DEF 14A of Ramaco Resources, Inc., Apr 30, 2025

DEF 14A of Ramaco Resources, Inc.

Filed Apr 30, 2025 · FY20240001104659-25-041856

Open on EDGAR

  1. Table of Contents

    | Options Exercised and Stock Vested in the 2024 Fiscal Year | 37 | | Potential Payments Upon Termination or a Change in Control | 38 | | 2024 RSU and PSU Awards | 39 | | EQUITY COMPENSATION PLAN INFORMATION | 40 | | PAY VERSUS PERFORMANCE | 41 | | SCT Compared to CAP | 41 | | Comparative Disclosure | 44 | | Financial Performance Measures | 47 | | PAY RATIO | 48 | | REPORT OF THE AUDIT COMMITTEE | 49 | | ITEM 2: RATIFICATION OF APPOINTMENT OF THE INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM | 50 | | Changes in Independent Public Accountants | 50 | | Principal Accounting Firm Fees | 54 | | Audit Committee Policies and Procedures for Preapproval of Audit and Non-Audit Services | 54 | | ITEM 3: ADVISORY VOTE ON EXECUTIVE COMPENSATION | 55 | | STOCK PERFORMANCE GRAPH | 56 | | GENERAL INFORMATION | 57 | | Shareholder Proposals for 2026 Annual Meeting | 57 | | Delinquent Section 16(a) Reports | 58 | | Householding of Annual Meeting Materials | 58 | | Annual Report to Shareholders | 58 |

  2. ITEM 1: ELECTION OF DIRECTORS

    ITEM 1: ELECTION OF DIRECTORS Nominees for Directors Our Board is currently composed of ten members. Effective April 13, 2022, the Board approved the implementation of a staggered board pursuant to the terms of the Company’s Amended and Restated Certificate of Incorporation, consisting of three classes. The term of one class expires each year on the date of the annual meeting of shareholders or special meeting in lieu thereof, and any director subsequently appointed to fill a vacancy shall hold office for the remaining term of the director’s predecessor. As of the date of this proxy, each nominee for election currently serves as a director and, if elected, will serve for a term expiring on the date of the Annual Meeting of Shareholders in 2028 or the special meeting in lieu thereof. If any nominee becomes unavailable for election, the Board of Directors can name a substitute nominee, and proxies will be voted for the substitute nominee pursuant to discretionary authority. Listed below are the biographies of each director. The biographies include information regarding each individual’s service as a director of the Company, business experience, director positions at public companies held currently or at any time during the last five years, and the experiences, qualifications, attributes or skills that caused the Board of Directors to determine that the person should serve as a director for the Company. No current director or executive officer has any family relationship with any other executive officer, director, or director nominee. The four nominees for election at the Annual Meeting are listed below.

  3. NOMINEES STANDING FOR ELECTION; TERM TO EXPIRE IN 2028

    NOMINEES STANDING FOR ELECTION; TERM TO EXPIRE IN 2028

  4. NOMINEES STANDING FOR ELECTION; TERM TO EXPIRE IN 2028

    | RANDALL W. ATKINS | | | Randall W. Atkins, age 72, has served as Chairman of our Board of Directors since August 2015, and as our Chief Executive Officer since January 2021. Mr. Atkins also served as our Chief Financial Officer from July 2018 to May 2019. Mr. Atkins has been involved in energy related investment and financing activities for over 40 years. He also has served as Chairman and Chief Executive Officer of the predecessor company, Ramaco Coal, LLC, from 2011 to 2022. Prior to the formation of Ramaco, Mr. Atkins was a banker at J.P. Morgan and had worked in various investment banking and private equity positions in the mining and energy fields. Mr. Atkins is the immediate past Chairman of the Department of Energy’s National Coal Council. He was also appointed by the Department of Energy as a United States representative to the International Energy Agency’s Coal Advisory Board and Critical Minerals Working Group. He sits on the Board of Directors of the National Mining Association (“NMA”). He began his career at Ashland Oil, Inc. Mr. Atkins holds a B.A. degree from Duke University and a J.D. degree from Washington & Lee University School of Law. We believe that Mr. Atkins’ considerable financial and energy investment experience brings important and valuable skills to the Board of Directors and qualifies him to serve on our Board of Directors. | Non-Independent Director Nominee Chairman of the Board Committees: None | | RICHARD M. WHITING | | | Richard M. Whiting, age 70, has served as a member of our Board of Directors since December 2016. Mr. Whiting most recently served as President of Kinder Morgan Resources LLC, and before that as President, Chief Executive Officer, and Director of Patriot Coal Corporation (“Patriot Coal”). Prior to the spin-off of Patriot Coal from Peabody Energy Corporation (“Peabody”), Mr. Whiting served in various positions at Peabody including Executive Vice President & Chief Marketing Officer, President & Chief Operating Officer and Director. Mr. Whiting has served as both a Director and on the Executive Committee of the NMA. He has also served as a Director of the National Coal Council and as a member of the Society of Mining Engineers Foundation Board of Trustees. Mr. Whiting holds a B.S. degree in Mining Engineering from West Virginia University. | Independent Director Nominee Committees: Audit |

  5. NOMINEES STANDING FOR ELECTION; TERM TO EXPIRE IN 2028

    | We believe that Mr. Whiting’s business experience and leadership roles bring valuable strategic and analytical skills and qualify him to serve on our Board of Directors. | Compensation Environmental, Health and Safety | | EVAN H. JENKINS | | | Evan H. Jenkins, age 64, has served as a member of the Board and as Vice-Chairman of the Board since March 2025, and has served as Secretary of the Company since February 2024. He also currently serves as president of The Ramaco Foundation and a member of its board of directors, positions he has held since May 2022. Mr. Jenkins served as General Counsel of the Company from February 2024 through April 2025. Immediately prior to joining Ramaco, Mr. Jenkins was Senior Vice President, Government Affairs at the U.S. Chamber of Commerce from September 2022 through February 2024. Mr. Jenkins owned and managed Evan Jenkins PLLC, a law firm, from February 2022 through September 2022. Mr. Jenkins previously served on the West Virginia Supreme Court of Appeals from October 2018 through February 2022 including a term as Chief Justice from January 2021 through December 2021. Mr. Jenkins is also a former two term U.S. Congressman representing West Virginia’s 3rd congressional district, and a longtime state legislator serving in the West Virginia House of Delegates and West Virginia State Senate. Mr. Jenkins has significant private sector experience as a practicing labor and employment attorney and also previously served as the chief executive officer of a statewide association in West Virginia. Mr. Jenkins received his bachelor's degree in business administration from the University of Florida and his law degree from the Cumberland School of Law at Samford University. We believe Mr. Jenkins’ experience and background in law, public policy, and organization management qualifies him to serve on our Board of Directors. | Non-Independent Director Nominee Committees: None | | JOSEPH MANCHIN III | | | Joseph Manchin III, age 77, has served as a director of our Company since April 2025. He has served on the Board of Athene Holding Ltd. since February 2025 and is a member of Athene’s legal and regulatory committee. Senator Manchin has served as an adviser to Apollo since February 2025. From 2010 to 2025, Senator Manchin served as a US Senator for West Virginia. During his time in the Senate, Senator Manchin was a member of the Senate Energy and Natural Resources Committee, where he served as Chair, as well as the Appropriations, Armed Services, and Veterans’ Affairs Committees. Before his tenure in the Senate, Senator Manchin served as the 34th Governor of West Virginia from 2005 to 2010 and as West Virginia Secretary of State from 2001 to 2005. Senator Manchin is known for his bipartisan approach, focusing on energy policy, economic development, and national security. He has been a vocal advocate for an “all-of-the-above” energy strategy that aims to utilize a diverse mix of energy sources to ensure energy security, economic growth, and environmental sustainability, emphasizing the importance of innovation in coal, natural gas, and renewable energy. In addition to his work in public policy, Senator Manchin is dedicated to supporting his home state of West Virginia through various philanthropic initiatives, including education and workforce development programs. He is actively involved in promoting civic engagement and fostering collaboration between the public and private sectors. | Independent Director Nominee Committees: Finance and Investment Nominating and Corporate Governance Technology |

  6. NOMINEES STANDING FOR ELECTION; TERM TO EXPIRE IN 2028

    | Senator Manchin graduated from West Virginia University with a Bachelor of Arts degree in business administration. We believe that Senator Manchin’s extensive experience in governance, his deep understanding of energy policy, and his commitment to economic development and public service qualifies him to serve on our Board of Directors. |

  7. NOMINEES STANDING FOR ELECTION; TERM TO EXPIRE IN 2028

    DIRECTORS NOT STANDING FOR ELECTION; TERM TO EXPIRE IN 2027

  8. NOMINEES STANDING FOR ELECTION; TERM TO EXPIRE IN 2028

    | PETER LEIDEL | | | Peter Leidel, age 68, has served as a member of our Board of Directors since November 2019. Mr. Leidel is a founder and partner of Yorktown Partners. The Yorktown partnerships were formerly affiliated with the investment firm of Dillon, Read & Co. Inc. where Mr. Leidel was a partner in the venture capital group and invested in a variety of private companies with a particular focus on energy investments until the merger of Dillon Read with SBC Warburg in September 1997. Mr. Leidel’s focus is on energy companies in a variety of different industries. He was previously in corporate treasury positions at Mobil Corporation and worked for KPMG Peat Marwick and the U.S. Patent and Trademark Office. Mr. Leidel is a director of the University of Wisconsin Foundation and the American Spectator Foundation, as well as several private energy companies. He served as an adjunct faculty member at the University of Pennsylvania’s School of Business, where he taught financial and managerial accounting. Mr. Leidel became a Certified Public Accountant in 1979. He received his B.B.A. with Honors from the University of Wisconsin and M.B.A. from the Wharton School at the University of Pennsylvania. We believe that Mr. Leidel’s extensive experience in private equity and extensive leadership experience qualifies him to serve on our Board of Directors. | Non-Independent Director Committees: None | | C. LYNCH CHRISTIAN, III | | | C. Lynch Christian, III, age 73, has served as a member of our Board of Directors since June 2019. Mr. Christian has been involved in coal mining and coal land leasing and management since 1980 as an officer and director of Imperial Colliery Company and Milburn Colliery Company. Among other energy related businesses, Mr. Christian has experience as an officer and director of companies providing mining and hydraulic equipment, material crushing and handling equipment, conveyor design and installation and crane and rigging services. Prior to commencing work in the coal industry, Mr. Christian practiced energy law with the firm of Jackson Kelly PLLC in Charleston, West Virginia. Mr. Christian is a graduate of the University of North Carolina and Washington & Lee University School of Law. We believe that Mr. Christian’s management experience and lengthy career in the Appalachian coal industry qualifies him to serve on our Board of Directors. | Independent Director Committees: Audit Environmental, Health and Safety Technology | | AURELIA SKIPWITH GIACOMETTO | | | Aurelia Skipwith Giacometto, age 44, has served as a member of our Board of Directors since January 2022. Ms. Giacometto has a wide background as an experienced government administrator at the federal level, an attorney, a scientist, and a businesswoman. She served as Director of the United States Fish and Wildlife Service until early 2022. She served as the General Counsel of AVC Global, an international logistics company that operates using blockchain technology until 2023, she co-founded the company in 2016. She currently serves as the Head of | Independent Director Committees: Environmental, Health and Safety |

