Ralph Della Ratta Jr.
SunCoke EnergyAbout Ralph M. Della Ratta, Jr.
Independent director of SunCoke Energy (SXC) since 2020; age 71. Serves as Chair of the Compensation Committee and member of the Audit Committee; the Board is majority independent and all three key committees are fully independent . Background includes founding and leading Western Reserve Partners (M&A advisory) until its 2017 sale to Citizens Financial Group, where he co-led M&A advisory through 2022; currently a partner at Kirtland Capital Partners (middle-market private equity) . Prior board service includes 16 years at Olympic Steel (Lead Independent Director; audit/compliance; compensation chair; nominating chair) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Western Reserve Partners LLC | Founder, Senior Managing Director & CEO | 2004–2017 | Built/led M&A advisory; sold to Citizens Financial Group in 2017 |
| Citizens Financial Group (NYSE: CFG) | Co-Head of M&A Advisory Services | 2017–Jun 2022 | Led middle-market M&A advisory post-acquisition of Western Reserve Partners |
| Olympic Steel (NASDAQ: ZEUS) | Director; Lead Independent Director; Committee Chair roles | 2004–2020 | Lead Independent Director; Audit & Compliance member; Chair of Compensation and Nominating at different times |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Kirtland Capital Partners | Partner | Jul 2022–Present | Middle market private equity firm |
| Duke University Alumni Association & Annual Fund | Board/Volunteer leader | Not specified | Civic/non-profit involvement |
| Kent State University Board of Trustees | Trustee (past Chair) | Not specified | Civic/non-profit involvement |
| Ohio Venture Capital Authority; Rock & Roll Hall of Fame; United Cerebral Palsy Telethon (Chair) | Various | Not specified | Civic/non-profit involvement |
Board Governance
- Committee assignments and chair roles: Compensation Committee Chair; Audit Committee member .
- Independence and leadership: Board is 6/7 independent; all Audit, Compensation, Governance Committees fully independent; independent Chairman; separate CEO/Chair roles .
- Attendance and engagement: Board met 8 times in 2024; each director attended >75% of Board and committee meetings; Audit met 8x; Compensation met 5x; Governance met 4x; independent directors held five executive sessions in 2024 .
- Financial expertise: Audit Committee roster designates Mr. Della Ratta as a “Financial Expert” (asterisked in committee roster) .
- Term/tenure: Class III director; current term runs to 2027 annual meeting .
Fixed Compensation (Director)
Standard independent director program and Mr. Della Ratta’s 2024 pay. SunCoke pays no meeting fees.
| Component | Amount | Notes |
|---|---|---|
| Annual board retainer (cash portion) | $90,000 | Standard cash retainer |
| Annual equity retainer | $130,000 | Delivered in common stock or RSUs |
| Compensation Chair fee | $20,000 | Annual chair retainer |
| Audit Committee member fee | $10,000 | Annual member retainer |
| Director | Cash Fees Paid 2024 ($) | Stock Awards 2024 ($) | Total 2024 ($) | Notes |
|---|---|---|---|---|
| Ralph M. Della Ratta, Jr. | 71,250 | 178,000 | 249,250 | Elected to receive 40% ($48,000) of annual cash retainers in RSUs; stock awards reflect equity retainer plus elected cash-as-RSUs conversion |
Additional features: portion of retainer paid in shares; optional election to take cash retainers in shares/units; dividend equivalents accrue on units; settlement upon or after board departure; no meeting fees .
Performance Compensation (Committee Oversight)
Directors do not receive performance-based pay; director equity is time-based. As Compensation Chair, Mr. Della Ratta oversees executive incentive design. Key metrics and weightings:
| Executive Incentive | Metric | Weight | Target/Scoring Framework |
|---|---|---|---|
| Annual Incentive Plan (AIP) | Adjusted EBITDA | 70% | Threshold 25% at $198.0mm; Target 100% at $247.5mm; Max 200% at $272.25mm; 2024 actual $260.7mm → 107.5% weighted contribution |
| Operating Cash Flow | 10% | Threshold $140.6mm; Target $190.0mm; Max $214.7mm; 2024 actual $196.5mm → 12.6% weighted | |
| Safety (TRIR) | 10% | Target TRIR 0.80; Max at 0.30; 2024 TRIR 0.50 → 13.0% weighted | |
| Environmental | 10% | Comprehensive assessment; 2024 result 150% → 15.0% weighted | |
| PSU (2024–2026) | Cumulative Adjusted EBITDA | 50% | Threshold $546.2mm; Target $682.8mm; Max $730.5mm; TSR modifier ±20% vs NASDAQ Iron & Steel Index constituents; payout capped at 240% |
| Avg. Pre-tax ROIC (Coke, Logistics & Corp.) | 50% | Threshold 14.7%; Target 18.4%; Max 19.7% |
2024 AIP formulaic outcome was 148.10% of target (no discretionary adjustment) . 2022–2024 PSU cycle paid at 230.6% including a 1.153x TSR modifier after EBITDA and ROIC performance reached maximums .
