DEF 14A of SunCoke Energy, Inc.
Filed Apr 1, 2026 · FY20250001193125-26-136032
NOTICE OF 2026 ANNUAL MEETING
| Summary Compensation Table | 38 | | 2025 Grant of Plan-Based Awards Table | 39 | | 2025 Outstanding Equity Awards at Fiscal Year-End Table | 40 | | 2025 Option Exercises and Stock Vested Table | 41 | | 2025 Nonqualified Deferred Compensation Table | 42 | | Omnibus Long-Term Incentive Plan | 43 | | Potential Payments Upon Termination or Change in Control Table | 44 | | CEO Pay Ratio | 45 | | Pay versus Performance Disclosure | 46 | | PROPOSAL 2 — ADVISORY APPROVAL OF 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 3 — RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM | 57 | | Recommendation | 57 | | QUESTIONS AND ANSWERS ABOUT THE 2026 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 |
NOTICE OF 2026 ANNUAL MEETING
| Proposal One | The Board & Committees | Corporate Governance | Director Compensation | Executive Compensation | Proposal Two | Beneficial Stock Ownership | Audit Committee Matters | Proposal Three | Q&A | Other Information |
ELECTION OF DIRECTORS
ELECTION OF DIRECTORS
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 six members: Arthur F. Anton, Martha Z. Carnes, Ralph M. Della Ratta, Jr., Katherine T. Gates, Susan R. Landahl, and Andrei A. Mikhalevsky. Our Board 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: Martha Z. Carnes and Katherine T. Gates, and the Board has nominated each of them for a new three-year term that will expire at the annual meeting in 2029, 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 2026 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 2026 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.
Board of Directors
| RECOMMENDATION The Board of Directors unanimously recommends that you vote “FOR” the election of the Company’s two nominees for director: Martha Z. Carnes and Katherine T. Gates. |
Board of Directors
| Proposal One | The Board & Committees | Corporate Governance | Director Compensation | Executive Compensation | Proposal Two | Beneficial Stock Ownership | Audit Committee Matters | Proposal Three | Q&A | Other Information |
Director Nominee Skills, Experience, and Background
Director Nominee Skills, Experience, and Background Our directors come from a variety of backgrounds and bring a varied 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 2026 Annual Meeting:
Director Nominee Skills, Experience, and Background
| Nominee Skills | | | | | | | | | Strategic Planning / Business Development C-suite, or functionally equivalent leadership position for a manufacturing entity. Development and implementation of proactive, innovative and pragmatic solutions for optimizing manufacturing processes. | | ✔ | | | ✔ | ✔ | ✔ | | General Manufacturing Senior management role responsible for significant large-scale industrial manufacturing and distribution operations, and development, implementation and reporting of production quality standards, operational performance metrics and manufacturing targets. | | ✔ | | | ✔ | ✔ | ✔ | | 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, compensation and benefits, and health & 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 cybersecurity and data privacy risk management and the importance of information technology in enabling proper control over financial reporting. | | ✔ | ✔ | ✔ | | ✔ | | | International Expertise 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. | | ✔ | ✔ | ✔ | ✔ | ✔ | |
Director Nominee Skills, Experience, and Background
| Proposal One | The Board & Committees | Corporate Governance | Director Compensation | Executive Compensation | Proposal Two | Beneficial Stock Ownership | Audit Committee Matters | Proposal Three | Q&A | Other Information |
Director Snapshot
| Proposal One | The Board & Committees | Corporate Governance | Director Compensation | Executive Compensation | Proposal Two | Beneficial Stock Ownership | Audit Committee Matters | Proposal Three | Q&A | Other Information |
Governance Committee Process for Director Nominations
| Proposal One | The Board & Committees | Corporate Governance | Director Compensation | Executive Compensation | Proposal Two | Beneficial Stock Ownership | Audit Committee Matters | Proposal Three | Q&A | Other Information |
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, Martha Z. Carnes and Katherine T. Gates, should be elected to serve on the Board, are described below:
Class II: Nominees Up for Election at the 2026 Annual Meeting
| MARTHA Z. CARNES | AGE 65 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. 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 publicly traded 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. | |
Class II: Nominees Up for Election at the 2026 Annual Meeting
| Proposal One | The Board & Committees | Corporate Governance | Director Compensation | Executive Compensation | Proposal Two | Beneficial Stock Ownership | Audit Committee Matters | Proposal Three | Q&A | Other Information |
Class II: Nominees Up for Election at the 2026 Annual Meeting
| KATHERINE T. GATES | AGE 50 DIRECTOR SINCE 2023 OTHER PUBLIC BOARDS None | | BUSINESS EXPERIENCE Ms. Gates became Chief Executive Officer of SunCoke Energy, Inc. in May 2024, after being appointed as President and a director on SunCoke’s Board of Directors, in January 2023. From November 2019 until her promotion to President in January 2023, Ms. Gates served as SunCoke’s Senior Vice President, Chief Legal Officer and Chief Human Resources Officer. Ms. Gates joined SunCoke in February 2013 as Senior Health, Environment and Safety Counsel, and has held leadership positions of increasing responsibility since then, including serving as General Counsel and Chief Compliance Officer from October 2015 to November 2019. She was promoted to Vice President in July 2014, and to Senior Vice President in October 2015. In addition, from October 2015 through June 2019, Ms. Gates was elected as a director of SunCoke Energy Partners GP LLC, the general partner of SunCoke Energy Partners, L.P., our former publicly traded master limited partnership. Prior to joining SunCoke, Ms. Gates was a Partner at Beveridge & Diamond, P.C., where she served on the firm’s Management Committee and co-chaired the firm’s civil litigation practice group. QUALIFICATIONS As President and Chief Executive Officer, Ms. Gates has an in-depth knowledge of SunCoke’s operations, commercial matters, financial position, and strategic vision. Her deep understanding of SunCoke’s operations and organizational culture and values, gained through her dozen or so years with the Company, have given her the skills needed to develop and lead initiatives in the business today, as well as evaluate organic growth initiatives, potential acquisitions, and other opportunities to expand our business. She provides our Board of Directors with valuable expertise regarding operations, commercial, legal and regulatory matters, environmental, health, safety and strategic planning. | |
Class II: Nominees Up for Election at the 2026 Annual Meeting
| Proposal One | The Board & Committees | Corporate Governance | Director Compensation | Executive Compensation | Proposal Two | Beneficial Stock Ownership | Audit Committee Matters | Proposal Three | Q&A | Other Information |
Class III: Nominees Up for Election at the 2027 Annual Meeting
| RALPH M. DELLA RATTA, JR. | AGE 72 DIRECTOR SINCE 2020 BOARD COMMITTEES • Compensation (Chair) • Audit | | 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. Following 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 in June, 2022. He joined Kirtland Capital Partners, a middle market private equity firm, as a partner in July, 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 the 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. | |
Class III: Nominees Up for Election at the 2027 Annual Meeting
| Proposal One | The Board & Committees | Corporate Governance | Director Compensation | Executive Compensation | Proposal Two | Beneficial Stock Ownership | Audit Committee Matters | Proposal Three | Q&A | Other Information |
Class III: Nominees Up for Election at the 2027 Annual Meeting
| SUSAN R. LANDAHL | AGE 65 DIRECTOR SINCE 2017 BOARD COMMITTEES • Governance (Chair) • Compensation | | 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. After joining Exelon in 1999, Ms. Landahl 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 and was responsible for 5,000 employees and annual budgets in excess of $1.5 billion. 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 understanding of the energy industry, and possesses senior-level planning and managerial experience. | |
Class III: Nominees Up for Election at the 2027 Annual Meeting
| Proposal One | The Board & Committees | Corporate Governance | Director Compensation | Executive Compensation | Proposal Two | Beneficial Stock Ownership | Audit Committee Matters | Proposal Three | Q&A | Other Information |
Class I: Nominees Up for Election at the 2028 Annual Meeting
| ARTHUR F. ANTON | AGE 68 DIRECTOR SINCE 2020 BOARD COMMITTEES • Compensation • Governance OTHER PUBLIC BOARDS • Diebold Nixdorf Incorporated | | 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 also serves as a director on the board of 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. Previously, Mr. Anton served on the boards of Olympic Steel [NASDAQ: ZEUS] (from 2009 to 2026) and The Sherwin-Williams Company [NYSE: SHW] (from 2006 to 2025), and was former 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. | |
Class I: Nominees Up for Election at the 2028 Annual Meeting
| Proposal One | The Board & Committees | Corporate Governance | Director Compensation | Executive Compensation | Proposal Two | Beneficial Stock Ownership | Audit Committee Matters | Proposal Three | Q&A | Other Information |
Class I: Nominees Up for Election at the 2028 Annual Meeting
| ANDREI A. MIKHALEVSKY | AGE 71 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. Mr. 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 Foremost Farms, where he has served as a Director since 2024. 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. | |
Class I: Nominees Up for Election at the 2028 Annual Meeting
| Proposal One | The Board & Committees | Corporate Governance | Director Compensation | Executive Compensation | Proposal Two | Beneficial Stock Ownership | Audit Committee Matters | Proposal Three | Q&A | Other Information |
Meeting Attendance
| Proposal One | The Board & Committees | Corporate Governance | Director Compensation | Executive Compensation | Proposal Two | Beneficial Stock Ownership | Audit Committee Matters | Proposal Three | Q&A | Other Information |
Compensation Committee
| Proposal One | The Board & Committees | Corporate Governance | Director Compensation | Executive Compensation | Proposal Two | Beneficial Stock Ownership | Audit Committee Matters | Proposal Three | Q&A | Other Information |
Compensation Committee Interlocks and Insider Participation
| Proposal One | The Board & Committees | Corporate Governance | Director Compensation | Executive Compensation | Proposal Two | Beneficial Stock Ownership | Audit Committee Matters | Proposal Three | Q&A | Other Information |
Board Leadership Structure
| Proposal One | The Board & Committees | Corporate Governance | Director Compensation | Executive Compensation | Proposal Two | Beneficial Stock Ownership | Audit Committee Matters | Proposal Three | Q&A | Other Information |
Cybersecurity
| Proposal One | The Board & Committees | Corporate Governance | Director Compensation | Executive Compensation | Proposal Two | Beneficial Stock Ownership | Audit Committee Matters | Proposal Three | Q&A | Other Information |
Insider Trading Policy and Restrictions on Hedging & Pledging
| Proposal One | The Board & Committees | Corporate Governance | Director Compensation | Executive Compensation | Proposal Two | Beneficial Stock Ownership | Audit Committee Matters | Proposal Three | Q&A | Other Information |
Indemnification Agreements
| Proposal One | The Board & Committees | Corporate Governance | Director Compensation | Executive Compensation | Proposal Two | Beneficial Stock Ownership | Audit Committee Matters | Proposal Three | Q&A | Other Information |
Communications with the Board
| Proposal One | The Board & Committees | Corporate Governance | Director Compensation | Executive Compensation | Proposal Two | Beneficial Stock Ownership | Audit Committee Matters | Proposal Three | Q&A | Other Information |
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 executives. 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.
