DEF 14A of California Resources Corp, Mar 19, 2025

DEF 14A of California Resources Corp

Filed Mar 19, 2025 · FY20240000950170-25-042053

Open on EDGAR

  1. TO BE HELD ON MAY 2, 2025

    | Compensation Committee Report | 43 | | Executive Compensation Tables | 44 | | Summary Compensation Table | 44 | | Grants of Plan-Based Awards | 45 | | Narrative Disclosure to Summary Compensation Table and Grants of Plan-Based Awards Table | 46 | | Outstanding Equity Awards at December 31, 2024 | 47 | | Stock Vested in 2024 | 48 | | 2024 Nonqualified Deferred Compensation Table | 48 | | Potential Payments upon Termination or Change in Control | 49 | | CEO Pay Ratio | 52 | | Pay Versus Performance Disclosures | 54 | | Director Compensation | 58 | | Program Objectives | 58 | | Program Elements | 58 | | 2024 Compensation of Directors | 59 |

  2. Director and Director Nominee Skills and Qualifications

    Director and Director Nominee Skills and Qualifications

  3. Director and Director Nominee Skills and Qualifications

    | | Andrew B. Bremner Director since: 2021 Age: 34 | • Partner of JB Energy Partners, LP • VP, Oil & Gas of Jaco Oil Company • Formerly Portfolio Management & Strategic Planning for California Resources Corporation |

  4. Director and Director Nominee Skills and Qualifications

    • Member of the Compensation Committee • Member of the Finance Committee • Member of the Sustainability Committee • Member of the Board of Directors of Carbon Terravault Holdings, LLC Mr. Bremner, 34, 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.

  5. Director and Director Nominee Skills and Qualifications

    | | Tiffany (TJ) Thom Cepak Independent Board Chair Director since: 2020 Age: 52 | • Director of Patterson-UTI and Baytex Energy Corp. • Former CFO of Energy XXI Gulf Coast Inc., KLR Energy and EPL Oil & Gas, Inc. • Former Director of EnLink Midstream, LLC and Yates Petroleum Corporation |

  6. Director and Director Nominee Skills and Qualifications

    • Chair of the Board Ms. Cepak, 52, 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 was a member of the Board of Directors of EnLink Midstream, LLC, from December 2021 until its acquisition by ONEOK, Inc. in January 2025. 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.

  7. Director and Director Nominee Skills and Qualifications

    | | James N. Chapman Director since: 2020 Age: 62 | • Advisory Director of SkyWorks Capital, LLC • Former Chairman and Lead Independent Director of Arch Resources, Inc. • Former Director of Denbury, Inc. • Over 39 years of investment banking experience |

  8. Director and Director Nominee Skills and Qualifications

    • Chair of the Compensation Committee • Chair of the Finance Committee Mr. Chapman, 62, 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 39 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 served on the Board of Directors of Arch Resources, Inc. from 2016 until May 2024, including as its Chairman from 2016 through April 2020 and Lead Independent Director from April 2020 until May 2024. 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.

  9. Director and Director Nominee Skills and Qualifications

    | | James R. Jackson Director since: 2024 Age: 48 | • Managing Director Sustainable Energies Group of CPP Investments • Director of Encino Acquisition Partners, LLC • Director of VoltaGrid LLC • Former Director of Aera Energy LLC |

  10. Director and Director Nominee Skills and Qualifications

    • Member of the Sustainability Committee Mr. Jackson, 48, has served as a member of California Resources Corporation’s Board of Directors since July 2024. Mr. Jackson is a Managing Director of the Sustainable Energies Group of CPPIB located in Toronto. Mr. Jackson originates, executes, and manages investments in the upstream and energy transition sectors. Mr. Jackson joined CPPIB in 2017 and prior to that was employed in the energy sector for 18 years in various technical and executive capacities at several small to large cap, public and private E&P companies. Mr. Jackson is on the boards of Encino Acquisition Partners, LLC and VoltaGrid, LLC along with holding a seat on the Limited Partner Advisory Committee of the Quantum Capital Partners fund investments. Mr. Jackson previously served on the board of directors of Aera Energy LLC (“Aera”) until its merger with CRC in July 2024. Mr. Jackson holds a Bachelor of Science degree in Chemical and Petroleum Engineering (Distinction) from the University of Calgary, is a licensed professional engineer and is a CFA Charterholder.

  11. Director and Director Nominee Skills and Qualifications

    | | Christian S. Kendall Director since: 2024 Age: 58 | • Former President & CEO and Director of Denbury Inc. • Former Senior VP Global Operations Services of Noble Energy |

  12. Director and Director Nominee Skills and Qualifications

    • Chair of the Nominating and Governance Committee • Member of the Audit Committee Mr. Kendall, 58, has served as a member of California Resources Corporation’s Board of Directors since May 2024. Mr. Kendall 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. Mr. Kendall also serves on the board of the Lone Star Chapter of the Lupus Foundation of America.

  13. Director and Director Nominee Skills and Qualifications

    | | Francisco J. Leon President and CEO Director since: 2023 Age: 48 | • President & CEO of California Resources Corporation • 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 |

  14. Director and Director Nominee Skills and Qualifications

    Mr. Leon, 48, 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, Mr. Leon serves on the Board of the American Red Cross - LA Chapter and on the Advisory Board of the McCombs School of Business.

  15. Director and Director Nominee Skills and Qualifications

    | | Mark A. (Mac) McFarland Director since: 2020 Age: 55 | • Former President and CEO of CRC • President, CEO and Director of Talen Energy Corporation • Former Executive Chairman 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 |

  16. Director and Director Nominee Skills and Qualifications

    • Chair of the Board of Directors of Carbon Terravault Holdings, LLC Mr. McFarland, 55, 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.

  17. Director and Director Nominee Skills and Qualifications

    | | William B. Roby Director since: 2020 Age: 65 | • CEO of Shepherd Energy, LLC • Director of Vermilion Energy Inc. • Extensive experience in the oil and gas industry |

  18. Director and Director Nominee Skills and Qualifications

    • Chair of the Sustainability Committee • Member of the Audit Committee • Member of the Compensation Committee • Member of the Nominating and Governance Committee Mr. Roby, 65, 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.

  19. Director and Director Nominee Skills and Qualifications

    | | Bobby Saadati Director since: 2024 Age: 45 | • CEO of IKAV USA • Former Chairman of Aera Energy LLC • Former VP Business Development at Devon Energy |

  20. Director and Director Nominee Skills and Qualifications

    • Member of the Finance Committee Mr. Saadati, 45, has served as a member of California Resources Corporation’s Board of Directors since July 2024. Mr. Saadati has served as the CEO of IKAV USA, an international asset management group, since 2020. He was the Chairman of the Board of Aera from 2023 until its acquisition by California Resources Corporation in July 2024. He served as a VP of Business Development at Devon Energy Corporation from 2017 to 2020, where he was responsible for leading all acquisitions, divestitures, joint ventures and other business development activities. Previous to Devon Energy, Mr. Saadati worked at Jefferies Energy Investment Bank. Mr. Saadati started out his career with BP serving in a variety of downstream, upstream, M&A and corporate roles. He has a Bachelor of Arts degree in Political Science, with a minor in Economics, from the University of California San Diego, a J.D. from Trinity Law School and an M.B.A. from the University of Chicago Booth School of Business.

