Clean Energy Fuels (NASDAQ: CLNE) appoints Bart Frabotta as COO
Rhea-AI Filing Summary
Clean Energy Fuels Corp. appointed long-time executive Bartolomeo (Bart) A. Frabotta as Chief Operating Officer, effective June 23, 2026. He has been with the company since 2010 and most recently served as Group Vice President of Operations, leading operational and technology initiatives.
Under a new employment agreement running initially through June 23, 2029, Frabotta will receive an annual base salary of $545,056 and is eligible for a target annual bonus equal to 100% of his base salary, based on performance objectives. In connection with his promotion, he received an incremental grant of 50,000 time-vesting restricted stock units, vesting in three equal annual installments from the appointment date.
If his employment is terminated without cause, for good reason, or not renewed, he is eligible for cash severance equal to 150% of base salary and prior-year bonus, one year of company-paid benefits, and full acceleration of equity awards; these cash amounts increase to 225% in connection with certain change in control terminations.
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8-K Event Classification
Key Figures
Key Terms
Chief Operating Officer financial
restricted stock units financial
change in control financial
good reason financial
forward-looking statements regulatory
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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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. |
Appointment of Bartolomeo A. Frabotta as Chief Operating Officer
On June 23, 2026, Clean Energy Fuels Corp. (the “Company”) announced that Bartolomeo A. Frabotta, the Company’s former Group Vice President, has been appointed as the Company’s Chief Operating Officer, effective as of June 23, 2026 (the “Appointment Date”).
There are no arrangements or understandings between Mr. Frabotta and any other persons pursuant to which he was selected as an executive officer, there are no family relationships between Mr. Frabotta 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.
Mr. Frabotta, age 57, has served as the Company’s Group Vice President since May 2021. Previously, Mr. Frabotta served as the Company’s Vice President of Operations from December 2012 to May 2021. Prior to that, he served as the Company’s Vice President of Information Technology from November 2010 to December 2012. In these roles, Mr. Frabotta has led enterprise operations, services and delivery, and technology initiatives supporting the Company’s fueling infrastructure and renewable fuel production operations. From 2007 to 2010, Mr. Frabotta was Chief Information Officer at Watt Companies, a privately held real estate investment and development firm. From 1996 to 2007, he was Vice President of Information Technology at Westfield, Inc., a global owner, operator, and developer of shopping centers. Mr. Frabotta earned a Bachelor of Science in Accounting from California State University, Northridge, and a Master of Business Administration from the Florida Institute of Technology.
In connection with Mr. Frabotta’s appointment as Chief Operating Officer, Mr. Frabotta entered into an employment agreement with the Company that is effective as of the Appointment Date (the “Employment Agreement”), the material terms of which are summarized below.
Frabotta Employment Agreement
The Employment Agreement has an initial term ending June 23, 2029, which will automatically renew for additional one-year terms unless the Company or Mr. Frabotta gives notice of non-renewal at least sixty days prior to the expiration of the then-current term.
Base Salary and Bonus. Mr. Frabotta will receive an annual base salary of $545,056, subject to increase at the discretion of the Compensation Committee of the Board. Mr. Frabotta 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. Frabotta 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. Frabotta 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 50,000 time-vesting restricted stock units, vesting in three substantially equal annual installments on each of the first three anniversaries of the Appointment Date, subject to Mr. Frabotta’s continued provision of services.
Other Benefits. Mr. Frabotta 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. Frabotta than those provided by the plans in effect on the date of the Employment Agreement.
Severance Terms. If the Company terminates Mr. Frabotta’s employment without cause or Mr. Frabotta 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. Frabotta 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. Frabotta’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. Frabotta 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. Frabotta’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. Frabotta 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.
| Item 7.01 | Regulation FD Disclosure. |
On June 23, 2026, the Company issued a press release announcing Mr. Frabotta’s appointment as the Company’s Chief Operating Officer. 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 Clean Energy Fuels Corp. and Bartolomeo A. Frabotta, dated as of June 23, 2026. | |
| 99.1 | Press Release, dated June 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: June 23, 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 appoints Bart Frabotta as Chief Operating Officer
Newport Beach, Calif. – June 23, 2026 — Clean Energy Fuels Corp. (NASDAQ: CLNE), the country’s leading provider of renewable natural gas (RNG) for the transportation market, today announced the appointment of Bart Frabotta as Chief Operating Officer (COO). Frabotta will oversee Clean Energy’s operations division and will also become one of the company’s named executive officers.
Frabotta joined Clean Energy in 2010 and has served as Group Vice President of Operations since 2021. He has over 20 years of leadership experience in energy infrastructure, construction, operations, technology, and industrial services.
Stepping into the role as COO, he will lead company-wide operational functions, including station operations, RNG and liquefied natural gas (LNG) production, engineering and construction, field services, supply chain, EHS, IT, and AI initiatives. He will also oversee key business transformation programs.
“Since joining Clean Energy, Bart has been tasked with more and more responsibilities and has always overperformed,” said Clay Corbus, President and CEO of Clean Energy. “His leadership has driven meaningful change in reliability, efficiency, and cost structure across our station network. I will look to Bart to take the lead in two of my top priorities – becoming a technology-forward company implementing all the advantages AI has to offer, and making Clean Energy a low-cost company while still accelerating growth.”
“Taking on the role of COO at such an important time for Clean Energy and the broader alternative fuels industry is both an honor and a tremendous opportunity,” said Frabotta. “We have an incredibly talented team across the organization, and I’m excited to continue working alongside them to enhance our capabilities, deliver reliable solutions, and help drive our company into its next phase of growth.”
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 the appointment of Bart Frabotta as Clean Energy’s Chief Operating Officer, and plans, beliefs, and expectations related thereto. 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