CLEAN ENERGY FUELS CORP.

4675 MacArthur Court, Suite 800

Newport Beach, California 92660

April ~~3, 2020~~

7, 2022

Dear Stockholder,

You are cordially invited to attend the annual meeting of stockholders (“Annual Meeting”) of Clean Energy Fuels Corp. (the “Company,” “Clean Energy,” “we,” “us” or “our”) on ~~Friday,~~Thursday, May ~~15, 2020,~~19, 2022, at 9:8:00 a.m. Pacific Time. The Annual Meeting will be a virtual meeting conducted via live audio webcast that can be accessed by visiting www.virtualshareholdermeeting.com/~~CLNE2020~~CLNE2022. At this website, you will be able to listen to the Annual Meeting live, submit questions for our management, directors and representatives of our independent registered public accounting firm in attendance, and submit your vote while the Annual Meeting is being held.

2021 turned out to be one of the most groundbreaking in the Company’s history. We believe our decision to rapidly accelerate our renewable natural gas (RNG) offering will play a big role in our customers’ ability to achieve their sustainability goals by significantly reducing greenhouse gas emissions produced by their fleets.

We expect to be able to meet the growing demand for this incredibly clean fuel well into the future by investing in the production of additional RNG sources with our joint venture partners, TotalEnergies and bp. We cemented these two joint ventures in early-2021 and quickly went to work signing partnerships with dairy owners around the country. I had the privilege of meeting with a number of them and most, if not all, are family run dairy farms with multiple generations involved in the operations. These are hard-working men and women who have a passion to run their operations in the most environmentally-friendly way. The idea of turning the manure from their cows into a clean fuel that will operate fleets of refuse trucks, city buses or heavy-duty trucks is very appealing to them.

The additional RNG from these dairies, which is rated cleaner than even electric vehicles, will allow us to expand our current customer roster, which includes some of the largest fleets in the country like Amazon, UPS, Republic Services and the transit agencies in New York City and Los Angeles.

As exciting and active as 2021 was, I am even more optimistic about 2022, which marks Clean Energy’s 25th anniversary. We were one of the first companies to offer transportation fleets a solution to tackle the problem of dirty air and now we’re giving them a powerful tool to address the issue of our changing climate with RNG.

We are pleased to take advantage of laws and rules that allow issuers to make use of the Internet in conducting a meeting of stockholders, as well as in furnishing proxy materials. As a result, we will not only host the Annual Meeting virtually on the Internet, but we will also furnish the proxy materials for the Annual Meeting to our stockholders on the Internet. We believe this use of the Internet meaningfully lowers our costs, increases efficiencies and helps reduce the environmental impact of the Annual Meeting, while permitting and encouraging increased stockholder attendance and engagement.

The accompanying notice of Annual Meeting and proxy statement include the agenda for the Annual Meeting, explain the matters that will be discussed and voted on at the Annual Meeting and provide certain other information about our Company.

Your vote is ~~very important. Please~~important, and we urge you to vote as promptly as possible. Thank you for supporting our Company.


	~~Sincerely,~~

	~~MITCHELL W. PRATT~~
	~~Corporate Secretary~~

Sincerely,

[MISSING IMAGE: sg_andrewjlittlefair-bw.jpg]

ANDREW J. LITTLEFAIR
President & Chief Executive Officer

~~Table of Contents~~TABLE OF CONTENTS

CLEAN ENERGY FUELS CORP.

4675 MacArthur Court, Suite 800

Newport Beach, California 92660

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

May ~~15, 2020~~

19, 2022

The annual meeting of stockholders (“Annual Meeting”) of Clean Energy Fuels Corp. (the “Company,” “we,” “us” or “our”) will be held on ~~Friday,~~Thursday, May ~~15, 2020,~~19, 2022, at 9:8:00 a.m. Pacific Time via live audio webcast that can be accessed by visiting www.virtualshareholdermeeting.com/~~CLNE2020~~CLNE2022, for the following purposes:

1.

To elect ~~nine~~ten directors to the Board of Directors;

2.

To ratify the appointment of KPMG LLP as our independent registered public accounting firm for our fiscal year ending December 31, ~~2020;~~

2022;

3.

To ~~hold~~approve, on an advisory, non-binding ~~vote to~~basis, the compensation of our named executive officers;

4.

To approve ~~executive compensation;~~

~~4.To approve an amendment to~~our 2022 Employee Stock Purchase Plan (the “New ESPP”) and the ~~Company’s 2016 Performance Incentive Plan (“2016 Plan”) to increase the aggregate number~~reservation of 2,500,000 shares ~~available~~of our common stock for issuance under the ~~2016 Plan by 18,800,000;~~New ESPP; and

5.

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

The foregoing items of business are more fully described in the proxy statement that accompanies this notice.

The Company’s Board of Directors has fixed the close of business on March ~~25, 2020~~22, 2022 as the record date for the determination of stockholders entitled to notice of and to vote at the Annual Meeting and any adjournment or postponement thereof. A list of stockholders entitled to vote at the Annual Meeting will be available for inspection by any stockholder for any purpose germane to the Annual Meeting at our principal executive offices during normal business hours for a period of 10 days before the Annual Meeting.

The list of stockholders may also be accessed during the virtual Annual Meeting at www.virtualshareholdermeeting.com/CLNE2022 by using the control number on your proxy card, voting instruction form or Notice of Internet Availability.

Even if you plan to attend the Annual Meeting, you are encouraged to vote on the Internet, by telephone or by mail before the Annual Meeting using the instructions provided in the accompanying proxy materials to ensure that your vote will be counted. If you submit your proxy or voting instructions and then decide to attend the Annual Meeting, you may still vote your shares during the Annual Meeting.


			By order of the Board of Directors,

Dated: April ~~3, 2020~~ 7, 2022			MITCHELL W. PRATT Corporate Secretary

TABLE OF CONTENTS

~~Table of Contents~~

CLEAN ENERGY FUELS CORP.

4675 MacArthur Court, Suite 800

Newport Beach, California 92660

~~2020~~

2022 PROXY STATEMENT

TABLE OF CONTENTS

		Page
	~~Page~~
GENERAL INFORMATION			1
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT			7
PROPOSAL 1 1: ELECTION OF DIRECTORS	10		9
PROPOSAL 2 2: RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM	17		16
PROPOSAL 3 3: ADVISORY, NON-BINDING VOTE TO APPROVE EXECUTIVE COMPENSATION	18		17
PROPOSAL 4 4: APPROVAL OF ~~AN AMENDMENT TO THE COMPANY’S 2016 PERFORMANCE INCENTIVE~~OUR 2022 EMPLOYEE STOCK PURCHASE PLAN	19		18
CORPORATE GOVERNANCE	30		22
INFORMATION ABOUT EXECUTIVE OFFICERS	38		31
COMPENSATION DISCUSSION AND ANALYSIS	39		32
COMPENSATION COMMITTEE REPORT	55		44
EXECUTIVE COMPENSATION	56		45
DIRECTOR COMPENSATION	67		56
EQUITY COMPENSATION PLANS	69		59
CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS	70		60
AUDIT COMMITTEE REPORT	74		64
OTHER MATTERS	75		65
ANNEX A ~~- AMENDED AND RESTATED 2016 PERFORMANCE INCENTIVE~~ – CLEAN ENERGY FUELS CORP. 2022 EMPLOYEE STOCK PURCHASE PLAN			A-1	~~A-1~~

i

~~Table~~TABLE OF CONTENTS

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

This Proxy Statement includes forward-looking statements within the meaning of ~~Contents~~Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Forward-looking statements are statements other than historical facts and relate to future events or circumstances or the Company’s future performance, and they are based on the Company’s current assumptions, expectations and beliefs concerning future developments and their potential effect on the Company and its business. Forward-looking statements included herein include but are not limited to: statements regarding our ability to meet the demand for RNG, statements about the benefits of RNG, our ability to increase our customer base and the ability of our customers to achieve their sustainability goals, our sustainability and safety goals, our diversity and inclusion efforts, our plans to position the company as a leading renewable energy company and our expectations regarding renewable vehicle fuels. Actual results, performance or achievements and the timing of events could differ materially from those anticipated in or implied by these forward-looking statements as a result of many factors, including, among others: the willingness of fleets and other consumers to adopt natural gas as a vehicle fuel, and the rate and level of any such adoption; our ability to capture a substantial share of the market for alternative vehicle fuels and vehicle fuels generally and otherwise compete successfully in these markets; the potential adoption of government policies or programs or increased publicity or popular sentiment in favor of other vehicle fuels; the market’s perception of the benefits of RNG and conventional natural gas relative to other alternative vehicle fuels; natural gas vehicle and engine cost, fuel usage, availability, quality, safety, convenience, design, performance and residual value, as well as operator perception with respect to these factors, in general and in our key customer markets, including heavy-duty trucking; our ability to manage and grow our RNG business, including its ability to procure adequate supplies of RNG and generate revenues from sales of such RNG; our and our suppliers’ ability to successfully develop and operate projects and produce expected volumes of RNG; the potential commercial viability of livestock waste and dairy farm projects to produce RNG; our history of net losses and the possibility we incur additional net losses in the future; our and our partners’ ability to acquire, finance, construct and develop other commercial projects; our ability to invest in hydrogen stations or modify our fueling stations to reform our RNG to fuel hydrogen and electric vehicles; our ability to realize the expected benefits from the commercial arrangement with Amazon and related transactions; future supply, demand, use and prices of crude oil, gasoline, diesel, natural gas, and other vehicle fuels, including overall levels of and volatility in these factors; changes in the competitive environment in which we operate, including potentially increasing competition in the market for vehicle fuels generally; and the other risks and uncertainties set forth under Item 1A, Risk Factors in our Annual Report on Form 10-K for the year ended December 31, 2021 that we filed with the Securities and Exchange Commission and that accompanies this Proxy Statement, as such risk factors may be amended, supplemented or superseded from time to time by other reports we file with the Securities and Exchange Commission. We encourage you to carefully consider these risks and uncertainties. The forward-looking statements made in this Proxy Statement speak only as of the date of Proxy Statement and we undertake no obligation to update publicly such forward-looking statements to reflect subsequent events or circumstances, except as otherwise required by law.

WEBSITE REFERENCES

Throughout this Proxy Statement, we make references to additional information available on our corporate website at www.cleanenergyfuels.com. References to our website are provided for convenience only and the content on our website does not constitute a part of this Proxy Statement.

ii

TABLE OF CONTENTS

CLEAN ENERGY FUELS CORP.

4675 MacArthur Court, Suite 800

Newport Beach, California 92660

~~2020~~

2022 PROXY STATEMENT

GENERAL INFORMATION

The board of directors (“Board”) of Clean Energy Fuels Corp., a Delaware corporation (the “Company,” “we,” “us” or “our”), is providing this proxy statement (“Proxy Statement”) and all other proxy materials to you in connection with the solicitation of proxies for use at our ~~2020~~2022 annual meeting of stockholders (“Annual Meeting”). The Annual Meeting will be held on ~~Friday,~~Thursday, May ~~15, 2020,~~19, 2022, at 9:8:00 a.m. Pacific Time (“PT”) via live audio webcast that can be accessed by visiting www.virtualshareholdermeeting.com/~~CLNE2020~~CLNE2022~~, or any adjournment or postponement thereof,~~ for the purposes stated in this Proxy Statement. In addition to any other business that may properly come before the Annual Meeting or any adjournment or postponement thereof, stockholders are being asked to vote at the Annual Meeting on the following ~~three~~four proposals:

Proposal 1.

The election of ~~nine~~ten directors to the Board.

Proposal 2.

The ratification of the appointment of KPMG LLP as our independent registered public accounting firm for our fiscal year ending December 31, ~~2020.~~

2022.

Proposal 3.

The approval, on an advisory, non-binding basis, of the compensation of our named executive officers, as disclosed in this Proxy Statement in accordance with the compensation disclosure rules of the Securities and Exchange Commission (“SEC”).

Proposal 4.

The approval of ~~an amendment to~~ our ~~2016 Performance Incentive~~2022 Employee Stock Purchase Plan ~~(“2016 Plan”~~(the “New ESPP”) ~~to increase~~and the ~~aggregate number~~reservation of 2,500,000 shares ~~available~~of our common stock for issuance under the ~~2016 Plan by 18,800,000.~~

New ESPP.

This Proxy Statement summarizes the information you need to know in order to vote on these proposals in an informed manner.

IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS

The Notice of Annual Meeting, Proxy Statement and our 2021 Annual Report on Form 10-K (“Annual Report”) are available at ~~www.proxyvote.com.~~www.proxyvote.com. You are encouraged to access and review all of the important information contained in our proxy materials before voting.

Copies of these proxy materials are also available in the Investors — Annual Reports and Proxies section of our website at www.cleanenergyfuels.com.

Use of the Internet

Pursuant to rules adopted by the SEC, we have elected to provide access to our proxy materials for the Annual Meeting, including this Proxy Statement and our Annual Report, on the Internet. Accordingly, on or about April ~~3, 2020,~~7, 2022, we are mailing a Notice of Internet Availability of Proxy Materials (“Notice”) to all of the Company’s stockholders of record who have not previously elected an alternative delivery method, while brokers, banks and other nominees who hold shares on behalf of beneficial owners will be sending their own similar Notice to ~~the~~ beneficial owners. The Notice will include instructions on how you may access the proxy materials for the Annual Meeting at www.proxyvote.com. For stockholders who have previously elected to receive copies of the proxy materials by mail or e-mail, we will be sending the Annual Report, this Proxy Statement and a proxy card by that method on or about April ~~3, 2020.~~7, 2022. Stockholders who receive a Notice will not receive printed copies of the proxy materials for the Annual Meeting unless they request them, in which case printed copies of the proxy materials and a paper proxy card will be provided at

1

~~Table of Contents~~

no charge. ~~Any stockholder may~~Instructions on how to request ~~to receive~~a printed copy of the proxy materials ~~for the Annual Meeting in printed form~~ by mail or electronically, ~~by e‑mail~~including an option to request paper copies on an ongoing basis, ~~until~~may be found in the ~~one‑year anniversary of~~Notice and on the ~~date of the Annual Meeting by following the instructions~~website referred to in the Notice. We encourage you to take advantage of the availability of our proxy materials on the Internet in order to lower our printing and delivery costs and help reduce the environmental impact of the Annual Meeting.

1

TABLE OF CONTENTS

Virtual Annual Meeting

We have held our annual meetings of stockholders virtually since 2017, and we have again elected to hold this year’s Annual Meeting virtually on the Internet. We have made this decision for a number of reasons, including:

•

The attendance at our most recent in-person stockholder meetings was low, consisting of an average of 12 stockholders ~~who~~whom attended each of our three most recent ~~three meetings~~ in ~~person.~~person meetings. The most recent such meeting was in 2017, when we held a “hybrid” meeting that included both in-person and virtual access to the meeting. Despite these historically low in-person attendance levels, offering in-person access to our stockholder meetings can involve significant costs, including monetary expenses and increased management and employee time. As a result, we determined that offering in-person access to the Annual Meeting would not provide sufficient benefits to our stockholders to justify the associated costs.

•



Attendance at our stockholder ~~meetings~~meeting held in ~~2018 and 2019, both of~~2021, which included a virtual component, increased substantially. The number of stockholders who attended ~~each~~our 2021 annual meeting of ~~these meetings~~stockholders via the Internet rose to ~~an average of 32 stockholders per meeting.~~455 stockholders. In light of this increase in ~~average~~ attendance, we believe the virtual meeting format, which allows our stockholders to attend meetings from their locations around the world, is an effective way to encourage and enable more of our stockholders to participate in our annual meeting process. As a result, we determined to host the Annual Meeting virtually in order to support similar or further increased stockholder attendance levels at this year’s meeting.

•



Stockholders who attend the Annual Meeting virtually will be able to listen to the meeting live and submit their vote while the Annual Meeting is being held, and will also be able to submit, either anonymously or identified by name, questions or comments for our management, directors and representatives of our independent registered public accounting firm in attendance at the meeting. This functionality provides our stockholders with opportunities for participation and engagement at the Annual Meeting that are comparable to those that would be available at an in-person meeting. As a result, we believe the virtual nature of the Annual Meeting will not decrease engagement capabilities and could facilitate increased stockholder participation with the ability to submit comments and questions anonymously if a stockholder desires to do so.

•

During the Annual Meeting, we will answer as many stockholder-submitted questions as time permits, other than questions that are irrelevant to the purpose of the Annual Meeting or our business or that contain inappropriate or derogatory references that are not in good taste. Any appropriate questions that we are unable to address during the Annual Meeting will be published on our website following the meeting. If we receive substantially similar questions, we will group them together and provide a single response to avoid repetition.

•

We are sensitive to the public health and travel concerns stockholders may have regarding the coronavirus (COVID-19) ~~and the protocols that federal, state and local governments are imposing.~~. Accordingly, we believe that holding this year’s Annual Meeting virtually is prudent in order to mitigate the health and safety risks to our stockholders while also facilitating stockholder attendance and participation at the Annual Meeting.

Stockholders who choose to attend the Annual Meeting will do so by accessing a live audio webcast of the Annual Meeting via the Internet at www.virtualshareholdermeeting.com/~~CLNE2020~~CLNE2022. Please see “Attending the Virtual Annual Meeting” below for more information.

Record Date and Outstanding Shares

All stockholders that owned shares of our common stock at the close of business on March ~~25, 2020,~~22, 2022, the date fixed by the Board as the record date, are entitled to vote at the Annual Meeting.

On the record date, ~~203,696,127~~222,713,200 shares of our common stock were outstanding.

2

~~Table of Contents~~

Voting Matters

Voting Rights

Each share of our common stock entitles the owner of the share to one vote on all matters to be voted on at the Annual Meeting.

2

TABLE OF CONTENTS

Quorum Requirement

We will have the required quorum to conduct the business of the Annual Meeting if holders as of the record date representing a majority of the outstanding shares of our common stock entitled to vote are present in person or represented by proxy at the Annual Meeting. Abstentions and broker ~~non‑votes~~non-votes (discussed under “Effect of Not Providing Voting Instructions; Broker Non-Votes” below) will be counted for purposes of determining the presence of a quorum at the Annual Meeting.

Effect of Not Providing Voting Instructions; Broker Non-Votes

Stockholders of Record.You are a “stockholder of record” if your shares are registered directly in your name with Computershare Trust Company, N.A., our transfer agent. If you were a stockholder of record at the close of business on the record date for the Annual Meeting and you submit a valid proxy but do not provide voting instructions with respect to your shares, all shares represented by your proxy will be voted in accordance with the recommendation of our Board on each proposal to be presented at the Annual Meeting, as described in this Proxy Statement.

Beneficial Owners of Shares Held in Street Name.You are a “beneficial owner of shares held in street name” if your shares are not held of record in your name but are held by a broker, bank or other nominee on your behalf as the beneficial owner. Pursuant to applicable stock exchange rules, if your shares were held in street name through a brokerage account at the close of business on the record date for the Annual Meeting, you must provide voting instructions to your broker if you want your shares to be voted on the election of directors (Proposal 1), the approval, on an advisory, non-binding basis, of the compensation of our named executive officers (Proposal 3), and the approval of ~~an amendment to the Company’s 2016 Plan to increase the aggregate number of shares available under the 2016 Plan by 18,800,000~~our New ESPP (Proposal 4). These proposals constitute “non-routine” matters on which a broker is not entitled to vote shares held for a beneficial owner without receiving voting instructions from the beneficial owner. The ratification of the appointment of KPMG LLP as our independent registered public accounting firm (Proposal 2) is considered a “routine” matter for which your shares may be voted in the discretion of your broker if voting instructions have not been received. As a result, if you hold your shares in street name and you do not submit voting instructions to your broker, your broker may exercise its discretion to vote on Proposal 2 at the Annual Meeting but will not be permitted to vote on Proposal 1, Proposal 3 or Proposal 4 at the Annual Meeting. In recent years, however, several large brokers, such as Charles Schwab and TD Ameritrade have announced that they have eliminated discretionary voting for even “routine” matters. Therefore, if you hold your shares through such brokers, then your shares might not be voted, even for “routine” matters if you do not give voting instruction to your broker. Therefore, we urge every stockholder to vote their shares. If your broker ~~exercises~~does exercise this discretion, your shares will be counted as present for determining the presence of a quorum at the Annual Meeting and will be voted on Proposal 2 in the manner directed by your broker, but your shares will constitute “broker non-votes” on each of the other items at the Annual Meeting. Moreover, if you are a beneficial owner of shares in street name and you properly submit a voting instruction form to your broker, bank or other nominee that is signed but unmarked with respect to your vote on Proposals 1, 2, 3 or 4, applicable rules will generally permit your broker, bank or other nominee to vote your shares on these proposals in accordance with the recommendations of the Board as set forth in this Proxy Statement.

Voting Requirements

The election of directors (Proposal 1) will be determined by a plurality of the votes cast on the proposal at the Annual Meeting. This means that the ~~nine~~ten nominees who receive the highest number of affirmative votes will be elected as directors. Shares voted “Withhold”and broker ~~non‑votes~~non-votes are not counted as votes cast and will have no effect on the outcome of the election of directors.

The ratification of the appointment of KPMG LLP as our independent registered public accounting firm (Proposal 2), the approval, on an advisory, non-binding basis, of the compensation of our named executive officers (Proposal 3), and the approval of ~~an amendment to the Company’s 2016 Plan to increase the aggregate number of shares~~

3

~~Table of Contents~~

~~available under the 2016 Plan by 18,800,000~~our New ESPP (Proposal 4) must each be approved by the affirmative vote of a majority of the votes cast on the proposal at the Annual Meeting. For purposes of determining the number of votes cast for ~~Proposal~~Proposals 2, 3 and ~~Proposal 3,~~4, only shares voted “FOR” or “AGAINST” are counted. Abstentions and broker non-votes are not treated as votes cast and will not be counted in determining the outcome of Proposal 2, Proposal 3 or Proposal 3. In addition, under NYSE listing standards applicable to stockholder approval of equity incentive plans, abstentions are treated as votes cast. Accordingly, for purposes of Proposal 4, abstentions will have the effect of a vote “AGAINST” the proposal.

4.

3

TABLE OF CONTENTS

The following is a summary of the voting requirements for each proposal to be voted on at the Annual Meeting:

Proposal
~~Proposal~~	Vote Required		Routine vs. ~~Non- Routine~~Non-Routine Matter			Effect of Abstentions and Broker Non-Votes
1: Election of Directors		Plurality of Votes Cast	~~Non-Routine~~	Non-Routine			No effect
2: Ratification of Independent Registered Public Accounting Firm		Majority of Votes Cast	~~Routine~~	Routine			Abstentions: No effect Broker non-votes: None expected
3: Advisory, Non-Binding Vote on Executive Compensation		Majority of Votes Cast	~~Non-Routine~~	Non-Routine			No effect
~~4. A~~4:~~pprove an Amendment to the Company’s Plan to Increase the Aggregate Number~~ Approval of ~~Shares Available Under the 2016 Plan~~ ~~by 18,800,000~~ our New ESPP		Majority of Votes Cast	~~Non-Routine~~	Non-Routine	~~Abstentions: Vote against~~ ~~Broker non-votes:~~		No effect

Tabulation of Votes

The inspector of elections of the Annual Meeting will tabulate the votes of our stockholders at the Annual Meeting. All shares of our common stock represented by proxy at the Annual Meeting will be voted in accordance with the instructions given on the proxy, as long as the proxy is properly submitted and unrevoked and is received by the applicable deadline, all as described under “How to Cast or Revoke Your Vote” below. If the Annual Meeting is adjourned or postponed, properly submitted and unrevoked proxies will remain effective and will be voted at the adjourned or postponed Annual Meeting, and stockholders will retain the right to revoke any such proxy until it is actually voted at the adjourned or postponed Annual Meeting.

Voting Results

Preliminary results will be announced at the Annual Meeting. Final results will be reported in a ~~current report~~Current Report on Form ~~8‑K~~8-K to be filed with the SEC within four business days after the Annual Meeting concludes. If the official results are not available at that time, we will provide preliminary voting results in such a Form ~~8‑K~~8-K and will provide the final results in an amendment to the Form ~~8‑K~~8-K as soon as they become available.

How to Cast or Revoke Your Vote

Stockholders of Record

If you are a stockholder of record entitled to vote at the Annual Meeting, you may vote in any one of the following ways:

•

On the Internet. You ~~may vote on the Internet in one of two ways: (1) you~~ may vote by proxy before the Annual Meeting starts by visiting www.proxyvote.com ~~and~~or by following the instructions in the Notice or proxy card you received.

•

By Telephone.If you receive printed copies of the proxy materials for the Annual Meeting, you may vote by proxy by calling the toll-free number found on the proxy card delivered with these proxy materials.

4

•

~~Table of Contents~~

By Mail. If you receive printed copies of the proxy materials for the Annual Meeting, you may vote by proxy by completing the proxy card delivered with these proxy materials and mailing it in the envelope provided.

•

During the Annual Meeting. You may vote during the Annual Meeting by attending the live audio webcast at www.virtualshareholdermeeting.com/~~CLNE2020~~ CLNE2022and by following the instructions atwww.virtualshareholdermeeting.com/~~CLNE2020~~CLNE2022.

Votes submitted by proxy on the Internet or by telephone must be received by 11:59 p.m. Eastern Time on ~~Thursday,~~Wednesday, May ~~14, 2020~~18, 2022 to be counted. Votes submitted on the Internet during the Annual Meeting by stockholders attending the meeting and votes submitted by mail must be received no later than the close of voting at the Annual Meeting to be counted.

Once you have submitted your proxy on the Internet or by telephone or mail, you may revoke it at any time before it is voted at the Annual Meeting by taking any one of the following actions:

4

TABLE OF CONTENTS

•

Later-Dated Vote. You may revoke a previously submitted proxy by submitting a later-dated vote on the Internet, by telephone or by ~~mail.~~mail, as applicable.

•

Written Notice. You may revoke a previously submitted proxy by sending or otherwise delivering a written notice of revocation to the attention of our Corporate Secretary at the address of our principal executive offices.

•

Voting During the Annual Meeting. If you attend the live audio webcast of the Annual Meeting at www.virtualshareholdermeeting.com/~~CLNE2020~~CLNE2022, you may vote your shares electronically at the Annual Meeting, which will revoke any previously submitted proxy.

To be effective, any later-dated vote must be received by the applicable deadline for the voting method used, as described above, and any written notice of revocation must be received no later than the close of voting at the Annual Meeting. Only your latest-dated vote that is received by the deadline applicable to the voting method used will be counted.

Beneficial Owners of Shares Held in Street Name

If you are a beneficial owner of shares held in street name, you have the right to instruct your broker, bank or other nominee on how to vote your shares at the Annual Meeting. You should do so by following the instructions provided by your broker, bank or other nominee regarding how to vote your shares and how to revoke a previously submitted proxy. The availability of Internet, telephone or other methods to vote your shares by proxy, and the deadlines by which to vote your shares using each such voting method, will depend on the voting processes of the broker, bank or other nominee that holds your shares.

Attending the Virtual Annual Meeting

All stockholders that owned our common stock at the close of business on the record date for the Annual Meeting, or their duly appointed proxies, may attend and participate in the Annual Meeting. Even if you plan to attend the Annual Meeting, you are encouraged to vote on the Internet, by telephone or by mail before the Annual Meeting, to ensure that your vote will be counted. Please see “How to Cast or Revoke Your Vote” above.

To attend and participate in the Annual Meeting, stockholders will need to access the live audio webcast of the meeting. To do so, stockholders of record will need to visit www.virtualshareholdermeeting.com/~~CLNE2020~~CLNE2022 and use their ~~16‑digit~~ control number provided in the Notice or, if they received printed copies of the proxy materials, in the proxy card delivered with those proxy materials, to log in to this website, and beneficial owners of shares held in street name will need to follow the instructions provided by the broker, bank or other nominee that holds their shares. On the day of the Annual Meeting, stockholders may begin to log in to the virtual meeting beginning at 7:45 a.m. PT, and the meeting will begin promptly at 8:00 a.m. PT. We encourage stockholders to log in to this website and access the webcast before the Annual Meeting’s start time.

5

~~Table of Contents~~

Further instructions on how to attend, participate in and vote at the Annual Meeting ~~including how to demonstrate your ownership of our common stock as of the record date in order to gain access to the Annual Meeting,~~ are available at www.proxyvote.com. If you encounter any difficulties accessing or logging in to the Annual Meeting, including any difficulties with your control number or submitting questions, please call the technical support number displayed on the login page on the online virtual meeting platform.

Submitting your proxy before the Annual Meeting will not affect your right to vote at the Annual Meeting if you decide to attend; however, your attendance at the Annual Meeting after having submitted a valid proxy will not in and of itself constitute a revocation of your proxy. To revoke a previously submitted proxy by attending that Annual Meeting, you must submit an online vote during the webcast of the Annual Meeting reflecting your new vote.

Solicitation

This solicitation is made by our Board, and we will bear the entire cost of soliciting proxies, including the costs of preparing, printing, assembling and mailing the Notice, any printed copies of this Proxy Statement, the proxy card, the Annual Report, ~~or our other proxy materials that may be requested by stockholders,~~ and any additional information that we may elect to furnish to stockholders. We will provide copies of solicitation materials to brokers, banks and other nominees holding in their names shares of our common stock that are beneficially owned by others for forwarding to the

5

TABLE OF CONTENTS

beneficial owners of those shares who have requested printed materials, and we may reimburse persons representing beneficial owners 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 on the Internet or via ~~e‑mail~~e-mail or in print to those who request copies of our proxy materials, but may be supplemented by telephone, mail, e-mail or personal solicitation by our directors, executive officers or other employees. We will pay no additional compensation to these individuals for these activities. ~~In addition, although we~~We have not engaged employees for the specific purpose of soliciting ~~proxies or a proxy solicitation firm to assist us in soliciting proxies, we may elect to engage and pay the cost of such employees or such a proxy solicitation firm at any time.~~

proxies.

Separate Copy of Annual Report or Other Proxy Materials

We have adopted a procedure called “householding,” which the SEC has approved. Under this procedure, we are delivering a single copy of this Proxy Statement and our Annual Report to multiple stockholders who share the same address and who did not receive a Notice or otherwise receive their proxy materials by e-mail, unless we have received contrary instructions from a stockholder. This procedure reduces our printing and mailing costs and other fees. Stockholders who participate in householding will continue to be able to request and receive a separate Notice or proxy card. Additionally, upon written or oral request, we will deliver promptly a separate copy of this Proxy Statement or the Annual Report to any stockholder at a shared address to which we have delivered a single copy of these documents. To receive a separate copy of this Proxy Statement or the Annual Report, or to notify us that you wish to receive separate copies of our proxy materials for future annual meetings of our stockholders, write to the attention of Investor Relations at the address of our principal executive offices or call (949) ~~437‑1000.~~437-1000. Stockholders who share an address and are receiving multiple copies of our proxy materials may also request to receive a single copy of this Proxy Statement and the Annual Report or our proxy materials for future annual meetings of our stockholders by writing or calling us at the address or telephone number provided above.

6

~~Table of Contents~~TABLE OF CONTENTS

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The two tables below show the beneficial ownership of certain persons with respect to our common stock, our only outstanding class of voting securities. Except as indicated by the footnotes to these tables, we believe, based on the information furnished or otherwise available to us, that the persons and entities named in these tables have sole voting and investment power with respect to all shares of common stock shown as beneficially owned by them, subject to applicable community property laws.

We have determined beneficial ownership as shown in these tables in accordance with the rules of the SEC. In accordance with these rules, in computing the number of shares of our common stock beneficially owned by a person and the percentage ownership of that person, we deemed to be outstanding all shares of our common stock subject to (1) stock options held by that person that are currently exercisable or exercisable within 60 days after March ~~25, 2020,~~22, 2022, and (2) restricted stock units (“RSUs”) held by that person that are subject to vesting and settlement within 60 days after March ~~25, 2020.~~22, 2022. We did not, however, deem these shares outstanding for the purpose of computing the percentage ownership of any other person. We calculated percentage ownership as shown in these tables based on ~~203,696,127~~222,713,200 shares of our common stock outstanding on March ~~25, 2020.~~22, 2022. The information in these tables is not necessarily indicative of beneficial ownership for any other purpose, and the inclusion of any shares in these tables does not constitute an admission of beneficial ownership of the shares.

The following table shows the amount and percentage of our common stock beneficially owned by each holder of more than 5% of the outstanding shares of our common stock:

Name and Address of Beneficial Owner	Common Stock Beneficially Owned		Percent of Common Stock Outstanding
TotalEnergies/TMS(1) 2, place Jean Millier La Défense 6 92400 Courbevoie France		50,711,605		22.8%
BlackRock, Inc.(2) 55 East 52nd Street New York, New York 10055		14,149,739		6.4%
Grantham, Mayo, Van Otterloo & Co. LLC(3) 40 Rowes Wharf Boston, Massachusetts 02110		12,357,746		5.5%

Common

Percent of


Stock

Common

Beneficially

Stock

Name and Address of Beneficial Owner

Owned

Outstanding

TOTAL(1)

67,443,954

33.1
%
2, place Jean Millier

La Défense 6

92400 Courbevoie

France

Dimensional Fund Advisors LP(2)

10,856,983

5.3
%
Building One

6300 Bee Cave Road

Austin, Texas 78746

T. Boone Pickens Trust(3)

13,635,968

6.7
%
C/O BP Capital, L.P.

8117 Preston Road, Suite 260

Dallas, Texas 75225

(1)

~~(1)~~

Based on a Schedule 13D/A filed by ~~TOTAL S.A.~~TotalEnergies S.E. (“~~TOTAL”~~TotalEnergies”) and its direct wholly owned subsidiary ~~Total~~TotalEnergies Marketing Services ~~S.A.~~ (“~~Total Marketing Services”~~TMS”) on June ~~14, 2018~~15, 2021 that reflects shares of common stock beneficially owned as of June ~~13, 2018. The~~14, 2021, and updated to reflect subsequent sales of shares of our common stock ~~beneficially owned consist~~by TMS as reported on a Form 4 filed with the SEC on June 17, 2021. TotalEnergies and TMS have (i) shared voting power over 50,711,605 shares of ~~(i) 50,856,296~~our common stock, which consists of (a) 42,581,801 shares of our common stock that were purchased ~~from us~~ by ~~TOTAL~~TMS pursuant to a stock purchase agreement, dated May 9, 2018, between TMS and ~~(ii) 16,587,658~~the Company, and (b) 8,129,804 shares of common stock that are the subject of a voting agreement, dated May 9, 2018, among ~~Total Marketing Services, us~~TMS, the Company, and all of our then-directors and officers, pursuant to which each such director and officer appointed ~~Total Marketing Services~~TMS as such person’s proxy and attorney-in-fact, and authorized ~~Total Marketing Services~~TMS to represent and vote (or consent, if applicable) all shares of common stock owned or controlled by such person with respect to the election of the individuals designated by ~~Total Marketing Services~~TMS to serve on our Board pursuant to ~~Total Marketing Services’~~TMS’ director designation rights (described below under “Certain Relationships and Related Party Transactions”)~~. TOTAL~~, and ~~Total Marketing Services~~(ii) shared dispositive power over 42,581,801 shares of our common stock. TotalEnergies and TMS have expressly disclaimed beneficial ownership of any shares of common stock subject to the voting agreement discussed in ~~(ii)~~(i)(b) above.

(2)

Based on a Schedule 13G filed by ~~Dimensional Fund Advisors LP~~BlackRock Inc. on February ~~12, 2020~~4, 2022 that reflects shares of common stock beneficially owned as of December 31, ~~2019.~~2021. According to the Schedule 13G, ~~Dimensional Fund~~

7

~~Table of Contents~~

~~Advisors LP~~BlackRock Inc. has sole voting power with respect to ~~10,333,131~~13,492,002 shares of our common stock and sole dispositive power with respect to ~~10,856,983~~14,149,739 shares of our common stock.

(3)~~Dimensional Fund Advisors LP, an investment adviser registered under Section 203~~

Based on a Schedule 13G filed by Grantham, Mayo, Van Otterloo & Co. LLC (“Grantham”) on February 11, 2022 that reflects shares of common stock beneficially owned as of December 31, 2021. According to the ~~Investment Advisors Act of 1940, furnishes investment advice~~Schedule 13G, Grantham has sole voting power and sole dispositive power with respect to four investment companies registered under the Investment Company Act of 1940, and serves as investment manager or sub-adviser to certain other commingled funds, group trusts and separate accounts (such investment companies, trusts and accounts, collectively referred to as the “Funds”). In certain cases, subsidiaries of Dimensional Fund Advisors LP may act as an adviser or sub-adviser to certain Funds. In its role as investment advisor, sub-adviser and/or manager, Dimensional Fund Advisors LP or its subsidiaries (collectively, “Dimensional”) may possess voting and/or investment power over12,357,746 shares of our common ~~stock that are owned by~~stock.

7

TABLE OF CONTENTS

The following table shows the ~~Funds,~~amount and ~~may be deemed to be the beneficial owner of shares~~percentage of our common stock ~~held~~beneficially owned on March 22, 2022 by ~~the Funds. However, all shares~~each of our ~~common stock reported in the table above are owned~~named executive officers and current directors and by ~~the Funds. Dimensional disclaims beneficial ownership~~all of ~~such securities.~~our current executive officers and directors as a group:

Name of Beneficial Owner	Common Stock Beneficially Owned
Name of Beneficial Owner	Number		%
Andrew J. Littlefair(1)		2,561,156		1.1%
Robert M. Vreeland(2)		727,189		*
Mitchell W. Pratt(3)		1,171,595		*
Barclay F. Corbus(4)		1,151,200		*
Lizabeth Ardisana(5)		127,000		*
Karine Boissy-Rousseau		—		—
James C. Miller III(6)		390,501		*
Lorraine Paskett		—		—
Stephen A. Scully(7)		438,618		*
Kenneth M. Socha(8)		449,258		*
Vincent C. Taormina(9)		546,518		*
Parker Weil(10)		117,000		*
Laurent Wolffsheim		—		—
All current executive officers and directors as a group (13 persons)(11)		7,680,035		3.4%

*

~~(3) The T. Boone Pickens Trust became the beneficial owner of these shares of common stock upon the passing of Mr. Pickens in September 2019.~~

Represents less than 1%.

(1)

Beneficial ownership consists of (a) ~~565,000~~1,135,762 shares of common stock subject to stock options currently exercisable or exercisable within 60 days after March ~~25, 2020,~~22, 2022, and (b) ~~13,070,968~~1,425,394 shares of outstanding common stock held directly.

The following table shows the amount and percentage of our common stock beneficially owned on March 25, 2020 by each of our named executive officers and current and nominated directors and by all of our current executive officers and directors as a group:

Common Stock

Beneficially Owned

Name of Beneficial Owner

Number

%

Andrew J. Littlefair(1)

2,502,306

1.2
%
Robert M. Vreeland(2)

654,098

*

Mitchell W. Pratt(3)

1,188,204

*

Barclay F. Corbus(4)

1,027,352

*

Lizabeth Ardisana(5)

52,000

*

Philippe Charleux

—

—

John S. Herrington(6)

654,109

*

James C. Miller III(7)

380,501

*

Philippe Montantême

—

—

James E. O’Connor(8)

336,618

*

Stephen A. Scully(9)

363,618

*

Kenneth M. Socha(10)

439,258

*

Vincent C. Taormina(11)

536,518

*

All current executive officers and directors as a group (13 persons)(12)

8,134,582

3.9
%

* Represents less than 1%.

~~(1)~~

(2)

Beneficial ownership consists of (a) ~~1,030,069~~486,398 shares of common stock subject to stock options currently exercisable or exercisable within 60 days after March ~~25, 2020,~~22, 2022, and (b) ~~1,472,237~~240,791 shares of outstanding common stock held directly.

~~(2)~~

(3)

Beneficial ownership consists of (a) ~~375,581~~429,828 shares of common stock subject to stock options currently exercisable or exercisable within 60 days after March ~~25, 2020, and (b) 278,517 shares of outstanding common stock held directly.~~

~~(3) Beneficial ownership consists of (a) 520,399 shares of common stock subject to stock options currently exercisable or exercisable within 60 days after March 25, 2020~~22, 2022 and held directly or by the Pratt Family Trust, over which Mr. Pratt possesses sole voting and investment control, and (b) ~~667,805~~741,767 shares of outstanding common stock held directly or by the Pratt Family Trust.

8

(4)

~~Table of Contents~~

~~(4)~~ Beneficial ownership consists of (a) ~~507,426~~566,243 shares of common stock subject to stock options currently exercisable or exercisable within 60 days after March ~~25, 2020,~~22, 2022, and (b) ~~519,926~~584,957 shares of outstanding common stock held directly or by an individual retirement account for the benefit of Mr. Corbus.

(5)

Beneficial ownership consists of (a) ~~42,000~~97,000 shares of common stock subject to stock options currently exercisable or exercisable within 60 days after March ~~25, 2020;~~22, 2022; and (b) ~~10,000~~30,000 shares of outstanding common stock held directly.

(6)

Beneficial ownership consists of (a) ~~249,500~~219,500 shares of common stock subject to stock options currently exercisable or exercisable within 60 days after March ~~25, 2020 and held directly or by the J&L Herrington 2002 Family Trust, over which Mr. Herrington possesses sole voting and investment control,~~22, 2022, and (b) ~~404,609 shares of outstanding common stock held by the J&L Herrington 2002 Family Trust.~~

~~(7) Beneficial ownership consists of (a) 249,500 shares of common stock subject to stock options currently exercisable or exercisable within 60 days after March 25, 2020, and (b) 131,001~~171,001 shares of outstanding common stock held directly or by a trust over which Mr. Miller possesses shared voting and investment control.

~~(8)~~

(7)

Beneficial ownership consists of (a) ~~209,500~~239,500 shares of common stock subject to stock options currently exercisable or exercisable within 60 days after March ~~25, 2020, and (b) 127,118 shares of outstanding common stock held by the James E. O’Connor Revocable Trust, over which Mr. O’Connor possesses sole voting and investment control.~~

~~(9) Beneficial ownership consists of (a) 164,500 shares of common stock subject to stock options currently exercisable or exercisable within 60 days after March 25, 2020,~~22, 2022, and (b) 199,118 shares of outstanding common stock held by the Scully Family Trust, over which Mr. Scully possesses sole voting and investment control.

~~(10)~~

(8)

Beneficial ownership consists of (a) ~~249,500~~219,500 shares of common stock subject to stock options currently exercisable or exercisable within 60 days after March ~~25, 2020,~~22, 2022, (b) 30 shares of outstanding common stock held in a Uniform Transfers to Minors Act account for which Mr. Socha is the custodian and over which Mr. Socha possesses sole voting and investment control, and (c) ~~189,728~~229,728 shares of outstanding common stock held directly.

~~(11)~~

(9)

Beneficial ownership consists of (a) ~~249,500~~259,500 shares of common stock subject to options currently exercisable or exercisable within 60 days after March ~~25, 2020,~~22, 2022, and (b) 287,018 shares of outstanding common stock held by the Vincent C. Taormina REV Intervivos Trust UAD 5/14/84, over which Mr. Taormina possesses sole voting and investment control.

~~(12)~~

(10)

Beneficial ownership consists of ~~(a) 3,847,475~~117,000 shares of common stock subject to stock options currently exercisable or exercisable within 60 days after March ~~25, 2020,~~22, 2022.

(11)

Beneficial ownership consists of (a) 3,770,231 shares of common stock subject to stock options currently exercisable or exercisable within 60 days after March 22, 2022, and (b) ~~4,287,107~~3,909,804 shares of outstanding common stock held directly by our executive officers and directors, by individual retirement accounts for the benefit of a director or executive officer, or by trusts or a Uniform Transfers to Minors Act account over which an executive officer or director possesses voting and investment control.

9

8

~~Table of Contents~~TABLE OF CONTENTS

PROPOSAL 1

ELECTION OF DIRECTORS

General

Our Board, acting pursuant to our amended and restated bylaws, has determined that the number of directors constituting the full Board is to be ten. James E. O’Connor, a current director, has not been nominated for re-election at the Annual Meeting and will no longer serve on the Board following the election of directors at the Annual Meeting and, as a result, there will exist a vacancy on the Board immediately following the Annual Meeting. Accordingly, uponUpon the recommendation of our nominating and corporate governance committee, the Board nominated Andrew J. Littlefair, Stephen A. Scully, Lizabeth Ardisana, ~~Philippe Charleux, John S. Herrington,~~Karine Boissy-Rousseau, James C. Miller III, ~~Philippe Montantême,~~Lorraine Paskett, Kenneth M. Socha, ~~and~~ Vincent C. Taormina, Parker Weil and Laurent Wolffsheim for election as members of the ~~Board.~~Board at the Annual Meeting. Each of our director nominees, other than Messrs. ~~Charleux,~~ Littlefair ~~Montantême~~and Wolffsheim and Mses. Boissy-Rousseau and Paskett, are independent directors within the meaning of applicable rules of The Nasdaq Stock Market LLC (“Nasdaq”).~~You are being asked to vote on the election of each of these nine director nominees.~~ ~~At the Annual Meeting, proxies cannot be voted for a greater number of individuals than the nine nominees named in this Proxy Statement.~~

Each of the nominees is a current director of our Company and, except for Mr. ~~Charleux~~Wolffsheim and ~~Ms. Ardisana,~~Mses. Boissy-Rousseau and Paskett, was elected by our stockholders at our ~~2019~~2021 annual meeting of stockholders. ~~Messrs. Montantême~~Ms. Paskett was appointed as a director in December 2021 after being initially recommended for appointment to the Board by our Chief Executive Officer. Mr. Wolffsheim and ~~Charleux~~Ms. Boissy-Rousseau were appointed as directors in September ~~2018~~2021 and ~~February 2020,~~December 2021, respectively, and are each being nominated for election at the Annual Meeting pursuant to director designation rights granted to ~~Total Marketing Services~~TMS in June ~~2018, in a transaction described under~~2018. See “Certain Relationships and Related Party Transactions” ~~below. Ms. Ardisana was appointed as a~~below for further information about the director ~~in December 2019 and was initially recommended as a director candidate by Messrs. Littlefair and Socha.~~

designation rights granted to TMS.

Upon election at the Annual Meeting, each director will serve a ~~one‑year~~one-year term until the next annual meeting of our stockholders and until his or her respective successor is duly elected and qualified or until his or her earlier resignation or removal. Each of the Board’s director nominees has agreed to serve if elected, and, as of the date of this Proxy Statement, we have no reason to believe any nominee will be unable or unwilling to serve as a director if elected. If, however, any nominee is unable to serve, or for good cause will not serve, as a director at the time of the Annual Meeting, the persons who are designated as proxies may vote your shares, in their discretion, for another nominee that may be proposed by the Board or the Board may choose to reduce the size of the Board.

We, as a matter of policy, encourage our directors to attend meetings of our stockholders and, in ~~2019, all~~2021, seven (7) of our then-current directors attended our annual meeting.

Director Nominees

The names of the director nominees, their ages as of the date of this Proxy Statement, their current positions and offices with our Company and other information about their professional backgrounds are shown below. We believe each of these nominees contributes to the Board’s effectiveness as a whole based on the wealth of executive leadership experience they bring to the Board, as well as the other specific attributes, qualifications and skills described below. There are no family relationships between any director, executive officer or person nominated or chosen to become a director or executive officer of our Company, and except as described under “General” above with respect to

10

~~Table of Contents~~

~~Messrs. Montantême~~ Ms. Boissy-Rousseau and ~~Charleux,~~Mr. Wolffsheim, there are no arrangements or understandings between any director or nominee and any other person pursuant to which such individual was or is selected as a director or nominee.


Name of Director Nominee	~~Age~~	Age		Position(s) and Office(s)
Andrew J. Littlefair	59	61		President, Chief Executive Officer and Director
Stephen A. Scully	60	62		Chairman of the Board
Lizabeth Ardisana	68	70		Director
~~Philippe Charleux~~ Karine Boissy-Rousseau	58	48		Director
~~John S. Herrington~~	80		~~Director~~
James C. Miller III	77	79		Director
~~Philippe Montantême~~ Lorraine Paskett	60	54		Director
Kenneth M. Socha	73	75		Director
Vincent C. Taormina	64	66		Director
Parker A. Weil		56		Director
Laurent Wolffsheim		50		Director

9

TABLE OF CONTENTS

Andrew J. Littlefair, one of our founders, has served as our President, Chief Executive Officer and a director since June 2001. From 1996 to 2001, Mr. Littlefair served as President of Pickens Fuel Corp., and from 1987 to 1996, Mr. Littlefair served in various management positions at Mesa, Inc., an energy company. From 1983 to 1987, Mr. Littlefair served in the Reagan Administration as a Staff Assistant to the President. Mr. Littlefair served as Chairman of NGV America, the leading U.S. advocacy group for natural gas vehicles, from March 1993 to March 2011. Mr. Littlefair has served on the board of directors of Hilltop Holdings Inc. (formerly PlainsCapital Corporation), a reporting company under the Securities Exchange Act of 1934, as amended (“Exchange Act”), since 2009. Mr. Littlefair earned a B.A. from the University of Southern California.

Mr. Littlefair brings to our Board his experience as a co-founder and the Chief Executive Officer of our Company, which gives him unique insight into our ~~Company's~~Company’s operations, challenges and opportunities.

Stephen A. Scully has served as a director of our Company since January 2014 and was appointed as Chairman of the Board on January 1, 2018. Mr. Scully was founder and President of the Scully Companies, a ~~California‑based~~California-based truck leasing and specialized contract carriage provider. He started the Scully Companies immediately after graduating from the University of Southern California in 1981 and subsequently sold it to Ryder System in January 2011. The Scully Companies was the largest independent asset-based logistics provider in the western United States. Since selling the Scully Companies, Mr. Scully has been a private investor. Additionally, he was the Chairman of the Board of the National Truck Leasing System from 1999 to 2010, a board member of the Truck Rental and Leasing Association from 1990 to 1999, a board member of Ameriquest Transportation and Logistics Resources from 2007 to 2008 and is a former member of the California Trucking Association.

Mr. Scully brings to our Board the insight of a successful entrepreneur and operator, as well as extensive knowledge of the trucking industry.

Lizabeth Ardisana has served as a director of our Company since December 2019.Ms. Ardisana is the chief executive officer and the principal owner of the firm ASG Renaissance, LLC, which she founded in 1987. ASG Renaissance is a technical and communication services firm with experience providing services to clients in the automotive, environmental, defense, construction, healthcare, banking, and education sectors. Ms. Ardisana is also chief executive officer of Performance Driven Workforce, LLC, a scheduling and staffing firm that was founded in 2015 and has since expanded into five states. Ms. Ardisana, a Hispanic and female business owner, is an active business and civic leader in Michigan. Ms. Ardisana has held numerous leadership positions in a variety of non-profit organizations, including the United Way for Southeastern Michigan (where she serves as chair), Skillman Foundation, CS Mott Foundation, Kettering University, Metropolitan Affairs Coalition and Focus: Hope. She was appointed by the governor of Michigan to the executive board of the Michigan Economic Development Corporation and serves on its finance committee. Ms. Ardisana is also vice chair of the Wayne State University Physicians Group where she serves on the audit committee. She holds a bachelor’s degree in Mathematics and Computer Science from the University of Texas, a master’s degree in Mechanical Engineering from the University of Michigan and a master’s degree in Business Administration from the University of Detroit. Ms. Ardisana has been a member of the board of directors of Huntington Bancshares Inc. since 2016 and was a member of the board of directors of FirstMerit Corporation from 2013 to 2016.

