CLEVELAND-CLIFFS INC.
For the period ended Dec 31, 2025. Filed Apr 2, 2026.
View on SEC.govAbout this filing
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
Contents
2 | CLF 2026 PROXY STATEMENT
| 2025 EXECUTIVE COMPENSATION SUMMARY | (PAGE 47) |
|---|---|
| The numbers in the following table showing the 2025 compensation of our named executive officers (the “NEOs”) were determined in the same manner as the numbers in the corresponding columns in the 2025 Summary Compensation Table (the “SCT”) (provided later in this proxy statement); however, they do not include information regarding changes in pension value and non-qualified deferred compensation earnings and information regarding all other compensation, each as required to be presented in the SCT under the rules of the U.S. Securities and Exchange Commission (the “SEC”). As such, this table should not be viewed as a substitute for the SCT. | |
| NAME | PRINCIPAL POSITION | SALARY ($) | BONUS($) | STOCK AWARDS($) | OPTION AWARDS ($) | NON-EQUITY INCENTIVE PLAN COMPENSATION ($) | TOTAL($) |
|---|---|---|---|---|---|---|---|
| Lourenco Goncalves | Chairman, President and Chief Executive Officer | 2,201,000 | — | 12,874,374 | — | 3,345,520 | 18,420,894 |
| Celso L. Goncalves Jr. | Executive Vice President, Chief Financial Officer | 850,000 | — | 3,728,937 | — | 775,200 | 5,354,137 |
| Clifford T. Smith | Executive Vice President, Chief Operating Officer | 893,000 | — | 3,917,585 | — | 814,416 | 5,625,001 |
| Keith A. Koci | Executive Vice President & President, Cleveland-Cliffs Services | 738,000 | — | 3,237,591 | — | 673,056 | 4,648,647 |
| James D. Graham | Executive Vice President, Chief Legal and Administrative Officer & Secretary | 720,000 | — | 2,807,663 | — | 547,200 | 4,074,863 |
| INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM | (PAGE 65) |
|---|---|
| As a matter of good corporate governance, we are asking our shareholders to ratify the selection of Deloitte & Touche LLP as our independent registered public accounting firm for 2026. | |
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS
This proxy statement contains statements that constitute “forward-looking statements” within the meaning of the federal securities laws. As a general matter, forward-looking statements relate to anticipated trends and expectations rather than historical matters. Forward-looking statements are subject to uncertainties and factors relating to our operations and business environment that are difficult to predict and may be beyond our control. Such uncertainties and factors may cause actual results to differ materially from those expressed or implied by the forward-looking statements. These factors and uncertainties include, but are not limited to, the factors, risks and uncertainties described in Part I., Item 1A., “Risk Factors,” in our Annual Report on Form 10-K for the year ended December 31, 2025, and those described from time to time in our future reports filed with the SEC. Except to the extent required by law, we do not undertake to update the forward-looking statements included in this proxy statement to reflect the impact of circumstances or events that may arise after the date the forward-looking statements were made. Forward-looking and other statements in this proxy statement regarding our greenhouse gas (“GHG”) reduction plans and goals are not an indication that these statements are necessarily material to investors or required to be disclosed in our filings with the SEC. In addition, historical, current and forward-looking GHG-related statements may be based on standards for measuring progress that are still developing, internal controls and processes that continue to evolve and assumptions that are subject to change in the future.
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.