives for 2025 – Performance-Based Cash Incentive Bonus Plan

    | (2) Excludes changes in fair value of derivative instruments and Amazon warrant charges; includes margin from fuel sales, RIN credits, LCFS credits, and AFTC. |

  35. Cash Incentives for 2025 – Performance-Based Cash Incentive Bonus Plan

    In summary, based on our performance for 2025, our compensation committee awarded our named executive officers cash incentives under our performance-based plan as described below, each of which was above the target payment level. Mr. Littlefair received 111%, and Messrs. Vreeland and Corbus received 76%, respectively, of their 2025 salaries in bonus amounts for 2025.

  36. Cash Incentives for 2025 – Performance-Based Cash Incentive Bonus Plan

    | | 2025 | | Target Incentive | Incentive Paid | | | Name | Base Salary | Target Incentive | % of Base Salary | (% of Base Salary) | Total Payout | | Andrew J. Littlefair | $778,680 | $778,680 | 100% | 111% | $867,973 | | Robert M. Vreeland | $515,000 | $360,500 | 70% | 76% | $392,412 | | Barclay F. Corbus | $545,000 | $381,500 | 70% | 76% | $415,271 |

  37. Equity Incentives for 2025 – RSUs and Introduction of PSUs; Reduction in Target Award Values

    Equity Incentives for 2025 – RSUs and Introduction of PSUs; Reduction in Target Award Values 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. As described above, the compensation committee also considers the equity award opportunities provided by our peer group companies when making equity award determinations for the named executive officers. Annual equity incentive grants are generally made in the first quarter 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 one business day or more 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 in 2025 to named executive officers outside of the specified annual awards below. Prior to 2025, we have granted our named executive officers stock options, RSUs, or a combination thereof, 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. For 2025, based on feedback received from our engagement with stockholders and in order to provide greater direct measurement of performance and pay-for-performance alignment, we included performance stock units (“PSUs”) in the equity mix for our named executive officers. For 2025, equity incentives for our named executive officers did not include stock options and instead consisted of a mix of RSUs and PSUs. Our compensation committee designed these awards to align executives with stockholder interests and to encourage our executives to achieve long-term growth goals for our Company. Our compensation committee and our executive team believe in the long-term growth potential of our Company and believe RSUs and PSUs to both be appropriate vehicles in properly incentivizing and rewarding progress in achieving growth. Target grant values for each of our named executive officers declined materially in 2025 relative to 2024. This reflects share value declines based on the challenging operating environment that was anticipated in 2025 and our committee’s focus on managing share usage and expenses. Grant values for Mr. Littlefair declined by over 20%, Mr. Corbus’ award value declined by 27%, while Mr. Vreeland’s award value was reduced by approximately 57%. 2025 Time-Based Restricted Stock Units (RSUs) RSUs are full-value awards that represent the contingent right to receive shares of our common stock upon achievement of stated vesting criteria. These awards provide direct alignment with stockholders and encourage value appreciation while also providing retention incentive for our leaders. The time-based RSU awards granted to our named executive officers in 2025 vest over three years 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 with our Company at each vesting date. With the introduction of PSUs in 2025, the RSUs represent 50% of the intended grant value for Mr. Littlefair, and 67% for Messrs. Vreeland and Corbus. The following table depicts the 2025 RSU awards:

  38. Equity Incentives for 2025 – RSUs and Introduction of PSUs; Reduction in Target Award Values

    | Executive | Number of RSUs | 2025 Grant Date Fair Value | | Andrew J. Littlefair | 212,500 | $429,250 | | Robert M. Vreeland | 200,000 | $404,000 | | Barclay F. Corbus | 200,000 | $404,000 |

  39. Equity Incentives for 2025 – RSUs and Introduction of PSUs; Reduction in Target Award Values

    2025 Performance Stock Units (PSUs) In our outreach conversations in 2024, stockholders generally communicated 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 the 2025 equity grants for our executives tied to two key growth metrics of our business: (i) stock price and (ii) negative carbon intensity dairy gas sales. We incorporated these PSUs into the 2025 share 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. 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. Price Hurdle PSUs – 50% of PSU Weighting: Achievement is based on reaching four distinct 30-day trailing average stock price hurdles, over a three-year period. These PSUs are earned based on the achievement of share price multiples ranging from 1.25x to 2.00x the price of the 30-day trailing average stock price of our common stock on the grant date. Any of these PSU awards that are not earned based on performance at the end of the three-year performance period will be forfeited for no consideration. As set forth in the table below, the number of shares to be earned can vary from 0% to 133% of the target award for these shares. These price hurdle PSUs comprise 50% of the total PSUs granted to the named executive officers. These price hurdle PSUs align the interests of management with those of stockholders by incentivizing the achievement of strong share price performance.

