John Quanci

About John F. Quanci

Vice President, Engineering & Technology, and Chief Technology Officer at SunCoke Energy (SXC). His annual incentive pay is driven by company-level Adjusted EBITDA, operating cash flow, safety (TRIR), and environmental compliance metrics, reflecting a strict pay-for-performance ethos . Company performance during 2024 included Net Income of $95.9 million, Adjusted EBITDA of $272.8 million, and cumulative TSR value of $213 for a hypothetical $100 investment, underpinning robust AIP payouts to NEOs . SunCoke’s 2024 Say‑on‑Pay support was 95.1%, indicating strong shareholder alignment with compensation programs .

Fixed Compensation

Multi-year cash compensation and perquisites:

Performance Compensation

Annual Incentive Plan (AIP) structure and 2024 outcomes

Long-Term Incentives (2024 grants and plan design)

Detail of long-term performance targets (2024–2026):

Historical PSU payouts to NEOs (context): 2022–2024 PSU cycle paid 230.6% with TSR modifier of 1.153×; EBITDA and ROIC both achieved maximums . 2021–2023 PSU cycle paid 216.7% with TSR modifier of 1.083× .

Equity Ownership & Alignment

Beneficial ownership and equity breakdown

Outstanding and unvested awards (12/31/2024):

Ownership guidelines and alignment practices:

• VP stock ownership guideline: 1× base salary; must hold at least 50% of vested shares (net of taxes) until meeting the guideline; all executives met or are on track as of 12/31/2024 .
• Hedging and pledging prohibited for all directors and employees; no short sales or derivatives; no margin accounts .
• Clawbacks: NYSE-compliant financial restatement clawback policy (3-year lookback) plus conduct-based recoupment for policy violations or detrimental conduct (3-year lookback) .

Vesting calendar for John Quanci (forward visibility)

Employment Terms

Severance and change-of-control protections:

• Executive Involuntary Severance Plan: for VPs, 1× (base salary + target annual incentive), medical continuation at active rates for ~1 year, life insurance continuation, prorated AIP if terminated after Q1, and outplacement; requires a release .
• Special Executive Severance Plan (double-trigger within two years of a change in control): lump sum 2× (base salary + greater of target AIP or 3-year average AIP), 2 years medical/dental/vision continuation at active rates, life insurance continuation, and outplacement; 280G parachute cutback if value-maximizing .

Equity treatment on termination:

• RSUs: fully vest upon death/disability; continue vesting upon retirement per schedule (no proration if retirement after year following grant) .
• PSUs/LTI Cash: death/disability vest at target; retirement prorated monthly and paid at performance; certain executives age ≥65 with ≥5 years credited service vest without proration and pay at performance .
• Options: continue vesting upon retirement after grant year; accelerated on death/disability or qualifying termination post-CIC; exercisable windows per plan .

Illustrative potential payments (as of 12/31/2024):

• Death/Disability total: $1,056,213 (includes RSUs $346,798; options $41,112; AIP $459,589; LTI cash $208,714) .
• Termination prior to CIC total: $1,753,644 (cash severance $753,693; AIP $459,589; benefits continuation $36,739; RSUs $346,798; options $41,112; LTI cash $106,813; outplacement $8,900) .
• Termination in connection with CIC total: $2,627,303 (cash severance $1,507,386; AIP $459,589; benefits continuation $50,097; RSUs $346,798; options $41,112; LTI cash $213,421; outplacement $8,900) .

Deferred compensation (SRP):

• 2024 executive deferrals $37,597; Company contributions $60,156; year-end balance $868,256 .

Investment Implications

• Pay-for-performance linkage is tight: Quanci’s 2024 bonus rose to $459,589 on a 148.1% AIP payout driven by above-target EBITDA, strong cash flow, best-in-class safety (TRIR 0.50), and maximum environmental performance—supportive of execution quality signals, with low discretion applied by the committee .
• Retention risk appears contained: VP severance of 1× salary+bonus, double-trigger CIC economics, and substantial unvested RSUs through 2027 create meaningful retention hooks; no individual employment contract suggests standardized protections without outsized handcuffs .
• Insider selling pressure looks modest: hedging and pledging are prohibited; option overhang is limited with staggered expiries (nearest 2/18/2025) and small exercisable counts; RSU vesting cadence is moderate and subject to holding requirements until guidelines are met .
• Alignment and governance are favorable: strict ownership guidelines, comprehensive clawbacks, and strong Say‑on‑Pay support (95.1% in 2024) point to shareholder-friendly design and risk controls tied to EBITDA and ROIC across short- and long-term plans .

Appendix: Company performance context

Compensation peer group methodology emphasizes EBITDA comparability; SXC ranks ~38–54th percentile depending on period, supporting median-targeting pay practices and avoiding revenue distortions due to pass-through contracts .