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Companies CLEVELAND-CLIFFS INC.

CLEVELAND-CLIFFS (CLF): executive pay, fiscal 2025

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CEO total pay$19,023,041CEO Lourenco Goncalves · source
Say-on-pay support83.94%Latest vote · source
CEO vs. named peers73rd pct.Of 16 peer CEOs
CEO pay ratio156:1To the median employee · source

CEO pay, last three years

  • $26,183,928FY2023
  • $15,248,897FY2024
  • $19,023,041FY2025

CEO total pay was $19,023,041 in fiscal 2025, up from $15,248,897 in fiscal 2024.

FY2025: salary $2,201,000 · bonus $0 · stock awards $12,874,374 · option awards $0

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Full detail

Every table from the filing. Open any section.

Summary compensation table
Named executive officerSalaryBonusStock awardsOption awardsNon-equity incentivePension / NQDCAll otherTotal
Lourenco Goncalves$2,201,000$0$12,874,374$0$3,345,520$496,500$105,647$19,023,041
Chairman, President and CEO
Clifford Smith893,00003,917,5850814,416193,70051,3315,870,032
EVP, COO
Celso Goncalves850,00003,728,9370775,200107,50073,7185,535,355
EVP, CFO
Keith Koci738,00003,237,5910673,05682,20043,5684,774,415
EVP & President, Cleveland-Cliffs Services
James Graham720,00002,807,6630547,200150,90046,3204,272,083
EVP, Chief Legal and Administrative Officer & Secretary

A dash means the company reported no figure in that column; 0 means it reported zero. Figures are as printed in the filing, without adjustment.

Three-year trend — total compensation per named executive

Named executive officerFY2025 totalFY2024 totalFY2023 totalΔ FY2024→2025
Lourenco Goncalves$19,023,041$15,248,897$26,183,928↑ +3,774,144
Clifford Smith5,870,0324,771,6867,808,307↑ +1,098,346
Celso Goncalves5,535,3554,494,0825,740,614↑ +1,041,273
Keith Koci4,774,4153,945,6455,897,389↑ +828,770
James Graham4,272,0833,502,1775,383,273↑ +769,906

Prior-year totals as disclosed in the corresponding proxy; deltas are computed values with the derivation shown in the register.

Incentive-plan design — the Compensation Discussion & Analysis

The Company's compensation philosophy is to place a significant portion of compensation at risk based on performance and increase the portion of compensation that is at risk as the responsibility level of the individual increases. The program is designed to align short-term and long-term incentives with results delivered to shareholders, focusing on financial performance, operational and strategic excellence, and safety.

CEO STI target (% of salary)—
CEO LTI target (% of salary)—
Independent consultantPearl Meyer & Partners, LLC
Clawback policytrue
Anti-hedgingtrue
Anti-pledgingtrue
Equity grants and outstanding awards

No plan-based awards are on file for this fiscal year.

