Brenda Cline
RANGE RESOURCESAbout Brenda A. Cline
Brenda A. Cline (age 64) is an independent director of Range Resources (RRC) who joined the Board in 2015; she serves as Audit Committee Chair and is a member of the ESG & Safety and Governance & Nominating Committees. She has been CFO, Treasurer and Secretary of the Kimbell Art Foundation since 1993, is a CPA, and holds a BBA in Accounting (summa cum laude) from Texas Christian University; the Board has designated her as the Audit Committee Financial Expert .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Ernst & Young LLP | Senior Manager | Pre-1993 | Public company audit and accounting experience |
| Thomson Reuters (Practitioners Publishing Co.) | Contract author (financial accounting/reporting books) | 1993–2013 | Authored/edited accounting guidance |
| Cushing Closed-End Funds & Cushing Mutual Fund Trust | Trustee; Audit Committee Chair; Nominating & Governance Committee member | 2017–2021 | Chaired audit; governance oversight |
External Roles
| Organization | Role | Tenure | Committees/Notes |
|---|---|---|---|
| Tyler Technologies (NYSE: TYL) | Director | 2014–present | Audit Committee Chair; Nominating & Governance member; designated audit committee financial expert |
| American Beacon Funds | Independent Trustee | 2004–2024 | Former Chair of Board; former Chair of Audit & Compliance; Co‑Chair Investment Committee |
| Texas Christian University | Trustee | 1998–present | Former Chair, Investment & Fiscal Affairs; Audit Committee and other committee service |
| Kimbell Art Foundation | CFO, Treasurer & Secretary | 1993–present | Oversees investments and operations |
Board Governance
- Committee assignments at RRC: Audit (Chair); ESG & Safety (member); Governance & Nominating (member). Audit met 6x in 2024; ESG & Safety met 4x; Governance & Nominating met 5x .
- Independence: Board determined Ms. Cline is independent under NYSE and SEC rules; she is designated the Audit Committee Financial Expert .
- Attendance: Board met 4 times in 2024; each director attended 98% of Board and committee meetings; all directors (other than Mr. Kendall, who had not yet joined) attended the 2024 Annual Meeting .
- Executive sessions: Non‑employee directors meet in executive session at each regularly scheduled Board meeting .
- Risk oversight: As Audit Chair, she oversees financial reporting, ERM program reviews, internal audit, disclosure controls testing, and auditor independence/retention; Audit met with internal audit and EY at all six meetings .
Fixed Compensation
| 2024 Director Compensation (RRC) | Amount |
|---|---|
| Cash fees (board + chair retainers) | $105,000 |
| Stock awards (restricted stock; time-based vesting) | $200,000 |
| Total | $305,000 |
| Director Fee Schedule (2024–2025 term) | Amount |
|---|---|
| Annual Board Cash Retainer | $80,000 |
| Audit Committee Chair Retainer | $25,000 |
| Compensation Committee Chair Retainer | $15,000 |
| Governance & Nominating Chair Retainer | $15,000 |
| ESG & Safety Committee Chair Retainer | $15,000 |
- Policy notes: No meeting fees; directors may defer cash/equity into the Deferred Compensation Plan (no company match for directors); no director pension, tax reimbursements, or change‑in‑control payments—however, any unvested restricted stock vests upon a Change in Control .
Performance Compensation
| Element | Structure | Metrics/Terms |
|---|---|---|
| Annual equity grant | Restricted stock; time‑based vesting | Each non‑employee director received 5,410 RS shares on May 8, 2024; fully vests after one year or upon departure; no options, no non‑equity incentive awards for directors |
| Performance-based pay | Not applicable | Directors do not have performance bonus or PSU metrics; SEC table columns for SARs and non‑equity incentive comp are omitted because directors receive none |
Additional governance safeguards for equity: RRC prohibits directors from pledging new credit secured by company equity and from trading derivatives; as of the proxy date, no directors had pledged shares .
