Mark McFarland
California ResourcesAbout Mark A. (Mac) McFarland
Mark A. (Mac) McFarland, 55, has served on CRC’s Board since October 2020 and is classified by the Board as a non-independent director due to his former employment as CRC President & CEO (Dec 2020–Apr 2023) . He is currently President, CEO, and a director of Talen Energy Corporation (since May 2023) and chairs the Board of CRC’s carbon management subsidiary, Carbon TerraVault Holdings, LLC (CTV) . McFarland holds an MBA from the University of Delaware and a BS in Civil Engineering (Environmental Concentration) from Virginia Tech; he received his professional engineer license in 1995 .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| California Resources Corporation | President & CEO | Dec 2020–Apr 2023 | Led CRC during post-emergence period; later continued Board service |
| GenOn Energy, Inc. | Executive Chairman; President & CEO | Exec Chair: not specified; President & CEO: Apr 2017–Dec 2018; Board service until Sep 2022 | Oversight of independent power producer; governance leadership |
| Luminant Holding Company LLC (subsidiary of Energy Future Holdings) | CEO; Chief Commercial Officer | CEO: 2013–2016; CCO: 2008–2013 | Led large IPP; commercial strategy |
| Energy Future Holdings Corporation | EVP, Corporate Development & Strategy | 2008–2013 | Corporate development leadership |
| Exelon Corporation | Various roles incl. SVP, Corporate Development | 1999–2008 | M&A and strategy |
External Roles
| Organization | Role | Tenure/Status | Notes |
|---|---|---|---|
| Talen Energy Corporation | President, CEO, and Director | Since May 2023 | Current operating executive and board member |
| Carbon TerraVault Holdings, LLC (CTV) | Chair of the Board | Current; CTV Board held 5 meetings in 2024 | Oversees CRC’s carbon management business |
| TerraForm Power, Inc. | Director | Former | Prior public company board service |
| Chaparral Energy, Inc. | Director | Former | Prior public company board service |
| Bruin E&P Partners, LLC | Director | Former | Prior board service |
Board Governance
- Independence: The Board determined McFarland is not independent due to his former employment as CRC’s CEO .
- Committee assignments (standing committees): None listed (Audit, Compensation, Finance, Nominating & Governance, Sustainability) .
- Subsidiary governance: Chair of CRC’s CTV Board; CTV Board members are McFarland (Chair), Bremner, Chapman, Kendall; held 5 meetings in 2024 .
- Attendance: In 2024, CRC’s Board held 11 meetings; each director attended at least 75% of Board and applicable committee meetings; independent directors held 4 executive sessions; directors are encouraged to attend the annual meeting and all serving directors attended in May 2024 .
- Board leadership: CRC separates CEO and Chair; independent Chair is Tiffany (TJ) Thom Cepak .
- Overboarding: Company policy limits service; all directors are compliant with the overboarding policy as of the proxy .
Fixed Compensation
| Component (2024) | Amount |
|---|---|
| Fees Earned or Paid in Cash | $156,000 |
| Stock Awards (RSUs, grant-date fair value) | $191,474 |
| Other Compensation (Dividend equivalents on vested RSUs) | $85,560 |
| Total | $433,034 |
RSU grant details (2024):
- Grant date: 5/3/2024
- RSUs granted: 3,705
- Stock price on grant date: $51.68
- Grant-date fair value: $191,474
- Delivery mechanics: Vested shares are not delivered until six months after end of Board service
- Program elements (unchanged in 2024): Annual cash retainer $125,000; Independent Chair $200,000; annual RSU grant $200,000 (Independent Chair $325,000); committee chair/member fees as disclosed; RSUs vest on first anniversary and are delivered six months post-service .
Performance Compensation
| Item | Policy/Status |
|---|---|
| Performance-based equity for directors | Not disclosed; director equity is RSUs time-based; Company states no option grants currently |
| Options for directors | Not currently granted; equity plan prohibits repricing/backdating |
| Anti-hedging/pledging | Prohibited for all directors, officers, employees |
| Clawbacks | Company maintains clawback policies for incentive-based compensation; primarily applicable to executives |
Note: CRC’s detailed performance metrics (e.g., TSR, EBITDAX, carbon management) apply to executive compensation programs; directors do not have disclosed performance scorecards tied to pay .
Other Directorships & Interlocks
| Company | Relationship to CRC | Potential Interlock/Conflict |
|---|---|---|
| Talen Energy Corporation | McFarland is CEO and Director | No CRC–Talen transactions disclosed; time commitment monitored under overboarding policy |
| CTV (CRC subsidiary) | McFarland is Chair of CTV Board | Governance oversight of carbon management business; reports to CRC Board |
| TerraForm Power, Chaparral Energy, Bruin E&P Partners | Former directorships | Historical roles; no current CRC transactions disclosed |
Expertise & Qualifications
- Senior leadership across power generation and E&P: GenOn (Exec Chair; President & CEO), Luminant (CEO/CCO), Energy Future Holdings (EVP Strategy), Exelon (SVP Corporate Development) .
- Engineering and finance credentials: BS Civil Engineering (Environmental Concentration), MBA; PE license obtained in 1995 .
- Carbon management governance: Chair of CTV Board, overseeing budgets, strategy, and performance metrics for CCS/DAC initiatives .
Equity Ownership
| Item | Amount/Status |
|---|---|
| Total beneficial ownership (common shares) | 16,872 shares |
| Ownership as % of shares outstanding | 0.02% (based on 90,646,665 shares as of Mar 10, 2025) |
| Unvested RSUs outstanding (12/31/2024) | 3,705 RSUs |
| Options (exercisable/unexercisable) | None disclosed; company not currently granting options |
| Shares pledged as collateral | Prohibited by policy (no pledging allowed) |
| Director ownership policy | RSU delivery deferred six months after end of service; “stock grant delivery mechanics” to promote meaningful ownership; no explicit director ownership multiple disclosed |
Governance Assessment
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Strengths:
- Deep operating and corporate development experience across energy and power, beneficial for CRC’s conventional assets and carbon management strategy .
- Structured director equity with deferred delivery promotes longer holding periods; anti-hedging/pledging reduces misalignment risk .
- Overboarding policy in place; Board reports all directors are compliant; clear separation of Chair and CEO supports oversight .
-
Risks/RED FLAGS:
- Non-independent status due to prior CEO role may temper perceived objectivity on management oversight; he holds leadership over CTV subsidiary governance (Chair), concentrating influence over a strategic business line .
- Dual role as a sitting CEO at Talen could pose time-commitment risk; continued monitoring under CRC’s overboarding policy is prudent (Company states all directors currently compliant) .
- Ownership alignment is modest at 0.02% of shares outstanding; while RSU deferral encourages holding, overall “skin-in-the-game” is relatively low in percentage terms .
-
Attendance & Engagement:
- Board met 11 times in 2024; all directors met minimum 75% attendance; independent directors held 4 executive sessions; CTV Board met 5 times—indicates active subsidiary governance on carbon management .
-
Compensation Alignment:
- Director pay mix balances cash ($156k) and equity RSUs ($191k) with dividend equivalents ($86k); no options or performance-based equity, consistent with market norms and risk control principles .
- Director program unchanged in 2024; committees may award chair/member fees per charter (McFarland not listed on standing committees) .
Overall implication: McFarland brings valuable operating depth and strategic perspective, especially for CTV, but his non-independent status and simultaneous CEO role elsewhere warrant continued oversight focus from independent committees and the Chair to mitigate conflict and ensure robust challenge and accountability .