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Definitive proxy statements

Pay vs Performance Disclosure

v3.24.1
Pay vs Performance Disclosure - USD ($)
 12 Months Ended
Dec. 31, 2023
Dec. 31, 2022
Dec. 31, 2021
Dec. 31, 2020
Pay vs Performance Disclosure
Pay vs Performance Disclosure, Table
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)
2023 $26,183,928 $24,377,135 $6,207,396 $5,694,205 $292.35 $203.73 $450 $1,900
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 2023: 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 2020: Clifford T. Smith, Keith A. Koci, Terry G. Fedor and Maurice D. Harapiak
Peer Group Issuers, Footnote
(5)The peer group is comprised of the companies in the S&P Metals & Mining Select Industry Group.
PEO Total Compensation Amount $ 26,183,928 $ 18,457,351 $ 24,494,731 $ 18,511,405
PEO Actually Paid Compensation Amount $ 24,377,135 5,088,110 39,028,092 37,952,040
Adjustment To PEO Compensation, Footnote Deductions from, and additions to, total compensation in the SCT by year to calculate CAP consist of:
2023 2022 2021 2020
PEO AVERAGE NON-PEO NEOs PEO AVERAGE NON-PEO NEOs PEO AVERAGE NON-PEO NEOs PEO AVERAGE NON-PEO NEOs
Total Compensation from SCT $26,183,928 $6,207,396 $18,457,351 $4,620,214 $24,494,731 $4,104,246 $18,511,405 $3,170,114
Adjustments for Pension
SCT pension $(1,944,300) $(443,250) $0 $0 $(420,600) $(67,360) $(684,200) $(195,850)
Covered Year service cost $22,049 $23,861 $27,241 $26,848 $28,442 $19,535 $23,957 $19,074
Prior service cost impacting Covered Year $496,721 $79,374 $478,791 $66,448 $411,999 $44,884 $354,783 $44,266
Total Adjustments for Pension $(1,425,530) $(340,015) $506,032 $93,296 $19,841 $(2,941) $(305,460) $(132,510)
Adjustments for Equity Awards
Grant date values in the SCT $(11,860,431) $(3,073,358) $(9,260,335) $(2,033,332) $(7,060,185) $(1,066,402) $(4,127,534) $(689,055)
Covered Year-end fair value of unvested awards granted in the Covered Year $10,862,888 $2,814,868 $6,623,094 $1,454,262 $9,357,480 $1,413,396 $14,523,322 $2,424,540
Difference in fair value (between prior year-end and Covered Year-end) for unvested awards granted prior to Covered Year $(92,874) $(21,144) $(3,818,727) $(569,111) $7,614,950 $1,114,689 $4,360,047 $696,980
Fair value at vest date for awards granted and vested in Covered Year $0 $0 $0 $0 $0 $0 $0 $0
Difference in fair value (between prior year-end and vest date) for awards granted prior to Covered Year $709,154 $106,458 $(7,419,305) $(1,050,904) $4,601,275 $631,104 $4,972,918 $514,898
Forfeitures during Covered Year equal to prior year-end fair value $0 $0 $0 $0 $0 $0 $0 $0
Dividends or dividend equivalents not otherwise included in the total compensation $0 $0 $0 $0 $0 $0 $17,342 $2,850
Total Adjustments for Equity Awards $(381,263) $(173,176) $(13,875,273) $(2,199,085) $14,513,520 $2,092,787 $19,746,095 $2,950,213
Compensation Actually Paid (as calculated) $24,377,135 $5,694,205 $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:
2023: 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
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. 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.
