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, 201825, 2022

Dear Stockholder:

You are cordially invited to attend the 20182022 Annual Meeting of Stockholders of SunCoke Energy, Inc., on Thursday, May 3, 201812, 2022 at 9:00 a.m., local time,Central Time. We have adopted a virtual meeting format for our 2022 Annual Meeting. We will provide a live webcast of the meeting at https://meetnow.global/MTR5NFA, 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 20182022 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 20182022 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, 201812, 2022

The 20182022 Annual Meeting of Stockholders of SunCoke Energy, Inc. will(the “2022 Annual Meeting”) is scheduled to be held on Thursday, May 3, 201812, 2022 at 9:00 a.m., local time,Central Time, at the Hotel Arista, 2139 CityGate Lane, Naperville, Illinois 60563,https://meetnow.global/MTR5NFA, for the following purposes:

Stockholders also will transact such other business as may properly come before the 2022 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, 2022, (the “Record Date”) are entitled to vote at the 2022 Annual Meeting. You may vote at the 20182022 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 20182022 Annual Meeting in person.Meeting. Most stockholders have threefour options for submitting their vote: (1) via telephone, (2) over the Internet, (3) through the mail, or (3) by mail. You may still vote in person if you attend(4) live at the 20182022 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 20182022 Annual Meeting. If you do not instruct your broker on how to vote inwith regard to the election of directors, the approval of the new Omnibus Long-Term Incentive Plan, 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, 2018,25, 2022, and the attached proxy statement, together with our 20172021 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

i

ii

QUESTIONS AND ANSWERS ABOUT THE 2022 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 2022 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 20182022 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. You automatically received 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:

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 20182022 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.

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 20182022 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 2022 Annual Meeting) and will certify the election results.

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.

How do I register to attend the Annual Meeting virtually on the Internet?

If you are a registered shareholder (i.e., you hold your shares through our transfer agent, Computershare), you do not need to register to attend the 2022 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 2022 Annual Meeting virtually on the Internet. To register to attend the 2022 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 May 9, 2022 (i.e., three business days in advance of the meeting). Requests for registration should be directed to Computershare at the following:

You will receive 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 browsers (MS Edge, Firefox, Chrome and Safari ) 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 not a supported browser. 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 for technical assistance.

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 https://meetnow.global/MTR5NFA. 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 and therefore will not be 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 cost 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 their names that are beneficially owned by others to 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 the 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 change 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 2022 Annual Meeting will be available for inspection by any stockholder, for any purpose related to the meeting, for ten days prior to the 2022 Annual Meeting during ordinary business hours at our principal executive offices located at 1011 Warrenville Road – Sixth Floor, Lisle, Illinois 60532. You may contact Investor Relationsinvestorrelations@suncoke.com to schedule an appointment to review the list. The list also will be available electronically for directions atinvestorrelations@suncoke.com. When you arrive atexamination during the Hotel Arista, 2139 CityGate Lane, Naperville, Illinois 60563, signs will direct you to the meeting room. You need not attend the 20182022 Annual Meeting in orderat https://meetnow.global/MTR5NFA.

How may I obtain a copy of the Company’s 2021 Annual Report on Form 10-K?

A copy of our 2021 Annual Report on Form 10-K for the fiscal year ended December 31, 2021, is being provided to vote.

If you wish to attendalong with this Proxy Statement. However, the 2018Company’s Annual Meeting, please checkReport on Form 10-K is not part of the boxproxy soliciting materials. You also may obtain a copy of our 2021 Annual Report on your proxy or voting instruction form, or as indicated 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 2021 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, 2018:12, 2022:

This proxy statementProxy Statement and our Annual Report on Form10-K for the year ended December 31, 20172021 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 eightsix members: Andrew D. Africk, Alvin Bledsoe, Peter B. Hamilton,Arthur F. Anton, Martha Z. Carnes, Ralph M. Della Ratta, Jr., Susan R. Landahl, Robert A. Peiser,Michael W. Lewis, and Michael G. Rippey, John W. Rowe and James E. Sweetnam.Rippey.

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 Arthur F. Anton and Susan R. Landahl expire this year,Michael W. Lewis, and the Board of Directors has nominated each of them for a new three-year term that will expire at the annual meeting in 2021,2025, or until their respective successors are elected and qualified.

Detailed information on these nominees is provided on pages 611 through 11,14, 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 20182022 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 20182022 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 20182022 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, 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 2022 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. 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, Arthur F. Anton and Michael W. Lewis, should be elected to serve on the Board, are described below.