Outstanding equity awards at fiscal year-end 2025

ExecutiveAwardShares unvestedExercise priceMarket value unvested
James GrahamRSU25,064—$332,850
Keith KociRSU28,901—383,805
GoncalvesRSU33,287—442,051
Clifford SmithRSU34,971—464,415
James GrahamRSU44,411—589,778
James GrahamPSU50,127—665,687
Keith KociRSU51,212—680,095
Keith KociPSU57,802—767,611
GoncalvesRSU58,984—783,308
Clifford SmithRSU61,968—822,935
GoncalvesPSU66,574—884,103
Clifford SmithPSU69,942—928,830
James GrahamPSU88,822—1,179,556
Keith KociPSU102,423—1,360,177
GoncalvesRSU114,926—1,526,217
GoncalvesPSU117,967—1,566,602
Clifford SmithPSU123,935—1,645,857
GoncalvesRSU203,644—2,704,392
GoncalvesPSU229,851—3,052,421
GoncalvesPSU407,288—5,408,785
Director compensation
DirectorCash feesStock awardsOption awardsNon-equity incentiveAll otherTotal
Douglas C. TaylorIndependent · Departed during FY$280,000$139,995——$0$419,995
Jane M. CroninIndependent · Audit160,000182,954——0342,954
John T. BaldwinIndependent · Audit (Chair) · Compensation and Organization190,000139,995——0329,995
Ralph S. Michael IIIIndependent · Lead Independent Director · Compensation and Organization · Governance and Nominating (Chair)175,000139,995——1,500316,495
Ron A. BloomIndependent · Governance and Nominating · Strategy and Sustainability160,000139,995——0299,995
G. StoliarIndependent160,000139,995——0299,995
Susan M. GreenIndependent · Governance and Nominating · Not standing for re-election160,000139,995——0299,995
Arlene M. YocumIndependent · Audit · Strategy and Sustainability160,000139,995——0299,995
Ben OrenIndependent · Audit160,000139,995——0299,995
Edilson T. CamaraIndependent · Compensation and Organization (Chair) · Newly elected21,73962,132——083,871
Lourenco GoncalvesEmployee director · Board Chair · Strategy and Sustainability (Chair)—————0

Board fee structure and ownership guideline

Annual cash retainer$160,000
Annual equity retainer$140,000
Per board meeting fee—
Committee chair fees (audit / comp / nom-gov)30,000 / 20,000 / 15,000
Stock ownership guideline$6

Total cost of the board

ComponentFY2025
Cash retainers and fees$1,626,739
Equity awards (grant-date value)$1,365,046
All other compensation$1,500
Total cost of the board$2,993,285

Computed as the sum of the director compensation table rows above; inputs and formula shown in the register.

Peer group, and who names CLEVELAND-CLIFFS as a peer

Companies that benchmark against CLF

8 companies name CLF as a compensation peer

Each company listed discloses CLF in its own benchmarking peer group, as disclosed in each company's most recent proxy statement within the last two proxy seasons. Two companies are therefore absent by design: one that named CLF in an earlier year and no longer does, and one whose own most recent disclosure is older than the last two seasons.

Disclosed peer group — fiscal year 2025

The compensation peer group as the company disclosed it in its own proxy — the reference set behind the percentile above.

Peer reciprocity

Of the companies CLEVELAND-CLIFFS INC. names as compensation peers, which name it back in their own disclosed peer groups. A peer set the market reciprocates reads differently from one selected in a single direction.

Reciprocity shown where the peer’s own current proxy has been read — each mark is cited in the register to that peer’s filing. A dash means the peer’s current proxy was read and names no reciprocal group including CLEVELAND-CLIFFS INC..

Chief executive pay against the peer group

Most recent fiscal-year chief executive compensation at each disclosed peer, taken from that company’s own proxy statement.

RankCompanyFYChief executiveSalaryStock awardsOption awardsNon-equity incentiveTotal
1Trane Technologies2025David Regnery$1,512,500$8,900,397$5,700,010$2,831,173$27,262,157
2Parker-Hannifin Corporation2026Jennifer Parmentier1,537,5007,586,8987,841,9404,539,82222,761,169
3Johnson Controls International2025Joakim Weidemanis825,00012,849,0883,749,9932,357,24719,963,827
4Cummins Inc.2025Jennifer Rumsey1,533,7506,429,00406,975,65619,905,532
5CLEVELAND-CLIFFS INC.2025Lourenco Goncalves2,201,00012,874,37403,345,52019,023,041
6DuPont de Nemours, Inc.2025Lori Koch1,242,31312,547,71101,897,50016,134,250
7Illinois Tool Works Inc.2025Christopher A. O'Herlihy1,337,2715,249,9575,249,9962,702,38915,211,011
8Nucor Corporation2025Leon J. Topalian1,560,0008,895,2732,000,0002,486,20314,945,471
9PPG Industries, Inc.2025Timothy Knavish1,300,0007,333,5423,666,6901,924,00014,885,022
10International Paper Company2025Andrew Silvernail1,000,00012,174,81801,318,50014,838,324
11Freeport-McMoRan Inc.2025Kathleen Quirk1,400,00011,631,59001,400,70014,808,126
12Alcoa Corporation2025William Oplinger1,298,9259,899,06902,314,68414,002,088
13Reliance Inc.2025Karla Lewis1,325,0007,653,35002,072,30013,374,389
14PACCAR Inc.2025R. Preston Feight1,690,3854,900,5002,174,4851,326,52112,618,865
15Steel Dynamics, Inc.2025Mark Millett1,535,0005,095,406—5,372,50012,059,908
16Stanley Black & Decker, Inc.2025Christopher Nelson997,4623,964,6991,321,569929,0557,656,246
—United States Steel Corporation——————not in coverage universe

