DEF 14A of Range Resources Corp, Apr 4, 2025

DEF 14A of Range Resources Corp

Filed Apr 4, 2025 · FY20240000950170-25-051180

Open on EDGAR

  1. TABLE OF CONTENTS

    | Proxy Summary | 1 | Grants of Plan-Based Awards in 2024 | 50 | | | | Outstanding Equity Awards at 2024 Fiscal Year-End | 52 | | Proxy Statement | 9 | Option Exercises and Stock Vested in 2024 | 53 | | PROPOSAL 1: Election of Directors | 10 | Potential Payments upon Termination and Change in Control | 57 | | Nomination and Election of Directors Nominated by the Board | 10 | Other Post-Employment Payments | 59 | | | | Equity Compensation Plan Information | 60 | | Required Vote and Recommendation | 10 | Pay Versus Performance | 61 | | Nominees For Director – Terms Expire 2026 | 12 | Pay-For-Performance Alignment | 63 | | | | CAP Versus Total Stockholder Return | 63 | | Corporate Governance | 17 | CAP Versus Net Income (Loss) | 64 64 | | Director Compensation | 26 | CAP Versus Net Debt | | | Compensation Committee Interlocks and Insider Participation | 27 | | | | | | PROPOSAL 3: Ratification of the Appointment of Ernst & Young LLP as our Independent Registered Public Accounting Firm | 66 | | Stock Ownership-Directors, Management and Certain Beneficial Owners | 28 | | | | Security Ownership of Certain Beneficial Owners | 29 | Required Vote and Recommendation | 66 | | | | Report of the Audit Committee | 67 | | PROPOSAL 2: Advisory Vote to Approve Executive Compensation | 30 | Independent Registered Public Accountants | 68 | | | | Audit Fees | 69 | | Required Vote and Recommendation | 30 | Tax Fees | 69 | | Compensation Discussion and Analysis | 31 | Pre-Approval Policy and Procedures | 69 | | How We Determine Executive Compensation | 31 | Other Business | 70 | | 2024 Compensation Program Elements | 33 | Stockholder Proposals for 2026 Annual Meeting | 70 | | 2025 Compensation Program | 40 | Frequently Asked Questions and Answers | 71 | | Compensation Committee Report | 47 | Proxy Materials and Voting Information | 71 | | | | Company Documents, Communications and Stockholder Proposals | 74 | | Executive Compensation Tables | 48 | | | | Summary Compensation Table | 48 | | | | CEO Pay Ratio | 49 | Annex A | 76 |

  2. Board Nominees and Committee Memberships

    Board Nominees and Committee Memberships

  3. Board Nominees and Committee Memberships

    | Name | | Age | Director Since | Principal Occupation | A | C | ES* | GN | | | Brenda A. Cline Independent | 64 | 2015 | Chief Financial Officer, Treasurer and Secretary of the Kimbell Art Foundation | ▲ | | ● | ● | | | Margaret K. Dorman Independent | 61 | 2019 | Former Executive Vice President, Chief Financial Officer and Treasurer of Smith International, Inc. | ● | ▲ | ● | | | | Charles G. Griffie Independent | 52 | 2023 | Former Senior Vice President Engineering and Operations, Western Midstream Partners | | | ▲ | ● | | | Christian S. Kendall Independent | 58 | 2025 | Former President and Chief Executive Officer, Denbury Inc. | | | ● | ● | | | Greg G. Maxwell Independent | 68 | 2015 | Former Executive Vice President, Finance and Chief Financial Officer of Phillips 66 | ● | ● | ● | | | | Reginal W. Spiller Independent | 72 | 2021 | President and Chief Executive Officer of Azimuth Energy Investments, LLC and formerly Deputy Assistant Secretary of Oil & Gas at U.S. Department of Energy | | ● | ● | ▲ | | | Dennis L. Degner | 52 | 2023 | Chief Executive Officer and President, Range Resources Corporation | | | | |

  4. Board Nominees and Committee Memberships

    A Audit C Compensation ES ESG & Safety GN Governance & Nominating ● Member ▲ Chair *Mr. James Funk currently serves as the Chair of the ESG & Safety Committee. Upon his retirement from the Board in May 2025, the Governance and Nominating Committee intends to recommend the appointment of Mr. Charles Griffie as Chair of the ESG & Safety Committee.

  5. Board Nominees and Committee Memberships

    | 2025 PROXY STATEMENT | 4 |

  6. Nomination and Election of Directors Nominated by the Board

    Nomination and Election of Directors Nominated by the Board All of our directors are elected to a single year term. As a result, the current term of all our directors expires at the 2025 Annual Meeting. Based on the recommendation received from the Governance and Nominating Committee, our Board proposes that each of the nominees, all of which are currently serving as directors, be elected for a new term expiring at the 2026 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. Mr. James Funk, who served as a director since 2008, is not standing for re-election. The Company and our directors extend their sincere appreciation for his dedicated service as a member of Range’s Board. 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. 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 reelection 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, a "Contested Election" is an election in which the number of nominees for director is greater than the number to be elected, and an election is considered “uncontested” if an election in which the number of nominees for director is not greater than the number to be elected.

  7. Nomination and Election of Directors Nominated by the Board

    | 2025 PROXY STATEMENT | 10 |

  8. Director Qualifications

    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: • 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. 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 and that policy has been included in the Governance and Nominating Committee’s charter.

  9. Director Independence

    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 indicated by a check mark are independent:

  10. Director Independence

    | | Brenda A. Cline | | | Margaret K. Dorman | | | Charles G. Griffie | | | Christian S. Kendall | | | Greg G. Maxwell | | | Reginal W. Spiller | | | Dennis L. Degner* |

  11. Director Independence

    * As CEO of the Company, Mr. Degner is not independent.

  12. Director Refreshment

    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: • Among the seven nominees for election to the Board, four were named to the Board since 2021; and • Average non-employee Board tenure of 5 years displays the long-term commitment to thoughtfully and systematically refresh the Board. Board nomination is described in greater detail in the section “Identifying and Evaluating Board Nominees for Directors” within this Proxy Statement.

  13. Director Refreshment

    | 11 | |

  14. Nominees For Director – Terms Expire 2026

    Nominees For Director – Terms Expire 2026

  15. Nominees For Director – Terms Expire 2026

    | Independent Age: 64 Director Since: 2015 Board Committees: Audit (Chair) ESG & Safety Governance& Nominating | BRENDA A. CLINE | | | | | | | | | | 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. 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 earned her Bachelor of Business Administration, Accounting degree, summa cum laude, from Texas Christian University. Current Public Company Directorships Tyler Technologies Public Company Directorships Within the Past Five Years Cushing Funds; American Beacon Funds Skills and Experience | | | | | | | | | | | CEO/Senior Officer | | Financial Reporting | | Banking/ Finance | | Technology | | | | Risk Management | | | | | | |

  16. Nominees For Director – Terms Expire 2026

    | Independent Age: 61 Director Since: 2019 Board Committees: Compensation (Chair) Audit ESG & Safety | MARGARET K. DORMAN | | | | | | | | | | 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 earned 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 Equitrans Midstream Corporation Skills and Experience | | | | | | | | | | | CEO/Senior Officer | | Industry | | Financial Reporting | | Banking/ Finance | | | | Technology | | Risk Management | | Environmental, Health, Safety and Sustainability | | |

  17. Nominees For Director – Terms Expire 2026

    | 2025 PROXY STATEMENT | 12 |

  18. Nominees For Director – Terms Expire 2026

    | Independent Age: 58 Director Since: 2025 Board Committees: ESG & Safety Governance and Nominating | CHRISTIAN S. KENDALL | | | | | | | | | | Mr. Kendall became a director in 2025. Mr. Kendall has more than 30 years of experience in the oil and gas industry, most recently as the President and Chief Executive Officer of Denbury Inc., and a member of Denbury's Board of Directors from July 2017. Mr. Kendall guided the company through bankruptcy and emergence therefrom, until November 2023, when it was acquired by ExxonMobil Corporation. Mr. Kendall joined Denbury as Chief Operating Officer in September 2015 and was named President in October 2016. Prior to joining Denbury, Mr. Kendall was with Noble Energy, last serving as Senior Vice President, Global Operations Services. Over the course of his 14-year tenure at Noble Energy, he held a wide range of international and domestic leadership positions, primarily in the Eastern Mediterranean, Latin America and the Gulf of Mexico regions. Mr. Kendall began his career at Mobil Oil Corporation in 1989. Mr. Kendall earned his Bachelor of Science degree in Engineering, Civil Specialty, from the Colorado School of Mines and is a graduate of the Advanced Management Program at the Harvard Business School. He is also a member of the National Petroleum Council. Current Public Company Directorships NOV, Inc., California Resources Corporation Public Company Directorships Within the Past Five Years None Skills and Experience | | | | | | | | | | | CEO/Senior Officer | | Industry | | Financial Reporting | | Banking/ Finance | | | | Engineering/ Geoscience | | Technology | | Risk Management | | Environmental, Health, Safety and Sustainability |

  19. Nominees For Director – Terms Expire 2026

    | Independent Age: 52 Director Since: 2023 Board Committees: ESG & Safety (Chair) Governance and Nominating | CHARLES G. GRIFFIE | | | | | | | | | | 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 Skills and Experience | | | | | | | | | | | CEO/Senior Officer | | Industry | | Engineering/ Geoscience | | Risk Management | | | | Technology | | Environmental, Health, Safety and Sustainability | | | | |

  20. Nominees For Director – Terms Expire 2026

    | 13 | |

  21. Nominees For Director – Terms Expire 2026

    | Chairman Independent Age: 68 Director Since: 2015 Board Committees: Audit Compensation ESG & Safety | GREG G. MAXWELL | | | | | | | | | | 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. Skills and Experience | | | | | | | | | | | CEO/Senior Officer | | Industry | | Financial Reporting | | Banking/ Finance | | | | Technology | | Risk Management | | | | |

  22. Nominees For Director – Terms Expire 2026

    | Independent Age: 72 Director Since: 2021 Board Committees: Governance and Nominating (Chair) Compensation ESG & Safety | REGINAL W. SPILLER | | | | | | | | | | Mr. Spiller became a director in 2021. Mr. Spiller began his energy career as a geologist with Exxon USA and is now President and Chief Executive Officer 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 Skills and Experience | | | | | | | | | | | CEO/Senior Officer | | Industry | | Engineering/ Geoscience | | Technology | | | | Risk Management | | Environmental, Health, Safety and Sustainability | | | | |

  23. Nominees For Director – Terms Expire 2026

    | 2025 PROXY STATEMENT | 14 |

  24. Nominees For Director – Terms Expire 2026

    | Age: 52 Director Since: 2023 Board Committees: None | DENNIS L. DEGNER | | | | | | | | | | Mr. Degner became a director in 2023 when he was appointed the Company’s Chief Executive Officer and President. Mr. Degner joined Range in 2010 as vice president of the Appalachia business unit and served in this role until 2018. Mr. Degner was named senior vice president of operations in 2018 and Chief Operating Officer in May 2019. 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 Skills and Experience | | | | | | | | | | | CEO/Senior Officer | | Industry | | Engineering/ Geoscience | | Technology | | | | Risk Management | | Environmental, Health, Safety and Sustainability | | | | |

  25. Consideration of Stockholder Nominees for Director

    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 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.

  26. Identifying and Evaluating Board Nominees for Directors

    Identifying and Evaluating Board Nominees for Directors 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 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

  27. Identifying and Evaluating Board Nominees for Directors

    | 15 | |

  28. Identifying and Evaluating Board Nominees for Directors

    Each Board member performs an annual self-assessment, and the Governance and Nominating Committee oversees an annual self-assessment of the full Board. The Governance and Nominating 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 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.

  29. Board of Directors

    Board of Directors

  30. Director Compensation

    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’s 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.

