California Resources (CRC) Proxy Filing summary

Executive summary

• Achieved strong financial and operating results in 2025, including record free cash flow of $543 million and $513 million returned to shareholders via dividends and share repurchases.

• Completed a merger with Berry Corporation, expected to deliver $80-90 million in annual synergies and extend the asset base.

• Advanced carbon management initiatives through Carbon TerraVault, with investments subject to disciplined capital allocation.

• Maintained a strong balance sheet and capital discipline, with nearly $1.6 billion returned to shareholders since mid-2021.

• Board composition reflects a mix of skills, independence, and experience aligned with strategy and risk profile.

Voting matters and shareholder proposals

• Election of nine director nominees for one-year terms.

• Ratification of KPMG LLP as independent registered public accounting firm for 2026.

• Advisory vote to approve named executive officer compensation (say-on-pay).

• Board recommends voting FOR all proposals.

Board of directors and corporate governance

• Eight out of nine directors will be independent as of the annual meeting.

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

• Annual board and committee self-assessments and CEO/senior management evaluations.

• Policies include majority voting, anti-hedging/pledging, overboarding, and clawback provisions.

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