Nomination and follow the instructions below to cast your vote on all of the voting matters. Voting Matters and Board Recommendations
| Board Vote | Page Reference | | Recommendation | for more detail | | Election of Directors Nominated by the Board | FOR each Director Nominee | 16 | Advisory Vote to Approve Executive Compensation | FOR | 33 | Re-approval of the material terms of the Company’s 2005 Amended and Restated Equity Plan | FOR | 63 | Ratification of Independent Auditors | FOR | 64 | Vote on a Stockholder Proposal, if presented | AGAINST | 6714 |
Advance Voting Methods
Even if you plan to attend the 2016 Annual Meeting of Stockholders in person, please vote right away using one of the following advance voting methods (see page 10 for additional details).Make sure to have your proxy card or voting instruction forms in hand and follow the instructions.
You can vote in advance in one of three ways:
 Required Vote and Recommendation | Visit the website listed on your proxy card/voting instruction form to voteVIA THE INTERNET |  | Call the telephone number on your proxy card/voting instruction form to voteBY TELEPHONE |  | Sign, date and return your proxy card/voting instruction form in the enclosed envelope to voteBY MAIL14 |
Voting at our 2016 Annual Meeting of Stockholders
All stockholders of record may vote in person at the 2016 Annual Meeting of Stockholders, which will be held on Wednesday, May 18, 2016 at 9:00 a.m., local time, at the Worthington Renaissance Hotel, Bur Oak Room, 200 Main Street, Fort Worth, Texas. If you require directions to attend the meeting in person, please contact our Investor Relations team at (817) 869-4258. Beneficial owners may vote in person at the meeting but ONLY IF THEY HAVE A LEGAL PROXY, as described in the response to question 2 on page 11 of “Proxy materials and voting information.”
Quorum and Adjournments
The presence, in person or by proxy, of stockholders holding a majority of the votes to be cast is necessary to constitute a quorum at the meeting. If a quorum is not present at the meeting, the holders of a majority of the common stock entitled to vote who are present or represented by proxy at the meeting have the power to adjourn the meeting without notice, other than an announcement at the meeting of the time and place of the adjourned meeting, until a quorum is present. In addition, the chairman of the meeting has the power to adjourn the meeting for any reason without notice, other than an announcement at the meeting of the time and place of the adjourned meeting, provided that the adjournment is not for more than 30 days and a new record date is not set. At any such adjourned meeting at which a quorum is present, any business may be transacted that could have been transacted at the original meeting.
RANGE RESOURCES CORPORATION - -20162021 Proxy Statement 3vii
Back to Contents RANGE RESOURCES CORPORATION -2021 Proxy Statement viii
Back to Contents PROXY SUMMARY This summary highlights information contained elsewhere in this proxy statement. This summary does not contain all of the information that you should consider and you should read the entire proxy statement carefully before voting. For more complete information regarding our 20152020 performance, please review our Annual Report on Form 10-K for the fiscal year ended December 31, 2015. Page references are supplied to help you find further information in this proxy statement.2020. It is important that you vote. Please carefully review the proxy materials for the 2021 Annual Meeting and follow the instructions below to cast your vote on all of Stockholdersthe voting matters. We encourage you to vote right away using one of the following advance voting methods (see page 71 for additional details), so your vote will be counted if you later decide to not attend the meeting telephonically. Makesuretohaveyourproxycardorvotinginstructionformsinhandandfollowtheinstructions. Youcanvoteinadvanceinoneoffourways: • | Time and Date: 9:00 a.m., Central; May 18, 2016. |  | Visit the website listed on your proxy card/voting instruction form to vote VIATHEINTERNET | • | Call the telephone number on your proxy card/voting instruction form to vote Place:BY Worthington Renaissance Hotel, Bur Oak Room, 200 Main Street, Fort Worth, Texas 76102. TELEPHONE |  | Sign, date and return your proxy card/voting instruction form in the enclosed envelope to vote BYMAIL | • | Record Date: March 24, 2016. | | | • | Voting: Stockholders as ofScan the record date are entitledQR code on your proxy card to vote. vote by MOBILEDEVICE |
Meeting Agenda
• | Election of nine directors; | | | • | Non-binding advisory vote to approve our executive compensation; | | | • | Vote on re-approval of material terms of the Company’s 2005 Amended and Restated Equity Plan for the purpose of complying with Section 162(m) of the Internal Revenue Code; | | | • | Ratification of the selection of Ernst & Young LLP as independent auditors for 2016; | | | • | If presented, vote on one stockholder proposal; and | | | • | Transact any other business that may properly come before the meeting. |
Corporate Governance Highlights
• | Lead independent director; | | | • | Independent board committees – Audit, Compensation and Nomination and Governance; | | | • | Committee Charters; | | | • | Independent Directors meet regularly without management; | | | • | Regular board and committee self-evaluation process; | | | • | Strong code of ethics; | | | • | Annual election of all directors; | | | • | Board Meetings in 2015: 10; | | | • | Standing Board Committees (Meetings in 2015) Audit (5); Compensation (6); Governance and Nominating (6) | | | • | 89% of Director Nominees are independent; and | | | • | Implemented proxy access for a single stockholder or a group of up to 20, who have held 3% of our stock for 3 years. |
RANGE RESOURCES CORPORATION - -20162021 Proxy Statement 41
Back to Contents The annual meeting will begin promptly at 8:00 a.m. Central Time on May 12, 2021. You will be instructed on how to vote your shares at the Meeting at the beginning of the call. The Board is committed to strong corporate governance policies and practice and continually evolving best practices in governance and seeks input on governance matters from Range’s stockholders. Range’s corporate governance highlights, which are discussed in more detail beginning on page 21, include: ✓ Independent board committees – Audit, Compensation, Governance and Nominating and Dividend; ✓ Independent Directors meet regularly without management; ✓ Regular board and committee self-evaluation process; ✓ Annual election of all directors; ✓ Majority Vote Standard – No super majority voting requirement; ✓ Stockholders have the right to call special meetings; ✓ Stockholders may take action by written consent; ✓ Stockholders have the right to proxy access; ✓ Number of Board Meetings in 2020: 8; ✓ 1/3 of independent directors are women; ✓ 86% of Director Nominees are independent; and ✓ There is at least one opportunity, on an annual basis, for at least five of the then-ten-largest stockholders to meet with two or more independent directors. Management and, in many cases, multiple independent directors conduct regular outreach to gather feedback on our business strategy, corporate governance, executive compensation and sustainability oversight. We maintain a process for stockholders and interested parties to communicate with the Board. Stockholders and interested parties may write or call our Board as provided below:  WRITE |  CALL |  EMAIL |  ATTEND | Corporate Secretary
Range Resources Corporation
100 Throckmorton Street,
Suite 1200
Fort Worth, TX 76102 | Investor Relations
817-869-4267 | ir@rangeresources.com | Range Annual Meeting |
We are committed to a robust stockholder engagement program. The Board Nominees (pages 16-20) | | | | | | | | | Committee Membership | | Name | | Age | | Director Since | | Qualification | | Audit | | Compensation | | Governance
and
Nominating | | Dividend | | Brenda A. Cline | | | | | | •Leadership | |  | | — | | — | | — | | Independent | | 55 | | 2015 | | •Finance/Accounting | | | | | | | | | | | | •Leadership | |  | | | | | | | | Anthony V. Dub | | | | | | •Finance | | |  | | — | | — | | Independent | | 66 | | 1995 | | •Technology | | | | | | | | | | Allen Finkelson | | | | | | •Leadership | | — | | | |  | | — | | Independent | | 69 | | 1994 | | •Legal/Governance | | | | | | | | | | | | •Leadership | | | | | | | | | | James M. Funk | | | | | | •Geoscience | | | | — | | — | | | Lead Independent Director | | 66 | | 2008 | | •Industry | | | | | | | | | | | | | | | | •Leadership | | | | | | | | | | | | | | | | •Industry | | | | | | | | | | | | | | | | •Marketing | | — | | — | | | | — | | Christopher A. Helms | | | | | | •Finance | | | | | | | | | | Independent | | 62 | | 2014 | | •Legal/Governance | | | | | | | | | | Mary Ralph Lowe | | | | | | •Leadership | | — | | — | | | | — | | Independent | | 69 | | 2013 | | •Industry | | | | | | | | | | | | •Leadership | | | | | | | | | | | | | | | | •Technology | | | | — | | — | | — | | Gregory G. Maxwell | | | | | | •Finance/Accounting | | | | | | Independent | | 59 | | 2015 | | •Industry | | | | | | | | | | | | | | | | •Leadership | | | | | | | | | | Kevin S. McCarthy | | | | | | •Finance | | — | | | — | | — | | Independent | | 56 | | 2005 | | •Industry | | | | | | | | | | | | | | | | •Leadership | | | | | | | | | | | | | | | | •Current CEO | | — | | — | | — | | — | | Jeffrey L. Ventura | | 58 | | 2005 | | •Engineering | | | | | | | | |
= Chair
Business Highlights
In additionvalues our stockholders’ perspectives and feedback. These meetings are designed to better understand how our focus on operating safelystockholders perceive Range and as a good steward of the environmentto provide our investors an opportunity to discuss matters that they think deserve attention. We solicit feedback from institutional investors including asset managers and the communities whereproxy advisory firms. In 2020, we work,reached out to 67% of our growth strategyownership and offered a call or in person meeting. During 2020, we held meetings with stockholders representing approximately 50% of our shares outstanding. A cross functional team of senior members from our investor relations, regulatory and governmental affairs teams, along with one or more of our independent directors met with those investors that accepted our invitation. The below represents the past years can be summarized in two key points:
• | Grow production and reserves on a debt-adjusted, per share basis at top-quartile or better costs; and | | | • | Maintain a strong, simple balance sheet. |
As a leader in the discovery and developmentpercentage of the Marcellus Shale,our outstanding shares for which we have had great success inrequested engagement over the growth of production and reserves. From 2010 to 2015, we grew debt-adjusted production per share at a 21% compound annual growth rate (“CAGR”) while growing debt-adjusted reserves per share at a 17% CAGR. Since 2015, with the significantlast three years:
RANGE RESOURCES CORPORATION - -20162021 Proxy Statement 52
Back to Contents Prior to our 2021 Annual Meeting, we reached out to stockholders representing 67% of shares outstanding regarding many topics, including our compensation practices. At our 2020 Annual Meeting, our say on pay proposal received support from 59% of the votes cast. While the majority of stockholders supported our compensation program as designed, we continually look for ways to improve. We have proactively sought to understand our stockholder preferences and address any significant areas of concern through improvements to our disclosures and compensation programs. We are committed to constructive engagement with our stockholders and devote a meaningful amount of time to discussing the views voiced by our stockholders. | | | | WhatWeLearnedFromOurMeetingswithStockholders • Stockholders were interested in our process for refreshment of our Board and are interested in diversity • Stockholders commended changes to our compensation programs with a discussion of additional thoughts to consider • Stockholders generally agree with our strategic direction • Stockholders were interested in our governance and the Board’s oversight on ESG and provided positive feedback on our continued leadership in sustainability initiatives and disclosures • Stockholders appreciated the opportunity to meet for an open discussion and to directly ask management and our directors questions | | | | |
downturn in oil pricesOver the last several years, the Compensation Committee implemented a number of changes to our compensation program based on the feedback we received as we continually seek to align compensation and incentives with the further erosion of natural gas prices, especially realized pricescurrent commodity price environment and our stockholders’ interests. For additional information see “ExecutiveCompensation” below and “StockholderEngagementandResponsiveness” in our key operating areas in Pennsylvania where weak demand, increased supply and limited pipeline transportation have resulted in dramatically lower sales prices for gas, NGLs and oil, we have shifted our focus away from growth to:
• | capital discipline and capital efficiency; | | | • | development of reserves with acceptable economic returns; | | | • | cost reduction and containment; and | | | • | maximizing balance sheet flexibility and strength. |
Due to the significant drop in commodity prices, we took action in 2015 to reduce capital spending, operating costs and general and administrative costs. We lowered our 2015 capital expenditure budget which was announced in December 2014 from $1.3 billion to $870 million. Our capital budget for 2016 is currently $495 million. Other 2015 initiatives included the closing of our Oklahoma City divisional office and additional workforce reductions, which continued into early 2016. In February 2016, the board of directors approved a reduction of our quarterly dividend from $0.04 per share to $0.02 per share.CD&A beginning on page 36.
We believe that demand for our products, especially natural gas, will more closely come into alignmentTopics Discussed with supply in the futureStockholders and that will drive more economically rational commodity prices. At that time, when economic returns justify it, we expect to be positioned to increase our development of our Marcellus Shale assets, grow production and reserves and create value for our stockholders.
PRODUCTION PER SHARE – DEBT ADJUSTED | RESERVES PER SHARE – DEBT ADJUSTED | | |  |  | 2015 increase of 13% | 2015 decrease of 9% |
Executive Compensation Advisory VoteActions Taken
We are asking our stockholders to approve, on an advisory basis, the compensation we pay our Named Executive Officers. The Board recommends a FOR vote because we believe our compensation policies and practices are effective in achieving our goals of (i) aligning our executives’ interests with those of our stockholders (ii) encouraging a strong performance focus to address both the short-term challenges and the long-term growth of the Company along with creation of value for our stockholders. Compensation
Our compensation program for our executives is somewhat complicated as it is designed to be retrospective but this design createsa unique opportunity to focus on pay for performance as compared to our peers as explained below. Further, our compensation policies have been created or revised toavoid or eliminate pay practices viewed by our Board and our stockholders as contrary to a performance driven focus such as: • | No employment contracts (none of our executives are covered by an employment contract); | | | • | No executive severance program exceptone of the most discussed topics in the case of a change in control; | | | • | Change in control benefits which are consistent with our peers; and | | | • | No benefits other than those offered to all employees. |
While our Company’s operational results have been strong, like many other natural gas and oil companies, our stock performance over the last two years has been negative, with our annual return in 2014 equaloutreach to a negative 36% and 2015 annual return equalstockholders. In most cases, investors supported recent changes made to a negative 54%. Our stockholders have seen their holdings in Range decrease in value significantly over that time. Our executive compensation policies and the use of equity awards in the form of time vested restricted stock and performance restricted stock has resulted in a decrease in realizable compensation demonstrating a strong pay for performance linkage in our compensation practice.
As explained below in more detail, our CEO’s equity compensation which was awarded in May 2015 wasbased on 2014 Company performance utilizing 2014 data reported by our peer group at a target level of $7.5 million. As of December 31, 2015, however that equity award, which has yet to vest, had a value of $2.5 million, or only 33% of the amount at which the award was valued on the date of grant.The dramatic reduction in the value of the compensation awarded to our CEO over less than a year’s time is a direct and intended result of our executive compensation policy.program including adding or replacing new metrics that reflect our focus on areas such as safety,
RANGE RESOURCES CORPORATION - -20162021 Proxy Statement 63
Back to Contents environmental leadership, balance sheet strength and generating competitive returns. General compensation decisions based on feedback from our stockholders include: • CEO base salary held constant for the last seven years (through 2021): • CEO Long-Term Incentive Equity Award voluntarily reduced in 2020 reflecting the annual stock performance; • ObjectivesReduced CEO’s Long-Term Incentive Equity Award value granted in 2020, 2019 and Principles of Our Executive Compensation2018;
• In order2021, changed restricted stock grant vesting to achieve alignment betweena three-year cliff from a three-year ratable (30%-30%-40%); • Annual Cash Incentive metrics continue to evolve to focus on key financial, operational and EHS performance of the Companygoals; and pay for our employees • Long Term Incentive performance metrics adjusted to further focus on environmental leadership and alignment of the long-term interests of our executives with those of our stockholders, we use the following key principles:stockholders. | | | ChangesInformedbyStockholderInput | • | Compensation Must be Performance-Based- a significant portion of our executives’ total compensation should be tied to how well they perform individually and should be “at risk” based on how well the Company performs. | | | | 2019 • Added new Annual Cash Incentive metric defined as absolute reduction in debt • Tightened targets for both finding and development costs and drilling rate of return • Increased weighting of the qualitative measure addressing health, safety and environmental performance to 20% • Tightened leverage target | Compensation Must Reinforce Our Business Objectives | 2020 • Removed the following Annual Cash Incentive metrics: - Drillbit F&D costs per mcfe - Production per share - debt adjusted - Reserves per share - debt adjusted • Added new Annual Cash Incentive metrics of: - Drilling and Values-we considercompletion costs per foot • Reduced amount of equity granted to ALL employees by 24% when compared to target amounts • Reduced independent director annual restricted stock grant along with adding a one-year vesting requirment for our key strategiesdirectors | | 2021 • Removed the following Annual Cash Incentives metrics: - Qualitative Debt measure • Added new Annual Cash Incentive metrics of: - Return on Average Capital Employed (ROACE) • Added S&P 500 as an additional Peer • Reduced total percentage of discretionary metrics for achieving our business vision when identifying incentive measures and assigning goals and objectives and maintain flexibility in that regard. Our long-term focus remains on cost effective growth ofthe Annual Cash Incentive calculation • Changed restricted stock grant vesting to three-year cliff vesting from a 30%-30%-40% vesting • Changed Long Term Incentive Measures from production and reserves while our short-term goals are capital discipline, cost reductiongrowth per debt-adjusted shares to Debt/EBITDAX and containment and balance sheet flexibility. The combination of long-term and short-term compensation is used to balance these different goals.Emissions Intensity. | | | | • | Performance-Based Compensation Must be Benchmarked- our performance metrics are regularly compared to an industry-appropriate, high performing external benchmark to effectively measure Company performance compared to peers. | | | • | Total Compensation Must be Market Competitive Based on Relevant Peers- our executive compensation program is compared to verified market data using information disclosed by peer companies in their SEC filings. While this results in a “lag” in reporting our compensation, it results in a more disciplined approach to the initial award of executive compensation than would the use of more current salary survey data. | | | • | At Risk Incentive Compensation for Executives Must Represent the Majority of Total Compensation- the proportion of an executive’s total compensation that is “at risk” based on individual or Company performance should increase with the scope and level of responsibilities and should be the majority of compensation for executives of the Company. Our CEO’s “at risk” compensation is thus the highest percentage of “at risk” compensation in our Company. | | | • | Incentive Compensation Must Balance Short-Term and Long-Term Performance- we use annual cash incentive opportunities and long-term equity-based awards to address the Company’s short and long-term performance objectives. | | | • | The Executive Compensation Program is Reviewed Annually for Effectiveness- our Compensation Committee conducts an annual review of all executive compensation program components with the advice of its independent consultants to ensure alignment with our compensation objectives. |
Executive Compensation ElementsEnvironmental, Social and Governance (ESG)
Our investors are interested in how we approach sustainable business practices and how we integrate sustainability into our business objectives and corporate culture. In these meetings, we reviewed topics from our 2020 Corporate Sustainability Report, which is available on our company website. We believe our focus on sustainability creates value for our stockholders and helps position us to continuously improve business performance. Our strategy focuses our efforts on the areas most significant to our business including health and safety, climate change and the environment and social responsibility. For additional information see “Commitment to Sustainability” on page 8. Environmental Highlights Category100% Domestic onshore, natural gas | | Compensation ElementDedicated to vapor recovery and limited venting or flaring | | Description and terms | Equity | | •Restricted stock | | Amount granted is based on a comparison of the Company’s actual performance to the Company’s peers; restricted stock vests 30%, 30%, 40% annually over three years for retention purposes and to align the value with longer term performance | | | •Performance restricted stock | | Performance restricted stock will ultimately vest at the end of the three year performance period and payout, if any, is based solely on relative total stockholder return (“TSR”) | Cash | | •Base salary
•Annual cash bonus | | Reviewed annually – base compensation is targeted at 50th percentile to increase “at risk” compensation as a percentage of total compensation
Determined by Compensation Committee based on quantitative market metrics and peer comparisons | Retirement | | •Tax-qualified Plan | | Only the same 401(k) plan matching contributions which are available to all full time employees Deferred compensation plan matching which vests over three years and is available to all officers | Other | | •Standard benefits | | Life, health and disability insurance comparable to other employees100% recycled water |
• Charter member of the Environmental Partnership – devoted to improving natural gas and oil industry’s environmental performance; • Further reduction of methane emission through use of low/no-bleed controls; • Use multi-well pads to minimize impacts to land and communities; • Perform ongoing “leak detection and repair” inspections on new wells and voluntarily on wells not mandated for inspections to further reduce methane emissions; • Continued with our innovative water recycling program; • Utilize electric frac fleet to reduce diesel fuel consumption; and • Target of net-zero direct emissions by 2025. RANGE RESOURCES CORPORATION - -20162021 Proxy Statement 74
Back to Contents Executive Compensation MixBoard Refreshment, Structure and Diversity
Investors were generally supportive of our current approach and were particularly supportive of the Board’s refreshment practices. Many investors also expressed interest in making sure the Board maintains its focus on diversity and fostering a wide range of perspectives as part of its ongoing refreshment process. We have enhanced our disclosures throughout the proxy statement based on feedback we received. CEO COMPENSATION MIX | OTHER NEO COMPENSATION MIX | | |  |  |
Name | Age | Director Since | Principal Occupation | Committee Membership | Audit | Compensation | Governance
and
Nominating | Dividend | | | | | | | | | | Brenda A. Cline Independent | 60 | 2015 | Chief Financial Officer, Treasurer and Secretary of the Kimbell Art Foundation | Chair | |  | | Margaret K. Dorman Independent | 57 | 2019 | Former Chief Financial Officer of Smith International, Inc. |  | | | | James M. Funk Independent | 71 | 2008 | Former Senior Vice President of Equitable Resources | | | Chair | | Steve D. Gray
Independent | 61 | 2018 | Former Chief Executive Officer of RSP Permian Inc. | | Chair | | | Greg G. Maxwell Independent Chairman | 64 | 2015 | Former Executive Vice President, Finance and Chief Financial Officer of Phillips 66 | | | | Chair | Steffen E. Palko Independent | 70 | 2016 | Associate Professor at Texas Christian University. Former Co-Founder of XTO Energy, Inc. | | | | | Jeffrey L. Ventura | 63 | 2005 | Chief Executive Officer and President of Range Resources Corporation | | | | |
Our executive’s pay is variableThe Governance and linkedNominating Committee regularly evaluates the size and composition of the Board and continually assesses whether the composition appropriately relates to our financial performancestrategic needs which change as our business environment evolves. The Governance and changeNominating Committee believes that annual board evaluations are a critical tool in stockholder value. More than 75%assessing the effectiveness of their compensation isthe Board, its committee and its directors. The Governance and Nominating Committee considers the format of this evaluation process annually which, in recent years, has included anonymous questionnaires, one-on-one director interviews and the formassistance of equity which they will not receiveoutside legal counsel. When conducting its review of the appropriate skills and qualifications of desired directors, the Governance and Nominating Committee considers diversity of skills, gender, age, ethnicity and any other self-disclosed factors. As shown on the following page, the Board balances interests in continuity with the need for many years in the future,fresh perspectives and until such time, the award remains at risk. Tying compensation actually paid to the stock price at the end of vesting periods creates the ultimate measurementdiversity that board refreshment and link to Company performance.director succession planning can provide.
| Year | | | Summary
Compensation
Table for President
& CEO | | | | Compensation
Actually Paid to
President & CEO(1) | | | | Average
Summary
Compensation
Table Total
for Remaining
NEOs | | | | Average
Compensation
Actually Paid
to Remaining
NEOs(1) | | | Total
Stockholder
Return | | | Peer Group
Total
Stockholder
Return | | | 2015 | | $ | 9,840,829 | | | $ | 6,289,054 | | | $ | 3,835,442 | | | $ | 2,368,019 | | | | (54 | %) | | | (38 | %) | | 2014 | | $ | 10,664,079 | | | $ | 10,905,217 | | | $ | 3,903,034 | | | $ | 4,048,876 | | | | (36 | %) | | | (28 | %) | | 2013 | | $ | 10,633,404 | | | $ | 9,433,288 | | | $ | 4,023,845 | | | $ | 3,683,737 | | | | 34 | % | | | 31 | % |
(1) | “Compensation actually paid” represents amounts reported in the Summary Compensation Table but substituting equity awards valued at fair value on grant date with fair value on the date of vesting, for those awards that vested during the given year. Performance Shares, which were granted starting in 2014, ultimately vest at the end of three years. Therefore, the performance shares granted in May 2014 and May 2015 have not yet vested and are not included. |
RANGE RESOURCES CORPORATION - -20162021 Proxy Statement 85
Back to Contents The following are some of the key qualifications and skills of our Board. | CEO/Senior Officer Experience | Industry Experience | Financial Reporting Experience | Banking/ Finance Experience | Engineering/ Geoscience | Technology | Risk Management | Brenda A. Cline | 
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| Margaret K. Dorman | 
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| James M. Funk |
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| Steve D. Gray |
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| Greg G. Maxwell |
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| Steffen E. Palko |
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| Jeffrey L. Ventura |
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2015 Executive Compensation Summary (Page 50)The lack of a mark for a particular item does not mean that the director does not possess that qualification, skill or experience. We look to each director to be knowledgeable in these areas; however, the mark indicates that the item is a particularly prominent qualification, characteristic, skill, or experience that the director brings to the Board.
| Name and Position | | | Salary | | | | Stock
Awards | | | | Non-Equity
Incentive Plan
Compensation | | | | All Other
Compensation | | | | Total | | | Jeffrey L. Ventura – Chairman, President & CEO | | $ | 925,000 | | | $ | 7,496,007 | | | $ | 1,270,456 | | | $ | 149,366 | | | $ | 9,840,829 | | | Roger S. Manny – EVP & CFO | | $ | 493,000 | | | $ | 3,633,004 | | | $ | 510,143 | | | $ | 83,476 | | | $ | 4,719,623 | | | Ray N. Walker – EVP & COO | | $ | 493,000 | | | $ | 3,536,003 | | | $ | 510,143 | | | $ | 79,716 | | | $ | 4,618,862 | | | Chad L. Stephens – SVP | | $ | 410,000 | | | $ | 2,490,991 | | | $ | 318,193 | | | $ | 71,594 | | | $ | 3,290,778 | | | David P. Poole – SVP | | $ | 398,000 | | | $ | 1,940,993 | | | $ | 308,880 | | | $ | 64,631 | | | $ | 2,712,504 | |
The Board considers the following competencies when evaluating director nominees and board composition as a whole. The Board believes that a mix of these skills and qualifications provides the composition necessary to effectively oversee the Company’s execution of its strategy. As described more fullyCEO/SeniorOfficerexperience. We believe individuals with CEO experience have valuable insight and a practical understanding of organizations, processes, strategy and risk management. Through service as top leaders at other organizations, directors with CEO or senior officer experience bring valued perspectives on common issues affecting publicly traded companies such as Range.
Industryexperience. We believe that experience as an executive, director or other leadership position in the Compensation Discussionenergy industry is an important consideration for service on the Board. Individuals with specific industry experience bring pertinent background and Analysis section of this proxy statement, our Compensation Committee believesknowledge to the Board, providing valuable perspective on issues specific to the Company’s business. FinancialReporting/Finance/Bankingexperience. The Company measures its operating and strategic performance by reference to financial targets. In addition, accurate financial reporting and robust auditing are critical to the Company’s success. As a result, we believe it is important that directors have finance and financial reporting experience. We seek to have multiple directors who qualify as audit committee financial experts. In addition, we also believe it is important to reviewhave knowledge in capital markets, both debt and compareequity. We also expect all of our directors to be financially knowledgeable. Engineering/Geoscienceexperience. We believe that experience in these particular areas enables valuable perspectives on our operations and issues specific to our business. Individuals with an understanding in these areas bring background and experience to their duties that increase their effectiveness. RANGE RESOURCES CORPORATION -2021 Proxy Statement 6
Back to Contents Technology. Experience in information technology helps us pursue and achieve our business objectives. Leadership and understanding of areas such as cybersecurity risk, artificial intelligence, cloud computing and other areas of technology add exceptional value to our Board. RiskManagementexperience. We seek individuals with experience managing risk to ensure that directors are capable of fulfilling their risk oversight responsibilities, bringing background and experience to their duties that increase their effectiveness. RANGE RESOURCES CORPORATION -2021 Proxy Statement 7
Back to Contents 2020 Business Highlights In 2020, Range continued our focus on delivering on financial and operating performanceoperational objectives that are within our control such as cost reductions, driving safe and environmentally sound operational efficiencies, maintaining liquidity and simplifying our portfolio. We also advanced with thatour strategy of developing inventory at a competitive cost through continuous improvement and debt management. Highlights of our peers.operational, strategic and financial achievements are provided below. OPERATIONAL | | STRATEGIC | | FINANCIAL | 2,230.8Mmcfe/day Average natural gas and liquids production - Mmcfe/day = thousands of mcf equivalent per day 17.2Tcfe Proved reserves - Decrease of 5% from 2019 due to asset sales Reducedemissions - Compared to 2019 and increased frequency of leak detection testing - Announced goal of net zero direct emissions by 2025 Reducedinjuries Both contractor and employees compared to 2019 | | SoldNorthLouisianaAssets For cash proceeds of $245 million Proceeds Directed to debt reduction 3,500futuredrillinglocations Proven and unproven drilling locations in inventory 465,000 net acres in Southwest Pennsylvania ReducedDrillingandCompletionCosts Now less than $600 per foot ElectricFracFleet Continued to utilize which reduces emissions intensity and improves efficiencies | | $1.2billion Repurchased various senior and senior subordinated notes 21%lower Capital spending lower than original budget $1.4billionliquidity - Year-end liquidity includes $1.4 billion in available committed borrowing capacity with $600 million in additional borrowing base capacity available - Credit facility matures in May 2023 - Reduced total debt $86 million 12%lower Reduced general and administrative expense compared to 2019 8.2millionshares Repurchased $23 million of common stock at $2.80 per share |
Commitment to Sustainability Sustainability is not a new commitment for Range or its leadership. The Board is actively engaged in overseeing our sustainability practices and works alongside senior management to ensure focus on these topics. We believe sustainability is ultimately about creating long-term value, which includes a commitment to environmental stewardship and positively contributing to the communities where we operate. SAFETY | | CLIMATE CHANGE & ENVIRONMENT | | SOCIAL RESPONSIBILITY | ✓ Total Recordable Incident Rate of 0.37 for 2020 compared to 1.17 in 2019 ✓ Achieved a 68% reduction in contractor OSHA recordable injuries compared to 2019; ✓ Achieved a 64% reduction in the number of preventable vehicle incidents compared to 2019 | | ✓ Announced a goal of net zero direct emissions by 2025 ✓ Recycled over 145% of produced water through our water sharing program ✓ Board evaluates sustainability risks in making strategic decisions | | ✓ Committed to having a positive impact on communities where we operate ✓ Invest in community programs with a focus on education, workforce development and environmental stewardship ✓ Amid COVID-19 pandemic donated personal protective equipment to first responders |
RANGE RESOURCES CORPORATION -2021 Proxy Statement 8
Back to Contents Corporate Culture and Human Capital Management We are committed to having an engaged, diverse, and inclusive workplace that fosters learning, development and innovation. Our leadership team conducts a robust program of employee engagement, and we have invested in the personal and professional development of our employees through programs that focus on leadership as well as mentorship programs and employee resource groups. Our leadership team holds regular “all hands” meetings. In determining an individual Senior Executive totalgeneral, the Board has opportunities throughout the year to meet with employees and visit our offices. We believe our employees provide the foundation of our success. Successful execution of our strategy is dependent on attracting, developing and retaining our skilled employees and members of our management team. The abilities, experience and industry knowledge of our employees significantly benefit our operations and performance and in order to maximize the contributions of our employees, we continuously evaluate, modify and enhance our policies and practices, including compensation to increase employee engagement, productivity and efficiency. There are several ways in which we attract, develop and retain highly qualified talent including; • The safety and health of our employees is a top priority. We strive for zero workplace injuries. • Employee education and training is used to reinforce our core values. We conducted field safety orientations for approximately 7,000 people in 2020 (consisting of both Range employees and employees of our contractors). We have an education reimbursement program to encourage continued academic achievement and we provide in-house training and pay for outside training in a number of areas. • We emphasize employee development and provide a wide range of opportunities, skills and resources to aid in the success of our employees, including through programs such as our Leadership Excellence and Development (LEAD) program where high-performing employees are offered special management training and development. • We strive to enhance diversity and inclusion at every level of our organization. In 2020, we launched a voluntary employee resource group for women to foster inclusion and belonging. Our compensation program includes eligibility for all full-time employees to receive equity awards which we believe is somewhat unique among our peers and encourages every employee to think like an owner of the business and be awarded,vested in its success. We have a robust talent and succession planning process and support the development of our talent pipeline for critical roles. Executive Compensation Overview The Compensation Committee reviewedbelieves that a program weighted toward variable, at-risk compensation helps align the interest of management and stockholders. The chart below illustrates our CEO’s 2020 at-risk compensation. A significant portion of reported compensation is an incentive for future performance and realized only if Range meets certain performance measures. We believe the alignment of interest with our stockholders is best reflected in realizable pay as shown on the Pay For Performance table below, which depicts our CEO’s “At-Risk” pay using our year-end stock price. (1) Amounts shown reflect salary paid in 2014 as compiled2020. Annual Cash Incentive Award for 2020, which was paid in 2021 based on 2020 performance and the grant date fair value of Long-Term Incentive Awards granted in 2020. Pay For Performance Our executive compensation programs deliver payments aligned with performance achieved and are designed in a way that our performance impacts the realizable pay of our Named Executive Officers (“NEOs”). These graphics emphasize the realizable value of Mr. Ventura’s compensation is strongly aligned with stockholder value. As demonstrated below, the value actually received by our CEO can RANGE RESOURCES CORPORATION -2021 Proxy Statement 9
Back to Contents differ substantially from the 2015grant date value (or values calculated and reported in the Summary Compensation Table (“SCT”) and related proxy data reportedtables as required by the Peer Group. Therefore,U.S. Securities and Exchange Commission) ($ in millions). The value actually received by our CEO can differ substantially from the grant date compensation disclosedreported in this Proxy was awarded in May 2015 but is measured basedthe SCT and related proxy tables. The chart above compares reported pay and realizable pay for 2018, 2019 and 2020. The amounts include each direct compensation element, ie., salary, actual bonus paid for each year’s performance, the year-end value of restricted stock granted and an estimated prevailing value of performance awards. The ultimate value of stock-based awards will depend on our future stock price performance, our total shareholder return relative to a defined group of our peers and our performance compared to production and reserves per share (debt adjusted). Our stock price on the Company’s performancedate of each grant was $15.22 in 2014. This “lag” can be misinterpreted especially whenMarch 2018, $10.32 in the time between the year where performanceMarch 2019 and $3.02 in February 2020. As of December 31, 2020, our closing stock price was the basis$6.70 per share. TSR-PSUs Payouts Demonstrate Alignment with Stockholders Payout values of TSR-PSUs awards have declined as compared to grant date fair value, as shown below ($ in thousands): (1) For the award granted in 2017, the value shown is the final value. These graphics emphasize the realizable value of Mr. Ventura’s TSR-PSUs are significantly aligned with stockholder value. Values for this illustration for 2018, 2019 and 2020 were determined with the following inputs: • Our closing stock price as of March 26, 2021 was $10.88; and • Our rank in our TSR peer group and the publicationcorresponding payout percentage as measured under our performance unit program: 100% for 2018 (rank=5) and 100% for 2019 (rank=5) and 188% for 2020 (rank=2). RANGE RESOURCES CORPORATION -2021 Proxy Statement 10
Back to Contents CEO Compensation Summary The Annual Cash Incentive for 2020 (paid in February 2021) was 180% of our CEO’s base salary. His target annual cash incentive award was 120% of his base salary and his maximum award was 240%. The tables below detail the proxy withresults of our Board’s CEO compensation decisions for the disclosure of the awards, the Company’s performance has significantly declined. In summary, the process used to set 2015 Executive Compensation was:last five years (in thousands): CEO COMPENSATION ELEMENTS FOR THE LAST FIVE YEARS •BASE SALARY(1) | In May 2015, the Compensation Committee reviewed the Company’s key performance metrics for calendar year2014 (the prior fiscal year) and compared the results to the Peer Group to determine the percentile of the Company’s performance; | | ANNUAL CASH INCENTIVE AWARDS | | HELD FLAT | | | REMAINED FLAT FOR 2020 | | | | | | • | In May 2015, the Compensation Committee was provided a detailed report from the independent compensation consultants which was based on the 2015 proxy disclosures of the Peer Group analyzing the total compensation of each executive paid by the Peer Group for2014; and | |  | | | | | | •(1) Based on 26-week pay period. | Using both the Peer Group compensation disclosures and the Company’s percentile | | (1) Annual Cash Incentive for 2021 performance compared to the Peer Group, the Compensation Committee determines the Total Compensation awardedwill be paid inMay 2015 first quarter 2022. for each Range executive based on the2014 metrics. |
LONG-TERM INCENTIVE EQUITY AWARDS |  | (1) Based on summary compensation table. Equity grants in 2020 were reduced company-wide and includes an additional voluntary reduction by the CEO in 2020. (2) Value to be reported in 2021 summary compensation table. |
Consistent with that process, executive compensation
RANGE RESOURCES CORPORATION -2021 Proxy Statement 11
Back to Contents Changes to the Compensation Program in Effect for 2020 Effective for the Company’s performance2020 compensation period, the Compensation Committee: • Determined for the sixth year in 2015 willa row not be awarded until May 2016, at which timeto increase CEO base salary; • Long-term Incentive Award value for the Company’s relative performanceCEO voluntarily reduced compared to amounts granted over the last two years; • Added three new Annual Cash Incentive metrics to better align with the current state of the industry while removing four metrics when compared to the metrics used for 2019; • The three new Annual Cash Incentive metrics for 2020 are cash unit costs, drilling costs per foot and a discretionary component; • The four Annual Cash Incentive metrics removed were debt/EBITDAX, finding and development costs, production growth per share and reserves growth per share; and • Revised vesting for annual restricted stock grants to our non-employee directors to fully vested one year from the date of the grant. Changes to the Compensation Program in Effect for 2021 • Determined for the seventh year in a row not to increase CEO base salary and all other NEO salaries held flat; • When compared to the Annual Cash Incentive metrics for 2020, added one new metric to better align with our strategy while removing two metrics; • The new Annual Cash Incentive metric is Return on Average Capital Employed (ROACE); • Removed Absolute Debt Reduction and the significant declineQualitative Measure metrics; • Revised Restricted Stock Grant Vesting to three-year cliff vesting versus a three-year ratable (30%-30%-40%) vesting; and • Changed Long Term Incentive measures from production and reserves growth per debt-adjusted share to Debt/EBITDAX and Emissions Intensity. Status of Previously Granted Performance-Based Restricted Stock Awards In May 2017, the Compensation Committee granted long-term incentive awards to the NEOs, which were allocated 50% Restricted Stock and 37.5% Performance-Based Restricted Stock based on a comparative performance of our common stock measured against a predetermined group of peer companies (“TSR-PSUs”), each of which was equivalent to one share of common stock. The TSR-PSUs awards granted in 2017 were payable in shares of common stock from zero to 150% of the Company’s stock price will be consideredtarget number granted. The performance period for the TSR-PSUs began May 2017 and ended May 2020. In May 2020 the Compensation Committee certified Range’s TSR over the performance period, which resulted in a payout of 80% of the award. In March 2018, the Compensation Committee granted long-term incentive awards to NEOs that included Performance-Based Restricted Stock based on Reserves and Production Growth Per Share (debt adjusted). The performance period began January 1, 2018 and ended December 31, 2020 and was payable based on targets set by the Compensation Committee in establishing each executive’s total compensation.common stock from zero to 200% of the target number granted which reflected a change to include no payout below a certain threshold. In February 2021, the Compensation Committee certified the results over the performance period, which resulted in a combined payout of 137% of the award. The non-equity incentive plan compensation reported in this proxy was awarded in February 2016, is based on formulaic disclosed metrics and is calculated based on the Company’s performance in 2015.
Continued Review of Compensation Program
We continue to seek ways to enhance our compensation program to ensure that it remains linked to Company performance:
• | For example, in light of persistent low commodity prices and the corresponding effect on the Company’s stock performance, no Named Executive Officer received a base compensation increase in 2015 and none is expected to receive such an increase in 2016 (page 52); | | | • | Adjustments to our compensation peer group are made annually to ensure that it continues to be relevant (page 38); | | | • | One – half of all equity awards granted to our Senior Executives in 2015 were granted in the form of performance shares - restricted stock which will ultimately vest at the end of the three year performance period andthe amount, if any, that will be paid is based solely on relative total shareholder return performance for the three year period following the year of the award(page 45); | | | • | We have a policy limiting the amount of equity held by an officer which can be pledged as security for a credit line (page 48) and effective May 18, 2016 the Company has adopted a policy to preclude directors and senior officers from pledging additional stock in the future and to preclude any senior officer from opening a new account which has credit secured by Company securities (page 48); and | | | • | We have adopted stock ownership guidelines for Senior Officers and Directors which require retention of a specified portion of all equity grants until the ownership multiple is held. All Named Executive Officers and Directors currently meet the stock ownership policy requirements (page 47-48). |
Important Dates for 20172022 Annual Meeting of Stockholders (page 69) 70) Stockholders proposals submitted for inclusion in our 20172022 proxy statement pursuant to Rule 14a-8 under the Securities Exchange Act of 1934, Rule 14a-8as amended (the “Exchange Act”), must be received by us no later than December 10, 2016.2, 2021. RANGE RESOURCES CORPORATION - -20162021 Proxy Statement 912
PROXY STATEMENT We are furnishing you this proxy statement to solicit proxies to be voted at the 20162021 Annual Meeting of Stockholders of Range Resources Corporation. The meeting will be held at the Worthington Renaissance Hotel, Bur Oak Room, 200 Main Street, Fort Worth, Texas 76102telephonically on May 18, 201612, 2021 at 9:8:00 a.m., Central Time. The proxies also may be voted at any adjournment or postponements of the meeting. The mailing address of our principal office is 100 Throckmorton Street, Suite 1200, Fort Worth, Texas 76102. We are first furnishing these proxy materials to stockholders on April 8, 2016. 2, 2021. All properly executed written proxies and all properly completed proxies submitted by telephone, mobile device or internet that are delivered pursuant to this solicitation will be voted at the meeting in accordance with the directions given in the proxy, unless the proxy is revoked prior to completion of voting at the meeting. Only owners of record of shares of Range common stock (“Common Stock”) as of the close of business on March 24, 2016,26, 2021, the record date, are entitled to notice of, and to vote at, the meeting or any adjournments or postponements of the meeting. Each owner of Common Stock on the record date is entitled to one vote for each share of Common Stock held. On March 24, 2016,26, 2021, there were 169,744,170259,586,435 shares of Common Stock issued and outstanding. IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE ANNUAL MEETING OF STOCKHOLDERS TO BE HELD ON MAY 18, 2016.
IMPORTANTNOTICEREGARDINGTHEAVAILABILITYOFPROXYMATERIALSFORTHEANNUALMEETINGOFSTOCKHOLDERSTOBEHELDONMAY12,2021. The Notice of Annual Meeting, Proxy Statement and Annual Report on Form 10-K for the year ended December 31, 20152020 are available at www.rangeresources.com.www.rangeresources.com. RANGE RESOURCES CORPORATION - -20162021 Proxy Statement 1013
Back to Contents FREQUENTLY ASKED QUESTIONS AND ANSWERSPROPOSAL
Proxy Materials and Voting Information
1. | Why did I receive these proxy materials? |
We are providing these materials in connection with the solicitation by the Board of Directors (the “Board”) of Range Resources Corporation, a Delaware corporation, of proxies to be voted at our 2016 Annual Meeting of Stockholders and at any adjournment or postponement of the Meeting.
The Meeting will take place on May 18, 2016, beginning at 9:00 a.m. Central Time, at the Worthington Renaissance Hotel, Bur Oak Room, 200 Main Street, Fort Worth, Texas 76102.
2. | What is the difference between holding shares as a stockholder of record and as a beneficial owner? |
If your shares are registered directly in your name with Range’s registrar and transfer agent, Computershare Investor Services LLC, you are astockholder of recordwith respect to these shares. If, as is more typical, your shares are held in a brokerage account or by your bank, broker or other third party, you are thebeneficial owner of these shares.
Because a beneficial owner is not the stockholder of record, you may not vote these shares in person at the meeting unless you obtain a proxy from the broker, trustee or nominee that holds your shares, giving you the right to vote the shares at the meeting. Your broker, trustee or nominee has enclosed or provided voting instructions for you to use in directing the broker, trustee or nominee how to vote your shares.
3. | What shares are included on the proxy card? |
If you are a stockholder of record, you will receive only one proxy card for all the shares you hold of record in certificate form and in book-entry form.
If you are a Range employee, you will receive a proxy or voting instruction card for all the shares you may hold in the Range 401(k) Plan. Your proxy card will serve as a voting instruction card for the Plan trustee. If you do not specify your voting instructions on the proxy card, the Plan trustee will vote your shares in the same proportion as it votes shares for which it did receive timely instructions.To allow sufficient time for voting by the trustee, your voting instructions must be received no later than 5:00 p.m. Eastern Time on May 15, 2016.
4. | What different methods can I use to vote? |
Voting In Person. Shares held in your name as the stockholder of record may be voted in person at the annual meeting.Shares held beneficially in street name may be voted in person only if you obtain a proxy from the broker, trustee or nominee that holds your shares giving you the right to vote the shares. Even if you plan to attend the annual meeting, we recommend that you also submit your proxy or voting instructions so that your vote will be counted if you later decide not to attend the meeting.
By Written Proxy. All stockholders of record can vote by written proxy card. If you are a stockholder of record and receive a notice regarding the availability of proxy materials, you may request a written proxy card by following the instructions included in the notice. If you are a beneficial owner, you may request a written proxy card or a voting instruction form from your bank, broker or other nominee.
By Telephone or Internet. All stockholders of record can vote by calling the toll-free telephone number on the proxy card. Please have your proxy card when you call. Voice prompts will direct you on how to vote your shares and will confirm that your voting instructions have been recorded properly.
Stockholders of record may also vote by accessing the website noted on the proxy card. Please have your proxy card when you go to the website.
Beneficial owners may vote by telephone or Internet if their bank, broker or other nominee makes those methods available, in which case the bank, broker or other nominee will include the instructions with the proxy materials.
RANGE RESOURCES CORPORATION-2016 Proxy Statement 11
Default Voting. A proxy that is properly completed and returned will be voted at the meeting in accordance with the instructions on the proxy. If you properly complete and return a proxy but do not indicate any voting instructions, your shares will be voted “FOR” Proposals 1 2, 3, and 4 and voted “AGAINST” the stockholder proposal (Proposal 5) consistent with the Board’s recommendation, and in accordance with the discretion of the holders of the proxy with respect to any other business that may properly come before the meeting or any adjournment. If we propose to adjourn the meeting, proxy holders will vote all shares for which they have voting authority in favor of adjournment. Our Board of Directors knows of no matters other than those stated in the Notice of Annual Meeting of Stockholders and described in the Proxy Statement to be presented for consideration at the annual meeting.
5. | What are my voting choices for each of the proposals to be voted at the 2016 Annual Meeting of Stockholders and what are the voting standards? |
Proposal | | | Voting Choices and Board Recommendation | | Voting Standard | Proposal 1. | Election of Directors | | •vote in favor of all nominees;
•vote in favor of specific nominees;
•vote against all nominees;
•vote against specific nominees; | | Majority of votes cast | | | | •abstain from voting with respect to all nominees; or | | | | | | •abstain from voting with respect to specific nominees. | | | | | | The Board recommends a vote FOR each of the nominees. | | | Proposal 2. | Advisory Vote Concerning Executive Compensation | | •vote in favor of the advisory proposal;
•vote against the advisory proposal; or
•abstain from voting on the advisory proposal.
The Board recommends a vote FOR the advisory proposal to approve executive compensation.
| | Majority of shares present and entitled to vote | Proposal 3. | Reapproval of the material terms of the Company’s 2005 Amended and Restated Plan for the purposes of Complying with Section 162(m) of the Internal Revenue Code | | •vote in favor of the proposal;
•vote against the proposal; or
•abstain from voting on the proposal.
The Board recommends a vote FOR the proposal to reapprove the performance based compensation criteria.
| | Majority of shares present and entitled to vote | Proposal 4. | Ratification of the Appointment of Ernst & Young LLP | | •vote in favor of the ratification;
•vote against the ratification; or
•abstain from voting on the ratification.
The Board recommends a vote FOR the ratification.
| | Majority of shares present and entitled to vote | Proposal 5. | To consider and vote on a stockholder proposal, if presented | | •vote in favor of the proposal;
•vote against the proposal; or
•abstain from voting on the proposal
The Board recommends a vote AGAINST the proposal.
| | Majority of shares present and entitled to vote |
6. | What if I am a beneficial owner and do not give voting instructions to my broker? |
As a beneficial owner, in order to ensure your shares are voted in the way you would like, you must provide voting instructions to your bank, broker or other nominee by the deadline provided in the materials you receive from your bank, broker or other nominee. If you do not provide voting instructions to your bank, broker or other nominee, whether your shares can be voted by such person depends on the type of item being considered to vote.
Non-Discretionary Items. The election of directors, the advisory vote concerning executive compensation and the stockholder proposal, if presented, are non-discretionary items and may not be voted on by brokers, banks or other nominees who have not received specific voting instructions from beneficial owners.
Discretionary Items. The ratification of the appointment of Ernst & Young LLP as Independent Auditors is a discretionary item. Generally banks, brokers and other nominees that do not receive voting instructions from beneficial owners may vote on the proposal at their discretion.
RANGE RESOURCES CORPORATION-2016 Proxy Statement12
7. | How are abstentions and broker non-votes counted? |
Proposal 1. Election of Directors. If you abstain from voting in the election of directors, you have not cast a vote and the abstention will not be counted in determining the outcome of the election. Broker non-votes are not considered a vote cast under our bylaws and will have no effect on the outcome of the election of directors.
Proposal 2. Advisory Vote to Approve Executive Compensation.If you abstain from voting on the advisory vote to approve executive compensation, you are considered present and entitled to vote, and your shares are considered in the calculation of whether Proposal 2 received the affirmative vote of a majority of shares present and entitled to vote. The effect of an abstention is a vote against Proposal 2. Broker non-votes will have no effect on the outcome of Proposal 2 because broker non-votes are not entitled to vote and are not considered in the calculation of a majority of shares present and entitled to vote.
Proposal 3. Vote to reapprove material terms of the Amended and Restated 2005 Equity Plan. If you abstain from voting on the vote to reapprove, you are considered present and entitled to vote, and your shares are considered in the calculation of whether Proposal 3 received the affirmative vote of a majority of shares present and entitled to vote. The effect of an abstention is a vote against Proposal 3. Broker non-votes will have no effect on the outcome of Proposal 3 because broker non-votes are not entitled to vote and are not considered in the calculation of a majority of shares present and entitled to vote.
Proposal 4. Ratification of Appointment of Ernst & Young LLP as Independent Auditors. If you abstain from voting on the ratification of Ernst & Young LLP as Range’s independent auditors, you are considered present and entitled to vote, and your shares are considered in the calculation of whether Proposal 4 received the affirmative vote of a majority of shares present and entitled to vote. The effect of an abstention is a vote against Proposal 4. Because Proposal 4 is a routine matter on which a broker has discretionary authority, no broker non-votes likely will result from this Proposal.
Proposal 5. If presented, to consider and vote on a stockholder proposal. If you abstain from voting on the stockholder proposal, you are considered present and entitled to vote, and your shares are considered in the calculation of whether Proposal 5 received the affirmative vote of a majority of shares present and entitled to vote. The effect of an abstention is a vote against Proposal 5. Broker non-votes will have no effect on the outcome of Proposal 5 because broker non-votes are not entitled to vote and are not considered in the calculation of a majority of shares present and entitled to vote.
8. | What can I do if I change my mind after I vote my shares? |
You may revoke your proxy prior to the completion of voting by:
• | Giving written notice to Range’s Corporate Secretary; | | | • | Delivering a valid, later-dated proxy or a later-dated vote by telephone or on the Internet in a timely manner; or | | | • | Voting by ballot at the annual meeting after written notice of revocation has been delivered to our Corporate Secretary. |
If you hold your shares in a brokerage account or by other nominee and deliver voting instructions to the record holder of those shares, you may only revoke the voting of those shares in accordance with your instruction if the record holder revokes the original proxy as directed above and either resubmits a proxy reflecting your voting instructions or delivers to you a legal proxy giving you the right to vote the shares.
9. | Can I access the proxy materials on the Internet? How can I sign up for the electronic proxy delivery service? |
We are distributing our proxy materials to certain stockholders via the Internet under the “notice and access” approach permitted by the Securities and Exchange Commission (the “SEC”). On or about April 8, 2016, we will mail to certain of our stockholders a notice of Internet availability of proxy materials with instructions explaining how to access our proxy statement and annual report and how to vote online. If you receive a notice of Internet availability by mail, you will not receive a printed copy of the proxy materials in the mail unless you request them by following the instructions for requesting such materials included in the notice of Internet availability.
Even if you do not participate in “notice and access,” the Notice of Annual Meeting and Proxy Statement are available on the Internet at www.proxyvote.com.
The individuals named as proxies will tabulate the votes and act as inspector of election.
11. | When will Range announce the voting results? |
We will announce the preliminary voting results at the Annual Meeting of Stockholders. Range will report the final results in a Current Report on Form 8-K filed with the SEC within a few days of the meeting.
RANGE RESOURCES CORPORATION -2016 Proxy Statement 13
12. | How are proxies solicited, and what is the cost? |
We bear all expenses incurred in connection with the solicitation of proxies. We hired MacKenzie Partners, Inc. to assist with the solicitation of proxies for an estimated fee of $13,000.00 plus expenses. We will reimburse brokers, fiduciaries and custodians for their costs in forwarding proxy materials to beneficial owners of Common Stock.
Our directors, officers and employees also may solicit proxies by mail, telephone and personal contact. They will not receive any additional compensation for these activities.
As permitted by the Securities Exchange Act of 1934, as amended (the “Exchange Act”), only one copy of this Proxy Statement is being delivered to stockholders residing at the same address, unless the stockholders have notified Range of their desires to receive multiple copies of the Proxy Statement. This is known as “householding.”
Upon oral or written request, we will promptly deliver a separate copy of the Proxy Statement to any stockholder residing at an address to which only one copy was mailed. Direct requests for additional copies for the current year or future years to our Corporate Secretary, 100 Throckmorton Street, Suite 1200, Fort Worth, Texas 76102 or our Investor Relations team at (817) 869-4258.
Stockholders of record residing at the same address and currently receiving multiple copies of the Proxy Statement may contact our registrar and transfer agent, Computershare, to request a single copy be mailed in the future.
Beneficial owners should contact their broker or bank.
14. | How can I vote at the meeting if I am a beneficial owner? |
If you are a beneficial owner and want to vote your shares at the annual meeting, you will need to ask your bank, broker or other nominee to furnish you with a legal proxy, bring the legal proxy with you to the meeting and hand it in with a signed ballot that will be provided to you at the meeting. You will not be able to vote your shares at the meeting without a legal proxy. If you do not have a legal proxy, you can still attend the meeting. We encourage you to vote your shares in advance, even if you intend to attend the meeting. Please note that if you request a legal proxy, any previously executed proxy will be revoked, and your vote will not be counted unless you appear at the meeting and vote in person or legally appoint another proxy to vote on your behalf.
RANGE RESOURCES CORPORATION -2016 Proxy Statement14
Company Documents, Communications and Stockholder Proposals
1. | How can I view copies of Range’s corporate documents and SEC filings? |
Our Corporate Governance Guidelines, Board Committee Charters, Code of Business Conduct and Code of Ethics are available under the Corporate Governance section of our website at www.rangeresources.com and are available in printed form upon request by any stockholder. Our SEC filings are also posted on our website and, upon request, we will mail free of charge a copy of the Form 10-K to any stockholder. Direct such requests to our Investor Relations team at (817) 869-4258.
2. | How can I communicate with Range’s Board of Directors or Individual Directors? |
Range’s Board of Directors welcomes contact from Stockholders or others with an interest in the Company. Interested parties may communicate with the Lead Independent Director of our Board of Directors by submitting correspondence to the Corporate Secretary at Range Resources Corporation, 100 Throckmorton Street, Suite 1200, Fort Worth, Texas 76102, Attention: Lead Independent Director. Any confidential matters intended only for the Lead Independent Director may be submitted in a separately enclosed envelope marked “confidential.” Similarly, any correspondence to individual Board members or the Board as a whole can be submitted to the same address and such correspondence will be forwarded to the Board member(s) to whom the correspondence is addressed.
