CLEVELAND-CLIFFS INC

The performance comparator group focuses on steel, metals and commodity mineral mining companies that generally will be affected by the same long-term market conditions that affect us. The Compensation Committee evaluates this comparator group for each new cycle of the performance cash and performance share program based on recommendations made by its compensation consultant and makes adjustments as needed based on changes in the industry makeup and relevance of our specific comparators. The performance comparator group used to assess performance for performance cash and share incentive awards is not the same as the comparator group used to assess the competitiveness of our compensation because the latter is limited to those companies who are more similar in revenue and industry. Compared to the group of companies used for our 2022 performance cash and performance share awards, the group for 2023 added 5E Advanced Materials, ATI, Enviva, Piedmont Lithium and Ryerson Holding, and removed Allegheny Technologies, Gatos Silver and McEwen Mining.

2023 – 2025 Performance Cash Incentive Awards, Performance Share Awards and Restricted Stock Unit Grants. On February 21, 2023, the Compensation Committee approved target performance cash incentive awards, performance share awards and restricted stock unit awards for our NEOs under the 2021 Equity Plan. The number of shares subject to the awards granted to each NEO was determined by dividing the applicable grant values by the 60-day average closing price of our common shares ending on the date of grant ($18.27 for grants made in February 2023). The use of the 60-day average price to calibrate the number of units granted limits the potential to grant an unusually high or low number of units due to an exceptionally low or high share price on the date of grant. The following amounts of performance cash incentive awards, performance share awards and restricted stock units granted at the closing share price of $19.84 per share on February 21, 2023, the date of grant, were awarded to our NEOs for the 2023– 2025 period:

2022 – 2024 Performance Cash Incentive Awards, Performance Share Awards and Restricted Stock Unit Grants. In 2022, the Compensation Committee approved target performance cash incentive awards, performance share awards and restricted stock unit awards under the 2021 Equity Plan for our NEOs. The restricted stock unit awards generally vest on December 31, 2024 and are payable in our common shares. The performance awards utilize essentially the same payout matrix as designed for the 2023 performance awards, and will pay out, to the extent earned, in common shares and cash in early 2025, but are not yet earned or determinable.

Payout Determined for the 2021 – 2023 Long-Term Incentive Grant – Performance Cash and Shares; Restricted Stock Unit Vesting. Our 2021 performance awards, under the A&R 2015 Equity Plan, utilized essentially the same payout matrix as designed for the 2023 performance awards. In January 2024, the Compensation Committee determined that, for the three-year performance period ended on December 31, 2023, we achieved relative TSR performance below target goal (40.9 percentile) of our constituent companies in the SPDR S&P Metals and Mining ETF at the beginning of the three-year performance period, which started on January 1, 2021, resulting in a payout level of 81.8% for the performance cash and performance share awards. In addition, the 2021 restricted stock unit awards vested according to their terms on December 31, 2023.