DEF 14A of Range Resources Corp, Mar 29, 2024

DEF 14A of Range Resources Corp

Filed Mar 29, 2024 · FY20230001308179-24-000371

Open on EDGAR

  1. Table of Contents

    | CEO Pay Ratio of 35 to 1 | 57 | | Grants of Plan-Based Awards in 2023 | 58 | | Outstanding Equity Awards at 2023 Fiscal Year-End | 60 | | Option Exercises and Stock Vested in 2023 | 61 | | Non-Qualified Deferred Compensation Plan | 62 | | Potential Payments upon Termination and Change in Control | 66 | | Other Post-Employment Payments | 69 | | Equity Compensation Plan Information | 70 | | PROPOSAL 3 APPROVAL OF AN AMENDMENT TO OUR RESTATED CERTIFICATE OF INCORPORATION TO PROVIDE FOR OFFICER EXCULPATION | 71 | | Key Features of the Amendment | 71 | | Required Vote and Recommendation | 72 | | PROPOSAL 4 RATIFICATION OF THE APPOINTMENT OF ERNST & YOUNG LLP AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM | 73 | | Required Vote and Recommendation | 73 | | Report of the Audit Committee | 74 | | Independent Registered Public Accountants | 75 | | Audit Fees | 75 | | Tax Fees | 75 | | Pre-Approval Policy and Procedures | 75 | | OTHER BUSINESS | 76 | | STOCKHOLDER PROPOSALS FOR 2025 ANNUAL MEETING | 76 | | FREQUENTLY ASKED QUESTIONS AND ANSWERS | 77 | | Proxy Materials and Voting Information | 77 | | Company Documents, Communications and Stockholder Proposals | 81 | | ANNEX A | 82 | | ANNEX B | 84 | | ANNEX C | 85 |

  2. Board Nominees and Committee Memberships

    Board Nominees and Committee Memberships

  3. Board Nominees and Committee Memberships

    | | | | | Committee Membership | | | | | Name | Age | Director Since | Principal Occupation | Audit | Compensation | ESG and Safety | Governance and Nominating | | Brenda A. Cline Independent | 63 | 2015 | Chief Financial Officer, Treasurer and Secretary of the Chair Kimbell Art Foundation | Chair | | | | | Margaret K. Dorman Independent | 60 | 2019 | Former EVP, Chief Financial Officer and Treasurer of Smith International, Inc. | | | Chair | | | James M. Funk Independent | 74 | 2008 | Former Senior Vice President of Equitable Resources | | | | Chair | | Steve D. Gray Independent | 64 | 2018 | Former Chief Executive Officer of RSP Permian, Inc. | | Chair | | | | Charles G. Griffie Independent | 51 | 2023 | Former SVP Engineering and Operations, Western Midstream Partners | | | | | | Greg G. Maxwell Independent Chairman | 67 | 2015 | Former Executive Vice President, Finance and Chief Financial Officer of Phillips 66 | | | | | | Reginal W. Spiller Independent | 71 | 2021 | President and CEO of Azimuth Energy Investments, LLC and formerly Deputy Assistant Secretary of Oil & Gas at U.S. Department of Energy | | | | | | Dennis L. Degner | 51 | 2023 | Chief Executive Officer and President. Previously Executive Vice President, Chief Operating Officer of Range Resources Corporation | | | | |

  4. PROPOSAL 1 ELECTION OF DIRECTORS

    PROPOSAL 1 ELECTION OF DIRECTORS

  5. PROPOSAL 1 ELECTION OF DIRECTORS

    | Nomination and Election of Directors Nominated by the Board |

  6. PROPOSAL 1 ELECTION OF DIRECTORS

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

  7. PROPOSAL 1 ELECTION OF DIRECTORS

    | Required Vote and Recommendation |

  8. PROPOSAL 1 ELECTION OF DIRECTORS

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

  9. PROPOSAL 1 ELECTION OF DIRECTORS

    | FOR | The Board of Directors recommends a vote FOR all of the nominees |

  10. 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:

  11. Director Qualifications

    | • | 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. |

  12. Director Qualifications

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

  13. 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 are independent:

  14. Director Independence

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

  15. Director Independence

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

  16. 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:

  17. Director Refreshment

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

  18. Director Refreshment

    | Nominees For Director – Terms Expire 2025 |

  19. Director Refreshment

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

  20. Director Refreshment

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

  21. Key Attributes, Skills and Experience

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

  22. Key Attributes, Skills and Experience

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

  23. Key Attributes, Skills and Experience

    Margaret K. Dorman became a director in 2019. Ms. Dorman has over 30 years of experience in the energy industry, largely focused in the oilfield service and equipment sector. In 2009, she retired as the Executive Vice President, Chief Financial Officer and Treasurer of Smith International, Inc. (now part of Schlumberger Limited) after spending more than a decade in that role. Previously, she held management positions at Landmark Graphics, prior to its acquisition by Halliburton Corporation and Ernst & Young LLP. Ms. Dorman received a Bachelor of Arts degree in Economics-Business from Hendrix College and is a certified public accountant. Current Public Company Directorships: None Public Company Directorships Within the Past Five Years: EQT Corporation, Equitrans Midstream Corporation

  24. Key Attributes, Skills and Experience

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

  25. Key Attributes, Skills and Experience

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

  26. Key Attributes, Skills and Experience

    Mr. Funk is an independent consultant and producer with over 40 years of experience in the energy industry. Mr. Funk served as Senior Vice President of Equitable Resources and President of Equitable Production Co. from June 2000 until December 2003. Previously, Mr. Funk was employed by Shell Oil Company for 23 years in senior management and technical positions. Mr. Funk has previously served on the boards of Westport Resources (2000 to 2004) and Matador Resources Company (2003 to 2008). Mr. Funk received a B.A. degree in Geology from Wittenberg University, a M.S. in Geology from the University of Connecticut, and a PhD in Geology from the University of Kansas. Mr. Funk is a Certified Petroleum Geologist. Current Public Company Directorships: None Public Company Directorships Within the Past Five Years: Superior Energy Services

  27. Key Attributes, Skills and Experience

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

  28. Key Attributes, Skills and Experience

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

  29. Key Attributes, Skills and Experience

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

  30. Key Attributes, Skills and Experience

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

  31. Key Attributes, Skills and Experience

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

  32. Key Attributes, Skills and Experience

    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

  33. Public Company Directorships Within the Past Five Years: None

    Public Company Directorships Within the Past Five Years: None

  34. Key Attributes, Skills and Experience

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

  35. Key Attributes, Skills and Experience

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

  36. Key Attributes, Skills and Experience

    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.

  37. Key Attributes, Skills and Experience

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

  38. Key Attributes, Skills and Experience

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

  39. Key Attributes, Skills and Experience

    Mr. Spiller became a director in 2021. Mr. Spiller began his energy career as a geologist with Exxon USA and is now President and CEO of Azimuth Energy Investments, LLC, providing energy advisory services to upstream companies. Mr. Spiller also had a distinguished public service career, having served as the Deputy Assistant Secretary of Oil and Gas at the U.S. Department of Energy, focusing on the development of advanced technologies for the natural gas and oil industry. He is still active with the DOE’s fossil energy technology and carbon capture projects and has served on several National Research Council/National Academy of Science boards. He is a member of the American Association of Petroleum Geologists, Society of Petroleum Engineers, Geologic Society of America, and the National Association of Black Geoscientists. He earned a Bachelor’s degree in Geology from the State University of New York and a M.S. in Geology from Pennsylvania State University. Current Public Company Directorships: None

  40. Public Company Directorships Within the Past Five Years: None

    Public Company Directorships Within the Past Five Years: None

  41. Key Attributes, Skills and Experience

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

  42. Key Attributes, Skills and Experience

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

  43. Key Attributes, Skills and Experience

    On May 10, 2023, Mr. Degner’s appointment as the Company’s Chief Executive Officer and President became effective. Having joined Range in 2010, Mr. Degner was named senior vice president of operations in 2018 and Chief Operating Officer in May 2019. Previously, Mr. Degner served as vice president of the Appalachia business unit. Mr. Degner has more than 25 years of oil and gas experience, having worked in a variety of technical and managerial positions across the United States including, Texas, Louisiana, Wyoming, Colorado and Pennsylvania. Prior to joining Range, Mr. Degner held positions with EnCana, Sierra Engineering and Halliburton. Mr. Degner is a member of the Society of Petroleum Engineers. Mr. Degner holds a Bachelor of Science Degree in Agricultural Engineering from Texas A&M University. Current Public Company Directorships: None

  44. Public Company Directorships Within the Past Five Years: None

    Public Company Directorships Within the Past Five Years: None

  45. Key Attributes, Skills and Experience

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

  46. 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 of Directors membership, meet the requirements set forth in our by-laws and should be addressed to: Corporate Secretary, Range Resources Corporation, 100 Throckmorton Street, Suite 1200, Fort Worth, Texas 76102.