3. | How do I submit a proposal for action at the 2017 Annual Meeting of Stockholders? |
A proposal to be acted upon at the 2017 Annual Meeting of Stockholders will only be acted upon:
• | If the proposal is to be included in the proxy statement, pursuant to Rule 14a-8 under the Exchange Act, the proposal is received by our Corporate Secretary on or before December 10, 2016 and the proposal meets the requirements of the applicable rules of the SEC and the requirements of our bylaws. | | | • | If the proposal is not to be included in the proxy statement according to our bylaws, the proposal is submitted in writing to our Corporate Secretary no earlier than January 20, 2017 and no later than February 19, 2017, and such proposal is, under Delaware General Corporation Law, an appropriate subject for stockholder action, and the notice relating to such proposal meets the requirement of our bylaws. |
4. | How do I submit a candidate for election to the Board under the Company’s Proxy Access by-law? |
In response to a stockholder proposal submitted to a vote of the Company’s stockholders in May 2015, the Company’s Board of Directors adopted new provisions of the Company’s by-laws to allow a stockholder or group of stockholders that meet certain criteria and requirements to nominate candidates for election to the Board and have such persons included in the Company’s proxy. If you wish to do so, you must submit the required information to the Company not less than one hundred and twenty (120) days nor more than one hundred and fifty (150) days prior to the first anniversary of the date that the Company first distributed its proxy statement to stockholders for the previous year’s Annual Meeting (i.e. April 8 for this proxy). Copies of the Company’s by-laws are available on the Company’s website at www.rangeresources.com or upon request addressed to the Company’s Corporate Secretary.
RANGE RESOURCES CORPORATION -2016 Proxy Statement15
PROPOSAL 1ELECTION OF DIRECTORS
Nomination and Election of Directors Nominated by the Board All of our directors are elected to a single year terms.term. As a result, the current term of all our directors expires at the 2016 annual meeting.2021 Annual Meeting. Based on the recommendation received from the Governance and Nominating Committee, our Board of Directors proposes that each of the nominees, listed below, all of whom are currently serving as directors, be elected for a new term expiring at the 20172022 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 of Directors may designate a substitute nominee. In that case, the persons named as proxies will vote for the substitute nominee designated by our Board of Directors.Board. Our Board of Directors does not presently contemplate that any of the nominees will become unavailable for election. Of the currently serving directors, Mr. Eales, Mr. Linker and Mr. Pinkerton are not standing for re-election. Required Vote and Recommendation SinceBecause 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 bylaws,by-laws, in the event a candidate for the boardBoard 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. For theThe reasons described at the end of each biographical informationsummary for each candidate whichnominee that discusses the skills, qualifications and attributes thatof such candidates, led the Governance and Nominating Committee to recommend such persons for election to the Board, the Board of Directors recommends a vote FOR the election of each of the nominees.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 bylaws,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.
 | The Board of Directors recommends a vote FOR all of the nominees |
RANGE RESOURCES CORPORATION -2021 Proxy Statement 14
Back to Contents Our Corporate Governance Guidelines contain criteria that apply to nominees recommended by the Governance and Nominating Committee for positions on our Board of Directors.Board. Under these criteria, members of our Board should: • have high professional and personal ethics and values; • expertise and perspective needed to govern the business and support senior management; • commit to enhancing stockholder value; • 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; • ability to constructively participate in discussions, sound business judgment and sufficiently broad perspective to make meaningful contributions; and • represent the interests of Directors should:all stockholders. • | have high professional and personal ethics and values; | | | • | have broad experience in management, policy-making and/or finance; | | | • | commit to enhancing stockholder value; | | | • | have sufficient time to carry out their duties and to provide insight and practical wisdom based on their experience and knowledge; | | | • | limit their service on other boards of other public companies to a number that permits them, given their individual circumstances, to perform their expected duties; and | | | • | represent the interests of all stockholders. |
Our Board of Directors 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. EachIn accordance with applicable laws, regulations, our Corporate Governance Principles and the rules of the nominees forNew 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 nowaffiliated, and the frequency and dollar amounts associated with these transactions. The Committee then makes a member ofrecommendation to the Board with respect to the independence of Directors, which met 10 times during 2015. Each of the nominees foreach director attended at least 75% of the combined Board and Committee meetings held during the periods served by such nominee in 2015. We have provided below, key attributes, skills and experience that leddirector nominee. Based on these considerations, the Board to conclude thatdetermined the nominee should serve as a director.following directors are independent:
| Brenda A. Cline |
| Greg G. Maxwell |
| Margaret K. Dorman |
| Steffen E. Palko |
| James M. Funk | 
| Jeffrey L. Ventura* |
| Steve D. Gray | | | * As CEO of the Company, Mr. Ventura is not independent. |
RANGE RESOURCES CORPORATION - -20162021 Proxy Statement16 15
Back to Contents Back to Contents | BRENDA A. CLINE | | | IndependentDirector Age: 60 DirectorSince: 2015 | BoardCommittees: • Governance and Nominating |
Board of Directors – Biographical Information
Brenda A. Cline
Independent
Age: 55
Director Since: 2015
Committees: Audit
Ms. Cline became a director in July 2015. Since 1993, Ms. Cline has served as Executive Vice President, 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 held various positionswas a Senior Manager with Ernst & Young LLP. Ms. Cline also serves on the board of certain non-profit entities including the Board of Trustees of Texas Christian University and the Pension Fund of the Christian Church.University. Ms. Cline is a certified public accountant. She received her Bachelor of Business Administration, Accounting degree, summa cum laude, from Texas Christian University. CurrentPublicCompanyDirectorships: Tyler Technologies; American Beacon Funds; Cushing Funds PublicCompanyDirectorshipsWithinthePastFiveYears: None KeyAttributes,SkillsandExperience 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 as a Director of the Company and for the Governance and Nominating Committee’s recommendation that she be nominated for election. 
Anthony V. Dub
Independent
Age: 66
Director Since: 1995
Committee: Audit (Chair); Compensation
Mr. Dub is Chairman of Indigo Capital, LLC, a financial advisory firm based in New York. Before forming Indigo Capital in 1997, he served as an officer of Credit Suisse First Boston (“CSFB”). Mr. Dub joined CSFB in 1971 and was named a Managing Director in 1981. Mr. Dub led a number of departments during his 26 year career at CSFB includingre-election to the Investment Banking Department. After leaving CSFB, Mr. DubBoard.
 | MARGARET K. DORMAN | | | IndependentDirector Age: 57 DirectorSince: 2019 | BoardCommittees: • Governance and Nominating | |
Margaret K. Dorman became Vice Chairman and a director in 2019, Ms. Dorman has 30 years of Capital IQ,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. until(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 sale to Standardacquisition by Halliburton Corporation, and Ernst & Poor’s in 2004. Capital IQ is a leader in helping organizations capitalize on synergistic integration of market intelligence, institutional knowledge and relationships. Mr. DubYoung, LLP. Ms. Dorman received a Bachelor of Arts degree magna cum laude,in Economics-Business from Princeton University. Hendrix College and is a certified public accountant. CurrentPublicCompanyDirectorships: None Equitrans Midstream Corporation PublicCompanyDirectorshipsWithinthePastFiveYears: NoneEQT Corporation KeyAttributes,SkillsandExperience Key Attributes, Skills and Experience
Mr. DubMs. Dorman has significant experienceover ten years of executive level management in the financial area and serves asenergy industry. She was elected to the ChairBoard upon mutual approval of the Company’s Audit Committee. Mr. Dub gained his financial expertise from many years of service as an investment banker, having led the Asset Finance, Mortgage Finance,Company and SailingStone Capital Markets and Investment Banking practices at CSFB at various pointsPartners, LLC in his career. His experience evaluating financial risks as well as his performance as Chair of the Company’s Audit Committee are significant factors in the Governance and Nominating Committee’s conclusion that he should be nominated as a director.
RANGE RESOURCES CORPORATION - 2016 Proxy Statement17
Allen Finkelson
Independent
Age: 69
Director Since: 1994
Committees: Governance (Chair); Compensation
Mr. Finkelson was a partner at Cravath, Swaine & Moore LLP from 1977 to 2011,accordance with the exception of the period 1983 through 1985, when he was a managing director of Lehman Brothers Kuhn Loeb Incorporated. Mr. Finkelson joined Cravath, Swaine & Moore, LLP in 1971. Mr. Finkelson earned a Bachelor of Arts from St. Lawrence UniversityVoting and a J.D. from Columbia University School of Law. Mr. Finkelson’s experience in mergers and acquisitions and corporate lawNomination Support Agreement dated July 9, 2018. Ms. Dorman brings a uniquevariety of accounting, financial and executive experience and perspective to the Company’s Board.
Current Public Company Directorships: None
Public Company Directorships Within Ms. Dorman’s background and experience led the Past Five Years: None
Key Attributes, SkillsBoard to select and Experience
Mr. Finkelson practiced law at one of the leading law firms in the country, where he was a partner with over 30 years of experience and where he had significant involvement with a wide range of public company transactions and other corporate issues. Additionally, he has strong knowledge of corporate best practicesappoint Ms. Dorman as a result of his practice as a lawyerdirector in a number of areas, including public company executive compensation2019 and corporate governance. As a result of these skills and abilities,for the Governance and Nominating Committee determined to nominate himher for electionre-election to the Board.
James M. Funk
IndependentRANGE RESOURCES CORPORATION - – Lead Independent Director
Age: 66
Director Since: 2008
Committees: Audit; Dividend2021 Proxy Statement 16
Back to Contents  | JAMES M. FUNK | | | IndependentDirector Age: 71 DirectorSince: 2008 | BoardCommittees: • Governance and Nominating (Chair) | |
Mr. Funk was elected as Lead Independent Director in 2015. Mr. Funk is an independent consultant and producer with over 3040 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.
CurrentPublicCompanyDirectorships: None Current PublicCompany Directorships:DirectorshipsWithinthePastFiveYears: Superior Energy Services
Public Company Directorships Within the Past Five Years: Sonde Resources Corporation
KeyAttributes,SkillsandExperience 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 muchall 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, where he served as President. Mr. Funk has knowledge from his service with Equitable regarding the regulatory, political and environmental arenas in Pennsylvania, where muchall of the Company’s exploration is currently occurring, and he has a strong background in compensation policies and practices of oil and gas companies, including establishing energy industry specificindustry-specific performance based compensation metrics. All of these skills and attributes were considered by the Board in originally selecting Mr. Funk to join the Board in December 2008 and led the Governance and Nominating Committee to nominate him for electionre-election to the Board. RANGE RESOURCES CORPORATION - 2016 Proxy Statement18
Back to Contents | STEVE D. GRAY | | | IndependentDirector Age: 61 DirectorSince: 2018 | BoardCommittees: | |
Christopher A. Helms
Independent – Lead Independent Director
Age: 62
Director Since: 2014
Committees: Governance
Steve Gray became a director in 2018. Mr. Helms has over 38 years of experience in the energy industry, principally in the midstream sector. Mr. Helms is the PresidentGray served as a founder, director and Chief Executive Officer of US Shale Energy Advisors LLCRSP 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 subsidiaries that own and operate energy midstream and logistics assets.served until Concho’s merger with Conoco Phillips. Prior to his retirementforming RSP Permian, Mr. Gray founded several successful oil and gas ventures spanning nearly 20 years in 2012,partnerships with Natural Gas Partners, an Irving, Texas based private equity company. Prior to going into business for himself, Mr. Helms was Executive Vice PresidentGray spent 11 years employed in the oil and Group Chief Executive Officergas industry in various capacities as a petroleum engineer. Mr. Gray is on the Board of NiSource Inc. From 2005 to 2011Directors of the Texas Tech Foundation. In addition, he served as Chief Executive Officer and Executive Director of NiSource Gas Transmission and Storage. Mr. Helms is a member of the Petroleum Engineering Academy and serves on the Dean’s Advisory Council for the College of Engineering at Texas Tech University of Houston Board of Visitors. He has previously served and as a director of– the Marcellus Shale Coalition, the Commonwealth of Pennsylvania Marcellus Shale Advisory Commission, as Vice Chair of the Interstate Natural Gas Association of America and Chair of the Southern Gas Association. Mr. Helms receivedinstitution from which he earned a Bachelor of Arts from Southern Illinois University at Edwardsville andScience in Petroleum Engineering in 1982. He is also a Juris Doctor from Tulane University Schoolmember of Law. the Executive Advisory Council of the George W. Bush Presidential Center in Dallas, Texas. CurrentPublicCompanyDirectorships: MPLX GP LLC; Questar Corporation None PublicCompanyDirectorshipsWithinthePastFiveYears: NoneRSP Permian Inc.; Concho Resources, Inc. KeyAttributes,SkillsandExperience Mr. HelmsGray was selected to serve as a Director based on his extensive experience as an oil and gas business executive who has over 30 years of experience in the pipeline, processing and midstream business and his extensive knowledgeindustry. He was elected to the Board upon mutual approval of the midstream infrastructureCompany and SailingStone Capital Partners, LLC in accordance with the Appalachian basin where much ofVoting and Nomination Support Agreement dated July 9, 2018. 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 Company’s current exploration is being conducted. AdditionallyBoard to select and appoint Mr. Helms served as an executive with several pipeline companies and has experienceGray as a lawyer. All of these skillsdirector in 2018 and attributes ledfor the Governance and Nominating Committee to nominate him for electionre-election to the Board. 
Mary Ralph Lowe
Independent
Age: 69
Director Since: 2013
Committees: Governance
Ms. Lowe has been president and chief executive officer of Maralo, LLC, (formerly Maralo, Inc.), an independent oil and gas exploration and production company, and ranching operation, since 1973, and a member of its board of directors since 1975. Ms. Lowe also serves on the Board of Trustees of Texas Christian University, the Board of the Performing Arts Center of Fort Worth, the Board of the National Cowgirl Museum and Hall of Fame, and the Board of The Modern Art Museum of Fort Worth.
Current Public Company Directorships: None
Public Company Directorships Within the Past Five Years: Apache Corporation
Key Attributes, Skills and Experience
Ms. Lowe’s experience in the oil and gas exploration business including her leadership of Maralo as well as her prior service as a director of a large independent oil and gas company give her extensive experience in the management of oil and gas exploration companies and led the Governance and Nominating Committee to nominate her for election to the Board.
RANGE RESOURCES CORPORATION - - 20162021 Proxy Statement 1917
Back to Contents Back to Contents | GREG G. MAXWELL | | | ChairmanoftheBoard Age: 64 DirectorSince:2015 | BoardCommittees: | |
Gregory G. Maxwell
Independent
Age: 59
Director Since: 2015
Committees: Audit
Mr. Maxwell became a director in September 2015. Mr. Maxwell served as executive vice president, Finance,finance, and chief financial officer for Phillips 66, a diversified energy manufacturing and logistics company until his retirement on December 31, 2015. Mr. Maxwell hadhas 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 comptrollerscomptroller’s group including the corporate planning and development group, and the corporate treasury department.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. CurrentPublicCompanyDirectorships: None Jeld – Wen Holding, Inc. PublicCompanyDirectorshipsWithinthePastFiveYears: DCP Midstream Partners; Phillips 66 Partners LPNone KeyAttributes,SkillsandExperience 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, chair of the Dividend Committee and is a member of the Audit Committee. Mr. Maxwell’s corporate finance, accounting, technology and financial reporting experience led the Governance and Nominating Committee to conclude that he should be nominatednominate him for re-election to the Board.  | STEFFEN E. PALKO | | | IndependentDirector Age: 70 DirectorSince:2016 | BoardCommittees: | |
Mr. Palko was a co-founder of XTO Energy Inc., serving as President and Vice-Chairman from 1986 to 2005. XTO became the largest independent natural gas producer in the United States in 2009. Previously, Mr. Palko served as a director. 
Kevin S. McCarthy
Independent
Age: 56
Director Since: 2005
Committees: Compensation (Chair), Governance
trustee for the Fort Worth ISD school board, and assumed numerous educational leadership roles at the state and national levels, including chair of the National Assessment of Vocational Education for the United States Department of Education and Commissioner for the U.S. Department of Labor SCANS committee. Mr. McCarthy joined Kayne Anderson Capital Advisors as a Senior Managing DirectorPalko earned his Doctorate in 2004Educational Leadership from UBS Securities LLC,Texas Christian University where he was global head of energy investment banking. In this role, he had senior responsibility for all of UBS’s energy investment banking activities, including direct responsibilities for securities underwriting and mergers and acquisitions in the energy industry. From 1995 to 2000, Mr. McCarthy led the energy investment banking activities of Dean Witter Reynolds and then PaineWebber Incorporated. He began his investment banking career in 1984. He is also on the board of directors of Emerge Energy Services, L.P. (NYSE: EMES).currently serves as an Associate Professor. He earned ahis Bachelor of ArtsScience in Economics and Geology from Amherst College and an MBA in FinanceElectrical Engineering from the University of Pennsylvania’s Wharton School. Texas at El Paso. CurrentPublicCompanyDirectorships: Kayne Anderson MLP Investment Company, Kayne Anderson Energy Total Return Fund, Inc., Kayne Anderson Midstream/Energy Fund, Kayne Anderson Energy Development Company None PublicCompanyDirectorshipsWithinthePastFiveYears: Emergy Energy Services, L.P., K-Sea Transporation Partners, L.P.; Oneok, Inc.None KeyAttributes,SkillsandExperience Mr. McCarthy’sPalko was elected to the Board upon the mutual approval of the Company and SailingStone Capital Partners, LLC in accordance with the Voting and Nomination Support Agreement dated August 7, 2016 by and between the Company and SailingStone. Mr. Palko’s background and experience in the exploration and production business including his extensive technical background and his experience with XTO Energy led the Board to select and appoint Mr. Palko as a result of having served with UBS Securities LLC where he was global head of energy investment banking, his knowledge of the oildirector and gas commodity markets, his knowledge of compensation practices and risk management in oil and gas companies from his experience both as an investment banker and his management experience at Kayne Anderson where he serves as Chairman and Chief Executive Officer of four closed-end investment funds with an energy focus, along with his service and performance as Chair of the Company’s Compensation Committee was viewed byfor the Governance and Nominating Committee to be of importancenominate him for re-election to the success of the Company and the basis for the nomination of Mr. McCarthy as a director. Board. RANGE RESOURCES CORPORATION - - 20162021 Proxy Statement 2018
Back to Contents 
Jeffrey L. Ventura
Age: 58
Director Since: 2005
Mr. Ventura is the Company’s Chairman, President and Chief Executive Officer and President, having joined Range in 2003 as Chief Operating Officer. Mr. Ventura was named President effective May 2008 and Chief Executive Officer in January 2012 and was named Chairman of the Board effective January 1, 2015.2012. Previously, Mr. Ventura served as President and Chief Operating Officer of Matador Petroleum Corporation, which he joined in 1997. Prior to his service at Matador, Mr. Ventura spent eight years at Maxus Energy Corporation where he managed various engineering, exploration and development operations and was responsible for coordination of engineering technology. Previously, Mr. Ventura was with Tenneco Oil Exploration and Production, where he held various engineering and operating positions. Mr. Ventura earned a Bachelor of Science degree in Petroleum and Natural Gas Engineering from the Pennsylvania State University. CurrentPublicCompanyDirectorships: None PublicCompanyDirectorshipsWithinthePastFiveYears:None KeyAttributes,SkillsandExperience Mr. Ventura 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. Additionally, Mr. Ventura has significant experience in the evaluation and reporting of oil and gas reserves, evaluation of acquisition opportunities, analysis of producing properties considered for divestiture and management and development of technical human resources. The Governance and Nominating Committee considers having the benefit of the technical management perspective provided to the Board from Mr. Ventura, a Pittsburgh native, as a director highly desirable and beneficial to the long term growth and development of the Company sincebecause 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 committeeGovernance and Nominating Committee nominated Mr. Ventura as a candidatedirector for electionre-election to the Board. 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. Our Governance and Nominating Committee uses a variety of avenues to identify and evaluate director nominees. The Committee regularly assesses the appropriate size of our Board and whether any vacancies are expected due to retirement or otherwise. If vacancies are anticipated, or otherwise arise, our Governance and Nominating Committee considers various potential candidates for the Board. Candidates may come to the attention of the Committee through current Board members, stockholders or other persons. Candidates may be evaluated at regular or special meetings of the Committee and may be considered at any point during the year. The Board ensures refreshment and continued effectiveness through evaluation, nomination and other policies, processes and practices. For example: • The Governance and Nominating Committee annually reviews with the Board the qualifications for Board members and the composition of the Board as a director.whole. • The Governance and Nominating Committee annually reviews each director’s continuation on the Board and makes recommendations to the full Board. • Each committee member performs an annual self-assessment and the Governance and Nominating Committee oversees an annual self-assessment of the full Board. 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 RANGE RESOURCES CORPORATION - - 20162021 Proxy Statement 2119
Back to ContentsDirector Compensation Director compensation is setproposed 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 Compensation Committee after working with its independent compensation consultantsexperience, skills, abilities and a reviewqualifications of each candidate and considers the diversity of the Peer Group.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 CompensationGovernance and Nominating Committee generally approves compensationannually assesses the effectiveness of the Company’s diversity policy in connection with the selection of individual candidates for directors just priorelection or re-election to the Board. As the Board evolves, racial and ethnic diversity will be an important factor considered in assessing the overall mix of Directors’ meeting followingskills, experience, background and characteristics. We recognize the electionimportance of directors at the annual meetingdiversity and welcome continued dialogue with our investors on this topic.
The Company’s By-Laws allow a stockholder or group of stockholders. Compensation arrangementsstockholders that meet certain criteria and requirements to nominate candidates for directors are effective with each election to the Board of Directors atand have such persons included in the annual meeting. In the past several years, the Compensation Committee has also approved the payment of Annual Stock AwardsCompany’s proxy statement. The basic requirements to be met in order to submit a candidate for election to the directors forBoard utilizing proxy access are that a portionstockholder or group of their overall director compensation. Since director long-term equity incentive awards are granted upon director electionsstockholders comprised of no more than 20 unaffiliated stockholders must have owned at the annual meeting, the timing of director long-term equity incentive awards is not a subjective matter. Annual Stock Awards are fully vested upon grant and the amounts shown in the 2015 Director Compensation table reflect the grant date fair valueleast 3% of the awards actually granted during calendar year 2015 (May 2015outstanding common stock of the Company for all Directors who were elected at least 3 years in order to submit a nominee. The maximum number of nominees is 20% of the Annual Stockholder Meeting). Certain directors may voluntarily electBoard or 2, whichever is greater. If you wish to defer all or a portion of their cash fees in our Active Deferred Compensation Plan. Directors haveutilize the powerCompany’s proxy access process, you must submit the information required under the By-Laws to change their investment options in the Deferred Compensation Plans among the funds listed on page 61 under Non-Qualified Deferred Compensation Plans.
2015 DIRECTOR COMPENSATION
| Name | | Fees Earned or Paid in Cash | | | Stock Awards | | | Total | | (a) | | | (b) | | | | (c) | | | (h) | | Brenda A. Cline | | | $ | 30,185 | | | | $ | 215,839 | | | $ | 246,024 | | Anthony V. Dub | | | $ | 72,000 | | | | $ | 249,971 | | | $ | 321,971 | | V. Richard Eales | | | $ | 77,638 | | | | $ | 249,971 | | | $ | 327,609 | | Allen Finkelson | | | $ | 72,000 | | | | $ | 249,971 | | | $ | 321,971 | | James M. Funk | | | $ | 87,362 | | | | $ | 249,971 | | | $ | 337,333 | | Christopher A. Helms | | | $ | 67,000 | | | | $ | 249,971 | | | $ | 316,971 | | Jonathan S. Linker | | | $ | 71,000 | | | | $ | 249,971 | | | $ | 320,971 | | Mary Ralph Lowe | | | $ | 67,000 | | | | $ | 249,971 | | | $ | 316,971 | | Gregory G. Maxwell | | | $ | 18,353 | | | | $ | 171,454 | | | $ | 189,807 | | Kevin S. McCarthy | | | $ | 74,000 | | | | $ | 249,971 | | | $ | 323,971 | | John H. Pinkerton | | | $ | 60,000 | | | | $ | 249,971 | | | $ | 309,971 |
Columns (d), (e), (f)Company not less than one hundred and (g) covering SARs, Non-Equity Incentive Plan Compensation, Changes in Pension Valuestwenty (120) days nor more than one hundred and all other Compensation, respectively, have been deleted from the SEC-prescribed table format since the directors do not receive any such compensation.
The following table reflects the compensation arrangements for the last two fiscal years. Director compensation was reviewed by the Compensation Committee justfifty (150) days prior to the 2015 annual meeting and establishedfirst anniversary of the compensation arrangementsdate that the Company first distributed its proxy statement to stockholders for the 2015 – 2016 director term. Director Compensation for the 2016 – 2017 term will be determined at the Board meeting in May 2016 at which time the Board will considerprevious year’s Annual Meeting (i.e. April 2, 2021). Copies of the Company’s financial performance andBy-laws are available on the effect of the sustained low commodity price environment in which the Company is operating.
The Compensation Committee has not awarded additional feesCompany’s website at www.rangeresources.com or upon request addressed to the Chairs ofCompany’s Corporate Secretary. Any questions regarding the Audit, Compensation or Governance and Nominating Committee other thanCompany’s proxy access procedures may be directed to the regular meeting fees paid to all directors. After a discussion with the Board of Directors, the Compensation Committee concluded that the preparation time for each meeting and carrying out each committee’s responsibilities generally was shared by all the directors on the committee. In addition, since the Chair responsibilities were shared among the directors as a whole, no special fees associated with chairing a committee would be granted.
| | | Rates in Effect | | Non-Employee Director Forms of Compensation* | | | 2015 – 2016 Term | | | | 2014 – 2015 Term | | Chairman Cash Annual retainer | | | $ | * | | | | $ | * | | Lead Independent Director Cash Annual retainer | | | $ | 70,000 | | | | $ | 70,000 | | Non-Employee Director Cash Annual retainer | | | $ | 50,000 | | | | $ | 50,000 | | Board or Committee cash fee for each meeting | | | $ | 1,000 | | | | $ | 1,000 | | Annual Stock Awards each | | | | 4,284 | | | | | 2,822 | | Grant date fair value of Annual Stock Awards | | | $ | 58.35 | | | | $ | 88.58 |
* | Not payable to Mr. Ventura. |
The following table provides summary information of the compensation paid to each director during 2015 based upon the rates of compensation in effect for 2015 shown in the table above. Mr. Ventura does not receive any separate compensation for his service on the Board of Directors. The Compensation Committee continues 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.
Company’s Corporate Secretary. RANGE RESOURCES CORPORATION - -20162021 Proxy Statement 22 20 | | | Cash Compensation | | Director | | Annual Retainer | | | Meeting Fees(1) | | Brenda A. Cline | | $ | 24,185 | | | $ | 6,000 | | Anthony V. Dub | | $ | 50,000 | | | $ | 22,000 | | V. Richard Eales(2) | | $ | 57,638 | | | $ | 20,000 | | Allen Finkelson | | $ | 50,000 | | | $ | 22,000 | | James M. Funk(2) | | $ | 62,362 | | | $ | 25,000 | | Christopher A. Helms | | $ | 50,000 | | | $ | 17,000 | | Jonathan S. Linker | | $ | 50,000 | | | $ | 21,000 | | Mary Ralph Lowe | | $ | 50,000 | | | $ | 17,000 | | Gregory G. Maxwell | | $ | 15,353 | | | $ | 3,000 | | Kevin S. McCarthy | | $ | 50,000 | | | $ | 24,000 | | John H. Pinkerton | | $ | 50,000 | | | $ | 10,000 |
(1) | While Directors do receive a meeting fee for meetings where they are in attendance, directors are not compensated for any actions taken by Unanimous Written Consent. | (2) | The Board, based on a recommendation of the Compensation Committee, has awarded the Lead Independent Director an additional $20,000 per year for a total of $70,000 per year, plus $1,000 per meeting of a committee attended by the Lead Independent Director when the Lead Independent Director is not in attendance as a member of the committee. Because each of Messrs. Eales and Funk served as Lead Independent Director during 2015, this additional retainer amount for 2015 was paid to each of these two directors on a pro-rated basis. |
The following table reflects the number of SARs held by each director as of December 31, 2015 and the corresponding weighted average grant price of the awards. The current awards are fully vested upon grant and have a five-year expiration term.
| | | SARs Outstanding | | | | | Number | | | Weighted Average
Grant Price | | Brenda A. Cline | | | — | | | $ | — | | Anthony V. Dub | | | 14,639 | | | $ | 62.17 | | V. Richard Eales | | | 14,639 | | | $ | 62.17 | | Allen Finkelson | | | 14,639 | | | $ | 62.17 | | James M. Funk | | | 14,639 | | | $ | 62.17 | | Christopher A. Helms | | | — | | | $ | — | | Jonathan S. Linker | | | 14,639 | | | $ | 62.17 | | Mary Ralph Lowe | | | 3,959 | | | $ | 77.88 | | Gregory G. Maxwell | | | — | | | $ | — | | Kevin S. McCarthy | | | 14,639 | | | $ | 62.17 | | John H. Pinkerton | | | 361,423 | | | $ | 62.69 |
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. Subject to the approval of the Board of Directors, we pay for spouses to accompany our directors to certain Board of Director meetings and functions.
CORPORATE GOVERNANCECorporate Governance We are committed to having sound and strong corporate governance principles. We believe having such principles and using them in the daily conduct of our business is essential to running our business efficiently and to maintaining our integrity in the marketplace and among the Company’s various constituents, including the public and you, our stockholders. A summary of key The Board continually reviews evolving best practices in governance matters are noted in the table below:
Size of board | | 12* | | Code of business conduct and ethics | | Yes | Number of non-management directors | | 11* | | Corporate governance guidelines | | Yes | Number of independent directors | | 10* | | Disclosure Committee for financial reporting | | Yes | Majority voting for directors | | Yes | | Board and Audit Committee risk oversight | | Yes | Classified board | | No | | Compensation risk assessment | | Yes | Independent lead director | | Yes | | Review of related party transactions | | Yes | Diverse board skills and experience | | Yes | | Non-hedging and pledging policies | | Yes | Annual board, committee and director evaluations | | Yes | | Clawback policy | | Yes | Annual equity grants to directors | | Yes | | Management and director stock ownership guidelines | | Yes |
*Assuming the election of the nine nominees recommended for election at the May 2016 Annual Stockholder meeting, the size of the Board will be 9, theand seeks input from Range’s stockholders through our ongoing stockholder engagement program. Our website contains a number of non-management directors will be 8 and the numberdocuments, available free of independent directors will be 8.
RANGE RESOURCES CORPORATION -2016 Proxy Statement 23charge, that are helpful to your understanding of our corporate governance practices, including:
• Corporate Governance Guidelines; • Certificate of Incorporation; • By-laws (including proxy access); • Board Committee Charters; • Code of Business Conduct and Ethics and information about how to report concerns; • Background and Experience of our Board; • Background and Experience of Senior Management; and • Stock ownership guidelines. A summary of key governance highlights are noted below: 
| Director retirement age of 75 |
| Corporate governance guidelines |
| Ability of stockholders to act by written consent |
| Stockholders have the right to proxy access |
| Ability of stockholders to call special meetings |
| Board and Audit Committee risk oversight |
| Majority voting for directors |
| Compensation risk assessment |
| Annual election of all directors |
| Review of related party transactions |
| Diverse board skills and experience |
| Non-hedging and pledging policies of Company stock |
| Annual board, committee and director evaluations |
| Clawback policy |
| Stockholder outreach to 67% of outstanding shares before the 2021 Annual Meeting |
| Management and director stock ownership guidelines |
| Code of business conduct and ethics |
| Executive sessions of independent directors held at each regularly scheduled Board Meeting. |
Board Overview • Independent Chairman of the Board; • Active engagement by all directors; • 6 of our 7 director nominees are independent; and • All members of the Audit Committee, the Governance and Nominating Committee and the Compensation Committee are independent. Chairman and CEO Roles At different times in the Company’s history, the positions of chairman and chief executive officer have been split or combined as circumstances have warranted. The Board recognizes that no single leadership structure is right for all companies at all times. Accordingly, annually the Board may elect as Chairman any member of the Board, including the CEO. Currently, the Chairman is independent. The Chairman of the Board presides at the Board meetings and meetings of stockholders and his responsibilities include, among other things: • Call meetings of the independent directors and chair executive sessions of the Board at which no members of management are present; • Approve the agendas for Board meetings; • Propose a schedule of Board meetings and the information to be provided by management for Board consideration; • Recommend the retention of consultants who report directly to the Board; • Assist in assuring compliance with the Corporate Governance Guidelines and recommend revisions to the policies; • Evaluate, along with the other independent directors, the performance of the Chief Executive Officer; • Consult with Board members as to recommendations on membership and chairpersons of Board committees and discuss recommendations with the Corporate Governance and Nominating Committee; • Communicate the views of the independent directors and the Board committees with respect to objectives set for management by the Board; and • Serve as a liaison between the Board and Range’s stockholders. RANGE RESOURCES CORPORATION -2021 Proxy Statement 21
Back to Contents Attendance The Board of Directors met eight times in 2020. Each director attended at least 75% of the meetings held by the Board and the committees on which he or she served during the year. Directors are expected to attend all meetings of stockholders, the Board and the committees which they serve. All of our directors attended the 2020 Annual Meeting of Stockholders. Executive Sessions of Non-Employee Directors Non-employee directors ordinarily meet in executive session without management present at each regularly scheduled Board meeting and may meet at other times at the discretion of the Chairman or at the request of any non-employee director. Review and Approval of Related Person Transactions Our Governance and Nominating Committee Charter includes a provision regarding the review and approval of related person transactions. Our Governance and Nominating Committee is charged with reviewing transactions which would require disclosure under our filings under the Exchange Act, and related rules, as a related person transaction, and making a recommendation to our Board regarding the initial authorization or ratification of any such transaction. If our Board of Directors considers ratification of a related person transaction and determines not to ratify the transaction, management is required to make all reasonable efforts to cancel or annul such transaction. In determining whether or not to recommend the approval or ratification of a related person transaction, our Governance and Nominating Committee will consider the relevant facts and circumstances including, if applicable: • whether there is an appropriate business justification for the transaction; • the benefits that accrue to us as a result of the transaction; • the terms available to unrelated third parties entering into similar transactions; • the impact of the transaction on a director’s independence (in the event the related person is a director, an immediate family member of a director or an entity in which a director is a partner, stockholder or executive officer); • the availability of other sources for comparable products or services; • whether it is a single transaction or a series of ongoing, related transactions; and • whether entering into the transaction would be consistent with our Code of Business Conduct and Ethics. No related person transaction in an amount exceeding $120,000 occurred during 2020. Code of Business Conduct and Ethics We have a written Code of Business Conduct and Ethics which is applicable to all of our directors and employees including our principal executive officer and our principal financial officer. We intend to post amendments to and waivers, if any, from our code of ethics (to the extent applicable to our principal executive and financial officers and directors) on our website at http://www.rangeresources.com under the section titled “Corporate Governance.” The latest change to our Code of Business Conduct and Ethics was posted February 20, 2013. The Code of Business Conduct and Ethics was reviewed by our Board of Directors and our Governance and Nominating Committee in 2016. All of our directors acknowledge annually that they have reviewed and are in compliance with the Code of Business Conduct and Ethics.2020. Board and Committee Independence
Our Board of Directors has considered the issue of director independence and determined that, except for Mr. Jeffrey L. Ventura, our current Chairman, President & Chief Executive Officer, none of the current directors standing for election, specifically, Brenda A. Cline, Anthony V. Dub, Allen Finkelson, James M. Funk, Christopher A. Helms, Mary Ralph Lowe, Gregory A. Maxwell and Kevin S. McCarthy, have a material relationship with our Company (either directly or as a partner, stockholder or officer of an organization that has a relationship with us) and each of these directors is independent within the meaning of our director independence standards. Our director independence standards are included in our Code of Business Conduct and Ethics, available under the Corporate Governance section of our website at http://www.rangersources.com. Our director independence standards reflect the standards required by the NYSE, and SEC rules as currently in effect. Furthermore, our Board of Directors has determined that each of the current members of each of the committees, has no material relationship with us (directly or as a partner, stockholder or officer of an organization that has a relationship with us) and is “independent” within the meaning of our director independence standards.
Risk Oversight by the Board As partA summary of the allocation of general risk oversight function ofamong management, the Board and its Committees is as follows:
RANGE RESOURCES CORPORATION -2021 Proxy Statement 22
Back to Contents The Board’s role in risk oversight recognizes the Audit, Compensationmultifaceted nature of risk management. It is a control and Governancecompliance function, but it also involves strategic considerations in normal business decisions, finance, security, cybersecurity, safety, health and Nominating Committees, the Directors of the Company evaluate the risks of the Company and oversee such risk identification and evaluation. environmental concerns. The Board regularly discusses the issues, both internally and externally, that could present risks in the success and growth of the Company including financial risks, operational risks, regulatory risks and other risks inherent in the operation of the Company and created or which could be created by internal or external factors. Among the issueshas empowered its Committees with risk oversight responsibilities. However, the Board regularly considers are risks associated with regulation (or potential regulation) ofretains the Company’s operations and the environmental issues associated with the Company’s operations. The Company’s Board of Directors retains oversight of environmental, health and safety issues and any related social concerns that might arise from the Company’s operations rather than delegating that responsibility to a Committeecommittee of the Board. As stewardsEach of our stockholders’ capital,the Committees meets regularly with management to review, as appropriate, compliance with existing policies and procedures and to discuss change or improvement that may be required or desirable. In addition, the Board believes that the concerns of third party constituents, especially the communities in which we operate, are integral to the Company’s overall continuing performancereceives regular and the protectiondetailed reports from management covering cybersecurity and creation of stockholder value. Accordingly, the Board provides direct oversight of the Company’s policies and performance with regard to environmental, health and safety and any other related third party concerns by conducting regular reviews of the Company’s management of and strategic approach to these issues, including providing feedback to management concerning the Company’s reporting and external communications with respect to these issues. Additionally, when undertaking a major business decision, the Board takes into consideration any impact such decision might have on these issues. risks involving technology. The Audit Committee plays a central role in the Board’s oversight of internal risks, by evaluating the Company’s financial reporting, by supervising the internal audit function, interfacing with the independent auditor, regularly communicating with the Chief Financial Officer and other members of management, monitoring the Company’s compliance programs, including the Company’s third party anonymous hotline for the notification of compliance concerns, supervising the investigation of any alleged financial fraud, monitoring the Company’s internal risk forums and the Company’s enterprise risk management program (the responsibility for which the Audit Committee shares with the Board). The Compensation Committee considers the possible risk implications of the Company’s various compensation programs and plans and monitors the elements of such compensation programs so that risk in the behavior of the employees of the Company, including its Senior Executives,our NEOs, is considered in such policies and programs.programs and do not incentivize excess risk taking. The Governance and Nominating Committee is responsible for the oversight of the Company’s governance processes and monitors those processes, including the Company’s Code of Business Conduct and Business Ethics, compliance function, Board Committee Charters and Board annual evaluations, to evaluate their effectiveness in avoiding the creation of risk to the Company and providing for proper and effective governance of the Company. While the Board and its committees oversee risk management, Range management is responsible for managing risk. We have a robust enterprise risk management process for identifying, assessing and managing risk and monitoring risk mitigation strategies. Under the leadership of our Principal Accounting Officer, a committee of officers and senior managers work across the business to manage each enterprise level risk and to identify emerging risks and the results are reported annually to the Board. Our commitment to acting responsibly and ethically guides our work each day, influencing every aspect of our operations from the boardroom to the well pad. We are committed to operating in a sustainable manner and proactively working with the communities where we operate to ensure that our team can deliver long-term, sustainable value to our stockholders, business partners and community members, all while protecting the environment and creating economic opportunity. ReviewRange has maintained a constructive dialogue over the past years with many of our stockholders and Approvalother stakeholders as we continuously seek to be responsive to those who are interested in matters of Related Person Transactions
corporate responsibility, which includes our public health and safety, as well as environmental stewardship and sustainability performance. Our Governance and Nominating Committee Charter includes a provision regardingcorporate sustainability (“CS”) strategy is guided by the review and approval of related person transactions. Our Governance and Nominating Committee is charged with reviewing transactions which would require disclosure under our filings under the Securities Act of 1933, as amended, or the Exchange Act, and related rules, as a related person transaction, and making a recommendationfollowing four key tenets aimed at delivering long-term, sustainable value to our stockholders, business partners and community members: 1. SafetyLeadership: We uphold the highest standards when it comes to operating in a safe, compliant and ethical manner. Our goal is simple: Provide a safe workplace with zero safety incidents. We work every day to achieve this critical business goal. 2. EnvironmentalStewardship: We are committed stewards of the environment, leveraging new technologies to develop clean-burning natural gas to contribute to broader emission reduction goals and incorporating sustainable practices into our operations. We strive to meet or exceed both expectations and regulatory requirements and seek improvement to guidelines and procedures when we feel the standards are not high enough. 3. CommunityImpact: Our resource development is a partnership, from creating jobs, partnering with local contractors, generating royalties for lessors, to providing significant tax revenues. Range works hard every day to create economic opportunities for our business regions, community members and stockholders. 4. CorporateGovernance: Range and its Board are committed to implementing sound, transparent corporate governance principles that strengthen confidence and trust with our stakeholders. Our Board feels strongly that executing on these key tenets is important to our long-term sustainable growth. As a result, in 2021, 25% of Directors regardingour executive officers’ respective Annual Incentive Awards is tied to goals in the initial authorization or ratificationarea of any such transaction. If our Board of Directors considers ratification of a related person transaction and determines not to ratify the transaction, management is required to make all reasonable efforts to cancel or annul such transaction. In determining whether or not to recommend the approval or ratification of a related person transaction, our Governance and Nominating Committee will consider the relevant facts and circumstances including, if applicable:
CS. RANGE RESOURCES CORPORATION - -20162021 Proxy Statement 24 23
Back to Contents Safety Leadership • Range upholds the highest standards when it comes to operating in a safe, compliant and ethical manner. We ensure each and every one of our employees understands the important roles they play in making safety, one of our core values, a top priority. • (i) whether thereRange is an appropriate business justificationopen and proactive in our efforts to mitigate safety incidents and impacts. To measure and continuously improve the Company’s safety and environmental performance, Range uses a data-driven approach to track our progress against our broader safety goals. Range also compares this statistical data against OSHA’s criteria for determining rates for injuries and incidents that result in lost time or restricted duty. In addition, we evaluate our performance against industry peers and other industrial groups, ensuring we are constantly striving for top tier safety performance.
• The company maintains a robust outreach team that works with a variety of stakeholders, including citizens, nongovernmental organizations, local and state government officials, area school districts, and first responders to promote a safe operating environment in the transaction; (ii)communities where we work. • When it comes to safety, our goal is simple, zero safety incidents. Environmental Stewardship • As a dedicated steward of the benefitsenvironment, we focus on incorporating leading sustainability practices into every aspect of our business. Our commitment starts at the top of our organization, with strong board-level engagement and oversight, as well as dedicated reporting metrics on critical environmental, social and governance (ESG) driven matters across the business. • Environmental Compliance is integral to everything we do. We have a team of experts who are responsible for guiding and overseeing the most basic to most complex operating functions of our business. This ensures we are constantly advancing the standards of environmental performance for ourselves and the industry. • At Range, we have a commitment to sustainable operations that accruekeep our people and environment safe. This includes our goal of working toward achieving net zero direct emissions across our operations through innovative emissions-reducing technologies and enhanced emission capture and control on site. Our commitment to uswater recycling and implementation of above-ground water storage and transfer facilities has reduced traffic and associated emissions with our operations, providing a positive impact on our air, water and community alike. • By returning to existing locations and expanding lateral well length, Range has been able to significantly reduce impacted surface use. • Our industry leading water management and recycling program, as well as a resultwater sharing program with other operators helps to reduce well costs and fresh water consumption. The contribution of these programs has allowed us to reuse approximately 150% of our own water production by recycling water produced by other operators. RANGE RESOURCES CORPORATION -2021 Proxy Statement 24
Back to Contents Community Impact • Range has established civic engagement programs that are designed to have long-term positive impacts on organizations within our core operating footprint. The Range corporate partnership platform takes a long-term perspective and aims to build relationships with those who seek to enhance the transaction; (iii)standard of living in our community. This platform is supported by direct monetary investments, collaborations with our non-profit partners and a robust employee volunteerism program. Corporate Governance • Key elements of Range’s corporate governance include Board succession planning, executive and independent leadership on the terms available to unrelated third parties entering into similar transactions; (iv) the impactBoard, Board self-evaluations, Board oversight of the transaction on a director’s independence (in the event the related person is a director, an immediate family member of a director or an entity in which a director is a partner, stockholder or executive officer); (v) the availability of other sources for comparable products or services; (vi) whether it is a single transaction or a series of ongoing, related transactionscorporate responsibility and (vii) whether entering into the transaction would be consistentrisk management processes and company-wide compliance with our Code of Business Conduct and Ethics. No related person transaction in an amount exceeding $120,000 occurred during 2015.Ethics and other company policies. • ConsiderationOther corporate governance highlights are set forth on page 21 of Stockholder Nominees for Directorthis Proxy Statement.
The policy of ourOur Audit Committee, Compensation Committee and Governance and Nominating Committee is to consider stockholder nominations for director candidates as described below under “Identifying and Evaluating Nominees for Directors.” In evaluating such nominations and in evaluating the compositionare each composed of the Board, our Governance and Nominating Committee seeks to achieve a balance of knowledge, experience and capability on our Board of Directors and to address the membership criteria set forth under “Director Qualifications” including diversity. Any stockholder nominations proposed for consideration by our Governance and Nominating Committee should include the nominee’s name and qualifications for Board of Directors membership, meet the requirements set forth in our by-laws and should be addressed to: Corporate Secretary, Range Resources Corporation, 100 Throckmorton Street, Suite 1200, Fort Worth, Texas 76102.
Identifying and Evaluating Board Nominees for Directors, including Diversity Considerations
Our Governance and Nominating Committee uses a variety of avenues to identify and evaluate director nominees.independent directors. The Committee regularly assesses the appropriate size of our Board of Directors and whether any vacancies on our Board of Directors 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 of Directors. 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 Committee also considers any stockholder nominations for candidates for our Board of Directors. 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 does not currently expect to use a paid third-party in identifying potential directors but if it does, it is committed to having any such third party seek candidates from both traditional and non-traditional candidate pools, 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.
Proxy Access Nominees For Director
In response to a stockholder proposal submitted to a vote of the Company’s stockholders in May 2015, the Company’s Board of Directors adopted new provisions of the Company’s by-laws to allow a stockholder or group of stockholders that meet certain criteria and requirements to nominate candidates for election to the Board and have such persons included in the Company’s proxy. The basic requirements to be met in order to submit a candidate for election to the Board utilizing proxy access are that a stockholder or group of stockholders comprised of no more than 20 unaffiliated stockholders must have owned at least 3% of the outstanding common stock of the Company for at least 3 years in order to submit a nominee. The maximum number of nominees is 20% of the Board or 2 which ever is greater. If you wish to utilize the Company’s proxy access process, you must submit the information required under the by-laws to the Company not less than one hundred and twenty (120) days nor more than one hundred and fifty (150) days prior to the first anniversary of the date that the Company first distributed its proxy statement to stockholders for the previous year’s Annual Meeting (i.e. April 8, 2017). Copies of the Company’s by-laws are available on the Company’s website at www.rangeresources. com or upon request addressed to the Company’s Corporate Secretary. Any questions regarding the Company’s proxy access procedures may be directed to the Company’s Corporate Secretary.
RANGE RESOURCES CORPORATION -2016 Proxy Statement 25
Board Structure and Committee Composition
As of the date of this Proxy Statement, our Board of Directors has twelve directors and the following four committees:
• | Audit; | | | • | Compensation; | | | • | Governance and Nominating; and | | | • | Dividend |
The membership during the last fiscal year and the function of eachprimary responsibilities of the committees are described below. Each of the committees operates under a written charter adopted and approved by our Board of Directors. All of the committee charters are available under the Corporate Governance section of our website at http://www.rangeresources.com and are available in printed form upon request by any stockholder. During 2015, our Board of Directors held 10 meetings and acted 2 times by unanimous written consent. The non-management directors met 4 times during 2015 without the employee director. A chart setting forth the number of meetings and actions by unanimous written consent appears below. In 2015, each of our current directors attended at least 75% of the meetings held byFrom time to time, the Board and committees on which the members served during the period the members were on the Board or committee. All Board members who are nominated for election are expected to attend the 2016 Annual Meeting.
| | | | | | | Governance and | | | | Name of Director | | Audit | | Compensation | | Nominating | | Dividend | | Brenda A. Cline | |  | | | | | | | | Anthony V. Dub | | Chair | |  | | | | | | V. Richard Eales | | | | | | | | | | Allen Finkelson | | | | | | Chair | | | | James M. Funk (Lead Independent Director) | | | | | | | | Chair | | Christopher A. Helms | | | | | | | | | | Jonathan S. Linker | | | | | | | | | | Mary Ralph Lowe | | | | | | | | | | Gregory A. Maxwell | | | | | | | | | | Kevin S. McCarthy | | | | Chair | | | | | | John H. Pinkerton | | | | | | | | | | Jeffrey L. Ventura | | | | | | | | | | Number of meetings in 2015 | | 5 | | 6 | | 6 | | — | | Number of Unanimous Written Consents | | — | | 2 | | — | | 4 |
Member
Board Leadership Structure
• | Chairman of the Board: Jeffrey L. Ventura; | | | • | Lead Independent Director: James M. Funk; | | | • | Currently, 10 independent, non-management directors (83% independent); and | | | • | 8 independent, non-management directors (89% independent) nominated for election May 2016. |
While the Company acknowledges that having an officer of the Company as Chairman can present an issue for some companies or some boards, the Company, the Governance and Nominating Committee and the Board do not believe there is any material corporate governance benefit to limiting the position of Chairman of the Boarddelegates additional duties to the non-management directors or only independent directors. The Board considered the advantages and disadvantages to the election of the current CEO to the position of Chairman and determined that it was in the best interest of the Board and the Company to elect Mr. Ventura as Chairman. The Board considered, among other factors, the fact that the Chairman of the Board does not have any enhanced rights as a director, but has the same voting authority as all other directors and the role of Chairman is principally that of presiding at Board meetings and taking the initiative on establishing the proposed agenda for Board meetings, which is a role senior management of the Company would play a significant part in regardless of which director serves as Chairman. Further, the Board has maintained a Lead Independent Director and among the expectations for the Lead Independent Director is for that individual to be involved in setting the agenda for Board meetings as well as facilitating regular communications between the independent members of the Board and the Chairman with regard to their interest in having particular issues or topics addressed in a Board meeting. As a result, input from the independent members of the Board is consistently and regularly considered in developing the Board’s agenda regardless of the Director who serves as Chairman. Additionally, the Board has established a Board calendar which includes a number of regular agenda items to ensure that the Board spends an appropriate amount of time considering the key matters which are important to the growth and development of the Company at regular and established intervals. As a result of these various factors, the Company does not believe there is any corporate governance enhancement or benefit to the Company or its stockholders if it were to require that the Chairman be elected from the non-management or independent members of the Board. Further, the Company has received input from a number of stockholders with large ownership positions in the Company expressing support for Mr. Ventura’s service as Chairman.
RANGE RESOURCES CORPORATION -2016 Proxy Statement26standing committees.
Accordingly, the Board may elect as Chairman any member of the Board, including the CEO as the Board did for 2015. The Company’s Corporate Governance Guidelines ensure that the non-management directors have a Lead Independent Director to chair executive sessions of the Board and to assist with interface between the Chairman and the independent directors when a non-independent director is elected Chairman. Additionally, as previously described, all of the directors of the Company regularly communicate with the Chairman and each other resulting in communication by and among the independent and management members of the Board to facilitate the appropriate functioning of the Board and its committees.
Lead Independent Director
Our lead independent director has the following responsibilities (and also perform any other function the Board may request);
• | Board leadership – provides leadership to the Board in any situation where the Chairman’s role may be, or may be perceived to be, in conflict and also, chairs meetings when the Chairman is absent; | Audit Committee | Meetings in 2020: 6* | • | Leadership of independent director meetings – leads independent director meetings, which take place at least four times per year;Members: Brenda A. Cline (Chair), Margaret K. Dorman, Greg G. Maxwell | | Primary Responsibilities | | Additional meetings – calls additional Board or independent director meetings as needed; | | | • | Chairman – independent director liaison – regularly meets with the Chairman and serves as a liaison between the Chairman and the independent directors; | | | • | Board discussion items – works with the Chairman to propose schedule of discussion items for the Board; | | | • | Board agenda, schedule & information – approves the agenda schedule and information sent to directors for Board meetings; | | | • | Board leadership structure review – oversees the Board’s periodic review and evaluation of its leadership structure; and | | | • | Chairman evaluation – leads the annual evaluation of the Chairman. |
Audit Committee
Anthony V. Dub (chair)
Members: Dub (chair), Cline, Eales, Linker and Maxwell
We have an Audit Committee established in accordance with Rule 10A-3(b) of the Exchange Act. Our Audit Committee assists our Board of Directors in fulfilling its responsibilities for general oversight of the integrity of our financial statements, our compliance with legal and regulatory requirements, the independent auditors’ qualifications and independence, the performance of the internal audit function, risk assessment and risk management, and serves as the primary point of interaction between the Company and our independent registered public accounting firm. Our Audit Committee performs the following functions:
• | prepares the Audit Committee report for inclusion in the annual proxy statement; | | | | annually reviews our Audit Committee charter and our Audit Committee’s performance; | | | | appoints, evaluates and determines the compensation of our independent registered public accounting firm; | | | | reviews and approves the scope of the annual audit,audit; the audit fee and the financial statements; | | | | reviews our disclosure controls and procedures; | | | | reviewssupervises our internal audit function; | | | | functions; | reviews our corporate policies with respect to financial information and earnings guidance; | | | | oversees any investigations into complaints concerning financial matters; and | | | | reviews any risks that may have a significant impact on our financial statements. The Audit Committee members are independent within the meaning of the listing standards of the NYSE, SEC regulations and our Corporate Governance Guidelines and are financially literate. The Board has determined that Ms. Cline is the “audit committee financial expert” within the meaning of the SEC’s regulations. In addition, the other members of the committee, Ms. Dorman and Mr. Maxwell also qualify as a “financial expert” under the applicable standards. * The Committee met with the Company’s internal audit and independent auditor at all six meetings, with and without management present. |
Our Audit Committee works closely with management as well as our independent registered public accounting firm. Our Audit Committee has the authority to obtain advice and assistance from, and receive appropriate funding for, outside legal, accounting or other advisors as our Audit Committee deems necessary to carry out its duties.
All of the members of our Audit Committee are independent within the meaning of SEC regulations, the listing standards of the NYSE and our Corporate Governance Guidelines. Our Board of Directors has determined that each member of the Audit Committee has accounting and related financial management expertise within the meaning of the listing standards of the NYSE. Our Board of Directors had determined and designated Mr. V. Richard Eales as our audit committee financial expert and he is expected to serve as such until May 2016 after which Mr. Gregory Maxwell is expected to be designated as the financial expert as defined in the rules of the SEC. In addition, each of the other members of the Audit Committee, namely Ms. Cline, Mr. Dub, and Mr. Linker, all qualify as a “financial expert” under the applicable standards. Other than Ms. Cline who serves on the Audit Committee of Tyler Technologies, Inc., no member of our Audit Committee serves on the audit committee of any other public company. The report of our Audit Committee is included in this Proxy Statement.
RANGE RESOURCES CORPORATION - - 20162021 Proxy Statement 2725
Back to Contents Members: Steve D. Gray (Chair), James M. Funk, Steffen E. Palko | Primary Responsibilities | • Compensation Committee
Kevin S. McCarthy (chair)
Members: McCarthy (chair), Dub, Eales and Finkelson
Our Compensation Committee performs the following functions:
• | discharges our Board of Director’s responsibilities relating to compensation of our executives and directors; | | | | produces an annual report on executive compensation for inclusion in our proxy statement; | | | | provides oversight of our compensation structure, including our equity compensation plans and benefits programs; | | | | reviews and provides guidance on our human resourceresources programs; | | | | provides guidance on succession planning for our senior management; | | | | retains and approves the terms of the retention of any compensation consultants and other compensation experts; | | | | evaluates human resources and compensation strategies and oversees our total incentive compensation program including considering the risks associated with such programs; | | | | reviews and approves objectives relevant to executive officer compensation and evaluates performance; | | | | determines the compensation of executive officers in accordance with those objectives; | | | | approves and amends our incentive compensation and equity award or share-based payment programsprogram (subject to stockholder approval, if required); | | | | recommends director compensation to our Board of Directors; | | | | monitors director and executive stock ownership; and | | | | annually evaluates its performance and its charter. All of the members of our Compensation Committee are independent within the meaning of the listing standards of the NYSE, SEC regulations and our Corporate Governance Guidelines. The report of our Compensation Committee is included in this Proxy Statement. The Compensation Committee’s Charter was prepared by the Compensation Committee and approved by the Governance and Nominating Committee and the Board of Directors. |
All of the members of our Compensation Committee are independent within the meaning of the listing standards of the NYSE, SEC regulations and our Corporate Governance Guidelines. The report of our Compensation Committee is included in this Proxy Statement. The Compensation Committee’s Charter was prepared by the Compensation Committee and approved by the Governance and Nominating Committee and the Board of Directors.
Governance and Nominating Committee
Allen Finkelson (chair)
Members: Finkelson (chair), Helms, Linker, Lowe and McCarthy
Our Governance and Nominating Committee performs the following functions:
• | | Governance and Nominating Committee | Meetings in 2020: 2 | Members: James M. Funk (Chair), Brenda A. Cline, Margaret K. Dorman | Primary Responsibilities | • identifies individuals qualified to become directors (including receiving and considering stockholder suggested nominees) consistent with criteria approved by our Board of Directors; | | | | oversees the organization of our Board of Directors to discharge our Board of Directors’ duties and responsibilities properly and efficiently; | | | | reviews, when necessary, any potential Related Person Transactionrelated person transaction of our Company; | | | | identifies best practices and recommends corporate governance principles to our Board, of Directors, including giving proper attention and making effective responses to stockholder concerns regarding corporate governance; | | | | annually assesses the size and composition of our Board of Directors including the diversity of the Board; | | | | develops membership qualifications for our Board committees; | | | | determines director independence; | | | | monitors compliance with our Board of Directors and our Board committee membership criteria; | | | | annually reviews and recommends directors for election to the Board; | | | | reviews governance-related stockholder proposals and recommends our Board of Directors’ response; and | | | | oversees the evaluation of our Board of Directors and management, including succession. |
All of the members of the Governance and Nominating Committee are independent within the meaning of the listing standards
All of the members of the Governance and Nominating Committee are independent within the meaning of the listing standard of the NYSE, SEC regulations and our Corporate Governance Guidelines. | |
| | Dividend Committee | | Members: Greg G. Maxwell (Chair), Jeffrey L. Ventura | Primary Responsibilities | • The Dividend Committee is authorized to declare and set the record and payment dates of dividends in accordance with Board of Directors’ directives and established dividend policy. In January 2020, the Board suspended the dividend on our common stock. |
RANGE RESOURCES CORPORATION - -20162021 Proxy Statement 26
Back to Contents Director compensation is set by the Compensation Committee after working with its independent compensation consultant and a review of a peer group of companies (the “Peer Group”). 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. In the past several years, 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. 28CASHCOMPENSATION
The following are the annual cash retainers and fees we paid to our non-employee directors for the 2020-2021 term: Type of Fee | | Amount | Annual Board Retainer | $ | 75,000 | Additional Retainer for Chairman | $ | 180,000 | Additional fee for Audit Committee Chair | $ | 20,000 |
Directors do not receive meeting fees for attendance at Board or Committee meetings. EQUITY-BASEDCOMPENSATIONANDSTOCKOWNERSHIPREQUIREMENTS Back | For 2020, non-employee directors received an annual restricted stock award valued at $180,000. In addition, the Chairman received additional restricted stock award valued at $85,500. Non-employee directors may defer all or a portion of their cash fees and their stock awards in our Active Deferred Compensation Plan. Directors have the power to Contentschange their tracking investment options in the Deferred Compensation Plan among the funds listed on page 58. Beginning in May 2020, Annual Stock Awards are fully vested one year from the date of grant or upon the director’s departure from our Board. If a director has not achieved the required level of share ownership, the director is required to retain an amount equal to 50% of the shares received as a result of any equity awards granted to the director by the Company until he or she is in compliance with the stock ownership policy. A director must continue to retain shares in the amount required for as long as the director serves on the Board. As of the date of this Proxy Statement, all of our directors except Mr. Maxwell, are in compliance with the stock ownership guidelines and he is currently required to retain a minimum of 50% of each award. The requirement to retain 50% was established to allow limited sales as necessary to satisfy tax withholding obligations. |
Dividend Committee
2020DIRECTORCOMPENSATION James M. Funk (chair)
Members: Funk (chair), Pinkerton
Name | Fees Earned or
Paid in Cash(1) | Stock Awards(2) | Total | (a) | (b) | (c) | (h) | Brenda A. Cline | $ | 95,000 | $ | 180,000 | $ | 275,000 | Margaret K. Dorman | $ | 75,000 | $ | 180,000 | $ | 255,000 | James M. Funk | $ | 75,000 | $ | 180,000 | $ | 255,000 | Steve D. Gray | $ | 75,000 | $ | 180,000 | $ | 255,000 | Greg G. Maxwell | $ | 255,000 | $ | 265,500 | $ | 520,500 | Steffen E. Palko | $ | 75,000 | $ | 180,000 | $ | 255,000 | Columns (d), (e), (f) and (g) covering stock appreciation rights (“SARs”), Non-Equity Incentive Plan Compensation, Changes in Pension Values and all other Compensation, respectively, have been deleted from the SEC-prescribed table format because the directors do not receive any such compensation. | (1) Reflects annual cash retainer and committee chair retainer paid or earned by our non-employee directors. (2) Reflects the aggregate fair value for restricted stock awarded to our non-employee directors which are fully vested one year from the date of grant. Each non-employee director received an award of 33,457 shares of restricted stock on May 13, 2020. Mr. Maxwell, as Chairman, received 49,349 shares of restricted stock on May 13, 2020. |
The Dividend Committee is authorizedGovernance and Nominating and Compensation Committees continue to declaremonitor the activities and settime responsibilities of each director to determine if a change in circumstances would warrant a change in the record and payment dates of dividends in accordance with Board of Directors’ directives and established dividend policy. Executive Sessions
Executive sessions of non-managementdirector fee structure. The directors are generally held at each regularly scheduled Board meeting. The sessionsreimbursed for their travel and out-of-pocket expenses in connection with their duties as a director. In addition, the directors are scheduled and chaired by the Lead Independent Director, currently Mr. Funk. Any non-management director can request that an executive session be scheduled. During 2015, four executive sessionsallowed 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 Board were held by the non-management directors.
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. RANGE RESOURCES CORPORATION - -20162021 Proxy Statement 2927
Back to Contents Compensation Committee Interlocks and Insiders Participation OurThe Compensation Committee of our Board of Directors during theat fiscal year ended December 31, 2015,2020, consisted of Messrs. Dub, Eales, FinkelsonFunk, Gray, and McCarthy.Palko. None of the members of the Compensation Committee were at any time during 20152020 an officer or employee of the Company. None of our executive officers serve as a member of a board of directors or a compensation committee of any entity that has one or more executive officers serving as a member of our Board or Compensation Committee.
Stock Ownership-Directors, Management and Certain Beneficial Owners The following table shows, as of March 24, 2016,26, 2021, the number of shares of common stock “beneficially owned,” as determined in accordance with Rule 13d-3 under the Exchange Act, by the Named Executive Officers,directors, the directorsNEOs, and all senior executive officers and directors, as a group: | | | Number of Common Shares Beneficially Owned | | Shares in | | | Total | | | | | | | | Shares | | | Shares in | | | | | | Shares | | | | | | Deferred | | | Common | | | Percent of | | | | | Directly | | | IRA/ 401(k) | | | | | | Owned by | | | Percent of | | | Compensation | | | Shares | | | Outstanding | | | | | Owned | | | Accounts | | | SARs(a) | | | Family(b) | | | Class | | | Plans | | | Controlled | | | Shares | | | Brenda A. Cline | | | 4,608 | | | | — | | | | — | | | | — | | | | * | | | | — | | | | 4,608 | | | | * | | | Anthony V. Dub | | | 101,897 | | | | — | | | | — | | | | — | | | | * | | | | 7,106 | | | | 109,003 | | | | * | | | V. Richard Eales | | | 143,620 | | | | — | | | | — | | | | — | | | | * | | | | 9,727 | | | | 153,347 | | | | * | | | Allen Finkelson | | | 75,000 | | | | — | | | | — | | | | — | | | | * | | | | 9,727 | | | | 84,727 | | | | * | | | James M. Funk | | | 5,970 | | | | — | | | | — | | | | — | | | | * | | | | 20,126 | | | | 26,096 | | | | * | | | Christopher A. Helms | | | 7,476 | | | | — | | | | — | | | | — | | | | * | | | | — | | | | 7,476 | | | | * | | | Jonathan S. Linker | | | 37,124 | | | | — | | | | — | | | | — | | | | * | | | | 9,727 | | | | 46,851 | | | | * | | | Mary Ralph Lowe | | | 9,962 | | | | — | | | | — | | | | 3,000 | | | | * | | | | — | | | | 12,962 | | | | * | | | Greg G. Maxwell | | | 4,756 | | | | — | | | | — | | | | — | | | | * | | | | — | | | | 4,756 | | | | * | | | Kevin S. McCarthy | | | 23,897 | | | | | | | | — | | | | — | | | | * | | | | 31,319 | | | | 55,216 | | | | * | | | John H. Pinkerton | | | 390,343 | | | | 181,798 | | | | — | | | | 40,261 | | | | * | | | | 817,882 | | | | 1,430,284 | | | | 0.8 | % | | Jeffrey L. Ventura | | | 294,151 | | | | 3,493 | | | | — | | | | — | | | | * | | | | 383,943 | | | | 681,587 | | | | * | | | Roger S. Manny(c) | | | 122,912 | | | | 2,103 | | | | — | | | | — | | | | * | | | | 247,103 | | | | 372,118 | | | | * | | | Ray N. Walker | | | 21,751 | | | | 4,628 | | | | — | | | | — | | | | * | | | | 141,696 | | | | 168,075 | | | | * | | | Chad L. Stephens(c) | | | 128,346 | | | | 12,558 | | | | — | | | | 64,279 | | | | * | | | | 91,577 | | | | 296,760 | | | | * | | | David P. Poole | | | 19,434 | | | | 4,697 | | | | — | | | | — | | | | * | | | | 73,194 | | | | 97,325 | | | | * | | | All directors and executive officers as a group (20 individuals) | | | 1,426,478 | | | | 267,068 | | | | — | | | | 109,070 | | | | 1.1 | % | | | 2,196,996 | | | | 3,999,612 | | | | 2.4 | % |
* | Less than one percent | (a) | Includes shares that may be purchased under currently exercisable SAR awards or SAR awards exercisable within 60 days. | (b) | Individuals disclaim beneficial ownership. | (c) | Mr. Stephens’ directly owned shares include 82,425 shares which serve as collateral for a credit line under Regulation U with a financial services company however as of March 24, 2016, the amount drawn under the credit line was less than 24% of the value of Mr. Stephens’ total shares of stock in the Company. The Company had adopted a policy limiting the amount of equity held by an officer which can be pledged as security for a credit line and Mr. Stephens’ pledged shares are below the limit established by the Company. |
| Total Common Shares Beneficially Owned | Shares in Deferred Compensation Plans(e) | Total Common Shares Controlled | Percent of Outstanding Shares | Shares Directly Owned | Shares in IRA/ 401(k) Accounts | Shares Owned by Family(d) | Percent of Class | Brenda A. Cline(a) | 89,121 | — | — | * | — | 89,121 | * | Margaret K. Dorman(a) | 90,690 | — | — | * | — | 90,690 | * | James M. Funk | 22,942 | 39,000 | — | * | 87,667 | 149,609 | * | Steve D. Gray(a)(b) | 232,313 | — | — | * | — | 232,313 | * | Greg G. Maxwell | 43,790 | — | — | * | 80,401 | 124,191 | * | Steffen E. Palko(a) | 1,033,457 | — | — | * | — | 1,033,457 | * | Jeffrey L. Ventura(c) | 729,725 | 3,585 | — | * | 1,597,444 | 2,330,754 | * | Mark S. Scucchi(c) | 46,711 | 37,791 | — | * | 486,530 | 571,032 | * | Dennis L. Degner(c) | 40,381 | — | — | * | 534,528 | 574,909 | * | Alan W. Farquharson(c) | 135,602 | 6,302 | 4,824 | * | 584,908 | 731,636 | * | David P. Poole(c) | 159,094 | 28,162 | — | * | 799,708 | 986,964 | * | All directors and senior executive officers as a group (13 individuals) | 2,725,976 | 130,960 | 4,824 | 1.1% | 4,890,884 | 7,752,644 | 3.0% | (a) Includes unvested restricted stock of: Ms. Cline - 33,457; Ms. Dorman - 33,457; Mr. Gray - 33,457; Mr. Palko - 33,457. (b) Included 150,000 shares held by SD Gray Partnership LP which Mr. Gray owns 50% and his wife owns 50%. (c) Does not include target performance share units that are subject to performance and vesting to the extent certain performance objectives are achieved of: Mr. Ventura - 665,407; Mr. Scucchi - 485,891; Mr. Degner - 452,275; Mr. Farquharson - 40,782; Mr. Poole - 67,188. (d) Individuals disclaim beneficial ownership. (e) Includes unvested restricted stock of: Mr. Funk - 33,457; Mr. Maxwell - 49,349; Mr. Ventura - 206,897; Mr. Scucchi - 355,997; Mr. Degner - 378,348; Mr. Farquharson - 101,035; Mr. Poole - 166,487. | |
RANGE RESOURCES CORPORATION - -20162021 Proxy Statement 3028
Back to Contents Security Ownership of Certain Beneficial Owners The following table reflects the beneficial ownership of our common stock based upon the 169,744,170255,684,829 common shares outstanding as of March 24, 201626, 2021 by (i) each person known to us to be the beneficial owner of more than 5% of the outstanding shares of our common stock, and (ii) all of our directors and executive officers as a group.stock. Unless otherwise indicated, to our knowledge, each stockholder has sole voting and dispositive power with respect to the securities beneficially owned by that stockholder and no such securities were subject to a pledge. Name and address of Beneficial Owner | Common Stock | Number of Shares
Beneficially
Owned | | Percent of
Class | | Sole Voting
Shares | Shared
Voting
Shares | Sole
Investment
Shares | Shared
Investment
Shares | BlackRock, Inc. | 37,165,801 | (1) | 14.5 | % | 36,758,198 | — | 37,165,801 | — | The Vanguard Group | 27,116,592 | (2) | 10.6 | % | — | 242,125 | 26,670,497 | 446,095 | State Street Corporation State Street Financial Center | 15,759,774 | (3) | 6.2 | % | — | 12,487,303 | — | 15,759,774 | Dimensional Fund Advisors LP | 15,236,922 | (4) | 5.9 | % | 15,061,113 | — | 15,236,922 | — | SailingStone Capital Partners LLC One California Street, 30th Floor San Francisco, CA 94111 | 14,904,506 | (5) | 5.8 | % | 14,904,506 | — | 14,904,506 | — | (1) Based on Schedule 13G/A filed with the SEC dated February 19, 2021. (2) Based on Schedule 13G filed with the SEC dated January 26, 2021. (3) Based on Schedule 13G/A filed with the SEC dated February 10, 2021. (4) Based on Schedule 13G filed with the SEC dated February 10, 2021. | (5) Based on Schedule 13G/A filed with the SEC dated February 12, 2021. |
| | | Common Stock | | | | | Number of Shares | | | Percent | | | Name and address of Beneficial Owner | | Beneficially Owned | | | of Class | | | All directors and executive | | | | | | | | | | officers as a group (20 individuals) | | | | | | | | | | c/o Range Resources Corporation, | | | | | | | | | | 100 Throckmorton Street, Suite 1200, | | | | | | | | | | Fort Worth, Texas 76102 | | | 1,802,616 | (1) | | | 1.1 | % | | Sailingstone Capital Partners LLC . | | | | | | | | | | One California Street, 30thFloor | | | | | | | | | | San Francisco, CA 94111 | | | 17,049,153 | (2) | | | 10.1 | % | | Sanders Capital, LLC | | | | | | | | | | 390 Park Avenue, 17thFloor | | | | | | | | | | New York, New York 10022 | | | 16,996,079 | (3) | | | 10.0 | % | | Capital Research Global Investors | | | | | | | | | | 333 South Hope Street. | | | | | | | | | | Los Angeles, CA 90071 | | | 15,581,143 | (4) | | | 9.2 | % | | The Vangaurd Group Inc. | | | | | | | | | | 100 Vangaurd Blvd | | | | | | | | | | Malvern, PA 19355 | | | 14,378,770 | (5) | | | 8.5 | % | | Viking Global Investors LP. | | | | | | | | | | 55 Railroad Avenue | | | | | | | | | | Greenwich, Connecticut 06830 | | | 11,588,198 | (6) | | | 6.8 | % | | BlackRock Inc. | | | | | | | | | | 55 East 52ndStreet | | | | | | | | | | New York, New York 10055 | | | 11,287,558 | (7) | | | 6.7 | % | | State Street Corp | | | | | | | | | | State Street Financial Center | | | | | | | | | | One Lincoln Street | | | | | | | | | | Boston, MA 02111 | | | 10,159,177 | (8) | | | 6.0 | % | | Manning & Napier Advisors LLC | | | | | | | | | | 290 Woodcliff Drive | | | | | | | | | | Fairport, NY 14450 | | | 9,786,025 | (9) | | | 5.8 | % |
(1) | The above table describes the nature of the shares of common stock owned by each director and each of the five Named Executive Officers (as defined in the section of this Proxy Statement entitled “Executive Compensation — Summary Compensation Table”) and all directors and executive officers as a group. Our common stock owned by these individuals within our deferred compensation plans are not considered beneficially owned under the SEC regulations covering the disclosure of beneficial ownership in this section due to the shares being held in a rabbi trust. | (2) | Based on Schedule 13G filed with the SEC dated January 14, 2016. The filing indicated sole voting power for 17,049,153 shares, shared voting power for 0 shares, sole dispositive power for 17,049,153 and shared dispositive power for 0 shares. | (3) | Based on Schedule 13G filed with the SEC dated March 14, 2016. The filing indicates sole voting power for 6,629,136 shares, shared voting power for 0 shares, sole dispositive power of 16,996,079 shares and shared dispositive power of 0 shares. | (4) | Based on Schedule 13G filed with the SEC dated February 16, 2016. The filing indicated sole voting power for 15,581,143 shares, shared voting power for 0 shares, sole dispositive power for 15,581,143 and shared dispositive power for 0 shares. Capital Research Global Investors is deemed to be a beneficial owner of such securities; however, Capital Research Global Investors expressly disclaims that it is, in fact the beneficial owner of such securities. | (5) | Based on Schedule 13G/A filed with the SEC dated February 10, 2016, The filing indicates sole voting power for 310,856 shares, shared voting power for 15,700 shares, sole dispositive power of 14,051,656 shares and shared dispositive power of 327,114 shares. | (6) | Based on Schedule 13G filed with the SEC dated January 16, 2016. The filing indicates sole voting power for 0 shares, shared voting power for 11,588,198 shares, sole dispositive power of 0 shares and shared dispositive power of 11,588,198 shares. | (7) | Based on Schedule 13G/A filed with the SEC dated February 10, 2016. The filing indicates sole voting power for 9,870,548 shares, shared voting power for 0 shares, sole dispositive power of 11,287,558 shares and shared dispositive power of 0 shares. | (8) | Based on Schedule 13G filed with the SEC dated February 16, 2016. The filing indicates sole voting power for 0 shares, shared voting power for 10,159,177 shares, sole dispositive power of 0 shares and shared dispositive power of 10,159,177 shares. | (9) | Based on Schedule 13G filed with the SEC dated January 12, 2016. The filing indicates sole voting power for 8,188,375 shares, shared voting power for 0 shares, sole dispositive power of 9,786,025 shares and shared dispositive power of 0 shares. |
Delinquent Section 16(a) Beneficial Ownership Reporting ComplianceReports Section 16(a) of the Exchange Act requires our directors, and executive officers and persons who ownany person beneficially owning more than 10% of our common stock to file reports of ownership of, and transactionsany changes in our common stockownership with the SEC. SuchBased solely on our review of such reports filed with the SEC and representations provide to us by persons required to file reports under section 16 of the Exchange Act, our directors, executive officers and 10% stockholders are also required to furnish usgreater than ten-percent beneficial owners timely complied with copies of alltheir Section 16(a) reports they file. We believefiling requirements during 2020, except that during 2015 all such reporting persons complied with all Section 16(a) reporting requirements applicabledue to them. technical errors by personnel responsible for making the filings, a Form 4 for Jeff Ventura was inadvertently one day late, a Form 4 for David Poole was inadvertently one day late and two Form 4’s for Dori Ginn were inadvertently 24 days late and another Form 4 for Dori Ginn was inadvertently one day late. RANGE RESOURCES CORPORATION - -20162021 Proxy Statement 3129
Back to Contents ADVISORY VOTE TO APPROVE EXECUTIVE OFFICERSCOMPENSATION Information regardingAs we do each year, and as required by Section 14A of the Exchange Act, we provide our executive officers as of March 31, 2016 is summarized below:
| Name | | Age | | Joined Range | | Current Position | | Jeffrey L. Ventura | | 58 | | 2003 | | Chairman, President and Chief Executive Officer | | Roger S. Manny | | 58 | | 2003 | | Executive Vice President – Chief Financial Officer | | Ray N. Walker, Jr. | | 58 | | 2006 | | Executive Vice President – Chief Operating Officer | | John K. Applegath | | 68 | | 2008 | | Senior Vice President – Southern Marcellus Shale Division | | Alan W. Farquharson | | 58 | | 1998 | | Senior Vice President – Reservoir Engineering & Economics | | Dori A. Ginn | | 58 | | 2001 | | Senior Vice President – Controller and Principal Accounting Officer | | David P. Poole | | 54 | | 2008 | | Senior Vice President – General Counsel and Corporate Secretary | | Chad L. Stephens | | 60 | | 1990 | | Senior Vice President – Corporate Development | | Rodney L. Waller | | 66 | | 1999 | | Senior Vice President and Assistant Secretary |
Officers are typically appointed annually by our Board of Directors at the Board meeting held in conjunctionstockholders with the annual meeting of stockholders in May of each year. For Mr. Ventura’s biographical information, see the section of this Proxy Statement entitled “Election of Directors — Information Concerning Nominees” above.
Roger S. Manny, Executive Vice President – Chief Financial Officer. Mr. Manny joined Range in 2003 and was elected as Executive Vice President – Chief Financial Officer effective in May 2008. Previously, Mr. Manny served as Executive Vice President and Chief Financial Officer of Matador Petroleum Corporation from 1998 until joining Range. Before 1998, Mr. Manny spent 18 years at Bank of America and its predecessors where he served as Senior Vice President in the energy group. Mr. Manny holds a Bachelor of Business Administration degree in Finance from the University of Houston and a Masters of Business Administration from Houston Baptist University.
Ray N. Walker, Jr., Executive Vice President – Chief Operating Officer, joined Range in 2006 and was elected as Executive Vice President - Chief Operating Officer in January 2014 from his previous position of Senior Vice President – Chief Operating Officer. Previously, Mr. Walker served as Senior Vice President-Environment, Safety and Regulatory and as Senior Vice President – Marcellus Shale where he led the development of the Company’s Marcellus Shale division. Mr. Walker has more than 35 years of oil and gas operations and management experience having previously been employed by Halliburton in various technical and management roles, Union Pacific Resources and several private companies in which Mr. Walker served asopportunity to vote to approve, on an officer. Mr. Walker has a Bachelor of Science degree in Agricultural Engineering with honors from Texas A&M University.
John K. Applegath, Senior Vice President – Southern Marcellus Shale Division. Mr. Applegath has been with Range since 2008 and was elected as Senior Vice President – Southern Marcellus Shale Division in January 2014. Mr. Applegath was previously Vice President – Southern Marcellus Shale Division. Mr. Applegath has over 38 years of industry experience with Exxon, Champlin Petroleum and Union Pacific Resources, and has served as President and COO of Basic Resources and Division Operations Manager with Anadarko Petroleum. Mr. Applegath served our country in the United States Army as a Warrant Officer while a helicopter pilot in Vietnam. Mr. Applegath earned a Bachelor of Science degree in Chemical Engineering from the University of Houston.
Alan W. Farquharson, Senior Vice President – Reservoir Engineering & Economics, joined Range in 1998. Mr. Farquharson has held the positions of Manager and Vice President of Reservoir Engineering before being promoted to Senior Vice President – Reservoir Engineering in February 2007 and his current position in January 2012 with his assumption of additional responsibilities for strategic allocation of capital. Previously, Mr. Farquharson held positions with Union Pacific Resources including Engineering Manager Business Development – International. Before that, Mr. Farquharson held various technical and managerial positions at Amoco and Hunt Oil. He holds a Bachelor of Science degree in Electrical Engineering from the Pennsylvania State University.
Dori A. Ginn, Senior Vice President – Controller and Principal Accounting Officer, joined Range in 2001. Ms. Ginn has held the positions of Financial Reporting Manager, Vice President and Controller before being elected to Principal Accounting Officer in September 2009 and to Senior Vice President in January 2014. Prior to joining Range, she held various accounting positions with Doskocil Manufacturing Company and Texas Oil and Gas Corporation. Ms. Ginn received a Bachelor of Business Administration in Accounting degree from the University of Texas at Arlington. She is a certified public accountant.
David P. Poole, Senior Vice President – General Counsel and Corporate Secretary, joined Range in June 2008. Mr. Poole has over 28 years of legal experience. From May 2004 until March 2008 he was with TXU Corp., serving last as Executive Vice President – Legal, and General Counsel. Prior to joining TXU, Mr. Poole spent 16 years with Hunton & Williams LLP and its predecessor, where he was a partner and last served as the Managing Partner of the Dallas office. Mr. Poole graduated from Texas Tech University with a Bachelor of Science in Petroleum Engineering and received aJ.D. magna cum laude from Texas Tech University School of Law.
Chad L. Stephens, Senior Vice President – Corporate Development, joined Range in 1990. Before 2002, Mr. Stephens held the position of Senior Vice President – Southwest. Previously, Mr. Stephens was with Duer Wagner & Co., an independent oil and gas producer for approximately two years. Before that, Mr. Stephens was an independent oil operator in Midland, Texas for four years. From 1979 to 1984, Mr. Stephens was with Cities Service Company and HNG Oil Company. Mr. Stephens holds a Bachelor of Arts degree in Finance and Land Management from the University of Texas.
Rodney L. Waller, Senior Vice President and Assistant Secretary, joined Range in 1999. Mr. Waller served as Corporate Secretary from 1999 until 2008. Previously, Mr. Waller was Senior Vice President of Snyder Oil Corporation. Before joining Snyder, Mr. Waller was with Arthur Andersen. Mr. Waller is a certified public accountant and petroleum land man. Mr. Waller received asumma cum laude Bachelor of Arts degree in Accounting from Harding University. Mr. Waller has advised the Company of his intention to retire from the Company after the Company’s Annual Stockholder Meeting in May 2016.
RANGE RESOURCES CORPORATION -2016 Proxy Statement32
PROPOSAL 2 | ADVISORY VOTE TO APPROVE EXECUTIVE COMPENSATION |
The Company and the Board of Directors recognize that executive compensation is an important matter for our stockholders. As described in detail in the Compensation Committee’s report and the Compensation Discussion and Analysis section of this Proxy Statement, the Compensation Committee is tasked with the implementation of the Company’s executive compensation philosophy. The core of that philosophy has been and continues to be to structure our compensation programs soadvisory basis, the compensation of our NEOs as disclosed in the Company’s executives is largely based onProxy Statement in accordance with the Company’s performance. In particular, the Compensation Committee strives to base a substantial portion ofSEC’s compensation disclosure rules. The executive compensation on performance metrics that are based on finding and development of oil and gas reserves at reasonable cost and the consequent long term increase in the value of the Company for its owners – the stockholders. Itprogram is always the intention of the Compensation Committee that the Company’s executive officers be compensated competitively and consistently with the Company’s strategy, sound corporate governance principles, and stockholder interests and concerns. As described in the Compensation Discussion and Analysis section ofbeginning on page 32 and the other tables and narrative disclosures in this Proxy Statement, we believe ourStatement.
The executive compensation program has a significant performance component and alignsfor the long-termNEOs includes many best-practice features that are intended to enhance the alignment of compensation with the interests of our stockholders with our executives’ interests. As you consider this proposal, we urge you to readRange’s stockholders: What We Do |
| Seek stockholder engagement and incorporate feedback | |
| Maintain robust stock ownership goals for senior executives |
| Exercise negative discretion with declining Company performance | |
| Engage an independent compensation consultant to advise the committee |
| Majority of NEO compensation is at risk and performance based, which links pay to performance | |
| Offer minimal perquisites |
| All long-term incentive awards are payable in stock | |
| Dedicate time to executive succession planning and leadership development each year |
| Financial performance metrics underlying long-term incentive awards are objective and aligned with stockholders’ interests | |
| Compensation Peer Group reviewed annually |
| Perform annual say-on-pay advisory vote for stockholders | | | |
Executive Compensation Program Objectives In 2020, the Compensation DiscussionCommittee continued to strive to develop a compensation program not only to be consistent with industry practice but also to attract and Analysis section of this Proxy Statementretain outstanding executives by providing incentives to reward them for additional details onsuperior performance that supports Range’s long-term strategic objectives. The 2020 executive compensation includingprogram is expected to: • Be highly aligned with stockholder interests; • Preserve performance accountability through commodity cycles; • Build long-term share ownership; • Simplify the more detailed information about the Company’s compensation philosophy and objectives and the past compensation of the Named Executive Officers. The legislation requiring a non-binding, advisory “Say on Pay” vote on executive compensation was first effective in 2011program; and the first such vote was received by the Company at its annual meeting in May 2011, at which time a majority of stockholders also voted in favor of the submission of the say on pay vote annually. Based on the advisory vote on the frequency preference
• Match or exceed prevailing governance standards for the say on pay vote, the Board determined to submit such a vote again this year and welcomes the opportunity for our stockholders to provide us with a say on pay vote on executive compensation at our 2016 annual meeting.performance-based compensation. We are therefore asking stockholders to vote on the following resolution: RESOLVED, that the stockholders approve the compensation of the Named Executive OfficersNEOs as disclosed in this Proxy Statement pursuant to the SEC’s compensation disclosure rules, including the Compensation Discussion and Analysis and the compensation tables. Required Vote and Recommendation Asanadvisoryvote,thematterforwhichstockholdershavetheopportunitytovoteunderProposal2isnon-binding.Althoughthevoteisnon-binding,theBoardofDirectorsandtheCompensationCommitteevaluetheopinionsofourstockholdersandwillcarefullyconsidertheoutcomeofthevotewhenmakingfuturecompensationdecisionsforourNEOs. Ifyouownsharesthroughabank,brokerorotherholderofrecord,youmustinstructthemhowtovotesothatyourvotecanbecountedonthisproposalasuninstructedsharesarenotentitledtovotewithregardtoProposal2.TheaffirmativevoteofamajorityofthesharespresentinpersonorrepresentedbyproxyandentitledtovoteisrequiredtoapprovethisProposal2. | The Board of Directors recommends a vote FOR Proposal 2 |
RANGE RESOURCES CORPORATION -2021 Proxy Statement 30
Back to Contents As an advisory vote, the matter for which stockholders have the opportunity to vote under Proposal 2 is non-binding. Although the vote is non-binding, the Board of Directors andEXECUTIVE COMPENSATION
As the independent Compensation Committee of Range Resources, our most important mandate is to structure our executive compensation programs to create close alignment with our stockholders’ interests, while continuing to attract and retain talented executives to execute our strategy and create long-term value. Our compensation program is guided by the philosophy that our ability to provide sustainable value is driven by superior individual performance. We believe that a company must offer competitive compensation to attract and retain experienced, talented and motivated employees. In addition, we believe employees in leadership roles are motivated to perform at their highest levels when performance - based pay represents a significant portion of their compensation. We understand the opinionsimportance of assessing our corporate governance and compensation practices regularly. Since our 2020 Annual Meeting, we have reached out to stockholders representing 67% of shares outstanding and met with those that accepted our invitation. We held meetings with stockholders representing approximately 50% of our shares outstanding. During the fall 2020, the following topics were the most prevalent items discussed amongst our stockholders: • Alignment between our strategy and our executive compensation practices; • Our approach to corporate citizenship and environmental responsibility; • Board structure, diversity and refreshment; and • Strategic direction and our focus on areas that are within our control. We believe ongoing communication, dialogue and a sharing of individual perspectives with our stockholders allow our committee the ability to balance our compensation programs with our strategic plan and stockholder interests. These discussions are key drivers in our compensation design and thought processes. We will carefully considercontinue to incorporate stockholder feedback into our future compensation planning. We regularly seek feedback from our stockholders regarding our compensation practices. Over the outcomecourse of the past year: • Prior to our 2020 Annual Meeting, we reached out to stockholders representing 66% of shares outstanding. • After our 2020 Annual Meeting, we reached out to stockholders representing 67% of shares outstanding. We considered our stockholder feedback, and we identified opportunities to further strengthen our compensation practices which is more fully discussed in “StockholderEngagementandResponsiveness” beginning on page 36. We encourage you to review the information included in this disclosure and vote when making future“FOR” Proposal 2 or contact us to discuss why you did not choose to vote in favor of the proposal. Steve D. Gray, Chair
James M. Funk
Steffen E. Palko RANGE RESOURCES CORPORATION -2021 Proxy Statement 31
Back to Contents This Compensation Discussion and Analysis (CD&A) describes the material elements, objectives and principals of Range’s executive compensation program, compensation decisions for made in 2020 and 2021 (through the date of this proxy statement filing) and the factors the Compensation Committee considered in making those decisions. For2020,ournamedexecutiveofficers,orNEOswere: Named Executive Officer | Officer Since | Title | Jeffrey L. Ventura | 2003 | President and Chief Executive Officer | Mark S. Scucchi | 2012 | Senior Vice President – Chief Financial Officer | Dennis L. Degner | 2014 | Senior Vice President – Chief Operating Officer | Alan W. Farquharson | 2000 | Senior Vice President – Reservoir Engineering & Economics | David P. Poole | 2008 | Senior Vice President – General Counsel and Corporate Secretary |
The 2020 Compensation of these NEOs is explained in the following sections and in the compensation tables and related disclosures under “Executive Officers.CompensationTables” (beginning on page 51) that follows this CD&A. This CD&A is divided into six sections: If you own shares throughRANGE RESOURCES CORPORATION -2021 Proxy Statement 32
Back to Contents The executive compensation program for the NEOs includes many best practice features that are intended to enhance the alignment of compensation with the interests of Range’s stockholders: What We Do | | What We Don’t Do |
| Seek stockholder engagement and incorporate feedback | | 
| Grant annual cash bonuses or long-term incentive awards to executive officers that are not subject to clawback |
| Exercise negative discretion with declining stock performance | | 
| No individual change-in-control contracts |
| Majority of NEOs compensation is at risk and performance based, which links pay to performance | |
| No backdating or repricing of stock options |
| All long-term incentive awards are payable in stock | |
| No employment contracts |
| Receive annual say-on-pay advisory vote from stockholders | |
| No margin, derivatives or speculative transactions, such as hedges, pledges and margin accounts |
| Maintain robust stock ownership goals for senior executives | |
| No individual supplemental executive retirement arrangements |
| Engage an independent compensation consultant to advise the committee | |
| No reward to executives for excessive, inappropriate or unnecessary risk-taking |
| Offer minimal perquisites | | | |
| Dedicate time to executive succession planning and leadership development each year | | | |
| Compensation Peer Group reviewed annually | | | |
 RANGE RESOURCES CORPORATION -2021 Proxy Statement 33
Back to Contents The Compensation Committee strives to develop a bank, brokercompensation program designed not only to be consistent with the industry practice but to also attract and retain executives by providing incentives to reward them for performance that supports Range’s long-term strategic objectives. Our compensation program has the following characteristics: • Be highly aligned with stockholder interests; • Preserve performance accountability in both strong and weak commodity price environments; • Build long-term share ownership; • Provide a consistent retention incentive; and • Match or exceed prevailing governance standards for performance-based compensation. PrincipalElementsofExecutiveCompensation. We principally use three elements of executive compensation to carry out the design of our executive compensation program: Element | Purpose | | 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. |
Compensation Program Emphasizes Performance (1) Amounts shown reflect salary paid in 2020, annual cash incentive award for 2020 which was paid in 2021 based on 2020 performance, the grant date fair value for Long-Term Incentive Awards granted in 2020 and other holder of record, you must instruct them how to vote so that your vote can be countedcompensation as detailed on this proposal as uninstructed shares are not entitled to vote with regard to Proposal 2. The affirmative vote of a majority of the shares present in person or represented by proxy and entitled to vote is required to approve this Proposal 2.page 51. Your Board’s Recommendation: FOR Proposal 2
RANGE RESOURCES CORPORATION - -20162021 Proxy Statement 34
Back to Contents Our overarching business objective is to build stockholder value through returns focused development of our natural gas properties. Our strategy to achieve our business objective is primarily to generate consistent cash flow from reserves and production through internally generated drilling projects coupled with occasional acquisitions and divestitures. In addition, we target funding our capital spending to at or below operating cash flow. Our strategy requires us to make significant investments and financial commitments in technical staff, acreage, seismic data, drilling and completion technology and gathering and transportation arrangements to build drilling inventory and market our products. Our strategy has the following key elements: • Commit to environmental protection and worker and community safety; • Concentrate on our core operating area; • Focus on cost efficiency; • Maintain a multi-year drilling inventory; • Maintain a long-life reserve base with a low base decline rate; • Market our products to a large number of customers in diverse markets under a variety of commercial terms; • Maintain operational and financial flexibility; and • Provide employee equity-ownership and incentive compensation aligned with our stakeholders’ interests. These elements are anchored by our interests in the Marcellus Shale located in Pennsylvania which we believe has a remaining productive life in excess of 50 years. • Reduced total unit costs per mcfe in 2020 by greater than 19% compared to 2019 levels and more than 14% in 2019 compared to 2018 levels; • Spent 21% less than our initial 2020 capital budget of $520.0 million and during 2019, spent 4% less than our original 2019 capital budget; • Reduced total debt by $86.0 million in 2020 compared to year-end 2019 and reduced total debt by $667.6 million during 2019 compared to year-end 2018; • Significantly improved our debt maturity ladder during 2020 with the repurchase of $1.2 billion of various senior and senior subordinated notes due 2021, 2022 and 2023; • Increased our banks’ committed borrowing capacity from $2.0 billion to $2.4 billion in 2019; • Implemented innovative ways to enhance margins; • Produced 2.2 Bcfe per day in 2020 compared to 2.3 Bcfe per day in 2019 and 2.2 Bcfe per day in 2018, primarily attributable to the Marcellus Shale; • Published our formal corporate sustainability report; • Continued with our innovative water recycling program; • Successfully tested and began utilizing an electric frac fleet in 2019; • Reduced emissions in 2020 compared to 2019 and increased the frequency of leak detection inspections; • 68% reduction in contractor OSHA recordable injuries versus 2019; • 64% reduction in number of preventable vehicle incidents versus 2019; and • As of December 31, 2020, we had approximately $1.4 billion of liquidity. • Operate safely and efficiently; • Generate meaningful free cash flow while prudently setting capital investment budget; • Reduce direct emissions and target net-zero direct emissions by 2025; • Achieve competitive returns on investments; • Preserve liquidity and improve financial strength; • Focus on organic opportunities through disciplined capital investment; • Improve operational efficiencies and economic returns; • Attract and retain quality employees; and • Align incentives with our stockholders’ interests and key business objectives. 33RANGE RESOURCES CORPORATION -2021 Proxy Statement 35
Back to Contents Our relationship with our stockholders is an integral part of our corporate governance practices. In addition to our customary participation at industry and investor conferences, road shows and meetings, we held meetings to better understand the views of stockholders on a range of topics including executive compensation, governance practices and business strategy. The Compensation Committee and management continued our review of our compensation program with input from the Board’s independent compensation consultant. This review included direct engagement with our stockholders to ensure full understanding of their perspectives and their feedback was incorporated into the Compensation Committee’s deliberations and decisions in early 2021 and 2020.  Mr. Maxwell, our Chairman, and Mr. Gray, the Chairman of our Compensation Committee, led the stockholder outreach effort, joined by members of senior management. We reached out to stockholders representing approximately 67% of our outstanding shares since our May 2020 Annual Meeting; these investors were typically our larger stockholders. We held meetings with each stockholder who accepted our invitation to engage, which in the fall of 2020 represented approximately 50% of our shares outstanding. During these conversations, stockholders were invited to provide direct feedback on our current compensation programs. We also spoke with proxy advisory firms that provide vote recommendations to gain insight into their views on our executive compensation programs and address their questions. In these meetings, we discussed our strategy, corporate governance, executive compensation and our commitment to the environment. For the fall of 2020, the feedback received from our stockholders on these and other topics was generally positive. The key themes from this year’s stockholder engagement that we considered in our design were: • Stockholders applauded our recent Corporate Sustainability Report, our net zero emissions target and position on emissions intensity; • Stockholders emphasized the importance of our oversight of environmental efforts; • Stockholders appreciated a discussion of the Range culture of doing the right thing; • Stockholders appreciated gender diversity, composition and refreshment of our Board; • Stockholders were interested in the annual incentive focus on the balance sheet improvements and ESG; • Stockholders expressed concerns over duplication of measures in short and long-term incentives, time periods for equity grant vesting, use of a growth metric and the general rigor of metric targets; • Stockholders appreciated the opportunity to meet and the open discussion directly with management and our directors; and • Stockholders generally agreed with the strategic direction and our focus on controlling what we can control. The following summarizes our response to the feedback we heard from our investors and the changes we made to our executive pay program over the past two compensation cycles. Specific2020/2021changestothecompensationprograminclude: • CEO total compensation for 2020 was 20% lower than 2019; • CEO base salary held flat for seven consecutive years (through 2021); • Added one new return-focused metric to the short-term Annual Cash Incentive performance target; • Removed two metrics in the Annual Cash Incentive performance targets; • Aligned long-term incentives with strategic priorities of balance sheet strength and environmental leadership; and • Changed restricted stock vesting from 30%-30%-40% to cliff vesting after three years. RANGE RESOURCES CORPORATION -2021 Proxy Statement 36
Back to Contents Role of Independent Compensation Discussion and AnalysisCommittee The Compensation Committee of our Board of Directors oversees our compensation program. Our compensation program is designed to specifically address our desire to motivateresponsible for establishing and retain several different groups of employees with disparate characteristics which are described below: • | our President and Chief Executive Officer (“CEO”), our principal executive officer, the Executive Vice President & Chief Financial Officer (“CFO”), our principal financial officer, and our other three most highly-compensated executive officers during the last fiscal year (collectively, the “Named Executive Officers”) and other senior vice presidents (collectively with the Named Executive Officers, the “Senior Executives”); | | | • | the remaining officers of the Company and our subsidiaries, other than our Senior Executives (the “Other Corporate Officers”); | | | • | our key professional employees other than our Senior Executives and Other Corporate Officers (collectively, the “Key Professional Employees”); and | | | • | all of our remaining full-time employees. |
Our executive compensation program is designed to pay our Senior Executives a significant amount of their compensation in equity of the Company, a substantial portion of which is determined based on the actual performance of the Company in the prior calendar year relative to our peers in order to incentivize our Senior Executives to consistently build long-term stockholder value and to align our executives with our stockholders. The following Compensation Discussion and Analysis explains how the Compensation Committee has structuredoverseeing our executive compensation program to achieve this objective.and policies that are consistent with our overall compensation philosophy. In making such decisions, the Committee considers a variety of factors, including views expressed by stockholders and stockholder advisory groups, information provided by its independent compensation consultant, our CEO’s input, Peer Group data, each executive’s experience in the role, Company and individual performance, internal pay equity and any other information the Committee deems relevant in its discretion. The Committee is responsible for all compensation decisions involving our CEO and other executive officers.
Although this sectionThe Committee considers the outcomes of the Proxy Statement specifically addresses the compensation program for our Senior Executives and, in particular, the Named Executive Officers, we are focusedCompany’s advisory stockholder vote on the compensation of all of our employees and structuring all of our compensation programs to reward behavior that we believe will ultimately increase stockholder value, and the Compensation Committee considers compensation programs for all of the employees with the focus of tying a substantial portion of compensation to the Company’s performance and creation of stockholder value.
2010-2015 Stockholder Return
The following chart shows the performance of a $100 investment in our common stock on December 31, 2010, with dividends invested quarterly, for those who wish to consider total stockholder return when evaluating compensation. The chart also compares the total stockholder return on our common stock to the same investment in the S&P 500 Index and the Dow Jones U.S. Exploration and Production Index over the same period, with dividends invested quarterly. Recent negative performance is a result of the impact of significantly lower prices for natural gas, natural gas liquids, and oil, particularly in the Appalachian basin, and the resulting financial performance of the Company.
Objectives of Our Executive Compensation Program
Our fundamental strategy to create value for the Company’s stockholders is to emphasize the cost effective creation of long-term oil and gas development projects from the ground up. To do so effectively, especially in the continued environment of low commodity prices requires an outstanding group of talented individuals working together as a team and to do so with a resilient financial and cost structure. With the low commodity price environment we continue to operate in, we must prioritize capital discipline, cost reduction and preservation of our financial flexibility over growth. Over the longer term, we believe our fundamental strategy of growing production per share and reserves per share at reasonable cost remains the key to building stockholder value.
To cope with the financial challenges we face, we have significantly reduced our workforce with office closures and reductions in force. In addition, the sale of assets over the last several years has resulted in further decreases in our staffing. For our remaining employees, we have
RANGE RESOURCES CORPORATION -2016 Proxy Statement34
limited compensation increases and bonuses but strived to maintain competitive long-term compensation arrangements to challenge and encourage our teams to continuously improve operations, look for further cost reductions, create capital efficiencies and improve economic returns despite lower commodity prices. We expect our compensation strategy to result in appropriate economic rewards for individuals being asked to do more with less which benefits our stockholders.
The fundamental strategy of creating alignment of the interests of our employees with the interests of our stockholders is not new, although the methodology of achieving it has changed. Since 1989, we have granted long-term equity incentive awards to virtually all of our full-time employees. We believe that, as a result, our employees think, act and feel like owners of the Company and they understand and are more focused on how each of them contributes to our long term goal of finding and producing natural gas, NGLs and oil at top quartile performance levels while managing costs and our financial structure. Over time, the form and structure of our long-term equity incentive awards have changed but we continue to believe similar long-term equity awards granted to our Senior Executives should also be awarded to all Other Corporate Officers and Key Professional Employees to maintain a pay for performance culture aligned with the stockholders.
Our guiding principle for our compensation program is to achieve one main objective: “Align our employees’ interests with the interests of our stockholders by rewarding performance that advances the strategic plan of the Company.”
Each element of our executive compensation program is intended to further this fundamental objective. Even in times of difficulty in our business sector, we know that to retain our employees we have to pay competitively, we have to benchmark our pay practices and we have to compare the Company’s performance to other companies in our sector. To do so, each year the Compensation Committee establishes a group of companies that, for the year, we refer to as the “Peer Group.” Our use of cash compensation as a relatively lower percentage of total compensation and our policy of considering all full-time employees for long-term equity awards servesstockholder outreach initiatives when making compensation decisions. To continue our focus on best practices, we enhanced our stockholder engagement program in the past few years to align the interests of our employeessolicit specific valuable feedback from investors on executive compensation which we then share with the interests of our executives and stockholders.
Overview of Executive Compensation Program
Primary Compensation Elements for 2015 (Based on 2014 Performance)
The Compensation Committee is mindful of the necessity to align our compensation policies with overall Company strategic objectives and regularly considers the possibility of misalignment when evaluating compensation policies, programs and decisions. As a result of this ongoing review, the Committee and the Company do notBoard. We contact a broad base of institutional investors and speak with those interested in meeting and sharing feedback with us.
We believe that the Company’s compensation policies or practices are reasonably likely toour incentive program changes have a material adverse effect on the Company. In particular, the Committee believes the criteria used by the Committee with regard to Senior Executive annual cash bonuses provide a significant mitigant against encouraging excessive risk taking in connection with key management decisions. Specifically, the use of finding and development cost as a factor in the bonus determination results in increased bonus opportunities for creating and maintaining a low cost structure. This in turn serves as a significant risk mitigant in a commodity industry where the price of the commodity can vary significantly because the long term success of commodity companies is much more likely with a low breakeven cost structure. Use of reserves and production growth per share, two other key executive cash bonus compensation criteria, encourage prudent, measured and thoughtful growth through the drillbit and acquisitions. The Committee’s practice of debt adjusting the growth metrics prevents rewarding risk taking throughbeen highly leveraged transactions and expansions. The use of EBITDAX tiedresponsive to the business planfeedback received from our stockholders and serve to strengthen the alignment with our strategic objectives. We will continue our dialogue with stockholders on compensation issues as an executive compensation criterion encourages risk mitigation through hedging and continuous cost control. Other policies and practices utilized by the Company to mitigate risk in compensation include not using pay and bonus structures that could encourage cost centers to take risk to become profit centers, therefore activities such as treasury, investing and hedging outcomes are not separately financially rewarded. The usepart of certainour ongoing engagement.
The Compensation Committee strongly believes that in order to achieveThrough our compensation objectives it is important to review and compare our financial and operating performance withcycle that of the Peer Group companies.Therefore, the total compensation for each of our senior executives is determined in May of each year and is based on our prior year performance compared to the prior year performance of the Peer Group and includes an analysis of compensation paid by the Peer Group to employees in comparable Senior Executive positions for that prior year.The difference in the cash compensation paid to each Senior Executive (including compensation we consider the equivalent of cash compensation described in this Compensation Discussion and Analysis) and the total compensation for each Senior Executive which is awarded by the Committee based on our performance relative to the Peer Group is paid solely in long-term equity awards which have vesting and performance characteristics. The methodology for linking the awarded equity grants to the Company’s performance is described in more detail below under the captions “Components of Executive Compensation” and “Allocation Among Types of Compensation.”
RANGE RESOURCES CORPORATION -2016 Proxy Statement35
Beginning in 2014 the Committee changed the senior officer equity awards to a combination of 50% time vested restricted stock and 50% performance restricted stock which will ultimately vest after the end of the three year performance period with the percentage paid to be subject to a relative total shareholder return performance multiplier which can vary from 0% (resulting in the forfeiture of all granted performance-based equity awards for that year) to a top performance multiplier of 150%. Included in this Compensation Discussion and Analysis are details of these performance-based shares which were first granted to Senior Executives in May 2014 and which were utilized again in May 2015. The Committee has also provided a detailed description of the Committee’s methodology used to determine the total value of long-term equity grants for the Senior Executives which specifically sets forth how the Committee considers the Company’s performance relative to its Peer Group in determining the amount of compensation that is actually awarded in long-term equity grants.
The Committee believes this report details how the Committee has linked Senior Executive compensation, and in particular, equity compensation, with the Company’sactual performance for the full year prior to when it isgranted and in the use of the performance-based shares in the way in which it is ultimately paid. While the Compensation Committee will continue to evaluate its compensation policies in response to the results of the advisory “say on pay” proposal and, potentially on the report of any of the proxy advisory services, based on the extensive work done by the Committee and its consultant to develop an equity grant program that includes the performance-based share awards for 50% of the equity awarded (which itself has a performance criteria included) and the after the fact evaluation of realizable pay in light of the decline in value of the Company’s common stock in the last two years, the Committee is confident that its process for setting compensation for Senior Executives is very effective in aligning pay with performance.
As set forth below,ended February 2020, our CEO had 89% of his pay “at risk” or dependent on both the Company’s and his individual performance and the other Named Executive Offers had an average of 86% of their pay “at risk”.
CEO COMPENSATION MIX | OTHER NEO COMPENSATION MIX | | |  |  |
The alignment of our executive compensation with our stockholders is evident when the amount of realizable compensation is compared to the grant date value of the awards which is the amount the committee intended to award the executives for their performance. The table below sets forth the valuation of equity awards which were granted in May 2014 and in May 2015 (for Company performance for the years ended 2013 and 2014, respectively) and the amount realizable from those equity awards as of March 31, 2016 for each of our named executives:
Name and
Principle Position | | Year | | | Stock
Awards | | | | Option
Awards | | | | Total Equity
Award Value
at Grant | | | | Realizable
Value(1)of
Equity Awards | | | | Realizable
Value vs.
Award Value
At Grant | | | % Increase
(Decrease) | | Jeffrey L. Ventura | | 2015 | | $ | 7,496,007 | | | $ | — | | | $ | 7,496,007 | | | $ | 3,978,793 | | | $ | (3,517,214 | ) | | (47%) | | President & CEO | | 2014 | | $ | 8,358,996 | | | $ | — | | | $ | 8,358,996 | | | $ | 2,919,690 | | | $ | (5,439,306 | ) | | (65%) | | | | 2013 | | $ | 6,194,243 | | | $ | 1,996,858 | | | $ | 8,191,101 | | | $ | 2,634,201 | | | $ | (5,556,900 | ) | | (68%) | | Roger S. Manny | | 2015 | | $ | 3,633,004 | | | $ | — | | | $ | 3,633,004 | | | $ | 1,928,356 | | | $ | (1,704,648 | ) | | (47%) | | EVP & CFO | | 2014 | | $ | 3,665,955 | | | $ | — | | | $ | 3,665,955 | | | $ | 1,280,471 | | | $ | (2,385,484 | ) | | (65%) | | | | 2013 | | $ | 2,731,527 | | | $ | 880,553 | | | $ | 3,612,080 | | | $ | 1,161,625 | | | $ | (2,450,455 | ) | | (68%) | | Ray N. Walker | | 2015 | | $ | 3,536,003 | | | $ | — | | | $ | 3,536,003 | | | $ | 1,876,869 | | | $ | (1,659,134 | ) | | (47%) | | EVP & COO | | 2014 | | $ | 3,534,997 | | | $ | — | | | $ | 3,534,997 | | | $ | 1,234,729 | | | $ | (2,300,268 | ) | | (65%) | | | | 2013 | | $ | 2,465,212 | | | $ | 794,719 | | | $ | 3,259,931 | | | $ | 1,048,371 | | | $ | (2,211,560 | ) | | (68%) | | Chad L. Stephens | | 2015 | | $ | 2,490,991 | | | $ | — | | | $ | 2,490,991 | | | $ | 1,322,188 | | | $ | (1,168,803 | ) | | (47%) | | SVP | | 2014 | | $ | 2,491,023 | | | $ | — | | | $ | 2,491,023 | | | $ | 870,083 | | | $ | (1,620,940 | ) | | (65%) | | | | 2013 | | $ | 1,728,770 | | | $ | 557,296 | | | $ | 2,286,066 | | | $ | 735,186 | | | $ | (1,550,880 | ) | | (68%) | | David P. Poole | | 2015 | | $ | 1,940,993 | | | $ | — | | | $ | 1,940,993 | | | $ | 1,030,257 | | | $ | (910,763 | ) | | (47%) | | SVP | | 2014 | | $ | 2,151,007 | | | $ | — | | | $ | 2,151,007 | | | $ | 751,319 | | | $ | (1,399,688 | ) | | (65%) |
(1) | Realizable value is based on target value of unvested performance shares granted in the period and value of vested or unvested restricted stock granted in the period. Equity is valued at $30.72, our closing market price per share on March 24, 2016. |
RANGE RESOURCES CORPORATION -2016 Proxy Statement36
Setting Executive Compensation
The Role of the Compensation Committee
The Compensation Committee oversees our compensation benefit plans and policies, administers our stock plans (including reviewing and approving equity grants to all officers of the Company and its subsidiaries) and reviews and approves all compensation decisions relating to our Senior Executives and Other Corporate Officers. The Compensation Committee is empowered by the Board of Directors and by the Compensation Committee’s Charter to make all the decisions regarding compensation for all of our employees without ratification or other action by the Board of Directors.
Consistent with applicable New York Stock Exchange (“NYSE”), Internal Revenue Code of 1986, as amended (the “Code”), and SEC regulations, the Compensation Committee is composed of four “independent,” non-management members of the Board of Directors. The Governance and Nominating Committee recommended the appointment of these directors to serve on the Compensation Committee after determining that they had the independence, knowledge and skills to accomplish the scope of responsibilities set out in the Compensation Committee’s Charter.
The Compensation Committee has the authority to secure services for executive compensation matters, legal advice or other expert services, both from within the Company and from independent third party advisors. In his role as Chairman of the Compensation Committee, Mr. Kevin McCarthy sets the Compensation Committee’s meeting agendas, meeting times and calendar. Mr. McCarthy generally coordinates with our CEO and CFO so that all appropriate compensation matters are included on the agendas for Compensation Committee meetings. In addition, the Compensation Committee members communicate frequently with each other concerning compensation matters outside of the regularly scheduled Compensation Committee meetings. In addition, Mr. Funk, as the Board’s Lead Independent Director, regularly attends Compensation Committee meetings and, while not a member of the Committee, prior to his appointment as Lead Independent Director, Mr. Funk served on the Compensation Committee and is also requested to provide input to the Committee. The Compensation Committee has not delegated any authority to act on behalf of the Compensation Committee to any other committee of the Board of Directors or to any member of our management.