  9. NOMINEES STANDING FOR ELECTION; TERM TO EXPIRE IN 2028

    | the Louisiana Department of Environmental Quality, a position to which she was appointed in 2023. She began her career at Monsanto in research. She later served in both legal and research positions at the United States Department of Agriculture and as an intellectual property consultant to the United States Agency for International Development. She has also worked in legal and regulatory divisions of Alltech, a global leader in the animal feed industry. Ms. Giacometto received her Bachelor of Science in biology from Howard University, a Master’s of Science in molecular genetics from Purdue University and a Juris Doctor degree from the University of Kentucky College of Law. We believe that Ms. Giacometto’s government experience and leadership roles bring valuable strategic and analytical skills and qualify her to serve on our Board of Directors. | Nominating and Corporate Governance Technology |

  10. DIRECTORS NOT STANDING FOR ELECTION; TERM TO EXPIRE IN 2026

    DIRECTORS NOT STANDING FOR ELECTION; TERM TO EXPIRE IN 2026

  11. DIRECTORS NOT STANDING FOR ELECTION; TERM TO EXPIRE IN 2026

    | BRYAN H. LAWRENCE | | | Bryan H. Lawrence, age 82, has served as a member of our Board of Directors since December 2016. Mr. Lawrence is a founder and senior manager of Yorktown Partners LLC (“Yorktown Partners”), which manages the Yorktown group private equity partnerships with approximately $5.0 billion of capital under management that invest in the energy industry. The Yorktown partnerships were formerly affiliated with the investment firm of Dillon, Read & Co. Inc. where Mr. Lawrence had been employed since 1966, serving as a Managing Director until the merger of Dillon Read with SBC Warburg in September 1997. Mr. Lawrence also serves as a director of publicly traded Hallador Energy Company, Riley Exploration Permian, Inc. and Star Group, L.P. and certain nonpublic companies in the energy industry in which Yorktown partnerships hold equity interests. Mr. Lawrence is a graduate of Hamilton College and also has an M.B.A. from Columbia University. We believe that Mr. Lawrence’s wealth of industry-specific transactional skills and experience qualify him to serve on our Board of Directors. | Non-Independent Director Committees: None | | DAVID E.K. FRISCHKORN, JR. | | | David E.K. Frischkorn, Jr., age 74, has served as a member of our Board of Directors since January 2021. Mr. Frischkorn is an investment banker with more than 40 years of energy industry experience. Previously, Mr. Frischkorn was Managing Director, Corporate Finance at Seaport Global Holdings LLC, an investment bank, from November 2011 to December 2017. Mr. Frischkorn also served as Vice Chairman-Corporate Finance of Dahlman Rose & Company LLC, a New York-based investment bank, from September 2004 to September 2011, and as Managing Director of the Energy Group of Jefferies & Co., an investment bank, from August 1996 to February 2003. Mr. Frischkorn holds an M.B.A. in Finance and Accounting from Columbia Business School and a B.A. in Economics and German from Tufts University. We believe that Mr. Frischkorn’s extensive experience in the energy industry brings valuable strategic and analytical skills and qualify him to serve on our Board of Directors. | Independent Director Committees: Audit Compensation Finance and Investment | | PATRICK C. GRANEY, III | | | Patrick C. Graney, III, age 71, has served as a member of our Board of Directors since December 2016. Mr. Graney is currently a private investor. Previously, Mr. Graney founded and served as Chairman of the One Stop Convenience Store chain and was the President and CEO of Petroleum Products, Inc., a motor fuel and lubricant distribution company in West Virginia. Mr. Graney was elected to the Board of Truist Financial Corp., a public bank, in October 2018, but recently retired in August 2024. He also serves on the boards of the West Virginia Chamber of Commerce and several privately held companies in which he is an investor with operations in the West Virginia area. He was previously a Class B Director representing West Virginia to the Richmond Federal Reserve. Mr. Graney received a B.A. degree from the University of Virginia, and an M.B.A. from the Colgate Darden School at the University of Virginia. We believe that Mr. Graney’s extensive leadership and financial experience brings valuable strategic and managerial skills and qualify him to serve on our Board of Directors. | Independent Director Committees: Compensation Finance and Investment Nominating and Corporate Governance |

  12. DIRECTORS NOT STANDING FOR ELECTION; TERM TO EXPIRE IN 2026

    The Board of Directors recommends a vote FOR the election of each of the four identified nominees standing for election as directors.

  13. CORPORATE GOVERNANCE

    CORPORATE GOVERNANCE Criteria for Director Nominations The Nominating and Corporate Governance Committee is responsible for searching for qualified director candidates for election to the Board and filling vacancies on the Board. To facilitate the search process, the Nominating and Corporate Governance Committee may also consult with outside advisors or retain search firms to assist in the search for qualified candidates, or consider director candidates recommended by our shareholders. In assessing the qualifications of candidates for nomination as director, in addition to qualifications set forth in our Bylaws and Nominating and Corporate Governance Committee Charter, the Nominating and Corporate Governance Committee also considers whether a candidate possesses the integrity, judgment, knowledge, experience, skills and expertise that are likely to enhance the Board of Directors’ ability to manage and direct our affairs and business, including, when applicable, to enhance the ability of the committees of the Board of Directors to fulfill their duties. The Nominating and Corporate Governance Committee reviews the overall composition of the Board, including the skills represented by incumbent directors, and the need for Board refreshment or expansion. The Nominating and Corporate Governance Committee has identified the following considerations and areas of expertise that are particularly relevant to service on the Board:

  14. CORPORATE GOVERNANCE

    | ● | Governance/Board — Prior or current experience as a board member of a major organization (private, public or non-profit). |

  15. CORPORATE GOVERNANCE

    | ● | Finance and Accounting — Senior executive-level experience or membership on a board audit committee with an extensive understanding of finance and accounting matters such as capital markets, corporate finance, M&A, financial accounting and reporting, auditing, Sarbanes-Oxley compliance and internal controls. |

  16. CORPORATE GOVERNANCE

    | ● | Industry — Extensive knowledge and experience in the coal and steel industries. |

  17. CORPORATE GOVERNANCE

    | ● | Diversity — The Board is committed to a policy of inclusiveness and diversity. The Nominating and Corporate Governance Committee and the Board also consider the diversity of the Board and believes that a diverse membership enhances the Board’s deliberations and promotes inclusiveness. |