Other Directorships & Interlocks
| Company/Entity | Status |
|---|---|
| Tyler Technologies (NYSE: TYL) – current public company | Director; Audit Chair; governance committee member |
| American Beacon Funds – prior 5 years | Independent Trustee through 2024; former Board Chair |
| Cushing Funds – prior 5 years | Former trustee; Audit Chair; governance committee member (2017–2021) |
- Compensation committee interlocks: RRC discloses none—no RRC executives serve on boards/comp committees of entities whose executives serve on RRC’s Board/Compensation Committee .
Expertise & Qualifications
- CPA with deep financial reporting and audit oversight; designated Audit Committee Financial Expert at RRC and TYL .
- RRC skills matrix highlights for Cline: CEO/Senior Officer experience, Financial Reporting, Banking/Finance, Technology, and Risk Management .
Equity Ownership
| Ownership (as of March 17, 2025) | Shares | Notes |
|---|---|---|
| Total common shares beneficially owned | 124,789 | Less than 1% of outstanding |
| Directly owned | 124,789 | Includes 5,410 unvested RS vesting May 8, 2025 |
| Indirect/family holdings | 89,121 | Held by Purple Elm, LP managed by BCC4 Management LLC; owned 50% by Ms. Cline and 50% by her husband |
| Deferred Compensation Plan | — | No director deferrals noted for Ms. Cline in table; certain others noted separately |
| Ownership guideline compliance | In compliance | Directors must hold 5x annual cash retainer; all current directors except Mr. Griffie and Mr. Kendall are in compliance |
| Hedging/pledging | None | Directors prohibited; none have pledged company equity as of proxy date |
Insider Trades (Form 4)
| Filing Date | Transaction Date | Type | Shares | Price ($) | Direct/Indirect | Post-Transaction Holdings | SEC Link |
|---|---|---|---|---|---|---|---|
| 2023-05-12 | 2023-05-10 | Award (A) | 7,978 | 25.07 | — | 30,258 | https://www.sec.gov/Archives/edgar/data/315852/000112760223015437/0001127602-23-015437-index.htm |
| 2024-05-09 | 2024-05-08 | Award (A) | 5,410 | 36.97 | — | 5,410 | https://www.sec.gov/Archives/edgar/data/315852/000112760224014804/0001127602-24-014804-index.htm |
| 2025-05-15 | 2025-05-08 | Other (J) – acquisition | 5,410 | 36.73 | Direct (D) | 35,668 | https://www.sec.gov/Archives/edgar/data/315852/000112760225014459/0001127602-25-014459-index.htm |
| 2025-05-15 | 2025-05-08 | Other (J) – disposition | 5,410 | 36.73 | Indirect (I) | 0 | https://www.sec.gov/Archives/edgar/data/315852/000112760225014459/0001127602-25-014459-index.htm |
| 2025-05-15 | 2025-05-14 | Award (A) | 5,258 | 38.9881 | Indirect (I) | 5,258 | https://www.sec.gov/Archives/edgar/data/315852/000112760225014459/0001127602-25-014459-index.htm |
Source: Insider-trades skill (Form 4 data; see links for each filing).
Governance Assessment
-
Strengths supporting investor confidence:
- Independent Audit Chair with CPA and “audit committee financial expert” designation; chairs auditor retention, fee, and independence oversight; active ERM oversight and regular sessions with internal audit and EY .
- High engagement: 98% attendance; participation across ESG & Safety and Governance & Nominating committees .
- Strong alignment: meaningful share ownership (124,789 shares), compliance with 5x ownership guideline; no pledging/hedging; equity is awarded in stock (time‑based) fostering alignment .
- Compensation structure is balanced (approx. 66% equity, 34% cash for 2024), no meeting fees, no options, no director bonuses/pensions, and no CIC cash payments (only RS acceleration), reducing pay‑for‑non‑performance risk .
-
Potential conflicts/RED FLAGS:
- Kimbell Art Foundation holds significant investments in oil and gas; however, RRC discloses related‑party transaction review by the Governance & Nominating Committee and does not disclose any related‑party transactions involving Ms. Cline; directors are affirmed independent .
- No pledging, hedging, or derivative transactions by directors; no compensation committee interlocks disclosed .
Overall, Ms. Cline’s financial expertise, committee leadership, attendance, and ownership alignment point to strong governance quality with no material red flags disclosed that would impair independence or investor confidence .