  47. Identifying and Evaluating Board Nominees for Directors, including Diversity Considerations

    Identifying and Evaluating Board Nominees for Directors, including Diversity Considerations Our Governance and Nominating Committee uses a variety of avenues to identify and evaluate director nominees. The Committee regularly assesses the appropriate size of our Board and whether any vacancies are expected due to retirement or otherwise. If vacancies are anticipated, or otherwise arise, our Governance and Nominating Committee considers various potential candidates for the Board. Candidates may come to the attention of the Committee through current Board members, stockholders or other persons. Candidates may be evaluated at regular or special meetings of the Committee and may be considered at any point during the year. The Board ensures refreshment and continued effectiveness through evaluation, nomination and other policies, processes and practices. For example:

  48. Identifying and Evaluating Board Nominees for Directors, including Diversity Considerations

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

  49. Identifying and Evaluating Board Nominees for Directors, including Diversity Considerations

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

  50. Board of Directors

    Board of Directors

  51. 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 of Directors’ meeting following the election of directors at the Annual Meeting. Compensation arrangements for directors are effective with each election to the Board at the Annual Meeting. The Compensation Committee has also approved the payment of annual stock awards to the directors for a portion of their overall director compensation. Directors who are company employees do not receive any separate compensation for service on the Board or committees of the Board.

  52. 2023 DIRECTOR COMPENSATION

    2023 DIRECTOR COMPENSATION

  53. 2023 DIRECTOR COMPENSATION

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

  54. 2023 DIRECTOR COMPENSATION

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

  55. 2023 DIRECTOR COMPENSATION

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

  56. 2023 DIRECTOR COMPENSATION

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

  57. Executive Compensation Program Objectives

    | • | Be highly aligned with stockholder interests; | | • | Preserve performance accountability through commodity cycles; | | • | Build long-term share ownership; | | • | Provide a consistent retention incentive; | | • | Be straight forward and transparent for the benefit of executives and stockholders; and | | • | Match or exceed prevailing governance standards for performance-based compensation. |

  58. Executive Compensation Program Objectives

    | • | Assigning 87% percent of CEO compensation to at-risk; | | • | Tying incentive plan metrics to stockholder value priorities; and | | • | Having balanced, open objectives. |

  59. Our Executive Compensation Practices

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

  60. Principal Elements of Executive Compensation

    | Element | Purpose | | • Base Salary | Retain executive team and, when appropriate, attract executives. | | • Annual Cash Incentive award | Reward executives for short-term financial and operational results. | | • Annual Long-Term Equity Incentive award | Focus executive efforts on activities and results that lead to long-term stockholder value. Our restricted stock awards vest based on continued employment and the passage of time, which promotes retention. The remainder of the awards vest based on performance measures tied to either relative stock price performance or internal performance metrics which promotes the long-term interests of our stockholders and aligns executives’ interests with stockholders’ interests. |

  61. Compensation Program Emphasizes Performance

    | (1) Amounts shown reflect salary paid in 2023, annual cash incentive award for 2023 which was paid in 2024 based on 2023 performance, the grant date fair value for Long-Term Incentive Awards granted in 2023 and other compensation as detailed in the Summary Compensation Table on page 51. |

  62. Role of Independent Compensation Consultants

    Role of Independent Compensation Consultants Through the first nine months of 2023, the Committee directly engaged NFP Compensation Consulting (“NFP”) as its independent compensation consultant to advise the Committee on executive compensation matters. With the approval of the Compensation Committee, the Company also retained Alvarez and Marsal (“A&M”) to provide valuation services related to the use of performance-based restricted stock awards based on TSR and certain annual proxy change-in-control calculations. In 2023, the Company paid NFP a total of $127,000 for consulting services related to executive and director compensation. The Company paid A&M a total of $45,000 for valuation and annual proxy calculations in 2023. In late 2023, the Committee engaged Meridian Compensation Partners (“Meridian”) as its independent compensation consultant starting in the fourth quarter of 2023. Meridian is known for its expertise in the E&P industry. In 2023, the Company paid Meridian a total of $59,000 related to executive compensation. NFP and Meridian interacted with several of our officers and employees as necessary. In addition, the compensation consultants may seek input and feedback from members of our management regarding its work product prior to presentation to the Committee to confirm that information is accurate or address other issues. Meridian reports directly to the Compensation Committee, participates in Committee meetings, reviews Committee materials, and provides advice to the Committee upon request. Additionally, Meridian updates the Committee on trends and issues in executive pay, comments on the competitiveness and reasonableness of our compensation programs and assists in the development and review of the annual bonus and long-term incentive programs.

  63. Competitive Positioning

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

  64. Role of Peer Companies

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

  65. Role of Peer Companies

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

  66. Role of Peer Companies

    | “ ” | denotes companies included in our Peer Group |

  67. Role of Peer Companies

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

  68. Role of Peer Companies

    | 3 | 2023 COMPENSATION PROGRAM ELEMENTS |

  69. Role of Peer Companies

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

  70. Role of Peer Companies

    | | Element | Objective | Form of Payout | How Payout Value is Calculated | 2023 Decisions | | FIXED | Base Salary | • Provide a competitive level of fixed compensation to attract and retain employees. | Cash | Review of compensation surveys, publicly available peer company data, internal pay equity, individual responsibilities and performance assessment. Base salaries are reviewed annually and as circumstances warrant. | • In 2023, our new CEO’s salary was set at $750,000. • Our CFO salary was increased 20%. • Salaries of the remaining NEOs were increased between 6 and 9% except for Ms. McDowell’s salary was set at $380,000 upon promotion to General Counsel. | | VARIABLE OR AT-RISK | Annual Cash Incentive | • Align executives with performance metrics that are critical to Range’s success. • Motivate financial and operational performance over a one-year period. | Cash | Criteria and weighting pre-established by the Compensation Committee in March 2023. All five performance criteria are internal company performance measures. The Annual Cash Incentive award is described in more detail under “Elements of Executive Compensation” beginning on page 40. | For the Chief Executive Officer: • Target bonus % salary equal to 120%. For the CFO: • Target bonus % salary equal to 100%. For the other NEOs: • Target bonus % of salary equal to 75%. • Actual payment for 2023 performance was 196% of salary for our CEO; 163% of salary for our CFO; 122% of salary for our other NEOs. | | | Long-Term Incentive – Performance-Based Total Stockholder Return (TSR) awards | • Align executives interest with interests of stockholders. • Reward higher returns in Range common stock over a three-year performance period. | Stock | A comparison of Range’s TSR to that of the peer group over a three-year performance period. In addition, if Range’s absolute TSR is negative for the period, payout of the award is capped at no more than target. The terms and conditions of the TSR award are described in more detail under “Long-Term Equity Incentive Program” beginning on page 43. | For the Chief Executive Officer: • The TSR award accounts for 30% of the target 2023 long-term incentive award value. • Actual grant for 2023 equaled target value for the combined grant. For the CFO: • The TSR award accounts for 30% of the target 2023 long-term incentive award value. • Actual grant for 2023 equaled target value for the combined grant. | | | Long-Term Incentive – Performance-Based Internal Metric awards | • Align executives interest with interests of stockholders. • Rewards performance over a three-year performance period. | Stock | A comparison of reported Net Debt and Emissions Performance to a performance target. The terms and conditions of this award is described in more detail under “Long-Term Equity Incentive Program” beginning on page 43. | For Chief Executive Officer: • The award accounts for 30% of the target 2023 long-term incentive award value. • Actual grant for 2023 equaled target value for the combined grant. For the CFO: • The award accounts for 30% of the target 2023 long-term incentive award value. • Actual grant for 2023 equaled target value for the combined grant. | | | Long-Term Incentive – Time-Based Restricted Stock | • Provide a retention incentive that promotes sustained stock ownership. • Tie ultimate value realized tied to the performance of Range’s common stock. | Stock | Generally vest at the end of three years subject to continued employment. The terms and conditions of these awards are described in more detail under “Long-Term Equity Incentive Program” beginning on page 43. | For the Chief Executive Officer: • The stock award accounts for 40% of the target 2023 long-term incentive award value. • Actual grant for 2023 equaled target value, for the combined grant. For the CFO: • The stock award accounts for 40% of the target 2023 long-term incentive award value. • Actual grant for 2023 equaled target value for our combined grant. For the other NEOs: • The stock award accounts for 100% of the target 2023 long-term incentive award value. • Actual grant for 2023 equaled target value. |

  71. Base Salary

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

  72. Annual Cash Incentive Awards

    Annual Cash Incentive Awards The annual cash bonus award is intended to compensate the NEOs based on the achievement of annual financial, operating and strategic goals. It emphasizes team performance in achieving corporate goals. We refer to cash awards as “Annual Cash Incentives.” The Annual Cash Incentives are paid to our NEOs based on a formulaic application of certain performance criteria that are discussed more fully below. The Annual Cash Incentives are subject to the negative discretion of the Compensation Committee and could include other criteria the Committee deems appropriate. Annual Cash Incentives are determined without reference to Compensation Peer Group data, because each performance criteria has been pre-established by the Compensation Committee. The Annual Cash Incentive related to our 2023 performance was paid in February 2024 as detailed in the table below:

