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Stock-Based Compensation Plans
12 Months Ended
Dec. 31, 2022
Share-Based Payment Arrangement [Abstract]  
Stock-Based Compensation Plans
(11)
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 expense represents amortization of restricted stock and performance units. The following table details the amount of stock-based compensation that is allocated to functional expense categories for each of the years in the three-year period ended December 31, 2022 (in thousands):

 

 

 

2022

 

 

2021

 

 

2020

 

Direct operating expense

 

$

1,459

 

 

$

1,310

 

 

$

1,078

 

Brokered natural gas and marketing expense

 

 

2,439

 

 

 

1,794

 

 

 

1,416

 

Exploration expense

 

 

1,578

 

 

 

1,507

 

 

 

1,279

 

General and administrative expense

 

 

42,023

 

 

 

39,673

 

 

 

32,905

 

Exit costs

 

 

 

 

 

 

 

 

2,165

 

Total stock-based compensation

 

$

47,499

 

 

$

44,284

 

 

$

38,843

 

 

Unlike the other forms of stock-based compensation expense mentioned above, the mark-to-market 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. Therefore, the liability related to the vested restricted stock held in our deferred compensation plans is not allocated to the functional categories and is reported as deferred compensation plan expense in the accompanying consolidated statements of operations.

In 2022, we recorded an additional tax benefit of an estimated $7.2 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 $340,000 in 2021 and additional tax expense of $4.3 million in 2020.

Stock-Based Awards

Restricted Stock Awards. We grant restricted stock units under our equity-based stock compensation plans. These restricted stock units, which we refer to as restricted stock Equity Awards, generally vest over a three-year period and are contingent on the recipient’s continued employment with us. These awards are net settled by withholding shares to satisfy income tax withholding payments due upon vesting. The remaining shares are remitted to individual brokerage accounts. 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. Shares to be delivered upon vesting are made available from authorized but unissued shares or shares held as treasury stock.

The compensation committee also grants restricted stock to certain employees and non-employee directors of the board of directors as part of their compensation. We also grant restricted stock to certain employees for retention purposes. Compensation expense is recognized over the balance of the vesting period, which is typically the end of three years for employee grants and one year after grant date vesting for non-employee directors. All restricted stock awards are 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, all restricted stock awards have the right to vote such stock (by the trustee) and receive dividends, if any, thereon. Upon grant of these restricted shares, which we refer to as restricted stock Liability Awards, the majority of these shares are generally placed in our deferred compensation plan and, upon vesting, withdrawals are allowed in either cash or in stock. 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 operations. Historically, we have used authorized but unissued shares of stock when restricted stock is granted. However, we also may utilize treasury shares when available.

Stock-Based Performance Units. 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).

Restricted Stock – Equity Awards

In 2022, we granted 1.4 million restricted stock Equity Awards to employees which generally vest over a three-year period compared to 2.3 million in 2021 and 4.5 million in 2020. We recorded compensation expense for these awards of $21.0 million in the year ended December 31, 2022 compared to $19.6 million in 2021 and $17.8 million in 2020. As of December 31, 2022, there was $23.3 million of unrecognized compensation related to Equity Awards expected to be recognized over a weighted average period of 1.7 years. Restricted stock Equity Awards are not issued to employees until such time as they are vested and the employees do not have the option to receive cash.

Restricted Stock – Liability Awards

In 2022, we granted 650,000 shares of restricted stock Liability Awards as compensation to non-employee directors and employees at an average grant date fair value of $20.94. These grants included 47,000 shares issued to non-employee directors, which vest at the end of one year and 603,000 shares to employees with vesting generally at the end of a three-year period. In 2021, we granted 1.3 million shares of restricted stock Liability Awards as compensation to directors and employees at an average grant date fair value of $9.56. This grant included 102,000 shares issued to non-employee directors, which vested at the end of one year and 1.2 million shares to employees with vesting generally at the end of a three-year period. In 2020, we granted 3.5 million shares of restricted stock Liability Awards as compensation to directors and employees at an average grant date fair value of $3.18. These grants included 217,000 shares issued to non-employee directors, which vested at the end of one year and 3.3 million shares to employees with vesting generally over a three-year period. We recorded compensation expense for these restricted stock Liability Awards of $13.6 million in the year ended December 31, 2022 compared to $11.4 million in 2021 and $10.3 million in 2020. As of December 31, 2022, there was $4.6 million of unrecognized compensation related to restricted stock Liability Awards expected to be recognized over a weighted average period of 1.1 years. A large portion of 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 operations (see additional discussion below). The proceeds received from the sale of stock held in our deferred compensation plan were $22.2 million in 2022 compared to $5.9 million in 2021 and $696,000 in 2020. The following is a summary of the status of our non-vested restricted stock outstanding at December 31, 2022:

 

 

 

 

Restricted Stock
Equity Awards

 

 

Restricted Stock
Liability Awards

 

 

 

Shares

 

 

Weighted
Average Grant
Date Fair Value

 

