DEF 14A of California Resources Corp, Mar 21, 2024

DEF 14A of California Resources Corp

Filed Mar 21, 2024 · FY20230000950170-24-034816

Open on EDGAR

  1. TO BE HELD ON MAY 3, 2024

    | Compensation Committee Report | 43 | | Executive Compensation Tables | 44 | | Summary Compensation Table | 44 | | Grants of Plan-Based Awards | 46 | | Narrative Disclosure to Summary Compensation Table and Grants of Plan-Based Awards Table | 47 | | Outstanding Equity Awards at December 31, 2023 | 48 | | Option Exercises and Stock Vested in 2023 | 49 | | 2023 Nonqualified Deferred Compensation Table | 49 | | Potential Payments upon Termination or Change in Control | 50 | | CEO Pay Ratio | 56 | | Pay Versus Performance Disclosures | 57 | | Director Compensation | 61 | | Program Objectives | 61 | | Program Elements | 61 | | 2023 Compensation of Directors | 62 |

  2. TO BE HELD ON MAY 3, 2024

    CALIFORNIA RESOURCES CORPORATION i

  3. TO BE HELD ON MAY 3, 2024

    | Stock Ownership Information | 63 | | Security Ownership of Directors, Management and Certain Beneficial Holders | 63 | | Proposals Requiring Your Vote | 65 | | Proposal 1: Election of Directors | 65 | | Proposal 2: Ratification of the Appointment of the Independent Registered Public Accounting Firm | 65 | | Proposal 3: Advisory Vote to Approve Named Executive Officer Compensation | 66 | | General Information | 67 | | Voting Procedures | 67 | | Record Date | 67 | | Appointment of Proxy Holders | 67 | | Quorum and Discretionary Authority | 67 | | How to Vote Shares Registered in Your Name | 68 | | How to Vote Shares Held in “Street Name” | 68 | | Revoking or Changing a Proxy | 69 | | Required Vote and Method of Counting | 69 | | Method and Cost of Soliciting and Tabulating Votes | 70 | | Attending the Annual Meeting | 70 | | Notice of Internet Availability of Proxy Materials | 71 | | Stockholder Proposals and Director Nominations | 72 | | Householding of Proxy Materials | 72 | | 2023 Annual Report | 73 | | Annex A – Reconciliation of Non-GAAP Measures | A-1 |

  4. TO BE HELD ON MAY 3, 2024

    CALIFORNIA RESOURCES CORPORATION ii This summary highlights information contained in the proxy statement. This summary does not contain all of the information you should consider, and you should read the entire proxy statement carefully before voting. California Resources Corporation, together with its subsidiaries, is referred to herein as “we,” “our,” “us,” the “Company” or “CRC.” The 2024 annual meeting of stockholders described below is referred to herein as the “Annual Meeting.” 2024 Annual Meeting of Stockholders

  5. TO BE HELD ON MAY 3, 2024

    | Date: | May 3, 2024 | | Time: | 11:00 a.m., Pacific Time | | Place: | Virtual meeting at https://www.virtualshareholdermeeting.com/CRC2024 | | Record Date: | March 15, 2024 |

  6. TO BE HELD ON MAY 3, 2024

    The Annual Meeting will be held in a virtual meeting format only at https://www.virtualshareholdermeeting.com/CRC2024. You will not be able to attend the Annual Meeting in person. If you wish to attend the Annual Meeting, you must follow the instructions under “Attending the Annual Meeting” below. A Notice of Internet Availability of Proxy Materials, which contains instructions on how to access the proxy statement and vote online, was mailed to our stockholders beginning on March 22, 2024, and also made available to our stockholders over the Internet on the same date. Agenda and the Board’s Recommendation on Voting Matters The following table summarizes the items that will be brought for a vote of our stockholders at the Annual Meeting, along with the recommendation of our Board of Directors as to how stockholders should vote on each item.

  7. TO BE HELD ON MAY 3, 2024

    | Agenda Item | | Description | Board’s Recommendation | | 1. | Proposal 1 | Election of the nine director nominees named in this proxy statement each for a one-year term | FOR EACH NOMINEE | | 2. | Proposal 2 | Ratification of the appointment of KPMG LLP as our independent registered public accounting firm for 2024 | FOR | | 3. | Proposal 3 | Advisory vote to approve named executive officer compensation | FOR |

  8. TO BE HELD ON MAY 3, 2024

    Voting: Stockholders as of the record date are entitled to vote. Each share of common stock entitles its holder to one vote for each director nominee and one vote for each of the proposals to be voted on. Directors The Board of Directors is currently comprised of seven independent directors, plus Mr. McFarland and Mr. Leon. Each of our independent directors, other than Mr. Quintana, and Mr. McFarland and Mr. Leon will stand for re-election at our Annual Meeting. Mr. Kendall will also stand for election at the Annual Meeting. Assuming each of our nominees is elected, the Board of Directors will continue to be comprised of seven independent directors, plus Mr. McFarland and Mr. Leon, following the Annual Meeting. The following table provides summary information about each of our current directors and director nominees and whether the Board of Directors considers each of them to be independent under the New York Stock Exchange’s (“NYSE”) independence standards.

  9. TO BE HELD ON MAY 3, 2024

    | | | | | | Committees | | | | | | | | | | Director | | | | Nominating & | | | Director/Director Nominees | Positions | Age | Independent | Since | Audit | Compensation | Finance | Governance | Sustainability | | Andrew B. Bremner | | 33 | Yes | 2021 | | ● | ● | | ● | | Tiffany (TJ) Thom Cepak | Chair | 51 | Yes | 2020 | | | ● | | | | James N. Chapman | | 61 | Yes | 2020 | | Chair | Chair | | | | Christian S. Kendall | | 57 | Yes | N/A | | | | | | | Francisco J. Leon | President & CEO | 47 | No | 2023 | | | | | | | Mark A. (Mac) McFarland | | 54 | No | 2020 | | | | | | | Nicole Neeman Brady | | 43 | Yes | 2021 | | ● | | | ● | | Julio M. Quintana * | | 64 | Yes | 2020 | ● | | | Chair | | | William B. Roby | | 64 | Yes | 2020 | ● | | | ● | Chair | | Alejandra (Ale) Veltmann | | 56 | Yes | 2021 | Chair | | | ● | |

  10. TO BE HELD ON MAY 3, 2024

    * Mr. Quintana is not standing for reelection, and his term will expire at the Annual Meeting. Mr. Quintana's decision not to stand for reelection was not due to any disagreements with the Company on any matter regarding its operations, policies or practices. Corporate Governance Highlights

  11. TO BE HELD ON MAY 3, 2024

    | | Majority voting. In 2022, the Board submitted for approval, and the stockholders approved, proposals to amend the Company’s Certificate of Incorporation to reduce the prior supermajority voting thresholds to majority thresholds. | | | 7 out of 9 Board members are independent. The Board has determined 7 out of 9 current Board members, and 7 out of 9 director nominees, are independent within the meaning of NYSE listing standards. | | | Anti-Hedging and Anti-Pledging Policy. In response to feedback in prior years, our Insider Trading Policy specifically prohibits the hedging or pledging of our securities. | | | Overboarding Policy. We maintain a policy to restrict directors from serving on more than three other public company boards without approval. | | | Clawback Policy. We maintain a comprehensive, standalone policy that covers cash, equity, equity-based and other awards under our incentive compensation programs. | | | Board is not classified. Our directors are elected on an annual basis. | | | Independent Board committees. Our standing committees are made up of independent directors. Each standing committee operates under a written charter that has been approved by the Board and is available to stockholders on our website. | | | Each committee has the authority to retain independent advisors. | | | Frequent executive sessions of independent directors. In 2023, the independent directors held executive sessions on a regular basis. | | | No stockholder rights plan (“poison pill”) in effect. | | | Whistleblower reports. Our VP Internal Audit informs the Audit Committee about whistleblower reports and other communications that are received on our anonymous compliance hotline or through other channels. The Audit Committee Chair also has direct access to such whistleblower reports. |

  12. TO BE HELD ON MAY 3, 2024

    | | Director evaluation process. Each year, each of the Board committees and the full Board of Directors undertakes a self-assessment of its performance. | | | CEO and management evaluation process. The Board of Directors conducts an annual performance review of management, including the CEO, and regularly reviews succession planning for the CEO and senior management. |

  13. TO BE HELD ON MAY 3, 2024

    Compensation Program Highlights Our 2023 compensation program further aligns our executives' interests with those of our stockholders by allocating 60% of the long-term incentives to performance-based stock awards and 40% to time-vested stock awards. The performance-based awards use both cumulative total shareholder returns and total shareholder returns compared to the companies in the XOP Index as the basis for payouts, linking the realizable value for a majority of executives' compensation to both the stock price and shareholder returns. Compensation Program Practices Our executive compensation program is designed to motivate our executives to take actions that are aligned with our short- and long-term strategic objectives, appropriately balancing risk versus potential reward. It is designed to incorporate compensation best practices and is governed by our Compensation Committee. Our annual incentive awards and long-term incentive plans are performance-based and intended to align with the long-term best interests of stockholders and to retain our management team. The Compensation Committee has engaged in best practices to align executive pay with Company performance and to ensure good governance in the following ways: WHAT WE DO √ We pay for performance. A significant portion of the compensation of our named executive officers is directly linked to the Company’s performance, by way of a compensation structure that includes performance-based annual and long-term incentive awards. √ We are stockholder aligned. Annual and long-term incentive awards are based on performance measures that are aligned with the creation of value for our stockholders. All of the outstanding long-term incentive awards for our named executives are stock-based. √ We have “double trigger” change in control provisions. Our change in control arrangements for named executive officers require both the occurrence of a change in control event and termination of employment before applicable vesting of awards occurs. √ We solicit feedback from stockholders. We regularly reach out to our largest stockholders for feedback on our governance and executive compensation. √ We provide market-competitive compensation. Our compensation program is competitive within our industry and recognizes evolving governance practices, which allows us to attract and retain key talent. √ We have stock ownership requirements. We maintain stock ownership guidelines for our named executive officers and stock grant delivery mechanics for our directors that require meaningful stock ownership in the Company. √ We have a clawback policy. Our Incentive-Based Compensation Recoupment Policy requires the Company to recoup certain incentive compensation in the event of a financial restatement and was recently updated to comply with SEC and NYSE requirements. √ We seek independent advice. The Compensation Committee retains an independent advisor to review executive compensation and provide advice to the Compensation Committee. WHAT WE DON’T DO. X We do not allow hedging or pledging. Our Insider Trading Policy prohibits certain transactions involving our stock, including hedging and pledging. X We do not allow the repricing of stock options. Our equity incentive plan prohibits the repricing or backdating of stock options. X We do not offer enhanced retirement benefits. Our nonqualified defined compensation plan provides restorative, but not enhanced, retirement benefits for our executives. X We do not encourage excessive risk or inappropriate risk taking through our incentive programs. Our plans do not motivate executives to engage in activities that create excessive or inappropriate risk for the Company. Our Board of Directors and Director Nominees Our Board values and exhibits an effective mix of diversity, perspective, skills and experience. Currently, one-third of the Board are women and 44% of the Board are diverse from a race/ethnicity standpoint. Assuming each of our nominees is elected, one-third of the Board will be women and one-third of the Board will be diverse from a race/ethnicity standpoint following the Annual Meeting, as shown in the following charts: GENDER 33% female 67% male AGE 11% 30s 22% 40s 45% 50s 22% 60s RACE/ETHNICITY 33% racially/ethnically diverse Set forth below is a chart that summarizes the specific experience, qualifications, attributes and skills of our directors and director nominees and biographical information regarding each of our directors and director nominees. Each of the individuals below is standing for reelection at the Annual Meeting except for Mr. Quintana. There are no family relationships between any of our directors, director nominees and executive officers. There are no ongoing arrangements or understandings between any of our executive officers, directors or director nominees and any other person pursuant to which any person will be selected as a director or an executive officer.

  14. Director and Director Nominee Skills and Qualifications

    Director and Director Nominee Skills and Qualifications

  15. Director and Director Nominee Skills and Qualifications

    | Summary of Director and Director Nominee Qualifications and Experience | | | | | | | | | | | | SKILLS & EXPERIENCE | | | | | | | | | | | | Board of Directors Experience | | X | X | X | | X | X | X | X | X | | CEO Experience | | | | X | | X | | X | | | | Senior Executive Experience | X | X | | X | X | X | X | X | X | X | | Oil and Gas Industry Experience | X | X | | X | X | X | | X | X | X | | Financial/Capital Markets Expertise | | X | X | X | X | X | X | X | | X | | Mergers & Acquisitions Experience | X | X | X | X | X | X | X | X | X | X | | Engineering/Technology Expertise | X | X | | X | | X | | X | X | | | Compensation Expertise | | X | X | X | | X | | X | | X | | Health & Safety Experience | | X | | X | | X | | X | X | | | Environmental/Sustainability Experience | X | | | X | | X | X | X | X | X | | Risk Management Experience | | X | X | X | X | X | | X | | | | Government/Regulatory Affairs Experience | | | | X | | X | X | X | X | |

  16. Director and Director Nominee Skills and Qualifications

    | | Andrew B. Bremner Director since: 2021 Age: 33 | • Partner of JB Energy Partners, LP • VP, Oil & Gas of Jaco Oil Company • Formerly Portfolio Management & Strategic Planning for California Resources Corporation |

  17. Director and Director Nominee Skills and Qualifications

    • Member of the Compensation Committee • Member of the Finance Committee • Member of the Sustainability Committee Mr. Bremner, 33, has served as a member of California Resources Corporation's Board of Directors since May 2021. Since 2019, Mr. Bremner has served as a partner of JB Energy Partners, LP (JBEP) and is the Vice President of Oil & Gas for Jaco Oil Company. In these roles Mr. Bremner leads the acquisition and management of a substantial portfolio of energy and alternative assets. From 2013 to 2019, Mr. Bremner worked for California Resources Corporation in various engineering roles, and most recently in Portfolio Management & Strategic Planning. Mr. Bremner earned his M.B.A. from the University of California, Los Angeles, and has a Bachelor of Science degree in Mechanical Engineering from California Polytechnic State University San Luis Obispo.