11

~~Table of Contents~~

Ms. Ardisana brings to our Board key experience and relationships in the automotive and environmental industries, as well as skills acquired through serving as a chief executive officer and as a member of multiple public and private company boards.

~~Philippe Charleux~~Karine Boissy-Rousseau has served as a director of our Company since ~~February 2020. Since 2017, Mr. Charleux~~December 2021. Ms. Boissy-Rousseau has ~~been~~served as Senior ~~Vice-President Lubricants~~Vice President New Mobility and ~~Specialties~~Marketing of ~~TMS; he is also a member~~TMS since September 1, 2021. Before that, Ms. Boissy-Rousseau was President of ~~Total’s Group Performance Management Committee. Mr. Charleux began his career with Total in 1986 as a research engineer, and in 1991, he became a process model engineer~~Air Liquide Hydrogen Mobility & Energy, where she led the development of hydrogen activities in the ~~Refining Division. From 1993~~transportation sector for North America since 2019. Prior to ~~1994, he headed the Import / Export desk of Elf Hydrocarbons, and from 1994 to 1996, he~~that, she was ~~the personal assistant of the~~ Managing Director of ~~the Mitteldeutsche Erdöl Raffinerie Construction project in Leuna, Germany. In 1996, he was appointed Head of the Product Quality Department at Elf Antar France,~~Air Liquide Benelux Industries from 2016 to 2019 and then headed that company’s Strategy team from 1999 to 2000. From 2000 to 2003, he worked as Senior Strategy Consultant for TotalFinaElf and became General Manager for HFO sales and then General Manager Bitumen of Total France from 2006 to 2009. In November 2009, he was appointed Vice President of Total ACS (Additives & Special fuels) in Lyon, and in 2012 he became General Manager of ~~Commercial Sales at Total France. In July 2013, he became Vice President Lubricants and Chief Executive Officer of Total Lubrifiants, SA. Mr. Charleux~~Air Liquide France Industries in Paris from 2012 to 2016. Ms. Boissy-Rousseau holds a Master’s degree in ~~Chemistry and~~ Chemical Engineering from ~~the École Supérieure de Chimie Physique Électronique de Lyon.~~Ecole Nationale des Industries Chimiques, Nancy and also a Master’s degree in Marketing and Management from Conservatoire National des Arts et Métiers, Paris.

~~Mr. Charleux~~

10

TABLE OF CONTENTS

Ms. Boissy-Rousseau was appointed as a director pursuant to director designation rights granted to ~~Total Marketing Services~~TMS in June 2018, in a transaction described under “Certain Relationships and Related Party Transactions” below. ~~Mr. Charleux~~Ms. Boissy-Rousseau brings to our Board extensive ~~natural gas and energy industry~~renewable fuels experience, significant management skills and key relationships within the ~~TOTAL~~TotalEnergies group.

~~John S. Herrington~~ has served as a director of our Company since November 2005. For over a decade, Mr. Herrington has been a self‑employed businessman and 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 Assistant to the President and Assistant Secretary of the U.S. 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.

Mr. Herrington brings to our Board a profound understanding of energy markets and policy gained during his service as the U.S. Secretary of Energy. Mr. Herrington also contributes the perspective of an entrepreneur, the legal insight of an attorney and the discipline of an officer in the U.S. Marine Corps.

James C. Miller III has served as a director of our Company since May 2006. Mr. Miller served on the board of governors of the United States Postal Service from April 2003 to December 2011 and as its Chairman from January 2005 to 2008. Mr. Miller served on the board of directors of the Washington Mutual Investors Fund from October 1992 to December 2017. 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. In 2017, Mr. Miller began serving as a Senior Fellow of the Administrative Conference of the United States, an independent federal agency dedicated to improving the administrative process. Mr. Miller earned a B.B.A. from the University of Georgia and a Ph.D. from the University of Virginia.

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

~~Philippe Montantême~~ Lorraine Pasketthas served as a director of our Company since ~~September 2018, when he was appointed to the Board pursuant to Total Marketing Services’ director designation rights described elsewhere in the Proxy Statement. Mr. Montantême~~December 2021. Ms. Paskett has served as ~~Senior~~the Vice President ~~Strategy Marketing Research of Total Marketing Services~~at AES Corporation since ~~July 2013. Mr. Montantême joined~~April 2021 where she oversees all external policy and market rule development matters in California which include supporting a transition from fossil energy to renewable and zero carbon energy resources, renewable energy developments, energy storage, and future opportunities for advanced fuels. Before AES Corporation, Ms. Paskett founded Cambridge LCF Group, LLC, where she served from June 2012 to April 2021. Cambridge LCF Group, LLC provided strategic advice for companies in the ~~TOTAL group of companies (referred~~gas and electric sectors with a focus on advanced fuels and climate. Prior to ~~as the “TOTAL Group”) in 1984 and~~that, Ms. Paskett served in various ~~operational~~ positions ~~in France~~(notably at PG&E, First Solar and ~~Africa. He joined~~LADWP) as well as holding government positions. From December 2015 to January 2020, Ms. Paskett served on the ~~Strategy Development team~~Metropolitan Water District board of

12

~~Table~~ directors representing the City of ~~Contents~~

Los Angeles and served on the ~~TOTAL Group in 1984, and became Head~~board of ~~Strategy~~directors for the ~~TOTAL Group’s downstream activities~~California Hydrogen Business Council, and was a Highspeed Rail Authority Commissioner, representing the California State Senate. Ms. Paskett holds a bachelor’s degree in ~~Africa~~Political Science from CSU Sacramento and ~~the Middle East in 1996. From 1999 to 2004, Mr. Montantême occupied several positions in the TOTAL Group’s Lubricants business unit, including Head~~a juris doctorate degree from McGeorge School of the Global Supply Chain. From 2005 to 2011, he served as Vice President of the TOTAL Group’s Special Fluids business unit, and from 2011 to 2013, he returned to the TOTAL Group’s Lubricants business unit to serve as Vice President. Mr. Montantême graduated as a Chemical Engineer from the École Nationale Supérieure de Chimie in Toulouse and holds an MBA from the EM Lyon Business School.

Mr. Montantême was appointed as a director pursuant to director designation rights granted to Total Marketing Services in June 2018, in a transaction described under “Certain Relationships and Related Party Transactions” below. He Law.

Ms. Paskett brings to our Board extensive ~~natural gas~~experience in the energy, water and environmental sectors and is an industry leader in energy ~~industry experience, significant management skills~~market reform, climate change policy, and ~~key relationships within the TOTAL group.~~

renewable energy market development.

Kenneth M. Socha has served as a director of our Company since January 2003. From 1995 until his retirement at the end of 2014, Mr. Socha served as a Senior Managing Director of Perseus, L.L.C., a private equity fund management company. Previously, Mr. Socha practiced corporate and securities law as a partner in the New York office of Dewey Ballantine. Mr. Socha earned an A.B. from the University of Notre Dame and a J.D. from Duke University Law School.

Mr. Socha brings to our Board legal insight gained during his distinguished legal career and the perspective and financial acumen of a highly successful private equity investor.

Vincent C. Taormina has served as a director of our Company since April 2008. Mr. Taormina is the former Chief Executive Officer of Taormina Industries, Inc., one of California’s largest solid waste and recycling companies. In 1997, Taormina Industries merged with Republic Services, a ~~publicly‑held~~publicly-held waste handling company that operates throughout the United States. Mr. Taormina served as Regional Vice President of Republic Services from 1997 to 2001, managing the overall operations of eleven western states. Since 2001, Mr. Taormina has served and continues to serve as a consultant to Republic Services and is a private investor. Mr. Taormina is a past President of the Orange County Solid Waste Management Association, past President Elect of the California Refuse Removal Council and a former board member of the Waste Recyclers Council for the National Solid Waste Management Board.

11

TABLE OF CONTENTS

Mr. Taormina brings to our Board the perspective of a highly successful entrepreneur and industry leader in the refuse and recycling industry.

Parker A. Weil has served as a director of our Company since June 2020. Since August 2018, Mr. Weil has served as Vice Chairman of Investment Banking at Cowen and Company (Nasdaq:COWN) and has extensive financial and investment banking experience gained through over 30 years of providing M&A advice and capital raising services to companies in the energy & power, manufacturing, and business services industries. From June 2012 to April 2018, Mr. Weil was Managing Director of investment banking for Stifel Financial Corp. Prior to that, he spent 15 years at Bank of America Merrill Lynch, serving as Managing Director and Group Head — Energy & Power Group and thereafter Group Head — Middle Market Coverage and Execution Group. Since July 2017, he has served on the board of directors of 180 Degree Capital Corp. (Nasdaq:TURN), where he is Chairman of the Compensation Committee and a member of the Audit Committee and the Valuation Committee. Mr. Weil holds a Bachelor of Arts in Economics from the University of Pennsylvania and an MBA in Finance from the Kellogg Graduate School of Management at Northwestern University.

Mr. Weil brings to our Board significant financial and investment banking expertise and extensive knowledge in the energy and power industry. Mr. Weil also contributes business acumen and the perspective and financial acumen of a successful investment banker.

Laurent Wolffsheim has served as a director of our Company since September 2021. Mr. Wolffsheim has served as Senior Vice President, Strategy Growth & People within the Gas Renewables and Power division of TotalEnergies since January 2021. Before that, Mr. Wolffsheim served as Managing Director of Total Exploration & Production Qatar from 2017 to 2020; Vice President Budget & Financial Control for the TotalEnergies group from 2013 to 2017; Strategic Planning Manager within the Refining & Chemicals division of TotalEnergies from 2012 to 2013; Special Projects Manager at Total Refining & Marketing from 2010 to 2011; and Managing Director of Total Polska Sp. z.o.o. from 2007 to 2010. Prior to those positions, Mr. Wolffsheim held various other positions within the TotalEnergies group, where he has been employed since 1995. Mr. Wolffsheim has served on the board of directors of SunPower Corporation (Nasdaq:SPWR) since February 2021. Mr. Wolffsheim holds a degree in engineering from École Centrale de Lyon and a degree in business administration from École Supérieure des Sciences Économiques et Commerciales.

Mr. Wolffsheim was appointed as a director pursuant to director designation rights granted to TMS in June 2018, in a transaction described under “Certain Relationships and Related Party Transactions” below. He brings to our Board significant renewable natural gas and energy industry experience, significant management skills and key relationships within the TotalEnergies group.

Selecting Our Director Nominees

Under its charter and our corporate governance guidelines, our nominating and corporate governance committee is responsible for reviewing with the Board, on an annual basis, the requisite skills and characteristics of potential new Board members, as well as the composition of the Board as a whole. This assessment includes an analysis of each member’s qualifications as a director and each member’s independence, as well as consideration of age, experience and other diversity factors in the context of the needs of the Board.

Minimum Criteria

Pursuant to our corporate governance guidelines, a majority of our directors must meet the standards for independence as required by Nasdaq, and no director may serve on more than three other public company boards of directors unless approved in advance by the Board. Further, applicable Nasdaq rules provide that at least one member of our Board must meet the criteria for an “audit committee financial expert” as defined by SEC rules, and the members of certain of our Board committees must satisfy enhanced independence and financial expertise standards under applicable Nasdaq and SEC rules. We also believe all directors should possess the following attributes:

•

Professional ethics and values, consistent with our code of ethics (described below under “Corporate ~~Governance—~~Governance — Code of Ethics”);

13

12

~~Table of Contents~~TABLE OF CONTENTS

•

A commitment to building stockholder value;

•



Business acumen and broad experience and expertise at the policy-making level in one or more of the areas of particular consideration described under “Key Qualifications, Skills and Attributes” below;

•



The ability to provide insights and practical wisdom based on the individual’s experience or expertise; and

•



Sufficient time to effectively carry out duties as a Board member.

Other than the foregoing, there are no stated minimum criteria for director nominees, and the nominating and corporate governance committee may consider these factors and any such other factors as it deems appropriate. The nominating and corporate governance committee does, however, review the activities and associations of each potential director candidate to ensure there is no legal impediment, conflict of interest or other consideration that might hinder or prevent service on our Board.

Diversity

Although we do not have a formal policy with respect to Board diversity, the nominating and corporate governance committee strives to assemble a board of directors that brings to our Company a variety of perspectives, skills and expertise. ~~In order to~~To achieve this, the nominating and corporate governance committee considers individuals from various disciplines and backgrounds in recommending director nominees to the Board, including diversity characteristics that may be self-identified by directors or director nominees, such as race, gender, military service, or other socioeconomic or demographic characteristics. The nominating committee also seeks to recommend directors who possess a broad range of business, professional, governmental, community involvement and natural gas and energy industry experience.

The nominating and corporate governance committee assesses these and other factors as it deems appropriate in connection with its annual review of each director and the Board as a whole and takes these factors into account when determining whether to nominate existing directors for re-election in connection with this annual review. The nominating and corporate governance committee also takes these factors into account when considering any director nominee outside of its annual review process, such as when a vacancy exists on the Board or when a stockholder suggests a new director candidate that the committee or the Board decides to consider for a mid-year appointment. In addition, as part of its annual ~~self‑evaluation~~self-evaluation process, the nominating and corporate governance committee assesses its consideration of diversity in identifying and evaluating director candidates, including the key qualifications, skills and attributes that it aims for directors to possess.

The nominating and corporate governance committee is committed to further diversifying the Board across a number of metrics, including gender. In September 2018, California enacted a law requiring publicly held corporations whose principal executive offices are located in California to have at least one female director on their boards by the endgender and representatives of ~~the 2019 calendar year and, if our~~underrepresented communities. Our Board ~~maintains its existing size, at least~~appointed three female directors by the end of the 2021 calendar year. Because our principal executive offices are located in California, the nominating and corporate governance committee intends to comply with the requirements of this law on or before the applicable deadlines. Our Board appointedsince 2019, including Ms. Lizabeth Ardisana ~~as a director~~ in December 2019 and ~~the nominating~~each of Ms. Karine Boissy-Rousseau and ~~corporate governance committee~~Ms. Lorraine Paskett in December 2021. Three of our ten directors are female and two of our ten directors self-identify as an “underrepresented minority” as such term is ~~actively reviewing~~defined by Nasdaq Listing Rule 5605(f).

Board Refreshment

Board members with a diversity of life experiences, backgrounds and ~~evaluating~~gender are important to bring a ~~number~~variety of ~~potential female director candidates for appointment or election~~perspectives to our Board, as discussed above under “Diversity.” We aim to regularly bring new directors to our Board at a ~~future date.~~

responsible pace to ensure the Board benefits from fresh ideas and perspectives, while balancing the importance of directors who have experience with our Company.

Board refreshment is a key matter considered during our annual Board and committee self-evaluations. We have refreshed a majority of our Board since 2018, including the retirement of three long-tenured directors and the appointment of three female directors since 2020. The average tenure of our Board members is eight (8) years.

13

TABLE OF CONTENTS

Key Qualifications, Skills and Attributes

The nominating and corporate governance committee regularly reviews the appropriate skills and characteristics required of Board members in the context of the composition of the Board, our operating requirements, and the ~~long-~~

14

~~Table of Contents~~

~~term~~long-term interests of stockholders. When conducting its review of the key qualifications, skills and attributes desired of Board members, the nominating and corporate governance committee particularly considers:


Senior Leadership Experience:		Board members who have served in senior leadership positions, such as a chief executive officer, chairman, senior executive, or leader of significant operations, are important to us because they have the experience and perspective to analyze, shape and oversee the execution of important strategic, operational and policy issues. These Board members’ insights and guidance, and their ability to assess and respond to situations encountered by our Board, may be enhanced by leadership experience at complex businesses or organizations.
	RNG and Conventional Natural Gas and Industry Experience:		Because we are seeking to drive adoption of RNG and conventional natural gas as a vehicle fuel by fleet vehicle operators, primarily in the trucking, airport, refuse, public transit, industrial and institutional energy user and government fleet markets, relevant education or experience in our industry is key for understanding our markets, strategy, risk management and operations.
	Government, Legal, Public Policy and Regulatory Expertise:		Board members who have served in government positions provide experience and insights that help us work constructively with governments and address significant public policy issues. Board members with a background in law can assist the Board and legal team in fulfilling its oversight responsibilities regarding our legal and regulatory compliance and our engagement with regulatory authorities.
	Financial Expertise:		Knowledge of financial markets, financing and funding operations and accounting and financial disclosure and reporting processes is important to have well-represented on our Board. This experience helps our Board members in understanding and overseeing our capital structure, financing and investing activities, as well as our financial reporting and internal controls.
	Public and Private Company Board Experience:		Board members with public and private company board experience understand the dynamics and operations of a corporate board. These matters include the relationship of a company board with senior management personnel, the legal and regulatory landscape in which companies must operate, the importance of particular agenda and oversight issues, and how to oversee an ever-changing mix of strategic, operational and compliance-related matters.
~~Diversity and Board~~ ~~Refreshment:~~	~~Board members with a diversity of~~ ~~life experiences and backgrounds~~ are important to bring a variety of perspectives to our Board, as discussed under “Diversity” above. In addition, we aim to regularly bring new directors to our Board to ensure the Board benefits from fresh ideas and perspectives, while balancing the importance of directors with long tenure and experience with our Company.

From time to time, the nominating and corporate governance committee will also consider such other qualifications, skills and attributes as it deems appropriate given the needs of the Board and the Company to maintain a balance of knowledge, experience, background and capability.

Director Nominee Evaluations

At least annually, our nominating and corporate governance committee leads an evaluation of each of our directors and our Board as a whole and each of its committees. In evaluating whether a current director should continue to serve on our Board, the nominating and corporate governance committee considers a number of factors, including the minimum criteria and diversity goals described above and each director’s qualifications, skills and attributes in the areas identified by the committee as particularly important to our Board. In concluding that each of the director nominees

15

~~Table of Contents~~

should continue to serve as directors of the Company, the nominating and corporate governance committee considered their knowledge, experience and

14

TABLE OF CONTENTS

expertise in these areas as indicated in the table below, which they gained from their professional backgrounds described under “Director Nominees” above.

Director

Senior
Leadership
Experience

RNG and
Natural Gas
and Industry
Experience

Government,
Legal and
Regulatory
Expertise

Financial
Expertise

Company
Board
Experience

~~Director~~

~~Senior~~
~~Leadership~~
~~Experience~~

~~Natural Gas~~
~~and Industry~~
~~Experience~~

~~Government,~~
~~Legal and~~
~~Regulatory~~
~~Expertise~~

~~Financial~~
~~Expertise~~

~~Company~~
~~Board~~
~~Experience~~

~~Board~~
~~Refreshment(1)~~

Andrew J. Littlefair

√

Stephen A. Scully

√

Lizabeth Ardisana

√

~~Philippe Charleux~~

Karine Boissy-Rousseau

√

~~John S. Herrington~~

√

James C. Miller III

√

~~Philippe Montantême~~

Lorraine Paskett

√

Kenneth M. Socha

√

Vincent C. Taormina

√

Parker A. Weil

√

Laurent Wolffsheim

√

~~(1) For purposes of this table, reflects directors whose tenure on our Board is three years or less.~~

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

NAMED IN THIS PROPOSAL 1

16

15

~~Table of Contents~~TABLE OF CONTENTS

PROPOSAL 2

RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED
PUBLIC ACCOUNTING FIRM

General

We are asking our stockholders to ratify the appointment of KPMG LLP as our independent registered public accounting firm for our fiscal year ending December 31, ~~2020.~~2022. KPMG LLP has audited our financial statements annually since 2001. Representatives of KPMG LLP are expected to be present at the Annual Meeting to answer appropriate questions and make a statement if they desire to do so.

Although our amended and restated bylaws do not require that our stockholders approve the appointment of our independent registered public accounting firm, we are submitting the appointment of KPMG LLP to our stockholders for ratification as a matter of good corporate practice. If our stockholders vote against the ratification of the appointment of KPMG LLP, the audit committee of the Board may consider whether to retain the firm. Even if our stockholders ratify the appointment of KPMG LLP, the audit committee of the Board may choose to appoint a different independent registered public accounting firm at any time during the year if the committee determines that such a change would, in its judgment, be in the best interests of our Company and our stockholders.

Independent Registered Public Accounting Firm Fees and Services

The following table shows the aggregate fees billed to us for services rendered by KPMG LLP during the periods presented:

	Year Ended December 31,
	2020 ($)		2021 ($)
Audit Fees(1)		1,278,000		1,588,076
Audit-Related Fees		—		—
Tax Fees		—		—
All Other Fees		—		—
Total		1,278,000		1,588,076

Year Ended December 31,

2018

2019

($)

($)
Audit Fees(1)

1,325,000

1,255,000
Audit-Related Fees

—

—
Tax Fees

—

—
All Other Fees

—

—
Total

1,325,000

1,255,000

(1)

~~(1)~~

Audit fees consist of fees billed for professional services rendered for the audit of our annual consolidated financial statements and review of our interim condensed consolidated financial statements included in our quarterly reports, the audit of our internal control over financial reporting, audits of ~~stand‑alone~~stand-alone financial statements of certain of our subsidiaries, professional services rendered in connection with our filing of various registration statements (such as registration statements on Form ~~S‑8~~S-8 and Form ~~S‑3,~~S-3, including related comfort letters) and other services that are normally provided by KPMG LLP in connection with statutory and regulatory filings or engagements.

~~Pre‑Approval~~

Pre-Approval Policies and Procedures

Pursuant to our audit committee charter, all audit and permitted ~~non‑audit~~non-audit and tax services, as well as the fees and terms of such services, that are provided by our independent registered public accounting firm are pre-approved by the audit committee of the Board. The audit committee may also delegate authority to grant pre-approvals to one or more audit committee members, provided that the pre-approvals are reported to the full audit committee at its regularly scheduled meetings. In considering such services for approval, the audit committee considers, among other things, whether the provision of the services is compatible with maintaining the independence of our independent registered public accounting firm.

All services provided by KPMG LLP in ~~2018~~2020 and ~~2019~~2021 were ~~pre‑approved~~pre-approved by the audit committee in accordance with the foregoing pre-approval policy.

OUR BOARD RECOMMENDS A VOTE “FOR” THE RATIFICATION OF THE APPOINTMENT OF

KPMG LLP AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

17

16

~~Table of Contents~~TABLE OF CONTENTS

PROPOSAL 3

ADVISORY, NON-BINDING VOTE TO APPROVE EXECUTIVE COMPENSATION

The Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010 (“Dodd-Frank Act”) enables our stockholders to vote to approve, on an advisory, non-binding basis, the compensation of our named executive officers as disclosed in this Proxy Statement in accordance with the SEC’s compensation disclosure rules. We currently provide our stockholders the opportunity to vote on such a proposal, commonly known and referred to below as a “say-on-pay” proposal, every year. As a result, following the Annual Meeting, the next vote on a say-on-pay proposal will occur at our 2021 annual meeting of stockholders.

As described in detail under “Compensation Discussion and Analysis” below, our executive compensation program is designed to attract, retain and motivate talented and dedicated executive officers; to reward individual performance and achievement of key corporate objectives without promoting excessive or unnecessary risk-taking; to align the interests of our executives with those of our stockholders; and to provide compensation that we believe is fair in light of an executive’s experience, responsibilities, performance and tenure with our Company and in relation to the compensation provided to other executives of our Company and certain peer companies. Under this program, determinations regarding each named executive officer’s compensation are based on, among other factors, the individual’s performance and contribution to our strategic plans and other business objectives; the Company’s overall performance, in light of business and industry conditions; general industry benchmarks and trends, including the compensation practices of certain peer companies; the level of the individual’s responsibility; the seniority of the individual; the individual’s long-term commitment to our Company; the available pool of individuals with similar skills; principles of pay equity and relative pay; the role of each compensation component in achieving the objectives of our executive compensation program; and the compensation committee’s business judgment and ~~experience~~.experience. Please read the “Compensation Discussion and Analysis” beginning on page 4132 for additional details about our executive compensation program.

We are asking our stockholders to indicate their support for our named executive officer compensation as described in this Proxy Statement. We believe the compensation of our named executive officers is appropriate and serves to both incentivize and retain our highly skilled executive leadership team. Attracting, retaining and motivating key executives is crucial to our success. This say-on-pay proposal gives our stockholders the opportunity to indicate whether they approve of our named executive officers’ compensation. This vote is not intended to address any specific component of compensation, but rather relates to the overall compensation of our named executive officers and our executive compensation philosophy, policies and practices described in this Proxy Statement in accordance with the SEC’s compensation disclosure rules. Accordingly, we ask that our stockholders vote “FOR” the following resolution at the Annual Meeting:

“RESOLVED, that the Company’s stockholders approve, on an advisory, non-binding basis, the compensation of the Company’s named executive officers, as disclosed in the Company’s Proxy Statement for its ~~2020~~2022 Annual Meeting of Stockholders pursuant to the compensation disclosure rules of the Securities and Exchange Commission, including the Compensation Discussion and Analysis, the Summary Compensation Table and the other related tables and disclosure included therein.”

This say-on-pay proposal is being provided as required by Section 14A of the Exchange Act and is advisory and therefore not binding on the Company, the compensation committee or our Board in any way. Our Board and our compensation committee value the opinions of our stockholders, and to the extent there is any significant vote against the named executive officer compensation as disclosed in this Proxy Statement, we will consider our stockholders’ concerns and the compensation committee will evaluate whether any actions are necessary to address these concerns.

Our current policy is to provide stockholders with an opportunity to vote on the compensation of our named executive officers each year at the annual meeting of stockholders. It is expected that the next such advisory vote will occur at the ~~2021~~2023 annual meeting of stockholders.

OUR BOARD RECOMMENDS A VOTE “FOR” THE APPROVAL OF THE COMPENSATION OF

OUR NAMED EXECUTIVE OFFICERS, AS DISCLOSED IN THIS PROXY STATEMENT

PURSUANT TO THE COMPENSATION DISCLOSURE RULES OF THE SEC

18

17

~~Table of Contents~~TABLE OF CONTENTS

PROPOSAL ~~NO.~~ 4

APPROVAL OF THE ~~AMENDMENT TO THE CLEAN ENERGY FUELS CORP.~~

~~2016 PERFORMANCE INCENTIVE~~COMPANY’S
2022 EMPLOYEE STOCK PURCHASE PLAN

General

At the Annual Meeting, stockholders will be asked to approve the 2022 Employee Stock Purchase Plan and the reservation of 2,500,000 shares of our common stock for issuance under the New ESPP. The ~~Company’s long-term incentive compensation program is implemented under~~New ESPP was adopted by the Board, subject to stockholder approval, on April 6, 2022.

The Company currently maintains the Clean Energy Fuels Corp. ~~2016 Performance Incentive Plan. The 2016~~Employee Stock Purchase Plan ~~emphasizes achievement of long-term performance and shareholder value creation.~~

On February 26, 2020, the Board approved amending and restating the 2016 Plan, subject to shareholder approval. At the Annual Meeting, we are asking our stockholders to approve the following amendments set forth in the amended and restated 2016 Plan:

·

~~Increase in Aggregate Share Limit~~(the “Old ESPP”). ~~The 2016 Plan currently limits the aggregate number of shares of the Company’s common stock that may be delivered pursuant to all awards granted under the 2016 Plan to 6,050,000 shares,~~ ~~plus~~ any shares of common stock subject to outstanding awards under the Clean Energy Fuels Corp. Amended and Restated 2006 Equity Incentive Plan (the “2006 Plan”) and the Clean Energy Fuels Corp. Amended and Restated 2002 Stock Option Plan (the “2002 Plan”) that expire, are cancelled, or otherwise terminate after the date of the Company’s 2016 annual meeting in which the 2016 Plan was originally approved by our stockholders. The proposed amendment would increase this limit by an additional 18,800,000 shares so that the new aggregate share limit for the 2016 Plan would be 24,850,000 shares, ~~plus~~ any shares of common stock subject to outstanding awards under the 2006 Plan and the 2002 Plan that expire, are cancelled, or otherwise terminate after the date of the Company’s 2016 annual meeting. If this proposal is approved, in no event will the new share limit exceed 39,394,159. The proposed amendments would also increase the limit on the number of shares that may be delivered pursuant to “incentive stock options” granted under the 2016 Plan by 18,800,000 shares for a new limit of 24,850,000 incentive stock options. For purposes of clarity, any shares that are delivered pursuant to incentive stock options also count against (and are not in addition to) the aggregate 2016 Plan share limit described above.

·

~~Extension of Plan Term.~~ ~~The 2016 Plan is currently scheduled to expire on February 15, 2026. The proposed amendments would extend our ability to grant new awards under the 2016 Plan until February 26, 2030.~~

·

~~Removal of Limit on Certain Types of Awards; Section 162(m) of the Internal Revenue Code~~. The Tax Cut and Jobs Act of 2017 removed the performance-based compensation deductibility exception under Section 162(m) of the Code. Given this change to the tax code, the proposed amendment to the 2016 Plan would remove certain limits from the plan on the maximum number of options, stock appreciation rights, restricted stock and restricted stock unit awards, and other awards that may be granted in any fiscal year to any one participant since those limits had previously been included to satisfy the requirements of Section 162(m). Furthermore, provisions of the 2016 Plan that provided flexibility to grant performance-based compensation satisfying the compensation deductibility exception under Section 162(m) of the Code have been removed from the proposed amendment since that deductibility exception is no longer applicable to any new award grant. The Company may continue to grant performance-based awards under the 2016 Plan; only the provisions related to the performance-based compensation exception of Section 162(m) have been removed since that exception no longer applies to new award grants.

As of March ~~25, 2020,~~15, 2022, a total of ~~11,187,803~~1,796,912 shares of common stock were available for new option grants under the Old ESPP, before giving effect to outstanding purchase rights for the currently in-progress offering period that will end on June 30, 2022. If stockholders approve the New ESPP, the Old ESPP will terminate following the conclusion of the currently in-progress offering period on June 30, 2022, and the shares available under the Old ESPP will no longer be available for option awards under either the Old ESPP or the New ESPP (i.e., the New ESPP does not have a “pour over” feature). If stockholders do not approve the New ESPP, the Company will continue to have the authority to grant new options under the Old ESPP until the term of the Old ESPP expires in 2023. If stockholders approve the New ESPP, the first offering period under the New ESPP is expected to begin on July 1, 2022.

Under the New ESPP, shares of the Company’s common stock ~~were then subject to outstanding awards granted under the 2016 Plan, and only 169,927 shares of the Company’s common stock were then~~will be available for ~~new award grants under~~purchase by eligible employees who elect to participate in the ~~2016 Plan (assuming that all outstanding performance-based awards are paid-out at the maximum performance level). The proposed amendments would increase the reserved shares under the plan~~New ESPP. Eligible employees will be entitled to purchase, by ~~18,800,000 shares. Based solely on the closing price~~means of payroll deductions, limited amounts of the Company’s common shares during periodic “Offering Periods” as ~~reported by~~described below at a discount from the ~~Nasdaq on March 25, 2020, the maximum aggregate~~then current market ~~value of the additional 18,800,000 new shares that could be issued under the 2016 Plan is approximately $30,456,000. All of the share numbers reported in this paragraph are actual share~~

19

~~Table of Contents~~

~~amounts, and do not give effect to the 1.5 to 1 fungible share counting ratio contained in the 2016 Plan that is described in more detail below.~~

The Company believes that incentives and stock‑based awards focus employees on the objective of creating stockholder value and promoting the success of the Company, and that incentive compensation plans like the 2016 Plan are an important attraction, retention and motivation tool for participants in the plan.price. The Board believes that the ~~number~~New ESPP will continue to help the Company retain and motivate eligible employees and will continue to help further align the interests of eligible employees with those of the Company’s stockholders. No purchase rights will be exercised and no shares ~~currently available~~will be issued under the 2016 Plan does not give the Company sufficient authority and flexibility to adequately provide for future incentives. The Board believes that the additional shares give the Company greater flexibility to structure future incentives and better attract, retain and award key employees.

~~If shareholders do not approve this proposal, the current share limits under, and the other terms and conditions~~New ESPP without stockholder approval.

A general description of the ~~2016 Plan will continue in effect.~~

~~Key Features of the 2016 Plan~~

~~Some of the key features of the 2016 Plan are highlighted~~New ESPP is set forth below. This ~~section~~description is qualified in its entirety by the ~~full text~~terms of the ~~2016 Plan,~~New ESPP, a copy of which ~~appears~~is attached to this Proxy Statement as Annex A.

Administration

It is anticipated the compensation committee will serve as the Plan Administrator, and as such will have full authority to ~~this Proxy Statement.~~

·

~~No Evergreen Feature.~~ ~~The 2016 Plan~~ ~~does not~~ ~~include any “evergreen feature” that automatically increases the shares available for issuance under the 2016 Plan each year.~~

adopt such rules and procedures as it may deem necessary for proper plan administration and to interpret the provisions of the New ESPP.

·

~~No Repricings Without Stockholder Approval.~~ Shares Available Under the New ESPP~~The 2016 Plan expressly prohibits the Company from repricing or buying‑out options and stock appreciation rights (“SARs”) without stockholder approval.~~

·

~~Change in Control Definition.~~ A total of 2,500,000 shares of common stock are authorized for purchase over the term of the New ESPP, subject to adjustment in the event of a stock split, stock dividend, combination or reclassification or similar event. If stockholders approve the New ESPP, the Old ESPP will terminate following the conclusion of the currently in-progress offering period on June 30, 2022, and the shares available under the Old ESPP will no longer be available for option awards under either the Old ESPP or the New ESPP (i.e., the New ESPP does not have a “pour over” feature).~~The change in control provisions under the 2016 Plan require the actual occurrence of a qualifying transaction.~~

·

~~No “Single Trigger” Change in Control Provision.~~ Offering PeriodsThe 2016 Plan does not require automatic vesting of outstanding awards upon the occurrence of a change in control of the Company. Instead, outstanding awards may be assumed, exchanged, or otherwise continued following the change in control, and outstanding awards will only vest if they are not assumed, exchanged or otherwise continued and terminate in connection with the change in control, or if the terms of the individual awards require accelerated vesting.

·

~~No Change in Control Gross‑Ups.~~ The 2016 Plan does not include any gross‑up payment for golden parachute excise taxes that may be triggered under Sections 280G and 4999 of the Internal Revenue Code (the “Code”) as a result of a change in control of the Company.

·

~~No Reload Options.~~ ~~The 2016 Plan does not provide for the grant of reload options.~~

·

~~No Liberal Share Recycling Provisions.~~ Any shares that are not issued or that are tendered back to the Company as payment for any options, SARs or other “full value” awards, as well as any shares withheld or tendered to satisfy tax withholding obligations related to options, SARs or other “full value” awards, ~~will not~~ again be available for new grants under the 2016 Plan. In addition, the gross number of shares for which a SAR award is exercised, and not the number of shares actually issued, will count against the share limits of the 2016 Plan. Any shares repurchased with the proceeds of any option exercise price will not be available for new grants under the 2016 Plan.

·

~~Vesting Requirements for Dividends and Dividend Equivalents~~. Any dividends and/or dividend equivalents on unvested awards are subject to termination and forfeiture to the same extent as the corresponding portion of the unvested award to which they relate. If the underlying unvested award is forfeited, the dividends and/or dividend equivalents on the unvested awards will also be forfeited.

20

The New ESPP is expected to be implemented through two offering periods per calendar year, with each offering period lasting six months. The Plan Administrator may alter the duration of future offering periods in advance without stockholder approval. Each participant is granted a separate purchase right to purchase shares of common stock for each offering period in which he or she participates. Purchase rights under the New ESPP are granted on the start date of each offering period in which the participant participates and are automatically exercised on the last day of the offering period. Each purchase right entitles the participant to purchase the whole number of shares of common stock obtained by dividing the participant’s payroll deductions for the offering period by the purchase price in effect for such period.

18

~~Table of Contents~~TABLE OF CONTENTS

·

~~Minimum Vesting.~~ Eligibility

Except as described ~~below, all awards granted under the 2016 Plan must have a minimum vesting period of one year and no portion of an award may vest earlier than the first anniversary of the grant date of the award.~~

~~Please see the following section for a more detailed summary of the principal terms of the 2016 Plan.~~

~~Summary Description of the 2016 Plan~~

~~The principal terms of the 2016 Plan are summarized below. The following summary is qualified~~ in ~~its entirety by the full text of the 2016 Plan, which appears as~~ ~~Annex A~~ to this ~~Proxy Statement.~~

~~Purpose.~~ The purpose of the 2016 Plan is to promote the success of the Company and the interests of our stockholders by providing an additional means for us to attract, motivate, retain and reward selected employees and other eligible persons through the grant of awards. Equity‑based awards are also intended to further align the interests of award recipients and our stockholders.

~~Administration.~~ Our Board or one or more committees appointed by our Board will administer the 2016 Plan. Our Board has delegated general administrative authority for the 2016 Plan to the compensation committee. A committee may delegate some or all of its authorityparagraph with respect to ~~the 2016 Plan to another committee of directors, and~~ certain ~~limited authority to grant awards to~~foreign employees, may be delegated to one or more officers of the Company. (The appropriate acting body, be it the Board, a committee within its delegated authority, or an officer within his or her delegated authority, is referred to in this proposal as the “Administrator”).

~~The Administrator has broad authority under the 2016 Plan, including, without limitation, the authority:~~

·

~~to select eligible participants and determine the type(s) of award(s) that they are to receive;~~

·

to grant awards and determine the terms and conditions of awards, including the price (if any) to be paid for the shares or the award and, in the case of share‑based awards, the number of shares to be offered or awarded;

·

subject to the minimum vesting requirements set forth below, to determine any applicable vesting and exercise conditions for awards (including any applicable performance‑based vesting or exercisability conditions), and the extent to which such conditions have been satisfied, or determine that no delayed vesting or exercise is required, and to accelerate or extend the vesting or exercisability or extend the term of any or all ~~outstanding awards;~~

·

~~to cancel, modify, or waive the Company’s rights with respect to, or modify, discontinue, suspend, or terminate any or all outstanding awards, subject to any required consents;~~

·

~~subject to the other provisions of the 2016 Plan, to make certain adjustments to an outstanding award and to authorize the conversion, succession or substitution of an award;~~

·

to determine the method of payment of any purchase price for an award or shares of the Company’s common stock delivered under the 2016 Plan, as well as any tax‑related items with respect to an award, which may be in the form of cash, check, or electronic funds transfer, by the delivery of already‑owned shares of the Company’s common stock or by a reduction of the number of shares deliverable pursuant to the award, by services rendered by the recipient of the award, by notice and third party payment or cashless exercise on such terms as the Administrator may authorize, or any other form permitted by law;

·

to modify the terms and conditions of any award, establish sub‑plans and agreements and determine different terms and conditions that the Administrator deems necessary or advisable to comply with laws in the countries where the Company or one of its subsidiaries operates or where one or more eligible participants reside or provide services;

21

~~Table of Contents~~

·

~~to approve the form of any award agreements used under the 2016 Plan; and~~

·

~~to construe and interpret the 2016 Plan, make rules for the administration of the 2016 Plan, and make all other determinations necessary or advisable for the administration of the 2016 Plan.~~

All awards granted under the 2016 Plan are subject to a minimum vesting requirement of one year and no portion of any award may vest earlier than the first anniversary of the grant date of the award. This minimum vesting requirement does not apply to 5% of the total number of shares under the 2016 Plan and does not limit or restrict the Administrator’s discretion to accelerate the vesting of any award in circumstances it determines to be appropriate.

~~No Repricing.~~ In no case (except due to an adjustment to reflect a stock split or other event referred to under “Adjustments” below, or any repricing that may be approved by stockholders) will the Administrator (1) amend an outstanding stock option or stock appreciation right to reduce the exercise price or base price of the award, (2) cancel, exchange, or surrender an outstanding stock option or stock appreciation right in exchange for cash or other awards for the purpose of repricing the award, or (3) cancel, exchange, or surrender an outstanding stock option or stock appreciation right in exchange for an option or stock appreciation right with an exercise or base price that is less than the exercise or base price of the original award.

~~Eligibility.~~ Persons eligible to receive awards under the 2016 Plan include officers or other employees of the Company or any of its subsidiaries, directors of the Company, and certain consultants and advisors to the Company or any of its subsidiaries. Currently, approximately 420 officers and other employees of the Company and its subsidiaries ~~(including all~~are eligible to participate in the New ESPP, except that the Plan Administrator may exclude from an offering period any individual who is regularly expected to work less than twenty hours per week or less than five months per calendar year in the employ of the ~~Company’s named executive officers),~~Company or any subsidiary, any individual who has been employed less than 2 years, and ~~each~~certain highly compensated employees of the ~~Company’s nine non‑~~Company or any subsidiary. An eligible employee ~~directors,~~may only join an offering period on the start date of that period. Subsidiaries include any subsidiary corporation of the Company, whether now existing or hereafter organized, which elects, with the approval of the Plan Administrator, to extend the benefits of the New ESPP to their eligible employees. Employees who are ~~considered eligible~~citizens or residents of a non-U.S. jurisdiction (without regard to whether he or she is also a citizen of the United States or a resident alien (within the meaning of Section 7701(b)(1)(A) of the Internal Revenue Code of 1986 (“Code”)) are ineligible to participate in the New ESPP if his or her participation is prohibited under the ~~2016 Plan.~~

~~Authorized Shares; Limits on Awards.~~ ~~The maximum number of shares~~laws of the ~~Company’s common stock that may be issued~~applicable non-U.S. jurisdiction or ~~transferred pursuant to awards under~~if complying with the ~~2016 Plan equals the sum of: (1) 6,050,000 shares, plus (2) the number of any shares subject to stock options granted under the 2006 Plan or the 2002 Plan and outstanding as~~laws of the ~~date~~applicable non-U.S. jurisdiction would cause the New ESPP or an offering to violate Section 423 of the 2016 annual meeting in which the 2016 Plan was approved which expire, or for any reason are cancelled or terminated, after the date of such annual meeting without being exercised, plus (3) the number of any shares subject to restricted stock and restricted stock unit awards granted under the 2006 Plan or the 2002 Plan that are outstanding and unvested as of the date of the 2016 annual meeting in which the 2016 Plan was approved which are forfeited, terminated, cancelled, or otherwise reacquired after the date of such annual meeting without having become vested. Code.

As of March ~~25, 2020, zero shares were subject to awards then outstanding under the 2002 Plan~~15, 2022, 4 executive officers and approximately ~~4,364,895 shares~~437 other employees were ~~subject~~expected to ~~awards then outstanding under~~be eligible to participate in the ~~2006 Plan. If shareholders approve this proposal,~~New ESPP.

Purchase Provisions

Each participant in the ~~maximum number of common shares~~New ESPP may authorize periodic payroll deductions that may ~~be delivered pursuant~~not exceed the lesser of (i) 10% of his or her compensation, which is defined in the New ESPP to ~~awards under~~include his or her regular base salary in effect at the ~~2016 Plan will be 24,850,000 shares (the “Share Limit”), an increase~~beginning of ~~18,800,000 additional shares.~~

~~Shares issued in respect~~the offering period, exclusive of any ~~“full‑value” award granted~~payments for overtime, bonuses, annual awards, other incentive payments, reimbursements of expense allowances, fringe benefits (cash or non-cash), moving expenses, deferred compensation, or contributions (other than contributions under ~~the 2016 Plan will be counted against the Share Limit as 1.5 shares for every one share actually issued in connection with the award. For example, if the Company granted~~ a bonus of 100 shares of its common stock under the 2016 Plan, 150 shares would be counted against the Share Limit with respect to that award. For this purpose, a “full‑value” award generally means any award granted under the 2016 Plan other than a stock option401(k) or ~~SAR.~~

22

~~Table of Contents~~

~~The following other limits are also contained in the 2016 Plan:~~

·

~~The maximum number of shares that may be delivered pursuant to options qualified as incentive stock options granted under the plan is 24,850,000 shares.~~

·

The maximum grant date fair value for awards granted to a non‑employee director under the 2016 Plan during any one calendar year is $400,000, except that this limit will be $600,000 as to (1) a non‑employee independent director who is serving as the Chairman of the Board or the lead independent director (if there is one) at the time the applicable grant is made or (2) any new non‑employee director for the calendar year in which the non‑employee director is first elected or appointed to the Board. For purposes of this limit, the “grant date fair value” of an award means the value of the award on the date of grant of the awardcafeteria plan) and (ii) such lesser amount determined using the equity award valuation principles applied in the Company’s financial reporting. This limit does not apply to, and will be determined without taking into account, any award granted to an individual who, on the grant date of the award, is an officer or employee of the Company or one of its subsidiaries. This limit applies on an individual basis and not on an aggregate basis to all non‑employee directors as a group.

Except as described below, shares that are subject to or underlie awards which expire or for any reason are cancelled or terminated, are forfeited, fail to vest, or for any other reason are not paid or delivered under the 2016 Plan will not be counted against the Share Limit and will again be available for subsequent awards under the 2016 Plan. Shares that are exchanged by a participant or withheld by the ~~Company as full~~Plan Administrator per offering period. A participant may increase or ~~partial payment in connection with any award under~~reduce his or her rate of payroll deductions during an offering period.

On the ~~2016 Plan (whether a stock option, SAR or other “full‑value” award), as well as any shares exchanged by a~~last day of each offering period, the accumulated payroll deductions of each participant or withheld by the Company or one of its subsidiaries to satisfy the tax withholding obligations related to any award (whether a stock option, SAR or other “full‑value” award), will be counted against the Share Limit and will not be available for subsequent awards under the 2016 Plan. Any shares repurchased with the proceeds of any option exercise price shall not be available for awards under the 2016 Plan. To the extent that shares are ~~delivered pursuant~~automatically applied to the ~~exercise~~purchase of a stock appreciation right granted under the 2016 Plan, the number of underlying shares as to which the exercise related will be counted against the Share Limit. (For purposes of clarity, if a stock appreciation right relates to 100,000 shares and is exercised at a time when the payment due to the participant is 15,000 shares, 100,000 shares will be charged against the Share Limit with respect to such exercise.) In addition, shares that are exchanged by a participant or withheld by the Company after the date of our 2016 annual meeting as full or partial payment in connection with any award granted under the 2002 Plan or the 2006 Plan, as well as any shares exchanged by a participant or withheld by the Company after the date of our 2016 annual meeting to satisfy the tax withholding obligations related to any award granted under the 2002 Plan or the 2006 Plan, will not be available for new awards under the 2016 Plan. To the extent that an award is settled in cash or a form other than shares, the shares that would have been delivered had there been no such cash or other settlement will not be counted against the Share Limit and will again be available for subsequent awards under the 2016 Plan. In the event that shares are delivered in respect of a dividend equivalent right, the actual number of shares delivered with respect to the award will be counted against the Share Limit. (For purposes of clarity, if 1,000 dividend equivalent rights are granted and outstanding when the Company pays a dividend, and 50 shares are delivered in payment of those rights with respect to that dividend, 75 shares (after giving effect to the “full‑value” award premium counting rules) will be counted against the Share Limit.) In addition, the 2016 Plan generally provides that shares issued in connection with awards that are granted by or become obligations of the Company through the assumption of awards (or in substitution for awards) in connection with an acquisition of another company will not count against the shares available for issuance under the 2016 Plan. The Company may not increase the applicable share limits of the 2016 Plan by repurchasing shares of common stock onat the ~~market (by using cash received through the exercise of stock options or otherwise).~~

purchase price in effect for that period.

~~Types of Awards.~~Purchase Price

The 2016 Plan authorizes stock options, stock appreciation rights, and other forms of awards granted or denominated in the Company’s common stock or units of the Company’s common stock, as well as cash bonus awards. The 2016 Plan retains flexibility to offer competitive incentives and to tailor benefits to specific needs and circumstances. Any award may be structured to be paid or settled in cash.

~~A stock option is the right to~~ purchase ~~shares of the Company’s common stock at a future date at a specified~~ price per share ~~(the “exercise price”). The~~at which common stock is purchased on the participant’s behalf for each offering period is equal to 85% of the fair market value per share ~~exercise~~of the common stock on the last day of the offering period.

Valuation

The fair market value of the common stock on a given date is the closing sales price of ~~an option generally may not be less than~~the common stock on the Nasdaq Global Select Market as of such date. As of March 15, 2022, the fair market value of a share of the Company’s common stock as reported on the ~~date of grant.~~ Nasdaq Stock Market was $7.17.

Special Limitations

The ~~maximum term of an option is ten~~

New ESPP imposes certain limitations upon a participant’s right to acquire common stock, including the following limitations:

23

•

~~Table of Contents~~

~~years from the date of grant. An option~~No purchase right may either be an incentive stock option or a nonqualified stock option. Incentive stock option benefits are taxed differently from nonqualified stock options, as described under “U.S. Federal Income Tax Consequences of Awards Under the 2016 Plan” below. Incentive stock options are also subject to more restrictive terms and are limited in amount by the Code and the 2016 Plan. Incentive stock options may only be granted to ~~employees~~any individual who owns stock (including stock purchasable under any outstanding options or purchase rights) possessing 5% or more of the total combined voting power or value of all classes of stock of the Company or any of its affiliates.

•

No purchase right granted to a ~~subsidiary.~~

~~A stock appreciation right is the right~~participant may permit such individual to ~~receive payment of an amount equal to the excess of the fair market value of a share of the Company’s~~purchase common stock ~~on the date~~at a rate greater than $25,000 worth of ~~exercise of the~~such common stock ~~appreciation right over the base price of the stock appreciation right. The base price will be established by the Administrator~~(valued at the time of grant of the stock appreciation right and generally may not be less than the fair market value of a share of the Company’s common stock on the date of grant. Stock appreciation rights may be granted in connection with other awards or independently. The maximum term of a stock appreciationsuch purchase right is ~~ten years from the date~~granted) for each calendar year.

19

TABLE OF CONTENTS

Termination of ~~grant.~~

~~The other types~~Purchase Rights

A participant’s purchase right immediately terminates upon such participant’s loss of ~~awards that may be granted under the 2016 Plan include, without limitation, stock bonuses, restricted stock, performance stock, stock units~~eligible employee status, and his or phantom stock (which are contractual rights to receive shares of stock, or cash based on the fair market value of a share of stock), dividend equivalents which represent the right to receive a payment based on the dividends paid on a share of stock over a stated period of time, or similar rights to purchase or acquire shares, and cash awards.

~~Any awards under the 2016 Plan (including awards of stock options and stock appreciation rights) may be subject to time‑ and/or performance‑based vesting requirements.~~

~~Dividend Equivalents; Deferrals.~~ ~~The Administrator may provide~~her accumulated payroll deductions for the deferred payment of awards, and may determine the other terms applicable to deferrals. The Administrator may provide that awards under the 2016 Plan (other than options or stock appreciation rights), and/or deferrals, earn dividends or dividend equivalents based on the amount of dividends paid on outstanding shares of common stock, provided that as to any dividend equivalent rights granted in connection with an award granted under the 2016 Plan that is subject to any type of vesting requirements, no dividend equivalent payment will be made unless the related vesting conditions of the award are satisfied (or, in the case of a restricted stock or similar award where the dividend must be paid as a matter of law, the dividend payment will be subject to forfeiture or repayment, as the case may be, if the related vesting conditions are not satisfied). This ensures that if the underlying unvested award is forfeited, the dividends and/or dividend equivalents on the unvested awards will also be forfeited.

