Item 5.02
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Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers;
Compensatory Arrangements of Certain Officers.
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Appointment of New Directors and Observer to the Audit Committee
Effective September 18, 2018, the board of directors (the Board) of Clean Energy Fuels Corp.
(the Company) appointed Mr. Momar Nguer and Mr. Philippe Montantême as new directors of the Company. In addition, also effective September 18, 2018, the Board appointed Ms. Isabelle Gaildraud as an observer
of the audit committee of the Board.
Messrs. Nguer and Montantême have been appointed as directors of the Company and
Ms. Gaildraud has been appointed as an observer of the audit committee of the Board pursuant to the director and observer designation rights granted to Total Marketing Services S.A. (TMS), a wholly owned subsidiary of Total S.A.
(Total), in the stock purchase agreement between the Company and TMS dated May 9, 2018, under which, among other things, TMS purchased 25.0% of the outstanding shares of the Companys common stock and the largest ownership
position of the Company. Such share purchase and the other transactions and relationships related thereto are described in further detail in Part II, Item 5 of the Companys Quarterly Report on
Form 10-Q
filed with the Securities and Exchange Commission (SEC) on May 10, 2018 and in the Companys Current Report on
Form 8-K
filed
with the SEC on June 13, 2018, and the agreements related to such transactions are filed or incorporated by reference as exhibits to such reports. All such descriptions and agreements are incorporated herein by reference.
Mr. Nguer, 62, currently serves as President of TMS and as a member of the Executive Committee of the Total group of companies
(referred to as the Total Group). Mr. Nguer began his career in 1982 in Hewlett Packard Frances Finance Department. He joined the Total Group in 1984, serving in various downstream positions. He was appointed Vice President,
Marketing of the Total Groups Senegal operations in 1985, and Vice President, Retail Network & Consumers of the Total Groups Africa operations in 1991. Mr. Nguer became Chief Executive Officer of the Total Groups
marketing affiliate in Cameroun in 1995, and Chief Executive Officer of the Total Groups marketing affiliate in Kenya in 1997. In 2000, he was appointed Executive Vice President, Total East Africa & Indian Ocean in the Total
Groups Refining & Marketing business. From 2007 to 2011, he served as Vice President, Aviation Fuel at Total Refining & Marketing, and from December 2011 to April 2016, he served as Senior Vice President, Africa and
the Middle East at TMS. Mr. Nguer was appointed to his current positions with Total and TMS in April 2016. Mr. Nguer has also served as a member of the Total Groups Performance Management Committee since January 2012, and
Chairman of the Group Diversity Council since August 2015. Mr. Nguer received a Master in Public Law from the University of Paris and a MBA from ESSEC Business School.
Mr. Montantême, 58, currently serves as Senior Vice President, Strategy Marketing Research of TMS. Mr. Montantême
joined the Total Group in 1984 and served in various operational positions in France and Africa. He joined the Strategy Development team of the Total Group in 1984, and became Head of Strategy for the Total Groups downstream activities in
Africa and the Middle East in 1996. From 1999 to 2004, Mr. Montantême occupied several positions in the Total Groups Lubricants business unit, including Head of the Global Supply Chain. From 2005 to 2011, he served as Vice President
of the Total Groups Special Fluids business unit, and from 2011 to 2013, he returned to the Total Groups Lubricants business unit to serve as Vice President. In July 2013, he was appointed to his current position with TMS.
Mr. Montantême graduated as a Chemical Engineer from the École Nationale Supérieure de Chimie in Toulouse and also holds an MBA from the EM Lyon Business School.
Ms. Gaildraud currently serves as the Senior Vice President Corporate Affairs & Americas of TMS. She joined Total in 1986 in the
Economic Studies Division and has served in various positions since that time. In 1989, she moved to the Holding Finance division where she spent almost 10 years in Financing and Budget reporting. She became Head of the Group Media Relations in
1997, and Senior Vice President Exploration & Production Human Resources & Communications and a member of the E&P Management Committee in 2008. Ms. Gaildraud was appointed to her current position with TMS in January 2017.
Ms. Gaildraud graduated from ENSPM (Institut Français du Pétrole School) engineering school and holds a Masters in Pure Mathematics (University Pierre & Marie Curie) and a Doctorate in Economics.
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