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 2018,2019, the Compensation Committee continued to strive to develop a compensation program not only to be consistent with industry practice but also to attract and retain outstanding executives by providing incentives to reward them for superior performance that supports Range’s long-term strategic objectives. The 20182019 executive compensation program is expected to: • Be highly aligned with stockholder interests; • | Be highly aligned with stockholder interests; | • | Preserve performance accountability through commodity cycles; | • | Build long-term share ownership; | • | Simplify the executive compensation program; and | • | Match or exceed prevailing governance standards for performance-based compensation. |
• Preserve performance accountability through commodity cycles; • Build long-term share ownership; • Simplify the executive compensation program; and • Match or exceed prevailing governance standards for performance-based compensation. We are therefore asking stockholders to vote on the following resolution: RESOLVED, that the stockholders approve the compensation of the NEOs as disclosed in this Proxy Statement pursuant to the SEC’s compensation disclosure rules, including the Compensation Discussion and Analysis and the compensation tables. Asanadvisoryvote,thematterforwhichstockholdershavetheopportunitytovoteunderProposal2isnon-binding.Althoughthevoteisnon-binding,theBoardofDirectorsandtheCompensationCommitteevaluetheopinionsofourstockholdersandwillcarefullyconsidertheoutcomeofthevotewhenmakingfuturecompensationdecisionsforourNEOs. Ifyouownsharesthroughabank,brokerorotherholderofrecord,youmustinstructthemhowtovotesothatyourvotecanbecountedonthisproposalasuninstructedsharesarenotentitledtovotewithregardtoProposal2.TheaffirmativevoteofamajorityofthesharespresentinpersonorrepresentedbyproxyandentitledtovoteisrequiredtoapprovethisProposal2. Required Vote and Recommendation |
As an advisory vote, the matter for which stockholders have the opportunity to vote under Proposal 2 is non-binding. Although the vote is non-binding, the Board of Directors and the Compensation Committee value the opinions of our stockholders and will carefully consider the outcome of the vote when making future compensation decisions for our NEOs.
If you own shares through a bank, broker or other holder of record, you must instruct them how to vote so that your vote can be counted on this proposal as uninstructed shares are not entitled to vote with regard to Proposal 2. The affirmative vote of a majority of the shares present in person or represented by proxy and entitled to vote is required to approve this Proposal 2.
  | The Board of Directors recommends a vote FOR Proposal 2 |
RANGE RESOURCES CORPORATION -20192020 Proxy Statement 2527 EXECUTIVE COMPENSATION The primary role ofAs the independent Compensation Committee of Range Resources, our most important mandate is to serve the Board in an independent advisory role, providing insight as it pertains to Range’sstructure our executive compensation programs to create close alignment with our stockholders' interests, while always representingcontinuing to attract and retain talented executives to execute our strategy and create long-term value. Our compensation program is guided by the best interests of the Company’s stockholdersphilosophy 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 maintaining our fiduciary responsibilities.retain experienced, talented and motivated employees. In addition, the Committee is responsible for establishingwe believe employees in leadership roles are motivated to perform at their highest levels when performance measures and specific targets, as well as evaluating the executives’ performance against those goals and objectives in conjunction with the determination- based pay represents a significant portion of their compensation.
We understand the importance of assessing our corporate governance and compensation awards in order to link pay and performance. In its capacity, the Committee is responsible for functioning both in a strategic role and in an administrative capacity. At the 2018practices regularly. Since our 2019 Annual Meeting, we have reached out to stockholders representing 66% of shares outstanding and met with those that accepted our advisory vote to approve executive compensation received support from approximately 82% of the total votes cast. This level of support represented an increase from the previous year but still below our past level of support. Our stockholders’ views on executive compensation and corporate governance are important to us and we value and use their feedback and insights.invitation.
During the fall 2019/ spring 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; and • Board structure, diversity and refreshment. We believe ongoing communication, dialogue and a sharing of 2018individual perspectives with our stockholders allow our committee the ability to balance our compensation programs with our strategic plan. These discussions are key drivers in our compensation design and the spring of 2019, we soughtthought processes. We will continue to incorporate stockholder feedback into our future compensation planning. We regularly seek feedback from our stockholders regarding our compensation practices. Over the course of the past year: • Prior to our 2019 Annual Meeting, we reached out to stockholders representing 60% of shares outstanding. • After our outstanding common stock. Stockholders shared their perspectives on several topics during these engagement meetings, including a clear preference for debt-adjusted per share metrics2019 Annual Meeting, we reached out to stockholders representing 66% of shares outstanding. We considered our stockholder feedback and increased rigor of our metrics. Members of management participated in each meeting, along with one or more of our independent directors. A key objective of these sessions waswe identified opportunities to solicit stockholders feedback on aspects of our executive compensation program. Stockholder feedback, whether solicited by management or certain directors, was relayed directly to the full Board. We firmly believe that the changes we have made tostrengthen our compensation program over the past few years has been responsive to stockholder concerns and that our compensation program effectively aligns executive compensation with our stockholders.
We want to express our commitment to maintaining an open dialog with our stockholders. We very much value your continued support, trust and confidence you have placedpractices which is more fully discussed in us."StockholderEngagementandResponsiveness" beginning on page 33.
Steffen E. Palko, Chair
Anthony V. Dub
James M. Funk
Steve D. Gray
Christopher A. HelmsRANGE RESOURCES CORPORATION -2020 Proxy Statement28
Back to Contents  | Compensation Discussion and Analysis |
This Compensation Discussion and Analysis (CD&A) describes the material elements, objectives and principals of Range’s executive compensation program, compensation decisions made in 20182019 and 20192020 (through the date of this proxy statement filing) and the factors the Compensation Committee considered in making those decisions. For 2018, 2019,ournamedexecutiveofficers,orNEOswere: Named Executive Officer | | Officer Since | | Title | Jeffrey L. Ventura | 2003 | 2003 | | President and Chief Executive Officer | Mark S. Scucchi (promoted on May 16, 2018) | 2012 | 2012 | | Senior Vice President – Chief Financial Officer | Dennis L. Degner | 2014 | 2014 | | Senior Vice President – OperationsChief Operating Officer | Alan W. Farquharson | 2000 | Senior Vice President – Reservoir Engineering & Economics | David P. Poole | 2008 | 2008 | | Senior Vice President – General Counsel and Corporate Secretary | Roger S. Manny (retired May 16, 2018) | | 2003 | | Former Executive Vice President – Chief Financial Officer | Ray N. Walker (retired April 13, 2018) | | 2010 | | Former Executive Vice President – Chief Operating Officer | Chad L. Stephens (retired December 31, 2018) | | 1990 | | Senior Vice President – Corporate Development |
The 20182019 Compensation of these NEOs is explained in the following sections and in the compensation tables and related disclosures under “Executive “ExecutiveCompensationTables” (beginning on page 47) that follows this CD&A. This CD&A is divided into fivesix sections: RANGE RESOURCES CORPORATION -20192020 Proxy Statement 2629
Back to Contents Highlights of Executive Compensation Program Policies and Practices The executive compensation program for the NEOs includes many best practice features that are intended to enhance the alignment of compensation with the interests of Range’s stockholders: | What We Do | | | What We Don’t Do |
| Seek stockholder engagement and incorporate feedback | |  
| Grant annual cash bonuses or long-term incentive awards to executive officers that are not subject to clawback |
| 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 |
| Financial performance metrics underlying long-term incentive awards are objective and aligned with stockholders’ interests | |
| No accelerated vesting of equity awards in the event of a change-in-control without a qualifying termination under the Management CIC Plan |
| Perform annual say-on-pay advisory vote for stockholders | |
| AllowNo 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 | |
| RewardNo 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 revisedreviewed annually | | | |
 RANGE RESOURCES CORPORATION -20192020 Proxy Statement 2730
Back to Contents The Compensation Committee strives to develop a compensation 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: Table | 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 short-term results that lead to long-term stockholder value. Our restricted stock awards vest based on continued employment and the passage of Contents | 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 2019, annual cash incentive award for 2019 which was paid in 2020 based on 2019 performance, the grant date fair value for Long-Term Incentive Awards granted in 2019 and other compensation as detailed on page 47. RANGE RESOURCES CORPORATION -2020 Proxy Statement31
Back to Contents Our overarching business objective is to build stockholder value through returns focused development of natural gas and oil properties, measured on a per share debt-adjusted basis, for both reserves and production.basis. Our strategy to achieve our business objective is to increasegenerate consistent cash flow from reserves and production through internally generated drilling projects coupled with occasional acquisitions and divestitures of non-core assets.divestitures. In addition, we expect to limit capital spending to at or below 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; • | Commit to environmental protection and worker and community safety; | • | Concentrate in core operating areas; | • | 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 different markets under a variety of commercial terms; | • | Maintain operational and financial flexibility; and | • | Provide employee equity-ownership and incentive compensation. |
• 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 different markets under a variety of commercial terms; • Maintain operational and financial flexibility; and • Provide employee equity-ownership and incentive compensation. These elements are primarily anchored by our interests in the Marcellus Shale located in Pennsylvania. Complementing this growth area, weWe also have natural gas, crude oil and condensate and NGL production activities in North Louisiana. • • | Reduced total costs per mcfe in 2018Reduced total unit costs per mcfe in 2019 by greater than 14% compared to 2018 levels and more than 8% compared to 2017 levels and more than 5% in 2017 compared to 2016 levels; | • | Implemented innovative ways to enhance margins; | • | Produced 2.2 Bcfe per day in 2018 compared to 2.0 Bcfe per day in 2017 and 1.5 Bcfe per day in 2016 primarily attributable to the Marcellus Shale; | • | Increased proved reserves 2.8 Tcfe in 2018 compared to an increase of 3.2 Tcfe in 2017, primarily attributable to the Marcellus Shale. In 2018, proved reserves were 54% proved developed reserves and 67% natural gas; | • | Reduced total debt $271.9 million compared to year-end 2017; | • | Reduced Debt/EBITDAX from 3.8x in 2017 to 3.1x in 2018; and | • | As of December 31, 2018, we had approximately $776 million of liquidity. |
2019 Strategic Priorities
• | Achieve competitive returns on investments; | • | Preserve liquidity and improve financial strength; | • | Focus on organic opportunities through disciplined capital investments; | • | Improve operational efficiencies and economic returns; | • | Generate meaningful free cash flow by limiting capital spending; and | • | Attract and retain quality employees whose efforts are aligned with stockholders’ interests. |
Financial and Operational Accomplishments
In 2018, net income decreased $2.1 billion from 2017 and diluted earnings per share decreased $8.44 per share from 2017. Net income in 2018 was significantly lowercompared to 2017 levels;
• Spent 4% less than 2017 dueour initial 2019 capital budget of $756.0 million and spent 3% less than our original 2018 budget; • Reduced total debt by $667.6 million compared to certain non-cash charges, a $1.6year-end 2018; • Increased our bank's committed borrowing capacity from $2.0 billion goodwill impairment and a $436.0 million unproved property impairment. While our stock price performance was disappointing, we believe that several key metrics are reflective of our positive operating resultsto $2.4 billion; • Implemented innovative ways to enhance margins; • Produced 2.3 Bcfe per day in 2019 compared to 2.2 Bcfe per day in 2018 – totaland 2.0 Bcfe per day in 2017 primarily attributable to the Marcellus Shale; • Increased proved reserves cash unit costs, drill bit finding costs, debt-adjusted production120 Bcfe in 2019, despite asset sales, compared to an increase of 2.8 Tcfe in 2018, primarily attributable to the Marcellus Shale. In 2019, proved reserves were 54% proved developed reserves and reserve growth per share, EBITDAX, cash flow per share, cash margin per share, recycle ratio67% natural gas; • Published our first formal corporate sustainability report; • Continued with our innovative water recycling program; • Successfully tested and debt/EBITDAX. Allbegan utilizing an electric frac fleet in 2019; • Reduced emissions in 2019 compared to 2018 and increased the frequency of leak detection inspections; • 30% reduction in contractor OSHA recordable injuries and 50% decrease in severity of employee injuries versus 2018; • 15% reduction in number of preventable vehicle incidents in 2019; and • As of December 31, 2019, we had approximately $1.7 billion of liquidity. • Maintain capital efficiency; • Preserve liquidity and improve financial strength; • Focus on organic drilling opportunities through disciplined capital investments; • Improve operational efficiencies and efficiently utilize existing infrastructure; • Manage absolute debt; and • Attract and retain quality employees whose efforts are among those considered by our Compensation Committee in determining payout of our Annual Cash Incentive Awards and our Long-Term Incentive Equity Awards.aligned with stockholders’ interests. RANGE RESOURCES CORPORATION - 2019 Proxy Statement28
RANGE RESOURCES CORPORATION -20192020 Proxy Statement 2932
Back to Contents 
RANGE RESOURCES CORPORATION - 2019 Proxy Statement30
| | | | 2
| STOCKHOLDER ENGAGEMENT AND RESPONSIVENESS | | | |
The Board and management were encouraged with the outcome of last year’s say-on-pay vote, which was 82% favorable, as it was an improvement over the prior year. 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 March 2019early 2020 and 2018.2019.
 Mr. Maxwell, our Chairman, Mr. Palko, the Chairman of our Compensation Committee, and either Mr. Funk, the Chairman of our Governance and Nominating Committee or Mr. Gray, led the stockholder outreach effort, joined by members of senior management. We reached out to stockholders representing approximately 60% of our outstanding shares;shares over the last two compensation cycles; these investors were typically our larger stockholders. We held meetings with each stockholder who accepted our invitation to engage. 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 2019 and spring of 2020, the feedback received from our stockholders on these and other topics was generally positive. While many stockholders had differing views on areasThe key themes from this year's stockholder engagement that we considered in our design were:
• Stockholders expressed concerns about similar or the same metrics being used in our short-term and long-term incentives; • Stockholders appreciated the use of focus,negative discretion given the followingchallenges with stock performance; • Stockholders emphasized the need to monitor the level of CEO pay for year-over-year changes; • Stockholders asked the Compensation Committee to continue to review the compensation plan and disclosures for simplification; • Stockholders commended our changes to our compensation programs as being responsive to concerns previously expressed; • Stockholders applauded gender diversity, composition and refreshment of our Board; • Stockholders appreciated the opportunity to meet and the open discussion; and • Stockholders were the most prevalent recurring themes:interested in our combined leadership in sustainability initiatives and disclosures. • | Many indicated support of our compensation and governance practices and took the opportunity to share their views on how we might enhance these practices; | • | A number of our stockholders asked about our commitment to the environment; and | • | In all cases, stockholder comments and feedback were shared with members of the Board. |
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. Specific2019/2020changestothecompensationprograminclude: • Specific 2018/CEO total compensation for 2019 changeswas 4% lower than 2018;
• CEO base salary held flat for sixth consecutive year; • CEO long-term equity grant was voluntarily reduced 32% for 2020 compared to 2019; • Equity grants to all employees reduced 24% from target; • Added three new metrics to the compensation program include:short-term Annual Cash Incentive performance targets; and • • | CEO total compensation for 2018 held flat compared to 2017; | • | CEO base salary flat for the fifth consecutive year; | • | Applied 23% negative discretion ($454,000) to the 2018 Annual Cash Incentive for our CEO (paidRemoved four metrics in March 2019), below the formulaically determined award; | • | Increased the weighting of the qualitative measure addressing health, safety and environmental performance to 20%; | • | CEO Long-Term Incentive Equity Awards granted declined 6% from 2018 to 2019; | • | Tightened existing Annual Cash Incentive Award performance targets; | • | CEO and CFO Long-Term Incentive grant mix remained at 60% Performance-Based Restricted Stock and 40% Time-Based Restricted Stock; | • | Added absolute reduction in debt as an Annual Cash Incentive metric; | • | Increase the weighting of the subjective metric for environmental and safety performance; and | • | Total senior executive officers compensation (as a group) is expected to decline over $5.0 million (or an estimated 20%) from 2018 to 2019. |
In addition, compared to 2016, total senior executive officers (as a group) compensation is expected to decline an estimated 30% (in millions):
Specific 2017/2018 changes to the compensation program include:Annual Cash Incentive performance targets.
• | Appointed a new Compensation Committee Chairperson and changed Committee composition; | • | Engaged Longnecker & Associates as our independent compensation consultant who has extensive industry experience; | • | CEO total compensation declined 12% from 2016 to 2017; | • | Held all NEO’s Base Salary flat for the fourth consecutive year; | • | Applied 31% negative discretion to the 2017 Annual Cash Incentive for our CEO (paid in March 2018), $443,000 below the formulaically determined award; | • | Applied negative discretion to Long-Term Equity Incentives in both 2017 and 2018; | • | CEO Long-Term Incentive Equity Awards granted declined 12% from 2016 to 2017 and declined 13% from 2017 to 2018; | • | Increased performance-based restricted stock component of long-term equity incentive awards from 50% to 60%; | • | No payout of performance-based restricted stock below the 50thpayout percentage; | • | Tightened Annual Cash Incentive Award performance targets for finding & development cost and drilling rate of return; | • | Added a new Annual Cash Incentive qualitative measure addressing health, safety, and environmental performance; and | • | Established a new peer group composed of smaller sized companies with operating characteristics more closely aligned to the Company. |
RANGE RESOURCES CORPORATION -20192020 Proxy Statement 3133
Back to Contents Specific2018/2019changestothecompensationprograminclude: • CEO total compensation for 2018 held flat compared to 2017; • CEO base salary flat for the fifth consecutive year; • Applied negative discretion of 23% ($454,000) to the 2018 Annual Cash Incentive for our CEO (paid in March 2019), below the formulaically determined award; • Increased the weighting of the qualitative measure addressing health, safety and environmental performance to 20%; • CEO Long-Term Incentive Equity Awards value granted declined 6% from 2018 to 2019; • Tightened existing Annual Cash Incentive Award performance targets; • CEO and CFO Long-Term Incentive grant mix remained at 60% Performance-Based Restricted Stock and 40% Time-Based Restricted Stock; • Added absolute reduction in debt as an Annual Cash Incentive metric; and • Increase the weighting of the subjective metric for environmental and safety performance. | | | | 3
| HOW WE DETERMINE EXECUTIVE COMPENSATION | | | |
The Compensation Committee strives to develop a compensation 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.
• | 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. |
Principal Elements Roleof Executive Compensation. We principally use three elements of executive compensation to carry out the design of our executive compensation program:
Element | | Purpose | • Base Salary | | Retain executive team and, when appropriate, attract executives. | • Annual Cash Incentive award | | Reward executives for short-term financial and operational results. | • Annual Long-Term Equity Incentive award | | Focus executive efforts on activities and short-term 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. |
IndependentCompensationCommittee. The Compensation Committee is responsible for establishing and overseeing our executive compensation program and policies that are consistent with our overall compensation philosophy. In making such decisions, the Committee considers a variety of factors, including views expressed by stockholders and stockholder feedback,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. StockholderOutreach. The Committee considers the outcomes of the Company’s advisory stockholder vote on our executive compensation program and our stockholder outreach initiatives when making compensation decisions. To continue our focus on best practices, we enhanced our stockholder engagement program in the past few years to solicit specific valuable feedback from investors on executive compensation which we then sharedshare with the Committee and the Board. We contactedcontact a broad base of institutional investors and spokespeak with those interested in meeting and sharing feedback with us. While overall investor feedback was positive regarding our executive compensation program and its link between pay and performance, the vote on executive compensation indicated that we needed to continue to make changes to our program. In general, investors continue to favor the use of debt-adjusted per share metrics when measuring growth of both production and reserves. These metrics have been used as part of our Annual Cash Incentive criterion for over ten years. Investors also positively viewed the use of a qualitative measure tied to health, safety and environmental performance. Several of our debt-adjusted per share metrics are used in conjunction with the determination of our Annual Cash Incentives and in comparing our relative performance compared to our peer companies to determine Long-Term Equity Incentive Grants for our NEOs. The Compensation Committee believes it is important to measure growth on a per share basis so senior executives are incentivized to build long-term stockholder value. The Compensation Committee believes production and reserve growth per share (debt-adjusted) is an important driver of both short and long-term value creation for an oil and gas company such as Range and does not encourage growth by increasing leverage.
