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Stock-Based Compensation Plans | 12 Months Ended
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Dec. 31, 2023
Share-Based Payment Arrangement [Abstract] |
Stock-Based Compensation Plans | (10) Stock-Based Compensation Plans Description of the Plans We have two active equity-based stock plans, our Amended and Restated 2005 Equity-Based Compensation Plan, which we refer to as the 2005 Plan and the Amended and Restated 2019 Equity-Based Compensation Plan, which we refer to as the 2019 Plan. Under these plans, the Compensation Committee of the board of directors may grant, various awards to non-employee directors and employees. Shares issued as a result of awards granted are generally new common shares but can be funded out of treasury shares, if available. Total Stock-Based Compensation Expense Stock-based compensation represents amortization of restricted stock and performance units. Unlike the other forms of stock-based compensation, the mark-to-market adjustment of the liability related to the vested restricted stock held in our deferred compensation plan is directly tied to the change in our stock price and not directly related to the functional expenses and therefore, is not allocated to the financial categories. The following details the allocation of stock-based compensation that is allocated to functional expense categories for each of the years in the three-year period ended December 31, 2023 (in thousands):
|  | 2023 |  |  | 2022 |  |  | 2021 |
Direct operating expense |  | $ | 1,723 |  |  | $ | 1,459 |  |  | $ | 1,310 |
Brokered natural gas and marketing expense |  |  | 2,095 |  |  |  | 2,439 |  |  |  | 1,794 |
Exploration expense |  |  | 1,250 |  |  |  | 1,578 |  |  |  | 1,507 |
General and administrative expense |  |  | 35,850 |  |  |  | 42,023 |  |  |  | 39,673 |
Total stock-based compensation |  | $ | 40,918 |  |  | $ | 47,499 |  |  | $ | 44,284 |
In 2023, we recorded an additional tax benefit of an estimated $10.6 million for the tax effect of financial accounting expense compared to the corporate income tax deduction for equity compensation that vested during the year compared to additional tax benefit of $7.2 million in 2022 and additional tax benefit of $340,000 in 2021. Stock-Based Awards Restricted Stock Awards. We grant restricted stock units and restricted stock under our equity-based stock compensation plans to our employees, which we refer to as restricted stock Equity Awards. The restricted stock units generally vest over a three-year period and are contingent on the recipient’s continued employment. Beginning in 2023, we began granting restricted stock (that was previously placed in our deferred compensation plan) that vests at the end of a three-year period for employee grants and at the end of a one-year period for non-employee directors. Vesting is also based upon the employee's continued employment with us. Prior to vesting, recipients of restricted stock typically earn dividends payable in cash upon vesting but they have no voting rights prior to vesting. The Compensation Committee has granted restricted stock to certain employees and non-employee directors of the board of directors as part of their compensation. Upon grant of these restricted shares, which we refer to as restricted stock Liability Awards, these shares were placed in our deferred compensation plan and, upon vesting, withdrawals are allowed in either cash or in stock. Compensation expense is recognized over the balance of the vesting period, which is typically at the end of three years for employee grants and at the end of a one-year period for non-employee directors. All Liability Awards were issued at prevailing market prices at the time of the grant and the vesting is based upon an employee’s continued employment with us. Prior to vesting, Liability Awards recipients have the right to vote such stock and receive dividends thereon. These Liability Awards are classified as a liability and are remeasured at fair value each reporting period. This mark-to-market amount is reported in deferred compensation plan expense in the accompanying consolidated statements of income. Stock-Based Performance Awards - (PSUs). We grant two types of performance share awards: one based on performance conditions measured against internal performance metrics and one based on market conditions measured based on Range’s performance relative to a predetermined peer group ("TSR Awards"). Each unit granted represents one share of our common stock. These units are settled in stock and the amount of the payout is based on the vesting percentage, which can range from zero to 200%, and (1) the internal performance metrics achieved, which is determined by the Compensation Committee and (2) for our TSR Awards, the value of our common stock on the vesting date compared to our peers. Dividend equivalents accrue during the performance period and are paid in stock at the end of the performance period. The performance period is three years. Restricted Stock – Equity Awards In 2023, we granted 1.6 million restricted stock Equity Awards