UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

Filed by the Registrant ☒

Filed by a Party other than the Registrant ☐

Check the appropriate box:

☐ Preliminary Proxy Statement

☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

☒ Definitive Proxy Statement

☐ Definitive Additional Materials

☐ Soliciting Material under Exchange Act Rule 14a-12

Ramaco Resources, Inc.

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

☒	No fee required.

☐	Fee paid previously with preliminary materials.

☐	Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11

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Ramaco Resources, Inc.
Notice of Annual Meeting of Shareholders
to be held on June 27, 2023
and Proxy Statement

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April 28, 2023

Dear Fellow Shareholders:

We are pleased to invite you to attend our annual shareholder meeting, which is scheduled to be held on June 27, 2023, at 1:30 p.m. Eastern Time. Although the constraints and risks caused by the COVID-19 pandemic have somewhat waned, we are still keenly aware of those risks and wish to provide a meeting environment that accommodates all of our shareholders. Accordingly, the annual shareholder meeting will be completely virtual this year. You may attend the meeting, submit questions and vote your shares electronically during the meeting via live webcast by visiting www.virtualshareholdermeeting.com/METC2023. You will need the 16-digit control number that is printed in the box marked by the arrow on your proxy card to enter the meeting. We recommend that you log in at least 15 minutes before the meeting to ensure you are logged in when the meeting starts.

As explained in the enclosed Proxy Statement, at this year’s meeting you will be asked to vote for the election of three directors, for the ratification of the selection of MCM CPAs & Advisors LLP as our independent registered public accounting firm for 2023, and to participate in advisory votes to approve our executive compensation and with respect to the frequency of future advisory votes on our executive compensation, all as disclosed in the proxy statement for the meeting.

Your vote is very important to us – participate in the future of Ramaco Resources and exercise your shareholder right by voting your shares right away.

Only shareholders of record at the close of business on April 28, 2023, or their proxy holders, may vote at the meeting. Attendance at the meeting is limited to shareholders or their proxy holders and Ramaco Resources’ guests. Only our shareholders or their valid proxy holders may address the meeting.

Please review the proxy card for the instructions on how you can vote your shares over the internet, by telephone or by mail. It is important that all Ramaco Resources’ shareholders, regardless of the number of shares owned, participate in the affairs of the Company.

Thank you for your continued interest in Ramaco Resources.

Sincerely,

Randall W. Atkins
Chief Executive Officer and Chairman of the Board of Directors

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	2023 Proxy Statement

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	Page
FREQUENTLY ASKED QUESTIONS ABOUT VOTING	1
Where is the Annual Meeting?	1
Why is the Annual Meeting a virtual meeting?	1
On what am I voting?	1
Who may vote?	1
How many votes do I have?	1
How do I vote?	1
What are the Board of Director’s recommendations?	2
What if I change my mind after I have voted?	2
Will my shares be voted if I do not provide my proxy and don’t attend the Annual Meeting?	2
How do I attend the virtual meeting?	2
What constitutes a quorum?	2
What vote is required to approve the proposals?	3
Who conducts the proxy solicitation and how much will it cost?	3
ITEM 1: ELECTION OF DIRECTORS	4
Nominees for Directors	4
CORPORATE GOVERNANCE	9
Criteria for Director Nominations	9
Board Diversity	10
Director Independence	10
Code of Conduct and Financial Code of Ethics	11
Conflicts of Interest and Related-Party Transactions	11
Policy with Respect to Hedging Transactions	11
Board Leadership	12
The Board’s Role in Risk Oversight	12
Director Attendance	12
Board Organization and Committees	13
Executive Sessions of the Board	15
Determining Executive and Director Compensation	15
Compensation Committee Interlocks and Insider Participation	15

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Shareholder Communications with Directors	15
Website Availability of Documents	16
RELATED PARTY TRANSACTIONS	16
Shareholders’ Agreement	16
Historical Transactions with Affiliates	17
Ramaco Coal, LLC	17
Ramaco Coal Acquisition	17
Elk Creek	17
Berwind	20
RAM Mine	21
Services Agreement	21
Corporate Guarantees	22
Indemnification Agreement	22
Other Transactions	22
Review, Approval or Ratification of Transactions With Related Persons	22
DIRECTOR COMPENSATION	24
Director Compensation Table	24
STOCK OWNERSHIP	25
EXECUTIVE OFFICERS	27
EXECUTIVE COMPENSATION	28
Compensation Discussion and Analysis	28
Compensation Philosophy and Objectives	28
Compensation Committee Procedures and Role of Compensation Consultant	29
Elements of Compensation	30
Pay Mix	30
Base Salary	31
Annual Cash Incentive Bonus	32
Long Term Equity-Based Compensation	34
Other Executive Benefits and Perquisites	35
Severance and Change in Control Benefits	35
Clawback Policy	36
Section 162(m) Compliance	36
Section 409A Considerations	36
Accounting for Stock-Based Compensation	36
Shareholder Say-on-Frequency and Say-on-Pay Advisory Vote	36

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Risk Assessment	36
Compensation Committee Report	37
Summary Compensation Table for 2022	37
2022 Grants of Plan-Based Awards	38
Outstanding Equity Awards at 2022 Fiscal Year-End	39
Options Exercised and Stock Vested in the 2022 Fiscal Year	40
Potential Payments Upon Termination or a Change in Control	40
2022 RSU and PSU Awards	41
EQUITY COMPENSATION PLAN INFORMATION	43
PAY VERSUS PERFORMANCE	44
SCT Compared to CAP	44
Comparative Disclosure	47
Financial Performance Measures	49
REPORT OF THE AUDIT COMMITTEE	50
ITEM 2: RATIFICATION OF APPOINTMENT OF THE INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM	51
Principal Accounting Firm Fees	53
Audit Committee Policies and Procedures for Preapproval of Audit and Non-Audit Services	53
ITEM 3: ADVISORY VOTE ON EXECUTIVE COMPENSATION	54
ITEM 4: ADVISORY VOTE ON THE FREQUENCY OF FUTURE SHAREHOLDER ADVISORY VOTES ON EXECUTIVE COMPENSATION	55
GENERAL INFORMATION	56
Shareholder Proposals for 2024 Annual Meeting	56
Delinquent Section 16(a) Reports	56
Householding of Annual Meeting Materials	57
Annual Report to Shareholders	57

iii

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250 West Main Street, Suite 1900

Lexington, Kentucky 40507

Notice of Annual Meeting of Shareholders

Dear Shareholders:

You are cordially invited to attend the 2023 Annual Meeting of Shareholders of Ramaco Resources, Inc. (herein referred to as the “Company,” “Ramaco Resources,” “us,” “our,” and “we”). This is your notice for the meeting. The 2023 Annual Meeting of Shareholders will be conducted solely virtually, on the below date and time, via live audio webcast. You or your proxyholder may participate, vote, and examine our list of shareholders at the Annual Meeting by visiting www.virtualshareholdermeeting.com/METC2023 and using your 16-digit control number.

TIME AND DATE

1:30 p.m. Eastern Time on June 27, 2023 (“Annual Meeting”).

