RANGE RESOURCES CORP

The majority of compensation for the NEOs is based on the long-term performance of Range. The elements of our 2023 executive compensation program are summarized in the table below and are described further under “Elements of Executive Compensation” starting on page 40.

RANGE RESOURCES CORPORATION -2024 Proxy Statement 39

Back to Contents

Elements of Executive Compensation

Base Salary

The Compensation Committee reviews base salaries on an annual basis, at the time of a promotion or changes in responsibilities and when market conditions warrant. Base salaries for our NEOs consider the middle half of the Peer Group adjusted for certain factors. Base salary is based on an evaluation of the following:

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. The timing of these salary adjustments allows the Compensation Committee to consider the audited financial results of our Peer Group companies and allows for disclosure of our current compensation decisions in our proxy statement. In March 2023, NFP reviewed the NEOs base salary compared to a peer group and various published survey sources and initially recommended a pool of dollars representing an increase of approximately 8.8%, noting the aggregate NEO salaries were aligned slightly below the 50th percentile and taking into account current inflation projections. The Committee reviewed the comparisons to peers and broader market data and determined to increase the base salary for all NEOs. In February 2024, Meridian reviewed the NEOs base salary compared to the peer group and various published survey sources and initially recommended an increase of approximately 5%, noting the longer-tenured executives were aligned with the E&P peer group but our newer CEO and General Counsel are below the 25th percentile. The Committee reviewed the comparisons provided and determined to increase the base salary for our NEOs. The Committee recommended, and the Board approved, the following base salaries effective February 2024.

RANGE RESOURCES CORPORATION -2024 Proxy Statement 40

Back to Contents

Annual Cash Incentive Awards

The annual cash bonus award is intended to compensate the NEOs based on the achievement of annual financial, operating and strategic goals. It emphasizes team performance in achieving corporate goals. We refer to cash awards as “Annual Cash Incentives.” The Annual Cash Incentives are paid to our NEOs based on a formulaic application of certain performance criteria that are discussed more fully below.

The Annual Cash Incentives are subject to the negative discretion of the Compensation Committee and could include other criteria the Committee deems appropriate. Annual Cash Incentives are determined without reference to Compensation Peer Group data, because each performance criteria has been pre-established by the Compensation Committee. The Annual Cash Incentive related to our 2023 performance was paid in February 2024 as detailed in the table below:

The Compensation Committee develops the performance criteria to be used for the Annual Cash Incentives, reviews the performance criteria with the independent compensation consultants and then discusses the performance criteria with our CEO and CFO. The Committee then sets the criteria as well as the weighting and performance achievement levels necessary to calculate Annual Cash Incentives based upon payout percentages established for our NEOs. For 2023, the performance criteria were based upon either industry competitive levels or our annual business plan (the “Annual Business Plan”). Our Annual Business Plan is a forecast of expected business results for the applicable fiscal year based upon certain assumptions made by our management. The Compensation Committee believes that the performance criteria, taken together, are strong objective indicators of the Company’s performance, thus similar factors are typically used in determining the Company’s performance relative to its Peer Group for setting total compensation and long-term incentive equity awards as described above. Target Annual Cash Incentives are determined as a percentage of each NEO’s base salary. This target percentage is established through an analysis of compensation for comparable positions in the Peer Group and is intended to provide a competitive level of compensation if the Company achieves the performance criteria established by the Compensation Committee.

The performance criteria selected with respect to the Annual Cash Incentive awards for 2023 (which were paid in February 2024) are shown in the table below, together with the target levels of achievement with respect to each criterion. The payouts were achieved as described below. All five of the performance criteria are internal performance measures.

Cash Unit Costs

The first criterion the Compensation Committee selected for 2023 was Cash Unit Costs. Cash Unit Costs is a non-GAAP measure for which a reconciliation to the comparable GAAP measure is included in Annex A. The Compensation Committee selected this criterion to measure our ability to focus on areas that are within our control. The performance target was achieved in 2023 primarily by a continuing focus on efficiencies throughout the organization to decrease expenses, increase cash flows and create stockholder value along with the impact of lower commodity prices on transportation, gathering and processing expense.

RANGE RESOURCES CORPORATION -2024 Proxy Statement 41

Back to Contents

Return on Average Capital Employed

The second criterion the Compensation Committee selected for 2023 was Return on Average Capital Employed (ROACE). ROACE is a non-GAAP financial measure for which a reconciliation to the comparable GAAP measure is included in Annex A. ROACE is used by the investment community as a measure of operating profit relative to total debt and equity capital. The Compensation Committee selected this criterion which measures profitability compared to total investments made in new capital. 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 performance target was achieved in 2023 with our reported production volumes within our original announced levels, effective marketing of our production, the positive impact of an efficient hedging program in relation to lower commodity prices, continuing to focus on operating efficiencies that includes capital spending being within budget and an improvement in our debt levels.