  73. Annual Cash Incentive Awards

    | | Annual Incentive Payout | | | | | Actual Payment Achieved(1) | Actual Payout for 2023 | Difference | | CEO | $1,582,022 | $1,467,000 | $(115,022) | | CFO | $1,054,682 | $978,000 | $(76,682) | | Remaining Senior Vice Presidents | $1,522,697 | $1,411,988 | $(110,709) |

  74. Annual Cash Incentive Awards

    | (1) Reflects the payout earned prior to negative discretion applied by the Compensation Committee or other criteria the Committee deems appropriate. |

  75. Annual Cash Incentive Awards

    The Compensation Committee develops the performance criteria to be used for the Annual Cash Incentives, reviews the performance criteria with the independent compensation consultants and then discusses the performance criteria with our CEO and CFO. The Committee then sets the criteria as well as the weighting and performance achievement levels necessary to calculate Annual Cash Incentives based upon payout percentages established for our NEOs. For 2023, the performance criteria were based upon either industry competitive levels or our annual business plan (the “Annual Business Plan”). Our Annual Business Plan is a forecast of expected business results for the applicable fiscal year based upon certain assumptions made by our management. The Compensation Committee believes that the performance criteria, taken together, are strong objective indicators of the Company’s performance, thus similar factors are typically used in determining the Company’s performance relative to its Peer Group for setting total compensation and long-term incentive equity awards as described above. Target Annual Cash Incentives are determined as a percentage of each NEO’s base salary. This target percentage is established through an analysis of compensation for comparable positions in the Peer Group and is intended to provide a competitive level of compensation if the Company achieves the performance criteria established by the Compensation Committee. The performance criteria selected with respect to the Annual Cash Incentive awards for 2023 (which were paid in February 2024) are shown in the table below, together with the target levels of achievement with respect to each criterion. The payouts were achieved as described below. All five of the performance criteria are internal performance measures.

  76. Annual Cash Incentive Awards

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

  77. Annual Cash Incentive Awards

    | (1) The Payout percentage achieved is shown for the CEO and is prorated for other officers. |

  78. Discretionary Measure

    The last criterion also includes factors not otherwise captured in the previously described objective performance measures. Factors would include portfolio management, succession planning, talent development and other factors. These factors are deemed by the Compensation Committee to have been important in the year’s performance and may vary from year to year. The Committee follows no set performance targets relating to these factors. The performance target was achieved in 2023 by successfully continuing to further strengthen our financial foundation and successfully managing the impact of our management transition. In addition to selecting the performance criteria, the Compensation Committee determined, after consultation with Meridian, the respective performance payout percentages for each of our NEOs. In determining these payout percentages, the Compensation Committee attempted to ensure that the payouts provided appropriate incentives to each of our senior executives. In setting the performance levels for 2023, the Committee considered the impact of anticipated levels of inflation and lower commodity prices. For 2023, the annual incentive payout percentage was a weighted average of the payout percentage for each category using the percentages set forth below in the table. When actual results achieved fall between the performance levels, the percentile performance used to determine the payout percentage is proportionately adjusted between the performance levels. For 2023, the Compensation Committee awarded bonuses based on the formulaically determined award as shown in the table below.

  79. Discretionary Measure

    | | | Annual Cash Incentive Payout % of Salary | | | | | | Threshold | Target | Excellent | Payout % Achieved(1) | Actual Payment % For 2023(2) | | CEO | 60% | 120% | 240% | 211% | 196% | | CFO | 50% | 100% | 200% | 176% | 163% | | Remaining Senior Vice Presidents | 37.5% | 75% | 150% | 132% | 122% |

  80. Discretionary Measure

    | (1) Reflects the payout percentage prior to any discretion applied by the Compensation Committee. | | (2) Reflects the payout percentage after discretion or other criteria the Committee deems appropriate. |

  81. Discretionary Measure

    | | Annual Cash Incentive Earned | | | | | 2023 | 2022 | 2021 | | Dennis L. Degner | $1,467,000 | $450,000 | $712,500 | | Jeffrey L. Ventura, former CEO | $— | $1,026,000 | $1,665,000 | | Mark S. Scucchi | $978,000 | $450,000 | $712,500 | | Erin W. McDowell(1) | $464,550 | $— | $— | | Alan W. Farquharson | $507,338 | $263,250 | $423,000 | | Dori A. Ginn(1) | $440,100 | $— | $— |

  82. Long-Term Equity Incentive Program

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

  83. Long-Term Equity Incentive Program

    | | Long-Term Equity Incentive | | | | | 2024 | 2023 | 2022 | | Dennis L. Degner | $4,750,000 | $3,925,000(1) | $2,300,000 | | Jeffrey L. Ventura, former CEO(2) | $— | $— | $5,800,000 | | Mark S. Scucchi | $2,600,000 | $2,600,000 | $2,300,000 | | Erin W. McDowell(3) | $1,300,000 | $1,000,000 | $— | | Alan W. Farquharson | $900,000 | $900,000 | $900,000 | | Dori A. Ginn(3) | $— | $800,000 | $— |

  84. Long-Term Equity Incentive Program

    | (1) Takes into consideration his appointment to President and Chief Executive Officer effective May 10, 2023. | | (2) Due to announced retirement, Mr. Ventura did not receive a 2023 Long-Term Equity grant. | | (3) Ms. McDowell and Ms. Ginn were not named executives before 2023. Due to her planned retirement, Ms. Ginn did not receive a 2024 Long-Term Equity Grant. |

  85. Long-Term Equity Incentive Program

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

  86. ALLOCATION OF LONG-TERM EQUITY INCENTIVE AWARDS IN 2023

    ALLOCATION OF LONG-TERM EQUITY INCENTIVE AWARDS IN 2023

  87. ALLOCATION OF LONG-TERM EQUITY INCENTIVE AWARDS IN 2023

    | • | Performance-Based TSR Stock Units (“TSR-PSUs”). The 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 S&P 500 index. In 2024, the Performance Peer Group will also start with the Compensation Peer Group plus the S&P 400 index along with assigning a weighting of “two times” to seven Compensation Peer Group companies that have the highest percentage of dry-gas reserves. 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. 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-PSUs award is denominated in performance stock units (PSUs), each of which is equivalent to one share of common stock. |

  88. ALLOCATION OF LONG-TERM EQUITY INCENTIVE AWARDS IN 2023

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

  89. ALLOCATION OF LONG-TERM EQUITY INCENTIVE AWARDS IN 2023

    | TSR Ranking | % of Target PSUs Earned(1) | | 1st ranked company | 200% | | Top 2-8 ranked company | between 75% and 183% | | 9th ranked company | 50% | | 10th - 13th ranked company | 0% |

  90. ALLOCATION OF LONG-TERM EQUITY INCENTIVE AWARDS IN 2023

    | (1) If absolute TSR is negative over the performance period, the payout is capped at 100%, irrespective of ranking within the peer group. |

  91. ALLOCATION OF LONG-TERM EQUITY INCENTIVE AWARDS IN 2023

    2023 TSR-PSUs. The performance units granted in March 2023 have a performance end date of March 2026 with a target payout at the median performance compared to 13 peer companies (including the S&P 500 index). 2022 TSR-PSUs. The performance units granted in February 2022 have a performance end date of February 2025 with a target payout at the median performance compared to 13 peer companies (including the S&P 500 index). 2021 TSR-PSUs. The performance units granted in February 2021 had a performance end date of February 2024 with a target payout at the median performance compared to 13 peer companies (including the S&P 500 index). 2020 TSR-PSUs. The performance units granted in February 2020 had a performance end date of February 2023 with a target payout at the median performance compared to 15 peer companies. Our TSR resulted in a ranking of second, providing a payout of 186 percent of target, as shown below:

  92. 3-YEAR TSR AS OF FEBRUARY 2023

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

  93. 3-YEAR TSR AS OF FEBRUARY 2023

    | Performance Metric | Net Debt(1) | Emissions Performance (EP)(2) | | Performance Period | 3 years | 3 years | | Form of Payout | Stock | Stock | | Performance basis | Net Debt(1) | Scope 1 and Scope 2 Intensity net of offsets on a CO2e/mmcfe basis | | Minimum Payout | 50% | 50% | | Performance Resulting in Minimum Payout | Net Debt of more than $1.5 billion | EP of more than 0.05 | | Target Payout | 100% | 100% | | Performance Resulting in Target Payout | Net Debt of $1.25 billion | EP of 0.025 | | Maximum Payout | 200% | 200% | | Performance Resulting in Maximum Payout | Net Debt of $1.0 billion | EP lower than 0.00 |

  94. 3-YEAR TSR AS OF FEBRUARY 2023

    | (1) Net debt is defined as total long-term debt less cash on hand. | | (2) Emission intensity calculations based on guidelines in effect January 2023. |

  95. 3-YEAR TSR AS OF FEBRUARY 2023

    2022 PSUs-Internal Metrics. The performance units granted in February 2022 have a performance end date of December 31, 2024. 2021 PSUs-Internal Metrics. The performance units granted in February 2021 had a performance end date of December 31, 2023. 2020 PSUs-Internal Metrics. The performance units granted in February 2020 had a performance end date of December 31, 2022. For these awards, the final payout was a combined 78%. Time-Based Restricted Stock. The Committee awards restricted stock for diversification of the long-term incentive award mix, for consistent alignment between executives and stockholders and for retention purposes. Restricted stock awards are made according to the annual grant schedule and generally cliff vest at the end of three years. Prior to vesting, restricted stock recipients have the right to vote and receive dividends on the restricted shares.