The Role of Executive Officers
Each year, our CEO submitssubmitted recommendations to the Compensation Committee for adjustments to the salary, bonusesAnnual Cash Incentives and long-term equity incentiveLong-Term Equity Incentive awards payable to all employees, including himself.NEO’s (except himself), Senior Vice Presidents and Vice Presidents. The Compensation Committee considers the recommendations of our CEO as only one factor, in addition to the other factors described in this Compensation Discussion and Analysis,CD&A, in setting our Senior Executiveexecutive officer and other employee compensation. As Senior Executives, Other Corporate Officers and Key Professional Employees are hired and promotedThe CEO is not present during the year, our CEO or CFO (to whom the Company’s Human Resources Department reports) make recommendations todeliberations by the Compensation Committee regarding his own compensation. The Committee’s independent consultant provides independent analysis and recommendations for long-term equity incentive award grants during interim periodsMr. Ventura for newly-hired or promoted employees. In the event the Company hired a Senior Executive,consideration by our CEO would work closely with the Compensation Committee in negotiating compensation arrangements for potential Senior Executives to ensure that our compensation arrangements are consistent with our existing compensation strategies and philosophy and are approved by the Compensation Committee. At the request of the Compensation Committee, our CEO and our CFO attend certain meetings and workworking sessions of the Compensation Committee. TheSenior members of the human resources team and other members of senior management interact with the compensation consultant as necessary and prepare materials for each Compensation Committee also individually reviews and approves all compensation granted to our Senior Executives and Other Corporate Officers. There are currently nine Senior Executives and 20 Other Corporate Officers.meeting.
For 2020, the Compensation Consultant Since September 2006, the Compensation Committee hasdirectly engaged Alvarez & Marsal Taxand, LLCLongnecker and Associates (“Alvarez & Marsal”Longnecker”) as its independent compensation consultant. The Compensationconsultant to advise the Committee directs,on executive compensation matters. Longnecker provided the Committee with information on industry trends, market practices and works extensively with, Alvarez & Marsal to determine how Peer Group executive officer compensation data should be quantified and valued in comparison with our compensation arrangements. These comparisons include valuing Peer Group equity awards with different vesting and expiration terms thanlegislative issues. With the awards we grant to our employees in order to make valid equity comparisons.
Sinceapproval of the Compensation Committee, the Company also retained Alvarez &and Marsal (or “A&M”) to provide valuation services related to the Company has not engaged, and will not engage, Alvarez & Marsal to advise ususe of performance-based restricted stock awards based on any matters other than those issues authorized by the Compensation Committee.TSR. In 2015,2020, the Company paid Alvarez & MarsalLongnecker a total of $242,000$119,000 for consulting services related to executive and director compensation. The Company paid A&M a total of $4,800 for valuation services in 2020.
Longnecker interacted with several of our officers and employees as necessary. In June 2013,addition, Longnecker may seek input and feedback from members of our management regarding its work product prior to presentation to the Committee was provided a detailed analysis of Alvarez & Marsal’s independence with regard to its relationshipconfirm that information is accurate or address other issues. We believe that Longnecker provides an independent perspective to the Company and the Committee concluded that Alvarez & Marsal is, in fact, independent. In 2014 and 2015, the Committee received additional information about Alvarez & Marsal’s independence and confirmed its previous determination that Alvarez & Marsal remains independent. With the approval of the Compensation Committee, the Company has retained Alvarez & Marsal to provide valuation services relating to the Company’s use of performance restricted stock awards. In particular the valuation of the performance share awards granted in 2014 and 2015 were calculated by Alvarez & Marsal. Under this engagement, the Company may request Alvarez & Marsal to provide quarterly updates to these valuations. Given the limited scope of these consulting services, the Compensation Committee determined that the Company’s engagement of Alvarez & Marsal did not impair the firm’s independence. At the instruction of the Compensation Committee, Alvarez & Marsal works primarily with our CFO and Vice President of Finance to gather the Peer Group data necessary to create a meaningful comparison with our data. All contact between our Senior Executives and Alvarez & Marsal as the independent compensation consultant is approved by the Compensation Committee.
RANGE RESOURCES CORPORATION - -20162021 Proxy Statement 37
Back to Contents Use of Tally Sheets
In its analysissupport 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 and division performance, time employed in the position, annual Company performance and one-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 compensationreference for each Senior Executive,comparative purposes and allows us to compare our total cost of management for all NEOs to our peers’ total cost of management. Peer Group benchmarking is one of several factors the Compensation Committee reviews a summary report or “tally sheet” prepared by Alvarez & Marsal for each individual. This includes each Senior Executive’s salary, performance-based annual cash incentive award, long-term equity incentive awards, retirement and other benefits and any other compensation.considers in setting pay. The tally sheets reflect the total annual compensation for each Senior Executive, as well as the potential payments under selected performance scenarios, termination of employment and change in control scenarios. In valuing termination and change in control payments, we calculate the total payments under each of the potential termination or change in control scenarios that are contemplated under the Range Resources Corporation Executive Change in Control Severance Benefit Plan. The purpose of the tally sheets is to bring together all of the elements of actual and potential future compensation of our Senior Executives so that the Compensation Committee can analyze both the individual elements of compensation as well as the aggregate amount of actual and potential future compensation for each Senior Executive.
Use of Peer Group Comparisons
The Compensation 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 Alvarez & Marsalthe independent compensation consultant in the first quarter of each calendar year and any additions or deletions are made to the Peer Group at that time. For 2020, the peer group was adjusted to continue to target the mid-point of the group. The S&P 500 index was added in 2021 based on a recommendation from Longnecker to better test performance against a broad index. 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.
This chart describes the oil and gas exploration and production companies that have been included in the Peer Group in the last threetwo years: | | Peer Group | | Company | | 2016 | | | 2015 | | | 2014 | | | Antero Resources Corporation | |  | | | | | | | | | Apache Corporation | | — | | |  | | | — | | | Cabot Oil & Gas Corporation | | | | | | | | | | | Carrizo Oil & Gas, Inc. | | | | | — | | | — | | | Chesapeake Energy Corporation | | | | | | | | | | | Cimarex Energy Co. | | | | | | | | | | | Concho Resources, Inc. | | | | | | | | | | | Continental Resources, Inc. | | | | | | | | | | | Denbury Resources Inc. | | — | | | — | | | | | | Devon Energy | | | | | | | | | | | Diamondback Energy | | | | | | | | — | | | Encana Corporation | | | | | | | | | | | Energen Corporation | | | | | | | | | | | EP Energy | | — | | | | | | — | | | EQT Corporation | | | | | | | | | | | Gulfport Energy Corporation | | | | | | | | — | | | Hess Corp | | | | | — | | | — | | | Laredo Petroleum | | | | | — | | | — | | | Marathon Oil Corp. | | | | | | | | — | | | Memorial Resource Development Corporation | | | | | — | | | — | | | Newfield Exploration Company | | | | | | | | — | | | Noble Energy, Inc. | | | | | | | | | | | PDC Energy Inc. | | | | | — | | | — | | | Pioneer Natural Resources Company | | — | | | | | | | | | QEP Resources, Inc. | | | | | | | | | | | Rice Energy | | | | | — | | | — | | | RSP Permian | | | | | — | | | — | | | SM Energy Company | | — | | | | | | | | | Southwestern Energy Company | | | | | | | | | | | Whiting Petroleum Corporation | | — | | | | | | | | | WPX Energy | | — | | | | | | | |
“”denotes companies included in our Peer Group
Company | Peer Group | 2021 | 2020 | Antero Resources Corporation |  | | Cabot Oil & Gas Corporation |  | | Chesapeake Energy Corporation | - | | Cimarex Energy Co. | | | CNX Resources | | | Comstock Resources, Inc. | | - | EQT Corporation | | | Gulfport Energy Corporation | - | | Matador Resources | | | Murphy Oil | | | Oasis Petroleum | - | | PDC Energy Inc. | | | QEP Resources, Inc. | | | SM Energy Company | | | Southwestern Energy Company | | | S&P 500 | | - | Whiting Petroleum | - | | WPX Energy | - | | “” denotes companies included in our Peer Group |
RANGE RESOURCES CORPORATION - -20162021 Proxy Statement 38
Back to Contents The majority of compensation for the NEOs is based on the long-term performance of Range. The elements of our 2020 executive compensation program are summarized in the table below and are described further under “ElementsofExecutiveCompensation” on page 40. Components of Executive Compensation
The Compensation Committee believes that compensation paid to our employees, including our Senior Executives, should be both competitive with the Peer Group and closely aligned with our performance on both a short-term and long-term basis. Our Senior Executive compensation program is also designed to assist us in attracting and retaining executives critical to our long-term success. In addition, our Senior Executive compensation is structured to ensure that a significant portion of the compensation is contingent upon strong relative stock performance, financial results and operating results that directly and indirectly influence stockholder value. To that end, the Compensation Committee believes that our Senior Executive compensation program should consist principally of the following components:
• | base salary;Element | Objective | Form of Payout | How Payout Value is Calculated | 2020 Decisions | •FIXED | annual performance-based annual cash incentive awards;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 2020, our CEO salary remained unchanged (based on a 26-week pay period). • Salaries of Mr. Scucchi, Mr. Degner and Mr. Poole were increased with the remaining NEOs salaries unchanged. | • | long-term equity incentive awards basedAnnual 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 2020. All six performance criteria are internal company performance measures. The Annual Cash Incentive award is described in more detail under “Elements of the 2020 Compensation Program-Annual Cash Incentive Awards” beginning on page 40. | Forthe Company’s actualChiefExecutiveOfficer: • Target bonus % salary equal to 120%. ForCFOandCOO: • Target bonus % salary equal to 100%. FortheotherNEOs: • Target bonus % of salary equal to 75%. • Actual payment for 2020 performance relative to its peers; andwas 150% of target bonus for all NEOs. | •VARIABLE OR AT-RISK | only those retirement and other benefits substantially the same as provided to other employees. |
Long-Term Incentive – Performance-Based Total Stockholder Return (TSR) awards The Compensation Committee believes that equity compensation is an important element of our compensation philosophy for our full-time employees. Consequently, we currently provide one or more of the following long-term equity incentive awards to our employees, including our Senior Executives:
• | restricted• Align executives interest with interests of stockholders. • Reward higher returns in Range common stock grants which are ultimately awarded in an amount determined by applying a performance multiplier from 0% to 150% and which ultimately vest at the end of the three year performance period (“Performance Shares”) as described above; | • | restricted stock units (“RSUs”) which vest over a three-year period;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. | FortheChiefExecutiveOfficer: • The TSR award accounts for 27% of the target 2020 long-term incentive award value. • Actual grant for 2020 reduced 24% and Mr Ventura voluntarily reduced his grant another 11%. FortheCFOandCOO: • The TSR award accounts for 30% of the target 2020 long-term incentive award value. • Actual grant for 2020 was reduced 24%. | • | unvested discretionary contributions to our deferred compensation plan, which participating officers may elect to be made in our common stock or in cash (if elected in stock, “Annual Stock Awards”) bothLong-Term Incentive – Performance-Based – Production and Reserve Growth Per Share awards (Debt Adjusted) | • Align executives interest with interests of which veststockholders • Rewards performance annually over a three-year period. | Stock | A comparison of reported production and year-end reserves (adjusted for price revisions), debt adjusted 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. | ForChiefExecutiveOfficer: • The award accounts for 27% of the target 2020 long-term incentive award value. • Actual grant for 2020 reduced 24% and Mr. Ventura voluntarily reduced his grant another 11%. FortheCFOandCOO: • The award accounts for 30% of the target 2020 long-term incentive award value. • Actual grant for 2020 reduced 24%. |
RANGE RESOURCES CORPORATION -2021 Proxy Statement 39
In additionBack to the long-term equity incentive awards listed above, the Company provides the following retirement and other benefits to our employees, including our Senior Executives:Contents
• | cash matching contributions to our 401(k); andElement | Objective | Form of Payout | How Payout Value is Calculated | 2020 Decisions | • | matching contributionsLong-Term Incentive – Time-Based Restricted Stock | • Provide a retention incentive that promotes sustained stock ownership • Tie ultimate value realized tied to our deferred compensation plan, which a participating officer can elect to have contributed in ourthe performance of Range’s common stock (“Matching | Stock Awards”) or | Generally vest in cash, both of which vestthree tranches over a three-year period. |
period (30%, 30% 40%), 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. Determining Relative Performance Compared to the Peer Group
The Compensation Committee, with assistance from Alvarez & Marsal, determines total executive compensation for our Senior Executives based on our performance relative to the Peer Group, measured by comparing performance measures that the Compensation Committee believes to be key indicators of superior performance for oil and gas exploration and production companies. As described in more detail below, the Compensation Committee uses long-term equity incentive awards as the final element of total compensation; however, the Committee only determines total compensation once it has assessed the Company’s actual performance relative to the Peer Group for the prior calendar year and establishes total compensation (and thus the amount of equity awards granted) based on the Company’s actual performance relative to the Peer Group as described below. Thus, during May 2015, the Compensation Committee awarded long-term equity incentive awards for each Senior Executive for 2014 based on our relative performance compared to the Peer Group for 2014 and the total compensation received for 2014 by executive officers in the Peer Group (omitting from the peer compensation certain companies and certain compensation elements the Committee, with input from Alvarez & Marsal, determined were not appropriate for inclusion to determine the amount of pay to be used for benchmarking). In order to evaluate the Company’s performance as compared to the Peer Group companies, the information for the Peer Group for 2014 was taken from each company’s audited financial statements for 2014 along with the compensation information for 2014 disclosed in each company’s 2015 proxy statement.
To evaluate the Company’s relative performance to the peer companies, each company in the Peer Group was measured in seven categories for2014 results:
• | drill-bit finding and development costs; | FortheChiefExecutiveOfficer: | cash flow growth per share; | • | debt-adjusted production growth per share; | • | debt-adjusted reserve growth per share; | • | recycle ratio; | • | The stock price appreciation; and | • | cash margin. |
The Committee then considered the same criteria for the Company’s 2014 performance and determined the Company’s actual 2014 performance relative to the Peer Group. This analysis showed that the Company’s performance was at the 67thpercentile. The Compensation Committee has determined not to be bound by a formulaic application of the performance percentile when setting total compensation and regularly uses negative discretion to establish the percentile that it applies before the step described below of setting each individual Senior Executive’s total compensation. Negative discretion means that the Compensation Committee reduces the compensation amounts.
The Committee believes that the use of actual Peer Group company performance compared to the Company’s actual performance, after the fact and based on audited financial results, allows the Committee to make a well informed judgment with regard to the performance of the Company and the Senior Executives as compared to the Peer Group. The determination of the Company’s relative performance to the Peer Group is one of the most important steps in setting the Company’s executive compensation and is the key to the Committee’s view that it awards pay directly linked to actual performance by the Company relative to its peers.
As a result, the Committee and its independent consultant devote a significant amount of time to:
• | establishing a Peer Group that challenges the Senior Executives with the inclusion of strong performing peer companies including peer companies larger than the Company; | • | considering performance metricsaward accounts for comparison that the Committee views as key to the success46% of the Company;target 2020 long-term incentive award value.• Actual grant for 2020 was reduced 24% and | | Mr. Ventura reduced his grant another 11%. FortheCFOandCOO: | when determining total compensation (which itself directly determinesThe stock award accounts for 40% of the amount of equity compensation awarded), eliminating from consideration as a Peer Group member any company that would unrealistically skew target 2020 long-term incentive award value. • Actual grant for 2020 was reduced 24%. Forthe Company’s relative performance or the compensation awarded to a particular executive. |
RANGE RESOURCES CORPORATION - 2016 Proxy StatementotherNEOs:39
• Actual grant for 2020 was reduced 24%. |
No compensation is granted in anticipation of future performance; time vesting is an additional restriction placed upon compensation already earned for past performance. The Committee believes that the practice of granting equity compensation for past, actual performance relative to peers, combined with that compensation being “at risk” during the vesting period (a retention tool), is a rigorous process of granting long-term equity awards in a way that reflects consistent alignment with the Company’s actual performance relative to its peers. The Committee believes that its methodology results in each Senior Executive’s total compensation being directly based on the Company’s performance relative to its peers and therefore provides a very strong culture of pay for performance for the Senior Executives. As described in the section below entitled “Long-Term Equity Incentive Compensation”, beginning with equity awards granted to Senior Executives in May 2014, the committee granted a combination of 50% Performance Shares and 50% Annual Stock Awards and the May 2015 equity grants were also combination of 50% Performance Shares and 50% Annual Stock Awards.
Determining Individual Total Compensation of our Senior Executives and Use of Relative Performance to Establish Total Compensation
In determining an individual Senior Executive’s total compensation to be awarded, the Compensation Committee reviewed the compensation paid in 2014 to the corresponding comparable executives in the Peer Group as compiled from the 2015 proxy data by Alvarez & Marsal. In reviewing compensation for our Senior Executives, data from certain Peer Group companies was omitted where the Committee believed the pay included elements that were inconsistent with the Company’s pay philosophy or where the Peer Company was much larger than the Company. Additionally, data for certain positions in some companies in the Peer Group was excluded where the Compensation Committee determined that total compensation at a Peer Group company was not comparable or was affected by non-comparable factors. Byexcluding companies from the Peer Group used for benchmarking executive pay butincluding those same companies for the relative performance analysis, the Committee believes that the Company’s relative performance is more rigorously judged, but the potential effect of increasing the pay benchmark by including much larger companies or companies with a different compensation philosophy is avoided. In those instances where a comparable position for a Senior Executive did not exist in the Peer Group or the Peer Group data was not considered adequately comparable, the Compensation Committee used a relative ranking of the compensation paid to the five most highly compensated officers at that Peer Group company to determine compensation for comparison purposes with our Senior Executives.
Once the appropriate total compensation for a particular position is determined, the proposed total compensation for each Senior Executive of the Company is calculated using the percentile performance level determined in the Peer Group performance comparison described in the previous section entitled“Determining Relative Performance Compared to the Peer Group.”
After determining the performance-based total compensation for each Senior Executive for 2014 performance, the Compensation Committee reviewed with Alvarez & Marsal the relative differences among total compensation amounts between each of our Senior Executives, especially between our CEO and our other Senior Executives. The Compensation Committee determined that relative differences in the total compensation provided to our Senior Executives were reasonable before finalizing total compensation for each Senior Executive and adjusting the total compensation as appropriate given the Company’s performance and the individual Senior Executive’s performance. While the Committee has the authority to increase total compensation for a Senior Executive, the Committee believes upward adjustments from the total compensation determined based on the performance and peer group benchmark should be limited to extraordinary circumstances and it did not make any upward adjustments in setting Senior Executive compensation in 2015.
Base Salary The Compensation Committee reviews the base salaries of our Senior Executives on an annual basis, at the time of a promotion or changes in responsibilities and when market conditions warrant. Base salaries for our Senior ExecutivesNEOs are targeted at the 50thpercentile of the Peer Group adjusted for certain factors. Base salary of our Senior Executives areis based on an evaluation of the following: • the complexity of their respective positions and specific technical experience required; • | the complexity of their respective positions and specific technical experience required; | • | experience and tenure; | • | the base salaries of comparable positions at Peer Group companies (omitting those with non-comparable pay practices); | • | competitive market conditions; and | • | internal pay equity among our Senior Executives. |
• the base salaries of comparable positions at Peer Group companies; • competitive market conditions; and • internal pay equity among our senior executives. Salary adjustments for our Senior Executives have historically beenare approved by the Compensation Committee in Maythe first quarter of each year and take effect on the first payroll period after approval. MakingThe timing of these salary adjustments in May of each year allows the Compensation Committee to determineconsider the audited financial results of our Peer Group companies and allows for disclosure of our current compensaiton decisions in our proxy. In February 2020, the Committee’s independent consultant reviewed the NEO’s base salaries compared to Peer Group data and broader market data and initially recommended a 3.5% increase in base salaries for each NEO. The compensation for our Senior Executives afterconsultant noted that, in general, each NEO’s base salary was below the completion50th percentile of the Peer Group. The compensation consultant noted maintaining alignment of base salary between 50th and 75th percentile of the Peer Group analysiswas more desirable. The Committee considered the recommendations of proxyLongnecker and management and determined to not increase base salary for Mr. Ventura but approved base salary increases for three of the four remaining NEOs. In February 2021, Longnecker reviewed the NEOs’ base salary compared to a peer group and various published survey sources and initially recommended an increase of 3.5%, noting the aggregate NEO salaries were lower than the 50th percentile. The Committee reviewed the comparisons to peers and broader market data and audited financial statements so that the Committee can consider the compensation paid during the prior calendar yeardetermined to executive officers of the Peer Group companies. Salary adjustments and long-term equity incentive awards for all other employees were awarded on February 10, 2015 when cash incentive awards were determined.In May 2015, based on a recommendation from management, the Compensation Committee did not increase the base salaries of any ofsalary for the Named Executive Officers. GivenNEOs. The Committee recommended, and the difficult commodity price market,Board approved, the reductions in the Company’s workforce, limitations on adjustments for base cash compensation for other employees, management will again recommend and its expected the Compensation Committee will agree that the Named Executive Officers’following base salaries will not be increased in May 2016. For additional description of the base salaries paid to the Named Executive Officers, including historical salary information, please refer to the section of this Proxy Statement entitled“Narrative Disclosure to Summary Compensation Table and Grants of Plan-Based Awards Table — Salaries.”effective February 2021. | | Base Salary(1) | As of February 2021 | As of February 2020 | As of March 2019 | Jeffrey L. Ventura | $ | 925,000 | $ | 925,000 | $ | 925,000 | Mark S. Scucchi | $ | 475,000 | $ | 475,000 | $ | 435,000 | Dennis L. Degner | $ | 475,000 | $ | 475,000 | $ | 400,000 | David P. Poole | $ | 450,000 | $ | 450,000 | $ | 415,000 | Alan W. Farquharson | $ | 376,000 | $ | 376,000 | $ | 376,000
| (1) Based on 26 week pay period | | | | | | |
Annual Cash Incentive Awards In accordance with our philosophyThe Annual cash bonus award is intended to compensate the NEOs based on the achievement of rewarding performanceannual financial, operating and linking substantial percentages of pay with performance, we established the Amended and Restated 2005 Equity-Based Incentive Compensation Plan, which includes an annual cash incentive award program that is
RANGE RESOURCES CORPORATION - 2016 Proxy Statement40
designed to comply with Section 162(m) of the Code.strategic goals. It emphasizes team performance. We refer to cash awards paid under the Amended and Restated 2005 Plan as “Annual Incentive Awards.Cash Incentives.” The Annual Incentive AwardsCash Incentives are paid to each Senior Executiveour 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. Annual Cash Incentives are determined without reference to Peer Group data, because each performance criteria has been pre-established by the Compensation Committee. The Annual Cash Incentive related to our 2020 performance was paid in February 2021 as detailed in the table below: RANGE RESOURCES CORPORATION -2021 Proxy Statement 40
Back to Contents | Annual Incentive Payout | Actual Payment Achieved(1) | Actual Payout for 2020 | Difference | CEO | $ | 1,665,000 | $ | 1,665,000 | $ | - | CFO and COO | $ | 1,425,000 | $ | 1,425,000 | $ | - | Remaining Senior Vice Presidents | $ | 1,656,000 | $ | 1,656,000 | $ | - | (1) Reflects the payout earned prior to negative discretion applied by the Compensation Committee. |
The Compensation Committee develops the performance criteria to be used for the Annual Incentive Awards,Cash Incentives, reviews the performance criteria with Alvarez & Marsalthe 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 Incentive AwardsCash Incentives based upon payout percentages established for each Senior Executive.our NEOs. For 2015,2020, the performance criteria were based upon either industry standards 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. The Annual Incentive Awards are subject only to the negative discretion of the Compensation Committee. Annual Incentive Awards are determined without reference to Peer Group data, because each performance criteria has been pre-established by the Compensation Committee. The Annual Incentive Awards for our Senior Executives are paid in February of each year. We believe these Annual Incentive Awards are deductible by the Company for tax purposes in the year paid.
Target Annual Incentive AwardsCash Incentives are determined as a percentage of each Senior Executive’sNEOs base salary paid during the year.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 Awardsawards for 20152020 (which waswere paid in February 2016)2021) are shown in the table below, together with the target levels of achievement with respect to each criterion. FourThe payouts were achieved as described below. All six of the performance criteria are internal performance measures and the fifth performance criterion (absolute stock price performance) is an external performance measure.measures. | | 2015 | | Unit of | | Actual for | | 2015 Performance Levels | | Actual for | | Payout% | | | Criterion | Weighting | | Measurement | | 2014 | | Threshold | | Target | | Excellent | | 2015 | | Achieved(1) | | | Finding & | | | | | | | | | | | | | | | | | | | | | | | | | | development costs | | 30 | % | | $ per mcfe | | $ | 0.64 | | $ | 1.50 | | $ | 1.25 | | $ | 1.00 | | $ | 0.77 | | | 240 | % | | EBITDAX | | 15 | % | | $ millions | | $ | 1,197 | | $ | 855 | | $ | 900 | | $ | 945 | | $ | 897 | | | 116 | % | | Production growth | | | | | Percentage | | | | | | | | | | | | | | | | | | | | | per share | | 20 | % | | Increase | | | 23 | % | | 7 | % | | 9 | % | | 12 | % | | 17 | % | | 240 | % | | | | | | | Percentage | | | | | | | | | | | | | | | | | | | | | Reserves growth | | | | | Increase | | | | | | | | | | | | | | | | | | | | | per share | | 20 | % | | (Decrease) | | | 28 | % | | 7 | % | | 9 | % | | 12 | % | | (6 | %) | | 0 | % | | | | | | | Percentage | | | | | | | | | | | | | | | | | | | | | Absolute Stock | | | | | Increase | | | | | | | | | | | | | | | | | | | | | price performance | | 15 | % | | (Decrease) | | | (37 | %) | | 6 | % | | 9 | % | | 12 | % | | (54 | %) | | 0 | % |
(1) | The Payout percentage achieved is shown for the CEO and is prorated for other officers. |
| | Criterion | 2020 Weighting | | Unit of Measurement | Actual for 2019 | | 2020 Performance Levels | Actual for 2020 | | Payout% Achieved(1) | | | Threshold | | Target | | Excellent | |  | | Absolute Debt Reduction | 15 | % | $ decrease (millions) | $ | 668 | | $ | 150 | | $ | 500 | | $ | 900 | | $ | 86 | | 0 | % | | | Cash Unit Costs | 15 | % | $ per mcfe | $ | N/A | | $ | 2.05 | | $ | 2.00 | | $ | 1.95 | | $ | 1.88 | | 240 | % |  | | Drilling &
Completion Cost
Per Foot | 15 | % | $ per foot | $ | N/A | | $ | 650 | | $ | 625 | | $ | 600 | | $ | 571 | | 240 | % | | | Drilling Rate of
Return | 15 | % | Percentage Increase | | 34 | % | | 25 | % | | 30 | % | | 35 | % | | 35 | % | 240 | % | | | Qualitative
measure | 20 | % | Various
HSE | | Excellent | | | — | | | — | | | — | | | Excellent | | 240 | % | | | Discretionary | 20 | % | Various | | N/A | | | — | | | — | | | — | | | Target | | 120 | % | (1) The Payout percentage achieved is shown for the CEO and is prorated for other officers. |
Absolute Debt Reduction Finding and development costs.The first criterion the Compensation Committeecommittee selected for 20152020 was finding and development costs.an absolute decrease in debt. The Compensation Committee believes that finding and development costsbelieved in the current commodity environment, focus on absolute debt reduction is one of the key measurements of the performance of an oil and gas exploration and production company and one thatimportant. While leverage, as measured by Debt/EBITDAX is commonly used by financial analysts to evaluate our performance. The Compensation Committee specifiedand investors in comparing across companies, absolute debt puts the emphasis on the leverage component, or debt, that management has more control over as a commodity producer. During 2020, we reduced debt by $86 million which was below the threshold set for 2020 resulting in determining our findinga 0% payout and development costs, only cash costs incurredreflects the low commodity price environment in connection with exploration and development would be used, and the costs of acquisitions would be excluded because the Board of Directors approves each material acquisition. In determining the reserve additions for this calculation, any reserve revisions for changes in commodity prices between years are excluded, but any performance related reserve revisions are included. In setting the performance levels (i.e., threshold, target and excellent) for finding and development costs, the Compensation Committee considers historical finding and development costs of the Peer Group. Our 2015 finding and development costs performance, as compared with the targets, was achieved primarily through focusing drilling capital in areas which added new reserves at a cost that is lower than the oil and gas industry in general.2020.
Cash Unit Costs EBITDAX.The second criterion the Compensation Committee selected for 20152020 was EBITDAX. EBITDAXCash Unit Costs. Cash Unit Costs is calculated by adding back explorationdirect operating costs, gathering, processing and transportation costs, production and ad valorem tax expense, general and administrative and interest expense (excluding stock-based compensation and depletion, depreciationthe amortization of deferred financing costs) and amortization expense to income before income taxes (adjusted for asset sales), excluding any non-cash revenues and expenses.net broker margin on a per mcfe basis. The Compensation Committee selected this criterion to measure our ability to achievefocus on areas that are within our control. The performance target was achieved in 2020 by the results targeted bydisposition of higher cost assets, workforce assessments and the full utilization of our Annual Business Plan. The Compensation Committee determined that the EBITDAX measure was appropriate because it captures our ability to adapt to the impact of changing commodity prices as well as changing costs. The 2015 EBITDAX performance levels were based on the 2015 Annual Business Plan, which reflected an EBITDAX level of $900 million. Our actual 2015 EBITDAX totaled $897 million.midstream infrastructure.
Drilling and Completion Cost per Foot Production and reserve growth per share.The third and fourth criteriacriterion the Compensation Committee selected for 2015 were production growth2020 was drilling and completion cost per sharefoot. This metric was selected to continue to improve capital efficiency which is dependent upon team performance, lateral lengths, effective planning and reserves growthlogistics among other factors. This metric is measured based on actual capital expenditures divided by actual lateral feet for wells turned to sales. In setting the performance levels (i.e. threshold, target and excellent) for drilling on completions cost per share.foot, the compensation committee considered publicly stated objectives of our peers along with historical internal cost efficiencies already achieved. The target levels set and achieved in 2020 made us the leader in well costs amongst Appalachia peers. The performance target was achieved in 2020 as we successfully executed our operational plan while spending under budget. In addition, we continue to focus on innovative and emission-reducing technologies such as an electric fracturing fleet and improving our water reuse program.
RANGE RESOURCES CORPORATION -2021 Proxy Statement 41
Back to Contents Drilling Rate of Return The fourth criterion the Compensation Committee selected for 2020 was drilling rate of return. This metric supports our focus on improving corporate returns. The Compensation Committee believes that itadded drilling rate of return in 2017 in response to stockholder feedback and to encourage a balanced approach to operational goals and encourage efficiency of capital spending. This metric continues to encourage focus on reducing drilling costs particularly in response to the continued weak commodity price environment. The drilling rate of return is important to measure our growthmeasured based on a per share basis so our Senior Executivesactual capital expenditures and the year-end proved reserves estimates of drilling results. Commodity prices effective on the first day of the year are incentivized to build long-term stockholder value. Two essential measurements of performance are growth in production and reserves on a debt adjusted per share basis. Production and reserves used in the calculation of these criteria arecalculation. The target is set based on reported productionour expectation of capital allocation and year-end reserves, adjustedcapital efficiency for price revisions.the year and our prior year drilling results. The calculation is debt adjusted to ensure that per share growth was not achieved solely by increasing leverage. We achieved the 2015 performance in one of these two categories, as compared with our performance target partiallywas achieved in 2020 by achieving our 2020 drilling plan for less than budgeted as a result of better than expected production growth.lower well costs and places us in the top quartile amongst our peers. Qualitative Measure (HSE) Absolute Stock price performance.The fifth criterion the Compensation Committee selected for 20152020 was the absolutea qualitative measure which includes elements of environmental, health and safety performance (“HSE”). Range continues to be committed to ensuring it provides a safe work place and instilling a culture of safety and environmental responsibility at every level of our common stock during 2015.organization. Priorities include elements of safety performance, emissions and water management and corporate citizenship. We focus on transparency around HSE and encourage reporting of all incidents involving our employees and contractors (including near misses) and we have used examples of incidents reported as a vehicle to educate our employees and contractors to improve our HSE practices. There are also quantitative measures evaluated such as reductions in emissions, number of spills, auto accidents, leak detection inspections and notices of violations. The performance target was achieved in 2020 by the committee’s review and analysis of several HSE results including:
• a reduction of 59% for non-fresh water spills; • notice of violations were similar to 2019; • a 38% reduction in the component leak rate despite increasing the frequency of inspections; • contractor recordable incidents reduced to 5 in 2020 from 25 in 2019; • employee recordable incidents down 60% from 2019; and • preventable vehicle incident rate declined 64% with 0% with serious potential. Discretionary Measure The last criterion 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 believes that absoluteto have been important in the years’ performance and may vary from year to year. The Committee follows no set performance targets relating to these factors. In general, the Committee expects to award the target (100%) level of performance in stock appreciation is an appropriate measureyears where the Company meets internal and external performance expectations with respect to include as it is obviously one that stockholders experience directly.these factors. The performance target was achieved in 2020 by successfully managing through the disruptions caused by COVID-19 and continuing to further strengthen our financial foundation. RANGE RESOURCES CORPORATION -2021 Proxy Statement 42
Back to Contents In addition to selecting the performance criteria, the Compensation Committee determined, after consultation with Alvarez & Marsal,Longnecker, the RANGE RESOURCES CORPORATION - 2016 Proxy Statement41
respective performance payout percentages for each of our Senior Executives.NEOs. In determining these payout percentages, the Compensation Committee attempted to ensure that the payouts provided meaningfulappropriate incentives to each of our Senior Executives.senior executives. For 2015,2020, 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. The Compensation Committee’s policy is to pay the Annual Incentive Awards for each year in February of the following year based upon our performance with respect to the performance criteria established by For 2020, the Compensation Committee subject only toawarded bonuses based on the Compensation Committee’s negative discretion. The Compensation Committee awarded the annual incentive payout percentages,formulaically determined award as shown in the table below underbelow:
| Threshold | Annual Cash Incentive Payout % of Salary | | Target | | Excellent | | Payout %
Achieved | | Actual
Payment %
For 2020 | | CEO | 60 | % | 120 | % | 240 | % | 180 | % | 180 | % | CFO and COO | 50 | % | 100 | % | 200 | % | 150 | % | 150 | % | Remaining Senior Vice Presidents | 37.5 | % | 75 | % | 150 | % | 113 | % | 113 | % |
The following table sets forth the heading “Actual Payment %total amount of cash paid to our NEOs for 2015.”2020 performance (paid in February 2021), for 2019 performance (paid in March 2020) and for 2018 performance (paid in March 2019). | | | | Annual Incentive Payout % of Salary | | | Threshold | | Target | | Excellent | | Payout %
Achieved(1) | | Actual
Payment %
For 2015(2) | | | CEO | | 60 | % | | 120 | % | | 240 | % | | 137 | % | | 137 | % | | Executive Vice Presidents | | 48 | % | | 96 | % | | 192 | % | | 103 | % | | 103 | % | | Senior Vice Presidents | | 36 | % | | 72 | % | | 144 | % | | 78 | % | | 78 | % |
(1) | Reflects the payout percentage prior to any negative discretion applied by the Compensation Committee | (2) | Reflects the payout percentage after negative discretion was applied by the Compensation Committee, if any. |
| Annual Cash Incentive Earned | 2020 | 2019 | 2018 | Jeffrey L. Ventura | $ | 1,665,000 | $ | 1,652,216 | $ | 1,500,000 | Mark S. Scucchi | $ | 712,500 | $ | 466,193 | $ | 436,248 | Dennis L. Degner | $ | 712,500 | $ | 466,193 | $ | 400,000 | David P. Poole | $ | 506,250 | $ | 444,759 | $ | 418,378 | Alan W. Farquharson(1) | $ | 423,000 | $ | 402,962 | $ | — | (1) Mr. Farquharson was not an NEO in 2018. |
The 20162021 performance criteria, weighting and target levels of achievement with respect to each of the 20162021 criterion are shown in the table below:below. | | Criterion | Weighting | | Unit of Measurement | 2021 Performance Levels | | Threshold | | Target | | Excellent | | | | Cash Unit Cost | 20 | % | $ per mcfe | $ | 2.03 | | $ | 1.94 | | $ | 1.85 | | | | Return on average capital employed (ROACE) | 15 | % | % Return | | 10 | % | | 12 | % | | 14 | % | | | Drilling and Completion Cost per foot | 20 | % | $ per foot | $ | 600 | | $ | 570 | | $ | 540 | | | | Drilling rate of return | 20 | % | Percentage Increase | | 25 | % | | 30 | % | | 40 | % | | | Discretionary(1) | 25 | % | Various HSE and other | | — | | | — | | | — | | (1) This measure includes environmental, health and safety performance quantitative metrics. The 2021 performance criteria, weighting and performance achievement levels were selected based on discussions with management and the independent compensation consultants. Cash unit costs was chosen for the second year in a row to focus on competitive corporate profitability. Return on average capital employed was added for 2021 to focus on operating profit relative total debt and equity. The third criterion is drilling and completion costs per foot which was added in 2020 to continue to focus on capital efficiency to enhance returns. Drilling rate of return supports our continuing focus on stringent capital allocations based on project level returns sufficient to drive improving corporate returns. The final criterion is a discretionary measure that will be focused on quantitiative HSE measures such as fresh water spills, number of notices of violation, vehicle incidents and leak rate. The Committee combined two measures (entitled Qualitative and Discretionary in 2020) to one measure and decreased the weighting from 40% to 25%. |
| | | | Unit of | | 2016 Performance Levels | | Criterion | Weighting | | Measurement | | Threshold | | Target | | Excellent | | | Finding & development costs | | 30 | % | | $ per mcfe | | $ | 1.00 | | $ | 0.90 | | $ | 0.80 | | | EBITDAX | | 15 | % | | $ millions | | $ | 494 | | $ | 520 | | $ | 546 | | | | | | | | Percentage | | | | | | | | | | | | Production growth per share | | 20 | % | | Increase | | | 4 | % | | 6 | % | | 8 | % | | | | | | | Percentage | | | | | | | | | | | | Reserves growth per share | | 20 | % | | Increase | | | 4 | % | | 6 | % | | 8 | % | | | | | | | Percentage | | | | | | | | | | | | Absolute stock price performance | | 15 | % | | Increase | | | 6 | % | | 9 | % | | 12 | % |
Long-Term Equity Incentive CompensationProgram OneThe following table sets forth the value of the fundamental philosophies of our compensation program is that all of our full-time employees are eligible to be granted long-term equity incentive awards to focus and align their interests with those of our stockholders. The Compensation Committee believes that Restricted Stock Units, Annual Stock Awards, Matching Stock Awards, and Performance Shares give employees who receive such equity awards a direct interest in our financial results and the performance of the Company, furthering our goal of aligning the interests of each employee with those of our stockholders. While we believe our philosophy of making awards of equity-based compensation for Senior Executives is comparable to our Peer Group, we also believe that granting long-term equity incentive awards to virtually all full-time employees is somewhat unusual in our industry, although it has become more prevalent in recent years to grant equity awards to attract and retain employees at various levels in our industry.
Long-Term Incentive Program—Long-Term Alignment with Stockholders
| | | | | | | | | | | | | | | 2014 | | 2015 | | 2016 | | 2017 | | 2018 | | 2019 AND BEYOND | | | | | | | | | | | | | | Performance Period | | 3-year Vesting Period - Annual stock awards vest 30%, 30%, and 40%;
Performance shares vest at the end of three years | | Vested Awards | | | | | | | Equity award level
based on 2014
performance | | Payout value fluctuates up or down based on stock price performance for annual stockawards and TSR for performance shares | | Although shares are fully vested, executives must comply with ownership guidelines | | | | | | | | | | Annual stock awards and performance shares granted on May 19, 2015 | | Awards fully vest on May 19, 2018 |
While the Company typically includes three year vesting schedules for equity awardsincentives granted to our Senior ExecutivesNEOs for retention purposes, the Committee had not applied performance-based vesting to such awards prior to 2014. Thus, while the long-term equity awards granted to Senior Executives in 2013 and years prior were time vested, the Committee believes that its methodology of having awarded long-term equity based almost entirely on the prior year performance of the Company relative to its Peer Group companies provided a pay for performance culture. The Committee believes past practices resulted in long-term creation of stockholder value and implemented the core philosophy of the Committee to pay a significant amount of each Senior Executive’s compensation – including the CEO’s compensation – based on the absolute and relative performance of the Company. As described previously, the Committee determined to utilize performancevesting criteria for a significant portion (50%) of the long-last three years.
| Long-Term Equity Incentive | | 2021 | | 2020 | | 2019 | Jeffrey L. Ventura | $ | 4,800,000 | $ | 3,923,000 | $ | 5,749,992 | Mark S. Scucchi | $ | 2,300,000 | $ | 2,052,000 | $ | 2,199,991 | Dennis L. Degner | $ | 2,280,000 | $ | 2,280,000 | $ | 1,300,002 | David P. Poole | $ | 1,500,000 | $ | 1,368,000 | $ | 1,815,071 | Alan W. Farquharson | $ | 900,000 | $ | 836,000 | $ | 1,101,727 | |
RANGE RESOURCES CORPORATION - - 20162021 Proxy Statement 4243
Back to Contents The 2020 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. In 2020, all NEO Long-Term Equity Incentive grants were reduced 24%. In addition, the CEO voluntarily reduced his grant another 11% in light of the continuing price environment and to align with stockholder feedback. (1) term equity awards made to Senior Executives beginning with the Senior Executive equity awards which were grantedCEO allocation impacted by voluntary reduction in both May 2014 and May 2015 which included Performance Shares with the following terms:grant.
• | Performance Metric – The sole performance metric• Performance-BasedTSRStockUnits(“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 Peer Group used for compensation benchmarking. 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 formulaic calculation of relative total stockholder return (“TSR”) compared to the Peer Group. | | | • | Performance Period – three years from date of grant. | | | • | Payment – third anniversary from date of the grant. | | | • | TSR calculation – Determined for the Company and each company in the Peer Group using the average stock price of each company at the beginning of the performance period based on the average closing price in the 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 and will be included in the calculation of TSR. | | | • | Payout scaling – 0% to 150% determined based on the TSR of the Company as compared with the TSR of each member of the Peer Group; provided, however, that the payout multiple will be no greater than 100% in the event the Company has a negative TSR for the Performance Period regardless of the Company’s TSR rank. |
| | | | | TSR Rank of the Company | | | | compared to the | Applicable | | Peer Companies | Payout Percentage | | 1 | 150.0% | | | 2 | 145.5% | | | 3 | 140.9% | | | 4 | 136.4% | | | 5 | 131.8% | | | 6 | 127.3% | | | 7 | 122.7% | | | 8 | 118.2% | | | 9 | 113.6% | | | 10 | 109.1% | | | 11 | 104.5% | | | 12 | 100.0% | | | 13 | 100.0% | | | 14 | 90.9% | | | 15 | 81.8% | | | 16 | 72.7% | | | 17 | 63.6% | | | 18 | 54.5% | | | 19 | 45.5% | | | 20 | 36.4% | | | 21 | 27.3% | | | 22 | 18.2% | | | 23 | 9.1% | | | 24 | 0.0% | |
• | Payout – in Company common shares in the amount of the number of awarded performance shares multiplied by the performance percentage. | • | Dividends on Performance Shares – will only be paid after vesting based on the number of shares determined by the payout percentage. | • | Payout in the event of a Change in Control – the award will vest as of the date of the consummation of a transaction resulting in a change in control with payout determined as of the date of the change in control with the Company’s TSR calculated based on the transaction value received by stockholders and the TSR of each member of the Peer Group calculated using a 10 day period prior to the change in control. |
Our Amended and Restated 2005 Plan provides for the grant of stock-based awards including Performance Shares, SARs, RSUs, stock options and restricted stock and the Committee, with the advice and input of its independent consultant, developed the specific Performance Share criteria listed above. The relative benefits of different types of awards are discussed below under the caption “Allocation Among Types of Compensation — Allocation Among Long-Term Equity Incentive Compensation Components.”
Under the Amended and Restated 2005 Plan, the Compensation Committee may structure the terms of equity awards in any way that it determines is appropriate. The Compensation Committee, in implementing our compensation policies covering all employees, has developed a practice of determining how equity awards are apportioned to our employees in various salary grades. Through December 31, 2013 our Senior Executives received a greater percentage of their total compensation in Annual Stock Awards and SARs than our other employees who received RSUs since the Committee determined that such executives should have greater alignment with the stockholders. All SARs previously granted to our Senior Executives (i) were valued on the date of grant at the closing price of our common stock, (ii) had a five-year term and (iii) were subject to a three-year vesting schedule. The use of Performance Shares is consistent with the prior awards of SARs in that the Senior Executives received the highest percentage of Performance Shares (50% of the total equity award) as compared to other employees.
As part of our long-term incentive compensation program, we make unvested discretionary contributions to our deferred compensation plan on behalf of our Senior Executives and Other Corporate Officers. Recipients of such awards can elect to receive these contributions in the form of Annual Stock Awards or in cash. All our Senior Executives received unvested discretionary contributions in 2015 and all but one elected to receive Annual Stock Awards. As all Annual Stock Awards are credited to the recipient’s account in our deferred compensation plan when granted, our liability is fixed and any future appreciation of our common stock will accrue to the benefit of the award recipient without any further financial obligation for the Company. However, for financial reporting purposes, any change in the market value of our common stock for vested stock awards held in the deferred compensation plan is required to be reflected in our earnings (i.e., if our common stock increases in value, we increase our deferred compensation expense and vice versa).
The purpose of the three-year vesting schedules applicable to Annual Stock Awards, RSUs and Performance Shares is to promote employee retention. In the case of Annual Stock Awards and RSUs generally the first 30% of the awards vest on the first anniversary of the date of grant, a second 30% of the awards vest on the second anniversary of the date of grant and the remaining 40% of the awards vest on the third anniversary of the date of grant. In the case of Performance Shares, as set forth above, each award will ultimately vest at the end of the threeperformance 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. IftheTSRattheendoftheperformanceperiodisnegative,thepayoutpercentageiscappedat100%regardlessofranking. The TSR-PSUs award is denominated in performance stock units (PSUs), each of which is equivalent to one share of common stock.
2020TSR–PSUs. In February 2020, the Committee awarded the NEOs performance units that will vest based on relative TSR for the three-year performance period ending February 2023. 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 in the bottom 35%. When the award is settled, NEOs will receive dividend equivalents paid in shares equal to the number of units granted, multiplied by the payout percentage. Dividend equivalents accrue and are paid based on performance at the end of the performance period. On occasion,Earned awards are paid in stock shortly after the Compensation Committee has made other grantscompletion of equity awards thatthe performance period. A table illustrating the potential payouts based on relative and absolute TSR performance for the TSR-PSUs granted in 2020 is set forth below:  2020TSR-PSUs. The performance units granted in February 2020 have a three-year “cliff” vesting period. These awards have typically beenperformance end date of February 2023 with a target payout percentages at the median performance compared to 16 peer companies. 2019TSR-PSUs. The performance units granted in limited circumstancesMarch 2019 have a performance end date of March 2022 with a target payout percentages at the median performance compared to employees who demonstrate exceptional14 peer companies. 2018TSR-PSUs. The performance units granted in March 2018 have a performance end date of March 2021 with target payout percentages at the median performance compared to 14 peer companies. 2017TSR-PSUs. The performance units granted in May 2017 have a performance end date of May 2020 with target payout percentages at the median performance compared to 21 peer companies. For the performance period, we ranked 13th out of 21 companies and the three-year cliff vesting is Committee determined the final payout was 80% of the award. RANGE RESOURCES CORPORATION - - 20162021 Proxy Statement 4344
Back to Contents TSR-PSUs Payouts Demonstrate Alignment with Stockholders Payout values of TSR-PSUs awards have changed as compared to grant date fair value, as shown below ($ in thousands):  | | | (1) For the award granted in 2017, the value shown is the final value. |
These graphics emphasize the realizable value of Mr. Ventura’s TSR-PSUs are significantly aligned with stockholder value. Values for this illustration for 2018, 2019 and 2020 were determined with the following inputs: • Our closing stock price as of March 26, 2021 was $10.88; and • Our rank in our TSR peer group and the corresponding payout percentage as measured under our performance unit program: 100% for 2018, 100% for 2019 and 188% for 2020. • Performance–BasedReservesandProductionGrowthPerShare(DebtAdjusted). In 2017, the Committee added Production and Reserves Growth per share to the long-term incentive program, calculated on an absolute basis and debt-adjusted. This metric measures our ability to increase production and reserves without commensurate increase in debt or shares outstanding. The use of a debt adjusted measure mitigates the risk that management increases reserves and production by increasing the drilling budget using debt imprudently. 2020PSUs–PGPS/RGPS. The performance period began January 1, 2020 and ends December 31, 2022. The number of shares earned at the end of the three-year period will be determined as follows, based on the annual payout percentages over the three year period: (i) 1/3 of the award is based on 2020 targets; (ii) 1/3 of the award will be based on performance targets to be established for 2021 and (iii) 1/3 of the award will be based on performance to be established for 2022. For each year, a minimum performance level has been or will be established. For performance at the minimum level, shares will be forfeited and will not carry over to any future period. Performance is measured relative to a target determined by the Compensation Committee. The table below summarizes these grants in 2020. Performance Metric | Production Growth Per Share (PGPS) | Reserves Growth Per Share (RGPS) | Performance Period | 3 years | 3 years | Form of Payout | Stock | Stock | Performance basis | Debt-adjusted production growth per
share – absolute basis | Debt adjusted reserve growth per
share – absolute basis | Minimum Payout | 0% | 0% | Performance Resulting in Minimum Payout | PGPS of less than 0% | RGPS of less than 0% | Target Payout | 100% | 100% | Performance Resulting in Target Payout | PGPS of greater than or equal to 3% | RGPS of greater than or equal to 3% | Maximum Payout | 200% | 200% | Performance Resulting in Maximum Payout | PGPS of greater than or equal to 10% | RGPS of greater than or equal to 10% |
2019PSUs-PGPS/RGPS.PGPS/RGPS. The performance units granted in February 2019 have a performance end date of December 31, 2021. 2018PSUs-PGPS/RGPS. The performance units granted in March 2018 had a performance end date of December 31, 2020. For these awards, the final payout was a combined payout of 137%. • Time-BasedRestrictedStock. 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 were made according to the then applicable annual grant schedule and vest over three years (30%, 30% and 40%). Prior to vesting, restricted stock recipients have the right to vote and receive dividends on the restricted shares. In 2021, vesting was changed to a three-year cliff. RANGE RESOURCES CORPORATION -2021 Proxy Statement 45
Back to Contents used to promote retention of such employees. In addition, Annual Stock Awards, SARs, RSUs, and other equity awards have provided for, and the Performance Shares likewise provide for, the acceleration of vesting upon certain termination events, change in control or the death, disability or retirement of the employee. The Compensation Committee choseengaged Longnecker to assist with the analysis of the actual delivery of compensation verses the performance of the Company. The following changes have been made for 2021:
• Determined for the seventh year in a row not to increase CEO base salary nor increase any other NEO base salary; • Our CEO, CFO and COO Long-Term Incentive grant mix was 40% Time-Based Restricted Stock and 60% Performance-Based Restricted Stock; all other NEO’s grant mix were 100% Time-Based Restricted Stock; • Target Annual Cash Incentive Payouts were set at 120% for our CEO; 100% for our CFO and COO; 75% for our Senior Vice Presidents; • Added one new Annual Cash Incentive performance target to better align with the current commodity cycle and incorporate stockholder feedback; • Revised the internal Performance Share metrics used in the Long-Term Incentive program to be Debt/EBITDAX using a pre-defined mid-cycle price and Emission Performance targets to focus on debt reduction and to include these defined acceleratedan environmental component; • Reduced the discretionary weighting and set one metric (two metrics reduced to one metric); and • Changed three year Restricted Stock vesting provisionsfrom 30%-30%-40% to three-year cliff vesting. The following table details Long Term Incentive grants for competitive reasons as substantially all of the Peer Group companies provide similar accelerated vesting provisions in their equity compensation awards. In addition, under the Accounting Standards Codification 718 (“ASC 718”), significant adverse accounting results would occur, which would negatively impact our earnings, if the Compensation Committee retained the discretion to determine accelerated vesting on a case-by-case basis.2020 and 2021: | Long-Term Incentive
Grant in February 2020(1) | Long-Term Incentive
Grant in February 2021 | Jeffrey L. Ventura | $ | 3,923,000 | $ | 4,800,000 | Mark S. Scucchi | $ | 2,052,000 | $ | 2,300,000 | Dennis L. Degner | $ | 2,280,000 | $ | 2,280,000 | David P. Poole | $ | 1,368,000 | $ | 1,500,000 | Alan W. Farquharson | $ | 836,000 | $ | 900,000 | (1) Based on summary compensation table. |
Deferred Compensation, 401(k)The table below illustrates the potential payouts based on relative and Certain absolute TSR performance for the TSR-PSUs granted in February 2021:
| | Range’s Rank Among
Peer Companies | Percentage of
TSR-PSUs Earned | | | Maximum | 1 | 200.0% | | | | 2 | 183.3% | | | | 3 | 166.7% | | | | 4 | 150.0% | | | | 5 | 133.3% | | | | 6 | 116.7% | | | Target | 7 | 100.0% | | | | 8 | 75.0% | | | | 9 | 50.0% | | | | 10 | 0.0% | | | | 11 | 0.0% | | | | 12 | 0.0% | | | | 13 | 0.0% | | | Minimum | 14 | 0.0% | |
RANGE RESOURCES CORPORATION -2021 Proxy Statement 46
Back to Contents The table below illustrates potential payouts for Performance-Based Debt/EBITDAX and Emissions Performance for grants in February 2021: Performance Metric | Debt/EBITDAX(1) | Emissions Performance (EP) | Performance Period | 3 years | 3 years | Form of Payout | Stock | Stock | Performance basis | Debt/EBITDAX using a pre-defined mid-cycle price(1) | Scope 1 Emission Intensity net of offsets on a CO2e/mmcfe basis | Minimum Payout | 0% | 0% | Performance Resulting in Minimum Payout | Debt/EBITDAX of more than 2.0x | EP of more than 0.12 | Target Payout | 100% | 100% | Performance Resulting in Target Payout | Debt/EBITDAX of 1.5x | EP of 0.10 | Maximum Payout | 200% | 200% | Performance Resulting in Maximum Payout | Debt/EBITDAX of less than 1.0x | EP lower than 0.05 | (1) Uses a pre-defined mid-cycle price of $2.90 per Mcfe. |
Deferred Compensation Plan Our Senior Executives, Other Corporate OfficersMembers of management and our directors are entitled to participate in our deferred compensation plan. Currently we have one active deferred compensation plan (the “Active Deferred Compensation Plan”) and we have a second deferred compensation plan in which participation was frozen at the end of 2004 (the “Frozen Deferred Compensation Plan”). These deferred compensation plans are described in greater detail in the section of this Proxy Statement entitled “Non-QualifiedDeferredCompensationPlans.” Under the Active Deferred Compensation Plan, our Senior Executives and Other Corporate Officers and directorsemployee 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, including our Senior Executives, up to 10% of their base salary. Employee participants can elect to have the match paid in cash or Matching Stock Awards.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 of the Active Deferred Compensation Plan is not common among the Peer Group. However, the matching component is a significant component to our compensation practices because we allow all our Senior Executives and Other Corporate Officers to participate in the plan since we do not provide any pension or retirement benefits other than the 401(k) Plan.
The Compensation Committee considers 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 matching contributions, whether paid in cash or by Matching Stock Awards, astime they are eligible for Medicare. See “OtherBenefits” below for additional cash compensation in calculating the total compensation for each Senior Executive.
information. In addition, when our Senior ExecutivesNEOs receive AnnualTime-Based Restricted Stock Awards or the cash equivalent as described above, we contribute the awards to the Active Deferred Compensation Plan on our Senior Executives’NEOs behalf, and such contributions constitute unvested discretionary contributions. The investment tracking options under the two deferred compensation plans are similar to the investment options under our 401(k) Plan. These investment tracking options are described in greater detail in the section of this Proxy Statement entitled “Non-QualifiedDeferredCompensation Plans.Plans”. Performance Shares,Units, when awarded, willare not be placed into the Active Deferred Compensation Plan. 401(k) Plan The Company sponsors a 401(k) Plan which is a tax-qualified retirement savings plan pursuant to which all of our full-time and part-time employees including our Senior Executives, are eligible to contribute the lesser of up to 75% of their annual salary or the limit prescribed by law to the 401(k) Plan on a before-tax basis. In addition, participants age 50 or over may contribute additional before-tax amounts up to the annual catch-up contribution limit determined by the IRS and any participant may contribute rollover amounts from certain other qualified plans. Participants may also receive matching contributions, payable in cash, in an amount equal to 100% of their before-tax contributions to the 401(k) Plan up to a maximum matching contribution of 6% of their base salaries and cash bonus. The Company has adopted an auto-enrollment process for new employees which results in the employees participating in the 401(k) plan unless they determine not to participate. The Compensation Committee considers the dollar value of the 401(k) matching contributions as additional cash compensation in calculating total compensation for purposes of determining the amount of long-term equity incentive compensation to award to each Senior Executive.