Each peer’s compensation is from its most recently filed proxy; fiscal years differ by company. Each peer’s figures come from its own filings; the subject company is highlighted. Peers whose chief executive compensation is outside our coverage universe are stated as such, never left blank.

Incentive design against the same peers

CompanyAnnual incentive payoutLong-term vehicle mixPSU measures include TSRCompensation consultant
CLEVELAND-CLIFFS INC.not disclosedPerformance Cash 34 · PSU 33 · RSU 33not disclosedPearl Meyer & Partners, LLC
Alcoa Corporation118.8%PSU 60 · RSU 40Yes — Relative TSRPay Governance
Cummins Inc.90%PSU 70 · Cash LTI 30NoFarient
DuPont de Nemours, Inc.101.2%PSU 60 · RSU 40Yes — Relative TSRFrederic W. Cook & Co., Inc. (FW Cook)
Freeport-McMoRan Inc.66.7%PSU 75 · RSU 25NoFW Cook
Illinois Tool Works Inc.not disclosedPSU 50 · Options 50NoMeridian Compensation Partners LLC
International Paper Company87.9%PSU 100Yes — Relative TSRFrederic W. Cook
Johnson Controls International176.6%PSU 50 · Option 25 · RSU 25Yes — TSR Relative to S&P 500 IndustrialsFarient Advisors LLC
Nucor Corporation177.08%Cash LTI 50NoPearl Meyer & Partners, LLC
PACCAR Inc.62.7%not disclosedNoThe Committee typically retains a compensation consultant to assess the competitiveness of the Company's compensation programs every two years. It did not employ a compensation consultant in 2025.
Parker-Hannifin Corporationnot disclosedPSU 50 · Options 50NoMercer Consulting
PPG Industries, Inc.93%Option 33 · PRSU 33 · TSR Shares 33NoFW Cook
Reliance Inc.156.4%PSU 80 · RSU 20NoPay Governance LLC
Stanley Black & Decker, Inc.72.3%PSU 50 · RSU 25 · Options 25Yes — Relative TSRPay Governance
Steel Dynamics, Inc.350%PSU 53 · RSU 47NoPearl Meyer & Partners, LLC
Trane Technologies109.21%PSU 50 · Options 40 · RSU 10Yes — Relative TSRMeridian Compensation Partners, LLC
United States Steel Corporationnot disclosednot disclosednot disclosednot disclosed

Read from each company’s Compensation Discussion and Analysis: annual incentive payout as a percentage of target, the disclosed long-term vehicle mix, whether performance-share measures include a total shareholder return component, and the retained compensation consultant. “Not disclosed” appears only where the company’s filing does not state the item.

Say-on-pay history and pay ratio
Meeting yearMeeting dateForAgainstAbstainSupportOutcome
20262026-05-14283,241,02752,583,7061,621,45483.94%Passed
20252025-05-15236,209,16823,583,5641,686,16190.34%Passed
20242024-05-16220,508,32875,276,8154,114,34573.53%Passed
20232023-05-17290,899,12423,225,6831,439,32392.18%Passed
20222022-04-27166,353,28396,626,5552,071,00762.76%Passed
20212021-04-2880,044,793223,221,1623,117,79326.13%Failed

Rows are labeled by annual-meeting year, with the meeting date beside each; the vote held in a given year acts on the prior fiscal year’s compensation.

