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RANGE RESOURCES CORP

For the period ended May 13, 2026. Filed Mar 31, 2026.

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About 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 13, 2026 · Filed Mar 31, 2026

RRC$48.72-2.9%Stored close · as of Nov 6, 2026
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2026 Compensation Program

Similar to 2025, the Compensation Committee worked with Meridian to develop and implement the Range 2026 compensation program.

Meridian provided analysis for each NEOs compensation elements to the Compensation Committee and the CEO. The group then reviewed compensation benchmarks for the Compensation Peer group, with a focus on the 50th percentile, with certain adjustments made to account for differences such as tenure, performance and responsibilities of the benchmarked position. The CEO also recommended adjustments to the base salary, bonus targets and LTI awards for all NEOs (except himself) and Officers to the Compensation Committee. The Compensation Committee discussed those recommendations with Meridian along with CEO compensation for 2026. Following this review, the Compensation Committee approved the following base salaries, bonus targets, and LTI equity awards for 2026:

2026 Target Compensation
Base SalaryBonus Target %RSUPSU
Dennis L. Degner$985,000125%$2,340,000$3,510,000
Mark S. Scucchi$675,000100%$1,160,000$1,740,000
Erin W. McDowell$500,00075%$900,000$900,000
Alan W. Farquharson(1)$450,000N/A$—$—
Laith K. Sando$375,00075%$335,000$335,000

(1)

Due to his planned retirement in June 2026, Mr. Farquharson will not receive a 2026 bonus and did not receive a 2026 LTI program grant.

Salary

Excluding Mr. Farquharson, who is scheduled to retire in 2026, the average base salary increase for NEOs averaged 5% and ranged from 4% to 8%.

Bonus Program

Mr. Degner's bonus target was increased to 125% and other NEO's target bonus percentages remained consistent with the prior year, aligning with the results of peer benchmarking data. The Compensation Committee also adjusted the 2026 bonus metrics and weighting to further align pay with performance and enhance transparency within the metrics. To that end, the Compensation Committee removed DRR as a metric and reduced the discretionary component for 2026. Accordingly, the Compensation Committee elected to set an equal weighting of 20 percent for all metrics (CUC, FCF, ROACE. DCCUP and Discretionary) for the 2026 Bonus Program.

LTI Program

The Compensation Committee made several changes to the Long-term Incentive Program for 2026 including replacing the measurement criteria of the performance-based awards. Payouts under the performance awards issued in 2026 will be calculated by adding i) 67 percent of the payout achieved based on the relative TSR results to ii) 33 percent of the payout achieved based on the absolute TSR performance calculated using compound annual growth rate (CAGR) of Range stock over the performance period. The performance period will be the three-year period beginning on January 1, 2026 and ending on December 31, 2028 with TSR calculated using the volume weighted average price for the 20-day trading period prior to the beginning and prior to the end of the performance period. The units in connection with the 2026 LTI award were determined using the 5-day volume weighted average price prior to February 9, 2026 resulting $36.22 per unit. The Compensation Committee approved the following Relative TSR and Absolute TSR payout structures for 2026 LTI awards:

2026 PROXY STATEMENT40
2026 Relative TSR Awards% of Target PSUs Earned(1)
90th percentile or greater200%
75th percentile150%
50th percentile100%
25th percentile50%
Less than 25th percentile0%
2026 Absolute TSR Awards(2)% of Target PSUs Earned(1)
≥15.0%200%
10.0%150%
7.5%100%
3.75%50%
<0%0%

(1)

Linear interpolation is used to determine the percentage of Target earned for performance levels that are between the values shown in the above tables.

(2)

Absolute total shareholder return is measured on a compound annual growth rate over the performance period.

The chart below describes the oil and gas exploration and production companies that have been included in the Compensation Peer Group in 2026.

2026 Compensation Peer Group

Antero Resources Corporation

Chord Energy Corporation

CNX Resources

Comstock Resources, Inc.

EQT Corporation

Expand Energy Corporation

Magnolia Oil & Gas Corporation

Matador Resources

Murphy Oil

Ovintiv Inc.

SM Energy Company

The Compensation Committee also designated a Performance Peer Group for evaluating relative TSR performance. For 2026, the Compensation Committee started with the Compensation Peer Group detailed above, added the SPDR S&P Midcap 400 ETF and the SPDR S&P Oil & Gas Exploration & Production ETF. Civitas Resources, Inc. was removed from the Compensation Peer Group in 2026 due to its acquisition by SM Energy Company in January 2026. Coterra Energy, Inc. was removed from the Compensation Peer Group in 2026 due to its pending acquisition by Devon Energy Corporation. Furthermore, the Compensation Committee assigned a weighting of "two times" to each of the five 2026 Compensation Peer Group companies that had the highest percentage of natural gas reserves, which focuses on companies most similar to us. The five companies that are included twice are Antero Resources Corporation, CNX Resources Corporation, Comstock Resources, Inc., EQT Corporation, and Expand Energy Corporation.

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

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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.

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 implemented 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 “benefit multiples” applicable to the NEOs in 2025 were as follows: Mr. Degner – three; Mr. Scucchi – three; Ms. McDowell – three; Mr. Farquharson – three and Mr. Sando – three. 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.”

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