  18. CORPORATE GOVERNANCE

    Although the Board is willing to consider candidates recommended by our shareholders, it has not adopted a formal policy with regard to the consideration of any director candidates recommended by our shareholders. The Board believes that a formal policy is not necessary or appropriate because the current Board already has a diversity of business background and industry experience. Our Board will consider director candidates recommended by shareholders who are highly qualified in terms of business experience and both willing and expressly interested in serving on the Board. Shareholders recommending candidates for consideration should send their recommendations to us at our principal executive offices (Ramaco Resources, Inc., 250 West Main Street, Suite 1900, Lexington, Kentucky 40507) in accordance with the procedures described in our Bylaws. Unless the Board determines otherwise, the 2026 Annual Meeting of Shareholders will be held on or about June 26, 2026. The Board will therefore consider recommendations for the 2026 Annual Meeting of Shareholders if they are received on or after the close of business on February 26, 2026, but no later than the close of business on March 28, 2026. In addition to satisfying the foregoing requirements and those set forth under our Bylaws, shareholders who intend to solicit proxies in support of director nominees other than our nominees must provide notice that sets forth the information required by Rule 14a-19 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), no later than April 27, 2026 (i.e., the date that is 60 calendar days prior to the anniversary date of this annual meeting of stockholders). The requirements under the universal proxy rules are in addition to the applicable procedural requirements under our Bylaws described above. Director Independence Our Board is composed of a majority of independent directors in accordance with the Nasdaq Global Select Market listing requirements and rule (the “Nasdaq Rules”). All members of our Board, except Messrs. Atkins, Leidel, Lawrence, and Jenkins have been determined by the Board to be independent. In making this determination, the Board has affirmed that each of the independent directors meets the objective requirements for independence set forth in the Nasdaq Rules. The Board affirmatively determined that Messrs. Christian, Frischkorn, Graney, Whiting and Manchin and Ms. Giacometto are independent under the Nasdaq Rules. The Nasdaq Rules also require that audit committee members satisfy independence criteria set forth in Rule 10A-3 under the Exchange Act. The Board has affirmatively determined that Messrs. Christian, Frischkorn and Whiting are independent under the Nasdaq Rules for audit committee membership, including those requirements set forth in Rule 10A-3 under the Exchange Act. Additionally, the Board has affirmatively determined that Messrs. Whiting, Graney and Frischkorn are independent under the additional standards for compensation committee membership under the Nasdaq Rules. The independence standards included in the Nasdaq Rules specify the criteria by which the independence of our directors is determined, including strict guidelines for directors and their immediate family members with respect to past employment or affiliation with the Company, its management or its independent registered public accounting firm. Code of Conduct and Financial Code of Ethics Our Code of Conduct and Financial Code of Ethics provide general statements of our expectations regarding ethical standards that we expect our directors, officers and employees to adhere to while acting on our behalf. The Code of Conduct and Financial Code of Ethics are available on our Internet website, www.ramacoresources.com. We intend to post on our website any amendments to, or waivers of, any provision of the Code of Conduct or Financial Code of Ethics to the extent applicable to our Chief Executive Officer, Chief Financial Officer, or Chief Accounting Officer (or other principal accounting officer) or that relates to any element of the SEC’s definition of a “code of ethics.” Conflicts of Interest and Related-Party Transactions The Audit Committee will address and resolve any issues with respect to related-party transactions and conflicts of interest involving our senior officers, directors or other “related persons” under Item 404(a) of the SEC’s Regulation S-K and in accordance with our Related Persons Transactions Policy. Our Code of Conduct provides that all directors, officers and other employees should avoid actual conflicts of interest as well as potential conflicts of interest, and our Financial Code of Ethics, applicable to our Chief Executive Officer, Chief Financial Officer, Chief Accounting Officer (or other principal accounting officer) and other senior financial officers, similarly obligates those employees to handle actual or apparent conflicts of interest between personal and professional relationships in an ethical manner. Any questionable situation is required to be disclosed to an employee’s direct supervisor or the Chief Compliance Officer, which is currently our General Counsel. Pursuant to our Code of Conduct and our Related Persons Transactions Policy, the Board has delegated to the Audit Committee the responsibility for reviewing and resolving any issues with respect to related-party transactions and conflicts of interests involving senior officers or directors of the Company or other related persons under the applicable rules of the SEC. Our Code of Conduct requires that (i) each director and officer shall promptly disclose to the Chief Compliance Officer any potential conflicts of interest he or she (or a member of such person’s immediate family) may have with respect to any matter involving the Company and, if appropriate, recuse himself or herself from any discussions or decisions on any of these matters, and (ii) the Chief Compliance Officer shall promptly advise the Audit Committee and the Chief Executive Officer of any potential conflicts of interest he or she may have with respect to any matter involving the Company and, if appropriate, recuse himself or herself from any discussions or decisions on any of these matters. In accordance with our Related Persons Transactions Policy, in determining whether to approve or ratify a related-party transaction, the Audit Committee will take into account, among other factors it deems appropriate: (1) whether the transaction is on terms no less favorable than terms generally available to an unaffiliated third-party under the same or similar circumstances, (2) the benefits to the Company and the related person, (3) the extent of the related person’s interest in the transaction, (4) the nature of the interest of the related person and (5) whether the transaction may involve a conflict of interest. Insider Trading Policy and Policy with Respect to Hedging Transactions We have adopted an amended and restated Insider Trading Policy to provide guidance to directors, officers, employees, consultants of the Company, and the Company itself with respect to transactions in the Company’s securities and derivative securities relating to the Company’s Common Stock, whether or not issued by the Company for the purpose of promoting compliance with applicable securities laws. The Insider Trading Policy applies to the Company, as well as its directors, officers, employees, and consultants who receive or are aware of material, non-public information regarding (1) the Company and (2) any other company with publicly-traded securities, including the Company’s customers, joint-venture or strategic partners, vendors, and suppliers, obtained in the course of employment by or in association with the Company.

  19. CORPORATE GOVERNANCE

    The Insider Trading Policy also addresses the purchase of financial instruments (including prepaid variable forward contracts, equity swaps, collars, and exchange funds), or otherwise engaging in transactions, that hedge or offset, or are designed to hedge or offset, any decrease in the market value of our equity securities. Hedging or monetization transactions, whether direct or indirect, involving the Company’s securities are completely prohibited. Board Leadership The Board does not have a policy regarding the separation of the roles of Chief Executive Officer and Chairman of the Board, as our Board believes it is in our best interests to make that determination based on our position and direction and membership of the Board. Randall W. Atkins, our Chief Executive Officer, serves as the Chairman of the Board. Although the Board believes that the combination of the Chairman and Chief Executive Officer roles is appropriate in current circumstances, the Chairman and Chief Executive Officer roles were separate from 2017 through 2020. Our Board structure includes strong oversight by independent directors. Mr. Atkins and Mr. Evan H. Jenkins are the only members from our management who serve on the Board and a majority of our other directors are independent. Where required by Nasdaq Rules, the Board’s committees are chaired by an independent director and, likewise, in cases where required by Nasdaq Rules, all committee members are independent. The Board’s Role in Risk Oversight The Board of Directors is actively involved in the oversight of risks that could impact Ramaco Resources, and risk oversight is the responsibility of the full Board. The Board has ultimate oversight responsibility for the Company’s system of enterprise risk management. Throughout the year, the full Board (or the appropriate committee in the case of risks in areas for which responsibility has been delegated to a particular committee) participates in reviews with management of the Company’s risk management process, the major risks facing the Company and steps taken to mitigate those risks. The Board reviews include litigation and other legal matters, regulatory developments, budget and policy, and industry and economic developments. In addition, existing committees help the Board carry out its responsibility for risk oversight by focusing on specific key areas of risk:

  20. CORPORATE GOVERNANCE

    | ● | the Audit Committee oversees the management of financial risks and oversees the Ramaco IT Steering Committee which is responsible for overseeing cybersecurity risks; |

  21. CORPORATE GOVERNANCE

    | ● | the Compensation Committee oversees the management of risks relating to our employee compensation plans and arrangements; |

  22. CORPORATE GOVERNANCE

    | ● | the Nominating and Corporate Governance Committee oversees the management of risks relating to policies and practices in areas of corporate governance; |

  23. CORPORATE GOVERNANCE

    | ● | the Environmental, Health and Safety Committee oversees the management of risks relating to our environmental, health and safety policies, programs and initiatives; |

  24. CORPORATE GOVERNANCE

    | ● | the Finance and Investment Committee oversees the management of risks relating to our capital assets and financing strategy; and |

  25. CORPORATE GOVERNANCE

    | ● | the Technology Committee oversees the management of risks relating to our technology development, transactions, programs and strategy. |

  26. CORPORATE GOVERNANCE

    Director Attendance Last year, the Board met 4 times, and the standing committees met a total of 24 times. Each director attended more than 75% of the meetings (in person or by telephone) of the Board of Directors and each of the committees on which he or she served in 2024. Board members are invited and generally expected to attend our annual meeting of shareholders, and all of our directors attended the 2024 Annual Meeting of shareholders. Board Organization and Committees The Board oversees the management of the Company’s business and affairs. The Board appoints committees to help carry out its duties. The Board previously established four committees to assist the Board in performing its functions: the Audit Committee, the Compensation Committee, the Environmental, Health and Safety Committee and the Nominating and Corporate Governance Committee. In addition, in September 2021, the Board established a new committee, the Finance and Investment Committee, and in April 2022, the Board established the Technology Committee. Messrs. Randall W. Atkins, Bryan H. Lawrence, Peter Leidel, and Evan H. Jenkins do not currently serve on any standing committees. The following table sets forth the standing committees of the Board and their members as of the date of this Proxy Statement, as well as the number of meetings each committee held during 2024:

  27. CORPORATE GOVERNANCE

    | Director‡ | Audit Committee | Compensation Committee | Environmental, Health and Safety Committee | Nominating and Corporate Governance Committee | Finance and Investment Committee | Technology Committee† | | C. Lynch Christian, III | X | | X* | | | X | | David E. K. Frischkorn, Jr. | X | X | | | X* | | | Aurelia Skipwith Giacometto | | | X | X* | | X | | Patrick C. Graney, III | | X* | | X | X | | | Richard M. Whiting | X* | X | X | | | | | Joseph Manchin, III | | | | X | X | X* | | Number of Meetings Held in 2024 | 8 | 3 | 4 | 2 | 3 | 4 |

  28. CORPORATE GOVERNANCE

    ‡Mr. Jones was a member of the Environmental, Health and Safety Committee, the Finance and Investment Committee, and the Technology Committee at the time his resignation from the Board became effective on March 14, 2025. Mr. Manchin did not join the Board until April 2025 and therefore did not appear at any Board meetings in 2024. *Denotes Chairperson. † Formed in 2022.