LOCATION

www.virtualshareholdermeeting.com/METC2023

ITEMS OF BUSINESS

●

To elect the three nominees named in the Proxy Statement as directors to hold office until the 2026 Annual Meeting of Shareholders;

●

To ratify the appointment of MCM CPAs & Advisors LLP as the Company's independent registered public accounting firm for the year ending December 31, 2023;

●

To approve, on an advisory basis, the Company’s executive compensation as reported in this Proxy Statement;

●

To hold an advisory vote on the frequency of future advisory votes on executive compensation; and

●

To consider and act upon such other matters as may properly come before the meeting or any adjournment or postponement thereof.

RECORD DATE

Shareholders of record at the close of business on April 28, 2023 are entitled to vote on the matters presented at the Annual Meeting.

PROXY VOTING

Our Board of Directors is soliciting proxies to be voted at the Annual Meeting of Shareholders. Each share entitles the holder to one vote. You may vote either by attending the virtual meeting online or by proxy. For specific voting information, please see “Frequently Asked Questions About Voting” beginning on page 1 of the

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Proxy Statement that follows. Whether or not you plan to attend the virtual meeting, we hope you will vote as soon as possible. You may vote by proxy over the Internet at http://www.proxyvote.com or by telephone, or, if you requested paper copies of the proxy materials, you can also vote by mail by following the instructions on the proxy card or voting instruction card. Voting over the Internet, by telephone or by written proxy or voting instruction card will ensure your representation at the meeting regardless of whether you attend the virtual meeting.

In accordance with the Securities and Exchange Commission’s “notice and access” model, we are providing our Notice of Annual Meeting of Shareholders, Proxy Statement and Annual Report on Form 10-K (but not Amendment No. 1 on Form 10-K/A to the Form 10-K) for the year ended December 31, 2022 to you online with paper copies available, free of charge, upon request. Amendment No. 1 on Form 10-K/A to the Form 10-K is not being provided as it was filed solely to amend certain exhibits to the Annual Report on Form 10-K and to make conforming changes to the exhibit index in the Form 10-K.

On or about April 28, 2023, we will begin mailing a Notice of Internet Availability of Proxy Materials detailing how to access the proxy materials electronically and how to submit your proxy via the Internet. The Notice of Internet Availability of Proxy Materials also provides instructions on how to request and obtain paper copies of the proxy materials and proxy card or voting instruction form, as applicable. We believe this process provides our shareholders with a convenient way to access the proxy materials and submit their proxies online, while allowing us to reduce our environmental impact as well as the costs of printing and distribution.

Sincerely,

Randall W. Atkins

Chief Executive Officer and Chairman of the Board of Directors

April 28, 2023

Important Notice Regarding the Availability of Proxy Materials
for the Annual Shareholder Meeting to be Held on June 27, 2023:

The notice of Annual Meeting of Shareholders, Proxy Statement and 2022 Annual Report to
Shareholders are available electronically at www.proxyvote.com

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	2023 Proxy Statement

RAMACO RESOURCES, INC.
250 West Main Street, Suite 1900
Lexington, Kentucky 40507
(859) 244-7455

Proxy Statement

FREQUENTLY ASKED QUESTIONS ABOUT VOTING

Where is the Annual Meeting?

The Annual Meeting will be completely virtual. Shareholders can attend the virtual Annual Meeting by visiting www.virtualshareholdermeeting.com/METC2023.

Why is the Annual Meeting a virtual meeting?

We have decided to hold our Annual Meeting virtually. We believe that hosting a virtual meeting will enable greater shareholder attendance and participation from any location around the world.

On what am I voting?


Item Description	More Information	Board Recommendation
Item 1: Election of directors	Page 4	FOR each nominee
Item 2: Ratification of independent registered public accounting firm	Page 51	FOR
Item 3: Advisory vote on executive compensation	Page 54	FOR
Item 4: Advisory vote on frequency of future advisory votes on executive compensation	Page 55	FOR “1 YEAR” as the preferred frequency for holding future advisory “say-on-pay” votes

Who may vote?

Shareholders recorded in our stock register at the close of business on April 28, 2023 may vote at the meeting. As of that date, there were 44,414,085 shares of our common stock outstanding.

How many votes do I have?

You have one vote for each share of our common stock you owned as of the record date for the meeting.

How do I vote?

Our proxy materials are available to shareholders on the Internet and by mail. You may read, print and download our 2022 Annual Report on Form 10-K, Proxy Statement and proxy card at http://www.proxyvote.com. On an ongoing basis, shareholders may request to receive proxy materials in printed form by mail or electronically by e-mail. You may vote your shares by the Internet at http://www.proxyvote.com, by regular mail or by attending the virtual meeting. Each of these voting options is described in the Notice of Availability of Proxy Materials (the “Notice of Availability” or “Notice”) and the proxy card.

To ensure that your vote is counted at the meeting, regardless of whether you plan to attend the meeting virtually, you should vote by using the Internet voting option on your proxy card or mailing in your proxy card to Ramaco Resources’ address shown above. If you return an executed proxy card without marking your

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instructions, your executed proxy card will be voted in accordance with the recommendations of the board of directors (the “Board” or “Board of Directors”). If you indicate a choice with respect to any matter to be acted upon on your proxy card or voting instruction card, your shares will be voted per your instructions.

What are the Board of Director’s recommendations?

The Board of Director’s recommendations are set forth together with the description of each item in this Proxy Statement. In summary, the Board of Directors and the Audit Committee recommend a vote as follows:

●

FOR the election of the three nominees named in this Proxy Statement as directors.

●

FOR the ratification of the appointment of MCM CPAs & Advisors LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2023.

●

FOR the approval, on an advisory basis, of the Company’s executive compensation as reported in this Proxy Statement.

●

FOR “1 YEAR” as the preferred frequency for holding future advisory “say-on-pay” votes.

If any other matters properly come before the Annual Meeting, we will vote the shares in accordance with our best judgment and discretion.

What if I change my mind after I have voted?

You may revoke your proxy before it is voted by:

●

submitting a new proxy card with a later date;

●

attending the virtual Annual Meeting and following the voting instructions provided on the meeting website; or

●

giving written notice to the Corporate Secretary at Ramaco Resources’ address shown above.

Will my shares be voted if I do not provide my proxy and don’t attend the Annual Meeting?

Brokerage firms generally have the authority to vote their customers’ unvoted shares of common stock on certain “routine” matters as determined by the New York Stock Exchange. If your shares of our common stock are held in the name of a broker, bank or other nominee, such nominee can vote your shares for or against the ratification of the appointment of MCM CPAs & Advisors LLP as our independent registered public accounting firm for 2023 if you do not timely provide your proxy because this matter is considered “routine” under the applicable rules. However, no other items are considered “routine” and may not be voted on by your nominee without your instruction.

How do I attend the virtual meeting?

To attend and participate in the Annual Meeting, shareholders will need to access the live audio webcast of the meeting. To do so, shareholders of record will need to visit www.virtualshareholdermeeting.com/METC2023 and use their 16-digit Control Number provided in the Notice to log in to the website, and beneficial owners of shares held in street name will need to follow the instructions provided by the broker, bank or other nominee that holds their shares. We would encourage shareholders to log in to this website and access the webcast at least 15 minutes before the meeting to ensure you are logged in when the meeting starts. We intend to offer the same participation opportunities as would be provided at an in-person meeting.

