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Stock-Based Compensation Plans | 6 Months Ended
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Jun. 30, 2024
Share-Based Payment Arrangement [Abstract] |
Stock-based Compensation Plans | (12) STOCK-BASED COMPENSATION PLANS Description of the Plans We have two active equity-based stock plans: our Amended and Restated 2005 Equity-Based Incentive Compensation Plan and our Amended and Restated 2019 Equity-Based Compensation Plan. Under these plans, various awards may be issued to non-employee directors and employees pursuant to decisions of the Compensation Committee, which is composed of only non-employee, independent directors. Total Stock-Based Compensation Expense Stock-based compensation represents amortization of restricted stock and performance units. The following details the allocation of stock-based compensation to functional expense categories (in thousands):
| Three Months Ended June 30, |  |  | Six Months Ended June 30, |
| 2024 |  |  | 2023 |  |  | 2024 |  |  | 2023 |
Direct operating expense | $ | 471 |  |  | $ | 426 |  |  | $ | 968 |  |  | $ | 841 |
Brokered natural gas and marketing expense |  | 583 |  |  |  | 460 |  |  |  | 1,291 |  |  |  | 1,121 |
Exploration expense |  | 335 |  |  |  | 303 |  |  |  | 659 |  |  |  | 623 |
General and administrative expense |  | 8,482 |  |  |  | 8,415 |  |  |  | 18,460 |  |  |  | 18,015 |
Total stock-based compensation expense | $ | 9,871 |  |  | $ | 9,604 |  |  | $ | 21,378 |  |  | $ | 20,600 |
The mark-to-market adjustment of the liability related to the vested restricted stock Liability Awards 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 functional categories above. Restricted Stock – Equity 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 and restricted stock generally vest over a three-year period and typically are contingent on the recipient’s continued employment. The grant date fair value of the Equity Awards is based on the fair market value of our common stock on the date of grant. In 2023, we began granting restricted stock (previously placed in our deferred compensation plan) that vests at the end of a three-year period for certain officer grants and at the end of a one-year period for non-employee directors. Vesting is also typically based upon the officer'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. Restricted stock Equity Awards are not issued until such time as they are vested and grantees receive the awards in stock. We recorded compensation expense for these outstanding Equity Awards of $18.0 million in first six months 2024 compared to $15.3 million in the same period of 2023. Restricted Stock – Liability Awards The Compensation Committee also grants 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 are placed in our deferred compensation plan (see further discussion below) and, upon vesting, withdrawals are allowed in 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. In 2023, the number of shares granted into our deferred compensation plan was reduced in favor of restricted stock Equity Awards. All restricted stock Liability Awards are issued at prevailing market prices at the time of the grant and the vesting is typically based upon an employee’s continued employment with us. Prior to vesting, Liability Award recipients have the right to receive dividends thereon. These Liability Awards are classified as a liability and are re-measured 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. We recorded compensation expense for these Liability Awards of $706,000 in first six months 2024 compared to $2.7 million in first six months 2023. Stock-Based Performance Awards - (PSUs) We have granted 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). In first six months 2024, only TSR Awards were granted. 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 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. Internal Performance Metric Awards. These awards are expensed ratably over the service period and 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. We recorded compensation expense associated with the prior year grants of $696,000 in first six months 2024 compared to expense of $1.4 million in first six months 2023. 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. We recorded compensation expense of $1.8 million in first six months 2024 compared to $886,000 in the same period of 2023. Fair value is amortized over the performance period with no adjustment to the expense recorded for actual targets achieved. The following assumptions were used to estimate the fair value of the TSR Awards granted during first six months 2024 and 2023:
|  | Six Months Ended June 30, |
|  | 2024 |  |  | 2023 |
Risk-free interest rate |  |  | 4.1 | % |  |  | 3.8 | %
Expected annual volatility |  |  | 56 | % |  |  | 61 | %
Grant date fair value per unit |  | $ | 31.84 |  |  | $ | 30.37 |
Equity and Liability Award Summary The following is a summary of the activity for our restricted stock and performance awards for the six months ended June 30, 2024 and 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, 2023 |  | 1,473,805 |  |  | $ | 22.82 |  |  |  | 93,116 |  |  | $ | 19.44 |  |  |  | 937,582 |  |  | $ | 17.01 |
Granted |  | 1,267,971 |  |  |  | 30.41 |  |  |  | 13,442 |  |  |  | 32.85 |  |  |  | 254,195 |  |  |  | 31.84 |
Vested |  | (751,188 | ) |  |  | 24.20 |  |  |  | (53,504 | ) |  |  | 18.93 |  |  |  | (526,918 | ) |  |  | 10.99 |
Forfeited |  | (3,654 | ) |  |  | 25.82 |  |  |  | — |  |  |  | — |  |  |  | — |  |  |  | — |
Outstanding at June 30, 2024 |  | 1,986,934 |  |  | $ | 27.14 |  |  |  | 53,054 |  |  | $ | 23.34 |  |  |  | 664,859 |  |  | $ | 27.45 |
Outstanding at December 31, 2022 |  | 1,736,688 |  |  | $ | 14.44 |  |  |  | 379,633 |  |  | $ | 14.71 |  |  |  | 1,950,632 |  |  | $ | 9.02 |
Granted |  | 1,608,170 |  |  |  | 25.01 |  |  |  | 18,732 |  |  |  | 24.86 |  |  |  | 145,747 |  |  |  | 26.86 |
Vested |  | (955,354 | ) |  |  | 16.49 |  |  |  | (193,483 | ) |  |  | 14.20 |  |  |  | (1,158,797 | ) |  |  | 4.80 |
Forfeited |  | (25,090 | ) |  |  | 17.64 |  |  |  | — |  |  |  | — |  |  |  | — |  |  |  | — |
Outstanding at June 30, 2023 |  | 2,364,414 |  |  | $ | 20.77 |  |  |  | 204,882 |  |  | $ | 16.11 |  |  |  | 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 over the performance period or on the achievement of internal performance targets.
Deferred Compensation Plan Our deferred compensation plan gives non-employee directors and officers the ability to defer all or a portion of their salaries, bonuses or director fees and invest in Range common stock or make other investments at the individual’s discretion. Range provides a partial matching contribution to participating officers which generally vests at the end of three years. The assets of the plan are held in a grantor trust, which we refer to as the Rabbi Trust, and are therefore available to satisfy the claims of our general creditors in the event of bankruptcy or insolvency. Our common 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 as 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 as 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 a mark-to-market loss of $1.2 million in second quarter 2024 compared to a mark-to-market loss of $11.2 million in second quarter 2023. We recorded a mark-to-market loss of $7.6 million in first six months 2024 compared to a mark-to-market loss of $20.5 million in first six months 2023. The Rabbi Trust held 811,000 shares (758,000 vested shares) of Range stock at June 30, 2024 compared to 1.6 million shares (1.5 million vested shares) at December 31, 2023.

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