Randall W. Atkins
Ramaco ResourcesAbout Randall W. Atkins
Randall W. Atkins, age 72, is Chairman of the Board (since August 2015) and Chief Executive Officer (since January 2021) of Ramaco Resources (METC); he also served as CFO from July 2018 to May 2019 and previously chaired/led predecessor Ramaco Coal, LLC (2011–2022) . He has 40+ years in energy investment and financing (ex-J.P. Morgan), began his career at Ashland Oil, and holds a B.A. from Duke University and J.D. from Washington & Lee University School of Law . Pay-versus-performance disclosure shows 2024 TSR value of $387.59 on a $100 initial investment, with 2024 net income of $11.2M and Adjusted EBITDA of $105.8M (after a stronger 2023) .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Ramaco Resources, Inc. | Chairman of the Board | Aug 2015–present | Board leadership; governance and strategy oversight . |
| Ramaco Resources, Inc. | Chief Executive Officer | Jan 2021–present | Corporate leadership; capital allocation; strategic initiatives . |
| Ramaco Resources, Inc. | Chief Financial Officer | Jul 2018–May 2019 | Finance leadership during transition period . |
| Ramaco Coal, LLC (predecessor) | Chairman & Chief Executive Officer | 2011–2022 | Built platform that Ramaco later acquired; led development of assets . |
| J.P. Morgan | Banker (investment banking) | Prior to Ramaco formation | Energy/mining financing expertise . |
| Ashland Oil, Inc. | Early career | Early career | Industry grounding in energy operations . |
External Roles
| Organization | Capacity | Years | Notes |
|---|---|---|---|
| DOE National Coal Council | Immediate past Chairman | n/a | U.S. energy policy advisory role . |
| International Energy Agency | U.S. representative to Coal Advisory Board & Critical Minerals Working Group | n/a | International policy/industry advisory . |
| National Mining Association | Director | Current | Industry advocacy and governance . |
Fixed Compensation
- Compensation summary (SCT) for 2022–2024:
| Year | Salary ($) | Bonus ($) | Stock Awards ($) | Non-Equity Incentive Plan ($) | All Other ($) | Total ($) |
|---|---|---|---|---|---|---|
| 2024 | 1,000,000 | 980,000 | 4,291,593 | 1,470,000 | 13,800 | 7,755,393 |
| 2023 | 900,000 | 800,000 | 4,595,600 | 1,200,000 | 13,200 | 7,508,800 |
| 2022 | 850,000 | 600,000 | 3,505,571 | 900,000 | 12,200 | 5,867,771 |
- Base salary and target bonus framework:
- 2024 base salary: $1,000,000 (from $900,000 in 2023; +11%) .
- 2024 target annual bonus: 225% of salary ($2,250,000 target) .
Performance Compensation
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Annual bonus design: 60% based on Company metrics (Adjusted EBITDA, cash cost/ton, TRIR, Environmental), 40% on individual performance . 2024 total payout for Atkins: $2,450,000 (109% of target) .
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2024 performance scorecard:
| Metric | Weight | Threshold | Target | Maximum | Actual | Payout as % of Target | Notes |
|---|---|---|---|---|---|---|---|
| Adjusted EBITDA ($M) | 25% | 131 | 164 | 197 | 106 | 0% | Budget-based; definition disclosed . |
| Cost of coal sales per ton ($) | 15% | 103 | 96 | 90 | 93 | 124% (19% weighted) | Cash cost calc provided . |
| Safety – TRIR | 10% | 3.6 | 3.3 | 2.9 | 4.3 | 0% | MSHA standard . |
| Environmental (net exceedances) | 10% | 31 | 24 | 20 | 4.0 | 200% (20% weighted) | Definition provided . |
- Long-term equity (2024 awards; grant date 2/29/2024):
| Award | Shares | Grant-date fair value ($) | Vesting |
|---|---|---|---|
| RSUs | 92,691 | 1,629,508 | 1/3 on Jan 31 of 2025, 2026, 2027; service-based . |
| PSUs (TSR vs peer) | 92,691 target | 2,662,086 | 3-year performance period (1/1/2024–12/31/2026); 0–200% vesting based on relative TSR percentiles . |
- Key plan mechanics:
- PSUs vest at 0/50/100/200% at <25th/25th/50th/≥75th percentile TSR vs peer group (linear interpolation) .
- Change-in-control (CIC): PSUs deemed vested at maximum if employed at closing and settle at period-end; Qualifying Termination under CIC Plan accelerates unvested PSUs/RSUs (treated as time-based) at maximum immediately .
Equity Ownership & Alignment
- Beneficial ownership (as of Apr 29, 2025):
| Class | Shares | % of class | Notes |
|---|---|---|---|
| Class A | 3,166,307 | 7.1% | Includes 448,712 options within 60 days . |
| Class B | 723,314 | 7.0% | Includes 89,742 option-linked Class B per exercise mechanics . |
| Total | 3,889,621 | 7.1% | — |
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Outstanding/options and recent vesting:
- Options: 448,712 exercisable, strike $5.34, expiration Aug 31, 2026 (Class A; 0.2 Class B per Class A on exercise) .
- 2024 vesting: 650,926 Class A and 130,185 Class B vested; value realized $8.20M (A) and $1.41M (B) respectively .
- Unvested/uneamed awards at 12/31/2024 include RSUs/PSUs from 2023 and 2024 grants (see Outstanding Equity Awards table for counts/values) .
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Hedging and pledging:
- Hedging/monetization transactions are prohibited by policy; no hedging allowed by insiders .
- No explicit pledging disclosure found in proxy; not disclosed.
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Ownership guidelines:
- No executive/director stock ownership guideline disclosure identified in the proxy; not disclosed.
Employment Terms
| Term | Detail |
|---|---|
| Employment agreement | Company has not entered into employment agreements with Named Executive Officers (NEOs) . |
| CIC Plan | Amended and restated 7/9/2024; severance upon Qualifying Termination during protected period (90 days before to 24 months after CIC) . |
| Cash severance multiple | Lump-sum = (Base + greater of target bonus or 3-year average) × 2.5x for Tier 1/2; 1.5x for Tier 3 . |
| Atkins potential CIC payments (as of 12/31/2024) | Aggregate cash $10,402,600; accelerated equity $9,355,726; COBRA $47,276 (assumes Qualifying Termination) . |
| Equity acceleration | RSUs accelerate; PSUs max-out on CIC if employed at closing and settle at period-end; immediate acceleration at maximum upon Qualifying Termination . |
| Non-compete / non-solicit | 12 months post-termination (condition to benefits) . |
| Clawback | Dodd-Frank restatement recoupment policy effective 10/2/2023 (3-year lookback for erroneously awarded incentive comp) . |
| Tax gross-ups | No excise tax gross-ups provided; not expected in future . |
| Perquisites | Standard benefits incl. health, disability, 401(k) with match . |
Board Governance
- Service and independence: Atkins is a non-independent director, Chairman since 2015 and CEO since 2021; he serves on no standing committees . The Board has a majority of independent directors; specific independent members listed (Whiting, Graney, Christian, Frischkorn, Manchin, Giacometto) .
- Board leadership: CEO and Chairman roles combined; Board notes structure is appropriate given circumstances; roles were separate in 2017–2020 .
- Committees: Audit (Whiting chair), Compensation (Graney chair), Nominating & Corporate Governance (Giacometto chair), EHS, Finance & Investment, Technology; management directors (Atkins, Lawrence, Leidel, Jenkins) serve on none .
- Meetings/attendance: 2024 – Board met 4 times; committees 24 times; each director attended >75% of assigned meetings .
- Director compensation: Atkins receives no additional pay for director service .
- Executive sessions: Independent directors meet in executive session without management .
Compensation Structure Analysis
- Mix and philosophy: Program includes base salary, annual cash incentives (60% company metrics; 40% individual), and long-term equity (RSUs/PSUs tied to relative TSR); peer data used but not formally benchmarked .
- 2024 shifts:
- Performance equity emphasis continued via PSUs (TSR vs peer group) alongside RSUs, aligning pay with shareholder returns .
- Base salary increased to better align with peers and support retention after growth in production/sales .
- Repricing/modification: 2023 modification of 2022 PSUs (peer group updates and methodology) created incremental fair value; disclosed per ASC 718 .
- Risk and recoupment: Compensation risk assessed as not likely to cause material adverse effect; clawback policy adopted .
Related Party Transactions
- Ramaco Coal acquisition (4/29/2022): Atkins held 11% of Ramaco Coal and served as its Executive Chairman & CEO prior to Ramaco Resources’ acquisition; $65M total consideration (initial and deferred); all installment notes retired by 12/31/2023 .
- Family transactions (2024): $574,000 paid to Atkins’ brother for management services at Ramaco Carbon; $160,000 paid to an entity owned by Atkins’ son for IT/public affairs; both under Related Persons Transactions Policy/Audit Committee oversight .
- Governance: Related-party transactions reviewed/approved under formal policy with Audit Committee oversight; conflicts disclosed and managed .
