Business Context and Reporting Period
This Form 8-K Current Report was filed by Ramaco Resources, Inc. on March 14, 2025, with the earliest event reported on the same date. The filing addresses significant changes in corporate governance and executive leadership, specifically the resignation of a director and the appointment of new officers and directors.
Key Financial Metrics
The filing does not report consolidated revenue, profit, cash flow, margins, debt, or liquidity metrics. Financial data is limited to specific compensation arrangements and historical legal fees:
- Legal Fees: Fees paid to Jones & Associates in 2024 totaled $0.1 million.
- Executive Compensation (Evan H. Jenkins, FY 2024): Base salary of $500,000, incentive bonus of $650,000, 39,599 restricted stock units, and 39,599 performance stock units.
- Executive Compensation (Evan H. Jenkins, Current): Annual base salary of $600,000 with eligibility for performance-based cash bonuses.
- Executive Compensation (E. Forrest Jones, Jr., New Role): Annual base salary of $500,000 with eligibility for performance-based cash bonuses and long-term incentive awards.
Material Changes
The filing details the following material changes effective March 14, 2025:
- Director Resignation: E. Forrest Jones, Jr. resigned from the Board of Directors and all committee memberships (Environmental, Health and Safety; Finance and Investment; Technology). The resignation was not due to any disagreement with the Company.
- Director Appointment: Evan H. Jenkins, the current General Counsel and Secretary, was appointed to the Board to fill the vacancy left by Mr. Jones. He was also appointed Vice-Chairman of the Board as a non-independent member.
- General Counsel Transition: Mr. Jenkins will continue as General Counsel until approximately April 30, 2025. E. Forrest Jones, Jr. was appointed as the new General Counsel, effective on or about May 1, 2025.
- Honorary Title: Mr. Jones was granted the title of Director Emeritus.
Outlook, Risks, and Unusual Items
Management Commentary and Compensation Structure:
- Mr. Jones's new compensation package includes a guaranteed cash bonus for fiscal year 2025 if he remains employed when bonuses are paid.
- Mr. Jones will receive 50% of his 2025 Long-Term Incentive Plan award at the commencement of his employment, valued based on stock prices at the close of the market on April 30, 2025.
- An indemnification agreement will be entered into with Mr. Jones effective on his start date as General Counsel.
Risks and Contingencies: The filing states there are no disagreements regarding the resignation of Mr. Jones. No other material risks or contingencies are disclosed in this specific report.
Investor Verification Checklist
- Verify the exact start date for E. Forrest Jones, Jr. as General Counsel (expected on or about May 1, 2025).
- Confirm the final composition of the Board of Directors following the appointment of Evan H. Jenkins.
- Review the specific terms of the Long-Term Incentive Plan award granted to Mr. Jones, particularly the vesting conditions and the valuation date of April 30, 2025.
- Monitor the transition of the General Counsel role to ensure continuity of legal operations between April 30 and May 1, 2025.