Clean Energy Fuels appoints Jason J. Armstrong CFO
Cash-severance multiples are 225% for termination without cause or for good reason within six months before or one year after a change in control.
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Rhea-AI Filing Summary
Clean Energy Fuels Corp. appointed Jason J. Armstrong as chief financial officer effective October 6, 2026, succeeding Robert M. Vreeland. Armstrong, formerly the company's vice president and corporate controller, will also serve as principal financial officer and principal accounting officer.
Armstrong's agreement provides a $500,000 annual base salary and eligibility for a bonus of up to 100% of base salary, subject to annual performance objectives. The compensation committee approved 35,000 time-vesting restricted stock units vesting in three substantially equal annual installments, subject to continued service. The initial term ends October 6, 2029 and renews for one-year periods unless either party gives at least 60 days' notice. Qualifying severance is 150% of then-current salary plus 150% of prior-year earned cash bonus; for termination without cause or for good reason within six months before or one year after a change in control, cash-severance multiples are 225%. Vreeland is entitled to accelerated equity vesting and qualifying employment-agreement benefits, with the latter subject to an effective release; unvested time-based options also accelerate, and options vested at termination may be exercised through their normal expiration dates.
Filing Explained
For a qualifying termination or nonrenewal, Armstrong’s agreement provides full acceleration of his outstanding equity awards, with performance awards vesting at target; receipt of any severance benefits requires him to sign and not revoke a release in favor of the company.
8-K Event Classification
Key Figures
Key Terms
time-vesting restricted stock units financial
good reason regulatory
change in control regulatory
full acceleration financial
FAQ
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Who is CLNE's new CFO?
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What severance does CLNE's CFO agreement provide around a change in control?
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
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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. |
Chief Financial Officer Transition
On October 6, 2026, Clean Energy Fuels Corp. (the “Company”) agreed with Robert M. Vreeland that he would depart from his role as Chief Financial Officer of the Company and the Company announced that Jason J. Armstrong, the Company’s former Vice President and Corporate Controller, has been appointed as the Company’s new Chief Financial Officer, succeeding Mr. Vreeland effective as of October 6, 2026 (the “Transition Date”). Mr. Armstrong will also serve as the Company’s Principal Financial Officer and Principal Accounting Officer.
There are no arrangements or understandings between Mr. Armstrong and any other persons pursuant to which he was selected as an executive officer of the Company, there are no family relationships between Mr. Armstrong and any of the Company’s 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.
Mr. Armstrong, age 50, has served as the Company’s Vice President and Corporate Controller since 2015. Previously, he was the Company’s Director of SEC Reporting and Divisional Controller from 2014 to 2015. Prior to joining the Company, Mr. Armstrong spent eleven years at global accounting firm EY where he worked in assurance services serving clients in the retail, technology and manufacturing industries. He has extensive experience in financial reporting, mergers, debt and equity transactions, and treasury operations. Mr. Armstrong earned a B.S. in Accountancy and a Master of Accountancy from Brigham Young University and is a Certified Public Accountant.
In connection with Mr. Armstrong’s appointment as Chief Financial Officer, Mr. Armstrong entered into an employment agreement with the Company that is effective as of the Transition Date (the “Employment Agreement”), the material terms of which are summarized below.
Armstrong Employment Agreement
The Employment Agreement has an initial term ending October 6, 2029, which will automatically renew for additional one-year terms unless the Company or Mr. Armstrong gives notice of non-renewal at least sixty days prior to the expiration of the then-current term.
Base Salary and Bonus. Mr. Armstrong will receive an annual base salary of $500,000, subject to increase at the discretion of the Compensation Committee of the Board. Mr. Armstrong will be eligible to earn an annual bonus of up 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. Armstrong 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. Armstrong 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 35,000 time-vesting restricted stock units, vesting in three substantially equal annual installments on each of the first three anniversaries of the Transition Date, subject to Mr. Armstrong’s continued provision of services.
Other Benefits. Mr. Armstrong 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. Armstrong than those provided by the plans in effect on the date of the Employment Agreement.
Severance Terms. If the Company terminates Mr. Armstrong’s employment without cause or Mr. Armstrong 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. Armstrong 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. Armstrong’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. Armstrong 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. Armstrong’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 225% of his then-current base salary and 225% 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. Armstrong 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.
In connection with Mr. Vreeland’s departure, the Company anticipates entering into a release agreement with Mr. Vreeland. Mr. Vreeland will be entitled to receive accelerated equity award vesting under the terms of the Company’s equity award agreements and qualifying termination benefits pursuant to his employment agreement previously filed with the Securities and Exchange Commission on December 31, 2015, which benefits under the employment agreement are subject to the release becoming effective. Mr. Vreeland will also receive accelerated vesting of his outstanding unvested time-based options and will have up until the normal expiration date to exercise any options that are vested on the date of his termination of employment.
| Item 7.01 | Regulation FD Disclosure. |
On October 6, 2026, the Company issued a press release announcing Mr. Armstrong’s appointment as the Company’s Chief Financial Officer to succeed Mr. Vreeland 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 Jason J. Armstrong, dated as of October 6, 2026. | |
| 99.1 | Press Release, dated October 6, 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: October 6, 2026 | Clean Energy Fuels Corp. | |
| By: | /s/ Barclay F. Corbus | |
| Name: Barclay F. Corbus | ||
| Title: President and Chief Executive Officer | ||
Exhibit 99.1
Clean Energy names JJ Armstrong Chief Financial Officer
[Clean Energy CFO, JJ Armstrong]
Newport Beach, Calif. – October 6, 2026 — Clean Energy Fuels Corp. (NASDAQ: CLNE), the country’s leading provider of renewable natural gas (RNG) for the transportation market, has named JJ Armstrong its new Chief Financial Officer (CFO), succeeding Robert Vreeland, effective immediately. In the new role, Armstrong will also become one of the company’s named executive officers.
Armstrong has been with Clean Energy since 2014 when he joined as Director of SEC Reporting and Divisional Controller and has since advanced to Vice President and Corporate Controller. During his tenure, he has played a key role across the company’s finance and accounting functions and brings extensive experience in financial reporting, mergers, debt and equity transactions, and treasury operations.
“JJ has been with Clean Energy for more than a decade and knows our business inside and out,” said Clay Corbus, CEO of Clean Energy. “He has a deep understanding of all our financial operations, our strategy, and where we see opportunities ahead. That experience, along with the trust he has built across the organization, makes him the right person to take on the role of CFO. I’m excited to have JJ join our executive leadership team as we continue to focus on growth, the implementation of new technologies, and delivering value for our shareholders.”
“I’m excited to take on this new role and the opportunity that comes with it,” said JJ Armstrong. “We have an experienced team and a strong foundation to build on, and I look forward to working with Clay and the broader leadership team to support our priorities and help move the business forward.”
“I also want to thank Bob Vreeland for the leadership he demonstrated for the dozen years as CFO of Clean Energy,” said Mr. Corbus. “Bob has been the consummate professional steering our financial activities while being a pleasure to work with. As he heads into retirement, the entire company wishes Bob the best in this new and exciting stage of his life.”
Prior to joining Clean Energy, Mr. Armstrong spent 11 years at global accounting firm EY, working in assurance services with clients across the retail, technology and manufacturing industries.
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 Chief Financial Officer 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
Clean Energy investor contact:
Thomas Driscoll
1-949-437-1191
thomas.driscoll@cleanenergyfuels.com