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
58 | CLF 2026 PROXY STATEMENT
(1)2023 figures have been updated per the Summary Compensation Table.
(2)Deductions from, and additions to, total compensation in the Summary Compensation Table for 2025 to calculate Compensation Actually Paid consist of:
| 2025 | ||
|---|---|---|
| PEO ($) | AVERAGE NON-PEO NEOs ($) | |
| Total Compensation from Summary Compensation Table | 19,023,041 | 5,112,971 |
| Adjustments for Pension | ||
| Adjustment for Summary Compensation Table Pension | (460,100) | (88,250) |
| Amount added for Covered Year service cost | 302,794 | 69,655 |
| Amount added for prior service cost impacting Covered Year | 0 | 0 |
| Total Adjustments for Pension | (157,306) | (18,595) |
| Adjustments for Equity Awards | ||
| Adjustment for grant date values in the Summary Compensation Table | (12,874,374) | (3,422,944) |
| Year-end fair value of unvested awards granted in the Covered Year | 12,931,394 | 3,438,104 |
| Year-over-year difference of year-end fair values (from prior year-end to Covered Year-end) for unvested awards granted in prior years | 1,537,703 | 408,834 |
| 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 | 13,759 | 3,566 |
| 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 | 1,608,482 | 427,560 |
| Compensation Actually Paid (as calculated) | 20,474,217 | 5,521,936 |
(3)Equity valuation assumptions for calculating CAP are not materially different from grant date valuation assumptions.
(4)Non-PEO NEOs reflect the average SCT total compensation and average CAP for the following executives by year:
2023 - 2025: 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
(5)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 applicable 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 “Pay Versus Performance table” in order to correct an administrative error.
(6)The peer group is comprised of the companies in the S&P Metals & Mining Select Industry Group.
(7)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.
(8)The amounts for 2023 reflect repayment of erroneously-awarded compensation under the Company’s Compensation Clawback Policy. See “Recovery of Erroneously-Awarded Compensation” section below.
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.