We believe our incentive program changes arehave been highly responsive to the feedback received from our stockholders and serve to strengthen the alignment with our strategic objectives. We will continue our dialogue with stockholders on compensation issues as part of our ongoing engagement. RoleofSeniorManagement. Through our compensation cycle that ended March 2018,2019, our CEO submitted recommendations to the Compensation Committee for adjustments to the salary, Annual Cash Incentives and Long-Term Equity Incentive awards payable to all 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 CD&A, in setting our executive officer and other employee compensation. The CEO is not present during deliberations by the Compensation Committee regarding his own compensation. The Committee’s independent consultant provides analysis and recommendations for Mr. Ventura. At the request of the Compensation Committee, our CEO and our CFO attend certain meetings and workworking sessions of the Compensation Committee. Senior members of the human resources team and other members of senior management interact with the compensation consultant as necessary and prepare materials for each Compensation Committee meeting. RoleofIndependentCompensationConsultants. For 2018,2019, the Committee directly engaged LongeneckerLongnecker and Associates (“Longnecker”) as its independent compensation consultant to advise the Committee on executive compensation matters. Longnecker provided the Committee with information on industry trends, market practices and legislative issues. With the approval of the Compensation Committee, the Company also retained Alvarez and Marsal (or “A&M”) to provide valuation services related to the use of performance-based restricted stock awards based on TSR. In 2018,2019, the Company paid Longnecker a total of $369,000$259,000 for consulting services related to executive and director compensation. The Company paid A&M a total of $30,000$50,000 for valuation services in 2018.2019. RANGE RESOURCES CORPORATION - 2019 Proxy Statement32
Longnecker interacted with several of our officers and employees as necessary. In addition, Longnecker may seek input and feedback from members of our management regarding its work product prior to presentation to the Committee to confirm that information is accurate or address other issues. We believe that a consultant provides an independent perspective to the Committee. CompetitivePositioning. In support of our compensation objectives and in order to determine an appropriate total value and mix of pay for executives, we reference the 25th, 50thand 75thpercentiles of the Compensation Peer Group. The 50thand 75thThese 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 aother companies in our Compensation Peer Group, we believe that reviewing the aggregate total direct compensation of all NEOs provides an appropriate reference for comparative purposes and allows us to compare our total cost of management for all NEOs to our peers’ total cost of management. RANGE RESOURCES CORPORATION -2020 Proxy Statement34
Back to Contents RoleofPeerCompanies. Peer Group benchmarking is one of several factors the Compensation Committee considers in setting pay. The Committee seeks to maintain a Peer Group that is generally similar to us with respect to business activity and specifically focuses on companies engaged in exploration for and production of oil and gas resources with Range having a market capitalization near the median of the Peer Group. The Compensation Committee reviews the composition of the Peer Group with advice from the independent compensation consultant in the first quarter of each calendar year and any additions or deletions are made to the Peer Group at that time. For 2019,2020, the peer group was adjusted for announced mergers. For 2018,to continue to target the Peer Group was adjusted due to Range’s lower market capitalization.mid-point of the group. 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 two years: | | Peer Group | | Company | 2019 | | 2018 | | | Antero Resources Corporation | | | | | | Cabot Oil & Gas Corporation | | | | | | Chesapeake Energy Corporation | | | | | | Cimarex Energy Co. | | | | | | CNX Resources | | | | | | Encana Corporation | | | — | | | EQT Corporation | | | | | | Gulfport Energy Corporation | | | | | | Murphy Oil | | | | | | Newfield Exploration Company | — | | | | | Noble Energy, Inc. | | | | | | Oasis Petroleum | | | | | | PDC Energy Inc. | | | | | | QEP Resources, Inc. | | | | | | SM Energy Company | | | | | | Southwestern Energy Company | | | | |
“” denotes companies included in our Peer Group
Company | Peer Group | 2020 | 2019 | Antero Resources Corporation |
|
| Cabot Oil & Gas Corporation |
|
| Chesapeake Energy Corporation |
|
| Cimarex Energy Co. |
|
| CNX Resources |
|
| Encana Corporation | - |
| EQT Corporation |
|
| Gulfport Energy Corporation |
|
| Matador Resources |
| - | Murphy Oil |
|
| Noble Energy, Inc. | - |
| Oasis Petroleum |
|
| PDC Energy Inc. |
|
| QEP Resources, Inc. |
|
| SM Energy Company |
|
| Southwestern Energy Company |
|
| Whiting Petroleum |
| - | WPX Energy |
| - | “ ” denotes companies included in our Peer Group |
RANGE RESOURCES CORPORATION -20192020 Proxy Statement 3335
Back to Contents | | | | 4
| 20182019 COMPENSATION PROGRAM ELEMENTS
| | | |
The majority of compensation for the NEOs is based on the long-term performance of Range. The elements of our 20182019 executive compensation program are summarized in the table below and are described further under “Elements “ElementsofExecutiveCompensation” on page 36.37. | Element | Objective | Form of
Payout | How Payout Value is
Calculated | 20182019 Decisions | FIXED | Base Salary | • Provide a competitive level of fixed compensation to attract and retain employees. | Cash | Review of compensation surveys, publicly available peer company data, internal pay equity, individual responsibilities and performance assessment. Base salaries are reviewed annually and as circumstances warrant. | • In 2018, all2019, our CEO salary remained unchanged. • All other NEOs salaries remained unchanged.were increased. | | Annual Cash Incentive | • •Motivate financial and operational performance over a one-year period.
• •Align executives with performance metrics that are critical to Range’s success.
| Cash | Criteria and weighting pre-established by the Compensation Committee in March 2018.2019. All sixseven performance criteria are internal company performance measures. The Annual Cash Incentive award is described in more detail under “Elements of the 20182019 Compensation Program-Annual Cash Incentive Awards” beginning on page 36.37. | For the Chief Executive Officer: • •Target bonus % salary atequal to 120%.
For the other NEOs: • •Target bonus % of salary atequal to 72% of salary for Senior Vice Presidents.
• •Actual payment for 20182019 performance included negative discretion exercised by the Compensation Committee.was 179% of salary for our CEO and 107% of salary for Senior Vice Presidents.
| VARIABLE
OR AT RISK AT-RISK | Long-Term Incentive – Performance-Based Total Stockholder Return (TSR) awards | • •Reward higher returns in Range common stock over a three-year performance period.
• •Align executives with the interests of stockholders.
| 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 Incentive Program” beginning on page 40. | FortheChiefExecutiveOfficerandChiefFinancialOfficer: • •The TSR award accounts for 30% of the target 20182019 long-term incentive award value.
For For theotherNEOs:
• •The TSR award accounts for 30%20% of the target 20182019 long-term incentive award value.
• Actual grant for 2019 equaled target value. | | Long-Term Incentive – Performance-Based -– Production and Reserve Growth Per Share awards (Debt Adjusted) | • •Rewards performance annually over a three- yearthree-year period.
• •Align executives interest with interests of stockholders
| Stock | A comparison of reported production and year-end reserves adjusted(adjusted for price revisions,revisions), debt adjusted to a performance target. The terms and conditions of this award is described in more detail under “Long-Term Incentive Program” beginning on page 40. | ForChiefExecutiveOfficerandChiefFinancialOfficer: • •The award accounts for 30% of the target 20182019 long-term incentive award values.value.
For For otherNEOs:
• •The award accounts for 30%20% of the target 20182019 long-term incentive award values.value.
• Actual grant for 2019 equaled target value. | | Long-Term Incentive – Time-Based Restricted Stock | • •Provide a retention incentive that promotes sustained stock ownership
• •Tie ultimate value realized to performance of Range’s common stock
| Stock | Generally vest in three tranches over a three-year period (30%, 30% 40%), subject to continued employment. The terms and conditions of these awards are described in more detail under “Long-Term Incentive Program” beginning on page 40. | FortheChiefExecutiveOfficerandChiefFinancialOfficer: • •The stock award accounts for 40% of the target 20182019 long-term incentive award value.
For For theotherNEOs:
• •The stock award accounts for 40%60% of the target 20182019 long-term incentive award value.
• Actual grant for 2019 equaled target value. |
RANGE RESOURCES CORPORATION -20192020 Proxy Statement 3436 As set forth below, our CEO had 87% of his pay “at risk” or dependent on both the Company’s and his individual performance and the other NEOs had an average of 83% of their pay “at risk” (excluding severance costs).
| (1) | Amounts shown reflect salary paid in 2018, annual cash incentive awards for 2018 which were paid in 2019 based on 2018 performance, the grant date fair value for Long-Term Incentive Awards granted in 2018 and other compensation as detailed on page 47 (excluding severance costs). |
RANGE RESOURCES CORPORATION - 2019 Proxy Statement35
Setting Executive Compensation in 2018
The Compensation Committee decisions in March 2018 continue to reflect reaction to our declining stock performance and our goal to be aligned with our stockholders. The CEO’s Annual Cash Incentive for 2018 (paid in March 2019) included negative discretion exercised by the Compensation Committee in the form of a reduction to the award of $454,000 or 23% reduction of the payout achieved. The tables below detail the CEO compensation decisions for 2017, 2018 and 2019 (in thousands):
Elements of Executive Compensation Base Salary The Compensation Committee reviews base salaries on an annual basis, at the time of a promotion or changes in responsibilities and when market conditions warrant. Base salaries for our NEOs are targeted at the 50thpercentile of the Peer Group adjusted for certain factors. Base salary is based on an evaluation of the following: • RANGE RESOURCES CORPORATION - 2019 Proxy Statement36
the complexity of their respective positions and specific technical experience required; • experience and tenure; • the base salaries of comparable positions at Peer Group companies; • competitive market conditions; and • internal pay equity among our senior executives. SalarySince 2018, salary adjustments 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. Beginning in 2018,The timing of these salary adjustments are now determined in March. Making salary adjustments in May allowed the Compensation Committee to determine compensation for our NEOs after the completion of the Peer Group analysis of proxy data and audited financial statements so that the Committee could consider the compensation paid during the prior calendar year to executive officers of the Peer Group companies. Making salary adjustments in March will still allowallows the Compensation Committee to consider the audited financial results of our Peer Group companies but will allowand allows for disclosure in our proxy our current compensation decisions. In March 2018,2019, the Committee’s independent consultant reviewed the NEO’s base salaries compared to Peer Group data and broader market data and initially recommended a 2.0 – 3.0%3.5% increase in base salaries for each NEO. The compensation consultant noted that, in general, each NEO’s base salary was below the 50thpercentile of the Peer Group. The compensation consultant noted maintaining alignment of base salary between 50thand 75thpercentile of the Peer Group was more desirable. However, due to the Company’s stock performance, management recommended no increase to the base salaries of any NEO. The Committee considered the recommendations of Longnecker and management and determined to not increase base salary for Mr. Ventura but approved base salary increases for the remaining NEOs. In March 2019,February 2020, 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 50thpercentile. The Committee reviewed the comparisons to peers and broader market data and determined to not increase the base salary for Mr. Ventura but approved base salary increases for three of the four remaining NEOs. The Committee recommended, and the Board approved, the following base salaries effective March 6, 2019.February 2020.
| | | Base Salary | | | | As of March 7, | | | As of March 6, | | | As of January 1, | | | As of January 1, | | | As of January 1, | | | | | 2019 | | | 2018 | | | 2018 | | | 2017 | | | 2016 | | | Jeffrey L. Ventura | | $ | 925,000 | | | $ | 925,000 | | | $ | 925,000 | | | $ | 925,000 | | | $ | 925,000 | | | Mark S. Scucchi(1) | | $ | 435,000 | | | $ | — | | | $ | — | | | $ | — | | | $ | — | | | Dennis L. Degner(1) | | $ | 400,000 | | | $ | — | | | $ | — | | | $ | — | | | $ | — | | | David P. Poole | | $ | 415,000 | | | $ | 398,000 | | | $ | 398,000 | | | $ | 398,000 | | | $ | 398,000 | | | Roger S. Manny(retired May 16, 2018) | | $ | — | | | $ | 493,000 | | | $ | 493,000 | | | $ | 493,000 | | | $ | 493,000 | | | Ray N. Walker, Jr.(retired April 13, 2018) | | $ | — | | | $ | 493,000 | | | $ | 493,000 | | | $ | 493,000 | | | $ | 493,000 | | | Chad L. Stephens(retired December 31, 2018) | | $ | — | | | $ | 410,000 | | | $ | 410,000 | | | $ | 410,000 | | | $ | 410,000 | |
(1) | Mr. Scucchi and Mr. Degner were not NEOs as of March 6, 2018. Mr.Scucchi was promoted on May 16, 2018. |
| | | Base Salary | | | As of February 2020 | As of March 2019 | As of March 2018 | Jeffrey L. Ventura | | | | | $ | 925,000 | $ | 925,000 | $ | 925,000 | Mark S. Scucchi(1) | | | | | $ | 475,000 | $ | 435,000 | $ | — | Dennis L. Degner(1) | | | | | $ | 475,000 | $ | 400,000 | $ | — | David P. Poole | | | | | $ | 450,000 | $ | 415,000 | $ | 398,000 | Alan W. Farquharson(1) | | | | | $ | 376,000 | $ | 376,000 | $ | — | (1) Mr. Scucchi, Mr. Degner and Mr. Farquharson were not NEOs as of March 2018. |
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.strategic goals. Its emphasizes team performance. We refer to cash awards paid under the Amended and Restated 2005 Plan as “Annual"Annual Cash Incentives.”" The Annual Cash Incentives are paid to our NEOs based on a formulaic application of certain performance criteria that are discussed more fully below.
The Annual Cash Incentives are subject to the negative discretion of the Compensation Committee. 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 20182019 performance was paid in March 2019. The Committee exercised negative discretion for the Annual Cash Incentive Awards paid in March 2019February 2020 as detailed in the table below:
| | | Annual Incentive Payout | | | | Actual Payment | | | Actual Payout | | | | | | | | Achieved(1) | | | for 2018(2) | | | Difference | | | CEO | | $ | 1,953,600 | | | $ | 1,500,000 | | | $ | (453,600 | ) | | Senior Vice Presidents | | $ | 3,249,102 | | | $ | 2,727,357 | | | $ | (521,745 | ) |
| (1) | Reflects the payout earned prior to negative discretion applied by the Compensation Committee. | | (2) | Reflects amount paid after negative discretion by the Compensation Committee. |
| Annual Incentive Payout | Actual Payment Achieved(1) | Actual Payout for 2019 | Difference | CEO | $ | 1,652,216 | $ | 1,652,216 | $ | - | Senior Vice Presidents | $ | 2,472,431 | $ | 2,472,431 | $ | - | (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 Cash Incentives, reviews the performance criteria with the independent compensation consultants and then discusses the performance criteria with our CEO and CFO. The Committee then sets the criteria as well as the weighting and performance achievement levels necessary to calculate Annual Cash Incentives based upon payout percentages established for our NEOs. For 2018,2019, 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. Target Annual Cash Incentives are determined as a percentage of each NEOs base salary. This target percentage is RANGE RESOURCES CORPORATION -2020 Proxy Statement37
Back to Contents 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. RANGE RESOURCES CORPORATION - 2019 Proxy Statement37
The performance criteria selected with respect to the Annual Cash Incentive Awardsawards for 20182019 (which were paid in March 2019)February 2020) are shown in the table below, together with the target levels of achievement with respect to each criterion. WhileThe payouts were achieved as described below, the Compensation Committee exercised negative discretion for the actual payouts due to the Company’s stock performance.below. All sixseven of the performance criteria are internal performance measures. | | | | 2018 | | | Unit of | | Actual for | | | 2018 Performance Levels | | | Actual for | | | Payout% | | | | Criterion | | Weighting | | | Measurement | | 2017 | | | Threshold | | | Target | | | Excellent | | | 2018 | | | Achieved(1) | |  | Debt/EBITDAX | | | 20 | % | | $ Debt
balance
/Earnings | | | n/a | | | | 3.7 | x | | | 3.3 | x | | | 2.9 | x | | | 3.1 | x | | | 186 | % |  | Finding &
development
costs | | | 20 | % | | $ per mcfe | | $ | 0.33 | | | $ | 0.70 | | | $ | 0.60 | | | $ | 0.50 | | | $ | 0.24 | | | | 240 | % | Production
growth per share
(debt adjusted) | | | 15 | % | | Percentage
Increase | | | — | % | | | 4 | % | | | 6 | % | | | 8 | % | | | 13 | % | | | 240 | % | Reserves growth
per share (debt
adjusted) | | | 15 | % | | Percentage
Increase
(Decrease) | | | 24 | % | | | 4 | % | | | 6 | % | | | 8 | % | | | 22 | % | | | 240 | % | Drilling rate of
return | | | 15 | % | | Percentage
Increase
(Decrease) | | | 49 | % | | | 15 | % | | | 20 | % | | | 25 | % | | | 42 | % | | | 240 | % | | Qualitative | | | 15 | % | | Various HSE | | | n/a | | | | — | | | | — | | | | — | | | | Target | | | | 120 | % |
| (1) | The Payout percentage achieved is shown for the CEO and is prorated for other officers. |
| Criterion | 2019 Weighting | | Unit of Measurement | Actual for 2018 | | 2019 Performance Levels | Actual for 2019 | | Payout%
Achieved(1) | | Threshold | | Target | | Excellent | |  | | Debt/EBITDAX | 10 | % | $ Debt balance /Earnings | | 3.1x | | | 3.1 | x | | 2.8 | x | | 2.5 | x | | 3.5 | x | 0 | % | | Absolute decrease in debt | 10 | % | $ decrease
(millions) | | — | | | $150 | | | $425 | | | $700 | | | $668 | | 226 | % |  | | Finding & development
costs | 15 | % | $ per mcfe | $ | 0.24 | | $ | 0.50 | | $ | 0.40 | | $ | 0.30 | | $ | 0.51 | | 0 | % | | Production growth per share
(debt adjusted) | 15 | % | Percentage Increase | | 13 | % | | 4 | % | | 6 | % | | 8 | % | | 17 | % | 240 | % | | Reserves growth
per share (debt
adjusted) | 15 | % | Percentage Increase (Decrease) | | 22 | % | | 4 | % | | 6 | % | | 8 | % | | 17 | % | 240 | % | | Drilling rate of
return | 15 | % | Percentage Increase (Decrease) | | 49 | % | | 20 | % | | 25 | % | | 30 | % | | 34 | % | 240 | % | | Qualitative | 20 | % | Various HSE | | Target | | | — | | | — | | | — | | | Excellent | | 240 | % | (1) The Payout percentage achieved is shown for the CEO and is prorated for other officers. |
Finding and development costs.Debt/EBITDAX.The first criterion the Compensation Committee selected for 20182019 was Debt/EBITDAX. Debt/EBITDAX is calculated by adding back exploration expense, interest expense and depletion, depreciation and amortization expense to income before income taxes (adjusted for asset sales), excluding any non-cash revenues and expenses. The Compensation Committee selected this criterion to measure our ability to achieve the results targeted by our Annual Business Plan. The Compensation Committee determined that the Debt/EBITDAX measure was appropriate because it reflects the Company's strategic focus on further strengthening the balance sheet to provide resilience through challenging commodity prices. Improving leverage was also a key focus for our stockholders in recent years. Our Debt/EBITDAX target will fluctuate from year to year as commodity prices change. At times of higher prices, our Debt/EBITDAX target will be lower compared to times of lower commodity prices. The 2019 Debt/EBITDAX performance levels were based on the 2019 Annual Business Plan, which reflected a Debt/EBITDAX of 3.3X. Our actual 2019 Debt/EBITDAX totaled 3.5X resulting in a 0% payout which reflects the lower commodity price environment experienced in 2019 compared to the initial Business Plan.