  31. 2024 DIRECTOR COMPENSATION

    2024 DIRECTOR COMPENSATION

  32. 2024 DIRECTOR COMPENSATION

    | Name | Fees Earned or Paid in Cash(1) | Stock Awards(2) | Total | | (a) | (b) | (c) | (h) | | Brenda A. Cline | $105,000 | $200,000 | $305,000 | | Margaret K. Dorman | $95,000 | $200,000 | $295,000 | | James M. Funk | $95,000 | $200,000 | $295,000 | | Steve D. Gray | $65,275 | $200,000 | $265,275 | | Charles G. Griffie | $80,000 | $200,000 | $280,000 | | Greg G. Maxwell | $155,000 | $275,000 | $430,000 | | Reginal W. Spiller | $89,725 | $200,000 | $289,725 |

  33. 2024 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. (1) Reflects annual cash retainer and committee chair retainer paid or earned by our non-employee directors. Steve Gray retired from our Board effective October 1, 2024. Reginal Spiller replaced Mr. Gray as Governance and Nominating Committee chair effective upon Mr. Gray's retirement. Mr. Spiller's fees earned in 2024 reflect the fees paid to the Governance and Nominating Committee chair prorated over the term served in this capacity by Mr. Spiller in 2024. (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, subject to any required proration, or upon the director's departure from our Board. Each non-employee director received an award of 5,410 shares of restricted stock on May 8, 2024. Mr. Maxwell, as Chairman, received 7,438 shares of restricted stock on May 8, 2024. The Governance and Nominating Committee and Compensation Committee 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.

  34. How we determine executive compensation

    Return on average capital employed; and • Free cash flow • Elements that align with our focus on operational excellence: • Cash Unit Costs; • Drilling and Completion Costs per Unit of Production; • Drilling Rate of Return; and • Overall strategic execution and business sustainability • We divide our LTI into: • Time-based restricted stock tied to durational performance. These awards promote executive retention by providing for long-term incentive pay that aligns with the interests of our stockholders. Time-based restricted stock allows and rewards long-term resilience while allowing the ability to pivot in a changing environment; and Performance-based awards linked to Relative Total Stockholder Return ("TSR") dependent on out-performing peers. This form of equity award enhances the linkage between stockholder experience and management's relative performance, enabling transparent benchmarking that matters to us and our investors.

  35. How we applied these factors in 2024

    How we applied these factors in 2024 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. This timing allows the Committee to consider the results of our Peer Group companies and allows for disclosure of our current compensation decisions in our proxy statement. In February 2024, the independent compensation consultants retained by the Compensation Committee, Meridian Compensation Partners, LLC ("Meridian"), reviewed the NEOs base salaries compared to the Peer Group and various published survey sources and recommended an increase of approximately 5%. Additional salary increases were made to align NEO salaries due to recent promotions and comparable roles at peer companies. The below table defines our named executive officers for the 2024 year.

  36. Bonus

    Bonus The annual cash incentive award or bonus is intended to compensate NEOs for achieving individually, and as a team, annual financial, operating, and strategic goals.

  37. What we take into account

    | | | | | 2024 Performance Levels | | | | | | | 2024 | Unit of | Actual for | | | | Actual for | Payout% | | Criterion | Weighting | Measurement | 2023 | Threshold | Target | Excellent | 2024 | Achieved(1) | | Financial | | | | | | | | | | Cash Unit Costs | 15% | $ per mcfe | $1.91 | $2.19 | $1.99 | $1.80 | $1.92 | 137% | | Free Cash Flow | 15% | $ in millions | N/A | $300 | $425 | $550 | $428 | 102% | | Return on Average Capital Employed | 15% | Percentage Return | 17.1% | 10% | 16% | 25% | 15.5% | 96% | | Operational | | | | | | | | | | Drilling & Completion Cost Per Unit of Production | 15% | $ per mcfe | $0.73 | $0.85 | $0.75 | $0.65 | $0.74 | 109% | | Drilling Rate of Return | 15% | Percentage Return | 45% | 30% | 40% | 55% | 59% | 200% | | Discretionary(2) | 25% | Various HSE and other | Excellent | — | — | — | Target | 134% |

  38. What we take into account

    (1) The payout percentage achieved is shown as a percentage of target for each officer. (2) The actual performance achieved for the discretionary measure in 2024 was between target and excellent. The discretionary payout was calculated based upon achievement of Total Reportable Incident Rate (TRIR), Days Away, Restricted, or Transferred (DART), net zero scope 1 and scope 2 GHG emissions, produced water recycling, employee turnover and overall strategic goals in 2024. Cash Unit Costs (CUC) CUC is intended to measure our ability to focus on areas within our control. In 2024, our NEOs achieved our CUC performance target by decreasing expenses, reducing debt, enhancing operational efficiencies, and improving cash flow management throughout our transport, gathering and processing operations. Free Cash Flow (FCF) FCF reflects our ability to generate cash through commodity price cycles, to make prudent capital investments, manage balance sheets and support stockholder returns. FCF helps drive responsible investment decision-making and preserves performance accountability through price cycles. The 2024 performance target was achieved by a diverse NGLs marketing portfolio coupled with peer-leading reinvestment rate and a thoughtful right-sized hedging program. Return on Average Capital Employed (ROACE) ROACE helps measure operating profit relative to total net debt and new capital investments. 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 ROACE performance target was nearly achieved in 2024 based on our achieving production volumes within our pre-announced goals, effective marketing, the positive impact of our efficient hedging program, achievement of operating efficiencies, keeping capital spending within budget and an improvement in our debt levels. Drilling and Completion Cost per Unit of Production (DCCUP) DCCUP focuses on capital efficiency enabled by team performance, improved lateral lengths and effective planning and logistics, among other factors. DCCUP measures actual drilling and completion capital expenditures divided by production on an mcfe basis. In setting DCCUP performance levels (i.e. threshold, target and excellent), the Committee considered historic internal cost efficiencies and peer data. The performance target was achieved in 2024 due to operational efficiencies and capital spending within original budget levels.

  39. What we take into account

    Drilling Rate of Return (DRR) DRR focuses on selecting projects with competitive rates of return, encouraging efficient capital investment while supporting a focus on well productivity relative to wells turned to sales. DRR 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 2024 remained among the best of our Peer Group and target was achieved in 2024 primarily due to the achievement of production and capital spending goals. Discretionary Measures The Committee preserves, with its last criterion, its ability to take into account key performance factors not fully covered by the other criteria, including safety performance, emissions and water management and corporate citizenship. While this element falls under the heading of “discretionary measures” it includes, where appropriate, quantitative measures such as safety data, emissions reductions, number of spills, auto accidents, leak detection inspections and environmental compliance. Other key factors that are considered in this criterion include portfolio management, succession planning, talent development and other factors. To preserve its ability to apply discretion the Committee does not pre-set performance targets relating to these factors. Our long-term strategic goals are aligned with successful advancement of progress on these measures. The results of these factors are qualitatively and quantitatively assessed by the Board to determine the achievement of the discretionary payout. The performance target was achieved in 2024 by successfully continuing to further strengthen our financial foundation and successfully managing talent development, retention and succession planning while upholding the highest standards of operational excellence. For 2024, the annual incentive payout percentage was a weighted average of the payout percentage for each category using the percentages set forth in the table above. 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. Bonuses are subject to the negative discretion of the Compensation Committee and could include other criteria the Committee deems appropriate. Negative discretion was not applied in 2024. Bonuses are determined without reference to Compensation Peer Group data, because each performance criteria except the discretionary criteria have been pre-established by the Compensation Committee.

  40. Bonuses We Paid for 2024 Performance

    Bonuses We Paid for 2024 Performance The following table sets forth the total NEO bonus amounts for 2024 performance (paid in February 2025), for 2023 performance (paid in February 2024) and for 2022 performance (paid in February 2023).

  41. Bonuses We Paid for 2024 Performance

    | | Annual Cash Incentive Earned | | | | | 2024 | 2023 | 2022 | | Dennis L. Degner | $1,365,000 | $1,467,000 | $450,000 | | Mark S. Scucchi | $819,000 | $978,000 | $450,000 | | Erin W. McDowell(1) | $424,125 | $464,550 | $— | | Alan W. Farquharson | $424,125 | $507,338 | $263,250 | | Anthony W. Gaudlip(2) | $219,000 | $— | $— |

  42. Bonuses We Paid for 2024 Performance

    (1) Ms. McDowell was not a named executive officer before 2023. (2) Mr. Gaudlip was not a named executive officer before 2024. Mr. Gaudlip's annual cash incentive earned was determined by multiplying his salary by a pre-set 60% target bonus percentage. The Compensation Committee awarded these bonuses based on the formulaically determined award as shown in the table below.

  43. Bonuses We Paid for 2024 Performance

    | | Annual Cash Incentive Payout % of 2024 Base Salary | | | | | | Threshold | Target | Excellent | Payout % Achieved(1) | | CEO | 60% | 120% | 240% | 156% | | CFO | 50% | 100% | 200% | 130% | | Senior Vice Presidents | 37.5% | 75% | 150% | 98% |

  44. Bonuses We Paid for 2024 Performance

    (1) Reflects the payout percentage prior to discretionary measures applied by the Compensation Committee.

  45. Long-Term Equity Incentive (LTI) Program

    Long-Term Equity Incentive (LTI) Program We are a long-term-focused company with durable properties, including 30+ years of core Marcellus Shale inventory. Therefore, the primary way we align our compensation with these strengths, strategy and the best interests of our stockholders is to grant long-term equity-based compensation to all of our full-time employees. Our LTI program balances our time-based duration focus with our accountability-based performance by issuing both performance-based (TSR-PSUs) and time-based restricted stock awards (RSAs). Dennis L. Degner and Mark S. Scucchi each have 60% of their LTI award opportunity in TSR-PSUs, and 40% is RSAs. Erin W. McDowell and Alan W. Farquharson have 50% of their LTI opportunity in TSR-PSUs and 50% in RSAs. Anthony W. Gaudlip has 30% of his LTI opportunity in TSR-PSUs and 70% in RSAs. The following table sets forth the value of LTIs granted to our NEOs for the last two years. The Committee established the LTI values for each officer based on a review of market benchmarks and, for NEOs other than the CEO, recommendations from our CEO. More significant increases in values year over year reflect individuals that are newer to their role and moving towards the middle of the competitive market data.

  46. Long-Term Equity Incentive (LTI) Program

    | | Long-Term Equity Incentive | | | | 2024 | 2023 | | Dennis L. Degner | $4,750,000 | $3,925,000(1) | | Mark S. Scucchi | $2,600,000 | $2,600,000 | | Erin W. McDowell | $1,300,000 | $1,000,000 | | Alan W. Farquharson | $900,000 | $900,000 | | Anthony W. Gaudlip(2) | $485,000 | $— |

  47. Long-Term Equity Incentive (LTI) Program

    (1) Takes into consideration his appointment to President and Chief Executive Officer effective May 10, 2023. Mr. Gaudlip was not a named executive officer before 2024.

  48. Long-Term Equity Incentive (LTI) Program

    | 2025 PROXY STATEMENT | 36 |

  49. Long-Term Equity Incentive (LTI) Program

    The following table sets forth the number of TSR-PSUs and RSAs granted to our NEOs in 2024. The number of units granted is a function of the LTI target, the pre-determined allocation between TSR-PSUs and RSAs as determined by the Compensation Committee and Range's stock price on the day of grant.

  50. Long-Term Equity Incentive (LTI) Program

    | | Long-Term Equity Incentive Allocation | | | | | | | 2024 Target | TSR-PSU % | RSA % | TSR-PSU Units Granted(1) | RSA Units Granted(2) | | Dennis L. Degner | $4,750,000 | 60% | 40% | 101,496 | 67,663 | | Mark S. Scucchi | $2,600,000 | 60% | 40% | 55,555 | 37,037 | | Erin W. McDowell | $1,300,000 | 50% | 50% | 23,148 | 23,148 | | Alan W. Farquharson | $900,000 | 50% | 50% | 16,026 | 16,025 | | Anthony W. Gaudlip | $485,000 | 30% | 70% | 5,182 | 12,090 |

  51. Long-Term Equity Incentive (LTI) Program

    (1) TSR-PSUs awarded on February 6, 2024, used the closing stock price of $28.08 to determine the number of units granted. (2) RSAs awarded on February 6, 2024, used the closing stock price of $28.08 to determine the number of units granted.

