2018 Guide to Effective Proxies

2.10 Board skills matrix | 161 6 TH EDITION | GUIDE TO EFFECTIVE PROXIES BRINKER INTERNATIONAL, INC. CALIFORNIA RESOURCES CORPORATION CBRE GROUP, INC. CHENIERE ENERGY, INC. INFORMATION ABOUT THE BOARD OF DIRECTORS Committees of the Board of Directors TheBoardofDirectorshasthefollowingstandingcommitteesandcurrentcommitteecomposition: BoardMembers Audit Committee Compensation Committee Governance& Nominating Committee JosephM.DePinto* ElaineL.Boltz M M HarrietEdelman M C MichaelA.George M M WilliamT.Giles C M GerardoI.Lopez M M GeorgeR.Mrkonic C M JoseLuisPrado M WymanT.Roberts** MeetingsDuringFiscal2017 12 6 4 C—CommitteeChair M—Member * ChairmanoftheBoard ** Astheonlynon-independentmemberoftheBoard,Mr.RobertsdoesnotserveonanyBoardcommittees. Board Skills and Core Competencies Our Board is comprised of directors who have a variety of skillsandcore competenciesasnotedinthe chartbelow: ExecutiveLeadership Financial Board/Governance Strategic Retail Marketing PercentageofBoardMembers 0 10 20 30 40 50 60 70 80 90 100 MakingPeopleFeelSpecial BrinkerInternational • 2017Notice&Proxy 3 2018 PROXY STATEMENT CorporateGovernance CALIFORNIA RESOURCES CORPORATION 13 Our Board of Directors At the time of the Spin-off, our Board of Directors was temporarily divided into three classes. One of the three classes has been elected each year on a rotating basis to succeed the directors of the subject class whose terms are expiring. Commencing with the election of the directors at the 2018 Annual Meeting, the Board of Directors will cease to be classified, and the directors elected at the 2018 Annual Meeting (and each annual meeting thereafter) shall be elected for a one-year term. Mr. Havner is not standing for reelection to the Board of Directors due to concerns raised by investors relating to his service on multiple boards while serving as the chief executive officer of a publicly traded company. This decision is not due to any disagreement with the Company on any matters relating to the Company’s operations, policies or practices. As a result, Mr. Havner’s term will expire at the 2018 Annual Meeting, at which time the size of the Board of Directors will be reduced from ten to nine directors. Set forth below is a chart that summarizes the core competencies of our Board, and biographical information regarding each of our directors as well as the specific experience, qualifications, attributes and skills that led to the conclusion that such individual should serve as director. There are no family relationships between any of our directors and executive officers. In addition, there are no arrangements or understandings between any of our executive officers or directors and any other person pursuant to which any person was selected as a director or an executive officer. Director Skills and Qualifications Operational Insights ● ● ● ● ● ● 6 of 10 Finance ● ● ● ● ● ● 6 of 10 Risk Management ● ● ● ● 4 of 10 Oil and Gas ● ● ● ● ● ● ● 7 of 10 Managerial Expertise ● ● ● ● ● ● ● ● ● ● 10 of 10 Corporate Governance ● ● ● ● ● 5 of 10 SummaryofDirectorCoreCompetencies Thefollowingchartsummarizesthecorecompetenciesofourdirectornominees. Our director nominees complement each other to create awell-rounded boardroom, and each adds: A deep commitment to stewardship A proven record of success Operations OurDirectors core competencies: Corporate Finance InternationalExperience Energy IndustryExperience Risk /CrisisManagement TradingFinancialCommodities Government /Regulatory Governance Unique and valuable insight International industry experience 6 9 11 11 11 8 6 11 Snapshot of 2018 Director Nominees • • • • AverageAge: 3Directors Ages36-45 2Directors Ages46-55 3Directors Ages56-65 3Directors Ages66-75 56.7Years AverageTenure is 6.7Years 0 - 3 Y e a r s 8 + Y e a r s 4 - 7 Y e a r s 3Directors 4Directors 4Directors MandatoryRetirementatAge75 3NewDirectorsSince2016 There are eleven nominees standing for election as directors at the Meeting. Each nominee, if elected, will hold office for a one-yeartermexpiringatthe2019AnnualMeetingofShareholdersandwillserveuntilhisorhersuccessorisdulyelectedand qualifiedoruntilhisorherearlierdeath,resignationorremoval.Eachofthedirectornomineeshasconsentedtoserveasadirector