bry-20240410

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934 (Amendment No. )


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BERRY CORPORATION (bry)
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NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

OF BERRY CORPORATION (BRY)

TO BE HELD ON MAY 23, 2024

To the Valued Stockholders of Berry Corporation (bry):

The 2024 Annual Meeting of Stockholders (including any postponement or adjournment thereof, the “Annual Meeting”) of Berry Corporation (bry) (NASDAQ: BRY) (the “Company”) will be held in a virtual meeting format only on May 23, 2024 at 10:00 A.M. ET via the Internet at www.virtualshareholdermeeting.com/BRY2024 with registration and log-in beginning at 9:45 A.M. ET on that date. You will not be able to attend the Annual Meeting in person. Stockholders attending the meeting virtually will have the ability to fully participate in the Annual Meeting, including the ability to ask questions and vote during the meeting.

The Annual Meeting is being held for the following purposes:

1.To elect the six director nominees named in the accompanying proxy statement for the Annual Meeting (the “Proxy Statement”) to serve until the 2025 Annual Meeting of Stockholders or until the earlier of each such director's death, resignation, retirement, disqualification or removal;

2.To approve a non-binding resolution regarding the compensation of named executive officers for 2023 (say-on-pay);

3.To approve a non-binding resolution regarding the frequency of stockholder votes on the compensation of named executive officers (say-on-frequency); and

4.To ratify the selection of KPMG LLP as the Company's independent registered public accounting firm for the fiscal year ending December 31, 2024.

These proposals are further described in the accompanying Proxy Statement, which is being provided to you by the Company's Board of Directors (the “Board”) in connection with the Company's solicitation of proxies to be voted during the Annual Meeting. We will also transact such other business, and consider and take action, as appropriate, on such other matters that may properly come before the Annual Meeting.

The Board fixed the close of business on March 27, 2024, as the Record Date for determining the stockholders that have the right to receive notice of, attend, participate, and vote during the Annual Meeting. Please be sure to follow the instructions found in your proxy materials to register as a stockholder. Participants who are registered as stockholders and attending the meeting virtually will have the ability to fully participate in the Annual Meeting, including the ability to ask questions and vote during the meeting, from any remote location that has Internet connectivity.

Your vote is important to us. Regardless of whether you plan to attend the Annual Meeting, we hope you vote as soon as possible. You may vote your shares online (www.proxyvote.com) or by telephone (1-800-690-6903) in advance of the meeting; your vote must be submitted by 11:59 P.M. ET on May 22, 2024. You may also vote by mailing your proxy card in the pre-addressed envelope you will receive if you request printed proxy materials. Additionally, you may vote during the Annual Meeting virtually at www.virtualshareholdermeeting.com/BRY2024, even if you previously submitted your vote and wish to

change it. If your shares are held in a bank or brokerage account, please refer to the proxy materials provided by your bank or broker for voting instructions. Please see the Proxy Statement for additional instructions on how to vote and attend the Annual Meeting.

IMPORTANT NOTICE REGARDING THE AVAILABILITY

OF PROXY MATERIALS FOR THE ANNUAL MEETING OF STOCKHOLDERS

OF BERRY CORPORATION (BRY) TO BE HELD ON MAY 23, 2024

The Notice of Annual Meeting of Stockholders, the accompanying Proxy Statement, proxy card and our 2023 Annual Report to Stockholders (which includes the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2023) have been made available free of charge on our website at www.bry.com and www.proxyvote.com. Stockholders are being notified of the availability of these materials via the Company's delivery of a Notice of Annual Meeting of Stockholders commencing on or about April 10, 2024.

On behalf of the Company and the Board, thank you for your continued support.

