Tiffany Cepak
California ResourcesAbout Tiffany Cepak
Tiffany (TJ) Thom Cepak is the Independent Chair of California Resources Corporation’s Board, serving since October 2020; she is 52, with 29 years of energy-industry experience across financial and operational roles. She previously served as CFO at Energy XXI Gulf Coast Inc. (2017–2018), KLR Energy/Rosehill Resources (2015–2017), and EPL Oil & Gas, advancing from engineering and reserves to IR, Treasurer, and EVP/CFO; earlier, she was a Senior Reservoir Engineer at Exxon/ExxonMobil. Education: B.S. in Engineering (University of Illinois) and MBA in Management with Finance concentration (Tulane University). She is independent under NYSE standards and currently serves as Member of the Finance Committee and Chair of the Board at CRC .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Energy XXI Gulf Coast Inc. | Chief Financial Officer | Aug 2017 – Oct 2018 | Senior financial leadership during E&P operations |
| KLR Energy / Rosehill Resources Inc. | Chief Financial Officer | Jan 2015 – Jun 2017 | Led finance through SPAC/business combination transition |
| EPL Oil & Gas, Inc. | CFO; EVP (from Jan 2014); earlier: Senior Asset Mgmt Engineer; Director Corporate Reserves; Director IR; VP, Treasurer & IR; PFO; SVP | ~2001 – Jun 2014 | Elevated from engineering to finance/IR; CFO through sale of EPL |
| Exxon Production Company / ExxonMobil | Senior Reservoir Engineer | Pre-2001 | Offshore GOM reservoir and subsurface completion engineering |
External Roles
| Company | Role | Tenure | Notes |
|---|---|---|---|
| Patterson-UTI Energy | Director | Since Aug 2014 | Oilfield services; drilling, pressure pumping, directional drilling |
| Baytex Energy Corp. | Director | Since Jun 2023 | Predecessor: Ranger Oil Corporation director (Sep 2019 – merger with Baytex) |
| EnLink Midstream, LLC | Director | Dec 2021 – Jan 2025 | Service ended upon acquisition by ONEOK (Jan 2025) |
| Yates Petroleum Corporation | Director | Oct 2015 – Oct 2016 | E&P board service |
Board Governance
- Independence: Board determined Ms. Cepak is independent under NYSE standards .
- Board leadership: CRC separates CEO and Chair; Ms. Cepak presides over all Board meetings and executive sessions as Independent Chair .
- Committees: Finance Committee member; not listed on Audit/Compensation/Nominating & Governance/Sustainability .
- Attendance: In 2024, the Board held 11 meetings; each director attended at least 75% of Board and committee meetings; 4 executive sessions of independent directors were held .
| Governance Metric (2024) | Value |
|---|---|
| Board meetings held | 11 |
| Executive sessions held | 4 |
| Director attendance threshold | ≥75% for each director |
| Independence status | Independent director |
| CRC committee assignment | Finance Committee member |
Fixed Compensation
- Program elements for non-employee directors (unchanged in 2024):
- Annual cash retainer: $125,000; Independent Chair retainer: $200,000 .
- Annual RSU grant: $200,000 grant value; Independent Chair: $325,000 grant value; vests on first anniversary; delivery six months after end of Board service .
- Committee fees (paid quarterly): Audit/Sustainability/Finance/Special Committees chair $31,000; Compensation/Nominating & Governance chair $22,000; Audit/Sustainability/Finance/Special Committees member $16,000; Compensation/Nominating & Governance member $11,000 .
| Element | Amount / Terms |
|---|---|
| Independent Chair cash retainer | $200,000 per year |
| Independent Chair annual RSU grant | $325,000 grant value; vests in 1 year; shares delivered 6 months post-service |
| Finance Committee member fee | $16,000 per year |
| 2024 Director Compensation (Cepak) | Amount ($) |
|---|---|
| Fees earned or paid in cash | $216,000 |
| Stock awards (RSUs, GAAP fair value) | $311,165 |
| Other compensation (dividend equivalents) | $66,751 |
| Total | $593,916 |
| 2024 RSU Grant Details (Cepak) | Value |
|---|---|
| Grant date | May 3, 2024 |
| RSUs granted | 6,021 |
| Stock price on grant date | $51.68 |
| GAAP grant-date fair value | $311,165 |
| Vesting | First anniversary of grant; delivery 6 months post-service |
Notes: RSU counts are based on grant value divided by 10-day VWAP; GAAP fair value reflects closing price × units. Dividend equivalents on vested RSUs are paid in cash within 60 days of dividend payment date .
Performance Compensation
- CRC does not grant stock options or option-like awards to directors; director equity is time-based RSUs, not performance-based .
- No director-specific performance metrics (e.g., TSR, EBITDAX) are applied to director compensation; performance metrics cited in the proxy relate to executive (NEO) pay .
Other Directorships & Interlocks
| Company | Relationship to CRC | Potential Interlock Considerations |
|---|---|---|
| Patterson-UTI Energy | Unaffiliated public company | No related-party transactions disclosed involving Ms. Cepak; Audit Committee reviews material related party transactions |
| Baytex Energy Corp. (incl. Ranger Oil predecessor) | Unaffiliated public company | No related-party transactions disclosed involving Ms. Cepak |
| EnLink Midstream, LLC (acquired by ONEOK, Jan 2025) | Unaffiliated public company | Service ended Jan 2025; no CRC-related transactions disclosed involving Ms. Cepak |
| Yates Petroleum Corporation | Unaffiliated | No CRC-related transactions disclosed |
The Nominating & Governance Committee annually evaluates director independence and potential conflicts; all directors were compliant with CRC’s overboarding policy as of the proxy date .
Expertise & Qualifications
- 29 years in energy across finance, operations, and engineering; CFO tenures at multiple E&Ps indicate deep capital markets and operational finance expertise .
- Engineering foundation (University of Illinois) and MBA in Finance (Tulane) supports technical and financial oversight in upstream and midstream contexts .
- Board leadership experience across Patterson-UTI, Baytex/Ranger, EnLink, Yates; current CRC role as Independent Chair enhances board effectiveness and oversight .
- Current CRC committee assignment: Finance Committee, consistent with balance-sheet and capital structure risk oversight .
Equity Ownership
| Ownership Item | Value |
|---|---|
| Beneficial ownership (as of Mar 10, 2025) | 10,000 shares; 0.01% of outstanding |
| Unvested RSUs outstanding (as of Dec 31, 2024) | 6,021 RSUs |
| Hedging/Pledging | Prohibited for directors under Insider Trading Policy |
| Director equity delivery mechanics | Vested RSUs delivered 6 months after end of Board service |
CRC highlights “stock grant delivery mechanics for directors that require meaningful stock ownership,” supporting alignment; explicit numeric director ownership guidelines are not disclosed in the proxy .
Governance Assessment
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Positive signals:
- Independent Chair with separated CEO/Chair roles; Ms. Cepak presides over executive sessions, reinforcing independent oversight .
- Strong attendance culture and active Board cadence (11 meetings in 2024; 4 executive sessions), indicating engagement .
- Director compensation design emphasizes equity via RSUs and defers share delivery until six months post-service, bolstering long-term alignment; anti-hedging/pledging policy reduces misalignment risk .
- Formal independence determinations and annual overboarding review; Ms. Cepak confirmed independent .
-
Compensation and incentives:
- As Independent Chair and Finance Committee member, 2024 cash fees of $216,000 reflect $200,000 Chair retainer plus committee member fee; RSU grant fair value $311,165 and dividend equivalents $66,751; total $593,916, mixing cash and at-risk equity exposure .
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Conflicts and related-party exposure:
- No material related-party transactions disclosed involving Ms. Cepak; Audit Committee monitors such matters; Nominating & Governance manages conflict risks; director selection for Ms. Cepak not subject to stockholder nomination agreements (applied to IKAV/CPPIB nominees) .
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RED FLAGS:
- None disclosed specific to Ms. Cepak regarding attendance shortfalls, pledging/hedging, or related-party transactions; all directors comply with overboarding policy per proxy .