Greg Maxwell
RANGE RESOURCESAbout Greg G. Maxwell
Greg G. Maxwell, age 68, is an independent Chairman of the Board at Range Resources (RRC) and has served as a director since 2015. He is a former EVP, Finance and CFO of Phillips 66 and previously served as SVP, CFO and Controller at Chevron Phillips Chemical; he began his career at Phillips Petroleum in 1978. Maxwell holds a Bachelor of Accountancy from New Mexico State University and is both a certified public accountant (CPA) and certified internal auditor (CIA); the Board also recognizes him as an audit committee financial expert under SEC standards. He is currently not serving on any other public company boards and is independent under NYSE rules .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Phillips 66 | EVP, Finance and Chief Financial Officer | 2012–2015 (retired Dec 31, 2015) | Led finance for diversified energy manufacturer and logistics company |
| Chevron Phillips Chemical Company | SVP, Chief Financial Officer and Controller | 2003–2012 | Senior financial leadership in petrochemicals |
| Phillips Petroleum Company | Various finance roles (comptroller’s group, corporate planning, treasury, downstream) | 1978–2003 | Corporate finance, planning, treasury leadership |
External Roles
| Organization | Role | Period | Committees/Impact |
|---|---|---|---|
| Jeld–Wen Holding, Inc. | Director | Within past five years | Not disclosed |
| Current public company boards | — | — | None |
Board Governance
- Role: Independent Chairman of the Board; responsibilities include presiding at meetings, setting agendas, overseeing executive sessions, and serving as liaison with stockholders .
- Committees: Member of Audit, Compensation, and ESG & Safety Committees .
- Independence: Determined independent by the Board under NYSE and company guidelines .
- Attendance and engagement: Board met 4 times in 2024; each director attended 98% of Board and committee meetings. All directors except Kendall attended the 2024 Annual Meeting .
- Audit expertise: Audit Committee identifies Cline as the “financial expert,” with Dorman and Maxwell also qualifying as financial experts .
- Committee activity levels: Audit (6 meetings), Compensation (5), ESG & Safety (4), Governance & Nominating (5) in 2024 .
- Stockholder engagement: Annual outreach typically exceeds 65% of shares; say-on-pay support was 98% in 2024 and >97% each of the past three years .
Fixed Compensation
| Component | Policy Detail | Maxwell Actual (2024) |
|---|---|---|
| Annual Board Cash Retainer | $80,000 | Included in “Fees Earned” |
| Chairman Additional Retainer | $75,000 | Included in “Fees Earned” |
| Committee chair fees | Audit $25,000; Comp $15,000; Governance $15,000; ESG & Safety $15,000 | Not applicable (Maxwell not a committee chair) |
| Meeting fees | None | None |
| Fees Earned or Paid in Cash (Maxwell) | — | $155,000 |
Notes:
- Director fees are set by the Compensation Committee with input from an independent consultant and peer review; no meeting fees are paid .
Performance Compensation
| Equity Instrument | Grant Date | Shares Granted | Grant Date Fair Value | Vesting |
|---|---|---|---|---|
| Annual Restricted Stock Award (Director) | May 8, 2024 | 7,438 | $275,000 | Fully vested one year from grant, subject to proration; Chairman receives incremental award |
| Director equity policy | — | — | $200,000 (standard annual RS award for non-employee directors); +$75,000 incremental RS for Chairman | Annual RS fully vests in one year |
Additional policies:
- Directors may defer cash fees and stock awards into the Active Deferred Compensation Plan; directors do not receive a company match .
- Change-in-control: Any unvested restricted stock for directors becomes vested upon a change in control .
- Hedging/pledging: Directors are prohibited from short sales, options/derivatives linked to company stock, and pledging company equity for new credit; no directors have pledged company equity as of the proxy date .
No director performance metrics (e.g., TSR, EBITDA, ESG goals) apply to director equity grants; awards are time-based RS with one-year vesting .
Other Directorships & Interlocks
| Category | Detail |
|---|---|
| Current public company boards | None |
| Prior public company boards (last 5 years) | Jeld–Wen Holding, Inc. |
| Compensation Committee interlocks | None; no RRC executive serves on a board or compensation committee of an entity with reciprocal ties to RRC’s directors/Comp Committee |
Expertise & Qualifications
- Financial leadership: Former CFO of Phillips 66 and Chevron Phillips Chemical; CPA and CIA; recognized audit committee financial expert .
- Industry knowledge: 37+ years in petrochemical and oil & gas finance .
- Risk oversight: Skill matrix highlights CEO/senior officer experience, industry, financial reporting, banking/finance, technology, risk management .
- Governance leadership: Independent Chairman role with defined responsibilities .
Equity Ownership
| Category | Shares | Notes |
|---|---|---|
| Directly owned | 109,057 | Includes unvested RS of 7,438 |
| Shares in Deferred Compensation Plan | 17,812 | Director deferrals; directors receive no company match |
| Total common shares controlled | 126,869 | Less than 1% of outstanding shares |
| Ownership guideline compliance | In compliance | Directors must hold 5x annual cash retainer; all directors except Griffie and Kendall are in compliance |
Governance Assessment
- Strengths:
- Independent Chairman with strong finance background and audit expertise; also qualifies as an audit committee financial expert .
- High attendance (98%) and structured executive sessions support independent oversight .
- Director ownership aligned via 5x retainer guideline; Maxwell in compliance; hedging/pledging prohibited and none pledged .
- Transparent director pay structure with modest cash retainer and time-based RS; no meeting fees; no legacy perks or tax reimbursements; unvested RS vests upon change-in-control only .
- Strong stockholder support on say-on-pay (98% in 2024; >97% for three years), and proactive engagement (>65% of shares) .
- Watch items (not red flags):
- Role concentration: Chairman plus membership on Audit and Compensation Committees; common in energy boards but merits continued attention to independence and workload .
- Red flags: None disclosed regarding related-party transactions, legal proceedings, hedging/pledging, option repricing, or low say-on-pay .
Committee assignments: Audit, Compensation, ESG & Safety; Independent Chairman; independence affirmed .
Attendance: 98% across Board and committees; robust committee schedules (Audit 6, Comp 5, ESG 4, Gov/Nom 5) .
Director compensation mix: Cash $155,000; equity $275,000; total $430,000; RS grant of 7,438 shares on May 8, 2024 with one-year vesting .
Ownership alignment: 126,869 shares controlled, <1% of outstanding; in compliance with 5x retainer guideline .
Conflicts: No related-person transactions involving Maxwell disclosed; Governance & Nominating oversees any such reviews .
Notes on Data Coverage
- Insider trades and current Form 4 holdings for Greg Maxwell were not retrieved here; the proxy’s beneficial ownership table reflects director-level ownership as of March 17, 2025 .