Say-on-pay — history, company’s computation

Meeting yearMeeting dateApproval — company’s computation
20262026-05-1483.94%a
20252025-05-1590.34%b
20242024-05-1673.53%c

a. Approved under the standard stated in the filing — “Abstentions will have the effect of votes against, and broker non-votes will have no effect with respect to, the advisory vote regarding the compensation of our NEOs.”.

b. Approved under the standard stated in the filing — “Abstentions will have the effect of votes against, and broker non-votes will have no effect with respect to, the advisory vote regarding the compensation of our NEOs.”.

c. Approved under the standard stated in the filing — “Abstentions will have the effect of votes against, and broker non-votes will have no effect with respect to, the advisory vote regarding the compensation of our NEOs.”.

Approval percentages are the company’s own reported computations under its own stated standard, not recomputed by Velarion. Where a company does not state a standard, none is assumed.

CEO pay ratio

Ratio (CEO : median employee)156 : 1
CEO total compensation—
Median employee compensation$122,321
Insider trades since the proxy

No insider equity transactions reported since the proxy statement.

Sources (53 citations)

Each figure is listed with the filing it comes from, where it appears in that filing, and the value as printed. Any figure can be independently confirmed against the source.

  • Section 01, Lourenco Goncalves. DEF 14A, filed 2026-04-02. Section “Executive Compensation Tables and Narratives” · page 47. As printed: 19,023,041. View filing ↗
  • Section 01, Clifford Smith. DEF 14A, filed 2026-04-02. Section “Executive Compensation Tables and Narratives” · page 47. As printed: 5,870,032. View filing ↗
  • Section 01, Celso Goncalves. DEF 14A, filed 2026-04-02. Section “Executive Compensation Tables and Narratives” · page 47. As printed: 5,535,355. View filing ↗
  • Section 01, Keith Koci. DEF 14A, filed 2026-04-02. Section “Executive Compensation Tables and Narratives” · page 47. As printed: 4,774,415. View filing ↗
  • Section 01, James Graham. DEF 14A, filed 2026-04-02. Section “Executive Compensation Tables and Narratives” · page 47. As printed: 4,272,083. View filing ↗
  • Section 07, pay ratio. DEF 14A, filed 2026-04-02. Section “CEO Pay Ratio”. As printed: 156 : 1. View filing ↗
  • Section 08, Douglas C. Taylor. DEF 14A, filed 2026-04-02. Section “Director Compensation”. As printed: 419,995. View filing ↗
  • Section 08, Jane M. Cronin. DEF 14A, filed 2026-04-02. Section “Director Compensation”. As printed: 342,954. View filing ↗
  • Section 08, John T. Baldwin. DEF 14A, filed 2026-04-02. Section “Director Compensation”. As printed: 329,995. View filing ↗
  • Section 08, Ralph S. Michael III. DEF 14A, filed 2026-04-02. Section “Director Compensation”. As printed: 316,495. View filing ↗
  • Section 08, Ron A. Bloom. DEF 14A, filed 2026-04-02. Section “Director Compensation”. As printed: 299,995. View filing ↗
  • Section 08, G. Stoliar. DEF 14A, filed 2026-04-02. Section “Director Compensation”. As printed: 299,995. View filing ↗
  • Section 08, Susan M. Green. DEF 14A, filed 2026-04-02. Section “Director Compensation”. As printed: 299,995. View filing ↗
  • Section 08, Arlene M. Yocum. DEF 14A, filed 2026-04-02. Section “Director Compensation”. As printed: 299,995. View filing ↗
  • Section 08, Ben Oren. DEF 14A, filed 2026-04-02. Section “Director Compensation”. As printed: 299,995. View filing ↗