  18. Director and Director Nominee Skills and Qualifications

    | | Tiffany (TJ) Thom Cepak Independent Board Chair Director since: 2020 Age: 51 | • Director of Patterson-UTI, Baytex Energy Corp. and EnLink Midstream, LLC • Former CFO of Energy XXI Gulf Coast Inc., KLR Energy and EPL Oil & Gas, Inc. • Former Director of Yates Petroleum Corporation |

  19. Director and Director Nominee Skills and Qualifications

    • Member of the Finance Committee Ms. Cepak, 51, is the Independent Chair of California Resources Corporation’s Board of Directors and has served as a member since October 2020. Ms. Cepak has 29 years of energy industry experience, including both financial and operational appointments. She has served as a director of Patterson-UTI, a company that provides land drilling and pressure pumping services, directional drilling, rental equipment and technology, since August 2014 and as a director of Baytex Energy Corp., an independent oil and gas company, since June 2023. She had served as a director of Baytex's predecessor, Ranger Oil Corporation, from September 2019 until its merger with Baytex. In addition, Ms. Cepak has been a member of the Board of Directors of EnLink Midstream, LLC, since December 2021. Ms. Cepak served as the Chief Financial Officer of Energy XXI Gulf Coast Inc. from August 2017 to October 2018. Ms. Cepak served as the Chief Financial Officer of KLR Energy (and, subsequent to its business combination, Rosehill Resources Inc.) from January 2015 to June 2017. Ms. Cepak served as a director of Yates Petroleum Corporation from October 2015 to October 2016. Ms. Cepak served four years as the Chief Financial Officer of EPL Oil & Gas, Inc., and was further appointed Executive Vice President in January 2014, and she served in those roles until June 2014, when EPL was sold. Ms. Cepak originally joined EPL as a Senior Asset Management Engineer, a position she held until she was appointed Director of Corporate Reserves in September 2001. Ms. Cepak was named EPL’s Director of Investor Relations in April 2006 and Vice President, Treasurer and Investor Relations in July 2008. In July 2009, Ms. Cepak was designated as EPL’s Principal Financial Officer and, in September 2009, she was appointed Senior Vice President. Prior to joining EPL, she was a Senior Reservoir Engineer with Exxon Production Company and ExxonMobil Company with operational roles including reservoir engineering and subsurface completion engineering for numerous offshore Gulf of Mexico properties. Ms. Cepak holds a B.S. in Engineering from the University of Illinois and an M.B.A. in Management with a concentration in Finance from Tulane University.

  20. Director and Director Nominee Skills and Qualifications

    | | James N. Chapman Director since: 2020 Age: 61 | • Advisory Director of SkyWorks Capital, LLC • Director Arch Resources, Inc. • Former Director of Denbury, Inc. • Over 35 years of investment banking experience |

  21. Director and Director Nominee Skills and Qualifications

    • Chair of the Compensation Committee • Chair of the Finance Committee Mr. Chapman, 61, has served as a member of California Resources Corporation’s Board of Directors since October 2020. Mr. Chapman serves as a non-executive Advisory Director of SkyWorks Capital, LLC, an aviation and aerospace management consulting services company based in Greenwich, Connecticut, which he joined in December 2004. Prior to SkyWorks, he was associated with Regiment Capital Advisors, LP, an investment advisor based in Boston specializing in high yield investments, which he joined in January 2003. Prior to Regiment, Mr. Chapman acted as a capital markets and strategic planning consultant with private and public companies, as well as investment advisers and hedge funds (including Regiment), across a range of industries. Prior to establishing an independent consulting practice, Mr. Chapman worked for The Renco Group, Inc. (a multi-billion dollar private corporation with diverse investment holdings located throughout the world) from December 1996 to December 2001. Prior to Renco, he was a founding principal of Fieldstone Private Capital Group, Inc. in August 1990 where he headed the Corporate Finance and High Yield Finance Groups. Prior to joining Fieldstone, Mr. Chapman worked for Bankers Trust Company from July 1985 to August 1990, most recently in the BT Securities capital markets area. Mr. Chapman has over 35 years of investment banking experience in a wide range of industries including aviation/airlines, metals/mining, natural resources/energy, automotive/general manufacturing, financial services, real estate and healthcare. Mr. Chapman served on the Board of Directors of Denbury, Inc. from September 2020 until its acquisition in November 2023. In addition, Mr. Chapman has served on the Board of Directors of Arch Resources, Inc. since 2016, and as its Lead Independent Director since April 2020. Mr. Chapman received an M.B.A. degree with distinction from Dartmouth College in 1985 and was elected an Edward Tuck Scholar. He received his BA degree, with distinction, magna cum laude, at Dartmouth College in 1984 and was elected to Phi Beta Kappa, in addition to being a Rufus Choate Scholar.

  22. Director and Director Nominee Skills and Qualifications

    | | Christian S. Kendall Director Nominee Age: 57 | • Former President & CEO and Director of Denbury Inc. • Former Senior VP Global Operations Services of Noble Energy |

  23. Director and Director Nominee Skills and Qualifications

    Mr. Kendall, 57, was the President and Chief Executive Officer of Denbury Inc., and a member of Denbury's Board of Directors, from July 2017, through its 2020 bankruptcy and emergence therefrom, until November 2023, when it was acquired by ExxonMobil Corporation. Mr. Kendall joined Denbury as Chief Operating Officer in September 2015 and was named President in October 2016. Prior to joining Denbury, Mr. Kendall was with Noble Energy, most recently serving as Senior Vice President, Global Operations Services. Over the course of his 14-year tenure at Noble Energy, he held a wide range of international and domestic leadership positions, primarily in the Eastern Mediterranean, Latin America and the Gulf of Mexico regions. Mr. Kendall began his career at Mobil Oil Corporation in 1989. Mr. Kendall earned his Bachelor of Science degree in Engineering, Civil Specialty, from the Colorado School of Mines and is a graduate of the Advanced Management Program at the Harvard Business School. He is also a member of the National Petroleum Council.

  24. Director and Director Nominee Skills and Qualifications

    | | Francisco J. Leon President and CEO Director since: 2023 Age: 47 | • President & CEO of California Resources Corporation • President of Carbon TerraVault • Prior Executive Vice President and CFO of CRC • Prior Executive Vice President, Corporate Development & Strategic Planning of CRC • Prior Vice President – Portfolio Management and Strategic Planning of CRC |

  25. Director and Director Nominee Skills and Qualifications

    Mr. Leon, 47, is the President and Chief Executive Officer of California Resources Corporation and has served on its Board of Directors since April 2023. He previously served as the Executive Vice President and Chief Financial Officer of CRC from August 2020 to April 2023. Mr. Leon originally joined CRC in 2014 during the spin-off from Occidental Petroleum as Vice President of Portfolio Management and Strategic Planning. In 2018, Mr. Leon was named Vice President of Corporate Development where he oversaw all acquisition and divestiture activities for the company. Prior to joining CRC, Mr. Leon worked at Occidental Petroleum Corporation where he held various roles in Finance, Planning and U.S. and International Business Development areas. Mr. Leon started his career with Petrie Parkman & Co., Inc., an energy-focused boutique investment banking firm. Mr. Leon holds an M.B.A. from the University of Texas, Austin and a Bachelor of Arts in International Business from San Diego State University and CETYS Universidad in Mexico. From 2019 to 2022, he served on the Board of the Union Rescue Mission of Los Angeles which is one of the largest privately run homeless shelters in the U.S. Since the Fall of 2022, Francisco serves on the Board of the American Red Cross - LA Chapter and on the Advisory Board of the McCombs School of Business.

  26. Director and Director Nominee Skills and Qualifications

    | | Mark A. (Mac) McFarland Director since: 2020 Age: 54 | • Former President and CEO of CRC • President, CEO and Director of Talen Energy Corporation • Director of GenOn Energy, Inc. • Former Director of Bruin E&P Partners, LLC, TerraForm Power, Inc. and Chaparral Energy, Inc. • Former CEO of GenOn Energy, Inc. and Luminant Holding Company LLC |

  27. Director and Director Nominee Skills and Qualifications

    Mr. McFarland, 54, has served on the Board of Directors of California Resources Corporation since October 2020 and previously served as its President and Chief Executive Officer from December 2020 until April 2023. Since May 2023, Mr. McFarland has served as the President and Chief Executive Officer and a member of the Board of Directors of Talen Energy Corporation. Mr. McFarland is the former Executive Chairman of GenOn Energy, an independent power producer. From April 2017 to December 2018, he was the President and Chief Executive Officer of GenOn and served on its Board until September 2022. From 2013 to 2016, he served as Chief Executive Officer of Luminant Holding Company LLC, a subsidiary of Energy Future Holdings Corporation, and a large independent power producer. From 2008 to 2013, he served as both Chief Commercial Officer of Luminant and Executive Vice President, Corporate Development and Strategy of Energy Future Holdings. From 1999 to 2008, Mr. McFarland served in various roles at Exelon Corporation, including as Senior Vice President, Corporate Development. He previously served on the Boards of Bruin E&P Partners (an independent company), TerraForm Power, and Chaparral Energy. Mr. McFarland earned his Masters of Business Administration from the University of Delaware and a Bachelor of Science degree in Civil Engineering (Environmental Concentration) from Virginia Polytechnic Institute and State University. He received his professional engineer license in 1995.

  28. Director and Director Nominee Skills and Qualifications

    | | Nicole Neeman Brady Director since: 2021 Age: 43 | • Leadership roles at Renewable Resources Group • Vice President of LA Board of Water and Power Commissioners • Prior CEO and Director of Sustainable Development Acquisition Corp. • Prior Officer of Edison International |

  29. Director and Director Nominee Skills and Qualifications

    • Member of the Compensation Committee • Member of the Sustainability Committee Ms. Neeman Brady, 43, has served as a member of California Resources Corporation’s Board of Directors since August 2021. She is a business leader with deep roots in the public and private sectors of water, agriculture and power throughout Western US. Most recently, she was CEO and Board Director of Sustainable Development Acquisition I Corp. She is currently a Senior Advisor to Renewable Resources Group (RRG), a Board Member of Mitigation Investment Holdings and Vice President and Commissioner for the Los Angeles Board of Water and Power Commissioners. Since 2017, she has held various investment roles at RRG including Principal, COO and member of the Investment Committee. Ms. Neeman Brady joined RRG following its acquisition of Edison Water Resources where she was President and Founder and an Officer of Edison International. From 2008 until 2015, Ms. Neeman Brady served in several operational and managerial roles at Southern California Edison, including Director, Energy Procurement, Power Supply from 2014 to 2015; Director, Asset Optimization and Trading, Power Supply from 2013 to 2014; Director, Contracts, Renewable and Alternative Power from 2011 to 2013. Prior to that, Ms. Neeman Brady held various finance and strategic planning positions for McKinsey and Company, Twentieth Century Fox and Goldman Sachs. Ms. Neeman Brady currently also serves on the Board of the Library Foundation of Los Angeles. She previously served as Chairwoman of the Board of Fishpeople and the Boards of Blue Ocean Mariculture, CalBio Energy, Enbala Networks, Emrgy and the Colorado River Board of California. Ms. Neeman Brady holds dual Bachelor’s degrees in Business Economics and History of Architecture, with honors, from Brown University and an MBA, with distinction, from Harvard University.

  30. Director and Director Nominee Skills and Qualifications

    | | Julio M. Quintana Director since: 2020 Age: 64 (Mr. Quintana is not standing for reelection at the Annual Meeting) | • Former Chairman of Basic Energy Services • Director of SM Energy, Newmont Mining • Prior Director and CEO of Tesco Corporation • Extensive experience in the oil and gas industry |

  31. Director and Director Nominee Skills and Qualifications

    • Chair of the Nominating and Governance Committee • Member of the Audit Committee Mr. Quintana, 64, has served as a member of California Resources Corporation’s Board of Directors since October 2020. Mr. Quintana served as the President and Chief Executive Officer of Tesco Corporation, an oilfield services company, from 2005 until his retirement in January 2015, and was a member of Tesco’s Board of Directors from September 2004 to May 2015. Prior to his appointment as President and Chief Executive Officer, Mr. Quintana served as Executive Vice President and Chief Operating Officer at Tesco beginning in September 2004. Prior to his tenure at Tesco, Mr. Quintana worked for Schlumberger Corporation as Vice President of Integrated Project Management and Vice President of Marketing for the Americas from November 1999 to September 2004. Prior to Schlumberger, Mr. Quintana worked from June 1980 to November 1999 for Unocal Corporation, an integrated E&P company. Mr. Quintana held various operational and managerial roles in production, drilling and asset management. His last roles at Unocal were Asset Manager for the MidContinent Region and Asset Manager for Deepwater Gulf of Mexico. Mr. Quintana brings 42 years of experience in various aspects of the oil and gas exploration and production industry, including strong experience in upstream operations, a deep understanding of drilling and asset management technologies, and broad human resources management skills and experience. He is a member of the Board of Directors of SM Energy since July 2006 and a member of the Board of Directors of Newmont Mining since October 2015. He previously served as Chairman of the Board of Basic Energy Services and as a member of its Board of Directors from December 2016 until October 2021. Mr. Quintana has a degree in Mechanical Engineering from the University of Southern California and is a Licensed Petroleum Engineer in California.

