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As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 2/29/24 Clean Energy Fuels Corp. 10-K 12/31/23 141:19M Toppan Merrill Bridge/FA |
Document/Exhibit Description Pages Size
1: 10-K Annual Report HTML 3.93M
2: EX-21.1 Subsidiaries List HTML 39K
3: EX-23.1 Consent of Expert or Counsel HTML 37K
7: EX-97 Clawback Policy re: Recovery of Erroneously HTML 48K
Awarded Compensation
4: EX-31.1 Certification -- §302 - SOA'02 HTML 42K
5: EX-31.2 Certification -- §302 - SOA'02 HTML 42K
6: EX-32.1 Certification -- §906 - SOA'02 HTML 41K
13: R1 Document and Entity Information HTML 109K
14: R2 Condensed Consolidated Balance Sheets HTML 175K
15: R3 Condensed Consolidated Balance Sheets HTML 60K
(Parenthetical)
16: R4 Condensed Consolidated Statements of Operations HTML 132K
17: R5 Condensed Consolidated Statements of Comprehensive HTML 72K
Loss
18: R6 Condensed Consolidated Statements of Comprehensive HTML 42K
Loss (Parenthetical)
19: R7 Condensed Consolidated Statements of Stockholders' HTML 108K
Equity
20: R8 Condensed Consolidated Statements of Cash Flows HTML 189K
21: R9 Condensed Consolidated Statements of Cash Flows HTML 39K
(Parenthetical)
22: R10 Summary of Significant Accounting Policies HTML 125K
23: R11 Revenue from Contracts with Customers HTML 123K
24: R12 Divestitures HTML 44K
25: R13 Investments in Other Entities and Noncontrolling HTML 207K
Interest in a Subsidiary
26: R14 Cash, Cash Equivalents and Restricted Cash HTML 56K
27: R15 Short-Term Investments HTML 79K
28: R16 Derivative Instruments and Hedging Activities HTML 118K
29: R17 Fair Value Measurements HTML 219K
30: R18 Other Receivables HTML 52K
31: R19 Land, Property and Equipment HTML 62K
32: R20 Accrued Liabilities HTML 57K
33: R21 Debt HTML 121K
34: R22 Stockholders' Equity HTML 259K
35: R23 Income Taxes HTML 164K
36: R24 Commitments and Contingencies HTML 43K
37: R25 Leases HTML 148K
38: R26 401(k) Plan HTML 43K
39: R27 Net Income (Loss) Per Share HTML 74K
40: R28 Related Party Transactions HTML 49K
41: R29 Reportable Segments and Geographic Information HTML 79K
42: R30 Concentrations HTML 40K
43: R31 Schedule II: Valuation and Qualifying Accounts HTML 64K
44: R32 Summary of Significant Accounting Policies HTML 196K
(Policies)
45: R33 Summary of Significant Accounting Policies HTML 75K
(Tables)
46: R34 Revenue from Contracts with Customers (Tables) HTML 107K
47: R35 Investments in Other Entities and Noncontrolling HTML 199K
Interest in a Subsidiary (Tables)
48: R36 Cash, Cash Equivalents and Restricted Cash HTML 70K
(Tables)
49: R37 Short-Term Investments (Tables) HTML 75K
50: R38 Derivative Instruments and Hedging Activities HTML 118K
(Tables)
51: R39 Fair Value Measurements (Tables) HTML 225K
52: R40 Other Receivables (Tables) HTML 51K
53: R41 Land, Property and Equipment (Tables) HTML 58K
54: R42 Accrued Liabilities (Tables) HTML 57K
55: R43 Debt (Tables) HTML 106K
56: R44 Stockholders' Equity (Tables) HTML 241K
57: R45 Income Taxes (Tables) HTML 160K
58: R46 Leases (Tables) HTML 171K
59: R47 Net Income (Loss) Per Share (Tables) HTML 76K
60: R48 Reportable Segments and Geographic Information HTML 73K
(Tables)
61: R49 Summary of Significant Accounting Policies - HTML 42K
Inventory (Details)
62: R50 Summary of Significant Accounting Policies - HTML 60K
Property and Equipment (Details)
63: R51 Summary of Significant Accounting Policies - HTML 96K
Long-Lived Assets (Details)
64: R52 Summary of Significant Accounting Policies - HTML 44K
Goodwill (Details)
65: R53 Summary of Significant Accounting Policies - HTML 39K
Revenue Recognition (Details)
66: R54 Summary of Significant Accounting Policies - HTML 41K
Alternative Fuel Excise Tax Credit (Details)
67: R55 Summary of Significant Accounting Policies - HTML 47K
Tourmaline Joint Development (Details)
68: R56 Revenue from Contracts with Customers - HTML 73K
