CALIFORNIA RESOURCES CORP (CRC)
Sector: Energy
2026 Annual Meeting Analysis
CALIFORNIA RESOURCES CORP · Meeting: April 30, 2026
Directors FOR
9
Directors AGAINST
0
Say on Pay
FOR
Auditor
FOR
Director Elections
Election of Directors
Director since 2021 with relevant energy industry experience; CRC's 3-year TSR of +93.1% outperforms the peer group median of +71.4% by +21.7pp, well below the 50pp threshold required to trigger an against vote for strong positive TSR; no overboarding, attendance, or independence concerns identified.
Independent Board Chair since 2020 with 29 years of energy industry experience including CFO roles; TSR trigger does not fire given CRC's strong outperformance of peers; current board service at Patterson-UTI plus CRC is within overboarding limits for a non-CEO director.
Director since 2020 with over 39 years of investment banking experience and chairs both the Compensation and Finance Committees; TSR trigger does not apply given CRC's +21.7pp outperformance versus peer median; no attendance, independence, or overboarding concerns.
Director since July 2024, which is less than 24 months from the meeting date, making him exempt from the TSR trigger under the new-director exemption; brings relevant upstream and energy transition investment expertise through his role at CPP Investments.
Director since May 2024, which is less than 24 months from the meeting date, making him exempt from the TSR trigger; brings deep oil and gas operational and CEO experience including leading Denbury through bankruptcy emergence.
President and CEO serving as a director since 2023; as an executive director he is subject to the same TSR trigger as other directors, but CRC's 3-year TSR of +93.1% outperforms the peer group median by +21.7pp, well below the 50pp threshold, so the trigger does not apply.
Director since 2020 currently serving as CEO of Talen Energy Corporation; as a sitting CEO he may hold only one outside public board seat, and CRC appears to be his sole outside public board seat, keeping him within overboarding limits; TSR trigger does not fire given CRC's strong peer outperformance.
Director since 2020 with extensive oil and gas operational experience; also serves on the board of Vermilion Energy, leaving him within the non-CEO overboarding limit; TSR trigger does not apply given CRC's strong 3-year outperformance versus peer median.
Director since 2021 and Audit Committee Chair who is a certified public accountant with prior experience at KPMG and Arthur Andersen, satisfying the financial expertise requirement; also serves on the board of NET Power; TSR trigger does not apply given CRC's strong peer outperformance.
CRC's 3-year TSR of +93.1% outperforms the disclosed compensation peer group median of +71.4% by +21.7pp, well below the 50pp threshold required to trigger against votes under the strong-positive TSR tier. No directors are overboarded, attendance was 100% for all directors in 2025, all audit committee members have financial expertise, and there are no independence or familial relationship concerns. All nine directors receive a FOR vote.
Say on Pay
✓ FORCEO
Francisco J. Leon
Total Comp
$12,076,766
Prior Support
99%+%
The CEO received total compensation of approximately $12.1 million in 2025, which is within a reasonable range for a CEO of a $5.6 billion energy company that generated record free cash flow and outperformed peers significantly on total shareholder return. The pay program is well-structured: 92% of CEO pay is described as at-risk, with 60% of long-term incentives in performance stock awards tied to both absolute and relative total shareholder returns versus the XOP Index, and annual bonuses tied to a detailed scorecard including financial, safety, environmental, and integration metrics. The prior year say-on-pay vote received over 99% support, the company has a meaningful clawback policy, and no policy triggers — including the pay-for-performance alignment check — are violated given that CRC's 3-year TSR of +93.1% outperforms its peer group median by +21.7pp.
Auditor Ratification
✓ FORAuditor
KPMG LLP
Tenure
N/A
Audit Fees
N/A
Non-Audit Fees
N/A
KPMG LLP is a Big 4 firm appropriate for a $5.6 billion market cap energy company. The proxy filing does not include an auditor fee table with specific audit and non-audit fee amounts, so the non-audit fee ratio trigger cannot be evaluated; per policy, when fee data is not available the trigger does not fire. Auditor tenure is not disclosed in the filing, so the tenure trigger also cannot fire. No material financial restatements are disclosed. All conditions for a FOR vote are met.
Overall Assessment
CRC's 2026 annual meeting presents a clean ballot with three standard proposals — director elections, auditor ratification, and a say-on-pay vote — and no stockholder proposals. All nine directors, KPMG's reappointment, and the executive compensation program receive FOR votes, supported by strong 3-year total shareholder return outperformance versus the company's disclosed peer group, a majority-performance-based pay structure, a robust clawback policy, and over 99% prior-year say-on-pay support.
Compensation Peer Group
15 companies disclosed in 2026 proxy filing