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Definitive proxy statements

Pay vs Performance Disclosure

v3.23.1
Pay vs Performance Disclosure - USD ($)
 12 Months Ended
Dec. 31, 2022
Dec. 31, 2021
Dec. 31, 2020
Pay vs Performance Disclosure [Table]
Pay vs Performance [Table Text Block]
For purposes of this Pay Versus Performance section, all references to “compensation actually paid” mean such amounts as computed in accordance with Item 402(v) of Regulation S-K, which may be different from other compensation amounts discussed in the CD&A and elsewhere in this proxy statement. Mr. Lourenco Goncalves was our principal executive officer ("PEO") for each Covered Year.
VALUE OF INITIAL FIXED $100 INVESTMENT BASED ON:
YEAR SUMMARY COMPENSATION TABLE TOTAL FOR PEO COMPENSATION ACTUALLY PAID TO PEO (1)(2) AVERAGE SUMMARY COMPENSATION TABLE TOTAL FOR NON-PEO NEOS (3) AVERAGE COMPENSATION ACTUALLY PAID TO NON-PEO NEOS (1)(2)(3) TOTAL SHAREHOLDER RETURN (4) PEER GROUP TOTAL SHAREHOLDER RETURN (4)(5) NET INCOME (LOSS)
(in millions)		 ADJUSTED EBITDA (in millions) (6)
2022 $18,457,351 $5,088,110 $4,620,214 $2,514,425 $196.35 $177.02 $1,376 $3,169
2021 $24,494,731 $39,028,092 $4,104,246 $6,194,093 $265.34 $156.49 $3,033 $5,287
2020 $18,511,405 $37,952,040 $3,170,114 $5,987,817 $177.46 $115.97 $(81) $353
Company Selected Measure Name Adjusted EBITDA
Named Executive Officers, Footnote [Text Block] 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 2020: Clifford T. Smith, Keith A. Koci, Terry G. Fedor and Maurice D. Harapiak
Peer Group Issuers, Footnote [Text Block] (5)The peer group is comprised of the companies in the S&P Metals & Mining Select Industry Group.
PEO Total Compensation Amount $ 18,457,351 $ 24,494,731 $ 18,511,405
PEO Actually Paid Compensation Amount $ 5,088,110 39,028,092 37,952,040
Adjustment To PEO Compensation, Footnote [Text Block] Deductions from, and additions to, total compensation in the SCT by year to calculate CAP consist of:
2022 2021 2020
PEO AVERAGE NON-PEO NEOs PEO AVERAGE NON-PEO NEOs PEO AVERAGE NON-PEO NEOs
Total Compensation from SCT $18,457,351 $4,620,214 $24,494,731 $4,104,246 $18,511,405 $3,170,114
Adjustments for Pension
SCT pension $0 $0 $(420,600) $(67,360) $(684,200) $(195,850)
Current year service cost $27,241 $26,848 $28,442 $19,535 $23,957 $19,074
Prior service cost impacting current year $478,791 $66,448 $411,999 $44,884 $354,783 $44,266
Total Adjustments for Pension $506,032 $93,296 $19,841 $(2,941) $(305,460) $(132,510)
Adjustments for Equity Awards
Grant date values in the SCT $(9,260,335) $(2,033,332) $(7,060,185) $(1,066,402) $(4,127,534) $(689,055)
Year-end fair value of unvested awards granted in the current year $6,623,094 $1,454,262 $9,357,480 $1,413,396 $14,523,322 $2,424,540
Year-over-year difference of year-end fair values for unvested awards granted in prior years $(3,818,727) $(569,111) $7,614,950 $1,114,689 $4,360,047 $696,980
Fair values at vest date for awards granted and vested in current year $0 $0 $0 $0 $0 $0
Difference in fair values between prior year-end fair values and vest date fair values for awards granted in prior years $(7,419,305) $(1,050,904) $4,601,275 $631,104 $4,972,918 $514,898
Forfeitures during current year equal to prior year-end fair value $0 $0 $0 $0 $0 $0
Dividends or dividend equivalents not otherwise included in the total compensation $0 $0 $0 $0 $17,342 $2,850
Total Adjustments for Equity Awards $(13,875,273) $(2,199,085) $14,513,520 $2,092,787 $19,746,095 $2,950,213
Compensation Actually Paid (as calculated) $5,088,110 $2,514,425 $39,028,092 $6,194,093 $37,952,040 $5,987,817
(2)Equity valuation assumptions for calculating CAP are not materially different from grant date valuation assumptions.
(3)Non-PEO NEOs reflect the average SCT total compensation and average CAP for the following executives by year:
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
2020: Clifford T. Smith, Keith A. Koci, Terry G. Fedor and Maurice D. Harapiak
(4)Total Shareholder Return figures are based on a fixed investment of $100 from the beginning of the earliest year in the table through the end of each applicable year in the table, assuming reinvestment of dividends.