  29. CORPORATE GOVERNANCE

    | AUDIT COMMITTEE | The primary responsibilities of the Audit Committee are to assist the Board in fulfilling its oversight responsibility for: ● the integrity of the financial reports and other financial information provided by us to the public or any governmental body; ● our compliance with legal and regulatory requirements; ● our systems of internal controls over financial reporting; ● the qualifications and independence of our independent auditors; ● our auditing, accounting and financial reporting processes generally; ● our cybersecurity and internal IT Steering Committee; and ● the performance of such other functions as the Board may assign from time to time. The Audit Committee has sole responsibility to appoint and, where appropriate, replace our independent auditors and to approve all audit engagement fees and terms. The Audit Committee’s report is on page 49. The Board of Directors has determined that Mr. Whiting is an audit committee financial expert within the meaning of the regulations of the SEC, and that each member of the Audit Committee is independent for purposes of serving on such committee under the Nasdaq listing standards and applicable federal law. | | COMPENSATION COMMITTEE | The primary responsibilities of the Compensation Committee are to assist the Board in fulfilling its oversight responsibility for: ● our executive and director compensation; and ● the administration of our stock incentive plans and our Dodd-Frank Restatement Recoupment Policy. Each of the members of our Compensation Committee is an independent director under the Nasdaq listing standard, qualifies as an “outside director” in accordance with Section 162(m) of the Internal Revenue Code of 1986, as amended (the “Code”), and is a “non-employee director” in accordance with Rule 16b-3 under the Exchange Act. The Compensation Committee’s report is on page 33. |

  30. CORPORATE GOVERNANCE

    | NOMINATING AND CORPORATE GOVERNANCE COMMITTEE | In February 2021, the Board created the Nominating and Corporate Governance Committee. The primary responsibility of the Nominating and Corporate Governance Committee is to assist the Board in fulfilling its oversight responsibility for: ● identifying individuals qualified to become directors consistent with criteria approved by the Board and recommending to the Board the qualified candidates for directorships to be filled; ● the organization of the Board to discharge the Board’s duties and responsibilities properly and efficiently; and ● developing and recommending to the Board a set of corporate governance guidelines and principles. Each of the members of our Nominating and Corporate Governance Committee is an independent director under the Nasdaq listing standards. | | ENVIRONMENTAL, HEALTH AND SAFETY COMMITTEE | The primary responsibilities of the Environmental, Health and Safety Committee are to assist the Board in fulfilling its oversight responsibility for our environmental, health and safety policies, programs and initiatives. | | FINANCE AND INVESTMENT COMMITTEE | The primary responsibilities of the Finance and Investment Committee are to assist the Board in fulfilling and discharging its responsibilities relating to the oversight of our capital assets and financing strategy. | | TECHNOLOGY COMMITTEE | In April 2022, the Board created the Technology Committee. The primary responsibility of the Technology Committee is to assist the Board in fulfilling its oversight responsibility for proposed transactions and intellectual property rights in each case as it relates to coal technologies (and processes covering coal technologies), development of technologies derived from coal and alternative uses for coal. |

  31. CORPORATE GOVERNANCE

    Executive Sessions of the Board The size of the Board and the relationship between management and non-employee directors put each director in a position to influence agendas, flow of information, and other matters. The Board will hold separate, scheduled meetings for independent directors without management present. These meetings generally will be held in conjunction with regularly scheduled meetings and at other times as requested by an independent director. Determining Executive and Director Compensation The Compensation Committee of the Board is responsible for determining executive and director compensation. For executive officers other than the Chief Executive Officer, the Compensation Committee receives and reviews reports and recommendations from the Chief Executive Officer regarding the performance and recommended compensation of the other executive officers of the Company, and the Compensation Committee recommends to the Board the annual compensation, including salary, bonus, incentive and equity compensation, for such officers. The Chief Executive Officer may be present during Compensation Committee discussions evaluating and setting the compensation levels of the Company’s executive officers other than for the Chief Executive Officer but may not vote on such deliberations. In 2024, the Compensation Committee engaged Meridian Compensation Partners, LLC (“Meridian”), an independent compensation consultant within the meaning of the rules of the SEC and Nasdaq. Meridian was engaged by the Compensation Committee pursuant to the authority delegated under its charter and serves at the direction of the Compensation Committee. At the request of the Compensation Committee, Meridian provided an assessment of the competitiveness of our executive compensation program and independent director compensation as compared with our competitors, and our Compensation Committee used this assessment as one of several factors in approving target levels of compensation for each executive officer and independent director. Compensation Committee Interlocks and Insider Participation During the year ended December 31, 2024, no person who served as a member of our Compensation Committee was, during such period, an officer or employee of the Company, or has ever been one of our officers, and no such person had any transaction with us required to be disclosed in “Related Party Transactions” below. In addition, during the year ended December 31, 2024, (1) none of our executive officers served as a member of the compensation committee of another entity, one of whose executive officers served on our Compensation Committee; (2) none of our executive officers served as a director of another entity, one of whose executive officers served on our Compensation Committee; and (3) none of our executive officers served as a member of the compensation committee of another entity, one of whose executive officers served as one of our directors. Shareholder Communications with Directors Interested parties who wish to make concerns known to the non-management directors may communicate directly with the non-management directors by making a submission in writing to “Board of Directors (independent members)” in care of our Corporate Secretary at the address indicated on the first page of this Proxy Statement. Aside from this procedure for communications with the non-management directors, the entire Board of Directors will receive communications in writing from shareholders. Any such communications should be addressed to the Board of Directors in care of the Corporate Secretary at the same address. Website Availability of Documents Ramaco Resources’ Annual Report on Form 10-K, the charters of the Audit Committee, Compensation Committee, Nominating and Corporate Governance Committee, Environmental, Health and Safety Committee, Finance and Investment Committee, Technology Committee, the Code of Conduct and Financial Code of Ethics can be found on our website at www.ramacoresources.com. Unless specifically stated herein, documents and information on our website are not incorporated by reference in this Proxy Statement.

  32. Ramaco Foundation

    | ● | director compensation that is required to be reported in the Company’s proxy statement under Item 402 of Regulation SK; |

  33. DIRECTOR COMPENSATION

    DIRECTOR COMPENSATION Our Compensation Committee oversees fee levels and other elements of compensation for our non-employee directors. During fiscal year 2024, Messrs. Whiting, Graney, Christian, Frischkorn and Jones(1) and Ms. Giacometto each received $125,000 for director fees and $25,000 for committee chair fees in the form of cash, which were paid in monthly and quarterly installments, respectively. Each of these individuals also received a restricted stock award on February 29, 2024, under the LTIP of 5,297 shares of Class A common stock, which fully vested in January 2025. All members of the Board are reimbursed for reasonable costs and expenses incurred in attending meetings of the Board. Director Compensation Table The table below and the narrative in the footnotes provide compensation amounts for our non-employee directors for fiscal year 2024 as well as additional material information in connection with such amounts. Mr. Atkins, who is a named executive officer, does not receive additional compensation for his services as a director.

  34. DIRECTOR COMPENSATION

    | Name | Fees Earned or Paid in Cash ($) | Stock Awards(1) ($) | Total ($) | | Richard M. Whiting | $150,000 | $93,121 | $243,121 | | Patrick C. Graney, III | $150,000 | $93,121 | $243,121 | | C. Lynch Christian, III | $150,000 | $93,121 | $243,121 | | David E. K. Frischkorn, Jr. | $150,000 | $93,121 | $243,121 | | E. Forrest Jones, Jr. | $150,000 | $93,121 | $243,121 | | Aurelia Skipwith Giacometto | $150,000 | $93,121 | $243,121 | | Bryan H. Lawrence(2) | - | - | - | | Peter Leidel(2) | - | - | - |

  35. DIRECTOR COMPENSATION

    | (1) Amounts in this column reflect the aggregate grant date fair value, computed in accordance with FASB ASC Topic 718, of restricted stock awards granted under our LTIP to certain of our non-employee directors then in office as of February 29, 2024. |

  36. DIRECTOR COMPENSATION

    | (2) Mr. Lawrence and Mr. Leidel did not receive any compensation for serving as directors of the Company during fiscal year 2024. |

  37. DIRECTOR COMPENSATION

    (1) As stated previously, Mr. Jones resigned from the Board on March 14, 2025.

  38. Compensation Philosophy and Objectives

    Compensation Philosophy and Objectives Compensation amounts historically have been determined by the Compensation Committee based on a variety of informal factors including our financial condition and available resources, our need to attract and retain executive talent and the compensation levels of our other executive officers, each as of the time of the applicable compensation decision. In making such determinations, the Compensation Committee has considered the competitive market for corresponding positions within members of our peer group, based on its general knowledge regarding the compensation provided to executive officers of such other companies in our industry through informal discussions with recruiting firms, research, personal knowledge of the competitive market as well as market data provided by our independent compensation consultant Meridian Compensation Partners, LLC (“Meridian”). As a result, our Compensation Committee does not formally benchmark executive compensation against our peer group or use a formula to set the compensation for our executives in relation to survey data. Our Compensation Committee, in consultation with Meridian, made compensation decisions for our executive officers based on the various factors and data described above and, for all Named Executive Officers other than our Chief Executive Officer, the recommendations of our Chief Executive Officer, as further described below. Our Compensation Committee believes our compensation program to be well designed to achieve the following objectives:

  39. Compensation Committee Procedures and Role of Compensation Consultant

    Compensation Committee Procedures and Role of Compensation Consultant For executive officers other than the Chief Executive Officer, the Compensation Committee receives and reviews reports and recommendations from the Chief Executive Officer regarding the performance and recommended compensation of the other executive officers of the Company, and the Compensation Committee recommends to the Board the annual compensation, including salary, incentive and equity compensation, for such officers. The Chief Executive Officer may be present during Compensation Committee discussions evaluating and setting the compensation levels of the Company’s executive officers other than for the Chief Executive Officer but may not vote on such deliberations. The Compensation Committee also annually analyzes our Chief Executive Officer’s performance and recommends to the Board his base salary, cash performance awards and grants of long-term equity incentive awards based on its assessment of his performance with input from any consultants engaged by the Compensation Committee. The Compensation Committee has met both formally and informally prior to acting to establish executive compensation. The Compensation Committee considers various items in its deliberations related to executive compensation including, without limitation, comparative compensation programs utilized by others in the industry, the importance of our executives to the ongoing success and operation of the Company and certain performance parameters related to our executives and the overall business. In order to ensure that we continue to remunerate our executives appropriately, the Compensation Committee has retained Meridian. Meridian assists the Compensation Committee by providing comparative market data on compensation practices and programs based on an analysis of peer competitors and by providing guidance on industry best practices. Meridian performs no other work for us. The Compensation Committee regularly reviews the consultant’s independence relative to key factors identified in the applicable listing standards of Nasdaq. Based on its assessment, the Compensation Committee concluded that Meridian is independent and that no conflicts of interest exist. The Compensation Committee has worked with Meridian to develop our compensation peer group, which is used in the decision-making process to determine the compensation paid to our Named Executive Officers. Our compensation peer group is primarily comprised of companies within the coal extraction industry. The coal extraction industry has unique dynamics and requires a unique set of skills and experience. Since there are a limited number of publicly-traded coal extraction companies, and to ensure a sufficient number of companies were included in our compensation peer group, the group also includes companies in other extraction industries (primarily oil and gas). Our compensation peer group was updated during 2024 and is comprised of the following companies:

  40. Compensation Committee Procedures and Role of Compensation Consultant

    | Alliance Resource Partners, L.P. | Alpha Metallurgical Resources, Inc. | | Arch Resources, Inc. | Berry Corporation | | Compass Minerals International, Inc. | CONSOL Energy Inc. | | Coronado Global Resources Inc. | Hallador Energy Company | | Peabody Energy Corporation | Piedmont Lithium Inc. | | Ring Energy, Inc. | SunCoke Energy, Inc. | | Talos Energy Inc. | Tellurian, Inc.* | | Warrior Met Coal, Inc. | |

  41. Compensation Committee Procedures and Role of Compensation Consultant

    * All of the issued and outstanding stock of Tellurian was acquired for $1.00 per share by Woodside Energy on October 9, 2024 (the “Sale Date”). Tellurian was still treated as part of the peer group prior to the Sale Date and for certain purposes, after the Sale Date, as further described in this Proxy Statement.

