SUNCOKE ENERGY INC (SXC)
Sector: Materials
2026 Annual Meeting Analysis
SUNCOKE ENERGY INC · Meeting: May 14, 2026
Directors FOR
0
Directors AGAINST
2
Say on Pay
FOR
Auditor
AGAINST
Director Elections
Election of Directors
Against Analysis
Ms. Carnes has served since 2019 and her tenure fully overlaps the 3-year period during which SunCoke's stock fell 14.3% while the company's own compensation peer group gained a median of 29.5%, a gap of 43.8 percentage points that exceeds the 20-point threshold for companies with negative absolute returns; the 5-year check does not provide relief because SunCoke's 5-year gain of 19.4% still trails the peer median by 20.6 percentage points, which meets the threshold for the low-positive 5-year TSR tier, so the AGAINST vote stands.
Ms. Gates joined the board in January 2023, which is more than 24 months before the 2026 annual meeting, so she is not exempt from the TSR trigger; SunCoke's 3-year stock return of -14.3% trailed the company's own peer group median of +29.5% by 43.8 percentage points, well above the 20-point threshold applicable to companies with negative absolute returns, and the 5-year check does not provide relief since the 5-year gap of 20.6 percentage points meets the threshold for the low-positive 5-year tier; as CEO and executive director she is subject to the same TSR accountability standard as independent directors, making an AGAINST vote appropriate independent of any Say on Pay determination.
For Analysis
Both director nominees — Martha Z. Carnes (director since 2019) and Katherine T. Gates (director since January 2023, CEO since May 2024) — are voted AGAINST because SunCoke's 3-year stock return of -14.3% underperformed the company's own compensation peer group median of +29.5% by 43.8 percentage points, far exceeding the 20-point trigger for negative absolute TSR; the 5-year supplementary check does not rescue either director because the 5-year gap of 20.6 points also meets the applicable threshold.
Say on Pay
✓ FORCEO
Katherine T. Gates
Total Comp
$4,401,365
Prior Support
96.0%%
CEO Katherine T. Gates received total compensation of $4,401,365 for 2025, which is reasonable for a CEO at a Basic Materials company with a market cap of approximately $555 million and does not appear materially above benchmark for her title, sector, and market cap band; the pay program is well-structured with over 70% of CEO compensation being performance-based (annual cash incentive plus equity awards plus long-term performance cash), incentive metrics include multi-year financial targets (3-year cumulative Adjusted EBITDA and ROIC) and a TSR modifier tied to the NASDAQ Iron and Steel Index, and actual payouts were below target (73.66% of annual incentive target and 71.6% of the 2023-2025 performance share payout), which demonstrates that the incentive plan is working as designed and not paying above-target bonuses during a period of stock underperformance; the company has a robust clawback policy, strong prior-year shareholder support of 96%, and no red flags in pay mix or governance practices.
Auditor Ratification
✗ AGAINSTAuditor
KPMG LLP
Tenure
N/A
Audit Fees
$2,137,625
Non-Audit Fees
$863,201
Non-audit fees (audit-related fees of $158,201 plus tax fees of $690,000 plus all other fees of $15,000 = $863,201) represent approximately 40% of core audit fees of $2,137,625, which is below the 50% threshold that would trigger a No vote; KPMG's tenure is not disclosed in the proxy, and per policy a No vote on tenure requires confirmed data, so the tenure trigger does not fire; no material restatements are disclosed and KPMG is a Big 4 firm appropriate for SunCoke's size, so the vote is FOR.
Overall Assessment
At SunCoke Energy's 2026 annual meeting, both director nominees are voted AGAINST because the company's 3-year stock return of -14.3% lagged the company's own peer group median by 43.8 percentage points — far exceeding the accountability threshold — and the 5-year supplementary check does not rescue either director; the Say on Pay vote is FOR because CEO pay is reasonably structured with meaningful performance conditions that actually reduced payouts below target in 2025, and the auditor ratification is FOR because KPMG's non-audit fee ratio of approximately 40% stays below the 50% independence threshold.
Compensation Peer Group
16 companies disclosed in 2026 proxy filing