Participants are 100% vested in all contributions to the 401(k) Plan. In addition to the other investment options available under the 401(k) Plan, participants may invest all or a portion of their 401(k) Plan account in our common stock. The 401(k) Plan investment options for 2020 are listed in the section of this Proxy Statement entitled “Non-Qualified “Non-QualifiedDeferredCompensationPlans.” Other Benefits We provide our Senior Executives with certain other limited personal benefits that the Compensation Committee determineshas determined are reasonable and consistent with our overall compensation philosophy. The Compensation Committee believes that these benefits are consistent with those provided to executive officers of theour Peer Group companies, are an important retention factor in retaining our Senior Executives and are in accordance with general compensation practices in our industry. Moreover, the Compensation Committee considers the cost and value of any such benefits as additional cash compensation when calculating the total cash compensation for purposes of determining the performance adjusted amount of long-term equity incentive compensation to award to each Senior Executive.our NEOs. We offer medical, dental, vision and life insurance and disability benefits to all eligible employees, including our Senior Executives.employees. We also provide our Senior ExecutivesNEOs with the following benefits: (i) supplemental disability plans and RANGE RESOURCES CORPORATION -2021 Proxy Statement 47
Back to Contents (ii) reimbursement for approved spousal travel expenses related to Company business. We only provide club membership dues reimbursement and reimbursement of certain expenses to certain of our Senior Executivesexecutives to the extent such membership dues and expenses are related to the conduct of our business. The Compensation Committee believes these particular benefits help our Senior Executivesexecutives to network and foster relationships in the oil and gas industry and community that are valuable and important to our Company. A Senior ExecutiveAny executive must reimburse us for any personal club use or use by the Senior Executive or a member of his family. Effective fourth quarter 2017 to facilitate an orderly management succession process, we implemented a post-retirement benefit plan to assist in providing health care to officers who are active employees (including their spouses) and have met certain age and service requirements. These benefits are describednot funded in greater detail in the section of this Proxy Statement entitled “Narrative Disclosureadvance and are provided up to Summary Compensation Table and Grants of Plan-Based Awards Table – Other Benefits.” RANGE RESOURCES CORPORATION - 2016 Proxy Statement44
Allocation Among Types of Compensation
Allocation Among Compensation Components
The Compensation Committee does not arbitrarily set allocations for the different components of compensation (i.e., base salary, Annual Incentive Awards, long-term equity incentive compensation, etc.). Base salaries for our Senior Executives are targeted at the 50thpercentile of the Peer Group, subject to adjustment as described above. Annual Incentive Awards are based upon our performance using the performance criteria established by the Compensation Committee annually and subject to the Compensation Committee’s negative discretion. The Compensation Committee determines long-term equity incentive compensation amounts for each Senior Executive using the Company’s relative performance compared to the Peer Group and the benchmark data from companies in the Peer Group with pay practices comparable to the Company, by deducting the total cash compensation for the year from the calculated total compensation and awarding the difference in the form of equityage 65 or equity-based awards. In doing so, each Senior Executive’s long-term equity incentive compensation is set at a level that results in a total compensation amount that includes the base salary (targeted at 50thpercentile) together with performance-based Annual Incentive Awards using Section 162(m) criteria (subject to the Committee’s negative discretion) and equity awards which are determined based on our performance for the year relative to the Peer Group.
Allocation Among Long-Term Equity Incentive Compensation Components
In determining the percentage of long-term equity incentive awards granted in the form of Annual Stock Awards versus SARs in the past and the allocation between Annual Stock Awards and Performance Shares currently, the Compensation Committee considers several factors. First, the Compensation Committee believed that SARs closely align the interests of our employees with the interests of our stockholders because SARs only have value and become “in the money” when our common stock price appreciates above the price at the time of grant. Further, the SARs granted by the Company qualify as performance-based compensation under Section 162(m) of the Code and the Committee believes the Performance Shares likewise qualify as performance-based compensation under Section 162(m) of the Code. For additional discussion of these tax implications, please refer to the section below under the caption “Tax and Accounting Implications – Tax Deductibility of Pay.” However, the Compensation Committee also recognizes that SARs result in the issuance of a greater number of awards compared to Annual Stock Awards of equal cash value and may not create as much of a retention benefit as compared to Annual Stock Awards because they only have value if our common stock appreciates from the date of issuance. The Compensation Committee believes that Performance Shares and Annual Stock Awards also align the interests of our employees with the interests of our stockholders and may provide better employee retention benefits, especially in the case of the three-year Performance Shares which were granted in 2014 and 2015.
Prior to 2013, the Compensation Committee divided the value of the total long-term equity incentive awards granted to our Senior Executive and Other Corporate Officers between Annual Stock Awards and SARs. Effective in 2014, the Committee revised these percentages in connection with its planned use of Performance Shares as follows:
| | | | | Equity | | | | Target Equity% | | RSU/Annual | | Performance | | | | of Base Salary | | Stock Award | | Shares | | Employee Director | | 100% | | 76% | | 24% | | VP (Tier 1) | | 125% | | 72% | | 28% | | VP (Tier 2) | | 150% | | 60% | | 40% | | VP (Tier 3) | | 175% | | 50% | | 50% | | SVP + | Scorecard Performance | 50% | | 50% |
After the Compensation Committee determines the aggregate value of equity to be awarded using the Company’s relative performance compared to the Peer Group and the appropriate total compensation for each Senior Executive, the Compensation Committee determines the actual number of Annual Stock Awards and Performance Shares to be issued based solely on a mathematical calculation using the closing price of our common stock on the date they become eligible for Medicare, subject to various cost-sharing features. In combination with the implementation of grant. The fair value of a Performance Share is determined utilizing a Monte Carlo simulation model incorporating the terms of the Performance Share awards to determine the value at the date of grant. During 2015, the Named Executive Officers were granted 60% in the aggregate, and all nine of our Senior Executives were granted 72%, in the aggregate, of the total number of Performance Shares granted by the Company to its employees. The Named Executive Officers were granted 48% in the aggregate, and all nine of our Senior Executives were granted 57% in the aggregate, of the total number of the Annual Stock Awards granted during 2015. None of our Named Executive Officers or our nine Senior Executives received RSUs during 2015. Based on the total value of Annual Stock Awards, Performance Shares and RSUs granted, the Named Executive Officers were granted 29% of the total value, of the equity awards, and all nine of our Senior Executives were granted 35% of the total value, of the equity awards granted during 2015.
The Compensation Committee is cognizant of the dilutive effect of its equity incentive compensation program and seeks to grant its awards withinthis succession plan enhancement, certain industry benchmarks. Our “burn rate” and “overhang” are important metricsofficers that the Compensation Committee monitors and evaluates in determining the number and mix of our long-term equity incentive compensation awards.
The “burn rate” measures the potential future dilution to our stockholders as a result of long-term equity incentive awards granted by the Compensation Committee each year. The burn rate percentage is computed by dividing the number of shares of our common stock outstanding at the end of a year into the sum of the total number of Annual Stock Awards, PSUs, SARs, RSUs and other equity awards granted during the relevant year less any forfeitures or unused SARs upon settlement of SARs exercised during that year. In the case of SARs, the burn rate is overstated when the awards are initially granted. This is because the increase in the price of the common stock above the price at the time the SAR was granted is
RANGE RESOURCES CORPORATION -2016 Proxy Statement45
paid in common stock, thus the number of shares received on exercise is less than the number of shares covered by the SAR award. The balance of the shares is added back to the total authorized shares of common stock that the Compensation Committee can issue in the future under the Amended and Restated 2005 Plan.
“Overhang” is a measure of potential future dilution to our stockholders from the exercise of long-term equity incentive awards granted and outstanding even if such awards are not vested. The overhang percentage is calculated by dividing the amount of total unexercised SARs/RSUs/PSUs outstanding at the end of the year by the total shares of our common stock outstanding at the end of the year. The overhang percentage is significantly affected by the rate at which participants exercise awards. This measurement does not consider any additional shares authorized by our stockholders for issuance under any benefit plans that have not been granted but could be granted in the future by the Compensation Committee. All Annual Stock Awards and Matching Stock Awards are included in the shares of our common stock outstanding even though such awards may not be vested.
The Compensation Committee reviews the appropriate level of our burn rate and overhang. Generally, the Compensation Committee intendsqualify for the burn rate to be no higher than 3% and the overhang percentage to be no greater than 10%. The following table sets forthpost-retirement benefit plan were also immediately vested in summary the long-term equity incentive awards granted over the past three years and their effect on both our burn rate and overhang.
| Year | | SARs/RSUs
Granted | | | Forfeited and
Unused Shares | | | Stock Awards
Granted(1) | | | Common Shares
Outstanding at
Year End | | | Burn Rate % | | | Total
Outstanding(2) | | | Overhang% | | | 2015 | | | 587,711 | | | | 543,293 | (3) | | | 605,980 | | | | 169,375,743 | | | | 0.38 | % | | | 2,866,358 | | | | 1.7% | | | 2014 | | | 357,298 | | | | 573,405 | (4) | | | 498,322 | | | | 168,771,131 | | | | 0.17 | % | | | 2,876,073 | | | | 1.7% | | | 2013 | | | 872,670 | | | | 1,101,711 | (5) | | | 403,105 | | | | 163,441,414 | | | | 0.11 | % | | | 3,305,453 | | | | 2.0% | |
| | (1) | The “Stock Awards Granted” amount is net of forfeitures. | | | (2) | “Total Outstanding” disclosed in the above table represents SARs/RSUs/PSUs to be issued upon exercise. This includes all equity plans. | | | (3) | In 2015, a total of 427,598 SARs were exercised, resulting in 77,002 shares of common stock being issued. The remaining shares were added back to the number of shares authorized to be granted under the Amended and Restated 2005 Plan. During 2015, 27,974 SARs and 31,109 RSUs were forfeited. In 2015, a total of 386,121 RSUs vested, resulting in 252,507 shares of common stock being issued. | | | (4) | In 2014, a total of 616,563 SARs were exercised resulting in 195,242 shares of common stock being issued. The remaining shares were added back to the number of shares authorized to be granted under the Amended and Restated 2005 Plan. During 2014, 66 SARs and 26,605 RSUs were forfeited. In 2014, a total of 369,862 RSUs vested, resulting in 244,449 shares of common stock being issued. | | | (5) | In 2013, a total of 1,244,984 SARs were exercised resulting in 246,466 shares of common stock being issued. The remaining unused SARs were added back to the number of shares authorized to be granted under the Amended and Restated 2005 Plan. During 2013, 52,582 SARs and 50,611 RSUs were forfeited. |
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 relative performance of the Company to the Peer Group and applies three-year 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) due to a strong historical stock price performance. 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 buys 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 Shares, including the fact that such awards are intentionally designed such that the payout varies between 0% to 150% of the number of shares initially awarded.
Tax and Accounting Implications
Tax Deductibility of Compensation
Section 162(m) of the Code places a limit of $1,000,000 on the amount of compensation that we may deduct in any one year with respect to each of our CEO and our other three most highly paid executive officers, not including the CFO. There is an exception to the $1,000,000 limitation for performance-based compensation meeting certain requirements. Annual Incentive Awards, SARs and Performance Shares generally are performance-based compensation meeting those requirements and, as such, should be fully deductible by us. Non-performance based compensation would include any salaries not deferred, distributions from the deferred compensation plans and the IRS value of any perquisites. Our Senior Executives can defer a portion of their salaries and Annual Incentive Awards either under our 401(k) Plan or Active Deferred Compensation Plan, which also may defer the amount that may otherwise be deductible by us for the applicable taxable year, as we can deduct amounts contributed to the 401(k) Plan at the time the contribution is made. Stock awards that vest solely with the passage of time are not considered performance-based under Section 162(m) of the Code and, as such, are not deductible by us beyond the $1,000,000 limit. However, because currently all Annual Stock Awards and Matching Stock Awards to our Senior Executives are placed into our Active Deferred Compensation Plan, the deductibility of such awards are not subject to the Section 162(m) limitation until the common stock or the sale proceeds from the common stock are distributed from the deferred compensation plans. The deductibility of distributions from the deferred compensation plans under Section 162(m) is dependent on (i) the individual elections of each Senior Executive regarding time of payment, (ii) whether the Senior Executive is a covered employee at the end of the
RANGE RESOURCES CORPORATION -2016 Proxy Statement46
year when distributed, and (iii) whether the aggregate amount of all non-performance based compensation exceeds the $1,000,000 deduction threshold. If such distributions are made after a Senior Executive is retired or no longer the CEO or one of the other three most highly compensated executive officers excluding the CFO, such distributions are not subject to the 162(m) limitations. To maintain flexibility in compensating our executive officers in a manner designed to promote varying corporate goals, the Compensation Committee has not adopted a policy requiring all compensation to be tax deductible.
Tax Consequences of Equity Awards
Upon the exercise of a SAR, the employee becomes obligated to pay taxes at ordinary income tax rates on the amount by which the market value of the common stock on the date of exercise exceeds the grant date price of the SAR. We correspondingly receive a tax deduction of the same amount for tax reporting purposes. We issue our common stock to cover the stock appreciation based on the fair market value of our common stock on the date of exercise. We settle the payroll and withholding taxes associated with the exercise in cash, and the net appreciation after withholding taxes is used to determine the amount of our common stock actually issued. This results in less dilution to our current stockholders because it results in the issuance of fewer shares upon the exercise of the SARs than the SARs granted. Any later sale of our common stock received by the employee is subject to taxation on the long- or short-term capital gain or loss measured by the actual sales proceeds compared to the market value of our common stock on the date of exercise, which becomes the employee’s cost basis in the shares upon exercise.
Beginning in 2011, the Compensation Committee began granting restricted stock units (“RSUs”) to employees other than the Senior Executives and other Corporate Officers. We receive a compensation deduction for the value of RSUs as they vest and are included in the employees’ W-2 wages. As is the case with SARs, we also settle payroll and withholding taxes associated with the vesting of RSUs in cash.
Annual Stock Awards and Matching Stock Awards granted to employees are placed in each employee’s account in the rabbi trust for our Active Deferred Compensation Plan. Therefore, we do not receive any deduction for such awards until shares of our common stock or the sales proceeds from our common stock are distributed out of the plan to the individual participants. The time of distribution for these amounts is determined by the participant. Currently, we have a significant net operating loss carryover for federal tax purposes and, therefore, such deferrals do not have any current effect on the income taxes owed by us.
Beginning in 2014, the Compensation Committee began granting Performance Shares to Senior Executives and other Corporate Officers. We receive a compensation deduction as they vest and are included in the employee’s W-2 wages.
Policies Regarding Equity Awards
Financial Restatement/Clawback Policy
The Board of Directors’ policy is that the Compensation Committee, to the extent permitted by governing law, retains the sole and absolute authority to make retroactive adjustments to any cash or equity-based incentive compensation paid to our Senior Executives and Other Corporate Officers where the payment of such amounts was predicated upon the achievement of certain financial results that were subsequently the subject of a restatement. Where applicable, we will seek to recover (or “clawback”) any amount determined to have been inappropriately received by an individual.
Grant Timing
The Compensation Committee does not time, nor has the Compensation Committee in the past timed, equity grants in coordination with the release of material non-public information. Instead, we grant equity at the time or times dictated by our normal compensation process as developed by the Compensation Committee.
The Compensation Committee makes all equity grants to our Senior Executives at its scheduled meeting in May of each year. This allows(excluding any involuntary termination for cause). Effective October 2018, officers who qualify for the Compensation Committee and its independent compensation consultant time to review the compensation of executive officers at the Peer Group companies, as reported in the Peer Group companies’ respective proxy statements and audited financial statements filed during the first four months of each year in order to evaluate the Company’s performance relative to the Peer Group companies and the compensation paid by such Peer Group companies.
None of our employees have attempted to time long-term equity incentive award grants by making grant recommendations to the Compensation Committee. Certain Senior Executivesnew post-retirement health care plan are authorized to make requests to the Compensation Committee regarding awards for new personnel as part of the hiring process, to existing employees who are promoted or where market conditions could reduce our ability to retain key employees. However, these are market driven occurrences and not timing issues, and such Senior Executives only provide recommendations that may or may not be approved by the Compensation Committee.
Stock Ownership Requirements for Executive Officers and Directors
Our Senior Executives, Other Corporate Officers and directors have always held substantial amounts of our common stock; however, to formalize the policy of stock ownership for such individuals, the Compensation Committee and our Board determined to impose a minimum ownership threshold for our common stock to further ensure alignment between the interests of our Senior Executives and our stockholders as well as our directors and our stockholders.
RANGE RESOURCES CORPORATION -2016 Proxy Statement47
Each officer listed below is expected to own a number of our shares with a value that is a multiple of the officer’s current base salary and each non-management director is expected to own a number of shares with a value that is a multiple of the director’s annual cash retainer, as follows:
Position | Multiple | Chief Executive Officer | 5.0 x base salary | Executive Vice President | 4.0 x base salary | Senior Vice President | 3.0 x base salary | Non-management Director | 5.0 x annual cash retainer |
Unless the officer has achieved the required level of share ownership, the officer is required to retain an amount equal to 50%provide reasonable notice of retirement and, since 2019, are fully vested after one year of service following the net shares received as a result of any equity awards granted to the officer by the Company until he or she is in compliance with the stock ownership policy. An officer must continue to retain shares in the amount required for as long as the officer is subject to the policy. As of the date of this Proxy Statement, all officers subject to the Stock Ownership policy are in compliance with the policy.grant date.
Unless a director has achieved the required level of share ownership, the director is required to retain an amount equal to 50% of the net shares received as a result of any equity awards granted to the director by the Company until he or she is in compliance with the stock ownership policy. A director must continue to retain shares in the amount required for as long as the director serves on the Board. As of the date of this Proxy Statement, all directors are in compliance with the policy.
Trading in the Company’s Stock Derivatives and Pledging Limitation
It is our policy that directors and all officers, including our Senior Executives, may not purchase or sell options on our common stock, nor engage in short sales with respect to our common stock. Trading by officers and directors in puts, calls, straddles, equity swaps or other derivative securities that are directly linked to our common stock is also prohibited.
In the past, the Company allowed directors and officers to pledge Company equity as security for an extension of credit subject to specified limitations.
Effective May 18, 2016, pledging of Company equity to secure any new credit is prohibited. Only one Senior Executive, Mr. Stephens, has pledged equity to secure a line of credit and his pledged equity will not be increased in compliance with the new policy prohibiting such future pledges. Effective upon the election of the Board of Directors at the Annual Stockholder Meeting no Directors will have pledged Company equity.
Change in Control Arrangements There are no employment agreements currently in effect between us and any employee, including each of our Senior Executives.employee. None of our employees including our Senior Executives, are covered under any general severance plan. In the event a Senior Executivean executive terminates employment, any severance benefits payable would be determined by the Compensation Committee inat 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 has not been amended in over 7 years.2005. Pursuant to the Management CIC Plan, all our Senior Executives, Other Corporate Officerscorporate 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 “PotentialPaymentsuponTerminationandChangein Control.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: • 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 • | 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 plus (B) the participant’s base salary; and | | | • | 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. |
• 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. The “benefit multiples” applicable to the Named Executive Officers areNEOs in 2020 were as follows: Mr. Ventura – three; Mr. MannyScucchi – two and one-half;three; Mr. WalkerDegner – two and one-half;three, Mr. StephensPoole – twothree and Mr. PooleFarquharson - two.three. In early 2020, based on proxy voting guidelines we received from a large stockholder, the benefit multiples were increased to three times for all Senior Vice Presidents. In addition, allany non-vested equity based compensation awards held by each participant vest upon the occurrence of a Change in Control. Explanation of Significant Components of Management CIC Plan; Elimination of Tax Gross Ups for Future Participants
Changes in control are common among oil and gas exploration and production companies and change in control arrangements are a significant and customary compensation policy that is necessary to attract and retain experienced employees. The Compensation Committee therefore determined that the Company should provide change in control protection and adopted the Management CIC Plan, which it believes fairly balances our and the participants’ interests. The Compensation Committee has concluded that a uniform plan applicable to all members of the Management Group is more efficient than negotiating separate change in control agreements with each officer or other key employee.
RANGE RESOURCES CORPORATION -2016 Proxy Statement48
The Compensation Committee’s rationale behind the design of the material provisions of our Management CIC Plan is described below. A more detailed description of these provisions is provided in the section of this Proxy Statement entitled ““PotentialPaymentsuponTerminationandChangeinControl.”
Risk Assessment of Compensation Policies and Practices Although the majority of the executive compensation program pay is performance-based, the Compensation Committee believes the program does not encourage unnecessary or excessive risk-taking. The Compensation Committee believes that any potential risk of the executive compensation program influencing behavior that could be inconsistent with the overall interests of Range and its stockholders is mitigated by several factors, including: • 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, CFO and COO; • 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. RANGE RESOURCES CORPORATION -2021 Proxy Statement 48
Back to Contents 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 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. Tax Deductibility of Compensation The Tax Cuts and Jobs Act of 2017 that was signed into law in December 2017, expands the definition of what types of compensation are subject to the $1,000,000 limitation under Section 162(m) to include performance-based compensation and includes the CFO as a covered employee. In addition, the new rule expands the definition of a “covered employee” to include any individuals who have previously been a covered employee for any years after December 31, 2016. Thus, once an individual is identified as one of the top 5 covered employees, the $1,000,000 deduction limitation applies to compensation paid to that individual, even after the individual no longer holds that position or has separated from service. Financial Restatement/Clawback Policy The Board of Directors’ policy is that the Compensation Committee, to the extent permitted by governing law, retains the sole and absolute authority to make retroactive adjustments to any cash or equity-based incentive compensation paid to our executives where the payment of such amounts was predicated upon Terminationthe achievement of certain financial results that were subsequently the subject of a restatement. Where applicable, we will seek to recover (or “clawback”) any amount determined to have been inappropriately received by an individual. Grant Timing The Compensation Committee does not time, nor has the Compensation Committee in the past timed, equity grants in coordination with the release of material non-public information. Instead, we grant equity at the time or times dictated by our normal compensation process as developed by the Compensation Committee. None of our employees have attempted to time long-term equity incentive award grants by making grant recommendations to the Compensation Committee. Certain executives are authorized to make requests to the Compensation Committee regarding awards for new personnel as part of the hiring process, to existing employees who are promoted or where market conditions could reduce our ability to retain key employees. However, these are market driven occurrences and Changenot timing issues, and such executives only provide recommendations that may or may not be approved by the Compensation Committee. Stock Ownership Requirements for Executive Officers Each officer listed below is expected to own a number of our shares with a value that is a multiple of the officer’s current base salary: Position | Multiple | Chief Executive Officer | 5.0 x base salary | Senior Vice President | 3.0 x base salary |
Unless the officer has achieved the required level of share ownership, the officer is required to retain an amount equal to 50% of the net shares received as a result of any equity awards granted to the officer by the Company until he or she is in Control.”compliance with the stock ownership policy. An officer must continue to retain shares in the amount required for as long as the officer is subject to the policy. As of the date of this proxy, all of the senior officers satisfy the ownership requirement. The requirement to retain 50% was established to allow limited sales as necessary to satisfy tax withholding obligations. • | Double Trigger Change of Control Termination Payment. The Compensation Committee determined that, in order for the Management CIC Plan to be fair to the Company’s interests, any payments should occur only after a “double trigger” event. This means that no cash severance or benefit continuance will be received under the Management CIC Plan unless both (i) a Change in Control occurs and (ii) the participant is terminated other than for “Cause” or resigns for “Good Reason” within the “Protection Period.” | • | Definition of “Change in Control.” The Compensation Committee developed the definition of Change in Control in consultation with our legal counsel. Under this definition, a Change in Control does not occur unless the transaction potentially triggering a Change in Control is actually consummated. | • | Benefit Multiple. The Compensation Committee determined the “benefit multiple” applicable to the Named Executive Officers (in the amounts set forth above) 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. The Compensation Committee also determined that, based on the range in multiples paid to chief financial officers and chief operating officers by other companies, our CFO and COO should receive a two and one-half times multiple, which is the midpoint of the range. Similarly, the “benefit multiples” for our Other Corporate Officers were set at two times. | • | Protection Period. The Compensation Committee believes that in our circumstances any terminations would most likely occur within the first 12 months after the consummation of a Change in Control. Therefore, the Compensation Committee determined that an extended protection period after 12 months was not necessary. | • | Tax Reimbursement. The Management CIC Plan as adopted 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 recognizes that tax gross ups are disfavored and, while the Management CIC Plan has not been revised since December 2008, the Committee re-evaluated whether to limit or eliminate the gross up provision. After consulting with Alvarez & Marsal regarding the effect of the change to Performance Shares as a substantial part of the equity awards to Senior Officers and the fact that the use of Performance Shares creates a potential for the Senior Officers to incur significant 4999 Excise Tax where prior to the use of Performance Shares there would have been no 4999 Excise Tax liability, the Committee determined to eliminate the rights under the gross up provision for any employees who become officers after the Committee’s action. |
 Trading in the Company’s Stock Derivatives and Pledging Limitation It is our policy that directors and all officers, including our NEOs, may not purchase or sell options on our common stock, nor engage in short sales with respect to our common stock. Trading by officers and directors in puts, calls, straddles, equity swaps or other derivative securities that are directly linked to our common stock is also prohibited. Pledging of Company equity to secure any new credit is prohibited. As of the date of this proxy, no NEOs or directors have any pledged Company equity. RANGE RESOURCES CORPORATION -2021 Proxy Statement 49
Back to Contents The Compensation Committee has reviewed and discussed the Compensation Discussion and Analysis with our management. Based on this review and discussion, the Compensation Committee recommended to the Board of Directors that the Compensation Discussion and Analysis be included in our Proxy Statement. Kevin S. McCarthy,Steve D. Gray,Chair
Anthony V. Dub
V. Richard Eales
Allen Finkelson
James M. Funk
Steffen E. Palko RANGE RESOURCES CORPORATION --20162021 Proxy Statement 4950 Summary Compensation Table
The following Summary Compensation Table includestable summarizes total compensation for calendar years 2015, 2014 and 2013 for our Named Executive Officers, who are prescribed by the SEC to be (i) our CEO (our principal executive officer), (ii) our CFO (our principal financial officer), and (iii) our three most highly compensated executive officers other than our principal executive and financial officers serving as executive officers at the end of 2015. The Compensation Committee’s approval cycle for awarding compensation to our Named Executive Officers (and all other employees) does not conform to a calendar year because the Compensation Committee generally conducts salary adjustments and the final determination of equity grants in May of the year following the calendar year being reviewed. The Compensation Committee delays the final performance review process until May so that it can obtain audited financial statements of the Peer Group companies to determine the Company’s relative performance to the actual results of the Peer Group and also obtain comparative compensation data from each Peer Group company’s proxy statement. As a result of the difference in the Compensation Committee’s approval cycle from the calendar year, the “Stock Awards” and “Option Awards” presented for each calendar year in columns (e) and (f) of the Summary Compensation Table, respectively, relate to the Compensation Committee’s final performance review processNEO for the prior calendar year.years shown:
We do not provide a pension plan nor do we pay above market or preferential earnings on our Named Executive Officers’ non-qualified deferred compensation plan accounts. Therefore, column (h) covering “Change in Pension Value and Non-Qualified Deferred Compensation Earnings” has been deleted from the SEC-prescribed table format.
SUMMARY COMPENSATION TABLE
Name
and Principal Position | | | Year | | | Salary(1) | | | Stock
Awards(2) | | | Option
Awards(2) | | | Non-Equity
Incentive Plan
Compensation(3) | | | All Other
Compensation(4) | | | Total | | (a) | | | (b) | | | | (c) | | | | (e) | | | | (f) | | | | (g) | | | | (i) | | | | (j) | | Jeffrey L. Ventura | | | 2015 | | | $ | 925,000 | | | $ | 7,496,007 | | | $ | — | | | $ | 1,270,456 | | | $ | 149,366 | | | $ | 9,840,829 | | President & CEO | | | 2014 | | | $ | 904,275 | | | $ | 8,358,996 | | | $ | — | | | $ | 1,265,985 | | | $ | 134,823 | | | $ | 10,664,079 | | | | | 2013 | | | $ | 864,423 | | | $ | 6,194,243 | | | $ | 1,996,858 | | | $ | 1,440,143 | | | $ | 137,736 | | | $ | 10,633,404 | | Roger S. Manny | | | 2015 | | | $ | 493,000 | | | $ | 3,633,004 | | | $ | — | | | $ | 510,143 | | | $ | 83,476 | | | $ | 4,719,623 | | EVP & CFO | | | 2014 | | | $ | 479,296 | | | $ | 3,665,955 | | | $ | — | | | $ | 536,811 | | | $ | 78,339 | | | $ | 4,760,401 | | | | | 2013 | | | $ | 453,654 | | | $ | 2,731,527 | | | $ | 880,553 | | | $ | 604,636 | | | $ | 77,641 | | | $ | 4,748,011 | | Ray N. Walker | | | 2015 | | | $ | 493,000 | | | $ | 3,536,003 | | | $ | — | | | $ | 510,143 | | | $ | 79,716 | | | $ | 4,618,862 | | EVP & COO | | | 2014 | | | $ | 479,604 | | | $ | 3,534,997 | | | $ | — | | | $ | 537,156 | | | $ | 78,615 | | | $ | 4,630,372 | | | | | 2013 | | | $ | 446,039 | | | $ | 2,465,212 | | | $ | 794,719 | | | $ | 445,865 | | | $ | 74,905 | | | $ | 4,226,739 | | Chad L. Stephens | | | 2015 | | | $ | 410,000 | | | $ | 2,490,991 | | | $ | — | | | $ | 318,193 | | | $ | 71,594 | | | $ | 3,290,778 | | SVP | | | 2014 | | | $ | 397,651 | | | $ | 2,491,023 | | | $ | — | | | $ | 334,027 | | | $ | 68,174 | | | $ | 3,290,875 | | | | | 2013 | | | $ | 371,539 | | | $ | 1,728,770 | | | $ | 557,296 | | | $ | 371,394 | | | $ | 67,786 | | | $ | 3,096,785 | | David P. Poole | | | 2015 | | | $ | 398,000 | | | $ | 1,940,993 | | | $ | — | | | $ | 308,880 | | | $ | 64,631 | | | $ | 2,712,504 | | SVP(5) | | | 2014 | | | $ | 388,527 | | | $ | 2,151,007 | | | $ | — | | | $ | 326,362 | | | $ | 64,593 | | | $ | 2,930,489 |
Name
and Principal Position | | Year | | | Salary(1) | | | Stock
Awards(2) | | | Non-Equity
Incentive Plan
Compensation(3) | | | All Other
Compensation(5) | | | Total | | | Jeffrey L. Ventura | | 2020 | | | $ | 960,577 | | | $ | 3,922,995 | | | $ | 1,665,000 | | | $ | 156,216 | | | $ | 6,704,788 | | | President & CEO | | 2019 | | | $ | 925,000 | | | $ | 5,749,992 | | | $ | 1,652,216 | | | $ | 57,312 | | | $ | 8,384,520 | | | | | 2018 | | | $ | 925,000 | | | $ | 6,137,133 | | | $ | 1,500,000 | | | $ | 149,055 | | | $ | 8,711,188 | | | Mark S. Scucchi | | 2020 | | | $ | 488,654 | | | $ | 2,051,999 | | | $ | 712,500 | | | $ | 75,319 | | | $ | 3,328,472 | | | SVP & CFO | | 2019 | | | $ | 430,385 | | | $ | 2,199,991 | | | $ | 466,193 | | | $ | 67,136 | | | $ | 3,163,705 | | | | | 2018 | | | $ | 361,979 | | | $ | 421,851 | | | $ | 436,248 | | | $ | 56,939 | | | $ | 1,277,017 | | | Dennis L. Degner | | 2020 | | | $ | 488,654 | | | $ | 2,279,996 | | | $ | 712,500 | | | $ | 77,016 | | | $ | 3,558,166 | | | SVP & COO | | 2019 | | | $ | 410,000 | | | $ | 1,300,002 | | | $ | 466,193 | | | $ | 66,421 | | | $ | 2,242,616 | | | | | 2018 | | | $ | 346,778 | | | $ | 1,143,317 | | | $ | 400,000 | | | $ | 169,573 | | | $ | 2,059,668 | | | David P. Poole | | 2020 | | | $ | 463,269 | | | $ | 1,368,000 | | | $ | 506,250 | | | $ | 79,861 | | | $ | 2,417,380 | | | SVP | | 2019 | | | $ | 411,077 | | | $ | 1,815,071 | | | $ | 444,759 | | | $ | 70,519 | | | $ | 2,741,426 | | | | | 2018 | | | $ | 398,000 | | | $ | 1,368,202 | | | $ | 418,378 | | | $ | 27,168 | | | $ | 2,211,748 | | | Alan W. Farquharson(4) | | 2020 | | | $ | 390,462 | | | $ | 835,999 | | | $ | 423,000 | | | $ | 69,465 | | | $ | 1,718,926 | | | SVP | | 2019 | | | $ | 373,462 | | | $ | 1,101,727 | | | $ | 402,962 | | | $ | 66,205 | | | $ | 1,944,356 | |
| The information presented is applicable to payments that are actually paid or accrued during the calendar year or, with respect to voluntary salary deferrals, vested during the calendar year. The amounts shown as “Salary” in column (c) are the sums of actual baseFor 2020, salary payments include cash payments for each of our Named Executive Officers which were paid during the calendar year. These amounts reflect different annual salaries because of the timing of our salary adjustments. The annual salaries for each of our Named Executive Officers during the periods presented are described27 weeks versus 26 weeks in the section of this Proxy Statement entitled “Narrative Disclosure to Summary Compensation Table2019 and Grants of Plan-Based Awards Table — Salaries.” | | 2018. | The amounts shown as “Option Awards” inThis column (f) reflectreflects the aggregate fair value of the SARs granted during the calendar yearvalues calculated in accordance with ASC 718. For additional information ongenerally accepted accounting principles in the determinationUnited States regarding stock compensation, without taking into account estimated forfeitures and does not reflect the actual value that may be recognized by each NEO. Restricted stock generally will vest according to the following schedule: 30% after year one, 60% after year two and 100% after year three. Performance restricted stock generally will vest three years after the date of grant upon our achievement of certain criteria including total stockholder return relative to a pre-determined peer group and certain internally developed performance metrics. Performance restricted stock is valued assuming a target number of shares would be issued. If our achievement of the defined criteria resulted in 200% of the award being paid, the grant date fair value for SARs, please see Note 12 to our financial statements2020 would have been as follows: Mr. Ventura ($6,021,992); Mr. Scucchi ($3,283,198); Mr. Degner ($3,647,996); Mr. Poole ($1,368,000) and Mr. Farquharson ($835,999). See grants of December 31, 2015 as filed on Form 10-K. Our Named Executive Officers did not forfeit any Annual StockPlan-Based Awards or Option Awards/SARs during 2015, 2014 or 2013. The amounts shown as “Stock Awards” in column (e) are valued at the closing price of our common stock on the date such awards were approved by the Compensation Committee and the amounts reported reflect the aggregate grant date fair value computed in accordance with ASC 718. See Note 12 to our financial statements as of December 31, 2015 as filed on Form 10-Ktable for additionalmore information. RecipientsAs of the Stock Awards reported in column (e) are entitled to receive dividends paid in respect of such shares. Performance restricted stock awarded in 2015 will ultimately vest at the end of the three year performance period based on TSR. Amounts shown assume target payoutfourth quarter 2020, Mr. Scucchi and Mr. Degner do not qualify for the PSUs. | | our post-retirement health care benefit plan. | The amounts shown as “Non-Equity Incentive Plan Compensation” in column (g) are equal to the cash incentive awards granted by the Compensation Committee for each of our Named Executive Officer’sNEOs performance for the applicable calendar year. While these awards are based on performance criteria established by the Compensation Committee, the actual amounts awarded are not determined until February ofearly in the year following the calendar year being evaluated. These amounts were accrued during the calendar year being evaluated on an estimated basis and then adjusted to reflect the actual amounts awarded. The cash incentive awards were determined and paid in accordance with our Amended and Restated 2005 Plan, which we intend to comply with Section 162(m)2019 Equity Plan. (4) Under applicable SEC rules, Mr. Farquharson’s compensation for 2018 is excluded as he was not a named executive in that year. (5) The following table describes each component of the Code. | (4) | The amounts included as “All Other Compensation” column for 2020 in column (i) include amounts paid during the calendar year as (i) matching contributions to our Active Deferred Compensation Plan (which may be paid in cash or Matching Stock Awards, at the election of our participating employees), (ii) our 401(k) Plan matching contribution, (iii) executive disability plan premiums, and (iv) any other perquisites. We have identified the following perquisites provided to our Senior Executives – secretarial services for personal matters, occasional use of Company-owned facilities or equipment, relocation benefits, club memberships and reimbursed approved spousal travel expenses to attend certain Company functions. For a detailed description of each component included in “All Other Compensation” see the section of this Proxy Statement entitled “Narrative Disclosure to Summary Compensation Table above. |
| | | Active Deferred
Compensation
Plan Match | | | 401(k) Plan
Match | | | Executive
Disability
Premium | | | Total | | | Jeffrey L. Ventura | | $ | 96,058 | | | $ | 17,100 | | | $ | 43,058 | | | $ | 156,216 | | | Mark S. Scucchi | | $ | 48,865 | | | $ | 17,100 | | | $ | 9,354 | | | $ | 75,319 | | | Dennis L. Degner | | $ | 48,865 | | | $ | 17,100 | | | $ | 11,051 | | | $ | 77,016 | | | David P. Poole | | $ | 46,328 | | | $ | 17,100 | | | $ | 16,433 | | | $ | 79,861 | | | Alan W. Farquharson | | $ | 39,047 | | | $ | 17,100 | | | $ | 13,318 | | | $ | 69,465 | |
RANGE RESOURCES CORPORATION -2021 Proxy Statement 51
Back to Contents Pursuant to Item 402(u) of Regulation S-K, we have prepared a comparison of the annual total compensation of Mr. Ventura, our Chief Executive Officer and President, for fiscal year 2020 to the median of annual total compensation of all other Company employees for the same period. We identified the median employee for this review by examining the 2020 annual total compensation for all employees, excluding our Chief Executive Officer, who were employed by us on December 31, 2020 because it allowed us to make the identification in a reasonably efficient manner. We included all employees, whether employed on a full-time, part-time, or seasonal basis. For this purpose and using reasonable estimates, the calculation of annual total compensation of all employees, excluding our Chief Executive Officer, was determined by using the wages and compensation similar to the salary components used to determine Mr. Ventura’s total compensation. We chose this method because it is readily available in our existing payroll system, it is determined on a consistent basis for each employee, and because we believe it is a reasonable proxy for total compensation for purposes of determining the median employee. We annualized the compensation for any employee that was not employed by us for all of 2020. For the total annual compensation of our Chief Executive Officer, we used the “TotalCompensation” shown for Mr. Ventura in the “SummaryCompensationTable” on page 51 of this Proxy Statement. Following our review, we have determined that for 2020: • the median of the annual total compensation of all employees of the Company (other than our Chief Executive Officer) was $156,000; • the annual total compensation of our Chief Executive Officer, as reported in the Summary Compensation Table above was $6.7 million; and • as a result, we estimate Mr. Ventura’s 2020 annual total compensation was approximately 43 times that of our median employee. The above determination is a reasonable estimate calculated in a manner consistent with SEC rules based on our payroll and employment records and the methodology described above. The SEC rules for identifying the median employee and calculating the pay ratio based on that employee’s annual total compensation allow companies to adopt a variety of methodologies, to apply certain exclusions and to make reasonable estimates and assumptions that reflect their comparison to the ratio reported above, as other companies may have different employment and compensation practices and may utilize different methodologies, exclusions, estimates and assumptions in calculating their own pay ratios. RANGE RESOURCES CORPORATION -2021 Proxy Statement 52
Back to Contents RANGE RESOURCES CORPORATION -2016 Proxy Statement50
Grants of Plan-Based Awards
The Grants of Plan-Based Awards Table should be read in conjunction withtable below shows the Summary Compensation Table. The Grants of Plan-Based Awards Table discloses the total number of Annual Stock Awards, Matching Stock Awards and Performance Shares actuallyplan-based awards granted in 2015 to each of our Named Executive Officers as well as potential payouts under the Annual Incentive Awards granted in 2015. The dollar value of Matching Stock Awards is shown in the Grants of Plan-Based Awards Table below and is included as “All Other Compensation” in column (i) of the Summary Compensation Table. Columns (j) and (k) covering “All Other Option Awards” and “Exercise Price of Option Awards” have been deleted from the SEC prescribed table format becauseby the Compensation Committee did not grant suchto the NEOs in 2020. The awards are abbreviated in 2015.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). | | | | | Estimated Future Payouts Under | | Estimated Future Payouts Under | | All Other Stock | | Grant Date Fair | | | | Estimated Future Payouts Under | | Estimated Future Payouts Under | | All Other | | | Grant Date
Fair Value | | | | | | | Non-Equity Incentive Plan Awards(1) | | Equity Incentive Plan Awards(2) | | Awards: Number | | Value of Stock | | | | Non-Equity Incentive Plan Awards(1) | | Equity Incentive Plan Awards(2) | | Stock Awards: | | | of Stock | | | | | Grant | | Threshold | | | | | | Threshold | | | | | | of Shares of Stock | | and Option | | Grant | | | Threshold | | | Target | | | Maximum | | | Threshold | | | Target | | | Maximum | | | # of Shares of | | | and Option | | | Name | | Date | | ($) | | Target ($) | | Maximum ($) | | (#) | | Target (#) | | Maximum (#) | | or Units(#)(1) | | Awards(3) | | Date | | | ($) | | | ($) | | | ($) | | | (#) | | | (#) | | | (#) | | | Stock or Units | | | Awards(4) | | | (a) | | (b) | | (c) | | (d) | | (e) | | (f) | | (g) | | (h) | | (i) | | (l) | | (b) | | | (c) | | | (d) | | | (e) | | | (f) | | | (g) | | | (h) | | | (i) | | | (l) | | | Jeffrey L. Ventura | | | | | | $ | 462,500 | | | $ | 925,000 | | | $ | 1,850,000 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 02/10/15 | | | | | | | | | | | | | | | | | | | | | | | | 1,764 | (4) | $ | 92,522 | | | | | | 05/19/15 | | | | | | | | | | | | | | | | | | | | | | | | 64,233 | (5) | $ | 3,747,995 | | | | | | 05/19/15 | | | | | | | | | | | | | | — | | | | 65,285 | | | | 97,928 | | | | $ | 3,748,012 | | | Roger S. Manny | | | | | | $ | 197,200 | | | $ | 394,400 | | | $ | 788,800 | | | | | | | | | | | | | | | | | | | | | 02/10/15 | | | | | | | | | | | | | | | | | | | | | | | | 940 | (4) | $ | 49,303 | | | | | | 05/19/15 | | | | | | | | | | | | | | | | | | | | | | | | 31,131 | (5) | $ | 1,816,494 | | | | | | 05/19/15 | | | | | | | | | | | | | | — | | | | 31,641 | | | | 47,462 | | | | $ | 1,816,510 | | | Ray N. Walker | | | | | | $ | 197,200 | | | $ | 394,400 | | | $ | 788,800 | | | | | | | | | | | | | | | | | | | | | 02/10/15 | | | | | | | | | | | | | | | | | | | | | | | | 940 | (4) | $ | 49,303 | | | | | | 05/19/15 | | | | | | | | | | | | | | | | | | | | | | | | 30,300 | (5) | $ | 1,768,005 | | | | | | 05/19/15 | | | | | | | | | | | | | | — | | | | 30,796 | | | | 46,194 | | | | $ | 1,767,998 | | | Chad L. Stephens | | | | | | $ | 123,000 | | | $ | 246,000 | | | $ | 492,000 | | | | | | | | | | | | | | | | | | | | | 02/10/15 | | | | | | | | | | | | | | | | | | | | | | | | 782 | (4) | $ | 41,016 | | | | | | 05/19/15 | | | | | | | | | | | | | | | | | | | | | | | | 21,345 | (5) | $ | 1,245,481 | | | | | | 05/19/15 | | | | | | | | | | | | | | — | | | | 21,695 | | | | 32,543 | | | | $ | 1,245,510 | | | ACI | | | | | | | $ | 555,000 | | | $ | 1,110,000 | | | $ | 2,220,000 | | | | | | | | | | | | | | | | | | | | | | | MA | | | | 02/21/20 | | | | | | | | | | | | | | | | | | | | | | | | | | | | — | (3) | | | 96,058 | | | RS | | | | 02/04/20 | | | | | | | | | | | | | | | | | | | | | | | | | | | | 603,973 | (5) | | $ | 1,823,998 | | | PBA | | | | 02/04/20 | | | | | | | | | | | | | | | | — | | | | 620,113 | | | | 1,240,226 | | | | | | | $ | 2,098,997 | | | Mark S. Scucchi | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | ACI | | | | | | | $ | 237,500 | | | $ | 475,000 | | | $ | 950,000 | | | | | | | | | | | | | | | | | | | | | | | MA | | | | 03/15/20 | | | | | | | | | | | | | | | | | | | | | | | | | | | | — | (3) | | $ | 10,500 | | | MA | | | | 06/19/20 | | | | | | | | | | | | | | | | | | | | | | | | | | | | — | (3) | | $ | 12,789 | | | MA | | | | 09/25/20 | | | | | | | | | | | | | | | | | | | | | | | | | | | | — | (3) | | $ | 12,788 | | | MA | | | | 12/30/20 | | | | | | | | | | | | | | | | | | | | | | | | | | | | — | (3) | | $ | 12,788 | | | RS | | | | 02/04/20 | | | | | | | | | | | | | | | | | | | | | | | | | | | | 271,788 | (5) | | $ | 820,800 | | | PBA | | | | 02/04/20 | | | | | | | | | | | | | | | | — | | | | 363,737 | | | | 727,474 | | | | | | | $ | 1,231,199 | | | Dennis L. Degner | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | ACI | | | | | | | $ | 237,500 | | | $ | 475,000 | | | $ | 950,000 | | | | | | | | | | | | | | | | | | | | | | | MA | | | | 03/15/20 | | | | | | | | | | | | | | | | | | | | | | | | | | | | 3,723 | (3) | | $ | 10,500 | | | MA | | | | 06/19/20 | | | | | | | | | | | | | | | | | | | | | | | | | | | | 2,042 | (3) | | $ | 12,789 | | | MA | | | | 09/25/20 | | | | | | | | | | | | | | | | | | | | | | | | | | | | 1,809 | (3) | | $ | 12,788 | | | MA | | | | 12/30/20 | | | | | | | | | | | | | | | | | | | | | | | | | | | | 1,908 | (3) | | $ | 12,788 | | | RS | | | | 02/04/20 | | | | | | | | | | | | | | | | | | | | | | | | | | | | 301,986 | (5) | | $ | 911,998 | | | PBA | | | | 02/04/20 | | | | | | | | | | | | | | | | — | | | | 404,152 | | | | 808,304 | | | | | | | $ | 1,367,999 | | | David P. Poole | | | | | | $ | 119,400 | | | $ | 238,800 | | | $ | 477,600 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 02/10/15 | | | | | | | | | | | | | | | | | | | | | | | | 759 | (4) | $ | 39,810 | | | | | | 05/19/15 | | | | | | | | | | | | | | | | | | | | | | | | 16,632 | (5) | $ | 970,477 | | | | | | 05/19/15 | | | | | | | | | | | | | | — | | | | 16,905 | | | | 25,358 | | | | $ | 970,516 | | | ACI | | | | | | | $ | 168,750 | | | $ | 337,500 | | | $ | 675,000 | | | | | | | | | | | | | | | | | | | | | | | MA | | | | 03/15/20 | | | | | | | | | | | | | | | | | | | | | | | | | | | | 3,539 | (3) | | $ | 9,981 | | | MA | | | | 06/19/20 | | | | | | | | | | | | | | | | | | | | | | | | | | | | 1,935 | (3) | | $ | 12,115 | | | MA | | | | 09/25/20 | | | | | | | | | | | | | | | | | | | | | | | | | | | | 1,714 | (3) | | $ | 12,115 | | | MA | | | | 12/30/20 | | | | | | | | | | | | | | | | | | | | | | | | | | | | 1,908 | (3) | | $ | 12,116 | | | RS | | | | 02/04/20 | | | | | | | | | | | | | | | | | | | | | | | | | | | | 452,980 | (5) | | $ | 1,368,000 | | | Alan W. Farquharson | | Alan W. Farquharson | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | ACI | | | | | | | $ | 141,000 | | | $ | 282,080 | | | $ | 564,000 | | | | | | | | | | | | | | | | | | | | | | | MA | | | | 02/04/20 | | | | | | | | | | | | | | | | | | | | | | | | | | | | 12,450 | (3) | | $ | 37,601 | | | MA | | | | 12/30/20 | | | | | | | | | | | | | | | | | | | | | | | | | | | | 211 | (3) | | $ | 1,446 | | | RS | | | | 02/04/20 | | | | | | | | | | | | | | | | | | | | | | | | | | | | 276,821 | (5) | | $ | 835,999 | |
| The Threshold, Target and Maximum dollar amounts for the Annual Incentive AwardsACI are shown in columns (c), (d) and (e), respectively, for 2015.2020. The actual Annual Incentive Awards paid under the Amended and Restated 20052019 Equity Plan and applicable to the 20152020 performance period were determined by the Compensation Committee in February 2016.2021. These awards are disclosed as “Non-Equity Incentive Plan Compensation” in column (g) of the Summary Compensation Table for 20152020 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 20152020 performance, subject to any changes in salaries of our Named Executive Officers (the amounts reported in the table reflect no salary increases effective May 19, 2015).NEOs. For a detailed description of the performance criteria associated with the Annual Incentive AwardsCash Incentives please see the section of this Proxy Statement entitled “Compensation Discussion and Analysis — ComponentsElements of Executive Compensation — Compensation.” (2) Performance Based Annual Incentive Awards.” For a detailed description of Annual Stock Awards granted on May 19, 2015 please see the section of this Proxy Statement entitled “Narrative Disclosure to Summary Compensation Table and Grants of Plan-Based Awards Table — Equity Awards.” | (2) | Performance sharesUnits will be paid on 5/19/1802/04/23 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-Long-Term Equity IncentiveAnalysis-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 these awards were granted in February 2020, the closing price of our common stock was $3.02. For a detailed description of matching contributions to our Active 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 Plans.” Mr. Ventura and Mr. Scucchi chose cash for their matching awards in 2020. |
RANGE RESOURCES CORPORATION -2021 Proxy Statement 53
Back to Contents (3) | (4) The grant date fair value of the “Stock Awards” are determined in accordance with ASC 718.current accounting guidance. The “Stock Awards”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. PSUsPBAs where the performance condition is based on market conditions are valued using a Monte Carlo simulation and assumeassumes a target payout. The Monte Carlo model utilizes multiple input variables that determine the probability of satisfying the market condition stipulated in the award. | (4) | These awards are shares PBAs where the performance condition is based on internal performance metrics is based on the market value of our common stock granted as Matching Stock Awards. The dollar valueon the date of Matching Stock Awards granted to each of our Named Executive Officers is included in the Summary Compensation Table under column (i) as “All Other Compensation.”grant and assumes a target payout.(5) When Matching StockRS Awards were granted on February 10, 2015,4, 2020, the closing price of our common stock was $52.45.$3.02. For a detailed description of matching contributions to our Active Deferred Compensation Plan (which may be paid in cash or Matching StockRS Awards at the election of our participating employees)granted on February 4, 2020 see the section of this Proxy Statement entitled “Non-Qualified Deferred Compensation Plans.” | (5) | When Annual Stock Awards were granted on May 19, 2015, the closing price“Compensation Discussion and Analysis – Elements of our common stock was $58.35. For a detailed description of Annual Stock Awards granted on May 19, 2015 see the section of this Proxy Statement entitled “ Narrative Disclosure to Summary Compensation Table and Grants of Plan-Based Awards Table — Equity Awards.Executive Compensation.” |
RANGE RESOURCES CORPORATION -2016 Proxy Statement51
Narrative Disclosure to Summary Compensation Table and Grants of Plan-Based Awards Table
Salaries
In light of the low commodity price environment the Company is currently operating in and the Company’s efforts to reduce costs, the Committee did not increase base compensation for the Named Executive Officers at the time of its normal annual review in May 2015 nor has it since. As a result, none of the Named Executive Officers’ salary have been adjusted since May 2014.
• | Mr. Ventura’s salary was set at $875,000 on May 22, 2013 and on May 20, 2014 it was increased to $925,000. It has not been changed thereafter. | | | • | On May 22, 2013, Mr. Manny’s salary was $460,000 and on May 20, 2014 it was increased to $493,000. It has not been changed thereafter. | | | • | Mr. Walker’s salary was $460,000 on May 22, 2013 and on May 20, 2014 it was increased to $493,000. It has not been changed thereafter. | | | • | On May 22, 2013, Mr. Stephens’ was $380,000 and on May 20, 2014 it was increased to $410,000. It has not been changed thereafter. | | | • | Mr. Poole’s salary was set on May 20, 2014 at $398,000. It has not been changed thereafter. |
Annual Cash Incentive Awards
The Compensation Committee approved the bonus amounts for 2015 on February 9, 2016 based upon the performance criteria established during the first quarter of 2015. For a detailed discussion of the performance criteria established with respect to the 2015 Annual Incentive Awards, please refer to the section of this Proxy Statement entitled “Compensation Discussion and Analysis — Components of Executive Compensation —Annual Cash Incentive Awards.”
The Annual Incentive Awards were paid pursuant to the achievement of performance targets established under our Amended and Restated 2005 Plan and therefore are reported in the Summary Compensation Table in column (g) as “Non-Equity Incentive Plan Compensation.”
The following table sets forth the total amount of cash paid to our Named Executive Officers as Annual Incentive Awards for 2015 performance.
| | | Paid | | Jeffrey L. Ventura | | $ | 1,270,456 | | Roger S. Manny | | $ | 510,143 | | Ray N. Walker | | $ | 510,143 | | Chad L. Stephens | | $ | 318,193 | | David P. Poole | | $ | 308,880 |
The following table sets forth the total amount of cash paid to our Named Executive Officers as Annual Incentive Awards for 2014 performance.
| | | Paid | | Jeffrey L. Ventura | | $ | 1,265,985 | | Roger S. Manny | | $ | 536,811 | | Ray N. Walker | | $ | 537,156 | | Chad L. Stephens | | $ | 334,027 | | David P. Poole | | $ | 326,362 |
The following table sets forth the total amount of cash paid to our Named Executive Officers as Annual Incentive Awards for 2013 performance.
| | | Paid | | Jeffrey L. Ventura | | $ | 1,440,143 | | Roger S. Manny | | $ | 604,636 | | Ray N. Walker | | $ | 445,865 | | Chad L. Stephens | | $ | 371,394 |
Equity Awards
As part of our long-term incentive compensation program and as described in the Compensation Discussion and Analysis above, we make unvested discretionary contributions to our deferred compensation plan on behalf of our Senior Executives and Other Corporate Officers. Recipients can elect to receive these contributions in the form of Annual Stock Awards or cash. All of our Named Executive Officers have elected to receive Annual Stock Awards. Annual Stock Awards are within the scope of ASC 718. The amount of Annual Stock Awards recognized in column (e) of the Summary Compensation Table for 2015 reflects the grant date fair value of those Annual Stock Awards granted to our Named Executive Officers during 2015 that will vest in the future. The value of PSUs also shown in column (e) of the Summary Compensation Table for 2015 is based upon the aggregate grant date fair value of those PSUs granted to our Named Executive Officers during 2015 that will vest in the future subject to achievement of the performance condition and assumes a target payout.
