UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): March 17, 2023 (
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ITEM 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On March 16, 2023, Range Resources Corporation (the “Company”) announced that Chief Executive Officer (“CEO”), Jeffrey L. Ventura will retire from his position as President, CEO and a director. Mr. Ventura will step down as President and CEO at the Company’s Annual Meeting of Stockholders on May 10, 2023 and is not a candidate for re-election to the Company’s board of directors at the 2023 Annual Meeting. Mr. Ventura will remain a Company employee and continue to receive his current bi-weekly salary until June 2, 2023, after which time he will no longer be an employee.
On March 15, 2023, the board of directors appointed Dennis L.Degner, our current Chief Operating Officer, to serve as the Company’s President and Chief Executive Officer. This appointment will become effective on May 10, 2023. Mr. Degner has served as the Company’s Chief Operating Officer since 2019.
In connection with Mr. Degner’s appointment to President and Chief Executive Officer, his annual base salary will increase to $750,000 effective May 10, 2023. On March 15, he received equity grants with a fair value of $3.9 million which takes into consideration his appointment to President and CEO effective May 10, 2023. Mr. Degner’s target short term cash incentive payout will be 120% of his annual base salary.
On March 16, 2023, the Company also announced that David Poole, Senior Vice President – General Counsel and Corporate Secretary will retire effective March 17, 2023. On March 15, 2023, Erin W. McDowell was appointed to the position of Senior Vice President - General Counsel and Corporate Secretary. Neither Mr. Ventura nor Mr. Poole were granted any additional equity awards or cash bonus award for 2023.
There are no arrangements or understandings between Mr. Degner and any other person pursuant to which he was selected as President and CEO. Mr. Degner does not have any family relationship with any director or other executive officer of the Company or any person nominated or chosen by the Company to become a director or executive officer, and there are no transactions in which Mr. Degner has a material interest requiring disclosure under Item 404(a) of Regulation S-K.
ITEM 8.01 Other Events.
A copy of the press release issued by the Company, dated March 16, 2023, describing the leadership succession discussed above is attached hereto as Exhibit 99.1 and incorporated by reference.
ITEM 9.01 Financial Statements and Exhibits.
(d) Exhibits:
99.1 Press Release dated March 16, 2023
104 Cover Page Interactive Data File (embedded within the Inline XBRL document)
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
RANGE RESOURCES CORPORATION |
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By: |
/s/ Mark S. Scucchi |
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Mark S. Scucchi |
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Executive Vice President and Chief Financial Officer |
Date: March 17, 2023
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Exhibit 99.1
Range Announces CEO Retirement and Succession Plan
FORT WORTH, TEXAS, March 16, 2023-- RANGE RESOURCES CORPORATION (NYSE: RRC) announced today that, after almost 20 years of service which included the discovery and development of the Marcellus Shale field, Jeff Ventura plans to retire from the Company effective June 2, 2023 and will not seek reelection to the Board. Range’s Board of Directors has selected Dennis Degner, the Company’s Executive Vice President and Chief Operating Officer to assume the role of President and Chief Executive Officer effective at the Company’s annual shareholder meeting May 10, 2023. In addition, Mr. Degner will be nominated for election to the Company’s Board of Directors.
Mr. Degner has more than 25 years of modern shale gas development experience, including having served as Division Vice President of Range’s Appalachia Division with responsibility for what is currently the Company’s sole operational area.
“Dennis’ leadership and technical skills have enhanced Range’s operational strategy, performance, and company culture. He has played a key role in Range’s growth and success over the past decade and is the right leader at the right time for Range.” said Ventura. “I am very proud of what we have accomplished together, specifically in Pennsylvania, where we pioneered the Marcellus shale and matured Range into a top-ten producer of natural gas and natural gas liquids in the country.”
Ventura has served as the company’s CEO since 2012 having joined the Company as Chief Operating Officer in 2003. He was instrumental in the discovery of and the development of the Marcellus Shale in Appalachia, which is now one of the largest natural gas discoveries in the world.
“I have had the pleasure of working with and serving alongside Jeff for the last seven years. Jeff provided steady leadership and a consistent vision during an extremely challenging chapter for our whole industry,” said Chairman Greg Maxwell. “Jeff will leave Range with the strongest balance sheet in company history, record free cash flow, and a business that is well-positioned to generate shareholder returns. This succession plan is a testament to the strong culture at Range, and we are excited to promote our next CEO from within the Company’s existing leadership team. The Board is confident Dennis will continue to elevate the Company’s performance and drive shareholder value.”
In addition, in recognition of the outstanding work by Mark S. Scucchi as Chief Financial Officer, the Board has elected Mr. Scucchi to the position of Executive Vice President and Chief Financial Officer.
Mr. Maxwell commented “Mark has done an excellent job managing the Company’s balance sheet and financial resources to support the Company’s operational success. As a key member of the management team, the Board not only recognizes his contributions but the importance of his leadership in the future and we congratulate him on being promoted to the position of Executive Vice President.”
RANGE RESOURCES CORPORATION (NYSE: RRC) is a leading U.S. independent natural gas and NGL producer with operations focused on stacked-pay projects in the Appalachian Basin. The Company is headquartered in Fort Worth, Texas. More information about Range can be found at www.rangeresources.com.
SOURCE: Range Resources Corporation
Range Investor Contact:
Laith Sando, Vice President – Investor Relations
817-869-4267
lsando@rangeresources.com
Range Media Contact:
Mark Windle, Director of Corporate Communications
724-873-3223
mwindle@rangeresources.com