Nominees to Serve in a Class WhoseI

Term Expires in 2021Nominees Up for Election at the 2022 Annual Meeting

		Alvin BledsoeArthur F. Anton (Chairman) Age:  64   Age:Committee:  Compensation   70  Governance

Mr. Anton was appointed as a director of SunCoke Energy, Inc., effective March 16, 2020, and was appointed as non-executive Chairman of the Board effective January 1, 2021. During the course of his career, Mr. Anton has served in various senior roles at The Swagelok Company (a large fluid systems technology company) most recently as Chairman of the board from September 2017 to December 2019, and as President and Chief Executive Officer from 2004 to 2017. Prior to that, he served as Swagelok’s 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 1998, Mr. Anton was a Partner of Ernst & Young LLP (a professional accounting and consulting services firm), where he consulted with companies in manufacturing, energy, service, and other industries. Mr. Anton currently serves as a director on the boards of the following companies: Olympic Steel [NASDAQ: ZEUS] (a leading U.S. metals service center), where he is the Lead Independent Director and a member of both the Audit and Compliance Committee, and the Compensation Committee; The Sherwin-Williams Company [NYSE: SHW] (a major paint coatings manufacturer), where he serves as Chair of the Audit Committee; and Diebold Nixdorf, Incorporated [NYSE: DBD] (a leading manufacturer of automated teller, calculating, and accounting machinery), where he serves as Chair of the Finance Committee and is a member of the Audit Committee. Mr. Anton also serves as Chairman of University Hospitals Health System in the Cleveland, Ohio area.

Mr. Anton is an experienced corporate executive with strong operational, financial and leadership expertise, along with significant experience in the steel industry. He brings substantial domestic and international manufacturing and distribution experience and strategic planning expertise to our Board. In addition, as a former partner of Ernst & Young LLP and the former Chief Financial Officer of Swagelok, Mr. Anton has financial expertise and extensive financial experience. He also possesses health, environment and safety oversight experience by virtue of his oversight experience as Chief Executive Officer and Chief Operating Officer at Swagelok.

		Michael W. Lewis Age:  72   Committee Membership:  Audit (Chair)   Governance

Mr. BledsoeLewis was electedappointed as a director of SunCoke Energy, Inc., effective December 3, 2020. During the course of his career, Mr. Lewis has risen through progressively responsible senior leadership positions at BMO Harris Bank, N.A. (a large U.S. banking institution and subsidiary of Bank of Montreal, the Canadian multinational investment bank and financial services company) and, from 1998 until his retirement in 2013, Mr. Lewis was Executive Vice President, and Chicago metro regional president. His responsibilities have included strategic integration and management of business segments across the regional network of BMO Harris branches, as well as growing the bank’s commercial and retail business, community development and consumer loans and services. Mr. Lewis is an active member of Chicago’s business and civic communities and has served on several boards, including the Chicago Regional Transportation Authority, the Urban Partnership Bank (a full-service community development bank), and Chicago United (a corporate membership and advocacy organization promoting economic opportunities by advancing multiracial leadership in corporate governance, executive level management, and business diversity). Mr. Lewis also serves on the Foundation Board of Western Michigan University and has served as past Chairman of the Western Michigan University Business School Advisory Council.

Mr. Lewis is an experienced banking executive who has spent over 40 years in the financial services industry with business line responsibility. He provides significant senior management-level strategic planning, business development and managerial expertise to the Board.

Class II

Continuing Directors — Current Term Expires in 2023

		Martha Z. Carnes Age:  61 Committee Membership:  Audit (Chair)

Ms. Carnes was appointed as a director of SunCoke Energy, Inc., effective December 5, 2019. From 1982 until her retirement from the firm in June 2011. Effective2016, 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 Lead Independent Director and Chairman of the Audit Committee. She is also a director of Matrix Service Company [NASDAQ: MTRX] (a provider of design, engineering, construction, repair and maintenance services to industrial and energy clients in North America), where she Chairs the Audit Committee and serves on the Compensation, and Nominating and Corporate Governance committees. She is also a Member Representative for Ohio Valley Midstream, LLC, a member-managed limited liability company engaged in natural gas and natural gas liquids gathering and processing. From September 1, 2017 he also was appointedthrough June 2019, Ms. Carnes served as a director of SunCoke Energy Partners GP LLC, the general partner of SunCoke Energy, Partners, L.P., our sponsoredformer master limited partnership. From 1972 until his retirement from the firm in 2005, Mr. Bledsoe served in various senior roles at PricewaterhouseCoopers LLP, or PwC (an international accounting firm). In 2007, he joined the Board of Directors of Crestwood Gas Services GP LLC, the general partner of Crestwood Midstream Partners LP (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), 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 as a member of the Archuleta County Colorado Financial Advisory Task Force.

Mr. BledsoeMs. Carnes is an experienced finance and public accounting executive, having spent hisher entire33-year34-year career with PwC. By virtue of hisher experience, Mr. Bledsoe is knowledgeable about finance, mergerMs. Carnes possesses strategic planning, managerial and acquisition transactionsleadership expertise, having led the design and major cost restructuringsexecution of market and possesses knowledge ofsector strategies, business development, compensation, professional development, succession planning, and client satisfaction initiatives for clients in the mining, utilities and energy industries. In addition, heMs. Carnes brings relevant industry expertise, having served clients within these industry sectorsvast experience with capital markets and financing activities, 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.

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.

one of the nation’s largest power generators, with operations in international48 states. 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. As Vice President, Industry Leadership at the Institute for Nuclear Power Operations from January 2014 to June 2015, Ms. Landahl led development of INPO 15-005, now the industry standard for leadership development and organizational effectiveness for the entire U.S. nuclear fleet and much of the world.

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 management. Mr. Sweetnam also possesses health, environment and safety oversight experience by virtue of his oversight experience as a senior-level executive at Eaton.managerial experience.

THE BOARD OF DIRECTORS AND ITS COMMITTEES

Our Board of Directors is composed of a majority of independent directors and our Audit, Compensation and Governance Committees are each composed entirely of independent directors. Our Executive Committee is composed of one employee director and one independent director.

The following table shows the membership of our Committees as of March 21, 2018:25, 2022:

Meeting Attendance

The Board of Directors held 12seven meetings in fiscal 2017.year 2021. Each director who served in fiscal 2017year 2021 attended at leastover 75% of the aggregate of: (i) the total number of meetings of the Board of Directors during the periods that he or she served in fiscal 2017;year 2021 and (ii) the total number of meetings of the Committees on which he or she served during the periods that he or she served in fiscal 2017.

Executive Committee

The Executive Committee is composed of Messrs. Rippey and Rowe, and is chaired by Mr. Rippey. The Executive Committee exercises the powers and authority of the Board of Directors to direct the business and affairs of SunCoke Energy in intervals between meetings of the Board of Directors and to implement the policy decisions of the Board of Directors. Actions taken by the Executive Committee are reported to the Board of Directors at its next meeting. There were no meetings of the Executive Committee in fiscal 2017.

The Board of Directors has adopted a written charter for the Executive Committee, which is available on our corporate website atwww.suncoke.com.year 2021.

Audit Committee

All members of the Audit Committee are “independent” as defined in the listing standards of the New York Stock Exchange, (or NYSE)or NYSE, and the rules and regulations of the Securities and Exchange Commission (or SEC)(the “SEC”). The Audit Committee currently is composed of Messrs. BledsoeMs. Carnes, Mr. Della Ratta and Hamilton and Ms. Landahl,Mr. Lewis, and is chaired by Mr. Bledsoe.Ms. Carnes. The Board of Directors has determined that Messrs. Bledsoe and Hamilton and Ms. Landahl,members of the Audit Committee are independent directors for purposes of serving on an audit committee under applicable SEC and NYSE requirements, and each is financially literate and has accounting or related financial management expertise as required by the applicable rules of the NYSE. The Board also has determined that each of Ms. Carnes and Messrs. BledsoeDella Ratta and Hamilton qualifiesLewis qualify as an “audit committee financial expert” as defined by the applicable rules of the SEC.

audit, audit fees, critical audit matters, auditor independence matters and the extent to which the independent registered public accounting firm may be retained to perform non-audit related services.

The Board of Directors has adopted a written charter for the Audit Committee, which is available on our corporate website atwww.suncoke.comwww.SunCoke.com. The Audit Committee met nineseven times in fiscal 2017.year 2021.

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 foursix times in fiscal 2017.year 2021.

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 twofour times in fiscal 2017.year 2021.

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, ensure Board and management accountability, and provide our stockholders with meaningful rights.

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

Director Independence

The Board, 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 determinedbelieves 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.

In accordance with NYSE requirements, the Audit Committee charter provides that the Audit Committee is responsible for reviewing and discussing SunCoke Energy’s major financial risk exposures and the steps management has taken to monitor and control such exposures, including our risk assessment and risk management policies. On a regular basis, our officers who are responsible for 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 our Governance Committee provides 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, our non-executiveChairman presides over the executive sessions of the independent directors. The independent directors met in executive sessions separate from management eightsix times during fiscal 2017.2021.

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 SunCoke Energy (other than options exercised in accordance with the terms of an option plan sponsored by SunCoke Energy) 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 stockCommon 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.

that such director is required to provide all material information concerning the interested transaction to the Governance Committee. As part of its review and approval of a related person transaction, the Governance Committee considers, among other things, whether the transaction is made on terms no less favorable than terms that would be generally available to an unaffiliated third party under the same or similar circumstances and the extent of the related person’s interest in the transaction.

Our related person transactions policy also provides that certain interested transactions will have 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. The Governance Committee reviews director compensation regularly. In 2021, Meridian Compensation Partners LLC (“Meridian”), an an independent compensation consulting firm, presented a benchmarking report on director compensation for the same peer group of companies that the Compensation Committee uses for determining compensation for our executives. After reviewing the information presented by Meridian, as well as other public information on the topic, the Governance Committee evaluated the plan design and compensation levels to ensure that they are consistent with market trends and made recommendations of appropriate changes to the Board.

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.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.Common Stock. Payments pursuant to the Retainer Stock Plan are made quarterly in the number of shares of our common stockCommon Stock determined by dividingone-fourth of the aggregate portion of the annual retainer payable in our common stockCommon Stock by 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’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 tomay designate his or her compensation to be deferred compensation asin the form of share units, cash units or a combination of both. Cash units accrue interest at a rate set annually by the Governance Committee.units. A share unit is treated as if it were invested in shares of our common stock,Common Stock, but it does not have voting rights. If shareShare units are chosen,credited with dividend equivalents that entitle the holder to receive payment in an amount equal to the cash dividends payable on a number of shares of Common Stock equal to the number of outstanding share units. The dividend equivalents are credited in the form of additionalto a

bookkeeping account for each director who has deferred share units. PaymentsThe dividend equivalent account does not bear interest. Vesting and payment of dividend equivalents coincides with the vesting and settlement of the related share units. Payment 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 sharean equivalent number of our common stock for the ten trading daysshares of Common Stock on the NYSE immediately prior to the payment date.

PROPOSAL 2 — APPROVAL OF SUNCOKE ENERGY, INC.

OMNIBUS LONG-TERM INCENTIVE PLAN

General

We currently provide equity-based awards to employees pursuant to the SunCoke Energy, Inc. Long-Term Performance Enhancement Plan and to directors pursuant to the SunCoke Energy, Inc. Retainer Stock Plan for Outside Directors (collective referred to as the “Prior Plans”). At the 2022 Annual Meeting, the Company’s stockholders will be asked to approve a new plan, the SunCoke Energy, Inc. Omnibus Long-Term Incentive Plan (“Plan”) that will provide for grants to both employees and directors. If the Plan is approved by the Company’s stockholders, no additional awards will be granted under the Prior Plans and the Prior Plans will be terminated. However, the Prior Plans would continue to govern awards previously granted under them.

Reasons for the Plan

The Plan is intended to promote the interests of the Company and its stockholders by offering competitive long-term incentives to those employees responsible for the Company’s long-term profitable growth (“Key Employees”) as well as to the Company’s directors. The Board of Directors believes the interests of the Company and its stockholders will be advanced if the Company can continue to offer eligible employees and directors the opportunity to acquire or increase their proprietary interest in the Company through equity awards made under the Plan.

The Company’s ability to attract, retain and motivate high-caliber qualified personnel and directors is vital to our efforts to implement changes in our business development strategies that we believe are necessary to create consistent and sustainable growth and profitability. The Compensation Committee believes that it is in the Company’s best interests to provide shares of Common Stock for grant under the Plan. The Company’s use of equity compensation allows it to offer market competitive compensation packages that effectively align employee and director incentives with the success of our business development efforts and stockholder interests.

As of March 16, 2022, 2,491,938 shares of our Common Stock remained available for future award grants under the Prior Plans. Based on our three-year average run rate (annual level of shares granted under Awards), the Company believes that this pool of shares will be exhausted during 2024. Without shares of Common Stock available for grants to our Key Employees and directors, our ability to offer competitive compensation packages to existing employees and directors and to attract additional talented key employees and directors will be compromised. Accordingly, on February 23, 2022, the Compensation Committee recommended to the Board and the Board on February 24, 2022 approved the Plan, subject to stockholder approval, with the number of shares of Common Stock available for issuance under the Plan equal to the sum of (i) 2,491,938 shares of Common Stock (less the number of shares of Common Stock with respect to awards granted from the Prior Plans from March 16, 2022 until May 12, 2022) transferred from the Prior Plans to the Plan on the date stockholders’ approve the Plan, (ii) 2,700,000 shares of Common Stock and (iii) any shares of Common Stock subject to any awards granted under the Prior Plans that are outstanding on the date of stockholder approval of the Plan and that return to the share reserve due to lapse, forfeiture, expiration, termination, cancellation, cashout or tax withholding.

In setting the proposed number of shares reserved and issuable under the Plan, the Compensation Committee and the Board considered a number of factors, which included the following:

Determination of Burn Rate and Total Potential Dilution

The table below shows the calculation of our three-year average annual burn rate of 0.78% of shares outstanding:

The table below shows the calculation of total potential dilution, taking into account the number of shares requested under the Plan.

NOTES TO TABLE

Key Plan Features

Summary of Plan Provisions

The following summary is qualified in its entirety by reference to the full text of the Plan, attached hereto as Exhibit A.

The following persons are eligible to participate in the Plan: (i) any employee of the Company (or a subsidiary) designated as a participant by the Compensation Committee of the Company’s Board of Directors (the “Committee”); (ii) any director of the Company and (iii) any person receiving an award under the Plan in connection with such person’s hiring; provided, however, that such award does not vest prior to commencement of employment. As of December 31, 2021, the Company and its subsidiaries had 1,127 employees and six directors.

The Plan is administered by the Committee, which has the authority to: (i) designate participants; (ii) grant awards under the Plan; (iii) determine the applicable terms and conditions of awards; (iv) interpret the Plan; and (v) adopt, amend and rescind rules and regulations relating to the Plan. The decisions and of the Committee on all matters relating to the Plan shall be in its sole discretion and shall be conclusive. The Board of Directors or the Committee may also authorize a different committee of directors to administer the Plan or one or more officers of the Company to make awards to Key Employees of the Company other than themselves.

The maximum number of shares of the Company’s Common Stock issuable under the plan is equal to the sum of (i) 2,491,938 shares of Common Stock (less the number of shares of Common Stock with respect to awards granted from the Prior Plans from March 16, 2022 until May 12, 2022) transferred from the Prior Plans to the Plan on the date stockholders approve the Plan , (ii) 2,700,000 shares of Common Stock and (iii) any shares of Common Stock subject to any awards granted under the Prior Plans that are outstanding on the date of stockholder approval of the Plan and that return to the share reserve due to lapse, forfeiture, expiration, termination, cancellation, cashout or tax withholding. The maximum number of shares that can be issued under the Plan cannot be increased without stockholder approval.