  42. Elements of Compensation

    | ● | annual cash incentive awards linked to overall company and individual performance; |

  43. Elements of Compensation

    | ● | periodic grants of long-term equity-based compensation, such as restricted stock, restricted stock units and performance stock units; |

  44. Elements of Compensation

    | ● | a severance plan for certain executives, which contains termination and change of control benefits. |

  45. Pay Mix

    Pay Mix We utilize the particular elements of compensation described above because we believe that it provides a well-proportioned mix of secure compensation, retention value and at-risk compensation which produces short-term and long-term performance incentives and rewards. By following this approach, we provide the executive a measure of security in the minimum expected level of compensation, while motivating the executive to focus on business metrics that will produce a high level of short-term and long-term performance for the Company and long-term wealth creation for the executive, as well as reducing the risk of recruitment of top executive talent by competitors. The mix of metrics used for our annual cash bonus and long-term incentive program likewise provides an appropriate balance between short-term financial performance and long-term financial and stock performance. For key executives, the mix of compensation is weighted relatively evenly between short-term and long-term at-risk pay (annual target incentive cash bonus and long-term incentives). The direct compensation opportunity for the executives (base salary, annual target incentive cash bonus and annual target long-term incentive) results fundamentally in a pay-for-performance orientation, which is aligned with our stated compensation philosophy of providing compensation commensurate with performance as demonstrated in the charts below:

  46. Base Salary

    Base Salary The base salary established for each of our executive officers is intended to reflect each individual’s responsibilities, experience, prior performance and other discretionary factors deemed relevant by our Compensation Committee. Base salary is also designed to provide our executive officers with steady cash flow during the course of the fiscal year that is not contingent on short-term variations in our corporate performance. Our Compensation Committee determines market level compensation for base salaries based on our executives’ experience in the industry with reference to the base salaries of similarly situated executives in the peer group. The Compensation Committee was also informed by Meridian as to establishing base salaries for our executive officers. Base salaries for our Named Executive Officers during fiscal year 2024 were generally set at levels deemed by our Compensation Committee as necessary to attract and retain qualified individuals with superior talent commensurate with their relative expertise and prior experience. When establishing the base salaries for our Named Executive Officers for fiscal year 2024, our Compensation Committee specifically considered Meridian’s review and presentation related to the peer group, as well as each of our Named Executive Officer’s duties and responsibilities. The salary increases supported the Compensation Committee’s objective to continue to more closely align the Named Executive Officers’ cash compensation with the cash compensation paid to executives in comparable positions in the peer group, as well as significant growth in performance as it related to a meaningful year-on-year increase in both production and sales. The base salaries paid to our Named Executive Officers in fiscal year 2023 and fiscal year 2024 are set forth in the chart below.

  47. Annual Incentive Cash Bonus

    Annual Incentive Cash Bonus Our Compensation Committee has authority to award annual incentive bonuses to our Named Executive Officers. The annual cash bonuses are intended to offer incentive compensation by rewarding the achievement of corporate and individual performance objectives. For fiscal year 2024, the Compensation Committee established the target percentage amounts for the annual incentive cash bonuses for each of our Named Executive Officers, as set forth in the chart below.

  48. Annual Incentive Cash Bonus

    | Named Executive Officer | Fiscal Year 2024 Base Salary | Fiscal Year 2024 Annual Bonus Target Percentage | Fiscal Year 2024 Annual Bonus Target Amount | | Randall W. Atkins | $1,000,000 | 225% | $2,250,000 | | Jeremy R. Sussman | $630,000 | 159% | $1,000,000 | | Christopher L. Blanchard | $630,000 | 159% | $1,000,000 | | Jason T. Fannin | $640,000 | 156% | $1,000,000 | | John C. Marcum | $580,000 | 143% | $830,000 |

  49. Annual Incentive Cash Bonus

    Historically, the annual bonus was entirely discretionary, with the Compensation Committee determining an executive’s bonus amount after the end of the year taking into account the executive’s individual performance as well as Company performance. Beginning in fiscal year 2022, the Compensation Committee took a more structured approach (and more aligned with the peer group bonus practices) such that 60% of the total target bonus opportunity was based on Company performance metrics and 40% was based on individual performance (as determined by the Compensation Committee). The Company performance metrics consisted of: (i) adjusted EBITDA based against budgeted levels and adjusted for any unusual events at the Compensation Committee’s discretion, (ii) cash mine costs excluding sales related costs against budgeted levels and adjusted for any unusual events at the Compensation Committee’s discretion, (iii) safety compliance, and (iv) environmental compliance, each of which was established by the Compensation Committee to encourage our Named Executive Officers to stay focused on operational execution, balance sheet strength and environmental and safety stewardship. The following table sets forth the information regarding the Company performance metrics and actual performance for fiscal 2024.

  50. Annual Incentive Cash Bonus

    | | 2024 Performance Metrics | | | | 2024 Performance | | | | Performance Goal | Weighting | Threshold Payout (50%) | Target Payout (100%) | Maximum Payout (200%) | Performance | Payout as % of Target | Aggregate Target Bonus % Earned | | Adjusted EBITDA(1) | 25% | $131 | $164 | $197 | $106 | 0% | 0% | | Cost of Coal Sales per Ton Sold(2) | 15% | $103 | $96 | $90 | $93 | 124% | 19% | | Safety – TRIR(3) | 10% | 3.6 | 3.3 | 2.9 | 4.3 | 0% | 0% | | Environmental(4) | 10% | 31 | 24 | 20 | 4.0 | 200% | 20% | | Total | 60% | | | | | | 39% |

  51. Annual Incentive Cash Bonus

    | (1) Threshold, Target, and Maximum Adjusted EBTIDA goals were established by the Compensation Committee based on budgeted Adjusted EBITDA as of December of 2023. We believe adjusted EBITDA is useful because it allows us to more effectively evaluate our operating performance. We defined Adjusted EBITDA for this purpose as EBTIDA of $86.7M (net income ($11.2M), plus depreciation, depletion, and amortization ($65.6M), net interest expense ($6.1M), and income tax expense ($3.7M)), adjusted for stock-based compensation ($17.5M), and accretion of asset retirement obligations ($1.5M). |

  52. Annual Incentive Cash Bonus

    | (2) Threshold, Target and Maximum Cost of Coal Sales per Ton Sold goals were established by the Compensation Committee based on budgeted Cost of Coal Sales per Ton Sold as of December of 2023. We believe this metric provides investors with useful information to enable them to compare our cash cost per ton against a similar measurement made by other publicly traded coal companies and more effectively monitor changes in coal cost from period to period, excluding the impact of transportation costs which are beyond our control. Cost of Coal Sales per Ton Sold for fiscal year 2024 was $93 and was calculated as follows: net cash cost of sales of $335.4M (calculated as cost of sales (company produced) ($475.4M) excluding (i) transportation costs ($93.4M), (ii) sale-related costs ($40.1M), (iii) idle mine costs ($1.5M), and (iv) costs related to Wyoming initiatives ($4.8M)), divided by tons sold of 3.6M. |

  53. Annual Incentive Cash Bonus

    | (3) Total Recordable Incident Rate (“TRIR”) is a standard established by the Mine Safety and Health Administration and is widely used by coal companies to judge their safety performance. It is calculated as the sum of Non-Fatal Days Lost rate and No Day Lost rate. Threshold, Target, and Maximum TRIR goals were established by the Compensation Committee based on the average TRIR for 2019, 2020, 2021, 2022, and 2023. |

  54. Annual Incentive Cash Bonus

    | (4) Environmental Compliance is measured by the total number of water quality exceedances, excluding selenium (“Net Exceedances”). Threshold, Target, and Maximum Net Exceedances goals were established by the Compensation Committee based on the average Net Exceedance for 2019, 2020, 2021, 2022, and 2023. |

  55. Annual Incentive Cash Bonus

    Following the end of the year, the Compensation Committee reviewed the individual performance of the executives and determined the individual performance payout. Based on corporate and individual performance, the total annual bonus payout for fiscal year 2024 was as follows:

  56. Annual Incentive Cash Bonus

    | Named Executive Officer | Total Fiscal Year 2024 Annual Bonus Payout | Total Fiscal Year 2024 Annual Bonus Payout as % of Target | | Randall W. Atkins | $2,450,000 | 109% | | Jeremy R. Sussman | $1,000,000 | 100% | | Christopher L. Blanchard | $1,000,000 | 100% | | Jason T. Fannin | $1,000,000 | 100% | | John C. Marcum | $830,000 | 100% |

