Clean Energy Fuels (CLNE) Proxy Filing summary

Executive summary

• Annual meeting scheduled for May 22, 2025, will be held virtually via live audio webcast.

• Supplement provides updated information regarding the Amended and Restated 2024 Performance Incentive Plan.

Voting matters and shareholder proposals

• Stockholders are asked to vote on the Amended and Restated 2024 Performance Incentive Plan (Proposal 4).

• Board recommends a vote "FOR" the approval of the Amended 2024 Plan.

Executive compensation and say-on-pay

• As of March 14, 2025, weighted-average exercise price for all outstanding options is $5.47.

• Weighted-average remaining term for all outstanding options is 6.52 years.

• Performance-based vesting options have a weighted-average exercise price of $6.77 and remaining term of 6.74 years.

• Non-performance-based options have a weighted-average exercise price of $4.99 and remaining term of 6.44 years.