UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

SCHEDULE 14A

PROXY STATEMENT PURSUANT TO SECTION 14(a)
OF THE SECURITIES EXCHANGE ACT OF 1934

(Amendment No.     )

Filed by the Registrant

Filed by a Party other than the Registrant

Check the appropriate box:
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	Definitive Proxy Statement
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	Soliciting Material under §240.14a-12

RANGE RESOURCES CORPORATION

(Name of Registrant as Specified in Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check all boxes that apply):
	No fee required.
	Fee paid previously with preliminary materials.
	Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11.

2023 Proxy Statement

Annual Meeting

Wednesday, May 10, 2023
8:00 a.m. Central Time

Please vote promptly by:
TELEPHONE	INTERNET	MAIL	MOBILE DEVICE
		marking, signing and returning your proxy or voting instruction card

Range Resources Corporation 100 Throckmorton Street Suite 1200 Fort Worth, Texas 76102		Greg G. Maxwell Chairman of the Board

Dear Fellow Stockholders,

On behalf of the Board of Directors (the “Board”), we are pleased to invite you to participate in Range Resources’ 2023 Annual Meeting of Stockholders. Our annual meeting will be held telephonically, commencing at 8:00 a.m., Central Time, on Wednesday, May 10, 2023. To access the event you will need to register virtually at https://ir.rangeresources.com/events/event-details/2023-annual-meeting-stockholders. The attached Notice of 2023 Annual Meeting of Stockholders and Proxy Statement provide information about the business we plan to conduct.

In 2022, we successfully executed our strategy and achieved strong operational performance. Consistent with our core values, we are proud of our employees for their commitment to keeping our workplace and the communities where we operate safe. Our strategy has been, and continues to be, enhancing cash flow through operational efficiencies while improving financial strength. We are particularly proud of our return of capital program in 2022 including executing approximately $400 million of share repurchases and a reinstatement of our quarterly dividend. During the year, we also made significant progress in strengthening our balance sheet, including repaying $1.1 billion of debt. We generated a record operating cash flow of $1.9 billion in 2022.

As we continue to execute our strategy, we are guided by our longstanding commitment to sustainability, which we believe can only be successful with additional natural gas development. Our industry will be instrumental in enhancing quality of life and we believe our products will continue to make up a significant portion of the world’s energy mix even as we transition to a lower carbon future.

Engagement remains important to our Board and management as a means to solicit feedback and to ensure accountability and responsiveness to our various stakeholders. During the fall of 2022, management and the Board met with a broad range of investors to discuss, among other things, corporate governance, our executive compensation program and sustainability. I personally met with those who accepted our invitation and was accompanied by the Chair of our Compensation Committee and the Chair of our ESG & Safety Committee. Stockholder feedback is communicated to the full Board and will continue to inform our viewpoints and decisions.

On behalf of the entire Board, I would like to thank all of our stockholders for your ongoing support and investment in Range. We are proud of our employees for their many accomplishments and grateful for the counsel and guidance of our directors. We look forward to your vote at the Annual Meeting.

Sincerely yours,

Greg G. Maxwell
Chairman of the Board

March 30, 2023

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To the Stockholders of Range Resources Corporation:

The 2023 Annual Meeting of Stockholders (the “Annual Meeting” or the “Meeting”), of Range Resources Corporation, a Delaware corporation (“Range” or the “Company”), will be held telephonically on Wednesday, May 10, 2023, at 8:00 a.m., Central Time. You will be able to register for the event at: https://ir.rangeresources.com/events/event-details/2023-annual-meeting-stockholders. We encourage you to access the event prior to the start time.

The purposes of the Meeting, as more fully described in the attached Proxy Statement, are:

This notice is being sent to holders of our common stock of record at the close of business on March 17, 2023. Each such holder has the right to vote at the Meeting or any adjournment or postponement. The list of stockholders entitled to vote at the Meeting will be open to the examination of any stockholder for any purpose relevant to the Meeting during normal business hours for ten days before the Meeting at our Fort Worth offices. The list will also be available during the Meeting for inspection by stockholders.

MacKenzie Partners, Inc. has been retained to assist us in the process of obtaining your vote. If you have any questions regarding the Meeting or require assistance in voting your shares, please contact them at 800-322-2885 or call them collect at 212-929-5500.

Whether or not you plan to attend the Meeting, please complete, date and sign the enclosed proxy and return it in the envelope provided or you may vote online at www.proxyvote.com using the control number printed on the proxy. You may revoke your proxy at any time before its exercise and vote at the Meeting.

By Order of the Board of Directors

Erin W. McDowell
Corporate Secretary

March 30, 2023

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Table of Contents

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PROXY SUMMARY

This summary highlights information contained elsewhere in this proxy statement. 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 2022 performance, please review our Annual Report on Form 10-K for the fiscal year ended December 31, 2022.

Your Vote Is Very Important – VOTE TODAY

It is important that you vote. Please carefully review the proxy materials for the 2023 Annual Meeting and follow the instructions below to cast your vote on all of the voting matters.

Voting Matters and Board Recommendations

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Advance Voting Methods

We encourage you to vote right away using one of the following advance voting methods (see page 74 for additional details), so your vote will be counted if you later decide to not attend the meeting telephonically. Make sure to have your proxy card or voting instruction forms in hand and follow the instructions.

You can vote in advance in one of four ways:

	Visit the website listed on your proxy card/voting instruction form to vote VIA THE INTERNET
	Call the telephone number on your proxy card/voting instruction form to vote BY TELEPHONE
	Sign, date and return your proxy card/voting instruction form in the enclosed envelope to vote BY MAIL
	Scan the QR code on your proxy card to vote by MOBILE DEVICE

Voting at our 2023 Telephonic Annual Meeting of Stockholders

The annual meeting will begin promptly at 8:00 a.m. Central Time on May 10, 2023. You can register for the event at: https://ir.rangeresources.com/events/event-details/2023-annual-meeting-stockholders. We encourage you to access the event prior ro the start time. You will be instructed on how to vote your shares at the Meeting at the beginning of the call.

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 20, include:

Independent board committees – Audit; Compensation; ESG and Safety; Governance and Nominating; Dividend;

Independent Chairman;

Committee Charters;

Independent directors meet regularly in executive session without management;

Regular board and committee self-evaluation process;

Strong code of ethics;

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;

Number of Board Meetings in 2022: 6;

1/3 of independent directors are women;

86% of Director Nominees are independent;

There is at least one opportunity, on an annual basis, for at least five of the then-ten-largest stockholders to meet with two or more independent directors; and

Annual outreach directly to stockholders.

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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	EMAIL	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 Meeting

 

STOCKHOLDER ENGAGEMENT IN FALL 2022 AND EARLY 2023

WE CONTACTED STOCKHOLDERS
REPRESENTING OVER:

The Board values our stockholders’ perspectives and feedback and we are committed to a robust stockholder engagement program. These meetings are designed to better understand how our stockholders perceive Range and to provide our investors an opportunity to discuss matters they believe deserve attention. We solicit feedback from institutional investors including asset managers and the proxy advisory firms. A cross functional team from management, along with one or more of our independent directors met with those investors that accepted our invitation. For this engagment cycle, the majority of stockholders we contacted responded that they did not seek to engage at this time or did not respond to our request. Several of these holders have engaged with us and provided feedback in prior rounds of engagement. We participated in discussions with stockholders that agreed to engage with us.

 

TOPICS COVERED IN OUR OUTREACH
Strategy and Performance	Environment, Sustainability and Climate	Human Capital Management	Governance and Risk Oversight	Executive Compensation

 

2022 “Say-on-Pay” Support 98%

At our 2022 Annual Meeting, our stockholders expressed support of our executive compensation program including changes that have been made to strengthen the link between pay and performance. Over the last several years, the Compensation Committee implemented a number of changes to our compensation program based on the feedback we have received and we continually seek to align compensation and incentives with the current commodity price environment and our stockholders’ interests. The Compensation Committee will continue to engage with stockholders on the design of our executive compensation and work to promote alignment of officer pay with stockholder interest. For additional information see “Executive Compensation Overview” on page 9 and “Stockholder Engagement and Responsiveness” in our Compensation Discussion and Analysis ("CD&A") beginning on page 36.

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Environmental, Social and Governance (ESG)

Our investors are interested in how we approach sustainable business practices and how we integrate sustainability into our business objectives and corporate culture. In our annual board outreach, we reviewed topics from our 2021 - 2022 Corporate Sustainability Report, which is available on our company website. We believe our focus on sustainability creates value for our stockholders and helps position us to continuously improve business performance. 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. Highlights from our 2021 - 2022 Corporate Sustainability Report are summarized below:

 

ESG Highlights

	We remain committed to our goal of Net Zero Scope 1 and Scope 2 GHG Emissions by 2025 through continued emissions reduction efforts, including evaluation and implementation of new technology and engineering solutions, along with appropriate carbon offsets.