  57. Long-Term Equity-Based Compensation

    Long-Term Equity-Based Compensation We believe that equity-based compensation is an important component of our executive compensation program and that providing a significant portion of our executive officers’ total compensation package in equity-based compensation aligns the incentives of our executives with the interests of our shareholders and with our long-term corporate success. Additionally, we believe that equity-based compensation awards enable us to attract, motivate, retain and adequately compensate executive talent. Historically, the Compensation Committee has generally awarded time-based restricted stock awards to its executives. As part of its enhancements to the structure of the compensation program and to more closely align with peer group members, the Compensation Committee determined to award performance-based equity awards as well, and made awards in fiscal year 2024 to each of our Named Executive Officers in the form of time-based restricted stock units (“RSUs”) and PSUs granted under the Ramaco Resources, Inc. Long-Term Incentive Plan, as amended (the “LTIP”). We believe such equity awards provide executives with a significant long-term interest in our success by rewarding the creation of shareholder value over time. On February 29, 2024, the Compensation Committee granted RSUs and PSUs to each of our Named Executive Officers under the LTIP, as follows:

  58. Long-Term Equity-Based Compensation

    | | RSUs(1) | | PSUs | | | Named Executive Officer | # Shares | Grant Date Fair Value(2) | # Shares | Grant Date Fair Value(3) | | Randall W. Atkins | 92,691 | $1,629,508 | 92,691 | $2,662,086 | | Jeremy R. Sussman | 33,369 | $586,627 | 33,369 | $958,358 | | Christopher L. Blanchard | 29,198 | $513,301 | 29,198 | $838,567 | | Jason T. Fannin | 33,898 | $595,927 | 33,898 | $973,551 | | John C. Marcum | 27,648 | $486,052 | 27,648 | $794,051 |

  59. Long-Term Equity-Based Compensation

    | (1) The RSUs vest in one-third increments on January 31, 2025, January 31, 2026, and January 31, 2027, subject to continued employment through each such vesting date. |

  60. Long-Term Equity-Based Compensation

    | (2) The grant date fair value is based on $17.58 closing share price on the February 29, 2024 grant date. |

  61. Long-Term Equity-Based Compensation

    | (3) The grant date fair value of $28.72 per share on the February 29, 2024 grant date is valued relative to the stock price performance of the 2024 peer group companies, based on a Monte Carlo simulation. |

  62. Long-Term Equity-Based Compensation

    The PSUs will vest and be earned, if at all, based on the Company’s total shareholder return (“TSR”) measured against our compensation peer group, as listed previously (subject to adjustment in the composition of the peer group for certain changes to peer companies), over the three-year performance period from January 1, 2024 through December 31, 2026. The number of PSUs that vest at the end of such performance period will be determined based on the Company’s TSR relative to the TSR of the members of the peer group, with 0% of the PSUs vesting at below threshold achievement (less than the 25th percentile), 50% of the PSUs vesting at threshold achievement (25th percentile), 100% of the PSUs vesting at target achievement (50th percentile), and 200% of the PSUs vesting at maximum achievement (75th percentile or greater), with linear interpolation applied between the 25th and 75th percentiles.

  63. Other Executive Benefits and Perquisites

    | ● | short-term and long-term disability; and |

  64. Change in Control Severance Benefits

    Change in Control Severance Benefits We believe that a strong, experienced management team is essential to the best interests of the Company and our shareholders. We recognize that the possibility of a change in control could arise and that such a possibility could result in the departure or distraction of members of the management team to the detriment of the Company and our shareholders. On July 9, 2024 the Company adopted an amended and restated Ramaco Resources, Inc. Change in Control Severance Plan (the “CIC Plan”), which provides change in control severance benefits to our Named Executive Officers who enter into participation agreements under the CIC Plan, and who are not parties to any separate individual agreement providing for change in control severance benefits upon a qualifying termination due to change in control (other than as provided in an equity award agreement). These benefits are enumerated and quantified in the section captioned “Potential Payments Upon Termination or a Change in Control.” The Company has not entered into employment agreements with any of its Named Executive Officers. We do not provide for excise tax gross-ups to our executive officers and do not expect to do so in the future.

  65. Granting of Certain Equity Awards Close in Time to the Release of Material Nonpublic Information

    Granting of Certain Equity Awards Close in Time to the Release of Material Nonpublic Information We do not grant stock options, stock appreciation rights, or option-like instruments (collectively, “Option-Like Awards”) in anticipation of the release of material nonpublic information and we do not time the public release of such information based on the grant dates of Option-Like Awards. During the last completed fiscal year, we have not awarded Option-Like Awards to any named executive officer during the period beginning four business days before and ending one business day after the filing of a period report on Form 10-Q or Form 10-K or the filing or furnishing of a current report on Form 8-K, and we have not timed the disclosure of material nonpublic information for the purpose of affecting the value of executive compensation.

  66. Accounting for Stock-Based Compensation

    Accounting for Stock-Based Compensation We follow Financial Accounting Standards Board Accounting Standards Codification Topic 718, or ASC 718, for our equity-based compensation awards. ASC 718 requires companies to calculate the grant date “fair value” of their equity-based awards using a variety of assumptions. ASC 718 also requires companies to recognize the compensation cost of their equity-based awards in their income statements over the period that an associate is required to render service in exchange for the award. Future grants of stock options, restricted stock, restricted stock units and other equity-based awards under our equity incentive award plans will be accounted for under ASC 718. The Compensation Committee regularly considers the accounting implications of significant compensation decisions, especially in connection with decisions that relate to our equity incentive award plans and programs. As accounting standards change, we may revise certain programs to appropriately align accounting expenses of our equity awards with our overall executive compensation philosophy and objectives.

  67. Risk Assessment

    Risk Assessment The Company has determined that any risks arising from its compensation programs and policies are not reasonably likely to have a material adverse effect on the Company. The Company’s compensation programs and policies mitigate risk by combining performance-based, long-term compensation elements with payouts that are highly correlated to the value delivered to shareholders. The combination of performance measures and maximum payout levels for annual bonuses and the equity compensation programs, as well as the multiyear vesting schedules for equity awards encourage employees to maintain both a short and a long-term view with respect to Company performance. Compensation Committee Report The Compensation Committee of the Board has reviewed and discussed with management the compensation discussion and analysis required by Item 402(b) of Regulation S-K. Based on the review and discussions, the Compensation Committee recommended to the Board that the compensation discussion and analysis be included in this Proxy Statement. Members of the Compensation Committee during fiscal year 2024 were:

  68. Risk Assessment

    | Name and Principal Position | Year | Salary ($) | Bonus(1) ($) | Stock Awards(2) ($) | Non-Equity Incentive Plan Compensation(3) ($) | All Other Compensation(4) ($) | Total ($) | | Randall W. Atkins(5) | 2024 | 1,000,000 | 980,000 | 4,291,593 | 1,470,000 | 13,800 | 7,755,393 | | Chief Executive Officer, Director and Chairman of the Board | 2023 | 900,000 | 800,000 | 4,595,600 | 1,200,000 | 13,200 | 7,508,800 | | | 2022 | 850,000 | 600,000 | 3,505,571 | 900,000 | 12,200 | 5,867,771 | | Jeremy R. Sussman | 2024 | 630,000 | 400,000 | 1,544,985 | 600,000 | 13,800 | 3,188,785 | | Chief Financial Officer | 2023 | 610,000 | 380,640 | 2,090,747 | 570,960 | 13,200 | 3,665,547 | | | 2022 | 580,000 | 313,200 | 1,640,625 | 469,800 | 12,200 | 3,015,825 | | Christopher L. Blanchard | 2024 | 630,000 | 400,000 | 1,351,867 | 600,000 | 13,800 | 2,995,667 | | EVP for Mine Planning and Development | 2023 | 610,000 | 347,700 | 2,090,747 | 521,550 | 13,200 | 3,583,197 | | | 2022 | 580,000 | 278,400 | 1,640,625 | 417,600 | 12,200 | 2,928,825 | | Jason T. Fannin | 2024 | 640,000 | 400,000 | 1,569,477 | 600,000 | 13,800 | 3,223,277 | | Chief Commercial Officer | 2023 | 610,000 | 380,640 | 2,030,856 | 570,960 | 13,200 | 3,605,656 | | | 2022 | 550,000 | 313,500 | 1,402,221 | 470,250 | 12,200 | 2,748,171 | | John C. Marcum | 2024 | 580,000 | 332,000 | 1,280,102 | 498,000 | 13,800 | 2,703,902 | | EVP for Production | 2023 | 550,000 | 297,000 | 1,636,732 | 445,500 | 13,200 | 2,942,432 | | | 2022 | 450,000 | 319,050 | 490,779 | 243,450 | 12,200 | 1,515,479 |

  69. Risk Assessment

    | (1) The treatment of these awards upon certain termination and change in control events is described in the “Potential Payments Upon Termination or a Change in Control” section below. |

  70. Risk Assessment

    | Benefits and Payments Upon Termination(1) | Qualifying Termination ($) | Change in Control (Without a Qualifying Termination) ($) | | Randall W. Atkins | | | | Aggregate Cash Payment(2) | 10,402,600 | | | Accelerated Vesting of Equity Awards(3) | 9,355,726 | 7,250,812 | | COBRA Payments(4) | 47,276 | - | | Jeremy R. Sussman | | | | Aggregate Cash Payment(2) | 5,102,600 | - | | Accelerated Vesting of Equity Awards:(3) | 4,007,155 | 3,140,210 | | COBRA Payments(4) | 47,276 | - | | Christopher L. Blanchard | | | | Aggregate Cash Payment(2) | 5,102,600 | - | | Accelerated Vesting of Equity Awards:(3) | 3,880,523 | 3,055,789 | | COBRA Payments(4) | 47,276 | - | | Jason T. Fannin | | | | Aggregate Cash Payment(2) | 5,127,600 | - | | Accelerated Vesting of Equity Awards:(3) | 3,862,268 | 2,998,346 | | COBRA Payments(4) | 26,760 | - | | John C. Marcum | | | | Aggregate Cash Payment(2) | 4,382,600 | - | | Accelerated Vesting of Equity Awards:(3) | 2,871,651 | 2,149,382 | | COBRA Payments(4) | 30,873 | - |

  71. PAY VERSUS PERFORMANCE

    PAY VERSUS PERFORMANCE SCT Compared to CAP The following table compares the total compensation from the Summary Compensation Table (“SCT”) to compensation actually paid (“CAP”) for the CEO and the average CAP paid to the other non-CEO Named Executive Officers (“NEOs”) for the fiscal years ended December 31, 2020, December 31, 2021, December 31, 2022, December 31, 2023, and December 31, 2024. This table also includes, for comparative purposes, the Company’s total shareholder return (“TSR”), peer group TSR, and the Company’s net income and Adjusted EBITDA.

