Not independent
Tenure on this board
12.4 yrs
8 nominees · 3 ballot items.
Elect eight Board-nominated directors; approve, on an advisory basis, the named executive officers’ compensation (Say-on-Pay); and ratify Deloitte & Touche LLP as the company’s independent registered public accounting firm for the 2026 fiscal year.
Elect eight director nominees nominated by the Board to serve until the next Annual Meeting of Shareholders or until their successors are elected and qualified.
Advisory (non-binding) vote to approve the compensation of the company’s named executive officers as disclosed in the proxy statement (CD&A, compensation tables and related disclosures).
This advisory proposal asks shareholders to approve the Company’s disclosed named executive officer (NEO) compensation as described in the proxy statement, including the Compensation Discussion and Analysis and executive pay tables. Management seeks this non-binding endorsement to confirm investor support for its pay practices, which emphasize a significant at‑risk mix tying short‑term incentives to Adjusted EBITDA, safety and strategic initiatives and long‑term incentives to relative total shareholder return (TSR), and to validate governance features such as clawback provisions, share ownership guidelines and double‑trigger change‑in‑control protections. The Compensation Committee retained an independent consultant, engages regularly with major shareholders, and reports that prior Say‑on‑Pay results were strong (over 90% approval in 2025), using that engagement to refine metrics and targets. The Company’s 2025 annual incentive (EMPI) weighted Adjusted EBITDA at 50%, strategic initiatives at 40% and safety at 10%, with Adjusted EBITDA below threshold in 2025 (yielding a 0% payout on that component), strong safety performance (200% for safety), and strategic outcomes above target, producing an overall 76% funding for the year. Long‑term incentives are split among performance cash, performance shares (both tied to relative TSR versus an industry comparator group) and time‑based restricted stock units, aligning executives with peer performance and shareholders over multi‑year horizons. Company context relevant to shareholder assessment includes a recent immaterial accounting restatement that led to a limited clawback-recovery exercise, a history of both zero payouts and high payouts under performance awards depending on market cycles, and active steps to strengthen balance sheet and operational strategy (e.g., asset optimization, multi‑year OEM contracts, DOE project engagement). Management frames the vote as advisory and non‑binding, but the Compensation Committee commits to reviewing shareholder feedback and the vote outcome when making future compensation decisions. For sophisticated evaluation, key issues are whether the chosen metrics and peer group appropriately align pay with long‑term value creation, whether the Board’s responsiveness to shareholder feedback and clawback actions adequately mitigate governance risk, and how cyclical industry dynamics (which can produce volatile long‑term award outcomes) affect the pay‑for‑performance link.
Ratify the appointment of Deloitte & Touche LLP as Cleveland‑Cliffs’ independent registered public accounting firm for the 2026 fiscal year.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | STATE STREET CORP | 6.89% | 39,311,243 | $332M |
| 2 | BlackRock, Inc. | 5.54% | 31,614,392 | $267M |
| 3 | VANGUARD CAPITAL MANAGEMENT LLC | 4.49% | 25,594,354 | $216M |
| 4 | VANGUARD PORTFOLIO MANAGEMENT LLC | 4.41% | 25,179,354 | $213M |
| 5 | Maple Rock Capital Partners Inc. | 3.64% | 20,745,557 | $175M |
| 6 | Slate Path Capital LP | 3.37% | 19,243,981 | $163M |
| 7 | BlackRock, Inc. | 3.29% | 18,771,678 | $159M |
| 8 | DIMENSIONAL FUND ADVISORS LP | 2.61% | 14,914,034 | $126M |
| 9 | FAIRFAX FINANCIAL HOLDINGS LTD/ CAN | 2.61% | 14,899,273 | $126M |
| 10 | TWO SIGMA INVESTMENTS, LP | 2.44% | 13,921,996 | $118M |
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