Clean Energy Fuels : 2026 Proxy Statement (CLNE 2026 Proxy Statement)

Published: 2026-04-30 11:17:31 ET CLNE

Published on 04/30/2026 at 11:17 am EDT

Clean

Energy

Notice of 2026

Annual Meeting

& Proxy Statement

For April 30, 2026

April 30, 2026

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 Wednesday, June 10, 2026, at 9:00 a.m. Pacific Time. The Annual Meeting will be a virtual meeting conducted via live audio webcast that can be accessed by visiting https://www.virtualshareholdermeeting.com/CLNE2026. 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.

I'm honored to be writing to you for the first time as Clean Energy's chief executive officer. But I'm no stranger having been with the company for close to two decades. My goal as the incoming CEO is to focus on growing the company, using new technologies to find new customers and markets, engage with those customers, drive efficiencies and leverage the investments we've already made.

As we look back on 2025, it is clear that Clean Energy's strategy and long-term investments continue to position us at the center of one of the most compelling transitions happening in transportation today. The momentum we've built across our renewable natural gas ("RNG") production projects, fueling network, and customer base advanced significantly, and we closed 2025 stronger, more resilient, and more prepared for the growth ahead.

We now have eight dairy RNG projects in operation, along with three more in construction and development, each adding meaningful long term value to our RNG production portfolio. The completion of our South Fork Dairy project in Texas in 2025, now one of the largest RNG facilities in the country, was a huge milestone we crossed. South Fork is capable of producing 2.6 million gallons of low carbon-intensity transportation fuel annually, helping us continue to supply our network of stations and fleet customers.

The year also marked the successful monetization of $29.5 million in investment tax credits ("ITC"), the third ITC transaction tied to our RNG projects as part of our joint venture with bp. With this sale, all ITC credits across all six dairy RNG facilities have now been fully realized, reinforcing the value of these projects and strengthening the cash flow profile of our portfolio.

While our own RNG facilities continue to play an important role in supplying our network, they make up a portion of the fuel delivered across our stations. On the fuel supply side, we delivered 237 million gallons of RNG in 2025. To continue to support growing fleet demand, we draw from a broad, nationwide pool of producers, giving us access to diverse and reliable volumes of RNG from dairy, swine and landfill origins.

Our expansive fueling footprint remains an attractive outlet for RNG producers, as transportation use generates the strongest value for the fuel. As we grow, we remain disciplined in balancing the benefits of developing new projects with the flexibility that also comes from procuring RNG.

On the heavy duty trucking side of things, no segment of the transportation market is undergoing more rapid change, and 2025 was a milestone year on this front. The introduction of the Cummins X15N engine continued to energize the market.

Building on the success of our initial demonstration truck program from the year prior, we launched a second program featuring the Freightliner Cascadia tractor equipped with the X15N. Interest from fleets was strong, feedback and reviews are positive with many praising their firsthand experiences running heavy loads powered by RNG, while they continue to evaluate long-term alternatives to diesel. The combination of X15N performance and RNG's carbon and cost advantages is resonating with major carriers nationwide.

We are also seeing rising demand across our transit and refuse customer base, who continue to adopt RNG not only as a means to decarbonize, but because it aligns with both budget and operational needs. In 2025, we secured more than a dozen new RNG supply agreements, adding over 10 million gallons of annual demand, while contracting 16 new stations and renewing long-term supply at 17 existing locations. Combined, these commitments represent more than 30 million gallons of yearly fuel consumption and highlight the strength and staying power of our transit and refuse business.

As we look ahead, the opportunity in front of us is substantial. More fleets are acting now rather than waiting for alternative technologies that remain years from commercial viability. This aligns squarely with Clean Energy's strategy: continue expanding our RNG supply, grow our customer base, and optimize the nation's most extensive RNG fueling network. We are a unique company in that we provide a product to customers and to their customers that does good for the world. As I write this, traditional energy markets are being rocked by global events. But RNG is a domestic fuel that is not impacted by that. It also reduces harmful emissions, which we all care about.

Our development pipeline is active, our operational base is stronger than ever, and our ability to supply meaningful volumes of RNG, both produced and procured, is unmatched. With each new project, each new fleet deployment, and each gallon of RNG delivered, we strengthen our leadership position in the clean transportation market.