  40. Equity Incentives for 2025 – RSUs and Introduction of PSUs; Reduction in Target Award Values

    | | Price Hurdle | | | | | (% of 30-day | | | | | trailing average | | Cumulative | | | of grant date | Price Hurdle | Shares | | Tranche | stock price) | (stock price) | Earned | | Tranche 1 | 1.25x | $3.78 | 33% | | Tranche 2 | 1.50x | $4.53 | 67% | | Tranche 3 | 1.75x | $5.29 | 100% | | Tranche 4 | 2.00x | $6.04 | 133% |

  41. Equity Incentives for 2025 – RSUs and Introduction of PSUs; Reduction in Target Award Values

    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. Any of these PSU awards that are not earned based on performance at the end of the three-year performance period will be forfeited for no consideration. These negative CI dairy gas sale PSUs comprise 50% of the total PSUs granted to the named executive officers. 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 dairy gas sales generate carbon credits, which provide an additional benefit to our business.

  42. Equity Incentives for 2025 – RSUs and Introduction of PSUs; Reduction in Target Award Values

    | | 3-Year Growth CAGR | Resulting 3-year Cumulative Dairy Gas Sales Volume (GGEs in millions) | Stock Units Vesting | | Threshold | 2.5% | 256.0 | 33.0% | | Below Target | 5.0% | 268.8 | 67.0% | | Target | 7.5% | 282.0 | 100.0% | | Maximum | 10.0% | 295.7 | 133.0% |

  43. Equity Incentives for 2025 – RSUs and Introduction of PSUs; Reduction in Target Award Values

    The following table depicts 50% of the total PSU awards which are related to the Price Hurdle PSUs, based on the maximum performance level. Refer to the “Grants of Plan-Based Awards” in this proxy statement for reference to the threshold, target and maximum number of shares that could be issued based on actual performance levels.

  44. Equity Incentives for 2025 – RSUs and Introduction of PSUs; Reduction in Target Award Values

    | Executive Officer | Total Number of Market Based PSUs | 2025 grant date fair value | | Andrew J. Littlefair | 141,313 | $233,166 | | Robert M. Vreeland | 66,500 | $109,725 | | Barclay F. Corbus | 66,500 | $109,725 |

  45. Equity Incentives for 2025 – RSUs and Introduction of PSUs; Reduction in Target Award Values

    The following table depicts 50% of the total PSU awards which are related to the Negative CI Dairy Gas Sales PSUs, based on the maximum performance level. Refer to the “Grants of Plan-Based Awards” in this proxy statement for reference to the threshold, target and maximum number of shares that could be issued based on actual performance levels.

  46. Equity Incentives for 2025 – RSUs and Introduction of PSUs; Reduction in Target Award Values

    | Executive Officer | Total Number of CI PSUs | 2025 grant date fair value | | Andrew J. Littlefair | 141,313 | $285,452 | | Robert M. Vreeland | 66,500 | $134,330 | | Barclay F. Corbus | 66,500 | $134,330 |

  47. Legacy 2021 Multi-Year Performance Stock Options – Current Achievement Levels

    Legacy 2021 Multi-Year Performance Stock Options – Current Achievement Levels In December of 2021, our compensation committee awarded two performance-based stock option programs 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 and current achievement levels:

  48. Legacy 2021 Multi-Year Performance Stock Options – Current Achievement Levels

    | 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 with our Company on the applicable vesting date in order for such tranche to vest. These options afford the recipient the option to purchase shares of our common stock at a stated price per share (i.e., the exercise price), which is the closing price of our common stock on the grant date. The grant date for these options was on or after the date of compensation committee approval. Stock options expire at the end of 10 years. As of the Record Date, only the first tranche of these options has vested. |

  49. Legacy 2021 Multi-Year Performance Stock Options – Current Achievement Levels

    | 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 Company’s 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 with our Company on the vesting date in order to vest. These options afford the recipient the option to purchase shares of our common stock at a stated price per share (i.e., the exercise price), which is the closing price of our common stock on the grant date. The grant date for these options was on or after the date of compensation committee approval. Stock options expire at the end of 10 years. As of the Record Date, this price threshold has not been achieved and accordingly, none of these options have vested. |