Absolutedecreaseindebt.The second criterion the Compensation committee selected for 2019 was an absolute decrease in debt. The committee believed in the current commodity environment, focus on absolute debt reduction is important. While leverage, as measured by Debt/EBITDAX is commonly used by analysts and investors in comparing across companies, this metric puts the emphasis on the leverage component, or debt, that management has more control over as a commodity producer. During 2019, we reduced debt by $668 million, primarily through asset sales, improvements to our cost structure and by completing our 2019 operational plans for less than originally budgeted. Findinganddevelopmentcosts.The third criterion the Compensation Committee selected for 2019 was finding and development costs. The Compensation Committee believes that findingThis metric was selected to support our strategic focus on improving corporate returns. A key measurement in evaluating the competitiveness and development costs is one of the key measurements of the performanceresiliency of an oilupstream producer like Range, is our cost to find and gas exploration and production company and one that is used by financial analysts to evaluate our performance.develop proved reserves. The Committee has made these targets more stringent each year which incentivizes management to become increasingly efficient in developing at oil and gas reserves.reserves and stay amongst the best in the industry for finding and development costs. The Compensation Committee specified that, in determining our finding and development costs, only cash costs incurred in connection with exploration and development would be used and the costs of acquisitions would be excluded because the Board 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 historical finding and development costs has continued to declineimprove over the years as management continues to focus on capital efficiencythe efficient development of our reserve base and adding new reserves at a cost that is much lower than the industry in general.average. Our 20182019 finding and development costs performance, as compared with the targets was not achieved primarily through continued well performancewith lower capital budgets and longer lateralsreductions in the Marcellus. Debt/EBITDAX. The second criterion the Compensation Committee selected for 2018 was Debt/EBITDAX. Debt/EBITDAX is calculated by adding back exploration expense, interest expense and depletion, depreciation and amortization expense to income before income taxes (adjusted for asset sales), excluding any non-cash revenues and expenses. The Compensation Committee selected this criterion to measure our ability to achieve the results targeted by our Annual Business Plan. The Compensation Committee determined that the Debt/EBITDAX measure was appropriate because it captures our ability to adaptreserves due to the impact of changing commodity prices as well as changing costs. Improving leverage was also a key focus for our stockholders and a strategic objective for the Company. Our Debt/EBITDAX target will fluctuate from year to year as commodity prices change. At times of higher prices, our Debt/EBITDAX target will be lower compared to times of lower commodity prices. The 2018 Debt/EBITDAX performance levels were based on the 2018 Annual Business Plan, which reflected an Debt/EBITDAX of 3.3X. Our actual 2018 Debt/EBITDAX totaled 3.1X.
proved undeveloped SEC five-year rule. Productionandreservegrowthpershare(debt-adjusted).The thirdfourth and fourthfifth criteria the Compensation Committee selected for 20182019 were production growth per share and reserves growth per share (debt-adjusted). The Compensation Committee believes that it is important to measure our growth on a per share debt adjusted basis so our senior executives are incentivized to build long-term stockholder value. Two essential measurements of performance are growth inmeasuring production and reserves on a per-share debt adjusted per share basis.basis is a useful proxy for an upstream producer's ability to generate long-term stockholder value. Many of our largest stockholders believe these metrics measure long-term performance which is why these measures are also used within our long-term incentive program. Production and reserves used in the calculation of these criteria are based on reported production and year-end reserves, adjusted for price revisions. The calculation is debt adjusted to ensure that per share growth was not achieved solely by increasing leverage. Debt-adjusted shares represent current shares outstanding plus the quotient of total debt at year-end RANGE RESOURCES CORPORATION -2020 Proxy Statement38
Back to Contents divided by the weighted average share price. The targets for production and reserve growth per share are determined annually based upon the capital budget approved by our board of directors and is tied directly to the amount of capital budgeted and spent on drilling and completion activities. In addition, the Peer Group debt adjusted per share growth rates for reserves and production for the prior year are also used to benchmark capital efficiency and set the proposed growth targets. We achieved the 20182019 performance in production growth per share, as compared with ourwell performance target.in line with expectations and spending better than expected. Our reserve growth per share performance in 20182019 was achieved through developing our inventory and improving capital efficiencyour well costs per foot primarily through longer laterals. In our most recent outreach with stockholders, concerns were voiced over our reliance on the same metrics for both our short and long-term incentives. While the measurement periods and form of payout is different, the Compensation Committee decided to replace these two metrics in the Annual Cash Incentive calculation for 2020. Drillingrateofreturn.The fifthsixth criterion the Compensation Committee selected for 20182019 was drilling rate of return. This metric supports our focus on improving corporate returns. The Compensation Committee added drilling rate of return in 2017 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 measured based on actual capital expenditures and the year-end proved reserves estimates of drilling results. NYMEX futuresCommodity prices effective on the first day of the year are used in the calculation. The target is set based on our expectation of capital allocation and capital efficiency for the year and our prior year drilling results. RANGE RESOURCES CORPORATION - The performance target was achieved in 2019 Proxy Statement38by achieving our 2019 drilling plan for less than budgeted as a result of lower well costs.
Qualitativemeasure.The sixthseventh criterion the Compensation Committee selected for 20182019 was a qualitative measure which includes elements of environmental, health and safety performance. Range continues to be committed to ensuring it provides a safe work place and instilling a culture of safety and environmental responsibility at every level of our organization. Priorities include elements of safety performance, emissions and water management and corporate citizenship. We focus on transparency around HSE and encourage reporting of all incidents involving our employees and contractors (including near misses) and we have used examples of incidents reported as a vehicle to educate our employees and contractors to improve our HSE practices. There are also quantitative measures used here such as reductions in emissions, number of spills, auto accidents and leak detection inspections. In addition to selecting the performance criteria, the Compensation Committee determined, after consultation with Longnecker, the respective performance payout percentages for each of our NEOs. In determining these payout percentages, the Compensation Committee attempted to ensure that the payouts provided appropriate incentives to each of our senior executives. For 2018,2019, the annual incentive payout percentage was a weighted average of the payout percentage for each category using the percentages set forth below in the table. When actual results achieved fall between the performance levels, the percentile performance used to determine the payout percentage is proportionately adjusted between the performance levels. For 2018,2019, the Compensation Committee used negative discretion to lowerawarded bonuses belowbased on the formulaically determined award. The Compensation Committee awarded the Annual Cash Incentives payout percentages,award as shown in the table below: | | | | Annual Cash Incentive Payout % of Salary | | | | | | | | | | | | | | | | Actual | | | | | | | | | | | | | | Payout % | | | Payment % | | | | | Threshold | | | Target | | | Excellent | | | Achieved(1) | | | For 2018(2) | | | CEO | | | 60 | % | | | 120 | % | | | 240 | % | | | 211 | % | | | 162 | % | | Senior Vice Presidents | | | 36 | % | | | 72 | % | | | 144 | % | | | 127 | % | | | 105 | % |
| (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. |
| Threshold | Annual Cash Incentive Payout % of Salary | | Target | | Excellent | | Payout %
Achieved(1) | | Actual
Payment %
For 2019(2) | | CEO | 60 | % | 120 | % | 240 | % | 179 | % | 179 | % | Senior Vice Presidents | 36 | % | 72 | % | 144 | % | 107 | % | 107 | % | (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. |
The following table sets forth the total amount of cash paid to our NEOs for 2019 performance (paid in February 2020), for 2018 performance (paid in March 2019), and for 2017 performance (paid in March 2018) and for 2016 performance (paid in February 2017). | Annual Cash Incentive Earned | 2019 | 2018 | 2017 | Jeffrey L. Ventura | $ | 1,652,216 | $ | 1,500,000 | $ | 1,000,000 | Mark S. Scucchi(1) | $ | 466,193 | $ | 436,248 | $ | — | Dennis L. Degner(1) | $ | 466,193 | $ | 400,000 | $ | — | David P. Poole | $ | 444,759 | $ | 418,378 | $ | 250,000 | Alan W. Farquharson(1) | $ | 402,962 | $ | — | $ | — | (1) Mr. Farquharson was not an NEO in 2018 or 2017. Mr. Scucchi and Mr. Degner were not NEOs in 2017. |
RANGE RESOURCES CORPORATION -2020 Proxy Statement39 | | | Annual Cash Incentive Earned | | | | | 2018 | | | 2017 | | | 2016 | | | Jeffrey L. Ventura | | $ | 1,500,000 | | | $ | 1,000,000 | | | $ | 1,332,000 | | | Mark S. Scucchi(1) | | $ | 436,248 | | | $ | — | | | $ | — | | | Dennis L. Degner(1) | | $ | 400,000 | | | $ | — | | | $ | — | | | David P. Poole | | $ | 418,378 | | | $ | 250,000 | | | $ | 343,872 | | | Roger S. Manny(retired May 2018) | | $ | — | | | $ | 497,664 | | | $ | 567,936 | | | Ray N. Walker, Jr.(retired April 2018) | | $ | — | | | $ | 100,000 | | | $ | 567,936 | | | Chad L. Stephens(retired December 2018) | | $ | 430,992 | | | $ | 383,760 | | | $ | 354,240 | |
| (1) | Mr. Scucchi and Mr. Degner were not NEOs in prior years. Mr. Scucchi was promoted on May 16, 2018. |
Back to Contents The 20192020 performance criteria, weighting and target levels of achievement with respect to each of the 20192020 criterion are shown in the table below. | | | | | | | Unit of | | 2019 Performance Levels | | | Criterion | | Weighting | | | Measurement | | Threshold | | | Target | | | Excellent | | | Debt/EBITDAX |
|
|
10 |
% |
| Debt balance/
Earnings |
|
|
3.1 |
x |
|
|
2.8 |
x |
|
|
2.5 |
x | | Absolute decrease in debt |
|
|
10 |
% |
| $ decrease
(millions) |
|
$ |
150 |
|
|
$ |
425 |
|
|
$ |
700 |
|  | Finding & development costs | | | 15 | % | | $ per mcfe | | $ | 0.50 | | | $ | 0.40 | | | $ | 0.30 | |
Production growth per share (debt adjusted) |
|
|
15 |
% |
| Percentage
Increase |
|
|
4 |
% |
|
|
6 |
% |
|
|
8 |
% |
Reserves growth per share (debt adjusted) |
|
|
15 |
% |
| Percentage
Increase |
|
|
4 |
% |
|
|
6 |
% |
|
|
8 |
% |
Drilling rate of return |
|
|
15 |
% |
| Percentage
Increase |
|
|
20 |
% |
|
|
25 |
% |
|
|
30 |
% | | Qualitative measure(1) | | | 20 | % | | Various HSE | | | — | | | | — | | | | — | |
| (1) | This measure will include elements of environmental, health and safety performance. |
| Criterion | Weighting | | Unit of
Measurement | 2020 Performance Levels | Threshold | | Target | | Excellent | | | | Absolute Debt Reduction | 15 | % | $ decrease
(millions) | $ | 150 | | $ | 500 | | $ | 900 | | | Cash Unit Costs | 15 | % | $ per mcfe | $ | 2.05 | | $ | 2.00 | | $ | 1.95 | | | | Drilling and Completion Cost per foot | 15 | % | $ per foot | $ | 650 | | $ | 625 | | $ | 600 | | | Drilling rate of return | 15 | % | Percentage
Increase | | 25 | % | | 30 | % | | 35 | % | | Qualitative measure(1) | 20 | % | Various HSE | | — | | | — | | | — | | | Discretionary(2) | 20 | % | Various | | — | | | — | | | — | | (1) This measure includes environmental, health and safety performance. (2) This measure will include factors of Company performance not otherwise considered by the objective performance measures including promotion of operational efficiencies, active portfolio management, succession planning and talent development, long-term strategic goals and other factors determined by the Committee. |
RANGE RESOURCES CORPORATION - 2019 Proxy Statement39
Long-Term Equity Incentive Program The 2018following table sets forth the value of long-term incentives granted to our NEOs for the last three years. | Long-Term Equity Incentive | | 2020 | | 2019 | | 2018 | Jeffrey L. Ventura | $ | 3,923,000 | $ | 5,749,992 | $ | 6,137,133 | Mark S. Scucchi | $ | 2,052,000 | $ | 2,199,991 | $ | 421,857 | Dennis L. Degner | $ | 2,280,000 | $ | 1,300,002 | $ | 1,143,317 | David P. Poole | $ | 1,368,000 | $ | 1,815,071 | $ | 1,686,171 | Alan W. Farquharson(1) | $ | 836,000 | $ | 1,101,727 | $ | — | (1) Mr. Farquharson was not an NEO in 2018. |
The 2019 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 companywidecompany wide ownership and entrepreneurialism. 
• 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 10 day RANGE RESOURCES CORPORATION -2020 Proxy Statement40
Back to Contents period prior to and ending at the close of business on the date of grant and at the end of the performance period using the 10 day period prior to and ending on the 3 year anniversary date of the grant date. Reinvestment of dividends is assumed. If the TSR at the end of the performance period is negative, the payout percentage is capped at 100% regardless of ranking. The TSR-PSUs award is denominated in performance stock units (PSUs), each of which is equivalent to one share of common stock. 2018 2019TSR–PSUs.In March 2019, the Committee awarded the NEOs performance units that will vest based on relative TSR for the three-year performance period ending March 2021.2022. 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 37.5%. 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. Earned awards are paid in stock shortly after the completion of the performance period. A table illustrating the potential payouts based on relative and absolute TSR performance for the TSR-PSUs granted in 20182019 is set forth below:
| | | Range’s Rank Among | | Percentage of | | | | Peer Companies | | TSR-PSUs Earned | | Maximum | | 1 | | 200.0% | | | | 2 | | 185.7% | | | | 3 | | 171.4% | | | | 4 | | 157.1% | | | | 5 | | 142.9% | | | | 6 | | 128.6% | | | | 7 | | 114.3% | | Target | | 8 | | 100.0% | | | | 9 | | 75.5% | | | | 10 | | 50.0% | | | | 11 | | 0% | | | | 12 | | 0% | | | | 13 | | 0% | | | | 14 | | 0% | | | | 15 | | 0% | | Minimum | | 16 | | 0% |
RANGE RESOURCES CORPORATION - 2019 Proxy StatementTSR-PSUs. 40The performance units granted in March 2019 have a performance end date of March 2022 with a target payout percentages at the median performance compared to 16 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 1615 peer companies. 2017TSR-PSUs.The performance units granted in May 2017 have a performance end date of MarchMay 2020 with target payout percentages at the median performance compared to 22 peer companies. 2016 TSR-PSUs.The performance units granted in May 2016 have a performance period end date of May 2019 with target payout percentages at the median performance compared to 21 peer companies.
2015 2016TSR-PSUs.The performance units granted in May 20152016 had a performance period end date of May 2018.2019. For the performance period, we ranked 20thout of 24 companies. In May 2018,20 companies and the committeeCommittee determined the final payout was 36%0% of the award.
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($ in thousands): CEO TSR - PSUs - DECREASE IN VALUE
 | | | | (1) | For the award granted in 2015, 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 2016, 2017, 2018 and 20182019 were determined with the following inputs: • Our closing stock price as of March 27, 2020 was $2.17; and • | Our closing stock price as of March 22, 2019 was $10.87; and | | | • | Our rank in our TSR peer group and the corresponding payout percentage as measured under our performance unit programs: 10% for 2016, 10% for 2017 and 114% for 2018. | | | • | Performance – Based Reserves and Production Growth Per Share (Debt Adjusted). 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 the commensurate increase in debt. The use of debt adjusted measure mitigates the risk that management increases reserves and production by increasing the drilling budget using debt imprudently. |
• Our rank in our TSR peer group and the corresponding payout percentage as measured under our performance unit program: 30% for 2017, 0% for 2018 and 0% for 2019. • 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. RANGE RESOURCES CORPORATION -2020 Proxy Statement41
Back to Contents 2018 2019PSUs–PGPS/RGPS. The performance period began January 1, 20182019 and ends December 31, 2020.2021. 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 2019 targets; (ii) 1/3 of the award will be based on performance targets to be established for 2020 and (iii) 1/3 of the award will be based on performance to be established for 2021. 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 2018.2019.
| 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 4% | | RGPS of less than 4% | | Target Payout | | 100% | | 100% | | Performance Resulting in Target Payout | | PGPS of greater than or equal to 6% | | RGPS of greater than or equal to 6% | | Maximum Payout | | 200% | | 200% | | Performance Resulting in Maximum Payout | | PGPS of greater than or equal to 8% | | RGPS of greater than or equal to 8% |
RANGE RESOURCES CORPORATION - 2019 Proxy Statement41
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 4% | RGPS of less than 4% | Target Payout | 100% | 100% | Performance Resulting in Target Payout | PGPS of greater than or equal to 6% | RGPS of greater than or equal to 6% | Maximum Payout | 200% | 200% | Performance Resulting in Maximum Payout | PGPS of greater than or equal to 8% | RGPS of greater than or equal to 8% |
2017 2018PSUs-PGPS/RGPS.The performance units granted in May 2017March 2018 have a performance end date of December 31, 2019.2020.
2017PSUs-PGPS/RGPS.The performance units granted in May 2017 had a performance end date of December 31, 2019. For these awards, the final payout was 100% for PGPS and 150% for RGPS. • 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 provides recipients with the opportunity for capital accumulation and a more predictable long-term incentive value than is provided by performance units. Restricted stock awards are made according to our normal annual grant schedule and generally 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. RANGE RESOURCES CORPORATION -2020 Proxy Statement42
SAR Payouts Demonstrate Alignment with Stockholders
Payout values of SARs awarded in 2013, 2012, 2011 (the last three years that SARs were granted and have recently expired) have declined 100% as comparedBack to grant date fair value, as show below. In 2018, the last of these grants expired worthless due to the decline in our stock price (in thousands).Contents
CEO SARs - DECREASE IN VALUE
Mr. Ventura did not realize any value from these SAR grants.
5 | | | | 5
| 20192020 COMPENSATION PROGRAM
| | | |
The Compensation Committee engaged 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 2019: 2020: • CEO and CFOLong-Term Incentive grant was voluntarily reduced by approximately 32% in light of the continued lower commodity price environment; • Our CEO Long-Term Incentive grant mix remainedwas 46% Time-Based Restricted Stock and 54% Performance-Based Restricted Stock; our CFO and COO Long-Term Incentive grant mix was 40% Time-Based Restricted Stock and 60% Performance-Based Restricted Stock and 40%Stock; all other NEO's grant mix were 100% Time-Based Restricted Stock; • Added a new leverage metric forTarget Annual Cash Incentive defined as absolute reduction in debt;Payouts were set at 120% for our CEO; 100% for our CFO and COO; 75% for our Senior Vice Presidents;
• Tightened leverage targets;
Tightened targets for both finding and development costs and drilling rate for return for the 2019Added three new Annual Cash Incentive Awards;performance targets to better align with the current commodity cycle and incorporate invester feedback;
• Revised the calculation of debt-adjusted per share used in the Long-Term Incentive program for production and reserves to focus on debt reduction and not growth; • Removed four performance targets previously used in the Annual Cash Incentive calculation; • Determined for the fifthsixth year in a row not to increase CEO base salary; and • Reduced the amount ofThe Committee accepted a voluntary reduction in the CEO Long-term Incentive AwardsAward, which aligns with stockholder expectations, when compared to amounts granted in 2018,2019, as detailed below:
| Long-Term Incentive
Grant in March 2019 (1) | Long-Term Incentive
Grant in February 2020 | Jeffrey L. Ventura | $ | 5,749,992 | $ | 3,923,000 | Mark S. Scucchi | $ | 2,199,991 | $ | 2,052,000 | Dennis L. Degner | $ | 1,300,002 | $ | 2,280,000 | David P. Poole | $ | 1,815,071 | $ | 1,368,000 | Alan W. Farquharson | $ | 1,101,727 | $ | 836,000 | (1) Based on summary compensation table. |
| | | Long-Term Incentive
Grant in March 2018(1) | | | Long-Term Incentive
Grant in March 2019 | | | Jeffrey L. Ventura | | $ | 6,137,133 | | | $ | 5,750,000 | | | Mark S. Scucchi (promoted on May 16, 2018) | | $ | 421,851 | | | $ | 2,200,000 | | | Dennis L. Degner | | $ | 1,143,317 | | | $ | 1,300,000 | | | David P. Poole | | $ | 1,368,202 | | | $ | 1,815,072 | |
(1) | Based on summary compensation table. |
RANGE RESOURCES CORPORATION - 2019 Proxy Statement42
The table below illustrates the potential payouts based on relative and absolute TSR performance for the TSR-PSUs granted in 2019:February 2020: | | | Range’s Rank Among
Peer Companies | | Percentage of
TSR-PSUs Earned | | Maximum | | 1 | | 200.0% | | | | 2 | | 185.7% | | | | 3 | | 171.4% | | | | 4 | | 157.1% | | | | 5 | | 142.9% | | | | 6 | | 128.6% | | | | 7 | | 114.3% | | Target | | 8 | | 100.0% | | | | 9 | | 75.5% | | | | 10 | | 50.0% | | | | 11 | | 0.0% | | | | 12 | | 0.0% | | | | 13 | | 0.0% | | | | 14 | | 0.0% | | | | 15 | | 0.0% | | Minimum | | 16 | | 0.0% |
| | Range’s Rank Among
Peer Companies | Percentage of
TSR-PSUs Earned | | | Maximum | 1 | 200.0% | | | | 2 | 187.5% | | | | 3 | 175.0% | | | | 4 | 162.5% | | | | 5 | 150.0% | | | | 6 | 137.5% | | | | 7 | 125.0% | | | | 8 | 112.5% | | | Target | 9 | 100.0% | | | | 10 | 75.0% | | | | 11 | 50.0% | | | | 12 | 0.0% | | | | 13 | 0.0% | | | | 14 | 0.0% | | | | 15 | 0.0% | | | | 16 | 0.0% | | | Minimum | 17 | 0.0% | |
The table below illustrates potential payouts for Performance-Based Reserves and Production Growth Per Share (Debt Adjusted) for grants in March 2019:February 2020: | Performance Metric | | Production Growth Per
Share (PGPS) | | Reserves Growth Per
Share (RGPS) | Production Per Share (PGPS) | Reserves Per Share (RGPS) | | Performance Period | | 3 years | | 3 years | 3 years | | Form of Payout | | Stock | | Stock | Stock | | Performance basis | | Debt-adjusted production growth per share – absolute basis | | Debt adjusted reserve growth per share – absolute basis | Debt-adjusted production per
share – absolute basis | Debt adjusted reserve per
share – absolute basis | | Minimum Payout | | 0% | | 0% | 0% | | Performance Resulting in Minimum Payout | | PGPS of less than 4% | | RGPS of less than 4% | PGPS of less than 0% | RGPS of less than 0% | | Target Payout | | 100% | | 100% | 100% | | Performance Resulting in Target Payout | | PGPS of greater than or equal to 6% | | RGPS of greater than or equal to 6% | PGPS of greater than or equal to 3% | RGPS of greater than or equal to 3% | | Maximum Payout | | 200% | | 200% | 200% | | Performance Resulting in Maximum Payout | | PGPS of greater than or equal to 8% | | RGPS of greater than or equal to 8% | PGPS of greater than or equal to 10% | RGPS of greater than or equal to 10% |
RANGE RESOURCES CORPORATION -2020 Proxy Statement43
Back to Contents Deferred Compensation Plan Members 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, 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, up to 10% of their base salary. Employee participants can elect to have the match paid in cash or stock (the “Match Award”). The Compensation Committee considers the matching contributions, whether paid in cash or by stock, as additional cash compensation in calculating the total compensation for each NEO. We understand that the matching component 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 do not provide any pension or retirement benefits other than the 401(k) Plan. In fourth quarter 2017, we implemented a post-retirement benefit plan to assist in providing health care to officers who are active employees and have met certain age and service requirements up until the time they are eligible for Medicare. See“OtherBenefits”below for additional information. In addition, when our NEOs receive Time-Based Restricted Stock Awards as described above, we contribute the awards to the Active Deferred Compensation Plan on our NEOs behalf, and such contributions constitute unvested discretionary contributions. The investment tracking options are described in greater detail in the section of this Proxy Statement entitled“Non-QualifiedDeferredCompensationPlans”. Performance Units, when awarded, are not placed into the Active Deferred Compensation Plan. RANGE RESOURCES CORPORATION - 2019 Proxy Statement43
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 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 NEO. 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 20182019 are listed in the section of this Proxy Statement entitled“Non-QualifiedDeferredCompensationPlans.” Other Benefits We provide certain other limited personal benefits that the Compensation Committee has 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 our Peer Group companies, are an important retention factor 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 our NEOs. We offer medical, dental, vision and life insurance and disability benefits to all eligible employees. We also provide our NEOs with the following benefits: (i) supplemental disability plans and (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 executives 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 executives to network and foster relationships in the oil and gas industry and community that are valuable and important to our Company. Any executive must reimburse us for any personal club use or use by 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 not funded in advance and are provided up to age 65 or aton the date they become eligible for Medicare, subject to various cost-sharing features. In combination with the implementation of this succession plan enhancement, certain officers that qualify for the post-retirement benefit plan were also immediately vested in all equity grants (excluding any involuntary termination for cause). Effective October 2018, officers who qualify for the new post-retirement health care plan are required to provide reasonable notice of retirement and, beginning in 2019, are fully vested after one year of service following the grant date. RANGE RESOURCES CORPORATION -2020 Proxy Statement44
Back to Contents Change in Control Arrangements There are no employment agreements currently in effect between us and any employee. None of our employees are covered under any general severance plan. In the event an executive terminates employment, any severance benefits payable would be determined by the Compensation Committee at its discretion, unless such termination occurred following a change in control, in which case severance may be payable pursuant to the Range Resources Corporation Amended and Restated Executive Change in Control Severance Benefit Plan (the“Management “Management CIC Plan”). The Management CIC Plan was adopted in March 2005. Pursuant to the Management CIC Plan, all our corporate officers and certain other employees selected by the Compensation Committee (the “Management Group”) may be entitled to receive certain payments and benefits if there is a “Change in Control” of the Company and a member of the Management Group is terminated other than for “Cause” or resigns for “Good Reason” within the “Protection Period.” The terms Change in Control, Cause, Good Reason, and Protection Period, as used in the Management CIC Plan, are defined in the section of this Proxy Statement entitled “Potential “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 • 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 NEOs arein 2019 were as follows: Mr. Ventura – three; Mr. Scucchi – two; Mr. Degner – two, and Mr. Poole – two and Mr. Farquharson - two. 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, any non-vested equity based compensation awards held by each participant vest upon the occurrence of a Change in Control. A more detailed description of these provisions is provided in the section of this Proxy Statement entitled“PotentialPaymentsuponTerminationandChangeinControl.” RANGE RESOURCES CORPORATION - 2019 Proxy Statement44
| | | | 6
| COMPENSATION POLICIES AND PRACTICES | | | |
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; • | Program elements that 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; | • | 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. |
• Use of a transparent, external performance metric, TSR, for a large portion of the long-term incentive program opportunity; • 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. 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. RANGE RESOURCES CORPORATION -2020 Proxy Statement45
Back to Contents Tax Deductibility of Compensation The Tax Cuts and Jobs Act of 2017 that was signed into law onin December 22, 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 to also now includeincludes 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 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. Through May 2017, the Compensation Committee made all equity grants to our NEOs at its scheduled meeting in May of each year. This allowed 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. Beginning in 2018, this process was accelerated to March to allow for disclosure in the current year proxy statement.