~~Assumption and Termination of Awards.~~ ~~If an event occurs~~offering period in which the Company does not survive (or does not survive as a public company in respect of its common stock), including, without limitation, a dissolution, merger, combination, consolidation, conversion, exchange of securities, or other reorganization, or a sale of all or substantially all of the business, stock or assets of the Company, awards then‑outstanding under the 2016 Plan will not automatically become fully vested pursuantpurchase right terminates are refunded. A participant may withdraw from an offering period by giving advance notice prior to the ~~provisions~~end of ~~the 2016 Plan so long as such awards are assumed, substituted for~~that period and his or otherwise continued. However, if awards then‑outstanding under the 2016 Plan are to be terminated in such circumstances (without being assumed or substituted for), such awards would generally become fully vested, subject to any exceptions that the Administrator may provide for in an applicable award agreement (such as for awards subject to performance‑based vesting requirements). The Administrator also has the discretion to establish other change in control provisions with respect to awards granted under the 2016 Plan. For example, the Administrator could provideher accumulated payroll for the ~~acceleration of vesting~~offering period in which withdrawal occurs shall be refunded.

Assignability

No purchase right will be assignable or payment of an award in connection with a corporate event or in connection with a termination of the award holder’s employment. For the treatment of outstanding equity awards held by the Named Executive Officers in connection with a termination of employment and/or a change in control of the Company, please see the description under “Potential Payments Upon Termination or Change in Control” below in this Proxy Statement.

~~Transfer Restrictions.~~ ~~Subject to certain exceptions contained in Section 5.6 of the 2016 Plan, awards under the 2016 Plan generally are not~~ transferable ~~by the recipient other~~(other than by will or the laws of descent and ~~distribution~~distribution) and ~~are generally~~will be exercisable ~~during the recipient’s lifetime,~~ only by the recipient. Any amounts payable or shares issuable pursuant to an award generally will be paid only to the recipient or the recipient’s beneficiary or representative. The Administrator has discretion, however, to establish written conditions and procedures for the transfer of awards to other persons or entities, provided that such transfers comply with applicable federal and state securities laws and are not made

participant.

24

Corporate Transaction

~~Table of Contents~~

for value (other than nominal consideration, settlement of marital property rights, or for interests in an entity in which more than 50% of the voting securities are held by the award recipient or by the recipient’s family members).

~~Adjustments.~~ As is customary in incentive plans of this nature, each share limit and the number and kind of shares available under the 2016 Plan and any outstanding awards, as well as the exercise or purchase prices of awards, and performance targets under certain types of performance‑based awards, are subject to adjustment inIn the event of ~~certain reorganizations, mergers, combinations, recapitalizations, stock splits, stock dividends,~~the proposed dissolution or ~~other similar events that change~~liquidation of the ~~number or kind of shares outstanding, and extraordinary dividends or distributions of property~~Company, the then-current offering period will terminate immediately prior to the ~~stockholders.~~

~~No Limit on Other Authority.~~ ~~The 2016~~consummation of such dissolution or liquidation, unless otherwise provided by the Plan ~~does not limit~~Administrator. In the ~~authority~~event of a proposed sale of all or substantially all of the assets of the Company, certain mergers, an acquisition of a controlling interest in the Company or a change in the composition of a majority of the Board following a contested election (each, a “Corporate Transaction”) during an offering period, all outstanding purchase rights shall be assumed by the successor corporation (or a parent or ~~any committee~~subsidiary thereof), unless the Plan Administrator determines, in its sole discretion, to ~~grant awards~~shorten the offering period then in-effect to a new purchase date. If the Plan Administrator shortens the offering period then in progress to a new purchase date, the Plan Administrator will provide notice to each participant that (i) his or ~~authorize any other compensation, with~~her purchase right will be automatically exercised on the new purchase date or ~~without reference~~(ii) the Company will pay to him or her, on the new purchase date, cash, cash equivalents, or property as determined by the Plan Administrator that is equal to the ~~Company’s~~difference in the fair market value of the shares of common stock ~~under~~covered by his or her purchase right and the purchase price due had the purchase right been automatically exercised on the new purchase date.

Changes in Capitalization

In the event any ~~other plan or authority.~~

~~Termination of or Changes~~change is made to the ~~2016 Plan.~~outstanding shares of common stock by reason of any stock split, stock dividend, recapitalization, combination of shares, exchange of shares or other change in corporate structure effected without the Company’s receipt of consideration, appropriate adjustments will be made to (i) the maximum number of securities issuable under the New ESPP, including the maximum number of securities issuable per participant on any one purchase date and (ii) the number of securities subject to each outstanding purchase right and the purchase price payable per share thereunder.

Amendment and Termination

The ~~Board~~New ESPP will terminate upon the earlier to occur of (i) June 30, 2032, or (ii) the date on which all purchase rights are exercised in connection with a Corporate Transaction.

The Plan Administrator may ~~amend or terminate the 2016 Plan~~ at any time ~~and in any manner. Stockholder approval for an amendment will be required only to~~terminate or amend the New ESPP. To the extent ~~then required by~~necessary to comply with Section 423 of the Code (or any successor rule or provision or any other applicable law or ~~deemed necessary or advisable~~listing rule), the Company shall obtain stockholder approval in such a manner and to such a degree as may be required.

New Plan Benefits

Because the number of shares of common stock issued under the New ESPP depends on the level of participation by its participants, we cannot determine the ~~Board. Unless terminated earlier by the Board and subject to any extension~~number of shares of common stock that may be ~~approved by stockholders,~~awarded in the ~~authority~~future to grant new awards under the 2016 Plan will terminate on February 15, 2026. If shareholders approve this proposal, the authority to grant new awards under the 2016 Plan will be extended and will terminate on February 26, 2030. Outstanding awards, as well as the Administrator’s authority with respect thereto, generally will continue following the expiration or termination of the plan. Generally speaking, outstanding awards may be amended by the Administrator (except for a repricing), but the consent of the award holder is required if the amendment (or any plan amendment) materially and adversely affects the holder.

~~U.S.~~ eligible employees.

Federal Income Tax Consequences ~~of Awards under the 2016 Plan~~

~~The U.S. federal income tax consequences~~

Following is a general summary of the ~~2016 Plan under~~ current federal ~~law, which is subject to change, are summarized in the following discussion of the general~~income tax principles applicable to the ~~2016 Plan. This~~New ESPP. The following summary is not intended to be exhaustive and, among other considerations, does not

20

TABLE OF CONTENTS

describe the deferred compensation provisions of Section 409A of the Code to the extent an award is subject to and does not satisfy those rules, nor does it describe state, local or international tax consequences.

~~With respect~~

The New ESPP is intended to ~~nonqualified~~qualify as an “employee stock ~~options,~~purchase plan” under Section 423 of the ~~company~~Code. Participant contributions to the New ESPP are made on an after-tax basis. That is, a participant’s New ESPP contributions are deducted from compensation that is taxable to the participant and for which the Company is generally entitled to ~~deduct and~~a tax deduction.

Generally, no taxable income is recognized by a participant with respect to either the grant or exercise of his or her New ESPP option. The Company will have no tax deduction with respect to either of those events. A participant will generally recognize income (or loss) only upon a sale or disposition of any shares that the participant ~~recognizes taxable~~acquires under the New ESPP (including upon a deemed sale upon the death of a participant). The particular tax consequences of a sale of shares acquired under the New ESPP depend on whether the participant has held the shares for a “Required Holding Period” before selling or disposing of the shares. The Required Holding Period starts on the date that the participant acquires the shares under the New ESPP and ends on the later of (1) two years after the grant date of the offering period in which the participant acquired the shares, or (2) one year after the purchase date on which the participant acquired the shares.

If the participant holds the shares for the Required Holding Period and then sells the shares at a price in excess of the purchase price paid for the shares, the gain on the sale of the shares will be taxed as ordinary income to the participant to the extent of the lesser of (1) the amount by which the fair market value of the shares on the grant date of the offering period in which the participant acquired the shares exceeded the purchase price of the shares, or (2) the gain on the sale of the shares. Any portion of the participant’s gain on the sale of the shares not taxed as ordinary income will be taxed as long-term capital gain. If the participant holds the shares for the Required Holding Period and then sells the shares at a price less than the purchase price paid for the shares, the loss on the sale will be treated as a long-term capital loss to the participant. The Company will not be entitled to a tax deduction with respect to any shares held by the participant for the Required Holding Period, regardless of whether the shares are eventually sold at a gain or a loss.

The participant has a “Disqualifying Disposition” if the participant disposes of the shares before the participant has held the shares for the Required Holding Period. If the participant sells the shares in a Disqualifying Disposition, the participant will realize ordinary income in an amount equal to the difference between the ~~option exercise~~purchase price paid for the shares and the fair market value of the shares aton the ~~time of exercise. With respect to incentive stock options,~~purchase date on which the ~~company is~~participant acquired the shares, and the Company generally ~~not~~will be entitled to a ~~deduction nor does~~corresponding tax deduction. In addition, if the participant ~~recognize income~~makes a Disqualifying Disposition of the shares at ~~the time of exercise, although the participant may be subject to the U.S. federal alternative minimum tax.~~

~~The current federal income tax consequences of other awards authorized under the 2016 Plan generally follow certain basic patterns: nontransferable restricted stock subject to~~ a ~~substantial risk of forfeiture results~~price in ~~income recognition equal to the~~ excess of the fair market value ~~over the price paid (if any) only at the time the restrictions lapse (unless the recipient elects to accelerate recognition as~~ of the shares on the purchase date, ~~of grant); bonuses, stock appreciation rights, cash and stock‑based performance awards, dividend equivalents, stock units, and other types of awards are generally subject~~the participant will realize capital gain in an amount equal to ~~tax at~~ the ~~time of payment; and compensation otherwise effectively deferred is taxed when paid. In each~~difference between the selling price of the ~~foregoing cases,~~shares and the ~~company will generally have a corresponding deduction at~~fair market value of the ~~time~~shares on the purchase date. Alternatively, if the participant ~~recognizes income.~~

Ifmakes a Disqualifying Disposition of the shares at a price less than the fair market value of the shares on the purchase date, the participant will realize a capital loss in an ~~award is accelerated under~~amount equal to the ~~2016 Plan in connection with a “change in control” (as this term is used under~~difference between the ~~Code),~~fair market value of the shares on the purchase ate and the selling price of the shares. The Company ~~may~~will not be ~~permitted~~entitled to deduct the portion of the compensation attributable to the acceleration (“parachute payments”) if it exceeds certain threshold limits under the Code (and certain related excise taxes may be triggered). Furthermore, under Section 162(m) of the Code, the aggregate compensation in excess of $1,000,000 payable to current or former named executive officers of the Company may not be deducible by the Company in certain circumstances.

25

~~Table of Contents~~

~~Specific Benefits under the 2016 Performance Incentive Plan~~

The Company has not approved any awards that are conditioned upon stockholder approval of the 2016 Plan. The Company is not currently considering any other specific award grants under the 2016 Plan. If the proposed amendments to the 2016 Plan had been in existence in fiscal 2019, the Company expects that its award grants for fiscal 2019 would not have been substantially different from those actually made in that year under the 2016 Plan. For information regarding stock‑based awards granted to the Company’s named executive officers and non‑employee directors during fiscal 2019, see the material under “Compensation of Executive Officers and Directors” below.

~~Potential Dilution~~

The following paragraphs include additional information to help you assess the potential dilutive impact of the Company’s equity awards and the 2016 Plan. The Company’s Employee Stock Purchase Plan (the “ESPP”) is intended as a qualified employee share purchase plan under Section 423 of the Code and generally provides for broad‑based participation by employees of the Company (and certain of its subsidiaries) and affords employees who elect to participate an opportunity to purchase shares of the Company’s common stock at a discount. Certain information regarding the number of shares of Company common stock available for issuance under the Company’s ESPP is included under “Equity Compensation Plan Information” in this Proxy Statement. The discussion that follows in this “Potential Dilution” section does not include any shares that have been purchased under, may be purchased in the current purchase period under, or that remain available for issuance or delivery under the Company’s ESPP.

“Overhang” refers to the number of shares of the Company’s common stock that are subject to outstanding awards or remain available for new award grants. The following table shows the total number of shares of the Company’s common stock that were subject to outstanding restricted stock unit awards granted under the 2016 Plan and the 2006 Plan, that were subject to outstanding stock options granted under the 2016 Plan and the 2006 Plan, and that were then available for new award grants under the 2016 Plan as of December 31, 2019 and as of March 25, 2020. (In this proposal, the number of shares of the Company’s common stock subject to restricted stock unit awards granted during any particular period or outstanding on any particular date is presented based on the actual number of shares of the Company’s common stock covered by those awards, and does not give effect to the 1.5 to 1 fungible share counting ratio contained in the 2016 Plan. For awards subject to performance‑based vesting requirements, such as the Volume‑Vested Options (as defined and described below under “Compensation Discussion and Analysis—Elements of Compensation—Equity Incentives”) the number of shares presented is based on achieving the maximum level of performance, even though the actual share payout for these awards may range from zero to the maximum number below.)

As of
December 31, 2019

As of
March 25, 2020
Shares subject to outstanding restricted stock unit awards
1,231,805

1,024,142
Shares subject to outstanding stock options (excluding performance-based vesting options)
8,612,047

9,660,055
Shares subject to outstanding performance‑based vesting options
509,618

503,606
Shares available for new award grants
2,054,993

169,927

Other than the 2016 Plan, the 2006 Plan and the Company’s ESPP, we do not have any other compensatory plans or arrangements in place under which shares of the Company’s common stock are eligible to be awarded or under which there are outstanding awardstax deduction with respect to ~~shares~~any capital gain realized by a participant.

Interests in Proposal

All of ~~the Company’s common stock. No new awards may be granted under the 2006 Plan.~~

The weighted‑average number of shares of the Company’s common stock outstanding in each of the last three fiscal years was 150,430,239 shares outstanding in 2017; 180,655,435 shares outstanding in 2018; and 204,573,287 shares outstanding in 2019. The number of shares of the Company’s common stock issued and outstanding as of December 31, 2019 and March 25, 2020 was 204,723,055 and 203,696,127 shares, respectively.

26

~~Table of Contents~~

“Burn rate” refers to the number of shares that are subject to awards that we grant over a particular period of time. The total number of shares of the Company’s common stock subject to awards that the Company granted under the 2016 Plan in each of the last three fiscal years, and to date (as of March 25, 2020) for 2020, are as follows:

·

4,745,100 shares in 2017 (which was 3.2% of the weighted‑average number of shares of the Company’s common stock outstanding in 2017), of which 2,835,331 shares were subject to restricted stock unit awards, 1,139,500 shares were subject to stock options (excluding performance-based vesting options), zero shares were subject to performance-based vesting options, and 770,269 shares were subject to special stock awards in connection with the sale of substantially all of the assets of our ~~subsidiary’s RNG production business;~~

·

3,771,860 shares in 2018 (which was 2.1% of the weighted‑average number of shares of the Company’s common stock outstanding in 2018), of which 1,907,800 shares were subject to restricted stock unit awards, 1,864,060 shares were subject to stock options (excluding performance-based vesting options), and zero shares were subject to performance-based vesting options;

·

2,183,691 shares in 2019 (which was 1.1% of the weighted‑average number of shares of the Company’s common stock outstanding in 2019), of which zero shares were subject to restricted stock unit awards, 1,639,577 shares were subject to stock options (excluding performance-based vesting options), and 544,114 shares were subject to performance-based vesting options;

·

1,679,480 shares in 2020 through March 25, 2020 (which was 0.8% of the number of shares of the Company’s common stock outstanding on March 25, 2020), of which 554,192 shares were subject to restricted stock unit awards, 1,125,288 shares were subject to stock options (excluding performance-based vesting options), and zero shares were subject to performance-based vesting options.

Thus, the total number of shares of the Company’s common stock subject to awards granted under the 2016 Plan per year over the last three fiscal years (2017, 2018 and 2019) has been, on average, 2.1% of the weighted‑average number of shares of the Company’s common stock outstanding. Performance‑based vesting awards have been included above in the year in which the award was granted. The actual number of performance‑based vesting stock options that became eligible to vest each year because the applicable performance‑based condition was satisfied in that year (subject to the satisfaction of any applicable time‑based vesting requirements) was as follows: zero in 2017, zero in 2018, zero in 2019, and 172,945 to date (as of March 25, 2020) in 2020.

The total number of shares of our common stock that were subject to awards granted under the 2016 Plan, the 2006 and the 2002 Plan that terminated or expired, and thus became available for new award grants under the 2016 Plan, in each of the last three fiscal years, and to date (as of March 25, 2020) in 2020, are as follows: 4,227,918 in 2017, 2,256,579 in 2018, 1,798,865 in 2019, and 68,598 in 2020.

The compensation committee of the Board anticipates that the 18,800,000 additional shares requested for the 2016 Plan (together with the available shares for new award grants under the 2016 Plan on the Annual Meeting date and assuming usual levels of shares becoming available for new awards as a result of forfeitures of outstanding awards) will provide the Company with flexibility to continue to grant equity awards under the 2016 Plan through approximately the end of 2025 (reserving sufficient shares to cover potential payment of performance‑based awards). However, this is only an estimate, in the Company’s judgment, based on current circumstances. The total number of shares that are subject to the Company’s award grants in any one year or from year‑to‑year may change based on a number of variables, including, without limitation, the value of the Company’s common stock (since higher stock prices generally require that fewer shares be issued to produce awards of the same grant date fair value), changes in competitors’ compensation practices or changes in compensation practices in the market generally, changes in the number of employees, changes in the number of directors and officers, whether and the extent to which vesting conditions applicable to equity‑based awards are satisfied, acquisition activity and the need to grant awards to new employees in connection with acquisitions, the need to attract, retain and incentivize key talent, the type of awards the Company grants, and how the Company chooses to balance total compensation between cash and equity‑based awards.

27

~~Table of Contents~~

~~The closing market price for a share of the Company’s common stock as of March 25, 2020 was $1.62 per share.~~

~~Aggregate Equity Awards Previously Granted Under the Plan~~

As of March 25, 2020, awards covering 11,871,364 shares of the Company’s common stock had been granted under the 2016 Plan. (This number of shares includes shares subject to awards that expired or terminated without having been exercised and paid and became available for new award grants under the 2016 Plan.) The following table shows information regarding the distribution of all awards among the persons and groups identified below, option exercises and restricted stock unit or other stock awards vesting prior to that date, and option and unvested restricted stock unit or other stock award holdings as of that date.

Options

Restricted Units/Stock Awards

Number of

Shares/Units

Number of

Number of

Outstanding

Shares

Number of

Number of Shares Underlying

Number of

Shares/Units

and

Subject to

Shares

Options as of March 25, 2020

Shares/Units

Vested as of

Unvested as

Past Option

Acquired

Subject to

March 25,

of March 25,


Grants

On Exercise

Exercisable

Unexercisable

Past Awards

2020

2020
Named Executive Officers:

Andrew J. Littlefair, President and Chief Executive Officer

806,300

—

485,069

321,231

965,849

834,112

131,737
Robert M. Vreeland, Chief Financial Officer

381,391

—

215,581

165,810

247,107

173,717

73,387
Mitchell W. Pratt, Chief Operating Officer and Corporate Secretary

363,209

—

197,399

165,810

580,663

507,276

73,387
Barclay F. Corbus, Senior Vice President, Strategic Development

348,236

—

182,426

165,810

479,975

406,588

73,387
Total for All Current Executive Officers as a Group (4 persons):

1,899,136

—

1,080,475

818,661

2,273,591

1,921,693

351,898
Stephen A. Scully

124,500

—

124,500

—

99,118

99,118

—
John S. Herrington

124,500

—

124,500

—

99,118

99,118

—
James C. Miller

124,500

—

124,500

—

99,118

99,118

—
Philippe Charleux

—

—

—

—

—

—

—
Philippe Montantéme

—

—

—

—

—

—

—
Lizabeth Ardisana

42,000

—

42,000

—

—

—

—
James E. O’Connor

124,500

—

124,500

—

99,118

99,118

—
Kenneth M. Socha

124,500

—

124,500

—

99,118

99,118

—
Vincent C. Taormina

124,500

—

124,500

—

99,118

99,118

—
Total for all Current Non-Executive Directors as a Group (9 persons):

789,000

—

789,000

—

594,708

594,708

—
Each other person who has received 5% or more of the options, warrants or rights under the 2016 Plan

—

—

—

—

—

—

—
All employees, including all current officers who are not executive officers or directors, as a group

3,623,903

89,320

1,555,792

1,554,838

2,691,026

1,797,239

672,244
Total

6,312,039

89,320

3,425,267

2,373,499

5,559,325

4,313,640

1,024,142

28

~~Table of Contents~~

~~Required Vote and Board Recommendation~~

The Board believes that the adoption of the amendments to the 2016 Plan will promote the interests of the Company and its stockholders and will help the Company and its subsidiaries continue to be able to attract, retain and reward persons important to our success.

~~All members of the Board and all of the Company’s~~ executive officers are eligible ~~for awards under~~to participate in the ~~2016 Plan~~New ESPP and thus have a personal interest in the approval of the ~~2016 Plan.~~

Approval of the amendments to the 2016 Plan requires the affirmative vote of a majority of the votes cast on this proposal by shares present in person or represented by proxy and entitled to vote on this proposal at the Annual Meeting.

New ESPP.

OUR BOARD RECOMMENDS ~~THAT YOU~~A VOTE “FOR” APPROVAL OF ~~AMENDMENTS TO~~ THE ~~CLEAN ENERGY FUELS CORP. 2016 PERFORMANCE INCENTIVE PLAN~~NEW ESPP AND THE
RESERVATION OF 2,500,000 SHARES OF OUR COMMON STOCK FOR ISSUANCE UNDER THE
NEW ESPP, AS DESCRIBED ABOVE AND SET FORTH IN ANNEX A A HERETO.

29

21

~~Table of Contents~~TABLE OF CONTENTS

CORPORATE GOVERNANCE

Board and Committee Composition

The following sets forth certain key features of the composition of our Board and its standing committees:

Board Committees

Board of
Directors

Audit(1)

Compensation(1)

Nominating
and
Corporate
Governance

Directors:

Andrew J. Littlefair

Stephen A. Scully

♦, I

•, ▲

Lizabeth Ardisana

I

©

•

Karine Boissy-Rousseau

James C. Miller III

I

©, ▲

Lorraine Paskett

Kenneth M. Socha

I

•

Vincent C. Taormina

I

•

©

Parker A. Weil

I

•, ▲

•

Laurent Wolffsheim

Former Directors:(2)

Philippe Charleux

John S. Herrington

I

Thomas Maurisse

Philippe Montantême

Observer:

Anne de Peyrelongue(3)

√

Meetings:

Held in 2021(4)

5(5)

4

5

2

Board Committees


Board of
Directors

Audit(1)

Compensation(1)

Nominating
and
Corporate
Governance

Hedging /
Derivative
Directors:

Andrew J. Littlefair

©
Stephen A. Scully

♦, I



Lizabeth Ardisana

I





Philippe Charleux

John S. Herrington

I



©*

©

James C. Miller

I

©, ▲


Philippe Montantême

James E. O’Connor(2)

I

Kenneth M. Socha

I





Vincent C. Taormina

I





Former Directors: (3)

Warren I Mitchell

I

Momar Nguer

Observer:

Henri-Max Ndong-Nzue(4)

√

Meetings:

Held in 2019(5)

4(6)

5

2

2

-

♦

Chairman of the Board.

I

Determined by our Board to be an independent director, within the meaning of applicable rules of Nasdaq. Mr. Mitchell was determined by our Board to be an independent director during his service on the Board from May 2005 to February 2020. Mr. Nguer was not an independent director due to serving as President of Total Marketing Services.

•

Committee member.

©

Committee Chair.

▲

~~©*Acting Committee Chair.~~

▲

Audit committee financial expert, as defined in the rules of Nasdaq and the SEC.

√

Observer.

(1)

Our Board has determined that each member of the audit and compensation committees satisfies the enhanced independence standards applicable to members of such a committee under, and, with respect to the compensation committee, considering the factors set forth in Nasdaq and SEC rules. In addition, our Board has determined that each member of the audit committee has sufficient knowledge in reading and understanding the Company’s financial statements to serve on such committee, and each member of the compensation committee is a non-employee director as defined in Rule ~~16b‑3~~16b-3 under the Exchange Act and an outside director as defined in Section 162(m) ~~(“Section 162(m)”)~~ of the ~~Internal Revenue Code of 1986 (“Code”).~~

Code.

30

(2)

~~Table of Contents~~

(2) James E. O’Connor, a current director, has not been nominated for re-election at the Annual Meeting and will no longer serve on the Board following the election of directors at the Annual Meeting.

~~(3)~~ Mr. ~~Mitchell served as a director of our Company from May 2005 until his retirement on February 26, 2020. Mr.~~ ~~Nguer~~Montantême served as a director of our Company from September 2018 until February ~~25,~~2021; Mr. Herrington served as a director of our Company from November 2005 to March 2021; Mr. Maurisse served as a director of our Company from February 2021 to September 2021; and Mr. Charleux served as a director of our Company from February 2020 to December 2021. Messrs. Charleux, Montantême and Maurisse each resigned from our Board due to a decision by TMS, a wholly owned subsidiary of TotalEnergies, to replace such directors with new director designees. Our Board previously determined that Mr. Herrington was independent under the Nasdaq Listing Rules during the period of his ~~retirement from Total Marketing Services.~~service on the Board. Messrs. Charleux, Montantême and Maurisse were not independent under the Nasdaq Listing Rules during their respective service as a director due to each being a director designee of TMS.

22

TABLE OF CONTENTS

~~(4) Mr.~~ (3)~~Ndong-Nzue~~,

Ms. de Peyrelongue, the Senior Vice President Corporate Affairs &and Americas ~~of Total Marketing Services,~~at TMS, was appointed as an observer of the audit committee in ~~February 2020~~September 2021 pursuant to ~~Total Marketing Services’~~TMS’ director and observer designation rights, described under “Certain Relationships and Related Party Transactions” below. ~~Mr.~~Ms. de Peyrelongue replaced Henri Max Ndong-Nzue ~~replaced Isabelle Gaildraud~~ who served as an observer on the audit committee from February 2020 until September ~~2018 until February 2020.~~2021.

(4)

~~(5)~~

Each director attended at least 75% of the total number of meetings of the Board and all applicable committees on which each he or she served that were held in ~~2019.~~

~~(6)~~ 2021.

(5)

Our directors typically hold at least two executive sessions each year and held four such executive sessions in ~~2019.~~

2021.

Board Committees

We have established the following active committees: an audit committee, compensation committee, and nominating and corporate governance ~~committee, and hedging/derivative~~ committee. Our Board also creates committees from time to time to oversee financing transactions or other significant corporate matters. Our Board and audit committee generally meet at least quarterly, and our other committees meet on an ~~as‑needed~~as-needed basis. Each of the Board committees has the responsibilities described below. Copies of the current charters of the audit committee, compensation committee, and nominating and corporate governance ~~and hedging/derivative~~ committee, as adopted by the Board, are accessible on our website at http://investors.cleanenergyfuels.com/corporate-governance.

Audit Committee

We believe the functioning of our audit committee complies with all applicable requirements of the ~~Sarbanes Oxley~~Sarbanes-Oxley Act of 2002 and with all applicable Nasdaq and SEC rules. The functions of this committee include:

•

Appointing, compensating, retaining and overseeing the work of our independent registered public accounting firm;

•



Assessing the independence of our independent registered public accounting firm;

•



Discussing our annual audited and quarterly financial statements and the conduct of each audit with management, our internal finance department and our independent registered public accounting firm;

•

Overseeing our information technology and cybersecurity;

•

Establishing procedures for employees to anonymously submit concerns regarding accounting or auditing matters;

•



Periodically reviewing with our independent registered public accounting firm and with management our financial reporting processes and internal controls;

•



Discussing our policies with respect to risk assessment and risk management; and

•



Reviewing, overseeing and approving all ~~related‑party~~related-party transactions (as such term is defined in applicable SEC rules).

31

~~Table of Contents~~

Compensation Committee

We believe the functioning of our compensation committee complies with all applicable Nasdaq and SEC rules. The functions of this committee include:

•

Reviewing and approving all of our compensation plans, policies and programs as they affect our executive officers;

•



Administering our equity incentive plans and employee stock purchase plans;

•



Retaining and assessing the independence of any compensation consultants or advisors;

•



Reviewing and approving the fees and other compensation paid to our independent directors;

•



Monitoring our compliance with the requirements under the ~~Sarbanes‑Oxley~~Sarbanes-Oxley Act of 2002 relating to loans to directors and officers, and with all other applicable laws affecting employee compensation and benefits; and

23

TABLE OF CONTENTS

•

Overseeing our compliance with SEC rules and regulations regarding stockholder approval of certain executive compensation matters.

The compensation committee may designate one or more subcommittees, each subcommittee to consist of two or more members of the compensation committee and may generally delegate its authority to any such subcommittee(s).

Nominating and Corporate Governance Committee

We believe the functioning of our nominating and corporate governance committee complies with all applicable Nasdaq and SEC rules. The functions of this committee include:

•

Developing and recommending to the Board criteria to be used in screening and evaluating potential director candidates;

•



Reviewing, evaluating and recommending to the Board qualified director candidates;

•



Establishing and overseeing a policy for considering stockholder nominees for director, and evaluating any such nominees;

•



Monitoring and reviewing any issues regarding director independence or involving potential conflicts of interest; and

•



Developing and recommending to the Board corporate governance guidelines and a code of ethics and reviewing and recommending changes to these documents as appropriate.

~~Hedging/Derivative Committee~~

The functions of the hedging/derivative committee include carrying out the Board’s responsibilities related to oversight, direction and implementation of our hedging activities; interfacing with our hedging consultants and advisors regarding recommended hedging activities and strategies; and making recommendations to the Board regarding fees and other compensation to be paid to our hedging consultants and advisors.

32

~~Table of Contents~~

Board Leadership Structure

The Board has determined that our current structure of separating the roles of Chairman of the Board and Chief Executive Officer is in the best interests of the Company and our stockholders. Mr. Scully has served as Chairman of the Board since January ~~2018,~~2018; and Mr. Littlefair has been the Chief Executive Officer of the Company since June 2001. As Chairman of the Board, Mr. Scully focuses on organizing Board activities to enable the Board to effectively provide guidance to and oversight (including risk 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 regarding Board needs, interests and opinions, and ensures the Board agenda is appropriately directed toward matters significant to the Company. Separating the roles of Chairman of the Board and Chief Executive Officer allows Mr. Littlefair, as Chief Executive Officer, to focus on managing the ~~day‑to‑day~~day-to-day direction and implementing the ~~long‑term~~long-term strategic goals of the Company.

The functions of the Board are carried out by the full Board and, when delegated, by the Board’s committees. Each director is a full and equal participant in the major strategic and policy decisions of our Company.

Board Role in Risk Oversight

Risk is inherent in every business. We face a number of risks, including business, operational, strategic, competitive, financial, political, legislative, environmental, safety and regulatory risks, as well as risks related to compensation, cybersecurity threats or incidents, capital expenditures, derivative transactions, commodity-based exposures, acquisitions or other strategic transactions and financing and other liquidity matters. In general, our management is responsible for the day-to-day management of the risks we face, while our Board, as a whole and through its committees, is responsible for the oversight of risk management.

In its risk oversight role, the Board and each of its committees regularly review and discuss, internally and with management, the material risks confronting our business, based on reports prepared and delivered by management that address these risks and other information deemed relevant. The Board also monitors our risk management and corporate governance policies, including the day-to-day risk management processes designed and implemented by management, and generally evaluates how management operates our Company with respect to risk exposures. These risks and risk management policies are also reviewed and

24

TABLE OF CONTENTS

analyzed in depth by the Board at an annual strategic planning session with members of senior management. ~~Additionally, the~~The Board considers the risks and vulnerabilities we face when granting authority to management and approving business strategies and particular transactions.

Additionally, the full Board oversees our initiatives and risk management activities relating to sustainability, diversity, equity and inclusion.

The Board performs its risk oversight function in part through its committees, which ~~except for the hedging/derivative committee,~~ are comprised solely of independent directors. Each Board committee’s risk oversight role is as follows:

•

The audit committee oversees management of risks related to our financial reporting, ~~and~~ disclosure processes and accounting policies, and information technology and cybersecurity, as well as any related party or conflict-of-interest transactions;

•



The compensation committee oversees management of risks related to our compensation practices and policies; and

•



The nominating and corporate governance committee oversees management of risks related to Board processes and composition, including director independence, and corporate governance ~~matters;~~matters.

Information Security

Our Chief Operating Officer oversees cybersecurity and

 ~~The hedging/derivative committee~~ other information technology risks affecting the Company and reports on the same to the Board at least quarterly. Our Audit Committee formally oversees ~~management~~information security, including cybersecurity risks, and receives regular updates from management. We use a combination of ~~risks~~internal security technology solutions, paired with strategic external partnerships to mitigate cybersecurity threats to the Company. We leverage the cybersecurity framework of our security managed service provider and have implemented a training and compliance cybersecurity program. We have, and will continue to, use third party security firms to perform simulated cyber-attacks on our environment to identify exploitable vulnerabilities. We use these results to harden our security posture with our security managed service provider. Our information technology infrastructure is externally audited as part of our Sarbanes Oxley audit process and our controls include information security standards. We maintain standalone cybersecurity insurance and believe we are adequately insured against losses related to ~~the Company’s derivative activities, including any significant fixed‑price sales contracts, commodity swap arrangements or other hedging activity.~~

a potential information security breach. We ~~believe our Board’s regular review and analysis of our~~have not experienced a material ~~risks and risk management policies, as well as the role of our Board committees~~breach in ~~the Board’s performance of its risk oversight function and our Board’s leadership~~

information security.

33

~~Table of Contents~~

structure (which separates the roles of Chairman of the Board and Chief Executive Officer, as discussed above), provide an appropriate level of independent oversight, including risk oversight, of our management.

Code of Ethics

We have adopted a written code of ethics applicable to our directors, officers and other employees, including our principal executive, financial and accounting officers and controller or persons performing similar functions. This code of ethics establishes policies to promote honest and ethical conduct and is designed to comply with applicable Nasdaq and SEC rules. The nominating and corporate governance committee reviews our code of ethics periodically and may propose or adopt additions or amendments that it determines are required or appropriate.

Our code of ethics is accessible on our website at
http://investors.cleanenergyfuels.com/corporate-governance. We expect that any amendments to or waivers from certain provisions of our code of ethics applicable to any principal executive, financial or accounting officer or controller or persons performing similar functions will be disclosed on our website to the extent required by applicable Nasdaq or SEC rules.

Corporate Governance Guidelines

We have adopted written corporate governance guidelines that set forth standards for director qualifications and responsibilities, Board committees, Board leadership structure, director compensation, Chief Executive Officer evaluation and management succession, Board ~~self‑evaluations,~~self-evaluations, Board oversight of the Company’s strategic planning, and director and officer stock ownership, among other things. The nominating and corporate governance committee reviews our corporate governance guidelines periodically and may from time to time propose or adopt additions or amendments it determines are required or appropriate. Our corporate governance guidelines are accessible on our website at http://investors.cleanenergyfuels.com/corporate-governance.

25

TABLE OF CONTENTS

Board Evaluations

At least annually, our nominating and corporate governance committee leads an evaluation of each of our directors and our Board as a whole and each of its committees. As part of this evaluation, the Board considers the areas in which the Board believes it could improve.

Chief Executive Officer Evaluation and Management Succession

Our Board works with our nominating and corporate governance committee to evaluate potential successors to our Chief Executive Officer and to ensure that a CEO succession plan is in place. Our Chief Executive Officer also makes available his recommendations and evaluations of potential successors, as well as reviews any development plans recommended for such individuals.

Director Stock Ownership Guidelines

We believe it is important to encourage our directors to hold a material amount of our common stock, which links their ~~long‑term~~long-term economic interest directly to that of our stockholders. To achieve this goal, we have established stock ownership guidelines applicable to our directors. These guidelines provide that each non-employee director is required to own shares of our common stock valued at $180,000 or more by the later of December 14, 2019 and five years after the date of a director’s initial election to the Board. Stock options are not counted toward satisfaction of these stock ownership requirements. Directors who attain this stock ownership level by the stated deadline will continue to satisfy the stock ownership requirements if the value of their stock holdings declines after such deadline solely due to a decrease in the trading price of our common stock. All of our non-employee directors, with the exception of ~~Ms. Ardisana, who joined our Board in December 2019~~Mses. Boissy-Rousseau and ~~Messrs. Montantême~~Paskett and ~~Charleux, who are not subject to the policy as described below,~~Mr. Wolffsheim, had satisfied these stock ownership guidelines as of the record date for the Annual Meeting. ~~The~~Ms. Paskett, who was appointed to the Board in December 2021, is still within the five-year grace period to comply with the stock ownership guidelines. In addition, the Board has determined that the director stock ownership guidelines do not apply to ~~Mr. Montantême~~Ms. Boissy-Rousseau or Mr. ~~Charleux~~Wolffsheim for so long as each is designated by ~~Total Marketing Services~~TMS to serve as a director and waives his or her right to receive

34

~~Table of Contents~~

compensation for serving on the Board. See the descriptions under “Proposal 1: Election of ~~Directors—~~Directors — General” and “Director Compensation” for more information.

We have also established stock ownership guidelines applicable to certain of our executive officers, which are described under “Compensation Disclosure and ~~Analysis—~~Analysis — Executive Stock Ownership Guidelines” below.

Stockholder Communications with the Board

We have adopted a formal process by which stockholders and interested parties may communicate with our Board, which is accessible on our website at
http://investors.cleanenergyfuels.com/corporate-governance/contact-the-board. This centralized process assists the Board in reviewing and responding to communications from stockholders and other interested parties in an appropriate manner. Communications to the Board must be in writing and mailed to our Corporate Secretary at the address of our principal executive offices. The communication can be addressed to one or more individual directors or to the Board as a group, and the name of any specific intended recipient(s) should be noted in the communication. Communications submitted by postal mail may be anonymous. The Corporate Secretary typically reviews all such communications and will forward them to the Board or any identified individual director(s), unless any such communication is deemed to be, in the Corporate Secretary’s discretion, unrelated to the duties and responsibilities of the Board or unduly hostile, threatening, illegal or similarly unsuitable for Board consideration.

Director Nomination Process

Our Board, as a whole and through our nominating and corporate governance committee, is responsible for identifying, evaluating and recommending nominees to serve as directors of our Company.

Identifying and Evaluating Director Nominees

Our nominating and corporate governance committee is responsible for identifying individuals qualified to become members of the Board and recommending these candidates to our Board for nomination

26

TABLE OF CONTENTS

or appointment. Our nominating and corporate governance committee may utilize a variety of methods to identify potential director candidates. For example, candidates may come to the attention of the nominating and corporate governance committee through current members of the Board, executive officers, professional search firms, stockholders or others. These candidates may be evaluated and considered by our nominating and corporate governance committee at any point during the year, including in connection with each annual meeting of our stockholders. For each such annual meeting, the nominating and corporate governance committee recommends to our Board certain director nominees to stand for election at the annual meeting based on the committee’s evaluation of all potential director candidates, including incumbent directors. The Board then selects its director nominees based on its determination, relying on the recommendation of and other information provided by the nominating and corporate governance committee as it deems appropriate, of the suitability of each potential director candidate to serve as a director of our Company.

Stockholder Recommendations of Director Candidates

In accordance with its charter, our nominating and corporate governance committee is responsible for considering and evaluating properly submitted stockholder recommendations of candidates for Board membership. Any such recommendation of director candidates for nomination by the Board in connection with our next annual meeting of stockholders should be made in writing by January 1st of the applicable year and delivered or mailed to our Corporate Secretary at the address of our principal executive offices, and should include the name, address and a current resume of the proposed director candidate, a statement describing the candidate’s qualifications and consent to serve on our Board if selected as a director nominee, and contact information for personal and professional references. The submission should also include the name and address of the stockholder who is submitting the proposed director candidate, the number of shares of our common stock that are owned of record or beneficially by the submitting stockholder and a description of all arrangements or understandings between the submitting stockholder and the proposed director candidate. We may also request that any proposed director candidate and any stockholder proposing a director candidate furnish us with such other information as may reasonably be required for our nominating and corporate governance committee to determine the eligibility of such proposed director candidate to serve as a director of our Company.

35

~~Table of Contents~~

All properly submitted stockholder recommendations will be aggregated together and with any other director candidates proposed by other sources, for consideration and evaluation by our nominating and corporate governance committee and will receive the same consideration by our nominating and corporate governance committee as is received by any other director candidate. In evaluating all director candidates, the nominating and corporate governance committee will consider, among other things, the director qualifications set forth in our corporate governance guidelines, as described in “Proposal 1: Election of Directors” above. Any stockholder-recommended director candidate that is selected by our nominating and corporate governance committee would be recommended by the committee as a director nominee to the Board, which would then consider and evaluate the candidate in the same manner and based on the same criteria and qualifications as other prospective director candidates. If approved by the Board, the stockholder-recommended candidate would be appointed as a director to a vacant seat on the Board or included in the Board’s slate of director nominees to stand for election at our next annual meeting of stockholders.

Sustainability and Safety

~~We believe~~Identifying Strategic Priorities

In the third quarter of 2020, Clean Energy worked with Business for Social Responsibility (BSR) to develop a robust and ambitious sustainability strategy. To do so, a materiality assessment was conducted that ~~natural gas-fueled trucks, transportation~~helped us determine which environmental, social and ~~commercial vehicles are~~governance (“ESG”) issues have the ~~best~~greatest impact on our business success and where we have the most ~~immediate solution for eliminating~~impact on stakeholders. The resultant list of key material issues from the ~~negative impact~~assessment was used to form the foundation of ~~pollutants from diesel fuel~~our sustainability vision, strategy and ~~combatting climate change, and~~goals, which Clean Energy looks to continue building upon as new emerging issues come to light. In the summer of 2022, we ~~take pride in our ability~~expect to ~~deliver~~publish a ~~cleaner vehicle fuel. In our Corporate Sustainability Report, which is accessible~~sustainability report on our website at www.cleanenergyfuels.com, which will highlight the efforts of different teams across the organization and provide information on our 2021 performance on material ESG issues.

27

TABLE OF CONTENTS

Sustainability Strategy

Our vision is to deliver renewable transportation fuel for a cleaner, safer, more equitable tomorrow.~~https:/www.cleanenergyfuels.com/sustainability~~ We launched our strategy and goals to drive progress across three pillars: fueling the transition to renewable energy in transportation, building the workforce for the future of renewable energy, and advancing smart policies that drive the transformation to renewable fuels.,

In 2021, we ~~describe~~continued to focus on building trusted partnerships with our stakeholders to help achieve progress towards our goals, as well as on improving our operations to align with our sustainability ~~goals~~goals. We recognize that our environmental impact includes more than our products and that we must foster a culture of sustainability in our ~~multi-pronged approach to achieving these objectives. Importantly, we aim to offer 100% Redeem~~™~~, our renewable natural gas vehicle fuel, at all~~operations. Each of the three pillars of our ~~vehicle fueling stations by 2025, 20 years ahead~~sustainability strategy incorporates parts of ~~California’s goal of transforming the state’s power supply~~our own business operations, to ~~100%~~ensure that our advocacy and external progress in sustainability is aligned with our internal operations.

[MISSING IMAGE: tm223596d1-org_vision4c.jpg]

Fueling Transportation’s Transition to Renewable Energy: Clean Energy is an increasingly versatile renewable energy ~~by 2045,~~company. We enable our customers to transition to fuels with lower greenhouse gas emissions, which helps mitigate climate change and welower criteria pollutant emissions. We are also ~~aim~~committed to doing our part to reduce our ~~company-wide~~own emissions across our operations and supply chain, while helping our customers reduce their environmental impacts by using low and negative carbon ~~footprint by 25% by 2025.~~intensity RNG fuels.

Building the Workforce for the Future of Renewable Energy: At Clean Energy, we recognize that a diverse workforce with a culture of inclusivity and safety is critical to our success as a company. In alignment with global environmental, social and governance reporting, we recognize the importance of maintaining a diverse and inclusive workforce and supplier base that is reflective of the communities in which we operate. We ~~encourage all~~acknowledge the lack of diversity in the energy sector and strive to be part of the solution. The safety of our ~~stockholders~~employees and contractors is also a top priority, and we strive to ~~review our Corporate Sustainability Report to better understand our commitment to maintain and improve sustainability in the vehicle fuels marketplace.~~

~~We are committed to providing~~be a ~~safe and healthful working environment~~zero-incident workplace for our ~~employees, which includes maintaining compliance with all applicable federal, state~~service technicians and local laws, rules and regulations relating to workplace safety and conditions. We strive for zero work-related injuries or illnesses. To that end, we have implemented written programs, including a Health and Safety Program and an Injury and Illness Prevention Program, which set forth our policies and procedures for workplace safety, hazard identification and correction, compliance, communication, investigations, training and recordkeeping. Any significant safety or health matters are communicated to the audit committee and/or the full Board.

The foregoing disclosure, including the statements about our sustainability and safety goals, contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended (“Securities Act”), and Section 21E of the Exchange Act. Forward-looking statements are statements other than historical facts. These statements relate to future events or circumstances or our future performance, and they are based on our current assumptions, expectations and beliefs concerning future developments. Although these forward-looking statements reflect our good faith judgment based on available information, they involve known and unknown risks, uncertainties and other factors that may cause actual achievements, performance or other events to be materially different from any future achievements, performance or other events expressed or implied by the forward-looking statements. Factors that might cause or contribute to such differences include, among others: the willingness of fleets and other consumers to adopt natural gas as a vehicle fuel, and the rate and level of any such adoption; future supply, demand, use and prices of crude oil, gasoline, diesel, natural gas, and other vehicle fuels, including overall levels of and volatility in these factors; natural gas vehicle and engine cost, fuel usage, availability, quality, safety, convenience, design and performance,staff, as well as ~~operator perception with respect~~our customers using our facilities.

Advancing Smart Policies that Drive the Transformation to ~~these factors;~~Renewable Fuels: Enacting systemic change across all industries will be necessary to achieve our ~~ability~~collective climate goals. We recognize that the effects of

28

TABLE OF CONTENTS

climate change are already impacting the Earth today, and that the transition to ~~capture~~ a substantial share of the market for alternative vehicle fuels and vehicle fuels generally and otherwise compete successfully in these markets; the availability of environmental, tax and other government regulations, programs and incentiveslow-carbon economy is likely to bring new risks to businesses that ~~promote~~do not adapt. We also recognize that conventional natural gas extraction and processing causes environmental and social impacts that must be appropriately and equitably managed. By investing in the green energy transition, we reduce our own risks and provide long lasting benefits to society. To enable lasting change, we must ensure the adoption of performance-driven state and federal policies that accelerate the shift to renewable zero or ~~other alternatives as~~negative carbon intensity fuels in a ~~vehicle fuel, including long-standing support for gasoline-~~way that does not place an undue burden on small businesses or underrepresented communities. Clean Energy is also committed to contributing to economic development in communities where we conduct business by hiring local suppliers whenever possible.

Goals and ~~diesel-powered vehicles~~Commitments Listed below are the current ESG goals and ~~growing support for electric~~targets that Clean Energy has set. For more information on our performance against these goals and hydrogen-powered vehicles that could result in programs or incentives that favor these or other vehicles or vehicle fuels over natural gas; the effect of or potential for changes to federal, state or local greenhouse gas emissions regulations or other environmental regulations applicable to natural gas production, transportation or use;targets, please reference our ability to manage and grow our renewable natural gas business, including our ability to continue to receive revenue from sales of tradable credits we generate by selling conventional and renewable natural gas as vehicle fuel and the effect of any increase in competition for renewable gas supply; our ability to accurately predict natural gas vehicle fuel

2021 annual sustainability report when it is published.

[MISSING IMAGE: tm223596d1-org_fuel4c.jpg]

36

[MISSING IMAGE: tm223596d1-org_build4c.jpg]

29

TABLE OF CONTENTS

[MISSING IMAGE: tm223596d1-org_advan4c.jpg]

~~Table of Contents~~

demand in the geographic and customer markets in which we operate and effectively calibrate our strategies, timing and levels of investments to be consistent with this demand; our ability to recognize the anticipated benefits of our natural gas fueling station network; construction, permitting and other factors that could cause delays or other problems at station construction projects; general political, regulatory, economic and market conditions; uncertainties regarding the impact of COVID-19 on our business and the economy generally; and the other risks discussed under “Risk Factors” in our annual report on Form 10‑K for our fiscal year ended December 31, 2019, which was filed with the SEC on March 10, 2020 and is included as part of the Annual Report. In addition, we operate in a competitive and rapidly evolving industry in which new risks emerge from time to time, and it is not possible for us to predict all of the risks we may face, nor can we assess the impact of all factors on our business or the extent to which any factor or combination of factors could cause actual results to differ from our expectations. As a result of these and other potential risks and uncertainties, our forward-looking statements should not be relied on or viewed as guarantees of future events or conditions. All of our forward-looking statements speak only as of the date they are made and, except as required by law, we undertake no obligation to update publicly any forward-looking statements for any reason, including to conform these statements to actual results or to changes in our expectations.

37

30

TABLE OF CONTENTS

~~Table of Contents~~

INFORMATION ABOUT EXECUTIVE OFFICERS

The names of our executive officers, their ages as of the date of this Proxy Statement, their current positions and offices with our Company and, for executive officers who are not also ~~a member~~members of our Board, other information about their backgrounds are shown below. We have entered into employment agreements with each of our executive officers, which are described under “Compensation Discussion and ~~Analysis—~~Analysis — Employment Agreements” below, that establish, among other things, each executive officer’s term of office. There are no arrangements or understandings between any of our executive officers and any other person pursuant to which such individual was or is selected as an officer of our Company.

Name		Age
~~Name~~	~~Age~~		Position(s) and Office(s)
Andrew J. Littlefair	59	61		President, Chief Executive Officer and Director
Robert M. Vreeland	59	61		Chief Financial Officer
Mitchell W. Pratt	60	62		Chief Operating Officer and Corporate Secretary
Barclay F. Corbus	53	55		Senior Vice President, Strategic Development and Renewable Fuels

Robert M. Vreeland has served as our Chief Financial Officer since October 2014. From 2012 to 2014, Mr. Vreeland served as our Vice President, Finance and Accounting. Prior to joining the Company, Mr. Vreeland was a consultant at RV CPA Services, PLLC, a provider of certified public accounting services. From 1997 to 2009, Mr. Vreeland held various finance and accounting positions at Hypercom, an electronic payment and digital transactions service provider, including Interim Chief Financial Officer, Senior Vice President and Corporate Controller, Senior Vice President, Operations, and Vice President of Financial Planning and Analysis. Prior to joining Hypercom, Mr. Vreeland spent 12 years at Coopers & Lybrand, an accounting firm that later merged to become PricewaterhouseCoopers. Mr. Vreeland earned a B.S. from Northern Arizona University and is a certified public accountant.

Mitchell W. Pratt was appointed Chief Operating Officer in December 2010 and has served as our Corporate Secretary since December 2002. Prior to being appointed as Chief Operating Officer, Mr. Pratt served as our Senior Vice President, Engineering, Operations and Public Affairs, from January 2006 to December 2010. From August 2001 to December 2005, Mr. Pratt served as our Vice President, Business Development & Public Affairs. 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 and Renewable Fuels since December 2021. From September ~~2007.~~2007 to December 2021, Mr. Corbus served as our Senior Vice President, Strategic Development. From July 2003 to September 2007, Mr. Corbus served as ~~Co‑Chief~~Co-Chief Executive Officer and a director of WR Hambrecht + Co, an investment bank that managed our initial public offering. Mr. Corbus joined WR Hambrecht + Co in 1999 and, from October 2000 to July 2003, Mr. Corbus served as Head of Investment Banking of WR Hambrecht + Co. From 1989 to 1999, Mr. Corbus worked with Donaldson, Lufkin & Jenrette. Mr. Corbus serves as a director of Overstock.com, a publicly traded company, and is a Trustee of the College of the Atlantic. Mr. Corbus earned an A.B. from Dartmouth College and an M.B.A. from Columbia Business School.

