Vincent Taormina
Clean Energy FuelsAbout Vincent C. Taormina
Vincent C. Taormina (age 69) has served on Clean Energy Fuels Corp.’s Board since April 2008. He is the former CEO of Taormina Industries, Inc., a large California solid waste and recycling company that merged with Republic Services in 1997; he then served as Republic Services’ Regional Vice President (1997–2001) and has been a consultant to Republic Services since 2001 as well as a private investor . He is an independent director under Nasdaq rules and currently chairs the Nominating & Corporate Governance Committee while serving on the Audit and Compensation Committees .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Taormina Industries, Inc. | Chief Executive Officer | Through 1997 (merged with Republic Services) | Built one of CA’s largest solid waste/recycling firms |
| Republic Services | Regional Vice President (11 western states) | 1997–2001 | Senior operating leadership in waste services |
| Republic Services | Consultant | 2001–present | Ongoing industry advisory role |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Republic Services | Consultant | 2001–present | Private investor; prior leadership in industry associations |
Board Governance
- Independence: Independent director (Nasdaq)
- Committee assignments and roles: Audit Committee (member); Compensation Committee (member); Nominating & Corporate Governance Committee (Chair) .
- Audit Committee report signatory: Listed as member in 2024 Audit Committee Report .
- Attendance and engagement: Each director attended ≥75% of Board/committee meetings in 2024; Board held 4 meetings; Audit 4; Compensation 4; Nominating & Corporate Governance 2. Board held two executive sessions in 2024 .
- Board refreshment context: Average tenure of nominated directors is nine years; Taormina has served since 2008 .
Fixed Compensation
Director cash compensation policy (non-employee directors; excludes TMS designees who waived pay):
| Type of Retainer/Fee | 2024 Amount | 2025 Amount |
|---|---|---|
| Annual Cash Retainer | $70,000 | $70,000 |
| Board Chair Retainer | $60,000 | $60,000 |
| Audit Chair Retainer | $15,000 | $15,000 |
| Compensation Chair Retainer | $10,000 | $10,000 |
| Nominating & Corp. Gov. Chair Retainer | $5,000 | $5,000 |
| Audit Member Retainer | $5,000 | $5,000 |
| Compensation Member Retainer | $4,000 | $4,000 |
| Nominating & Corp. Gov. Member Retainer | $3,000 | $3,000 |
2024 cash actually paid to Vincent C. Taormina:
| Director | 2024 Cash Fees |
|---|---|
| Vincent C. Taormina | $83,000 |
Notes:
- Policy pays quarterly in arrears; prorated if partial service .
Performance Compensation
Annual director equity policy: $120,000 value per year, 50% non-statutory stock options and 50% RSUs, generally granted at the annual meeting; one-year cliff vesting (earlier if next annual meeting occurs sooner) . Director award cap: $400,000 grant-date fair value per year ($600,000 for Board Chair or first-year director) .
Vincent C. Taormina – 2024 equity awards:
| Grant Date | Award Type | Shares/Units | Grant-Date Fair Value ($) | Exercise Price | Vesting | Expiration |
|---|---|---|---|---|---|---|
| May 16, 2024 | RSUs | 22,900 | 59,998 | n/a | 100% on first anniversary (or before next annual meeting) | n/a |
| May 16, 2024 | Stock Options | 32,608 | 59,998 | $2.62 | 100% on first anniversary | May 15, 2034 |
Notes:
- The company’s Form 4/A filing on Jan. 17, 2025 corrected the option exercise price to $2.62 (from $1.84 originally reported) .
Other Directorships & Interlocks
| Company | Role | Committee roles | Type | Interlocks/Conflicts Disclosed |
|---|---|---|---|---|
| None disclosed | — | — | Public company board | None disclosed in proxy |
Expertise & Qualifications
- Proven entrepreneur/operator in refuse and recycling with regional P&L leadership at Republic Services; brings deep customer-industry domain knowledge relevant to RNG adoption by refuse fleets .
- Governance experience as long-tenured independent director; chair of Nominating & Corporate Governance; member of Audit and Compensation Committees .
- Independent status affirmed by the Board (Nasdaq) .
Equity Ownership
Beneficial ownership (as of March 25, 2025):
| Component | Shares |
|---|---|
| Options currently exercisable or exercisable within 60 days | 315,046 |
| RSUs vesting within 60 days | 22,900 |
| Common shares (trust) | 323,047 |
| Total beneficial ownership | 660,993 (less than 1%) |
Stock ownership guidelines for independent directors: required to own ≥$180,000 of stock within five years; stock options do not count; all independent directors are in compliance as of Record Date .
Insider Trades (recent)
| Date | Form | Security/Type | Code | Amount | Price | Notes |
|---|---|---|---|---|---|---|
| May 16, 2024 | Form 4 | RSU award | A | 22,900 | $0.00 | RSUs vest 100% after 1 year |
| May 16, 2024 | Form 4 | RSU gift to trust | G | 22,900 | $0.00 | Gift; indirect by trust thereafter |
| May 16, 2024 | Form 4 | Stock option grant | A | 32,608 | n/a | Vests 100% after 1 year; expires 5/15/2034 |
| Jan. 17, 2025 | Form 4/A | Stock option correction | — | — | — | Corrected exercise price to $2.62 |
Related-Party Exposure and Conflicts
- No related-party transactions involving Mr. Taormina are disclosed in 2024. Disclosed related-party items include relationships with TotalEnergies affiliates (commodity swaps; RNG JVs; director designation/voting agreements) and an employment relationship involving the CEO’s son; all RPTs are subject to Audit Committee review .
- TotalEnergies (via Total Marketing Services S.A.S., “TMS”) holds ~23.12% voting power and has rights to designate two directors and a committee observer while above thresholds; a voting agreement binds certain insiders to support TMS designees. This concentration is a governance consideration, though Taormina is independent and not a TMS designee .
Director Compensation (2024)
| Component | Amount ($) |
|---|---|
| Cash fees | 83,000 |
| Stock awards (RSUs) | 59,998 |
| Option awards | 59,998 |
| Total | 202,997 |
Policy notes:
- Standard annual equity value $120,000 (50% RSUs, 50% options), one-year vesting .
- Annual award limits for non-employee directors: $400,000 grant-date fair value; $600,000 for Independent Chair/new director .
Governance Assessment
Strengths
- Independent, long-tenured director with sector-operating expertise aligned to CLNE’s key refuse/recycling end-markets; chairs Governance and sits on Audit and Compensation—positions of influence over board quality, oversight, and pay practices .
- Meets engagement expectations: ≥75% attendance; board holds executive sessions; he participated on committees with regular meetings in 2024 .
- Ownership alignment: meaningful beneficial ownership (660,993 shares/derivatives) and compliance with director stock ownership guidelines (options excluded) .
Watch items
- Board influence of a strategic shareholder (TotalEnergies/TMS) via designation and voting agreements; although Taormina is independent, overall board independence dynamics merit monitoring .
- Long tenure (since 2008) vs. average board tenure of nine years may raise refreshment considerations over time, though the board actively evaluates composition annually .
Policies and controls
- Insider Trading Policy in place; Compensation Committee oversees clawback policies and stock ownership guidelines for executives and directors .
- Audit Committee oversees related-party transactions; no Taormina-specific RPTs disclosed for 2024 .