UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934

CLEAN ENERGY FUELS CORP.
3020 Old Ranch Parkway, Suite 400
Seal Beach, CA 90740

March 30, 2009April 7, 2010

Dear Stockholder:

        You are cordially invited to attend the annual meetingAnnual Meeting of stockholders (the "Annual Meeting") of Clean Energy Fuels Corp. (the "Company") to be held at The Island Hotel at 690 Newport Center Drive, Newport Beach, California 92660, on Tuesday,Wednesday, May 12, 2009,26, 2010, at 1:9:00 p.m.a.m. (Pacific Time).

        The attached notice of annual meetingAnnual Meeting and proxy statement include the agenda for the stockholders' meeting,Annual Meeting, explain the matters that we will discuss at the meeting and provide general information about our company.Company.

        For our 20092010 Annual Meeting, we are pleased to take advantage of the Securities & Exchange Commission rules that allow issuers to furnish proxy materials to their stockholders on the Internet. We believe these rules allow us to provide you with the information you need while lowering the costs of delivery and reducing the environmental impact of the Annual Meeting.

        Your vote is very important. If you do not plan to attend the annual meetingAnnual Meeting in person, please vote as promptly as possible. Thank you for supporting our company.Company.

		Sincerely,
		MITCHELL W. PRATT Corporate Secretary

CLEAN ENERGY FUELS CORP.
3020 Old Ranch Parkway, Suite 400
Seal Beach, CA 90740

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

May 12, 200926, 2010

        The annual meeting of stockholders (the "Annual Meeting") of Clean Energy Fuels Corp. (the "Company") will be held at The Island Hotel at 690 Newport Center Drive, Newport Beach, California 92660, on Tuesday,Wednesday, May 12, 2009,26, 2010, at 1:9:00 p.m.a.m. (Pacific Time) for the following purposes:

1.

To elect seven directors;



2.

To ratify the appointment of KPMG LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2009;2010;



3.

To approve our Amended andan amendment to the Company's Restated 2006 Equity Incentive Plan, which, wouldCertificate of Incorporation to increase the total number of shares that the Company is authorized to issue from 100,000,000 total authorized shares from 9,390,500to 150,000,000 total authorized shares, to 10,890,500 sharesof which 149,000,000 shall be authorized for issuance as common stock and 1,000,000 shall be authorized for issuance as preferred stock; and



4.

To transact any other business that may properly come before the meeting or any adjournment or postponement of the meeting.

        The foregoing items of business are more fully described in the proxy statement.

        The boardCompany's Board of directorsDirectors (the "Board") has fixed the close of business on March 19, 200929, 2010 as the record date for the determination of stockholders entitled to notice of and to vote at the annual meetingAnnual Meeting and at any adjournment or postponement thereof. A list of stockholders entitled to vote at the meetingAnnual Meeting will be available for inspection at our offices.

		By order of the board of directors,Board,
Dated: March 30, 2009April 7, 2010		MITCHELL W. PRATT Corporate Secretary

CLEAN ENERGY FUELS CORP.
3020 Old Ranch Parkway, Suite 400
Seal Beach, CA 90740

20092010 PROXY STATEMENT

General Information

        The board of directors (the "Board") of Clean Energy Fuels Corp., a Delaware corporation (the "Company"), is providing these proxy materials to you in connection with the solicitation of proxies for use at our 20092010 annual meeting of stockholders. The meetingAnnual Meeting will be held at The Island Hotel in Newport Beach, California, on Tuesday,Wednesday, May 12, 2009,26, 2010, at 1:9:00 p.m.a.m. (Pacific Time) or at any adjournment or postponement thereof, for the purposes stated herein. This proxy statement (the "Proxy Statement") summarizes the information that you will need to know to vote in an informed manner.

        Pursuant to rules adopted by the Securities and Exchange Commission (the "SEC"), we have elected to provide access to our proxy materials over the Internet. Accordingly, we are sending a Notice of Internet Availability of Proxy Materials (the "Notice") to the company'sCompany's stockholders of record and beneficial owners. All stockholders will have the ability to access the proxy materials on the website referred to in the Notice or request to receive a printed set of the proxy materials. Instructions on how to access the proxy materials over the Internet or to request a printed copy may be found in the Notice. In addition, stockholders may request to receive proxy materials in printed form by mail or electronically by emaile-mail on an ongoing basis. We encourage you to take advantage of the availability of the proxy materials on the Internet in order to help reduce the environmental impact of the Annual Meeting. The Company's proxy materials are available at the following website:http://www.proxyvote.com. www.proxyvote.com.

Voting Rights and Outstanding Shares

        We will mail the Notice on or about March 30, 2009April 16, 2010, to all stockholders of record that are entitled to vote. Only stockholders that owned our common stock at the close of business on March 19, 2009,29, 2010, the date which has been fixed by the Board as the record date, are entitled to vote at the annual meeting.Annual Meeting. On the record date 50,238,21260,753,443 shares of our common stock were outstanding.

        Each share of our common stock that you own entitles you to one vote on all matters to be voted upon at the meeting. The proxy card indicates the number of shares of our common stock that you own. We will have a quorum to conduct the business of the annual meetingAnnual Meeting if holders of a majority of the shares of our common stock are present in person or represented by proxy. Abstentions and broker non-votes, (i.e.,discussed below, will be counted as present for purposes of determining whether a quorum is present at the meeting. Generally, broker non-votes occur when shares of common stock held by a broker, bank, or other nominee thatin "street name" for a beneficial owner are represented at the meeting, but thatnot voted with respect to a particular proposal because the broker, bank, or other nominee (1) has not received voting instructions from the beneficial owner and (2) lacks discretionary voting power to vote those shares with respect to that particular proposal.

        A broker is entitled to vote shares held for a beneficial owner on "routine" matters, such as the ratification of the appointment of KPMG LLP as our independent registered public accounting firm (Proposal 2), without instructions from the beneficial owner of those shares. On the other hand, absent instructions from the beneficial owner of such shares, a broker is not empoweredentitled to vote shares held for a beneficial owner on certain "non-routine" matters, such as the election of our directors (Proposal 1), and the approval of the amendment to our Restated Certificate of Incorporation (Proposal 3).

        If you hold your shares in street name, it is critical that you cast your vote if you want it to count in the election of directors (Proposal 1) or the amendment to our Restated Certificate of Incorporation (Proposal 3). In the past, if you held your shares in street name and you did not indicate how you wanted your shares voted in the election of directors, your broker was allowed to vote those shares on your behalf in the election of directors as they felt appropriate. Recent regulatory changes were made to take away the ability of your broker to vote your uninstructed shares in the election of directors on a particular proposal)discretionary basis. Thus, if you hold your shares in street name and you do not instruct your broker how to vote in the election of directors, the broker will not vote your shares in the director election.

        Broker non-votes are counted for purposes of determining whether or not a quorum exists for the transaction of business, but will not be counted for purposes of determining the number of shares represented and voted with respect to an individual proposal. Thus, if you do not give your broker specific voting instructions, your shares may not be voted on these "non-routine" matters and will not be counted in determining whether a quorum is present at the meeting.number of shares necessary for approval.

        Directors will be elected by a plurality of votes cast by shares present or represented by proxy at the meeting. Abstentions and broker non-votes will have no impact on the election of directors. The proposal to ratify the appointment of KPMG LLP as our independent registered public accounting firm and the proposal to approve our Amended and Restated 2006 Equity Incentive Plan must be approved by the affirmative vote of a majority of votes actually cast. Abstentionsshares present in person or represented by proxy at the meeting and entitled to vote on this proposal. Accordingly, abstentions from voting will have the same effect as voting against this proposal; however, broker non-votes, are not counted as votes for or against thisif any, will be disregarded and have no effect on the outcome of such vote. The proposal but the numberto amend our Restated Certificate of votes cast in favor of the proposalIncorporation must be at least aapproved by the affirmative vote of the majority of the required quorum.outstanding shares of our common stock. Accordingly, an abstention or broker non-vote will have the same effect as a vote against this proposal.

Voting Shares Registered in Your Name

        If you are a stockholder of record, you may vote in one of four ways:

•

You may vote in person at the Annual Meeting. We will provide a ballot when you arrive.



•

If you request printed copies of the proxy materials by mail, you may vote by proxy by filling out the proxy card and sending it back in the envelope provided.



•

You may vote by telephone by calling the toll free number found on the proxy card.



•

You may vote by proxy via the Internet at the websitehttp://www.proxyvote.com by following the instructions provided in the Notice.

        Votes submitted by telephone or via the Internet must be received by 11:59 p.m. (Pacific Time) on Monday,Tuesday, May 11, 2009.25, 2010. Submitting your proxy by telephone or via the Internet will not affect your right to vote in person should you decide to attend the annual meeting.Annual Meeting.