Non-PEO NEO Average Total Compensation Amount $ 6,207,396 4,620,214 4,104,246 3,170,114
Non-PEO NEO Average Compensation Actually Paid Amount $ 5,694,205 2,514,425 6,194,093 5,987,817
Adjustment to Non-PEO NEO Compensation Footnote Deductions from, and additions to, total compensation in the SCT by year to calculate CAP consist of:
2023 2022 2021 2020
PEO AVERAGE NON-PEO NEOs PEO AVERAGE NON-PEO NEOs PEO AVERAGE NON-PEO NEOs PEO AVERAGE NON-PEO NEOs
Total Compensation from SCT $26,183,928 $6,207,396 $18,457,351 $4,620,214 $24,494,731 $4,104,246 $18,511,405 $3,170,114
Adjustments for Pension
SCT pension $(1,944,300) $(443,250) $0 $0 $(420,600) $(67,360) $(684,200) $(195,850)
Covered Year service cost $22,049 $23,861 $27,241 $26,848 $28,442 $19,535 $23,957 $19,074
Prior service cost impacting Covered Year $496,721 $79,374 $478,791 $66,448 $411,999 $44,884 $354,783 $44,266
Total Adjustments for Pension $(1,425,530) $(340,015) $506,032 $93,296 $19,841 $(2,941) $(305,460) $(132,510)
Adjustments for Equity Awards
Grant date values in the SCT $(11,860,431) $(3,073,358) $(9,260,335) $(2,033,332) $(7,060,185) $(1,066,402) $(4,127,534) $(689,055)
Covered Year-end fair value of unvested awards granted in the Covered Year $10,862,888 $2,814,868 $6,623,094 $1,454,262 $9,357,480 $1,413,396 $14,523,322 $2,424,540
Difference in fair value (between prior year-end and Covered Year-end) for unvested awards granted prior to Covered Year $(92,874) $(21,144) $(3,818,727) $(569,111) $7,614,950 $1,114,689 $4,360,047 $696,980
Fair value at vest date for awards granted and vested in Covered Year $0 $0 $0 $0 $0 $0 $0 $0
Difference in fair value (between prior year-end and vest date) for awards granted prior to Covered Year $709,154 $106,458 $(7,419,305) $(1,050,904) $4,601,275 $631,104 $4,972,918 $514,898
Forfeitures during Covered Year equal to prior year-end fair value $0 $0 $0 $0 $0 $0 $0 $0
Dividends or dividend equivalents not otherwise included in the total compensation $0 $0 $0 $0 $0 $0 $17,342 $2,850
Total Adjustments for Equity Awards $(381,263) $(173,176) $(13,875,273) $(2,199,085) $14,513,520 $2,092,787 $19,746,095 $2,950,213
Compensation Actually Paid (as calculated) $24,377,135 $5,694,205 $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:
2023: 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
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. 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.
Equity Valuation Assumption Difference, Footnote
(2)Equity valuation assumptions for calculating CAP are not materially different from grant date valuation assumptions.
Compensation Actually Paid vs. Total Shareholder Return
Compensation Actually Paid and Cumulative TSR
clf2024def14acapvtsr.jpg
Compensation Actually Paid vs. Net Income
Compensation Actually Paid and Net Income (Loss)
clf2024def14apaidvnet.jpg
Compensation Actually Paid vs. Company Selected Measure
Compensation Actually Paid and Adjusted EBITDA
clf2024def14acapvebitda.jpg
Total Shareholder Return Amount $ 292.35 196.35 265.34 177.46
Peer Group Total Shareholder Return Amount 203.73 177.02 156.49 115.97
Net Income (Loss) $ 450,000,000 $ 1,376,000,000 $ 3,033,000,000 $ (81,000,000)
Company Selected Measure Amount 1,900,000,000 3,169,000,000 5,287,000,000 353,000,000
PEO Name Lourenco Goncalves
Additional 402(v) Disclosure
(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. 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.