to employees which generally vest over a three-year period compared to 1.4 million in 2022 and 2.3 million in 2021. We recorded compensation expense for these outstanding awards of $31.6 million in the year ended December 31, 2023 compared to $21.0 million in 2022 and $19.6 million in 2021. The vesting date fair value of restricted stock Equity Awards which vested during 2023, 2022 and 2021 was $31.9 million, $20.3 million and $17.6 million. The weighted average grant date fair value of these Equity Awards was $22.82, $14.44 and $7.39 for awards unvested at December 31, 2023, 2022 and 2021. As of December 31, 2023, there was $31.2 million of unrecognized compensation related to Equity Awards expected to be recognized over a weighted average period of 1.7 years. These awards are not issued until such time as they are vested and the grantees do not have the option to receive cash. Restricted Stock – Liability Awards In 2023, we granted 13,000 shares of restricted stock Liability Awards as compensation to employees at a grant date fair value of $25.61 which generally vest at the end of a three-year period and 8,000 shares were granted to non-employee directors, at an average grant date fair value of $25.07 with vesting at the end of one year. In 2022, we granted 603,000 shares of restricted stock liability awards as compensation to employees at an average grant date value of $20.44 with vesting generally at the end of a three-year period and 47,000 shares were granted to non-employee directors at an average grant date fair value of $27.52 with vesting at the end of one year. In 2021, we granted 1.2 million shares of restricted stock liability awards of compensation to employees at an average grant date value of $9.31 with vesting generally at the end of a three year period and 102,000 shares were granted to non-employee directors at an average grant date fair value $12.49 with vesting at the end of one year. In 2023, the number of shares granted into our deferred compensation plan was reduced in favor of restricted stock Equity Awards. We recorded compensation expense for these restricted stock Liability Awards of $4.0 million in the year ended December 31, 2023 compared to $13.6 million in 2022 and $11.4 million in 2021. The vesting date fair value of these Liability Awards vested during 2023, 2022 and 2021 was $4.3 million, $13.2 million and $12.1 million. The weighted average grant date fair value of these Liability Awards was $19.44, $14.71 and $6.49 for awards unvested at December 31, 2023, 2022 and 2021. As of December 31, 2023, there was $1.0 million of unrecognized compensation related to restricted stock Liability Awards expected to be recognized over a weighted average period of less than one year. These awards are held in our deferred compensation plan, are classified as a liability and are remeasured at fair value each reporting period. This mark-to-market amount is reported as deferred compensation expense in our consolidated statements of income (see additional discussion below). The proceeds received from the sale of stock held in our deferred compensation plan were $75.2 million in 2023 compared to $22.2 million in 2022 and $5.9 million in 2021. Stock-Based Performance Awards Internal Performance Metric Awards. These awards vest at the end of the three-year performance period. The performance metrics are set by the Compensation Committee. If the performance metric for the applicable period is not met, that portion is considered forfeited and there is an adjustment to the expense recorded. Internal performance metric awards granted in 2023 and 2022 are earned based on: • Net debt (total debt less cash on hand balance); and • GHG emissions intensity. Internal performance metric awards granted in 2021 are earned based on: • Debt/EBITDAX (earnings before interest, taxes, depreciation and amortization and exploration expense); and • GHG emissions intensity. In 2023, we granted 81,000 units as compensation to employees at a grant date fair value of $24.08 which vest at the end of a three-year period compared to 153,000 units at a grant date fair value of $20.38 in 2022 and 303,000 units at a grant date fair value of $9.81 in 2021. We recorded compensation expense for these awards of $2.2 million in the year ended December 31, 2023 compared to $6.2 million in the year ended December 31, 2022 and $6.6 million in the year ended December 31, 2021. As of December 31, 2023, there was $1.7 million of unrecognized compensation related to these internal performance metric awards to be recognized over a weighted average period of 1.9 years. TSR awards. These awards are earned, or not earned, based on the comparative performance of Range’s common stock measured against a predetermined group of companies in the peer group over a three-year performance period. The fair value of the TSR awards is estimated on the date of grant using a Monte Carlo simulation model which utilizes multiple input variables that determine the probability of satisfying the market condition stipulated in the award grant and calculates the fair value of the award. The fair value is recognized as stock-based compensation expense over the three-year performance period. Expected volatilities utilized in the model were estimated using a combination of a historical period consistent with the remaining performance period of three years and option implied volatilities. The risk-free interest rate was based on the United States Treasury rate for a term commensurate with the life of the grant. The following assumptions were used to estimate the fair value of the TSR awards granted during the years ended December 31, 2023, 2022 and 2021:
|  | Year Ended December 31, |
|  | 2023 |  |  | 2022 |  |  | 2021 |
Risk-free interest rate |  |  | 3.8 | % |  |  | 1.4 | % |  |  | 0.2 | %
Expected annual volatility |  |  | 61 | % |  |  | 68 | % |  |  | 75 | %
Grant date fair value per unit |  | $ | 30.37 |  |  | $ | 27.90 |  |  | $ | 12.58 |
In 2023, we granted 64,000 units as compensation to employees which vest at the end of a three-year period compared to 112,000 in 2022 and 224,000 in 2021. We recorded TSR award compensation expense of $1.7 million in the year ended December 31, 2023 compared to $3.2 million in the year ended December 31, 2022 and $2.6 million in the year ended December 31, 2021. As of December 31, 2023, there was $1.7 million of unrecognized compensation related to these TSR awards to be recognized over a weighted average period of 1.9 years. The following is a summary of the activity for our restricted stock and performance awards for the year ended December 31, 2023:
| Restricted Stock Equity Awards |  |  | Restricted Stock Liability Awards |  |  | Stock-Based Performance Awards |
| Shares |  |  | Weighted Average Grant Date Fair Value |  |  | Shares |  |  | Weighted Average Grant Date Fair Value |  |  | Number of Units (a) |  |  | Weighted Average Grant Date Fair Value |
Outstanding at December 31, 2022 |  | 1,736,688 |  |  | $ | 14.44 |  |  |  | 379,633 |  |  | $ | 14.71 |  |  |  | 1,950,632 |  |  | $ | 9.02 |
Granted |  | 1,629,816 |  |  | $ | 25.11 |  |  |  | 21,170 |  |  | $ | 25.41 |  |  |  | 145,747 |  |  | $ | 26.86 |
Vested |  | (1,863,153 | ) |  | $ | 17.10 |  |  |  | (307,687 | ) |  | $ | 14.01 |  |  |  | (1,158,797 | ) |  | $ | 4.80 |
Forfeited |  | (29,546 | ) |  | $ | 17.73 |  |  |  | — |  |  | $ | — |  |  |  | — |  |  | $ | — |
Outstanding at December 31, 2023 |  | 1,473,805 |  |  | $ | 22.82 |  |  |  | 93,116 |  |  | $ | 19.44 |  |  |  | 937,582 |  |  | $ | 17.01 |
(a) | Amounts granted reflect performance units initially granted. The actual payout will be between zero and 200% depending on achievement of either total stockholder return ranking compared to our peers at the vesting date or on the achievement of internal performance targets.
401(k) Plan We maintain a 401(k) benefit plan that allows employees to contribute up to 75% of their salary (subject to Internal Revenue Service limitations) on a pretax basis. We match up to 6% of salary in cash and vesting of those contributions is immediate. In 2023, we contributed $5.2 million to the 401(k) Plan compared to $4.8 million in 2022 and $4.6 million in 2021. Employees have a variety of investment options in the 401(k) benefit plan. Deferred Compensation Plan Our deferred compensation plan gives directors, officers and key employees the ability to defer all or a portion of their salaries and bonuses and invest in Range common stock or make other investments at the individual’s discretion. Range provides a partial matching contribution which vests at the end of three years. The assets of the plans are held in a grantor trust, which we refer to as the Rabbi Trust, and are therefore available to satisfy the claims of our creditors in the event of bankruptcy or insolvency. Our stock held in the Rabbi Trust is treated as a liability award as employees are allowed to take withdrawals from the Rabbi Trust either in cash or in Range stock. The liability for the vested portion of the stock held in the Rabbi Trust is reflected in the deferred compensation liability in the accompanying consolidated balance sheets and is adjusted to fair value each reporting period by a charge or credit to deferred compensation plan expense on our consolidated statements of income. The assets of the Rabbi Trust, other than our common stock, are invested in marketable securities and reported at their market value in other assets in the accompanying consolidated balance sheets. The deferred compensation liability reflects the vested market value of the marketable securities and Range stock held in the Rabbi Trust. Changes in the market value of the marketable securities and changes in the fair value of the deferred compensation plan liability are charged or credited to deferred compensation plan expense each quarter. We recorded mark-to-market loss of $26.6 million in 2023 compared to a loss of $61.9 million in 2022 and a loss of $68.4 million in 2021. The Rabbi Trust held 1.6 million shares (1.5 million of vested shares) of Range stock at December 31, 2023 compared to 5.6 million (5.3 million of vested shares) at December 31, 2022.

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