Lizabeth Ardisana
Clean Energy FuelsAbout Lizabeth Ardisana
Independent director of Clean Energy Fuels Corp. since December 2019; age 74 as of the 2025 proxy. She is CEO and principal owner of ASG Renaissance, LLC (founded 1987) and CEO of Performance Driven Workforce, LLC (founded 2015), with deep operating experience across automotive, environmental, and public-sector clients. Education: B.S. in Mathematics & Computer Science (University of Texas), M.S. in Mechanical Engineering (University of Michigan), and MBA (University of Detroit) . CLNE’s board affirms her independence under Nasdaq rules; all directors attended the 2024 annual meeting .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| ASG Renaissance, LLC | Chief Executive Officer & Principal Owner | Founded 1987; ongoing | Technical and communication services across multiple sectors |
| Performance Driven Workforce, LLC | Chief Executive Officer | Founded 2015; ongoing | Scheduling and staffing; expanded into five states |
| Michigan Economic Development Corporation | Executive Board appointee | Ongoing | Finance committee |
| Wayne Health | Vice Chair | Ongoing | Audit committee member |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Hannon Armstrong Sustainable Infrastructure Capital, Inc. | Director | Appointed Oct 10, 2022; ongoing | Board-level climate solutions investor |
| LeddarTech Holdings | Director | Since 2024; ongoing | Board member |
| Huntington Bancshares Inc. | Director (prior) | 2016–2023 | Board service at large regional bank |
| FirstMerit Corporation | Director (prior) | 2013–2016 | Board service (acquired by Huntington) |
| Non-profit leadership (e.g., CS Mott Foundation, Kettering University, Metropolitan Affairs Coalition, Focus: Hope; United Way SE Michigan; Skillman Foundation) | Various leadership roles | Various | Civic engagement; former chair at United Way SE Michigan |
Board Governance
- Committee assignments: Chair, Compensation Committee; Member, Nominating & Corporate Governance Committee .
- Independence: Board-determined independent director (Nasdaq) .
- Attendance: Each director attended at least 75% of Board and applicable committee meetings in 2024; the Board held 4 meetings, Audit 4, Compensation 4, Nominating 2; Board held two executive sessions in 2024; all directors attended the 2024 annual meeting .
- Director stock ownership guidelines: Independent directors must hold ≥$180,000 of CLNE stock within 5 years of initial election; all independent directors are in compliance as of the record date (guidelines do not apply to TMS designees who waive compensation) .
Fixed Compensation
| Component | 2024 Amount ($) | 2025 Amount ($) |
|---|---|---|
| Annual Cash Retainer | 70,000 | 70,000 |
| Compensation Committee Chair Retainer | 10,000 | 10,000 |
| Nominating & Corporate Governance Committee Member Retainer | 3,000 | 3,000 |
| Audit Committee Member Retainer (if applicable) | — | — |
| Board Chair Retainer (not applicable to Ardisana) | — | — |
| Note: 2023 clerical underpayment corrected in 2024 | 3,000 (one-time) | — |
Director-level compensation paid in 2024:
- Fees earned or paid in cash: $86,000 (includes $3,000 clerical true-up for 2023) .
- Total 2024 director compensation (cash + equity grant-date fair values): $205,997 .
Performance Compensation
- Annual equity award policy: $120,000 grant value; 50% non-statutory stock options and 50% RSUs; typically granted on annual meeting date; one-year vesting (or earlier on the date prior to the following year’s annual meeting), subject to continued service; awards under the 2024 Plan and applicable award agreements .
- Non-Employee Director annual grant-date fair value cap: $400,000 per calendar year; $600,000 for independent Chair or for a new director’s first year .