  32. Director and Director Nominee Skills and Qualifications

    | | William B. Roby Director since: 2020 Age: 64 | • CEO of Shepherd Energy, LLC • Director of Vermilion Energy Inc. • Extensive experience in the oil and gas industry |

  33. Director and Director Nominee Skills and Qualifications

    • Chair of the Sustainability Committee • Member of the Audit Committee • Member of the Nominating and Governance Committee Mr. Roby, 64, has served as a member of California Resources Corporation’s Board of Directors since October 2020. Since 2015, Mr. Roby has served as the Chief Executive Officer of Shepherd Energy, LLC, Mr. Roby’s consulting company. From 2013 to 2014, he acted as Chief Operating Officer of Sheridan Production Company, LLC. From 2000 to 2013, he held a number of U.S. and international management positions with Occidental Petroleum Corporation, most recently as Senior Vice President, Worldwide Operations and Production/Facility Engineering. Prior to his work at Occidental, he was Vice President of Operations of Altura Energy Ltd., a joint venture between Shell Oil Company and Amoco Corporation in the Permian Basin, following 15 years of various managerial and engineering roles with Shell Oil. Mr. Roby has served as a member of the Board of Directors of the international E&P firm Vermilion Energy Inc. since 2017. He has a bachelor’s degree in mechanical engineering from Louisiana State University.

  34. Director and Director Nominee Skills and Qualifications

    | | Alejandra (Ale) Veltmann Director since: 2021 Age: 56 | • Director of NET Power, Inc. • Founder, Senior Advisor, former CEO and Director of ESG Lynk • Former Board Member of Structural Integrity Associates • Former VP and Chief Accounting Officer of Paragon Offshore Plc • Former Controller, VP and Chief Accounting Officer of Geokinetics, Inc. • Formerly with KPMG LLP and Arthur Andersen LLP |

  35. Director and Director Nominee Skills and Qualifications

    • Chair of the Audit Committee • Member of the Nominating and Governance Committee Ms. Veltmann, 56, has served as a member of California Resources Corporation's Board of Directors since December 2021. Ms. Veltmann has 32 years of experience that includes financial leadership of publicly-listed entities, private entrepreneurial companies and global auditing firms. She has served as a director of the Board of NET Power, Inc., a clean technology company dedicated to the development of clean, reliable, and low cost energy, since 2023. Ms. Veltmann also serves as Senior Advisor of ESG Lynk, a sustainability reporting company she founded and sold, and served as CEO from 2018 to 2023. From 2021 to its acquisition in 2022, Ms. Veltmann served as board member of Structural Integrity Associates, a specialty engineering and services company providing services to the nuclear, fossil, renewables and critical infrastructure industries. From 2015 to 2018, she was Vice President and Chief Accounting Officer of Paragon Offshore Plc., an offshore drilling company. From 2010 to 2015, she worked in various roles including Corporate Controller and Vice President and Chief Accounting Officer at Geokinetics, Inc., formerly one of the world’s largest independent land and seafloor geophysical companies. She also worked in various auditor capacities at KPMG LLP from 1995 to 2002 and before that at Arthur Andersen LLP from 1992 to 1995. She served as a Board member of The University of New Mexico Robert O. Anderson School of Management from 2018 to 2022, and as an Advisory Council member of the K.B. Hutchison Center for Energy, Law & Business at The University of Texas at Austin from 2019 to 2021. Ms. Veltmann is a certified public accountant and holds the FSA Credential from the Sustainability Accounting Standards Board (SASB). She has a BBA degree in Accounting from The University of New Mexico and is an alumna of the Advanced Management Program at Harvard Business School. Board Refreshment and Evaluation

  36. Identifying and Evaluating Nominees for Director

    Identifying and Evaluating Nominees for Director Our Nominating and Governance Committee is responsible for leading the search for individuals qualified to serve as directors and for recommending to the Board nominees as directors to be presented for election at meetings of the stockholders or of the Board of Directors. Our Nominating and Governance Committee evaluates candidates for nomination to the Board of Directors, including those recommended by stockholders, and conducts appropriate inquiries into the backgrounds and qualifications of possible candidates. The Board values having unique and complementary backgrounds and perspectives in the boardroom and considers candidates who can provide diverse perspectives and add unique value through skills highly relevant to our corporate strategy. The Nominating and Governance Committee may retain outside consultants to assist in identifying director candidates in its sole discretion, but it did not engage any outside consultants in connection with selecting the nominees for election at the Annual Meeting.

  37. Compensation Program Best Practices

    Compensation Program Best Practices Our executive compensation program is designed to incorporate compensation and governance best practices and is overseen by our Compensation Committee. Our short-term and long-term incentive plans are primarily performance-based and are intended to align with the short- and long-term best interests of stockholders. The Compensation Committee has engaged in best practices to further align executive pay with Company performance and to ensure good governance in the following ways: WHAT WE DO √ We pay for performance. A significant portion of the compensation of our named executive officers is directly linked to the Company’s performance, by way of a compensation structure that includes performance-based annual and long-term incentive awards. √ We are stockholder aligned. Annual and long-term incentive awards are based on performance measures that are aligned with the creation of value for our stockholders. All of the outstanding long-term incentive awards for our named executives are stock-based. √ We have “double trigger” change in control provisions. Our change in control arrangements for named executive officers require both the occurrence of a change in control event and termination of employment before applicable vesting of awards occurs. √ We solicit feedback from stockholders. We regularly reach out to our largest stockholders for feedback on our governance and executive compensation. √ We provide market-competitive compensation. Our compensation program is competitive within our industry and recognizes evolving governance practices, which allows us to attract and retain key talent. √ We have stock ownership requirements. We maintain stock ownership guidelines for our named executive officers and stock grant delivery mechanics for our directors that require meaningful stock ownership in the Company. √ We have a clawback policy. Our Incentive-Based Compensation Recoupment Policy requires the Company to recoup certain incentive compensation in the event of a financial restatement and was recently updated to comply with SEC and NYSE requirements. √ We seek independent advice. The Compensation Committee retains an independent advisor to review executive compensation and provide advice to the Compensation Committee. WHAT WE DON’T DO. X We do not allow hedging or pledging. Our Insider Trading Policy prohibits certain transactions involving our stock, including hedging and pledging. X We do not allow the repricing of stock options. Our equity incentive plan prohibits the repricing or backdating of stock options. X We do not offer enhanced retirement benefits. Our nonqualified defined compensation plan provides restorative, but not enhanced, retirement benefits for our executives. X We do not encourage excessive risk or inappropriate risk taking through our incentive programs. Our plans do not motivate executives to engage in activities that create excessive or inappropriate risk for the Company.

  38. Role of Independent Compensation Consultants

    Role of Independent Compensation Consultants The Compensation Committee retained Lyons Benenson & Company Inc. (“LB&Co”), after considering all factors relevant to LB&Co’s independence from our management and members of our Compensation Committee and determining that it was independent and without conflicts of interest under the Securities and Exchange Commission rules and the NYSE Listed Company Manual standards. LB&Co advised the Compensation Committee beginning immediately following our emergence from bankruptcy in 2020.

  39. Use of Compensation Data

    Use of Compensation Data During 2023, our Compensation Committee analyzed the comparative total compensation of our executive officers. To facilitate this analysis, LB&Co provided the Compensation Committee with comparative Peer Group compensation data that included base salaries, annual incentive opportunities, and long-term incentive opportunities. This information reflected recent publicly available information and other market data for our selected peer companies listed below, which are within the same Global Industry Classification Standard (GICS) Sub-Industry classification and are of similar size and/or have similar geographic operating locations as the Company. We believe that it provided our Compensation Committee with a sufficient basis to analyze the comparative total compensation of our executive officers. We increased our Compensation Peer Group to 18 companies in 2023 from 15 companies in 2022 as a result of several mergers within our 2022 Peer Group. In addition, for 2023, Continental Resources, Inc. was removed following its take-private acquisition. The following companies were added based on their alignment from both business and size perspectives: Comstock Resources, Inc., Crescent Energy Company, Permian Resources Corporation, and Whitecap Resources Inc.

  40. Use of Compensation Data

    | 2023 Compensation Peer Group Companies | | | | Antero Resources Corporation | Callon Petroleum Company | Chord Energy Corporation | | CNX Resources Corporation | Comstock Resources, Inc. | Coterra Energy Inc. | | Crescent Energy Company | Denbury Inc. | Diamondback Energy, Inc. | | Marathon Oil Corporation | Matador Resources Company | Murphy Oil Corporation | | PDC Energy, Inc. | Permian Resources Corporation | Range Resources Corporation | | SM Energy Company | Southwestern Energy Company | Whitecap Resources Inc. |

  41. Annual Incentive Program ("AIP")

    Annual Incentive Program ("AIP")

  42. AnnuaI Incentive Targets

    | Name | 2023 Annual Incentive Target (as a % of Bonus Eligible Salary) | | Francisco J. Leon | 120% | | Manuela ("Nelly") Molina | 100% | | Jay A. Bys | 100% | | Chris D. Gould | 100% | | Michael L. Preston | 100% | | Mark A. (Mac) McFarland | 120% | | Shawn M. Kerns | 100% |

  43. AnnuaI Incentive Targets

    Payouts under the AIP can range from 0% to 200% of the annual incentive target for an individual. Payout of 80% of the annual incentive target amount is based on the AIP Scorecard metrics and 20% is based on the Committee’s assessment of an NEO’s individual performance. While targets were initially set for Messrs. Kerns and McFarland, they did not receive AIP payouts since they were no longer employees at the end of 2023.

  44. AIP Scorecard Metrics

    AIP Scorecard Metrics In February 2023, the Compensation Committee established the scorecard for the 2023 AIP to incentivize the AIP participants to undertake actions and invest capital to achieve sustainable long-term value for CRC. The construct of the AIP recognized the material impact that fluctuations in commodity prices have on CRC’s financial measures including adjusted EBITDAX and free cash flow. As such, while any AIP program cannot eliminate the impact of such fluctuations, the AIP scorecard includes metrics related to capital efficiency and controllable costs which are not impacted by commodity prices. Further, the importance of ESG-related metrics was highlighted by weighting that portion of the AIP scorecard opportunity at 30%. The Compensation Committee has adopted a policy whereby management’s ability to achieve a maximum payout under the AIP should be due to the achievement of extraordinary results, whether via financial performance or the other non-financial metrics incorporated into the AIP, with a goal to lessen the impact of commodity price volatility on AIP payouts. 2023 Annual Incentive Program Scorecard Approved 2023 Results Performance Measure (1) Weight Threshold (50% Payout) Target (100% Payout) Maximum (200% Payout) Measure Outcome Unweighted Measure Payout Weighted Bonus Payout Financial Results (50%) Adjusted EBITDAX 25% $643 MM $778 MM $907 MM $878 MM 178% 44.39% Free Cash Flow 25% 301 436 565 $595 MM 200% 50.00% E&P Cost Management (20%) E&P Capital Efficiency 10.00% $38,800 $33,000 $28,700 $28,885 196% 19.57% E&P Controllable Costs 10.00% $850 MM $830 MM $705 MM $819 MM 109% 10.92% ESG (30%) Carbon Management Permit Applications 5.00% Incremental 45 MT with 1 MMTPA injection potential Incremental 85 MT with 2 MMTPA injection potential Incremental 170 MT with 4 MMTPA injection potential 51 MT and 2.1 MMTPA 100% 5.00% Carbon Management - Permits 1.25% Receive EPA Class VI DRAFT permit by year end Receive EPA Class VI DRAT permit by Q3'23 Receive EPA Class VI permit approval by year end Threshold 50% 0.63% 1.25% DEIR completed by year end DEIR completed and released to the public in Q2'23 DEIR certified and CUP issued by end of Q3'23 Threshold 50% 0.63% 1.25% Receive EPA CTV I MRV permit by year end Receive EPA CTV I MRV permit by Q3'23 Receive EPA CTV I MRV permit by Q2'23 Below Threshold 0% 0.00% 1.25% Initiate CARB LCFS technical review (achieve administratively complete) and obtain CARB LCFS approval for 3rd party review by Q2'23 Obtain CARB LCFS approval for 3rd party review by Q2'23 and obtain CARB LCFS technically complete by year end Complete CARB LCFS approval for 3rd party review by Q3'23 and obtain CARB LCFS technically comply by year end Below Threshold 0 0.00% Carbon Management - CDMAs 5.00% Signed CDMAs for 0.5 MTPA Signed CDMAs for 1.0 MTPA Signed CDMAs for 2.0 MTPA 2.1 200% 10.00% Environmental 1.25% Install 100 pneumatic devices Install 135 pneumatic devices Install 265 pneumatic devices 269 200% 2.50% 1.25% Reduce freshwater usage by 750 bwpd Reduce freshwater usage by 1,000 bwpd Reduce freshwater usage by 1,500 bwpd 1,500 bwpd 200% 2.50% 1.25% Abandon 550 idle wells cross all CRC assets Abandon 650 idle wells across CRC assets Abandon 700 idle wells across all CRC assets 625 88% 1.09% 1.25% Oil spill prevention < 250 bbls unrecovered Oil spill prevention < 150 bbls unrecovered Oil spill prevention < 80 bbls unrecovered 42 bbls 200% 2.50% Safety - Combined IIR 10.00% < 0.60 < 0.50 < 0.35 0.31 200% 20.00% total Scorecard Result 169.72% (1) Descriptions of the performance measures are as follows: 2022 Annual Incentive Program Scorecard Actual 2022 Results Performance Measure (1) Weight Threshold (50% Payout) Target (100% Payout) Maximum (200% Payout) Measure Outcome Unweighted Measure Payout Weighted Measure Payout Financial Results Adjusted EBITDAX 25% $720 MM $834 MM $948 MM $871 MM 133% 31.1% Before-Tax Free Cash Flow 25% $275 MM $336 MM $397 MM $360 MM 139% 34.8% E&P Cost Management E&P Capital Efficiency 10% $27,031 $22,977 $19,980 $28,811 0% 0% E&P Controllable Costs 10% $909 MM $894 MM $879 MM $1,003 MM 0% 0% ESG Carbon Management—EPA Permit Applications 2.5% 50 MT of new EPA permit applications submitted 80 MT of new EPA permit applications submitted 110 MT of new EPA permit applications submitted 100 MT 167% 4.2% Carbon Management–DOE Funding Request .2.5% Prepare DOE funding request Submit DOE funding request by year end Submit DOE funding request by Q3 Maximum 200% 5.0% Carbon Management–Emissions Deals 5% 1 deal with agreed terms & conditions and minimum 250,000 TPA 1 deal with agreed terms & conditions and minimum 500,000 TPA 2 deals with agreed terms & conditions or minimum 750,000 TPA Maximum 200% 10% Environmental–Scope 1 & 2 Emissions 2.5% Develop plan for 0.7 MTPA reduction of Scope 1 & 2 emissions from 2020 baseline by 2045 Plan for 0.7 MTPA reduction of Scope 1 & 2 emissions from 2020 baseline by 2045 approved by Senior Management by year end Plan for 0.7 MTPA reduction of Scope 1 & 2 emissions from 2020 baseline by 2045 approved by Senior Management by Q3 Maximum 200% 5.0% Environmental–Methane Emissions 2.5% Plan for 30% reduction from 2020 baseline by 2030 approved by Senior Management Plan for 30% reduction from 2020 baseline by 2030 approved by Senior Management and Install 5 pilot reduction devices Plan for 30% reduction from 2020 baseline by 2030 approved by Senior Management and Install 5 pilot reduction devices and Develop multi-year execution plan with cost estimates approved by Senior Management for implementation in 2023 Maximum 200% 5.0% Environmental-Freshwater Usage 2.5% Identify freshwater metering and reporting improvements, or Install required metering and develop action plan Identify freshwater metering and reporting improvements, and Install required metering by Q3 and develop action plan, and Develop reporting system to track freshwater usage Identify freshwater metering and reporting improvements, and Install required metering by Q3 and develop action plan, and Contract for and initiate survey of water lines and Complete estimate for conversion to air cooling for EHP Maximum 200% 5.0% Environmental-ARO Efficiency 5% 10% reduction of average P&A well costs vs. 2021 15% reduction of average P&A well costs vs 2021 20% reduction of average P&A well costs vs. 2021 18.7% 174% 8.7% Environmental-Spill Prevention Rate 2.5% 99.9994% prevention (<250 bbls unrecovered) 99.9998% prevention (<80 bbls unrecovered) 99.9999% 200% 5.0% Safety-Combined IIR 2.5% 0.55 0.45 0.40 0.62 0% 0.0% Social-Diversity, Equity & Inclusion 2.5% n/a Complete diversity training for entire employee population before year-end Complete diversity training for entire employee population before year-end, establish DEI Executive Council by Q2, and review and update recruiting and advancement processes to support our long-term DE&I goals by Q3 Maximum 200% 5.0% Total Scorecard Result 120.8%

