Susan Landahl
SunCoke EnergyAbout Susan R. Landahl
Independent director since 2017 (age 64). Former senior nuclear and energy operations executive at Exelon Generation and the Institute for Nuclear Power Operations (INPO), with responsibility for 10 nuclear facilities, ~5,000 employees, and budgets >$1.5 billion; led INPO 15-005, now the industry standard for leadership development and organizational effectiveness for the U.S. nuclear fleet . Chairs SunCoke’s Governance Committee and serves on the Compensation Committee, indicating strong involvement in board composition, evaluations, and pay oversight . The Board classifies non-executive directors as independent under NYSE/SEC rules; 6 of 7 directors are independent .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Exelon Generation Company, LLC | SVP, Organizational Effectiveness & Integrated Performance Assessment | Jun 2015 – Jan 2021 | Senior leadership overseeing integrated performance |
| Institute for Nuclear Power Operations (INPO) | Vice President, Industry Leadership | Jan 2014 – Jun 2015 | Led development of INPO 15‑005 (industry standard for leadership development) |
| Exelon Nuclear | Chief Operating Officer & SVP | Jun 2010 – Aug 2012 | Oversaw 10 nuclear facilities; ~5,000 employees; >$1.5B budgets |
| Exelon | SVP, Operations Integration & Business Development | Aug 2012 – Jan 2014 | Senior integration and business development leadership |
External Roles
No current public company boards disclosed for Landahl in the 2025 proxy .
Committee interlocks: Compensation Committee members (including Landahl) were not officers or employees; no interlocks with other companies’ compensation committees reported .
Board Governance
- Committee assignments: Governance Committee Chair; Compensation Committee member .
- Independence: Board majority independent; all Audit, Compensation, and Governance committees are fully independent .
- Attendance: Board held 8 meetings in FY2024; each director attended >75% of aggregate Board and Committee meetings; all directors attended the 2024 annual meeting .
- Executive sessions: Independent directors met in executive session 5 times in 2024 .
- Board leadership: Independent non-executive Chairman; if the Chairman were not independent or also CEO, the Governance Chair serves as Lead Director—Landahl holds this chair role .
- Related-party transactions: None requiring disclosure in 2024 .
- Hedging/pledging: Company policy prohibits hedging, short sales, options, and pledging/margin use by directors .
Fixed Compensation (Director)
| Item | Amount | Notes |
|---|---|---|
| Fees Earned or Paid in Cash (2024) | $104,250 | Actual cash paid to Landahl |
| Stock Awards (2024) | $130,000 | Grant date fair value; delivered as RSUs |
| Meeting Fees | $0 | Company does not pay meeting fees |
| Annual Cash Retainer (structure) | $90,000 | Standard cash portion of Board retainer |
| Governance Committee Chair Retainer | $15,000 | Committee chair fee |
| Total (2024 reported) | $234,250 | Cash + stock awards |
Additional context:
- Director compensation program reviewed biennially; benchmarked by Meridian using the same peer group as executives .
- Directors may elect to receive cash retainers in stock and can defer as share units with dividend equivalents; settlement occurs after board service ends .
Performance Compensation (Oversight Framework)
Directors do not receive performance-based pay; equity retainers are time-based RSUs. As a Compensation Committee member, Landahl oversees executive performance compensation metrics:
| AIP Metric (2024) | Weight | Threshold | Target | Maximum | Actual | Weighted % of Target Earned |
|---|---|---|---|---|---|---|
| Adjusted EBITDA ($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% | Comp. Assessment | Comp. Assessment | Comp. Assessment | 150.00% | 15.00% |
| Total AIP Payout | — | — | — | — | — | 148.10% |
| 2024–2026 PSU Metrics | Weight | Threshold | Target | Maximum |
|---|---|---|---|---|
| Cumulative Adjusted EBITDA | 50% | $546.2MM | $682.8MM | $730.5MM |
| Average Pre‑Tax ROIC | 50% | 14.7% | 18.4% | 19.7% |
| TSR Modifier | ±20% | Relative to NASDAQ Iron & Steel Index | — | Cap 240% incl. modifier |
Historical PSU outcome (2022–2024): Performance achieved maximum on EBITDA and ROIC with TSR modifier of 1.153; final payout 230.6% .
Other Directorships & Interlocks
| Category | Detail |
|---|---|
| Current public company boards | None disclosed for Landahl |
| Committee interlocks | None; compensation committee members not officers/employees; no reciprocal interlocks reported |
Expertise & Qualifications
- Operational leadership in complex, safety-critical industrial settings; nuclear operations oversight and organizational effectiveness .
- Senior-level planning, risk oversight, and managerial experience aligned to SXC’s manufacturing/logistics operations .
- Governance skill set: board evaluations, nominations, and corporate governance guidelines (as Governance Chair) .
Equity Ownership
| Component | Count | Notes |
|---|---|---|
| Shares/Units counted as common stock | 126,966 | Includes deferred share units and RSUs per footnote |
| Deferred share units | 87,816 | Non-voting; settled in stock post‑service |
| RSUs (director) | 39,150 | Granted under Omnibus Plan; non‑voting; settle in stock |
| Options exercisable within 60 days | — | None for director |
| Total beneficial ownership | 126,966 | Less than 1% of outstanding |
| Ownership guidelines | 5x annual cash retainer; phased over 5 years; Landahl (≥5 years) in compliance |
Governance Assessment
- Board effectiveness: Landahl’s dual roles (Governance Chair; Compensation member) place her at the center of board refreshment, evaluations, and pay governance; all committees are independent, and she is classified independent .
- Engagement: >75% attendance and participation in executive sessions suggest active oversight; all directors attended the 2024 annual meeting .
- Pay governance signals: Strong say‑on‑pay support (95.1% in 2024) indicates shareholder confidence in compensation oversight; Meridian engaged as independent consultant; clawback policy implemented; no tax gross‑ups; hedging/pledging prohibited—reducing alignment risks .
- Conflicts/related parties: No related‑party transactions requiring disclosure in 2024; explicit recusal and review policies in place; hedging/pledging bans mitigate red‑flag behaviors .
- Director compensation alignment: Mix of cash ($104,250) and equity RSUs ($130,000) enhances ownership alignment; no meeting fees or options for directors—reduces incentive for short‑termism .
RED FLAGS: None disclosed specific to Landahl—no related‑party transactions, no hedging/pledging, and compliance with ownership guidelines; compensation interlocks not present .