Retainer Paid in Shares
| Proposal One | The Board & Committees | Corporate Governance | Director Compensation | Executive Compensation | Proposal Two | Beneficial Stock Ownership | Audit Committee Matters | Proposal Three | Q&A | Other Information |
Director Compensation Table
Director Compensation Table The table below sets forth the compensation paid by SunCoke Energy, Inc. to its independent directors in fiscal 2025. During 2025, and Ms. Gates, as SunCoke’s President and Chief Executive Officer, was an employee director and, as such, did not receive separate compensation for her Board service.
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 | 190,000 | 130,000 | | | | | 320,000 | | Martha Z. Carnes | 115,000 | 130,000 | | | | | 245,000 | | Ralph M. Della Ratta, Jr. | 72,000 | 178,000 | | | | | 250,000 | | Susan R. Landahl | 105,000 | 130,000 | | | | | 235,000 | | Michael W. Lewis | 100,000 | 130,000 | | | | | 230,000 | | Andrei A. Mikhalevsky | 90,000 | 130,000 | | | | | 220,000 |
Director Compensation Table
| (1) The amounts in this column reflect the cash retainers paid to independent directors during fiscal year 2025. Mr. Della Ratta elected to have 40 percent ($48,000) of his annual cash retainers delivered in the form of restricted share units. |
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 2025, calculated pursuant to FASB ASC Topic 718. Ms. Carnes, Mr. Della Ratta, Ms. Landahl, Mr. Lewis, and Mr. Mikhalevsky each received their respective stock retainers in the form of restricted share units. Mr. Anton received his respective stock retainer in the form of shares of our Common Stock. |
Director Compensation Table
| Proposal One | The Board & Committees | Corporate Governance | Director Compensation | Executive Compensation | Proposal Two | Beneficial Stock Ownership | Audit Committee Matters | Proposal Three | Q&A | Other Information |
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 | 35 |
Compensation Discussion and Analysis (“CD&A”)
| Proposal One | The Board & Committees | Corporate Governance | Director Compensation | Executive Compensation | Proposal Two | Beneficial Stock Ownership | Audit Committee Matters | Proposal Three | Q&A | Other Information |
SECTION 1 — EXECUTIVE SUMMARY
| • | Domestic Coke: We are pleased with the SunCoke team’s execution on our operational plan throughout 2025. While our long-term, take-or-pay coke contracts and foundry coke market participation continue to provide stability to our coke operations, our 2025 results reflect the challenging market conditions in which we operated during the year. Our Granite City, Illinois plant operated throughout the year, but at reduced tonnage and lower economics. The change in mix of contract and spot coke sales, coupled with a breach of contract by Algoma Steel, also impacted our results. We are pursuing arbitration and other active legal measures and expect to recover losses resulting from this breach. We optimized our coke fleet with the closure of our Haverhill I facility, resulting in revised Domestic Coke production capacity of approximately 3.7 million tons. We extended our contracts at Granite City through December 2026, and have extended our Haverhill II contract through December 2028. These contract extensions are in addition to our IHO contract, extended through 2035, and our MTO contract extended through 2032. Our Jewell facility is primarily dedicated to our foundry coke business. We will run at full capacity in 2026, with approximately three million contracted tons, and the remainder sold out between the foundry and spot blast coke markets. |
SECTION 1 — EXECUTIVE SUMMARY
| Proposal One | The Board & Committees | Corporate Governance | Director Compensation | Executive Compensation | Proposal Two | Beneficial Stock Ownership | Audit Committee Matters | Proposal Three | Q&A | Other Information |
SECTION 1 — EXECUTIVE SUMMARY
| (1) 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. |
2025 PERFORMANCE HIGHLIGHTS
| Proposal One | The Board & Committees | Corporate Governance | Director Compensation | Executive Compensation | Proposal Two | Beneficial Stock Ownership | Audit Committee Matters | Proposal Three | Q&A | Other Information |
SECTION 2 — OUR COMPENSATION PHILOSOPHY
| Proposal One | The Board & Committees | Corporate Governance | Director Compensation | Executive Compensation | Proposal Two | Beneficial Stock Ownership | Audit Committee Matters | Proposal Three | Q&A | Other Information |
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, or for executive misconduct ✓ Annually review any risks associated with our compensation programs ✓ Regularly engage with our stockholders ✓ 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 commuting allowances in lieu of relocation for certain executives |
SECTION 3 — ROLE OF MANAGEMENT, COMPENSATION CONSULTANTS AND MARKET DATA
SECTION 3 — ROLE OF MANAGEMENT, COMPENSATION CONSULTANTS AND MARKET DATA
Role of Management
| Proposal One | The Board & Committees | Corporate Governance | Director Compensation | Executive Compensation | Proposal Two | Beneficial Stock Ownership | Audit Committee Matters | Proposal Three | Q&A | Other Information |
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 2025, 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, and assessing potential risks in our incentive plans. Meridian performs no other work for us.
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. To supplement this survey data, the Compensation Committee considered additional compensation data derived from a peer group of 16 companies. 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.
Market Data
| Proposal One | The Board & Committees | Corporate Governance | Director Compensation | Executive Compensation | Proposal Two | Beneficial Stock Ownership | Audit Committee Matters | Proposal Three | Q&A | Other Information |
Market Data
Our approved compensation peer group is comprised of the following companies:
Market Data
| Company | 1-Year EBITDA (millions) | 3-Year EBITDA (millions) | 1-Year Revenue (millions) | Market Cap. at 12/31/25 (millions) | Enterprise Value at 12/31/25 (millions) | Primary Industry | | Summit Materials, Inc. (1) | $843 | $1,855 | $3,755 | N/A | N/A | Construction Materials | | ATI Inc. | $812 | $2,021 | $4,587 | $15,592 | $17,245 | Aerospace & Defense | | Cabot Corporation | $785 | $2,232 | $3,713 | $3,506 | $4,631 | Commodity Chemicals | | Eagle Materials Inc. | $758 | $2,258 | $2,261 | $6,627 | $7,917 | Construction Materials | | Carpenter Technology Corporation | $632 | $1,328 | $2,877 | $15,685 | $16,181 | Aerospace & Defense | | Minerals Technologies Inc. | $378 | $1,164 | $2,073 | $1,898 | $2,581 | Specialty Chemicals | | Ingevity Corporation | $358 | $1,156 | $1,168 | $2,128 | $3,337 | Specialty Chemicals | | Koppers Holdings Inc. | $313 | $811 | $1,879 | $531 | $1,525 | Commodity Chemicals | | Kaiser Aluminum Corporation | $308 | $768 | $3,373 | $1,844 | $2,900 | Aluminum | | Quaker Chemical Corporation | $287 | $874 | $1,889 | $2,381 | $3,121 | Specialty Chemicals | | Warrior Met Coal, Inc. | $239 | $1,336 | $1,312 | $4,635 | $4,479 | Steel | | Worthington Steel, Inc. (2) | $226 | $712 | $3,093 | $1,726 | $2,145 | Steel | | Enviri Corporation (3) | $200 | $706 | $2,240 | $1,445 | $3,039 | Environmental & Facilities Services | | Materion Corporation | $185 | $594 | $1,787 | $2,577 | $3,091 | Diversified Metals & Mining | | Metallus Inc. (4) | $57 | $239 | $1,158 | $715 | $539 | Steel | | Radius Recycling, Inc. (5) | $29 | $150 | $2,797 | N/A | N/A | Steel | | 75th Percentile | $664 | $1,465 | $3,163 | $4,353 | $4,593 | | | Median (n=16) | $310 | $1,015 | $2,250 | $2,255 | $3,106 | | | 25th Percentile | $219 | $710 | $1,856 | $1,756 | $2,661 | | | SunCoke Energy, Inc. | $219 | $761 | $1,837 | $610 | $1,268 | Steel | | +/- Median | -29% | -25% | -18% | -73% | -59% | | | Percentile Rank vs. Peers | 25% | 32% | 24% | 3% | 6% | |
Market Data
Peer companies are sorted in descending order based on 1-Year EBITDA. Source for peer data: S&P Capital IQ Database (reported as of 3/9/2026); Revenue and EBITDA calculated for the most recent fiscal year, while market cap and enterprise value are shown as of 12/31/2025. Notes:
Market Data
| (1) Summit Materials was acquired by Quikrete Holdings, Inc. on February 10, 2025; trailing 1-year and 3-year figures reflect most recently reported data prior to acquisition. |
Market Data
| (2) Worthington Industries completed spinoff of Worthington Steel on December 1, 2023 |
Market Data
| (3) Formerly known as Harsco Corporation. |
Market Data
| (4) Formerly known as TimkenSteel Corporation |
Market Data
| (5) Radius Recycling was acquired by Toyota Tsusho America, Inc. on July 10, 2025; trailing 1-year and 3-year figures reflect most recently reported data prior to acquisition. |
Market Data
| Proposal One | The Board & Committees | Corporate Governance | Director Compensation | Executive Compensation | Proposal Two | Beneficial Stock Ownership | Audit Committee Matters | Proposal Three | Q&A | Other Information |
Base Salary
| Proposal One | The Board & Committees | Corporate Governance | Director Compensation | Executive Compensation | Proposal Two | Beneficial Stock Ownership | Audit Committee Matters | Proposal Three | Q&A | Other Information |
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 expressed as a percentage of annual salary. The Compensation Committee approved a market-based increase for Ms. Gates’ target cash incentive to align her compensation with the peer group median effective January 1, 2025. For 2025, our NEO’s target incentive opportunities were as shown in the table below. The Committee also approved an increase in Mr. Quanci’s annual target cash incentive (from 70% to 75% of his base salary) to align his annual cash incentive opportunity with that of SunCoke’s other NEOs.
Annual Cash Incentive Awards
| Named Executive Officer | Annual Base Salary ($) | Target Incentive as % of Salary | | Ms. Gates | 975,000 | 110 | | Mr. Marinko | 503,464 | 75 | | Mr. Hardesty | 516,203 | 75 | | Ms. Albert | 450,000 | 75 | | Mr. Quanci | 456,650 | 75 |
Annual Cash Incentive Awards
For 2025, the AIP used the following corporate performance measures and weighting, which are unchanged from 2024:
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. | | 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. |
Annual Cash Incentive Awards
| Proposal One | The Board & Committees | Corporate Governance | Director Compensation | Executive Compensation | Proposal Two | Beneficial Stock Ownership | Audit Committee Matters | Proposal Three | Q&A | Other Information |
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% of target payout) and maximum (200% of target payout) 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 $2 million of Adjusted EBITDA should be encouraged and recognized. AIP Compensation Decisions and Results: With respect to each performance measure, the table below shows the weighting, quantitative performance goals (at threshold, target and maximum) and actual performance. In addition, the table shows the weighted percentage of target incentive opportunity earned for each performance measure, and the total percentage of target incentive opportunity earned for 2025. These metrics and results do not include the impact of the Phoenix acquisition on consolidated Adjusted EBITDA or Operating Cash Flow in 2025.
Annual Cash Incentive Awards
| Metric | Weighting | Performance Goals (in millions) | | | Actual Performance | Weighted % of Target Incentive Opportunity | | | | Threshold | Target | Maximum | | | | | | 25% of target | | 200% of target | | | | Adjusted EBITDA ($MM) | 70% | $163.40 | $204.20 | $224.70 | $177.4 | 35.77% | | Operating Cash Flow ($MM) | 10% | $116.20 | $157.00 | $177.50 | $149.5 | 8.39% | | Safety Performance | 10% | 1.10 | 0.80 | 0.30 | 0.55 | 12.50% | | Environmental Performance | 10% | Comprehensive Assessment | | | 170.00% | 17.00% | | Aggregate % of Target Incentive Opportunity Earned | | | | | | 73.66% |
Annual Cash Incentive Awards
In approving the final payout of the Annual Incentive, the Compensation Committee, in its discretion, considers potential adjustments to the results. These adjustments, which can be positive or negative, may include unbudgeted initiatives which will have a benefit in future periods, or are deemed in the best interests of stockholders, as well as items that either were not anticipated in SunCoke’s 2025 budget, or were unplanned events completely beyond management’s control. In determining the final 2025 AIP payout, the Committee excluded from the Adjusted EBITDA and Operating Cash Flow results certain primarily favorable impacts related to (i) the Phoenix acquisition and the ongoing integration of Phoenix into SunCoke’s operations; (ii) lower than budgeted expenses related to our Black Lung reserves from legacy operations; and (iii) a Domestic Coke customer’s default on its obligations under a coke purchase agreement. These adjustments are consistent with the Committee’s previous practice when determining the final AIP payouts for years in which SunCoke’s results were significantly affected by unplanned and/or uncontrollable events. The Committee also considered SunCoke’s:
Annual Cash Incentive Awards
| • | record safety performance, with a best-in-class TRIR of 0.55, which is meaningfully stronger compared to our industry benchmarks; |
Annual Cash Incentive Awards
| • | strong and reliable operational performance in both the Domestic Coke and Industrial Services business segments; |
Annual Cash Incentive Awards
| • | domestic metallurgical coke production being in a “sold out” position (but for the customer default noted above), despite an extremely challenging year for the domestic spot coke market; and |
Annual Cash Incentive Awards
| Proposal One | The Board & Committees | Corporate Governance | Director Compensation | Executive Compensation | Proposal Two | Beneficial Stock Ownership | Audit Committee Matters | Proposal Three | Q&A | Other Information |
Annual Cash Incentive Awards
| • | exceptional environmental performance through maximizing our objective metrics, coupled with achieving difficult goals for environmental matters. |
Annual Cash Incentive Awards
Consistent with SunCoke’s historical practice for addressing unplanned and unforeseen events as they occur, the Compensation Committee approved a payout percentage of 73.66% of target for the 2025 annual cash incentive. The Committee considers this payout level to be reasonable to recognize the achievements and performance of the management team, and to align with enterprise and shareholder interests. The table below shows the 2025 AIP bonus amounts that were paid to each NEO:
Annual Cash Incentive Awards
| Named Executive Officer | Target Award ($) | Actual Award ($) | | Ms. Gates | 1,072,500 | 838,640 | | Mr. Marinko | 377,598 | 278,139 | | Mr. Hardesty | 387,183 | 285,177 | | Ms. Albert | 257,243 | 189,485 | | Mr. Quanci | 334,562 | 246,438 |
Annual Cash Incentive Awards
For our 2026 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.
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 2025, long-term incentive awards granted to our NEOs included performance share units, restricted share units, and long-term cash awards.
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) the ability for management 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 2025 equity incentive program:
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. |
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. |
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. The Compensation Committee determined that the two most important drivers of SunCoke’s 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 also is used to partially adjust the performance share unit award value to reflect shareholder return, regardless of the underlying generation of three-year cumulative Adjusted EBITDA or three-year average pre-tax ROIC.
Long-Term Equity Incentive Awards
| Proposal One | The Board & Committees | Corporate Governance | Director Compensation | Executive Compensation | Proposal Two | Beneficial Stock Ownership | Audit Committee Matters | Proposal Three | Q&A | Other Information |
2025-2027 PSU Award
2025-2027 PSU Award The 2025-2027 PSU awards may be earned over the three-year performance period ending on December 31, 2027. Each NEO may earn between zero percent and 200% of his or her target 2025-2027 PSU grant based on achieved performance against pre-determined performance goals, which are shown in the below table:
2025-2027 PSU Award
| Metric | Threshold 25% | Target 100% | Maximum 200% | | Cumulative Adjusted EBITDA (weighted 50%) | $499.4 million | $624.3 million | $668.0 million | | Average Pre-Tax ROIC (Coke, Logistics & Unallocated Corporate) (weighted 50%) | 12.6% | 15.7% | 16.8% |
2025-2027 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 for 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 our long-term contracts and spot coke pricing. We set spot coke pricing based on what we know about spot blast and foundry coke market conditions, which fluctuate and in turn will affect the amount of EBITDA we make. Our Industrial Services segment includes our logistics business, primarily driven by commodity pricing and global demand for coal, and our steel mill services business, conducted through our Phoenix subsidiaries under long-term contracts with guaranteed fixed revenue and pass-through components, and limited exposure to commodity price volatility. We set 2025 through 2027 financial targets 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 TSR performance over the three-year performance period. The Company’s TSR is ranked relative to the TSR of each company included in 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 PSU Award payout is capped at 200% (excluding 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.
2023-2025 PSU Award
2023-2025 PSU Award The three-year performance period for PSUs granted under the SunCoke Energy, Inc. Omnibus Long-Term Incentive Plan in 2023, ended on December 31, 2025. Ms. Gates, Mr. Marinko and Mr. Hardesty each 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 plus unallocated corporate income performance goals (weighted 50%). In addition, the PSUs granted in 2023 contained a TSR modifier that can increase or decrease the PSU payout by a multiplier of +/- 20% 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 included in 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 240% of the target. In approving the final payout of the 2023 PSU Award, the Compensation Committee approved adjustments to Adjusted EBITDA and pre-tax ROIC consistent with our general principles of how to treat unusual, unplanned items as they occur. In calculating Adjusted EBITDA and pre-tax ROIC applicable to the payout of this award, the Compensation Committee excluded: (i) the favorable impacts of the Phoenix acquisition on operating results since August 2025; and (ii) the unfavorable impacts of a Domestic Coke customer’s default on its obligations under a coke purchase agreement and related legal expenses.
2023-2025 PSU Award
| Proposal One | The Board & Committees | Corporate Governance | Director Compensation | Executive Compensation | Proposal Two | Beneficial Stock Ownership | Audit Committee Matters | Proposal Three | Q&A | Other Information |
2023-2025 PSU Award
Based upon performance as shown in the following table, the NEOs received 71.6% of their target PSU grant and accumulated dividends.
2023-2025 PSU Award
| SunCoke 2023 – 2025 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% | 624.4 | 780.5 | 835.2 | 764.1 | 92.1% | | SunCoke 2023 – 2025 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% | 11.5% | 14.4% | 15.4% | 13.3% | 72.0% | | SunCoke 2023 – 2025 TSR Modifier and Final PSU Award Payout | | | | | | | | At the end of the three-year performance period (December 31, 2025), 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 80% to 120% 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 2023 - 2025 period, the TSR modifier was 87.3%. | | | | | Payout Pre- TSR Modifier (.5 x 200.0%) + (.5 x 200.0%) | 82.0% | | | | | | | TSR Modifier | 87.3% | | | | | | | Final PSU Award Payout | 71.6% |
2025-2027 Long-Term Performance Cash Incentive Awards
2025-2027 Long-Term Performance Cash Incentive Awards The 2025-2027 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 2025-2027 long-term performance cash incentive awards may be earned over the three-year performance period ending on December 31, 2027. 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 table below:
2025-2027 Long-Term Performance Cash Incentive Awards
| Metric | Threshold 0% | Target 100% | Maximum 200% | | Cumulative Adjusted EBITDA (weighted 50%) | $499.4 million | $624.3 million | $668.0 million | | Average Pre-Tax ROIC (Coke, Logistics & Unallocated Corporate) (weighted 50%) | 12.6% | 15.7% | 16.8% |
2025-2027 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.
2023-2025 Long-Term Cash Incentive Award
2023-2025 Long-Term Cash Incentive Award The three-year performance period for the long-term cash incentive awards granted in 2023 under the Omnibus Plan ended on December 31, 2025. Ms. Gates, Mr. Marinko and Mr. Hardesty each received a payout under
2023-2025 Long-Term Cash Incentive Award
| Proposal One | The Board & Committees | Corporate Governance | Director Compensation | Executive Compensation | Proposal Two | Beneficial Stock Ownership | Audit Committee Matters | Proposal Three | Q&A | Other Information |
2023-2025 Long-Term Cash Incentive Award
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 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 81.6% of their target long-term cash incentive award.
2023-2025 Long-Term Cash Incentive Award
| Proposal One | The Board & Committees | Corporate Governance | Director Compensation | Executive Compensation | Proposal Two | Beneficial Stock Ownership | Audit Committee Matters | Proposal Three | Q&A | Other Information |
Recoupment Policies
| Proposal One | The Board & Committees | Corporate Governance | Director Compensation | Executive Compensation | Proposal Two | Beneficial Stock Ownership | Audit Committee Matters | Proposal Three | Q&A | Other Information |
Policies and Practices Related to the Grant and Timing of Certain Equity Awards
Policies and Practices Related to the Grant and Timing of Certain Equity Awards The Company has not granted stock options, or share appreciation rights, since 2019 and therefore does not have a formal policy regarding the timing of such awards in relation to our disclosure of material non-public information. Although we do not have a formal policy with respect to the timing of such long-term incentive awards, we generally approve annual equity awards on a consistent and pre-determined schedule, aligned with the Compensation Committee’s first regular meeting in February each year, after we have issued our earnings release announcing our fourth quarter and full-year financial results. Occasionally, in connection with specific circumstances, we also may issue off-cycle grants of equity-based compensation to executives who join the Company or are promoted during the year. The timing of any equity-based grants to executive officers in connection with new hires, promotions, or otherwise is tied to the event giving rise to the award. As a result, in all cases, the timing of such equity-based grants is independent of the release of any material non-public information. The Company has never granted, and has no plans to grant, any equity-based compensation to current or new employees in anticipation of the release of material non-public information, and we do not accelerate or delay the release of material non-public information based on equity award grant dates or for the purpose of affecting the value of executive compensation.
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 ($350,000 for 2025). 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 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. |
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.
Other SunCoke Energy Benefits
| Proposal One | The Board & Committees | Corporate Governance | Director Compensation | Executive Compensation | Proposal Two | Beneficial Stock Ownership | Audit Committee Matters | Proposal Three | Q&A | Other Information |
Assessment of Risk Related to Compensation Practices
Assessment of Risk Related to Compensation Practices During 2025, Meridian Compensation Partners, LLC (“Meridian”), independent compensation consultants to the Compensation Committee, conducted a risk assessment of our compensation programs, policies and processes for all employees, reviewing our practices relative to market “best practice” and considering risk mitigation factors. Meridian concluded that our compensation programs and practices do not create risks that are reasonably likely to have a material adverse effect on SunCoke. 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 cash incentive awards, and grants of restricted share units and performance share units, all 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.
Accounting and Tax Considerations
| Proposal One | The Board & Committees | Corporate Governance | Director Compensation | Executive Compensation | Proposal Two | Beneficial Stock Ownership | Audit Committee Matters | Proposal Three | Q&A | Other Information |
Summary Compensation Table
Summary Compensation Table The following table sets forth compensation information for our NEOs for the fiscal years ended December 31, 2025, December 31, 2024 and December 31, 2023:
Summary Compensation Table
| Named Executive Officer | Year | Salary ($) | Bonus ($) | Stock Awards ($) (1) | Option Awards ($) (2) | Non-Equity Incentive Plan Compensation ($) (3) | All Other Compensation ($) | Total ($) | | Katherine T. Gates President & Chief Executive Officer | 2025 | 975,000 | — | 2,047,011 | | 1,028,706 | 350,648(4) | 4,401,365 | | | 2024 | 900,000 | | 1,929,568 | | 1,571,513 | 186,731 | 4,587,812 | | | 2023 | 661,502 | — | 759,486 | | 930,794 | 146,049 | 2,497,829 | | Mark Marinko (5) Former SVP & CFO | 2025 | 503,464 | | 352,340 | | 513,139 | 102,352(6) | 1,471,294 | | | 2024 | 488,800 | — | 381,091 | | 777,898 | 76,510 | 1,724,299 | | | 2023 | 470,000 | — | 359,749 | | 470,129 | 76,654 | 1,376,532 | | P. Michael Hardesty SVP, Com Ops, BD Int’l Coke & Terminals | 2025 | 516,203 | | 361,256 | | 514,649 | 154,791(7) | 1,546,899 | | | 2024 | 501,168 | — | 390,730 | | 786,108 | 146,518 | 1,824,524 | | | 2023 | 481,893 | — | 368,859 | | 698,325 | 139,789 | 1,688,866 | | Sarah E. Albert (8) SVP, Chief Legal and Administrative Officer | 2025 | 450,000 | — | 334,203 | | 303,981 | 58,588(9) | 1,146,773 | | John F. Quanci VP, Chief Technology Officer | 2025 | 456,650 | | 152,738 | | 447,155 | 88,753(10) | 1,348,766 | | | 2024 | 443,349 | — | 163,184 | | 654,477 | 87,756 | 1,348,766 | | | 2023 | 426,297 | | 153,310 | | 655,809 | 75,768 | 1,311,184 |
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 2025 Form 10-K for a complete description of the assumptions used for these valuations. For 2025, the grant date fair value of the performance share unit awards was as follows, assuming the performance conditions of such awards are achieved at their maximum potential levels: |
Summary Compensation Table
| Named Executive Officer | 2025 ($) | | Ms. Gates | 1,651,787 | | Mr. Marinko | 284,320 | | Mr. Hardesty | 291,500 | | Ms. Albert | 269,729 |
Summary Compensation Table
| (2) The Company did not grant any stock options to NEOs in 2023, 2024, or 2025. |
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 2023 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, 2023 through December 31, 2025. |
Summary Compensation Table
| (4) The All Other Compensation column for 2025 includes (i) $179,648 representing Company matching and annual contributions to the Savings Restoration Plan; (ii) $28,000 representing Company matching contributions to the SunCoke 401(k) Plan; and (iii) $143,000 as a commuting allowance. |
Summary Compensation Table
| (5) Mr. Marinko retired as Senior Vice President and Chief Financial Officer, effective March 13, 2026. As part of SunCoke’s planned leadership succession process, Shantanu Agrawal has succeeded Mr. Marinko as Senior Vice President and Chief Financial Officer. |
Summary Compensation Table
| (6) The All Other Compensation column for 2025 includes (i) $74,352 representing Company matching and annual contributions to the Savings Restoration Plan; and (ii) $28,000 representing Company matching contributions to the SunCoke 401(k) Plan. |
Summary Compensation Table
| (7) The All Other Compensation column for 2025 includes (i) $76,791 representing Company matching and annual contributions to the Savings Restoration Plan; and (ii) $28,000 representing Company matching contributions to the SunCoke 401(k) Plan; and (iii) $50,000 as a commuting allowance. |
Summary Compensation Table
| (8) Ms. Albert was promoted to Senior Vice President, Chief Legal and Administrative Officer, effective June 17, 2025. |
Summary Compensation Table
| Proposal One | The Board & Committees | Corporate Governance | Director Compensation | Executive Compensation | Proposal Two | Beneficial Stock Ownership | Audit Committee Matters | Proposal Three | Q&A | Other Information |
Summary Compensation Table
| (9) The All Other Compensation column for 2025 includes (i) $30,588 representing Company matching and annual contributions to the Savings Restoration Plan; and (ii) $28,000 representing Company matching contributions to the SunCoke 401(k) Plan. |
Summary Compensation Table
| (10) The All Other Compensation column for 2024 includes (i) $60,753 representing Company matching and annual contributions to the Savings Restoration Plan; and (ii) $28,000 representing Company matching contributions to the SunCoke 401(k) Plan. |
2025 Grant of Plan-Based Awards Table
2025 Grant of Plan-Based Awards Table The following table sets forth the plan-based grants made during the fiscal year ended December 31, 2025:
2025 Grant of Plan-Based Awards Table
| | | Estimated Future Payouts Under Non-Equity Incentive Plan awards | | | Estimated Future Payouts Under Equity Incentive Plan Awards (1) | | | All Other Stock Awards: No. of Shares of Stock or Units (#) (3) | All Other Option Awards: No. of Securities Underlying Options (#) (4) | Exercise or Base Price of Option Awards ($/Share) | Grant Date Fair Value of Stock and Option Awards ($) (5) | | Named Executive Officer | Grant Date | Threshold ($) | Target ($) | Maximum ($) | Threshold (#) (2) | Target (#) | Maximum (#) | | | | | | Ms. Gates | | 268,125(6) | 1,072,500(7) | 2,145,000 | | | | | | | | | | | — (8) | 731,250 (9) | 1,462,500 | | | | | | | | | | 02/21/2025 | | | | — | 73,846 | 177,230 | | | | 688,245 | | | 02/21/2025 | | | | | | | 147,692 | | | 1,358,766 | | Mr. Marinko | | 94,400 (6) | 377,598 (7) | 755,196 | | | | | | | | | | | — (8) | 125,866(9) | 251,732 | | | | | | | | | | 02/21/2025 | | | | — | 12,711 | 30,506 | | | | 118,467 | | | 02/21/2025 | | | | | | | 25,421 | | | 233,873 | | Mr. Hardesty | | 96,788(6) | 387,152(7) | 774,305 | | | | | | | | | | | — (8) | 129,051(9) | 258,102 | | | | | | | | | | 02/21/2025 | | | | — | 13,032 | 31,277 | | | | 121,458 | | | 02/21/2025 | | | | | | | 26,065 | | | 239,798 | | Mr. Quanci | | 85,622(6) | 342,498(7) | 684,975 | | | | | | | | | | | — (8) | 109,596(9) | 219,192 | | | | | | | | | | 02/21/2025 | | | | — | — | — | 16,602 | | | 152,738 | | Ms. Albert | | 84,375(6) | 337,500(7) | 675,000 | | | | | | | | | | | — (8) | 1112,500(9) | 225,000 | | | | | | | | | | 02/21/2025 | | | | — | 13,267 | 31,841 | | | | 112,387 | | | 02/21/2025 | | | | | | | 26,533 | | | 244,104 |
2025 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 2025 - 2027 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. |
2025 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. |
2025 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. |
2025 Grant of Plan-Based Awards Table
| (4) No stock options were granted in 2025, as described in the Omnibus Plan section of the Compensation Discussion and Analysis. |
2025 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 2025 Form 10-K for a complete description of the assumptions used for these valuations. |
2025 Grant of Plan-Based Awards Table
| Proposal One | The Board & Committees | Corporate Governance | Director Compensation | Executive Compensation | Proposal Two | Beneficial Stock Ownership | Audit Committee Matters | Proposal Three | Q&A | Other Information |
2025 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. |
2025 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 2025. Thus, the amounts shown in the columns reflect the range of potential payments when the performance goals were set in early 2025. Actual earned amounts paid for 2025 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. |
2025 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. |
2025 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 2025 - 2027 and consists of 50% three-year cumulative Adjusted EBITDA and 50% three-year pre-tax ROIC. In general, these long-term performance cash awards vest on the third anniversary of the grant date, subject to a risk of forfeiture by participant, with the payout of such award being conditioned upon performance goals and continued employment with 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. |
2025 Outstanding Equity Awards at Fiscal Year-End Table
2025 Outstanding Equity Awards at Fiscal Year-End Table The following table sets forth the outstanding equity awards as of December 31, 2025:
2025 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) | | Ms. Gates | | | | | 242,529(4) | 1,746,209 | 131,566 | 947,275 | | | 5,512 | | 9.85 | 2/15/2027 | | | | | | | 14,126 | | 10.49 | 2/14/2028 | | | | | | | 20,537 | | 9.87 | 2/13/2029 | | | | | | Mr. Marinko | — | — | — | — | 49,088(5) | 353,434 | 24,111 | 173,599 | | Mr. Hardesty | | | | | 50,332(6) | 362,390 | 24,720 | 177,984 | | | 4,410 | | 9.85 | 2/15/2027 | | | | | | | 14,126 | | 10.49 | 2/14/2028 | | | | | | | 20,537 | | 9.87 | 2/13/2029 | | | | | | Ms. Albert | — | — | — | — | 36,254(7) | 261,029 | 13,267 | 95,522 | | Mr. Quanci | | | | | 32,058(8) | 230,818 | — | — | | | 2,630 | | 9.85 | 2/15/2027 | | | | | | | 3,905 | | 10.49 | 2/14/2028 | | | | | | | 8,175 | | 9.87 | 2/13/2029 | | | | |
2025 Outstanding Equity Awards at Fiscal Year-End Table
| (1) Vesting of these options is continued upon retirement after the year of grant and is accelerated upon death, disability or a qualifying termination following a change in control of the Company. |
2025 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, 2025, which was $7.20 per share. |
2025 Outstanding Equity Awards at Fiscal Year-End Table
| (3) These shares reflect the target number of performance share units granted on February 22, 2024 for the 2024 - 2026 performance period and the target number of performance share units granted on February 21, 2025 for the 2025 -2027 performance period. |
2025 Outstanding Equity Awards at Fiscal Year-End Table
| (4) 17,879 of these restricted share units were granted on February 23, 2023, which will vest on the third anniversary of the grant date. 76,958 of these restricted share units were granted on February 22, 2024, of which one-half will vest on each of the second and third anniversary of the grant date. 147,692 of these restricted share units were granted on February 21, 2025, of which one-third will vest on each of the first, second and third anniversary of the grant date. |
2025 Outstanding Equity Awards at Fiscal Year-End Table
| Proposal One | The Board & Committees | Corporate Governance | Director Compensation | Executive Compensation | Proposal Two | Beneficial Stock Ownership | Audit Committee Matters | Proposal Three | Q&A | Other Information |
2025 Outstanding Equity Awards at Fiscal Year-End Table
| (5) 8,469 of these restricted share units were granted on February 23, 2023, which will vest on the third anniversary of the grant date. 15,199 of these restricted share units were granted on February 22, 2024, of which one-half will vest on each of the second and third anniversary of the grant date. 35,421 of these restricted share units were granted on February 21, 2025, of which one-third will vest on each of the first, second and third anniversary of the grant date. |
2025 Outstanding Equity Awards at Fiscal Year-End Table
| (6) 8,683 of these restricted share units were granted on February 23, 2023, which will vest on the third anniversary of the grant date. 15,584 of these restricted share units were granted on February 22, 2024, of which one-half will vest on each of the second and third anniversary of the grant date. 26,065 of these restricted share units were granted on February 21, 2025, of which one-third will vest on each of the first, second and third anniversary of the grant date. |
2025 Outstanding Equity Awards at Fiscal Year-End Table
| (7) 26,533 of these restricted share units were granted on June 17, 2025, of which one-third will vest on each of the first, second and third anniversary of the grant date. |
2025 Outstanding Equity Awards at Fiscal Year-End Table
| (8) 5,531 of these restricted share units were granted on February 23, 2023, which will vest on the third anniversary of the grant date. 9,926 of these restricted share units were granted on February 22, 2024, of which one-half will vest on each of the second and third anniversary of the grant date. 16,602 of these restricted share units were granted on February 21, 2025, of which one-third will vest on each of the first, second and third anniversary of the grant date. |
2025 Option Exercises and Stock Vested Table
2025 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, 2025:
2025 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 ($) (2) | | Ms. Gates | — | — | 103,413 | 1,049,392 | | Mr. Marinko | — | — | 55,270 | 571,891 | | Mr. Hardesty | — | — | 61,710 | 641,360 | | Mr. Quanci | — | — | 16,955 | 170,474 | | Ms. Albert | | | 9,457 | 94,704 |
2025 Option Exercises and Stock Vested Table
| (1) The amounts in this column represent the value realized by multiplying the number of shares acquired upon option exercise by the amount by which the share value exceeded the exercise price upon exercise. |
2025 Option Exercises and Stock Vested Table
| (2) The amounts in this column represent the value realized by multiplying the closing price of our Common Stock on the date of vesting by the number of shares vested. Also, included for Ms. Gates and Mr. Hardesty are the vested PSUs from the February 23, 2023 PSU award, which vested at 71.6%, as approved by the Compensation Committee on February 18, 2026. |
Savings Restoration Plan
| Proposal One | The Board & Committees | Corporate Governance | Director Compensation | Executive Compensation | Proposal Two | Beneficial Stock Ownership | Audit Committee Matters | Proposal Three | Q&A | Other Information |
2025 Nonqualified Deferred Compensation Table
2025 Nonqualified Deferred Compensation Table The following table sets forth information regarding the contributions, earnings and account balances under our Savings Restoration Plan, or SRP, for 2025:
2025 Nonqualified Deferred Compensation Table
| Named Executive Officer | Executive Contributions in 2025 ($) (1) | Registrant Contributions in 2025 ($) (2) | Aggregate Earnings (Losses) in 2025 ($) (3) | Aggregate Withdrawals/ Distributions in 2025 ($) | Aggregate Balance as of December 31, 2025 ($) (4) | | Ms. Gates | 112,280 | 179,648 | 270,750 | — | 1,618,218 | | Mr. Marinko | 46,470 | 74,352 | 35,689 | — | 362,495 | | Mr. Hardesty | 117,707 | 76,791 | 219,822 | — | 1,606,708 | | Mr. Quanci | 37,971 | 60,753 | 152,883 | — | 1,120,133 | | Ms. Albert | 19,117 | 30,588 | 105,934 | — | 628,681 |
2025 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. |
2025 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”. |
2025 Nonqualified Deferred Compensation Table
| (3) The earnings/(losses) in this column are not included in the Summary Compensation Table. |
2025 Nonqualified Deferred Compensation Table
| (4) The aggregate balances reported in this column for each NEO include amounts reported previously in prior years’ Summary Compensation Tables, as well as: (i) contributions for 2025 (reported in the Summary Compensation Table of this proxy statement), and (ii) the following earnings: Ms. Gates: $270,750; Mr. Marinko: $35,689; Mr. Hardesty: $219,822; Mr. Quanci: $152,883; and Ms. Albert: 105,934. |
Potential Payments upon Termination or Change in Control
Potential Payments upon Termination or Change in Control We provide benefits to our NEOs upon termination of employment under certain circumstances. These benefits are in addition to the benefits to which the NEOs would be entitled upon a termination of employment generally (which include vested retirement benefits accrued as of the date of termination, stock-based awards that are vested as of the date of termination, accrued and unused vacation and the right to elect continued health coverage pursuant to the Consolidated Omnibus Budget Reconciliation Act, or COBRA). The incremental benefits payable to the NEOs are described as follows:
Executive Involuntary Severance Plan
| Proposal One | The Board & Committees | Corporate Governance | Director Compensation | Executive Compensation | Proposal Two | Beneficial Stock Ownership | Audit Committee Matters | Proposal Three | Q&A | Other Information |
Omnibus Long-Term Incentive Plan
| Proposal One | The Board & Committees | Corporate Governance | Director Compensation | Executive Compensation | Proposal Two | Beneficial Stock Ownership | Audit Committee Matters | Proposal Three | Q&A | Other Information |
Potential Payments upon Termination or Change in Control Table
Potential Payments upon Termination or Change in Control Table The table set forth below quantifies the benefits payments that would be paid to each current NEO pursuant to the arrangements described above, assuming a termination of employment and/or change in control occurred on December 31, 2025:
Potential Payments upon Termination or Change in Control Table
| Named Executive Officer | | Death/Disability ($) | Termination Prior to a Change in Control ($) | Termination in Connection with a Change in Control ($) | | Ms. Gates | | | | | | • Cash Severance (1) | | — | 3,071,250 | 4,095,000 | | • Annual Incentive (2) | | 1,072,500 | 1,072,500 | 1,072,500 | | • Health & Welfare Continuation (3) | | | 1,620 | 2,491 | | • Stock Option Acceleration Value (4) | | — | — | — | | • Restricted Share Units Acceleration Value (4) | | 1,746,209 | — | 1,746,209 | | • Performance Share Units Acceleration Value (4) | | 947,275 | — | 947,275 | | • Long-Term Cash Incentive (5) | | 1,350,000 | — | 1,350,000 | | • Outplacement (6) | | — | 8,900 | 8,900 | | | TOTAL | 5,115,984 | 4,154,270 | 9,222,375 | | Mr. Marinko | | | | | | • Cash Severance (1) | | — | 881,062 | 1,762,124 | | • Annual Incentive (2) | | 377,598 | 377,598 | 377,598 | | • Health & Welfare Continuation (3) | | | 36,840 | 50,232 | | • Stock Option Acceleration Value (4) | | — | — | — | | • Restricted Share Units Acceleration Value (4) | | 353,434 | 353,434 | 353,434 | | • Performance Share Units Acceleration Value (4) | | 173,599 | 55,131 | 173,599 | | • Long-Term Cash Incentive (5) | | 248,066 | 94,734 | 248,066 | | • Outplacement (6) | | — | 8,900 | 8,900 | | | TOTAL | 1,152,697 | 1,807,699 | 2,973,953 | | Mr. Hardesty | | | | | | • Cash Severance (1) | | — | 903,355 | 1,806,710 | | • Annual Incentive (2) | | 387,152 | 387,152 | 387,152 | | • Health & Welfare Continuation (3) | | | 37,821 | 51,540 | | • Stock Option Acceleration Value (4) | | — | — | — | | • Restricted Share Units Acceleration Value (4) | | 362,390 | 362,390 | 362,390 | | • Performance Share Units Acceleration Value (4) | | 177,984 | 56,524 | 177,984 | | • Long-Term Cash Incentive (5) | | 254,343 | 97,131 | 254,343 | | • Outplacement (6) | | — | 8,900 | 8,900 | | | TOTAL | 1,181,869 | 1,853,273 | 3,049,019 | | Ms. Albert | | | | | | • Cash Severance (1) | | — | 787,500 | 1,575,000 | | • Annual Incentive (2) | | 337,500 | 337,500 | 337,500 | | • Health & Welfare Continuation (3) | | | — | — | | • Stock Option Acceleration Value (4) | | — | — | — | | • Restricted Share Units Acceleration Value (4) | | 261,029 | — | 261,029 | | • Performance Share Units Acceleration Value (4) | | 95,522 | — | 95,522 | | • Long-Term Cash Incentive (5) | | 179,424 | 179,424 | 179,424 | | • Outplacement (6) | | — | 8,900 | 8,900 | | | TOTAL | 873,475 | 1,133,900 | 2,457,375 |
Potential Payments upon Termination or Change in Control Table
| Proposal One | The Board & Committees | Corporate Governance | Director Compensation | Executive Compensation | Proposal Two | Beneficial Stock Ownership | Audit Committee Matters | Proposal Three | Q&A | Other Information |
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) | | — | 799,138 | 1,598,276 | | • Annual Incentive (2) | | 342,488 | 342,488 | 342,488 | | • Health & Welfare Continuation (3) | | | 36,739 | 50,097 | | • Stock Option Acceleration Value (4) | | — | — | — | | • Restricted Share Units Acceleration Value (4) | | 230,818 | 230,818 | 230,818 | | • Performance Share Units Acceleration Value (4) | | — | — | — | | • Long-Term Cash Incentive (5) | | 216,000 | 82,488 | 216,000 | | • Outplacement (6) | | — | 8,900 | 8,900 | | | TOTAL | 789,306 | 1,500,571 | 2,446,579 |
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. |
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. |
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. |
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, 2025, which was $7.20, and PSU performance as of December 31, 2025. Any NEO who is retirement eligible as of December 31, 2025 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. |
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, 2025. |
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. |
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 2025 total annual compensation for our CEO, Katherine T. Gates, was $4,211,299. We estimate that the 2025 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 $109,998. The resulting ratio of our CEO’s total annual compensation to that of the median employee, excluding our CEO, for 2025 is approximately 38.3 to 1. To identify the median of our employees, we ranked employees from highest to lowest with respect to the gross annual earnings reported to taxing authorities. Our calculation included full-time, part-time, and temporary employees of SunCoke Energy and its consolidated subsidiaries employed as of December 31, 2025 (other than the CEO). Employee data was annualized for new hires and employees with a leave of absence. As permitted by applicable SEC rules, our non-U.S. employees were excluded from the data. 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.
CEO Pay Ratio
| Proposal One | The Board & Committees | Corporate Governance | Director Compensation | Executive Compensation | Proposal Two | Beneficial Stock Ownership | Audit Committee Matters | Proposal Three | Q&A | Other Information |
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.
Pay versus Performance Table
Pay versus Performance Table
Pay versus Performance Table
| | | | | | | | Value of Initial Fixed $100 Investment Based on: | | | | | (a) | (b) | (c) | (d) | (e) | (f) | (g) | (h) | (i) | (j) | (k) | | Year | Summary Compensation Table Total for First PEO (1) ($) | Compensation Actually Paid to First PEO (2) ($) | Summary Compensation Table Total for Second PEO (1) ($) | Compensation Actually Paid to Second 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) ($mm) | | 2025 | 0 | 0 | 4,401,365 | 2,957,855 | 1,327,566 | 1,087,415 | 205 | 335 | (44.2) | 219.2 | | 2024 | 4,355,777 | 4,791,731 | 4,587,812 | 4,624,570 | 1,632,530 | 1,672,071 | 213 | 252 | 95.9 | 272.8 | | 2023 | 7,036,958 | 9,716,485 | 0 | 0 | 1,718,603 | 1,999,733 | 205 | 301 | 57.5 | 268.8 | | 2022 | 7,479,976 | 10,983,862 | 0 | 0 | 1,255,461 | 1,490,330 | 158 | 222 | 100.7 | 297.7 | | 2021 | 5,410,975 | 8,598,532 | 0 | 0 | 1,092,805 | 1,010,626 | 116 | 190 | 43.4 | 275.4 |
Pay versus Performance Table
| (1) From January 1, 2020 until his retirement effective May 15, 2024, the Principal Executive Officer (“PEO”) was Michael G. Rippey. As part of the Company’s long-term succession planning process, Katherine T. Gates became PEO coincident with Mr. Rippey’s retirement. The dollar amounts reported in columns (b) and (d) are the amounts of total compensation reported in the “Total” column of the Summary Compensation Table (“SCT”) for Mr. Rippey and Ms. Gates, respectively, as PEO during corresponding year. |
Pay versus Performance Table
| (2) The dollar amounts reported in columns (c) and (e) represent the amount of “compensation actually paid” (“CAP”) to the PEO computed in accordance with Item 402(v) of Regulation S-K. As required, these dollar amounts include (among other items) unpaid amounts of equity compensation that may be realizable in future periods, and as such, these dollar amounts do not reflect the actual amount of compensation earned by, or paid to, the PEO during the applicable year. In accordance with the requirements of Item 402(v) of Regulation S-K, the following adjustments were made to the PEO’s total compensation to determine the CAP: |
Pay versus Performance Table
| Year | Reported Summary Compensation Table Total for PEO ($) | Minus: Reported Summary Compensation Table Value of Equity Awards ($) (i) | Plus: Equity Award Adjustments ($) (ii) | Compensation Actually Paid to PEO ($) | | 2025 | 4,401,365 | 2,047,011 | 603,501 | 2,957,855 | | 2024 | 4,587,812 | 1,929,568 | 1,966,326 | 4,624,570 |
Pay versus Performance Table
| (i) The amounts included in this column are the amounts reported in “Stock Awards” column of the SCT for each applicable year. |
Pay versus Performance Table
| Proposal One | The Board & Committees | Corporate Governance | Director Compensation | Executive Compensation | Proposal Two | Beneficial Stock Ownership | Audit Committee Matters | Proposal Three | Q&A | Other Information |
Pay versus Performance Table
| (ii) The equity award adjustments were calculated in accordance with the methodology required by Item 402(v) of Regulation S-K, to include the fair value of current and prior year equity awards that are outstanding, vested or forfeited during the applicable year, instead of the grant date value of awards granted during the applicable year and include accrued dividend equivalents. Since the Company does not provide a defined benefit pension plan for its executives, there is no adjustment required for this element. The amounts deducted or added in calculating the equity award adjustments for the PEOs are provided in the tables below |
Pay versus Performance Table
PEO Equity Award Adjustment Breakout:
Pay versus Performance Table
| Year | Year-End Fair Value of Current Year Awards Outstanding as of Year End ($) | 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 ($) | Value of Equity for Purpose of Reporting “Compensation Actually Paid” ($) | | 2025 | 1,420,988 | (862,051) | (154,706) | 0 | 199,349 | 0 | 603,501 |
Pay versus Performance Table
| * We generally do not issue equity awards that vest in the year of grant. |
Pay versus Performance Table
| (3) The dollar amounts reported in column (f) 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: |
Pay versus Performance Table
| • | for 2025: Mark W. Marinko, P. Michael Hardesty, Sarah E. Albert, and John F. Quanci |
Pay versus Performance Table
| • | for 2024 : Mark W. Marinko, P. Michael Hardesty, and John F. Quanci; |
Pay versus Performance Table
| • | for 2023 and 2022 : Katherine T. Gates, Mark W. Marinko, P. Michael Hardesty, and John F. Quanci; |
Pay versus Performance Table
| • | for 2021 : Katherine T. Gates, Fay West, Allison S. Lausas, P. Michael Hardesty, and John F. Quanci; and |
Pay versus Performance Table
| • | for 2020 : Katherine T. Gates, Fay West, P. Michael Hardesty, and John F. Quanci |
Pay versus Performance Table
| (4) The dollar amounts reported in column (g) 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: |
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) ($) | Average Compensation Actually Paid to Non-PEO NEOs ($) | | 2025 | 1,327,566 | 300,134 | 59,984 | 1,087,415 | | 2024 | 1,632,530 | 307,435 | 346,976 | 1,672,071 | | 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 |
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. |
Pay versus Performance Table
| Proposal One | The Board & Committees | Corporate Governance | Director Compensation | Executive Compensation | Proposal Two | Beneficial Stock Ownership | Audit Committee Matters | Proposal Three | Q&A | Other Information |
Pay versus Performance Table
| (ii) The equity award adjustments for 2025 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 PEOs. 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 Non-PEO NEOs are provided in the table below: |
Pay versus Performance Table
| Year | Average Year-End Fair Value of Current Year Awards Outstanding as of End Year ($) | | Average Change in Value as of Year-End for Prior Year Awards Outstanding as of Year-End ($) | | 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” ($) | | 2025 | 217,545 | + | (143,635) | + | (53,948) | + | 0 | + | 40,021 | - | 0 | = | 59,984 |
Pay versus Performance Table
| * We generally do not issue equity awards that vest in the year of grant. |
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 the period from 2020 through 2024, 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 (i) of the table thus reflect the NASDAQ U.S. Benchmark Iron & Steel Index TSR. The fourteen companies currently included in this index are: Carpenter Technology Corp., Cleveland-Cliffs Inc., Commercial Metals Co., Metallus, Inc., Northwest Pipe Co., Nucor Corp., Olympic Steel Inc., Radius Recycling, Inc., Reliance, Inc., Ryerson Holding Corp., Steel Dynamics Inc., United States Steel Corp., Worthington Enterprises, Inc., and Worthington 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. |
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. |
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, is the “most important” financial performance measure for this purpose. 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. |
Most Important Performance Measures Linking Compensation Actually Paid During 2025 to Company Performance
Most Important Performance Measures Linking Compensation Actually Paid During 2025 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 2025 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.
Most Important Performance Measures Linking Compensation Actually Paid During 2025 to Company Performance
| Most Important Performance Measures (Unranked) | | • Adjusted EBITDA | | • Operating Cash Flow | | • Pre-tax Return on Invested Capital (ROIC) | | • Safety Performance | | • Environmental Performance |
Most Important Performance Measures Linking Compensation Actually Paid During 2025 to Company Performance
| Proposal One | The Board & Committees | Corporate Governance | Director Compensation | Executive Compensation | Proposal Two | Beneficial Stock Ownership | Audit Committee Matters | Proposal Three | Q&A | Other Information |
Most Important Performance Measures Linking Compensation Actually Paid During 2025 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. The Company’s Adjusted EBITDA demonstrates generation of earnings from core operations:
Most Important Performance Measures Linking Compensation Actually Paid During 2025 to Company Performance
| Proposal One | The Board & Committees | Corporate Governance | Director Compensation | Executive Compensation | Proposal Two | Beneficial Stock Ownership | Audit Committee Matters | Proposal Three | Q&A | Other Information |
Most Important Performance Measures Linking Compensation Actually Paid During 2025 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. This measure is somewhat aligned with the calculated CAP for both the PEOs 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.
Most Important Performance Measures Linking Compensation Actually Paid During 2025 to Company Performance
| Proposal One | The Board & Committees | Corporate Governance | Director Compensation | Executive Compensation | Proposal Two | Beneficial Stock Ownership | Audit Committee Matters | Proposal Three | Q&A | Other Information |
Most Important Performance Measures Linking Compensation Actually Paid During 2025 to Company Performance
GRAPHICAL REPRESENTATION: TSR versus CAP As shown in the chart below, the calculated CAP for both the PEOs 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 PEOs’ CAP calculation because the portion of PEOs’ compensation 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:
Most Important Performance Measures Linking Compensation Actually Paid During 2025 to Company Performance
| Proposal One | The Board & Committees | Corporate Governance | Director Compensation | Executive Compensation | Proposal Two | Beneficial Stock Ownership | Audit Committee Matters | Proposal Three | Q&A | Other Information |
Most Important Performance Measures Linking Compensation Actually Paid During 2025 to Company Performance
PROPOSAL 2:
ADVISORY APPROVAL OF EXECUTIVE COMPENSATION
| Proposal One | The Board & Committees | Corporate Governance | Director Compensation | Executive Compensation | Proposal Two | Beneficial Stock Ownership | Audit Committee Matters | Proposal Three | Q&A | Other Information |
BENEFICIAL STOCK OWNERSHIP OF DIRECTORS, EXECUTIVE OFFICERS AND PERSONS OWNING MORE THAN FIVE PERCENT OF COMMON STOCK
| Proposal One | The Board & Committees | Corporate Governance | Director Compensation | Executive Compensation | Proposal Two | Beneficial Stock Ownership | Audit Committee Matters | Proposal Three | Q&A | Other Information |
Beneficial Stock Ownership of Directors and Executive Officers
| Proposal One | The Board & Committees | Corporate Governance | Director Compensation | Executive Compensation | Proposal Two | Beneficial Stock Ownership | Audit Committee Matters | Proposal Three | Q&A | Other Information |
Audit Committee Report
| Proposal One | The Board & Committees | Corporate Governance | Director Compensation | Executive Compensation | Proposal Two | Beneficial Stock Ownership | Audit Committee Matters | Proposal Three | Q&A | Other Information |
Audit Committee Pre-Approval Policy
| Proposal One | The Board & Committees | Corporate Governance | Director Compensation | Executive Compensation | Proposal Two | Beneficial Stock Ownership | Audit Committee Matters | Proposal Three | Q&A | Other Information |
RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
| Proposal One | The Board & Committees | Corporate Governance | Director Compensation | Executive Compensation | Proposal Two | Beneficial Stock Ownership | Audit Committee Matters | Proposal Three | Q&A | Other Information |
QUESTIONS AND ANSWERS ABOUT THE 2026 ANNUAL MEETING
| Proposal One | The Board & Committees | Corporate Governance | Director Compensation | Executive Compensation | Proposal Two | Beneficial Stock Ownership | Audit Committee Matters | Proposal Three | Q&A | Other Information |
QUESTIONS AND ANSWERS ABOUT THE 2026 ANNUAL MEETING
| Proposal One | The Board & Committees | Corporate Governance | Director Compensation | Executive Compensation | Proposal Two | Beneficial Stock Ownership | Audit Committee Matters | Proposal Three | Q&A | Other Information |
QUESTIONS AND ANSWERS ABOUT THE 2026 ANNUAL MEETING
| Proposal One | The Board & Committees | Corporate Governance | Director Compensation | Executive Compensation | Proposal Two | Beneficial Stock Ownership | Audit Committee Matters | Proposal Three | Q&A | Other Information |
QUESTIONS AND ANSWERS ABOUT THE 2026 ANNUAL MEETING
| Proposal One | The Board & Committees | Corporate Governance | Director Compensation | Executive Compensation | Proposal Two | Beneficial Stock Ownership | Audit Committee Matters | Proposal Three | Q&A | Other Information |
Computershare
| Proposal One | The Board & Committees | Corporate Governance | Director Compensation | Executive Compensation | Proposal Two | Beneficial Stock Ownership | Audit Committee Matters | Proposal Three | Q&A | Other Information |
Computershare
| Proposal One | The Board & Committees | Corporate Governance | Director Compensation | Executive Compensation | Proposal Two | Beneficial Stock Ownership | Audit Committee Matters | Proposal Three | Q&A | Other Information |
Future Stockholder Proposals
| Proposal One | The Board & Committees | Corporate Governance | Director Compensation | Executive Compensation | Proposal Two | Beneficial Stock Ownership | Audit Committee Matters | Proposal Three | Q&A | Other Information |