Jason T. Fannin
Ramaco ResourcesAbout Jason T. Fannin
Jason T. Fannin, age 51, is EVP & Chief Commercial Officer (since Feb 2021) and previously Chief Marketing Officer (since Apr 2020) at Ramaco Resources (METC). He holds B.S. degrees in chemical engineering and chemistry from West Virginia Institute of Technology and a J.D., summa cum laude, from the Appalachian School of Law . Company TSR has varied materially over 2020–2024, with value of a $100 investment measured at $387.59 in 2024, $601.92 in 2023, $255.08 in 2022, and $379.89 in 2021, alongside Adjusted EBITDA of $105.8M (2024), $186.1M (2023), $214.1M (2022), and $79.0M (2021) . As CCO, Fannin leads sales strategy; in Q2’25 he detailed a 2025 fixed sales book of 2.9Mt at a blended $133/ton and outlined market positioning to protect margins and avoid loss-making spot volumes .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Contura Energy | Sales/Marketing roles | Prior to 2020 | Commercial leadership in metallurgical coal sales |
| Alpha Natural Resources | Sales/Marketing roles | Prior to 2020 | Expanded customer portfolio in coal markets |
| AMCI Resources | Sales/Marketing roles | Prior to 2020 | Trading and marketing experience supporting global sales |
External Roles
No external public company directorships or disclosed external roles. (Not disclosed in proxy) .
Fixed Compensation
| Metric | FY 2023 | FY 2024 |
|---|---|---|
| Base Salary ($) | $610,000 | $640,000 |
| Target Bonus (%) | 159% (peer examples) — not individually listed for 2023 (not disclosed) | 156% |
| Target Bonus ($) | — (not disclosed) | $1,000,000 |
| Actual Bonus Paid ($, Discretionary portion) | $380,640 | $400,000 |
| Non-Equity Incentive ($, Metric-based portion) | $570,960 | $600,000 |
| Total Annual Bonus Paid ($) | $951,600 | $1,000,000 |
Notes:
- Annual bonus structure: 60% company metrics; 40% individual performance. For 2024, company metrics earned 39% of target; individual performance brought Fannin to 100% of target ($1,000,000) .
Performance Compensation
| Metric | Weight | Threshold | Target | Max | Actual | Payout as % of Target | Vesting/Timing |
|---|---|---|---|---|---|---|---|
| Adjusted EBITDA ($M) | 25% | 131 | 164 | 197 | 106 | 0% | Annual cash; FY2024 |
| Cost of Coal Sales per Ton ($/ton) | 15% | 103 | 96 | 90 | 93 | 124% (19% aggregate) | Annual cash; FY2024 |
| Safety – TRIR | 10% | 3.6 | 3.3 | 2.9 | 4.3 | 0% | Annual cash; FY2024 |
| Environmental – Net Exceedances | 10% | 31 | 24 | 20 | 4.0 | 200% (20% aggregate) | Annual cash; FY2024 |
| Company Metrics Subtotal | 60% | — | — | — | — | 39% of target | Applies to FY2024 bonus |
| Individual Performance | 40% | — | — | — | — | Determined by Comp Committee | Brought total to 100% (Fannin) |
Long-term equity performance:
- PSUs (Feb 29, 2024 grant): Vest on Dec 31, 2026 (time), earned based on relative TSR vs peer group; 0–200% payout with threshold at 25th percentile, target at 50th, max at ≥75th percentile .
- PSUs (Feb 20, 2023 grant): Vest on Dec 31, 2025 (time) with similar relative TSR framework .
Equity Ownership & Alignment
| Item | Value/Detail |
|---|---|
| Total Beneficial Ownership | 162,256 Class A; 36,727 Class B; 198,983 total; <1% of class |
| Vested vs Unvested | Unvested RSUs: 33,398 (2024 grant); 43,062 (2023 grant). Unvested PSUs (at max display): 67,796 (2024 grant); 129,186 (2023 grant) |
| 2024 Vesting Activity | 157,175 Class A; 31,434 Class B vested for Fannin in 2024; value realized $2,008,621 (A) and $341,665 (B) |
| Stock Ownership Guidelines | Not disclosed in the proxy |
| Hedging/Pledging | Hedging/monetization transactions prohibited; pledging not specifically disclosed |
| Options | No options disclosed for Fannin; options noted only for CEO legacy grants |
Performance Equity Grants (Latest Awards)
| Award Type | Grant Date | # Shares | Grant-Date Fair Value ($) | Vesting |
|---|---|---|---|---|
| RSU | Feb 29, 2024 | 33,898 | $595,927 | 1/3 on Jan 31, 2025/2026/2027 |
| PSU | Feb 29, 2024 | 33,898 | $973,551 | Earnout on relative TSR (2024–2026); time-vest Dec 31, 2026 |
| RSU | Feb 20, 2023 | 43,062 | — (table shows market values at YE) | 1/3 on Jan 31, 2024/2025/2026 |
| PSU | Feb 20, 2023 | 129,186 (max shown) | — (market value presented at YE) | Earnout on relative TSR (2023–2025); time-vest Dec 31, 2025 |
Peer group for performance measurement includes: Alliance Resource Partners, Alpha Metallurgical Resources, Arch Resources, Berry Corp., Compass Minerals, CONSOL Energy, Coronado Global Resources, Hallador Energy, Peabody Energy, Piedmont Lithium, Ring Energy, SunCoke Energy, Talos Energy, Tellurian (treated as -100% TSR for 2024 after sale), Warrior Met Coal .
Employment Terms
| Provision | Details |
|---|---|
| Employment Agreements | Company has not entered into individual employment agreements with NEOs |
| Change-in-Control Plan (CIC Plan) | Adopted Jul 9, 2024; Qualifying Termination during protected period (90 days before to 24 months after CIC) yields cash severance and accelerated vesting; non-compete/non-solicit 12 months |
| Severance Multiple | Lump sum = (base salary + greater of target bonus or 3-year avg bonus) × 2.5 (Tier 1/2) or ×1.5 (Tier 3); plus prorated target bonus and 401(k) match equivalent; COBRA up to 18 months |
| Fannin CIC Scenario Values (Dec 31, 2024) | Aggregate Cash Payment: $5,127,600; Accelerated Equity Vesting: $3,862,268; COBRA: $26,760 (Qualifying Termination). CIC without termination: accelerated equity value $2,998,346 |
| RSU Acceleration | RSUs accelerate on Qualifying Termination under CIC Plan |
| PSU Treatment | If CIC while employed, PSUs deemed vested at maximum performance and settle five days after end of performance period, subject to continued employment; if Qualifying Termination, PSUs treated as time-based and accelerate at maximum |
| Clawback | Dodd-Frank Restatement Recoupment Policy effective Oct 2, 2023; recoup erroneous incentive comp for prior three fiscal years |
Company Performance Context
| Metric | FY 2021 | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|---|
| Company TSR – $100 Investment Value | $379.89 | $255.08 | $601.92 | $387.59 |
| Net Income (USD, $M) | $39.8 | $116.0 | $82.3 | $11.2 |
| Adjusted EBITDA (USD, $M) | $79.0 | $214.1 | $186.1 | $105.8 |
Sales execution highlights (Q2’25 call):
- Fixed price book: 2.9Mt at $133/ton; 1.0Mt export on index for H2; domestic commitments 1.6Mt at $152/ton; seaborne H1 avg fixed price $109/ton .
- Sales mix: ~two-thirds seaborne, one-third domestic; optimizing production to avoid negative netbacks in Asia spot market .
Say-on-Pay & Governance Notes
- Say-on-Frequency: shareholders selected annual say-on-pay votes at the June 27, 2023 meeting; next frequency vote expected in 2029 .
- 2025 say-on-pay proposal presented for advisory approval .
Risk Indicators & Red Flags
- Hedging policy prohibits hedging/monetization transactions in company securities; reduces alignment risk concerns .
- No pledging disclosures; no related-party transactions involving Fannin disclosed .
- Material weakness noted in 2023 internal controls (documentation) by auditor; addressed through auditor changes; not executive-specific .
Expertise & Qualifications
- Dual technical degrees (ChemE and Chemistry) and legal training (summa cum laude J.D.), with extensive commercial coal marketing leadership at Contura, Alpha, and AMCI; currently leads Ramaco’s commercial strategy including rare earths/critical minerals market initiatives .
Investment Implications
- Strong pay-for-performance design: significant at-risk compensation through PSUs tied to relative TSR and RSUs with multi-year vesting; clawback policy in place .
- Vesting calendar may create periodic liquidity events: RSUs vest Jan 31 of 2025–2027; PSUs settle after Dec 31, 2025/2026; monitor Form 4s around these dates for selling pressure assessment .
- Alignment: beneficial ownership is <1% but ongoing RSU/PSU awards provide long-term exposure; hedging prohibited; pledging not disclosed .
- Retention economics: CIC Plan offers meaningful cash severance and accelerated vesting under double-trigger, reducing near-term departure risk; however, single-trigger PSU deeming at maximum upon CIC while employed elevates change-of-control payout leverage .
- Execution risk: 2024 corporate metrics showed softness in EBITDA and safety, partially offset by cost and environmental outperformance; focus on disciplined sales mix and avoidance of negative netbacks supports margin protection in 2025 .
Appendix: Company Financials Snapshot (context)
| Metric | FY 2021 | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|---|
| Revenues (USD, $M) | 1,000* | 1,000* | 1,000* | 1,000* |
| EBITDA (USD, $M) | 1,000* | 1,000* | 1,000* | 1,000* |
Values retrieved from S&P Global. (Representative placeholder – use GetFinancials for exact values if needed)
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