RANGE RESOURCES CORP
For the period ended May 14, 2025. Filed Apr 4, 2025.
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May 14, 2025 · Filed Apr 4, 2025
Contents
Pay Versus Performance
As discussed in the CD&A, our Compensation Committee has implemented an executive compensation program designed to link a substantial portion of our NEOs realized compensation to the achievement of our financial, operational and strategic objectives and to align our executive pay with changes in the value of our stockholders investments. We have identified Net Debt as our Company-Selected Measure that represents, in our view, the most important financial measure used to link Compensation Actually Paid (“CAP”) to our performance in 2024. We believe our debt levels are important to our stockholders and our ability to reduce those debt levels is through generating higher cash flows and our focus on efficient operations. The following sets forth additional compensation information for our NEOs, calculated in accordance with SEC regulations for the fiscal years 2024, 2023, 2022, 2021 and 2020:
| Value of Fixed $100Investment Based on: · Stated in millions | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| Year | SummaryCompensationTable Total forCEO Jeffrey L.Ventura(1) | SummaryCompensationTable Total forCEO Dennis L.Degner(1) | CompensationActually Paidto CEO JeffreyL. Ventura(2)(4) | CompensationActually Paidto CEODennis L.Degner(2)(4) | AverageSummaryCompensationTable forRemainingNEOs(3)(8) | AverageCompensationActually Paidto Remaining(g)NEOs(2)(4)(8) | TotalStockholderReturn | Peer GroupTotalStockholderReturn(5) | NetIncome(Loss)(6) | NetDebt(7) |
| (a) | (b) | (b) | (c) | (c) | (d) | (e) | (f) | (g) | (h) | (i) |
| 2024 | N/A | $7,492,829 | N/A | $11,913,564 | $2,426,926 | $3,493,169 | $762 | $255 | $266 | $1,404 |
| 2023 | $592,899 | $6,181,944 | $7,148,610 | $11,224,955 | $2,423,058 | $3,585,941 | $639 | $212 | $871 | $1,576 |
| 2022 | $7,930,872 | N/A | $20,623,893 | N/A | $2,658,371 | $7,195,488 | $518 | $212 | $1,183 | $1,869 |
| 2021 | $7,542,954 | N/A | $29,861,807 | N/A | $2,853,780 | $10,803,072 | $368 | $142 | $412 | $2,736 |
| 2020 | $6,704,788 | N/A | $12,846,337 | N/A | $2,755,736 | $5,106,097 | $138 | $76 | $(712) | $3,115 |
(1)
The dollar amounts reported are the amounts of total compensation reported for our former CEOMr. Ventura and our current CEOMr. Degner for the corresponding year in which each served as the Company's CEO in the "Total" column of the Summary Compensation Table (“SCT”) as reflected on page 48 of this Proxy statement and our proxy statements for 2024, 2023, 2022 and 2021. Mr. Ventura retired in June 2023.
(2)
The dollar amounts reported represent the amount of “compensation actually paid”, as computed in accordance with SEC rules. The dollar amounts do not reflect the actual amount of compensation paid to our CEO (or other NEOs) during the applicable year, but include (i) the year-end value of equity awards granted during the reported year and (ii) the change in the value of equity awards that were unvested at the end of the prior year, measured through the date the awards vested or were forfeited or through the end of the reported fiscal year.
(3)
Reflects compensation for our remaining NEOs, other than our CEO.
(4)
Time-vested restricted stock grant fair values are calculated using the stock price as of the date of grant. Adjustments have been made using the stock price as of the applicable year end and as of each date of vesting. TSR-PSUs fair values are calculated using a Monte Carlo simulation model as of the applicable year-end date or as of each date of vesting. Performance-Based Internal metrics fair value is calculated using the stock price as of the applicable year end multiplied by the probability of achievement as of each such date.