  45. AIP Scorecard Metrics

    | Performance Measure | Description | | Adjusted EBITDAX | Adjusted EBITDAX is earnings before interest expense; income taxes; depreciation, depletion and amortization; exploration expense. Also excludes other unusual, infrequent and out-of-period items; and other non-cash items. Other non-cash items are, for example, unrealized gains/losses on our commodity derivative contracts, and accretion expense. Differences between the payout on cash incentive awards (LTIP and AIP) as compared to the amount included in the 2023 budget are also excluded. Target level was set based on the approved 2023 management plan. | | Free Cash Flow | Free Cash Flow is calculated as Adjusted EBITDAX +/-working capital changes for the period and minus cash paid for interest, asset retirement obligations and capital investments. AIP adjusted FCF is not reduced by income tax payments. Target level was set based on the approved 2023 management plan. | | E&P―Capital Efficiency | E&P Capital Efficiency is the ratio of total 2023 E&P capital expenditures divided by 30-day peak initial production (“IP”) over a 6 month period of new wells added during the year from drilling, workover, and exploration capital. Includes facility and corporate capital. Excludes capital for carbon management business, LBU Prep & Abandon & Carry Out wells. Target level was based on approved 2023 management plan budgeted capital. | | E&P―Controllable Costs, Non-Energy Cost Savings | E&P Controllable Costs, Non-Energy Cost Savings includes operating costs, general and administrative expenses (G&A) and capital excluding certain non-controllable costs including purchased natural gas and electricity, noncash stock-based compensation expense. Excludes carbon management activities. Target level was based approved 2023 management plan. | | Carbon Management― Permit Applications | Submission of permit applications for Carbon TerraVault storage to make progress toward our Full Scope 2045 Net Zero goal. | | Carbon Management― Permits | Completion of reviews and approval of permits for Carbon TerraVault storage. | | Carbon Management― CDMAs | Signed Carbon Disposal Management Agreements. | | Environmental― Pneumatic devices | Install pneumatic devices to make progress toward methane reduction targets. | | Environmental― Freshwater Usage | Reduce freshwater usage to meet our environmental stewardship commitments. | | Environmental― ARO | Abandon idle wells to meet our ARO commitments. | | Environmental― Spill Prevention Rate | Net number of unrecovered barrels of reportable spill of crude oil or condensate. | | Safety― Combined IIR | Combined Injury and Illness Incident Rate of employees and contractors to promote the health and safety of our workers. The threshold for maximum payout was increased to 0.35 from 0.4 in prior year. |

  46. Individual NEO Payout Considerations

    Individual NEO Payout Considerations The Compensation Committee considered the contributions of the management team and assessed the overall performance to be exceptional. The Compensation Committee considered the contributions of each NEO and determined payouts ranging from 125% to 175% for the individual portions of the AIP were appropriate for the NEOs’ contributions to the Company’s overall performance in 2023. Highlights of the 2023 performance achieved and considered for Mr. Leon included: • Successful transition into President and CEO role starting at 2023 Annual Meeting in April 2023 Good execution of 2023 objectives, beating market expectations on EBITDA, Free Cash Flow and E&P operational and Safety metrics Returned approximately $225 million to stockholders through the Share Repurchase Plan, debt repurchases and dividends • Advanced Carbon TerraVault's lead receiving the first ever California Class VI draft permit and adding permits for 51 MMT of storage capacity • Executed on 100-day plans including achievement of $65 million of annual cost savings through business transformation and adding 1 Tcfe of natural gas inventory • Implemented organizational design with leadership changes across the organization including a new Chief Financial Officer from outside the Company and Head of Operations • Developed a strategy to execute the Aera Energy merger • Strong stock performance with a 25% increase in 2023 and outperformed the XOP Index despite California's regulatory headwinds In addition to their contributions to the strong financial results, the following performance highlights were considered by the Compensation Committee in determining the individual portion of the AIP for the following NEOs: For Ms. Molina – • Prudently allocated capital to manage low decline production in a year with no drilling permits received from California regulators and operating only one drilling rig • Executed a robust investor relations program that helped communicate a constructive CRC story that generated more interest from existing and new investors • Increased RBL commitments by $60 million for a total RBL facility of $640 million with improved terms which added flexibility • Supported the business transformation exercise helping to identify over $15 million of annual contractor cost savings • Supports community affairs efforts in preparation for the first Class VI permit's public consultation period For Mr. Bys – • Worked with internal stakeholders and the Board to establish clear and objective go-forward crude hedge plan • Led the development of multiple secondary path-to-market / margin capabilities at key production areas • Achieved very favorable marketing margins at a time when other producers were losing money or shutting in fields • Continued to expand the CDMA pipeline remaining well ahead of all other California market participants Developed the conceptual framework and supporting commercial contracts for carbon sequestration, as well as behind the fence electricity and natural gas sales Executed a letter of intent on California's possibly first long-haul carbon line • Opportunistically locked in 2024 and 2025 Resource Adequacy capacity revenues at very favorable levels For Mr. Gould – • CTV I Draft EPA and Kern County permits noticed to the public, first in California and second nationally • Submitted additional 2 MPTA of storage permits, securing more than 5 MTPA of storage as the foundation for CTV business CO2 injection permits • Executed CDMA/MOUs, advancing to nearly half of the near term goal • Selected by the Department of Energy for grant projects for Direct Air Capture, carbon storage, geothermal and water • Advocated local communities to support carbon management • Positioned CTV as a national leader in carbon management by participating in media, industry, investor, public policy, and technical forums • Formalized CTV organization structure, made key hires, and implemented management model For Mr. Preston – • Effectively engaged with regulators and stakeholders relating to injection gradients, permitting and CEQA litigation • Developed multiple Carbon Disposal Management Agreements • Supported Class VI permit application • Enhanced engagement with regulators, legislators and administrators regarding CRC's alignment with California's energy transition objectives • Effectively advocated with respect to proposed legislation impacting E&P and carbon capture and sequestration businesses • Engaged with new leadership in building trades regarding E&P and carbon capture and sequestration businesses • Implemented business transformation process improvements and organization changes to reduce costs and increase efficiency Successfully implemented new land and maintenance systems, upgraded marketing systems and enhanced cyber security across the Company

  47. AIP Payouts

    AIP Payouts Approved Payouts 80% Scorecard Portion 20% Individual Performance Portion Total Payout Name Bonus Eligible Salary Target Bonus % Target Bonus $ Scorecard Payout 169.72% Individual Payout Percent Individual Portion Payout Approved Payout Name Francisco J. Leon $750,000 120% $900,000 $1,221,984 155% $279,000 $1,500,984 Manuela ("Nelly") Molina $358,600 (1) 100% $358,600 $486,893 125% $89,650 $576,543 Jay A. Bys $540,000 100% $540,000 $733,190 150% $162,000 $895,190 Chris D. Gould $567,682 (2) 100% $567,682 $770,776 175% $198,689 $969,465 Michael L. Preston $581,651 (2) 100% $581,651 $789,742 160% $186,128 $975,871

  48. Long-Term Incentive Grants

    Long-Term Incentive Grants Our 2023 Compensation Program included the resumption of long-term incentive grants, which were not provided to our NEOs in 2022. In February 2023, the Compensation Committee approved the structure and amounts for the 2023 long-term incentive awards, which were comprised of Restricted Stock Unit ("RSU") awards and Performance Stock Unit ("PSU") awards.

  49. 2023 Full and Partial Grants

    2023 Full and Partial Grants The 2023 awards included regular full annual grants which are designed to vest over a three-year period. We also granted one-time partial two-year grants which vest over a two-year period. The one-time partial two-year grants, which had grant date values that were equal to two-thirds of the regular annual grant date values, were provided to address retention concerns and provide continuity of vesting for 2024 and 2025 and beyond, as illustrated in the table below. The Compensation Committee provided the one-time awards to address specific retention concerns during the 2023 year and does not intend for the partial two-year awards to be a regular part of future year compensation programs. 2021 2022 2023 2024 2025 2026 2027 2021 Emergence Grants Grant 33% RSU Vest 33% RSU Vest 33% RSU Vest 100% PSU Vest 2023 Partial 2-Year Grants Grant 33% RSU Vest* 33% RSU Vest* 67% PSU Vest** 2023 Full year Grants Grant 33% RSU Vest 33% RSU Vest 33T RSU Vest 100% PSU Vest 2024 Full Year Grants Grant 33% RSU Vest 33T RSU Vest 33T RSU Vest 100T PSU Vest 2025 Full Year Grants Grant 33% RSU Vest 33% RSU Vest 2026 Full Year Grants Grant 33% RSU Vest Annual Total Vesting 33% RSU Vest 0% PSU Vest 33% RSU Vest 0% PSU Vest 100% RSU Vest 100% PSU Vest 100% RSU Vest 67% PSU Vest 100T RSU Vest 100% PSU Vest 100% RSU Vest 100% PSU Vest The grant target values for both awards were split between 40% RSUs and 60% PSUs, reflecting our majority performance-based philosophy and consistent with stockholder feedback we received that long-term incentives should be majority performance-based. 2023 LONG-TERM INCENTIVE MIX (percent of Grant Target Value) CEO AND OTHER NEOS Restricted Stock Units (RSU) 40% Performance Stock Units (PSU) 60%

  50. 2023 Long-Term Incentive Grants

    2023 Long-Term Incentive Grants Name Type of Award Granted Grant Target Value Units Granted Francisco J. Leon Two-Year RSU $1,200,000 29,615 Three-Year RSU $1,800,000 44,422 Two-Year PSU $1,800,000 44,422 Three-Year PSU $2,700,000 66,634 Manuela ("Nelly") Molina Three-Year RSU $880,000 22,206 Three-Year PSU $1,320,000 33,308 Jay A. Bys Two-Year RSU $576,000 14,215 Three-Year RSU $864,000 21,323 Two-Year PSU $864,000 21,323 Three-Year PSU $1,296,000 31,984 Chris D. GouldTwo-Year RSU $579,200 14,294 Three-Year RSU $868,800 21,441 Two-Year PSU $868,800 21,441 Three-Year PSU $1,303,200 32,162 Michael L. Preston Two-Year RSU $597,333 14,742 Three-Year RSU $896,000 22,112 Two-Year PSU $896,000 22,112 Three-Year PSU $1,344,000 33,169 Mark A. (Mac) McFarland Director RSU $200,000 5,029Shawn M. Kerns Two-Year RSU $576,000 14,215 Three-Year RSU $864,000 21,323 Two-Year PSU $864,000 21,323 Three-Year PSU $1,296,000 31,984

  51. 2023 Restricted Stock Unit Awards

    2023 Restricted Stock Unit Awards The 2023 Restricted Stock Unit awards ("2023 RSU Awards") are stock-based and stock-settled long-term incentive awards primarily intended to promote retention and enhance alignment with stockholder interests through development of ownership in the Company with time-vested payouts. The 2023 RSU Awards generally vest on the anniversary dates of the grant date. The delivery of vested shares occurs immediately after each applicable vesting date. Dividend equivalents are accumulated and paid at the time shares are delivered.

