UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

(Amendment No.    )

Filed by the Registrant  ☒                             Filed by a Party other than the Registrant  ☐

Check the appropriate box:

SunCoke Energy, Inc.SUNCOKE ENERGY, INC.

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

March 21, 201829, 2021

Dear Stockholder:

You are cordially invited to attend the 20182021 Annual Meeting of Stockholders of SunCoke Energy, Inc., on Thursday, May 3, 201813, 2021 at 9:00 a.m., Central Time. As part of our precautions regarding the ongoing coronavirus (COVID-19) pandemic, and in consideration of the protocols imposed by federal, state and local time,governments, we have adopted a virtual meeting format for our 2021 Annual Meeting. We will provide a live webcast of the meeting at www.meetingcenter.io/290737273, where you will be able to vote your shares and submit questions online by logging in with the Hotel Arista, 2139 CityGate Lane, Naperville, Illinois 60563.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 20182021 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 “About the Annual Meeting” beginning on page 1 of the proxy statement.

Whether or not you plan to attend the 20182021 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.

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

Notice of Annual Meeting of Stockholders

to be held on May 3, 201813, 2021

The 20182021 Annual Meeting of Stockholders of SunCoke Energy, Inc. will(the “2021 Annual Meeting”) is scheduled to be held on Thursday, May 3, 201813, 2021 at 9:00 a.m., local time,Central Time, at the Hotel Arista, 2139 CityGate Lane, Naperville, Illinois 60563,www.meetingcenter.io/290737273, for the following purposes:

Stockholders also will transact such other business as may properly come before the 2021 Annual Meeting or any adjournment or postponement thereof.

All of our stockholders are cordially invited to attend, although only holders of record of SunCoke Energy Common Stock, par value $0.01 per share, at the close of business on March 16, 2021, (the “Record Date”) are entitled to vote at the 2021 Annual Meeting. You may vote at the 20182021 Annual Meeting if you were a stockholder of record at the close of business on March 7, 2018.the Record Date. To ensure that your vote is properly recorded, please vote as soon as possible, even if you plan to attend the 20182021 Annual Meeting in person.Meeting. Most stockholders have three options for submitting their vote: (1) via telephone, (2) over the Internet, or (3) by mail. You still may still vote in personlive if you attend the 20182021 Annual Meeting. For further details about voting, please refer to the section entitled “About the Annual Meeting” beginning on page 1 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 20182021 Annual Meeting. If you do not instruct your broker on how to vote inwith regard to the election of directors, the approval of amendments to our certificate of incorporation andby-laws, 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 is March 21, 2018,29, 2021, and the attached proxy statement, together with our 20172020 Annual Report on Form10-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

March 21, 2018

Table of Contents

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ii

QUESTIONS AND ANSWERS ABOUT THE 2021 ANNUAL MEETING

References to “the Company”, “SunCoke Energy”, “we”, “us” and “our” in this proxy statement mean SunCoke Energy, Inc.

Who is soliciting my vote?

The Board, on behalf of Directors of SunCoke Energy, Inc.the Company, is soliciting your proxy to vote your shares of the Company’s Common Stock, par value $0.01 per share (the “Common Stock”) on all matters scheduled to come before the 2021 Annual Meeting, whether or not you attend. By completing, signing, dating and returning a proxy card or voting instructions form, or by submitting your proxy and voting instructions by telephone or via the Internet, you are authorizing the persons named as proxies to vote your shares of Common Stock at the 20182021 Annual Meeting.Meeting as you have instructed. The Company has retained Morrow Sodali, LLC, a proxy solicitation firm, which may solicit proxies on the Board’s behalf. Information contained on our corporate website is not part of this Proxy Statement. In addition, none of the information on other websites, if any, listed in this Proxy Statement is part of this Proxy Statement.

Why did I receive a notice in the mail regarding the Internet availability of proxy materials instead of a full set of proxy materials?

Pursuant to rules adopted by the Securities and Exchange Commission, or SEC, we have elected to furnish our proxy statement and other proxy materials to stockholders on the Internet rather than mailing paper copies to each stockholder. If you received a Notice of Internet Availability of Proxy Materials, or Notice of Internet Availability, in the mail, you will not receive a paper copy of these materials unless you have requested to receive paper copies. All stockholders have the ability to access our proxy statement and other proxy materials. Instructions on how to do so, or to request a printed copy, may be found on the Notice of Internet Availability. In addition, stockholders may request to receive these materials in printed form by mail on an ongoing basis. The Notice of Internet Availability also will instruct you on how you may vote your shares and how you may vote over the Internet. Note that if you are a participant in the SunCoke 401(k) Plan and have shares of our common stock allocated to your Plan account, you have the right to direct the Plan trustee regarding how to vote those shares. YouParticipants in the SunCoke 401(k) Plan should automatically receivedreceive a paper copy of these materials in the mail.

What am I voting on?

You are voting on the following proposals:

How does the Board of Directors recommend that I vote my shares?

The Board of Directors’ recommendations can be found with the description of each Proposal in this proxy statement. In summary, the Board of Directors recommends that you vote:

For Proposals 2, 3 and 54, you may vote “FOR”, “AGAINST”, or “ABSTAIN,” and the affirmative vote of a majority of the shares present in personlive or by proxy and entitled to vote on these proposals at the 20182021 Annual Meeting is required for approval. Thus, in order to be adopted,approved, Proposals 2, 3 and 54 each must receive more than fifty percent (50%) of the shares present in personlive or represented by a proxy at the meeting2021 Annual Meeting and entitled to vote at the meeting. Abstentions will have the effect of a vote“AGAINST”these proposals. Brokernon-votes will have the effect of a vote “AGAINST” Proposal 3. There will be no effectbroker non-votes with respect to Proposal 4, since it is the only item on the outcomeagenda for which brokers may exercise their discretion to vote “FOR” or “AGAINST” the proposal in the absence of any instructions from the beneficial owners.

What is a “broker non-vote”?

A broker non-vote occurs when the beneficial owner of theshares held of record by a broker, bank, trust, or other nominee fails to provide such broker, bank, trust, or other nominee with specific instructions concerning how to vote on any “non-routine” matters brought to be voted ona vote at a stockholders meeting. The New York Stock Exchange (“NYSE”) rules determine whether proposals are routine or not routine. If a proposal is routine, a broker holding shares for an owner in Proposals 2, 3 and 5.

ForProposal 4, youstreet name may vote to hold an advisory say-on-pay vote to approve our executive compensation every“ONE YEAR,” “TWO YEARS,” or“THREE YEARS,” or you may“ABSTAIN.” For Proposal 4, the frequency of the advisory vote to approve executive compensation (every one, two or three years) receiving the affirmative plurality of the votes properly cast on the proposal without voting instructions. As a result, brokers are not entitled to vote on Proposals 1, 2 and 3 at the 20182021 Annual Meeting without receiving voting instructions from the beneficial owners, but are entitled to vote on Proposal 4. If a broker exercises its discretion to vote on Proposal 4 but does not have instructions from the beneficial owner on how to vote on Proposals 1, 2, or 3, the underlying shares will be consideredcounted for establishing the frequency recommended by stockholders. Abstentions andpresence of a quorum. If you do not provide voting instructions to your bank, broker, non-votestrustee or other nominee holding shares of Common Stock for you, your shares will have no effect on the voting for this proposal.not be voted with respect to Proposals 1, 2, or 3.

If you are the registered stockholder (that is, if you hold your stock in your name), you can vote via telephone or over the Internet by following the instructions provided on the Notice of Internet Availability or on your proxy card. If your shares are held in “street name” (that is, they are held in the name of a broker, financial institution, or other nominee), you will receive instructions with your materials that you must follow in order to have your shares voted. Please review your voting instruction form to determine whether you will be able to votevia the telephone or over the Internet. The deadline for voting via the telephone or over the Internet for the 2018 Annual Meeting is 11:59 p.m. Eastern Time, May 2, 2018.

