Sector: Materials
RAMACO RESOURCES INC CLASS A · Meeting: June 10, 2026
Directors FOR
3
Directors AGAINST
0
Say on Pay
AGAINST
Auditor
FOR
Election of Directors
Mr. Lawrence has served since December 2016 and brings extensive energy industry private equity experience; METC's 3-year price return of +87.2% outperforms the XLB sector ETF benchmark by +49.5 percentage points, which does not meet the 65-percentage-point threshold needed to trigger an against vote for a strong-positive TSR company, and no other policy flags apply (no overboarding concern confirmed, no attendance issue disclosed).
Mr. Frischkorn has served since January 2021 and brings over 40 years of energy investment banking experience; the TSR trigger does not fire given METC's strong 3-year outperformance versus both the XLB ETF and the named peer group, all attendance, independence, and committee requirements are met.
Mr. Graney joined the board in September 2025, which is less than 24 months ago, making him exempt from the TSR performance trigger under policy; he brings relevant Appalachian economic development and energy executive experience appropriate for a coal company.
All three nominees pass policy screens: METC's 3-year total return of +87.2% outperforms the XLB sector ETF by +49.5 percentage points (below the 65-percentage-point trigger threshold for strong-positive TSR companies) and outperforms the named compensation peer group median by +65.4 percentage points (below the 65-percentage-point threshold for named peers at strong-positive TSR), no overboarding or attendance issues are disclosed, and Michael Graney is exempt as a director of less than 24 months tenure.
CEO
Randall W. Atkins
Total Comp
$9,206,767
Prior Support
N/A
The CEO received $9,206,767 in total compensation for 2025, a year in which the company posted a net loss of $51.4 million and Adjusted EBITDA of only $36.1 million against a budgeted target of $127 million — meaning the primary financial metric used in the bonus plan scored zero percent payout, yet the CEO still received a cash bonus of $2,750,000 (122% of target) due to generous individual performance scores filling the gap. This pay-for-performance disconnect — above-benchmark total pay delivered in a year of significant financial underperformance — is a direct failure of the incentive alignment purpose of variable compensation. Additionally, the proxy discloses multiple related-party transactions in which members of the CEO's immediate family (brother, son, and son-in-law) were employed by or paid by company subsidiaries, raising concerns about the independence of the compensation process and the CEO's influence over the committee.
Auditor
Grant Thornton LLP
Tenure
N/A
Audit Fees
$1,390,212
Non-Audit Fees
$0
Grant Thornton received $1,390,212 in audit fees and zero dollars in non-audit fees for fiscal year 2025, meaning non-audit fees are 0% of audit fees — well below the 50% threshold that would raise independence concerns; no material restatements are disclosed and the firm is a large national firm appropriate for a company of METC's size; auditor tenure is not explicitly disclosed in the filing so the tenure trigger cannot fire under policy.
The 2026 Ramaco Resources annual meeting presents four proposals: all three director nominees pass TSR and governance screens and receive FOR votes; Grant Thornton's ratification is straightforward with zero non-audit fees and receives a FOR vote; however, the Say on Pay vote receives an AGAINST determination due to a meaningful disconnect between above-benchmark executive pay and materially weak 2025 financial results, compounded by governance concerns around extensive CEO family-related transactions. The equity plan amendment to add 4 million shares to the LTIP is not evaluated as equity plan approvals are outside the current policy scope.
12 companies disclosed in 2026 proxy filing