	Reduced methane emission intensity by 75% since 2018			Range employees completed more than 2,500 hours of safety-related training
	Recycled 147% of produced water   and flowback volume through our water sharing program			Named to the list of Newsweek Magazine’s   2022 America’s Most Responsible Companies
	Paid over $3.3 billion in impact fees, royalty and lease payments, and charitable contributions benefiting Pennsylvanians and Pennsylvania communities through 2021			Ranked lowest CO2e emissions intensity in a group of 11 peers as a result of our investments in emissions management and advantageous position relative to other operating regions
	Volunteered more than 675 employee hours to build up our local communities			Invested $514,000 into our communities, including over $127,000 donated to first responders through our Good Neighbors Fund

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Board Refreshment

The Governance and Nominating Committee regularly evaluates the size and composition of the Board and continually assesses whether the composition appropriately relates to our strategic needs which change as our business environment evolves. The Governance and Nominating Committee believes that annual board evaluations are a critical tool in assessing the effectiveness of the Board, its committee and its directors. The Governance and Nominating Committee considers the format of this evaluation process annually which, in recent years, has included anonymous questionnaires, one-on-one director interviews and the assistance of outside legal counsel. When conducting its review of the appropriate skills and qualifications of desired directors, the Governance and Nominating Committee considers diversity of skills, gender, age, ethnicity and any other self-disclosed factors. The Board balances an interest in continuity with the need for fresh perspectives and diversity that board refreshment and director succession planning can provide. On March 16, 2023, Mr. Ventura announced his retirement as President and Chief Executive Officer effective May 10, 2023. Mr. Ventura is not a nominee for re-election to the Board and will continue to serve as CEO and a director until May 10, 2023. Mr. Dennis L. Degner, our Chief Operating Officer, has been appointed President and Chief Executive Officer, to be effective at the Annual Meeting on May 10, 2023.

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Board Nominees and Current Committee Memberships (pages 15 - 18)

Name	Age	Director Since	Principal Occupation	Committee Membership
				Audit	Compensation	ESG and Safety	Governance and Nominating	Dividend
Brenda A. Cline Independent	62	2015	Chief Financial Officer, Treasurer and Secretary of the Kimbell Art Foundation	Chair
Margaret K. Dorman Independent	59	2019	Former Chief Financial Officer of Smith International, Inc.			Chair
James M. Funk Independent	73	2008	Former Senior Vice President of Equitable Resources				Chair
Steve D. Gray Independent	63	2018	Former Chief Executive Officer of RSP Permian Inc.		Chair
Greg G. Maxwell Independent Chairman	66	2015	Former Executive Vice President, Finance and Chief Financial Officer of Phillips 66					Chair
Reginal W. Spiller Independent	70	2021	President and CEO of Azimuth Energy Investments, LLC and formerly Deputy Assistant Secretary of Oil & Gas at U.S. Department of Energy
Dennis L. Degner	50		Effective May 10, 2023, Chief Executive Officer and President. Previously Executive Vice President, Chief Operating Officer of Range

Key Qualifications

The following are some of the key qualifications and skills of our Board.

	CEO/Senior Officer Experience	Industry Experience	Financial Reporting Experience	Banking/ Finance Experience	Engineering/ Geoscience	Technology	Risk Management	Environmental, Health, Safety, and Sustainability
Brenda A. Cline
Margaret K. Dorman
James M. Funk
Steve D. Gray
Greg G. Maxwell
Reginal W. Spiller
Dennis L. Degner

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 the following 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.

CEO/Senior Officer experience. We believe individuals with CEO experience have valuable insight and a practical understanding of organizations, processes, strategy and risk management. Through service as top leaders at other organizations, directors with CEO or senior officer experience bring valued perspectives on common issues affecting publicly traded companies such as Range.

Industry experience. We believe that experience as an executive, director or other leadership position in the energy industry is an important consideration for service on the Board. Individuals with specific industry experience bring pertinent background and knowledge to the Board, providing valuable perspective on issues specific to the Company’s business.

Financial Reporting/Finance/Banking experience. The Company measures its operating and strategic performance by reference to financial targets. In addition, accurate financial reporting and robust auditing are critical to the Company’s success. As a result, we believe it is important that directors have finance and financial reporting experience. We seek to have multiple directors who qualify as audit committee financial experts. In

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Compensation and Benefits. We review compensation for all employees at least annually to adjust for market conditions and to attract and retain a highly skilled workforce. We encourage our employees to take full advantage of the benefits and programs we offer. In addition to competitive base wages, other benefits include an annual cash bonus plan, long-term equity incentive plan, company-match 401(k) plan, healthcare and insurance benefits, flexible spending accounts and employee assistance programs.

Our compensation program includes eligibility for all full-time employees to receive equity awards which we believe is somewhat unique among our peers and encourages every employee to think like an owner of the business and be vested in its success. We believe these practices, and those further described below, are the key drivers in our very low voluntary turnover rates, which averaged less than 4.5% over the five-year period ending December 31, 2022.

Health and Safety. We believe health and safety is a core value and engrained in all aspects of our business. This value is reflected in our strong safety culture that emphasizes personal responsibility and safety leadership both for our employees and our contractors on our worksites. Our comprehensive environmental, health and safety (EHS) management system establishes a corporate governance framework for EHS compliance and performance and covers all elements of our operating lifecycle. These practices and the commitment of our management and our employees to our culture of safety have resulted in only four OSHA recordable incidents in 3.6 million work hours over the three-year period from 2020 through 2022, for an average Total Recordable Incident Rate of 0.22 over that three-year period.

Recruiting, Hiring and Advancement. Due to the cyclical nature of our business and the fluctuations in activity that can occur, we take a conservative approach to our headcount, carefully evaluating whether a new hire is necessary for an open position or whether we can fill the position by expanding the role of a current employee or several employees. In this way, we provide employees with opportunities to learn new roles and develop their skills horizontally and vertically and limit or minimize layoffs and fluctuations when downturns occur.

We identify qualified candidates by promoting positions internally, engaging in recruiting through our website platforms, campus outreach, internships and attending job fairs. In our recruiting and hiring efforts, we seek to foster a culture of mutual respect and strictly comply with all applicable federal, state and local laws governing non-discrimination in employment. We treat all applicants with the same high level of respect regardless of their gender, ethnicity, religion, national origin, age, marital status, political affiliation, sexual orientation, gender identity, disability or protected veteran status. This philosophy extends to all employees throughout the lifecycle of employment.

Executive Compensation Overview

The Compensation Committee believes that a program weighted toward variable, at-risk compensation helps align the interest of management and stockholders. The chart below illustrates our CEO’s 2022 at-risk compensation. A significant portion of reported compensation is an incentive for future performance and realized only if Range meets certain performance measures.

 

 

(1)

Amounts shown reflect salary paid in 2022. Annual Cash Incentive Award for 2022, which was paid in 2023 based on 2022 performance and the grant date fair value of Long-Term Incentive Awards granted in 2022.

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Pay For Performance

Our executive compensation programs deliver payments aligned with performance achieved and are designed in a way that our performance impacts the “Compensation Actually Paid” (“CAP”) of our Named Executive Officers (“NEOs”). The graphics below compare the CAP of our CEO, the average compensation actually paid to our remaining NEOs and the TSR performance of our peer group and Range. The TSR amounts in the graph assume $100 was invested beginning December 31, 2019. CAP is calculated in accordance with SEC rules.

CEO Compensation Summary

The Annual Cash Incentive for 2022 (paid in February 2023) was 108% of our CEO’s base salary. His target annual cash incentive award was 120% of his base salary and his maximum award was 240%. On March 16, 2023, Mr. Ventura announced his retirement as President and Chief Executive Officer effective May 10, 2023. The tables below detail the results of our Board’s CEO compensation decisions for the last five years (in thousands):

 

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Changes to the Compensation Program in Effect for 2022

Effective for the 2022 compensation period, the Compensation Committee:

•

Increased the CEO base salary 3% after seven years of no increase;

•

Terminated the automatic vesting of equity awards from being fully vested at age 65 for officers;

•

Adopted “best net” policy for covered executives; and

•

Changed Long Term Incentive measure from Debt/EBITDAX to a range of absolute net debt (debt less cash on hand).

Changes to the Compensation Program in Effect for 2023

•

Replaced Annual Cash Incentive metric drilling and completion cost per foot with drilling and completion cost per unit of production (mcfe); and

•

For officers, adjusted eligibility for post-retirement benefits.

Status of Previously Granted Performance-Based Restricted Stock Awards

In February 2020, the Compensation Committee granted long-term incentive awards to the NEOs which included Performance-Based Restricted Stock based on a comparative performance of our common stock measured against a predetermined group of peer companies (“TSR-PSUs”), each of which was equivalent to one share of common stock. The TSR-PSUs awards granted in 2020 were payable in shares of common stock from zero to 200% of the target number granted. The performance period for the TSR-PSUs began February 2020 and ended February 2023. In March 2023 the Compensation Committee certified Range’s TSR over the performance period, where our rank among our peers was 2^nd and the actual payout was 186%.