Disaggregation of Revenue (Details)
69: R57 Revenue from Contracts with Customers - Remaining HTML 45K
Performance Obligations (Details)
70: R58 Revenue from Contracts with Customers - Costs to HTML 43K
Fulfill a Contract (Details)
71: R59 Revenue from Contracts with Customers - Tourmaline HTML 59K
Joint Development (Details)
72: R60 Revenue from Contracts with Customers - Contract HTML 60K
Balances (Details)
73: R61 Revenue from Contracts with Customers - Contract HTML 41K
Liabilities (Details)
74: R62 Divestitures - BP Transaction (Details) HTML 68K
75: R63 Investments in Other Entities and Noncontrolling HTML 75K
Interest in a Subsidiary - TotalEnergies Joint
Venture (Details)
76: R64 Investments in Other Entities and Noncontrolling HTML 87K
Interest in a Subsidiary - bp Joint Venture
(Details)
77: R65 Investments in Other Entities and Noncontrolling HTML 50K
Interest in a Subsidiary - SAFE&CEC S.r.l
(Details)
78: R66 Investments in Other Entities and Noncontrolling HTML 48K
Interest in a Subsidiary - Other Equity Method
Investments (Details)
79: R67 Investments in Other Entities and Noncontrolling HTML 97K
Interest in a Subsidiary - NG Advantage (Details)
80: R68 Investments in Other Entities and Noncontrolling HTML 182K
Interest in a Subsidiary - Financial Information
(Details)
81: R69 Cash, Cash Equivalents and Restricted Cash HTML 55K
(Details)
82: R70 Short-Term Investments (Details) HTML 59K
83: R71 Derivative Instruments and Hedging Activities - HTML 46K
Narrative (Details)
84: R72 Derivative Instruments and Hedging Activities - HTML 85K
Summary of Commodity Derivative Activity (Details)
85: R73 Derivative Instruments and Hedging Activities - HTML 46K
Schedule of Weighted-Average Price of Open
Commodity Swap Contracts (Details)
86: R74 Fair Value Measurements - Commodity Swap Contracts HTML 72K
(Details)
87: R75 Fair Value Measurements - Convertible Promissory HTML 50K
Note (Details)
88: R76 Fair Value Measurements - Transfers (Details) HTML 41K
89: R77 Fair Value Measurements - Assets and Liabilities HTML 92K
(Details)
90: R78 Fair Value Measurements - Fair Value Recognition - HTML 65K
Assets (Details)
91: R79 Fair Value Measurements - Fair Value Recognition - HTML 60K
Liabilities (Details)
92: R80 Fair Value Measurements - Other Financial Assets HTML 54K
and Liabilities (Details)
93: R81 Other Receivables (Details) HTML 48K
94: R82 Land, Property and Equipment (Details) HTML 73K
95: R83 Accrued Liabilities (Details) HTML 54K
96: R84 Debt - Schedule of Debt (Details) HTML 68K
97: R85 Debt - Aggregate Maturities (Details) HTML 65K
98: R86 Debt - Stonepeak Credit Agreement (Details) HTML 91K
99: R87 Debt - Riverstone Credit Agreement (Details) HTML 84K
100: R88 Debt - Other Debt (Details) HTML 56K
101: R89 Stockholders' Equity - Authorized Shares (Details) HTML 52K
102: R90 Stockholders' Equity - Share Repurchase program HTML 53K
(Details)
103: R91 Stockholders' Equity - TotalEnergies Private HTML 60K
Placement (Details)
104: R92 Stockholders' Equity - At the Market Offering HTML 53K
(Details)
105: R93 Stockholders' Equity - Share Repurchase Program HTML 72K
(Details)
106: R94 Stockholders' Equity - Stock Based Compensation HTML 56K
(Details)
107: R95 Stockholders' Equity - Service-Based Stock Options HTML 149K
(Details)
108: R96 Stockholders' Equity - Performance-Based Stock HTML 119K
Options (Details)
109: R97 Stockholders' Equity - Market-Based Stock Options HTML 123K
(Details)
110: R98 Stockholders' Equity - Restricted Stock Units HTML 88K
(Details)
111: R99 Stockholders' Equity - Employee Stock Purchase HTML 61K
Plan (Details)
112: R100 Stockholders' Equity - Fair Value of Amazon HTML 74K
Warrant (Details)
113: R101 Stockholders' Equity - Amazon Warrant Activity HTML 47K
(Details)
114: R102 Shareholders' Equity - Amazon Warrant (Details) HTML 73K
