DEF: Clean Energy Fuels Corp. 2026 Annual Meeting Proxy Statement

Clean Energy Fuels Corp. is holding its 2026 Annual Meeting of Stockholders on June 10, 2026, a virtual meeting, to elect directors, ratify auditor appointment, and vote on executive compensation.

Summary

• The company is holding its 2026 Annual Meeting of Stockholders on June 10, 2026, as a virtual meeting via live audio webcast.
• Key proposals include the election of six directors, ratification of KPMG LLP as the independent registered public accounting firm for fiscal year 2026, and an advisory vote to approve executive compensation.
• The Board of Directors has fixed April 16, 2026, as the record date for stockholders entitled to vote.
• The company is utilizing internet availability for proxy materials to reduce costs and environmental impact.
• Detailed information on director nominees, executive compensation, corporate governance, and related party transactions is provided.
• Barclay F. Corbus was appointed CEO effective April 22, 2026, succeeding Andrew J. Littlefair, who will remain as a director and provide consulting services.

Sentiment

Score: 3

Explanation: StockSavvy.ai views this filing as having a negative sentiment due to the company's continued net losses, underperformance relative to market benchmarks, and declining Adjusted EBITDA, despite positive operational highlights and strategic initiatives.

Positives

• The company is leveraging virtual meetings to reduce costs and environmental impact.
• The company actively engaged with stockholders in 2024 to inform the 2025 compensation program design.
• Executive compensation includes a strong emphasis on pay-for-performance with a significant portion tied to annual cash bonuses and equity incentives.
• Introduction of Performance Stock Units (PSUs) in 2025 for named executive officers to further align pay with long-term performance and stockholder interests.
• The company has adopted stock ownership guidelines for directors and executive officers to align their interests with stockholders.
• The company has a formal clawback policy for recouping compensation in certain circumstances.

Negatives

• The company experienced a net loss of $222,024,000 in 2025.
• The company's Adjusted EBITDA was $67,606,000 in 2025, which was a decrease from $76,642,000 in 2024.
• The company's stock price performance has been challenging, with a cumulative TSR of $26.72 from December 31, 2020, to December 31, 2025, compared to a peer group TSR of $125.68.
• The company's net income has been negative for the past five years, ranging from a loss of $58,733,000 in 2022 to a loss of $222,024,000 in 2025.
• The company's CEO to median employee pay ratio is 22:1, indicating a significant disparity in compensation.

Risks

• The willingness of fleets and other consumers to adopt natural gas as a vehicle fuel and the rate of such adoption.
• Market perception of RNG and conventional natural gas benefits relative to other alternative vehicle fuels.
• Natural gas vehicle and engine cost, fuel usage, availability, quality, safety, convenience, design, performance, and residual value.
• The company's ability to further develop and manage its RNG business, including procuring adequate supplies and generating revenues.
• The ability of the company and its suppliers to successfully develop and operate projects and produce expected volumes of RNG.
• The impact of a bankruptcy or failure of any source owners at its projects.
• Dependence on vehicle and engine manufacturers over which the company has no control.
• The long and variable development cycle for securing ADG RNG from new projects.
• The potential commercial viability, solvency, financial capacity, and operational capability of livestock waste and dairy farm projects to produce RNG.
• The company's history of net losses and the possibility of incurring additional net losses.
• The ability of the company and its partners to acquire, finance, construct, and develop other commercial projects.
• The ability to invest in hydrogen stations or modify fueling stations to reform RNG to fuel hydrogen and charge electric vehicles.
• Future supply, demand, use, and prices of crude oil, gasoline, diesel, natural gas, and other vehicle fuels, including overall levels and volatility.
• Changes in the competitive environment, including potentially increasing competition in the market for vehicle fuels.
• The ability to manage and increase the business of transporting and selling CNG for non-vehicle purposes.
• Construction, permitting, and other factors that could cause delays or problems at station construction projects.
• The ability to procure and maintain contracts with government entities.
• The ability to execute and realize the intended benefits of any acquisitions, divestitures, investments, or other strategic relationships or transactions.
• Significant fluctuations in results of operations, making it difficult to predict future results.
• Warranty reserves may not adequately cover warranty obligations.
• A future pandemic, epidemic, or other infectious disease outbreak.
• The future availability of and access to additional capital, which may include debt or equity financing.
• The ability to generate sufficient cash flows to repay debt obligations as they come due.
• The availability of environmental, tax, and other government legislation, regulations, programs, and incentives that promote natural gas.
• The effect of, or potential for changes to, greenhouse gas emissions requirements or other environmental regulations.
• The ability to manage the health, safety, and environmental risks inherent in its operations.
• The impact of the foregoing on the trading price of its common stock.
• The interests of significant stockholders may differ from other stockholders.
• The ability to protect against any material failure, inadequacy, interruption, or security failure of its information technology.
• General political, regulatory, economic, and market conditions.