Awards under the Plan may be in the form of any one or more of the following:

The Committee may grant non-qualified stock options or incentive stock options (entitled to potentially favorable tax treatment) under the Plan. The term and the vesting schedule of each stock option will be determined by the Committee. No stock option may be exercised after the expiration of its term, and the maximum term of any stock option will be ten years. Stock options may be granted with time-based vesting, or vesting upon satisfaction of performance goals and/or other conditions. The stock option exercise price, determined at the time of grant, will be at least 100% of the fair market value of a share on the date of grant. For incentive stock options granted to key employees who own more than 10% of the total outstanding shares of the Company or any subsidiaries, the stock option exercise price will be 110% of the fair market value of a share on the date of grant. Incentive stock options with respect to no more than one million shares of the Company may be granted under the Plan. Consistent with applicable laws, regulations and rules, payment of the exercise price may be made in cash, by cashless exercise, or by delivery or withholding of shares having an aggregate fair market value equal to the exercise price. Participants do not have any right to receive payment of cash dividends, or crediting of dividend equivalents, on shares of

Company Common Stock subject to unexercised stock options. No dividends or dividend equivalents will be paid with respect to any shares subject to stock options prior to exercise of the options. Dividends may be paid only upon shares of actual stock received as a result of the exercise of such options.

The Committee may award shares of stock with time-based vesting conditioned upon continued employment with the Company, or with vesting conditioned upon satisfaction of specified performance goals and other conditions. Once the applicable restricted stock grant award conditions have been satisfied, the participant will be vested in the shares and will have all of the rights of a stockholder of the Company, including the right to vote the shares and the right to receive any cash dividends. Vesting of the right to receive dividends is conditioned upon actual vesting of the restricted stock.

Under the Plan, the Committee may award share units with time-based vesting conditioned upon continued employment with the Company (“RSUs”), or with vesting conditioned upon satisfaction of specified performance goals and other conditions (“PSUs”). Participants are not required to pay any consideration to the Company at the time of grant. Upon vesting, share units may be settled either in shares of the Company’s Common Stock, or in cash, at the sole discretion of the Committee. The medium of payment will be set forth in participant’s award agreement. Vesting of dividend equivalent rights is conditioned upon actual vesting of the share unit award.

The Committee may grant SARs under the Plan. The vesting schedule and number of shares covered by each SAR will be determined by the Committee. SARs may be grated with time-based vesting, or with vesting conditioned upon satisfaction of specified performance goals and other conditions. The exercise price of an SAR will be established by the Committee and may not be less than 100% of the fair market value of a share on the date of grant. The term and vesting schedule of each SAR shall be determined by the Committee. No SAR shall be exercisable after the expiration of its term and the maximum term of any SAR shall be ten years. SARs may be paid in cash or in shares of the Company’s Common Stock, or any combination thereof, as determined by the Committee, in its sole discretion, at the time of grant. Upon exercise of an SAR, the participant will be entitled to receive a number of shares of the Company’s Common Stock (or an applicable amount of cash) having an aggregate fair market value equal to the excess of the fair market value of one share (as of the date on which the SAR is exercised) over the exercise price, multiplied by the number of shares with respect to which the SAR is being exercised. No dividends or dividend equivalents will be paid with respect to any SARs. Participants do not have the right to receive payment of cash dividends, or crediting of any dividend equivalents, on SARs until settlement of such SARs in the form of actual shares of Company Common Stock has occurred. Dividends may be paid only upon shares of actual stock received as a result of such settlement. SARs settled in cash do not receive dividends and are not credited with dividend equivalents.

The Committee may grant awards denominated in cash in such amounts and upon such terms and conditions as the Committee may determine.

The Committee may grant other types of stock-based or stock-related awards in such amounts and upon such terms and conditions as the Committee may determine.    Such awards may involve the transfer of shares or payment in cash or otherwise of amounts based on the value of shares.

In no case would any adjustment be made to a stock option or SAR award under the Plan, whether by amendment, cancellation and re-grant, exchange, or other means, that would constitute a repricing of the per-share exercise or base price of the award, unless such re-pricing is approved by the Company’s stockholders.

Awards under the Plan are not generally assignable or transferable by the recipient other than by will or by the laws of descent and distribution, or to the extent not inconsistent with applicable provisions of the Internal Revenue Code, pursuant to a qualified domestic relations order under applicable provisions of law. Awards generally are exercisable, during the recipient’s lifetime, only by the recipient. Any amounts payable, or shares issuable, pursuant to an award generally will be paid only to the recipient or the recipient’s beneficiary or representative. In no event will any Plan participant be permitted to transfer stock options to a third-party financial institution without approval of the Company’s stockholders.

Shares of Common Stock withheld or surrendered to pay the option exercise price for a stock option or SAR will not be added back to the aggregate number of shares of Common Stock that may be made subject to awards under the Plan, and will not be available for future grant or issuance under the Plan. The Company may not increase the applicable share limits of the Plan by repurchasing shares of Common Stock on the market using cash received through the exercise of stock options. To the extent that an award is settled in cash, the shares that would have been delivered had there been no such cash settlement will not be counted against the shares available for issuance under the Plan. Shares subject to awards that expire, or for any reason are cancelled, terminated, forfeited, fail to vest, or are otherwise unpaid orundelivered under the Plan, will again be available for issuance pursuant to subsequent awards under the Plan. Shares of Common Stock withheld or delivered (by actual delivery or attestation) to satisfy tax withholding requirements related to an award other than a stock option or SAR will be added back to the aggregate number of shares of Common Stock that may be made subject to awards under the Plan, and will be available for future grant or issuance under the Plan. Substitute awards granted upon the assumption or in substitution or exchange for outstanding awards granted by an entity acquired by the Company do not reduce the number of shares of Common Stock available for future grant or issuance under the Plan.