 

Shares

 

 

Weighted
Average Grant
Date Fair Value

 

Outstanding at December 31, 2021

 

 

2,674,777

 

 

$

7.39

 

 

 

796,629

 

 

$

6.49

 

Granted

 

 

1,405,660

 

 

 

18.66

 

 

 

650,314

 

 

 

20.94

 

Vested

 

 

(2,283,837

)

 

 

8.88

 

 

 

(1,067,310

)

 

 

12.38

 

Forfeited

 

 

(59,912

)

 

 

10.29

 

 

 

 

 

 

 

Outstanding at December 31, 2022

 

 

1,736,688

 

 

$

14.44

 

 

 

379,633

 

 

$

14.71

 

 

Stock-Based Performance Units

Internal Performance Metric Awards. These awards are earned, or not earned, based on performance metrics set by the compensation committee of our board of directors over a three-year performance period. The actual payout may be between 0% and 200% of the performance units granted and each unit represents the value of one share of our common share. Dividend equivalents, if any, accrue during the performance period and are paid in stock at the end of the performance period.

Internal performance metric awards granted in 2022 are earned based on:

Net debt (total debt less cash 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.

Internal performance metric awards granted in 2020 were earned based on:

Debt and adjusted per share Production Growth; and
Debt and adjusted per share Reserve Growth.

 

 

Prior to 2021, the performance period was based on annual performance targets earned over a three-year period. For awards granted in 2021 and 2022, the three-year target was set in the first quarter of the grant year. If the performance metric for the applicable period is not met, then that portion is considered forfeited and there is an adjustment to the expense recorded. The following is a summary of our non-vested internal performance metric awards activities at December 31, 2022:

 

 

 

Number of
Units

 

 

Weighted
Average Grant
Date Fair Value

 

Outstanding at December 31, 2021

 

 

1,095,355

 

 

$

7.80

 

Units granted (a)

 

 

153,089

 

 

 

20.38

 

Vested (b)

 

 

(243,482

)

 

 

9.64

 

Forfeited

 

 

 

 

 

 

Outstanding at December 31, 2022

 

 

1,004,962

 

 

$

9.27

 

 

(a) Amounts granted reflect the number of performance units granted; however, the actual payout of shares may be between zero and 200%

depending on achievement of specifically identified performance targets.

(b) For awards granted in 2019, the aggregate payout was approximately 116% of target with a positive performance adjustment of 158,793

shares.

 

We recorded internal performance metric award compensation expense of $6.2 million in the year ended December 31, 2022 compared to $6.6 million in the year ended December 31, 2021 and $2.7 million in the year ended December 31, 2020. As of December 31, 2022, there was $1.8 million of unrecognized compensation related to these internal performance metric awards to be recognized over a weighted average period of 1.1 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 actual payout of shares may be between zero and 200% of the performance units granted depending on the total stockholder return ranking compared to our peer companies on the vesting date. Their fair value 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, 2022, 2021 and 2020:

 

 

 

Year Ended December 31,

 

 

 

2022

 

 

2021

 

 

2020

 

Risk-free interest rate

 

 

1.4

%

 

 

0.2

%

 

 

1.4

%

Expected annual volatility

 

 

68

%

 

 

75

%

 

 

65

%

Grant date fair value per unit

 

$

27.90

 

 

$

12.58

 

 

$

3.85

 

 

The following is a summary of our non-vested TSR award activities:

 

 

 

Number of Units

 

 

Weighted
Average Grant Date Fair Value

 

Outstanding at December 31, 2021

 

 

1,147,994

 

 

$

7.60

 

Granted (a)

 

 

111,828

 

 

 

27.90

 

Vested and issued (b)

 

 

(314,152

)

 

 

11.34

 

Forfeited

 

 

 

 

 

 

Outstanding at December 31, 2022

 

 

945,670

 

 

$

8.76

 

 

(a) These amounts reflect the number of performance units granted. The actual payout of shares may be between zero and 200% of the

performance units granted depending on the total shareholder return ranking compared to our peer companies at the vesting date.

(b) Includes TSR awards issued related to the 2019 performance period where the return on our common stock was 127% and therefore, the

performances multiple and actual payout was 183%.

We recorded TSR award compensation expense of $3.2 million in the year ended December 31, 2022 compared to $2.6 million in the year ended December 31, 2021 and $2.4 million in the year ended December 31, 2020. As of December 31, 2022, there was $1.5 million of unrecognized compensation related to these TSR awards to be recognized over a weighted average period of 1.3 years.

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 2022, we contributed $4.8 million to the 401(k) Plan compared to $4.6 million in 2021 and $5.3 million in 2020. 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 operations. 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 $61.9 million in 2022 compared to a loss of $68.4 million in 2021 and a loss of $12.5 million in 2020. The Rabbi Trust held 5.6 million shares (5.3 million of vested shares) of Range stock at December 31, 2022 compared to 6.2 million (5.4 million of vested shares) at December 31, 2021.