Future Outlook

The company is positioned for growth in the clean transportation market, focusing on expanding RNG supply, growing its customer base, and optimizing its fueling network. Management aims to leverage new technologies, engage customers, drive efficiencies, and capitalize on existing investments. The company anticipates continued demand for RNG due to its carbon and cost advantages, and its domestic nature.

Management Comments

• "My goal as the incoming CEO is to focus on growing the company, using new technologies to find new customers and markets, engage with those customers, drive efficiencies and leverage the investments we've already made."
• "As we look back on 2025, it is clear that Clean Energy's strategy and long-term investments continue to position us at the center of one of the most compelling transitions happening in transportation today."
• "The combination of X15N performance and RNG's carbon and cost advantages is resonating with major carriers nationwide."
• "We are a unique company in that we provide a product to customers and to their customers that does good for the world."
• "But RNG is a domestic fuel that is not impacted by that. It also reduces harmful emissions, which we all care about."

Industry Context

StockSavvy.ai notes that Clean Energy Fuels Corp. is operating in the rapidly evolving clean transportation sector, specifically focusing on Renewable Natural Gas (RNG). The company's strategy aligns with the broader industry trend towards decarbonization in transportation, driven by regulatory pressures, corporate sustainability goals, and the development of new engine technologies like the Cummins X15N. The company's ability to secure RNG supply from diverse sources (dairy, swine, landfill) and its extensive fueling network are key competitive advantages in this growing market.

Comparison to Industry Standards

• The company's cumulative Total Stockholder Return (TSR) from December 31, 2020, to December 31, 2025, was $26.72, significantly underperforming the Russell 2000 Index's TSR of $125.68 over the same period.
• The company's net income has been negative for the past five fiscal years, indicating a struggle to achieve profitability compared to potentially more stable companies within the broader energy or transportation sectors.
• The company's Adjusted EBITDA, while positive, has shown a declining trend from $76,642,000 in 2024 to $67,606,000 in 2025, suggesting potential operational challenges or market pressures impacting earnings before interest, taxes, depreciation, and amortization.
• The company's peer group for compensation benchmarking has been updated to better align with its financial profile, indicating a continuous effort to find comparable companies in the alternative/clean energy space, which is a challenging task due to the sector's fragmentation.

Management Changes

Corporate Governance

Related Party Transactions

• During 2025, the company paid TotalEnergies $0.9 million for expenses and commodity swap settlements.
• The company has a stock purchase agreement with TotalEnergies (TMS) dating back to May 2018, where TMS purchased approximately 25% of the company's common stock.
• TotalEnergies has rights to designate up to two directors on the company's Board.
• A joint venture with TotalEnergies (TotalEnergies JV Agreement) was formed in March 2021 to develop ADG RNG production facilities, with each party committing $50.0 million initially.
• In 2025, the company recognized $3.5 million in management fee revenue related to the TotalEnergies joint venture.
• Andrew J. Littlefair, former CEO and current director, entered into a three-year consulting agreement with an annual retainer of $750,000 and a $1,000,000 RSU grant.
• Drew Littlefair, son of Andrew J. Littlefair, is employed by HUB International Limited, the company's insurance brokerage firm. HUB earned approximately $305,331 related to the company's account in 2025.

Stakeholder Impact

• Shareholders: The company's underperformance relative to market benchmarks and continued net losses may negatively impact shareholder value. The introduction of PSUs and stock ownership guidelines aim to align executive and director interests with shareholders.
• Employees: The company offers a competitive benefits program. Executive compensation includes base salary, cash incentives, and equity, with a focus on performance.
• Customers: The company is focused on providing clean transportation fuel and engaging with fleet customers, highlighting the benefits of RNG.
• Suppliers: The company relies on RNG producers and suppliers for its fuel network. The success of RNG projects is critical.
• Creditors: The company has reduced long-term debt by $65 million, which could positively impact its financial stability for creditors.

Next Steps

• Elect six directors to the Board of Directors.
• Ratify the appointment of KPMG LLP as the independent registered public accounting firm for fiscal year 2026.
• Approve, on an advisory, non-binding basis, the compensation of the named executive officers.
• Continue expanding RNG supply and growing the customer base.
• Optimize the nation's most extensive RNG fueling network.
• Continue to develop and manage RNG business, including procuring adequate supplies and generating revenues.
• Continue to invest in hydrogen stations or modify fueling stations to reform RNG to fuel hydrogen and charge electric vehicles.

Key Dates

Recommendation

While Clean Energy Fuels Corp. operates in a growing market with strategic advantages in RNG production and distribution, the company's persistent net losses, underperformance against market indices, and declining Adjusted EBITDA warrant caution. The recent CEO transition and the introduction of performance-based equity awards are positive steps, but the company needs to demonstrate a clear path to profitability and sustained financial improvement before a more positive recommendation can be made. A 'hold' recommendation reflects the potential for future growth balanced against current financial challenges.

Keywords

Clean Energy Fuels Corp., Proxy Statement, Annual Meeting, Stockholders, Directors Election, Executive Compensation, KPMG LLP, Renewable Natural Gas, RNG, Clean Transportation, SEC Filings, DEF 14A