Ramaco Resources, Inc.
For the period ended Jun 10, 2026. Filed Apr 27, 2026.
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Jun 10, 2026 · Filed Apr 27, 2026
Contents
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, 2021, December 31, 2022, December 31, 2023, December 31, 2024, and December 31, 2025. 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.
| Year · SCT Total for PEO(1) · CAP for PEO(2) · Average SCT Total for Non- PEO NEOs · Average CAP for Non-PEO NEOs(3) · Value of Initial Fixed $100 Investment Based On: · Net Income (Loss) (in millions) · Adjusted EBITDA (in millions)(5) | ||||||||
|---|---|---|---|---|---|---|---|---|
| Total Shareholder Return · Peer Group Total Shareholder Return(4) | ||||||||
| 2025 | $9,206,767 | $16,192,897 | $3,489,890 | $4,781,859 | $719.41 | $343.48 | $(51.4) | $36.1 |
| 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 |
(1) Mr. Atkins was our PEO for fiscal years 2025, 2024, 2023, 2022, and 2021. For fiscal year 2025, the non-PEO NEOs of the Company were Messrs. Sussman, Blanchard, Fannin, and Horn. 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.
(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.
| 2025 | 2024 | 2023 | 2022 | 2021 | |
|---|---|---|---|---|---|
| SCT Total for PEO | $9,206,767 | $7,755,393 | $7,508,800 | $5,867,771 | $4,355,848 |
| (Deduct) amounts reported under “Stock Awards” Column of the SCT | $(5,442,767) | $(4,291,593) | $(4,595,600) | $(3,505,571) | $(2,094,248) |
| (Deduct) amounts reported under “Option Awards” Column of the SCT | $— | $— | $— | $— | $— |
| Add the fair value of awards granted in the covered year that remain outstanding and unvested as of covered year-end(a) | $10,979,752 | $2,180,092 | $10,075,729 | $1,001,859 | $6,517,569 |
| 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) | $2,344,942 | $(2,828,090) | $5,585,768 | $(4,427,167) | $7,179,141 |
| Add the fair value of awards granted and vested during the covered year(c) | $— | $— | $1,013,384 | $271,295 | $— |
| 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) | $(895,797) | $(5,937,819) | $40,649 | $(102,834) | $322,139 |
| Subtract fair value of awards granted in any prior year that were forfeited or failed to vest during the covered year | $— | $— | $— | $— | $— |
| Add dividends on unvested awards paid during the covered year | $— | $— | $— | $— | $— |
| Add incremental fair value of awards modified during the covered year | $— | $— | $442,595 | $— | $— |
| CAP for PEO | $16,192,897 | $(3,122,016) | $20,071,325 | $(894,648) | $16,280,449 |
a. For 2025, the value is based on RSU and PSU awards granted on February 24, 2025 that are unvested as of December 31, 2025. 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.
b. For 2025, the value includes the change in fair value of Class A RSUs granted in 2023 and 2024 with vesting dates of January 31, 2026 and January 31, 2027, as well as the change in fair value of PSUs granted in 2024 with a potential vesting date of December 31, 2026. 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.
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.
d. For 2025, the value includes the change in fair value of Class A RSUs granted in February 2023 and February 2024 that vested on January 31, 2025. In addition, Class A PSUs granted in February 2023 vested on December 31, 2025. 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 February 2020 that vested on June 30, 2023 and Class A RSUs granted in February 2022 that vested on December 15, 2023. For 2022, the value includes the change in fair value of restricted shares granted in January 2019 that vested on June 30, 2022. For 2021, the value includes the change in fair value of restricted shares granted in January 2018 that vested on June 30, 2021.
(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.
| 2025 | 2024 | 2023 | 2022 | 2021 | |
|---|---|---|---|---|---|
| Average total SCT for non-PEO NEOs | $3,489,890 | $3,027,908 | $3,449,208 | $2,552,075 | $2,292,126 |
| (Deduct) amounts reported under “Stock Awards” Column of the SCT | $(1,639,390) | $(1,436,608) | $(1,962,270) | $(1,293,563) | $(900,526) |
| (Deduct) amounts reported under “Option Awards” Column of the SCT | $— | $— | $— | $— | $— |
| Add the fair value of awards granted in the covered year that remain outstanding and unvested as of covered year-end(a) | $2,480,370 | $729,784 | $4,158,869 | $369,685 | $2,802,552 |
| 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) | $741,976 | $(1,225,042) | $1,756,907 | $(1,239,100) | $2,912,356 |
| Add the fair value of awards granted and vested during the covered year(c) | $— | $— | $276,834 | $100,112 | $— |
| 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) | $(290,988) | $(1,934,141) | $31,018 | $(19,436) | $52,348 |
| Subtract fair value of awards granted in any prior year that were forfeited or failed to vest during the covered year | $— | $— | $— | $— | $— |
| Add dividends on unvested awards paid during the covered year | $— | $— | $— | $— | $— |
| Add incremental fair value of awards modified during the covered year | $— | $— | $163,319 | $— | $— |
| Average CAP for non-PEO NEOs | $4,781,859 | $(838,099) | $7,873,885 | $469,773 | $7,158,856 |
a. For 2025, the value is based on RSU and PSU awards granted on February 24, 2025 that are unvested as of December 31, 2025. 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.
b. For 2025, the value includes the change in fair value of Class A RSUs granted in 2023 and 2024 with vesting dates of January 31, 2026 and January 31, 2027, as well as the change in fair value of PSUs granted in 2024 with a potential vesting date of December 31, 2026. 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.
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.
d. For 2025, the value includes the change in fair value of restricted shares of Class A common stock granted in February 2023 and February 2024 that vested on January 31, 2025. In addition, Class A PSUs granted in February 2023 vested on December 31, 2025. 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.
(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, excluding Berry Corporation and Piedmont Lithium due to mergers and acquisitions during 2025. 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).
(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 2025.
Adjusted EBITDA for 2025 is calculated as EBITDA of $13.8 M, comprised of a net loss of ($51.4M), plus depreciation, depletion, and amortization ($68.2 M) and net interest expense ($7.8 M), less income tax benefit ($10.7 M), adjusted for stock-based compensation ($17.6 M), accretion of asset retirement obligations ($1.7 M), certain non-operating expenses ($0.5M), and certain non-recurring operating expenses ($2.5M).
Adjusted EBITDA for 2024 is calculated as EBITDA of $86.7 M, comprised of net income of $11.2 M, plus depreciation, depletion, and amortization ($65.6 M), net interest expense ($6.1 M), and income tax expense ($3.7 M), adjusted for stock-based compensation ($17.5 M), certain non-operating expenses ($0.2M), and accretion of asset retirement obligations ($1.5M).
Adjusted EBITDA for 2023 is calculated as EBITDA of $167.8 M, comprised of net income of $82.3 M, plus depreciation, depletion, and amortization ($54.3 M), net interest expense ($8.9 M), and income tax expense ($22.3 M), adjusted for stock-based compensation ($12.9 M), accretion of asset retirement obligations ($1.4M) and idle mine costs ($4.0M).
Adjusted EBITDA for 2022 is calculated as EBITDA of $194.2 M, comprised of net income of $116.0 M, plus depreciation, depletion, and amortization ($41.2 M), net interest expense ($6.8 M), and income tax expense ($30.2 M), adjusted for stock-based compensation ($8.2 M), charitable contributions ($1.0M), accretion of asset retirement obligations ($1.1M) and Berwind mine idle costs ($9.5M).
Adjusted EBITDA for 2021 is calculated as EBITDA of $73.2M, comprised of net income of $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).
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