  50. 2026 Equity Incentive Program

    2026 Equity Incentive Program For 2026, our compensation committee determined to continue structuring our named executive officer long-term equity awards using a combination of RSUs and PSUs. We believe this structure remains responsive to stockholder feedback and that the inclusion of long-term performance objectives for the PSU awards continues to emphasize direct measurement of performance and align long-term executive compensation with actual performance results achieved. For 2026, the compensation committee recalibrated the performance metrics applicable, with two new metrics as follows: (1) an Adjusted EBITDA metric measured over a three-year performance period, which the compensation committee believes is a key long-term stockholder value driver and accomplishes a different compensation objective than the one-year Adjusted EBITDA metric used as one of several metrics under our annual incentive plan; and (2) a metric based on our debt to earnings ratio which was included because the compensation committee wanted to incentivize prudent long-term growth and attention to our long-term capital structure. Like in 2025, the 2026 PSU performance metrics were developed by the compensation committee with input from Semler Brossy, its independent compensation consultant.

  51. 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.

  52. Employment Agreements

    Employment Agreements

  53. Employment Agreements

    | ● | We entered into employment agreements with each of our named executive officers on December 31, 2015. These employment agreements had the following key terms as of December 31, 2025 (which was prior to the Chief Executive Officer Transition): |

  54. Employment Agreements

    | ● | 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). |

  55. Employment Agreements

    | ● | Each named executive officer is entitled to receive an annual base salary of no less than his base salary in 2015. |

  56. Employment Agreements

    | ● | 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 was 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. |

  57. Employment Agreements

    | ● | 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” |

  58. Employment Agreements

    | 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. |

  59. 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. 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.

  60. 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.

  61. Chief Executive Officer Transition

    Chief Executive Officer Transition On April 23, 2026, the Company announced Mr. Corbus’s appointment as the Company’s new President and Chief Executive Officer, succeeding Mr. Littlefair effective as of April 22, 2026. As part of the Company’s succession planning, Mr. Littlefair will remain engaged with the Company, as he is willing to continue to serve as a non-employee member of our Board and has agreed to provide consulting services to the Company pursuant to a new consulting agreement. In connection with Mr. Corbus’s appointment as President and Chief Executive Officer, we entered into an amended and restated employment agreement with Mr. Corbus. Mr. Corbus’s new employment agreement has an initial term ending April 22, 2029, which will automatically renew for additional one-year terms absent either party giving notice of non-renewal. Under his employment agreement, Mr. Corbus will receive an annual base salary of $750,000, subject to increase at the discretion of the compensation committee. Mr. Corbus will be eligible to earn a target annual bonus equal to 100% of his annual base salary, with any actual bonus becoming payable based on the achievement of performance objectives determined by the compensation committee each year. Although Mr. Corbus’s employment agreement does not entitle Mr. Corbus to receive any specific equity awards, in connection with his appointment, the compensation committee approved an incremental equity grant of time-vesting RSUs with an intended grant date value equal to $413,000, vesting in three substantially equal annual installments on each of the first three anniversaries of his appointment, subject to Mr. Corbus’s continued provision of services. The severance benefits under Mr. Corbus’s employment agreement are generally consistent with the severance benefits previously provided to Mr. Littlefair, although Mr. Corbus’s employment agreement does also provide for certain accelerated equity award vesting rights. In connection with Mr. Littlefair’s resignation, we entered into a consulting agreement with Mr. Littlefair. The consulting agreement has a three-year term, and engages Mr. Littlefair to provide strategic advisory and government-relations services to the Company under the direction of the Board. Under the consulting agreement, Mr. Littlefair will be entitled to a base consulting retainer at an annual rate of $750,000 and a grant of RSUs with an intended grant date value equal to $1,000,000, vesting in three substantially equal annual installments on each of the first three anniversaries of the start of the consulting term, subject to Mr. Littlefair’s continued provision of services under the consulting agreement. Mr. Littlefair will only earn the consulting retainer and vest in his consulting equity award to the extent he continues to provide the consulting services contemplated by his consulting agreement.

  62. 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 2023, 2024 and 2025. Because the following tables are required to be presented as of December 31, 2025 and are not permitted to reflect the Chief Executive Officer Transition, the disclosures for Mr. Littlefair and Mr. Corbus reflect their 2025 compensation and roles as of the end of 2025.

