Renée Hornbaker

About Renée Hornbaker

Renée Hornbaker (age 72) has served on Berry Corporation’s board since 2021, became independent Board Chair effective March 1, 2024, and has chaired the Audit Committee since 2021. She is a CPA with an MBA from Indiana University, an NACD Leadership Fellow and Certified Director with Cybersecurity and Climate Oversight certifications, and is recognized for deep finance, audit, governance, and risk oversight expertise .

Past Roles

External Roles

Board Governance

• Independent Board Chair; five of six nominees independent; all standing committees solely independent; independent directors meet in executive session regularly .
• Director independence affirmed annually under NASDAQ and SEC rules; Hornbaker meets heightened independence standards for Audit and Compensation committees .
• Committee leadership: Audit Committee Chair; member of Human Capital & Compensation and Nominating & Governance Committees; designated “audit committee financial expert” by SEC definition .
• Attendance: Board held 24 meetings in 2024 (near-universal attendance; no director missed more than one committee meeting) and all directors attended the 2024 annual meeting .
• Audit oversight includes cybersecurity and information security risk briefings quarterly; committee reviews controls, financial reporting integrity, and compliance .

Fixed Compensation

Note: Committee granted an additional $50,000 cash payment to the independent Board Chair in Oct 2024 due to time demands and elevated meeting cadence .

• 2025 director pay calibration: Committee maintained structure but reduced grant-date equity values to ~$90,000 (general equity retainer) and ~$40,000 (Chair equity retainer) given depressed stock price at Mar 1, 2025 grants; difference paid in cash via quarterly payments .
• Director stock ownership guideline: 5x annual cash retainer; prohibition on hedging/pledging; all non-employee directors compliant or on track within five years .

Performance Compensation

Performance metrics used for executive incentive oversight (Human Capital & Compensation Committee):

Directors receive time-based RSUs (no performance-vesting for directors); the STIP metrics above illustrate the performance framework the committee (including Hornbaker) oversees for management pay-for-performance .

Other Directorships & Interlocks

Expertise & Qualifications

• SEC-designated Audit Committee Financial Expert; extensive financial literacy and reporting oversight .
• CPA; MBA; NACD Leadership Fellow; Cybersecurity and Climate Oversight certifications; NACD Director of the Year (Private Company, 2023) .
• Deep operational governance: audit, compliance, risk oversight, cybersecurity governance, executive succession and sustainability oversight via committee work .

Equity Ownership

• Hedging/pledging prohibited by Insider Trading Policy; margin accounts disallowed .
• Director stock ownership guideline at 5x cash retainer; directors compliant or on track .

Say-on-Pay & Shareholder Feedback

Prior Say-on-Pay (2024 vote on 2023 comp) approval exceeded 97%, with no program changes attributed to that outcome .

Governance Assessment

• Strengths: Independent Board Chair; Audit Chair designated financial expert; high meeting cadence and strong attendance; robust governance suite (ownership guidelines, anti-hedging/pledging, clawback); all committees independent; regular executive sessions .
• Alignment: Director equity paid in RSUs with one-year vest promotes ongoing ownership; 5x retainer stock guideline and sale restrictions until compliant support alignment .
• Shareholder signals: Solid director vote support and strong Say-on-Pay approval; continued investor engagement emphasized in proxy .
• Potential watch items:
  • Incremental $50,000 cash to the Board Chair in 2024 increases cash mix; justified by elevated workload but merits monitoring for pay structure drift toward guaranteed cash .
  • Pending CRC all-stock merger includes “single-trigger” cash-out of director Single-Trigger RSUs (Hornbaker ~$135k plus dividends) at closing; board disclosed and considered director/executive interests when approving the merger—customary, but could be perceived as an incentive; continue monitoring disclosure and fairness process .
  • Meeting-fee policy ($1,200 after 24 meetings) is modest but adds cash variability tied to workload; ensure no unintended incentives for meeting proliferation .
• Related-party/conflicts: No Hornbaker-related party transactions disclosed; board has formal Related Persons Transactions Policy; only disclosed relationship pertains to a former Executive Chair’s family member employee; no family relationships among current directors and executives otherwise .