RANGE RESOURCES CORP

2024 COMPENSATION ELEMENTS

Salary

What we take into account

In setting NEO salaries, the Compensation Committee evaluates:

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the pay of the 50th percentile of our Peer Group adjusted for certain factors;

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the complexity and experience requirements of the NEOs’ respective positions;

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retention needs unique to each position and individual;

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each NEOs’ performance, experience and tenure; and

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competitive market conditions.

How we applied these factors in 2024

Salary adjustments are approved by the Compensation Committee in the first quarter of each year and take effect on the first payroll period after approval. This timing allows the Committee to consider the results of our Peer Group companies and allows for disclosure of our current compensation decisions in our proxy statement.

In February 2024, the independent compensation consultants retained by the Compensation Committee, Meridian Compensation Partners, LLC ("Meridian"), reviewed the NEOs base salaries compared to the Peer Group and various published survey sources and recommended an increase of approximately 5%. Additional salary increases were made to align NEO salaries due to recent promotions and comparable roles at peer companies.

The below table defines our named executive officers for the 2024 year.

(1)

On May 10, 2023, Mr. Degner’s appointment as President and Chief Executive Officer was effective and his annual salary increased to $750,000.

(2)

Mr. Gaudlip was not a named executive officer before 2024.

Bonus

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

What we take into account

NEO bonuses were calculated with a formulaic application of five internal performance criteria for 2024. The Compensation Committee sets the performance criteria as well as the weighting and performance achievement levels necessary to calculate bonuses based upon payout percentages established for our NEOs. These are shown in the table below and described in the text

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following the table, together with the target levels of achievement and payouts for each criterion. Note that the first four criteria are non-GAAP measures for which reconciliations to comparable GAAP measures are included in Annex A.

(1)

The payout percentage achieved is shown as a percentage of target for each officer.

(2)

The actual performance achieved for the discretionary measure in 2024 was between target and excellent. The discretionary payout was calculated based upon achievement of Total Reportable Incident Rate (TRIR), Days Away, Restricted, or Transferred (DART), net zero scope 1 and scope 2 GHG emissions, produced water recycling, employee turnover and overall strategic goals in 2024.

Cash Unit Costs (CUC)

CUC is intended to measure our ability to focus on areas within our control. In 2024, our NEOs achieved our CUC performance target by decreasing expenses, reducing debt, enhancing operational efficiencies, and improving cash flow management throughout our transport, gathering and processing operations.

Free Cash Flow (FCF)

FCF reflects our ability to generate cash through commodity price cycles, to make prudent capital investments, manage balance sheets and support stockholder returns. FCF helps drive responsible investment decision-making and preserves performance accountability through price cycles. The 2024 performance target was achieved by a diverse NGLs marketing portfolio coupled with peer-leading reinvestment rate and a thoughtful right-sized hedging program.

Return on Average Capital Employed (ROACE)

ROACE helps measure operating profit relative to total net debt and new capital investments. In setting the performance levels (i.e. threshold, target and excellent), the Compensation Committee considered various returns-based metrics used by our peers, input from management along with analysis and guidance from our compensation consultant and stockholder feedback.

The ROACE performance target was nearly achieved in 2024 based on our achieving production volumes within our pre-announced goals, effective marketing, the positive impact of our efficient hedging program, achievement of operating efficiencies, keeping capital spending within budget and an improvement in our debt levels.

Drilling and Completion Cost per Unit of Production (DCCUP)

DCCUP focuses on capital efficiency enabled by team performance, improved lateral lengths and effective planning and logistics, among other factors. DCCUP measures actual drilling and completion capital expenditures divided by production on an mcfe basis. In setting DCCUP performance levels (i.e. threshold, target and excellent), the Committee considered historic internal cost efficiencies and peer data. The performance target was achieved in 2024 due to operational efficiencies and capital spending within original budget levels.

Drilling Rate of Return (DRR)

DRR focuses on selecting projects with competitive rates of return, encouraging efficient capital investment while supporting a focus on well productivity relative to wells turned to sales. DRR is measured based on actual capital expenditures and the year-end proved reserves estimates of drilling results. Commodity prices effective on the first day of the year are used in the calculation. The target is set based on our expectation of capital allocation and capital efficiency for the year and our prior year drilling results. We believe the performance for 2024 remained among the best of our Peer Group and target was achieved in 2024 primarily due to the achievement of production and capital spending goals.