Other Directorships & Interlocks
| Company | Status | Role/Committee | Interlock/Notes |
|---|---|---|---|
| Olympic Steel (NASDAQ: ZEUS) | Former (2004–2020) | Lead Independent Director; Audit & Compliance; Compensation Chair; Nominating Chair | Not a current interlock. Note: SXC Chair Arthur F. Anton currently serves on Olympic Steel’s board; this is a network link but not a present interlock for Mr. Della Ratta . |
| Public company directorships (current) | None disclosed | — | No current public boards disclosed beyond SXC . |
Related-party transactions: Company reports no related person transactions requiring disclosure in 2024; Governance Committee oversees a formal related-party review policy (>$100k threshold, independence safeguards) .
Expertise & Qualifications
- Transaction and capital markets expertise: extensive M&A advisory leadership; capital raising; strategic financial analysis .
- Steel/metals sector familiarity: knowledge of manufacturing and distribution in steel/metals services from Olympic Steel board experience .
- Financial literacy and governance: Audit Committee “financial expert”; Compensation Chair; prior lead independent directorship evidences strong governance credentials .
Equity Ownership
| Holder | Shares of Common Stock | Right to Acquire Within 60 Days | Total | % Outstanding | Notes |
|---|---|---|---|---|---|
| Ralph M. Della Ratta, Jr. | 95,861 | — | 95,861 | * | Includes 16,856 RSUs outstanding; director units/RSUs counted for ownership guidelines but have no voting rights; settled after board service ends |
- Director ownership guidelines: 5x annual cash retainer; five-year phase-in. As of Dec 31, 2024, independent directors with ≥5 years were compliant; those with <5 years (including Mr. Della Ratta) have five years from appointment to comply .
- Hedging/pledging: Company prohibits hedging and pledging by directors; no short sales, options, or margin accounts permitted .
Governance Assessment
Strengths
- Independent Chair/CEO split; majority independent board; fully independent key committees; robust executive sessions (5 in 2024) .
- Active committee work and attendance; Audit (8x), Compensation (5x) in 2024 signal engagement .
- Compensation governance: independent consultant (Meridian) deemed independent; stable peer group; strong 2024 Say-on-Pay support (95.1%) under Compensation Committee oversight .
- Risk controls: formal related-party policy; clawback for executives; stringent insider trading, hedging, and pledging prohibitions applicable to directors .
Watch items / Potential conflicts
- Private equity affiliation (Kirtland Capital Partners) inherently raises potential for perceived conflicts if portfolio companies become SXC counterparties; however, no related-party transactions reported in 2024 and policy requires review/approval with recusal .
- Director ownership still within five-year phase-in window; continued progress toward guideline alignment should be monitored .
RED FLAGS
- None disclosed: no related-party dealings in 2024; no attendance issues; no hedging/pledging; no option repricings .
Director Compensation Details (Program Mechanics)
| Feature | Detail |
|---|---|
| Equity form | Common stock or RSUs; director can elect cash retainers in stock/units; units receive dividend equivalents; settlement post-service . |
| Fees | No meeting fees; cash/equity retainers as above; chair/member differentials as above . |
| Ownership alignment | 5x cash retainer guideline; 5-year compliance window; directors can choose to take more pay in equity (Mr. Della Ratta elected 40%) . |
Say-on-Pay result (context for Comp Chair): 95.1% approval in 2024; Compensation Committee retained independent Meridian; peer group reaffirmed for 2025; no tax gross-ups, no option repricing, double-trigger CIC severance for executives .
Notes on Independence, Attendance, and Engagement
- Independence: Board determined all non-executive directors are independent under NYSE/SEC rules; committees are independent-only .
- Attendance: >75% across Board and committees for each director in 2024; all directors attended 2024 annual meeting .
- Executive sessions: independent directors met in executive session five times in 2024 .
Appendix: Executive Incentive Oversight (for context)
| Item | 2024 Outcome/Design | Notes |
|---|---|---|
| AIP payout | 148.10% of target (formulaic; no discretion applied) | Driven by above-target EBITDA, OCF, and top-tier safety/environmental performance . |
| Safety performance | TRIR 0.50 vs internal target 0.80 (max criteria also require no high severity incidents) | “Record” safety performance; metrics stricter than industry benchmarks . |
| Long-term PSUs (2022–24) | 230.6% including 1.153x TSR modifier | Max performance on EBITDA and ROIC; TSR relative to NASDAQ Iron & Steel constituents . |
All citations refer to SunCoke Energy, Inc. 2025 DEF 14A (filed April 3, 2025).