Aimeric Ramadier
Clean Energy FuelsAbout Aimeric Ramadier
Aimeric Ramadier joined Clean Energy Fuels Corp.’s Board on September 10, 2025 as a director designated by TotalEnergies Marketing Services SAS; he is not assigned to any Board committee and has voluntarily waived director compensation, receiving only reimbursement of reasonable out-of-pocket expenses . He was appointed senior representative USA for TotalEnergies in September 2025 and previously led Strategy & Supply for TotalEnergies’ Marketing & Services division; he is a graduate of ENA and Sciences Po Paris and holds a law degree .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| TotalEnergies (Marketing & Services) | Senior Representative USA | Appointed Sept 2025 | External stakeholder representation |
| TotalEnergies (Marketing & Services) | Head of Strategy & Supply (oversaw strategy, M&A, products supply policy, innovation, public affairs/advocacy) | 2023–2025 | Enterprise strategy and policy leadership |
| TotalEnergies (Marketing & Services) | Talent Development; Operations leader for Oceania & Southeast Asia (managed 12 country affiliates across retail, lubricants, specialties, logistics) | Starting 2018 (roles 2018–2023) | Regional P&L and multi-country operations |
| TotalEnergies (Exploration & Production) | Country Delegate (Australia, Malaysia, Brunei) | Starting 2016 | Country leadership and regulatory interface |
| TotalEnergies (Refining & Chemicals) | Reorganization projects; General Secretary of La Mède refinery during bio-refinery conversion | Joined 2012 | Asset conversion and industrial change management |
| French Civil Service | Ministry for Public Administration & State Reform; Advisor to the French Presidency | Advisor in 2007; civil service prior | Public policy and government affairs |
External Roles
| Organization | Role | Tenure | Focus/Notes |
|---|---|---|---|
| TotalEnergies | Senior Representative USA | Sept 2025–present | U.S. corporate affairs and stakeholder engagement |
| TotalEnergies | Head of Strategy & Supply (M&S) | 2023–2025 | Strategy, M&A, supply policy, innovation, advocacy |
| TotalEnergies | Regional Operations Lead (Oceania & SE Asia) | 2018–2023 | Managed 12 affiliates (retail, lubricants, logistics) |
| TotalEnergies | Country Delegate (E&P) | 2016– | Country leadership for Australia, Malaysia, Brunei |
| TotalEnergies | General Secretary, La Mède refinery | From 2012 | Oversaw conversion into a bio-refinery |
Board Governance
- Committee assignments: Appointed to fill a vacancy on Sept 10, 2025; will not serve as a member of any Board committee .
- Independence status: Not disclosed for Ramadier; note that in the 2025 proxy, prior TotalEnergies designees (Boissy-Rousseau and Soulas) were identified among nominees who were not independent, while other nominees (excluding CEO) were independent .
- Attendance: No attendance disclosure yet for Ramadier; CLNE disclosed that each director attended at least 75% of Board/committee meetings in 2024, with Board holding 4 meetings and two executive sessions; committee meetings: Audit 4, Compensation 4, Nominating & Governance 2 .
- TotalEnergies designation rights: Under a 2018 Stock Purchase Agreement, Total Marketing Services S.A.S. (TMS) has the right to designate up to two directors and an observer; CLNE must appoint/nominate those designees and provide committee representation or observer rights; rights continue subject to ownership thresholds . A voting agreement authorizes TMS to vote shares held by then-directors/officers on election of TMS designees .
- Observer: The audit committee had an observer designated by TMS (Anne de Peyrelongue) under these rights .
Fixed Compensation
| Component | Policy Amount | Applies to Ramadier? | Notes |
|---|---|---|---|
| Annual Director Cash Retainer | $70,000 | Waived | 2024–2025 policy; Ramadier waived compensation |
| Board Chair Retainer | $60,000 | N/A | Applies to independent Chair; policy detail |
| Audit Chair Retainer | $15,000 | N/A | Policy detail |
| Compensation Chair Retainer | $10,000 | N/A | Policy detail |
| Nominating & Governance Chair Retainer | $5,000 | N/A | Policy detail |
| Audit Committee Member Retainer | $5,000 | N/A | Policy detail |
| Compensation Committee Member Retainer | $4,000 | N/A | Policy detail |
| Nominating & Governance Committee Member Retainer | $3,000 | N/A | Policy detail |
| Expense Reimbursement | Actuals reimbursed | Yes | Reasonable out-of-pocket expenses reimbursed |
Performance Compensation
| Equity Component | Policy | Applies to Ramadier? | Notes |
|---|---|---|---|
| Annual Director Equity | $120,000 value; 50% options + 50% RSUs; generally granted at annual meeting; vests in one year | Waived | Ramadier waived director compensation; company will only reimburse expenses |
Directors do not have performance-metric-based compensation; equity awards are time-based per the Directors’ Compensation Policy . Ramadier has voluntarily waived both cash and equity compensation .
Other Directorships & Interlocks
- Current public company boards: None disclosed beyond CLNE .
- Interlocks/relationships: Ramadier represents TotalEnergies, CLNE’s largest shareholder via TMS with 51,788,569 shares (23.12% of outstanding as of March 25, 2025) and director designation/voting agreement rights; CLNE recorded ordinary-course transactions with TotalEnergies and affiliates, including $3.6 million paid on commodity swaps in 2024 and recognized $0.0 million revenue on RINs/LNG/AFTC in 2024 .
- Item 404 related-party: The 8-K states Ramadier is not party to any transaction requiring disclosure under Item 404(a) .
Expertise & Qualifications
- Education: École Nationale d’Administration (ENA), Sciences Po Paris, law degree .
- Technical/industry expertise: Strategy & supply, M&A, multi-country operations, refining conversion, renewable fuels (bio-refinery); senior leadership across TotalEnergies business segments .
- Government/public policy: Prior service in French civil service and advisor to the French Presidency .
Equity Ownership
- Director stock ownership guidelines: Independent directors must hold $180,000 in CLNE shares within five years; options not counted; all independent directors were in compliance as of Record Date; the Board has determined the guidelines do not apply to TMS designees Boissy-Rousseau/Soulas while they waive compensation; no explicit statement yet for Ramadier .
- Beneficial ownership context: TotalEnergies/TMS beneficially owned 51,788,569 shares (23.12%) with shared voting power and director designation rights; TMS also holds proxies from then-directors/officers per voting agreement for elections of its designees .
Governance Assessment
- Independence and committee access: Ramadier does not serve on Board committees, limiting direct involvement in audit/compensation/governance oversight . Prior TotalEnergies designees were not independent, signaling reduced board independence for shareholder-designated seats .
- Compensation alignment: Ramadier’s waiver of all director compensation (cash/equity) removes pay-linked alignment mechanisms but also reduces pay-related conflicts; expense-only reimbursement is disclosed .
- Related-party exposure and conflicts: CLNE’s longstanding arrangements with TotalEnergies include director designation, voting agreements, commodity swaps (paid $3.6 million in 2024), and a 50/50 RNG joint venture (management fee revenue $0.3 million in 2024)—all reviewed under audit committee policies for related-party transactions; Ramadier’s representation of TotalEnergies elevates monitoring needs on potential conflicts in transactions or strategic decisions .
- Board effectiveness signals: 2024 Board conducted executive sessions (two) and maintained committee activity; however, attendance for Ramadier is not yet disclosed given his late-2025 appointment .
RED FLAGS
- Major shareholder influence: Director designation and proxy voting rights granted to TMS (TotalEnergies) can constrain board independence; prior designees were not independent .
- Related-party footprint: Ongoing swaps/JV with TotalEnergies require rigorous audit committee oversight to mitigate conflict risks .
Mitigants
- Audit committee oversight of related-party transactions per charter; indemnification agreements in place; Ramadier’s compensation waiver reduces direct pay conflicts .