CLEVELAND-CLIFFS INC
For the period ended Dec 31, 2023. Filed Apr 3, 2024.
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Dec 31, 2023 · Filed Apr 3, 2024
Contents
52 | CLF 2024 PROXY STATEMENT
(3) The 2023 amounts in column (e) reflect the aggregate grant date fair value, computed in accordance with FASB ASC 718, for performance share awards and restricted stock units granted during 2023. For performance share awards granted during 2023, the amounts reported are based on the target payout level. Assuming achievement of maximum performance, the fair value as of the grant date of the performance share awards made to Messrs. Goncalves, C. Goncalves, Smith, Koci and Graham would have been $14,621,443, $3,886,873, $4,451,723, $3,679,526, and $3,137,120, respectively. For additional information, refer to Note 10 in our Annual Report on Form 10-K for the year ended December 31, 2023. These types of awards are discussed in further detail in “Compensation Discussion and Analysis–Analysis of 2023 Compensation Decisions,” under the sub-heading “2023–2025 Performance Cash Incentive Awards, Performance Share Awards, and Restricted Stock Unit Grants.”
(4) The 2023 amounts in column (g) reflect the incentive awards earned in 2023 under the EMPI Plan and LTI Program (performance cash), which are discussed in further detail in “Compensation Discussion and Analysis–Analysis of 2023 Compensation Decisions” under the sub-headings “Annual Incentive Program” and “LTI Program.”
(5) The 2023 amounts in column (h) reflect the actuarial increase in the present value of the NEOs’ benefits under the Pension Plan and the SERP, both of which are discussed in “Compensation Discussion and Analysis–Retirement and Deferred Compensation Benefits” under the sub-heading “Defined Benefit Pension Plan,” determined using interest rate and mortality assumptions consistent with those used in our financial statements and may include amounts in which the NEO is not fully vested. The present value of accumulated pension benefits for the NEOs generally increased from December 31, 2022 to December 31, 2023. The primary driver for changes versus the prior year are due to the movement in underlying interest rates used to annuitize pension cash balance amounts. This column also includes amounts for above-market interest for the NEOs’ balances in the 2012 NQDC Plan.
The following table summarizes changes in pension values and above-market earnings on deferred compensation in 2023:
| PRESENT VALUE OF PENSION ACCRUALS ($) | ABOVE-MARKET INTEREST ON DEFERRED COMPENSATION ($) | TOTAL ($) | |
|---|---|---|---|
| Goncalves | 1,944,300 | 307 | 1,944,607 |
| C. Goncalves | 210,100 | — | 210,100 |
| Smith | 808,200 | — | 808,200 |
| Koci | 239,500 | — | 239,500 |
| Graham | 515,200 | 75 | 515,275 |
(6) The 2023 amounts in column (i) reflect the combined value of the NEOs’ perquisites (the benefits attributable to our paid parking, fitness reimbursement program, executive physical, financial services, commuter and travel expenses and other amounts) and matching contributions made on behalf of the executives under the 401(k) Savings Plan and the 2012 NQDC Plan.
The following table summarizes perquisites and other compensation in 2023:
| PAID PARKING ($) | FITNESS REIMBURSEMENT PROGRAM ($) | EXECUTIVE PHYSICALS ($) | FINANCIAL SERVICES ($) | 401(k) SAVINGS PLAN MATCHING CONTRIBUTIONS ($) | 2012 NQDC PLAN MATCHING CONTRIBUTIONS ($) | OTHER ($) | TOTAL ($) | |
|---|---|---|---|---|---|---|---|---|
| Goncalves | 4,200 | — | — | 27,945 | 13,200 | 16,424 | 50,886(a) | 112,655 |
| C. Goncalves | 4,200 | — | — | 7,400 | 13,125 | 16,875 | 30,757(a) | 72,357 |
| Smith | 4,200 | — | — | 12,370 | 13,200 | 21,160 | — | 50,930 |
| Koci | 8,400 | — | — | 4,900 | 13,200 | 15,200 | — | 41,700 |
| Graham | 4,200 | — | — | 12,370 | 13,200 | 14,040 | — | 43,810 |
| (a)Other compensation reflects the aggregate incremental cost of commuter and travel expenses, including the cost of Mr. Goncalves’ personal use of corporate aircraft ($48,615) and ground transportation ($2,271) and Mr. C. Goncalves’ personal use of corporate aircraft ($28,667) and ground transportation ($2,090) in 2023. We have estimated our aggregate incremental cost of personal use of the corporate aircraft using a methodology that reflects the direct variable operating costs on an hourly basis, including all costs that may vary by the hours flown. Included in these direct variable operating costs are: aircraft fuel and oil, trip-related maintenance, crew travel expenses, trip-related fees, ramp fees, landing fees, catering and other miscellaneous variable costs. Fixed costs, such as hangar fee storage, maintenance not related to travel, pilot salaries, insurance and warranty are excluded from this calculation. | ||||||||
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