  21. 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 |

  22. 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. Ms. Veltmann is a certified public accountant and holds the FSA Credential from the Sustainability Accounting Standards Board (SASB) and the Director Certified credential from the National Association of Corporate Directors (NACD). 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

  23. 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 varied 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.

  24. 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.

  25. 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.

  26. Use of Compensation Data

    Use of Compensation Data During 2024, 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 maintained our Compensation Peer Group at 18 companies in 2024 with the same companies as our 2023 Peer Group.

  27. Use of Compensation Data

    | 2024 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. |

  28. Annual Incentive Program (“AIP”)

    Annual Incentive Program (“AIP”)

  29. AnnuaI Incentive Targets

    | Name | 2024 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% |

  30. 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.

  31. AIP Scorecard Metrics

    AIP Scorecard Metrics In February 2024, the Compensation Committee established the scorecard for the 2024 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 Sustainability-related metrics was highlighted by weighting that portion of the AIP scorecard opportunity at 30%. Following the Aera Merger on July 1, 2024, the Compensation Committee determined that the scorecard established in February 2024 would apply to the period before the merger and a new scorecard would be established for the combined company for the period following the merger. The new scorecard utilized the same metrics with the addition of a synergies metric to incentivize the targeted cost reductions announced following the Aera merger. Final results for the year were to be based on the average of the overall scorecard performance result for each of the two scorecards. Based on the two AIP scorecard results below, the overall AIP scorecard results for 2024 was approved by the Compensation Committee at 131.52% (calculated as the average of 139.33% and 123.71%).

  32. Scorecard for July 1, 2024 through December 31, 2024

    Scorecard for July 1, 2024 through December 31, 2024 2023 Annual Incentive Program Scorecard Apped 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% Descriptions of the performance measures are as follows, with all non-GAAP measures further described in Annex A, Reconciliation of Non-GAAP Measures:ntive Progra

  33. 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 100% to 160% for the individual portions of the AIP were appropriate for the NEOs’ contributions to the Company’s overall performance in 2024. Highlights of the 2024 performance achieved and considered for Mr. Leon included: • Closed the Aera transaction o Outperformed the initial synergy target of $150 million per year and increased the target to $235 million per year o Refinanced debt with a successful high yield offering which was 4 times oversubscribed o Successfully integrated the two company teams with no negative impact on operations • First CTV final permit – Secured the first-ever California permit; first for an oil and gas reservoir. • Improved Sacramento relations – Strengthened engagement with state leadership. • Shareholder returns – Delivered $300 million of returns to shareholders (~90% of FCF). 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 – • Leadership during the Aera merger • Actions taken to further strengthen CRC's balance sheet For Mr. Bys – • Successfully integrated the legacy Aera and CRC physical commodity positions • Integrated the legacy Aera hedge book with the CRC position while mitigating residual gas price risk within the consolidated hedge book • Cleared the 2025 Elk Hills RA generating capacity position at a record amount, significantly over mid-market value per the CRC risk group as of 12/31/2024 Led efforts to introduce diluent injection at multiple fields increasing API-related pricing, volume yield and decreasing operating costs. Expanded the diluent purchase agreement in quantity and extended for an additional two years This and other opportunistic actions (e.g. converting pricing with VLO from postings to Brent pre-posting cessation), ‘Line 63’ blending, sales to Glencore for marine fuels, etc. Lead effort to connect 10G and 18G fields rendering material API-related realization uplift and sales point flexibility. First full year - millions in gravity uplift • Following the announced discontinuance of the Chevron and Green Gate postings, successfully migrated all legacy CRC sales contracts – as well as Aera’s largest legacy sales contract – to Brent-related pricing • Coordinated and operationalized a plan to move permeate gas from Elk Hills to Belridge when power plant operations would not allow for consumption of produced volumes • Various Aera-related gas supply optimization actions o Put Aera Kern River Pipeline capacity out under Asset Management Agreements o Backed off flows under higher-priced legacy Aera supply agreements o Diverted CRC Orchard gas from a suboptimal sales circumstance to Aera and reduced flaring and CRC GHG costs • Supported CTV commodity-related initiatives and asks (gas, power, utility interface, pipeline connections, regulatory diligence, other) For Mr. Gould – • Received approval for Kern County CCS CUP/EIR for CTV I • Received 26R EPA Class VI CCS permit - First ever in California (and Region 9) and first to use a depleted oil and gas reservoir in the US • Signed 10 commercial MOU/CMDAs at 7.5 MMTPA • Submitted an additional 102 MMT of CO2 storage Class VI permits for a total of 323 MMT and 14.4 MMTPA • Signed 54,000 acres of new pore space and 20,000 acres of mineral easements across the state, spanning 107 contracts • Ongoing successful engagement in Kern and San Joaquin counties, with expanded relationships now including Merced, Stanislaus, Sacramento, Lassen, and Imperial Valley. • Selected and awarded for $55MM in CarbonSAFE grants • Signed LA Rams carbon credit and certification deal For Mr. Preston – • Successful negotiation and closing of Aera merger • Successful integration of Aera legal matters • Effective legal support for CTV project development and permitting Successful debt refinancing and RBL amendment Successful advocacy efforts on balance during 2024 legislative session • Effective community engagement supporting CTV I project • Improved engagement with administration regarding CCS and E&P business • Effective engagement with legislators to communicate CRC’s alignment with state energy objectives • Constructive engagement with CalGem regarding E&P permitting for sidetracks and workovers, injection gradient issues at Wilmington Field • Advanced Huntington Beach redevelopment planning and completed sale of Fort Apache

  34. 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

  35. Long-Term Incentive Grants

    Long-Term Incentive Grants Our 2024 Compensation Program included the continuation of long-term incentive grants. In February 2024, the Compensation Committee approved the structure and amounts for the 2024 long-term incentive awards, which were comprised of Restricted Stock Unit awards (“RSUs”) and Performance Stock Unit awards (“PSUs”) .

