James Chapman
California ResourcesAbout James N. Chapman
Independent director since October 2020; age 62. Advisory Director at SkyWorks Capital (aviation/aerospace consulting) since December 2004; previously senior roles across investment banking and corporate finance with Regiment Capital Advisors, The Renco Group, Fieldstone Private Capital Group, and Bankers Trust. MBA (with distinction) from Dartmouth’s Tuck School (1985) and BA (magna cum laude) from Dartmouth (1984); 39+ years of investment banking experience across energy, metals/mining, aviation, and financial services .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| SkyWorks Capital, LLC | Advisory Director (non‑executive) | Dec 2004–present | Aviation/aerospace consulting expertise |
| Regiment Capital Advisors, LP | Investment advisor associate | Jan 2003–Dec 2004 | High yield investments specialization |
| The Renco Group, Inc. | Corporate finance roles | Dec 1996–Dec 2001 | Strategic/capital markets experience |
| Fieldstone Private Capital Group, Inc. | Founding principal; Head of Corporate Finance & High Yield Finance | Aug 1990–1996 | Led capital markets origination |
| Bankers Trust Company | BT Securities capital markets | Jul 1985–Aug 1990 | Capital markets execution |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Arch Resources, Inc. | Director; Chairman (2016–Apr 2020); Lead Independent Director (Apr 2020–May 2024) | 2016–May 2024 | Coal producer; leadership roles signal governance experience |
| Denbury, Inc. | Director | Sep 2020–Nov 2023 | CO2 EOR; company acquired in Nov 2023 |
| Carbon TerraVault Holdings, LLC (CRC subsidiary) | Director | Current | CTV Board met 5 times in 2024 |
Board Governance
- Independence: Classified independent under NYSE standards; board has 8 of 10 independent directors and all standing committees are independent .
- Roles: Chair of Compensation Committee; Chair of Finance Committee; member of subsidiary CTV Board .
- 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 .
- Committee activity levels (2024 meetings):
- Compensation: 7 (committee composed entirely of independent directors) .
- Finance: 6 .
- Audit: 7 .
- Nominating & Governance: 4 .
- Sustainability: 9 .
Fixed Compensation
| Component | Amount/Structure | 2024 Actual (Chapman) |
|---|---|---|
| Annual cash retainer | $125,000 (Independent Chair $200,000) paid quarterly in advance | $194,000 (Fees earned/paid in cash) |
| Committee chair fees | Compensation & Nominating: $22,000; Audit/Sustainability/Finance/Special: $31,000; paid quarterly in advance | Included in cash total |
| Committee member fees | Compensation & Nominating: $11,000; Audit/Sustainability/Finance/Special: $16,000 | Included in cash total |
| Meeting fees | Not disclosed | — |
Notes:
- Compensation Committee composition: Chapman (Chair), Bremner, Roby; independent members only .
- Compensation Committee interlocks: None; no member employed by CRC in 2024; no cross‑board committee interlocks with CRC executives .
Performance Compensation
| Grant | Grant Date | RSUs Granted | Stock Price on Grant Date | Grant Date Fair Value |
|---|---|---|---|---|
| Annual director RSU | 5/3/2024 | 3,705 | $51.68 | $191,474 |
| Vesting & Delivery Terms | Dividend Equivalents | Options |
|---|---|---|
| RSUs vest on first anniversary; delivery deferred until six months after the end of Board service | Accrued on vested RSUs; paid in cash within 60 days of vesting or dividend payment date | Company does not currently grant stock options to employees or directors |
Executive program metrics overseen by Compensation Committee (context for pay‑for‑performance design):
| Most Important Performance Measures (FY2024) |
|---|
| Free Cash Flow; Adjusted EBITDAX; E&P Capital Efficiency; Carbon Management Projects; Combined Company Synergies |
Other Directorships & Interlocks
| Company | Role | Committee Roles | Interlocks/Notes |
|---|---|---|---|
| Arch Resources, Inc. | Director; Chairman; Lead Independent Director | Board leadership | No CRC compensation committee interlocks disclosed |
| Denbury, Inc. | Director | Board | Acquired in Nov 2023 |
| Carbon TerraVault Holdings, LLC | Director | Subsidiary oversight | 5 meetings in 2024 |
Expertise & Qualifications
- Financial and capital markets expertise across energy and natural resources; board‑level leadership (Chair, Lead Independent Director) at Arch; director at Denbury .
- Academic credentials (MBA, BA) with distinction; seasoned investment banker with multi‑industry coverage .
- Classified independent; committee leadership in compensation and finance aligns with domain strengths .
Equity Ownership
| Holder | Shares Beneficially Owned | % of Class | Unvested RSUs Outstanding (12/31/2024) |
|---|---|---|---|
| James N. Chapman | 2,000 | 0.00% (of 90,646,665 shares outstanding as of 3/10/2025) | 3,705 |
Policies affecting alignment:
- Anti‑hedging and anti‑pledging: Directors prohibited from hedging or pledging company securities; no margin accounts .
- Director stock grant delivery mechanics require meaningful ownership (deferral until six months post‑service) .
Governance Assessment
-
Strengths:
- Independent director with deep finance/investment banking background; chairs both Compensation and Finance, indicating high engagement and subject‑matter competence .
- Robust director pay structure blends cash retainer and equity RSUs; deferral of share delivery until six months post‑service enhances long‑term alignment; dividend equivalents paid in cash only after vesting .
- Strong governance architecture: majority independent board; independent committees; anti‑hedging/anti‑pledging; clawback and risk management frameworks; regular executive sessions .
- Compensation Committee interlocks: none disclosed, reducing conflict risk; use of independent advisors and peer benchmarking for director compensation .
-
Monitoring points / RED FLAGS:
- Concentration of committee leadership (Compensation and Finance chaired by the same director) can be efficient but may centralize influence; continued board evaluations and independence checks are important mitigants .
- Personal beneficial ownership is modest (2,000 shares; 0.00%) though balanced by unvested RSUs and deferred delivery mechanics; ongoing tracking of ownership versus program objectives is prudent .
-
No related‑party transactions or pledging disclosed for Chapman; Audit Committee reviews material related party transactions; Overboarding policy limits service on >3 other public company boards without approval .