By Order of the Board,

Jordan D. Scott
Vice President, General Counsel and Corporate Secretary
April 10, 2024

TABLE OF CONTENTS



						Page
PROXY HIGHLIGHTS						2
PROPOSAL NO. 1—ELECTION OF DIRECTORS						12
CORPORATE GOVERNANCE						24
EXECUTIVE OFFICERS						33
SOCIAL RESPONSIBILITY AND ESG						35
STOCKHOLDER ENGAGEMENT & COMMUNICATION WITH THE BOARD						41
PROPOSAL NO. 2—APPROVAL OF A NON-BINDING RESOLUTION REGARDING THE COMPENSATION OF NAMED EXECUTIVE OFFICERS FOR 2023 (SAY-ON-PAY)						42
PROPOSAL NO. 3—APPROVAL OF A NON-BINDING RESOLUTION REGARDING THE FREQUENCY OF STOCKHOLDER VOTES ON THE COMPENSATION OF NAMED EXECUTIVE OFFICERS (SAY-ON-FREQUENCY)						44
PROPOSAL NO. 4 —RATIFICATION OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM						45
OTHER AUDIT COMMITTEE MATTERS						46
EXECUTIVE COMPENSATION						48
DIRECTOR COMPENSATION						76
OTHER COMPENSATION INFORMATION						79
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT						80
CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS						83
ABOUT BERRY						85
ABOUT THE ANNUAL MEETING						87
OTHER INFORMATION						92
NON-GAAP FINANCIAL MEASURES AND RECONCILIATIONS						95
PROXY CARD						100

(This page has been left blank intentionally.)

BERRY CORPORATION (bry)

16000 N. Dallas Pkwy. Suite 500

Dallas, Texas 75248

PROXY STATEMENT
2024 ANNUAL MEETING OF STOCKHOLDERS

These proxy materials are being furnished to you by the Board of Directors (the “Board”) of Berry Corporation (bry), a Delaware corporation (NASDAQ: BRY), in connection with the solicitation of proxies for our 2024 Annual Meeting of Stockholders (including any postponement or adjournment thereof, the “Annual Meeting”), to be held in a virtual meeting format only on May 23, 2024 at 10:00 A.M. ET via the Internet at www.virtualshareholdermeeting.com/BRY2024 with registration and log-in beginning at 9:45 A.M. ET that day. You will not be able to attend the Annual Meeting in person. The Annual Meeting is being held for the purposes summarized in the accompanying Notice of Annual Meeting of Stockholders and explained in this Proxy Statement.

The Board fixed the close of business on March 27, 2024, as the record date for determining the stockholders that have the right to receive notice of, attend, participate, and vote during the Annual Meeting (the “Record Date”). Please be sure to follow the instructions found in your proxy materials to register as a stockholder. If your shares are held in a bank or brokerage account, please refer to the proxy materials provided by your bank or broker for voting instructions. Participants who are registered as stockholders and attending the meeting virtually will have the ability to fully participate in the Annual Meeting, including the ability to ask questions and vote during the meeting, from any remote location that has Internet connectivity.

The Notice of Annual Meeting of Stockholders, this Proxy Statement, a proxy card and our 2023 Annual Report to Stockholders (which includes the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2023) (collectively, the “Proxy Materials”) have been made available free of charge on our website at www.bry.com and www.proxyvote.com. Stockholders are being notified of the availability of these materials via the Company's delivery of a Notice of Annual Meeting of Stockholders commencing on or about April 10, 2024.

We are using a U.S. Securities and Exchange Commission (“SEC”) rule that allows us to use the Internet as the primary means of furnishing the Proxy Materials to stockholders. You may follow the instructions in this Proxy Statement to elect to receive future Proxy Materials in print by mail or electronically by email. We encourage stockholders to take advantage of the availability of electronic Proxy Materials to help reduce the environmental impact, as well as the costs, of our annual stockholders meeting.


2024 Annual Meeting of Stockholders

Date & Time:			Thursday, May 23, 2024 at 10:00 A.M. ET
Location:			Virtually via the Internet at www.virtualshareholdermeeting.com/BRY2024 (log-in begins at 9:45 A.M. ET)
Record Date:			March 27, 2024


Proposals		Required Vote	The Board's Recommendation

1	Elect the six director nominees named in the Proxy Materials, each to serve a one-year term: •Fernando Araujo •Renée Hornbaker •Anne Mariucci •Donald Paul •Rajath Shourie •James Trimble	Plurality of Votes Cast For Each Nominee	Vote FOR ALL
2	Approve a non-binding resolution regarding the compensation of named executive officers for 2023 (“Say-on-Pay”)	Majority of Votes Cast on the Matter	Vote FOR
3	Approve a non-binding resolution regarding the frequency of stockholder votes on the compensation of named executive officers (“Say-on-Frequency”)	Frequency that Receives the Plurality of Votes Cast	Vote ONE YEAR
4	Ratify the selection of KPMG LLP as the Company's independent registered public accounting firm for the fiscal year ending December 31, 2024	Majority of Votes Cast on the Matter	Vote FOR


How to Vote

: Online			www.proxyvote.com (Must vote by 11:59 P.M. ET on May 22, 2024)
) Call Toll-Free			1-800-690-6903 (Must vote by 11:59 P.M. ET on May 22, 2024)
* By Mail			Follow the instructions on your proxy card we have provided you
8 During the Annual Meeting (Virtually)			Shareholders attending the Annual Meeting virtually may vote by going to www.virtualshareholdermeeting.com/BRY2024


Board Excellence


•Annual elections for all directors (Board is not classified). •Director Resignation Policy that requires any director nominee who receives fewer favorable than unfavorable votes to promptly tender their resignation. •Five of six directors are independent (above the NASDAQ requirement for a majority to be independent). •Independent Board Chair effective March 1, 2024, (and provision for a Lead Independent Director in the Corporate Governance Guidelines if the Board Chair is not independent). •Independent directors meet regularly in executive sessions. •Only independent directors serve on our Audit, Compensation and Nominating and Governance Committees; each member of the Audit Committee meets the heightened independence standards for audit committee members and each member of the Compensation Committee meets the heightened independence standards for compensation committee members under the applicable SEC and NASDAQ rules. •Our Board’s commitment to diversity is reflected in our Corporate Governance Guidelines, which includes an affirmative commitment that gender and ethnically diverse candidates will be included in director searches. The Board is currently composed of 33% women (comprising 40% of the independent directors) and reflects representation from backgrounds (including ethnicities/races) that are underrepresented in our industry.			•Each committee operates under a written charter that has been approved by the Board and is publicly available; among other matters, each committee has the authority to retain independent advisors. •On an annual basis, the full Board and each committee undertakes a self-assessment of its and their performance and effectiveness; each committee also reviews its charters and the corporate governance policies, procedures and practices that are within its scope of responsibilities. •The Board conducts an annual performance review of our executive officers and periodically reviews succession planning for the CEO and executive leadership team. •No outside director sits on more than three other public company boards and our CEO does not currently serve on any other public company board. Our Corporate Governance Guidelines restrict directors from serving on more than four public company boards (inclusive of the Company), and any director who serves as the chief executive officer of a public company from simultaneously serving on more than two public company boards (inclusive of the Company), and our Audit Committee Charter restricts members from serving on the audit committees of more than two other public company boards. •The Board oversees the Company’s sustainable business and ESG-related strategy as part of its oversight of our corporate strategy and enterprise risk management program. Each of the Nominating and Governance, Compensation, and Audit Committees assists the Board in discharging its oversight of our ESG-related risks and activities and monitors our ESG-related strategy, goal setting and performance, including our efforts to capitalize on opportunities aligned with our commitments and manage the related risks, as well as how we report on such matters. •The Compensation Committee has oversight responsibility with respect to the Company’s human capital management efforts, including our employment and compensation policies, programs, processes and practices, which are designed to support our workforce diversity, equity and inclusion goals. •The Audit Committee assists the Board in exercising oversight of the Company’s cybersecurity, information security, and information technology risks.


Stockholder Rights


•Permit stockholders holding at least 25% of our outstanding voting stock to call a special meeting.			•Permit stockholders to act by written consent. •No stockholder rights plan (also known as a “poison pill”) in effect.


Long-Term Stockholder Alignment


•Meaningful stock ownership guidelines for executives and directors to align interests with stockholders. •Insider Trading Policy prohibits employees, officers, directors, consultants and contractors from short sales, transactions in derivatives, holding our stock in margin accounts, pledging our stock as collateral or entering into hedging transactions for Company stock.			•Compensation Recoupment and Clawback Policy provides for the recovery of incentive compensation in the event of a restatement of our financial statements due to material non-compliance with any financial reporting requirement under applicable securities laws. •No repricing of options or equity awards. •No excessive or single-trigger cash change-in-control payments. •Pay-for-performance culture with executive compensation pay mix primarily at-risk, and the majority performance-based, with no guaranteed or uncapped incentives •Incentive plans designed to motivate actions that are aligned with our short- and long-term strategic objectives, and appropriately balance the potential risks versus rewards, without motivating activities that create excessive or inappropriate risks for the Company.


Board Diversity Matrix (As of March 27, 2024)
Board Size:
Board Size (Total Number of Directors)	7*
	Female	Male	Non-Binary	Did Not Disclose Gender
Gender / Gender Identity:
Directors	2	4	—	—
Race / Ethnicity:
African American or Black	—	—	—	—
Alaskan Native or Native American	—	—	—	—
Asian	—	1	—	—
Hispanic or Latinx	—	1	—	—
Native Hawaiian or Pacific Islander	—	—	—	—
White (Not of Hispanic or Latinx Origin)	2	2	—	—
Two or More Races or Ethnicities	—	—	—	—
Underrepresented Individual in Home Country Jurisdiction	—	—	—	—
Sexual Orientation:
LGBTQ+	—	—	—	—



FERNANDO ARAUJO Chief Executive Officer Director Since: 2024 _______________________________ Mr. Araujo brings over 30 years of experience in the oil and gas industry with a proven track record of successfully leading teams and driving a culture of operational excellence at some of the most recognized companies in the industry, including Shell, Repsol, Apache, and Schlumberger.						Fernando Araujo has served as Chief Executive Officer since January 2023. Previously, he served as our Executive Vice President and Chief Operating Officer since joining us in September 2020 through December 2022. _________________________________________________________ From August 2018 through August 2020, he served as Executive Director for Schlumberger Production Management (SPM), where he was last responsible for the operational, financial and strategic performance from worldwide producing assets in 10 countries with 280,000 BOE per day of gross production. From August 2000 through August 2018, Mr. Araujo worked for Apache Corporation in roles of increasing responsibility. In his last assignment with Apache, he served as the General Manager and Managing Director for Apache’s operating company in Egypt, Khalda Petroleum Co., the biggest oil producer in the country. From 2013 to 2017, Mr. Araujo worked with Apache in Calgary, last serving as Apache’s President and General Manager in Canada, focusing on the development of unconventional and EOR fields in the Western Canadian Basin. Mr. Araujo started his professional career with Shell Western Exploration and Production in Bakersfield, California in 1991 as a production engineer, and then gained international experience with Repsol S.A. leading asset teams in acquisitions and implementation of new technologies for assets in Northern Africa. __________________________________________________ Mr. Araujo graduated from Pomona College with a Bachelor of Arts degree in Biology, then from California State Polytechnic University with a Bachelor of Science degree in Mechanical Engineering, and then from California State University, Bakersfield with a Master of Business Administration.




RENEE HORNBAKER Founder and Chief Executive Officer at Storey & Gates LLC Director Since: 2021 Chair Since: 2024 _______________________________ Ms. Hornbaker brings knowledge and expertise in finance and accounting matters to the Board, including audit and financial reporting oversight experience from her role as a finance executive and as well as from her membership on the boards of other public companies. She also has significant experience in corporate governance, business development, strategy, information technology, health and safety, and human capital management.						Renée Hornbaker has served as a director since January 2021 and as Audit Committee Chair since that time. She has also served as Board Chair since March 2024. _________________________________________________________ Ms. Hornbaker has been Chief Executive Officer of Storey & Gates LLC, a consulting firm providing business advisory services including executive coaching and board governance training for boards, since founding the company in 2018. Ms. Hornbaker is also a member of the Board of Directors of Eastman Chemical Company (NYSE: EMN), where she is chair of its Finance Committee and also serves on the Compensation and Management Development Committee, Nominating and Corporate Governance Committee, and Environmental, Safety and Sustainability Committee; she previously served as chair of its Audit Committee. She also serves on several boards of directors for private companies. Ms. Hornbaker previously served as Executive Vice President and Chief Financial Officer of Stream Energy, a retail energy company from 2011 to December 2017, and was a member of the Board of Directors from 2011 until 2019 when it was acquired by NRG Energy. Ms. Hornbaker served as Chief Financial Officer of Shared Technologies, Inc., a provider of converged voice and data networking solutions, from 2006 to May 2011, and was a consultant to the Chief Executive Officer of CompuCom Systems, Inc., an information technology services provider, from 2005 to 2006. She was Vice President and Chief Financial Officer of Flowserve Corporation, a global provider of industrial flow management products and services, from 1997 until 2004, and served as Vice President of Business Development and Chief Information Officer from 1997 to 1998. In 1977, Ms. Hornbaker joined the accounting firm Deloitte, Haskins & Sells, where she became a senior manager of its audit practice in the firm’s Chicago office. Following that, she served in senior financial positions with several major companies from 1986 until 1996. __________________________________________________ Ms. Hornbaker is a member of the National Association of Corporate Directors (“NACD”), Women Corporate Directors, and is chair emeritus of the NACD North Texas chapter. She is an NACD Leadership Fellow and Certified Director, and earned the NACD Cybersecurity and Climate Oversight certifications. Ms. Hornbaker received a Bachelor of Arts in English and a Master’s Degree in Business Administration from Indiana University and is a CPA.



ANNE MARIUCCI General Partner of MFLP, a family office and investment entity Director Since: 2018 _______________________________ Ms. Mariucci brings proven leadership and business experience to the Board, as well as financial acumen from her corporate background and private investment experience. In addition to corporate finance, accounting and financial reporting experience, she provides experience as to mergers and acquisitions, investor relations, strategy, risk management and information technology from her significant experience on other public company boards.						Anne Mariucci has served as a director since September 2018 and as Lead Independent Director from February 2019 to March 2024. She is also Compensation Committee Chair. _________________________________________________________ Since 2001, Ms. Mariucci has served as the General Partner of MFLP, a family office and investment entity, and related entities. Additionally, Ms. Mariucci serves on the boards of several public, private and non-profit companies, including: Southwest Gas Corporation (NYSE: SWX) since 2006, where she is a member of the compensation and nominating/governance committees and is Chair of the Strategic Transactions Committee; CoreCivic, Inc. (NYSE: CXW) since 2011, where she is a member of the audit and compensation committees; and Taylor Morrison Home Corp. (NYSE: TMHC) since 2014, where she is a member of the audit committee and chair of the compensation committee. She is also Chair of the board of Banner Health, one of the nation’s largest hospital/health care organizations, on which she has served since 2015, with additional service on the Finance, Audit, and Investment Committees. In addition, Ms. Mariucci has served as an investor and Advisory Board member of Hawkeye Partners, a real estate private equity firm, since 2010. Ms. Mariucci’s deep corporate experience springs from a 30-year career in finance and real estate, primarily with Del Webb Corporation (NYSE: WBB), a real estate development company, where she served in a variety of capacities and ultimately retired as President and Chief Executive Officer following its merger with Pulte Homes in 2001. ________________________________________________________ Ms. Mariucci served as member of the Arizona Board of Regents from 2006 to 2014 and as chair from 2012 to 2014, and currently serves as a member of the Board of Arizona State University’s Enterprise Partners. Ms. Mariucci received her Bachelor’s degree in Accounting and Finance from the University of Arizona and completed the Corporate Finance Executive Program at Stanford Graduate School of Business. She has held licenses as a CPA, FINRA Securities Principal, and FINRA Financial Principal.


•Board Size, Structure and Composition	•Service on Other Boards	•Board Chair
•Director Qualifications, Independence and Diversity	•Changes in Employment	•Board Meeting Agendas
•Director Responsibilities	•Board Evaluations	•Meetings of Independent Directors
•Board External Interaction	•Non-Employee Director Compensation	•Director Orientation and Education
•Attendance at Annual Meetings	•Stockholder Communication with Directors	•Committee Structure and Composition
•Succession Planning	•Governance Policies	•Compliance Monitoring



DONALD “DON” PAUL Faculty Member at University of Southern California, Executive Director of the Energy Institute, the William M. Keck Chair of Energy Resources, and Research Professor of Engineering Director Since: 2019 _______________________________ Mr. Paul brings experience and broad understanding of the upstream oil and gas business in California, as well as internationally. He is a recognized authority in the study of our industry and the matters affecting us generally, and brings a depth of understanding of the intersection of our industry and digital technology to the Board, particularly as it relates to the practical application of advanced digital technologies to enhancing performance of the oil and gas business, including cyber security.						Don Paul has served as a director since February 2019. _________________________________________________________ Mr. Paul has been a member of the faculty at the University of Southern California (“USC”) since January 2009, and currently acts as Executive Director of the Energy Institute, the William M. Keck Chair of Energy Resources, and Research Professor of Engineering. Mr. Paul has been Senior Advisor at the Center for Strategic and International Studies in Washington D.C. since July 2008, and has been an academic member of the National Petroleum Council since 2010 when he was appointed by the U.S. Secretary of Energy. Mr. Paul has served on advisory boards at major universities (including USC, the Massachusetts Institute of Technology (“MIT”), Harvard, Rice, Stanford, and the University of Texas), governments and national laboratories, oil and gas companies, power utilities, and technology companies. Mr. Paul leads numerous programs including USC’s Laboratory for Energy Security Systems and Center on Smart Oil Field Technologies as well as the Industrial Advisory Board for the Department of Energy University Consortium on Fossil Energy Research. He frequently speaks at national and international forums on the future of energy and energy security, cyber-security of energy systems, intelligent energy infrastructures, petroleum economics, and energy careers. Over a 33-year tenure at Chevron Corporation (NYSE: CVX), an American multinational energy corporation predominantly specializing in oil and gas, Mr. Paul held a variety of positions throughout the United States and overseas in research and technology, exploration and production operations, health, safety and environmental compliance, and executive management, including service as President of Chevron’s Canadian subsidiary, as senior compliance officer for Chevron’s health, environment and safety and global cyber-security functions and most recently as Chevron’s Vice President and Chief Technology Officer when he retired in 2008. ________________________________________________________ Mr. Paul received his Bachelor of Science degree in Applied Mathematics, Master of Science degree in Geology and Geophysics, and PhD in Geophysics from MIT.



RAJATH “RAJ” SHOURIE Retired Director Since: 2022 _______________________________ Mr. Shourie provides financial acumen to the Board, including broad knowledge of and experience with financial analysis and management, corporate finance, capital markets, investment banking, mergers and acquisitions, and special situation investment activities.						Raj Shourie has served as a director since March 2022. _________________________________________________________ Since 2019, Mr. Shourie has been focused on managing his personal business and exploring strategic opportunities. He worked at Oaktree Capital Management (“OCM”), a leader among global investment managers specializing in alternative investments, from 2002 to 2019 where he held various positions over the course of his career, culminating as Global Co-Portfolio Manager of the firm’s opportunity funds. Prior to joining OCM, Mr. Shourie worked in the Principal Investment Area at Goldman Sachs, one of the world's leading investment managers, and previously was a management consultant at McKinsey & Company, an American multinational strategy and management consulting firm. Mr. Shourie previously served on the board of directors of Store Capital (NYSE: STOR), an $8 billion market cap REIT; Taylor Morrison (NYSE: TMHC), a national U.S. homebuilder; Nine Entertainment (ASX: NEC), an Australian TV broadcaster; and Star Bulk (NYSE: SBLK), a leading dry-bulk shipping company. Significant prior private board positions included Pegasus Aviation Finance Company, Jackson Square Aviation and Hartree Partners. ________________________________________________________ Mr. Shourie earned a BA in economics from Harvard College, where he was elected to Phi Beta Kappa. He then went on to receive an MBA from Harvard Business School, where he was a Baker Scholar.



JAMES “JIM” TRIMBLE Chair of Tanda Resources LLC, a private family investment venture Director Since: 2024 _______________________________ Mr. Trimble brings more than 50 years of oil and gas industry experience and is a registered Professional Engineer in the state of Texas.						Jim Trimble has served as a director and as Nominating and Governance Committee Chair since February 2024. ________________________________________________________ Mr. Trimble currently is the Chair of Tanda Resources LLC, a private family investment venture. Previously, he was the Chair of Crestone Peak Resources, a privately owned E&P company located in Denver, Colorado. He served on its Board of Directors from 2016, and served as its Chairman from 2018 until 2021 upon its merger into Civitas Energy where he now serves on its board. Mr. Trimble brings more than 50 years of oil and gas industry experience. He was previously the Interim Chief Executive Officer and President of Stone Energy Corporation, 2017-2018, thru its reverse merger with Talos Energy, where he served on the board until 2021. Mr. Trimble was President and Chief Executive Officer of PDC Energy from 2011–2015. During this period, he led the organization through exceptional growth and value creation for PDC shareholders. Prior to PDC, he founded a publicly traded Australian company; prior to this he has been the CEO of several private oil and gas companies focused primarily on drilling in Texas, Louisiana and Oklahoma. In addition, Mr. Trimble served as the Senior Vice President of Exploration and Production for Cabot Oil and Gas for 17 years. Mr. Trimble previously served on the board of directors for Callon Petroleum Corporation from 2012 to 2023 (NYSE:CPE); Crestone Peak Resources (private E&P) from 2016 to 2021 until its merger with Civitas; Stone Energy form 2017 to 2018 (NYSE:SGY) until its merger with Talos Energy (NYSE: TALO) and on the Talos board until May 2021. He was formerly on the board of directors of C&J Energy Services (NYSE:CJES), PDC Energy, Inc. (NASDAQ:PDCE), Grand Gulf Energy Limited (ASX: GGE), Blue Dolphin Energy Company (NASDAQ:BDCO) and for the following private companies: Seisgen Exploration, Inc., Elysium Energy LLC and TexCal Energy LLC. He served on various committees of the board of each company, including Compensation, Audit, Nominating and Governance and safety/ESG, including serving as chair of the board. ________________________________________________________ Mr. Trimble holds a Bachelor of Science in Petroleum Engineering from Mississippi State University, and was elected as a Distinguish Fellow in 2006. He currently serves on the School of Engineering Dean’s Advisory Council. He is a registered Professional Engineer in the state of Texas. He has served on the boards of several professional organizations as well as their Chairman including IOGA PA, IOGA WV, IPAA, API, SPE and TIPRO. He has served as an expert witness from time to time and is an honorably discharged Officer from the United States Army after serving 10 years of active and reserve duties.


•Independent Board Chair - Renée Hornbaker
•Five of six directors are independent
•All standing committees composed solely of independent directors
•Independent directors meet regularly in executive sessions following Board and Committee meetings

SEC Form DEF 14A filed by Berry Corporation (bry)