  36. 2024 Grants

    2024 Grants 21 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 the 2024 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. The awards are designed to vest over a three-year period. 2023 LONG-TERM INCENTIVE MIX (percent of Grant Target Value) CEO AND OTHER NEOS Restricted Stock Units (RSU) 40% Performance Stock Units (PSU) 60%

  37. 2024 Long-Term Incentive Grants

    2024 Long-Term Incentive Grants

  38. 2024 Long-Term Incentive Grants

    | | Type of | Grant | Units | | Name | Award Granted | Target Value | Granted | | Francisco J. Leon | 2024 RSU Award | $2,040,000 | 38,702 | | | 2024 PSU Award | $3,060,000 | 58,054 | | Manuela ("Nelly") Molina | 2024 RSU Award | $915,200 | 17,363 | | | 2024 PSU Award | $1,372,800 | 26,044 | | Jay A. Bys | 2024 RSU Award | $896,000 | 17,059 | | | 2024 PSU Award | $1,344,000 | 25,589 | | Chris D. Gould | 2024 RSU Award | $984,000 | 18,668 | | | 2024 PSU Award | $1,476,000 | 28,002 | | Michael L. Preston | 2024 RSU Award | $1,000,000 | 18,972 | | | 2024 PSU Award | $1,500,000 | 28,458 |

  39. 2024 Restricted Stock Unit Awards

    2024 Restricted Stock Unit Awards The 2024 Restricted Stock Unit awards (“2024 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 2024 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.

  40. 2024 Performance Stock Unit Awards

    2024 Performance Stock Unit Awards The 2024 Performance Stock Unit awards (“2024 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 2024 PSU Awards generally vest on the third anniversary of the grant date. 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 period runs from January 1, 2024 through December 31, 2026. Delivery of earned shares occurs after the 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, 2024” for a description of the outstanding equity-based awards that were held by our NEOs at the end of 2024, and the table below titled “Stock Vested in 2024” for a description of the NEO equity-based awards that vested during the 2024 year.

  41. Cash Retention Bonus Agreements

    Cash Retention Bonus Agreements In February 2023, at the time we announced that 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, 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 provided for a total cash bonus opportunity of one times the NEO's annual base salary at the time of grant. The bonus vested in three installments - the first installment equal to 20% of the total bonus opportunity vested six months after the grant date, in August 2023, the second installment equal to 20% vested 12 months after the grant date, in February 2024, and the third installment equal to 60% vested 18 months after the grant date, in August 2024. Vested portions of the retention bonus became immediately payable following the vesting date. During the retention period, if the NEO was terminated by the Company without cause or due to the NEO's death or disability, any remaining unvested bonus award would have immediately become vested and paid to the NEO.

  42. Employment Agreements

    Employment Agreements In 2021, the Company entered into employment agreements with Messrs. Bys and Preston, as summarized below. In 2023, the Company entered into new employment agreements with, Mr. Leon, Ms. Molina, and Mr. Gould to update prior employments agreements or when they became and executive officer, as applicable. 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.

  43. 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.”

  44. Benefits

    Benefits In addition to the components of the executive compensation program described above, we provided the following programs to our NEOs during the 2024 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 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.

  45. Annual Incentive Program

    Annual Incentive Program In February 2025, the Compensation Committee approved the scorecard metrics for the 2025 Annual Incentive Program. In addition to metrics related to financial performance and cost management, 25% of the 2025 scorecard weighting relates to ESG-related carbon management, environmental stewardship, and worker safety goals.

  46. Long-Term Incentive Grants

    Long-Term Incentive Grants The Compensation Committee continued granting long-term incentive awards to the NEOs in February 2025, 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

  47. Practices Related to the Grant of Certain Equity Awards in Relation to the Release of Material Nonpublic Information

    Practices Related to the Grant of Certain Equity Awards in Relation to the Release of Material Nonpublic Information We do no currently grant stock options or option-like equity awards to our employees or directors, therefore we do not currently have a formal practice or policy with respect to the grant of stock options or option-like awards.

  48. Summary Compensation Table (“SCT”)

    Summary Compensation Table (“SCT”)

  49. 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 | 2024 | $830,769 | $326,400 | $5,564,246 | $0 | $1,073,203 | $9,629 | $181,684 | $7,985,931 | | President and | 2023 | $708,654 | $279,000 | $7,673,589 | $0 | $1,221,984 | $10,234 | $292,207 | $10,185,668 | | Chief Executive Officer | 2022 | $500,000 | $175,000 | $0 | $0 | $483,200 | $10,245 | $244,557 | $1,413,002 | | Manuela ("Nelly") Molina (7) | 2024 | $567,769 | $114,400 | $2,496,249 | $0 | $601,836 | $207 | $1,951,092 | $5,731,553 | | Executive Vice President and | 2023 | $349,039 | $239,650 | $2,298,501 | $0 | $486,893 | $0 | $59,474 | $3,433,557 | | Chief Financial Officer | | | | | | | | | | | Jay A. Bys | 2024 | $557,769 | $600,600 | $2,452,602 | $0 | $591,314 | $2,043 | $113,981 | $4,318,309 | | Executive Vice President and | 2023 | $532,308 | $270,000 | $3,683,335 | $0 | $733,190 | $1,517 | $213,928 | $5,434,278 | | Chief Commercial Officer | 2022 | $500,000 | $140,000 | $0 | $0 | $483,200 | $431 | $218,688 | $1,342,319 | | Chris D. Gould (8) | 2024 | $612,115 | $618,900 | $2,683,898 | $0 | $647,078 | $1,610 | $136,102 | $4,699,703 | | Executive Vice President and | 2023 | $553,381 | $307,289 | $3,703,777 | $0 | $770,776 | $954 | $157,113 | $5,493,290 | | Chief Sustainability Officer | | | | | | | | | | | Michael L. Preston | 2024 | $622,115 | $648,000 | $2,727,604 | $0 | $657,600 | $23,567 | $138,016 | $4,816,902 | | Executive Vice President, | 2023 | $569,038 | $298,128 | $3,819,735 | $0 | $789,742 | $27,431 | $253,195 | $5,757,269 | | Chief Strategy Officer | 2022 | $500,000 | $150,000 | $0 | $0 | $483,200 | $30,044 | $244,557 | $1,407,801 | | and General Counsel | | | | | | | | | |

  50. Summary Compensation Table (“SCT”)

    (1) Amount shown for 2023 reflects a partial year for Ms. Molina. Ms. Molina was hired in May 2023. (2) The amounts shown for 2024 for Messrs. Bys, Gould and Preston include the final 80% of the Retention Bonus Awards granted in February 2023 which were paid in February and August 2024. There are no amounts remaining payable under the Retention Bonus Awards. The amount shown for 2023 for Ms. Molina includes a $150,000 sign-on bonus which was subject to repayment if Ms. Molina voluntarily terminated employment without good reason before the second anniversary of her employment date. The amounts shown for all years include the individual performance portion of the AIP bonus payouts. (3) See the Grants of Plan-Based Awards Table below for detail regarding the 2024 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 10 in our Annual Report for the year ended December 31, 2024 and Note 9 for the year ended December 31, 2023. Awards reported in the Stock Awards column reflect the value of both time-vested RSUs and performance-earned PSUs. 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. Performance-based awards are reflected at probable grant date values in the table below, although the maximum grant date values are as follows: Leon - $8,486,684, Molina - $3,807,304, Bys - $3,740,752, Gould - $4,093,519, Preston - $4,160,180. There were no stock awards granted to the NEOs in 2022 and no option awards granted in any year. (4) The amounts shown are the scorecard portion of the payouts under the AIP, which are based on Company performance. 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. The following table shows “All Other Compensation” amounts for 2024.