(5)The peer group is comprised of the companies in the S&P Metals & Mining Select Industry Group.
(6)Reconciliations for Adjusted EBITDA can be found in Annex A to this proxy statement.
Non-PEO NEO Average Total Compensation Amount $ 4,620,214 4,104,246 3,170,114
Non-PEO NEO Average Compensation Actually Paid Amount $ 2,514,425 6,194,093 5,987,817
Adjustment to Non-PEO NEO Compensation Footnote [Text Block] Deductions from, and additions to, total compensation in the SCT by year to calculate CAP consist of:
2022 2021 2020
PEO AVERAGE NON-PEO NEOs PEO AVERAGE NON-PEO NEOs PEO AVERAGE NON-PEO NEOs
Total Compensation from SCT $18,457,351 $4,620,214 $24,494,731 $4,104,246 $18,511,405 $3,170,114
Adjustments for Pension
SCT pension $0 $0 $(420,600) $(67,360) $(684,200) $(195,850)
Current year service cost $27,241 $26,848 $28,442 $19,535 $23,957 $19,074
Prior service cost impacting current year $478,791 $66,448 $411,999 $44,884 $354,783 $44,266
Total Adjustments for Pension $506,032 $93,296 $19,841 $(2,941) $(305,460) $(132,510)
Adjustments for Equity Awards
Grant date values in the SCT $(9,260,335) $(2,033,332) $(7,060,185) $(1,066,402) $(4,127,534) $(689,055)
Year-end fair value of unvested awards granted in the current year $6,623,094 $1,454,262 $9,357,480 $1,413,396 $14,523,322 $2,424,540
Year-over-year difference of year-end fair values for unvested awards granted in prior years $(3,818,727) $(569,111) $7,614,950 $1,114,689 $4,360,047 $696,980
Fair values at vest date for awards granted and vested in current year $0 $0 $0 $0 $0 $0
Difference in fair values between prior year-end fair values and vest date fair values for awards granted in prior years $(7,419,305) $(1,050,904) $4,601,275 $631,104 $4,972,918 $514,898
Forfeitures during current year equal to prior year-end fair value $0 $0 $0 $0 $0 $0
Dividends or dividend equivalents not otherwise included in the total compensation $0 $0 $0 $0 $17,342 $2,850
Total Adjustments for Equity Awards $(13,875,273) $(2,199,085) $14,513,520 $2,092,787 $19,746,095 $2,950,213
Compensation Actually Paid (as calculated) $5,088,110 $2,514,425 $39,028,092 $6,194,093 $37,952,040 $5,987,817
(2)Equity valuation assumptions for calculating CAP are not materially different from grant date valuation assumptions.
(3)Non-PEO NEOs reflect the average SCT total compensation and average CAP for the following executives by year:
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
2020: Clifford T. Smith, Keith A. Koci, Terry G. Fedor and Maurice D. Harapiak
(4)Total Shareholder Return figures are based on a fixed investment of $100 from the beginning of the earliest year in the table through the end of each applicable year in the table, assuming reinvestment of dividends.
(5)The peer group is comprised of the companies in the S&P Metals & Mining Select Industry Group.
(6)Reconciliations for Adjusted EBITDA can be found in Annex A to this proxy statement.
Equity Valuation Assumption Difference, Footnote [Text Block] (2)Equity valuation assumptions for calculating CAP are not materially different from grant date valuation assumptions.
Compensation Actually Paid vs. Total Shareholder Return [Text Block]
Compensation Actually Paid and Cumulative TSR
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Compensation Actually Paid vs. Net Income [Text Block]
Compensation Actually Paid and Net Income (Loss)
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Compensation Actually Paid vs. Company Selected Measure [Text Block]
Compensation Actually Paid and Adjusted EBITDA
/investors/sec-filings/all-sec-filings/xbrl_doc_only/5118/clf-20230403_g25.jpg
Total Shareholder Return Amount $ 196.35 265.34 177.46
Peer Group Total Shareholder Return Amount 177.02 156.49 115.97
Net Income (Loss) $ 1,376,000,000 $ 3,033,000,000 $ (81,000,000)
Company Selected Measure Amount 3,169,000,000 5,287,000,000 353,000,000
PEO Name Lourenco Goncalves
Additional 402(v) Disclosure [Text Block] (4)Total Shareholder Return figures are based on a fixed investment of $100 from the beginning of the earliest year in the table through the end of each applicable year in the table, assuming reinvestment of dividends.(6)Reconciliations for Adjusted EBITDA can be found in Annex A to this proxy statement.
