CLF DEF 14A

Cleveland-Cliffs Inc. (CLF)

DEF 14A 2026-04-02 For: 2025-12-31

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Added on June 12, 2026


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☐			Preliminary Proxy Statement
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PROXY STATEMENT SUMMARY			1
QUESTIONS AND ANSWERS ABOUT THE MEETING AND VOTING			4
MEETING INFORMATION			6
SUSTAINABILITY			8
Health and Safety			8
Environmental and Sustainability Management			8
Climate and Greenhouse Gas Emissions			9
Human Capital Development			10
Community Engagement and Charitable Giving			10
CORPORATE GOVERNANCE			11
Board Leadership Structure			11
Board’s Role in Risk Oversight			11
Board Meetings and Committees			12
Identification and Evaluation of Director Candidates			14
Communications With Directors			15
Code of Business Conduct and Ethics			15
Independence and Related Party Transactions			15
Insider Trading Policy			16
DIRECTOR COMPENSATION			17
Director Compensation for 2025			18
PROPOSAL 1 – ELECTION OF DIRECTORS			19
Information Concerning Director Nominees			21
OWNERSHIP OF EQUITY SECURITIES OF THE COMPANY			25
EQUITY COMPENSATION PLAN INFORMATION			26
COMPENSATION DISCUSSION AND ANALYSIS			27
Executive Summary			28
Executive Compensation Philosophy and Core Principles			31
Development and Oversight of Executive Compensation			34
Analysis of 2025 Compensation Decisions			37
Retirement and Deferred Compensation Benefits			43
Supplementary Compensation Policies			43
COMPENSATION COMMITTEE REPORT			46
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION			46
COMPENSATION-RELATED RISK ASSESSMENT			46
EXECUTIVE COMPENSATION			47
Executive Compensation Tables and Narratives			47
Potential Payments Upon Termination or Change in Control			53
CEO Pay Ratio			57
Pay Versus Performance			58
RECOVERY OF ERRONEOUSLY-AWARDED COMPENSATION			61
PROPOSAL 2 – APPROVAL, ON AN ADVISORY BASIS, OF OUR NAMED EXECUTIVE OFFICERS' COMPENSATION			63
AUDIT COMMITTEE REPORT			64
PROPOSAL 3 – RATIFICATION OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM			65
INFORMATION ABOUT SHAREHOLDER PROPOSALS AND COMPANY DOCUMENTS			66
OTHER INFORMATION			66
ANNEX A			A-1


2026 ANNUAL MEETING OF SHAREHOLDERS		(PAGE 6)

DATE AND TIME:	Thursday, May 14, 2026, at 11:30 a.m. EDT
PLACE:	Online at www.virtualshareholdermeeting.com/CLF2026
RECORD DATE:	March 16, 2026
VOTING:	Shareholders of record are entitled to vote by Internet at www.proxyvote.com; by telephone at 1-800-690-6903; by completing and returning the enclosed proxy card by mail; or by voting online during the 2026 Annual Meeting of Shareholders (the “2026 Annual Meeting”) at www.virtualshareholdermeeting.com/CLF2026 (beneficial holders must obtain a legal proxy from their broker, bank, nominee or other shareholder of record granting the right to vote).
PROXY MATERIALS:	This proxy statement, the accompanying proxy card and our 2025 Annual Report will be made available on or about April 2, 2026, to shareholders of record as of March 16, 2026.


NAME	PRINCIPAL POSITION	SALARY ($)	BONUS ($)	STOCK AWARDS ($)	OPTION AWARDS ($)	NON-EQUITY INCENTIVE PLAN COMPENSATION ($)	TOTAL ($)
Lourenco Goncalves	Chairman, President and Chief Executive Officer	2,201,000	—	12,874,374	—	3,345,520	18,420,894
Celso L. Goncalves Jr.	Executive Vice President, Chief Financial Officer	850,000	—	3,728,937	—	775,200	5,354,137
Clifford T. Smith	Executive Vice President, Chief Operating Officer	893,000	—	3,917,585	—	814,416	5,625,001
Keith A. Koci	Executive Vice President & President, Cleveland-Cliffs Services	738,000	—	3,237,591	—	673,056	4,648,647
James D. Graham	Executive Vice President, Chief Legal and Administrative Officer & Secretary	720,000	—	2,807,663	—	547,200	4,074,863


YOUR VOTE IS IMPORTANT. YOU MAY VOTE BY INTERNET, BY TELEPHONE, BY MAILING THE ENCLOSED PROXY CARD, OR BY VOTING ONLINE DURING THE 2026 ANNUAL MEETING.
The proxy statement and Cliffs’ Annual Report for the 2025 fiscal year are available at www.proxyvote.com. These materials also are available on Cliffs’ website at www.clevelandcliffs.com under “Investors.” If your shares are not registered in your own name, please follow the voting instructions from your bank, broker, nominee or other shareholder of record to vote your shares.


