CLEVELAND-CLIFFS INC
For the period ended Dec 31, 2023. Filed Apr 3, 2024.
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What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.
Dec 31, 2023 · Filed Apr 3, 2024
Contents
2 | CLF 2024 PROXY STATEMENT
| EXECUTIVE COMPENSATION PHILOSOPHY AND CORE PRINCIPLES | (PAGE 35) |
|---|---|
| Our guiding executive compensation principles, as established by the Compensation Committee for 2023, were as follows:1.Align short-term and long-term incentives with results delivered to shareholders;2.Be transparent, helping to ensure that executives and shareholders understand our executive compensation programs, including the objectives, mechanics, compensation levels and opportunities provided;3.Design an incentive plan that focuses on performance objectives tied to our business plan (including profitability-related and cost control objectives), relative performance objectives tied to market conditions (including relative total shareholder return, measured by share price appreciation plus dividends, if any) and performance against other key objectives tied to our business strategy (including safety);4.Provide competitive fixed compensation elements over the short term (base salary) and long term (equity and retirement benefits) to encourage long-term retention of our key executives; and5.Continue to structure programs to align with corporate governance best practices (such as not providing “gross-ups” related to change in control payments, using “double-trigger” vesting in connection with a change in control for equity awards, using Share Ownership Guidelines and maintaining a clawback policy related to incentive compensation for our executive officers). | |
| 2023 EXECUTIVE COMPENSATION SUMMARY | (PAGE 52) |
|---|---|
| The numbers in the following table showing the 2023 compensation of our named executive officers (the “NEOs”) were determined in the same manner as the numbers in the corresponding columns in the 2023 Summary Compensation Table (the “SCT”) (provided later in this proxy statement); however, they do not include information regarding changes in pension value and non-qualified deferred compensation earnings and information regarding all other compensation, each as required to be presented in the SCT under the rules of the U.S. Securities and Exchange Commission (the “SEC”). As such, this table should not be viewed as a substitute for the SCT. | |
| NAME | PRINCIPAL POSITION (AS OF 12/31/2023) | SALARY ($) | BONUS($) | STOCK AWARDS($) | OPTION AWARDS ($) | NON-EQUITY INCENTIVE PLAN COMPENSATION ($) | TOTAL($) |
|---|---|---|---|---|---|---|---|
| Lourenco Goncalves | Chairman, President and Chief Executive Officer | 2,116,000 | — | 11,860,431 | — | 10,150,235 | 24,126,666 |
| Celso L. Goncalves Jr. | Executive Vice President, Chief Financial Officer | 750,000 | — | 3,152,903 | — | 1,555,254 | 5,458,157 |
| Clifford T. Smith | Executive Vice President & President, Cleveland-Cliffs Steel | 859,000 | — | 3,611,091 | — | 2,479,086 | 6,949,177 |
| Keith A. Koci | Executive Vice President & President, Cleveland-Cliffs Services | 710,000 | — | 2,984,710 | — | 1,921,479 | 5,616,189 |
| James D. Graham | Executive Vice President, Human Resources, Chief Legal and Administrative Officer & Secretary | 681,000 | — | 2,544,728 | — | 1,598,460 | 4,824,188 |
| INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM | (PAGE 68) |
|---|---|
| As a matter of good corporate governance, we are asking our shareholders to ratify the selection of Deloitte & Touche LLP as our independent registered public accounting firm for 2024. | |
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS
This proxy statement contains statements that constitute “forward-looking statements” within the meaning of the federal securities laws. As a general matter, forward-looking statements relate to anticipated trends and expectations rather than historical matters. Forward-looking statements are subject to uncertainties and factors relating to our operations and business environment that are difficult to predict and may be beyond our control. Such uncertainties and factors may cause actual results to differ materially from those expressed or implied by the forward-looking statements. These factors and uncertainties include, but are not limited to, the factors, risks and uncertainties described in Part I., Item 1A., “Risk Factors,” in our Annual Report on Form 10-K for the year ended December 31, 2023, and those described from time to time in our future reports filed with the SEC. Except to the extent required by law, we do not undertake to update the forward-looking statements included in this proxy statement to reflect the impact of circumstances or events that may arise after the date the forward-looking statements were made. Forward-looking and other statements in this proxy statement regarding our greenhouse gas (“GHG”) reduction plans and goals are not an indication that these statements are necessarily material to investors or required to be disclosed in our filings with the SEC. In addition, historical, current and forward-looking GHG-related statements may be based on standards for measuring progress that are still developing, internal controls and processes that continue to evolve and assumptions that are subject to change in the future.
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