  63. Summary Compensation Table

    | | | | | | Non-Equity | | | | | | | Stock | Option | Incentive Plan | All Other | | | | | Salary | Awards | Awards | Compensation | Compensation | Total | | Name and Principal Position | Year | ($) | ($)(1) | ($)(1) | ($)(2) | ($)(3) | ($) | | Andrew J. Littlefair | 2025 | 787,062 | 947,868 | — | 867,973 | 95,643 | 2,698,546 | | President and Chief Executive | 2024 | 771,722 | 712,500 | 398,000 | 703,437 | 88,900 | 2,674,559 | | Officer | 2023 | 700,812 | — | 738,750 | 482,811 | 55,485 | 1,977,858 | | Robert M. Vreeland | 2025 | 516,154 | 648,055 | — | 392,412 | 13,673 | 1,570,294 | | 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 | | Barclay F. Corbus | 2025 | 545,915 | 648,055 | — | 415,271 | 10,500 | 1,619,741 | | Senior Vice President, | 2024 | 534,768 | 1,140,000 | 298,500 | 335,987 | 10,350 | 2,319,605 | | Strategic Development and Head of Renewable Fuels | 2023 | 495,940 | — | 985,000 | 209,973 | 11,903 | 1,702,816 |

  64. 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. PSU’s granted on February 27, 2025 are included at the maximum performance levels. Refer to the “Grants of Plan-Based Awards” in this proxy statement for reference to the threshold, target and maximum number of shares that could be granted based on actual performance levels. |

  65. Summary Compensation Table

    | (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. |

  66. Summary Compensation Table

    | (3) 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 2025, $43,485 paid by our Company for life insurance premiums, (c) spousal travel expenses paid on behalf of Mr. Littlefair, and (d) car lease payments made on behalf of Mr. Littlefair. |

  67. 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 2025:

  68. Grants of Plan-Based Awards

    | | | | | | Estimated | Estimated | Estimated | | | | | | | | | Future | Future | Future | | | | | | | | | Payouts | Payouts | Payouts | All Other | Grant | | | | | | | Under | Under | Under | Stock | Date Fair | | | | Estimated Future Payouts | | | Equity | Equity | Equity | Awards | Value of | | | | Under Non-Equity Incentive | | | Incentive | Incentive | Incentive | Number of | Stock and | | | | Plan Awards(2) | | | Plan Awards | Plan Awards | Plan Awards | Shares of | Option | | | | Threshold | Target | Maximum | Threshold (3) | Target (3) | Maximum (3) | Stock or Units (4) | Award (5) | | Name(1) | Grant Date | ($) | ($) | ($) | (#) | (#) | (#) | $(/Sh) | ($) | | Andrew J. Littlefair | — | 545,076 | 778,680 | 1,168,020 | — | — | — | — | — | | | 2/27/2025 | — | — | — | — | — | — | 212,500 | 429,250 | | | 2/27/2025 | — | — | — | 70,125 | 212,500 | 282,625 | | 518,618 | | Robert M. Vreeland | — | 257,500 | 360,500 | 515,000 | — | — | — | — | — | | | 2/27/2025 | — | — | — | — | — | — | 200,000 | 404,000 | | | 2/27/2025 | — | — | — | 33,000 | 100,000 | 133,000 | | 244,055 | | Barclay F. Corbus | — | 272,500 | 381,500 | 545,000 | — | — | — | — | — | | | 2/27/2025 | — | — | — | — | — | — | 200,000 | 404,000 | | | 2/27/2025 | — | — | — | 33,000 | 100,000 | 133,000 | | 244,055 |

  69. 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 2025. |

  70. Grants of Plan-Based Awards

    | (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 2025 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 — 2025 Performance-Based Cash Incentive Plan” above. |

  71. Grants of Plan-Based Awards

    | (3) The amounts shown in this column represent the grant date fair value of awards granted in 2025 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. |

  72. 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, 2025:

  73. Outstanding Equity Awards at Fiscal Year End

    | | Option Awards(1) | | | | | Stock Awards(1) | | | | | | | | Equity | | | | | | | | | | | Incentive | | | | | Equity Incentive | Equity Incentive | | | | | Plan awards: | | | | Market | Plan Awards: | Plan Awards: | | | Number of | Number of | Number of | | | Number of | Value of | Number of | Market or | | | Securities | Securities | Securities | | | Shares or | Shares or | Unearned | Payout Value | | | Underlying | Underlying | Underlying | | | Units of | Units of | Shares or | of Unearned | | | Unexercised | Unexercised | Unexercised | Option | | Stock That | Stock That | Units That | Shares or Units | | | Options | Options | Unearned | Exercise | Option | Have Not | Have Not | Have Not | That Have Not | | | (#) | (#) | Options | Price | Expiration | Vested | Vested | Vested | Vested | | Name | Exercisable | Unexercisable | (#) | ($) | Date | (#) | ($)(8) | (#) | ($)(7) | | Andrew J. Littlefair | 24,000 | — | — | 3.63 | 1/4/2026 | — | — | — | — | | | 260,000 | — | — | 2.83 | 1/13/2027 | — | — | — | — | | | 213,750 | — | — | 1.37 | 3/1/2028 | — | — | — | — | | | 168,525 | — | — | 2.19 | 2/24/2029 | — | — | — | — | | | 24,557 | — | — | 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 | — | — | 6.77 | 12/7/2031 | — | — | — | — | | | — | — | 1,187,500(2) | 6.77 | 12/7/2031 | — | — | — | — | | | 125,625 | 61,875(3) | — | 5.69 | 2/16/2033 | — | — | — | — | | | 68,000 | 132,000(4) | — | 2.85 | 3/4/2034 | — | — | — | — | | | — | — | — | — | — | 165,000(5) | 346,500 | — | — | | | — | — | — | — | — | 212,500(6) | 446,250 | — | — | | | — | — | — | — | — | — | — | 141,313(7) | 296,757 | | | — | — | — | — | — | — | — | 141,313(7) | 296,757 | | Robert M. Vreeland | 12,000 | — | — | 3.63 | 1/4/2026 | — | — | — | — | | | 109,091 | — | — | 2.83 | 1/13/2027 | — | — | — | — | | | 95,000 | — | — | 1.37 | 3/1/2028 | — | — | — | — | | | 88,200 | — | — | 2.19 | 2/24/2029 | — | — | — | — | | | 12,852 | — | — | 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 | — | — | 6.77 | 12/7/2031 | — | — | — | — | | | — | — | 487,500(2) | 6.77 | 12/7/2031 | — | — | — | — | | | 75,375 | 37,125(3) | — | 5.69 | 2/16/2033 | — | — | — | — | | | 51,000 | 99,000(4) | — | 2.85 | 3/4/2034 | — | — | — | — | | | — | — | — | — | — | 115,500(5) | 242,550 | — | — | | | — | — | — | — | — | 200,000(6) | 420,000 | — | — | | | — | — | — | — | — | — | — | 66,500(7) | 139,650 | | | — | — | — | — | — | — | — | 66,500(7) | 139,650 | | Barclay F. Corbus | 20,000 | — | — | 3.63 | 1/4/2026 | — | — | — | — | | | 75,936 | — | — | 2.83 | 1/13/2027 | — | — | — | — | | | 95,000 | — | — | 1.37 | 3/1/2028 | — | — | — | — | | | 88,200 | — | — | 2.19 | 2/24/2029 | — | — | — | — | | | 12,852 | — | — | 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 | — | — | 6.77 | 12/7/2031 | — | — | — | — | | | — | — | 525,000(2) | 6.77 | 12/7/2031 | — | — | — | — | | | 167,500 | 82,500(3) | — | 5.69 | 2/16/2033 | — | — | — | — | | | 51,000 | 99,000(4) | — | 2.85 | 3/4/2034 | — | — | — | — | | | — | — | — | — | — | 264,000(5) | 554,400 | — | — | | | — | — | — | — | — | 200,000(6) | 420,000 | — | — | | | — | — | — | — | — | — | — | 66,500(7) | 139,650 | | | — | — | — | — | — | — | — | 66,500(7) | 139,650 |

  74. Outstanding Equity Awards at Fiscal Year End

    | (1) 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. |

  75. Outstanding Equity Awards at Fiscal Year End

    | (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. |

  76. Outstanding Equity Awards at Fiscal Year End

    | (3) Represents an option award granted on February 17, 2023. |

  77. Outstanding Equity Awards at Fiscal Year End

    | (4) Represents an option award granted on March 4, 2024. |

  78. Outstanding Equity Awards at Fiscal Year End

    | (5) Represents a RSU award granted on March 4, 2024. |

  79. Outstanding Equity Awards at Fiscal Year End

    | (6) Represents a RSU award granted on February 27, 2025. |

  80. Outstanding Equity Awards at Fiscal Year End

    | (7) Represents Price Hurdle and Negative Carbon Intensity (CI) Dairy Gas Sales PSU’s granted on February 27, 2025. PSU amounts are reported at the maximum performance level. |

  81. Outstanding Equity Awards at Fiscal Year End

    | (8) Amount determined by multiplying the unvested stock awards by $2.10, the closing price of our common stock on the last trading day of 2025. |

  82. 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 2025:

  83. Option Exercises and Stock Vested

    | | Option Awards | | Stock Awards | | | | Number of | | Number of | | | | Shares | | Shares | | | | Acquired on | Value Realized | Acquired on | Value Realized | | | Exercise | on Exercise | Vesting | on Vesting | | Name | (#) | ($) | (#) | ($) | | Andrew J. Littlefair | — | — | 85,000 | 159,800 | | Robert M. Vreeland | — | — | 59,500 | 111,860 | | Barclay F. Corbus | — | — | 136,000 | 255,680 |

  84. 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.

  85. 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, 2025, 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.

  86. 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 former President and Chief Executive Officer, Andrew J. Littlefair, if a termination and/or a change in control had occurred as of December 31, 2025:

  87. Potential Payments to Each Named Executive Officer

    | | | Voluntary | Involuntary | Failure to | | | Termination | | | | Termination | Not For | Renew | | Change in | Due to | | | Voluntary | for Good | Cause | Employment | For Cause | Control | Death or | | Benefit and Payments | Termination | Reason | Termination | Agreement | Termination | Termination(3) | Disability | | Cash Severance Payment | — | $2,585,236 | $2,585,236 | $2,585,236 | — | $4,467,036 | — | | Continuation of Medical/Welfare Benefits (present value) | — | $24,877 | $24,877 | $24,877 | — | $24,877 | — | | Vacation Pay | $89,848 | $89,848 | $89,848 | $89,848 | $89,848 | $89,848 | $89,848 | | RSU Vesting(1) | — | — | $1,386,265 | $1,386,265 | — | $1,386,265 | $1,386,265 | | Option Vesting(2) | — | — | $— | $— | — | $— | $— | | Total(4): | $89,848 | $2,699,961 | $4,086,226 | $4,086,226 | $89,848 | $5,968,026 | $1,476,113 |

  88. Potential Payments to Each Named Executive Officer

    | (1) At December 31, 2025, Mr. Littlefair held 660,126 RSUs that had not vested. The amounts in this row were determined by multiplying the unvested RSUs by $2.1, the closing price of our common stock on December 31, 2025. |

  89. Potential Payments to Each Named Executive Officer

    | (2) At December 31, 2025, Mr. Littlefair held no unvested options that have an exercise price less than $2.1, the closing price of our common stock on December 31, 2025. The amounts in this row were determined by multiplying the total number of unvested shares underlying the options by the excess of $2.1 over the exercise price for such options. |

  90. Potential Payments to Each Named Executive Officer

    | (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. |

  91. Potential Payments to Each Named Executive Officer

    | (4) In accordance with applicable rules, the amounts reported in the table above reflect the potential payments Mr. Littlefair would have been entitled to receive at December 31, 2025, which was prior to the Chief Executive Officer Transition. Following the Chief Executive Officer Transition, Mr. Littlefair’s employment agreement severance provisions no longer apply. |

  92. Potential Payments to Each Named Executive Officer

    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, 2025:

  93. Potential Payments to Each Named Executive Officer

    | | | Voluntary | Involuntary | Failure to | | | Termination | | | | Termination | Not For | Renew | | Change in | Due to | | | Voluntary | for Good | Cause | Employment | For Cause | Control | Death or | | Benefit and Payments | Termination | Reason | Termination | Agreement | Termination | Termination(3) | Disability | | Cash Severance Payment | — | $1,355,783 | $1,355,783 | $1,355,783 | — | $1,877,189 | — | | Continuation of Medical/Welfare Benefits (present value) | — | $16,297 | $16,297 | $16,297 | — | $16,297 | — | | Vacation Pay | $57,594 | $57,594 | $57,594 | $57,594 | $57,594 | $57,594 | $57,594 | | RSU Vesting(1) | — | — | $941,850 | $941,850 | — | $941,850 | $941,850 | | Option Vesting(2) | — | — | $— | $— | — | $— | $— | | Total: | $57,594 | $1,429,674 | $2,371,524 | $2,371,524 | 57,594 | $2,892,930 | $999,444 |

  94. Potential Payments to Each Named Executive Officer

    | (1) At December 31, 2025, Mr. Vreeland held 448,500 RSUs that had not vested. The amounts in this row were determined by multiplying the unvested RSUs by $2.1, the closing price of our common stock on December 31, 2025. |

  95. Potential Payments to Each Named Executive Officer

    | (2) At December 31, 2025, Mr. Vreeland held no unvested options that have an exercise price less than $2.1, the closing price of our common stock on December 31, 2025. The amounts in this row were determined by multiplying the total number of unvested shares underlying the options by the excess of $2.1 over the exercise price for such options. |

  96. Potential Payments to Each Named Executive Officer

    | (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. |

  97. Potential Payments to Each Named Executive Officer

    Barclay F. Corbus The following table shows the potential cash payments or other benefits to be provided to Mr. Corbus in his former role as our Senior Vice President, Strategic Development and Head of Renewable Fuels, if a termination and/or a change in control had occurred as of December 31, 2025:

  98. Potential Payments to Each Named Executive Officer

    | | | Voluntary | Involuntary | Failure to | | | Termination | | | | Termination | Not For | Renew | | Change in | Due to | | | Voluntary | for Good | Cause | Employment | For Cause | Control | Death or | | Benefit and Payments | Termination | Reason | Termination | Agreement | Termination | Termination(3) | Disability | | Cash Severance Payment | $— | $1,453,098 | $1,453,098 | $1,453,098 | $— | $2,011,653 | $— | | Continuation of Medical/Welfare Benefits (present value) | $— | $33,168 | $33,168 | $33,168 | $— | $33,168 | $— | | Vacation Pay | $62,885 | $62,885 | $62,885 | $62,885 | $62,885 | $62,885 | $62,885 | | RSU Vesting(1) | $— | $— | $1,253,700 | $1,253,700 | $— | $1,253,700 | $1,253,700 | | Option Vesting(2) | $— | $— | $— | $— | $— | $— | $— | | Total(4): | $62,885 | $1,549,151 | $2,802,851 | $2,802,851 | $62,885 | $3,361,406 | $1,316,585 |

  99. Potential Payments to Each Named Executive Officer

    | (1) At December 31, 2025, Mr. Corbus held 597,000 RSUs that had not vested. The amounts in this row were determined by multiplying the unvested RSUs by $2.1, the closing price of our common stock on December 31, 2025. |

  100. Potential Payments to Each Named Executive Officer

    | (2) At December 31, 2025, Mr. Corbus held no unvested options that have an exercise price less than $2.1, the closing price of our common stock on December 31, 2025. The amounts in this row were determined by multiplying the total number of unvested shares underlying the options by the excess of $2.1 over the exercise price for such options. |

  101. Potential Payments to Each Named Executive Officer

    | (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. |

  102. Potential Payments to Each Named Executive Officer

    | (4) In accordance with applicable rules, the amounts reported in the table above reflect the potential payments Mr. Corbus would have been entitled to receive at December 31, 2025, which was prior to the Chief Executive Officer Transition and Mr. Corbus’s entry into his new employment agreement. |

  103. 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, 2025 and each such employee’s taxable earnings for 2025 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 527 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, 2025, this list reflects 2025 taxable earnings on an annualized basis. We then ordered the employees in this list based on the amounts of their 2025 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 $122,421, and the annual total compensation for our Chief Executive Officer was $2,698,546. 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 22 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 2025 or 2026.

  104. 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 2021 to 2025, compared to our total stockholder return (“TSR”) cumulatively from December 31, 2020 through the end of each such year, and our Net Income, and Adjusted EBITDA for each such year.

  105. Pay Versus Performance

    | | | | Average | Average | Value of | | | | | | | | Summary | Compensation | initial fixed | | | | | | Summary | Compensation | Compensation | Actually | $100 investment | | | Economic | | | Compensation | Actually | Table Total | Paid for | based on(4): | | Net Income | Adjusted | | | Table Total | Paid to | for Other | Other | | Peer Group | (loss) ($) | EBITDA ($)(5)(6) | | Year | for CEO (1) | CEO (2) | NEOs (3) | NEOs (2-3) | TSR | TSR | (in thousands) | (in thousands) | | 2025 | $2,698,546 | $2,063,227 | $1,595,018 | $1,192,265 | $26.72 | $125.68 | $(222,024) | $67,606 | | 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 |

  106. Pay Versus Performance

    | (1) Mr. Littlefair was the CEO for each of 2021, 2022, 2023, 2024 and 2025. |

  107. Pay Versus Performance

    | (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: |

  108. Pay Versus Performance

    | | | | | | | Add Value | | Subtract | | | | | | | | Add | of Equity | Add | Value of | | | | | | | | Change in | Awards | Change in | Equity Awards | | | | | | | Add | Value of Prior | That | Value of | that Failed | | | | | Summary | Subtract | Year-End | Unvested | Vested in | Vested | to Meet | Compensation | | | | Compensation | Stock | Equity | Equity | the Year of | Equity | Vesting | Actually | | Year | Executive(s) | Table Total ($) | Awards ($) | Value ($) | Awards ($) | Grant ($) | Awards ($) | Conditions ($) | Paid ($) | | 2025 | CEO | $2,698,546 | $(947,868) | $895,632 | (493,463) | $— | $(89,620) | $— | $2,063,227 | | | Other NEOs | $1,595,018 | $(648,055) | $631,473 | (268,702) | $— | $(117,469) | $— | $1,192,265 | | 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 | | | Other NEOs | $951,260 | $165,528 | $590,718 | $741,170 | $— | $19,344 | $16,838 | $2,120,126 |