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 important, and we urge you to vote as promptly as possible. Thank you for supporting our Company.

Sincerely,

BARCLAY F. CORBUS

President & Chief Executive Officer

The annual meeting of stockholders ("Annual Meeting") of Clean Energy Fuels Corp. (the "Company," "we," "us" or "our") will be held on Wednesday, June 10, 2026, at 9:00 a.m. Pacific Time via live audio webcast that can be accessed by visiting https://www.virtualshareholdermeeting.com/CLNE2026, for the following purposes:

To elect six directors to our Board of Directors;

To ratify the appointment of KPMG LLP as our independent registered public accounting firm for our fiscal year ending December 31, 2026;

To approve, on an advisory, non-binding basis, the compensation of our named executive officers; and

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 April 16, 2026 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 https://www.virtualshareholdermeeting.com/CLNE2026 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 30, 2026 JAMES W. SYTSMA

Corporate Secretary

CLEAN ENERGY FUELS CORP.

4675 MacArthur Court, Suite 800 Newport Beach, California 92660

2026 PROXY STATEMENT

TABLE OF CONTENTS

Page

GENERAL INFORMATION

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

PROPOSAL 1: ELECTION OF DIRECTORS

PROPOSAL 2: RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

AUDIT COMMITTEE REPORT

PROPOSAL 3: ADVISORY, NON-BINDING VOTE TO APPROVE EXECUTIVE COMPENSATION

CORPORATE GOVERNANCE

INFORMATION ABOUT EXECUTIVE OFFICERS

COMPENSATION DISCUSSION AND ANALYSIS

COMPENSATION COMMITTEE REPORT

EXECUTIVE COMPENSATION

DIRECTOR COMPENSATION

EQUITY COMPENSATION PLANS

CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS

OTHER MATTERS

This Proxy Statement includes forward-looking statements within the meaning of 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 our future performance, and are based on our current assumptions, expectations and beliefs concerning future developments and their potential effect on our Company and our business. Forward-looking statements included herein include but are not limited to: statements about our Company's position in the RNG market, our expectations regarding our dairy RNG projects and anticipated RNG facilities, the benefits of the Cummins X15N engine, and statements about our leadership transition and our position as a leading renewable energy company. 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; 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 further develop and manage our RNG business, including our 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 impact of a bankruptcy or failure of any source owners at our projects; our dependence on the production of vehicles and engines by manufacturers over which the we have no control; the long and variable development cycle required to secure anaerobic digester gas ("ADG") RNG from new projects; the potential commercial viability, solvency, financial capacity, and operational capability of livestock waste and dairy farm projects to produce RNG; our history of net losses and the possibility that we could 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 charge electric vehicles; the 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; our ability to manage and increase our business of transporting and selling CNG (as defined below) for non-vehicle purposes via virtual natural gas pipelines and interconnects, as well as our station design and construction activities; construction, permitting and other factors that could cause delays or other problems at station construction projects; our ability to procure and maintain contracts with government entities; our ability to execute and realize the intended benefits of any acquisitions, divestitures, investments or other strategic relationships or transactions; significant fluctuations in our results of operations, which make it difficult to predict future results of operations; our warranty reserves may not adequately cover our warranty obligations; a future pandemic, epidemic or other infectious disease outbreak; the future availability of and our access to additional capital, which may include debt or equity financing, in the amounts and at the times needed to fund growth in our business and the repayment of our debt obligations (whether at or before their due dates) or other expenditures, as well as the terms and other effects of any such capital raising transaction; our ability to generate sufficient cash flows to repay our debt obligations as they come due; the availability of environmental, tax and other government legislation, regulations, programs and incentives that promote natural gas, including long-standing support for gasoline- and diesel-powered vehicles and growing support for electric and hydrogen-powered vehicles that could result in programs or incentives that favor these or other vehicles or vehicle fuels over natural gas; our ability to comply with various registration and regulatory requirements related to its RNG projects; the effect of, or potential for changes to greenhouse gas emissions requirements or other environmental regulations applicable to vehicles powered by gasoline, diesel, natural gas or other vehicle fuels and crude oil and natural gas fueling, drilling, production, transportation or use; our ability to manage the health, safety and environmental risks inherent in its operations; our compliance with all applicable government and environmental regulations; the impact of the foregoing on the trading price of our common stock; the interests of our significant stockholders may differ from our other stockholders; our ability to protect against any material failure, inadequacy, interruption or security failure of our information technology; general political, regulatory, economic and market conditions; 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, 2025 that we filed with the Securities and Exchange Commission ("SEC") 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 SEC. 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 this 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.

