Clay Corbus becomes Clean Energy Fuels (CLNE) CEO as founder shifts to advisor
Rhea-AI Filing Summary
Clean Energy Fuels Corp. announced a leadership transition, appointing Barclay “Clay” Corbus as President and Chief Executive Officer effective April 22, 2026, succeeding long-time CEO and co-founder Andrew Littlefair.
Corbus, age 59, has spent nearly two decades in senior roles at the company and now also joins the Board of Directors. His amended employment agreement runs initially through April 30, 2029 and includes a $750,000 annual base salary, a target bonus equal to 100% of salary, and a time-vesting restricted stock unit grant valued at $413,000.
Littlefair resigns as President and CEO on the transition date but will remain on the Board and enter a three-year consulting arrangement. He will receive a consulting retainer of $750,000 per year, a potential 2026 bonus capped at 150% of his 2025 base salary, benefits-related payments, and a $1,000,000 time-vesting restricted stock unit award tied to continued consulting services.
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Insights
Clean Energy Fuels is executing a planned CEO handoff while retaining its long-time leader in an advisory role.
The company is transitioning from founding CEO Andrew Littlefair to long-time executive Clay Corbus, who has deep experience in strategy, M&A, and renewable fuels. This suggests continuity in strategic direction, as Corbus has been central to corporate development and RNG growth initiatives.
Contract terms provide Corbus with multi-year employment, equity incentives, and enhanced severance protection, especially around a change in control. Littlefair’s three-year consulting role and continued board service help preserve institutional knowledge, while the sizable consulting retainer and equity grant align his interests with the company’s ongoing transition.
8-K Event Classification
Key Figures
Key Terms
change in control financial
good reason financial
restricted stock units financial
Transition, Consulting and Release Agreement financial
COBRA financial
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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| Item 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
President and Chief Executive Officer Transition
On April 23, 2026, Clean Energy Fuels Corp. (the “Company”) announced that Barclay F. Corbus, the Company’s former Senior Vice President, Strategic Development and Head of Renewable Fuels, has been appointed as the Company’s new President and Chief Executive Officer, succeeding Andrew J. Littlefair effective as of April 22, 2026 (the “Transition Date”).
There are no arrangements or understandings between Mr. Corbus and any other persons pursuant to which he was selected as an executive officer and director, there are no family relationships between Mr. Corbus and any of the Company’s other directors or executive officers and he is not a party to any transaction that would require disclosure pursuant to Item 404(a) of Regulation S-K. In connection with his appointment as President and Chief Executive Officer, Mr. Corbus was appointed to the Company’s Board of Directors (the “Board”), effective as of the Transition Date, to serve until the Company’s 2026 annual meeting of shareholders, at which time he will be presented for re-election along with all other members of the Board. Mr. Corbus will not serve as a member of any committee of the Board.
Mr. Corbus, age 59, has served as the Company’s Senior Vice President, Strategic Development and Head of Renewable Fuels since December 2021. Prior to that, Mr. Corbus served as the Company’s Senior Vice President, Strategic Development from September 2007 to December 2021. From July 2003 to September 2007, Mr. Corbus served as Co-Chief Executive Officer and a director of WR Hambrecht + Co, an investment bank that managed the Company’s initial public offering. Mr. Corbus joined WR Hambrecht + Co in 1999 and, from October 2000 to July 2003, served as Head of Investment Banking of WR Hambrecht + Co. From 1989 to 1999, Mr. Corbus worked with Donaldson, Lufkin & Jenrette. Mr. Corbus currently serves as a director of Bed Bath and Beyond, Inc., a publicly traded company, a position he has held since March 2007, and is a Trustee of the College of the Atlantic. Mr. Corbus earned a B.A. in government from Dartmouth College and an M.B.A. from Columbia Business School.
In connection with Mr. Corbus’s appointment as President and Chief Executive Officer, Mr. Corbus entered into an amended and restated employment agreement with the Company that is effective as of the Transition Date (the “Employment Agreement”), the material terms of which are summarized below.
Mr. Littlefair will remain engaged with the Company following the Transition Date, as he will continue to serve as a non-employee member of the Board and has agreed to provide consulting services to the Company pursuant to a Transition, Consulting and Release Agreement that is effective as of the Transition Date (the “Consulting Agreement”), the material terms of which are summarized below.
Corbus Employment Agreement
The Employment Agreement supersedes and replaces in all respects the existing employment agreement between the Company and Mr. Corbus, dated as of December 31, 2015. The Employment Agreement has an initial term ending April 30, 2029, which will automatically renew for additional one-year terms unless the Company or Mr. Corbus gives notice of non-renewal at least sixty days prior to the expiration of the then-current term.
Base Salary and Bonus. Mr. Corbus will receive an annual base salary of $750,000, subject to increase at the discretion of the Compensation Committee of the Board. Mr. Corbus will be eligible to earn a target annual bonus equal to 100% of his annual base salary, with any actual bonus becoming payable based on the achievement of performance objectives determined by the Compensation Committee of the Board each year.
Equity Awards. Mr. Corbus will continue to be eligible to participate in the Company’s Amended and Restated 2024 Performance Incentive Plan (the “Plan”). Although the Employment Agreement does not entitle Mr. Corbus to receive any specific equity awards under the Plan, in connection with his appointment, the Compensation Committee of the Board approved an incremental equity grant of time-vesting restricted stock units with an intended grant date value equal to $413,000, vesting in three substantially equal annual installments on each of the first three anniversaries of the Transition Date, subject to Mr. Corbus’s continued provision of services.
Other Benefits. Mr. Corbus will continue to be eligible to participate in the benefit plans and programs generally available to other similarly situated executives of the Company, provided that benefits must be on terms and in amounts not less beneficial to Mr. Corbus than those provided by the plans in effect on the date of the Employment Agreement.
Severance Terms. If the Company terminates Mr. Corbus’s employment without cause or Mr. Corbus resigns for good reason (each as defined in the Employment Agreement), or if the Company does not renew the Employment Agreement prior to expiration of the initial term or any renewal term, Mr. Corbus will be entitled to receive: (i) a lump sum severance payment equal to 150% of his then-current annual base salary plus 150% of his previous year’s annual cash bonus actually earned, in addition to any accrued obligations and compensation previously deferred, (ii) after the end of the calendar year in which the termination occurs, payment of Mr. Corbus’s bonus for the year of termination (if any), based on actual performance and without pro-ration, (iii) continuing participation in the benefit programs in which Mr. Corbus was enrolled at the time of termination, at the Company’s expense, for a period of one year from the date of termination, and (iv) full acceleration of all outstanding equity awards, with performance-based awards vesting at target. If Mr. Corbus’s employment is terminated without cause or for good reason within six months prior to or one year following a change in control (as defined in the Employment Agreement) of the Company, he will be entitled to the severance benefits described above, except that the cash severance multiple will be 300% of his then-current base salary and 300% of his prior year actual bonus. In consideration of his receipt of any severance benefits under the Employment Agreement, and as a precondition to their receipt, Mr. Corbus must execute and deliver, and not revoke, a release in favor of the Company in substantially the form attached to the Employment Agreement.
The foregoing description of the Employment Agreement is qualified in its entirety by reference to the full text of the agreement, which is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated by reference herein.
Littlefair Consulting Agreement
Under the terms of the Consulting Agreement, Mr. Littlefair resigned from employment with the Company as its President and Chief Executive Officer effective as of the Transition Date and entered into a consulting arrangement with the Company for a period of three years (the “Consulting Term”). During the Consulting Term, Mr. Littlefair will provide strategic advisory and government-relations services to the Company under the direction of the Board.
Pursuant to the Consulting Agreement and in connection with Mr. Littlefair no longer being a full-time employee of the Company, Mr. Littlefair will be entitled to: (i) all accrued but unpaid salary and vacation through the Transition Date and (ii) provided Mr. Littlefair executes and does not revoke a general release of claims against the Company and its affiliates, (a) any 2026 annual bonus Mr. Littlefair would have received had his employment as President and Chief Executive Officer continued through the end of the year, provided that such bonus does not exceed 150% of his 2025 base salary, (b) a monthly stipend intended to cover benefits of $5,000 per month during the first eighteen months of the Consulting Term (for an aggregate of $90,000), which the parties may choose to implement through COBRA premium reimbursement and (c) annual life insurance premiums for five years in the amount of $43,485 per year for a maximum of $217,425.
In addition, pursuant to the Consulting Agreement, Mr. Littlefair will be entitled to a base consulting retainer at a rate of $750,000 per year during the Consulting Term. Mr. Littlefair was also granted an award of time-vesting restricted stock units with an intended grant date value equal to $1,000,000, vesting in three substantially equal annual installments on each of the first three anniversaries of the Transition Date, subject to his continued provision of services under the Consulting Agreement. Mr. Littlefair will only earn the consulting retainer and vest in his consulting equity award to the extent he continues to provide the consulting services contemplated by the Consulting Agreement.
The Consulting Agreement provides that the Company may terminate the Consulting Agreement for cause (as defined in the Consulting Agreement). Mr. Littlefair may also terminate the Consulting Term for any reason upon thirty days’ written notice. Mr. Littlefair will be subject to confidentiality obligations regarding the Company’s trade secrets, confidential information, and proprietary information.
The foregoing description of the Consulting Agreement is qualified in its entirety by reference to the full text of the agreement, which is filed as Exhibit 10.2 to this Current Report on Form 8-K and is incorporated by reference herein.
| Item 7.01 | Regulation FD Disclosure. |
On April 23, 2026, the Company issued a press release announcing Mr. Corbus’s appointment as the Company’s President and Chief Executive Officer to succeed Mr. Littlefair in that role. A copy of such press release is attached hereto as Exhibit 99.1.
The information contained in this Item 7.01 shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and is not incorporated by reference into any filing of the Company whether made before or after the date hereof, regardless of any general incorporation language in such filing.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits
| Exhibit No. | Description | |
| 10.1 | Employment Agreement by and between the Company and Barclay F. Corbus, dated as of April 22, 2026. | |
| 10.2 | Transition, Consulting and Release Agreement by and between the Company and Andrew J. Littlefair, dated as of April 22, 2026. | |
| 99.1 | Press Release, dated April 23, 2026, issued by Clean Energy Fuels Corp. | |
| 104 | Cover Page Interactive Data File (embedded with the Inline XBRL document) |
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| Date: April 23, 2026 | Clean Energy Fuels Corp. | |
| By: | /s/ Robert M. Vreeland | |
| Name: Robert M. Vreeland | ||
| Title: Chief Financial Officer | ||
Exhibit 99.1
Clay Corbus named President and CEO of
Clean Energy Fuels Corp.
Clean Energy’s President and CEO, Clay Corbus.
Newport Beach, Calif. – April 23, 2026 – Clean Energy Fuels Corp. (NASDAQ: CLNE) today announced that its Board of Directors has appointed Clay Corbus as President and Chief Executive Officer, effective immediately. Corbus also joins Clean Energy’s board as he succeeds Andrew Littlefair, Clean Energy’s co-founder and CEO who has been at the helm of the company for 30 years. Littlefair will transition from his executive role to serve the company as a non-employee government relations consultant. He will continue to serve on Clean Energy’s Board of Directors.
“The Board is pleased to appoint an executive of Clay’s caliber to lead Clean Energy as President and CEO. His diverse experience both within and outside of Clean Energy, especially his ability to craft strategies for the future, will allow him to bring a fresh approach to the company, with a focus on growth and delivering long-term value,” said Clean Energy Board of Directors Chairman, Stephen Scully. “On behalf of the board, I want to recognize Andrew’s vision to start a company that has had such a positive impact on the country. He has played a big role in advancing the overall alternative fuels industry and leading Clean Energy’s growth over three decades.”
Corbus brings 19 years of experience at Clean Energy to the new role, having held several senior executive positions including leading the development of the company’s corporate strategy, overseeing all M&A activities and capital-raising initiatives, and most recently managed Clean Energy’s growing RNG production and distribution businesses. Previously, Corbus was Co-CEO of the investment bank WR Hambrecht + Co. (Clay Corbus biography)
“I’m honored to step into the role of CEO and am grateful to the board for its confidence in me,” said Clay Corbus. “I especially want to thank Andrew for his leadership and for building such a strong foundation. I’m excited to tap into the strong existing leadership bench at Clean Energy to formulate a plan for the company’s future and work with the entire talented, hardworking team as we continue to grow our renewable natural gas platform, serve our fleet customers, and take the company to the next level.”
“Co-founding Clean Energy with Boone Pickens and leading it through decades of growth has been a great privilege. I’m incredibly proud of what we’ve built and I’m confident we have the right leader in Clay to advance the company during this exciting period of the heavy-duty transportation market’s transition to alternative fuels. He has my full support,” said Andrew Littlefair.
Clay Corbus Biography – President and CEO, Clean Energy
Mr. Corbus serves as Clean Energy’s President and CEO. With nearly 20 years of experience on the company’s senior leadership team, he has developed corporate strategy, executed growth opportunities, overseen all M&A activities and capital-raising initiatives, and led Clean Energy’s RNG production and distribution businesses.
Previously, he served as Co-CEO of WR Hambrecht + Co, the firm that managed Clean Energy’s 2007 IPO. Earlier in his career, he worked at Donaldson, Lufkin & Jenrette, beginning in 1989. He graduated from Dartmouth College with an AB in Government and holds an MBA in Finance from Columbia University. Mr. Corbus currently serves as a director of Bed, Bath and Beyond and is a trustee of the College of the Atlantic. He has previously served on the boards of Alaska Energy and Resources Co., Niman Ranch, WR Hambrecht + Co, and Goodwill of San Francisco.
About Clean Energy
Clean Energy Fuels Corp. is the country’s largest provider of the cleanest fuel for the transportation market. Our mission is to decarbonize transportation through the development and delivery of renewable natural gas (RNG), a sustainable fuel derived by capturing methane from organic waste. Clean Energy allows thousands of vehicles, from airport shuttles to city buses to waste and heavy-duty trucks, to reduce their amount of climate-harming greenhouse gas. We operate a vast network of fueling stations across the U.S. and Canada as well as RNG production facilities at dairy farms. Visit www.cleanenergyfuels.com and follow @ce_renewables on X and LinkedIn.
Forward-Looking Statements
This news release contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended and Section 21E of the Securities Exchange Act of 1934, as amended, that involve risks, uncertainties and assumptions, including without limitation statements about Clean Energy’s leadership transition, and plans, beliefs, and expectations related thereto. Actual results and the timing of events could differ materially from those anticipated in these forward-looking statements. The forward-looking statements made herein speak only as of the date of this press release and, unless otherwise required by law, Clean Energy undertakes no obligation to publicly update such forward-looking statements to reflect subsequent events or circumstances. Additionally, the reports and other documents Clean Energy files with the SEC (available at www.sec.gov) contain risk factors, which may cause actual results to differ materially from the forward-looking statements contained in this news release.
Clean Energy media contact:
Kimberly Fleer
1-949-437-1447
kimberly.fleer@cleanenergyfuels.com
Gary Foster
1-949-437-1113
gary.foster@cleanenergyfuels.com
Clean Energy investor contact:
Thomas Driscoll
1-949-437-1191
thomas.driscoll@cleanenergyfuels.com
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