Clean Energy Fuels Corp. — Form 8-K Summary
Event date: October 6, 2026. This filing reports an executive transition and related compensation arrangements; it does not report quarterly or annual financial results.
Business context and key financial information
Jason J. Armstrong succeeded Robert M. Vreeland as Chief Financial Officer effective October 6, 2026. Armstrong also became the Company’s Principal Financial Officer and Principal Accounting Officer. The filing provides no revenue, profit, cash flow, margin, debt, liquidity, or other operating metrics, and no comparable-period financial data.
Transition and compensation terms
- Armstrong had served as Vice President and Corporate Controller since 2015. He previously held Company SEC reporting and divisional controller roles and worked at EY.
- His employment agreement has an initial term through October 6, 2029, with automatic one-year renewals unless either party gives at least 60 days’ notice of non-renewal.
- Annual base salary is $500,000, subject to possible increase. He is eligible for an annual bonus of up to 100% of base salary, based on objectives set by the Board’s Compensation Committee.
- The Compensation Committee approved 35,000 restricted stock units, vesting in three substantially equal annual installments, subject to continued service.
- For qualifying termination or non-renewal, severance generally includes cash equal to 150% of then-current base salary plus 150% of the prior year’s earned annual bonus, a potential termination-year bonus based on actual performance, one year of continued benefits, and full equity-award acceleration. The cash multiples increase to 225% if a qualifying termination occurs within the specified change-in-control window. Severance requires an effective release.
- The Company anticipates entering into a release agreement with Vreeland. His equity acceleration and other qualifying termination benefits are subject to the terms of his award agreements and employment agreement; certain benefits require an effective release.
Outlook, risks, and unusual items
The filing provides no business or financial guidance. The CFO succession, severance obligations, and accelerated equity vesting are the principal disclosed developments. The filing does not state the amounts of Vreeland’s termination benefits or the value of the equity awards subject to acceleration.
Investor facts to verify
- Review Exhibit 10.1 for the full employment agreement, definitions of qualifying termination and change in control, and detailed severance conditions.
- Confirm the final terms and effectiveness of Vreeland’s anticipated release agreement and resulting benefits.
- Assess any subsequent filings for financial disclosure of severance costs, equity acceleration, or other transition-related expenses.