John C. Marcum
Ramaco ResourcesAbout John C. Marcum
John C. Marcum, age 61, is EVP for Production at Ramaco Resources (METC) since May 2024; he previously served as Chief Accounting Officer (July 2019–May 2024) and joined Ramaco as Controller in 2018. He holds a B.B.A. in Accountancy from Marshall University and an M.B.A. from Morehead State University, with prior senior accounting roles at Alpha Natural Resources and finance roles at Massey Energy, Magnum Coal, and ArcelorMittal Princeton Mining . Company performance context for incentive alignment: FY2024 Adjusted EBITDA was $105.8M vs $186.1M in FY2023; Net Income was $11.2M vs $82.3M in FY2023; the Company’s cumulative TSR (value of $100 investment) measured in the SEC “Pay vs Performance” framework was $387.59 in 2024 and $601.92 in 2023 .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Alpha Natural Resources | Vice President of Accounting | — | Led accounting; sector expertise in coal operations |
| Massey Energy | Accounting/finance management roles | — | Operational finance in Appalachian coal |
| Magnum Coal | Accounting/finance management roles | — | Post-Massey portfolio operations support |
| ArcelorMittal Princeton Mining | Accounting/finance management roles | — | Mining unit financial controls |
External Roles
- No external directorships or board committee roles disclosed for Mr. Marcum in the proxy .
Fixed Compensation
Summary Compensation (FY 2022–FY 2024):
| Metric | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Salary ($) | $450,000 | $550,000 | $580,000 |
| Bonus – Discretionary ($) | $319,050 | $297,000 | $332,000 |
| Non-Equity Incentive ($) | $243,450 | $445,500 | $498,000 |
| Stock Awards ($) | $490,779 | $1,636,732 | $1,280,102 |
| All Other Compensation ($) | $12,200 | $13,200 | $13,800 |
| Total ($) | $1,515,479 | $2,942,432 | $2,703,902 |
Annual Bonus Target and Actual (FY 2024):
| Base Salary | Target Bonus % | Target Amount | Actual Payout | Payout % of Target |
|---|---|---|---|---|
| $580,000 | 143% | $830,000 | $830,000 | 100% |
Performance Compensation
Annual Cash Bonus – Company Metrics (FY 2024):
| Metric | Weight | Threshold | Target | Maximum | Actual | Payout as % of Target |
|---|---|---|---|---|---|---|
| Adjusted EBITDA ($M) | 25% | $131 | $164 | $197 | $106 | 0% |
| Cost of Coal Sales per Ton ($/ton) | 15% | $103 | $96 | $90 | $93 | 124% |
| Safety – TRIR | 10% | 3.6 | 3.3 | 2.9 | 4.3 | 0% |
| Environmental – Net Exceedances | 10% | 31 | 24 | 20 | 4.0 | 200% |
| Aggregate Company Metric Earned | 60% total | — | — | — | — | 39% of company portion |
Equity Awards Granted (FY 2024):
| Award | Grant Date | # Shares | Grant-Date Fair Value | Vesting Schedule |
|---|---|---|---|---|
| RSUs | Feb 29, 2024 | 27,648 | $486,052 | 1/3 on 1/31/2025, 1/3 on 1/31/2026, 1/3 on 1/31/2027 |
| PSUs (TSR-relative) | Feb 29, 2024 | 27,648 target | $794,051 | Performance period 1/1/2024–12/31/2026; vest 0–200% based on TSR vs peer group (25th/50th/75th percentiles = 50%/100%/200%) |
Outstanding Equity (as of 12/31/2024):
| Grant Year | Type | Unvested # (Class A) | Unvested # (Class B) | Notes |
|---|---|---|---|---|
| 2024 | RSUs | 27,648 | — | Vests 2025–2027 |
| 2024 | PSUs (max) | 55,296 | — | Reported at maximum for disclosure; actual vesting 0–200% |
| 2023 | RSUs | 36,580 | 7,316 | RSUs include entitlement to 0.2 Class B per Class A share |
| 2023 | PSUs (max) | 109,740 | 21,948 | PSUs include Class B entitlement; performance period to 12/31/2025 |
Vesting Activity in FY 2024 (Supply Overhang Indicator):
| Security | Shares Vested (FY 2024) | Value Realized |
|---|---|---|
| Class A | 99,472 | $1,328,176 |
| Class B | 19,894 | $220,367 |
Equity Ownership & Alignment
Beneficial Ownership (as of 4/29/2025):
| Holder | Class A Shares | Class B Shares | Total | % of Class |
|---|---|---|---|---|
| John C. Marcum | 139,151 | 31,616 | 170,767 | <1% (each class) |
- Hedging prohibited by Insider Trading Policy; monetization/hedging transactions are not permitted .