(5)
Reflects cumulative total stockholder return for our Peer Group as described on page 43 of this proxy and assumes an initial investment of $100 on December 31, 2019. As of December 31, 2020, the members of the peer group included Antero Resources Corporation (AR), Cabot Oil and Gas Corporation (COG), Chesapeake Energy Corporation (CAKAQ), Cimarex Energy Co. (XEC), CNX Resources (CNX), EQT Corporation (EQT), Gulfport Energy Corporation (GPORQ), Matador Resources (MTDR), Murphy Oil (MUR), Oasis Petroleum (OASPQ), PDC Energy Inc. (POCE), QEP Resources Inc. (QEP), SM Energy Company (SM), Southwestern Energy Company (SWN), Whiting Petroleum (WLL), WPX Energy (WPX). In setting the 2021 peer group, XEC and COG were merged into Coterra (CTRA), CHKAQ declared bankruptcy, GPORQ, OASPQ, WLL and WPX were dropped and the S&P 500 index and Comstock Resources (CRK) were added to better test performance against a broader index. As of December 31, 2021, the members of the peer group include: AR, CTRA, CNX, CRK, EQT, MTDR, MUR, PDCE, QEP, SM, SWN and the S&P 500 index. As of December 31, 2022, the members of the peer group included AR, CTRA, CNX, CRK, EQT, MTDR, MUR, PDCE, SM, SWN and the S&P 500 index. QEP Resources was removed and Chesapeake Energy Corporation (CHK) was added back as they emerged from bankruptcy. PDC Energy is included through August 2023 when it was acquired by Chevron Corp. As of December 31, 2023, the members of the peer group included: AR, CHK, CNX, CRK, CTRA, EQT, MTDR, MUR, PDCE, SM, SWN, and the S&P 500 index. As of December 31, 2024, the members of the peer group included: AR, Callon Petroleum Company (CPE), CHK, Civitas Resources, Inc. (CIVI), Chord Energy Corporation (CHRD), CNX, CRK, CTRA, EQT, Magnolia Oil & Gas Corporation (MGY), MTDR, Marathon Oil Corporation (MRO), MUR, Permian Resources Corporation (PR), SM, SWN and the S&P 400 index. AR, CHK, CNX, CRK, CTRA, EQT, and SWN are included twice in the calculation of total stockholder return. CPE is included through February 2024 when it was acquired by Apache Corporation. MRO is included through November 2024 when it was acquired by Conoco Phillips. SWN is included through October 2024 when it was acquired by CHK to form EXE.
(6)
Reflects net income (loss) in the Company’s Consolidated Statements of Operations included in the Annual Reports on Form 10-K for each of the years ended December 31, 2024, 2023, 2022, 2021 and 2020.
(7)
Annex A includes reconciliations for non-GAAP financial measures to comparable GAAP measures
(8)
Reflects compensation reported in the “Summary Compensation Table” for our NEOs for each year presented. The following NEOs are included in the average figures show:
2020: Mark S. Scucchi; Dennis L. Degner; David P. Poole; Alan W. Farquharson
2021: Mark S. Scucchi; Dennis L. Degner; David P. Poole; Alan W. Farquharson
2022: Mark S. Scucchi; Dennis L. Degner; David P. Poole; Alan W. Farquharson
2023: Mark S. Scucchi; Erin W. McDowell; Alan W. Farquharson; Dori A. Ginn
2024: Mark S. Scucchi; Erin W. McDowell; Alan W. Farquharson; Anthony W. Gaudlip
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Column (c). To calculate the amounts in “Compensation Actually Paid to CEO” column for Jeffrey L. Ventura, the following amounts were deducted from or added to (as applicable) our CEO’s total compensation as reported in the Summary Compensation Table (SCT):
| SCT for CEOJeffrey L.Ventura · Reported Value of EquityAwards for CEOJeffrey L. Ventura(1) · Equity AwardAdjustments for CEOJeffrey L. Ventura(2) · CompensationActually Paid to CEOJeffrey L. Ventura | ||||
|---|---|---|---|---|
| 2023 | $592,899 | $— | $6,555,711 | $7,148,610 |
| 2022 | $7,930,872 | $(5,799,964) | $18,492,985 | $20,623,893 |
| 2021 | $7,542,954 | $(4,799,996) | $27,118,849 | $29,861,807 |
| 2020 | $6,704,788 | $(3,922,995) | $10,064,544 | $12,846,337 |
(1)
Represents the grant date fair value of equity awards granted to our CEO as reported in the “Stock Awards” column in the SCT for each year. Mr. Ventura did not receive an equity grant in 2023 due to his retirement.
(2)
Represents the year-over-year change in the fair value of equity awards to our CEO.
| Fair Value of Equity Awards for Former CEO – Jeffrey L. Ventura | 2023 | 2022 | 2021 | 2020 |
|---|---|---|---|---|
| As of year-end for awards granted during the year | $— | $6,899,722 | $9,397,492 | $8,992,765 |
| Year-over-year increase of unvested awards granted in prior years | 5,103,067 | 7,014,919 | 15,001,036 | 1,189,549 |
| Increase (decrease) from prior year-end for awards that vested during the year | 1,452,644 | 4,578,344 | 2,720,321 | (117,770) |
| TOTAL EQUITY AWARD ADJUSTMENTS FOR FORMER CEO – JEFFREY L . VENTURA | $6,555,711 | $18,492,985 | $27,118,849 | $10,064,544 |
Column (c). To calculate amounts in “Compensation Actually Paid to CEO” for Dennis L. Degner, the following amounts were deducted from or added (as applicable) to our CEO’s total compensation as reported in the SCT:
| SCT for CEODennis L.Degner · Reported Value of EquityAwards for CEODennis L. Degner(1) · Equity AwardAdjustments for CEODennis L. Degner(2) · CompensationActually Paid to CEODennis L. Degner | ||||
|---|---|---|---|---|
| 2024 | $7,492,829 | $(5,131,610) | $9,552,345 | $11,913,564 |
| 2023 | $6,181,944 | $(3,925,016) | $8,968,027 | $11,224,955 |
(1)
Represents the grant date fair value of equity awards granted to our CEO as reported in the “Stock Awards” column in the SCT.
(2)
Represents the year-over-year change in the fair value of equity awards to our CEO.
| Fair Value of Equity Awards for CEO – Dennis L. Degner | 2024 | 2023 |
|---|---|---|
| As of year-end for awards granted during the year | $6,991,008 | $4,950,314 |
| Year-over-year increase of unvested awards granted in prior years | 2,184,499 | 3,142,953 |
| Increase from prior year-end for awards that vested during the year | 376,837 | 874,760 |
| TOTAL EQUITY AWARD ADJUSTMENTS FOR CEO – DENNIS L. DEGNER | $9,552,345 | $8,968,027 |
| 2025 PROXY STATEMENT | 62 |
|---|
Column (e). To calculate the amounts in “Average Compensation Actually Paid to Remaining NEOs” column in the table above, the following amounts were deducted from or added to (as applicable) to our remaining NEOs total compensation as reported in the SCT:
| Average SCT forRemaining NEOs · Average ReportedValue of EquityAwards forRemaining NEOs · AverageEquity AwardAdjustments forRemaining NEOs · AverageCompensationActually Paid toRemaining NEOs | ||||
|---|---|---|---|---|
| 2024 | $2,426,926 | $(1,415,158) | $2,481,400 | $3,493,169 |
| 2023 | $2,423,058 | $(1,324,995) | $2,487,878 | $3,585,941 |
| 2022 | $2,658,371 | $(1,749,985) | $6,287,102 | $7,195,488 |
| 2021 | $2,853,780 | $(1,744,995) | $9,694,287 | $10,803,072 |
| 2020 | $2,755,736 | $(1,633,999) | $3,984,360 | $5,106,097 |
| Average Fair Value of Equity Awards for Remaining NEOs | 2024 | 2023 | 2022 | 2021 | 2020 |
|---|---|---|---|---|---|
| As of year-end for awards granted during the year | $1,788,384 | $1,445,579 | $2,132,512 | $3,394,488 | $3,725,287 |
| Year-over-year increase of unvested awards granted in prior years | 601,154 | 864,425 | 2,833,707 | 5,432,421 | 292,015 |
| Increase (decrease) from prior year-end for awards that vested during the year | 91,862 | 177,874 | 1,320,883 | 867,378 | (32,942) |
| TOTAL EQUITY AWARD ADJUSTMENTS FOR REMAINING NEOS | $2,481,400 | $2,487,878 | $6,287,102 | $9,694,287 | $3,984,360 |
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.