RANGE RESOURCES CORP
For the period ended May 14, 2025. Filed Apr 4, 2025.
View on SEC.govAbout this filing
What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.
May 14, 2025 · Filed Apr 4, 2025
Contents
Proxy Summary
This summary does not contain all the information that you should consider, and you should read the entire proxy statement carefully before voting. For more complete information regarding our 2024 performance, please review our Annual Report on Form 10-K for the fiscal year ended December 31, 2024.
2025 Annual Meeting Information
| DATE & TIME Wednesday, May 14, 2025 8:00 a.m. Central Time | PLACEVirtual registration accessible at:https://ir.rangeresources.com/events/event-details/2025-annual-meeting-stockholders | RECORD DATEMarch 17, 2025 |
Voting Matters and Board Recommendations
It is important that you vote. Please carefully review the proxy materials for the 2025 Annual Meeting and follow the instructions below to cast your vote on all of the voting matters.
| PROPOSAL 1:Election of Directors | The Board Recommends you vote FOR each Nominee | Page10 |
| PROPOSAL 2:Advisory Vote to Approve Executive Compensation | The Board Recommends you vote FOR this proposal | Page30 |
| PROPOSAL 3:Ratification of the Appointmentof Ernst & Young LLP as ourIndependent Registered PublicAccounting Firm | The Board Recommends you vote FOR this proposal | Page66 |
1
Our Company
Range Resources Corporation ("Range" or "Company") is a leading U.S. independent natural gas, natural gas liquids (NGLs) and oil (predominately condensate as well as crude oil, collectively referred to herein as "oil") producer engaged in operations focused in the Appalachian region of the United States. Our principal area of operations is the Marcellus Shale in the Commonwealth of Pennsylvania.
Our overarching business objective is to build stockholder value through returns-focused development of our natural gas properties. Our strategy to achieve our business objective is to generate consistent cash flows from reserves and production through internally generated drilling projects. We operate in a safe, environmentally responsible manner with a focus on cost-efficiency and responsible development of our world-class asset base. We maintain a large set of customers in domestic and international markets which allows us to maximize potential cash flows and diversify risk.
2024 Financial Highlights
| $945MCash Flows from OperatingActivities | $1.3B Available Under CreditFacility at Year-End | $251MIncome before Income Taxes |
|---|---|---|
| $65MShare Repurchases | $2.2BNatural gas, NGLs and Oil Sales | $77MTotal Dividends Paid |
We delivered strong financial results in 2024 against the backdrop of adverse commodity pricing through responsible development of our world-class asset base coupled with a thoughtful and right-sized hedging program. These financial results are a manifestation of our best-in-class cost profile among U.S. natural gas producers. Our balance sheet strength affords us flexibility in determining the best use cases to return capital to our stockholders.
| 2024 Business Highlights | |
|---|---|
| •Revenue from the sale of natural gas, NGLs and oil (including cash settlements on our derivatives) increased 3% from the same period of 2023•Cash flow from operating activities, before working capital changes, of $1.1 billion(a) | •Interest expense per mcfe decreased 6% compared to the same period of 2023•Repurchased in the open market $79.7 million face value of our 4.875% senior notes due 2025 at a discount•Reduced net debt by $172 million(a) |
(a) Annex A includes reconciliations for non-GAAP financial measures to comparable GAAP measures
| 2025 PROXY STATEMENT | 2 |
|---|
2024 Operational Highlights
| Total Production | Total Proved Reserves | Number of wells drilled | CapitalInvestment | Range Produced Water Recycling Rate |
|---|
In 2024, Range achieved significant operational milestones underscoring our commitment to efficient use of resources, safety and responsible growth. Our operational performance was driven by safe execution of announced drilling plans coupled with operational improvements through improvements in hydraulic fracturing stages per day and length of lateral wells. These outcomes are a reflection of the dedication of our employees and business partners to the execution of our business strategy. We plan to continue this positive momentum so that we can continue to enhance our commitment to efficiency, safety and responsible growth.
