UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

SCHEDULE 14A

PROXY STATEMENT PURSUANT TO SECTION 14(a)
OF THE SECURITIES EXCHANGE ACT OF 1934

(Amendment No.     )

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RANGE RESOURCES CORPORATION

(Name of Registrant as Specified in Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

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2024 Proxy Statement

Annual Meeting

Wednesday, May 8, 2024
8:00 a.m. Central Time

Please vote promptly by:
TELEPHONE	INTERNET	MAIL	MOBILE DEVICE
		marking, signing and returning your proxy or voting instruction card

Range Resources Corporation 100 Throckmorton Street Suite 1200 Fort Worth, Texas 76102

Dear Fellow Stockholders,

On behalf of the Board of Directors (the “Board”), we are pleased to invite you to participate in Range Resources’ 2024 Annual Meeting of Stockholders (the “Annual Meeting” or the “Meeting”). Our Annual Meeting will be held telephonically, commencing at 8:00 a.m., Central Time, on Wednesday, May 8, 2024. To access the event you will need to register virtually at https://ir.rangeresources.com/events/event-details/2024-annual-meeting-stockholders. The attached Notice of 2024 Annual Meeting of Stockholders and Proxy Statement provide information about the business we plan to conduct.

Navigating Change

In March 2023 we announced that, after a successful career with Range spanning almost 20 years, Jeff Ventura would retire effective June 2023. Jeff’s vision and technical skills were instrumental in unlocking the Marcellus Shale and during his tenure, production and proved reserves grew significantly. The Board is grateful for his outstanding leadership.

At the May 2023 Annual Meeting, Dennis Degner was appointed Chief Executive Officer and President. Dennis was previously Range’s Executive Vice President and Chief Operating Officer. He brings more than 25 years of modern shale gas development experience and the Board fully expects he will continue to elevate our performance and drive stockholder value.

We continued to enhance and refresh our Board and in October we added one new director, Charles G. Griffie. Charles brings valuable expertise in the areas of midstream and general E&P operations. The Board remains committed to ongoing and thoughtful refreshment to maintain an appropriate balance of tenure, background and skills on the Board.

2023 Operating and Financial Performance

Our workforce performed at an exceptional level in 2023. Our employees successfully adapted to lingering supply chain issues and inflationary pressures.  We continue to focus on being resilient through commodity price cycles, which includes a disciplined capital allocation approach, maintaining a strong balance sheet with opportunistic debt reductions along with our return of capital program. Natural gas is a critical source of energy and is necessary to maintain quality of life and will help improve living standards around the world. Our immense inventory will allow us to participate in the growing future demand for natural gas and natural gas liquids in both the United States and the world.

Sustainability

Our commitment to being a responsible, low cost operator and delivering on our environmental goals is critical to our long-term success. By design, our environmentally sustainable strategies also provide commercial efficiencies. We continue to make steady progress towards our announced goal of net zero scope 1 and scope 2 GHG Emissions by the end of 2025. 

Listening to Stockholder Feedback

We proactively engage with stockholders and feedback from these engagements informs our viewpoints and decisions. We remain committed to regular and transparent engagement. We value your views and would like to hear from you.

On behalf of the entire Board, we would like to thank all of our stockholders for your ongoing support and investment in Range. We are proud of our employees for their many accomplishments and I am very grateful for the counsel and guidance of my fellow directors. We look forward to your vote at the Annual Meeting.

Sincerely yours,

Greg G. Maxwell
Chairman of the Board

March 29, 2024

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Notice of 2024 Annual Meeting of Stockholders

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Table of Contents

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Board Nominees and Committee Memberships

 

Committee Membership

Name

Age

Director Since

Principal Occupation

Audit

Compensation

ESG and Safety

Governance and Nominating

Brenda A. Cline Independent

63

2015

Chief Financial Officer, Treasurer and Secretary of the Chair Kimbell Art Foundation

Chair

Margaret K. Dorman Independent

60

2019

Former EVP, Chief Financial Officer and Treasurer of Smith International, Inc.

Chair

James M. Funk Independent

74

2008

Former Senior Vice President of Equitable Resources

Chair

Steve D. Gray Independent

64

2018

Former Chief Executive Officer of RSP Permian, Inc.

Chair

Charles G. Griffie Independent

51

2023

Former SVP Engineering and Operations, Western Midstream Partners

Greg G. Maxwell Independent Chairman

67

2015

Former Executive Vice President, Finance and Chief Financial Officer of Phillips 66

Reginal W. Spiller Independent

71

2021

President and CEO of Azimuth Energy Investments, LLC and formerly Deputy Assistant Secretary of Oil & Gas at U.S. Department of Energy

Dennis L. Degner

51

2023

Chief Executive Officer and President. Previously Executive Vice President, Chief Operating Officer of Range Resources Corporation

Key Qualifications

 

The following are some of the key qualifications and skills of our Board.

 

CEO/Senior Officer Experience

Industry Experience

Financial Reporting Experience

Banking/ Finance Experience

Engineering/ Geoscience

Technology

Risk Management

Environmental, Health, Safety and Sustainability

Brenda A. Cline

Margaret K. Dorman

James M. Funk

Steve D. Gray

Charles G. Griffie

Greg G. Maxwell

Reginal W. Spiller

Dennis L. Degner

 

The lack of a mark for a particular item does not mean the director does not possess that qualification, skill or experience. We look to each director to be knowledgeable in these areas; however, the mark indicates the item is a particularly prominent qualification, characteristic, skill, or experience that the director brings to the Board.

 

The Board considers the following competencies when evaluating director nominees and board composition as a whole. The Board believes that a mix of these skills and qualifications provides the composition necessary to effectively oversee the Company’s execution of its strategy.

 

CEO/Senior Officer experience. We believe individuals with CEO experience have valuable insight and a practical understanding of organizations, processes, strategy and risk management. Through service as top leaders at other organizations, directors with CEO or senior officer experience bring valued perspectives on common issues affecting publicly traded companies such as Range.

 

Industry experience. We believe that experience as an executive, director or other leadership position in the energy industry is an important consideration for service on the Board.  Individuals with specific industry experience also brings pertinent background and knowledge to the Board, providing valuable perspective on issues specific to the Company’s business.

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Active Board Oversight of Recent Management Transitions

 

During 2023, the Board oversaw transitions within management, including the promotion of Dennis Degner to the role of CEO.  Many members of the leadership team took on new or restructured roles.  Some of these changes increased the gender diversity of the team and better positions us for long-term success.

 

Corporate Governance Highlights

 

The Board is committed to strong corporate governance policies and practices. We seek to evolve with the best practices in governance and encourage input on governance matters from Range’s stockholders. Range’s corporate governance highlights, which are discussed in more detail beginning on page 20, include:

 

	Independent Chairman
	Committee Charters
	Independent directors meet regularly in executive session without management;
	Regular board and committee self-evaluation process;
	Annual election of all directors;
	Majority Vote Standard – No super majority voting requirement;
	Stockholders have the right to call special meetings;
	Stockholders may take action by written consent;
	Stockholders have the right to proxy access;
	Approximately 1/3 of independent directors are women;
	There is at least one opportunity, on an annual basis, for at least five of the then-ten-largest stockholders to meet with two or more independent directors;
	Additionally, every year we actively conduct a stockholder outreach effort which includes independent director participation;
	Board level oversight of ESG efforts; and
	Clawback policy for incentive compensation.

 

Engagement and Responsiveness to Stockholders

 

Management and, in many cases, multiple independent directors conduct regular outreach to gather feedback on our business strategy, corporate governance, executive compensation and sustainability oversight. We maintain a process for stockholders and interested parties to communicate with the Board. Stockholders and interested parties may write or call our Board as provided below:

 

WRITE	CALL	EMAIL	ATTEND
Corporate Secretary Range Resources Corporation 100 Throckmorton Street, Suite 1200 Fort Worth, TX 76102	Investor Relations 817-869-4267	ir@rangeresources.com	Range Annual Meeting

 

Our compensation program received strong stockholder support at our 2023 Annual Meeting with 98% of stockholder votes cast voting in favor of the 2022 compensation of our NEOs.

 

Stockholder Say-on-Pay Approval at the 2023 Annual Meeting

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We have observed a trend of consistent, strong stockholder support for our executive compensation program over the past three years, with stockholders voting to approve the say-on-pay proposal which exceeded a rate of 95% in each of the past three years.

 

			Stockholder Say-on-Pay Approval
	Stockholder support has exceeded   95%   in each of the past three years

 

Due to our strong stockholder support, the Committee did not make specific changes to the executive compensation program in response to the say-on-pay vote results in 2023. The Committee will continue to evaluate our executive compensation program, taking into account stockholder feedback, including future “say-on-pay” vote results.

 

2023 Business Highlights
Delivered Strong Cash Flow		Return of Capital to Stockholders		Maintained a Strong Balance Sheet
$978 million		$96 million		$212 million
Cash Flow from Operating Activities for 2023		Through dividends and share repurchases		Cash on hand at year ended 2023. Liquidity as of December 31, 2023 of $1.5 billion including bank credit facility undrawn as of year end.
Executed on financial guidance;   Recorded net income of $871 million;   Average daily production was 2.14 Bcfe;   Executed opportunistic debt repurchases;   Ended 2023 with proved reserves of 18.1 Tcfe;   Continued to lead in water management by recycling approximately all of our produced water along with peer water;   Completed MiQ certification for our Southwest Pennsylvania assets and earned an “A” grade; and   Steadily progressing toward our 2025 net zero GHG emissions goal.

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ESG Highlights

 

	ENVIRONMENTAL STEWARDSHIP
			We continue to make progress with our goal of Net Zero Scope 1 and Scope 2 GHG Emissions by 2025 through continued GHG emissions reduction efforts, including the purchasing and contracting of carbon credits across a diverse set of high-quality projects
			Range completed the MIQ certification process and earned an “A” grade for the company’s Southwest Pennsylvania (SWPA) production and operations				Ranked second lowest CO2e emissions intensity in a group of 11 peers as a result of our investments in emissions management and advantageous position relative to other operating regions
			Recycled 142% of produced water and flowback volume through our water reuse and sharing program				Reduced methane emissions intensity by 67% since 2019

 

	COMMUNITY IMPACT								SAFETY LEADERSHIP
			Contributed over 1,480 employee volunteer hours in support of charitable and community organizations				Invested $764,000 into our communities including over $155,000 donated to first responders through Range’s Good Neighbors Fund				Range employees completed more than 3,100 hours of safety-related training
			Paid over $4.5 billion in impact fees, royalty and lease payments, and charitable contributions benefiting Pennsylvanians and Pennsylvania communities through 2022								0.00 Days Away, Restricted or Transferred (DART) rate

 

	HUMAN CAPITAL MANAGEMENT				RESPONSIBLE GOVERNANCE
			Employees completed 14.5 hours of training on average				Recognized as one of JUST Capital’s Most JUST Companies
			Introduced new Lyra mental health benefit to support employee well-being				Named to Newsweek Magazine’s 2023 America’s Most Responsible Companies List

 

Important Dates for 2025 Annual Meeting of Stockholders (page 76)

 

Stockholder proposals submitted for inclusion in our 2025 proxy statement pursuant to Rule 14a-8 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), must be received by us on or before November 29, 2024.

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PROXY STATEMENT

We are furnishing you this proxy statement to solicit proxies to be voted at the 2024 Annual Meeting of Stockholders of Range Resources Corporation. The meeting will be held telephonically on May 8, 2024 at 8:00 a.m., Central Time. The proxies also may be voted at any adjournment or postponements of the meeting.

The mailing address of our principal office is 100 Throckmorton Street, Suite 1200, Fort Worth, Texas 76102. We are first furnishing these proxy materials to stockholders on March 29, 2024.

All properly executed written proxies and all properly completed proxies submitted by telephone, mobile device or internet that are delivered pursuant to this solicitation will be voted at the meeting in accordance with the directions given in the proxy, unless the proxy is revoked prior to completion of voting at the meeting.

Only owners of record of shares of Range common stock as of the close of business on March 21, 2024, the record date, are entitled to notice of, and to vote at, the meeting or any adjournments or postponements of the meeting. Each owner of Common Stock on the record date is entitled to one vote for each share of Common Stock held. On March 21, 2024, there were 242,592,521 shares of Common Stock outstanding and entitled to vote.

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PROPOSAL 1    ELECTION OF DIRECTORS

All of our directors are elected to a single year term. As a result, the current term of all our directors expires at the 2024 Annual Meeting. Based on the recommendation received from the Governance and Nominating Committee, our Board of Directors proposes that each of the nominees, all of which are currently serving as directors, be elected for a new term expiring at the 2025 annual meeting or when their successors are duly elected and qualified. Each of the nominees has agreed to serve if elected. If any one of them becomes unavailable to serve as a director, our Board may designate a substitute nominee. In that case, the persons named as proxies will vote for the substitute nominee designated by our Board. Our Board does not presently contemplate that any of the nominees will become unavailable for election. However, Mr. Funk, who will be 75 as of our 2025 Annual Meeting, will be retiring at that time.

Because it is an uncontested election of directors, each nominee must receive more votes “for” the nominee than votes cast “against” the nominee in order for the nominee to be elected to the Board of Directors. Under our by-laws, in the event a candidate for the Board does not receive more “for” votes than votes “against,” the candidate’s resignation from the Board will be considered by the Governance and Nominating Committee. A properly executed proxy marked “Abstain” with respect to the election of one or more of our directors will not be voted with respect to the director or directors indicated, although it will be counted for purposes of determining whether a quorum is present. Uninstructed shares are not entitled to vote on this proposal; therefore, broker non-votes will not affect the outcome of this proposal. Proxies cannot be voted for a greater number of persons than the number of nominees named. The reasons described at the end of each biographical summary for each nominee that discusses the skills, qualifications and attributes of such candidates, led the Governance and Nominating Committee to recommend such persons for election to the Board. In the event of a contested election of directors, a nominee would be required to receive a plurality of the votes of the holders of shares of our common stock present in person or by proxy and entitled to vote at the meeting. Under our by-laws, an “uncontested election” is an election in which the number of nominees for director is not greater than the number to be elected and a “contested election” is an election in which the number of nominees for director is greater than the number to be elected.

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Director Qualifications

Our Corporate Governance Guidelines contain criteria that apply to nominees recommended by the Governance and Nominating Committee for positions on our Board. Under these criteria, members of our Board should:

Our Board prefers to have a reasonable number of directors who have experience within the oil and gas industry. Our Board has also adopted a policy with regard to the consideration of diversity in the selection of candidates for the Board of Directors and that policy has been included in the Governance and Nominating Committee’s charter.

Director Independence

In accordance with applicable laws, regulations, our Corporate Governance Principles and the rules of the New York Stock Exchange (“NYSE”), the Board must affirmatively determine the independence of each director and director nominee. The Governance and Nominating Committee considers all relevant facts and circumstances including, without limitation, transactions during the previous year between Range and the director directly, immediate family members of the director, organizations with which the director is affiliated, and the frequency and dollar amounts associated with these transactions. The Committee then makes a recommendation to the Board with respect to the independence of each director and director nominee. Based on these considerations, the Board determined the following directors are independent:

	Brenda A. Cline
	Margaret K. Dorman
	James M. Funk
	Steve D. Gray
	Charles G. Griffie
	Greg G. Maxwell
	Reginal W. Spiller
	Dennis L. Degner*

Director Refreshment

Over time, the Board refreshes its membership through a combination of adding or replacing directors to achieve the appropriate balance between maintaining longer-term directors with deep institutional knowledge and adding directors who bring a diversity of perspectives and experience. Examples include the following:

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	BRENDA A. CLINE
	Independent Director Age: 63 Director Since: 2015	Board Committees:   • Audit (Chair) • ESG & Safety • Governance and Nominating

Ms. Cline became a director in 2015. Since 1993, Ms. Cline has served as Chief Financial Officer, Treasurer, and Secretary of the Kimbell Art Foundation, a private operating foundation that holds significant investments in oil and gas interests and owns and operates the Kimbell Art Museum, Fort Worth, Texas. From 1993 until 2013, Ms. Cline also served as a contract author for Thomson Reuters, Fort Worth, Texas. Before 1993, Ms. Cline was a Senior Manager with Ernst & Young LLP. Ms. Cline also serves on the Board of Trustees of Texas Christian University. Ms. Cline is a certified public accountant. She received her Bachelor of Business Administration, Accounting degree, summa cum laude, from Texas Christian University.

Current Public Company Directorships: Tyler Technologies; American Beacon Funds

Public Company Directorships Within the Past Five Years: Cushing Funds

Key Attributes, Skills and Experience

Ms. Cline has extensive experience in a number of areas including accounting and finance. She serves as chair of the Company’s Audit Committee. Her experience as a current chief financial officer, her public accounting experience and her work as an independent board member are the primary factors in the Board having elected Ms. Cline originally as a Director of the Company and for the Governance and Nominating Committee’s recommendation that she be nominated for re-election to the Board.

	MARGARET K. DORMAN
	Independent Director Age: 60 Director Since: 2019	Board Committees:   • ESG & Safety (Chair) • Audit

Margaret K. Dorman became a director in 2019. Ms. Dorman has over 30 years of experience in the energy industry, largely focused in the oilfield service and equipment sector. In 2009, she retired as the Executive Vice President, Chief Financial Officer and Treasurer of Smith International, Inc. (now part of Schlumberger Limited) after spending more than a decade in that role. Previously, she held management positions at Landmark Graphics, prior to its acquisition by Halliburton Corporation and Ernst & Young LLP. Ms. Dorman received a Bachelor of Arts degree in Economics-Business from Hendrix College and is a certified public accountant.

Current Public Company Directorships: None

Public Company Directorships Within the Past Five Years: EQT Corporation, Equitrans Midstream Corporation

Key Attributes, Skills and Experience

Ms. Dorman has over ten years of executive level management in the energy industry. She serves as chair of the Company’s ESG & Safety Committee. Ms. Dorman brings a variety of accounting, financial and executive experience and perspective to the Board. Ms. Dorman’s background and experience led the Board to originally select and appoint Ms. Dorman as a Director of the Company and for the Governance and Nominating Committee to nominate her for re-election to the Board.

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	JAMES M. FUNK
	Independent Director Age: 74 Director Since: 2008	Board Committees:   • Governance and Nominating (Chair) • ESG & Safety • Compensation

Mr. Funk is an independent consultant and producer with over 40 years of experience in the energy industry. Mr. Funk served as Senior Vice President of Equitable Resources and President of Equitable Production Co. from June 2000 until December 2003. Previously, Mr. Funk was employed by Shell Oil Company for 23 years in senior management and technical positions. Mr. Funk has previously served on the boards of Westport Resources (2000 to 2004) and Matador Resources Company (2003 to 2008). Mr. Funk received a B.A. degree in Geology from Wittenberg University, a M.S. in Geology from the University of Connecticut, and a PhD in Geology from the University of Kansas. Mr. Funk is a Certified Petroleum Geologist.

Current Public Company Directorships: None

Public Company Directorships Within the Past Five Years: Superior Energy Services

Key Attributes, Skills and Experience

Mr. Funk was selected to serve as a Director based on his strong technical experience in geology as well as his knowledge of the Appalachian basin where all of the Company’s current exploration is being conducted. He has significant technical expertise in unconventional oil and gas resources and knowledge of oil and gas exploration and development generally as well as reserves determination and reporting in particular as a result of his service at Shell and Equitable Production, one of the leading companies in the Appalachian basin. Mr. Funk has knowledge from his service with Equitable regarding the regulatory, political and environmental arenas in Pennsylvania. All of these skills and attributes were considered by the Board in originally selecting Mr. Funk to join the Board and led the Governance and Nominating Committee to nominate him for re-election to the Board.

	STEVE D. GRAY
	Independent Director Age: 64 Director Since: 2018	Board Committees:   • Compensation (Chair) • ESG & Safety

Steve Gray became a director in 2018. Mr. Gray served as a founder, director and Chief Executive Officer of RSP Permian Inc. from its inception in 2010 until its merger with Concho Resources in 2018. After the merger with Concho, he joined Concho’s Board of Directors and served until Concho’s merger with Conoco Phillips. Prior to forming RSP Permian, Mr. Gray founded several successful oil and gas ventures spanning nearly 20 years in partnerships with Natural Gas Partners, a Dallas, Texas-based private equity company. Prior to going into business for himself, Mr. Gray spent 11 years employed in the oil and gas industry in various capacities as a petroleum engineer. Mr. Gray currently serves as the Chairman of the Board of Permian Resources, Inc. (NYSE:PR) a public oil and gas company with operations in the Permian Basin and on the advisory board of Saxum Energy Partners, a private partnership focused on the acquisition of oil and gas minerals. In addition, he serves on the Texas Tech Foundation Board of Directors and he is a member of the Petroleum Engineering Academy at Texas Tech University – the institution from which he earned a Bachelor of Science in Petroleum Engineering in 1982.

Current Public Company Directorships: Permian Resources, Inc.

Public Company Directorships Within the Past Five Years: RSP Permian Inc., Concho Resources, Inc.

Key Attributes, Skills and Experience

Mr. Gray was selected to serve as a Director based on his extensive experience as an oil and gas business executive who has over 35 years of experience in the industry. Mr. Gray has held leadership positions in public oil and gas companies, including as CEO, which provides him invaluable board skills and experience. Mr. Gray’s background and experience led the Board to originally select and appoint Mr. Gray as a Director of the Company and for the Governance and Nominating Committee to nominate him for re-election to the Board.

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	CHARLES G. GRIFFIE
	Independent Director Age: 51 Director Since: 2023	Board Committees:   • Governance and Nominating • ESG & Safety

Mr. Griffie became a director in 2023. Mr. Griffie has more than 25 years of experience in the oil and gas industry, with a focus in midstream and E&P operations. In 2022, he retired as Senior Vice President Engineering and Operations of Western Midstream Partners, LP. Mr. Griffie also worked in the Appalachia Basin and was a founding executive and Senior Vice President, Midstream and Marketing for Olympus Energy. Prior to that, Mr. Griffie had an extensive career with Anadarko Petroleum Corporation. Mr. Griffie earned a bachelor’s degree in mechanical engineering and an MBA from the University of Colorado at Denver. He has also completed the Program for Leadership Development – Executive Education at Harvard Business School.

Current Public Company Directorships: None

Public Company Directorships Within the Past Five Years: None

Key Attributes, Skills and Experience

Mr. Griffie was selected to serve as a Director based on his extensive experience as an oil and gas business executive who has over 25 years of experience in the industry. Mr. Griffie has held leadership positions in public oil and gas companies, brings extensive operational experience along with significant expertise in Health Safety and Environmental which is considered highly beneficial to the Board. Mr. Griffie’s background and experience led the Board to originally select and appoint Mr. Griffie as a Director of the Company and for the Governance and Nominating Committee to nominate him for re-election to the Board.

	GREG G. MAXWELL
	Chairman of the Board Age: 67 Director Since: 2015	Board Committees:   • Audit • Compensation • ESG & Safety

Mr. Maxwell became a director in 2015. Mr. Maxwell served as executive vice president, finance, and chief financial officer for Phillips 66, a diversified energy manufacturing and logistics company until his retirement on December 31, 2015. Mr. Maxwell has over 37 years of experience in various financial roles within the petrochemical and oil and gas industries. Mr. Maxwell served as senior vice president, chief financial officer and controller for Chevron Phillips Chemical Company from 2003 until joining Phillips 66 in 2012. He joined Phillips Petroleum Company in 1978 and held various positions within the comptroller’s group including the corporate planning and development group, the corporate treasury department and downstream business units. He is a certified public accountant and a certified internal auditor. He earned a Bachelor of Accountancy degree from New Mexico State University in 1978.

Current Public Company Directorships: None

Public Company Directorships Within the Past Five Years: Jeld – Wen Holding, Inc.

Key Attributes, Skills and Experience

Mr. Maxwell’s background includes a significant amount of experience in public company finance and financial reporting and, as a result, he has significant experience with SEC filings required of public companies in the energy business. His wide and varied experience in the energy business, including information technology, have provided him with an understanding and insight concerning the risks faced by oil and gas companies. He currently serves as the Chairman of the Board. Mr. Maxwell’s corporate finance, accounting, technology and financial reporting experience led the Governance and Nominating Committee to originally appoint him as a Director of the Company and for the Governance and Nominating Committee to nominate him for re-election to the Board.

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	REGINAL W. SPILLER
	Independent Director Age: 71 Director Since: 2021	Board Committees:   • Governance and Nominating • ESG & Safety • Compensation

Mr. Spiller became a director in 2021. Mr. Spiller began his energy career as a geologist with Exxon USA and is now President and CEO of Azimuth Energy Investments, LLC, providing energy advisory services to upstream companies. Mr. Spiller also had a distinguished public service career, having served as the Deputy Assistant Secretary of Oil and Gas at the U.S. Department of Energy, focusing on the development of advanced technologies for the natural gas and oil industry. He is still active with the DOE’s fossil energy technology and carbon capture projects and has served on several National Research Council/National Academy of Science boards. He is a member of the American Association of Petroleum Geologists, Society of Petroleum Engineers, Geologic Society of America, and the National Association of Black Geoscientists. He earned a Bachelor’s degree in Geology from the State University of New York and a M.S. in Geology from Pennsylvania State University.

Current Public Company Directorships: None

Public Company Directorships Within the Past Five Years: None

Key Attributes, Skills and Experience

Mr. Spiller was selected to serve as a Director based on his technical experience in geology as well as his experience in the oil and gas business. He brings to the Board a depth of knowledge and experience in technological areas important to the Company. His background and experience led the Board to select and originally appoint Mr. Spiller as a Director of the Company and for the Governance and Nominating Committee to nominate him for re-election to the Board.

	DENNIS L. DEGNER
	Age: 51 Director Since: 2023	Board Committees:   • None

On May 10, 2023, Mr. Degner’s appointment as the Company’s Chief Executive Officer and President became effective. Having joined Range in 2010, Mr. Degner was named senior vice president of operations in 2018 and Chief Operating Officer in May 2019. Previously, Mr. Degner served as vice president of the Appalachia business unit. Mr. Degner has more than 25 years of oil and gas experience, having worked in a variety of technical and managerial positions across the United States including, Texas, Louisiana, Wyoming, Colorado and Pennsylvania. Prior to joining Range, Mr. Degner held positions with EnCana, Sierra Engineering and Halliburton. Mr. Degner is a member of the Society of Petroleum Engineers. Mr. Degner holds a Bachelor of Science Degree in Agricultural Engineering from Texas A&M University.

Current Public Company Directorships: None

Public Company Directorships Within the Past Five Years: None

Key Attributes, Skills and Experience

Mr. Degner is a highly experienced oil and gas business executive who has a very deep technical understanding of the development of oil and gas reserves, particularly oil and gas reserves from unconventional resources. The Governance and Nominating Committee considers having the benefit of the technical management perspective provided to the Board from Mr. Degner highly desirable and beneficial to the long term growth and development of the Company because its exploration and development strategies, especially in the Marcellus Shale play, are important to stockholder value. The Governance and Nominating Committee also believes having the point of view of the Chief Executive Officer represented on the Board is in the best interest of the stockholders and therefore, the Governance and Nominating Committee nominated Mr. Degner as a director for re-election to the Board.

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Consideration of Stockholder Nominees for Director

The policy of our Governance and Nominating Committee is to consider stockholder nominations for director candidates as described below under “Identifying and Evaluating Board Nominees for Directors, including Diversity Considerations.” In evaluating such nominations and in evaluating the composition of the Board, our Governance and Nominating Committee seeks to achieve a balance of knowledge, experience and capability on our Board and to address the membership criteria set forth above under “Director Qualifications”. Any stockholder nominations proposed for consideration by our Governance and Nominating Committee should include the nominee’s name and qualifications for Board of Directors membership, meet the requirements set forth in our by-laws and should be addressed to: Corporate Secretary, Range Resources Corporation, 100 Throckmorton Street, Suite 1200, Fort Worth, Texas 76102.

Identifying and Evaluating Board Nominees for Directors, including Diversity Considerations

Our Governance and Nominating Committee uses a variety of avenues to identify and evaluate director nominees. The Committee regularly assesses the appropriate size of our Board and whether any vacancies are expected due to retirement or otherwise. If vacancies are anticipated, or otherwise arise, our Governance and Nominating Committee considers various potential candidates for the Board. Candidates may come to the attention of the Committee through current Board members, stockholders or other persons. Candidates may be evaluated at regular or special meetings of the Committee and may be considered at any point during the year.

The Board ensures refreshment and continued effectiveness through evaluation, nomination and other policies, processes and practices. For example:

The Committee also considers any stockholder nominations for candidates for our Board. Following verification of the stockholder status of persons proposing candidates, recommendations are provided to and considered by our Governance and Nominating Committee at a regularly scheduled meeting, which is generally the first or second meeting before the issuance of the proxy statement for our annual meeting. If any materials are provided by a stockholder in connection with the nomination of a director candidate, such materials are forwarded to our Governance and Nominating Committee. Our Governance and Nominating Committee also reviews materials provided by other parties in connection with a nominee who is not proposed by a stockholder. In evaluating such nominations, our Governance and Nominating Committee seeks to achieve a balance of knowledge, experience and capability on our Board of Directors and evaluates the experience, skills, abilities and qualifications of each candidate and considers the diversity of the current members of the Board. Our Governance and Nominating Committee has in the past used a paid third-party to identify potential directors and if it does engage such third party, it is committed to having any such third party seek candidates, regardless of gender, ethnicity or national origin, as part of the Board’s commitment to consideration of diversity as described in the Company’s Corporate Governance Guidelines and the Committee’s charter. The Governance and Nominating Committee annually assesses the effectiveness of the Company’s diversity policy in connection with the selection of individual candidates for election or re-election to the Board. As the Board evolves, gender, racial and ethnic diversity will be an important factor considered in assessing the overall mix of skills, experience, background and characteristics. We recognize the importance of diversity and welcome continued dialogue with our investors on this topic.

Proxy Access

The Company’s By-Laws allow a stockholder or group of stockholders that meet certain criteria and requirements to nominate candidates for election to the Board and have such persons included in the Company’s proxy statement. The basic requirements to be met in order to submit a candidate for election to the Board utilizing proxy access are that a stockholder or group of stockholders comprised of no more than 20 unaffiliated stockholders must have owned at least 3% of the outstanding common stock of the Company for at least 3 years in order to submit a nominee. The maximum number of nominees is 20% of the Board or 2, whichever is greater. If you wish to utilize the Company’s proxy access process, you must submit the information required under the By-Laws to the Company not less than one hundred and twenty (120) days nor more than one hundred and fifty (150) days prior to the first anniversary of the date that the Company first distributed its proxy statement to stockholders for the previous year’s Annual Meeting (i.e. March 29, 2024). Copies of the Company’s By-laws are available on the Company’s website at www.rangeresources.com or upon request addressed to the Company’s Corporate Secretary. Any questions regarding the Company’s proxy access procedures may be directed to the Company’s Corporate Secretary.

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CORPORATE GOVERNANCE

We are committed to having sound and strong corporate governance principles. We believe having such principles and using them in the daily conduct of our business is essential to running our business efficiently and to maintaining our integrity in the marketplace and among the Company’s various constituents, including the public and you, our stockholders. The Board continually reviews evolving best practices in governance and seeks input from Range’s stockholders through our ongoing stockholder engagement program. Our website contains a number of documents, available free of charge, that are helpful to your understanding of our corporate governance practices, including:

A summary of key governance highlights are noted below:

	Director retirement age of 75
	Ability of stockholders to act by written consent
	Ability of stockholders to call special meetings
	Majority voting for directors
	Annual election of all directors
	Diverse board skills and experience
	Annual board, committee and director evaluations
	Stockholder outreach to over 65% of outstanding shares before the 2024 Annual Meeting
	Code of business conduct and ethics

	Corporate governance guidelines
	Stockholders have the right to proxy access
	Board and Audit Committee risk oversight
	Compensation risk assessment
	Review of related party transactions
	Non-hedging and pledging policies of Company stock
	Insider trading policy
	Clawback policy
	Executive sessions of independent directors held at each regularly scheduled Board Meeting
	Management and director stock ownership guidelines

Board Leadership Structure

Chairman and CEO Roles

At different times in the Company’s history, the positions of chairman and chief executive officer have been split or combined as circumstances have warranted. The Board recognizes that no single leadership structure is right for all companies at all times. Accordingly, annually the Board may elect as Chairman any member of the Board, including the CEO. Currently, the Chairman is independent. The Chairman of the Board presides at the Board meetings and meetings of stockholders and his responsibilities include, among other things:

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Board of Directors

Attendance

The Board of Directors met seven times in 2023. Each director attended at least 75% of the meetings held by the Board and the committees on which he or she served during the year. Directors are expected to attend all meetings of stockholders, the Board and the committees which they serve. All of our directors attended the 2023 Annual Meeting of Stockholders.

Executive Sessions of Non-Employee Directors

Non-employee directors ordinarily meet in executive session without management present at each regularly scheduled Board meeting and may meet at other times at the discretion of the Chairman or at the request of any non-employee director.

Review and Approval of Related Person Transactions

Our Governance and Nominating Committee Charter includes a provision regarding the review and approval of related person transactions. Our Governance and Nominating Committee is charged with reviewing transactions which would require disclosure under our filings under the Exchange Act, and related rules, as a related person transaction, and making a recommendation to our Board regarding the initial authorization or ratification of any such transaction. If our Board of Directors considers ratification of a related person transaction and determines not to ratify the transaction, management is required to make all reasonable efforts to cancel or annul such transaction.

In determining whether or not to recommend the approval or ratification of a related person transaction, our Governance and Nominating Committee will consider the relevant facts and circumstances including, if applicable:

Employment of Family Members

Mark Windle serves as the Company’s Director – Corporate Communications. Mr. Windle is the brother of Erin McDowell, the Company’s General Counsel. Mr. Windle was paid an aggregate salary and bonus of approximately $239,000 for his services in 2023. Like all full-time Company employees, Mr. Windle is eligible to receive an annual equity award along with health and welfare benefits on the same basis as other eligible employees. In 2023, Mr. Windle’s equity award was valued at approximately $170,000. Mr. Windle’s employment with us pre-dates Ms. McDowell’s tenure and he does not report, directly or indirectly, to Ms. McDowell. 

Code of Business Conduct and Ethics

We have a written Code of Business Conduct and Ethics which is applicable to all of our directors and employees including our principal executive officer, our principal financial officer and our principal accounting officer. We intend to post amendments to and waivers, if any, from our code of ethics (to the extent applicable to our principal executive and financial officers and directors) on our website at www.rangeresources.com under the section titled “Corporate Governance.” The latest change to our Code of Business Conduct and Ethics was posted February 20, 2013. The Code of Business Conduct and Ethics was reviewed by our Board of Directors and our Governance and Nominating Committee in early 2024.

Risk Oversight by the Board

The Board’s role in risk oversight recognizes the multifaceted nature of risk management. It is a control and compliance function, but it also involves strategic considerations in normal business decisions, finance, security, cybersecurity, safety, health and environmental concerns.

The Board has empowered its Committees with risk oversight responsibilities. Each of the Committees meets regularly with management to review, as appropriate, compliance with existing policies and procedures and to discuss change or improvement that may be required or desirable. In addition, the Board receives regular and detailed reports from management covering cybersecurity and other risks involving technology.

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Audit Committee		Compensation Committee		ESG and Safety Committee		Governance and Nominating Committee
Primary Risk Oversight: •  Financial statements and reporting •  Enterprise risk management program		Primary Risk Oversight: •  Compensation policies/practices •  Incentive related risks •  Succession planning		Primary Risk Oversight: •  Sustainability, EHS and climate matters •  Workplace health and safety		Primary Risk Oversight: •  Governance structure and policies •  Director qualifications and skills

The Audit Committee plays a central role in the Board’s oversight of internal risks, by evaluating the Company’s financial reporting, by supervising the internal audit function, interfacing with the independent auditor, regularly communicating with the Chief Financial Officer and other members of management, monitoring the Company’s compliance programs, including the Company’s third party anonymous hotline for the notification of compliance concerns, supervising the investigation of any alleged financial fraud, monitoring the Company’s internal risk forums and the Company’s enterprise risk management program (the responsibility for which the Audit Committee shares with the Board).

The Compensation Committee considers the possible risk implications of the Company’s various compensation programs and plans and monitors the elements of such compensation programs so that risk in the behavior of the employees of the Company, including our NEOs, is considered in such policies and programs and does not incentivize excess risk taking.

The ESG and Safety Committee monitors risks and opportunities related to ESG, climate and sustainability matters including identifying, assessing, monitoring and managing the principal risks associated with health, safety and the environment.

The Governance and Nominating Committee is responsible for the oversight of the Company’s governance processes and monitors those processes, including the Company’s Code of Business Conduct and Business Ethics compliance function, Board Committee Charters and Board annual evaluations, to evaluate their effectiveness in avoiding the creation of risk to the Company and providing for proper and effective governance of the Company.

Cybersecurity is an integral part of risk management. The Board appreciates the rapidly evolving nature of threats presented by cybersecurity incidents and is committed to the prevention, timely detection and mitigation of the effects of any such incidents. Our Board of Directors receives a quarterly cybersecurity report from our information technology department and an update from management which includes additional discussions of any relevant issues related to the understanding of technology and cybersecurity risk that may be relevant at any given time. This report includes, among other things, information regarding our current security posture and on-going cybersecurity events. Cybersecurity incidents meeting a pre-determined minimum threshold are communicated to our Board. Range has not experienced a material cybersecurity breach within the past three years.

While the Board and its committees oversee risk management, Range management is responsible for managing risk. We have a robust enterprise risk management process for identifying, assessing and managing risk and monitoring risk mitigation strategies which is reviewed quarterly by the Audit Committee. Under the leadership of our Principal Accounting Officer, a committee of officers and senior managers work across the business to manage each enterprise level risk and to identify emerging risks and the results are reported annually to the Board.

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Corporate Sustainability

Our commitment to acting responsibly and ethically guides our work each day, influencing every aspect of our operations from the boardroom to the well pad. We are committed to operating in a sustainable manner and proactively working with the communities where we operate to ensure that our team can deliver long-term, sustainable value to our stockholders, business partners and community members, all while protecting the environment and creating economic opportunity.

Our corporate sustainability strategy is guided by the following five key tenets aimed at delivering long-term, sustainable value to our stockholders, business partners and community members:

Our Board feels strongly that executing on these key tenets is important to our long-term sustainable growth. As a result, in 2024, 25% of certain executive officers’ respective Annual Incentive Awards is tied to goals in the area of corporate sustainability.

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Safety Leadership

Environmental Stewardship

Community Impact

Corporate Governance

Human Capital Management

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Board Committees

Our Audit Committee, Compensation Committee, ESG & Safety Committee and Governance and Nominating Committee are each composed of independent directors. The primary responsibilities of the committees are described below. From time to time, the Board delegates additional duties to the standing committees. The Board has dissolved the Dividend Committee.

		Audit Committee	Meetings in 2023: 6*
		Members: Brenda A. Cline (Chair), Margaret K. Dorman, Greg G. Maxwell

 

Primary Responsibilities  

 

•  prepares the Audit Committee report for inclusion in the annual proxy statement;

•  annually reviews our Audit Committee charter and our Audit Committee’s performance;

•  appoints, evaluates and determines the compensation of our independent registered public accounting firm;

•  reviews and approves the scope of the annual audit; the audit fee and the financial statements;

•  reviews our disclosure controls and procedures;

•  supervises our internal audit functions;

•  reviews our corporate policies with respect to financial information and earnings guidance;

•  oversees any investigations into complaints concerning financial matters; and

•  reviews any risks that may have a significant impact on our financial statements.

 

The Audit Committee members are independent within the meaning of the listing standards of the NYSE, SEC regulations and our Corporate Governance Guidelines and are financially literate. The Board has determined that Ms. Cline is the “audit committee financial expert” within the meaning of the SEC’s regulations. In addition, the other members of the committee, Ms. Dorman and Mr. Maxwell also qualify as a “financial expert” under the applicable standards.

 

*The Committee met with the Company’s internal audit and independent auditor at all six meetings, with and without management present.

		Compensation Committee	Meetings in 2023: 7
		Members: Steve D. Gray (Chair), James M. Funk, Greg G. Maxwell, Reginal W. Spiller

Primary Responsibilities

 

•  discharges our Board of Directors’ responsibilities to compensation of our executives and directors;

•  produces an annual report on executive compensation for inclusion in our proxy statement;

•  provides oversight of our compensation structure, including our equity compensation plans and benefits programs;

•  reviews and provides guidance on our human resources programs;

•  provides guidance on succession planning for our senior management;

•  retains and approves the terms of the retention of any compensation consultants and other compensation experts;

•  evaluates human resources and compensation strategies and oversees our total incentive compensation program, including considering the risks associated with such programs;

•  reviews and approves objectives relevant to executive officer compensation and evaluates performance;

•  determines the compensation of executive officers in accordance with those objectives;

•  approves and amends our incentive compensation and equity award or share-based payment program (subject to stockholder approval, if required);

•  oversees our clawback policy;

•  recommends director compensation to our Board of Directors;

•  monitors director and executive stock ownership; and

•  annually evaluates its performance and its charter.

 

All of the members of our Compensation Committee are independent within the meaning of the listing standards of the NYSE, SEC regulations and our Corporate Governance Guidelines. The report of our Compensation Committee is included in this Proxy Statement. The Compensation Committee’s Charter was prepared by the Compensation Committee and approved by the Governance and Nominating Committee and the Board of Directors. 

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		ESG & Safety Committee	Meetings in 2023: 4
		Members: Margaret K. Dorman (Chair), Brenda A. Cline, James M. Funk, Steve D. Gray, Charles G. Griffie, Greg G. Maxwell, Reginal W. Spiller

Primary Responsibilities

 

•  assists in the Board’s oversight of sustainability and ESG practices, so that sustainability and ESG risks and opportunities are taken into account when making strategic decisions;

•  develops recommendations to the Board for the formulation and adoption of policies, programs and practices to address sustainability and ESG risks and opportunities;

•  reviews and monitors our compliance with policies, programs and practices concerning safety, sustainability, ESG and climate change-related issues;

•  identifies, evaluates and monitors sustainability, ESG and climate-related risks which affect or could affect our business activities, performance and reputation; and

•  reviews sustainability, ESG and climate change-related legislative and regulatory issues affecting our business and operations.

 

All of the members of our ESG & Safety Committee are independent within the meaning of the listing standards of the NYSE, SEC regulations and our Corporate Governance Guidelines. The ESG & Safety Committee’s charter was prepared by the ESG & Safety Committee and approved by the Board of Directors.

 

To supplement our expertise, we may bring in outside subject matter experts to advise members on current and developing issues relevant to our business.

		Governance and Nominating Committee	Meetings in 2023: 6
		Members: James M. Funk (Chair), Brenda A. Cline, Charles G. Griffie, Reginal W. Spiller

Primary Responsibilities  

 

•  identifies individuals qualified to become directors (including receiving and considering stockholder suggested nominees) consistent with criteria approved by our Board of Directors;

•  oversees the organization of our Board of Directors to discharge our Board of Directors’ duties and responsibilities properly and efficiently;

•  reviews, when necessary, any potential related person transaction of our Company;

•  identifies best practices and recommends corporate governance principles to our Board, including giving proper attention and making effective responses to stockholder concerns regarding corporate governance;

•  annually assesses the size and composition of our Board of Directors including the diversity of the Board;

•  develops membership qualifications for our Board committees;

•  determines director independence;

•  monitors compliance with our Board of Directors and our Board committee membership criteria;

•  annually reviews and recommends directors for election to the Board;

•  reviews governance-related stockholder proposals and recommends our Board of Directors’ response; and

•  oversees the evaluation of our Board and management, including succession.

 

All of the members of the Governance and Nominating Committee are independent within the meaning of the listing standard of the NYSE, SEC regulations and our Corporate Governance Guidelines.

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Director Compensation

Director compensation is set by the Compensation Committee after working with our independent compensation consultant and a review of a peer group of companies. The Compensation Committee generally approves compensation for directors just prior to the Board of Directors’ meeting following the election of directors at the Annual Meeting. Compensation arrangements for directors are effective with each election to the Board at the Annual Meeting. The Compensation Committee has also approved the payment of annual stock awards to the directors for a portion of their overall director compensation. Directors who are company employees do not receive any separate compensation for service on the Board or committees of the Board.

CASH COMPENSATION

The following are the annual cash retainers and fees we paid to our non-employee directors for the 2023-2024 term:

Directors do not receive meeting fees for attendance at Board or Committee meetings.

EQUITY-BASED COMPENSATION AND STOCK OWNERSHIP REQUIREMENTS

For 2023, non-employee directors received an Annual Restricted Stock Award valued at $200,000. In addition, the Chairman received an additional restricted stock award valued at $75,000. Non-employee directors may defer all or a portion of their cash fees and their stock awards in our Active Deferred Compensation Plan. Directors have the power to change their tracking investment options in the Deferred Compensation Plan among the funds listed on page 64. The Annual Stock Awards are fully vested one year from the date of grant or upon the director’s departure from our Board.   If a director has not achieved the required level of share ownership, the director is required to retain an amount equal to 50% of the shares received as a result of any equity awards granted to the director by the Company until he or she is in compliance with the stock ownership policy. A director must continue to retain shares in the amount required for as long as the director serves on the Board. As of the date of this Proxy Statement, all of our current directors, except Mr. Spiller and Mr. Griffie, are in compliance with the stock ownership guidelines. Messrs. Spiller and Griffie are currently required to retain a minimum of 50% of each award. The requirement to retain 50% was established to allow limited sales as necessary to satisfy tax withholding obligations.

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2023 DIRECTOR COMPENSATION

Columns (d), (e), (f) and (g) covering stock appreciation rights (“SARs”), Non-Equity Incentive Plan Compensation, Changes in Pension Values and all other Compensation, respectively, have been deleted from the SEC-prescribed table format because the directors do not receive any such compensation.

The Governance and Nominating and Compensation Committees continue to monitor the activities and time responsibilities of each director to determine if a change in circumstances would warrant a change in the director fee structure. The directors are reimbursed for their travel and out-of-pocket expenses in connection with their duties as a director. In addition, the directors are allowed to participate in our Deferred Compensation Plan but their deferrals do not qualify for our Company match. We do not provide to directors any of the following: any legacy awards or charitable awards programs for directors upon retirement, tax reimbursement arrangements, payments in connection with a Change in Control, securities or products purchased at a discount or life insurance arrangements. However, any unvested restricted stock will become vested in connection with a Change in Control.

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Compensation Committee Interlocks and Insider Participation

The Compensation Committee of our Board of Directors at fiscal year ended December 31, 2023, consisted of Messrs. Gray, Funk, Maxwell and Spiller. None of the members of the Compensation Committee were at any time during 2023 an officer or employee of the Company. None of our executive officers serve as a member of a board of directors or a compensation committee of any entity that has one or more executive officers serving as a member of our Board or Compensation Committee. 

Stock Ownership-Directors, Management and Certain Beneficial Owners

The following table shows, as of March 21, 2024, the number of shares of common stock “beneficially owned,” as determined in accordance with Rule 13d-3 under the Exchange Act, by the directors, the NEOs, and all senior executive officers and directors, as a group:

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Security Ownership of Certain Beneficial Owners

The following table reflects the beneficial ownership of our common stock based upon the 242,592,521 common shares outstanding as of March 21, 2024, by each person known to us to be the beneficial owner of more than 5% of the outstanding shares of our common stock. Unless otherwise indicated, to our knowledge, each stockholder has sole voting and dispositive power with respect to the securities beneficially owned by that stockholder and no such securities were subject to a pledge.

Delinquent Section 16(a) Reports

Section 16(a) of the Exchange Act requires our directors, executive officers and any person beneficially owning more than 10% of our common stock to file reports of ownership and any changes in ownership with the SEC. Based solely on our review of such reports filed with the SEC and representations provide to us by persons required to file reports under Section 16 of the Exchange Act, our directors, executive officers and greater than ten-percent beneficial owners timely complied with their Section 16(a) filing requirements during 2023.

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PROPOSAL 2    ADVISORY VOTE TO APPROVE EXECUTIVE COMPENSATION

As we do each year, and as required by Section 14A of the Exchange Act, we provide our stockholders with the opportunity to vote to approve, on an advisory basis, the compensation of our NEOs as disclosed in the Proxy Statement in accordance with the SEC’s compensation disclosure rules. The executive compensation program is described in the Compensation Discussion and Analysis section beginning on page 32 and the other tables and narrative disclosures in this Proxy Statement.

The executive compensation program for the NEOs includes many best-practice features that are intended to enhance the alignment of compensation with the interests of Range’s stockholders:

What We Do
	Majority of NEO compensation is at risk and performance based, which links pay to performance		Maintain robust stock ownership goals for senior executives
	Seek stockholder engagement and incorporate feedback		Engage an independent compensation consultant to advise the committee
	Exercise negative discretion when appropriate		Benchmark executive compensation against our industry peers
	All long-term incentive awards are payable in stock		Dedicate time to executive succession planning and leadership development each year
	Financial performance metrics underlying long-term incentive awards are objective and aligned with stockholders’ interests		Compensation Peer Group reviewed annually
	Perform annual say-on-pay advisory vote for stockholders		Include HSE metrics in annual incentive compensation to further align with stakeholder interests

We are therefore asking stockholders to vote on the following resolution:

RESOLVED, that the stockholders approve the compensation of the NEOs as disclosed in this Proxy Statement pursuant to the SEC’s compensation disclosure rules, including the Compensation Discussion and Analysis and the compensation tables.

Required Vote and Recommendation

As an advisory vote, the matter for which stockholders have the opportunity to vote under Proposal 2 is non-binding. Although the vote is non-binding, the Board of Directors and the Compensation Committee value the opinions of our stockholders and will carefully consider the outcome of the vote when making future compensation decisions for our NEOs.

If you own shares through a bank, broker or other holder of record, you must instruct them how to vote so that your vote can be counted on this proposal as uninstructed shares are not entitled to vote with regard to Proposal 2. The affirmative vote of a majority of the shares present in person or represented by proxy and entitled to vote is required to approve this Proposal 2.

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Compensation Discussion and Analysis

This Compensation Discussion and Analysis (CD&A) describes the material elements, objectives and principles of Range’s executive compensation program, compensation decisions made in 2023 and 2024 (through the date of this proxy statement filing) and the factors the Compensation Committee considered in making those decisions.

For 2023, our named executive officers, or NEOs were:

The 2023 Compensation of these NEOs is explained in the following sections and in the compensation tables and related disclosures under “Executive Compensation Tables” (beginning on page 51) that follows this CD&A. This CD&A is divided into five sections:

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1	EXECUTIVE SUMMARY

Executive Compensation Program Objectives

In 2023, the Compensation Committee strived to maintain a compensation program that is consistent with industry practice and designed to attract and retain outstanding executives by providing incentives to reward them for superior performance that supports Range’s long-term strategic objectives.

The 2023 executive compensation program was expected to:

We achieved these objectives in 2023 by:

Commitment to Pay-for-Performance

We remain committed to the pay-for-performance philosophy for our compensation programs with a substantial portion of our NEO compensation strongly aligned with the experience of our stockholders.

2023 Stockholder Engagement

Stockholders have supported our compensation program with an average of 97% of all votes cast in favor of say-on-pay over the past three years. In 2023, we were pleased to receive 98% of votes cast in favor of say-on-pay. During our routine stockholder engagements in 2023, we reached out to stockholders representing more than 65% of outstanding shares. Key topics discussed during the engagement process in 2023 included Board refreshment and governance, capital allocation, stockholder returns, executive compensation and our progress on stated Company strategies.

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Our Executive Compensation Practices

The executive compensation program for the NEOs includes many best practice features that are intended to enhance the alignment of compensation with the interests of Range’s stockholders:

	What We Do			What We Don’t Do
	Seek stockholder engagement and incorporate feedback			Grant annual cash bonuses or long-term incentive awards to executive officers that are not subject to clawback
	Majority of NEOs compensation is at risk and performance based, which links pay to performance			No individual change-in-control contracts
	All long-term incentive awards are payable in stock			No backdating or repricing of equity awards
	Exercise negative discretion, when appropriate			No employment contracts
	Financial performance metrics underlying long-term incentive awards are objective and aligned with stockholders interest			No margin, derivatives or speculative transactions, such as  hedges, pledges and margin accounts
	Receive annual say-on-pay advisory vote from stockholders			No individual supplemental executive retirement arrangements
	Include ESG metrics to further align with stakeholder interests			No reward to executives for excessive, inappropriate or unnecessary risk-taking
	Maintain robust stock ownership goals for senior executives
	Offer minimal perquisites
	Dedicate time to executive succession planning and leadership development each year
	Compensation Peer Group reviewed annually
	Engage an independent compensation consultant to advise the committee

Principal Elements of Executive Compensation

We principally use three elements of executive compensation to carry out the design of our executive compensation program:

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Compensation Program Emphasizes Performance

Our Business Objective and Strategy

Our overarching business objective is to build stockholder value through returns-focused development of our natural gas properties. Our strategy to achieve our business objective is to generate consistent cash flows from reserves and production through internally generated drilling projects. We routinely evaluate complementary, value-based acquisitions and dispositions.  Our strategy requires us to make significant investments and financial commitments in technical staff, acreage, seismic data, drilling and completion technology and gathering and transportation arrangements to build drilling inventory and market our products. Our strategy has the following key elements:

These elements are anchored by our interests in the Marcellus Shale located in Pennsylvania which we believe has a remaining productive life in excess of 50 years.

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2	HOW WE DETERMINE EXECUTIVE COMPENSATION

Role of Independent Compensation Committee

The Compensation Committee is responsible for establishing and overseeing our executive compensation program and policies that are consistent with our overall compensation philosophy. In making such decisions, the Committee considers a variety of factors, including views expressed by stockholders and stockholder advisory groups, information provided by our independent compensation consultant, our CEO’s input, Peer Group data, each executive’s experience in the role, Company and individual performance, internal pay equity and any other information the Committee deems relevant in its discretion. The Committee is responsible for all compensation decisions involving our CEO and other executive officers.

Stockholder Outreach

The Committee considers the outcomes of the Company’s advisory stockholder vote on our executive compensation program and our stockholder outreach initiatives when making compensation decisions. To continue our focus on best practices, we enhanced our stockholder engagement program in the past few years to solicit specific valuable feedback from investors on executive compensation which we then share with the Committee and the Board. We contact a broad base of institutional investors and speak with those interested in meeting and sharing feedback with us.

We believe our incentive program changes over the last several years have been highly responsive to the feedback received from our stockholders and serve to strengthen the alignment with our strategic objectives. We will continue our dialogue with stockholders on compensation issues as part of our ongoing engagement.

Role of Senior Management

Through our compensation cycle that ended February 2024, our CEO submitted recommendations to the Compensation Committee for adjustments to the salary, Annual Cash Incentives and Long-Term Equity Incentive awards payable to all NEOs (except himself), Senior Vice Presidents and Vice Presidents. The Compensation Committee considers the recommendations of our CEO as only one factor, in addition to the other factors described in this CD&A, in setting our executive officer and other employee compensation. The CEO is not present during deliberations by the Compensation Committee regarding his own compensation. The Committee’s independent consultant provides independent analysis and recommendations for Mr. Degner for consideration by our Compensation Committee. At the request of the Compensation Committee, our CEO and our CFO attend certain meetings and working sessions of the Compensation Committee. Senior members of the human resources team and other members of senior management interact with the compensation consultant as necessary and prepare materials for each Compensation Committee meeting.

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Role of Independent Compensation Consultants

Through the first nine months of 2023, the Committee directly engaged NFP Compensation Consulting (“NFP”) as its independent compensation consultant to advise the Committee on executive compensation matters.  With the approval of the Compensation Committee, the Company also retained Alvarez and Marsal (“A&M”) to provide valuation services related to the use of performance-based restricted stock awards based on TSR and certain annual proxy change-in-control calculations. In 2023, the Company paid NFP a total of $127,000 for consulting services related to executive and director compensation. The Company paid A&M a total of $45,000 for valuation and annual proxy calculations in 2023.  In late 2023, the Committee engaged Meridian Compensation Partners (“Meridian”) as its independent compensation consultant starting in the fourth quarter of 2023.  Meridian is known for its expertise in the E&P industry.  In 2023, the Company paid Meridian a total of $59,000 related to executive compensation.

NFP and Meridian interacted with several of our officers and employees as necessary. In addition, the compensation consultants may seek input and feedback from members of our management regarding its work product prior to presentation to the Committee to confirm that information is accurate or address other issues.  Meridian reports directly to the Compensation Committee, participates in Committee meetings, reviews Committee materials, and provides advice to the Committee upon request.  Additionally, Meridian updates the Committee on trends and issues in executive pay, comments on the competitiveness and reasonableness of our compensation programs and assists in the development and review of the annual bonus and long-term incentive programs.

Competitive Positioning

In support of our compensation objectives and in order to determine an appropriate total value and mix of pay for executives, we reference the 25th, 50th and 75th percentiles of the Compensation Peer Group. These percentiles are reference points only; we do not automatically compensate each executive at these levels. Several variables, including individual performance, time employed in the position, annual Company performance and one-year and three-year relative stock price performance influence the actual executive compensation decisions. We look at our individual NEO and total NEO total direct compensation compared to individual NEO and total NEO total direct compensation of companies in our Compensation Peer Group. Because not all of our NEO positions are directly comparable to NEO positions of other companies in our Compensation Peer Group, we believe that reviewing the aggregate total direct compensation of all NEOs provides an appropriate reference for comparative purposes and allows us to compare our total cost of management for all NEOs to our peers’ total cost of management.

Role of Peer Companies

Peer Group benchmarking is one of several factors the Compensation Committee considers in setting pay. The Committee seeks to maintain a Peer Group that is generally similar to us with respect to business activity and specifically focuses on companies engaged in exploration for and production of oil and gas resources with Range having a market capitalization near the median of the Peer Group. The Compensation Committee reviews the composition of the Peer Group with advice from the independent compensation consultant in the last quarter of each calendar year and any additions or deletions are made to the Peer Group at that time.  For 2023, the peer group was not adjusted.  Each year, companies that are acquired or merged during the year are eliminated from that year’s Peer Group to the extent such acquisitions or mergers prevent the company from being an appropriate member of the Peer Group.  For 2023, our Performance Peer Group is the same as our Compensation Peer Group but also included the S&P 500 index.  Based on an analysis done by our independent compensation consultant in December 2023, the Compensation Peer Group was increased for 2024 to sixteen companies which represents the current competitive market landscape and better reflects our size ranking relative to the peer group.

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The chart below describes the oil and gas exploration and production companies that have been included in the Compensation Peer Group in the last two years:

	Compensation Peer Group
	2024	2023
Antero Resources Corporation
Callon Petroleum Company		—
Chesapeake Energy Corporation
Civitas Resources, Inc.		—
Chord Energy Corporation		—
CNX Resources
Comstock Resources, Inc.
Coterra Energy, Inc.
EQT Corporation
Magnolia Oil & Gas Corporation		—
Matador Resources
Marathon Oil Corporation		—
Murphy Oil
Permian Resources Corporation		—
PDC Energy Inc.	—
SM Energy Company
Southwestern Energy Company

“  ”	denotes companies included in our Peer Group

The Compensation Committee also designates a Performance Peer Group for evaluating relative TSR performance.  For 2023, our Performance Peer Group was the same as our Compensation Peer Group plus the S&P 500 index.  For 2024, the Compensation Committee started with the Compensation Peer Group detailed above, added the S&P 400 index (deleting the S&P 500 index) along with assigning a weighting of “two times” to each of the seven Compensation Peer Group companies that had the highest percentage of dry gas reserves which focuses on companies most similar to us.  These seven companies that will be included twice are Antero Resources Corporation, Chesapeake Energy Corporation, CNX Resources Corporation, Comstock Resources, Inc., Coterra Energy Inc., EQT Corporation and Southwestern Energy Company.

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3	2023 COMPENSATION PROGRAM ELEMENTS

The majority of compensation for the NEOs is based on the long-term performance of Range. The elements of our 2023 executive compensation program are summarized in the table below and are described further under “Elements of Executive Compensation” starting on page 40.

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Elements of Executive Compensation 

Base Salary

The Compensation Committee reviews base salaries on an annual basis, at the time of a promotion or changes in responsibilities and when market conditions warrant. Base salaries for our NEOs consider the middle half of the Peer Group adjusted for certain factors. Base salary is based on an evaluation of the following:

Salary adjustments are approved by the Compensation Committee in the first quarter of each year and take effect on the first payroll period after approval. The timing of these salary adjustments allows the Compensation Committee to consider the audited financial results of our Peer Group companies and allows for disclosure of our current compensation decisions in our proxy statement.  In March 2023, NFP reviewed the NEOs base salary compared to a peer group and various published survey sources and initially recommended a pool of dollars representing an increase of approximately 8.8%, noting the aggregate NEO salaries were aligned slightly below the 50th percentile and taking into account current inflation projections. The Committee reviewed the comparisons to peers and broader market data and determined to increase the base salary for all NEOs.  In February 2024, Meridian reviewed the NEOs base salary compared to the peer group and various published survey sources and initially recommended an increase of approximately 5%, noting the longer-tenured executives were aligned with the E&P peer group but our newer CEO and General Counsel are below the 25th percentile. The Committee reviewed the comparisons provided and determined to increase the base salary for our NEOs.  The Committee recommended, and the Board approved, the following base salaries effective February 2024.

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Annual Cash Incentive Awards

The annual cash bonus award is intended to compensate the NEOs based on the achievement of annual financial, operating and strategic goals. It emphasizes team performance in achieving corporate goals. We refer to cash awards as “Annual Cash Incentives.” The Annual Cash Incentives are paid to our NEOs based on a formulaic application of certain performance criteria that are discussed more fully below.

The Annual Cash Incentives are subject to the negative discretion of the Compensation Committee and could include other criteria the Committee deems appropriate. Annual Cash Incentives are determined without reference to Compensation Peer Group data, because each performance criteria has been pre-established by the Compensation Committee. The Annual Cash Incentive related to our 2023 performance was paid in February 2024 as detailed in the table below:

The Compensation Committee develops the performance criteria to be used for the Annual Cash Incentives, reviews the performance criteria with the independent compensation consultants and then discusses the performance criteria with our CEO and CFO. The Committee then sets the criteria as well as the weighting and performance achievement levels necessary to calculate Annual Cash Incentives based upon payout percentages established for our NEOs. For 2023, the performance criteria were based upon either industry competitive levels or our annual business plan (the “Annual Business Plan”). Our Annual Business Plan is a forecast of expected business results for the applicable fiscal year based upon certain assumptions made by our management. The Compensation Committee believes that the performance criteria, taken together, are strong objective indicators of the Company’s performance, thus similar factors are typically used in determining the Company’s performance relative to its Peer Group for setting total compensation and long-term incentive equity awards as described above. Target Annual Cash Incentives are determined as a percentage of each NEO’s base salary. This target percentage is established through an analysis of compensation for comparable positions in the Peer Group and is intended to provide a competitive level of compensation if the Company achieves the performance criteria established by the Compensation Committee.

The performance criteria selected with respect to the Annual Cash Incentive awards for 2023 (which were paid in February 2024) are shown in the table below, together with the target levels of achievement with respect to each criterion. The payouts were achieved as described below. All five of the performance criteria are internal performance measures.

			2023				Unit of		Actual for				2023 Performance Levels												Actual for				Payout %
	Criterion		Weighting				Measurement		2022				Threshold				Target				Excellent				2023				Achieved(1)
	Cash Unit Costs			20	%		$ per mcfe		$	2.13			$	2.15			$	2.05			$	1.95			$	1.91				240	%
	Return on Average Capital  Employed			15	%		Percentage Return			39	%			10	%			15	%			20	%			17	%			172	%
	Drilling & Completion Cost Per Unit of Production			20	%		$ per mcfe			N/A			$	0.85			$	0.75			$	0.65			$	0.73				146	%
	Drilling Rate of Return			20	%		Percentage Return			31	%			20	%			25	%			35	%			45	%			240	%
	Discretionary			25	%		Various HSE and other			Excellent				—				—				—				Excellent				240	%

Cash Unit Costs

The first criterion the Compensation Committee selected for 2023 was Cash Unit Costs. Cash Unit Costs is a non-GAAP measure for which a reconciliation to the comparable GAAP measure is included in Annex A. The Compensation Committee selected this criterion to measure our ability to focus on areas that are within our control. The performance target was achieved in 2023 primarily by a continuing focus on efficiencies throughout the organization to decrease expenses, increase cash flows and create stockholder value along with the impact of lower commodity prices on transportation, gathering and processing expense.

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Return on Average Capital Employed

The second criterion the Compensation Committee selected for 2023 was Return on Average Capital Employed (ROACE). ROACE is a non-GAAP financial measure for which a reconciliation to the comparable GAAP measure is included in Annex A. ROACE is used by the investment community as a measure of operating profit relative to total debt and equity capital. The Compensation Committee selected this criterion which measures profitability compared to total investments made in new capital. In setting the performance levels (i.e. threshold, target and excellent), the Compensation Committee considered various returns based metrics used by our peers, input from management along with analysis and guidance from our compensation consultant and stockholder feedback. The performance target was achieved in 2023 with our reported production volumes within our original announced levels, effective marketing of our production, the positive impact of an efficient hedging program in relation to lower commodity prices, continuing to focus on operating efficiencies that includes capital spending being within budget and an improvement in our debt levels.

Drilling and Completion Cost per Unit of Production

The third criterion the Compensation Committee selected for 2023 was drilling and completion cost per unit of production. This metric was selected to continue to focus on capital efficiency which is dependent upon team performance, lateral lengths, effective planning and logistics among other factors. This metric is measured based on actual drilling and completion capital expenditures divided by production on an mcfe basis. In setting the performance levels (i.e. threshold, target and excellent) for drilling on completions cost per unit of production, the Compensation Committee considered publicly stated objectives of our peers along with historical internal cost efficiencies already achieved. The performance target was achieved in 2023 due to operational efficiencies and capital spending within original budget levels.

Drilling Rate of Return

The fourth criterion the Compensation Committee selected for 2023 was drilling rate of return. This metric supports our focus on selecting projects with competitive rates of return and encourages efficiency of capital investment. This metric continues to encourage focus on well productivity relative to drilling costs. The drilling rate of return is measured based on actual capital expenditures and the year-end proved reserves estimates of drilling results. Commodity prices effective on the first day of the year are used in the calculation. The target is set based on our expectation of capital allocation and capital efficiency for the year and our prior year drilling results. We believe the performance for 2023 remained among the best for our peer group and target was achieved in 2023 primarily due to the achievement of production and capital spending goals.

Discretionary Measure

The last criterion the Compensation Committee selected for 2023 was a qualitative measure which includes elements of environmental, health and safety performance (“HSE”). Range continues to be committed to ensuring it provides a safe work place and instilling a culture of safety and environmental responsibility at every level of our organization. Priorities include elements of safety performance, emissions and water management and corporate citizenship. We focus on transparency around HSE and encourage reporting of all incidents involving our employees and contractors (including near misses) and we have used examples of incidents reported as a vehicle to educate our employees and contractors to improve our HSE practices. There are also quantitative measures evaluated such as reductions in emissions, number of spills, auto accidents, leak detection inspections and notices of violations. The performance target was achieved in 2023 by the committee’s review and analysis of the strong HSE results including:

The last criterion also includes factors not otherwise captured in the previously described objective performance measures. Factors would include portfolio management, succession planning, talent development and other factors. These factors are deemed by the Compensation Committee to have been important in the year’s performance and may vary from year to year. The Committee follows no set performance targets relating to these factors. The performance target was achieved in 2023 by successfully continuing to further strengthen our financial foundation and successfully managing the impact of our management transition.

In addition to selecting the performance criteria, the Compensation Committee determined, after consultation with Meridian, the respective performance payout percentages for each of our NEOs. In determining these payout percentages, the Compensation Committee attempted to ensure that the payouts provided appropriate incentives to each of our senior executives. In setting the performance levels for 2023, the Committee considered the impact of anticipated levels of inflation and lower commodity prices.  For 2023, the annual incentive payout percentage was a weighted average of the payout percentage for each category using the percentages set forth below in the table. When actual results achieved fall between the performance levels, the percentile performance used to determine the payout percentage is proportionately adjusted between the performance levels. For 2023, the Compensation Committee awarded bonuses based on the formulaically determined award as shown in the table below.

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The following table sets forth the total amount of cash paid to our NEOs for 2023 performance (paid in February 2024), for 2022 performance (paid in February 2023) and for 2021 performance (paid in February 2022).

Long-Term Equity Incentive Program

The following table sets forth the value of long-term incentives granted to our NEOs for the last three years.

The 2023 Long-Term Equity Incentive program consists of Performance-Based Restricted Stock Awards and Time-Based Restricted Stock Awards. We grant long-term equity-based compensation to substantially all of our employees to promote a company wide ownership and entrepreneurialism.

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ALLOCATION OF LONG-TERM EQUITY INCENTIVE AWARDS IN 2023

2023 TSR – PSUs. In March 2023, the Committee awarded certain NEOs performance units that will vest based on relative TSR for the three-year performance period ending March 2026. The value of each underlying unit tracks the price of a share of our common stock. The percentage of units earned ranges from 0% to 200% of the units granted with no payout for being below the 9th ranked company. Dividend equivalents, if any, accrue and are paid based on performance at the end of the performance period. Earned awards are paid in stock shortly after the completion of the performance period. A table illustrating the potential payouts based on relative and absolute TSR performance for the TSR-PSUs granted in 2023 is set forth below:

2023 TSR-PSUs.  The performance units granted in March 2023 have a performance end date of March 2026 with a target payout at the median performance compared to 13 peer companies (including the S&P 500 index).

2022 TSR-PSUs. The performance units granted in February 2022 have a performance end date of February 2025 with a target payout at the median performance compared to 13 peer companies (including the S&P 500 index).

2021 TSR-PSUs. The performance units granted in February 2021 had a performance end date of February 2024 with a target payout at the median performance compared to 13 peer companies (including the S&P 500 index).

2020 TSR-PSUs. The performance units granted in February 2020 had a performance end date of February 2023 with a target payout at the median performance compared to 15 peer companies. Our TSR resulted in a ranking of second, providing a payout of 186 percent of target, as shown below:

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3-YEAR TSR AS OF FEBRUARY 2023

Performance - Based Internal Metrics Stock Units (“PSUs”).  In 2023, the Committee set performance based on two internal measures - Net Debt and Emissions Performance.  The performance period began January 1, 2023 and ends December 31, 2025.  Net debt is calculated as the aggregate principal debt amount owed as of the vesting date less the aggregate cash and cash equivalents held as of the vesting date.  Emissions Performance considers our publicly announced intention to reach net zero scope 1 and scope 2 greenhouse gas emissions on a CO2e/mmcfe basis by the end of 2025.  The number of shares earned at the end of the three-year period will be determined as follows and is based on performance established in 2023. Performance is measured relative to the target determined by the Compensation Committee. The table below summarizes these grants in 2023:

2022 PSUs-Internal Metrics. The performance units granted in February 2022 have a performance end date of December 31, 2024.

2021 PSUs-Internal Metrics. The performance units granted in February 2021 had a performance end date of December 31, 2023.

2020 PSUs-Internal Metrics. The performance units granted in February 2020 had a performance end date of December 31, 2022. For these awards, the final payout was a combined 78%.

Time-Based Restricted Stock. The Committee awards restricted stock for diversification of the long-term incentive award mix, for consistent alignment between executives and stockholders and for retention purposes. Restricted stock awards are made according to the annual grant schedule and generally cliff vest at the end of three years. Prior to vesting, restricted stock recipients have the right to vote and receive dividends on the restricted shares. 

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4	2024 COMPENSATION PROGRAM

The Compensation Committee engaged Meridian to assist with the analysis of the actual delivery of compensation versus the performance of the Company. The following changes/decisions have been made for 2024:

The 2024 performance criteria, weighting and target levels of achievement with respect to each of the 2024 Annual Cash Incentives criterion are shown in the table below.

							2024 Performance Levels
	Criterion		Weighting		Unit of Measurement		Threshold				Target				Excellent
	Cash Unit Cost		15%		$ per mcfe		$	2.19			$	1.99			$	1.80
	Free Cash Flow		15%		$ in millions		$	300			$	425			$	550
	Return on average capital employed (ROACE)		15%		Percentage Return			10	%			16	%			25	%
	Drilling and Completion Cost per unit of production		15%		$ per mcfe		$	0.85			$	0.75			$	0.65
	Drilling rate of return		15%		Percentage Return			30	%			40	%			55	%
	Discretionary(1)		25%		Various HSE and other			—				—				—