Erin McDowell
RANGE RESOURCESAbout Erin McDowell
Erin W. McDowell is Senior Vice President – General Counsel and Corporate Secretary at Range Resources (RRC). She joined Range in January 2015 as division counsel, was promoted to Vice President, Deputy General Counsel & Assistant Corporate Secretary, and was appointed General Counsel & Corporate Secretary in March 2023; age 46 as of February 1, 2025, with nearly 20 years of legal experience, including over ten years at Eckert Seamans in commercial litigation and environmental regulatory counseling. She holds a BA (Economics & Environmental Studies, magna cum laude) from Bucknell University and a JD from the University of Pittsburgh School of Law . During her tenure, RRC delivered resilient performance through commodity cycles: revenues were $2.35B in 2024 vs. $2.54B in 2023; net income was $266M in 2024 vs. $871M in 2023; EBITDA declined alongside prices; net debt fell from $1.58B to $1.40B, and RRC’s TSR has outpaced peers over the last five years, underscoring alignment of pay with stockholder returns . EBITDA values marked with an asterisk are retrieved from S&P Global.*
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Range Resources | Division Counsel, Appalachia Division | 2015–2023 | Built legal/regulatory foundation supporting operations and market access . |
| Range Resources | VP, Deputy GC & Assistant Corporate Secretary | 2015–Mar 2023 | Strengthened governance processes and board support prior to GC appointment . |
| Range Resources | SVP – General Counsel & Corporate Secretary | Mar 2023–Present | Leads legal, governance, and sustainability-related oversight; corporate secretary responsibilities . |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Eckert Seamans Cherin & Mellott | Attorney – Commercial litigation & environmental regulatory counseling | Over 10 years (prior to 2015) | Deep environmental and regulatory expertise, foundational to E&P compliance and ESG oversight . |
Fixed Compensation
| Component | 2023 | 2024 | 2025 (as of Feb) |
|---|---|---|---|
| Base Salary ($) | $365,192 | $428,654 | $465,000 |
| All Other Compensation ($) | $58,680 (Deferred Comp match $36,233; 401k match $19,800; exec disability $2,647) | $72,883 (Deferred Comp match $42,865; 401k match $20,700; exec disability $9,318) | — |
Stock ownership guidelines: Senior Vice President required to hold 3x base salary; all senior officers were in compliance as of the proxy date .
Performance Compensation
Annual Cash Incentive (Bonus) – 2024 outcomes
| Metric | Weight | Threshold | Target | Excellent | Actual/Outcome | Payout vs Target |
|---|---|---|---|---|---|---|
| Cash Unit Costs ($/mcfe) | 15% | $2.19 | $1.99 | $1.80 | $1.92 | 137% |
| Free Cash Flow ($mm) | 15% | $300 | $425 | $550 | $428 | 102% |
| ROACE (%) | 15% | 10% | 16% | 25% | 15.5% | 96% |
| D&C Cost per mcfe ($) | 15% | $0.85 | $0.75 | $0.65 | $0.74 | 109% |
| Drilling Rate of Return (%) | 15% | 30% | 40% | 55% | 59% | 200% |
| Discretionary (HSE & strategic) | 25% | — | Target | — | Target/Excellent range achieved | 134% |
Payout calibration (pre-discretionary): Senior Vice Presidents at 98% of base salary; Erin’s actual bonus paid for 2024 performance: $424,125 (paid Feb 2025). Prior year (2023) bonus: $464,550 .
Long-Term Incentives (Equity)
| Grant Type | Grant Date | Units/Shares | Fair Value per Unit | Grant Date Fair Value |
|---|---|---|---|---|
| TSR-PSUs (2024 cycle; 3-year performance to Feb 2027) | 02/06/2024 | 23,148 | $31.84 (Monte Carlo) | $737,032 |
| RSAs (time-based, cliff vest 3 years to Feb 6, 2027) | 02/06/2024 | 23,148 | $28.08 (close) | $649,996 |
| RSAs (time-based) | 01/31/2023 | 17,186 | $25.02 | $429,994 |
| RSAs (time-based) | 03/15/2023 | 23,671 | $24.08 | $569,997 |
Notes:
- RSAs generally cliff vest at three years; 2023 RSAs vest on March 15, 2026; 2024 RSAs vest on February 6, 2027 .
- Relative TSR peer design emphasizes gas-weighted comparables; 2021 TSR-PSUs paid 160% of target (3rd ranked) .
Equity Ownership & Alignment
| Category | Amount | Notes |
|---|---|---|
| Shares directly owned | 60,251 | As of March 17, 2025. |
| Shares in Deferred Compensation Plan | 23,368 | Rabbi Trust; marked-to-market . |
| Total beneficially owned | 83,619 | <1% of outstanding shares . |
| Unvested RSAs | 84,515 | Excluded from deferred plan . |
| Target PSUs outstanding | 43,658 | Subject to performance . |
| Options | 0 | Range does not grant/reprice options; equity awards are RSAs/PSUs . |
Policies and alignment:
- Ownership guidelines: 3x base salary for Senior Vice Presidents; all senior officers in compliance as of proxy date .
