William Roby
California ResourcesAbout William B. Roby
William B. Roby, 65, has served as an independent director of California Resources Corporation since October 2020. He is CEO of Shepherd Energy, LLC (since 2015), previously COO of Sheridan Production Company (2013–2014), and held senior operating roles at Occidental Petroleum (SVP, Worldwide Operations and Production/Facility Engineering, 2000–2013), following leadership roles at Altura Energy and 15 years at Shell Oil. He serves on the board of Vermilion Energy Inc. (since 2017) and holds a B.S. in Mechanical Engineering from Louisiana State University .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Shepherd Energy, LLC | Chief Executive Officer | 2015–present | Energy consulting leadership |
| Sheridan Production Company, LLC | Chief Operating Officer | 2013–2014 | Operational leadership |
| Occidental Petroleum Corporation | SVP, Worldwide Operations & Production/Facility Engineering (most recent) | 2000–2013 | Global operations, production engineering |
| Altura Energy Ltd. (Shell/Amoco JV) | Vice President of Operations | Pre-2000 | Permian operations leadership |
| Shell Oil Company | Managerial and engineering roles | ~15 years | Upstream operations |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Vermilion Energy Inc. | Director | 2017–present | International E&P governance |
Board Governance
- Committee assignments: Chair, Sustainability; Member, Audit; Member, Compensation; Member, Nominating & Governance .
- Independence: Board determined Roby is independent under NYSE standards .
- Attendance and engagement: Board held 11 meetings in 2024; each director attended at least 75% of Board and committee meetings; 4 executive sessions of independent directors; directors attended the May 2024 annual meeting .
- Committee workloads (2024): Audit—7 meetings; Compensation—7; Nominating & Governance—4; Sustainability—9 .
| Committee | Role | 2024 Meetings |
|---|---|---|
| Sustainability | Chair | 9 |
| Audit | Member | 7 |
| Compensation | Member | 7 |
| Nominating & Governance | Member | 4 |
- Governance mechanics: Independent Chair (Tiffany (TJ) Thom Cepak); separate CEO and Chair roles . Overboarding policy limits service to no more than three other public company boards without approval; all directors are compliant .
- Related-party oversight: Audit Committee composed entirely of independent directors; reviews material related party transactions and major risk exposures (including cybersecurity) .
- Trading/pledging safeguards: Anti-hedging and anti-pledging policy prohibits directors from hedging or pledging CRC securities .
Fixed Compensation
| Component ($) | 2023 | 2024 |
|---|---|---|
| Fees Earned or Paid in Cash | $179,429 | $186,208 |
| Stock Awards (RSUs grant-date fair value) | $203,675 | $191,474 |
| Other Compensation (dividend equivalents) | $37,863 | $45,632 |
| Total | $420,967 | $423,314 |
Program elements (non-employee directors, unchanged in 2024):
- Annual cash retainer $125,000; Independent Chair $200,000 .
- Annual RSU grant $200,000; Independent Chair $325,000; vests on first anniversary; delivery of vested shares occurs six months after end of Board service .
- Fees: Committee chair (Audit/Sustainability/Finance/Special) $31,000; chair (Compensation/Nominating & Governance) $22,000; committee member (Audit/Sustainability/Finance/Special) $16,000; committee member (Compensation/Nominating & Governance) $11,000 .
Performance Compensation
- Directors do not receive options or performance-based equity; CRC does not grant stock options or option-like awards to employees or directors .
- RSU grant details (2024): Roby granted 3,705 RSUs on 5/3/2024; stock price $51.68; grant-date fair value $191,474; RSUs vest on first anniversary; delivery six months post-service .
| Grant Date | RSUs Granted | Stock Price on Grant Date | Grant-Date Fair Value |
|---|---|---|---|
| 5/3/2024 | 3,705 | $51.68 | $191,474 |
As a Compensation Committee member, Roby participates in oversight of executive pay-for-performance; 2024 most important performance measures for executives were Free Cash Flow, Adjusted EBITDAX, E&P Capital Efficiency, Carbon Management Projects, and Combined Company Synergies .
Other Directorships & Interlocks
| Company | Role | Potential Interlocks/Conflicts |
|---|---|---|
| Vermilion Energy Inc. | Director | None disclosed by CRC; Audit Committee oversees related-party transactions . |
Expertise & Qualifications
- Core credentials: Mechanical engineering degree (LSU); decades of upstream operations and production engineering leadership across Shell, Altura, Occidental; COO experience; current energy consulting CEO .
- Financial literacy: Audit Committee members (including Roby) determined financially literate with accounting/financial management expertise under NYSE standards .
Equity Ownership
| Holder | Shares Beneficially Owned | % of Class | Reference Date |
|---|---|---|---|
| William B. Roby | 9,570 | 0.01% | March 10, 2025 (90,646,665 shares outstanding) |
| Unvested Director RSUs (as of 12/31/2024) | Units |
|---|---|
| Roby | 3,705 |
- Hedging/pledging: Company policy prohibits hedging and pledging by directors .
- Director stock ownership mechanics: RSU shares delivered six months after Board service ends, supporting ownership alignment .
Governance Assessment
- Strengths: Independent status; significant committee responsibilities including chairing Sustainability; robust committee activity (27 committee meetings across his committees in 2024); Board executive sessions; explicit oversight of related-party transactions; anti-hedging/pledging; director equity with delayed delivery promotes long-term alignment .
- Compensation alignment: Balanced cash retainer, committee fees, and annual RSUs; no options or performance equity for directors; modest YoY change in Roby’s total director compensation ($420,967 → $423,314) .
- Independence and attendance: Board affirmed independence; at least 75% attendance; participation in annual meeting .
- RED FLAGS: None disclosed regarding related-party transactions, hedging/pledging, or low attendance; overboarding policy compliance affirmed .
- Additional signals: As a Compensation Committee signatory, Roby endorsed the inclusion of CD&A in the proxy; committee has authority to retain independent advisors; say-on-pay proposal presented annually, with Board recommending “FOR” in 2025 .