In February 2020, the Compensation Committee granted long-term incentive awards to NEOs that included Performance-Based Restricted Stock based on Reserves and Production Growth Per Share (debt adjusted). The performance period began January 1, 2020 and ended December 31, 2022 and was payable based on targets set by the Compensation Committee in common stock from zero to 200% of the target number granted. In March 2023, the Compensation Committee certified the results over the performance period, which resulted in a combined payout of 78% of the award.

Important Dates for 2024 Annual Meeting of Stockholders (page 73)

Stockholder proposals submitted for inclusion in our 2024 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 1, 2023.

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PROXY STATEMENT

We are furnishing you this proxy statement to solicit proxies to be voted at the 2023 Annual Meeting of Stockholders of Range Resources Corporation. The meeting will be held telephonically on May 10, 2023 at 8:00 a.m., Central Time. The proxies also may be voted at any adjournment or postponements of the meeting.

The mailing address of our principal office is 100 Throckmorton Street, Suite 1200, Fort Worth, Texas 76102. We are first furnishing these proxy materials to stockholders on March 30, 2023.

All properly executed written proxies and all properly completed proxies submitted by telephone, mobile device or internet that are delivered pursuant to this solicitation will be voted at the meeting in accordance with the directions given in the proxy, unless the proxy is revoked prior to completion of voting at the meeting.

Only owners of record of shares of Range common stock as of the close of business on March 17, 2023, the record date, are entitled to notice of, and to vote at, the meeting or any adjournments or postponements of the meeting. Each owner of Common Stock on the record date is entitled to one vote for each share of Common Stock held. On March 17, 2023, there were 241,681,124 shares of Common Stock outstanding and entitled to vote.

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ELECTION OF DIRECTORS

All of our directors are elected to a single year term. As a result, the current term of all our directors expires at the 2023 Annual Meeting. Based on the recommendation received from the Governance and Nominating Committee, our Board of Directors proposes that each of the nominees, six of whom are currently serving as directors, be elected for a new term expiring at the 2024 annual meeting or when their successors are duly elected and qualified. Each of the nominees has agreed to serve if elected. If any one of them becomes unavailable to serve as a director, our Board may designate a substitute nominee. In that case, the persons named as proxies will vote for the substitute nominee designated by our Board. Our Board does not presently contemplate that any of the nominees will become unavailable for election. Due to his impending retirement, Mr. Ventura is not a nominee for re-election.

Because it is an uncontested election of directors, each nominee must receive more votes “for” the nominee than votes cast “against” the nominee in order for the nominee to be elected to the Board of Directors. Under our by-laws, in the event a candidate for the Board does not receive more “for” votes than votes “against,” the candidate’s resignation from the Board will be considered by the Governance and Nominating Committee. A properly executed proxy marked “Abstain” with respect to the election of one or more of our directors will not be voted with respect to the director or directors indicated, although it will be counted for purposes of determining whether a quorum is present. Uninstructed shares are not entitled to vote on this proposal; therefore, broker non-votes will not affect the outcome of this proposal. Proxies cannot be voted for a greater number of persons than the number of nominees named. The reasons described at the end of each biographical summary for each nominee that discusses the skills, qualifications and attributes of such candidates, led the Governance and Nominating Committee to recommend such persons for election to the Board. In the event of a contested election of directors, a nominee would be required to receive a plurality of the votes of the holders of shares of our common stock present in person or by proxy and entitled to vote at the meeting. Under our by-laws, an “uncontested election” is an election in which the number of nominees for director is not greater than the number to be elected and a “contested election” is an election in which the number of nominees for director is greater than the number to be elected.

The Board of Directors recommends a vote FOR all of the nominees

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Our Corporate Governance Guidelines contain criteria that apply to nominees recommended by the Governance and Nominating Committee for positions on our Board. Under these criteria, members of our Board should:

Our Board prefers to have a reasonable number of directors who have experience within the oil and gas industry. Our Board has also adopted a policy with regard to the consideration of diversity in the selection of candidates for the Board of Directors and that policy has been included in the Governance and Nominating Committee’s charter.

In accordance with applicable laws, regulations, our Corporate Governance Principles and the rules of the New York Stock Exchange (“NYSE”), the Board must affirmatively determine the independence of each director and director nominee. The Governance and Nominating Committee considers all relevant facts and circumstances including, without limitation, transactions during the previous year between Range and the director directly, immediate family members of the director, organizations with which the director is affiliated, and the frequency and dollar amounts associated with these transactions. The Committee then makes a recommendation to the Board with respect to the independence of each director and director nominee. Based on these considerations, the Board determined the following directors are independent:

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	BRENDA A. CLINE
	Independent Director Age: 62 Director Since: 2015	Board Committees: • Audit (Chair) • ESG & Safety • Governance and Nominating

Ms. Cline became a director in 2015. Since 1993, Ms. Cline has served as Chief Financial Officer, Treasurer, and Secretary of the Kimbell Art Foundation, a private operating foundation that holds significant investments in oil and gas interests and owns and operates the Kimbell Art Museum, Fort Worth, Texas. From 1993 until 2013, Ms. Cline also served as a contract author for Thomson Reuters, Fort Worth, Texas. Before 1993, Ms. Cline was a Senior Manager with Ernst & Young LLP. Ms. Cline also serves on the Board of Trustees of Texas Christian University. Ms. Cline is a certified public accountant. She received her Bachelor of Business Administration, Accounting degree, summa cum laude, from Texas Christian University.

Current Public Company Directorships: Tyler Technologies; American Beacon Funds

Public Company Directorships Within the Past Five Years: Cushing Funds

Key Attributes, Skills and Experience

Ms. Cline has extensive experience in a number of areas including accounting and finance. She serves as chair of the Company’s Audit Committee. Her experience as a current chief financial officer, her public accounting experience and her work as an independent board member are the primary factors in the Board having elected Ms. Cline originally as a Director of the Company and for the Governance and Nominating Committee’s recommendation that she be nominated for re-election to the Board.

	MARGARET K. DORMAN
	Independent Director Age: 59 Director Since: 2019	Board Committees: • ESG & Safety (Chair) • Audit

Margaret K. Dorman became a director in 2019, Ms. Dorman has 30 years of experience in the energy industry, largely focused in the oilfield service and equipment sector. In 2009, she retired as the Executive Vice President, Chief Financial Officer and Treasurer of Smith International, Inc. (now part of Schlumberger Limited) after spending more than a decade in that role. Previously, she held management positions at Landmark Graphics, prior to its acquisition by Halliburton Corporation, and Ernst & Young, LLP. Ms. Dorman received a Bachelor of Arts degree in Economics-Business from Hendrix College and is a certified public accountant.

Current Public Company Directorships: None

Public Company Directorships Within the Past Five Years: EQT Corporation, Equitrans Midstream Corporation

Key Attributes, Skills and Experience

Ms. Dorman has over ten years of executive level management in the energy industry. She serves as chair of the Company's ESG & Safety Committee. Ms. Dorman brings a variety of accounting, financial and executive experience and perspective to the Board. Ms. Dorman’s background and experience led the Board to originally select and appoint Ms. Dorman as a Director of the Company and for the Governance and Nominating Committee to nominate her for re-election to the Board.

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	JAMES M. FUNK
	Independent Director Age: 73 Director Since: 2008	Board Committees: • Governance and Nominating (Chair) • ESG & Safety • Compensation

Mr. Funk is an independent consultant and producer with over 40 years of experience in the energy industry. Mr. Funk served as Senior Vice President of Equitable Resources and President of Equitable Production Co. from June 2000 until December 2003. Previously, Mr. Funk was employed by Shell Oil Company for 23 years in senior management and technical positions. Mr. Funk has previously served on the boards of Westport Resources (2000 to 2004) and Matador Resources Company (2003 to 2008). Mr. Funk received a B.A. degree in Geology from Wittenberg University, a M.S. in Geology from the University of Connecticut, and a PhD in Geology from the University of Kansas. Mr. Funk is a Certified Petroleum Geologist.

Current Public Company Directorships: None

Public Company Directorships Within the Past Five Years: Superior Energy Services

Key Attributes, Skills and Experience

Mr. Funk was selected to serve as a Director based on his strong technical experience in geology as well as his knowledge of the Appalachian basin where all of the Company’s current exploration is being conducted. He has significant technical expertise in unconventional oil and gas resources and knowledge of oil and gas exploration and development generally as well as reserves determination and reporting in particular as a result of his service at Shell and Equitable Production, one of the leading companies in the Appalachian basin. Mr. Funk has knowledge from his service with Equitable regarding the regulatory, political and environmental arenas in Pennsylvania. All of these skills and attributes were considered by the Board in originally selecting Mr. Funk to join the Board and led the Governance and Nominating Committee to nominate him for re-election to the Board.

