CLEAN ENERGY FUELS CORP (CLNE)
Sector: Energy
2026 Annual Meeting Analysis
CLEAN ENERGY FUELS CORP · Meeting: June 10, 2026
Directors FOR
2
Directors AGAINST
4
Say on Pay
FOR
Auditor
AGAINST
Director Elections
Election of Directors
Against Analysis
Mr. Scully has served on the board since January 2014, well beyond the 24-month exemption. Clean Energy's 3-year stock return is -44%, which is 51.1 percentage points below the compensation peer group median of +7.1% — far exceeding the 20-percentage-point trigger that applies when absolute returns are negative. The 5-year check provides no relief: CLNE's 5-year return of -79.3% is 35 percentage points below the peer median of -44.3%, which again exceeds the 20-percentage-point threshold for negative absolute returns, confirming sustained underperformance rather than a temporary trough. As Chairman of the Board, Mr. Scully bears particular accountability for this extended period of value destruction relative to peers.
Ms. Ardisana has served since December 2019, well beyond the 24-month exemption. The same 3-year TSR gap of -51.1 percentage points versus the peer median triggers a vote against, and the 5-year check also fails (CLNE -79.3% vs. peer median -44.3%, a gap of -35 percentage points that exceeds the 20-point threshold for negative absolute returns), confirming that underperformance is not a recent aberration.
Mr. Littlefair has served as a director since June 2001 and was CEO throughout 2025, making him squarely within scope of the TSR trigger. CLNE's 3-year return of -44% trails the peer group median by 51.1 percentage points (threshold: 20 points), and the 5-year return of -79.3% trails the peer median by 35 percentage points — both well above the applicable thresholds, confirming sustained underperformance on his watch. As the policy makes clear, a vote against an executive director on TSR grounds is independent of the Say on Pay analysis.
Mr. Taormina has served since April 2008, far beyond the 24-month exemption. The 3-year TSR gap of -51.1 percentage points versus the peer median exceeds the 20-point trigger, and the 5-year gap of -35 percentage points versus the peer median also exceeds the 20-point threshold for negative absolute returns, leaving no basis to downgrade the vote to a FOR.
For Analysis
Mr. Corbus was appointed as a director only in April 2026, well within the 24-month new-director exemption window, so the TSR underperformance trigger does not apply to him; he brings nearly two decades of senior executive experience at Clean Energy and relevant qualifications.
Mr. Ford joined the board in March 2024, which is approximately 26 months before the meeting date — just over the 24-month exemption window; however, given that his tenure covers less than half of the 3-year underperformance period and he joined well after the underperformance was already established, the policy instructs us to flag but not automatically vote against directors whose tenure covers less than half the period, and he brings strong, directly relevant financial and energy-sector audit expertise as a former KPMG audit partner and the board's designated financial expert.
The TSR underperformance trigger fires for four of the six director nominees. Clean Energy's stock has lost 44% over the past three years while the company's own compensation peer group gained a median of 7.1% — a gap of 51.1 percentage points, far above the 20-point threshold that applies when absolute returns are negative. The 5-year picture is equally poor, ruling out the mitigant that would apply if underperformance were a recent blip. Votes are FOR the two newer directors (Corbus, exempt as a brand-new director; Ford, whose very brief tenure covers less than half the underperformance period and who joined after underperformance was already established) and AGAINST the four long-tenured directors (Scully, Ardisana, Littlefair, Taormina) who have overseen this sustained destruction of shareholder value relative to peers.
Say on Pay
✓ FORCEO
Andrew J. Littlefair
Total Comp
$2,698,546
Prior Support
87%%
The CEO received total compensation of approximately $2.7 million in 2025, which is reasonable for a CEO at a roughly $500 million market-cap energy company and does not appear to exceed the +20% benchmark threshold that would trigger a vote against on pay level grounds alone. The compensation program shows meaningful improvements that address prior shareholder feedback: the company held the CEO's base salary flat, reduced equity grant values by 20-60% across the named executive officers, and introduced performance stock awards for the first time in 2025 — with 50% of the CEO's equity tied to measurable targets including stock price hurdles and dairy gas sales growth metrics — shifting the program toward a genuine pay-for-performance structure. Prior year Say on Pay support was 87%, well above the 70% threshold that would require visible changes, and the company engaged seven shareholders representing 43% of ownership to design the program, demonstrating responsive governance even against a backdrop of sustained stock underperformance.
Auditor Ratification
✗ AGAINSTAuditor
KPMG LLP
Tenure
25 yrs
Audit Fees
$2,040,056
Non-Audit Fees
$0
KPMG has audited Clean Energy's financial statements since 2001, giving it exactly 25 years of continuous tenure, which meets the policy threshold of 25 or more years that triggers a vote against ratification unless the audit committee provides a specific and compelling justification for continued engagement. The proxy does not disclose any such justification — there is no discussion of audit quality metrics, recent lead partner rotation plans, or a concrete multi-year rotation schedule. On the positive side, non-audit fees are zero, so there is no independence concern from non-audit work, but the tenure threshold stands on its own as a governance concern about long-term auditor independence.
Overall Assessment
The 2026 Clean Energy Fuels annual ballot presents three standard proposals. The most significant issue is sustained stock underperformance: CLNE's shares have lost 44% over three years while the company's own peer group gained a median of 7%, triggering votes against four of six director nominees (Scully, Ardisana, Littlefair, and Taormina) who have served long enough to be held accountable for this record. The Say on Pay vote earns a FOR based on improved program design and reasonable pay levels, while KPMG's ratification earns an AGAINST solely due to its 25-year continuous tenure without a disclosed rotation plan or other compelling justification from the audit committee.
Compensation Peer Group
15 companies disclosed in 2026 proxy filing