Martha Carnes
SunCoke EnergyAbout Martha Z. Carnes
Independent director of SunCoke Energy, Inc. (SXC), age 64, serving since 2019; currently Audit Committee Chair and designated financial expert . Career background includes 34 years at PwC as Assurance Partner, Houston Managing Partner, and U.S. Energy & Mining Leader, providing deep accounting, capital markets, and energy-sector expertise .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| PricewaterhouseCoopers (PwC) | Assurance Partner; Houston Managing Partner; U.S. Energy & Mining Leader | 1982–2016 | Led energy/mining assurance, tax and advisory; directed market/sector strategies, compensation, succession planning; capital markets audit leadership on large energy M&A |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Core Laboratories Inc. (NYSE: CLB) | Lead Independent Director; Audit Committee Chair | Current | Board leadership; audit oversight |
| Matrix Service Company (NASDAQ: MTRX) | Director; Audit Chair; member Compensation; Nominating & Corporate Governance | Current | Financial oversight; pay and governance committee work |
| Ohio Valley Midstream, LLC | Member Representative | Current | Midstream governance/representation |
Board Governance
- Committees: Audit Chair; not on Compensation or Governance committees .
- Financial Expert: Identified as audit financial expert (asterisked) .
- Independence: Board determined all non-executive directors (including Carnes) are independent under NYSE/SEC rules .
- Attendance: Board met 8 times in 2024; each director >75% attendance across Board and Committee meetings; all directors attended the 2024 Annual Meeting .
- Executive sessions: Independent directors met in executive session 5 times in 2024 .
- Audit Committee activity: Met 8 times in 2024; issued Audit Committee Report signed by Chair Martha Z. Carnes .
Fixed Compensation
| Component | Structure/Amount | Source |
|---|---|---|
| Annual Board Retainer (Cash) | $90,000 program level | |
| Annual Board Retainer (Stock) | $130,000 program level (typically RSUs/share units) | |
| Audit Committee Chair Retainer | $25,000 program level | |
| Audit Committee Member Retainer | $10,000 program level (for members) | |
| Carnes – 2024 Cash Fees | $115,000 (consistent with Board cash retainer + Audit Chair fee) | |
| Carnes – 2024 Stock Awards (Fair Value) | $130,000 | |
| Carnes – 2024 Total Director Compensation | $245,000 | |
| Meeting Fees | None (company does not pay meeting fees) |
Additional detail:
- Directors can elect to receive cash retainers in shares or share units; share units accrue dividend equivalents and settle upon board departure per election .
- Stock ownership guideline: 5x annual cash retainer; five-year phase-in; as of 12/31/2024, independent directors with five+ years of service are compliant (Carnes appointed 2019) .
Performance Compensation
| Element | Terms | Metrics |
|---|---|---|
| Director Equity Retainer | Annual stock portion delivered as Common Stock, RSUs, or share units; not performance-conditioned | None (no director performance metrics disclosed) |
Notes:
- No options or performance-based awards disclosed for independent directors; the director 2024 table shows no option awards for directors .
- Director pay is not tied to EBITDA/TSR; those metrics apply to executives, not directors .
Other Directorships & Interlocks
| Company | Relationship to SXC | Potential Interlock/Conflict Commentary |
|---|---|---|
| Core Laboratories Inc. | Oilfield services; no disclosed SXC transactions | No related-party transactions reported for 2024; independence affirmed |
| Matrix Service Company | Industrial/Energy services; no disclosed SXC transactions | No related-party transactions reported for 2024; independence affirmed |
Expertise & Qualifications
- Finance/accounting leadership; energy/mining industry depth; capital markets and M&A audit partner experience .
- Strategic planning and leadership across compensation, development, succession, client initiatives .
- Board-level audit oversight across multiple public companies .
Equity Ownership
| Item | Amount | Notes |
|---|---|---|
| Beneficial Ownership (Common Stock) | 97,779 shares (as of 3/31/2025) | |
| Deferred Share Units (Director Plan) | 56,235 units (count toward guideline, no voting rights) | |
| RSUs (Outstanding) | 39,150 RSUs (settle in stock after service; no voting rights) | |
| Ownership % of Outstanding | <1% (company indicates “*” less than one percent) | |
| Hedging/Pledging | Prohibited for directors under Insider Trading Policy (no hedging, short sales, or pledging) | |
| Stock Ownership Guideline | 5x cash retainer; directors with ≥5 years compliant (includes Carnes) |
Governance Assessment
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Strengths:
- Audit Chair and financial expert, enhancing financial reporting oversight and cyber-risk oversight per charter updates; Audit Committee met 8 times and issued report signed by Carnes .
- Clear independence and robust board governance practices (independent chair; separate CEO/Chair; annual evaluations; executive sessions) .
- Director compensation aligned via equity retainer and ownership guidelines; no meeting fees; external benchmarking by independent consultant Meridian .
- Strong policies: hedging/pledging prohibitions; clawback policy adopted per SEC/NYSE; conduct-based recoupment .
- No related-party transactions in 2024; strong say‑on‑pay support (95.1% in 2024), indicating investor alignment on compensation practices .
-
Monitoring points:
- Multiple audit chair roles externally increase workload; SXC has limitations on outside board/audit committee service, but no noncompliance disclosed .
- Continued oversight of evolving cybersecurity and sustainability disclosures via Audit Committee mandate .
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Red flags: None disclosed for Carnes; no hedging/pledging; no related-party transactions; attendance above threshold .