UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of

the Securities Exchange Act of 1934 (Amendment No. )

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CALIFORNIA RESOURCES CORPORATION

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

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Proxy Statement 2025 and Notice of Annual Meeting California Resources Corporation Carbon Terravault
 

Letter to Shareholders from the Chair of the Board

Fellow Shareholders,

California Resources exits 2024 as a transformed company – larger, financially stronger and better positioned to capture value for our shareholders. It was a remarkable year of execution across the business and we continue to demonstrate that we are a different kind of energy company.

Our ongoing success is due to the hard work and commitment of our talented people, proven leadership, and an engaged and active board of directors. We added three new board members in 2024, with two joining us after our Aera Energy, LLC merger. Today, we have a 10-member board with diverse experiences and skill sets across public and private industries, capital markets, power, carbon capture and oil and gas leadership. Eight of our board members qualify as independent directors.

Our oversight and governance practices serve the shareholder and support the Company’s proven business plan to create long-term shareholder value. CRC’s ongoing success was evident in this year’s strong financial and operating results.

Key Highlights:

The year’s most significant highlight was our merger with Aera Energy. We are now California’s largest oil and gas producer, working to safely and responsibly develop a locally produced product that the Golden State desperately needs. By the end of 2025, CRC will have actioned an estimated $235 million in sustainable synergies, showing again that assets are better under our oversight.

We achieved our financial objectives. Net cash flow from operating activities was $610 million, with $707 million before changes in operating assets and liabilities¹ and $355 million in free cash flow¹ in 2024. Notably, our adjusted EBITDAX¹ surpassed $1 billion. We also reported adjusted net income¹ of $317 million, or $3.89 per diluted share. Our conventional assets continued to perform well, with low natural declines supporting a 2024 exit rate gross production of 163 thousand barrels of oil equivalent per day (Mboe/d), with 79% oil. In 2025, we will focus on driving further efficiencies while delivering sustainable financial growth and value creation for our shareholders.

Returning capital to shareholders remains core to our value creation strategy. We increased our dividend by 25% and distributed more than 85% of free cash flow1 back to shareholders. Since mid-2021, we have returned more than $1.1 billion to stakeholders through share repurchases, dividends and debt reduction.

Our carbon management business, Carbon TerraVault (CTV) made significant strides on key milestones to decarbonize California. These include advancing our Elk Hills cryogenic gas plant carbon capture project, a new memorandum of understanding2 with National Cement for California’s first net zero cement facility and the nation’s first Class VI permit for carbon dioxide injection and storage in depleted oil and gas wells, with seven additional Class VI Permits pending Environmental Protection Agency approval. Combined, we have nearly 9 million metric tons per annum of carbon management projects under consideration3.

Our actions demonstrate our commitment to being a sustainable company. This proxy statement proves that an energy company can be both profitable and sustainable. Among other highlights, we received MiQ “Grade A” certification for methane emissions performance in the LA Basin; maintained our culture of safety with a TRIR4 of 0.39 post our Aera merger; and, supported more than 150 non-profits with monetary and volunteer efforts. We “walk the talk” with a substantial portion of the executive annual incentive relating to company performance tied to carbon management, safety, and environmental stewardship.

We are optimistic as we enter 2025. Our business is uniquely positioned to deliver exceptional results from our conventional oil and gas assets with an increased focus on meaningful power and carbon management growth opportunities while helping lead decarbonization efforts in California. We see significant value in our integrated asset portfolio – and we have the team in place today to unlock it.

We appreciate your investment in CRC.

Tiffany (TJ) Thom Cepak

Independent Chair of the Board

California Resources Corporation

_________________________________________________________________________________________________

1Represents a non-GAAP measure. For all historical non-GAAP financial measures please see the Investor Relations page at www.crc.com for a reconciliation to the nearest GAAP equivalent and other additional information. Free cash flow is equal to net cash provided (used) by operating activities less capital investments.

2MOUs and CDMAs are non-binding agreements. The projects and transactions described in an MOU or CDMA are subject to certain conditions precedent, typically including the negotiation of definitive documents, a final investment decision by the parties and receipt of EPA Class VI permits and other regulatory approvals.

3Please see CRC’s 4Q24 earnings presentation for a complete list of CRC’s CCS projects under consideration.

4Total Recordable Incident Rate (TRIR) calculated as recordable incidents per 200,000 hours for all workers (employees and contractors).

PLEASE NOTE: This letter and the Proxy Statement contain forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. All statements other than historical facts are forward-looking statements, and include statements regarding our future financial position, business strategy, projected revenues, earnings, costs, capital expenditures and plans and objectives of management for the future. The forward-looking statements herein involve risks and uncertainties that could materially affect our expected results of operations, liquidity, cash flows and business prospects. For a discussion of these risks and uncertainties, please refer to the “Risk Factors” and “Forward-Looking Statements” described in our Annual Report on Form 10-K. Words such as “expect,” “could,” “may,” “anticipate,” “intend,” “plan,” “ability,” “believe,” “seek,” “see,” “will,” “would,” “estimate,” “forecast,” “target,” “guidance,” “outlook,” “opportunity” or “strategy” or similar expressions are generally intended to identify forward-looking statements. Such forward-looking statements are subject to risks and uncertainties that could cause actual results to differ materially from those expressed in, or implied by, such statements. Such forward-looking statements are based on management's expectations as of the date of this filing, unless an earlier date is specified, and involve many risks and uncertainties that could cause our actual results to differ materially from those expressed or implied in our forward-looking statements. Given these risks and uncertainties, readers are cautioned not to place undue reliance on such forward-looking statements. Readers are urged to carefully review and consider the various disclosures made in our Form 10-K and in other documents we file from time to time with the SEC that disclose risks and uncertainties that may affect our business. Any forward-looking statement speaks only as of the date on which such statement is made and we undertake no obligation and expressly disclaim any duty to correct or update any forward-looking statement, except as required by applicable law.

We have included in this letter and the Proxy Statement certain voluntary disclosures regarding our sustainability goals, Sustainability Reports and related matters because we believe these matters are of interest to our investors; however, we

do not believe these disclosures are “material” as that concept is defined by or construed in accordance with the securities laws or any other laws of the U.S. or any other jurisdiction, or as that concept is used in the context of financial statements and financial reporting. These disclosures speak only as of the date on which they are made, and we undertake no obligation and expressly disclaim any duty to correct or update such disclosures, whether as a result of new information, future events or otherwise, except as required by applicable law. Additionally, please note that these disclosures are for information purposes only, and no information found and/or provided in the Company’s Sustainability Reports or on the Company’s website in general is intended or deemed to be incorporated by reference in this Proxy Statement.

California Resources Corporation

Notice of the 2025 Annual Meeting of Stockholders

Purposes of the 2025 annual meeting of stockholders:

Information relevant to these matters is set forth in the accompanying proxy statement.

The close of business on March 10, 2025, was fixed as the record date for the determination of stockholders entitled to receive notice of and to vote at the annual meeting or any adjournment or postponement thereof. Only our stockholders of record or their legal proxy holders as of the record date or our invited guests may attend the annual meeting.

The annual meeting will be held in a virtual meeting format only at https://www.virtualshareholdermeeting.com/CRC2025. You will not be able to attend the annual meeting in person. If you wish to attend the annual meeting, you must follow the instructions under “Attending the Annual Meeting” on page 67 of the proxy statement. We have also provided information regarding how stockholders can engage during the annual meeting, including how they can vote, ask questions, request technical support and access information following the annual meeting within this proxy statement.

Beginning on March 19, 2025, we mailed a Notice of Internet Availability of Proxy Materials to our stockholders containing instructions on how to access the proxy statement and vote online and made our proxy materials available to our stockholders over the Internet.

By Order of the Board of Directors,

Michael L. Preston

Executive Vice President, Chief Strategy Officer and General Counsel
Corporate Secretary

IMPORTANT VOTING INFORMATION

If you owned shares of our common stock at the close of business on March 10, 2025, you are entitled to one vote per share upon each matter presented at our 2025 annual meeting of stockholders to be held on May 2, 2025. In order for stockholders whose shares were held in an account at a brokerage firm, bank or other nominee (i.e., in “street name”) as of March 10, 2025, to vote their shares at the 2025 annual meeting, they will need to obtain a legal proxy from the broker, bank or other nominee that holds their shares authorizing them to vote at the annual meeting.

If you hold shares in “street name,” unless you provide specific instructions by completing and returning the voting instruction form or following the instructions provided to you to vote your shares via telephone or the Internet, your broker is only permitted to vote on your behalf on ratification of the appointment of KPMG LLP as our independent registered public accounting firm for fiscal year 2025, and may not vote on the election of directors and other matters to be considered at the annual meeting. For your vote to be recognized, you will need to communicate your voting decisions to your broker, bank or other nominee before the date of the annual meeting.

YOUR VOTE IS IMPORTANT

Your vote is important. Our Board of Directors strongly encourages you to exercise your right to vote. Voting early helps ensure that we receive a quorum of shares necessary to hold the annual meeting.

QUESTIONS

If you have any questions about the proxy voting process, please contact Broadridge at (800) 579-1639. The Securities and Exchange Commission also has a website (https://www.sec.gov/spotlight/proxymatters) with more information about your rights as a stockholder. You also may contact our Investor Relations Department by phone at (818) 661-3731 or by e-mail at [email protected].

ATTENDING THE ANNUAL MEETING

The annual meeting will be held in a virtual meeting format only at https://www.virtualshareholdermeeting.com/CRC2025. You will not be able to attend the annual meeting in person. If you wish to attend the annual meeting, you must follow the instructions under “Attending the Annual Meeting” on page 67 of the proxy statement.

IMPORTANT NOTICE REGARDING THE INTERNET AVAILABILITY OF

PROXY MATERIALS FOR THE STOCKHOLDER MEETING

TO BE HELD ON MAY 2, 2025

The Notice of the 2025 Annual Meeting of Stockholders, the Proxy Statement for the 2025 Annual Meeting of Stockholders and the 2024 Annual Report to Stockholders (which includes the Annual Report on Form 10-K for the fiscal year ended December 31, 2024) of California Resources Corporation are available at http://www.proxyvote.com. You will need the 16-digit control number included on the Notice that was mailed to you, on your proxy card or on the instructions that accompanied your proxy materials.

Table of Contents

Proxy Statement Summary

This summary highlights information contained in the proxy statement. This summary does not contain all of the information you should consider, and you should read the entire proxy statement carefully before voting. California Resources Corporation, together with its subsidiaries, is referred to herein as “we,” “our,” “us,” the “Company” or “CRC.” The 2025 annual meeting of stockholders described below is referred to herein as the “Annual Meeting.”

2025 Annual Meeting of Stockholders

The Annual Meeting will be held in a virtual meeting format only at https://www.virtualshareholdermeeting.com/CRC2025. You will not be able to attend the Annual Meeting in person. If you wish to attend the Annual Meeting, you must follow the instructions under “Attending the Annual Meeting” below.

A Notice of Internet Availability of Proxy Materials, which contains instructions on how to access the proxy statement and vote online, was mailed to our stockholders beginning on March 19, 2025, and also made available to our stockholders over the Internet on the same date.

Agenda and the Board’s Recommendation on Voting Matters

The following table summarizes the items that will be brought for a vote of our stockholders at the Annual Meeting, along with the recommendation of our Board of Directors as to how stockholders should vote on each item.

Voting: Stockholders as of the record date are entitled to vote. Each share of common stock entitles its holder to one vote for each director nominee and one vote for each of the proposals to be voted on.

Directors

The Board of Directors is currently comprised of eight independent directors, plus Mr. McFarland and Mr. Leon. Each of our directors will stand for re-election at our Annual Meeting. Assuming each of our nominees is elected, the Board of Directors will continue to be comprised of eight independent directors, plus Mr. McFarland and Mr. Leon, following the Annual Meeting. The following table provides summary information about each of our current directors and director nominees and whether the Board of Directors considers each of them to be independent under the New York Stock Exchange’s (“NYSE”) independence standards.

Corporate Governance Highlights

Compensation Program Highlights

Our 2024 compensation program further aligns our executives' interests with those of our stockholders by allocating 60% of the long-term incentives to performance-based stock awards and 40% to time-vested stock awards. The performance-based awards use both cumulative total shareholder returns and total shareholder returns compared to the companies in the XOP Index as the basis for payouts, linking the realizable value for a majority of executives' compensation to both the stock price and shareholder returns.

Compensation Program Practices

Our executive compensation program is designed to motivate our executives to take actions that are aligned with our short- and long-term strategic objectives, appropriately balancing risk versus potential reward. It is designed to incorporate compensation best practices and is governed by our Compensation Committee. Our annual incentive awards and long-term incentive plans are performance-based and intended to align with the long-term best interests of stockholders and to retain our management team.

