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As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 3/14/24 Ramaco Resources, Inc. 10-K 12/31/23 93:12M Toppan Merrill Bridge/FA |
Document/Exhibit Description Pages Size
1: 10-K Annual Report HTML 3.39M
2: EX-4.4 Instrument Defining the Rights of Security Holders HTML 154K
3: EX-21.1 Subsidiaries List HTML 31K
4: EX-23.1 Consent of Expert or Counsel HTML 25K
5: EX-23.2 Consent of Expert or Counsel HTML 26K
6: EX-23.4 Consent of Expert or Counsel HTML 25K
11: EX-95.1 Mine-Safety Disclosure HTML 224K
12: EX-97.1 Clawback Policy re: Recovery of Erroneously HTML 49K
Awarded Compensation
7: EX-31.1 Certification -- §302 - SOA'02 HTML 35K
8: EX-31.2 Certification -- §302 - SOA'02 HTML 37K
9: EX-32.1 Certification -- §906 - SOA'02 HTML 28K
10: EX-32.2 Certification -- §906 - SOA'02 HTML 28K
18: R1 Document And Entity Information HTML 102K
19: R2 Consolidated Balance Sheets HTML 137K
20: R3 Consolidated Balance Sheets (Parentheticals) HTML 49K
21: R4 Consolidated Statements of Operations HTML 84K
22: R5 Consolidated Statements of Equity HTML 61K
23: R6 Consolidated Statements of Cash Flows HTML 158K
24: R7 Consolidated Statement of Cash Flows HTML 27K
(Parenthetical)
25: R8 Note 1 - Description of Business HTML 29K
26: R9 Note 2 - Summary of Significant Accounting HTML 71K
Policies
27: R10 Note 3 - Property, Plant and Equipment HTML 67K
28: R11 Note 4 - Acquisitions HTML 35K
29: R12 Note 5 - Asset Retirement Obligations HTML 42K
30: R13 Note 6 - Accrued Liabilities and Other Long-Term HTML 30K
Liabilities
31: R14 Note 7 - Debt HTML 70K
32: R15 Note 8 - Leases HTML 101K
33: R16 Note 9 - Equity HTML 138K
34: R17 Note 10 - Commitments and Contingencies HTML 36K
35: R18 Note 11 - Revenue HTML 51K
36: R19 Note 12 - Related Party Transactions HTML 34K
37: R20 Note 13 - Income Taxes HTML 113K
38: R21 Note 14 - Earnings (Loss) Per Share HTML 152K
39: R22 Note 15 - Subsequent Events HTML 28K
40: R23 Note 2 - Summaries of Significant Accounting HTML 106K
Policies (Policies)
41: R24 Note 3 - Property, Plant and Equipment (Tables) HTML 65K
42: R25 Note 5 - Asset Retirement Obligations (Tables) HTML 41K
43: R26 Note 7 - Debt (Tables) HTML 59K
44: R27 Note 8 - Leases (Tables) HTML 139K
45: R28 Note 9 - Equity (Tables) HTML 109K
46: R29 Note 11 - Revenue (Tables) HTML 45K
47: R30 Note 13 - Income Taxes (Tables) HTML 112K
48: R31 Note 14 - Earnings Per Share (Tables) HTML 145K
49: R32 Note 2 - Summary of Significant Accounting HTML 38K
Policies (Details)
50: R33 Note 2 - Summary of Significant Accounting HTML 30K
Policies - Property, plant, and equipment
(Details)
51: R34 Note 2 - Summary of Significant Accounting HTML 30K
Policies - Fair Value Measurements (Details)
52: R35 Note 2 - Summary of Significant Accounting HTML 29K
Policies - Income Taxes (Details)
53: R36 Note 2 - Summary of Significant Accounting HTML 56K
Policies - Concentrations (Details)
54: R37 Note 3 - Property, Plant and Equipment - Schedule HTML 50K
of Property, Plant and Equipment (Details)
55: R38 Note 3 - Property, Plant and Equipment - HTML 35K
Depreciation and amortization (Details)
56: R39 Note 3 - Property, Plant and Equipment - Narrative HTML 33K
(Details)
57: R40 Note 4 - Acquisitions (Details) HTML 108K
58: R41 Note 5 - Asset Retirement Obligations - Schedule HTML 35K
of Retirement Obligations (Details)
59: R42 Note 6 - Accrued Liabilities and Other Long-Term HTML 42K
Liabilities (Details)
60: R43 Note 7 - Debt - Summary of Outstanding Debt HTML 38K
(Details)
61: R44 Note 7 - Debt - Revolving Credit Facility HTML 52K
(Details)
62: R45 Note 7 - Debt - Key Equipment Finance Loan HTML 42K
(Details)
63: R46 Note 7 - Debt - J. H. Fletcher & Co. Loan HTML 47K
(Details)
64: R47 Note 7 - Debt - Komatsu Financial Limited HTML 48K
Partnership Loan (Details)
65: R48 Note 7 - Debt - Brandeis Machinery & Supply HTML 42K
Company (Details)
66: R49 Note 7 - Debt - Senior Unsecured Notes due 2026 HTML 49K
(Details)
67: R50 Note 7 - Debt - Ramaco Coal Deferred Purchase HTML 100K
Price (Detail)
68: R51 Note 7 - Debt - Maturities of Debt (Details) HTML 37K
69: R52 Note 8 - Leases (Details) HTML 67K
70: R53 Note 8 - Leases - Maturities of operating lease HTML 86K
liabilities (Details)
71: R54 Note 9 - Equity - Common Stock (Details) HTML 68K
72: R55 Note 9 - Equity - Options (Details) HTML 196K
73: R56 Note 9 - Equity - Summary of Restricted Awards HTML 144K
Activity (Details)
74: R57 Note 9 - Equity - Dividends (Details) HTML 31K
75: R58 Note 10 - Commitments and Contingencies (Details) HTML 73K
76: R59 Note 10 - Commitments and Contingencies - Future HTML 43K
Minimum Lease and Royalty Payments (Details)
77: R60 Note 11 - Revenue (Details) HTML 44K
78: R61 Note 11 - Revenue - Domestic Revenues an Export HTML 48K
Revenues (Details)
79: R62 Note 11 - Revenue - Concentrations (Details) HTML 56K
80: R63 Note 12 - Related Party Transactions (Details) HTML 59K
81: R64 Note 13 - Income Taxes (Details) HTML 50K
82: R65 Note 13 - Income Taxes - Reconciliation of Income HTML 47K
Tax Expense (Benefit) (Details)
83: R66 Note 13 - Income Taxes - Components of Deferred HTML 44K
Income Tax Assets and Liabilities (Details)
84: R67 Note 13 - Income Taxes - Narratives (Details) HTML 42K
85: R68 Note 14 - Earnings Per Share - Computation of HTML 121K
Basic and Diluted Earnings per Share (Details)
86: R69 Note 15 - Subsequent Events (Details) HTML 44K
87: R70 Pay vs Performance Disclosure HTML 38K
88: R71 Insider Trading Arrangements HTML 42K
90: XML IDEA XML File -- Filing Summary XML 158K
93: XML XBRL Instance -- metc-20231231x10k_htm XML 2.35M
89: EXCEL IDEA Workbook of Financial Report Info XLSX 172K
14: EX-101.CAL XBRL Calculations -- metc-20231231_cal XML 213K
15: EX-101.DEF XBRL Definitions -- metc-20231231_def XML 1.06M
16: EX-101.LAB XBRL Labels -- metc-20231231_lab XML 1.48M
17: EX-101.PRE XBRL Presentations -- metc-20231231_pre XML 1.26M
13: EX-101.SCH XBRL Schema -- metc-20231231 XSD 222K
91: JSON XBRL Instance as JSON Data -- MetaLinks 538± 807K
92: ZIP XBRL Zipped Folder -- 0001558370-24-003256-xbrl Zip 932K
Exhibit 97.1
Ramaco Resources, Inc.
Dodd-Frank Restatement Recoupment Policy
| 1. | Introduction |
The Board of Directors (the “Board”) of Ramaco Resources, Inc. (the “Company”) has determined that it is in the best interests of the Company to adopt a policy providing for the recoupment by the Company of certain Incentive-Based Compensation paid to Executives Officers in the case of a Restatement (as defined below) (the “Policy”). In such case, the Company (a) may recoup the Incentive-Based Compensation that was paid or that vested and (b) may cancel any outstanding or unearned Incentive-Based Compensation.
| 2. | Definitions |
For purposes of this Policy, the following terms shall have the meanings set forth below:
“Committee” means the Compensation Committee of the Board of Directors of the Company.
“Erroneously Awarded Compensation” means the amount of Incentive-Based Compensation received that exceeds the amount of Incentive-Based Compensation that otherwise would have been received had it been determined based on the restated amounts resulting from a Restatement, and must be computed without regard to any taxes paid. For Incentive-Based Compensation based on stock price or total shareholder return, where the amount of Erroneously Awarded Compensation is not subject to mathematical recalculation directly from the information in a Restatement: (a) the amount must be based on a reasonable estimate of the effect of the Restatement on the stock price or total shareholder return upon which the Incentive-Based Compensation was received; and (b) the Company must maintain documentation of the determination of that reasonable estimate and provide such documentation to the Nasdaq Stock Market.
“Executive Officer” means any employee of the Company who is currently, or within the period covered by this Policy, employed as the Company’s president, principal financial officer, principal accounting officer (or if there is no such accounting officer, the controller), any vice-president of the Company in charge of a principal business unit, division, or function (such as sales, administration, or finance), any other officer who performs a significant policy-making function, or any other person who performs similar significant policy-making functions for the Company, including Executive Officers of the Company’s subsidiaries if they perform such policy making functions for the Company, and shall include each Named Executive Officer as determined under Section 402(a)(3) of Regulation S-K.
“Financial Reporting Measures” mean those measures that are determined and presented in accordance with the accounting principles used in preparing the Company’s financial statements, and any measures that are derived wholly or in part from such measures. Stock price and total shareholder return are also Financial Reporting Measures. A Financial Reporting Measure need not be presented within the financial statements or included in a filing with the Securities and Exchange Commission.
“Incentive-Based Compensation” means any compensation that is granted, earned, or vested based wholly or in part upon the attainment of a Financial Reporting Measure. For purposes of this Policy, Incentive-Based Compensation is deemed received in the Company’s fiscal period during which the Financial Reporting Measure specified in the award is attained, even if the payment or grant occurs after the end of that period.
“Non-Employee Board” means the members of the Board who are not employed by the Company or any affiliate thereof.
“Recoupment Rules” means Rule 10D-1 under the Securities Exchange Act of 1934 and Rule 5608 of the Nasdaq Stock Market.
“Restatement” means an accounting restatement required to be prepared by the Company due to the material noncompliance of the Company with any financial reporting requirement under the securities laws, including any required accounting restatement to correct an error in previously issued financial statements that is material to the previously issued financial statements, or that would result in a material misstatement if the error were corrected in the current period or left uncorrected in the current period. The date of a Restatement shall be the earlier to occur of: (a) the date the Company’s board of directors, a committee of the board of directors, or the officer or officers of the Company authorized to take such action if board action is not required, concludes, or reasonably should have concluded, that the Company is required to prepare a Restatement; or (b) the date a court, regulator, or other legally authorized body directs the Company to prepare a Restatement. The Company’s obligation to recover Erroneously Awarded Compensation is not dependent on if or when restated financial statements are filed.
