Marc de Guilhem de Lataillade
Clean Energy FuelsAbout Marc de Guilhem de Lataillade
TotalEnergies executive appointed to Clean Energy Fuels Corp.’s (CLNE) board on September 10, 2025 as a designee of TotalEnergies Marketing Services SAS (TMS), replacing prior TMS designees; he resigned effective November 18, 2025 per TMS’s Schedule 13D/A, with the company noting no disagreement on policies or practices . He serves as Vice President, Biogas in TotalEnergies’ Gas, Renewables & Power segment (since Sept 2024), with prior leadership roles in LNG, renewables and international operations; he is a graduate of Sciences Po Paris (IEP) . Upon appointment, he and fellow designee waived director compensation and were not assigned to any board committee; CLNE executed its standard director indemnification agreement with him .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| TotalEnergies – Gas, Renewables & Power | Vice President, Biogas | Sep 2024 – present (at appointment time) | Senior leadership in biogas strategy and operations |
| TotalEnergies LNG Services France | General Manager | Sep 2022 – 2024 | Led LNG services in France |
| TotalEnergies Gas, Renewables & Power (China) | Vice President, GRP China | 2018 – 2022 | Led renewables and LNG in China |
| TotalEnergies Renewables | VP, Solar Utility Power Plants | 2015 – 2018 | Utility-scale solar buildout |
| TotalEnergies Marketing & Services (Ethiopia) | General Manager | 2012 – 2015 | Country-level P&L leadership |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| TotalEnergies SE | Executive (not a public company director of record) | Ongoing | Current VP Biogas; no other public company directorships were disclosed at appointment |
Board Governance
| Item | Detail |
|---|---|
| Board service at CLNE | Appointed Sep 10, 2025; resigned effective Nov 18, 2025 |
| Committee memberships | None; not appointed to any committee |
| Independence status | Designee of TMS (TotalEnergies subsidiary). Prior TMS designees were classified non‑independent in the 2025 proxy; company has not separately stated Marc’s classification in filings to date . |
| Attendance | Not disclosed (service spanned two months; no attendance data reported) . |
| Lead Independent Director/Chair roles | None . |
| Indemnification | Standard CLNE director indemnification agreement executed . |
| Stockholder influence context | TMS has director designation rights (two directors + committee observer), reflecting large ownership position acquired in 2018 . |
Fixed Compensation
| Component | 2024 Policy | 2025 Policy | Director-specific (Marc) |
|---|---|---|---|
| Annual cash retainer | $70,000 | $70,000 | Waived; no cash compensation |
| Chair retainers (Board/Committees) | $60,000 (Chair); $15,000 (Audit Chair); $10,000 (Comp Chair); $5,000 (N&CG Chair) | Same | None (not assigned; all fees waived) |
| Committee member retainers | $5,000 (Audit); $4,000 (Comp); $3,000 (N&CG) | Same | None (not assigned; waived) |
| Expense reimbursement | Reasonable out-of-pocket expenses reimbursed | Same | Eligible for reimbursement only |
Performance Compensation
| Equity Component | Typical CLNE Non‑Employee Director Policy | Director-specific (Marc) |
|---|---|---|
| Annual equity grant | $120,000 value: 50% stock options + 50% RSUs; generally vests at 1 year; pro‑rated for new directors | Waived; no equity compensation |
| Example (2024 board grants) | 22,900 RSUs and 32,608 options (exercise $2.62) per eligible non‑employee director on 5/16/2024 | Not applicable (post‑2024 appointee; waived) |
| Director grant cap | $400,000 annual grant date fair value ($600,000 for Chair or first-year director) under 2024 Plan | Not applicable |
No performance metric design (TSR, EBITDA, etc.) applies since compensation was fully waived .
Other Directorships & Interlocks
| Company/Entity | Type | Role/Connection | Potential Interlock/Conflict Signal |
|---|---|---|---|
| TotalEnergies/TMS | Strategic shareholder | Employer and designating entity (TMS director rights) | Material shareholder with special rights; director is an employee of that shareholder |
| TotalEnergies–CLNE relationships | Commercial | Joint ventures; environmental credit sharing; management/O&M fees | Ongoing related‑party transactions under audit committee oversight |
No other public company directorships were disclosed for Marc at appointment .
Expertise & Qualifications
- Renewable gases/biogas, LNG, utility-scale solar, and global energy markets; senior operating experience across geographies (EU, China, Africa) .