  96. 3-YEAR TSR AS OF FEBRUARY 2023

    | • | Determined to increase certain NEO base salaries between 4% and 17%; | | • | Our CEO and CFO Long-Term Incentive grant mix was 40% Time-Based Restricted Stock and 60% Performance-Based Restricted Stock; | | • | Senior Vice Presidents Long-Term Incentive grant mix was 50% Time-Based Restricted Stock and 50% Performance-Based Restricted Stock; | | • | Target Annual Cash Incentive Payouts were set at 120% for our CEO; 100% for our CFO; 75% for our Senior Vice Presidents which reflects no change from the prior year; | | • | Added Free Cash Flow to the Annual Cash Incentive performance targets consistent with our goal to be resilient through commodity price cycles; | | • | The Performance Peer Group for the purposes of evaluating our relative TSR performance will assign a weighting of “two times” to seven companies with the highest percentage of dry gas reserves; and | | • | Long-Term Performance-based Incentive grants for 2024 only included relative and absolute TSR grants. If the absolute return is negative, the payout is capped at 100%. |

  97. 3-YEAR TSR AS OF FEBRUARY 2023

    | | Long-Term Incentive Grant in March 2023(1) | Long-Term Incentive Grant in February 2024 | | Dennis L. Degner(2) | $3,925,016 | $4,750,000 | | Mark S. Scucchi | $2,599,990 | $2,600,000 | | Erin W. McDowell | $999,991 | $1,300,000 | | Alan W. Farquharson | $899,990 | $900,000 | | Dori A. Ginn(3) | $800,010 | $— |

  98. 3-YEAR TSR AS OF FEBRUARY 2023

    The table below illustrates the potential payouts based on relative TSR performance for the TSR-PSUs granted in February 2024. As discussed more fully on page 38, there are seven companies in the Performance Peer Group that will be assigned a weighting of “two times”.

  99. 3-YEAR TSR AS OF FEBRUARY 2023

    | TSR Ranking | % of Target PSUs Earned(1) | | 1st ranked company | 200% | | Top 2-12 ranked company | between 108% and 192% | | 13th and 14th ranked company | 100% | | 15th and 16th ranked company | between 33% and 67% | | 17th- 25th ranked company | 0% |

  100. 3-YEAR TSR AS OF FEBRUARY 2023

    | (1) If absolute TSR is negative over the performance period, the payout is capped at 100%, irrespective of ranking within the peer group. |

  101. 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 of this Proxy Statement entitled “Non-Qualified Deferred Compensation Plan.” 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”). 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. In fourth quarter 2017, we implemented a post-retirement benefit plan to assist in providing health care to officers who are active employees and have met certain age and service requirements up until the time they are eligible for Medicare. See “Other Benefits” below for additional information. Through the end of 2022, when our NEOs receive Time-Based Restricted Stock Awards, we contributed the awards to the deferred compensation plan on our NEOs behalf, and such contributions constituted unvested discretionary contributions. The investment tracking options are described in greater detail in the section of this Proxy Statement entitled “Non-Qualified Deferred Compensation Plan”. 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. However, the Match Award continues to be contributed to the deferred compensation plan.

  102. 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. In the event an executive terminates employment, any severance benefits payable would be determined by the Compensation Committee at its discretion, unless such termination occurred following a change in control, in which case severance may be payable pursuant to the Range Resources Corporation Amended and Restated Executive Change in Control Severance Benefit Plan (the “Management CIC Plan”). The Management CIC Plan was adopted in March 2005 and amended in 2023. Pursuant to the Management CIC Plan, all our corporate officers and certain other employees selected by the Compensation Committee (the “Management Group”) may be entitled to receive certain payments and benefits if there is a “Change in Control” of the Company and a member of the Management Group is terminated other than for “Cause” or resigns for “Good Reason” within the “Protection Period.” The terms Change in Control, Cause, Good Reason, and Protection Period, as used in the Management CIC Plan, are defined in the section of this Proxy Statement entitled “Potential Payments upon Termination and Change in Control.” If a member of the Management Group is terminated without Cause or resigns for Good Reason within the Protection Period, that participant will receive:

  103. Change in Control Arrangements

    | • | a lump sum payment equal to (i) the participant’s “benefit multiple” multiplied by (ii) the sum of (A) the average of the bonuses paid or awarded to the participant for the three prior fiscal years or the individual’s current year target bonus, whichever is higher, plus (B) the participant’s base salary; and |

  104. Change in Control Arrangements

    | • | for a period of years equal to the participant’s “benefit multiple,” continued participation in any medical, dental, life, disability, and any other insurance arrangement for the participant (and, if applicable, the participant’s spouse and eligible children) in which such person(s) were participating immediately prior to (i) the date of the participant’s termination as determined under the Management CIC Plan, or, if greater, (ii) the occurrence of the Change in Control. |

  105. Change in Control Arrangements

    The “benefit multiples” applicable to the NEOs in 2023 were as follows: – Mr. Degner – three; Mr. Scucchi – three; Ms. McDowell – three; Mr. Farquharson – three and Ms. Ginn – three. In addition, any non-vested equity based compensation awards held by each participant vest upon the occurrence of a Change in Control. 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.”

  106. Change in Control Arrangements

    | 5 | COMPENSATION POLICIES AND PRACTICES |

  107. Risk Assessment of Compensation Policies and Practices

    | • | Program elements use both annual and longer-term performance periods; | | • | Use of a transparent, external performance metric, TSR, for a large portion of the long-term incentive program opportunity for the CEO and CFO; | | • | Relative nature of the TSR performance measure, which minimizes the impact that volatile commodity prices have on Range’s TSR award; | | • | Forfeiture and recoupment provisions for awards in the event of violations of Range’s Code of Business Conduct; | | • | Payouts of long-term incentive awards that are 100% in stock rather than cash; and | | • | Meaningful stock ownership guidelines for executives that encourage a long-term perspective. |

  108. 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 and generally applies a three-year cliff vesting to such awards 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 has a practice that it does not compensate employees with additional amounts of pay 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 employee’s compensation actually received from the equity award. The Committee’s philosophy in this regard is the same with the use of Performance Units, including the fact that such awards are intentionally designed such that the payout varies between 0% to 200% of the number of shares initially awarded.

  109. EXECUTIVE COMPENSATION TABLES

    | | Summary Compensation Table |

  110. EXECUTIVE COMPENSATION TABLES

    | Name and Principal Position | Year | Salary | Stock Awards(1) | Non-Equity Incentive Plan Compensation(2) | All Other Compensation(4) | Total | | (a) | (b) | (c) | (e) | (g) | (i) | (j) | | Jeffrey L. Ventura Former President & CEO | 2023 | $455,761 | $- | $- | $137,138 | $592,899 | | | 2022 | $948,007 | $5,799,964 | $1,026,000 | $156,901 | $7,930,872 | | | 2021 | $925,000 | $4,799,996 | $1,665,000 | $152,958 | $7,542,954 | | Dennis L. Degner 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 | | | 2021 | $475,000 | $2,279,984 | $712,500 | $78,738 | $3,546,222 | | Mark S. Scucchi 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 | | | 2021 | $475,000 | $2,299,992 | $712,500 | $76,328 | $3,563,820 | | Erin W. McDowell(3) SVP | | | | | | | | | 2023 | $365,192 | $999,991 | $464,550 | $58,680 | $1,888,413 | | Alan W. Farquharson 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 | | | 2021 | $376,000 | $900,002 | $423,000 | $68,855 | $1,767,857 | | Dori A. Ginn(3) SVP | | | | | | | | | 2023 | $354,231 | $800,010 | $440,100 | $63,490 | $1,657,831 |

  111. EXECUTIVE COMPENSATION TABLES

    | | Pay Versus Performance |

  112. EXECUTIVE COMPENSATION TABLES

    | | 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) | Value of Fixed $100 Investment Based on: | | Stated in millions | | | Year | | | | | | | 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) | | 2023 | $592,899 | $6,181,944 | $7,148,610 | $11,224,955 | $2,423,058 | $3,585,941 | $639 | $237 | $871 | $1,576 | | 2022 | $7,930,872 | $— | $20,623,893 | $— | $2,658,371 | $7,195,488 | $518 | $229 | $1,183 | $1,869 | | 2021 | $7,542,954 | $— | $29,861,807 | $— | $2,853,780 | $10,803,072 | $368 | $159 | $412 | $2,736 | | 2020 | $6,704,788 | $— | $12,846,337 | $— | $2,755,736 | $5,106,097 | $138 | $86 | $(712) | $3,115 |

  113. EXECUTIVE COMPENSATION TABLES

    | (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 38 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) was 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 deleted 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. | | (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, 2023, 2022, 2021 and 2020. | | (7) Net debt is defined as total debt less cash on hand. |

  114. CAP Versus Net Debt

    | | CEO Pay Ratio of 35 to 1 |

  115. Grants of Plan-Based Awards in 2023

    Grants of Plan-Based Awards in 2023 The table below shows the plan-based awards granted by the Compensation Committee to the NEOs in 2023. 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 Awards (PBA).