| 3. | Administration of this Policy |
This Policy shall be administered by the Committee. The Committee shall have full power and authority to construe and interpret this Policy, and to recommend to the Non-Employee Board its determinations as to whether recoupment is required under the Policy, the amount of Incentive-Based Compensation to recoup from an Executive Officer and whether any other action should be taken pursuant to Section 6 of the Policy. Upon the approval of the Committee’s recommendations by a majority of the members of the Non-Employee Board (even if less than a quorum), the final decision shall be binding and conclusive on all parties.
| 4. | Recoupment of Incentive Compensation |
In the event that the Company is required to prepare a Restatement, the Company must recover reasonably promptly the Erroneously Awarded Compensation received by a person (a) after beginning service as an Executive Officer, (b) who served as an Executive Officer at any time during the performance period for that Incentive-Based Compensation, and (c) during the recovery period described in Section 5 below. Recovery is subject only to those exceptions set forth in the Recoupment Rules.
The Committee can recommend that the Non-Employee Board recoup from the Executive Officer all or a portion of the following in order to satisfy the Executive Officer’s recoupment obligation:
Cash Incentive Plan: The Committee can recommend that the Non-Employee Board (i) cancel and forfeit the Executive Officer’s annual or other cash incentive opportunity for the then current plan year, and/or (ii) require repayment of any annual or other cash incentive awards previously paid for prior years within the period described in Section 5.
Long Term Incentive Plan (LTIP): The Committee can recommend that the Non-Employee Board (i) cancel and forfeit any outstanding LTIP awards, (ii) require the Executive Officer to return a number of shares of Company stock received upon vesting and settlement of any restricted stock and restricted stock unit awards during the period described in Section 5 (or pay the cash value of such shares), and (iii) require the Executive Officer to return a number of shares received upon the exercise of any stock options during the period described in Section 5 (or pay the cash value of such shares). The cash value shall be determined as of the date of the Committee’s demand for recoupment.
The Committee can also recommend that the Non-Employee Board recoup similar compensation under any subsequently adopted plans, arrangements or agreements or compensation under any non-qualified deferred compensation arrangements.
| 5. | Limitation on Period for Recoupment |
In the event that the Company is required to prepare a Restatement, the Company must recover Erroneously Awarded Compensation received by Executive Officers during the three completed fiscal years immediately preceding the date that the Company is required to prepare a Restatement, and any transition period (that results from a change in the Company’s fiscal year) of less than nine months within or immediately following those three completed fiscal years.
| 6. | No Impairment of Other Remedies |
This Policy shall not preclude the Committee from recommending that the Non-Employee Board take any other action to enforce an Executive Officer’s obligation to the Company, including termination of employment, institution of civil proceedings, or action to effect criminal proceedings.
| 7. | Miscellaneous |
Notwithstanding the foregoing, to the extent any provision of applicable law, including the Recoupment Rules, requires non-discretionary recoupment or would result in a larger recoupment than permitted under this Policy, the provision of such applicable law shall supersede the relevant provisions of this Policy.
| 8. | Effective Date |
This Policy shall apply to all Incentive Compensation paid, awarded or granted on or after October 2, 2023.
Policy Acknowledgment and Consent
I hereby acknowledge that I have been designated an Executive Officer, I acknowledge and agree to the terms of this Policy, I agree to fully cooperate with the Company in connection with the enforcement of the Policy, including the repayment by or recovery from me of Erroneously Awarded Compensation, and I agree that the Company may enforce its rights under the Policy through any and all reasonable means permitted under applicable law as the Company deems necessary or appropriate under the Policy.
| This ‘10-K’ Filing | Date | Other Filings | ||
|---|---|---|---|---|
 | ||||
| Filed on: | 3/14/24 | |||
| For Period end: | 12/31/23 | |||
| 10/2/23 | EFFECT | |||
| List all Filings | ||||