SEC Form DEF 14A filed by SunCoke Energy Inc.

LETTER TO OUR STOCKHOLDERS

April 1, 2026

Dear Stockholder:

You are cordially invited to attend the 2026 Annual Meeting of Stockholders of SunCoke Energy, Inc., on May 14, 2026 at 8:00 a.m., Central Time. We have adopted a virtual meeting format for our 2026 Annual Meeting. We will provide a live webcast of the meeting https://meetnow.global/M4PPXM5, 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 2026 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 2026 Annual Meeting” beginning on page 58 of the proxy statement.

Whether or not you plan to attend the 2026 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 2026 ANNUAL MEETING

To the Stockholders of SunCoke Energy, Inc.:

The 2026 Annual Meeting of Stockholders of SunCoke Energy, Inc. (the “2026 Annual Meeting”) is scheduled to be held on May 14, 2026 at 8:00 a.m., Central Time, at https://meetnow.global/M4PPXM5, for the following purposes:

Stockholders also will transact such other business as may properly come before the 2026 Annual Meeting or any adjournment or postponement thereof.

All of our stockholders are cordially invited to attend the 2026 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 18, 2026, (the “Record Date”) are entitled to vote at the 2026 Annual Meeting. If you plan to attend our 2026 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 2026 Annual Meeting. To ensure that your vote is properly recorded, please vote as soon as possible, even if you plan to attend the 2026 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 2026 Annual Meeting. For further details about voting, please refer to the section entitled “Questions and Answers About the 2026 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 2026 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 1, 2026, and the attached proxy statement, together with our 2025 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, Deputy General Counsel

and Corporate Secretary

TABLE OF CONTENTS

SUNCOKE ENERGY, INC. 2026 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 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.

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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 2026 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.

✔

✔

✔

✔

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.

✔

✔

✔

✔

✔

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Director Snapshot

For directors whose terms of office are expected to continue after our 2026 Annual Meeting:

SUNCOKE ENERGY, INC. 2026 PROXY STATEMENT  3

Director Succession and Board Refreshment

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.

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.

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, 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

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

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Class I: Nominees Up for Election at the 2028 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 1, 2026:

The following table shows the proposed membership of our Committees following SunCoke Energy’s 2026 Annual Meeting:

Meeting Attendance

The Board held ten meetings in fiscal year 2025. Each director who served in fiscal year 2025 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 2025 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 2025. The Company does not have a specific policy regarding director attendance at the Annual Meeting. However, all directors attended the 2025 Annual Meeting which was held on May 15, 2025.

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The following charts describe the Committees of the Board in in fiscal year 2025:

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 2025.

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 four times in fiscal year 2025.

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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 three times in fiscal year 2025.

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. 2026 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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Our Governance Committee annually assesses these roles and the board leadership structure to ensure that the interests of SunCoke Energy and its stockholders are best served. Our By-laws allow the Chief Executive Officer to be designated as Chairman of the Board. If the individual elected as Chairman of the Board is also the Chief Executive Officer, or if the Chairman of the Board is otherwise not independent, then the Chair of our Governance Committee will act in the role of Lead Director. The duties of such a Lead Director are described in our Corporate Governance Guidelines and include: (1) the authority to chair those meetings of the Board at which the Chairman is not present; and (2) the authority to preside at executive sessions of the independent directors. A Lead Director also may provide advice and counsel, as needed, to the Chairman, and/or the Chief Executive Officer, on strategic issues and on Board and Committee matters generally. If appointed, a Lead Director also would lead the Board and Committee self-evaluation process, as well as the annual evaluation of the Chief Executive Officer by the independent directors. Except for Ms. Gates, who is our current President and Chief Executive Officer, our Board is composed entirely of independent directors. The Audit, Compensation and Governance Committees are composed solely of independent directors.

Risk Oversight

Our Board has an active role, both as a whole, and also at the committee level, in overseeing management of the Company’s risks, including financial risks, cybersecurity risks, credit and liquidity risks, legal and regulatory risks, and operational risks. The Board is responsible for general oversight of risks and regularly reviews information from management who is responsible for the day-to-day processes and operations to manage risks.

In accordance with NYSE requirements, the Audit Committee charter provides that the Audit Committee is responsible for reviewing and discussing SunCoke Energy’s major financial risk exposures and the steps management has taken to monitor and control such exposures. On a regular basis, our officers who are responsible for monitoring and managing SunCoke Energy’s risks, including our President and Chief Executive Officer, our Senior Vice President and Chief Financial Officer, and our Senior Vice President, Chief Legal and Administrative Officer, make reports to the Audit Committee. The Audit Committee, in turn, reports to the full Board of Directors. While the Audit Committee has primary responsibility for overseeing risk management, our entire Board is actively involved in overseeing risk management by engaging in periodic discussions with our officers as deemed appropriate. In addition, each of our Committees considers the risks within its areas of responsibility. For example, the Audit Committee focuses on risks inherent in our accounting, financial reporting and internal controls, and the Compensation Committee considers the risks that may be implicated by our executive compensation program. The Compensation Committee’s assessment of risk related to compensation practices is discussed in more detail in the Compensation Discussion and Analysis section of this Proxy Statement. We believe that the leadership structure of our Board supports its effective oversight of our risk management.

Cybersecurity

Our Board recognizes the importance of maintaining the trust and confidence of our customers, suppliers, vendors, contractors and employees, and devotes significant time and attention to oversight of cybersecurity and information security risk. Our Audit Committee charter memorializes the Committee’s role in reviewing cybersecurity matters. The Audit Committee oversees the initial assessment of cybersecurity threats as well as the Company’s approach to management and mitigation of such risks, compliance with industry standards related to cybersecurity, and the Company’s public disclosures related to cybersecurity matters, digital safety, risks related to artificial intelligence, as well as the responsible use of artificial intelligence. In addition, our Board of Directors devotes regular attention to oversight of cybersecurity risks. At least annually, the entire Board receives an update from our Chief Information Officer detailing our cybersecurity threat risk management and strategy processes. This update covers topics such as data security posture, results from assessments conducted by third parties, progress toward security goals, and any material cybersecurity developments, as well as steps taken in response to such developments. Management has continued to take significant steps to enhance our data security infrastructure and defenses. We utilize third-party experts, independent cybersecurity advisors, and auditors to conduct regular risk assessments, penetration testing, and vulnerability analyses. We perform these risk assessments to inform our risk mitigation strategies and prioritize cybersecurity initiatives.

SUNCOKE ENERGY, INC. 2026 PROXY STATEMENT  15

Review of Related Person Transactions

The Board has adopted a written policy that applies to interested transactions with related parties. For purposes of the policy, interested transactions include transactions, arrangements or relationships involving amounts greater than $100,000 in the aggregate in which the Company is a participant and a related person has a direct or indirect interest. Related persons are deemed to include executive officers, directors, director-nominees, owners of more than five percent of our Common Stock or an immediate family member of the preceding group. Under the policy, the Governance Committee reviews the material facts of all interested transactions that require its approval and either approves or disapproves of the entry into the interested transaction, subject to certain exceptions described below. The policy prohibits any director from participating in any discussion or approval of an interested transaction for which such director is a related person, except that such director is required to provide all material information concerning the interested transaction to the Governance Committee.

As part of its review and approval of a related person transaction, the Governance Committee considers, among other things, whether the transaction is made on terms no less favorable than terms that would be generally available to an unaffiliated third party under the same or similar circumstances and the extent of the related person’s interest in the transaction. Our related person transactions policy also provides that certain interested transactions will have standing pre-approval from the Governance Committee. These include: (1) employment of executive officers if the compensation is disclosed in the proxy statement or approved by the Board or the Compensation Committee; (2) employment of an immediate family member of a director, director nominee or executive officer with compensation that does not exceed $120,000; (3) director compensation that is disclosed in the proxy statement; (4) transactions with companies where the business is less than the greater of $1 million or two percent of the other company’s total revenues; (5) certain charitable contributions; (6) transactions where all stockholders receive proportional benefits; (7) transactions involving competitive bids; (8) regulated transactions; (9) certain banking services; and (10) certain transactions available to all employees or third parties generally.

In 2025, we did not engage in any related person transaction(s) requiring disclosure under Item 404 of Regulation S-K.

Director Attendance Policy

Directors are expected to attend the Board meetings and meetings of the Committees on which they serve, as well as our annual meeting of stockholders.

Indemnification Agreements

Our directors are asked to enter into individual Indemnification Agreements with SunCoke Energy when joining the Board. The Indemnification Agreement is the same for each director and provides contractual indemnification in addition to the indemnification provided in our Certificate of Incorporation and the By-laws. The Indemnification Agreement provides each director with indemnification to the fullest extent permitted by law. Subject to certain limitations and exceptions, the Indemnification Agreement provides, among other things, that we will indemnify each director against expenses, liabilities, losses, judgments, fines and amounts paid in settlement incurred in connection with any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative, by reason of the fact that the director is or was our director or by reason of the fact that the director is or was serving at our request as a director, officer, manager, trustee, fiduciary, employee or agent of another entity, with certain stated exceptions. In addition, under the Indemnification Agreement, we are obligated to advance payment to each director for all expenses reasonably incurred by such director with respect to the events or occurrences specified above, provided that the director must repay the advanced expenses to the extent that it is ultimately determined that the director is not entitled to indemnification under the terms of the Indemnification Agreement.

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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, President and Chief Executive Officer, 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 restricted 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.

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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, 2025, 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 will have five years from their appointment 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 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.

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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, 2025.

Members of the Compensation Committee:

Named Executive Officers (“NEOs”) for 2025: For 2025, our NEOs were:

President and Chief Executive Officer

Senior Vice President and Chief Financial Officer

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

Senior Vice President, Chief Legal and Administrative Officer

Vice President, Engineering & Technology, and Chief Technology Officer

Leadership Succession

Effective March 13, 2026, Mr. Marinko retired as SunCoke’s Senior Vice President and Chief Financial Officer. As part of a planned leadership succession process, Mr. Shantanu Agrawal, succeeded Mr. Marinko as Senior Vice President and Chief Financial Officer, effective upon Mr. Marinko’s retirement. Mr. Agrawal (age 39) joined the SunCoke in 2014 and has assumed progressively responsible leadership roles, leading our finance and treasury functions, including oversight of budgeting, forecasting, financial analysis, cash management, investor relations and procurement. He has served as Vice President, Finance and Treasurer of SunCoke Energy, Inc. since July 2021. As Senior Vice President and Chief Financial Officer, Mr. Agrawal receives an annual base salary of $450,000 and is eligible to receive an annual non-equity incentive plan target award equal to 75% of his base salary. He will receive such long-term incentive compensation awards as determined by the Compensation Committee, and he remains eligible to participate in SunCoke’s executive severance and comprehensive benefit plans.

Compensation Discussion and Analysis (“CD&A”)

This CD&A describes the material elements of the 2025 compensation and benefit programs for our NEOs. This CD&A is organized into five sections:

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SECTION 1 — EXECUTIVE SUMMARY

In 2025, we continued to focus on the long-term success of our core businesses, safely delivering high-quality products and services and investing in our assets. Our focus is on rewarding our long-term shareholders. In 2025, we returned $41.4 million of capital via our quarterly cash dividend of $0.12 per share. SunCoke has paid a cash dividend in each of the last 26 quarters and, during that period, has increased the dividend rate four times, doubling from $0.06 to $0.12 per share. While maintaining strong relationships with existing customers, as detailed below, we continue to pursue new customers and business opportunities in which to apply our robust operational and technical expertise. We accomplished this by acquiring Phoenix, a leading provider of services to major steel producing companies, in August 2025. This acquisition is a result of the disciplined pursuit of profitable growth to reward long-term shareholders.

Phoenix is an excellent strategic fit with the core elements of our business, and with the addition of these operations, SunCoke’s reach extends to new industrial customers, including electric arc furnace operators. Phoenix’s global footprint adds to our existing Brazil footprint, as well as select international markets. These high-value, site-based services are mission-critical to operational efficiency and reliability for steel mills. We are excited to be a provider of these services, and Phoenix provides a platform for further growth in the steel services space. Similar to SunCoke, Phoenix’s contracts are long-term in nature, with contractually guaranteed fixed revenue and pass-through components. Phoenix does not take ownership of major consumables, reducing exposure to commodity price volatility. These favorable contract conditions allow for predictable, profitable long-term capital planning.

New customers and new markets provide multiple paths for further organic growth. By leveraging SunCoke’s strong financial position and operational excellence, we will build upon Phoenix’s success to better serve our existing and new customers. This acquisition positions us well for long-term sustainable earnings growth and increased shareholder value.

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

2025 PERFORMANCE HIGHLIGHTS

We continue to focus on long-term success by providing high-quality cokemaking and industrial services. We achieved these objectives by:

We ended the year with gross leverage of 3.16x and returned capital to shareholders with a quarterly dividend of $0.12/share. In 2026, we expect to: (i) pay down the debt used to acquire Phoenix; and (ii) continue the quarterly cash dividend.

The foundation for our 2025 accomplishments is first-rate, consistent operational execution, including strong safety and environmental performance:

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Historical Financial Performance

SunCoke represents stability and strength: we have 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 and profitable growth. Despite this consistent performance, SunCoke’s stock price is highly correlated with that of our customers and thus experiences volatility caused primarily by steel industry outlook factors. The steel industry outlook, and our customers’ performance, can create a disconnect between our operating results and the trading price of our stock.

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 and openly drives increased accountability, well- rounded decision-making, and ultimately furthers creation of long-term value. During 2025, we engaged with 70 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 2025. In addition, our “Say on Pay” vote in 2025 received 96.0% 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 2025.

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 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

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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Our approved compensation peer group is comprised of the following companies: