Andrew Bremner
California ResourcesAbout Andrew B. Bremner
Andrew B. Bremner (age 34) has served on CRC’s Board since May 2021. He is Partner at JB Energy Partners, LP and VP, Oil & Gas at Jaco Oil Company; previously he held engineering and portfolio management roles at CRC (2013–2019). He holds an MBA from UCLA and a BS in Mechanical Engineering from Cal Poly San Luis Obispo. He is classified by the Board as an independent director, with independence explicitly reviewed given his prior CRC employment and associations with entities holding real property interests overlapping CRC assets .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| California Resources Corporation (CRC) | Board Director | May 2021–present | Compensation, Finance, Sustainability; member of CTV Board |
| CRC (pre-director) | Engineering; Portfolio Management & Strategic Planning | 2013–2019 | Strategy and portfolio roles |
| JB Energy Partners, LP | Partner | 2019–present | Leads acquisition/management of energy and alternative assets |
| Jaco Oil Company | Vice President, Oil & Gas | Current | Oversees oil & gas operations/assets |
External Roles
| Organization | Role | Tenure | Public/Private | Notes |
|---|---|---|---|---|
| JB Energy Partners, LP | Partner | 2019–present | Private | Energy/alternative asset portfolio leadership |
| Jaco Oil Company | VP, Oil & Gas | Current | Private | Operating leadership |
| Carbon TerraVault Holdings, LLC (CRC subsidiary) | Director | Current | Subsidiary | CTV Board held 5 meetings in 2024 |
Board Governance
- Independence: Board determined Bremner is independent per NYSE standards; the review considered his former CRC employment and associations with entities owning real property interests in assets where CRC has interests .
- Committees: Compensation (member), Finance (member), Sustainability (member); not a chair .
- Attendance: Board held 11 meetings in 2024; each director attended at least 75% of Board and committee meetings during their terms. Independent directors held 4 executive sessions in 2024 .
- Subsidiary oversight: Member of CTV Board directing carbon management strategy; CTV Board met 5 times in 2024 .
- Governance policies: Anti-hedging and anti-pledging policy, majority voting standard, independent committees, annual elections, board/committee self-assessments .
Fixed Compensation
| Component | CRC Program (Directors) | Bremner 2024 Actual |
|---|---|---|
| Annual cash retainer | $125,000 (Independent Chair: $200,000) | Included in $184,000 fees earned |
| Committee member fees | Audit/Sustainability/Finance: $16,000; Compensation/NomGov: $11,000 (paid quarterly) | Member: Compensation, Finance, Sustainability; included in $184,000 |
| Committee chair fees | Audit/Sustainability/Finance: $31,000; Compensation/NomGov: $22,000 | None (not a chair) |
| Meeting fees | Not disclosed/applicable | Not disclosed |
| Other cash (dividend equivalents) | Paid on vested RSUs within 60 days of vest/dividend date | $0 reported in 2024 |
Performance Compensation
| Equity Award | Grant Date | Units | Grant-Date Fair Value | Vesting | Performance Metrics |
|---|---|---|---|---|---|
| Director RSUs | 5/3/2024 | 3,705 | $191,474 | Time-based; vest on first anniversary; delivery 6 months after end of Board service | None (director awards time-vested; no TSR/financial metrics) |
CRC’s director program grants annual RSUs with time-based vesting; performance metrics are not used for non-employee director equity awards .
Other Directorships & Interlocks
| Company | Role | Public/Private | Potential Interlock/Conflict Note |
|---|---|---|---|
| JB Energy Partners, LP | Partner | Private | Board explicitly considered associations with entities holding real property interests in CRC assets when affirming independence . |
| Jaco Oil Company | VP, Oil & Gas | Private | Same consideration as above . |
| Public company boards | None disclosed | — | No other public directorships disclosed in CRC proxy . |
Expertise & Qualifications
- Technical and operational background in oil & gas, portfolio strategy; MBA (UCLA), BS Mechanical Engineering (Cal Poly SLO) .
- Experience across asset acquisition/management and CRC strategic planning .
Equity Ownership
| Holder | Shares Beneficially Owned | % of Outstanding | Unvested Director RSUs | Pledged/Hedged |
|---|---|---|---|---|
| Andrew B. Bremner | 745 | 0.00% (of 90,646,665) | 3,705 unvested RSUs (granted 2024) | Company prohibits hedging/pledging for all directors |
Director stock delivery mechanics require vested director RSUs to be delivered only six months after Board service ends, promoting longer-term ownership alignment .
Fixed vs Performance Compensation Mix (Director Program)
| Category | Cash | Equity | Notes |
|---|---|---|---|
| Structure | Retainer + committee fees | Annual RSUs | No options; RSUs are time-vested; dividend equivalents paid in cash on vest |
Compensation Committee Analysis (context for board effectiveness)
- Committee composition: Independent; chaired by James N. Chapman; Bremner is a member .
- Use of independent consultant LB&Co; compensation program governance and peer usage documented .
- Say-on-pay: 2024 advisory vote on 2023 exec compensation >95% approval (confidence signal for compensation governance) .
Related-Party Transactions and Conflicts
- Company procedures require Audit Committee review of material related-party transactions; policies prohibit significant conflicts and require reporting/waivers via compliance processes .
- Disclosed related-party items (Alpine JV settlement; Aera merger stockholder agreements/lock-ups) did not identify Bremner specifically .
- Independence determination specifically reviewed Bremner’s prior CRC employment and associations with entities holding real property interests overlapping CRC assets; Board concluded he is independent .
Governance Assessment
- Strengths
- Independent status affirmed despite prior employment and external associations; independent committee memberships across Compensation, Finance, Sustainability suggest broad governance engagement .
- Solid attendance (Board-wide at least 75%); active subsidiary oversight via CTV Board in a strategically important area (carbon management) .
- Director pay structure aligns with market; equity uses delayed delivery post-service to encourage longer-term alignment; anti-hedging/pledging policy reduces misalignment risk .
- High say-on-pay support (>95%) signals investor confidence in compensation governance .
- Watch items / potential conflicts
- External roles at JBEP/Jaco Oil and associated real property interests were reviewed for independence; continued monitoring warranted as CRC progresses asset transactions in overlapping geographies .
- Beneficial ownership is modest (745 shares), though director RSUs and delivery mechanics promote eventual ownership; monitor equity accumulation versus any internal director ownership expectation (no numeric director guideline disclosed) .