ATTENDANCE AND PARTICIPATION AT THE 2026 ANNUAL MEETING

Our virtual 2026 Annual Meeting will be conducted on the Internet via live audio webcast. Shareholders will be able to participate online and submit questions in advance of the 2026 Annual Meeting by visiting www.virtualshareholdermeeting.com/CLF2026, beginning at 11:00 a.m. EDT on May 14, 2026. Shareholders will be able to vote their shares electronically during the 2026 Annual Meeting. To participate in the 2026 Annual Meeting, you will need the 16-digit control number included on your proxy card or your voting instruction form. The 2026 Annual Meeting will begin promptly at 11:30 a.m. EDT. We encourage you to access the 2026 Annual Meeting prior to the start time. Online access will begin at 11:00 a.m. EDT. Guests may listen to a live audio webcast of the virtual 2026 Annual Meeting by visiting www.virtualshareholdermeeting.com/CLF2026, but guests are not entitled to participate. The virtual 2026 Annual Meeting platform is fully supported across browsers (Edge, Firefox, Chrome and Safari) and devices (desktops, laptops, tablets and smartphones) running the most updated version of applicable software and plugins. Participants should ensure they have a strong Internet connection wherever they intend to participate in the 2026 Annual Meeting. Participants should also allow plenty of time to log in and ensure that they can hear streaming audio prior to the start of the 2026 Annual Meeting. To ensure your shares are properly represented, please vote your proxy promptly even if you plan to join the 2026 Annual Meeting. QUESTIONS At the conclusion of the 2026 Annual Meeting, Lourenco Goncalves, our Chairman, President and Chief Executive Officer (“CEO”), will be available to answer questions submitted by shareholders. Shareholders may submit questions for the 2026 Annual Meeting after logging in, beginning at 11:00 a.m. EDT on May 14, 2026. If you wish to submit a question, you may do so by logging into the virtual meeting platform at www.virtualshareholdermeeting.com/CLF2026, typing your question into the “Ask a Question” field, and clicking “Submit.” Please submit any questions before the start time of the 2026 Annual Meeting. We will answer as many shareholder-submitted questions as time permits. Additional information regarding the ability of shareholders to ask questions during the 2026 Annual Meeting, related rules of conduct and other materials for the 2026 Annual Meeting will be available at www.virtualshareholdermeeting.com/CLF2026. TECHNICAL DIFFICULTIES Technical support, including related technical support phone numbers, will be available on the virtual meeting platform at www.virtualshareholdermeeting.com/CLF2026 beginning at 11:00 a.m. EDT on May 14, 2026, through the conclusion of the 2026 Annual Meeting.


SHAREHOLDER ENGAGEMENT (summary)			(PAGE 29)

We maintain open and proactive communications with the investment community. During 2025 and early 2026, we reached out to our top 25 shareholders, representing over 50% of our outstanding common shares (approximately 70% of the votes cast at our 2025 Annual Meeting of Shareholders), to solicit their perspectives on our compensation program, financial performance, corporate governance, sustainability and other topics. We also made our independent Lead Director available for these meetings. The feedback received from our outreach efforts is shared with and considered by our Board of Directors (the “Board”), and our engagement activities have generated valuable input that helps inform our decisions and strategy, when appropriate. See the sub-section entitled “Shareholder Engagement” in the Compensation Discussion and Analysis (“CD&A”) section for more details as to what we heard from our recent engagement activities and how we responded to that feedback.


EXECUTIVE COMPENSATION PHILOSOPHY AND CORE PRINCIPLES			(PAGE 31)

Our guiding executive compensation principles, as established by the Compensation Committee for 2025, were as follows: 1.Align short-term and long-term incentives with results delivered to shareholders; 2.Be transparent, helping to ensure that executives and shareholders understand our executive compensation programs, including the objectives, mechanics, compensation levels and opportunities provided; 3.Design an incentive plan that focuses on performance objectives tied to our business plan (including profitability-related and cost control objectives), relative performance objectives tied to market conditions (including relative total shareholder return, measured by share price appreciation plus dividends, if any) and performance against other key objectives tied to our business strategy (including safety); 4.Provide competitive fixed compensation elements over the short term (base salary) and long term (equity and retirement benefits) to encourage long-term retention of our key executives; and 5.Continue to structure programs to align with corporate governance best practices, such as not providing “gross-ups” related to change in control payments, using “double-trigger” vesting in connection with a change in control for equity awards, using Share Ownership Guidelines and maintaining a clawback policy related to incentive compensation for our executive officers.