Voting Shares Registered in the Name of a Broker, Bank or Other Nominee

        Most beneficial owners whose stock is held in street name will receive instructions for voting their shares from their broker, bank or other nominee.

        If you wish to vote in person at the annual meetingAnnual Meeting and your stock is held in street name, then you must obtain a legal proxy issued in your name from the broker, bank or other nominee that holds your shares of record.

Tabulation of Votes

        The inspector of elections will tabulate the votes. The shares of our common stock represented by proxy will be voted in accordance with the instructions given on the proxy so long as the proxy is properly executed and received by us prior to the close of voting at the meetingAnnual Meeting or any adjournment or postponement of the meetingthereof (or in the case of proxies submitted by telephone or via the Internet, by the deadline specified above). If no instruction is given on a proxy that is properly executed and received by us, then the proxy will be voted "for" the nominees for director; "for" the proposal to ratify the appointment of KPMG LLP as our independent registered public accounting firm; and "for" the approval of the amendment to our Amended and Restated 2006 Equity Incentive Plan.Certificate of Incorporation. In addition, the individuals that we have designated as proxies for the meeting will have discretionary authority to vote for or against any other stockholder matter presented at the meeting.

Revocability of Proxies

        As a stockholder of record, once you have submitted your proxy by mail, telephone or Internet, you may revoke it at any time before it is voted at the meeting. You may revoke your proxy in any one of three ways:

•

You may grant another proxy marked with a later date (which automatically revokes the earlier proxy) using any of the methods described above (and until the applicable deadline for each method);



•

You may notify our Corporate Secretary in writing that you wish to revoke your proxy before it is voted at the annual meeting;Annual Meeting; or



•

You may vote in person at the annual meeting.Annual Meeting.

Solicitation

        This solicitation is made by our board of directors,Board and we will bear the entire cost of soliciting proxies. We have retained Broadridge Financial Solutions, Inc. to assist in obtaining proxies by mail, facsimile or emaile-mail from registered stockholders, brokers, bank nominees and other institutions for the Annual Meeting. The estimated costs for this service areis approximately $15,000.$25,000. We will also bear the costs of preparation, assembly, printing and mailing of any printed proxy statements requested by stockholders, the proxy card and any additional information furnished to stockholders. We will provide copies of solicitation materials to banks, brokerage houses, fiduciaries and custodians holding in their names shares of our common stock that are beneficially owned by others for forwarding to the beneficial owners that have requested printed materials. We may reimburse persons representing beneficial owners of common stock for their costs of forwarding solicitation materials to the beneficial owners. Solicitations will be made primarily through the Notice and the solicitation materials made available via the Internet, via e-mail or in print to those who request copies, but may be supplemented by telephone, telegram, facsimile or personal solicitation by our directors, executive officers employees or other agents.employees. No additional compensation will be paid to these individuals for these services. In addition, we may engage a proxy solicitation firm to assist us in soliciting proxies. We may pay additional compensation to Broadridge Financial Solutions, Inc. or other proxy solicitation firms to assist us in soliciting proxies.

Stockholder Proposals for 20102011 Annual Meeting

Requirements for Stockholder Proposals to be Considered for Inclusion in Our Proxy Materials.    Stockholder proposals submitted pursuant to Rule 14a-8 under the Securities Exchange Act of 1934, as amended (the "Exchange Act") and intended to be presented at our 20102011 annual meeting of stockholders must be received by us not later than November 30, 2009,December 17, 2010, in order to be considered for inclusion in our proxy materials for that meeting.

        Requirements for Stockholder Proposals to be Brought Before an Annual Meeting.    Our bylaws provide that, for stockholder nominations to the board of directorsBoard or other proposals to be considered at an annual meeting outside the processes of Rule 14a-8 , the stockholder must have given timely notice of the proposal or nomination in writing to our Corporate Secretary.the Company. To be timely for the 20102011 annual meeting, a stockholder's notice must be delivered to or mailed and received by our Corporate Secretary at our principal executive offices between February 11, 2010,25, 2011 and March 13, 2010.27, 2011. A stockholder's notice to the Corporate SecretaryCompany must set forth, as to each matter the stockholder proposes to bring before the annual meeting, the information required by our bylaws. We will not entertain any proposals or nominations at the Annual Meeting that do not meet the requirements set forth in our bylaws. If the stockholder does not also comply with the requirements of Rule 14a-4(c)(2) under the Exchange Act, we may exercise discretionary voting authority under proxies that we solicit to vote in accordance with our best judgment on any such stockholder proposal or nomination.

Separate Copy of Annual Report or Proxy Materials

        We have adopted a procedure called "householding," which the SEC has approved. Under this procedure, we are delivering a single copy of the Notice and, if requested, this Proxy Statement and our annual report to stockholders for the Annual Reportyear ended December 31, 2009 (the "Annual Report") to multiple stockholders who share the same address unless we have received contrary instructions from one or more of the stockholders. This procedure reduces the Company's printing costs, mailing costs and fees. Stockholders who participate in householding will continue to be able to access and receive separate proxy cards. Upon written or oral request, we will deliver promptly a separate copy of the Notice and, if applicable, this Proxy Statement and the Annual Report to any stockholder at a shared address to which we delivered a single copy of these documents. To receive a separate copy of the Notice and, if applicable, this Proxy Statement or Annual report,Report, write to Investor Relations at Clean Energy Fuels Corp., 3020 Old Ranch Parkway, Suite 400, Seal Beach, CA 90740 or call 562-493-7215. Stockholders who share an address and receive multiple copies of our annual reportAnnual Report and proxy materials may also request to receive a single copy following the instructions above.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

        The following table presents information concerning the beneficial ownership of the shares of our common stock as of March 19, 200929, 2010 by:

•

each person we know to be the beneficial owner of 5% of more of our outstanding shares of common stock,



•

each of our named executive officers and current directors, and



•

all of our named executive officers and directors as a group.

        The address of each beneficial owner listed in the table is c/o Clean Energy Fuels Corp., 3020 Old Ranch Parkway, Suite 400, Seal Beach, CA 90740.

        We have determined beneficial ownership in accordance with the rules of the SEC. Except as indicated by the footnotes below, we believe, based on the information furnished to us, that the persons and entities named in the table below have sole voting and investment power with respect to all shares of common stock that they beneficially own, subject to applicable community property laws.

        Applicable percentage ownership is based on 50,238,21260,753,443 shares of common stock outstanding on March 19, 2009.29, 2010. In computing the number of shares of common stock beneficially owned by a person and the percentage ownership of that person, we deemed as outstanding shares of common stock subject to options or warrants held by that person that are currently exercisable or exercisable within 60 days of March 19, 2009.29, 2010. We did not deem these shares outstanding, however, for the purpose of computing the percentage ownership of any other person.

PROPOSAL NO. 1

ELECTION OF DIRECTORS

        Our board of directors,Board, acting pursuant to our bylaws, has determined that the number of directors constituting the full board of directorsBoard shall be seven at the present time. The board of directorsBoard has, upon recommendation of our nominating and corporate governance committee, nominated Andrew J. Littlefair, Warren I. Mitchell, John S. Herrington, James C. Miller III, Boone Pickens, Kenneth M. Socha and Vincent C. Taormina for reelection as members of the board of directors.Board.

        Each of the nominees is currently a director of our company.Company. Each newly-elected director will serve a one-year term until the next annual meeting of stockholders or until his successor is duly qualified and elected. During the course of a term, the board of directorsBoard may appoint a new director to fill any vacant spot, including a vacancy caused by an increase in the size of the board of directors.Board. The new director will complete the term of the director he or she replaced. Each person nominated for election has agreed to serve if elected, and we have no reason to believe that any nominee will be unable to serve. However, if any nominee cannot serve, then your proxy will be voted for another nominee proposed by the board of directors,Board, or if no nominee is proposed by the board of directors,Board, a vacancy will occur.

        We, as a matter of policy, encourage our directors to attend meetings of stockholders.stockholders and in 2009 all seven directors attended our Annual Meeting. There are no family relationships between any nominees or executive officers of our company,Company, and there are no arrangements or understandings between any nominee and any other person pursuant to which such nominee was or is selected as a director or nominee.

Nominees for Director

        You are being asked to vote on the seven director nominees listed below. Unless otherwise instructed, the proxy holders will vote the proxies received by them for these seven nominees. All of our nominees for director are current members of our board of directors.Board. The names of the director nominees, their ages as of January 31, 20092010 and other information about them are shown below.