38

31

~~Table of Contents~~TABLE OF CONTENTS

COMPENSATION DISCUSSION AND ANALYSIS

Overview

This compensation discussion and analysis describes the material features of the compensation awarded to, earned by, or paid to each person who served as our principal executive officer (Andrew J. Littlefair) or principal financial officer (Robert M. Vreeland) in ~~2019,~~2021, and the only two other individuals who were serving as executive officers at the end of ~~2019~~2021 or at any time during the 2021 calendar year (Mitchell W. Pratt and Barclay F. Corbus). Messrs. Littlefair, Vreeland, Pratt and Corbus are collectively referred to as our “named executive officers.” This analysis also discusses our compensation philosophy and objectives, the methodologies used for establishing the compensation programs for the named executive officers, and the policies and practices for administering such programs.

Business ~~Highlights and Challenges~~

We are ~~seeking to drive adoption~~North America’s leading provider of ~~natural gas as a vehicle fuel by fleet vehicle operators, primarily in the trucking, airport, refuse, public transit, industrial and institutional energy user and government fleet markets.~~ ~~In particular, we are focused on~~ ~~providing~~ the cleanest fuel for the transportation ~~market.~~market, based on the number of stations operated and the amount of gasoline gallon equivalents (“GGEs”) of RNG and conventional natural gas delivered. Through our sales of ~~Redeem™ renewable natural gas (“RNG”),~~RNG, which is derived from biogenic methane produced by the breakdown of organic waste, we help thousands of vehicles, from airport shuttles to city buses to waste and heavy-duty trucks, to reduce their amount of climate-harming greenhouse gas, ~~by at least 70% and up to 300% depending on the source~~while also reducing criteria pollutants such as Oxides of ~~the RNG feedstock. Redeem~~Nitrogen, or NOx. RNG is delivered as compressed natural gas (“CNG”) and liquefied natural gas (“LNG”). ~~We expect our~~Our sales of ~~Redeem~~RNG have increased dramatically, from 13.0 million GGEs in 2013 (the year we introduced RNG to the vehicle fuel market) to 167.0 million GGEs in 2021. The Company’s sales of RNG have grown from 12% of our vehicle fuel sales in 2013 to 78% of our vehicle fuel sales in 2021. We believe that during 2021 we provided 58% and 47% of the RNG used for transportation fuel in California and the United States, respectively. Our business uniquely benefits from the U.S. federal, state and local government credits generated by selling RNG as a vehicle fuel (collectively, “Environmental Credits”), which are generated by the party that dispenses RNG into vehicle fuel tanks. We believe we have access to more dispensers than any other market participant.

As a clean energy solutions provider, we supply RNG and conventional natural gas, ~~to grow as more companies look to operate~~ in ~~an increasingly sustainable way. In addition to pressure from politicians, regulators and non-governmental organizations,~~ the investment community has dramatically stepped up demands on companies to diminish their contributions to climate change. We believe that RNG is the best tool available today to reduce climate-harming greenhouse gas and meet sustainability objectives. ~~By way~~form of example, in January 2020, Microsoft announced that it will be carbon negative by 2030, and that by 2050 it will remove from the environment all the carbon Microsoft has emitted either directly or by electrical consumption since it was founded in 1975. We believe that by 2027, Microsoft can be carbon negative ~~andoffset all of its post-1975 carbon emissions if it adopts 100% carbon negative RNG.~~

~~In executing the foregoing mission, we have adopted a strategic plan (the “Strategic Plan”) that sets meaningful objectives we expect will drive RNG,~~ CNG and LNG, ~~adoption~~for heavy and medium-duty vehicles; design and build, as ~~a vehicle fuel~~well as operate and ~~expand our business~~maintain, public and private fueling stations; sell and service compressors and other equipment used in ~~our key markets, while also managing our capital~~RNG production and ~~controlling our expenses. In implementing our Strategic Plan~~at fueling stations; transport and ~~our~~sell RNG and conventional natural gas via “virtual” natural gas pipelines and interconnects; sell Environmental Credits we generate; and obtain other ~~business strategies, we have experienced meaningful progress~~federal, state and ~~significant challenges.~~

~~Highlights of our achievements in 2019 included:~~

 We delivered 400.8 million gasoline gallon equivalents (“GGEs”) of CNG, LNG and RNG, compared to 365.5 million GGEs and 351.4 million GGEs in 2018 and 2017, respectively. In 2019 we returned to double digit annual volume growth, and it was the first year in our history for which we exceeded the 400 million GGE mark.

 ~~We delivered 143.3 million GGEs of our Redeem RNG vehicle fuel, compared to 110.1 million GGEs delivered in 2018 and 78.5 million GGEs delivered in 2017.~~

 ~~We secured reinstatement of the~~ ~~U.S. federal excise~~local tax credits, grants and incentives.

We serve fleet vehicle operators in a variety of markets, including heavy-duty trucking, airports, refuse and public transit. We believe these fleet markets will continue to present a growth opportunity for ~~alternative~~our vehicle fuels ~~("AFTC")~~ ~~for 2018, 2019 and 2020. AFTC provided us with $47.1 million of revenue in 2019, and we expect AFTC to provide us with an additional approximately $20.0 million of revenue in 2020.~~

~~Our non-GAAP Adjusted EBITDA (as defined below)~~ for the ~~year ended~~foreseeable future. As of December 31, ~~2019 was $85.6 million; our non-GAAP Adjusted EBITDA for the year ended December 31, 2018 was $59.7 million.~~

39

~~Table of Contents~~

We ended 2019 with $106.1 million in cash and investments, not including the additional $47.1 million in AFTC cash that we expect to receive in the quarterly period ended June 30, 2020. At December 31, 2019 we had debt of $88.9 million, which consisted principally of $50.0 million of convertible debt we will repay in June 2020 and $33.7 million of equipment financing for our NG Advantage LLC subsidiary.

~~Our 2019 SG&A expense was at a near-term low of $73.4 million (our SG&A was $77.2 million for 2018).~~

~~Prices for LCFS Credits generated under the California Low Carbon Fuel Standard remained relatively high.~~

~~Factors that negatively affected our performance in 2019 included:~~

 ~~Prices of oil and diesel fuel continued to be low and volatile.~~

 ~~Sales and deployments of natural gas vehicles did not meet our expectations.~~

 ~~The cost of natural gas vehicles continued to be higher than comparable diesel and gasoline vehicles, principally due to the cost of the CNG and LNG storage systems.~~

 ~~Competition increased in the market for vehicle fuels generally, including advances and improvements in non-natural gas vehicle fuels or engines powered by these fuels.~~

 ~~Support for electric powered vehicles increased, including among lawmakers, regulators, policymakers, environmental organizations and other powerful groups.~~

 ~~Market prices for RINs, which are generated under the U.S. renewable fuel standard when~~2021, we deliver RNG to ~~a vehicle, fell from approximately $1.90 to approximately $0.50.~~

the transportation market through 548 fueling stations we own, operate or supply in 42 states and the District of Columbia in the U.S., including over 200 stations in California

Key ~~2019‑2020~~2021-2022 Pay Decisions

Key pay decisions for ~~2019~~2021 and ~~2020 to date~~2022 include the following:

• ~~The~~

For 2021 the compensation committee ~~determined to maintain the base salaries for our named executive officers at their 2018 levels, except for a 6% increase to~~maintained Mr. ~~Vreeland’s~~Littlefair’s base salary ~~in 2019 to better align~~at his ~~compensation with his responsibilities~~2020 level (it has been at the same level since 2015) and increased the base salaries of Messrs. Vreeland, Pratt and Corbus by 13%, 8% and 8%, respectively.

•

Based on our ~~other senior executives;~~

 ~~The~~performance results achieved for 2021, the compensation committee ~~determined to maintain the performance measures and their weighting~~awarded cash incentives under our ~~2019 and 2020~~2021 performance-based cash ~~bonus plans;~~

 ~~Based on the compensation committee’s assessment of the Company’s performance with respect to the objectives set forth in our 2019 performance-based cash bonus~~incentive plan ~~Mr. Littlefair received approximately 73% of his target (or “middle”) bonus and our other named executive officers received approximately 72% of their target (or “middle”) bonuses for 2019;~~

 ~~The compensation committee did not award any additional discretionary cash bonuses~~ to our named executive officers ~~for performance in 2019;~~

above each executive’s target incentive.

•

In the first quarter of 2019, the compensation committee granted stock options to our named executive officers in line with its equity award practices adopted in 2017, with 30% of the total shares subject to each executive’s options subject to performance-based vesting criteria based on our achievement over time of certain volume-based performance goals described below; and

40

~~Table of Contents~~

 ~~In the first quarter of 2020,~~2021, the compensation committee granted RSUs and stock options to our named executive officers, in ~~line~~accordance with ~~its~~our regular grants of long-term incentives to employees.

•

In December of 2021, the compensation committee introduced two new types of performance-based stock option awards that were granted to the named executive officers as additional long-term

32

TABLE OF CONTENTS

incentives. The first new performance-based option is structured to incentivize securing additional GGEs of RNG supply via investment to increase the volume of our RNG deliveries, and the vesting of 100% of each grant is subject to the Company’s attainment of RNG supply milestones. The second new performance-based option is structured to incentivize long-term appreciation in the value of our shares, and the vesting of 100% of each grant is subject to the Company’s attainment of a stock price representing a greater than 100% premium above the closing price of a share of common stock on the grant date. The compensation committee determined in December that the Company was at a critical juncture and that it was of primary importance to incentivize the named executive officers to (1) create long-term stockholder value by increasing the Company’s price per share and (2) strategically execute on expanding our RNG business over the long-term. The December grants represent the largest component of each named executive officer’s 2021 compensation and are intended to provide a meaningful performance-based equity ~~award practices adopted~~incentive over a number of years going forward. Because of the December grants, the compensation committee determined it will not grant any additional equity awards to named executive officers in ~~2017.~~

calendar 2022.

Introduced new performance-based option grants in December of 2021 to incentivize strategic investment in our RNG business and long-term share price appreciation. No additional equity awards will be made to named executive officers in calendar 2022.

Compensation Program Objectives and Philosophy

Our compensation committee oversees the design and administration of our executive compensation program. The primary objectives of our executive officer compensation program are to attract, retain and motivate talented and dedicated executive officers; to reward individual performance and achievement of key corporate objectives, including the objectives set forth in our ~~Strategic Plan,~~annual strategic plan, without promoting excessive or unnecessary risk-taking; to align the interests of our executives with those of our stockholders; and to provide compensation that we believe is fair in light of an executive’s experience, responsibilities, performance and tenure with our Company and in relation to the compensation provided to other executives of our Company and comparable executives at certain peer ~~companies~~.

companies.

To achieve these objectives, we maintain an executive compensation program that includes the following components: base salary, cash ~~bonuses,~~incentives, equity incentives, change in control and post-termination severance compensation and other benefits. The compensation committee developed our executive compensation program by drawing on its experience and judgment in establishing programs it believes are appropriately rewarding and responsible for a growth company in a developing industry. The compensation committee reviews and evaluates our executive compensation program, including its objectives and the forms of compensation used to achieve these objectives, on at least an annual basis, and adjusts the program as it deems appropriate and ~~considering~~considers factors ~~it considers~~ relevant in establishing appropriate levels and mix of compensation for our executives.

Process for Determining Executive Compensation

The compensation committee’s general practice is to establish the annual compensation mix and levels for each of our executives inat the beginning of each fiscal year, typically in our first quarter in connection with annual performance reviews. Performing this process after the end of the prior year allows the compensation committee to incorporate into its analysis information on the Company’s and each individual’s performance during the prior year and to assess each executive’s overall contributions to the Company. The compensation committee then compiles this information to establish annual base compensation and performance-related targets and to adjust long-term incentives as appropriate.

~~Role~~ However, as discussed above and below, the compensation committee spent significant time in the third and fourth quarter of 2021 evaluating the structure of our long-term equity incentive awards, and in connection with the introduction of two new types of performance-based options, determined to grant the named executive officers their long-term incentive award in December of 2021. Because of the December grants, the compensation committee determined it will not grant any additional equity awards to named executive officers in calendar 2022.

33

TABLE OF CONTENTS

Compensation Consultant

Our compensation committee has the authority to engage the services of compensation consultants or other experts or advisors as it deems appropriate in fulfilling its ~~responsibilities. Since 2012,~~responsibilities and has retained the ~~compensation committee has retained~~services of Semler Brossy Consulting Group, LLC (“Semler Brossy”) ~~from time to time to assist the committee in performing its responsibilities.~~. The compensation committee has the sole authority to approve the terms of this engagement, and Semler Brossy reports ~~solely~~ to the compensation committee only under this engagement. Before engaging Semler Brossy, the compensation committee determined that Semler Brossy was independent and that its work would not raise any conflicts of interest after taking into consideration the factors set forth in applicable Nasdaq and SEC rules.

Compensation Consultant’s ~~2017~~2021 Review

In the third quarter of ~~2016,~~2021, the compensation committee instructed Semler Brossy to complete a full review of the Company’s executive ~~and director~~ compensation ~~programs~~program within the context of the competitive market, including comparing the Company’s executive ~~and director~~ compensation components and levels with a group of selected peer companies ~~and general industry survey data regarding executive compensation practices at companies with a similar market capitalization as our Company at the time of the review. Although the~~that is described in more detail below. The compensation committee ~~primarily utilized and relied upon the review and other information provided by~~consulted with Semler Brossy in connection with its ~~2017 compensation decisions, the compensation committee also referenced some~~introduction of ~~the information provided by Semler Brossy~~two new types of performance-based options granted in ~~making certain 2019 compensation decisions,~~December, 2021 for 2022 and this information further influenced 2019 compensation insofar as the compensation committee determined to maintain the compensation components and levels from 2017 that were informed by Semler Brossy’s review. Semler Brossy did not provide any services to the Company ~~in 2019, and neither the~~

beyond.

41

~~Table of Contents~~

compensation committee nor our management engaged any other compensation consultants in 2019 or in 2018. In the first quarter of 2020, the compensation committee informally consulted Semler Brossy regarding executive compensation levels and plan design.

~~2017 Compensation~~ Peer Group

Selecting a group of our peer companies is challenging for many reasons, including principally our belief that we are the only publicly traded company, ~~whose~~the primary line of business of which is to sell ~~natural gas~~RNG, CNG and LNG for use as a vehicle fuel. In selecting our peer companies for compensation purposes, our compensation committee generally sought to identify companies that are similar to us across a number of metrics and that, in the compensation committee’s view, compete with us for talent. As a result, with the assistance of Semler Brossy and with input from management, our compensation committee developed a group of peer companies in the third quarter of 2016 consisting of stand-alone, publicly traded companies that were of a similar size as us, based on revenue and market capitalization at the time the peer group was developed; have complex structures; and operate in our industry or in another heavily-regulated energy or non-mature industry. For 2017,

In 2021, the compensation committee ~~selected~~worked with Semler Brossy to review our peer group given our strategic shift to producing RNG in addition to our downstream distribution of natural gas.

Based on Semler Brossy’s recommendations, the compensation committee approved the following 23 companies as our peer companies for compensation purposes, which we refer to collectively as the ~~“2017 Compensation Peer~~“Peer Group.”

	Aemetis, Inc.			AeroVironment, Inc.			Ameresco, Inc.
~~Aemetis,~~	Ballard Power Systems, Inc.			Battalion Oil Corporation			Bloom Energy Corporation
	Broadwind, Inc.			Callon Petroleum Company			Covanta Holding ~~Corp.~~ Corporation	~~Par Pacific Holdings, Inc.~~
~~AeroVironment,~~	Darling Ingredients, Inc.			Enphase Energy, Inc.			FuelCell Energy, Inc.
	Gevo, Inc.			Green Plains, Inc.			Montauk Renewables, Inc.
	Northern Oil and Gas, Inc.			Ormat Technologies, Inc.			Plug Power, Inc.
~~Bill Barrett Corp.~~	~~EXCO Resources, Inc.~~	Power Solutions International, Inc.
~~Broadwind Energy, Inc.~~	~~FuelCell Energy, Inc.~~		Renewable Energy Group, Inc.			Rice Acquisition Corp.
~~Callon Petroleum Co.~~	~~Green Plains, Inc.~~	~~Sanchez Energy Corp.~~
~~Chart Industries, Inc.~~	~~Halcon Resources Corp.~~	~~Stone Energy Corp.~~
~~Cheniere Energy, Inc.~~	~~Northern Oil & Gas, Inc.~~	~~W&T Offshore, Inc.~~
~~Clayton Williams Energy, Inc.~~	~~Pacific Ethanol, Inc.~~	Westport Fuel Systems, Inc.			W&T Offshore, Inc.

As of June 15, 2021 when the Peer Group was initially constructed, our 200-day average market capitalization was at the 57th percentile of the Peer Group companies, while our trailing twelve-month revenues and EBIT were at the 37th percentile and 51st percentile of the Peer Group companies, respectively.

The compensation committee ~~used data about~~believes benchmarking may not always be the ~~2017 Compensation Peer Group, as well as general industry survey data~~most appropriate tool for setting compensation due to aspects of our business, objectives, and ~~other information provided by Semler Brossy,~~the way we’ve structured executive roles that may be unique to ~~serve as market reference points for 2017 executive compensation decisions, including decisions about overall compensation levels, which~~us. As a result, the compensation committee ~~benchmarked~~retains discretion to be near the median of the total compensation paid to similar executives of the 2017 Compensation Peer Group, as well as each compensation component, optimum pay mix and the relative competitive landscape for our 2017vary executive compensation ~~program.~~ components and levels.

For compensation decisions in ~~2019~~2021 and ~~2020 to date,~~heading into 2022, the compensation committee did not tie named executive officer compensation (either specific elements of compensation or total compensation levels) to any predetermined benchmark but did continue to use the ~~2017 Compensation~~ Peer Group data as one of ~~many~~several reference points when setting executive officer compensation levels through the exercise of its business judgment.

Although we used benchmarking in 2017 to provide a guideline market reference point for total named executive officer compensation levels, the compensation committee believes this practice may not always be the most appropriate tool for setting compensation due to aspects of our business and objectives that may be unique to us. As a result, the compensation committee retains discretion to vary executive compensation components and levels from targeted market reference points by any degree and at any time.

34

TABLE OF CONTENTS

Review of Stockholder Say-on-Pay Votes

Consistent with the preference of our stockholders, which was expressed at our annual meeting of stockholders held in May 2018, our stockholders ~~have the opportunity to~~can cast an advisory vote on executive compensation, or a “say-on-pay” vote, once every year, and the next such vote will occur at the Annual Meeting. At the Company’s annual meeting of stockholders held in ~~2019,~~2021, our executive compensation received a favorable advisory vote from approximately ~~96.7%~~95% of the votes cast on the proposal at the meeting (which excludes abstentions and broker non-votes).

In 2018 and 2019, various members of the Company’s senior management team, including its President and Chief Executive Officer and Chief Financial Officer, initiated engagement with certain of the Company’s stockholders to address the relatively lower level of support on our 2018 say-on-pay vote than we had experienced in prior years. We considered the feedback from our stockholder engagement efforts, and that was one factor that contributed to the

42

~~Table of Contents~~

~~compensation committee’s decision to award 30% of the total shares subject to each executive’s 2019 option award in the form of performance-based VVOs.~~

Performance-based VVOs will vest only upon the satisfaction of certain performance conditions, namely a specified and objective increase in volume of GGEs of natural gas delivered by the Company on a year-over-year basis. Because we view the volume of natural gas we deliver as a material operating data point and a key indicator of the success of our business initiatives and strategies, the compensation committee believes this performance metric provides an appropriate incentive to our named executive officers to achieve an objective that we believe could meaningfully and positively affect our performance and, in turn, create value for our stockholders.

We believe the high degree of support on our ~~2019~~2021 say-on-pay proposal, together with a similar high degree of support on our 2020 say-on-pay proposal, demonstrates that stockholders support our executive compensation program ~~design and some of the recent changes made by the compensation committee in response to stockholder feedback.~~

design.

We expect ~~to continue~~ to actively engage with our stockholders to discuss various compensation and governance matters and consider their feedback in determining named executive officer compensation. The compensation committee will also continue to consider the outcome of the Company’s say-on-pay votes, as well as this direct stockholder input, when making future compensation decisions for our named executive officers and in respect of our compensation program generally.

~~Assessment of Named Executive Officer Performance~~

The compensation committee believes our named executive officers are highly qualified, talented and dedicated to the Company. The following is a summary of the compensation committee’s assessment of the performance of each named executive officer in 2019:

~~Andrew J. Littlefair—President and Chief Executive Officer~~

Mr. Littlefair’s leadership of the Company resulted in substantial growth in 2019 despite certain factors that negatively affected our performance as described above. He led our efforts to secure reauthorization of AFTC. Mr. Littlefair oversaw our RNG business and led our efforts with the U.S. EPA to address, among other things, matters that affect the market price for RINs. He worked diligently to promote the transition of shippers, manufacturers and other fleet operators to use natural gas vehicle fuel and to obtain commitments from these organizations to fuel at our stations. In addition, Mr. Littlefair served as our principal spokesperson to convey the Company’s message to customers, the finance and investor community, federal, state and local lawmakers and regulators, and the media.

~~Robert M. Vreeland—Chief Financial Officer~~

Since his appointment in the fourth quarter of 2014, Mr. Vreeland has directed our financial operations, including financial and capital plans and policies, accounting practices and procedures, and financial and tax reporting functions. He has also acted as the primary management contact for our audit committee and our independent registered public accounting firm. In 2019, he significantly contributed to our efforts to conserve cash resources, limit selling, general and administrative expenses and drive improved financial results.

~~Mitchell W. Pratt—Chief Operating Officer and Corporate Secretary~~

Mr. Pratt directed and managed the Company’s operations, engineering, construction, IT and public affairs teams. He also made vital contributions to the planning, engineering, construction, operation and maintenance of our natural gas fueling stations.

~~Barclay F. Corbus—Senior Vice President, Strategic Development~~

~~Mr. Corbus oversaw the development of key growth opportunities and financing strategies for the Company and interacted with the finance and investor community.~~

43

~~Table of Contents~~

Components of Compensation

Our named executive officers’ compensation consists of the following components:

•

Base salary;

•



Performance-based ~~and discretionary~~annual cash ~~bonuses;~~incentives;

•



Equity incentives;

•



Change in control and post-termination severance compensation; and

•



Other benefits that are generally available to all of our salaried employees.

The following ~~charts show~~chart shows the mix of components of compensation for our named executive officers for ~~2019:~~

2021:

[MISSING IMAGE: tm223596d1-pc_compen4c.jpg]

The compensation committee views the various components of compensation as distinct methods of achieving the various objectives of our compensation program and, as a result, it generally does not believe significant compensation derived from one component should negate or reduce compensation from other components. The compensation committee does, however, review and evaluate each executive’s total compensation, ~~as a whole,~~ and it may make decisions regarding levels of certain compensation components based on this evaluation of overall compensation, including, for instance, determinations regarding target levels under our performance-based cash ~~bonus plan or determinations regarding discretionary cash bonuses.~~incentive plan. The compensation committee also strives to provide an appropriate mix of long-term and short-term, cash and non-cash, and different forms of non-cash compensation; however, the compensation committee has not adopted formal plans or programs that allocate total compensation among these various characteristics.

35

TABLE OF CONTENTS

In determining the mix and level of compensation components for our named executive officers, Mr. Littlefair typically makes recommendations to our compensation committee regarding appropriate pay. After reviewing Mr. Littlefair’s recommendations, our compensation committee makes the final determination regarding compensation mix and levels for each of our named executive officers. Although Mr. Littlefair submits recommendations to the compensation committee regarding his own proposed compensation, which the committee ~~may take~~takes under advisement, ~~in its discretion,~~ Mr. Littlefair does not participate in the compensation committee’s deliberations regarding his own compensation.

Mr. Littlefair’s recommendations, and the compensation committee’s decisions, regarding the mix and level of compensation components for each of our named executive officers are based on a number of factors, including, among others, the individual’s performance and contribution to our ~~Strategic Plan~~strategic plan and other business objectives; the Company’s overall performance in light of business and industry conditions; general industry trends and market reference points;

44

~~Table of Contents~~

the level of the individual’s responsibility; the seniority of the individual; the individual’s long-term commitment to our Company; the available pool of individuals with similar skills; retention risk for the individual; principles of pay equity and relative pay (we generally believe that executives with comparable experience, levels of responsibility and performance deserve comparable compensation, and that more experienced executives with a greater degree of responsibility and higher performance levels deserve higher levels of compensation on a relative basis); the role of each compensation component in achieving the objectives of our executive compensation program; and the compensation committee’s business judgment and experience.

Base Salary

We provide base salaries ~~to:~~to recognize the experience, skills, knowledge, and responsibilities of our named executive officers; reward individual performance and contribution to our overall business goals; and retain our executives. The compensation committee reviews base salaries annually and relies on its judgment and discretion in determining the amount of each named executive officer’s base salary. Proposed base salaries are prepared by Mr. Littlefair and recommended to the compensation committee for its consideration and approval.

~~2019 and 2020 Base Salaries~~

In setting 2019 base salaries for our named executive officers, the compensation committee considered Mr. Littlefair’s recommendations; the Company’s performance, in light of business and industry conditions; the compensation committee’s assessment of each executive’s performance, experience, responsibilities, work demands and tenure, as well as the retention risk associated with each executive; and the Company’s key objectives of conserving cash resources and limiting selling, general and administrative expenses. Based on these factors,

For 2021, the compensation committee determined to maintain ~~2019~~Mr. Littlefair’s base salary at his 2020 level (it has been at the same level since 2015) and ~~2020~~to increase the base salaries ~~for our named executive officers at their 2018 levels, except that~~of Messrs. Vreeland, Pratt and Corbus by 13%, 8% and 8%, respectively. Messrs. Pratt’s and Corbus’ base salaries had not increased since 2014 and Mr. Vreeland’s base salary was increased ~~by 6% for 2019~~ to better align his compensation with his responsibilities and the base salaries of our other senior executives.

Base salaries for our named executive officers in ~~2018, 2019~~2020 and ~~2020~~2021 are as follows:

Named Executive Officer	2020 Base Salary ($)		2021 Base Salary ($)
Andrew J. Littlefair		700,812		700,812
Robert M. Vreeland		400,000		450,000
Mitchell W. Pratt		481,268		519,769
Barclay F. Corbus		443,415		478,888

2018 Base

2019 Base

2020 Base

Salary

Salary

Salary
Named Executive Officer

($)

($)

($)
Andrew J. Littlefair

700,812

700,812

700,812
Robert M. Vreeland

378,000

400,000

400,000
Mitchell W. Pratt

481,268

481,268

481,268
Barclay F. Corbus

443,415

443,415

443,415

Cash ~~Bonuses~~

~~2019~~Incentives

2021 Performance-Based Cash ~~Bonus~~Incentive Plan

~~Structure.~~

Our compensation committee believes ~~a performance-based~~ cash ~~incentive program is~~incentives are important to focus our management on, and reward our executives for, achieving ~~key~~ Company financial and strategic objectives on an annual basis, as well as to deliver adequate retention value when combined with our other incentive programs, which may be denominated in equity and/or designed to incentivize performance over a longer term than annually. The compensation committee has the discretion to determine performance criteria, consider factors and developments it deems relevant and award overall cash incentives in the amounts it deems appropriate.

36

TABLE OF CONTENTS

Each year our compensation committee approves a performance-based cash ~~bonus~~incentive plan and pays ~~bonuses~~incentives after reviewing our performance with respect to the criteria set forth in the ~~plan, subject to~~plan. Further, our compensation committee may, in its discretion, award additional special discretionary cash incentives for extraordinary efforts or performance by our named executive officers that the compensation ~~committee’s discretion to pay amounts that~~committee believes are ~~higher or lower than the payouts prescribed~~not otherwise covered by the performance criteria ~~set forth~~in our performance-based cash incentive plan. No discretionary incentive awards were made for 2021 performance.

As further detailed in the table below, based on our performance for 2021, the compensation committee awarded Mr. Littlefair an incentive under our performance-based plan equal to approximately 108% of his target (or “middle”) incentive and ~~subject to each~~awarded the other named executive ~~officer’s continued service as~~officers an ~~executive officer~~incentive under our performance-based plan equal to approximately 106% of ~~our Company as~~their target (or “middle”) incentives for 2021.

Name	Target Incentive			Percent of Target Incentive Paid		Total Payout
Andrew J. Littlefair		$	778,680		108%		$	839,337
Robert M. Vreeland		$	315,000		106%		$	334,611
Mitchell W. Pratt		$	363,838		106%		$	386,490
Barclay F. Corbus		$	335,222		106%		$	356,092

In February of 2021, the compensation committee approved a performance-based cash incentive plan that included base, middle and maximum performance targets for each of the ~~bonus payment date. The~~quantitative performance ~~criteria~~metrics described below. This was a return to our historic incentive plan design, and, unlike in 2020, we did not include any specific COVID-adjusted targets for cash bonus awards under the plan for 2019 were designed to incentivize management to make decisions that align our corporate goals with our stockholders’ interests, without promoting excessive risk-taking.

2021.

45

~~Table of Contents~~

For ~~2019,~~2021, the total potential cash ~~bonus~~incentive award under our performance-based cash ~~bonus~~incentive plan for each of our named executive officers was based on the ~~following:~~

following (the financial performance criteria are prepared by our Chief Financial Officer based on our annual budget, as amended, and the strategic initiatives are developed by our Chief Executive Officer):

•

33% was based on our adjusted EBITDA, which is a non-GAAP financial measure described below;

•



25% was based on the volume of GGEs of ~~natural gas~~RNG, CNG and LNG we delivered;

•



22% was based on the achievement (as determined in the compensation committee’s sole discretion) of certain specified strategic initiatives; and

•



20% was based on our volume margin, as defined below.

~~The compensation committee added~~

We believe this combination of objective financial performance criteria that include both revenue and profitability measures, combined with tying a portion of the ~~volume margin criteria in 2017~~incentive to ~~incentivize our~~the achievement of strategic objectives, appropriately incentivized the named executive officers to achieve ~~higher margins for the GGEs of natural gas we deliver, which we view as a material operating data point and a key indicator of the success of~~ our business initiatives and strategies. Under the performance-based cash bonus plan, the compensation committee has the discretion to determine and adjust the performance criteria, consider factors and developments it deems relevant and award overall bonuses in the amounts it deems appropriate.

Pursuant to the performance-based cash bonus plan, if we exceed a performance target, then each named executive officer receives a pro-rata portion of the incremental annual cash bonus amount, up to the next performance target. The financial performance criteria are prepared by our Chief Financial Officer based on our annual budget, and the strategic initiatives are developed by our Chief Executive Officer. The financial performance criteria and strategic initiatives are then presented to our compensation committeeobjectives for ~~review, comment, adjustment and ultimate approval.~~

~~Under our 2019 performance-based cash bonus plan:~~

 Mr. Littlefair was eligible to receive 70%, 100% or 150% of the base salary to which he is entitled under his employment agreement (which, for 2019, was 10% higher than the base salary actually paid to Mr. Littlefair, based on his voluntary election to reduce his base salary in February 2015) for our achievement of the base, middle and maximum performance targets, respectively, and we consider achievement of the middle performance targets to be Mr. Littlefair’s target bonus amount; and

 Each of Messrs. Vreeland, Pratt, and Corbus was eligible to receive 50%, 70% or 100% of his respective base salary for our achievement of the base, middle and maximum performance targets, respectively, and we consider achievement of the middle performance targets to be Messrs. Vreeland’s Pratt’s, and Corbus’ target bonus amount.

2021.

Performance Criteria.For ~~2019,~~2021, we defined the volume of GGEs of ~~natural gas~~RNG, CNG and LNG we delivered as (1) the volume of GGEs we sell to our customers as fuel, plus (2) the volume of GGEs dispensed at facilities we do not own but where we provide operation and maintenance services on a per-gallon or fixed fee basis, plus (3) our proportionate share of the GGEs sold as CNG by our joint venture, Mansfield Clean Energy Partners, LLC.

For ~~2019,~~2021, we defined volume margin as gross profit margin from the volumes of ~~natural gas~~RNG, CNG and LNG we delivered, excluding gross profit margin from certain royalties and from our sales of credits we generate under federal and state programs by selling RNG and conventional ~~natural gas~~RNG, CNG and LNG as a vehicle fuel, divided by the volumes of ~~natural gas~~RNG, CNG and LNG we delivered (where “gross profit margin” is our volume-related revenue less our volume-related cost of sales).

For ~~2019~~,2021, we defined adjusted EBITDA as net income (loss) attributable to Clean Energy, plus (minus) income tax expense (benefit), plus interest expense, minus interest income, plus depreciation and amortization expense, plus stock-based compensation expense, plus (minus) loss (income) from equity method investments, and plus (minus) any

46

~~Table of Contents~~

loss (gain) from changes in the fair value of derivative instruments. ~~The following table shows~~ See page 55 of this proxy statement for the calculation of our 2021 adjusted EBITDA, as ~~we defined it for~~ ~~2019~~ ~~and also reconciles this non-GAAP financial measure~~well as a reconciliation of adjusted EBITDA to ~~the GAAP measure~~ net income (loss):, which is the most comparable GAAP financial measure.

37


	~~Year Ended~~
	~~Dec. 31, 2019~~
	~~(in thousands)~~
~~Net income (loss) attributable to Clean Energy Fuels Corp.~~	$	TABLE OF CONTENTS ~~20,421~~
~~Income tax expense~~		~~858~~
~~Interest expense~~		~~7,574~~
~~Interest income~~		~~(2,437)~~
~~Depreciation and amortization~~		~~49,625~~
~~Stock-Based Compensation~~		~~3,880~~
~~Loss (income) from equity method investments~~		~~119~~
~~Loss (gain) from change in fair value of derivative instruments~~		~~5,545~~
~~Adjusted EBITDA~~	$	~~85,585~~

For ~~2019,~~2021, our strategic initiatives included ~~ending 2019~~winning a substantial portion of Amazon’s business with respect to fueling its natural gas vehicles, securing at least ~~$75.0 million in cash; driving heavy duty~~50 medium-duty truck ~~adoption through the~~ ~~Zero Now~~ ~~program; working to accelerate the adoption of natural gas trucks in the Ports of Los Angeles and Long Beach; and~~orders, securing reauthorization of ~~AFTC.~~

alternative fuel tax credit (“AFTC”) and working with the federal government to promote RNG initiatives, delivering 167.6 million GGEs of RNG, finalizing and beginning to implement joint ventures with BP and Total, and pursuing hydrogen projects and RNG initiatives.

The base, middle and maximum targets for the performance criteria under the ~~bonus~~incentive plan approved by our compensation committee for ~~2019,~~2021, as well as our actual performance for these criteria, are set forth in the following ~~table:~~

table. The middle target for each of our three financial performance criteria was set materially above our 2020 actual performance results, and required the executives to significantly improve on our 2020 actual performance results in order to earn a middle (target) bonus payment.

Performance Criteria	Weighting		Base Target			Middle Target			Maximum Target			Actual Performance
Adjusted EBITDA(1)		33%		$	44.0		$	55.4		$	66.0		$	57.0
Volume (in GGEs)(1)		25%			395.0			415.7			436.0			402.6
Volume Margin per GGE(1)		20%		$	0.228		$	0.237		$	0.252		$	0.261
Strategic Initiatives		22%			—			—			—			—

Maximum

Actual
Performance Criteria

Weighting

Base Target

Middle Target

Target

Performance
Adjusted EBITDA(1)

33
%
$
52.1

$
54.9

$
60.2

$
85.6
Volume (in GGEs)(1)

25
%

417.3

439.3

461.3

400.8
Volume Margin (per GGE)

20
%
$
0.18

$
0.20

$
0.21

$
0.18
Strategic Initiatives

22
%

—

—

—

—

(1)

~~(1)~~

Target and actual performance amounts shown in ~~thousands.~~

millions.

If each of the four performance criteria are achieved at the base performance level, Mr. Littlefair would be entitled to an incentive payment equal to 70% of his target bonus, while the other named executive officers would be entitled to an incentive payment equal to 50% of their base salaries. If each of the four performance criteria are achieved at the middle (target) performance level, Mr. Littlefair would be entitled to an incentive payment equal to 100% of his target bonus, while the other named executive officers would be entitled to an incentive payment equal to 70% of their base salaries. The maximum incentive payment for Mr. Littlefair is equal to 150% of his target bonus, and the maximum incentive payment for the other named executive officers is equal to 100% of their base salaries. Payouts for performance between the base and middle performance levels and between the middle and maximum performance levels are interpolated on a straight-line basis.

Payouts.The compensation committee met in February ~~2020~~2022 to review our ~~2019~~2021 actual performance versus the performance criteria and strategic initiative targets described above and to determine what payouts, if any, would be made under the ~~2019~~2021 performance-based cash ~~bonus~~incentive plan.

•

Our company achieved approximately 103% of the middle target for adjusted EBITDA, which was in-between our middle and maximum targets. This adjusted EBITDA performance resulted in an above target payout for this performance measure.

•

Our company achieved approximately 102% of the base target for the volume performance measure, which was in-between our base and middle targets. This volume performance resulted in a below target payout for this performance measure.

•

Our company achieved in excess of the maximum target for volume margin, which resulted in the capped maximum payout for this performance measure.

•

The compensation committee ~~determined:~~

 ~~50%~~determined that the named executive officers made significant progress on each of the strategic initiatives, ~~were achieved, which was consistent with target level performance,~~ and ~~therefore it was appropriate to provide~~decided that a payout equal to the middle target amount for the strategic initiatives performance ~~criterion.~~

 Reinstatement of AFTC in December 2019 resulted in an additional $47.1 million of revenue to our company that positively affected our reported adjusted EBITDA. In light of this, the compensation committee determined to provide ameasure was appropriate. This payout ~~equal to 75% of the maximum amount~~level for the ~~compensation-based adjusted EBITDA criterion.~~

 ~~Because we~~strategic initiatives was lower than the blended payout level achieved ~~100% of the base target for volume margin, the compensation committee determined it was appropriate to provide a payout equal to 100% of the base target amounts~~ for the ~~volume margin~~three financial performance ~~criterion.~~

 With respect to the volume performance criterion, we achieved 96% of the minimum volume target in 2019 and as a result, the compensation committee determined it was appropriate to provide no payout for the volume performance criterion.

measures.

47

~~Table of Contents~~

As further detailed in the table below, the compensation committee awarded Mr. Littlefair a bonus equal to approximately 73% of his target (or “middle”) bonus and awarded the other named executive officers a bonus equal to approximately 72% of their target (or “middle”) bonuses for 2019.

Percent of

Percent of



Percent of




Target

Target

Percent of

Target

Bonus

Bonus

Target

Bonus

Paid for

Paid for

Bonus

Paid for

GGE

Adjusted

Paid for

Strategic

Volume

EBITDA

Volume Margin

Initiatives

Percent of

Performance

Performance

Performance

Performance

Total Target

Total
Name

Criterion

Criterion

Criterion

Criterion

Bonus Paid

Payout
Andrew J. Littlefair

—

113
%
70
%
100
%
73
%
$
569,410
Robert M. Vreeland

—

107
%
71
%
100
%
72
%
$
200,600
Mitchell W. Pratt

—

107
%
71
%
100
%
72
%
$
241,356
Barclay F. Corbus

—

107
%
71
%
100
%
72
%
$
222,373

~~2020~~2022 Performance-Based Cash ~~Bonus~~Incentive Plan

In ~~March 2020,~~February 2022, the compensation committee approved our ~~2020~~2022 performance-based cash ~~bonus~~incentive plan. The plan has ~~substantially the same~~a similar design as our ~~2019~~2021 performance-based cash ~~bonus~~incentive plan, including the discretion afforded to our compensation committee in determining performance criteria, performance targets and actual payouts. The compensation committee decided to introduce a new performance measure based on our RNG volume to stress the strategic importance of this portion of our business, and this in turn resulted in different weightings for the incentive plan performance measures relative to our 2021 plan design.

38

TABLE OF CONTENTS

Among other things, the ~~2020~~2022 plan provides that the total potential ~~bonus~~incentive award for each of our named executive officers under the plan will be based on the following:

• ~~33%~~

30% will be based on our adjusted EBITDA, defined in substantially the same manner as was used for the ~~2019~~2021 plan;

•

 ~~25%~~

20% will be based on the volume of GGEs of ~~natural gas~~RNG, CNG and LNG we deliver, defined in substantially the same manner as was used for the ~~2019~~2021 plan;

•

New for 2022, 10% will be based on the volume of RNG we deliver;

• ~~22%~~

20% will be based on the achievement (as determined in the compensation committee’s sole discretion) of certain specified strategic initiatives; and

•



20% will be based on our volume margin, defined in substantially the same manner as was used for the ~~2019~~2021 plan.

~~2019 Discretionary Special Cash Bonuses~~

Our compensation committee may, in its discretion, award additional special cash bonuses to reward extraordinary efforts or performance by our named executive officers that the compensation committee believes are not otherwise covered by the performance criteria in our performance-based cash bonus plan. The compensation committee did not award any special cash bonuses to any of our named executive officers for performance in 2019.

Equity Incentives

We believe ~~motivation of~~ long-term performance motivation is achieved through an ownership culture that encourages performance by our named executive officers through the use of stock-based awards. Our equity incentive plans have been established to provide certain of our employees, including our named executive officers, with incentives designed to align these employees’ interests with the interests of our stockholders. In general, the compensation committee develops its equity award determinations based on its judgments as to whether ~~the~~these equity awards ~~provided to our named executive officers~~ are sufficient to further our ownership culture, appropriately align the interests of our named executive officers with those of our stockholders and retain, motivate, and adequately reward our executives on a long-term basis.

48

~~Table of Contents~~

We have historically granted our named executive officers ~~the following three types~~a combination of ~~equity awards under our equity incentive plans:~~ stock options ~~RSUs~~ and ~~price-vested units (“Price-Vested Units” or “PVUs”). In addition, in February 2019, our~~RSUs. These awards are subject to both time-based and performance-based vesting requirements, and the compensation committee ~~awarded a new type~~has exercised its judgment on the weighting of ~~equity award~~stock options relative to ~~our named executive officers, which we refer to as volume-vested options (“Volume-Vested Options” or “VVOs”). Each of these types of equity awards is described below.~~

RSUs in any given year.

	Time and Performance-Based Stock Options:			• Afford the recipient the option to purchase shares of our common stock at a stated price per share. •  All stock option awards granted under our equity incentive plans include an exercise price equal to the closing price of our common stock on the applicable grant date, and the grant date is always on or after the date of compensation committee approval. • ~~Stock~~ Time-based stock option awards granted to our named executive officers typically vest at a rate of 34% on the one-year anniversary of the date of grant and 33% on each subsequent anniversary until fully vested, subject to the named executive officer’s continued service for our Company at each vesting date. • The vesting of performance-based options granted to our named executive officers generally requires the achievement of objective performance targets or the attainment of a premium price per common share that is set as a multiple of the closing price of a share of common stock on the grant date. In December of 2021, the compensation committee introduced two new types of performance-based stock option awards that are described in more detail below. The vesting of performance-based options is also subject to the named executive officer’s continued service for our Company at each vesting date.
~~RSUs:~~	Time and Performance-Based RSUs:			• Full-value awards that represent the contingent right to receive shares of our common stock upon achievement of stated vesting criteria. •  Time-based RSU awards granted to our named executive officers typically vest at a rate of 34% on the one-year anniversary of the date of grant and

39

TABLE OF CONTENTS

33% on each subsequent anniversary until fully vested, subject to the named executive officer’s continued service for our Company at each vesting date.

•

~~PVUs:~~

~~A form~~

The vesting of ~~RSU in which~~performance-based RSUs granted to our named executive officers generally requires the ~~shares subject to~~achievement of objective performance targets or the ~~award are earned if and when certain stock~~attainment of a premium price ~~hurdles (“Stock Price Hurdles”) are achieved.~~

~~The shares subject to the PVUs are only earned, or “vest,” if~~per common share that is set as a multiple of the closing price of ~~our common stock equals or exceeds, for 20 consecutive days during the third or fourth year following grant, 135%~~a share of ~~the price of our~~ common stock on the grant date.

~~VVOs:~~

~~A form~~ The vesting of performance-based ~~stock option in which the shares~~RSUs is also subject to the ~~award are earned if and when certain volume delivery hurdles (“Volume Hurdles”) are achieved.~~

The shares subject to the VVOs are earned, or “vest,” at a rate of 34% on the one-year anniversary of the date of grant and 33% on the second and third anniversaries of the date of grant if, as of each such date, (1) the volume of GGEs of natural gas delivered by us in our most recently completed fiscal��year, defined as described under “Cash Bonuses—2019 Performance-Based Cash Bonus Plan—Performance Criteria,” has increased by 10% or more relative to the volume of GGEs of natural gas delivered by us in the fiscal year immediately preceding our most recently completed fiscal year, and (2) the named executive ~~officer continues to be in~~officer’s continued service for our Company at ~~such~~each vesting date.

Equity Awards Granted in 2021

In ~~2017,~~January 2021, the compensation committee ~~adopted equity award guidelines for~~awarded time-based RSUs and stock options to our named executive officers ~~regarding~~in the ~~timing and mix of equity awards (although, as guidelines, these practices remain subject to variance at~~amounts set forth in the compensation committee’s discretion). Under these guidelines, our named executive officers receive annual equity awards in our first quarter, typically in connection with annual performance reviews. These annual equity awards include a mix of different types of awards, which may include stock options, RSUs, PVUs, in addition to the newly adopted VVOs or any other type of equity award ourtable below. The compensation committee may approve. The annual equity award levels, the types of awards and the proportion of award types are determined by the compensation committee on an annual basis in its discretion based on a number of factors, including, for instance, the status of our named executive officers’ then-outstanding equity awards; market factors and trends; and the goals sought to be achieved with each award. The

49

~~Table of Contents~~

~~following examples demonstrate the type of factors the compensation committee may consider in making these determinations:~~

 As an example, the compensation committee may choose to grant PVUs if a strong stock-price performance incentive is desired because, in its view, PVUs have a robust performance orientation based on the market price of our common stock due to the forfeit of these awards in full if the Stock Price Hurdle is not achieved within the period specified by the award.

 Similarly, the compensation committee may choose to grant VVOs if a performance incentive is desired, but the preferred metric is operations (volume)-based rather than market-based due to, among a variety of other potential reasons, general unpredictability and instability in the markets or a belief that a volume incentive could provide greater long-term value to the Company under the Strategic Plan and our other business initiatives.

 ~~As another example, the compensation committee may determine to grant~~granted stock option orand RSU awards with time-based ~~rather than performance-based~~ vesting in order to provide greater certainty of vesting and value while still incentivizing long-term performance over time, ~~particularly in periods~~after taking into account the status of ~~increased~~our named executive officers’ then-outstanding equity awards, volatility in our stock price due to general market and industry conditions, ~~and a resulting decreased likelihood of vesting and/or overall value of other outstanding equity awards.~~

~~In determining award types and amounts,~~ the ~~compensation committee may consider a number of factors, including, among others:~~

 ~~The~~ greater value of RSUs to executives due to their full-value ~~nature;~~

 ~~The ability to use fewer shares to achieve similar value with RSUs as compared to stock options;~~

 ~~The~~nature, and the need for stock price appreciation ~~in order~~ to provide any value with stock option ~~awards; and~~

 ~~The treatment of these forms of equity awards under~~awards. For the ~~terms of the 2016 Plan, including the counting of shares subject to RSU awards at 150% and thereby more rapidly depleting the share reserve under this plan.~~

The implementation of these equity award guidelines is intended to provide our executives more stable and predictable incentives by granting them awards on an annual basis, while maintaining an appropriate level of discretion by our compensation committee to vary the mix and levels of awards as our business and industry fluctuate and evolve over time. In addition, by splitting annual equity awardJanuary grants, among a mix of different types of awards, these guidelines are also intended to help reduce the effects of equity awards that may have vesting criteria, exercise prices or other conditions that become unattainable or reduce their value over time, in some cases due to factors that may be outside our control, which can cause the awards to deliver inadequate retention value or fail to achieve their long-term incentive purposes, and which can also lead to a large “overhang” of shares subject to outstanding equity awards that are unlikely to vest, settle or be exercised.

~~2019 Annual Equity Awards~~

~~In February 2019,~~the compensation committee awarded VVOs and stock options to our named executive officers in the amounts set forth in the table below. These awards were granted as annual equity awards under our equity award guidelines for our named executive officers. For 2019, the mix of ~~VVOs~~RSUs and stock options was determined based on the factors described above, with a target proportion of ~~30%~~40% of the total shares subject to each executive’s equity awards being in the form of ~~VVOs~~RSUs and ~~70%~~60% of the total shares subject to each executive’s equity awards being in the form of stock options.

50

~~Table of Contents~~

These VVOs are subject to the terms and conditions of the 2016 Plan and a Notice of Grant of Stock Option and Stock Option Agreement, have an exercise price of $2.19 per share, and only vest on each of the first, second and third anniversaries of the date of grant if the applicable Volume Hurdle performance condition is achieved as of each such vesting date. These stock options are subject to the terms and conditions of the 2016 Plan and a Notice of Grant of Stock Option and Stock Option Agreement, have an exercise price of $2.19 per share, and vest according to the typical three-year vesting schedule described above.

Number of

Number of
Named Executive Officer

VVOs

Stock Options
Andrew J. Littlefair

72,225

168,525
Robert M. Vreeland

37,800

88,200
Mitchell W. Pratt

37,800

88,200
Barclay F. Corbus

37,800

88,200

~~2020 Annual Equity Awards~~

~~In February 2020,~~ the compensation committee awarded RSUs and stock options to our named executive officers in the amounts set forth in the table below. These awards were granted as annual equity awards under our equity award guidelines for our named executive officers.

These RSUs are subject to the terms and conditions of the 2016 Plan and a Notice of Grant of Restricted Stock Unit and Restricted Stock Unit Agreement, and vest according to the typical three-year vesting schedule described above. These stock options are subject to the terms and conditions of the 2016 Plan and a Notice of Grant of Stock Option and Stock Option Agreement, have an exercise price of ~~$2.56~~$10.18 per share, and vest according to the typical three-year vesting schedule described above.

Named Executive Officer	Number of RSUs		Grant Date Value of RSUs ($)		Number of Stock Options		Grant Date Value of Stock Options ($)
Andrew J. Littlefair		122,400		1,246,032		183,600		1,417,392
Robert M. Vreeland		68,400		696,312		102,600		792,072
Mitchell W. Pratt		68,400		696,312		102,600		792,072
Barclay F. Corbus		68,400		696,312		102,600		792,072

Number of

Number of
Named Executive Officer

RSUs

Stock Options
Andrew J. Littlefair

61,200

91,800
Robert M. Vreeland

34,200

51,300
Mitchell W. Pratt

34,200

51,300
Barclay F. Corbus

34,200

51,300
Throughout the third and fourth quarters of 2021, the compensation committee met and it determined that the Company was at a critical juncture and that it was of primary importance to incentivize the named executive officers to (1) create long-term stockholder value by increasing the Company’s price per share and (2) strategically execute on expanding the Company’s RNG business over the long-term. The compensation committee decided to introduce two new types of performance-based stock option awards into our executive compensation program, and made grants of these performance-based stock option awards along with additional time-based stock options to each of the named executive officers in December. The December grants represent the largest component of each named executive officer’s 2021 compensation and are intended to provide a meaningful performance-based equity incentive over a number of years going forward to incentivize the executives to execute our transformative strategy. Although the size of the December grants was larger than our historical grants, over 50% of the grant date value of each executive’s grant (and approximately 66% of the grant date value of Mr. Littlefair’s grant) will only vest and have any value to the executives if we are able to increase the closing price of our common stock by a greater than 100% premium above the closing price on the grant date.