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 not timing issues, and such executives only provide recommendations that may or may not be approved by the Compensation Committee. RANGE RESOURCES CORPORATION - 2019 Proxy Statement45
Stock Ownership Requirements for Executive Officers and Directors 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:salary: 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% 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 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 NEOsproxy, none of the senior officers satisfy the ownership requirement and are in compliance with the policy. Unless a director has achieved the required level of share ownership, the director iscurrently required to retain an amount equal toa minimum of 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 theeach vested stock ownership policy. A director must continueaward. The requirement to retain shares in the amount required for50% was established to allow limited sales as long as the director serves on the Board. As of the date of this Proxy Statement, all of our directors are in compliance with the policy.necessary to satisfy tax withholding obligations.
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. 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. Steffen E. Palko,Chair
Anthony V. Dub
James M. Funk
Steve D. Gray
Christopher A. Helms
RANGE RESOURCES CORPORATION -20192020 Proxy Statement 46 EXECUTIVE COMPENSATION TABLES
|
| Summary Compensation Table |
The following table summarizes total compensation for each NEO for the years shown: Name
and Principal Position | | Year | | | Salary | | | Stock
Awards(1) | | | Non-Equity
Incentive Plan
Compensation(2) | | | All Other
Compensation(3) | | | Total | | Jeffrey L. Ventura
President & CEO | | | 2018 | | | $ | 925,000 | | | $ | 6,137,133 | | | $ | 1,500,000 | | | $ | 149,055 | | | $ | 8,711,188 | | | | | 2017 | | | $ | 925,000 | | | $ | 6,580,649 | | | $ | 1,000,000 | | | $ | 151,217 | | | $ | 8,656,866 | | | | | 2016 | | | $ | 925,000 | | | $ | 7,455,999 | | | $ | 1,332,000 | | | $ | 149,926 | | | $ | 9,862,925 | | Mark S. Scucchi(5)
SVP & CFO | | | 2018 | | | $ | 361,979 | | | $ | 421,851 | | | $ | 436,248 | | | $ | 56,939 | | | $ | 1,277,017 | | | | | | | | | | | | | | | | | | | | | | | | | | | Dennis L. Degner(5)
SVP | | | 2018 | | | $ | 346,778 | | | $ | 1,143,317 | | | $ | 400,000 | | | $ | 169,573 | | | $ | 2,059,668 | | | | | | | | | | | | | | | | | | | | | | | | | | | David P. Poole
SVP | | | 2018 | | | $ | 398,000 | | | $ | 1,368,202 | | | $ | 418,378 | | | $ | 27,168 | | | $ | 2,211,748 | | | | | 2017 | | | $ | 398,000 | | | $ | 1,686,171 | | | $ | 250,000 | | | $ | 26,410 | | | $ | 2,360,581 | | | | | 2016 | | | $ | 398,000 | | | $ | 1,947,004 | | | $ | 343,872 | | | $ | 64,942 | | | $ | 2,753,818 | | Roger S. Manny(4)
Former EVP & CFO | | | 2018 | | | $ | 195,304 | | | $ | 2,399,554 | | | $ | — | | | $ | 2,777,734 | | | $ | 5,372,592 | | | | | 2017 | | | $ | 493,000 | | | $ | 3,179,160 | | | $ | 497,664 | | | $ | 86,462 | | | $ | 4,256,286 | | | | | 2016 | | | $ | 493,000 | | | $ | 3,640,996 | | | $ | 567,936 | | | $ | 84,969 | | | $ | 4,786,901 | | Ray N. Walker, Jr.(4)
Former EVP & COO | | | 2018 | | | $ | 159,800 | | | $ | 2,399,554 | | | $ | — | | | $ | 70,965 | | | $ | 2,630,399 | | | | | 2017 | | | $ | 493,000 | | | $ | 3,094,155 | | | $ | 100,000 | | | $ | 82,869 | | | $ | 3,770,024 | | | | | 2016 | | | $ | 493,000 | | | $ | 3,546,967 | | | $ | 567,936 | | | $ | 81,397 | | | $ | 4,689,300 | | Chad L. Stephens(4)
Former SVP | | | 2018 | | | $ | 410,000 | | | $ | 1,698,216 | | | $ | 430,992 | | | $ | 75,536 | | | $ | 2,614,744 | | | | | 2017 | | | $ | 410,000 | | | $ | 1,971,171 | | | $ | 383,760 | | | $ | 72,652 | | | $ | 2,837,583 | | | | | 2016 | | | $ | 410,000 | | | $ | 2,490,004 | | | $ | 354,240 | | | $ | 70,618 | | | $ | 3,324,862 | |
Name
and Principal Position | | Year | | | Salary | | | Stock
Awards(1) | | | Non-Equity
Incentive Plan
Compensation(2) | | | All Other
Compensation(4) | | | Total | | | Jeffrey L. Ventura | | 2019 | | | $ | 925,000 | | | $ | 5,749,992 | | | $ | 1,652,216 | | | $ | 57,312 | | | $ | 8,384,520 | | | President & CEO | | 2018 | | | $ | 925,000 | | | $ | 6,137,133 | | | $ | 1,500,000 | | | $ | 149,055 | | | $ | 8,711,188 | | | | | 2017 | | | $ | 925,000 | | | $ | 6,580,649 | | | $ | 1,000,000 | | | $ | 151,217 | | | $ | 8,656,866 | | | Mark S. Scucchi(3) | | 2019 | | | $ | 430,385 | | | $ | 2,199,991 | | | $ | 466,193 | | | $ | 67,136 | | | $ | 3,163,705 | | | SVP & CFO | | 2018 | | | $ | 361,979 | | | $ | 421,851 | | | $ | 436,248 | | | $ | 56,939 | | | $ | 1,277,017 | | | Dennis L. Degner(3) | | 2019 | | | $ | 410,000 | | | $ | 1,300,002 | | | $ | 466,193 | | | $ | 66,421 | | | $ | 2,242,616 | | | SVP & COO | | 2018 | | | $ | 346,778 | | | $ | 1,143,317 | | | $ | 400,000 | | | $ | 169,573 | | | $ | 2,059,668 | | | David P. Poole | | 2019 | | | $ | 411,077 | | | $ | 1,815,071 | | | $ | 444,759 | | | $ | 70,519 | | | $ | 2,741,426 | | | SVP | | 2018 | | | $ | 398,000 | | | $ | 1,368,202 | | | $ | 418,378 | | | $ | 27,168 | | | $ | 2,211,748 | | | | | 2017 | | | $ | 398,000 | | | $ | 1,686,171 | | | $ | 250,000 | | | $ | 26,410 | | | $ | 2,360,581 | | | Alan W. Farquharson(3) | | 2019 | | | $ | 373,462 | | | $ | 1,101,727 | | | $ | 402,962 | | | $ | 66,205 | | | $ | 1,944,356 | |
| This column reflects the aggregate fair values calculated in accordance with generally accepted accounting principles in the United States regarding stock compensation, without taking into account estimated forfeitures and does not reflect the actual value that may be recognized by each NEO. Restricted stock generally will vest 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 20182019 would have been as follows: Mr. Ventura ($9,749,238)9,199,985); Mr. Scucchi ($585,814)3,519,985); Mr. Degner ($1,683,809)1,820,008); Mr. Poole ($2,173,477); Mr. Manny ($3,811,863); Mr. Walker ($3,811,863);2,541,103) and Mr. StephensFarquharson ($2,697,729)1,542,417). See grants of Plan-Based Awards table for more information. As of the fourth quarter 2018,2019, Mr. Scucchi and Mr. Degner do not qualify for our post-retirement health care benefit plan. | | The amounts shown as “Non-Equity Incentive Plan Compensation” are equal to the cash incentive awards granted by the Compensation Committee for each of our NEOs performance for the applicable calendar year. While these awards are based on performance criteria established by the Compensation Committee, the actual amounts awarded are not determined until early in the year following the calendar year being evaluated. These amounts were accrued during the calendar year being evaluated on an estimated basis and then adjusted to reflect the actual amounts awarded. The cash incentive awards were determined and paid in accordance with our Amended and Restated 2005 Plan. | | The following table describes each component of the “All Other Compensation” column for 2018 in the Summary Compensation Table above. | (4) | Mr. Walker retired in April 2018, Mr. Manny retired in May 2018, and Mr. Stephens retired on December 31, 2018. | (5) | Under applicable SEC rules, Mr. Scucchi and Mr. Degner’s compensation for 2017 and 2016 is excluded as they were not named executives during those years. Mr. Scucchi was promoted onin May 16, 2018. Mr. Degner was promoted to Chief Operating Officer in May 2019. Mr. Farquharson’s compensation for 2018 and 2017 is excluded as he was not a named executive during those years. (4) The following table describes each component of the "All Other Compensation" column for 2019 in the Summary Compensation Table above. |
| | | Active Deferred
Compensation
Plan Match | | 401(k) Plan
Match | | Executive
Disability
Premium | | Moving
Expenses | | Severance | | Total | | | Active Deferred
Compensation
Plan Match | | | 401(k) Plan
Match | | | Executive
Disability
Premium | | | Total | | | Jeffrey L. Ventura | | $ | 92,492 | | | $ | 16,500 | | | $ | 40,063 | | | $ | — | | | $ | — | | | $ | 149,055 | | | $ | — | | | $ | 16,800 | | | $ | 40,512 | | | $ | 57,312 | | | Mark S. Scucchi | | $ | 36,201 | | | $ | 16,500 | | | $ | 4,238 | | | $ | — | | | $ | — | | | $ | 56,939 | | | $ | 43,039 | | | $ | 16,800 | | | $ | 7,297 | | | $ | 67,136 | | | Dennis L. Degner | | $ | 34,688 | | | $ | 16,500 | | | $ | 6,146 | | | $ | 112,239 | | | $ | — | | | $ | 169,573 | | | $ | 40,995 | | | $ | 16,800 | | | $ | 8,626 | | | $ | 66,421 | | | David P. Poole | | $ | — | | | $ | 16,500 | | | $ | 10,668 | | | $ | — | | | $ | — | | | $ | 27,168 | | | $ | 41,103 | | | $ | 16,800 | | | $ | 12,616 | | | $ | 70,519 | | | Roger S. Manny (Former CFO) | | $ | — | | | $ | 16,500 | | | $ | 12,101 | | | $ | — | | | $ | 2,749,133 | | | $ | 2,777,734 | | | | Ray N. Walker, Jr. (Former COO) | | $ | 49,298 | | | $ | 15,102 | | | $ | 6,565 | | | $ | — | | | $ | — | | | $ | 70,965 | | | | Chad L. Stephens (Former SVP) | | $ | 40,987 | | | $ | 16,500 | | | $ | 18,049 | | | $ | — | | | $ | — | | | $ | 75,536 | | | | Alan W. Farquharson | | | $ | 37,348 | | | $ | 16,800 | | | $ | 12,057 | | | $ | 66,205 | |
RANGE RESOURCES CORPORATION - 20192020 Proxy Statement 47 | CEO Pay Ratio of 6560 to 1 |
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 20182019 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 20182019 annual total compensation for all employees, excluding our Chief Executive Officer, who were employed by us on December 31, 20182019 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 2018.2019. For the total annual compensation of our Chief Executive Officer, we used the “Total “TotalCompensation” shown for Mr. Ventura in the “Summary “SummaryCompensationTable” on page 47 of this Proxy Statement. Following our review, we have determined that for 2018:2019: • the median of the annual total compensation of all employees of the Company (other than our Chief Executive Officer) was $140,000. • | the median of the annual total compensation of all employees of the Company (other than our Chief Executive Officer) was $134,000. | • | the annual total compensation of our Chief Executive Officer, as reported in the Summary Compensation Table above was $8.7 million; and | • | as a result, we estimate Mr. Ventura’s 2018 annual total compensation was approximately 65 times that of our median employee. |
• the annual total compensation of our Chief Executive Officer, as reported in the Summary Compensation Table above was $8.4 million; and • as a result, we estimate Mr. Ventura’s 2019 annual total compensation was approximately 60 times that of our median employee. The above determination is a reasonable estimate calculated in a manner consistent with SEC rules based on our payroll and employment records and the methodology described above. The SEC rules for identifying the median employee and calculating the pay ratio based on that employee’s annual total compensation allow companies to adopt a variety of methodologies, to apply certain exclusions and to make reasonable estimates and assumptions that reflect their comparison to the ratio reported above, as other companies may have different employment and compensation practices and may utilize different mythologies, exclusions, estimates and assumptions in calculating their own pay ratios. RANGE RESOURCES CORPORATION - 2020 Proxy Statement48
Back to Contents | Grants of Plan-Based Awards in 20182019 |
The table below shows the plan-based awards granted by the Compensation Committee to the NEOs in 2018.2019. The awards are abbreviated in the table as follows: (i) Annual Cash Incentive Award (ACI); (ii) Matching Award (MA); (iii) Time-Based Restricted Stock (RS); and (iv) Performance-Based Awards (PBA). | | | | Estimated Future Payouts Under
Non-Equity Incentive Plan Awards(1) | | Estimated Future Payouts Under
Equity Incentive Plan Awards(2) | | All Other Stock
Awards: # of | | | Grant Date Fair
Value of Stock | | | Name | | Grant
Date | Estimated Future Payouts Under Non-Equity Incentive Plan Awards(1) | | Estimated Future Payouts Under Equity Incentive Plan Awards(2) | All Other Stock Awards:
# of Shares of Stock or Units(3) | | Grant Date Fair Value of Stock and Option Awards(4) | | | Grant
Date | | Threshold ($) | | Target ($) | | Maximum ($) | | Threshold (#) | | Target (#) | | Maximum (#) | | Shares of Stock
or Units(4) | | | and Option
Awards(3) | | Threshold ($) | Target
($) | Maximum ($) | | Threshold (#) | Target
(#) | Maximum (#) | | (a) | | (b) | | (c) | | (d) | | (e) | | (f) | | (g) | | (h) | | (i) | | | (l) | | (b) | | (c) | | (d) | | (e) | | (f) | (g) | (h) | (i) | | | (j) | | Jeffrey L. Ventura | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | ACI | | | | $ | 555,000 | | $ | 1,110,000 | | $ | 2,220,000 | | | | | | | | | | | | | | | | $ | 555,000 | $ | 1,110,000 | $ | 2,220,000 | | | | | | | MA | | 03/06/18 | | | | | | | | | | | | | | | 6,077 | (4) | | $ | 92,492 | | | | RS | | 03/06/18 | | | | | | | | | | | | | | | 165,902 | (5) | | $ | 2,525,028 | | 03/07/19 | | | | | 222,868 | (5) | $ | 2,299,998 | | PBA | | 03/06/18 | | | | | | | | | — | | 217,410 | | 434,820 | | | | | $ | 3,612,105 | | 03/07/19 | | | | | — | 319,267 | 638,534 | | | $ | 3,449,994 | | Mark Scucchi | | | | | | | | | | | | | | | | | | | | | | Mark S. Scucchi | | | | | | | | | | | | ACI | | | $ | 149,400 | | $ | 298,800 | | $ | 597,600 | | | | | | | | | | | | | | | $ | 156,600 | $ | 313,200 | $ | 626,400 | | | | | | | MA | | 03/23/18 | | | | | | | | | | | | | | | 418 | | | $ | 6,124 | | 03/29/19 | | | | | — | (3) | $ | 11,250 | | MA | | 06/22/18 | | | | | | | | | | | | | | | 547 | | | $ | 9,233 | | 06/21/19 | | | | | — | (3) | $ | 10,038 | | MA | | 09/14/18 | | | | | | | | | | | | | | | 609 | | | $ | 9,574 | | 09/27/19 | | | | | — | (3) | $ | 11,712 | | MA | | 12/14/18 | | | | | | | | | | | | | | | 960 | | | $ | 11,270 | | 12/13/19 | | | | | — | (3) | $ | 10,039 | | RS | | 03/06/18 | | | | | | | | | | | | | | | 16,944 | | | $ | 257,888 | | 03/07/19 | | | | | 85,271 | (5) | $ | 879,997 | | PBA | | 03/06/18 | | | | | | | | | — | | 9,869 | | 19,738 | | | | | $ | 163,963 | | 03/07/19 | | | | | — | 122,154 | 244,308 | | | $ | 1,319,994 | | Dennis L. Degner | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | ACI | | | $ | 126,000 | | $ | 252,000 | | $ | 504,000 | | | | | | | | | | | | | | | $ | 156,600 | $ | 313,200 | $ | 626,400 | | | | | | | MA | | 03/23/18 | | | | | | | | | | | | | | | 529 | | | $ | 7,750 | | 03/29/19 | | | | | 855 | (3) | $ | 9,610 | | MA | | 06/22/18 | | | | | | | | | | | | | | | 558 | | | $ | 9,419 | | 06/21/19 | | | | | 1,371 | (3) | $ | 9,638 | | MA | | 09/14/18 | | | | | | | | | | | | | | | 514 | | | $ | 8,080 | | 09/27/19 | | | | | 2,913 | (3) | $ | 11,710 | | MA | | 12/14/18 | | | | | | | | | | | | | | | 804 | | | $ | 9,439 | | 12/13/19 | | | | | 2,384 | (3) | $ | 10,037 | | RS | | 03/06/18 | | | | | | | | | | | | | | | 24,824 | | | $ | 377,821 | | 03/07/19 | | | | | 75,581 | (5) | $ | 779,996 | PBA | | 03/07/19 | | | | | — | 48,122 | 96,244 | | | $ | 520,006 | David P. Poole | | | | | | | | | | | ACI | | | $ | 149,400 | $ | 298,800 | $ | 597,600 | | | | | | MA | | 03/29/19 | | | | | 959 | (3) | $ | 10,779 | MA | | 06/21/19 | | | | | 1,362 | (3) | $ | 9,575 | MA | | 09/27/19 | | | | | 2,779 | (3) | $ | 11,171 | MA | | 12/13/19 | | | | | 2,275 | (3) | $ | 9,578 | | RS | | 08/03/18 | | | | | | | | | | | | | | | 14,451 | | | $ | 225,003 | | 03/07/19 | | | | | 105,527 | (5) | $ | 1,089,039 | | PBA | | 03/06/18 | | | | | | | | | — | | 32,532 | | 65,064 | | | | | $ | 540,493 | | 03/07/19 | | | | | — | 67,188 | 134,376 | | | $ | 726,032 | Alan W. Farquharson | | | | | | | | | | | ACI | | | $ | 135,360 | $ | 270,720 | $ | 541,440 | | | | | | MA | | 03/07/19 | | | | | 3,619 | (3) | $ | 37,348 | RS | | 03/07/19 | | | | | 64,054 | (5) | $ | 661,037 | PBA | | 03/07/19 | | | | | — | 40,782 | 81,564 | | | $ | 440,690 | (1) The Threshold, Target and Maximum dollar amounts for the ACI are shown in columns (c), (d) and (e), respectively, for 2019. The actual Annual Incentive Awards paid under the Amended and Restated 2005 Plan and applicable to the 2019 performance period were determined by the Compensation Committee in February 2020. These awards are disclosed as “Non-Equity Incentive Plan Compensation” in column (g) of the Summary Compensation Table for 2019 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 2019 performance, subject to any changes in salaries of our NEOs. For a detailed description of the performance criteria associated with the Annual Cash Incentives please see the section of this Proxy Statement entitled “Compensation Discussion and Analysis — Elements of Executive Compensation.” (2) Performance Units will be paid on 03/07/22 if specified performance goals are met. For a detailed description of our performance shares please see the section of this Proxy Statement entitled “Compensation Discussion and Analysis-Elements of Executive Compensation”. (3) These awards are cash or shares of our common stock granted as Matching Awards. The dollar value of Matching Awards granted to each of our NEOs is included in the Summary Compensation Table under column (i) as “All Other Compensation.” When these awards were granted in March 2019, the closing price of our common stock was $10.32. 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. Scucchi chose cash for his matching award in 2019. | | (1) The Threshold, Target and Maximum dollar amounts for the ACI are shown in columns (c), (d) and (e), respectively, for 2019. The actual Annual Incentive Awards paid under the Amended and Restated 2005 Plan and applicable to the 2019 performance period were determined by the Compensation Committee in February 2020. These awards are disclosed as “Non-Equity Incentive Plan Compensation” in column (g) of the Summary Compensation Table for 2019 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 2019 performance, subject to any changes in salaries of our NEOs. For a detailed description of the performance criteria associated with the Annual Cash Incentives please see the section of this Proxy Statement entitled “Compensation Discussion and Analysis — Elements of Executive Compensation.” (2) Performance Units will be paid on 03/07/22 if specified performance goals are met. For a detailed description of our performance shares please see the section of this Proxy Statement entitled “Compensation Discussion and Analysis-Elements of Executive Compensation”. (3) These awards are cash or shares of our common stock granted as Matching Awards. The dollar value of Matching Awards granted to each of our NEOs is included in the Summary Compensation Table under column (i) as “All Other Compensation.” When these awards were granted in March 2019, the closing price of our common stock was $10.32. For a detailed description of matching contributions to our Active Deferred Compensation Plan (which may be paid in cash or stock, at the election of our participating employees) see the section of this Proxy Statement entitled “Non-Qualified Deferred Compensation Plans.” Mr. Scucchi chose cash for his matching award in 2019. |
RANGE RESOURCES CORPORATION - 20192020 Proxy Statement 4849 | | | | | Estimated Future Payouts Under
