Cover
Cover | 12 Months Ended |
Dec. 31, 2022 | |
Document Information [Line Items] | |
Document Type | DEF 14A |
Amendment Flag | false |
Entity Information [Line Items] | |
Entity Registrant Name | CLEAN ENERGY FUELS CORP. |
Entity Central Index Key | 0001368265 |
Pay vs Performance Disclosure
Pay vs Performance Disclosure pure in Thousands | 12 Months Ended | ||
Dec. 31, 2022 USD ($) | Dec. 31, 2021 USD ($) | Dec. 31, 2020 USD ($) | |
Pay vs Performance Disclosure [Table] | |||
Pay vs Performance [Table Text Block] | Pay Versus Performance Under rules adopted pursuant to the Dodd-Frank Act, we are required to disclose certain information about the relationship between the compensation actually paid to our named executive officers and certain measures of company performance. The material that follows is provided in compliance with these rules; however, additional information regarding our compensation philosophy, the structure of our performance-based compensation programs, and compensation decisions made this year is described above in our “Compensation Discussion and Analysis.” The following table provides information regarding compensation actually paid to our principal executive officer, or PEO, and other NEOs for each year from 2020 to 2022, compared to our total shareholder return (“TSR”) from December 31, 2019 through the end of each such year, and our Net Income, and Adjusted EBITDA for each such year. Year Summary Compensation Average Average Value of Net Income Economic TSR Peer Group 2022 $ 1,125,510 $ 297,609 $ 650,073 $ 278,924 $ 256.16 $ 114.70 $ (58,733 ) $ 50,003 2021 $ 10,811,193 $ 9,710,227 $ 5,208,251 $ 4,623,456 $ 301.97 $ 146.23 $ (93,146 ) $ 57,032 2020 $ 1,826,353 $ 4,056,472 $ 951,260 $ 2,120,126 $ 387.19 $ 128.61 $ (9,864 ) $ 45,134 (1) Mr. Littlefair was the CEO for each of 2020, 2021 and 2022. (2) SEC rules require certain adjustments be made to the Summary Compensation Table totals to determine “compensation actually paid” as reported in the Pay versus Performance Table. “Compensation actually paid” does not necessarily represent cash and/or equity value transferred to the applicable NEO without restriction, but rather is a value calculated under applicable SEC rules. In general, “compensation actually paid” is calculated as Summary Compensation Table total compensation adjusted to include the fair market value of equity awards as of December 31 of the applicable year or, if earlier, the vesting date (rather than the grant date). NEOs do not participate in a defined benefit plan so no adjustment for pension benefits is included in the table below. Similarly, no adjustment is made for dividends as dividends are factored into the fair value of the award. Finally, there were no equity awards which were granted and vested in the same year. The following table details these adjustments: Year Executive(s) Summary Subtract Add Add Add Subtract Compensation 2022 CEO $ 1,125,510 $ 852 $ 780 $ (833,791 ) $ 5,962 — $ 297,609 Other NEOs $ 650,073 $ 284 $ 260 $ (374,021 ) $ 2,896 — $ 278,924 2021 CEO $ 10,811,193 $ 9,200,924 $ 7,210,210 $ (239,935 ) $ 1,283,125 $ 153,443 $ 9,710,227 Other NEOs $ 5,208,251 $ 4,353,301 $ 3,316,767 $ (131,158 ) $ 663,205 $ 80,307 $ 4,623,456 2020 CEO $ 1,826,353 $ 296,208 $ 1,057,074 $ 1,448,260 $ 53,165 $ 32,172 $ 4,056,472 Other NEOs $ 951,260 $ 165,528 $ 590,718 $ 741,170 $ 19,344 $ 16,838 $ 2,120,126 (3) For each of 2020, 2021 and 2022, the other NEOs were Messrs. Vreeland, Pratt, and Corbus. (4) TSR is determined based on the value of an initial fixed investment of $100. The TSR peer group consists of the Russell 2000 Index. (5) The most important performance measures used by the Company to link executive compensation actually paid to the Company’s NEOs, for the most recently completed fiscal year, to the Company’s performance are as follows: • Adjusted EBITDA (6) • Volume (in GGEs) • Volume Margin per GGE • Volume of RNG (6) Please see “Calculation of 2022 Adjusted EBITDA” below for more information on how we define Adjusted EBITDA. | ||
Company Selected Measure Name | Adjusted EBITDA | ||
Named Executive Officers, Footnote [Text Block] | (1) Mr. Littlefair was the CEO for each of 2020, 2021 and 2022. (3) For each of 2020, 2021 and 2022, the other NEOs were Messrs. Vreeland, Pratt, and Corbus. | ||
Peer Group Issuers, Footnote [Text Block] | (4) TSR is determined based on the value of an initial fixed investment of $100. The TSR peer group consists of the Russell 2000 Index. | ||
PEO Total Compensation Amount | $ 1,125,510 | $ 10,811,193 | $ 1,826,353 |
PEO Actually Paid Compensation Amount | $ 297,609 | 9,710,227 | 4,056,472 |
Adjustment To PEO Compensation, Footnote [Text Block] | (2) SEC rules require certain adjustments be made to the Summary Compensation Table totals to determine “compensation actually paid” as reported in the Pay versus Performance Table. “Compensation actually paid” does not necessarily represent cash and/or equity value transferred to the applicable NEO without restriction, but rather is a value calculated under applicable SEC rules. In general, “compensation actually paid” is calculated as Summary Compensation Table total compensation adjusted to include the fair market value of equity awards as of December 31 of the applicable year or, if earlier, the vesting date (rather than the grant date). NEOs do not participate in a defined benefit plan so no adjustment for pension benefits is included in the table below. Similarly, no adjustment is made for dividends as dividends are factored into the fair value of the award. Finally, there were no equity awards which were granted and vested in the same year. The following table details these adjustments: Year Executive(s) Summary Subtract Add Add Add Subtract Compensation 2022 CEO $ 1,125,510 $ 852 $ 780 $ (833,791 ) $ 5,962 — $ 297,609 Other NEOs $ 650,073 $ 284 $ 260 $ (374,021 ) $ 2,896 — $ 278,924 2021 CEO $ 10,811,193 $ 9,200,924 $ 7,210,210 $ (239,935 ) $ 1,283,125 $ 153,443 $ 9,710,227 Other NEOs $ 5,208,251 $ 4,353,301 $ 3,316,767 $ (131,158 ) $ 663,205 $ 80,307 $ 4,623,456 2020 CEO $ 1,826,353 $ 296,208 $ 1,057,074 $ 1,448,260 $ 53,165 $ 32,172 $ 4,056,472 Other NEOs $ 951,260 $ 165,528 $ 590,718 $ 741,170 $ 19,344 $ 16,838 $ 2,120,126 | ||
Non-PEO NEO Average Total Compensation Amount | $ 650,073 | 5,208,251 | 951,260 |
Non-PEO NEO Average Compensation Actually Paid Amount | $ 278,924 | 4,623,456 | 2,120,126 |
Adjustment to Non-PEO NEO Compensation Footnote [Text Block] | (2) SEC rules require certain adjustments be made to the Summary Compensation Table totals to determine “compensation actually paid” as reported in the Pay versus Performance Table. “Compensation actually paid” does not necessarily represent cash and/or equity value transferred to the applicable NEO without restriction, but rather is a value calculated under applicable SEC rules. In general, “compensation actually paid” is calculated as Summary Compensation Table total compensation adjusted to include the fair market value of equity awards as of December 31 of the applicable year or, if earlier, the vesting date (rather than the grant date). NEOs do not participate in a defined benefit plan so no adjustment for pension benefits is included in the table below. Similarly, no adjustment is made for dividends as dividends are factored into the fair value of the award. Finally, there were no equity awards which were granted and vested in the same year. The following table details these adjustments: Year Executive(s) Summary Subtract Add Add Add Subtract Compensation 2022 CEO $ 1,125,510 $ 852 $ 780 $ (833,791 ) $ 5,962 — $ 297,609 Other NEOs $ 650,073 $ 284 $ 260 $ (374,021 ) $ 2,896 — $ 278,924 2021 CEO $ 10,811,193 $ 9,200,924 $ 7,210,210 $ (239,935 ) $ 1,283,125 $ 153,443 $ 9,710,227 Other NEOs $ 5,208,251 $ 4,353,301 $ 3,316,767 $ (131,158 ) $ 663,205 $ 80,307 $ 4,623,456 2020 CEO $ 1,826,353 $ 296,208 $ 1,057,074 $ 1,448,260 $ 53,165 $ 32,172 $ 4,056,472 Other NEOs $ 951,260 $ 165,528 $ 590,718 $ 741,170 $ 19,344 $ 16,838 $ 2,120,126 | ||