ifelectedorre-elected. Eachofthedirectornominees,otherthanMr.Mather,currentlyservesontheBoard.Mr.LanghamwasappointedtotheBoardon August 14, 2017 in accordance with the terms of the Nomination and Standstill Agreement entered into on August 21, 2015 amongtheCompany,IcahnCapitalLPandcertainaffiliatesofIcahnCapitalLP(the“StandstillAgreement”).Mr.Matherhasbeen nominated to replace current director John J. Lipinski and was brought to the attention of our Governance and Nominating CommitteeinaccordancewiththetermsoftheStandstillAgreement.Mr.Lipinskiwillnotstandforre-election. Directorsareelectedbyamajorityofvotescastwithrespecttosuchdirectornominee.Unlessyourproxyspecifiesotherwise,itis intendedthatthesharesrepresentedbyyourproxywillbevotedfortheelectionoftheseelevennominees.Ifyouareabeneficial owner,yourbank,brokerorotherholderofrecordisnotpermittedtovoteyoursharesonProposal1toelectdirectorsifthebank, broker or other holder of record does not receive specific voting instructions from you. Proxies cannot be voted for a greater numberofpersonsthanthenumberofnomineesnamed.TheBoardisunawareofanycircumstanceslikelytorenderanynominee unavailable. TheBoardrecommendsavote FOR theelectionoftheelevennomineesasdirectorsoftheCompanytoholdofficefora one-year term expiring at the 2019 Annual Meeting of Shareholders or until their successors are duly elected and qualified. Snapshotof2018DirectorNomineesOurdirectornomineescomplementeachothertocreateawell-roundedboardroom,andeachadds:AdeepcommitmenttostewardshipAprovenrecordofsuccessUniqueandvaluableinsightInternationalindustryexperienceOurDirectorscorecompetencies:Operations6CorporateFinance9InternationalExperience11EnergyIndustryExperience11Risk/CrisisManagement11TradingFinancialCommodities8Government/Regulatory6Governance11MandatoryRetirementatAge753NewDirectorsSince2016NoSpacing;AverageAge55.4yearsAveragetenure6.7years 8 CheniereEnergy,Inc. NoticeofAnnualMeetingofShareholdersand2018ProxyStatement Total of 02 pages in section PROPOSAL1 All potential candidates are interviewed by our CEO, our Board Chair, our Governance Committee Chair and, to the extent practicable, the other members of the Governance Committee, and may be interviewed by other directors and members of senior management as desired and as schedules permit. In addition, the General Counsel reviews a director questionnaire submitted by the candidate, and a background and reference check is conducted as appropriate. The Governance Committee then meets to consider and approve the final candidates, and either makes its recommendation to the Board to fill a vacancy and to add an additional Board member,orrecommendsaslateofcandidatestotheBoardfor nomination for election to the Board. The selection process for candidates is intended to be flexible, and the Governance Committee, inthe exercise ofitsdiscretion, maydeviatefrom the selection process when particular circumstances so warrant. The Governance Committee will also consider candidates recommended to our Board by our stockholders. See “Corporate Governance—Stockholder Recommendations and Nominations of Director Candidates—Stockholder Recommendations”onpage16formoreinformation. Director Skills Matrix We believe our director nominees bring a well-rounded variety of experiences, qualifications, attributes and skills, and represent a mix of deep knowledge of the company and freshperspectives. Thedirectorskillsmatrixbelowrepresents some of the key skills that our Board has identified as particularly valuable to the effective oversight of our company and the execution of our corporate strategy. This skills matrix highlights the depth and breadth of the skills of our director nominees. This director skills matrix is not intended to be an exhaustive list of each of our director nominees’ skills or contributions to the Board. Further informationoneachdirectornominee,includingsomeoftheir specific experience, qualifications, attributes and skills is set forth in the biographies on pages 10 to 13 of this Proxy Statement. FINANCE GLOBAL BUSINESS LEADERSHIP M&A OTHER PUBLIC COMPANY BOARD SERVICEANDGOVERNANCE TECHNOLOGY DIVERSITY BUSINESSOPERATIONS 9 5 8 9 9 9 7 8 CBRE - 2018ProxyStatement 9 BUSINESSOPERATIONSDIVERSITYFINANCEGLOBALBUSINESSLEADERSHIPM&AOTHERPUBLICCOMPANYBOARDSERVICEANDGOVERNANCETECHNOLOGY Total of 02 pages in section