        Andrew J. Littlefair, one of our founders, has served as our President, Chief Executive Officer and a director since June 2001. From 1996 to 2001, Mr. Littlefair served as President of Pickens Fuel Corp. From 1987 to 1996, Mr. Littlefair served in various management positions at Mesa, Inc., an energy company of which Boone Pickens was Chief Executive Officer. From 1983 to 1987, Mr. Littlefair served in the Reagan Administration as a Staff Assistant to the President. Mr. Littlefair is currently Chairman of NGV America, the leading U.S. advocacy group for natural gas vehicles. Mr. Littlefair earned a B.A. from the University of Southern California. Mr. Littlefair is a shareholder and serves on the board of directors of Westport Innovations Inc., a Canadian company publicly traded on the NASDAQ Global Market.Market and PlainsCapital Corporation, a Texas corporation which is a reporting company under the Exchange Act.

        Warren I. Mitchell has served as our Chairman of the Board and a director since May 2005. For over 40 years until his retirement in 2000, Mr. Mitchell worked in various positions at Southern

California Gas Company, including as President beginning in 1990 and Chairman beginning in 1996. Mr. Mitchell currently serves on the board of directors of The Energy Coalition, a non-profit

organization devoted to education on energy management, and on the board of directors of a privately held technology company. Mr. Mitchell earned a B.S. and an M.B.A. from Pepperdine University.

        John S. Herrington has served as a director of our companyCompany since November 2005. For over a decade, Mr. Herrington has been a self employedself-employed businessman and attorney at law.attorney-at-law. From 1985 to 1989, Mr. Herrington served as the U.S. Secretary of Energy, and from 1983 to 1985, Mr. Herrington served as Assistant to the President for presidential personnel in the Reagan Administration. From 1981 to 1983, Mr. Herrington served as Deputy Assistant to the President and Assistant Secretary of the Navy. Mr. Herrington earned an A.B. from Stanford University and a J.D. and an LL.B. from the University of California, Hastings College of the Law.

        James C. Miller III has served as a director of our companyCompany since May 2006. Mr. Miller has served on the board of governors of the United States Postal Service since April 2003 and as its chairman from January 2005 to 2008. Mr. Miller has served on the boards of directors of the Washington Mutual Investors Fund since October 1992 and the J.P. Morgan Value Opportunities Fund since December 2001. From 1981 to 1985, Mr. Miller was Chairman of the U.S. Federal Trade Commission in the Reagan Administration, and also served as Director of the U.S. Office of Management and Budget from 1985 to 1988. Mr. Miller served on the board of directors of FLYI, Inc., formerly Atlantic Coast Airlines, Inc., a Delaware company publicly traded on the NASDAQ Global Market from 2004 to 2006. Mr. Miller earned a B.B.A. from the University of Georgia and a Ph.D. from the University of Virginia.

        Boone Pickens has served as a director of our companyCompany since June 2001 and founded Pickens Fuel Corp. in 1996. Mr. Pickens has served as the Chairman and Chief Executive Officer of BP Capital, L.P. since he founded the company in 1996, and is also active in management of the BP Capital Equity Fund and BP Capital Commodity Fund, which are privately held investment funds. Mr. Pickens also serves on the board of directors of EXCO Resources, Inc., a publicly tradedpublicly-traded energy company. Mr. Pickens was the founder of Mesa Petroleum Company, an oil and gas company, and served as Chief Executive Officer and a director of it and its successors from 1956 to 1996. Mr. Pickens earned a B.S. from Oklahoma State University.

        Kenneth M. Socha has served as a director of our companyCompany since January 2003. Since 1991,1995, Mr. Socha has served as the Senior Managing Director of Perseus, L.L.C., and its predecessors, a merchant bank and private equity fund management company and its predecessor. Before that,company. Previously, Mr. Socha practiced corporate and securities law as a partner in the New York office of Dewey Ballantine. Mr. Socha served on the board of directors of Westport Innovations Inc., a Canadian company publicly traded on the NASDAQ Global Market from 2006 to 2007. Mr. Socha earned an A.B. from the University of Notre Dame and a J.D. from Duke University Law School.

        Vincent C. Taormina has served as a director of our companyCompany 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 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 operates his own investment company. 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.

Vote Required

        Directors will be elected by a plurality of the votes of the shares present in person or represented by proxy and entitled to vote at the annual meeting.Annual Meeting. The nominees who receive the highest number of votes represented by shares of common stock present or represented by proxy and entitled to vote at the annual meetingAnnual Meeting will be elected.

OUR BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" THE ELECTION
TO THE BOARD OF EACH OF THESE NOMINEES

PROPOSAL NO. 2

RATIFICATION OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

        We are asking you to ratify the appointment of KPMG LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2009.2010. KPMG LLP has audited our financial statements annually since 2001. Representatives of KPMG LLP are expected to be at the annual meetingAnnual Meeting to answer any questions and make a statement should they choose to do so.

        Although our bylaws do not require that our stockholders approve the appointment of our independent registered public accounting firm, our board of directorsBoard is submitting the selection of KPMG LLP as our independent registered public accounting firm to our stockholders for ratification as a matter of good corporate practice. If our stockholders vote against the ratification of KPMG LLP, our board of directorsBoard will reconsider whether or not to retain the firm. Even if our stockholders ratify the appointment, our board of directorsBoard may choose to appoint a different independent registered public accounting firm at any time during the year if our board of directorsBoard determines that such a change would be in the best interests of our companyCompany and our stockholders.

Independent Registered Public Accounting Firm Fees and Services

        The following table presents fees for professional audit and other services rendered by KPMG LLP for the audit of our annual financial statements as of and for the fiscal years ended December 31, 20072008 and December 31, 20082009, and fees billed for other services rendered by KPMG LLP during those periods.

Pre-Approval Policies and Procedures

        As a matter of policy, all audit and non-audit services provided by our independent registered public accounting firm are approved in advance by the Audit Committee,audit committee of the Company, which considers whether the provision of non-audit services is compatible with maintaining such firm's independence. All services provided by KPMG LLP during fiscal years 20072008 and 20082009 were pre-approved by the Audit Committee.audit committee. The Audit Committeeaudit committee has considered the role of KPMG LLP in providing services to us for the fiscal year ended December 31, 20082009, and has concluded that such services are compatible with their independence as our auditors.

Vote Required

        Ratification of KPMG LLP as our independent registered public accounting firm requires the affirmative vote of the holders of a majority of the shares casting votes present in person or represented by proxy on this proposal at the annual meeting. The presence in person or representation by proxy of the persons entitled to vote a majority of shares of our common stock will constitute a quorum under our bylaws.Annual Meeting. Abstentions on this proposal, if any, will have the same effect as votesvoting against the proposal. Brokerproposal; broker non-votes, are counted towards a quorum, but are not counted forif any, purpose in determining whether this matter has been approved.will be disregarded and have no effect on the outcome of such vote.

OUR BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" RATIFICATION
OF KPMG LLP AS OUR
INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

PROPOSAL NO. 3

APPROVAL OF AMENDED AND RESTATED 2006 EQUITY INCENTIVE PLANCERTIFICATE OF INCORPORATION

        We are seeking stockholder approvalThe Board believes that it is in the best interest of the Company and our stockholders to approve a proposal to amend our Restated Certificate of Incorporation to increase the number of authorized shares of common stock, par value $0.0001, on the same terms as the shares of common stock now authorized.

        As of March 29, 2010, 60,753,443 of the Company's 99,000,000 authorized shares of common stock were issued and outstanding. Of the remaining authorized shares of common stock, 9,435,495 shares were reserved for issuance in connection with the exercise of outstanding options, 1,214,123 shares were reserved for issuance in connection with future issuance of equity awards under our stock-based compensation plans and approximately 18,314,394 million shares were reserved for issuance in connection with the exercise of outstanding warrants. Only 9,282,545 shares of common stock were available for issuance under our charter as of March 29, 2010. As of March 29, 2009, none of our 1,000,000 currently authorized shares of Preferred Stock were issued and outstanding.

        The purpose of the proposed amendment is to allow the Company to have a sufficient number of shares of authorized and unissued common stock which can be used for such corporate purposes as may, from time to time, be considered advisable by the Board. Having such shares available for issuance in the future will give the Company greater flexibility and will allow the shares to be issued as determined by the Board without the expense and delay of a special meeting of our stockholders to approve the additional authorized capital stock. The corporate purposes for which the Company may issue common stock could include, without limitation, exchange offers of debt for equity, new equity offerings to raise capital, restructuring of existing debt, acquisitions, and providing incentives to employees, officers and directors pursuant to our various stock plans or in connection with the adoption of additional stock-based incentive plans, such as the Amended and Restated 2006 Equity Incentive Plan (the "2006 Plan"),Plan. The Board will determine the terms of any such issuance of additional shares.

        The increase in our authorized common stock will not have any immediate effect on the rights of existing stockholders. To the extent that the additional authorized shares are issued in the future, such shares will have a dilutive effect on the voting power and percentage equity ownership of our existing stockholders and, depending on the price at which they are issued, may have a dilutive effect on the book value of shares owned by our existing stockholders. The holders of our common stock have no preemptive rights to subscribe for or purchase any additional shares of our common stock that may be issued in the future.

        The Company has not proposed the increase in the authorized number of shares with the intention of using the additional shares for anti-takeover purposes, although the Company could theoretically use the additional shares to make it more difficult or to discourage an attempt to acquire control of the Company because the issuance of such additional shares could be used to dilute the stock ownership or voting rights of a person seeking to obtain control of the Company.

        If this proposal is approved, the first paragraph of ARTICLE 4 of the Restated Certificate of Incorporation will be amended to read as follows:

ARTICLE 4
CAPITAL STOCK

A.

This corporation is authorized to issue two classes of stock to be designated, respectively, "Common Stock" and "Preferred Stock." The total number of shares of stock which this corporation is authorized to issue is 150,000,000 shares, 149,000,000 of which shall be Common Stock with a par value of $.0001 per share, and 1,000,000 of which shall be Preferred Stock with a par value of $.0001 per share."

        The Company does not have any current plans, agreements or understandings for stock issuances, including any issuance in connection with a merger or acquisition, which in the aggregate would involve the use of a number of shares that exceeds the amount currently authorized but unissued.

        On March 2, 2010, the Board unanimously adopted resolutions setting forth the proposed amendment to the Restated Certificate of Incorporation, declaring its advisability and directing that the proposed amendment be submitted to the stockholders for their approval at the Annual Meeting. If adopted by the stockholders, the amendment will become effective upon the filing of an appropriate amendment to the Company's Restated Certificate of Incorporation with the Secretary of State of Delaware.

Required Vote and Board Recommendation

        Approval of the amendment to the Company's Restated Certificate of Incorporation to increase the number of shares authorized for issuance under the 2006 Plan by an additional 1,500,000 shares. The Board of Directors approved the increase in shares authorized for issuance under the 2006 Plan in February 2009. Other than the increase in the number of shares authorized for issuance, all other provisions of the 2006 Plan will remain unchanged from those that were adopted in December 2006 by our board of directors and stockholders and became effective upon the closing of our initial public offering.

Increase in Shares Authorized for Issuance under our 2006 Plan

        The 2006 Plan provides for an increase of 1,500,000 shares of common stock authorized for issuance under the 2006 Plan from 9,390,500 shares to 10,890,500 shares.

        As of December 31, 2008, a total of 8,209,467 shares were outstanding under the 2006 Plan and a total of 11,405 shares remained available under the plan. On January 1, 2009, the shares authorized for issuance under the 2006 Plan increased by 1,000,000 shares, and on January 2, 2009, we issued 975,413 options to our employees and directors.

        The Board of Directors believes that the proposed increase in the number of shares reserved for issuance under our 2006 Plan is in the best interests the company, consistent with our compensation strategy and essential to our continued success. We rely significantly on equity incentives to attract, motivate and retain executive officers and engineering, marketing, sales and other personnel necessary to successfully sell our products, design and build our natural gas fueling infrastructure and manage our fueling agreements. Equity awards are a particularly important component of our compensation mix because they align the interests of our employees with those of our stockholders and allow us to conserve cash for other uses. The recent drop in stock markets and the price of our common stock has resulted in a substantial percentage of existing options having strike prices that are substantially in excess of the current price of our common stock. Increasing the shares authorized for issuance under the 2006 Plan will enable us to provide retention incentives to existing personnel and to be flexible and opportunistic in hiring additional personnel that can contribute to the successful development of our business. As of March 19, 2009 there were only 58,968 shares available for issuance under the 2006 Plan, which substantially limits our ability to offer equity incentives to existing employees or potential new hires.

Section 162(m) of the Internal Revenue Code

        Section 162(m) of the Internal Revenue Code provides that we may not deduct certain compensation of more than $1,000,000 that is paid to certain individuals. With respect to compensation awarded (or to be awarded) under our 2006 Plan, we have historically relied on transitional relief under Section 162(m) to exclude such compensation from the $1,000,000 limit on deductibility. We anticipate that awards under 2006 Plan will qualify as "performance based" compensation under 162(m) and therefore continue to be fully deductible upon stockholder approval of the 2006 Plan at the 2009 annual meeting of stockholders and that we will therefore no longer need to rely on the transitional rules.

New Plan Benefits

        No awards relating to the additional 1,500,000 shares of common stock available for future awards, contained in the proposed amendments, will be granted pursuant to the 2006 Plan until such an increase of shares available for future awards is approved by our stockholders. In addition, awards

under the 2006 Plan are subject to the discretion of our Compensation Committee. Therefore, it is not possible to determine the benefits that will be received in the future by participants in the 2006 Plan as a result of the adoption of the proposed amendments or the benefits that would have been received by such participants if the proposed increase in shares reserved for issuance under the 2006 plan had been in effect in the year ended December 31, 2008.

General Description of our Proposed 2006 Plan

        A general description of the material terms of our proposed 2006 Plan is set forth below in the Section titled "Stock Incentive Plans:2006 Equity Incentive Plan" and is qualified in its entirety by the terms of our proposed 2006 Plan, a copy of which is attached to this proxy statement as Appendix A and is incorporated herein by reference.

Vote Required

        Approval of this proposal 3 requires the affirmative vote of the holders of a majority of the outstanding shares casting votes present in person or represented by proxy on this proposal at the annual meeting. The presence in person or representation by proxy of the personscommon stock entitled to vote a majority of shares of our common stock will constitute a quorum under our bylaws.at the Annual Meeting. Abstentions and broker non-votes will have the same effect as votes against"against" the proposal. Broker non-votes are counted towards

        Our Board believes that approval of Proposal No. 3 is in our best interests and the best interests of our stockholders for the reasons stated above. Unless a quorum, but are not counted for any purpose in determining whether this matter has been approved.contrary choice is specified, proxies solicited by the Board will be voted FOR approval of the amendment.

OUR BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" APPROVAL OF THE
OUR AMENDED & AMENDMENT TO THE COMPANY'S
RESTATED 2006 EQUITY INCENTIVE PLANCERTIFICATE OF INCORPORATION

CORPORATE GOVERNANCE

Director Independence

        Our board of directorsBoard has determined that Messrs. Mitchell, Herrington, Miller, Socha and Taormina meet the independence requirements under NASDAQ Marketplace Rule 4200(a)(15)5605(a)(2). Messrs. Littlefair and Pickens do not meet the independence requirements under NASDAQ Marketplace Rule 4200(a)(15)5605(a)(2) for the following reasons: (1) Mr. Littlefair is our President and Chief Executive Officer; and (2) Mr. Pickens was a party to material transactions, relationships and arrangements with our companyCompany described in "Certain Relationships and Related Party Transactions" below.

        In the course of determining whether Messrs. Mitchell, Herrington, Miller, Socha and Taormina were independent under NASDAQ Marketplace Rule 4200(a)(15)5605(a)(2), the board of directorsBoard considered the following transactions, relationships and arrangements not required to be disclosed in "Certain Relationships and Related Party Transactions":

•

With respect to Mr. Mitchell, the Board considered that Mr. Mitchell is an investor in certain funds controlled by Mr. Pickens and serves as the General Partner of a real estate investment vehicle in which Mr. Littlefair and Mr. Pickens are investors.



•

With respect to Messrs. Herrington and Miller, the board of directorsBoard considered that each of Messrs. Herrington and Miller served with Mr. Littlefair in the Reagan Administration. The board of directorsBoard also considered that Mr. Herrington is an investor in certain funds controlled by Mr. Pickens.



•

With respect to Mr. Socha, the board of directorsBoard considered his role as a former director of Vehicle Production Group LLC, a company in which Perseus, L.L.C. is the largest investor and in which we have invested $4.6 million$10,000,000 through March 10, 2009 and in which we may invest up to $6.2 million in additional funds.December 31, 2009. We may also do business with Vehicle Production Group LLC in the future with respect to its development and sales of a CNG vehicle. Mr. Socha resigned from the board of Vehicle Production Group LLC effective March 23, 2010. Mr. Socha is also Senior Managing Director of Perseus, L.L.C.



•

With respect to Mr. Taormina, the board of directorsBoard considered his business relationships, including his consulting arrangement with Republic Services, a customer of our company.Company.

