RANGE RESOURCES CORP (RRC)
Sector: Energy
2026 Annual Meeting Analysis
RANGE RESOURCES CORP · Meeting: May 13, 2026
Directors FOR
7
Directors AGAINST
0
Say on Pay
FOR
Auditor
FOR
Director Elections
Election of Directors
Director since 2015 with strong financial expertise (CPA, Audit Committee Chair); RRC's 3-year price return of 88.6% is strongly positive and well above the ^MDY — S&P MidCap 400 benchmark, no TSR underperformance trigger fires; no overboarding, attendance, or independence concerns.
Director since 2019 with deep energy industry and financial expertise (CPA, former CFO of Smith International); RRC's 3-year price return of 88.6% is strongly positive and well above the ^MDY — S&P MidCap 400 benchmark, no TSR underperformance trigger fires; no overboarding, attendance, or independence concerns.
Director since 2023 with 25+ years of oil and gas experience; joined within approximately 3 years ago with tenure overlapping less than the full measurement period, and RRC's strong 3-year return means no TSR trigger fires regardless; no overboarding, attendance, or independence concerns.
Director since 2025, well within the 24-month new-director exemption period, so the TSR trigger does not apply; brings 30+ years of oil and gas CEO-level experience; no overboarding, attendance, or independence concerns.
Independent Chairman since 2015 with extensive energy finance experience (former CFO of Phillips 66, CPA); RRC's 3-year price return of 88.6% is strongly positive and well above the ^MDY — S&P MidCap 400 benchmark, no TSR underperformance trigger fires; no overboarding, attendance, or independence concerns.
Director since 2021 with energy industry, geoscience, and public policy expertise; RRC's 3-year price return of 88.6% is strongly positive and well above the ^MDY — S&P MidCap 400 benchmark, no TSR underperformance trigger fires; no overboarding, attendance, or independence concerns.
CEO and director since 2023; as an executive director he is subject to the same TSR trigger, but RRC's 3-year price return of 88.6% is strongly positive and well above the ^MDY — S&P MidCap 400 benchmark so no trigger fires; no independence or overboarding issues apply to an internal executive director.
All seven director nominees receive a FOR vote. RRC's 3-year stock price return of 88.6% is strongly positive and substantially outperforms the ^MDY — S&P MidCap 400 benchmark, meaning the TSR underperformance trigger does not fire for any director. The board is well-qualified with relevant energy industry, financial, and operational expertise, a board skills matrix is disclosed, all independent directors have appropriate committee assignments, attendance was 100% for all directors, and no overboarding concerns exist.
Say on Pay
✓ FORCEO
Dennis L. Degner
Total Comp
$8,375,421
Prior Support
99%%
CEO total compensation of $8,375,421 is reasonable for a $10.7B energy company with strong operational and financial performance in 2025, and prior say-on-pay support was 99% — well above the 70% threshold that would require a response. The pay mix is heavily variable and performance-based: the CEO receives 60% of his long-term incentive award as performance stock awards tied to relative TSR vs. peers over a three-year period, with payouts ranging from 0% to 200% of target, and annual bonuses are tied to multiple objective financial and operational metrics. A meaningful clawback policy is in place, stock ownership requirements are robust (CEO holds stock worth 36x base salary), and there are no repricing or backdating concerns.
Auditor Ratification
✓ FORAuditor
Ernst & Young LLP
Tenure
N/A
Audit Fees
$2,880,000
Non-Audit Fees
$88,370
Non-audit fees (tax fees of $84,532 plus other fees of $3,838 = $88,370) represent only about 3.1% of audit fees of $2,880,000, well below the 50% threshold that would raise independence concerns. EY is a Big 4 firm appropriate for a $10.7B market cap company. Auditor tenure is not disclosed in the filing so the tenure trigger cannot fire per policy. No material restatements are noted.
Overall Assessment
Range Resources' 2026 annual meeting presents a clean ballot with no significant governance concerns — all seven director nominees receive FOR votes supported by RRC's outstanding 3-year stock return of 88.6% that far exceeds the ^MDY — S&P MidCap 400 benchmark, auditor ratification passes easily with non-audit fees at just 3.1% of audit fees, and the say-on-pay proposal earns a FOR vote based on a strongly performance-linked pay structure that received 99% shareholder support in 2025. No stockholder proposals appear on the ballot.
Compensation Peer Group
1 companies disclosed in 2026 proxy filing