Measure:: 1
Pay vs Performance Disclosure
Name Adjusted EBITDA
Measure:: 2
Pay vs Performance Disclosure
Name Relative TSR
PEO | SCT pension [Member]
Pay vs Performance Disclosure
Adjustment to Compensation, Amount $ (1,944,300) $ 0 $ (420,600) $ (684,200)
PEO | Pension Current Year Service Cost [Member]
Pay vs Performance Disclosure
Adjustment to Compensation, Amount 22,049 27,241 28,442 23,957
PEO | Pension Prior Year Service Cost Impacting Current Year [Member]
Pay vs Performance Disclosure
Adjustment to Compensation, Amount 496,721 478,791 411,999 354,783
PEO | Pension [Member]
Pay vs Performance Disclosure
Adjustment to Compensation, Amount (1,425,530) 506,032 19,841 (305,460)
PEO | Grant date values in the SCT [Member]
Pay vs Performance Disclosure
Adjustment to Compensation, Amount (11,860,431) (9,260,335) (7,060,185) (4,127,534)
PEO | Year-End Fair Value Of Unvested Awards Granted In The Current Year [Member]
Pay vs Performance Disclosure
Adjustment to Compensation, Amount 10,862,888 6,623,094 9,357,480 14,523,322
PEO | Year-Over-Year Difference Of Year-End Fair Values For Unvested Awards Granted In Prior Years [Member]
Pay vs Performance Disclosure
Adjustment to Compensation, Amount (92,874) (3,818,727) 7,614,950 4,360,047
PEO | Fair Values At Vest Date For Awards Granted And Vested In Current Year [Member]
Pay vs Performance Disclosure
Adjustment to Compensation, Amount 0 0 0 0
PEO | 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
Adjustment to Compensation, Amount 709,154 (7,419,305) 4,601,275 4,972,918
PEO | Forfeitures During Current Year Equal To Prior Year-End Fair Value [Member]
Pay vs Performance Disclosure
Adjustment to Compensation, Amount 0 0 0 0
PEO | Dividends Or Dividend Equivalents Not Otherwise Included In The Total Compensation [Member]
Pay vs Performance Disclosure
Adjustment to Compensation, Amount 0 0 0 17,342
PEO | Equity Awards [Member]
Pay vs Performance Disclosure
Adjustment to Compensation, Amount (381,263) (13,875,273) 14,513,520 19,746,095
Non-PEO NEO | SCT pension [Member]
Pay vs Performance Disclosure
Adjustment to Compensation, Amount (443,250) 0 (67,360) (195,850)
Non-PEO NEO | Pension Current Year Service Cost [Member]
Pay vs Performance Disclosure
Adjustment to Compensation, Amount 23,861 26,848 19,535 19,074
Non-PEO NEO | Pension Prior Year Service Cost Impacting Current Year [Member]
Pay vs Performance Disclosure
Adjustment to Compensation, Amount 79,374 66,448 44,884 44,266
Non-PEO NEO | Pension [Member]
Pay vs Performance Disclosure
Adjustment to Compensation, Amount (340,015) 93,296 (2,941) (132,510)
Non-PEO NEO | Grant date values in the SCT [Member]
Pay vs Performance Disclosure
Adjustment to Compensation, Amount (3,073,358) (2,033,332) (1,066,402) (689,055)
Non-PEO NEO | Year-End Fair Value Of Unvested Awards Granted In The Current Year [Member]
Pay vs Performance Disclosure
Adjustment to Compensation, Amount 2,814,868 1,454,262 1,413,396 2,424,540
Non-PEO NEO | Year-Over-Year Difference Of Year-End Fair Values For Unvested Awards Granted In Prior Years [Member]
Pay vs Performance Disclosure
Adjustment to Compensation, Amount (21,144) (569,111) 1,114,689 696,980
Non-PEO NEO | Fair Values At Vest Date For Awards Granted And Vested In Current Year [Member]
Pay vs Performance Disclosure
Adjustment to Compensation, Amount 0 0 0 0
Non-PEO NEO | 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
Adjustment to Compensation, Amount 106,458 (1,050,904) 631,104 514,898
Non-PEO NEO | Forfeitures During Current Year Equal To Prior Year-End Fair Value [Member]
Pay vs Performance Disclosure
Adjustment to Compensation, Amount 0 0 0 0
Non-PEO NEO | Dividends Or Dividend Equivalents Not Otherwise Included In The Total Compensation [Member]
Pay vs Performance Disclosure
Adjustment to Compensation, Amount 0 0 0 2,850
Non-PEO NEO | Equity Awards [Member]
Pay vs Performance Disclosure
Adjustment to Compensation, Amount $ (173,176) $ (2,199,085) $ 2,092,787 $ 2,950,213