Jay Bys

About Jay Bys

Jay A. Bys is Executive Vice President and Chief Commercial Officer of California Resources Corporation (CRC), serving as a Named Executive Officer (NEO) in 2024 and party to a 2021 employment agreement that governs compensation and severance . Company performance relevant to his incentive plan in 2024 included Adjusted EBITDAX above $1 billion, free cash flow of $355 million, adjusted net income of $317 million ($3.89 diluted EPS), and net cash from operations of $610 million; CRC also increased its dividend and returned ~85% of free cash flow to shareholders . Pay-versus-performance disclosures show 2024 total shareholder return (TSR) of 372 (index value), peer TSR 570, net income $376 million, and free cash flow $595 million, which underpin the AIP and PSU frameworks tied to absolute and relative TSR .

Past Roles

No public biographical or prior-role disclosures for Mr. Bys were included in the 2025 proxy; not provided by the company .

External Roles

No external directorships or roles for Mr. Bys were disclosed in the 2025 proxy .

Fixed Compensation

• Base salary and target bonus

  • Base salary increased from $540,000 (effective March 2023) to $562,000 (effective March 2024); 2024 SCT salary paid totaled $557,769 .
  • Target annual incentive: 100% of bonus-eligible salary for 2024 .

• 2024 AIP payout (company scorecard + individual performance)

  • Approved payout for Bys: $895,190, comprising $733,190 scorecard portion and $162,000 individual portion .
  • AIP scorecard for 2024 used two periods (pre- and post-Aera merger) and averaged results across both; the committee added a synergies metric post-merger .

• Retention bonus (for continuity during leadership changes)

  • Cash retention agreement granted in Feb 2023: total opportunity equal to one-times base salary (vested 20% at 6 months, 20% at 12 months, 60% at 18 months; final 80% vested/payable in Feb and Aug 2024). 2024 SCT shows bonus column includes retention payouts .

Multi-year compensation (SCT)

Performance Compensation

• AIP design and metrics

  • 2024 scorecard emphasized capital efficiency, controllable costs, financial results (Adjusted EBITDAX, FCF), and sustainability; post-Aera, a synergies metric was added. The committee averaged the two half-year scorecards to determine final AIP results .
  • Sustainability weighting: 30% in 2024 AIP; 25% ESG weighting in 2025 AIP .

• 2024 Long-Term Incentive Grants (mix and vesting)

  • Awards split 60% PSUs and 40% RSUs; designed to vest over three years. PSU performance is based on cumulative TSR and TSR relative to the XOP index; payouts range 0–200% with matrices defined for 3-year and 2-year awards .
  • 2024 RSU grant to Bys: 17,059 units, grant-date fair value $935,174; target value $896,000; vests one-third on 2/22/2025, 2/22/2026, and 2/22/2027 .
  • 2024 PSU grant to Bys: 25,589 target units, grant-date fair value $1,517,428; target value $1,344,000; performance period 1/1/2024–12/31/2026; cliff vest/settle post-committee certification on 2/22/2027 .

• Outstanding equity awards (as of 12/31/2024)

  • 2023 RSUs (unvested): 14,215 units ($737,616) and 7,107 units ($368,782) .
  • 2024 RSUs (unvested): 17,059 units ($885,192) .
  • 2023 PSUs: 2-year PSU achieved 156% payout; 33,264 earned units scheduled to vest on 2/23/2025; 3-year PSU shows 63,968 max units (performance-dependent) cliff vest on 2/23/2026 .
  • 2024 PSUs: 25,589 target units (performance-dependent) cliff vest on 2/22/2027 .

• Stock vested and delivered in 2024

  • Shares acquired on vesting: 97,819; value realized: $5,076,011; tax-withheld shares canceled: 59,604 .

2024 incentive structure details (illustrative)

Equity Ownership & Alignment

• Beneficial ownership (as of 3/10/2025): 104,825 shares; 0.12% of outstanding .
• Vested vs. unvested (as of 12/31/2024):
  • Unvested RSUs: 14,215 ($737,616), 7,107 ($368,782), 17,059 ($885,192) .
  • PSUs outstanding: 33,264 (earned, vest 2/23/2025), 63,968 (max contingent, vest 2/23/2026), 25,589 (target contingent, vest 2/22/2027) .
• Ownership guidelines: 3× salary for NEOs; expected to reach within five years (executives at emergence: five years from Oct 2020) .
• Anti-hedging/anti-pledging: Company policy prohibits hedging and pledging of CRC securities .
• Clawbacks: Compliant SEC/NYSE clawback for incentive-based comp tied to financial reporting; separate misconduct clawback applies .

Ownership snapshot

Employment Terms

• Employment agreement (2021)
  • Automatic one-year renewals unless 90 days’ notice; base salary initially $500,000; target bonus 100%; LTIP target value not less than 220% of salary starting 2023; covered by D&O insurance .
• Severance and change-in-control economics
  • Without cause/for good reason: 18 months of base salary; one-times target bonus; up to 24 months healthcare differential reimbursement .
  • Qualifying change-in-control with termination: 18 months base salary; 1.5× target bonus; healthcare reimbursement .
  • RSUs: pro-rata vest on termination without cause/good reason/disability; 100% vest if terminated within 12 months post-qualifying change-in-control or due to death .
  • PSUs: pro-rata vest on termination (including after change-in-control), remain outstanding subject to performance; forfeiture on voluntary resignation without good reason .
• Potential payments (as of 12/31/2024, illustrative)
  • Without cause/for good reason: Annual bonus $562,000; severance $843,000; equity awards $4,142,319; medical benefits $39,923 .
  • Change-in-control with termination: Annual bonus $562,000; severance $1,124,000; equity awards $5,195,872; medical benefits $53,231 .

AIP individual performance highlights (2024)

• Integrated legacy Aera and CRC physical commodity positions and hedge book; reduced residual gas price risk .
• Achieved record RA generating capacity clearing at Elk Hills; materially improved API-related realizations and volumes via diluent injection, blending, and contract optimization (e.g., Brent-based pricing migrations) .
• Optimized gas logistics between Elk Hills and Belridge; various gas supply improvements post-Aera integration .
• Supported commodity-related inputs for Carbon TerraVault initiatives .

Investment Implications

• Pay-for-performance alignment is robust: 83%+ of NEO compensation at risk; LTIs majority PSUs tied to absolute and relative TSR (XOP), reducing windfall risk and increasing performance sensitivity .
• Upcoming vest events create calendar-linked supply: 2023 2-year PSUs vest on 2/23/2025 (earned 156%); 2023 3-year cliff on 2/23/2026; 2024 PSU cliff on 2/22/2027—monitor potential share delivery and tax-withholding cancellations around those dates for selling pressure signals .
• Insider selling risk mitigants: Anti-hedging/anti-pledging policy and SEC/NYSE-compliant clawback reduce misalignment and opportunistic trading; stock ownership guidelines target 3× salary for sustained alignment .
• Retention risk appears contained: 2023 retention bonuses fully vested/paid in 2024; employment agreement provides severance/change-in-control protections, suggesting stability of tenure and manageable transition costs .
• Market supply from major holders: Post-Aera merger lock-ups for IKAV and CPPIB phase out through Jan 1, 2026, enabling increasing sell-downs—this can affect CRC trading liquidity and price; while not specific to Bys, it is a relevant stock-level overhang to monitor .
• Say-on-pay support and governance: >95% approval in 2024; double-trigger CIC, no option repricing, and committee independence point to shareholder-friendly compensation oversight .