Board Structure

        The Board believes that different people should hold the positions of Chairman of the Board and Chief Executive Officer to facilitate the Board's oversight of management. Mr. Mitchell has served as Chairman of the Board since May 2005 and Mr. Littlefair has been the Chief Executive Officer of the Company since June 2001. As Chairman of the Board, Mr. Mitchell organizes Board activities to enable the Board to effectively provide guidance to and oversight and accountability of management. The Chairman of the Board, among other things, creates and maintains an effective working relationship with the Chief Executive Officer and other members of management and with the other members of the Board, provides the Chief Executive Officer ongoing direction as to Board needs, interests and opinions, and assures that the Board agenda is appropriately directed toward significant matters of the Company.

Board Committees

        We have an audit committee, compensation committee, nominating and corporate governance committee and derivative committee. Our boardBoard also creates committees from time-to-time to approve financing transactions or other significant corporate transactions. Our Board and committeesaudit committee generally meet quarterly.at least quarterly and our other committees meet on an as-needed basis. Each of the boardBoard committees has the composition and responsibilities described below. Current copies of the

Rule 4200(a)(15)5605(a)(2). The nominating and corporate governance committee held three meetings in fiscal 2008.2009. The chair of the nominating and corporate governance committee is Mr. Herrington. The functions of this committee include:

•

establishing standards for service on our board of directors,Board,

•

identifying, evaluating and recommending nominees to our board of directorsBoard and committees of our board of directors,Board,



•

conducting searches for appropriate directors,



•

evaluating the performance of our board of directorsBoard and of individual directors,



•

considering and making recommendations to the board of directorsBoard regarding the size and composition of the board and its committees,



•

reviewing developments in corporate governance practices, and



•

evaluating the adequacy of our corporate governance practices and reporting.

        We believe that the composition of our nominating and corporate governance committee meets the criteria for independence under, and the functioning of our nominating and corporate governance committee will comply with the applicable requirements of, NASDAQ and SEC rules.

        Derivative Committee.committee.    Our derivative committee consists of three directors, Andrew J. Littlefair, James C. Miller III and Warren I. Mitchell. The derivative committee held two meetingsone meeting in fiscal 2008.2009. The chair of the derivative committee is Mr. Littlefair. The functions of this committee include:

•

formulating derivative strategy and directing derivative activities,



•

engaging and meeting with advisors regarding derivative activities and strategies, and



•

making recommendations to the board of directorsBoard regarding derivative strategy and activity.

Meetings of the Board of Directors and Board Committees

        During fiscal 2008,2009, our board of directorsBoard held eightsix meetings and each director attended at least 75% of all meetings of the board of directorsBoard and applicable committees during the periods that he served. Our independent directors typically hold at least two executive sessions without management present each year.

The Board's Role in Risk Oversight

        The Board and each of the Board committees regularly discuss risks confronting our business in the context of their respective review and approval of corporate financial risk management, corporate strategy, acquisitions, compensation, derivative transactions, corporate governance and financing transactions. When granting authority to management and approving business and marketing strategies, the Board considers, among other things, the risks and vulnerabilities we face. Additionally, the Board holds annual strategic planning sessions with senior management in which they review and analyze, among other items, political and legislative risk, environmental and regulatory risk, commodity based exposures and the risks associated with depending on third parties to assist in developing our industry, for example in the manufacture of heavy duty trucks and other vehicles that operate on natural gas. Our Board also regularly reviews our cash management practices, derivative exposure and budget variance.

        As part of its oversight function, the Board monitors how management operates the Company, in part through its committee structure. The audit committee considers risk issues associated with our overall financial reporting and disclosure process and accounting policies. The derivative committee oversees the Company's hedging activities in an effort to minimize financial risk associated with fixed price sales contracts and hedging activity.

Code of Ethics

        We have adopted a written code of ethics applicable to our directors, officers and employees in accordance with the rules of NASDAQ and the SEC. Our code of ethics is designed to deter wrongdoing and to promote:

•

honest and ethical conduct,



•

full, fair, accurate, timely and understandable disclosure in reports and documents that we file with the SEC and in our other public communications,



•

compliance with applicable laws, rules and regulations, including insider trading compliance, and



•

accountability for adherence to the code and prompt internal reporting of violations of the code, including illegal or unethical behavior regarding accounting or auditing practices.

        The audit committee of our board of directorsBoard will review our code of ethics periodically and may propose or adopt additions or amendments asthat it determines are required or appropriate. Our code of ethics is posted on our website athttp://investors.cleanenergyfuels.com/governance.cfm.

Equity Ownership by the Board of Directors

        Pursuant to stock ownership guidelines recommended by our nominating and corporate governance committee and as approved by the board of directors,Board, each director is expected to own at least 100 shares of our common stock during their term of service as a director, with new directors expected to purchase

at least that number of shares within 180 days of commencement of service as a director. Each of our current directors has satisfied these guidelines.

Compensation Committee Interlocks and Insider Participation

        Our compensation committee consists of Messrs. Herrington, Mitchell and Socha. No member of our compensation committee is a present or former executive officer or employee of the Company or any of its subsidiaries or has any relationship requiring disclosure below under "Certain Relationships and Related Party Transactions" pursuant to SEC rules. No executive officer of our companyCompany (1) served as a member of the compensation committee (or other board committee performing equivalent functions or, in the absence of any such committee, the entire board of directors)Board) of another entity, one of whose executive officers served on our company'sCompany's compensation committee, (2) served as a director of another entity, one of whose executive officers served on our company'sCompany's compensation committee, or (3) served as a member of the compensation committee (or other board committee performing equivalent functions or, in the absence of any such committee, the entire board of directors)Board) of another entity, one of whose executive officers served as a director of our company.Company.

Stockholder Communications with the Board of Directors

        We have adopted a formal process by which stockholders and interested parties may communicate with our board of directorsBoard which is available on our website athttp://investors.cleanenergyfuels.com/contactboard.cfm. Communications to the boardBoard must either be in writing and sent care of the Corporate Secretary by mail to our offices at 3020 Old Ranch Parkway, Suite 400, Seal Beach, California 90740, or delivered via e-mail tompratt@cleanenergyfuels.com. This centralized process will assist the board of directorsBoard in reviewing and responding to stockholder and interested party communications in an appropriate manner. The name of any specific intended recipient should be noted in the communication. All communications (i) must be accompanied by a statement of the type and amount of the securities of our companyCompany that the person holds, (ii) must identify any special interest, meaning an interest not in the capacity of a stockholder of our company,Company, of the person submitting the communication, and (iii) the address, telephone number and e-mail address, if any, of the person submitting the communication. The board of directors Board

has instructed the Corporate Secretary to forward it such correspondence; however, before forwarding any correspondence, the board of directorsBoard has also instructed the Corporate Secretary to review such correspondence and, in the Corporate Secretary's discretion, not to forward certain items if they are deemed of a personal, illegal, commercial, offensive or frivolous nature or otherwise inappropriate for director consideration.

Stockholder Recommendations for Membership on our Board of Directors

        Our nominating and corporate governance committee is responsible for evaluating properly submitted stockholder recommendations forof candidates for membership on the board of directorsBoard in accordance with our Corporate Governance Guidelines and as described below under "Identifying and Evaluating Nominees for Directors." In evaluating such nominations, the nominating and corporate governance committee will addressconsider the membership criteria set forth below under "Director Qualifications." Any stockholder nominations proposed for consideration by the nominating and corporate governance committee should include the nominee's name and qualifications for membership on the Board of Directors and should be addressed to: Mitchell Pratt, Corporate Secretary, Clean Energy Fuels Corp., 3020 Old Ranch Parkway, Suite 400, Seal Beach, CA 90740.

        In any recommendation of candidates, the recommending stockholder must include a statement in writing setting forth the following:

(i)

as to each person whom the stockholder proposes to nominate for election or re-election as a director:





•

the name, age, business address and residence address of the person or persons to be nominated;



•

the principal occupation or employment of such person or persons;

•

the class and number of all shares of each class of our capital stock owned beneficially and of record by the nominee;



•

a description of all arrangements or understandings between the stockholder and each nominee and any other person or persons (naming such person or persons) pursuant to which the nominations are to be made by the stockholder; andand;



•

any other information relating to the person that is required to be disclosed in solicitations for proxies for election of directors pursuant to RuleRegulation 14A under the Securities Exchange Act of 1934, as amended (including without limitation such person's written consent to being named in the proxy statement, if any, as a nominee and to serving as a director if elected); and

(ii)
as to the stockholder sending the recommendation, the name and record address of the stockholder, the class and number of shares of the Company's stock which are beneficially owned by the stockholder, any material interest of the stockholder in the nomination and any other information which is required to be provided by the stockholder pursuant to Regulation 14A under the Securities Exchange Act of 1934, as amended.
Act.

        We may require any proposed nominee to furnish such other information as may reasonably be required by us to determine the eligibility of such proposed nominee to serve as a director.

Director Qualifications

        Under our Corporate Governance Guidelines, our nominating and corporate governance committee is responsible for reviewing with the board,Board, on an annual basis, the requisite skills and characteristics of new board members as well as the composition of the boardBoard as a whole. This

assessment includes members' qualification as independent, as well as consideration of diversity, age, skills, and experience in the context of the needs of the board.Board.

        All of our directors bring to our Board a wealth of executive leadership experience derived from their service as executives, senior government officials and board members of other organizations. Certain individual qualifications and skills of our directors that contribute to the Board's effectiveness as a whole are described in the following paragraphs.

        Andrew J. Littlefair.    Mr. Littlefair's experience as co-founder and Chief Executive Officer of our Company gives him unique insight into our Company's operations, challenges and opportunities.

        Warren I. Mitchell.    Mr. Mitchell has extensive knowledge of the natural gas industry obtained during his long and distinguished career at the Southern California Gas Company. Mr. Mitchell also provides leadership to our Board, served as Chairman of the Southern California Gas Company, and remains actively involved in the energy industry through his Chairman role with the Energy Coalition.

        John S. Herrington.    Mr. Herrington has a unique understanding of energy markets and policy gained during his service as the U.S. Secretary of Energy. He also brings to our Board the perspective of an entrepreneur, the legal insight of an attorney and the discipline of a former marine.

        James C. Miller.    Mr. Miller has significant financial expertise and extensive knowledge of regulatory affairs gained during his service on the board of governors of the United States Postal Service, Chairman of the U.S. Federal Trade Commission and Director of the U.S. Office of Management and Budget. Mr. Miller brings to our Board financial acumen and experience dealing with large and financially complex organizations.

        Boone Pickens.    Mr. Pickens brings to our Board his experience as an energy industry entrepreneur, legendary deal-maker and unparalleled advocate on U.S. energy policy.

        Kenneth M. Socha.    Mr. Socha brings to our Board unique legal insight gained during his distinguished legal career and the perspective and financial acumen of a highly successful private equity investor gained during his tenure as the Senior Managing Director of Perseus, L.L.C.

        Vincent C. Taormina.    Mr. Taormina brings to our Board the perspective of a highly successful entrepreneur and industry leader in the refuse and recycling industry, one of our key market segments.

Identifying and Evaluating Nominees for Directors

        Our nominating and corporate governance committee utilizes a variety of methods for identifying and evaluating nominees for directors. Our nominating and corporate governance committee has the duty of identifying individuals qualified to become members of the board of directors.Board. Candidates may come to the attention of the nominating and corporate governance committee through current members of our board of directors,Board, professional search firms, stockholders or other persons. These candidates will be evaluated by our nominating and corporate governance committee and may be considered at any point during the year. As described above, our nominating and corporate governance committee will consider properly submitted stockholder recommendations for candidates for our board of directors.Board. Following verification of the stockholder status of persons recommending candidates, recommendations will be aggregated and considered by our nominating and corporate governance committee. If any materials are provided by a stockholder in connection with the recommendation of a director candidate, such materials will be forwarded to our nominating and corporate governance committee. Stockholder recommendations that comply with our procedures will receive the same consideration that our nominating and corporate governance committee nominees receive.

Director Diversity

        While the Company does not have a formal diversity policy, the nominating and corporate governance committee assesses the diversity of experience of the director nominees particularly in the areas of (i) management, (ii) strategic planning, (iii) accounting and finance, (iv) corporate governance and (v) experience in the natural gas, energy and related industries. The nominating and corporate governance committee monitors its assessment of diversity as part of the annual self-evaluation process.

Section 16(a) Beneficial Ownership Reporting Compliance

        Section 16(a) of the Exchange Act requires our directors, executive officers and beneficial owners of more than 10% of our common stock (see "Security Ownership of Certain Beneficial Owners and Management" above for identification of those persons who are beneficial owners of more than 10% of our common stock) to file reports of ownership and changes in ownership with the SEC. Based solely on copies of these reports provided to us and written representations that no other reports were required, we believe that these persons met all of the applicable Section 16(a) filing requirements during fiscal 2008,2009, with the exception of (1) a late Form 3 report for Vincent Taormina filed

on April 24, 2008; (2) a late Form 4 report forreports filed November 5, 2009 on behalf of Boone Pickens, filed on February 25, 2008Andrew J. Littlefair, James N. Harger, Richard R. Wheeler, Mitchell W. Pratt, Barclay F. Corbus, John S. Herrington, Warren I. Mitchell, Kenneth M. Socha, James C. Miller, III, and (3) a late Form 4 report filed for Barclay Corbus on November 21, 2008.Vincent C. Taormina .

INFORMATION ABOUT OUR EXECUTIVE OFFICERS

        The names of our current executive officers, their ages as of January 31, 2008,2010, and their positions are shown below. Biographical summaries of each of our executive officers who are not also members of our board of directorsBoard are included below.

        Richard R. Wheeler has served as our Chief Financial Officer since February 2003. From November 2001 to January 2003, Mr. Wheeler served as Chief Financial Officer of Blue Energy & Technologies LLC, a privately held natural gas vehicle fuels company whichthat we acquired in December 2002. From May 2000 to October 2001, Mr. Wheeler served as Executive Vice President and Chief Financial Officer of Encoda Systems, Inc., a privately held software company. Mr. Wheeler earned a B.S. and an M.B.A. from the University of Colorado, Boulder and is a certified public accountant.

        James N. Harger haswas appointed Chief Marketing Officer in May 2009, and served as our Senior Vice President, Marketing and Sales, sincefrom June 2003 to May 2009, and served as our Vice President, Marketing from June 2001 to June 2003. From 1997 to 2001, Mr. Harger served as Vice President, Marketing and Sales of Pickens Fuel Corp. From 1983 to 1997, Mr. Harger served in management positions at Southern California Gas Company, where he assisted in the launch of the natural gas vehicle program in 1992. Mr. Harger earned a B.S. from the University of California, Los Angeles, and an M.B.A. from Pepperdine University.

        Mitchell W. Pratt has served as our Senior Vice President, Engineering, Operations and Public Affairs, since January 2006, and as our Corporate Secretary since December 2002. From August 2001 to December 2005, Mr. Pratt served as our Vice President, Business Development. From 1983 to July 2001, Mr. Pratt held various positions in sales and marketing, operations and public affairs at

Southern California Gas Company. Mr. Pratt earned a B.S. from the California State University at Northridge and an M.B.A. from the University of California, Irvine.

        Barclay F. Corbus has served as our Senior Vice President, Strategic Development, since September 2007. From July 2003 to September 2007, Mr. Corbus served as Co-Chief Executive Officer and a director of WR Hambrecht + Co which 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 Alaska Energy and Resources Co. and Overstock.com.Overstock.com, a publicly traded company. Mr. Corbus earned an A.B. from Dartmouth College and an M.B.A. from Columbia Business School.

COMPENSATION DISCUSSION AND ANALYSIS

Overview

        We have adopted a basic philosophy and practice of offering market competitive compensation that is designed to attract, retain and motivate a highly qualified executive management team. With respect to (1) each person who served as our principal executive officer or principal financial officer during fiscal 20082009 (Andrew J. Littlefair and Richard R. Wheeler, respectively), and (2) the three most highly compensated executive officers during fiscal 20082009 who were serving as executive officers at the end of fiscal 20082009 and who did not serve as principal executive officer or principal financial officer (James N. Harger, Mitchell W. Pratt and Barclay F. Corbus—Corbus and together with Messrs. Littlefair and Wheeler, the "named executive officers"), this Compensation Discussion and Analysis describes our compensation philosophy and objectives, the methodologies used for establishing the compensation programs for the named executive officers, and the policies and practices to administer such programs.

Compensation Philosophy

        We believe compensation should include a mix of a competitive base salary and bonus incentives to encourage retention and reward individual responsibility and productivity, equity grants to align the interests of our officers with those of our stockholders, and case-specific compensation plans to accommodate individual circumstances or non-recurring situations. Our compensation committee uses its judgment and experience and works closely with our named executive officers to determine the appropriate mix of compensation for each individual. Our compensation committee historically has not used tally sheets, internal pay equity studies, accumulated wealth analyses, equity retention policies, benchmarking or similar tools in assisting with compensation determinations for our named executive officers.

        The compensation committee has no formal policy, but does retain the discretion, to adjust or recover awards or payments made to its named executive officers if the relevant performance measures upon which they are based are restated or are otherwise adjusted in a manner that would reduce the size of the initial award or payment.

Review of Competitive Market Practices

        We may informally consider competitive market practices with respect to the salaries and total compensation of our named executive officers for the purpose of staying informed on current compensation practices and developments; however, we do not benchmark compensation levels based on this data nor do we determine our named executive officers' compensation based on market data for comparable company compensation levels.

Use of Consultants

        We retained BDO Seidman in November, 2008 to provide consulting services to the compensation committee regarding the structure and levels of compensation for our independent directors, our five named executive officers, our general counsel and one of our directors of business development. Representatives from BDO Seidman conducted conference calls with the chairman of the compensation committee, our corporate secretary and our general counsel during their engagement. BDO Seidman was instructed to obtain survey data on compensation levels and practices at comparable companies. BDO Seidman provided the chairman of the compensation committee with survey data on compensation levels for comparable positions at other companies and compensation suggestions. The BDO Seidman report was reviewed with the full compensation committee to provide the members with general information on market compensation practices and to serve as a "market check" to assist the compensation committee in its determination of appropriate compensation levels in accordance with our compensation philosophy.

Elements of Compensation

        Our named executive officers' compensation has three primary components—base compensation or salary, annual cash bonuses, and equity awards. In addition, we provide our named executive officers with a variety of benefits that are generally available to all salaried employees.

        We view the various components of compensation as related, but distinct. Although our compensation committee reviews each named executive officer's total compensation, we do not believe that significant compensation derived from one component of compensation should negate or reduce compensation from other components. We determine the appropriate level for each compensation component based on the performance of the employee (including any extraordinary performance), the level of responsibility and commitment associated with the position and our business judgment and experience. In addition, our compensation decisions generally reflect our belief that employees with comparable levels of responsibility and performance deserve comparable compensation, and that employees with a greater degree of responsibility and performance deserve greater compensation on a relative basis. Our compensation committee has not adopted any formal or informal policies or

guidelines for allocating compensation between long-term and short-term compensation, between cash and non-cash compensation, or among different forms of non-cash compensation.

        Our annual process of determining overall compensation for named executive officers begins with recommendations made by Mr. Littlefair, our President and Chief Executive Officer, to our compensation committee. In making his recommendation, Mr. Littlefair considers a number of factors, including the seniority of the individual, the functional role of the position, the level of the individual's responsibility, the individual's long-term commitment to our company,Company, and the scarcity of individuals with similar skills. Acting with the recommendation from Mr. Littlefair, our compensation committee makes the final determination of compensation for our named executive officers. The compensation committee determines the compensation of Mr. Littlefair. Mr. Littlefair also submits recommendations to the compensation committee regarding his own proposed compensation levels, which are taken under advisement by the committee.

Assessment of Individual Performance

Andrew J. Littlefair—President and Chief Executive Officer

        As the Company's President and Chief Executive Officer, Mr. Littlefair works with the Board and senior management to establish and execute the Company's operating and strategic plans to increase revenue, achieve the Company's long and short-term strategic growth objectives and profit targets and maximize return for shareholders. Mr. Littlefair also serves as the Company's principal spokesperson and is responsible for conveying the Company's message to the Company's customers and the investor community. Mr. Littlefair's effective leadership of the Company led to positive financial and operating results in 2009, with total revenue increasing to $131.5 million and gasoline gallon equivalents sold increasing to over 100 million gallons.

Richard R. Wheeler—Chief Financial Officer

        As the Chief Financial Officer, Mr. Wheeler oversees the Company's financial operations, including financial plans and policies, accounting practices and procedures, financial and tax reporting functions and the disbursement of financial information to the investor community. Mr. Wheeler effectively provides direction to the Company with respect to increasing revenue, achieving its financial objectives, pursuing strategic investments and raising capital.

James N. Harger—Chief Marketing Officer

        As the Chief Marketing Officer, Mr. Harger directs the Company's marketing and sales strategies to optimize the growth of the Company, increase revenue and achieve the profit goals of the Company. Mr. Harger effectively leads the Company's marketing team in its efforts to expand Clean Energy's presence with national accounts and in major market segments, such as airports, refuse, transit and trucking, and provides guidance with respect to increasing the number of the Company's natural gas stations. In 2009, the Company surpassed the 100 million gasoline gallon equivalent mark for the volume of compressed natural gas and liquefied natural gas delivered.

Mitchell W. Pratt—Senior Vice President, Operations, Engineering and Public Affairs and Corporate Secretary

        As the Senior Vice President of Operations, Engineering and Public Affairs and the Corporate Secretary, Mr. Pratt directs and manages the Company's operations and engineering teams, ensures that the proper personnel are assembled to assess opportunities and carry out strategic activities, such as acquisitions integration, and provides effective oversight of the Company's infrastructure growth in a variety of market segments. Mr. Pratt administers critical corporate governance matters in his role as Corporate Secretary and serves as the focal point for communication between the Board, senior management and the Company's shareholders.

Barclay F. Corbus—Senior Vice President, Strategic Development

        As the Senior Vice President of Strategic Development, Mr. Corbus develops growth opportunities, acquisitions and financing strategies for the Company. In 2009, Mr. Corbus effectively guided the Company through the acquisition of assets from Exterran Energy Solutions, L.P., a compressed natural gas operations and maintenance business and the acquisition of BAF Technologies, Inc., a company that provides natural gas vehicle conversions, alternative fuel systems, application engineering, service and warranty support and research and development. Mr. Corbus also is a critical liaison between the Company and the financial community and led the Company's $73.2 million, net, stock offering that closed in July 2009.

Base Salary

        Base salary is used to recognize the experience, skills, knowledge and responsibilities required of our named executive officers.officers, taking into account competitive market compensation paid by other companies for similar positions. The compensation committee uses its judgment and discretion in determining the amount of base salary and does not target a particular range in relation to salaries at other companies. Base salaries are reviewed annually. Proposed base salaries are prepared by Mr. Littlefair and recommended to the compensation committee for its consideration. Based on Mr. Littlefair's recommendation, none of our named executive officers will receive an increasereceived increases in base salary for fiscal 2009.2010 as follows:

Annual Cash Bonus

        The compensation committee approves the bonus awards of all named executive officers, and pays such bonuses after determining whether specific performance criteria were satisfied. To date, annual bonus awards have been based on the performance of our companyCompany in light of pre-established performance criteria.

        For each named executive officer, the performance criteria for cash bonus awards are currently bifurcated (and were bifurcated in 2008)2009), with 35% of the total potential cash bonus award based on the volume of gasoline gallonsgallon equivalents of natural gas sold by us, and 65% of the total potential cash bonus award based on the target Adjusted EBITDA of our company.Company. Proposed performance criteria are prepared by our Chief Financial Officer based on our annual budget and presented to our compensation committee for approval and board of directorsto the Board for their consideration.

        The specific performance criteria approved by our compensation committee and board of directorsBoard for 20082009 and 20092010 are set forth in the table below:

        Adjusted EBITDA is calculated by adding back all non-cash stock-based compensation expense, expenselosses or gains associated with marking to market our outstanding Series I warrants for our common stock any derivative gain (loss) amounts not related to our hedging activities in the current period or other significant unanticipated non-cash charges to the Company's EBITDA.EBITDA (Earnings Before Interest, Taxes, Depreciation and Amortization). Our compensation committee may elect to modify the Adjusted EBITDA performance targets for 2010 in the event that there is no extension of the Volumetric Excise Tax Credit for 2010. If the Volumetric Excise Tax Credit is not extended for 2010, our Adjusted EBITDA performance targets would likely be lowered by our compensation committee due to the fact that extension of the Tax Credit was anticipated in setting the Adjusted EBITDA target.

        In addition, under our current annual cash bonus performance plan, if the companyCompany exceeds a performance target, the executive officers receive a pro-rata portion of the incremental annual cash bonus amount, up to the maximumnext target limit. For example, ifin 2009, the company achieves $16,000,000Company achieved $15.5 million in Adjusted EBTIDA,EBITDA and 101.0 million in gasoline gallon equivalents delivered, thereby exceeding the Company's base Adjusted EBITDA target and the Company's middle volume target for 2009, the bonusyear. Consequently, the bonuses payable with respect to the Adjusted EBTIDA target will beEBITDA and volume targets were increased by an incremental percentage attributable to the amount of the excess. Theexcess above these targets. For the Adjusted EBITDA amount, the difference between the base target and the middle Adjusted EBTIDA target is $7,228,000, and $1,000,000 is 14% of $7,228,000,$7.2 million; therefore the $1,000,000$0.5 million excess achieved over the base target would resultresulted in an increase in the percentage of the annual cash bonus payable with respect to the Adjusted EBITDA target equal to 14%of 7% of the difference between the base and the middle target.target percentages. For an officer receiving a performance bonus equal to 50% of their base salary for achieving the base target and 70% of their base salary for achieving the middle target, the 50% would be increased by 14%7% of the difference between 50% and 70%, or 3%1.4%. Continuing the example, by applying the weighting assigned to the Adjusted EBITDA target,this performance criteria, the named executive officer would receive a cash bonus equal to 34%33% of their base salary for exceeding the Adjusted EBITDA base target, which is 65% of 53%51.4% (50%+3%1.4%). For the bonus payable with respect to the volume target, the difference between the middle target and the maximum target is 5.0 million gallons; therefore the 1.0 million excess achieved over the middle target would result in an increase in the percentage of the annual cash bonus payable with respect to the volume target of 20% of the difference between the middle and maximum target percentages. For an officer receiving a performance bonus equal to 70% of their base salary for achieving the middle target and 100% of their base salary for achieving the maximum target, the 70% would be increased by 20% of the difference between 70% and 100%, or 6%. Continuing the example, by applying the weighting assigned to this performance criteria, the named executive officer would receive a cash bonus equal to 27% of their base salary for exceeding the Volume middle target, which is 35% of 76% (70%+6%).

        Under our current performance-based annual cash bonus plan, Mr. Littlefair receives 70%, 100% or 150% of his base salary for achievement of the base, middle and maximum performance targets, respectively by our company.Company. For each of Messrs. Wheeler, Pratt, Corbus and Harger, achievement of the base, middle and maximum performance targets by our companyCompany result in a bonus equivalent to 50%, 70% or 100%, respectively, of his respective base salary. These performance percentages are as specified in the respective executive officers' employment agreements with the Company. Our compensation committee believes it is appropriate to reward our Chief Executive Officer with a higher percentage of his base salary for achievement of the performance targets due to the fact that the position of Chief Executive Officer is deemed by our compensation committee to be the most important and demanding position with the company. In 2008, our named executive officers were not paid any performance-based bonuses, as is set forth in the Summary Compensation Table below under "Non-Equity Incentive Plan Compensation."Company.

Special Cash Bonuses

        Our compensation committee may, in its discretion, award additional special cash bonuses to reward extraordinary efforts by our named executive officers coupled with successful results for our company. NoCompany. During 2009, our compensation committee awarded the following special cash bonuses were awarded to

our named executive officers for their work in 2008.completing the Company's $73.2 million follow-on public offering in July 2009 which raised $73.2 million in net proceeds:

Equity Compensation

        We believe that long-term performance is achieved through an ownership culture that encourages performance by our named executive officers through the use of stock and stock based awards. Our stock compensation plans have been established to provide certain of our employees, including our

named executive officers, with incentives to help align those employees' interests with the interests of our stockholders. Our compensation committee believes the use of stock and stock basedstock-based awards offers the best approach to achieving this goal. Our stock compensation plans have provided the principal method for our named executive officers to acquire equity or equity linked interests in our company.Company.

        We sponsor a 2002 Stock Option Plan (2002 Plan) and aan Amended & Restated 2006 Equity Incentive Plan (2006 Plan). Upon the effectiveness of our IPO registration statement, the 2006 Plan became effective and the 2002 Plan became unavailable for new awards. For more information about the 2002 Plan and the 2006 Plan, please read" "Compensation of Directors and Executive Officers—Stock Incentive Plans:2006 Equity Incentive Plan"Plans" below. The 2002 Plan and the 2006 Plan are administered by our board of directorsBoard or our compensation committee. In the case of awards intended to qualify as "performance based compensation" excludable from the deduction limitation under Section 162(m) of the Internal Revenue Code, the administrator of the 2006 Plan will consist of two or more "outside directors" within the meaning of Section 162(m).

        Historically, we have awarded stock options to our named executive officers, but not restricted stock. Our compensation committee does not maintain any formal policies with respect to the timing of option grants. However, with respect to the timing of option grants to our named executive officers, such grants generally occur annually or at regularly scheduled meetings of our board of directorsBoard or our compensation committee (the administratoradministrators of our 2002 Plan and 2006 Plan), and are priced based on the closing price of our common stock on that date. For new hires, (such as Mr. Corbus in September 2007), options are generally priced at the later to occur of the date of the meeting at which the board of directorsBoard or compensation committee approves the grant or the first date of employment.

Change in Control and Severance Payments

        The employment agreements of our named executive officers provide them benefits if their employment is terminated (other than for misconduct or voluntary termination)termination that does not follow a change in control), including termination following a change in control. The details and amounts of such benefits are set forth below in the section entitled "Potential Payments Upon Termination or Change in Control."

        Stock options awarded under the 2006 Plan that are held by our named executive officers vest in full upon a change ofin control ("single trigger"). We believe single trigger treatment for stock options is appropriate because: (i) it helps retain key employees during change in control discussions, especially more senior executive officers where equity represents a significant portion of their total pay package; and (ii) the companyCompany that made the original equity grant may no longer exist after a change in control and employees should not be required to have the fate of their outstanding equity tied to the new company's future success.

Deductibility of Executive Compensation

        Our compensation committee reviews and considers the deductibility of executive compensation under Section 162(m) of the Internal Revenue Code, which provides that we may not deduct certain compensation of more than $1,000,000 that is paid to certain individuals. Our compensation committee believes that compensation paid to our named executive officers should generally be fully deductible for federal income tax purposes. However, in certain situations, our compensation committee may approve compensation that will not meet these requirements in order to ensure competitive levels of total compensation for our named executive officers. All of the compensation paid to our named executive officers was fully deductible in fiscal 2008.2009. With respect to compensation awarded (or to be awarded) under the 2006 Plan, in the past, we have relied on transitional relief under Section 162(m) to exclude such compensation from the $1,000,000 limit on deductibility. At our 2009 Annual Meetingannual meeting of stockholders, we are seeking the stockholders approval ofapproved our 2006 Plan, and, upon obtaining stockholder approval, we anticipateas a result, the awards under the 2006 Plan will continue to qualify as "performance-based"

compensation under Section 162(m) and therefore will beare fully deductible without reliance on the transitional rules.

Conclusion

        Our compensation practices are designed to retain and motivate our named executive officers and to ultimately reward them for outstanding performance.performance, which benefits the Company.

        We believe our approach to goal setting, payouts at multiple levels of performance and evaluation of performance results assist in mitigating excessive risk-taking that could harm our value or reward poor judgment by our named executive officers. While a portion of our executive compensation plan is performance-based, we do not believe that our compensation structure encourages excessive or unnecessary risk-taking. While risk-taking is a necessary part of growing a business, the compensation committee has focused on aligning the Company's compensation policies with the long-term interests of the Company and avoiding short-term rewards for management decisions that could pose long-term risks to the Company, as follows:

•

Our compensation structure includes a combination of a competitive base salary, equity grants to align the interests of our employees and named executive officers with those of our stockholders, and annual cash bonuses to encourage retention and reward individual responsibility and productivity.



•

The cash payment awards for each named executive officer are bifurcated, with 35% of the total potential cash bonus award based on the volume of gasoline gallon equivalents of natural gas sold by us, and 65% of the total potential cash bonus award based on the target Adjusted EBITDA of our Company, in an effort to mitigate the risk of executives approving high volume deals with low profit margins.



•

Our stock option grants have been established to provide certain of our employees, including our named executive officers, with incentives to help align those employees' interests with the interests of our stockholders.

Compensation Committee Report

        We, the compensation committee of the Board of Directors of Clean Energy Fuels Corp., have reviewed and discussed the Compensation Discussion and Analysis (set forth above) with the management of the company,Company, and, based on such review and discussion, have recommended to the Board of Directors inclusion of the Compensation Discussion and Analysis in this proxy statement.Proxy Statement.

Compensation Committee:
Warren I. Mitchell,Chairman
John S. Herrington
Kenneth M. Socha

COMPENSATION OF DIRECTORS AND EXECUTIVE OFFICERS

Summary Compensation Table

        The table below summarizes the total compensation earned by each of the named executive officers for the fiscal years ended December 31, 2007, 2008 and 2008.2009.

Grants of Plan-Based Awards in Fiscal Year 20082009

        The following table provides information regarding the amount of plan-based awards granted in 20082009 for each of the named executive officers.

Outstanding Equity Awards at 20082009 Fiscal Year End

        The table below summarizes outstanding equity awards held by our named executive officers at December 31, 2008. All option awards held by named executive officers that were outstanding in October 2005 became fully vested in connection with the change of control which occurred when Boone Pickens purchased all of the outstanding shares of our company held by Terasen, Inc. and three other stockholders.2009.