Even if you plan to attend the 20182021 Annual Meeting, we encourage you to vote your shares by proxy. If your shares are held in “street name,” you must request a legal proxy from your broker, financial institution or other nominee and bringhold that proxy toduring the meeting to vote in person at the meeting.

As a SunCoke Energy employee, how do I vote my 401(k) Plan shares?

If you are an employee of SunCoke Energy or one of our subsidiaries and you participate in the SunCoke Energy, Inc. 401(k) Plan and/or the SunCoke Energy, Inc. Savings Restoration Plan (each being a “Plan”), the enclosed voting instruction form indicates the aggregate number of shares of SunCoke Energy Common Stock credited to your applicable Plan account as of March 16, 2021, the Record Date for voting at our 2021 Annual Meeting. If you timely submit your voting instructions to the Plan Trustee (Vanguard) by following the instructions on the enclosed voting instruction form, your shares will be voted as you have directed. If you sign and return a voting instruction form to the Plan Trustee without giving any specific voting instructions, then the Plan Trustee will vote your shares on your behalf in the manner recommended by our Board on all of the proposals, including the election of directors. If you do not submit a validly executed voting instruction form or otherwise validly submit any voting instructions to the Plan Trustee by 11:59 p.m. Eastern Time on May 9, 2021, your shares will be voted by the Plan Trustee in the same proportion as the instructions provided to the Plan Trustee by other participants in such Plan. Please note that Plan participants may vote their shares only through the Plan Trustee, and accordingly may not vote their Plan shares live at the 2021 Annual Meeting.

Can I change or revoke my vote?

Yes.YES. You can change or revoke your vote at any time before the polls close at the 2018 Annual Meeting by:

If your shares are held in “street name,” please contact your broker, financial institution or other nominee and comply with the broker’s, financial institution’s or other nominee’s procedures if you want to change or revoke your previous voting instructions. Attending the 20182021 Annual Meeting in person will not in and of itself revoke a previously submitted proxy unless you specifically request it.

Who counts the votes?

We have retained Broadridge Financial Solutions, Inc.Computershare Trust Company, N.A., our transfer agent, to act as independent inspector of election and as proxy vote tabulator. Broadridgetabulator to count the votes represented by proxies cast by telephone, the Internet and ballot. A representative of Computershare will act as the Inspector of Election. Computershare will determine whether or not a quorum is present, will count the shares voted (including shares voted during the 2021 Annual Meeting) and will certify the election results.

Can other matters be decided at the 20182021 Annual Meeting?

WeAs of the date of this Proxy Statement, we are not aware of any business to be brought before the 2021 Annual Meeting, other than the matters that will be considered at the 2018described in our Notice of Annual Meeting.Meeting of Stockholders. If any other matters arise,properly come before the 2021 Annual Meeting, the named proxies will vote in accordance with their best judgment.

Who can attend the meeting?

The 20182021 Annual Meeting is open to all SunCoke Energy stockholders.

How can I attend the Annual Meeting?

The 2021 Annual Meeting will be a virtual-only meeting of stockholders, conducted exclusively by live audio webcast. No physical meeting will be held. You may contact Investor Relationsare entitled to participate in the 2021 Annual Meeting only if you were a SunCoke Energy stockholder as of the close of business on the Record Date, or if you hold a valid proxy for directionsthe 2021 Annual Meeting. You will be able to attend the Annual Meeting online and submit your questions during the meeting by visiting www.meetingcenter.io/290737273. You also will be able to vote your shares online by attending the 2021 Annual Meeting by webcast.

To participate in the Annual Meeting, you will need to review the information included on your Notice, on your proxy card, or on the instructions that accompanied your proxy materials. The password for the meeting is SUNC2021. If you hold your shares through an intermediary, such as a bank or broker, you must register in advance using the instructions below.

We recommend that you carefully review the procedures needed to gain admission in advance. If you do not comply with the procedures described here for attending the 2021 Annual Meeting via live audio webcast, you will not be able to participate online.

The online meeting will begin promptly at 9:00 a.m., Central Time. We encourage you to access the meeting prior to the start time, leaving ample time for check-in. Please follow the registration instructions as outlined in this proxy statement.

investorrelations@suncoke.comHow do I register to attend the Annual Meeting virtually on the Internet?

If you are a registered shareholder (i.e. When, you arrivehold your shares through our transfer agent, Computershare), you do not need to register to attend the 2021 Annual Meeting virtually on the Internet. Please follow the instructions on the notice or proxy card that you received.

If you hold your shares through an intermediary, such as a bank or broker, you must register in advance to attend the 2021 Annual Meeting virtually on the Internet. To register to attend the 2021 Annual Meeting online by webcast you must submit proof of your proxy power (legal proxy) reflecting your SunCoke Energy, Inc. holdings, along with your name and e-mail address, to Computershare. Requests for registration must be labeled as “Legal Proxy” and must be received no later than 5:00 p.m., Eastern Time, on April 27, 2021. Requests for registration should be directed to Computershare at the Hotel Arista, 2139 CityGate Lane, Naperville, Illinois 60563, signsfollowing:

You will directreceive a confirmation of your registration by e-mail after Computershare receives your registration materials.

What if I have technical difficulties or trouble accessing the virtual meeting website?

The virtual meeting platform is fully supported across MS Edge, Firefox, Chrome and Safari browsers and devices (desktops, laptops, tablets and cell phones) running the most up-to-date version of applicable software and plugins. Please note that Internet Explorer is no longer supported. Participants should ensure that they have a strong WiFi connection wherever they intend to participate in the meeting. We encourage you to access the meeting prior to the start time. A link on the meeting page will provide further assistance should you need it, or you may call 1-888-724-2416 or 1-781-575-2748. There will be technicians ready to assist you with any technical difficulties you may have accessing the virtual meeting website.

Why are you holding a virtual meeting instead of a physical meeting?

We are excited to embrace the latest technology to provide expanded access, improved communication and cost savings for our stockholders and the Company. We believe that hosting a virtual meeting will enable more of our stockholders to attend and participate in the meeting since our stockholders can participate from any location around the world with Internet access.

How do I submit questions or comments for the Annual Meeting?

Stockholders can submit questions or comments online during the Annual Meeting via live audio webcast by visiting www.meetingcenter.io/290737273. We will answer timely submitted questions or comments on a matter to be voted on at the Annual Meeting before voting is closed on the matter. Questions or comments received during the Annual Meeting will be presented as submitted, uncensored and unedited, except that we may omit certain personal details for data protection issues, or we may edit profanity or other inappropriate language. Questions or comments regarding general economic, political or other views that are not directly related to the business of the meeting, that are of an individual concern to a stockholder, or that are not an appropriate subject matter for general discussion, are not pertinent to the meeting room. You needand therefore will not attendbe presented. If we receive substantially similar questions, we may group those questions together and provide a single response to avoid repetition.

Who will pay for the 2018cost of proxy preparation and solicitation of proxies?

SunCoke Energy will bear the entire cost of solicitation of proxies, including preparation, assembly and mailing of this Proxy Statement, the Proxy Card, the Notice of Annual Meeting and any additional information furnished to stockholders. Copies of solicitation materials will be furnished to banks, brokerage houses, fiduciaries and custodians holding shares of our Common Stock in ordertheir names that are beneficially owned by others to vote.forward to those beneficial owners. We may reimburse brokerage firms, banks, trusts, or other nominees representing beneficial owners, for the reasonable charges and expenses of forwarding proxy solicitation materials to “street name” holders. We have hired Morrow Sodali LLC, 470 West Ave, Stamford, Connecticut 06902, a proxy solicitation firm, to assist us in soliciting proxies for a fee of $9,500.00, plus reasonable out-of-pocket expenses for proxy solicitation services.

What happens if the meeting is postponed or adjourned?

If you wishthe meeting is postponed or adjourned, your proxy will still be good and may be voted at the postponed or adjourned meeting. You will still be able to attendchange or revoke your proxy until it is voted. See “Can I change or revoke my vote?” above.

How can I obtain a stockholder list?