  116. Grants of Plan-Based Awards in 2023

    | | | Estimated Future Payouts Under Non-Equity Incentive Plan Awards(1) | | | Estimated Future Payouts Under Equity Incentive Plan Awards(2) | | | All Other Stock Awards: # of Shares of Stock or Units | Grant Date Fair Value of Stock and Option Awards(4) | | Name | Grant Date | Threshold ($) | Target ($) | Maximum ($) | Threshold (#) | Target (#) | Maximum (#) | | | | (a) | (b) | (c) | (d) | (e) | (f) | (g) | (h) | (i) | (l) | | Jeffrey L. Ventura, former CEO | | | | | | | | | | | MA | 01/31/23 | | | | | | | | $95,000 | | Dennis L. Degner | | | | | | | | | | | ACI | | $450,000 | $900,000 | $1,800,000 | | | | | | | MA | 03/24/23 | | | | | | | —(3) | $13,000 | | MA | 07/05/23 | | | | | | | —(3) | $18,346 | | MA | 09/22/23 | | | | | | | —(3) | $17,308 | | MA | 12/29/23 | | | | | | | —(3) | $20,192 | | RS | 03/15/23 | | | | | | | 65,199(5) | $1,569,992 | | PBA | 03/15/23 | | | | — | 87,671 | 175,342 | | $2,355,024 | | Mark S. Scucchi | | | | | | | | | | | ACI | | $300,000 | $600,000 | $1,200,000 | | | | | | | MA | 03/24/23 | | | | | | | —(3) | $13,000 | | MA | 07/05/23 | | | | | | | —(3) | $16,154 | | MA | 09/22/23 | | | | | | | —(3) | $13,846 | | MA | 12/29/23 | | | | | | | —(3) | $16,154 | | RS | 03/15/23 | | | | | | | 43,189(5) | $1,039,991 | | PBA | 03/15/23 | | | | — | 58,075 | 116,150 | | $1,559,999 | | Erin. W. McDowell | | | | | | | | | | | ACI | | $142,500 | $285,000 | $570,000 | | | | | | | MA | 03/24/23 | | | | | | | 1,278(3) | $31,273 | | MA | 03/15/23 | | | | | | | 206(3) | $4,960 | | RS | 01/31/23 | | | | | | | 17,186(5) | $429,994 | | RS | 03/15/23 | | | | — | — | — | 23,671(5) | $569,997 | | Alan W. Farquharson | | | | | | | | | | | ACI | | $155,625 | $311,250 | $622,500 | | | | | | | MA | 01/31/23 | | | | | | | 1,559(3) | $39,006 | | MA | 03/15/23 | | | | | | | 71(3) | $1,710 | | RS | 03/15/23 | | | | — | — | — | 37,375(5) | $899,990 |

  117. Grants of Plan-Based Awards in 2023

    | | | Estimated Future Payouts Under Non-Equity Incentive Plan Awards(1) | | | Estimated Future Payouts Under Equity Incentive Plan Awards(2) | | | All Other Stock Awards: # of Shares of Stock or Units | Grant Date Fair Value of Stock and Option Awards(4) | | Name | Grant Date | Threshold ($) | Target ($) | Maximum ($) | Threshold (#) | Target (#) | Maximum (#) | | | | (a) | (b) | (c) | (d) | (e) | (f) | (g) | (h) | (i) | (l) | | Dori A. Ginn | | | | | | | | | | | ACI | | $135,000 | $270,000 | $540,000 | | | | | | | MA | 01/31/23 | | | | | | | 1,319(3) | $33,002 | | MA | 03/15/23 | | | | | | | 89(3) | $2,143 | | RS | 03/15/23 | | | | — | — | — | 33,223(5) | $800,010 |

  118. Grants of Plan-Based Awards in 2023

    | (1) The Threshold, Target and Maximum dollar amounts for the ACI are shown in columns (c), (d) and (e), respectively, for 2023. The actual Annual Incentive Awards paid under our equity plan and applicable to the 2023 performance period were determined by the Compensation Committee in February 2024. These awards are disclosed as “Non-Equity Incentive Plan Compensation” in column (g) of the Summary Compensation Table for 2023 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 2023 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 — Elements of Executive Compensation.” | | (2) Performance Units will be paid on 03/15/26 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 — Elements of Executive Compensation”. | | (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 January and March 2023, the closing price of our common stock was $25.02 and $24.08. 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. Ventura, Mr. Scucchi and Mr. Degner chose cash for their matching awards in 2023. | | (4) The grant date fair value 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 assumes 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 is based on the market value of our common stock on the date of grant and assumes a target payout. | | (5) When RS Awards were granted on January 31, 2023 the closing price of our common stock was $25.02. When RS Awards were granted on March 15, 2023, the closing price of our common stock was $24.08. For a detailed description of RS Awards granted on March 15, 2023 see the section of this Proxy Statement entitled “Compensation Discussion and Analysis – Elements of Executive Compensation.” |

  119. Grants of Plan-Based Awards in 2023

    During 2023, the Compensation Committee granted the following Time-Based Restricted Stock Awards and Performance-Based Restricted Stock Awards to our NEOs:

  120. Grants of Plan-Based Awards in 2023

    | | 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 | 03/15/23 | $24.08 | 65,199 | $1,569,992 | 03/15/23 | $24.08 | $30.37 | 87,671 | $2,355,024 | | Mark S. Scucchi | 03/15/23 | $24.08 | 43,189 | $1,039,991 | 03/15/23 | $24.08 | $30.37 | 58,075 | $1,559,999 | | Erin W. McDowell | 01/31/23 | $25.02 | 17,186 | $429,994 | — | $— | $— | — | $— | | | 03/15/23 | $24.08 | 23,671 | $569,997 | — | $— | $— | — | $— | | Alan W. Farquharson | 03/15/23 | $24.08 | 37,375 | $899,990 | — | $— | $— | — | $— | | Dori A. Ginn | 03/15/23 | $24.08 | 33,223 | $800,010 | — | $— | $— | — | $— |

  121. Outstanding Equity Awards at 2023 Fiscal Year-End

    Outstanding Equity Awards at 2023 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, 2023 on an individual award basis. The market values of “Stock Awards” in column (h) and (j) were determined using the closing price of $30.44 of our common stock on December 31, 2023. 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, 2023.

  122. Outstanding Equity Awards at 2023 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) | | Jeffrey L. Ventura, former CEO | | | 269,639 | $8,207,811 | | | | | 147,743 | 4,497,297 | | TOTAL | | | 417,382 | $12,705,108 | | Dennis L. Degner | 98,276(A)(4) | $2,991,521 | 128,078 | $3,898,694 | | | 45,142(A)(5) | 1,374,122 | 58,587 | 1,783,388 | | | 65,199(A)(6) | 1,984,658 | 87,672 | 2,668,736 | | TOTAL | 208,617 | $6,350,301 | 274,337 | $8,350,818 | | Mark S. Scucchi | 99,138(A)(4) | $3,017,761 | 129,201 | $3,932,878 | | | 45,142(A)(5) | 1,374,122 | 58,587 | 1,783,388 | | | 43,189(A)(6) | 1,314,673 | 58,075 | 1,767,803 | | TOTAL | 187,469 | $5,706,556 | 245,863 | $7,484,069 | | | 33,675(A)(4) | $1,025,067 | — | $— | | | 19,136(A)(5) | 582,500 | — | — | | Erin W. McDowell | 17,186(A)(6) | 523,142 | — | — | | | 23,671(A)(6) | 720,545 | — | — | | | 1,484(M)(6) | 45,173 | — | — | | TOTAL | 95,152 | $2,896,427 | — | $— | | Alan W. Farquharson | 37,375(A)(3) | $1,137,695 | — | $— | | | 1,630(M) | 49,617 | — | — | | TOTAL | 39,005 | $1,187,312 | — | $— | | Dori A. Ginn | 33,223(A)(3) | $1,011,308 | — | $— | | | 1,408(M) | 49,617 | — | — |

