8-K: Clean Energy Fuels Appoints New TotalEnergies Directors
Director Appointment
Clean Energy Fuels Corp. announced the appointment of Aimeric Ramadier and Marc de Guilhem de Lataillade to its Board of Directors, replacing two outgoing TotalEnergies designees.
Summary
- Clean Energy Fuels Corp. appointed Aimeric Ramadier and Marc de Guilhem de Lataillade to its Board of Directors, effective September 10, 2025.
- These appointments were made by TotalEnergies Marketing Services SAS (TEMS), a wholly owned subsidiary of TotalEnergies SE, exercising its director designation rights.
- The new directors replace Karine Boissy-Rousseau and Mathieu Soulas, who resigned on the same date.
- The outgoing directors' resignations were not due to any disagreements with the company's operations, policies, or practices.
- Messrs. Ramadier and de Guilhem de Lataillade will not receive compensation for their director services, only reimbursement for out-of-pocket expenses.
- The company entered into standard indemnification agreements with the new directors.
Sentiment
Score: 7
Explanation: The board changes are a routine exercise of a major shareholder's rights, but the new directors bring highly relevant experience in renewable fuels and strategy, which is a positive for the company's strategic direction and operational focus. The voluntary waiver of compensation is also a minor positive.
Positives
- New directors bring extensive experience in renewable fuels, global energy markets, and strategy, aligning with Clean Energy's mission to decarbonize transportation.
- Marc de Guilhem de Lataillade's role as VP Biogas at TotalEnergies directly supports Clean Energy's focus on Renewable Natural Gas (RNG).
- Aimeric Ramadier's background in strategy and supply, and his new role as senior representative USA for TotalEnergies, suggests a strategic alignment and potential for enhanced collaboration.
- The new directors voluntarily waived compensation, reducing board-related expenses for Clean Energy.
- The continuity of TotalEnergies' representation on the board, a significant shareholder, indicates ongoing strategic partnership.
Future Outlook
The new directors expressed enthusiasm for contributing to Clean Energy's growth strategy, scaling and accelerating the deployment of low-carbon fuels in North America, and bringing a global perspective to the mission of cleaner transportation.
Management Comments
- "Marc and Aimeric both bring a wealth of experience in renewable fuels and global energy markets that align strongly with our mission to decarbonize transportation. Their understanding of the industry will be invaluable as we continue to build momentum in the renewable natural gas (RNG) market domestically." Stephen Scully, Clean Energy Board of Directors Chairman.
- "I'm pleased to join Clean Energy's Board of Directors at such a critical time for renewable fuels in transportation. The company's leadership in RNG and vision for a cleaner energy future closely align with TotalEnergies' approach to decarbonization. I look forward to working with my fellow directors and the executive team to grow the market further." Marc de Guilhem de Lataillade.
- "I'm proud to have the opportunity to contribute to Clean Energy's growth strategy and help scale and accelerate the deployment of low-carbon fuels in North America. Working alongside my fellow board members, I am excited to bring a global perspective to drive its mission of cleaner transportation." Aimeric Ramadier.
Industry Context
The appointments reflect a continued strategic focus on renewable fuels and decarbonization within the transportation sector, aligning with broader industry trends towards sustainable energy solutions. TotalEnergies' active role through its designees underscores the growing importance of biogas and renewable natural gas (RNG) in the global energy transition. The new directors' backgrounds in biogas, renewables, and global energy markets suggest a reinforcement of Clean Energy's position in these areas.
