Cleveland-Cliffs Inc. Definitive proxy statements

Definitive proxy statements

Pay vs Performance Disclosure

Pay vs Performance Disclosure - USD ($)

12 Months Ended

Dec. 31, 2023

Dec. 31, 2022

Dec. 31, 2021

Dec. 31, 2020

Pay vs Performance Disclosure

Pay vs Performance Disclosure, Table

For purposes of this Pay Versus Performance section, all references to “compensation actually paid” mean such amounts as computed in accordance with Item 402(v) of Regulation S-K, which may be different from other compensation amounts discussed in the CD&A and elsewhere in this proxy statement. Mr. Lourenco Goncalves was our principal executive officer (“PEO”) for each Covered Year.


					VALUE OF INITIAL FIXED $100 INVESTMENT BASED ON:
YEAR	SUMMARY COMPENSATION TABLE TOTAL FOR PEO	COMPENSATION ACTUALLY PAID TO PEO (1)(2)	AVERAGE SUMMARY COMPENSATION TABLE TOTAL FOR NON-PEO NEOS (3)	AVERAGE COMPENSATION ACTUALLY PAID TO NON-PEO NEOS (1)(2)(3)	TOTAL SHAREHOLDER RETURN (4)	PEER GROUP TOTAL SHAREHOLDER RETURN (4)(5)	NET INCOME (LOSS) (in millions)	ADJUSTED EBITDA (in millions) (6)
2023	$26,183,928	$24,377,135	$6,207,396	$5,694,205	$292.35	$203.73	$450	$1,900
2022	$18,457,351	$5,088,110	$4,620,214	$2,514,425	$196.35	$177.02	$1,376	$3,169
2021	$24,494,731	$39,028,092	$4,104,246	$6,194,093	$265.34	$156.49	$3,033	$5,287
2020	$18,511,405	$37,952,040	$3,170,114	$5,987,817	$177.46	$115.97	$(81)	$353

Company Selected Measure Name

Adjusted EBITDA

Named Executive Officers, Footnote

2023: Celso L. Goncalves Jr., Clifford T. Smith, Keith A. Koci and James D. Graham

2022: Celso L. Goncalves Jr., Clifford T. Smith, Keith A. Koci, James D. Graham and Maurice D. Harapiak

2021: Celso L. Goncalves Jr., Clifford T. Smith, Keith A. Koci, Terry G. Fedor and Maurice D. Harapiak

2020: Clifford T. Smith, Keith A. Koci, Terry G. Fedor and Maurice D. Harapiak

Peer Group Issuers, Footnote

(5)The peer group is comprised of the companies in the S&P Metals & Mining Select Industry Group.

PEO Total Compensation Amount

$ 26,183,928

$ 18,457,351

$ 24,494,731

$ 18,511,405

PEO Actually Paid Compensation Amount

$ 24,377,135

5,088,110

39,028,092

37,952,040

Adjustment To PEO Compensation, Footnote

Deductions from, and additions to, total compensation in the SCT by year to calculate CAP consist of:


	2023		2022		2021		2020
	PEO	AVERAGE NON-PEO NEOs	PEO	AVERAGE NON-PEO NEOs	PEO	AVERAGE NON-PEO NEOs	PEO	AVERAGE NON-PEO NEOs
Total Compensation from SCT	$26,183,928	$6,207,396	$18,457,351	$4,620,214	$24,494,731	$4,104,246	$18,511,405	$3,170,114
Adjustments for Pension
SCT pension	$(1,944,300)	$(443,250)	$0	$0	$(420,600)	$(67,360)	$(684,200)	$(195,850)
Covered Year service cost	$22,049	$23,861	$27,241	$26,848	$28,442	$19,535	$23,957	$19,074
Prior service cost impacting Covered Year	$496,721	$79,374	$478,791	$66,448	$411,999	$44,884	$354,783	$44,266
Total Adjustments for Pension	$(1,425,530)	$(340,015)	$506,032	$93,296	$19,841	$(2,941)	$(305,460)	$(132,510)
Adjustments for Equity Awards
Grant date values in the SCT	$(11,860,431)	$(3,073,358)	$(9,260,335)	$(2,033,332)	$(7,060,185)	$(1,066,402)	$(4,127,534)	$(689,055)
Covered Year-end fair value of unvested awards granted in the Covered Year	$10,862,888	$2,814,868	$6,623,094	$1,454,262	$9,357,480	$1,413,396	$14,523,322	$2,424,540
Difference in fair value (between prior year-end and Covered Year-end) for unvested awards granted prior to Covered Year	$(92,874)	$(21,144)	$(3,818,727)	$(569,111)	$7,614,950	$1,114,689	$4,360,047	$696,980
Fair value at vest date for awards granted and vested in Covered Year	$0	$0	$0	$0	$0	$0	$0	$0
Difference in fair value (between prior year-end and vest date) for awards granted prior to Covered Year	$709,154	$106,458	$(7,419,305)	$(1,050,904)	$4,601,275	$631,104	$4,972,918	$514,898
Forfeitures during Covered Year equal to prior year-end fair value	$0	$0	$0	$0	$0	$0	$0	$0
Dividends or dividend equivalents not otherwise included in the total compensation	$0	$0	$0	$0	$0	$0	$17,342	$2,850
Total Adjustments for Equity Awards	$(381,263)	$(173,176)	$(13,875,273)	$(2,199,085)	$14,513,520	$2,092,787	$19,746,095	$2,950,213

