Range Resources Corp PRE 14A, filed Mar 18, 2024

Range Resources Corp PRE 14A, filed Mar 18, 2024

PROXY SUMMARY

PROXY STATEMENT

PROPOSAL 1 ELECTION OF DIRECTORS

CORPORATE GOVERNANCE

PROPOSAL 2 ADVISORY VOTE TO APPROVE EXECUTIVE COMPENSATION

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

1

EXECUTIVE SUMMARY

2

HOW WE DETERMINE EXECUTIVE COMPENSATION

3

2023 COMPENSATION PROGRAM ELEMENTS

4

2024 COMPENSATION PROGRAM

5

COMPENSATION POLICIES AND PRACTICES

PROPOSAL 3 APPROVAL OF AN AMENDMENT TO OUR RESTATED CERTIFICATE OF INCORPORATION TO PROVIDE FOR OFFICER EXCULPATION

OTHER BUSINESS

STOCKHOLDER PROPOSALS FOR 2025 ANNUAL MEETING

FREQUENTLY ASKED QUESTIONS AND ANSWERS

Your Vote Is Very Important – VOTE TODAY

Voting Matters and Board Recommendations

Board Nominees and Committee Memberships

Key Qualifications

Demonstrated Commitment to Board Refreshment

Corporate Governance Highlights

Engagement and Responsiveness to Stockholders

Director Qualifications

Director Independence

Director Refreshment

Consideration of Stockholder Nominees for Director

Identifying and Evaluating Board Nominees for Directors, including Diversity Considerations

Proxy Access

Board Leadership Structure

Board of Directors

Risk Oversight by the Board

Corporate Sustainability

Board Committees

Executive Compensation Program Objectives

Commitment to Pay-for-Performance

Principal Elements of Executive Compensation

Compensation Program Emphasizes Performance

Our Business Objective and Strategy

Role of Independent Compensation Committee

Stockholder Outreach

Role of Senior Management

Role of Independent Compensation Consultants

Competitive Positioning

Role of Peer Companies

Elements of Executive Compensation

Other Compensation

Risk Assessment of Compensation Policies and Practices

Impact of Prior Equity Awards on Current Awards – No Repricing or Cash Buyouts

Tax Deductibility of Compensation

Policy for Recovery of Compensation (Clawback Policy)

Grant Timing

Stock Ownership Requirements for Executive Officers

Outstanding Equity Awards at 2023 Fiscal Year-End

Option Exercises and Stock Vested in 2023

Non-Qualified Deferred Compensation Plan

PROPOSAL 4 RATIFICATION OF THE APPOINTMENT OF ERNST & YOUNG LLP AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

Non-GAAP Reconciliation

Cash Unit Costs

Return on Average Capital Employed (ROACE)

Executive Compensation Overview Program Summary

Environmental, Social and Governance (ESG)

ESG Highlights

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

Chairman and CEO Roles

Annual Cash Incentive Awards

Long-Term Equity Incentive Program

Deferred Compensation Plan

401(k) Plan

Other Benefits

Change in Control Arrangements

Base Salary

Range Resources Corp (RRC)

PRE 14A 2024-03-18 For: 2024-05-08

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Added on October 18, 2026

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	Preliminary Proxy Statement
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	Definitive Proxy Statement
	Definitive Additional Materials
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Please vote promptly by:

TELEPHONE	INTERNET	MAIL	MOBILE DEVICE



		marking, signing and returning your proxy or voting instruction card

•	Online before the meeting: www.proxyvote.com
•	By phone: 800-690-6903
•	Proxy Card or Voting Instruction Form: Complete, sign, and return your proxy card
•	Scan the QR code on your proxy card by mobile device
•	You may vote at the Annual Meeting

	•	To elect the eight nominees named in the attached Proxy Statement to our Board, each for a term expiring at the 2025 annual meeting or when their successors are duly elected and qualified;
	•	To consider and vote on a non-binding proposal to approve our executive compensation philosophy (“say on pay”);
	•	To consider a Board proposal to amend our restated Certificate of Incorporation to reflect current Delaware corporate law provisions permitting the exculpation of certain officers;
	•	To consider and vote on a proposal to ratify the appointment of Ernst & Young LLP as our independent registered public accounting firm as of and for the fiscal year ending December 31, 2024;
	•	To transact any other business properly brought before the meeting,

PROXY SUMMARY		5

PROXY STATEMENT		12

PROPOSAL 1 ELECTION OF DIRECTORS		13
Nomination and Election of Directors Nominated by the Board		13
Required Vote and Recommendation		13
Nominees For Director – Terms Expire 2025		15

CORPORATE GOVERNANCE		20
Director Compensation		27
Compensation Committee Interlocks and Insider Participation		29
Stock Ownership-Directors, Management and Certain Beneficial Owners		29
Security Ownership of Certain Beneficial Owners		30
Delinquent Section 16(a) Reports		30

PROPOSAL 2 ADVISORY VOTE TO APPROVE EXECUTIVE COMPENSATION		31
Required Vote and Recommendation		31
Compensation Discussion and Analysis		32

EXECUTIVE SUMMARY		33

HOW WE DETERMINE EXECUTIVE COMPENSATION		36

2023 COMPENSATION PROGRAM ELEMENTS		39

2024 COMPENSATION PROGRAM		46

COMPENSATION POLICIES AND PRACTICES		49
Compensation Committee Report		50

EXECUTIVE COMPENSATION TABLES		51
Summary Compensation Table		51
Pay Versus Performance		52
Pay-For-Performance Alignment		55
CAP Versus Total Stockholder Return		55
CAP Versus Net Income (Loss)		55
CAP Versus Net Debt		56

CEO Pay Ratio of 35 to 1		57
Grants of Plan-Based Awards in 2023		58
Outstanding Equity Awards at 2023 Fiscal Year-End		60
Option Exercises and Stock Vested in 2023		61
Non-Qualified Deferred Compensation Plan		62
Potential Payments upon Termination and Change in Control		66
Other Post-Employment Payments		69
Equity Compensation Plan Information		70

PROPOSAL 3 APPROVAL OF AN AMENDMENT TO OUR RESTATED CERTIFICATE OF INCORPORATION TO PROVIDE FOR OFFICER EXCULPATION		71
Key Features of the Amendment		71
Required Vote and Recommendation		72

PROPOSAL 4 RATIFICATION OF THE APPOINTMENT OF ERNST & YOUNG LLP AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM		73
Required Vote and Recommendation		73
Report of the Audit Committee		74
Independent Registered Public Accountants		75
Audit Fees		75
Tax Fees		75
Pre-Approval Policy and Procedures		75

OTHER BUSINESS		76

STOCKHOLDER PROPOSALS FOR 2025 ANNUAL MEETING		76

FREQUENTLY ASKED QUESTIONS AND ANSWERS		77
Proxy Materials and Voting Information		77
Company Documents, Communications and Stockholder Proposals		81

ANNEX A		82

ANNEX B		84

ANNEX C		85

	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.


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

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.

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

•	have high professional and personal ethics and values;
•	have expertise and perspective needed to govern the business and support senior management;
•	commit to enhancing stockholder value;
•	have interest and enthusiasm in Range and a commitment to become involved in its future;
•	have sufficient time to carry out their duties and to provide insight and practical wisdom based on their experience and knowledge;
•	constructively participate in discussions, have sound business judgment and sufficiently broad perspective to make meaningful contributions; and
•	represent the interests of all stockholders.

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

•	Among the eight nominees for election to the Board, three were named to the Board since 2021; and
•	Average non-employee Board tenure of 7 years displays the long term commitment to thoughtfully and systematically refresh the Board.

•	The Governance and Nominating Committee annually reviews with the Board the qualifications for Board members and the composition of the Board as a whole;
•	The Governance and Nominating Committee annually reviews each director’s continuation on the Board and makes recommendations to the full Board; and
•	Each Board member performs an annual self-assessment and the Governance and Nominating Committee oversees an annual self-assessment of the full Board.

•	Corporate Governance Guidelines;
•	Certificate of Incorporation;
•	By-laws (including proxy access);
•	Board Committee Charters;
•	Code of Business Conduct and Ethics and information about how to report concerns;
•	Background and Experience of our Board;
•	Background and Experience of Senior Management; and
•	Stock ownership guidelines.

	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

•	Independent Chairman of the Board;
•	Active engagement by all directors;
•	7 of our 8 director nominees are independent; and
•	All members of the Audit Committee, the Compensation Committee, the ESG & Safety Committee and the Governance and Nominating Committee are Independent.

•	Calling meetings of the independent directors and chair executive sessions of the Board at which no members of management are present;
•	Approving the agendas for Board meetings;
•	Proposing a schedule of Board meetings and the information to be provided by management for Board consideration;
•	Recommending the retention of consultants who report directly to the Board;
•	Assisting in assuring compliance with the Corporate Governance Guidelines and recommend revisions to the policies;
•	Evaluating, along with the other independent directors, the performance of the Chief Executive Officer;
•	Consulting with Board members as to recommendations on membership and chairpersons of Board committees and discuss recommendations with the Corporate Governance and Nominating Committee;

•	Communicating the views of the independent directors and the Board committees with respect to objectives set for management by the Board; and
•	Serving as a liaison between the Board and Range’s stockholders.

•	whether there is an appropriate business justification for the transaction;
•	the benefits that accrue to us as a result of the transaction;
•	the terms available to unrelated third parties entering into similar transactions;
•	the impact of the transaction on a director’s independence (in the event the related person is a director, an immediate family member of a director or an entity in which a director is a partner, stockholder or executive officer);
•	the availability of other sources for comparable products or services;
•	whether it is a single transaction or a series of ongoing, related transactions; and
•	whether entering into the transaction would be consistent with our Code of Business Conduct and Ethics.

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

1.	Safety Leadership: We prioritize safety in our operations by upholding the highest standards and fostering a safety culture that protects our employees, contractors and the public.
2.	Environmental Stewardship: We are dedicated to protecting the environment and advancing our emissions reduction goals by leveraging new technologies and incorporating sustainable practices into our operations. We strive to meet or exceed stakeholder expectations and regulatory requirements all while working to improve our guidelines and procedures.
3.	Community Impact: We are committed to being good neighbors and taking care of the neighborhoods in which we live and work. This commitment begins within the walls of our Company, starting with the safety and well-being of our employees and extending to the people and places that surround us.
4.	Responsible Governance: Range and its Board are committed to implementing sound, transparent corporate governance principles that strengthen confidence and trust among our stakeholders.
5.	Human Capital Management: We recognize that our employees are the heart of everything we do. As such, we focus on many things including, employee engagement, training opportunities, employee benefits, and philanthropy while offering multiple avenues of communication and engagement to support the greatest level of transparency.

•	Range upholds the highest standards when it comes to operating in a safe, compliant and ethical manner. We employ training for all employees to advance our safety standards. When it comes to safety, our goal is simple, zero safety incidents.
•	Range is open and proactive in our efforts to mitigate safety incidents and impacts. To measure and continuously improve the Company’s safety and environmental performance, Range uses a data-driven approach to track our progress against our broader safety initiatives. Range also compares this statistical data against OSHA’s criteria for determining rates for injuries and incidents that result in lost time or restricted duty. In addition, we evaluate our performance against industry peers and other industrial groups, ensuring we are constantly striving for top tier safety performance.
•	The Company maintains a robust outreach team that works with a variety of stakeholders, including citizens, nongovernmental organizations, local and state government officials, area school districts and first responders to promote a safe operating environment in the communities where we work.

•	As a dedicated steward of the environment, we focus on incorporating leading sustainability practices into every aspect of our business. Our commitment starts at the top of our organization, with strong board-level engagement and oversight on critical ESG driven matters across the business.
•	Environmental compliance is integral to our operations. This is advanced by a team of experts who assist in the integration of environmental compliance and protection into our day-to-day operations.
•	At Range, we have a commitment to sustainable operations that keep our people and environment safe. This includes our goal of working toward achieving net zero GHG emissions (Scope 1 and Scope 2) through innovative emissions-reducing technologies, enhanced emission capture and control on site and carbon offsets.
•	By returning to existing locations and expanding lateral well length, Range has been able to significantly reduce impacted surface use.
•	Our industry leading water management and recycling program, as well as a water sharing program with other operators, reduces well costs, traffic and associated emissions and fresh water consumption. The contribution of these programs has allowed us to reuse the equivalent of approximately 100% of our own water production in addition to recycling water produced by other operators.

		Audit Committee	Meetings in 2023: 6*

		Members: Brenda A. Cline (Chair), Margaret K. Dorman, Greg G. Maxwell

		Compensation Committee	Meetings in 2023: 7

		Members: Steve D. Gray (Chair), James M. Funk, Greg G. Maxwell, Reginal W. Spiller

		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

		Governance and Nominating Committee	Meetings in 2023: 6

		Members: James M. Funk (Chair), Brenda A. Cline, Charles G. Griffie, Reginal W. Spiller

Type of Fee	Amount
Annual Board Cash Retainer Fee	$	80,000
Additional Retainer for Chairman	$	75,000
Additional fee for Audit Committee Chair	$	25,000
Additional fee for Compensation Committee Chair	$	15,000
Additional fee for Governance and Nominating Chair	$	15,000
Additional fee for ESG & Safety Committee Chair	$	15,000

Name	Fees Earned or Paid in Cash⁽¹⁾		Stock Awards⁽²⁾		Total
(a)		(b)		(c)		(h)
Brenda A. Cline	$	101,429	$	200,000	$	301,429
Margaret K. Dorman	$	93,214	$	200,000	$	293,214
James M. Funk	$	93,214	$	200,000	$	293,214
Steve D. Gray	$	93,214	$	200,000	$	293,214
Charles G. Griffie⁽³⁾	$	16,522	$	111,463	$	127,985
Greg G. Maxwell	$	190,714	$	275,000	$	465,714
Reginal W. Spiller	$	78,214	$	200,000	$	278,214

(1)	Reflects annual cash retainer and committee chair retainer paid or earned by our non-employee directors.
(2)	Reflects the aggregate fair value, calculated in accordance with generally accepted accounting principles, for restricted stock awarded to our non-employee directors which become fully vested one year from the date of grant. Each non-employee director received an award of 7,978 shares of restricted stock on May 10, 2023. Mr. Maxwell, as Chairman, received 10,969 shares of restricted stock on May 10, 2023. Mr. Griffie received 3,146 shares of restricted stock on October 17, 2023.
(3)	Stock award represents award of 3,146 shares of restricted stock in conjunction with election to the Board on October 17, 2023.