Andrei Mikhalevsky
SunCoke EnergyAbout Andrei A. Mikhalevsky
Independent director of SunCoke Energy, Inc. (SXC); age 70; director since February 23, 2023. Former President & CEO of California Dairies, Inc., with 40+ years of leadership across global manufacturing, marketing, and business development, including senior roles at Fonterra, Campbell Soup, Georgia‑Pacific, and Symrise; experienced in trade advocacy and congressional testimony. Currently serves on SXC’s Compensation and Governance Committees; not a committee chair. Independent under NYSE/SEC rules.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| California Dairies, Inc. | President & Chief Executive Officer | Not disclosed | Led large dairy cooperative operations and strategy |
| Fonterra Cooperative Group Ltd. | Managing Director, Global Ingredients & Foodservices | Not disclosed | Built global customer partnerships; oversaw R&I and LATAM branded business |
| Campbell Soup Company | Senior executive roles | Not disclosed | Global manufacturing/marketing leadership |
| Georgia‑Pacific Corp. | Senior executive roles | Not disclosed | Global manufacturing/marketing leadership |
| Symrise Inc. | Senior executive roles | Not disclosed | Global manufacturing/marketing leadership |
External Roles
| Organization | Role | Public/Private | Tenure | Notes |
|---|---|---|---|---|
| Foremost Farms | Director | Private cooperative | Since 2024 | Dairy industry board service |
Board Governance
- Committee assignments: Compensation Committee (member), Governance Committee (member); not a chair. Compensation Committee met 5x in 2024; Governance Committee met 4x. All three standing committees are fully independent.
- Independence: Board determined all non‑executive directors (including Mikhalevsky) are independent under NYSE/SEC rules; Board has independent, non‑executive Chair; CEO and Chair roles are separated.
- Attendance and engagement: Board held 8 meetings in 2024; each director attended >75% of combined Board/committee meetings; all directors attended the 2024 annual meeting. Independent directors held 5 executive sessions in 2024.
- Interlocks: No Compensation Committee interlocks or insider participation.
- Related‑party review: Policy in place; no related‑person transactions requiring Item 404 disclosure in 2024.
- Risk/cyber oversight: Audit Committee oversight of financial/cyber risks; Audit met 8x in 2024.
- Indemnification: Standard director indemnification with expense advancement.
Fixed Compensation (Director)
| Year | Cash Retainer ($) | Equity Retainer ($) | Committee/Chair Fees ($) | Total ($) |
|---|---|---|---|---|
| 2024 | 90,000 | 130,000 | 0 (not a chair; no Audit member fee) | 220,000 |
Program structure (for context): annual cash retainer $90,000 and stock retainer $130,000; Audit Chair $25,000, Compensation Chair $20,000, Governance Chair $15,000; Audit committee member $10,000; no meeting fees.
Performance Compensation (Director)
| Component | Exists for Directors? | Metrics/Terms |
|---|---|---|
| Annual performance bonus | No | SXC does not pay performance-based cash incentives to directors. |
| Option awards | None in 2024 | No option grants shown for directors. |
| Equity performance metrics | Not applicable | Annual equity is retainer stock/RSUs; not performance‑conditioned. |
Other Directorships & Interlocks
| Company | Exchange/Ticker | Role | Committee Roles | Interlock/Conflict Considerations |
|---|---|---|---|---|
| None disclosed (public company) | — | — | — | No public-company interlocks disclosed; no comp committee interlocks. |
Expertise & Qualifications
- Global manufacturing and marketing leadership; strategic planning and business development at scale.
- Trade advocacy and legislative engagement; testified before congressional committees/subcommittees.
- Board-level oversight across private companies and industry associations.
Equity Ownership
| Holder | Beneficial Ownership (Shares) | RSUs/Share Units | Right to Acquire (60 days) | % Outstanding | Hedging/Pledging |
|---|---|---|---|---|---|
| Andrei A. Mikhalevsky | 28,857 | 26,857 RSUs noted for directors under plan context | — | <1% | Company prohibits hedging/pledging by directors. |
Director stock ownership guidelines: 5x annual cash retainer ($90k) with a 5‑year phase‑in; directors with <5 years of service (including Mikhalevsky) have five years from appointment to meet the requirement.
Governance Assessment
-
Positives for investor confidence
- Independent director with relevant industrial and global operating expertise; serves on two core oversight committees.
- Strong board independence and leadership structure (independent Chair; fully independent committees).
- Solid engagement: >75% attendance for all directors; multiple executive sessions.
- Clean conflicts picture: no related‑party transactions in 2024; no compensation interlocks; anti‑hedging/pledging policy.
- Director pay structure is balanced (cash + equity), market‑benchmarked, without meeting fees or options; equity aligns interests.
- High Say‑on‑Pay support (95.1% in 2024), indicating shareholder alignment with compensation governance.
-
Watch items / potential red flags
- None disclosed specific to Mikhalevsky: no attendance shortfalls, no related‑party transactions, no hedging/pledging, no interlocks. Continued monitoring of equity accumulation against 5‑year ownership guideline (still within phase‑in).