DEF 14A of SunCoke Energy, Inc., Mar 27, 2024

DEF 14A of SunCoke Energy, Inc.

Filed Mar 27, 2024 · FY20230001193125-24-078843

Open on EDGAR

  1. NOTICE OF 2024 ANNUAL MEETING

    | Summary Compensation Table | 37 | | 2023 Grant of Plan-Based Awards Table | 38 | | 2023 Outstanding Equity Awards at Fiscal Year-End Table | 39 | | 2023 Option Exercises and Stock Vested Table | 40 | | 2023 Nonqualified Deferred Compensation Table | 41 | | Omnibus Long-Term Incentive Plan | 42 | | Potential Payments Upon Termination or Change in Control Table | 43 | | CEO Pay Ratio | 44 | | Pay versus Performance Table | 45 | | PROPOSAL 2 — ADVISORY APPROVAL OF EXECUTIVE COMPENSATION | 51 | | Recommendation | 51 | | PROPOSAL 3 — ADVISORY VOTE ON THE FREQUENCY OF FUTURE ADVISORY VOTES ON EXECUTIVE COMPENSATION | 52 | | Recommendation | 52 | | BENEFICIAL STOCK OWNERSHIP OF DIRECTORS, EXECUTIVE OFFICERS AND PERSONS OWNING MORE THAN FIVE PERCENT OF COMMON STOCK | 53 | | AUDIT COMMITTEE MATTERS | 55 | | Audit Committee Report | 55 | | Audit Fees | 56 | | Audit Committee Pre-Approval Policy | 56 | | PROPOSAL 4 — RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM | 57 | | Recommendation | 57 | | QUESTIONS AND ANSWERS ABOUT THE 2024 ANNUAL MEETING | 58 | | OTHER INFORMATION | 64 | | Equity Compensation Plan Information | 64 | | Householding of Proxy Materials | 64 | | Future Stockholder Proposals | 64 | | Other Matters | 65 | | Websites | 65 | | Solicitation of Proxies | 65 |

  2. NOTICE OF 2024 ANNUAL MEETING

    | Proposal One | The Board & Committees | Corporate Governance | Director Compensation | Executive Compensation | Proposal Two | Proposal Three | Beneficial Stock Ownership | Audit Committee Matters | Proposal Four | Q&A | Other Information |

  3. ELECTION OF DIRECTORS

    ELECTION OF DIRECTORS

  4. Board of Directors

    Board of Directors Our Board annually recommends the slate of director-nominees for election by stockholders at the annual meeting and is responsible for filling vacancies on the Board at any time during the year. The Governance Committee has a process to identify and review qualified candidates to stand for election, and the full Board reviews and has final approval of all potential director nominees being recommended to the stockholders for election. Our Board currently consists of eight members: Arthur F. Anton, Martha Z. Carnes, Ralph M. Della Ratta, Jr., Katherine T. Gates, Susan R. Landahl, Michael W. Lewis, Andrei A. Mikhalevsky and Michael G. Rippey. Our Board currently is divided into three classes, each serving staggered three-year terms. Directors for each class are elected at the annual meeting of stockholders held in the year in which the term for their class expires. There are two nominees for election this year. These nominees are: Ralph M. Della Ratta, Jr. and Susan R. Landahl, and the Board has nominated each of them for a new three-year term that will expire at the annual meeting in 2027, or until their respective successors are elected and qualified. Detailed information on these nominees is provided on pages 5 through 6, including a discussion of each nominee’s specific experience, qualifications and attributes or skills that led our Board to conclude that such person should serve as a director of SunCoke Energy. Each of these nominees is a current director, and each has consented to be named in this Proxy Statement and to serve if elected. If any nominee is unable to serve as a director at the time of the 2024 Annual Meeting, your proxy may be voted for the election of another nominee proposed by the Board, or the Board may reduce the number of directors to be elected at the 2024 Annual Meeting. At this time, the Board knows no reason why any of these nominees would not be able to serve as a director if elected.

  5. Board of Directors

    | RECOMMENDATION The Board of Directors unanimously recommends that you vote “FOR” the election of the Company’s two nominees for director: Ralph M. Della Ratta, Jr. and Susan R. Landahl. |

  6. Board of Directors

    | Proposal One | The Board & Committees | Corporate Governance | Director Compensation | Executive Compensation | Proposal Two | Proposal Three | Beneficial Stock Ownership | Audit Committee Matters | Proposal Four | Q&A | Other Information |

  7. Director Nominee Skills, Experience, and Background

    Director Nominee Skills, Experience, and Background Our directors come from a variety of backgrounds and bring a diverse set of skills and experiences to the boardroom. In conjunction with our Board’s refreshment process, the Board regularly reviews the skills, experience, and background of our directors to better align with the Company’s strategic vision, business, and operations. The Board has taken a thoughtful and deliberate approach to board composition to ensure that our directors have backgrounds that collectively add significant value to the strategic decisions made by the Company and enable them to provide oversight of management to ensure accountability to our stockholders. The following is a summary of some of the skills, experience, and background of our directors whose terms of office are expected to continue after our 2024 Annual Meeting:

  8. Director Nominee Skills, Experience, and Background

    | Nominee Skills | | Anton | Carnes | Della Ratta, Jr. | Gates | Landahl | Lewis | Mikhalevsky | | Strategic Planning/Business Development CEO or COO for a manufacturing entity. Development and implementation of proactive, innovative and pragmatic solutions for optimizing of manufacturing processes. | | ✔ | ✔ | ✔ | ✔ | ✔ | ✔ | ✔ | | Financial Expertise/ Accounting Knowledge Corporate finance and/or accounting experience at an executive level. Use of financial information to shape, drive, and monitor effectiveness of organizational strategies. | | ✔ | ✔ | ✔ | ✔ | ✔ | ✔ | ✔ | | Human Resources Management Knowledge and expertise in labor and employment matters (e.g., EEO, diversity, equity and inclusion issues), compensation and benefit, and health and welfare plans. | | ✔ | ✔ | ✔ | ✔ | | ✔ | | | Government Relations/ Agency Experience Significant experience dealing with government at the local, state and federal levels on issues such as economic development, energy, environmental, health and safety issues. | | | | ✔ | ✔ | ✔ | ✔ | ✔ | | Information Technology/Data Security Experience General information systems experience. Understanding of information security risk management and oversight of data integrity. | | ✔ | | ✔ | | ✔ | | | | International Experience Experience with international business/markets managing the affairs of a global, publicly traded company, particularly in countries where SunCoke does business, or would like to do business. | | ✔ | ✔ | ✔ | | | | ✔ | | Health, Environment and Safety Background Experience in hazardous materials management and environmental compliance; process safety management and “gap” analysis; emergency management and disaster recovery; and occupational health and safety law, regulation, and practice | | ✔ | | | ✔ | ✔ | | ✔ | | Enterprise Risk Management Experience planning, organizing and leading activities of an organization in order to minimize the effects of financial, strategic, operational, and other risks on capital and earnings | | ✔ | ✔ | ✔ | ✔ | ✔ | | | | Nominee Diversity | | | | | | | | | | Gender Diversity of Directors | | | ✔ | | ✔ | ✔ | | | | Ethnic Diversity of Directors | | | | | | | | | | Hispanic or Latinx | | | | | | | | | | White | | ✔ | ✔ | ✔ | ✔ | ✔ | | ✔ | | Black or African American | | | | | | | ✔ | | | Asian | | | | | | | | | | Native Hawiian or Other Pacific Islander | | | | | | | | | | American Indian or Alaska Native | | | | | | | | |

  9. Director Nominee Skills, Experience, and Background

    In addition, half of our current directors have general manufacturing experience (including development and integration of large-scale production processes), as well as investment banking expertise and a background in the areas of health, environment and safety.

  10. Director Nominee Skills, Experience, and Background

    | Proposal One | The Board & Committees | Corporate Governance | Director Compensation | Executive Compensation | Proposal Two | Proposal Three | Beneficial Stock Ownership | Audit Committee Matters | Proposal Four | Q&A | Other Information |

  11. Director Nominee Skills, Experience, and Background

    | Proposal One | The Board & Committees | Corporate Governance | Director Compensation | Executive Compensation | Proposal Two | Proposal Three | Beneficial Stock Ownership | Audit Committee Matters | Proposal Four | Q&A | Other Information |

  12. Governance Committee Process for Director Nominations

    | Proposal One | The Board & Committees | Corporate Governance | Director Compensation | Executive Compensation | Proposal Two | Proposal Three | Beneficial Stock Ownership | Audit Committee Matters | Proposal Four | Q&A | Other Information |

  13. Certain Information Regarding Directors

    Certain Information Regarding Directors On the following pages is information regarding the principal occupation and business experience of each director, and the reasons the Board believes each of the two nominees, Ralph M. Della Ratta, Jr. and Susan R. Landahl, should be elected to serve on the Board, are described below:

  14. Class III: Nominees Up for Election at the 2024 Annual Meeting

    | Ralph M. Della Ratta, Jr. | AGE: 70 DIRECTOR SINCE 2020 BOARD COMMITTEES • Audit • Compensation (Chair) | | BUSINESS EXPERIENCE Mr. Della Ratta was appointed as a director of SunCoke Energy, Inc., effective December 3, 2020. From 2004 to 2017, he was Founder, Senior Managing Director and Chief Executive Officer of Western Reserve Partners LLC, a Cleveland, Ohio based investment banking merger and acquisition advisory firm. The firm was acquired in 2017 by Citizens Financial Group [NYSE: CFG], a large commercial banking institution. Since the acquisition, Mr. Della Ratta served as Co-Head of Merger and Acquisition Advisory Services for Citizens Financial Group, Inc., leading a team focused on delivering M&A services and related financial analysis to middle-market customers. Mr. Della Ratta retired from Citizens on June 30, 2022. He joined Kirtland Capital Partners, a middle market private equity firm, as a partner on July 1, 2022. From 2004 to 2020, Mr. Della Ratta served on the Board of Olympic Steel, Inc. [NASDAQ: ZEUS] (a leading U.S. metals service center), where he was Lead Independent Director, a member of the Audit and Compliance Committee and, at different times, served as Chair of the Compensation Committee and Chair of the Nominating Committee. Mr. Della Ratta is involved in numerous non-profit and civic organizations, including: The Duke University Alumni Association and Annual Fund, Kent State University Board of Trustees (past Chair), The Ohio Venture Capital Authority, The Rock and Roll Hall of Fame, and United Cerebral Palsy Telethon (Chair). QUALIFICATIONS Mr. Della Ratta brings valuable business and extensive financial experience to the Board, particularly with regard to capital raising, commercial banking, mergers and acquisitions, strategic financial analysis and capital markets transactions. In addition, Mr. Della Ratta also has knowledge of manufacturing and distribution in the steel and metals services industry. | |

  15. Class III: Nominees Up for Election at the 2024 Annual Meeting

    | Proposal One | The Board & Committees | Corporate Governance | Director Compensation | Executive Compensation | Proposal Two | Proposal Three | Beneficial Stock Ownership | Audit Committee Matters | Proposal Four | Q&A | Other Information |

  16. Class III: Nominees Up for Election at the 2024 Annual Meeting

    | Susan R. Landahl | AGE: 63 DIRECTOR SINCE 2017 BOARD COMMITTEES • Compensation • Governance (Chair) | | BUSINESS EXPERIENCE Ms. Landahl was appointed as a director of SunCoke Energy, Inc., effective September 1, 2017. From June 2015 until her retirement in January 2021, Ms. Landahl served as Senior Vice President, Organizational Effectiveness and Integrated Performance Assessment of Exelon Generation Company, LLC, a major generator and marketer of electricity and a subsidiary of Exelon Corporation, one of the nation’s largest power generators, with operations in 48 states. Since joining Exelon in 1999, Ms. Landahl has held a number of senior leadership positions, including Senior Vice President, Operations Integration & Business Development from August 2012 to January 2014, and Chief Operating Officer & Senior Vice President, Exelon Nuclear from June 2010 to August 2012. In this latter position, she oversaw 10 nuclear facilities with 17 nuclear reactors in Illinois, New Jersey and Pennsylvania, and was responsible for 5,000 employees and annual budgets in excess of $1.5 billion. Exelon’s nuclear fleet has since grown to 14 nuclear facilities, including 23 reactors in five states. As Vice President, Industry Leadership at the Institute for Nuclear Power Operations from January 2014 to June 2015, Ms. Landahl led development of INPO 15-005, now the industry standard for leadership development and organizational effectiveness for the entire U.S. nuclear fleet and much of the world. QUALIFICATIONS Ms. Landahl is a knowledgeable and experienced industry leader with strong operational skills and a proven track record for successfully managing large, complex projects. She has a keen and strategic understanding of the energy industry, and possesses senior-level planning and managerial experience. | |

  17. Class III: Nominees Up for Election at the 2024 Annual Meeting

    | Proposal One | The Board & Committees | Corporate Governance | Director Compensation | Executive Compensation | Proposal Two | Proposal Three | Beneficial Stock Ownership | Audit Committee Matters | Proposal Four | Q&A | Other Information |

  18. Class I: Nominees Up for Election at the 2025 Annual Meeting

    | Arthur F. Anton (Chairman) | AGE: 66 DIRECTOR SINCE 2020 BOARD COMMITTEES • Compensation • Governance OTHER PUBLIC BOARDS • Diebold Nixdorf Incorporated • Olympic Steel • Sherwin-Williams Company | | BUSINESS EXPERIENCE Mr. Anton was appointed as a director of SunCoke Energy, Inc., effective March 16, 2020, and was appointed as non-executive Chairman of the Board effective January 1, 2021. During the course of his career, Mr. Anton has served in various senior roles at The Swagelok Company (a large fluid systems technology company) most recently as Chairman of the board from September 2017 to December 2019, and as Chief Executive Officer from 2004 to 2017. Prior to that, he served as Swagelok’s President and Chief Executive Officer from 2004 to 2017, as its President and Chief Operating Officer from 2001 to 2004, as its Executive Vice President from 2000 to 2001, and as its Chief Financial Officer from 1998 to 2000. Prior to joining Swagelok in 1998, Mr. Anton was a Partner of Ernst & Young LLP (a professional accounting and consulting services firm), where he consulted with companies in manufacturing, energy, service, and other industries. Mr. Anton currently serves as a director on the boards of the following companies: Olympic Steel [NASDAQ: ZEUS] (a leading U.S. metals service center), where he is the Lead Independent Director and a member of both the Audit and Compliance Committee, and the Compensation Committee; The Sherwin-Williams Company [NYSE: SHW] (a major paint coatings manufacturer), where he serves on the Audit Committee; and Diebold Nixdorf, Incorporated [NYSE: DBD] (a leading manufacturer of automated teller, calculating, and accounting machinery), where he serves as Chair of the Audit Committee and as a member of the Nominating and Governance Committee. Mr. Anton also serves as Chairman of University Hospitals Health System in the Cleveland, Ohio area. QUALIFICATIONS Mr. Anton is an experienced corporate executive with strong operational, financial and leadership expertise, along with significant experience in the steel industry. He brings substantial domestic and international manufacturing and distribution experience and strategic planning expertise to our Board. In addition, as a former partner of Ernst & Young LLP and the former Chief Financial Officer of Swagelok, Mr. Anton has financial expertise and extensive financial experience. | |

