Mark Marinko
SunCoke EnergyAbout Mark Marinko
Mark W. Marinko, age 63 as of February 21, 2025, is Senior Vice President and Chief Financial Officer of SunCoke Energy, appointed in March 2022; he previously served as CFO of Great Lakes Dredge & Dock Corporation and President of the Consumer Services division at TransUnion, LLC . Under his finance leadership, SunCoke delivered 2024 Adjusted EBITDA of $272.8 million, net income of $95.9 million, and a TSR value-of-$100 investment of $213 vs. $252 for the peer index, supporting a 148.1% AIP payout driven by EBITDA, cash flow, safety, and environmental performance . He signs and certifies SunCoke’s internal control effectiveness and financial reporting compliance in the 10‑K, indicating direct accountability for financial governance .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Great Lakes Dredge & Dock Corporation | Senior Vice President & Chief Financial Officer | Not disclosed | Finance leadership at the largest U.S. dredging company, overseeing capital and controls for a heavy civil business . |
| TransUnion, LLC | President, Consumer Services Division | Not disclosed | Led consumer services at a global information and decision-processing firm, scaling products and profitability . |
External Roles
- No public directorships or external governance roles disclosed for Mr. Marinko. Skip.
Fixed Compensation
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Base Salary ($) | 391,667 | 470,000 | 488,800 |
| Target AIP (% of Salary) | Not disclosed | Not disclosed | 75% |
| AIP Bonus Paid ($) | 487,111 | 470,129 | 542,898 |
| Stock Awards ($ grant-date fair value) | 352,488 | 359,749 | 381,091 |
| All Other Compensation ($) | 15,403 | 76,654 | 76,510 |
| Total Compensation ($) | 1,246,669 | 1,376,532 | 1,724,299 |
Performance Compensation
Annual Incentive Plan (AIP) – 2024
| Metric | Weight | Threshold | Target | Maximum | Actual | Weighted % of Target |
|---|---|---|---|---|---|---|
| Adjusted EBITDA ($MM) | 70% | 198.00 | 247.50 | 272.25 | 260.70 | 107.50% |
| Operating Cash Flow ($MM) | 10% | 140.60 | 190.00 | 214.70 | 196.50 | 12.60% |
| Safety (TRIR) | 10% | 1.10 | 0.80 | 0.30 | 0.50 | 13.00% |
| Environmental | 10% | Comprehensive Assessment | Comprehensive Assessment | Comprehensive Assessment | 150.00% | 15.00% |
| Total Payout Factor | 148.10% | |||||
| Mr. Marinko – Target AIP ($) | 366,600 | |||||
| Mr. Marinko – Actual AIP Paid ($) | 542,898 |
AIP metrics and weights emphasize EBITDA (70%), cash generation (10%), and rigorous safety/environmental measures, reinforcing pay-for-performance and operational discipline .
Long-Term Incentives – Grant and Vesting
| Award Type | Grant Date | Units (Target) | Units (Max) | Vesting Terms | Performance Metrics |
|---|---|---|---|---|---|
| PSUs (2024–2026) – Marinko | 02/22/2024 | 11,400 | 27,360 | Cliff vests after 3 years; payout 0–200% of target; TSR modifier ±20%; death/disability accelerate to target; retirement pro-rata or continued vesting per age/service . | 50% cumulative Adjusted EBITDA: Threshold $546.2m; Target $682.8m; Max $730.5m; 50% avg pre-tax ROIC: Threshold 14.7%; Target 18.4%; Max 19.7% . |
| RSUs – Marinko | 02/22/2024 | 22,799 | N/A | Time-based; vest one-third annually on each of the first, second, and third anniversaries of grant; retirement continuation rules apply; accelerate on death/disability or qualifying termination after CIC . |
Long-Term Incentive Outcomes
| Program | Performance Period | Metrics & Result | TSR Modifier | Final Payout |
|---|---|---|---|---|
| PSUs (LTPEP) | 2022–2024 | EBITDA 839.3 vs. max 749.0 (200%); avg pre-tax ROIC 14.1% vs. max 12.0% (200%) . | 1.153x (relative to NASDAQ Iron & Steel Index), capped at 240% . | 230.6% . |
| Long-Term Cash | 2022–2024 | Same EBITDA and ROIC metrics; no TSR modifier . | N/A | 200.0% . |
Equity Ownership & Alignment
| Item | Value |
|---|---|
| Beneficial Ownership (Common Shares) | 61,705 shares; less than 1% of outstanding . |
| Rights to Acquire Within 60 Days | None disclosed for Marinko . |
| Unvested RSUs (as of 12/31/2024) | 48,527 units; market value $519,239 at $10.70/share . |
| Unearned PSUs (Target, as of 12/31/2024) | 24,103 units; market value $257,902 at $10.70/share . |
| Options | None outstanding for Marinko . |
| Stock Ownership Guidelines | SVP: 3× base salary; executives must hold vested shares until compliant; 5-year compliance window; all executives have met or are on track . |
| Hedging & Pledging | Prohibited: no short sales, derivatives, hedging, or pledging/margin accounts under Insider Trading Policy . |
| Clawbacks | NYSE/SEC-compliant recoupment policy for financial restatements; conduct-based forfeiture/recoupment over prior 3 years for misconduct . |
Vesting cadence: RSUs vest annually on each of the first three anniversaries of 02/22/2024; PSUs (2024–2026) vest at the end of the 3-year period subject to performance and TSR modifier .
