Skip to main content

CLEVELAND-CLIFFS INC

For the period ended Dec 31, 2023. Filed Apr 3, 2024.

View on SEC.gov

About this filing

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

CLF$11.46+1.7%Stored close · as of Nov 6, 2026
See the whole filing, with its images and exhibits
Contents

44 | CLF 2024 PROXY STATEMENT

In addition to the strategic initiatives outlined in compensation program, the management team had the following strategic accomplishments that were identified for recognition by the Compensation Committee:

Returned value to shareholders by repurchasing over 10 million of our outstanding common shares in the open market at a significant discount to the share price as of December 31, 2023;

Achieved stated target of net debt below $3 billion before December 31, 2023;

Significantly reduced operational unit costs by $80 per ton from 2022 to 2023;

Reached record liquidity of $4.5 billion with zero balance on our asset-based lending facility as of December 31, 2023;

Pursued government grants for multiple decarbonization projects; and

Secured award of Nashwauk state mineral leases, which is expected to provide additional long-term iron ore reserves to our Hibbing Taconite mine.

Based on the outstanding execution of and progress toward the ongoing strategic initiatives described above, following due deliberation, the Compensation Committee determined that the Company far exceeded expectations during 2023 and approved a maximum 200% payout of target for this metric.

The Compensation Committee established these specific goals for 2023 covering financial, safety and strategic performance metrics. Each quarter, the Compensation Committee reviewed the interim status of our performance against the metrics. The 2023 EMPI payouts were weighted as originally established.

In summary, the respective weightings and funding results for Adjusted EBITDA, Safety Scorecard and Strategic Initiatives were as follows:

2023 EMPI Plan
EMPI PLAN PERFORMANCE METRIC · THRESHOLD50% · TARGET100% · MAXIMUM200% · WEIGHTING(%) · 2023ACTUAL · 2023 FUNDING (%)
Adjusted EBITDA (USD $ in millions) (1)$1,200$1,600$2,00050.0$1,91188.9
Safety Scorecard8.0%10.0%12.0%10.025.4%20.0
Strategic Initiatives:———40.0—80.0
▪Consolidate profitability within the North American Automotive manufacturing industry
▪Establish branding strategy for low carbon Advanced High-Strength Steels
▪Leadership participation in Regional Hydrogen Hub development
▪Develop next decade emission and waste targets
▪Take in-house certain third-party services at steel plants
▪Any Initiatives the Compensation Committee deems significant to advancing the Company
Total100.0188.9
(1)See Annex A to this proxy statement for an explanation of our non-GAAP financial measure, Adjusted EBITDA.
ContentsView on SEC.gov

The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.