| 2024 Operational Results | |
|---|---|
| •17th consecutive year of positive reserve performance revisions•100% drilling success rate•Total 2024 production was comprised of 68% natural gas, 30% NGLs and 2% oil | •Expanded the installation and use of compressed air pneumatic controllers•Completed MiQ recertification process with an "A" grade rating for the second consecutive year for the Company's Southwest Pennsylvania production and operations |
3
Board Nominees and Committee Memberships
| Name | Age | Director Since | Principal Occupation | A | C | ES* | GN |
|---|---|---|---|---|---|---|---|
| Brenda A. Cline Independent | 64 | 2015 | Chief Financial Officer, Treasurer and Secretary of the Kimbell Art Foundation | ▲ | ● | ● | |
| Margaret K. Dorman Independent | 61 | 2019 | Former Executive Vice President, Chief Financial Officer and Treasurer of Smith International, Inc. | ● | ▲ | ● | |
| Charles G. Griffie Independent | 52 | 2023 | Former Senior Vice President Engineering and Operations, Western Midstream Partners | ▲ | ● | ||
| Christian S. Kendall Independent | 58 | 2025 | Former President and Chief Executive Officer, Denbury Inc. | ● | ● | ||
| Greg G. Maxwell Independent | 68 | 2015 | Former Executive Vice President, Finance and Chief Financial Officer of Phillips 66 | ● | ● | ● | |
| Reginal W. Spiller Independent | 72 | 2021 | President and Chief Executive Officer of Azimuth Energy Investments, LLC and formerly Deputy Assistant Secretary of Oil & Gas at U.S. Department of Energy | ● | ● | ▲ | |
| Dennis L. Degner | 52 | 2023 | Chief Executive Officer and President, Range Resources Corporation | ||||
A Audit C Compensation ES ESG & Safety GN Governance & Nominating● Member▲ Chair
*Mr. James Funk currently serves as the Chair of the ESG & Safety Committee. Upon his retirement from the Board in May 2025, the Governance and Nominating Committee intends to recommend the appointment of Mr. Charles Griffie as Chair of the ESG & Safety Committee.
| 2025 PROXY STATEMENT | 4 |
|---|
Key Qualifications
The following are some of the key qualifications and skills of our Board.
| Skill | Cline | Dorman | Griffie | Kendall | Maxwell | Spiller | Degner |
|---|---|---|---|---|---|---|---|
| CEO/Senior Officer Experience Provides valuable expertise as a "C-level" executive of a publicly traded company or large private company | ● | ● | ● | ● | ● | ● | ● |
| Industry Experience Provides industry knowledge and understanding of challenges and opportunities that exist in oil and gas | ● | ● | ● | ● | ● | ● | |
| Financial Reporting Experience Provides experience in evaluating our financial performance and overseeing the integrity of our financial reporting | ● | ● | ● | ● | |||
| Banking/Finance Experience Provides capital markets and M&A experience | ● | ● | ● | ● | |||
| Engineering/Geoscience Provides technical knowledge related to our business operations and lease development opportunities | ● | ● | ● | ● | |||
| Technology Provides experience in managing IT systems and data management | ● | ● | ● | ● | ● | ● | |
| Risk Management Provides experience in enterprise risk oversight and strategic development | ● | ● | ● | ● | ● | ● | ● |
| Environmental, Health, Safety and Sustainability Provides understanding of regulatory frameworks and environmental and safety best practices | ● | ● | ● | ● | ● | ||
The lack of a mark for a particular item does not mean the director does not possess that qualification, skill or experience. We look to each director to be knowledgeable in these areas; however, the mark indicates the item is a particularly prominent qualification, characteristic, skill or experience that the director brings to the Board.
The Board considers these competencies when evaluating director nominees and board composition as a whole. The Board believes that a mix of these skills and qualifications provides the composition necessary to effectively oversee the Company’s execution of its strategy.
5
Demonstrated Commitment to Board Refreshment
Since 2021, the Board has added four new directors to the Board, three of whom are independent. These recent refreshment activities have resulted in the Board possessing an average tenure of approximately 5 years. These actions demonstrate the Board’s desire to achieve a diverse and broadly inclusive membership with individuals who collectively possess the skills and experiences we will need to succeed now and into the future.
Corporate Governance Highlights
The Board is committed to strong corporate governance policies and practices. We seek to evolve with the best practices in governance and encourage input on governance matters from Range’s stockholders. Range’s corporate governance highlights, which are discussed in more detail beginning on page 17, include:
Independent Chairman;
Defined roles for Committee work through established Charters;
Independent directors meet regularly in executive session without management;
Annual Board self-evaluation process;
Annual election of all directors;
Majority Vote Standard – No super majority voting requirement;
Stockholders have the right to call special meetings;
Stockholders may take action by written consent;
Stockholders have the right to proxy access;
1/3 of independent directors are women;
Every year, Range’s Board conducts outreach to stockholders, typically covering greater than 65% of shares outstanding, to provide an opportunity to meet directly with several of our independent directors; and
Clawback policy for incentive compensation.
| 2025 PROXY STATEMENT | 6 |
|---|
Engagement and Responsiveness to Stockholders
Management and, in many cases, multiple independent directors conduct regular outreach to gather feedback on our business strategy, corporate governance, executive compensation and sustainability oversight. We maintain a process for stockholders and interested parties to communicate with the Board. Stockholders and interested parties may write or call our Board as provided below:
| WRITE | CALL | ATTEND | |
|---|---|---|---|
| Corporate Secretary Range Resources Corporation 100 Throckmorton Street, Suite 1200 Fort Worth, TX 76102 | Investor Relations 817-869-4267 | ir@rangeresources.com | Range Annual Meetinghttps://ir.rangeresources.com/events/event-details/2025-annual-meeting-stockholders |
Our compensation program received strong stockholder support at our 2024 Annual Meeting with 98% of stockholder votes cast voting in favor of the compensation of our Named Executive Officers ("NEOs").
STOCKHOLDER SAY-ON-PAY APPROVALAT THE 2024 ANNUAL MEETING
We have observed a trend of consistent, strong stockholder support for our executive compensation program over the past three years, with stockholders voting to approve the say-on-pay proposal which exceeded a rate of 97% in each of the past three years.
| Stockholder Say-on-Pay Approval | |
| Stockholder supporthas exceeded 97% in each of thepast three years |
Due to our strong stockholder support, the Committee did not make significant changes to the executive compensation program in response to the say-on-pay vote results in 2024. The Committee will continue to evaluate our executive compensation program, taking into account stockholder feedback, including future “say-on-pay” vote results.
7
Executive Compensation Overview Program Summary
The Compensation Committee believes that a program weighted toward variable, at-risk compensation helps align the interest of management and stockholders. The charts below illustrate our CEO and Average Remaining NEOs 2024 at-risk compensation. A significant portion of reported compensation is an incentive for future performance and realized only if Range meets certain performance measures.
Environmental, Social and Governance (ESG)
Our investors are interested in how sustainability is integrated into our business objectives and corporate culture. In our annual board outreach, we reviewed our progress against stated corporate objectives and covered topics from our 2023–2024 Corporate Sustainability Report (“CSR”), which is available on our company website. We believe our focus on balance sheet strength, full-cycle costs and environmental performance positions us to sustainably create value for our stockholders through commodity cycles. We remain focused on our direct emissions through continued emissions reduction efforts, including evaluation and implementation of new technology and engineering solutions along with appropriate carbon offsets. The 2023–2024 CSR is not incorporated by reference herein or otherwise made a part of this Proxy Statement or any other filings with the SEC.
Important Dates for 2026 Annual Meeting of Stockholders (page 70)
Stockholder proposals submitted for inclusion in our 2026 proxy statement pursuant to Rule 14a-8 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), must be received by us on or before December 5, 2025.
| 2025 PROXY STATEMENT | 8 |
|---|
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.