Stephen Scully
Clean Energy FuelsAbout Stephen A. Scully
Independent Chairman of the Board at Clean Energy Fuels Corp. since January 1, 2018; director since January 2014. Age 66. Founder and former President of Scully Companies (largest independent asset-based logistics provider in the western U.S.; sold to Ryder System in January 2011). Education: University of Southern California (1981). Current civic role: Newport Beach Harbor Commission member (served as Chairman in 2024). Core credentials: trucking/logistics operator, board leadership, audit committee experience, entrepreneur.
Past Roles
| Organization | Role | Tenure | Committees / Impact |
|---|---|---|---|
| Scully Companies (asset-based logistics) | Founder & President | 1981–2011 (sold to Ryder) | Built largest independent asset-based logistics provider in western U.S. |
| National Truck Leasing System | Chairman of the Board | 1999–2010 | Industry leadership, leasing ecosystem governance |
| Truck Rental and Leasing Association | Board Member | 1990–1999 | Policy and industry standards |
| Ameriquest Transportation & Logistics Resources | Board Member | 2007–2008 | Industry procurement/network coordination |
| California Trucking Association | Member | Not disclosed | Advocacy and industry representation |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Newport Beach Harbor Commission | Member | Current (2025) | Served as Chairman in 2024 |
Board Governance
- Board leadership: Independent Chairman since 2018; roles separated from CEO to enhance oversight and agenda-setting, risk oversight, and accountability of management.
- Independence: Scully determined independent by Nasdaq rules.
- Committees: Audit Committee member; not listed as Compensation or Nominating member.
- Financial expert designation: Not identified as “financial expert”; audit committee includes directors designated as financial experts (e.g., Patrick J. Ford; James C. Miller III in 2024).
- Attendance: Each director attended at least 75% of Board and applicable committee meetings in 2024. Board held 4 meetings; Audit 4; Compensation 4; Nominating & Corporate Governance 2; Board held two executive sessions.
- Shareholder meeting attendance: All then-current directors attended the 2024 annual meeting.
- Related-party transaction oversight: Audit Committee (which includes Scully) reviews and approves all related-party/conflict transactions.
Fixed Compensation
| Component | Amount | Period | Notes |
|---|---|---|---|
| Fees Earned or Paid in Cash (Scully) | $135,000 | 2024 | Reflects annual cash retainer plus Chair and committee retainers earned |
| Annual Cash Retainer (policy) | $70,000 | 2024–2025 | Paid quarterly in arrears |
| Annual Chair Retainer (policy) | $60,000 | 2024–2025 | Independent Chair premium |
| Audit Committee Member Retainer (policy) | $5,000 | 2024–2025 | Member fee; Chair is $15,000 |
| Compensation Committee Member Retainer (policy) | $4,000 | 2024–2025 | Member fee; Chair is $10,000 |
| Nominating & Governance Committee Member Retainer (policy) | $3,000 | 2024–2025 | Member fee; Chair is $5,000 |
Performance Compensation
| Equity Award | Grant Date | Shares/Units | Grant-Date Fair Value | Vesting | Exercise Price |
|---|---|---|---|---|---|
| RSUs (2024 Director RSU Grant) | May 16, 2024 | 22,900 | $59,998 | 1-year cliff; vest on first anniversary of grant (or day prior to next annual meeting) | N/A |
| Options (2024 Director Option Grant) | May 16, 2024 | 32,608 | $59,998 | 1-year cliff; vest on first anniversary of grant (or day prior to next annual meeting) | $2.62 per share |
Notes:
- Non-employee director annual equity value is $120,000 total (50% options; 50% RSUs). Awards generally granted on annual meeting date with one-year cliff vest; subject to 2024/Amended 2024 Plan terms (no repricing; minimum 1-year vesting with limited exceptions).
- Independent Chair per-plan annual grant limit is $600,000 grant-date fair value (policy cap, not actual grant).
Other Directorships & Interlocks
- Current public company directorships: None disclosed.
- TMS/TotalEnergies governance structure: Two TMS-designated directors and an audit committee observer per 2018 agreement/voting arrangements; potential influence vector but mitigated by overall board independence and committee oversight.
Expertise & Qualifications
- Deep trucking and logistics operating experience; entrepreneurial background; board leadership and industry governance roles.
- Skills matrix: Senior leadership, RNG/natural gas industry exposure, company board experience.
Equity Ownership
| Holder | Total Beneficial Ownership (shares) | % of Class | Breakdown |
|---|---|---|---|
| Stephen A. Scully | 596,280 | <1% | 338,233 options currently exercisable/within 60 days ; 22,900 RSUs vesting within 60 days ; 235,147 shares held by Scully Family Trust (sole voting/investment control) |
Director Stock Ownership Guidelines and Alignment:
- Independent directors must own shares valued at ≥$180,000 within five years of election; stock options do not count. All independent directors are in compliance as of the Record Date.
- Insider Trading Policy and corporate governance guidelines maintained and overseen (clawback policy applies to executives; compensation committee oversees stock ownership guidelines for directors and executives).
Governance Assessment
- Board effectiveness: Independent Chair structure supports effective oversight and executive accountability; Scully’s trucking operating expertise aligns with CLNE’s target customer base, aiding strategic guidance.
- Committees & engagement: Audit committee membership places Scully within financial reporting, IT/cybersecurity, and related-party oversight, reinforcing governance rigor; attendance thresholds met.
- Pay and alignment: Cash retainers plus modest time-based equity (one-year vest) indicate standard director pay-for-service mix; ownership guidelines ensure skin-in-the-game. No director performance metrics tied to pay (appropriate for independence).
- Potential conflicts/RED FLAGS:
- TotalEnergies (TMS) designation rights and voting agreement plus audit committee observer increase perceived influence risk; however, Scully is not a TMS designee and board maintains independence with committee oversight of related-party transactions.
- No pledging or hedging by Scully disclosed; beneficial ownership footnotes detail options/RSUs/Trust holdings without pledge disclosure.
- Shareholder sentiment: 2025 Annual Meeting results—director slate (including Scully) elected; say-on-pay approved (For: 122,849,907; Against: 17,009,301); Amended & Restated 2024 Performance Incentive Plan approved (For: 123,985,967; Against: 15,913,270)—supportive governance signal.
Overall: Scully’s independence, attendance, audit committee role, and industry expertise support board effectiveness and investor confidence. The TMS governance overlay is a structural consideration, but mitigants include independent chairmanship, committee oversight, and robust ownership and ethics policies.