POWER OF ATTORNEY
Published on December 7, 2021
EXHIBIT 24
POWER OF ATTORNEY
Know all by these presents that the undersigned hereby
constitutes and appoints each of Mitchell W. Pratt, Robert M.
Vreeland and J. Nathan Jensen, signing singly, the undersigned's
true and lawful attorney-in-fact to:
(1) execute for and on behalf of the undersigned, in the
undersigned's capacity as an officer, director or beneficial owner
of more than ten percent of any registered class of the securities
of Clean Energy Fuels Corp., or one or more of its subsidiaries
(the "Company"), SEC Form ID - Uniform Application for Access
Codes to File On EDGAR;
(2) execute for and on behalf of the undersigned, in the
undersigned's capacity as an officer, director or beneficial
owner of more than ten percent of any registered class of the
securities of the Company, Forms 3, 4 and 5 in accordance with
Section 16(a) of the Securities Exchange Act of 1934 and the
rules thereunder;
(3) do and perform any and all acts for and on behalf of
the undersigned which may be necessary or desirable to complete
and execute any such Form ID or Form 3, 4 or 5 and file such form
with the United States Securities and Exchange Commission and any
stock exchange or similar authority; and
(4) take any other action of any type whatsoever in connection
with the foregoing which, in the opinion of such attorney-in-fact,
may be of benefit to, and in the best interest of, or legally required
by, the undersigned.
The undersigned hereby grants to each such attorney-in-fact
full power and authority to do and perform any and every act and
thing whatsoever requisite, necessary or proper to be done in the
exercise of any of the rights and powers herein granted, as fully
to all intents and purposes as the undersigned might or could do if
personally present, with full power of substitution or revocation,
hereby ratifying and confirming all that such attorney-in-fact, or
such attorney-in-fact's substitute or substitutes, shall lawfully
do or cause to be done by virtue of this power of attorney and
rights and powers herein granted. The undersigned acknowledges that
the foregoing attorneys-in-fact, in serving in such capacity at the
request of the undersigned, are not assuming, nor is the Company
assuming, any of the undersigned's responsibilities to comply with
Section 16 of the Securities Exchange Act of 1934.
This Power of Attorney shall remain in full force and effect
until the undersigned is no longer required to file Forms 3, 4 and 5
with respect to the undersigned's holdings of and transactions in
securities issued by the Company, unless earlier revoked by the
undersigned in a signed writing delivered to the foregoing
attorneys-in-fact.
IN WITNESS WHEREOF, the undersigned has caused this Power of
Attorney to be executed as of this 8th day of November, 2021.
Signature:
/s/ Karine Boissy-Rousseau
Printed Name: KARINE BOISSY-ROUSSEAU