	STEVE D. GRAY
	Independent Director Age: 63 Director Since: 2018	Board Committees: • Compensation (Chair) • ESG & Safety

Steve Gray became a director in 2018. Mr. Gray served as a founder, director and Chief Executive Officer of RSP Permian Inc. from its inception in 2010 until its merger with Concho Resources in 2018. After the merger with Concho, he joined Concho’s Board of Directors and served until Concho’s merger with Conoco Phillips. Prior to forming RSP Permian, Mr. Gray founded several successful oil and gas ventures spanning nearly 20 years in partnerships with Natural Gas Partners, an Irving, Texas based private equity company. Prior to going into business for himself, Mr. Gray spent 11 years employed in the oil and gas industry in various capacities as a petroleum engineer. Mr. Gray currently serves as the Chairman of the Board of Permian Resources, LLC, a private company that owns assets in the Permian Basin. Mr. Gray is also on the Board of Directors of the Texas Tech Foundation. In addition, he is a member of the Petroleum Engineering Academy and serves on the Dean’s Advisory Council for the College of Engineering at Texas Tech University – the institution from which he earned a Bachelor of Science in Petroleum Engineering in 1982. He is also a member of the Executive Advisory Council of the George W. Bush Presidential Center in Dallas, Texas.

Current Public Company Directorships: Permian Resources, LLC

Public Company Directorships Within the Past Five Years: RSP Permian Inc., Concho Resources, Inc., Centennial Resource Development

Key Attributes, Skills and Experience

Mr. Gray was selected to serve as a Director based on his extensive experience as an oil and gas business executive who has over 35 years of experience in the industry. Mr. Gray has held leadership positions in public oil and gas companies, including as CEO, which provides him invaluable board skills and experience. Mr. Gray’s background and experience led the Board to originally select and appoint Mr. Gray as a Director of the Company and for the Governance and Nominating Committee to nominate him for re-election to the Board.

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	GREG G. MAXWELL
	Chairman of the Board Age: 66 Director Since: 2015	Board Committees: • Audit • Compensation • ESG & Safety • Dividend (Chair)

Mr. Maxwell became a director in 2015. Mr. Maxwell served as executive vice president, finance, and chief financial officer for Phillips 66, a diversified energy manufacturing and logistics company until his retirement on December 31, 2015. Mr. Maxwell has over 37 years of experience in various financial roles within the petrochemical and oil and gas industries. Mr. Maxwell served as senior vice president, chief financial officer and controller for Chevron Phillips Chemical Company from 2003 until joining Phillips 66 in 2012. He joined Phillips Petroleum Company in 1978 and held various positions within the comptroller’s group including the corporate planning and development group, the corporate treasury department and downstream business units. He is a certified public accountant and a certified internal auditor. He earned a Bachelor of Accountancy degree from New Mexico State University in 1978.

Current Public Company Directorships: None

Public Company Directorships Within the Past Five Years: Jeld – Wen Holding, Inc.

Key Attributes, Skills and Experience

Mr. Maxwell’s background includes a significant amount of experience in public company finance and financial reporting and, as a result, he has significant experience with SEC filings required of public companies in the energy business. His wide and varied experience in the energy business, including information technology, have provided him with an understanding and insight concerning the risks faced by oil and gas companies. He currently serves as the Chairman of the Board. Mr. Maxwell’s corporate finance, accounting, technology and financial reporting experience led the Governance and Nominating Committee to originally appoint him as a Director of the Company and for the Governance and Nominating Committee to nominate him for re-election to the Board.

	REGINAL W. SPILLER
	Independent Director Age: 70 Director Since: 2021	Board Committees: • Governance and Nominating • ESG & Safety

Mr. Spiller became a director in 2021. Mr. Spiller began his energy career as a geologist with Exxon USA and is now President and CEO of Azimuth Energy Investments, LLC, providing energy advisory services to upstream companies. Mr. Spiller also had a distinguished public service career, having served as the Deputy Assistant Secretary of Oil and Gas at the U.S. Department of Energy, focusing on the development of advanced technologies for the natural gas and oil industry. He is still active with the DOE’s fossil energy technology and carbon capture projects and has served on several National Research Council/National Academy of Science boards. He is a member of the American Association of Petroleum Geologists, Society of Petroleum Engineers, Geologic Society of America, and the National Association of Black Geoscientists. He earned a bachelor’s degree in geology from the State University of New York and a M.S. in geology from Pennsylvania State University. 

Current Public Company Directorships: None

Public Company Directorships Within the Past Five Years: None

Key Attributes, Skills and Experience

Mr. Spiller was selected to serve as a Director based on his technical experience in geology as well as his experience in the oil and gas business. He brings to the Board a depth of knowledge and experience in technological areas important to the Company. His background and experience led the Board to select and appoint Mr. Spiller to the Board in 2021 and for the Governance and Nominating Committee to nominate him for re-election to the Board.

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	DENNIS L. DEGNER
	Age: 50

On May 10, 2023, Mr. Degner's appointment as the Company's Chief Executive Officer and President will become effective. Having joined Range in 2010, Mr. Degner was named senior vice president of operations in 2018 and Chief Operating Officer in May 2019. Previously, Mr. Degner served as vice president of Appalachia. Mr. Degner has more than 20 years of oil and gas experience, having worked in a variety of technical and managerial positions across the United States including, Texas, Louisiana, Wyoming, Colorado and Pennsylvania. Prior to joining Range, Mr. Degner held positions with EnCana, Sierra Engineering and Halliburton. Mr. Degner is a member of the Society of Petroleum Engineers. Mr. Degner holds a Bachelor of Science Degree in Agricultural Engineering from Texas A&M University.

Current Public Company Directorships: None

Public Company Directorships Within the Past Five Years: None

Key Attributes, Skills and Experience

Mr. Degner is a highly experienced oil and gas business executive who has a very deep technical understanding of the development of oil and gas reserves, particularly oil and gas reserves from unconventional resources. The Governance and Nominating Committee considers having the benefit of the technical management perspective provided to the Board from Mr. Degner highly desirable and beneficial to the long term growth and development of the Company because its exploration and development strategies, especially in the Marcellus Shale play, are important to stockholder value. The Governance and Nominating Committee also believes having the point of view of the Chief Executive Officer represented on the Board is in the best interest of the stockholders and therefore, the Governance and Nominating Committee nominated Mr. Degner as a director for election to the Board.

The policy of our Governance and Nominating Committee is to consider stockholder nominations for director candidates as described below under “Identifying and Evaluating Board Nominees for Directors, including Diversity Considerations.” In evaluating such nominations and in evaluating the composition of the Board, our Governance and Nominating Committee seeks to achieve a balance of knowledge, experience and capability on our Board and to address the membership criteria set forth above under “Director Qualifications”. Any stockholder nominations proposed for consideration by our Governance and Nominating Committee should include the nominee’s name and qualifications for Board of Directors membership, meet the requirements set forth in our by-laws and should be addressed to: Corporate Secretary, Range Resources Corporation, 100 Throckmorton Street, Suite 1200, Fort Worth, Texas 76102.

Our Governance and Nominating Committee uses a variety of avenues to identify and evaluate director nominees. The Committee regularly assesses the appropriate size of our Board and whether any vacancies are expected due to retirement or otherwise. If vacancies are anticipated, or otherwise arise, our Governance and Nominating Committee considers various potential candidates for the Board. Candidates may come to the attention of the Committee through current Board members, stockholders or other persons. Candidates may be evaluated at regular or special meetings of the Committee and may be considered at any point during the year.

The Board ensures refreshment and continued effectiveness through evaluation, nomination and other policies, processes and practices. For example:

The Committee also considers any stockholder nominations for candidates for our Board. Following verification of the stockholder status of persons proposing candidates, recommendations are provided to and considered by our Governance and Nominating Committee at a regularly scheduled meeting, which is generally the first or second meeting before the issuance of the proxy statement for our annual meeting. If any materials are provided by a stockholder in connection with the nomination of a director candidate, such materials are forwarded to our Governance and Nominating Committee. Our Governance and Nominating Committee also reviews materials provided by other parties in connection with a nominee who is not proposed by a stockholder. In evaluating such nominations, our

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Governance and Nominating Committee seeks to achieve a balance of knowledge, experience and capability on our Board of Directors and evaluates the experience, skills, abilities and qualifications of each candidate and considers the diversity of the current members of the Board. Our Governance and Nominating Committee has in the past used a paid third-party to identify potential directors and if it does engage such third party, it is committed to having any such third party seek candidates, regardless of gender, ethnicity or national origin, as part of the Board’s commitment to consideration of diversity as described in the Company’s Corporate Governance Guidelines and the Committee’s charter. The Governance and Nominating Committee annually assesses the effectiveness of the Company’s diversity policy in connection with the selection of individual candidates for election or re-election to the Board. As the Board evolves, racial and ethnic diversity will be an important factor considered in assessing the overall mix of skills, experience, background and characteristics. We recognize the importance of diversity and welcome continued dialogue with our investors on this topic.