  • Section 08, Edilson T. Camara. DEF 14A, filed 2026-04-02. Section “Director Compensation”. As printed: 83,871. View filing ↗
  • Section 08, Lourenco Goncalves. DEF 14A, filed 2026-04-02. Section “Director Compensation”. As printed: 0. View filing ↗
  • Section 06, 2026 vote. Form 8-K, filed 2026-05-20. Item 5.07 · say-on-pay result. As reported: 83.94% (votes for as printed: 283,241,027). View filing ↗
  • Section 06, 2025 vote. Form 8-K, filed 2025-05-21. Item 5.07 · say-on-pay result. As reported: 90.34% (votes for as printed: 236,209,168). View filing ↗
  • Section 06, 2024 vote. Form 8-K, filed 2024-05-20. Item 5.07 · say-on-pay result. As reported: 73.53% (votes for as printed: 220,508,328). View filing ↗
  • Section 01 trend, Δ column (computed). Computed. Δ = current-FY total − prior-FY total per named officer.
  • Section 09b board cost (computed). Computed. Cash 1,626,739 + equity 1,365,046 + all other 1,500 = 2,993,285, summed across the director compensation table rows.
  • Trane Technologies, Section 10b CEO total. DEF 14A, filed 2026-04-23. CEO total compensation as printed in Trane Technologies's own proxy. As printed: 27,262,157. View filing ↗
  • Parker-Hannifin Corporation, Section 10b CEO total. DEF 14A, filed 2026-09-18. CEO total compensation as printed in Parker-Hannifin Corporation's own proxy. As printed: 22,761,169. View filing ↗
  • Johnson Controls International, Section 10b CEO total. DEF 14A, filed 2026-01-16. CEO total compensation as printed in Johnson Controls International's own proxy. As printed: 19,963,827. View filing ↗
  • Cummins Inc., Section 10b CEO total. DEF 14A, filed 2026-04-02. CEO total compensation as printed in Cummins Inc.'s own proxy. As printed: 19,905,532. View filing ↗
  • CLEVELAND-CLIFFS INC. (subject), Section 10b CEO total. DEF 14A, filed 2026-04-02. CEO total compensation as printed in CLEVELAND-CLIFFS INC.'s own proxy. As printed: 19,023,041. View filing ↗
  • DuPont de Nemours, Inc., Section 10b CEO total. DEF 14A, filed 2026-04-10. CEO total compensation as printed in DuPont de Nemours, Inc.'s own proxy. As printed: 16,134,250. View filing ↗
  • Illinois Tool Works Inc., Section 10b CEO total. DEF 14A, filed 2026-03-27. CEO total compensation as printed in Illinois Tool Works Inc.'s own proxy. As printed: 15,211,011. View filing ↗
  • Nucor Corporation, Section 10b CEO total. DEF 14A, filed 2026-03-27. CEO total compensation as printed in Nucor Corporation's own proxy. As printed: 14,945,471. View filing ↗
  • PPG Industries, Inc., Section 10b CEO total. DEF 14A, filed 2026-03-05. CEO total compensation as printed in PPG Industries, Inc.'s own proxy. As printed: 14,885,022. View filing ↗
  • International Paper Company, Section 10b CEO total. DEF 14A, filed 2026-03-27. CEO total compensation as printed in International Paper Company's own proxy. As printed: 14,838,324. View filing ↗
  • Freeport-McMoRan Inc., Section 10b CEO total. DEF 14A, filed 2026-04-23. CEO total compensation as printed in Freeport-McMoRan Inc.'s own proxy. As printed: 14,808,126. View filing ↗
  • Alcoa Corporation, Section 10b CEO total. DEF 14A, filed 2026-03-19. CEO total compensation as printed in Alcoa Corporation's own proxy. As printed: 14,002,088. View filing ↗
  • Reliance Inc., Section 10b CEO total. DEF 14A, filed 2026-04-02. CEO total compensation as printed in Reliance Inc.'s own proxy. As printed: 13,374,389. View filing ↗