What constitutes a quorum?

To carry on the business of the meeting, we must have a quorum. This means at least a majority of the voting power of all of the outstanding shares of stock entitled to vote as of the record date must be represented at the

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meeting, either by proxy or by joining the virtual meeting. Shares of common stock owned by Ramaco Resources are not voted and do not count for this purpose.

Abstentions and proxies submitted by brokers that do not indicate a vote because they do not have discretionary authority and have not received instructions as to how to vote on a proposal (so-called “broker non-votes”) will be considered as present for quorum purposes.

What vote is required to approve the proposals?

The following votes must be received:

●

For Proposal 1, under our Amended and Restated Bylaws (the “Bylaws”), directors are elected by a plurality of the votes cast at the meeting, so long as a quorum is present. This means that the directors who receive the most “for” votes are elected up to the maximum number of directors to be elected at a meeting at which a quorum is present. “Withhold” votes and broker non-votes will not affect the outcome of the vote. The directors in the other classes will continue for the reminder of their respective terms.

●

For Proposal 2, regarding the ratification of the appointment of MCM CPAs & Advisors LLP, the affirmative vote of a majority of the shares present in person or represented by proxy at the meeting and entitled to vote on the matter would be required for approval. Abstentions will have the effect of a vote against this proposal. Because this proposal is considered a “routine” matter under the rules of the New York Stock Exchange, nominees may vote in their discretion on this proposal on behalf of beneficial owners who have not furnished voting instructions, and, therefore, there will be no broker non-votes on this proposal.

●

For Proposal 3, regarding approval, on an advisory basis, of the Company’s executive compensation as reported in this Proxy Statement, the affirmative vote of a majority of the shares present in person or represented by proxy at the meeting and entitled to vote on the matter would be required for approval. Abstentions have the effect of a vote against this proposal. Broker non-votes will not affect the outcome of the vote. Because the vote on Proposal 3 is advisory and therefore will not be binding on the Company, the board will review the voting result and take it into consideration when making future decisions regarding executive compensation.

●

For Proposal 4, regarding the frequency of future advisory votes on executive compensation, the time period that receives the highest number of votes cast will be considered the preferred frequency for future “say-on-pay” votes as determined by our shareholders on an advisory basis. Abstentions and broker non-votes will not affect the outcome of the vote.

Who conducts the proxy solicitation and how much will it cost?

Ramaco Resources is requesting your proxy for the annual shareholder meeting and will pay all the costs of requesting shareholder proxies. We can request proxies through the mail or by telephone, fax or Internet. We can use directors, officers and other employees of Ramaco Resources to request proxies. Directors, officers and other employees will not receive additional compensation for these services. We will reimburse brokerage firms, nominees, fiduciaries, custodians and other agents for their expenses in distributing proxy material to the beneficial owners of our common stock.

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ITEM 1: ELECTION OF DIRECTORS

Nominees for Directors

Our Board is currently composed of nine 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 2026 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.

Pursuant to the Shareholders’ Agreement (as defined below), Yorktown (as defined below) was previously entitled to appoint certain directors to the Board of Directors. The ability to appoint directors pursuant to the Shareholders’ Agreement terminated during 2022. The current Yorktown directors are Bryan H. Lawrence and Peter Leidel.

The three nominees for election at the Annual Meeting are listed below.

NOMINEES STANDING FOR ELECTION; TERM TO EXPIRE IN 2026


BRYAN H. LAWRENCE
Bryan H. Lawrence, age 80, 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 qualifies him to serve on our Board of Directors.		Non-Independent Director Nominee Committees: None
DAVID E.K. FRISCHKORN, JR.
David E.K. Frischkorn, Jr., age 72, 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		Independent Director Nominee Committees: Audit Compensation Finance and Investment Technology

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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 to the Board of Directors and qualifies him for service on our Board of Directors.

PATRICK C. GRANEY, III

Patrick C. Graney, III, age 69, 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, where he continues to serve. He also serves on the boards of the University of Charleston, 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 to the Board of Directors and qualifies him to serve on our Board of Directors.

Independent Director Nominee

Committees:

Compensation

Finance and Investment

Nominating and Corporate Governance

DIRECTORS NOT STANDING FOR ELECTION; TERM TO EXPIRE IN 2024

PETER LEIDEL

Peter Leidel, age 66, 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 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

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C. LYNCH CHRISTIAN, III
C. Lynch Christian, III, age 71, 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 for service on our Board of Directors.		Independent Director Committees: Audit Environmental, Health and Safety Nominating and Corporate Governance Technology
AURELIA SKIPWITH GIACOMETTO
Aurelia Skipwith Giacometto, age 42, 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. Most recently, she has been the General Counsel of AVC Global, an international logistics company that operates using blockchain technology. She co-founded the company in 2016. 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 to the Board of Directors and qualify her for service.		Independent Director Committees: Environmental, Health and Safety Nominating and Corporate Governance Technology

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DIRECTORS NOT STANDING FOR ELECTION; TERM TO EXPIRE IN 2025


RANDALL W. ATKINS
Randall W. Atkins, age 70, 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 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 recently appointed by the Department of Energy as a United States representative to the International Energy Agency’s Coal Advisory Board. 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’s 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 Chairman of the Board Committees: None
RICHARD M. WHITING
Richard M. Whiting, age 68, 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. We believe that Mr. Whiting’s business experience and leadership roles bring valuable strategic and analytical skills to the Board of Directors and qualify him for service.		Independent Director Committees: Audit Compensation Finance and Investment

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E. FORREST JONES, JR.

E. Forrest Jones, Jr., age 72, has served as a member of our Board of Directors since January 2021. Mr. Jones is the owner and manager of Jones & Associates, a law firm in Charleston, West Virginia, which focuses upon all areas of corporate and business practice and specializes in corporate and regulatory matters relating to the coal industry. He received his license to practice law in 1977, and prior to starting Jones & Associates, was a Partner with Hall, Albertson and Jones, Attorneys at Law, from 1977 to 1988. Over the course of his career, Mr. Jones has served as General Field Counsel for Pickands Mather & Company, W-P Coal Company, Agipcoal USA, Inc. (formerly Enoxy Coal, Inc.), Agipcoal America Inc. and Costain Coal Inc. Mr. Jones received a B.A. in American History from the University of Virginia, a B.S. in Business Administration from West Virginia University and a J.D. from West Virginia University. He is admitted to practice in the Circuit Courts and The Supreme Court of Appeals for the State of West Virginia, the U.S. District Court for the Southern District of West Virginia and the United States Court of Appeals for the Fourth Circuit.

We believe that Mr. Jones’ experience and background in the coal industry, combined with his experience in advising on various legal matters, qualifies him for service on our Board of Directors.

Non-Independent Director

Committees:

Environmental, Health and Safety

Finance and Investment

Technology

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

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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 and the Board also consider the diversity of the Board and believes that a diverse membership enhances the Board’s deliberations and promotes inclusiveness. The Nominating and Corporate Governance Committee has identified the following areas of expertise that are particularly relevant to service on the Board:

●

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

●

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.