Compensation Actually Paid (as calculated)	$24,377,135	$5,694,205	$5,088,110	$2,514,425	$39,028,092	$6,194,093	$37,952,040	$5,987,817
(2)Equity valuation assumptions for calculating CAP are not materially different from grant date valuation assumptions.
(3)Non-PEO NEOs reflect the average SCT total compensation and average CAP for the following executives by year:
2023: Celso L. Goncalves Jr., Clifford T. Smith, Keith A. Koci and James D. Graham
2022: Celso L. Goncalves Jr., Clifford T. Smith, Keith A. Koci, James D. Graham and Maurice D. Harapiak
2021: Celso L. Goncalves Jr., Clifford T. Smith, Keith A. Koci, Terry G. Fedor and Maurice D. Harapiak
2020: Clifford T. Smith, Keith A. Koci, Terry G. Fedor and Maurice D. Harapiak
(4)Total Shareholder Return figures are based on a fixed investment of $100 from the beginning of the earliest year in the table through the end of each applicable year in the table, assuming reinvestment of dividends.
(5)The peer group is comprised of the companies in the S&P Metals & Mining Select Industry Group.
(6)Reconciliations for Adjusted EBITDA can be found in Annex A to this proxy statement. See also “Compensation Discussion and Analysis – Annual Incentive Program (EMPI Plan)” for more information about the use of Adjusted EBITDA in the Company’s short-term incentive program.

Non-PEO NEO Average Total Compensation Amount

$ 6,207,396

4,620,214

4,104,246

3,170,114

Non-PEO NEO Average Compensation Actually Paid Amount

$ 5,694,205

2,514,425

6,194,093

5,987,817

Adjustment to Non-PEO NEO Compensation Footnote

Deductions from, and additions to, total compensation in the SCT by year to calculate CAP consist of:


	2023		2022		2021		2020
	PEO	AVERAGE NON-PEO NEOs	PEO	AVERAGE NON-PEO NEOs	PEO	AVERAGE NON-PEO NEOs	PEO	AVERAGE NON-PEO NEOs
Total Compensation from SCT	$26,183,928	$6,207,396	$18,457,351	$4,620,214	$24,494,731	$4,104,246	$18,511,405	$3,170,114
Adjustments for Pension
SCT pension	$(1,944,300)	$(443,250)	$0	$0	$(420,600)	$(67,360)	$(684,200)	$(195,850)
Covered Year service cost	$22,049	$23,861	$27,241	$26,848	$28,442	$19,535	$23,957	$19,074
Prior service cost impacting Covered Year	$496,721	$79,374	$478,791	$66,448	$411,999	$44,884	$354,783	$44,266
Total Adjustments for Pension	$(1,425,530)	$(340,015)	$506,032	$93,296	$19,841	$(2,941)	$(305,460)	$(132,510)
Adjustments for Equity Awards
Grant date values in the SCT	$(11,860,431)	$(3,073,358)	$(9,260,335)	$(2,033,332)	$(7,060,185)	$(1,066,402)	$(4,127,534)	$(689,055)
Covered Year-end fair value of unvested awards granted in the Covered Year	$10,862,888	$2,814,868	$6,623,094	$1,454,262	$9,357,480	$1,413,396	$14,523,322	$2,424,540
Difference in fair value (between prior year-end and Covered Year-end) for unvested awards granted prior to Covered Year	$(92,874)	$(21,144)	$(3,818,727)	$(569,111)	$7,614,950	$1,114,689	$4,360,047	$696,980
Fair value at vest date for awards granted and vested in Covered Year	$0	$0	$0	$0	$0	$0	$0	$0
Difference in fair value (between prior year-end and vest date) for awards granted prior to Covered Year	$709,154	$106,458	$(7,419,305)	$(1,050,904)	$4,601,275	$631,104	$4,972,918	$514,898
Forfeitures during Covered Year equal to prior year-end fair value	$0	$0	$0	$0	$0	$0	$0	$0
Dividends or dividend equivalents not otherwise included in the total compensation	$0	$0	$0	$0	$0	$0	$17,342	$2,850
Total Adjustments for Equity Awards	$(381,263)	$(173,176)	$(13,875,273)	$(2,199,085)	$14,513,520	$2,092,787	$19,746,095	$2,950,213

