SEC Form DEF 14A filed by SunCoke Energy Inc.

LETTER TO OUR STOCKHOLDERS

April 3, 2025

Dear Stockholder:

You are cordially invited to attend the 2025 Annual Meeting of Stockholders of SunCoke Energy, Inc., on May 15, 2025 at 8:00 a.m., Central Time. We have adopted a virtual meeting format for our 2025 Annual Meeting. We will provide a live webcast of the meeting at https://meetnow.global/M5L2CM6, where you will be able to vote your shares and submit questions online by logging in with the control number included on your proxy card or any additional voting instructions accompanying these proxy materials. We recommend that you log into the website a few minutes before the meeting to ensure that you are logged in when the meeting begins.

The following pages contain our notice of annual meeting and proxy statement. Please review this material for information concerning the business to be conducted at the 2025 Annual Meeting, including the nominees for election as directors.

As we have in the past, we are furnishing our proxy statement and other proxy materials to our stockholders over the Internet and mailing paper copies to stockholders who have requested them. For further details, please refer to the section entitled “Questions and Answers About the 2025 Annual Meeting” beginning on page 58 of the proxy statement.

Whether or not you plan to attend the 2025 Annual Meeting, it is important that your shares be represented. Please vote via telephone, the Internet, proxy card, or voter instruction form.

Thank you for your continued support of SunCoke Energy.

Sincerely,

Katherine T. Gates

President and Chief Executive Officer

SunCoke Energy, Inc.

1011 Warrenville Road | Suite 600 | Lisle, Illinois 60532 | tel (630) 824-1000 | www.suncoke.com

NOTICE OF 2025 ANNUAL MEETING

To the Stockholders of SunCoke Energy, Inc.:

The 2025 Annual Meeting of Stockholders of SunCoke Energy, Inc. (the “2025 Annual Meeting”) is scheduled to be held on May 15, 2025 at 8:00 a.m., Central Time, at https://meetnow.global/M5L2CM6, for the following purposes:

Stockholders also will transact such other business as may properly come before the 2025 Annual Meeting or any adjournment or postponement thereof.

All of our stockholders are cordially invited to attend the 2025 Annual Meeting. However, only holders of record of SunCoke Energy, Inc. Common Stock, par value $0.01 per share, at the close of business on March 19, 2025, (the “Record Date”) are entitled to vote at the 2025 Annual Meeting. If you plan to attend our 2025 Annual Meeting, please follow the registration instructions outlined in this proxy statement.

If you were a stockholder of record at the close of business on the Record Date, you may vote at the 2025 Annual Meeting. To ensure that your vote is properly recorded, please vote as soon as possible, even if you plan to attend the 2025 Annual Meeting. Most stockholders have four options for submitting their vote: (1) via telephone, (2) over the Internet, (3) through the mail, or (4) live at the 2025 Annual Meeting. For further details about voting, please refer to the section entitled “Questions and Answers About the 2025 Annual Meeting” beginning on page 58 of the proxy statement.

If your shares are held in “street name” in a stock brokerage account, or by a bank or other nominee, you must provide your broker with instructions on how to vote your shares in order for your shares to be voted on important matters presented at the 2025 Annual Meeting. If you do not instruct your broker on how to vote with regard to the election of directors and the advisory vote on executive compensation, your shares will not be voted on these matters.

The approximate date of mailing of the Notice of Internet Availability of Proxy Materials to our stockholders will be on or about April 3, 2025, and the attached proxy statement, together with our 2024 Annual Report on Form 10-K, will be made available to our stockholders on that same date. We also will begin mailing paper copies of our proxy statement and other proxy materials to stockholders who have requested them on or about that date.

By order of the Board of Directors,

John J. DiRocco, Jr.

Vice President, Assistant General Counsel

and Corporate Secretary

TABLE OF CONTENTS

SUNCOKE ENERGY, INC. 2025 PROXY STATEMENT  i

PROPOSAL 1

ELECTION 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 seven members: Arthur F. Anton, Martha Z. Carnes, Ralph M. Della Ratta, Jr., Katherine T. Gates, Susan R. Landahl, Michael W. Lewis and Andrei A. Mikhalevsky.

Our Board currently is divided into three classes, each serving staggered three-year terms. Directors for each class are elected at the annual meeting of stockholders held in the year in which the term for their class expires. There are two nominees for election this year. These nominees are: Arthur F. Anton and Michael W. Lewis, and the Board has nominated each of them for a new three-year term that will expire at the annual meeting in 2028, 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 2025 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 2025 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.

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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 2025 Annual Meeting:

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.

✔

✔

✔

✔

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.

✔

✔

✔

✔

✔

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

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Director Snapshot

Director Succession and Board Refreshment

The Governance Committee oversees and plans for director succession and refreshment of the Board to ensure a mix of skills, experience and tenure that promotes and supports SunCoke Energy’s long-term strategy. In doing so, the Governance Committee takes into consideration the overall needs, composition and size of the Board, as well as the criteria adopted by the Board regarding director candidate qualifications. The Governance Committee annually reviews the qualifications and experience of current directors and identifies specific competencies required in director-nominees.

SUNCOKE ENERGY, INC. 2025 PROXY STATEMENT  3

We are committed to actively refreshing our Board and each Committee to maintain a mix of short-, medium- and long-tenured directors, which we believe promotes strong Board governance. We also proactively manage potential vacancies due to retirement to identify candidates that will complement the existing skill set and qualifications of our current Board, as well as our strategic vision and our corporate values.

Governance Committee Process for Director Nominations

The Governance Committee evaluates potential director candidates and makes recommendations to the Board. Candidates may be identified by current directors, by stockholders, or by search firms or third-party consultants engaged by the Governance Committee to assist in identifying and screening potential candidates. Director nominees should have a proven record of professional success and leadership and demonstrate the highest personal and professional ethics, integrity and values. The Governance Committee chooses director-nominees with the primary goal of ensuring that the Board collectively serves the interests of our stockholders. Directors are expected to devote sufficient time and effort to their duties as members of the Board.

The Governance Committee’s evaluation of a candidate generally includes inquiries as to the candidate’s reputation and background, examination of the candidate’s experience and skills in relation to the Board’s requirements at the time, consideration of the candidate’s independence as measured by the Board’s independence standards and any other considerations that the Governance Committee deems appropriate. Potential director candidates recommended by our stockholders will be evaluated on the same basis as candidates recommended by current directors, search firms, or third-party consultants. Following its evaluation process, the Governance Committee recommends candidates to the full Board. The Board then makes the final determination regarding a candidate based on its consideration of the Governance Committee’s recommendation.

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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, Arthur F. Anton and Michael W. Lewis, should be elected to serve on the Board, are described below:

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

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

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Class III: Nominees Up for Election at the 2027 Annual Meeting

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THE BOARD OF DIRECTORS AND ITS COMMITTEES

Our Board is composed of a majority of independent directors and our Audit, Compensation and Governance Committees are each composed entirely of independent directors. The following table shows the membership of our Committees as of April 3, 2025:

Meeting Attendance

The Board held eight meetings in fiscal year 2024. Each director who served in fiscal year 2024 attended over 75% of the aggregate of: (i) the total number of meetings of the Board during the periods that he or she served in fiscal year 2024 and (ii) the total number of meetings of the Committees on which he or she served during the periods that he or she served in fiscal year 2024. The Company does not have a specific policy regarding director attendance at the Annual Meeting. However, all directors attended the 2024 Annual Meeting which was held on May 16, 2024.

Audit Committee

The Board has adopted a written charter for the Audit Committee, which is available on our corporate website at www.SunCoke.com. The Audit Committee met eight times in fiscal year 2024.

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Compensation Committee

The Board has adopted a written charter for the Compensation Committee, which is available on our corporate website at www.SunCoke.com. The Compensation Committee met five times in fiscal year 2024.

Governance Committee

The Board has adopted a written charter for the Governance Committee, which is available on our corporate website at www.SunCoke.com. The Governance Committee met four times in fiscal year 2024.

Compensation Committee Interlocks and Insider Participation

None of the members of the Compensation Committee is or ever was an officer or employee of SunCoke Energy or any of our subsidiaries. In addition, none of our executive officers served on the compensation committee or board of directors of any other company of which any of our directors also was an executive officer.

SUNCOKE ENERGY, INC. 2025 PROXY STATEMENT  13

CORPORATE GOVERNANCE

Corporate governance at SunCoke Energy is designed to promote the long-term interests of our stockholders, strengthen Board and management accountability, foster responsible decision-making and engender public trust. We have adopted leading governance practices that establish strong independent leadership in our boardroom, ensure Board and management accountability, and provide our stockholders with meaningful rights.

We believe that such corporate governance practices are essential to our long-term success. The following are key governance provisions that highlight SunCoke Energy’s commitment to transparency and accountability:

Director Independence

The Board, upon the recommendation of the Governance Committee, has determined that each of our non-executive directors who serves as a director is “independent” under the applicable rules of the NYSE and the SEC and is free of any direct or indirect material relationship with SunCoke Energy or its management.

Board Leadership Structure

Our Board currently separates the roles of Chairman and Chief Executive Officer. The current leadership structure of the Board includes our independent non-executive Chairman (Mr. Anton), and our President and Chief Executive Officer (Ms. Gates). Our Governance Committee and Board believes that the current Board leadership structure, with separate roles for the Chairman and the Chief Executive Officer is in the best interests of SunCoke Energy and its stockholders at the present time. In our view, a number of factors support the current leadership structure chosen by the Board, including, among others:

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Code of Business Conduct and Ethics

We have adopted a Code of Business Conduct and Ethics that applies to all of our officers, directors and employees, including our Chairman, Chief Executive Officer, President, Senior Vice President and Chief Financial Officer, Vice President and Controller and other senior financial officers. The Code of Business Conduct and Ethics is posted on our corporate website at www.SunCoke.com.

Oversight of Management Succession

The Company has adopted a management succession policy pursuant to which the Board of Directors regularly reviews the Company’s succession plan for the CEO and other senior executives. This process is designed to prepare the Company for both planned succession events as well as unplanned succession events, such as those arising from unexpected illness or death or other sudden departure, to ensure the stability and accountability of the Company during periods of transition. The Board of Directors’ periodic review of the Company’s succession plan includes an evaluation of potential candidates for the CEO position and other senior executive positions, including an assessment of whether each candidate possesses the skills, experience, education, and other attributes that the Board of Directors believes to be required for such positions in light of the Company’s business, operations, strategy and culture. The Company’s management succession policy also provides process guidelines in the event of an emergency management succession event.

Board of Directors and Committee Evaluations

Our Board recognizes that a robust and constructive Board and Committee evaluation process is an essential component of board effectiveness. As such, our Board and each of our Committees conduct an annual evaluation, which includes a qualitative assessment by each director of the performance of the Board and the Committee or Committees on which the director sits. The Governance Committee oversees the evaluation process.

Communications with the Board

Stockholders and other interested persons may communicate any concerns they may have regarding SunCoke Energy to the attention of the Board, or to any specific member of the Board, including the Chairman, by writing to the following address:

SunCoke Energy, Inc.

c/o Corporate Secretary

1011 Warrenville Road – Suite 600

Lisle, Illinois 60532

Communications directed to the independent directors as a group should be sent to the attention of the Chairman, c/o the Corporate Secretary, at the address indicated above. Any stockholder or other interested person who has a particular concern regarding accounting, internal accounting controls or other audit matters that he or she wishes to bring to the attention of the Audit Committee of the Board may communicate those concerns to the Audit Committee or its Chair, c/o the Corporate Secretary, using the address indicated above.

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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.

Annual Retainers

SunCoke Energy does not pay meeting fees. The table below summarizes the current structure of the independent director compensation program for SunCoke Energy’s independent directors:

Retainer Paid in Shares

A portion of the independent directors’ annual retainer is paid in the form of our Common Stock. Each independent director also may elect to receive payment of all or a portion of his or her annual cash retainers in the form of our Common Stock.

Each independent director may designate his or her compensation to be delivered in the form of share units. Each share unit is treated as if it were invested in shares of our Common Stock, but it does not have voting rights. Share units are credited with dividend equivalents that entitle the holder to receive payment in an amount equal to the cash dividends payable on a number of shares of Common Stock equal to the number of outstanding share units. The dividend equivalents are credited to a bookkeeping account for each director who has share units. The dividend equivalent account does not bear interest. Payment of dividend equivalents coincides with the settlement of the related share units. Independent directors may choose to receive their aggregate share units paid out in a lump sum, or as a series of up to three approximately equal annual installments, commencing on January 15 of the calendar year following the calendar year in which they leave the Board. Successive annual installment payments are made no earlier than January 15 of each such year. Share units are settled in an equivalent number of shares of Common Stock on the payment date.

SUNCOKE ENERGY, INC. 2025 PROXY STATEMENT  19

Director Stock Ownership Guidelines

Each independent director is expected to own a number of shares of our Common Stock having an aggregate market value equal to at least five times the independent director’s annual cash retainer for Board service. Share units credited to an independent director will be counted for purposes of determining compliance with these guidelines. Once the applicable guideline ownership level has been attained, compliance will not otherwise be affected by a subsequent decline in the trading price of our Common Stock. Our directors are allowed a five-year phase-in period to reach their respective stock ownership goals in order to comply with the applicable guidelines. As of December 31, 2024, each of our independent directors with five or more years of service were in compliance with the guidelines. Each of our independent directors with less than five years of service (Mr. Anton, Mr. Della Ratta, Mr. Lewis and Mr. Mikhalevsky) will have five years from their respective appointments to the Board in which to meet their respective stock ownership goals.

Director Compensation Table

The table below sets forth the compensation paid by SunCoke Energy, Inc. to its independent directors in fiscal 2024. During 2024, Mr. Rippey (our former CEO) and Ms. Gates were employee directors and, as such, did not receive separate compensation for their Board service.

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EXECUTIVE COMPENSATION

Compensation Committee Report

Based on our review, and discussion with management, we have recommended to the Board of Directors that the Compensation Discussion and Analysis be included in this proxy statement and be incorporated in the Company’s Annual Report on Form 10-K for the year ended December 31, 2024.

Members of the Compensation Committee:

Named Executive Officers (“NEOs”) for 2024: For 2024, our NEOs were:

President and Chief Executive Officer

Former Chief Executive Officer

Senior Vice President and Chief Financial Officer

Senior Vice President Commercial Operations, Business Development, Terminals and International Coke

Vice President, Engineering & Technology, and Chief Technology Officer

Leadership Succession

SunCoke Energy’s Board of Directors appointed Ms. Gates as President of the Company effective January 1, 2023, and as a member of the Board effective the same date. On February 22, 2024, The Company announced Ms. Gates’ promotion to President and Chief Executive Officer, to be coincident with Mr. Rippey’s retirement as part of the Company’s long-term succession planning process. Mr. Rippey continued to serve as Chief Executive Officer and as a Director from January 1, 2023 until his retirement from those positions effective May 15, 2024. To continue to provide the Company with advice on strategy and growth initiatives, Mr. Rippey entered into an Advisory Agreement with the Company, pursuant to which he will act in the non-executive officer role of strategic advisor through May 15, 2028. During the term of this Advisory Agreement, Mr. Rippey will receive an annual fee of $300,000, paid in quarterly installments of $75,000 each.

Compensation Discussion and Analysis (“CD&A”)

This CD&A describes the material elements of the 2024 compensation and benefit programs for our NEOs. This CD&A is organized into five sections:

SUNCOKE ENERGY, INC. 2025 PROXY STATEMENT  21

SECTION 1 — EXECUTIVE SUMMARY

Our executive team and employees continue to focus on the Company’s long-term success of its core businesses by providing high-quality cokemaking and logistics services, and by continuing to invest in our assets. Due to our high-quality reliable products and services, we have developed strong relationships with customers in our coke and logistics businesses. We also continue to pursue new customers and business opportunities where we benefit from our robust technical expertise. In 2024, we also reached an agreement with the United States Department of Labor (“DOL”) regarding legacy federal black lung liabilities. In exchange for a one-time payment of $36 million dollars to the DOL, we received a regulatory exemption, eliminating the majority of SunCoke’s accrued black lung liabilities, totaling $45.5 million dollars. As a result, we recognized a $9.5 million-dollar pre-tax gain during the third quarter. Going forward, our annual legacy expenses will be lower, and the year-to-year volatility will be greatly reduced. In addition, SunCoke will not be subject to potential higher collateral requirements in the future.

As part of our ongoing granulated pig iron (“GPI”) project at U.S. Steel’s Granite City Works, we executed a six-month extension, through June 30, 2025, of the cokemaking contract for our Granite City operations. Key provisions of this contract extension include reduced tonnage, lower economics, and an option for U.S. Steel to extend for an additional six months, through the end of 2025. Work on development of the GPI project is ongoing, as we continue to believe in the strong fundamentals of the project for SunCoke and all other parties.

The foundation for these accomplishments is first-rate, consistent operational execution, including strong safety and environmental performance:

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2024 PERFORMANCE HIGHLIGHTS

Our executive team and employees continued to focus on the Company’s long-term success by providing high-quality cokemaking and logistics services, and by continuing to invest in our assets. We also continue to focus on pursuing new customers and business opportunities. We made progress on these objectives by extending our coal handling agreement at CMT; signing a new three-year, take-or-pay coal handling agreement at KRT that will grow our barge business; continuing to work on the GPI project at Granite City Works and extending the Granite City cokemaking contract through June 30, 2025; and evaluating other potential growth opportunities. The foundation for these accomplishments is first-rate, consistent operational execution, including strong safety and environmental performance.

