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Charles Griffie

Director at RANGE RESOURCESRANGE RESOURCES
Board

About Charles G. Griffie

Independent director at Range Resources (RRC) since 2023; age 52. Former Senior Vice President, Engineering & Operations at Western Midstream Partners with 25+ years in oil & gas spanning midstream and E&P operations; earlier roles at Olympus Energy (founding executive, SVP Midstream & Marketing) and Anadarko Petroleum. Education: B.S. Mechanical Engineering and MBA, University of Colorado Denver; Harvard Business School – Program for Leadership Development (Executive Education). Current public company directorships: none; prior five years: none .

Past Roles

OrganizationRoleTenureCommittees/Impact
Western Midstream Partners, LPSVP, Engineering & OperationsRetired in 2022Led engineering/operations; midstream expertise
Olympus EnergyFounding Executive; SVP, Midstream & MarketingNot disclosedAppalachia Basin midstream/marketing leadership
Anadarko Petroleum CorporationVarious rolesNot disclosedExtensive career; E&P operations

External Roles

Organization TypeOrganizationRoleTenureNotes
Public company boardCurrent public company directorships: none; prior 5 years: none

Board Governance

  • Independence: Board determined Mr. Griffie is independent under NYSE/Company standards .
  • Committees and roles:
    • ESG & Safety Committee – Chair (listed in nominee profile); proxy footnote indicates chair role to be recommended upon Mr. Funk’s May 2025 retirement .
    • Governance & Nominating Committee – Member .
  • Attendance: Board met 4 times in 2024; each director attended 98% of Board and committee meetings on which they served; all directors (other than new director Kendall) attended the 2024 AGM .
  • Board leadership: Independent Chairman (Greg G. Maxwell). Non‑employee directors meet in executive session at each regularly scheduled Board meeting .
  • Risk oversight: ESG & Safety Committee oversees sustainability, climate, and HSE; Governance & Nominating reviews related‑party transactions and governance processes .

Fixed Compensation

ComponentAmount/DetailSource
Annual Board cash retainer (standard)$80,000
Committee chair adders (if applicable)Audit $25,000; Compensation $15,000; Governance & Nominating $15,000; ESG & Safety $15,000
Meeting feesNone
2024 Fees Earned or Paid in Cash (Griffie)$80,000
2024 Stock Awards (grant-date fair value)$200,000
2024 Total Director Compensation (Griffie)$280,000

Notes: Director compensation set by Compensation Committee with independent consultant and peer review; equity portion part of overall director pay .

Performance Compensation

Equity InstrumentGrant DateShares/UnitsGrant-Date Fair ValueVestingNotes
Restricted Stock (annual director grant)May 8, 20245,410 shares$200,000Fully vests 1 year from grant (subject to proration)Same award to all non‑employee directors; Chairman received an additional 7,438 shares
Stock options/SARsDirectors do not receive options/SARs; company does not grant option‑like instruments currently

Director equity ownership guideline: 5x annual cash retainer; until met, director must retain 50% of net shares from equity vesting. As of the proxy, all current directors except Mr. Griffie and Mr. Kendall are in compliance; they are subject to the 50% retention requirement .

Other Directorships & Interlocks

CategoryCompanyRoleInterlock/Notes
Current public boardsNone
Prior 5-year public boardsNone

Compensation Committee interlocks: For 2024 the committee comprised Dorman, Funk, Maxwell, Spiller; no insider participation; no reciprocal interlocks disclosed (Mr. Griffie not on this committee) .

Expertise & Qualifications

  • Skills matrix highlights: Industry; Engineering/Geoscience; Risk Management; Technology; Environmental, Health, Safety & Sustainability; CEO/Senior Officer experience .
  • Education: B.S. Mechanical Engineering; MBA; Harvard PLD executive program .

Equity Ownership

MeasureAmountNotes
Total common shares beneficially owned11,331As of March 17, 2025
Unvested restricted stock included in total5,410Vests May 8, 2025
Ownership as % of class<1%Denoted “* Less than one percent”
Pledging/HedgingProhibited; no directors have pledged Company equity as of proxy dateNon‑hedging/pledging policy; no pledges reported

Stock ownership policy for directors: 5x retainer; if not met, must retain 50% of net vested shares until compliant .

Governance Assessment

  • Strengths:
    • Independent director with deep midstream/E&P operational and HSE experience; slated to chair ESG & Safety, aligning expertise with committee mandate .
    • High attendance (98% for each director in 2024); active independent board leadership and regular executive sessions .
    • No other public company boards (reduced conflict risk); no related‑party transactions disclosed involving Mr. Griffie .
    • Robust director ownership policy; prohibition on hedging/pledging; no director pledges disclosed .
    • Strong shareholder support for compensation program (98% Say‑on‑Pay in 2024), indicating constructive investor engagement .
  • Watchpoints:
    • Ownership guideline still in build period for Mr. Griffie (and Kendall); mitigated by 50% retention requirement until compliance .
    • ESG & Safety chair transition noted as intended upon Mr. Funk’s retirement in May 2025; ensure continuity through transition .

Overall implication: Mr. Griffie’s operational/midstream background and ESG & Safety leadership support board oversight of HSE, sustainability, and operational risk. Absence of interlocks and RPTs, high attendance, and anti-hedging/pledging policies are positive for investor confidence .