Drilling and Completion Cost per Unit of Production

The third criterion the Compensation Committee selected for 2023 was drilling and completion cost per unit of production. This metric was selected to continue to focus on capital efficiency which is dependent upon team performance, lateral lengths, effective planning and logistics among other factors. This metric is measured based on actual drilling and completion capital expenditures divided by production on an mcfe basis. In setting the performance levels (i.e. threshold, target and excellent) for drilling on completions cost per unit of production, the Compensation Committee considered publicly stated objectives of our peers along with historical internal cost efficiencies already achieved. The performance target was achieved in 2023 due to operational efficiencies and capital spending within original budget levels.

Drilling Rate of Return

The fourth criterion the Compensation Committee selected for 2023 was drilling rate of return. This metric supports our focus on selecting projects with competitive rates of return and encourages efficiency of capital investment. This metric continues to encourage focus on well productivity relative to drilling costs. The drilling rate of return 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 2023 remained among the best for our peer group and target was achieved in 2023 primarily due to the achievement of production and capital spending goals.

Discretionary Measure

The last criterion the Compensation Committee selected for 2023 was a qualitative measure which includes elements of environmental, health and safety performance (“HSE”). Range continues to be committed to ensuring it provides a safe work place and instilling a culture of safety and environmental responsibility at every level of our organization. Priorities include elements of safety performance, emissions and water management and corporate citizenship. We focus on transparency around HSE and encourage reporting of all incidents involving our employees and contractors (including near misses) and we have used examples of incidents reported as a vehicle to educate our employees and contractors to improve our HSE practices. There are also quantitative measures evaluated such as reductions in emissions, number of spills, auto accidents, leak detection inspections and notices of violations. The performance target was achieved in 2023 by the committee’s review and analysis of the strong HSE results including:

The last criterion also includes factors not otherwise captured in the previously described objective performance measures. Factors would include portfolio management, succession planning, talent development and other factors. These factors are deemed by the Compensation Committee to have been important in the year’s performance and may vary from year to year. The Committee follows no set performance targets relating to these factors. The performance target was achieved in 2023 by successfully continuing to further strengthen our financial foundation and successfully managing the impact of our management transition.

In addition to selecting the performance criteria, the Compensation Committee determined, after consultation with Meridian, the respective performance payout percentages for each of our NEOs. In determining these payout percentages, the Compensation Committee attempted to ensure that the payouts provided appropriate incentives to each of our senior executives. In setting the performance levels for 2023, the Committee considered the impact of anticipated levels of inflation and lower commodity prices. For 2023, the annual incentive payout percentage was a weighted average of the payout percentage for each category using the percentages set forth below in the table. 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. For 2023, the Compensation Committee awarded bonuses based on the formulaically determined award as shown in the table below.

RANGE RESOURCES CORPORATION -2024 Proxy Statement 42

Back to Contents

The following table sets forth the total amount of cash paid to our NEOs for 2023 performance (paid in February 2024), for 2022 performance (paid in February 2023) and for 2021 performance (paid in February 2022).

Long-Term Equity Incentive Program

The following table sets forth the value of long-term incentives granted to our NEOs for the last three years.

The 2023 Long-Term Equity Incentive program consists of Performance-Based Restricted Stock Awards and Time-Based Restricted Stock Awards. We grant long-term equity-based compensation to substantially all of our employees to promote a company wide ownership and entrepreneurialism.

RANGE RESOURCES CORPORATION -2024 Proxy Statement 43

Back to Contents

ALLOCATION OF LONG-TERM EQUITY INCENTIVE AWARDS IN 2023

*2023 TSR – PSUs.*In March 2023, the Committee awarded certain NEOs performance units that will vest based on relative TSR for the three-year performance period ending March 2026. The value of each underlying unit tracks 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 9th ranked company. 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 2023 is set forth below:

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).

*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).

*2020 TSR-PSUs.*The performance units granted in February 2020 had a performance end date of February 2023 with a target payout at the median performance compared to 15 peer companies. Our TSR resulted in a ranking of second, providing a payout of 186 percent of target, as shown below:

RANGE RESOURCES CORPORATION -2024 Proxy Statement 44

Back to Contents

3-YEAR TSR AS OF FEBRUARY 2023

Performance - Based Internal Metrics Stock Units (“PSUs”).* *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 the vesting date. 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. The number of shares earned at the end of the three-year period will be determined as follows and is based on performance established in 2023. Performance is measured relative to the target determined by the Compensation Committee. The table below summarizes these grants in 2023:

*2022 PSUs-Internal Metrics.*The performance units granted in February 2022 have 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.

*2020 PSUs-Internal Metrics.*The performance units granted in February 2020 had a performance end date of December 31, 2022. For these awards, the final payout was a combined 78%.

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. Prior to vesting, restricted stock recipients have the right to vote and receive dividends on the restricted shares.

RANGE RESOURCES CORPORATION -2024 Proxy Statement 45

Back to Contents