CLEVELAND-CLIFFS INC.
For the period ended Dec 31, 2024. Filed Apr 2, 2025.
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Dec 31, 2024 · Filed Apr 2, 2025
Contents
60 | CLF 2025 PROXY STATEMENT
(1)Note that while similar adjustment information was provided in the 2024 proxy statement for Covered Years 2020, 2021, 2022 and 2023, under applicable SEC guidance, repeating such adjustment information is not required in this Proxy Statement because in the Company’s view it is not material to shareholders’ understanding of the information reported in the PVP Table for 2024 or the relationships disclosures provided below. Deductions from, and additions to, total compensation in the SCT for 2024 to calculate CAP consist of:
| 2024 | ||
|---|---|---|
| PEO | AVERAGE NON-PEO NEOs | |
| Total Compensation from Summary Compensation Table | $15,248,897 | $4,178,398 |
| Adjustments for Pension | ||
| Adjustment for Summary Compensation Table Pension | $(576,300) | $(91,825) |
| Amount added for Covered Year service cost | $294,645 | $58,652 |
| Amount added for prior service cost impacting Covered Year | $(63,800) | $(149,704) |
| Total Adjustments for Pension | $(345,455) | $(182,877) |
| Adjustments for Equity Awards | ||
| Adjustment for grant date values in the Summary Compensation Table | $(11,469,565) | $(3,049,452) |
| Year-end fair value of unvested awards granted in the Covered Year | $3,410,989 | $906,891 |
| Year-over-year difference of year-end fair values (from prior year-end to Covered Year-end) for unvested awards granted in prior years | $(7,831,278) | $(2,029,295) |
| Fair values at vest date for awards granted and vested in Covered Year | $0 | $0 |
| Difference in fair values between prior year-end fair values and vest date fair values for awards granted in prior years | $(4,711,433) | $(1,072,599) |
| Forfeitures during Covered Year equal to prior year-end fair value | $0 | $0 |
| Dividends or dividend equivalents not otherwise included in the total compensation | $0 | $0 |
| Total Adjustments for Equity Awards | $(20,601,287) | $(5,244,455) |
| Compensation Actually Paid (as calculated) | $(5,697,845) | $(1,248,935) |
| (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: | ||
| 2024: Celso L. Goncalves Jr., Clifford T. Smith, Keith A. Koci and James D. Graham | ||
| 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 Covered Year in the table through the end of each Covered Year in the table, assuming reinvestment of dividends. The numbers in these columns have been revised from the numbers previously reported in last year’s PVP Table in order to correct an administrative error. | ||
| (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.