Measure [Axis]: 1
Pay vs Performance Disclosure [Table]
Measure Name Adjusted EBITDA
Measure [Axis]: 2
Pay vs Performance Disclosure [Table]
Measure Name Relative TSR
PEO [Member] | SCT pension [Member]
Pay vs Performance Disclosure [Table]
Adjustment to Compensation Amount $ 0 $ (420,600) $ (684,200)
PEO [Member] | Pension Current Year Service Cost [Member]
Pay vs Performance Disclosure [Table]
Adjustment to Compensation Amount 27,241 28,442 23,957
PEO [Member] | Pension Prior Year Service Cost Impacting Current Year [Member]
Pay vs Performance Disclosure [Table]
Adjustment to Compensation Amount 478,791 411,999 354,783
PEO [Member] | Pension [Member]
Pay vs Performance Disclosure [Table]
Adjustment to Compensation Amount 506,032 19,841 (305,460)
PEO [Member] | Grant date values in the SCT [Member]
Pay vs Performance Disclosure [Table]
Adjustment to Compensation Amount (9,260,335) (7,060,185) (4,127,534)
PEO [Member] | Year-End Fair Value Of Unvested Awards Granted In The Current Year [Member]
Pay vs Performance Disclosure [Table]
Adjustment to Compensation Amount 6,623,094 9,357,480 14,523,322
PEO [Member] | Year-Over-Year Difference Of Year-End Fair Values For Unvested Awards Granted In Prior Years [Member]
Pay vs Performance Disclosure [Table]
Adjustment to Compensation Amount (3,818,727) 7,614,950 4,360,047
PEO [Member] | Fair Values At Vest Date For Awards Granted And Vested In Current Year [Member]
Pay vs Performance Disclosure [Table]
Adjustment to Compensation Amount 0 0 0
PEO [Member] | Differences In Fair Values Between Prior Year-End Fair Values And Vest Date Fair Values For Awards Granted In Prior Years [Member]
Pay vs Performance Disclosure [Table]
Adjustment to Compensation Amount (7,419,305) 4,601,275 4,972,918
PEO [Member] | Forfeitures During Current Year Equal To Prior Year-End Fair Value [Member]
Pay vs Performance Disclosure [Table]
Adjustment to Compensation Amount 0 0 0
PEO [Member] | Dividends Or Dividend Equivalents Not Otherwise Included In The Total Compensation [Member]
Pay vs Performance Disclosure [Table]
Adjustment to Compensation Amount 0 0 17,342
PEO [Member] | Equity Awards [Member]
Pay vs Performance Disclosure [Table]
Adjustment to Compensation Amount (13,875,273) 14,513,520 19,746,095
Non-PEO NEO [Member] | SCT pension [Member]
Pay vs Performance Disclosure [Table]
Adjustment to Compensation Amount 0 (67,360) (195,850)
Non-PEO NEO [Member] | Pension Current Year Service Cost [Member]
Pay vs Performance Disclosure [Table]
Adjustment to Compensation Amount 26,848 19,535 19,074
Non-PEO NEO [Member] | Pension Prior Year Service Cost Impacting Current Year [Member]
Pay vs Performance Disclosure [Table]
Adjustment to Compensation Amount 66,448 44,884 44,266
Non-PEO NEO [Member] | Pension [Member]
Pay vs Performance Disclosure [Table]
Adjustment to Compensation Amount 93,296 (2,941) (132,510)
Non-PEO NEO [Member] | Grant date values in the SCT [Member]
Pay vs Performance Disclosure [Table]
Adjustment to Compensation Amount (2,033,332) (1,066,402) (689,055)
Non-PEO NEO [Member] | Year-End Fair Value Of Unvested Awards Granted In The Current Year [Member]
Pay vs Performance Disclosure [Table]
Adjustment to Compensation Amount 1,454,262 1,413,396 2,424,540
Non-PEO NEO [Member] | Year-Over-Year Difference Of Year-End Fair Values For Unvested Awards Granted In Prior Years [Member]
Pay vs Performance Disclosure [Table]
Adjustment to Compensation Amount (569,111) 1,114,689 696,980
Non-PEO NEO [Member] | Fair Values At Vest Date For Awards Granted And Vested In Current Year [Member]
Pay vs Performance Disclosure [Table]
Adjustment to Compensation Amount 0 0 0
Non-PEO NEO [Member] | Differences In Fair Values Between Prior Year-End Fair Values And Vest Date Fair Values For Awards Granted In Prior Years [Member]
Pay vs Performance Disclosure [Table]
Adjustment to Compensation Amount (1,050,904) 631,104 514,898
Non-PEO NEO [Member] | Forfeitures During Current Year Equal To Prior Year-End Fair Value [Member]
Pay vs Performance Disclosure [Table]
Adjustment to Compensation Amount 0 0 0
Non-PEO NEO [Member] | Dividends Or Dividend Equivalents Not Otherwise Included In The Total Compensation [Member]
Pay vs Performance Disclosure [Table]
Adjustment to Compensation Amount 0 0 2,850
Non-PEO NEO [Member] | Equity Awards [Member]
Pay vs Performance Disclosure [Table]
Adjustment to Compensation Amount $ (2,199,085) $ 2,092,787 $ 2,950,213