Awards and the shares of Common Stock or cash payments received in connection with any award granted under the Plan will be subject to the Company’s recoupment policy.

The Plan provides that unless otherwise set forth in an award agreement, in the event of a change in control, the surviving or purchasing entity will assume the rights and obligations under the awards or substitute substantially equivalent awards with terms no less favorable than the

terms of the awards they replace and to the extent the surviving or purchasing entity does not assume or substitute such awards, awards shall vest and promptly be settled

In the event of a change in the company’s capitalization that constitutes an equity restructuring, such as a stock split, the Committee will make adjustments to the number of authorized shares set forth above, and the Committee may, but need not, make adjustments in the case of other changes. In the event of certain fundamental changes, such as a merger or sale of all or substantially all of the company’s assets, the Committee may provide for assumption or replacement of outstanding awards by the successor entity, or cancellation of such outstanding awards in exchange for cash, property, or a combination thereof, having an aggregate value equal to the value of such awards, as determined by the Committee in its sole discretion.

The Committee may amend, alter, or discontinue the Plan at any time, provided that any such amendment will be subject to stockholder approval to the extent required by applicable laws, regulations or rules. No amendment, alteration or discontinuation may be made that materially impairs the rights of a participant with respect to a previously granted award without such Participant’s consent, except an amendment alteration or discontinuation made to comply with applicable laws, regulations or rules.

It is the Company’s intention that no award under the Plan be “deferred compensation” subject to Section 409A of the Internal Revenue Code (the “Code”), and the terms and conditions of all such awards will be interpreted accordingly, unless and only to the extent that the Committee specifically determines otherwise. The terms and conditions governing any Awards that the Committee determines will be subject to Section 409A of the Code, including any rules for elective or mandatory deferral of the delivery of cash or shares pursuant thereto and any rules regarding treatment of such awards in the event of a change in control, shall be set forth in the applicable Award Agreement, and shall comply in all respects with Section 409A of the Code. Notwithstanding any other provision of the Plan to the contrary, with respect to any Award that constitutes a “nonqualified deferred compensation plan” subject to Section 409A of the Code, any payments (whether in cash, shares or other property) to be made with respect to the Award upon the participant’s termination of employment shall be delayed until the first day of the seventh month following the Participant’s termination of employment if the participant is a “specified employee” within the meaning of Section 409A of the Code.

The following is a summary of the federal income tax consequences of the Plan. It is based on the federal tax laws and regulations currently in effect and existing administrative rulings of the Internal Revenue Service. Participants may also be subject to state and local taxes in connection with the grant of awards under the Plan. Participants should consult with their individual tax advisers to determine the tax consequences associated with awards granted under the Plan. This information may not be applicable to employees of foreign subsidiaries or to employees who are not residents of the United States.

A participant will not recognize any income at the time of grant. On the date the participant exercises the non-qualified stock option, the participant will recognize ordinary income in an amount equal to the excess of the fair market value of the shares on the date of exercise over the exercise price. The participant will be responsible for remitting to the Company the withholding tax obligation that arises at the time the option is exercised. The Company generally will receive a tax deduction for the same amount of ordinary income recognized by

the participant. When the participant sells these shares, any gain or loss recognized by the participant is treated as either short-term or long-term capital gain or loss depending on whether the participant has held the shares more than one year.

A participant will not recognize any income at the time of grant. If the participant is issued shares pursuant to the exercise of an incentive stock option, and if the participant does not make a disqualifying disposition of the shares within one year after the date of exercise or within two years after the date of grant, the participant will not recognize any income, for federal income tax purposes, at the time of the exercise. When the participant sells such shares issued pursuant to the incentive stock option, the participant will be taxed, for federal income tax purposes, as a long-term capital gain on any amount recognized by the participant in excess of the exercise price, and any loss sustained by the participant will be a long-term capital loss. No deduction will be allowed to the Company for federal income tax purposes. If, however, the participant sells the shares before the expiration of the holding periods, the participant will recognize ordinary income on the difference between the exercise price and the fair market value at exercise, and the Company generally will receive a tax deduction in the same amount. Upon exercise of an incentive stock option, the excess of the fair market value over the exercise price is an item of tax preference to the participant for purposes of determining the alternative minimum tax. In order to qualify as an incentive stock option, the option must be exercised no later than three months after the participant’s termination of employment for any reason other than death or disability and no later than one year after termination of the participant’s employment due to disability. If the option is not exercised within this time period, it will be treated as a non-qualified stock option and taxed accordingly.