  123. Outstanding Equity Awards at 2023 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) | | TOTAL | 34,631 | $1,054,168 | — | $— |

  124. Outstanding Equity Awards at 2023 Fiscal Year-End

    | (1) Annual Stock Awards (designated as “A” in the table), vesting is generally at the end of three years. We made one grant of Annual Stock to each Named Executive Officer in 2021, 2022 and 2023. Due to his announced retirement, Mr. Ventura did not receive a grant in 2023. 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 (designed as “M” in the table) vests March 15, 2026 based on their retirement eligible status. Mr. Ventura retired in June 2023. Mr. Farquharson and Ms. Ginn are retirement eligible and have a one year vesting requirement. | | (2) Performance-based restricted stock that will be issued subject to the achievement of certain levels of total shareholder return or internal performance metrics. The amounts shown assume a target payout and are listed in chronological order as granted in 2021, 2022 and 2023. 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. Mr. Ventura, our former CEO, did not receive a grant in 2023 due to his announced retirement. His 2021 and 2022 grants are shown here because the performance condition has not been satisfied. | | (3) Annual Stock Award vested on March 15, 2024 based on their retirement eligible status. | | (4) Vested on February 2, 2024. | | (5) 100% of Annual Stock Awards vests on February 1, 2025. | | (6) 100% of Annual Stock Awards vests on March 15, 2026. |

  125. Outstanding Equity Awards at 2023 Fiscal Year-End

    As of December 31, 2023, the Time-Based Restricted Stock granted to certain of our NEOs in 2023 has a one year vesting requirement because the NEO 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.

  126. Option Exercises and Stock Vested in 2023

    Option Exercises and Stock Vested in 2023 The following table reflects information about the value realized by the NEOs on option award exercises and restricted stock vesting during 2023.

  127. Option Exercises and Stock Vested in 2023

    | | 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) | | Jeffrey L. Ventura, former CEO | — | $— | 897,268 | $23,875,285 | | Dennis L. Degner | — | $— | 631,390 | $16,654,509 | | Mark S. Scucchi | — | $— | 568,251 | $14,989,057 | | Erin W. McDowell | — | $— | 33,838 | $827,446 | | Alan W. Farquharson | — | $— | 46,069 | $1,120,859 | | Dori A. Ginn | — | $— | 35,961 | $874,931 |

  128. Option Exercises and Stock Vested in 2023

    | (1) There were no option awards exercised in 2023. | | (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 2020 and Performance-Based Restricted Stock granted during 2020. Mr. Ventura’s, Mr. Farquharson’s, and Ms. Ginn’s vesting amounts represent Time-Based Restricted Stock awards granted during 2022, Matching Awards for 2022, if any and Performance-Based Restricted Stock granted in 2020. 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 2023 by the closing price of our common stock on the applicable vesting date. Mr. Ventura’s remaining Performance-Based grants are not included here because the outcome of the performance criteria is not known yet. |

  129. 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 Time-Based Restricted Stock and Matching Awards are automatically 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 are no longer being contributed to the 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, 2023, all of our NEOs except Mr. Degner, Mr. Scucchi and Ms. McDowell have 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 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.

  130. NON-QUALIFIED DEFERRED COMPENSATION

    NON-QUALIFIED DEFERRED COMPENSATION

  131. 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) | | Jeffrey L. Ventura, former CEO | $— | $313,372(3) | $— | $— | | | 95,000(5) | 3,657,884(4) | (19,256,143) | — | | TOTAL | $95,000 | $3,971,256 | $(19,256,143) | $12,207,307 | | Dennis L. Degner | $— | $178,888(3) | $— | $— | | | 68,846(5) | 2,059,495(4) | (5,523,415) | — | | TOTAL | $68,846 | $2,238,383 | $(5,523,415) | $9,619,727 | | Mark S. Scucchi | $— | $115,054(3) | $— | $— | | | 59,154(5) | 1,390,499(4) | (7,586,023) | — | | TOTAL | $59,154 | $1,505,553 | $(7,586,023) | $4,809,411 | | Erin W. McDowell | $— | $41,909(3) | $— | $— | | | 36,233(5) | 481,795(4) | (2,216,365) | — | | TOTAL | $36,233 | $523,704 | $(2,216,365) | $1,852,650 |

  132. 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) | | Alan W. Farquharson | $— | $108,849(3) | $— | $— | | | 40,716(5) | 1,556,093(4) | (8,728,152) | — | | TOTAL | $40,716 | $1,664,942 | $(8,728,152) | $5,040,165 | | Dori A. Ginn | $— | $78,365(3) | $— | $— | | | 35,145(5) | 1,477,856(4) | (5,921,480) | — | | TOTAL | $35,145 | $1,556,221 | $(5,921,480) | $3,853,202 |

  133. NON-QUALIFIED DEFERRED COMPENSATION

    | (1) Column (c) reflects the value of contributed by us as Matching Awards. Matching Awards can be in cash or common stock. | | (2) 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 is segregated in the table for reference purposes. | | (3) 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, 2023, the following numbers of shares of our common stock were held in our NEOs’ deferred compensation plan accounts – 299,154 shares by Mr. Degner; 144,280 shares by Mr. Scucchi; 56,676 shares by Ms. McDowell; 159,525 shares by Mr. Farquharson; and 60,806 shares by Ms. Ginn. | | (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 2023, 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 2023, certain of our NEOs qualified for our post-retirement health care benefit and therefore, have a one year vesting requirement. |

  134. NON-QUALIFIED DEFERRED COMPENSATION

    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 Ms. Ginn in 2003. 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, 2023, as reported by the administrator of the plan.

  135. NON-QUALIFIED DEFERRED COMPENSATION

    | | Rate of Return | | | | 401(k) Plan | Deferred Compensation Plan | | BlackRock Global Allocation Fund, Inc. – Institutional Class | 12.80% | — | | BNY Mellon Natural Resources | 1.91% | — | | Deutsche Real Estate Securities Fund R6 | 12.44% | — | | Goldman Sachs Emerging Market Equity Insights Fund | 12.98% | — | | J Hancock Disciplined Value Mid Cap I Fund | 16.77% | — | | Janus Henderson Enterprise Fund Class N | 18.10% | — | | Janus Enterprise Fund Class T | — | 17.81% | | MFS Growth Fund Class R6 | 36.25% | — | | MFS International Diversification Fund Class R6 | 14.44% | — | | PIMCO International Bond Fund | 9.49% | — | | PIMCO Income Fund Institutional Class | 9.32% | 9.32% | | PIMCO Real Return Fund – Institutional Class | 3.74% | 3.74% | | PGIM Total Return - Bond Fund Class R6 | 7.32% | — | | T. Rowe Price International Discovery Fund | 13.32% | 13.32% | | T. Rowe Price Retirement Balance Investor | 11.54% | — | | T. Rowe Price Retirement 2020 Trust Income E | 13.70% | — | | T. Rowe Price Retirement 2005 Fund | 12.01% | — | | T. Rowe Price Retirement 2010 Fund | 12.60% | — | | T. Rowe Price Retirement 2015 Fund | 13.20% | — | | T. Rowe Price Retirement 2020 Fund | 13.70% | — | | T. Rowe Price Retirement 2025 Fund | 14.81% | — | | T. Rowe Price Retirement Trust Income E | 14.81% | — | | T. Rowe Price Retirement 2030 Fund | 16.64% | — | | T. Rowe Price Retirement 2035 Fund | 18.51% | — | | T. Rowe Price Retirement 2040 Fund | 20.00% | — | | T. Rowe Price Retirement 2045 Fund | 20.92% | — | | T. Rowe Price Retirement 2050 Fund | 21.20% | — | | T. Rowe Price Retirement 2055 Fund | 21.31% | — | | T. Rowe Price Retirement 2060 Fund | 21.25% | — | | T. Rowe Price Retirement 2065 Fund | 21.29% | — | | T. Rowe Price Stable Value Fund | 2.55% | — | | Undiscovered Managers Behavioral Value Fund Class R6 | 14.57% | — | | Vanguard Equity Income Investor Shares | 7.76% | 7.76% | | Vanguard Institutional Index | 26.24% | — | | Vanguard Mid-Cap Index Admiral | 15.98% | 15.98% | | Vanguard REIT Index Admiral | 11.81% | — | | Vanguard Small Cap Index Admiral | 18.20% | 18.20% | | Vanguard Total International Stock Index Admiral | 15.48% | 15.48% | | Vanguard Total Bond Index Admiral | 5.70% | — | | Vanguard Treasury Money Market | 5.05% | — | | BlackRock Liquidity Fed Fund | — | 5.01% | | BlackRock Global Allocation Fund Investor A | — | 12.62% |