  52. 2023 Performance Stock Unit Awards

    2023 Performance Stock Unit Awards The 2023 Performance Stock Unit awards ("2023 PSU Awards") are stock-based and stock-settled long-term incentive with performance measures based on the Company's cumulative Total Shareholder Return ("TSR") and the Company's TSR relative the TSR of the companies included in the XOP index. The 2023 PSU Awards generally vest on the third anniversary of the grant date for the three-year awards and on the second anniversary of the grant date for the two-year award. Payouts can range from 0% to 200% of the target PSUs awarded, based on the performance level attained during the performance period according to the payout matrices below. The performance periods run from January 1, 2023 through December 31 of the year prior to the vesting date. Delivery of earned shares occurs after the applicable vesting date following the Compensation Committee's certification of the performance level achieved. Dividend equivalents are accumulated and paid on earned shares at the time shares are delivered. Payout Matrix for Three-Year Awards Percentage of Performance Units deemed to be Earned PS Units* Cumulative 3-Year TSR Relative TSR Measured Against the XOP Index 1st Quartile 2nd Quartile 3rd Quartile 4th Quartile Low - High 0 - 25th Percentile 25.01 - 50th Percentile 50.01 - 75th Percentile 75.01 - 100th Percentile 52.01% or greater 125% 150% 175% 200% 33.01% 52% 100% 100% - 125% 125.01% - 150% 150.01% - 175% 16.01% 33% 50% 50.01% - 75% 75.01% - 100% 100.01% - 150% 0.01% 16% 0% 0.01% - 25% 25.01% - 50% 50.01% - 75% -5.00% 0% 0% 0% 25% 50% Less than -5.00% 0% 0% 0% 0% * Where ranges are shown, Payout Factor will be interpolated in the range based on equal weighting of Absolute TSR and Relative TSR positions between low and high values. Payout Matrix for Two-Year Awards Percentage of Performance Units deemed to be Earned PS Units* Cumulative 2-Year TSR Relative TSR Measured Against the XOP Index 1st Quartile 2nd Quartile 3rd Quartile 4th Quartile Low - High 0 - 25th Percentile 25.01 - 50th Percentile 50.01 - 75th Percentile 75.01 - 100th Percentile 32.01% or greater 125% 150% 175% 200% 21.01% 32% 100% 100% - 125% 125.01% - 150% 150.01% - 175% 10.01% 21% 50% 50.01% - 75% 75.01% - 100% 100.01% - 150% 0.01% 10% 0% 0.01%-25% 25.01% - 50% 50.01% - 75% -5.00% 0% 0% 0% 25% 50% Less than -5.00% 0% 0% 0% 0% * Where ranges are shown, Payout Factor will be interpolated in the range based on equal weighting of Absolute TSR and Relative TSR positions between low and high values. Please see the table below titled “Outstanding Equity Awards at December 31, 2023” for a description of the outstanding equity-based awards that were held by our NEOs at the end of 2023, and the table below titled “Option Exercises and Stock Vested in 2023” for a description of the NEO equity-based awards that vested during the 2023 year.

  53. Cash Retention Bonus Agreements

    Cash Retention Bonus Agreements In February 2023, at the time we announced that Mr. McFarland would step down as President and Chief Executive Officer and Mr. Leon would become President and CEO at our 2023 Annual Meeting and that we were searching for a new Chief Financial Officer, the Compensation Committee determined that it would be in the best interests of stockholders and the Company to enter into individual Retention Bonus Agreements with Messrs. Bys, Gould, Kerns, and Preston in order ensure stability among the senior management team during the period of uncertainty that comes with a change in leadership. The individual Retention Bonus Agreements provide for a total cash bonus opportunity of one times the NEO's annual base salary at the time of grant. The bonus vests in three installments - the first installment equal to 20% of the total bonus opportunity vested six months after the grant date, the second installment equal to 20% vested 12 months after the grant date and the third installment equal to 60% vests 18 months after the grant date. Vested portions of the retention bonus will become immediately payable following the vesting date. During the retention period, if the NEO is terminated by the Company without cause or due to the NEO's death or disability, any remaining unvested bonus award will immediately become vested and will be paid to the NEO.

  54. Employment Agreements

    Employment Agreements In 2021, the Company entered into various employment agreements with our then CEO, Mr. McFarland, and other NEOs, as summarized below. In 2023, the Company entered into new employment agreements with our new CEO, Mr. Leon, our new CFO, Ms. Molina, and Mr. Gould. The Compensation Committee believes it is the best interests of stockholders to have agreements in place to help retain the CEO and other NEOs. These agreements also protect Company interests and ensure that covered executives can execute their duties in the best interests of stockholders without personal bias by providing change in control protections in the event a transaction that is in the best interests of stockholders would result in their termination of their employment.

  55. 2023 CEO Employment Agreement

    2023 CEO Employment Agreement On February 23, 2023, the Company entered into a new employment agreement with Mr. Leon (the “2023 CEO Employment Agreement”) in connection with his anticipated promotion to the position of President and Chief Executive Officer, which superseded the employment agreement previously maintained by the Company and Mr. Leon, dated June 8, 2021, for his position of Executive Vice-President and Chief Financial Officer of the Company. The 2023 CEO Employment Agreement initially governed his role as the Company’s Executive Vice-President and Chief Financial Officer but automatically began covering his new role as President and Chief Executive Officer in connection with his promotion on the date of the Company’s 2023 Annual Meeting of Stockholders. The 2023 CEO Employment Agreement provides for an initial two-year term beginning on February 23, 2023 (the “Effective Date”) and will automatically renew for an additional one-year term on each anniversary of the Effective Date unless the Company or Mr. Leon provides 90 days’ written notice to the other that no such automatic renewal shall occur. The 2023 CEO Employment Agreement provides that Mr. Leon will receive an annual base salary of $750,000. Mr. Leon will also be eligible to receive: (i) an annual cash bonus with a target value equal to 120% of his annual base salary; (ii) participation in those benefit plans and programs of the Company available to similarly situated executives; and (iii) at the same time as other executive officers of the Company receive 2023 annual equity award grants, annual long-term incentive awards (to be comprised 60% of performance stock units and 40% of restricted stock units) under the Company’s 2021 Long Term Incentive Plan (as amended, the "LTIP") with a target grant value of 600% of his base salary as in effect on the applicable grant date. The performance stock unit awards will vest over a three-year cliff vesting period beginning on the date of grant, and the restricted stock units will vest in three equal installments over a three-year vesting period beginning on the date of grant. In addition to his annual 2023 LTIP awards described above, Mr. Leon will also receive two separate awards pursuant to the LTIP in 2023: (i) an award of restricted stock units with a grant date target value of $1,200,000 and (ii) an award of performance units with a grant date target value of $1,800,000, each award of which will vest over a two-year vesting period. The 2023 CEO Employment Agreement also contains provisions that could provide severance payments and benefits to Mr. Leon in qualifying situations. Those terms and an estimate of the payments that he could receive in connection with certain termination events are detailed further below within the section titled "Potential Payments Upon Termination or Change in Control."

  56. Other NEOs

    Other NEOs On June 8, 2021, the Company entered into employment agreements with each of Messrs. Bys, Kerns and Preston (each a “2021 Employment Agreement”) that was initially effective through the 2023 year. Each 2021 Employment Agreement provided for an initial one-year term and will automatically renew for an additional one-year term on each anniversary unless the Company or the executive provides 90 days’ written notice to the other that no such automatic renewal shall occur. However, either the Company or the executive may terminate the employment relationship for any or no reason at any time during the initial one-year term or any renewal term. Pursuant to each 2021 Employment Agreement, each executive will receive an annualized base salary of $500,000, will be covered under the Company’s directors and officers liability insurance and will be eligible (i) to receive an annual cash bonus with a target value of 100% of his base salary, (ii) to participate in those benefit plans and programs of the Company available to similarly situated executives and (iii) commencing in 2023, to receive annual long-term incentive awards under the LTIP with a grant target value of not less than 220% of his base salary as in effect on the applicable grant date. The 2021 Employment Agreements also contain provisions that could provide severance payments and benefits to the NEOs in qualifying situations. Those terms and an estimate of the payments that the NEO could receive in connection with certain termination events are detailed further below in the section titled "Potential Payments upon Termination or Change in Control". On May 8, 2023, the Company entered into an employment agreement (the "2023 CFO Employment Agreement") with Manuela ("Nelly") Molina, the new CFO. The 2023 CFO Employment Agreement provides for an initial two-year term beginning on May 8, 2023 (the "Effective Date") and will automatically renew for an additional one-year term on each anniversary of the Effective Date unless the Company or Ms. Molina provides 90 days’ written notice to the other that no such automatic renewal shall occur. Pursuant to the Employment Agreement, Ms. Molina will receive an annual base salary of $550,000. She will also be eligible to receive: (i) an annual cash bonus with a target value equal to 100% of her annual base salary (prorated for calendar year 2023); (ii) participation in those benefit plans and programs of the Company available to similarly situated executives; and (iii) annual long-term incentive awards (expected to be comprised 60% of performance stock units and 40% of restricted stock units) under the Company’s 2021 Long Term Incentive Plan (as amended, the “LTIP”) with a target grant value of 400% of Ms. Molina’s base salary as in effect on the applicable grant date. The performance stock unit awards are expected to vest over a three-year cliff vesting period beginning on the date of grant, and the restricted stock units are expected to vest in three equal installments over a three-year vesting period beginning on the date of grant. Additionally, Ms. Molina will receive a cash sign-on bonus of $150,000, subject to all applicable tax withholdings. The 2023 CFO Employment Agreement also contains provisions that could provide severance payments and benefits to Ms. Molina in qualifying situations. Those terms and an estimate of the payments that she could receive in connection with certain termination events are detailed further below within the section titled "Potential Payments Upon Termination or Change in Control." On July 27, 2023, the Company entered into an amended and restated employment agreement (the "2023 CSO Employment Agreement") with Chris D. Gould, our Chief Sustainability Officer, which superseded the employment agreement previously maintained by the Company and Mr. Gould, dated June 14, 2021. The 2023 CSO Employment Agreement provides for an initial two-year term beginning on the Effective Date and will automatically renew for an additional one-year term on each anniversary of the Effective Date unless the Company or Mr. Gould provides 90 days’ written notice to the other that no such automatic renewal shall occur. Pursuant to the Employment Agreement, Mr. Gould will receive an annual base salary of $600,000. He will also be eligible to receive: (i) an annual cash bonus with a target value equal to 100% of his annual base salary (prorated for calendar year 2023); (ii) participation in those benefit plans and programs of the Company available to similarly situated executives; and (iii) annual long-term incentive awards (expected to be comprised 60% of performance stock units and 40% of restricted stock units) under the Company’s 2021 Long Term Incentive Plan (as amended, the “LTIP”) with a target grant value of 400% of Mr. Gould’s base salary as in effect on the applicable grant date. The performance stock unit awards are expected to vest over a three-year cliff vesting period beginning on the date of grant, and the restricted stock units are expected to vest in three equal installments over a three-year vesting period beginning on the date of grant. The 2023 CSO Employment Agreement also contains provisions that could provide severance payments and benefits to Mr. Gould in qualifying situations. Those terms and an estimate of the payments that he could receive in connection with certain termination events are detailed further below within the section titled "Potential Payments Upon Termination or Change in Control."

  57. Benefits

    Benefits In addition to the components of the executive compensation program described above, we provided the following programs to our NEOs during the 2023 year. Qualified Defined Contribution Plan – All of our employees, including our NEOs, were eligible to participate in a tax-qualified, defined contribution plan. The defined contribution plan provided for periodic cash contributions by us based on annual employee cash compensation and employee-elected deferrals. Employees were permitted to contribute into the plan a percentage of their annual salary and bonus up to the annual limit set by the Internal Revenue Service (“IRS”). Employees were able to direct their account balances to a variety of investments. Nonqualified Defined Contribution Plans – All employees, including our NEOs, whose participation in our qualified defined contribution plan was limited by applicable tax laws were eligible to participate in our supplemental savings plan (the “SSP”), a nonqualified defined contribution plan, which provided additional retirement benefits outside of those limitations. Annual allocations for each participant were generally intended to restore the amounts that would have been contributed to our qualified defined contribution plan but for certain tax law limitations, and certain employer allocations were subject to a vesting schedule that required the completion of three years of service. Vested account balances will be payable following separation from service. Interest on SSP account balances was allocated monthly to each participant’s account based on the yield on five-year U.S. Treasury Constant Maturities plus 2% converted to a monthly allocation factor. In addition, we sponsored a supplemental retirement plan (the “SRP II”), which was established for purposes of the assumption by us of certain liabilities under the Occidental Petroleum Corporation Supplemental Retirement Plan II, including those for Messrs. Leon, Kerns and Preston. All account balances under the SRP II were fully vested at all times and are credited with interest on a monthly basis based on the yield on five-year U.S. Treasury Constant Maturities plus 2% converted to a monthly allocation factor. No additional allocations were made under the SRP II other than the crediting of interest. In order to provide greater financial planning flexibility to participants while not increasing costs under the plan, the SRP II allowed in-service distribution of a participant’s account at a specified age, but not earlier than age 60, as elected by the participant when initially participating in the plan. After a participant receives a specified age distribution, future allocations under the SRP II and earnings on those allocations are to be distributed in the first 70 days of each following year. Nonqualified Deferred Compensation Plan – Certain management and other highly compensated employees (including each of our NEOs) were eligible to participate in our nonqualified deferred compensation plan (the “DCP”). Under the DCP, participants were able to elect to defer a portion of their base salary and annual bonus for a given year. For the year of deferral, we allocated an additional amount to a participant’s account equal to the sum of 6% (which is immediately vested) and 2% (which is subject to a vesting schedule that required the completion of three years of service) of the compensation deferred by the participant under the DCP to restore amounts that were not contributed to the qualified and nonqualified defined contribution plans due to such deferral of compensation under the DCP. Deferred amounts earned interest based on the yield on five-year U.S. Treasury Constant Maturities based on a monthly frequency plus 2%, converted to a monthly allocation factor. Vested account balances will be payable following separation from service, or upon attainment of a specified age elected by the participant. Tax Preparation and Financial Planning – Our executives, including each of the NEOs, were eligible to receive reimbursement, up to certain annual limits, for income tax preparation, financial planning and investment advice, including legal advice related to tax and financial matters. Insurance – We offered a variety of health coverage options to all employees. NEOs participated in these plans on the same terms as other employees. In addition, for executives, including the NEOs, we paid for an annual comprehensive physical examination. We provided all employees with life insurance equal to twice the employee’s base salary. Employee Stock Purchase Plan – We adopted the California Resources Corporation Employee Stock Purchase Plan (the “ESPP”), effective in July 2022, which was approved by shareholders in May 2022 at the 2022 Annual Meeting. The ESPP provides our employees (including our NEOs) the ability to purchase shares of our common stock at a price equal to 85% of the closing price of a share of our common stock as of either the first day of each offering period or the last day of each offering period, whichever amount is less. The maximum number of shares of our common stock authorized to be issued pursuant to the ESPP is 1.25 million, subject to adjustment pursuant to the terms of the ESPP. In addition, participants in the ESPP will be subject to certain limits on the number of shares that can be purchased in any given year and during any given offering period (a calendar quarter) under the ESPP.