  72. PAY VERSUS PERFORMANCE

    | | | | | | Value of Initial Fixed $100 Investment Based On: | | | | | Year | SCT Total for PEO(1) | CAP for PEO(2) | Average SCT Total for Non- PEO NEOs | Average CAP for Non-PEO NEOs(3) | Total Shareholder Return | Peer Group Total Shareholder Return(4) | Net Income (Loss) (in millions) | Adjusted EBITDA (in millions)(5) | | 2024 | $7,755,393 | $(3,122,016) | $3,027,908 | $(838,099) | $387.59 | $188.14 | $11.2 | $105.8 | | 2023 | $7,508,800 | $20,071,325 | $3,449,208 | $7,873,885 | $601.92 | $225.85 | $82.3 | $186.1 | | 2022 | $5,867,771 | $(894,648) | $2,552,075 | $469,773 | $255.08 | $184.67 | $116.0 | $214.1 | | 2021 | $4,355,848 | $16,280,449 | $2,292,126 | $7,158,856 | $379.89 | $105.37 | $39.8 | $79.0 | | 2020 | $2,521,400 | $1,987,124 | $1,916,400 | $1,556,635 | $80.45 | $64.07 | $(4.9) | $18.5 |

  73. PAY VERSUS PERFORMANCE

    | (1) Mr. Atkins was our PEO for fiscal years 2024, 2023, 2022, 2021, and 2020. For fiscal years 2024, 2023 and 2022, the non-PEO NEOs of the Company were Messrs. Sussman, Blanchard, Fannin, and Marcum. For fiscal year 2021, the non-PEO NEOs of the Company were Messrs. Blanchard and Sussman. For fiscal year 2020, the non-PEO NEOs of the Company were Messrs. Blanchard and Michael D. Bauersachs (the Former President, Chief Executive Officer and Director). |

  74. PAY VERSUS PERFORMANCE

    | (2) The following table sets forth adjustments made to the SCT Total for our PEO during each year to determine compensation actually paid, with “fair value” calculated in accordance with ASC Topic 718 as of the end of the specified period. Since the Company did not report a change in pension value for the CEO for any years reflected in the Summary Compensation Table, adjustments for pension are not needed. |

  75. PAY VERSUS PERFORMANCE

    | | 2024 | 2023 | 2022 | 2021 | 2020 | | SCT Total for PEO | $7,755,393 | $7,508,800 | $5,867,771 | $4,355,848 | $2,521,400 | | (Deduct) amounts reported under “Stock Awards” Column of the SCT | $(4,291,593) | $(4,595,600) | $(3,505,571) | $(2,094,248) | $(1,350,000) | | (Deduct) amounts reported under “Option Awards” Column of the SCT | $0 | $0 | $0 | $0 | $0 | | Add the fair value of awards granted in the covered year that remain outstanding and unvested as of covered year-end (a) | $2,180,092 | $10,075,729 | $1,001,859 | $6,517,569 | $1,270,587 | | Add(Subtract) change in fair value of awards granted in any prior year that remain outstanding and unvested as of the covered year-end (b) | $(2,828,090) | $5,585,768 | $(4,427,167) | $7,179,141 | $(247,029) | | Add the fair value of awards granted and vested during the covered year (c) | $0 | $1,013,384 | $271,295 | $0 | $0 | | Add(Subtract) change in fair value from prior year-end to vesting date of awards granted in any prior year that vested during the covered year (d) | $(5,937,819) | $40,649 | $(102,834) | $322,139 | $(207,835) | | Subtract fair value of awards granted in any prior year that were forfeited or failed to vest during the covered year | $0 | $0 | $0 | $0 | $0 | | Add dividends on unvested awards paid during the covered year | $0 | $0 | $0 | $0 | $0 | | Add incremental fair value of awards modified during the covered year | $0 | $442,595 | $0 | $0 | $0 | | CAP for PEO (e) | $(3,122,016) | $20,071,325 | $(894,648) | $16,280,449 | $1,987,124 |

  76. PAY VERSUS PERFORMANCE

    | a. | For 2024, the value is based on RSU and PSU awards granted on February 29, 2024 that are unvested as of December 31, 2024. For 2023, the value is based primarily on RSU and PSU awards granted on February 20, 2023 that are unvested as of December 31, 2023. In addition, 2023 includes the year-end 2023 value of $2,823,663 associated with Class B common stock awards that were distributed on June 21, 2023 as part of the Company’s equity restructuring that remain unvested as of December 31, 2023. For 2022, the value is based on RSU and PSU awards granted in February 2022 that are unvested as of December 31, 2022. For 2021, the value is based on restricted stock awards granted in February 2021 with a vesting date of June 30, 2024. For 2020, the value is based on restricted stock awards granted in February 2020 with a vesting date of June 30, 2023. Restricted stock and RSUs were valued using the year-end closing stock prices for each period. PSUs were valued using a Monte Carlo simulation performed as of December 31, 2023 and December 31, 2022. |

  77. PAY VERSUS PERFORMANCE

    | b. | For 2024, the value includes the change in fair value of Class A RSUs granted in February 2023 with vesting dates of January 31, 2025 and January 31, 2026, as well as the change in fair value of PSUs granted in February 2023 with a potential vesting date of December 31, 2025. For 2023, the value includes the change in fair value of Class A restricted stock awards and Class A RSUs granted in February 2021 and February 2022, respectively, with vesting dates of June 30, 2024 and December 15, 2024, respectively, as well as the change in fair value of PSUs granted in February 2022 with a potential vesting date of December 31, 2024. For 2022, the value includes the change in fair value of restricted stock awards granted in February 2020 and February 2021 with vesting dates of June 30, 2023 and June 30, 2024, respectively. For 2021, the value includes the change in fair value of restricted stock awards granted in January 2019 and February 2020 with vesting dates of June 30, 2022 and June 30, 2023, respectively. For 2020, the value includes the change in fair value of restricted stock awards granted in January 2018 and January 2019 with vesting dates of June 30, 2021 and June 30, 2022, respectively. Restricted stock and RSUs were valued using the applicable year-end closing stock price, and PSUs were valued using a Monte Carlo simulation. |

  78. PAY VERSUS PERFORMANCE

    | c. | For 2023, the value is related entirely to the vesting of Class B common stock awards that were distributed on June 21, 2023 as part of the Company’s equity restructuring. The fair value is based on the closing stock price for Class B common stock on the June 30, 2023 and December 15, 2023 vesting dates. For 2022, the value is related to RSUs that were granted in February 2022 and vested at year-end 2022. The fair value is based on the closing stock price on the vesting date. |

  79. PAY VERSUS PERFORMANCE

    | d. | For 2024, the value includes the change in fair value of 479,233 restricted shares of Class A common stock granted in February 2021 that vested on June 30, 2024 and 30,865 of Class A RSUs granted in February 2022 that vested on December 15, 2024. In addition, 92,593 Class A PSUs granted in February 2022 vested on December 31, 2024. Lastly, 48,235 Class A RSUs granted in February 2023 vested on January 31, 2024. For 2023, the value includes the change in fair value of 441,176 restricted shares of Class A common stock granted in February 2020 that vested on June 30, 2023 and 30,864 of Class A RSUs granted in February 2022 that vested on December 15, 2023. For 2022, the value includes the change in fair value of 228,520 restricted shares granted in January 2019 that vested on June 30, 2022. For 2021, the value includes the change in fair value of 124,378 restricted shares granted in January 2018 that vested on June 30, 2021. For 2020, the value includes the change in fair value of 144,330 restricted shares granted in previous years that vested on June 30, 2020. |

  80. PAY VERSUS PERFORMANCE

    | e. | The negative CAP for 2022 was primarily due to the decline in fair value from December 31, 2021 to December 31, 2022 of awards granted in years prior to 2022. |

  81. PAY VERSUS PERFORMANCE

    | (3) The following table sets forth adjustments made to the SCT Total during each year to determine average CAP to the Non-PEO NEOs, with “fair value” calculated in accordance with ASC Topic 718 as of the end of the specified period. Since the Company did not report a change in pension value for any of the Non-PEO NEOs for any years reflected in the Summary Compensation Table, adjustments for pension are not needed. |

  82. PAY VERSUS PERFORMANCE

    | | 2024 | 2023 | 2022 | 2021 | 2020 | | Average total SCT for non-PEO NEOs | $3,027,908 | $3,449,208 | $2,552,075 | $2,292,126 | $1,916,400 | | (Deduct) amounts reported under “Stock Awards” Column of the SCT | $(1,436,608) | $(1,962,270) | $(1,293,563) | $(900,526) | $(958,500) | | (Deduct) amounts reported under “Option Awards” Column of the SCT | $0 | $0 | $0 | $0 | $0 | | Add the fair value of awards granted in the covered year that remain outstanding and unvested as of covered year-end (a) | $729,784 | $4,158,869 | $369,685 | $2,802,552 | $902,117 | | Add(Subtract) change in fair value of awards granted in any prior year that remain outstanding and unvested as of the covered year-end (b) | $(1,225,042) | $1,756,907 | $(1,239,100) | $2,912,356 | $(171,255) | | Add the fair value of awards granted and vested during the covered year (c) | $0 | $276,834 | $100,112 | $0 | $0 | | Add(Subtract) change in fair value from prior year-end to vesting date of awards granted in any prior year that vested during the covered year (d) | $(1,934,141) | $31,018 | $(19,436) | $52,348 | $(132,126) | | Subtract fair value of awards granted in any prior year that were forfeited or failed to vest during the covered year | $0 | $0 | $0 | $0 | $0 | | Add dividends on unvested awards paid during the covered year | $0 | $0 | $0 | $0 | $0 | | Add incremental fair value of awards modified during the covered year | $0 | $163,319 | $0 | $0 | $0 | | Average CAP for non-PEO NEOs | $(838,099) | $7,873,885 | $469,773 | $7,158,856 | $1,556,635 |

