Mr. Jones, age 69, is the owner and manager of Jones & Associates, a law firm in Charleston, West Virginia, which focuses upon all areas of corporate and business practice and specializes in the corporate and regulatory matters relating to the coal industry. He received his license to practice law in 1977, and prior to starting Jones & Associates, was a Partner with Hall, Albertson and Jones, Attorneys at Law, from 1977 to 1998. Over the course of his career, Mr. Jones has served as General Field Counsel for Pickands Mather & Company, W-P Coal Company, Agipcoal USA, Inc. (formerly Enoxy Coal, Inc.), Agipcoal America Inc. and Costain Coal Inc. Mr. Jones received a B.A. in American History from University of Virginia, a B.S. in Business Administration from West Virginia University and a J.D. from West Virginia University. He is admitted to practice in the Circuit Courts and The Supreme Court of Appeals for the State of West Virginia, the U.S. District Court for the Southern District of West Virginia and the United States Court of Appeals for the Fourth Circuit.
There are no arrangements or understandings between Mr. Jones and any other person pursuant to which he was selected as a director. Mr. Jones does not have any family relationship with any director or executive officer of the Company or any person nominated or chosen by the Company to be a director or executive officer. There are no transactions in which Mr. Jones has an interest requiring disclosure under Item 404(a) of Regulation S-K.
In connection with each of Messrs. Frischkorn’s and Jones’s service as an independent director, each will receive independent director compensation commensurate with the Company’s other independent directors.
Each of Messrs. Riffat, Frischkorn and Jones will enter into an indemnification agreement with the Company in the form entered into with the Company’s other directors and executive officers effective as of the effective date of each individual’s appointment to the Board, which requires the Company to indemnify each new director to the fullest extent permitted under Delaware law against liability that may arise by reason of his service to the Company, and to advance certain expenses incurred as a result of any proceeding against him as to which he could be indemnified. The form of indemnification agreement was filed as Exhibit 10.2 to the Company’s Registration Statement on Form S-1 (File No. 333-215363), as originally filed on January 11, 2017, and is incorporated into this Item 5.02 by reference.
Resignation of Director, President and Chief Executive Officer
On December 10, 2020, the Company announced that Michael D. Bauersachs has decided to resign from the Board and from his position as President and Chief Executive Officer of the Company effective as of December 31, 2020 (the “Resignation Date”). Mr. Bauersachs’s resignation is not due to any disagreement with the Company.
In connection with Mr. Bauersachs’s resignation, to ensure an orderly transition, Mr. Bauersachs has agreed to consult with the Company from the Resignation Date through December 31, 2022, on terms and conditions to be provided in a separation and consulting agreement between Mr. Bauersachs and the Company. For these services, Mr. Bauersachs will be entitled to receive a payment of $200,000 per annum and continued vesting in all restricted stock awards previously issued to Mr. Bauersachs under the Ramaco Resources, Inc. Long-Term Incentive Plan that remain outstanding as of the Resignation Date. The agreement will include a waiver of rights to benefits under the Company’s Change in Control and Severance Plan, including the right to accelerated vesting. The agreement will also include 2-year non-competition and non-solicitation provisions.
Appointment of New Chief Executive Officer
In connection with the resignation of Michael D. Bauersachs from his position as President and Chief Executive Officer of the Company, the Board appointed Randall W. Atkins as Chief Executive Officer of the Company, effective as of December 31, 2020, such appointment to be held in addition to his position as Chairman of the Board of Directors of the Company. Mr. Atkins has served as the Executive Chairman since August 2015.
There will be no change in Mr. Atkins’s compensation in connection with his appointment as Chief Executive Officer.
Item 5.03 Amendments to Articles of Incorporation or Bylaws
On December 10, 2020, the Consenting Stockholders and Board approved an amendment to the Amended and Restated Bylaws of the Company (the “Bylaws”), substantially in the form of Exhibit 3.2 filed herewith, to rename the officer position of President and Chief Executive Officer as Chief Executive Officer (the “Bylaws Amendment”). The Bylaws Amendment will be effective on the Effective Date.
