James Jackson

About James R. Jackson

James R. Jackson (age 48) is an independent director of California Resources Corporation (CRC) who joined the Board on July 1, 2024. He is a Managing Director in the Sustainable Energies Group at CPP Investments (CPPIB), with 18 years of prior technical and executive experience across public and private E&Ps, and holds a B.S. in Chemical and Petroleum Engineering (Distinction) from the University of Calgary; he is a licensed professional engineer and a CFA Charterholder. At CRC, Jackson serves on the Sustainability Committee; he was previously a director of Aera Energy LLC until its merger with CRC in July 2024. The Board has determined Jackson is independent under NYSE listing standards .

Past Roles

External Roles

Board Governance

• Independence: The Board determined Jackson (and eight of ten directors) are independent under NYSE standards; CEO Francisco J. Leon and former CEO Mac McFarland are not independent due to employment relationships .
• Committee assignments: Member, Sustainability Committee; the Committee held 9 meetings in 2024 and is composed entirely of independent directors .
• Attendance and engagement: In 2024 the Board met 11 times; each director attended at least 75% of Board and applicable committee meetings during their term. Independent directors held four executive sessions without management .
• Nomination rights/interlocks: Under Stockholder Agreements executed at the Aera Merger closing, CPPIB has the right to nominate one director while owning ≥5% of CRC; CPPIB nominated Jackson. Standstill provisions limit CPPIB and its affiliates’ ownership growth, proxy solicitation, change-of-control proposals, and additional Board representation, with conditions for termination of the standstill .

Fixed Compensation

Director program elements (policy-level):

• Annual cash retainer: $125,000; Independent Chair: $200,000 .
• Annual RSU grant: $200,000 grant value; Independent Chair: $325,000; RSUs vest on first anniversary; shares delivered six months after end of Board service .
• Committee fees (annual): Chair—Audit/Sustainability/Finance/Special $31,000; Chair—Compensation/Nominating & Governance $22,000; Member—Audit/Sustainability/Finance/Special $16,000; Member—Compensation/Nominating & Governance $11,000 .
• No per-meeting fees disclosed .

Performance Compensation

• Outstanding unvested RSUs at 12/31/2024: Jackson 3,365 units (reflects 2024 grant) .
• Director RSUs are time-based; no performance metrics are tied to director equity awards (performance metrics disclosed apply to executive compensation, not director pay) .

Other Directorships & Interlocks

Expertise & Qualifications

• Energy investing and operations: Origination, execution, and portfolio management in upstream and energy transition at CPPIB .
• Technical credentials: B.S. Chemical & Petroleum Engineering (Distinction), licensed professional engineer .
• Financial credentials: CFA Charterholder .
• Board-level sustainability oversight: Member, CRC Sustainability Committee .

Equity Ownership

• Anti-hedging/anti-pledging: CRC Insider Trading Policy prohibits hedging and pledging of Company securities, supporting alignment with shareholders .
• Director stock delivery mechanics: Vested RSU shares are not delivered until six months after end of Board service, reinforcing long-term alignment .

Governance Assessment

• Strengths

  • Independent status affirmed despite CPPIB affiliation; standing committees (including Sustainability) are entirely independent .
  • Active committee engagement: Sustainability Committee with 9 meetings in 2024, indicating robust oversight of HSE, community engagement, and decarbonization strategy .
  • Alignment features: Time-based RSUs with deferred share delivery post-service; anti-hedging/anti-pledging policy .
  • Board process quality: Annual evaluations, majority voting, frequent independent executive sessions, and overboarding policy compliance .

• Potential Risks/Watch Items

  • Shareholder interlock: CPPIB’s 11.59% ownership plus nomination rights could create perceived influence; mitigated by standstill restrictions and independence determination, but remains an interlock to monitor .
  • Ownership alignment: As of March 10, 2025, Jackson reports no beneficially owned common shares; alignment relies on unvested RSUs and deferred delivery mechanics .

• Signals

  • Board attendance and engagement: The Board met 11 times in 2024; all directors met the ≥75% attendance threshold, suggesting adequate engagement during and after board refreshment in 2024 .
  • Sustainability oversight: Jackson’s committee role aligns with CRC’s carbon management strategy and HSE priorities, a material focus area for investor ESG diligence .