  52. Allocation of Long-Term Equity Incentive Awards in 2024

    Allocation of Long-Term Equity Incentive Awards in 2024 Performance-Based TSR Stock Units (“TSR-PSUs”). The Compensation Committee believes that a performance unit program based on TSR relative to peer companies aligns pay and Company performance. The industry peers selected for each performance cycle generally match the industry peers comprising the prevailing Compensation Peer Group used for compensation benchmarking plus the SPDR S&P Midcap 400 index and the SPDR S&P Oil & Gas E&P ETF. For units granted through 2023, the TSR is determined using the average stock price of each company at the beginning of the performance period based on the average closing price in a 10 day period prior to and ending at the close of business on the date of grant and at the end of the performance period using the 10 day period prior to and ending on the 3 year anniversary date of the grant date. For units granted in 2024, the TSR is determined using the average stock price of each company at the beginning of the performance period based on the average closing price in a 20 day period prior to and ending at the close of business on the date of grant and at the end of the performance period using the 20 day period prior to and ending on the 3 year anniversary date of the grant date. For units granted through 2024, reinvestment of dividends is assumed. If the TSR at the end of the performance period is negative, the payout percentage is capped at target regardless of ranking. The TSR-PSU awards are denominated in performance stock units (PSUs), each of which is equivalent to one share of common stock. Refer to page 43 for the 2024 Compensation Peer Group. 2024 TSR-PSUs. In February 2024, the Compensation Committee awarded NEOs performance units that will vest based on relative TSR for the three-year performance period ending February 2027. The value of each underlying unit tracks with 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 17th ranked company in the Performance Peer Group. 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 2024 is set forth below:

  53. Allocation of Long-Term Equity Incentive Awards in 2024

    | TSR Ranking | % of Target PSUs Earned(1) | | 1st ranked company | 200% | | Top 2-11 ranked company | between 108% and 183% | | 12th and 13th ranked company | 100% | | 14th - 17th ranked company | between 50% and 88% | | 18th - 24th ranked company | 0% |

  54. Allocation of Long-Term Equity Incentive Awards in 2024

    (1) If absolute TSR is negative over the performance period, the payout is capped at 100%, irrespective of ranking within the peer group. Refer to page 43 for the 2024 Performance Peer Group. 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).

  55. Allocation of Long-Term Equity Incentive Awards in 2024

    | 37 | |

  56. Allocation of Long-Term Equity Incentive Awards in 2024

    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). Our TSR resulted in a ranking of third as shown below, providing for a payout of 160% of target.

  57. 3-YEAR TSR AS OF FEBRUARY 2024 TABLE

    3-YEAR TSR AS OF FEBRUARY 2024 TABLE Performance-Based Internal Metrics Stock Units (“PSUs-Internal Metrics”). There were no performance-based internal metric grants issued in 2024. 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 December 31, 2025. 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. 2023 PSUs-Internal Metrics. The performance units granted in March 2023 have a performance end date of December 31, 2025. 2022 PSUs-Internal Metrics. The performance units granted in February 2022 had 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. For these awards, the final payout was a combined 130%. The Compensation Committee selected Debt/EBITDAX and Emissions Performance as the performance metrics for the 2021 PSUs-Internal Metrics. Each performance metric was weighted 50%. Debt / EBITDAX target payouts for 2021 PSUs-Internal Metrics were 1.5x and a result of 1.7x was achieved resulting in a 59.4% payout. Emissions Performance target payout was 0.10 metric tons CO2e/Mmcfe and a result of 0.05 metric tons CO2e/Mmcfe was achieved resulting in a 200% payout. 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.

  58. Deferred Compensation Plan

    Deferred Compensation Plan Members of management and our directors are entitled to participate in our Deferred Compensation Plan. This Deferred Compensation Plan is described in greater detail in the section “Non-Qualified Deferred Compensation Plan” within this Proxy Statement. Employee participants may defer a dollar amount or percentage amount of their base salary and/or annual bonus. Non-employee directors may defer a dollar amount or percentage of their annual fees and/or their annual equity award. Currently, we match the voluntary deferrals of the employee participants, up to 10% of their base salary. Employee participants can elect to have the match paid in cash or stock (the “Match Award”) into the Deferred Compensation Plan. The Compensation Committee considers the matching contributions, whether paid in cash or by stock, as additional cash compensation in calculating the total compensation for each NEO. We understand that the matching component is not common among the Peer Group. However, the matching component is a significant component to our compensation practices because we do not provide any pension benefits. Through the end of 2022, when our NEOs received Time-Based Restricted Stock Awards, we contributed the awards to the Deferred Compensation Plan on our NEOs behalf, and such contributions constituted unvested contributions. Performance Units, when awarded, are not placed into the Deferred Compensation Plan. Beginning in 2023, these Time-Based Restricted Stock Awards are no longer placed into the Deferred Compensation Plan for employees but continue to be contributed for Directors who elect to do so.

  59. Change in Control Arrangements

    Change in Control Arrangements There are no employment agreements currently in effect between us and any employee. None of our employees are covered under any general severance plan. The Compensation Committee adopted the Range Resources Corporation Amended and Restated Executive Change in Control Severance Benefit Plan (the “Executive CIC Plan”) in March 2005, which has been amended from time to time including in December 2024. Most notably, the December 2024 amendment removed all remaining tax gross up benefits and implements a “double trigger” for equity awards issued following its adoption. Generally, our Executive CIC Plan provides certain benefits to officers upon an Involuntary Termination, as defined in the Executive CIC Plan, including a lump sum payment calculated based upon bonus and base salary and the applicable benefit multiple, as well as continued participation in medical and related coverage, as specified in the Executive CIC Plan. The Compensation Committee has previously determined that the Executive CIC Plan enables Range to attract and retain executive talent. The Compensation Committee believes the December 2024 amendment better aligns the Executive CIC Plan to current market practices. Additionally, as noted above, the Executive CIC Plan also sets forth the requirements for vesting of outstanding equity awards and adopts a “double trigger” for those awards following the December 2024 amendment. The “benefit multiples” applicable to the NEOs in 2024 were as follows: Mr. Degner – three; Mr. Scucchi – three; Ms. McDowell – three; Mr. Farquharson – three and Mr. Gaudlip – two. A more detailed description of these provisions is provided in the section of this Proxy Statement entitled “Potential Payments upon Termination and Change in Control.”

  60. LOOKING AHEAD: 2025 Compensation Program

    LOOKING AHEAD: 2025 Compensation Program The Compensation Committee worked with Meridian to develop and implement the Range 2025 compensation program. The following decisions have been made for 2025: • Increased certain NEO base salaries between 3% and 7%; Maintained our CEO and CFO Long-Term Incentive grant mix at 60% Performance-Based Restricted Stock and 40% Time-Based Restricted Stock;

  61. LOOKING AHEAD: 2025 Compensation Program

    Maintained Senior Vice Presidents Long-Term Incentive grant mix at 50% Performance-Based Restricted Stock and 50% Time-Based Restricted Stock; • Maintained Vice Presidents Long-Term Incentive grant mix at 30% Performance-Based Restricted Stock and 70% Time-Based Restricted Stock; • Maintained target Annual Cash Incentive Payouts at 120% for our CEO; 100% for our CFO; 75% for our Senior Vice Presidents which reflects no change from the prior year; • Increased weighting of Free Cash Flow within the Annual Cash Incentive performance targets to further our goal to be resilient through commodity price cycles; • Updated the Performance Peer Group for the purposes of evaluating our relative TSR performance to replace Permian Resources Corporation with Ovintiv, Inc; and • Maintained Long-Term Performance-based Incentive grants for 2025 to only include relative and absolute TSR grants. If the absolute return is negative, the payout is capped at 100%.

  62. Bonus

    Bonus The 2025 performance criteria, weighting and target levels of achievement with respect to each of the 2025 Annual Cash Incentives criterion are shown in the table below.

  63. Bonus

    | | | | 2025 Performance Levels | | | | Criterion | Weighting | Unit of Measurement | Threshold | Target | Excellent | | Financial | | | | | | | Cash Unit Cost | 15% | $ per mcfe | $2.19 | $1.99 | $1.79 | | Free Cash Flow | 20% | $ in millions | $500 | $700 | $900 | | Return on Average Capital Employed (ROACE) | 15% | Percentage Return | 12% | 20% | 28% | | Operational | | | | | | | Drilling and Completion Cost per Unit of Production | 15% | $ per mcfe | $0.84 | $0.74 | $0.64 | | Drilling Rate of Return | 10% | Percentage Return | 30% | 45% | 60% | | Discretionary(1) | 25% | Various HSE and other | — | — | — |

  64. Bonus

    (1) This measure includes environmental, health and safety performance quantitative metrics and other strategic considerations. The 2025 performance criteria, weighting and performance achievement levels were selected based on discussions with management and the independent compensation consultants, and are consistent with the 2024 bonus criteria.

  65. LTI Program

    LTI Program In 2025, the Performance Peer Group started with the Compensation Peer Group, as defined below, plus the SPDR S&P Midcap 400 index and the SPDR S&P Oil and Gas E&P ETF along with assigning a weighting of “two times” to six Compensation Peer Group companies that have the highest percentage of dry-gas reserves. The following table details Long-Term Incentive grants for 2025:

  66. LTI Program

    | | Long-Term Incentive Grant in February 2025 | | Dennis L. Degner | $5,500,000 | | Mark S. Scucchi | $2,700,000 | | Erin W. McDowell | $1,550,000 | | Alan W. Farquharson | $900,000 | | Anthony W. Gaudlip | $638,750 |

  67. LTI Program

    The table below shows potential payouts based on relative TSR performance for the TSR-PSUs granted in February 2025. There are six companies in the 2025 Performance Peer Group that are assigned a weighting of “two times.” Refer to page 44 for the 2025 Performance Peer Group.

  68. LTI Program

    | TSR Ranking | % of Target PSUs Earned(1) | | 1st ranked company | 200% | | Top 2-10 ranked company | between 110% and 190% | | 11th and 12th ranked company | 100% | | 13th - 15th ranked company | between 50% and 83% | | 16th - 22nd ranked company | 0% |

  69. LTI Program

    If absolute TSR is negative over the performance period, the payout is capped at 100%, irrespective of ranking within the peer group.

  70. LTI Program

    | 2025 PROXY STATEMENT | 42 |

  71. Competitive Positioning/Role of Peer Companies

    Competitive Positioning/Role of Peer Companies The Compensation Committee considers the following factors to create the pay mix and amounts it believes reflect appropriate internal and external pay parity: • the 25th, 50th and 75th percentiles of the Compensation Peer Group; • individual and total NEO direct compensation versus those in our Compensation Peer Group, enabling comparison of our total cost of management versus peers; • individual performance; • tenure; • Company performance; and • relative one-year and three-year stock price performance. To create an appropriate Compensation Peer Group, the Committee, with compensation consultant input, focuses on companies that: • engage in the exploration and production of natural gas and oil resources and • have enterprise values, market capitalizations and total assets that place our Company near the median. The Committee makes additions or deletions to the Compensation Peer Group typically in the last quarter of each calendar year, including, where appropriate, adjusting companies that were acquired or merged during the year. This analysis and consultant input led the Committee to remove Southwestern Energy Company (acquired by Chesapeake Energy Corporation to form Expand Energy Corporation), remove Callon Petroleum Company (acquired by Apache Corporation), remove Marathon Oil Corporation

  72. Competitive Positioning/Role of Peer Companies

    | 43 | |

  73. Competitive Positioning/Role of Peer Companies

    (acquired by Conoco Phillips) and replace Permian Resources Corporation with Ovintiv, Inc. 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:

  74. Competitive Positioning/Role of Peer Companies

    | | Compensation Peer Group | | | | 2025 | 2024 | | Antero Resources Corporation | | | | Callon Petroleum Company(a) | | | | Chesapeake Energy Corporation(a) | | | | Civitas Resources, Inc. | | | | Chord Energy Corporation | | | | CNX Resources | | | | Comstock Resources, Inc. | | | | Coterra Energy, Inc. | | | | EQT Corporation | | | | Expand Energy Corporation(a) | | | | Magnolia Oil & Gas Corporation | | | | Matador Resources | | | | Marathon Oil Corporation(a) | | | | Murphy Oil | | | | Ovintiv Inc. | | | | Permian Resources Corporation | | | | SM Energy Company | | | | Southwestern Energy Company(a) | | |

  75. Competitive Positioning/Role of Peer Companies

    “ ” denotes companies included in our Peer Group (a) Callon Petroleum Company is included through February 2024 when it was acquired by Apache Corporation. Marathon Oil Corporation is included through November 2024 when it was acquired by Conoco Phillips. Southwestern Energy Company is included through October 2024 when it was acquired by Chesapeake Energy Corporation to form Expand Energy Corporation. The Compensation Committee also designates a Performance Peer Group for evaluating relative TSR performance. For 2025, the Compensation Committee started with the Compensation Peer Group detailed above, added the SPDR S&P Midcap 400 index and SPDR S&P Oil & Gas E&P ETF. Furthermore, the Compensation Committee assigned a weighting of “two times” to each of the six 2025 Compensation Peer Group companies that had the highest percentage of natural gas reserves, which focuses on companies most similar to us. The six companies that are included twice are Antero Resources Corporation, CNX Resources Corporation, Comstock Resources, Inc., Coterra Energy Inc., EQT Corporation, and Expand Energy Corporation.