- Change-in-control treatment under the plan: If awards are not assumed/substituted, outstanding awards generally vest at target; the Administrator may set other provisions; minimum one-year vesting for awards (except up to 5% pool) .
| Equity Award (2024 Grants) | Shares/Units | Grant-Date Fair Value ($) | Exercise Price ($) | Vesting |
|---|---|---|---|---|
| RSUs (2024 Director RSU Grant) | 22,900 | 59,998 | — | One installment on first anniversary of grant, subject to continued service |
| Stock Options (2024 Director Option Grant) | 32,608 | 59,998 | 2.62 | One installment on first anniversary of grant, subject to continued service |
Other Directorships & Interlocks
| Company | Industry Link to CLNE | Interlock/Conflict Risk |
|---|---|---|
| Hannon Armstrong Sustainable Infrastructure Capital, Inc. | Climate/Infrastructure finance; no disclosed CLNE transactions | No related-party transactions disclosed involving Ardisana |
| LeddarTech Holdings | Automotive sensing; no disclosed CLNE transactions | No related-party transactions disclosed involving Ardisana |
| Huntington Bancshares Inc. (prior) | Banking; no disclosed CLNE transactions | No related-party transactions disclosed involving Ardisana |
| FirstMerit Corporation (prior) | Banking; no disclosed CLNE transactions | No related-party transactions disclosed involving Ardisana |
Note: CLNE’s primary related-party arrangements center on TotalEnergies/Total Marketing Services (TMS) equity/board designation rights, registrations, and committee observer provisions; not linked to Ardisana .
Expertise & Qualifications
- Senior leadership and operating expertise as multi-decade CEO and business owner .
- Automotive and environmental industry relationships and experience .
- Governance and regulatory exposure via public company boards and civic/non-profit leadership .
- Board’s skills matrix recognizes her contributions across senior leadership, RNG/natural gas industry familiarity, government/legal/regulatory expertise, financial expertise, and company board experience .
Equity Ownership
| Beneficial Ownership (as of Mar 25, 2025) | Shares | Notes |
|---|---|---|
| Options currently exercisable or exercisable within 60 days | 212,546 | Vested or near-term exercisable options |
| RSUs vesting within 60 days | 22,900 | Short-term vesting RSUs |
| Shares held directly | 66,029 | Direct ownership |
| Total beneficial ownership | 301,475 | Less than 1% of outstanding (“*” per proxy) |
| Shares outstanding at record date | 223,963,626 | For percentage context |
| Compliance with director stock ownership guidelines | In compliance | Required ≥$180,000 value within 5 years; all independent directors in compliance |
Governance Assessment
- Board effectiveness: As Compensation Committee Chair and member of Nominating & Governance, Ardisana is positioned at the center of pay design, clawback and ownership policies, and board refreshment. The committee met 4 times in 2024; the board held executive sessions and directors maintained ≥75% attendance, indicating baseline engagement .
- Pay and alignment: Director pay mixes time-based RSUs and options (no performance metrics), with reasonable cash retainers; annual equity vesting is one year, supporting retention and alignment; guideline compliance supports skin-in-the-game .
- Independence and conflicts: No CLNE-disclosed related-party transactions involving Ardisana or her affiliated companies; primary governance sensitivity arises from TotalEnergies/TMS’s board designation and committee observer rights, but these are unrelated to her appointment and compensation .
- Compensation governance controls: The equity plan prohibits repricing options/SARs without stockholder approval; minimum one-year vesting standard; Non-Employee Director annual grant value caps; compensation committee oversees clawbacks and ownership guidelines—signals of pay discipline .
- RED FLAGS: None disclosed specific to Ardisana. Administrative correction of a $3,000 underpayment from 2023 was remediated in 2024, indicating process oversight but not systemic risk . Broader board-level risk includes TMS influence via designation rights and committee observer role (structural governance consideration) .
Overall signal: Ardisana’s profile strengthens board diversity and operational oversight with stable attendance, chair responsibilities in compensation, compliance with ownership guidelines, and no disclosed related-party conflicts—supportive of investor confidence in governance processes .