115: R103 Stockholders' Equity - Stonepeak Warrant (Details) HTML 101K
116: R104 Stockholders' Equity - Stonepeak Warrant Activity HTML 44K
(Details)
117: R105 Income Taxes (Details) HTML 139K
118: R106 Income Taxes (Details) HTML 46K
119: R107 Income Taxes - Tax Credit Carryforwards (Details) HTML 48K
120: R108 Income Taxes - Unrecognized Tax Benefits (Details) HTML 56K
121: R109 Commitments and Contingencies - Long-Term HTML 51K
Take-or-Pay Natural Gas Purchase Contracts
(Details)
122: R110 Leases - Narrative (Details) HTML 44K
123: R111 Leases - Finance and Operating Lease Asset and HTML 76K
Liability Balances (Details)
124: R112 Leases - Components of Lease Expense (Details) HTML 56K
125: R113 Leases - Supplemental Information (Details) HTML 58K
126: R114 Leases - Maturities of Finance and Operating Lease HTML 75K
Liabilities (Details)
127: R115 Leases - Maturities of Lease Receivables (Details) HTML 58K
128: R116 401(k) Plan (Details) HTML 41K
129: R117 Net Loss Per Share (Details) HTML 70K
130: R118 Net Loss Per Share - Anti-dilutive Securities HTML 50K
(Details)
131: R119 Related Party Transactions (Details) HTML 96K
132: R120 Reportable Segments and Geographic Information HTML 53K
(Details)
133: R121 Concentrations (Details) HTML 50K
134: R122 Schedule II: Valuation and Qualifying Accounts HTML 49K
(Details)
135: R123 Pay vs Performance Disclosure HTML 49K
136: R124 Insider Trading Arrangements HTML 54K
138: XML IDEA XML File -- Filing Summary XML 268K
141: XML XBRL Instance -- clne-20231231x10k_htm XML 5.18M
137: EXCEL IDEA Workbook of Financial Report Info XLSX 292K
9: EX-101.CAL XBRL Calculations -- clne-20231231_cal XML 350K
10: EX-101.DEF XBRL Definitions -- clne-20231231_def XML 1.51M
11: EX-101.LAB XBRL Labels -- clne-20231231_lab XML 2.49M
12: EX-101.PRE XBRL Presentations -- clne-20231231_pre XML 2.15M
8: EX-101.SCH XBRL Schema -- clne-20231231 XSD 327K
139: JSON XBRL Instance as JSON Data -- MetaLinks 840± 1.33M
140: ZIP XBRL Zipped Folder -- 0001558370-24-002174-xbrl Zip 865K
Exhibit 97
CLEAN ENERGY FUELS CORP.
CLAWBACK POLICY
Policy Regarding the Recoupment of Certain Compensation Payments
As Amended and Restated by the Compensation Committee of the
Board of Directors Effective as of September 20, 2023
In the event Clean Energy Fuels Corp. (the “Company”) is required to prepare an accounting restatement due to the material noncompliance of the Company with any financial reporting requirement under the securities laws, the Company shall recover reasonably promptly the amount of any erroneously awarded Incentive-Based Compensation from each Covered Individual unless an exception (set forth below) applies.
Incentive-Based Compensation shall be considered “erroneously awarded” under this policy to the extent such Incentive-Based Compensation (1) is received by the Covered Individual during the last three complete fiscal years preceding the date that the Company is required to prepare the accounting restatement and (2) the amount of such received Incentive-Based Compensation exceeds the amount of the Incentive-Based Compensation that would have been received by the Covered Individual had it been determined based on the restated financial results (with such Incentive-Based Compensation computed in each case without regard to any taxes paid). For purposes of this policy, the date that the Company is required to prepare the accounting statement is the earlier to occur of (A) the date the Company’s Board of Directors (the “Board”), or a committee of the Board, or the officer or officers of the Company authorized to take such action if Board action is not required, concludes, or reasonably should have concluded, that the Company is required to prepare such accounting restatement, or (B) the date a court, regulator, or other legally authorized body directs the Company to prepare such accounting restatement.
For purposes of this policy, Incentive-Based Compensation is considered “received” by a Covered Individual in the Company’s fiscal period during which the Financial Reporting Measure applicable to the Incentive-Based Compensation is attained, even if the payment or grant of the Incentive-Based Compensation occurs after the end of that fiscal period. For Incentive-Based Compensation based on stock price or total shareholder return, where the amount of erroneously awarded compensation is not subject to mathematical recalculation directly from the information in an accounting restatement, the amount of erroneously awarded compensation will be determined by the Compensation Committee of the Board (the “Committee”) based on a reasonable estimate of the effect of the accounting restatement on the stock price or total shareholder return upon which the Incentive-Based Compensation was received. If the erroneously awarded Incentive-Based Compensation consists of shares (including share- denominated equity awards) or options that are still held by the Covered Individual at the time of recovery, the recoverable amount is the number of shares or options received in excess of the number of shares or options that would have been received based on the accounting restatement (or the value of that excess number). If the options have been exercised but the underlying shares have not been sold, the recoverable amount is the number of shares underlying the excess options based on the restatement (or the value thereof). If the shares
1
Approved by Compensation Committee 9/20/2023
have been sold, the recoverable amount is the proceeds that were received in connection with the sale of the excess number of shares. Amounts credited under plans (other than tax-qualified plans) based on erroneously awarded Incentive- Based Compensation and any accrued earnings thereon are also recoverable under this policy.
The Company shall not be required under this policy to recover erroneously awarded Incentive-Based Compensation if (1) after making a reasonable attempt to recover such erroneously awarded Incentive-Based Compensation, the Committee determines that the direct expense paid to a third party to assist in enforcing this policy would exceed the amount to be recovered, (2) the recovery would likely cause an otherwise tax-qualified retirement plan, under which benefits are broadly available to employees of the Company, to fail to meet the requirements of Internal Revenue Code Section 401(a)(13) or Internal Revenue Code Section 411(a) and the regulations thereunder, or (3) the recovery would violate home country law (where that law was adopted prior to November 28, 2022) and an opinion of home country counsel to that effect is obtained.
For purposes of this policy, the following definitions will apply:
· | “Covered Individual” means any current or former officer of the Company who is or was subject to Section 16 of the Securities Exchange Act of 1934, as amended, as determined by the Board, at any time during the applicable performance period for the relevant Incentive-Based Compensation, regardless of whether such individual continues to hold such position or continues to be employed by the Company or any of its subsidiaries. |
· | “Incentive-Based Compensation” means any compensation that is granted, earned, or vested based wholly or in part upon the attainment of a Financial Reporting Measure. |
· | “Financial Reporting Measures” means measures that are determined and presented in accordance with the accounting principles used in preparing the Company’s financial statements, and any measures that are derived wholly or in part from such measures (including, for purposes of this policy, stock price and total shareholder return). A Financial Reporting Measure need not be presented within the Company’s financial statements or included in a filing with the Securities and Exchange Commission. |
This policy is intended to comply with the requirements of Section 954 of the Dodd- Frank Act and rules promulgated thereunder by the Securities and Exchange Commission and the Nasdaq Stock Market, and the terms hereof shall be construed consistent with that intent. This policy does not limit any other remedies the Company may have available to it in the circumstances, which may include, without limitation, dismissing an employee or initiating other disciplinary procedures. The provisions of this policy are in addition to (and not in lieu of) any rights to repayment the Company may have under Section 304 of the Sarbanes-Oxley Act of 2002 (applicable to the Chief Executive Officer and Chief Financial Officer only) and other applicable laws. The Company shall not indemnify any
2
Approved by Compensation Committee 9/20/2023
Covered Individual against the loss of erroneously-awarded Incentive-Based Compensation that is recovered by the Company pursuant to this policy.
The Committee shall have the sole authority to construe and interpret this policy and to make all determinations required to be made pursuant to this policy. Any such construction, interpretation or determination by the Committee shall be final and binding.
The Committee may revise this policy from time to time.
3
Approved by Compensation Committee 9/20/2023
| This ‘10-K’ Filing | Date | Other Filings | ||
|---|---|---|---|---|
 | ||||
| Filed on: | 2/29/24 | |||
| For Period end: | 12/31/23 | |||
| 9/20/23 | 3, 8-K | |||
| 11/28/22 | ||||
| List all Filings | ||||