2025 EXECUTIVE COMPENSATION SUMMARY			(PAGE 47)

The numbers in the following table showing the 2025 compensation of our named executive officers (the “NEOs”) were determined in the same manner as the numbers in the corresponding columns in the 2025 Summary Compensation Table (the “SCT”) (provided later in this proxy statement); however, they do not include information regarding changes in pension value and non-qualified deferred compensation earnings and information regarding all other compensation, each as required to be presented in the SCT under the rules of the U.S. Securities and Exchange Commission (the “SEC”). As such, this table should not be viewed as a substitute for the SCT.


INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM			(PAGE 65)

As a matter of good corporate governance, we are asking our shareholders to ratify the selection of Deloitte & Touche LLP as our independent registered public accounting firm for 2026.


CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

This proxy statement contains statements that constitute “forward-looking statements” within the meaning of the federal securities laws. As a general matter, forward-looking statements relate to anticipated trends and expectations rather than historical matters. Forward-looking statements are subject to uncertainties and factors relating to our operations and business environment that are difficult to predict and may be beyond our control. Such uncertainties and factors may cause actual results to differ materially from those expressed or implied by the forward-looking statements. These factors and uncertainties include, but are not limited to, the factors, risks and uncertainties described in Part I., Item 1A., “Risk Factors,” in our Annual Report on Form 10-K for the year ended December 31, 2025, and those described from time to time in our future reports filed with the SEC. Except to the extent required by law, we do not undertake to update the forward-looking statements included in this proxy statement to reflect the impact of circumstances or events that may arise after the date the forward-looking statements were made. Forward-looking and other statements in this proxy statement regarding our greenhouse gas (“GHG”) reduction plans and goals are not an indication that these statements are necessarily material to investors or required to be disclosed in our filings with the SEC. In addition, historical, current and forward-looking GHG-related statements may be based on standards for measuring progress that are still developing, internal controls and processes that continue to evolve and assumptions that are subject to change in the future.


AUDIT COMMITTEE

MEMBERS: 4	INDEPENDENT: 4	2025 MEETINGS: 8
AUDIT COMMITTEE FINANCIAL EXPERTS: The Board has determined that each of John T. Baldwin, Jane M. Cronin, Ben Oren and Arlene M. Yocum is an “audit committee financial expert” within the meaning of Item 407 of Regulation S-K under the federal securities laws.
RESPONSIBILITIES:
▪Reviews with our management, the internal auditors and the independent registered public accounting firm, the adequacy and effectiveness of our system of internal control over financial reporting; ▪Reviews significant accounting matters; ▪Reviews quarterly unaudited financial information prior to public release; ▪Approves the audited financial statements prior to public distribution; ▪Oversees and monitors risks related to accounting, financial reporting and information security; ▪Approves our assertions related to internal controls prior to public distribution; ▪Reviews any significant changes in our accounting principles or financial reporting practices; ▪Evaluates our independent registered public accounting firm, discusses with the independent registered public accounting firm its independence, and considers the compatibility of non-audit services with such independence; ▪Annually selects and retains our independent registered public accounting firm to examine our financial statements, and reviews and approves the services performed by our independent registered public accounting firm; ▪Establishes and maintains, with the Governance Committee, procedures to review related party transactions; ▪Approves management’s appointment, termination or replacement of the head of Internal Audit; and ▪Periodically evaluates ethical and legal compliance.
CHAIR: John T. Baldwin	MEMBERS: Jane M. Cronin, Ben Oren and Arlene M. Yocum


COMPENSATION AND ORGANIZATION COMMITTEE

MEMBERS: 3	INDEPENDENT: 3	2025 MEETINGS: 6
RESPONSIBILITIES:
▪Oversees development and implementation of Cliffs’ compensation policies and programs for officers; ▪Develops criteria for awards under incentive plans that appropriately relate to Cliffs’ business strategy and operating performance objectives, and approves equity-based awards; ▪Reviews and evaluates CEO and other executive officer performance and approves compensation (with the CEO’s compensation being subject to ratification by the independent members of the Board); ▪Recommends to the Board the election of officers; ▪Assists with management development and succession planning; ▪Reviews and approves employment and severance arrangements with officers and oversees regulatory compliance regarding compensation matters; ▪Reviews and recommends the CD&A and the Compensation Committee report for inclusion in appropriate Cliffs securities filings; ▪Obtains the advice of outside experts with regard to compensation matters; and ▪May, in its discretion, delegate all or a portion of its duties and responsibilities to a subcommittee and may delegate certain equity award grant authority to certain officers of Cliffs, subject to applicable law. For more information about the role of executives and outside advisers in our executive compensation process, see the CD&A section of this proxy statement.
CHAIR: Edilson T. Camara	MEMBERS: John T. Baldwin and Ralph S. Michael, III


