Joseph Manchin III

About Joseph Manchin III

Joseph Manchin III (age 77) joined Ramaco Resources’ (METC) Board in April 2025 as an independent director. He is a former U.S. Senator for West Virginia (2010–2025), including Chair of the Senate Energy & Natural Resources Committee, and previously served as Governor of West Virginia (2005–2010) and Secretary of State (2001–2005). He holds a B.A. in business administration from West Virginia University and currently serves as a director of Athene Holding Ltd. (since Feb 2025) and adviser to Apollo (since Feb 2025) .

Past Roles

External Roles

Board Governance

• Independence status: Board determined Manchin is independent under Nasdaq rules; Board has a majority of independent directors .
• Committee assignments (and 2024 meeting cadence for context):
  • Technology Committee – Chair (4 meetings in 2024) .
  • Finance & Investment Committee – Member (3 meetings in 2024) .
  • Nominating & Corporate Governance Committee – Member (2 meetings in 2024) .
• Attendance: The Board met 4 times in 2024 and all directors then serving attended >75% of Board/committee meetings; Manchin joined in April 2025 and did not appear at any 2024 meetings (N/A for 2024) .
• Executive sessions of independent directors are held on a scheduled basis without management present .
• Committee oversight responsibilities (select): Finance & Investment (capital assets and financing strategy); Technology (coal technologies, IP, alternative uses for coal); Nominating & Governance (director recruitment and governance guidelines) .

Fixed Compensation

• Director-specific 2025 compensation for Manchin was not disclosed in the 2025 proxy (he joined April 2025) .
• Context – 2024 independent director structure (for directors serving then): cash fees of $125,000 (board) plus $25,000 for committee chair roles; each such director received a restricted stock award of 5,297 shares on Feb 29, 2024 that fully vested in Jan 2025 (aggregate grant-date fair value per director: $93,121) .

Manchin did not receive 2024 director compensation, as he joined the Board in April 2025 .

Performance Compensation

• Independent directors are not paid performance-based bonuses; 2024 equity grants to independent directors were time-based restricted stock that vested in Jan 2025 .

Other Directorships & Interlocks

• Current public company board: Athene Holding Ltd. (director since Feb 2025; member of legal and regulatory committee) .
• Advisory role: Apollo (since Feb 2025). While these roles create potential perceived conflicts due to Apollo/Athene affiliations, METC’s Board determined Manchin is independent, and METC’s Audit Committee reviews related-person transactions under a formal policy .

Expertise & Qualifications

• Energy policy and regulatory expertise from service as U.S. Senator (Chair, Energy & Natural Resources) with bipartisan approach; focus on energy security, “all-of-the-above” strategy, and innovation across coal, natural gas, and renewables .
• Executive/public sector leadership (Governor, Secretary of State); economic development and governance credentials .
• Education: B.A., Business Administration, West Virginia University .

Equity Ownership

• Shares outstanding as of Apr 29, 2025: 44,407,741 Class A and 10,285,469 Class B (total 54,693,210) .

Governance Assessment

• Strengths
  • Independence and committee leadership: Independent director with chair role on Technology Committee and seats on Finance & Investment and Nominating & Governance—positions that influence capital allocation, technology/IP strategy, and board refreshment .
  • Relevant domain expertise: Deep energy policy and regulatory experience should enhance board oversight of EHS/regulatory risk and long-term strategy in coal and technology initiatives .
  • Policies: Insider hedging is prohibited; related-party transactions are subject to Audit Committee review per formal policy—both supportive of alignment and conflict management .
• Watch items
  • External affiliations: Service on Athene’s board and advisory role to Apollo present potential perceived conflicts; no related-party transactions involving Manchin are disclosed, and the Board affirms his independence—monitor for any METC-Apollo/Athene dealings and ensure ongoing recusal where appropriate .
  • Ownership alignment: Beneficial ownership is modest (<1%); no disclosure of stock ownership guidelines for directors in the proxy—investors may seek clarity on director ownership expectations over time .
  • Control environment: The company disclosed a material weakness in internal control over financial reporting for 2023 (documentation of accounting policies/controls). Although remediations can follow, the Board’s audit oversight remains a priority area for monitoring .
  • Related-party context: Disclosed family-related payments in 2024 (to entities related to the CEO) underscore the importance of strict enforcement of the Related Persons Transactions Policy—no such transactions involve Manchin per the disclosures .

Overall implication: Manchin’s independence, committee leadership, and energy-policy acumen are positives for board effectiveness. Investors should monitor any future transactions touching Apollo/Athene, director ownership progression, and the company’s ongoing remediation and oversight of internal controls and related-party processes .