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Stock-Based Compensation Plans
12 Months Ended
Dec. 31, 2024
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 compensation plans, our Amended and Restated 2005 Equity-Based Compensation Plan and the 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. We currently award time-based and performance-based stock awards.

Time-Based Stock Awards

We grant time-based restricted stock awards to employees and non-employee directors. These awards generally vest ratably over a three-year period or at the end of the three-year period for certain employees. The vesting of these awards are typically contingent on the recipient’s continued employment with us. Awards made to non-employee directors vest at the end of a one-year period and the vesting is typically contingent on the recipient's continued service as a non-employee director.

These time-based stock awards can have two different types of accounting treatment, depending on whether they are placed into our deferred compensation plan (see further discussion below on the deferred compensation plan). Restricted stock awards that are placed into the deferred compensation plan upon grant are referred to as Liability Awards. Upon vesting, withdrawals are allowed in either cash or stock. Restricted stock awards that are accounted for using equity-classified award accounting are referred to as Equity Awards. Upon vesting, these awards will settle in stock only.

Awards granted to employees are accounted for using equity-classified award accounting, as these awards are not placed into the deferred compensation plan. Prior to 2023, employee executives (VPs and above) were awarded time-based awards that were contributed to the deferred compensation plan and were accounted for using liability-classified award accounting. Subsequent annual grants made to employee executives were not contributed to the deferred compensation plan and were accounted for using equity-classified award accounting. Directors can elect to contribute their time-based stock awards to the deferred compensation plan at the time of grant. Awards that are elected to be contributed to the deferred compensation plan are accounted for using liability-classified

award accounting.

Equity Awards. Equity Awards are expensed ratably over the service period associated with the award based on the fair value of the awards. The grant date fair value of all Equity Awards is based on prevailing market prices on the date of grant. Equity Awards made to employee executives typically earn dividends prior to vesting that are payable in cash upon vesting. These dividends are forfeited and not paid if the associated shares do not vest.

We recorded compensation expense for the restricted stock Equity Awards of $34.9 million in the year ended December 31, 2024 compared to $31.6 million in 2023 and $21.0 million in 2022. The vesting date fair value of restricted stock Equity Awards which vested during 2024, 2023 and 2022 was $35.7 million, $31.9 million and $20.3 million, respectively. As of December 31, 2024, there was $34.4 million of unrecognized compensation related to restricted stock 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.

Liability Awards. Liability Awards are recognized ratably over the service period associated with the award based on the fair value of the awards on the date of grant. The grant date fair value of Liability Awards is based on prevailing market prices at the time of the grant. Prior to vesting, restricted stock Liability Awards recipients have the right to receive dividends thereon. These restricted stock 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 (see additional discussion below).

We recorded compensation expense for these outstanding restricted stock Liability Awards of $1.4 million in the year ended December 31, 2024 compared to $4.0 million in 2023 and $13.6 million in 2022. The vesting date fair value of these restricted stock Liability Awards vested during 2024, 2023 and 2022 was $2.1 million, $4.3 million and $13.2 million, respectively. As of December 31, 2024, there was $228,000 of unrecognized compensation related to restricted stock Liability Awards expected to be recognized over a weighted average period of less than one year.

Performance-Based Stock Awards

We have granted two types of performance share awards ("performance units"): one based on performance conditions measured against internal performance metrics and one based on market conditions measured related to Range’s performance relative to a predetermined peer group ("TSR Awards"). These awards typically vest at the end of the three-year performance period.

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) for our internal metric awards, 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 performance period ending 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.

Internal Performance Metric Awards. 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 an adjustment to 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.

Range made significant progress towards long-term net debt and GHG emissions intensity targets in 2022 and 2023, so these internal performance metric awards were not utilized in 2024. We recorded compensation expense for the prior grants of these awards of $3.3 million in the year ended December 31, 2024 compared to $2.2 million in the year ended December 31, 2023 and $6.2 million in the year ended December 31, 2022. As of December 31, 2024, there was $780,000 of unrecognized compensation related to these internal performance metric awards to be recognized over a weighted average period of 1.2 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 note 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, 2024, 2023 and 2022:

 

 

Year Ended December 31,

 

 

 

2024

 

 

2023

 

 

2022

 

Risk-free interest rate

 

 

4.1

%

 

 

3.8

%

 

 

1.4

%

Expected annual volatility

 

 

56

%

 

 

61

%

 

 

68

%

Grant date fair value per unit

 

$

31.84

 

 

$

30.37

 

 

$

27.90

 

In 2024, we granted 254,000 TSR awards as compensation to employees which vest at the end of a three-year period compared to 64,000 in 2023 and 112,000 in 2022. We recorded TSR award compensation expense of $3.9 million in the year ended December 31, 2024 compared to $1.7 million in 2023 and $3.2 million in 2022. As of December 31, 2024, there was $5.4 million of unrecognized compensation related to these TSR awards to be recognized over a weighted average period of 1.9 years.

