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
COMPENSATION SETTING PROCESS
The Compensation Committee uses a multi-step process for setting compensation levels and opportunities and validating our pay targets. The table below describes and summarizes the analyses involved in this process:
| PROCESS STEP / ANALYSIS | RESPONSIBILITY | PURPOSE | CONDUCTED |
|---|---|---|---|
| REVIEW OF ANNUAL AND LONG-TERM INCENTIVE PROGRAMS | ■Compensation Committee■Executive Management | Aligning incentive compensation with business plans | December – February |
| INDIVIDUAL PERFORMANCE ASSESSMENTS | ■Board of Directors■Compensation Committee■Executive Management | Evaluating individual performance of CEO and executive management | December – February |
| COMPANY ACHIEVEMENT OF PERFORMANCE GOALS | ■Compensation Committee■Executive Management | Determining award payments based on Company performance in completed performance periods | January – February |
| ASSESSMENT OF COMPENSATION RISK PROGRAMS | ■Compensation Committee | Determining if risks related to the Company’s incentive compensation plans are appropriately mitigated such that there is no reasonable likelihood of a material adverse impact on the Company | October |
| COMPENSATION COMPARATOR GROUP REVIEW | ■Compensation Committee | To be used as an input to design short- and long-term pay programs and determine base salary ranges to assess the competitiveness of total direct compensation awarded to executives | October |
| YEAR-TO-DATE PERFORMANCE REVIEW OF ANNUAL AND LONG-TERM INCENTIVE PLANS | ■Compensation Committee■Executive Management | Evaluating the performance of the incentive programs that were established in February | Ongoing |
| SHAREHOLDER OUTREACH | ■Compensation Committee■Executive Management | Obtaining shareholder feedback on concerns and questions relating to compensation program design and performance | Ongoing |
| SHARE OWNERSHIP REQUIREMENTS | ■Compensation Committee | To ensure that executive management has a meaningful direct ownership stake in Cliffs and that the interests of executives are aligned with shareholders | Ongoing |
During the first quarter of the year, the Compensation Committee reviews our year-end financial results and, based on its evaluation of our achievement of the predefined financial and strategic performance goals and objectives, determines payouts for the awards from the previous plan year. Also during the first quarter of each year, the Compensation Committee authorizes compensation programs for the current year and establishes specific financial and strategic performance goals for relevant performance periods.
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