  51. Grants of Plan-Based Awards

    Grants of Plan-Based Awards The table below summarizes the plan-based awards granted in 2024 to our NEOs, which included AIP awards (Annual Incentive), Restricted Stock Unit awards (RSU) and Performance Stock Unit awards (PSU).

  52. 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 | | $5,100 | $816,000 | $1,632,000 | | | | | | | RSU(3) | 2/22/2024 | | | | | | | 38,702 | $2,121,644 | | PSU(4) | 2/22/2024 | | | | 6 | 58,054 | 116,108 | | $3,442,602 | | Manuela ("Nelly") Molina | | | | | | | | | | | Annual Incentive | | $2,860 | $457,600 | $915,200 | | | | | | | RSU(3) | 2/22/2024 | | | | | | | 17,363 | $951,840 | | PSU(4) | 2/22/2024 | | | | 3 | 26,044 | 52,088 | | $1,544,409 | | Jay A. Bys | | | | | | | | | | | Annual Incentive | | $2,810 | $449,600 | $899,200 | | | | | | | RSU(3) | 2/22/2024 | | | | | | | 17,059 | $935,174 | | PSU(4) | 2/22/2024 | | | | 3 | 25,589 | 51,178 | | $1,517,428 | | Chris D. Gould | | | | | | | | | | | Annual Incentive | | $3,075 | $492,000 | $984,000 | | | | | | | RSU(3) | 2/22/2024 | | | | | | | 18,668 | $1,023,380 | | PSU(4) | 2/22/2024 | | | | 3 | 28,002 | 56,004 | | $1,660,519 | | Michael L. Preston | | | | | | | | | | | Annual Incentive | | $3,125 | $500,000 | $1,000,000 | | | | | | | RSU(3) | 2/22/2024 | | | | | | | 18,972 | $1,040,045 | | PSU(4) | 2/22/2024 | | | | 3 | 28,458 | 56,916 | | $1,687,559 |

  53. Grants of Plan-Based Awards

    The “Threshold” amounts are shown at 0.625% 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%. 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 10 Stock-Based Compensation to CRC’s Consolidated Financial Statements in the Form 10-K for the year ended December 31, 2024. The units vest one-third each on February 22, 2025, February 22, 2026 and February 22, 2027. (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 10 Stock-Based Compensation to CRC’s Consolidated Financial Statements in the Form 10-K for the year ended December 31, 2024. The maximum payouts under the awards were: Leon - $6,024,844, Molina - $2,702,846, Bys - $2,655,626, Gould - $2,906,048, Preston - $2,953,371. 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, 2024 through December 31, 2026. 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, 2027. Vested shares are delivered immediately following certification of the performance result by the Compensation Committee following the vesting date.

  54. 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

  55. Outstanding Equity Awards at December 31, 2024

    Outstanding Equity Awards at December 31, 2024 The following table summarizes the outstanding equity awards for our NEOs as of December 31, 2024.

  56. Outstanding Equity Awards at December 31, 2024

    | | | 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) | 2/23/2023 | 29,614 | $1,536,670 | | | | RSU(3) | 2/23/2023 | 14,807 | $768,335 | | | | RSU(4) | 2/22/2024 | 38,702 | $2,008,247 | | | | PSU(5) | 2/23/2023 | | | 133,268 | $6,915,277 | | PSU(6) | 2/23/2023 | 69,298 | $3,595,873 | | | | PSU(7) | 2/22/2024 | | | 58,054 | $3,012,422 | | Manuela ("Nelly") Molina | | | | | | | PSU(8) | 5/8/2023 | | | 36,680 | $1,903,325 | | PSU(9) | 2/22/2024 | | | 7,455 | $386,840 | | Jay A. Bys | | | | | | | RSU(2) | 2/23/2023 | 14,215 | $737,616 | | | | RSU(3) | 2/23/2023 | 7,107 | $368,782 | | | | RSU(4) | 2/22/2024 | 17,059 | $885,192 | | | | PSU(5) | 2/23/2023 | | | 63,968 | $3,319,300 | | PSU(6) | 2/23/2023 | 33,264 | $1,726,069 | | | | PSU(7) | 2/22/2024 | | | 25,589 | $1,327,813 | | Chris D. Gould | | | | | | | RSU(2) | 2/23/2023 | 14,294 | $741,716 | | | | RSU(3) | 2/23/2023 | 7,147 | $370,858 | | | | RSU(4) | 2/22/2024 | 18,668 | $968,683 | | | | PSU(5) | 2/23/2023 | | | 64,324 | $3,337,772 | | PSU(6) | 2/23/2023 | 33,448 | $1,735,617 | | | | PSU(7) | 2/22/2024 | | | 28,002 | $1,453,024 | | Michael L. Preston | | | | | | | RSU(2) | 2/23/2023 | 14,741 | $764,910 | | | | RSU(3) | 2/23/2023 | 7,371 | $382,481 | | | | RSU(4) | 2/22/2024 | 18,972 | $984,457 | | | | PSU(5) | 2/23/2023 | | | 66,338 | $3,442,279 | | PSU(6) | 2/23/2023 | 34,495 | $1,789,946 | | | | PSU(7) | 2/22/2024 | | | 28,458 | $1,476,686 |

  57. Outstanding Equity Awards at December 31, 2024

    (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, 2024, of our common stock as reported in the NYSE Composite Transactions, which was $51.89 per share. (2) One-half of these units vest on each of February 23, 2025, and February 23, 2026, and settlement of vested units will occur immediately thereafter. (3) The remainder of these units vest on February 23, 2025, and settlement of vested units will occur immediately thereafter. (4) One-third of these units vest on each of February 22, 2025, February 22, 2026, and February 22, 2027, and settlement of vested units will occur immediately thereafter. (5) 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 maximum performance. (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 two-year period from January 1, 2023 to December 31, 2024. The units cliff vest on February 23, 2025. This award is not reported in the Equity Incentive Plan Awards column because the performance condition for earnings a payout of 156% of the target units has been met, although vesting and settlement will not occur until February 23, 2025. (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 three-year period from January 1, 2024 to December 31, 2026. The units cliff vest on February 22, 2027. 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 were vested upon Ms. Molina's termination for convenience of the company on December 31, 2024 under the terms of her employment agreement. The number of shares is shown at maximum performance. Shares earned under this award will be delivered to Ms. Molina following certification of the performance achieved by the Compensation Committee following the end of the performance period. 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, 2024 to December 31, 2026. The units were vested upon Ms. Molina's termination for convenience of the company on December 31, 2024 under the terms of her employment agreement. The number of shares is shown at target performance. Shares earned under this award will be delivered to Ms. Molina following certification of the performance achieved by the Compensation Committee following the end of the performance period.

  58. Stock Vested in 2024

    Stock Vested in 2024 The third tranche of the RSUs granted in 2021 vested during 2024, and vested shares from all three tranches of the 2021 RSUs were delivered in 2024 under the terms of the awards. In addition, the performance period for the PSUs granted in 2021 ended in January 2024 and the awards vested at 100% of the target award amounts, since the maximum 60-day VWAP during the performance period exceeded the threshold for maximum payout. The first tranches of the three- and two-year RSUs granted in 2023 also vested and were delivered during 2024. 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.

  59. Stock Vested in 2024

    | | Stock Awards | | | Name | Number of Shares Acquired on Vesting (#)(1) | Value Realized on Vesting ($)(2) | | Francisco J. Leon | 140,447 | $7,310,978 | | Manuela ("Nelly") Molina | 17,197 | $879,029 | | Jay A. Bys | 97,819 | $5,076,011 | | Chris D. Gould | 14,294 | $772,162 | | Michael L. Preston | 125,573 | $6,507,484 |

  60. Stock Vested in 2024

    (1) The third tranche of the RSUs and 100% of the PSUs granted on January 25, 2021, to Messrs. Leon and Preston and on May 12, 2021, to Mr. Bys vested on January 25, 2024. In addition, the first tranche of the RSUs granted to Messrs. Leon, Bys, Gould, and Preston on February 23, 2023, vested on February 23, 2024, and the first tranche of RSUs granted to Ms. Molina on May 8, 2023, vested on May 8, 2024. A prorated portion of the RSUs granted to Ms. Molina on May 8, 2023 and February 23, 2024 also vested upon her termination for convenience of the Company on December 31, 2024, in accordance with the terms of her employment agreement, while the remainder of her unvested RSUs were forfeited at that time. (2) These amounts were calculated as the number of vesting RSUs and PSUs times the closing stock price of our common stock as reported in the NYSE Composite Transactions on the respective vesting dates. Includes the cash value of RSUs and PSUs canceled to pay certain tax liabilities on RSUs and PSUs which vested during 2024. The number of RSUs canceled were: Mr. Leon - 102,726; Ms. Molina - 3,980; Mr. Bys – 59,604; Mr. Gould – 6,579; and Mr. Preston - 94,740.

  61. 2024 Nonqualified Deferred Compensation Table

    2024 Nonqualified Deferred Compensation Table The following table sets forth for 2024 the contributions, earnings, withdrawals and balances under the SSP, SRP II and the DCP in which the NEOs participated. Messrs. Leon, Bys, Gould, 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 was not fully vested in her SSP balance at the time she left the company, so she forfeited the unvested portion of her SSP balance. For additional information relating to these plans, see “Nonqualified Defined Contribution Plans” and “Nonqualified Deferred Compensation Plan” above.

  62. 2024 Nonqualified Deferred Compensation Table

    | | | | | | Aggregate | | | | | Executive | Company | Aggregate | Withdrawals/ | Aggregate | | | | Contributions | Contributions | Earnings | Distributions | Balance | | | | 2024 | in 2024 | in 2024 | in 2024 | at 12/31/2024 | | Name | Plan | ($)(1) | ($)(2) | ($)(3) | ($) | ($)(4) | | Francisco J. Leon | SSP | $0 | $156,384 | $53,416 | $0 | $1,080,796 | | | SRP II | $0 | $0 | $11,216 | $0 | $189,386 | | | RSU | | | $0 | $2,946,657 | $- | | Manuela ("Nelly") Molina | SSP | $0 | $59,453 | $1,399 | $0 | $87,326 | | Jay A. Bys | SSP | $0 | $79,481 | $13,776 | $0 | $325,588 | | | RSU | | | $0 | $2,082,180 | $- | | Chris D. Gould | SSP | $0 | $96,847 | $10,864 | $0 | $295,079 | | Michael L. Preston | SSP | $0 | $114,866 | $82,204 | $0 | $1,519,423 | | | SRP II | $0 | $0 | $75,082 | $0 | $1,267,751 | | | RSU | | | $0 | $2,946,600 | $- |

  63. 2024 Nonqualified Deferred Compensation Table

    No employee contributions are permitted in the SSP or SRP II. None of the NEOs elected to defer compensation under the DCP for 2024. Amounts represent Company contributions to the SSP and are reported under “All Other Compensation” in the Summary Compensation Table for 2024. (3) The amounts reported in this column include aggregate interest as provided in the SSP, SRP II, and DCP plans that accrued during 2024. 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 2024 because they were above-market earnings as follows: Mr. Leon - $9,629; Mr. Bys – $2,043; Mr. Gould - $1,610; Ms. Molina - $207; Mr. Preston - $23,567. (4) The amounts reported in this column reflect the total balance of the NEO’s accounts in the plans as of December 31, 2024. The total amount previously reported in the Summary Compensation Table for each of the NEOs was as follows: Mr. Leon – $665,989; Ms. Molina - $86,134; Mr. Bys – $306,497; Mr. Gould – $191,688; Mr. Preston – $889,805. (5) Under the terms of RSU awards granted in 2021, vested RSUs were not delivered to the NEOs until 2024 and were considered deferred compensation arrangements since the shares were not delivered upon vesting. All previously-vested RSUs with deferred distribution dates were delivered to the NEOs in 2024.

  64. 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.

  65. 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 2024, our last completed fiscal year: • The median of the annual total compensation of all employees of our company (other than our CEO) was $167,952. The annual total compensation of our CEO, as reported in the Summary Compensation Table above, was $7,985,931. Based on this information, for 2024 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 48 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, 2024 (which is the date we chose to identify our median employee), our employee population consisted of approximately 1,550 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 March 3, 2025 (our “Annual Report”)). This population consisted of our full-time, part-time, and temporary employees, as we do not have seasonal workers. For determination of our median employee, we excluded approximately 580 employees that were acquired with the Aera merger transaction during 2024. • We used the total compensation reflected in our payroll records as reported to the Internal Revenue Service on Form W-2 for 2024 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 2024. 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 2024. • 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 2024 year in accordance with the requirements of Item 402(c)(2)(x) of Regulation S-K, resulting in annual total compensation of $167,952. • With respect to the annual total compensation of our CEO, we used the aggregate amounts reported in the “Total” column of our 2024 Summary Compensation Table for Mr. Leon, who served as our CEO throughout 2024, included above and incorporated by reference under Item 11 of Part III of our Annual Report. 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.

  66. 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 individuals serving as 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, 2024, 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, 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.

