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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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Departure of Director
TotalEnergies Marketing Services SAS (“TEMS”),
a wholly owned subsidiary of TotalEnergies SE, has decided to replace Philippe Charleux, one of its director designees, with Ms. Karine
Boissy-Rousseau, as described below. As such, on December 7, 2021, Mr. Charleux resigned from the board of directors (“Board”)
of Clean Energy Fuels Corp. (the “Company”), effective immediately.
Appointment of New Director
On December 7, 2021, the Board filled the vacancy
created by Mr. Charleux’s resignation by appointing Ms. Boissy-Rousseau as a director of the Company, effective immediately. Ms.
Boissy-Rousseau will not serve as a member of any committee of the Board.
Ms. Boissy-Rousseau has been appointed as a director
of the Company pursuant to and in accordance with the director designation rights granted to TEMS in that certain Stock Purchase Agreement
between the Company and TEMS, dated May 9, 2018, under which, among other things, TEMS purchased shares representing at the time
25% of the outstanding common stock of the Company, which represented the largest ownership position among shareholders 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 Company’s Quarterly Report on Form 10-Q, filed with the Securities and Exchange Commission (“SEC”) on May 10, 2018, and in the Company’s 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.
Ms. Boissy-Rousseau, 48, has served as Senior Vice
President New Mobility and Marketing of TEMS since September 1, 2021. Before that, Ms. Boissy-Rousseau was President of Air Liquide Hydrogen
Mobility & Energy, where she led the development of hydrogen activities in the transportation sector for North America since 2019.
Prior to that, she was Managing Director of Air Liquide Benelux Industries from 2016 to 2019 and General Manager of Air Liquide France
Industries in Paris from 2012 to 2016. Ms. Boissy-Rousseau holds a Master’s degree in Chemical Engineering from Ecole Nationale
des Industries Chimiques, Nancy and also a Master’s degree in Marketing and Management from Conservatoire National des Arts et Métiers,
Paris.
Ms. Boissy-Rousseau has voluntarily waived her
right to receive compensation for her services as a director of the Company. As a result, the Company will not compensate Ms. Boissy-Rousseau
pursuant to the Company’s compensation arrangements for its other non-employee directors, but rather will only reimburse Ms. Boissy-Rousseau
for her reasonable out-of-pocket expenses.
The Company has entered into an indemnification
agreement with Ms. Boissy-Rousseau in the same form as the indemnification agreements the Company has entered into with its other directors,
which form has been filed or incorporated by reference as Exhibit 10.4 to the Company’s Registration Statement on Form S-1, filed with the SEC on March 27, 2007. In general, the indemnification agreement provides for, among other things, indemnification
of each such person by the Company to the fullest extent authorized or permitted by law, subject to certain limited exceptions.
Except as set forth above, there are no arrangements
or understandings between Ms. Boissy-Rousseau and any other person pursuant to which Ms. Boissy-Rousseau was selected as a director of
the Company, there are no family relationships between Ms. Boissy-Rousseau and any of the Company’s other directors or executive
officers, and Ms. Boissy-Rousseau is not a party to any transaction that would require disclosure under Item 404(a) of Regulation S-K
promulgated by the SEC.