Employment Terms
| Provision | Key Terms |
|---|---|
| Executive Involuntary Severance Plan | For SVP: 1.5× base salary + target annual incentive, paid in installments; prorated current-year AIP if terminated after Q1; medical continuation at active rates; life insurance; outplacement; subject to release . |
| Special Executive Severance (Change in Control) | Lump sum: 2× base salary + greater of target AIP or 3-year average AIP; prorated current-year AIP if after Q1; 2 years medical/dental/vision at active rates; life insurance; outplacement; cutback if 280G excise tax to optimize after-tax outcome; double-trigger eligibility within 2 years post-CIC for good reason/termination . |
| Omnibus LTI Plan (Equity/Cash) | Equity accelerates on qualifying termination within 24 months post-CIC; options exercisable post-termination per plan; RSUs accelerate upon death/disability; PSUs vest at target on death/disability; retirement provisions provide pro-rata or continued vesting based on age/service thresholds . |
| Potential Payments (Illustrative at 12/31/2024) | Termination prior to CIC: $2,664,353 total; Termination in connection with CIC: $3,362,371 total; components include cash severance ($1,283,100 pre-CIC; $1,710,080 CIC), AIP ($542,898), benefits continuation, RSU/PSU values, long-term cash, and $8,900 outplacement . |
| Individual Contracts | No individual employment contracts or individual CIC agreements beyond plans; no tax gross-ups; double trigger required for CIC cash severance . |
Investment Implications
- Pay-for-performance alignment is strong: AIP is 70% EBITDA, 10% OCF, and 20% safety/environmental; 2024 payout at 148.1% reflects disciplined operating leverage and cash conversion, signaling incentives tied to value creation rather than revenue volatility .
- Retention risk appears moderated by multi-year vesting and CIC protections: RSUs vest annually; PSUs and long-term cash awards vest over 3 years with ROIC and EBITDA gates; double-trigger CIC severance and equity vesting reduce flight risk during strategic transactions .
- Ownership and governance controls reduce misalignment risk: SVP 3× salary ownership guideline, anti-hedging/anti-pledging, and clawbacks limit opportunistic trading and enforce accountability; Marinko’s direct stake (61,705 shares) provides skin-in-the-game albeit below 1% .
- Potential near-term selling pressure: Standard vesting anniversaries (e.g., 02/22/2025, 02/22/2026, 02/22/2027 for RSUs) create periodic liquidity windows; monitor Form 4s around these dates given policy-compliant trading windows .
- Benchmarking and say-on-pay support mitigate pay inflation risk: Peer group anchored on EBITDA comparability; 2024 say-on-pay approval at 95.1% suggests shareholders view pay practices as reasonable, limiting governance overhang .
Appendix: Additional Data
Beneficial Ownership (as of March 31, 2025)
| Name | Shares | Right to Acquire Within 60 Days | Total | % Outstanding |
|---|---|---|---|---|
| Mark W. Marinko | 61,705 | — | 61,705 | * (<1%) |
2024 Outstanding Equity (as of 12/31/2024)
| Item | Quantity | Market Value Basis |
|---|---|---|
| Unvested RSUs | 48,527 | $519,239 at $10.70/share |
| Unearned PSUs (Target) | 24,103 | $257,902 at $10.70/share |
| Options | None | N/A |
Nonqualified Deferred Compensation (SRP) – 2024
| Executive Contributions ($) | Registrant Contributions ($) | Aggregate Earnings ($) | Balance 12/31/2024 ($) |
|---|---|---|---|
| 30,569 | 48,910 | 38,885 | 205,984 |
Company Performance Context (for incentive metrics)
- Adjusted EBITDA 2024: $272.8m .
- Operating Cash Flow 2024: $168.8m; included $36m payment to DOL and related $8.3m cash tax benefit .
- TRIR 2024: 0.50, best-in-class relative to industry benchmarks .
- Dividend increased 20% to $0.12/share; $37.6m returned; gross leverage 1.83× LTM EBITDA .
Certifications: Mr. Marinko signed and certified 2024 and 2025 10‑Ks as Principal Financial Officer, underscoring responsibility for controls and disclosures .