  67. 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) | | 2024 | $7,985,931 | $6,639,906 | $4,891,617 | $3,534,993 | $372.19 | $569.81 | $376 | $595 | | 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 | | | | | | |

  68. Pay Versus Performance Disclosures

    (1) The PEO and the non-PEO NEOs for each year are as follows: • 2024: PEO – Francisco J. Leon; Non-PEOs – Manuela (“Nelly”) Molina, Jay A. Bys, Chris D. Gould, Michael L. Preston • 2023: PEOs – Mark A. McFarland and Francisco J. Leon; 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 and Todd A. Stevens; 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:

  69. Pay Versus Performance Disclosures

    | | 2024 | | PEO Summary Compensation Table Totals | $7,985,931 | | Add (Subtract): | | | Fair value of equity awards granted during the year from the Summary Compensation Table | (5,564,246) | | Fair value at year end of equity awards granted during the year | 5,020,669 | | Change in fair value of equity awards granted in prior years that were unvested as of the end of the year | (433,781) | | Change in fair value of equity awards granted in prior years that vested during the year | (368,667) | | Equity awards granted in prior years that were forfeited during the year | — | | Total Equity Award Related Adjustments | (1,346,025) | | Compensation Actually Paid Totals | $6,639,906 |

  70. Pay Versus Performance Disclosures

    | | 2024 | | Non-PEO NEOs Summary Compensation Table Totals | $4,891,617 | | Add (Subtract): | | | Fair value of equity awards granted during the year from the Summary Compensation Table | (2,590,088) | | Fair value at year end of equity awards granted during the year | 1,935,173 | | Change in fair value of equity awards granted in prior years that were unvested as of the end of the year | (188,571) | | Change in fair value of equity awards granted in prior years that vested during the year | (172,113) | | Equity awards granted in prior years that were forfeited during the year | (341,025) | | Total Equity Award Related Adjustments | (1,356,624) | | Compensation Actually Paid Totals | $3,534,993 |

  71. 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 2024 year, that peer group consisted of Antero Resources Corporation; APA Corporation; Berry Corporation; BKV Corporation; Chord Energy Corporation; Civitas Resources, Inc., Comstock Resources Inc.; Crescent Energy Company; Kosmos Energy Ltd.; Magnolia Oil & Gas Corp; Matador Resources Company; Murphy Oil Corporation; Permian Resources Corporation; Range Resources Corporation; Sable Offshore Corporation; SM 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. The negative amount shown for Compensation Actually Paid is due primarily to the forfeiture of RSUs upon Mr. McFarland’s termination. (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.

  72. 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 period shown in the table above is described as follows.

  73. Disclosure of Most Important Performance Measures for Fiscal Year 2024

    | | Fees Earned | | Other | | | | or Paid in | Stock Awards | Compensation | | | Name | Cash | (1) | (2) | Total | | Andrew B. Bremner | $184,000 | $191,474 | $— | $375,474 | | Tiffany (TJ) Thom Cepak | $216,000 | $311,165 | $66,751 | $593,916 | | James N. Chapman | $194,000 | $191,474 | $45,632 | $431,106 | | James R. Jackson (3) | $69,167 | $176,797 | $— | $245,964 | | Christian S. Kendall (4) | $115,848 | $191,474 | $— | $307,322 | | Mark A. (Mac) McFarland | $156,000 | $191,474 | $85,560 | $433,034 | | Nicole Neeman Brady (5) | $76,000 | $191,474 | $— | $267,474 | | Julio M. Quintana (6) | $55,527 | $191,474 | $32,956 | $279,957 | | William B. Roby | $186,208 | $191,474 | $45,632 | $423,314 | | Bobby Saadati (7) | $69,167 | $176,797 | $— | $245,964 | | Alejandra (Ale) Veltmann | $167,000 | $191,474 | $— | $358,474 |

  74. Disclosure of Most Important Performance Measures for Fiscal Year 2024

    (1) The Stock Awards amounts represent the grant date fair value attributable to restricted stock unit awards granted in 2024, determined in accordance with GAAP and FASB ASC Topic 718, as more fully described in Note 10 in our Annual Report for the year ended December 31, 2024. The award values shown are based on the closing price of CRC common stock on the date of the grant multiplied by the number of restricted stock units granted. The number of restricted stock units granted was calculated based on the grant value of the award divided by the 10-day volume-weighted average price of CRC common stock from the day preceding the date of the grant. The vested shares will not be delivered to the director until six months after the end of Board service. The following table provides the grant date fair values of the RSU grants made during 2024:

  75. Disclosure of Most Important Performance Measures for Fiscal Year 2024

    | | Grant | RSUs | Stock Price | Grant Date | | Name | Date | Granted | on Grant Date | Fair Value | | Andrew B. Bremner | 5/3/2024 | 3,705 | $51.68 | $191,474 | | Tiffany (TJ) Thom Cepak | 5/3/2024 | 6,021 | $51.68 | $311,165 | | James N. Chapman | 5/3/2024 | 3,705 | $51.68 | $191,474 | | James R. Jackson | 7/1/2024 | 3,365 | $52.54 | $176,797 | | Christian Kendall | 5/3/2024 | 3,705 | $51.68 | $191,474 | | Mark A. (Mac) McFarland | 5/3/2024 | 3,705 | $51.68 | $191,474 | | Nicole Neeman Brady | 5/3/2024 | 3,705 | $51.68 | $191,474 | | William B. Roby | 5/3/2024 | 3,705 | $51.68 | $191,474 | | Bobby Saadati | 7/1/2024 | 3,365 | $52.54 | $176,797 | | Alejandra (Ale) Veltmann | 5/3/2024 | 3,705 | $51.68 | $191,474 |

  76. Disclosure of Most Important Performance Measures for Fiscal Year 2024

    The number of outstanding unvested RSUs as of December 31, 2024, for each of the directors were: Messrs. Bremner, Chapman, Kendall, McFarland, and Roby, and Ms. Veltmann – 3,705 each; Messrs. Jackson and Saadati – 3,365 each; Ms. Cepak – 6,021. (2) The amounts shown as Other Compensation represent dividend equivalents accrued on vested restricted stock units that were not factored into the grant date fair value reported in the “Stock Awards” column above since the Company was not paying dividends at the time of the grants prior to November 2021. Accrued dividend equivalents are paid to the directors in cash within 60 days of when the underlying RSUs vest. Dividend equivalents on vested RSUs are paid to the directors in cash within 60 days of the dividend payment date. (3) Mr. Jackson joined the Board on July 1, 2024. (4) Mr. Kendall joined the Board at the 2024 Annual Meeting of Stockholders. (5) Ms. Neeman Brady ended her Board service on July 1, 2024. In connection with the end of her service, the Board immediately vested the remaining 3,705 of her unvested RSUs, which were then paid to her three months after the end of her Board service (6) Mr. Quintana ended his Board service following the Company's 2024 Annual Meeting of Stockholders. Mr. Jackson joined the Board on July 1, 2024. Security Ownership of Directors, Management and Certain Beneficial Holders The following table sets forth certain information regarding beneficial ownership of common stock as of March 10, 2025 (unless otherwise indicated) of (1) each person known by us to own beneficially more than 5% of our outstanding common stock (based on Schedule 13G or Schedule 13D filings with the SEC), (2) our NEOs (as defined herein), (3) each of our directors and director nominees, and (4) all of our executive officers and directors as a group. Unless otherwise indicated, each of the persons below has sole voting and investment power with respect to the shares beneficially owned by such person.