  58. Annual Incentive Program

    Annual Incentive Program In February 2024, the Compensation Committee approved the scorecard metrics for the 2024 Annual Incentive Program. In addition to metrics related to financial performance and cost management, 30% of the 2024 scorecard weighting relates to ESG-related carbon management, environmental stewardship, and worker safety goals.

  59. Long-Term Incentive Grants

    Long-Term Incentive Grants The Compensation Committee continued granting long-term incentive awards to the NEOs in February 2024, consisting of 40% time-based restricted stock units and 60% performance stock units with payouts subject to absolute TSR and relative TSR goals compared to the XOP Index, as supported by feedback from our stockholder outreach. Other Compensation Matters

  60. Summary Compensation Table ("SCT")

    Summary Compensation Table ("SCT")

  61. Summary Compensation Table ("SCT")

    | | | | | | | | Change in | | | | | | | | | | | Pension | | | | | | | | | | | Value and | | | | | | | | | | | Nonqualified | | | | | | | | | | Non-Equity | Deferred | | | | Name and | | | | Stock | Option | Incentive Plan | Compensation | All Other | | | Principal | Year | Salary | Bonus | Awards | Awards | Compensation | Earnings | Compensation | Total | | Position | | (1) | (2) | (3) | (3) | (4) | (5) | (6) | | | Francisco J. Leon | 2023 | $708,654 | $279,000 | $7,673,589 | $0 | $1,221,984 | $10,234 | $292,207 | $10,185,668 | | President and | 2022 | $500,000 | $175,000 | $0 | $0 | $483,200 | $10,245 | $244,557 | $1,413,002 | | Chief Executive Officer | 2021 | $491,154 | $150,000 | $3,641,638 | $0 | $648,000 | $4,181 | $106,925 | $5,041,898 | | Manuela ("Nelly") Molina (7) | 2023 | $349,039 | $239,650 | $2,298,501 | $0 | $486,893 | $0 | $59,474 | $3,433,557 | | Executive Vice President and | | | | | | | | | | | Chief Financial Officer | | | | | | | | | | | Jay A. Bys | 2023 | $532,308 | $270,000 | $3,683,335 | $0 | $733,190 | $1,517 | $213,928 | $5,434,278 | | Executive Vice President and | 2022 | $500,000 | $140,000 | $0 | $0 | $483,200 | $431 | $218,688 | $1,342,319 | | Chief Commercial Officer | 2021 | $626,923 | $150,000 | $2,684,108 | $0 | $648,000 | $0 | $77,332 | $4,186,363 | | Chris D. Gould (7) | 2023 | $553,381 | $307,289 | $3,703,777 | $0 | $770,776 | $954 | $157,113 | $5,493,290 | | Executive Vice President and | | | | | | | | | | | Chief Sustainability Officer | | | | | | | | | | | Michael L. Preston | 2023 | $569,038 | $298,128 | $3,819,735 | $0 | $789,742 | $27,431 | $253,195 | $5,757,269 | | Executive Vice President, | 2022 | $500,000 | $150,000 | $0 | $0 | $483,200 | $30,044 | $244,557 | $1,407,801 | | Chief Strategy Officer | 2021 | $495,385 | $150,000 | $3,641,638 | $0 | $648,000 | $13,148 | $107,834 | $5,056,005 | | and General Counsel | | | | | | | | | | | Mark A. (Mac) McFarland (8) | 2023 | $294,231 | $0 | $203,675 | $0 | $0 | $3,261 | $413,530 | $914,697 | | Former President and | 2022 | $850,000 | $301,920 | $0 | $0 | $985,728 | $1,180 | $668,921 | $2,807,749 | | Chief Executive Officer | 2021 | $1,122,395 | $306,000 | $14,132,218 | $0 | $1,043,022 | $0 | $979,646 | $17,583,281 | | Shawn M. Kerns (9) | 2023 | $316,308 | $540,000 | $3,683,335 | $0 | $0 | $23,230 | $1,597,097 | $6,159,970 | | Former Executive Vice | 2022 | $500,000 | $115,000 | $0 | $0 | $483,200 | $25,360 | $244,557 | $1,368,117 | | President and Chief Operating Officer | 2021 | $494,231 | $150,000 | $3,641,638 | $0 | $648,000 | $11,056 | $107,368 | $5,052,293 |

  62. Summary Compensation Table ("SCT")

    (1) Amounts shown for 2023 reflect a partial year for Ms. Molina and Messrs. McFarland and Kerns. Ms. Molina was hired in May 2023, replacing Mr. Leon as Chief Financial Officer. Mr. McFarland stepped down as President and Chief Executive Officer at the 2023 Annual Meeting, at which time Mr. Leon became President and CEO. Mr. McFarland continues to serve as a director. Mr. Kerns retired as part of the Company's restructuring at the end of July 2023. Amounts shown for 2021 reflect a partial year of independent contractor fees and a partial year of employment for Messrs. McFarland and Bys. Mr. McFarland had an Interim CEO Agreement with the Company under which the Company paid a fee of $175,000 per month, beginning in January 2021 and ending March 21, 2021, for his services as Interim CEO. Under the terms of the agreement, he received no cash compensation for his role as Chair of the Board while serving as Interim CEO but remained eligible to receive a director’s emergence equity grant. On March 22, 2021, the Company announced that Mr. McFarland had been named President and CEO, dropping the interim title, in addition to his role as Chair of the Board. On April 15, 2021, the Company announced that Ms. Tiffany (TJ) Thom Cepak had been named Chair of the Board, thereby replacing Mr. McFarland in that role. Mr. Bys had a consulting agreement with the Company under which the Company paid a fee of $75,000 per month, beginning January 1, 2021, for his consulting services. The agreement terminated upon his appointment as an officer of the Company, effective May 1, 2021. (2) The amounts shown for 2023 for Messrs. Bys, Gould and Preston include 20% of the Retention Bonus Awards granted in February 2023 which were paid in August 2023. The remainder of those Retention Bonus Awards will be paid in 2024. The amount shown for 2023 for Ms. Molina includes a $150,000 sign-on bonus which is subject to repayment if Ms. Molina terminates employment before the second anniversary of her employment date. The amounts shown for all years include the individual performance portion of the AIP bonus payouts. See the Grants of Plan-Based Awards Table below for detail regarding the 2023 awards. As required by the SEC rules, the amounts shown represent the grant date fair value of the awards granted in that year as computed in accordance with U.S. generally accepted accounting principles (GAAP) and Financial Accounting Standards Board (FASB) Accounting Standards Codification (ASC) Topic 718, as more fully described in Note 9 in our Annual Report. Awards reported in the Stock Awards column reflect the value of both time-vested RSUs and performance-earned PSUs (including the director grants that Mr. McFarland was eligible to receive in 2023 and 2021). Depending on the market price of CRC stock on the award certification date, the final payout value could be significantly higher or lower that the amount shown in the table. For PSUs, there was a possibility of no payout depending on the outcome of the performance criteria. There were no stock awards granted to the NEOs in 2022 and no option awards granted in any year. The amounts shown are the scorecard portion of the payouts under the AIP, which are based on Company performance. The 2021 amount for Mr. McFarland reflects a reduction of $278,898 from the amount approved by the Compensation Committee to reflect the difference between his interim CEO agreement monthly fee and his employment agreement salary for the period from January 1, 2021 through March 21, 2021. (5) The amounts shown are the portion of each executive’s interest credited on nonqualified deferred compensation plan balances that was in excess of 120% of the long-term applicable federal rate, compounded monthly, as prescribed under Section 1274(d) of the Code. (6) The following table shows “All Other Compensation” amounts for 2023.

  63. Grants of Plan-Based Awards

    Grants of Plan-Based Awards The table below summarizes the plan-based awards granted in 2023 to our NEOs, which included AIP awards (Annual Incentive), Restricted Stock Unit awards (RSU) and Performance Stock Unit awards (PSU).

  64. Grants of Plan-Based Awards

    | | | | | | | | | All Other | | | | | | | | | | | Stock | | | | | | | | | | | Awards: | | | | | | | | | | | Number of | Grant Date | | | | Estimated Future Payouts | | | Estimated Future Payouts | | | Shares of | Fair Value | | | | Under Non-Equity Incentive | | | Under Equity Incentive | | | Stock | of Stock | | | | Plan Awards | | | Plan Awards | | | or Units | Awards | | Name / | Grant | Threshold | Target | Maximum | Threshold | Target | Maximum | | | | Type of Grant | Date | ($)(1) | ($) | ($) | (# Shares)(2) | (# Shares) | (# Shares) | (# Shares) | ($) | | Francisco J. Leon | | | | | | | | | | | Annual Incentive | | $7,200 | $720,000 | $1,440,000 | | | | | | | RSU(3) | 2/23/2023 | | | | | | | 44,422 | $1,759,555 | | RSU(4) | 2/23/2023 | | | | | | | 29,615 | $1,173,050 | | PSU(5) | 2/23/2023 | | | | 7 | 66,634 | 133,268 | | $3,016,521 | | PSU(6) | 2/23/2023 | | | | 4 | 44,422 | 88,844 | | $1,724,462 | | Manuela ("Nelly") Molina | | | | | | | | | | | Annual Incentive | | $2,869 | $286,880 | $573,760 | | | | | | | RSU(7) | 5/8/2023 | | | | | | | 22,206 | $881,578 | | PSU(8) | 5/8/2023 | | | | 3 | 33,308 | 66,616 | | $1,416,922 | | Jay A. Bys | | | | | | | | | | | Annual Incentive | | $4,320 | $432,000 | $864,000 | | | | | | | RSU(3) | 2/23/2023 | | | | | | | 21,323 | $844,604 | | RSU(4) | 2/23/2023 | | | | | | | 14,215 | $563,056 | | PSU(5) | 2/23/2023 | | | | 3 | 31,984 | 63,968 | | $1,447,916 | | PSU(6) | 2/23/2023 | | | | 2 | 21,323 | 42,646 | | $827,759 | | Chris D. Gould | | | | | | | | | | | Annual Incentive | | $4,541 | $454,146 | $908,292 | | | | | | | RSU(3) | 2/23/2023 | | | | | | | 21,441 | $849,278 | | RSU(4) | 2/23/2023 | | | | | | | 14,294 | $566,185 | | PSU(5) | 2/23/2023 | | | | 3 | 32,162 | 64,324 | | $1,455,974 | | PSU(6) | 2/23/2023 | | | | 2 | 21,441 | 42,882 | | $832,340 | | Michael L. Preston | | | | | | | | | | | Annual Incentive | | $4,653 | $465,321 | $930,642 | | | | | | | RSU(3) | 2/23/2023 | | | | | | | 22,112 | $875,856 | | RSU(4) | 2/23/2023 | | | | | | | 14,742 | $583,931 | | PSU(5) | 2/23/2023 | | | | 3 | 33,169 | 66,338 | | $1,501,561 | | PSU(6) | 2/23/2023 | | | | 2 | 22,112 | 44,224 | | $858,388 | | Mark A. (Mac) McFarland | | | | | | | | | | | Annual Incentive(9) | | | | | | | | | | | RSU(10) | 4/28/2023 | | | | | | | 5,029 | $203,675 | | Shawn M. Kerns | | | | | | | | | | | Annual Incentive(9) | | $4,320 | $432,000 | $864,000 | | | | | | | RSU(3) | 2/23/2023 | | | | | | | 21,323 | $844,604 | | RSU(4) | 2/23/2023 | | | | | | | 14,215 | $563,056 | | PSU(5) | 2/23/2023 | | | | 3 | 31,984 | 63,968 | | $1,447,916 | | PSU(6) | 2/23/2023 | | | | 2 | 21,323 | 42,646 | | $827,759 |

