Clean Energy Fuels Corp. 8-K

What Happened

• Clean Energy Fuels Corp. announced on June 23, 2026 that Bartolomeo A. Frabotta has been appointed Chief Operating Officer, effective June 23, 2026. The company filed an employment agreement for Mr. Frabotta as part of the Form 8-K and issued a press release under Regulation FD.
• Mr. Frabotta, age 57, has held senior operations and technology roles at the company (Group Vice President since May 2021; VP of Operations 2012–2021; VP of IT 2010–2012). The filing states there are no related-party arrangements or family relationships requiring Item 404 disclosure.

Key Details

• Employment term: initial term through June 23, 2029, with automatic one-year renewals unless 60 days’ notice of non-renewal is given.
• Cash compensation: $545,056 annual base salary; target annual bonus equal to 100% of base salary (paid based on performance objectives).
• Equity and incentives: incremental grant of 50,000 time-vesting restricted stock units (vesting in three substantially equal annual installments); eligible for Plan awards generally.
• Severance: if terminated without cause, resigns for good reason, or contract not renewed, Mr. Frabotta receives 150% of base salary plus 150% of prior year actual bonus, year-end bonus for year of termination (no proration), one year of company-paid benefits continuation, and full acceleration of equity (performance awards vest at target). If termination occurs within six months before or one year after a change in control, severance multiples increase to 225%. Receipt of severance requires execution of a release.

Why It Matters

• This is a management continuity move that places an experienced internal executive in charge of operations; investors can view it as continuity in operations and execution given his long tenure.
• The employment terms create potential near- and long-term compensation and cash/benefit obligations (notably the guaranteed base, bonus target, RSU grant, and significant severance multipliers), which could affect cash flow or equity dilution in certain termination or change-in-control scenarios.
• The full employment agreement and press release are filed as Exhibits 10.1 and 99.1 to the 8-K for investors who want the complete contractual details.