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
Contents
39 | CLF 2026 PROXY STATEMENT
The Compensation Committee reviewed the Company’s financial metric, strategic performance and safety as summarized above. Based on this assessment, the Compensation Committee made the following determinations:
The Compensation Committee approved the Adjusted EBITDA payout at 0%.
Following the assessment of the strategic initiatives, the Compensation Committee approved them above target, which would equate to a weighted payout of 56%.
The Compensation Committee approved the Safety Scorecard payout at 20% to recognize the focus by our hourly and salaried employees on safe production.
Total funding under the EMPI Plan was 76%. The total annual incentive amounts paid to NEOs are set forth in the following table:
| 2025 BASE SALARY ($) | TARGET AWARD LEVEL (%) | TARGET AWARD LEVEL ($) | PAYOUT ACHIEVED (%) | EMPI PLAN PAYOUT ($) | |
|---|---|---|---|---|---|
| Goncalves | 2,201,000 | 200 | 4,402,000 | 76 | 3,345,520 |
| C. Goncalves | 850,000 | 120 | 1,020,000 | 76 | 775,200 |
| Smith | 893,000 | 120 | 1,071,600 | 76 | 814,416 |
| Koci | 738,000 | 120 | 885,600 | 76 | 673,056 |
| Graham | 720,000 | 100 | 720,000 | 76 | 547,200 |
The objective is to establish target goals in any given year that are challenging yet achievable, with a much higher level of difficulty to achieve performance that generates the maximum payout. Over the last ten years, the actual performance results of the EMPI Plan have averaged 135.6% of target and ranged from a low of 20% of target to a high of 200% of target as shown in the chart below:
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