Clean Energy Fuels (CLNE) Proxy Filing summary

Executive summary

• Annual meeting scheduled for May 22, 2025, to be held virtually, with voting on key proposals and director elections.

• 2024 saw significant progress in renewable natural gas (RNG) projects, with five new dairy projects injecting RNG into pipelines and two more large facilities expected online by end of 2025.

• RNG sales volume grew to 237 million gallons in 2024, driven by new customers and fleet conversions from CNG to RNG.

• Expansion included new fueling stations for Amazon and the first Canadian stations in partnership with Tourmaline.

• The company is recognized as a leading producer of ultra-low carbon fuel and continues to invest in infrastructure and partnerships.

Voting matters and shareholder proposals

• Shareholders will vote to elect seven directors, ratify KPMG LLP as auditor, approve executive compensation (say-on-pay), and approve the Amended and Restated 2024 Performance Incentive Plan.

• The incentive plan proposes increasing the share limit by 10,750,000 shares, extending flexibility for equity awards through approximately the end of 2027.

• Voting rights are one vote per share, with a record date of March 25, 2025; quorum requires a majority of outstanding shares.

• Advisory votes on executive compensation are held annually, with the next say-on-pay vote expected in 2026.

Board of directors and corporate governance

• Seven director nominees, including two designated by TotalEnergies, are up for election; two long-serving directors are retiring.

• Board committees include audit, compensation, and nominating/corporate governance, all composed of independent directors where required.

• Board refreshment and diversity are emphasized, with an average tenure of nine years among nominees.

• Corporate governance guidelines, code of ethics, and stock ownership guidelines for directors and executives are in place.