Arthur Anton
SunCoke EnergyAbout Arthur F. Anton
Independent non‑executive Chairman of the Board at SunCoke Energy (SXC); age 67; director since 2020 and appointed non‑executive Chairman effective January 1, 2021. He is deemed independent under NYSE and SEC rules; the Board maintains separate Chair and CEO roles, with Anton serving as independent Chair. Anton brings deep operational and financial leadership experience from Swagelok (CEO 2004–2017; Chairman 2017–2019) and Ernst & Young (former Partner). He is standing for re‑election to a term expiring at the 2028 annual meeting.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Swagelok Company | Chairman of the Board | Sep 2017–Dec 2019 | Oversaw large global fluid systems manufacturer; strategic oversight |
| Swagelok Company | Chief Executive Officer; President & CEO | 2004–2017 | Led domestic/international manufacturing and distribution; significant steel industry experience |
| Swagelok Company | President & Chief Operating Officer | 2001–2004 | Operational leadership, process optimization |
| Swagelok Company | Executive Vice President | 2000–2001 | Senior management responsibilities |
| Swagelok Company | Chief Financial Officer | 1998–2000 | Financial oversight; capital allocation |
| Ernst & Young LLP | Partner | Pre‑1998 | Consulted across manufacturing, energy, service industries; financial expertise |
| University Hospitals Health System (Cleveland) | Chairman (prior role) | N/A | Health system board leadership |
External Roles
| Company | Role | Committee Assignments | Notes |
|---|---|---|---|
| Olympic Steel (NASDAQ: ZEUS) | Lead Independent Director | Audit & Compliance; Compensation | Current public company directorship |
| Sherwin‑Williams (NYSE: SHW) | Director | Audit Committee | Current public company directorship |
| Diebold Nixdorf (NYSE: DBD) | Director | Audit Committee (Chair); Nominating & Governance | Current public company directorship |
| Olympic Steel (historical tie via SXC director) | — | — | Fellow SXC director Ralph M. Della Ratta served on Olympic Steel’s board 2004–2020, indicating historic network linkage (not concurrent). |
Board Governance
- Board leadership: Independent, non‑executive Chairman (Anton); separate CEO and Chair roles to enhance oversight and reduce compensation/succession conflicts. Independent directors meet in executive session; Anton presides.
- Independence: 6 of 7 directors are independent; Audit, Compensation, and Governance committees composed entirely of independent directors; Anton qualifies as independent.
- Committee assignments (Anton): Compensation Committee member; Governance Committee member.
- Committee cadence and Board engagement:
- Board met 8 times in FY 2024; each director attended >75% of Board and applicable committee meetings; all directors attended the 2024 annual meeting.
- Audit Committee met 8 times; Compensation Committee met 5 times; Governance Committee met 4 times.
- Related‑party transactions: No related person transactions requiring Item 404 disclosure in 2024; robust related party review policy overseen by Governance Committee.
Fixed Compensation
| Component | Amount | Notes |
|---|---|---|
| Annual Board Retainer (Cash) | $90,000 | No meeting fees; directors may elect to take cash retainers in shares. |
| Annual Board Retainer (Stock) | $130,000 | Delivered in Common Stock or RSUs/deferred share units at director’s election. |
| Non‑Executive Chairman Retainer | $100,000 | Additional annual retainer for Chair role (Anton). |
| Audit Committee Chair Fee | $25,000 | Program structure (not applicable to Anton). |
| Compensation Committee Chair Fee | $20,000 | Program structure (not applicable to Anton). |
| Governance Committee Chair Fee | $15,000 | Program structure (not applicable to Anton). |
| Audit Committee Member Retainer | $10,000 | Program structure. |
| 2024 Director Compensation (Anton) | Amount ($) |
|---|---|
| Fees Earned or Paid in Cash | 185,000 |
| Stock Awards (Grant‑Date Fair Value) | 130,000 |
| Option Awards | — |
| Non‑Equity Incentive Plan Comp | — |
| Nonqualified Deferred Comp Earnings | — |
| All Other Compensation | — |
| Total | 315,000 |
Additional program details:
- Retainer paid in shares/share units available; dividend equivalents accrue on share units and settle upon board departure.
- Director stock ownership guideline: ≥5x annual cash retainer; five‑year phase‑in to comply.
Performance Compensation
| Performance‑Linked Elements in Director Pay | Detail |
|---|---|
| Annual/Long‑Term performance metrics | Not used for director compensation; program is retainer‑based (cash and equity), with no meeting fees. |
| Stock options in 2024 | None granted to directors; Anton had no option awards in 2024. |
| Equity form | Common Stock or RSUs/deferred share units; no performance conditions tied to director equity. |
Other Directorships & Interlocks
| Category | Detail |
|---|---|
| Current public boards | Olympic Steel (Lead Independent Director), Sherwin‑Williams (Audit Committee), Diebold Nixdorf (Audit Chair; Nominating & Governance). |
| Committee leadership externally | Audit Chair (DBD); Lead Independent Director (ZEUS). |
| Potential interlocks | Historical link to Olympic Steel via SXC director Ralph Della Ratta’s prior service (2004–2020); no current overlapping directorship disclosed. |
| Compensation Committee interlocks | None disclosed; no SXC executive served on other boards’ compensation committees where any SXC director was an executive. |
Expertise & Qualifications
- Operational leadership in manufacturing (Swagelok CEO/Chair); strategic planning and distribution experience; significant steel industry familiarity.
- Financial expertise as former CFO (Swagelok) and Partner at Ernst & Young; audit and governance acumen reflected in external Audit Chair roles.
- Board‑level governance and risk oversight experience; currently independent Chair at SXC.
Equity Ownership
| Holder | Shares of Common Stock | Right to Acquire within 60 Days | Total | % of Outstanding |
|---|---|---|---|---|
| Arthur F. Anton | 85,490 | — | 85,490 | <1% (*) |
Breakdown/notes:
- Deferred share units held: 25,983 units (counted toward ownership guidelines; no voting rights; settled in Common Stock upon board departure).
- Insider trading policy prohibits hedging, short sales, and pledging/margin accounts for directors.
Governance Assessment
- Strengths: Independent Chair role enhances board oversight and reduces CEO/compensation conflicts; fully independent key committees; strong attendance and active committee cadence; prohibition on hedging/pledging and robust clawback policy; director ownership guideline set at 5x cash retainer to align incentives.
- Alignment & incentives: Anton receives a balanced mix of cash retainer and equity ($185k cash; $130k stock in 2024), plus Chair retainer ($100k), which supports alignment without performance gaming.
- Independence & conflicts: No related person transactions in 2024; Compensation Committee reports no interlocks; related‑party policy overseen by Governance Committee.
- Engagement & investor signals: Board met 8 times with >75% attendance; all directors attended the 2024 annual meeting. Say‑on‑pay received 95.1% support in 2024, indicating strong shareholder backing of compensation governance.
- Watch‑items: Multiple outside public company board commitments (ZEUS, SHW, DBD) necessitate ongoing monitoring versus SXC’s limits on outside board/audit committee service; no red‑flag disclosures currently.