The Compensation Committee has engaged in best practices to align executive pay with Company performance and to ensure good governance in the following ways:

WHAT WE DO √ We pay for performance. A significant portion of the compensation of our named executive officers is directly linked to the Company’s performance, by way of a compensation structure that includes performance-based annual and long-term incentive awards. √ We are stockholder aligned. Annual and long-term incentive awards are based on performance measures that are aligned with the creation of value for our stockholders. All of the outstanding long-term incentive awards for our named executives are stock-based. √ We have “double trigger” change in control provisions. Our change in control arrangements for named executive officers require both the occurrence of a change in control event and termination of employment before applicable vesting of awards occurs. √ We solicit feedback from stockholders. We regularly reach out to our largest stockholders for feedback on our governance and executive compensation. √ We provide market-competitive compensation. Our compensation program is competitive within our industry and recognizes evolving governance practices, which allows us to attract and retain key talent. √ We have stock ownership requirements. We maintain stock ownership guidelines for our named executive officers and stock grant delivery mechanics for our directors that require meaningful stock ownership in the Company. √ We have a clawback policy. Our Incentive-Based Compensation Recoupment Policy requires the Company to recoup certain incentive compensation in the event of a financial restatement and was recently updated to comply with SEC and NYSE requirements. √ We seek independent advice. The Compensation Committee retains an independent advisor to review executive compensation and provide advice to the Compensation Committee.

WHAT WE DON’T DO. X We do not allow hedging or pledging. Our Insider Trading Policy prohibits certain transactions involving our stock, including hedging and pledging. X We do not allow the repricing of stock options. Our equity incentive plan prohibits the repricing or backdating of stock options. X We do not offer enhanced retirement benefits. Our nonqualified defined compensation plan provides restorative, but not enhanced, retirement benefits for our executives. X We do not encourage excessive risk or inappropriate risk taking through our incentive programs. Our plans do not motivate executives to engage in activities that create excessive or inappropriate risk for the Company.

Board of Directors and Corporate Governance

Our Board of Directors and Director Nominees

Our Board values and exhibits an effective mix of backgrounds, perspective, skills and experience.

Set forth below is a chart that summarizes the specific experience, qualifications, attributes and skills of our directors and director nominees and biographical information regarding each of our directors and director nominees. Each of the individuals below is standing for reelection at the Annual Meeting. There are no family relationships between any of our directors, director nominees and executive officers. Pursuant to the Stockholder Agreements (as defined below), IKAV Energy, Inc. (“IKAV”) has nominated Bobby Saadati and Canada Pension Plan Investment Board (“CCPIB”) has nominated James R. Jackson for election at the annual meeting. See “Certain Relationships and Related Transactions—Stockholder Agreements” for more information. With respect to our other directors or director nominees, there are no ongoing arrangements or understandings between any of our executive officers, directors or director nominees and any other person pursuant to which any person will be selected as a director or an executive officer.

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.

• Chair of the Board

• Member of the Finance Committee

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.

• Chair of the Compensation Committee

• Chair of the Finance Committee

• Member of the Board of Directors of Carbon TerraVault Holdings, LLC

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.

• 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.

• Chair of the Nominating and Governance Committee

• Member of the Audit Committee

• Member of the Board of Directors of Carbon TerraVault Holdings, LLC

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.

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.

• 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.

• 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.

• 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.

• 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

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.

Director Criteria, Qualifications and Experience

Our Corporate Governance Guidelines contain qualifications that apply to director nominees recommended by our Nominating and Governance Committee. In the event that a vacancy on the Board of Directors arises, the Nominating and Governance Committee will consider and review the candidate’s following qualifications, relevant skills and experience:

Overboarding Policy

Our Corporate Governance Guidelines also includes an overboarding policy with respect to our directors' service on other boards. Without approval of the Nominating and Governance Committee, no director may simultaneously serve on the board of directors of more than three other public companies. If a director is the chief executive officer of a public company, such director may not simultaneously serve on the board of directors of more than one other public company. When a director serves on multiple boards in the same fund complex or on the boards of two related public companies, such service will be counted as service on one board for purposes of this guideline unless the Nominating and Governance Committee determines that the boards should be considered separate. The Nominating and Governance Committee considers the director's

leadership positions (e.g., committee chair) on the other public company boards as part of such determinations. The Nominating and Governance Committee reviews potential overboarding issues as part of its process of considering director nominations for the annual shareholders meeting. All of the Company's directors are currently compliant with the Company's overboarding policy.

Board Composition

The Board recognizes the value of having directors from a wide variety of backgrounds who bring varied opinions, perspectives, skills, experiences, backgrounds and orientations to its discussions and its decision-making processes. A multi-faceted board enables a more balanced, wide-ranging discussion in the boardroom, and is also important to the Company’s stockholders, its management and employees. For these reasons, the Nominating and Governance Committee will consider the unique characteristics of, and the optimal enhancement of, the current mix of talent and experience on the Board of Directors.

Board Evaluations and Incumbent Directors

Our Board believes that a robust annual evaluation process is an important part of its governance practices. For this reason, the Nominating and Governance Committee oversees an annual evaluation of the performance of the Board. The committee distributes written evaluation surveys to each director. The Chair shares the results of the surveys and interviews with the full Board for consideration with respect to director nominees, and Board and committee structure, composition and effectiveness.

With respect to the reelection of an existing director, the Nominating and Governance Committee will consider the results of the evaluation process and review the director’s:

Board Education

The Board of Directors engages in various activities to obtain additional insight into our business and industry, beneficial perspectives on the performance of the Company, the Board and our management, and on the Company’s strategic direction. From time to time, the full Board receives presentations from its committees, and internal and external advisors, regarding current topics of interest. The Company also makes resources available to individual directors, including access to director education from third party providers.

Director Independence Determinations

Majority independent directors 11% non-independent 89% independent

To qualify as “independent” under the NYSE listing standards, the Board of Directors must affirmatively determine that the director has no material relationship with us (either directly or as a partner, stockholder or officer of an organization that has a relationship with us) that would interfere with his or her exercise of independent judgment in carrying out his or her responsibilities as a director. The NYSE independent director criteria include, among other things, that the director not be our employee and not have engaged in various types of business dealings with us.

The Board of Directors has reviewed all direct or indirect business relationships of which it is aware between each director (including his or her immediate family) and us, as well as each director’s relationships with charitable organizations, to assess director independence as defined in the listing standards of the NYSE. Based on this evaluation, the Board of Directors has determined that Messrs. Bremner, Chapman, Jackson, Kendall, Roby and Saadati and Mmes. Cepak and Veltmann are independent directors as that term is defined

in the listing standards of the NYSE. In its review of Mr. Bremner’s independence, the Board considered his prior employment with the Company and his association with entities that own real property interests in certain assets in which the Company owns interests. Mr. McFarland, our past President and Chief Executive Officer, and Mr. Leon, our current President and Chief Executive Officer, are not considered by the Board of Directors to be independent because of their current or former employment relationships with CRC.

Board Leadership Structure and Committees

Chair

The Board of Directors’ leadership structure currently separates the CEO and Chair of the Board positions. Mr. Leon serves as our President and CEO, and Ms. Cepak serves as our independent Chair. Our Chair of the Board presides over all meetings of the Board, including executive sessions.

The Board of Directors believes that there is no single, generally accepted approach to providing board leadership and that each of the possible leadership structures for a board must be considered in the context of the individuals involved and the specific circumstances facing a company, as the right leadership structure may vary as circumstances change. The Board of Directors believes it is in the best interest of the Company and its stockholders at this time to have separate CEO and Chair positions. The Board of Directors has found that this structure enables the CEO to focus on operation of the Company’s business, while the Chair focuses on leading the Board of Directors in its oversight role.

Board Meetings and Attendance

During 2024, the Board of Directors held 11 meetings. Each of the standing and special committees held the number of meetings included in the description of the committees set forth below in 2024. Each director attended at least 75% of the meetings of the Board of Directors and the committees on which he or she served that occurred during such directors’ terms in 2024.

Pursuant to our Corporate Governance Guidelines, directors are encouraged to attend our annual meetings of stockholders. All of the directors of our Board serving in May 2024 attended the virtual annual meeting in May 2024.

Executive Sessions of the Board

The Board of Directors holds meetings of independent directors in executive session without management present on a regular basis. In addition to regularly scheduled Board meetings, executive sessions may be called upon the request of any independent director. In 2024, the Board held 4 executive sessions.

Committees of the Board

As of the date of this proxy statement, our Board of Directors currently has five separately designated standing committees. The current membership and purposes of each of the standing committees are described below. Each of the standing committees operates under a written charter adopted by the Board. The Board of Directors and each committee has the power to hire independent legal, financial or other experts and advisors as it may deem necessary, without consulting or obtaining the approval of any officers of the Company in advance.

Standing Committees of the Board

CTV Board of Directors

The Company's Board of Directors has delegated limited authority for certain activities to the board of directors (“CTV Board”) of its wholly owned subsidiary, Carbon TerraVault Holdings, LLC ("CTV"). The current members of the CTV Board are Mr. McFarland (its Chairman), Mr. Bremner, Mr. Chapman and Mr. Kendall. The CTV Board provides direction to and oversight of the carbon management business of CTV and its subsidiaries. The CTV Board is responsible for reviewing and discussing with management, among other things: (i) the budgets and development plans relating to the carbon management business and (ii) strategies, tactics, plans, goals, objectives, targets and metrics relating to the carbon management business and the performance of CTV and its subsidiaries with respect thereto. The CTV Board also reports to the Company's Board with respect to its activities, findings and recommendations. The CTV Board held five meetings in 2024.

The Board’s Role in Risk Oversight

BOARD OF DIRECTORS Informed through committee reports and by the President and CEO about known risks to the Company’s strategy and business. Regularly reviews information regarding the Company’s credit, liquidity and operations, including the risks associated with each. COMPENSATION COMMITTEE Oversees the management of risks relating to the Company’s executive compensation plans and arrangements. AUDIT COMMITTEE Oversees financial risks and the ethical conduct of the Company’s business, including the steps the Company has taken to monitor and mitigate these risks, and reviews material related party transactions. NOMINATING AND GOVERNANCE COMMITTEE Manages risks associated with the independence of the Board of Directors and potential conflicts of interest. SUSTAINABILITY COMMITTEE Responsible for overseeing the management of risks relating to sustainability and health, safety and environment.

While the Company’s management is responsible for the day-to-day risk management process, the Board has ultimate responsibility for the oversight of the Company’s risk management, shaping effective corporate governance, and setting the right tone for integrity, ethics and culture, for the benefit of the Company’s stakeholders, including shareholders, and employees. The Board exercises direct oversight of strategic risks to the Company and the risk management process to ensure that it is properly designed, well-functioning and consistent with our overall corporate strategy, and also delegates certain risk areas to each of the Board committees.

BOARD OF DIRECTORS Informed through committee reports and by the President and CEO about known risks to the Company's strategy and business. Regularly reviews information regarding the Company's credit, liquidity and operations, including the risks associated with each. AUDIT COMMITTEE Oversees financial risks, cybersecurity risks, and the ethical conduct of the Company's business, including the steps the Company has taken to monitor and mitigate these risks, and reviews material party transactions. COMPENSATION COMMITTEE Oversees the management of risks relating to the Company's executive compensation plans and arrangements. FINANCE COMMITTEE Responsible for overseeing risks associated with financial matters, including interest rate hedging strategies and programs, the Company's balance sheet and capital structure and the Company's compliance with debt covenants and related matters. NOMINATING AND GOVERNANCE COMMITTEE Manages risks associated with the independence of the Board of Directors and potential conflicts of interest. SUSTAINABILITY COMMITTEE Responsible for overseeing the management of risks relating to sustainability and health, safety and environment, including climate change.

Compensation Committee Interlocks and Insider Participation

No member of our Compensation Committee is now, or at any time since the beginning of 2024 has been, employed by or served as an officer of CRC or any of its subsidiaries or had any business relationship requiring disclosure with CRC or any of its subsidiaries. None of our executive officers is now, or at any time has been, since the beginning of 2024, a member of the compensation committee or board of directors of another entity one of whose executive officers has been a member of our Board of Directors or Compensation Committee.

Communications with Directors

Our Board of Directors welcomes communications from our stockholders and other interested parties. Communications to our Board of Directors, to any committee of our Board, or to any director in particular, should be sent to:

Board of Directors, committee name or director’s name, as appropriate

California Resources Corporation

Attention: Corporate Secretary

1 World Trade Center, Suite 1500

Long Beach, California 90831

We will forward all correspondence directly to the committee or individual director, as appropriate. Our independent directors approved our process for collecting and organizing stockholder communications to the Board of Directors.

If any stockholder or third party has a complaint or concern regarding accounting, internal controls over financial reporting or audit matters at CRC, they should send their complaint in writing to Ms. Veltmann, the Chair of the Audit Committee, at the address listed above.

Availability of Corporate Governance Documents

We are committed to good corporate governance. In furtherance thereof, the Board of Directors has adopted governance documents to guide the operation and direction of the Board and its committees, which include Corporate Governance Guidelines, a Business Ethics Policy (which applies to all directors and employees, including the Chief Executive Officer, Chief Financial Officer and Principal Accounting Officer) and charters for the Audit, Compensation, Finance, Nominating and Governance and Sustainability Committees. Each of these documents is available on our website (www.crc.com), and stockholders may obtain a printed copy, free of charge, by sending a written request to California Resources Corporation, Attention: Corporate Secretary, 1 World Trade Center, Suite 1500, Long Beach, California 90831. We will also promptly post on our website any material amendments to these documents and any waivers from the Business Ethics Policy for our directors and principal executive, financial and accounting officers.

Certain Relationships and Related Transactions

Policies and Procedures

Our Board of Directors adopted written policies regarding related party transactions. We review all relationships and transactions in which we and our directors and executive officers or their immediate family members are participants to determine whether such persons have a direct or indirect material interest. Our Corporate Secretary’s office implements procedures to obtain information from the directors and executive officers with respect to related party transactions. The Audit Committee reviews and discusses with management and the independent registered public accounting firm any material related party transactions as defined by, and required to be disclosed under, the rules of the Securities and Exchange Commission (“SEC”) and the NYSE. Agreements that embody transactions that are material in amount or significance are filed with the SEC as required.

Our Business Ethics and Corporate Policies prohibit significant conflicts of interest. Any waivers of these policies require approval by the compliance officer, or in the case of conflicts of our executive officers or directors, the Board of Directors. Under our Business Ethics and Corporate Policies, conflicts of interest generally are deemed to occur when private or family interests do not appear impartial, interfere or compete with the interests of our Company.

We have multiple processes for reporting conflicts of interests and related party transactions. Under our Business Ethics and Corporate Policies, all of our directors and employees are required to report any known or apparent conflict of interest, or potential conflict of interest, to their supervisors, the compliance officer, a member of the corporate compliance committee, our legal counsel, human resources, or the Board of Directors, as appropriate. As part of any review of any conflict of interest, potential conflict of interest or related party transaction, the following factors are generally considered:

We also have other policies and procedures to prevent conflicts of interest and related person transactions. For example, the charter of our Nominating and Governance Committee requires that the committee members assess the independence of the non-management directors at least annually, including a requirement that it determine whether any such directors have a material relationship with us, either directly or indirectly, as defined therein and as further described above under “Director Independence Determinations.”

Related Party Transactions

This section discusses transactions and relationships with related persons since the beginning of our most recently completed fiscal year.

Alpine JV

On December 19, 2024, California Resources Elk Hills, LLC (“CREH”) agreed with the investment partners in its Alpine Joint Venture (the “Alpine JV”), including an affiliate of Solar Projects LLC (a CRC stockholder that owns more than 5% of our common stock), to settle certain matters relating to the Alpine JV Farmout and Development Agreement, which was terminated in 2021. In connection with the settlement, CREH agreed to pay the investment partners an aggregate $1 million, and the investment partners agreed to pay CREH an aggregate $2.4 million as reimbursement for property taxes previously paid by CREH on their behalf.

Aera Merger Stockholder Agreements

In connection with the closing of the Aera Merger, we entered into stockholder agreements with IKAV and CPPIB (each a “Stockholder Agreement”). Pursuant to the Stockholder Agreements, for so long as each of IKAV and CPPIB, together with its respective affiliates, beneficially owns, in the aggregate, 5% or more of the issued and outstanding shares of CRC common stock, they will have the right to nominate one person for appointment to the Board (each such person, a “Stockholder Nominee”).

Each Stockholder Agreement contains certain standstill provisions which, among other things, will prohibit the party thereto and certain of its affiliates (such affiliates, the “Restricted Parties”) from (i) acquiring additional shares of our common stock that would result in such party and its Restricted Parties beneficially owning more

than 14.9% of outstanding CRC common stock; (ii) soliciting proxies or influencing any voting of CRC common stock or other CRC equity securities; (iii) directly or indirectly proposing transactions that would be reasonably likely to result in a change of control of CRC; (iv) seeking additional representation on the Board, or otherwise seeking to control the management of CRC and its controlled affiliates, including through the removal of directors; (v) forming, joining or knowingly encouraging or engaging in discussions regarding the formation of a “group” within the meaning of Section 13(d)(3) of the Exchange Act with non-affiliates with respect to CRC’s securities; and (vi) publicly disclosing any intention, plan, or arrangement inconsistent with any of the foregoing. The standstill provisions continue until (a) such party, together with its respective Restricted Parties, ceases to beneficially own, in the aggregate, 7.5% or more of the outstanding shares of CRC common stock and (b) no Stockholder Nominee designated by such party is serving on the Board and such party either is no longer entitled to, or has irrevocably waived, the right to appoint a Stockholder Nominee.

Aera Merger Registration Rights Agreement

In connection with the closing of the Aera Merger, we entered into a registration rights agreement (“Registration Rights Agreement”) with the seller parties thereto (the “Holders”). Pursuant to the terms of the Registration Rights Agreement, the Holders are entitled to certain registration rights with respect to the shares of common stock issued pursuant to the merger agreement relating to the Aera Merger. The Registration Rights Agreement also provides the Holders the ability to request CRC conduct certain underwritten offerings and provides the Holders with certain customary piggyback registration rights.

Pursuant to the Registration Rights Agreement, each Holder agreed to certain lock-up provisions whereby such Holder and any of its permitted transferees holding shares of common stock agreed not to transfer (1) any shares of common stock issued to such Holder in connection with the Aera Merger (subject to certain exceptions) to any non-affiliate until January 1, 2025; (2) more than one-third of the shares of common stock issued to such Holder to any non-affiliate until July 1, 2025; and (3) more than two-thirds of the shares of common stock issued to such Holder to any non-affiliate until January 1, 2026. Transfers from each Holder to its general partners, limited partners, members or stockholders, or to any corporation, partnership, limited liability company, investment fund or other entity that controls, is controlled by or is under common control with such Holder are exempted from the lock-up restrictions, except for such Holder’s portfolio companies. In addition, the lock-up provisions permit transfers pursuant to liquidations, stock exchanges, share repurchase programs and certain hedging arrangements.

Sustainability Goals

ENVIRONMENT

Carbon Management

Through CTV, our carbon management business, we are helping to advance energy transition in California. We are developing scalable, low-carbon, and cost-effective solutions that will create rewarding local jobs while delivering meaningful decarbonization. CTV offers services including carbon capture and storage ("CCS") and direct air capture (“DAC”), which safely inject CO₂ from industrial sources into depleted underground reservoirs for permanent storage. As a natural extension of CRC’s core expertise, carbon management is a key pillar of our sustainability strategy. Through CTV, we are proud to develop solutions that deliver both immediate decarbonization benefits and long-term pathways to help California achieve and sustain carbon neutrality.

Sustainability

CRC’s sustainability goals focus on providing local, responsibly sourced energy that meets or exceeds California’s unparalleled sustainability standards – not only related to lowering greenhouse gas emissions, but also to decreasing methane emissions; reducing freshwater consumption; enhancing community engagement; and increasing accountability through linking executive compensation to performance on our sustainability goals. As a result of our merger with Aera in July 2024, we are in the process of evaluating the impact of the transaction on our sustainability goals and ambitions. The goals communicated in this Proxy Statement, previous Proxy Statements, and other public communications are subject to change after this process is completed.

SOCIAL

We view our workforce as an asset and the Board provides oversight over significant aspects of our human capital. Safety is a key value at CRC. As a result, CRC has adopted a 2025 Incident and Injury Rate internal target.

Our goal is to foster a talented, multidimensional workforce and an open and respectful culture. We are committed to advancing a workplace culture committed to equal employment opportunity and welcoming of various backgrounds and perspectives. We believe this encourages workforce engagement, leads to more thoughtful and innovative business decisions and lowers turnover.

GOVERNANCE

The full Board, in addition to its committees, is responsible for overseeing our sustainability strategy, risk management and goals, including those related to carbon management, environmental stewardship and worker safety in our oil and gas operations as well as our carbon management business. The Sustainability Committee assists the Board in fulfilling its oversight responsibilities relating to sustainability and climate-related matters pertaining to the Company’s business, strategy, operations, performance or reputation and is responsible for reviewing and discussing the status of sustainability goals, risks, and regulations with management.

Compensation

We are proud to note that CRC’s sustainability goals continue to be directly tied to the performance-based compensation of our employees, including executives and senior managers, further highlighting our standing commitment and dedication to a cleaner and more sustainable future for California. The Board has further emphasized the importance of achieving our sustainability goals by tying 25% of our management team’s annual incentive related to Company performance to sustainability related metrics.

Audit Committee Report

The Audit Committee of the Board of Directors of California Resources Corporation assists the Board in its oversight of corporate governance by overseeing the quality and integrity of the accounting, auditing, and financial reporting practices of the Company. The Audit Committee approves the appointment and services of the independent registered public accounting firm, and monitors (1) the integrity of the financial statements of CRC; (2) the independent registered public accounting firm’s qualifications, independence and performance; (3) the effectiveness and performance of CRC’s internal audit function; (4) CRC’s system of disclosure controls and procedures, internal control structure over financial reporting and compliance with ethical standards; and (5) the compliance by CRC with legal and regulatory requirements related to financial statements.

The Board of Directors has determined that each of the members of the Audit Committee satisfies the standards of independence established under the SEC’s rules and regulations and listing standards of the NYSE. The Board of Directors has further determined that each of the members of the Audit Committee is financially literate and that Ms. Veltmann is an “audit committee financial expert” as defined by the rules and regulations of the SEC.

In connection with our financial statements for the year ended December 31, 2024, the Audit Committee has:

Based on the review and discussions with CRC’s management, independent registered public accounting firm and independent reserves audit firm, as set forth above, the Audit Committee recommended to CRC’s Board of Directors that the audited consolidated financial statements be included in our Annual Report on Form 10-K for the fiscal year ended December 31, 2024, for filing with the SEC.

Audit Committee,

Alejandra (Ale) Veltmann, Chair

Christian S. Kendall

William B. Roby

February 25, 2025

Compensation Discussion and Analysis

This Compensation Discussion and Analysis (“CD&A”) provides a description of the elements and key features of our compensation program, as well as context and rationale for decisions made with respect to the compensation for our “named executive officers” or “NEOs” for the year ended December 31, 2024, who are identified below:

In accordance with SEC rules, our NEOs were determined as of December 31, 2024 and are listed above with the titles that they held as of that date. Ms. Molina's employment with CRC ended on December 31, 2024. Ms. Molina’s departure from CRC did not result from any disagreement or difference of opinion with CRC with respect to its internal controls, financial statements, audit scope limitations, audit reports, management representations or otherwise connected in any way with its financial controls or audit procedures. Ms. Clio Crespy joined the company on January 1, 2025 as Executive Vice President and Chief Financial Officer, therefore she was not an NEO for the 2024 year. Discussion regarding Ms.Crespy's compensation will be provided beginning with the CD&A for the year ending December 31, 2025.

Table of Contents

Compensation Objectives and Process

The purpose of our executive compensation program is to allow us to attract, retain, motivate and reward high-performing executives to maximize returns to our stockholders.

Executive Compensation Objectives

Our executive compensation objectives are to:

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.

Role of Compensation Committee

Our executive compensation program is overseen by our Compensation Committee, with input from our management and outside compensation consultants. In its oversight role, the Compensation Committee is responsible for making compensation decisions involving our CEO and other executive officers and evaluating performance for compensatory purposes.

Role of Management

Members of our executive management team, including our President and CEO and our Vice President of Compensation and Benefits, provided input to the Compensation Committee with respect to executive compensation, key job responsibilities, achievement of performance objectives and compensation program design. We believe these individuals provide helpful support to the Compensation Committee in these areas given their understanding of our business and personnel, compensation programs and competitive environment. The Compensation Committee is not obligated to accept management’s recommendations with respect to executive compensation matters and meets in executive session to discuss such matters outside of the presence of our management. During 2024, the Compensation Committee held one executive session.

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.

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.

2014 SPIN-OFF √ Occidental determines executive compensation in effect at Spin-off 2015 √ CRC Compensation Committee selects new peer group and designs compensation program 2016 √ Compensation Committee reduces base salaries by 10% during severe downturn √ Compensation Committee applies negative discretion and reduces annual incentive payouts due to severe business conditions √ Compensation Committee reduces long-term incentive grant date values in anticipation of market movement during severe downturn 2017 √ Compensation Committee changes long-term incentive to address retention concerns and equity burn rate with cash-based performance award 2018 √ Compensation Committee selects expanded peer group for 2018 √ Compensation Committee reduces qualitative portion of annual incentive √ Compensation Committee changes long-term performance award to equity-based 2019 √ Compensation Committee reduces number of metrics under Annual Incentive to provide greater focus on key objectives √ Compensation Committee changes long-term performance award metrics to include a relative Total Shareholder Return metric

Stockholder Outreach

We value feedback regarding our governance and executive compensation practices and reached out to shareholders holding a substantial majority of our shares in 2024 to solicit any feedback on our governance and compensation programs. We sought to understand, in particular, any stockholder suggestions regarding our compensation program to ensure that we share this feedback with the Compensation Committee and consider those concerns in designing our compensation programs going forward. Stockholders who participated in our engagement efforts in 2024 were invited to meet with members of our senior management and, in some cases, the Chair of our Board.

Feedback from stockholders who engaged was positive regarding the changes we made with our 2024 compensation program, particularly with the majority of the program comprised of performance-based incentives. Stockholders offered suggestions regarding the structure of short and long-term incentives and metrics the Company should consider, including absolute total shareholder return (“TSR”) modified by TSR relative to an index like the XOP index. Stockholders also expressed their preference for rigorous quantitative, rather than qualitative incentive goals. Feedback gathered at these meetings was shared with Board and specifically taken into consideration by the Compensation Committee in the formulation of the Company’s 2025 compensation program, as discussed in the 2025 Compensation Program Actions section below.

We intend to continue engaging with stockholders in 2025 to solicit feedback to ensure that our governance and executive compensation practices align with stockholders’ expectations.

Stockholder Approval of Executive Compensation

Our stockholder advisory vote in 2024 on our 2023 executive compensation program resulted in a greater than 95% approval of such compensation by stockholders.

In developing our executive compensation programs, the Compensation Committee considers the results of the advisory vote on executive compensation, feedback gathered from shareholder outreach meetings and many other factors, including the Compensation Committee's assessment of the interaction of our compensation programs with our corporate business objectives, evaluations of our programs by LB&Co, and review of data relating to pay practices of our compensation peer group. However, no specific changes were made to our 2024 executive compensation program due to the last positive stockholder approval vote we received in 2024.

2024 Compensation Program

The 2024 compensation program is a market competitive compensation structure the Compensation Committee designed with LB&Co consisting of base salaries, annual incentives and long-term incentives to motivate and retain our executives and align our executives’ compensation with shareholder interests in a meaningful way.

ecent Financial Measures as of 11/24/2020 ($ Millions) Company Reported 12 Months Revenues Market Cap Total Assets Total Economic Value Antero Resources Corporation $3,255.0 $1,179.5 $13,349.7 $7,315.1 Berry Corporation $468.7 $344.5 $1,446.5 $690.1 Cabot Oil & Gas Corporation $1,455.6 $7,186.4 $4,419.3 $8,382.6 Callon Petroleum Company $891.8 $402.7 $4,937.3 $3,631.7 Cimarex Energy Co. $1,817.0 $3,865.8 $4,606.0 $5,866.0 CNX Resources Corporation $1,121.9 $2,243.0 $8,129.2 $4,837.7 Continental Resources, Inc. $2,750.8 $6,307.1 $14,728.2 $12,298.8 Denbury Inc. $864.3 $1,012.5 $1,677.9 $1,167.8 Devon Energy Corporation $4,335.0 $5,852.5 $10,326.0 $8,820.5 Diamondback Energy, Inc. $2,992.0 $7,446.8 $18,760.0 $14,331.8 Marathon Oil Corporation $3,532.0 $5,091.6 $18,663.0 $10,039.6 Matador Resources Company $841.2 $1,362.3 $3,786.2 $3,443.0 Murphy Oil Corporation $2,081.2 $1,755.6 $10,469.4 $5,480.3 PDC Energy, Inc. $1,091.0 $1,876.2 $5,332.5 $3,610.3 QEP Resources, Inc. $846.1 $428.7 $5,236.7 $2,067.6 Range Resources Corporation $1,854.7 $1,885.5 $6,012.9 $5,004.7SM Energy Company $1,205.3 $527.0 $5,122.3 $2,906.8 Southwestern Energy Company $2,274.0 $2,256.9 $4,157.0 $4,751.9 Whiting Petroleum Corporation $900.7 $822.7 $2,098.5 $1,227.0 WPX Energy, Inc. $2,096.0 $4,409.8 $9,501.0 $7,439.8 Peer Companies 20 Prior Peers 14 Median $1,636.3 $1,880.8 $5,284.6 $4,921.2 Mean $1,832.0 $2,812.9 $7,638.0 $5,665.7 Minimum $468.7 $344.5 $1,446.5 $690.1 Maximum $4,335.0 $7,446.8 $18,760.0 $14,331.9 California Resources Corporation $1,821.0 $1,527.3 $4,856.0 $2,940.3 Percentile 53.1% 39.0% 35.5% 21.3% Percent to Median 111.3% 81.2% 91.9% 59.7%

Base Salaries

The Compensation Committee made the following changes to the base salaries of the NEOs during 2024 based on the scope of job responsibilities, internal alignment and position relative to peer group compensation data.

Annual Incentive Program (“AIP”)

AnnuaI Incentive Targets

The following are the 2024 annual incentive targets approved by the Compensation Committee in February 2024 based on the scope of job responsibilities, internal alignment and peer group compensation data:

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.

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%).

Scorecard for January 1, 2024 through June 30, 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%

The Compensation Committee has adopted a policy whereby management’s ability to achieve a maximum payout under the AIP should be due to the achievement of extraordinary results, whether via financial performance or the other non-financial metrics incorporated into the AIP, with a goal to lessen the impact of commodity price volatility on AIP payouts.

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:

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 –

For Mr. Bys –

For Mr. Gould –

For Mr. Preston –

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

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”) .

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%

2024 Long-Term Incentive Grants

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.

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.

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.

Linkage Between Pay and Performance

The 2024 compensation program was designed to link the majority of pay realized by our executives to the performance against the AIP scorecard metrics and stock-based long-term incentives designed to enhance the performance of CRC and the returns to our stockholders.

The pay mix at target values for our CEO and other NEOs under the 2024 Compensation Program was substantially performance-based, with 88% and 83%, respectively, of total compensation considered at-risk for our CEO and other NEOs.

PAY MIX OF CEO 8% salary and retention 10% annual incentive 49% performance-based long-term incentive 33% time-vested long-term incentive 92% at risk AVERAGE PAY MIX OF NEOs OTHER THAN CEO 20% salary and retention 12% annual incentive 41% performance-based lo

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.

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.”

Other NEOs

On June 8, 2021, the Company entered into employment agreements with each of Messrs. Bys and Preston (each a “2021 Employment Agreement”) that was initially effective through the 2023 year. Each 2021 Employment Agreement provided for an initial one-year term and will automatically renew for an additional one-year term on each anniversary unless the Company or the executive provides 90 days’ written notice to the other that no such automatic renewal shall occur. However, either the Company or the executive may terminate the employment relationship for any or no reason at any time during the initial one-year term or any renewal term. Pursuant to each 2021 Employment Agreement, each executive will receive an annualized base salary of $500,000, will be covered under the Company’s directors and officers liability insurance and will be eligible (i) to receive an annual cash bonus with a target value of 100% of his base salary, (ii) to participate in those benefit plans and programs of the Company available to similarly situated executives and (iii) commencing in 2023, to receive annual long-term incentive awards under the LTIP with a grant target value of not less than 220% of his base salary as in effect on the applicable grant date. The 2021 Employment Agreements also contain provisions that could provide severance payments and benefits to the NEOs in qualifying situations. Those terms and an estimate of the payments that the NEO could receive in connection with certain termination events are detailed further below in the section titled “Potential Payments upon Termination or Change in Control.”

On May 8, 2023, the Company entered into an employment agreement (the “2023 CFO Employment Agreement”) with Manuela (“Nelly”) Molina, the new CFO. The 2023 CFO Employment Agreement provided for an initial two-year term beginning on May 8, 2023 (the “Effective Date”) and was automatically set to renew for an additional one-year term on each anniversary of the Effective Date unless the Company or Ms. Molina provided 90 days’ written notice to the other that no such automatic renewal shall occur. Pursuant to the Employment Agreement, Ms. Molina could have received an annual base salary of $550,000. She was eligible to receive: (i) an annual cash bonus with a target value equal to 100% of her annual base salary; (ii) participation in those benefit plans and programs of the Company available to similarly situated executives; and (iii) annual long-term incentive awards under the Company’s LTIP with a target grant value of 400% of Ms. Molina’s base salary as in effect on the applicable grant date. The 2023 CFO Employment Agreement also contained provisions that could provide severance payments and benefits to Ms. Molina in qualifying situations, however, the payments and benefits that she actually received in connection with her termination of employment in 2024 are detailed further below within the section titled “Potential Payments Upon Termination or Change in Control.”

On July 27, 2023, the Company entered into an amended and restated employment agreement (the “2023 CSO Employment Agreement”) with Chris D. Gould, our Chief Sustainability Officer, which superseded the employment agreement previously maintained by the Company and Mr. Gould, dated June 14, 2021. The 2023 CSO Employment Agreement provides for an initial two-year term beginning on the Effective Date and will automatically renew for an additional one-year term on each anniversary of the Effective Date unless the Company or Mr. Gould provides 90 days’ written notice to the other that no such automatic renewal shall occur. Pursuant to the Employment Agreement, Mr. Gould will receive an annual base salary of $600,000. He will also be eligible to receive: (i) an annual cash bonus with a target value equal to 100% of his annual base salary (prorated for calendar year 2023); (ii) participation in those benefit plans and programs of the Company available to similarly situated executives; and (iii) annual long-term incentive awards (expected to be comprised 60% of performance stock units and 40% of restricted stock units) under the Company’s LTIP with a target grant value of 400% of Mr. Gould’s base salary as in effect on the applicable grant date. The performance stock unit awards are expected to vest over a three-year cliff vesting period beginning on the date of grant, and the restricted stock units are expected to vest in three equal installments over a three-year vesting period beginning on the date of grant. The 2023 CSO Employment Agreement also contains provisions that could provide severance payments and benefits to Mr. Gould in qualifying situations. Those terms and an estimate of the payments that he could receive in connection with certain termination events are detailed further below within the section titled “Potential Payments Upon Termination or Change in Control.”

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.

2025 Compensation Program Actions

Base Salaries

The Compensation Committee has approved base salary adjustments for the NEOs in 2025 based on updated peer market data and changes in internal alignment and responsibilities.

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.

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

Stock Ownership Guidelines

We have minimum stock ownership guidelines for senior executives. The target direct and indirect ownership level for the CEO is six times annual base salary, and for the other NEOs, is three times annual base salary. Executives are expected to reach their guideline ownership levels within five years of assuming their senior executive role. Due to the cancellation of the Company’s stock upon emergence from bankruptcy in October 2020, executives at emergence will have five years from the emergence date to attain the minimum stock holdings.

Clawback Policies

Under the Company’s Incentive-Based Compensation Recoupment Policy, which was adopted in 2023 to ensure compliance with new clawback recovery rules, in the event the Company is required to restate its financial statements, the Company requires in certain circumstances, and to the extent permitted or required by applicable law, regulation or exchange rules, the reimbursement of incentive-based compensation received by a covered employee, including our NEOs, that is in excess of the incentive-based compensation that would have been received based on the restated amounts. Such incentive-based compensation generally includes any cash, equity, equity-based or other award that is granted, earned or vested based wholly or in part upon the attainment of a financial reporting measure, as defined in the policy adopted in October 2023.

In addition, under the Company's Misconduct Compensation Recoupment and Clawback Policy, the Company has the right to require the reimbursement of all or a portion of generally any incentive compensation received by a covered employee, to the extent permitted by applicable law, in the event of fraud or intentional illegal conduct.

Insider Trading Policies and Procedures

The Company has insider trading policies and procedures governing the purchase, sale and other disposition of the Company’s securities that apply to directors, officers and employees, and to the Company itself. The Company believes its insider trading policies and procedures are reasonably designed to promote compliance with insider trading laws, rules and regulations, and the listing standards applicable to the Company. A copy of the Company’s Insider Trading Policy and an excerpt of the Company’s Business Ethics and Corporate Policies were filed as Exhibit 99.2 and 99.3, respectively, to its Annual Report on Form 10-K for the year ended December 31, 2024.

Anti-Hedging and Anti-Pledging Policy

Under the Company’s Insider Trading Policy, all directors, officers and employees are prohibited from hedging, buying or selling options, engaging in short sales, or trading prepaid variable forwards, equity swaps, exchange funds, forward-sale contracts, collars or other derivatives or monetizations on Company securities. In addition, all directors, officers and employees may not pledge or mortgage Company securities as collateral for a loan, or hold Company securities in a margin account.

Compensation Risk Management

Our compensation programs are designed to motivate and reward our employees for their performance during the current year and over the long term, and for taking appropriate business risks to enhance CRC’s business performance. The Compensation Committee has analyzed CRC’s employee compensation programs and policies and believes that they are not reasonably likely to have a material adverse effect on CRC. CRC’s

compensation programs do not encourage unnecessary or excessive risk-taking and any potential risk that the executive compensation program could influence behavior that would be inconsistent with the overall interests of CRC and its stockholders is mitigated by several factors:

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

Tax Considerations

Section 162(m) of the Internal Revenue Code of 1986, as amended (the “Code”), limits a company’s ability to deduct compensation paid in excess of $1 million during any fiscal year to each of certain NEOs. The Compensation Committee believes it is in the best interest of the Company and our stockholders to provide compensation that is necessary to retain and motivate our executive officers, even if that is not fully deductible.

Compensation Committee Report

The Compensation Committee has reviewed and discussed the Compensation Discussion and Analysis included in this proxy statement with management. Based on this review and discussion, the Compensation Committee recommended to the Board of Directors that the Compensation Discussion and Analysis be included in the Company’s proxy statement relating to the 2025 Annual Meeting of Stockholders.

Compensation Committee,

James N. Chapman, Chair

Andrew B. Bremner

William B. Roby

February 25, 2025

Executive Compensation Tables

Summary Compensation Table (“SCT”)