The Company’s By-Laws allow a stockholder or group of stockholders that meet certain criteria and requirements to nominate candidates for election to the Board and have such persons included in the Company’s proxy statement. The basic requirements to be met in order to submit a candidate for election to the Board utilizing proxy access are that a stockholder or group of stockholders comprised of no more than 20 unaffiliated stockholders must have owned at least 3% of the outstanding common stock of the Company for at least 3 years in order to submit a nominee. The maximum number of nominees is 20% of the Board or 2, whichever is greater. If you wish to utilize the Company’s proxy access process, you must submit the information required under the By-Laws to the Company not less than one hundred and twenty (120) days nor more than one hundred and fifty (150) days prior to the first anniversary of the date that the Company first distributed its proxy statement to stockholders for the previous year’s Annual Meeting (i.e. March 30, 2023). Copies of the Company’s By-laws are available on the Company’s website at www.rangeresources.com or upon request addressed to the Company’s Corporate Secretary. Any questions regarding the Company’s proxy access procedures may be directed to the Company’s Corporate Secretary.

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CORPORATE GOVERNANCE

We are committed to having sound and strong corporate governance principles. We believe having such principles and using them in the daily conduct of our business is essential to running our business efficiently and to maintaining our integrity in the marketplace and among the Company’s various constituents, including the public and you, our stockholders. The Board continually reviews evolving best practices in governance and seeks input from Range’s stockholders through our ongoing stockholder engagement program. Our website contains a number of documents, available free of charge, that are helpful to your understanding of our corporate governance practices, including:

A summary of key governance highlights are noted below:

Chairman and CEO Roles

At different times in the Company’s history, the positions of chairman and chief executive officer have been split or combined as circumstances have warranted. The Board recognizes that no single leadership structure is right for all companies at all times. Accordingly, annually the Board may elect as Chairman any member of the Board, including the CEO. Currently, the Chairman is independent. The Chairman of the Board presides at the Board meetings and meetings of stockholders and his responsibilities include, among other things:

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Attendance

The Board of Directors met six times in 2022. Each director attended at least 75% of the meetings held by the Board and the committees on which he or she served during the year. Directors are expected to attend all meetings of stockholders, the Board and the committees which they serve. All of our directors attended the 2022 Annual Meeting of Stockholders.

Executive Sessions of Non-Employee Directors

Non-employee directors ordinarily meet in executive session without management present at each regularly scheduled Board meeting and may meet at other times at the discretion of the Chairman or at the request of any non-employee director.

Review and Approval of Related Person Transactions

Our Governance and Nominating Committee Charter includes a provision regarding the review and approval of related person transactions. Our Governance and Nominating Committee is charged with reviewing transactions which would require disclosure under our filings under the Exchange Act, and related rules, as a related person transaction, and making a recommendation to our Board regarding the initial authorization or ratification of any such transaction. If our Board of Directors considers ratification of a related person transaction and determines not to ratify the transaction, management is required to make all reasonable efforts to cancel or annul such transaction.

In determining whether or not to recommend the approval or ratification of a related person transaction, our Governance and Nominating Committee will consider the relevant facts and circumstances including, if applicable:

No related person transaction in an amount exceeding $120,000 occurred during 2022.

Code of Business Conduct and Ethics

We have a written Code of Business Conduct and Ethics which is applicable to all of our directors and employees including our principal executive officer, our principal financial officer and our principal accounting officer. We intend to post amendments to and waivers, if any, from our code of ethics (to the extent applicable to our principal executive and financial officers and directors) on our website at www.rangeresources.com under the section titled “Corporate Governance.” The latest change to our Code of Business Conduct and Ethics was posted February 20, 2013. The Code of Business Conduct and Ethics was reviewed by our Board of Directors and our Governance and Nominating Committee in early 2023.

The Board’s role in risk oversight recognizes the multifaceted nature of risk management. It is a control and compliance function, but it also involves strategic considerations in normal business decisions, finance, security, cybersecurity, safety, health and environmental concerns.

The Board has empowered its Committees with risk oversight responsibilities. Each of the Committees meets regularly with management to review, as appropriate, compliance with existing policies and procedures and to discuss change or improvement that may be required or desirable. In addition, the Board receives regular and detailed reports from management covering cybersecurity and other risks involving technology.

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The Audit Committee plays a central role in the Board’s oversight of internal risks, by evaluating the Company’s financial reporting, by supervising the internal audit function, interfacing with the independent auditor, regularly communicating with the Chief Financial Officer and other members of management, monitoring the Company’s compliance programs, including the Company’s third party anonymous hotline for the notification of compliance concerns, supervising the investigation of any alleged financial fraud, monitoring the Company’s internal risk forums and the Company’s enterprise risk management program (the responsibility for which the Audit Committee shares with the Board).

The Compensation Committee considers the possible risk implications of the Company’s various compensation programs and plans and monitors the elements of such compensation programs so that risk in the behavior of the employees of the Company, including our NEOs, is considered in such policies and programs and does not incentivize excess risk taking.

The ESG and Safety Committee monitors risks and opportunities related to ESG, climate and sustainability matters including identifying, assessing, monitoring and managing the principal risks associated with health, safety and the environment.

The Governance and Nominating Committee is responsible for the oversight of the Company’s governance processes and monitors those processes, including the Company’s Code of Business Conduct and Business Ethics compliance function, Board Committee Charters and Board annual evaluations, to evaluate their effectiveness in avoiding the creation of risk to the Company and providing for proper and effective governance of the Company.

Cybersecurity is an integral part of risk management. The Board appreciates the rapidly evolving nature of threats presented by cyber-security incidents and is committed to the prevention, timely detection and mitigation of the effects of any such incidents. The Board receives quarterly updates from management regarding cybersecurity. Range has not experienced a material cybersecurity breach within the past three years.

While the Board and its committees oversee risk management, Range management is responsible for managing risk. We have a robust enterprise risk management process for identifying, assessing and managing risk and monitoring risk mitigation strategies which is reviewed quarterly by the Audit Committee. Under the leadership of our Principal Accounting Officer, a committee of officers and senior managers work across the business to manage each enterprise level risk and to identify emerging risks and the results are reported annually to the Board.

Our commitment to acting responsibly and ethically guides our work each day, influencing every aspect of our operations from the boardroom to the well pad. We are committed to operating in a sustainable manner and proactively working with the communities where we operate to ensure that our team can deliver long-term, sustainable value to our stockholders, business partners and community members, all while protecting the environment and creating economic opportunity.

Our corporate sustainability (“CS”) strategy is guided by the following five key tenets aimed at delivering long-term, sustainable value to our stockholders, business partners and community members:

Our Board feels strongly that executing on these key tenets is important to our long-term sustainable growth. As a result, in 2023, 25% of certain executive officers’ respective Annual Incentive Awards is tied to goals in the area of CS.

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Environmental Stewardship

Safety Leadership

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Human Capital Management

Corporate Governance

Community Impact

Our Audit Committee, Compensation Committee, ESG & Safety and Governance and Nominating Committee are each composed of independent directors. The primary responsibilities of the committees are described below. From time to time, the Board delegates additional duties to the standing committees.

	Audit Committee	Meetings in 2022: 7*
	Members: Brenda A. Cline (Chair), Margaret K. Dorman, Greg G. Maxwell
Primary Responsibilities
• prepares the Audit Committee report for inclusion in the annual proxy statement; • annually reviews our Audit Committee charter and our Audit Committee’s performance; • appoints, evaluates and determines the compensation of our independent registered public accounting firm; • reviews and approves the scope of the annual audit; the audit fee and the financial statements; • reviews our disclosure controls and procedures; • supervises our internal audit functions; • reviews our corporate policies with respect to financial information and earnings guidance;		• oversees any investigations into complaints concerning financial matters; and • reviews any risks that may have a significant impact on our financial statements.   The Audit Committee members are independent within the meaning of the listing standards of the NYSE, SEC regulations and our Corporate Governance Guidelines and are financially literate. The Board has determined that Ms. Cline is the “audit committee financial expert” within the meaning of the SEC’s regulations. In addition, the other members of the committee, Ms. Dorman and Mr. Maxwell also qualify as a “financial expert” under the applicable standards. * The Committee met with the Company’s internal audit and independent auditor at all seven meetings, with and without management present.

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	Compensation Committee	Meetings in 2022: 5
	Members: Steve D. Gray (Chair), James M. Funk, Greg G. Maxwell
Primary Responsibilities
• discharges our Board of Directors’ responsibilities to compensation of our executives and directors; • produces an annual report on executive compensation for inclusion in our proxy statement; • provides oversight of our compensation structure, including our equity compensation plans and benefits programs; • reviews and provides guidance on our human resources programs; • provides guidance on succession planning for our senior management; • retains and approves the terms of the retention of any compensation consultants and other compensation experts; • evaluates human resources and compensation strategies and oversees our total incentive compensation program including considering the risks associated with such programs; • reviews and approves objectives relevant to executive officer compensation and evaluates performance;		• determines the compensation of executive officers in accordance with those objectives; • approves and amends our incentive compensation and equity award or share-based payment program (subject to stockholder approval, if required); • recommends director compensation to our Board of Directors; • monitors director and executive stock ownership; and • annually evaluates its performance and its charter.   All of the members of our Compensation Committee are independent within the meaning of the listing standards of the NYSE, SEC regulations and our Corporate Governance Guidelines. The report of our Compensation Committee is included in this Proxy Statement. The Compensation Committee’s Charter was prepared by the Compensation Committee and approved by the Governance and Nominating Committee and the Board of Directors.

	ESG & Safety Committee	Meetings in 2022: 4
	Members: Margaret K. Dorman (Chair), Brenda A. Cline, James M. Funk, Steve D. Gray, Greg G. Maxwell, Reginal W. Spiller
Primary Responsibilities
• assists in the Board’s oversight of sustainability and ESG practices, so that sustainability and ESG risks and opportunities are taken into account when making strategic decisions; • develops recommendations to the Board for the formulation and adoption of policies, programs and practices to address sustainability and ESG risks and opportunities; • reviews and monitors our compliance with policies, programs and practices concerning safety, sustainability, ESG and climate-change related issues; • identifies, evaluates and monitors sustainability, ESG and climate-related risks which affect or could affect our business activities, performance and reputation; and		• reviews sustainability, ESG and climate-change related legislative and regulatory issues affecting our business and operations.   All of the members of our ESG & Safety Committee are independent within the meaning of the listing standards of the NYSE, SEC regulations and our Corporate Governance Guidelines. The ESG & Safety Committee's charter was prepared by the ESG & Safety Committee and approved by the Board of Directors.   To supplement our expertise, we may bring in outside subject matter experts to advise members on current and developing issues relevant to our business.

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	Governance and Nominating Committee	Meetings in 2022: 2
	Members: James M. Funk (Chair), Brenda A. Cline, Reginal W. Spiller
Primary Responsibilities
• identifies individuals qualified to become directors (including receiving and considering stockholder suggested nominees) consistent with criteria approved by our Board of Directors; • oversees the organization of our Board of Directors to discharge our Board of Directors’ duties and responsibilities properly and efficiently; • reviews, when necessary, any potential related person transaction of our Company; • identifies best practices and recommends corporate governance principles to our Board, including giving proper attention and making effective responses to stockholder concerns regarding corporate governance; • annually assesses the size and composition of our Board of Directors including the diversity of the Board;		• develops membership qualifications for our Board committees; • determines director independence; • monitors compliance with our Board of Directors and our Board committee membership criteria; • annually reviews and recommends directors for election to the Board; • reviews governance-related stockholder proposals and recommends our Board of Directors’ response; and • oversees the evaluation of our Board and management, including succession.   All of the members of the Governance and Nominating Committee are independent within the meaning of the listing standard of the NYSE, SEC regulations and our Corporate Governance Guidelines.

	Dividend Committee	Meetings in 2022: 2
	Members: Greg G. Maxwell (Chair), Jeffrey L. Ventura
Primary Responsibilities
• The Dividend Committee is authorized to declare and set the record and payment dates of dividends in accordance with Board of Directors’ directives and established dividend policy. In January 2020, the Board suspended the dividend on our common stock. Our cash dividend was reinstated in the third quarter 2022.

Director compensation is set by the Compensation Committee after working with our independent compensation consultant and a review of a peer group of companies (the “Peer Group”). The Compensation Committee generally approves compensation for directors just prior to the Board of Directors’ meeting following the election of directors at the Annual Meeting. Compensation arrangements for directors are effective with each election to the Board at the Annual Meeting. The Compensation Committee has also approved the payment of annual stock awards to the directors for a portion of their overall director compensation. Directors who are company employees do not receive any separate compensation for service on the Board or committees of the Board.

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CASH COMPENSATION

The following are the annual cash retainers and fees we paid to our non-employee directors for the 2022-2023 term:

Directors do not receive meeting fees for attendance at Board or Committee meetings.

EQUITY-BASED COMPENSATION AND STOCK OWNERSHIP REQUIREMENTS

For 2022, non-employee directors received an Annual Restricted Stock Award valued at $200,000. In addition, the Chairman received additional restricted stock award valued at $85,500. Non-employee directors may defer all or a portion of their cash fees and their stock awards in our Active Deferred Compensation Plan. Directors have the power to change their tracking investment options in the Deferred Compensation Plan among the funds listed on page 62. The Annual Stock Awards are fully vested one year from the date of grant or upon the director’s departure from our Board. If a director has not achieved the required level of share ownership, the director is required to retain an amount equal to 50% of the shares received as a result of any equity awards granted to the director by the Company until he or she is in compliance with the stock ownership policy. A director must continue to retain shares in the amount required for as long as the director serves on the Board. As of the date of this Proxy Statement, all of our current directors except Mr. Spiller, are in compliance with the stock ownership guidelines and he is currently required to retain a minimum of 50% of each award. The requirement to retain 50% was established to allow limited sales as necessary to satisfy tax withholding obligations.

2022 DIRECTOR COMPENSATION

The Governance and Nominating and Compensation Committees continue to monitor the activities and time responsibilities of each director to determine if a change in circumstances would warrant a change in the director fee structure. The directors are reimbursed for their travel and out-of-pocket expenses in connection with their duties as a director. In addition, the directors are allowed to participate in our Deferred Compensation Plan but their deferrals do not qualify for our Company match. We do not provide to directors any of the following: any legacy awards or charitable awards programs for directors upon retirement, tax reimbursement arrangements, payments in connection with a Change in Control, securities or products purchased at a discount or life insurance arrangements. However, any unvested restricted stock will become vested in connection with a Change in Control.

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The Compensation Committee of our Board of Directors at fiscal year ended December 31, 2022, consisted of Messrs. Gray, Funk, and Maxwell. None of the members of the Compensation Committee were at any time during 2022 an officer or employee of the Company. None of our executive officers serve as a member of a board of directors or a compensation committee of any entity that has one or more executive officers serving as a member of our Board or Compensation Committee.

The following table shows, as of March 17, 2023, the number of shares of common stock “beneficially owned,” as determined in accordance with Rule 13d-3 under the Exchange Act, by the directors, the NEOs, and all senior executive officers and directors, as a group:

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The following table reflects the beneficial ownership of our common stock based upon the 241,681,124 common shares outstanding as of March 17, 2023 by each person known to us to be the beneficial owner of more than 5% of the outstanding shares of our common stock. Unless otherwise indicated, to our knowledge, each stockholder has sole voting and dispositive power with respect to the securities beneficially owned by that stockholder and no such securities were subject to a pledge.

Section 16(a) of the Exchange Act requires our directors, executive officers and any person beneficially owning more than 10% of our common stock to file reports of ownership and any changes in ownership with the SEC. Based solely on our review of such reports filed with the SEC and representations provide to us by persons required to file reports under section 16 of the Exchange Act, our directors, executive officers and greater than ten-percent beneficial owners timely complied with their Section 16(a) filing requirements during 2022.

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ADVISORY VOTE TO APPROVE EXECUTIVE COMPENSATION

As we do each year, and as required by Section 14A of the Exchange Act, we provide our stockholders with the opportunity to vote to approve, on an advisory basis, the compensation of our NEOs as disclosed in the Proxy Statement in accordance with the SEC’s compensation disclosure rules. The executive compensation program is described in the Compensation Discussion and Analysis section beginning on page 31 and the other tables and narrative disclosures in this Proxy Statement.

The executive compensation program for the NEOs includes many best-practice features that are intended to enhance the alignment of compensation with the interests of Range’s stockholders:

Executive Compensation Program Objectives

In 2022, the Compensation Committee strived to maintain a compensation program that is consistent with industry practice and attract and retains outstanding executives by providing incentives to reward them for superior performance that supports Range’s long-term strategic objectives.

The 2022 executive compensation program was expected to:

We are therefore asking stockholders to vote on the following resolution:

RESOLVED, that the stockholders approve the compensation of the NEOs as disclosed in this Proxy Statement pursuant to the SEC’s compensation disclosure rules, including the Compensation Discussion and Analysis and the compensation tables.

As an advisory vote, the matter for which stockholders have the opportunity to vote under Proposal 2 is non-binding. Although the vote is non-binding, the Board of Directors and the Compensation Committee value the opinions of our stockholders and will carefully consider the outcome of the vote when making future compensation decisions for our NEOs.

If you own shares through a bank, broker or other holder of record, you must instruct them how to vote so that your vote can be counted on this proposal as uninstructed shares are not entitled to vote with regard to Proposal 2. The affirmative vote of a majority of the shares present in person or represented by proxy and entitled to vote is required to approve this Proposal 2.

