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
CLF$11.46+1.7%Stored close · as of Nov 6, 2026
Contents
63 | CLF 2024 PROXY STATEMENT
(1)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. | ||||||||
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.