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

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 2024 Annual Meeting of Shareholders will be held on or about June 24, 2024. The Board will therefore consider recommendations for the 2024 Annual Meeting of Shareholders if they are received on or after the close of business on February 28, 2024, but no later than the close of business on March 29, 2024.

In addition to satisfying the foregoing requirements under our Bylaws, shareholders who intend to solicit proxies in support of director nominees other than our nominees must comply with the additional requirements of Rule 14a-19(b) under the Exchange Act to comply with the universal proxy rules. The requirements under the universal proxy rules are in addition to the applicable procedural requirements under our Bylaws described above.

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Board Diversity

The Board recognizes that its success hinges on its ability to meet a broad spectrum of challenges, and successfully navigating these challenges demands not only a diverse set of perspectives, backgrounds, and skills, but strong communication and collaboration among the whole Board. To that end, the Board’s composition and culture is crucial. Our goal is a balanced and diverse board, with members who bring a diversity of skills, expertise, experiences, perspectives, tenures and personal characteristics, including with regard to race, gender, age, and ethnicity. We are also committed to a balanced approach to director tenure, allowing the Board to benefit from the knowledge and experience of longer-serving directors as well as fresh perspectives from newer directors.

In compliance with NASDAQ Rule 5605(f), we are providing the matrix table below which illustrates our current board level diversity statistics. NASDAQ Rule 5605(f) requires companies to have at least two diverse board members by December 31, 2025. This table provides certain highlights of the composition of our Board members as of April 28, 2023. Each of the categories listed in the table below reflects the meanings in NASDAQ Rule 5605(f).


Board Diversity Matrix (as of April 28, 2023)
Total Number of Directors	9
	Female	Male	Non-Binary	Did Not Disclose Gender
Part I: Gender Identity
Directors	1	8	-	-
Part II: Demographic Background
Number of Directors Who Identify in Any of the Categories Below:
African American or Black	1	-	-	-
Alaskan Native or Native American	-	-	-	-
Asian	-	-	-	-
Hispanic or Latinx	-	-	-	-
Native Hawaiian or Pacific Islander	-	-	-	-
White	-	8	-	-
Two or More Races or Ethnicities	-	-	-	-
LGBTQ+	-
Did Not Disclose Demographic Background	-

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 Jones 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 and Whiting 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 Securities Exchange Act of 1934, as amended (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 and Messrs. Whiting, Graney and Frischkorn are

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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 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 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 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.

Policy with Respect to Hedging Transactions

We have adopted an amended and restated Insider Trading Policy to provide guidance to employees (including officers) or directors, or any of their designees, with respect to transactions in the Company’s securities. The policy 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

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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 is the only member from our management who serves 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:

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the Audit Committee oversees the management of financial risks;

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

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

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

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

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

Director Attendance

Last year, the Board met six times, and the standing committees met a total of 30 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 2022. Board members are invited and generally expected to attend our annual meeting of shareholders, and all of our directors attended the 2022 annual meeting of shareholders.

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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 and Peter Leidel 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 2022:


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*		X
David E. K. Frischkorn, Jr.	X	X			X*	X
Aurelia Skipwith Giacometto			X	X		X*
Patrick C. Graney, III		X*		X	X
E. Forrest Jones, Jr.			X*		X	X
Richard M. Whiting	X*	X			X
Number of Meetings Held in 2022	8	3	5	5	5	4^†

*Denotes Chairperson.

^† Formed in 2022.

AUDIT COMMITTEE

The primary responsibilities of the Audit Committee are to assist the Board in fulfilling its oversight responsibility for:

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the integrity of the financial reports and other financial information provided by us to the public or any governmental body;

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our compliance with legal and regulatory requirements;

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our systems of internal controls over financial reporting;

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the qualifications and independence of our independent auditors;

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our auditing, accounting and financial reporting processes generally; and

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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 50.

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.

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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. 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 Securities Exchange Act of 1934, as amended (the “Exchange Act”). The Compensation Committee’s report is on page 37.
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.

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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.

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 2022, 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, 2022, 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, 2022, (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

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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 (and amendments on Form 10-K/A), the charters of the Audit Committee, Compensation Committee, Nominating and Corporate Governance Committee, Environmental, Health and Safety Committee, Finance and Investment Committee, and 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.

RELATED PARTY TRANSACTIONS

Shareholders’ Agreement

In connection with our initial public offering, we entered into a shareholders’ agreement (the “Shareholders’ Agreement”) with Yorktown Energy Partners IX, L.P. (“Yorktown IX”), Yorktown Energy Partners X, L.P., and Yorktown Energy Partners XI, L.P. (collectively, “Yorktown”), Energy Capital Partners Mezzanine Opportunities Fund, LP, Energy Capital Partners Mezzanine Opportunities Fund A, LP and ECP Mezzanine B (Ramaco IP), LP (collectively, “ECP”), Randall Atkins and Michael Bauersachs. Summaries of certain material terms of the Shareholders’ Agreement are set forth below.

Among other things, the Shareholders’ Agreement provided Yorktown and ECP with the right to designate a number of nominees (each Yorktown nominee, a “Yorktown Director” and each ECP nominee, an “ECP Director”) to our board of directors such that:

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up to 5 directors of the Board are Yorktown Directors for so long as Yorktown and its affiliates collectively beneficially own at least 50% of the outstanding shares of our common stock;

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up to 3 directors of the Board are Yorktown Directors for so long as Yorktown and its affiliates collectively beneficially own less than 50% but at least 25% of the outstanding shares of our common stock;

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up to 2 directors of the Board are Yorktown Directors for so long as Yorktown and its affiliates collectively beneficially own less than 25% but at least 10% of the outstanding shares of our common stock;

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up to 1 director of the Board is a Yorktown Director for so long as Yorktown and its affiliates collectively beneficially own less than 10% but at least 5% of the outstanding shares of our common stock;

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once Yorktown and its affiliates collectively own less than 5% of our common stock, Yorktown will not have any board designation rights;

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up to 2 directors of the Board are ECP Directors for so long as ECP and its affiliates collectively beneficially own at least 10% of the outstanding shares of our common stock;

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up to 1 director of the Board is a ECP Director for so long as ECP and its affiliates collectively beneficially own less than 10% but at least 5% of the outstanding shares of our common stock; and

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once ECP and its affiliates collectively own less than 5% of our common stock, ECP will not have any board designation rights.

The designation rights of ECP and Yorktown terminated automatically as to each of Yorktown and ECP upon the later of (i) the time at which Yorktown or ECP, as applicable, no longer has the right to designate an individual for nomination to our Board of Directors under the Shareholders’ Agreement, and (ii) the time at which

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Yorktown and ECP cease to hold in aggregate at least 50% of the outstanding shares of our common stock. Additionally, the designation rights of Yorktown terminated automatically upon Yorktown providing written notice to ECP and the Company.

As disclosed in the Stock Ownership table below, Yorktown owned 33.5% of Ramaco Resources’ common stock as of April 28, 2023. During 2022, ECP distributed all of its shares of Ramaco Resources’ common stock to its partners, who in turn distributed such shares of common stock to their respective partners and members (the “Distribution”). As a result of the Distribution, ECP does not own any Ramaco Resources’ common stock. Thus, the designation rights of Yorktown and ECP have been terminated, as they no longer hold in aggregate at least 50% of the outstanding shares of our common stock.