  65. Grants of Plan-Based Awards

    (1) The “Threshold” amounts are shown at 1% of target, calculated based on threshold payout of the lowest weighted performance metric under the award. Actual payments could have ranged from 0% to 200%. (2) The “Threshold” amounts are shown at 0.01% of target, calculated based on the lowest possible nonzero payout under the award. Actual payments can range from 0% to 200%. (3) The amounts shown represent the estimated grant date fair value of the units granted as computed in accordance with FASB ASC Topic 718, as more fully described in Note 9 Stock-Based Compensation to CRC’s Consolidated Financial Statements in the Form 10-K for the year ended December 31, 2023. The units vest one-third each on February 22, 2024, February 22, 2025 and February 22, 2026. (4) The amounts shown represent the estimated grant date fair value of the units granted as computed in accordance with FASB ASC Topic 718, as more fully described in Note 9 Stock-Based Compensation to CRC’s Consolidated Financial Statements in the Form 10-K for the year ended December 31, 2023. The units vest one-half each on February 22, 2024 and February 22, 2025. (5) The amounts shown represent the estimated grant date fair value of the units granted as computed in accordance with FASB ASC Topic 718, as more fully described in Note 9 Stock-Based Compensation to CRC’s Consolidated Financial Statements in the Form 10-K for the year ended December 31, 2023. The maximum payouts under the awards were: Leon - $7,287,094, Bys - $3,497,770, Gould - $3,517,236, Preston - $3,627,362, Kerns - $3,497,770. Payouts under the PSU award can range from 0% to 200% of target number of units based on our cumulative TSR and TSR relative to the companies in the XOP Index during the three-year performance period from January 1, 2023 through December 31, 2025. The threshold amount is shown at 0.01% of target, calculated based on threshold payout under the performance metric for the award. Linear interpolation applies between the thresholds in the payout matrix shown in the "Compensation Discussion and Analysis" section above. The PSU awards vest on February 22, 2026. Vested shares are delivered immediately following certification of the performance result by the Compensation Committee following the vesting date. The amounts shown represent the estimated grant date fair value of the units granted as computed in accordance with FASB ASC Topic 718, as more fully described in Note 9 Stock-Based Compensation to CRC’s Consolidated Financial Statements in the Form 10-K for the year ended December 31, 2023. The maximum payouts under the awards were: Leon - $4,857,990, Bys - $2,331,883, Gould - $2,344,788, Preston - $2,418,168, Kerns - $2,331,883. Payouts under the Performance Stock Unit award can range from 0% to 200% of target number of units based on our cumulative TSR and TSR relative to the companies in the XOP Index during the two-year performance period from January 1, 2023 through December 31, 2024. The threshold amount is shown at 0.01% of target, calculated based on threshold payout under the performance metric for the award. Linear interpolation applies between the thresholds in the payout matrix shown in the "Compensation Discussion and Analysis" section above. The PSU awards vest on February 22, 2025. Vested shares are delivered immediately following certification of the performance result by the Compensation Committee following the vesting date. (7) The amount shown represents the estimated grant date fair value of the units granted as computed in accordance with FASB ASC Topic 718, as more fully described in Note 9 Stock-Based Compensation to CRC’s Consolidated Financial Statements in the Form 10-K for the year ended December 31, 2023. The units vest one-third each on May 8, 2024, May 8, 2025 and May 8, 2026. (8) The amount shown represents the estimated grant date fair value of the units granted as computed in accordance with FASB ASC Topic 718, as more fully described in Note 9 Stock-Based Compensation to CRC’s Consolidated Financial Statements in the Form 10-K for the year ended December 31, 2023. The maximum payout under the award was $3,642,563. Payout under the Performance Stock Unit award can range from 0% to 200% of target number of units based on our cumulative TSR and TSR relative to the companies in the XOP Index during the three-year performance period from January 1, 2023 through December 31, 2025. The threshold amount is shown at 0.01% of target, calculated based on threshold payout under the performance metric for the award. Linear interpolation applies between the thresholds in the payout matrix shown in the "Compensation Discussion and Analysis" section above. The PSU awards vest on May 8, 2026. Vested shares are delivered immediately following certification of the performance result by the Compensation Committee following the vesting date. (9) Messrs. McFarland and Kerns forfeited their 2023 Annual Incentive when they separated from employment. (10) The amount shown represents the estimated grant date fair value of the units granted as computed in accordance with FASB ASC Topic 718, as more fully described in Note 9 Stock-Based Compensation to CRC’s Consolidated Financial Statements in the Form 10-K for the year ended December 31, 2023. The units vest on April 28, 2024, but are not delivered to Mr. McFarland until six months after he ends his board service.

  66. Narrative Disclosure to Summary Compensation Table and Grants of Plan-Based Awards Table

    Narrative Disclosure to Summary Compensation Table and Grants of Plan-Based Awards Table

  67. Outstanding Equity Awards at December 31, 2023

    Outstanding Equity Awards at December 31, 2023 The following table summarizes the outstanding equity awards for our NEOs as of December 31, 2023.

  68. Outstanding Equity Awards at December 31, 2023

    | | | Stock Awards | | | | | | | | | | Equity | | | | | | | Incentive | | | | | | | Plan | | | | | | Equity | Awards: | | | | | | Incentive | Market or | | | | Number | | Plan | Payout | | | | of | | Awards: | Value of | | | | Shares | Market | Number of | Unearned | | | | or Units | Value of | Unearned | Shares, | | | | of Stock | Shares or | Shares, Units | Units or | | | | That | Units That | or Other | Other Rights | | | | Have Not | Have Not | Rights That | That Have | | Name / Type | Grant | Vested | Vested | Have Not | Not Vested | | of Grant | Date | (#) | ($)(1) | Vested (#) | ($)(1) | | Francisco J. Leon | | | | | | | RSU(2) | 1/25/2021 | 27,707 | $1,515,019 | | | | PSU(3) | 1/25/2021 | 83,124 | $4,545,220 | | | | RSU(4) | 2/23/2023 | 44,422 | $2,428,995 | | | | RSU(5) | 2/23/2023 | 29,615 | $1,619,348 | | | | PSU(6) | 2/23/2023 | | | 66,634 | $3,643,547 | | PSU(7) | 2/23/2023 | | | 44,422 | $2,428,995 | | Manuela ("Nelly") Molina | | | | | | | RSU(8) | 5/8/2023 | 22,206 | $1,214,224 | | | | PSU(9) | 5/8/2023 | | | 33,308 | $1,821,281 | | Jay A. Bys | | | | | | | RSU(2) | 5/12/2021 | 22,294 | $1,219,036 | | | | PSU(3) | 5/12/2021 | 61,309 | $3,352,376 | | | | RSU(4) | 2/23/2023 | 21,323 | $1,165,942 | | | | RSU(5) | 2/23/2023 | 14,215 | $777,276 | | | | PSU(6) | 2/23/2023 | | | 31,984 | $1,748,885 | | PSU(7) | 2/23/2023 | | | 21,323 | $1,165,942 | | Chris D. Gould | | | | | | | RSU(4) | 2/23/2023 | 21,441 | $1,172,394 | | | | RSU(5) | 2/23/2023 | 14,294 | $781,596 | | | | PSU(6) | 2/23/2023 | | | 32,162 | $1,758,618 | | PSU(7) | 2/23/2023 | | | 21,441 | $1,172,394 | | Michael L. Preston | | | | | | | RSU(2) | 1/25/2021 | 27,707 | $1,515,019 | | | | PSU(3) | 1/25/2021 | 83,124 | $4,545,220 | | | | RSU(4) | 2/23/2023 | 22,112 | $1,209,084 | | | | RSU(5) | 2/23/2023 | 14,742 | $806,093 | | | | PSU(6) | 2/23/2023 | | | 33,169 | $1,813,681 | | PSU(7) | 2/23/2023 | | | 22,112 | $1,209,084 | | Mark A. (Mac) McFarland | | | | | | | RSU(10) | 1/25/2021 | 20,444 | $1,117,878 | | | | RSU(11) | 4/28/2023 | 5,029 | $274,986 | | | | Shawn M. Kerns | | | | | | | PSU(6) | 2/23/2023 | | | 4,850 | $265,198 | | PSU(7) | 2/23/2023 | | | 4,976 | $272,088 |

  69. Outstanding Equity Awards at December 31, 2023

    (1) The amount shown represents the product of the number of units in the column immediately to the left and the closing price on December 31, 2023, of our common stock as reported in the NYSE Composite Transactions, which was $54.68 per share. (2) These units vest on January 25, 2024, and settlement of vested units will occur immediately thereafter. (3) Payout of this PSU award is subject to the achievement of specified 60-day VWAP thresholds over a three-year period from January 25, 2021 to January 24, 2024. As of December 31, 2022, the 60-day VWAP had reached the performance level to earn a 100% payout. This award is not reported in the Equity Incentive Plan Awards column because the performance condition for earning a payout of 100% of the units has been met, although vesting and settlement will not occur until January 25, 2024, subject to certain conditions as provided in the award agreements. (4) One-third of these units vest on each of February 23, 2024, February 23, 2025, and February 23, 2026, and settlement of vested units will occur immediately thereafter. (5) One-half of these units vest on each of February 23, 2024 and February 23, 2025, and settlement of vested units will occur immediately thereafter. (6) Payout of this PSU award is subject to the achievement of specified cumulative TSR and TSR relative to the companies in the XOP Index over a three-year period from January 1, 2023 to December 31, 2025. The units cliff vest on February 23, 2026. The number of shares is shown at target performance. (7) Payout of this PSU award is subject to the achievement of specified cumulative TSR and TSR relative to the companies in the XOP Index over a two-year period from January 1, 2023 to December 31, 2024. The units cliff vest on February 23, 2025. The number of shares is shown at target performance. (8) One-third of these units vest on each of May 8, 2024, May 8, 2025, and May 8, 2026, and settlement of vested units will occur immediately thereafter. The number of shares is shown at target performance. Payout of this PSU award is subject to the achievement of specified cumulative TSR and TSR relative to the companies in the XOP Index over a three-year period from January 1, 2023 to December 31, 2025. The units cliff vest on May 8, 2026. The number of shares is shown at target performance. These units vest on January 25, 2024, although settlement of vested units will not occur until six months after the end of Mr. McFarland's Board service. (11) These units vest on April 28, 2024, although settlement of vested units will not occur until six months after the end of Mr. McFarland's Board service.

  70. Option Exercises and Stock Vested in 2023

    Option Exercises and Stock Vested in 2023 The second tranche of the RSUs granted in 2021 vested during 2023, although vested shares will not be delivered until 2024 under the terms of the awards, except for Mr. Gould, as noted below. As such, none of the NEOs, other than Mr. Gould, have been issued any shares under the 2021 awards and have not realized any value with respect to those vested RSUs. Mr. Kerns received vested shares from the RSUs granted in 2023, which prorated and vested upon his separation in 2023. At the time shares are delivered under the stock awards, shares are cancelled and the Company pays cash for required tax withholding, reducing the potential stock dilution from shares issued for stock awards. There are no outstanding option awards to be exercised.

  71. Option Exercises and Stock Vested in 2023

    | | Stock Awards | | | Name | Number of Shares Acquired on Vesting (#)(1) | Value Realized on Vesting ($)(2) | | Francisco J. Leon | 27,708 | $1,303,384 | | Manuela ("Nelly") Molina | 0 | $0 | | Jay A. Bys | 22,294 | $1,048,710 | | Chris D. Gould | 49,267 | $2,081,038 | | Michael L. Preston | 27,708 | $1,303,384 | | Mark A. (Mac) McFarland | 416,180 | $16,598,535 | | Shawn M. Kerns | 57,985 | $2,918,662 |

  72. Option Exercises and Stock Vested in 2023

    (1) The second tranche of RSUs granted on January 25, 2021, to Messrs. McFarland, Leon, Kerns and Preston and on May 12, 2021, to Mr. Bys vested on January 25, 2023; the second tranche of RSUs and all of the earned PSUs granted to Mr. Gould on June 14, 2021, vested on June 14, 2023; the second tranche of RSUs granted to Mr. McFarland on March 22, 2021, vested on March 22, 2023. Under the terms of the awards, the vested shares will not be delivered to the NEOs until 2024, except for the vested shares for Mr. Gould, which were delivered to him following vesting in 2023. (2) These amounts were calculated as the number of vesting RSUs times the closing stock price of our common stock as reported in the NYSE Composite Transactions on the respective vesting dates. The vested RSUs will not be delivered to the NEOs, except for Mr. Gould as noted in Footnote (1) above, until 2024. Includes the cash value of RSUs canceled to pay certain tax liabilities on RSUs which vested during 2023. The number of RSUs canceled were: Mr. McFarland – 3,797; Mr. Leon 1,506; Messrs. Kerns and Preston – 1,507 each; and Mr. Bys – 1,109. The remaining amounts of vested RSUs that will be settled in 2024 are reflected below within the 2023 Nonqualified Deferred Compensation Table.

  73. 2023 Nonqualified Deferred Compensation Table

    2023 Nonqualified Deferred Compensation Table The following table sets forth for 2023 the contributions, earnings, withdrawals and balances under the SSP, SRP II and the DCP in which the NEOs participated. Messrs. Leon, Kerns and Preston were fully vested in their respective aggregate balances shown below, which include amounts CRC assumed from our former parent Occidental Petroleum Corporation’s plans. Ms. Molina will be fully vested in her SSP balance following the third anniversary of her employment in 2026. Messrs. Bys and Gould will be fully vested in their SSP balances following their third anniversary of employment in 2024. Mr. McFarland forfeited the unvested portion of his SSP balance when he stepped down as CEO at the 2023 Annual Meeting. For additional information relating to these plans, see “Nonqualified Defined Contribution Plans” and “Nonqualified Deferred Compensation Plan” above.

