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 26, 2024
and Proxy Statement

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April 29, 2024

Dear Fellow Shareholders:

We are pleased to invite you to attend our annual shareholder meeting, which is scheduled to be held on June 26, 2024, at 1:30 p.m. Eastern Time. 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/METC2024. 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, to participate in advisory votes to approve our executive compensation, and to vote against a shareholder proposal regarding simple majority voting, 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 of our Class A common stock and Class B common stock (together, the “Common Stock”) at the close of business on April 29, 2024, or their proxy holders, may vote at the meeting. Attendance at the meeting is limited to shareholders of our Common Stock or their proxy holders and Ramaco Resources’ guests. Only shareholders of our Common Stock 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 of Common Stock 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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	2024 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?	3
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	5
Nominees for Directors	5
CORPORATE GOVERNANCE	10
Criteria for Director Nominations	10
Board Diversity	11
Director Independence	11
Code of Conduct and Financial Code of Ethics	12
Conflicts of Interest and Related-Party Transactions	12
Insider Trading Policy and Policy with Respect to Hedging Transactions	12
Board Leadership	13
The Board’s Role in Risk Oversight	13
Director Attendance	14
Board Organization and Committees	14
Executive Sessions of the Board	16
Determining Executive and Director Compensation	17
Compensation Committee Interlocks and Insider Participation	17

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Shareholder Communications with Directors	17
Website Availability of Documents	17
RELATED PARTY TRANSACTIONS	17
Historical Transactions with Affiliates	17
Ramaco Coal, LLC	17
Ramaco Coal Acquisition	18
Other Transactions	18
Review, Approval or Ratification of Transactions With Related Persons	18
DIRECTOR COMPENSATION	21
Director Compensation Table	21
STOCK OWNERSHIP	22
NAMED EXECUTIVE OFFICERS	25
EXECUTIVE COMPENSATION	26
Compensation Discussion and Analysis	26
Compensation Philosophy and Objectives	26
Compensation Committee Procedures and Role of Compensation Consultant	27
Elements of Compensation	27
Pay Mix	28
Base Salary	28
Annual Cash Incentive Bonus	29
Long Term Equity-Based Compensation	31
Other Executive Benefits and Perquisites	32
Severance and Change in Control Benefits	32
Recoupment (Clawback) Policy	32
Section 162(m) Compliance	33
Section 409A Considerations	33
Accounting for Stock-Based Compensation	33
Shareholder Say-on-Frequency and Say-on-Pay Advisory Vote	33
Risk Assessment	34
Compensation Committee Report	34
Summary Compensation Table for 2023	34
2023 Grants of Plan-Based Awards	35
Outstanding Equity Awards at 2023 Fiscal Year-End	36
Options Exercised and Stock Vested in the 2023 Fiscal Year	38
Potential Payments Upon Termination or a Change in Control	38

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2023 RSU and PSU Awards	39
EQUITY COMPENSATION PLAN INFORMATION	41
PAY VERSUS PERFORMANCE	42
SCT Compared to CAP	42
Comparative Disclosure	45
Financial Performance Measures	47
PAY RATIO	48
REPORT OF THE AUDIT COMMITTEE	49
INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM	50
Changes in Independent Public Accountants	50
Principal Accounting Firm Fees	53
Audit Committee Policies and Procedures for Preapproval of Audit and Non-Audit Services	53
ITEM 2: ADVISORY VOTE ON EXECUTIVE COMPENSATION	54
ITEM 3: ADVISORY VOTE ON SIMPLE MAJORITY VOTING	55
GENERAL INFORMATION	58
Shareholder Proposals for 2025 Annual Meeting	58
Delinquent Section 16(a) Reports	58
Householding of Annual Meeting Materials	58
Annual Report to Shareholders	59

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 2024 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 2024 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 and vote at the Annual Meeting by visiting www.virtualshareholdermeeting.com/METC2024 and using your 16-digit control number.

TIME AND DATE

1:30 p.m. Eastern Time on June 26, 2024 (“Annual Meeting”).

LOCATION

www.virtualshareholdermeeting.com/METC2024

ITEMS OF BUSINESS

●

To elect the three nominees named in the Proxy Statement as directors to hold office until the 2027 Annual Meeting of Shareholders;

●

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

●

To consider and vote upon, on an advisory basis, the shareholder proposal regarding simple majority voting, if properly presented at the Annual Meeting; 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 of our Class A common stock and Class B common stock (together, the “Common Stock”) at the close of business on April 29, 2024, are entitled to vote on the matters presented at the Annual Meeting.

PROXY VOTING

Our Board of Directors is soliciting proxies from holders of our Common Stock to be voted at the Annual Meeting of Shareholders. Each share of Common Stock 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 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

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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 for the year ended December 31, 2023, to you online with paper copies available, free of charge, upon request.

On or about April 29, 2024, 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 29, 2024

Important Notice Regarding the Availability of Proxy Materials
for the Annual Shareholder Meeting to be Held on June 26, 2024:

The notice of Annual Meeting of Shareholders, Proxy Statement and 2023 Annual Report to
Shareholders are available electronically at www.proxyvote.com

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	2024 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/METC2024.

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 5	FOR each nominee
Item 2: Advisory vote on executive compensation	Page 54	FOR
Item 3: Simple Majority Voting	Page 55	AGAINST

Who may vote?

Shareholders of record of our Class A common stock and our Class B common stock (together, the “Common Stock”) at the close of business on April 29, 2024, may vote at the meeting. Holders of Class A common stock and Class B common stock vote together as a single class on all matters submitted to a vote of the stockholders. As of April 29, 2024, there was a total of 53,089,357 shares of our Common Stock outstanding, consisting of 44,263,429 shares of Class A common stock and 8,825,928 shares of Class B common stock.

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 2023 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 prior to the meeting, by regular mail or by attending and voting at the virtual meeting by visiting www.virtualshareholdermeeting.com/METC2024. 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:

SEC Form DEF 14A filed by Ramaco Resources Inc.