California Resources (CRC) Proxy Filing summary

Executive summary

• Completed a transformative merger with Aera Energy, becoming California's largest oil and gas producer and targeting $235 million in sustainable synergies by end of 2025.

• Achieved strong 2024 financial results: $610 million net cash flow from operations, $355 million free cash flow, and $1 billion+ adjusted EBITDAX.

• Returned over 85% of free cash flow to shareholders, including a 25% dividend increase and $1.1 billion returned since mid-2021.

• Advanced carbon management initiatives, including the first Class VI CO2 storage permit in California and nearly 9 million metric tons per annum of carbon management projects under consideration.

• Received MiQ “Grade A” methane certification, maintained a strong safety record, and supported over 150 non-profits.

Voting matters and shareholder proposals

• Shareholders will vote on: (1) election of ten directors for one-year terms, (2) ratification of KPMG LLP as independent auditor for 2025, and (3) advisory approval of named executive officer compensation.

• Board recommends voting FOR all director nominees, auditor ratification, and executive compensation.

Board of directors and corporate governance

• Board expanded to ten members in 2024, with three new directors post-Aera merger; eight are independent.

• Board committees (Audit, Compensation, Finance, Nominating & Governance, Sustainability) are composed entirely of independent directors.

• Board leadership is separated: independent Chair and CEO roles.

• Annual board and committee self-assessments, robust director evaluation, and overboarding policy in place.

• No stockholder rights plan (“poison pill”) in effect.