  109. Pay Versus Performance

    | (3) For each of 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 and 2025, the other NEOs were Messrs. Vreeland and Corbus. |

  110. Pay Versus Performance

    | (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. |

  111. Pay Versus Performance

    | (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: |

  112. Pay Versus Performance

    | ● | Adjusted EBITDA (6) |

  113. Pay Versus Performance

    | ● | Volume (in GGEs) |

  114. Pay Versus Performance

    | ● | Volume Margin per GGE |

  115. Pay Versus Performance

    | ● | Volume of RNG |

  116. Pay Versus Performance

    | (6) Please see “Calculation of 2025 Adjusted EBITDA” below for more information on how we define Adjusted EBITDA. |

  117. 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.

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

    | | | | | |

  119. DIRECTOR COMPENSATION

    DIRECTOR COMPENSATION

  120. Director Compensation Table

    Director Compensation Table The following summarizes the compensation we paid to directors who were not employees of our Company for 2025:

  121. Director Compensation Table

    | | Fees Earned or | Stock | Option | | | | Paid in Cash | Awards(2) | Awards(3) | Total | | Name(1) | ($) | ($) | ($) | ($) | | Stephen A. Scully(4) | 135,000 | 60,000 | 60,000 | 255,000 | | Lizabeth A. Ardisana(5) | 83,000 | 60,000 | 60,000 | 203,000 | | Karine Boissy-Rousseau | — | — | — | — | | Marc de Guilhem de Lataillade | — | — | — | — | | James C. Miller III(6) | 42,500 | — | — | 42,500 | | Kenneth M. Socha(7) | 38,500 | — | — | 38,500 | | Aimeric Ramadier | — | — | — | — | | Patrick J. Ford(8) | 80,000 | 60,000 | 60,000 | 200,000 | | Mathieu Soulas | — | — | — | — | | Vincent C. Taormina(9) | 84,000 | 60,000 | 60,000 | 204,000 |

  122. 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. Messrs. Soulas, Ramadier, Lataillade, and Ms. Boissy-Rousseau each voluntarily waived their right to receive compensation for 2025. |

  123. Director Compensation Table

    | (2) On May 22, 2025, each non-employee director (other than Messrs. Miller, Socha, Soulas, Ramadier, Lataillade, and Ms. Boissy-Rousseau) received a restricted stock unit award covering 32,258 shares of common stock (the “2025 Director RSU Grants”). The amounts shown in this column represent the grant date fair value of the 2025 Director RSU Grants calculated in accordance with FASB ASC 718. The fair value of the RSU Grants was $1.86 reflecting the Company’s closing stock price on the grant date. |

  124. Director Compensation Table

    | (3) On May 22, 2025, each non-employee director (other than Messrs. Miller, Socha, Soulas, Ramadier, Lataillade, and Ms. Boissy-Rousseau) received an option award covering 45,112 shares and having an exercise price equal to $1.86 (the “2025 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. |

  125. Director Compensation Table

    | (4) As of December 31, 2025, 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; 32,608 shares at an exercise price of $2.62; and 45,112 outstanding unvested options to purchase shares at an exercise price of $1.86. As of December 31, 2025, Mr. Scully also had 32,258 outstanding unvested restricted stock units. |

  126. Director Compensation Table

    | (5) As of December 31, 2025, 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; 32,608 shares at an exercise price of $2.62; and 45,112 outstanding unvested options to purchase shares at an exercise price of $1.86. As of December 31, 2025, Ms. Ardisana also had 32,258 outstanding unvested restricted stock units. |

  127. Director Compensation Table

    | (6) Mr. Miller was not nominated for re-election at the 2025 Annual Meeting, and fees paid in cash represent payments made through to that date. |

  128. Director Compensation Table

    | (7) Mr. Socha was not nominated for re-election at the 2025 Annual Meeting, and fees paid in cash represent payments made through to that date |

  129. Director Compensation Table

    | (8) As of December 31, 2025, Mr. Ford had fully vested and outstanding options to purchase the following: 5,434 shares at an exercise price of $2.63; 32,608 shares at an exercise price of $2.62; and 45,112 outstanding unvested options to purchase shares at an exercise price of $1.86. As of December 31, 2025, Mr. Ford also had 32,258 outstanding unvested restricted stock units. Mr. Ford was appointed to our Board in March 2024. |

  130. Director Compensation Table

    | (9) As of December 31, 2025, 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; 32,608 shares at an exercise price of $2.62; and 45,112 outstanding unvested options to purchase shares at an exercise price of $1.86. As of December 31, 2025, Mr. Taormina also had 32,258 outstanding unvested restricted stock units. |