GOVERNANCE AND NOMINATING COMMITTEE

MEMBERS: 3	INDEPENDENT: 3	2025 MEETINGS: 5
RESPONSIBILITIES:
▪Oversees annual review of our Corporate Governance Guidelines and periodically reviews external developments in corporate governance matters generally; ▪Periodically reviews and makes recommendations regarding our officers’ authorized levels for corporate expenditures; ▪Establishes and maintains, with the Audit Committee, procedures for review of related party transactions that relate to Board members; ▪Reviews the qualifications of incumbent directors and proposed Board candidates, and recommends to the Board as director-nominees those candidates possessing the experience, skills and qualifications consistent with Board-approved criteria, our Corporate Governance Guidelines and other criteria deemed important by the Governance Committee; ▪Monitors the Board governance process and provides guidance on Board governance and other matters; ▪Recommends changes in membership and responsibility of Board committees and reviews and makes recommendations regarding any conditional resignations tendered by directors; ▪Reviews and administers our director compensation plans and benefits, and makes recommendations to the Board with respect to compensation plans, equity-based plans and Share Ownership Guidelines for directors; and ▪Other responsibilities include oversight of annual evaluation of the Board and CEO, as well as monitoring risks associated with Board organization, membership, structure and succession planning.
CHAIR: Ralph S. Michael, III	MEMBERS: Ron A. Bloom and Susan M. Green


PROXY STATEMENT TABLE OF CONTENTS


BOARD FORM OF CASH COMPENSATION			2025 ($)
Annual Retainer			160,000
Lead Director Annual Retainer			100,000
Audit Committee Chair Annual Retainer			30,000
Compensation Committee Chair Annual Retainer			20,000
Governance Committee Chair Annual Retainer			15,000


NAME	FEES EARNED OR PAID IN CASH ($)(1)	STOCK AWARDS ($)(2)	ALL OTHER COMPENSATION ($)(3)	TOTAL ($)
J.T. Baldwin	190,000	139,995	—	329,995
R.A. Bloom	160,000	139,995	—	299,995
E.T. Camara (4)	21,739	62,132	—	83,871
J.M. Cronin (5)	160,000	182,954	—	342,954
S.M. Green	160,000	139,995	—	299,995
R.S. Michael, III	175,000	139,995	1,500	316,495
B. Oren	160,000	139,995	—	299,995
G. Stoliar	160,000	139,995	—	299,995
D.C. Taylor	280,000	139,995	—	419,995
A.M. Yocum	160,000	139,995	—	299,995
(1)The amounts reported in this column reflect the aggregate cash dollar value of all earnings in 2025 for annual retainer fees and chair retainers. As noted above, during 2025, Ms. Cronin and Messrs. Bloom and Stoliar each elected to take certain portions of these cash amounts in Cliffs shares under our Retainer Share Election Program. (2)The amounts reported in this column reflect the aggregate grant date fair value computed in accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 718 for the nonemployee directors’ restricted share awards granted during 2025, which awards are further described above, and whether or not deferred by the director. The grant date fair value of the nonemployee directors’ restricted share award of 18,567 shares on April 23, 2025 was $7.54 per share (approximately $140,000). Mr. Baldwin elected to defer all of his 2025 restricted share award in the form of deferred shares under the Directors' Plan. As of December 31, 2025, the aggregate number of restricted shares or deferred shares subject to forfeiture held by each nonemployee director was as follows: Mr. Baldwin - 18,567; Mr. Bloom - 18,567; Mr. Camara - 5,633; Ms. Cronin - 23,089; Ms. Green - 18,567; Mr. Michael - 18,567; Mr. Oren - 18,567; Mr. Stoliar - 18,567; Mr. Taylor - 18,567; and Ms. Yocum - 18,567. As of December 31, 2025, the aggregate number of deferred share units allocated to the deferred share account of Mr. Baldwin under the Directors’ Plan was 85,896. (3)The amount in this column reflects matching contributions made to charitable organizations from the Foundation on behalf of the director. (4)Mr. Camara was elected as a director on November 12, 2025, and he received a prorated 2025 restricted share award. (5)Ms. Cronin was elected as a director on January 3, 2025, and she received a prorated 2024 restricted share award.


þ			THE BOARD RECOMMENDS A VOTE FOR ALL OF THE NOMINEES LISTED ON THE FOLLOWING PAGES.


STRATEGY AND SUSTAINABILITY COMMITTEE

MEMBERS: 4	INDEPENDENT: 3	2025 MEETINGS: 5
RESPONSIBILITIES:
▪Oversees Cliffs’ strategic planning activities and long-term business objectives; ▪Acts in an advisory capacity with respect to Cliffs’ sustainability strategies, its commitment to environmental stewardship, its focus on health and safety of employees and other stakeholders, and its corporate social responsibility initiatives; ▪Monitors risks and opportunities relevant to Cliffs’ business strategy, including operational, safety and ESG-related risks, as well as climate-related risks and decarbonization opportunities; ▪Provides advice and assistance with developing our current and future strategy; ▪Monitors the progress and implementation of Cliffs’ strategy and long-term business objectives, including by assessing the results of major projects and transactions; ▪Assesses developments in best practice frameworks and guidance as may be appropriate in the context of Cliffs’ then current industrial assets, geographic footprint, and overall business plans and objectives; ▪Considers the merits and risks of potential acquisitions, joint ventures, emerging growth opportunities and strategic alliances; and ▪Reviews and approves any sustainability reports that Cliffs may publish from time to time.
CHAIR: Lourenco Goncalves	MEMBERS: Ron A. Bloom, Gabriel Stoliar and Arlene M. Yocum


