Ramaco Resources Inc

This proposal requests shareholder approval to amend the LTIP to increase the authorized pool of Class A common stock available for awards by 4,000,000 shares (from 10,937,425 to 14,937,425 shares). Management seeks the increase to provide sufficient capacity for future equity grants—RSUs, PSUs, restricted stock, options and other awards—claiming the LTIP is the company’s sole active equity incentive plan and that additional shares are necessary to attract, retain and motivate employees, officers and non-employee directors in competitive labor markets. The proxy discloses that as of the record date 2,668,501 shares remained available and that the proposed post-amendment available total would be 6,668,501 shares, representing an overhang calculation management estimates at approximately 15% on a fully diluted basis. The Board frames the amendment as routine capitalization of the incentive program to support multi-year grant practices (including performance-based PSUs and time-based RSUs) and to preserve flexibility for compensation and retention strategies. Material governance considerations include potential dilution to existing shareholders, the size of the overhang relative to peers, and how the Company accounts for and intends to use awards (e.g., prevalence of performance-vested PSUs tied to TSR versus time-based awards). The Board recommends FOR and justifies the amendment by reference to succession, retention, and the need to maintain an effective long-term incentive vehicle; it also notes LTIP adjustments are subject to anti-dilution mechanics and shareholder oversight. Risk considerations for investors include dilution, potential upward pressure on executive pay opportunity, and the degree to which awards are performance-conditioned; the filing notes limits on per-employee awards and describes the Compensation Committee’s discretion and governance processes. Given the Company’s disclosed grant practices (mix of RSUs and PSUs, recent grants and historical usage), the amendment is positioned as intended to cover expected near-term grant needs and to avoid the need for more frequent shareholder proposals to replenish the plan.

This management-sponsored, non-binding advisory proposal asks shareholders to approve the Company’s executive compensation as disclosed in the proxy statement (the ‘say-on-pay’ vote). Management explains the program’s design—mix of base salary, annual incentive cash bonuses tied to corporate and individual metrics, and long-term equity awards (time-based RSUs and performance-based PSUs tied to relative TSR versus a defined peer group)—and emphasizes alignment with shareholder interests through performance-based equity and multi-year vesting. The Compensation Committee has adopted governance controls including use of an independent consultant, per-employee award limits, a clawback policy, and a change-in-control severance plan; it also reports that executive pay decisions are informed by a peer group and targeted to retain key talent. The Board notes that the advisory vote is not binding but will be considered in future compensation decisions and that shareholders previously voted to hold the say-on-pay vote annually. The key investor considerations are whether realized pay and pay outcomes (including CAP vs SCT disclosures, pay-versus-performance tables, and disclosure of incentive metrics and outcomes) appropriately reflect corporate performance and shareholder returns, given recent volatility in adjusted EBITDA and TSR relative to peers. Management’s rationale for asking for approval is to validate its compensation philosophy and maintain the current multi-component program; the Board recommends FOR while reserving the right to adjust programs in response to shareholder feedback. For sophisticated evaluation, assess the degree to which PSU design (relative TSR vs peer group), dilution from equity grants, and realized bonus payouts correspond to long-term value creation and governance best practices (including clawbacks, single-trigger vs double-trigger CIC provisions, and per-employee caps).