Document

DEF 14A 1 bry-definitiveproxyapril20.htm DEF 14A Document

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 19, 2021

To the Valued Stockholders of Berry Corporation (bry):

The 2021 Annual Meeting of Stockholders (including any postponement or adjournment thereof, the “Annual Meeting”) of Berry Corporation (bry) (the “Company”) will be held online at www.virtualshareholdermeeting.com/BRY2021 on May 19, 2021 at 10:00 A.M. CDT with log-in beginning at 9:45 A.M. CDT on that date. Due to ongoing restrictions and public health concerns from the novel coronavirus COVID-19 pandemic, and out of an abundance of caution to ensure the health and well-being of our employees and stockholders, the Annual Meeting will be conducted completely virtually, via a live audio webcast; there will be no physical meeting location. Even though our meeting is being held virtually, stockholders will still have the ability to fully participate in the Annual Meeting, including the ability to ask questions 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 to serve until the 2022 Annual Meeting of Stockholders or until the earlier of such director's death, resignation, retirement, disqualification or removal; and

2.To ratify the selection of KPMG LLP as the Company's independent registered public accounting firm for the fiscal year ending December 31, 2021.

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 22, 2021, as the record date for determining the stockholders that have the right to receive notice of, attend and participate, and vote during the Annual Meeting. The Annual Meeting is expected to begin promptly at 10:00 A.M. CDT. If you plan to attend the Annual Meeting online, you must register in advance at www.virtualshareholdermeeting.com/BRY2021 no later than 5:00 P.M. EDT on May 18, 2021. Upon completing your registration, you will receive further instructions via email, including your unique links that will allow you access to the meeting and will also permit you to submit questions during the meeting and in advance. Please be sure to follow instructions found on your proxy card and subsequent instructions that will be delivered to you via email. You will be able to listen, vote, and submit questions from any remote location that has Internet connectivity.

Your vote is important to us. Regardless of whether you plan to participate in the virtual Annual Meeting, we hope you will vote as soon as possible. In advance of the Annual Meeting, you may vote your shares online (www.proxyvote.com), by telephone (1-800-690-6903), or by mailing your proxy card in the pre-addressed envelope you will receive if you request printed materials. You may also vote during the Annual Meeting, even if you previously submitted your vote. If your shares are held in a bank or brokerage account, please refer to the 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 online. Stockholders are being notified of the Proxy Statement and the form of proxy beginning April 5, 2021.

IMPORTANT NOTICE REGARDING THE AVAILABILITY

OF PROXY MATERIALS FOR THE ANNUAL MEETING OF STOCKHOLDERS

OF BERRY CORPORATION (BRY) TO BE HELD ON May 19, 2021

The Notice of Annual Meeting of Stockholders, the accompanying Proxy Statement, proxy card and our 2020 Annual Report to Stockholders (which includes the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2020) are available free of charge on our website at www.bry.com and www.proxyvote.com.

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

By Order of the Board of Directors,

Danielle Hunter
Executive Vice President, General Counsel and Corporate Secretary
April 5, 2021

TABLE OF CONTENTS



						Page
PROXY HIGHLIGHTS						2
PROPOSAL NO. 1—ELECTION OF DIRECTORS						9
CORPORATE GOVERNANCE						18
EXECUTIVE OFFICERS						27
SOCIAL SOCIAL RESPONSIBILITY AND ESG						29
STOCKHOLDER ENGAGEMENT & COMMUNICATION WITH THE BOARD						34
PROPOSAL NO. 2—RATIFICATION OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM						35
OTHER AUDIT COMMITTEE MATTERS						36
EXECUTIVE COMPENSATION						38
DIRECTOR COMPENSATION						53
OTHER COMPENSATION INFORMATION						55
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT						56
CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS						58
ABOUT BERRY						61
ABOUT THE ANNUAL MEETING						63
OTHER INFORMATION						68
NON-GAAP FINANCIAL MEASURES AND RECONCILIATIONS						70

(This page has been left blank intentionally.)

BERRY CORPORATION (bry)

16000 N. Dallas Pkwy. Suite 500

Dallas, Texas 75248

PROXY STATEMENT
2021 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, in connection with the solicitation of proxies for our 2021 Annual Meeting of Stockholders (including any postponement or adjournment thereof, the “Annual Meeting”), to be held online at www.virtualshareholdermeeting.com/BRY2021 on May 19, 2021 at 10:00 A.M. CDT with log-in beginning at 9:45 A.M. CDT that day. The Annual Meeting is being held for the purposes summarized in the accompanying Notice of Annual Meeting of Stockholders and detailed in this Proxy Statement.

Due to ongoing restrictions and health and safety concerns from the novel coronavirus COVID-19 pandemic, we have adopted a virtual format for our Annual Meeting, conducted via an online audio webcast; we will not have a physical meeting location. If you plan to participate in the virtual Annual Meeting, you must register in advance at www.virtualshareholdermeeting.com/BRY2021 no later than 5:00 P.M. EDT on May 18, 2021. Stockholders will be able to listen, vote, and submit questions from any remote location that has Internet connectivity.

The Notice of Annual Meeting of Stockholders, this Proxy Statement, a proxy card and our 2020 Annual Report to Stockholders (which includes the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2020) (collectively, the “Proxy Materials”) have been first made available to our stockholders beginning on April 5, 2021; stockholders are being notified of the Proxy Statement and the form of proxy via mailing of the Notice of Annual Meeting of Stockholders beginning April 5, 2021. The Proxy Materials are available free of charge on our website at www.bry.com and www.proxyvote.com.

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 meetings of stockholders.

Except as noted or as the context requires otherwise, when we use the terms “we,” “us,” “our,” “Berry” or the “Company,” or similar words in this Proxy Statement we are referring to Berry Corporation (bry) together with its subsidiary, Berry Petroleum Company, LLC, as applicable.


2021 Annual Meeting of Stockholders

Date & Time:			Tuesday, May 19, 2021 at 10:00 A.M. CDT (log-in begins at 9:45 A.M. CDT)
Location:			Virtually via the Internet at www.virtualshareholdermeeting.com/BRY2021
Record Date:			March 22, 2021


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: •Arthur "Trem" Smith •Cary Baetz •Brent Buckley •Renée Hornbaker •Anne Mariucci •Don Paul	Plurality of Votes Cast For Each Nominee	Vote FOR
2	Ratify the selection of KPMG LLP as the Company's independent registered public accounting firm for the fiscal year ending December 31, 2021	Majority of Votes Cast Affirmatively or Negatively	Vote FOR


How to Vote

: Online			www.proxyvote.com (Must vote by 11:59 P.M. ET on May 18, 2021)
) Call Toll-Free			1-800-690-6903 (Must vote by 11:59 P.M. ET on May 18, 2021)
* By Mail			Follow the instructions on your proxy card we have provided you
? During the Annual Meeting			Go to www.virtualshareholdermeeting.com/BRY2021 If you are a beneficial holder, the pre-registration process will instruct you on how to access a legal proxy if you want to be able to vote during the Annual Meeting. To attend the Annual Meeting you must register on the same website by 5:00 P.M. EDT on May 18, 2021.


Board Excellence


•Annual Elections for Directors (Board is not classified). •Majority voting standard for contested elections of directors. •Director Resignation Policy that requires any director nominee who receives fewer favorable than unfavorable votes to promptly tender their resignation. •5 of 7 current directors are independent (above the NASDAQ requirement for a majority to be independent). •Lead Independent Director, with meaningful authority, duties and responsibilities prescribed in the Corporate Governance Guidelines. •Independent directors meet regularly in executive session following Board, as well as Committee meetings. •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. •Commitment to boardroom diversity underscored by voluntary commitment to seek compliance with the California legal requirements for Company's headquartered in California: at least (i) three female members by the end of 2021 and (ii) two members from underrepresented communities by the end of 2022.			•Each standing 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 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 of Directors conducts an annual performance review of our executive team, including the CEO, and periodically reviews succession planning for the CEO and senior management. •No outside director sits on more than 3 other public company boards and our Board Chair and CEO sits on no other public company boards. Our Corporate Governance Guidelines restrict directors from serving on more than four other public company boards and Audit Committee Charter restricts members from serving on the audit committees of more than two other public company boards. •The Board of Directors oversees bry's ESG goals as part of its oversight of our corporate strategy and risk management. The Nominating and Governance, Compensation, and Audit Committees assist the Board in discharging its oversight of our programs and practices to address ESG matters and actively monitor our ESG strategy and performance, including capitalizing on opportunities aligned with our commitments and managing the related risks, as well as our reporting 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 designed to support our workforce diversity, equity and inclusion goals.


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 (known as a poison pill) in effect.


Long-Term Stockholder Alignment


•Meaningful stock ownership guidelines and holding requirements for executive officers and non-employee directors that require ownership of the Company's stock with an aggregate value equal to or in excess of the value of (i) five times annual base salary for the CEO, (ii) three times annual base salary for other executives, and (iii) five times the annual cash retainer for Board service for all non-employee directors (other than Mr. Buckley, whose employer is one of our largest stockholders). Such persons have five years to meet the requirements, starting from the later of (a) May 14, 2019, which is the date the guidelines were adopted, and (b) the date such person assumes the role requiring ownership under the guidelines. Until compliant, the covered persons are prohibited from selling or transferring any stock acquired through the annual long-term incentive awards or equity retainer grant, as applicable, subject to certain limited exceptions. •Prohibition on short sales, transactions in derivatives, holding in margin accounts, pledging as collateral, and hedging transactions involving our stock by all of our employees, officers and directors.			•Compensation Recoupment and Clawback policy provides for the forfeiture, recovery or reimbursement of incentive-based cash and equity awards in the event of a restatement of our financial statements due to fraud or misconduct by our executive officers. •No repricing of options or equity awards. •Insider Trading Policy also prohibit employees, officers and directors from holding our stock in margin accounts, pledging our stock as collateral or entering into hedging transactions for Company stock. •No excessive or single-trigger cash change in control payments. •Pay for performance culture with executive compensation pay mix primarily at-risk (over 90%) and long-term, and the majority performance-based (approximately 75%), 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 risk versus potential rewards, without motivating activities that create excessive or inappropriate risks for the Company.



CARY BAETZ Executive Vice President and Chief Financial Officer Director Since: 2017 _______________________________ Mr. Baetz provides public energy company business, operational and management experience to the Board, as well as financial, accounting, mergers and acquisitions, strategic planning and investor relations experience.						Cary Baetz has served as Executive Vice President, Chief Financial Officer, and also as a member of the Board, since June 2017. ________________________________________________________ Mr. Baetz previously served as Chief Financial Officer at Seventy Seven Energy Inc., a domestic oilfield services company, from June 2012 to April 2017. On June 7, 2016, Seventy Seven filed for voluntary reorganization under Chapter 11 of the U.S. Bankruptcy Code. From November 2010 to December 2011, Mr. Baetz served as Senior Vice President and Chief Financial Officer of Atrium Companies, Inc., a manufacturing company of windows and doors, and from August 2008 to September 2010, served as Chief Financial Officer of Boots & Coots International Well Control, Inc. From 2005 to 2008, Mr. Baetz served as Vice President of Finance, Treasurer and Assistant Secretary of Chaparral Steel Company, producer of structural steel beams. Prior to joining Chaparral, he had been employed since 1996 with Chaparral’s parent company, Texas Industries Inc. From 2002 to 2005, he served as Director of Corporate Finance of Texas Industries Inc. ________________________________________________________ Mr. Baetz has led the sale of three public companies; has successfully completed two public spin-offs; and raised almost $5 billion in capital. ________________________________________________________ Mr. Baetz holds a Bachelor of Science degree in Finance and Accounting from Oklahoma State University and a Master of Business Administration degree from the University of Arkansas.