Historical Transactions with Affiliates

Ramaco Coal, LLC

Prior to our acquisition during 2022 of Ramaco Coal, LLC ("Ramaco Coal") as discussed below, Ramaco Coal and its subsidiaries leased or subleased numerous properties to our subsidiaries. We believe these agreements were on terms which would be obtained on an arm’s length basis for similar transactions. Other than Knox Creek, properties associated with the acquisition of certain assets from Coronado IV LLC and Buchanan Minerals, LLC (the “Amonate Assets”) located in McDowell County, West Virginia and Tazewell County, Virginia and properties located in Wyoming County and Raleigh County, West Virginia, associated with the acquisition of the equity interests of Maben Coal LLC which occurred in 2022, those properties constitute most of the land we currently control in connection with our business operations. The terms and conditions of those agreements are summarized below.

Yorktown IX and Randall Atkins were owners of Ramaco Coal, LLC until April 29, 2022, when the Company acquired all of the equity interests of Ramaco Coal, LLC. Immediately prior to April 29, 2022, Mr. Atkins held an 11% ownership interest in Ramaco Coal, LLC, and served as its Executive Chairman and Chief Executive Officer.

Ramaco Coal Acquisition

On April 29, 2022, we completed and closed on a transaction involving an agreement in principle for our subsidiary, Ramaco Development, LLC, to acquire (the "Acquisition") 100% of the equity interests of Ramaco Coal. The consideration for the Acquisition consisted of (i) an initial payment of $10 million due at closing and (ii) an aggregate deferred purchase price of $55 million, consisting of (A) $15 million, to be paid during the remainder of 2022, and (B) $40 million, to be paid during 2023 in $10 million ratable quarterly installments. The Special Committee of Independent Directors (the "Special Committee") of the Board of Directors negotiated and approved the Acquisition.

Given certain common ownership between Ramaco Coal, LLC and the Company and the complex contractual obligations under the following documents, conflicts could arise among or between Ramaco Coal, LLC, Yorktown, Mr. Atkins and the Company. In addition, a conflict may arise which could adversely affect the interests of our shareholders, including, without limitation, conflicts involving compliance with payment and performance obligations under existing leases, and negotiation of the terms of and performance under additional leases we may enter into with affiliates in the future.

Elk Creek

By lease dated August 20, 2015, RAMACO Central Appalachia, LLC (“RCA”) (now known as Ramaco Royalty Company, LLC) leased to RAMACO Resources, LLC (“Resources”) some, but not all, of its coal and surface interests owned in fee in and around the Elk Creek property. The initial term of this lease is 12 years and expires on August 20, 2027; provided, however, the initial term of this lease shall be automatically extended for ten years from the date when Resources pays to RCA its first payment of minimum monthly royalty (which is specified below). In any event, this lease may be renewed until exhaustion of all mineable and merchantable

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coal from the premises. Resources is obligated to pay RCA (i) the greater of $2.50, or seven percent (7.0%) of the gross selling price, for each ton of coal mined and sold from the leased premises by the underground mining method, (ii) the greater of $3.00, or eight percent (8.0%) of the gross selling price, for each ton of coal mined and sold from the leased premises by the surface or strip mining method, and (iii) the greater of $3.50, or nine percent (9.0%) of the gross selling price, for each ton of coal mined and sold from the leased premises by the highwall or auger mining method (in each case, the “Production Royalty”). In addition to the Production Royalty, Resources is obligated to pay RCA certain minimum royalty payments (in each case, the “Minimum Royalty”). Each month, Resources shall pay to RCA $41,667 as minimum royalty until Resources has paid 24 of such minimum royalty payments and, thereafter, shall pay $166,667 as minimum royalty. Minimum monthly royalty payments are fully recoupable from Production Royalty payments. Further, Resources paid or shall pay Baisden Vaughan, Inc. (“Baisden Vaughan”) (i) $200,000 on or before September 11, 2016, September 11, 2017, September 11, 2018, and September 11, 2019, respectively (collectively, the “Annual Baisden-Vaughan Payments”), and (ii) after Resources has mined and sold more than 700,000 tons of coal on, in, or under the real property (the “Base Tonnage”) conveyed by that certain Special Warranty Deed, dated September 11, 2013 by and between Baisden Vaughan and RCA (the “Baisden-Vaughan Tract”), an overriding royalty equal to one percent (1.0%) of the gross selling price for each ton of coal mined and sold from the Baisden-Vaughan Tract in excess of the Base Tonnage until Resources has mined 1,400,000 tons of coal on, in, or under the Baisden-Vaughan Tract (the “Threshold Tonnage”) and, thereafter, an overriding royalty equal to one and one half percent (1.5%) of the gross selling price for each ton of coal mined and sold from the Baisden Vaughan Tract in excess of the Threshold Tonnage (collectively, “Baisden-Vaughan Overriding Royalty Payments”). Resources may deduct such Baisden-Vaughan Overriding Royalty Payments from the Production Royalty, and credit such Annual Baisden-Vaughan Payments against the Minimum Royalty.

By a surface rights lease dated August 20, 2015, RCA leased to the Company surface interests in and around the Elk Creek property for construction and maintenance of a coal preparation plant, impoundments and related preparation facilities. RCA also grants the Company the non-exclusive right to use roads located on the premises. The initial term of this lease is 12 years and expires on August 20, 2027; provided, however, the initial term of this lease shall be automatically extended for ten years from the date when the Company pays to RCA its first payment of Base Rent (which is specified below). In any event, this lease may be renewed until exhaustion of all mineable and merchantable coal from the premises and all surrounding properties that can be mined in connection with the premises. The Company is obligated to pay RCA certain throughput payments (the “Base Throughput Payments”) of one half of one percent (0.5%) per ton of coal mined and sold from properties other than the Elk Creek property. The Company is also obligated to pay RCA certain supplemental throughput payments (the “Supplemental Throughput Payments” and, together with the Base Throughput Payments, the “Aggregate Throughput Payments”) on a portion of the Elk Creek property (the “Supplemental Throughput Lands”) equal to the following: (i) for each ton of coal mined in, on, or under the Supplemental Throughput Lands from the Lower Cedar Grove “A” seam of coal and all seams above the Lower Cedar Grove “A” seam of coal, (A) by underground mining methods, the greater of $0.25, or two and one half of one percent (2.5%) of the gross selling price, (B) by surface mining methods, the greater of $0.50, or three and one half of one percent (3.5%) of the gross selling price, or (C) by highwall or auger mining methods, the greater of $1.25, or four and one half of one percent (4.5%) of the gross selling price, and (ii) for each ton of coal mined on, in, or under the Supplemental Throughput Lands from all seams of coal below the Lower Cedar Grove “A” seam of coal, (A) by underground mining methods, the greater of $0.25, or one and one half of one percent (1.5%) of gross selling price, (B) by surface mining methods, the greater of $0.25, or two and one half of one percent (2.5%) of the gross selling price, or (C) by highwall or auger mining methods, the greater of $0.75, or three and one half of one percent (3.5%) of gross selling price. In addition to the Aggregate Throughput Payments, the Company is obligated to pay certain Base Rent payments to RCA. Each month, the Company shall pay to RCA $41,667 as Base Rent until the Company has paid 24 of such Base Rent payments and, thereafter, shall pay $83,333 as Base Rent for each month. Base Rent payments are fully recoupable from the Aggregate Throughput Payments, except for the first $50,000 in Base Rent payments made by the Company which are not recoupable from the Aggregate Throughput Payments in any way whatsoever.

By a sublease dated August 19, 2015, RCA subleased to the Company all of its rights under two leases with WPP LLC, the “Ritter Lease” and the “CSX Minerals Lease.” The initial term of the sublease is five years and

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may be renewed in five-year increments until exhaustion of the mineable and merchantable coal located on the subleasehold premises. To the extent that this sublease applies to the CSX Minerals Lease premises, the Company shall pay (i) a tonnage royalty equal to (A) the greater of $2.25, or four and one half of one percent (4.5%) of the gross selling price, for each ton of coal mined from the Lower Cedar Grove “A” seam and all seams above the Lower Cedar Grove “A” seam, and (B) the greater of $2.75, or five and one half of one percent (5.5%) of the gross selling price, for each ton of coal mined from all seams below the Lower Cedar Grove “A” seam; (ii) a wheelage fee for all coal mined from lands not owned and controlled by Lessor as of April 1, 2012 equal to (A) the greater of $0.25, or 0.375% of the gross selling price, for each such ton of coal, or (B) the greater of $0.25, or 0.5% of the gross selling price, for each such ton of coal; and (iii)(A) a minimum royalty in advance, for each lease year through the lease year ending on March 30, 2017, equal to $50,000, and (B) for each lease year thereafter, a minimum royalty in advance equal to $75,000. Advance minimum royalties paid under this sublease that pertain to the CSX Minerals Lease may be recouped against future tonnage royalties paid pertaining to that lease during the next 5 lease years. To the extent that this sublease applies to the Ritter Lease premises, the Company shall pay (i) a tonnage royalty equal to (A) the greater of $2.25, or four and one half of one percent (4.5%) of the gross selling price, for each ton of coal mined from the Lower Cedar Grove “A” seam and all seams above the Lower Cedar Grove “A” seam, and (B) the greater of $2.75, or five and one half of one percent (5.5%) of the gross selling price, for each ton of coal mined from all seams below the Lower Cedar Grove “A” seam; (ii) a wheelage fee for all coal mined from lands not owned and controlled by Lessor as of April 1, 2012 equal to (A) the greater of $0.25, or 0.375% of the gross selling price, for each such ton of coal, or (B) the greater of $0.25, or 0.5% of the gross selling price, for each such ton of coal; and (iii)(A) a minimum royalty in advance, for each lease year through the lease year ending on December 31, 2017, equal to $30,000 and (B) for each lease year thereafter, a minimum royalty in advance equal to $50,000. Advance minimum royalties paid under this sublease that pertain to the Ritter Lease may be recouped against future tonnage royalties paid pertaining to that lease during the next five lease years.

By sublease dated September 21, 2021, Ramaco Royalty Company, LLC (“Ramaco Royalty,”) successor by name change to RCA, subleased to the Company the right to mine and remove the seams of coal contained in two base leases with the Cook Heirs (the “Cook Leases.”) The initial term of the sublease is five years and shall be automatically extended for additional terms of five years each until exhaustion of the mineable and merchantable coal that is the subject of the Cook Leases. The Company shall pay all royalties and rentals due under the terms of the Cook Leases to the Cook Lessors (annual minimum royalty of $500 payable quarterly, production royalty of the greater of $0.18 per ton of 3.5% of the gross selling price (“GSP”) per ton.) The Company shall also pay an overriding tonnage royalty to the Ramaco Royalty of 2% of the GSP per ton, as defined in the Cook Leases, and a minimum annual royalty of $500 which may be recouped against the overriding royalty.

By sublease dated August 21, 2021, Ramaco Royalty subleased to the Company the right to mine and remove the seams of coal contained in a lease between Ramaco Royalty and Savanah 605, LLC and Ridgewood 250, LLC (“Base Lease.”) The initial term of the sublease is five years and shall be automatically extended for additional terms of five years each until exhaustion of the mineable and merchantable coal that is the subject of the Base Lease. The Company shall pay all royalties and rentals due under the terms of the Base Lease to the Base Lessor (annual minimum of $25,000 and a production royalty equal to 5% of GSP per ton. The Company shall pay Ramaco Royalty, in arrears, a minimum annual royalty of $25,000 less any amount of overriding royalty paid to Ramaco Royalty during the immediately preceding lease year. The Company shall pay an overriding royalty to Ramaco Royalty equal to 2% of the GSP per ton, which may be recouped against the overriding royalty.

In addition to the foregoing agreements concerning the Elk Creek property, RCA and Resources entered into a mutual cooperation agreement, dated August 20, 2015. Under the mutual cooperation agreement, each party is required to notify the other in the event that such party acquires an interest in real property adjacent to or contiguous with the Elk Creek property, or which is reasonably possible to mine in connection with the Elk Creek property. RCA granted Resources (i) the option, subject to any third-party agreements which prohibit the exercise of such option, for a period of 10 years, to lease or sublease any real properties owned and/or leased by RCA in and around the Elk Creek property on pricing terms based on a formula set forth in the cooperation

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agreement, and (ii) a right of first refusal, subject to any third-party agreements which prohibit the exercise of such right, for a period of 10 years, to purchase, lease, sublease or license all or part of real property in and around the Elk Creek property that are owned and/or leased by RCA in which RCA has received a bona fide offer to purchase, lease or sublease such property from a third party. In exchange, Resources granted RCA (i) the option, for a period of three years, to purchase properties owned and/or leased by Resources in and around the Elk Creek property, and (ii) the right of first refusal, for a period of three years, to purchase properties owned and/or leased by Resources in and around the Elk Creek property that are owned and/or leased by Resources in which Resources has received a bona fide offer to purchase such property from a third party.

Berwind

By a sublease dated August 20, 2015, RCA subleased to Resources all of its rights under its lease with Berwind. The initial term of the sublease is five years and may be renewed in five-year increments until exhaustion of the mineable and merchantable coal located on the subleasehold premises. Under this sublease, Resources is obligated to pay Berwind Production Royalty equal to (i) the greater of $4.50 or 6.0% of the gross selling price for each ton of coal mined from the Pocahontas No. 4 seam and all splits thereof on, in, or under the subleasehold premises, (ii) the greater of $3.50 or 5.5% of the gross selling price for each ton of coal mined from the Pocahontas No. 3 seam and all splits thereof on, in, or under the subleasehold premises, and (iii) the greater of $3.00 or 5.0% of the gross selling price for each ton of coal mined from the Squire Jim seam and all splits thereof on, in, or under the subleasehold premises. In addition, Resources owes Berwind a minimum annual royalty in advance equal to $50,000 per year in lease years 1 and 2, $100,000 per year in lease years 3, 4, and 5 and $250,000 per year in lease years 6 and beyond. Resources also owes Berwind a customary wheelage fee equal to 0.5% of the gross sales price of coal mined elsewhere but transported over, under, across or through the lease premises. Under the sublease from RCA to us, we are further obligated to pay RCA a small overriding royalty payment, to which Berwind has agreed, which still reflects an aggregate royalty rate consistent with customary market royalty rates for deep mining. Finally, Resources may recoup $2 million against future Production Royalty payments to Berwind arising from a bonus payment made by RCA upon execution of its lease from Berwind; provided, however, such bonus payment may be recouped against future Production Royalty payments to Berwind at a rate equal to 25% of Production Royalty in excess of the annual minimum royalty.

By a sublease dated August 27, 2021, Ramaco Royalty subleased to Resources all of its rights under that certain Coal Mining Lease dated February 26, 2020 between Ramaco Royalty and Berwind (“Base Lease”). The initial term of the sublease is five years and automatically extended thereafter for an additional 10 years with one-year extensions thereafter until exhaustion of the mineable and merchantable coal located on the subleased premises. Resources is required to comply with the terms of the Base Lease except for the payment of royalties, rentals and wheelage fees due the under the Base Lease, which shall be paid by Ramaco Royalty. Under the sublease, Resources is obligated to pay Ramaco Royalty a Tonnage Royalty equal to 7% of GSP per ton and a Minimum Annual Royalty of $150,000 in advance. Resources is entitled to fully recoup Minimum Annual Royalty against Tonnage Royalty otherwise due under the sublease.

In addition to the foregoing, RCA and Resources entered into a mutual cooperation agreement dated August 20, 2015. Under the mutual cooperation agreement, each party is required to notify the other in the event that such party acquires an interest in real property adjacent to or contiguous with the Berwind property, or which is reasonably possible to mine in connection with the Berwind property. RCA granted Resources (i) the option, subject to any third-party agreements which prohibit the exercise of such option, for a period of 10 years, to lease or sublease any real properties owned and/or leased by RCA in and around the Berwind property on pricing terms based on a formula set forth in the cooperation agreement, and (ii) a right of first refusal, subject to any third-party agreements which prohibit the exercise of such right, for a period of 10 years, to purchase, lease, sublease or license all or part of real property in and around the Berwind property that are owned and/or leased by RCA in which RCA has received a bona fide offer to purchase, lease or sublease such property from a third party. In exchange, Resources granted RCA (i) the option, for a period of three years, to purchase properties owned and/or leased by Resources in and around the Berwind property, and (ii) the right of first refusal, for a period of three years, to purchase properties owned and/or leased by Resources in and around

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the Berwind property that are owned and/or leased by Resources in which Resources has received a bona fide offer to purchase such property from a third party.

RAM Mine

By an amended and restated lease dated August 20, 2015, RAMACO Northern Appalachia, LLC (“RNA”) and RAM Farms, LLC (“RF”) leased their coal and surface rights, respectively, in and around the RAM Mine property to RAM Mining, LLC (“RAM”). The initial term of this lease is 12 years and expires on August 20, 2027; provided, however, the initial term of this lease shall be automatically extended for ten years from the date when RAM pays to RNA its first payment of Minimum Monthly Royalty (which is specified below). In any event, this lease may be renewed until exhaustion of all mineable and merchantable coal from the premises. RAM is required to pay RNA a tonnage royalty equal to the greater of $2.50 or 5.0% of the gross selling price for each ton of coal mined in, on, or under the premises and sold. In addition to the foregoing tonnage royalty payments, RAM is obligated to pay certain minimum annual royalty payments to RNA and certain surface rentals to RF. Each year, RAM shall pay to RNA $100,000 as minimum annual royalty which is fully recoupable against future tonnage royalty due under the lease, and shall pay to RF $12,000 as surface rental which is not recoupable against future tonnage royalty due under this lease. After RAM obtains all necessary permits, consents and other governmental authorizations to conduct coal mining operations on the RAM Mine property, the annual minimum royalty payment due to RNA shall increase from $100,000 to $500,000. This is expected to occur in 2020. In addition, RAM must pay to some of RNA’s predecessors-in-interest overriding royalty payments equal to $0.50 per ton of coal mined from the premises and a $1,250,000 bonus payment upon obtaining all governmental consents, permits and authorizations necessary to commence mining operations on the premises. Finally, RAM is obligated to pay RNA a wheelage fee equal to 0.5% of the gross sales price of coal mined elsewhere but transported under, over, across or through the leasehold premises.

In addition to the foregoing, RNA and RAM entered into a mutual cooperation agreement, dated August 20, 2015. Under the mutual cooperation agreement, each party is required to notify the other in the event that such party acquires an interest in real property that is located in the Commonwealth of Pennsylvania and contains coal or mining rights. RNA granted RAM (i) the option, subject to any third-party agreements which prohibit the exercise of such option, for a period of 10 years, to lease or sublease any real properties owned and/or leased by RNA in Commonwealth of Pennsylvania, on pricing terms based on a formula set forth in the cooperation agreement, and (ii) a right of first refusal, subject to any third-party agreements which prohibit the exercise of such right, for a period of 10 years, to purchase, lease, sublease or license all or part of real property in and around the Commonwealth of Pennsylvania that are owned and/or leased by RNA in which RNA has received a bona fide offer to purchase, lease or sublease such property from a third party. In exchange, RAM granted RNA (i) the option, for a period of three years, to purchase properties owned and/or leased by RAM in the Commonwealth of Pennsylvania, and (ii) the right of first refusal, for a period of three years, to purchase properties owned and/or leased by RAM in Commonwealth of Pennsylvania that are owned and/or leased by RAM in which RAM has received a bona fide offer to purchase such property from a third party.

Services Agreement

Under a mutual services agreement, dated December 22, 2017 and effective as of March 31, 2017, the Company and Ramaco Coal, LLC agreed to share the services of certain of each company’s employees. This agreement was terminated upon the Company’s acquisition of Ramaco Coal in April 2022. Prior to such termination, each party paid the other a fee on a quarterly basis for such services calculated as the annual base salary of each employee providing services multiplied by the percentage of time each employee spent providing services for the other party. The services were provided for 12-month terms, but could have been terminated by either party at the end of any 12-month term by providing written notice at least 30 days prior to the end of the then-current term.

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Corporate Guarantees

Pursuant to a corporate guaranty dated August 20, 2015, Ramaco Coal, LLC absolutely and unconditionally guaranteed to Ramaco Development, LLC (“Ramaco Development”) the performance of RAM Mining, LLC, RNA, RF and RCA under each of the agreements listed above in this section entitled “Historical Transactions With Affiliates” (collectively, the “Mining Agreements”).

Pursuant to a corporate guaranty dated August 20, 2015, Ramaco Development absolutely and unconditionally guaranteed to Ramaco Coal, LLC the performance of RAM and Resources under the Mining Agreements.

These guaranty agreements were terminated upon the Company’s acquisition of Ramaco Coal in April 2022.

Indemnification Agreement

Pursuant to an Indemnification Agreement dated August 20, 2015, by and between Ramaco Coal, LLC and Ramaco Development, Ramaco Development agreed to indemnify and hold harmless Ramaco Coal, LLC for obligations arising under or in connection with those certain permits, consents, agreements and other governmental authorizations identified therein. This agreement was terminated upon the Company’s acquisition of Ramaco Coal in April 2022.

Other Transactions

On April 1, 2023, Ramaco Carbon, LLC, a Delaware limited liability company and indirect wholly owned subsidiary of the Company, retained the brother of Mr. Atkins, to provide management services related to research and analysis of existing carbon products and development of new products for commercialization at an annual rate of compensation of $250,000 plus potential annual cash bonuses dependent upon both Company and individual performance.

During the year ended December 31, 2022, the Company paid $141,066 for information technology and public affairs services to an entity owned by the son of Mr. Atkins.

During the year ended December 31, 2022, the Company paid $761,751.25 to the law firm of Jones & Associates for legal services. Mr. Jones is the owner and manager of Jones & Associates.

Review, Approval or Ratification of Transactions With Related Persons

We maintain a written Related Persons Transactions Policy (the “Policy”) for approval of related party transactions. A “Related Persons Transaction” is a transaction, arrangement or relationship, or series of similar transactions, arrangements or relationships, in which we or any of our subsidiaries was, is or will be a participant, the amount of which involved exceeds $120,000, and in which any related person had, has or will have a direct or indirect material interest (other than solely because of being a director or a less than 10% beneficial owner of another entity). A “Related Person” means:

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any person who is, or at any time during the applicable period was, one of our executive officers or one of our directors or a director nominee;

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any person who is known by us to be the beneficial owner of more than 5% of our common stock;

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any immediate family member of any of the foregoing persons, which means any child, stepchild, parent, stepparent, spouse, sibling, mother-in-law, father-in-law, son-in-law, daughter-in-law, brother-in-law or sister-in-law of a director, director nominee, executive officer or a beneficial owner of more than 5% of our common stock, and any person (other than a tenant or employee) sharing the household of such director, director nominee, executive officer or beneficial owner of more than 5% of our common stock; and

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an entity that is owned or controlled by someone listed above, or an entity in which someone listed above has a substantial ownership interest or control of the entity.

The Audit Committee is charged with reviewing the material facts of all Related Persons Transactions and either approving or disapproving of the Company’s participation in such transactions under the Policy, which pre-approves or ratifies (as applicable) certain related person transactions, even if the aggregate amount involved exceeds or will exceed $120,000, including:

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any employment by the Company of an executive officer if his or her compensation is required to be reported in the Company’s proxy statement under Item 402 of Regulation SK;

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

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any transaction with another company at which a Related Person’s only relationship is as an employee (other than an executive officer), director or beneficial owner of less than 10% of that company’s shares if the aggregate amount involved for any particular service does not exceed the greater of $100,000 or 3% of that company’s total annual revenues;

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charitable contribution, grant or endowment by the Company to a charitable organization, foundation or university at which a Related Person’s only relationship is as an employee (other than an executive officer) or a director if the aggregate amount involved does not exceed the lesser of $100,000 or 3% of the charitable organization’s total annual revenues; and

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any transaction where the Related Person’s interest arises solely from the ownership of the Company’s common stock and all holders of the Company’s common stock received the same benefit on a pro rata basis (e.g., dividends) is pre-approved or ratified (as applicable).

In determining whether to approve or disapprove entry into a Related Persons Transaction, the Audit Committee takes into account, among other factors, the following: (i) whether the transaction is on terms no less favorable than terms generally available to an unaffiliated third-party under the same or similar circumstances, (ii) the benefits to the Company and the Related Person, (iii) the extent of the Related Person’s interest in the transaction, (iv) the nature of the interest of the Related Person and (v) whether the transaction may involve a conflict of interest.

The Company’s General Counsel, or such other officer designated by the Board, serves as the “Compliance Officer” for purposes of the Policy. Directors and executive officers must inform the Compliance Officer at the earliest practicable time of any plan or proposal to engage in a potential Related Person Transaction and supply the Compliance Officer with full details regarding the terms and circumstances of such transaction, including information required to be supplied to enable the Audit Committee to make its determination, as provided for above. If the Compliance Officer is involved in a potential Related Party Transaction, he or she must inform the Chief Executive Officer and the Committee.

Further, the Policy requires that all Related Persons Transactions required to be disclosed in the Company’s filings with the SEC be so disclosed in accordance with applicable laws, rules and regulations. All transactions, including Related Persons Transactions involving amounts less than $120,000, are subject to the Company’s Code of Conduct, which contains provisions regarding potential conflicts of interest.

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DIRECTOR COMPENSATION

Our Compensation Committee oversees fee levels and other elements of compensation for our non-employee directors.

During fiscal year 2022, Messrs. Whiting, Graney, Christian, Frischkorn and Jones and Ms. Giacometto each received a monthly retainer of $12,500 in the form of cash and a restricted stock award on February 16, 2022 under the LTIP of 8,489 shares of common stock, which fully vested at year-end 2022. 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 2022 as well as additional material information in connection with such amounts.


Name	Fees Earned or Paid in Cash ($)	Stock Awards(1) ($)	Total ($)
Richard M. Whiting	150,000	132,853	282,853
Patrick C. Graney, III	150,000	132,853	282,853
C. Lynch Christian, II	150,000	132,853	282,853
David E. K. Frischkorn, Jr.	150,000	132,853	282,853
E. Forrest Jones, Jr.	150,000	132,853	282,853
Aurelia Skipwith Giacometto	150,000	132,853	282,853
Bryan H. Lawrence⁽²⁾	-	-	-
Peter Leidel⁽²⁾	-	-	-

(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 out LTIP to certain of our non-employee directors then in office as of February 16, 2022.

(2)	Mr. Lawrence and Mr. Leidel did not receive any compensation for serving as directors of the Company during fiscal year 2022.

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STOCK OWNERSHIP

The following table shows stock ownership of (a) each person who is known to us to own beneficially more than 5% of Ramaco Resources’ common stock, based solely on statements filed by such persons pursuant to Section 13(d) or 13(g) of the Exchange Act, and (b) each director or nominee for director, the Chief Executive Officer, the Chief Financial Officer, the other executive officers for whom we are providing detailed compensation information under “Executive Compensation Tables” and our current executive officers and directors as a group. Information for the executive officers and directors is given as of April 28, 2023 except as otherwise indicated. As of April 28, 2023, the Company had 44,414,085 shares of common stock issued, outstanding, and eligible to vote. Beneficial ownership is determined in accordance with Rule 13d-3 under the Exchange Act and, except as otherwise indicated, the respective holders have sole voting and investment powers over such shares.

All information with respect to beneficial ownership has been furnished by the respective 5% or more shareholders, directors or Named Executive Officers (as defined below), as the case may be. Unless otherwise noted, the mailing address of each listed beneficial owner is c/o Ramaco Resources, Inc., 250 West Main Street, Suite 1900, Lexington, Kentucky 40507. The address for Yorktown is 410 Park Avenue, Suite 1900, New York, New York 10022.


	Shares of Common Stock Beneficially O

SEC Form DEF 14A filed by Ramaco Resources Inc.