Michael Lewis
SunCoke EnergyAbout Michael W. Lewis
Michael W. Lewis, age 75, has served on SunCoke Energy’s Board since December 3, 2020 and is currently an independent director designated a financial expert on the Audit Committee; he also serves on the Governance Committee. Lewis spent 40+ years in financial services, rising to Executive Vice President and Chicago metro regional president at BMO Harris Bank, N.A. (1998–2013), with responsibilities in strategic integration, business segment management, and commercial/retail growth. His civic roles include board work with Chicago Regional Transportation Authority, Urban Partnership Bank, and Chicago United; he serves on Western Michigan University’s Foundation Board and was past Chairman of WMU’s Business School Advisory Council.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| BMO Harris Bank, N.A. | Executive Vice President; Chicago metro regional president | 1998–2013 | Led strategic integration; managed regional business segments; drove commercial and retail growth, community development, consumer lending and services. |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Chicago Regional Transportation Authority | Board member | Not disclosed | Public-sector oversight in regional transit governance. |
| Urban Partnership Bank | Board member | Not disclosed | Community development banking oversight. |
| Chicago United | Board member | Not disclosed | Advocacy for multiracial corporate leadership and business diversity. |
| Western Michigan University Foundation | Foundation Board member | Current | University foundation governance and fundraising stewardship. |
| WMU Business School Advisory Council | Past Chairman | Prior | Advisory oversight for business school strategy and engagement. |
Board Governance
- Committees: Audit (member; designated “financial expert”) and Governance (member). The Audit Committee is fully independent, met 8 times in 2024, and includes members identified as financial experts; the Governance Committee met 4 times in 2024.
- Independence: SunCoke’s board has 6 of 7 independent directors; the Board affirms non-executive directors’ independence under NYSE and SEC rules.
- Attendance: Board held 8 meetings in 2024; each director attended over 75% of Board and relevant committee meetings; all directors attended the 2024 Annual Meeting.
- Executive sessions: Independent directors met in executive session five times in 2024; an independent Chairman presides.
- Leadership: Independent Chairman (Arthur F. Anton) and separate CEO role (Katherine T. Gates).
Fixed Compensation
| Component (Director Program) | Amount | Notes |
|---|---|---|
| Annual Board Cash Retainer | $90,000 | Standard for independent directors. |
| Audit Committee Member Retainer | $10,000 | Annual retainer for Audit Committee members. |
| Meeting Fees | $0 | SunCoke does not pay meeting fees. |
| Michael W. Lewis – 2024 Director Compensation | Amount ($) | Detail |
|---|---|---|
| Fees Earned or Paid in Cash | $100,000 | Reflects cash retainer and Audit Committee member retainer. |
| Stock Awards (grant-date fair value) | $130,000 | Paid as RSUs under the director program. |
| Total | $230,000 | Sum of cash and equity retainers. |
- Equity delivery mechanics: Directors may elect to receive cash retainers in Common Stock or share units; share units accrue dividend equivalents and settle in stock after board departure per election.
- Ownership guidelines: Directors must hold shares valued at ≥5x annual cash retainer, with a 5-year phase-in; directors with <5 years (including Lewis) have until their 5-year anniversary to comply.
Performance Compensation
- Directors do not receive performance-based equity; annual equity compensation is an annual stock retainer (typically RSUs or Common Stock) without performance conditions.
- Compensation consultant and market alignment: Director pay is benchmarked biennially by Meridian Compensation Partners; the Compensation Committee reviews and recommends changes to align with market practice.
| Director Equity Structure | Form | Vesting | Performance Metrics |
|---|---|---|---|
| Annual Stock Retainer | RSUs or Common Stock | Not specifically disclosed for directors; paid annually | None (retainer-based, not performance-linked). |
Other Directorships & Interlocks
| Category | Detail |
|---|---|
| Other public company boards | None disclosed for Michael W. Lewis. |
| Governance interlocks | Compensation Committee interlocks: none (no insiders on Comp Committee; no cross-board executive interlocks disclosed). |
Expertise & Qualifications
- Audit/finance expertise: Designated “financial expert” on Audit Committee; extensive senior banking experience and financial management.
- Strategic planning and business development: Led large regional operations at BMO Harris with integration responsibilities and segment growth oversight.
- Governance and civic engagement: Multiple civic and academic board roles, indicating broad stakeholder engagement.
Equity Ownership
| Holder | Shares of Common Stock | RSUs held | Deferred Share Units | Total | % of Outstanding |
|---|---|---|---|---|---|
| Michael W. Lewis | 61,807 | 39,150 | 22,657 | 61,807 (ownership table counts common; RSUs/units settle post-service) | <1% |
- Hedging and pledging: Company prohibits directors from hedging or pledging SunCoke stock; short sales and options (outside company plans) are banned.
- Insider trading windows enforced; no related person pledging permitted.
Governance Assessment
-
Strengths
- Independent director on two key committees, with formal “financial expert” designation—supports audit oversight quality.
- Attendance above 75% across Board/committees and participation in executive sessions—signals engagement.
- Pay structure balanced (cash + equity retainer), no meeting fees, and robust stock ownership guidelines (5x cash retainer) promoting alignment; independent consultant benchmarks used.
- No related-party transactions requiring disclosure in 2024; stringent hedging/pledging prohibitions.
- Board independence (6/7 independent) and separate Chair/CEO structure—reduces conflicts and enhances oversight.
-
Watch items
- Ownership guidelines phase-in: Lewis is within the <5-year window to meet 5x cash retainer guideline; monitor for guideline attainment at the 5-year mark.
- Modest beneficial ownership (<1%) typical for outside directors; continued equity retainer and share units support alignment over time.
-
RED FLAGS
- None disclosed: No related-party transactions, no hedging/pledging, no compensation interlocks.
-
Broader governance signals
- Strong shareholder support (95.1% 2024 Say-on-Pay) and active investor engagement; while executive-focused, it reflects broader confidence in governance and oversight.