BRENT BUCKLEY Managing Director at Benefit Street Partners Director Since: 2017 _______________________________ Mr. Buckley provides financial acumen to the Board, including knowledge and experience with the oil and gas industry and broad knowledge of financial analysis and management, corporate finance, investment banking. special situation investment activities and deal structuring.						Brent Buckley has served as a director since February 2017 and served as Board Chair from June 2017 to February 2019. _________________________________________________________ Mr. Buckley is a managing director with Benefit Street Partners, an alternative asset management fund, which he joined in September 2014. Prior to joining Benefit Street Partners, from February 2009 through September 2014, Mr. Buckley was engaged in personal business and devoting time to family matters. ________________________________________________________ From March 2006 to February 2009, Mr. Buckley was a managing director at Centerbridge Partners, a multi-strategy private investment firm. Prior to Centerbridge Partners, Mr. Buckley worked in various roles at Deutsche Bank Securities and Merrill Lynch. Mr. Buckley received a Master of Arts from the University of Pennsylvania’s Graduate School of Arts & Sciences and a Bachelor of Science from the Wharton School at the University of Pennsylvania



RENEE HORNBAKER Founder and Chief Executive Officer at Storey & Gates LLC Director Since: 2021 _______________________________ Ms. Hornbaker brings knowledge and experience in finance and accounting matters to the Board, including audit and financial reporting oversight experience. She also has corporate governance knowledge and experience gained from her role as a finance executive and as well as from her membership on the boards of other public companies.						Renée Hornbaker has served as a director since January 2021. _________________________________________________________ She is Chief Executive Officer of Storey & Gates LLC, a consulting firm providing business advisory services including executive coaching and board governance training for boards, having started the company in 2018 following her retirement from Stream Energy. She served as Executive Vice President and Chief Financial Officer of Stream Energy, which was primarily a reail energy company, from 2011 until her retirement at the end of 2017. She was a member of Stream Energy's Board of Directors from 2013 until its sale in July 2019, serving as its non-executive board chair and compensation committee chair. 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 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 primarily to energy, chemical and water markets from 1997 until 2004, and served as its Vice President and Chief Information Officer from 1997 to 1998. ________________________________________________________ Ms. Hornbaker joined the accounting firm Deloitte, Haskins & Sells, where she became a senior manager in the firm’s audit practice. Following that served in senior financial positions with several major companies from 1986 until 1996. Ms. Hornbaker is 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. Ms. Hornbaker also serves on the boards of a number of private companies. She is chair emeritus of the National Association of Corporate Directors (NACD) North Texas chapter. She also serves on NACD’s national risk advisory committee and is an NACD Leadership Fellow. She is also a member of Women Corporate Directors, the Institute for Excellence in Corporate Governance and the AICPA. She 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 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 since February 2019. _________________________________________________________ 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 was previously a member of the audit committee and chair of the pension 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 currently on the board of Banner Health, one of the nation’s largest hospital/health care organizations, where she has served since 2015, chairs the investment committee and serves on the audit committee. 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. She has since served as the General Partner of MFLP, a family office and investment entity, and related entities. 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. ________________________________________________________ In addition, Ms. Mariucci has served as an investor and Advisory Board member of Hawkeye Partners, a real estate private equity firm, since 2010. She has held licenses as a CPA, FINRA Securities Principal, and FINRA Financial Principal. 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.


•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


Environmental Stewardship			Social Responsibility			Corporate Governance


			“Sustainable energy is the golden thread that connects economic growth, increased social equity, and an environment that allows the world to thrive.”
			– U.N. Secretary General Ban Ki-moon


	2020		2019

Audit Fees(1)	$	979,000	$	1,124,650
Audit-Related Fees(2)	—		—
Tax Fees(3)	—		—
All Other Fees(3)	—		—
Total Fees	$	979,000	$	1,124,650



DON PAUL General Partner of MFLP, a family office Director Since: 2018 _______________________________ 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. _________________________________________________________ He 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), 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 the 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.



ARTHUR "TREM" SMITH Board Chair, President and Chief Executive Officer Director Since: 2017 _______________________________ Mr. Smith’s brings knowledge and experience in all phases of oil and gas exploration and production spanning a career of over 35 years to the Board. In addition to managerial and operational experience in the upstream domestic and international energy business, he is knowledgeable about our assets and the specific strengths and challenges associated with our operations. From his extensive international experience, he also brings knowledge and experience in strategically dealing with regulatory agencies and other critical stakeholders, as well as the political environment.regulatory agencies and other critical stakeholders, as well as the political environment.						Trem Smith has served as Chief Executive Officer, President and a director since March 2017 and as Board Chair since February 2019. _________________________________________________________ Prior to being named Chief Executive Officer, Mr. Smith began an informal consulting relationship with Berry in May 2016, followed by a formal consulting relationship in October 2016, then serving as interim Chief Executive Officer until his formal appointment in March 2017. Mr. Smith has over 36 years of experience in the oil and gas industry. In January 2014, Mr. Smith founded TS&J Consulting, where he served until joining Berry, which focused on providing consulting services to distressed companies and assets in the United States and United Kingdom. From January 2007 until January 2014, Mr. Smith was President and Chief Executive Officer at Hillwood International Energy, L.P. and HKN Energy Ltd., which focused on discoveries and production in the United States and northern Iraq. ________________________________________________________ Mr. Smith spent 25 years of his career at Chevron Corporation (NYSE: CVX), from 1981 until 2006, where he served in a number of leadership positions with increasing responsibilities in Russia, Thailand and multiple locations in the United States, including La Habra and San Francisco, California. While at Chevron, Mr. Smith was exposed to all phases of the business, including production, operations, exploration, business development, mergers and acquisitions, finance and technology. Mr. Smith graduated magna cum laude from Amherst College with a major in Geology and minor in Russian and received a Master’s degree and PhD in Geology from Pennsylvania State University.


			“We believe good governance is the foundation of success, which is exemplified by our strong track record of safety and environmental stewardship, our corporate culture, and the ‘Berry First’ principle that seeks a win-win approach for all of our stakeholders, including shareholders, employees, the environment, and the communities where we operate.”
			– A. Trem Smith Board Chair, President and Chief Executive Officer


•Board Chair, President and Chief Executive Officer - A. Trem Smith
•Lead Independent Director - Anne Mariucci
•5 of 7 current directors - 4 of 6 director nominees for re-election - are independent
•Committees composed solely of independent directors
•Independent directors meet regularly in executive session


Name	Age	Position


Arthur "Trem" Smith	65	Board Chair, Chief Executive Officer and President
Cary Baetz	56	Executive Vice President, Chief Financial Officer and Director
Fernando Araujo	53	Executive Vice President and Chief Operating Officer
Danielle Hunter	38	Executive Vice President, General Counsel and Corporate Secretary
Kurt Neher	60	Executive Vice President, Business Development


The Audit Committee of the Board is responsible for the appointment, compensation, retention, evaluation and oversight of the work of the independent registered public accounting firm (also referred to as the "independent auditor") retained to audit our financial statements. The Audit Committee has appointed and retained KPMG LLP (“KPMG”) as our independent registered public accounting firm for the fiscal year ending December 31, 2021. The Board is submitting the selection of KPMG as independent auditor for ratification during the Annual Meeting. The Board and the Audit Committee believe the submission provides an opportunity for stockholders to communicate with the Board and the Audit Committee through their vote about an important aspect of corporate governance. If stockholders do not ratify the appointment of KPMG, the Audit Committee will reconsider the selection of that firm as our independent auditor


						Renée Hornbaker, Chair Brent Buckley, Member Anne Mariucci, Member Eugene Voiland, Member


Name			Principal Position & Title

A. Trem Smith			Chief Executive Officer and President (Board Chair)
Cary Baetz			Executive Vice President and Chief Financial Officer (Board member)
Danielle Hunter			Executive Vice President, General Counsel and Corporate Secretary


Component	Purpose	Key Facts About Executive Compensation


Salary: Cash	•Attract and retain talent •Only fixed component - provides a base level of competitive compensation when all other elements are variable and at risk	•Salaries targeted market median at time of hire; no increases have been implemented

Short-Term Incentives (“STI”): Cash Award	•Support our strategic priorities, incentivize performance under the annual plan and foster a pay-for-performance culture •100% is at risk and performance-based •Performance criteria and design established annually	•Target opportunity has remained flat since IPO •Award amount earned based on achievement of established organizational and individual performance metrics: a.2019 payout: 56% of target b.2020 payout: 126% of target •No guaranteed payout; Compensation Committee has ultimate discretion


Long-Term Incentives (“LTI”): Stock-Based Award			•Ensures strong alignment with stockholder interests and incentivizes long-term value creation •At risk, mix of performance- and time-based vesting criteria, with realizable compensation based ultimately on stock price: a.60% performance-based i.2019 & 2020: combination of Relative TSR and Absolute TSR ii.2021: 50% based on combination of Relative TSR and Absolute TSR and 50% based on CROIC (TSR and CROIC defined below) b.40% time-based			•Grant date values held flat for 2019 and 2020. Decreased the 2021 grant date values by 31% on average, resulting in a 5% decrease in the number of shares awarded, in light of (a) disciplined share management and the decreased stock price relative to prior years and (b) compensation peer group benchmarking data •Due to stock price declines, and TSR performance under the established criteria, as of 12/31/20 the 2019 & 2020 LTI awards were only worth approximately 23% of the grant date value •Only 20% of the 2019 PSUs were eligible to vest; the lack of Absolute and Relative TSR performance resulted in the remainder being forfeited on the February 28, 2021 vesting date


At-Risk: 93%						At-Risk: 91%
Performance-Based: 75%						Performance-Based: 75%


✓ What We Do			✓100% of STI cash awards are at risk and performance-based ✓60% of executive LTI equity awards are performance-based, and 100% are at-risk ✓Incentive plans designed to motivate actions that are aligned with our short- and long-term strategic objectives, and appropriately balance risk versus potential rewards, without motivating activities that create excessive or inappropriate risks for the Company ✓Meaningful stock ownership guidelines and holding requirements for executive officers ✓Clawback policy provides for the forfeiture, recovery or reimbursement of incentive-based cash and equity awards in the event of a restatement of financial statements due to misconduct of executive officers ✓Employment agreements with our executive officers contain “double trigger” change of control severance provisions ✓The Compensation Committee routinely receives data, analysis and advice from an independent compensation consultant ✓Our pay policies and practices are designed to ensure fair, competitive and performance-driven pay. Pay parity is an ongoing commitment and we continuously monitor the competitiveness, equity and overall appropriateness of our compensation system


U What We Don't Do			U No uncapped incentives and no guaranteed bonuses (100% of STIP has minimum performance requirements to receive any payout) U No special or multi-year guaranteed equity grants U No extraordinary perquisites or non-qualified retirement benefits U No hedging or pledging of Company stock. U No perquisites or other compensatory arrangements for former executives U No excessive change in control severance payments or tax gross-ups U No backdating, repricing, buyout, voluntary surrender, replacing or exchange of underwater stock options / stock appreciation rights without prior stockholder approval U Sound change in control definition means no risk of payment outside of an actual change in control occurring


Name and Principal Position	Year	Salary ($)		Stock Awards ($)(1)		Non-Equity Incentive Plan Compensation ($)(2)		All Other Compensation ($)(3)		Total ($)

A. Trem Smith Board Chair, Chief Executive Officer and President	2020	$	650,000	$	7,966,146	$	854,750	$	120,891	$	9,591,787
	2019	$	650,000	$	4,200,000	$	364,000	$	118,892	$	5,332,892