RANGE RESOURCES CORPORATION -2016 Proxy Statement52
Annual Stock Awards are granted at the closing price of our common stock on the date of the grant and vest 30% on the first anniversary of the date of grant, 30% on the second anniversary of the date of grant and 40% on the third anniversary of the date of grant, unless vesting is accelerated (i) in the event of a change in control as described in the section of this Proxy Statement entitled“Potential Payments upon Termination and Change in Control” or (ii) upon death, disability or retirement as described below in “Other Post-Employment Payments.” Recipients of Annual Stock Awards are entitled to receive dividends paid in respect of such shares. PSUs ultimately vest at the end of the three year performance period based on achievement of the performance condition. The values of Annual Stock Awards and PSUs are based on the grant date fair value of the awards determined in accordance with ASC 718. We use the same method for calculating grant date fair value for the Summary Compensation Table and for financial reporting purposes, except that, for financial reporting purposes, such grant date fair values are amortized over the vesting periods for each respective award adjusted for any historical rates of forfeitures. Please refer to Note 12 to our financial statements as of December 31, 2015 as filed in our Annual Report on Form 10-K as to the assumptions used in determining the Monte Carlo simulation values of PSUs. Our Named Executive Officers report the shares of our common stock issued as Annual Stock Awards on Form 4 as each award is made to our Active Deferred Compensation Plan.
During 2015,2020, the Compensation Committee granted the following AnnualTime-Based Restricted Stock Awards and Performance SharesPerformance-Based Restricted Stock Awards to our Named Executive Officers:NEOs: | 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 | Jeffrey L. Ventura | 02/04/20 | $ | 3.02 | 603,973 | $ | 1,823,998 | | 02/04/20 | $ | 3.02 | $ | 3.85 | 620,113 | $ | 2,098,997 | Mark S. Scucchi | 02/04/20 | $ | 3.02 | 271,788 | $ | 820,800 | | 02/04/20 | $ | 3.02 | $ | 3.85 | 363,737 | $ | 1,231,199 | Dennis L. Degner | 02/04/20 | $ | 3.02 | 301,986 | $ | 911,998 | | 02/04/20 | $ | 3.02 | $ | 3.85 | 404,152 | $ | 1,367,999 | David P. Poole | 02/04/20 | $ | 3.02 | 452,980 | $ | 1,368,000 | | 02/04/20 | $ | 3.02 | $ | 3.85 | - | $ | - | Alan W. Farquharson | 02/04/20 | $ | 3.02 | 276,821 | $ | 835,999 | | 02/04/20 | $ | 3.02 | $ | 3.85 | - | $ | - |
| | | Annual Stock Awards | | Performance Shares | | | | | | Fair Value | | Shares | | Grant Date | | | | Grant | | Fair Value | | Shares | | Grant Date | | | | Date | | per Share | | Granted | | Fair Value | | Date | | Price | | per Share | | Granted | | Fair Value | | Jeffrey L. Ventura | | 05/19/15 | | $ | 58.35 | | 64,233 | | $ | 3,747,995 | | 05/19/15 | | $ | 58.35 | | $ | 57.41 | | 65,285 | | $ | 3,748,012 | | Roger S. Manny | | 05/19/15 | | $ | 58.35 | | 31,131 | | $ | 1,816,494 | | 05/19/15 | | $ | 58.35 | | $ | 57.41 | | 31,641 | | $ | 1,816,510 | | Ray N. Walker | | 05/19/15 | | $ | 58.35 | | 30,300 | | $ | 1,768,005 | | 05/19/15 | | $ | 58.35 | | $ | 57.41 | | 30,796 | | $ | 1,767,998 | | Chad L. Stephens | | 05/19/15 | | $ | 58.35 | | 21,345 | | $ | 1,245,481 | | 05/19/15 | | $ | 58.35 | | $ | 57.41 | | 21,695 | | $ | 1,245,510 | | David P. Poole | | 05/19/15 | | $ | 58.35 | | 16,632 | | $ | 970,477 | | 05/19/15 | | $ | 58.35 | | $ | 57.41 | | 16,905 | | $ | 970,516 |
In determining our performance and our Named Executive Officers’ performance for 2014 in making the stock awards granted in May 2015, the Compensation Committee utilized a performance scorecard that analyzed the Company’s performance relative to its 19 company Peer Group with regard to the following criteria set forth with the Company’s rank among its peers:
| Criterion | | | Weighting | | Rank Among Peers | | | Stock Price Appreciation | | | 25 | % | | 15 | th | | | Reserve Growth per share | | | 15 | % | | 5 | th | | | Production Growth per share | | | 15 | % | | 5 | th | | | Finding/Development Costs | | | 15 | % | | 3 | rd | | | Cash Flow Growth per share | | | 10 | % | | 13 | th | | | Cash Margin | | | 10 | % | | 18 | th | | | Recycle Ratio | | | 10 | % | | 3 | rd | |
Using the weightings for each criteria (which were assigned by the Committee in advance), resulted in a weighted average rank of 7thor a percentile of 67th, the third lowest of the past eight years, reflecting in large part the performance of the stock price in this period of low commodity prices. The Compensation Committee concluded that each Senior Executive’s level of compensation would generally be targeted at the 67thpercentile but the Compensation Committee also used negative discretion to reduce total compensation for most of the officers, including the CEO, so total compensation on an absolute basis was lower than the previous year.
The table below summarizes (a) the value of each of our Named Executive Officer’s total compensation for 2014 as determined by the Compensation Committee in May 2015, and (b) various measures of the total compensation received by executive officers with corresponding comparable positions at companies in the Peer Group for 2014. | | | | | | | | Comparable Range of | | Median of Total | | | | Total Value of | | 75th Percentile of | | Total Compensation | | Compensation for | | | | Compensation for | | Peer Group | | for Peer Positions | | Peer Positions | | | | 2014 Performance | | | (millions) | | (millions) | | | (millions) | | Jeffrey L. Ventura | | $ | 9,800,000 | | $ | 12.3 | | $ 6.0 to $ 23.2 | | $ | 9.7 | | Roger S. Manny | | $ | 4,727,000 | | $ | 5.8 | | $ 1.8 to $ 9.1 | | $ | 4.9 | | Ray N. Walker | | $ | 4,630,000 | | $ | 4.6 | | $ 2.2 to $ 15.2 | | $ | 3.6 | | Chad L. Stephens | | $ | 3,290,000 | | $ | 4.1 | | $ 1.2 to $ 9.1 | | $ | 3.6 | | David P. Poole | | $ | 2,719,000 | | $ | 3.9 | | $ 1.2 to $ 7.0 | | $ | 2.7 |
After determining the initial total compensation for each Senior Executive for 2014 performance, the Compensation Committee reviewed with the independent compensation consultant the relative differences among total compensation amounts for all of our Senior Executives, especially between our CEO and our other Senior Executives. The Compensation Committee determined that relative differences in the total compensation provided to our Senior Executives were reasonable before finalizing total compensation for each Senior Executive.
For a list of those companies included in the Peer Group for 2016, please refer to the section of this Proxy Statement entitled “Compensation Discussion and Analysis — Use of Peer Group Comparisons.”
RANGE RESOURCES CORPORATION -2016 Proxy Statement53
Other Benefits
We do not provide any pension benefits to any of our employees. All of our full-time employees may receive matching contributions equal to 100% of the employee’s 401(k) Plan contribution for an amount up to 6% of the employee’s base salary and cash bonus (subject to the maximum allowable deferrals set forth in the Code). In addition, our Senior Executives, Other Corporate Officers and directors may defer all or portions of their current compensation into our Active Deferred Compensation Plan in order to provide for retirement and wealth accumulation planning. The Compensation Committee determines the group of employees that are permitted to participate in the Active Deferred Compensation Plan. Historically, we have matched up to 10% of a participant’s salary deferrals to encourage the deferral of current compensation by our Senior Executives and other participating employees for retirement.
We offer other benefits such as medical, dental, vision and life insurance and group disability coverage to all eligible employees, including each of our Named Executive Officers. We provide supplemental individual executive disability policies for our Senior Executives, which increases each Senior Executive’s disability payments above the $180,000 maximum under the group disability plan. Such supplemental coverage varies for each Senior Executive. The value of this supplemental coverage is detailed later in this Proxy Statement in the section entitled “Other Post-Employment Payments.”
We provide certain of our Named Executive Officers and other Senior Executives with (i) limited secretarial service for personal matters and (ii) reimbursement for approved spousal travel expenses related to Company business. We only provide club membership dues and other expenses to certain of our Senior Executives to the extent these dues and expenses are related to the conduct of our business. In such cases incidental personal club use is permitted, but our Senior Executives are responsible for all charges for personal use and such charges are not reimbursed. Subject to the approval of the Board of Directors, we pay for spouses to accompany our directors and our Named Executive Officers to certain of the Board of Directors’ meetings and functions.
We do not currently provide any of our Named Executive Officers with country club memberships, company-furnished automobiles or drivers, personal use of aircraft, security staff or systems outside our offices, reimbursed personal tax or financial advice, or tax gross ups on benefits paid.
To determine the aggregate incremental costs for personal secretarial services we multiplied the total of the cash salary, bonus and benefits of the employees involved in providing such support times the percentage of such employees’ time estimated to be spent on personal secretarial services.
“All Other Compensation” for the 2015 calendar year is composed of the following components. Such amounts reflect the amounts actually paid or accrued during 2015 although certain amounts are subject to vesting.
| | | Active Deferred
Compensation
Plan Match | | | 401(k) Plan
Match | | | Executive
Disability
Premium | | | Personal
Secretarial
Services | | | Total | | Jeffrey L. Ventura | | $ | 92,522 | | | $ | 15,900 | | | $ | 40,944 | | | | — | | | $ | 149,366 | | Roger S. Manny | | $ | 49,303 | | | $ | 15,900 | | | $ | 18,273 | | | | — | | | $ | 83,476 | | Ray N. Walker | | $ | 49,303 | | | $ | 15,900 | | | $ | 14,513 | | | | — | | | $ | 79,716 | | Chad L. Stephens | | $ | 41,016 | | | $ | 15,900 | | | $ | 14,463 | | | $ | 215 | | | $ | 71,594 | | David P. Poole | | $ | 39,810 | | | $ | 15,900 | | | $ | 8,921 | | | | — | | | $ | 64,631 |
Outstanding Equity Awards at Fiscal Year-End
The Outstanding Equity Awards Table reflects each of our Named Executive Officers’NEOs unvested and/equity grants or unexercised long-term equity incentive awards atgrants where the performance condition has not been met as of December 31, 20152020 on an individual award basis. The market values of “Stock Awards” in column (h) and (j) were determined using the closing price of $24.61$6.70 of our common stock on December 31, 2015.2020. Column (b),(c),(d), covering unearned equity incentive plan awards(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, 2015.2020.
| | | Option Awards(1) | | Stock Awards(2) | | Name | | Number of
Securities
Underlying
Unexercised
Options
Exercisable | | | Number of
Securities
Underlying
Unexercised
Options
Unexercisable | | | Option
Exercise
Price | | | Option
Expiration
Date(2) | | | Number of
Shares or
Units of Stock
That Have Not
Vested | | | | Market Value
of Shares
or Units of
Stock That
Have Not
Vested(3) | | | Equity Incentive
Plan Awards:
Number of
Unearned
Shares, Units
or Other Rights
that have not
vested #(4) | | | Equity Incentive
Plan Awards:
Market or
Payout Value
of Unearned
Shares, Units
or Other Rights
that have not
vested $(4) | | | (a) | | | (b) | | | | (c) | | | | (e) | | | | (f) | | | | (g) | | | | | (h) | | | | (i) | | | | (j) | | | Jeffrey L. Ventura | | | 108,427 | | | | — | | | $ | 52.3500 | | | | 05/18/16 | | | | 32,070 | | A | | $ | 789,243 | | | | 47,859 | | | $ | 1,177,810 | | | | | | 119,571 | | | | — | | | $ | 64.3500 | | | | 05/23/17 | | | | 344 | | M | | $ | 8,466 | | | | 65,285 | | | $ | 1,606,664 | | | | | | 58,053 | | | | 38,702 | | | $ | 77.2600 | | | | 05/22/18 | | | | 33,029 | | A | | $ | 812,844 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 11 | | M | | $ | 270 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 1,176 | | M | | $ | 28,941 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 64,233 | | A | | $ | 1,580,774 | | | | | | | | | | | TOTAL | | | 286,051 | | | | 38,702 | | | | | | | | | | | | 130,863 | | | | $ | 3,220,538 | | | | 113,144 | | | $ | 2,784,474 | |
Name | 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 | 603,973 | (A)(3) | $ | 4,046,619 | 217,410 | $ | 1,456,647 | | | | | | 319,267 | | 2,139,089 | | | | | | 620,113 | | 4,154,757 | TOTAL | 603,973 | | $ | 4,046,619 | 1,156,790 | $ | 7,750,493 | Mark S. Scucchi | 6,778 | (A)(4) | $ | 45,413 | 9,869 | $ | 66,122 | | 59,690 | (A)(5) | | 399,923 | 122,154 | | 818,432 | | 139 | (M) | | 931 | 363,737 | | 2,437,038 | | 271,788 | (A)(6) | | 1,820,980 | | | | TOTAL | 338,395 | | $ | 2,267,247 | 495,760 | $ | 3,321,592 | Dennis L. Degner | 9,930 | (A)(4) | $ | 66,531 | 32,532 | $ | 217,964 | | 176 | (M) | | 1,176 | 48,122 | | 322,417 | | 52,907 | (A)(5) | | 354,477 | 404,152 | | 2,707,818 | | 2,508 | (M) | | 16,804 | | | | | 301,986 | (A)(6) | | 2,023,300 | | | | | 6,322 | (M) | | 42,357 | | | | TOTAL | 373,829 | | $ | 2,504,654 | 484,806 | $ | 3,248,199 | David P. Poole | 452,980 | (A)(3) | $ | 3,034,966 | 48,469 | $ | 324,742 | | | | | | 67,188 | | 450,160 | TOTAL | 452,980 | | $ | 3,034,966 | 115,657 | $ | 774,902 | Alan W. Farquharson | 276,821 | (A)(3) | $ | 1,854,701 | 39,273 | $ | 263,129 | | | | | | 40,782 | | 273,239 | TOTAL | 276,821 | | $ | 1,854,701 | 80,055 | $ | 536,369 |
RANGE RESOURCES CORPORATION - -20162021 Proxy Statement54
Back to Contents | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Option Awards(1) | | Stock Awards(2) | | Name | | Number of
Securities
Underlying
Unexercised
Options
Exercisable | | | Number of
Securities
Underlying
Unexercised
Options
Unexercisable | | | Option
Exercise
Price | | | Option
Expiration
Date(2) | | | Number of
Shares or
Units of Stock
That Have Not Vested | | | | Market Value
of Shares
or Units of
Stock That
Have Not
Vested(3) | | | Equity Incentive
Plan Awards:
Number of
Unearned
Shares, Units
or Other Rights
that have not
vested #(4) | | | Equity Incentive
Plan Awards:
Market or
Payout Value
of Unearned
Shares, Units
or Other Rights
that have not
vested $(4) | | | (a) | | | (b) | | | | (c) | | | | (e) | | | | (f) | | | | (g) | | | | | (h) | | | | (i) | | | | (j) | | | Roger S. Manny | | | 64,804 | | | | — | | | $ | 64.3500 | | | | 05/23/17 | | | | 14,142 | | A | | $ | 348,035 | | | | 20,989 | | | $ | 516,539 | | | | | | 25,599 | | | | 17,067 | | | $ | 77.2600 | | | | 05/22/18 | | | | 181 | | M | | $ | 4,454 | | | | 31,641 | | | $ | 778,685 | | | | | | | | | | | | | | | | | | | | | | 14,486 | | A | | $ | 356,500 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 7 | | M | | $ | 172 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 626 | | M | | $ | 15,406 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 31,131 | | A | | $ | 766,134 | | | | | | | | | | | TOTAL | | | 90,403 | | | | 17,067 | | | | | | | | | | | | 60,573 | | | | $ | 1,490,701 | | | | 52,630 | | | $ | 1,295,224 | | | Ray N. Walker | | | 19,536 | | | | — | | | $ | 64.3500 | | | | 05/23/17 | | | | 12,764 | | A | | $ | 314,123 | | | | 20,239 | | | $ | 498,082 | | | | | | 11,552 | | | | 15,403 | | | $ | 77.2600 | | | | 05/22/18 | | | | 181 | | M | | $ | 4,454 | | | | 30,796 | | | $ | 757,890 | | | | | | | | | | | | | | | | | | | | | | 13,968 | | M | | $ | 343,752 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 7 | | A | | $ | 172 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 626 | | M | | $ | 15,406 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 30,300 | | A | | $ | 745,683 | | | | | | | | | | | TOTAL | | | 31,088 | | | | 15,403 | | | | | | | | | | | | 57,846 | | | | $ | 1,423,590 | | | | 51,035 | | | $ | 1,255,972 | | | Chad L. Stephens | | | 31,573 | | | | — | | | $ | 52.3500 | | | | 05/18/16 | | | | 8,951 | | A | | $ | 220,284 | | | | 14,262 | | | $ | 350,988 | | | | | | 41,006 | | | | — | | | $ | 64.3500 | | | | 05/23/17 | | | | 149 | | M | | $ | 3,667 | | | | 21,695 | | | $ | 533,914 | | | | | | 16,201 | | | | 10,802 | | | $ | 77.2600 | | | | 05/22/18 | | | | 9,843 | | A | | $ | 242,236 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 7 | | M | | $ | 172 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 521 | | M | | $ | 12,822 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 21,345 | | A | | $ | 525,301 | | | | | | | | | | | TOTAL | | | 88,780 | | | | 10,802 | | | | | | | | | | | | 40,816 | | | | $ | 1,004,482 | | | | 35,957 | | | $ | 884,902 | | | David P. Poole | | | 24,596 | | | | — | | | $ | 64.3500 | | | | 05/23/17 | | | | 7,964 | | A | | $ | 195,994 | | | | 12,315 | | | $ | 303,072 | | | | | | 14,416 | | | | 9,612 | | | $ | 77.2600 | | | | 05/22/18 | | | | 147 | | M | | $ | 3,618 | | | | 16,905 | | | $ | 416,032 | | | | | | | | | | | | | | | | | | | | | | 8,476 | | A | | $ | 208,594 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 5 | | M | | $ | 123 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 24 | | M | | $ | 591 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 506 | | M | | $ | 12,453 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 16,632 | | A | | $ | 409,313 | | | | | | | | | | | TOTAL | | | 39,012 | | | | 9,612 | | | | | | | | | | | | 33,754 | | | | $ | 830,686 | | | | 29,220 | | | $ | 719,104 | |
(1) | “Option Awards” vest over three years at the rate of 30% the first two years and 40% the third year and have a term of five years. “Option Awards” are listed in chronological order as granted. | (2) | Annual Stock Awards (designated as “A” in the table), generally vest over a three-year period at the rate of 30% over each of the first two years and 40% over the third year. We made one grant of Annual Stock Awards to each Named Executive Officer in 2013, 20142018, 2019 and 2015.2020. Annual Stock Awards are listed in chronological order as granted. Matching Stock Awards (designated as “M” in the table) vest ratably over a three-year period beginning with the year such awards were contributed to our deferred compensation plan. Matching Stock Awards are listed in chronological order for the matches made in 20142019 and 2015.2020. Mr. Ventura and Mr. Scucchi chose to receive their Matching Stock Awards in 2020 in cash. 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.” | (3) | Amounts disclosed in this column were calculated by multiplying the number of outstanding stock awards held by each of the Named Executive Officers on December 31, 2015, by the closing price of our common stock on December 31, 2015 of $24.61. | (4) | Performance shares of(2) Performance-based restricted stock that will be issued subject to the achievement of certain levels of total shareholder return.return or internal performance metrics. The amounts shown assume a target payout. |
payout and are listed in chronological order as granted in 2018, 2019 and 2020. RANGE RESOURCES CORPORATION -2016 Proxy Statement55
Option Exercises and Stock Vested
The Option Exercises and Stock Vested Table reflects Options Awards actually exercised and Annual Stock Awards and Matching Stock Awards vested for each
(3) Annual Stock Award vested on February 4, 2021. (4) Vested on March 6, 2021. (5) 30% of our Named Executive Officers during 2015. | | Option Awards | | Stock Awards(1) | | | | Number | | | | | | | Number | | | | | | | | of Shares | | | | | | | of Shares | | | | | | | | Acquired on | | | Value Realized | | | Acquired on | | | Value Realized | | Name | | Exercise | | | on Exercise(4) | | | Vesting | | | on Vesting | | (a) | | | (b) | | | | (c) | | | | (d) | | | | (e) | | Jeffrey L. Ventura(2) | | | 104,339 | | | $ | 1,122,688 | | | | 58,106 | | | $ | 3,356,067 | | Roger S. Manny | | | — | | | $ | — | | | | 27,583 | | | $ | 1,590,799 | | Ray N. Walker | | | — | | | $ | — | | | | 23,786 | | | $ | 1,370,439 | | Chad L. Stephens(3) | | | 29,846 | | | $ | 474,253 | | | | 17,883 | | | $ | 1,026,984 | | David P. Poole | | | — | | | $ | — | | | | 15,635 | | | $ | 895,787 |
(1) | The “Stock Awards” included in the vesting amounts shown in this table are from (i) Annual Stock Awards granted during 2012 through 2014vested on March 7, 2021 and (ii) Matching40% vests on March 7, 2022.(6) 30% of Annual Stock Awards for 2013 through 2015. Since the Summary Compensation Table reflects the entire valuevested on February 4, 2021; 30% of the “Stock Awards” instead of over the period of time when such awards vest, a significant portion of the dollar amounts shown as realizedAnnual Stock Award vests on vesting is duplicative of the amounts that are shown in the Summary Compensation Table for different periods of time. The table below reflects the vested value which is in excess of the actual valuesFebruary 4, 2022 and 40% vests on the date of grant which would have been reflected in the Summary Compensation Tables for the calendar periods 2012 through 2015. The value realized upon vesting that is reported above was calculated by multiplying the number of shares that vested during 2015 by the closing price of our common stock on the applicable vesting date.February 4, 2023. | (2) | The “Option Awards” Mr. Ventura exercised during 2015 represent awards granted on May 19, 2010. Such award had an exercise price of $45.51 per share. Of the 104,339 awards Mr. Ventura exercised during 2015, Mr. Ventura received 14,175 shares which he sold. The pro forma value in accordance with ASC 718 of the 104,339 awards exercised that would have been reflected in the Summary Compensation Table for the years 2010 through 2013 would be $1.8 million. | (3) | The “Option Awards” Mr. Stephens exercised during 2015 represent awards granted on May 19, 2010. Such award had an exercise price of $45.51 per share. Of the 29,846 awards Mr. Stephens exercised during 2015, Mr. Stephens received 5,611 shares which he sold. The pro forma value in accordance with ASC 718 of the 29,846 awards exercised that would have been reflected in the Summary Compensation Table for the year 2010 through 2013 would be $523,000. | (4) | The value realized on exercise that is reported above was calculated by multiplying the number of awards exercised during 2015 by the difference between the closing price of our common stock on the date of exercise and the applicable exercise or grant price of the award. |
AllAs of December 31, 2020, the Time-Based Restricted Stock granted to certain of our NEOs in 2020 has a one year vesting requirement because the NEO qualified, based on age and years of awards reflectedservice, for our post-retirement benefit plan which was intended to improve our management succession plan. Performance-Based Restricted Stock grants continue to be reported in the Option Exercises andOutstanding 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 Vested Table as “Stock Awards” during 2015 would be reflected in the Summary Compensation Table for the years 2012 through 2015 if all the years were presented. For each of our Named Executive Officers, the table below reflects the difference between the price of our common stock on the date of vesting of each award and the date of grant of each award. We hold all of our common stock shown as “Stock Awards” in the Option Exercises and Stock Vested Table in our deferred compensation plans.forfeited by him.
| | | | | | | | | | | Depreciation | | | | Value Realized | | | | | | | Realized since | | | | on Vesting | | | Value on Date | | | Date of | | | | in 2015(1) | | | of Grant(2) | | | Grant | | Jeffrey L. Ventura | | $ | 3,356,067 | | | $ | 4,395,626 | | | $ | (1,039,559) | | Roger S. Manny | | $ | 1,590,799 | | | $ | 2,063,855 | | | $ | (473,056) | | Ray N. Walker | | $ | 1,370,439 | | | $ | 1,801,544 | | | $ | (431,105) | | Chad L. Stephens | | $ | 1,026,984 | | | $ | 1,340,942 | | | $ | (313,958) | | David P. Poole | | $ | 895,787 | | | $ | 1,172,546 | | | $ | (276,759) |
(1)■ | This amount is the total fair market value of the “Stock Awards” on the dates such “Stock Awards” vested during 2015 and is shown in the Option Exercises and Stock Vested Table. | (2) | This is the amount of the vested “Stock Awards” that would have been reflected in various other compensation tables. This amount is the grant date fair value of the “Stock Awards” on the date such “Stock Awards” were granted during 2012 to 2015. This amount would have been reflected in the Grants of Plan-Based Awards Table historically for awards granted in 2012 to 2015 if such table was presented for those periods. The value on the date of grant is the value of the “Stock Awards” being amortized in accordance with ASC 718. The grant date fair value of the “Stock Awards” is also reflected in the Summary Compensation Table.2020 |
The following table reflects information about the value realized by the NEOs on option award exercises and restricted stock vesting during 2020. Name | Option Awards(1) | | Stock Awards(2) | 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 | — | $ | — | | 345,268 | $ | 1,314,642 | Mark S. Scucchi | — | $ | — | | 40,674 | $ | 119,131 | Dennis L. Degner | — | $ | — | | 57,742 | $ | 253,657 | David P. Poole | — | $ | — | | 145,886 | $ | 523,991 | Alan W. Farquharson | — | $ | — | | 101,469 | $ | 400,432 | (1) There were no option awards exercised in 2020. (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 2017 through 2019, Matching Awards for 2018 through 2020 and Performance-Based Restricted Stock granted during 2017. Mr. Ventura's, Mr. Poole's and Mr. Farquharson's vesting amounts represent Time-Based Restricted Stock awards granted during 2019, Matching Awards for 2020 which vested at the end of 2020 and Peformance-Based Restricted Stock granted in 2017. 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 2020 by the closing price of our common stock on the applicable vesting date. |
RANGE RESOURCES CORPORATION -2021 Proxy Statement 55
Back to ContentsNon-Qualified Deferred Compensation Generally, our Named Executive OfficersNEOs 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 (creating a Matching Stock Award).stock. Matching contributions up to 10% of our Named Executive Officers’NEOs base salary paid during the calendar year generally vest over a three-year period, commencing with the year the matching contribution is made, at the rate of 33-1/3% each year.made. Separate deferral elections may be made with respect to our Named Executive Officers’NEOs bonus and salary. To the extent that our Named Executive OfficersNEOs elected to receive their matching contribution in the form ofa Matching Stock Awards,Award, vesting of the Matching Stock Award for 20132018 through 20152020 is reflected as to each respective Named Executive OfficerNEO in the “OptionsExercisedandStock Vested TableVested"table above. If our NEO qualifies for our post-retirement benefit plan, their Matching Award is vested at the end of the year granted. All such AnnualTime-Based Restricted Stock Awards and Matching Stock Awards are automatically contributed as discretionary contributions to our Active 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 Active Deferred Compensation Plan and will be distributed pursuant to the terms of the Active Deferred Compensation Plan as described below. RANGE RESOURCES CORPORATION -2016 Proxy Statement 56
As discussed previously, our deferred compensation plans consist of an Active Deferred Compensation Plan and a Frozen Deferred Compensation Plan. The Frozen Deferred Compensation Plan holds amounts contributed to such plan and vested prior to January 1, 2005 and is not subject to the terms of Section 409A of the Code. The Active Deferred Compensation Plan was adopted by the Compensation Committee in late 2004 and is subject to the terms of Section 409A of the Code. The Active Deferred Compensation Plan currently conforms to the regulations and guidance issued to date under section 409A of the Code. The Compensation Committee must approve any amendments to the Active Deferred Compensation Plan.
The Compensation Committee may elect to make discretionary contributions to the Active Deferred Compensation Plan on behalf of our Named Executive Officers.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. Matching contributions generally will vest on a class-year basis over a three-year period at the rate of 33-1/3% each year, commencing with the year in which the contribution is made unless a different vesting schedule is determined by the Compensation Committee. Beginning in 2021, vesting will occur at the end of the third year from when the match was awarded. In addition, our Named Executive OfficersNEOs will become fully vested in the matching contributions upon reaching age 65, death or disability (as defined in the Active Deferred Compensation Plan). Our Named Executive OfficersNEOs 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, 2020, all of our NEOs except Mr. Scucchi and Mr. Degner have a one year vesting requirement. Amounts contributed to the deferred compensation plans 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 plans 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 plans. Our Named Executive OfficersNEOs 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, AnnualTime-Based Restricted Stock Awards and Matching Stock Awards may not be transferred out of our common stock until vesting of such awards. Participants can elect to invest contributions and matching contributions in the 401(k) Plan in common stock of the Company. Benefits under the Active Deferred Compensation Plan will be paid at the time and form as previously specified by our Named Executive OfficersNEOs 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. Amounts invested in our common stock and Annual Stock Awards, BonusTime-Based Restricted Stock Awards and Matching Stock Awards contributed to the Active 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 Named Executive OfficersNEOs 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 Active 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 Named Executive Officers’NEOs’ benefit commencement date by at least five years. In addition, the Active Deferred Compensation Plan permits our Named Executive OfficersNEOs to obtain an earlier distribution in the event of “Hardship,” as defined under the Active Deferred Compensation Plan. Benefits under the Frozen Deferred Compensation Plan will be paid at the time and form as previously specified by our Named Executive Officers. 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. Amounts invested in our common stock may be paid in shares of Company common stock, with fractional shares paid in cash, at the discretion of the Compensation Committee. Each of our Named Executive Officers 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 Frozen Deferred Compensation Plan Accounts would be paid. In addition, the Frozen Deferred Compensation Plan permits our Named Executive Officers to obtain an earlier distribution in the event of Hardship as defined under the Frozen Deferred Compensation Plan. All of our Named Executive Officers have elected specific times of distribution rather than having their benefits distributed at termination of employment under the deferred compensation plans.
The accompanying table reflects the activity during the 20152020 calendar year for each of our Named Executive OfficersNEOs for the Frozen Deferred Compensation Plan shown as “F” in the table and the Active Deferred Compensation Plan shown as “A” in the table. NON-QUALIFIED DEFERRED COMPENSATION
| | | | | | | Registrant | | | | Aggregate | | | | Aggregate | | | | Aggregate | | | | | | | | | Contributions | | | | Earnings | | | | Withdrawals/ | | | | Balance | | | | | | | | | in Last FY(1) | | | | in Last FY(2) | | | | Distributions | | | | at Last FYE | | Name | | | Plan | | | | (c) | | | | (d) | | | | (e) | | | | (f) | | Jeffrey L. Ventura | | | A | | | $ | 3,747,995 | (5) | | $ | 39,755 | (3) | | | — | | | | — | | | | | A | | | $ | 92,522 | (6) | | $ | (12,564,278 | )(4) | | $ | (600,957 | ) | | | — | | TOTAL | | | | | | $ | 3,840,517 | | | $ | (12,524,523 | ) | | $ | (600,957 | ) | | $ | 10,912,467 | | Roger S. Manny | | | F | | | $ | — | | | $ | 4,553 | (3) | | | — | | | $ | 108,060 | | | | | F | | | $ | — | | | $ | (128,045 | )(4) | | $ | (28,678 | ) | | | — | | | | | A | | | $ | 1,816,494 | (5) | | $ | 43,162 | (3) | | | — | | | $ | 6,865,838 | | | | | A | | | $ | 49,303 | (6) | | $ | (7,454,162 | )(4) | | $ | (508,607 | ) | | | — | | TOTAL | | | | | | $ | 1,865,797 | | | $ | (7,534,492 | ) | | $ | (537,285 | ) | | $ | 6,973,898 | | Ray N. Walker | | | A | | | $ | 1,768,005 | (5) | | $ | 15,818 | (3) | | | — | | | | — | | | | | A | | | $ | 49,303 | (6) | | $ | (4,474,109 | )(4) | | $ | (1,313,423 | ) | | | — | | TOTAL | | | | | | $ | 1,817,308 | | | $ | (4,458,291 | ) | | $ | (1,313,423 | ) | | $ | 4,061,727 | | Chad L. Stephens | | | A | | | $ | 1,245,481 | (5) | | $ | 7,216 | (3) | | | — | | | | — | | | | | A | | | $ | 41,016 | (6) | | $ | (2,697,796 | )(4) | | $ | (506,430 | ) | | | — | | TOTAL | | | | | | $ | 1,286,497 | | | $ | (2,690,580 | ) | | $ | (506,430 | ) | | $ | 2,455,765 | | David P. Poole | | | A | | | $ | 970,477 | (5) | | $ | 7,520 | (3) | | | — | | | | — | | | | | A | | | $ | 39,810 | (6) | | $ | (2,164,062 | )(4) | | $ | (240,131 | ) | | | — | | TOTAL | | | | | | $ | 1,010,287 | | �� | $ | (2,156,542 | ) | | $ | (240,131 | ) | | $ | 2,014,614 |
RANGE RESOURCES CORPORATION - -20162021 Proxy Statement 5756
Back to Contents NON-QUALIFIED DEFERRED COMPENSATION Name | | Registrant Contributions in Last FY(1) | | Aggregate Earnings in Last FY(2) | | Aggregate Withdrawals/ Distributions | Aggregate Balance at Last FYE | Plan | (c) | | (d) | | (e) | (f) | Jeffrey L. Ventura | A | $ | 1,823,998 | (5) | $ | 101,319 | (3) | $ | — | $ | — | | A | | 96,058 | (6) | | 3,778,503 | (4) | | (714,136) | | — | TOTAL | | $ | 1,920,056 | | $ | 3,878,822 | | $ | (714,136) | $ | 10,327,756 | Mark S. Scucchi | A | $ | 820,800 | (5) | $ | 442 | (3) | $ | — | $ | — | | A | | 48,865 | (6) | | 1,233,313 | (4) | | (104,414) | | — | TOTAL | | $ | 869,665 | | $ | 1,233,755 | | $ | (104,414) | $ | 2,782,775 | Dennis L. Degner | A | $ | 911,998 | (5) | $ | 5,028 | (3) | $ | — | $ | — | | A | | 48,865 | (6) | | 1,358,961 | (4) | | (310,798) | | — | TOTAL | | $ | 960,863 | | $ | 1,363,989 | | $ | (310,798) | $ | 3,077,456 | David P. Poole | A | $ | 1,368,000 | (5) | $ | 83,525 | (3) | $ | — | $ | — | | A | | 46,328 | (6) | | 2,004,092 | (4) | | (210,758) | | — | TOTAL | | $ | 1,414,328 | | $ | 2,087,617 | | $ | (210,758) | $ | 4,549,958 | Alan W. Farquharson | F | $ | — | | $ | (6,683) | (3) | $ | — | $ | — | | F | | — | | | 89,951 | (4) | | — | | 446,202 | | A | | 835,999 | (5) | | 76,124 | (3) | | — | | — | | A | | 39,047 | (6) | | 1,427,990 | (4) | | (277,750) | $ | 3,629,873 | TOTAL | | $ | 875,046 | | $ | 1,587,382 | | $ | (277,750) | $ | 4,076,075 | (1) Column (c) reflects the value of our common stock contributed by us as Time-Based Restricted Stock Awards and Matching Awards. (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 plans. 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 Frozen and Active 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 Frozen and Active Deferred Compensation Plan accounts. As of December 31, 2020, the following numbers of shares of our common stock were held in our NEOs’ deferred compensation plan accounts – 1,390,546 shares by Mr. Ventura; 387,391 shares by Mr. Scucchi; 436,252 shares by Mr. Degner; 633,221 shares by Mr. Poole; and 483,662 shares by Mr. Farquharson. (5) These amounts reflect the grant date fair value of Time-Based Restricted Stock Awards determined in accordance with current accounting guidance. The Compensation Committee grants these awards each year to our NEOs. Such awards are contributed to each of our NEOs accounts in the Active Deferred Compensation Plan. These awards generally vest over a three–year period at the rate of 30% for each of the first two years and 40% the last year. As of the end of 2020, Mr. Ventura, Mr. Poole and Mr. Farquharson qualified for our post-retirement health care benefit and therefore, have a one year vesting requirement. (6) Generally, our NEOs elect, at the time they make their compensation deferral elections under the Active 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 2020, 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 ratably over 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 2020, certain of our NEOs qualified for our post-retirement health care benefit and therefore, have a one year vesting requirement. |
(1) | Column (c) reflects the value of our common stock contributed by us as Annual Stock Awards and Matching Stock Awards. | (2) | The earnings/(losses) from each of our Named Executive Officers’ 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 Named Executive Officers invest in under the deferred compensation plans. Since our Named Executive Officers’ deferred compensation plan accounts have significant investments in our common stock, the plan earnings each year for each of our Named Executive Officers 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 Frozen and Active Deferred Compensation Plan accounts for each Named Executive Officer 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 Named Executive Officers. | (4) | These amounts reflect depreciation in the value of our common stock held in the Frozen and Active Deferred Compensation Plan accounts. As of December 31, 2015, the following numbers of shares of our common stock were held in our Named Executive Officers’ deferred compensation plan accounts – 412,085 shares by Mr. Ventura; 255,231 shares by Mr. Manny; 150,566 shares by Mr. Walker, 90,115 shares by Mr. Stephens and 71,775 shares by Mr. Poole. | (5) | These amounts reflect the grant date fair value of Annual Stock Awards determined in accordance with ASC 718. The Compensation Committee grants Annual Stock Awards each year to our Senior Executives. Such awards are contributed to each of our Senior Executives’ accounts in the Active Deferred Compensation Plan. Annual Stock Awards vest over a three–year period at the rate of 30% for each of the first two years and 40% the last year. These amounts are shown in column (e) of the Summary Compensation table and in column (l) of the Grants of Plan-Based Awards Table. | (6) | Generally, our Named Executive Officers elect, at the time they make their compensation deferral elections under the Active 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 (creating a Matching Stock Award). During 2015, all our Named Executive Officers elected Matching Stock Awards. The dollar equivalent value of the Matching Stock Awards is shown in column (c) of the table. Matching Stock Awards vest ratably over 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 column (i) in the Summary Compensation Table. |
Voluntary contributions to our deferred compensation plans by our Named Executive OfficersNEOs from salary, bonus and cash incentive awards from prior years have been reported in the Summary Compensation Tables for such prior years. Mr. Stephens has been participating in the deferred compensation plans since 1997. Messrs. Ventura and Manny began participating in 2003, Mr. Walker began participatingPoole in 20062008, Mr. Scucchi in 2012, Mr. Degner in 2014 and Mr. PooleFarquharson in 2008. 1999. In the Non-Qualified Deferred Compensation Table, AnnualTime-Based Restricted Stock Awards granted during 20152020 are valued at the grant value fair value in accordance with ASC 718.current accounting guidance. Matching Stock Awards are reflected in the Summary Compensation Table (as “All Other Compensation” in column (i)) during the year such awards are contributed to our deferred compensation plan, although such awards aremay be subject to future vesting. The following table summarizes the historical amounts contributed to the deferred compensation plans that would be reflected in the Summary Compensation Table over time as valued in accordance with ASC 718 and the fair market value of the accounts as of December 31, 2015 for each of our Named Executive Officers. The difference between these two amounts represents the appreciation or depreciation of our common stock and other investment funds held in the deferred compensation plan account. | | | | | | | Historic Values | | | Fair Market | | | | | | | | | | | | | of Contributions | | | Value of Deferred | | | Net Appreciation | | | | | | Participant | | | to the Deferred | | | Compensation Account | | | (Depreciation) | | | | | | Since | | | Compensation Plan | | | as of December 31, 2015 | | | in the Account | | | Jeffrey L. Ventura | | | 2003 | | | $ | 25,349,174 | | | $ | 10,912,467 | | | $ | (14,436,707 | ) | | Roger S. Manny | | | 2003 | | | $ | 14,235,092 | | | $ | 6,973,898 | | | $ | (7,189,194 | ) | | Ray N. Walker | | | 2006 | | | $ | 9,692,453 | | | $ | 4,061,727 | | | $ | (5,630,706 | ) | | Chad L. Stephens | | | 1997 | | | $ | 6,132,466 | | | $ | 2,455,765 | | | $ | (3,676,701 | ) | | David P. Poole | | | 2008 | | | $ | 4,987,505 | | | $ | 2,014,614 | | | $ | (2,972,891 | ) |
The table below shows the investment funds available under our 401(k) Plan and our deferred compensation plans (other than our common stock) and their annual rate of return for the calendar year ended December 31, 2015,2020, as reported by the administrator of the plans. RANGE RESOURCES CORPORATION -2021 Proxy Statement 57 | Rate of Return | | | | | | | | Deferred | | Investment Fund | | | 401(k) Plan | | | | Compensation Plan | | American Beacon Small Cap Value – Institutional | | | (5.04 | %) | | | — | | American Beacon Large Cap Value I | | | (6.04 | %) | | | — | | Blackrock Global Allocation Fund, Inc. – Institutional Class | | | (0.83 | %) | | | — | | Blackrock US Opportunities Fund – Institutional Class | | | (1.58 | %) | | | — | | Deutsche Real Estate Securities I | | | 3.95 | % | | | — | | Goldman Sachs Emerging Market Equity Insights Fund | | | (9.35 | %) | | | — | | Harbor International Fund – Institutional Class | | | (3.82 | %) | | | — | | J Hancock Disciplined Value Mid Cap I Fund | | | 2.06 | % | | | — | | Mainstay Large Cap Growth Fund – Class 1 | | | 6.17 | % | | | — | | New Era Fund | | | (18.76 | %) | | | — | | Oppenheimer Global Fund – Class Y | | | 4.13 | % | | | | | PIMCO Foreign Bond | | | 0.40 | % | | | — | | PIMCO Income | | | 2.61 | % | | | — | | PIMCO Real Return Fund – Institutional Class | | | (2.83 | %) | | | | | Prudential Total Return – Q | | | (0.10 | %) | | | — | | T. Rowe Price Diversified Small Cap Growth | | | 2.33 | % | | | — | | T. Rowe Price International Discovery Fund | | | 9.88 | % | | | — | | T. Rowe Price Retirement Balance Investor | | | (0.74 | %) | | | — | | T. Rowe Price Retirement 2005 Fund | | | (0.75 | %) | | | — | | T. Rowe Price Retirement 2010 Fund | | | (0.76 | %) | | | — | |
Back to Contents Investment Fund | | Rate of Return | | 401(k) Plan | | Deferred Compensation Plan | | American Beacon Small Cap Value – Institutional | | 4.05 | % | — | | Blackrock Global Allocation Fund, Inc. – Institutional Class | | 21.12 | % | — | | DWS RREEF Real Estate Securities Fund | | (4.87) | % | — | | Goldman Sachs Emerging Market Equity Insights Fund | | 20.66 | % | — | | J Hancock Disciplined Value Mid Cap I Fund | | 5.91 | % | — | | Janus Enterprise Fund Class T | | 20.15 | % | — | | MFS Growth Fund Class R4 | | 31.63 | % | — | | MFS International Diversification Fund Class R4 | | 15.25 | % | — | | PIMCO International Bond Fund | | 6.15 | % | — | | PIMCO Income Fund Institutional Class | | 5.80 | % | 5.80 | % | PIMCO Real Return Fund – Institutional Class | | 12.09 | % | 12.09 | % | PGIM Total Return Bond Fund Class R6 | | 8.10 | % | — | | T. Rowe Price Diversified Small Cap Growth | | 23.84 | % | — | | T. Rowe Price International Discovery Fund | | 38.73 | % | 38.73 | % | T. Rowe Price New Era Fund | | (2.67) | % | — | | T. Rowe Price Retirement Balance Investor | | 11.43 | % | — | | T. Rowe Price Retirement 2005 Fund | | 11.24 | % | — | | T. Rowe Price Retirement 2010 Fund | | 11.90 | % | — | | T. Rowe Price Retirement 2015 Fund | | 12.57 | % | — | | T. Rowe Price Retirement 2020 Fund | | 13.19 | % | — | | T. Rowe Price Retirement 2025 Fund | | 14.69 | % | — | | T. Rowe Price Retirement 2030 Fund | | 15.90 | % | — | | T. Rowe Price Retirement 2035 Fund | | 17.05 | % | — | | T. Rowe Price Retirement 2040 Fund | | 18.11 | % | — | | T. Rowe Price Retirement 2045 Fund | | 18.65 | % | — | | T. Rowe Price Retirement 2050 Fund | | 18.68 | % | — | | T. Rowe Price Retirement 2055 Fund | | 18.55 | % | — | | T. Rowe Price Retirement 2060 Fund | | 18.47 | % | — | | T. Rowe Price Stable Value Fund | | 2.11 | % | — | | Vanguard Equity Income Investor Shares | | 3.13 | % | 3.13 | % | Vanguard Institutional Index | | 18.39 | % | — | | Vanguard Mid-Cap Index Admiral | | 18.24 | % | 18.24 | % | Vanguard REIT Index Admiral | | (4.65) | % | — | | Vanguard Small Cap Index Admiral | | 19.11 | % | 19.11 | % | Vanguard Total International Stock Index Admiral | | 11.28 | % | 11.28 | % | Vanguard Total Bond Index Admiral | | 7.72 | % | — | | BlackRock Global Allocation Fund Investor A | | — | | 21.12 | % | BlackRock Fed Fund Institutional | | — | | 0.38 | % | Calamos Growth & Income Fund – Class A | | — | | 22.71 | % | Cohen & Steers Real Estate Securities Fund | | — | | (1.66) | % | Diamond Hill Large Cap Fund | | — | | 9.07 | % | First Eagle Gold A | | — | | 29.95 | % | Goldman Sachs Emerging Markets Equity Insights A | | — | | 20.66 | % | Guggenheim Total Return Bond Fund | | — | | 15.24 | % | J. Hancock Disciplined Value Mid Cap A Fund | | — | | 6.01 | % | Janus Henderson Enterprise Fund | | — | | 20.15 | % | Nuveen Small Corp Value Fund Class R6 | | — | | (4.00) | % | Invesco Oppenheimer Global Fund Class R6 | | — | | 28.10 | % | PIMCO International Bond Fund Class Small | | — | | 6.15 | % | Schwab International Core Energy Equity Fund | | — | | 4.63 | % | T. Rowe Price Institutional Large-Cap Growth | | — | | 39.56 | % | T. Rowe Price Q M U.S. Small-Cap Growth Equity Fund –I Class | | — | | 24.00 | % | Vanguard 500 Index FD Admiral | | — | | 18.37 | % |
RANGE RESOURCES CORPORATION -20162021 Proxy Statement 58
Back to Contents | | Rate of Return | Investment Fund | | 401(k) Plan | | | Deferred
Compensation Plan | | T. Rowe Price Retirement 2015 Fund | | (0.58 | %) | | — | | T. Rowe Price Retirement 2020 Fund | | (0.31 | %) | | — | | T. Rowe Price Retirement 2025 Fund | | (0.17 | %) | | — | | T. Rowe Price Retirement 2030 Fund | | (0.02 | %) | | — | | T. Rowe Price Retirement 2035 Fund | | 0.13 | % | | — | | T. Rowe Price Retirement 2040 Fund | | 0.17 | % | | — | | T. Rowe Price Retirement 2045 Fund | | 0.17 | % | | — | | T. Rowe Price Retirement 2050 Fund | | 0.19 | % | | — | | T. Rowe Price Retirement 2055 Fund | | 0.18 | % | | — | | T. Rowe Price Stable Value Fund | | 1.98 | % | | — | | Vanguard Institutional Index | | 1.37 | % | | — | | Vanguard Mid-Cap Index Admiral | | (1.34 | %) | | — | | Vanguard REIT Index Admiral | | 2.39 | % | | — | | Vanguard Small Cap Index Admiral | | (3.64 | %) | | — | | Vanguard Total International Stock Index Admiral | | (4.26 | %) | | — | | Vanguard Total Bond Index Admiral | | 0.40 | % | | — | | Aberdeen Global Small Cap Fund – Class A | | — | | | (2.5 | %) | Alger Spectra Fund – Class A | | — | | | 7.08 | % | AllianceBernstein Small Cap Growth Portfolio | | — | | | (1.19 | %) | Allianz GI NFJ Small Cap Value Fund – Class A | | — | | | (8.3 | %) | BlackRock Equity Dividend Fund Investor A | | — | | | (0.39 | %) | BlackRock Global Allocation Fund Investor A | | — | | | (1.05 | %) | BlackRock U.S. Opportunities – Investor A | | — | | | (1.96 | %) | Calamos Growth & Income Fund – Class A | | — | | | 1.66 | % | Deutsche Real Estate Securities A | | — | | | 2.58 | % | Deutsche Equity 500 Index Fund I | | — | | | 1.18 | % | Fidelity Institutional MM Money Market 1 | | — | | | 0.12 | % | First Eagle Gold A | | — | | | (19.28 | %) | Goldman Sachs Emerging Markets Equity Insights A | | — | | | (9.66 | %) | Harbor International Fund Investor Class | | — | | | (4.16 | %) | J. Hancock Disciplined Value Mid Cap A Fund | | — | | | 1.8 | % | Lord Abbett Fundamental Equity A Fund Class A | | — | | | (3.14 | %) | Oppenheimer Global Fund Class A | | — | | | 3.89 | % | Oppenheimer International Bond – Class A | | — | | | (3.72 | %) | PIMCO Income A Fund | | — | | | 2.21 | % | PIMCO Real Return Fund – Class A | | — | | | (3.14 | %) | PIMCO Total Return Fund – Class A | | — | | | 0.36 | % | RS Global Natural Resources Fund Class A | | — | | | (38.17 | %) |
Potential Payments upon Termination and Change in Control There are no employment agreements currently in effect between us and any of our Named Executive Officers.NEOs. Our Named Executive OfficersNEOs are not covered under any general severance plan. In the event a Named Executive Officerany NEOs 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 Named Executive Officers,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 Named Executive Officers)NEOs) multiplied by (ii) the sum of (A) the participant’s Base Salary (as defined below) plus (B) the participant’s Bonus (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) (iii) were participating immediately prior to (iv) the date of the participant’s Involuntary Termination, or, if greater, (v) the occurrence of the Change in Control (the “Continued Benefits”). RANGE RESOURCES CORPORATION -2016 Proxy Statement59
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 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 Named Executive OfficersNEOs can be found in the “Compensation Discussion and Analysis” section of this Proxy Statement. 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 Named Executive Officers,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,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. As discussed above, the Management CIC Plan also provides for the payment of a tax-gross up to members of our Management Group, including our Named Executive Officers,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. For purposes of our Management CIC Plan, the following terms have been assigned the meanings set forth below: (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 (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, (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 twelfth 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 average of the 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; and | | | (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. |
RANGE RESOURCES CORPORATION -20162021 Proxy Statement 6059
Back to Contents 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, (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 twelfth 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 target bonus amount for the year of the occurrence of the Change in Control. (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 as adopted 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 recognizes that tax gross ups are disfavored and, while the Management CIC Plan has not been revised since December 2008, the Committee re-evaluated whether to limit or eliminate the gross up provision. After consulting with A&M 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 employees who become officers after the Committee’s action. The following table reflects the estimated payments due to each of our Named Executive OfficersNEOs as of December 31, 2015,2020, assuming, as applicable, that a Change in Control occurred and each of our Named Executive Officers wasNEOs were terminated without Cause effective December 31, 2015.2020. For these purposes, our common stock price was assumed to be $24.61$6.70 which was the closing price of our common stock on December 31, 2015.2020. 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 Named Executive OfficerNEO executing a non-compete agreement. The amount of the 4999 Excise Tax gross-up, if any, will change based upon when our Named Executive Officer’sthe 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 Named Executive OfficersNEOs are actually terminated. RANGE RESOURCES CORPORATION - 2021 Proxy Statement 60 | | 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 | | 3X | | $ | 6,564,879 | | | $ | 5,289,403 | | | $ | 117,787 | | | N/A | | $ | 11,972,069 | | Roger S. Manny | | 2.5X | | $ | 2,561,956 | | | $ | 2,445,173 | | | $ | 71,314 | | | N/A | | $ | 5,078,444 | | Ray N. Walker | | 2.5X | | $ | 2,323,897 | | | $ | 2,348,449 | | | $ | 63,604 | | | N/A | | $ | 4,735,950 | | Chad L. Stephens | | 2X | | $ | 1,473,881 | | | $ | 1,656,103 | | | $ | 63,502 | | | N/A | | $ | 3,193,487 | | David P. Poole | | 2X | | $ | 1,442,848 | | | $ | 1,364,735 | | | $ | 67,064 | | | N/A | | $ | 2,874,648 |
Back to Contents (1) | Represents cash payments equal to Base Salary and Bonus, determined as of December 31, 2015, multiplied by the applicable Benefit Multiple. Such calculation averages thethree bonuses paid as of December 31, 2015 which would be for the years, 2012, 2013 and 2014. | | | (2) | Represents the value of unvested Annual Stock Awards and Matching Stock Awards granted under any of our benefit plans vesting upon a Change in Control as of December 31,2015, at the 2015 year end price of the common stock of $24.61. Performance shares assumes payout of 88.9% of target for shares granted in 2014 and 63.6% of target forshares granted in 2015. | | | (3) | Represents the value of the continuation of medical, dental, life, disability, and other insurance benefits for the length of one year multiplied by the applicable Benefit Multipleassuming a 5% increase per year terminating at the end of the second calendar year following the year of termination. | | | (4) | Represents the amount of the 4999 Excise Tax gross-up payment necessary to result in our Named Executive Officers receiving the total Change in Control Payments. No 4999Excise Tax gross – up payment would have been required as of December 31, 2015. |
| Potential Change in Control Payments(5) | Benefit
Multiple(1) | Cash
Payments(2) | Value of
Accelerated Awards(3) | Value of
Benefits(4) | Potential Excise Tax
Gross Up(5) | Total | Jeffrey L. Ventura | 3X | $ | 6,927,216 | $ | 12,695,491 | $ | 127,160 | N/A | $ | 19,749,867 | Mark S. Scucchi | 3X | $ | 2,850,000 | $ | 6,545,030 | $ | 74,347 | 1,851,928 | $ | 11,651,475 | Dennis L. Degner | 3X | $ | 2,850,000 | $ | 6,668,454 | $ | 77,826 | 2,182,098 | $ | 11,488,208 | David P. Poole | 3X | $ | 2,463,137 | $ | 3,664,188 | $ | 88,859 | N/A | $ | 6,216,184 | Alan W. Farquharson | 3X | $ | 2,139,650 | $ | 2,297,020 | $ | 66,193 | N/A | $ | 4,502,863 | (1) Benefit multiples for senior vice presidents were set at 3X in early 2020. (2) Represents cash payments equal to Base Salary and Bonus, determined as of December 31, 2020, multiplied by the applicable Benefit Multiple. Such calculation averages the higher of (1) the prior three bonuses paid as of December 31, 2020 which would be for the years 2017, 2018 and 2019 or (2) the target bonus as of December 31, 2020. (3) Assumes Mr. Ventura, Mr. Poole or Mr. Farquharson are retirement-eligible and are fully vested one year from grant. 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, 2020, at the 2020 year end price of the common stock of $6.70. Performance shares based on TSR assumes payout of 100% of target for shares granted in 2018, and 100% of target for shares granted in 2019 and 188% of target for shares granted in 2020. Performance shares based on an internal metrics are assumed to pay out at 100% for shares granted in 2019 and 100% for shares granted in 2020. (4) 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. (5) Represents the amount of the 4999 Excise Tax gross-up payment necessary to the extent certain of our NEOs receiving the total Change in Control Payments triggers the golden parachute excise tax provisions. Assumes Mr. Ventura, Mr. Poole and Mr. Farquharson are retirement elegible. |
Our employees who are not covered inby 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 Bonus. The same definitions used in our Management CIC Plan are used in our Employee CIC Plan. Our deferred compensation plans do 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 (as defined under Section 409A of the Code), (ii) the amendment of either of our deferred compensation plans in connection with a Change in Control, or (iii) the termination of either of our deferred compensation plans 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 280G409A of the Code. The balance of the accounts of our Named Executive OfficersNEOs under the Deferred Compensation Plans as of December 31, 20152020 is set forth in column (f) of the Non-Qualified Deferred Compensation Table. The calculation of the tax gross-ups assume,assumes, pursuant to the terms of the Deferred Compensation Plans, a 35%21% federal income tax rate, a 2.35% Medicare tax rate, and 20% in additional taxes under Section 409A of the Code (with respect to amounts accelerated under the Active Deferred Compensation Plan). The potential tax gross-ups for our Named Executive OfficersNEOs with respect to their Frozen Deferred Compensation Plan accounts (identified by an “F”) and their Active Deferred Compensation Plan accounts (identified by an “A”) with respect to an accelerated distribution as of December 31, 2015,2020, are as follows: Mr. Ventura — $24,647,459 (A)$7,570,051(A); Mr. MannyScucchi — $277,015 (F); $15,441,384 (A)$2,095,179(A); Mr. WalkerDegner — $9,201,717 (A)$2,303,837(A); Mr. Stephens — $5,581,196 (A) Mr. Poole — $4,579,448 (A)$6,584,744(A); Mr. Farquharson — $2,683,100(A), $118,611(F). RANGE RESOURCES CORPORATION -20162021 Proxy Statement 61
Back to Contents 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 Named Executive OfficerNEO or any other employee, certain unvested stock awardsTime-Based Stock Awards and SARsPerformance-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 65thbirthday. All of our Named Executive OfficersNEOs are also covered under supplemental individual executive disability policies. Coverage under these policies would increase the disability coverage from the maximum of $180,000 per year under the group plan to the coverage amounts shown below for each Named Executive Officer.NEO. The percent of coverage varies depending on when the policy was put in place for each Named Executive Officer.NEO. 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 Named Executive OfficerNEO assuming that he became disabled as of December 31, 20152020 under the policies currently in effect until he attained the age of 65 years old. The table also summarizes the value of the unvested SARs and AnnualTime-Based Restricted Stock Awards, Matching Stock Awards and PerformancePerformance-Based Restricted Stock Awards which would vest upon the death, Disabilitydisability or retirement assuming that such events occurred on December 31, 20152020 based on the value of the Company’s common stock on that date of $24.61.$6.70. Retirement is defined as reaching the age of 65 years old. | | | | Annual Salary | | | | Benefit
Continuance
Under
Executive
Disability Plan | | | | Value of
Accelerated
Vesting of
SARs(1) | | | | Value of
Accelerated
Vesting of Stock
Awards | | | | Value of
Accelerated
Vesting of
Performance
Awards | | Jeffrey L. Ventura | | $ | 925,000 | | | $ | 1,773,852 | | | $ | — | | | $ | 3,220,514 | | | $ | 2,068,889 | | Roger S. Manny | | $ | 493,000 | | | $ | 823,224 | | | $ | — | | | $ | 1,490,726 | | | $ | 954,447 | | Ray N. Walker | | $ | 493,000 | | | $ | 704,148 | | | $ | — | | | $ | 1,423,615 | | | $ | 924,834 | | Chad L. Stephens | | $ | 410,000 | | | $ | 586,044 | | | $ | — | | | $ | 1,004,506 | | | $ | 651,597 | | David P. Poole | | $ | 398,000 | | | $ | 574,884 | | | $ | — | | | $ | 830,686 | | | $ | 534,049 |
(1) | Based on our stock price at December 31, 2015, none of the unvested SARs have economic value due to the exercise price exceeding $24.61. |
| Annual Salary | Benefit Continuance Under
Executive Disability Plan | Value of Accelerated Vesting of Stock Awards | Value of Accelerated Vesting of Performance Awards | Jeffrey L. Ventura | $ | 925,000 | $ | 2,082,000 | $ | 4,180,559 | $ | 8,514,932 | Mark S. Scucchi | $ | 475,000 | $ | 886,200 | $ | 2,323,876 | $ | 4,221,154 | Dennis L. Degner | $ | 475,000 | $ | 886,200 | $ | 2,503,458 | $ | 4,164,997 | David P. Poole | $ | 450,000 | $ | 851,640 | $ | 3,075,144 | $ | 589,044 | Alan Farquharson | $ | 376,000 | $ | 764,400 | $ | 1,911,248 | $ | 385,773 |
Equity Compensation Plan Information The following table reflects information regarding equity compensation awards outstanding and available for future grants as of December 31, 20152020 and March 24, 2016,26, 2021, segregated between equity compensation plans approved by our stockholders and equity compensation plans not approved by our stockholders(a)(1): | Plan Category | | Date | | Number of
securities to
be issued upon
exercise of
outstanding
options/SARs | | Weighted
average exercise/
grant price of
outstanding
options/SARs | | Number of
securities
remaining
available for
future issuance
under equity
compensation
plans | | Equity compensation plans approved by security holders | | 12/31/15 | | 2,861,615 | | $ | 33.65 | | 5,962,025 | | | | 3/24/16 | | 3,370,131 | | $ | 27.08 | | 5,215,345 | | Equity compensation plans not approved by security holders(b) | | 12/31/15 | | N/A | | | N/A | | N/A | | | | 3/24/16 | | N/A | | | N/A | | N/A |
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 in column (a))
(c) | Equity compensation plans approved by security holders | 12/31/20 | 9,260,890(2) | $ | —(4) | 6,733,178 | 3/26/21 | 8,887,642(3) | $ | —(4) | 4,603,366 | Equity compensation plans not approved by security holders(5) | 12/31/20 | N/A | N/A | N/A | (a)3/26/21 | Our commonN/A | | N/A | N/A | (1) Includes shares reserved to be issued pursuant to restricted stock is issued to officersunits and key employees in certain instances in lieu of cashperformance-based stock awards. Shares for bonuses, long-term incentive awards and company matches under our deferred compensation arrangements if elected by the employee. Any suchperformance-based stock awards are approved by our Compensation Committee, whichincluded 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 6.4 million shares related to RSUs and 3.2 million shares representing the target number of performance units that may be earned, assuming the target payout level is composedachieved. (3) Includes approximately 7.7 million shares related to RSUs and 2.7 million shares representing the target number of four independent directors. Issuances to Named Executive Officers are disclosed inperformance units that may be earned, assuming the section of this Proxy Statement in the narrative discussion following the Summary Compensation Table included in this Proxy Statement. | | | (b) | target payout level is achieved.(4) We no longer have any options outstanding. (5) There are no equity compensation plans, as defined by the NYSE, which have not been approved by our security holders. |
RANGE RESOURCES CORPORATION -2016 Proxy Statement62
PROPOSAL 3 | RE-APPROVAL OF THE MATERIAL TERMS OF THE AMENDED AND RESTATED 2005 EQUITY PLAN FOR PURPOSES OF COMPLYING WITH SECTION 162(m) OF THE INTERNAL REVENUE CODE |
The Company’s Amended and Restated 2005 Equity-Based Incentive Compensation Plan contains provisions that provide for the award of incentive compensation to executives based on achievement of goals relating to the performance of the Company. It was also designed in part so that awards may qualify for exemption from the tax deduction limitations of Section 162(m) of the Internal Revenue Code (“Section 162(m)”) by providing for “performance-based compensation” to “covered employees” within the meaning of Section 162(m). In order to qualify for this exemption, the regulations under Section 162(m) require, among other things, that the material terms of the Plan be periodically disclosed to and approved by the Company’s shareholders. For purposes of Section 162(m), the material terms of the Plan are as follows:
(i) Eligible Employees. The Compensation Committee of the Board of Directors specifies which of the Company’s executive officers are eligible to receive performance-based compensation under the Plan. In 2015, all of the Company’s executive officers received compensation under the Plan.
(ii) Business Criteria. Under the terms of the Senior Management Bonus Plan, the compensation committee shall determine performance goals for compensation thereunder consisting of various financial or other objective goals, which may be Company-wide, on an individual basis or otherwise. Financial goals may be expressed, for example, in terms of sales, operating earnings, net income, earnings per share, cash flow, return on equity or other return ratios, or stock price. Other objective goals may include the attainment of various productivity and long-term growth objectives, including for example, development of reserves or growth of production. Any criteria may be measured in absolute terms, as a change from a prior comparable period or periods, or as compared to another company or companies in the Company’s Peer Group. Such performance goals shall include a threshold level of performance below which no payment shall be made, levels of performance at which specified percentages of a target amount shall be paid and a maximum level of performance above which no additional amount shall be paid. The performance goals established by the Compensation Committee may be, but need not be, different for each period and/or participant under the Plan.
The number and amount of awards that an employee may receive under the Plan is at the discretion of the Compensation Committee and therefore cannot be determined in advance. The information required to be provided by Item I0(a)(2)(iii) of Schedule 14A is set forth collectively in the Compensation Disclosure and Analysis section of this Proxy Statement under the heading “Performance-Based Incentive Compensation,” the Summary Compensation Table and the table regarding Grants of Plan Based Awards, in each case as set forth in this Proxy Statement.
At the Annual Meeting, stockholders are being requested to approve the existing material terms contained in the Plan in order to allow the Company to grant awards under the Plan that may qualify as “performance-based compensation” under Section 162(m).The foregoing is a summary of certain material terms of the Plan, which is subject to the specific provisions of the full text of the Plan as set forth and attached to this Proxy Statement as Appendix A.
Required Vote and Recommendation
If you own shares through a bank, broker or other holder of record, you must instruct them how to vote so that your vote can be counted on this proposal as uninstructed shares are not entitled to vote with regard to Proposal 3. The affirmative vote of a majority of the shares present in person or represented by proxy and entitled to vote is required to approve this Proposal 3.
Your Board’s Recommendation: FOR Proposal 3.
RANGE RESOURCES CORPORATION - 20162021 Proxy Statement 6362
Back to Contents PROPOSAL 4 | RATIFICATION OF THE APPOINTMENT OF THE INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM |
OurThe Audit Committee of our Board of Directors has appointed Ernst & Young LLP as the independent registered public accounting firm to audit our consolidated financial statements as of and for the fiscal year ending December 31, 20162021 and our internal controls over financial reporting and our Board of Directors has ratified that selection. From fiscal years 20042003 through 2015,2019, Ernst & Young LLP has served as our independent registered public accounting firm and also provided certain tax and other services. Representatives of Ernst & Young LLP are expected to be present at the 20162021 annual meeting and will have the opportunity to address the stockholders at the meeting if they desire to do so. Such representatives are also expected to be available to respond to appropriate questions.
The affirmative vote of a majority of the shares of our common stock represented at the meeting in person or by proxy and entitled to vote on the proposal at the meeting is required for the ratification of the appointment of Ernst & Young LLP as our independent registered public accounting firm for 2016.2021. Abstentions have the effect of negative votes on this proposal. If the appointment is not ratified, our Audit Committee will consider whether it should select another independent registered public accounting firm. Please see the discussion above under the captions “Votes Required” and “Broker Non-Votes and Abstentions” for further details on voting procedures. Your Board’s Recommendation: FOR Proposal 4.
| The Board of Directors recommends a vote FOR Proposal 3 |
RANGE RESOURCES CORPORATION - 20162021 Proxy Statement 6463
Back to Contents Report of Thethe Audit Committee OurThe Audit Committee of our Board of Directors is responsible for engaging our independent registered public accountants and for monitoring the integrity of our consolidated financial statements, our system of internal controls and the independence and performance of our independent registered public accountants. OurThe Audit Committee also reviews internal audit activities, the scope of the audit coverage, the annual financial statements and such other matters with respect to the accounting, auditing and financial reporting practices and procedures as it may find appropriate or as have been brought to its attention. OurThe Audit Committee is composed of fivethree non-employee directors, two of whom, Ms. Cline and Mr. Maxwell, were elected to the Board and appointed to the Audit Committee in 2015.directors. The Committee operates under a written charter adopted and approved by our Board of Directors. Our Board of Directors, in its business judgment, has determined that all members of ourthe Audit Committee are “independent” as required by the NYSE. Mr. V. Richard EalesMs. Cline was designated as the “audit committee financial expert” primarily, but not solely, due to his priorher experience as a CFO withand prior public reporting companies.
accounting experience. In addition, each of the other members of the Audit Committee, namely Ms. Dorman and Mr. Maxwell, also qualify as a “financial expert” under the applicable standards. Management is responsible for the financial reporting process, including the system of internal controls, and for the preparation of consolidated financial statements in accordance with generally accepted accounting principles. Our independent registered public accounting firm for 2015,2020, Ernst & Young LLP, is responsible for performing an audit of the consolidated financial statements in accordance with the standards of the Public Company Accounting Oversight Board (United States). Ernst & Young LLP has been retained as our external auditor since 2003. OurThe Audit Committee held five6 meetings during 2015.2020 at each meeting, the Committee met with internal audit and the independent auditor with and without management present. The meetings involved the discussion of the audited consolidated financial statements of the year ended December 31, 2015,2019, discussion of our 20152020 quarterly consolidated financial statements and various aspects of our internal controls and financial reporting. The meetings were also designed to facilitate and encourage communication and gain a better understanding of the issues involved in the preparation of the financial statements between ourthe Audit Committee, management and Ernst & Young LLP. OurThe Audit Committee discussed with our independent registered public accounting firm the overall scope and plans for their audit. OurThe Audit Committee met with our independent registered public accounting firm, with and without management present, to discuss the results of its examinations and its evaluations of our internal controls. OurThe Audit Committee has reviewed and discussed the audited consolidated financial statements for the year ended December 31, 20152020 with management and Ernst & Young LLP. OurLLP which included discussions about internal control deficiencies. The Audit Committee closely monitors management's remediation of any identified deficiencies. The Audit Committee has also discussed with our independent registered public accounting firm matters required to be discussed with audit committees under generally accepted auditing standards, including, among other things, matters related to the conduct of the audit of our consolidated financial statements and the matters required to be discussed by Auditing Standard No. 16,1301, “Communication with Audit Committees.” The independent registered public accounting firm provided to us the written disclosures and the letter required by the applicable requirements of the Public Company Accounting Oversight Board regarding the independent registered public accounting firm’s communications with the audit committee regarding independence, and ourthe Audit Committee discussed with them its independence from our Company. When considering Ernst & Young LLP’s independence, ourthe Audit Committee considered whether its provision of services to our Company beyond those rendered in connection with its audit and review of the consolidated financial statements was compatible with maintaining its independence. OurThe Audit Committee also reviewed the amount of fees paid to Ernst & Young LLP for audit, audit-related, tax and non-audit services.
OurThe Audit Committee evaluatesis directly responsible for the appointment, compensation, retention and oversight of our independent registered public accounting firm, takingaccountants. In connection with this evaluation, the Audit Committee takes into consideration the following factors: management’s perception of expertise and past performance, external data relating to audit quality, independence and appropriateness of fees. In order to assure continuing auditor independence, the Audit Committee periodically considers whether there should be a regular rotation of the independent external audit firm. The Audit Committee periodically reviews and evaluates the performance of the lead audit partner and ensures the audit partner rotation as required by law. In conjunction with the mandated rotation of the lead audit partner, the Audit Committee is directly involved in the selection of a new lead engagement partner. The Audit Committee reviews and pre-approves the fees of the independent auditor for audit, audit-related, tax and permissible non-audit services. Based on our review and these meetings, discussions and reports, and subject to the limitations on our role and responsibilities discussed in this report and in ourthe Audit Committee Charter, the Audit Committee recommended to our Board of Directors that our audited consolidated financial statements for the year ended December 31, 20152020 be included in our Annual Report on Form 10-K filed with the SEC.
We are seeking our stockholders’ ratification of the appointment of Ernst & Young LLP to audit our financial statements and effectiveness of internal control over financial reporting for 2021 at the Annual Meeting. The Audit Committee and the Board believe the appointment of Ernst & Young LLP as our independent auditor for 2021 is in our best interests and in the best interests of our stockholders. The members of ourthe Audit Committee are not professionally engaged in the practice of auditing or accounting and are not experts in the fields of auditing or accounting, including in respect of independent registered public accounting firm independence. Members of ourthe Audit Committee rely, without independent verification, on the information provided to them and on the representations made by management and the independent registered public accounting firm. Accordingly, ourthe Audit Committee’s oversight does not provide an independent basis to determine that management has maintained appropriate accounting and financial reporting principles or appropriate internal controls and procedures designed to assure compliance with accounting standards and applicable laws and regulations. Furthermore, ourthe Audit Committee’s considerations and discussions referred to above do not assure that the audit of our financial statements has been carried out in accordance with generally accepted auditing standards, that the financial statements are presented in accordance with the standards of the Public Company Accounting Oversight Board (United States) or that Ernst & Young LLP is, in fact, “independent.” This report has been furnished by the members of ourthe Audit Committee. Anthony V. Dub, Chair
Brenda A. Cline, Chair
V. Richard EalesMargaret K. Dorman
Jonathan S. Linker
GregoryGreg G. Maxwell RANGE RESOURCES CORPORATION - 20162021 Proxy Statement 6564
Back to Contents Independent Registered Public Accountants OurThe Audit Committee has appointed Ernst & Young LLP as our independent registered public accounting firm to audit our consolidated financial statements as of and for the fiscal year ending December 31, 20162021 and our internal controls over financial reporting. Our stockholders are being asked to ratify the appointment of Ernst & Young LLP at our annual meeting, pursuant to Proposal 4.
3. Representatives of Ernst & Young LLP are expected to be present atattend our Annual Stockholderannual meeting. Ernst & Young LLP representatives will have an opportunity to make a statement if they desire and are expected to be available to respond to any appropriate questions at our meeting. Our independent registered public accounting firm for 20142020 and 20152019 was Ernst & Young LLP. The fees billed to us by Ernst & Young LLP are shown in the table below. | | | Year Ended December 31, | | | | 2015 | | | 2014 | | Audit Fees | | $ | 2,720,052 | | | $ | 2,315,284 | | Audit Related Fees | | $ | 2,605 | | | $ | 2,160 | | Tax Fees | | $ | — | | | $ | 141,382 | | TOTAL | | $ | 2,722,657 | | | $ | 2,458,826 |
| Year Ended December 31, | 2020 | 2019 | Audit Fees | $ | 2,995,367 | $ | 3,103,335 | Audit Related Fees | | - | | - | Tax Fees | | - | | 42,350 | TOTAL | $ | 2,995,367 | $ | 3,145,685 |
Audit fees consist of fees billed for professional services rendered for the audit of our annual financial statements and our internal controls over financial reporting, reviews of the financial statements included in our quarterly reports and services that are normally provided in connection with statutory and regulatory filings, including consents and other work associated with debt and equity offerings. Tax fees shown in the table above consist of fees billed for professional services for tax compliance, tax advice and tax planning. These services include tax assistance regarding federal and state compliance, tax audit defense, mergers and acquisitions. Other Fees
All other fees shown in the table above consist of fees for products and services other than services reported above.
Pre-Approval Policy and Procedures OurThe Audit Committee must give prior approval to any management request for any amount or type of service (audit, audit-related and tax services or to the extent permitted by law, non-audit services) our independent registered public accounting firm provides. All audit, audit-related and tax services rendered by Ernst & Young LLP in 20152020 were approved by our Audit Committee before Ernst & Young LLP was engaged for such services. No services of any kind were approved pursuant to a waiver permitted pursuant to 17 CFR 210.2-01(c)(7)(i)(C). Consultation and approval of such services for 20152020 occurred during the regularly scheduled meetings of ourthe Audit Committee or by other means of communication between management and the Audit Committee.
RANGE RESOURCES CORPORATION - 20162021 Proxy Statement 6665
Back to Contents PROPOSAL 5 | A STOCKHOLDER PROPOSAL REQUESTING DISCLOSURE OF POLITICAL SPENDING BY THE COMPANY |
The Nathan Cummings Foundation 475 Tenth Avenue, 14thFloor New York, New York 10018, telephone (212) 787-7300, has notifiedAt the Company, as2021 Annual Meeting, our stockholders are being asked to approve an Amended and Restated 2019 Equity-Based Compensation Plan (the “2019 Equity Plan”) that will increase the number of November 19, 2015 it held 322 shares of Range Resources Corporationcommon stock and that it intendsauthorized for issuance under the plan from 11,000,000 to present14,000,000 (an increase of 3,000,000 shares). Our Board approved the following resolutionamendment, subject to stockholder approval at the meeting for action by the stockholders:Annual Meeting.
Resolved, that the shareholders of Range Resources Corporation (“Company”) hereby request that the Company provide a report, updated semiannually, disclosing the Company’s:
1. | Policies and procedures for making, with corporate funds or assets, contributions and expenditures (direct or indirect) to (a) participate or intervene in any political campaign on behalf of (or in opposition to) any candidate for public office, or (b) influence the general public, or any segment thereof, with respect to an election or referendum. | | | 2. | Monetary and non-monetary contributions and expenditures (direct and indirect) used in the manner described in section 1 above, including: |
| a. | The identity of the recipient as well as the amount paid to each; and | | | | | b. | The title(s) of the person(s) in the Company responsible for decision-making. |
The report shall be presented to the board of directors or relevant board committee and posted on the Company’s website within 12 months of the date of the annual meeting.
Supporting Statement by the Stockholder
As long-term shareholders of Range Resources Corporation, we support transparency and accountability in corporate spending on political activities. These include any activities considered intervention in any political campaign under the Internal Revenue Code, such as direct and indirect contributions to political candidates, parties, or organizations; independent expenditures; or electioneering communications on behalf of federal, state or local candidates.
Disclosure is in the best interest of the Company and its shareholders and critical for compliance with federal ethics laws. Moreover, the Supreme Court’s Citizens United decision recognized the importance of political spending disclosure for shareholders when it said, “[Disclosure permits citizens and shareholders to react to the speech of corporate entities in a proper way. This transparency enables the electorate to make informed decisions and give proper weight to different speakers and messages.” Gaps in transparency and accountability may expose the Company to reputational and business risks that could threaten long-term shareholder value.
Range Resources has contributed at least $1.3 million in corporate funds since the 2004 election cycle. (CQ: http://moneyline.cq.com and National Institute on Money in State Politics: http://www.followthemoney.org) However, relying on publicly available data does not provide a complete picture of the Company’s political spending. For example, payments to trade associations used for political activities are undisclosed and unknown.
The proposal asks the Company to disclose all of its political spending, including payments to trade associations and other tax exempt organizations used for political purposes. This would bring Range Resources in line with a growing number of leading companies that support political disclosure and accountability and present this information on their websites, including Noble Energy, Tesoro and ConocoPhillips.
The Company’s Board and its shareholders need comprehensive disclosure to be able to fully evaluate the political use of corporate assets. We urge your support for this critical governance reform.
Statement by the Board of Directors Regarding Proposal No. 5
Range is committed to maintaining the highest ethical standards when it engages in political activity. We believe it is important to constructively participate in the political process to further the best interests of our stockholders and create long-term stockholder value. Our approach to political engagement is guided by this basic belief.
As with all our business activities, Range is committed to complying with all laws and regulations applicable to our political participation activities. While the amount we spend annually on political expenditures is a very small portion of our total annual expenses (less than 1%), we nonetheless commit ourselves to act in the highest ethical manner, and in compliance with applicable laws, regarding our involvement in any permitted political activity. We also believe it is important for us to be engaged in the policymaking process by supporting public officials who understand our views on various issues significant to our industry in general, and our business operations in particular.
One of the ways Range engages in the policymaking process is by participating in various business and industry forums. We also belong to organizations, such as the Marcellus Shale Coalition, and trade associations in an effort to further our legitimate business interests. This participation allows us to engage in collective and cost-efficient efforts to provide information to the general public and public officials regarding policymaking topics and issues important to our business. We believe these activities help to create a positive understanding of, and appreciation for, the oil and natural gas industry and the critical role the industry plays in our regional and national economies.
RANGE RESOURCES CORPORATION - 2016 Proxy Statement67
Range’s Code of Business Conduct and Ethics (which is posted on our website www.rangeresources.com) addresses the topic of political contributions. As stated in the Code, our position regarding political activities is “non-political and non-partisan,” and we adhere to all applicable legal requirements regarding these activities. Range established a Political Action Committee (PAC) under Pennsylvania law in 2009. All of our employees are permitted to contribute to the PAC. All contributions are entirely voluntary; no employee is required to contribute. Further, no employee’s job performance or advancement opportunities are contingent in any manner on PAC participation. Our PAC makes relatively small contributions to individual candidates on a non-partisan basis at the local and state level. The PAC has contributed to candidates from both major political parties. The PAC, which is administered by an all-employee committee, makes contributions, regardless of party affiliation, to candidates whose approach to policy is consistent with the safe and efficient development of oil and gas resources. We file all public reports and information concerning our PAC with the appropriate Pennsylvania governmental authorities. In some instances we may use corporate funds (rather than PAC funds) to make contributions to tax-exempt organizations that engage in political activities. Range’s Board of Directors receives a report regarding the PAC’s recent activities at each of the Board’s regular meetings. We believe that this Board oversight is consistent with good governance practices.
Given the existing structure and oversight, the Board of Directors believes that spending further corporate funds to prepare the report requested by the proposal would not be an effective and productive use of the Company’s time and limited resources.
Required Vote and Recommendation The affirmative vote of a majority of the shares of our common stock represented at the meeting in person or by proxy and entitled to vote on the proposal at the meeting is required to approve this amendment. | The Board of Directors recommends a vote FOR Proposal 4
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RANGE RESOURCES CORPORATION - 2021 Proxy Statement 66
Back to Contents Our Board recommends approval of the Amended and Restated 2019 Equity-Based Compensation Plan (“the 2019 Equity Plan”) to increase the number of shares authorized for issuance under the plan. The proposed increase would enable the continued use of the 2019 Equity Plan for stock-based grants and awards consistent with the objectives of our compensation program. The use of stock-based grants and awards under the 2019 Equity Plan continues to be an important part of our compensation program. Of the 11,000,000 shares currently authorized for issuance under the plan, 3,536,429 shares remain available for future grant or award as of March 26, 2021. We do not believe this leaves sufficient shares available for more than one additional year of grants and awards. By increasing the number of shares authorized for issuance under the 2019 Equity Plan by 3,000,000 shares, a total of 6,536,429 would be available for future issuance under the 2019 Equity Plan. The purpose of the 2019 Equity Plan is to attract and retain employees, directors and consultants to provide an incentive for these individuals to achieve long-range performance goals. The following discussion summarizes the material terms of the 2019 Equity Plan. This discussion does not purport to be complete and is qualified in its entirety by reference to the 2019 Equity Plan, a copy of which is attached hereto as Exhibit A. Administration The 2019 Equity Plan would be administered by our Compensation Committee, which is composed entirely of non-employee directors within the meaning of Rule 16b-3. Subject to the provision of the 2019 Equity Plan, in its capacity as the 2019 Equity Plan’s administrator, the Compensation Committee would be authorized to do all things that it determines to be necessary or appropriate in connection with the administration of the 2019 Equity Plan. All decisions, determinations and interpretations by the Compensation Committee regarding the 2019 Equity Plan and awards granted under the 2019 Equity Plan would be final and binding on all participants and other person claiming rights under the 2019 Equity Plan or an award under the 2019 Equity Plan. The Compensation Committee may authorize a delegate to make grants under the 2019 Equity Plan to any participants other than insiders and covered employees. Furthermore, the Compensation Committee, as a condition to making any grant under the 2019 Equity Plan, shall have the right to require the employee or director to execute an agreement which makes the employee or director subject to non-competition provisions and other restrictive covenants or conditions which run in favor of the Company. Participants Any person who is a current full time employee of our Company or of a subsidiary, parent or affiliate of our Company would be eligible to receive an award under the 2019 Equity Plan. In addition, non-employee directors would be eligible to receive an award under the 2019 Equity Plan. As of January 1, 2021, we had 533 full time employees. Types of Awards The 2019 Equity Plan provides for the following categories of awards: • StockOptions. The Compensation Committee may grant options to purchase shares of common stock that are incentive stock options (“ISOs”), which are eligible for the special tax treatment described below. No option may have an exercise price that is less than the fair market value of the common stock on the date of grant or a term of more than ten years. An ISO shall comply with the provisions of Section 422 of the Code. • StockAppreciationRights(“SARs”). SARs may be awarded in connection with or separate from an option. A SAR is the right to receive an amount equal to the excess of the fair market value of one share of stock on the date of exercise or settlement over the grant price of the SAR as determined by the Compensation Committee. SARs awarded in connection with an option will entitle the holder, upon exercise or settlement, to surrender the related option or portion thereof relating to the number of shares for which the SAR is exercised or settled. SARs granted independently of an option will be exercisable or settled as the Compensation Committee determines but the term of a SAR will not exceed ten years. SARs may be paid in cash, stock or combination of cash and stock, as the Compensation Committee provides in the award agreement governing the SAR. • RestrictedStock. A Restricted Stock Award is a grant of shares of stock subject to a risk of forfeiture, restrictions on transferability and any other restrictions imposed by the Compensation Committee in its discretion. Except to the extent restricted under the terms of the 2019 Equity Plan and any award agreement relating to the Restricted Stock, a participant granted Restricted Stock shall have all of the rights of a stockholder, proposal set forthincluding the right to vote the Restricted Stock and the right to receive dividends. The Committee may require or permit a participant to elect any cash dividends paid on a share of Restricted Stock be automatically reinvested in additional shares of Restricted Stock. RANGE RESOURCES CORPORATION - 2021 Proxy Statement 67
Back to Contents • PhantomStockAward. Phantom Stock Awards grant the right to receive Stock, cash or a combination thereof at the end of a specified deferral period. The Compensation Committee may subject Phantom Stock rights to restrictions (which may include a risk of forfeiture) to be specified in the award agreement which may lapse at such times determined by the Compensation Committee. Phantom Stock may be satisfied by delivery of stock, cash equal to the fair market value of the specified number of shares of stock covered by the Phantom Stock or any combination thereof determined by the Compensation Committee at the date of grant or thereafter. • BonusStockandAwardsinLieuofCompanyObligations. The Compensation Committee is authorized to grant stock as Proposal 5. Uninstructed sharesa bonus or to grant stock or other awards in lieu of obligations to pay cash or deliver other property under the 2019 Equity Plan or under other plan or compensatory arrangements, subject to any applicable provision under Section 16 of the Exchange Act. The Compensation Committee will determine any terms and conditions applicable to grants of stock or other awards, including performance criteria associated with an award. • PerformanceandAnnualIncentiveAwards. The Compensation Committee may designate that certain awards under the 2019 Equity Plan constitute “performance” awards or grant separate cash bonus Annual Incentive Awards as performance awards. A performance award is any award the grant, exercise or settlement of which is subject to one or more performance standards. Additionally, performance award also means an Annual Incentive Award granted to the chief executive officer or any other person designated by the Compensation Committee, at the time of grant of the performance award, as likely to be one of the next four highest paid officers of the Company (a “Covered Employee”). One or more business criteria may be used by the Compensation Committee, determined on an absolute or relative basis or as compared to the performance of a published or special index. The grant, exercise and/or settlement of Performance Awards may also be contingent upon individual performance goals established by the Committee. • OtherAwards. Participants may be granted, subject to applicable legal limitations and the terms of the 2019 Equity Plan and its purposes, other awards related to stock. Such awards may include, but are not limited to, convertible or exchangeable debt securities, other rights convertible or exchangeable into stock, purchase rights for stock, awards with value and payment contingent upon performance of the Company or any other factors designated by the Committee. The Committee shall determine the terms and condition of such awards. Stock Dividends and Stock Splits If our common stock is subdivided or combined into a greater or smaller number of shares or if we issue any shares of common stock as a stock dividend, the number of shares of our common stock thereafter deliverable upon the exercise of an outstanding option or upon issuance under another type of award shall be appropriately increased or decreased proportionately and appropriate adjustments shall be made in the per share purchase price and performance goals applicable to performance-based awards, if any, to reflect such subdivision, combination or stock dividend. Other Dividends Dividends (other than stock dividends as described above) may accrue but are not payable prior to the time and only to the extent that, the underlying shares have vested or restrictions or rights to reacquire shares subject to awards have lapsed. Corporate Transactions ChangeinControl. Upon a Change in Control, all awards outstanding as of the effective time of the Change in Control shall become immediately fully vested and/or exercisable and shall no longer be subject to substantial risk of forfeiture or restrictions on transferability, other than those imposed by applicable legislative or regulatory requirements; provided however, with respect to any such compensation that is subject to Section 409A of the Code, the payment of such award shall be accelerated only upon a “change of control event” as defined in Section 409A of the Code and the Treasury regulations thereunder. With respect to Performance Awards, in the event of a Change in Control, the number of Performance Awards that shall vest and shall no longer be subject to a substantial risk of forfeiture shall be determined as follows: the Committee shall (i) shorten the performance period to end on the date of the Change in Control; (ii) adjust the applicable performance goals with respect to each such shortened performance period; and (iii) determine the Performance Awards that shall vest based on the extent to which the applicable performance goals with respect to each shortened performance period have been met. In addition, upon a Change in Control, the Compensation Committee may, in its discretion effect one or more of the following alternatives with respect to options; (i) accelerate the exercisability of the options to be exercised before a specified date, after which unexercised options will terminate, (ii) require the mandatory surrender to and repurchase by the Company of all outstanding options, (iii) provide that the number and class of shares of stock covered by an award previously granted be adjusted so that such award will thereafter cover the number and class of shares of stock or other securities or property (including without limitation, cash) to which the holder would have been entitled pursuant to votethe terms of the transaction if the holder had held shares of stock subject to the award, or (iv) make such adjustments to the options deemed appropriate by the Compensation Committee (including no adjustment). The Compensation Committee will make such changes as it deems appropriate in the number and price of shares of stock or other consideration subject to other awards. Amendment and Termination The 2019 Equity Plan may be amended by our stockholders. It may also be amended by our Board of Directors without the consent of stockholders or Participants, except that any amendment or alteration to this plan, including any increase in any share limitation, shall be subject to the approval of the Company’s stockholders not later than the annual meeting next following such Board action if such stockholder approval is required by any federal or state law or regulation or the rules of any stock exchange or automated quotation system on this proposal, therefore broker non-votes will not affectwhich the outcome of this proposal. Abstentions have the effect of negative votes on this proposal. Your Board’s recommendation: AGAINST Proposal 5.stock may then be listed or quoted.
RANGE RESOURCES CORPORATION - 20162021 Proxy Statement 68
Back to Contents Duration of the 2019 Equity Plan The 2019 Equity Plan became effective upon approval of the original plan by vote of our stockholders, which was May 15, 2019. Federal Income Tax Consequences IncentiveStockOptions. An optionee does not realize taxable income upon the grant or exercise of an ISO, under the 2019 Plan. If no disposition of shares issued to an optionee pursuant to the exercise of an ISO is made by the optionee within two years from the date of grant or within one year from the date of exercise, then (a) upon sale of such shares, any amount realized in excess of the option price (the amount paid for the shares) is taxed to the optionee as a long-term capital gain and any loss sustained will be a long-term capital loss and (b) no deduction is allowed for the Company for federal income tax purposes. The exercise of ISOs gives rise to an adjustment in computing alternative minimum taxable income that may result in alternative minimum tax liability for the optionee. If shares of common stock acquired upon the exercise of an ISO are disposed of prior to the expiration of the two-year and one-year holding periods described above, referred to as a disqualifying disposition, then (a) the optionee realizes ordinary compensation income (subject to the withholding by the Company) in the year of disposition in an amount equal to the excess of the fair market value of the shares at exercise (or, if less, the amount realized on a sale of such shares) over the option price thereof and (b) the Company is entitled to deduct this amount. Any further gain realized is taxed as a capital gain, which will be long-term if the shares were held for more than one year following exercise and does not result in any deduction to the Company. A disqualifying disposition in the year of exercise will generally avoid the alternative minimum tax consequences of the exercise of an ISO. RestrictedStock. Awards of restricted stock that are non-transferable and subject to forfeiture are generally not taxable to the recipient until the shares vest. When the shares vest, the recipient realizes ordinary compensation income (subject to the withholding by the Company) equal to the difference between the amount paid for the shares and their fair market value at the time of vesting and we are entitled to a corresponding deduction. The tax is payable for the year in which the vesting occurs, regardless of whether the shares are sold at that time. Upon subsequent disposition of the shares, any appreciation or depreciation is treated as short-term or long-term capital gain or loss, depending on the length of time the recipient has held the shares after the date on which the shares vested. SARs. Participants will not realize taxable income upon the grant of a SAR. Upon the exercise of the SAR, a participant will recognize ordinary compensation income (subject to the withholding by the Company) in an amount equal to the excess of (i) the amount of cash and fair market value of the stock received, over (ii) the exercise price (if any) paid. A participant will generally have a tax basis in any shares of stock received pursuant to the exercise of a SAR that equals the fair market value of such shares on the date of exercise. Internal Revenue Code Section 162(m) Limitation on Deductibility of Certain Equity Awards After the enactment of the Tax Cuts and Jobs Act of 2017, United States tax law generally does not allow publicly-held companies to obtain tax deductions for compensation of more than $1.0 million paid in any year to any of the chief executive officer, the chief financial officer and the next three highest paid executive officers, each of which are treated as a covered employee under Section 162 (m) of the U.S. Internal Revenue Code of 1986, as amended, for any year beginning after December 31, 2016 (each, a “covered employee”). As a result, Range will not be entitled to a compensation deduction with respect to awards under the 2019 Equity Plan to a covered employee to the extent the aggregate amount payable results in total compensation in excess of the $1.0 million limit. New Plan Benefits Table The issuance of any awards under the 2019 Equity Plan will be at the discretion of our Compensation Committee. Therefore, it is not possible to determine the amount or form of any award that will be granted to any individual in the future. RANGE RESOURCES CORPORATION - 2021 Proxy Statement 69
Back to Contents OTHER BUSINESS The Company knows of no other business that will be presented for consideration at the meeting, but should any other matters be properly brought before the meeting, it is intended that the persons named in the accompanying proxy will vote such proxy at their discretion with regard to such matters. STOCKHOLDER PROPOSALS FOR 20172022 ANNUAL MEETING Any stockholder desiring to present a stockholder proposal at our 20172022 annual meeting and to have the proposal included in our proxy statement must send it to our Corporate Secretary at 100 Throckmorton Street, Suite 1200, Fort Worth, Texas 76102 so that it is received on or before December 10, 2016.2, 2021. All such proposals should be in compliance with the SEC regulations and our bylaws.by-laws. We will only include in the proxy materials those stockholder proposals that we receive before the deadline and that are proper for stockholder action. In addition, in accordance with our bylaws,by-laws, any stockholder entitled to vote at our 20172022 annual meeting of stockholders may propose business (other than proposals to be included in our proxy statement and proxy as discussed in the preceding paragraph) to be included on the agenda of, and properly presented for action at, the 20172022 annual meeting only if written notice of such stockholder’s intent is given in accordance with the requirements of our bylaws.by-laws. Such proposals must be submitted in writing and addressed to the attention of our Corporate Secretary at 100 Throckmorton Street, Suite 1200, Fort Worth, Texas 76102, no later than February 21, 201710, 2022 and no earlier than January 20, 2017.11, 2022. Pursuant to Rule 14a-4(c) of the Securities Exchange Act, our Board of Directors may exercise discretionary voting authority under proxies solicited by it with respect to any matter properly presented by a stockholder at the 20162021 annual meeting that the stockholder does not seek to have included in our proxy statement if (except as described in the following sentence) the proxy statement discloses the nature of the matter and how our Board of Directors intends to exercise its discretion to vote on such matter, unless we are notified of the proposal on or before February 19, 2017,10, 2022, and the stockholder satisfies the other requirements of Rule 14a-4(c)(2). If we first receive notice of such matter after February 19, 2017,10, 2022, and the matter nonetheless is permitted to be presented at the 20172022 annual meeting, our Board of Directors may exercise discretionary voting authority with respect to any such matter without including any discussion of the matter in the proxy statement for the 20172022 annual meeting. We reserve the right to reject, rule out of order or take other appropriate action with respect to any proposal that does not comply with the requirements described above and other applicable requirements. By Order of the Board of Directors
DavidP.Poole
CorporateSecretary RANGE RESOURCES CORPORATION - 2021 Proxy Statement 70
Back to Contents FREQUENTLY ASKED QUESTIONS AND ANSWERS We are providing these materials in connection with the solicitation by Range’s Board of Directors of proxies to be voted at our 2021 Annual Meeting and at any adjournment or postponement of the Meeting. The Meeting will be held telephonically on May 12, 2021, beginning at 8:00 a.m., utilizing a teleconference number. If your shares are registered directly in your name with Range’s registrar and transfer agent, Computershare Investor Services LLC, you are a stockholder of record with respect to these shares. If, as is more typical, your shares are held in a brokerage account or by your bank, broker or other third party, you are the beneficial owner of these shares. Becauseabeneficialownerisnotthestockholderofrecord,youmaynotvotethesesharesunlessyouobtainaproxyfromthebroker,trusteeornomineethatholdsyourshares,givingyoutherighttovotetheshares.Yourbroker,trusteeornomineehasenclosedorprovidedvotinginstructionsforyoutouseindirectingthebroker,trusteeornomineehowtovoteyourshares. If you are a stockholder of record, you will receive only one proxy card for all the shares you hold of record in certificate form and in book-entry form. If you are a Range employee, you will receive a proxy or voting instruction card for all the shares you may hold in the Range 401(k) Plan. Your proxy card will serve as a voting instruction card for the Plan trustee. If you do not specify your voting instructions on the proxy card, the Plan trustee will vote your shares in the same proportion as it votes shares for which it did receive timely instructions. Toallowsufficienttimeforvotingbythetrustee,yourvotinginstructionsmustbereceivednolaterthan11:59p.m.,EasternTime,onMay9,2021. VotingInPerson. You will be able to vote your shares at the Annual Meeting. You will be instructed at the beginning of the call how to vote your shares. ByWrittenProxy. All stockholders of record can vote by written proxy card. If you are a stockholder of record and receive a notice regarding the availability of proxy materials, you may request a written proxy card by following the instructions included in the notice. If you are a beneficial owner, you may request a written proxy card or a voting instruction form from your bank, broker or other nominee. ByTelephoneorInternet. All stockholders of record can vote by calling the toll-free telephone number on the proxy card. Please have your proxy card when you call. Voice prompts will direct you on how to vote your shares and will confirm that your voting instructions have been recorded properly. Stockholders of record may also vote by accessing the website or the QR Code noted on the proxy card. Please have your proxy card when you go to the website. Beneficial owners may vote by telephone or Internet if their bank, broker or other nominee makes those methods available, in which case the bank, broker or other nominee will include the instructions with the proxy materials. DefaultVoting. A proxy that is properly completed and returned will be voted at the Meeting in accordance with the instructions on the proxy. If you properly complete and return a proxy but do not indicate any voting instructions, your shares will be voted in the manner recommended by the Board on all matters presented in this Proxy Statement and as the proxy holders may determine in their discretion with respect to any other matters properly presented for a vote at the Meeting. If we propose to adjourn the Meeting, proxy holders will vote all shares for which they have voting authority in favor of adjournment. Our Board knows of no matters other than those stated in the Notice of Annual Meeting of Stockholders and described in the Proxy Statement to be presented for consideration at the Meeting. RANGE RESOURCES CORPORATION - 20162021 Proxy Statement 6971
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Back to ContentsProposal | | Voting Choices and Board Recommendation | Voting Standard | Proposal 1. | ElectionofDirectors | • vote in favor of all nominees; • vote in favor of specific nominees; • vote against all nominees; • vote against specific nominees; • abstain from voting with respect to all nominees; or • abstain from voting with respect to specific nominees. TheBoardrecommendsavoteFOReachofthenominees. | Majority of votes cast (as defined in our by-laws) | Proposal 2. | AdvisoryVotetoApproveExecutiveCompensation | • vote in favor of the advisory proposal; • vote against the advisory proposal; or • abstain from voting on the advisory proposal. TheBoardrecommendsavoteFORtheadvisoryproposaltoapproveexecutivecompensation. | Majority of shares present and entitled to vote | Proposal 3. | RatificationoftheAppointment
ofErnst&YoungLLP | • vote in favor of the ratification; • vote against the ratification; or • abstain from voting on the ratification. TheBoardrecommendsavoteFORtheratification. | Majority of shares present and entitled to vote | Proposal 4. | Seekauthorizationtoincreasethenumberofsharesofcommonstockissuableunderthe2019EquityBasedCompensationPlan | • vote in favor of the proposal; • vote against the proposal; or • abstain from voting on the proposal. TheBoardrecommendsavoteFORtheproposal. | Majority of shares present and entitled to vote |
As a beneficial owner, in order to ensure your shares are voted in the way you would like, you must provide voting instructions to your bank, broker or other nominee by the deadline provided in the materials you receive from your bank, broker or other nominee. If you do not provide voting instructions to your bank, broker or other nominee, whether your shares can be voted by such person depends on the type of item being considered to vote. Non-DiscretionaryItems. The election of directors, the advisory vote to approve executive compensation and the proposal to increase the number of shares authorized under the 2019 Equity Plan, are non-discretionary items and may not be voted on by brokers, banks or other nominees who have not received specific voting instructions from beneficial owners. DiscretionaryItems. The ratification of the appointment of Ernst & Young LLP as Independent Auditors is a discretionary item. Generally, banks, brokers and other nominees that do not receive voting instructions from beneficial owners may vote on the proposal at their discretion. Proposal1.ElectionofDirectors. If you abstain from voting in the election of directors, you have not cast a vote and the abstention will not be counted in determining the outcome of the election. Broker non-votes are not considered a vote cast under our by-laws and will have no effect on the outcome of the election of directors. Proposal2.AdvisoryVotetoApproveExecutiveCompensation.If you abstain from voting on the advisory vote to approve executive compensation, you are considered present and entitled to vote, and your shares are considered in the calculation of whether Proposal 2 received the affirmative vote of a majority of shares present and entitled to vote. The effect of an abstention is a vote against Proposal 2. Broker non-votes will have no effect on the outcome of Proposal 2 because broker non-votes are not entitled to vote and are not considered in the calculation of a majority of shares present and entitled to vote. Proposal3.RatificationofAppointmentofErnst&YoungLLPasIndependentAuditors. If you abstain from voting on the ratification of Ernst & Young LLP as Range’s independent auditors, you are considered present and entitled to vote, and your shares are considered in the calculation of whether Proposal 3 received the affirmative vote of a majority of shares present and entitled to vote. The effect of an abstention is a vote against Proposal 3. Because Proposal 3 is a routine matter on which a broker has discretionary authority, no broker non-votes likely will result from this Proposal. RANGE RESOURCES CORPORATION - 2021 Proxy Statement 72
Back to Contents Proposal4. Seekauthorizationtoincreasethenumberofsharesofcommonstockissuableunderthe2019Equity-BasedCompensationPlan. If you abstain from voting, you are considered present and entitled to vote and your shares are considered in the calculation of whether Proposal 4 received the affirmative vote of a majority to vote. The effect of an abstention is a vote against Proposal 4. Broker non-votes will have no effect on the outcome of Proposal 4 because broker non-votes are not entitled to vote and are not considered in the calculation of a majority of shares present and entitled to vote. You may revoke your proxy prior to the completion of voting by: • Giving written notice to Range’s Corporate Secretary; or • Delivering a valid, later-dated proxy or a later-dated vote by telephone or on the Internet in a timely manner. If you hold your shares in a brokerage account or by other nominee and deliver voting instructions to the record holder of those shares, you may only revoke the voting of those shares in accordance with your instruction if the record holder revokes the original proxy as directed above and either resubmits a proxy reflecting your voting instructions or delivers to you a legal proxy giving you the right to vote the shares. We are distributing our proxy materials to certain stockholders via the Internet under the “notice and access” approach permitted by the Securities and Exchange Commission (the “SEC”). On or about April 2, 2021, we will mail to certain of our stockholders a notice of Internet availability of proxy materials with instructions explaining how to access our proxy statement and annual report and how to vote online. If you receive a notice of Internet availability by mail, you will not receive a printed copy of the proxy materials in the mail unless you request them by following the instructions for requesting such materials included in the notice of Internet availability. Even if you do not participate in “notice and access,” the Notice of Annual Meeting and Proxy Statement are available on the Internet at www.proxyvote.com. The individuals named as proxies will tabulate the votes and act as inspector of election. We will announce the preliminary voting results at the Annual Meeting of Stockholders. Range will report the final results in a Current Report on Form 8-K filed with the SEC within a few days after the meeting. We bear all expenses incurred in connection with the solicitation of proxies. We hired MacKenzie Partners, Inc. to assist with the solicitation of proxies for an estimated fee of $15,000.00 plus expenses. We will reimburse brokers, fiduciaries and custodians for their costs in forwarding proxy materials to beneficial owners of common stock. Our directors, officers and employees also may solicit proxies by mail, telephone and personal contact. They will not receive any additional compensation for these activities. As permitted by the Exchange Act, only one copy of this Proxy Statement is being delivered to stockholders residing at the same address, unless the stockholders have notified Range of their desires to receive multiple copies of the Proxy Statement. This is known as “householding.” Upon oral or written request, we will promptly deliver a separate copy of the Proxy Statement to any stockholder residing at an address to which only one copy was mailed. Direct requests for additional copies of the Proxy Statement for the current year or future years to our Corporate Secretary, 100 Throckmorton Street, Suite 1200, Fort Worth, Texas 76102 or our Investor Relations team at (817) 869-4267. Stockholders of record residing at the same address and currently receiving multiple copies of the Proxy Statement may contact our registrar and transfer agent, Computershare, to request a single copy be mailed in the future. Beneficial owners should contact their broker or bank. RANGE RESOURCES CORPORATION - 2021 Proxy Statement 73
Back to Contents You will be able to vote your shares at the Annual Meeting and instructions will be provided at the meeting. Our Corporate Governance Guidelines, Board Committee Charters, By-laws and Code of Business Conduct and Code of Ethics are available under the Corporate Governance section of our website at www.rangeresources.com and are available in printed form upon request by any stockholder. Our SEC filings are also posted on our website and, upon request, we will mail free of charge a copy of the Form 10-K to any stockholder. Direct such requests to our Investor Relations team at (817) 869-4267. Range’s Board of Directors welcomes contact from stockholders or others with an interest in the Company. Interested parties may communicate with the Chairman of our Board of Directors by submitting correspondence to the Corporate Secretary at Range Resources Corporation, 100 Throckmorton Street, Suite 1200, Fort Worth, Texas 76102, Attention: Chairman of the Board. Any confidential matters intended only for the Chairman may be submitted in a separately enclosed envelope marked “confidential.” Similarly, any correspondence to individual Board members or the Board as a whole can be submitted to the same address and such correspondence will be forwarded to the Board member(s) to whom the correspondence is addressed. A proposal to be acted upon at the 2022 Annual Meeting of Stockholders will only be acted upon: • If the proposal is to be included in the proxy statement, pursuant to Rule 14a-8 under the Exchange Act, the proposal is received by our Corporate Secretary on or before December 2, 2021 and the proposal meets the requirements of the applicable rules of the SEC and the requirements of our by-laws. • If the proposal is not to be included in the proxy statement according to our by-laws, the proposal is submitted in writing to our Corporate Secretary no earlier than January 11, 2022 and no later than February 10, 2022, and such proposal is, under Delaware General Corporation Law, an appropriate subject for stockholder action, and the notice relating to such proposal meets the requirement of our by-laws. In response to a stockholder proposal submitted to a vote of the Company’s stockholders in May 2015, the Company’s Board of Directors adopted new provisions of the Company’s by-laws to allow a stockholder or group of stockholders that meet certain criteria and requirements to nominate candidates for election to the Board and have such persons included in the Company’s proxy statement. If you wish to do so, you must submit the required information to the Company not less than one hundred and twenty (120) days nor more than one hundred and fifty (150) days prior to the first anniversary of the date that the Company first distributed its proxy statement to stockholders for the previous year’s Annual Meeting (i.e. April 2 for this proxy statement). Copies of the Company’s by-laws are available on the Company’s website at www.rangeresources.com or upon request addressed to the Company’s Corporate Secretary. RANGE RESOURCES CORPORATION - 2021 Proxy Statement 74
Back to Contents EXHIBIT A RANGE RESOURCES CORPORATION AMENDED AND RESTATED 2019
EQUITY-BASED COMPENSATION PLAN
(EFFECTIVE MAY __, 2021)
Back to Contents The purpose of the Range Resources Corporation Amended and Restated 2019 Equity-Based Compensation Plan (the “Plan”) is to provide a means through which Range Resources Corporation, a Delaware corporation (the “Company”), and its subsidiaries may attract and retain able persons as employees, directors and consultants of the Company and to provide a means whereby those persons upon whom the responsibilities of the successful administration and management of the Company rest, and whose present and potential contributions to the welfare of the Company are of importance, can acquire and maintain stock ownership, or awards the value of which is tied to the performance of the Company’s stock, thereby strengthening their concern for the welfare of the Company and their desire to remain in its employ. A further purpose of this Plan is to provide such employees and directors with additional incentive and reward opportunities designed to enhance the profitable growth of the Company. Accordingly, this Plan primarily provides for granting Incentive Stock Options, options which do not constitute Incentive Stock Options, Restricted Stock Awards, Restricted Stock Units, Stock Appreciation Rights, Phantom Stock Awards, Performance Awards, or any other equity-based award or combination of equity-based awards, as is best suited to the circumstances of the particular individual as provided herein. For purposes of this Plan, the following terms shall be defined as set forth below, in addition to such terms defined in Section 1 hereof: (a) “Acquiring Person” means (i) any Person other than the Company, any Subsidiary, any employee benefit plan of the Company or any Subsidiary or any trustee or other fiduciary holding securities under an employee benefit plan of the Company or any Subsidiary of the Company, and (ii) all members of a group (within the meaning of Section 13(d)(3) or Section 14(d)(2) of the Securities Exchange Act of 1934) of which any Person described in clause (i) is a member with respect to the Company’s securities. (b) “Annual Incentive Award” means a conditional right granted to a Participant under Section 8(b) hereof to receive a cash payment, Stock or other Award, unless otherwise determined by the Committee, after the end of a specified fiscal year. (c) “Award” means any Option, SAR (including Limited SAR), Restricted Stock Award, Phantom Stock Award, Stock granted as a bonus or in lieu of another award, Dividend Equivalent, Other Stock-Based Award, Performance Award or Annual Incentive Award, together with any other right or interest granted to a Participant under this Plan. (d) “Beneficiary” means one or more persons, trusts or other entities which have been designated by a Participant in his or her most recent written beneficiary designation filed with the Committee to receive the benefits specified under this Plan upon such Participant’s death or to which Awards or other rights are transferred if and to the extent permitted under Section 10(a) hereof. If, upon a Participant’s death, there is no designated Beneficiary or surviving designated Beneficiary, then the term Beneficiary means the persons, trusts or other entities entitled by will or the laws of descent and distribution to receive such benefits. (e) “Beneficial Owner” shall have the meaning ascribed to such term in Rule 13d-3 under the Exchange Act and any successor to such Rule. (f) “Board” means the Company’s Board of Directors. (g) “Business Day” means any day other than a Saturday, a Sunday, or a day on which banking institutions in the state of Texas are authorized or obligated by law or executive order to close. (h) “Change in Control” means the occurrence of any of the following events: (i) ChangeinBoardComposition. Persons who constitute the members of the Board as of the date hereof (the “Incumbent Directors”), cease for any reason to constitute at least a majority of members of the Board; provided that any Person becoming a director of the Company subsequent to the date hereof shall be considered an Incumbent Director if such Person’s appointment, election or nomination was approved by a vote of at least 50% of the Incumbent Directors; but provided, further, that any such Person whose initial assumption of office is in connection with an actual or threatened election contest relating to the election of members of the Board or other actual or threatened solicitation of proxies or consents by or on behalf of a “person” (within the meaning of Sections 13(d) and 14(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) other than the Board, including by reason of agreement intended to avoid or settle any such actual or threatened contest or solicitation, shall not be considered an Incumbent Director; (ii) BusinessCombination. Consummation of (x) a reorganization, merger or consolidation or sale or other disposition of all or substantially all of the assets of the Company, whether in one or a series of related transactions, or (y) the acquisition of assets or stock of another entity by the Company (either, a “Business Combination”), excluding, however, any Business Combination pursuant to which: (A) Persons who were the beneficial owners, respectively, of the then outstanding shares of common stock, par value $0.01 per share, of the Company (the “Outstanding Stock”) and the combined voting power of the then outstanding securities entitled to vote generally in the election of directors of the Company (the “Outstanding Company Voting Securities”) immediately prior to such Business Combination beneficially own, upon consummation of such Business Combination, directly or indirectly, more than 50% of the then outstanding shares of common stock (or similar securities or interests in the case of an entity other than a corporation) and more than 50% of the combined voting power of the then outstanding securities (or interests) entitled to vote generally in the election of directors (or in the selection of any other similar governing body in the case of an entity other than a corporation) of the Surviving Corporation (as defined below) in substantially the same proportions as RANGE RESOURCES CORPORATION - 2021 Proxy Statement 76
Back to Contents their ownership of the Outstanding Company Common Stock and Outstanding Company Voting Securities immediately prior to such Business Combination; (B) no Person (other than the Company, any Subsidiary, any employee benefit plan of the Company or any Subsidiary or any trustee or other fiduciary holding securities under an employee benefit plan of the Company or any Subsidiary of the Company) or group (within the meaning of Rule 13d-5 promulgated under the Exchange Act) (“Group”) becomes the beneficial owner (within the meaning of Rule 13d-3 promulgated under the Exchange Act) (“Beneficial Owner”) of 35% or more of either (x) the then outstanding shares of common stock (or similar securities or interests in the case of an entity other than a corporation) of the Surviving Corporation, or (y) the combined voting power of the then outstanding securities (or interests) entitled to vote generally in the election of directors (or in the selection of any other similar governing body in the case of an entity other than a corporation) of the Surviving Corporation; and (C) individuals who were Incumbent Directors at the time of the execution of the initial agreement or of the action of the Board providing for such Business Combination constitute at least a majority of the members of the board of directors (or of any similar governing body in the case of an entity other than a corporation) of the Surviving Corporation; where, for purposes of this clause (ii), the term “Surviving Corporation” means the entity resulting from a Business Combination or, if such entity is a direct or indirect Subsidiary of another entity, the entity that is the ultimate parent of the entity resulting from such Business Combination. (iii) StockAcquisition. Any Person (other than the Company, any Subsidiary, any employee benefit plan of the Company or any Subsidiary or any trustee or other fiduciary holding securities under an employee benefit plan of the Company or any Subsidiary of the Company) or Group becomes the Beneficial Owner of 35% or more of either (x) the Outstanding Stock or (y) the Outstanding Company Voting Securities; provided, however, that for purposes of this Section 2(h)(iii), no Change in Control shall be deemed to have occurred as a result of the following acquisitions: (A) any acquisition directly from the Company; or (B) any acquisition by a Person pursuant to a Business Combination which complies with clauses (A), (B) and (C) of Section 2(h)(ii); or (iv) Liquidation. Approval by the stockholders of the Company of a complete liquidation or dissolution of the Company (or, if no such approval is required, the consummation of such a liquidation or dissolution). (i) “Change in Control Price” means the amount determined in clause (i), (ii), (iii), (iv) or (v), whichever is applicable, as follows: (i) the per share price offered to holders of the same class of Stock of the Company in any merger or consolidation, (ii) the per share value of the Stock immediately before the Change in Control (without regard to assets sold in the Change in Control and assuming the Company has received the consideration paid for the assets) in the case of a sale of the assets, (iii) the amount distributed per share of Stock in a dissolution transaction, (iv) the price per share offered to holders of the same class of Stock of the Company in any tender offer or exchange offer whereby a Change in Control takes place, or (v) if such Change in Control occurs other than pursuant to a tender or exchange offer, the fair market value per share of the shares into which such Options being surrendered are exercisable, as determined by the Committee as of the date determined by the Committee to be the date of cancellation and surrender of such Options. In the event that the consideration offered to stockholders of the Company in any transaction described in the foregoing sentence or Section 9(c) consists of anything other than cash, the Committee shall determine the fair cash equivalent of the portion of the consideration offered which is other than cash. (j) “Code” means the Internal Revenue Code of 1986, as amended from time to time, including regulations thereunder and successor provisions and regulations thereto. (k) “Committee” means a committee of two or more directors designated by the Board to administer this Plan; provided, however, that, unless otherwise determined by the Board, the Committee shall consist solely of two or more directors, each of whom shall be a “nonemployee director” within the meaning of Rule 16b-3 under the Exchange Act. (l) “Dividend Equivalent” means a right, granted to a Participant, either as a component of another Award or as a separate Award, to receive cash, Stock, other Awards or other property equal in value to dividends paid with respect to a specified number of shares of Stock, or other periodic payments. Dividend Equivalents granted as a component of another Award shall be subject to restrictions and a risk of forfeiture to the same extent as the other Award. (m) “Effective Date” means May __, 2021. (n) “Eligible Person” means all officers and employees of the Company or of any Subsidiary, and other persons who provide services to the Company or any of its Subsidiaries, including directors of the Company. An employee on leave of absence may be considered as still in the employ of the Company or a Subsidiary for purposes of eligibility for participation in this Plan. (o) “Exchange Act” means the Securities Exchange Act of 1934, as amended from time to time, including rules thereunder and successor provisions and rules thereto. (p) “Executive Officer” means an executive officer of the Company as defined under the Exchange Act. (q) “Fair Market Value” means, for a particular day: (i) if shares of Stock of the same class are listed or admitted to unlisted trading privileges on any national or regional securities exchange at the date of determining the Fair Market Value, then the last reported sale price, regular way, on the composite tape of that exchange on that business day or, if no such sale takes place on that business day, the average of the closing bid and asked prices, regular way, in either case as reported in the principal consolidated transaction reporting system with respect to securities listed or admitted to unlisted trading privileges on that securities exchange or, if no such closing prices are available for that day, the last reported sale price, regular way, on the composite tape of that exchange on the last business day before the date in question; or (ii) if shares of Stock of the same class are not listed or admitted to unlisted trading privileges as provided in subparagraph (i) and if sales prices for shares of Stock of the same class in the over-the-counter market are reported by the National Association of Securities Dealers, Inc. Automated Quotations, Inc. (“NASDAQ”) National Market System as of the date of determining the Fair Market Value, then the last RANGE RESOURCES CORPORATION - 2021 Proxy Statement 77
