Robert Vreeland
Clean Energy FuelsAbout Robert Vreeland
Robert M. Vreeland is Chief Financial Officer of Clean Energy Fuels Corp., serving as CFO since October 2014 after earlier roles as Vice President, Finance and Accounting (2012–2014) . He holds a B.S. from Northern Arizona University and is a certified public accountant . As context for performance alignment, Clean Energy reported 2024 Economic Adjusted EBITDA of $76.642 million and a net loss of $83.070 million; a $100 investment in CLNE since 12/31/2019 stood at $107.26 versus the Russell 2000 peer $133.66 at year-end 2024 .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Clean Energy Fuels Corp. | VP, Finance & Accounting | 2012–2014 | Finance leadership prior to CFO appointment |
| RV CPA Services, PLLC | Managing Member | Not disclosed | Provided accounting services; external finance leadership experience |
| Hypercom | Interim CFO; SVP & Corporate Controller; SVP, Operations; VP FP&A | 1997–2009 | Senior finance and operations roles at electronic payments firm |
| Coopers & Lybrand (now PwC) | Various roles | 12 years (ending 1997) | Audit and advisory experience; foundational accounting expertise |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| None disclosed | — | — | No public company board roles or committee posts disclosed for Vreeland |
Fixed Compensation
| Year | Base Salary ($) | Notes |
|---|---|---|
| 2022 | 450,000 | — |
| 2023 | 462,721 (paid) ; base set $465,750 | Merit progression |
| 2024 | 499,618 (paid) ; base set $498,352 | +7% base increase vs 2023 |
Stock ownership guidelines for executive officers require holdings valued at 1.5x base salary for the CFO; all NEOs met guidelines as of the record date .
Performance Compensation
2024 Performance-Based Cash Incentive
| Executive | Target Bonus % of Base | Target ($) | Actual Payout ($) |
|---|---|---|---|
| Robert M. Vreeland | 70% | 348,846 | 312,972 |
Performance framework and outcomes for 2024:
| Metric | Weighting | Base Target | Middle Target | Max Target | Actual | Achievement % |
|---|---|---|---|---|---|---|
| Adjusted EBITDA ($000) | 30% | 67,000 | 74,100 | 84,000 | 76,642 | 103% |
| Strategic Initiatives | 20% | Base | — | — | Base | — |
| Fuel Volume (GGEs, $000) | 15% | 294,000 | 309,400 | 325,000 | 297,530 | 96% |
| RNG Volume (GGEs, $000) | 15% | 232,000 | 244,600 | 257,000 | 236,766 | 97% |
| Fuel Margin per Gallon ($/GGE) | 10% | 0.478 | 0.503 | 0.528 | 0.562 | 112% |
| Volume-related O&M Services Margin ($000) | 5% | 18,800 | 19,800 | 20,800 | 18,968 | 96% |
| Volume-related O&M Services Margin (%) | 5% | 36.2% | 38.1% | 40.0% | 33.3% | 87% |
Annual incentive eligibility: 50%/70%/100% of base salary at base/middle/maximum performance for the CFO .
2024 Equity Awards and Vesting
| Award Type | Grant Date | Shares/Options | Exercise Price | Vesting | Grant Date Fair Value ($) |
|---|---|---|---|---|---|
| RSUs | 03/04/2024 | 175,000 | — | 3-year time-based (34%/33%/33%) | 498,750 |
| Stock Options | 03/04/2024 | 150,000 | 2.85 | 3-year time-based (34%/33%/33%) | 298,500 |
| Performance-Based Options (Dec 7, 2021) | 12/07/2021 | 150,000 (RNG volume hurdles); 375,000 (stock price ≥$14 for 20 consecutive trading days) | 6.77 (applicable grants) | Vest upon specified volume or price hurdles | Not disclosed in 2024 grants |
Clawback policy adopted and amended in 2023 to comply with SEC and Nasdaq requirements .
Equity Ownership & Alignment
| Beneficial Ownership (03/25/2025) | Shares | % Outstanding | Composition |
|---|---|---|---|
| Robert M. Vreeland | 1,456,856 | <1% | 809,918 options currently exercisable or within 60 days; 646,938 shares held directly |
Additional alignment policies:
- Hedging prohibited; pledging or margin accounts generally prohibited unless the executive demonstrates capacity to substitute collateral. As of the proxy date, no executive or director had pledged CLNE shares .
- Executive stock ownership guidelines: CFO must hold ≥1.5x base salary in stock; all NEOs in compliance as of the record date .
Outstanding equity detail (selected):
| Security | Quantity | Terms |
|---|---|---|
| Options (various legacy grants) | 25,000–150,000 per tranche | Exercise prices from $1.37 to $10.18; expirations spanning 2025–2031 |
| Unvested RSUs (12/31/2024) | — | 175,000 CFO unvested RSUs; subject to 3-year vesting |
Employment Terms
Severance and Change-in-Control Economics (as of 12/31/2024)
| Scenario | Cash Severance ($) | Benefits Continuation PV ($) | Vacation Pay ($) | RSU Vesting ($) | Option Vesting ($) | Total ($) |
|---|---|---|---|---|---|---|
| Voluntary termination | — | — | 56,175 | — | — | 56,175 |
| Voluntary termination for Good Reason | 1,355,783 | 13,780 | 56,175 | — | — | 1,425,738 |
| Involuntary termination (not for Cause) | 1,355,783 | 13,780 | 56,175 | 439,250 | — | 1,864,988 |
| Failure to renew employment agreement | 1,355,783 | 13,780 | 56,175 | 439,250 | — | 1,864,988 |
| For Cause termination | — | — | 56,175 | — | — | 56,175 |
| Change-in-control termination (double trigger) | 1,877,189 | 13,780 | 56,175 | 439,250 | — | 2,386,394 |
| Termination due to death or disability | — | — | 56,175 | 439,250 | — | 494,425 |
Key contract terms:
- Automatic one-year renewals; severance is double-trigger upon change in control (both the event and qualifying termination) .
- No excise tax gross-ups; “best-net” cutback applied to avoid 280G/4999 excise taxes unless after-tax benefits are greater without cutback .
- Post-termination consulting and non-compete terms not specifically disclosed in proxy; standard benefits continuation for one year post-termination per employment agreement .
Performance & Track Record (Company Metrics Context)
| Metric | 2020 | 2021 | 2022 | 2023 | 2024 |
|---|---|---|---|---|---|
| Net Income (loss) ($000s) | (9,864) | (93,146) | (58,733) | (99,497) | (83,070) |
| Economic Adjusted EBITDA ($000s) | 45,134 | 57,032 | 50,003 | 43,571 | 76,642 |
| Value of $100 investment (TSR) | $387.19 | $301.97 | $256.16 | $222.67 | $107.26 |
| Peer Group (Russell 2000) $100 TSR | $128.61 | $146.23 | $114.70 | $150.31 | $133.66 |
Note: The pay-versus-performance table defines “compensation actually paid” and compares executive pay to TSR, Net Income, and Economic Adjusted EBITDA; figures above are the performance metrics disclosed therein .
Governance, Hedging, Pledging, and Say-on-Pay
- Hedging/pledging: Prohibited (with limited pledge exception based on collateral capacity). No pledges by executives or directors as of the proxy date .
- Insider Trading Policy: Formal policy disclosed; filed as Exhibit 19.1 to the 2024 Form 10-K .
- 2023 say-on-pay support: Votes For 117,101,863; Against 13,381,027; Abstained 441,652; broker non-votes 42,658,971 .
Compensation Structure Analysis
- Shift toward RSUs and time-based options in 2024 with 3-year vesting, balancing retention and alignment; performance-based options from 2021 remain contingent on RNG volume and stock price hurdles ($14 for 20 consecutive days) .
- Minimum vesting requirement of one year across awards in the 2024 Performance Incentive Plan; 10-year option terms; no repricing without stockholder approval .
- Executive stock ownership guidelines and clawback policy strengthen alignment and risk control; all NEOs in compliance as of the record date .
Equity Overhang and Potential Selling Pressure Indicators
- As of March 14, 2025: closing stock price $1.76; many legacy options carry exercise prices above market (e.g., $6.77, $10.18), suggesting limited near-term in-the-money exercises .
- Unvested RSUs (175,000 for CFO) may contribute to scheduled vesting supply over three years .
Investment Implications
- Pay-for-performance alignment: CFO’s variable cash is tied to multi-factor operating metrics (Adjusted EBITDA, RNG/fuel volumes, margins) with below-target payouts in 2024, reflecting balanced discipline . Equity awards combine retention (time-based vesting) with long-term hurdles (price/volume) that require material value creation to realize .
- Retention risk: Robust severance economics (150% base/bonus; 225% under double-trigger change-in-control) and continued benefits mitigate near-term turnover risk, while ownership guidelines and clawback provisions anchor alignment and governance .
- Trading signals: With CLNE at $1.76 (03/14/2025) and many CFO options carrying strikes well above market, the risk of near-term insider-selling from option exercises appears low; RSU vesting schedules could add modest supply but are spread over three years .
- Execution lens: Company-level Economic Adjusted EBITDA improved in 2024 to $76.642 million despite a net loss of $83.070 million, and the 2024 incentive outcomes mirror mixed fundamentals; continued focus on RNG volume growth and margin per gallon are pivotal levers under CFO stewardship .