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

    Impact of Prior Equity Awards on Current Awards – No Repricing or Cash Buyouts Each year, the Compensation Committee grants long-term equity incentive awards based on the prior year’s relative performance of the Company to the Peer Group, which generally vest at the end of three years, for retention purposes. Because the equity grants are determined annually based on the Company’s actual performance for the year for which the compensation is being paid, the Compensation Committee does not feel it is appropriate to consider past awards and adjust compensation (including long-term equity awards). Likewise, the Committee does not compensate employees with additional amounts if the value of prior grants of long-term equity awards is lower than valued at the time of the grant, thus the Committee does not re-price equity awards or pay cash buy outs for equity awards that are not “in the money.” In this way, the Committee believes that the actual performance of the Company directly affects the compensation employees receive from equity awards. The Committee also applies this philosophy to the use of Performance Units, which are designed so that the payout varies between 0% to 200% of the number of shares initially awarded.

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

    | 2025 PROXY STATEMENT | 44 |

  78. Role of Independent Compensation Consultants

    Role of Independent Compensation Consultants In 2024, the Compensation Committee directly engaged Meridian as its independent compensation consultant to advise the Committee on executive compensation matters. In 2024, the Company paid Meridian a total of $239,000 for consulting services related to executive and director compensation. 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.

  79. Summary Compensation Table

    Summary Compensation Table The following table summarizes total compensation for each NEO for the years shown:

  80. Summary Compensation Table

    | Name and Principal Position | Year | Salary | Bonus | Stock Awards(1) | Non-Equity Incentive Plan Compensation(2) | All Other Compensation(5) | Total | | (a) | (b) | (c) | (d) | (e) | (g) | (i) | (j) | | Dennis L. Degner | 2024 | $860,577 | $— | $5,131,610 | $1,365,000 | $135,643 | $7,492,829 | | President & CEO | 2023 | $688,462 | $— | $3,925,016 | $1,467,000 | $101,466 | $6,181,944 | | | 2022 | $498,077 | $— | $2,299,965 | $450,000 | $82,019 | $3,330,061 | | Mark S. Scucchi | 2024 | $626,539 | $— | $2,808,870 | $819,000 | $99,047 | $4,353,456 | | EVP & CFO | 2023 | $591,539 | $— | $2,599,990 | $978,000 | $88,361 | $4,257,890 | | | 2022 | $498,077 | $— | $2,299,965 | $450,000 | $79,593 | $3,327,635 | | Erin W. McDowell(3) | 2024 | $428,654 | $— | $1,387,028 | $424,125 | $72,883 | $2,312,690 | | SVP | 2023 | $365,192 | $— | $999,991 | $464,550 | $58,680 | $1,888,413 | | Alan W. Farquharson | 2024 | $432,692 | $— | $960,250 | $424,125 | $80,193 | $1,897,260 | | SVP | 2023 | $410,192 | $— | $899,990 | $507,338 | $70,577 | $1,888,097 | | | 2022 | $388,923 | $— | $900,001 | $263,250 | $71,181 | $1,623,355 | | Anthony W. Gaudlip(4) | 2024 | $357,500 | $219,000 | $504,482 | $— | $63,317 | $1,144,299 | | VP | | | | | | | |

  81. Summary Compensation Table

    (1) This column reflects the aggregate fair values calculated in accordance with generally accepted accounting principles in the United States regarding stock compensation, without taking into account estimated forfeitures and does not reflect the actual value that may be recognized by each NEO. Restricted stock generally will vest at the end of three years. Performance restricted stock generally will vest three years after the date of grant upon our achievement of certain criteria including total stockholder return relative to a pre-determined peer group and certain internally developed performance metrics. Performance restricted stock is valued assuming a target number of shares would be issued. If our achievement of the defined criteria resulted in 200% of the award being paid, the grant date fair value for 2024 would have been as follows: Mr. Degner ($8,363,243); Mr. Scucchi ($4,577,741); Ms. McDowell ($2,124,060); Mr. Farquharson ($1,470,518) and Mr. Gaudlip ($669,477). See grants of Plan-Based Awards table for more information. As of the fourth quarter 2024, Mr. Degner, Mr. Scucchi, Ms. McDowell and Mr. Gaudlip do not qualify for our post-retirement health care benefit plan. (2) The amounts shown as “Non-Equity Incentive Plan Compensation” are equal to the cash incentive awards granted by the Compensation Committee for each of our NEOs performance for the applicable calendar year. While these awards are based on performance criteria established by the Compensation Committee, the actual amounts awarded are not determined until early in the year following the calendar year being evaluated. These amounts were accrued during the calendar year being evaluated on an estimated basis and then adjusted to reflect the actual amounts awarded. The cash incentive awards were determined and paid in accordance with our Amended and Restated 2019 Equity-Based Compensation Plan. (3) Ms. McDowell's compensation for 2022 is not included as she was not a named executive officer during this year. (4) Mr. Gaudlip’s compensation for 2022 and 2023 is not included as he was not a named executive officer during those years. Mr. Gaudlip's 2024 bonus amount was determined by multiplying his salary by a pre-set target bonus percentage. (5) The following table describes each component of the “All Other Compensation” column for 2024 in the Summary Compensation Table above:

  82. Summary Compensation Table

    | | Active Deferred Compensation Plan Match | 401(k) Plan Match | Executive Disability Premium | Total | | Dennis L. Degner | $86,058 | $20,700 | $28,885 | $135,643 | | Mark S. Scucchi | $62,654 | $20,700 | $15,693 | $99,047 | | Erin W. McDowell | $42,865 | $20,700 | $9,318 | $72,883 | | Alan W. Farquharson | $43,269 | $20,700 | $16,224 | $80,193 | | Anthony W. Gaudlip | $35,750 | $20,700 | $6,867 | $63,317 |

  83. Summary Compensation Table

    | 2025 PROXY STATEMENT | 48 |

  84. CEO Pay Ratio of 39 to 1

    CEO Pay Ratio of 39 to 1 Pursuant to Item 402(u) of Regulation S-K, we have prepared a comparison of the annual total compensation of Mr. Degner, our Chief Executive Officer and President, for fiscal year 2024 to the median of annual total compensation of all other Company employees for the same period. We identified the median employee for this review by examining the 2024 annual total compensation for all employees, excluding our Chief Executive Officer, who were employed by us on December 31, 2024, because it allowed us to make the identification in a reasonably efficient manner. We included all such employees, whether employed on a full-time or part-time basis. For this purpose and using reasonable estimates, the calculation of annual total compensation of all such employees, excluding our Chief Executive Officer, was determined by using the wages and compensation similar to the salary components used to determine Mr. Degner’s total compensation. We chose this method because it is readily available in our existing payroll system, it is determined on a consistent basis for each employee, and because we believe it is a reasonable proxy for total compensation for purposes of determining the median employee. We annualized the compensation for any employee that was not employed by us for all of 2024. For the total annual compensation of our Chief Executive Officer, we used the “Total Compensation” shown for Mr. Degner in the “Summary Compensation Table” on page 48 of this Proxy Statement. Following our review, we have determined that for 2024: • the median of the annual total compensation of all employees of the Company (other than our Chief Executive Officer) was $193,000; • the annual total compensation of our Chief Executive Officer, as reported in the Summary Compensation Table above was $7.5 million; and • as a result, we estimate Mr. Degner’s 2024 annual total compensation was approximately 39 times that of our median employee. The above determination is a reasonable estimate calculated in a manner consistent with SEC rules based on our payroll and employment records and the methodology described above. The SEC rules for identifying the median employee and calculating the pay ratio based on that employee’s annual total compensation allow companies to adopt a variety of methodologies, to apply certain exclusions and to make reasonable estimates and assumptions that reflect their comparison to the ratio reported above, as other companies may have different employment and compensation practices and may utilize different methodologies, exclusions, estimates and assumptions in calculating their own pay ratios.

  85. CEO Pay Ratio of 39 to 1

    | 49 | |

  86. Grants of Plan-Based Awards in 2024

    Grants of Plan-Based Awards in 2024 The table below shows the plan-based awards granted by the Compensation Committee to the NEOs in 2024. The awards are abbreviated in the table as follows: (i) Annual Cash Incentive Award (ACI); (ii) Matching Award (MA); (iii) Time-Based Restricted Stock (RS); and (iv) Performance-Based Award (PBA).

  87. Grants of Plan-Based Awards in 2024

    | | | Estimated Future Payouts Under Non-Equity Incentive Plan Awards(1) | | | Estimated Future Payouts Under Equity Incentive Plan Awards(2) | | | | | | Name | Grant Date | Threshold ($) | Target ($) | Maximum ($) | Threshold (#) | Target (#) | Maximum (#) | All Other Stock Awards: # of Shares of Stock or Units | Grant Date Fair Value of Stock and Option Awards(4) | | (a) | (b) | (c) | (d) | (e) | (f) | (g) | (h) | (i) | (l) | | Dennis L. Degner | | | | | | | | | | | ACI | | $525,000 | $1,050,000 | $2,100,000 | | | | | | | MA | 03/22/24 | | | | | | | —(3) | $18,750 | | MA | 06/28/24 | | | | | | | —(3) | $23,558 | | MA | 09/20/24 | | | | | | | —(3) | $20,192 | | MA | 12/27/24 | | | | | | | —(3) | $23,558 | | RS | 02/06/24 | | | | | | | 67,663(5) | $1,899,977 | | PBA | 02/06/24 | | | | — | 101,496 | 202,992 | | $3,231,633 | | Mark S. Scucchi | | | | | | | | | | | ACI | | $315,000 | $630,000 | $1,260,000 | | | | | | | MA | 03/22/24 | | | | | | | —(3) | $14,192 | | MA | 06/28/24 | | | | | | | —(3) | $16,962 | | MA | 09/20/24 | | | | | | | —(3) | $14,538 | | MA | 12/27/24 | | | | | | | —(3) | $16,962 | | RS | 02/06/24 | | | | | | | 37,037(5) | $1,039,999 | | PBA | 02/06/24 | | | | — | 55,555 | 111,110 | | $1,768,871 | | Erin. W. McDowell | | | | | | | | | | | ACI | | $163,125 | $326,250 | $652,500 | | | | | | | MA | 02/06/24 | | | | | | | 1,527(3) | $42,878 | | RS | 02/06/24 | | | | | | | 23,148(5) | $649,996 | | PBA | 02/06/24 | | | | — | 23,148 | 46,296 | | $737,032 | | Alan W. Farquharson | | | | | | | | | | | ACI | | $163,125 | $326,250 | $652,500 | | | | | | | MA | 02/06/24 | | | | | | | 1,541(3) | $43,271 | | RS | 02/06/24 | | | | — | — | — | 16,025(5) | $449,982 | | PBA | 02/06/24 | | | | — | 16,026 | 32,052 | | $510,268 | | Anthony W. Gaudlip(6) | | | | | | | | | | | ACI | | $— | $— | $— | | | | | | | MA | 03/22/24 | | | | | | | 1,076(3) | $35,734 | | RS | 02/06/24 | | | | | | | 12,090(5) | $339,487 | | PBA | 02/06/24 | | | | — | 5,182 | 10,364 | | $164,995 |

  88. Grants of Plan-Based Awards in 2024

    The Threshold, Target and Maximum dollar amounts for the ACI are shown in columns (c), (d) and (e), respectively, for 2024. The actual Annual Incentive Awards paid under our equity plan and applicable to the 2024 performance period were determined by the Compensation Committee in February 2025. These awards are disclosed as “Non-Equity Incentive Plan Compensation” in column (g) of the Summary Compensation Table for 2024 compensation. The estimated payout amounts reflected in the Grants of Plan-Based Awards Table reflect the amounts that could be paid under the Compensation Committee approved payout ranges for 2024 performance, subject to any changes in salaries of our NEOs. For a detailed description of the performance criteria associated with the Annual Cash Incentives please see the section of this Proxy Statement entitled “Compensation Discussion and Analysis — 2024 Compensation Program Elements.”