Discretionary Measures

The Committee preserves, with its last criterion, its ability to take into account key performance factors not fully covered by the other criteria, including safety performance, emissions and water management and corporate citizenship. While this element falls under the heading of “discretionary measures” it includes, where appropriate, quantitative measures such as safety data, emissions reductions, number of spills, auto accidents, leak detection inspections and environmental compliance. Other key factors that are considered in this criterion include portfolio management, succession planning, talent development and other factors. To preserve its ability to apply discretion the Committee does not pre-set performance targets relating to these factors. Our long-term strategic goals are aligned with successful advancement of progress on these measures. The results of these factors are qualitatively and quantitatively assessed by the Board to determine the achievement of the discretionary payout. The performance target was achieved in 2024 by successfully continuing to further strengthen our financial foundation and successfully managing talent development, retention and succession planning while upholding the highest standards of operational excellence.

For 2024, the annual incentive payout percentage was a weighted average of the payout percentage for each category using the percentages set forth in the table above. When actual results achieved fall between the performance levels, the percentile performance used to determine the payout percentage is proportionately adjusted between the performance levels.

Bonuses are subject to the negative discretion of the Compensation Committee and could include other criteria the Committee deems appropriate. Negative discretion was not applied in 2024. Bonuses are determined without reference to Compensation Peer Group data, because each performance criteria except the discretionary criteria have been pre-established by the Compensation Committee.

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Bonuses We Paid for 2024 Performance

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

(1)

Ms. McDowell was not a named executive officer before 2023.

(2)

Mr. Gaudlip was not a named executive officer before 2024. Mr. Gaudlip's annual cash incentive earned was determined by multiplying his salary by a pre-set 60% target bonus percentage.

The Compensation Committee awarded these bonuses based on the formulaically determined award as shown in the table below.

(1)

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

Long-Term Equity Incentive (LTI) Program

We are a long-term-focused company with durable properties, including 30+ years of core Marcellus Shale inventory. Therefore, the primary way we align our compensation with these strengths, strategy and the best interests of our stockholders is to grant long-term equity-based compensation to all of our full-time employees.

Our LTI program balances our time-based duration focus with our accountability-based performance by issuing both performance-based (TSR-PSUs) and time-based restricted stock awards (RSAs). Dennis L. Degner and Mark S. Scucchi each have 60% of their LTI award opportunity in TSR-PSUs, and 40% is RSAs. Erin W. McDowell and Alan W. Farquharson have 50% of their LTI opportunity in TSR-PSUs and 50% in RSAs. Anthony W. Gaudlip has 30% of his LTI opportunity in TSR-PSUs and 70% in RSAs.

The following table sets forth the value of LTIs granted to our NEOs for the last two years. The Committee established the LTI values for each officer based on a review of market benchmarks and, for NEOs other than the CEO, recommendations from our CEO. More significant increases in values year over year reflect individuals that are newer to their role and moving towards the middle of the competitive market data.

(1)

Takes into consideration his appointment to President and Chief Executive Officer effective May 10, 2023.

(2)

Mr. Gaudlip was not a named executive officer before 2024.

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

(1)

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

(2)

RSAs awarded on February 6, 2024, used the closing stock price of $28.08 to determine the number of units granted.

Allocation of Long-Term Equity Incentive Awards in 2024

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

2024 TSR-PSUs. In February 2024, the Compensation Committee awarded NEOs performance units that will vest based on relative TSR for the three-year performance period ending February 2027. The value of each underlying unit tracks with the price of a share of our common stock. The percentage of units earned ranges from 0% to 200% of the units granted with no payout for being below the 17th ranked company in the Performance Peer Group. Dividend equivalents, if any, accrue and are paid based on performance at the end of the performance period. Earned awards are paid in stock shortly after the completion of the performance period. A table illustrating the potential payouts based on relative and absolute TSR performance for the TSR-PSUs granted in 2024 is set forth below:

(1)

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

2023 TSR-PSUs. The performance units granted in March 2023 have a performance end date of March 2026 with a target payout at the median performance compared to 13 peer companies (including the S&P 500 index).

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2022 TSR-PSUs. The performance units granted in February 2022 have a performance end date of February 2025 with a target payout at the median performance compared to 13 peer companies (including the S&P 500 index).

2021 TSR-PSUs. The performance units granted in February 2021 had a performance end date of February 2024 with a target payout at the median performance compared to 13 peer companies (including the S&P 500 index). Our TSR resulted in a ranking of third as shown below, providing for a payout of 160% of target.

3-YEAR TSR AS OF FEBRUARY 2024 TABLE

Performance-Based Internal Metrics Stock Units (“PSUs-Internal Metrics”). There were no performance-based internal metric grants issued in 2024. In 2023, the Committee set performance based on two internal measures - Net Debt and Emissions Performance. The performance period began January 1, 2023, and ends December 31, 2025. Net debt is calculated as the aggregate principal debt amount owed as of the vesting date less the aggregate cash and cash equivalents held as of December 31, 2025. Emissions Performance considers our publicly announced intention to reach net zero scope 1 and scope 2 greenhouse gas emissions on a CO2e/mmcfe basis by the end of 2025.

2023 PSUs-Internal Metrics. The performance units granted in March 2023 have a performance end date of December 31, 2025.

2022 PSUs-Internal Metrics. The performance units granted in February 2022 had a performance end date of December 31, 2024.

2021 PSUs-Internal Metrics. The performance units granted in February 2021 had a performance end date of December 31, 2023. For these awards, the final payout was a combined 130%. The Compensation Committee selected Debt/EBITDAX and Emissions Performance as the performance metrics for the 2021 PSUs-Internal Metrics. Each performance metric was weighted 50%. Debt / EBITDAX target payouts for 2021 PSUs-Internal Metrics were 1.5x and a result of 1.7x was achieved resulting in a 59.4% payout. Emissions Performance target payout was 0.10 metric tons CO2e/Mmcfe and a result of 0.05 metric tons CO2e/Mmcfe was achieved resulting in a 200% payout.

Time-Based Restricted Stock. The Committee awards restricted stock for diversification of the long-term incentive award mix, for consistent alignment between executives and stockholders and for retention purposes. Restricted stock awards are made according to the annual grant schedule and generally cliff vest at the end of three years.

Stock Ownership Requirements for Executive Officers

Each officer listed below is expected to own shares with a value that is a multiple of the officer’s salary:

Until the officer has achieved the required share ownership, the officer must 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 they are 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 of the senior officers satisfy the ownership requirement. The requirement to retain 50% was established to allow limited sales as necessary to satisfy tax withholding obligations.

CEO’s Actual Stock Ownership32xbase salary

Trading in the Company’s Stock Derivatives and Pledging Limitation

We prohibit our directors and officers from:

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purchasing or selling options on our common stock;

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engaging in short sales with respect to our common stock;

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trading in puts, calls, straddles, equity swaps or other derivative securities that are directly linked to our common stock; and

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pledging Company equity to secure any new credit.

As of the date of this Proxy Statement, no NEOs or directors have any pledged Company equity nor have taken any such prohibited actions.

OTHER COMPENSATION

Deferred Compensation Plan

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

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

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Company 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.

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 2024 are listed in the section of this Proxy Statement entitled“Non-Qualified Deferred Compensation Plan.”

Other Benefits

We provide certain other limited personal benefits that the Compensation Committee has determined are appropriate 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 family member.

To encourage successful succession plans, we provide a post-retirement benefit plan to assist in supplementing 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 on the date they become eligible for Medicare, subject to various cost-sharing features. Officers will qualify for this benefit based on age of 55 plus 10 years of service or age of 65 plus 5 years of service.

Change in Control Arrangements

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

The “benefit multiples” applicable to the NEOs in 2024 were as follows: Mr. Degner – three; Mr. Scucchi – three; Ms. McDowell – three; Mr. Farquharson – three and Mr. Gaudlip – two. A more detailed description of these provisions is provided in the section of this Proxy Statement entitled“Potential Payments upon Termination and Change in Control.”