  83. PAY VERSUS PERFORMANCE

    | a. | For 2024, the value is based on RSU and PSU awards granted on February 29, 2024 that are unvested as of December 31, 2024.For 2023, the value is based primarily on RSU and PSU awards granted on February 20, 2023 that are unvested as of December 31, 2023. In addition, 2023 includes the average year-end 2023 value of $1,017,501 associated with Class B common stock awards that were distributed on June 21, 2023 as part of the Company’s equity restructuring that remain unvested as of December 31, 2023. For 2022, the value is related to the fair value of RSU and PSU awards granted in February 2022 that are unvested as of December 31, 2022. For 2021, the value is related to the fair value of restricted stock awards granted in February 2021 with a vesting date of June 30, 2024. For 2020, the value is related to the fair value of restricted stock awards granted in February 2020 with a vesting date of June 30, 2023. Restricted stock and RSUs were valued using the year-end closing stock prices for each period. PSUs were valued using a Monte Carlo simulation performed as of December 31, 2023 and December 31, 2022. |

  84. PAY VERSUS PERFORMANCE

    | b. | For 2024, the value includes the change in fair value of Class A RSUs granted in February 2023 with vesting dates of January 31, 2025 and January 31, 2026, as well as the change in fair value of PSUs granted in February 2023 with a potential vesting date of December 31, 2025. For 2023, the value includes the change in fair value of Class A restricted stock awards and Class A RSUs granted in February 2021 and February 2022, respectively, with vesting dates of June 30, 2024 and December 15, 2024, respectively, as well as the change in fair value of PSUs granted in February 2022 with a potential vesting date of December 31, 2024. For 2022, the value is related to the change in fair value of restricted stock awards granted in February or April of 2020 and February 2021 with vesting dates of June 30, 2023 and June 30, 2024, respectively. For 2021, the value is related to the change in fair value of restricted stock awards granted in 2019 and 2020 with vesting dates of June 30, 2022 and June 30, 2023, respectively. For 2020, the value includes the change in fair value of restricted stock awards granted in January 2018 and January 2019 with vesting dates of June 30, 2021 and June 30, 2022, respectively. Restricted stock and RSUs were valued using the applicable year-end closing stock price, and PSUs were valued using a Monte Carlo simulation. |

  85. PAY VERSUS PERFORMANCE

    | c. | For 2023, the value is related entirely to the vesting of Class B common stock awards that were distributed on June 21, 2023 as part of the Company’s equity restructuring. The fair value is based on the closing stock price for Class B common stock on the June 30, 2023 and December 15, 2023 vesting dates. For 2022, the value is related to RSUs that were granted in February 2022 and vested at year-end 2022. The fair value is based on the closing stock price on the vesting date. |

  86. PAY VERSUS PERFORMANCE

    | d. | For 2024, the value includes the change in fair value of restricted shares of Class A common stock granted in February 2021 that vested on June 30, 2024 and Class A RSUs granted in February 2022 that vested on December 15, 2024. In addition, Class A PSUs granted in February 2022 vested on December 31, 2024. Lastly, Class A RSUs granted in February 2023 vested on January 31, 2024. For 2023, the value includes the change in fair value of restricted shares of Class A common stock granted in 2020 that vested on June 30, 2023 as well as Class A RSUs granted in February 2022 that vested on December 15, 2023. For 2022, the value is related to the change in fair value of restricted shares granted in 2019 that vested on June 30, 2022. For 2021, the value is related to the change in fair value of restricted shares granted in January 2018 that vested on June 30, 2021. For 2020, the value is related to the change in fair value of restricted shares granted in previous years that vested on June 30, 2020. |

  87. PAY VERSUS PERFORMANCE

    | (4) The Company’s total shareholder return (“TSR”) is shown on a combined basis for both classes of common stock. Peer group TSR was calculated using our compensation peer group, as defined earlier in this document For 2024, due to the sale of Tellurian Inc.’s shares for a significantly reduced price of $1.00 per share on October 29, 2024 and the surrounding business circumstances in connection with such sale, the Compensation Committee exercised its authorized discretion to treat Tellurian, Inc. as a bankrupt company with a deemed negative 100% TSR for purposes of calculating the TSR of the peer group. The compensation group previously changed during 2023 primarily to increase the number of publicly-traded extraction companies. For comparison purposes, TSR under the 2022 compensation peer group was calculated as follows: $188.14 for 2024, $234.07 for 2023, $183.91 for 2022, $99.74 for 2021, and $52.90 for 2020. The previous peer group was made up of the following companies: Peabody Energy Corporation, Alliance Resource Partners, L.P., Alpha Metallurgical Resources, Inc., Talos Energy Inc., CONSOL Energy Inc., Arch Resources, Inc., Coronado Global Resources, Inc., Warrior Met Coal, Inc., SunCoke Energy, Inc., Berry Corporation, and Contango Oil and Gas Company (2020 only). |

  88. PAY VERSUS PERFORMANCE

    | (5) We have selected Adjusted EBITDA as our most important financial performance measure used by us to link compensation actually paid to our Named Executive Officers to Company performance for fiscal year 2024. |

  89. PAY VERSUS PERFORMANCE

    | ● | Adjusted EBITDA for 2024 is calculated as EBITDA of $86.7M (net income ($11.2M), plus depreciation, depletion, and amortization ($65.6M), net interest expense ($6.1M), and income tax expense ($3.7M), adjusted for stock-based compensation ($17.5M), and accretion of asset retirement obligations ($1.5M). |

  90. PAY VERSUS PERFORMANCE

    | ● | Adjusted EBITDA for 2023 is calculated as EBITDA of $167.8M (net income ($82.3M), plus depreciation, depletion, and amortization ($54.3M), net interest expense ($8.9M), and income tax expense ($22.3M), adjusted for stock-based compensation ($12.9M), accretion of asset retirement obligations ($1.4M) and idle mine costs ($4.0M). |

  91. PAY VERSUS PERFORMANCE

    | ● | Adjusted EBITDA for 2022 is calculated as EBITDA of $194.2M (net income ($116.0M), plus depreciation, depletion, and amortization ($41.2M), net interest expense ($6.8M), and income tax expense ($30.2M), adjusted for stock-based compensation ($8.2M), charitable contributions ($1.0M), accretion of asset retirement obligations ($1.1M) and Berwind mine idle costs ($9.5M). |

  92. PAY VERSUS PERFORMANCE

    | ● | Adjusted EBITDA for 2021 is calculated as EBTIDA of $73.2M (net income ($39.8M), plus depreciation, depletion, and amortization ($26.2M), net interest expense ($2.6M), and income tax expense ($4.6M), adjusted for stock-based compensation ($5.3M) and accretion of asset retirement obligations ($0.6M). |

  93. PAY VERSUS PERFORMANCE

    | ● | Adjusted EBITDA for 2020 is calculated as EBTIDA of $13.7M (net loss ($-4.9M), plus depreciation, depletion, and amortization ($20.9M) and net interest expense ($1.2M), minus income tax benefit ($3.5M), adjusted for stock-based compensation ($4.1M) and accretion of asset retirement obligations ($0.6M). |

  94. PAY VERSUS PERFORMANCE

    Comparative Disclosure The following graph sets forth the relationship between TSR and amount of compensation actually paid (CAP) to the PEO and Non-PEO NEOs for the years ended on December 31, 2024, December 31, 2023, December 31, 2022, December 31, 2021, and December 31, 2020. TSR is shown on a combined basis for both classes of common stock in 2024. The following graph sets forth the relationship between Net Income and amount of compensation actually paid (CAP) to the PEO and Non-PEO NEOs for the years ended on December 31, 2024, December 31, 2023, December 31, 2022, December 31, 2021, and December 31, 2020. The following graph sets forth the relationship between Adjusted EBITDA and amount of compensation actually paid (CAP) to the PEO and Non-PEO NEOs for the years ended on December 31, 2024, December 31, 2023, December 31, 2022, December 31, 2021, and December 31, 2020. The following graph sets forth the relationship between our TSR and our peer group TSR for the years ended on December 31, 2024, December 31, 2023, December 31, 2022, December 31, 2021, and December 31, 2020. TSR is shown on a combined basis for both classes of common stock in 2023 and 2024. Financial Performance Measures The four items listed below measure the most important metrics used to link CAP to Company performance for the 2024 fiscal year as further described in the section titled “Annual Cash Incentive Bonus” of the Compensation Discussion and Analysis.

  95. PAY VERSUS PERFORMANCE

    | Most Important Performance Measures | | Adjusted EBITDA | | Cost of Coal Sales Per Ton | | Safety - TRIR | | Environmental |

  96. PAY RATIO

    PAY RATIO The following information is provided regarding the relationship of the annual total compensation of our employees and the annual total compensation of our Chief Executive Officer (“CEO”). As of December 31, 2024, we had approximately 1,000 employees, all of whom are in the United States. We identified our median employee for 2024 by examining the taxable wages of each individual employed by the Company as of December 31, 2024, excluding our CEO, as reported in Box 1 on Internal Revenue Service Form W-2. We did not annualize compensation of employees who were employed by us less than a full year. Upon identifying the median employee, we then calculated annual total compensation for this individual in the same manner as the total column shown for our NEOs in the “Summary Compensation Table for 2024” within this Proxy Statement. The annual total compensation of our median employee for 2024 was $119,227. As disclosed in the “Summary Compensation Table for 2024,” our CEO’s annual total compensation for 2024 was $7,755,393. Therefore, the ratio of the annual total compensation of our CEO to the median of the annual total compensation of all other employees was 65 to 1.