  136. NON-QUALIFIED DEFERRED COMPENSATION

    | | Rate of Return | | | | 401(k) Plan | Deferred Compensation Plan | | Calamos Growth & Income Fund – Class A | — | 20.64% | | Cohen & Steers Real Estate Securities Fund | — | 13.23% | | Diamond Hill Large Cap Fund | — | 13.78% | | First Eagle Gold A | — | 7.26% | | Goldman Sachs Emerging Markets Equity Insights International | — | 12.96% | | Guggenheim Total Return Bond Fund | — | 7.43% | | J. Hancock Disciplined Value Mid Cap A Fund | — | 16.77% | | Nuveen Small Corp Value Fund Class R6 | — | 12.02% | | Invesco Oppenheimer Global Fund Class R6 | — | 34.48% | | PIMCO International Bond Fund Class Small | — | 9.49% | | Schwab International Core Energy Equity Fund | — | 19.95% | | T. Rowe Price Institutional Large-Cap Growth | — | 46.21% | | T. Rowe Price Integrated U.S. Small-Cap Growth Equity Fund –I Class | 21.35% | 21.35% | | Vanguard 500 Index FD Admiral | — | 26.24% |

  137. NON-QUALIFIED DEFERRED COMPENSATION

    Potential Payments upon Termination and Change in Control There are no employment agreements currently in effect between us and any of our NEOs. Our NEOs are not covered under any general severance plan. In the event any NEO terminates employment, any severance benefits payable would be determined by the Compensation Committee in its discretion, unless termination occurred following a Change in Control, in which case severance may be payable pursuant to our Management CIC Plan. Under the Management CIC Plan members of our Management Group, including our NEOs, may be entitled to receive certain payments and benefits 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 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; the termination of employment and the Change in Control event must occur together prior to amounts becoming due under the Management CIC Plan. Specifically under our Management 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 (as defined below) plus (B) the participant’s 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 (but not beyond the end of the second calendar year following the year in which the Involuntary Termination occurred), 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, or, if greater, the occurrence of the Change in Control (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 Management 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. Our Management CIC Plan also provides that, upon a Change in Control, all non-vested long-term equity incentive awards held by members of our Management Group, including our NEOs, will vest. In addition, any long-term equity-incentive awards that vest and that provide for exercise by the participant will remain exercisable following an Involuntary Termination or any termination due to death or Disability on or after a Change in Control for the lesser of (i) the remaining term of the award or (ii) one year following the latest to occur of (A) the participant’s termination of employment, (B) in the event of a termination of employment in anticipation of a Change in Control, the actual occurrence of or consummation of such Change in Control, or (C) in the event of a Change in Control as a result of approval by the stockholders of our Company of a reorganization, merger, consolidation or other disposition of all or substantially all of our assets or an acquisition of the assets or stock of another corporation, the consummation of such transaction. Following a termination of employment that is not an Involuntary Termination or a termination due to death or disability, other than a termination for Cause, any long-term equity-incentive award that vests and that provides for exercise by the participant will be exercisable for the lesser of (i) the remaining term of the award or (ii) 30 days following such termination of employment. Upon a termination of employment for Cause, any long-term equity-incentive awards will terminate and no longer be exercisable at the time of a final determination that Cause exists. In connection with the delivery of the Cash Payments under our Management 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 Management 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 Management CIC Plan. The Management CIC Plan also provides for the payment of a tax-gross up to members of our Management Group, including our NEOs, in the event that Change in Control Payments would result in excess parachute payments under Section 280G of the Code. This tax gross-up has been eliminated for employees who become an officer of the Company after November 2014. All of our NEOs were officers of the Company in 2014, except Ms. McDowell who became an officer in 2019. Beginning in 2022, the Compensation Committee made a decision to have a “best net” policy for employees who become an officer after November 2014 in the event of a Change in Control. Under a “best net” policy, in the event that benefit is provided, when aggregated with any other payments or benefits received by the covered executive, 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. For purposes of our Management CIC Plan, the following terms have been assigned the meanings set forth below:

  138. NON-QUALIFIED DEFERRED COMPENSATION

    | i | “Change in Control” means (A) a person or group of persons becomes the beneficial owner of 35% or more of the then outstanding shares of our common stock or the combined voting power of the outstanding securities of our Company that are eligible to vote in the election of our Board of Directors, (B) a majority of the members of our Board of Directors is replaced by directors who were not endorsed by a majority of the board members prior to their appointment, (C) the consummation of a reorganization, merger, consolidation, or other disposition of all or substantially all of our assets or an acquisition of the assets of another corporation, unless, immediately following the consummation of such transaction, (1) the Company’s stockholders immediately prior to such transaction own more than 50% of the company resulting from such transaction and exercise more than 50% of the resulting company’s combined voting power in substantially the same proportions as their ownership of the stock of the Company and the Company’s voting securities immediately prior to such a reorganization, merger, consolidation, or other disposition, (2) no person (other than certain entities related to the Company) or group of persons becomes the beneficial owner of 35% or more of either the outstanding shares of common stock of the Company resulting from such a transaction or the resulting Company’s combined voting power and (3) the individuals who were directors of the Company constitute at least a majority of the resulting company’s board of directors, or (D) a liquidation or dissolution of the Company. In the event a member of our Management Group is terminated without Cause or for Good Reason in anticipation of a Change in Control and a Change in Control actually occurs, a Change in Control shall be deemed to have occurred on the date immediately prior to such person’s termination; | | ii | “Cause” means (A) an act of dishonesty that constitutes a felony, or (B) an act that results or that is intended to result in gain to or personal enrichment of the member of our Management Group at our expense; | | iii | “Good Reason” means, without a person’s consent, (A) material diminution of the duties, authority or responsibilities of the person, (B) material reduction of such person’s Base Salary or Bonus (defined to mean a reduction of at least 10%); or, (C) a change in such person’s principal place of employment, without consent, to a location more than 30 miles from the principal place of employment prior to the Change in Control; | | iv | “Protection Period” means, generally, the period beginning on the date of the occurrence of a Change in Control and ending on the last day of the twenty-fourth full calendar month following the calendar month in which the Change in Control occurred; | | v | “Base Salary” means the annual gross rate of pay, including vacation and holiday pay, sick leave compensation, and any amounts reduced and contributed to an employee benefit plan of our Company in effect immediately prior to the member’s termination date or the occurrence of the Change in Control, but does not include any bonus, incentive pay, overtime, auto or travel allowance, or any other benefits or special allowances. | | vi | “Bonus” means the higher of (1) the average annual bonus awards paid to the member of our Management Group for the three prior fiscal years immediately prior to (A) the member’s termination date or, if greater (B) the occurrence of the Change in Control; or (2) the average bonus for the three fiscal years prior to the most recently ended fiscal year if annual bonuses for the most recently ended fiscal year have not been paid or awarded. | | vii | “Disability” means a member of our Management Group (A) is unable to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment that can be expected to result in death or can be expected to last for a continuous period of 12 months; or, (B) is, by reason of such a physical or mental impairment, receiving income replacement benefits for a period of not less than three months under an accident and health plan covering our employees. | | viii | Benefit Multiple. The Compensation Committee determined the “benefit multiple” applicable to the NEOs based on the payment multiples for comparable positions with the companies in the Peer Group. The three times multiple selected for our CEO is the dominant multiple used by members of the Peer Group for comparable positions. Similarly, the “benefit multiples” for our other corporate officers were set at two times. In early 2020, the benefit multiples for senior vice presidents were set at three times. | | ix | Tax Reimbursement. The Management CIC Plan included a tax gross up provision which provides for the payment to participants if amounts payable under the Management CIC Plan or payable pursuant to other arrangements between the participant and the Company (the “Change in Control Payments”) would result in excess parachute payments under Section 280G of the Code and entitles the participant to receive an amount equal to (i) any excise tax that would be imposed under Section 4999 of the Code (the “4999 Excise Tax”) with respect to the Change in Control Payments, (ii) federal, state, and local taxes applicable to payment of the 4999 Excise Tax and (iii) any additional 4999 Excise Tax amounts that are assessed by reason of payment of the tax payments. The Committee recognized that tax gross ups are disfavored and the Committee re-evaluated whether to limit or eliminate the gross up provision. After consulting with our compensation consultants regarding the effect of the change to add performance-based shares as a substantial part of the equity awards to executives and the fact that the use of performance-based shares creates a potential for the senior executives to incur significant 4999 Excise Tax where prior to the use of performance–based shares there would have been no 4999 Excise Tax liability, the Committee determined to eliminate the rights under the gross up provision for any employee who becomes an officer after November 2014. See also discussion above for the change to “best net” policy. |

  139. NON-QUALIFIED DEFERRED COMPENSATION

    The following table reflects the estimated payments due to each of our NEOs as of December 31, 2023, assuming, as applicable, that a Change in Control occurred and each of our NEOs were terminated without Cause effective December 31, 2023. For these purposes, our common stock price was assumed to be $30.44 which was the closing price of our common stock on December 31, 2023. 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. The amount of the 4999 Excise Tax gross-up, if any, will change based upon when the NEO’s employment with our Company is actually terminated because the amount of compensation subject to Section 280G of the Code will change. 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.

