SunCoke Energy Inc

15. Share-Based Compensation

Equity Classified Awards.

On May 12, 2022, the Company adopted the SunCoke Energy, Inc. Omnibus Long-Term Incentive Plan (the

“Omnibus Plan”). The Omnibus Plan provides for the grant of equity-based awards including stock options and share units, or restricted stock, to the Company’s Board of Directors and certain employees selected for participation in the plan. The total number of shares of common stock authorized for issuance under the Omnibus Plan consists of (i)2,700,000 new shares, (ii)2,434,445 shares of common stock reserved for issuance primarily under the previous SunCoke Energy, Inc. Long-Term Performance Enhancement Plan (“SunCoke LTPEP”), which all equity based awards were issued under prior to the effective date of May 12, 2022, and (iii) any shares of common stock subject to awards granted under the SunCoke LTPEP that were outstanding on the effective date and that, on or after such date, are not issued or delivered to a participant. As of the effective date, new awards will no longer be granted under the SunCoke LTPEP. Awards previously granted under the SunCoke LTPEP, and described in further detail below, were not modified or impacted by the adoption of the Omnibus Plan.

Stock Options

Stock options granted by the Company vest inthree equal annual installments beginningone year from the date of grant, and expireten years from the date of grant. The Company calculates the value of each employee stock option, estimated on the date of grant, using the Black-Scholes option pricing model. There wereno stock options granted by the Company during the years ended December 31, 2023, 2022 and 2021.

The following table summarizes information with respect to common stock option awards outstanding as of December 31, 2023 and stock option activity during the fiscal year then ended:

Intrinsic value for stock options is defined as the difference between the current market value of our common stock and the exercise price of the stock options. Total intrinsic value of stock options exercised in 2023, 2022 and 2021 was $0.1 million, $0.2 million, and $0.3 million, respectively.

Restricted Stock Units Settled in Shares

The Company issues restricted stock units (“RSUs”) to be settled in shares of the Company's common stock to certain employees and members of the Board of Directors. The Company granted the following RSUs during the years ended December 31, 2023, 2022 and 2021:

The RSUs granted to employees vest and become payable inthree annual installments beginningone year from the date of grant. RSUs granted to the Company's Board of Directors vest upon grant, but are issued upon termination of board service.

The following table summarizes information with respect to RSUs outstanding as of December 31, 2023 and RSU activity during the fiscal year then ended:

Total grant date fair value of RSUs vested was $2.1 million, $1.7 million and $1.2 million during 2023, 2022 and 2021, respectively.

Performance Share Units

The Company grants performance share units (“PSUs”), which represent the right to receive shares of the Company's common stock, contingent upon the attainment of Company performance and market goals and continued employment.

The Company granted the following PSUs during the years ended December 31, 2023, 2022 and 2021:

(1)The service period for the 2023, 2022, and 2021 PSUs ends on December 31, 2025, 2024 and 2023, and the awards will vest during the first quarter of 2026, 2025 and 2024, respectively. The service period for certain retiree eligible participants is accelerated.

The PSU grants were split 50/50 between the Company'sthree-year cumulative Adjusted EBITDA performance measure and the Company'sthree-year average pre-tax return on capital (“ROIC”) performance measure for its coke and logistics businesses and unallocated corporate expenses. The number of PSUs ultimately awarded will be determined by the Adjusted EBITDA and ROIC performance versus targets and the Company'sthree-year total shareholder return (“TSR”) as compared to the TSR of the companies making up the NASDAQ U.S. Benchmark Iron & Steel Index (“TSR Modifier”). The TSR Modifier can impact the payout (between 80 percent and 120 percent of the 2023 and 2022 awards, and between 75 percent and 125 percent of the 2021 awards) of the Company's final performance measure results. The 2023 and 2022 awards may vest between 25 percent and 200 percent of the original units granted and the 2021 awards may vest between zero and 250 percent. The fair value of the PSUs granted is based on the closing price of our common stock on the date of grant as well as a Monte Carlo simulation for the valuation of the TSR Modifier.

The following table summarizes information with respect to unearned PSUs outstanding as of December 31, 2023 and PSU activity during the fiscal year then ended:

Liability Classified Awards

Restricted Stock Units Settled in Cash

During the years ended December 31, 2023, 2022 and 2021, the Company issued 216,547,250,615 and 230,056 restricted stock units to be settled in cash (“Cash RSUs”), respectively, which vest inthree annual installments beginningone year from the grant date. The weighted average grant date fair value of the Cash RSUs granted during the years ended December 31, 2023, 2022 and 2021, was $9.24, $7.56 and $6.68, respectively, and was based on the closing price of our common stock on the day of grant. The Cash RSU liability at December 31, 2023 was adjusted based on the closing price of our common stock on December 31, 2023 of $10.74 per share. The Cash RSU liability was $2.8 million at December 31, 2023 and was $2.4 million at December 31, 2022.

Cash Incentive Award

The Company also granted share-based compensation to eligible participants under the SunCoke Energy, Inc. Long-Term Cash Incentive Plan (“SunCoke LTCIP”), which became effective January 1, 2016. The SunCoke LTCIP is designed to provide for performance-based, cash-settled awards. All awards vest immediately upon a change in control and a qualifying termination of employment as defined by the SunCoke LTCIP. As of May 12, 2022, performance-based, cash settled awards will be granted under the new Omnibus Plan. The awards previously granted under the SunCoke LTCIP were not modified or impacted by the adoption of the Omnibus Plan. The cash incentive award liability is included in accrued liabilities and other deferred credits and liabilities on the Consolidated Balance Sheets.

The Company issued a grant date fair value award of $2.2 million, $2.0 million and $2.1 million during the years ended December 31, 2023, 2022 and 2021, respectively, for which the service periods end on December 31, 2025, 2024 and 2023, respectively, and the awards will vests during the first quarter of 2026, 2025 and 2024, respectively. The service period for certain retiree eligible participants is accelerated. The 2023, 2022 and 2021 awards are split 50/50 between the Adjusted EBITDA and ROIC metrics, consistent with the PSU awards, but is not impacted by the TSR modifier. See above for details.

The cash incentive award liability at December 31, 2023 was adjusted based on the Company'sthree-year cumulative Adjusted EBITDA performance and adjusted average pre-tax return on capital for the Company's coke and logistics businesses and unallocated corporate expenses. The cash incentive award liability was $8.1 million at December 31, 2023 and $8.7 million at December 31, 2022.

Summary of Share-Based Compensation Expense

Below is a summary of the compensation expense, unrecognized compensation costs, the period for which the unrecognized compensation cost is expected to be recognized over for each award:

(1)Compensation expense is recognized by the Company in selling, general and administrative expenses on the Consolidated Statements of Income.

The Company issued $0.7 million, $0.3 million, and $0.3 million of share-based compensation to the Company's Board of Directors during the years ended December 31, 2023, 2022 and 2021, respectively.