CLEVELAND-CLIFFS INC.
For the period ended Dec 31, 2025. Filed Apr 2, 2026.
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Dec 31, 2025 · Filed Apr 2, 2026
Contents
47 | CLF 2026 PROXY STATEMENT
(5) The 2025 amounts in column (f) reflect the actuarial increase in the present value of the NEOs’ benefits under the Pension Plan and the SERP, both of which are discussed in “Compensation Discussion and Analysis–Retirement and Deferred Compensation Benefits” under the sub-heading “Defined Benefit Pension Plan,” determined using interest rate and mortality assumptions consistent with those used in our financial statements and may include amounts in which the NEOs are not fully vested.
The following table summarizes changes in pension values and above-market earnings on deferred compensation in 2025:
| PRESENT VALUE OF PENSION ACCRUALS ($) | ABOVE-MARKET INTEREST ON DEFERRED COMPENSATION ($) | TOTAL ($) | |
|---|---|---|---|
| Goncalves | 496,500 | — | 496,500 |
| C. Goncalves | 107,500 | — | 107,500 |
| Smith | 193,700 | — | 193,700 |
| Koci | 82,200 | — | 82,200 |
| Graham | 150,900 | — | 150,900 |
(6) The 2025 amounts in column (g) reflect the combined value of the NEOs’ perquisites (the benefits attributable to our paid parking, fitness reimbursement program, executive physical, financial services, commuter and travel expenses, and other amounts) and matching contributions made on behalf of the executives under the 401(k) Savings Plan and the NQDC Plan.
The following table summarizes perquisites and other compensation in 2025:
| PAID PARKING ($) | EXECUTIVE PHYSICALS ($) | FINANCIAL SERVICES ($) | 401(k) SAVINGS PLAN MATCHING CONTRIBUTIONS ($) | NQDC PLAN MATCHING CONTRIBUTIONS ($) | OTHER ($) (a) | TOTAL ($) | |
|---|---|---|---|---|---|---|---|
| Goncalves | 4,200 | — | 34,130 | 14,000 | 14,613 | 38,704(a) | 105,647 |
| C. Goncalves | 4,200 | — | 7,340 | 13,883 | 20,117 | 28,178(a) | 73,718 |
| Smith | 4,200 | — | 13,320 | 14,000 | 19,811 | — | 51,331 |
| Koci | 4,900 | — | 9,148 | 14,000 | 15,520 | — | 43,568 |
| Graham | 4,200 | — | 13,320 | 14,000 | 14,800 | — | 46,320 |
| (a)Other compensation reflects the aggregate incremental cost of commuter and travel expenses, including the cost of Mr. Goncalves’ personal use of corporate aircraft ($34,466.52) and ground transportation ($4,237.80) and Mr. C. Goncalves’ personal use of corporate aircraft ($26,813.47) and ground transportation ($1,364.75) in 2025. We have estimated our aggregate incremental cost of personal use of the corporate aircraft using a methodology that reflects the direct variable operating costs on an hourly basis, including all costs that may vary by the hours flown. Included in these direct variable operating costs are: aircraft fuel and oil, trip-related maintenance, crew travel expenses, trip-related fees, ramp fees, landing fees, catering and other miscellaneous variable costs. Fixed costs, such as hangar fee storage, maintenance not related to travel, pilot salaries, insurance and warranty are excluded from this calculation. | |||||||
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