A list of stockholders entitled to vote at the 20182021 Annual Meeting please checkwill be open to examination by any stockholder, for any purpose germane to the box2021 Annual Meeting, on yourour website at www.SunCoke.com for a period of ten days before the 2021 Annual Meeting and during the 2020 Annual Meeting at www.meetingcenter.io/290737273.

How may I obtain a copy of the Company’s 2020 Annual Report on Form 10-K?

A copy of our 2020 Annual Report on Form 10-K for the fiscal year ended December 31, 2020, is being provided to you along with this Proxy Statement. However, the Company’s Annual Report on Form 10-K is not part of the proxy or voting instruction form, or as indicatedsoliciting materials. You also may obtain a copy of our 2020 Annual Report on the internet voting site, or press the appropriate key if votingForm 10-K without charge by telephone. If your shares are held in “street name” and you would like to attend the meeting, please alsoe-mailinvestorrelations@suncoke.comor write to Investor Relations,writing to: SunCoke Energy, Inc., 1011 Warrenville Road – Suite 600, Lisle, Illinois 60532. Include a copy60532, Attn: Investor Relations. Our 2020 Annual Report on Form 10-K also is available free of your brokerage account statement or an omnibus, or legal, proxy (which you can get from your broker,charge through our website at www.SunCoke.com, and which you must have, and bring with you, in order to vote in personthe SEC’s website at the meeting).

At the 2018 Annual Meeting, each stockholder may be asked to present valid picture identification (for example, a driver’s license or passport). If your shares are held in “street name,” you must bring a copy of a brokerage statement, proxy or letter from the broker, financial institution or other nominee confirming ownership of shares of our common stock at the close of trading on March 7, 2018, the record date for the 2018 Annual Meeting.

For security purposes, no cameras, recording equipment, electronic devices, large bags, backpacks, briefcases or packages will be permitted in the meeting room or adjacent areas, and other items will be subject to search.www.sec.gov.

IMPORTANT NOTICE REGARDING AVAILABILITY OF PROXY MATERIALS FOR THE STOCKHOLDER MEETING TO BE HELD ON MAY 3, 2018:13, 2021:

This proxy statementProxy Statement and our Annual Report on Form10-K for the year ended December 31, 20172020 are available in the “Investor Relations” section of our website at the following internet address:http://www.suncoke.comwww.SunCoke.com

PROPOSAL 1 — ELECTION OF DIRECTORS

Board of Directors

Our Board of Directors annually recommends the slate of director-nominees for election by stockholders at the Annual Meetingannual 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 of Directors currently consists of eight members: Andrew D. Africk,Arthur F. Anton, Alvin Bledsoe, Peter B. Hamilton,Martha Z. Carnes, Ralph M. Della Ratta, Jr., Susan R. Landahl, Robert A. Peiser,Michael W. Lewis, Michael G. Rippey John W. Rowe and James E. Sweetnam. As previously announced, Messrs. Bledsoe and Sweetnam are retiring from the Board and will not stand for re-election at the 2021 Annual Meeting.

Our Board of Directorscurrently 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. The terms of Alvin BledsoeThese nominees are Ralph M. Della Ratta, Jr. and Susan R. Landahl, expire this year, and the Board of Directors has nominated each of them for a new three-year term that will expire at the annual meeting in 2021,2024, or until their respective successors are elected and qualified.

Detailed information on these nominees is provided on pages 612 through 11,15, 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 20182021 Annual Meeting, your proxy may be voted for the election of another nominee proposed by the Board, of Directors, or the Board of Directors may reduce the number of directors to be elected at the 20182021 Annual Meeting. At this time, the Board of Directors knows no reason why eitherany of these nominees maywould not be able to serve as a director if elected.

Certain Information Regarding DirectorsDirector Nominee Skills, Experience, and Background

Below isThe following pages contain information regarding the specific experience, qualifications, attributes and skills that qualify the nominees and the directors whose terms of office will continue after the 20182021 Annual Meeting to serve as a director of SunCoke Energy.Energy, Inc. The following is a summary of some of the skills, experience, and background that our directors bring to the Board:

Board Composition

Our directors come from a variety of backgrounds and bring a diverse 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, and 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 charts highlight the balance in age and the diversity in tenure, gender and ethnicity of the nominees and the directors whose terms of office will continue after our 2021 Annual Meeting:

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, tenure, and diversity that promote and support 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 considers director-nominees from various sources and chooses nominees with the primary goal of ensuring that the Board collectively serves the interests of our stockholders.

The Governance Committee annually reviews the qualifications and experience of current directors and identifies specific competencies required in director-nominees. Director nominees should have a proven record of professional success and leadership and demonstrate the highest personal and professional ethics, integrity and values. The Board also considers diversity of age, ethnicity and gender. Directors also are expected to devote sufficient time and effort to their duties as members of the Board.

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 a search firm or by stockholders. The Governance Committee may engage the services of a third-party consultant to assist in identifying and screening potential candidates. 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. Candidates should have a proven record of professional success and leadership and demonstrate the highest personal and professional ethics, integrity and values. Age, ethnic and gender diversity also are considered. At least annually, the Governance Committee reviews the criteria for the nomination of director candidates and approves changes to the criteria, as appropriate. Following its evaluation process, the Governance Committee recommends candidates to the full Board. The Board makes the final determination regarding a candidate based on its consideration of the Governance Committee’s recommendation. Candidates recommended by our stockholders will be evaluated on the same basis as candidates recommended by current directors, search firms, or third-party consultants.

Certain Information Regarding Directors

On the following pages is information regarding the specific experience, qualifications, attributes and skills that qualify the nominees and directors below to serve on the SunCoke Energy Board of Directors. The principal occupation and business experience of each director, and the reasons the Board believes each of the two nominees, Ralph M. Della Ratta, Jr. and Susan R. Landahl, should be elected to serve on the Board, are described below.

Nominees to Serve in a Class WhoseIII

Term Expires inNominees Up for Election at the 2021 Annual Meeting

		Alvin BledsoeRalph M. Della Ratta, Jr.   Age:  70  67   Committee Membership:  Audit   Compensation (Chair)

Mr. Bledsoe was elected as a director of SunCoke Energy, Inc. in June 2011. Effective September 1, 2017, he alsoDella Ratta was appointed as a director of SunCoke Energy, Inc., effective December 3, 2020. From 2004 to 2017, he was Founder, Senior Managing Director and Chief Executive Officer of Western Reserve Partners GP LLC, a Cleveland, Ohio based investment banking merger and acquisition advisory firm. The firm was acquired in 2017 by Citizens Financial Group [NYSE: CFG], a large commercial banking institution. Since the general partneracquisition, Mr. Della Ratta has served as Co-Head of SunCoke Energy Partners, L.P.Merger and Acquisition Advisory Services for Citizens Financial Group, Inc., our sponsored master limited partnership.leading a team focused on delivering M&A services and related financial analysis to middle-market customers. From 1972 until his retirement from the firm in 2005,2004 to 2020, Mr. BledsoeDella Ratta served in various senior roles at PricewaterhouseCoopers LLP, or PwC (an international accounting firm). In 2007, he joinedon the Board of Directors of Crestwood Gas Services GP LLC, the general partner of Crestwood Midstream Partners LPOlympic Steel, Inc. [NASDAQ: ZEUS] (a natural gas and crude oil logistics master limited partnership), formerly Quicksilver Gas Services. Upon the October 2013 merger and subsequent related corporate restructuring between Crestwood Midstream Partners LP, Inergy, L.P. and Inergy Midstream, L.P., Mr. Bledsoe was appointed to the boards of Crestwood Midstream GP LLC, the general partner of Crestwood Midstream Partners LP and Crestwood Equity GP LLC, the general partner of Crestwood Equity Partners LP (a natural gas and crude oil logistics master limited partnership holding company)leading U.S. metals service center), where he chaired the Audit Committees of both companies. In 2015, Crestwood Equity Partners LP acquired Crestwood Midstream Partners LP and eliminated the need for a separate Board of Directors at Crestwood Midstream Partners GP LLC. Mr. Bledsoe is a director of Crestwood Equity GP LLC, and is the chair of its Audit Committee. From May 2007 to August 2010, Mr. Bledsoe served aswas Lead Independent Director, a member of the Archuleta County Colorado Financial Advisory Task Force.Audit and Compliance Committee and, at different times, served as Chair of the Compensation Committee and Chair of the Nominating Committee. Mr. Della Ratta is involved in numerous non-profit and civic organizations, including: The Duke University Alumni Association and Annual Fund, Kent State University Board of Trustees (past Chair), The Ohio Venture Capital Authority, The Rock and Roll Hall of Fame, and United Cerebral Palsy Telethon (Chair).

Mr. Bledsoe is an experienced financeDella Ratta brings valuable business and public accounting executive, having spent his entire33-year careerextensive financial experience to the Board, particularly with PwC. By virtue of his experience,regard to capital raising, commercial banking, mergers and acquisitions, strategic financial analysis and capital markets transactions. In addition, Mr. Bledsoe is knowledgeable about finance, merger and acquisition transactions and major cost restructurings and possessesDella Ratta also has knowledge of manufacturing and distribution in the mining, utilitiessteel and energy industries. In addition, he brings relevant industry expertise, having served clients within these industry sectors and having served as the global leader for PwC’s Energy, Mining and Utilities Industries Assurance and Business Advisory Services Group. While at PwC, Mr. Bledsoe also gained experience working with boards of directors by interfacing with the boards of directors of his clients.metals services industry.

		Susan R. Landahl   Age:  57  60   Committee MembershipMembership:  Compensation :  Governance (Chair)  Audit, Governance

Ms. Landahl was appointed as a director of SunCoke Energy, Inc., effective September 1, 2017. SinceFrom June 2015 until her retirement in January 2021, Ms. Landahl has served as Senior Vice President, Organizational Effectiveness and Integrated Performance Assessment of Exelon Generation Company, LLC, a major generator and marketer of electricity and a subsidiary of Exelon Corporation, one of the nation’s largest power generators, with operations in 48 states. Since joining Exelon in 1999, Ms. Landahl has held a number of senior leadership positions, including Senior Vice President, Operations Integration & Business Development from August 2012 to January 2014, and Chief Operating Officer & Senior Vice President, Exelon Nuclear from June 2010 to August 2012. In this latter position, she oversaw 10 nuclear facilities with 17 nuclear reactors in Illinois, New Jersey and Pennsylvania, and was responsible for 5,000 employees and annual budgets in excess of $1.5 billion. Exelon’s nuclear fleet has since grown to 14 nuclear facilities, including 23 reactors in five states. As Vice President, Industry Leadership at the Institute for Nuclear Power Operations from January 2014 to June 2015, Ms. Landahl led development of INPO15-005, now the industry standard for leadership development and organizational effectiveness for the entire U.S. nuclear fleet and much of the world. She is a current member of the Advisory Committee for the Future of Nuclear Study.

Ms. Landahl is a knowledgeable and experienced industry leader with strong operational skills and a proven track record for successfully managing large, complex projects and major project turnarounds. She has a keen and strategic understanding of the energy industry, and possesses senior-level business development, planning and managerial experience.

Class I

Continuing Directors — Current Term Expires in 20192022

		Andrew D. AfrickArthur F. Anton (Chairman)   Age:  51  63   Committee Membership:  Compensation   Compensation  Governance

Mr. AfrickAnton was appointed as a director of SunCoke Energy, Inc., effective March 7, 2016.16, 2020, and was appointed as non-executive Chairman of the Board effective January 1, 2021. During the course of his career, Mr. Africk founded Searay Capital LLCAnton has served in various senior roles at The Swagelok Company (a private investmentlarge fluid systems technology company) most recently as Chairman of the board from September 2017 to December 2019, and as Chief Executive Officer from 2004 to 2017. Prior to that, he served as Swagelok’s President and Chief Executive Officer from 2004 to 2017, as its President and Chief Operating Officer from 2001 to 2004, as its Executive Vice President from 2000 to 2001, and as its Chief Financial Officer from 1998 to 2000. Prior to joining Swagelok in 2013. He previously spent 21 years at Apollo Global Management LLC (an alternative asset management1998, Mr. Anton was a Partner

of Ernst & Young LLP (a professional accounting and consulting services firm), includingwhere he consulted with companies in manufacturing, energy, service, and other industries. Mr. Anton currently serves as a senior partner responsible for Apollo’s investments in technology and communications, including Apollo’s purchases of Intelsat Ltd. (a global provider of commercial satellite services) and Hughes Communications, Inc. (a leading provider of satellite technology). Mr. Africk servesdirector on the boards of ADT Inc. (the largest home security monitoring company in the U.S.) and of RPX Corp.following companies: Olympic Steel [NASDAQ: ZEUS] (a manager of

Class II

Continuing Directors — Current Term Expires in 20202023

		Peter B. HamiltonMartha Z. Carnes   Age:  71Age:  60   Committee MembershipMembership::  Audit Governance(Chair)

Mr. HamiltonMs. Carnes was electedappointed as a director of SunCoke Energy, Inc., effective December 5, 2019. From 1982 until her retirement from the firm in June 2011. He2016, Ms. Carnes served in various senior roles at PricewaterhouseCoopers, or PwC (an international accounting firm), including as: (i) Assurance Partner serving large, publicly traded companies in the energy industry; (ii) Managing Partner of PwC’s Houston, Texas office; and (iii) PwC’s Energy and Mining leader for the United States, where she led the firm’s energy and mining assurance, tax and advisory practices. Ms. Carnes currently serves as a director on the Supervisory Board of Core Laboratories N.V. [NYSE: CLB], a Netherlands company (one of the world’s largest providers of reservoir description and production enhancement services to the oil and gas industry), where she is the former Senior Vice PresidentLead Independent Director and Chief Financial Officer of Brunswick Corporation (a global designer, manufacturer and marketer of recreation products), a position he held from September 2008 until his

Executive Officer and President of SunCoke Energy Partners GP LLC, the general partner of SunCoke Energy Partners, L.P., our sponsored master limited partnership. He joinsPrior to joining SunCoke, most recently fromMr. Rippey served as Senior Advisor to Nippon Steel & Sumitomo Metal Corporation (a leading global steelmaker) where, since 2015, he has served as Senior Advisor.2015. From 2014 to 2015, he served aswas Chairman of the Board of ArcelorMittal USA (a major domestic steel manufacturer), and from August 2006 through October 2014, he was ArcelorMittal USA’s President and Chief Executive Officer. Prior to that, he successfully rose through progressively responsible financial, commercial and administrative leadership roles at ArcelorMittal USA and its predecessor companies: (i) from 2005 to 2006, he was Executive Vice President, Sales and Marketing at Mittal Steel USA; (ii) from 2000 to 2005, he was Executive Vice President and Chief Financial Officer at lspat Inland Inc.; and (iii) from 1998 to 2000, he served as Vice President, Finance and Chief Financial Officer of Ispat Inland Inc. He began his career with Inland Steel Company (a predecessor to ArcelorMittal USA) in 1984. Mr. Rippey currently serves on the Board of Directors of Olympic Steel, Inc. (NASDAQ: ZEUS)[NASDAQ: ZEUS], a $1.1 billion steel(a leading U.S. metals service center headquartered in Ohio,center), where he is a member of the Nominating Committee the Compensation Committee, and serves as Chair of the Audit and Compliance Committee. In addition to ArcelorMittal USA, Mr. Rippey’s previous board service includes the National Association of Manufacturers and the American Iron & Steel Institute, where he was a past Chairman of the Board.

As a veteran industry executive, who has overseen operations of some of the largest and most capital intense assets in the world, Mr. Rippey is an accomplished and financially astute leader with a wealth of finance, sales, operations and management experience in the metals industry. He has dealt successfully with dynamic and challenging business environments and, as a past executive officer and Chairman of ArcelorMittal USA, he has an intimate knowledge and understanding of the challenges and opportunities facing SunCoke as it continues to serve the steel industry.