Here is a summary of our major accomplishments during 2024:

In addition to strong operational performance, we maintained gross leverage of 1.83x and made great progress on capital allocation priorities, with continued focus on rewarding our long-term shareholders and pursuing growth opportunities. During the year, we returned $37.6 million of capital to shareholders, having increased our quarterly dividend by 20 percent, from $0.10/share to $0.12/share. This was the third consecutive year in which we have increased the dividend.

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Historical Financial Performance

SunCoke has a track record of delivering consistent financial results and generating steady free cash flow. Our deliberate and careful capital allocation decisions over the last several years have strengthened our balance sheet and financial position, while continuing to reward our long-term shareholders with our dividend. Despite this consistent performance, SunCoke’s stock price does experience volatility caused primarily by steel industry outlook factors. Because our stock price is highly correlated with that of our customers, the steel industry outlook and our customer’s performance can create a disconnect between the Company’s operating results and stock price.

Shareholder Engagement

The Company values feedback from all of our stockholders and regularly engages with them at conferences and individually. We believe this approach to engaging proactively drives well- rounded decision-making and ultimately furthers creation of long-term value. During 2024, we engaged with 56 investors via audiovisual and in-person conferences. In addition, the Company’s President & CEO and others regularly engage in dialogue with stockholders through the Company’s quarterly earnings calls.

The Company received no recommendations on executive compensation from stockholders in 2024. In addition, our “Say on Pay” vote in 2024 received 95.1% support from stockholders. The Company’s Board and Compensation Committee reviewed the results of this vote and concluded that this level of approval reflects strong shareholder support of our compensation strategy and programs. In light of this approval, the structure of our pay programs has remained materially consistent from 2019 through 2024.

SECTION 2 — OUR COMPENSATION PHILOSOPHY

Our Compensation Program is Designed Around These Guiding Principles:

		Strong pay for performance orientation		•   A significant portion of our NEOs’ pay is at risk based on financial, operational and share performance.   •   The level of pay at risk increases progressively at positions of greater responsibility.
		Align Pay with Long-Term Interests of our Stockholders		•   Our incentive compensation is linked to the achievement of performance and share metrics which drive shareholder value, thereby aligning to pay for performance and increasing stockholders’ value over the long-term.
		Attract, Reward & Retain Executives		•   Our compensation structure serves to attract and retain top-level executive talent.
		Provide Competitive Compensation		•   Our compensation levels use the median of the market as a reference point, with flexibility for individual experience and performance.   •   The market is defined by reference to general industry, as well as a specific peer group.
		Avoid Legacy Liabilities		•   We provide competitive benefits in a manner that emphasizes flexibility and avoidance of legacy liabilities.   •   For example, our NEOs have no defined benefit pension plan or retiree medical plan.

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Compensation Governance Practices

We have a robust and ongoing annual process to plan, review and determine executive compensation, which includes engagement with our stockholders. Our compensation program is designed to promote exceptional performance and align the interests of our executives with the interests of our stockholders while discouraging executives from taking excessive risks.

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

Role of Management

Each year, the Board of Directors establishes measurable performance goals and objectives for the CEO and the Company, and evaluates the CEO’s performance against these goals and objectives. The CEO, in turn, reviews the performance of our other NEOs and makes recommendations to the Compensation Committee with respect to their compensation, including salary and annual and long-term incentives.

After considering the data on market-based compensation provided by the Company’s independent compensation consultant, the Compensation Committee annually reviews and assesses the compensation of our NEOs. In so doing, the Compensation Committee also considers, among other things, the Company’s results of operations, relative shareholder return, other performance metrics, and the value of similar compensation for NEOs at comparable companies. Based upon this review, the Compensation Committee determines the appropriate levels of compensation for all NEOs except for the CEO. The Compensation Committee then presents its recommendations, regarding the CEO’s compensation, to the full Board for the Board’s review and approval. The CEO attends Compensation Committee meetings, but is not present for, and does not participate in, discussions concerning the CEO’s own compensation.

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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 2024, 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

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.

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The approved compensation peer group for fiscal year 2024 was comprised of the following companies: