RANGE RESOURCES CORP
For the period ended May 13, 2026. Filed Mar 31, 2026.
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May 13, 2026 · Filed Mar 31, 2026
Contents
2025 Compensation Program Elements
2025 COMPENSATION ELEMENTS
Salary
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.
In February 2025, the Compensation Committee, following the process set forth above, adjusted NEO salaries based upon the Peer Group information, CEO recommendations, and the collective and individual performance of the Company and NEO.
The below table lists our NEOs for the 2025 year.
| Base Salary | |||
|---|---|---|---|
| NEO | Title | As ofFebruary2025 | As ofFebruary2024 |
| Dennis L. Degner | President and Chief Executive Officer | $940,000 | $875,000 |
| Mark S. Scucchi | Executive Vice President - Chief Financial Officer | $650,000 | $630,000 |
| Erin W. McDowell | Senior Vice President - General Counsel & Corporate Secretary | $465,000 | $435,000 |
| Alan W. Farquharson | Senior Vice President - Reservoir Engineering & Economics | $450,000 | $435,000 |
| Laith K. Sando(1) | Senior Vice President - Corporate Strategy & Investor Relations | $360,000 | $— |
(1)
Bonus
NEO bonuses were calculated with a formulaic application of five internal performance criteria and a discretionary criterion for 2025. 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 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 U.S. GAAP measures are included in Annex A.
| 2025 Performance Levels | ||||||||
|---|---|---|---|---|---|---|---|---|
| Criterion · 2025Weighting · Unit ofMeasurement · Threshold (.5x) · Target (1.0x) · Excellent (2.0x) · Actual for2025 · Payout %Achieved(1) | ||||||||
| Financial | ||||||||
| Cash Unit Costs | 15% | $ per mcfe | $2.19 | $1.99 | $1.79 | $1.98 | 103% | |
| Free Cash Flow | 20% | $ in millions | $500 | $700 | $900 | $632 | 83% | |
| Return on Average Capital Employed | 15% | Percentage Return | 12% | 20% | 28% | 19.0% | 94% | |
| Operational | ||||||||
| Drilling & Completion Cost Per Unit of Production | 15% | $ per mcfe | $0.84 | $0.74 | $0.64 | $0.75 | 97% | |
| Drilling Rate of Return | 10% | Percentage Return | 30% | 45% | 60% | 48% | 120% | |
| Discretionary | 25% | Strategic, HSE and Other | — | — | — | — | 109% | |
| Total | 100% | 100% | ||||||
(1)
Payout is determined using linear interpolation between the various performance levels
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Cash Unit Costs (CUC)
CUC measures our success in areas within our control. In 2025, our NEOs exceeded 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, make prudent capital investments, manage our balance sheet and support returns of capital. FCF helps drive responsible investment decision-making and preserves performance accountability through price cycles. Despite lower commodity prices than planned, the 2025 performance target was nearly achieved as a result of our diverse marketing portfolio, efficient reinvestment rate and thoughtful right-sized hedging program.
Return on Average Capital Employed (ROACE)
ROACE helps measure operating profit relative to total capital invested. 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 2025. While commodity pricing fluctuations were challenging, management dealt with these challenges by achieving production volumes and operational efficiency gains along with securing margin enhancing marketing and hedging opportunities in order to maintain capital spend within budget, return capital to shareholders and improve 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 Compensation Committee considered historic internal cost efficiencies and peer data. The performance target was nearly achieved in 2025 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 for 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 exceeded the DRR performance target for 2025 primarily due to the achievement of production and capital spending goals.
Discretionary
The Compensation Committee uses a discretionary measure to compensate for key performance achievements not reflected in the financial and operational metrics including strategic initiatives, safety performance, emissions and water management and effective execution. The Compensation Committee's evaluation includes, where appropriate, quantitative measures such as safety data, emissions reductions, number of spills, vehicle incidents, emissions leak detection inspections and environmental compliance, generally. To preserve its ability to apply discretion, the Compensation Committee does not pre-set performance targets relating to these factors. The Compensation Committee certified a discretionary payout slightly above Target in 2025 due to management's ability to execute cost-effective growth targeted in the 2025 development plan, continued success in emissions management, and the sustained focus on the Company’s safety culture with zero serious injuries in 2025.
Bonuses are subject to the negative discretion of the Compensation Committee and could include other criteria the Compensation Committee deems appropriate. Negative discretion was not applied in 2025.
| 2026 PROXY STATEMENT | 36 |
|---|
Bonuses We Paid for 2025 Performance
The following table sets forth NEO bonus amounts for 2025 performance (paid in first quarter 2026) with a comparison to 2024 bonus amounts (paid in February 2025)
| Annual Cash Incentive Earned | |||
|---|---|---|---|
| Target | 2025 | 2024 | |
| Dennis L. Degner | 120% | $1,128,000 | $1,365,000 |
| Mark S. Scucchi | 100% | $650,000 | $819,000 |
| Erin W. McDowell | 75% | $348,750 | $424,125 |
| Alan W. Farquharson | 75% | $337,500 | $424,125 |
| Laith K. Sando(1) | 75% | $270,000 | $— |
(1)
Long-Term Equity Incentive (LTI) Program
Our LTI program balances our time-based retention focus with our accountability-based performance by issuing both performance-based (TSR-PSUs) and time-based restricted stock units (RSUs). Annual awards are denominated in dollar amounts, with the number of shares for each award determined by dividing the dollar amount by the volume weighted average price (VWAP) of Company common stock for the 5 trading days ending the day before the Compensation Committee meeting. Dennis L. Degner and Mark S. Scucchi each have 60% of their LTI award opportunity in TSR-PSUs, and 40% is RSUs. Erin W. McDowell, Alan W. Farquharson and Laith K. Sando have 50% of their LTI opportunity in TSR-PSUs and 50% in RSUs.