The Board of Directors recommends a vote FOR Proposal 2

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This Compensation Discussion and Analysis (CD&A) describes the material elements, objectives and principals of Range’s executive compensation program, compensation decisions made in 2022 and 2023 (through the date of this proxy statement filing) and the factors the Compensation Committee considered in making those decisions.

For 2022, our named executive officers, or NEOs were:

The 2022 Compensation of these NEOs is explained in the following sections and in the compensation tables and related disclosures under “Executive Compensation Tables” (beginning on page 51) that follows this CD&A. This CD&A is divided into six sections:

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1	EXECUTIVE SUMMARY

We remain committed to the pay-for-performance philosophy for our compensation programs with a substantial portion of our NEO compensation strongly aligned with the experience of our stockholders.

Responsiveness to Ongoing Stockholder Engagement

Throughout the last half of 2022 and the beginning of 2023, we continued our stockholder outreach program. Based on our conversations with stockholders and the support of 98% of the votes cast in our 2022 advisory vote to approve NEO compensation (Say-on-Pay Vote), we believe that stockholders generally endorse the current executive compensation program and recognize that it is functioning as intended. For this engagement cycle, the majority of stockholders we contacted responded that they did not seek to engage at this time or did not respond to our request. Management and the Compensation Committee will continue to engage with stockholders on the design of our executive compensation program and work to promote alignment of executive officers pay with stockholder interests.

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The executive compensation program for the NEOs includes many best practice features that are intended to enhance the alignment of compensation with the interests of Range’s stockholders:

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Principal Elements of Executive Compensation. We principally use three elements of executive compensation to carry out the design of our executive compensation program:

Compensation Program Emphasizes Performance

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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. Our strategy requires us to make significant investments and financial commitments in technical staff, acreage, seismic data, drilling and completion technology and gathering and transportation arrangements to build drilling inventory and market our products. Our strategy has the following key elements:

These elements are anchored by our interests in the Marcellus Shale located in Pennsylvania which we believe has a remaining productive life in excess of 50 years.

In 2022, our strong operational performance drove our robust financial performance. We achieved 2022 sales volumes of 774.1 Bcfe or an average daily sales volume of 2,121 Mmcfe per day. With a focus on operational efficiency, spending was only slightly higher than our original 2022 capital budget, despite inflationary pressure and we delivered on our original production guidance. This focus coupled with significant increases in commodity prices resulted in significantly higher cash flow and allowed for our improved financial position.

Stockholder Initiatives

ESG Commitment

Financial Strength

Portfolio Strength

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2	STOCKHOLDER ENGAGEMENT AND RESPONSIVENESS

Our relationship with our stockholders is an integral part of our corporate governance practices. In addition to our customary participation at industry and investor conferences, road shows and meetings, we held meetings to better understand the views of stockholders on a range of topics including executive compensation, governance practices and business strategy. The Compensation Committee and management continued our review of our compensation program with input from the Board’s independent compensation consultant. This review included direct engagement with our stockholders to ensure full understanding of their perspectives and their feedback was incorporated into the Compensation Committee’s deliberations and decisions in early 2023 and 2022.

Mr. Maxwell, our Chairman, Mr. Gray, the Chair of our Compensation Committee and Ms. Dorman, the Chair of our ESG & Safety Committee, led the stockholder outreach effort, joined by members of senior management. We reached out to stockholders representing approximately 65% of our outstanding shares since our May 2022 Annual Meeting; these investors were typically our larger stockholders. We held meetings with each stockholder who accepted our invitation to engage. During these conversations, stockholders were invited to provide direct feedback on our current compensation programs. We also spoke with proxy advisory firms that provide vote recommendations to gain insight into their views on our executive compensation programs and address their questions.

In these meetings, we discussed our strategy, corporate governance, executive compensation and our commitment to the environment. The feedback received from our stockholders on these and other topics was generally positive.

The key topics from this year’s stockholder engagement were:

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3	HOW WE DETERMINE EXECUTIVE COMPENSATION

The Compensation Committee is responsible for establishing and overseeing our executive compensation program and policies that are consistent with our overall compensation philosophy. In making such decisions, the Committee considers a variety of factors, including views expressed by stockholders and stockholder advisory groups, information provided by its independent compensation consultant, our CEO’s input, Peer Group data, each executive’s experience in the role, Company and individual performance, internal pay equity and any other information the Committee deems relevant in its discretion. The Committee is responsible for all compensation decisions involving our CEO and other executive officers.

The Committee considers the outcomes of the Company’s advisory stockholder vote on our executive compensation program and our stockholder outreach initiatives when making compensation decisions. To continue our focus on best practices, we enhanced our stockholder engagement program in the past few years to solicit specific valuable feedback from investors on executive compensation which we then share with the Committee and the Board. We contact a broad base of institutional investors and speak with those interested in meeting and sharing feedback with us.

We believe our incentive program changes over the last several years have been highly responsive to the feedback received from our stockholders and serve to strengthen the alignment with our strategic objectives. We will continue our dialogue with stockholders on compensation issues as part of our ongoing engagement.

Through our compensation cycle that ended March 2023, our CEO submitted recommendations to the Compensation Committee for adjustments to the salary, Annual Cash Incentives and Long-Term Equity Incentive awards payable to all NEOs (except himself), Senior Vice Presidents and Vice Presidents. The Compensation Committee considers the recommendations of our CEO as only one factor, in addition to the other factors described in this CD&A, in setting our executive officer and other employee compensation. The CEO is not present during deliberations by the Compensation Committee regarding his own compensation. The Committee’s independent consultant provides independent analysis and recommendations for Mr. Ventura for consideration by our Compensation Committee. At the request of the Compensation Committee, our CEO and our CFO attend certain meetings and working sessions of the Compensation Committee. Senior members of the human resources team and other members of senior management interact with the compensation consultant as necessary and prepare materials for each Compensation Committee meeting.

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For 2022, the Committee directly engaged NFP Compensation Consulting (“NFP,” formerly Longnecker & Associates) as its independent compensation consultant to advise the Committee on executive compensation matters. NFP provided the Committee with information on industry trends, market practices and legislative issues. With the approval of the Compensation Committee, the Company also retained Alvarez and Marsal (or “A&M”) to provide valuation services related to the use of performance-based restricted stock awards based on TSR and certain change-in-control calculations. In 2022, the Company paid NFP a total of $117,000 for consulting services related to executive and director compensation. The Company paid A&M a total of $44,000 for valuation and change-in-control services in 2022.

NFP interacted with several of our officers and employees as necessary. In addition, NFP may seek input and feedback from members of our management regarding its work product prior to presentation to the Committee to confirm that information is accurate or address other issues. We believe that NFP provides an independent perspective to the Committee.

In support of our compensation objectives and in order to determine an appropriate total value and mix of pay for executives, we reference the 25th, 50th and 75th percentiles of the Compensation Peer Group. These percentiles are reference points only; we do not automatically compensate each executive at these levels. Several variables, including individual performance, time employed in the position, annual Company performance and one-and three-year relative stock price performance influence the actual executive compensation decisions. We look at our individual NEO and total NEO Total Direct Compensation compared to individual NEO and total NEO Total Direct Compensation of companies in our Compensation Peer Group. Because not all of our NEO positions are directly comparable to NEO positions of other companies in our Compensation Peer Group, we believe that reviewing the aggregate total direct compensation of all NEOs provides an appropriate reference for comparative purposes and allows us to compare our total cost of management for all NEOs to our peers’ total cost of management.

Peer Group benchmarking is one of several factors the Compensation Committee considers in setting pay. The Committee seeks to maintain a Peer Group that is generally similar to us with respect to business activity and specifically focuses on companies engaged in exploration for and production of oil and gas resources with Range having a market capitalization near the median of the Peer Group. The Compensation Committee reviews the composition of the Peer Group with advice from the independent compensation consultant in the last quarter of each calendar year and any additions or deletions are made to the Peer Group at that time. For 2022, one company was deleted, one added and two companies merged, with the new entity included to the peer group. For 2023, the peer group was not adjusted. Each year, companies that are acquired or merged during the year are eliminated from that year’s Peer Group to the extent such acquisitions or mergers prevent the company from being an appropriate member of the Peer Group.

This chart describes the oil and gas exploration and production companies that have been included in the Peer Group in the last two years:

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4	2022 COMPENSATION PROGRAM ELEMENTS

The majority of compensation for the NEOs is based on the long-term performance of Range. The elements of our 2022 executive compensation program are summarized in the table below and are described further under “Elements of Executive Compensation” on page 40.

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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 50th percentile 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 February 2022, the Committee’s independent consultant reviewed the NEO’s base salaries compared to Peer Group data and broader market data and initially recommended a 3.5 - 4.0% increase in base salaries for each NEO. The compensation consultant noted that, in aggregate, our NEO’s base salary was generally aligned with the 50th percentile of the Peer Group but individual variances existed and inflation projections indicated higher estimates for raises. The compensation consultant noted maintaining alignment of base salary between 50th and 75th percentile of the Peer Group was a key consideration. The Committee considered the recommendations of NFP and management and determined to increase base salary for our NEOs, noting a number of years had passed since salaries were increased. 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 certain NEOs. The Committee recommended, and the Board approved, the following base salaries effective March 2023.

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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 Peer Group data, because each performance criteria has been pre-established by the Compensation Committee. The Annual Cash Incentive related to our 2022 performance was paid in February 2023 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 2022, 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.

For 2022 results, the Committee also considered the exceptional results for the year which included record net income and operating cash flow. In addition, the Committee analyzed the impact higher natural gas prices and inflation had on the target levels of the performance criteria. Higher commodity prices generate higher unit costs (along with higher margins). The Committee considered numerous sensitivity calculations of performance for 2022. Based on all of these quantitative measures, some of which showed higher performance, the Committee determined the payout for 2022 performance.

The performance criteria selected with respect to the Annual Cash Incentive awards for 2022 (which were paid in February 2023) 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.

		Criterion	2022 Weighting		Unit of Measurement	Actual for 2021			2022 Performance Levels									Actual for 2022			Payout% Achieved(1)
									Threshold			Target			Excellent
		Cash Unit Costs	20	%	$ per mcfe	$	2.08		$	2.08		$	1.98		$	1.88		$	2.13		0	%
		Return on Average Capital Employed	15	%	% return		19	%		20	%		25	%		35	%		39	%	240	%
		Drilling & Completion Cost Per Foot	20	%	$ per foot	$	502		$	642		$	612		$	550		$	806		0	%
		Drilling Rate of Return	20	%	Percentage Return		>40	%		35	%		40	%		45	%		31	%	0	%
		Discretionary	25	%	Various HSE and other		Excellent			—			—			—			Excellent		240	%
(1) The Payout percentage achieved is shown for the CEO and is prorated for other officers.

Cash Unit Costs

The first criterion the Compensation Committee selected for 2022 was Cash Unit Costs. Cash Unit Costs is calculated by adding direct operating costs, gathering, processing and transportation costs, other tax expense, general and administrative and interest expense (excluding stock-based compensation and the amortization of deferred financing costs) and net broker margin on a per mcfe basis. The Compensation Committee selected this criterion to measure our ability to focus on areas that are within our control. The performance target was not achieved in 2022 primarily due to the impact of higher commodity prices on transportation, gathering and processing expense. The Committee also analyzed the impact higher commodity prices had on transportation, gathering, processing and compression expense noting the results would have been $2.04 per mcfe if commodity prices remained the same.

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Return on Average Capital Employed

The second criterion the Compensation Committee selected for 2022 was Return on Average Capital Employed (ROACE). ROACE is a non-GAAP financial measure and is calculated by EBIT (as defined below) divided by average net debt plus average stockholders’ equity. ROACE is used by the investment community as a measure of operating profit relative to total debt and equity capital. “EBIT” represents earnings before interest expense and income taxes. 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 2022 with reported production levels on budget, effective marketing of production, the positive impact of an efficient hedging program in relation to higher commodity prices, by continuing to focus on operating efficiencies which included capital spending being only slightly higher than budget and an improvement in our debt levels.

Drilling and Completion Cost per Foot

The third criterion the Compensation Committee selected for 2022 was drilling and completion cost per foot. 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 capital expenditures divided by actual lateral feet for wells turned to sales. In setting the performance levels (i.e. threshold, target and excellent) for drilling on completions cost per foot, the compensation committee considered publicly stated objectives of our peers along with historical internal cost efficiencies already achieved. The performance target was not achieved in 2022 due to the impact of cost inflation and incremental capital spending in 2022 added to secure resources for 2023.

Drilling Rate of Return

The fourth criterion the Compensation Committee selected for 2022 was drilling rate of return. This metric supports our focus on corporate returns and encourages efficiency of capital spending. 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. The performance for 2022 remained among the best for our peer group, but target was not achieved in 2022 primarily due to the impact of cost inflation and incremental capital spending in 2022 added to secure resources for 2023.

Discretionary Measure

The last criterion the Compensation Committee selected for 2022 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 2022 by the committee’s review and analysis of several 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 years’ 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 2022 by successfully continuing to further strengthen our financial foundation and successfully managing the impact of inflation.

In addition to selecting the performance criteria, the Compensation Committee determined, after consultation with NFP, 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. For 2022, 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 2022, the Compensation Committee awarded bonuses partially based on the formulaically determined award as shown in the table below. The committee also considered the exceptional results reported for 2022 including record net income and record operating cash flow along with the impact inflation and higher commodity prices had on each criterion and determined to slightly increase the actual payout as shown below.

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The following table sets forth the total amount of cash paid to our NEOs for 2022 performance (paid in February 2023), for 2021 performance (paid in February 2022) and for 2020 performance (paid in March 2021).

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 2022 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.

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2022 TSR – PSUs. In February 2022, the Committee awarded certain NEOs performance units that will vest based on relative TSR for the three-year performance period ending February 2025. 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 2022 is set forth below:

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 have a performance end date of February 2024 with a target payout percentages 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 percentages at the median performance compared to 16 peer companies. Our TSR resulted in a ranking of second, providing a payout of 186 percent of target.

2019 TSR-PSUs. The performance units granted in March 2019 had a performance end date of March 2022 with target payout percentages at the median performance compared to 13 peer companies. Our TSR resulted in a ranking of second, providing a payout of 183 percent of target, as shown below.

Performance – Based Internal Metrics. In 2021, the Committee set performance based on two internal measures – Debt/EBITDAX and Emissions Performance over the three-year performance period. Debt to EBITDAX is calculated as total long-term debt divided by EBITDAX, a non-GAAP measure. EBITDAX represents earnings before interest, taxes, depreciation and amortization and exploration expense, as approved by the Compensation Committee. In setting the performance targets, a mid-cycle price of $2.90 per mcfe was used. Emissions Performance considered our publicly announced intention to have net zero scope/greenhouse gas emissions on a CO2e/mmcfe basis by the end of 2025 using a linear reduction from 2019 actual of 0.35 resulting in a ratable decline to net zero in 2025. In 2022, the Committee replaced the internal measure of Debt/EBITDAX with net debt while also including Emissions Performance.

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2022 PSUs. The performance period began January 1, 2022 and ends December 31, 2024. The number of shares earned at the end of the three-year period will be determined as follows and based on performance established in 2022. For performance at the minimum level, shares will be forfeited. Performance is measured relative to the target determined by the Compensation Committee. The table below summarizes these grants in 2022:

2021 PSUs-Internal Metrics. The performance units granted in February 2021 have a performance end date of December 31, 2023.

2020 PSUs-PGPS/RGPS. 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 then applicable 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.

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5	2023 COMPENSATION PROGRAM

The Compensation Committee engaged NFP to assist with the analysis of the actual delivery of compensation verses the performance of the Company. The following changes/decisions have been made for 2023:

The 2023 performance criteria, weighting and target levels of achievement with respect to each of the 2023 criterion are shown in the table below.

		Criterion	Weighting		Unit of Measurement	2023 Performance Levels
						Threshold			Target			Excellent
		Cash Unit Cost	20	%	$ per mcfe	$	2.15		$	2.05		$	1.95
		Return on average capital employed (ROACE)	15	%	% Return		10	%		15	%		20	%
		Drilling and Completion Cost per unit of production	20	%	$ per mcfe	$	0.85		$	0.75		$	0.65
		Drilling rate of return	20	%	Percentage Return		20	%		25	%		35	%
		Discretionary(1)	25	%	Various HSE and other		—			—			—
(1) This measure includes environmental, health and safety performance quantitative metrics.

The 2023 performance criteria, weighting and performance achievement levels were selected based on discussions with management and the independent compensation consultants. Cash unit costs was chosen for the fifth year in a row to focus on competitive corporate profitability. For 2023, the impact of higher commodity prices on certain cash unit costs may cause the target levels to be adjusted by the Compensation Committee using budget pricing levels. Return on average capital employed was added in 2021 to focus on operating profit relative to total debt and equity. The third criterion is drilling and completion costs per unit of production which was added in 2023 to continue to focus on capital efficiency, enhance returns and capture well productivity along with base decline. Drilling rate of return supports our continuing focus on stringent capital allocations based on project level returns sufficient to drive improving corporate returns. The final criterion is a discretionary measure that will be focused on quantitative HSE measures such as fresh water spills, number of notices of violation, vehicle incidents and methane emissions component leak rate.

The following table details Long Term Incentive grants for 2022 and 2023:

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The table below illustrates the potential payouts based on relative and absolute TSR performance for the TSR-PSUs granted in March 2023: