Barclay Corbus - Senior Vice President, Strategic Development and Head of Renewable Fuels | Clean Energy Fuels (CLNE) Executive Profile & Compensation

About Barclay Corbus

Barclay F. Corbus is Senior Vice President, Strategic Development and Head of Renewable Fuels at Clean Energy Fuels (CLNE), age 58, in this role since December 2021 and at CLNE since September 2007 . He holds an A.B. from Dartmouth and an MBA from Columbia; prior roles include Co‑CEO and Head of Investment Banking at WR Hambrecht + Co and 10 years at DLJ . Company performance context for 2024: adjusted EBITDA was $76.642 million, net loss was $83.070 million, and RNG fuel volumes reached 236.7 million GGEs; CLNE’s cumulative TSR value per $100 initial investment stood at $107.26 at year-end 2024 . His compensation program ties pay to profitability and operating metrics, plus equity with three‑year vesting; in 2025 CLNE added PSUs tied to stock price and negative carbon intensity dairy gas sales, further strengthening pay-for-performance .

Past Roles

Organization	Role	Years	Strategic Impact
Clean Energy Fuels	SVP, Strategic Development	Sep 2007 – Dec 2021	Led strategic development; foundation for RNG pivot
Clean Energy Fuels	SVP, Strategic Development and Head of Renewable Fuels	Dec 2021 – Present	Leads RNG strategy and growth initiatives
WR Hambrecht + Co	Co‑CEO and Director	Jul 2003 – Sep 2007	Oversaw investment bank that managed CLNE’s IPO
WR Hambrecht + Co	Head of Investment Banking	Oct 2000 – Jul 2003	Built IB franchise; capital markets execution
Donaldson, Lufkin & Jenrette	Investment Banking	1989 – 1999	Transaction execution and advisory experience

External Roles

Organization	Role	Years
Beyond, Inc.	Director (public company)	Not disclosed
College of the Atlantic	Trustee	Not disclosed
Alaska Energy and Resources Co	Prior Director	Not disclosed
WR Hambrecht + Co	Prior Director	Not disclosed
Niman Ranch	Prior Director	Not disclosed
Goodwill of San Francisco	Prior Director	Not disclosed

Fixed Compensation

Year	Base Salary ($)	Notes
2023	500,000	Merit increase path to retention
2024	535,000	+7% YOY merit increase

Year	Salary ($)	Stock Awards ($)	Option Awards ($)	Non‑Equity Incentive ($)	All Other ($)	Total ($)
2022	478,888	—	—	152,133	13,500	644,521
2023	495,940	—	985,000	209,973	11,903	1,702,816
2024	534,768	1,140,000	298,500	335,987	10,350	2,319,605

Performance Compensation

Metric	Weight	Base Target	Middle Target	Max Target	Actual 2024	Payout vs Target
Adjusted EBITDA ($000s)	30%	67,000	74,100	84,000	76,642	103% of middle; prorated between middle and max
Strategic Initiatives	20%	Qualitative	Qualitative	Qualitative	Base achieved	71% of middle for Corbus
Fuel Volume (GGEs, 000s)	15%	294,000	309,400	325,000	297,530	96% of middle; prorated base to middle
RNG Volume (GGEs, 000s)	15%	232,000	244,600	257,000	236,766	97% of middle; prorated base to middle
Fuel Margin per GGE ($)	10%	0.478	0.503	0.528	0.562	Above max; maximum payout
O&M Services Margin ($000s)	5%	18,800	19,800	20,800	18,968	96% of middle; prorated base to middle
O&M Services Margin %	5%	36.2%	38.1%	40.0%	33.3%	Below base; no payout

Annual bonus structure: Corbus target bonus is 70% of base salary; 2024 payout was 89.7% of target, resulting in $335,987 .

2024 Equity Awards	Grant Date	Type	Shares/Units	Vesting	Strike	Fair Value ($)
Annual grant	3/04/2024	RSUs	400,000	Time‑based; vests over 3 years	—	1,140,000
Annual grant	3/04/2024	Stock Options	150,000	Time‑based; vests over 3 years; 10‑year term	2.85	298,500

Multi‑year incentives: 2021 performance stock options include RNG supply vesting tranches (first tranche vested) and a premium share price option requiring a $14.00 average over 20 trading days (not achieved to date) . In 2025, PSUs added: 33% PSUs and 67% RSUs mix for Corbus; PSUs split 50% stock price hurdles and 50% negative CI dairy gas sales CAGR over three years .

Equity Ownership & Alignment

Beneficial Ownership	Shares/Units	Notes
Total beneficial ownership	2,110,936	Less than 1% of outstanding shares
Direct/IRA shares	1,166,548	Held directly/IRA
Options currently exercisable or within 60 days	944,388	Exercisable within 60 days of 3/25/2025
Unvested RSUs at 12/31/2024	400,000	Valued at $1,004,000 at $2.51/share
Shares pledged as collateral	None	Hedging prohibited; pledging/margin restricted
Ownership guidelines	1.5x salary for non‑CEO; satisfied as of Record Date	Options not counted toward compliance

Company insider policy prohibits hedging and generally pledging/margin unless independent asset substitution capacity is demonstrated; none of executives/directors had pledged CLNE shares as of the proxy date .

Employment Terms

Employment agreement: Executed 12/31/2015; auto‑renews annually on 12/31; guarantees no less than 2015 base; annual bonus eligibility at 50%/70%/100% of salary for base/middle/max Company performance respectively (target at middle) .
Severance (non‑CIC): Lump sum equals 150% of current base salary plus 150% of prior year actual bonus, accrued vacation, and deferred comp; one year benefits continuation; full-year bonus for year of termination paid after year end; double‑trigger vesting on equity if terminated without cause .
Severance (CIC, double‑trigger): 225% of current base salary and 225% of prior year actual bonus (plus accrued and deferred items) and one year benefits; double‑trigger equity vesting if awards assumed and employment terminates for good reason/without cause within 12 months; single‑trigger vesting if awards not assumed at change in control .
Definitions: Good Reason includes material diminishment of duties/compensation/reporting or relocation; Cause includes material dishonesty, felony conviction with moral turpitude, or material breach of covenants; CIC includes 40%+ voting power change, certain mergers, asset sales, or board turnover .
Clawback: Formal clawback policy updated 2023 to align with SEC/Nasdaq requirements .

Potential Payments for Termination (as of 12/31/2024)	Voluntary	Good Reason	Involuntary (No Cause)	Failure to Renew	For Cause	CIC Termination	Death/Disability
Cash severance ($)	—	1,453,098	1,453,098	1,453,098	—	2,011,653	—
Benefits (PV) ($)	—	32,599	32,599	32,599	—	32,599	—
Accrued vacation ($)	61,731	61,731	61,731	61,731	61,731	61,731	61,731
RSU vesting ($)	—	—	1,004,000	1,004,000	—	1,004,000	1,004,000
Option vesting ($)	—	—	—	—	—	—	—
Total ($)	61,731	1,547,428	2,551,428	2,551,428	61,731	3,109,983	3,109,983

Investment Implications

Alignment and structure: Corbus’ package emphasizes operating performance (EBITDA, volumes, margins) and long‑term equity with three‑year vesting; 2025 PSUs add explicit stock price and negative CI dairy gas sales hurdles, improving pay-for-performance and potential equity upside on execution . Double‑trigger CIC treatment, no excise tax gross‑ups, and a formal clawback and anti‑hedging/pledging policy signal balanced governance and alignment with shareholders .
Retention and pressure points: Non‑CIC severance at 150% of salary and prior bonus, and CIC severance at 225% for Corbus, provide meaningful retention economics; RSUs vesting over three years and no in‑the‑money unvested options at 12/31/2024 reduce near‑term forced selling risk, though typical liquidity events around vest dates can create episodic supply; ownership guidelines met and no pledging reduces alignment risk .
Execution track record context: 2024 actuals met or exceeded several targets (EBITDA, fuel margin per GGE) while volumes were slightly below middle targets; CLNE reported RNG volumes of 236.7 million GGEs and reinforced RNG development scale, consistent with Corbus’ remit, suggesting medium‑term equity incentive realizability if PSUs goals are achieved .
Overall: Compensation design and policies are investor‑friendly; retention economics are material but not excessive. Watch PSU calibration and progress on RNG growth and stock price hurdles as leading indicators for future payouts and potential trading signals tied to vesting/realization .