Back to Contents reported sales price so reported on that business day or, if no such sale takes place on that business day, the average of the high bid and low asked prices so reported or, if no such prices are available for that day, the last reported sale price so reported on the last business day before the date in question; or (iii) if shares of Stock of the same class are not listed or admitted to unlisted trading privileges as provided in subparagraph (i) and sales prices for shares of Stock of the same class are not reported by the NASDAQ National Market System (or a similar system then in use) as provided in subparagraph (ii), and if bid and asked prices for shares of Stock of the same class in the over-the-counter market are reported by NASDAQ (or, if not so reported, by the National Quotation Bureau Incorporated) as of the date of determining the Fair Market Value, then the average of the high bid and low asked prices on that business day or, if no such prices are available for that day, the average of the high bid and low asked prices on the last business day before the date in question; or (iv) if shares of Stock of the same class are not listed or admitted to unlisted trading privileges as provided in subparagraph (i) and sales prices or bid and asked prices therefor are not reported by NASDAQ (or the National Quotation Bureau Incorporated) as provided in subparagraph (ii) or subparagraph (iii) as of the date of determining the Fair Market Value, then the value determined in good faith by the Committee, which determination shall be conclusive for all purposes; or (v) if shares of Stock of the same class are listed or admitted to unlisted trading privileges as provided in subparagraph (i) or sales prices or bid and asked prices therefor are reported by NASDAQ (or the National Quotation Bureau Incorporated) as provided in subparagraph (ii) or subparagraph (iii) as of the date of determining the Fair Market Value, but the volume of trading is so low that the Board of Directors determines in good faith that such prices are not indicative of the fair value of the Stock, then the value determined in good faith by the Committee, which determination shall be conclusive for all purposes notwithstanding the provisions of subparagraphs (i), (ii) or (iii). For purposes of valuing Incentive Stock Options, the Fair Market Value of Stock shall be determined without regard to any restriction other than one that, by its terms, will never lapse. Notwithstanding the foregoing, in the case of an Award that is a Limited SAR, the “Fair Market Value” shall equal the Change in Control Price. (r) “Incentive Stock Option” or “ISO” means any Option intended to be and designated as an incentive stock option within the meaning of section 422 of the Code or any successor provision thereto. (s) “Limited SAR” means a right granted to a Participant under Section 6(c) hereof that may only be exercised or settled in connection with a Change in Control or other event as specified by the Committee may be granted on such terms, not inconsistent with Section 6(c), as the Committee may determine. (t) “Option” means a right, granted to a Participant under Section 6(b) hereof, to purchase Stock or other Awards at a specified price during specified time periods. (u) “Other Stock-Based Awards” means Awards granted to a Participant under Section 6(h) hereof. (v) “Participant” means a person who has been granted an Award under this Plan which remains outstanding, including a person who is no longer an Eligible Person. (w) “Performance Award” means a right, granted to a Participant under Section 8 hereof, to receive Awards based upon performance criteria specified by the Committee. (x) “Person” shall mean any individual, group, partnership, limited liability company, corporation, association, trust, or other entity or organization. (y) “Phantom Stock” means a right, granted to a Participant under Section 6(e) hereof, to receive Stock, cash or a combination thereof at the end of a specified deferral period. (z) “Qualified Member” means a member of the Committee who is a “Non-Employee Director” within the meaning of Rule 16b-3(b)(3). (aa) “Restricted Stock” means Stock granted to a Participant under Section 6(d) hereof, that is subject to certain restrictions and to a risk of forfeiture. (bb) “Rule 16b-3” means Rule 16b-3, promulgated by the Securities and Exchange Commission under section 16 of the Exchange Act, as from time to time in effect and applicable to this Plan and Participants. (cc) “Securities Act” means the Securities Act of 1933 and the rules and regulations promulgated thereunder, or any successor law, as it may be amended from time to time. (dd) “Stock” means the Company’s Common Stock, par value $.01 per share, and such other securities as may be substituted (or resubstituted) for Stock pursuant to Section 9. (ee) “Stock Appreciation Rights” or “SAR” means a right granted to a Participant under Section 6(c) hereof. (ff) “Subsidiary” means any corporation or other entity of which a majority of the combined voting power of the outstanding Voting Securities is owned, directly or indirectly, by the Company. (gg) “Voting Securities” means with respect to any Person any securities or interests that vote generally in the election of directors, in the admission of general partners or members, or in the selection of any other similar governing body of such Person. (a) AuthorityoftheCommittee. This Plan shall be administered by the Committee except to the extent the Board elects, in order to comply with Rule 16b-3 or for any other reason, to administer this Plan, in which case references herein to the “Committee” shall be deemed to include references to the “Board.” Subject to the express provisions of the Plan and Rule 16b-3, the Committee shall have the authority, in its sole and absolute discretion, to (i) adopt, amend, and rescind administrative and interpretive rules and regulations relating to the Plan; (ii) determine the Eligible Persons to whom, and the time or times at which, Awards shall be granted; (iii) determine the amount of cash and the number of shares of Stock, Stock Appreciation Rights, Phantom Stock Rights, or Restricted Stock Awards, or any combination thereof, that shall be the subject of each Award; (iv) determine the terms and provisions of each Award agreement (which need not be identical), including provisions defining or otherwise relating to (A) the term and the period or periods and extent of exercisability of the Options, (B) the extent to which the transferability of shares RANGE RESOURCES CORPORATION - 2021 Proxy Statement 78
Back to Contents of Stock issued or transferred pursuant to any Award is restricted, (C) the effect of termination of employment of a Participant on the Award, and (D) the effect of approved leaves of absence (consistent with any applicable regulations of the Internal Revenue Service); (v) subject to the provisions of Section 5(b), accelerate the time of exercisability of any Option that has been granted; (vi) construe the respective Award agreements and the Plan; (vii) make determinations of the Fair Market Value of the Stock pursuant to the Plan; (viii) delegate its duties under the Plan to such agents as it may appoint from time to time, provided that the Committee may not delegate its duties with respect to making Awards to, or otherwise with respect to Awards granted to, Eligible Persons who are subject to section 16(b) of the Exchange Act; (ix) subject to ratification by the Board, terminate, modify, or amend the Plan; and (x) make all other determinations, perform all other acts, and exercise all other powers and authority necessary or advisable for administering the Plan, including the delegation of those ministerial acts and responsibilities as the Committee deems appropriate. Subject to Rule 16b-3, the Committee may correct any defect, supply any omission, or reconcile any inconsistency in the Plan, in any Award, or in any Award agreement in the manner and to the extent it deems necessary or desirable to carry the Plan into effect, and the Committee shall be the sole and final judge of that necessity or desirability. In no event may the Board or the Committee: (i) reprice underwater Options by canceling and regranting Options or by lowering the exercise price, except for adjustments pursuant to Section 9 hereof; (ii) conduct a cash buyout of any underwater Options; (iii) replace an underwater Option with another Award; or (iv) take any other action that would be treated as a repricing under generally accepted accounting principles. The determinations of the Committee on the matters referred to in this Section 3(a) shall be final and conclusive. (b) MannerofExerciseofCommitteeAuthority. At any time that a member of the Committee is not a Qualified Member, any action of the Committee relating to an Award granted or to be granted to a Participant who is then subject to section 16 of the Exchange Act in respect of the Company may be taken either (i) by a subcommittee, designated by the Committee, composed solely of two or more Qualified Members, or (ii) by the Committee but with each such member who is not a Qualified Member abstaining or recusing himself or herself from such action; provided, however, that, upon such abstention or recusal, the Committee remains composed solely of two or more Qualified Members. Such action, authorized by such a subcommittee or by the Committee upon the abstention or recusal of such non-Qualified Member(s), shall be the action of the Committee for purposes of this Plan. Any action of the Committee shall be final, conclusive and binding on all persons, including the Company, its subsidiaries, stockholders, Participants, Beneficiaries, and transferees under Section 10(a) hereof or other persons claiming rights from or through a Participant. The express grant of any specific power to the Committee, and the taking of any action by the Committee, shall not be construed as limiting any power or authority of the Committee. The Committee may delegate to officers or managers of the Company or any Subsidiary, or committees thereof, the authority, subject to such terms as the Committee shall determine, to perform such functions, including administrative functions, as the Committee may determine, to the extent that such delegation will not result in the loss of an exemption under Rule 16b-3(d)(1) for Awards granted to Participants subject to section 16 of the Exchange Act in respect of the Company. The Committee may appoint agents to assist it in administering this Plan. (c) LimitationofLiability. The Committee and each member thereof shall be entitled to, in good faith, rely or act upon any report or other information furnished to him or her by any officer or employee of the Company or a Subsidiary, the Company’s legal counsel, independent auditors, consultants or any other agents assisting in the administration of this Plan. Members of the Committee and any officer or employee of the Company or a Subsidiary acting at the direction or on behalf of the Committee shall not be personally liable for any action or determination taken or made in good faith with respect to this Plan, and shall, to the fullest extent permitted by law, be indemnified and held harmless by the Company with respect to any such action or determination. (a) OverallNumberofSharesAvailableforDelivery. Subject to adjustment in a manner consistent with any adjustment made pursuant to Section 9, the total number of shares of Stock reserved and available for delivery in connection with Awards under this Plan shall not exceed the sum of 14,000,000. The maximum number of shares of Stock that may be subject to Incentive Stock Option treatment is 14,000,000. (b) ApplicationofLimitationtoGrantsofAwards. No Award may be granted if (i)(A) the number of shares of Stock to be delivered in connection with such Award or, (B) in the case of an Award relating to shares of Stock but settleable only in cash (such as cash-only SARs), the number of shares to which such Award relates exceeds (ii) the number of shares of Stock remaining available under this Plan minus the number of shares of Stock issuable in settlement of or relating to then-outstanding Awards. The Committee may adopt reasonable counting procedures to ensure appropriate counting, avoid double counting (as, for example, in the case of tandem or substitute awards) and make adjustments if the number of shares of Stock actually delivered differs from the number of shares previously counted in connection with an Award. (c) AvailabilityofSharesNotDeliveredunderAwards. Shares of Stock subject to an Award under this Plan that expire or are canceled, forfeited or otherwise terminated without a delivery of shares to the Participant will again be available for Awards under this Plan, provided that shares of Stock subject to an Award shall not be again made available for issuance or delivery under this Plan if such shares are (i) tendered or withheld in payment of any exercise or purchase price of an Award or taxes relating to any Award, or (ii) covered by an Award that is settled in cash or in a manner such that some or all of the shares of Stock by the Award are not issued. (d) StockOffered. The shares to be delivered under the Plan shall be made available from (i) authorized but unissued shares of Stock, (ii) Stock held in the treasury of the Company, or (iii) previously issued shares of Stock reacquired by the Company, including shares purchased on the open market, in each situation as the Board or the Committee may determine from time to time at its sole option. RANGE RESOURCES CORPORATION - 2021 Proxy Statement 79
Back to Contents (a) MinimumVestingRequirement. All Awards that are designated to be settled in shares of Stock shall be subject to a minimum vesting requirement of at least one year from the date the Award was granted, and no portion of any such Award may vest or become exercisable earlier than the first anniversary of the date such Award was granted; provided, that the Committee may, in its discretion, provide for full or partial acceleration of the vesting provisions of any Award based on circumstances the Committee deems to be necessary or appropriate. The foregoing minimum vesting requirement shall not apply: (i) with respect to 750,000 shares of stock as a “Carve-Out Exception” (i.e., 5% of 15 million shares), or (ii) to the vesting of an Award that is accelerated as a result of a Change in Control or a Participant’s death or disability. (a) General. Awards may be granted on the terms and conditions set forth in this Section 6. In addition, the Committee may impose on any Award or the exercise thereof, at the date of grant or thereafter (subject to Section 10(c)), such additional terms and conditions, not inconsistent with the provisions of this Plan, as the Committee shall determine, including terms requiring forfeiture of Awards in the event of termination of employment by the Participant and terms permitting a Participant to make elections relating to his or her Award. subject to the provisions of Section 5(b), The Committee shall retain full power and discretion to accelerate, waive or modify, at any time, any term or condition of an Award that is not mandatory under this Plan. Except in cases in which the Committee is authorized to require other forms of consideration under this Plan, or to the extent other forms of consideration must be paid to satisfy the requirements of the Delaware General Corporation Law, no consideration other than services may be required for the grant (but not the exercise) of any Award. (b) Options. The Committee is authorized to grant Options to Participants on the following terms and conditions: (i) ExercisePrice. Each Option agreement shall state the exercise price per share of Stock (the “Exercise Price”); provided, however, that the Exercise Price per share of Stock subject to an Option shall not be less than 100% of the Fair Market Value per share of the Stock on the date of grant of the Option; provided, however, with respect to an Incentive Stock Option, in the case of an individual who owns stock possessing more than 10% of the total combined voting power of all classes of stock of the Corporation or its parent or any Subsidiary, the Exercise Price shall not be less than 110% of the Fair Market Value per share of the Stock on the date of grant. (ii) TimeandMethodofExercise. The Committee shall determine the time or times at which or the circumstances under which an Option may be exercised in whole or in part (including based on achievement of performance goals and/or future service requirements), the methods by which such exercise price may be paid or deemed to be paid, the form of such payment, including without limitation cash, Stock, other Awards or awards granted under other plans of the Company or any Subsidiary, or other property (including notes or other contractual obligations of Participants to make payment on a deferred basis), and the methods by or forms in which Stock will be delivered or deemed to be delivered to Participants, including, but not limited to, the delivery of Restricted Stock subject to Section 6(d). In the case of an exercise whereby the Exercise Price is paid with Stock, such Stock shall be valued as of the date of exercise. (iii) ISOs. The terms of any ISO granted under this Plan shall comply in all respects with the provisions of section 422 of the Code. Anything in this Plan to the contrary notwithstanding, no term of this Plan relating to ISOs (including any SAR in tandem therewith) shall be interpreted, amended or altered, nor shall any discretion or authority granted under this Plan be exercised, so as to disqualify either this Plan or any ISO under section 422 of the Code, unless the Participant has first requested the change that will result in such disqualification. ISOs shall not be granted more than ten years after the earlier of the adoption of this Plan or the approval of this Plan by the Company’s stockholders. Notwithstanding the foregoing, the Fair Market Value of shares of Stock subject to an ISO and the aggregate Fair Market Value of shares of stock of any parent or Subsidiary corporation (within the meaning of sections 424(e) and (f) of the Code) subject to any other incentive stock option (within the meaning of section 422 of the Code)) of the Company or a parent or Subsidiary corporation (within the meaning of sections 424(e) and (f) of the Code) that first becomes purchasable by a Participant in any calendar year may not (with respect to that Participant) exceed $100,000, or such other amount as may be prescribed under section 422 of the Code or applicable regulations or rulings from time to time. As used in the previous sentence, Fair Market Value shall be determined as of the date the incentive stock options is granted. Failure to comply with this provision shall not impair the enforceability or exercisability of any Option, but shall cause the excess amount of shares to be reclassified in accordance with the Code. (iv) NoReloadOptions. No Option granted under this Plan shall contain any provision entitling the Participant to the automatic grant of additional Options in connection with any exercise of the original Option. (c) StockAppreciationRights. The Committee is authorized to grant SARs to Participants on the following terms and conditions: (i) RighttoPayment. An SAR shall confer on the Participant to whom it is granted a right to receive, upon exercise or settlement thereof, the excess of (A) the Fair Market Value of one share of Stock on the date of exercise or settlement over (B) the grant price of the SAR as determined by the Committee. (ii) RightsRelatedtoOptions. A Stock Appreciation Right granted pursuant to an Option shall entitle a Participant, upon exercise or settlement, to surrender that Option or any portion thereof, to the extent unexercised, and to receive payment of an amount computed pursuant to Subsection 6(c)(ii)(B). That Option shall then cease to be exercisable or RANGE RESOURCES CORPORATION - 2021 Proxy Statement 80
Back to Contents settleable to the extent surrendered. Stock Appreciation Rights granted in connection with an Option shall be subject to the terms of the Award agreement governing the Option, which shall comply with the following provisions in addition to those applicable to Options: (A) A Stock Appreciation Right granted in connection with an Option shall be exercisable or settleable only at such time or times and only to the extent that the related Option is exercisable and shall not be transferable except to the extent that the related Option is transferable. (B) Upon the exercise or settlement of a Stock Appreciation Right related to an Option, a Participant shall be entitled to receive payment from the Company of an amount determined by multiplying: (1) the difference obtained by subtracting the exercise price of a share of Stock specified in the related Option from the Fair Market Value of a share of Stock on the date of exercise or settlement of the Stock Appreciation Right, by (2) the number of shares as to which that Stock Appreciation Right has been exercised or settled. (iii) RightWithoutOption. A Stock Appreciation Right granted independent of an Option shall be exercisable or settleable as determined by the Committee and set forth in the Award agreement governing the Stock Appreciation Right, which Award agreement shall comply with the following provisions: (A) Each Award agreement shall state the total number of shares of Stock to which the Stock Appreciation Right relates. (B) Each Award agreement shall state the time the Stock Appreciation Right will be settled or the time or periods in which the right to exercise the Stock Appreciation Right or a portion thereof shall vest and the number of shares of Stock for which the right to exercise the Stock Appreciation Right shall vest at each such time or period. (C) Each Award agreement shall state the date at which the Stock Appreciation Rights shall expire if not previously exercised or settled. (D) Each Stock Appreciation Right shall entitle a participant, upon exercise or settlement thereof, to receive payment of an amount determined by multiplying: (1) the difference obtained by subtracting the Fair Market Value of a share of Stock on the date of grant of the Stock Appreciation Right from the Fair Market Value of a share of Stock on the date of exercise or settlement of that Stock Appreciation Right, by (2) the number of shares as to which the Stock Appreciation Right has been exercised or settled. (iv) Terms. The Committee shall determine at the date of grant or thereafter, the time or times at which and the circumstances under which an SAR may be exercised or settled in whole or in part (including based on achievement of performance goals and/or future service requirements), the method of exercise, method of settlement, form of consideration payable in settlement, method by or forms in which Stock will be delivered or deemed to be delivered to Participants, whether or not an SAR shall be in tandem or in combination with any other Award, and any other terms and conditions of any SAR. SARs and Limited SARs may be either freestanding or in tandem with other Awards. (v) No Reload SARs. No SAR granted under this Plan shall contain any provision entitling the Participant to the automatic grant of additional SARs in connection with any exercise of the original SAR. (d) RestrictedStock. The Committee is authorized to grant Restricted Stock to Participants on the following terms and conditions: (i) GrantandRestrictions. Restricted Stock shall be subject to such restrictions on transferability, risk of forfeiture and other restrictions, if any, as the Committee may impose, which restrictions may lapse separately or in combination at such times, under such circumstances (including based on achievement of performance goals and/or future service requirements), in such installments or otherwise, as the Committee may determine at the date of grant or thereafter. Except to the extent restricted under the terms of this Plan and any Award agreement relating to the Restricted Stock, a Participant granted Restricted Stock shall have all of the rights of a stockholder, including the right to vote the Restricted Stock and the right to receive dividends thereon (subject to any mandatory reinvestment or other requirement imposed by the Committee). During the restricted period applicable to the Restricted Stock, the Restricted Stock may not be sold, transferred, pledged, hypothecated, margined or otherwise encumbered by the Participant. (ii) Forfeiture. Except as otherwise determined by the Committee, upon termination of employment during the applicable restriction period, Restricted Stock that is at that time subject to restrictions shall be forfeited and reacquired by the Company; provided that the Committee may provide, by rule or regulation or in any Award agreement, or may determine in any individual case, that restrictions or forfeiture conditions relating to Restricted Stock shall be waived in whole or in part in the event of terminations resulting from specified causes, and the Committee may in other cases waive in whole or in part the forfeiture of Restricted Stock. (iii) CertificatesforStock. Restricted Stock granted under this Plan may be evidenced in such manner as the Committee shall determine. If certificates representing Restricted Stock are registered in the name of the Participant, the Committee may require that such certificates bear an appropriate legend referring to the terms, conditions and restrictions applicable to such Restricted Stock, that the Company retain physical possession of the certificates, and that the Participant deliver a stock power to the Company, endorsed in blank, relating to the Restricted Stock. (iv) DividendsandSplits. Any dividend payments or distributions declared or paid on Restricted Stock shall be subject to restrictions and a risk of forfeiture to the same extent as the Restricted Stock with respect to which such dividend payment or distribution has been made. The Committee may require or permit a Participant to elect that any cash dividends paid on a share of Restricted Stock be automatically reinvested in additional shares of Restricted Stock or applied to the purchase of additional Awards under this Plan, which shall be subject to restrictions and a risk of forfeiture to the same extent as the Restricted Stock. (e) PhantomStock. The Committee is authorized to grant Phantom Stock to Participants, which are rights to receive Stock, cash, or a combination thereof at the end of a specified deferral period, subject to the following terms and conditions: RANGE RESOURCES CORPORATION - 2021 Proxy Statement 81
Back to Contents (i) AwardandRestrictions. Satisfaction of an Award of Phantom Stock shall occur upon expiration of the deferral period specified for such Phantom Stock by the Committee (or, if permitted by the Committee, as elected by the Participant). In addition, Phantom Stock shall be subject to such restrictions (which may include a risk of forfeiture) as the Committee may impose, if any, which restrictions may lapse at the expiration of the deferral period or at earlier specified times (including based on achievement of performance goals and/or future service requirements), separately or in combination, in installments or otherwise, as the Committee may determine. Phantom Stock may be satisfied by delivery of Stock, cash equal to the Fair Market Value of the specified number of shares of Stock covered by the Phantom Stock, or a combination thereof, as determined by the Committee at the date of grant or thereafter. (ii) Forfeiture. Except as otherwise determined by the Committee, upon termination of employment during the applicable deferral period or portion thereof to which forfeiture conditions apply (as provided in the Award agreement evidencing the Phantom Stock), all Phantom Stock that is at that time subject to deferral (other than a deferral at the election of the Participant) shall be forfeited; provided that the Committee may provide, by rule or regulation or in any Award agreement, or may determine in any individual case, that restrictions or forfeiture conditions relating to Phantom Stock shall be waived in whole or in part in the event of terminations resulting from specified causes, and the Committee may in other cases waive in whole or in part the forfeiture of Phantom Stock. (iii) DividendEquivalents. Unless otherwise determined by the Committee at date of grant, Dividend Equivalents on the specified number of shares of Stock covered by an Award of Phantom Stock shall be deferred with respect to such Phantom Stock and the amount or value thereof automatically deemed reinvested in additional Phantom Stock, other Awards or other investment vehicles, as the Committee shall determine or permit the Participant to elect. (f) BonusStockandAwardsinLieuofObligations. The Committee is authorized to grant Stock as a bonus, or to grant Stock or other Awards in lieu of obligations to pay cash or deliver other property under this Plan or under other plans or compensatory arrangements, provided that, in the case of Participants subject to section 16 of the Exchange Act, the amount of such grants remains within the discretion of the Committee to the extent necessary to ensure that acquisitions of Stock or other Awards are exempt from liability under section 16(b) of the Exchange Act. Stock or Awards granted hereunder shall be subject to such other terms as shall be determined by the Committee. In the case of any grant of Stock to an officer of the Company or a Subsidiary in lieu of salary or other cash compensation, the number of shares granted in place of such compensation shall be reasonable, as determined by the Committee. Notwithstanding anything in this Section 6(f) to the contrary, the number of shares of Stock granted as a bonus, when aggregated with the number of shares of Stock delivered pursuant to other Awards granted pursuant to Section 6(h), may not exceed 10% of the aggregate number of shares of Stock authorized under Section 4(a) for Awards under the Plan. (g) DividendEquivalents. The Committee is authorized to grant Dividend Equivalents to a Participant, entitling the Participant to receive cash, Stock, other Awards, or other property equal in value to dividends paid with respect to a specified number of shares of Stock, or other periodic payments. Dividend Equivalents may be awarded on a free-standing basis or in connection with another Award. The Committee may provide that Dividend Equivalents shall be paid or distributed when accrued or shall be deemed to have been reinvested in additional Stock, Awards, or other investment vehicles, and subject to such restrictions on transferability and risks of forfeiture, as the Committee may specify. (h) OtherAwards. The Committee is authorized, subject to limitations under applicable law, to grant to Participants such other Awards that may be denominated or payable in, valued in whole or in part by reference to, or otherwise based on, or related to, Stock, as deemed by the Committee to be consistent with the purposes of this Plan, including without limitation convertible or exchangeable debt securities, other rights convertible or exchangeable into Stock, purchase rights for Stock, Awards with value and payment contingent upon performance of the Company or any other factors designated by the Committee, and Awards valued by reference to the book value of Stock or the value of securities of or the performance of specified subsidiaries. The Committee shall determine the terms and conditions of such Awards. Stock delivered pursuant to an Award in the nature of a purchase right granted under this Section 6(h) shall be purchased for such consideration, paid for at such times, by such methods, and in such forms, including, without limitation, cash, Stock, other Awards, or other property, as the Committee shall determine. Cash awards, as an element of or supplement to any other Award under this Plan, may also be granted pursuant to this Section 6(h). In addition, the Committee may grant Performance Awards and Annual Incentive Awards pursuant to Section 8 hereof that are not necessarily denominated, payable, or valued in or otherwise related to Stock. Notwithstanding anything in this Section 6(h) to the contrary, the number of shares of Stock that may be delivered pursuant to Awards granted pursuant to this Section 6(h), when aggregated with the number of shares of Stock granted as a bonus pursuant to Section 6(f), may not exceed 10% of the aggregate number of shares of Stock authorized under Section 4(a) for Awards under the Plan. (a) Stand-Alone,Additional,Tandem,andSubstituteAwards. Awards granted under this Plan may, in the discretion of the Committee, be granted either alone or in addition to, in tandem with, or in substitution or exchange for, any other Award or any award granted under another plan of the Company, any Subsidiary, or any business entity to be acquired by the Company or a Subsidiary, or any other right of a Participant to receive payment from the Company or any Subsidiary; provided, however, the Committee shall not grant Options with reload features. Such additional, tandem and substitute or exchange Awards may be granted at any time. If an Award is granted in substitution or exchange for another Award, the Committee shall require the surrender of such other Award in consideration for the grant of the new Award. In addition, Awards may be granted in lieu of cash RANGE RESOURCES CORPORATION - 2021 Proxy Statement 82
Back to Contents compensation, including in lieu of cash amounts payable under other plans of the Company or any Subsidiary, in which the value of Stock subject to the Award is equivalent in value to the cash compensation (for example, Phantom Stock or Restricted Stock), or in which the exercise price, grant price or purchase price of the Award in the nature of a right that may be exercised is equal to the Fair Market Value of the underlying Stock minus the value of the cash compensation surrendered (for example, Options granted with an exercise price “discounted” by the amount of the cash compensation surrendered). (b) TermofAwards. The term of each Award shall be for such period as may be determined by the Committee; provided that in no event shall the term of any Option or SAR exceed a period of ten years (or such shorter term as may be required in respect of an ISO under section 422 of the Code). (c) FormandTimingofPaymentunderAwards;Deferrals. Subject to the terms of this Plan and any applicable Award agreement, payments to be made by the Company or a Subsidiary upon the exercise of an Option or other Award or settlement of an Award may be made in such forms as the Committee shall determine, including without limitation cash, Stock, other Awards or other property, and may be made in a single payment or transfer, or, with respect to an Award that is not an Option or SAR, in installments or on a deferred basis. The settlement of any Award under this Plan may be accelerated, and cash paid in lieu of Stock in connection with such settlement, in the discretion of the Committee or upon occurrence of one or more specified events (in addition to a Change in Control), except to the extent such acceleration would trigger the additional tax under Section 409A of the Code. Installment or deferred payments with respect to Awards other than Options or SARs may be required by the Committee (subject to Section 10(c) of this Plan, including the consent provisions thereof in the case of any deferral of an outstanding Award not provided for in the original Award agreement) or permitted at the election of the Participant on terms and conditions established by the Committee. However, any installment and deferred payment, whether required by the Committee or elected by a Participant, that is not a “short-term deferral,” for purposes of Section 409A of the Code, shall be allowed only as is provided in a separate deferred compensation plan adopted by the Company that complies with Section 409A of the Code. Payment obligations with respect to such installment or deferred payment shall be transferred to such separate deferred compensation plan and thereafter shall be subject to the terms of such deferred compensation plan. This Plan shall not be operated in a manner that results in it constituting an “employee benefit plan” for purposes of section 3(3) of the Employee Retirement Income Security Act of 1974, as amended. (d) ExemptionsfromSection16(b)Liability. It is the intent of the Company that the grant of any Awards to or other transaction by a Participant who is subject to section 16 of the Exchange Act shall be exempt from section 16 pursuant to an applicable exemption (except for transactions acknowledged in writing to be non-exempt by such Participant). Accordingly, if any provision of this Plan or any Award agreement does not comply with the requirements of Rule 16b-3 as then applicable to any such transaction, such provision shall be construed or deemed amended to the extent necessary to conform to the applicable requirements of Rule 16b-3 so that such Participant shall avoid liability under section 16(b). (e) Non-CompetitionAgreement. Each Participant to whom an Award is granted under this Plan may be required to agree in writing as a condition to the granting of such Award not to engage in conduct in competition with the Company or any of its subsidiaries for a period after the termination of such Participant’s employment with the Company and its subsidiaries as determined by the Committee. (a) PerformanceConditions. The right of a Participant to exercise or receive a grant or settlement of any Award, and the timing thereof, may be subject to such performance conditions as may be specified by the Committee. The Committee may use such business criteria and individual performance criteria as set forth in Section 8(a)(i) and other measures of performance as it may deem appropriate in establishing any performance conditions, and may exercise its discretion to reduce or increase the amounts payable under any Award subject to performance conditions. (i) BusinessandIndividualPerformanceCriteria. (A) BusinessCriteria. One or more of the following business criteria for the Company, on a consolidated basis, and/or for specified subsidiaries or business or geographical units of the Company (except with respect to the total stockholder return and earnings per share criteria), may be used by the Committee in establishing performance goals for such Performance Awards: (1) earnings per share; (2) increase in revenues; (3) increase in cash flow; (4) increase in cash flow return; (5) return on net assets, return on assets, return on investment, return on capital, or return on equity; (6) economic value added; (7) operating margin or contribution margin; (8) net income; net income per share; pretax earnings; pretax earnings before interest, depreciation and amortization and exploration expense; pretax operating earnings after interest expense and before incentives, service fees, and extraordinary or special items; or operating income; (9) total stockholder return; (10) debt reduction; (11) finding and development costs; (12) production growth; or production growth per share; (13) cash flow; or cash flow per share; (14) reserve replacement; or reserves per share growth; and (15) any of the above goals determined on an absolute or relative basis or as compared to the performance of a published or special index deemed applicable by the Committee including, but not limited to, the Standard & Poor’s 500 Stock Index or a group of comparable companies. (B) IndividualPerformanceCriteria. The grant, exercise and/or settlement of Performance Awards may also be contingent upon individual performance goals established by the Committee. (ii) PerformancePeriod;TimingforEstablishingPerformanceGoals. Achievement of performance goals in respect of such Performance Awards shall be measured over a performance period of up to ten years, as specified by the Committee. (iii) PerformanceAwardPool. The Committee may establish a Performance Award pool, which shall be an unfunded pool, for purposes of measuring performance of the Company in RANGE RESOURCES CORPORATION - 2021 Proxy Statement 83
Back to Contents connection with Performance Awards. The amount of such Performance Award pool may be based upon the achievement of a performance goal or goals based on one or more of the criteria set forth in Section 8(a)(i) hereof during the given performance period, as specified by the Committee. The Committee may specify the amount of the Performance Award pool as a percentage of any of such criteria, a percentage thereof in excess of a threshold amount, or as another amount which need not bear a strictly mathematical relationship to such criteria. (iv) SettlementofPerformanceAwards;OtherTerms. After the end of each performance period, the Committee shall determine the amount, if any, of (A) the Performance Award pool, and the maximum amount of potential Performance Award payable to each Participant in the Performance Award pool, or (B) the amount of potential Performance Award otherwise payable to each Participant. Settlement of such Performance Awards shall be in cash, Stock, other Awards or other property, in the discretion of the Committee. The Committee may, in its discretion, reduce or increase the amount of a settlement otherwise to be made in connection with such Performance Awards. The Committee shall specify the circumstances in which such Performance Awards shall be paid or forfeited in the event of termination of employment by the Participant prior to the end of a performance period or settlement of Performance Awards. (b) AnnualIncentiveAwardsGrantedtoDesignatedCoveredEmployees. The Committee may grant an Annual Incentive Award to any Eligible Person. The grant, exercise and/or settlement of such Annual Incentive Award may be contingent upon achievement of preestablished performance goals and other terms set forth in this Section 8(b). (i) AnnualIncentiveAwardPool. The Committee may establish an Annual Incentive Award pool, which shall be an unfunded pool, for purposes of measuring performance of the Company in connection with Annual Incentive Awards. The amount of such Annual Incentive Award pool shall be based upon the achievement of a performance goal or goals based on one or more of the business criteria set forth in Section 8(a)(i) hereof during the given performance period. The Committee may specify the amount of the Annual Incentive Award pool as a percentage of any of such business criteria, a percentage thereof in excess of a threshold amount, or as another amount which need not bear a strictly mathematical relationship to such business criteria. (ii) PotentialAnnualIncentiveAwards. The Committee shall determine the Eligible Persons who will potentially receive Annual Incentive Awards, and the amounts potentially payable thereunder, for that fiscal year, either out of an Annual Incentive Award pool established under Section 8(b)(i) hereof or as individual Annual Incentive Awards. The amount potentially payable shall be based on such criteria as shall be established by the Committee. (iii) PayoutofAnnualIncentiveAwards. After the end of each fiscal year, the Committee shall determine the amount, if any, of (A) the Annual Incentive Award pool, and the maximum amount of potential Annual Incentive Award payable to each Participant in the Annual Incentive Award pool, or (B) the amount of potential Annual Incentive Award otherwise payable to each Participant. The Committee may, in its discretion, determine that the amount payable to any Participant as a final Annual Incentive Award shall be increased or reduced from the amount of his or her potential Annual Incentive Award, including a determination to make no final Award whatsoever. The Committee shall specify the circumstances in which an Annual Incentive Award shall be paid or forfeited in the event of termination of employment by the Participant prior to the end of a fiscal year or settlement of such Annual Incentive Award. (a) ExistenceofPlansandAwards. The existence of this Plan and the Awards granted hereunder shall not affect in any way the right or power of the Board or the stockholders of the Company to make or authorize any adjustment, recapitalization, reorganization or other change in the Company’s capital structure or its business, any merger or consolidation of the Company, any issue of debt or equity securities ahead of or affecting Stock or the rights thereof, the dissolution or liquidation of the Company or any sale, lease, exchange or other disposition of all or any part of its assets or business or any other corporate act or proceeding. (b) SubdivisionorConsolidationofShares. The terms of an Award and the number of shares of Stock authorized pursuant to Section 4 for issuance under the Plan shall be subject to adjustment from time to time, in accordance with the following provisions: (i) If at any time, or from time to time, the Company shall subdivide as a whole (by reclassification, by a Stock split, by the issuance of a distribution on Stock payable in Stock, or otherwise) the number of shares of Stock then outstanding into a greater number of shares of Stock, then (A) the maximum number of shares of Stock available for the Plan as provided in Section 4 shall be increased proportionately, and the kind of shares or other securities available for the Plan shall be appropriately adjusted, (B) the number of shares of Stock (or other kind of shares or securities) that may be acquired under any Award shall be increased proportionately, and (C) the price (including the exercise price) for each share of Stock (or other kind of shares or securities) subject to then outstanding Awards shall be reduced proportionately, without changing the aggregate purchase price or value as to which outstanding Awards remain exercisable or subject to restrictions. (ii) If at any time, or from time to time, the Company shall consolidate as a whole (by reclassification, reverse Stock split, or otherwise) the number of shares of Stock then outstanding into a lesser number of shares of Stock, (A) the maximum number of shares of Stock available for the Plan as provided in Section 4 shall be decreased proportionately, and the kind of shares or other securities available for the Plan shall be appropriately adjusted, (B) the number of shares of Stock (or other kind of shares or securities) that may be acquired under any Award shall be decreased proportionately, and (C) the price (including the exercise price) for each share of Stock (or other kind of shares or securities) subject to then outstanding Awards shall be increased proportionately, without changing the aggregate RANGE RESOURCES CORPORATION - 2021 Proxy Statement 84
Back to Contents purchase price or value as to which outstanding Awards remain exercisable or subject to restrictions. (iii) Whenever the number of shares of Stock subject to outstanding Awards and the price for each share of Stock subject to outstanding Awards are required to be adjusted as provided in this Section 9(b), the Committee shall promptly prepare a notice setting forth, in reasonable detail, the event requiring adjustment, the amount of the adjustment, the method by which such adjustment was calculated, and the change in price and the number of shares of Stock, other securities, cash, or property purchasable subject to each Award after giving effect to the adjustments. The Committee shall promptly give each Participant such a notice. (iv) Adjustments under Subsections 9(b)(i) and (ii) shall be made by the Committee, and its determination as to what adjustments shall be made and the extent thereof shall be final, binding, and conclusive. No fractional interest shall be issued under the Plan on account of any such adjustments. (c) CorporateRestructuring. If the Company recapitalizes, reclassifies its capital stock, or otherwise changes its capital structure (a “recapitalization”), the number and class of shares of Stock covered by an Option theretofore granted shall be adjusted so that such Option shall thereafter cover the number and class of shares of stock and securities to which the holder would have been entitled pursuant to the terms of the recapitalization if, immediately prior to the recapitalization, the holder had been the holder of record of the number of shares of Stock then covered by such Option and the share limitations provided in Section 4 shall be adjusted in a manner consistent with the recapitalization. Upon a Change in Control, all Awards outstanding as of the effective time of the Change in Control, other than Performance Awards, shall become immediately fully vested and/or exercisable and shall no longer be subject to a substantial risk of forfeiture or restrictions on transferability, other than those imposed by applicable legislative or regulatory requirements. With respect to Performance Awards, in the event of a Change in Control, the number of Performance Awards that shall vest and shall no longer be subject to a substantial risk of forfeiture or restrictions on transferability, other than those imposed by applicable legislative or regulatory requirements shall be determined as follows: the Committee shall (i) shorten the performance period to end on the date of the Change in Control, (ii) adjust the applicable performance goals as appropriate based on the shortened performance period, and (iii) determine the Performance Awards that shall vest based on the extent to which the applicable performance goals with respect to each such shortened performance period have been met. Notwithstanding the foregoing, with respect to any such compensation that is subject to Section 409A of the Code, the payment of such Award shall be accelerated only upon a “change of control event,” as defined in Section 409A of the Code and the Treasury regulations thereunder. In addition, upon a Change in Control, the Committee, acting in its sole discretion without the consent or approval of any holder, may effect one or more of the following alternatives, which may vary among individual holders and which may vary among Options held by any individual holder: (1) accelerate the time at which Options then outstanding may be exercised so that such Options may be exercised in full for a limited period of time on or before a specified date (before or after such Change in Control) fixed by the Committee, after which specified date all unexercised Options and all rights of holders thereunder shall terminate, (2) require the mandatory surrender to the Company by selected holders of some or all of the outstanding Options held by such holders (irrespective of whether such Options are then exercisable under the provisions of this Plan) as of a date, before or after such Change in Control, specified by the Committee, in which event the Committee shall thereupon cancel such Options and pay to each holder an amount of cash per share equal to the excess, if any, of the Change in Control Price subject to such Option over the exercise price(s) under such Options for such shares, (3) provide that the number and class of shares of Stock covered by an Award theretofore granted shall be adjusted so that such Award shall thereafter cover the number and class of shares of Stock or other securities or property (including, without limitation, cash) to which the holder would have been entitled pursuant to the terms of the agreement of merger, consolidation, sale of assets, or dissolution, if the holder had been the holder of record of the number of shares of Stock covered by the Award, or (4) make such adjustments to Options then outstanding as the Committee deems appropriate to reflect such Change in Control (provided, however, that the Committee may determine in its sole discretion that no adjustment is necessary to Options then outstanding). (d) Non-OptionAwards. In the event of changes in the outstanding Stock by reason of recapitalization, reorganizations, mergers, consolidations, combinations, exchanges or other relevant changes in capitalization occurring after the date of the grant of any Award and not otherwise provided for by this Section 9, any outstanding Awards and any agreements evidencing such Awards shall be subject to adjustment by the Committee at its discretion as to the number and price of shares of Stock or other consideration subject to such Awards. In the event of any such change in the outstanding Stock, the aggregate number of shares available under this Plan may be appropriately adjusted by the Committee, whose determination shall be conclusive. (e) AdditionalIssuances. Except as hereinbefore expressly provided, the issuance by the Company of shares of stock of any class or securities convertible into shares of stock of any class, for cash, property, labor or services, upon direct sale, upon the exercise of rights or warrants to subscribe therefor, or upon conversion of shares or obligations of the Company convertible into such shares or other securities, and in any case whether or not for fair value, shall not affect, and no adjustment by reason thereof shall be made with respect to, the number of shares of Stock subject to Awards theretofore granted or the purchase price per share, if applicable. (i) PermittedTransferees. The Committee may, in its discretion, permit a Participant to transfer all or any portion of an Option, Stock Appreciation Right, Phantom Stock Award or Restricted Stock Award (if such Restricted Stock Award does not require the transfer of consideration by the Participant or the holder other than usual and customary service) after the Company’s initial registration of the stock RANGE RESOURCES CORPORATION - 2021 Proxy Statement 85
Back to Contents under section 12(b) or 12(g) of the Exchange Act, or authorize all or a portion of such Awards to be granted to an Eligible Person to be on terms which permit transfer by such Participant; provided that, in either case the transferee or transferees must be any child, stepchild, grandchild, parent, stepparent, grandparent, spouse, former spouse, sibling, niece, nephew, mother-in-law, father-in-law, son-in-law, daughter-in-law, brother-in-law, or sister-in-law, including adoptive relationships, in each case with respect to the Participant, any person sharing the Participant’s household (other than a tenant or employee of the Company), a trust in which these persons have more than fifty percent of the beneficial interest, a foundation in which these persons (or the Participant) control the management of assets, and any other entity in which these persons (or the Participant) own more than fifty percent of the voting interests (collectively, “Permitted Transferees”); provided further that, (X) there may be no consideration for any such transfer and (Y) subsequent transfers of Awards transferred as provided above shall be prohibited except subsequent transfers back to the original holder of the Award and transfers to other Permitted Transferees of the original holder. Agreements evidencing Awards with respect to which such transferability is authorized at the time of grant must be approved by the Committee, and must expressly provide for transferability in a manner consistent with this Subsection 10(a)(i). (ii) QualifiedDomesticRelationsOrders. An Option, Stock Appreciation Right, Phantom Stock Award or Restricted Stock Award (if such Restricted Stock Award does not require the transfer of consideration by the Participant or the holder other than usual and customary service) after the Company’s initial registration of the Stock under section 12(b) or 12(g) of the Exchange Act, may be transferred, to a Permitted Transferee, pursuant to a domestic relations order entered or approved by a court of competent jurisdiction upon delivery to the Company of written notice of such transfer and a certified copy of such order. (iii) OtherTransfers. Except as expressly permitted by Subsections 10(a)(i) and 10(a)(ii), Awards shall not be transferable other than by will or the laws of descent and distribution except that in the Committee’s discretion a Stock Appreciation Right, Phantom Stock Award (if such Stock Appreciation Right or Phantom Stock Award is not exercisable for Stock and not subject to the Participant’s or holder’s discretion as to the timing or method of payment) or Restricted Stock Award (if such Restricted Stock Award does not require the transfer of consideration by the Participant or the holder other than usual and customary service) may be transferable, however, not for consideration. Notwithstanding anything to the contrary in this Section 10, an Incentive Stock Option shall not be transferable other than by will or the laws of descent and distribution. (iv) EffectofTransfer. Following the transfer of any Award as contemplated by Subsections 10(a)(i), 10(a)(ii) and 10(a)(iii), (A) such Award shall continue to be subject to the same terms and conditions as were applicable immediately prior to transfer, provided that the term “Participant” shall be deemed to refer to the Permitted Transferee, the recipient under a qualified domestic relations order, the estate or heirs of a deceased Participant, or other transferee, as applicable, to the extent appropriate to enable the Participant to exercise the transferred Award in accordance with the terms of this Plan and applicable law and (B) the provisions of the Award relating to exercisability hereof shall continue to be applied with respect to the original Participant and, following the occurrence of any such events described therein the Awards shall be exercisable by the Permitted Transferee, the recipient under a qualified domestic relations order, the estate or heirs of a deceased Participant, or other transferee, as applicable, only to the extent and for the periods that would have been applicable in the absence of the transfer. (v) ProceduresandRestrictions. Any Participant desiring to transfer an Award as permitted under Subsections 10(a)(i), 10(a)(ii) or 10(a)(iii) shall make application therefor in the manner and time specified by the Committee and shall comply with such other requirements as the Committee may require to assure compliance with all applicable securities laws. The Committee shall not give permission for such a transfer if (A) it would give rise to short-swing liability under section 16(b) of the Exchange Act or (B) it may not be made in compliance with all applicable federal, state and foreign securities laws. (vi) Registration. To the extent the issuance to any Permitted Transferee of any shares of Stock issuable pursuant to Awards transferred as permitted in this Section 10(a) is not registered pursuant to the effective registration statement of the Company generally covering the shares to be issued pursuant to this Plan to initial holders of Awards, the Company shall not have any obligation to register the issuance of any such shares of Stock to any such transferee. (b) Taxes. The Company and any Subsidiary is authorized to withhold from any Award granted, or any payment relating to an Award under this Plan, including from a distribution of Stock, amounts of withholding and other taxes due or potentially payable in connection with any transaction involving an Award, and to take such other action as the Committee may deem advisable to enable the Company and Participants to satisfy obligations for the payment of withholding taxes and other tax obligations relating to any Award. This authority shall include authority to withhold or receive Stock or other property and to make cash payments in respect thereof in satisfaction of a Participant’s tax obligations, either on a mandatory or elective basis in the discretion of the Committee. (c) ChangestothisPlanandAwards. The Board may amend, alter, suspend, discontinue or terminate this Plan or the Committee’s authority to grant Awards under this Plan without the consent of stockholders or Participants, except that any amendment or alteration to this Plan, including any increase in any share limitation, shall be subject to the approval of the Company’s stockholders not later than the annual meeting next following such Board action if such stockholder approval is required by any federal or state law or regulation or the rules of any stock exchange or automated quotation system on which the Stock may then be listed or quoted, and the Board may otherwise, in its discretion, determine to submit other such changes to this Plan to stockholders for approval; provided that, without the consent of an affected Participant, no such Board action may materially and adversely affect the rights of such Participant under any previously granted and outstanding Award. Subject to the provisions of Section 5(b), the Committee may waive any conditions or rights under, or amend, alter, suspend, discontinue or terminate any Award theretofore granted and any Award agreement relating thereto, except as otherwise provided in this Plan; provided that, without the consent of an affected Participant, no such Committee action may materially and adversely affect the rights of such Participant under such Award. RANGE RESOURCES CORPORATION - 2021 Proxy Statement 86
Back to Contents (d) LimitationonRightsConferredUnderPlan. Neither this Plan nor any action taken hereunder shall be construed as (i) giving any Eligible Person or Participant the right to continue as an Eligible Person or Participant or in the employ or service of the Company or a Subsidiary, (ii) interfering in any way with the right of the Company or a Subsidiary to terminate any Eligible Person’s or Participant’s employment or service at any time, (iii) giving an Eligible Person or Participant any claim to be granted any Award under this Plan or to be treated uniformly with other Participants and employees, or (iv) conferring on a Participant any of the rights of a stockholder of the Company unless and until the Participant is duly issued or transferred shares of Stock in accordance with the terms of an Award. (e) UnfundedStatusofAwards. This Plan is intended to constitute an “unfunded” plan for certain incentive awards. (f) NonexclusivityofthisPlan. Neither the adoption of this Plan by the Board nor its submission to the stockholders of the Company for approval shall be construed as creating any limitations on the power of the Board or a committee thereof to adopt such other incentive arrangements as it may deem desirable. Nothing contained in this Plan shall be construed to prevent the Company or any Subsidiary from taking any corporate action which is deemed by the Company or such Subsidiary to be appropriate or in its best interest, whether or not such action would have an adverse effect on this Plan or any Award made under this Plan. No employee, beneficiary or other person shall have any claim against the Company or any Subsidiary as a result of any such action. (g) PaymentsintheEventofForfeitures;FractionalShares. Unless otherwise determined by the Committee, in the event of a forfeiture of an Award with respect to which a Participant paid cash or other consideration to the Company in exchange for such Award, the Participant shall be repaid the amount of such cash or other consideration. No fractional shares of Stock shall be issued or delivered pursuant to this Plan or any Award. The Committee shall determine whether cash, other Awards or other property shall be issued or paid in lieu of such fractional shares or whether such fractional shares or any rights thereto shall be forfeited or otherwise eliminated. (h) Severability. If any provision of this Plan is held to be illegal or invalid for any reason, the illegality or invalidity shall not affect the remaining provisions hereof, but such provision shall be fully severable and the Plan shall be construed and enforced as if the illegal or invalid provision had never been included herein. If any of the terms or provisions of this Plan or any Award agreement conflict with the requirements of Rule 16b-3 (as those terms or provisions are applied to Eligible Persons who are subject to section 16(b) of the Exchange Act) or section 422 of the Code (with respect to Incentive Stock Options), then those conflicting terms or provisions shall be deemed inoperative to the extent they so conflict with the requirements of Rule 16b-3 (unless the Board or the Committee, as appropriate, has expressly determined that the Plan or such Award should not comply with Rule 16b-3) or section 422 of the Code. With respect to Incentive Stock Options, if this Plan does not contain any provision required to be included herein under section 422 of the Code, that provision shall be deemed to be incorporated herein with the same force and effect as if that provision had been set out at length herein; provided, further, that, to the extent any Option that is intended to qualify as an Incentive Stock Option cannot so qualify, that Option (to that extent) shall be deemed an Option not subject to section 422 of the Code for all purposes of the Plan. (i) GoverningLaw. All questions arising with respect to the provisions of the Plan and Awards shall be determined by application of the laws of the State of Texas, without giving effect to any conflict of law provisions thereof, except to the extent Texas law is preempted by federal law. The obligation of the Company to sell and deliver Stock hereunder is subject to applicable federal and state laws and to the approval of any governmental authority required in connection with the authorization, issuance, sale, or delivery of such Stock. (j) ConditionstoDeliveryofStock. Nothing herein or in any Award granted hereunder or any Award agreement shall require the Company to issue any shares with respect to any Award if that issuance would, in the opinion of counsel for the Company, constitute a violation of the Securities Act or any similar or superseding statute or statutes, any other applicable statute or regulation, or the rules of any applicable securities exchange or securities association, as then in effect. At the time of any exercise of an Option or Stock Appreciation Right, or at the time of any grant of a Restricted Stock Award, the Company may, as a condition precedent to the exercise of such Option or Stock Appreciation Right or vesting of any Restricted Stock Award, require from the Participant (or in the event of his death, his legal representatives, heirs, legatees, or distributees) such written representations, if any, concerning the holder’s intentions with regard to the retention or disposition of the shares of Stock being acquired pursuant to the Award and such written covenants and agreements, if any, as to the manner of disposal of such shares as, in the opinion of counsel to the Company, may be necessary to ensure that any disposition by that holder (or in the event of the holder’s death, his legal representatives, heirs, legatees, or distributees) will not involve a violation of the Securities Act or any similar or superseding statute or statutes, any other applicable state or federal statute or regulation, or any rule of any applicable securities exchange or securities association, as then in effect. No Option or Stock Appreciation Right shall be exercisable and no restriction on any Restricted Stock Award shall lapse with respect to a Participant unless and until the holder thereof shall have paid cash or property to, or performed services for, the Company or any of its Subsidiaries that the Committee believes is equal to or greater in value than the par value of the Stock subject to such Award. (k) PlanEffectiveDateandStockholderApproval. This Plan was originally effective as of May 15, 2019. This Amended and Restated plan shall become effective upon approval of the stockholders at the annual meeting occurring May 12, 2021. INWITNESSWHEREOF, the Company has caused this Range Resources Corporation Amended and Restated 2019 Equity-Based Compensation Plan to be executed May __, 2021. | | RANGERESOURCESCORPORATION By: ____________________________________________ Name: Title: |
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