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, performance and competitive market data.
| Long-Term Equity Incentive | ||
|---|---|---|
| 2025 | 2024 | |
| Dennis L. Degner | $5,500,000 | $4,750,000 |
| Mark S. Scucchi | $2,700,000 | $2,600,000 |
| Erin W. McDowell | $1,550,000 | $1,300,000 |
| Alan W. Farquharson | $900,000 | $900,000 |
| Laith K. Sando(1) | $645,000 | $— |
(1)
The following table sets forth the number of TSR-PSUs and RSUs granted to our NEOs in 2025. The number of units granted is a function of the LTI target, the pre-determined allocation between TSR-PSUs and RSUs as determined by the Compensation Committee and Range's volume weighted average stock price for the period January 30, 2025 to February 5, 2025.
| Long-Term Equity Incentive Allocation | |||||
|---|---|---|---|---|---|
| 2025 Target | TSR-PSU % | RSU % | TSR-PSU Units Granted(1) | RSU Units Granted(1) | |
| Dennis L. Degner | $5,500,000 | 60% | 40% | 87,333 | 58,222 |
| Mark S. Scucchi | $2,700,000 | 60% | 40% | 42,872 | 28,581 |
| Erin W. McDowell | $1,550,000 | 50% | 50% | 20,510 | 20,510 |
| Alan W. Farquharson | $900,000 | 50% | 50% | 11,909 | 11,909 |
| Laith K. Sando | $645,000 | 50% | 50% | 8,534 | 8,534 |
(1)
All awards used our volume weighted average stock price for the period January 30, 2025 to February 5, 2025 of $37.79 to determine the number of units granted.
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Allocation of Long-Term Equity Incentive Awards in 2025
Performance-Based Total Shareholder Return Stock Units (TSR-PSUs). The Compensation Committee believes that a performance unit program based on total shareholder return (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 ETF and the SPDR S&P Oil & Gas Exploration & Production ETF. For units granted through 2023, the TSR was 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 in 2024 and 2025, 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 in 2024 and 2025, 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 31 for the 2025 Compensation Peer Group.
2025 TSR-PSUs. In February 2025, the Compensation Committee awarded NEOs performance units that will vest based on relative TSR for the three-year performance period ending February 2028. 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 15th 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 2025 is set forth below:
| TSR Ranking | % of Target PSUsEarned(1) |
|---|---|
| 1st ranked company | 200% |
| Top 2-10 ranked company | between 110% and 190% |
| 11th and 12th ranked company | 100% |
| 13th - 15th ranked company | between 50% and 83% |
| 16th - 22nd ranked company | 0% |
(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 31 for the 2025 Performance Peer Group.
2024 TSR-PSUs. The performance units granted in February 2024 have a performance end date of February 2027 with a target payout at the median performance compared to 17 peer companies (including the SPDR S&P Midcap 400 ETF and SPDR Oil & Gas Exploration & Production ETF).
2023 TSR-PSUs. The performance units granted in March 2023 had a performance end date of March 2026 with a target payout at the median performance compared to 11 peer companies (including the S&P 500 index).
| 2026 PROXY STATEMENT | 38 |
|---|
2022 TSR-PSUs. The performance units granted in February 2022 had a performance end date of February 2025 with a target payout at the median performance compared to 11 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 2025 TABLE
Performance-Based Internal Metrics Stock Units (“PSUs-Internal Metrics”). There were no performance-based internal metric grants issued in 2024 or 2025. In 2023, the Compensation Committee set performance based on two internal measures - Net Debt and Emissions Performance. The performance period began January 1, 2023, and ended 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, which we have accomplished.
2023 PSUs-Internal Metrics. The performance units granted in March 2023 had 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. For these awards, the final payout was a combined 169%. The Compensation Committee selected Net Debt and Emissions Performance as the performance metrics for the 2022 PSUs-Internal Metrics. Each performance metric was weighted 50%. Net Debt target payouts for 2022 PSUs-Internal Metrics were $1.5 billion and a result of $1.4 billion was achieved resulting in a 138% payout. Emissions Performance target payout was 0.10 metric tons CO2e/Mmcfe and a result of 0.00 metric tons CO2e/Mmcfe was achieved resulting in a 200% payout.
Time-Based Restricted Stock. The Compensation 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 unit awards are made according to the annual grant schedule and generally cliff vest at the end of three years.
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