  77. Disclosure of Most Important Performance Measures for Fiscal Year 2024

    | | Amount of | Percent of | | Name and Address of Beneficial Owner (1) | Beneficial Ownership | Class (2) | | BlackRock, Inc. (3) | 10,715,888 | 11.82% | | Canada Pension Plan Investment Board (4) | 10,506,895 | 11.59% | | The Vanguard Group (5) | 9,120,169 | 10.06% | | IKAV Energy Inc. (6) | 8,762,059 | 9.67% | | Solar Projects LLC (7) | 6,148,821 | 6.78% | | First Trust Advisors L.P. (8) | 6,109,219 | 6.74% | | Andrew B. Bremner | 745 | 0.00% | | Tiffany (TJ) Thom Cepak | 10,000 | 0.01% | | James N. Chapman | 2,000 | 0.00% | | James R. Jackson | — | 0.00% | | Christian S. Kendall | 20,895 | 0.02% | | Francisco L. Leon | 122,287 | 0.13% | | Mark A. (Mac) McFarland | 16,872 | 0.02% | | William B. Roby | 9,570 | 0.01% | | Bobby Saadati | — | 0.00% | | Alejandra (Ale) Veltmann | — | 0.00% | | Jay A. Bys | 104,825 | 0.12% | | Clio Crespy | — | 0.00% | | Chris D. Gould | 73,865 | 0.08% | | Michael L. Preston | 26,409 | 0.03% | | Executive officers and directors as a group (consisting of 16 persons) | 398,058 | 0.44% |

  78. Disclosure of Most Important Performance Measures for Fiscal Year 2024

    * Less than 1%. (1) Unless otherwise noted below, the address for each beneficial owner is c/o California Resources Corporation, 1 World Trade Center, Suite 1500, Long Beach, California 90831. (2) Except as otherwise noted below, based on total shares outstanding of 90,646,665 as of March 10, 2025. (3) Based on Amendment No. 5 to Schedule 13G filed with the SEC on November 12, 2024 by BlackRock, Inc. (“BlackRock”). BlackRock has sole voting power with respect to 10,545,719 shares of common stock, and sole dispositive power with respect to 10,715,888 shares of common stock. BlackRock’s address is 50 Hudson Yards, New York, NY 10001. (4) Based on Schedule 13D filed with the SEC on July 9, 2024 by Canada Pension Plan Investment Board (“CPPIB”) and certain other reporting persons. CPPIB has an aggregate beneficial ownership of 10,506,895 shares of common stock, or 11.8% of the class, and has shared voting and dispositive powers with respect to 10,506,895 shares of common stock. and CPP Investment Board Private Holdings (6), Inc. (“CPPIB-PH(6)”) is the wholly owned subsidiary of CPP Investment Board Private Holdings (5), Inc. (“CPPIB-PH(5)”), which is the wholly owned subsidiary of CPPIB. CPPIB-PH(5) has an aggregate beneficial ownership of 10,506,895 shares of common stock, or 11.8% of the class, and has shared voting and dispositive powers with respect to 10,506,895 shares of common stock. CPPIB-PH(6) has an aggregate beneficial ownership of 10,506,895 shares of common stock, or 11.8% of the class, and has shared voting and dispositive powers with respect to 10,506,895 shares of common stock. CPPIB's address is c/o CPPIB, One Queen Street East, Suite 2500, ON M5C wW5 Canada. Based on Amendment No. 6 to Schedule 13G filed with the SEC on November 12, 2024 by The Vanguard Group (“Vanguard”). Vanguard has shared voting power with respect to 51,522 shares of common stock, sole dispositive power with respect to 9,003,950 shares of common stock, and shared dispositive power with respect to 116,219 shares of common stock. Vanguard’s address is 100 Vanguard Blvd., Malvern, PA 19355. Based on Schedule 13D filed with the SEC on July 9, 2024 by IKAV Energy Inc. (“IKAV”) and certain other reporting persons. IKAV has an aggregate beneficial ownership of 114,504 shares of common stock, or 0.1% of the class, and has shared voting and dispositive powers with respect to 114,504 shares of common stock. SIMLOG Inc. has an aggregate beneficial ownership of 276,352 shares of common stock, or 0.3% of the class, and has shared voting and dispositive powers with respect to 276,352 shares of common stock. IKAV Impact S.à r.l. has an aggregate beneficial ownership of 8,371,203 shares of common stock, or 9.4% of the class, and has shared voting and dispositive powers with respect to 8,371,203 shares of common stock. IKAV Energy Inc. is wholly owned by IKAV Energy Holdings LLC, whose majority managing member is IKAV Inc. The shareholders of IKAV Inc. are IKAV Energy Spain, S.L. and Mr. von Wasserschleben. Mr. von Wasserschleben is the sole owner of IKAV Energy Spain, S.L. As such, each of the foregoing entities and Mr. von Wasserschleben may be deemed to share beneficial ownership of the securities held of record by IKAV Energy Inc. SIMLOG Inc. is wholly owned by Simlog S.à r.l., which is controlled by IKAV SICAV FIS SCA, whose general partner is IKAV General Partner S.à r.l., which is wholly owned by Institut für Kapitalanlagen und Vesicherungslösungen GmbH, whose majority owner is Mr. von Wasserschleben. As such, each of the foregoing entities and Mr. von Wasserschleben may be deemed to share beneficial ownership of the securities held of record by SIMLOG Inc. IKAV Impact S.à r.l. is controlled by IKAV SICAV FIS SCA, whose general partner is IKAV General Partner S.à r.l., which is wholly owned by Institut für Kapitalanlagen und Vesicherungslösungen GmbH, whose majority owner is Mr. von Wasserschleben. As such, each of the foregoing entities and Mr. von Wasserschleben may be deemed to share beneficial ownership of the securities held of record by IKAV Impact S.à r.l. The business address for IKAV Energy Inc., IKAV Energy Holdings LLC, IKAV Inc., SIMLOG Inc. and Mr. von Wasserschleben is 1201 Louisiana Street, Suite 3400, Houston, Texas 77002. The business address for Simlog S.à r.l., IKAV SICAV FIS SCA, IKAV General Partner S.à r.l. and IKAV Impact S.à r.l. is 74a, Route de Luxembourg, Wasserbillig, L-6633 Luxembourg. The business address for the Institut für Kapitalanlagen und Vesicherungslösungen GmbH is Holzdamm 14, 20099 Hamburg, Germany. The business address for IKAV Energy Spain is S.L. is Plaza Tirso de Molina 12, 1°Izda 28012 Madrid, Spain. (7) Based on Amendment No. 5 to Schedule 13G filed with the SEC on February 14, 2025 by Solar Projects LLC (“Solar”) and certain other reporting persons. Solar has an aggregate beneficial ownership of 6,148,821 shares of common stock, or 6.73% of the class, and has shared voting and dispositive powers with respect to 6,148,821 shares of common stock. Solar’s sole member, Solar Trust No. 2 (“Solar Trust”), may be deemed to beneficially own the 6,148,821 shares of common stock beneficially owned by Solar, and has shared voting and dispositive powers with respect to 6,148,821 shares of common stock. Comeg Trust LLC (“Comeg LLC”), has an aggregate beneficial ownership of 91,044 shares of common stock or less than 1% of the class, and has shared voting and dispositive powers with respect to 91,044 shares of common stock. Comeg Trust, as the controlling member of Comeg LLC, may be deemed to beneficially own the 91,044 shares beneficially owned by Comeg LLC and has shared voting and dispositive powers with respect to 91,044 shares of common stock. David Scott Gimbel, as manager of Solar and Comeg LLC and the trustee of Solar Trust and Comeg Trust, has an aggregate beneficial ownership of 6,246,865 shares of common stock or 6.84% of the class, and has sole voting and dispositive powers with respect to 7,000 shares of common stock and shared voting and dispositive powers with respect to 6,239,865 shares of common stock. The address of Solar and Solar Trust is 1201 North Market Street, Suite 1002, Wilmington DE 19801.The address of Comeg LLC and Comeg Trust is 20 Montchanin, Suite 100, Greenville, Delaware 19807. The address of Mr. Gimbel is 323 Pablo Rd, Ponte Vedra Beach, Florida 32082. Based on Schedule 13G filed with the SEC on August 2, 2024 by First Trust Advisors L.P. (“First Trust”), First Trust has shared voting power with respect to 6,109,219 shares of common stock and shared dispositive power with respect to 6,109,219 shares of common stock. The Charger Corporation has shared voting power with respect to 6,109,219 shares of common stock and shared dispositive power with respect to 6,109,219 shares of common stock. The Charger Corporation is the general partner of First Trust. First Trust's address is 120 East Liberty Drive, Suite 400, Wheaton, IL 60187. Proposal 1: Election of Directors In 2025, ten incumbent directors have been nominated by the Board of Directors for reelection through the 2026 annual meeting. A brief statement about the background and qualifications of each nominee is given above under “Our Board of Directors and Director Nominees.” If any nominee for whom you have voted becomes unable to serve, your proxy may be voted for another person designated by our Board, or our Board of Directors may determine to reduce the size of the Board of Directors. THE BOARD OF DIRECTORS RECOMMENDS STOCKHOLDERS VOTE “FOR” EACH OF THE DIRECTOR NOMINEES IDENTIFIED ABOVE. Proposal 2: Ratification of the Appointment of the Independent Registered Public Accounting Firm

  79. Disclosure of Most Important Performance Measures for Fiscal Year 2024

    The Audit Committee appointed, and the Board of Directors ratified the appointment of, KPMG LLP, independent registered public accounting firm, to audit our financial statements as of and for the year ending December 31, 2025. The submission of this matter for ratification by stockholders is not legally required, but the Board of Directors believes the submission provides an opportunity for stockholders through their vote to communicate with the Board of Directors about an important aspect of corporate governance. The Board of Directors recommends that stockholders vote for the ratification of this appointment. Notwithstanding the selection, the Board of Directors, in its discretion, may direct the appointment of a new independent registered public accounting firm at any time during the year if the Board believes that the change would be in the best interests of CRC and its stockholders. If the stockholders vote against ratification, the Board of Directors will reconsider its selection. KPMG LLP has served as our independent registered public accounting firm and audited our financial statements beginning with the year ended December 31, 2014. The table below sets forth the aggregate fees incurred for professional services rendered by KPMG LLP for the years ended December 31, 2024 and 2023:

  80. Disclosure of Most Important Performance Measures for Fiscal Year 2024

    | | 2024 | 2023 | | Audit Fees (1) | $3,523,000 | $2,115,000 | | Audit-Related Fees (2) | 248,500 | 95,997 | | Total | $3,771,500 | $2,210,997 |

  81. Disclosure of Most Important Performance Measures for Fiscal Year 2024

    (1) Audit Fees represent the aggregate fees for professional services provided in connection with the annual audit of our financial statements included in Form 10-K and reviews of our quarterly financial statements. Audit Fees also include registration statements, consents, comfort letters and fees for services related to debt compliance. (2) Audit-Related Fees are primarily for audits of our benefit plans and other audits. KPMG did not render any advisory services in 2024 with respect to financial accounting matters. The Audit Committee must give prior approval to any management request for any amount or type of service (audit, audit-related and tax services or, to the extent permitted by law, non-audit services) our independent registered accounting firm provides to us. The Audit Committee has established policies and procedures regarding pre-approval of all services provided by the independent registered public accounting firm. The Audit Committee pre-approved all services provided to CRC by our independent registered accounting firm in 2024 and 2023. A representative of KPMG LLP is expected to be present at the Annual Meeting and will be offered the opportunity to make a statement if such representative desires to do so and will be available to respond to appropriate questions from stockholders. THE BOARD OF DIRECTORS RECOMMENDS THAT STOCKHOLDERS VOTE “FOR” PROPOSAL 2 TO RATIFY THE APPOINTMENT OF THE INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM, KPMG LLP, FOR 2025. Proposal 3: Advisory Vote to Approve Named Executive Officer Compensation Section 14A of the Securities Exchange Act of 1934, as amended, requires us to provide our stockholders with an advisory (nonbinding) vote on the compensation paid to our named executive officers (sometimes referred to as the “say-on-pay” proposal) as disclosed pursuant to Item 402 of Regulation S-K, including the Compensation Discussion and Analysis, accompanying compensation tables and narrative discussion set forth in this proxy statement. Accordingly, you may vote on the following resolution at our Annual Meeting: “RESOLVED, that the compensation paid to the Company’s named executive officers as disclosed pursuant to Item 402 of Regulation S-K, including the Compensation Discussion and Analysis, accompanying compensation tables and narrative discussion, is hereby approved.” This vote is nonbinding. The Board of Directors and the Compensation Committee, which is comprised of independent directors, expect to take into account the outcome of the vote when considering future executive compensation decisions to the extent they can determine the cause or causes of any significant negative voting results. The Company last held a “say-on-frequency” vote in 2021, at which point our stockholders voted for, and the Board determined to hold, annual say-on-pay votes. As described above in detail under the “Compensation Discussion and Analysis” section of this proxy statement, our 2024 Compensation Program significantly aligns our executive compensation with our shareholder interests. Our compensation program includes a mix of short- and long-term awards that are primarily performance-based, with the significant majority provided as time- and performance-based equity awards. This advisory, nonbinding say-on-pay vote does not cover director compensation, which is also disclosed in the accompanying compensation tables. THE BOARD OF DIRECTORS RECOMMENDS THAT STOCKHOLDERS VOTE “FOR” PROPOSAL 3 ON THE ADVISORY VOTE TO APPROVE NAMED EXECUTIVE OFFICER COMPENSATION. Voting Procedures

  82. 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.