Non-Equity Incentive Plan Awards(1) | | | Estimated Future Payouts Under
Equity Incentive Plan Awards(2) | | All Other Stock
Awards: # of | | | Grant Date Fair
Value of Stock | | | Name | | Grant
Date | | Threshold ($) | | Target ($) | | Maximum ($) | | | Threshold (#) | | Target (#) | | Maximum (#) | | Shares of Stock
or Units(4) | | | and Option
Awards(3) | | | (a) | | (b) | | (c) | | (d) | | (e) | | | (f) | | (g) | | (h) | | (i) | | | (l) | | | David P. Poole | | | | | | | | | | | | | | | | | | | | | | | | | | | ACI | | | | $ | 143,280 | | $ | 286,560 | | $ | 573,120 | | | | | | | | | | | | | | | | RS | | 03/06/18 | | | | | | | | | | | | | | | | | | 36,986 | | | $ | 562,927 | | | PBA | | 03/06/18 | | | | | | | | | | | | — | | 48,469 | | 96,938 | | | | | $ | 805,275 | | | Roger S. Manny(6) | | | | | | | | | | | | | | | | | | | | | | | | | | | ACI | | | | $ | 236,640 | | $ | 473,280 | | $ | 946,560 | | | | | | | | | | | | | | | | MA | | 03/06/18 | | | | | | | | | | | | | | | | | | — | (4) | | $ | — | | | RS | | 03/06/18 | | | | | | | | | | | | | | | | | | 64,865 | (5) | | $ | 987,245 | | | PBA | | 03/06/18 | | | | | | | | | | | | — | | 85,006 | | 170,012 | | | | | $ | 1,412,309 | | | Ray N. Walker, Jr.(7) | | | | | | | | | | | | | | | | | | | | | | | | | | | ACI | | | | $ | 236,640 | | $ | 473,280 | | $ | 946,560 | | | | | | | | | | | | | | | | MA | | 03/06/18 | | | | | | | | | | | | | | | | | | 3,239 | (4) | | $ | 49,298 | | | RS | | 03/06/18 | | | | | | | | | | | | | | | | | | 64,865 | (5) | | $ | 987,245 | | | PBA | | 03/06/18 | | | | | | | | | | | | — | | 85,006 | | 170,012 | | | | | $ | 1,412,309 | | | Chad L. Stephens(8) | | | | | | | | | | | | | | | | | | | | | | | | | | | ACI | | | | $ | 147,600 | | $ | 295,200 | | $ | 590,400 | | | | | | | | | | | | | | | | MA | | 03/06/18 | | | | | | | | | | | | | | | | | | 2,693 | (4) | | $ | 40,987 | | | RS | | 03/06/18 | | | | | | | | | | | | | | | | | | 45,907 | (5) | | $ | 698,704 | | | PBA | | 03/06/18 | | | | | | | | | | | | — | | 60,160 | | 120,320 | | | | | $ | 999,512 | |
(1) | The Threshold, Target and Maximum dollar amounts for the ACI are shown in columns (c), (d) and (e), respectively, for 2018. The actual Annual Incentive Awards paid under the Amended and Restated 2005 Plan and applicable to the 2018 performance period were determined by the Compensation Committee in March 2019. These awards are disclosed as “Non-Equity Incentive Plan Compensation” in column (g) of the Summary Compensation Table for 2018 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 2018 performance, subject to any changes in salaries of our NEOs. For a detailed description of the performance criteria associated with the Annual Cash Incentives please see the section of this Proxy Statement entitled “Compensation Discussion and Analysis — Elements of Executive Compensation.” | (2) | Performance Units will be paid on 03/06/21 if specified performance goals are met. For a detailed description of our performance shares please see the section of this Proxy Statement entitled “Compensation Discussion and Analysis-Elements of Executive Compensation”. | (3) | (4) The grant date fair value are determined in accordance with current accounting guidance. The Time-Based Restricted Stock Awards set forth in the Grants of Plan-Based Awards Table are valued at the closing price of our common stock on the date such awards were approved by the Compensation Committee. PBAs where the performance condition is based on market conditions are valued using a Monte Carlo simulation and assumes a target payout. The Monte Carlo model utilizes multiple input variables that determine the probability of satisfying the market condition stipulated in the award. PBAs where the performance condition is based on internal performance metrics is based on the market value of our common stock on the date of grant and assumes a target payout. | (4) | These awards are cash or shares of our common stock granted as Matching Awards. The dollar value of Matching(5) When RS 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 inon March 2018,7, 2019, the closing price of our common stock was $15.22. 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.” | (5) | When RS Awards were granted on March 6, 2018, the closing price of our common stock was $15.22.$10.32. For a detailed description of RS Awards granted on March 6, 20187, 2019 see the section of this Proxy Statement entitled “Compensation Discussion and Analysis – Elements of Executive Compensation.” | (6) | Retired effective May 16, 2018 | (7) | Retired effective April 13, 2018 | (8) | Retired effective December 31, 2018 |
During 2018,2019, the Compensation Committee granted the following Time-Based Restricted Stock Awards and Performance-Based Restricted Stock Awards to our 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 | 03/07/19 | $ | 10.32 | 222,868 | $ | 2,299,998 | | 03/07/19 | $ | 10.32 | $ | 11.34 | 319,267 | $ | 3,449,994 | Mark S. Scucchi | 03/07/19 | $ | 10.32 | 85,271 | $ | 879,997 | | 03/07/19 | $ | 10.32 | $ | 11.34 | 122,154 | $ | 1,319,994 | Dennis L. Degner | 03/07/19 | $ | 10.32 | 75,581 | $ | 779,996 | | 03/07/19 | $ | 10.32 | $ | 11.34 | 48,122 | $ | 520,006 | David P. Poole | 03/07/19 | $ | 10.32 | 105,527 | $ | 1,089,039 | | 03/07/19 | $ | 10.32 | $ | 11.34 | 67,188 | $ | 726,032 | Alan W. Farquharson | 03/07/19 | $ | 10.32 | 64,054 | $ | 661,037 | | 03/07/19 | $ | 10.32 | $ | 11.34 | 40,782 | $ | 440,690 |
| | | 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 | | 03/06/18 | | $ | 15.22 | | 165,902 | | $ | 2,525,028 | | 03/06/18 | | $ | 15.22 | | $ | 18.48 | | 217,410 | | $ | 3,612,105 | | | Mark Scucchi | | 03/06/18 | | $ | 15.22 | | 16,444 | | $ | 257,888 | | 03/06/18 | | $ | 15.22 | | $ | 18.48 | | 9,869 | | $ | 163,963 | | | Dennis L. Degner | | 03/06/18 | | $ | 15.22 | | 24,824 | | $ | 377,821 | | 03/06/18 | | $ | 15.22 | | $ | 18.48 | | 32,532 | | $ | 540,493 | | | | | 08/03/18 | | $ | 15.57 | | 14,451 | | $ | 225,003 | | — | | $ | — | | $ | — | | — | | $ | — | | | David P. Poole | | 03/06/18 | | $ | 15.22 | | 36,986 | | $ | 562,987 | | 03/06/18 | | $ | 15.22 | | $ | 18.48 | | 48,469 | | $ | 805,275 | | | Roger S. Manny | | 03/06/18 | | $ | 15.22 | | 64,865 | | $ | 987,245 | | 03/06/18 | | $ | 15.22 | | $ | 18.48 | | 85,006 | | $ | 1,412,309 | | | Ray N. Walker, Jr. | | 03/06/18 | | $ | 15.22 | | 64,865 | | $ | 987,245 | | 03/06/18 | | $ | 15.22 | | $ | 18.48 | | 85,006 | | $ | 1,412,309 | | | Chad L. Stephens | | 03/06/18 | | $ | 15.22 | | 45,907 | | $ | 698,704 | | 03/06/18 | | $ | 15.22 | | $ | 18.48 | | 60,460 | | $ | 999,512 | |
RANGE RESOURCES CORPORATION - 2019 Proxy Statement49
| Outstanding Equity Awards at 20182019 Fiscal Year-End |
The table below reflects each of our NEOs unvested equity grants or long-term equity grants where the performance condition has not been met as of December 31, 20182019 on an individual award basis. The market values of “Stock Awards” in column (h) and (j) were determined using the closing price of $9.57$4.85 of our common stock on December 31, 2018.2019. Column (b),(c),(d),(e),and (f) have been deleted from the SEC-prescribed table format because we did not have any such awards outstanding as of December 31, 2018.2019. 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 | 222,868 | (A)(3) | $ | 1,080,910 | 123,265 | $ | 597,835 | | | | | | 217,410 | | 1,054,439 | | | | | | 319,267 | | 1,548,445 | TOTAL | 222,868 | | $ | 1,080,910 | 659,942 | $ | 3,200,719 | Mark S. Scucchi | 2,744 | (A)(4) | $ | 13,308 | 5,176 | $ | 25,103 | | 2,000 | (R)(4) | | 9,700 | 9,869 | | 47,865 | | 11,861 | (A)(5) | | 57,526 | 122,154 | | 592,447 | | 984 | (M) | | 4,772 | | | | | 85,271 | (A)(6) | | 413,564 | | | | TOTAL | 102,860 | | $ | 498,870 | 137,199 | $ | 665,415 | Dennis L. Degner | 17,377 | (A)(5) | $ | 84,278 | 7,844 | $ | 38,043 | | 977 | (M) | | 4,738 | 32,532 | | 157,780 | | 14,451 | (R)(7) | | 70,087 | 48,122 | | 233,392 | | 75,581 | (A)(6) | | 366,568 | | | | | 5,987 | (M) | | 29,037 | | | | TOTAL | 114,373 | | $ | 554,708 | 88,498 | $ | 429,215 | David P. Poole | 105,527 | (A)(3) | $ | 511,806 | 31,585 | $ | 153,187 | | | | | | 48,469 | | 235,075 | | | | | | 67,188 | | 325,862 | TOTAL | 105,527 | | $ | 511,806 | 147,242 | $ | 714,124 | Alan W. Farquharson | 64,054 | (A)(3) | $ | 310,662 | 24,931 | $ | 120,915 | | | | | | 39,273 | | 190,474 | | | | | | 40,782 | | 197,793 | TOTAL | 64,054 | | $ | 310,662 | 104,986 | $ | 509,182 |
| | | Stock Awards(2) | | Name | | 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 | | | | | | | | | | | 95,321 | | | $ | 912,222 | | | | | | | | | | | | | | 123,265 | | | | 1,179,646 | | | | | | | | | | | | | | 217,410 | | | | 2,080,614 | | | TOTAL | | | | | | | | | | | 435,996 | | | $ | 4,172,482 | | | Mark Scucchi | | | 3,196 | (A) | | $ | 30,586 | | | | 4,901 | | | $ | 46,903 | | | | | | 4,000 | (R) | | | 38,280 | | | | 5,176 | | | | 49,534 | | | | | | 4,802 | (A) | | | 45,955 | | | | 9,869 | | | | 94,446 | | | | | | 2,000 | (R) | | | 19,140 | | | | | | | | | | | | | | 433 | (M) | | | 4,144 | | | | | | | | | | | | | | 16,944 | (A) | | | 162,154 | | | | | | | | | | | | | | 845 | (M) | | | 8,087 | | | | | | | | | | | TOTAL | | | 32,220 | | | $ | 308,346 | | | | 19,946 | | | $ | 190,883 | | | Dennis L. Degner | | | 515 | (M) | | $ | 4,929 | | | | 7,500 | | | $ | 71,775 | | | | | | 24,824 | (A) | | | 237,566 | | | | 7,844 | | | | 75,067 | | | | | | 901 | (M) | | | 8,622 | | | | 32,532 | | | | 311,331 | | | | | | 14,451 | (R) | | | 138,296 | | | | | | | | | | | | | | 878 | (M) | | | 8,402 | | | | | | | | | | | TOTAL | | | 41,569 | | | $ | 397,815 | | | | 47,876 | | | $ | 458,173 | | | David P. Poole | | | | | | | | | | | 24,891 | | | $ | 238,207 | | | | | | | | | | | | | | 31,585 | | | | 302,268 | | | | | | | | | | | | | | 48,469 | | | | 463,848 | | | TOTAL | | | | | | | | | | | 104,945 | | | $ | 1,004,323 | | | Roger S. Manny | | | | | | | | | | | 46,548 | | | $ | 445,464 | | | | | | | | | | | | | | 59,550 | | | | 569,894 | | | | | | | | | | | | | | 85,006 | | | | 813,507 | | | TOTAL | | | | | | | | | | | 191,104 | | | $ | 1,828,865 | | | Ray N. Walker, Jr. | | | | | | | | | | | 45,346 | | | $ | 433,961 | | | | | | | | | | | | | | 57,959 | | | | 554,668 | | | | | | | | | | | | | | 85,006 | | | | 813,507 | | | TOTAL | | | | | | | | | | | 188,311 | | | $ | 1,802,136 | | | Chad L. Stephens | | | | | | | | | | | 31,833 | | | $ | 304,642 | | | | | | | | | | | | | | 36,923 | | | | 353,353 | | | | | | | | | | | | | | 60,160 | | | | 575,731 | | | TOTAL | | | | | | | | | | | 128,916 | | | $ | 1,233,726 | |
RANGE RESOURCES CORPORATION - 2020 Proxy Statement50
Back to Contents | 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 to each Named Executive Officer in 2016, 2017, 2018 and 2018.2019. Mr. Degner chose to receive his Annual Stock Award in 2016 and 2017 in cash. Annual Stock Awards are listed in chronological order as granted. Stock Awards granted as retention awards (designated as “R” in the table), vest at the end of either a three year period or two year period depending on the grant. 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 aeare listed in chronological order for the matches made in 20172018 and 2018.2019. Mr. Scucchi chose to receive his Matching Stock Award in 2019 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.” | | Performance-based restricted stock that will be issued subject to the achievement of certain levels of total shareholder return or internal performance metrics. The amounts shown assume a target payout and are listed in chronological order as granted. While Mr. Manny, Mr. Walkergranted in 2017, 2018 and Mr. Stephens retired during 2018, these performance-based grants were2019. (3) Annual Stock Award vested at the timeon March 7, 2020. (4) Vested on February 7, 2020. (5) 30% of their retirementAnnual Stock Awards vested on March 6, 2020 and will be issued at the end40% vests on March 6, 2021. (6) 30% of the performance period basedAnnual Stock Awards vested on the final determinationMarch 7, 2020; 30% of the award.Annual Stock Award vests on March 7, 2021 and 40% vests on March 7, 2022. (7) Vests on August 3, 2020. |
RANGE RESOURCES CORPORATION - 2019 Proxy Statement50
As of December 31, 2018, all2019, the Time-Based Restricted Stock granted to certain of our NEOs is accounted for as vestedin 2019 has a one year vesting requirement because the NEO qualified, based on age and years of service, for our new post-retirement benefit plan which was intended to improve our management succession plan. While the Performance-Based Restricted Stock is also accounted for as vested, these Performance-Based Restricted Stock grants continue to be reported in the Outstanding Equity Awards table above because the performance condition has not been satisfied. However, if an NEO is terminated involuntarily for cause, the Time-Based Restricted Stock would be forfeited by him. | Option Exercises and Stock Vested in 20182019 |
The following table reflects information about the value realized by the NEOs on option award exercises and restricted stock vesting during 2018.2019. 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 | — | $ | — | | — | $ | — | Mark S. Scucchi | — | $ | — | | 16,619 | $ | 156,299 | Dennis L. Degner | — | $ | — | | 12,808 | $ | 114,521 | David P. Poole | — | $ | — | | 7,375 | $ | 35,769 | Alan W. Farquharson | — | $ | — | | 3,619 | $ | 17,552 | (1) There were no option awards exercised in 2019. (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 2016 through 2018, (ii) Matching Awards for 2017 through 2019 and Performance-Based Restricted Stock granted during 2016. 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 2019 by the closing price of our common stock on the applicable vesting date. Mr. Poole's and Mr. Farquaharson's value represents their Matching Award for 2019 which vested at the end of 2019. |
| | | Option Awards(1) | | Stock Awards(2) | | | | Number | | | | | | Number | | | | | | | | of Shares | | | | | | of Shares | | | | | | | | Acquired on | | | Value Realized | | | Acquired on | | | Value Realized | | | Name | | Exercise | | | on Exercise | | | Vesting | | | on Vesting | | | (a) | | (b) | | | (c) | | | (d) | | | (e) | | | Jeffrey L. Ventura | | | — | | | $ | — | | | | 196,213 | | | $ | 2,996,055 | | | Mark Scucchi | | | — | | | $ | — | | | | 10,476 | | | $ | 130,529 | | | Dennis L. Degner | | | — | | | $ | — | | | | 2,866 | | | $ | 32,858 | | | David P. Poole | | | — | | | $ | — | | | | 43,261 | | | $ | 660,942 | | | Roger S. Manny | | | — | | | $ | — | | | | 76,610 | | | $ | 1,170,702 | | | Ray N. Walker, Jr. | | | — | | | $ | — | | | | 79,535 | | | $ | 1,215,094 | | | Chad L. Stephens | | | — | | | $ | — | | | | 56,653 | | | $ | 865,480 | |
(1) | There were no option awards exercised in 2018. | (2) | The “Stock Awards” included in the vesting amounts shown in this table are from (i) Time-Based Restricted Stock Awards granted during 2018 for all NEO’s except Mr. Scucchi and Mr. Degner. Mr. Scucchi’s represents Time-Based Restricted Stock Awards granted during 2015 through 2017, (ii) Matching Awards for 2016 through 2018 and Performance-Based Restricted Stock granted during 2015. 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 2018 by the closing price of our common stock on the applicable vesting date. |
RANGE RESOURCES CORPORATION - 2020 Proxy Statement51
Back to Contents | Non-Qualified Deferred Compensation Plans |
Generally, our NEOs elect at the time they make their compensation deferrals into the deferred compensation plan whether to receive our matching contribution under such plan in cash or in the form of our common stock. Matching contributions up to 10% of our NEOs base salary paid during the calendar year generally vest over a three-year period, commencing with the year the matching contribution is made. Separate deferral elections may be made with respect to our NEOs bonus and salary. To the extent that our NEOs elected to receive a Matching Award, vesting of the Matching Award for 20162017 through 20182019 is reflected as to each respective NEO in the “OptionsExercisedandStockVestedTable” 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 Time-Based Restricted Stock and Matching 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. The Compensation Committee may elect to make discretionary contributions to the Active Deferred Compensation Plan on behalf of our NEOs. These contributions may be made in the form of the matching contributions described above. Any such discretionary contributions generally will be subject to vesting and any other terms specified by the Compensation Committee. 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. In addition, our NEOs will become fully vested in the matching contributions upon reaching age 65, death or disability (as defined in the Active Deferred Compensation Plan). Our NEOs will forfeit all discretionary or matching contributions, irrespective of the attainment of age 65, disability or death, if their employment with the Company terminates for gross misconduct or if they engage in unlawful business competition with the Company. As of December 31, 2018,2019, all of our NEOs are fully vested in their Matching Awards and their Time-Based Restricted Stock except Mr. Scucchi and Mr. Degner. 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 NEOs are entitled to direct the benchmark for returns on their deferred compensation generally in similar investment funds as are offered under our 401(k) Plan. However, Time-Based Restricted Stock Awards and Matching Awards may not be transferred out of our common stock until vesting of such awards. Participants can elect to invest contributions and matching contributions in the 401(k) Plan in common stock of the Company. RANGE RESOURCES CORPORATION -2019 Proxy Statement51
Benefits under the Active Deferred Compensation Plan will be paid at the time and form as previously specified by our NEOs in accordance with the requirements of Section 409A of the Code. Such amounts may be paid in the form of a single lump sum payment or annual installments over a period of up to 10 years. Time-Based Restricted Stock Awards and Matching Awards contributed to the 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 NEOs may change the time and/or form of payment, by making an election with the plan administrator at least one year before the date his/her 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 NEOs’ benefit commencement date by at least five years. In addition, the Active Deferred Compensation Plan permits our NEOs to obtain an earlier distribution in the event of “Hardship,” as defined under the Active Deferred Compensation Plan. The accompanying table reflects the activity during the 20182019 calendar year for each of our NEOs for the Frozen Deferred Compensation Plan shown as “F” in the table and the Active Deferred Compensation Plan shown as “A” in the table. RANGE RESOURCES CORPORATION - 2020 Proxy Statement52