The first new performance-based option is structured to incentivize long-term RNG growth and the vesting of 100% of each grant is subject to the Company’s attainment of RNG supply through investment milestones. In 2021, RNG sales represented 78% of our total vehicle fuel sales. In order to achieve our five-year strategic plan and achieve our projected five-year RNG volume, revenue and income goals, we

40

TABLE OF CONTENTS

believe we will need to make significant capital investments in order to increase our RNG supply through investment. The performance-based options are structured so that there are four separate vesting tranches, with each tranche requiring us to secure 15 million GGEs of RNG supply via investment in order to vest (i.e., the first tranche will vest if we secure 15 million GGEs of RNG supply via investment, the second tranche will vest if we secure an additional 15 million GGEs of RNG supply via investment for a total of 30 million GGEs, the third tranche will vest if we secure an additional 15 million GGEs of RNG supply via investment for a total of 45 million GGEs and the final tranche will vest if we secure an additional 15 million GGEs of RNG supply via investment for a total of 60 million GGEs). We believe these represent challenging multi-year goals that if the named executive officers are able to achieve, will help drive our transformative strategic plan and the achievement of our future RNG volume, revenue and income goals. Each named executive officer must also remain in continued service for our Company at each vesting date in order to vest.

The second new performance-based option was the largest component of each executive’s December grant and is structured to incentivize long-term appreciation in the value of our shares. The vesting of 100% of each grant is subject to our attainment of a stock price representing a greater than 100% premium above the closing price of a share of common stock on the grant date. In order for these performance-based options to vest, we must achieve an average closing price equal to or above $14.00 per share over a twenty consecutive trading day period. Each named executive must also remain in continued service for our Company on the vesting date in order to vest.

Each named executive officer was also awarded an additional grant of time-based options that vest according to the typical three-year vesting schedule described above.

All of these December stock options are subject to the terms and conditions of the 2016 Plan and a Notice of Grant of Stock Option and Stock Option Agreement, and have an exercise price of $6.77 per share.

Named Executive Officer	Number of Time-Based Options		Number of RNG Options		Number of Premium Share Price Options		Grant Date Value of Stock Options ($)
Andrew J. Littlefair		250,000		250,000		1,000,000		6,537,500
Robert M. Vreeland		150,000		150,000		375,000		2,826,750
Mitchell W. Pratt		150,000		150,000		375,000		2,826,750
Barclay F. Corbus		150,000		200,000		375,000		2,941,250

As discussed above, the compensation committee spent significant time in the third and fourth quarters of 2021 evaluating the structure of our long-term equity incentive awards and designing our two new types of performance-based options. Once the design of our performance-based options was approved, the compensation committee determined to grant the named executive officers their long-term incentive awards in December of 2021 and in light of these awards has also determined to make no further long-term incentive awards in 2022. This shift in grant timing had the effect of increasing Messrs. Littlefair’s, Vreeland’s, Pratt’s and Corbus’ 2021 compensation by $6,537,500, $2,826,750, $2,826,750 and $2,941,250, respectively. Because of the December grants, the compensation committee determined it will not grant any additional equity awards to named executive officers in calendar 2022.

Change in Control and Post-Termination Severance Compensation

Our employment agreements with our named executive officers, described under “Employment Agreements” below, provide them certain benefits if their employment is terminated, including a termination following a change in control but excluding a termination by the Company for cause or a voluntary termination by the named executive officer without good ~~reason and not following a change in control.~~reason. The compensation committee believes these benefits are important tools for retaining the services of our named executive officers and helping to align the interests of our named executive officers with those of our stockholders. The details and amounts of these benefits are described below under ~~“Compensation of Executive Officers and Directors—~~“Executive Compensation — Potential Payments Upon Termination or Change in Control.”

41

TABLE OF CONTENTS

All equity awards granted to our named executive officers after November 2014, including the RSUs and stock options ~~and VVOs~~ awarded to our named executive officers in ~~2019 and 2020 to date,~~2021, are subject to double-trigger vesting upon a change in control. The compensation committee previously determined to modify the standard vesting provisions of our named executive officers’ equity awards from “single-trigger” to “double-trigger” vesting in connection with a change in control because it believes double-trigger vesting more accurately reflects current market practices but still provides appropriate benefits to executives in the event of a termination in connection with a change in control, and is thus in the best interests of our Company and our stockholders. Further, we ~~have~~do not ~~agreed to make~~provide any excise tax “gross-up” payments to our executives in connection with a change in control.

51

~~Table of Contents~~

Other Benefits

We appreciate the tremendous value and contributions of our employees, and we believe providing a competitive employee benefits program is one of our most important investments. As a result, we offer an employee benefits program with a wide range of plans designed to promote the health and personal welfare of all employees, including our named executive officers. Participation in these plans is generally available to all of our employees on the same basis.

~~Retirement Benefits: 401(k) Plan. We sponsor~~ The Company provides minimal perquisites to executives which are noted in the ~~Clean Energy 401(k) Plan, which is intended to be a qualified retirement plan under Section 401(k)~~description of “All Other Compensation” disclosed in the ~~Code and is designed to enable our employees to save for retirement. To help increase the retirement savings of our employees, we contribute (or “match”),~~Summary Compensation Table on a discretionary basis, up to 50% of our employees’ annual contributions to the 401(k) plan. We believe this contribution, which is not subject to any vesting conditions, exceeds the market practices in our industry.

page 45.

~~Health and Welfare Benefit Plans~~. We recognize that good employee health is good business. We provide health and welfare benefit plans that are intended to ensure that our employees and their families have robust, competitive and cost-effective choices. We provide a variety of coverage options that allow employees to choose health and welfare benefits that best meet their needs, and we substantially contribute to the cost of premiums. These plans include HMO and PPO medical, dental, vision, life, AD&D, long term care, disability and pet insurance.

~~Employee Assistance Program (“EAP”)~~. Our EAP connects employees and their immediate family members to resources that provide counseling and support. Employees have access to professionals 24 hours a day, seven days a week, and these professionals can assist with a variety of personal issues.

~~ESPP.~~ The purpose of our employee stock purchase plan (“ESPP”) is to provide employees with the opportunity to acquire a stock ownership interest in our Company through the purchase of common stock at a discount from the current market price.

Employment Agreements

We entered into employment agreements with each of our named executive officers on December 31, 2015. These employment agreements have the following key terms:

•

Each employment agreement ~~has an~~is passed its initial three-year term ~~of three years ending~~and now automatically renews on December 31 ~~2018, and automatic renewal thereafter~~ for additional one-year periods (unless either party provides notice of non-renewal).

•



Each named executive officer is entitled to receive an annual base salary of no less than his base salary in 2015, which was the same as each named executive officer’s base salary for 2019 and 2020, except that (1) Mr. Littlefair’s 2019 base salary was lower as a result of his voluntary election to reduce his salary by 10% in February 2015, and (2) Mr. Vreeland’s 2019 and 2020 base salary was higher as a result of a salary increase from 2018 to 2019 as described above.2015.

•



Each named executive officer is eligible to receive an annual cash ~~bonus~~incentive of up to a specified percentage of his then-current annual base salary under the terms of our performance-based cash ~~bonus~~incentive plan in effect for the applicable year. Mr. Littlefair is eligible to receive 70%, 100% or 150% of $778,680 for our achievement of the base, middle and maximum performance targets, respectively, and we consider achievement of the middle performance targets to be Mr. Littlefair’s target incentive amount; each of Messrs. Vreeland, Pratt, and Corbus is eligible to receive 50%, 70% or 100% of his respective base salary for our achievement of the base, middle and maximum performance targets, respectively, and we consider achievement of the middle performance targets to be Messrs. Vreeland’s Pratt’s, and Corbus’ target incentive amount.

•



Each named executive officer would be entitled to receive certain severance compensation and benefits under certain circumstances upon a termination of the named executive officer’s employment with us. The details of this severance are described below under ~~“Compensation of Executive Officers and Directors—~~“Executive Compensation — Potential Payments Upon Termination or Change in Control.” ~~In general, and in comparison to the severance compensation and benefits under our former~~The employment agreements ~~with our named executive~~

52

~~Table of Contents~~

~~officers, the current employment agreements provide for larger~~condition severance ~~payments, but condition these~~ payments on a so-called “double-trigger” upon a change in ~~control, rather than a “single-trigger” upon a change in control as was provided in the former employment agreements.~~control. The employment agreements also do not include any “gross-up” provision for any excise taxes that may be triggered in connection with a change in control under Sections 280G and 4999 of the Code, and instead include a “best-net” cutback provision under which benefits are reduced to avoid triggering any such excise taxes unless the after-tax benefit is greater to the named executive officer without the cutback. The compensation committee determined that these terms are appropriate because they better align our severance and change of control payment practices with current market expectations and the interests of our named executive officers with those of our stockholders, while still providing a level of benefits the compensation committee believes is fair and reasonable and maintaining the retention value of these benefits.

Other Compensation Policies

Executive Stock Ownership Guidelines

We believe it is important to encourage our named executive officers to hold a material amount of our common stock, which links their long-term economic interest directly to that of our stockholders. To achieve

42

TABLE OF CONTENTS

this goal, we have established stock ownership guidelines applicable to our named executive officers. These guidelines provide that our Chief Executive Officer is required to own shares of our common stock valued at three times his annual base salary or more, and each of our Chief Financial Officer, Chief Operating Officer, Chief Marketing Officer, Senior Vice President, Strategic Development, and Senior Vice President, Sales, ~~and Finance,~~ in each case if any person is appointed in such position, is required to own shares of our common stock valued at one times his annual base salary or more. Such level of ownership must be attained by the later of December 14, 2019 and five years after the date of an executive officer’s initial appointment as such. Stock options are not counted toward satisfaction of these stock ownership requirements. Executives who attain the applicable stock ownership level by the stated deadline will continue to satisfy the stock ownership requirements if the value of their stock holdings declines after such deadline solely due to a decrease in the trading price of our common stock. Each of our named executive officers had satisfied these stock ownership guidelines as of the record date for the Annual Meeting.

Hedging and Pledging of Company Securities

Our policies do not permit any of our executive officers or directors to “hedge” ownership of our securities by engaging in short sales or trading in put options, call options or other derivatives involving our securities. This means that our employees and directors may not purchase financial instruments or otherwise engage in transactions that hedge or offset, or are designed to hedge or offset, any decrease in the market value of our equity securities. Further, our policies do not permit an executive officer or director to hold our securities in a margin account or pledge our securities as collateral for a loan unless the executive officer or director demonstrates to our satisfaction financial capacity to substitute other assets for Company securities in the event of a failure to meet a margin call or a default on the loan.

As of the date of this Proxy Statement, none of our directors or executive officers has pledged any of the shares of our common stock he or she owns.

Clawback Policy

The compensation committee has adopted a formal clawback policy regarding recoupment, or a “clawback,” of cash compensation in certain circumstances. The purpose of this clawback policy is to help ensure that executives act in the best interests of the Company and our stockholders. The clawback policy requires certain of our officers, including our named executive officers, to repay or return any cash ~~bonus~~incentive or other incentive cash compensation awarded to or received by such officer(s) in the event we issue a restatement of our financial statements due to material noncompliance with any financial reporting requirements and the restatement was caused by such officer’s fraud, intentional misconduct or gross negligence. In each case, the officer(s) would be required to repay or return the incentive cash compensation awarded to or received by the officer during the ~~12‑month~~12-month period following the filing of the erroneous financial statement at issue. Pursuant to the clawback policy, in the event of any restatement of our financial statements, the compensation committee would consider a number of factors and exercise its business judgment in determining appropriate amounts, if any, to recoup. Further, the compensation committee retains the discretion to adjust or recover

53

~~Table of Contents~~

awards or payments if the relevant performance measures on which they are based are restated or are otherwise adjusted in a manner that would reduce the size of the award or payment. The clawback policy applies to cash compensation awarded to our officers from and after the date of its adoption.

Tax and Accounting Effects

In designing our compensation programs, the compensation committee considers the financial impact and tax and accounting effects that each element of compensation will or may have on the Company and our executives. One such area the compensation committee considers is the tax deductibility of each component of executive compensation. Prior to December 22, 2017, when the Tax Cuts and Jobs Act of 2017 (“TCJA”) was signed into law, Section 162(m) generally prohibited us from taking a tax deduction in any tax year for compensation paid to certain executive officers that exceeded $1,000,000, unless the compensation was payable only upon the achievement of pre-established, objective performance goals under a plan approved by our stockholders. As a result, we believe certain stock option ~~RSU~~ and ~~PVU~~RSU awards we granted to our named executive officers before the impact of the TCJA have qualified as performance-based compensation under Section 162(m), although there is no guarantee that such equity awards, or any

43

TABLE OF CONTENTS

other performance-based compensation paid to our named executive officers, qualify as such. Under the TCJA, the exception for performance-based compensation under Section 162(m) has been repealed, so that the $1,000,000 limit on tax deductions in a tax year generally applies to anyone serving as our chief executive officer or our chief financial officer at any time during a taxable year as well as our top three other highest-compensated executive officers serving at fiscal year-end. These changes generally ~~apply beginning in 2018, but generally~~ do not apply to compensation provided pursuant to a binding written contract in effect on November 2, 2017 that is not modified in any material respect after that date. The compensation committee will continue to monitor developments under the TCJA, and will continue to consider steps that might be in our best interests to comply with Section 162(m), including after the impact from the TCJA. It is the compensation committee’s present intention to seek to structure executive compensation so that it will be deductible to the maximum extent permitted by applicable law, which means administering performance-based equity awards that were granted in 2017 or earlier in accordance with Section 162(m), as amended by the TCJA, in order to preserve their tax deductibility to the greatest extent possible; however, the compensation committee reserves the discretion to make any executive compensation decisions that it considers to be in the best interests of our Company and our stockholders, including to award compensation that may not be deductible or to amend existing compensation arrangements in a manner that could limit their deductibility.

54

~~Table of Contents~~

COMPENSATION COMMITTEE REPORT

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

~~Chairman~~

Compensation Committee:

~~John S. Herrington,~~Lizabeth A. Ardisana, ~~Acting~~ Chairman

~~Lizabeth Ardisana~~

Kenneth M. Socha

Parker A. Weil

This compensation committee report shall not be deemed to be “soliciting material,” or to be “filed” with the SEC or subject to Regulation 14A or 14C under the Exchange Act, other than as provided by applicable SEC rules, or to the liabilities of Section 18 of the Exchange Act, except to the extent that we specifically request that the information be treated as soliciting material or specifically incorporate it by reference into a document filed under the Securities Act or the Exchange Act. This compensation committee report will not be deemed to be incorporated by reference into any filing under the Securities Act or the Exchange Act, except to the extent that we specifically incorporate it by reference.

55

44

~~Table of Contents~~TABLE OF CONTENTS

EXECUTIVE COMPENSATION

Summary Compensation Table

The following table summarizes the total compensation awarded to, earned by or paid to each of our named executive officers for ~~2017, 2018~~2019, 2020 and ~~2019:~~

2021:

Name and Principal Position	Year		Salary ($)		Bonus ($)		Stock Awards ($)(1)		Option Awards ($)(1)		Non-Equity Incentive Plan Compensation ($)(2)		All Other Compensation ($)(3)		Total ($)
Andrew J. Littlefair President and Chief Executive Officer		2021		700,812		—		1,246,032		7,954,892		839,337		70,120		10,811,193
		2020		700,812		253,071		156,672		139,536		506,142		70,120		1,826,353
		2019		700,812		—		—		308,160		569,410		66,611		1,644,993
Robert M. Vreeland Chief Financial Officer		2021		450,000		—		696,312		3,618,822		334,611		13,000		5,112,745
		2020		400,000		100,000		87,552		77,976		200,000		13,000		878,528
		2019		396,192		—		—		161,280		200,600		12,500		770,572
Mitchell W. Pratt Chief Operating Officer and Corporate Secretary		2021		519,769		—		696,312		3,618,822		386,490		13,000		5,234,393
		2020		481,268		120,317		87,552		77,976		240,634		13,000		1,020,747
		2019		481,268		—		—		161,280		241,356		12,500		896,404
Barclay F. Corbus Senior Vice President, Strategic Development and Renewable Fuels		2021		478,888		—		696,312		3,733,322		356,092		13,000		5,277,614
		2020		443,415		110,854		87,552		77,976		221,708		13,000		954,505
		2019		443,415		—		—		161,280		222,373		12,500		839,568

Non‑Equity




Stock

Option

Incentive Plan

All Other

Salary

Awards

Awards

Compensation

Compensation

Total
Name and Principal Position

Year

($)

($)(1)

($)(1)

($)(2)

($)(3)

($)
Andrew J. Littlefair

2019

700,812

—

308,160

569,410

66,611

1,644,993
President and Chief Executive Officer

2018

700,812

292,838

188,100

713,271

66,361

1,961,382

2017

700,812

637,404

434,200

512,491

22,626

2,307,533

Robert M. Vreeland

2019

396,192

—

161,280

200,600

12,500

770,572
Chief Financial Officer

2018

378,000

162,688

83,600

234,738

12,250

871,276

2017

378,000

266,456

182,182

171,525

12,000

1,010,163

Mitchell W. Pratt

2019

481,268

—

161,280

241,356

12,500

896,404
Chief Operating Officer and Corporate Secretary

2018

481,268

162,688

83,600

298,867

12,250

1,038,673

2017

481,268

222,047

151,818

218,384

12,000

1,085,517

Barclay F. Corbus

2019

443,415

—

161,280

222,373

12,500

839,568
Senior Vice President, Strategic Development

2018

443,415

162,688

83,600

275,361

12,250

977,314

2017

443,415

156,740

126,813

201,208

12,000

940,176

(1)

~~(1)~~

The amounts shown in this column represent the grant date fair value of awards granted in each of the periods calculated in accordance with Financial Accounting Standards Board’s Accounting Standards Codification Topic 718, “Compensation –— Stock Compensation” (“(“FASB ASC 718”). For a discussion about the valuation models and assumptions used to calculate the fair value of these awards, see note 1413 to the consolidated financial statements included in the Annual Report. ~~The~~For the RNG-based performance options granted in December of 2021, the grant date fair value is reported based on the probable outcome of the ~~VVO awards granted~~applicable performance conditions as determined on the grant date, which results in ~~2019 under FASB ASC 718 is~~a grant date fair value for these options as follows: Mr. Littlefair ($572,500), Mr. Vreeland ($343,500), Mr. Pratt ($343,500) and Mr. Corbus ($458,000). If we achieve the ~~same at~~highest level of performance for the ~~maximum~~RNG-based performance options, the grant date fair value would increase to the following amounts: Mr. Littlefair ($1,145,000), Mr. Vreeland ($687,000), Mr. Pratt ($687,000) and ~~probable performance levels.~~

Mr. Corbus ($916,000).

(2)

The amounts shown in ~~this~~the Non-Equity Incentive Plan Compensation column represent the cash ~~bonuses~~incentives paid under our ~~performance‑based~~performance-based cash ~~bonus~~incentive plan, as described under “Compensation Discussion and ~~Analysis—~~Analysis — Components of ~~Compensation—~~Compensation — Cash ~~Bonuses—2019 Performance‑Based Cash Bonus Plan”~~Incentives” above.

(3)

The amounts shown in this column represent, (a) for all named executive officers, the Company’s matching contributions under its savings plan qualified under Section 401(k) of the Code, and (b) for Mr. Littlefair in ~~2019,~~2021, $43,485 and ~~$10,626~~$13,635 paid by the Company for life insurance premium and vehicle lease payments, respectively.

56

45

~~Table of Contents~~TABLE OF CONTENTS

Grants of ~~Plan‑Based~~Plan-Based Awards

The following table summarizes all ~~plan‑based~~plan-based awards granted to each of the named executive officers in ~~2019:~~

2021:

Name	Grant Date		Estimated Future Payouts Under Non-Equity Incentive Plan Awards(1)						Estimated Future Payouts Under Equity Incentive Plan Awards Target (#)(2)		All Other Stock Awards: Number of Shares of Stock or Units(3) (#)		All Other Option Awards: Number of Securities Underlying Options(4) (#)		Exercise or Base Price of Option Awards $(/Sh)		Grant Date Fair Value of Stock and Option Awards(5) ($)

			Threshold ($)		Target ($)		Maximum ($)
Andrew J. Littlefair		—		545,076		778,680		1,168,020				—		—		—		—
		1/21/2021		—		—		—				122,400		—		—		1,246,032
		1/21/2021		—		—		—				—		183,600		10.18		1,417,392
		12/07/2021		—		—		—		1,250,000		—		250,000		6.77		6,537,500
Robert M. Vreeland		—		225,000		315,000		450,000				—		—		—		—
		1/21/2021		—		—		—				68,400		—		—		696,312
		1/21/2021		—		—		—				—		102,600		10.18		792,072
		12/07/2021		—		—		—		525,000		—		150,000		6.77		2,826,750
Mitchell W. Pratt		—		259,885		363,838		519,769				—		—		—		—
		1/21/2021		—		—		—				68,400		—		—		696,312
		1/21/2021		—		—		—				—		102,600		10.18		792,072
		12/07/2021		—		—		—		525,000		—		150,000		6.77		2,826,750
Barclay F. Corbus		—		239,444		335,222		478,888				—		—		—		—
		1/21/2021		—		—		—				68,400		—		—		696,312
		1/21/2021		—		—		—				—		102,600		10.18		792,072
		12/07/2021		—		—		—		575,000		—		150,000		6.77		2,941,250

x

All Other

Option

Exercise

Grant

Estimated Future Payouts

Awards:

or

Date Fair

Under Equity

Number of

Base

Value of

Under Non‑Equity Incentive

Incentive

Securities

Price of

Stock and

Plan Awards(1)

Plan Awards (2)

Underlying

Option

Option

Threshold

Target

Maximum

Target

Options(3)

Awards

Awards(4)
Name

Grant Date

($)

($)

($)


(#)

(#)

($/Sh)

($)
Andrew J. Littlefair

—

545,076

778,680

1,168,020

—

—

—

—

02/25/2019

—

—

—

—

168,525

2.19

215,712

02/25/2019

—

—

—

72,225

—

2.19
(2)
92,448
Robert M. Vreeland

—

200,000

280,000

400,000

—

—

—

—

02/25/2019

—

—

—

—

88,200

2.19

112,896

02/25/2019

—

—

—

37,800

—

2.19
(2)
48,384
Mitchell W. Pratt

—

240,634

336,888

481,268

—

—

—

—

02/25/2019

—

—

—

—

88,200

2.19

112,896

02/25/2019

—

—

—

37,800

—

2.19
(2)
48,384
Barclay F. Corbus

—

221,708

310,391

443,415

—

—

—

—

02/25/2019

—

—

—

—

88,200

2.19

112,896

02/25/2019

—

—

—

37,800

—

2.19
(2)
48,384

(1)

~~(1)~~

The amounts shown in these columns represent the possible payouts under the ~~2019 performance‑based~~2021 performance-based cash ~~bonus~~incentive plan based on achievement levels for certain specified Company performance criteria. The actual amounts paid pursuant to the ~~2019 performance‑based~~2021 performance-based cash ~~bonus~~incentive plan are reported in the Summary Compensation Table in the ~~“Non‑Equity~~“Non-Equity Incentive Plan Compensation” column. The ~~2019 performance‑based~~2021 performance-based cash ~~bonus~~incentive plan is described under “Compensation Discussion and ~~Analysis—~~Analysis — Components of ~~Compensation—~~Compensation — Cash ~~Bonuses—2019 Performance‑Based~~Incentives — 2021 Performance-Based Cash ~~Bonus~~Incentive Plan” above.

(2)

The amounts shown in this column represent shares subject to ~~VVO~~performance-based option awards granted on ~~February 25, 2019~~December 7, 2021 pursuant to our 2016 Plan and have a vesting ~~schedule~~schedules as ~~follows: 34%, 33%~~follows. For 250,000 options granted to Mr. Littlefair, 150,000 options granted to each of Mr. Vreeland and ~~33%~~Pratt and for 200,000 options granted to Mr. Corbus: 25% of the total shares subject to the stock option award vest upon each achievement of a specific volume hurdle related to securing certain levels of RNG GGEs. For 1,000,000 options granted to Mr. Littlefair and 375,000 options granted to each of Mr. Vreeland, Pratt and Corbus: 100% of the total shares subject to the stock option award vest immediately, if at all, if the closing share price of the Company’s common stock on Nasdaq equals or exceeds $14.00 for 20 consecutive trading days.

(3)

The amounts shown in this column represent shares subject to RSU awards granted on January 21, 2021 pursuant to our 2016 Plan. Each RSU award vests as follows: 34% of the shares subject to the award vest on the first ~~second and third~~ anniversary of the date of grant ~~respectively, if, as of each such date, the applicable Volume Hurdle has been achieved. For this purpose, the “Volume Hurdle” will have been achieved if, as~~and 33% of the ~~applicable vesting date, the volume of gasoline gallon equivalents of natural gas we delivered in our most recently completed fiscal year has increased by 10% or more relative~~shares subject to the ~~volume of gasoline gallon equivalents of natural gas we delivered in~~award vest on each subsequent anniversary until all shares are fully vested, subject to continuing service by the ~~fiscal year immediately preceding our most recently completed fiscal year.~~

named executive officer on each vesting date.

~~(3)~~ (4)

The amounts shown in this column represent shares subject to option awards granted on ~~February 25, 2019~~January 21, 2021 and options awards granted on December 7, 2021 pursuant to our 2016 Plan and have a vesting schedule as follows:34% of the total shares subject to the stock option award vest on the first anniversary of the date of grant, and 33% vest on each anniversary thereafter until the award is fully ~~vested.~~vested, subject to continuing service by the named executive officer on each vesting date.

(5)

~~(4)~~

The amounts shown in this column represent the grant date fair value of awards granted in ~~2019~~2021 calculated in accordance with FASB ASC 718. For a discussion about the valuation models and assumptions used to calculate the fair value of these awards, see note 1413 to the consolidated financial statements included in the Annual Report.

57

46

~~Table of Contents~~TABLE OF CONTENTS

Outstanding Equity Awards at Fiscal Year End

The following table summarizes outstanding equity awards held by our named executive officers at December 31, ~~2019:~~

Option Awards(1)

Stock Awards(1)

Equity

Incentive






Plan awards:







Market

Number of

Number of

Number of

Number of

Value of

Securities

Securities

Securities

Shares or

Shares or

Underlying

Underlying

Underlying

Units of

Units of

Unexercised

Unexercised

Unexercised

Option

Stock That

Stock That

Options—

Options—

Unearned

Exercise

Option

Have Not

Have Not

Exercisable

Unexercisable

Options

Price

Expiration

Vested

Vested

Name

(#)

(#)

(#)

($)

Date

(#)

($)

Andrew J. Littlefair

100,000
(2)
—

—

13.49

12/1/2020

—

—

100,000
(3)
—

—

14.22

1/3/2021

—

—

150,000
(4)
—

—

13.09

12/12/2022

—

—

75,000
(6)
—

—

6.01

2/27/2025

—

—

96,000
(8)
—

—

5.02

11/16/2025

—

—

24,000
(9)
—

—

3.63

1/5/2026

—

—

174,200
(10)
85,800
(10)
—

2.83

1/13/2027

—

—

—

—

—

—

—

74,326
(11)
173,923
(16)

72,676
(12)
141,074
(12)
—

1.37

3/2/2028

—

—

—

—

—

—

—

141,074
(13)
330,113
(16)

—

168,525
(14)
—

2.19

2/25/2029

—

—

—

72,225
(15)
2.19

2/25/2029

—

—

Robert M. Vreeland

75,000
(5)
—

—

6.51

11/4/2024

—

—

25,000
(7)
—

—

8.66

5/12/2025

—

—

48,000
(8)
—

—

5.02

11/16/2025

—

—

12,000
(9)
—

—

3.63

1/5/2026

—

—

73,091
(10)
36,000
(10)
—

2.83

1/13/2027

—

—

—

—

—

—

—

31,070
(11)
72,704
(16)

32,300
(12)
62,700
(12)
—

1.37

3/2/2028

—

—

—

—

—

—

—

78,374
(13)
183,395
(16)

—

88,200
(14)
—

2.19

2/25/2029

—

—

—

37,800
(15)
2.19

2/25/2029

—

—

Mitchell W. Pratt

50,000
(2)
—

—

13.49

12/1/2020

—

—

50,000
(3)
—

—

14.22

1/3/2021

—

—

75,000
(4)
—

—

13.09

12/12/2022

—

—

60,000
(6)
—

—

6.01

2/27/2025

—

—

70,400
(8)
—

—

5.02

11/16/2025

—

—

17,600
(9)
—

—

3.63

1/5/2026

—

—

60,910
(10)
29,999
(10)
—

2.83

1/13/2027

—

—

—

—

—

—

—

25,892
(11)
60,587
(16)

32,300
(12)
62,700
(12)
—

1.37

3/2/2028

—

—

—

—

—

—

—

78,374
(13)
183,395
(16)

—

88,200
(14)

2.19

2/25/2029

—

—

—

—

37,800
(15)
2.19

2/25/2029

—

—

Barclay F. Corbus

50,000
(2)
—

—

13.49

12/1/2020

—

—

50,000
(3)
—

—

14.22

1/3/2021

—

—

75,000
(4)
—

—

13.09

12/12/2022

—

—

50,000
(6)
—

—

6.01

2/27/2025

—

—

80,000
(8)
—

—

5.02

11/16/2025

—

—

20,000
(9)
—

—

3.63

1/5/2026

—

—

50,878
(10)
25,058
(10)
—

2.83

1/13/2027

—

—

—

—

—

—

—

18,277
(11)
42,768
(16)

32,300
(12)
62,700
(12)
—

1.37

3/2/2028

—

—

—

—

—

—

—

78,374
(13)
183,395
(16)

—

88,200
(14)
—

2.19

2/25/2029

—

—

—

—

37,800
(15)
2.19

2/25/2029

—

—

2021:

Name	Option Awards(1)								Stock Awards(1)
Name	Number of Securities Underlying Unexercised Options — Exercisable (#)		Number of Securities Underlying Unexercised Options — Unexercisable (#)		Equity Incentive Plan awards: Number of Securities Underlying Unexercised Unearned Options (#)		Option Exercise Price ($)		Option Expiration Date		Number of Shares or Units of Stock That Have Not Vested (#)			Market Value of Shares or Units of Stock That Have Not Vested ($)
Andrew J. Littlefair		150,000		—		—		13.09		12/12/2022		—			—
		75,000		—		—		6.01		2/27/2025		—			—
		96,000		—		—		5.02		11/16/2025		—			—
		24,000		—		—		3.63		1/5/2026		—			—
		260,000		—		—		2.83		1/13/2027		—	��		—
		213,750		—		—		1.37		3/2/2028		—			—
		112,912		55,613(2)		—		2.19		2/25/2029		—			—
		24,557		—		—		2.19		2/25/2029		—			—
		31,212		60,588(3)		—		2.56		2/25/2030		—			—
		—		—		—		—		—		40,392(4)			247,603(9)
		—		183,600(5)		—		10.18		1/21/2031		—			—
		—		—		—		—		—		122,400(6)			750,312(9)
		—		250,000(7)		—		6.77		12/7/2031		—			—
		—		—		1,250,00(8)		6.77		12/7/2031		—			—
Robert M. Vreeland		75,000		—		—		6.51		11/4/2024		—			—
		25,000		—		—		8.66		5/12/2025		—			—
		12,000		—		—		3.63		1/5/2026		—			—
		109,091		—		—		2.83		1/13/2027		—			—
		95,000		—		—		1.37		3/2/2028		—			—
		59,094		29,106(2)		—		2.19		2/25/2029		—			—
		12,852		—		—		2.19		2/25/2029		—			—
		17,442		33,858(3)		—		2.56		2/25/2030		—			—
		—		—		—		—		—		22,572(4)			138,366(9)
		—		102,600(5)		—		10.18		1/21/2031		—			—
		—		—		—		—		—		68,400(6)			419,292(9)
		—		150,000(7)		—		6.77		12/7/2031		—			—
		—		—		525,000(8)		6.77		12/7/2031		—			—
Mitchell W. Pratt		75,000		—		—		13.09		12/12/2022		—			—
		60,000		—		—		6.01		2/27/2025		—			—
		70,400		—		—		5.02		11/16/2025		—			—
		17,600		—		—		3.63		1/5/2026		—			—
		90,909		—		—		2.83		1/13/2027		—			—
		35,000		—		—		1.37		3/2/2028		—			—
		—		29,106(2)		—		2.19		2/25/2029		—			—
		—		33,858(3)		—		2.56		2/25/2030		—			—
		—		—		—		—		—		22,572(4)			138,366(9)
		—		102,600(5)		—		10.18		1/21/2031		—			—
		—		—		—		—		—		68,400(6)			419,292(9)
		—		150,000(7)		—		6.77		12/7/2031		—			—
		—		—		525,000(8)		6.77		12/7/2031		—			—

47

TABLE OF CONTENTS

Name	Option Awards(1)								Stock Awards(1)
Name	Number of Securities Underlying Unexercised Options — Exercisable (#)		Number of Securities Underlying Unexercised Options — Unexercisable (#)		Equity Incentive Plan awards: Number of Securities Underlying Unexercised Unearned Options (#)		Option Exercise Price ($)		Option Expiration Date		Number of Shares or Units of Stock That Have Not Vested (#)		Market Value of Shares or Units of Stock That Have Not Vested ($)
Barclay F. Corbus		75,000		—		—		13.09		12/12/2022		—		—
		50,000		—		—		6.01		2/27/2025		—		—
		80,000		—		—		5.02		11/16/2025		—		—
		20,000		—		—		3.63		1/5/2026		—		—
		75,936		—		—		2.83		1/13/2027		—		—
		95,000		—		—		1.37		3/2/2028		—		—
		59,094		29,106(2)		—		2.19		2/25/2029		—		—
		12,852		—		—		2.19		2/25/2029		—		—
		17,442		33,858(3)		—		2.56		2/25/2030		—		—
		—		—		—		—		—		22,572(4)		138,366(9)
		—		102,600(5)		—		10.18		1/21/2031		—		—
		—		—		—		—		—		68,400(6)		419,292(9)
		—		150,000(7)		—		6.77		12/7/2031		—		—
		—		—		575,000(8)		6.77		12/7/2031		—		—

(1)

Except as otherwise noted, all option and RSU awards granted before May 2016 were granted under our 2006 Plan and after May 2016 were granted under our 2016 Plan, and all such awards vest as follows: 34% of the shares subject to the award vest on the first anniversary of the date of grant and 33% of the shares subject to the award vest on each subsequent anniversary until all shares are fully vested, subject to continuing service by the named

58

~~Table of Contents~~

executive officer on each vesting date. The treatment of these option and RSU awards upon a termination or change of control is described under “Potential Payments Upon Termination or Change in Control” below.

(2) ~~Represents an option award granted on December 1, 2010.~~

~~(3) Represents an option award granted on January 3, 2011.~~

~~(4) Represents an option award granted on December 12, 2012.~~

~~(5) Represents an option award granted on November 4, 2014.~~

~~(6) Represents an option award granted on February 27, 2015.~~

~~(7) Represents an option award granted on May 12, 2015.~~

~~(8) Represents an option award granted on November 16, 2015.~~

~~(9) Represents an option award granted on January 5, 2016.~~

~~(10) Represents an option award granted on January 13, 2017.~~

~~(11) Represents a RSU award granted on January 13, 2017.~~

~~(12) Represents an option award granted on March 2, 2018.~~

~~(13) Represents a RSU award granted on March 2, 2018.~~

~~(14)~~

Represents an option award granted on February 25, 2019.

~~(15)~~

(3)

Represents ~~a VVO~~an option award granted on February 25, ~~2019.~~

~~(16)~~ 2020.

(4)

Represents a RSU award granted on February 25, 2020.

(5)

Represents an option award granted on January 21, 2021.

(6)

Represents a RSU award granted on January 21, 2021.

(7)

Represents an option award granted on December 7, 2021.

(8)

Represents performance-based option awards granted on December 7, 2021. For 250,000 options granted to Mr. Littlefair, 150,000 options granted to each of Messrs. Vreeland and Pratt and for 200,000 options granted to Mr. Corbus: 25% of the total shares subject to the stock option award vest upon each achievement of a specific volume hurdle related to securing certain levels of RNG GGEs. For 1,000,000 options granted to Mr. Littlefair and 375,000 options granted to each of Messrs. Vreeland, Pratt and Corbus: 100% of the total shares subject to the stock option award vest immediately, if at all, if the closing share price of the Company’s common stock on Nasdaq equals or exceeds $14.00 for 20 consecutive trading days.

(9)

Amount determined by multiplying the unvested stock awards by ~~$2.34,~~$6.13, the closing price of our common stock on December 31, ~~2019.~~

2021.

48

TABLE OF CONTENTS

Option Exercises and Stock Vested

The following table summarizes vesting of stock awards for each of our named executive officers in ~~2019:~~

2021:

Name	Stock Awards
Name	Number of Shares Acquired on Vesting (#)		Value Realized on Vesting ($)
Andrew J. Littlefair		91,345		1,200,483
Robert M. Vreeland		50,815		667,806
Mitchell W. Pratt		50,815		667,806
Barclay F. Corbus		50,815		667,806

Stock Awards


Number of


Shares

Acquired on

Value Realized

Vesting

on Vesting
Name

(#)

($)
Andrew J. Littlefair

160,202

336,559
Robert M. Vreeland

81,347

171,208
Mitchell W. Pratt

76,168

160,747
Barclay F. Corbus

66,573

141,602

59

~~Table of Contents~~

Employment Agreements

On December 31, 2015, we entered into an employment agreement with each of our named executive officers. See the description under “Compensation Discussion and ~~Analysis—~~Analysis — Employment Agreements” and below under ~~“—Potential~~“Potential Payments Upon Termination or Change in Control” for more information.

Pension Benefits, ~~Non‑Qualified~~Non-Qualified Defined Contribution and Other Deferred Compensation Plans

We do not have any defined-benefit plans that provide for payments or other benefits to our named executive officers at, following or in connection with their retirement. We also do not have any ~~non‑qualified~~non-qualified defined contribution plans or other deferred compensation plans that provide for the deferral of compensation on a basis that is not ~~tax‑qualified.~~

tax-qualified.

Potential Payments Upon Termination or Change in Control

The narrative and tables below describe the amount of compensation to be paid to our named executive officers in the event of a termination of employment or a change in control. The amount of compensation payable to each of our named executive officers upon a voluntary termination, voluntary termination for good reason, involuntary without cause termination, failure by us to renew the named executive officer’s employment agreement upon its expiration, for-cause termination, change in control of our Company, termination in connection with a change in control and termination due to disability or death is shown in tabular format. Except as otherwise noted, the amounts shown in these tables assume that each such termination or change in control was effective as of December 31, ~~2019,~~2021, and thus are estimates of the amounts that would be paid to our named executive officers upon an actual termination or change in control because such amounts could only be determined at the time of such an actual termination or change in control. The amounts shown in these tables are based on the terms of each named executive officer’s employment agreement with us and the terms of agreements relating to each named executive officer’s outstanding equity awards.

Severance Compensation under Employment Agreements

Pursuant to the terms of the employment agreement for each named executive officer:

•

If we terminate a named executive officer without “cause” ~~(as~~(as such term is defined in the employment agreement), if a named executive officer resigns for “good reason” ~~(as~~(as such term is defined in the employment agreement) or if we do not renew the employment agreement before expiration of the term or any renewal term, then the named executive officer would be entitled to (1) a ~~lump‑sum~~lump-sum payment of an amount equal to the sum of (A) his annual base salary earned through the date of termination and any annual cash ~~bonus~~incentive earned for the prior year to the extent not previously paid, (B) any compensation previously deferred by the named executive officer (together with any accrued interest or earnings thereon), (C) 150% of one year’s ~~then‑current~~then-current annual base salary, (D) 150% of his previous year’s annual cash ~~bonus~~incentive actually earned under our ~~performance‑based~~performance-based cash ~~bonus~~

49

TABLE OF CONTENTS

incentive plan, and (E) any vacation pay accrued and not paid as of the date of termination; (2) after the end of the calendar year in which the termination occurs, a ~~lump‑sum~~lump-sum payment of an amount equal to the annual cash ~~bonus~~incentive that would be payable to the named executive officer under our ~~performance‑based~~performance-based cash ~~bonus~~incentive plan in respect of such year (based on the criteria applicable for that year) without any ~~pro‑rating;~~pro-rating; and (3) continuing participation, at our expense, for a period of one year from the date of termination in the benefit programs in which the named executive officer was enrolled at the time of termination.

•



If we terminate any named executive officer’s employment without cause or do not renew his employment agreement within six months before or one year after the date of a “change in control” (as such term is defined in the employment agreement), or if a named executive officer resigns for good reason within six months before or one year after the date of the change in control, then the named executive officer would be entitled to the severance compensation described above, except that the ~~lump‑sum~~lump-sum payment described in (1) above for all named executive officers except Mr. Littlefair would consist of 225% of his ~~then‑current~~then-current annual base salary, 225% of his previous year’s annual cash ~~bonus~~incentive actually earned under our

60

~~Table of Contents~~

~~performance‑based~~ performance-based cash ~~bonus~~incentive plan, and the amounts described in (A), (B) and (E); and the ~~lump‑sum~~lump-sum payment described in (1) above for Mr. Littlefair would consist of 300% of his ~~then‑current~~then-current annual base salary, 300% of his previous year’s annual cash ~~bonus~~incentive actually earned under our ~~performance‑based~~performance-based cash ~~bonus~~incentive plan, and the amounts described in (A), (B) and (E).

•

If any named executive officer ceases to be an employee due to death or disability, then the named executive officer would be entitled to the amounts described in (1)(A), (B) and (E) and (2) above, except that the amount described in (2) above would be ~~pro‑rated~~pro-rated based on the number of weeks during the last fiscal year during which the named executive officer was an employee.

•



If, at any time that our common stock is not listed or quoted on a national securities exchange or an over-the-counter quotation system, (i) the employment of either of Messrs. Littlefair or Pratt is terminated for cause, we would be entitled, at our option, to repurchase all or a portion of our stock owned by him, or (ii) the employment of either of these named executive officers is terminated due to death or disability, we would be required to repurchase all of our stock owned by him.

In consideration of the receipt of any of the severance compensation described above and as a precondition to their receipt, each named executive officer would be required to execute and deliver, and not revoke, a release in favor of us in the form attached to his employment agreement. For purposes of the tables below, we have assumed that the amounts described in (1)(A) and (B) above have already been paid to the applicable named executive officer or are $0.

For purposes of each such named executive officer’s employment agreement:

• ~~“Cause”~~

“Cause” means (1) the named executive officer committing a material act of dishonesty against us, (2) the named executive officer being convicted of a felony involving moral turpitude or (3) the named executive officer committing a material breach of his confidentiality, trade secret, ~~non‑solicitation~~non-solicitation or invention assignment obligations under his employment agreement.

•

 ~~“Good~~

“Good reason” means the named executive officer resigns from his employment after we (1) have materially diminished the named executive officer’s duties, authority, responsibility, annual base salary or annual incentive compensation opportunity, (2) materially breach the employment agreement; (3) change the person to whom the named executive officer reports, or (4) change the location of the named executive officer’s principal place of employment

•

 ~~“Change~~

“Change in control” means (1) any “person” ~~(as~~(as defined or referred to in Section 3(a)(9) and/or 13(d)(1), et seq. of the Exchange Act and the associated rules of the SEC promulgated thereunder), other than an existing stockholder of the Company as of January 1, 2006, is or becomes the “beneficial owner” ~~(as~~(as defined in Rule ~~13d‑3~~13d-3 under the Exchange Act), directly or indirectly, of securities of the Company representing 40% or more of the combined voting power of our ~~then‑outstanding~~then-outstanding securities, or (2) a merger or consolidation of the Company in which its voting securities immediately before the merger or consolidation do not represent, or are not converted into securities that represent, a majority of the combined voting power of all voting securities of the surviving entity immediately after the merger or consolidation, or (3) a sale, lease, exchange or other transfer (in one transaction or a

50

TABLE OF CONTENTS

series of related transactions) of all or substantially all of the assets of the Company or a liquidation or dissolution of the Company, or (4) individuals who, as of the date of the employment agreement, constitute the Company’s board of directors (the “Incumbent Board”) cease for any reason to constitute at least a majority of the Company’s board of directors; provided that, other than in connection with an actual or threatened proxy contest, any individual who becomes a director subsequent to the date of the employment agreement whose election, or nomination for election by the stockholders of the Company, was approved by the vote of at least a majority of the directors then in office shall be deemed a member of the Incumbent Board.

61

~~Table of Contents~~

~~Vesting of PVUs~~

The terms of the PVUs granted to our named executive officers are subject to the following provisions regarding changes in the employment status of a named executive officer: (i) the PVU award will be forfeited in full if the named executive officer’s employment with the Company is terminated for cause (as defined in his employment agreement) or voluntarily by the named executive officer before the fourth anniversary of the PVU’s grant date (“Termination Date”); (ii) if the named executive officer’s employment is terminated by the Company without cause (as defined in his employment agreement) and the Stock Price Hurdle is subsequently satisfied before the Termination Date, the Time‑Vested Percentage (as defined in the PVU award agreement) of the PVUs will vest on the date the Stock Price Hurdle is satisfied; (iii) if the named executive officer ceases to be an employee due to death or disability, the Time‑Vested Percentage of the PVUs will immediately vest; and (iv) if the Company experiences a “change in control,” as defined in the Amended and Restated 2006 Equity Incentive Plan (“2006 Plan”) or the 2016 Plan, as applicable, before the Termination Date, 100% of the PVUs will vest if the per share consideration received by holders of common stock in connection with such change in control equals or exceeds the Stock Price Hurdle. For purposes of the PVU award agreements, “Time‑Vested Percentage” means (1) the quotient of (A) the number of full months that have elapsed from the PVU’s grant date up to the date of the holder’s termination of service, divided by (B) forty‑eight, multiplied by (2) one hundred, provided that the Time‑Vested Percentage shall never exceed one hundred.

~~For purposes of the tables below, no amounts are shown for the vesting of PVUs because none of our named executive officers held any outstanding PVUs as of December 31, 2019.~~

Vesting of Options ~~VVOs~~ and RSUs

The terms of the option ~~and VVO~~ awards granted to our named executive officers provide that all unvested options ~~and VVOs~~ will be forfeited if the named executive officer’s employment with the Company is terminated for cause (as defined in his employment agreement) or voluntarily by the named executive officer before their applicable vesting date, that all unvested options ~~and VVOs~~ will vest in full if the named executive officer’s employment is terminated by the Company without cause (as defined in his employment agreement), and that all vested options ~~and VVOs~~ will generally continue to be exercisable for three months after the date of any such termination. The terms of the RSU awards granted to our named executive officers provide that all unvested RSUs will be forfeited if the named executive officer’s employment with the Company is terminated by the Company for cause or voluntarily by the named executive officer before their applicable vesting date, and that all unvested RSUs will vest in full if the named executive officer’s employment is terminated by the Company without cause or if the named executive officer ceases to be an employee due to death or disability before their applicable vesting date.

If the Company experiences a “change in control,” as defined in the ~~2006 Plan or the~~ 2016 Plan, ~~as applicable,~~ then each such named executive officer’s option ~~VVO~~ and RSU awards that are outstanding on the date that immediately precedes the change in control will (A) if such awards are not assumed or replaced by the successor company in the change in control, immediately vest in full and, if applicable, become fully exercisable on the date of the change in control, or (B) if such awards are assumed or replaced by the successor company in the change in control but the named executive officer’s employment is terminated by the successor company without cause or by the named executive officer for good reason within 12 months following the change in control (based on the definitions of “cause” and “good reason” in his employment agreement with us), immediately vest in full and, if applicable, become fully exercisable on the date of such termination.

For purposes of the tables below, the “spread” value (i.e., the excess of ~~$2.34~~$6.13 per share, which was the closing price of our common stock on December 31, ~~2019,~~2021, over the applicable option exercise price) of unvested option awards that were “in the money” on December 31, ~~2019~~2021 is presented. ~~For VVOs, the tables below assume that all unvested VVOs will vest.~~

62

~~Table of Contents~~

Potential Payments to Each Named Executive Officer

Andrew J. Littlefair

The following table shows the potential cash payments or other benefits to be provided to our President and Chief Executive Officer, Andrew J. Littlefair, if a termination and/or a change in control had occurred as of December 31, ~~2019:~~

Involuntary




Voluntary

Without

Termination

Cause

for Good

Termination

Reason in

in

Voluntary

Involuntary

Failure to

connection

connection

Termination

Without

Renew

Change

with a

with a

Termination

Termination

Voluntary

for Good

Cause

Employment

For-Cause

In

Change in

Change in

Due to

Due to
Benefit and Payments

Termination

Reason

Termination

Agreement

Termination

Control

Control

Control

Disability

Death
Cash Severance Payment

—

$
2,690,535

$
2,690,535

$
2,690,535

—

—

$
4,811,659

$
4,811,659

—

—
Continuation of Medical/Welfare Benefits (present value)

—

$
25,608

$
25,608

$
25,608

—

—

$
25,608

$
25,608

—

—
Vacation Pay

$
80,863

$
80,863

$
80,863

$
80,863

$
80,863

—

$
80,863

$
80,863

$
80,863

$
80,863
RSU Vesting(1)

—

—

$
504,036

$
504,036

—

—

$
504,036

$
504,036

$
504,036

$
504,036
Option Vesting(2)

—

—

$
172,954

$
172,954

—

—

$
172,954

$
172,954

$
172,954

$
172,954
Total:

$
80,863

$
2,797,006

$
3,473,996

$
3,473,996

$
80,863

—

$
5,595,120

$
5,595,120

$
757,853

$
757,853
2021:

51

~~(1)~~

At December 31, 2019, Mr. Littlefair held 215,400 RSUs that had not vested. The amounts in this row were determined by multiplying the unvested RSUs by $2.34, the closing price of our common stock on December 31, 2019.

TABLE OF CONTENTS

~~(2)~~

At December 31, 2019, Mr. Littlefair held 381,824 options that had not vested and have an exercise price less than $2.34, the closing price of our common stock on December 31, 2019. The amounts in this row were determined by multiplying the total number of unvested shares underlying the options by the excess of $2.34 over the exercise price for such options.

Benefit and Payments	Voluntary Termination			Voluntary Termination for Good Reason			Involuntary Without Cause Termination			Failure to Renew Employment Agreement			For-Cause Termination			Change In Control		Voluntary Termination for Good Reason in connection with a Change in Control			Involuntary Without Cause Termination in connection with a Change in Control			Termination Due to Disability			Termination Due to Death
Cash Severance Payment			—		$	2,649,768		$	2,649,768		$	2,649,768			—		—		$	4,460,200		$	4,460,200			—			—
Continuation of Medical/Welfare Benefits (present value)			—		$	24,025		$	24,025		$	24,025			—		—		$	24,025		$	24,025			—			—
Vacation Pay		$	80,863		$	80,863		$	80,863		$	80,863		$	80,863		—		$	80,863		$	80,863		$	80,863		$	80,863
RSU Vesting(1)			—			—		$	997,915		$	997,915			—		—		$	997,915		$	997,915		$	997,915		$	997,915
Option Vesting(2)			—			—		$	435,414		$	435,414			—		—		$	435,414		$	435,414		$	435,414		$	435,414
Total:		$	80,863		$	2,754,656		$	4,187,985		$	4,187,985		$	80,863		—		$	5,998,417		$	5,998,417		$	1,514,192		$	1,514,192

(1)

At December 31, 2021, Mr. Littlefair held 162,792 RSUs that had not vested. The amounts in this row were determined by multiplying the unvested RSUs by $6.13, the closing price of our common stock on December 31, 2021.