- Hedging/derivatives and pledging: prohibited; no NEOs/directors have pledged equity .
Employment Terms
| Provision | Terms (Erin McDowell) |
|---|---|
| Employment agreements | None; no general severance plan . |
| Change-in-control (CIC) plan | Double-trigger; benefit multiple 3x; continued benefits for multiple years; no tax gross-ups; “best-net” excise tax policy (Dec 2024 amendment) . |
| CIC estimated payout (as of 12/31/2024) | Cash $2,666,550; Accelerated awards $3,387,269; Benefits $113,740; Total $6,167,559 . |
| Clawback policy | Recovery of covered compensation upon required accounting restatement; committee discretion to determine amount . |
| Deferred compensation | Company match up to 10% of base salary; vested at 3 years (or 1 year if retirement-eligible); distributions under 409A . |
Vesting Schedules and Potential Insider Selling Pressure
| Date | Award Type | Quantity | Note |
|---|---|---|---|
| 12/31/2025 | Matching Award (stock, 2023) | 1,484 | Rabbi Trust; vesting may increase liquidity. |
| 03/15/2026 | RSAs (granted 2023) | 23,671 + 17,186 | Cliff vest; potential selling pressure around vest date. |
| 12/31/2026 | Matching Award (stock, 2024) | 1,527 | Rabbi Trust; vesting may increase liquidity. |
| 02/06/2027 | RSAs (granted 2024) | 23,148 | Cliff vest at 3 years. |
| 02/06/2027 | TSR-PSUs (granted 2024) | 23,148 target; 0–200% payout | Relative/absolute TSR; payout capped at 100% if absolute TSR negative . |
| 12/31/2025 | PSUs – Internal metrics (granted 2023) | Company-wide program | Net debt & Emissions performance PSUs end 12/31/2025 . |
No pre-arranged hedging/derivatives and pledging restrictions reduce forced-selling risk; upcoming cliffs in 2026–2027 are the primary windows for potential selling pressure .
Performance & Track Record
| Metric | FY 2023 | FY 2024 |
|---|---|---|
| Revenues ($) | $2,541,213,000 | $2,346,898,000 |
| Net Income ($) | $871,142,000 | $266,340,000 |
| EBITDA ($) | $1,729,953,000* | $776,393,000* |
| EBITDA Margin (%) | 67.74%* | 32.89%* |
| Net Debt ($) | $1,576,414,000 | $1,404,212,000 |
Values with asterisk (*) retrieved from S&P Global.
Additional context:
- Cash flow from operations (2024): $945M; NGLs/oil sales $2.2B; dividends $77M; buybacks $65M; available credit $1.3B; balanced capital allocation and hedging underpin resilience .
- Say-on-pay support: 98% in 2024; >97% for each of the last three years .
- TSR alignment: RRC TSR outpaced peers over 2020–2024; 2021 TSR-PSUs paid 160% (3rd-ranked) .
Compensation Structure Notes
- Year-over-year LTI mix maintained: SVPs at 50% PSUs (relative/absolute TSR) / 50% RSAs; CEO/CFO at 60%/40% .
- Base salaries benchmarked near 50th percentile peer group, adjusted for role/tenure; 2025 increases of 3–7% (Erin to $465,000) .
- No option grants/repricing or cash buyouts; equity payouts vary 0–200% based on performance .
Related Party & Governance
- Related party: Mark Windle (Corporate Communications Director), brother of Erin McDowell; 2024 salary+bonus ~$254,000; equity ~$179,000; employment predates Erin’s tenure; does not report to her .
- Governance practices: Independent Chair; robust stockholder rights; regular outreach covering >65% of shares; executive sessions; clawbacks; majority voting; proxy access .
Compensation Peer Group & Benchmarking
- Peer group centers on E&P with comparable scale; adjustments in 2024–2025 reflect industry M&A (e.g., removing acquired companies; replacing Permian Resources with Ovintiv) .
- 2025 Performance Peer Group weights gas-heavy peers 2x within a broader set (SPDR S&P Midcap 400, SPDR S&P Oil & Gas E&P ETF) to sharpen TSR comparability .
- Salary benchmarking considers 25th/50th/75th percentiles and internal parity; SVP bonus target 75% of salary; CEO 120%; CFO 100% .
Investment Implications
- Strong alignment: High at-risk pay via TSR-PSUs; strict no-hedge/no-pledge; ownership guideline compliance; clawbacks; double-trigger CIC with no gross-ups all favor stockholder alignment .
- Retention outlook: Material unvested RSAs (2026–2027), PSUs (2025 and 2027), and deferred matching awards (2025–2026) reduce near-term departure risk; CIC economics (3x) are competitive but not excessive due to best-net policy .
- Selling pressure windows: Watch vest cliffs on 3/15/2026 and 2/6/2027, plus year-end matching vest dates (12/31/2025, 12/31/2026) for any Form 4 activity—though policy limits hedging/pledging and officers must retain 50% of net shares until guidelines are met .
- Execution risk: Bonus metrics emphasize capital efficiency, costs, ROACE, and HSE; continued net debt reduction and FCF discipline support resilience through gas cycles; TSR program historically pays for relative outperformance .