E. Forrest Jones, Jr.
Ramaco ResourcesAbout E. Forrest Jones, Jr.
E. Forrest Jones, Jr. is a lawyer and former Ramaco Resources (METC) director who became General Counsel effective May 1, 2025; he previously served on the board from January 2021 until his resignation on March 14, 2025 . He is 73 years old, holds a B.A. in American History (University of Virginia), a B.S. in Business Administration and a J.D. from West Virginia University, and was licensed to practice law in 1977 . Company performance context during his recent tenure: Ramaco’s 2024 total shareholder return (TSR) reached $387.59, with net income of $11.2 million and Adjusted EBITDA of $105.8 million, reflecting mixed operational results but strong stock performance versus peers .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Jones & Associates (Charleston, WV) | Owner and Manager (corporate/business law focused on coal regulatory matters) | 1977–present (licensed in 1977; firm tenure not separately dated) | Provided corporate and regulatory counsel across coal industry clients, positioning as sector specialist . |
| Hall, Albertson and Jones | Partner | 1977–1988 | Built legal practice foundation across corporate matters . |
| Pickands Mather & Company | General Field Counsel | Not disclosed | Supported operational and regulatory needs for mining-related operations . |
| W-P Coal Company | General Field Counsel | Not disclosed | Coal sector regulatory advisory . |
| Agipcoal USA, Inc.; Agipcoal America Inc. | General Field Counsel | Not disclosed | Regulatory and corporate counsel for coal businesses . |
| Costain Coal Inc. | General Field Counsel | Not disclosed | Legal counsel for coal company operations . |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| U.S. Courts (WV Circuit, WV Supreme Court of Appeals, U.S. District Court for S.D.WV, U.S. Court of Appeals for 4th Circuit) | Admitted to practice | Not disclosed | Jurisdictional admissions underpin federal and state litigation capacity . |
Board Governance
- Committee service: Environmental, Health & Safety (Chair), Finance & Investment, Technology (2023); continued service on Environmental, Health & Safety, Finance & Investment, Technology until resignation effective March 14, 2025 .
- Meeting attendance: All directors attended more than 75% of Board and committee meetings in 2024; all directors attended the 2024 annual meeting .
Fixed Compensation
Director compensation (cash + equity) while serving on the Board:
| Metric | 2023 | 2024 |
|---|---|---|
| Fees Earned or Paid in Cash ($) | $150,000 | $150,000 |
| Stock Awards ($) | $101,729 | $93,121 |
| Total ($) | $251,729 | $243,121 |
Director equity grant detail and vesting:
| Grant Date | Award Type | Shares Granted | Grant-Date Fair Value ($) | Vesting Schedule |
|---|---|---|---|---|
| Feb 20, 2023 | Restricted Stock under LTIP | 9,588 | Included in $101,729 total for directors | Fully vested in Jan 2024 |
| Feb 29, 2024 | Restricted Stock under LTIP | 5,297 | Included in $93,121 total for directors | Fully vested in Jan 2025 |
Performance Compensation
- No performance-conditioned (PSU/TSR) awards are disclosed for Jones as a director; awards were time-based restricted stock with scheduled vesting (Jan 2024; Jan 2025) .
- Company’s annual executive bonus metrics (for NEOs, not Jones) were Adjusted EBITDA, cash cost per ton, safety TRIR, and environmental compliance; Jones is not listed among NEOs in 2023–2024 .
Equity Ownership & Alignment
Beneficial ownership while a director (as of April 29, 2024):
| Class | Shares | Notes |
|---|---|---|
| Class A Common | 55,324 | Voting and investment power per Rule 13d-3 . |
| Class B Common | 10,005 | Class B created via 2023 restructuring; holders receive 0.2 Class B per vested Class A under prior awards . |
| Total | 65,329 | Less than 1% of class . |
Alignment and risk policies:
- Hedging of company securities is prohibited by the Insider Trading Policy; monetization/derivative hedges are barred to align insider risk with shareholders .
- Pledging of company stock is not discussed; no pledging disclosures are provided in the proxy .
- Stock ownership guidelines for directors/executives are not disclosed in the proxy; compliance status not available .
Employment Terms
- Appointed General Counsel effective May 1, 2025; concurrently designated Director Emeritus upon board resignation effective March 14, 2025 .
- No individual employment agreement, base salary, or bonus targets for General Counsel are disclosed; Jones is not listed among Named Executive Officers (NEOs) and thus detailed executive compensation tables do not cover him .
- Company CIC Severance Plan (amended July 9, 2024) provides, for participating executives, lump-sum severance of 2.5x salary+bonus (tiers 1–2; 1.5x for tier 3), prorated target bonus, accelerated vesting of time-based equity, COBRA support, and a 401(k) matching cash payment; participation for Jones is not disclosed .
Related Party Transactions
- The company accrued $72,810 for legal services from Jones & Associates in 2024 (Jones owned/managed firm) .
- In 2023, the company paid $608,000 to Jones & Associates for legal services .
- The Audit Committee oversees related-party transactions under the Related Persons Transactions Policy, assessing arm’s-length terms and conflict mitigation .
Performance & Track Record (Company Context)
- 2024 Pay vs Performance disclosure: PEO CAP vs SCT reflects equity valuation dynamics; company TSR $387.59 versus peer TSR $188.14, with net income $11.2M and Adjusted EBITDA $105.8M, indicating outperformance on TSR amid lower profitability versus prior years .
- Key financial performance metric selected by the Compensation Committee is Adjusted EBITDA; definitions and adjustments disclosed for comparability .
Investment Implications
- Near-term selling pressure: Two director equity grants for Jones vested within 12–24 months (Jan 2024 and Jan 2025) totaling 14,885 shares; while modest relative to Ramaco’s 54.7 million total outstanding shares as of April 29, 2025, vesting events can create incremental liquidity around those dates .
- Governance and conflicts: Recurring related-party legal services (Jones & Associates) pose perceived conflict risks; however, transactions are subject to the Related Persons Transactions Policy and Audit Committee review for arm’s-length terms .
- Alignment: Hedging prohibitions improve alignment; lack of pledging disclosures suggests no known collateralization risk, but absence of formal ownership guidelines disclosure limits assessment of “skin-in-the-game” expectations for General Counsel .
- Retention/contract economics: CIC plan is robust for participating executives, with accelerated vesting and 2.5x cash severance at change-in-control; Jones’s participation is not disclosed, leaving retention economics opaque for his role as General Counsel .
Net: Jones’s transition from director to General Counsel adds legal stewardship continuity; small equity vesting events and related-party services are worth monitoring for optics, but formal policies and committee oversight mitigate governance risk .