  19. Class I: Nominees Up for Election at the 2025 Annual Meeting

    | Proposal One | The Board & Committees | Corporate Governance | Director Compensation | Executive Compensation | Proposal Two | Proposal Three | Beneficial Stock Ownership | Audit Committee Matters | Proposal Four | Q&A | Other Information |

  20. Class I: Nominees Up for Election at the 2025 Annual Meeting

    | Michael W. Lewis | AGE: 74 DIRECTOR SINCE 2020 BOARD COMMITTEES • Audit • Governance | | BUSINESS EXPERIENCE Mr. Lewis was appointed as a director of SunCoke Energy, Inc., effective December 3, 2020. During the course of his career, Mr. Lewis has risen through progressively responsible senior leadership positions at BMO Harris Bank, N.A. (a large U.S. banking institution and subsidiary of Bank of Montreal, the Canadian multinational investment bank and financial services company) and, from 1998 until his retirement in 2013, Mr. Lewis was Executive Vice President, and Chicago metro regional president. His responsibilities have included strategic integration and management of business segments across the regional network of BMO Harris branches, as well as growing the bank’s commercial and retail business, community development and consumer loans and services. Mr. Lewis is an active member of Chicago’s business and civic communities and has served on several boards, including the Chicago Regional Transportation Authority, the Urban Partnership Bank (a full-service community development bank), and Chicago United (a corporate membership and advocacy organization promoting economic opportunities by advancing multiracial leadership in corporate governance, executive level management, and business diversity). Mr. Lewis also serves on the Foundation Board of Western Michigan University and has served as past Chairman of the Western Michigan University Business School Advisory Council. QUALIFICATIONS Mr. Lewis is an experienced banking executive who has spent over 40 years in the financial services industry with business line responsibility. He provides significant senior management-level strategic planning, business development and managerial expertise to the Board. | |

  21. Class I: Nominees Up for Election at the 2025 Annual Meeting

    | Proposal One | The Board & Committees | Corporate Governance | Director Compensation | Executive Compensation | Proposal Two | Proposal Three | Beneficial Stock Ownership | Audit Committee Matters | Proposal Four | Q&A | Other Information |

  22. Class II: Nominees Up for Election at the 2026 Annual Meeting

    | Martha Z. Carnes | AGE: 63 DIRECTOR SINCE 2019 BOARD COMMITTEES • Audit (Chair) OTHER PUBLIC BOARDS • Core Laboratories Inc. • Matrix Service Company | | BUSINESS EXPERIENCE Ms. Carnes was appointed as a director of SunCoke Energy, Inc., effective December 5, 2019. From 1982 until her retirement from the firm in June 2016, Ms. Carnes served in various senior roles at PricewaterhouseCoopers, or PwC (an international accounting firm), including as: (i) Assurance Partner serving large, publicly traded companies in the energy industry; (ii) Managing Partner of PwC’s Houston, Texas office; and (iii) PwC’s Energy and Mining leader for the United States, where she led the firm’s energy and mining assurance, tax and advisory practices. Ms. Carnes currently serves as a director on the Board of Core Laboratories Inc. [NYSE: CLB], (one of the world’s largest providers of reservoir description and production enhancement services to the oil and gas industry), where she is the Lead Independent Director and Chairman of the Audit Committee. She is also a director of Matrix Service Company [NASDAQ: MTRX] (a provider of design, engineering, construction, repair and maintenance services to industrial and energy clients in North America), where she Chairs the Audit Committee and serves on the Compensation, and Nominating and Corporate Governance committees. She also is a Member Representative for Ohio Valley Midstream, LLC, a member-managed limited liability company engaged in natural gas and natural gas liquids gathering and processing. From September 1, 2017 through June 2019, Ms. Carnes served as a director of SunCoke Energy Partners GP LLC, the general partner of SunCoke Energy, L.P., our former master limited partnership. QUALIFICATIONS Ms. Carnes is an experienced finance and public accounting executive, having spent her entire 34-year career with PwC. By virtue of her experience, Ms. Carnes possesses strategic planning, managerial and leadership expertise, having led the design and execution of market and sector strategies, business development, compensation, professional development, succession planning, and client satisfaction initiatives for clients in the mining, utilities and energy industries. In addition, Ms. Carnes brings vast experience with capital markets and financing activities, having served as lead audit partner on some of the largest merger and acquisition transactions completed in the energy sector. | |

  23. Class II: Nominees Up for Election at the 2026 Annual Meeting

    | Proposal One | The Board & Committees | Corporate Governance | Director Compensation | Executive Compensation | Proposal Two | Proposal Three | Beneficial Stock Ownership | Audit Committee Matters | Proposal Four | Q&A | Other Information |

  24. Class II: Nominees Up for Election at the 2026 Annual Meeting

    | Andrei A. Mikhalevsky | AGE: 69 DIRECTOR SINCE 2023 BOARD COMMITTEES • Compensation • Governance | | BUSINESS EXPERIENCE Mr. Mikhalevsky was appointed as a director of SunCoke Energy, Inc., effective February 23, 2023. He is the former President and Chief Executive Officer of California Dairies, Inc., a leading milk marketing and processing cooperative co-owned by 390 dairy producers supplying 17 billion pounds of milk products annually. Mikhalevsky has more than 40 years of leadership experience. Prior to California Dairies, Inc., he served as managing director of global ingredients and foodservices at Fonterra Cooperative Group Ltd., the world’s largest dairy exporter. In this role, Mr. Mikhalevsky was responsible for developing and building many of Fonterra’s global customer partnerships. In addition, he oversaw Fonterra’s research and innovation division and its branded business in Latin America. Previously, Mr. Mikhalevsky held senior executive positions at Campbell Soup Company, Georgia Pacific Corp. and Symrise Inc. He has been affiliated with numerous food & dairy industry-related boards, trade associations, and charitable boards, including SmithFoods, where he has served as a Director since 2017. He was an Executive Board Member of the International Dairy Foods Association, from 2014 to 2021. Previous industry-related board experience includes: Dairy America, Board Member from 2012 to 2020 and Chairman from 2018 to 2020; The National Milk Producers Federation, Board Member and Delegate (2019 to 2020); Challenge Food Products, Board Chairman (2012 to 2019); the U.S. Dairy Export Council, Board Member (2012 to 2019); and the Dairy Innovation Center, Board Member (2012 to 2019). QUALIFICATIONS Mr. Mikhalevsky is a highly experienced senior-level executive, with global manufacturing and marketing expertise, as well as senior-level strategic planning and business development experience. He has been significantly engaged in trade advocacy efforts and legislative efforts in Washington D.C. and has testified before congressional committees and subcommittees. In addition, he has extensive board-level oversight experience as a director of several large private companies and industry associations. | |

  25. Class II: Nominees Up for Election at the 2026 Annual Meeting

    | Proposal One | The Board & Committees | Corporate Governance | Director Compensation | Executive Compensation | Proposal Two | Proposal Three | Beneficial Stock Ownership | Audit Committee Matters | Proposal Four | Q&A | Other Information |

  26. Class II: Nominees Up for Election at the 2026 Annual Meeting

    | Katherine T. Gates | AGE: 48 DIRECTOR SINCE 2023 BOARD COMMITTEES • None | | BUSINESS EXPERIENCE Ms. Gates was elected President of SunCoke Energy, Inc., and was appointed as a director on SunCoke’s Board of Directors, effective January 1, 2023. Prior to that, she was Senior Vice President, Chief Legal Officer and Chief Human Resource Officer since November 2019. Ms. Gates served as Senior Vice President, General Counsel and Chief Compliance Officer from October 2015 to November 2019. From July 2014 to October 2015, she was Vice President and Assistant General Counsel, where she focused on litigation, regulatory and commercial matters. In addition, from October 2015 through June 2019, Ms. Gates served as a director of SunCoke Energy Partners GP LLC, the general partner of SunCoke Energy Partners, L.P., our former master limited partnership subsidiary. Ms. Gates joined SunCoke in February 2013 as Senior Health, Environment and Safety Counsel. Ms. Gates practiced law for two decades. As a Partner at Beveridge & Diamond, P.C., she served on the firm’s Management Committee and also co-chaired the civil litigation section of the firm’s Litigation Practice Group. QUALIFICATIONS Ms. Gates’ legal and regulatory knowledge and skills, along with extensive executive experience at SunCoke, provides the Board of Directors with valuable expertise regarding operations, commercial, legal, environmental, health, safety and senior level strategic planning matters. | |

  27. Class II: Nominees Up for Election at the 2026 Annual Meeting

    | Proposal One | The Board & Committees | Corporate Governance | Director Compensation | Executive Compensation | Proposal Two | Proposal Three | Beneficial Stock Ownership | Audit Committee Matters | Proposal Four | Q&A | Other Information |

  28. Audit Committee

    | Proposal One | The Board & Committees | Corporate Governance | Director Compensation | Executive Compensation | Proposal Two | Proposal Three | Beneficial Stock Ownership | Audit Committee Matters | Proposal Four | Q&A | Other Information |

  29. Compensation Committee Interlocks and Insider Participation

    | Proposal One | The Board & Committees | Corporate Governance | Director Compensation | Executive Compensation | Proposal Two | Proposal Three | Beneficial Stock Ownership | Audit Committee Matters | Proposal Four | Q&A | Other Information |

  30. Board Leadership Structure

    | Proposal One | The Board & Committees | Corporate Governance | Director Compensation | Executive Compensation | Proposal Two | Proposal Three | Beneficial Stock Ownership | Audit Committee Matters | Proposal Four | Q&A | Other Information |

  31. Cybersecurity

    | Proposal One | The Board & Committees | Corporate Governance | Director Compensation | Executive Compensation | Proposal Two | Proposal Three | Beneficial Stock Ownership | Audit Committee Matters | Proposal Four | Q&A | Other Information |

  32. Insider Trading Policy Restrictions on Hedging & Pledging

    | Proposal One | The Board & Committees | Corporate Governance | Director Compensation | Executive Compensation | Proposal Two | Proposal Three | Beneficial Stock Ownership | Audit Committee Matters | Proposal Four | Q&A | Other Information |

  33. Indemnification Agreements

    | Proposal One | The Board & Committees | Corporate Governance | Director Compensation | Executive Compensation | Proposal Two | Proposal Three | Beneficial Stock Ownership | Audit Committee Matters | Proposal Four | Q&A | Other Information |

  34. Communications with the Board

    | Proposal One | The Board & Committees | Corporate Governance | Director Compensation | Executive Compensation | Proposal Two | Proposal Three | Beneficial Stock Ownership | Audit Committee Matters | Proposal Four | Q&A | Other Information |

  35. DIRECTOR COMPENSATION

    DIRECTOR COMPENSATION The compensation program for our independent directors is designed to attract experienced and highly qualified directors, provide appropriate compensation for their time, efforts, commitment and contributions to SunCoke Energy and our stockholders and align the interests of the independent directors and our stockholders. The Governance Committee reviews director compensation regularly. On a biennial basis, Meridian Compensation Partners LLC, or Meridian, an independent compensation consulting firm, presents a benchmarking report on director compensation for the same peer group of companies that the Compensation Committee uses to benchmark compensation for our executive. After reviewing the information presented by Meridian and other public information on the topic, the Compensation Committee evaluates the compensation program for our independent directors to ensure that it is consistent with market practice and makes recommendations of appropriate changes to the Board.

  36. Retainer Paid in Shares

    | Proposal One | The Board & Committees | Corporate Governance | Director Compensation | Executive Compensation | Proposal Two | Proposal Three | Beneficial Stock Ownership | Audit Committee Matters | Proposal Four | Q&A | Other Information |

  37. Director Compensation Table

    Director Compensation Table The table below sets forth the compensation paid by SunCoke Energy, Inc. to its independent directors in fiscal 2023. Mr. Rippey and Ms. Gates are employee directors and do not receive separate compensation for their Board service.

  38. Director Compensation Table

    | Name | Fees Earned or Paid in Cash ($) (1) | Stock Awards ($) (2) | Option Awards ($) | Non-Equity Incentive Plan Compensation ($) | Nonqualified Deferred Compensation Earnings ($) | All Other Compensation ($) | Total ($) | | Arthur F. Anton | 170,000 | 120,000 | | | | | 290,000 | | Martha Z. Carnes | 115,000 | 120,000 | | | | | 235,000 | | Ralph M. Della Ratta, Jr. | 115,000 | 120,000 | | | | | 235,000 | | Susan R. Landahl | 102,000 | 120,000 | | | | | 222,000 | | Michael W. Lewis | 100,000 | 120,000 | | | | | 220,000 | | Andrei A. Mikhalevsky (3) | 75,000 | 100,000 | | | | | 175,000 |

  39. Director Compensation Table

    | (1) The amounts in this column reflect all cash retainers paid to independent directors during fiscal year 2023. Mr. Della Ratta elected to have half ($57,500) of his annual cash retainer delivered in shares of Common Stock. |

  40. Director Compensation Table

    | (2) The amounts in this column represent the grant date fair value of the stock retainer payments paid to each director in fiscal 2023, calculated pursuant to FASB ASC Topic 718. Ms. Carnes, Ms. Landahl, Mr. Lewis, and Mr. Mikhalevsky each received their respective stock retainers in the form of share units. Messrs. Anton and Della Ratta each received their respective stock retainers in the form of shares of our Common Stock. |

  41. Director Compensation Table

    | (3) The compensation for Mr. Mikhalevsky was prorated for the number of full calendar months that he served as a director. |

  42. Director Compensation Table

    | Proposal One | The Board & Committees | Corporate Governance | Director Compensation | Executive Compensation | Proposal Two | Proposal Three | Beneficial Stock Ownership | Audit Committee Matters | Proposal Four | Q&A | Other Information |

  43. Compensation Discussion and Analysis (“CD&A”)

    | SECTION 1 — EXECUTIVE SUMMARY | 22 | | SECTION 2 — OUR COMPENSATION PHILOSOPHY | 24 | | SECTION 3 — ROLE OF MANAGEMENT, COMPENSATION CONSULTANTS AND MARKET DATA | 25 | | SECTION 4 — ELEMENTS OF COMPENSATION: PAY MIX, OPPORTUNITY AND LEVERAGE | 28 | | SECTION 5 — OTHER COMPENSATION INFORMATION | 34 |

  44. Compensation Discussion and Analysis (“CD&A”)

    | Proposal One | The Board & Committees | Corporate Governance | Director Compensation | Executive Compensation | Proposal Two | Proposal Three | Beneficial Stock Ownership | Audit Committee Matters | Proposal Four | Q&A | Other Information |

  45. SECTION 1 — EXECUTIVE SUMMARY

    SECTION 1 — EXECUTIVE SUMMARY Following record-setting Adjusted EBITDA (1) performance in 2022, the Company delivered solid financial performance in 2023 with strong domestic coke operational performance, coupled with headwinds in our Logistics segment. We further built upon our success in foundry coke by completing the foundry coke expansion project and expanding our market participation. The project improves handling efficiency of foundry coke while maintaining flexibility for the Jewell plant to shift between blast and foundry coke production. Our strategy to diversify our product and customer bases by producing and selling foundry coke and non-contracted blast furnace coke in the spot market has further established SunCoke as a supplier of high-quality products. We have developed strong customer relationships due to our reliable production, excellent quality, and operational and technical expertise. SunCoke’s reputation in the marketplace was additionally affirmed by the extension of our largest cokemaking contract with Cleveland-Cliffs, Inc. through September 2035, which positions our Indiana Harbor plant well for the future. Participation in the foundry and spot coke markets, and successful execution on our contracted coke sales, supported our Domestic Coke facilities in running at full capacity and selling out. Our long-term, take-or-pay coke contracts continue to provide stability to our coke operations, with strong operational performance driving our results in 2023. We were able to successfully sell all non-contracted coke tons into the foundry and spot coke markets during the year. These factors resulted in consolidated Adjusted EBITDA of $268.8 million, exceeding the high end of our guidance range of $250million to $265 million. Additionally, we generated $249.0 million in operating cash flow, exceeding our guidance range of $200 million to $215 million. Following strong performance from our Logistics segment in 2022 and 2021, we experienced weaker market conditions at the Company’s Convent Marine Terminal (“CMT”) in Louisiana during the second half of 2023. Tepid thermal coal demand in Europe due to milder weather and low-cost gas imports impacted the volume and price of thermal coal handled at CMT. We made great progress on our capital allocation priorities in 2023, focusing on further strengthening the balance sheet by lowering our gross debt by $43.8 million. We returned approximately $31 million of capital to shareholders, having increased our quarterly dividend from $0.08 per share to $0.10 per share during the year, representing a 25 percent increase. Additionally, we continued to work on developing the granulated pig iron (GPI) project at our Granite City plant. Safety is our first priority, and our 2023 performance, when measured against steel and coke industry-wide rates, continued to be better than those benchmarks. Moreover, we set our safety target, for the purposes of our annual incentive plan, significantly better than industry benchmarks. To that end, our safety record is best understood in comparison to industry-wide safety performance. Our Total Recordable Incident Rate (“TRIR”) was 0.99 for 2023. For comparison, the Bureau of Labor Statistics reported the overall TRIR for Petroleum and Coal (Coke) Products Manufacturing as 3.1, and the TRIR for the Iron and Steel Mills Sector as 2.2. (2) Environmental performance has always been central to our operations, and the Company continues to utilize actual, measurable environmental performance for our compensation program — as it has done since the Company’s inception. Our 2023 performance was excellent, achieving the maximum metrics and continuing our consistent, strong results from prior years.

  46. SECTION 1 — EXECUTIVE SUMMARY

    | (2) TRIR is described in greater detail in the Rationale and Definition for our Safety Performance metric under Annual Cash Incentive Awards on page 30 of this proxy statement. |

  47. SECTION 1 — EXECUTIVE SUMMARY

    | Proposal One | The Board & Committees | Corporate Governance | Director Compensation | Executive Compensation | Proposal Two | Proposal Three | Beneficial Stock Ownership | Audit Committee Matters | Proposal Four | Q&A | Other Information |

  48. 2023 PERFORMANCE HIGHLIGHTS

    | Proposal One | The Board & Committees | Corporate Governance | Director Compensation | Executive Compensation | Proposal Two | Proposal Three | Beneficial Stock Ownership | Audit Committee Matters | Proposal Four | Q&A | Other Information |

  49. SECTION 2 — OUR COMPENSATION PHILOSOPHY

    | Proposal One | The Board & Committees | Corporate Governance | Director Compensation | Executive Compensation | Proposal Two | Proposal Three | Beneficial Stock Ownership | Audit Committee Matters | Proposal Four | Q&A | Other Information |

  50. Compensation Governance Practices

    | ✔ What We Do: | × What We Don’t Do: | | ✔ Align pay and performance ✔ Utilize a market-based approach for determining NEO target pay levels ✔ Cap annual and long-term incentive awards ✔ Require a “double trigger” for payment of change in control cash severance ✔ Require significant stock ownership of executive officers ✔ Provide for clawback of incentive awards if our financial statements are restated ✔ Annually review risks associated with our compensation programs ✔ Regularly engage with our stockholders so that feedback on compensation can be provided ✔ Utilize an independent compensation consultant | × No tax gross-ups, including on change in control payments × No re-pricing or cash buyout of out-of-the-money stock options × No guaranteed minimum payout of annual or long-term performance awards × No individual employment contracts or individual change in control agreements beyond our severance / change in control plan × No hedging transactions, short sales or pledging of our Common Stock by our directors of executive officers × No dividends or dividend equivalents on unearned RSUs or performance shares × No perquisites, other than partial commuting allowances in lieu of relocation for certain executives |

  51. SECTION 3 — ROLE OF MANAGEMENT, COMPENSATION CONSULTANTS AND MARKET DATA

    SECTION 3 — ROLE OF MANAGEMENT, COMPENSATION CONSULTANTS AND MARKET DATA

  52. Role of Management

    | Proposal One | The Board & Committees | Corporate Governance | Director Compensation | Executive Compensation | Proposal Two | Proposal Three | Beneficial Stock Ownership | Audit Committee Matters | Proposal Four | Q&A | Other Information |

  53. Compensation Consultant

    Compensation Consultant Under its charter, the Compensation Committee has the sole authority to retain and terminate any compensation consultant used in the evaluation of executive compensation, and to approve the retention terms of the consultant, including fees. Meridian served as our independent compensation consultant in 2023, having been retained by the Compensation Committee in September 2021 to provide advice on executive compensation matters. The Compensation Committee regularly reviews the consultant’s independence relative to key factors identified in the applicable listing standards of the NYSE. Based on its assessment, the Compensation Committee concluded that Meridian is independent and that no conflicts of interest exist. Meridian provides advice on emerging trends, regulatory developments and data related to executive compensation. Meridian’s services included evaluating our NEO total compensation competitive positioning, developing our compensation peer group, assisting in our annual and long-term incentive plan design, assessing potential risks in our incentive plans, and assisting in the preparation of this CD&A. Meridian performs no other work for us.

  54. Market Data

    Market Data We operate in a unique sector of the industry, with no public companies that are direct competitors. The Compensation Committee considers national market survey data from Willis Towers Watson and Equilar. For Willis Towers Watson, this data was general industry survey data for companies with revenues of between $1 billion and $3 billion, while the data for Equilar was for companies with revenues between $1 billion to $5 billion (“General Industry Survey Data”). To supplement the survey data, the Compensation Committee considered compensation data derived from a peer group of 15 companies (the “Peer Group”). The nature of SunCoke’s long-term take-or-pay coke contracts, which pass through commodity and certain operating costs to customers, makes revenue a less meaningful criteria for purposes of selecting peer companies. As a result, the Company uses EBITDA as the primary financial metric in selecting companies from comparable industries. Selected companies generally fall within the range of one-third to three times SunCoke’s EBITDA. The Compensation Committee also considers other financial metrics, as appropriate, in making the final determination of peer companies. Market capitalization and enterprise value are used as reference measures when considering peer companies but these measures are volatile, especially in our industry.

  55. Market Data

    | Proposal One | The Board & Committees | Corporate Governance | Director Compensation | Executive Compensation | Proposal Two | Proposal Three | Beneficial Stock Ownership | Audit Committee Matters | Proposal Four | Q&A | Other Information |

  56. Market Data

    The approved compensation peer group for fiscal year 2023 was comprised of the following companies:

  57. Market Data

    | Company | 1-Year EBITDA (millions) | 3-Year EBITDA (millions) | 1-Year Revenue (millions) | Market Cap. at 12/31/23 (millions) | Enterprise Value at 12/31/23 (millions) | Primary Industry | | Eagle Materials Inc. | $724 | $1,814 | $2,148 | $7,076 | $8,150 | Construction Materials | | Warrior Met Coal, Inc. | $681 | $2,035 | $1,677 | $3,172 | $2,652 | Steel | | Cabot Corporation | $673 | $1,971 | $3,931 | $4,618 | $5,898 | Commodity Chemicals | | ATI Inc. | $537 | $1,708 | $4,174 | $5,801 | $7,669 | Steel | | Minerals Technologies Inc. | $375 | $1,057 | $2,170 | $2,321 | $3,118 | Specialty Chemicals | | Worthington Industries, Inc. (1) | $347 | $1,137 | $4,916 | N/A | N/A | Steel | | Quaker Chemical Corporation | $302 | $805 | $1,953 | $3,838 | $4,499 | Specialty Chemicals | | Enviri Corporation (2) | $275 | $776 | $2,069 | $719 | $2,199 | Environmental and Facilities Services | | Koppers Holdings Inc. | $250 | $627 | $2,154 | $1,067 | $1,961 | Commodity Chemicals | | Carpenter Technology Corporation | $238 | $343 | $2,550 | $3,491 | $4,175 | Steel | | Materion Corporation | $203 | $506 | $1,665 | $2,686 | $3,193 | Diversified Metals and Mining | | Kaiser Aluminum Corporation | $201 | $484 | $3,087 | $1,132 | $2,168 | Aluminum | | Ferro Corporation (3) | $199 | $446 | $1,126 | N/A | N/A | Specialty Chemicals | | Metallus Inc. (4) | $159 | $587 | $1,362 | $1,012 | $811 | Steel | | Radius Recycling, Inc. (5) | $105 | $649 | $2,882 | $840 | $1,203 | Steel | | 75th Percentile | $450 | $1,417 | $2,985 | $3,838 | $4,499 | | | Median (n=15) | $269 | $770 | $2,154 | $2,686 | $3,118 | | | 25th Percentile | $202 | $529 | $1,815 | $1,067 | $2,168 | | | SunCoke Energy, Inc. | $268 | $838 | $2,063 | $900 | $1,303 | Steel | | +/- Median | 0% | 9% | -4% | -67% | -58% | | | Percentile Rank vs. Peers | 50% | 58% | 35% | 11% | 9% | |

  58. Market Data

    Peer companies are sorted in descending order based on 1-Year EBITDA. Source for peer data: S&P Capital IQ Database (as of 3/5/2024); Revenue and EBITDA calculated for the most recent fiscal year, while market cap and enterprise value are shown as of 12/31/2023. Notes:

  59. Market Data

    | 1. | Worthington Industries completed the spin-off of Worthington Steel on December 1, 2023. Market capitalization and enterprise value as of 12/31/2023 are not available for the combined company. |

  60. Market Data

    | 2. | Formerly known as Harsco Corporation. |

  61. Market Data

    | 3. | Ferro Corporation was acquired by Prince International Corporation on April 21, 2022; trailing 1-year and 3-year figures reflect most recently reported data prior to acquisition. |

  62. Market Data

    | 4. | Formerly known as TimkenSteel Corporation. |

  63. Market Data

    | 5. | Formerly known as Schnitzer Steel Industries. |

  64. Market Data

    On September 6, 2023, the Compensation Committee approved a new compensation peer group for fiscal year 2024, removing Ferro Corporation from the foregoing list, and adding Summit Materials, Inc., and Ingevity Corporation as peers.

  65. Market Data

    | Proposal One | The Board & Committees | Corporate Governance | Director Compensation | Executive Compensation | Proposal Two | Proposal Three | Beneficial Stock Ownership | Audit Committee Matters | Proposal Four | Q&A | Other Information |

  66. Base Salary

    Base Salary Base salary is the only fixed portion of total direct compensation for our NEOs. We focus on setting base salaries that are market-based, though actual positioning may vary based on factors such as individual performance, responsibilities associated with the position, experience in the position and more broadly, internal equity and the competitive market at the time of recruitment. The Compensation Committee considers adjustments to the base salaries of executive officers on an annual basis. The Compensation Committee approved a merit-based increase of 5% for Mr. Rippey’s base salary to recognize his leadership in 2023, including increased participation in the foundry coke market, execution of spot blast coke sales, full utilization of our Domestic Coke plants, and the extension of the Indiana Harbor contract. This increase aligned his base salary closer to the peer group median. This increase, along with 5% increases for Mr. Hardesty and Mr. Quanci, were approved in February 2023. The Compensation Committee approved the increase in Ms. Gates’ base salary to reflect her promotion to the role of President in January 2023 and to align her base salary with comparable peer group data. Mr. Marinko joined the Company in March, 2022 and his compensation was approved at that time.

  67. Base Salary

    | Proposal One | The Board & Committees | Corporate Governance | Director Compensation | Executive Compensation | Proposal Two | Proposal Three | Beneficial Stock Ownership | Audit Committee Matters | Proposal Four | Q&A | Other Information |

  68. Annual Cash Incentive Awards

    Annual Cash Incentive Awards Overview: The NEOs participated in the SunCoke Annual Incentive Plan, or AIP, which is a performance-based annual cash incentive plan designed to promote the achievement of our annual business objectives by providing competitive incentive opportunities to employees who can significantly impact our performance. The payout under the AIP for each NEO is based on a combination of financial and operating goals detailed below, as well as individual performance. The payout if any, may not exceed 200% of a NEO’s target incentive opportunity. Target Incentive Opportunity: Each executive has a target incentive opportunity that is expressed as a percentage of annual salary. Effective January 1, 2023, the Compensation Committee approved a market-based increase of 5% for Ms. Gates’ target cash incentive to align her compensation with the peer group median, in connection with her promotion to the position of President. For 2023, our NEO’s target incentive opportunities were as shown in the table below.

  69. Annual Cash Incentive Awards

    | Named Executive Officer | Annual Base Salary ($) | Target Incentive as % of Salary | | Mr. Rippey | 1,030,399 | 110 | | Ms. Gates | 661,500 | 80 | | Mr. Marinko | 470,000 | 75 | | Mr. Hardesty | 481,893 | 75 | | Mr. Quanci | 426,297 | 70 |

  70. Annual Cash Incentive Awards

    For 2023, the AIP used the following corporate performance measures and weighting, which are unchanged from 2022:

  71. Annual Cash Incentive Awards

    | Metric | Weighting | Rationale and Definition | | Adjusted Earnings before Interest, Taxes, Depreciation and Amortization (Adjusted EBITDA) | 70% | Adjusted EBITDA was selected as the primary measure since it best aligns with key measures of our business strategy and strongly correlates with shareholder value creation. As defined in Item 7 of the Company’s Form 10K, Adjusted EBITDA is earnings before interest, taxes, depreciation and amortization (“EBITDA”), adjusted for any impairments, and (gain) loss on extinguishment of debt. | | Operating Cash Flow | 10% | Operating cash flow measures the cash generated by our business activities. The cash generated by our business activities includes receipts from customers and payments for operating expenses. |

  72. Annual Cash Incentive Awards

    | Proposal One | The Board & Committees | Corporate Governance | Director Compensation | Executive Compensation | Proposal Two | Proposal Three | Beneficial Stock Ownership | Audit Committee Matters | Proposal Four | Q&A | Other Information |

  73. Annual Cash Incentive Awards

    | Metric | Weighting | Rationale and Definition | | Safety Performance | 10% | Safety performance consists of an all-company target (Coke, Corporate and Logistics), which is measured using the regulatory Occupational Safety and Health Administration Total Recordable Incident Rate or TRIR (actual recordable incidents x 200,000, which is the approximate number of hours a person works each year multiplied by 100, divided by total man-hours worked). In addition, to achieve performance more than 100%, there must be no high severity incidents. High severity is defined as an injury resulting in permanent and total disability or resulting in a fatality. | | Environmental Performance | 10% | Environmental performance is determined by a comprehensive assessment of (i) venting levels relative to each plant’s operating permit or other agreements or allowances; (ii) the number of preventable “deviations,” which are defined as nonconformance with an Environmental Protection Agency air permit term; and (iii) consideration of other relevant factors. In conducting its assessment of these factors, the Compensation Committee uses a formulaic approach for (i) and (ii), but also applies its judgment when considering (iii) as a modifier. |

  74. Annual Cash Incentive Awards

    The AIP threshold, or 25% achievement, is set at a level that represents minimum acceptable performance by the Company in the context of the business conditions and other challenges. The target, or 100% achievement, is set at a level that represents performance that is demanding but attainable. The maximum, or 200% achievement, is set at a level that represents extraordinary performance. The 100% achievement factor for financial and operational metrics is set at the level of the Board-approved operating plan. The threshold (25%) and maximum (200%) achievement factors represent 80% and 110% of the target level performance, and a curve is utilized to establish payout levels between the threshold and maximum. The safety metric is based on annual performance relative to an internal target set each year, which is based on internal performance and external benchmarks. The environmental metric is based on permit compliance, including air emissions and deviations, as well as other factors important to the Company’s environmental results. The Company’s payout curve is designed to incentivize executives to find every opportunity, no matter how small, to increase Adjusted EBITDA, without sacrificing safety or environmental performance. SunCoke typically sets guidance within a $10 million to $15 million range, so increases of even $2 million of Adjusted EBITDA should be encouraged and recognized. AIP Compensation Decisions and Results: With respect to each performance measure, the table below shows the weighting, quantitative performance goals (at threshold, target and maximum) and actual performance. In addition, the table shows the weighted percentage of target incentive opportunity earned for each performance measure, and the total percentage of target incentive opportunity earned for 2023.

  75. Annual Cash Incentive Awards

    | Metric | Weighting | Performance Goals (in millions) | | | Actual Performance | | Weighted % of Target Incentive Opportunity | | | | | Threshold | Target | Maximum | | | | | | | | 25% of target | | 200% of target | | | | | | Adjusted EBITDA ($MM) | 70% | $206.00 | $257.50 | $283.30 | | 266.20 | | 93.62% | | Operating Cash Flow ($MM) | 10% | $138.50 | $190.00 | $215.50 | | 249.00 | | 20.00% | | Safety Performance | 10% | 1.1 | 0.8 | 0.3 | | 0.99 | | 5.25% | | Environmental Performance | 10% | Comprehensive Assessment | | | 145 | | 14.50 | | | Aggregate % of Target Incentive Opportunity Earned | | | | | | | | 133.37% |

  76. Annual Cash Incentive Awards

    The Compensation Committee also excluded from Adjusted EBITDA the positive impact of expenses related to our Black Lung reserves from legacy operations of $2.5 million below budgeted results. This is consistent with the exclusion of Black Lung reserve changes in prior years.

  77. Annual Cash Incentive Awards

    | Proposal One | The Board & Committees | Corporate Governance | Director Compensation | Executive Compensation | Proposal Two | Proposal Three | Beneficial Stock Ownership | Audit Committee Matters | Proposal Four | Q&A | Other Information |

  78. Annual Cash Incentive Awards

    In determining the 2023 AIP Payout, the Committee also considered:

  79. Annual Cash Incentive Awards

    | • | The Company’s 2023 financial results, with Operating Cash Flow and Adjusted EBITDA exceeding guidance. |

  80. Annual Cash Incentive Awards

    | • | Recognition of the Company’s advancement as a supplier of high-quality products to a more diverse customer base. |

  81. Annual Cash Incentive Awards

    | • | Strong Domestic Coke performance, including successful execution of contracted coke sales, as well as participation in the foundry coke market and spot market for blast furnace coke. |

  82. Annual Cash Incentive Awards

    | • | Strengthening of the balance sheet with further reduction in gross debt by approximately $43.8 million. |

  83. Annual Cash Incentive Awards

    | • | SunCoke’s safety performance, with a TRIR of 0.99, is meaningfully stronger when compared to our industry benchmarks. |

  84. Annual Cash Incentive Awards

    | • | Exceptional environmental performance through maximizing our objective metrics coupled with achieving difficult goals for environmental matters. |

  85. Annual Cash Incentive Awards

    After considering the foregoing notable achievements and performance of the management team, the Committee did not exercise its discretion to adjust the formulaic payout percentage of 133.37%. The Committee considers this payout level to be reasonable to recognize performance and aligned with enterprise and stockholder interests. The table below shows the 2023 AIP bonus amounts that were paid to each NEO:

  86. Annual Cash Incentive Awards

    | Named Executive Officer | Target Award ($) | Actual Award ($) | | Mr. Rippey | 1,133,439 | 1,511,668 | | Ms. Gates | 529,200 | 705,794 | | Mr. Marinko | 352,500 | 470,129 | | Mr. Hardesty | 361,420 | 482,025 | | Mr. Quanci | 298,408 | 397,987 |

  87. Annual Cash Incentive Awards

    For our 2024 AIP targets, we will follow our typical process and establish goals based on our business plan and guidance to stockholders. The plan reflects the expected earnings and cash flow based on (a) the terms of our contracts, (b) foundry, and/or spot blast furnace coke sales, and (c) volumes and pricing for our logistics segment. The rigorous metrics for Safety and Environmental performance will continue.

  88. Long-Term Incentives

    Long-Term Incentives Each year, the Compensation Committee reviews the Peer Group and General Industry survey data regarding the typical mix of short and long-term incentive awards. Based upon the NEO’s position, Peer Group practices and our compensation philosophy, the Compensation Committee determines each NEO’s target long-term incentive compensation (expressed as a percentage of base salary) and the allocation of target long-term incentive compensation among a mix of long-term incentive awards. For 2023, long-term incentive awards granted to our NEOs included performance share units, restricted share units, and long-term cash awards.

  89. Long-Term Equity Incentive Awards

    Long-Term Equity Incentive Awards Equity awards are designed to align our NEOs’ compensation with the interests of stockholders by providing: (1) a direct link between the NEOs’ incentive pay and stockholders’ gains, (2) management with the ability to increase equity ownership in the Company, (3) competitive compensation opportunities that can be realized through attainment of key performance goals and (4) an incentive that will attract and retain executives. There are two elements to our 2023 equity incentive program:

  90. Long-Term Equity Incentive Awards

    | • | Restricted Share Units: Restricted share units, or RSUs, represent rights to receive shares of our Common Stock, with vesting conditioned upon continued employment with the Company through the end of the applicable restriction period. RSU awards generally vest ratably over three years on each anniversary of the grant date. |

  91. Long-Term Equity Incentive Awards

    | Proposal One | The Board & Committees | Corporate Governance | Director Compensation | Executive Compensation | Proposal Two | Proposal Three | Beneficial Stock Ownership | Audit Committee Matters | Proposal Four | Q&A | Other Information |

  92. Long-Term Equity Incentive Awards

    | • | Performance Share Units: Performance share units, or PSUs, represent rights to receive shares of our Common Stock, with vesting conditioned upon the attainment of performance goals established by the Compensation Committee for the applicable performance period, as well as the participant’s continued employment with the Company. |

  93. Long-Term Equity Incentive Awards

    The Compensation Committee determines the performance metrics for the long-term awards based on the financial measures most relevant to the Company’s performance and generation of long-term value for stockholders. Our core business, the production of metallurgical coke, is a capital-intensive business with primarily take-or-pay contracts with integrated steel producers. Our revenue is largely determined by coal prices, where we are generally not at risk based on the structure of our take-or-pay coke contracts. Therefore, the Compensation Committee determined that the two most important drivers of long-term performance are cumulative Adjusted EBITDA and pre-tax Return on Invested Capital (ROIC), and therefore both are included as metrics in the PSUs and long-term performance cash awards. A Total Shareholder Return, or TSR modifier, is also used to partially adjust the performance share unit award value to reflect shareholder return, regardless of the underlying generation of three-year Adjusted EBITDA or three-year average pre-tax ROIC.

  94. 2023-2025 PSU Award

    2023-2025 PSU Award The 2023-2025 PSU awards may be earned over the three-year performance period ending on December 31, 2025. Each NEO may earn between zero percent and 200% of his or her target 2023-2025 PSU grant based on achieved performance against pre-determined performance goals, which are shown in the below table:

  95. 2023-2025 PSU Award

    | Metric | Threshold 25% | Target 100% | Maximum 200% | | Cumulative Adjusted EBITDA (weighted 50%) | $624.4M | $780.5M | $835.2M | | Average Pre-Tax ROIC (Coke, Logistics & Unallocated Corporate) (weighted 50%) | 11.5% | 14.4% | 15.4% |

  96. 2023-2025 PSU Award

    Adjusted EBITDA is an important measure in assessing operating performance. Our management, as well as certain investors, uses this measure to analyze our current and expected future financial performance. Adjusted EBITDA provides useful information to investors because it highlights trends in our business that may not otherwise be apparent when relying solely on other measures and because it eliminates items that have less bearing on our operating performance. Our long-term goals on Adjusted EBITDA and pre-tax ROIC are determined based on our contracts and capital investment. For our domestic coke segment, Adjusted EBITDA is based on running our coke plants at full capacity and selling all of our coke. We set spot coke pricing based on what we know about market conditions, which fluctuate and in turn will affect that amount of EBITDA we make. The logistics business Adjusted EBITDA is primarily driven by seaborne export market dynamics including the global demand of coal and commodity pricing. We set 2023 through 2025 financial targets based on these assumptions along with the aim to be aggressive and require continuous improvement in operations. PSUs are subject to a modifier that can increase or decrease the PSU payout by a multiplier of +/- 20% based on the Company’s Total Shareholder Return (“TSR”) performance over the three-year performance period. The Company’s TSR is ranked relative to the TSR of each company that is part of the NASDAQ Iron & Steel Index over the same period on a non-weighted basis. Performance between threshold, target or maximum levels will be determined by straight-line interpolation. The payout is capped at 240% (including the TSR modifier) of the target units. The Compensation Committee determines the level of achievement of the goals after the end of the performance period.

  97. 2021-2023 PSU Award

    2021-2023 PSU Award The three-year performance period for PSUs granted under the SunCoke Energy, Inc. Long-Term Performance Enhancement Plan, or LTPEP, in 2021, ended on December 31, 2023. The LTPEP was a former equity plan that was replaced by the Omnibus Plan in May 2022. Mr. Rippey, Ms. Gates and Mr. Hardesty received a payout under these PSUs. The payout for the PSUs was based on achievement against three-year cumulative Adjusted EBITDA performance goals (weighted 50%), and on achievement against three year average pre-tax ROIC for the Coke and Logistics businesses plus unallocated corporate income performance goals (weighted 50%).

  98. 2021-2023 PSU Award

    | Proposal One | The Board & Committees | Corporate Governance | Director Compensation | Executive Compensation | Proposal Two | Proposal Three | Beneficial Stock Ownership | Audit Committee Matters | Proposal Four | Q&A | Other Information |

  99. 2021-2023 PSU Award

    In addition, the PSUs granted in 2021 contained a modifier that can increase or decrease the PSU payout by a multiplier of +/- 25% based on the Company’s TSR performance over the three-year performance period. The Company’s TSR is ranked relative to the TSR of each company that is part of the NASDAQ Iron & Steel Index over the same period on a non-weighted basis. If SunCoke achieved maximum performance levels on all metrics and the modifier, the payout would be capped at 250% of the target. Based upon performance as shown in the following table, the NEOs received 216.70% of their target PSU grant and accumulated dividends.

  100. 2021-2023 PSU Award

    | SunCoke 2021 – 2023 Metrics for PSUs (Adj. EBITDA) | | | | | | | | | | Threshold | Target | Maximum | | | | | % of Award | 0% | 100% | 200% | Results | Performance Payout% | | Three-year cumulative earnings before interest, taxes, depreciation and amortization (“Adj. EBITDA”). | 50% | 519.0 | 649.0 | 694.0 | 841.9 | 200.0% | | SunCoke 2021 – 2023 Metrics for PSUs (Pre-tax ROIC) | | | | | | | | | | Threshold | Target | Maximum | | | | | % of Award | 0% | 100% | 200% | Results | Performance Payout% | | Three-year average pre-tax return on invested capital (“ROIC”), including coke, logistics and unallocated corporate cost, but excluding discontinued operations and legacy costs [e.g., Black Lung, pensions and other postemployment benefits] | 50% | 7.3% | 9.2% | 9.8% | 13.7% | 200.0% | | SunCoke 2021 – 2023 TSR Modifier and Final PSU Award Payout | | | | | | | | At the end of the three-year performance period (December 31, 2023), the number of vested PSUs was determined as set forth above. Performance between threshold, target and maximum values were adjusted proportionately. Once determined, the number of vested PSUs was multiplied by a TSR Modifier, and the product is the number of shares of SunCoke common stock to be paid in settlement of the vested PSUs. In the event that SunCoke’s TSR performance is negative, the overall payout of the award is capped at 100%. The TSR Modifier can range from 75% to 125% based on the 3-year TSR of SunCoke Common Stock relative to the common stock of companies within the NASDAQ Iron & Steel Index. Based on the TSR of SunCoke Common Stock for the 2021 - 2023 period, the TSR modifier was 1.083%. | | | | | Payout Pre- TSR Modifier (.5 x 200.0%) + (.5 x 200.0%) | 200.0% | | | | | | | TSR Modifier | 1.08% | | | | | | | Final PSU Award Payout | 216.7% |

  101. 2023-2025 Long-Term Performance Cash Incentive Awards

    2023-2025 Long-Term Performance Cash Incentive Awards The 2023-2025 long-term performance cash incentive awards are designed to align the executives’ compensation with the interests of stockholders by providing competitive compensation opportunities that can be realized through attainment of performance goals and provide an incentive to attract and retain executives. Awards are granted with vesting conditioned upon the attainment of performance goals established by the Compensation Committee for the applicable performance period, as well as the participant’s continued employment with SunCoke. The 2023-2025 long-term performance cash incentive awards may be earned over the three-year performance period ending on December 31, 2025. Each NEO may earn between zero percent and 200% of his or her target long-term performance cash incentive awards based on achieved performance against pre-determined performance goals, which are shown in the below table:

  102. 2023-2025 Long-Term Performance Cash Incentive Awards

    | Metric | Threshold 0% | Target 100% | Maximum 200% | | Cumulative Adjusted EBITDA (weighted 50%) | $624.40M | $780.50M | $835.20M | | Average Pre-Tax ROIC (Coke, Logistics & Unallocated Corporate) (weighted 50%) | 11.50% | 14.40% | 15.40% |

  103. 2023-2025 Long-Term Performance Cash Incentive Awards

    Our long-term goals on Adjusted EBITDA and pre-tax ROIC are determined based on our contracts and capital investment. We set goals that are aggressive and require continuous improvement in operations. In addition, our long-term cash incentive awards are subject to other terms and conditions set forth in the applicable award agreements.

  104. 2023-2025 Long-Term Performance Cash Incentive Awards

    | Proposal One | The Board & Committees | Corporate Governance | Director Compensation | Executive Compensation | Proposal Two | Proposal Three | Beneficial Stock Ownership | Audit Committee Matters | Proposal Four | Q&A | Other Information |

  105. 2021-2023 Long-Term Cash Incentive Award

    2021-2023 Long-Term Cash Incentive Award The three-year performance period for the long-term cash incentive awards granted in 2021 under the LTPEP ended on December 31, 2023. Each of our NEOs received a payout under these long-term cash incentive awards, based on achievement against three-year cumulative Adjusted EBITDA performance goals (weighted 50%), and on achievement against three year average pre-tax ROIC for the Coke and Logistics businesses plus unallocated corporate income performance goals (weighted 50%). Unlike the PSUs, these long-term cash incentive grants do not contain a modifier that can increase or decrease the payout based on the Company’s TSR performance over the three-year performance period. Based upon performance during the three-year performance period, the NEOs received 200.0% of their target long-term cash incentive award.

  106. Recoupment Policies

    | Proposal One | The Board & Committees | Corporate Governance | Director Compensation | Executive Compensation | Proposal Two | Proposal Three | Beneficial Stock Ownership | Audit Committee Matters | Proposal Four | Q&A | Other Information |

  107. Retirement Benefits

    | • | Savings Restoration Plan: The Savings Restoration Plan, or SRP, is an unfunded, nonqualified deferred compensation plan that is made available to participants in the SunCoke 401(k) Plan whose compensation exceeds the IRS limits on compensation that can be considered under that Plan ($330,000 for 2023). Under the SRP, employees can make an advance election to defer on a pre-tax basis up to 50% of the portion of their salary and bonus that exceeds the compensation limit. Company contributions will be credited to the accounts of each employee who elects to defer compensation and they consist of (1) a matching Company contribution equal to 100% of the first 5% of compensation deferred by the participant under the SRP and (2) an additional Company contribution equal to 3% of the compensation deferred by the participant under the SRP. SunCoke Energy can also make additional discretionary contributions. |

  108. Severance and Change in Control Benefits

    Severance and Change in Control Benefits Our NEOs participate in the SunCoke Energy Executive Involuntary Severance Plan and the SunCoke Energy Special Executive Severance Plan. The purpose of these plans is to recognize an executive’s service to SunCoke Energy and provide a market competitive level of protection and assistance if an executive is involuntarily terminated. The Special Executive Severance Plan is also designed to reinforce and encourage the continued attention and dedication of senior executives of SunCoke Energy in the event of a possible major transaction. These plans are described in detail in the “Potential Payments upon Termination or Change in Control” section of this proxy statement.

  109. Assessment of Risk Related to Compensation Practices

    | Proposal One | The Board & Committees | Corporate Governance | Director Compensation | Executive Compensation | Proposal Two | Proposal Three | Beneficial Stock Ownership | Audit Committee Matters | Proposal Four | Q&A | Other Information |

  110. Assessment of Risk Related to Compensation Practices

    Overall, we believe that our compensation programs contain an appropriate balance of fixed and variable features and short- and long-term incentives, as well as complementary metrics with reasonable, performance-based goals and payout curves under our incentive programs. We believe that these factors, combined with effective Board and management oversight, operate to mitigate risk and reduce the likelihood of employees engaging in excessive risk-taking behavior with respect to the compensation-related aspects of their jobs. In the case of employees below the Senior Vice President level, salary is generally a significant portion of compensation. In the case of the NEOs, annual cash incentive compensation awards were based on multiple metrics, target goals were set at appropriate levels, and payments were capped at 200% of an individual target. Long-term incentive awards, which consist of restricted share units and performance share units, contain multi-year vesting periods, thus promoting employee retention and aligning management’s interest with those of our stockholders. Our stock ownership requirements help further align the interests of executives with those of stockholders.

  111. Accounting and Tax Considerations

    | Proposal One | The Board & Committees | Corporate Governance | Director Compensation | Executive Compensation | Proposal Two | Proposal Three | Beneficial Stock Ownership | Audit Committee Matters | Proposal Four | Q&A | Other Information |

  112. Summary Compensation Table

    Summary Compensation Table The following table sets forth compensation information for our NEOs for the fiscal years ended December 31, 2023, December 31, 2022 and December 31, 2021:

  113. Summary Compensation Table

    | Named Executive Officer | Year | Salary ($) | Bonus ($) | Stock Awards ($) (1) | Option Awards ($) (2) | Non-Equity Incentive Plan Compensation ($) (3) | All Other Compensation ($) | Total ($) | | Michael G. Rippey Chief Executive Officer | 2023 | 1,030,399 | — | 2,681,498 | | 3,084,168 | 240,893(4) | 7,036,958 | | | 2022 | 981,332 | — | 2,502,391 | | 3,792,665 | 203,588 | 7,479,976 | | | 2021 | 945,812 | — | 2,758,176 | | 1,572,037 | 134,950 | 5,410,975 | | Katherine T. Gates President | 2023 | 661,500 | — | 759,486 | | 930,794 | 146,049(5) | 2,497,829 | | | 2022 | 477,405 | — | 358,052 | | 929,714 | 119,204 | 1,884,375 | | | 2021 | 460,125 | — | 395,700 | | 512,747 | 97,605 | 1,466,177 | | Mark Marinko SVP & Chief Financial Officer | 2023 | 470,000 | — | 359,749 | | 470,129 | 76,654(6) | 1,376,532 | | | 2022 | 391,667 | — | 352,488 | | 487,111 | 15,403 | 1,246,669 | | P Michael Hardesty SVP, Com Ops, BD Int’l Coke & Terminals | 2023 | 481,893 | — | 368,859 | | 698,325 | 139,789(7) | 1,688,866 | | | 2022 | 458,945 | — | 344,208 | | 893,765 | 126,369 | 1,823,287 | | | 2021 | 442,334 | — | 382,054 | | 492,921 | 105,592 | 1,422,901 | | John F. Quanci VP, Chief Technology Officer | 2023 | 426,297 | — | 153,310 | | 655,809 | 75,768(8) | 1,311,184 | | | 2022 | 405,997 | — | 146,932 | | 707,327 | 62,720 | 1,322,976 | | | 2021 | 391,302 | — | 137,768 | | 495,122 | 58,410 | 1,082,602 |

  114. Summary Compensation Table

    | (1) The amounts reported in this column reflect the grant date fair value of restricted share unit and performance share unit awards made under our long-term incentive plans to the NEOs listed in this table, determined in accordance with FASB ASC Topic 718. The performance share unit amounts are based on the probable outcome of the performance conditions. See Note 15 to Item 8 of the Company’s 2023 the Form 10-K for a complete description of the assumptions used for these valuations. For 2023, the grant date fair value of the performance share unit awards were as follows, assuming the performance conditions of such awards are achieved at their maximum potential levels: |

  115. Summary Compensation Table

    | Named Executive Officer | 2023 ($) | | Mr. Rippey | 2,236,105 | | Ms. Gates | 633,334 | | Mr. Marinko | 299,994 | | Mr. Hardesty | 307,598 |

  116. Summary Compensation Table

    | (2) The Company did not grant any stock options to NEOs in 2021, 2022, or 2023 |

  117. Summary Compensation Table

    | (3) The amounts in this column reflect annual cash incentive payments to each NEO under the AIP. A description of this plan can be found in the Compensation Discussion and Analysis section of this proxy statement. The Non-Equity Incentive Plan compensation for Mr. Rippey, Ms. Gates, Mr. Hardesty and Mr. Quanci also includes payments made under the Long Term Cash Incentive Plan (a predecessor to the Omnibus Plan). The 2021 long-term cash incentive awards to these NEOs vested, with payout based upon Company performance of cumulative adjusted EBITDA and pre-tax ROIC, weighted equally, during the three-year period from January 1, 2021 through December 31, 2023. |

  118. Summary Compensation Table

    | (4) The All Other Compensation column for 2023 includes (i) $214,493 representing Company matching and annual contributions to the Savings Restoration Plan; and (ii) $26,400 representing Company matching contributions to the SunCoke 401(k) Plan. |

  119. Summary Compensation Table

    | (5) The All Other Compensation column for 2023 includes (i) $79,649 representing Company matching and annual contributions to the Savings Restoration Plan; and (ii) $26,400 representing Company matching contributions to the SunCoke 401(k) Plan; and (iii) $40,000 as a commuting allowance. |

  120. Summary Compensation Table

    | (6) The All Other Compensation column for 2023 includes (i) $50,254 representing Company matching and annual contributions to the Savings Restoration Plan; and (ii) $26,400 representing Company matching contributions to the SunCoke 401(k) Plan. |

  121. Summary Compensation Table

    | (7) The All Other Compensation column for 2023 includes (i) $63,389 representing Company matching and annual contributions to the Savings Restoration Plan; (ii) $26,400 representing Company matching contributions to the SunCoke 401(k) Plan; and (iii) $50,000 as a commuting allowance. |

  122. Summary Compensation Table

    | (8) The All Other Compensation column for 2023 includes (i) $49,368 representing Company matching and annual contributions to the Savings Restoration Plan; and (ii) $26,400 representing Company matching contributions to the SunCoke 401(k) Plan. |

  123. Summary Compensation Table

    | Proposal One | The Board & Committees | Corporate Governance | Director Compensation | Executive Compensation | Proposal Two | Proposal Three | Beneficial Stock Ownership | Audit Committee Matters | Proposal Four | Q&A | Other Information |

  124. 2023 Grant of Plan-Based Awards Table

    2023 Grant of Plan-Based Awards Table The following table sets forth the plan-based grants made during the fiscal year ended December 31, 2023:

  125. 2023 Grant of Plan-Based Awards Table

    | | | Estimated Future Payouts Under Non-Equity Incentive Plan awards | | | Estimated Future Payouts Under Equity Incentive Plan Awards (1) | | | All Other Stock Awards: No. of Shares of Stock or Units (#) (3) | All Other Option Awards: No. of Securities Underlying Options (#) (4) | Exercise or Base Price of Option Awards ($/Share) | Grant Date Fair Value of Stock and Option Awards ($) (5) | | Named Executive Officer | Grant Date | Threshold ($) | Target ($) | Maximum ($) | Threshold (#) (2) | Target (#) | Maximum (#) | | | | | | Mr. Rippey | | 283,360 (6) | 1,133,439 (7) | 2,266,878 | | | | | | | | | | | — (8) | 875,839 (9) | 1,751,678 | | | | | | | | | | 02/23/2023 | | | | — | 94,686 | 227,246 | | | | 931,710 | | | 02/23/2023 | | | | | | | 189,371 | | | 1,749,788 | | Ms. Gates | | 132,300 (6) | 529,200 (7) | 1,058,400 | | | | | | | | | | | — (8) | 248,063 (9) | 496,125 | | | | | | | | | | 02/23/2023 | | | | — | 26,818 | 64,363 | | | | 263,889 | | | 02/23/2023 | | | | | | | 53,636 | | | 495,597 | | Mr. Marinko | | 88,125 (6) | 352,500 (7) | 705,000 | | | | | | | | | | | — (8) | 117,500 (9) | 235,000 | | | | | | | | | | 02/23/2023 | | | | — | 12,703 | 30,487 | | | | 124,998 | | | 02/23/2023 | | | | | | | 25,406 | | | 234,751 | | Mr. Hardesty | | 90,355 (6) | 361,420 (7) | 722,839 | | | | | | | | | | | — (8) | 120,473 (9) | 240,946 | | | | | | | | | | 02/23/2023 | | | | — | 13,025 | 31,260 | | | | 128,166 | | | 02/23/2023 | | | | | | | 26,049 | | | 240,693 | | Mr. Quanci | | 74,602 (6) | 298,408 (7) | 596,816 | | | | | | | | | | | — (8) | 102,311 (9) | 204,623 | | | | | | | | | | 02/23/2023 | | | | — | — | — | 16,592 | | | 153,310 |

  126. 2023 Grant of Plan-Based Awards Table

    | (1) The amounts reported in these columns represent the target number of performance share units granted to each NEO, and the range of the potential number of performance share units that may be issued to each NEO for the 2023 - 2025 performance period. Each unit represents the right to receive a share of Company Common Stock. Terms applicable to the performance share units grant reported in this column are described in the Compensation Discussion and Analysis. In general, these performance share units vest on the third anniversary date of the grant subject to a risk of forfeiture by participant, with the payout of such PSUs being conditioned upon performance goals and continued employment at SunCoke Energy until the date the Compensation Committee determines the payout levels. The awards are also subject to pro rata vesting upon retirement and accelerated vesting of the target amount upon death, disability, or a qualifying termination following a change in control of SunCoke Energy. Dividend equivalents are paid to the extent the award vests. |

  127. 2023 Grant of Plan-Based Awards Table

    | (2) Under the performance share unit award agreement, no payment is made until a minimum performance level is met, and performance at or above such level will result in a payment ranging from one share to the maximum amount, subject to the approval of the Compensation Committee. |

  128. 2023 Grant of Plan-Based Awards Table

    | (3) This column reflects the number of restricted share units granted to our NEOs. In general, these awards vest on the first, second and third anniversary date of the grant, subject to continued employment with SunCoke Energy (or continued vesting upon retirement after the year of grant), and accelerated vesting upon death, disability or a qualifying termination following a change in control of SunCoke Energy. |

  129. 2023 Grant of Plan-Based Awards Table

    | (4) No stock options were granted in 2023, as described in the Omnibus Plan section of the Compensation Discussion and Analysis. |

  130. 2023 Grant of Plan-Based Awards Table

    | (5) The grant date fair value was calculated in accordance with FASB ASC Topic 718. See Note 15 to Item 8 of the Company’s 2023 Form 10-K for a complete description of the assumptions used for these valuations. |

  131. 2023 Grant of Plan-Based Awards Table

    | (6) Under the AIP, no payment is made based on corporate performance until a minimum performance level is met, and performance at or above such level will result in a payment ranging from 25% to the maximum amount, subject to the approval of the Compensation Committee. |

  132. 2023 Grant of Plan-Based Awards Table

    | (7) The amounts in these columns were established under the AIP. These estimated payouts were based on pre-established goals for 2023. Thus, the amounts shown in the columns reflect the range of potential payments when the performance goals were set in early 2023. Actual amounts paid for 2023 are shown in the Summary Compensation Table. A description of the AIP can be found in the Compensation Discussion and Analysis section of this proxy statement. |

  133. 2023 Grant of Plan-Based Awards Table

    | Proposal One | The Board & Committees | Corporate Governance | Director Compensation | Executive Compensation | Proposal Two | Proposal Three | Beneficial Stock Ownership | Audit Committee Matters | Proposal Four | Q&A | Other Information |

  134. 2023 Grant of Plan-Based Awards Table

    | (8) Under the terms of the long-term cash incentive awards granted pursuant to the Omnibus Plan, no payment is made until a minimum performance level is met, and performance at or above such level will result in a payment ranging from one dollar to the maximum amount, subject to the approval of the Compensation Committee. |

  135. 2023 Grant of Plan-Based Awards Table

    | (9) Amounts reflect a long-term performance cash award made under the Omnibus Plan. Awards will vest based on performance during the period of 2023 - 2025 and consists of 50% three-year cumulative Adjusted EBITDA and 50% three-year pre-tax ROIC. In general, these long term performance cash awards on the third anniversary date of the grant subject to a risk of forfeiture by participant, with the payout of such award being conditioned upon performance goals and continued employment at the Company until the date the Compensation Committee determines the payout levels. The awards are also subject to pro rata vesting upon retirement and accelerated vesting of the target amount upon death, disability, or a qualifying termination following a change in control of the Company. |

  136. 2023 Outstanding Equity Awards at Fiscal Year-End Table

    2023 Outstanding Equity Awards at Fiscal Year-End Table The following table sets forth the outstanding equity awards as of December 31, 2023:

  137. 2023 Outstanding Equity Awards at Fiscal Year-End Table

    | | Option Awards | | | | Stock Awards | | | | | Named Executive Officer | No. of Securities Underlying Unexercised Options Exercisable (#) | No. of Securities Underlying Unexercised Options UnExercisable (#) | Option Exercise Price ($) (1) | Option Expiration Date | No. of Shares or Units of Stock That Have Not Vested (#) | Market Value of Shares or Units of Stock That Have Not Vested ($) (2) | Equity Incentive Plan Awards: Number of Unearned Shares, Units or other Rights that Have Not Vested (#) (3) | Equity Incentive Plan Awards: Market Value, Units or other Rights that Have Not Vested ($) (2) | | Mr. Rippey | 72,864 | | 10.80 | 12/6/2027 | 429,860(4) | 4,616,696 | 205,313 | 2,205,062 | | | 131,112 | | 9.87 | 2/13/2029 | | | | | | Ms. Gates | 1,986 | | 22.30 | 2/26/2024 | 88,098(5) | 946,173 | 42,647 | 458,029 | | | 7,890 | | 16.90 | 2/18/2025 | | | | | | | 5,512 | | 9.85 | 2/15/2027 | | | | | | | 14,126 | | 10.49 | 2/14/2028 | | | | | | | 20,537 | | 9.87 | 2/13/2029 | | | | | | Mr. Marinko | — | — | — | — | 42,988(6) | 461,691 | 25,890 | 278,059 | | Mr. Hardesty | 12,368 | | 22.30 | 2/26/2024 | 59,261(7) | 636,463 | 28,242 | 303,319 | | | 19,950 | | 16.90 | 2/18/2025 | | | | | | | 4,410 | | 9.85 | 2/15/2027 | | | | | | | 14,126 | | 10.49 | 2/14/2028 | | | | | | | 20,537 | | 9.87 | 2/13/2029 | | | | | | Mr. Quanci | 5,028 | | 22.30 | 2/26/2024 | 36,388(8) | 390,807 | — | — | | | 9,406 | | 16.90 | 2/18/2025 | | | | | | | 4,532 | | 3.80 | 2/17/2026 | | | | | | | 2,630 | | 9.85 | 2/15/2027 | | | | | | | 3,905 | | 10.49 | 2/14/2028 | | | | | | | 8,175 | | 9.87 | 2/13/2029 | | | | |

  138. 2023 Outstanding Equity Awards at Fiscal Year-End Table

    | (1) Vesting of these options is continued upon retirement after the year of grant and accelerated upon death, disability or a qualifying termination following a change in control of the Company. |

  139. 2023 Outstanding Equity Awards at Fiscal Year-End Table

    | (2) The market value of these shares is based on the closing price of the Company’s Common Stock on December 31, 2023, which was $10.74. |

  140. 2023 Outstanding Equity Awards at Fiscal Year-End Table

    | (3) These shares reflect the target number of performance share units granted on February 24, 2022 for the 2022 - 2024 performance period and the target number of performance share units granted on February 23, 2023 for the 2023 -2025 performance period. |

  141. 2023 Outstanding Equity Awards at Fiscal Year-End Table

    | (4) 92,986 of these restricted share units were granted on February 25, 2021, which will vest on the third anniversary of the grant date. 147,503 of these restricted share units were granted on February 24, 2022, of which one-half will vest on each of the second and third anniversary of the grant date. 189,371 of these restricted share units were granted on February 23, 2023, of which one-third will vest on each of the first, second and third anniversary of the grant date. |

  142. 2023 Outstanding Equity Awards at Fiscal Year-End Table

    | Proposal One | The Board & Committees | Corporate Governance | Director Compensation | Executive Compensation | Proposal Two | Proposal Three | Beneficial Stock Ownership | Audit Committee Matters | Proposal Four | Q&A | Other Information |

  143. 2023 Outstanding Equity Awards at Fiscal Year-End Table

    | (5) 13,357 of these restricted share units were granted on February 25, 2021, which will vest on the third anniversary of the grant date. 20,105 of these restricted share units were granted on February 24, 2022, of which one-half will vest on each of the second and third anniversary of the grant date. 53,636 of these restricted share units were granted on February 23, 2023, of which one-third will vest on each of the first, second and third anniversary of the grant date. |

  144. 2023 Outstanding Equity Awards at Fiscal Year-End Table

    | (6) 17,582 of these restricted share units were granted on March 7, 2022, of which one-half will vest on each of the second and third anniversary of the grant date. 25,406 of these restricted share units were granted on February 23, 2023, of which one-third will vest on each of the first, second and third anniversary of the grant date. |

  145. 2023 Outstanding Equity Awards at Fiscal Year-End Table

    | (7) 12,923 of these restricted share units were granted on February 25, 2021, which will vest on the third anniversary of the grant date. 20,289 of these restricted share units were granted on February 24, 2022, of which one-half will vest on each of the second and third anniversary of the grant date. 26,049 of these restricted share units were granted on February 23, 2023, of which one-third will vest on each of the first, second and third anniversary of the grant date. |

  146. 2023 Outstanding Equity Awards at Fiscal Year-End Table

    | (8) 6,874 of these restricted share units were granted on February 25, 2021, which will vest on the third anniversary of the grant date. 12,922 of these restricted share units were granted on February 24, 2022, of which one-half will vest on each of the second and third anniversary of the grant date. 16,592 of these restricted share units were granted on February 23, 2023, of which one-third will vest on each of the first, second and third anniversary of the grant date. |

  147. 2023 Option Exercises and Stock Vested Table

    2023 Option Exercises and Stock Vested Table The following table sets forth the exercises of options and vested awards for the fiscal year ended December 31, 2023:

  148. 2023 Option Exercises and Stock Vested Table

    | | Option Awards | | Stock Awards | | | Name | No. of Shares Acquired on Exercise (#) | Value Realized on Exercise ($) (1) | No. of Shares Acquired on Vesting (#) | Value Realized on Vesting ($) (2) | | Mr. Rippey | — | — | 488,116 | 4,962,976 | | Ms. Gates | — | — | 70,331 | 714,873 | | Mr. Marinko | — | — | 8,792 | 84,227 | | Mr. Hardesty | 17,778 | 101,512 | 67,695 | 687,994 | | Mr. Quanci | — | — | 20,940 | 195,857 |

  149. 2023 Option Exercises and Stock Vested Table

    | (1) The amounts in this column represent the value realized by multiplying the number of shares acquired upon option exercise by the amount by which the share value exceeded the exercise price upon exercise. |

  150. 2023 Option Exercises and Stock Vested Table

    | (2) The amounts in this column represent the value realized by multiplying the closing price of our Common Stock on the date of vesting by the number of shares vested. Also, included for Mr. Rippey, Ms. Gates and Mr. Hardesty are the vested PSUs from the February 25, 2021 PSU award, which vested at 216.7%, as approved by the Compensation Committee on February 22, 2024. |

  151. Savings Restoration Plan

    | Proposal One | The Board & Committees | Corporate Governance | Director Compensation | Executive Compensation | Proposal Two | Proposal Three | Beneficial Stock Ownership | Audit Committee Matters | Proposal Four | Q&A | Other Information |

  152. 2023 Nonqualified Deferred Compensation Table

    2023 Nonqualified Deferred Compensation Table The following table sets forth information regarding the contributions, earnings and account balances under our Savings Restoration Plan, or SRP, for 2023:

  153. 2023 Nonqualified Deferred Compensation Table

    | Named Executive Officer | Executive Contributions in 2023 ($) (1) | Registrant Contributions in 2023 ($) (2) | Aggregate Earnings (Losses) in 2023 ($) (3) | Aggregate Withdrawals/ Distributions in 2023 ($) | Aggregate Balance as of December 31, 2023 ($) (4) | | Mr. Rippey | 134,058 | 214,493 | 367,913 | — | 1,850,340 | | Ms. Gates | 49,781 | 79,649 | 114,302 | — | 741,385 | | Mr. Marinko | 31,409 | 50,254 | 14,235 | — | 103,357 | | Mr. Hardesty | 71,731 | 63,389 | 120,555 | — | 918,594 | | Mr. Quanci | 30,855 | 49,368 | 91,372 | — | 689,748 |

  154. 2023 Nonqualified Deferred Compensation Table

    | (1) These amounts represent elective executive deferrals of salary or non-equity incentive compensation under our SRP from the amounts included in the Summary Compensation Table under “Salary” or “Non-Equity Incentive Plan Compensation”, respectively. |

  155. 2023 Nonqualified Deferred Compensation Table

    | (2) These amounts represent contributions made under our SRP, which include matching contributions equal to 100% of the first 5% and an annual contribution equal to 3% of compensation deferred by the participant under the SRP. These amounts are reported in the Summary Compensation Table under “All Other Compensation”. |

  156. 2023 Nonqualified Deferred Compensation Table

    | (3) The earnings/(losses) in this column are not included in the Summary Compensation Table. |

  157. 2023 Nonqualified Deferred Compensation Table

    | (4) The aggregate balances reported in this column for each NEO include amounts reported in Summary Compensation Tables for 2023 and prior years: Mr. Rippey: $1,139,029; Ms. Gates: $500,962; Mr. Marinko: 9,810; Mr. Hardesty: $665,513; and Mr. Quanci: $520,285. |

  158. Potential Payments upon Termination or Change in Control

    Potential Payments upon Termination or Change in Control We provide benefits to our NEOs upon termination of employment under certain circumstances. These benefits are in addition to the benefits to which the NEOs would be entitled upon a termination of employment generally (which include vested retirement benefits accrued as of the date of termination, stock-based awards that are vested as of the date of termination, accrued and unused vacation and the right to elect continued health coverage pursuant to the Consolidated Omnibus Budget Reconciliation Act, or COBRA). The incremental benefits payable to the NEOs are described as follows:

  159. Executive Involuntary Severance Plan

    | Proposal One | The Board & Committees | Corporate Governance | Director Compensation | Executive Compensation | Proposal Two | Proposal Three | Beneficial Stock Ownership | Audit Committee Matters | Proposal Four | Q&A | Other Information |

  160. Omnibus Long-Term Incentive Plan

    | Proposal One | The Board & Committees | Corporate Governance | Director Compensation | Executive Compensation | Proposal Two | Proposal Three | Beneficial Stock Ownership | Audit Committee Matters | Proposal Four | Q&A | Other Information |

  161. Potential Payments upon Termination or Change in Control Table

    Potential Payments upon Termination or Change in Control Table The table set forth below quantifies the benefits payments that would be paid to each current NEO pursuant to the arrangements described above, assuming a termination of employment and/or change in control occurred on December 31, 2023:

  162. Potential Payments upon Termination or Change in Control Table

    | Named Executive Officer | Death/Disability ($) | Termination Prior to a Change in Control ($) | Termination in Connection with a Change in Control ($) | | Mr. Rippey | | | | | • Cash Severance (1) | — | 4,327,676 | 4,327,676 | | • Annual Incentive (2) | 1,511,668 | 1,511,668 | 1,511,668 | | • Health & Welfare Continuation (3) | — | 15,166 | 15,457 | | • Stock Option Acceleration Value (4) | 114,067 | 114,067 | 114,067 | | • Restricted Share Units Acceleration Value (4) | 4,616,696 | 4,108,235 | 4,108,235 | | • Performance Share Units Acceleration Value (4) | 2,205,062 | 2,205,062 | 3,573,048 | | • Long-Term Cash Incentive (5) | 1,709,972 | 1,709,972 | 2,514,326 | | • Outplacement (6) | — | 8,900 | 8,900 | | TOTAL | 10,157,465 | 14,000,746 | 16,173,377 | | Ms. Gates | | | | | • Cash Severance (1) | — | 1,786,050 | 2,381,400 | | • Annual Incentive (2) | 705,794 | 705,794 | 705,794 | | • Health & Welfare Continuation (3) | | 1,310 | 2,030 | | • Stock Option Acceleration Value (4) | 26,304 | 26,403 | 26,304 | | • Restricted Share Units Acceleration Value (4) | 946,173 | — | — | | • Performance Share Units Acceleration Value (4) | 458,029 | — | 656,759 | | • Long-Term Cash Incentive (5) | 367,414 | — | 478,331 | | • Outplacement (6) | — | 8,900 | 8,900 | | TOTAL | 2,503,713 | 2,528,358 | 4,259,519 | | Mr. Marinko | | | | | • Cash Severance (1) | — | 1,233,750 | 1,645,000 | | • Annual Incentive (2) | 470,129 | 470,129 | 470,129 | | • Health & Welfare Continuation (3) | | 25,093 | 34,421 | | • Stock Option Acceleration Value (4) | — | — | — | | • Restricted Share Units Acceleration Value (4) | 461,691 | — | — | | • Performance Share Units Acceleration Value (4) | 278,059 | — | 441,445 | | • Long-Term Cash Incentive (5) | 235,000 | — | 348,505 | | • Outplacement (6) | — | 8,900 | 8,900 | | TOTAL | 1,444,879 | 1,737,872 | 2,948,401 | | Mr. Hardesty | | | | | • Cash Severance (1) | — | 1,264,968 | 1,686,624 | | • Annual Incentive (2) | 482,025 | 482,025 | 482,025 | | • Health & Welfare Continuation (3) | | 19,172 | 26,137 | | • Stock Option Acceleration Value (4) | 25,324 | 25,324 | 25,324 | | • Restricted Share Units Acceleration Value (4) | 636,463 | 566,522 | 566,522 | | • Performance Share Units Acceleration Value (4) | 303,319 | 155,583 | 491,489 | | • Long-Term Cash Incentive (5) | 235,210 | 116,649 | 345,850 | | • Outplacement (6) | — | 8,900 | 8,900 | | TOTAL | 1,682,341 | 2,639,142 | 3,632,870 |

  163. Potential Payments upon Termination or Change in Control Table

    | Proposal One | The Board & Committees | Corporate Governance | Director Compensation | Executive Compensation | Proposal Two | Proposal Three | Beneficial Stock Ownership | Audit Committee Matters | Proposal Four | Q&A | Other Information |

  164. Potential Payments upon Termination or Change in Control Table

    | Named Executive Officer | Death/Disability ($) | Termination Prior to a Change in Control ($) | Termination in Connection with a Change in Control ($) | | Mr. Quanci | | | | | • Cash Severance (1) | — | 724,705 | 1,449,411 | | • Annual Incentive (2) | 397,987 | 397,987 | 397,987 | | • Health & Welfare Continuation (3) | | 29,767 | 40,654 | | • Stock Option Acceleration Value (4) | 41,881 | 41,881 | 41,881 | | • Restricted Share Units Acceleration Value (4) | 390,807 | — | — | | • Performance Share Units Acceleration Value (4) | — | — | — | | • Long-Term Cash Incentive (5) | 199,751 | — | 293,712 | | • Outplacement (6) | — | 8,900 | 8,900 | | TOTAL | 1,030,426 | 1,203,240 | 2,232,544 |

  165. Potential Payments upon Termination or Change in Control Table

    | (1) These amounts represent the salary continuation made in accordance with the Executive Involuntary Severance Plan for termination prior to a change in control and the Special Executive Severance Plan on or after a change in control. |

  166. Potential Payments upon Termination or Change in Control Table

    | (2) These amounts represent the current year annual incentive made in accordance with the Executive Involuntary Severance Plan for termination prior to a change in control, the Special Executive Severance Plan on or after a change in control and the AIP for termination for death or disability. |

  167. Potential Payments upon Termination or Change in Control Table

    | (3) These amounts reflect the continuation of medical benefits and life insurance coverage under the Executive Involuntary Severance Plan and the continuation of medical, vision, dental benefits and life insurance coverage under the Special Executive Severance Plan. |

  168. Potential Payments upon Termination or Change in Control Table

    | (4) The market value of stock options, RSUs and PSUs that would vest under our equity plans is calculated based on the closing price of our Common Stock on December 31, 2023, which was $10.74, and PSU performance as of December 31, 2023. Any NEO who is retirement eligible as of December 31, 2023 is entitled to continued vesting of stock options, RSUs, PSUs and long-term performance cash pursuant to the retirement provisions of the applicable award agreements. |

  169. Potential Payments upon Termination or Change in Control Table

    | (5) These amounts represent the value of long-term performance cash awards that would vest, and is based on performance as of December 31, 2023. |

  170. Potential Payments upon Termination or Change in Control Table

    | (6) These amounts represent the outplacement benefit our executives are eligible to receive under each termination Plan. |

  171. CEO Pay Ratio

    CEO Pay Ratio As provided for by the Dodd-Frank Wall Street Reform and Consumer Protection Act, the SEC requires companies to disclose the ratio of the median employee’s total annual compensation relative to total annual compensation of the CEO. As disclosed in the “Summary Compensation Table”, the 2023 total annual compensation for our CEO was $7,036,958. We estimate that the 2023 total annual compensation for the median employee out of all our employees, excluding our CEO, calculated in the same manner that the total compensation of our CEO was calculated and reported in the Summary Compensation Table, was $111,908. The resulting ratio of our CEO’s total annual compensation to that of the median employee, excluding our CEO, for 2023 is approximately 62.9 to 1. To identify the median of our employees, we used the gross annual earnings reported to taxing authorities and ranked employees from highest to lowest for all employees as of December 31, 2021. Employee data is annualized for new hires and employees with a leave of absence. The pay ratio reported above is a reasonable estimate calculated in a manner consistent with SEC rules based on our internal records and the methodology described above. The SEC rules for identifying the median employee and calculating the pay ratio based on that employee’s total annual compensation provides for companies to adopt a variety of methodologies, apply certain exclusions, and make reasonable estimates and assumptions that reflect their employee populations and compensation practices. Therefore, the pay ratio reported by other companies may not be comparable to ours, as other companies have different employee populations and compensation practices and may utilize different methodologies, exclusions, estimates, and assumptions.

  172. CEO Pay Ratio

    | Proposal One | The Board & Committees | Corporate Governance | Director Compensation | Executive Compensation | Proposal Two | Proposal Three | Beneficial Stock Ownership | Audit Committee Matters | Proposal Four | Q&A | Other Information |

  173. Pay versus Performance Disclosure

    Pay versus Performance Disclosure As required by Section 953(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act, and Item 402(v) of Regulation S-K, we are providing the following information about the relationship between “compensation actually paid” to our CEO and to our other NEOs and certain financial performance of the Company. Compensation actually paid, as determined under SEC requirements, does not reflect the actual amount of compensation earned by or paid to our executive officers during a covered year. For further information concerning the Company’s pay-for-performance philosophy and how the Company aligns executive compensation with the Company’s performance, refer to the Compensation Discussion and Analysis.

  174. Pay versus Performance Table

    Pay versus Performance Table

  175. Pay versus Performance Table

    | | | | | | Value of Initial Fixed $100 Investment Based on: | | | | | (a) | (b) | (c) | (d) | (e) | (f) | (g) | (h) | (i) | | Year | Summary Compensation Table Total for PEO (1) ($) | Compensation Actually Paid to PEO (2) ($) | Average Summary Compensation Table Total for Non-PEO NEOs (3) ($) | Average Compensation Actually Paid to Non-PEO NEOs (4) ($) | Total Shareholder Return ($) | Peer Group Total Shareholder Return (5) ($) | Net Income (6) ($mm) | Adjusted EBITDA (7) ($mm) | | 2023 | 7,036,958 | 9,716,485 | 1,718,603 | 1,999,733 | 205 | 301 | 57.5 | 268.8 | | 2022 | 7,479,976 | 10,983,862 | 1,255,461 | 1,490,330 | 158 | 222 | 100.7 | 297.7 | | 2021 | 5,410,975 | 8,598,532 | 1,092,805 | 1,010,626 | 116 | 190 | 43.4 | 275.4 | | 2020 | 4,013,702 | 2,664,824 | 1,135,178 | 879,759 | 74 | 110 | 3.7 | 205.9 |

  176. Pay versus Performance Table

    | (1) For each of the years shown in the foregoing table, the Principal Executive Officer (“PEO”) is Michael G. Rippey. The dollar amounts reported in column (b) are the amounts of total compensation reported for Mr. Rippey for each corresponding year in the “Total” column of the Summary Compensation Table (“SCT”). |

  177. Pay versus Performance Table

    | (2) The dollar amounts reported in column (c) represent the amount of “compensation actually paid” (“CAP”) to the PEO computed in accordance with Item 402(v) of Regulation S-K. As required, these dollar amounts include (among other items) unpaid amounts of equity compensation that may be realizable in future periods, and as such, these dollar amounts do not reflect the actual amount of compensation earned by, or paid to, the PEO during the applicable year. In accordance with the requirements of Item 402(v) of Regulation S-K, the following adjustments were made to the PEO’s total compensation to determine the CAP: |

  178. Pay versus Performance Table

    | Year | Reported Summary Compensation Table Total for PEO ($) | Minus: Reported Summary Compensation Table Value of Equity Awards (i) ($) | Plus: Equity Award Adjustments (ii) ($) | Compensation Actually Paid to PEO ($) | | 2023 | 7,036,958 | 2,681,498 | 5,361,026 | 9,716,485 | | 2022 | 7,479,976 | 2,502,391 | 6,006,277 | 10,983,862 | | 2021 | 5,410,975 | 2,758,176 | 5,945,733 | 8,598,532 | | 2020 | 4,013,702 | 2,203,220 | 854,342 | 2,664,824 |

  179. Pay versus Performance Table

    | (i) The amounts included in this column are the amounts reported in “Stock Awards” column of the SCT for each applicable year. |

  180. Pay versus Performance Table

    | Proposal One | The Board & Committees | Corporate Governance | Director Compensation | Executive Compensation | Proposal Two | Proposal Three | Beneficial Stock Ownership | Audit Committee Matters | Proposal Four | Q&A | Other Information |

  181. Pay versus Performance Table

    | (ii) The equity award adjustments for 2023 were calculated in accordance with the methodology required by Item 402(v) of Regulation S-K, to include the fair value of current and prior year equity awards that are outstanding, vested or forfeited during the applicable year, instead of the grant date value of awards granted during the applicable year and include accrued dividend equivalents. Since the Company does not provide a defined benefit pension plan to its executives, there is no adjustment required for this element. The amounts deducted or added in calculating the equity award adjustments for the PEO are provided in the table below. |

  182. Pay versus Performance Table

    | Year | Year-End Fair Value of Current Year Awards Outstanding as of Year End ($) | | Change in Value as of Year-End for Prior Year Awards Outstanding as of Year-End ($) | | Change in Value as of Vesting Date for Prior Year Awards that Vested During the Year ($) | | Value as of Vesting Date for Current Year Awards that Vested During the Year* ($) | | Value as of Vesting Date for Dividend Equivalents that Vested During the Year ($) | | Value as of Prior Year-End for Prior Year Awards Forfeited During the Year ($) | | Value of Equity for Purpose of Reporting “Compensation Actually Paid” ($) | | 2023 | 3,177,698 | + | 1,459,244 | + | 348,046 | + | 0 | + | 376,038 | - | 0 | = | 5,361,026 |

  183. Pay versus Performance Table

    | * We generally do not issue equity awards that vest in the year of grant. |

  184. Pay versus Performance Table

    | (3) The dollar amounts reported in column (d) represent the average of the amounts reported for the Company’s NEOs as a group (excluding the PEO) in the “Total” column of the SCT in each applicable year. Our non-PEO NEOs included in the table above are the following individuals: |

  185. Pay versus Performance Table

    | • | for 2023 and 2022 : Katherine T. Gates, Mark W. Marinko, P. Michael Hardesty, and John F. Quanci; |

  186. Pay versus Performance Table

    | • | for 2021 : Katherine T. Gates, Fay West, Allison S. Lausas, P. Michael Hardesty, and John F. Quanci; and |

  187. Pay versus Performance Table

    | • | for 2020 : Katherine T. Gates, Fay West, P. Michael Hardesty, and John F. Quanci |

  188. Pay versus Performance Table

    | (4) The dollar amounts reported in column (e) represent the average amount of “compensation actually paid” to the Non-PEO NEOs as a group, as computed in accordance with Item 402(v) of Regulation S-K. The dollar amounts do not reflect the actual average amount of compensation earned by, or paid to, the Non-PEO NEOs as a group during the applicable year. In accordance with the requirements of Item 402(v) of Regulation S-K, the following adjustments were made to average total compensation for the Non-PEO NEOs as a group to determine the compensation actually paid: |

  189. Pay versus Performance Table

    | Year | Average Reported Summary Compensation Table Total for Non-PEO NEOs ($) | Minus: Average Reported Summary Compensation Table Value of Equity Awards for Non-PEO NEOs (i) ($) | Plus: Average Equity Award Adjustments (ii) ($) | Average Compensation Actually Paid to Non-PEO NEOs ($) | | 2023 | 1,718,603 | 410,351 | 691,481 | 1,999,733 | | 2022 | 1,255,461 | 240,336 | 475,205 | 1,490,330 | | 2021 | 1,092,805 | 385,980 | 303,801 | 1,010,626 | | 2020 | 1,135,178 | 280,532 | 25,113 | 879,759 |

  190. Pay versus Performance Table

    | (i) Represents the average total of the amounts reported in the “Stock Awards” column of the Summary Compensation Table for the Non-PEO NEOs for the applicable year. |

  191. Pay versus Performance Table

    | Proposal One | The Board & Committees | Corporate Governance | Director Compensation | Executive Compensation | Proposal Two | Proposal Three | Beneficial Stock Ownership | Audit Committee Matters | Proposal Four | Q&A | Other Information |

  192. Pay versus Performance Table

    | (ii) The equity award adjustments for 2023 were calculated using the same methodology described above in footnote (2) with respect to reconciliation of Summary Compensation Table total amounts to total “Compensation Actually Paid” for the PEO. Since the Company does not provide a defined benefit pension plan to its executives, there is no adjustment required for this element. The amounts deducted or added in calculating the equity award adjustments for the PEO are provided in the table below. |

  193. Pay versus Performance Table

    | Year | Average Year-End Fair Value of Current Year Awards Outstanding as of Year End ($) | | Average Change in Value as of Year-End for Prior Year Awards Outstanding as of Year-End ($) | | Average Change in Value as of Vesting Date for Prior Year Awards that Vested During the Year ($) | | Average Value as of Vesting Date for Current Year Awards that Vested During the Year* ($) | | Average Value as of Vesting Date for Dividend Equivalents that Vested During the Year ($) | | Average Value as of Prior Year-End for Prior Year Awards Forfeited During the Year ($) | | Average Value of Equity for Purpose of Reporting “Compensation Actually Paid” ($) | | 2023 | 485,414 | + | 136,350 | + | 31,182 | + | 0 | + | 38,534 | - | 0 | = | 691,481 |

  194. Pay versus Performance Table

    | (iii) | * We generally do not issue equity awards that vest in the year of grant. |

  195. Pay versus Performance Table

    | (5) The cumulative TSR depicts a hypothetical $100 investment in SunCoke Energy common stock on December 31, 2019, and shows the value of that investment over time (assuming the reinvestment of dividends) for each calendar year. A hypothetical $100 investment in the peer group using the same methodology is shown for comparison. As permitted by SEC rules, for 2020, 2021, and 2022, the Company utilized the NASDAQ U.S. Benchmark Iron & Steel Index, which is the industry peer group we used for purposes of Item 201(e) of Regulation S-K. The dollar values shown in column (g) of the table thus reflect the NASDAQ U.S. Benchmark Iron & Steel Index TSR. The fourteen companies currently included in this index are: Cleveland-Cliffs Inc, Commercial Metals Co, Carpenter Technology Corp, Haynes International Inc, Nucor Corp, Northwest Pipe Co, Reliance Steel & Aluminum Co, Ryerson Holding Corp, Schnitzer Steel Industries Inc, Steel Dynamics Inc, Timkensteel Corp, Worthington Industries Inc, United States Steel Corp and Olympic Steel Inc. The separate peer group used by the Compensation Committee for purposes of determining compensation paid to our executive officers is described on page 27 of this proxy statement. |

  196. Pay versus Performance Table

    | (6) Presented in millions. Net income is as listed in the Company’s financial statements in accordance with U.S. GAAP. |

  197. Pay versus Performance Table

    | (7) In accordance with SEC rules, the Company is required to include in the Pay versus Performance table the “most important” financial performance measure (as determined by the Company) used to link compensation actually paid to our executive officers to company performance for the most recently completed fiscal year. The Company has determined that Adjusted EBITDA , which is a metric included in our long-term and short-term incentive programs. Management believes that Adjusted EBITDA best reflects the ongoing performance of the Company during the periods presented and provides relevant and meaningful insight to investors regarding the Company’s operating results. We therefore have included this performance measure in the Pay versus Performance table. Adjusted EBITDA is a non-GAAP measure used to supplement the Company’s U.S. GAAP disclosures and should not be viewed as alternatives to U.S. GAAP measures of performance. Furthermore, such non-GAAP measures may not be consistent with similar measures provided or used by other companies. |

  198. Most Important Performance Measures Linking Compensation Actually Paid During 2022 to Company Performance

    Most Important Performance Measures Linking Compensation Actually Paid During 2022 to Company Performance As required, we disclose below the most important measures used by the Company to link compensation actually paid to our NEOs to Company performance for the 2022 fiscal year. For further information regarding these performance metrics and their function in our executive compensation program, please see “Compensation Discussion and Analysis” beginning on page 21.

  199. Most Important Performance Measures Linking Compensation Actually Paid During 2022 to Company Performance

    | Most Important Performance Measures (Unranked) | | • Adjusted EBITDA | | • Operating Cash Flow | | • Pre-tax Return on Invested Capital (ROIC) | | • Safety Performance | | • Environmental Performance |

  200. Most Important Performance Measures Linking Compensation Actually Paid During 2022 to Company Performance

    | Proposal One | The Board & Committees | Corporate Governance | Director Compensation | Executive Compensation | Proposal Two | Proposal Three | Beneficial Stock Ownership | Audit Committee Matters | Proposal Four | Q&A | Other Information |

  201. Most Important Performance Measures Linking Compensation Actually Paid During 2022 to Company Performance

    Set forth below are charts showing the relationship between “Compensation Actually Paid” and the financial performance metrics set forth in the Pay versus Performance table above, as well as the relationship of the Company’s Total Shareholder Return (“TSR”) compared to our Peer Groups’ TSR. As noted above, “Compensation Actually Paid” for purposes of the tabular disclosure and the following charts was calculated in accordance with SEC rules and does not fully represent the actual final amount of compensation earned by, or actually paid to, our NEOs during the applicable years. GRAPHICAL REPRESENTATION: COMPANY-SELECTED METRIC (Adjusted EBITDA) versus CAP As noted above, we believe long-term, performance-based equity incentive awards create alignment with stockholders’ interests. As shown in the chart below, the Company’s Adjusted EBITDA has steadily increased each year and demonstrates generation of earnings from core operations:

  202. Most Important Performance Measures Linking Compensation Actually Paid During 2022 to Company Performance

    | Proposal One | The Board & Committees | Corporate Governance | Director Compensation | Executive Compensation | Proposal Two | Proposal Three | Beneficial Stock Ownership | Audit Committee Matters | Proposal Four | Q&A | Other Information |

  203. Most Important Performance Measures Linking Compensation Actually Paid During 2022 to Company Performance

    GRAPHICAL REPRESENTATION: NET INCOME versus CAP Set forth below in accordance with Item 402(v) of Regulation S-K is a graphical representation of Net Income compared to CAP. As shown in the chart below, the Company’s net income increased significantly from 2020 to 2021 and also increased from 2021 to 2022. This measure is somewhat aligned with the calculated CAP for both the PEO and the Non-PEO NEOs, although the correlation related to Net Income impact is overshadowed by the impact of changes in the Company’s stock price on CAP primarily due to the Company’s use of equity incentives that are tied directly to stock price, as described above. Notably, the Company does not use Net Income to determine compensation levels or long-term incentive plan payouts.

  204. Most Important Performance Measures Linking Compensation Actually Paid During 2022 to Company Performance

    | Proposal One | The Board & Committees | Corporate Governance | Director Compensation | Executive Compensation | Proposal Two | Proposal Three | Beneficial Stock Ownership | Audit Committee Matters | Proposal Four | Q&A | Other Information |

  205. Most Important Performance Measures Linking Compensation Actually Paid During 2022 to Company Performance

    GRAPHICAL REPRESENTATION: TSR versus CAP As shown in the chart below, the calculated CAP for both the PEO and the Non-PEO NEOs is correlated with the Company’s TSR for each of the years set forth in the table above. This is due primarily to the Company’s use of equity awards in the long-term incentive compensation granted pursuant to the Omnibus Plan, which results in the alignment of the value of our executives’ outstanding and unvested awards with shareholders ’interests. As described in detail in the Compensation Discussion and Analysis beginning on page 21, awards issued under our long-term incentive compensation program are directly linked to stock price and represent a substantial portion of our NEOs’ compensation which serves to align our executives’ interests with our shareholders’ interests. The impact of equity incentive compensation is greater for the PEO’s CAP calculation because the portion of his compensation that is delivered in the form of equity incentives is greater than that for the Non-PEO NEOs. Set forth below in accordance with Item 402(v) of Regulation S-K is a graphical representation of cumulative total shareholder return compared to CAP:

  206. Most Important Performance Measures Linking Compensation Actually Paid During 2022 to Company Performance

    | Proposal One | The Board & Committees | Corporate Governance | Director Compensation | Executive Compensation | Proposal Two | Proposal Three | Beneficial Stock Ownership | Audit Committee Matters | Proposal Four | Q&A | Other Information |

  207. ADVISORY APPROVAL OF EXECUTIVE COMPENSATION

    | Proposal One | The Board & Committees | Corporate Governance | Director Compensation | Executive Compensation | Proposal Two | Proposal Three | Beneficial Stock Ownership | Audit Committee Matters | Proposal Four | Q&A | Other Information |

  208. VOTES ON EXECUTIVE COMPENSATION

    | Proposal One | The Board & Committees | Corporate Governance | Director Compensation | Executive Compensation | Proposal Two | Proposal Three | Beneficial Stock Ownership | Audit Committee Matters | Proposal Four | Q&A | Other Information |

  209. Beneficial Stock Ownership of Persons Owning More Than Five Percent of Common Stock

    | Proposal One | The Board & Committees | Corporate Governance | Director Compensation | Executive Compensation | Proposal Two | Proposal Three | Beneficial Stock Ownership | Audit Committee Matters | Proposal Four | Q&A | Other Information |

  210. Delinquent Section 16(a) Reports

    | Proposal One | The Board & Committees | Corporate Governance | Director Compensation | Executive Compensation | Proposal Two | Proposal Three | Beneficial Stock Ownership | Audit Committee Matters | Proposal Four | Q&A | Other Information |

  211. Audit Committee Report

    | Proposal One | The Board & Committees | Corporate Governance | Director Compensation | Executive Compensation | Proposal Two | Proposal Three | Beneficial Stock Ownership | Audit Committee Matters | Proposal Four | Q&A | Other Information |

  212. Audit Committee Pre-Approval Policy

    | Proposal One | The Board & Committees | Corporate Governance | Director Compensation | Executive Compensation | Proposal Two | Proposal Three | Beneficial Stock Ownership | Audit Committee Matters | Proposal Four | Q&A | Other Information |

  213. RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

    | Proposal One | The Board & Committees | Corporate Governance | Director Compensation | Executive Compensation | Proposal Two | Proposal Three | Beneficial Stock Ownership | Audit Committee Matters | Proposal Four | Q&A | Other Information |

  214. QUESTIONS AND ANSWERS ABOUT THE 2024 ANNUAL MEETING

    | Proposal One | The Board & Committees | Corporate Governance | Director Compensation | Executive Compensation | Proposal Two | Proposal Three | Beneficial Stock Ownership | Audit Committee Matters | Proposal Four | Q&A | Other Information |

  215. QUESTIONS AND ANSWERS ABOUT THE 2024 ANNUAL MEETING

    | Proposal One | The Board & Committees | Corporate Governance | Director Compensation | Executive Compensation | Proposal Two | Proposal Three | Beneficial Stock Ownership | Audit Committee Matters | Proposal Four | Q&A | Other Information |

  216. QUESTIONS AND ANSWERS ABOUT THE 2024 ANNUAL MEETING

    | Proposal One | The Board & Committees | Corporate Governance | Director Compensation | Executive Compensation | Proposal Two | Proposal Three | Beneficial Stock Ownership | Audit Committee Matters | Proposal Four | Q&A | Other Information |

  217. QUESTIONS AND ANSWERS ABOUT THE 2024 ANNUAL MEETING

    | Proposal One | The Board & Committees | Corporate Governance | Director Compensation | Executive Compensation | Proposal Two | Proposal Three | Beneficial Stock Ownership | Audit Committee Matters | Proposal Four | Q&A | Other Information |

  218. QUESTIONS AND ANSWERS ABOUT THE 2024 ANNUAL MEETING

    | Proposal One | The Board & Committees | Corporate Governance | Director Compensation | Executive Compensation | Proposal Two | Proposal Three | Beneficial Stock Ownership | Audit Committee Matters | Proposal Four | Q&A | Other Information |

  219. QUESTIONS AND ANSWERS ABOUT THE 2024 ANNUAL MEETING

    | Proposal One | The Board & Committees | Corporate Governance | Director Compensation | Executive Compensation | Proposal Two | Proposal Three | Beneficial Stock Ownership | Audit Committee Matters | Proposal Four | Q&A | Other Information |

  220. Future Stockholder Proposals

    | Proposal One | The Board & Committees | Corporate Governance | Director Compensation | Executive Compensation | Proposal Two | Proposal Three | Beneficial Stock Ownership | Audit Committee Matters | Proposal Four | Q&A | Other Information |