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 for each of the years in the three-year period ended December 31, 2024 (in thousands):

 

 

2024

 

 

2023

 

 

2022

 

Direct operating expense

$

1,922

 

 

$

1,723

 

 

$

1,459

 

Brokered natural gas and marketing expense

 

2,465

 

 

 

2,095

 

 

 

2,439

 

Exploration expense

 

1,354

 

 

 

1,250

 

 

 

1,578

 

General and administrative expense

 

38,004

 

 

 

35,850

 

 

 

42,023

 

Total stock-based compensation expense

$

43,745

 

 

$

40,918

 

 

$

47,499

 

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 is not related to functional expenses and, therefore, is not allocated to the functional categories above.

Stock Awards Summary

The following is a summary of the activity for our time-based and performance-based restricted stock awards for the two years ended December 31, 2024 and 2023:

 

Time-Based
Equity Awards

 

 

Time-Based
Liability Awards

 

 

Performance-Based
Stock 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

 

Granted

 

1,275,533

 

 

 

30.41

 

 

 

24,186

 

 

 

34.14

 

 

 

254,195

 

 

 

31.84

 

Vested

 

(1,455,086

)

 

 

24.53

 

 

 

(98,810

)

 

 

21.25

 

 

 

(526,918

)

 

 

10.99

 

Forfeited

 

(18,290

)

 

 

29.07

 

 

 

 

 

 

 

 

 

 

 

 

 

Outstanding at December 31, 2024

 

1,275,962

 

 

$

28.37

 

 

 

18,492

 

 

$

28.98

 

 

 

664,859

 

 

$

27.45

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(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 (TSR awards) or on the achievement of internal performance targets (internal performance metric awards).

In 2024, we recorded an additional tax benefit of an estimated $5.2 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 $10.6 million in 2023 and additional tax benefit of $7.2 million in 2022.

401(k) Plan

We maintain a 401(k) benefit plan that allows employees to contribute up to 75% of their salary and bonus on an annual basis (subject to Internal Revenue Service limitations) on a pretax basis. We match, dollar for dollar, in cash up to 6% of each participant's contribution and vesting of those contributions is immediate. In 2024, we contributed $5.5 million to the 401(k) Plan compared to $5.2 million in 2023 and $4.8 million in 2022. Employees have a variety of investment options in the 401(k) benefit plan including investing in Range stock.

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 (as described above under Liability Awards) or make other investments at the individual’s discretion. Range provides a partial matching contribution which vests at the end of three years and can be made in either cash or stock. Any stock contributed through the salary or bonus deferral match are treated as Liability Awards as described above. The assets of the plans are held in trading securities or as stock 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 trading securities held in the deferred compensation plan are exchange traded and are accounted for using the mark-to-market accounting method valued at fair value each reporting period utilizing Level 1 inputs. They are included in other assets in the accompanying consolidated balance sheets. We elected to adopt the fair value option to simplify our accounting for the investments in our deferred compensation plan. Interest, dividends, and mark-to-market gains or losses are included in deferred compensation plan expense in the accompanying consolidated statements of income. For the year ended December 31, 2024, interest and dividends were $1.3 million and mark-to-market was a gain of $4.5 million. For the year ended December 31, 2023, interest and dividends were $1.6 million and mark-to-market was a gain of $7.8 million. For the year ended December 31, 2022, interest and dividends were $1.1 million and mark-to-market was a loss of $14.2 million.

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. We recorded a mark-to-market loss of $9.6 million in 2024 compared to a loss of $26.6 million in 2023 and a loss of $61.9 million in 2022. The Rabbi Trust held 742,000 shares (724,000 vested shares) of Range stock at December 31, 2024 compared to 1.6 million (1.5 million of vested shares) at December 31, 2023 and 5.6 million (5.3 million vested shares) at December 31, 2022. The proceeds received from the sale of stock held in our deferred compensation plan were $20.1 million in 2024 compared to $75.2 million in 2023 and $22.2 million in 2022.