If a participant receives a stock award, the participant will recognize ordinary income upon becoming entitled to transfer the shares at the end of the restriction period without forfeiture. A participant generally will recognize ordinary income when the participant receives cash or shares pursuant to the settlement of share units, provided that if the shares are subject to any further restrictions on transfer, the participant will recognize ordinary income upon becoming entitled to transfer the shares at the end of the restriction period without forfeiture. The amount of income the participant recognizes will be equal to the fair market value of the shares on such date, or the amount of cash received less the amount paid by the participant for theshares. This amount will also be the participant’s tax basis for the shares. The participant will be responsible for remitting to the Company the withholding tax obligation that arises at the time the ordinary income is recognized. In addition, the holding period begins on the day the restrictions lapse, or the date the shares are received if not subject to any restrictions, for purposes of determining whether the participant has long-term or short-term capital gain or loss on a subsequent sale of the shares. The Company generally will be entitled to a deduction with respect to the ordinary income recognized by the participant. If a participant who receives a stock award subject to restrictions makes an election under Section 83(b) of the Code within 30 days after the date of the grant, the participant will have ordinary income equal to the fair market value on the date of grant, less the amount paid by the participant for the shares, and the participant will recognize no additional income until the participant subsequently sells the shares. The participant will be responsible for remitting to the Company the withholding tax obligation that arises at the time the ordinary income is recognized. When the participant sells the shares, the tax basis will be equal to the fair market value on the date of grant and the holding period for capital gains purposes begins on the date of the grant. If the participant forfeits the shares subject to the Section 83(b) election, the participant will not be entitled to any deduction, refund, or loss for tax purposes (other

than a capital loss with respect to the amount previously paid by the participant), and the Company will have to include the amount that was previously deducted from our gross income in the taxable year of the forfeiture.

A participant will not recognize any income at the time of the grant of an SAR. Upon exercise of the SAR, the participant will recognize ordinary income equal to the amount received upon exercise. The participant will be responsible for remitting to the Company the withholding tax obligation that arises at the time the ordinary income is recognized. The Company generally will be entitled to a deduction with respect to the ordinary income recognized by the participant.

A participant will not recognize any income upon the grant of a contingent right to cash or a unit payable in cash. Rather, taxation will be postponed until such cash or unit becomes payable. At that time, the participant will recognize ordinary income equal to the value of the amount then payable. The Company generally will be entitled to a deduction with respect to the ordinary income recognized by the participant.

New Plan Benefits

The Company has not approved any awards conditioned on stockholder approval of the Plan proposal. If the Plan is approved by the Company’s stockholders, the Committee, in its sole discretion, will select the participants to receive awards as well as the size and types of those awards. Thus, the Company cannot currently determine the benefits or number of shares subject to awards that may be granted in the future to particular individuals or groups under the Plan. As described in the Director Compensation section above, directors receive stock awards as part of their retainer for service as a director.

As of March 16, 2022, the fair market value of a share of Company common stock was $8.16.

Vote Required for Approval

Approval of the Plan requires the affirmative vote of the holders of a majority of the shares present in person or represented by proxy and entitled to vote at the 2022 Annual Meeting.

We believe stockholders should support this proposal to amend the SunCoke Energy, Inc. Omnibus Long-Term Incentive Plan for the following reasons:

The Board of Directors recommends a vote “FOR” approval of the Plan.

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, 2017.2021.

Members of the Compensation Committee:

Compensation Discussion and Analysis (“CD&A”)

The followingThis CD&A describes the material elements of the 20172021 compensation and benefit programs for our named executive officers, or NEOs. Our NEOs for 2017,2021, which consist of those executive officers who appear in the Summary Compensation Table, were:

The CD&A is organized into sixfive 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 54 -- ELEMENTS OF COMPENSATION:

                           PAY MIX, OPPORTUNITY AND LEVERAGE

SECTION 65 -- OTHER COMPENSATION INFORMATION

SECTION 1 -- EXECUTIVE SUMMARY

20172021 was a historic year of improvement for SunCoke in an environment that saw gradual improvementSunCoke. We delivered record financial results underpinned by successful entry into and participation in the export and foundry coke markets—strategies that are advancing the Company as a supplier of high quality products to a more diverse customer base. We have developed strong customer relationships due to our high quality products and operational and technical expertise, and expect to increase participation in both markets in 2022. Entry into these markets, in addition to successful execution on our contracted coke sales, enabled our Domestic Coke facilities to operate at full capacity.

This strong Domestic Coke performance along with higher volumes, price realization, and the addition of a new product, iron ore, in our Logistics segment drove record Adjusted EBITDA and operating cash flow. We delivered $275.4 million of Adjusted EBITDA in 2021¹, the highest in the Company’s history, exceeding our revised guidance range of $255 million to $265 million. Additionally, we generated $233.1 million in operating cash flow, which was also above our revised guidance range of $209 million to $224 million. Our long-term, take-or-pay coke contracts continue to provide stability to our coke operations, which now also include a new five-year take-or-pay contract with Algoma Steel beginning in 2022, with average sales of approximately 150 thousand tons of blast furnace coke per year. This new contract addresses a portion of the Company’s un-contracted coke tonnage for the next five years and provides further customer diversification

We successfully executed a major debt refinancing which allowed us to achieve annual interest rate savings of approximately $17 million and extend our debt maturities significantly. This debt refinancing is a significant step toward matching the Company’s capital structure with our operating plants. From a capital allocation perspective, we deployed our operating cash flow to reduce our gross debt by approximately $64 million in 2021. Additionally, we returned meaningful capital of $20 million to our stockholders through the declaration and payment of a $0.24 per share annual dividend, and we anticipate this dividend to continue in 2022.

