SunCoke Energy, Inc.
For the period ended May 15, 2025. Filed Apr 3, 2025.
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May 15, 2025 · Filed Apr 3, 2025
Contents
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)($mm) |
| 2024 | 4,355,777 | 4,791,731 | 4,587,812 | 4,624,570 | 1,632,530 | 1,667,837 | 213 | 252 | 95.9 | 272.8 |
| 2023 | 7,036,958 | 9,716,485 | 0 | 0 | 1,718,603 | 1,999,733 | 205 | 301 | 57.5 | 268.8 |
| 2022 | 7,479,976 | 10,983,862 | 0 | 0 | 1,255,461 | 1,490,330 | 158 | 222 | 100.7 | 297.7 |
| 2021 | 5,410,975 | 8,598,532 | 0 | 0 | 1,092,805 | 1,010,626 | 116 | 190 | 43.4 | 275.4 |
| 2020 | 4,013,702 | 2,664,824 | 0 | 0 | 1,135,178 | 879,759 | 74 | 110 | 3.7 | 205.9 |
| (1) | From January 1, 2020 until his retirement effective May 15, 2024, the Principal Executive Officer (“PEO”) was Michael G. Rippey. As part of the Company’s long-term succession planning process, Katherine T. Gates became PEO coincident with Mr. Rippey’s retirement. The dollar amounts reported in columns (b) and (d) are the amounts of total compensation reported in the “Total” column of the Summary Compensation Table (“SCT”) for Mr. Rippey and Ms. Gates, respectively, as PEO during corresponding year. |
| (2) | The dollar amounts reported in columns (c) and (e) represent the amount of “compensation actually paid” (“CAP”) to the PEO computed in accordance with Item 402(v) of Regulation S-K. As required, these dollar amounts include (among other items) unpaid amounts of equity compensation that may be realizable in future periods, and as such, these dollar amounts do not reflect the actual amount of compensation earned by, or paid to, the PEO during the applicable year. In accordance with the requirements of Item 402(v) of Regulation S-K, the following adjustments were made to the PEO’s total compensation to determine the CAP: |
| Year · Reported Summary Compensation Table Total for Mr. Rippey as PEO($) · Minus: Reported Summary Compensation Table Value of Equity Awards($) (i) · Plus:Equity Award Adjustments($) (ii) · Compensation Actually Paid to Mr. Rippey as PEO($) | |||||||
|---|---|---|---|---|---|---|---|
| 2024 | 4,355,777 | 1,388,117 | 1,824,071 | 4,791,731 | |||
| 2023 | 7,036,958 | 2,681,498 | 5,361,026 | 9,716,485 | |||
| 2022 | 7,479,976 | 2,502,391 | 6,006,277 | 10,983,862 | |||
| 2021 | 5,410,975 | 2,758,176 | 5,945,733 | 8,598,532 | |||
| 2020 | 4,013,702 | 2,203,220 | 854,342 | 2,664,824 | |||
| Year | Reported Summary Compensation Table Total for Ms. Gates as PEO($) | Minus: Reported Summary Compensation Table Value of Equity Awards($) (i) | Plus:Equity Award Adjustments($) (ii) | Compensation Actually Paid to Ms. Gates as PEO($) | |||
| 2024 | 4,587,812 | 1,929,568 | 1,966,326 | 4,624,570 | |||
| (i) | The amounts included in this column are the amounts reported in “Stock Awards” column of the SCT for each applicable year. |
| Proposal One | The Board & Committees | Corporate Governance | Director Compensation | Executive Compensation | Proposal Two | Beneficial Stock Ownership | Audit Committee Matters | Proposal Three | Q&A | Other Information |
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| (ii) | The equity award adjustments for 2024 were calculated in accordance with the methodology required by Item 402(v) of Regulation S-K, to include the fair value of current and prior year equity awards that are outstanding, vested or forfeited during the applicable year, instead of the grant date value of awards granted during the applicable year and include accrued dividend equivalents. Since the Company does not provide a defined benefit pension plan for its executives, there is no adjustment required for this element. The amounts deducted or added in calculating the equity award adjustments for the PEOs are provided in the tables below |
PEO Equity Award Adjustment Breakout (Mr. Rippey):
| Year | Year-End Fair Value of Current Year Awards Outstanding as of Year End($) | 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($) | Value of Equity for Purpose of Reporting “Compensation Actually Paid”($) |
|---|---|---|---|---|---|---|---|
| 2024 | 1,264,310 | 135,402 | 43,270 | 0 | 381,088 | 0 | 1,824,071 |
| * | We generally do not issue equity awards that vest in the year of grant. |
PEO Equity Award Adjustment Breakout (Ms. Gates):
| 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”($) |
|---|---|---|---|---|---|---|---|
| 2024 | 1,819,592 | 17,698 | 7,083 | 0 | 121,953 | 0 | 1,966,326 |
| * | We generally do not issue equity awards that vest in the year of grant. |
| (3) | The dollar amounts reported in column (f) represent the average of the amounts reported for the Company’s NEOs as a group (excluding the PEO) in the “Total” column of the SCT in each applicable year. Our non-PEO NEOs included in the table above are the following individuals: |
| • | for 2024: Mark W. Marinko, P. Michael Hardesty, and John F. Quanci; |
| • | for 2023 and 2022: Katherine T. Gates, Mark W. Marinko, P. Michael Hardesty, and John F. Quanci; |
| • | for 2021: Katherine T. Gates, Fay West, Allison S. Lausas, P. Michael Hardesty, and John F. Quanci; and |
| • | for 2020: Katherine T. Gates, Fay West, P. Michael Hardesty, and John F. Quanci |
| (4) | The dollar amounts reported in column (g) represent the average amount of “compensation actually paid” to the Non-PEO NEOs as a group, as computed in accordance with Item 402(v) of Regulation S-K. The dollar amounts do not reflect the actual average amount of compensation earned by, or paid to, the Non-PEO NEOs as a group during the applicable year. In accordance with the requirements of Item 402(v) of Regulation S-K, the following adjustments were made to average total compensation for the Non-PEO NEOs as a group to determine the compensation actually paid: |
| Year | Average ReportedSummary Compensation Table Total for Non-PEO NEOs($) | Minus:Average Reported Summary Compensation Table Value of Equity Awards for Non-PEO NEOs (i)($) | Plus:Average Equity AwardAdjustments (ii)($) | Average Compensation Actually Paid to Non-PEO NEOs($) |
|---|---|---|---|---|
| 2024 | 1,632,530 | 307,435 | 346,976 | 1,667,837 |
| 2023 | 1,718,603 | 410,351 | 691,481 | 1,999,733 |
| 2022 | 1,255,461 | 240,336 | 475,205 | 1,490,330 |
| 2021 | 1,092,805 | 385,980 | 303,801 | 1,010,626 |
| 2020 | 1,135,178 | 280,532 | 25,113 | 879,759 |
| (i) | Represents the average total of the amounts reported in the “Stock Awards” column of the Summary Compensation Table for the Non-PEO NEOs for the applicable year. |
2025 PROXY STATEMENT 47
| Proposal One | The Board & Committees | Corporate Governance | Director Compensation | Executive Compensation | Proposal Two | Beneficial Stock Ownership | Audit Committee Matters | Proposal Three | Q&A | Other Information |
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| (ii) | The equity award adjustments for 2024 were calculated using the same methodology described above in footnote (2) with respect to reconciliation of Summary Compensation Table total amounts to total “Compensation Actually Paid” for the PEOs. Since the Company does not provide a defined benefit pension plan to its executives, there is no adjustment required for this element. The amounts deducted or added in calculating the equity award adjustments for the Non-PEO NEOs are provided in the table below |
| Year · Average Year-End Fair Value of Current Year Awards Outstanding as of End Year ($) · 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 ($) · Average Value of Equity for Purpose of Reporting “Compensation Actually Paid” ($) | |||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 2024 | 295,714 | + | 11,295 | + | 3,517 | + | 0 | + | 36,449 | - | 0 | = | 346,976 |
| * | We generally do not issue equity awards that vest in the year of grant. |
| (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. |
| (6) | Presented in millions. Net income is as listed in the Company’s financial statements in accordance with U.S. GAAP. |
| (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 2024 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 2024 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 (Unranked)
Adjusted EBITDA
Operating Cash Flow
Pre-tax Return on Invested Capital (ROIC)
Safety Performance
Environmental 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 |
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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:
2025 PROXY STATEMENT 49
| 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 |
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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.
| 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 |
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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:
2025 PROXY STATEMENT 51
| Proposal One | The Board &Committees | CorporateGovernance | DirectorCompensation | ExecutiveCompensation | Proposal Two | BeneficialStockOwnership | AuditCommitteeMatters | ProposalThree | Q&A | OtherInformation |
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