Back to Contents 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 | | $ | 2,525,028 | (5) | | $ | (52,344) | (3) | | $ | — | | | | — | | | | | A | | | 92,492 | (6) | | | (4,475,122) | (4) | | | (1,059,222) | | | | — | | | TOTAL | | | | $ | 2,617,520 | | | $ | (4,527,466) | | | $ | (1,059,222) | | | $ | 7,424,629 | | | Mark Scucchi | | A | | $ | 257,888 | | | $ | 2,607 | (3) | | $ | — | | | | — | | | | | A | | | 36,201 | | | | (304,689) | (4) | | | (119,659) | | | | — | | | TOTAL | | | | $ | 394,089 | | | $ | (302,082) | | | $ | (119,659) | | | $ | 601,930 | | | Dennis L. Degner | | A | | $ | 602,824 | | | $ | (15,439) | (3) | | $ | — | | | | — | | | | | A | | | 34,688 | | | | (220,949) | (4) | | | (305,076) | | | | — | | | TOTAL | | | | $ | 637,512 | | | $ | (236,388) | | | $ | (305,076) | | | $ | 1,421,998 | | | David P. Poole | | A | | $ | 562,927 | (5) | | $ | (5,583) | (3) | | $ | — | | | | — | | | | | A | | | — | (6) | | | (759,028) | (4) | | | (367,857) | | | | — | | | TOTAL | | | | $ | 562,927 | | | $ | (764,611) | | | $ | (367,857) | | | $ | 1,322,153 | | | Roger S. Manny | | F | | $ | — | | | $ | 2,048 | (3) | | $ | — | | | | — | | | | | F | | | — | | | | (849) | (4) | | | (61,132) | | | | — | | | | | A | | | 987,245 | (5) | | | 36,567 | (3) | | | — | | | | — | | | | | A | | | — | (6) | | | (592,677) | (4) | | | (6,505,630) | | | | — | | | TOTAL | | | | $ | 987,245 | | | $ | (554,911) | | | $ | (6,566,762) | | | $ | — | | | Ray N. Walker, Jr. | | A | | $ | 987,245 | (5) | | $ | (83,990) | (3) | | $ | — | | | | — | | | | | A | | | 49,298 | (6) | | | (351,065) | (4) | | | (2,469,656) | | | | — | | | TOTAL | | | | $ | 1,036,543 | | | $ | (435,055) | | | $ | (2,469,656) | | | $ | 1,003,868 | | | Chad L. Stephens | | A | | $ | 698,704 | (5) | | $ | 494 | (3) | | $ | — | | | | — | | | | | A | | | 40,987 | (6) | | | (790,013) | (4) | | | (724,915) | | | | — | | | TOTAL | | | | $ | 739,691 | | | $ | (789,519) | | | $ | (724,915) | | | $ | 1,273,297 | |
(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 depreciation in the value of our common stock held in the Frozen and Active Deferred Compensation Plan accounts. As of December 31, 2018, the following numbers of shares of our common stock were held in our NEOs’ deferred compensation plan accounts – 672,477 shares by Mr. Ventura; 47,401 shares by Mr. Scucchi; 43,992 shares by Mr. Degner; 118,502 shares by Mr. Poole; 0 shares by Mr. Manny; 9,661 shares by Mr. Walker, and 34,257 shares by Mr. Stephens. | | | (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 fourth quarter 2017, all of our NEOs qualified for our post-retirement health care benefit and therefore, all vesting of equity grants was accelerated except for Mr. Scucchi and Mr. Degner. | | | (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 2018, all our NEOs except Mr. Poole and Mr. Manny 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 fourth quarter 2018, certain of our NEOs qualified for our post-retirement health care benefit and therefore all vesting of equity grants was accelerated. |
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 | $ | 2,299,998 | (5) | $ | 177,431 | (3) | $ | — | | — | | A | | — | (6) | | (4,286,898) | (4) | | (469,204) | | — | TOTAL | | $ | 2,299,998 | | $ | (4,109,467) | | $ | (469,204) | $ | 5,145,956 | Mark S. Scucchi | A | $ | 879,997 | (5) | $ | (6,160) | (3) | $ | — | | — | | A | | 43,039 | (6) | | (724,066) | (4) | | (102,874) | | — | TOTAL | | $ | 923,036 | | $ | (730,226) | | $ | (102,874) | $ | 734,905 | Dennis L. Degner | A | $ | 779,996 | (5) | $ | 76,767 | (3) | $ | — | | — | | A | | 40,995 | (6) | | (623,292) | (4) | | (722,918) | | — | TOTAL | | $ | 820,991 | | $ | (546,525) | | $ | (722,918) | $ | 1,014,547 | David P. Poole | A | $ | 1,089,039 | (5) | $ | 25,706 | (3) | $ | — | | — | | A | | 41,103 | (6) | | (1,118,329) | (4) | | (188,334) | | — | TOTAL | | $ | 1,130,142 | | $ | (1,092,623) | | $ | (188,334) | $ | 1,212,448 | Alan W. Farquharson | F | $ | — | | $ | 57,868 | (3) | $ | — | | — | | F | | — | | | (63,369) | (4) | | — | $ | 362,934 | | A | | 661,037 | (5) | | 84,497 | (3) | | — | | — | | A | | 37,348 | (6) | | (993,296) | (4) | | (242,364) | $ | 1,490,862 | TOTAL | | $ | 698,385 | | $ | (914,307) | | $ | (242,364) | $ | 1,853,796 | (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 depreciation in the value of our common stock held in the Frozen and Active Deferred Compensation Plan accounts. As of December 31, 2019, the following numbers of shares of our common stock were held in our NEOs’ deferred compensation plan accounts – 859,560 shares by Mr. Ventura; 129,565 shares by Mr. Scucchi; 126,326 shares by Mr. Degner; 204,849 shares by Mr. Poole; and 217,210 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 2019, 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 2019, all our NEOs except Mr. Ventura 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 2019, certain of our NEOs qualified for our post-retirement health care benefit and therefore, all have a one year vesting requirement. |
Voluntary contributions to our deferred compensation plans by our NEOs from salary, bonus and cash incentive awards from prior years have been reported in the Summary Compensation Tables for such prior years. Mr. Stephens has been participating in the deferred compensation plans since 1997. Messrs. Ventura and Manny began participating in 2003, Mr. Walker began participating in 2006, Mr. Poole in 2008, Mr. Scucchi in 2012, and Mr. Degner in 2014. 2014 and Mr. Farquharson in 1999. In the Non-Qualified Deferred Compensation Table, Time-Based Restricted Stock Awards granted during 20182019 are valued at the grant value fair value in accordance with current accounting guidance. Matching Awards are RANGE RESOURCES CORPORATION -2019 Proxy Statement52
reflected in the Summary Compensation Table (as “All Other Compensation”) during the year such awards are contributed to our deferred compensation plan, although such awards may be subject to future vesting. 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, 2018,2019, as reported by the administrator of the plans. | | | Rate of Return | | | | | | | Deferred | | | Investment Fund | | 401(k) Plan | | | Compensation Plan | | | American Beacon Small Cap Value – Institutional | | | (15.63) | % | | | — | | | Blackrock Global Allocation Fund, Inc. – Institutional Class | | | (7.37) | % | | | — | | | Deutsche Real Estate Securities I | | | (3.19) | % | | | — | | | Goldman Sachs Emerging Market Equity Insights Fund | | | (16.09) | % | | | — | | | J Hancock Disciplined Value Mid Cap I Fund | | | (14.74) | % | | | — | | | Janus Enterprise Fund Class T | | | (1.05) | % | | | — | | | MFS Growth Fund Class R4 | | | 2.59 | % | | | — | | | MFS International Diversification Fund Class R4 | | | (11.05) | % | | | — | | | T. Row Price New Era Fund | | | (16.21) | % | | | — | | | PIMCO Foreign Bond | | | 2.63 | % | | | — | | | PIMCO Income Fund Institutional Class | | | (1.98) | % | | | | | | PIMCO Real Return Fund – Institutional Class | | | 0.63 | % | | | — | | | Prudential Total Return – Q | | | (0.63) | % | | | — | | | T. Rowe Price Diversified Small Cap Growth | | | (6.86) | % | | | | | | T. Rowe Price International Discovery Fund | | | (17.47) | % | | | (17.47) | % | | T. Rowe Price Retirement Balance Investor | | | (3.27) | % | | | — | | | T. Rowe Price Retirement 2005 Fund | | | (3.26) | % | | | — | | | T. Rowe Price Retirement 2010 Fund | | | (3.61) | % | | | — | | | T. Rowe Price Retirement 2015 Fund | | | (4.17) | % | | | — | | | T. Rowe Price Retirement 2020 Fund | | | (4.94) | % | | | — | | | T. Rowe Price Retirement 2025 Fund | | | (5.62) | % | | | — | | | T. Rowe Price Retirement 2030 Fund | | | (6.28) | % | | | — | | | T. Rowe Price Retirement 2035 Fund | | | (6.87) | % | | | | | | T. Rowe Price Retirement 2040 Fund | | | (7.32) | % | | | — | | | T. Rowe Price Retirement 2045 Fund | | | (7.57) | % | | | — | | | T. Rowe Price Retirement 2050 Fund | | | (7.58) | % | | | — | | | T. Rowe Price Retirement 2055 Fund | | | (7.62) | % | | | — | | | T. Rowe Price Retirement 2060 Fund | | | (7.57) | % | | | — | | | T. Rowe Price Stable Value Fund | | | 2.14 | % | | | — | | | Vanguard Equity Income Investor Shares | | | (5.65) | % | | | (5.65) | % | | Vanguard Institutional Index | | | (4.42) | % | | | — | | | Vanguard Mid-Cap Index Admiral | | | (9.23) | % | | | (9.23) | % | | Vanguard REIT Index Admiral | | | (5.95) | % | | | — | | | Vanguard Small Cap Index Admiral | | | (9.31) | % | | | (9.31) | % | | Vanguard Total International Stock Index Admiral | | | (14.43) | % | | | (14.43) | % | | Vanguard Total Bond Index Admiral | | | (0.03) | % | | | — | | | BlackRock Global Allocation Fund Investor A | | | — | | | | (7.37) | % | | BlackRock Fed Fund Institutional | | | — | | | | 1.73 | % | | Calamos Growth & Income Fund – Class A | | | — | | | | (3.63) | % | | Cohen & Steers Real Estate Securities Fund | | | — | | | | (4.21) | % | | Diamond Hill Large Cap Fund | | | — | | | | (9.53) | % | | First Eagle Gold A | | | — | | | | (15.69) | % | | Goldman Sachs Emerging Markets Equity Insights A | | | — | | | | (16.09) | % | | Guggenheim Total Return Bond Fund | | | — | | | | 0.96 | % | | J. Hancock Disciplined Value Mid Cap A Fund | | | — | | | | (14.59) | % | | Janus Henderson Enterprise Fund | | | — | | | | (1.05) | % | | Nuveen Small Corp Value Fund Class R6 | | | — | | | | (20.47) | % | | Oppenheimer Global Fund Class A | | | — | | | | (13.21) | % | | PIMCO Income A Fund | | | — | | | | 0.63 | % | | PIMCO Real Return Fund – Class A | | | — | | | | (1.98) | % | | PIMCO International Bond Fund Class Small | | | — | | | | 2.63 | % | | Schwab International Core Energy Equity Fund | | | — | | | | (18.27) | % | | T. Rowe Price Institutional Large-Cap Growth | | | — | | | | 4.32 | % | | T. Rowe Price Q M U.S. Small-Cap Growth Equity Fund –I Class | | | — | | | | (6.72) | % | | Vanguard 500 Index FD Admiral | | | — | | | | (4.43) | % |
RANGE RESOURCES CORPORATION - 2020 Proxy Statement53
Back to Contents Investment Fund | | Rate of Return | | 401(k) Plan | | Deferred Compensation Plan | | American Beacon Small Cap Value – Institutional | | 23.51 | % | — | | Blackrock Global Allocation Fund, Inc. – Institutional Class | | 17.54 | % | — | | DWS RREEF Real Estate Securities Fund | | 29.60 | % | — | | Goldman Sachs Emerging Market Equity Insights Fund | | 13.69 | % | — | | J Hancock Disciplined Value Mid Cap I Fund | | 30.14 | % | — | | Janus Enterprise Fund Class T | | 35.06 | % | — | | MFS Growth Fund Class R4 | | 37.68 | % | — | | MFS International Diversification Fund Class R4 | | 26.02 | % | — | | PIMCO International Bond Fund | | 7.35 | % | — | | PIMCO Income Fund Institutional Class | | 8.05 | % | 8.05 | % | PIMCO Real Return Fund – Institutional Class | | 8.51 | % | 8.51 | % | PGIM Total Return Bond Fund Class R6 | | 11.14 | % | — | | T. Rowe Price Diversified Small Cap Growth | | 32.76 | % | | | T. Rowe Price International Discovery Fund | | 24.60 | % | 24.60 | % | T Rowe Price Government Money | | 1.72 | % | — | | T. Rowe Price New Era Fund | | 16.88 | % | — | | T. Rowe Price Retirement Balance Investor | | 15.31 | % | — | | T. Rowe Price Retirement 2005 Fund | | 15.08 | % | — | | T. Rowe Price Retirement 2010 Fund | | 16.16 | % | — | | T. Rowe Price Retirement 2015 Fund | | 17.40 | % | — | | T. Rowe Price Retirement 2020 Fund | | 19.37 | % | — | | T. Rowe Price Retirement 2025 Fund | | 20.95 | % | — | | T. Rowe Price Retirement 2030 Fund | | 22.48 | % | — | | T. Rowe Price Retirement 2035 Fund | | 23.70 | % | | | T. Rowe Price Retirement 2040 Fund | | 24.68 | % | — | | T. Rowe Price Retirement 2045 Fund | | 25.39 | % | — | | T. Rowe Price Retirement 2050 Fund | | 25.32 | % | — | | T. Rowe Price Retirement 2055 Fund | | 25.38 | % | — | | T. Rowe Price Retirement 2060 Fund | | 25.37 | % | — | | T. Rowe Price Stable Value Fund | | 2.25 | % | — | | Vanguard Equity Income Investor Shares | | 25.35 | % | 25.35 | % | Vanguard Institutional Index | | 31.46 | % | — | | Vanguard Money Market Reserves Inc. | | 2.14 | % | — | | Vanguard Mid-Cap Index Admiral | | 31.03 | % | 31.03 | % | Vanguard REIT Index Admiral | | 28.94 | % | — | | Vanguard Small Cap Index Admiral | | 27.37 | % | 27.37 | % | Vanguard Total International Stock Index Admiral | | 21.51 | % | 21.51 | % | Vanguard Total Bond Index Admiral | | 8.71 | % | — | | BlackRock Global Allocation Fund Investor A | | — | | 17.54 | % | BlackRock Fed Fund Institutional | | — | | 2.10 | % | Calamos Growth & Income Fund – Class A | | — | | 26.30 | % | Cohen & Steers Real Estate Securities Fund | | — | | 31.64 | % | Diamond Hill Large Cap Fund | | — | | 32.34 | % | First Eagle Gold A | | — | | 38.98 | % | Goldman Sachs Emerging Markets Equity Insights A | | — | | 13.69 | % | Guggenheim Total Return Bond Fund | | — | | 4.69 | % | J. Hancock Disciplined Value Mid Cap A Fund | | — | | 30.28 | % | Janus Henderson Enterprise Fund | | — | | 35.06 | % | Nuveen Small Corp Value Fund Class R6 | | — | | 17.52 | % | Invesco Oppenheimer Global Fund Class R6 | | — | | 32.09 | % | PIMCO International Bond Fund Class Small | | — | | 7.35 | % | Schwab International Core Energy Equity Fund | | — | | 19.17 | % | T. Rowe Price Institutional Large-Cap Growth | | — | | 28.49 | % | T. Rowe Price Q M U.S. Small-Cap Growth Equity Fund –I Class | | — | | 32.93 | % | Vanguard 500 Index FD Admiral | | — | | 31.46 | % |
RANGE RESOURCES CORPORATION -20192020 Proxy Statement 5354
Back to Contents Potential Payments upon Termination and Change in Control |
There are no employment agreements currently in effect between us and any of our NEOs. Our NEOs are not covered under any general severance plan. In the event any 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 NEOs, may be entitled to receive certain payments and benefits if there is a Change in Control and a member of the Management Group is terminated other than for Cause or resigns for Good Reason (each an “Involuntary Termination” with individual terms defined below). These potential severance payments are considered “double-trigger” change in control arrangements, as a termination alone, or a Change in Control alone, will not result in severance payments becoming due; the termination of employment and the Change in Control event must occur together prior to amounts becoming due under the Management CIC Plan. Specifically under our Management CIC Plan, if a member of our Management Group leaves the Company as a result of an Involuntary Termination during the Protection Period, the participant will receive (a) a lump sum cash payment equal to (i) such person’s Benefit Multiple (which is set forth in the table below with respect to our NEOs) multiplied by (ii) the sum of (A) the participant’s Base Salary (as defined below) plus (B) the participant’s Bonus (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”). 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 NEOs can be found below. Our Management CIC Plan also provides that, upon a Change in Control, all non-vested long-term equity incentive awards held by members of our Management Group, including our NEOs, will vest. In addition, any long-term equity-incentive awards that vest and that provide for exercise by the participant will remain exercisable following an Involuntary Termination or any termination due to death or Disability on or after a Change in Control for the lesser of (i) the remaining term of the award or (ii) one year following the latest to occur of (A) the participant’s termination of employment, (B) in the event of a termination of employment in anticipation of a Change in Control, the actual occurrence of or consummation of such Change in Control, or (C) in the event of a Change in Control as a result of approval by the stockholders of our Company of a reorganization, merger, consolidation or other disposition of all or substantially all of our assets or an acquisition of the assets or stock of another corporation, the consummation of such transaction. Following a termination of employment that is not an Involuntary Termination or a termination due to death or disability, other than a termination for Cause, any long-term equity-incentive award that vests and that provides for exercise by the participant will be exercisable for the lesser of (i) the remaining term of the award or (ii) 30 days following such termination of employment. Upon a termination of employment for Cause, any long-term equity-incentive awards will terminate and no longer be exercisable at the time of a final determination that Cause exists. In connection with the delivery of the Cash Payments under our Management CIC Plan, each member of our Management Group is required to execute and deliver to us a release that generally releases and discharges our Company (and its related entities and agents) from any and all claims (with certain limited exceptions) existing at any time prior to execution of the release. Our Management CIC Plan also contains non-disparagement provisions pursuant to which each member of our Management Group and our Company have agreed not to disparage one another during the term of such person’s employment and thereafter. Violation of the non-disparagement provisions entitles the wronged party to complete relief including injunctive relief, damages, and/or termination or return of payments made under our Management CIC Plan. 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 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. Mr Scucchi and Mr. DegnerAll 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; |
RANGE RESOURCES CORPORATION -20192020 Proxy Statement 5455
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) (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. | | | (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. | | | (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. |
“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 occurence 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 NEOs as of December 31, 2018,2019, assuming, as applicable, that a Change in Control occurred and each of our NEOs were terminated without Cause effective December 31, 2018.2019. For these purposes, our common stock price was assumed to be $9.57$4.85 which was the closing price of our common stock on December 31, 2018.2019. The amounts below have been calculated using assumptions that we believe are reasonable. For purposes of the Section 280G calculation, it is assumed that no amounts will be treated as attributable to reasonable compensation and no value will be attributed to our NEO executing a non-compete agreement. The amount of the 4999 Excise Tax gross-up, if any, will change based upon when the NEO’s employment with our Company is actually terminated because the amount of compensation subject to Section 280G of the Code will change. Any actual payments that may be made pursuant to the arrangements described above are dependent on various factors, which may or may not exist at the time a Change in Control actually occurs and any of our NEOs are actually terminated. | | | Potential Change in Control Payments(5) | | | | | | | | | | Value of | | | | | | Potential | | | | | | | | Benefit | | Cash | | | Accelerated | | | Value of | | | Excise Tax | | | | | | | Multiple | | Payments(1) | | | Awards(2) | | | Benefits(3) | | | Gross Up(4) | | Total | | | Jeffrey L. Ventura | | | 3X | | $ | 6,377,457 | | | $ | 5,460,418 | | | $ | 119,531 | | | N/A | | $ | 11,957,406 | | | Mark S. Scucchi | | | 2X | | $ | 1,090,667 | | | $ | 354,149 | | | $ | 62,696 | | | N/A | | $ | 1,507,512 | | | Dennis L. Degner | | | 2X | | $ | 1,041,760 | | | $ | 658,372 | | | $ | 66,608 | | | N/A | | $ | 1,766,740 | | | David P. Poole | | | 2X | | $ | 1,397,835 | | | $ | 1,266,606 | | | $ | 75,877 | | | N/A | | $ | 2,740,318 | | | Chad L. Stephens(5) | | | 2X | | $ | 1,524,129 | | | $ | 1,571,421 | | | $ | 74,400 | | | N/A | | $ | 3,169,950 | |