NAME OF BENEFICIAL OWNER	AMOUNT AND NATURE OF “BENEFICIAL OWNERSHIP” (1)
	BENEFICIAL OWNERSHIP	INVESTMENT POWER		VOTING POWER		PERCENT OF CLASS (2)
		SOLE	SHARED	SOLE	SHARED
Directors
John T. Baldwin	133,227	133,227	—	133,227	—	—
Ron A. Bloom	102,937	102,937	—	102,937	—	—
Edilson T. Camara	41,983	41,983	—	41,983	—	—
Jane M. Cronin	54,242	54,242	—	54,242	—	—
Susan M. Green	116,726	116,726	—	116,726	—	—
Ralph S. Michael, III	218,086	218,086	—	218,086	—	—
Ben Oren	32,734	32,734	—	32,734	—	—
Gabriel Stoliar	286,660	286,660	—	286,660	—	—
Arlene M. Yocum	121,133	121,133	—	121,133	—	—
Named Executive Officers
Lourenco Goncalves	2,378,347	2,378,347	—	2,378,347	—	—
Celso L. Goncalves Jr.	214,309	214,309	—	214,309	—	—
Clifford T. Smith	466,758	466,758	—	466,758	—	—
Keith A. Koci	367,303	367,303	—	367,303	—	—
James D. Graham	339,309	339,309	—	339,309	—	—
All Current Directors and Executive Officers as a group (16 Persons)	5,411,439	5,411,439	—	5,411,439	—	—
Other Persons
BlackRock, Inc. (3) 50 Hudson Yards New York, NY 10001	44,103,832	44,103,832	—	43,104,639	—	7.73
(1)Under SEC rules, “beneficial ownership” includes having or sharing with others the power to vote or direct the investment of securities. Accordingly, a person having or sharing the power to vote or direct the investment of securities is deemed to “beneficially own” the securities even if he or she has no right to receive any part of the dividends on or the proceeds from the sale of the securities. Also, because “beneficial ownership” extends to persons, such as co-trustees under a trust, who share power to vote or control the disposition of the securities, the very same securities may be deemed “beneficially owned” by two or more persons shown in the table. Information with respect to “beneficial ownership” shown in the table above is based upon information supplied by our directors and executive officers and filings made with the SEC or furnished to us by shareholders. (2)Less than one percent, except as otherwise indicated. (3)BlackRock, Inc. reported its ownership on Amendment No. 5 to Schedule 13G filed with the SEC on April 17, 2025.


PLAN CATEGORY	NUMBER OF SECURITIES TO BE ISSUED UPON EXERCISE OF OUTSTANDING OPTIONS, WARRANTS AND RIGHTS (a)		WEIGHTED AVERAGE EXERCISE PRICE OF OUTSTANDING OPTIONS, WARRANTS AND RIGHTS (b)		NUMBER OF SECURITIES REMAINING AVAILABLE FOR FUTURE ISSUANCE UNDER EQUITY COMPENSATION PLANS (EXCLUDING SECURITIES REFLECTED IN COLUMN (a)) (c)
Equity Compensation Plans Approved by Security Holders	12,306,708	(1)	$11.86	(2)	17,354,506	(3)
Equity Compensation Plans Not Approved by Security Holders	—		__		—
Total	12,306,708				17,354,506


OUR NEOs FOR 2025:
Lourenco Goncalves			Chairman, President and CEO
Celso L. Goncalves Jr.			Executive Vice President, CFO
Clifford T. Smith			Executive Vice President, Chief Operating Officer
Keith A. Koci			Executive Vice President & President, Cleveland-Cliffs Services
James D. Graham			Executive Vice President, Chief Legal and Administrative Officer & Secretary


CD&A TABLE OF CONTENTS


Executive Summary			28
Executive Compensation Philosophy and Core Principles			31
Development and Oversight of Executive Compensation			34
Analysis of 2025 Compensation Decisions			37
Retirement and Deferred Compensation Benefits			43
Supplementary Compensation Policies			43
Executive Compensation Tables and Narratives			47


SHAREHOLDER ENGAGEMENT HIGHLIGHTS
Annual Engagement With Shareholders	ü	In 2025, we contacted our top 25 shareholders, representing over 50% of our outstanding shares (approximately 70% of the votes cast at our 2025 Annual Meeting of Shareholders), to request feedback and engagement.
	ü	Members of our senior management team met separately with each of these shareholders that accepted our offer to engage during late 2025 and early 2026. Our independent Lead Director was also made available to meet with shareholders.
	ü	During 2025, members of our senior management team participated in over 900 shareholder meetings and attended over 25 in-person conferences or on-site meetings or facility tours with shareholders.
Broad Scope Discussions	We customize our meetings by aligning discussion topics with shareholder interests, including, but not limited to:
	ü	Board and Corporate Governance
	ü	Executive Compensation
	ü	Financial Performance and Business Strategy
	ü	Important non-financial matters, including human capital, environmental, sustainability, risk management, and cybersecurity
Responsive to Shareholder Feedback	ü	Shareholders’ perspectives inform Board decisions on executive compensation programs and important non-financial matters


						HISTORICAL RESPONSIVENESS
						ü			The Compensation Committee uses the thoughtful feedback from our shareholders and makes necessary changes to our compensation program as needed, in order to align the program with shareholders’ long-term interests. The metrics and targets the Compensation Committee has chosen reward executives for exceptional performance, and likewise hold them accountable during periods when our performance lags. The Compensation Committee believes that the program is aligned with shareholders’ interests, as evidenced by the approval result of over 90% on the Say-on-Pay vote in 2025.
						ü			The Compensation Committee has a proven track record of listening to shareholder concerns and incorporating their feedback into the compensation program, when applicable. In prior years, shareholders have questioned the use of one-time discretionary awards to executives. The Compensation Committee listened to our shareholders and acknowledged that special discretionary awards are tools that should be used only in extraordinary circumstances, and the Compensation Committee made a commitment to not make special discretionary awards to executive officers except in extraordinary circumstances where the compensation objectives cannot be addressed through our annual compensation program.
						ü			The Compensation Committee continues to set aggressive targets for the short-term annual incentive plan that align with shareholders’ long-term interests. This is evidenced by the Adjusted EBITDA financial performance metric not being achieved in either 2024 or 2025, resulting in a 0% payout for the financial portion of the metric for both years.


Fixed	BASE SALARY
	ü	Fixed cash income to retain and attract highly marketable executives in a competitive market for executive talent and provide stable income to reward fulfilling day-to-day responsibilities
At Risk	ANNUAL INCENTIVE
	ü	Motivate and reward executives for performance on key strategic, operational and financial measures during the year
	LONG-TERM INCENTIVE
	ü	Motivate and reward executives for achievement on a key long-term performance metric
	ü	Align the interests of executives with long-term shareholder value
	ü	Retain executives


BEST PRACTICES

ü			Set rigorous, objective incentive award metrics that are directly tied to Company performance
ü			Reserve Compensation Committee discretion to reduce incentive payouts when outcomes do not align with the shareholder experience
ü			Provide a significant proportion of NEO compensation in the form of performance-based awards
ü			Include caps on individual payouts under incentive plans
ü			Use double-trigger vesting for long-term equity awards in connection with a change in control
ü			Maintain and operate a NYSE-compliant incentive compensation clawback policy for executive officers
ü			Establish and enforce robust Share Ownership Guidelines for NEOs
ü			Regularly engage with shareholders on executive compensation and governance matters
ü			Conduct an annual advisory Say-on-Pay vote
ü			Conduct annual compensation-related risk assessments
ü			Maintain an insider trading policy that prohibits officers from engaging in speculative trading activities involving Company securities, including short selling, hedging and pledging
ü			Retain an independent executive compensation consultant to advise the Compensation Committee, which is composed entirely of independent directors
ü			Do not permit highly-leveraged incentive plans that could encourage excessive risk-taking
ü			Do not provide employment agreements for executive officers
ü			Do not permit repricing or backdating of stock options without shareholder approval
ü			Do not provide tax gross-ups on change in control payments, including excise taxes or cash paid in lieu of health and welfare benefits
ü			Do not provide service credits for prior employment under the Supplemental Executive Retirement Plan (“SERP”)


PROCESS FOR DETERMINING COMPENSATION COMPARATOR GROUP

Industry: U.S. publicly-traded companies on major exchange and in similar industry
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Similar Scale: Revenue approximately 0.70 to 2.0 times that of Cliffs
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Business Fit: Direct business and labor market competitors
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COMPENSATION COMPARATOR GROUP
Alcoa Corporation	Johnson Controls International	Reliance Inc.
Cummins Inc.	LyondellBasell Industries N.V.	Stanley Black & Decker, Inc.
DuPont de Nemours, Inc.	Nucor Corporation	Steel Dynamics, Inc.
Freeport-McMoRan Inc.	PACCAR Inc.	Trane Technologies
Illinois Tool Works Inc.	Parker-Hannifin Corporation	United States Steel Corporation1
International Paper Company	PPG Industries, Inc.
(1)United States Steel Corporation was acquired in June 2025 and will be removed from future comparator groups.


	2024 ($)	INCREASE (%)	2025 ($)
Goncalves	2,201,000	—	2,201,000
C. Goncalves	850,000	—	850,000
Smith	893,000	—	893,000
Koci	738,000	—	738,000
Graham	720,000	—	720,000


	2025 BASE SALARY ($)	THRESHOLD (%)	TARGET (%)	MAXIMUM (%)
Goncalves	2,201,000	100	200	400
C. Goncalves	850,000	60	120	240
Smith	893,000	60	120	240
Koci	738,000	60	120	240
Graham	720,000	50	100	200


2025 EMPI Plan

EMPI PLAN PERFORMANCE METRIC	THRESHOLD 50%	TARGET 100%	MAXIMUM 200%	WEIGHTING (%)	2025 ACTUAL	2025 FUNDING (%)
Adjusted EBITDA ($ in millions) (1)	$700	$1,000	$1,300	50.0	$37	—
Safety Scorecard	3.5%	5.0%	6.5%	10.0	11.1%	20.0
Strategic Initiatives:	—	—	—	40.0	140.0%	56.0
▪Optimize operating footprint based on raw material needs and capital requirements
▪Achieve run-rate synergy target from the Stelco acquisition by end of 2025
▪Advance government-funded strategic projects
▪Commission new Bright Anneal Line at Coshocton
▪Improve balance sheet flexibility post-Stelco acquisition
▪Complete partnership agreement for Weirton transformer plant and maintain pace for 2026 facility commissioning
▪Any other initiatives the Compensation Committee deems significant to advancing the Company

			Total	100.0		76.0
(1)See Annex A to this proxy statement for an explanation of our non-GAAP financial measure, Adjusted EBITDA.


2025 EMPI Plan Strategic Initiatives

Optimize operating footprint based on raw material needs and capital requirements. During 2025, we made the decision to fully or partially idle or permanently close six of our operations due to underperformance or to align our raw material needs with expected production. These changes allowed us to streamline our operations, enhance efficiency and improve our cost structure, with minimal impact to our flat-rolled steel output.
Achieve run-rate synergy target from the Stelco acquisition by end of 2025. Upon completion of the Stelco acquisition, we identified $120 million in potential annual synergies. The identified synergies included asset and capital expenditure optimization, procurement savings, reduced selling, general and administrative expenses, duplicative public company costs and other opportunities. By the end of 2025, we exceeded the run-rate synergy target of $120 million.
Advance government-funded strategic projects. Throughout 2025, we continued negotiations with the DOE to pursue government-funded strategic projects. We made significant progress in our conversations with the DOE throughout the year, and our Butler project to replace natural gas furnaces with electric induction furnaces for high-temperature reheating of grain oriented electrical steel remains on track for completion by 2029. Additionally, we are working with the DOE to finalize the scope of a potential project at our Middletown facility. The Middletown project involves investment in advanced, energy and GHG-efficient iron making to support continued production of high-quality, automotive-grade steel by Middletown.
Commission new Bright Anneal Line at Coshocton. In June 2025, we announced the commissioning of our new state-of-the-art vertical stainless bright anneal line at our Coshocton facility. The $150 million capital investment was completed and is supplying premium stainless steel for high-end automotive and critical appliance applications. This new line enhances the consistent profit generating potential of our stainless-steel products and provides our customers with a higher-quality product.
Improve balance sheet flexibility post-Stelco acquisition. During 2025, we completed various financial transactions to improve our financial flexibility, including refinancing several tranches of debt and issuing equity. The proceeds from the equity issuance were used to pay down debt, which aligns with our strategic focus on deleveraging. Through these transactions, we enhanced our liquidity and extended our maturity runway for our outstanding debt, with our nearest senior notes maturities coming in 2029.
Complete partnership agreement for Weirton transformer plant and maintain pace for 2026 facility commissioning. After further evaluation, we determined not to proceed with developing a transformer plant at our Weirton facility. Instead, with our increased focus on reducing debt, we decided to launch a sales process to sell the Weirton facility. We believe that the Weirton facility is an attractive asset that has garnered significant interest from multiple buyers. Any net proceeds from a potential sale transaction would be used to pay down debt.
Any other initiatives the Compensation Committee deems significant to advancing the Company. In addition to the strategic initiatives discussed above, we achieved or advanced many other significant Company initiatives during 2025. For example, we signed a Memorandum of Understanding with POSCO to potentially form a strategic partnership, signed multi-year fixed price contracts with certain automotive customers to secure profitable business for years to come, shifted historical contracted semi-finished steel slab sales to higher margin products, launched sell-side processes to explore sales of certain non-core or idled assets, and successfully completed a production trial collaboration with a major automotive customer, where our exposed steel parts were stamped with no defects using the customer’s existing aluminum-forming equipment.


	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


	TARGET (%)	TOTAL GRANT VALUE ($)	TARGET PERFORMANCE CASH INCENTIVE AWARDS ($)	TARGET PERFORMANCE SHARE AWARDS (#)	RESTRICTED STOCK UNITS (#)
Goncalves	600	14,142,766	4,490,040	407,288	407,288
C. Goncalves	450	4,096,318	1,300,500	117,967	117,967
Smith	450	4,303,550	1,366,290	123,935	123,935
Koci	450	3,556,565	1,129,140	102,423	102,423
Graham	400	3,084,281	979,200	88,822	88,822


			MULTIPLE OF BASE PAY
CEO			6x
Executive / Senior Vice President			3x
Vice President			1.5x


	VALUE OF SHARES OWNED DIRECTLY ($)	VALUE OF RESTRICTED STOCK UNITS ($)	TOTAL SHARE VALUE ($) (1)	REQUIRED MULTIPLE OF BASE SALARY	REQUIRED VALUE ($)	APPROXIMATE OWNERSHIP RELATIVE TO BASE SALARY AS OF DECEMBER 31, 2025
	# OF SHARES OWNED DIRECTLY	# OF RESTRICTED STOCK UNITS	# OF TOTAL SHARES
Goncalves	$53,431,544	$8,846,546	$62,278,090	6x	13,206,000	28.3x
	5,233,256	866,459	6,099,715
C. Goncalves	$1,757,372	$2,506,575	$4,263,947	3x	2,550,000	5.0x
	172,123	245,502	417,625
Smith	$6,290,156	$2,692,346	$8,982,503	3x	2,679,000	10.1x
	616,078	263,697	879,775
Koci	$3,323,774	$2,225,106	$5,548,880	3x	2,214,000	7.5x
	325,541	217,934	543,475
Graham	$3,104,838	$1,921,022	$5,025,860	3x	2,160,000	7.0x
	304,098	188,151	492,249
(1)Value is calculated based on the one-year average closing price per share of our shares as of December 31, 2025, which was $10.21.


NAME AND PRINCIPAL POSITION (a)	YEAR (b)	SALARY ($) (1) (2) (c)	STOCK AWARDS ($) (3) (d)	NON-EQUITY INCENTIVE PLAN COMPENSATION ($) (1) (4) (e)	CHANGE IN PENSION VALUE AND NONQUALIFIED DEFERRED COMPENSATION EARNINGS ($) (5) (f)	ALL OTHER COMPENSATION ($) (6) (g)	TOTAL ($) (h)
Lourenco Goncalves Chairman, President and CEO	2025	2,201,000	12,874,374	3,345,520	496,500	105,647	19,023,041
	2024	2,201,000	11,469,565	880,400	576,300	121,632	15,248,897
	2023	2,116,000	11,860,431	10,052,899	1,944,607	112,655	26,086,592
Celso L. Goncalves Jr. EVP, CFO	2025	850,000	3,728,937	775,200	107,500	73,718	5,535,355
	2024	850,000	3,322,043	204,000	55,700	62,339	4,494,082
	2023	750,000	3,152,903	1,538,004	210,100	72,357	5,723,364
Clifford T. Smith EVP, COO	2025	893,000	3,917,585	814,416	193,700	51,331	5,870,032
	2024	893,000	3,490,106	214,320	121,600	52,660	4,771,686
	2023	859,000	3,611,091	2,455,378	808,200	50,930	7,784,599
Keith A. Koci EVP & President, Cleveland-Cliffs Services	2025	738,000	3,237,591	673,056	82,200	43,568	4,774,415
	2024	738,000	2,884,320	177,120	98,900	47,305	3,945,645
	2023	710,000	2,984,710	1,901,883	239,500	41,700	5,877,793
James D. Graham EVP, Chief Legal and Administrative Officer & Secretary	2025	720,000	2,807,663	547,200	150,900	46,320	4,272,083
	2024	720,000	2,501,337	144,000	91,100	45,740	3,502,177
	2023	681,000	2,544,728	1,582,797	515,275	43,810	5,367,610
(1)2025 amounts in columns (c) and (e) reflect the salary and non-equity incentive plan compensation for each NEO, respectively, before pre-tax reductions for contributions to the 401(k) Savings Plan, the NQDC Plan and certain other benefit plans.
(2)The 2025 salary for each of the NEOs includes his base salary before the employee's contributions to the 401(k) Savings Plan. The following table summarizes salary contributions for the 401(k) Savings Plan for our NEOs in 2025:


	401(k) CONTRIBUTION ($)	CATCH-UP CONTRIBUTION ($)	TOTAL ($)
Goncalves	23,500	7,500	31,000
C. Goncalves	23,500	—	23,500
Smith	56,000	7,500	63,500
Koci	23,500	7,500	31,000
Graham	23,500	7,500	31,000