  • PACCAR Inc., Section 10b CEO total. DEF 14A, filed 2026-03-18. CEO total compensation as printed in PACCAR Inc.'s own proxy. As printed: 12,618,865. View filing ↗
  • Steel Dynamics, Inc., Section 10b CEO total. DEF 14A, filed 2026-03-27. CEO total compensation as printed in Steel Dynamics, Inc.'s own proxy. As printed: 12,059,908. View filing ↗
  • Stanley Black & Decker, Inc., Section 10b CEO total. DEF 14A, filed 2026-03-06. CEO total compensation as printed in Stanley Black & Decker, Inc.'s own proxy. As printed: 7,656,246. View filing ↗
  • Section 10a, Parker-Hannifin Corporation reciprocity. DEF 14A. Parker-Hannifin Corporation's most recent proxy was read; its disclosed peer group does not include CLEVELAND-CLIFFS INC.. View filing ↗
  • Section 10a, PPG Industries, Inc. reciprocity. DEF 14A. PPG Industries, Inc.'s most recent proxy was read; its disclosed peer group does not include CLEVELAND-CLIFFS INC.. View filing ↗
  • Section 10a, PACCAR Inc. reciprocity. DEF 14A. PACCAR Inc.'s most recent proxy was read; its disclosed peer group does not include CLEVELAND-CLIFFS INC.. View filing ↗
  • Section 10a, International Paper Company reciprocity. DEF 14A. International Paper Company's most recent proxy was read; its disclosed peer group does not include CLEVELAND-CLIFFS INC.. View filing ↗
  • Section 10a, Nucor Corporation reciprocity. DEF 14A. Nucor Corporation names CLEVELAND-CLIFFS INC. in its own disclosed peer group (read from its most recent proxy). View filing ↗
  • Section 10a, Reliance Inc. reciprocity. DEF 14A. Reliance Inc. names CLEVELAND-CLIFFS INC. in its own disclosed peer group (read from its most recent proxy). View filing ↗
  • Section 10a, Johnson Controls International reciprocity. DEF 14A. Johnson Controls International's most recent proxy was read; its disclosed peer group does not include CLEVELAND-CLIFFS INC.. View filing ↗
  • Section 10a, Trane Technologies reciprocity. DEF 14A. Trane Technologies's most recent proxy was read; its disclosed peer group does not include CLEVELAND-CLIFFS INC.. View filing ↗
  • Section 10a, DuPont de Nemours, Inc. reciprocity. DEF 14A. DuPont de Nemours, Inc.'s most recent proxy was read; its disclosed peer group does not include CLEVELAND-CLIFFS INC.. View filing ↗
  • Section 10a, Steel Dynamics, Inc. reciprocity. DEF 14A. Steel Dynamics, Inc. names CLEVELAND-CLIFFS INC. in its own disclosed peer group (read from its most recent proxy). View filing ↗
  • Section 10a, Alcoa Corporation reciprocity. DEF 14A. Alcoa Corporation names CLEVELAND-CLIFFS INC. in its own disclosed peer group (read from its most recent proxy). View filing ↗
  • Section 10a, Cummins Inc. reciprocity. DEF 14A. Cummins Inc.'s most recent proxy was read; its disclosed peer group does not include CLEVELAND-CLIFFS INC.. View filing ↗
  • Section 10a, Illinois Tool Works Inc. reciprocity. DEF 14A. Illinois Tool Works Inc.'s most recent proxy was read; its disclosed peer group does not include CLEVELAND-CLIFFS INC.. View filing ↗
  • Section 10a, Freeport-McMoRan Inc. reciprocity. DEF 14A. Freeport-McMoRan Inc.'s most recent proxy was read; its disclosed peer group does not include CLEVELAND-CLIFFS INC.. View filing ↗
  • Section 10a, Stanley Black & Decker, Inc. reciprocity. DEF 14A. Stanley Black & Decker, Inc.'s most recent proxy was read; its disclosed peer group does not include CLEVELAND-CLIFFS INC.. View filing ↗
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