Compensation Actually Paid (as calculated)	$24,377,135	$5,694,205	$5,088,110	$2,514,425	$39,028,092	$6,194,093	$37,952,040	$5,987,817
(2)Equity valuation assumptions for calculating CAP are not materially different from grant date valuation assumptions.
(3)Non-PEO NEOs reflect the average SCT total compensation and average CAP for the following executives by year:
2023: Celso L. Goncalves Jr., Clifford T. Smith, Keith A. Koci and James D. Graham
2022: Celso L. Goncalves Jr., Clifford T. Smith, Keith A. Koci, James D. Graham and Maurice D. Harapiak
2021: Celso L. Goncalves Jr., Clifford T. Smith, Keith A. Koci, Terry G. Fedor and Maurice D. Harapiak
2020: Clifford T. Smith, Keith A. Koci, Terry G. Fedor and Maurice D. Harapiak
(4)Total Shareholder Return figures are based on a fixed investment of $100 from the beginning of the earliest year in the table through the end of each applicable year in the table, assuming reinvestment of dividends.
(5)The peer group is comprised of the companies in the S&P Metals & Mining Select Industry Group.
(6)Reconciliations for Adjusted EBITDA can be found in Annex A to this proxy statement. See also “Compensation Discussion and Analysis – Annual Incentive Program (EMPI Plan)” for more information about the use of Adjusted EBITDA in the Company’s short-term incentive program.

Equity Valuation Assumption Difference, Footnote

(2)Equity valuation assumptions for calculating CAP are not materially different from grant date valuation assumptions.

Compensation Actually Paid vs. Total Shareholder Return

Compensation Actually Paid and Cumulative TSR

Compensation Actually Paid vs. Net Income

Compensation Actually Paid and Net Income (Loss)

Compensation Actually Paid vs. Company Selected Measure

Compensation Actually Paid and Adjusted EBITDA

Total Shareholder Return Amount

$ 292.35

196.35

265.34

177.46

Peer Group Total Shareholder Return Amount

203.73

177.02

156.49

115.97

Net Income (Loss)

$ 450,000,000

$ 1,376,000,000

$ 3,033,000,000

$ (81,000,000)

Company Selected Measure Amount

1,900,000,000

3,169,000,000

5,287,000,000

353,000,000

PEO Name

Lourenco Goncalves

Additional 402(v) Disclosure

(4)Total Shareholder Return figures are based on a fixed investment of $100 from the beginning of the earliest year in the table through the end of each applicable year in the table, assuming reinvestment of dividends.

(6)Reconciliations for Adjusted EBITDA can be found in Annex A to this proxy statement. See also “Compensation Discussion and Analysis – Annual Incentive Program (EMPI Plan)” for more information about the use of Adjusted EBITDA in the Company’s short-term incentive program.

Measure:: 1

Pay vs Performance Disclosure

Name

Adjusted EBITDA

Measure:: 2

Pay vs Performance Disclosure

Name

Relative TSR

PEO | SCT pension [Member]

Pay vs Performance Disclosure

Adjustment to Compensation, Amount

$ (1,944,300)