Throughout this Proxy Statement, we make references to additional information available on our corporate website at https://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.

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 2026 annual meeting of stockholders ("Annual Meeting"). The Annual Meeting will be held on Wednesday, June 10, 2026, at 9:00 a.m. Pacific Time ("PT") via live audio webcast that can be accessed by visiting https://www.virtualshareholdermeeting.com/CLNE2026 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 proposals:

Proposal 1. The election of six directors to our 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, 2026.

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").

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

The Notice of Annual Meeting, Proxy Statement and our 2025 Annual Report on Form 10-K ("Annual Report") are available at 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 - SEC Filings section of our website at https://investors.cleanenergyfuels.com/sec-filings/all-sec-filings.

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 30, 2026, we are mailing a Notice of Internet Availability of Proxy Materials ("Notice") to all of our 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 beneficial owners. The Notice will include instructions on how you may access the proxy materials for the Annual Meeting at https://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 30, 2026. 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 no charge. Instructions on how to request a printed copy of the proxy materials by mail or electronically, including an option to request paper copies on an ongoing basis, may be found in the Notice and on the 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.

We will be holding the Annual Meeting virtually on the Internet via live audio webcast. No physical meeting will be held. 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.

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.

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 https://www.virtualshareholdermeeting.com/CLNE2026. Please see "Attending the Virtual Annual Meeting" below for more information.

All stockholders that owned shares of our common stock at the close of business on April 16, 2026 (the "Record Date"), the date fixed by our Board as the record date, are entitled to vote at the Annual Meeting.

On the Record Date, 220,224,634 shares of our common stock were outstanding.

Voting Rights

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

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 (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 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 Record Date, you must provide voting instructions to your broker if you want your shares to be voted on the election of directors (Proposal 1) and on the approval, on an advisory, non-binding basis, of the compensation of our named executive officers (Proposal 3). 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 or Proposal 3 at the Annual Meeting. If your broker does not exercise this discretion, your shares might not be voted. Consequently, we urge every stockholder to vote their shares. If your broker 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, or 3, applicable rules will generally permit your broker, bank or other nominee to vote your shares on these proposals in accordance with the recommendations of our 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 six nominees who receive the highest number of affirmative votes will be elected as directors. Shares voted "Withhold" and broker 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) and the approval, on an advisory, non-binding basis, of the compensation of our named executive officers (Proposal 3), 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 Proposals 2 and 3, 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 Proposals 2 or 3.

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

Proposal

Vote Required

Routine vs.

Non-Routine Matter

Effect of Abstentions and Broker Non-Votes

1: Election of Directors

Plurality of Votes Cast

Non-Routine

No effect

2: Ratification of Independent Registered Public Accounting Firm

Majority of Votes Cast

Routine

Abstentions: No effect

Broker non-votes: None expected

3: Advisory, Non-Binding Vote on Executive Compensation

Majority of Votes Cast

Non-Routine

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 on Form 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 Form 8-K and will provide the final results in an amendment to the Form 8-K as soon as they become available.

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 by proxy before the Annual Meeting starts by visiting www.proxyvote.com 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.

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/CLNE2026 and by following the instructions at www.virtualshareholdermeeting.com/CLNE2026.

Votes submitted by proxy on the Internet or by telephone must be received by 11:59 p.m. Eastern Time on Tuesday, June 9, 2026 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:

Later-Dated Vote. You may revoke a previously submitted proxy by submitting a later-dated vote on the Internet, by telephone or by 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/CLNE2026, 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.

All stockholders that owned our common stock at the close of business on the Record Date, 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/CLNE2026 and use their 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 8:45 a.m. PT, and the meeting will begin promptly at 9:00 a.m. PT. We encourage stockholders to log in to this website and access the webcast before the Annual Meeting's start time. Further instructions on how to attend, participate in and vote at 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 the Annual Meeting, you must submit an online vote during the webcast of the Annual Meeting reflecting your new vote.

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, 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 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 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. We have not engaged employees for the specific purpose of soliciting proxies.

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 our principal executive offices at 4675 MacArthur Court, Suite 800 Newport Beach, California 92660, or call (949) 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.

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 April 16, 2026, and

(2) restricted stock units ("RSUs") held by that person that are subject to vesting and settlement within 60 days after April 16, 2026. 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 220,224,634 shares of our common stock outstanding on April 16, 2026. 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

Percentage of

Common Stock Outstanding

TotalEnergies S.E./ Total Marketing Services S.A.S.(1)

51,039,970

23.18 %

2, place Jean Millier

La Défense 6

92400 Courbevoie

France

Stonepeak CLNE-W Holdings LP(2)

20,050,618

9.10 %

55 Hudson Yards

New York, New York 10001

550 W. 34th Street, 48th Floor

New York, New York 10001

BlackRock, Inc.(3)

14,715,639

6.68 %

50 Hudson Yards

New York, New York 10001

Grantham, Mayo, Van Otterloo & Co. LLC(4)

13,228,248

6.01 %

53 State Street, Suite 3300

Boston, Massachusetts 02109

Based on a Schedule 13D/A filed by TotalEnergies S.E. ("TotalEnergies") and its direct wholly owned subsidiary Total Marketing Services S.A.S. ("TMS") on February 27, 2026 that reflects shares of common stock beneficially owned as of February 27, 2026. TotalEnergies and TMS have

(i) shared voting power over 51,039,970 shares of our common stock, which consists of (a) 42,581,801 shares of our common stock that were purchased by TMS pursuant to a stock purchase agreement, dated May 9, 2018, between TMS and our Company, and (b) 8,521,393 shares of common stock that are the subject of a voting agreement, dated May 9, 2018, among TMS, our Company, and all of our then-directors and officers, pursuant to which each such director and officer appointed TMS as such person's proxy and attorney-in-fact, and authorized 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 TMS to serve on our Board pursuant to TMS' director designation rights (described below under "Certain Relationships and Related Party Transactions"), and (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 (i)(b) above.

Based on a Schedule 13G filed by Stonepeak CLNE-W Holdings LP, Stonepeak Opportunities Fund Associates LP, Stonepeak Opportunities Fund GP Investors LP, Stonepeak GP Investors Holdings LP, Stonepeak GP Investors Upper Holdings LP, Stonepeak GP Investors Holdings Manager LLC, and Michael B. Dorrell (together, the "Stonepeak Investors") on October 15, 2025 that reflects shares of common stock beneficially owned

as of October 13, 2025. According to the Schedule 13G, the Stonepeak Investors have shared voting power and shared dispositive power with respect to 20,050,618 shares of our common stock that were purchased by Stonepeak CLNE-W Holdings LP pursuant to a warrant agreement dated December 12, 2023, between Stonepeak CLNE-W Holdings LP and our Company, that became exercisable by Stonepeak CLNE-W Holdings LP on December 12, 2025.

Based on a Schedule 13G/A filed by BlackRock, Inc. on April 17, 2025 that reflects shares of common stock beneficially owned as of March 31, 2025. According to the Schedule 13G/A, BlackRock, Inc. has sole voting power with respect to 14,376,363 shares of our common stock and sole dispositive power with respect to 14,715,639 shares of our common stock.

Based on a Schedule 13G/A filed by Grantham, Mayo, Van Otterloo & Co. LLC ("Grantham") on May 1, 2025 that reflects shares of common stock beneficially owned as of March 31, 2025. According to the Schedule 13G/A, Grantham has sole voting power and sole dispositive power with respect to 13,228,248 shares of our common stock.

The following table shows the amount and percentage of our common stock beneficially owned on April 16, 2026 by each of our named executive officers and current directors and by all of our current executive officers and current directors as a group:

Common Stock

Name of Beneficial Owner

Number

Andrew J. Littlefair(1)

3,252,970

1.48 %

Robert M. Vreeland(2)

1,691,817

Barclay F. Corbus(3)

2,145,877

Lizabeth A. Ardisana(4)

388,203

Patrick J. Ford(5)

174,372

Stephen A. Scully(6)

683,008

Vincent C. Taormina(7)

747,721

All current executive officers and current directors as a group (7 persons)(8)

9,083,968

4.12 %

* Represents less than 1%

Beneficial ownership consists of (a) 1,576,232 shares of common stock subject to stock options currently exercisable or exercisable within 60 days after April 16, 2026, and (b) 1,676,738 shares of outstanding common stock held directly.

Beneficial ownership consists of (a) 859,543 shares of common stock subject to stock options currently exercisable or exercisable within 60 days after April 16, 2026, and (b) 832,274 shares of outstanding common stock held directly.

Beneficial ownership consists of (a) 976,388 shares of common stock subject to stock options currently exercisable or exercisable within 60 days after April 16, 2026, and (b) 1,169,489 shares of outstanding common stock held directly or by an individual retirement account for the benefit of Mr. Corbus.

Beneficial ownership consists of (a) 257,658 shares of common stock subject to stock options currently exercisable or exercisable within 60 days after April 16, 2026, (b) 32,258 shares of common stock subject to restricted stock units vesting within 60 days after April 16, and (c) 98,287 shares of outstanding common stock held directly.

Beneficial ownership consists of (a) 83,154 shares of common stock subject to stock options currently exercisable or exercisable within 60 days after April 16, 2026, (b) 32,258 shares of common stock subject to restricted stock units vesting within 60 days after April 16, 2026, and (c) 58,960 shares of outstanding common stock held directly.

Beneficial ownership consists of (a) 383,345 shares of common stock subject to stock options currently exercisable or exercisable within 60 days after April 16, 2026, (b) 32,258 shares of common stock subject to restricted stock units vesting within 60 days after April 16, 2026, and (c) 267,405 shares of outstanding common stock held by the Scully Family Trust, over which Mr. Scully possesses sole voting and investment control.

Beneficial ownership consists of (a) 360,158 shares of common stock subject to options currently exercisable or exercisable within 60 days after April 16, 2026, (b) 32,258 shares of common stock subject to restricted stock units vesting within 60 days after April 16, 2026, and (c) 355,305 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.

Beneficial ownership consists of (a) 4,496,478 shares of common stock subject to stock options currently exercisable or exercisable within 60 days after April 16, 2026, (b) 129,032 shares of common stock subject to restricted stock units vesting within 60 days after April 16, 2026, and

(c) 4,458,458 shares of outstanding common stock held directly by our current 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.

Upon the recommendation of our nominating and corporate governance committee, our Board nominated our current directors Barclay F. Corbus, Andrew J. Littlefair, Stephen A. Scully, Lizabeth A. Ardisana, Patrick J. Ford, and Vincent

C. Taormina, for election as members of our Board at the Annual Meeting. As disclosed in our Current Report on Form 8-K filed on April 23, 2026, on April 22, 2026 our Board, based on the recommendation of our nominating and corporate governance committee, appointed Mr. Corbus as a director in connection with our Company's Chief Executive Officer Transition. Mr. Corbus will be standing for election to our Board for the first time at the Annual Meeting. Each of our director nominees, other than Messrs. Corbus and Littlefair, are independent directors within the meaning of applicable rules of The Nasdaq Stock Market LLC ("Nasdaq"). Each of the nominees is a current director of our Company and, other than Mr. Corbus, was elected by our stockholders at our 2025 annual meeting of stockholders.

Upon election at the Annual Meeting, each director will serve a 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 our 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 our Board or our 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 2025, all of our then-current directors attended our annual meeting of stockholders.

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 our Board's effectiveness as a whole based on the wealth of executive leadership experience they bring to our 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 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

Position(s) and Office(s)

Barclay F. Corbus

President, Chief Executive Officer and Director

Stephen A. Scully

Chairman of the Board

Lizabeth A. Ardisana

Director

Patrick J. Ford

Director

Andrew J. Littlefair

Director

Vincent C. Taormina

Director

Co., Niman Ranch, and Goodwill of San Francisco. Mr. Corbus earned an B.A. in government from Dartmouth College and an M.B.A from Columbia Business School.

Skills and Qualifications: Mr. Corbus brings to our Board his nineteen years of experience at the Company in senior executive positions leading corporate strategy, M&A and financing activities, as well as our growing RNG production and distribution businesses, which gives him unique insight into our Company's operations, challenges, and opportunities.

Skills and Qualifications: Mr. Scully brings to our Board the perspective of a founder and operator, along with extensive experience in the trucking and logistics industry and public-company board leadership.

Skills and Qualifications: 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.

Skills and Qualifications: Mr. Ford brings to our Board extensive experience in finance and accounting within the energy industry.

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

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

Under its charter and our corporate governance guidelines, our nominating and corporate governance committee is responsible for reviewing with our Board, on an annual basis, the requisite skills and characteristics of potential new Board members, as well as the composition of our 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 factors in the context of the needs of our Board.

Director 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 our 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 - Code of Ethics");

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 our nominating and corporate governance committee may consider these factors and any such other factors as it deems appropriate. Our 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.

Although we do not have a formal policy with respect to Board diversity, our nominating and corporate governance committee strives to assemble a board of directors that brings to our Company a variety of perspectives, skills and expertise. To achieve this, our nominating and corporate governance committee considers individuals diversity in the broadest sense, including persons diverse in geography, gender, ethnicity, age, and experience, including business, professional, governmental, community involvement and natural gas and energy industry experience, in recommending director nominees to our Board.

Our nominating and corporate governance committee assesses these and other factors as it deems appropriate in connection with its annual review of each director and our 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. Our 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 our Board or when a stockholder suggests a new director candidate that the committee or our Board decides to consider for appointment.

Board Refreshment

We aim to regularly bring new directors to our Board at a responsible pace to ensure our 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. The average tenure of our nominated Board members is eleven (11) years.

Key Qualifications, Skills and Attributes

Our nominating and corporate governance committee regularly reviews the appropriate skills and characteristics required of Board members in the context of the composition of our Board, our operating requirements, and the long-term interests of stockholders. When conducting its review of the key qualifications, skills and attributes desired of Board members, our 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 Experience

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 our 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.

From time to time, our nominating and corporate governance committee will also consider such other qualifications, skills and attributes as it deems appropriate given the needs of our Board and our 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, our nominating and corporate governance committee considers a number of factors, including those described above and each director's qualifications, skills and attributes in the areas identified by our nominating and governance committee as particularly important to our Board. In concluding that each of the director nominees should continue to serve as directors of our Company, our nominating and corporate governance committee considered their knowledge, experience and 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

Industry Experience

Government,

Legal and

Regulatory Expertise

Financial Expertise

Company

Board Experience

Barclay F. Corbus

√

Stephen A. Scully

√

Lizabeth A. Ardisana

√

Patrick J. Ford

√

Andrew J. Littlefair

√

Vincent C. Taormina

Vote Required for Approval of the Election of Directors

√

Directors are elected by a plurality of votes cast in the election of directors at the Annual Meeting. The six nominees who receive the highest number of affirmative votes will be elected as directors. Shares voted "Withhold" and broker non-votes are not counted as votes cast and will have no effect on the outcome of the election of directors.

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, 2026. KPMG LLP has audited our financial statements annually since 2001. Representatives of KPMG LLP are expected to be present at the Annual Meeting. They will have the opportunity to make a statement, if they desire to do so, and respond to appropriate questions from stockholders.

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, our audit committee may consider whether to retain the firm. Even if our stockholders ratify the appointment of KPMG LLP, our audit committee 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.

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

2024

($)

2025

($)

Audit Fees(1)

2,054,231

2,040,056

Audit-Related Fees

Tax Fees

All Other Fees

Total

2,054,231

2,040,056

(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 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 and Form S-3, including related consents and comfort letters) and other services that are normally provided by KPMG LLP in connection with statutory and regulatory filings or engagements.

Pursuant to our audit committee charter, all audit and permitted 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 our audit committee. Our 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, our 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 2024 and 2025 were pre-approved by our audit committee in accordance with the foregoing pre-approval policy.

The affirmative vote of a majority of the votes cast at the Annual Meeting is required to approve this Proposal 2.

Abstentions are not treated as votes cast and will not be counted in determining the outcome of this Proposal 2.

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 for filing with the SEC.

, C

Audit Committee: Patrick J. Ford, Chair 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.

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.

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 plan and other business objectives; our 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 our compensation committee's business judgment and experience. Please read the "Compensation Discussion and Analysis" in this Proxy Statement 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 2026 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 our Company, our 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 our compensation committee will evaluate whether any actions are necessary to address these concerns.

At our 2023 annual meeting of stockholders, a majority of stockholders voted to have a say-on-pay vote each year. As a result, we will conduct an advisory vote on executive compensation annually at least until the next stockholder advisory vote on the frequency of such votes. It is expected that the next such say-on-pay vote will occur at the 2027 annual meeting of stockholders.

The affirmative vote of a majority of the votes cast at the Annual Meeting is required to approve this Proposal 3. Abstentions and broker non-votes are not treated as votes cast and will not be counted in determining the outcome of this Proposal 3.

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

Nominating and

Board of Corporate

Directors Audit(1) Compensation(1) Governance

Directors:

Barclay F. Corbus

Stephen A. Scully (Chairman of the Board) I √

Lizabeth A. Ardisana I C √

Patrick J. Ford I C; F

Vincent C. Taormina I √ √ C

Andrew J. Littlefair

Meetings:

Held in 2025(2) 4(3) 4 3 2

I Determined by our Board to be an independent director, within the meaning of applicable rules of Nasdaq. C Committee Chair.

F Financial expert, as defined in the rules of Nasdaq and the SEC.

√ Committee member.

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

Each then director attended at least 75% of the total number of meetings of our Board and the applicable committees on which each he or she served that were held in 2025.

Our Board typically holds at least two executive sessions each year and held two such executive sessions in 2025.

We have established the following standing committees: an audit committee, compensation committee, and nominating and corporate governance committee. Our Board also creates committees from time to time to oversee financing transactions or other significant corporate matters. Our Board and standing committees meet as frequently as necessary in order to properly discharge their responsibilities. Each of our Board committees has the responsibilities described below. Copies of the current charters of our audit committee, compensation committee, and nominating and corporate governance committee, as adopted by our Board, are accessible on our website at https://investors.cleanenergyfuels.com/corporate-governance/governance-documents.

Audit Committee

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

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

Preapproving the provision of all audit services and permitted non-audit and tax services by the independent registered public accounting firm;

Reviewing and discussing with the independent registered public accounting firm the report by the independent registered public accounting firm concerning all critical accounting policies and practices used, alternative treatments of financial information within GAAP that have been discussed with management, and any other material written communications between the independent registered public accounting firm and management;

Reviewing and discussing with management and the independent registered public accounting firm any matters arising from the audit of our Company's financial statements that are expected to constitute "critical audit matters" as defined by applicable PCAOB auditing standards;

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 management of risks and the security of our information technology and cybersecurity systems and procedures;

Establishing and periodically reviewing with management procedures for employees to anonymously submit concerns regarding accounting or auditing matters;

Reviewing periodically with our independent registered public accounting firm and with management our financial reporting processes and internal controls;

Reviewing with our Company's General Counsel our compliance with legal and regulatory requirements;

Reviewing and discussing with management, the internal finance staff and the independent registered public accounting firm our Company's financial statements to be included in our Company's Annual Report on Form 10-K and any other annual report to stockholders, and, based on such review, recommending to our Board that the financial statements be so included;

Producing our audit committee report required by Item 407(d) of Regulation S-K for inclusion in this Proxy Statement;

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

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

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 annual base salaries and incentive opportunities of our executive officers and the compensation philosophy and objectives for our executive officers;

Reviewing and approving all of our compensation plans, policies and programs as they affect our executive officers, including incentive awards and opportunities, employment agreements and severance arrangements, change-in-control agreements and provisions affecting compensation and benefits and any special or supplemental compensation and benefits;

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 non-employee directors;

Overseeing our clawback policies and the stock ownership guidelines applicable to our executive officers and non-employee directors, and reviewing and recommending changes to these policies and guidelines as appropriate;

Reviewing and discussing with management the Compensation Discussion and Analysis required to be included in this Proxy Statement and the Annual Report on Form 10-K, and, based on such review, recommending to our Board that the Compensation Discussion and Analysis be so included;

Producing the compensation committee report for inclusion in this Proxy Statement in compliance with the rules and regulations promulgated by the SEC;

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

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

Making reports to our Board on compensation of the executive officers and actions of the committee; and

Overseeing the management of risks related to our compensation practices and policies.

Our compensation committee may designate one or more subcommittees, each to consist of two or more members, to which our compensation committee may delegate all of the committee's powers and authority to the extent provided in the approving resolutions and to the extent not limited by the laws of the State of Delaware, the Nasdaq rules, or any other applicable law, rule, or regulation.

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 our Board criteria to be used in screening and evaluating potential director candidates;

Reviewing, evaluating and recommending to our Board qualified director candidates and incumbent directors;

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;

Reviewing and making recommendations about our Board leadership structure and any changes to the charters of our standing committees after consultation with the respective committee chairs;

Ensuring that continuing education is available for directors, at our Company's cost;

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

Overseeing management of risks related to Board processes and composition, including director independence, and corporate governance matters; and

Recommending to our Board from time to time other compliance policies and guidelines as appropriate or necessary to ensure compliance with applicable securities laws or regulations or securities listing requirements.

Our 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 our Company and our stockholders. Mr. Scully has served as Chairman of the Board since January 2018, and Mr. Corbus has been the Chief Executive Officer of our Company since April 22, 2026. Prior to the Chief Executive Officer Transition (as described further below), Mr. Littlefair served as the Chief Executive Officer since June 2001. As Chairman of the Board, Mr. Scully focuses on organizing Board activities to enable our 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 our Board, provides the Chief Executive Officer ongoing direction regarding Board needs, interests and opinions, and ensures our Board agenda is appropriately directed toward matters significant to our Company. Separating the roles of Chairman of the Board and Chief Executive Officer allows Mr. Corbus, as Chief Executive Officer, to focus on managing the day-to-day direction and implementing the long-term strategic goals of our Company. The functions of our Board are carried out by the full Board and, when delegated, by our Board's committees. Each director is a full and equal participant in the major strategic and policy decisions of our Company.

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, artificial intelligence, 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, our Board and each of its committees regularly review and discuss, internally and with management, the material short-, intermediate-, and long-term risks confronting our business, based on reports prepared and delivered by management and outside advisors that address these risks and other information deemed relevant. Our 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 analyzed in depth by our Board at an annual strategic planning session with members of senior management. Due to the dynamic nature of risk and the business environment generally, management regularly updates our Board on key enterprise risks. Board and committee agendas and meeting materials are updated throughout the year so that emerging enterprise risks may be reviewed and discussed at relevant times. We believe this process facilitates our Board's ability to fulfill its oversight responsibilities of our Company's risks in a timely and effective manner. Our Board considers the risks and vulnerabilities we face when granting authority to management and approving business strategies and particular transactions.

Our Board performs its risk oversight function in part through its committees, which are comprised solely of independent directors. Each Board committee's risk oversight role is as follows:

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

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

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

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. Our 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 https://investors.cleanenergyfuels.com/corporate-governance/governance-documents. 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.

We have adopted an insider trading policy (our "Insider Trading Policy") that governs, among other things, purchases, sales, and/or other dispositions involving our securities by our directors, officers and employees. We believe our insider trading policies and procedures are reasonably designed to promote compliance with insider trading laws, rules, regulations, and applicable Nasdaq listing standards. Our Insider Trading Policy is filed as Exhibit 19.1 to our Annual Report on Form 10-K for the fiscal year ended December 31, 2025. Because our insider trading policies and procedures are designed to address transactions in our Company's securities by our directors, officers, and employees, we do not have formal insider trading policies or procedures that govern our purchase of our Company's securities.

We have adopted written corporate governance guidelines that set forth standards for director qualifications and responsibilities, Board committees, Board leadership structure, director compensation, director orientation and continuing education, management succession, Board self-evaluations, Board oversight of our Company's strategic planning, and director and officer stock ownership, among other things. Our 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/governance-documents.

At least annually, our Board and each of our standing committees conduct an evaluation of our Board and each of our directors. As part of this evaluation, our Board considers the areas in which our Board believes it could improve or be more effective. Each of our committees also conducts an evaluation of itself at least annually.

Our Board works with our nominating and corporate governance committee to evaluate potential successors to our Chief Executive Officer and to ensure that a Chief Executive Officer 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.

Disclaimer

Clean Energy Fuels Corporation published this content on April 30, 2026, and is solely responsible for the information contained herein. Distributed via Public Technologies (PUBT), unedited and unaltered, on April 30, 2026 at 15:16 UTC.