Performance & Track Record
- Pay vs. performance (selected metrics):
| Year | TSR ($ value of $100) | Net Income ($M) | Adjusted EBITDA ($M) |
|---|---|---|---|
| 2024 | 387.59 | 11.2 | 105.8 |
| 2023 | 601.92 | 82.3 | 186.1 |
| 2022 | 255.08 | 116.0 | 214.1 |
| 2021 | 379.89 | 39.8 | 79.0 |
| 2020 | 80.45 | (4.9) | 18.5 |
- Notes: TSR is shown on a combined basis for both classes of common stock; peer TSR constructed per disclosed peer set and Committee adjustments (e.g., Tellurian treatment) .
Equity Awards, Vesting, and Potential Selling Pressure
- Outstanding Atkins equity (12/31/2024 snapshot):
- Unvested RSUs/PSUs from 2023 and 2024 grants (e.g., 92,691 RSUs and 185,392 max PSUs from 2024; 96,469 RSUs and 289,408 max PSUs from 2023) with disclosed year-end fair values .
- Options: 448,712 exercisable at $5.34 expiring 8/31/2026 (deep in the money), plus associated 0.2 Class B share mechanic upon exercise .
- 2024 vesting realized value: ~$9.61M across Class A and B, indicating potential liquidity events tied to vesting cycles .
Compensation Peer Group (Benchmarking and PSU TSR Comparator)
- 2024 peer group used for benchmarking and PSU TSR comparisons included: Alliance Resource Partners, Alpha Metallurgical Resources, Arch Resources, Berry Corporation, Compass Minerals, CONSOL Energy, Coronado Global Resources, Hallador, Peabody Energy, Piedmont Lithium, Ring Energy, SunCoke Energy, Talos Energy, Tellurian (special treatment in TSR after sale) .
Say-on-Pay & Shareholder Feedback
- Frequency: Annual say-on-pay vote adopted by shareholders in 2023; next frequency vote expected in 2029 .
- 2025 vote: Advisory say-on-pay on 2024 compensation to be voted at the June 26, 2025 meeting .
Board Service History and Committee Roles; Dual-role Implications
- Atkins is Chairman and CEO; Board acknowledges combined role and maintains majority independence with committee leadership by independent directors; independence determinations are disclosed .
- He serves on no standing committees; governance mitigants include independent committee chairs, executive sessions without management, and majority independent board .
Equity Ownership & Alignment Table (Detail)
| Item | Detail |
|---|---|
| Beneficial ownership | 3,889,621 total common (3,166,307 Class A; 723,314 Class B); 7.1% total; includes options exercisable within 60 days . |
| Options | 448,712 (A) exercisable at $5.34; expire 8/31/2026; 0.2 (B) delivered per (A) exercised . |
| 2024 awards | 92,691 RSUs and 92,691 target PSUs (0–200% vest) granted 2/29/2024 . |
| Vest schedule | RSUs vest 1/3 annually (Jan 31, 2025–2027); PSUs measured 2024–2026 vs peer TSR; time vest 12/31/2026 . |
| Hedging/pledging | Hedging prohibited; no explicit pledging disclosure . |
Investment Implications
- Pay-for-performance alignment: Large portion of at-risk compensation in PSUs tied to relative TSR and RSUs with multi-year vesting supports alignment; 2024 company metrics produced mixed results (EBITDA miss offset by cost and environmental outperformance), yet Atkins’ overall annual bonus at 109% suggests meaningful discretion/individual component balancing .
- Retention and overhang: Significant unvested RSUs/PSUs through 2026 and deep in-the-money options expiring in 2026 promote retention but also introduce potential selling pressure around vesting and option expiry windows; 2024 vested value >$9.6M evidences liquidity events to monitor .
- Change-in-control economics: Substantial CIC cash payout ($10.4M) plus accelerated equity ($9.36M) for Atkins could influence negotiation postures in strategic transactions; double-trigger design and 12-month restrictive covenants are shareholder-friendly features compared to single-trigger constructs and mitigate immediate windfalls without termination .
- Governance risk-offsets amid dual role: Combined CEO/Chairman role is a governance caution, but majority independence, independent committee chairs, executive sessions, and clawback policy reduce risk; nonetheless, related-party payments to immediate family (brother and son) present ongoing related-party optics that warrant monitoring of Audit Committee oversight .
- Execution risk and performance trend: Volatile TSR linkage and variable EBITDA outcomes (2023 peak vs. lower 2024) underscore commodity and execution cyclicality; the PSU design intensifies alignment with shareholders but can produce high payout variability depending on peer-relative performance .