  74. 2023 Nonqualified Deferred Compensation Table

    | | | | | | Aggregate | | | | | Executive | Company | Aggregate | Withdrawals/ | Aggregate | | | | Contributions | Contributions | Earnings | Distributions | Balance | | | | 2023 | in 2023 | in 2023 | in 2023 | at 12/31/2023 | | Name | Plan | ($)(1) | ($)(2) | ($)(3) | ($) | ($)(4)(5) | | Francisco J. Leon | SSP | $0 | $140,220 | $41,809 | $0 | $870,997 | | | SRP II | $0 | $0 | $10,421 | $0 | $178,170 | | | RSU | | | $61,084 | | $2,946,657 | | Manuela ("Nelly") Molina | SSP | $0 | $26,474 | $0 | $0 | $26,474 | | Jay A. Bys | SSP | $0 | $84,158 | $7,800 | $0 | $232,331 | | | RSU | | | $43,163 | | $2,082,180 | | Chris D. Gould | SSP | $0 | $92,277 | $5,225 | $0 | $187,368 | | Michael L. Preston | SSP | $0 | $103,262 | $70,351 | $0 | $1,322,354 | | | SRP II | $0 | $0 | $69,761 | $0 | $1,192,669 | | | RSU | | | $61,082 | | $2,946,600 | | Mark A. (Mac) McFarland | SSP | $0 | $48,750 | $16,747 | $0 | $363,319 | | | PSU | | | $271,673 | | $17,248,883 | | | RSU | | | $235,900 | | $11,379,793 | | Shawn M. Kerns | SSP | $0 | $25,449 | $58,878 | $0 | $1,046,874 | | | SRP II | $0 | $0 | $27,975 | $0 | $478,279 | | | DCP | $0 | $0 | $31,810 | $0 | $543,845 | | | PSU | | | $47,058 | | $4,389,853 | | | RSU | | | $75,375 | | $4,279,939 |

  75. 2023 Nonqualified Deferred Compensation Table

    (1) No employee contributions are permitted in the SSP or SRP II. None of the NEOs elected to defer compensation under the DCP for 2023. (2) Amounts represent Company contributions to the SSP and are reported under “All Other Compensation” in the Summary Compensation Table for 2023. (3) The amounts reported in this column include aggregate interest as provided in the SSP, SRP II, and DCP plans that accrued during 2023. Included in these amounts are excess earnings which are reported under the “Change in Pension Value and Nonqualified Deferred Compensation Earnings” column in the Summary Compensation Table for 2023 because they were above-market earnings as follows: Mr. Leon - $10,234; Mr. Bys – $1,517; Mr. Gould - $954; Mr. Preston - $27,431; Mr. McFarland - $3,261; Mr. Kerns - $23,230. The amounts reported in this column for RSUs and PSUs represent dividend equivalents which accumulated during the year on vested PSUs and RSUs which did not factor in dividends in the grant date fair value at grant. The accumulated dividend equivalents are paid when the shares are delivered. (4) The amounts reported in this column reflect the total balance of the NEO’s accounts in the plans as of December 31, 2023. The total amount previously reported in the Summary Compensation Table for each of the NEOs was as follows: Mr. Leon – $499,976; Ms. Molina - $26,474; Mr. Bys – $224,973; Mr. Gould – $93,231; Mr. Preston – $751,372; Mr. McFarland - $346,886; Mr. Kerns - $773,836. (5) Under the terms of the RSU and PSU awards granted in 2021, the vested RSUs will not be delivered to the NEOs until 2024, therefore they are considered deferred compensation arrangements. Messrs. McFarland and Kerns vested in their PSU and RSU awards granted in 2021 under the terms of their employment agreements, but the vested PSUs and RSUs will not be delivered until 2024.

  76. Potential Payments upon Termination or Change in Control

    Potential Payments upon Termination or Change in Control Summary Payments and other benefits payable to NEOs in various termination circumstances and a change in control were subject to certain policies, plans and employment agreements. Following is a summary of the material terms of these arrangements.

  77. CEO Pay Ratio

    CEO Pay Ratio As required by Section 953(b) of the Dodd-Frank Wall Street Reform and Consumer Protection Act, and Item 402(u) of Regulation S-K, we are providing the following information about the relationship of the median of the annual total compensation of our employees and the annual total compensation of our CEO. For 2023, our last completed fiscal year: • The median of the annual total compensation of all employees of our company (other than our CEO) was $184,505. • The annual total compensation of our CEO, as reported in the Summary Compensation Table above, was $11,100,365. • Based on this information, for 2023 the ratio of the annual total compensation of our CEO to the median of the annual total compensation of all employees was reasonably estimated to be 60 to 1. To identify the median of the annual total compensation of all our employees, as well as to determine the annual total compensation of our median employee and our CEO, we took the following steps: • We determined that, as of December 31, 2023 (which is the date we chose to identify our median employee), our employee population consisted of approximately 970 individuals with all of these individuals located in the United States (as reported in Part I, Items 1 & 2 Business and Properties, in our Annual Report on Form 10-K filed with the Securities and Exchange Commission on February 28, 2024 (our “Annual Report”)). This population consisted of our full-time, part-time, and temporary employees, as we do not have seasonal workers. • We used the total compensation reflected in our payroll records as reported to the Internal Revenue Service on Form W-2 for 2023 as a consistently applied compensation measure to identify our median employee. We did not make any assumptions, adjustments, or estimates with respect to the W-2 wages, and we did not annualize the compensation for any employees that were not employed by us for all of 2023. We believe the use of W-2 wages, as applicable, is the most appropriate compensation measure since it includes the total taxable compensation received by our employees in 2023. • We identified our median employee by consistently applying this compensation measure to all of our employees included in our analysis. Since all of our employees, including our CEO, are located in the United States, we did not make any cost of living adjustments in identifying the median employee. • After we identified our median employee, we combined all of the elements of such employee’s compensation for the 2023 year in accordance with the requirements of Item 402(c)(2)(x) of Regulation S-K, resulting in annual total compensation of $184,505. • With respect to the annual total compensation of our CEO, we used the aggregate amounts reported in the “Total” column of our 2023 Summary Compensation Table for Mr. McFarland, who served as our CEO through the 2023 Annual Meeting and for Mr. Leon, who served as our CEO for the remainder of the year after our 2023 Annual Meeting, included above and incorporated by reference under Item 11 of Part III of our Annual Report. The total 2023 compensation for Mr. Leon includes one-time two-year one-term incentive grants – which we would not expect to be included in CEO total compensation in future years. This pay ratio is calculated in a manner consistent with SEC rules. Because the SEC rules for identifying the median compensated employee and calculating the pay ratio based on that employee’s annual total compensation allow companies to adopt a variety of methodologies, to apply certain exclusions, and to make reasonable estimates and assumptions that reflect their compensation practices, the pay ratio reported by other companies – including companies in our peer group – may not be comparable to the pay ratio reported above. Other companies may have different employment and compensation practices, different geographic breadth, perform different types of work, and may utilize different methodologies, exclusions, estimates and assumptions in calculating their own pay ratios. This information is being provided for compliance purposes. Neither the Compensation Committee nor management of the Company used the pay ratio measure in making compensation decisions.

  78. Pay Versus Performance Disclosures

    Pay Versus Performance Disclosures As required by Item 402(v) of Regulation S-K, we are providing the following information regarding the relationship between executive compensation and the Company’s financial performance for applicable years. The following table summarizes compensation values reported in the Summary Compensation Table for our principal executive officer (“PEO”) and the average for our other NEOs, as compared to “compensation actually paid” and the Company's financial performance for the years ended December 31, 2023, 2022, 2021 and 2020. In determining the “compensation actually paid” to our NEOs, we are required to make various adjustments to amounts that have been previously reported in the Summary Compensation Table in previous years, as the SEC’s valuation methods for this section differ from those required in the Summary Compensation Table. “Compensation actually paid” includes payments made to executives during the applicable year such as salary, performance bonus, and various benefits. However, the SEC’s valuation methods for this section emphasize the changes in fair value of equity awards under applicable financial accounting standards, and as such, references to “compensation actually paid” below reflects the change in equity award values on the applicable calculation dates and does not necessarily reflect what our NEOs received year-to-year.

  79. Pay Versus Performance Disclosures

    | Year | Summary Compensation Table Total for PEO(1) | Compensation Actually Paid to PEO(2) | Average Summary Compensation Table Total for Non-PEO NEOs(1) | Average Compensation Actually Paid to Non-PEO NEOs(2) | Value of Initial Fixed $100 Investment Based On: | | Net Income (Loss) (millions) | Free Cash Flow (millions) | | | | | | | TSR | Peer Group TSR(3) | | | | (a) | (b) | (c) | (d) | (e) | (f) | (g) | (h) | (i) | | 2023(4) | $914,697 | $(2,675,996) | | | | | | | | 2023(5) | $10,185,668 | $13,968,755 | $5,255,617 | $5,995,797 | $381.98 | $518.83 | $564 | $595 | | 2022 | $2,807,749 | $3,368,621 | $1,382,810 | $1,448,173 | $296.45 | $498.98 | $524 | $360 | | 2021 | $17,583,281 | $30,872,890 | $4,834,140 | $8,066,445 | $285.97 | $346.08 | $625 | $458 | | 2020(6) | $47,529 | $47,529 | $4,549,943 | $3,264,927 | $157.27 | $136.65 | $(125) | n/a | | 2020(7) | $21,520,647 | $16,120,640 | | | | | | |

  80. Pay Versus Performance Disclosures

    (1) The PEO and the non-PEO NEOs for each year are as follows: • 2023: PEOs – Mark A. McFarland ("PEO 1" below) and Francisco J. Leon ("PEO 2" below); Non-PEOs – Manuela ("Nelly") Molina, Jay A. Bys, Chris D. Gould, Michael L. Preston, Shawn M. Kerns • 2022 and 2021: PEO – Mark A. McFarland; Non-PEOs – Francisco J. Leon, Jay A. Bys, Shawn M. Kerns, Michael L. Preston 2020: PEOs – Mark A. McFarland ("PEO 1" below) and Todd A. Stevens ("PEO 2" below); Non-PEOs – Francisco J. Leon, Marshall D. Smith, Charles F. Weiss, Shawn M. Kerns, Darren Williams The following tables reconcile the Summary Compensation Table totals to the Compensation Actually Paid totals:

  81. Pay Versus Performance Disclosures

    | | 2023 | | | | PEO 1 | PEO 2 | | PEO Summary Compensation Table Totals | $914,697 | $10,185,668 | | Add (Subtract): | | | | Fair value of equity awards granted during the year from the Summary Compensation Table | (203,675) | (7,673,589) | | Fair value at year end of equity awards granted during the year | 274,986 | 10,120,885 | | Change in fair value of equity awards granted in prior years that were unvested as of the end of the year | 228,359 | 1,237,982 | | Change in fair value of equity awards granted in prior years that vested during the year | (181,005) | 97,809 | | Equity awards granted in prior years that were forfeited during the year | (3,709,358) | — | | Total Equity Award Related Adjustments | (3,590,693) | 3,783,087 | | Compensation Actually Paid Totals | $(2,675,996) | $13,968,755 |

  82. Pay Versus Performance Disclosures

    | | 2023 | | Non-PEO NEOs Summary Compensation Table Totals | $5,255,617 | | Add (Subtract): | | | Fair value of equity awards granted during the year from the Summary Compensation Table | (3,437,737) | | Fair value at year end of equity awards granted during the year | 3,308,421 | | Change in fair value of equity awards granted in prior years that were unvested as of the end of the year | 652,481 | | Change in fair value of equity awards granted in prior years that vested during the year | 218,408 | | Equity awards granted in prior years that were forfeited during the year | (1,394) | | Total Equity Award Related Adjustments | 740,180 | | Compensation Actually Paid Totals | $5,995,797 |

  83. Pay Versus Performance Disclosures

    (3) Peer Group TSR for the peer group of prior years (other than 2020, which as noted herein was the year that we emerged from bankruptcy and only partial year financials can be used) is the same peer group used for Item 201(e) of Reg S-K as shown in our Annual Reports. For the 2023 year, that peer group consisted of Antero Resources Corporation; Berry Corporation; Callon Petroleum Company; Chord Energy Corporation (the combination of Oasis Petroleum Inc. and Whiting Petroleum Corporation which merged in 2022); Comstock Resources Inc.; Coterra Energy Inc.; Crescent Energy Company; Denbury Inc.; Kosmos Energy Ltd.; Magnolia Oil & Gas Corp; Matador Resources Company; Murphy Oil Corporation; PDC Energy, Inc.; Range Resources Corporation; SM Energy Company; Southwestern Energy Company; Talos Energy Inc.; and Vermilion Energy Inc. Before-Tax Free Cash Flow is a non-GAAP measure described above in the AIP Scorecard Metrics section of the Compensation Discussion and Analysis section above. See also Annex A for a reconciliation to the nearest GAAP measure. (4) Information shown for PEO McFarland, who was PEO through April 28, 2023. (5) Information shown for PEO Leon, who was PEO beginning April 28, 2023. (6) Information shown for PEO McFarland, who became PEO on December 31, 2020. (7) Information shown for PEO Stevens, who was PEO until December 31, 2020.

  84. Discussion of Relationship Between Compensation Actually Paid and Performance Measures

    Discussion of Relationship Between Compensation Actually Paid and Performance Measures The relationship between compensation actually paid and the Company’s financial performance over the three-year period shown in the table above is described as follows.

  85. Disclosure of Most Important Performance Measures for Fiscal Year 2023

    | | Fees Earned | | Other | | | | or Paid in | Stock Awards | Compensation | | | Name | Cash | (1) | (2) | Total | | Andrew B. Bremner | $178,805 | $203,675 | $— | $382,480 | | Douglas E. Brooks (3) | $51,327 | $— | $27,723 | $79,050 | | Tiffany (TJ) Thom Cepak | $210,805 | $330,966 | $55,386 | $597,157 | | James N. Chapman | $192,407 | $203,675 | $37,863 | $433,945 | | Nicole Neeman Brady | $152,000 | $203,675 | $— | $355,675 | | Julio M. Quintana | $163,000 | $203,675 | $37,863 | $404,538 | | William B. Roby | $179,429 | $203,675 | $37,863 | $420,967 | | Alejandra (Ale) Veltmann | $167,000 | $203,675 | $— | $370,675 |

  86. Proposal 1. Election of Directors

    Proposal 1. Election of Directors Pursuant to the Company's Bylaws, a nominee will be elected to the Board of Directors if such nominee receives the highest number of votes cast "FOR" a particular position on the Board of Directors. The election of directors involves a matter on which a broker (or other nominee) does not have “discretionary” authority to vote. If you do not instruct your broker how to vote with respect to this item, your broker may not vote your shares with respect to this proposal. In such case, a broker non-vote will occur. “Withhold” votes and broker non-votes are not considered votes cast and will have no effect on the outcome of the election of directors.