Patrick Ford
Clean Energy FuelsAbout Patrick J. Ford
Patrick J. Ford (age 63) has served as an independent director of Clean Energy Fuels Corp. since March 2024. He is a retired KPMG LLP Audit Partner (1994–2022), with deep SEC registrant experience across energy, automotive, and technology sectors, and is designated as an audit committee financial expert. He holds a B.S. in business administration (accounting) from the University of Southern California and is a retired CPA in California, Arizona, and Hawaii .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| KPMG LLP | Audit Partner | 1994–2022 | Lead Audit Engagement Partner for multiple SEC registrants in energy, automotive, technology |
| KPMG LLP; KPMG Americas LLP | Board of Directors Member | 2013–2018 | Board oversight roles within the firm |
| USC Marshall School of Business | Board of Advisors | 2006–2019 | Advisory oversight; engagement with academic programs |
| Univ. of Hawaii at Mānoa, Shidler School of Business | Board of Advisors | 2003–2007 | Advisory oversight |
External Roles
| Organization | Role | Current/Past | Notes |
|---|---|---|---|
| Public company boards | None disclosed | — | No current public company directorships are disclosed in CLNE’s proxy biography |
| Professional designation | Certified Public Accountant (retired) | Current status | Retired CPA in CA, AZ, HI |
Board Governance
- Independence: The Board determined Mr. Ford is independent under Nasdaq rules .
- Committee assignments: Audit Committee member; designated audit committee “financial expert” under SEC/Nasdaq rules .
- Attendance: Each director attended at least 75% of Board/committee meetings in 2024; meetings held—Board 4, Audit 4, Compensation 4, Nominating 2; Board held two executive sessions in 2024 .
- Board leadership: CLNE separates Chair (Stephen A. Scully) and CEO roles; Chair focuses on board oversight; structure supports independent oversight .
Fixed Compensation
| Component | 2024 Amount/Detail |
|---|---|
| Cash fees | $56,250 (prorated for partial year service) |
| RSU grant | 22,900 shares; grant date fair value $69,997; vests in one installment on first anniversary (per director policy) |
| Option grant | 32,608 options at $2.62 strike; grant date fair value $69,997 |
| 2024 total director compensation | $196,245 |
| Standard director cash retainers (policy) | Annual base retainer $70,000; Audit Committee member $5,000; Audit Chair $15,000; Compensation member $4,000; Compensation Chair $10,000; Nominating member $3,000; Nominating Chair $5,000; Board Chair $60,000 (paid quarterly, pro-rated if partial service) |
| Standard director equity (policy) | Annual equity $120,000 value, 50% RSUs, 50% options; typical grant at annual meeting; 1-year vest |
Performance Compensation
- No performance-linked director compensation is disclosed; director equity awards are time-based under the Directors’ Compensation Policy .
Other Directorships & Interlocks
- Other public company boards: None disclosed for Mr. Ford .
- Strategic shareholder influence: TotalEnergies (via TMS) holds ~23.12% and designates two directors (Karine Boissy‑Rousseau, Mathieu Soulas); TMS also has an audit committee observer, which increases oversight complexity and potential influence dynamics (not specific to Ford) .
Expertise & Qualifications
- Financial reporting and audit: Decades as KPMG Audit Partner; audit committee financial expert designation .
- Sector experience: Energy, automotive, technology SEC registrants .
- Governance experience: Prior board roles at KPMG entities; academic advisory boards .
- Education and credentials: USC B.S. (accounting); retired CPA in CA, AZ, HI .
Equity Ownership
| Metric | Detail |
|---|---|
| Total beneficial ownership | 87,644 shares (<1% of outstanding) |
| Direct/common shares | 26,702 shares |
| Options exercisable/within 60 days | 38,042 shares |
| RSUs vesting within 60 days | 22,900 shares |
| Unvested/outstanding director awards (12/31/2024) | 32,608 unvested options; 22,900 unvested RSUs |
| Hedging/pledging | Hedging/shorts/options prohibited; pledging not permitted absent capacity; none of directors/officers had pledged shares as of proxy date |
| Director ownership guidelines | Independent directors must own $180,000+ of stock within 5 years; all independent directors in compliance as of Record Date |
Governance Assessment
- Strengths:
- Deep audit and SEC experience; designated “financial expert” enhances Audit Committee effectiveness .
- Independent status, separation of Chair/CEO, and regular executive sessions support board oversight quality .
- Alignment: Holds equity; director ownership guidelines in place and reported as met by independent directors .
- Compliance and risk practices: Insider trading/hedging policy, clawback policy (amended in 2023), and related-party review through Audit Committee processes .
- Watch items / potential red flags:
- Significant strategic shareholder (TotalEnergies) with board designation rights and an audit committee observer can create influence/interlock considerations; continuous focus on committee independence and information flow is warranted .
- 2024 say‑on‑pay approval at 74.8% (executive pay) suggests moderate shareholder scrutiny of compensation; while not specific to Ford, it’s a governance sentiment indicator that the board/Compensation Committee engaged on in 2024–2025 .