Cary Baetz Executive Vice President and Chief Financial Officer	2020	$	500,000	$	3,793,408	$	657,500	$	36,174	$	4,987,082
	2019	$	500,000	$	2,000,000	$	280,000	$	49,506	$	2,829,506

Danielle Hunter(4) Executive Vice President, General Counsel and Corporate Secretary	2020	$	384,135	$	3,627,439	$	558,875	$	57,347	$	4,627,796
	2019	n/a		n/a		n/a		n/a		n/a


Named Executive Officer	Year	Company 401(k) Plan Contributions ($)		California Tax Reimbursements ($)		Other ($)		Total ($)

A. Trem Smith	2020	$	15,000	$	105,891	$	—	$	120,891
	2019	$	16,800	$	102,092	$	—	$	118,892

Cary Baetz	2020	$	12,692	$	23,482	$	—	$	36,174
	2019	$	16,800	$	32,706	$	—	$	49,506

Danielle Hunter	2020	$	7,846	$	4,849	$	44,652	$	57,347
	2019	n/a		n/a		n/a		n/a


	Individual (Strategic)	Financial	Operational	Environmental & Safety

A. Trem Smith
Initial	30%	50%	10%	10%
Modified	50%	40%	--	10%
Cary Baetz
Initial	20%	60%	10%	10%
Modified	50%	40%	--	10%
Danielle Hunter
Initial	15%	40%	30%	15%
Modified	50%	40%	--	10%


2020 STIP ORGANIZATIONAL PERFORMANCE OBJECTIVES: FINANCIAL AND SAFETY GOALS (Quantitative, Interpolation)
MEASURE	UNIT	THRESHOLD	TARGET	OUTPERFORM	ACTUAL

Financial – January 1 through March 31
Non–Energy Opex(1)	$/BOE	17.14	15.58	14.02	13.83
Adjusted EBITDA(2)	M$	61,104	67,893	74,682	73,689
Adjusted G&A(3)	$/BOE	4.83	4.39	3.95	4.7
Financial – April 1 through December 31
Non–Energy Opex(1)	$/BOE	16.34	14.86	13.37	13.2
Adjusted Levered Free Cash Flow(4)	M$	88,325	98,139	107,953	114,481
Adjusted G&A(3)	M$	37,058	33,689	30,320	36,368
Safety – January 1 through December 31
Lost Time Incident Rate (LTIR)(5)	Ratio	0.75	0.5	0.25	0
Total Recordable Incident Rate (TRIR)(6)	Ratio	1.25	1	0.75	0.5
Value Lost(7)	$	750	650	550	466
________________ (1) Non–Energy Opex = Total Opex – Fuel – Elec Rev – Hedge Impact – STI Costs – LTI Costs • Total Opex = Lease Operating Expenses + Electricity Generation Expenses + Transportation Expenses + Marketing Expenses – Electricity Sales –Transportation Sales – Marketing Sales +/– Gas Derivative Settlements for Gas Purchases (2) Adjusted EBITDA, and further excluding STI costs • Adjusted EBITDA = Earnings + Interest Expense +/– Income Taxes + Depreciation, Depletion, and Amortization +/– Derivative Settlements (oil sales and gas purchases) + Impairments + Stock Compensation Expense (LTI Costs) +/– and Other Unusual, Out–Of–Period and Infrequent Items (including COVID–19 Related Costs) (3) Adjusted G&A (which excludes non–recurring costs and stock compensation expense LTI costs) – STI costs (4) Adjusted Free Cash Flow = Adjusted EBITDA – capital expenditures – cash interest expense – dividends for Q1 2020 only + lost margin due to production shut-in or storage +/– any variance in differentials (5) LTIR calculated in alignment with OSHA methodology = Number of Lost Time Cases x 200,000 / Number of Employee Labor Hours Worked (6) TRIR calculated in alignment with OSHA methodology = Number of OSHA Recordable Cases x 200,000 / Number of Employee Labor Hours Worked (7) Value Lost calculated in alignment with API standards and industry practices = based on direct costs of EHS incidents, such as the cost of repairs or replacement, cleanup, material disposal, environmental remediation and emergency response; excludes indirect cost, such as business opportunity, business interruption and feedstock/product losses, loss of profits due to equipment outages, cost of obtaining or operating temporary facilities, or cost of obtaining replacement products to meet customer demand. Value Lost is reported by the field and tracked in the EHS measures per the following steps: An EHS incident is reported to the H&S team, including estimated cost to the extent known at the time; the event is added to the EHS incident log and the EHS measures (with a placeholder for missing cost data); H&S team works with operations, field services, and/or construction team to capture costs through remediation.


Relative TSR (Vanguard Energy ETF)	1	120%	140%	160%	180%	200%	200%	200%	200%	200%
	2	100%	120%	140%	160%	180%	180%	180%	180%	180%
	3	80%	100%	120%	140%	160%	160%	160%	160%	160%
	4	60%	80%	100%	120%	140%	140%	140%	140%	140%
	5	50%	60%	80%	100%	120%	120%	120%	120%	120%
	6	40%	50%	60%	80%	100%	100%	100%	100%	100%
	7	20%	40%	50%	60%	80%	80%	80%	80%	80%
	8	—%	20%	40%	50%	60%	60%	60%	60%	60%
	9	—%	—%	20%	40%	50%	50%	50%	50%	50%
	10	—%	—%	—%	20%	40%	40%	40%	40%	40%
	11	—%	—%	—%	—%	20%	20%	20%	20%	20%
	12	—%	—%	—%	—%	—%	—%	—%	—%	—%
	13	—%	—%	—%	—%	—%	—%	—%	—%	—%
		<(20)%	(15)%	(10)%	(5)%	—%	5%	10%	15%	>20%
	Absolute TSR (Berry)


Name	Grant Date	Stock Awards
		Number of Shares or Units of Stock that Had Not Vested (#)(1)		Market Value of Shares or Units of Stock that Had Not Vested ($)(1)

A. Trem Smith
RSUs	03/01/2019	87,843	(2)	$323,262
PSUs	03/01/2019	197,647	(3)	$727,341
RSUs	03/01/2020	263,736	(2)	$970,548
PSUs	03/01/2020	395,604	(4)	$1,455,823
Cary Baetz
RSUs	03/01/2019	41,830	(2)	$153,934
PSUs	03/01/2019	94,118	(3)	$346,354
RSUs	03/01/2020	125,589	(2)	$462,168
PSUs	03/01/2020	188,383	(4)	$693,249
Danielle Hunter
RSUs	03/01/2020	120,094	(2)	$441,946
PSUs	03/01/2020	180,141	(4)	$662,919


Component	Action	Primary Rationale

Salaries	All held flat, same as reflected in Employment Agreements a.No increase since hire	Position is currently competitive relative to peer group market levels
STIP	Opportunity target values held flat, same as reflected in Employment Agreements a.No increase since hire	Position is currently competitive relative to peer group market levels
	Reduced the number of organizational performance metrics from 7 to 5	More focused alignment with our strategy and financial outcomes
	Reduced weighting of individual performance component, which provide a discretionary element to the STIP, from 50% to 20%-30% as was typical pre-pandemic	Peer and industry practice; return to pre-pandemic / Initial 2020 STIP levels
LTIP	Average 31% decrease in grant date value compared to 2020 (average 16% decrease compared to employment agreement target values); average 5% decrease in the number of shares underlying equity awards	Decreased stock price relative to prior year; position relative to peer group; preserve shares and manage dilution and run rates
	Maintained a mix of 60% performance-based and 40% time-based and added a financial metric for ½ of the PSUs: a.50% of PSUs continued to use Absolute TSR + Relative TSR b.50% of PSUs now based on CROIC	Preserve strong performance alignment; E&P investor focus and company priorities on free cash flow and capital efficiency

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