CLEVELAND-CLIFFS INC.
For the period ended Dec 31, 2025. Filed Apr 2, 2026.
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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, 2025 · Filed Apr 2, 2026
CLF$11.46+1.7%Stored close · as of Nov 6, 2026
Contents
12 | CLF 2026 PROXY STATEMENT
| COMPENSATION AND ORGANIZATION COMMITTEE | ||
|---|---|---|
| MEMBERS: 3 | INDEPENDENT: 3 | 2025 MEETINGS: 6 |
| RESPONSIBILITIES: | ||
| ▪Oversees development and implementation of Cliffs’ compensation policies and programs for officers;▪Develops criteria for awards under incentive plans that appropriately relate to Cliffs’ business strategy and operating performance objectives, and approves equity-based awards;▪Reviews and evaluates CEO and other executive officer performance and approves compensation (with the CEO’s compensation being subject to ratification by the independent members of the Board);▪Recommends to the Board the election of officers;▪Assists with management development and succession planning;▪Reviews and approves employment and severance arrangements with officers and oversees regulatory compliance regarding compensation matters;▪Reviews and recommends the CD&A and the Compensation Committee report for inclusion in appropriate Cliffs securities filings;▪Obtains the advice of outside experts with regard to compensation matters; and▪May, in its discretion, delegate all or a portion of its duties and responsibilities to a subcommittee and may delegate certain equity award grant authority to certain officers of Cliffs, subject to applicable law.For more information about the role of executives and outside advisers in our executive compensation process, see the CD&A section of this proxy statement. | ||
| CHAIR: Edilson T. Camara | MEMBERS: John T. Baldwin and Ralph S. Michael, III | |
| GOVERNANCE AND NOMINATING COMMITTEE | ||
|---|---|---|
| MEMBERS: 3 | INDEPENDENT: 3 | 2025 MEETINGS: 5 |
| RESPONSIBILITIES: | ||
| ▪Oversees annual review of our Corporate Governance Guidelines and periodically reviews external developments in corporate governance matters generally;▪Periodically reviews and makes recommendations regarding our officers’ authorized levels for corporate expenditures;▪Establishes and maintains, with the Audit Committee, procedures for review of related party transactions that relate to Board members;▪Reviews the qualifications of incumbent directors and proposed Board candidates, and recommends to the Board as director-nominees those candidates possessing the experience, skills and qualifications consistent with Board-approved criteria, our Corporate Governance Guidelines and other criteria deemed important by the Governance Committee;▪Monitors the Board governance process and provides guidance on Board governance and other matters;▪Recommends changes in membership and responsibility of Board committees and reviews and makes recommendations regarding any conditional resignations tendered by directors;▪Reviews and administers our director compensation plans and benefits, and makes recommendations to the Board with respect to compensation plans, equity-based plans and Share Ownership Guidelines for directors; and▪Other responsibilities include oversight of annual evaluation of the Board and CEO, as well as monitoring risks associated with Board organization, membership, structure and succession planning. | ||
| CHAIR: Ralph S. Michael, III | MEMBERS: Ron A. Bloom and Susan M. Green | |
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