Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Departure of Director
On February 24, 2021, Mr. Philippe Montantême resigned from the board of directors (“Board”) of Clean Energy Fuels Corp. (the “Company”), effective immediately, due to a decision by Total Marketing Services S.E. (“TMS”), a wholly owned subsidiary of Total S.E. (“Total”), to replace Mr. Montantême, one of its director designees, with Mr. Thomas Maurisse, as described below.
Appointment of New Director
On February 24, 2021, in accordance with Article II, Section 3 of the Company’s Amended and Restated Bylaws, the Board filled the vacancy created by Mr. Montantême’s resignation by appointing Mr. Thomas Maurisse as a director of the Company, effective immediately. Mr. Maurisse will not serve as a member of any committee of the Board.
Mr. Maurisse has been appointed as a director of the Company pursuant to and in accordance with the director designation rights granted to TMS in that certain Stock Purchase Agreement between the Company and TMS, dated May 9, 2018, under which, among other things, TMS purchased 25% of the outstanding shares of the Company’s common stock, which represents the largest ownership position among shareholders of the Company. Such share purchase and the other transactions and relationships related thereto are described in further detail in Part II, Item 5 of the Company’s Quarterly Report on Form 10-Q, filed with the Securities and Exchange Commission (“SEC”) on May 10, 2018, and in the Company’s Current Report on Form 8-K, filed with the SEC on June 13, 2018, and the agreements related to such transactions are filed or incorporated by reference as exhibits to such reports. All such descriptions and agreements are incorporated herein by reference.
Mr. Maurisse, 40, has served as Senior Vice President LNG for Total’s Gas, Renewables & Power Branch since 2019 where he oversees the renewable natural gas business, among others. Mr. Maurisse began his career in 2007 in the French Ministry of Economy, Finance & Industry where he became, in 2011, Chief of Staff of the State Secretary for Consumption, Small Enterprises, Trade & Services and Deputy Chief of Staff of the Minister of Economy, Finance & Industry. Mr. Maurisse joined Total in 2012 in the Refining & Chemicals Branch, where he worked successively in Germany as Head of the Economic Division of the Leuna refinery, then in Belgium as General Manager of the Supply Sales and Optimization activities for North and East Europe. In 2017, he joined the Exploration & Production Branch of Total as Strategy and Sales Director of Total EP Nigeria. Mr. Maurisse graduated from the Ecole Polytechnique in 2004 and the Ecole de Mines (Paris) in 2007.
Mr. Maurisse has voluntarily waived his right to receive compensation for his services as a director of the Company. As a result, the Company will not compensate Mr. Maurisse pursuant to its compensation arrangements for its other non-employee directors, but rather will only reimburse Mr. Maurisse for his reasonable out-of-pocket expenses.
The Company has entered into an indemnification agreement with Mr. Maurisse in the same form as the indemnification agreements the Company has entered into with its other directors, which form has been filed as Exhibit 10.4 to the Company’s Registration Statement on Form S-1, filed with the SEC on March 27, 2007. In general, the indemnification agreement provides for, among other things, indemnification of each such person by the Company to the fullest extent authorized or permitted by law, subject to certain limited exceptions.
Except as set forth above, there are no arrangements or understandings between Mr. Maurisse and any other person pursuant to which Mr. Maurisse was selected as a director of the Company, there are no family relationships between Mr. Maurisse and any of the Company’s other directors or executive officers, and Mr. Maurisse is not a party to any transaction that would require disclosure under Item 404(a) of Regulation S-K promulgated by the SEC.