		James E. Sweetnam Age:  65 Committee Membership:  Compensation, Governance (Chair)

Mr. Sweetnam was elected as a director of SunCoke Energy, Inc. in January 2012. Mr. Sweetnam served as President, Chief Executive Officer and a director of Dana Holding Corporation, or Dana (a motor vehicle parts supplier), from July 2009 until November 2010. From 1997 until June 2009, Mr. Sweetnam served in senior management positions at Eaton Corporation, or Eaton (a global diversified power management company), including as President of the Truck Group from 2001 until June 2009. Prior to joining Eaton, Mr. Sweetnam spent 10 years with Cummins, Inc. (a diesel and natural gas engine designer, manufacturer and distributor) in a variety of senior management positions. He currently serves on the Board of Directors of Republic Airways Holdings, Inc. (an airline holding corporation), where he is a member of its Audit and Compensation Committees. Mr. Sweetnam also serves on the board of LMI (a private,not-for-profit corporation that provides management consulting, research and analysis to governments and other nonprofit organizations), and is a member of its Audit and Governance Committees. From February 2007 until its acquisition by Berkshire Hathaway Inc. in September 2011, Mr. Sweetnam served as a director of Lubrizol Corporation (a specialty chemicals company) and as a member of its Audit, Nominating and Governance, and Organization and Compensation Committees.

Mr. Sweetnam is an experienced corporate executive with senior-level management experience, including service as Chief Executive Officer at Dana, with general operations, manufacturing and engineering experience and a background in international business development and management. Mr. Sweetnam also possesses health, environment and safety oversight experience by virtue of his oversight experience as a senior-level executive at Eaton.

Compensation Committee

The Compensation Committee is composed of Messrs. Africk, PeiserMr. Anton, Mr. Della Ratta and SweetnamMs. Landahl, and is chaired by Mr. Peiser.Della Ratta. The Compensation Committee is responsible for the approval, evaluation and oversight of all compensation plans, policies and programs for the executive officers and certain other employees of SunCoke Energy and its subsidiaries. The Compensation Committee also has sole authority over the appointment, evaluation and compensation of any independent compensation consultant it uses in the evaluation of executive officer compensation.

The Board of Directors has adopted a written charter for the Compensation Committee, which is available on our corporate website atwww.suncoke.comwww.SunCoke.com. The Compensation Committee met four times in fiscal 2017.year 2020.

Governance Committee

The Governance Committee currently is composed of Messrs. Hamilton, RoweMr. Anton, Mr. Lewis and Sweetnam and MsMs. Landahl, and is chaired by Mr. Sweetnam.Ms. Landahl. The Governance Committee (1) assists the Board in identifying individuals qualified to become Board members, (2) recommends to the Board director nominees to be considered by stockholders, (3) recommends Corporate Governance Guidelines to the Board, (4) leads the Board in its annual review of Board performance, (5) recommends to the Board nominees for each Board committee, and (6) reviews the form and amount of director compensation and makes recommendations to the Board regarding the Company’s director compensation program.program, and (7) provides oversight of the Company’s on-going environmental, health, sustainability and corporate social responsibility policies, initiatives, objectives and practices.

The Board of Directors has adopted a written charter for the Governance Committee, which is available on our corporate website atwww.suncoke.comwww.SunCoke.com. The Governance Committee met twosix times in fiscal 2017.year 2020.

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.

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 and provide our stockholders with meaningful rights.

We believe that strong corporate governance practices that provide meaningful rights to our stockholders and ensure Board and management accountability 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, of Directors, upon the recommendation of the Governance Committee, has determined that each of ournon-management 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 of Directors currently separates the roles of Chairman and Chief Executive Officer. The current leadership structure of the Board of Directors includes our independentnon-executive Chairman (Mr. Rowe)Anton), and our President and Chief Executive Officer (Mr. Rippey). Our Governance Committee and Board of Directors has determined

believes that the current boardBoard 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. AIn our view, a number of factors support the current leadership structure chosen by the Board, including, among others:

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. OurBy-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 ChairmanChair 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 of Directors 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 of Directors 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.

monitoring and managing SunCoke Energy’s risks, including our Chairman, President and Chief Executive Officer, our Senior Vice President and Chief Financial Officer and our Senior Vice President, General CounselChief Legal Officer and Chief ComplianceHuman Relations 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 of Directors is actively involved in overseeing risk management by engaging in periodic discussions with our officers as it may deem 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.Proxy Statement. We believe that the leadership structure of our Board of Directors supports its effective oversight of our risk management.

Executive SessionsCybersecurity and Information Security Risk Oversight

Our Board recognizes the importance of Directorsmaintaining 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. In particular, our Audit Committee receives regular reporting on cybersecurity and information security risks. The Board and the Audit Committee receive presentations throughout the year on cybersecurity and information security topics. In 2021, we updated our Audit Committee charter to make explicit the Committee’s responsibility for reviewing cybersecurity matters and information security risks as well as the steps taken by management to identify, assess and mitigate such risks. At least twice each year, the Audit Committee and the Board discuss cybersecurity and information management risks with the Company’s Chief Information Officer.

Management has continued to take significant steps to enhance our data security infrastructure and defenses. These enhancements include new and improved technical controls and procedures, additional use of outside third party experts and independent cybersecurity advisors, and periodic review of the Company’s cyber insurance policies to ensure appropriate coverage.

Sustainability Matters

Our Board recognizes the importance of sustainability and is actively engaged in overseeing the Company’s sustainability practices and works alongside management to ensure focus on these matters. As part of this ongoing focus, in 2020, the Board amended the charter of our Governance Committee to provide broad oversight of the Company’s policies, initiatives, objectives and practices regarding environmental matters, climate change, health and corporate social responsibility. The Governance Committee receives updates from management and considers stakeholder concerns regarding current and emerging sustainability matters that may affect the business, operations, performance, or public image of the Company, and reviews such matters with the Board and management, as appropriate. We continue to incorporate sustainability into our businesses’ core strategy, reflecting our belief that sustainability is essential to long-term growth. We also believe in transparency, and report on our sustainability efforts in an annual Sustainability Report which discusses our programs and policies designed to promote ethical business practices, good corporate governance, and the well-being and health of our environment, employees, and the communities in which we live and work.

Executive Sessions of the Board

Our Board holds regular executive sessions in which the independent directors meet without any members of management present. The purpose of these executive sessions is to promote open and

candid discussion among the independent directors. In accordance with applicable NYSE rules, ournon-executive Chairman presides over the executive sessions of the independent directors. The independent directors met in executive sessions separate from management eightfive times during fiscal 2017.2020.

Corporate Governance Guidelines

Our Board of Directors has adopted Corporate Governance Guidelines that address the following matters, among others: (1) Boardcomposition of Directors compositionthe Board and director qualifications; (2) operations of the Board of Directors;Board; (3) responsibilities of the Board of Directors;Board; and (4) Committee structure and responsibilities. These Corporate Governance Guidelines are posted on our corporate website atwww.SunCoke.com.

Insider Trading Policy Restrictions on Hedging & Pledging

SunCoke Energy’s Insider Trading Policy applies to our employees, executives, including our named executive officers (“NEOs”), and the members of our Board. The Insider Trading Policy prohibits trading in SunCoke Energy securities except during specifically designated windows, and also prohibits certain types of trading activities whether or not they technically involve insider trading. SunCoke Energy considers it inappropriate for any director, officer or other employee to enter into speculative hedging or monetization transactions involving SunCoke Energy securities. In general, such transactions are designed to offset or reduce the risk of price fluctuations in the underlying security and, as such, sever the ultimate alignment with our stockholders’ interests. Under our Insider Trading Policy, no employee, officer, or director of SunCoke Energy may, either directly or indirectly through a third party, enter into short sales or purchase, sell or exercise any puts, calls or similar instruments pertaining to securities of the SunCoke Companies (other than options exercised in accordance with the terms of an option plan sponsored by the SunCoke Companies) or engage in hedging activities of any kind (www.suncoke.come.g., covered calls, collars, equity swaps, prepaid variable forwards, and exchange funds) pertaining to any SunCoke Energy securities, in each case because of the potential conflict of interest or the perceptions created, and the resulting possible impact on the market. Additionally, no employee (including any officer) or director of SunCoke Energy may pledge any SunCoke Energy securities as collateral for any loan or deposit, or hold any such securities in a margin account, since a foreclosure sale or margin sale could occur at a time when the pledgor is aware of material non-public information, or otherwise not permitted to trade in SunCoke Energy securities.

Review of Related Person Transactions

The Board of Directors 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. The policy provides that the Governance Committee is responsible for the review and approval of all such related person transactions.

Our related person transactions policy also provides that certain interested transactions will have standingpre-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 of Directors 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 larger 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.

Director Attendance Policy

Directors are expected to attend the Board of Directors meetings and meetings of Committees on which they serve, as well as our annual meeting of stockholders. With the exception of Mr.  Africk, all the directors attended our annual meeting of stockholders in fiscal 2017.

Indemnification Agreements

Our directors are asked to enter into individual Indemnification Agreements with SunCoke Energy when joining the Board of Directors.Board. The Indemnification Agreement is the same for each director and provides contractual indemnification in addition to the indemnification provided in our Amended and Restated Certificate of Incorporation and Amended and Restatedthe 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.

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 atwww.suncoke.comwww.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.

The results of these annual self-evaluations have led to changes aimed at improving the Board’s effectiveness, including the appropriate distribution of oversight responsibilities across the various committees of the Board, the conduct of executive sessions, and considerations of the type and content of information included in meeting materials.

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 of Directors or to any specific member of the Board, of Directors, 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 of Directors may communicate those concerns to the Audit Committee or its Chair, c/o the Corporate Secretary, using the address indicated above.

Governance Committee Process for Director Nominations

The Governance Committee evaluates potential director candidates and makes recommendations to the Board of Directors. Candidates may be identified by current directors, by a search firm or by stockholders. The Governance Committee may engage the services of a third-party consultant to assist in identifying and screening potential candidates. 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 of Director’s requirements at the time, consideration of the candidate’s independence as measured by the Board of Director’s independence standards and any other considerations that the Governance Committee deems appropriate. Candidates should have a proven record of professional success and leadership and demonstrate the highest personal and professional ethics, integrity and values. Ethnic and gender diversity also are considered. At least annually, the Governance Committee reviews the criteria for the nomination of director candidates and approves changes to the criteria, as appropriate. Following its evaluation process, the Governance Committee recommends candidates to the full Board of Directors. The Board of Directors makes the final determination regarding a candidate based on its consideration of the Governance Committee’s recommendation. Candidates recommended by our stockholders will be evaluated on the same basis as candidates recommended by current directors, search firms, or third-party consultants.

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, such as Mr. Henderson’s recent retirement as CEO in 2017, 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 Company’s management succession policy reflects the thorough process utilized during the Company’s recent transition from Mr. Henderson to Mr. Rippey as CEO. The Board of Directors’ periodic review 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.

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.

Annual Retainer

SunCoke Energy does not pay meeting fees. The table below summarizes the current structure of ourthe independent director compensation program for SunCoke Energy’s independent directors, with the exception of Mr. Bledsoe, whose compensation is described in further detail below:directors:

Retainer Stock Plan

The SunCoke Energy, Inc. Retainer Stock Plan for Outside Directors, or Retainer Stock Plan, provides for the payment of a portion of the independent directors’ annual retainer in the form of our common stock. The Retainer Stock Plan also allows each independent director to elect to receive payment of all or a portion of his or her cash retainer(s) in the form of our common stock. Payments pursuant to the Retainer Stock Plan are made quarterly in the number of shares of our common stock determined by dividingone-fourth of the aggregate portion of the annual retainer payable in our common stock by the average closing price for a share of our common stock for the ten trading days on the NYSE immediately prior to the payment date.

Director’s Deferred Compensation Plan

The SunCoke Energy, Inc. Directors’ Deferred Compensation Plan, or Directors’ Deferred Compensation Plan, permits independent directors to defer a portion of their stock and cash compensation. Each independent director has the option to designate his or her deferred compensation as share units, cash units or a combination of both. Cash units accrue interest at a rate set annually by the Governance Committee. A share unit is treated as if it were invested in shares of our common stock, but it does not have voting rights. If share units are chosen, dividend equivalents are credited in the form of additional share units. Payments of compensation deferred under the Directors’ Deferred Compensation Plan will be made at, or commence on, January 15 of the calendar year following the calendar year in which an independent director ceases to provide services to SunCoke Energy, with any successive annual installment payments to be made no earlier than January 15 of each such year. Share units are settled in cash based upon the average closing price for a share of our common stockCommon Stock for the ten trading days on the NYSE immediately prior to the payment date.

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. SunCoke common share units that are credited to an independent director’s deferred compensation account under the Directors’ Deferred Compensation Plan 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 SunCoke common stock.Common Stock. Our directors are allowed a five-yearphase-in period to reach their respective stock ownership goals in order to comply with the applicable guidelines. As of December 31, 2017,2020, all of our independent directors were in compliance with the guidelines. Messrs. Africk and Peiser were appointed as independent directors effective March 7, 2016, and Ms. Landahl was appointed as an independent director effective September 1, 2017.2017, Ms. Carnes was appointed as an independent director as of December 5, 2019, Mr. Anton was appointed as an independent director, effective March 17, 2020, and Messrs. Della Ratta and Lewis each were appointed as an independent director as of December 3, 2020. Each of Messrs. AfrickMs. Landahl, Ms. Carnes, Mr. Anton, Mr. Della Ratta and Peiser and Ms. LandahlMr.  Lewis will have five years from their respective appointments to the Board in which to meet their respective stock ownership goals.

Director Compensation Table

The following table sets forth the compensation for ourpaid by SunCoke Energy, Inc. to its independent directors in fiscal 2017:2020:

PROPOSAL 2 — APPROVAL OF AMENDMENTS TO CERTIFICATE OF

INCORPORATION AND BY-LAWS

The Company’s Amended and Restated Certificate of Incorporation (the “Certificate of Incorporation”) and its Amended and Restated By-laws (the “By-laws”) currently provide for a board of directors divided into three classes, with the number of directors in each class being as nearly equal as reasonably possible. Accordingly, approximately one-third of the directors are elected annually, each serving a three-year term. This structure was put in place by the Company’s former parent company at the time of the initial public offering and spin-off of the Company in 2011, to provide the stability and continuity for the Company to develop and implement the best long-term strategic course.

However, following a constructive dialogue with Nokomis Capital, LLC (“Nokomis”), a stockholder of the Company, the Board agreed to present a proposal to stockholders at the Company’s 2020 annual meeting of stockholders to amend the Company’s Certificate of Incorporation and By-laws to provide for declassification of the Board and annual election of directors. The Company also agreed with Nokomis that, if such amendments were not approved by the holders of at least 80 percent of the Company’s common stock, then the Company would present the same amendments to its stockholders again at the Company’s 2021 annual meeting of stockholders (the “2021 Annual Meeting”). These amendments were not approved by the requisite vote of stockholders. Therefore, pursuant to its arrangement with Nokomis, the Company is presenting these amendments for approval by stockholders at this meeting.

Description of the Proposed Declassification Amendments

Subject to approval by stockholders at this meeting, the Board has adopted, amendments to the Company’s Certificate of Incorporation and By-laws to effectuate the declassification of the Board following the 2021 Annual Meeting. To facilitate declassification of the Board in a timely manner following approval of these amendments by holders of at least 80 percent of the Company’s common stock, all of the directors then in office will resign immediately prior to the Company’s 2022 annual meeting of stockholders (the “2022 Annual Meeting”), such that each member of the Board will serve a one-year term following the 2021 Annual Meeting and stand for election annually, beginning at the 2022 Annual Meeting. The proposed amendments provide that each director elected at each annual meeting of stockholders, beginning with the 2022 Annual Meeting, will serve a one-year term expiring at the following annual meeting of stockholders and until his or her respective successor is duly elected and qualified, or until his or her earlier death, resignation, disqualification or removal.

Under Delaware law, directors of companies that have a classified board of directors may be removed only for cause, unless the certificate of incorporation provides otherwise. Delaware law provides that directors of companies that do not have a classified board may be removed with or without cause by a majority vote of the stockholders at any annual or special meeting of stockholders. Accordingly, if the proposed amendments are approved, any director elected at or after the 2021 Annual Meeting may be removed from office at any time, with or without cause, by the affirmative vote of the holders of a majority of the shares then entitled to vote at an election of directors, voting together as a single class.

Reasons for Declassifying the Board

The Board considered a number of factors that favor continuing with a classified board structure, as well as a number of factors that favor adopting a declassified board structure. Ultimately, after weighing the various factors, the Board determined that it would be in the best interests of the Company and our stockholders to amend our Certificate of Incorporation and By-laws. For this reason, the Board approved and declared advisable the amendment and restatement of our Certificate of

Incorporation, giving effect to the de-classification amendments included in the Certificate of Amendment that is attached hereto and incorporated by reference herein as Appendix A. In addition, the text of the de-classification amendments to our By-laws is attached hereto as Appendix B and incorporated by reference herein.

If approved by stockholders, the proposed amendments to our Certificate of Incorporation and By-laws would become effective upon the filing of a Certificate of Amendment with the Secretary of State of the State of Delaware, which we would file promptly following the 2021 Annual Meeting of Stockholders. After filing the Certificate of Amendment to effectuate the declassification of our Board, each director will resign immediately prior to the 2022 Annual Meeting, in order to stand for election at the 2022 Annual Meeting, and thereafter, for a one-year term. The proposed amendments would not change the present number of directors, or the Board’s authority to change that number and to fill any vacancies or newly created directorships.

Vote Required

Approval of the adoption of the amendments to the Company’s Certificate of Incorporation and By-laws to eliminate the classified Board requires the affirmative vote of the holders of at least 80 percent of the common stock of the Company issued and outstanding as of the Record Date for the 2021 Annual Meeting.

RECOMMENDATION

The Board unanimously recommends that you vote “FOR” approval of the amendments to our Certificate of Incorporation and By-laws to declassify our Board and allow for annual election of directors.

EXECUTIVE COMPENSATION

Compensation Committee Report

The Compensation Committee has reviewed and discussed the Compensation Discussion and Analysis (“CD&A”) section of this proxy statement with management. 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 incorporated in the Annual Report on Form10-K for the year ended December 31, 2017.2020.

Members of the Compensation Committee:

Compensation Discussion and Analysis (“CD&A”)

The followingThis CD&A describes the material elements of the 20172020 compensation and benefit programs for our named executive officers, or NEOs. Our NEOs for 2017,2020, which consist of those executive officers who appear in the Summary Compensation Table, were:

The CD&A is organized into six sections:

SECTION 1 -- EXECUTIVE SUMMARY

SECTION 2 -- OUR COMPENSATION PHILOSOPHY

SECTION 3 -- ELEMENTS OF EXECUTIVE COMPENSATION

SECTION 4 -- ROLE OF MANAGEMENT, COMPENSATION CONSULTANTS AND

                             USE OF MARKET DATA

SECTION 4 -- ELEMENTS OF EXECUTIVE COMPENSATION

SECTION 5 -- PAY MIX, OPPORTUNITY AND LEVERAGE

SECTION 6 -- OTHER COMPENSATION INFORMATION

SECTION 1 -- EXECUTIVE SUMMARY

2017 was a yearSunCoke Energy’s financial results in 2020 were driven by successful contract extensions for three of improvement for SunCoke in an environment that saw gradual improvementour domestic coke plants, as well as significant Company-wide savings initiatives. The vast majority of our Adjusted EBITDA is based on take-or-pay contracts with our steel customers. These contracts require purchase of certain volumes of coke at established prices or, in the steel and coal markets. Adjusted EBITDA for 2017 was $234.7 million, an 8% improvement over 2016 and atevent that the higher end of our guidance to investors. Operating Cash Flow of $148.5 million, although lower than an exceptional year in 2016, remained strong.

Our domesticcustomer is unable to take the coke, making operations produced operating results in line with expectations. The impacts associatedrequire payment for the coke at the same price. Because of the contractual obligations of our take-or-pay coke contracts with our continuedsteel customers, the economic fallout from the COVID-19 impact would not have otherwise impacted our financial results. Our steel customers, however, were severely affected by lack of demand and excess inventories, resulting in requests for SunCoke to reduce 2020 take-or-pay requirements. We assessed contract renewal timeframes with our continual focus on long-term stability and customer relationships, then negotiated 2020 coke purchase relief in exchange for contract extensions. This purchase relief reduced our 2020 Adjusted EBITDA, but resulted in much more stable future earning streams, which were recognized by the Board and as being in the best interest of our shareholders. The contracts with ArcelorMittal USA for our Jewell Coke and Haverhill Coke plants, which were to end on December 31, 2020, were renewed with modified annual tonnage for five years. The Haverhill contract with AK Steel, which was to end on December 31, 2021, was extended with the same annual tonnage for 18 months, to June 30, 2023.¹

The short-term relief granted to our customers for the contract extensions and corresponding material 2020 financial impact was communicated to our shareholders on August 4, 2020 when we revised our guidance range down from earlier in the year. The reduction in guidance was less than the impact of the purchase relief, as management was able to offset some of the negative impact by focusing on significant operational cost discipline and Company-wide savings initiatives, resulting in a significantly higher guidance range than what we could have otherwise achieved. Through strong operating performance, cost discipline and savings initiatives, we ended the year with $205.9M in Adjusted EBITDA, which was higher than our August 3, 2020 revised guidance of $190M - $200M, though lower than our original guidance of $235M - $245M. Similarly, Operating Cash Flow results were $157.8M, which far exceeded our revised guidance of $116M - $136M, though lower than our original guidance of $170M - $185M.

Prior to reaching agreements in Q3 2020 to extend the contracts and provide 2020 coke purchase relief, we were on track to meet our original guidance, delivering Adjusted EBITDA of $62.1M in Q1. Our coke plants increased production by 63,000 tons in Q1 2020 compared to Q1 2019, as the rebuilt Indiana Harbor oven rebuild campaign offset benefits fromcoke ovens continued to perform well. Further, Adjusted EBITDA was $59M in Q2 2020, with our coke operations up $4.2M versus Q2 2019. For the remainderfirst half of 2020, despite having started to turn down production, we were performing just above our prorated original guidance point estimate of $240M.

We acknowledged the great benefit of the contract extensions, including an additional two-year extension with AK Steel for our Haverhill plant (from June 30, 2023 to June 30, 2025), reached later in the year. At the same time, we were resolved to mitigate the material financial impact in 2020. Through disciplined cost control and a Company-wide cost savings initiatives, we were able to significantly reduce that impact, as evidenced by our Adjusted EBITDA results of $205.9M.

Operational focus to safely produce high-quality coke is the foundation of our domesticbusiness, and the ability of our teams to pivot from maximum production to a large turndown without issue demonstrates the soundness of that foundation. In addition, our teams pursued development of foundry coke, and Brazil cokemaking facilities. Logistics revenue and earnings were also in line with expectations. We captured several new business growth opportunities handling petcoke and aggregates at our Convent Terminal, broadeningwhich diversifies our customer base and leveragingallows entry into a new market. Our teams were able to perform this strategically positioned asset.work while simultaneously producing blast furnace coke—further evidence of our operating capabilities. This excellent domestic coke performance will now continue for 5 more years with predictable earnings at our AMUSA Jewell, and Haverhill plants and 3.5 more years at our AK Steel Haverhill plant due to the contract extensions.

