XML 15 R2.htm IDEA: XBRL DOCUMENT v3.25.1
Pay vs Performance Disclosure
pure in Thousands
12 Months Ended
Dec. 31, 2024
USD ($)
Dec. 31, 2023
USD ($)
Dec. 31, 2022
USD ($)
Dec. 31, 2021
USD ($)
Dec. 31, 2020
USD ($)
Pay vs Performance Disclosure          
Pay vs Performance Disclosure, Table
Pay Versus Performance
Under rules adopted pursuant to the Dodd-Frank Act, we are required to disclose certain information about the relationship between the compensation actually paid to our named executive officers and certain measures of company performance. The material that follows is provided in compliance with these rules; however, additional information regarding our compensation philosophy, the structure of our performance- based compensation programs, and compensation decisions made this year is described above in our “Compensation Discussion and Analysis.”
The following table provides information regarding compensation actually paid to our principal executive officer, or PEO, and other NEOs for each year from 2020 to 2024, compared to our total stockholder return (“TSR”) cumulatively from December 31, 2019 through the end of each such year, and our Net Income, and Adjusted EBITDA for each such year.
Year
Summary
Compensation
Table Total
for CEO(1)
Compensation
Actually
Paid to
CEO(2)
Average
Summary
Compensation
Table Total
for Other
NEOs(3)
Average
Compensation
Actually
Paid for
Other
NEOs(2)(3)
Value of
initial fixed
$100 investment
based on(4):
Net Income
(loss) ($)
(in thousands)
Economic
Adjusted
EBITDA ($)(5)(6)
(in thousands)
TSR
Peer Group
TSR
2024 $ 2,674,559 $ 1,048,848 $ 1,972,018 $ 1,139,874 $ 107.26 $ 133.66 $ (83,070) $ 76,642
2023 $ 1,977,858 $ 21,562 $ 1,379,125 $ 435,876 $ 222.67 $ 150.31 $ (99,497) $ 43,571
2022 $ 1,125,510 $ 297,609 $ 650,073 $ 278,924 $ 256.16 $ 114.70 $ (58,733) $ 50,003
2021 $ 10,811,193 $ 9,710,227 $ 5,208,251 $ 4,623,456 $ 301.97 $ 146.23 $ (93,146) $ 57,032
2020 $ 1,826,353 $ 4,056,472 $ 951,260 $ 2,120,126 $ 387.19 $ 128.61 $ (9,864) $ 45,134
(1)
Mr. Littlefair was the CEO for each of 2020, 2021, 2022, 2023 and 2024.
(2)
SEC rules require certain adjustments be made to the Summary Compensation Table totals to determine “compensation actually paid” as reported in the Pay versus Performance Table. “Compensation actually paid” does not necessarily represent cash and/or equity value transferred to the applicable NEO without restriction, but rather is a value calculated under applicable SEC rules. In general, “compensation actually paid” is calculated as Summary Compensation Table total compensation adjusted to include the fair market value of equity awards as of December 31 of the applicable year or, if earlier, the vesting date (rather than the grant date). NEOs do not participate in a defined benefit plan so no adjustment for pension benefits is included in the table below. Similarly, no adjustment is made for dividends as dividends are factored into the fair value of the award. Finally, there were no equity awards which were granted and vested in the same year, other than the award of profits interest granted to Mr. Pratt, our former Chief Operating Officer, in 2023 under the CLNE PlasmaFlow Holdings, LLC 2023 Equity Incentive Plan. The following table details these adjustments:
Year
Executive(s)
Summary
Compensation
Table Total ($)
Subtract
Stock
Awards ($)
Add
Year-End
Equity
Value ($)
Add
Change in
Value of Prior
Unvested
Equity
Awards ($)
Add Value
of Equity
Awards
That
Vested in
the Year of
Grant ($)
Add
Change in
Value of
Vested
Equity
Awards ($)
Subtract
Value of
Equity Awards
that Failed
to Meet
Vesting
Conditions ($)
Compensation
Actually
Paid ($)
2024
CEO
$ 2,674,559 $ 1,110,500 $ 970,362 $ (1,332,553) $ $ (153,019) $ $ 1,048,848
Other NEOs
$ 1,972,018 $ 1,117,875 $ 978,771 $ (591,863) $ $ (101,177) $ $ 1,139,874
2023
CEO
$ 1,977,858 $ 738,750 $ 455,211 $ (1,604,939) $ $ (67,818) $ $ 21,562
Other NEOs
$ 1,379,125 $ 655,633 $ 384,401 $ (661,310) $ 31,800 $ (42,507) $ $ 435,876
2022
CEO
$ 1,125,510 $ 852 $ 780 $ (833,791) $ $ 5,962 $ $ 297,609
Other NEOs
$ 650,073 $ 284 $ 260 $ (374,021) $ $ 2,896 $ $ 278,924
2021
CEO
$ 10,811,193 $ 9,200,924 $ 7,210,210 $ (239,935) $ $ 1,283,125 $ 153,443 $ 9,710,227
Other NEOs
$ 5,208,251 $ 4,353,301 $ 3,316,767 $ (131,158) $ $ 663,205 $ 80,307 $ 4,623,456
2020
CEO
$ 1,826,353 $ 296,208 $ 1,057,074 $ 1,448,260 $ $ 53,165 $ 32,172 $ 4,056,472
Other NEOs
$ 951,260 $ 165,528 $ 590,718 $ 741,170 $ $ 19,344 $ 16,838 $ 2,120,126
(3)
For each of 2020, 2021, 2022 and 2023, the other NEOs were Messrs. Vreeland, Pratt, and Corbus. On May 17, 2023, Mr. Pratt transitioned from Chief Operating Officer to Chief Technology Development Officer and ceased being an executive officer of our Company. For 2024, the other NEOs were Messrs. Vreeland and Corbus.
(4)
TSR is determined based on the value of an initial fixed investment of $100. The TSR peer group consists of the Russell 2000 Index.
(5)
The most important performance measures used by our Company to link executive compensation actually paid to the Company’s NEOs, for the most recently completed fiscal year, to our Company’s performance are as follows:

Adjusted EBITDA (6)

Volume (in GGEs)

Volume Margin per GGE

Volume of RNG
(6)
Please see “Calculation of 2024 Adjusted EBITDA” below for more information on how we define Adjusted EBITDA.
       
Company Selected Measure Name Adjusted EBITDA        
Named Executive Officers, Footnote
(1)
Mr. Littlefair was the CEO for each of 2020, 2021, 2022, 2023 and 2024.
(3)
For each of 2020, 2021, 2022 and 2023, the other NEOs were Messrs. Vreeland, Pratt, and Corbus. On May 17, 2023, Mr. Pratt transitioned from Chief Operating Officer to Chief Technology Development Officer and ceased being an executive officer of our Company. For 2024, the other NEOs were Messrs. Vreeland and Corbus.
       
Peer Group Issuers, Footnote
(4)
TSR is determined based on the value of an initial fixed investment of $100. The TSR peer group consists of the Russell 2000 Index.
       
PEO Total Compensation Amount $ 2,674,559 $ 1,977,858 $ 1,125,510 $ 10,811,193 $ 1,826,353
PEO Actually Paid Compensation Amount $ 1,048,848 21,562 297,609 9,710,227 4,056,472
Adjustment To PEO Compensation, Footnote
(2)
SEC rules require certain adjustments be made to the Summary Compensation Table totals to determine “compensation actually paid” as reported in the Pay versus Performance Table. “Compensation actually paid” does not necessarily represent cash and/or equity value transferred to the applicable NEO without restriction, but rather is a value calculated under applicable SEC rules. In general, “compensation actually paid” is calculated as Summary Compensation Table total compensation adjusted to include the fair market value of equity awards as of December 31 of the applicable year or, if earlier, the vesting date (rather than the grant date). NEOs do not participate in a defined benefit plan so no adjustment for pension benefits is included in the table below. Similarly, no adjustment is made for dividends as dividends are factored into the fair value of the award. Finally, there were no equity awards which were granted and vested in the same year, other than the award of profits interest granted to Mr. Pratt, our former Chief Operating Officer, in 2023 under the CLNE PlasmaFlow Holdings, LLC 2023 Equity Incentive Plan. The following table details these adjustments:
Year
Executive(s)
Summary
Compensation
Table Total ($)
Subtract
Stock
Awards ($)
Add
Year-End
Equity
Value ($)
Add
Change in
Value of Prior
Unvested
Equity
Awards ($)
Add Value
of Equity
Awards
That
Vested in
the Year of
Grant ($)
Add
Change in
Value of
Vested
Equity
Awards ($)
Subtract
Value of
Equity Awards
that Failed
to Meet
Vesting
Conditions ($)
Compensation
Actually
Paid ($)
2024
CEO
$ 2,674,559 $ 1,110,500 $ 970,362 $ (1,332,553) $ $ (153,019) $ $ 1,048,848
Other NEOs
$ 1,972,018 $ 1,117,875 $ 978,771 $ (591,863) $ $ (101,177) $ $ 1,139,874
2023
CEO
$ 1,977,858 $ 738,750 $ 455,211 $ (1,604,939) $ $ (67,818) $ $ 21,562
Other NEOs
$ 1,379,125 $ 655,633 $ 384,401 $ (661,310) $ 31,800 $ (42,507) $ $ 435,876
2022
CEO
$ 1,125,510 $ 852 $ 780 $ (833,791) $ $ 5,962 $ $ 297,609
Other NEOs
$ 650,073 $ 284 $ 260 $ (374,021) $ $ 2,896 $ $ 278,924
2021
CEO
$ 10,811,193 $ 9,200,924 $ 7,210,210 $ (239,935) $ $ 1,283,125 $ 153,443 $ 9,710,227
Other NEOs
$ 5,208,251 $ 4,353,301 $ 3,316,767 $ (131,158) $ $ 663,205 $ 80,307 $ 4,623,456
2020
CEO
$ 1,826,353 $ 296,208 $ 1,057,074 $ 1,448,260 $ $ 53,165 $ 32,172 $ 4,056,472
Other NEOs
$ 951,260 $ 165,528 $ 590,718 $ 741,170 $ $ 19,344 $ 16,838 $ 2,120,126
       
Non-PEO NEO Average Total Compensation Amount $ 1,972,018 1,379,125 650,073 5,208,251 951,260
Non-PEO NEO Average Compensation Actually Paid Amount $ 1,139,874 435,876 278,924 4,623,456 2,120,126
Adjustment to Non-PEO NEO Compensation Footnote
(2)
SEC rules require certain adjustments be made to the Summary Compensation Table totals to determine “compensation actually paid” as reported in the Pay versus Performance Table. “Compensation actually paid” does not necessarily represent cash and/or equity value transferred to the applicable NEO without restriction, but rather is a value calculated under applicable SEC rules. In general, “compensation actually paid” is calculated as Summary Compensation Table total compensation adjusted to include the fair market value of equity awards as of December 31 of the applicable year or, if earlier, the vesting date (rather than the grant date). NEOs do not participate in a defined benefit plan so no adjustment for pension benefits is included in the table below. Similarly, no adjustment is made for dividends as dividends are factored into the fair value of the award. Finally, there were no equity awards which were granted and vested in the same year, other than the award of profits interest granted to Mr. Pratt, our former Chief Operating Officer, in 2023 under the CLNE PlasmaFlow Holdings, LLC 2023 Equity Incentive Plan. The following table details these adjustments:
Year
Executive(s)
Summary
Compensation
Table Total ($)
Subtract
Stock
Awards ($)
Add
Year-End
Equity
Value ($)
Add
Change in
Value of Prior
Unvested
Equity
Awards ($)
Add Value
of Equity
Awards
That
Vested in
the Year of
Grant ($)
Add
Change in
Value of
Vested
Equity
Awards ($)
Subtract
Value of
Equity Awards
that Failed
to Meet
Vesting
Conditions ($)
Compensation
Actually
Paid ($)
2024
CEO
$ 2,674,559 $ 1,110,500 $ 970,362 $ (1,332,553) $ $ (153,019) $ $ 1,048,848
Other NEOs
$ 1,972,018 $ 1,117,875 $ 978,771 $ (591,863) $ $ (101,177) $ $ 1,139,874
2023
CEO
$ 1,977,858 $ 738,750 $ 455,211 $ (1,604,939) $ $ (67,818) $ $ 21,562
Other NEOs
$ 1,379,125 $ 655,633 $ 384,401 $ (661,310) $ 31,800 $ (42,507) $ $ 435,876
2022
CEO
$ 1,125,510 $ 852 $ 780 $ (833,791) $ $ 5,962 $ $ 297,609
Other NEOs
$ 650,073 $ 284 $ 260 $ (374,021) $ $ 2,896 $ $ 278,924
2021
CEO
$ 10,811,193 $ 9,200,924 $ 7,210,210 $ (239,935) $ $ 1,283,125 $ 153,443 $ 9,710,227
Other NEOs
$ 5,208,251 $ 4,353,301 $ 3,316,767 $ (131,158) $ $ 663,205 $ 80,307 $ 4,623,456
2020
CEO
$ 1,826,353 $ 296,208 $ 1,057,074 $ 1,448,260 $ $ 53,165 $ 32,172 $ 4,056,472
Other NEOs
$ 951,260 $ 165,528 $ 590,718 $ 741,170 $ $ 19,344 $ 16,838 $ 2,120,126
       
Compensation Actually Paid vs. Total Shareholder Return [MISSING IMAGE: bc_comppaid-4c.jpg]        
Compensation Actually Paid vs. Net Income [MISSING IMAGE: bc_compincome-4c.jpg]        
Compensation Actually Paid vs. Company Selected Measure [MISSING IMAGE: bc_compebitda-4c.jpg]        
Total Shareholder Return Vs Peer Group [MISSING IMAGE: bc_comptsr-4c.jpg]        
Tabular List, Table
(5)
The most important performance measures used by our Company to link executive compensation actually paid to the Company’s NEOs, for the most recently completed fiscal year, to our Company’s performance are as follows:

Adjusted EBITDA (6)

Volume (in GGEs)

Volume Margin per GGE

Volume of RNG
       
Total Shareholder Return Amount $ 107.26 222.67 256.16 301.97 387.19
Peer Group Total Shareholder Return Amount 133.66 150.31 114.7 146.23 128.61
Net Income (Loss) $ (83,070,000) $ (99,497,000) $ (58,733,000) $ (93,146,000) $ (9,864,000)
Company Selected Measure Amount 76,642 43,571 50,003 57,032 45,134
PEO Name Mr. Littlefair        
Measure:: 1          
Pay vs Performance Disclosure          
Name Adjusted EBITDA        
Non-GAAP Measure Description
(6)
Please see “Calculation of 2024 Adjusted EBITDA” below for more information on how we define Adjusted EBITDA.
       
Measure:: 2          
Pay vs Performance Disclosure          
Name Volume (in GGEs)        
Measure:: 3          
Pay vs Performance Disclosure          
Name Volume Margin per GGE        
Measure:: 4          
Pay vs Performance Disclosure          
Name Volume of RNG        
PEO | Aggregate Grant Date Fair Value of Equity Award Amounts Reported in Summary Compensation Table          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount $ (1,110,500) $ (738,750) $ (852) $ (9,200,924) $ (296,208)
PEO | Year-end Fair Value of Equity Awards Granted in Covered Year that are Outstanding and Unvested          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount 970,362 455,211 780 7,210,210 1,057,074
PEO | Year-over-Year Change in Fair Value of Equity Awards Granted in Prior Years That are Outstanding and Unvested          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount (1,332,553) (1,604,939) (833,791) (239,935) 1,448,260
PEO | Vesting Date Fair Value of Equity Awards Granted and Vested in Covered Year          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount
PEO | Change in Fair Value as of Vesting Date of Prior Year Equity Awards Vested in Covered Year          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount (153,019) (67,818) 5,962 1,283,125 53,165
PEO | Prior Year End Fair Value of Equity Awards Granted in Any Prior Year that Fail to Meet Applicable Vesting Conditions During Covered Year          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount (153,443) (32,172)
Non-PEO NEO | Aggregate Grant Date Fair Value of Equity Award Amounts Reported in Summary Compensation Table          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount (1,117,875) (655,633) (284) (4,353,301) (165,528)
Non-PEO NEO | Year-end Fair Value of Equity Awards Granted in Covered Year that are Outstanding and Unvested          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount 978,771 384,401 260 3,316,767 590,718
Non-PEO NEO | Year-over-Year Change in Fair Value of Equity Awards Granted in Prior Years That are Outstanding and Unvested          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount (591,863) (661,310) (374,021) (131,158) 741,170
Non-PEO NEO | Vesting Date Fair Value of Equity Awards Granted and Vested in Covered Year          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount 31,800
Non-PEO NEO | Change in Fair Value as of Vesting Date of Prior Year Equity Awards Vested in Covered Year          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount (101,177) (42,507) 2,896 663,205 19,344
Non-PEO NEO | Prior Year End Fair Value of Equity Awards Granted in Any Prior Year that Fail to Meet Applicable Vesting Conditions During Covered Year          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount $ (80,307) $ (16,838)