(1) | Represents cash payments equal to Base Salary and Bonus, determined as of December 31, 2018, multiplied by the applicable Benefit Multiple. Such calculation averages the prior three bonuses paid as of December 31, 2018 which would be for the years 2015, 2016 and 2017. | | | (2) | Assumes no acceleration of vesting of awards for Mr. Ventura, Mr. Poole or Mr. Stephens even though they are retirement-eligible. 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, 2018, at the 2018 year end price of the common stock of $9.57. Performance shares based on TSR assumes payout of 0% of target for shares granted in 2016, and 20% of target for shares granted in 2017 and 100% of target for shares granted in 2018. Performance shares based on an internal metrics are assumed to pay out at 108% for shares granted in 2017 and 133% for shares granted in 2018. | | | (3) | Represents the value of the continuation of medical, dental, life, disability, and other insurance benefits for a period of one year multiplied by the applicable Benefit Multiple assuming a 5% increase per year terminating at the end of the second calendar year following the year of termination. | | | (4) | Represents the amount of the 4999 Excise Tax gross-up payment necessary to result in our NEOs receiving the total Change in Control Payments. No 4999 Excise Tax gross – up payment would have been required as of December 31, 2018. | | | (5) | Mr. Manny and Mr. Walker retired during 2018 and therefore have no termination values as of December 31, 2018. Mr. Stephens retired as of December 31, 2018. |
RANGE RESOURCES CORPORATION -20192020 Proxy Statement 5556
Back to Contents | 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 | $ | 6,607,000 | $ | 3,462,149 | $ | 123,369 | N/A | $ | 10,192,518 | Mark S. Scucchi | 3X | $ | 2,201,400 | $ | 869,382 | $ | 72,191 | N/A | $ | 3,142,972 | Dennis L. Degner | 3X | $ | 2,092,284 | $ | 783,938 | $ | 74,915 | N/A | $ | 2,951,137 | David P. Poole | 3X | $ | 2,257,250 | $ | 1,067,321 | $ | 83,095 | N/A | $ | 3,407,666 | Alan W. Farquharson | 3X | $ | 2,052,048 | $ | 720,244 | $ | 65,034 | N/A | $ | 2,837,326 | (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, 2019, multiplied by the applicable Benefit Multiple. Such calculation averages the higher of (1) the prior three bonuses paid as of December 31, 2019 which would be for the years 2016, 2017 and 2018 or (2) the target bonus as of December 31, 2019. (3) Assumes no acceleration of vesting of awards for Mr. Ventura, Mr. Poole or Mr. Farquharson even though they are retirement-eligible. 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, 2019, at the 2019 year end price of the common stock of $4.85. Performance shares based on TSR assumes payout of 30% of target for shares granted in 2017, and 0% of target for shares granted in 2018 and 0% of target for shares granted in 2019. Performance shares based on an internal metrics are assumed to pay out at 150% for shares granted in 2018 and 117% for shares granted in 2019. (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 result in our NEOs receiving the total Change in Control Payments. No 4999 Excise Tax gross – up payment would have been required as of December 31, 2019. |
Our employees who are not covered in 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 409A of the Code. The balance of the accounts of our NEOs under the Deferred Compensation Plans as of December 31, 20182019 is set forth in column (f) of the Non-Qualified Deferred Compensation Table. The calculation of the tax gross-ups assumes, pursuant to the terms of the Deferred Compensation Plans, a 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 NEOs with respect to their Active Deferred Compensation Plan accounts (identified by an “A”) with respect to an accelerated distribution as of December 31, 2018,2019, are as follows: Mr. Ventura — $5,159,488$3,711,096 (A); Mr. Scucchi — $440,724$547,778 (A); Mr. Degner — $1,064,021$751,612 (A); Mr. Poole — $918,784$893,662 (A); Mr. Farquhason — $1,347,490 (A). RANGE RESOURCES CORPORATION - 2020 Proxy Statement57 Other Post-Employment Payments |
Back to Contents Upon the death, Disability (which definition is the same as the definition under the Management CIC Plan) or retirement of a NEO or any other employee, certain unvested Time-Based Stock Awards and Performance-Based Stock Awards vest under the terms of the award grant. Upon Disability, all employees are covered under a group compensation continuation plan. The group disability coverage provides for compensation continuance of 60% of an employee’s salary and bonus up to a maximum of $180,000 per year until his or her 65thbirthday. All of our NEOs 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 NEO. The percent of coverage varies depending on when the policy was put in place for each 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 NEO assuming that he became disabled as of December 31, 20182019 under the policies currently in effect until he attained the age of 65 years old. The table also summarizes the value of the Time-Based Restricted Stock Awards, Matching Awards and Performance-Based Restricted Stock Awards which would vest upon the death, disability or retirement assuming that such events occurred on December 31, 20182019 based on the value of the Company’s common stock on that date of $9.57.$4.85. Retirement is defined as reaching the age of 65 years old. This calculation assumes no acceleration of equity awards. | | | | | | Benefit | | | | | | Value of | | | | | | | | Continuance | | | Value of | | | Accelerated | | | | | | | | Under | | | Accelerated | | | Vesting of | | | | | | | | Executive | | | Vesting of Stock | | | Performance | | | | | Annual Salary | | | Disability Plan | | | Awards | | | Awards | | | Jeffrey L. Ventura | | $ | 925,000 | | | $ | 1,546,200 | | | $ | 2,882,398 | | | $ | 2,578,020 | | | Mark S. Scucchi | | $ | 415,000 | | | $ | 408,600 | | | $ | 238,695 | | | $ | 115,454 | | | Dennis L. Degner | | $ | 350,000 | | | $ | 417,000 | | | $ | 315,207 | | | $ | 343,165 | | | David P. Poole | | $ | 398,000 | | | $ | 486,000 | | | $ | 675,307 | | | $ | 591,299 | |
RANGE RESOURCES CORPORATION -2019 Proxy Statement56
| 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 | $ | 1,819,200 | $ | 1,908,399 | $ | 1,553,750 | Mark S. Scucchi | $ | 435,000 | $ | 654,000 | $ | 525,969 | $ | 343,413 | Dennis L. Degner | $ | 435,000 | $ | 626,400 | $ | 562,588 | $ | 221,350 | David P. Poole | $ | 415,000 | $ | 609,960 | $ | 726,409 | $ | 340,912 | Alan Farquharson | $ | 376,000 | $ | 570,000 | $ | 479,444 | $ | 240,800 |
Equity Compensation Plan Information |
The following table reflects information regarding equity compensation awards outstanding and available for future grants as of December 31, 20182019 and March 22, 2019,27, 2020, segregated between equity compensation plans approved by our stockholders and equity compensation plans not approved by our stockholders(1): 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) | | | | | | | | | | securities | | | | | | | | | | remaining | | | | | Number of | | | | | available for | | | | | securities to | | Weighted | | | future issuance | | | | | be issued upon | | average exercise | | | under equity | | | | | exercise of | | price of | | | compensation | | | | | outstanding | | outstanding | | | plans (excluding | | | | | options/warrants | | options/warrants | | | securities in | | | | | and rights | | and rights | | | column (a)) | Plan Category | | Date | | (a) | | (b) | | | (c) | Equity compensation plans approved by security holders | 12/31/19 | 12/31/18 | | 4,033,1975,802,476(2) | $ | $—(4) | 81.74(3) | | | 3,315,0258,811,956 | 3/27/20 | 10,043,563(3) | 3/22/19$ | | 6,368,082—(4) | | $ | —(5) | | | 335,6213,626,320 | Equity compensation plans not approved by security holders(6)(5) | 12/31/19 | 12/31/18N/A | | N/A | | | N/A | | | N/A | 3/27/20 | N/A | 3/22/19 | N/A | N/A | | | N/A | | | N/A |
| Includes shares reserved to be issued pursuant to restricted stock units and performance-based stock awards. Shares for performance-based stock awards are included assuming target payout, but may be paid out at more or lesser amounts, or not at all, according to achievement of performance goals. | | | | Includes approximately 1,104 shares related to SARs, 2.43.8 million shares related to RSUs and 1.62.1 million shares representing the target number of performance units that may be earned, assuming the target payout level is achieved. | | | | Weighted average exercise price of 1,104 SARs outstanding. | | | (4) | Includes approximately 4.26.6 million shares related to RSUs and 2.23.4 million shares representing the target number of performance units that may be earned, assuming the target payout level is achieved. | | | (5) | (4) We no longer have any options outstanding. | | | (6) | (5) There are no equity compensation plans, as defined by the NYSE, which have not been approved by our stockholders. |
RANGE RESOURCES CORPORATION -20192020 Proxy Statement 5758
Back to Contents RATIFICATION OF THE APPOINTMENT OF ERNST & YOUNG LLP AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM The 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, 2020 and our internal controls over financial reporting and our Board of Directors has ratified that selection. From fiscal years 2003 through 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 2020 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 2020. 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. | The Board of Directors recommends a vote FOR Proposal 3 |
PROPOSAL 3 | APPROVAL OF OUR 2019 EQUITY BASED COMPENSATION PLAN |
RANGE RESOURCES CORPORATION - 2020 Proxy Statement59
Back to Contents The 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. The 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. The Audit Committee is composed of four non-employee 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 the Audit Committee are “independent” as required by the NYSE. Ms. Cline was designated as the “audit committee financial expert” primarily, but not solely, due to her experience as a CFO and prior public accounting experience. In addition, each of the other members of the Audit Committee, namely Ms. Dorman, Mr. Dub and Mr. Maxwell, all 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 2019, 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. The Audit Committee held 6 meetings during 2019 including two in person meetings at which 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, 2018, discussion of our 2019 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 the Audit Committee, management and Ernst & Young LLP. The Audit Committee discussed with our independent registered public accounting firm the overall scope and plans for their audit. The 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. The Audit Committee has reviewed and discussed the audited consolidated financial statements for the year ended December 31, 2019 with management and Ernst & Young LLP. 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. 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 the Audit Committee discussed with them its independence from our Company. When considering Ernst & Young LLP’s independence, the 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. The Audit Committee also reviewed the amount of fees paid to Ernst & Young LLP for audit, audit-related, tax and non-audit services. The Audit Committee is directly responsible for the appointment, compensation, retention and oversight of our independent accountants. 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 the Audit Committee Charter, the Audit Committee recommended to our Board of Directors that our audited consolidated financial statements for the year ended December 31, 2019 be included in our Annual Report on Form 10-K filed with the SEC. We are askingseeking our stockholders’ ratification of the appointment of Ernst & Young LLP to audit our financial statements and effectiveness of internal control over financial reporting for 2020 at the Annual Meeting. The Audit Committee and the Board believe the appointment of Ernst & Young LLP as our independent auditor for 2020 is in our best interests and in the best interests of our stockholders. The members of the 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 the 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, the 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, the 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 the Audit Committee. Brenda A. Cline, Chair
Anthony V. Dub
Margaret K. Dorman
Greg G. Maxwell RANGE RESOURCES CORPORATION - 2020 Proxy Statement60
Back to Contents The 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, 2020 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 3. Representatives of Ernst & Young LLP are expected to be present at our annual 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 2019 and 2018 was Ernst & Young LLP. The fees billed to us by Ernst & Young LLP are shown in the table below. | Year Ended December 31, | 2019 | 2018 | Audit Fees | $ | 3,103,335 | $ | 2,885,245 | Audit Related Fees | | - | | 2,165 | Tax Fees | | 42,350 | | 85,039 | TOTAL | $ | 3,145,685 | $ | 2,972,449 |
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. The 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 2019 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 2019 occurred during the regularly scheduled meetings of the Audit Committee or by other means of communication between management and the Audit Committee. RANGE RESOURCES CORPORATION - 2020 Proxy Statement61
Back to Contents SEEK AUTHORIZATION TO INCREASE THE NUMBER OF SHARES OF COMMON STOCK ISSUABLE UNDER THE 2019 EQUITY-BASED COMPENSATION PLAN At the 2020 Annual Meeting, our stockholders are being asked to approve a new equity plan. The newan Amended and Restated 2019 Equity BasedEquity-Based Compensation Plan (the “2019"2019 Equity Plan”Plan") that will provide 8,000,000 newincrease the number of shares of common stock authorized for equity awardsissurance under the plan from 8,000,000 to our employees and directors.11,000,000 (an increase of 3,000,000 shares). Our Board approved the amendment, subject to stockholder approval at the Meeting. 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 of our 2019 Equity Based Compensation Plan.this amendment.  | The Board of Directors recommends a vote FOR Proposal 34
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Back to Contents Overview of the 2019 Equity Based Compensation Plan |
TheOur Board recommends that stockholders approveapproval of the Amended and Restated 2019 Equity-Based Compensation Plan ("the 2019 Equity Plan") to increase the number of shares authorized for issurance under the plan. The proposed increase to would enable the continued use of the 2019 Equity Plan in order to attractfor stock-based grants and retain our employees and directors and to continue to alignawards consistent with the interestsobjectives of our stockholders with management. The Board and Compensation Committee considered whether to adopt a new equity plan or to amend the 2005 Equity Based Compensation (the “2005 Equity Plan”) Plan which has approximately 336,000 shares remaining available for issuance. The Compensation Committee determined that creating a new equity Plan with 8,000,000 shares to meet future requirements would be preferable. After discussion, the Board and Compensation Committee believe that adopting a new plan, rather than amending the 2005 Equity Plan, would provide for a new framework that is aligned with the current status and outlook of the Company’s management and Board.
compensation program. The most significant changes contained in the 2019 Equity Plan include: • | Express prohibitions on repricinguse of stock-based grants and cash buyouts of options; | | | • | No excise tax gross ups; | | | • | Minimum vesting of one year; | | | • | No share recycling for full value or appreciation awards; and | | | • | No discretion on treatment of grants if there is a change in control. |
The 2019 Equity-Based Compensation Plan Includes Features to Protect Stockholder Interests
The 2019 Equity Plan includes a number of provisions that we believe promote best compensation and governance practices. These provisions include, but are not limited to, the following:
Reasonable Share Counting Provisions.In general, when awards granted under the 2019 Equity Plan are forfeited or canceled, the shares reserved for those awards would be returned to the share reserve and be available for future awards. However, shares of common stock that were withheld via the payment of tax withholding obligation in connection with any award, as well as shared covered by awards that are settled in cash rather than shares, would not be returned to the share reserve.
Minimum Vesting Requirements. Other than a change in control situation or the death or disability of a participant, the minimum vesting period over which awards under the 2019 Equity Plan shall vest is one year fromcontinues to be an important part of our compensation program. Of the date the award is granted. Generally, no portion of any award may vest or become exercisable earlier than the first anniversary of the date such award is granted provided that, the Committee, may at its discretion provide for full or partial acceleration of the vesting provisions. The minimum vesting requirement shall not apply: (i) with respect to 5% of the Share Reserve (such 5% being the “Carve Out Exception”) 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.
No Evergreen Provision. There is no “evergreen” feature pursuant to which the8,000,000 shares currently authorized for issuance under the 2019 Equity Plan could be automatically replenished.plan, 3,539,517 shares remain available for future grant or award as of March 27, 2020. We do not believe this leaves sufficient shares available for more than one additional year of grants and awards.
Continued Broad-Based Eligibility for Equity Awards. The 2019 Equity Plan would continue to permit us to grant equity awards to all of our employees, as we have in the past. By doing so, we link employee interests with stockholder interests throughout the organization and motivate our employees to act as owners of the business.
No automatic grants. The 2019 Equity Plan would not provide for automatic grants to any participant.
No Tax Gross-ups. The 2019 Equity Plan would not provide for any tax gross-ups.
Clawback Policies. Unless otherwise determined by the Compensation Committee, all awards under the 2019 Equity Plan would be subject to any “clawback” or similar policies relating to the recovery of compensation that we may adopt from time to time, or that may be required by applicable law or stock exchange listing requirement.
Stockholder Approval for Material Amendments.All material amendments to the 2019 Equity Plan must be approved by our stockholders.
Administered by Independent Committee.The 2019 Equity Plan would be administered by our Compensation Committee, which is composed entirely of independent directors.
RANGE RESOURCES CORPORATION -2019 Proxy Statement59
Determination of the Number of Shares Reserved for Issuance Under the 2019 Equity Plan
The Compensation Committee has determined that 8,000,000 shares of common stock would be reserved for issuance under the 2019 Equity Plan and will be the maximum aggregate number of shares that may be issued pursuant to awards under the 2019 Equity Plan.
In assessingincreasing the number of shares to be authorized for issuance under the 2019 Equity Plan the Compensation Committee considered, among other things, our compensation philosophy and practices, our anticipated compensation needs, our historic burn rate, overhang and dilution and the publicly-available position of certain stockholder advisory firms and institutional investors.
The Compensation Committee also considered the historical amounts of equity awards granted by Company in the past three years and our projections for the coming year based on approximately 248.0 million fully diluted3,000,000 shares, outstanding. The Compensation Committee also considered the historical amounts of equity awards granted by Company in the past three years and our projections for the coming year based on the Company’s current employee headcount. In 2016, 2017 and 2018, the Company made equity awards, including a targeted number of shares performance-based unit awards, representing a total of 1.4 million, 1.5 million and 2.8 million, respectively. The Company’s burn rate was 2.21% in 2018 and 1.24% in 2017. The Compensation Committee also considered it has been eight years since the stockholders have voted on an increase to the number of shares6,539,517 would be available for future issuance under the 20052019 Equity Plan.
The Board believes that the dilutive effect of our equity compensation generally has been low, relative to our industry and peer group. We also believe our compensation practices are consistent with those in our industry.
Reasons for Adopting a New Plan and for Seeking Stockholder Approval
Equity Awards are a Key Part of our Compensation Program for Employees Generally
Our Compensation Committee believes that equity compensation has been and will continue to be a critical component of our compensation program because it develops a culture of ownership among our employees and aligns their interests with the interests of our stockholders. Unlike many organizations, we have a practice of granting equity-based awards throughout our organization, believing that we will succeed if our employees feel invested in us, our business and our future. We continue to believe that equity awards are central to our employment value proposition and is necessary for us to continue to compete for top talent.
Our Equity Program is Designed to Incentivize Performance
As noted above, our broad-based equity program generally provides for equity awards to all employees. Many of our equity grants are in the form of restricted stock units where additional value is created if our stock price increases from the grant date. Our equity grants are also in the form of performance share units. The units are two types with one type tied to stock performance based on the relative performance of our common stock against a peer group with no units vesting unless our stock is in at least the 50thpercentile at the end of the performance period. The other type of performance unit is tied to internal metrics of reserve and production growth per share (debt adjusted). The performance units can expire unvested or vest in an amount up to 200% of the target number of units, depending on the company’s performance.
Summary of Material Terms of 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. RANGE RESOURCES CORPORATION -2019 Proxy Statement60
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 March 22, 2019, if the 2019 Equity Plan were in place, approximately 800 employees and seven non-employee directors would be eligible to participate in the 2019 Equity Plan.January 1, 2020, we had 655 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. • | Stock Options. The Compensation Committee may grant options to purchase shares of common stock that are incentive stock options (“ISO’s”), which are eligible for the special tax treatment described below, or nonstatutory stock options. 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. | | | • | Stock Appreciation Rights (“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. | | | • | Restricted Stock. 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, including 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. | | | • | Phantom Stock Award. 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. | | | • | Bonus Stock and Awards in Lieu of Company Obligations. The Compensation 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 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. | | | • | Performance and Annual Incentive Awards. 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. | | | • | Other Awards. 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. |
• 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, including 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 - 2020 Proxy Statement63
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 a 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. RANGE RESOURCES CORPORATION -2019 Proxy Statement61
Corporate Transactions ChangeinControl. Upon changea Change in control,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 optionsoptions; (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 the 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 which the stock may then be listed or quoted. RANGE RESOURCES CORPORATION - 2020 Proxy Statement64
Back to Contents Duration of the 2019 Equity Plan The 2019 Equity Plan will becomebecame effective upon approval of the plan by vote of our stockholders, which is scheduled forwas 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 (a)(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. RANGE RESOURCES CORPORATION -2019 Proxy Statement62
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. Equity Compensation Plan Information
The following table provides information about the securities authorized for issuance under the Company’s equity compensation plan as of March 22, 2019:
| | | | | | | | Number of | | | | | | | | | securities | | | | | | | | | remaining | | | | | Number of | | | | available for | | | | | securities to | | Weighted | | future issuance | | | | | be issued upon | | average exercise | | under equity | | | | | exercise of | | price of | | compensation | | | | | outstanding | | outstanding | | plans (excluding | | | | | options/warrants | | options/warrants | | securities in | | | | | and rights | | and rights | | column (a)) | Plan Category | | Date | | (a) | | (b) | | (c) | Equity compensation plans approved by security holders | | 3/22/19 | | 6,368,082(1) | | $ —(2) | | 335,621 |
(1) | Includes shares reserved to be issued pursuant to restricted stock units and performance-based stock awards. Shares for performance-based stock awards are included assuming target payout, but may be paid out at more or lesser amounts, or not at all, according to achievement of performance goals. Includes approximately 4.2 million shares related to RSUs and 2.2 million shares representing the target number of performance units that may be earned, assuming the target payout level is achieved. | | | (2) | We no longer have any options outstanding. |
RANGE RESOURCES CORPORATION -2019 Proxy Statement63
PROPOSAL 4 | RATIFICATION OF THE APPOINTMENT OF ERNST & YOUNG LLP AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM |
The 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, 2019 and our internal controls over financial reporting and our Board of Directors has ratified that selection. From fiscal years 2003 through 2018, 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 2019 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.
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 for the ratification of the appointment of Ernst & Young LLP as our independent registered public accounting firm for 2019. 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.
 | The Board of Directors recommends a vote FOR Proposal 4 |
RANGE RESOURCES CORPORATION - 2019 Proxy Statement64 Report of the Audit Committee |
The 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. The 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. The Audit Committee is composed of three non-employee 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 the Audit Committee are “independent” as required by the NYSE. Ms. Cline was designated as the “audit committee financial expert” primarily, but not solely, due to her experience as a CFO and prior public accounting experience. In addition, each of the other members of the Audit Committee, namely Mr. Dub and Mr. Maxwell, all qualify as a “financial expert” under the applicate 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 2018, 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.
The Audit Committee held 5 meetings during 2018 including two in person meetings at which 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, 2017, discussion of our 2018 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 the Audit Committee, management and Ernst & Young LLP. The Audit Committee discussed with our independent registered public accounting firm the overall scope and plans for their audit. The 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. The Audit Committee has reviewed and discussed the audited consolidated financial statements for the year ended December 31, 2018 with management and Ernst & Young LLP. 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. 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 the Audit Committee discussed with them its independence from our Company. When considering Ernst & Young LLP’s independence, the 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. The Audit Committee also reviewed the amount of fees paid to Ernst & Young LLP for audit, audit-related, tax and non-audit services.
The Audit Committee is directly responsible for the appointment, compensation, retention and oversight of our independent accountants. 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 the Audit Committee Charter, the Audit Committee recommended to our Board of Directors that our audited consolidated financial statements for the year ended December 31, 2018 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 2019 at the Annual Meeting. The Audit Committee and the Board believe the appointment of Ernst & Young LLP as our independent auditor for 2019 is in our best interests and in the best interests of our stockholders.
The members of the 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 the 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, the 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, the 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 the Audit Committee.
Brenda A. Cline, Chair
Anthony V. Dub
Greg G. Maxwell
RANGE RESOURCES CORPORATION - 20192020 Proxy Statement 65
Independent Registered Public Accountants |
The 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, 2019 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.
Representatives of Ernst & Young LLP are expected to be present at our annual 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 2018 and 2017 was Ernst & Young LLP. The fees billed to us by Ernst & Young LLP are shown in the table below.
| | Year Ended December 31, | | | | 2018 | | | 2017 | | | Audit Fees | | $ | 2,885,245 | | | $ | 2,966,994 | | | Audit Related Fees | | | 2,165 | | | | 2,160 | | | Tax Fees | | | 85,039 | | | | 85,737 | | | TOTAL | | $ | 2,972,449 | | | $ | 3,054,891 | |
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.
Pre-Approval Policy and Procedures |
The 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 2018 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 2018 occurred during the regularly scheduled meetings of the Audit Committee or by other means of communication between management and the Audit Committee.
RANGE RESOURCES CORPORATION - 2019 Proxy Statement66
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 20202021 ANNUAL MEETING Any stockholder desiring to present a stockholder proposal at our 20202021 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 7, 2019.6, 2020. All such proposals should be in compliance with the SEC regulations and our 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 by-laws, any stockholder entitled to vote at our 20202021 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 20202021 annual meeting only if written notice of such stockholder’s intent is given in accordance with the requirements of our 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 13, 202011, 2021 and no earlier than January 14, 2020.12, 2021. Pursuant to Rule 14a-4(c) of the 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 20202021 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 13 2020,11, 2021, and the stockholder satisfies the other requirements of Rule 14a-4(c)(2). If we first receive notice of such matter after February 13, 2020,11, 2021, and the matter nonetheless is permitted to be presented at the 20202021 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 20202021 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 - 20192020 Proxy Statement 6766 FREQUENTLY ASKED QUESTIONS AND ANSWERS Proxy Materials and Voting Information |
We are providing these materials in connection with the solicitation by Range’s Board of Directors of proxies to be voted at our 20192020 Annual Meeting and at any adjournment or postponement of the Meeting. The Meeting will take place on May 15, 2019,13, 2020, beginning at 8:00 a.m., Central Time, at The Worthington Renaissance Hotel, Bur Oak Room, 200 Main Street, Fort Worth, Texas 76102.Texas. | 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 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 thebeneficialownerof these shares. Becauseabeneficialownerisnotthestockholderofrecord,youmaynotvotethesesharesinpersonatthemeetingunlessyouobtainaproxyfromthebroker,trusteeornomineethatholdsyourshares,givingyoutherighttovotethesharesatthemeeting.Yourbroker,trusteeornomineehasenclosedorprovidedvotinginstructionsforyoutouseindirectingthebroker,trusteeornomineehowtovoteyourshares. | 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.Toallowsufficienttimeforvotingbythetrustee,yourvotinginstructionsmustbereceivednolaterthan11:59p.m.,EasternTime,onMay 12, 2019.10,2020. | 4. | What different methods can I use to vote? |
VotingInPerson. Shares held in your name as the stockholder of record may be voted in person at the Meeting.Sharesheldbeneficiallyinstreetnamemaybevotedinpersononlyifyouobtainaproxyfromthebroker,trusteeornomineethatholdsyoursharesgivingyoutherighttovotetheshares. Even if you plan to attend the 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. 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 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 -20192020 Proxy Statement 6867
Back to Contents | 5. | What are my voting choices for each of the proposals to be voted at the 2019 Annual Meeting of Stockholders and what are the voting standards? |
Proposal | | 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) | Proposal2. | AdvisoryVotetoApproveExecutiveCompensation | | | vote in favor of specific nominees; | | | | | | • | vote against all nominees; | | | | | | • | vote against specific nominees; | | | | | | • | abstain from voting with respect to allnominees; or | | | | | | • | abstain from voting with respect to specific nominees. | | | | | | | The Board recommends a vote FOR eachof 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. TheBoardrecommendsavoteFORtheadvisoryproposaltoapproveexecutivecompensation. | | Majority of shares present and entitled to vote | Proposal3. | RatificationoftheAppointment
ofErnst&YoungLLP | | vote in favor of the ratification; • vote against the advisory proposal;ratification; or | | | | | | abstain from voting on the advisory proposal.ratification. TheBoardrecommendsavoteFORtheratification. | | | | | | | The Board recommends a vote FOR theadvisory proposal to approve executivecompensation. | | | Proposal 3. | To Consider and Vote on the 2019 Equity Based Compensation Plan | | • | vote in favor of the proposal; | | Majority of shares present and entitled to vote | Proposal4. | Seekauthorizationtoincreasethenumberofsharesofcommonstockissuableunderthe2019EquityBasedCompensationPlan | | vote against the proposal; or | | | | | • | abstain from voting. | | | | | | | The Board Recommends a vote FORthe proposal. | | | Proposal 4. | Ratification of the Appointment of Ernst & Young LLP | | • | vote in favor of the ratification;proposal; • vote against the proposal; or • abstain from voting on the proposal. TheBoardrecommendsavoteFORtheproposal. | | Majority of shares present and entitled to vote | | | • | vote against the ratification; or | | | | | • | abstain from voting on the ratification. | | | | | | | The Board recommends a vote FOR theratification. | | |
| 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-DiscretionaryItems. The election of directors, the advisory vote concerningto approve executive compensation and the proposal to increase the number of shares authorized under the 2019 Equity Plan, proposal, 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. | 7. | How are abstentions and broker non-votes counted? |
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. Approval Ratificationof our 2019 Equity Based Compensation Plan.If you abstain from voting, you are considered present and entitled to vote and your shares are considered in the calculation Appointmentof whether Proposal 3 received the affirmative vote of a majority to vote. The effect of an abstention is a vote against Proposal 3. Broker non-votes will have no effect on the 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&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 43 received the affirmative vote of a majority of shares present and entitled to vote. The effect of an
RANGE RESOURCES CORPORATION -2020 Proxy Statement68
Back to Contents abstention is a vote against Proposal 4.3. Because Proposal 43 is a routine matter on which a broker has discretionary authority, no broker non-votes likely will result from this Proposal. 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. RANGE RESOURCES CORPORATION - 2019 Proxy Statement69
| 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 5, 2019,3, 2020, 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 atwww.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 after the meeting. | 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 $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 -2020 Proxy Statement69 | 14. | How can I vote at the meeting if I am a beneficial owner? |
Back to Contents If you are a beneficial owner and want to vote your shares at the 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 - 2019 Proxy Statement70How can I view copies of Range’s corporate documents and SEC filings?
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, By-laws and Code of Business Conduct and Code of Ethics are available under the Corporate Governance section of our website atwww.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. | 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 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. | 3. | How do I submit a proposal for action at the 2020 Annual Meeting of Stockholders? |
A proposal to be acted upon at the 20202021 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 7, 20196, 2020 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 14, 202012, 2021 and no later than February 13, 2020,11, 2021, 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. | 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 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 53 for this proxy statement). Copies of the Company’s by-laws are available on the Company’s website atwww.rangeresources.com or upon request addressed to the Company’s Corporate Secretary. RANGE RESOURCES CORPORATION -2020 Proxy Statement70
Back to Contents RANGE RESOURCES CORPORATION
AMENDED AND RESTATED
2019 EQUITY-BASED COMPENSATION PLAN
(EFFECTIVE MAY __, 2020) RANGE RESOURCES CORPORATION -2020 Proxy Statement 71
Back to Contents RANGE RESOURCES CORPORATION
2019 EQUITY-BASED COMPENSATION PLAN
Table of Contents
RANGE RESOURCES CORPORATION - 2019 Proxy StatementA-1
RANGE RESOURCES CORPORATION - 2019 Proxy StatementA-2
2019 EQUITY-BASED COMPENSATION PLAN
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. (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) | Change in Board Composition. 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) | Business Combination. 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 |
(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 their ownership of the Outstanding Company Common RANGE RESOURCES CORPORATION -20192020 Proxy Statement A-372
Back to Contents Stock and Outstanding Company Voting Securities immediately prior to such Business Combination; (B) | | 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 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) | Stock Acquisition. 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 15, 2019. | | | (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, |
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 __, 2020. (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 reported sales price so reported on that business day or, if no such sale takes place on that business day, the average RANGE RESOURCES CORPORATION -20192020 Proxy Statement A-473
Back to Contents 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) | | 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 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). |
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. (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 of RANGE RESOURCES CORPORATION -20192020 Proxy Statement A-574
Back to Contents 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) | Authority of the Committee. 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 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) | Manner of Exercise of Committee Authority. 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) | Limitation of Liability. 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 11,000,000. The maximum number of shares of Stock that may be subject to Incentive Stock Option treatment is 11,000,000. (a) | Overall Number of Shares Available for Delivery. 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 8,000,000. The maximum number of shares of Stock that may be subject to Incentive Stock Option treatment is 8,000,000. | | | (b) | Application of Limitation to Grants of Awards. 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. |
(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 -20192020 Proxy Statement A-675
Back to Contents (a) (c) | Availability of Shares Not Delivered under Awards. 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) | Stock Offered. 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. |
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 400,000 shares of stock as a “Carve-Out Exception” (i.e., 5% of 8 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. 6. Specific Terms of Awards (a) | Minimum Vesting Requirement. 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 400,000 shares of stock as a “Carve-Out Exception” (i.e., 5% of 8 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. 6. | Specific Terms of Awards |
(b) Options. The Committee is authorized to grant Options to Participants on the following terms and conditions: (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) | Exercise Price. 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) | Time and Method of Exercise. 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. |
(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 -20192020 Proxy Statement A-776
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) | (iv) | No Reload Options. 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) | Stock Appreciation Rights. The Committee is authorized to grant SARs to Participants on the following terms and conditions: | | |
| (i) | Right to Payment. 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) | Rights Related to Options. 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 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) | Right Without Option. 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) | Restricted Stock. The Committee is authorized to grant Restricted Stock to Participants on the following terms and conditions: | | |
| (i) | Grant and Restrictions. 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) | Certificates for Stock. 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 |
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. RANGE RESOURCES CORPORATION - 2019 Proxy StatementA-8
(B) | | possession of the certificates, and that the Participant deliver a stock power to the Company, endorsed in blank, relating to the Restricted Stock. | | | | | (iv) | Dividends and Splits. 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) | Phantom Stock. 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: | | |
| (i) | Award and Restrictions. 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) | Dividend Equivalents. 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) | Bonus Stock and Awards in Lieu of Obligations. 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) | Dividend Equivalents. 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) | Other Awards. 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. |
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 -20192020 Proxy Statement A-977
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) 7. | Certain Provisions Applicable to Awards |
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, and Substitute Awards. 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 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) | Term of Awards. 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) | Form and Timing of Payment under Awards; 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) | Exemptions from Section 16(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-Competition Agreement. 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) 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 (a) | Performance Conditions. 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) | Business and Individual Performance Criteria. | | |
| (A) | Business Criteria. 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. |
RANGE RESOURCES CORPORATION -20192020 Proxy Statement A-1078
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) | (B) | Individual Performance Criteria. The grant, exercise and/or settlement of Performance Awards may also be contingent upon individual performance goals established by the Committee. | | | |
| (ii) | Performance Period; Timing for Establishing Performance Goals. 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) | Performance Award Pool. The Committee may establish a Performance Award pool, which shall be an unfunded pool, for purposes of measuring performance of the Company in 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) | Settlement of Performance Awards; Other Terms. 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) | Annual Incentive Awards Granted to Designated Covered Employees. 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) | Annual Incentive Award Pool. 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) | Potential Annual Incentive Awards. 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) | Payout of Annual Incentive Awards. 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. |
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. 9. | Recapitalization or Reorganization |
8. Performance and Annual Incentive Awards (a) | Existence of Plans and Awards. 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) | Subdivision or Consolidation of Shares. 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 |
(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 -20192020 Proxy Statement A-1179
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) | | 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 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) | Corporate Restructuring. 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-Option Awards. 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) | Additional Issuances. 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. |
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 -20192020 Proxy Statement A-1280
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. 10. General Provisions | (i) | Permitted Transferees. 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 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) | Qualified Domestic Relations Orders. 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) | Other Transfers. 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) | Effect of Transfer. 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) | Procedures and Restrictions. 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) | Changes to this Plan and Awards. 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 |
(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 -20192020 Proxy Statement A-1381
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) | 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. | | | (d) | Limitation on Rights Conferred Under Plan. 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) | Unfunded Status of Awards. This Plan is intended to constitute an “unfunded” plan for certain incentive awards. | | | (f) | Nonexclusivity of this Plan. 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) | Payments in the Event of Forfeitures; Fractional Shares. 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) | Governing Law. 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) | Conditions to Delivery of Stock. 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) | Plan Effective Date and Stockholder Approval. This Plan was adopted by the Board on May 15, 2019 and became effective upon approval by the stockholders of the Company at the annual meeting occurring May 15, 2019. |
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 -2020 Proxy Statement82
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 13, 2020. INWITNESSWHEREOF, the Company has caused this Range Resources Corporation Amended and Restated 2019 Equity-Based Compensation Plan to be executed May 15, 2019.__, 2020. | RANGE RESOURCES CORPORATION |
| Name: | | RANGERESOURCESCORPORATION By: ____________________________________________ Name: Title: |
RANGE RESOURCES CORPORATION -20192020 Proxy Statement A-1483
 
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