Management Changes
| Role | Previous Person | New Person | Effective Date | Reason |
|---|---|---|---|---|
| Director | Karine Boissy-Rousseau | Aimeric Ramadier | September 10, 2025 | TotalEnergies Marketing Services SAS (TEMS) decided to replace its director designees. |
| Director | Mathieu Soulas | Marc de Guilhem de Lataillade | September 10, 2025 | TotalEnergies Marketing Services SAS (TEMS) decided to replace its director designees. |
Corporate Governance
| Change Type | Description | Effective Date | Impact Assessment |
|---|---|---|---|
| Director Appointment Terms | New directors Aimeric Ramadier and Marc de Guilhem de Lataillade will not serve as members of any Board committee. | September 10, 2025 | Limits their direct involvement in committee-level oversight but maintains their strategic input as board members. This is typical for designees of a major shareholder. |
| Director Compensation | New directors voluntarily waived their right to receive compensation for their services, only receiving reimbursement for reasonable out-of-pocket expenses. | September 10, 2025 | Reduces board-related expenses for the company. |
| Indemnification Agreements | The company entered into indemnification agreements with the new directors, consistent with those for other directors, providing indemnification to the fullest extent authorized by law. | September 10, 2025 | Standard practice to protect directors from liabilities arising from their service. |
Related Party Transactions
- The appointment of directors by TotalEnergies Marketing Services SAS (TEMS) is a direct result of director designation rights granted under a Stock Purchase Agreement dated May 9, 2018, where TEMS purchased approximately 25% of Clean Energy's outstanding common stock. This constitutes an ongoing relationship with a significant shareholder.
Stakeholder Impact
- Shareholders: The continuity of TotalEnergies' representation on the board, with new directors bringing relevant industry expertise, could be viewed positively as it reinforces strategic alignment and potentially strengthens the company's focus on renewable fuels. The waiver of director compensation is a minor positive for cost efficiency.
- Employees: No direct impact mentioned.
- Customers: No direct impact mentioned, but a reinforced strategic focus on RNG could indirectly benefit customers seeking cleaner transportation solutions.
- Suppliers: No direct impact mentioned.
- Creditors: No direct impact mentioned.
Next Steps
- Continue building momentum in the renewable natural gas (RNG) market domestically.
- Scale and accelerate the deployment of low-carbon fuels in North America.
- Drive the mission of cleaner transportation.
Key Dates
| Date | Description |
|---|---|
| 2012 | Aimeric Ramadier first joined TotalEnergies in the Refining & Chemicals division. |
| 2015 | Marc de Guilhem de Lataillade became Vice President of solar Utility Power Plants at TotalEnergies Renewables. |
| 2016 | Aimeric Ramadier joined TotalEnergies' exploration & production division as Country Delegate for Australia, Malaysia, and Brunei. |
| 2018 | Stock Purchase Agreement between Clean Energy Fuels Corp. and TotalEnergies Marketing Services SAS (TEMS) was dated May 9, 2018, granting director designation rights. |
| 2018 | Marc de Guilhem de Lataillade became Vice President Gas Renewables and Power in China. |
| 2018 | Aimeric Ramadier joined TotalEnergies' Marketing & Services division, managing Talent Development. |
| 2021 | Karine Boissy-Rousseau began her service on Clean Energy's board. |
| 2022 | Marc de Guilhem de Lataillade became General Manager of TotalEnergies LNG Services France. |
| 2023 | Mathieu Soulas began his service on Clean Energy's board. |
| 2023 | Aimeric Ramadier became Head of Strategy and Supply for TotalEnergies' Marketing & Services division. |
| 2024-09 | Marc de Guilhem de Lataillade became Vice President Biogas in TotalEnergies' Gas, Renewables and Power business segment. |
| 2024-11-06 | Clean Energy Fuels Corp. filed its Quarterly Report on Form 10-Q, which included the form of indemnification agreement as Exhibit 10.1. |
| 2025-09 | Aimeric Ramadier was appointed as senior representative USA for TotalEnergies. |
| 2025-09-10 | Karine Boissy-Rousseau and Mathieu Soulas resigned from the Board of Directors. |
| 2025-09-10 | Aimeric Ramadier and Marc de Guilhem de Lataillade were appointed as directors, effective immediately. |
| 2025-09-11 | Clean Energy Fuels Corp. issued a press release announcing the board changes. |
Recommendation
holdThe filing details routine board changes where a major shareholder, TotalEnergies, replaced its designees. While the new directors bring relevant experience in renewable fuels and strategy, which is a positive for the company's long-term direction, these changes do not introduce new material information that would significantly alter the company's fundamental valuation or immediate outlook. The resignations were not due to disagreements, indicating stability. Therefore, a 'hold' recommendation is appropriate as the filing reinforces existing strategic alignment without providing new catalysts for a 'buy' or 'sell' decision.
Keywords
Clean Energy Fuels, TotalEnergies, Board of Directors, Director Appointment, Corporate Governance, Renewable Natural Gas, RNG, Energy Sector, Transportation Decarbonization, CLNE
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