(2)

At December 31, 2021, Mr. Littlefair held 116,201 options that had not vested and have an exercise price less than $6.13, the closing price of our common stock on December 31, 2021. The amounts in this row were determined by multiplying the total number of unvested shares underlying the options by the excess of $6.13 over the exercise price for such options.

Robert M. Vreeland

The following table shows the potential cash payments or other benefits to be provided to our Chief Financial Officer, Robert M. Vreeland, if a termination and/or a change in control had occurred as of December 31, ~~2019:~~

Involuntary




Voluntary

Without

Termination

Cause

for Good

Termination

Reason in

in

Voluntary

Involuntary

Failure to

connection

connection

Termination

Without

Renew

Change

with a

with a

Termination

Termination

Voluntary

for Good

Cause

Employment

For-Cause

In

Change in

Change in

Due to

Due to
Benefit and Payments

Termination

Reason

Termination

Agreement

Termination

Control

Control

Control

Disability

Death
Cash Severance Payment

—

$
1,146,995

$
1,146,995

$
1,146,995

—

—

$
1,620,193

$
1,620,193

—

—
Continuation of Medical/Welfare Benefits (present value)

—

$
11,646

$
11,646

$
11,646

—

—

$
11,646

$
11,646

—

—
Vacation Pay

$
46,154

$
46,154

$
46,154

$
46,154

$
46,154

—

$
46,154

$
46,154

$
46,154

$
46,154
RSU Vesting(1)

—

—

$
256,099

$
256,099

—

—

$
256,099

$
256,099

$
256,099

$
256,099
Option Vesting(2)

—

—

$
79,719

$
79,719

—

—

$
79,719

$
79,719

$
79,719

$
79,719
Total:

$
46,154

$
1,204,795

$
1,540,613

$
1,540,613

$
46,154

—

$
2,013,811

$
2,013,811

$
381,972

$
381,972

~~(1)~~

At December 31, 2019, Mr. Vreeland held 109,444 RSUs that had not vested. The amounts in this row were determined by multiplying the unvested RSUs by $2.34, the closing price of our common stock on December 31, 2019.

~~(2)~~

At December 31, 2019, Mr. Vreeland held 188,700 options that had not vested and have an exercise price less than $2.34, the closing price of our common stock on December 31, 2019. The amounts in this row were determined by multiplying the total number of unvested shares underlying the options by the excess of $2.34 over the exercise price for such options.

63

2021:

Benefit and Payments	Voluntary Termination			Voluntary Termination for Good Reason			Involuntary Without Cause Termination			Failure to Renew Employment Agreement			For-Cause Termination			Change In Control		Voluntary Termination for Good Reason in connection with a Change in Control			Involuntary Without Cause Termination in connection with a Change in Control			Termination Due to Disability			Termination Due to Death
Cash Severance Payment			—		$	1,309,611		$	1,309,611		$	1,309,611			—		—		$	1,797,111		$	1,797,111			—			—	��
Continuation of Medical/Welfare Benefits (present value)			—		$	12,811		$	12,811		$	12,811			—		—		$	12,811		$	12,811			—			—
Vacation Pay		$	51,923		$	51,923		$	51,923		$	51,923		$	51,923		—		$	51,923		$	51,923		$	51,923		$	51,923
RSU Vesting(1)			—			—		$	557,658		$	557,658			—		—		$	557,658		$	557,658		$	557,658		$	557,658
Option Vesting(2)			—			—		$	235,551		$	235,551			—		—		$	235,551		$	235,551		$	235,551		$	235,551
Total:		$	51,923		$	1,374,345		$	2,167,554		$	2,167,554		$	51,923		—		$	2,655,054		$	2,655,054		$	845,132		$	845,132

(1)

~~Table~~At December 31, 2021, Mr. Vreeland held 90,972 RSUs that had not vested. The amounts in this row were determined by multiplying the unvested RSUs by $6.13, the closing price of ~~Contents~~

our common stock on December 31, 2021.

(2)

At December 31, 2021, Mr. Vreeland held 62,964 options that had not vested and have an exercise price less than $6.13, the closing price of our common stock on December 31, 2021. The amounts in this row were determined by multiplying the total number of unvested shares underlying the options by the excess of $6.13 over the exercise price for such options.

Mitchell W. Pratt

The following table shows the potential cash payments or other benefits to be provided to our Chief Operating Officer and Corporate Secretary, Mitchell W. Pratt, if a termination and/or a change in control had occurred as of December 31, ~~2019:~~

Involuntary




Voluntary

Without

Termination

Cause

for Good

Termination

Reason in

in

Voluntary

Involuntary

Failure to

connection

connection

Termination

Without

Renew

Change

with a

with a

Termination

Termination

Voluntary

for Good

Cause

Employment

For-Cause

In

Change in

Change in

Due to

Due to
Benefit and Payments

Termination

Reason

Termination

Agreement

Termination

Control

Control

Control

Disability

Death
Cash Severance Payment

—

$
1,411,559

$
1,411,559

$
1,411,559

—

—

$
1,996,661

$
1,996,661

—

—
Continuation of Medical/Welfare Benefits (present value)

—

$
20,018

$
20,018

$
20,018

—

—

$
20,018

$
20,018

—

—
Vacation Pay

$
55,531

$
55,531

$
55,531

$
55,531

$
55,531

—

$
55,531

$
55,531

$
55,531

$
55,531
RSU Vesting(1)

—

—

$
243,982

$
243,982

—

—

$
243,982

$
243,982

$
243,982

$
243,982
Option Vesting(2)

—

—

$
79,719

$
79,719

—

—

$
79,719

$
79,719

$
79,719

$
79,719
Total:

$
55,531

$
1,487,108

$
1,810,809

$
1,810,809

$
55,531

—

$
2,395,911

$
2,395,911

$
379,232

$
379,232
2021:

52

~~(1)~~

At December 31, 2019, Mr. Pratt held 104,266 RSUs that had not vested. The amounts in this row were determined by multiplying the unvested RSUs by $2.34, the closing price of our common stock on December 31, 2019.

TABLE OF CONTENTS

~~(2)~~

At December 31, 2019, Mr. Pratt held 188,700 options that had not vested and have an exercise price less than $2.34, the closing price of our common stock on December 31, 2019. The amounts in this row were determined by multiplying the total number of unvested shares underlying the options by the excess of $2.34 over the exercise price for such options.

Benefit and Payments	Voluntary Termination			Voluntary Termination for Good Reason			Involuntary Without Cause Termination			Failure to Renew Employment Agreement			For-Cause Termination			Change In Control		Voluntary Termination for Good Reason in connection with a Change in Control			Involuntary Without Cause Termination in connection with a Change in Control			Termination Due to Disability			Termination Due to Death
Cash Severance Payment			—		$	1,527,095		$	1,527,095		$	1,527,095			—		—		$	2,097,397		$	2,097,397			—			—
Continuation of Medical/Welfare Benefits (present value)			—		$	22,024		$	22,024		$	22,024			—		—		$	22,024		$	22,024			—			—
Vacation Pay		$	59,973		$	59,973		$	59,973		$	59,973		$	59,973		—		$	59,973		$	59,973		$	59,973		$	59,973
RSU Vesting(1)			—			—		$	557,658		$	557,658			—		—		$	557,658		$	557,658		$	557,658		$	557,658
Option Vesting(2)			—			—		$	235,551		$	235,551			—		—		$	235,551		$	235,551		$	235,551		$	235,551
Total:		$	59,973		$	1,609,092		$	2,402,301		$	2,402,301		$	59,973		—		$	2,972,603		$	2,972,603		$	853,182		$	853,182

(1)

At December 31, 2021, Mr. Pratt held 90,972 RSUs that had not vested. The amounts in this row were determined by multiplying the unvested RSUs by $6.13, the closing price of our common stock on December 31, 2021.

(2)

At December 31, 2021, Mr. Pratt held 62,964 options that had not vested and have an exercise price less than $6.13, the closing price of our common stock on December 31, 2021. The amounts in this row were determined by multiplying the total number of unvested shares underlying the options by the excess of $6.13 over the exercise price for such options.

Barclay F. Corbus

The following table shows the potential cash payments or other benefits to be provided to our Senior Vice President, Strategic Development and Renewable Fuels, Barclay F. Corbus, if a termination and/or a change in control had occurred as of December 31, ~~2019:~~

Voluntary

Involuntary




Termination

Without

for Good

Cause

Reason in

Termination

Voluntary

Involuntary

Failure to

connection

in connection

Termination

Without

Renew

with a

with a

Termination

Termination

Voluntary

for Good

Cause

Employment

For-Cause

Change In

Change in

Change in

Due to

Due to
Benefit and Payments

Termination

Reason

Termination

Agreement

Termination

Control

Control

Control

Disability

Death
Cash Severance Payment

—

$
1,300,537

$
1,300,537

$
1,300,537

—

—

$
1,839,619

$
1,839,619

—

—
Continuation of Medical/Welfare Benefits (present value)

—

$
25,608

$
25,608

$
25,608

—

—

$
25,608

$
25,608

—

—
Vacation Pay

$
51,163

$
51,163

$
51,163

$
51,163

$
51,163

—

$
51,163

$
51,163

$
51,163

$
51,163
RSU Vesting(1)

—

—

$
226,163

$
226,163

—

—

$
226,163

$
226,163

$
226,163

$
226,163
Option Vesting(2)

—

—

$
79,719

$
79,719

—

—

$
79,719

$
79,719

$
79,719

$
79,719
Total:

$
51,163

$
1,377,308

$
1,683,190

$
1,683,190

$
51,163

—

$
2,222,272

$
2,222,272

$
357,045

$
357,045

~~(1)~~

At December 31, 2019, Mr. Corbus held 96,651 RSUs that had not vested. The amounts in this row were determined by multiplying the unvested RSUs by $2.34, the closing price of our common stock on December 31, 2019.

~~(2)~~

At December 31, 2019, Mr. Corbus held 188,700 options that had not vested and have an exercise price less than $2.34, the closing price of our common stock on December 31, 2019. The amounts in this row were determined by multiplying the total number of unvested shares underlying the options by the excess of $2.34 over the exercise price for such options.

64

2021:

Benefit and Payments	Voluntary Termination			Voluntary Termination for Good Reason			Involuntary Without Cause Termination			Failure to Renew Employment Agreement			For-Cause Termination			Change In Control		Voluntary Termination for Good Reason in connection with a Change in Control			Involuntary Without Cause Termination in connection with a Change in Control			Termination Due to Disability			Termination Due to Death
Cash Severance Payment			—		$	1,406,986		$	1,406,986		$	1,406,986			—		—		$	1,932,433		$	1,932,433			—			—
Continuation of Medical/Welfare Benefits (present value)			—		$	28,127		$	28,127		$	28,127			—		—		$	28,127		$	28,127			—			—
Vacation Pay		$	55,256		$	55,256		$	55,256		$	55,256		$	55,256		—		$	55,256		$	55,256		$	55,256		$	55,256
RSU Vesting(1)			—			—		$	557,658		$	557,658			—		—		$	557,658		$	557,658		$	557,658		$	557,658
Option Vesting(2)			—			—		$	235,551		$	235,551			—		—		$	235,551		$	235,551		$	235,551		$	235,551
Total:		$	55,256		$	1,490,369		$	2,283,578		$	2,283,578		$	55,256		—		$	2,809,025		$	2,809,025		$	848,465		$	848,465

(1)

~~Table~~At December 31, 2021, Mr. Corbus held 90,972 RSUs that had not vested. The amounts in this row were determined by multiplying the unvested RSUs by $6.13, the closing price of ~~Contents~~

our common stock on December 31, 2021.

(2)

At December 31, 2021, Mr. Corbus held 62,964 options that had not vested and have an exercise price less than $6.13, the closing price of our common stock on December 31, 2021. The amounts in this row were determined by multiplying the total number of unvested shares underlying the options by the excess of $6.13 over the exercise price for such options.

Pay Ratio

We are required by applicable SEC rules to disclose the annual total compensation of our Chief Executive Officer, the median annual total compensation of all of our other employees, and the ratio of these two amounts.

53

TABLE OF CONTENTS

In determining the median annual total compensation of our employees other than our Chief Executive Officer, we started by preparing a list of all such employees as of December 31, ~~2019~~2021 and each such ~~employee's~~employee’s taxable earnings for ~~2019~~2021 as reflected in our payroll records, which generally consists of salary; regular, hourly, and overtime wages; commissions; ~~bonuses~~incentives and other miscellaneous earnings. This list includes all of our employees on such date (except solely for our Chief Executive Officer), whether employed on a full-time, part-time, seasonal or temporary basis and wherever located, resulting in ~~391~~443 employees who are all located in the United States. For any such employees who are permanently employed (in other words, who are not employed on a seasonal or temporary basis) and who joined the Company after January 1, ~~2019,~~2021, this list reflects ~~2019~~2021 taxable earnings on an annualized basis. We then ordered the employees in this list based on the amounts of their ~~2019~~2021 taxable earnings, selected the single employee at the midpoint of the re-ordered list, and calculated the amount of this single midpoint ~~employee's~~employee’s annual total compensation using the methodology required by SEC rules for calculating the total compensation of our named executive officers as reported in the Summary Compensation Table above. ~~In order to determine whether the single midpoint employee's~~The annual total compensation ~~had any anomalous characteristics, we then calculated the amount of~~for our median employee was $130,294, and the annual total compensation ~~also using the methodology required by SEC rules~~ for calculating the total compensation of our named executive officers as reported in the Summary Compensation Table above, for the six other employees nearest to the single midpoint employee in the re-ordered list, and compared the annual total compensation of all seven of these employees. Based on this comparison, we determined that the single midpoint employee's annual total compensation is not anomalous to other employees with similar compensation levels, and as a result, the amount of the single midpoint employee's annual total compensation, which is $76,087, is considered the median annual total compensation of all of our employees other than our Chief Executive Officer ~~for 2019. Utilizing this amount, as well as the annual total compensation of our Chief Executive Officer for 2019 of $1,644,993 as shown in the Summary Compensation Table above, we~~was $10,811,193. We estimate the ratio of the annual total compensation of our Chief Executive Officer to the median annual total compensation of all of our other employees is 2283 to 1.

We believe this pay ratio is a reasonable estimate calculated in a manner consistent with applicable SEC rules. In light of the many different methodologies, exclusions, estimates and assumptions companies are permitted to use in determining an estimate of their respective pay ratios, as well as the differing employment and compensation practices and industry standards that impact these ratios, our estimated pay ratio information may not be comparable to the pay ratio information reported by other companies, and we discourage the use of this information as a basis for comparison between companies. Neither our compensation committee nor our management used our pay ratio information in making compensation decisions for ~~2019~~2021 or ~~2020.~~

2022.

Risks Related to Compensation Policies and Practices

The compensation committee regularly monitors and considers whether our overall compensation programs, including our executive compensation program, create incentives for employees to take excessive or unreasonable risks that could materially harm our Company. Although risk-taking is a necessary part of any business, the compensation committee focuses on aligning the Company’s compensation policies with the long-term interests of the Company and its stockholders and avoiding short-term rewards for management decisions that could pose long-term risks to the Company. Although a portion of our executive compensation plan is performance-based, which could motivate risk-taking, we do not believe our overall compensation structure encourages excessive or unnecessary risk-taking. We believe our approach to goal-setting, the mix of different types of compensation, payouts at multiple levels of performance, evaluation of performance results, and allowance for compensation committee discretion in determining award types, levels and payouts assist in mitigating these risks, as follows:

•

Our compensation structure includes a combination of compensation vehicles, including a competitive base salary and benefits generally available to all of our employees, equity awards to incentivize long-term performance and align the interests of our employees with those of our stockholders, annual cash ~~bonuses~~

65

~~Table of Contents~~

incentives to reward executives for achieving Company objectives, and change in control and post-termination severance compensation to encourage retention of our key executives.

•

To discourage excessive or unnecessary risk-taking, for ~~2019,~~2021, payouts to each named executive officer under our performance-based cash ~~bonus~~incentive plan were based on four distinct performance metrics, each with material weighting. Additionally, the compensation committee retains the discretion to increase or decrease payouts under this ~~bonus~~incentive plan as it deems appropriate.

•



To help mitigate risks of overpayment due to fraudulent, intentional or grossly negligent errors, our clawback policy permits us, under certain circumstances, to recover certain cash compensation in the event of a restatement of our financial statements or excess payments of performance-based compensation in the event of a restatement or other adjustment of the performance measures on which the payments are based.

We further believe that our internal legal and financial controls appropriately mitigate the probability and potential impact of an individual employee committing our Company to a harmful long-term business transaction in exchange for a short-term compensation benefit.

54

TABLE OF CONTENTS

Based on the factors described above, we believe our ~~2019~~2021 compensation programs do not create risks that are reasonably likely to have a material adverse effect on our Company.

Calculation of 2021 Adjusted EBITDA

66

The following table shows adjusted EBITDA as we defined it for 2021 and reconciles this non-GAAP financial measure to the GAAP measure net income (loss):

	Year Ended December 31, 2021
	(in thousands)
Net loss attributable to Clean Energy Fuels Corp.		$	(93,146)
Income tax expense			119
Interest expense			4,430
Interest income			(1,082)
Depreciation and amortization			45,184
Amazon warrant charges			83,641
Stock-based compensation			14,994
Loss (income) from SAFE&CEC S.r.l equity method investment			(598)
Loss (gain) from change in fair value of derivative instruments			3,490
Adjusted EBITDA		$	57,032

55

TABLE OF CONTENTS

~~Table of Contents~~

DIRECTOR COMPENSATION

Overview

We use cash and equity compensation to attract and retain qualified candidates to serve on our Board. The amount and type of cash and equity compensation awarded to non-employee directors is determined by the compensation committee each year in its sole discretion. In setting ~~non‑employee~~non-employee director compensation, the compensation committee considers a variety of factors, including the significant amount of time that our directors spend in fulfilling their duties to our Company, as well as the level of experience and skill required of the members of the Board. We have also awarded compensation to individual ~~non‑employee~~non-employee directors or directors serving in certain positions on our Board or its committees in recognition of outstanding service or efforts on the Company’s behalf. Further, in setting director compensation, our compensation committee considers that a director’s independence may be jeopardized if director compensation and perquisites exceed customary levels, if the Company makes charitable or political contributions to organizations with which a director is affiliated or if the Company enters into consulting contracts with (or provides other indirect forms of compensation to) a director or an organization with which a director is affiliated. Directors who are our employees receive no additional compensation for their services as directors. In addition, for ~~2019 each of Messrs. Montantême~~2021 and ~~Nguer, and for 2020~~2022 each of Messrs. Charleux, Maurisse, and ~~Montantême~~Wolffsheim and Ms. Boissy-Rousseau voluntarily waived ~~his~~their right to receive compensation for ~~his~~their services as a director of our Company.

After reviewing the factors described above and others that it considered relevant, the compensation committee approved the non-employee director compensation program described below for ~~2019~~2021 and ~~2020~~2022 compensation.

Cash

For ~~2019~~2021 and ~~2020,~~2022, our ~~non‑employee~~non-employee directors (other than Messrs. Charleux, ~~Montantême~~Maurisse and ~~Nguer)~~Wolffsheim and Ms. Boissy-Rousseau) received (or will receive) the following cash compensation:

•



All of our ~~non‑employee~~non-employee directors receive base cash compensation of $60,000 per year;

•



Audit committee members (other than the Chairman) receive an additional $2,500 in cash compensation per year in recognition of their additional responsibilities;

•



The Chairman of the audit committee receives an additional $10,000 per year in recognition of his additional responsibilities; and

•



The Chairman of the Board receives an additional $60,000 per year in recognition of his additional responsibilities.

Equity

~~Equity~~

~~For 2019, each~~

Each non-employee director (other than Messrs. ~~Montantême~~Charleux, Maurisse and ~~Nguer,~~Wolffsheim and Ms. ~~Ardisana)~~Boissy-Rousseau) received an option award on January 21, 2021 for a number of shares equal to a grant date fair value of approximately ~~$54,000, all of which were fully vested upon grant. For 2020, each non-employee director (other than Messrs. Charleux~~$579,000 and ~~Montantême) received~~ an option award on December 7, 2021 for a number of shares equal to a grant date fair value of approximately ~~$63,840,~~$438,000, except for Ms. Paskett who received only an option award on December 21, 2021 for a number of shares equal to a grant date fair value of approximately $420,000, all of which ~~were fully~~will be vested ~~upon grant.~~in one year from each option award date. The compensation committee chose to award options (rather than RSUs or a combination of RSUs and options) in ~~2019 and 2020~~2021 based on, among other things, its determination that our non-employee directors preferred option awards and the compensation committee’s desire to limit depletion of the 2016 Plan’s ~~Share Limit (as described under “Equity Compensation Plans—2016 Plan,” each~~share limit (each share of common stock issued in respect of RSUs awarded under the 2016 Plan is counted against the ~~Share Limit~~share limit as 1.5 shares, whereas each share of common stock issued in respect of options awarded under the 2016 Plan is counted against the ~~Share Limit~~share limit as 1.0 share).

67

The December option awards were granted to the non-employee directors in lieu of making any annual long-term equity awards to the directors in 2022. Because of the December grant timing and the way the SEC’s disclosure rules work, the director compensation table below effectively includes two-years’ worth of

56

~~Table~~TABLE OF CONTENTS

equity awards, which we believe overstates the compensation received by the non-employee directors in 2021. The chart below illustrates the value of ~~Contents~~

the two equity awards granted to the non-employee directors in 2021.

	Grant Date Value of January 2021 Awards ($)			Grant Date Value of December 2021 Awards ($)
	$579,000				$	438,000(1)

(1)

The grant date value of Ms. Paskett’s award was $420,000.

Because of the December grants, the Board does not intend to grant any non-employee directors any additional equity awards in calendar 2022.

Director Compensation Table

The following table summarizes the compensation we paid to directors who are not employees of our Company for ~~2019:~~

2021:

Name(1)	Fees Earned or Paid in Cash ($)		Option Awards(2) ($)		Total ($)
Stephen A. Scully(3)		122,500		1,017,000		1,139,500
Lizabeth Ardisana(4)		60,000		1,017,000		1,077,000
John S. Herrington(5)		15,000		579,000		594,000
James C. Miller III(6)		70,000		1,017,000		1,087,000
Kenneth M. Socha(7)		60,000		1,017,000		1,077,000
Vincent C. Taormina(8)		62,500		1,017,000		1,079,500
Parker A. Weil(9)		62,500		1,017,000		1,079,500
Lorraine Paskett(10)		—		420,000		420,000

Fees Earned or

Option


Paid in Cash

Awards(2)

Total
Name(1)

($)

($)

($)
Stephen A. Scully(3)

122,500

54,400

176,900
Lizabeth Ardisana

15,000

—

15,000
John S. Herrington(4)

62,500

54,400

116,900
James C. Miller III(5)

70,000

54,400

124,400
Warren I. Mitchell(6)

60,000

54,400

114,400
Philippe Montantême

—

—

—
Momar Nguer

—

—

—
James E. O’Connor(7)

60,000

54,400

114,400
Kenneth M. Socha(8)

60,000

54,400

114,400
Vincent C. Taormina(9)

62,500

54,400

116,900

(1)

~~(1)~~

Andrew J. Littlefair, our President and Chief Executive Officer, is not included in this table because he is an employee of the Company and thus receives no additional compensation for his services as a director. The compensation received by Mr. Littlefair as an employee of the Company is shown in the Summary Compensation Table above.

Messrs. Maurisse, Charleux, Wolffsheim and Ms. Boissy-Rousseau are not included in this table because each voluntarily waived their right to receive compensation for 2021 and 2022.

(2)

On ~~February 25, 2019,~~January 21, 2021 and December 7, 2021, each of our ~~non‑employee~~non-employee directors were granted an option award for 75,000 shares and 100,000 shares, respectively, of common stock but for (1) Ms. Paskett, who was granted an option award for ~~42,500~~100,000 shares of common ~~stock.~~stock on December 21, 2021 and (2) for Mr. Herrington, who was not granted an option award in December since his service as a Director ceased in March 2021. The option awards for our non-employee directors have an exercise price of ~~$2.19~~$10.18 per share and $6.77, respectively, and all such awards ~~were~~will be fully vested ~~upon grant.~~a year from each option award date. The amounts shown in this column represent the grant date fair value of these option awards calculated in accordance with FASB ASC 718. For a discussion about the valuation models and assumptions used to calculate the fair value of these awards, see Note 1413 to the consolidated financial statements included in the Annual Report.

(3)

As of December 31, ~~2019,~~2021, Mr. Scully had fully vested and outstanding options to purchase the following: 20,000 shares at an exercise price of $11.93; 20,000 shares at an exercise price of $5.54; 40,000 shares at an exercise price of $1.37; ~~and~~ 42,500 shares at an exercise price of ~~$2.19.~~ $2.19; 42,000 shares at an exercise price of $2.56; 75,000 shares at an exercise price of $10.18; and 100,000 outstanding unvested options to purchase shares at an exercise price of $6.77.

(4)

As of December 31, ~~2019, Mr. Scully had fully vested stock awards of 119,118 shares.~~

~~(4) As of December 31, 2019, Mr. Herrington~~2021, Ms. Ardisana had fully vested and outstanding options to purchase the following: ~~20,000~~22,000 shares at an exercise price of ~~$13.49; 20,000~~$2.56; 75,000 shares at an exercise price of ~~$14.22; 25,000~~$10.18; and 100,000 outstanding unvested options to purchase shares at an exercise price of $15.11; 20,000 shares at an exercise price of $13.09; 20,000 shares at an exercise price of $11.93; 20,000 shares at an exercise price of $5.54; 40,000 shares at an exercise price of $1.37; and 42,500 shares at an exercise price of $2.19. $6.77.

(5)

As of December 31, ~~2019,~~2021, Mr. Herrington ~~had fully vested stock awards of 119,118 shares.~~

~~(5)~~ did not hold any options.

(6)

As of December 31, ~~2019,~~2021, Mr. Miller had fully vested and outstanding options to purchase the following: 20,000 shares at an exercise price of $13.49; 20,000 shares at an exercise price of $14.22; 25,000 shares at an exercise price of $15.11; 20,000 shares at an exercise price of $13.09; 20,000 shares at an exercise price of $11.93; 20,000 shares at an exercise price of $5.54; 40,000 shares at an exercise price of $1.37; and 42,500 shares at an exercise price of $2.19. As of December 31, 2019, Mr. Miller had fully vested stock awards of 119,118 shares.

(6) As of December 31, 2019, Mr. Mitchell had fully vested and outstanding options to purchase the following: 20,000 shares at an exercise price of $13.49; 20,000 shares at an exercise price of $14.22; 25,000 shares at an exercise price of $15.11; 20,000 shares at an exercise price of $13.09; 20,000 shares at an exercise price of $11.93; 20,000 shares at an exercise price of $5.54; 40,000 shares at an exercise price of $1.37; and 42,500 shares at an exercise price of $2.19. As of December 31, 2019, Mr. Mitchell had fully vested stock awards of 119,118 shares.

68

~~Table of Contents~~

~~(7) As of December 31, 2019, Mr. O’Connor~~ had fully vested and outstanding options to purchase the following: 25,000 shares at an exercise price of $15.11; 20,000 shares at an exercise price of $13.09; 20,000 shares at an exercise price of $11.93; 20,000 shares at an exercise price of $5.54; ~~40,000 shares at an exercise price of $1.37; and~~ 42,500 shares at an exercise price of ~~$2.19.~~ $2.19; 42,000 shares at an exercise price of $2.56; 75,000 shares at an exercise price of $10.18; and 100,000 outstanding unvested options to purchase shares at an exercise price of $6.77.

(7)

As of December 31, ~~2019, Mr. O’Connor had fully vested stock awards of 119,118 shares.~~

~~(8) As of December 31, 2019,~~2021, Mr. Socha had fully vested and outstanding options to purchase the following: 25,000 shares at an exercise price of $15.11; 20,000 shares at an exercise price of ~~$13.49;~~$13.09; 20,000 shares at an exercise price of ~~$14.22;~~$11.93; 20,000 shares at an exercise price of $5.54; 42,500 shares at an exercise price of $2.19; 42,000 shares at an exercise price of $2.56; 75,000 shares at an exercise price of $10.18; and 100,000 outstanding unvested options to purchase shares at an exercise price of $6.77.

(8)

As of December 31, 2021, Mr. Taormina had fully vested and outstanding options to purchase the following:; 25,000 shares at

57

TABLE OF CONTENTS

an exercise price of $15.11; 20,000 shares at an exercise price of $13.09; 20,000 shares at an exercise price of $11.93; 20,000 shares at an exercise price of $5.54; 40,000 shares at an exercise price of $1.37; ~~and~~ 42,500 shares at an exercise price of ~~$2.19.~~ $2.19; 42,000 shares at an exercise price of $2.56; 75,000 shares at an exercise price of $10.18; and 100,000 outstanding unvested options to purchase shares at an exercise price of $6.77.

(9)

As of December 31, ~~2019,~~2021, Mr. ~~Socha had fully vested stock awards of 119,118 shares.~~

~~(9) As of December 31, 2019, Mr. Taormina~~Weil had fully vested and outstanding options to purchase the following: ~~20,000~~42,000 shares at an exercise price of ~~$13.49; 20,000~~$2.70; 75,000 shares at an exercise price of ~~$14.22; 25,000~~$10.18; and 100,000 outstanding unvested options to purchase shares at an exercise price of ~~$15.11; 20,000~~$6.77.

(10)

As of December 31, 2021, Ms. Paskett had outstanding unvested options to purchase the following: 100,000 shares at an exercise price of $13.09; 20,000 shares at an exercise price of $11.93; 20,000 shares at an exercise price of $5.54; 40,000 shares at an exercise price of $1.37; and 42,500 shares at an exercise price of $2.19. As of December 31, 2019, Mr. Taormina had fully vested stock awards of 119,118 shares.

$6.49.

58

TABLE OF CONTENTS

EQUITY COMPENSATION PLANS

Securities Authorized for Issuance Under Equity Compensation Plans

The following table summarizes information about compensation plans under which our equity securities are authorized for issuance as of December 31, ~~2019:~~

2021:

	Equity Compensation Plan Information
Plan Category	Number of Securities to be Issued upon Exercise of Outstanding Options, Warrants and Rights		Weighted-Average Exercise Price of Outstanding Options, Warrants and Rights			Number of Securities Remaining Available for Future Issuance under Equity Compensation Plans
Equity compensation plans approved by security holders		18,280,613(1)		$	6.68(2)		9,425,692(3)
Equity compensation plans not approved by security holders		—			—		—
Total		18,280,613		$	6.68		9,425,692

Equity Compensation Plan Information


Number of Securities

Weighted-Average

Number of Securities

to be Issued upon

Exercise Price of

Remaining Available

Exercise of

Outstanding

for Future Issuance

Outstanding Options,

Options, Warrants

under Equity

Plan Category

Warrants and Rights

and Rights

Compensation Plans

Equity compensation plans approved by security holders

10,353,470
(1)
$
6.32
(2)

4,028,686
(3)
Equity compensation plans not approved by security holders

—

—


—

Total

10,353,470

$
6.32

4,028,686

(1)

~~(1)~~

Of these shares, ~~4,404,645~~2,238,050 were subject to options then outstanding under the 2006 Plan, ~~4,717,020~~14,915,621 were subject to options then outstanding under the 2016 Plan, and ~~1,231,805~~1,126,942 were subject to RSUs then outstanding under the 2016 Plan. The Company’s authority to grant new awards under the 2006 Plan terminated upon the adoption of the 2016 Plan in May 2016.

(2)

This weighted-average exercise price does not reflect ~~1,231,805~~1,126,942 shares that will be issued upon the settlement of outstanding RSUs.

(3)

Represents (a) ~~2,054,993~~7,595,607 shares available for future issuance under the 2016 Plan as of December 31, ~~2019,~~2021, and (b) ~~1,973,693~~1,830,085 shares available for future issuance under the ESPP, excluding ~~51,401~~33,173 shares that were subject to purchase under the ESPP during the purchase period ended December 31, ~~2019.~~2021. Shares available under the 2016 Plan may be used for any type of award authorized in that ~~plan, as described under the “2016 Plan” above.~~

plan.

69

59

~~Table of Contents~~TABLE OF CONTENTS

CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS

~~2019~~

Related Party Transactions

Except as described below, since January 1, ~~2019,~~2021, there has not been, nor is there currently proposed, any transaction or series of similar transactions in which we were or are to be a participant, in which the amount involved exceeds $120,000 and in which any of our directors, executive officers, holders of more than 5% of our common stock or any immediate family member of any of the foregoing had or will have a direct or indirect material interest. This does not include employment compensation or compensation for Board service, which are described elsewhere in this Proxy Statement.

Relationships with ~~TOTAL~~TotalEnergies and its Affiliates

~~Total Private Placement~~

During 2021, the Company recognized revenue of $3.3 million and $0.4 million, respectively, related to LNG sold to TotalEnergies and its affiliates in the ordinary course of business and AFTC credits associated therewith.

The Company purchased $0.6 million in parts and materials from TotalEnergies in the ordinary course of business during 2021.

TotalEnergies Agreements

On May 9, 2018, we entered into a stock purchase agreement (the “Purchase Agreement”) with ~~Total Marketing Services~~TMS for the sale and issuance to ~~Total Marketing Services~~ TMS of up to 50,856,296 shares of our common stock, representing approximately 25% of the outstanding shares of our common stock and the largest ownership position of our Company, for a per share purchase price of $1.64 and an aggregate cash purchase price of $83.4 million. The ~~Total Private Placement~~TotalEnergies private placement closed on June 13, 2018.

Pursuant to the Purchase Agreement, ~~Total Marketing Services~~ TMS has the right to designate up to two individuals to serve as directors on our Board. Subject to certain limited conditions as described in the Purchase Agreement, including compliance with our governing documents and all applicable laws, rules and regulations, we will be obligated to appoint or nominate for election as directors of our Company the individuals so designated by ~~Total Marketing Services~~ TMS and, from and after such appointment or election, either (1) appoint one of these individuals to serve on the audit committee of the Board and any other Board committees that may be formed from time to time for the purpose of making decisions that are strategically significant to our Company, or (2) nominate another individual as an observer of such Board committees, who is to be invited to attend all meetings of such committees in a non-voting observer capacity. ~~Total Marketing Services~~’TMS’ rights and our obligations relating to these designees and observers continue until (and if) (a) with respect to ~~Total Marketing Services~~’TMS’ right to designate two individuals to serve as directors on our Board and an optional observer to serve on certain Board committees, ~~Total Marketing Services~~’TMS’ voting power is less than 16.7% but more than 10.0%, and (b) with respect to ~~Total Marketing Services~~’TMS’ right to designate one individual to serve as a director on our Board and an optional observer to serve on certain Board committees, ~~Total Marketing Services~~’TMS’ voting power is less than 10.0%, in each case measured in relation to the votes then entitled to be cast in an election of directors by our stockholders.

The Purchase Agreement also provides that, until the later of May 9, 2020 or such date when ~~Total Marketing Services~~TMS ceases to hold more than 5% of our common stock then outstanding, among other similar undertakings and subject to customary conditions and exceptions, ~~Total Marketing Services~~TMS and its affiliates are prohibited from purchasing shares of our common stock or otherwise pursuing transactions that would result in ~~Total Marketing Services~~ TMS owning more than 30% of our equity securities without the approval of our Board.

In connection with the Purchase Agreement on May 9, 2018, we and all of our then-directors and officers entered into a voting agreement with ~~Total Marketing Services~~.TMS. Pursuant to the voting agreement, each of our directors and officers agreed to vote all shares of our common stock presently or hereafter owned or controlled by such director or officer, in any vote of our stockholders that may be held from time to time, in favor of the election of the individuals designated by ~~Total Marketing Services~~TMS to serve as directors on our Board. Each of our directors and officers has also granted to ~~Total Marketing Services~~TMS a proxy to vote all such shares in accordance with the terms of the voting agreement. For each of our directors and officers party to the voting agreement, the voting obligations contained in the agreement continue from and after, and for so long as, ~~Total Marketing Services~~’TMS’ director designation rights

60

TABLE OF CONTENTS

are in effect, as described above, and such director or officer continues to serve in such capacity for our Company ~~(other than Mr. Pickens, one of our former directors and co-founders, who continues to be bound by these voting obligations even after he has ceased to serve as such for our Company)~~ and continues to hold shares of our common stock.

70

~~Table of Contents~~

Pursuant to the Purchase Agreement, we also entered into a registration rights agreement with ~~Total Marketing Services~~TMS on June 13, ~~2018~~.2018. Pursuant to the registration rights agreement, we became obligated to, at our expense, (1) file one or more registration statements with the SEC to cover the resale of the shares of our common stock purchased by ~~Total Marketing Services~~TMS under the Purchase Agreement, (2) use our commercially reasonable efforts to cause all such registration statements to be declared effective in a timely manner, (3) use our commercially reasonable efforts to maintain the effectiveness of such registration statements until all such shares are sold or may be sold without restriction pursuant to applicable rules under the Securities Act, and (4) make and keep available adequate current public information and timely file with the SEC all required reports and other documents until all such shares are sold or may be sold without restriction. If such registration statements are not filed or declared effective as described above or any such effective registration statements subsequently become unavailable for more than 30 days in any ~~12‑month~~12-month period while they are required to maintained as effective, then we would be required to pay liquidated damages to ~~Total Marketing Services~~TMS equal to 0.75% of the aggregate purchase price for the shares remaining eligible for such registration rights each month for each such failure (up to a maximum of 4.0% of the aggregate purchase price for the shares remaining eligible for such registration rights each year).

Credit Support Agreement

On January 2, 2019, we entered a credit support agreement ~~(“CSA”~~(as amended, the “CSA”) with ~~Total~~TotalEnergies Holdings USA Inc. (“THUSA”), a wholly owned subsidiary of ~~TOTAL.~~TotalEnergies. Under the CSA, THUSA agreed to enter into a guaranty agreement (“Guaranty”) pursuant to which it has guaranteed our obligation to repay up to $100.0 million in term loans (“Loans”) and interest thereon in accordance with a term credit agreement we have entered into with an unaffiliated third party (the “Lender”). In consideration for the commitments of THUSA under the CSA, we are required to pay THUSA on a quarterly ~~basis, a~~ guaranty fee at a rate per ~~annum~~quarter equal to ~~10%~~2.5% of the average aggregate Loan amount for the preceding calendar quarter.

Following any payment by THUSA to the Lender under the Guaranty, we would be obligated to immediately pay to THUSA the full amount of such payment plus interest on such amount at a rate equal to LIBOR plus 1.0%. In addition, we would be obligated to pay and reimburse THUSA for all reasonable out-of-pocket expenses it incurs in the performance of its services under the CSA, including all reasonable out-of-pocket attorneys’ fees and expenses incurred in connection with the payment to the Lender under the Guaranty or any enforcement or attempt to enforce any of our obligations under the CSA.

The CSA includes customary representations and warranties and affirmative and negative covenants by us. In addition, upon the occurrence of a “Trigger Event” and during its continuation, THUSA may, among other things: elect not to guarantee additional Loans; declare all or any portion of the outstanding amounts we owe THUSA under the CSA to be due and payable; and exercise all other rights it may have under applicable law. Each of the following events constitutes a Trigger Event: we default with respect to any payment obligation under the CSA; any representation or warranty made by us in the CSA was false, incorrect, incomplete or misleading in any material respect when made; we fail to observe or perform any material covenant, obligation, condition or agreement in the CSA; or we default in the observance or performance of any agreement, term or condition contained in any other agreement with THUSA or an affiliate of THUSA.

As security for our obligations under the CSA, on January 2, 2019, we entered into a pledge and security agreement with THUSA and delivered a collateral assignment of contracts to THUSA, pursuant to which we collaterally assigned to THUSA all fueling agreements we enter into with participants in our Zero Now truck financing program. In addition, on January 2, 2019, we entered into a lockbox agreement with THUSA and PlainsCapital Bank, under which we granted THUSA a security interest in the cash flow generated by the fueling agreements we enter into with participants in the Zero Now program. Until the occurrence of a Trigger Event or Fundamental Trigger Event (as described below) under the CSA, we have the freedom to operate in the normal course and there are no restrictions on the flow of funds in and out of the lockbox account established pursuant to the lockbox agreement. Upon the occurrence of a Trigger Event under the CSA, all funds in the lockbox account will be: first, used to make scheduled debt repayments of Loans and interest thereon; and second, released to us. Further, upon the occurrence of a “Fundamental

61

TABLE OF CONTENTS

Trigger Event” under the CSA and during its continuation, in addition to exercising any of the remedies available to THUSA upon the occurrence of a Trigger Event as described above: all participants in the Zero Now program would pay

71

~~Table of Contents~~

amounts owed under their fueling agreements with us directly into the lockbox account; under a “sweep” mechanism, all cash in the lockbox account would be used to prepay all outstanding Loans; no other disbursements from the lockbox account could be made without THUSA’s consent; and THUSA would retain dominion over the lockbox account and the funds in the account would remain as security for our payment and reimbursement obligations under the CSA. Each of the following events constitutes a Fundamental Trigger Event: we default in the observance or performance of any agreement, term or condition contained in the term credit agreement governing the Loans that would constitute an event of default thereunder, up to or beyond any grace period provided in such agreement, unless waived by the Lender; we default in the observance or performance of any agreement, term or condition contained in any evidence of indebtedness other than such term credit agreement, and the effect of such default is to cause, or permit the holders of such indebtedness to cause, acceleration of indebtedness in an aggregate amount for all such collective defaults of $20.0 million or more; voluntary and involuntary bankruptcy and insolvency events; and the occurrence of a change of control of our Company.

The CSA will terminate following the later of: the payment in full of all of our obligations under the CSA; and the termination or expiration of the Guaranty following the maturity date of the last outstanding Loan or December 31, 2023, whichever is earlier.

During 2021, we paid TotalEnergies $0.3 million related to the guaranty fee under the CSA.

Commodity Swap Arrangements

In October 2018, we entered into commodity swap arrangements with ~~Total~~TotalEnergies Gas & Power North America, an affiliate of ~~TOTAL~~TotalEnergies and THUSA, intended to manage diesel price fluctuation risks related to the natural gas fuel supply commitments we expect to make in our anticipated fueling agreements with fleet operators that participate in our Zero Nowtruck financing program, which arrangements cover five million diesel gallons of natural gas fuel volume annually from April 2019 through June 2024.

~~Sales~~ During the year ended December 31, 2021, the Company paid TotalEnergies Gas & Power North America $0.8 million for settlements on commodity swap contracts and recognized revenue of ~~RINs~~

$0.2 million related to settlements on commodity swap contracts.

~~In 2019,~~Joint Venture

On March 3, 2021, we ~~sold~~ ~~Renewable Identification Numbers~~entered an agreement (“TotalEnergies JV Agreement”) with TotalEnergies that created a 50/50 joint venture (“TotalEnergies JV”) to ~~THUSA for proceeds of $1.7 million~~develop anaerobic digester gas (“ADG”) RNG production projects at dairies and other animal waste facilities in the ~~ordinary course~~United States. The TotalEnergies JV Agreement contemplates that the TotalEnergies JV will invest up to $400 million of ~~business~~equity in production projects, and ~~at market prices.~~

~~Relationships with Mr. Pickens~~

~~On September~~ ~~18, 2018, upon his retirement as a director of our~~TotalEnergies and the Company each committed to initially provide $50 million for the TotalEnergies JV. Pursuant to the TotalEnergies JV Agreement, the Company and ~~his appointment as Director Emeritus,~~TotalEnergies have given the TotalEnergies JV a limited right of first opportunity to invest in dairy and other animal waste RNG projects they respectively originate. On October 12, 2021, we entered into an LLC agreement (the “DR Development Agreement”) with ~~Mr. Pickens that set forth his and our obligations and responsibilities relating~~TotalEnergies to his position, including, among other things, confirming Mr. Pickens’ confidentiality obligations. Mr. Pickens served as Director Emeritus until his death in September 2019. As Director Emeritus, Mr. Pickens was invited to attend meetings ofdevelop a dairy ADG RNG production facility project (the “DR JV”). Under the ~~Board, but was not considered a director of~~DR Development Agreement, the Company and ~~was not entitled~~TotalEnergies have each committed to ~~vote on any matter presented~~contribute $7.0 million to the ~~Board. Further, Mr. Pickens was not~~DR JV. On November 1, 2021, we and TotalEnergies have each contributed an ~~employee of~~initial $4.8 million capital contribution to the DR JV. During 2021, the Company ~~in his position as Director Emeritus. Pursuant~~recognized management fee revenue of $75,000 related to the TotalEnergies JV.

Relationship Involving Ms. Paskett

The spouse of Ms. Paskett, who was appointed to our ~~agreement with Mr. Pickens and~~Board in ~~consideration of the services provided by him as Director Emeritus, we compensated Mr. Pickens in~~December 2021, is a ~~manner consistent with our compensation arrangements for our non-employee directors. These compensation arrangements are described under “Director Compensation” above.~~

~~In November 2014, we entered into a sublease with Mr. Pickens~~partner at Akin Gump Strauss Hauer & Feld LLP (“~~Sublease”~~Akin Gump”), pursuant to which we occupied, as the sublessee under the Sublease, 3,769 square feet of office space located in Dallas, Texas and leased by Mr. Pickens. The Sublease terminated in November 2019 and provideda law firm that we were to paid the following approximate amounts for rent, operating expenses and electric utilities in each remaining year of such term: $145,000 from November 2017 to November 2018 and $147,000 from November 2018 to November 2019. In May 2016, we agreed to sublease an additional 3,162 square feet of adjacent space from Mr. Pickens under the Sublease until November 2019 (the “Sublease Amendment”). We paid approximately $99,000 per year for rent, operating expenses and electric utilities for the space subjectprovides legal services to the ~~Sublease Amendment.~~

Company. Since January 1, 2021, the Company has paid $262,639 in legal fees to Akin Gump.

72

~~Table of Contents~~

Policies and Procedures for Related Party Transactions

Our audit committee charter requires that all related party transactions, as defined in applicable SEC rules, be reviewed and approved by our audit committee or another independent body of the Board, in

62

TABLE OF CONTENTS

accordance with applicable Nasdaq rules. When evaluating any such transaction, our audit committee focuses on whether the terms of the transaction are at least as favorable to us as terms we would receive on an ~~arm’s‑length~~arm’s-length basis from an unaffiliated third party. Each of the transactions described above that was required to be reviewed and approved by the audit committee in accordance with its charter was so reviewed and approved.

73

63

~~Table of Contents~~TABLE OF CONTENTS

AUDIT COMMITTEE REPORT

The audit committee is responsible for overseeing our accounting, auditing and financial reporting practices on behalf of the Board. Management is responsible for the preparation and presentation of our consolidated financial statements, including establishing accounting and financial reporting principles and establishing and maintaining systems of internal control over financial reporting. Our independent registered public accounting firm is responsible for expressing an opinion on our consolidated financial statements and an opinion on our internal control over financial reporting.

In performing its responsibilities, the audit committee has reviewed and discussed, with management and KPMG LLP, our independent registered public accounting firm, the audited consolidated financial statements included in the Annual Report. The audit committee has also discussed with KPMG LLP the matters required to be discussed by the applicable requirements of the Public Company Accounting Oversight Board (the “PCAOB”) and the SEC.

Additionally, the audit committee has received the written disclosures and the letter from KPMG LLP required by applicable requirements of the PCAOB regarding KPMG LLP’s communications with the audit committee concerning independence and has discussed with KPMG LLP its independence.

Based on the reviews and discussions referred to above, the audit committee recommended to the Board that the audited consolidated financial statements of Clean Energy Fuels Corp. be included in our annual report on Form ~~10‑K~~10-K for the year ended December 31, ~~2019~~2021 for filing with the SEC.


	~~Audit Committee:~~
	Audit Committee: James C. Miller III, Chairman Stephen A. Scully Vincent C. Taormina Parker A. Weil~~Chairman~~
	~~John S. Herrington~~
	~~Stephen A. Scully~~
	~~Vincent C. Taormina~~

This audit committee report shall not be deemed to be “soliciting material,” or to be “filed” with the SEC or subject to Regulation 14A or 14C under the Exchange Act, other than as provided by applicable SEC rules, or to the liabilities of Section 18 of the Exchange Act, except to the extent that we specifically request that the information be treated as soliciting material or specifically incorporate it by reference into a document filed under the Securities Act or the Exchange Act. This audit committee report will not be deemed to be incorporated by reference into any filing under the Securities Act or the Exchange Act, except to the extent that we specifically incorporate it by reference.

74

64

~~Table of Contents~~TABLE OF CONTENTS

OTHER MATTERS

Stockholder Proposals for ~~2021~~2023 Annual Meeting

Stockholder Proposals to be Considered for Inclusion in Our Proxy Materials

Stockholder proposals submitted pursuant to Rule ~~14a‑8~~14a-8 under the Exchange Act and intended to be presented at our ~~2021~~2023 annual meeting of stockholders and considered for inclusion in our proxy materials for that meeting must be received by our Secretary at our principal executive offices no later than December ~~4, 2020.~~8, 2022. However, if ~~our 2021~~we change the date of the 2023 annual meeting of stockholders ~~is not held between April 15, 2021 and June 14, 2021,~~by more than 30 days from the date of this year’s Annual Meeting, then such proposals must be received a reasonable time before we begin to print and send our proxy materials for the ~~2021~~2023 annual meeting of ~~stockholders~~stockholders.

.

Director Nominations or Stockholder Proposals to be Brought Before an Annual Meeting But Not Included in Our Proxy Materials

Our amended and restated bylaws provide that, for stockholder nominations of directors or other proposals to be considered at an annual meeting but not sought to be included in our proxy materials for the meeting, the stockholder must have given timely written notice of the director nomination or proposal to us. To be timely for our ~~2021~~2023 annual meeting of stockholders, a stockholder’s notice must be delivered to or mailed and received by our Corporate Secretary at our principal executive offices between the close of business on ~~February 14, 2021~~October 9, 2022 and the close of business on ~~March 16, 2021;~~December 8, 2022; provided, however, that if our ~~2021~~2023 annual meeting of stockholders is not held between April ~~15, 2021~~19, 2023 and June ~~14, 2021,~~18, 2023, then notice will be timely if it is received not earlier than the close of business on the 90th day prior to such annual meeting and not later than the close of business on the later of the 60th day prior to such annual meeting or, in the event public announcement of the date of such annual meeting is first made by us fewer than 70 days prior to the date of such annual meeting, the close of business on the 10th day following the day on which public announcement of the date of such meeting is first made by us. A stockholder’s notice to the Company must set forth, as to each director nominee or other proposal the stockholder proposes to bring before our ~~2021~~2023 annual meeting, all of the information required by our amended and restated bylaws. We will not entertain any director nominations or other proposals at the Annual Meeting or at our ~~2021~~2023 annual meeting that do not meet the requirements set forth in our amended and restated bylaws. Stockholder proposals or director nominations submitted to the Company’s Secretary that do not comply with the above requirements may not be brought before the ~~2021~~2023 annual meeting of stockholders.