Finding operational efficiencies and adopting rigorous cost control were the focus for our Logistics segment in 2020. Convent Marine Terminal (CMT), faced with the Q1 2020 bankruptcy of its take-or-pay customer Foresight Energy, concentrated on entering into a new coal handling agreement with Javelin while also scrutinizing any potential cost savings. When lower volumes also impacted our other terminals, they responded with extensive operational efficiency plans to considerably lower costs. Overall, the Logistics segment’s 2020 Adjusted EBITDA was $17.3M, down $25.3M from the prior year due to the CMT customer bankruptcy and lower volumes at the other terminals.

Pursuing a balanced capital allocation strategy continued to be important. Notwithstanding the financial impact of providing coke purchase relief in 2020 in exchange for contract extensions, we were still able to meet our capital allocation goals, including reducing net debt by approximately $61M and continuing to pay a $0.24/share dividend.

The followinghealth and safety of our employees and contractors has always been our first priority, and the COVID-19 pandemic necessitated new work practices and guidelines that we were well positioned to implement due to our safety culture. In response to the pandemic, we established an internal task force of experts, initiated enhanced health and safety measures across our facilities, which operated nonstop, and enacted a work from home program for all qualifying personnel. Each of our sites implemented screening procedures consistent with U.S. Centers for Disease Control and Prevention (CDC) recommendations such as screening questionnaires and temperature checks for employees, contractors or other service providers. Additionally, to ensure employee safety, we adopted protocols consistent with CDC, state and local guidance including mask wearing, social distancing, contact tracing, as well as quarantine requirements. We also implemented a paid-leave policy to ensure that COVID-19 positive employees and employees exposed to a COVID-19 positive individual opted to stay home. At the same time that we were adjusting to COVID-19 protocols, we continued to focus on preventing incidents. While zero incidents will always be our goal, we are very satisfied with our 2020 safety performance, which, despite COVID-19, is slightly better than our 2019 results.

Our excellent safety record is best understood in comparison to industry-wide safety performance. Our Total Recordable Incident Rate (“TRIR”) an industry standard metric of safety was 0.81 for 2020. According to most recent data from the Bureau of Labor Statistics, the overall TRIR for Petroleum and Coal Products Manufacturing was 1.3 for 2019. For comparison, it was 2.4 for the Iron and Steel Mills sector. Our year-over-year safety performance is consistently below industry-wide rates, demonstrating our strong commitment to safety, and we set our safety target, for the purposes of our annual incentive plan, better than industry benchmarks.

Environmental performance has always been central to our operations, and the Company continues to utilize actual, measurable environmental performance as a compensation metric. Despite substantial operational adjustments due to the coke production turndown, our 2020 performance was exceptional, significantly exceeding target and better than our results in both 2019 and 2018.

Historical Performance

As demonstrated by the chart illustratesbelow, we have met or exceeded our historical earnings, cash generation and Total Shareholder Return (TSR).guidance for the last 5 years:

Chart Commentary:

Financial & Operational-

While we have consistently met or beat our guidance each of the last 5 years, our share price experiences significant volatility caused primarily by steel industry outlook factors, including steel imports, steel prices and the outlook and viability of our customers. In fact, despite generally consistent financial performance year after year, our share price is highly correlated with that of our customers such that steel industry outlook can create a disconnect between the Company’s operating results and share price.

Safety

At SunCoke, our focus is on continuous safety improvement and while we did not achieve our target this past year, we improved our safety performance from 2019 and continue to strive for zero accidents in the workplace and a safe working environment at all times.

Environmental

We achieved our best environmental performance of the last three years against objective metrics, despite the coke production turndown challenges.

For a reconciliation of Adjusted EBITDA, anon-GAAP measure, to net income, and net cash provided by operating activities, which are its most directly comparable financial measuresmeasure calculated and presented in accordance with GAAP, please refer to Item 8 of our Annual Report on Form10-K for the year ended December 31, 2017.2020.

CEO 3-Year Target vs. Realizable Pay

We have delivered strong financial and operating performance, though our stock price faces significant volatility. We have a strong pay and performance orientation and we deliver a significant amount of compensation in the form of equity to further align our executives with shareholders. As demonstrated by the chart below, our CEO’s realizable pay, which considers the change in stock price and actual payouts, is 70% of his target compensation.

Changes to our Executive Compensation Programs

During 2017, the Company implemented the following changes to our executive compensation plans:

The Company implemented the following changes to our executive compensation programs for 2018:

SECTION 3 -- ELEMENTS OF EXECUTIVE COMPENSATION

Our 2017 compensation program emphasized performance-based compensation that promoted the achievement of short and long-term business objectives that were aligned with our business strategy and rewarded performance when those objectives were met. The basic elements of our compensation program are as follows:

Base Salary:Base salary is intended to provide a certain level of fixed cash pay that compensates an executive for job performance and reflects the scope and level of responsibilities for each role. Competitive salary helps to recruit and retain executives.

Annual Cash Incentives:Annual cash incentives are paid after the end of each year based on the level of attainment of performance goals. This component, which can result in a payment of0-200% of target opportunity, promotes achievement of our annual business objectives. The use of four metrics, which include financial, safety and environmental measures, provides a holistic view of performance, which balances financial and operational performance while limiting reliance on any one metric which could encourage excessive risk-taking.

Long-Term Incentives:These awards are designed to provide a strong incentive for executives to pursue business strategies intended to increase our stock price and thus provide strong alignment with stockholders’ interests. These awards also promote executive retention. Generally, when equity is awarded, restricted share units and stock options vest ratably over three years. In addition, the performance share units vest on the third anniversary of the date of grant, to the extent that certain performance goals are met.

SECTION 4 -- 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 reviews and evaluates the CEO’s performance considering these goals and objectives. The Compensation Committee annually provides a recommendation to the full Board regarding the compensation levels and incentive payouts applicable to the CEO, based upon the Board’s review and assessment of the CEO’s performance. In its review of the incentive components of CEO compensation, the Compensation Committee also may consider many factors, including, but not limited, to the Company’s performance and relative shareholder return, the value of similar incentive awards to CEOs at comparable companies and the awards given to the CEO, in past years. The Board then makes a determination regarding CEO compensation after considering the Compensation Committee’s recommendations. The Compensation Committee and the CEO also discuss the financial metrics to be used to measure the performance of the Company and its business units.

The CEOturn, reviews the performance of our NEOs, other than himself, and makes recommendations to the Compensation Committee with respect to their compensation, including salary, annual cash incentive opportunities and grants of long-term incentive awards.

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 levels and incentive payouts for our NEOs. The Compensation Committee reviewsalso considers other factors, including, but not limited to, the Company’s results of operations, relative shareholder return, other applicable metrics used to measure the performance of the Company and determinesits business units, and the value of similar compensation of these executivesand incentive awards to NEOs at comparable companies.

Based upon this review, the Compensation Committee then presents its recommendations for approval to the full Board and, after considering the CEO’s inputCompensation Committee’s recommendations, the Board then makes a determination regarding the appropriate levels of compensation and recommendations, and its own judgment of each executive’s performance duringincentive grants for the period.NEOS, including the CEO. The CEO attends Compensation Committee meetings, but is not present for, and does not participate in, discussions concerning histhe CEO’s own compensation. In addition, the CEO does not attend the executive sessions of the

Compensation Committee.Consultant

To supplement the survey data when making compensation decisions, for 2017, management recommended, and the Compensation Committee has approved, a peer group of 18 companies. During 2016, the Compensation Committee undertook a comprehensive review of the Company’s peer group, considering several potential criteria for selecting peer16 companies and also considering feedback from our largest shareholder.(the “Peer Group”). Unlike many companies, the nature of SunCoke’s long-termtake-or-pay coke contracts, which pass through commodity and certain operating costs to customers, makes revenue less relevant. meaningful.

As a result, of this review, the Company adopted a new selection criterion, which uses EBITDA as the primary financial metric in selecting companies from comparable industries, rather than revenue.industries. Selected companies generally fall within the range ofone-third to three times of SunCoke’s EBITDA; however, the Compensation Committee also considers other financial metrics, including market capitalization, enterprise value and revenue, as appropriate, in making the final determination of peer companies. As a result of this review, the below changes were made to the 2016 peer group.