Chris Gould
California ResourcesAbout Chris Gould
Chris D. Gould is Executive Vice President and Chief Sustainability Officer at California Resources Corporation (CRC), appointed in June 2021, and also serves as Managing Director of Carbon TerraVault (CTV) Holdings . He holds a B.S. in Civil Engineering from Penn State and an MBA from the University of Pittsburgh . CRC’s 2024 performance tied a significant portion of annual incentives to sustainability (25–30% weighting) and delivered adjusted EBITDAX >$1B with $355M free cash flow, alongside progress in carbon management permits—directly linking Gould’s remit to company pay-for-performance . Company TSR decreased 2.6% in 2024 vs. 2023, informing PSU payout potential against TSR matrices .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Exelon (Fortune 100 energy company) | SVP Corporate Strategy; Chief Innovation & Sustainability Officer | c. 10 years | Built company-wide climate/ESG programs, developed mitigation/adaptation transition plans; led innovation and strategic planning focused on decarbonization . |
| Environmental & infrastructure services sector | Engineering and project management roles | Not disclosed | Early engineering focus on environmental remediation; foundations for sustainability leadership . |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| The Nature Conservancy – Illinois Chapter | Trustee | Not disclosed | Board stewardship aligned to environmental conservation . |
| Writers Theatre (Glencoe, IL) | Board Member | Not disclosed | Community and arts engagement . |
| Fast Company Impact Council | Member | Not disclosed | Innovation thought leadership . |
| Energy Capital Ventures | Advisor | Not disclosed | Noted by WSJ profile . |
Fixed Compensation
| Metric | 2023 | 2024 |
|---|---|---|
| Base Salary ($) | $553,381 | $612,115 |
| Base Salary setting (effective) | $600,000 (July 27, 2023 agreement) | Increased to $615,000 in March 2024 |
| Target Bonus (%) | 100% | 100% |
| AIP – Company Scorecard Portion ($) | $770,776 | $647,078 |
| “Bonus” Column ($) – includes retention and individual AIP portion | $307,289 (includes 2023 retention installment and individual AIP portion) | $618,900 (includes final retention tranches and individual AIP portion) |
| Total AIP Payout (company + individual) ($) | Not disclosed in 2023 table | $969,465 (Scorecard $770,776; Individual portion $198,689) |
Notes:
- 2024 AIP overall scorecard result: 131.52% (average of pre- and post-merger scorecards) .
- Retention Bonus Agreement (granted Feb 2023): total opportunity = 1× base salary; 20% vest at 6 months, 20% at 12 months, 60% at 18 months; Gould’s final 80% paid in 2024 .
Performance Compensation
Annual Incentive Program (AIP) – 2024 Design and Outcomes
| Component | Weighting | Targeting | Outcome |
|---|---|---|---|
| Financial (Adjusted EBITDAX, Free Cash Flow) | 50% | Targets set to approved 2024 plan | Incorporated into 131.52% overall score |
| Cost Management (Capital Efficiency, Controllable Costs) | 20% | Efficiency ratios and controllable cost baselines | Included in overall |
| ESG (Carbon Mgmt, Environmental, Safety) | 30% (pre-merger) | EPA Class VI, MRV, CUP/EIR milestones; spill prevention; safety IIR | Included in overall |
| Post-merger Synergies | Added in H2 2024 | Sustainable cost reductions | Included in overall |
| Overall AIP Scorecard Result | — | — | 131.52% (average of 139.33% H1 and 123.71% H2) |
| Gould Individual Portion | 20% of AIP | Committee assessment | 175% of individual portion (=$198,689) |
Long-Term Incentives (LTI)
| Award | 2024 Grant Target Value | Units Granted | Vesting | Performance/Payout |
|---|---|---|---|---|
| RSUs | $984,000 | 18,668 | 1/3 each on 2/22/2025, 2/22/2026, 2/22/2027 | Time-based; dividend equivalents paid at delivery |
| PSUs | $1,476,000 | 28,002 target | Cliff vest 2/22/2027 | Absolute TSR and Relative TSR vs XOP index; 0–200% payout per matrix |
PSU payout matrices (three-year awards) interpolate between absolute TSR bands and XOP-relative quartiles, ranging from 0% to 200% of target . CRC grants are majority performance-based (60% PSUs, 40% RSUs) .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Beneficial Ownership | 73,865 shares (0.08% of outstanding as of 3/10/2025) |
| Outstanding/Unvested RSUs (as of 12/31/2024) | 14,294 (2/23/2023 tranche A) and 7,147 (2/23/2023 tranche B); 18,668 (2/22/2024 RSUs) |
| Outstanding PSUs (target, as of 12/31/2024) | 64,324 (3-year 2023 grant; max shown); 33,448 (2-year 2023 grant achieved 156% and vests 2/23/2025); 28,002 (3-year 2024 grant at target) |
| Option Awards | None; company does not grant options and prohibits repricing/backdating |
| Ownership Guidelines | 3× salary for non-CEO NEOs; expected to meet within five years of assuming role (or five years from Oct 2020 for emergence executives) |
| Hedging/Pledging | Prohibited for directors, officers, employees |
| Clawbacks | SEC/NYSE-compliant incentive recoupment policy (financial restatement; misconduct) |
| Shares Delivered/Withholding | The company cancels shares and pays cash for tax withholding at delivery, reducing dilution |
Vesting/Clearance calendar indicative of potential supply:
- RSUs: 2/23/2025 and 2/23/2026 (2023 grants); 2/22/2025, 2/22/2026, 2/22/2027 (2024 grant) .
- PSUs: 2/23/2025 (2023 two-year, earned at 156%); 2/23/2026 (2023 three-year); 2/22/2027 (2024 three-year) .
Employment Terms
| Term | Detail |
|---|---|
| Agreement | 2023 CSO Employment Agreement (amended & restated, effective July 27, 2023) |
| Term & Renewal | Initial two-year term; auto-renews annually unless 90 days’ notice given |
| Base & Target Incentives | Base $600,000 (as of agreement), target annual cash bonus 100% of base; LTI target 400% of base (expected 60% PSU / 40% RSU) |
| Severance (no CIC) | 1.5× salary+target bonus; pro-rata current-year bonus based on actual performance; up to 18 months health benefit reimbursement (employee-rate) |
| Severance (with CIC, double trigger) | 2.0× salary+target bonus; pro-rata current-year bonus; up to 24 months health benefit reimbursement |
| Equity Treatment (terminations) | RSUs: pro-rata vest on next anniversary if without cause/good reason/disability; full vest on death; full vest on term within 12 months post-CIC . PSUs: pro-rata vest and remain outstanding to be earned post-performance period if without cause/good reason/death/disability; forfeited on voluntary resignation without good reason . |
| Company-wide policies | Double-trigger CIC; anti-hedging/anti-pledging; clawbacks; ownership guidelines . |
Performance & Track Record
- 2024 achievements under Gould’s sustainability leadership:
- Received Kern County CCS CUP/EIR for CTV I; received 26R EPA Class VI CCS permit (first-ever in California/Region 9 and first using depleted oil/gas reservoir in the U.S.) .
- Signed 10 commercial MOUs/CDMAs totaling 7.5 MMTPA; submitted an additional 102 MMT of CO₂ storage Class VI permits (total 323 MMT, 14.4 MMTPA) .
- Secured ~$55M in CarbonSAFE grants; expanded pore space and mineral easements (54,000 acres pore space; 20,000 acres mineral easements; 107 contracts) .
- LA Rams carbon credit/certification deal; broadened county-level engagement across California .
- CRC financial highlights 2024: adjusted EBITDAX >$1B; free cash flow $355M; net cash provided by operating activities $610M; >85% of FCF returned to shareholders; dividend increased 25% .
- TSR vs peers and pay-versus-performance disclosed; 2024 TSR decreased 2.6% YoY while PSU designs link payouts to absolute and relative TSR .
SAY-ON-PAY & SHAREHOLDER FEEDBACK
- 2024 advisory vote on 2023 executive compensation exceeded 95% approval .
- Stockholder feedback favored majority performance-based LTI with absolute TSR modified by relative TSR (XOP), leading to 60% PSUs / 40% RSUs structure .
Compensation Peer Group
- Maintained at 18 companies in 2024, including Antero, Coterra, Marathon, Matador, Murphy, Permian Resources, Range, SM Energy, Whitecap, Denbury, Diamondback, etc. .
Investment Implications
- Pay-for-performance alignment: Gould’s incentives are tightly coupled to sustainability execution and TSR outcomes; 2024 AIP scorecard at 131.52% and PSU matrices reinforce linkage to shareholder returns .
- Vesting/supply calendar: Multiple RSU/PSU deliveries through 2025–2027 could create periodic supply; however, hedging/pledging prohibitions and tax-withholding via share cancellation mitigate certain selling/overhang risks .
- Retention risk moderated: Double-trigger CIC protections, defined severance, and pro-rata equity vesting reduce unexpected turnover risk; ownership guidelines and clawbacks support governance alignment .
- Execution signals: Permitting milestones (EPA Class VI) and commercial agreements (MMTPA under MOUs/CDMAs) represent tangible progress in carbon management, a key strategic pillar under Gould’s remit with potential to drive long-term value and inform PSU outcomes .