In addition, a stockholder who intends to solicit proxies in support of director nominees other than the Company’s nominees at the 2023 annual meeting of stockholders must provide written notice to the Company setting forth the information required by Rule 14a-19 under the Exchange Act, unless the required information has been provided in a preliminary or definitive proxy statement previously filed by the stockholder. Such written notice must be provided in accordance with Rule 14a-19 no later than March 20, 2023. If we change the date of the 2023 annual meeting of stockholders by more than 30 days from the date of this year’s Annual Meeting, written notice must be provided by the later of 60 days prior to the date of the 2023 annual meeting of stockholders or the 10th day following the day on which public announcement of the date of the 2023 annual meeting of stockholders is first made. The notice requirement under Rule 14a-19 is in addition to the applicable notice requirements under our amended and restated bylaws as described above.

Other Business at the Annual Meeting

We have not received any notice of other business to come before the Annual Meeting as of the date of this Proxy Statement and we do not otherwise know of any other business to be submitted at the Annual Meeting. If any other matters are properly brought before the Annual Meeting, the individuals we have designated as proxies for the Annual Meeting will vote on such matters in their discretion. It is the intention of such individuals to vote the shares represented by proxy at the Annual Meeting on any such matter as recommended by the Board or, if no recommendation is given, in accordance with their judgment.

75

65

~~Table of Contents~~TABLE OF CONTENTS

More Information About the Company

For more information about the Company, please refer to our Annual Report, which accompanies this Proxy Statement. Our annual report on Form ~~10‑K~~10-K for the year ended December 31, ~~2019,~~2021, which is a part of the Annual
Report, was filed with the SEC on ~~March 10, 2020,~~February 24, 2022, and is accessible on our website at http://investors.cleanenergyfuels.com/financial-information/annual-reports. You may also obtain a copy of the Annual Report at no charge and copies of any exhibit listed in the Annual Report for a fee (equal to our reasonable expenses in furnishing such exhibit) by sending a written request to the attention of Investor Relations at the address of our principal executive offices.


	~~By order of the Board,~~

	~~MITCHELL W. PRATT~~
	~~Corporate Secretary~~

By order of the Board,

76

MITCHELL W. PRATT
Corporate Secretary

66

~~Table of Contents~~TABLE OF CONTENTS

Annex A

Proposed ~~Amended and Restated 2016 Performance Incentive~~2022 Employee Stock Purchase Plan

CLEAN ENERGY FUELS CORP.

~~AMENDED AND RESTATED 2016 PERFORMANCE INCENTIVE~~

2022 EMPLOYEE STOCK PURCHASE PLAN

~~1.PURPOSE OF PLAN~~

The ~~purpose~~following constitute the provisions of ~~this Clean Energy Fuels Corp. Amended and Restated 2016 Performance Incentive~~the 2022 Employee Stock Purchase Plan ~~(this~~(the “Plan”) of Clean Energy Fuels ~~Corp., a Delaware corporation~~Corp (the “~~Corporation~~Company”),.

1. Purpose. The purpose of the Plan (as defined below) is to ~~promote the success~~provide Employees (as defined below) of the ~~Corporation~~Company (as defined below) and its Designated Parents (as defined below) or Subsidiaries (as defined below) with an opportunity to purchase Common Stock (as defined below) of the Company through accumulated payroll deductions. It is the intention of the Company to have the Plan qualify as an “employee stock purchase plan” under Section 423 of the Code (as defined below) and the ~~interests~~applicable regulations thereunder. The provisions of the ~~Corporation’s stockholders by providing an additional means through~~Plan, accordingly, shall be construed so as to extend and limit participation in a manner consistent with the ~~grant~~requirements of ~~awards to attract, motivate, retain and reward selected employees and other eligible persons.~~

~~2.ELIGIBILITY~~

~~The Administrator (as such term is defined in Section 3.1) may grant awards under this Plan only to those persons~~ that ~~the Administrator determines to be Eligible Persons. An “Eligible Person” is any person who is either: (a) an officer (whether or not a director) or employee~~section of the Corporation or one of its Subsidiaries; (b) a director of the Corporation or one of its Subsidiaries; or (c) an individual consultant or advisor who renders or has rendered bona fide services (other than services in connection with the offering or sale of securities of the Corporation or one of its Subsidiaries in a capital‑raising transaction or as a market maker or promoter of securities of the Corporation or one of its Subsidiaries) to the Corporation or one of its Subsidiaries and who is selected to participate in this Plan by the Administrator; provided, however, that a person who is otherwise an Eligible Person under clause (c) above may participate in this Plan only if such participation would not adversely affect either the Corporation’s eligibility to use Form S‑8 to register under the Securities Act of 1933, as amended (the “Code.

2. ~~Securities Act~~Definitions.”), the offering and sale of shares issuable under this Plan by the Corporation or the Corporation’s compliance with any other applicable laws. An Eligible Person who has been granted an award (a “participant”) may, if otherwise eligible, be granted additional awards if the Administrator shall so determine. As used herein, the following definitions shall apply:

(a) “~~Subsidiary~~Administrator” means either the Board or a committee of the Board that is responsible for the administration of the Plan as is designated from time to time by resolution of the Board.

(b) “Applicable Laws” means the legal requirements relating to the administration of employee stock purchase plans, if any, ~~corporation~~under applicable provisions of federal securities laws, state corporate and securities laws, the Code and the applicable regulations thereunder, the rules of any applicable stock exchange or ~~other entity a majority~~national market system, and the rules of ~~whose outstanding voting stock or voting power is beneficially owned directly or indirectly~~any foreign jurisdiction applicable to participation in the Plan by ~~the Corporation; and~~residents therein.

(c) “Board” means the Board of Directors of the ~~Corporation.~~Company.

~~3.PLAN ADMINISTRATION~~

~~3.1The Administrator. This Plan shall be administered by and all awards under this Plan shall be authorized by the Administrator. The~~(d) “~~Administrator~~Code” means the ~~Board~~Internal Revenue Code of 1986, as amended.

(e) “Commission” means the U.S. Securities and Exchange Commission.

(f) “Common Stock” means the common stock of the Company, par value of $0.0001 per share, and such other securities or property as may become the subject of Options pursuant to an adjustment made under Section 18.

(g) “Compensation” means an Employee’s base salary from the Company or one or more ~~committees appointed~~Designated Parents or Subsidiaries, including such amounts of base salary as are deferred by the ~~Board~~Employee: (i) under a qualified cash or ~~another committee (within its delegated authority)~~deferred arrangement described in Section 401(k) of the Code; or (ii) to ~~administer all~~a plan qualified under Section 125 of the Code. “Compensation” does not include overtime, bonuses, annual awards, other incentive payments, reimbursements or ~~certain aspects of this Plan. Any such committee shall be comprised solely of~~other expense allowances, fringe benefits (cash or non-cash), moving expenses, deferred compensation, contributions (other than contributions described in the first sentence) made on the Employee’s behalf by the Company or one or more ~~directors~~Designated Parents or Subsidiaries under any employee benefit or welfare plan now or hereafter established, and any other payments not specifically referenced in the first sentence. The Administrator may establish, in its discretion and on a uniform and nondiscriminatory basis, a different definition of Compensation prior to an Offer Date for all Options to be granted on such ~~number~~Offer Date, which definition may vary among Participants who are employed by the Company or different Designated Parents or Subsidiaries.

(h) “Corporate Transaction” means any of the following transactions, unless the Administrator provides otherwise:

(i) any merger or consolidation in which the Company shall not be the surviving entity (or survives only as a subsidiary of another entity the stockholders of which did not own all or substantially all of the Common Stock in substantially the same proportions as immediately before such transaction);

A-1

TABLE OF CONTENTS

(ii) the sale of all or substantially all of the Company’s assets to any other person or entity (other than a wholly-owned subsidiary of the Company);

(iii) the acquisition of beneficial ownership of a controlling interest of fifty percent (50%) or more (including power to vote) in the outstanding shares of Common Stock by any person or entity (including a “group” as defined by or under Section 13(d)(3) of the Exchange Act);

(iv) the dissolution or liquidation of the Company;

(v) a contested election of directors, as a result of which or in connection with which the persons who were members of the Board before such election or their nominees cease to constitute a majority of the Board; or

(vi) any other event specified, prior to the commencement of an Offer Period, by the Board.

Notwithstanding the foregoing, the term “Corporate Transaction” shall not include any underwritten public offering of shares registered under the Securities Act of 1933, as amended.

(i) “Designated Parents or Subsidiaries” means any of the Parents or Subsidiaries, which have been designated by the Administrator from time to time as eligible to participate in the Plan.

(j) “Effective Date” means June 30, 2022. However, should any Parent or Subsidiary become a Designated Parent or Subsidiary after such date, then the Administrator, in its discretion, shall designate a separate Effective Date with respect to the employee-participants of such Designated Parent or Subsidiary.

(k) “Employee” means any individual, including an officer or director, who is an employee of the Company or a Designated Parent or Subsidiary for purposes of Section 423 of the Code. For purposes of the Plan, the employment relationship shall be treated as continuing intact while the individual is on sick leave or other leave of absence approved by the individual’s employer. Where the period of leave exceeds three (3) months and the individual’s right to reemployment is not guaranteed either by statute or by contract, the employment relationship will be deemed to have terminated on the day that is three (3) months and one (1) day following the start of such leave, for purposes of determining eligibility to participate in the Plan.

(l) “Exchange Act” means the Securities Exchange Act of 1934, as amended.

(m) “Exercise Date” means the last day of each Offer Period.

(n) “Fair Market Value” means, as of any date, the value of Common Stock determined as follows:

(i) If the Common Stock is listed on one or more established stock exchanges, its Fair Market Value shall be the closing sales price for such stock (or the closing bid, if no sales were reported) as quoted on the principal exchange or system on which the Common Stock is listed (as determined by the Administrator) on the date of determination (or, if no closing sales price or closing bid were reported on that date, as applicable, on the last trading date such closing sales price or closing bid was reported);

(ii) If the Common Stock is regularly quoted on an automated quotation system (including the OTC Bulletin Board) or by a recognized securities dealer, but selling prices are not reported, its Fair Market Value shall be the mean between the high bid and low asked prices for the Common Stock on the date of determination (or, if no such prices were reported on that date, on the last date such prices were reported), as reported in The Wall Street Journal or such other source as the Administrator deems reliable; or

(iii) In the absence of an established market for the Common Stock of the type described in (i) and (ii), above, its Fair Market Value thereof shall be determined by the Administrator in good faith.

(o) “New Exercise Date” has the meaning set forth in Section 18(b).

A-2

TABLE OF CONTENTS

(p) “Offer Period” means an Offer Period established pursuant to Section 4 hereof.

(q) “Offering” means an offer under this Plan of an Option that may be ~~required under applicable law. A committee may delegate some~~exercised during an Offer Period. For purposes of the Plan, all Employees eligible to participate pursuant to Section 3 will be deemed to participate in the same Offering unless the Administrator otherwise determines that Employees of the Company or ~~all~~one or more Designated Parent or Subsidiary will be deemed to participate in separate Offerings, in which case the Offerings will be considered separate even if the dates of ~~its authority~~each such Offering are identical and the provisions of the Plan will separately apply to ~~another committee so constituted. The Board or a committee comprised solely of directors may also delegate, to~~each Offering. To the extent permitted by Section ~~157(c)~~1.423-2(a)(1) of the ~~Delaware General Corporation Law and any other applicable law, to one or more officers~~Treasury regulations issued under Section 423 of the ~~Corporation, its powers under this Plan (a) to designate~~Code, the ~~officers and employees~~terms of each Offering need not be identical provided that the terms of the ~~Corporation and its Subsidiaries who will receive grants of awards under this~~ Plan and ~~(b)~~the Offering together satisfy Sections 1.423-2(a)(2) and (a)(3) of such Treasury regulations.

(r) “Offering Date” means the first day of each Offer Period.

(s) “Option” means, with respect to ~~determine~~each Offer Period, a right to purchase shares of Common Stock on the ~~number of shares subject to, and~~Exercise Date for such Offer Period in accordance with the ~~other~~ terms and conditions of ~~such awards. The Board may delegate different levels~~the Plan.

(t) “Parent” means a “parent corporation” of ~~authority to different committees with administrative and grant authority under this Plan. Unless otherwise provided~~the Company, whether now or hereafter existing, as defined in Section 424(e) of the Code.

(u) “Participant” means an Employee of the Company or Designated Parent or Subsidiary who has enrolled in the ~~Bylaws~~Plan as set forth in Section 5(a).

(v) “Purchase Price” means an amount equal to 85% of the ~~Corporation or~~Fair Market Value of a share of Common Stock on the ~~applicable charter~~Exercise Date.

(w) “Reserves” means, as of any ~~Administrator: (a) a majority of~~date, the members of the acting Administrator shall constitute a quorum, and (b) the vote of a majority of the members present assuming the presence of a quorum or the unanimous written consent of the members of the Administrator shall constitute action by the acting Administrator.

~~3.2Powers of the Administrator~~. Subject to the express provisions of this Plan, the Administrator is authorized and empowered to do all things necessary or desirable in connection with the authorization of awards and the administration of this Plan (in the case of a committee or delegation to one or more officers, within any express limits on the authority delegated to that committee or person(s)), including, without limitation, the authority to:

~~A-1~~

~~Table of Contents~~

~~(a)determine eligibility and, from among those persons determined to be eligible, the particular Eligible Persons who will receive an award under this Plan;~~

(b)grant awards to Eligible Persons, determine the price (if any) at which securities will be offered or awarded and the number of securities to be offered or awarded to any of such persons (in the case of securities‑based awards), determine the other specific terms and conditions of awards consistent with the express limits of this Plan, subject to the limits of this Section 3.2, establish the installment(s) (if any) in which such awards shall become exercisable or shall vest (which may include, without limitation, performance and/or time‑based schedules), or determine that no delayed exercisability or vesting is required, establish any applicable performance‑based exercisability or vesting requirements, determine the extent (if any) to which any applicable exercise and vesting requirements have been satisfied, and establish the events (if any) of termination, expiration or reversion of such awards;

~~(c)approve the forms of any award agreements (which need not be identical either as to type of award or among participants);~~

(d)construe and interpret this Plan and any agreements defining the rights and obligations of the Corporation, its Subsidiaries, and participants under this Plan, make any and all determinations necessary under this Plan and any such agreements, further define the terms used in this Plan, and prescribe, amend and rescind rules and regulations relating to the administration of this Plan or the awards granted under this Plan;

(e)cancel, modify, or waive the Corporation’s rights with respect to, or modify, discontinue, suspend, or terminate any or all outstanding awards, subject to any required consent under Section 8.6.5;

(f)accelerate, waive or extend the vesting or exercisability, or modify or extend the term of, any or all such outstanding awards (in the case of options or stock appreciation rights, within the maximum ten‑year term of such awards) in such circumstances as the Administrator may deem appropriate (including, without limitation, in connection with a termination of employment or services or other events of a personal nature) subject to any required consent under Section 8.6.5;

~~(g)adjust~~sum of: (1) the number of shares of Common Stock covered by each then outstanding Option under the Plan which has not yet been exercised; and (2) the number of shares of Common Stock which have been authorized for issuance under the Plan but not then subject to an outstanding Option.

(x) “Subsidiary” means a “subsidiary corporation” of the Company, whether now or hereafter existing, as defined in Section 424(f) of the Code.

3. Eligibility.

(a) General. Subject to the further limitations in Sections 3(b) and 3(c), any ~~award, adjust~~individual who is an Employee on a given Offering Date shall be eligible to participate in the ~~price~~Plan for the Offer Period commencing with such Offering Date. No individual who is not an Employee shall be eligible to participate in the Plan.

(b) Limitations on Grant and Accrual. Any provisions of the Plan to the contrary notwithstanding, no Employee shall be granted an Option under the Plan: (i) if, immediately after the grant, such Employee (taking into account stock owned by any other person whose stock would be attributed to such Employee pursuant to Section 424(d) of the Code) would own stock and/or hold outstanding options to purchase stock possessing five percent (5%) or more of the total combined voting power or value of all classes of stock of the Company or of any Parent or Subsidiary; or (ii) which permits the Employee’s rights to purchase stock under all employee stock purchase plans of the Company and its Parents or Subsidiaries to accrue at a rate which exceeds Twenty-Five Thousand Dollars (US$25,000) worth of stock (determined at the Fair Market Value of the shares at the time such Option is granted) for each calendar year in which such Option is outstanding ~~awards~~at any time. The determination of the accrual of the right to purchase stock shall be made in accordance with Section 423(b)(8) of the Code and the regulations thereunder.

(c) Other Limits on Eligibility. Notwithstanding Subsection (a), above, the Company, in its discretion, may determine prior to the Offering Date for an Offer Period that the following Employees shall not be eligible to participate in the Plan for such Offer Period: (i) Employees whose customary employment is 20 hours or fewer per week; (ii) Employees whose customary employment is for not more than five (5) months in any calendar year; (iii) Employees who have been employed for less than

A-3

TABLE OF CONTENTS

two (2) years; or (iv) highly compensated Employees (within the meaning of Section 414(q) of the Code). Notwithstanding Subsection (a), above, unless otherwise ~~waive~~determined prior to the Offering Date for an Offer Period, the following Employees shall not be eligible to participate in the Plan for such Offer Period: Employees who are citizens or ~~change previously imposed terms~~residents of a non-U.S. jurisdiction (without regard to whether he or she is also a citizen of the United States or a resident alien (within the meaning of Section 7701(b)(1)(A) of the Code)) if his or her participation is prohibited under the laws of the applicable non-U.S. jurisdiction or if complying with the laws of the applicable non-U.S. jurisdiction would cause the Plan or an Offering to violate Section 423 of the Code.

4. Offer Periods.

(a) Unless otherwise determined by the Administrator, the Plan shall be implemented through consecutive Offer Periods of six (6) months’ duration commencing each January 1 and ~~conditions,~~July 1 following the Effective Date during the term of the Plan until the earlier of: (i) the maximum number of shares of Common Stock available for issuance under the Plan shall have been purchased; or (ii) the Plan shall have been sooner terminated in accordance with Section 19.

(b) A Participant shall be granted a separate Option for each Offer Period in which he or she participates. The Option shall be granted on the Offering Date and shall be automatically exercised on the last day of the Offer Period.

(c) Except as specifically provided herein, the acquisition of Common Stock through participation in the Plan for any Offer Period shall neither limit nor require the acquisition of Common Stock by a Participant in any subsequent Offer Period.

5. Participation.

(a) An eligible Employee may become a Participant in the Plan by submitting an authorization of payroll deduction (using such ~~circumstances~~form or method (including electronic forms) as the Administrator may ~~deem appropriate,~~designate from time to time) as of a date in ~~each case subject~~advance of the Offering Date for the Offer Period in which such participation will commence, as required by the Administrator for all eligible Employees with respect to ~~Sections 4~~a given Offer Period.

(b) Payroll deductions for a Participant shall commence with the first partial or full payroll period beginning on the Offering Date and ~~8.6 (and~~shall end on the last complete payroll period during the Offer Period, unless sooner terminated by the Participant as provided in Section 10.

6. Payroll Deductions.

(a) At the time a Participant enrolls in the Plan, the Participant shall elect to have payroll deductions made during the Offer Period in amounts between one percent (1%) and not exceeding ten percent (10%) of the Compensation which the Participant receives during the Offer Period, subject to the ~~no repricing provision below);~~

~~(h)determine~~limitation set forth in Section 3(b).

(b) All payroll deductions made for a Participant shall be credited to the ~~date~~Participant’s account under the Plan and will be withheld in whole percentages only. A Participant may not make any additional payments into such account.

(c) A Participant may discontinue participation in the Plan as provided in Section 10, or may increase or decrease the rate of ~~grant~~payroll deductions during the Offer Period by submitting notice of a change of status (using such form or method (including electronic forms) as the Administrator may designate from time to time) authorizing an ~~award, which may~~increase or decrease in the payroll deduction rate. Any increase or decrease in the rate of a Participant’s payroll deductions shall be ~~a designated date after but not before~~effective as soon as administratively practicable following the date of the ~~Administrator’s action to grant the award (unless otherwise designated~~request. A Participant’s payroll deduction authorization (as modified by ~~the~~any change of status notice) shall remain in effect for successive Offer Periods unless terminated as provided in Section 10. The Administrator ~~the date of grant of an award~~ shall be authorized to limit the ~~date upon which the Administrator took the action granting an award);~~

~~(i)determine whether, and the extent to which, adjustments are required pursuant to Section 7.1 hereof and take~~number of payroll deduction rate changes during any ~~of the actions contemplated by Section 7.2 in connection with the occurrence of an event of the type contemplated by Section 7.2;~~

~~(j)acquire or settle (subject to Sections 7 and 8.6) rights under awards in cash, stock of equivalent value, or other consideration (subject to the no repricing provision below); and~~

~~(k)determine the fair market value of the Common Stock or awards under this Plan from time to time and/or the manner in which such value will be determined.~~

Offer Period.

(d) Notwithstanding the foregoing, ~~and except for an adjustment pursuant~~ to the extent necessary to comply with Section ~~7.1 or a repricing approved by stockholders, in no case may the Administrator (1) amend an outstanding stock option or SAR to reduce the exercise price or base price~~423(b)(8) of the award, (2) cancel, exchange, or surrender an outstanding stock option or SAR in exchange for cash or other awards for the purpose of repricing the award, or (3) cancel, exchange, or surrender an outstanding stock

~~A-2~~

Code and Section 3(b) herein, a Participant’s payroll deductions shall be decreased to 0%. Payroll

A-4

~~Table of Contents~~TABLE OF CONTENTS

~~option or SAR~~

deductions shall recommence at the rate provided in ~~exchange for an option or SAR with an exercise or base price that is less than the exercise or base price~~such Participant’s payroll deduction authorization, as amended, when permitted under Section 423(b)(8) of the ~~original award.~~

~~Notwithstanding~~Code and Section 3(b), unless such participation is sooner terminated by the ~~foregoing, and except~~Participant as provided in Section 10.

7. Grant of Option. On the ~~next sentence, all awards~~Offering Date, each Participant shall be granted ~~under this Plan~~an Option to purchase (at the applicable Purchase Price) shares of Common Stock; provided: (i) that such Option shall be subject to the limitations set forth in Sections 3(b), 6 and 12 and (ii) that such Option shall be subject to such other terms and conditions (applied on a ~~minimum vesting requirement~~uniform and nondiscriminatory basis), as the Administrator shall determine from time to time. Exercise of ~~one year,~~the Option shall occur as provided in Section 8, unless the Participant has withdrawn pursuant to Section 10, and the Option, to the extent not exercised, shall expire on the last day of the Offer Period with respect to which such Option was granted. Notwithstanding the foregoing, shares subject to the Option may only be purchased with accumulated payroll deductions credited to a Participant’s account in accordance with Section 6. In addition, to the extent an Option is not exercised on the Exercise Date, the Option shall lapse and thereafter cease to be exercisable.

8. Exercise of Option. Unless a Participant withdraws from the Plan as provided in Section 10, the Participant’s Option for the purchase of shares of Common Stock will be exercised automatically on the Exercise Date, by applying the accumulated payroll deductions in the Participant’s account to purchase the number of full shares subject to the Option by dividing such Participant’s payroll deductions accumulated prior to the Exercise Date and retained in the Participant’s account as of the Exercise Date by the applicable Purchase Price. No fractional shares will be purchased; any payroll deductions accumulated in a Participant’s account which are not sufficient to purchase a full share shall be returned to the Participant as soon as administratively practicable, without interest. In addition, any amount remaining in a Participant’s account following the purchase of shares on the Exercise Date due to the application of Section 423(b)(8) of the Code or Section 7, shall be returned to the Participant and shall not be carried over to the next Offer Period. During a Participant’s lifetime, a Participant’s Option to purchase shares hereunder is exercisable only by the Participant.

9. Delivery. After each Exercise Date on which a purchase of shares occurs, as soon as administratively practicable, the Company shall, in its discretion, either deliver to each Participant a certificate representing the shares of Common Stock purchased upon exercise of his or her Option, provide for the crediting of such shares in book entry form in the name of the Participant, or provide for an alternative arrangement for the delivery of such shares to a broker or recordkeeping service for the benefit of the Participant. In the event the Company is required to file a registration statement to issue any such certificate or otherwise deliver such shares, the Company will seek to obtain such authority. If the Company is unable to obtain from any such commission or agency authority which counsel for the Company deems necessary for the lawful issuance of any such certificate or other delivery of such shares, or if for any other reason the Corporation cannot issue or deliver shares of Common Stock and comply with Applicable Laws, the Corporation shall be relieved from liability to any Participant except that the Company shall return to each Participant to whom such shares cannot be issued or delivered the amount of the balance credited to his or her account that would have otherwise been used for the purchase of such shares.

10. Withdrawal; Termination of Employment.

(a) A Participant may, by giving notice to the Company (using such form or method (including electronic forms) as the Administrator may designate from time to time), either: (i) withdraw all but not less than all the payroll deductions credited to the Participant’s account and not yet used to exercise the Participant’s Option under the Plan; or (ii) terminate future payroll deductions, but allow accumulated payroll deductions to be used to exercise the Participant’s Option under the Plan at any time. If the Participant elects withdrawal alternative (i) described above, all of the Participant’s payroll deductions credited to the Participant’s account will be paid to such Participant as soon as administratively practicable after receipt of notice of withdrawal, such Participant’s Option for the Offer Period will be automatically terminated, and no further payroll deductions for the purchase of shares will be made during the Offer Period. If the Participant elects withdrawal alternative (ii) described above, no further payroll deductions for the purchase of shares will be made during the Offer Period, all of the Participant’s payroll deductions credited to the Participant’s account will be applied to the exercise of the Participant’s Option on the Exercise Date (subject to Sections 3(b), 6, 7 and 12), and all remaining accumulated payroll deduction amounts shall be returned to the Participant. If a Participant withdraws

A-5

TABLE OF CONTENTS

from an Offer Period, payroll deductions will not resume at the beginning of the succeeding Offer Period unless the Participant enrolls in such succeeding Offer Period as provided in Section 10(b). The Administrator may, in its discretion and on a uniform and nondiscriminatory basis, specify procedures for withdrawal.

(b) A Participant’s termination from Plan participation during the Offer Period precludes the Participant from again participating in this Plan during that Offer Period. However, such termination shall not have any effect upon his or her ability to participate in any succeeding Offer Period, provided that the applicable eligibility and participation requirements are again then met. A Participant’s termination from Plan participation shall be deemed to be a revocation of that Participant’s authorization of payroll deduction and such Participant must submit a new authorization of payroll deduction (using such form or method (including electronic forms) as the Administrator may designate from time to time) to resume Plan participation in any succeeding Offer Period.

(c) Upon termination of a Participant’s employment relationship (as described in Section 2(l)) prior to the Exercise Date, the payroll deductions credited to such Participant’s account during the Offer Period will be returned to such Participant or, in the case of his/her death, to the person or persons entitled thereto under Section 14, and such Participant’s Option will be automatically terminated without exercise of any portion of ~~any award may vest earlier than~~such Option.

(d) For purposes of this Plan, if a Designated Parent or Subsidiary ceases to be a Designated Parent or Subsidiary, each person employed by such Designated Parent or Subsidiary will be deemed to have terminated employment for purposes of this Plan and will no longer be an eligible Employee under the ~~first anniversary~~Plan, unless such person continues as an eligible Employee in respect of the ~~grant date~~Company or another Designated Parent or Subsidiary.

11. Interest. No interest shall accrue on the payroll deductions credited to a Participant’s account under the Plan.

12. Stock.

(a) The maximum number of shares of Common Stock which shall be made available for sale under the Plan shall be two million five hundred thousand shares (2,500,000) shares, subject to adjustment upon changes in capitalization of the ~~award (the “Minimum Vesting Requirement”). The Minimum Vesting Requirement shall not apply~~Company as provided in Section 18. If the Administrator determines that on the Exercise Date for an Offer Period the number of shares with respect to 5%which Options are to be exercised exceeds: (x) the number of shares then available for sale under the ~~total~~Plan; or (y) the number of shares available for sale under ~~this~~the Plan on the Offering Date for such Offer Period, the Administrator may disallow the purchase of any shares, and may make a pro rata allocation of the shares remaining available for purchase on such Offering Date or Exercise Date, as applicable, and shall either continue the Offer Period then in effect or terminate the Offer Period then in effect pursuant to Section 19, below. Such allocation method shall be “bottom up,” with the result that all Option exercises for one share shall be satisfied first, followed by all exercises for two shares, and so on, until all available shares have been exhausted. Any amount remaining in a Participant’s payroll account following such pro rata allocation shall be returned to the Participant and shall not ~~limit~~be carried over to any Offer Period, as determined by the Administrator.

(b) A Participant will have no interest in or ~~restrict~~voting right with respect to shares covered by the ~~Administrator’s discretion~~Participant’s Option until such shares are purchased on the Participant’s behalf on the exercise date in accordance with the applicable provisions of the Plan. No adjustment shall be made for dividends, distributions or other rights for which the record date is prior to ~~accelerate~~ the ~~vesting~~date of ~~any award in circumstances it determines~~such purchase.

(c) Shares to be ~~appropriate.~~

~~3.3Binding Determinations. Any determination or other action taken~~delivered to a Participant under the Plan will be registered by ~~or inaction~~the Company in the name of the ~~Corporation, any Subsidiary, or~~Participant.

13. Administration. The Plan shall be administered by the Administrator, ~~relating~~which shall have full and exclusive discretionary authority to construe, interpret and apply the terms of the Plan, to determine eligibility, to adjudicate all disputed claims filed under the Plan, and to designate separate Offerings for the eligible Employees of the Company and one or ~~pursuant~~more Designated Parents or Subsidiaries, in which case the Offerings will be considered separate even if the dates of each such Offering are identical and the provisions

A-6

TABLE OF CONTENTS

of the Plan will separately apply to ~~this Plan (or any award~~each Offering. Every finding, decision and determination made ~~under this Plan) and within its authority hereunder or under applicable law~~by the Administrator shall, to the full extent permitted by Applicable Law, be ~~within the absolute discretion of that entity or body and shall be conclusive~~final and binding upon all persons. ~~Neither the Board nor any Board committee, nor any member thereof or person acting at the direction thereof, shall be liable for any act, omission, interpretation, construction or determination made~~Notwithstanding anything else contained in ~~good faith in connection with~~ this Plan (or any award made under this Plan), and all such persons shall be entitled to indemnification and reimbursement by the Corporation in respect of any claim, loss, damage or expense (including, without limitation, attorneys’ fees) arising or resulting therefrom to the ~~fullest extent permitted by law and/~~contrary, the Administrator may also adopt rules, procedures, separate offerings, or ~~under any directors and officers liability insurance coverage that~~sub-plans applicable to particular Designated Parents or Subsidiaries or locations, which separate offerings or subplans may be ~~in effect from time~~designed to ~~time. Neither~~be outside the ~~Board nor any Board committee, nor any member thereof or person acting at the direction thereof, nor the Corporation or any~~scope of ~~its Subsidiaries, shall be liable for any damages of a participant should an option intended as an ISO (as defined below) fail to actually meet the requirements~~Section 423 of the ~~Internal Revenue~~ Code and need not comply with the otherwise applicable provisions of ~~1986, as amended (the “Code”), applicable~~this Plan. The Administrator may delegate ministerial non-discretionary functions to ~~ISOs, should any other award(s) fail to qualify for any intended tax treatment, should any award grant~~third parties, including individuals who are officers or ~~other action with respect thereto not satisfy Rule 16b‑3 promulgated under~~employees of the ~~Securities Exchange Act of 1934, as amended,~~Company or ~~otherwise for any tax~~Designated Parents or ~~other liability imposed on a participant with respect to an award.~~

~~3.4Reliance on Experts~~.Subsidiaries. In making any determination or in taking or not taking any action under this Plan, the Administrator may obtain and may rely ~~upon~~on the advice of experts, including ~~employees and~~ professional advisors to the ~~Corporation. No director, officer or agent of the Corporation or any of its Subsidiaries shall~~Company. The Administrator will not be liable for any ~~such~~ action, omission or ~~determination~~decision under the Plan taken, or made or omitted in good faith.

~~3.5Delegation~~14. ~~. The~~Designation of Beneficiary.

(a) Each Participant will file a designation (using such form or method (including electronic forms) as the Administrator may ~~delegate ministerial, non‑discretionary functions~~designate from time to ~~individuals~~time) of a beneficiary who ~~are officers or employees~~is to receive any shares and cash, if any, from the Participant’s account under the Plan in the event of such Participant’s death. If a Participant is married and the designated beneficiary is not the spouse, spousal consent shall be required for such designation to be effective.

(b) Such designation of beneficiary may be changed by the Participant at any time by written notice. In the event of the ~~Corporation~~death of a Participant and in the absence of a beneficiary validly designated under the Plan who is living at the time of such Participant’s death, the Company shall deliver such shares and/or cash to the executor or administrator of the estate of the Participant, or if no such executor or administrator has been appointed (to the knowledge of the Administrator), the Administrator shall deliver such shares and/or cash to the spouse (or domestic partner, as determined by the Administrator) of the Participant, or if no spouse (or domestic partner) is known to the Administrator, then to the issue of the Participant, such distribution to be made per stirpes (by right of representation), or if no issue are known to the Administrator, then to the heirs at law of the Participant determined in accordance with Section 27.

15. Transferability. No payroll deductions credited to a Participant’s account, Options granted hereunder, or any rights with regard to the exercise of ~~its Subsidiaries~~an Option or to ~~third parties.~~receive shares under the Plan may be assigned, transferred, pledged or otherwise disposed of in any way (other than by will, the laws of descent and distribution, or as provided in Section 14) by the Participant. Any such attempt at assignment, transfer, pledge or other disposition shall be without effect, except that the Administrator may, in its sole discretion, treat such act as an election to withdraw funds from an Offer Period in accordance with Section 10.

~~4.SHARES OF COMMON STOCK SUBJECT TO THE PLAN; SHARE LIMITS~~

~~4.1Shares Available~~16. ~~. Subject~~Use of Funds. All payroll deductions received or held by the Company under the Plan may be used by the Company for any corporate purpose, and the Company shall not be obligated to segregate such payroll deductions or hold them exclusively for the benefit of Participants. All payroll deductions received or held by the Company may be subject to the ~~provisions~~claims of ~~Section 7.1,~~ the ~~capital stock~~Company’s general creditors. Participants shall have the status of general unsecured creditors of the Company. Any amounts payable to Participants pursuant to the Plan shall be unfunded and unsecured obligations for all purposes, including, without limitation, Title I of the Employee Retirement Income Security Act of 1974, as amended. The Company shall retain at all times beneficial ownership of any investments which the Company may make to fulfill its payment obligations hereunder. Any investments or the creation or maintenance of any trust or any Participant account shall not create or constitute a trust or fiduciary relationship between the Administrator, the Company or any Designated Parent or Subsidiary and a Participant, or otherwise create any vested or beneficial interest in any Participant or the Participant’s creditors in any assets of the Company or a Designated Parent or Subsidiary. The Participants shall have no claim against the Company or any Designated Parent or Subsidiary for any changes in the value of any assets that may be ~~delivered under this Plan shall be shares of the Corporation’s authorized but unissued Common Stock and any shares of its Common Stock held as treasury shares. For purposes of this Plan, “Common Stock” shall mean the common stock of the Corporation and such other securities~~invested or ~~property as may become the subject of awards under this Plan, or may become subject to such awards, pursuant to an adjustment made under Section 7.1.~~

~~4.2Share Limits. The maximum number of shares of Common Stock that may be delivered pursuant to awards granted to Eligible Persons under this Plan (the “Share Limit”) is equal to the sum of the following:~~

~~(1)24,850,000 shares of Common Stock, plus~~

~~(2)the number of any shares subject to stock options granted under the Corporation’s Amended and Restated 2002 Stock Option Plan (the “2002 Plan”) or the Amended and Restated 2006 Equity Incentive Plan (the “2006 Plan”) and outstanding on the date of the original stockholder approval of this Plan (the “Stockholder Approval Date”) which expire, or for any reason are cancelled or terminated, after the Stockholder Approval Date without being exercised, plus;~~

(3)the number of any shares subject to restricted stock and restricted stock unit awards granted under the 2002 Plan or the 2006 Plan that are outstanding and unvested on the Stockholder Approval Date that

~~A-3~~

~~Table of Contents~~

~~are forfeited, terminated, cancelled or otherwise reacquired~~reinvested by the ~~Corporation without having become vested.~~

provided that in no event shall the Share Limit exceed 39,394,159 shares (which is the sum of the 24,850,000 shares set forth above, plus the aggregate number of shares subject to awards previously granted and outstanding under the 2002 Plan and the 2006 Plan as of the Effective Date).

Shares issued in respect of any “Full‑Value Award” granted under this Plan shall be counted against the foregoing Share Limit as 1.5 shares for every one share issued in connection with such award. (For example, if a stock bonus of 100 shares of Common Stock is granted under this Plan, 150 shares shall be counted against the Share Limit in connection with that award.) For this purpose, a “~~Full‑Value Award” means any award under this Plan that is~~ ~~not~~ ~~a stock option grant or a stock appreciation right grant.~~

~~The following limits also apply~~Company with respect to ~~awards granted under this Plan:~~

the Plan.

~~(a)The maximum number~~17. Reports. Individual accounts will be maintained for each Participant in the Plan. Statements of ~~shares~~account will be given to Participants at least annually, which statements will set forth the amounts of ~~Common Stock that may be delivered pursuant to options qualified as incentive stock options granted under this Plan is 24,850,000 shares.~~

~~(b)Awards that are granted under this Plan during any one calendar year to any person who, on~~payroll deductions, the grant date of the award, is a non‑employee director are subject to the limits of this Section 4.2(b). The maximum number of shares of Common Stock subject to those awards that are granted under this Plan during any one calendar year to an individual who, on the grant date of the award, is a non‑employee director isPurchase Price, the number of shares ~~that produce a grant date fair value for~~purchased and the ~~award that, when combined with~~remaining cash balance, if any.

A-7

TABLE OF CONTENTS

18. Adjustments Upon Changes in Capitalization; Corporate Transactions.

(a) Adjustments Upon Changes in Capitalization. Subject to any required action by the grant date fair value of any other awards granted under this Plan during that same calendar year to that individual in his or her capacity as a non‑employee director, is $400,000; provided that this limit is $600,000 as to (1) a non‑employee director who is serving as the Independent Chairstockholders of the ~~Board~~Company, the Administrator, in order to prevent dilution or the Lead Independent Director at the time the applicable grant is made or (2) any new non‑employee director for the calendar year in which the non‑employee director is first elected or appointed to the Board. For purposes of this Section 4.2(b), a “non‑employee director” is an individual who, on the grant dateenlargement of the ~~award, is a member of the Board who is not then an officer~~benefits or employee of the Corporation or one of its Subsidiaries. For purposes of this Section 4.2(b), “grant date fair value” means the value of the award as of the date of grant of the award and as determined using the equity award valuation principles applied in the Corporation’s financial reporting. The limits of this Section 4.2(b) do not applypotential benefits intended to ~~and shall~~ be determined without taking into account, any award granted to an individual who, on the grant date of the award, is an officer or employee of the Corporation or one of its subsidiaries. The limits of this Section 4.2(b) apply on an individual basis and not on an aggregate basis to all non‑employee directors as a group.

~~Each of the foregoing numerical limits is subject to adjustment as contemplated by Section 4.3, Section 7.1, and Section 8.10.~~

~~4.3Awards Settled in Cash, Reissue of Awards and Shares~~. Except as provided in the next sentence, shares that are subject to or underlie awards granted under this Plan which expire or for any reason are cancelled or terminated, are forfeited, fail to vest, or for any other reason are not paid or delivered under this Plan shall not be counted against the Share Limit and shall bemade available for subsequent awards under this Plan. Shares that are exchanged by a participant or withheld by the Corporation as full or partial payment in connection with any award under this Plan, as well as any shares exchanged by a participant or withheld by the Corporation or one of its Subsidiaries to satisfy the tax withholding obligations related to any award, shall be counted against the Share Limit and shall not be available for subsequent awards under this Plan. Any shares of Common Stock repurchased with the proceeds of any option exercise price shall not be available for awards under this Plan. To the extent that shares of Common Stock are delivered pursuant to the exercise of a stock appreciation right granted under this Plan, the number of underlying shares as to which the exercise related shall be counted against the Share Limit. (For purposes of clarity, if a stock appreciation right relates to 100,000 shares and is exercised at a time when the payment due to the participant is 15,000 shares, 100,000 shares shall be counted against the Share Limit with respect to such exercise. In addition, shares that are exchanged by a participant or

~~A-4~~

~~Table of Contents~~

~~withheld by the Corporation after the Stockholder Approval Date as full or partial payment in connection with any award granted~~ under the ~~2002~~ Plan, ~~or 2006 Plan,~~will, in such manner as ~~well as any shares exchanged by a participant or withheld by~~it may deem equitable, proportionally adjust the ~~Corporation or one of its Subsidiaries after~~Reserves, the ~~Stockholder Approval Date to satisfy~~Purchase Price, the tax withholding obligations related to any award granted under the 2002 Plan or 2006 Plan, shall not be available for new awards under this Plan. To the extent that an award granted under this Plan is settled in cash or a form other than shares of Common Stock, the shares that would have been delivered had there been no such cash or other settlement shall not be counted against the Share Limit and shall be available for subsequent awards under this Plan. In the event that shares of Common Stock are delivered in respect of a dividend equivalent right granted under this Plan, the number of shares delivered with respect to the award shall be counted against the Share Limit. (For purposes of clarity, if 1,000 dividend equivalent rights are granted and outstanding when the Corporation pays a dividend, and 50 shares are delivered in payment of those rights with respect to that dividend, 75 shares (after giving effect to the Full‑Value Award premium counting rules) shall be counted against the Share Limit). The Company may not increase the Share Limits by repurchasing shares of Common Stock on the market (by using cash received through the exercise of stock options or otherwise). Refer to Section 8.10 for application of the foregoing share limits with respect to assumed awards.

~~4.4No Fractional Shares; Minimum Issue~~. Unless otherwise expressly provided by the Administrator, no fractional shares shall be delivered under this Plan. The Administrator may pay cash in lieu of any fractional shares in settlements of awards under this Plan. The Administrator may from time to time impose a limit (of not greater than 100 shares) on the minimummaximum number of shares that may be purchased ~~or exercised~~in any Offer Period, as to awards (or any particular award) granted under this Plan unless (as to any particular award) the total number purchased or exercised is the total number at the time available for purchase or exercise under the award.

~~5.AWARDS~~

~~5.1Type and Form of Awards~~. The Administrator shall determine the type or types of award(s) to be made to each selected Eligible Person. Awards may be granted singly, in combination or in tandem. Awards also may be made in combination or in tandem with, in replacement of,well as ~~alternatives to, or as the payment form for grants or rights under~~ any other ~~employee~~terms that the Administrator determines require adjustment, for: (i) any increase or ~~compensation plan~~decrease in the number of ~~the Corporation or one of its Subsidiaries. The types of awards that may be granted under this Plan are (subject, in each case, to the no repricing provisions of Section 3.2):~~

~~5.1.1Stock Options. A stock option is the grant of a right to purchase a specified number of~~issued shares of Common Stock ~~during~~resulting from a ~~specified period as determined by the Administrator. An option may be intended as an incentive~~ stock ~~option within the meaning of Section 422~~split, reverse stock split, stock dividend, combination or reclassification of the ~~Code (an “ISO~~”)Common Stock; (ii) any other increase or a nonqualified stock option (an option not intended to be an ISO). The award agreement for an option will indicate if the option is intended as an ISO; otherwise it will be deemed to be a nonqualified stock option. The maximum term of each option (ISO or nonqualified) shall be ten (10) years. The per share exercise price for each option shall be not less than 100% of the fair market value of a share of Common Stock on the date of grant of the option. When an option is exercised, the exercise price for the shares to be purchased shall be paiddecrease in ~~full in cash or such other method permitted by the Administrator consistent with Section 5.4.~~

~~5.1.2Additional Rules Applicable to ISOs~~. To the extent that the aggregate fair market value (determined at the time of grant of the applicable option) of stock with respect to which ISOs first become exercisable by a participant in any calendar year exceeds $100,000, taking into account both Common Stock subject to ISOs under this Plan and stock subject to ISOs under all other plans of the Corporation or one of its Subsidiaries (or any parent or predecessor corporation to the extent required by and within the meaning of Section 422 of the Code and the regulations promulgated thereunder), such options shall be treated as nonqualified stock options. In reducing the number of options treated as ISOs to meet the $100,000 limit, the most recently granted options shall be reduced first. To the extent a reduction of simultaneously granted options is necessary to meet the $100,000 limit, the Administrator may, in the manner and to the extent permitted by law, designate whichissued shares of Common Stock ~~are~~effected without receipt of consideration by the Company; or (iii) any other transaction with respect to Common Stock, including a corporate merger, consolidation, acquisition of property or stock, separation (including a spin-off or other distribution of stock or property), reorganization, liquidation (whether partial or complete) or any similar transaction; provided, however, that conversion of any convertible securities of the Company shall not be ~~treated~~deemed to have been “effected without receipt of consideration.” Such adjustment, if any, shall be made by the Administrator and its determination shall be final, binding and conclusive. Except as the Administrator determines, no issuance by the Company of shares ~~acquired pursuant~~of stock of any class, or securities convertible into shares of stock of any class, shall affect, and no adjustment by reason hereof shall be made with respect to, the Reserves and the Purchase Price.

(b) Corporate Transactions. In the event of a proposed Corporate Transaction, each Option under the Plan shall be assumed by such successor corporation or a parent or subsidiary of such successor corporation, unless the Administrator, in the exercise of ~~an ISO. ISOs may only be granted to employees of the Corporation or one of~~ its ~~subsidiaries (for this purpose, the term “subsidiary” is used as defined~~sole discretion and in ~~Section 424(f) of the Code, which generally requires an unbroken chain of ownership of at least 50% of the total combined voting power of all classes of stock of each subsidiary in the~~

~~A-5~~

~~Table of Contents~~

chain beginning with the Corporation and ending with the subsidiary in question). No ISO may be granted to any person who, at the time the option is granted, owns (or is deemed to own under Section 424(d) of the Code) shares of outstanding Common Stock possessing more than 10% of the total combined voting power of all classes of stock of the Corporation, unless the exercise pricelieu of such ~~option is at least 110%~~assumption, determines to shorten the Offer Period then in progress by setting a new Exercise Date (the “New Exercise Date”). If the Administrator shortens the Offer Period then in progress in lieu of the fair market value of the stock subject to the option and such option by its terms is not exercisable after the expiration of five years from the date such option is granted. If an otherwise‑intended ISO fails to meet the applicable requirements of Section 422 of the Code, the option shall be a nonqualified stock option.

~~5.1.3Stock Appreciation Rights. A stock appreciation right or “SAR~~” is a right to receive a payment, in cash and/or Common Stock, equal to the excess of the fair market value of a specified number of shares of Common Stock on the date the SAR is exercised over the “~~base price~~” of the award, which base price shall be set forth in the applicable award agreement and shall be not less than 100% of the fair market value of a share of Common Stock on the date of grant of the SAR. The maximum term of a SAR shall be ten (10) years.

~~5.1.4Other Awards; Dividend Equivalent Rights~~. The other types of awards that may be granted under this Plan include: (a) stock bonuses, restricted stock, performance stock, stock units, phantom stock or similar rights to purchase or acquire shares, whether at a fixed or variable price (or no price) or fixed or variable ratio related to the Common Stock, and any of which may vest upon the passage of time, the occurrence of one or more events, the satisfaction of performance criteria or other conditions, or any combination thereof; or (b) cash awards. Dividend equivalent rights may be granted as a separate award or in connection with another award under this Plan; provided, however, that dividend equivalent rights may not be granted as to a stock option or SAR granted under this Plan. In addition, any dividends and/or dividend equivalents as to the unvested portion of a restricted stock award that is subject to performance‑based vesting requirements or the unvested portion of a stock unit award that is subject to performance‑based vesting requirements will be subject to termination and forfeiture to the same extent as the corresponding portion of the award to which they relateassumption in the event ~~the applicable performance‑based vesting requirements are not satisfied. In addition, any dividends and/or dividend equivalents as to the portion~~ of an award that is subject to unsatisfied vesting requirements will be subject to termination and forfeiture to the same extent as the corresponding portion of the award to which they relate in the event the applicable vesting requirements are not satisfied. This ensures that if the underlying unvested award is forfeited, the dividends and/or dividend equivalents on the unvested awards will also be forfeited.

~~5.2Award Agreements. Each award shall be evidenced by~~ a written or electronic award agreement or notice in a form approved by the Administrator (an “award agreement”), and, in each case and if required by the Administrator, executed or otherwise electronically accepted by the recipient of the award in such form and manner as the Administrator may require.

~~5.3Deferrals and Settlements. Payment of awards may be in the form of cash, Common Stock, other awards or combinations thereof as~~Corporate Transaction, the Administrator shall ~~determine,~~notify each Participant in writing at least ten (10) business days prior to the New Exercise Date, that the Exercise Date for the Participant’s Option has been changed to the New Exercise Date and ~~with~~that either:

(i) the Participant’s Option will be exercised automatically on the New Exercise Date, unless prior to such ~~restrictions (if any)~~date the Participant has withdrawn from the Offer Period as ~~it may impose. The Administrator may also require~~provided in Section 10; or ~~permit participants~~

(ii) the Company shall pay to ~~elect to defer~~ the ~~issuance of shares or~~Participant on the ~~settlement of awards~~New Exercise Date an amount in cash, ~~under such rules and procedures as it may establish under this Plan. The Administrator may also provide that deferred settlements include the payment~~cash equivalents, or ~~crediting of interest or other earnings on the deferral amounts, or the payment or crediting of dividend equivalents where the deferred amounts are denominated in shares.~~

~~5.4Consideration for Common Stock or Awards. The purchase price (if any) for any award granted under this Plan or the Common Stock to be delivered pursuant to an award, as applicable, may be paid by means of any lawful consideration~~property as determined by the Administrator ~~including, without limitation, one or a combination~~that is equal to the excess, if any, of (x) the Fair Market Value of the ~~following methods:~~

·

~~services rendered by the recipient of such award;~~

·

~~cash, check payable to the order of the Corporation, or electronic funds transfer;~~

~~A-6~~

~~Table of Contents~~

·

~~notice and third party payment in such manner as may be authorized by the Administrator;~~

·

~~the delivery of previously owned shares of Common Stock;~~

·

~~by a reduction in the number of shares otherwise deliverable pursuant to the award; or~~

·

subject to such procedures as the Administrator may adopt, pursuant to a “cashless exercise” with a third party who provides financing for the purposes of (or who otherwise facilitates) the purchase or exercise of awards.

~~In no event shall any~~ shares newly‑issued by the Corporation be issued for less than the minimum lawful consideration for such shares or for consideration other than consideration permitted by applicable state law. The Corporation will not be obligated to deliver any shares unless and until it receives full payment of the exercise or purchase price therefor and any related withholding obligations under Section 8.5 and any other conditions to exercise or purchase have been satisfied. Unless otherwise expressly provided in the applicable award agreement, the Administrator may at any time eliminate or limit a participant’s ability to pay any purchase or exercise price of any award or shares by any method other than cash paymentsubject to the ~~Corporation.~~

~~5.5Definition of Fair Market Value~~.Option over (y) the Purchase Price due had the Participant’s Option been exercised automatically under Subsection (b)(i) above. In addition, all remaining accumulated payroll deduction amounts shall be returned to the Participant.

(c) For purposes of ~~this~~Section 18(b), an Option granted under the Plan “fair market value” shall mean, unless otherwise determined or provided by the Administrator in the circumstances, the closing price (in regular trading) for a share of Common Stock on the NASDAQ Stock Market (the “~~Market~~”) for the date in question or, if no sales of Common Stock were reported on the Market on that date, the closing price (in regular trading) for a share of Common Stock on the Market for the next preceding day on which sales of Common Stock were reported on the Market. The Administrator may, however, provide with respect to one or more awards that the fair market value shall equal the closing price (in regular trading) for a share of Common Stock on the Market on the last trading day preceding the date in question or the average of the high and low trading prices of a share of Common Stock on the Market for the date in question or the most recent trading day. If the Common Stock is no longer listed or is no longer actively traded on the Market as of the applicable date, the fair market value of the Common Stock shall be the value as reasonably determined by the Administrator for purposes of the award in the circumstances. The Administrator also may adopt a different methodology for determining fair market value with respect to one or more awards if a different methodology is necessary or advisable to secure any intended favorable tax, legal or other treatment for the particular award(s) (for example, and without limitation, the Administrator may provide that fair market value for purposes of one or more awards will be based on an average of closing prices (or the average of high and low daily trading prices) for a specified period preceding the relevant date).

~~5.6Transfer Restrictions~~.

~~5.6.1Limitations on Exercise and Transfer~~. Unless otherwise expressly provided in (or pursuant to) this Section 5.6 or required by applicable law: (a) all awards are non‑transferable and shall not be subject in any manner to sale, transfer, anticipation, alienation, assignment, pledge, encumbrance or charge; (b) awards shall be exercised only by the participant; and (c) amounts payable or shares issuable pursuant to any award shall be delivered only to (or for the account of) the participant.

~~5.6.2Exceptions. The Administrator may permit awards~~deemed to be exercised by and paid to, or otherwise transferred to, other persons or entities pursuant to such conditions and procedures, including limitations on subsequent transfers, as the Administrator may, in its sole discretion, establish in writing. Any permitted transfer shall be subject to compliance with applicable federal and state securities laws and shall not be for value (other than nominal consideration, settlement of marital property rights, or for interests in an entity in which more than 50% of the voting interests are held by the Eligible Person or by the Eligible Person’s family members).

~~5.6.3Further Exceptions to Limits on Transfer. The exercise and transfer restrictions in Section 5.6.1 shall not apply to:~~

~~A-7~~

~~Table of Contents~~

~~(a)transfers to the Corporation (for example,~~assumed if, in connection with the ~~expiration or termination~~Corporate Transaction, the Option is replaced with a comparable Option with respect to shares of capital stock of the ~~award),~~

~~(b)~~successor corporation or Parent thereof. The determination of Option comparability shall be made by the ~~designation of a beneficiary~~Administrator prior to ~~receive benefits~~the Corporate Transaction and its determination shall be final, binding and conclusive on all persons.

(d) The Administrator may adopt such valuation methodologies for outstanding Options as it deems reasonable in the event of a cash or property settlement and, without limitation on other methodologies, may base such settlement solely upon the participant’s death or, if the participant has died, transfers to or exercise by the participant’s beneficiary, or, in the absence of a validly designated beneficiary, transfers by will or the laws of descent and distribution,

~~(c)subject to any applicable limitations on ISOs, transfers to a family member (or former family member) pursuant to a domestic relations order if received by the Administrator,~~

~~(d)if the participant has suffered a disability, permitted transfers or exercises on behalf of the participant by his or her legal representative, or~~

(e)the authorization by the Administrator of “cashless exercise” procedures with third parties who provide financing for the purpose of (or who otherwise facilitate) the exercise of awards consistent with applicable laws and any limitations imposed by the Administrator.

~~5.7International Awards~~. One or more awards may be granted to Eligible Persons who provide services to the Corporation or one of its Subsidiaries outside of the United States. Any awards granted to such persons may be granted pursuant to the terms and conditions of any applicable sub‑plans, if any, appended to this Plan and approved by the Administrator from time to time. The awards so granted need not comply with other specific terms of this Plan, provided that stockholder approval of any deviation from the specific terms of this Plan is not required by applicable law or any applicable listing agency.

~~6.EFFECT OF TERMINATION OF EMPLOYMENT OR SERVICE ON AWARDS~~

~~6.1General. The Administrator shall establish the effect~~excess (if any) of ~~a termination of employment~~the amount payable upon or service on the rights and benefits under each award under this Plan and in so doing may make distinctions based upon, inter alia, the cause of termination and type of award. If the participant is not an employee of the Corporation or one of its Subsidiaries, is not a member of the Board, and provides other services to the Corporation or one of its Subsidiaries, the Administrator shall be the sole judge for purposes of this Plan (unless a contract or the award otherwise provides) of whether the participant continues to render services to the Corporation or one of its Subsidiaries and the date, if any, upon which such services shall be deemed to have terminated.

~~6.2Events Not Deemed Terminations of Service~~. Unless the express policy of the Corporation or one of its Subsidiaries, or the Administrator, otherwise provides, or except as otherwise required by applicable law, the employment relationship shall not be considered terminated in the case of (a) sick leave, (b) military leave, or (c) any other leave of absence authorized by the Corporation or one of its Subsidiaries, or the Administrator; provided that, unless reemployment upon the expiration of such leave is guaranteed by contract or law or the Administrator otherwise provides, such leave is for a period of not more than three months. In the case of any employee of the Corporation or one of its Subsidiaries on an approved leave of absence, continued vesting of the award while on leave from the employ of the Corporation or one of its Subsidiaries may be suspended until the employee returns to service, unless the Administrator otherwise provides or applicable law otherwise requires. In no event shall an award be exercised after the expiration of any applicable maximum term of the award.

~~6.3Effect of Change of Subsidiary Status~~. For purposes of this Plan and any award, if an entity ceases to be a Subsidiary of the Corporation a termination of employment or service shall be deemed to have occurred with respect to each Eligible Person in respect of such ~~Subsidiary who does not continue as an Eligible Person in respect~~event over the Purchase Price of the Corporation or another Subsidiary that continues as such after giving effect to the transaction or other event giving rise to the change in status unless the Subsidiary that is sold, spun‑off or otherwise divested (or its successor or a direct or indirect parentOption.

(e) In any of such ~~Subsidiary or successor) assumes the Eligible Person’s award(s) in connection with such transaction.~~

~~A-8~~

~~Table of Contents~~

~~7.ADJUSTMENTS; ACCELERATION~~

~~7.1Adjustments~~. Subject to Section 7.2, upon (or, as may be necessary to effect the adjustment, immediately prior to): any reclassification, recapitalization, stock split (including a stock split in the form of a stock dividend) or reverse stock split; any merger, combination, consolidation, conversion or other reorganization; any spin‑off, split‑up, or similar extraordinary dividend distribution in respect of the Common Stock; or any exchange of Common Stock or other securities of the Corporation, or any similar, unusual or extraordinary corporate transaction in respect of the Common Stock; thenevents, the Administrator ~~shall equitably and proportionately adjust (1) the number and type of shares of Common Stock (or other securities) that thereafter~~ may be made the subject of awards (including the specific share limits, maximums and numbers of shares set forth elsewhere in this Plan), (2) the number, amount and type of shares of Common Stock (or other securities or property) subjecttake such action sufficiently prior to any outstanding awards, (3) the grant, purchase, or exercise price (which term includes the base price of any SAR or similar right) of any outstanding awards, and/or (4) the securities, cash or other property deliverable upon exercise or payment of any outstanding awards, in each casesuch event to the extent that the Administrator deems the action necessary to ~~preserve (but not increase)~~permit the ~~level of incentives intended by this Plan and~~Participant to realize the ~~then‑outstanding awards.~~

Unless otherwise expressly provided in the applicable award agreement, upon (or, as may be necessary to effect the adjustment, immediately prior to) any event or transaction described in the preceding paragraph or a sale of all or substantially all of the business or assets of the Corporation as an entirety, the Administrator shall equitably and proportionately adjust the performance standards applicable to any then‑outstanding performance‑based awards to the extent necessary to preserve (but not increase) the level of incentives intended by this Plan and the then‑outstanding performance‑based awards.

It is intended that, if possible, any adjustments contemplated by the preceding two paragraphs be made in a manner that satisfies applicable U.S. legal, tax (including, without limitation and as applicable in the circumstances, Section 424 of the Code as to ISOs, Section 409A of the Code as to awardsbenefits intended to ~~comply therewith and not~~ be ~~subject to taxation thereunder, and Section 162(m) of the Code as to any performance based compensation) and accounting (so as to not trigger any unintended charge to earnings~~conveyed with respect to ~~such adjustment) requirements.~~

the underlying shares in the same manner as is or will be available to stockholders generally.

(f) Without limiting the generality of Section ~~3.3,~~13, any good faith determination by the Administrator as to whether an adjustment is required in the circumstances pursuant to this Section ~~7.1,~~18, and the extent and nature of any such adjustment, shall be conclusive and binding on all persons.

~~7.2~~A-8

TABLE OF CONTENTS

~~Corporate Transactions—Assumption~~19. Amendment or Termination.

(a) The Administrator may at any time and ~~Termination~~for any reason terminate or amend the Plan. Except as provided in Section 18, no such termination can adversely affect Options previously granted, provided that the Plan or the Offer Period then in effect may be terminated by the Administrator by establishing a new Exercise Date for such Offer Period if the Administrator determines that the termination of ~~Awards. Upon~~the Plan or such Offer Period is in the best interests of the Company and its stockholders. Except as provided in Section 18 and this Section 19, no amendment may make any ~~event~~change in any Option theretofore granted which adversely affects the ~~Corporation does not survive, or does not survive as a public company in~~rights of any Participant without the consent of affected Participants. With respect to any amendment to increase the total number of ~~its~~shares of Common Stock ~~(including,~~under the Plan, the Administrator shall have discretion to disallow the purchase of any increased shares of Common Stock for the Offer Period in existence prior to such increase. To the extent necessary to comply with Section 423 of the Code (or any successor rule or provision or any other Applicable Law), the Company shall obtain stockholder approval of any amendment in such a manner and to such a degree as required.

(b) Without stockholder consent and without ~~limitation,~~regard to whether any Participant rights may be considered to have been “adversely affected,” the Administrator shall be entitled to limit the frequency and/or number of changes in the amount withheld during Offer Periods, determine the length of any future Offer Period and frequency of purchases within each Offer Period, determine whether future Offer Periods shall be consecutive or overlapping, establish the exchange ratio applicable to amounts withheld in a ~~dissolution, merger, combination, consolidation, conversion, exchange~~currency other than U.S. dollars, establish or change Plan or per Participant limits on share purchases, designate from time to time the Parents and/or Subsidiaries whose employees may be eligible to participate in the Plan, change the service and other qualification requirements for eligible Employees under the Plan (subject to the requirements of ~~securities,~~Section 423(b) of the Code and applicable rules and regulations thereunder), establish additional terms, conditions, rules or procedures to accommodate the rules or laws of applicable foreign jurisdictions, permit payroll withholding in excess of the amount designated by a Participant in order to adjust for delays or mistakes in the Company’s processing of properly completed withholding elections, establish reasonable waiting and adjustment periods and/or accounting and crediting procedures to ensure that amounts applied toward the purchase of Common Stock for each Participant properly correspond with amounts withheld from the Participant’s Compensation, and establish such other limitations or procedures as the Administrator determines in its sole discretion advisable and which are consistent with the Plan, in each case to the extent consistent with the requirements of Code Section 423 and other Applicable Laws.

20. Notices.

(a) All notices or other ~~reorganization,~~communications by a Participant to the Company under or ~~a sale of all or substantially all of the business, stock or assets of the Corporation, in any case~~ in connection with ~~which~~ the Corporation does not survive or does not survive as a public company in respect of its Common Stock), then the Administrator may make provision for a cash payment in settlement of, or for the termination, assumption, substitution or exchange of any or all outstanding awards or the cash, securities or property deliverable to the holder of any or all outstanding awards, based upon, to the extent relevant under the circumstances, the distribution or consideration payable to holders of the Common Stock upon or in respect of such event. Upon the occurrence of any event described in the preceding sentence in connection with which the Administrator has made provision for the award to be terminated (and the Administrator has not made a provision for the substitution, assumption, exchange or other continuation or settlement of the award): (1) unless otherwise provided in the applicable award agreement, each then‑outstanding option and SAR shall become fully vested, all shares of restricted stock then outstanding shall fully vest free of restrictions, and each other award granted under this Plan that is then outstanding shall become payable to the holder of such award; and (2) each award shall terminate upon the related event; provided that the holder of an option or SAR shall be given reasonable advance notice of the impending termination and a reasonable opportunity to exercise his or her outstanding vested options and SARs (after giving effect to any accelerated vesting required in the circumstances) in accordance with their terms before the termination of such awards (except that in no case shall more than ten days’ notice of the impending termination be required and any acceleration of vesting and any exercise of any portion of an award that is so accelerated may be made contingent upon the actual occurrence of the event).

~~A-9~~

~~Table of Contents~~

Without limiting the preceding paragraph, in connection with any event referred to in the preceding paragraph or any change in control event defined in any applicable award agreement, the Administrator may, in its discretion, provide for the accelerated vesting of any award or awards as and to the extent determined by the Administrator in the circumstances.

~~For purposes of this Section 7.2, an award~~ shall be deemed to have been “assumed” if (without limiting other circumstances in which an award is assumed) the award continues after the applicable event, and/or is assumed and continued by the surviving entity following such event (including, without limitation, an entity that, as a result of such event, owns the Corporation or all or substantially all of the Corporation’s assets directly or through one or more subsidiaries (a “~~Parent~~”)), and confers the right to purchase or receive, as applicable and subject to vesting and the other terms and conditions of the award, for each share of Common Stock subject to the award immediately prior to the event, the consideration (whether cash, shares, or other securities or property)duly given when received in the ~~event~~form specified by the ~~stockholders~~Administrator at the location, or by the person, designated by the Administrator for the receipt thereof.

(b) Any person who has acquired shares under this Plan shall give prompt written notice to the Company of any sale or other transfer of the ~~Corporation for each share of Common Stock sold~~shares if such sale or ~~exchanged in such event (or~~transfer occurs (a) within the ~~consideration received by a majority~~two-year period after the Offering Date of the stockholders participating in such event if the stockholders were offered a choice of consideration); provided, however, that if the consideration offered for a share of Common Stock in the event is not solely the ordinary common stock of a successor corporation or a Parent, the Administrator may provide for the consideration to be received upon exercise or payment of the award, for each share subject to the award, to be solely ordinary common stock of the successor corporation or a Parent equal in fair market value to the per share consideration received by the stockholders participating in the event.

The Administrator may adopt such valuation methodologies for outstanding awards as it deems reasonable in the event of a cash or property settlement and, in the case of options, SARs or similar rights, but without limitation on other methodologies, may base such settlement solely upon the excess if any of the per share amount payable upon or in respect of such event over the exercise or base price of the award.

In any of the events referred to in this Section 7.2, the Administrator may take such action contemplated by this Section 7.2 prior to such event (as opposed to on the occurrence of such event) to the extent that the Administrator deems the action necessary to permit the participant to realize the benefits intended to be conveyedOffer Period with respect to which such shares were acquired, or (b) within the ~~underlying shares. Without limiting~~twelve-month period after the ~~generality~~Exercise Date of the ~~foregoing, the Administrator may deem an acceleration and/or termination~~Offer Period with respect to ~~occur immediately prior to the applicable event and, in~~which such ~~circumstances, will reinstate the original terms~~shares were acquired.

21. Conditions Upon Issuance of ~~the award if an event giving rise~~Shares. Shares shall not be issued with respect to an ~~acceleration and/or termination does not occur.~~

~~Without limiting~~Option unless the ~~generality~~exercise of ~~Section 3.3, any good faith determination by~~such Option and the ~~Administrator pursuant to its authority under this Section 7.2 shall be conclusive and binding on all persons.~~

~~7.3Other Acceleration Rules~~. The Administrator may override the provisions of Section 7.2 by express provision in the award agreement and may accord any Eligible Person a right to refuse any acceleration, whether pursuant to the award agreement or otherwise, in such circumstances as the Administrator may approve. The portion of any ISO accelerated in connection with an event referred to in Section 7.2 (or such other circumstances as may trigger accelerated vesting of the award) shall remain exercisable as an ISO only to the extent the applicable $100,000 limitation on ISOs is not exceeded. To the extent exceeded, the accelerated portion of the option shall be exercisable as a nonqualified stock option under the Code.

~~8.OTHER PROVISIONS~~

~~8.1Compliance with Laws. This Plan, the granting and vesting of awards under this Plan, the offer,~~ issuance and delivery of such shares ~~of Common Stock, and/or the payment of money under this Plan or under awards are~~pursuant thereto shall comply with all Applicable Laws and shall be further subject to ~~compliance~~the approval of counsel for the Company with ~~all applicable federal, state, local and foreign laws, rules and regulations (including but not limited to state and federal securities law and federal margin requirements) and~~respect to such ~~approvals by~~compliance. As a condition to the exercise of an Option, the Company may require the Participant to represent and warrant at the time of any ~~listing, regulatory~~such exercise that the shares are being purchased only for investment and without any present intention to sell or ~~governmental authority as may,~~distribute such shares if, in the opinion of counsel for the ~~Corporation,~~Company, such a representation is required by any of the aforementioned Applicable Laws or is otherwise advisable. In addition, no Options shall be ~~necessary~~exercised or ~~advisable~~shares issued hereunder before the Plan has been approved by stockholders of the Company as provided in ~~connection therewith.~~Section 23.

22. Term of Plan. The ~~person acquiring any securities~~Plan shall become effective upon the Effective Date. It shall continue in effect for a term of ten (10) years unless sooner terminated under ~~this~~Section 19.

A-9

TABLE OF CONTENTS

23. Stockholder Approval. Continuance of the Plan ~~will, if requested~~shall be subject to approval by the ~~Corporation~~stockholders of the Company within twelve (12) months before or ~~one~~after the date the Plan is adopted. Such stockholder approval shall be obtained in the degree and manner required under Applicable Laws and the applicable provisions of ~~its Subsidiaries, provide such assurances~~the Company’s charter and ~~representations to the Corporation~~bylaws.

24. No Employment Rights. The Plan does not, directly or ~~one of its Subsidiaries as the~~

~~A-10~~

~~Table of Contents~~

~~Administrator may deem necessary or desirable to assure compliance with all applicable legal and accounting requirements.~~

~~8.2No Rights to Award~~. No person shall have any claim or rights to be granted an award (or additional awards, as the case may be) under this Plan, subject to any express contractual rights (set forth in a document other than this Plan) to the contrary.

~~8.3No Employment/Service Contract. Nothing contained in this Plan (or~~indirectly, create in any ~~other documents under this Plan~~employee or ~~in any award) shall confer upon any Eligible Person or other participant~~class of employees any right with respect to ~~continue in the employ or other service of the Corporation or one of its Subsidiaries, constitute any contract or agreement~~continuation of employment by the Company or ~~other service~~a Designated Parent or ~~affect an employee’s status as an employee at will, nor~~Subsidiary, and it shall not be deemed to interfere in any way with ~~the~~such employer’s right to terminate, or otherwise modify, an employee’s employment at any time.

25. No Effect on Retirement and Other Benefit Plans. Except as specifically provided in a retirement or other benefit plan of the ~~Corporation~~Company or ~~one~~a Designated Parent or Subsidiary, participation in the Plan shall not be deemed compensation for purposes of ~~its Subsidiaries to change a person’s compensation or other~~computing benefits or ~~to terminate his~~contributions under any retirement plan of the Company or ~~her employment~~a Designated Parent or ~~other service, with or without cause. Nothing in this Section 8.3, however, is intended to adversely~~Subsidiary, and shall not affect any ~~express independent right of such person~~benefits under ~~a separate employment or service contract~~any other ~~than an award agreement.~~

~~8.4Plan Not Funded~~. Awards payable under this Plan shall be payable in shares or from the general assets of the Corporation, and no special or separate reserve, fund or deposit shall be made to assure payment of such awards. No participant, beneficiary or other person shall have any right, title or interest in any fund or in any specific asset (including shares of Common Stock, except as expressly otherwise provided) of the Corporation or one of its Subsidiaries by reason of any award hereunder. Neither the provisions of this Plan (or of any related documents), nor the creation or adoption of this Plan, nor any action taken pursuant to the provisions of this Plan shall create, or be construed to create, a trustbenefit plan of any kind or any benefit plan subsequently instituted under which the availability or amount of benefits is related to level of compensation. The Plan is not a ~~fiduciary relationship between~~“Retirement Plan” or “Welfare Plan” under the ~~Corporation or one~~Employee Retirement Income Security Act of its Subsidiaries and any participant, beneficiary or other person. To the extent that a participant, beneficiary or other person acquires a right to receive payment pursuant to any award hereunder, such right shall be no greater than the right1974, as amended.

26. Effect of ~~any unsecured general creditor~~Plan. The provisions of the ~~Corporation.~~

~~8.5Tax Withholding~~. Upon any exercise, vesting, or payment of any award, or upon the disposition of shares of Common Stock acquired pursuant to the exercise of an ISO prior to satisfaction of the holding period requirements of Section 422 of the Code, or upon any other tax withholding event with respect to any award, arrangements satisfactory to the CorporationPlan shall, be made to provide for any taxes the Corporation or any of its Subsidiaries may be required to withhold with respect to such award event or payment. Such arrangements may include (but are not limited to) any one of (or a combination of) the following:

(a)The Corporation or one of its Subsidiaries shall have the right to require the participant (or the participant’s personal representative or beneficiary, as the case may be) to pay or provide for payment of the amount of any taxes which the Corporation or one of its Subsidiaries may be required or permitted to withhold with respect to such award event or payment.

(b)The Corporation or one of its Subsidiaries shall have the right to deduct from any amount otherwise payable in cash (whether related to the award or otherwise) to the participant (or the participant’s personal representative or beneficiary, as the case may be) the amount of any taxes which the Corporation or one of its Subsidiaries may be required or permitted to withhold with respect to such award event or payment.

(c)In any case where a tax is required to be withheld in connection with the delivery of shares of Common Stock under this Plan, the Administrator may in its sole discretion (subject to Section 8.1) require or grant (either at the time of the award or thereafter) to the participant the right to elect, pursuant to such rules and subject to such conditions as the Administrator may establish, that the Corporation reduce the number of shares to be delivered by (or otherwise reacquire) the appropriate number of shares, valued in a consistent manner at their fair market value or at the sales price in accordance with ~~authorized procedures for cashless exercises, necessary~~its terms, be binding upon, and inure to ~~satisfy~~the benefit of, all successors of each Participant, including, without limitation, such Participant’s estate and the executors, administrators or trustees thereof, heirs and legatees, and any ~~applicable withholding obligation on exercise, vesting~~receiver, trustee in bankruptcy or ~~payment.~~representative of creditors of such Participant.

~~A-11~~

~~Table of Contents~~

~~8.6Effective Date, Termination and Suspension, Amendments~~27. .

~~8.6.1Effective Date~~Governing Law.~~. This Plan was originally effective as of February 16, 2016, the date of its original approval by the Board (the “Effective Date”).~~ The ~~amended version of this~~ Plan is ~~effective as of February 26, 2020, the date this amended version was approved by the Board (the “Amendment Date”). This Plan shall~~to be submitted for and subject to stockholder approval no later than twelve months after the Amendment Date. Unless earlier terminated by the Board and subject to any extension that may be approved by stockholders, this Plan shall terminate at the close of business on the day before the tenth anniversary of the Amendment Date. After the termination of this Plan either upon such stated termination date or its earlier termination by the Board, no additional awards may be granted under this Plan, but previously granted awards (and the authority of the Administrator with respect thereto, including the authority to amend such awards) shall remain outstanding in accordance with their applicable terms and conditions and the terms and conditions of this Plan.

~~8.6.2Board Authorization. The Board may, at any time, terminate or, from time to time, amend, modify or suspend this Plan, in whole or in part. No awards may be granted during any period that the Board suspends this Plan.~~

~~8.6.3Stockholder Approval. To the extent then required by applicable law or deemed necessary or advisable by the Board, any amendment to this Plan shall be subject to stockholder approval.~~

~~8.6.4Amendments to Awards~~. Without limiting any other express authority of the Administrator under (but subject to) the express limits of this Plan, the Administrator by agreement or resolution may waive conditions of or limitations on awards to participants that the Administrator in the prior exercise of its discretion has imposed, without the consent of a participant, and (subject to the requirements of Sections 3.2 and 8.6.5) may make other changes to the terms and conditions of awards. Any amendment or other action that would constitute a repricing of an award is subject to the limitations set forth in Section 3.2.

~~8.6.5Limitations on Amendments to Plan and Awards~~. No amendment, suspension or termination of this Plan or amendment of any outstanding award agreement shall, without written consent of the participant, affect in any manner materially adverse to the participant any rights or benefits of the participant or obligations of the Corporation under any award granted under this Plan prior to the effective date of such change. Changes, settlements and other actions contemplated by Section 7 shall not be deemed to constitute changes or amendments for purposes of this Section 8.6.

~~8.7Privileges of Stock Ownership~~. Except as otherwise expressly authorized by the Administrator, a participant shall not be entitled to any privilege of stock ownership as to any shares of Common Stock not actually delivered to and held of record by the participant. Except as expressly required by Section 7.1 or otherwise expressly provided by the Administrator, no adjustment will be made for dividends or other rights as a stockholder for which a record date is prior to such date of delivery.

~~8.8Governing Law; Construction; Severability~~.

~~8.8.1Choice of Law. This Plan, the awards, all documents evidencing awards and all other related documents shall be governed by, and~~ construed in accordance with and governed by the internal laws of the State of Delaware ~~notwithstanding~~without giving effect to any ~~Delaware or other conflict~~choice of law ~~provision~~rule that would cause the application of the laws of any jurisdiction other than the internal laws of the State of Delaware to the ~~contrary.~~

~~8.8.2Severability. If~~rights and duties of the parties, except to the extent the internal laws of the State of Delaware are superseded by the laws of the United States. Should any provision of the Plan be determined by a court of ~~competent jurisdiction holds any provision invalid and~~law to be illegal or unenforceable, the ~~remaining~~other provisions shall nevertheless remain effective and shall remain enforceable.

28. Dispute Resolution. The provisions of this Section 28 shall be the exclusive means of resolving disputes arising out of or relating to the Plan. The Company and the Participant, or their respective successors (the “parties”), shall attempt in good faith to resolve any disputes arising out of or relating to the Plan by negotiation between individuals who have authority to settle the controversy. Negotiations shall be commenced by either party by notice of a written statement of the party’s position and the name and title of the individual who will represent the party. Within thirty (30) days of the written notification, the parties shall meet at a mutually acceptable time and place, and thereafter as often as they reasonably deem necessary, to resolve the dispute. If the dispute has not been resolved by negotiation, the parties agree that any suit, action, or proceeding arising out of or relating to the Plan shall ~~continue~~be brought in ~~effect.~~

~~8.9Captions. Captions~~the United States District Court for the Central District of California (or should such court lack jurisdiction to hear such action, suit or proceeding, in a California state court in Orange County) and ~~headings are given~~that the parties shall submit to the ~~sections and subsections~~jurisdiction of such court. The parties irrevocably waive, to the fullest extent permitted by law, any objection the party may have to the laying of venue for any such suit, action or proceeding brought in such court. THE PARTIES ALSO EXPRESSLY WAIVE ANY RIGHT THEY HAVE OR MAY HAVE TO A JURY TRIAL OF ANY SUCH SUIT, ACTION OR PROCEEDING. If any one or more provisions of this ~~Plan solely as a convenience to facilitate reference. Such headings~~Section 28 shall ~~not~~for any reason be ~~deemed in any way material~~held invalid or ~~relevant~~unenforceable, it is the specific intent of the parties that such provisions shall be modified to the ~~construction~~minimum extent necessary to make it or ~~interpretation~~its application valid and enforceable.

A-10

TABLE OF CONTENTS

[MISSING IMAGE: tm223596d1-px_01cleanbw.jpg]

CLEAN ENERGY FUELS CORP.4675 MACARTHUR COURT, SUITE 800NEWPORT BEACH, CA 92660 SCAN TOVIEW MATERIALS & VOTEVOTE BY INTERNETBefore The Meeting - Go to www.proxyvote.com or scan the QR Barcode aboveUse the Internet to transmit your voting instructions and for electronic delivery of information.Vote by 11:59 P.M. ET on May 18, 2022. Have your proxy card in hand when you accessthe web site and follow the instructions to obtain your records and to create an electronicvoting instruction form.During The Meeting - Go to www.virtualshareholdermeeting.com/CLNE2022You may attend the meeting via the Internet and vote during the meeting. Have the informationthat is printed in the box marked by the arrow available and follow the instructions.VOTE BY PHONE - 1-800-690-6903Use any touch-tone telephone to transmit your voting instructions. Vote by 11:59 P.M. ET onMay 18, 2022. Have your proxy card in hand when you call and then follow the instructions.VOTE BY MAILMark, sign and date your proxy card and return it in the postage-paid envelope wehave provided or return it to Vote Processing, c/o Broadridge, 51 Mercedes Way,Edgewood, NY 11717. TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS: D73379-P67922KEEP THIS PORTION FOR YOUR RECORDSTHIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED. DETACH AND RETURN THIS PORTION ONLY CLEAN ENERGY FUELS CORP. ForAllWithholdAllFor AllExcept To withhold authority to vote for any individualnominee(s), mark "For All Except" and write thenumber(s) of the nominee(s) on the line below.1. To elect ten directors to the Board of DirectorsNominees: ! ! ! 01) Lizabeth Ardisana02) Karine Boissy-Rousseau03) Andrew J. Littlefair04) James C. Miller III05) Lorraine Paskett06) Stephen A. Scully07) Kenneth M. Socha08) Vincent C. Taormina09) Parker A. Weil10) Laurent WolffsheimThe Board of Directors recommends you vote FOR proposals 2, 3 and 4. For Against Abstain2. To ratify the appointment of KPMG LLP as our independent registered public accounting firm for our fiscal year ending December 31, 2022. ! ! ! 3. To approve, on an advisory, non-binding basis, the compensation of our named executive officers. ! ! !4. To approve our 2022 Employee Stock Purchase Plan (the "New ESPP") and the reservation of 2,500,000 shares of our common stock for issuance underthe New ESPP. ! ! !NOTE: Such other business as may properly come before the meeting or any adjournment or postponement thereof. Authorized Signatures. This section must be completed for your vote to be counted. Date and Sign Below. Please sign exactly as name(s) appear(s) hereon.Joint owners should each sign. When signing as attorney, executor, administrator, corporate officer, trustee, guardian, or custodian, please give full title. Signature [PLEASE SIGN WITHIN BOX] Date Signature (Joint Owners) Date

TABLE OF CONTENTS

[MISSING IMAGE: tm223596d1-px_02cleanbw.jpg]

Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting:The Annual Report and Notice and Proxy Statement are available at www.proxyvote.com D73380-P67922 THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORSOF CLEAN ENERGY FUELS CORP.I hereby appoint Stephen A. Scully and Andrew J. Littlefair, or either of them, as proxies, with power of substitution to each, to vote all shares of common stock that I am entitled to vote at the Annual Meeting of Stockholders of Clean Energy Fuels Corp. to be held on Thursday, May 19, 2022 at 8:00 am PDT, or at any adjournment or postponement thereof, in accordance with the instructions on the reverse side of this ~~Plan~~card and with the same effect as though I were present in person and voting such shares. My appointed proxies are authorized in their discretion to vote upon such other business as may properly come before the Annual Meeting or any ~~provision thereof.~~adjournment or postponement thereof.UNLESS A CONTRARY DIRECTION IS INDICATED, THIS PROXY WILL BE VOTED "FOR ALL" NOMINEES FOR DIRECTOR LISTED IN PROPOSAL 1 AND "FOR" PROPOSALS 2, 3 AND 4, AND IN THE DISCRETION OF THE APPOINTED PROXIES UPON SUCH OTHER BUSINESS AS MAY PROPERLY COME BEFORE THE ANNUAL MEETING. IF SPECIFIC INSTRUCTIONS ARE INDICATED, THIS PROXY WILL BE VOTED IN ACCORDANCE THEREWITH. (CONTINUED, AND TO BE SIGNED AND DATED ON REVERSE SIDE)

~~A-12~~

~~Table of Contents~~

~~8.10Stock‑Based Awards in Substitution for Stock Options or Awards Granted by Other Corporation~~. Awards may be granted to Eligible Persons in substitution for or in connection with an assumption of employee stock options, SARs, restricted stock or other stock‑based awards granted by other entities to persons who are or who will become Eligible Persons in respect of the Corporation or one of its Subsidiaries, in connection with a distribution, merger or other reorganization by or with the granting entity or an affiliated entity, or the acquisition by the Corporation or one of its Subsidiaries, directly or indirectly, of all or a substantial part of the stock or assets of the employing entity. The awards so granted need not comply with other specific terms of this Plan, provided that the awards shall reflect adjustments giving effect to the assumption or substitution consistent with any conversion applicable to the Common Stock (or the securities otherwise subject to the award) in the transaction and any change in the issuer of the security. Any shares that are delivered and any awards that are granted by, or become obligations of, the Corporation, as a result of the assumption by the Corporation of, or in substitution for, outstanding awards previously granted by an acquired company (or previously granted by a predecessor employer (or direct or indirect parent thereof) in the case of persons that become employed by the Corporation or one of its Subsidiaries in connection with a business or asset acquisition or similar transaction) shall not be counted against the Share Limit or other limits on the number of shares available for issuance under this Plan.

~~8.11Non‑Exclusivity of Plan~~. Nothing in this Plan shall limit or be deemed to limit the authority of the Board or the Administrator to grant awards or authorize any other compensation, with or without reference to the Common Stock, under any other plan or authority.

~~8.12No Corporate Action Restriction~~. The existence of this Plan, the award agreements and the awards granted hereunder shall not limit, affect or restrict in any way the right or power of the Corporation or any Subsidiary (or any of their respective shareholders, boards of directors or committees thereof, as the case may be) to make or authorize: (a) any adjustment, recapitalization, reorganization or other change in the capital structure or business of the Corporation or any Subsidiary, (b) any merger, amalgamation, consolidation or change in the ownership of the Corporation or any Subsidiary, (c) any issue of bonds, debentures, capital, preferred or prior preference stock ahead of or affecting the capital stock (or the rights thereof) of the Corporation or any Subsidiary, (d) any dissolution or liquidation of the Corporation or any Subsidiary, (e) any sale or transfer of all or any part of the assets or business of the Corporation or any Subsidiary, (f) any other award, grant, or payment of incentives or other compensation under any other plan or authority (or any other action with respect to any benefit, incentive or compensation), or (g) any other corporate act or proceeding by the Corporation or any Subsidiary. No participant, beneficiary or any other person shall have any claim under any award or award agreement against any member of the Board or the Administrator, or the Corporation or any employees, officers or agents of the Corporation or any Subsidiary, as a result of any such action. Awards need not be structured so as to be deductible for tax purposes.

~~8.13Other Company Benefit and Compensation Programs~~. Payments and other benefits received by a participant under an award made pursuant to this Plan shall not be deemed a part of a participant’s compensation for purposes of the determination of benefits under any other employee welfare or benefit plans or arrangements, if any, provided by the Corporation or any Subsidiary, except where the Administrator expressly otherwise provides or authorizes in writing. Awards under this Plan may be made in addition to, in combination with, as alternatives to or in payment of grants, awards or commitments under any other plans, arrangements or authority of the Corporation or its Subsidiaries.

~~8.14Clawback Policy~~. The awards granted under this Plan are subject to the terms of the Corporation’s recoupment, clawback or similar policy as it may be in effect from time to time, as well as any similar provisions of applicable law, any of which could in certain circumstances require repayment or forfeiture of awards or any shares of Common Stock or other cash or property received with respect to the awards (including any value received from a disposition of the shares acquired upon payment of the awards).

~~A-13~~

~~Table of Contents~~

VOTE BY INTERNET Before The Meeting - Go to www.proxyvote.com Use the Internet to transmit your voting instructions and for electronic delivery of information up until 11:59 P.M. Eastern Time the day before the meeting date. Have this proxy card in hand when you access the web site and then follow the instructions to obtain your records and to create an electronic voting instruction form. During The Meeting - Go to www.virtualshareholdermeeting.com/CLNE2020 CLEAN ENERGY FUELS CORP. 4675 MACARTHUR COURT, SUITE 800 NEWPORT BEACH, CA 92660 You may attend the meeting via the Internet and vote during the meeting. Have the information that is printed in the box marked by the arrow available and follow the instructions. VOTE BY PHONE - 1-800-690-6903 Use any touch-tone telephone to transmit your voting instructions up until 11:59 P.M. Eastern Time the day before the meeting date. Have this proxy card in hand when you call and then follow the instructions. VOTE BY MAIL Mark, sign and date this proxy card and return it in the postage-paid envelope we have provided or return it to Vote Processing, c/o Broadridge, 51 Mercedes Way, Edgewood, NY 11717. TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS: E98142-P36709 KEEP THIS PORTION FOR YOUR RECORDS DETACH AND RETURN THIS PORTION ONLY THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED. CLEAN ENERGY FUELS CORP. The Board of Directors recommends you vote FOR ALL of the director nominees in Proposal 1. 1.Election of directors Nominees: For Withhold For All To withhold authority to vote for any individual nominee(s), mark "For All Except" and write the number(s) of the nominee(s) on the line below. All All Except 01) Lizabeth Ardisana 02) Philippe Charleux 03) John S. Herrington 04) Andrew J. Littlefair 05) James C. Miller III 06) Philippe Montantême 07) Stephen A. Scully 08) Kenneth M. Socha 09) Vincent C. Taormina The Board of Directors recommends you vote FOR Proposals 2, 3 and 4. For Against Abstain 2. Ratification of the appointment of KPMG LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2020. 3. Approval, on an advisory, non-binding basis, of our executive compensation. 4. To approve an amendment to our 2016 Performance Incentive Plan ("2016 Plan") to increase the aggregate number of shares available under the 2016 Plan. NOTE: To transact any other business that may properly come before the meeting or any adjournment or postponement of the meeting. Authorized Signatures. This section must be completed for your vote to be counted. Date and sign below. Please sign exactly as name(s) appear(s) hereon. Joint owners should each sign. When signing as attorney, executor, administrator, corporate officer, trustee, guardian, or custodian, please give full title. Signature [PLEASE SIGN WITHIN BOX] Date Signature (Joint Owners) Date

~~Table of Contents~~

Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting: The Notice, Proxy Statement and Annual Report are available at www.proxyvote.com. E98143-P36709 THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS OF CLEAN ENERGY FUELS CORP. I hereby appoint Stephen A. Scully and Andrew J. Littlefair, or either of them, as proxies, with power of substitution to each, to vote all shares of common stock that I am entitled to vote at the Annual Meeting of Stockholders of Clean Energy Fuels Corp. to be held on Friday, May 15, 2020 at 9:00 a.m. PDT, or at any adjournment or postponement thereof, in accordance with the instructions on the reverse side of this card and with the same effect as though I were present at the Annual Meeting and voting such shares. My appointed proxies are authorized in their discretion to vote upon such other business as may properly come before the Annual Meeting or any adjournment or postponement thereof. UNLESS A CONTRARY DIRECTION IS INDICATED, THIS PROXY, WHEN PROPERLY EXECUTED AND RETURNED, WILL BE VOTED "FOR ALL" NOMINEES FOR DIRECTOR LISTED IN PROPOSAL 1, "FOR" PROPOSALS 2, 3 AND 4, AND IN THE DISCRETION OF THE APPOINTED PROXIES UPON SUCH OTHER BUSINESS AS MAY PROPERLY COME BEFORE THE ANNUAL MEETING OR ANY ADJOURNMENT OR POSTPONEMENT THEREOF. IF SPECIFIC INSTRUCTIONS ARE INDICATED, THIS PROXY WILL BE VOTED IN ACCORDANCE THEREWITH. If you vote by phone or Internet, please do not mail your proxy card. Thank You For Voting (CONTINUED AND TO BE SIGNED AND DATED ON REVERSE SIDE)

~~Filed by the Registrant ☒~~
~~Filed by a Party other than the Registrant ☐~~
~~Check the appropriate box:~~
☐	~~Preliminary Proxy Statement~~
☐	~~Confidential, for Use of the Commission Only (as permitted by Rule 14a‑6(e)(2))~~
☒	~~Definitive Proxy Statement~~
☐	~~Definitive Additional Materials~~
☐	~~Soliciting Material under §240.14a‑12~~

~~CLEAN ENERGY FUELS CORP.~~
~~(Name of Registrant as Specified in its Charter)~~
~~(Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)~~
~~Payment of Filing Fee (Check the appropriate box):~~
☒	~~No fee required.~~
☐	~~Fee computed on table below per Exchange Act Rules 14a‑6(i)(1) and 0‑11.~~
	~~(1)~~	~~Title of each class of securities to which transaction applies:~~
	~~(2)~~	~~Aggregate number of securities to which transaction applies:~~
	~~(3)~~	~~Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0‑11 (set forth the amount on which the filing fee is calculated and state how it was determined):~~
	~~(4)~~	~~Proposed maximum aggregate value of transaction:~~
	~~(5)~~	~~Total fee paid:~~
☐	~~Fee paid previously with preliminary materials.~~
☐	Check box if any part of the fee is offset as provided by Exchange Act Rule 0‑11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.
	~~(1)~~	~~Amount Previously Paid:~~
	~~(2)~~	~~Form, Schedule or Registration Statement No.:~~
	~~(3)~~	~~Filing Party:~~
	~~(4)~~	~~Date Filed:~~


	Common	Percent of
	Stock	Common
	Beneficially	Stock
Name and Address of Beneficial Owner	Owned	Outstanding
TOTAL(1)	67,443,954	33.1	%
2, place Jean Millier
La Défense 6
92400 Courbevoie
France
Dimensional Fund Advisors LP(2)	10,856,983	5.3	%
Building One
6300 Bee Cave Road
Austin, Texas 78746
T. Boone Pickens Trust(3)	13,635,968	6.7	%
C/O BP Capital, L.P.
8117 Preston Road, Suite 260
Dallas, Texas 75225


	Common Stock
	Beneficially Owned
Name of Beneficial Owner	Number	%
Andrew J. Littlefair(1)	2,502,306	1.2	%
Robert M. Vreeland(2)	654,098	*
Mitchell W. Pratt(3)	1,188,204	*
Barclay F. Corbus(4)	1,027,352	*
Lizabeth Ardisana(5)	52,000	*
Philippe Charleux	—	—
John S. Herrington(6)	654,109	*
James C. Miller III(7)	380,501	*
Philippe Montantême	—	—
James E. O’Connor(8)	336,618	*
Stephen A. Scully(9)	363,618	*
Kenneth M. Socha(10)	439,258	*
Vincent C. Taormina(11)	536,518	*
All current executive officers and directors as a group (13 persons)(12)	8,134,582	3.9	%


	Year Ended December 31,
	2018	2019
	($)	($)
Audit Fees(1)	1,325,000	1,255,000
Audit-Related Fees	—	—
Tax Fees	—	—
All Other Fees	—	—
Total	1,325,000	1,255,000


	As of December 31, 2019	As of March 25, 2020
Shares subject to outstanding restricted stock unit awards	1,231,805	1,024,142
Shares subject to outstanding stock options (excluding performance-based vesting options)	8,612,047	9,660,055
Shares subject to outstanding performance‑based vesting options	509,618	503,606
Shares available for new award grants	2,054,993	169,927


	Options				Restricted Units/Stock Awards
							Number of
							Shares/Units
	Number of					Number of	Outstanding
	Shares	Number of	Number of Shares Underlying		Number of	Shares/Units	and
	Subject to	Shares	Options as of March 25, 2020		Shares/Units	Vested as of	Unvested as
	Past Option	Acquired			Subject to	March 25,	of March 25,
	Grants	On Exercise	Exercisable	Unexercisable	Past Awards	2020	2020
Named Executive Officers:
Andrew J. Littlefair, President and Chief Executive Officer	806,300	—	485,069	321,231	965,849	834,112	131,737
Robert M. Vreeland, Chief Financial Officer	381,391	—	215,581	165,810	247,107	173,717	73,387
Mitchell W. Pratt, Chief Operating Officer and Corporate Secretary	363,209	—	197,399	165,810	580,663	507,276	73,387
Barclay F. Corbus, Senior Vice President, Strategic Development	348,236	—	182,426	165,810	479,975	406,588	73,387
Total for All Current Executive Officers as a Group (4 persons):	1,899,136	—	1,080,475	818,661	2,273,591	1,921,693	351,898
Stephen A. Scully	124,500	—	124,500	—	99,118	99,118	—
John S. Herrington	124,500	—	124,500	—	99,118	99,118	—
James C. Miller	124,500	—	124,500	—	99,118	99,118	—
Philippe Charleux	—	—	—	—	—	—	—
Philippe Montantéme	—	—	—	—	—	—	—
Lizabeth Ardisana	42,000	—	42,000	—	—	—	—
James E. O’Connor	124,500	—	124,500	—	99,118	99,118	—
Kenneth M. Socha	124,500	—	124,500	—	99,118	99,118	—
Vincent C. Taormina	124,500	—	124,500	—	99,118	99,118	—
Total for all Current Non-Executive Directors as a Group (9 persons):	789,000	—	789,000	—	594,708	594,708	—
Each other person who has received 5% or more of the options, warrants or rights under the 2016 Plan	—	—	—	—	—	—	—
All employees, including all current officers who are not executive officers or directors, as a group	3,623,903	89,320	1,555,792	1,554,838	2,691,026	1,797,239	672,244
Total	6,312,039	89,320	3,425,267	2,373,499	5,559,325	4,313,640	1,024,142


	2018 Base	2019 Base	2020 Base
	Salary	Salary	Salary
Named Executive Officer	($)	($)	($)
Andrew J. Littlefair	700,812	700,812	700,812
Robert M. Vreeland	378,000	400,000	400,000
Mitchell W. Pratt	481,268	481,268	481,268
Barclay F. Corbus	443,415	443,415	443,415


							Maximum		Actual
Performance Criteria	Weighting		Base Target		Middle Target		Target		Performance
Adjusted EBITDA(1)	33	%	$	52.1	$	54.9	$	60.2	$	85.6
Volume (in GGEs)(1)	25	%		417.3		439.3		461.3		400.8
Volume Margin (per GGE)	20	%	$	0.18	$	0.20	$	0.21	$	0.18
Strategic Initiatives	22	%		—		—		—		—


					Non‑Equity
			Stock	Option	Incentive Plan	All Other
		Salary	Awards	Awards	Compensation	Compensation	Total
Name and Principal Position	Year	($)	($)(1)	($)(1)	($)(2)	($)(3)	($)
Andrew J. Littlefair	2019	700,812	—	308,160	569,410	66,611	1,644,993
President and Chief Executive Officer	2018	700,812	292,838	188,100	713,271	66,361	1,961,382
	2017	700,812	637,404	434,200	512,491	22,626	2,307,533

Robert M. Vreeland	2019	396,192	—	161,280	200,600	12,500	770,572
Chief Financial Officer	2018	378,000	162,688	83,600	234,738	12,250	871,276
	2017	378,000	266,456	182,182	171,525	12,000	1,010,163

Mitchell W. Pratt	2019	481,268	—	161,280	241,356	12,500	896,404
Chief Operating Officer and Corporate Secretary	2018	481,268	162,688	83,600	298,867	12,250	1,038,673
	2017	481,268	222,047	151,818	218,384	12,000	1,085,517

Barclay F. Corbus	2019	443,415	—	161,280	222,373	12,500	839,568
Senior Vice President, Strategic Development	2018	443,415	162,688	83,600	275,361	12,250	977,314
	2017	443,415	156,740	126,813	201,208	12,000	940,176




x
						All Other
						Option	Exercise		Grant
		Estimated Future Payouts				Awards:	or		Date Fair
					Under Equity	Number of	Base		Value of
		Under Non‑Equity Incentive			Incentive	Securities	Price of		Stock and
		Plan Awards(1)			Plan Awards (2)	Underlying	Option		Option
		Threshold	Target	Maximum	Target	Options(3)	Awards		Awards(4)
Name	Grant Date	($)	($)	($)	(#)	(#)	($/Sh)		($)
Andrew J. Littlefair	—	545,076	778,680	1,168,020	—	—	—		—
	02/25/2019	—	—	—	—	168,525	2.19		215,712
	02/25/2019	—	—	—	72,225	—	2.19	(2)	92,448
Robert M. Vreeland	—	200,000	280,000	400,000	—	—	—		—
	02/25/2019	—	—	—	—	88,200	2.19		112,896
	02/25/2019	—	—	—	37,800	—	2.19	(2)	48,384
Mitchell W. Pratt	—	240,634	336,888	481,268	—	—	—		—
	02/25/2019	—	—	—	—	88,200	2.19		112,896
	02/25/2019	—	—	—	37,800	—	2.19	(2)	48,384
Barclay F. Corbus	—	221,708	310,391	443,415	—	—	—		—
	02/25/2019	—	—	—	—	88,200	2.19		112,896
	02/25/2019	—	—	—	37,800	—	2.19	(2)	48,384


														Involuntary
												Voluntary		Without
												Termination		Cause
												for Good		Termination
												Reason in		in
			Voluntary		Involuntary		Failure to					connection		connection
			Termination		Without		Renew				Change	with a		with a		Termination		Termination
	Voluntary		for Good		Cause		Employment		For-Cause		In	Change in		Change in		Due to		Due to
Benefit and Payments	Termination		Reason		Termination		Agreement		Termination		Control	Control		Control		Disability		Death
Cash Severance Payment		—	$	2,690,535	$	2,690,535	$	2,690,535		—	—	$	4,811,659	$	4,811,659		—		—
Continuation of Medical/Welfare Benefits (present value)		—	$	25,608	$	25,608	$	25,608		—	—	$	25,608	$	25,608		—		—
Vacation Pay	$	80,863	$	80,863	$	80,863	$	80,863	$	80,863	—	$	80,863	$	80,863	$	80,863	$	80,863
RSU Vesting(1)		—		—	$	504,036	$	504,036		—	—	$	504,036	$	504,036	$	504,036	$	504,036
Option Vesting(2)		—		—	$	172,954	$	172,954		—	—	$	172,954	$	172,954	$	172,954	$	172,954
Total:	$	80,863	$	2,797,006	$	3,473,996	$	3,473,996	$	80,863	—	$	5,595,120	$	5,595,120	$	757,853	$	757,853


	Fees Earned or	Option
	Paid in Cash	Awards(2)	Total
Name(1)	($)	($)	($)
Stephen A. Scully(3)	122,500	54,400	176,900
Lizabeth Ardisana	15,000	—	15,000
John S. Herrington(4)	62,500	54,400	116,900
James C. Miller III(5)	70,000	54,400	124,400
Warren I. Mitchell(6)	60,000	54,400	114,400
Philippe Montantême	—	—	—
Momar Nguer	—	—	—
James E. O’Connor(7)	60,000	54,400	114,400
Kenneth M. Socha(8)	60,000	54,400	114,400
Vincent C. Taormina(9)	62,500	54,400	116,900


	Equity Compensation Plan Information
	Number of Securities		Weighted-Average			Number of Securities
	to be Issued upon		Exercise Price of			Remaining Available
	Exercise of		Outstanding			for Future Issuance
	Outstanding Options,		Options, Warrants			under Equity
Plan Category	Warrants and Rights		and Rights			Compensation Plans
Equity compensation plans approved by security holders	10,353,470	(1)	$	6.32	(2)		4,028,686	(3)
Equity compensation plans not approved by security holders	—			—			—
Total	10,353,470		$	6.32			4,028,686