Michael Hardesty - Senior Vice President, Commercial Operations, Business Development, Terminals and International Coke | SunCoke Energy (SXC) Executive Profile & Compensation

About Michael Hardesty

P. Michael Hardesty is SunCoke Energy’s Senior Vice President, Commercial Operations, Business Development, Terminals and International Coke, and is one of the company’s Named Executive Officers (NEOs) in 2024. Age, education, and start date are not disclosed in the proxy filings. Company performance during his NEO tenure includes Adjusted EBITDA of $268.8 million in 2023 and $272.8 million in 2024, operating cash flow of $249.0 million in 2023 and $168.8 million in 2024, and best-in-class safety (TRIR 0.99 in 2023 and 0.50 in 2024). The 2022–2024 PSU cycle paid out at 230.6% (TSR modifier 1.153), reflecting strong EBITDA/ROIC delivery; the 2021–2023 PSU cycle paid 216.7%.

Past Roles

Not disclosed in the available DEF 14A filings.

External Roles

Not disclosed in the available DEF 14A filings.

Fixed Compensation

Metric	2022	2023	2024
Annual Base Salary ($)	$458,945	$481,893	$501,168 (4% merit increase, Feb 2024)

Performance Compensation

Annual Incentive Plan (AIP) – Corporate Metrics and Results (2024)

Metric	Weighting	Threshold	Target	Maximum	Actual	Weighted % of Target Incentive Earned
Adjusted EBITDA ($MM)	70%	$198.0	$247.5	$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% (Committee formulaic result)	15.00%
Total	100%	—	—	—	—	148.10% (no discretionary adjustment)

Individual AIP Outcomes (2024)

Item	2024
Target Incentive (% of Salary)	75%
Target Award ($)	$375,876
Actual Award ($)	$556,635

Long-Term Incentives (Structure)

RSUs vest ratably over three years from grant date.
PSUs over three-year performance periods; 50% cumulative Adjusted EBITDA and 50% average pre-tax ROIC; TSR modifier ±20% vs NASDAQ Iron & Steel Index; payout cap 240%.

PSU Performance Outcomes

PSU Cycle	Adj. EBITDA Result vs Max	ROIC Result vs Max	TSR Modifier	Final Payout
2021–2023	200% (841.9 vs max 694.0)	200% (13.7% vs max 9.8%)	1.083	216.7%
2022–2024	200% (839.3 vs max 749.0)	200% (14.1% vs max 12.0%)	1.153	230.6%

Equity Ownership & Alignment

Beneficial Ownership (as of March 31, 2025)

Item	Shares
Shares of Common Stock	250,683
Right to Acquire within 60 days (options/RSUs)	39,073
Total	289,756
% of Outstanding	<1%

Outstanding Equity Awards (as of Dec 31, 2024)

Type	Detail	Amount
RSUs Unvested	Units	50,886
RSUs Unvested	Market Value ($) (at $10.70)	$544,480
PSUs Target (Unearned)	Units	24,713
PSUs Target (Unearned)	Market Value ($)	$264,429

Stock Options (Exercisable)

Exercise Price ($)	Expiration	Exercisable (#)
16.90	2/18/2025	19,950
9.85	2/15/2027	4,410
10.49	2/14/2028	14,126
9.87	2/13/2029	20,537

2024 Option Exercises & Stock Vested

Item	2024 Outcome
Option Exercises (# / $)	None
Shares Vested (# / $)	66,829 / $728,636

Ownership Policies

Ownership guidelines: SVP+ must hold 3× base salary; hold 100% of newly vested shares until compliant; executives are compliant or on track by end of guideline period (as of Dec 31, 2024).
Hedging and pledging prohibited; no short sales, puts/calls, collars, swaps; no pledging or margin accounts.

Deferred Compensation (SRP) – 2024

Item	Amount ($)
Executive Contributions	95,762
Company Contributions	68,918
Aggregate Earnings	151,097
Aggregate Balance (12/31/2024)	1,192,388

Employment Terms

Severance & Change-of-Control Economics (as of Dec 31, 2024)

Component	Death/Disability ($)	Termination Prior to CIC ($)	Termination with CIC ($)
Cash Severance	—	1,315,566	1,754,088
Annual Incentive (current year)	556,635	556,635	556,635
Health & Welfare Continuation	—	37,821	51,540
Stock Options Acceleration Value	23,761	23,761	23,761
RSUs Acceleration Value	544,480	544,480	544,480
PSUs Acceleration Value	264,429	154,523	293,154
Long-Term Cash Incentive	245,765	125,774	251,307
Outplacement	—	8,900	8,900
Total	1,635,070	2,767,460	3,483,866

Key plan terms: Executive Involuntary Severance Plan (SVP multiple = 1.5× salary+target bonus; proration and benefits continuation), Special Executive Severance Plan (double-trigger within 2 years of CIC; 2× salary plus greater of target or 3-year average bonus; benefits continuation), and Omnibus LTI (accelerated vesting upon qualifying termination/change-in-control; retirement proration per award terms).

Clawbacks

SEC/NYSE-compliant clawback adopted Sept 6, 2023; recoup “excess” incentive comp for restatements (3-year lookback). Conduct-based forfeiture/recovery policy also in effect (3-year lookback).

Performance Compensation – Award Grants Detail

Grant Item	2023	2024
PSU Target Units	13,025	11,688
PSU Maximum Units	31,260	28,051
PSU Grant Date Fair Value ($)	128,166	134,529
RSUs Granted (Units)	26,049	23,376
RSUs Grant Date Fair Value ($)	240,693	256,201

Company Performance Context (Selected Metrics)

Metric	2023	2024
Adjusted EBITDA ($MM)	268.8	272.8
Operating Cash Flow ($MM)	249.0	168.8 (includes $36MM one-time DOL payment)
TRIR (Safety)	0.99	0.50 (record performance)
Say-on-Pay Approval (%)	93.5%	95.1%

Compensation Structure Analysis

Mix and leverage: Performance-based pay dominates via AIP (up to 200% payout) and LTI (RSUs/PSUs with three-year horizons and TSR modifier).
Metrics rigor: AIP targets align to Board-approved plan with clear threshold/target/max curves; safety/environmental metrics are objective with strict TRIR targets and emissions compliance assessment.
Peer benchmarking: Meridian advises; pay targets referenced to market median; peer group uses EBITDA rather than revenue due to pass-through contract structure; peer group reviewed annually.
Risk mitigants: Double-trigger CIC, caps on incentive payouts, clawbacks, stock ownership guidelines, and prohibition on hedging/pledging.

Investment Implications

Strong pay-for-performance alignment: Above-target AIP payout in 2024 (148.1%) and outsized PSU realizations (230.6% for 2022–2024) signal consistent delivery on EBITDA/ROIC and TSR—positively aligned for shareholders.
Low selling pressure risk near term: Hedging and pledging are prohibited; executive ownership guidelines require retention of vested shares until compliance, reducing discretionary selling.
Retention risk appears contained: Competitive severance/CIC protections for SVP level and continued vesting provisions for retirement lower turnover risk in critical commercial/terminals roles.
Trading signals: Execution against EBITDA/ROIC typically drives PSU outcomes; monitoring quarterly EBITDA momentum, safety/environmental metrics, and TSR vs NASDAQ Iron & Steel Index can anticipate future PSU realization paths and potential incremental insider vesting events.