- Pledging: No specific disclosure on pledging by Mr. Marcum found in proxy .
- Ownership guidelines: No executive stock ownership guideline disclosure found for NEOs in the proxy sections reviewed .
Employment Terms
Change-in-Control (CIC) Plan and Potential Payments (as of 12/31/2024):
| Scenario | Aggregate Cash Payment | Accelerated Vesting (Equity) | COBRA Payments |
|---|---|---|---|
| Qualifying Termination during CIC protected period | $4,382,600 | $2,871,651 | $30,873 |
| CIC without Qualifying Termination | — | $2,149,382 (PSUs deemed max, settle post-period) | — |
Key CIC Plan Terms:
- Protected period: 90 days before to 24 months after CIC; double-trigger required (CIC plus termination without cause or resignation for good reason) .
- Severance multiple: 2.5x for Tier 1/2 participants; 1.5x for Tier 3; plus prorated target bonus and 24 months of 401(k) equivalent matching in lump sum .
- RSUs: Unvested RSUs accelerate and vest upon Qualifying Termination in protected period .
- PSUs: If CIC occurs, PSUs deemed to vest at maximum and settle within five business days after performance period, subject to continued employment; if Qualifying Termination, PSUs treated as time-based and accelerate at maximum .
- Restrictive covenants: Non-compete and non-solicit apply for 12 months post-termination; severance contingent on release of claims and covenant compliance .
- Clawback: Dodd-Frank restatement recoupment policy effective Oct 2, 2023 covers incentive comp for prior three fiscal years .
- Tax gross-ups: Company does not provide excise tax gross-ups to executive officers .
- Employment agreements: Company has not entered into individual employment agreements with NEOs .
Performance & Track Record
- Company performance context used for incentives: Adjusted EBITDA was $105.8M in 2024 vs $186.1M in 2023; Net Income was $11.2M in 2024 vs $82.3M in 2023; Company TSR (value of $100 investment) measured under SEC framework was $387.59 (2024) and $601.92 (2023) .
- Compensation peer group anchors PSUs to TSR percentiles (target at 50th; max at 75th or greater) across coal/extraction peers (e.g., Peabody, Arch, Warrior Met Coal, CONSOL, Alpha Metallurgical, etc.) .
Compensation Committee & Benchmarking
- Compensation Committee (independent) retained Meridian Compensation Partners as consultant; peer group spans coal and select extraction companies due to limited public coal universe .
- Annual cash bonus structure: 60% Company metrics (Adjusted EBITDA, cost per ton, safety TRIR, environmental compliance) and 40% individual performance .
Risk Indicators & Red Flags
- Hedging prohibited for insiders; mitigates misalignment risk .
- Clawback policy in place; addresses financial restatement risk .
- No excise tax gross-ups; shareholder-friendly severance terms .
- Material weaknesses in internal control disclosed for prior years (company-level; addressed with auditor transitions), but no executive-specific legal proceedings disclosed for Mr. Marcum in proxy sections reviewed .
Compensation Peer Group (for PSUs)
| Peer Group (2024) | Notables |
|---|---|
| Alliance Resource Partners; Alpha Metallurgical Resources; Arch Resources; Berry; Compass Minerals; CONSOL; Coronado Global Resources; Hallador; Peabody; Piedmont Lithium; Ring Energy; SunCoke; Talos; Tellurian; Warrior Met Coal | PSUs measure METC TSR vs this group; thresholds at 25th/50th/75th percentiles for 50%/100%/200% vesting |
Say-on-Pay & Shareholder Feedback
- Annual advisory Say-on-Pay vote; next frequency reset anticipated in 2029 per 2023 vote to maintain annual cadence .
Expertise & Qualifications
- Education: B.B.A. (Marshall), M.B.A. (Morehead State) .
- Technical/functional: Senior accounting leadership in coal; long-tenured finance/control roles across major Appalachian coal operators .
- Tenure at METC: Controller (2018), Chief Accounting Officer (2019–2024), EVP Production (since May 2024) .
Work History & Career Trajectory
| Organization | Role | Tenure (if disclosed) | Notes |
|---|---|---|---|
| Ramaco Resources | EVP Production; Chief Accounting Officer; Controller | Since 2018 | Progression from Controller to C-suite operational EVP |
| Alpha Natural Resources | VP Accounting | — | Senior leadership in sector accounting |
| Massey Energy; Magnum Coal; ArcelorMittal Princeton Mining | Accounting/finance management | — | Multi-company operational finance exposure |
Compensation Structure Analysis
- Shift to performance-linked equity: Introduction of PSUs in 2024 increases at-risk, TSR-tied pay versus prior reliance on time-based equity .
- 2024 annual bonus outcomes: Company metric portion earned only 39% due to EBITDA and safety misses, partially offset by cost per ton and environmental performance; individual component delivered full payout for Marcum (total 100% of target) .
- Equity mix: Significant outstanding PSUs for 2023 and 2024 cycles (potential 0–200% vest), creating performance-dependent upside and retention hooks through 12/31/2025 and 12/31/2026 .
Equity Ownership & Alignment Details
| Category | Detail |
|---|---|
| Total beneficial ownership | 170,767 shares (Class A 139,151; Class B 31,616); <1% ownership |
| Unvested RSUs | 27,648 (2024 grant); 36,580 (2023 grant); corresponding Class B entitlements 0.2/share for 2023 awards |
| Unvested PSUs (max disclosure) | 55,296 (2024 cycle); 109,740 (2023 cycle); corresponding Class B entitlements 0.2/share for 2023 awards |
| 2024 vesting realized | 99,472 Class A; 19,894 Class B; $1.55M combined value realized |
| Hedging/pledging | Hedging prohibited; pledging not disclosed |
Employment Terms – Additional Provisions
- No individual employment agreement; compensation and severance governed by Company plans/policies .
- Non-compete/non-solicit for 12 months post-termination under CIC Plan; COBRA coverage up to 18 months at active employee rate .
- LTIP permits Board adjustments on awards in CIC/events (acceleration/cash-out/cancellation) to reflect transaction mechanics .
Investment Implications
- Near-term supply from scheduled RSU vesting on January 31, 2026 and January 31, 2027, plus PSU settlements tied to TSR cycles ending December 31, 2025 and December 31, 2026 may create insider selling pressure windows; monitor Form 4s around these dates .
- Strong retention via double-trigger CIC benefits and significant unvested PSUs; PSU design aligns upside with relative TSR versus coal/extraction peers, adding performance sensitivity in equity comp .
- Pay-for-performance discipline: 2024 bonus company portion earned only 39% due to EBITDA and safety underperformance, indicating Committee willingness to reduce payouts on misses; individual component brought Marcum to 100% target overall .
- Alignment considerations: Direct share ownership is <1% of outstanding; alignment primarily via unvested RSUs/PSUs rather than large personal stock stakes; hedging prohibited reduces misalignment risk; no excise tax gross-ups .