Compensation Actually Paid vs. Total Shareholder Return [Text Block] | |||
Compensation Actually Paid vs. Net Income [Text Block] | |||
Compensation Actually Paid vs. Company Selected Measure [Text Block] | |||
Total Shareholder Return Vs Peer Group [Text Block] | |||
Tabular List [Table Text Block] | (5) The most important performance measures used by the Company to link executive compensation actually paid to the Company’s NEOs, for the most recently completed fiscal year, to the Company’s performance are as follows: • Adjusted EBITDA (6) • Volume (in GGEs) • Volume Margin per GGE • Volume of RNG | ||
Total Shareholder Return Amount | $ 256.16 | 301.97 | 387.19 |
Peer Group Total Shareholder Return Amount | 114.7 | 146.23 | 128.61 |
Net Income (Loss) | $ (58,733,000) | $ (93,146,000) | $ (9,864,000) |
Company Selected Measure Amount | 50,003 | 57,032 | 45,134 |
PEO Name | Mr. Littlefair | ||
Measure [Axis]: 1 | |||
Pay vs Performance Disclosure [Table] | |||
Measure Name | Adjusted EBITDA | ||
Non-GAAP Measure Description [Text Block] | (6) Please see “Calculation of 2022 Adjusted EBITDA” below for more information on how we define Adjusted EBITDA. | ||
Measure [Axis]: 2 | |||
Pay vs Performance Disclosure [Table] | |||
Measure Name | Volume (in GGEs) | ||
Measure [Axis]: 3 | |||
Pay vs Performance Disclosure [Table] | |||
Measure Name | Volume Margin per GGE | ||
Measure [Axis]: 4 | |||
Pay vs Performance Disclosure [Table] | |||
Measure Name | Volume of RNG | ||
PEO [Member] | Stock Awards [Member] | |||
Pay vs Performance Disclosure [Table] | |||
Adjustment to Compensation Amount | $ 852 | $ 9,200,924 | $ 296,208 |
PEO [Member] | Year End Equity Value [Member] | |||
Pay vs Performance Disclosure [Table] | |||
Adjustment to Compensation Amount | 780 | 7,210,210 | 1,057,074 |
PEO [Member] | Change In Value Of Prior Years Unvested Equity Awards [Member] | |||
Pay vs Performance Disclosure [Table] | |||
Adjustment to Compensation Amount | (833,791) | (239,935) | 1,448,260 |
PEO [Member] | Change In Value Of Vested Equity Awards [Member] | |||
Pay vs Performance Disclosure [Table] | |||
Adjustment to Compensation Amount | 5,962 | 1,283,125 | 53,165 |
PEO [Member] | Value Of Equity Awards Failed To Meet Vesting Conditions [Member] | |||
Pay vs Performance Disclosure [Table] | |||
Adjustment to Compensation Amount | 153,443 | 32,172 | |
Non-PEO NEO [Member] | Stock Awards [Member] | |||
Pay vs Performance Disclosure [Table] | |||
Adjustment to Compensation Amount | 284 | 4,353,301 | 165,528 |
Non-PEO NEO [Member] | Year End Equity Value [Member] | |||
Pay vs Performance Disclosure [Table] | |||
Adjustment to Compensation Amount | 260 | 3,316,767 | 590,718 |
Non-PEO NEO [Member] | Change In Value Of Prior Years Unvested Equity Awards [Member] | |||
Pay vs Performance Disclosure [Table] | |||
Adjustment to Compensation Amount | (374,021) | (131,158) | 741,170 |
Non-PEO NEO [Member] | Change In Value Of Vested Equity Awards [Member] | |||
Pay vs Performance Disclosure [Table] | |||
Adjustment to Compensation Amount | $ 2,896 | 663,205 | 19,344 |
Non-PEO NEO [Member] | Value Of Equity Awards Failed To Meet Vesting Conditions [Member] | |||
Pay vs Performance Disclosure [Table] | |||
Adjustment to Compensation Amount | $ 80,307 | $ 16,838 |