Safety is our first priority, and our 2021 performance was the Company’s best since 2016, despite the challenges of COVID-19. SunCoke’s year-over-year safety performance is consistently better than steel and coal markets. Adjusted EBITDAcoke industry-wide rates, demonstrating our strong commitment to safety, and we set our safety target, for 2017 was $234.7 million, an 8% improvement over 2016 and at the higher endpurposes of our guidanceannual incentive plan, better than industry benchmarks. Our excellent safety record is best understood in comparison to investors. Operating Cash Flowindustry-wide safety performance. Our Total Recordable Incident Rate (“TRIR”) was 0.76 for 2021. For comparison, the most recent data from the Bureau of $148.5 million, although lower than an exceptional year in 2016, remained strong.Labor Statistics reports the overall TRIR for Petroleum and Coal (Coke) Products Manufacturing is 3.1, and for the Iron and Steel Mills Sector is 2.1.

Environmental performance has always been central to our operations, and the Company continues to utilize actual, measurable environmental performance for the compensation program—as it has done since the Company’s inception. Our 2021 performance was outstanding, achieving the maximum metrics and continuing our consistent, strong results from both 2020 and 2019 as well.

Our domestic coke making operations produced operating results in line with expectations. 2021 PERFORMANCE HIGHLIGHTS

The impacts associated with our continued Indiana Harbor oven rebuild campaign offset benefits from the remainderfocus of our domestic cokeexecutive team and Brazil cokemaking facilities. Logistics revenueemployees on the Company’s long-term success was evidenced by significant performance achievements and earnings were alsoadvancement of strategic goals in line with expectations.2021. We captured several new business growth opportunities handling petcoke and aggregates at our Convent Terminal, broadeningmade substantial progress towards diversifying our customer base, further strengthening our capital structure, and leveraging this strategically positioned asset.returning capital to stockholders. The foundation for these accomplishments was first-rate, consistent operational execution, including strong safety and environmental performance.

The following chart illustratesHere is a summary of our historical earnings, cash generation and Total Shareholder Return (TSR).major accomplishments during 2021:

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 measures 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.

Delivered record-setting financial performance		•   Achieved the highest consolidated Adjusted EBITDA in SunCoke’s history ($275.4 million) •   Exceeded revised guidance range ($255 to $265 million) due to excellent domestic coke performance as well as higher volumes, price realization and a new product at the Convent Marine Terminal
Supported full capacity utilization of cokemaking assets via export and foundry sales		•   Our domestic coke fleet operated at full capacity •   Successfully entered and participated in foundry and export coke markets, and developed strong customer relationships in both markets •   Successfully executed on our contracted coke sales and signed a new five-year take-or-pay furnace coke contract with Algoma Steel with average annual sales volumes of approximately 150,000 tons
Further stabilized and strengthened SunCoke’s capital structure		•   Lowered gross debt by approximately $64 million, resulting in current gross leverage ratio of 2.3x, on a last twelve months basis •   Executed debt refinancing that achieved an annual interest rate savings of approximately $17 million •   Extended the maturity of outstanding notes by four years and extended revolving credit facility maturity by two years
Returned meaningful capital to stockholders		•   Declared and paid $0.24 per share annual dividend, returning $20 million to stockholders, and we anticipate this dividend to continue in 2022
Demonstrated strong commitment to safety and environmental		•   Continued to deliver strong safety and operational excellence, with safety performance significantly better than industry-wide rates •   Demonstrated rigorous environmental compliance and contributed to lower carbon steelmaking by providing high-quality, high strength coke that lowers need for carbon-intensive fuels in blast furnace

ChangesResponding to our Executive Compensation ProgramsCOVID-19

At SunCoke, our response to the COVID-19 pandemic has been protecting the health and safety of our employees and contractors by ensuring COVID-19 does not spread in the workplace. Our COVID-19 Task Force, established in 2020, continued to monitor and implement federal, state, and local guidelines, including those from the Centers for Disease Control and Prevention (CDC). We have also applied specific protocols and work practices to further safeguard our employees. SunCoke’s Board and its committees regularly review our COVID-19 response, including enhanced health and safety measures for our workforce.

Historical Financial Performance

We delivered strong financial and operating performance in 2021 and have met or beat our guidance in each of the last six years. Despite this consistent financial performance, SunCoke’s stock price does experience volatility caused primarily by steel industry outlook factors. Because our stock price is highly correlated with that of our customers, this steel industry outlook and our customer’s performance can create a disconnect between the Company’s operating results and stock price.

Shareholder Engagement

The Company values feedback from all of its stockholders and regularly engages with them both at conferences and one-on-one. We believe this approach to engaging proactively and openly drives increased accountability, well-rounded decision-making, and ultimately furthers creation of long-term value. During 2017,2021, we engaged with 78 investors, via audiovisual conferences. In addition, the Company’s President and Chief Executive Officer and others regularly engage in dialogue with stockholders through the Company’s quarterly earnings call.

The Company implemented the following changes to ourreceived no recommendations on executive compensation plans:from stockholders in 2021. In addition, our “Say on Pay” vote in 2021 received 93.4% support from stockholders.

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