  140. NON-QUALIFIED DEFERRED COMPENSATION

    | | Potential Change in Control Payments | | | | | | | | Benefit Multiple | Cash Payments(1) | Value of Accelerated Awards(2) | Value of Benefits(3) | Potential Excise Tax Gross Up(4) | Total | | Jeffrey L. Ventura, former CEO | 3X | $— | $— | $— | $N/A | $— | | Dennis L. Degner | 3X | $4,950,000 | $16,271,937 | $88,332 | $5,427,188 | $26,737,457 | | Mark S. Scucchi | 3X | $3,675,000 | $14,751,336 | $80,786 | $3,960,385 | $22,467,507 | | Erin W. McDowell | 3X | $1,995,000 | $2,506,601 | $67,475 | $N/A | $4,569,076 | | Alan W. Farquharson | 3X | $2,354,250 | $910,007 | $63,560 | $N/A | $3,327,818 | | Dori A. Ginn | 3X | $2,011,500 | $807,659 | $60,528 | $N/A | $2,879,687 |

  141. NON-QUALIFIED DEFERRED COMPENSATION

    | (1) Represents cash payments equal to Base Salary and Bonus, determined as of December 31, 2023, multiplied by the applicable Benefit Multiple. Such calculation averages the higher of (1) the prior three bonuses paid as of December 31, 2023 which would be for the years 2020, 2021 and 2022 or (2) the target bonus as of December 31, 2023. | | (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, 2023, at the 2023 year end price of the common stock of $30.44. Performance shares based on TSR assumes payout of 140% of target for shares granted in 2021, and 100% of target for shares granted in 2022 and 100% of target for shares granted in 2023. Performance shares based on an internal metrics are assumed to pay out at 126% for shares granted in 2021, 100% 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 ($119,000) and Mr. Scucchi ($109,000) and Ms. McDowell ($28,000). Mr. Farquharson and Ms. Ginn are 65 years of age and therefore their equity grants are assumed fully vested. | | (3) Represents the value of the continuation of medical, dental, life, disability, and other insurance benefits for a period of one year multiplied by the applicable Benefit Multiple assuming a 5% increase per year terminating at the end of the second calendar year following the year of termination. | | (4) Represents the amount of 4999 Excise Tax gross-up payment necessary to the extent certain of our NEO’s receiving the total Change in Control payments triggers the golden parachute excise tax provisions. See additional discussion on page 66 regarding our “best net” policy. |

  142. NON-QUALIFIED DEFERRED COMPENSATION

    Our employees who are not covered by our Management 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 of employment by us for other than 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”) equal to one-half of the sum of his or her Base Salary and three year average of Bonus. The same definitions used in our Management CIC Plan are used in our Employee CIC Plan. Our deferred compensation plan does provide for tax gross-up payments in certain limited circumstances. Specifically, a tax gross-up may be payable if all or a portion of a participant’s deferred compensation plan account is paid prior to the date the participant otherwise elected to receive such payment (without the consent of the participant or his or her beneficiary) as a result of (i) the participant’s termination of employment within 24 months of a Change in Control, (ii) the amendment of our deferred compensation plan in connection with a Change in Control, or (iii) the termination of our deferred compensation plan in connection with a Change in Control. The participant will be entitled to a gross-up with respect to any portion of such payments that are subject to Section 409A of the Code. The balance of the accounts of our NEOs under the Deferred Compensation Plan as of December 31, 2023 is set forth in column (f) of the Non-Qualified Deferred Compensation Table. Other Post-Employment Payments Upon the death, disability (which definition is the same as the definition under the Management CIC Plan) or retirement of a 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 an employee’s salary and bonus up to a maximum of $180,000 per year until his or her 65th birthday. 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, 2023 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, 2023 based on the value of the Company’s common stock on that date of $30.44. Retirement is defined as age of 55 plus 10 years of service or age of 65 plus 5 years of service.

  143. NON-QUALIFIED DEFERRED COMPENSATION

    | | Death/Disability | Normal Retirement(2) | Involuntary Termination | | Jeffrey L. Ventura, former CEO | | | | | Time-Based Restricted Stock | $— | $9,083,187 | $— | | Performance-Based Restricted Stock | | 14,244,123 | — | | Disability Payments(1) | — | — | — | | Cash Deferred Compensation Match | — | 282,307 | — | | Health and Welfare Benefits | — | — | — | | TOTAL | $— | $23,609,616 | $— | | Dennis L. Degner | | | | | Time-Based Restricted Stock | $6,434,790 | $— | $— | | Performance-Based Restricted Stock | 9,046,020 | — | 9,718,492 | | Disability Payments(1) | 19,547,350 | — | — | | Cash Deferred Compensation Match | 118,654 | — | — | | TOTAL | $35,146,814 | $— | $9,718,492 | | Mark S. Scucchi | | | | | Time-Based Restricted Stock | $5,786,186 | $— | $— | | Performance-Based Restricted Stock | 8,177,838 | — | 8,856,198 | | Disability Payments(1) | 26,687,400 | — | — | | Cash Deferred Compensation Match | 108,962 | — | — | | TOTAL | $40,760,376 | $— | $8,856,198 | | Erin W. McDowell | | | | | Time-Based Restricted Stock | $2,478,292 | $— | $— | | Performance-Based Restricted Stock | — | — | — | | Disability Payments(1) | 14,577,645 | — | — | | Health and Welfare Benefits | 28,309 | — | — | | TOTAL | $17,084,246 | $— | $— | | Alan W. Farquharson | | | | | Time-Based Restricted Stock | $910,007 | $4,847,624 | $299,168 | | Performance-Based Restricted Stock | — | — | — | | Disability Payments(1) | — | — | — | | Health and Welfare Benefits | — | — | — | | TOTAL | $910,007 | $4,847,624 | $299,168 |

  144. NON-QUALIFIED DEFERRED COMPENSATION

    | | Death/Disability | Normal Retirement(2) | Involuntary Termination | | Dori A. Ginn | | | | | Time-Based Restricted Stock | $807,659 | $3,648,206 | $265,620 | | Performance-Based Restricted Stock | — | — | — | | Disability Payments(1) | — | — | — | | Health and Welfare Benefits | — | — | — | | TOTAL | $807,659 | $3,648,206 | $265,620 |

  145. NON-QUALIFIED DEFERRED COMPENSATION

    | (1) Represents payments through supplemental disability policies in the event of disability. Not payable in the event of death. As of December 31, 2023, Mr. Farquharson and Ms. Ginn are at least 65 years old. | | (2) Mr. Degner, Mr. Scucchi and Ms. McDowell are not retirement eligible. For Mr. Ventura, the amounts shown reflect compensation payable to him in connection with his retirement in June 2023. |

  146. NON-QUALIFIED DEFERRED COMPENSATION

    Equity Compensation Plan Information The following table reflects information regarding equity compensation awards outstanding and available for future grants as of December 31, 2023 and March 21, 2024, segregated between equity compensation plans approved by our stockholders and equity compensation plans not approved by our stockholders(1):

  147. NON-QUALIFIED DEFERRED COMPENSATION

    | Plan Category | Date | Number of securities to be issued upon exercise of outstanding options, warrants and rights (a) | Weighted average exercise price of outstanding options, warrants and rights (b) | Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a))(c) | | Equity compensation plans | 12/31/23 | 4,351,102(2) | $18.51 | 7,759,110(4) | | approved by security holders | 3/21/24 | 3,727,590(3) | $25.67 | 6,046,101(4) | | Equity compensation plans not | 12/31/23 | N/A | N/A | N/A | | approved by security holders(5) | 3/21/24 | N/A | N/A | N/A |

  148. NON-QUALIFIED DEFERRED COMPENSATION

    | (1) Includes shares reserved to be issued pursuant to restricted stock and performance-based stock awards. Shares for performance-based stock awards are included assuming target payout, but may be paid out at more or lesser amounts, or not at all, according to achievement of performance goals. | | (2) Includes approximately 3.4 million shares related to restricted stock and 938,000 shares representing the target number of performance units that may be earned, assuming the target payout level is achieved. | | (3) Includes approximately 3.1 million shares related to restricted stock and 665,000 shares representing the target number of performance units that may be earned, assuming the target payout level is achieved. | | (4) Reflects shares available for issuance under both of our equity based compensation plans for awards of restricted stock or performance based units. | | (5) There are no equity compensation plans, as defined by the NYSE, which have not been approved by our stockholders. |