- Education: Sciences Po Paris (IEP) .
Equity Ownership
| Item | Detail |
|---|---|
| Personal beneficial ownership (Form 3) | None; Form 3 reported “No securities are beneficially owned” (filed 9/11/2025) . |
| Shares pledged/hedged | Not disclosed . |
| Director stock ownership guidelines | CLNE requires $180,000 of stock ownership within 5 years for independent directors; guidelines explicitly do not apply to TMS designees who waive compensation . |
Related-Party Exposure and Concentration of Ownership
| Measure | As reported | Notes |
|---|---|---|
| TMS/TotalEnergies beneficial ownership | ~19% of outstanding as of Jun 30, 2025 (risk factor) | With special rights: two director seats and a committee observer . |
| TMS/TotalEnergies beneficial ownership | 23.3% (51,127,576 shares) as of Nov 17, 2025 (13D/A) | Resignations of Marc and co‑designee effective Nov 18, 2025 were noted; TMS may appoint substitutes . |
| JV transactions (TotalEnergies & bp JVs) | 3Q25 YTD: $2.6m received (management/O&M fees & reimbursements); $2.8m paid (environmental credits) | Payables to JVs: $0.5m at 9/30/25 . |
Governance oversight: Audit Committee reviews and approves related‑party transactions; Audit also oversees IT/cyber and financial reporting .
Director Compensation Context (for benchmarking)
| 2024 Non‑Employee Director (example) | Cash Fees | Equity (RSU) | Equity (Options) | Total |
|---|---|---|---|---|
| Typical non‑employee director (e.g., Scully/Ardisana) | $84–135k depending on roles | $59,998 (22,900 RSUs) | $59,998 (32,608 options @ $2.62) | ~$197k–$255k |
Marc waived both cash and equity, so received $0 from CLNE (reimbursed expenses only) .
Governance Assessment
- Board effectiveness and independence: Appointment via shareholder designation with compensation waiver and no committee assignments reduces direct committee‑level influence but also creates representation linkage to a concentrated shareholder; prior practice classifies TMS designees as non‑independent in the proxy, though Marc’s explicit classification was not separately stated in filings reviewed . The short tenure (Sep 10–Nov 18, 2025) suggests rotational representation by TMS, which can constrain continuity but maintains subject‑matter expertise in RNG/biogas .
- Alignment and incentives: No personal share ownership reported on Form 3 and no director equity awards due to waived compensation limit direct alignment with minority shareholders; however, CLNE’s policy exempts TMS designees who waive compensation from stock ownership guidelines, reflecting their representative status .
- Conflicts and related-party risk: Material TMS ownership and director designation rights, coupled with active JVs and environmental credit sharing, heighten the need for rigorous related‑party oversight by the Audit Committee; the designee’s lack of committee roles reduces direct conflict within oversight bodies, but the structural influence of TMS remains significant .
- Shareholder confidence signals: Compensation waiver (no cash/equity) is shareholder‑friendly; conversely, rapid director turnover and concentrated ownership with special rights (two seats + observer) are recurring governance sensitivities that can affect perceptions of independence and board balance .
RED FLAGS
- Concentrated ownership with special board rights (TMS) that can influence elections and major decisions .
- Ongoing related‑party transactions with TotalEnergies JVs (fees/credits/payables) requiring robust audit oversight .
- Short tenure/rotation of designees (Marc’s ~2 months) can impair continuity and investor visibility into board engagement .
Mitigants
- Designees waived all CLNE compensation and equity; no committee assignments (limits direct incentive misalignment and committee conflicts) .
- Audit Committee charged with reviewing related‑party transactions and financial reporting controls .
Appendix: Key Filings Used
- 8‑K (Sep 11, 2025): Appointment of Marc de Guilhem de Lataillade and Aimeric Ramadier; no committee assignments; compensation waiver; indemnification .
- Press release (Sep 11, 2025) announcing appointments .
- Schedule 13D/A Amendment No. 5 (Nov 17, 2025): TMS ownership 23.3%; Marc’s resignation effective Nov 18, 2025 .
- Form 3 (Sep 11, 2025): No securities beneficially owned .
- DEF 14A (Apr 8, 2025): Director compensation policy, stock ownership guidelines, committee charters/oversight, classification of prior TMS designees as non‑independent .
- 10‑Q (Q2 and Q3 2025): Risk factor disclosures on concentrated ownership and TMS rights; JV related‑party transactions .