  89. Grants of Plan-Based Awards in 2024

    | 2025 PROXY STATEMENT | 50 |

  90. Grants of Plan-Based Awards in 2024

    Performance Units will be paid on 02/06/27 if specified performance goals are met. For a detailed description of our performance shares please see the section of this Proxy Statement entitled “Compensation Discussion and Analysis — 2024 Compensation Program Elements.” (3) These awards are cash or shares of our common stock granted as Matching Awards. The dollar value of Matching Awards granted to each of our NEOs is included in the Summary Compensation Table under column (i) as “All Other Compensation.” When stock awards were granted in February 2024, the closing price of our common stock was $28.08. For a detailed description of matching contributions to our Deferred Compensation Plan (which may be paid in cash or stock, at the election of our participating employees) see the section of this Proxy Statement entitled “Non-Qualified Deferred Compensation Plan.” Mr. Degner and Mr. Scucchi chose cash for their matching awards in 2024. (4) The grant date fair values are determined in accordance with current accounting guidance. The Time-Based Restricted Stock Awards set forth in the Grants of Plan-Based Awards Table are valued at the closing price of our common stock on the date such awards were approved by the Compensation Committee. PBAs where the performance condition is based on market conditions are valued using a Monte Carlo simulation and assume a target payout. The Monte Carlo model utilizes multiple input variables that determine the probability of satisfying the market condition stipulated in the award. PBAs where the performance condition is based on internal performance metrics are based on the market value of our common stock on the date of grant and assume a target payout. (5) When RS Awards were granted on February 6, 2024, the closing price of our common stock was $28.08. For a detailed description of RS Awards granted on February 6, 2024, see the section of this Proxy Statement entitled “Compensation Discussion and Analysis – 2024 Compensation Program Elements”. (6) Mr. Gaudlip did not receive any non-equity incentive plan awards in 2024 as reported in the summary compensation table above. During 2024, the Compensation Committee granted the following Time-Based Restricted Stock Awards and Performance-Based Restricted Stock Awards to our NEOs:

  91. Grants of Plan-Based Awards in 2024

    | | Time-Based Restricted Stock Awards | | | | Performance-Based Restricted Stock | | | | | | | Date | Fair Value per Share | Shares Granted | Grant Date Fair Value | Date | Grant Price | Fair Value per Share | Shares Granted | Grant Date Fair Value | | Dennis L. Degner | 02/06/24 | $28.08 | 67,663 | $1,899,977 | 02/06/24 | $28.08 | $31.84 | 101,496 | $3,231,633 | | Mark S. Scucchi | 02/06/24 | $28.08 | 37,037 | $1,039,999 | 02/06/24 | $28.08 | $31.84 | 55,555 | $1,768,871 | | Erin W. McDowell | 02/06/24 | $28.08 | 23,148 | $649,996 | 02/06/24 | $28.08 | $31.84 | 23,148 | $737,032 | | Alan W. Farquharson | 02/06/24 | $28.08 | 16,025 | $449,982 | 02/06/24 | $28.08 | $31.84 | 16,026 | $510,268 | | Anthony W. Gaudlip | 02/06/24 | $28.08 | 12,090 | $339,487 | 02/06/24 | $28.08 | $31.84 | 5,182 | $164,995 |

  92. Grants of Plan-Based Awards in 2024

    | 51 | |

  93. Outstanding Equity Awards at 2024 Fiscal Year-End

    Outstanding Equity Awards at 2024 Fiscal Year-End The table below reflects each of our NEOs' unvested equity grants or long-term equity grants where the performance condition has not been met as of December 31, 2024, on an individual award basis. The market values of “Stock Awards” in column (h) and (j) were determined using the closing price of $35.98 of our common stock on December 31, 2024. Columns (b), (c), (d), (e), and (f) have been deleted from the SEC-prescribed table format because we did not have any such awards outstanding as of December 31, 2024.

  94. Outstanding Equity Awards at 2024 Fiscal Year-End

    | | Stock Awards(2) | | | | | | Number of Shares or Units of Stock That Have Not Vested # | Market Value of Shares or Units of Stock that Have Not Vested $(1) | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights that Have Not Vested #(2) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights that Have Not Vested $(2) | | (a) | (g) | (h) | (i) | (j) | | Dennis L. Degner | 45,142(A)(4) | $1,624,209 | 58,587 | $2,107,960 | | | 65,199(A)(5) | 2,345,860 | 87,672 | 3,154,439 | | | 67,663(A)(6) | 2,434,515 | 101,496 | 3,651,826 | | TOTAL | 178,004 | $6,404,584 | 247,755 | $8,914,225 | | Mark S. Scucchi | 45,142(A)(4) | $1,624,209 | 58,587 | $2,107,960 | | | 43,189(A)(5) | 1,553,940 | 58,075 | 2,089,539 | | | 37,037(A)(6) | 1,332,591 | 55,555 | 1,998,869 | | TOTAL | 125,368 | $4,510,741 | 172,217 | $6,196,368 | | Erin W. McDowell | 19,136(A)(4) | $688,513 | — | $— | | | 17,186(A)(5) | 618,352 | — | — | | | 23,671(A)(5) | 851,683 | — | — | | | 1,484(M)(7) | 53,394 | — | — | | | 23,148(A)(6) | 832,865 | 23,148 | 832,865 | | | 1,527(M)(8) | 54,941 | — | — | | TOTAL | 86,152 | $3,099,749 | 23,148 | $832,865 | | Alan W. Farquharson | 16,025(A)(3) | $576,580 | 16,026 | $576,615 | | | 1,541(M)(8) | 55,445 | — | — | | TOTAL | 17,566 | $632,025 | 16,026 | $576,615 | | Anthony W. Gaudlip | 23,381(A)(5) | $841,248 | — | $— | | | 1,221(M)(7) | 43,932 | — | — | | | 12,090(A)(6) | 434,998 | 5,182 | 186,448 | | | 1,076(M)(8) | 38,714 | — | — | | TOTAL | 37,768 | $1,358,893 | 5,182 | $186,448 |

  95. Outstanding Equity Awards at 2024 Fiscal Year-End

    Annual Stock Awards (designated as “A” in the table) generally vest at the end of three years. We made one grant of Annual Stock to each Named Executive Officer in 2022, 2023 and 2024. Due to her promotion to General Counsel in 2023, Ms. McDowell received two Annual Stock Awards. Annual Stock Awards are listed in chronological order as granted. The treatment of these awards upon a change in control and certain employment termination events is described below under “Potential Payments Upon Termination and Change in Control.” Matching Stock Awards (designated as “M” in the table) vest on December 31, 2025, if issued in 2022 and on December 31, 2026, if issued in 2023 based on their retirement eligible status. Mr. Farquharson is retirement eligible and has a one year vesting requirement.

  96. Outstanding Equity Awards at 2024 Fiscal Year-End

    | 2025 PROXY STATEMENT | 52 |

  97. Outstanding Equity Awards at 2024 Fiscal Year-End

    Performance-based restricted stock that will be issued subject to the achievement of certain levels of total stockholder return or internal performance metrics. The amounts shown assume a target payout and are listed in chronological order as granted in 2022, 2023 and 2024. The ultimate payout may be less or more than the amount shown depending on the outcome of the performance criteria and the value of our stock. (3) Annual Stock Award vested on February 6, 2025, based on their retirement eligible status. (4) Vested on February 1, 2025. (5) 100% of Annual Stock Awards vest on March 15, 2026. (6) 100% of Annual Stock Awards vest on February 6, 2027. (7) Deferred Compensation match awards issued on March 15, 2023, vest on December 31, 2025. (8) Deferred Compensation match awards issued on February 6, 2024, vest on December 31, 2026. As of December 31, 2024, the Time-Based Restricted Stock granted to Alan Farquharson in 2024 has a one year vesting requirement because Mr. Farquharson qualified, based on age and years of service, for our post-retirement benefit plan which was intended to facilitate our management succession plan. Performance-Based Restricted Stock grants continue to be reported in the Outstanding Equity Awards table above because the performance condition has not been satisfied. However, if an NEO is terminated involuntarily for cause, the Time-Based Restricted Stock would be forfeited by him or her.

  98. Option Exercises and Stock Vested in 2024

    Option Exercises and Stock Vested in 2024 The following table reflects information about the value realized by the NEOs on option award exercises and restricted stock vesting during 2024.

  99. Option Exercises and Stock Vested in 2024

    | | Option Awards(1) | | Stock Awards(2) | | | Name | Number of Shares Acquired on Exercise | Value Realized on Exercise | Number of Shares Acquired on Vesting | Value Realized on Vesting | | (a) | (b) | (c) | (d) | (e) | | Dennis L. Degner | — | $— | 283,639 | $8,691,527 | | Mark S. Scucchi | — | $— | 286,126 | $8,767,735 | | Erin W. McDowell | — | $— | 33,675 | $969,840 | | Alan W. Farquharson | — | $— | 39,005 | $1,245,043 | | Anthony W. Gaudlip | — | $— | — | $— |

  100. Option Exercises and Stock Vested in 2024

    (1) There were no option awards exercised in 2024. (2) The “Stock Awards” included in the vesting amounts shown in this table for Mr. Scucchi and Mr. Degner represent Time-Based Restricted Stock Awards granted during 2021 and Performance-Based Restricted Stock granted during 2021. Mr. Farquharson’s vesting amounts represent Time-Based Restricted Stock awards granted during 2023, Matching Awards for 2023, if any, and Performance-Based Restricted Stock granted in 2021. Because the Summary Compensation Table reflects the entire value of the “Stock Awards” instead of over the period of time when such awards vest, a significant portion of the dollar amounts shown as realized on vesting is duplicative of the amounts that are shown in the Summary Compensation Table for different periods of time. The value realized upon vesting that is reported above was calculated by multiplying the number of shares that vested during 2024 by the closing price of our common stock on the applicable vesting date.

  101. Non-Qualified Deferred Compensation Plan

    Non-Qualified Deferred Compensation Plan Generally, our NEOs elect at the time they make their compensation deferrals into the Deferred Compensation Plan whether to receive our matching contribution under such plan in cash or in the form of our common stock. Matching contributions up to 10% of our NEOs base salary paid during the calendar year generally vest at the end of the third year from when the match is awarded. Separate deferral elections may be made with respect to our NEOs' bonus and salary. To the extent that our NEOs elected to receive a Matching Award in common stock, vesting of the Matching Award is reflected as to each respective NEO in the “Options Exercised and Stock Vested” table above. If our NEO qualifies for our post-retirement benefit plan, their Matching Award vests at the end of one year. Any Matching Awards are contributed as discretionary contributions to our Deferred Compensation Plan. Therefore, upon the vesting of any such awards, any appreciation or depreciation in value that would otherwise be realized is deferred under the terms of the Deferred Compensation Plan and will be distributed pursuant to the terms of the Deferred Compensation Plan as described below. Beginning in 2023, Time-Based Restricted Stock grants issued to employees are no longer being contributed to the Deferred Compensation Plan. Directors, however, retain the ability to contribute Time-Based Restricted Stock grants to the Deferred Compensation Plan.

  102. Non-Qualified Deferred Compensation Plan

    | 53 | |

  103. Non-Qualified Deferred Compensation Plan

    The Compensation Committee may elect to make discretionary contributions to our Deferred Compensation Plan on behalf of our NEOs. These contributions may be made in the form of the matching contributions described above. Any such discretionary contributions generally will be subject to vesting and any other terms specified by the Compensation Committee. Beginning in 2021, vesting will generally occur at the end of the third year from when the match was awarded. In addition, our NEOs will become fully vested in the matching contributions upon death or disability (as defined in the Deferred Compensation Plan). Our NEOs will forfeit all discretionary or matching contributions, irrespective of the attainment of age 65, disability or death, if their employment with the Company terminates for gross misconduct or if they engage in unlawful business competition with the Company. As of December 31, 2024, Alan W. Farquharson is retirement-eligible and has a one year vesting requirement. Amounts contributed to the Deferred Compensation Plan and earnings thereon are contributed to a rabbi trust, which is a grantor trust the assets of which may only be used to pay benefits under the Deferred Compensation Plan or to satisfy the claims of our creditors in the event of our insolvency. Thus, we have set aside the assets to fund the benefits payable under the Deferred Compensation Plan. Our NEOs are entitled to direct the benchmark for returns on their deferred compensation generally in similar investment funds as are offered under our 401(k) Plan. However, Time-Based Restricted Stock Awards and Matching Awards may not be transferred out of our common stock until vesting of such awards. Benefits under the Deferred Compensation Plan will be paid at the time and form as previously specified by our NEOs in accordance with the requirements of Section 409A of the Internal Revenue Code of 1986, as amended ("the Code"). Such amounts may be paid in the form of a single lump sum payment or annual installments over a period of up to 10 years. Time-Based Restricted Stock Awards and Matching Awards contributed to the Deferred Compensation Plan may be paid in shares of our common stock, with fractional shares in cash at the discretion of the Compensation Committee. Each of our NEOs may change the time and/or form of payment by making an election with the plan administrator at least one year before the date his/her Deferred Compensation Plan accounts would be paid in accordance with the requirements of Section 409A of the Code. Any such subsequent deferral election must delay our NEOs’ benefit commencement date by at least five years. In addition, the Deferred Compensation Plan permits our NEOs to obtain an earlier distribution in the event of “Hardship,” as defined under the Deferred Compensation Plan.

  104. NON-QUALIFIED DEFERRED COMPENSATION

    NON-QUALIFIED DEFERRED COMPENSATION

  105. NON-QUALIFIED DEFERRED COMPENSATION

    | | Registrant Contributions in Last FY(1) | Aggregate Earnings in Last FY(2) | Aggregate Withdrawals/ Distributions | Aggregate Balance at Last FYE | | Name | (c) | (d) | (e) | (f) | | Dennis L. Degner | $— | $122,013(3) | $— | $— | | | 86,058(5) | 1,926,366(4) | (7,818,223) | — | | TOTAL | $86,058 | $2,048,379 | $(7,818,223) | $4,021,998 | | Mark S. Scucchi | $— | $47,263(3) | $— | $— | | | 62,654(5) | 887,048(4) | (3,822,980) | — | | TOTAL | $62,654 | $934,311 | $(3,822,980) | $2,046,050 | | Erin W. McDowell | $— | $30,482(3) | $— | $— | | | 42,865(5) | 357,958(4) | (1,382,527) | — | | TOTAL | $42,865 | $388,440 | $(1,382,527) | $944,308 | | Alan W. Farquharson | $— | $45,624(3) | $— | $— | | | 43,269(5) | 969,748(4) | (4,288,980) | — | | TOTAL | $43,269 | $1,015,372 | $(4,288,980) | $1,913,098 | | Anthony W. Gaudlip | $— | $92,406(3) | $— | $— | | | 35,750(5) | 799,717(4) | (1,415,463) | — | | TOTAL | $35,750 | $892,123 | $(1,415,463) | $4,208,747 |

  106. NON-QUALIFIED DEFERRED COMPENSATION

    (1) Column (c) reflects the value contributed by us as Matching Awards. Matching Awards can be in cash or common stock. The earnings/(losses) from each of our NEOs’ Deferred Compensation Plan account shown in column (d) represents the cash earnings or appreciation/depreciation in market value from the investment funds and our common stock which our NEOs invest in under the Deferred Compensation Plan. Because our NEOs’ Deferred Compensation Plan accounts have significant investments in our common stock, the plan earnings each year for each of our NEOs are significantly impacted by the change in our common stock price during that period. The amounts of the appreciation or depreciation in our common stock held in the Deferred Compensation Plan accounts for each NEO are segregated in the table for reference purposes.

  107. NON-QUALIFIED DEFERRED COMPENSATION

    | 2025 PROXY STATEMENT | 54 |

  108. NON-QUALIFIED DEFERRED COMPENSATION

    Earnings/(losses) from appreciation/depreciation in market value, dividends and interest from mutual funds selected by each of our NEOs. (4) These amounts reflect appreciation in the value of our common stock held in the Deferred Compensation Plan accounts. As of December 31, 2024, the following numbers of shares of our common stock were held in our NEOs’ Deferred Compensation Plan accounts – 94,281 shares by Mr. Degner; 45,142 shares by Mr. Scucchi; 22,147 shares by Ms. McDowell; 49,240 shares by Mr. Farquharson; and 108,303 shares by Mr. Gaudlip. (5) Generally, our NEOs elect, at the time they make their compensation deferral elections under the Deferred Compensation Plan for the coming calendar year, whether to receive their matching contribution under such plan in cash or in the form of our common stock. During 2024, all our NEOs elected Matching Awards. The dollar equivalent value of the Matching Awards is shown in column (c) of the table. Matching Awards generally vest at the end of a three-year period beginning with the year such awards were contributed to our Deferred Compensation Plan. These amounts are shown in column (l) of the Grants of Plan-Based Awards Table and are included as “All Other Compensation” in the Summary Compensation Table. As of the end of 2024, certain of our NEOs qualified for our post-retirement health care benefit and therefore, have a one year vesting requirement. Voluntary contributions to our Deferred Compensation Plan by our NEOs from salary, bonus and cash incentive awards from prior years have been reported in the Summary Compensation Tables for such prior years. Mr. Degner began participating in 2014; Mr. Scucchi in 2012; Ms. McDowell in 2020; Mr. Farquharson in 1999 and Mr. Gaudlip in 2009. Matching Awards are reflected in the Summary Compensation Table (as “All Other Compensation”) during the year such awards are contributed to our Deferred Compensation Plan, although such awards are subject to future vesting. Matching Awards are valued at the grant date fair value in accordance with current accounting guidance. The table below shows the investment funds available under our 401(k) Plan and our Deferred Compensation Plan (other than our common stock) and their annual rate of return for the calendar year ended December 31, 2024, as reported by the administrator of the plan.

  109. NON-QUALIFIED DEFERRED COMPENSATION

    | | Rate of Return | | | | 401(k) Plan | Deferred Compensation Plan | | BlackRock Global Allocation Fund, Inc. – Institutional Class | 9.30% | — | | BNY Mellon Natural Resources | 1.06% | — | | Deutsche Real Estate Securities Fund R6 | 6.24% | — | | Goldman Sachs Emerging Market Equity Insights Fund | 7.78% | — | | J Hancock Disciplined Value Mid Cap I Fund | 10.43% | — | | Janus Henderson Enterprise Fund Class N | 15.39% | — | | Janus Enterprise Fund Class T | — | 15.11% | | MFS Growth Fund Class R6 | 31.94% | — | | MFS International Diversification Fund Class R6 | 6.52% | — | | PIMCO International Bond Fund | 5.68% | — | | PIMCO Income Fund Institutional Class | 5.42% | 5.42% | | PIMCO Real Return Fund – Institutional Class | 2.59% | 2.59% | | PGIM Total Return - Bond Fund Class R6 | 2.61% | — | | T. Rowe Price International Discovery Fund | 3.84% | 3.84% | | T. Rowe Price Retirement Balance Investor | 8.11% | — | | T. Rowe Price Retirement 2020 Trust Income E | 9.44% | — | | T. Rowe Price Retirement 2025 Trust Income E | 6.21% | | | T. Rowe Price Retirement 2005 Fund | 8.29% | — | | T. Rowe Price Retirement 2010 Fund | 8.76% | — | | T. Rowe Price Retirement 2015 Fund | 9.01% | — | | T. Rowe Price Retirement 2020 Fund | 9.41% | — | | T. Rowe Price Retirement 2025 Fund | 9.97% | — | | T. Rowe Price Retirement 2030 Fund | 11.06% | — | | T. Rowe Price Retirement 2035 Fund | 12.28% | — | | T. Rowe Price Retirement 2040 Fund | 13.52% | — | | T. Rowe Price Retirement 2045 Fund | 14.33% | — | | T. Rowe Price Retirement 2050 Fund | 14.61% | — |

  110. NON-QUALIFIED DEFERRED COMPENSATION

    | 55 | |

  111. NON-QUALIFIED DEFERRED COMPENSATION

    | T. Rowe Price Retirement 2055 Fund | 14.68% | — | | T. Rowe Price Retirement 2060 Fund | 14.68% | — | | T. Rowe Price Retirement 2065 Fund | 14.58% | — | | T. Rowe Price Stable Value Fund | 2.87% | — | | Putnam Stable Value Fund | 3.91% | — | | Undiscovered Managers Behavioral Value Fund Class R6 | 10.35% | — | | Vanguard Equity Income Investor Shares | 15.16% | 15.16% | | Vanguard Institutional Index | 24.97% | — | | Vanguard Mid-Cap Index Admiral | 15.22% | 15.22% | | Vanguard REIT Index Admiral | 4.92% | — | | Vanguard Small Cap Index Admiral | 14.23% | 14.23% | | Vanguard Total International Stock Index Admiral | 5.14% | 5.14% | | Vanguard Total Bond Index Admiral | 1.24% | — | | Vanguard Treasury Money Market | 5.24% | — | | BlackRock Liquidity Fed Fund | — | 5.16% | | BlackRock Global Allocation Fund Investor A | — | 9.24% | | Calamos Growth & Income Fund – Class A | — | 20.93% | | Cohen & Steers Real Estate Securities Fund | — | 6.79% | | Diamond Hill Large Cap Fund | — | 12.26% | | First Eagle Gold A | — | 10.59% | | Goldman Sachs Emerging Markets Equity Insights International | — | 7.75% | | Guggenheim Total Return Bond Fund | — | 3.16% | | J. Hancock Disciplined Value Mid Cap A Fund | — | 10.43% | | Nuveen Small Corp Value Fund Class R6 | — | 15.02% | | Invesco Oppenheimer Global Fund Class R6 | — | 16.67% | | PIMCO International Bond Fund Class Small | — | 5.68% | | Schwab International Core Energy Equity Fund | — | 9.05% | | T. Rowe Price Institutional Large-Cap Growth | — | 30.99% | | T. Rowe Price Integrated U.S. Small-Cap Growth Equity Fund –I Class | 13.06% | 13.06% | | Vanguard 500 Index FD Admiral | — | 24.97% |

  112. NON-QUALIFIED DEFERRED COMPENSATION

    | 2025 PROXY STATEMENT | 56 |

  113. Potential Payments upon Termination and Change in Control1

    Potential Payments upon Termination and Change in Control1 Under the Executive CIC Plan members of our Management Group, including our NEOs, may be entitled to receive certain payments and benefits, including acceleration of non-vested long-term equity incentive awards, if there is a Change in Control and a member of the Management Group is terminated other than for Cause or resigns for Good Reason (each an “Involuntary Termination” with individual terms defined below). These potential severance payments and non-vested equity acceleration are considered “double-trigger” change in control arrangements, as a termination alone, or a Change in Control alone, will not result in severance payments becoming due or non-vested equity to accelerate; the termination of employment must occur during the Protection Period related to the Change in Control event. Specifically, under our Executive CIC Plan, if a member of our Management Group leaves the Company as a result of an Involuntary Termination during the Protection Period, the participant will receive (a) a lump sum cash payment equal to (i) such person’s Benefit Multiple (which is set forth in the table below with respect to our NEOs) multiplied by (ii) the sum of (A) the participant’s Base Salary plus (B) the participant’s three-year average Bonus or Target Bonus, whichever is greater, plus a prorated Bonus payment for the year of Involuntary Termination (collectively, the “Cash Payment”), and (b) for a period of years equal to the participant’s Benefit Multiple, continued participation in any medical, dental, life, disability or any other insurance arrangement for the benefit of the participant (and his/her spouse and eligible children, if applicable) in which such person(s) were participating immediately prior to the date of the participant’s Involuntary Termination (the “Continued Benefits”). The Cash Payment will be paid as soon as practicable following a member of our Management Group’s termination, and in all events not later than March 15 of the year following the year of termination, unless payment is required to be delayed for six months from the date of termination to prevent additional tax under Section 409A of the Code. Further, the receipt of Continued Benefits is conditioned on the member of our Management Group paying to our Company the same premium amount for such benefits as such participant was required to pay prior to his or her termination, and the Continued Benefits will be limited and reduced to the extent that comparable coverage that does not result in greater out-of-pocket expenses to such participant is provided or available to such participant. Our Executive CIC Plan does not provide for any Cash Payments or Continued Benefits in the event a member of our Management Group is terminated due to death or Disability (as defined below). A discussion of the Benefit Multiple selected for each of our NEOs can be found below. In connection with the delivery of the Cash Payments under our Executive CIC Plan, each member of our Management Group is required to execute and deliver to us a release that generally releases and discharges our Company (and its related entities and agents) from any and all claims (with certain limited exceptions) existing at any time prior to execution of the release. Our Executive CIC Plan also contains non-disparagement provisions pursuant to which each member of our Management Group and our Company have agreed not to disparage one another during the term of such person’s employment and thereafter. Violation of the non-disparagement provisions entitles the wronged party to complete relief including injunctive relief, damages, and/or termination or return of payments made under our Executive CIC Plan. The Executive CIC Plan does not contain a tax gross-up feature, but instead adopted a “best net” policy for all executives which provides that in the event of Change in Control Payments, when aggregated with any other payments or benefits received by the covered executive, that would constitute a “parachute payment” and would be subject to excise tax imposed by Section 4999 of the Code, the aggregate benefits will be delivered in full or delivered in a lesser amount that would result in no portion of the aggregate benefits being subject to the excise tax, whichever results in the receipt by the executive of the greatest amount of aggregate benefits on an after-tax basis. 1 Capitalized terms without a specified definition herein, shall have the meaning set forth in the Executive CIC Plan.

  114. Potential Payments upon Termination and Change in Control1

    | 57 | |

  115. Potential Payments upon Termination and Change in Control1

    The following table reflects the estimated payments due to each of our NEOs as of December 31, 2024, assuming, as applicable, that a Change in Control occurred and each of our NEOs were terminated without Cause effective December 31, 2024. For these purposes, our common stock price was assumed to be $35.98 which was the closing price of our common stock on December 31, 2024. The amounts below have been calculated using assumptions that we believe are reasonable. For purposes of the Section 280G calculation, it is assumed that no amounts will be treated as attributable to reasonable compensation and no value will be attributed to our NEO executing a non-compete agreement. Any actual payments that may be made pursuant to the arrangements described above are dependent on various factors, which may or may not exist at the time a Change in Control actually occurs and any of our NEOs are actually terminated.

  116. Potential Payments upon Termination and Change in Control1

    | | Potential Change in Control Payments | | | | | | | Benefit Multiple | Cash Payments(1) | Value of Accelerated Awards(2) | Value of Benefits(3) | Total | | Dennis L. Degner | 3X | $7,000,000 | $16,793,558 | $175,426 | $23,968,984 | | Mark S. Scucchi | 3X | $4,767,600 | $12,095,397 | $136,519 | $16,999,516 | | Erin W. McDowell | 3X | $2,666,550 | $3,387,269 | $113,740 | $6,167,559 | | Alan W. Farquharson | 3X | $2,881,388 | $4,339,014 | $108,592 | $7,328,994 | | Anthony W. Gaudlip | 2X | $1,387,000 | $2,504,591 | $68,940 | $3,960,531 |

  117. Potential Payments upon Termination and Change in Control1

    (1) Represents cash payments equal to Base Salary and Bonus, determined as of December 31, 2024, multiplied by the applicable Benefit Multiple. Such calculation averages the higher of (1) the prior three bonuses paid as of December 31, 2024 which would be for the years 2021, 2022 or 2023 or (2) the target bonus as of December 31, 2024 plus a pro-rated bonus payment calculated on the basis of the greater of (1) the target level bonus or (2) the bonus payable based on actual performance metrics as of the year-ended December 31, 2024. (2) Represents the value of unvested Time-Based Restricted Stock Awards and Matching Awards granted under any of our benefit plans vesting upon a Change in Control as of December 31, 2024, at the 2024 year end price of the common stock of $35.98. Performance shares based on TSR assumes payout of 120% of target for shares granted in 2022, 100% of target for shares granted in 2023 and 100% of target for shares granted in 2024. Performance shares based on an internal metrics are assumed to pay out at 170% for shares granted in 2022 and 100% for shares granted in 2023. These awards are accelerated in connection with a Change in Control where either the NEO was terminated without cause or is not terminated. Also includes, to the extent applicable, a cash match for Mr. Degner ($205,000), Mr. Scucchi ($172,000) and Ms. McDowell ($28,000). Mr. Farquharson is over 65 years of age and therefore his equity grants are assumed fully vested. (3) Represents the value of the continuation of medical, dental, life, disability, and other insurance benefits net of any required premium contribution for a period of one year multiplied by the applicable Benefit Multiple. Future benefit costs assume a 5% increase per year. Our employees who are not covered by our Executive CIC Plan (the “Employee Group”) may be entitled to receive certain change in control payments under the Range Resources Corporation Amended and Restated Employee Change in Control Severance Benefit Plan (the “Employee CIC Plan”) upon an Involuntary Termination other than for Cause or if an employee resigns for Good Reason. If any employee in the Employee Group is terminated by us, other than for Cause or resigns for Good Reason, within the Protection Period, the employee will receive a lump sum payment (the “Employee Payment”) as defined under the Employee CIC Plan. The balance of the accounts of our NEOs under the Deferred Compensation Plan as of December 31, 2024, is set forth in column (f) of the Non-Qualified Deferred Compensation Table.

  118. Potential Payments upon Termination and Change in Control1

    | 2025 PROXY STATEMENT | 58 |

  119. Other Post-Employment Payments

    Other Post-Employment Payments Upon the death, Disability (as defined under the Executive CIC Plan) or retirement of an NEO or any other employee, certain unvested Time-Based Stock Awards and Performance-Based Stock Awards vest under the terms of the award grant. Upon Disability, all employees are covered under a group compensation continuation plan. The group disability coverage provides for compensation continuance of 60% of a non-officer employee’s monthly earnings up to a maximum of $10,000 and 60% of an officer's monthly earnings up to a maximum of $15,000 per month until he or she ceases to meet the qualifications to be deemed disabled. These qualifications depend on the year of birth and social security normal retirement age. All of our NEOs are also covered under supplemental individual executive disability policies. Coverage under these supplemental policies provides monthly cash payments until age 65. The executive disability coverage premium is shown as a perquisite in the Summary Compensation Table in column (i) “All Other Compensation.” The following table summarizes the value of the compensation continuation which would be available to each NEO assuming that they became disabled as of December 31, 2024, under the policies currently in effect until he or she attained the age of 65 years old. The table also summarizes the value of the Time-Based Restricted Stock Awards, Performance-Based Restricted Stock Awards and Matching Awards which would vest upon the death/Disability, retirement or involuntary termination assuming that such events occurred on December 31, 2024, based on the value of the Company’s common stock on that date of $35.98.

  120. Other Post-Employment Payments

    | | Death/ Disability | Normal Retirement(2) | Involuntary Termination | | Dennis L. Degner (52 years of age) | | | | | Time-Based Restricted Stock | $6,498,861 | $1,660,323 | $1,660,323 | | Performance-Based Restricted Stock | 9,908,064 | 3,202,181 | 10,089,985 | | Disability Payments(1) | 12,589,000 | — | — | | Cash Deferred Compensation Match | 204,712 | 49,808 | 49,808 | | TOTAL | $29,200,637 | $4,912,312 | $11,800,116 | | Mark S. Scucchi (47 years of age) | | | | | Time-Based Restricted Stock | $4,582,892 | $— | $— | | Performance-Based Restricted Stock | 7,158,968 | — | 7,340,889 | | Disability Payments(1) | 11,970,000 | — | — | | Cash Deferred Compensation Match | 171,616 | — | — | | TOTAL | $23,883,476 | $— | $7,340,889 | | Erin W. McDowell (46 years of age) | | | | | Time-Based Restricted Stock | $2,518,688 | $— | $— | | Performance-Based Restricted Stock | 840,272 | — | 840,272 | | Disability Payments(1) | 9,490,000 | — | — | | Health and Welfare Benefits | 28,309 | — | — | | TOTAL | $12,877,269 | $— | $840,272 | | Alan W. Farquharson (67 years of age) | | | | | Time-Based Restricted Stock | $3,757,306 | $3,296,784 | $3,296,784 | | Performance-Based Restricted Stock | 581,708 | 161,585 | 581,708 | | Disability Payments(1) | 1,078,800 | — | — | | Health and Welfare Benefits | — | — | — | | TOTAL | $5,417,814 | $3,458,369 | $3,878,492 | | Anthony W. Gaudlip (54 years of age) | | | | | Time-Based Restricted Stock | $2,316,484 | $937,669 | $937,669 | | Performance-Based Restricted Stock | 188,107 | — | 188,107 | | Disability Payments(1) | 4,509,375 | — | — | | Health and Welfare Benefits | — | — | — | | TOTAL | $7,013,966 | $937,669 | $1,125,776 |

  121. Other Post-Employment Payments

    (1) Represents payments through supplemental disability policies in the event of disability. Not payable in the event of death. As of December 31, 2024, Mr. Degner and Mr. Gaudlip are retirement eligible for the 2022 equity awards based upon their age and years of service, and Mr. Farquharson is retirement eligible for previously awarded and outstanding equity grants. In connection with the 2022 equity awards, retirement age was defined as 65 years of age, inclusive of one’s age plus years of service. The current definition of retirement is age 55 plus 10 years of service or age 65 plus 5 years of service.

  122. Other Post-Employment Payments

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  123. Pay Versus Performance

    Pay Versus Performance As discussed in the CD&A, our Compensation Committee has implemented an executive compensation program designed to link a substantial portion of our NEOs realized compensation to the achievement of our financial, operational and strategic objectives and to align our executive pay with changes in the value of our stockholders investments. We have identified Net Debt as our Company-Selected Measure that represents, in our view, the most important financial measure used to link Compensation Actually Paid (“CAP”) to our performance in 2024. We believe our debt levels are important to our stockholders and our ability to reduce those debt levels is through generating higher cash flows and our focus on efficient operations. The following sets forth additional compensation information for our NEOs, calculated in accordance with SEC regulations for the fiscal years 2024, 2023, 2022, 2021 and 2020:

  124. Pay Versus Performance

    | | | | | | | | Value of Fixed $100 Investment Based on: | | Stated in millions | | | Year | Summary Compensation Table Total for CEO Jeffrey L. Ventura(1) | Summary Compensation Table Total for CEO Dennis L. Degner(1) | Compensation Actually Paid to CEO Jeffrey L. Ventura(2)(4) | Compensation Actually Paid to CEO Dennis L. Degner(2)(4) | Average Summary Compensation Table for Remaining NEOs(3)(8) | Average Compensation Actually Paid to Remaining(g) NEOs(2)(4)(8) | Total Stockholder Return | Peer Group Total Stockholder Return(5) | Net Income (Loss)(6) | Net Debt(7) | | (a) | (b) | (b) | (c) | (c) | (d) | (e) | (f) | (g) | (h) | (i) | | 2024 | N/A | $7,492,829 | N/A | $11,913,564 | $2,426,926 | $3,493,169 | $762 | $255 | $266 | $1,404 | | 2023 | $592,899 | $6,181,944 | $7,148,610 | $11,224,955 | $2,423,058 | $3,585,941 | $639 | $212 | $871 | $1,576 | | 2022 | $7,930,872 | N/A | $20,623,893 | N/A | $2,658,371 | $7,195,488 | $518 | $212 | $1,183 | $1,869 | | 2021 | $7,542,954 | N/A | $29,861,807 | N/A | $2,853,780 | $10,803,072 | $368 | $142 | $412 | $2,736 | | 2020 | $6,704,788 | N/A | $12,846,337 | N/A | $2,755,736 | $5,106,097 | $138 | $76 | $(712) | $3,115 |

  125. Pay Versus Performance

    (1) The dollar amounts reported are the amounts of total compensation reported for our former CEO Mr. Ventura and our current CEO Mr. Degner for the corresponding year in which each served as the Company's CEO in the "Total" column of the Summary Compensation Table (“SCT”) as reflected on page 48 of this Proxy statement and our proxy statements for 2024, 2023, 2022 and 2021. Mr. Ventura retired in June 2023. (2) The dollar amounts reported represent the amount of “compensation actually paid”, as computed in accordance with SEC rules. The dollar amounts do not reflect the actual amount of compensation paid to our CEO (or other NEOs) during the applicable year, but include (i) the year-end value of equity awards granted during the reported year and (ii) the change in the value of equity awards that were unvested at the end of the prior year, measured through the date the awards vested or were forfeited or through the end of the reported fiscal year. (3) Reflects compensation for our remaining NEOs, other than our CEO. (4) Time-vested restricted stock grant fair values are calculated using the stock price as of the date of grant. Adjustments have been made using the stock price as of the applicable year end and as of each date of vesting. TSR-PSUs fair values are calculated using a Monte Carlo simulation model as of the applicable year-end date or as of each date of vesting. Performance-Based Internal metrics fair value is calculated using the stock price as of the applicable year end multiplied by the probability of achievement as of each such date. (5) Reflects cumulative total stockholder return for our Peer Group as described on page 43 of this proxy and assumes an initial investment of $100 on December 31, 2019. As of December 31, 2020, the members of the peer group included Antero Resources Corporation (AR), Cabot Oil and Gas Corporation (COG), Chesapeake Energy Corporation (CAKAQ), Cimarex Energy Co. (XEC), CNX Resources (CNX), EQT Corporation (EQT), Gulfport Energy Corporation (GPORQ), Matador Resources (MTDR), Murphy Oil (MUR), Oasis Petroleum (OASPQ), PDC Energy Inc. (POCE), QEP Resources Inc. (QEP), SM Energy Company (SM), Southwestern Energy Company (SWN), Whiting Petroleum (WLL), WPX Energy (WPX). In setting the 2021 peer group, XEC and COG were merged into Coterra (CTRA), CHKAQ declared bankruptcy, GPORQ, OASPQ, WLL and WPX were dropped and the S&P 500 index and Comstock Resources (CRK) were added to better test performance against a broader index. As of December 31, 2021, the members of the peer group include: AR, CTRA, CNX, CRK, EQT, MTDR, MUR, PDCE, QEP, SM, SWN and the S&P 500 index. As of December 31, 2022, the members of the peer group included AR, CTRA, CNX, CRK, EQT, MTDR, MUR, PDCE, SM, SWN and the S&P 500 index. QEP Resources was removed and Chesapeake Energy Corporation (CHK) was added back as they emerged from bankruptcy. PDC Energy is included through August 2023 when it was acquired by Chevron Corp. As of December 31, 2023, the members of the peer group included: AR, CHK, CNX, CRK, CTRA, EQT, MTDR, MUR, PDCE, SM, SWN, and the S&P 500 index. As of December 31, 2024, the members of the peer group included: AR, Callon Petroleum Company (CPE), CHK, Civitas Resources, Inc. (CIVI), Chord Energy Corporation (CHRD), CNX, CRK, CTRA, EQT, Magnolia Oil & Gas Corporation (MGY), MTDR, Marathon Oil Corporation (MRO), MUR, Permian Resources Corporation (PR), SM, SWN and the S&P 400 index. AR, CHK, CNX, CRK, CTRA, EQT, and SWN are included twice in the calculation of total stockholder return. CPE is included through February 2024 when it was acquired by Apache Corporation. MRO is included through November 2024 when it was acquired by Conoco Phillips. SWN is included through October 2024 when it was acquired by CHK to form EXE. (6) Reflects net income (loss) in the Company’s Consolidated Statements of Operations included in the Annual Reports on Form 10-K for each of the years ended December 31, 2024, 2023, 2022, 2021 and 2020. (7) Annex A includes reconciliations for non-GAAP financial measures to comparable GAAP measures (8) Reflects compensation reported in the “Summary Compensation Table” for our NEOs for each year presented. The following NEOs are included in the average figures show: • 2020: Mark S. Scucchi; Dennis L. Degner; David P. Poole; Alan W. Farquharson • 2021: Mark S. Scucchi; Dennis L. Degner; David P. Poole; Alan W. Farquharson • 2022: Mark S. Scucchi; Dennis L. Degner; David P. Poole; Alan W. Farquharson • 2023: Mark S. Scucchi; Erin W. McDowell; Alan W. Farquharson; Dori A. Ginn 2024: Mark S. Scucchi; Erin W. McDowell; Alan W. Farquharson; Anthony W. Gaudlip

  126. Pay Versus Performance

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  127. Pay Versus Performance

    Column (c). To calculate the amounts in “Compensation Actually Paid to CEO” column for Jeffrey L. Ventura, the following amounts were deducted from or added to (as applicable) our CEO’s total compensation as reported in the Summary Compensation Table (SCT):

  128. Pay Versus Performance

    | | SCT for CEO Jeffrey L. Ventura | Reported Value of Equity Awards for CEO Jeffrey L. Ventura(1) | Equity Award Adjustments for CEO Jeffrey L. Ventura(2) | Compensation Actually Paid to CEO Jeffrey L. Ventura | | 2023 | $592,899 | $— | $6,555,711 | $7,148,610 | | 2022 | $7,930,872 | $(5,799,964) | $18,492,985 | $20,623,893 | | 2021 | $7,542,954 | $(4,799,996) | $27,118,849 | $29,861,807 | | 2020 | $6,704,788 | $(3,922,995) | $10,064,544 | $12,846,337 |

  129. Pay Versus Performance

    (1) Represents the grant date fair value of equity awards granted to our CEO as reported in the “Stock Awards” column in the SCT for each year. Mr. Ventura did not receive an equity grant in 2023 due to his retirement. (2) Represents the year-over-year change in the fair value of equity awards to our CEO.

  130. Pay Versus Performance

    | Fair Value of Equity Awards for Former CEO – Jeffrey L. Ventura | 2023 | 2022 | 2021 | 2020 | | As of year-end for awards granted during the year | $— | $6,899,722 | $9,397,492 | $8,992,765 | | Year-over-year increase of unvested awards granted in prior years | 5,103,067 | 7,014,919 | 15,001,036 | 1,189,549 | | Increase (decrease) from prior year-end for awards that vested during the year | 1,452,644 | 4,578,344 | 2,720,321 | (117,770) | | TOTAL EQUITY AWARD ADJUSTMENTS FOR FORMER CEO – JEFFREY L . VENTURA | $6,555,711 | $18,492,985 | $27,118,849 | $10,064,544 |

  131. Pay Versus Performance

    Column (c). To calculate amounts in “Compensation Actually Paid to CEO” for Dennis L. Degner, the following amounts were deducted from or added (as applicable) to our CEO’s total compensation as reported in the SCT:

  132. Pay Versus Performance

    | | SCT for CEO Dennis L. Degner | Reported Value of Equity Awards for CEO Dennis L. Degner(1) | Equity Award Adjustments for CEO Dennis L. Degner(2) | Compensation Actually Paid to CEO Dennis L. Degner | | 2024 | $7,492,829 | $(5,131,610) | $9,552,345 | $11,913,564 | | 2023 | $6,181,944 | $(3,925,016) | $8,968,027 | $11,224,955 |

  133. Pay Versus Performance

    (1) Represents the grant date fair value of equity awards granted to our CEO as reported in the “Stock Awards” column in the SCT. (2) Represents the year-over-year change in the fair value of equity awards to our CEO.

  134. Pay Versus Performance

    | Fair Value of Equity Awards for CEO – Dennis L. Degner | 2024 | 2023 | | As of year-end for awards granted during the year | $6,991,008 | $4,950,314 | | Year-over-year increase of unvested awards granted in prior years | 2,184,499 | 3,142,953 | | Increase from prior year-end for awards that vested during the year | 376,837 | 874,760 | | TOTAL EQUITY AWARD ADJUSTMENTS FOR CEO – DENNIS L. DEGNER | $9,552,345 | $8,968,027 |

  135. Pay Versus Performance

    | 2025 PROXY STATEMENT | 62 |

  136. Pay Versus Performance

    Column (e). To calculate the amounts in “Average Compensation Actually Paid to Remaining NEOs” column in the table above, the following amounts were deducted from or added to (as applicable) to our remaining NEOs total compensation as reported in the SCT:

  137. Pay Versus Performance

    | | Average SCT for Remaining NEOs | Average Reported Value of Equity Awards for Remaining NEOs | Average Equity Award Adjustments for Remaining NEOs | Average Compensation Actually Paid to Remaining NEOs | | 2024 | $2,426,926 | $(1,415,158) | $2,481,400 | $3,493,169 | | 2023 | $2,423,058 | $(1,324,995) | $2,487,878 | $3,585,941 | | 2022 | $2,658,371 | $(1,749,985) | $6,287,102 | $7,195,488 | | 2021 | $2,853,780 | $(1,744,995) | $9,694,287 | $10,803,072 | | 2020 | $2,755,736 | $(1,633,999) | $3,984,360 | $5,106,097 |

  138. Pay Versus Performance

    | Average Fair Value of Equity Awards for Remaining NEOs | 2024 | 2023 | 2022 | 2021 | 2020 | | As of year-end for awards granted during the year | $1,788,384 | $1,445,579 | $2,132,512 | $3,394,488 | $3,725,287 | | Year-over-year increase of unvested awards granted in prior years | 601,154 | 864,425 | 2,833,707 | 5,432,421 | 292,015 | | Increase (decrease) from prior year-end for awards that vested during the year | 91,862 | 177,874 | 1,320,883 | 867,378 | (32,942) | | TOTAL EQUITY AWARD ADJUSTMENTS FOR REMAINING NEOS | $2,481,400 | $2,487,878 | $6,287,102 | $9,694,287 | $3,984,360 |

  139. Pay Versus Performance

    The charts below reflect that the CAP over the five-year period ended December 31, 2024, aligns to the trend in our TSR, net income (loss) and net debt results over the same period. CAP, as required under SEC rules, reflects adjusted values to unvested and vested equity awards during the years shown in the table based on year-end stock prices, various accounting valuation assumptions and projected performance modifiers but does not reflect actual amounts paid out for those awards. CAP generally fluctuates due to stock price achievements and projected and actual achievement of performance goals.