DEF 14A of Cleveland-Cliffs Inc., Apr 3, 2024

DEF 14A of Cleveland-Cliffs Inc.

Filed Apr 3, 2024 · FY20230000764065-24-000092

Open on EDGAR

  1. (RULE 14a-101)

    | NAME | PRINCIPAL POSITION (AS OF 12/31/2023) | SALARY ($) | BONUS ($) | STOCK AWARDS ($) | OPTION AWARDS ($) | NON-EQUITY INCENTIVE PLAN COMPENSATION ($) | TOTAL ($) | | Lourenco Goncalves | Chairman, President and Chief Executive Officer | 2,116,000 | — | 11,860,431 | — | 10,150,235 | 24,126,666 | | Celso L. Goncalves Jr. | Executive Vice President, Chief Financial Officer | 750,000 | — | 3,152,903 | — | 1,555,254 | 5,458,157 | | Clifford T. Smith | Executive Vice President & President, Cleveland-Cliffs Steel | 859,000 | — | 3,611,091 | — | 2,479,086 | 6,949,177 | | Keith A. Koci | Executive Vice President & President, Cleveland-Cliffs Services | 710,000 | — | 2,984,710 | — | 1,921,479 | 5,616,189 | | James D. Graham | Executive Vice President, Human Resources, Chief Legal and Administrative Officer & Secretary | 681,000 | — | 2,544,728 | — | 1,598,460 | 4,824,188 |

  2. CUMULATIVE VOTING FOR ELECTION OF DIRECTORS

    CUMULATIVE VOTING FOR ELECTION OF DIRECTORS If notice in writing shall be given by any shareholder to the President, an Executive Vice President or the Secretary of the Company, not less than 48 hours before the time fixed for the holding of the 2024 Annual Meeting, that such shareholder desires that the voting for the election of directors shall be cumulative, and if an announcement of the giving of such notice is made upon the convening of the 2024 Annual Meeting by the Chairman or Secretary or by or on behalf of the shareholder giving such notice, each shareholder shall have the right to cumulate such voting power as such shareholder possesses at such election. Under cumulative voting, a shareholder may cast for any one nominee as many votes as shall equal the number of directors to be elected, multiplied by the number of such shareholder's shares. All such votes may be cast for a single nominee or may be distributed among any two or more nominees as such shareholder may desire. If cumulative voting is invoked, and unless contrary instructions are given by a shareholder who signs a proxy, all votes represented by such proxy will be cast in such manner and in accordance with the discretion of the person acting as proxy as will result in the election of as many of the Board’s nominees as is possible.

  3. IDENTIFYING AND EVALUATING NOMINEES FOR DIRECTOR

    IDENTIFYING AND EVALUATING NOMINEES FOR DIRECTOR The Governance Committee utilizes a variety of methods for identifying and evaluating nominees for director. The Governance Committee regularly reviews the appropriate size of the Board and whether any vacancies on the Board are expected due to retirement or otherwise. In the event that vacancies are anticipated or otherwise arise, the Governance Committee considers various potential candidates for director. Applicable considerations include: whether the current composition of the Board is consistent with the criteria described in our Corporate Governance Guidelines; whether the candidate submitted possesses the qualifications that generally are the basis for selection of candidates to the Board; and whether the candidate would be considered independent under the rules of the NYSE and our standards with respect to director independence. Candidates may come to the attention of the Governance Committee through current Board members, professional search firms, shareholders or other persons. As described above, the Governance Committee considers properly submitted shareholder nominations for candidates for the Board. Following verification of the recommending shareholder’s status, recommendations are considered by the Governance Committee at its next regularly scheduled meeting. Final approval of any candidate is determined by the full Board. The identification and evaluation process described above was followed with respect to each of Messrs. Bloom and Oren, who were first identified as director candidates by our CEO.

  4. INDEPENDENCE AND RELATED PARTY TRANSACTIONS

    | DIRECTOR COMPENSATION |

  5. DIRECTOR COMPENSATION FOR 2023

    DIRECTOR COMPENSATION FOR 2023 The following table, supported by the accompanying footnotes and the narrative above, sets forth for fiscal year 2023 all compensation earned by the individuals who served as our nonemployee directors at any time during 2023.

  6. DIRECTOR COMPENSATION FOR 2023

    | NAME | FEES EARNED OR PAID IN CASH ($)(1) | STOCK AWARDS ($)(2) | ALL OTHER COMPENSATION ($)(3) | TOTAL ($) | | J.T. Baldwin | 190,000 | 139,986 | — | 329,986 | | R.P. Fisher, Jr. | 160,000 | 139,986 | — | 299,986 | | W.K. Gerber | 160,000 | 139,986 | 1,500 | 301,486 | | S.M. Green | 160,000 | 139,986 | — | 299,986 | | R.S. Michael, III | 175,000 | 139,986 | 1,500 | 316,486 | | J.L. Miller | 160,000 | 139,986 | — | 299,986 | | G. Stoliar | 160,000 | 139,986 | — | 299,986 | | D.C. Taylor | 280,000 | 139,986 | — | 419,986 | | A.M. Yocum | 160,000 | 139,986 | — | 299,986 | | (1)The amounts reported in this column reflect the aggregate cash dollar value of all earnings in 2023 for annual retainer fees and chair retainers. As noted above, during 2023, Ms. Miller and Messrs. Fisher, Stoliar and Taylor 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 2023, 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 9,433 shares on April 26, 2023 was $14.84 per share (approximately $140,000). Messrs. Baldwin and Fisher elected to defer all of their 2023 restricted share awards in the form of deferred shares under the Directors' Plan. As of December 31, 2023, the aggregate number of restricted shares or deferred shares subject to forfeiture held by each nonemployee director was as follows: Mr. Baldwin - 9,433; Mr. Fisher - 9,433; Mr. Gerber - 9,433; Ms. Green - 9,433; Mr. Michael - 9,433; Ms. Miller - 9,433; Mr. Stoliar - 9,433; Mr. Taylor - 9,433; and Ms. Yocum - 9,433. As of December 31, 2023, the aggregate number of deferred share units allocated to the deferred share accounts of Messrs. Baldwin and Fisher under the Directors’ Plan were 59,650 and 9,433, respectively. (3)The amounts in this column reflect matching contributions made to charitable organizations from the Foundation on behalf of the Director. | | | | |

  7. DIRECTOR COMPENSATION FOR 2023

    | PROPOSAL 1 | ELECTION OF DIRECTORS |

  8. DIRECTOR COMPENSATION FOR 2023

    The Board has nominated the following individuals to serve until the next Annual Meeting of Shareholders or until their successors shall be elected: Lourenco Goncalves; Douglas C. Taylor; John T. Baldwin; Ron A. Bloom; Susan M. Green; Ralph S. Michael, III; Janet L. Miller; Ben Oren; Gabriel Stoliar; and Arlene M. Yocum. All of the director nominees named herein are independent under the NYSE director independence standards, except for Mr. Goncalves. All of the nominees, except for Messrs. Bloom and Oren, were elected by the shareholders at the Annual Meeting of Shareholders held on May 17, 2023. The Board appointed Mr. Bloom to the Board on January 3, 2024. Mr. Oren has been nominated by the Board for election at the 2024 Annual Meeting. Each of the director nominees has consented to his or her name being submitted by Cliffs as a nominee for election as a member of the Board. Each such nominee has further consented to serve as a member of the Board if elected. Should any nominee decline or be unable to accept such nomination to serve as a director, an event that we currently do not anticipate, the persons named as proxies reserve the right, in their discretion, to vote for a lesser number of nominees or for substitute nominees designated by the directors, to the extent consistent with our Regulations. The nominees for election to the Board have diversified professional experience in general management, steel manufacturing and processing, mining, metallurgical engineering, operations, finance and accounting, investment banking, labor, ESG, law and other fields. Celso Goncalves, our Executive Vice President, Chief Financial Officer, is the son of Lourenco Goncalves, our Chairman, President and CEO and a director nominee. There is no other family relationship among any of our nominees and executive officers. The average age of the director nominees is 65, ranging from ages 44 to 70. The average years of service of the director nominees is 6.8 years, ranging from zero to over 16 years of service. Messrs. Fisher and Gerber are not standing for re-election. In the election of directors, the nominees receiving a plurality vote of the shares will be elected. However, under our majority voting policy (adopted by the Board), in an uncontested election, any director nominee that is elected by a plurality vote but fails to receive a majority of votes cast (which excludes abstentions and broker non-votes) is expected to tender his or her resignation, which resignation will be considered by the Governance Committee and the Board. Under Ohio law, shareholders have the right to exercise cumulative voting in the election of directors as described under “Cumulative Voting for Election of Directors” on page 7. If cumulative voting rights are in effect for the election of directors, which we currently do not anticipate to be the case, you may allocate among the director nominees, as you see fit, the total number of votes equal to the number of director positions to be filled multiplied by the number of shares you hold.

  9. DIRECTOR NOMINEE SKILLS AND EXPERIENCE

    DIRECTOR NOMINEE SKILLS AND EXPERIENCE Our director nominees embody the knowledge, skills and experience necessary to fulfill the Board’s core duties and responsibilities under our Corporate Governance Guidelines. These areas of expertise align with our strategic direction and reflect a diversity of skills, experiences and other characteristics that facilitate the Board’s oversight of the Company’s business activities. Among other considerations described in our Corporate Governance Guidelines, the Governance Committee incorporates these factors into its evaluations of current directors’ performance as well as its assessments of prospective candidates’ qualifications for future Board service. While our director nominees for 2024 exemplify the key skills and expertise shown below, they also have been selected for their professional integrity, high ethical standards, exceptional judgment and commitment to the Company’s long-term best interests.

  10. DIRECTOR NOMINEE SKILLS AND EXPERIENCE

    | DIRECTOR NOMINEE HIGHLIGHTS (including our CEO) | | | | | | Average tenure of 6.8 years | | Three Women (30%) | | 90% Independent | | Average age of Director Nominees is 65 | Highly qualified Director Nominees with a diversity of skills and experiences that aligns with our long-term strategy | | | | | | 30% Ethnically Diverse Director Nominees | | Five New Directors in the last five years | |

  11. DIRECTOR NOMINEE SKILLS AND EXPERIENCE

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

  12. INFORMATION CONCERNING DIRECTOR NOMINEES

    INFORMATION CONCERNING DIRECTOR NOMINEES

  13. INFORMATION CONCERNING DIRECTOR NOMINEES

    | | LOURENCO GONCALVES Age: 66 Director since 2014 Other Current Directorships: American Iron and Steel Institute (since 2014) Former Public Directorships: Ascometal SAS (2011 - 2014) Metals USA Holdings Corp. (2006 - 2013) Metals USA Inc. (2003 - 2006) | Specific qualifications, experience, skills and expertise: ■More than 40 years of experience in the metals and mining industries ■Extensive board experience in the United States and abroad | | Chairman of the Board, President and Chief Executive Officer of the Company since August 2014; Chairman, President and Chief Executive Officer of Metals USA Holdings Corp., an American manufacturer and processor of steel and other metals from May 2006 through April 2013; President, Chief Executive Officer and a director of Metals USA Inc. from February 2003 through April 2006. Prior to Metals USA, Mr. Goncalves served as President and Chief Executive Officer of California Steel Industries, Inc. from March 1998 to February 2003. Mr. Goncalves earned a Bachelor's degree in Metallurgical Engineering from the Military Institute of Engineering in Rio de Janeiro, Brazil and a Masters of Science degree in Metallurgical Engineering from the Federal University of Minas Gerais in Belo Horizonte, Brazil. Mr. Goncalves is a Distinguished Member and Fellow of the Association for Iron & Steel Technology (AIST). In 2021, Mr. Goncalves was awarded the “Steelmaker of the Year” award by the AIST and the “CEO/Chairperson of the Year” Global Metals Award by S&P Global Platts. | | |

  14. INFORMATION CONCERNING DIRECTOR NOMINEES

    | | DOUGLAS C. TAYLOR Age: 59 Director since 2014 Other Current Public Directorships: None Former Public Directorships: Sapphire Industrials Corp. (2008 - 2010) | Specific qualifications, experience, skills and expertise: ■Extensive financial and strategic advisory investment experience, including advising public companies | | Lead Director of the Board since August 2014. Former Managing Partner of Casablanca Capital LP, a hedge fund, from 2010 to 2016; Managing Director at Lazard Freres, a leading financial advisory and asset management firm, from 2002 to 2010; Chief Financial Officer and director at Sapphire Industrials Corp. from 2008 to 2010. Mr. Taylor holds a Bachelor of Arts degree in Economics from McGill University and a Master of Arts degree in International Affairs from Columbia University School of International and Public Affairs. | | |

  15. INFORMATION CONCERNING DIRECTOR NOMINEES

    | | JOHN T. BALDWIN Age: 67 Director since 2014 Other Current Public Directorships: None Former Public Directorships: Metals USA Holdings Corp. (2006 - 2013) The Genlyte Group Incorporated (2003 - 2008) | Specific qualifications, experience, skills and expertise: ■Former Audit Committee Chair of Metals USA Holdings Corp. ■Former Audit Committee Chair of The Genlyte Group Incorporated ■Retired Chief Financial Officer with over 25 years of increasing financial responsibility ■Broad experience structuring and negotiating complicated financial transactions | | Former Director and Chair of the Audit Committee of Metals USA Holdings Corp., a provider of a wide range of products and services in the heavy carbon steel, flat-rolled steel, specialty metals and building products markets, from January 2006 to April 2013; Senior Vice President and Chief Financial Officer of Graphic Packaging Corporation from 2003 to 2005. Mr. Baldwin holds a Bachelor of Science degree from the University of Houston and a J.D. from the University of Texas School of Law. | | |

  16. INFORMATION CONCERNING DIRECTOR NOMINEES

    | | RON A. BLOOM Age: 69 Director since 2024 Other Current Public Directorships: None Former Public Directorships: GrafTech International Ltd. (2017 - 2019) | Specific qualifications, experience, skills and expertise: ■Former Governance and Compensation Committee Chair of GrafTech International Ltd. ■Extensive mergers, acquisitions and restructuring experience ■Senior leadership roles with leading financial services firms, labor unions and the U.S. federal government | | Managing Partner and Vice Chair of Brookfield Asset Management Private Equity Group, an investment management firm, since 2016. Mr. Bloom is also a Partner at Commonweal Ventures, a venture capital firm focused on early-stage investments in tech companies, since 2022. He served on the Board of Governors of the United States Postal Service from August 2019 through December 2021 and served as the Board’s Chair during his final year of service. Prior to Mr. Bloom’s current positions, he was Vice Chairman, U.S. Investment Banking, at Lazard from 2012-2016, focused on restructurings and mergers and acquisitions. He previously served as Assistant to the President for Manufacturing Policy where he provided leadership on policy development and strategic planning for the Obama Administration’s agenda to revitalize the manufacturing sector. Before joining the White House, Mr. Bloom served as Senior Advisor to the Secretary of the Treasury, from 2009-2011, where he helped lead the reorganizations of both General Motors and Chrysler. He previously served as Special Assistant to the President of the USW from 1996-2009. Mr. Bloom earned his bachelor’s degree from Wesleyan University and his Masters of Business Administration degree, with Distinction, from the Harvard Business School. | | |

  17. INFORMATION CONCERNING DIRECTOR NOMINEES

    | | SUSAN M. GREEN Age: 64 Director since 2007 Other Current Public Directorships: None Former Public Directorships: None | Specific qualifications, experience, skills and expertise: ■Experienced law and policy advocate in the public and private sectors ■Served as both a labor organizer and as an attorney representing employees, labor unions and employee benefit plans ■Brings her diverse experiences as a labor attorney and an alternative point of view to the Board | | Former Deputy General Counsel, U.S. Congress Office of Compliance, which enforces the labor and employment laws for the Legislative Branch, from November 2007 through September 2013. Prior to that position, Ms. Green held several appointments in the U.S. Department of Labor during the Administration of President Bill Clinton (1999-2001), and served as Chief Labor Counsel for then-Senator Edward M. Kennedy (1996-1999). Ms. Green was originally proposed as a nominee for the Board by the USW pursuant to the terms of our 2004 labor agreement. Ms. Green received her J.D. from Yale Law School and an A.B. from Harvard College. | | |

  18. INFORMATION CONCERNING DIRECTOR NOMINEES

    | | RALPH S. MICHAEL, III Age: 69 Director since 2020 Other Current Public Directorships: None Former Public Directorships: Arlington Asset Investment Corporation (2006 - 2023) AK Steel Holding Corporation (2007 - 2020) Key Energy Services Inc. (2003 - 2016) FBR & Co. (2006 - 2013) | Specific qualifications, experience, skills and expertise: ■Provides valuable insights on a variety of board oversight matters, including complex banking and financial issues ■Experience and knowledge from service on other public company boards, including capital markets and finance matters as a former Audit Committee Chair of Arlington Asset Investment Corporation and Audit Committee member of FBR & Co., as well as energy-related issues as a former Lead Director and Audit Committee Chair of Key Energy Services Inc. ■Over 16 years of steel-related experience, including as Management Development & Compensation Committee Chair, Finance Committee Chair, and former non-executive Chairman of AK Steel Holding Corporation | | Chairman, Fifth Third Bank, Greater Cincinnati Region, since 2018. Executive Vice President of Fifth Third Bank since 2010. President and Chief Operating Officer of the Ohio Casualty Insurance Company from 2005 until its sale in 2007; Executive Vice President and Manager of West Commercial Banking for U.S. Bank, National Association, and Executive Vice President and Manager of Private Asset Management for U.S. Bank, from 2004 to 2005; President of U.S. Bank Oregon from 2003 to 2005; Executive Vice President and Group Executive of PNC Financial Services Group, with responsibility for PNC Advisors, PNC Capital Markets and PNC Leasing, from 2001 to 2002; Executive Vice President and Chief Executive Officer of PNC Corporate Banking from 1996 to 2001. Mr. Michael received his Bachelor of Arts degree in Economics from Stanford University and his Master of Business Administration degree from the University of California at Los Angeles (UCLA) Graduate School of Management. | | |

  19. INFORMATION CONCERNING DIRECTOR NOMINEES

    | | JANET L. MILLER Age: 70 Director since 2019 Other Current Public Directorships: None Former Public Directorships: None | Specific qualifications, experience, skills and expertise: ■Extensive advisory experience on governance, internal audit, legal and enterprise risk management ■Active leader on numerous civic and nonprofit boards, such as Ursuline College and the YWCA of Cleveland, including work on several governance, finance and executive committees | | Former Chief Legal Officer and Corporate Secretary of University Hospitals, from 2001 to 2019, a nationally ranked health care system headquartered in Cleveland, Ohio. As Chief Legal Officer and Corporate Secretary, Ms. Miller advised the University Hospitals parent organization, as well as its many subsidiaries, on governance, internal audit, legal and enterprise risk matters. She has served on several hospital boards and on the Executive Committee of the board of Western Reserve Assurance Co., Ltd., SPA, a captive insurer. Prior to joining University Hospitals in 2001, Ms. Miller was a partner in the Cleveland office of Jones Day and served as the law firm’s Cleveland Office Administrative Partner for Financial Matters. Ms. Miller received her undergraduate degree in Business Administration with a focus in Accounting from the University of Michigan and her J.D. from the University of Notre Dame. | | |

  20. INFORMATION CONCERNING DIRECTOR NOMINEES

    | | BEN OREN Age: 44 Other Current Public Directorships: None Former Public Directorships: None | Specific qualifications, experience, skills and expertise: ■Vast experience in the investment banking and finance industries ■Broad and keen understanding of complex financial, accounting and treasury matters ■Metals and mining capital markets expertise | | Executive Vice President and Treasurer of Liberty Media Corporation, the owner of a portfolio of interests in media and entertainment industries; Qurate Retail, Inc., a provider of video and e-commerce services; Liberty TripAdvisor Holdings, Inc., an online travel research and online commerce business; Atlanta Braves Holdings, Inc., the indirect owner and operator of a professional baseball club; and Liberty Broadband Corporation, a company that operates and owns interests in a range of communications businesses, each since August 2020. Mr. Oren spent the previous twenty years in various investment banking roles. From 2011 to 2020, Mr. Oren was a Managing Director with Credit Suisse, a global investment bank and financial services firm, where he advised companies across multiple sectors including Metals and Mining Companies on a broad set of capital markets transactions. At Credit Suisse, Mr. Oren was a member of the Investment Banking Committee, Corporate Insights Advisory Counsel, Capital Markets Innovation Counsel, and Americas Head of Liability Management. Mr. Oren holds a BS in Economics from the Wharton School of Business at the University of Pennsylvania. | | |

  21. INFORMATION CONCERNING DIRECTOR NOMINEES

    | | GABRIEL STOLIAR Age: 70 Director since 2014 Other Current Public Directorships: None Former Public Directorships: Tupy S.A. (2009 - 2023) | Specific qualifications, experience, skills and expertise: ■Vast experience in and relating to the metals and mining industries ■Extensive experience serving on various boards of directors ■Expertise in complex financial and banking matters from serving as Chief Financial Officer of major international metals and mining company | | Partner of Studio Investimentos, an asset management firm focused on Brazilian equities, since 2009; member of the board of directors of Tupy S.A., a foundry and casting company, from 2009 to 2023; board of directors of LogZ Logistica Brasil S.A., a ports logistic company, from 2011 to 2018; Chief Financial Officer and Head of Investor Relations and subsequently Executive Director of Planning and Business Development at Vale S.A., a Brazilian multinational diversified metals and mining company, from 1997 to 2008. Mr. Stoliar holds a Bachelor of Science degree in Production Engineering from the Universidade Federal do Rio de Janeiro, a post-graduate degree in Production Engineering with a focus in Industrial Projects and Transportation from the Universidade Federal do Rio de Janeiro and an Executive MBA from PDG-SDE/RJ. | | |

  22. INFORMATION CONCERNING DIRECTOR NOMINEES

    | | ARLENE M. YOCUM Age: 66 Director since 2020 Other Current Public Directorships: None Former Public Directorships: AK Steel Holding Corporation (2017 - 2020) Hamilton Lane Alliance Holdings I, Inc. (2020 - 2022) Key Energy Services Inc. (2007 - 2016) | Specific qualifications, experience, skills and expertise: ■Possesses extensive business and management experience, drawing from Ms. Yocum's distinguished career in the financial services industry and from her prior service on other public company boards ■Former Chair of the Audit Committee of Hamilton Lane Alliance Holdings I, Inc.; former member of the Audit Committee and the Management Development & Compensation Committee of AK Steel Holding Corporation; and former Chair of the Audit Committee of Key Energy Services Inc. | | Former Executive Vice President and Managing Executive of PNC Bank's Asset Management, from 2003 to 2016. Ms. Yocum held key leadership roles in PNC's investment management and wealth management businesses, including P&L responsibility for several business units and strategic planning roles. Ms. Yocum's experience also includes regulatory, risk management and compliance matters. Since 2019, Ms. Yocum serves on the board of Glenmede Trust Company, NA, where she is Chair of the Audit Committee and a member of the Nominating Committee. She also serves on the board of AAA Club Alliance, a nonprofit organization, since 2023, where she is a member of the Audit Committee and the Compensation, Nominating & Governance Committee. Ms. Yocum received her B.A. degree in Economics and Political Science from Dickinson College and her J.D. from Villanova School of Law. | | |

  23. INFORMATION CONCERNING DIRECTOR NOMINEES

    | OWNERSHIP OF EQUITY SECURITIES OF THE COMPANY |

  24. INFORMATION CONCERNING DIRECTOR NOMINEES

    The following table sets forth the amount and percent of our common shares that, as of March 18, 2024 (except as otherwise indicated), are deemed under the rules of the SEC to be “beneficially owned” by each of the directors and director nominees named in this proxy statement, our CEO, CFO and the other NEOs as identified in the SCT, individually, and collectively by each of our current directors and executive officers as a group, and by any person or “group” (as the term is used in the Exchange Act) known to us as of that date to be a “beneficial owner” of more than five percent of our outstanding common shares. None of our common shares owned by our directors or executive officers are pledged as security.

  25. INFORMATION CONCERNING DIRECTOR NOMINEES

    | 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 | 113,727 | 113,727 | — | 113,727 | — | — | | Ron A. Bloom | 27,221 | 27,221 | — | 27,221 | — | — | | Robert P. Fisher, Jr. | 189,516 | 189,516 | — | 189,516 | — | — | | William K. Gerber | 137,578 | 137,578 | — | 137,578 | — | — | | Susan M. Green | 90,286 | 90,286 | — | 90,286 | — | — | | Ralph S. Michael, III | 171,840 | 171,840 | — | 171,840 | — | — | | Janet L. Miller | 93,675 | 93,675 | — | 93,675 | — | — | | Ben Oren | — | — | — | — | — | — | | Gabriel Stoliar | 250,687 | 250,687 | — | 250,687 | — | — | | Douglas C. Taylor | 128,857 | 128,857 | — | 128,857 | — | — | | Arlene M. Yocum | 94,887 | 94,887 | — | 94,887 | — | — | | Named Executive Officers | | | | | | | | Lourenco Goncalves | 5,046,430 | 5,046,430 | — | 5,046,430 | — | 1.06 | | Celso L. Goncalves Jr. | 134,293 | 134,293 | — | 134,293 | — | — | | Clifford T. Smith | 580,946 | 580,946 | — | 580,946 | — | — | | Keith A. Koci | 285,461 | 285,461 | — | 285,461 | — | — | | James D. Graham | 398,546 | 398,546 | — | 398,546 | — | — | | All Current Directors and Executive Officers as a group (18 Persons) | 8,376,586 | 8,376,586 | — | 8,376,586 | — | 1.76 | | Other Persons | | | | | | | | The Vanguard Group (3) 100 Vanguard Blvd. Malvern, PA 19355 | 50,366,031 | 49,685,523 | 680,508 | — | 336,385 | 10.59 | | BlackRock, Inc. (4) 50 Hudson Yards New York, NY 10001 | 49,982,602 | 49,982,602 | — | 47,791,227 | — | 10.51 | | (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, director nominees, and executive officers and filings made with the SEC or furnished to us by any shareholder. (2)Less than one percent, except as otherwise indicated. (3)The Vanguard Group reported its ownership on Amendment No. 15 to Schedule 13G filed with the SEC on March 11, 2024. (4)BlackRock, Inc. reported its ownership on Amendment No. 4 to Schedule 13G filed with the SEC on March 7, 2024. | | | | | | |

  26. INFORMATION CONCERNING DIRECTOR NOMINEES

    | EQUITY COMPENSATION PLAN INFORMATION |

  27. EXECUTIVE COMPENSATION PROGRAM

    | | BASE SALARY | ANNUAL INCENTIVE | LONG-TERM INCENTIVE | | | | | | | PERFORMANCE CASH | PERFORMANCE SHARES | RESTRICTED STOCK UNITS | | PRIMARY OBJECTIVE | Attraction and retention | Motivate the achievement of short-term strategic and financial objectives | Attraction and retention as well as promotion of long-term strategic and financial objectives | | | | WHO RECEIVES | All NEOs | | All NEOs | | | | TIMING | Reviewed annually | Granted and paid annually | Granted annually | | | | FORM OF DELIVERY | Cash | | Cash | Shares | | | PERFORMANCE TYPE | Short-term emphasis | | Long-term emphasis | | | | PERFORMANCE PERIOD | Ongoing | 1 year | 3 years | | N/A | | HOW PAYOUT IS DETERMINED | Compensation Committee judgment, with executive compensation consultant input | Formulaic and Compensation Committee judgment | Formulaic, approved by Compensation Committee | | 3-year continued employment with Cliffs | | PERFORMANCE MEASURES | N/A | Company and individual performance factors | Relative total shareholder return (“TSR”) | | N/A |

  28. EXECUTIVE COMPENSATION PROGRAM

    The Compensation Committee designed our executive compensation program to help attract, motivate, reward and retain high-performing executives. Consistent with prior years, the goal was to align pay with Cliffs’ performance in the short term, through variable cash compensation based on measures of financial performance and operational and strategic excellence, as well as over the long term, through stock-based and cash-based incentives. Our compensation philosophy was to place a significant portion of compensation at risk based on our performance and increase the portion of compensation that is at risk as the responsibility level of the individual increases, consistent with market practices. Our guiding compensation principles, as established by the Compensation Committee for 2023, were as follows: •Align short-term and long-term incentives with results delivered to shareholders; •Be transparent, helping to ensure that executives and shareholders understand our executive compensation program, including the objectives, mechanics, and compensation levels and opportunities provided; •Design incentive plans that focus on performance objectives tied to our business plan (including profitability-related and cost control objectives), relative performance objectives tied to market conditions (including relative TSR, measured by share price appreciation plus dividends, if any) and performance against other key objectives tied to our business strategy (including safety); •Set difficult or “reach” financial targets relative to expectations and closely scrutinize strategic objectives; •Provide competitive 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 •Continue to structure executive programs as in prior years 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 adopting a NYSE-compliant clawback policy related to incentive compensation for our executive officers).

  29. BEST COMPENSATION GOVERNANCE PRACTICES

    | WHAT WE DO... | | | ✓ | Set rigorous incentive award metrics that are objective and tie to Company performance | | ✓ | Provide a considerable proportion of NEO compensation in the form of performance-based compensation | | ✓ | Include caps on individual payouts in incentive plans | | ✓ | Use double-trigger vesting in connection with a change in control with respect to our long-term equity awards | | ✓ | Maintain a NYSE-compliant incentive compensation clawback policy | | ✓ | Set robust share ownership guidelines for our NEOs | | ✓ | Regularly engage with shareholders to discuss governance and executive compensation matters | | ✓ | Conduct an annual Say-on-Pay advisory vote | | ✓ | Conduct annual compensation-related risk reviews | | ✓ | Maintain an insider trading policy that, among other things, prohibits any officer from engaging in speculative trading activities with respect to Company securities, such as shorting, hedging and pledging transactions | | ✓ | Retain an independent executive compensation consultant to advise the Compensation Committee, which is composed entirely of independent directors | | WHAT WE DON’T DO... | | | X | We don’t allow highly leveraged incentive plans that encourage excessive risk taking | | X | We don’t offer employment agreements for executive officers | | X | We don't permit repricing or backdating of stock options without shareholder approval | | X | We don’t pay tax “gross-ups” on change in control payments related to excise taxes and cash paid in lieu of health and welfare benefits | | X | We don’t provide service credits for prior employment related to the Supplemental Executive Retirement Plan (the “SERP”) benefit |

  30. COMPENSATION SETTING PROCESS

    | PROCESS STEP / ANALYSIS | RESPONSIBILITY | PURPOSE | CONDUCTED | | REVIEW OF ANNUAL AND LONG-TERM INCENTIVE PROGRAMS | ■Compensation Committee ■Executive Management | Aligning incentive compensation with business plans | December – February | | INDIVIDUAL PERFORMANCE ASSESSMENTS | ■Board of Directors ■Compensation Committee ■Executive Management | Evaluating individual performance of CEO and executive management | December – February | | COMPANY ACHIEVEMENT OF PERFORMANCE GOALS | ■Compensation Committee ■Executive Management | Determining award payments based on Company performance in completed performance periods | January – February | | ASSESSMENT OF COMPENSATION RISK PROGRAMS | ■Compensation Committee | Determining if risks related to the Company’s incentive compensation plans are appropriately mitigated such that there is no reasonable likelihood of a material adverse impact on the Company | October | | COMPENSATION COMPARATOR GROUP REVIEW | ■Compensation Committee | To be used as an input to design short- and long-term pay programs and determine base salary ranges to assess the competitiveness of total direct compensation awarded to executives | October | | YEAR-TO-DATE PERFORMANCE REVIEW OF ANNUAL AND LONG-TERM INCENTIVE PLANS | ■Compensation Committee ■Executive Management | Evaluating the performance of the incentive programs that were established in February | Ongoing | | SHAREHOLDER OUTREACH | ■Compensation Committee ■Executive Management | Obtaining shareholder feedback on concerns and questions relating to compensation program design and performance | Ongoing | | SHARE OWNERSHIP REQUIREMENTS | ■Compensation Committee | To ensure that executive management has a meaningful direct ownership stake in Cliffs and that the interests of executives are aligned with shareholders | Ongoing |

  31. Review of Employment and Severance Plans; Assistance in Succession Planning; Review of Candidates

    Review of Employment and Severance Plans; Assistance in Succession Planning; Review of Candidates •Review and recommend executive officer candidates and their employment offers to the Board for consideration and election; •Review and approve severance or retention plans and any severance or other termination payments proposed to be made to executive officers; and •Assist the Board with respect to management development and succession planning.

  32. THE ROLE OF THE EXECUTIVE MANAGEMENT

    THE ROLE OF THE EXECUTIVE MANAGEMENT The following describes the role of the executive officers in 2023 in the compensation process: •Proposed performance measures and levels for our annual and long-term incentive programs after reviewing our operational forecasts, key economic indicators affecting our businesses, historical performance, recent trends and our business strategy; •Proposed performance measures that they believed to be most important and meaningful to the achievement of our strategic goals; •Proposed what they believed to be the appropriate weighting for each factor in the calculation of overall incentive awards and threshold, target and maximum payout levels appropriate for each of the performance measures we chose; and •Proposed payout levels for incentive awards based on our actual achievement of the implemented performance measures. The Compensation Committee, with the advice of its independent executive compensation consultant described below, reviews the proposed performance measures and weightings each December. At subsequent meetings in January and February, the Compensation Committee reviews and approves threshold, target and maximum payout levels and makes the final determination of what performance measures, weightings and payout levels will be used for each type of incentive award. The Compensation Committee often directs members of management to work with its independent executive compensation consultant to provide information and otherwise assist with the consultant’s analyses. However, the Compensation Committee does not delegate any of its decision-making authority regarding these matters to executive officers or other members of management. During meetings in January and February of the subsequent year, the Compensation Committee, based on the input from executive management, reviews and determines the payout levels for incentive program awards based on our actual achievement against the implemented performance measures and goals.

  33. THE ROLE OF THE EXECUTIVE COMPENSATION CONSULTANT

    THE ROLE OF THE EXECUTIVE COMPENSATION CONSULTANT The Compensation Committee initially engaged Pearl Meyer & Partners, LLC (“Pearl Meyer”) as its independent executive compensation consultant in 2014 and reviews the engagement on an annual basis. The executive compensation consultant reports directly to the Compensation Committee on all work assignments from the Compensation Committee. The Compensation Committee retains the executive compensation consultant directly, although in carrying out its assignments, the executive compensation consultant also interacts with management when necessary and appropriate. Specifically, members of management interact with the consultant to provide compensation and performance data for individual executives and the Company. In addition, the executive compensation consultant, in its discretion, seeks input and feedback from our CEO and other members of management regarding its work product prior to presenting such work product to the Compensation Committee to confirm the work product’s alignment with our business strategy, determine what additional data needs to be gathered, or identify other issues. The executive compensation consultant's work for the Compensation Committee with respect to 2023 compensation matters included: •Commenting on the competitiveness of our executive compensation program; •Advising on compensation program design and structure; •Reviewing the relationship between executive compensation and Company performance; •Assisting in the preparation of our proxy statement, including the Pay Versus Performance disclosure; •Conducting the annual risk assessment to confirm that metrics and initiatives are appropriate to drive high performance without encouraging undue risk-taking; •Verifying the steel industry and general industry comparator group remains suitable to use to assess the appropriateness and competitiveness of our executive compensation program; and •Preparing comparative compensation information regarding executive and nonemployee director compensation, including evaluating the compensation of comparator group (discussed below).

  34. THE INDEPENDENCE OF THE EXECUTIVE COMPENSATION CONSULTANT

    THE INDEPENDENCE OF THE EXECUTIVE COMPENSATION CONSULTANT With respect to Pearl Meyer, the Compensation Committee considers that the executive compensation consultant is independent and does not have a conflict of interest in its engagement by the Compensation Committee or with respect to its work. In reaching this conclusion, the Compensation Committee considered in particular the following factors confirmed to the Compensation Committee by the executive compensation consultant: •The executive compensation consultant provides no other services to the Company (it provides only executive and director compensation advisory services to the Compensation Committee and Governance Committee, respectively); •The executive compensation consultant maintains a conflicts policy to prevent a conflict of interest or other independence issues; •None of the individuals on the executive compensation consultant's team assigned to the engagement has any business or personal relationship with members of the Compensation Committee outside of the engagement; •Neither the individuals on the executive compensation consultant's team assigned to the engagement, nor to our knowledge the executive compensation firm, has any business or personal relationship with any of our executive officers outside of the engagement; •None of the individuals on the executive compensation consultant's team assigned to the engagement maintains any direct individual position in our shares; •The executive compensation consultant has regular discussions with only the members of the Compensation Committee (or select members of the Compensation Committee) present and when it interacts with management, it is at the Compensation Committee chair’s request and/or with the chair’s knowledge and approval; •None of the individuals on the executive compensation consultant’s team assigned to the engagement has provided any gifts, benefits or donations to us, nor have they received any gifts, benefits or donations from us; and •The executive compensation consultant is bound by strict confidentiality and information sharing protocols.

  35. COMPENSATION COMPARATOR GROUP REVIEW

    COMPENSATION COMPARATOR GROUP REVIEW When making decisions regarding the compensation of our NEOs, the Compensation Committee considers information from a variety of sources and survey data, as well as detailed proxy analysis of the executive compensation among the members of our comparator group. The Compensation Committee, with assistance from Pearl Meyer, periodically evaluates the structure of the comparator group based upon the Company's business profile. Pearl Meyer, at the direction of our Compensation Committee, utilized a wide range of industries and financial criteria to select publicly-traded companies with comparable pay models, revenues and company market capitalization values. In 2023, the Compensation Committee reviewed the compensation comparator group and determined that no changes be made to the compensation comparator group. Below is a chart that details the process used to determine the 2023 compensation comparator group and the 18 companies:

  36. COMPENSATION COMPARATOR GROUP REVIEW

    | PROCESS FOR DETERMINING COMPENSATION COMPARATOR GROUP | | | | Industry: U.S publicly-traded companies on major exchange and in similar industry | | | | •• | | | | Similar Scale: Revenue approximately 0.50 to 2.5 times that of Cliffs | | | | •• | | | | Business Fit: Direct business and labor market competitors | | | | •• | | | | COMPENSATION COMPARATOR GROUP | | | | Alcoa Corporation | Johnson Controls International | Reliance Steel & Aluminum Co. | | 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 Corporation | | International Paper Company | PPG Industries, Inc. | WestRock Company |

  37. ANNUAL INCENTIVE PROGRAM (EMPI PLAN)

    ANNUAL INCENTIVE PROGRAM (EMPI PLAN) Our EMPI Plan provides an opportunity for our NEOs to earn an annual cash incentive based on our financial and strategic performance relative to business plans and thereby align actual pay results with the short-term business performance of the Company. Target annual incentives generally are positioned at or above market median. Therefore, when combined with salaries generally at median, the total target cash compensation opportunity for our NEOs generally is positioned at or above market median on average, which approach is needed to attract and retain talent in a competitive job market. The positioning of individual NEOs may vary from this general target based on the factors described above. The EMPI Plan award payout is calculated as follows:

  38. ANNUAL INCENTIVE PROGRAM (EMPI PLAN)

    | Base Salary ($)X | Target Award Level (%)X | 2023 Funding (%) | = | EMPI Award ($) |

  39. ANNUAL INCENTIVE PROGRAM (EMPI PLAN)

    2023 EMPI Plan Award Opportunities. In February 2023, the Compensation Committee established threshold, target and maximum EMPI Plan award opportunities, expressed as a percentage of base salary, for each NEO. None of the percentage opportunities were increased over percentage opportunities in effect for 2022. Actual incentive payouts below maximum funding levels were determined under a weighted scoring system, with the scoring of each performance metric expressed as a percentage of the maximum payout, subject to Compensation Committee negative discretion. EMPI Plan award opportunities (expressed as a percentage of the base salary) for the NEOs were as follows:

  40. ANNUAL INCENTIVE PROGRAM (EMPI PLAN)

    | EMPI PLAN AWARD OPPORTUNITIES | | | | | | | 2023 BASE SALARY ($) | THRESHOLD (%) | TARGET (%) | MAXIMUM (%) | | Goncalves | 2,116,000 | 100 | 200 | 400 | | C. Goncalves | 750,000 | 50 | 100 | 200 | | Smith | 859,000 | 60 | 120 | 240 | | Koci | 710,000 | 60 | 120 | 240 | | Graham | 681,000 | 50 | 100 | 200 |

  41. ANNUAL INCENTIVE PROGRAM (EMPI PLAN)

    2023 EMPI Plan Performance Measures. The EMPI Plan uses a performance scorecard with performance standards that are related to Cliffs’ financial metrics, strategic initiatives and safety. The annual incentive program is based 50% on financial performance, 40% on strategic initiatives and 10% on a safety scorecard (the “Safety Scorecard”) evaluation. Cliffs believes that a significant portion of our NEOs’ potential compensation should be dependent on our business results as well as our NEOs’ successful leadership. 2023 EMPI Plan Target Setting and 2023 Results. Performance targets and ranges under the EMPI Plan were established and approved by the Compensation Committee in the first quarter of 2023, taking into consideration management's financial plans and business strategy for that year, as well as market expectations. The financial performance measure of Adjusted EBITDA and the Safety Scorecard measure were assigned a minimum threshold level, a target level and a maximum level, representing attainment of 25%, 50% and 100%, respectively, of the EMPI Plan maximum award opportunities associated with those elements. The Compensation Committee set the EMPI Plan metrics for 2023 so that the relative difficulty of achieving the target level would be expected to be consistent from year to year. The objective is to establish target goals in any given year that are challenging yet achievable, with a much higher level of difficulty to achieve performance that generates the maximum payout. For performance below the minimum threshold performance requirement for each metric, funding would be zero percent for that factor. For 2023, the Compensation Committee made the following determinations regarding the annual incentive metrics:

  42. •Safety Scorecard (10%)

    •Safety Scorecard (10%) ◦The health and safety of our employees and contractors remains a cornerstone of the sustainability of our Company, and we take pride in fostering a compliance culture that strives to meet or exceed all applicable regulatory requirements. As such, the Compensation Committee again chose to integrate the Safety Scorecard into the annual incentive program to keep management focused on ensuring the safety and well-being of our employees and contractors. ◦The Safety Scorecard measures the Total Reportable Incident Rate (“TRIR”). The formula for calculating TRIR is total number of recordable cases, multiplied by 200,000, divided by total hours worked by all employees during the year covered. TRIR is generally considered an excellent performance indicator of the Company’s safety culture, as it represents the number of injuries per hours worked. Furthermore, although TRIR is a lagging indicator, its primary value as a metric is to evaluate and quantify the Company’s safety performance. The Compensation Committee determined that the Safety Scorecard should be a significant part of the annual incentive program, but not the primary driver, so the Compensation Committee again set the weighting for the Safety Scorecard at 10% of the annual incentive. The Safety Scorecard measured TRIR based on a target of achieving a 10% improvement in performance over 2022 TRIR results. The Compensation Committee sets goals for the Safety Scorecard each year based on the previous year's results. ◦Our health and safety performance for 2023, which demonstrates the focus by all hourly and salaried employees on safe production, significantly exceeded the maximum EMPI metric, with a more than 25% improvement in our TRIR. Accordingly, the Compensation Committee approved a 200% payout for this metric. Our recently acquired assets and facilities have adopted our systems, programs and culture set forth by Cleveland-Cliffs by implementing them through an extensive safety transformation program.

  43. •Strategic Initiatives (40%)

    •Strategic Initiatives (40%) ◦Each year the Compensation Committee reviews our strategy and develops related qualitative initiatives as additional measures for the annual incentive compensation program. Qualitative, business plan-driven strategic initiatives are an important part of growing our long-term value. Our extensive operational footprint and large employee population mean that our business depends on more than simply meeting financial targets each year. Accordingly, we also require our executives to focus on advancing and completing specific projects and initiatives related to our long-term growth and sustainability. ◦For 2023, the Compensation Committee again set the weighting of strategic initiatives at 40% of the annual incentive in order to emphasize the importance of these metrics. ◦The Compensation Committee considered the achievement of the strategic initiatives below for 2023 and provided the following assessment for each initiative:

  44. •Strategic Initiatives (40%)

    | 2023 EMPI Plan | | | | | | | | EMPI PLAN PERFORMANCE METRIC | THRESHOLD 50% | TARGET 100% | MAXIMUM 200% | WEIGHTING (%) | 2023 ACTUAL | 2023 FUNDING (%) | | Adjusted EBITDA (USD $ in millions) (1) | $1,200 | $1,600 | $2,000 | 50.0 | $1,911 | 88.9 | | Safety Scorecard | 8.0% | 10.0% | 12.0% | 10.0 | 25.4% | 20.0 | | Strategic Initiatives: | — | — | — | 40.0 | — | 80.0 | | ▪Consolidate profitability within the North American Automotive manufacturing industry | | | | | | | | ▪Establish branding strategy for low carbon Advanced High-Strength Steels | | | | | | | | ▪Leadership participation in Regional Hydrogen Hub development | | | | | | | | ▪Develop next decade emission and waste targets | | | | | | | | ▪Take in-house certain third-party services at steel plants | | | | | | | | ▪Any Initiatives the Compensation Committee deems significant to advancing the Company | | | | | | | | | | | Total | 100.0 | | 188.9 | | (1)See Annex A to this proxy statement for an explanation of our non-GAAP financial measure, Adjusted EBITDA. | | | | | | |

  45. 2023 EMPI PAYOUT RESULTS

    2023 EMPI PAYOUT RESULTS The Compensation Committee reviewed the Company’s financial metric, strategic performance and safety as summarized above, and determined that Cliffs’ performance was above target and paid out the EMPI at 188.9%. Total annual incentives for 2023 under the EMPI Plan were paid to the NEOs in the amounts set forth in the following table:

  46. 2023 EMPI PAYOUT RESULTS

    | | BASE SALARY ($) | TARGET AWARD LEVEL (%) | TARGET AWARD LEVEL ($) | 2023 EMPI FUNDING (%) | EMPI PLAN PAYOUT ($) | | Goncalves | 2,116,000 | 200 | 4,232,000 | 188.9 | 7,994,248 | | C. Goncalves | 750,000 | 100 | 750,000 | 188.9 | 1,416,750 | | Smith | 859,000 | 120 | 1,030,800 | 188.9 | 1,947,181 | | Koci | 710,000 | 120 | 852,000 | 188.9 | 1,609,428 | | Graham | 681,000 | 100 | 681,000 | 188.9 | 1,286,409 |

  47. LONG-TERM INCENTIVE (“LTI”) PROGRAM

    LONG-TERM INCENTIVE (“LTI”) PROGRAM Our LTI Program rewards the NEOs based on the future performance of our Company by providing awards for creating value for our shareholders. The goals of the LTI Program are to: •Help ensure the NEOs’ financial interests are aligned with our shareholders’ interests; •Motivate decision making that improves financial performance over the long term; •Recognize and reward superior financial performance of our Company; •Provide a retention element to our compensation program; and •Promote compliance with the Share Ownership Guidelines for executives. Each year, we establish a target long-term incentive award opportunity for each NEO as a pre-determined percentage of base salary based on market competitive practices and internal equity considerations. In general, the Compensation Committee sought to position target long-term incentive opportunities above the median of market for equivalent roles so that, in combination with base salaries and at or above market annual incentive targets, the total target compensation opportunity for our NEOs is generally above the median of market on average. Actual positioning may vary from this target for NEOs based on the factors previously described. In addition, actual awards to each NEO may vary from the target established for each role, based on the CEO’s assessment of individual performance in the case of grants made to NEOs other than the CEO, and based on the Board’s assessment of the CEO’s performance in the case of grants made to the CEO. None of the target percentage opportunities were increased over target percentage opportunities in effect for 2022. Administrative Process. Long-term incentive awards for NEOs are granted annually on the date of the Compensation Committee’s approval or a later date as set by the Compensation Committee. Grants for new or newly promoted NEOs or for long-term retention are approved by the Compensation Committee at the next regularly scheduled Compensation Committee meeting following the hire or promotion date or in a special meeting, as needed. We do not schedule grants to coordinate with the release of material non-public information. All NEOs’ grants in 2023 were awarded under the 2021 Equity Plan. 2021, 2022 and 2023 Long-Term Incentive Grants. The Compensation Committee divided the annual long-term incentive grants to the NEOs into three components: 34% performance cash incentive awards, 33% performance share awards and 33% restricted stock units. Performance Cash Incentive Awards and Performance Share Awards. The performance cash incentive awards and the performance share awards granted provide an opportunity to earn cash and shares based on our performance over a three-year period, with potential funding from zero to 200% of the target grant depending on the level of attained performance. The cash and shares are earned based on achieving relative TSR, as compared to comparator companies’ returns in the metals and mining industry (performance cash and shares comparator companies are identified below). Payout is not capped at a specific percentage in the event of negative TSR over the performance period due to the volatility of our industry in comparison to the broader market and our focus on outperforming our peers. The calibration of the pay-for-performance relationship for the grants is as follows, and payout is interpolated for performance between threshold, target and maximum levels:

  48. LONG-TERM INCENTIVE (“LTI”) PROGRAM

    | | | PERFORMANCE LEVEL | | | | | PERFORMANCE FACTOR | WEIGHT | BELOW THRESHOLD | THRESHOLD | TARGET | MAXIMUM | | Relative TSR | 100% | Below 25th Percentile | 25th Percentile | 50th Percentile | 75th Percentile | | Payout | | —% | 50% | 100% | 200% |

  49. LONG-TERM INCENTIVE (“LTI”) PROGRAM

    For 2023, the Compensation Committee made the following determination regarding the metric for our LTI Program: Our LTI performance share and performance cash programs, in which payout is determined by our relative TSR performance, have demonstrated a strong link to shareholders’ investment interests. The Compensation Committee decided to keep relative TSR as the metric for our LTI Program given its strong alignment with shareholders’ interests and the continued emphasis on incentivizing management to outperform our peers. For 2023, the Compensation Committee made the following determinations regarding goals for Relative TSR: The design of our LTI Program, under which we would pay target incentives for equaling the median of the peer group in relative TSR, has been successful in aligning management’s interests with those of shareholders, which is supported by the extent to which we have outperformed in recent years with our returns to investors. As this metric provides a strong link between pay and performance, the Compensation Committee did not see a need to make adjustments to this metric for 2023. Restricted Stock Units. Restricted stock unit grants are generally earned based on continued employment over a period of approximately three years and are retention-based awards. These restricted stock unit awards generally vest on December 31 closest to the end of the three-year period and are payable in our common shares. 2023 LTI Comparator Group. The comparator group used for the 2023 performance cash incentive and performance share awards that are tied to relative TSR is comprised of 33 constituents of the SPDR S&P Metals and Mining ETF (excluding Cliffs) at the beginning of the three-year performance period, which started on January 1, 2023. Our 2023 performance comparator group consists of:

  50. LONG-TERM INCENTIVE (“LTI”) PROGRAM

    | 5E Advanced Materials Inc | Consol Energy Inc | Piedmont Lithium Inc | | Alcoa Corp | Enviva Inc | Reliance Steel & Aluminum | | Alpha Metallurgical Resources | Freeport-Mcmoran Inc | Royal Gold Inc | | Arch Resources Inc | Haynes International Inc | Ryerson Holding Corp | | Arconic Corp | Hecla Mining Co | Schnitzer Steel Inds Inc-A | | ATI Inc | Kaiser Aluminum Corp | Steel Dynamics Inc | | Carpenter Technology | Materion Corp | Suncoke Energy Inc | | Century Aluminum Company | MP Materials Corp | Timkensteel Corp | | Coeur Mining Inc | Newmont Corp | United States Steel Corp | | Commercial Metals Co | Nucor Corp | Uranium Energy Corp | | Compass Minerals International | Peabody Energy Corp | Worthington Industries |

  51. LONG-TERM INCENTIVE (“LTI”) PROGRAM

    The performance comparator group focuses on steel, metals and commodity mineral mining companies that generally will be affected by the same long-term market conditions that affect us. The Compensation Committee evaluates this comparator group for each new cycle of the performance cash and performance share program based on recommendations made by its compensation consultant and makes adjustments as needed based on changes in the industry makeup and relevance of our specific comparators. The performance comparator group used to assess performance for performance cash and share incentive awards is not the same as the comparator group used to assess the competitiveness of our compensation because the latter is limited to those companies who are more similar in revenue and industry. Compared to the group of companies used for our 2022 performance cash and performance share awards, the group for 2023 added 5E Advanced Materials, ATI, Enviva, Piedmont Lithium and Ryerson Holding, and removed Allegheny Technologies, Gatos Silver and McEwen Mining. 2023 – 2025 Performance Cash Incentive Awards, Performance Share Awards and Restricted Stock Unit Grants. On February 21, 2023, the Compensation Committee approved target performance cash incentive awards, performance share awards and restricted stock unit awards for our NEOs under the 2021 Equity Plan. The number of shares subject to the awards granted to each NEO was determined by dividing the applicable grant values by the 60-day average closing price of our common shares ending on the date of grant ($18.27 for grants made in February 2023). The use of the 60-day average price to calibrate the number of units granted limits the potential to grant an unusually high or low number of units due to an exceptionally low or high share price on the date of grant. The following amounts of performance cash incentive awards, performance share awards and restricted stock units granted at the closing share price of $19.84 per share on February 21, 2023, the date of grant, were awarded to our NEOs for the 2023 – 2025 period:

  52. LONG-TERM INCENTIVE (“LTI”) PROGRAM

    | | TARGET (%) | TOTAL GRANT VALUE ($) | TARGET PERFORMANCE CASH INCENTIVE AWARDS ($) | TARGET PERFORMANCE SHARE AWARDS (#) | RESTRICTED STOCK UNITS (#) | | Goncalves | 600 | 13,416,058 | 4,316,640 | 229,320 | 229,320 | | C. Goncalves | 450 | 3,566,432 | 1,147,500 | 60,961 | 60,961 | | Smith | 450 | 4,084,728 | 1,314,270 | 69,820 | 69,820 | | Koci | 450 | 3,376,193 | 1,086,300 | 57,709 | 57,709 | | Graham | 400 | 2,878,495 | 926,160 | 49,202 | 49,202 |

  53. LONG-TERM INCENTIVE (“LTI”) PROGRAM

    2022 – 2024 Performance Cash Incentive Awards, Performance Share Awards and Restricted Stock Unit Grants. In 2022, the Compensation Committee approved target performance cash incentive awards, performance share awards and restricted stock unit awards under the 2021 Equity Plan for our NEOs. The restricted stock unit awards generally vest on December 31, 2024 and are payable in our common shares. The performance awards utilize essentially the same payout matrix as designed for the 2023 performance awards, and will pay out, to the extent earned, in common shares and cash in early 2025, but are not yet earned or determinable. Payout Determined for the 2021 – 2023 Long-Term Incentive Grant – Performance Cash and Shares; Restricted Stock Unit Vesting. Our 2021 performance awards, under the A&R 2015 Equity Plan, utilized essentially the same payout matrix as designed for the 2023 performance awards. In January 2024, the Compensation Committee determined that, for the three-year performance period ended on December 31, 2023, we achieved relative TSR performance below target goal (40.9 percentile) of our constituent companies in the SPDR S&P Metals and Mining ETF at the beginning of the three-year performance period, which started on January 1, 2021, resulting in a payout level of 81.8% for the performance cash and performance share awards. In addition, the 2021 restricted stock unit awards vested according to their terms on December 31, 2023.

  54. CHANGE IN CONTROL SEVERANCE AGREEMENTS

    CHANGE IN CONTROL SEVERANCE AGREEMENTS The NEOs are parties to change in control severance agreements. The Compensation Committee believes change in control severance agreements support the goals of attracting and retaining highly talented individuals because the agreements clarify the terms of employment and reduce risks to the NEOs in situations where an NEO may believe, for example, that Cliffs may engage in a merger, be acquired in a hostile takeover or be involved in a proxy contest. In addition, the Compensation Committee believes that such agreements align the interests of NEOs with the interests of our shareholders if a qualified offer is made to acquire Cliffs. In such a scenario, our NEOs would likely be aware of or involved in transaction negotiations, so it is to the benefit of our shareholders to have NEOs negotiating in the shareholders’ best interests without regard to the NEOs' personal financial interests. The Compensation Committee determined the level of benefits under these agreements by considering market practices at the time that the agreements were established. The agreements generally provide for the following change in control terms: •Depending on position, the NEO is entitled to (i) a severance payment equal to two or three times annual base salary and target annual incentive in the event of termination within 24 months following the change in control, (ii) a payment for two or three years of continued SERP benefits, (iii) outplacement services up to $17,500 for Messrs. C. Goncalves, Smith, Koci, and Graham and up to 15% of base salary for Mr. Goncalves, (iv) up to $15,000 per year for tax and financial planning services for Messrs. C. Goncalves, Smith, Koci, and Graham for two years and up to $30,000 for three years for Mr. Goncalves and (v) under certain circumstances, continuation of welfare benefits for two or three years, depending on position; and •Non-competition, confidentiality and non-solicitation restrictions on NEOs who receive severance payments following the change in control.

  55. CLAWBACK POLICY

    CLAWBACK POLICY In accordance with new SEC regulations and NYSE listing standards, the Board approved a new Compensation Clawback Policy that applies to certain incentive-based compensation received by our executive officers, including our NEOs, after October 2, 2023. The new Compensation Clawback Policy generally provides for the reasonably prompt recovery (or clawback) of certain excess incentive-based compensation received during an applicable three-year recovery period by current or former executive officers in the event Cliffs is required to prepare an accounting restatement due to the material noncompliance with any financial reporting requirement under the securities laws. Triggering events include accounting restatements to correct an error in previously issued financial statements that is material to such previously issued financial statements or that would result in a material misstatement if the error were corrected in the current period or left uncorrected in the current period. Excess incentive-based compensation for these purposes generally means the amount of incentive-based compensation received (on or after October 2, 2023) by such executive officer that exceeds the amount of incentive-based compensation that would have been received by such executive officer had it been determined based on the restated amounts, without regard to any taxes paid. Incentive-based compensation potentially subject to recovery under the mandatory accounting restatement provisions of the Compensation Clawback Policy is generally limited to any compensation granted, earned, or vested based wholly or in part on the attainment of one or more financial reporting measures. In general, Cliffs may utilize a broad range of recoupment methods under the Compensation Clawback Policy for mandatory accounting restatement clawbacks. The Compensation Clawback Policy does not condition such clawback on the fault of the executive officer, but Cliffs is not required to clawback amounts in limited circumstances where the Compensation Committee has made a determination that recovery would be impracticable and (1) Cliffs has already attempted to recover such amounts but the direct expense paid to a third party in an effort to enforce the Compensation Clawback Policy would exceed the amount to be recovered, (2) the recovery of amounts would violate applicable home country law, or (3) the recovery would likely cause the non-compliance of a tax-qualified retirement plan under the Internal Revenue Code of 1986, as amended, and applicable regulations. Operation of the mandatory accounting restatement provisions of the Compensation Clawback Policy is subject to a brief phase-in process during the first few years after its effectiveness. The Company may not indemnify any such executive officer against the loss of such recovered compensation in the event of a mandatory accounting restatement. The Company also continues to maintain its prior clawback policy as a supplemental clawback policy, applicable to all executive officers (including the NEOs) to operate in conjunction with the new Compensation Clawback Policy. The supplemental policy generally applies to situations involving compensation not covered by the new Compensation Clawback Policy, including compensation received prior to its October 2, 2023 effective date. Under the supplemental policy, the following incentive-based compensation may be recovered in the event of an accounting restatement and an executive officer’s misconduct: •Annual incentive awards paid under our annual cash incentive compensation program; •Equity-based awards under our LTI Program; and •Any other incentive-based compensation paid or granted pursuant to an incentive plan. Under this supplemental policy, if the Board determines that an executive officer has willfully committed an act of fraud, dishonesty or recklessness in the performance of his or her duties that contributed to the Company being required to prepare an accounting restatement due to the Company's noncompliance with any financial reporting requirement under the U.S. federal securities laws, the Board will take prompt and reasonable action to seek recovery of all excessive incentive-based compensation. Recovery shall not be duplicated between the new Compensation Clawback Policy and the supplemental policy.

  56. 2023 SUMMARY COMPENSATION TABLE

    2023 SUMMARY COMPENSATION TABLE The following table sets forth the compensation earned by our NEOs for services rendered to Cliffs and our subsidiaries for the fiscal years ended December 31, 2023, 2022 and 2021 (as applicable). Although our NEOs’ total compensation for 2023 shown in the SCT appears significantly higher than 2022, this is partially due to the underlying valuation assumptions used to calculate our share-based compensation. For example, we use a Monte Carlo valuation to determine the fair value of the performance shares, which for 2023 required us to report a grant date fair value of $31.88 per share, versus the actual grant date price of our restricted stock units of $19.84 per share. This difference is attributable to our increased share value and other future assumptions about our performance. In addition, the greater changes in pension value for 2023 shown in the SCT, compared to 2022, are due to interest rate increases from 2022 to 2023. In the case of the CEO, applying these valuation methodologies resulted in a 2023 grant date fair value for 229,320 restricted stock units equal to $4,549,709, compared to a grant date fair value for 229,320 performance shares equal to $7,310,722, as well as a change in pension value for 2023 of $1,944,607, compared to $573 in 2022.

  57. 2023 SUMMARY COMPENSATION TABLE

    | NAME AND PRINCIPAL POSITION (a) | YEAR (b) | SALARY ($) (1)(2) (c) | BONUS ($) (d) | STOCK AWARDS ($) (3) (e) | OPTION AWARDS ($)(f) | NON-EQUITY INCENTIVE PLAN COMPENSATION ($) (1)(4) (g) | CHANGE IN PENSION VALUE AND NONQUALIFIED DEFERRED COMPENSATION EARNINGS ($) (5) (h) | ALL OTHER COMPENSATION ($) (6) (i) | TOTAL ($) (j) | | Lourenco Goncalves Chairman, President and CEO | 2023 | 2,116,000 | — | 11,860,431 | — | 10,150,235 | 1,944,607 | 112,655 | 26,183,928 | | | 2022 | 2,035,000 | — | 9,260,335 | — | 6,924,868 | 573 | 236,575 | 18,457,351 | | | 2021 | 1,938,000 | 3,876,000 | 7,060,185 | — | 10,760,320 | 420,893 | 439,333 | 24,494,731 | | Celso L. Goncalves Jr. EVP, CFO | 2023 | 750,000 | — | 3,152,903 | — | 1,555,254 | 210,100 | 72,357 | 5,740,614 | | | 2022 | 660,000 | — | 2,167,293 | — | 714,669 | — | 71,197 | 3,613,159 | | | 2021 | 404,667 | 550,000 | 453,563 | — | 862,493 | 42,900 | 46,229 | 2,359,852 | | Clifford T. Smith EVP & President, Cleveland-Cliffs Steel | 2023 | 859,000 | — | 3,611,091 | — | 2,479,086 | 808,200 | 50,930 | 7,808,307 | | | 2022 | 826,000 | — | 2,364,331 | — | 1,699,684 | — | 62,659 | 4,952,674 | | | 2021 | 765,000 | 918,000 | 1,741,806 | — | 2,521,100 | 85,700 | 84,870 | 6,116,476 | | Keith A. Koci EVP & President, Cleveland-Cliffs Services | 2023 | 710,000 | — | 2,984,710 | — | 1,921,479 | 239,500 | 41,700 | 5,897,389 | | | 2022 | 683,000 | — | 2,167,293 | — | 1,103,769 | — | 49,839 | 4,003,901 | | | 2021 | 590,667 | 780,000 | 1,021,860 | — | 1,645,636 | 119,700 | 34,976 | 4,192,839 | | James D. Graham EVP, HR, Chief Legal and Administrative Officer & Secretary | 2023 | 681,000 | — | 2,544,728 | — | 1,598,460 | 515,275 | 43,810 | 5,383,273 | | | 2022 | 647,083 | — | 1,733,872 | — | 948,324 | 140 | 48,614 | 3,378,033 | | | 2021 | — | — | — | — | — | — | — | — | | (1)2023 amounts in columns (c), (d) and (g) reflect the salary, bonus and non-equity incentive plan compensation for each NEO, respectively, before pre-tax reductions for contributions to the 401(k) Savings Plan, the 2012 NQDC Plan and certain other benefit plans. | | | | | | | | | | | (2)The 2023 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 NEOs in 2023: | | | | | | | | | |

  58. 2023 SUMMARY COMPENSATION TABLE

    | | 401(k) CONTRIBUTION ($) | CATCH-UP CONTRIBUTION ($) | TOTAL ($) | | Goncalves | 22,500 | 7,500 | 30,000 | | C. Goncalves | 22,500 | — | 22,500 | | Smith | 52,800 | 7,500 | 60,300 | | Koci | 22,500 | 7,500 | 30,000 | | Graham | 52,800 | 7,500 | 60,300 |

  59. 2023 SUMMARY COMPENSATION TABLE

    (3) The 2023 amounts in column (e) reflect the aggregate grant date fair value, computed in accordance with FASB ASC 718, for performance share awards and restricted stock units granted during 2023. For performance share awards granted during 2023, the amounts reported are based on the target payout level. Assuming achievement of maximum performance, the fair value as of the grant date of the performance share awards made to Messrs. Goncalves, C. Goncalves, Smith, Koci and Graham would have been $14,621,443, $3,886,873, $4,451,723, $3,679,526, and $3,137,120, respectively. For additional information, refer to Note 10 in our Annual Report on Form 10-K for the year ended December 31, 2023. These types of awards are discussed in further detail in “Compensation Discussion and Analysis–Analysis of 2023 Compensation Decisions,” under the sub-heading “2023–2025 Performance Cash Incentive Awards, Performance Share Awards, and Restricted Stock Unit Grants.” (4) The 2023 amounts in column (g) reflect the incentive awards earned in 2023 under the EMPI Plan and LTI Program (performance cash), which are discussed in further detail in “Compensation Discussion and Analysis–Analysis of 2023 Compensation Decisions” under the sub-headings “Annual Incentive Program” and “LTI Program.” (5) The 2023 amounts in column (h) reflect the actuarial increase in the present value of the NEOs’ benefits under the Pension Plan and the SERP, both of which are discussed in “Compensation Discussion and Analysis–Retirement and Deferred Compensation Benefits” under the sub-heading “Defined Benefit Pension Plan,” determined using interest rate and mortality assumptions consistent with those used in our financial statements and may include amounts in which the NEO is not fully vested. The present value of accumulated pension benefits for the NEOs generally increased from December 31, 2022 to December 31, 2023. The primary driver for changes versus the prior year are due to the movement in underlying interest rates used to annuitize pension cash balance amounts. This column also includes amounts for above-market interest for the NEOs’ balances in the 2012 NQDC Plan. The following table summarizes changes in pension values and above-market earnings on deferred compensation in 2023:

  60. 2023 SUMMARY COMPENSATION TABLE

    | | PRESENT VALUE OF PENSION ACCRUALS ($) | ABOVE-MARKET INTEREST ON DEFERRED COMPENSATION ($) | TOTAL ($) | | Goncalves | 1,944,300 | 307 | 1,944,607 | | C. Goncalves | 210,100 | — | 210,100 | | Smith | 808,200 | — | 808,200 | | Koci | 239,500 | — | 239,500 | | Graham | 515,200 | 75 | 515,275 |

  61. 2023 SUMMARY COMPENSATION TABLE

    (6) The 2023 amounts in column (i) reflect the combined value of the NEOs’ perquisites (the benefits attributable to our paid parking, fitness reimbursement program, executive physical, financial services, commuter and travel expenses and other amounts) and matching contributions made on behalf of the executives under the 401(k) Savings Plan and the 2012 NQDC Plan. The following table summarizes perquisites and other compensation in 2023:

  62. 2023 SUMMARY COMPENSATION TABLE

    | | PAID PARKING ($) | FITNESS REIMBURSEMENT PROGRAM ($) | EXECUTIVE PHYSICALS ($) | FINANCIAL SERVICES ($) | 401(k) SAVINGS PLAN MATCHING CONTRIBUTIONS ($) | 2012 NQDC PLAN MATCHING CONTRIBUTIONS ($) | OTHER ($) | TOTAL ($) | | Goncalves | 4,200 | — | — | 27,945 | 13,200 | 16,424 | 50,886(a) | 112,655 | | C. Goncalves | 4,200 | — | — | 7,400 | 13,125 | 16,875 | 30,757(a) | 72,357 | | Smith | 4,200 | — | — | 12,370 | 13,200 | 21,160 | — | 50,930 | | Koci | 8,400 | — | — | 4,900 | 13,200 | 15,200 | — | 41,700 | | Graham | 4,200 | — | — | 12,370 | 13,200 | 14,040 | — | 43,810 | | (a)Other compensation reflects the aggregate incremental cost of commuter and travel expenses, including the cost of Mr. Goncalves’ personal use of corporate aircraft ($48,615) and ground transportation ($2,271) and Mr. C. Goncalves’ personal use of corporate aircraft ($28,667) and ground transportation ($2,090) in 2023. We have estimated our aggregate incremental cost of personal use of the corporate aircraft using a methodology that reflects the direct variable operating costs on an hourly basis, including all costs that may vary by the hours flown. Included in these direct variable operating costs are: aircraft fuel and oil, trip-related maintenance, crew travel expenses, trip-related fees, ramp fees, landing fees, catering and other miscellaneous variable costs. Fixed costs, such as hangar fee storage, maintenance not related to travel, pilot salaries, insurance and warranty are excluded from this calculation. | | | | | | | | |

  63. 2023 GRANTS OF PLAN-BASED AWARDS

    2023 GRANTS OF PLAN-BASED AWARDS The table below discloses in columns (d), (e) and (f) the potential payouts at the threshold, target and maximum levels of the 2023 awards under the EMPI Plan and LTI Program (performance cash incentive awards) granted under the 2021 Equity Plan. See “Compensation Discussion and Analysis–Analysis of 2023 Compensation Decisions” under the sub-headings “Annual Incentive Program” and “LTI Program” for program descriptions. Actual payouts for the 2023 EMPI Plan awards are shown in the SCT. Columns (g), (h) and (i) of the table below show the potential payouts at the threshold, target and maximum levels of the 2023–2025 performance share awards; such performance shares generally vest over a three-year period ending December 31, 2025. Column (k) shows the grant date fair value of such equity awards, based on the grant date fair value of $31.88 per share, computed in accordance with FASB ASC 718. Columns (j) and (k) represent the number of restricted stock units granted in connection with the 2023–2025 vesting period based on the grant date price of $19.84 per share of those restricted stock unit grants. Grants made in 2023 are described more fully in the “Compensation Discussion and Analysis” section of this Proxy Statement. More information concerning the amount of salary and incentive compensation in proportion to total compensation for Mr. Goncalves and the other NEOs is provided under the section of this Proxy Statement entitled “Compensation Discussion and Analysis—Executive Compensation Philosophy and Core Principles—Pay-for-Performance Compensation Mix.”

  64. 2023 GRANTS OF PLAN-BASED AWARDS

    | | | GRANT DATE (c) | ESTIMATED FUTURE PAYOUTS UNDER NON-EQUITY INCENTIVE PLAN AWARDS ($) (1) | | | ESTIMATED FUTURE PAYOUTS UNDER EQUITY INCENTIVE PLAN AWARDS (#) (2) | | | ALL OTHER STOCK AWARDS: NUMBER OF SHARES OF STOCK OR UNITS (#) (j) | GRANT DATE FAIR VALUE OF STOCK AND OPTION AWARDS ($) (k) | | NAME (a) | AWARD TYPE (b) | | Threshold (d) | Target (e) | Maximum (f) | Threshold (g) | Target (h) | Maximum (i) | | | | Goncalves | Annual Incentive Program | 2/21/2023 | 2,116,000 | 4,232,000 | 8,464,000 | — | — | — | — | — | | | LTI Program - Performance Cash | 2/21/2023 | 2,158,320 | 4,316,640 | 8,633,280 | — | — | — | — | — | | | LTI Program - Performance Shares | 2/21/2023 | — | — | — | 114,660 | 229,320 | 458,640 | — | 7,310,722 | | | LTI Program - RSU | 2/21/2023 | — | — | — | — | — | — | 229,320 | 4,549,709 | | C. Goncalves | Annual Incentive Program | 2/21/2023 | 375,000 | 750,000 | 1,500,000 | — | — | — | — | — | | | LTI Program - Performance Cash | 2/21/2023 | 573,750 | 1,147,500 | 2,295,000 | — | — | — | — | — | | | LTI Program - Performance Shares | 2/21/2023 | — | — | — | 30,481 | 60,961 | 121,922 | — | 1,943,437 | | | LTI Program - RSU | 2/21/2023 | — | — | — | — | — | — | 60,961 | 1,209,466 | | Smith | Annual Incentive Program | 2/21/2023 | 515,400 | 1,030,800 | 2,061,600 | — | — | — | — | — | | | LTI Program - Performance Cash | 2/21/2023 | 657,135 | 1,314,270 | 2,628,540 | — | — | — | — | — | | | LTI Program - Performance Shares | 2/21/2023 | — | — | — | 34,910 | 69,820 | 139,640 | — | 2,225,862 | | | LTI Program - RSU | 2/21/2023 | — | — | — | — | — | — | 69,820 | 1,385,229 | | Koci | Annual Incentive Program | 2/21/2023 | 426,000 | 852,000 | 1,704,000 | — | — | — | — | — | | | LTI Program - Performance Cash | 2/21/2023 | 543,150 | 1,086,300 | 2,172,600 | — | — | — | — | — | | | LTI Program - Performance Shares | 2/21/2023 | — | — | — | 28,855 | 57,709 | 115,418 | — | 1,839,763 | | | LTI Program - RSU | 2/21/2023 | — | — | — | — | — | — | 57,709 | 1,144,947 | | Graham | Annual Incentive Program | 2/21/2023 | 340,500 | 681,000 | 1,362,000 | — | — | — | — | — | | | LTI Program - Performance Cash | 2/21/2023 | 463,080 | 926,160 | 1,852,320 | — | — | — | — | — | | | LTI Program - Performance Shares | 2/21/2023 | — | — | — | 24,601 | 49,202 | 98,404 | — | 1,568,560 | | | LTI Program - RSU | 2/21/2023 | — | — | — | — | — | — | 49,202 | 976,168 | | (1)Reflects the Company's EMPI Plan and an LTI Program component for 2023. The amounts in column (d) reflect the threshold payout level, which is 50% of the target amount shown in column (e); and the amounts shown in column (f) represent 200% of such target amounts. (2)Reflects the performance shares component of the Company's LTI Program. The amounts in column (g) reflect the threshold payout level of the 2023 – 2025 performance shares, which is 50% of the target amount shown in column (h); and the amounts shown in column (i) represent 200% of such target amounts. | | | | | | | | | | |

  65. OUTSTANDING EQUITY AWARDS AT 2023 FISCAL YEAR-END

    OUTSTANDING EQUITY AWARDS AT 2023 FISCAL YEAR-END The following table shows: in column (c), the number of unexercised option awards that are exercisable; in column (d), the number of unexercised option awards that are unexercisable; in column (e), the option exercise price; and in column (f), the option expiration date. These awards were granted under the A&R 2012 Incentive Equity Plan. In addition, column (g) shows the number of unvested restricted stock units held by each NEO, and column (h) shows the market value of the common shares underlying those awards based on the closing market price of the common shares on December 29, 2023, of $20.42 per share. Column (i) shows the number of unearned performance shares held by each NEO (based on performance achievement as described below), and column (j) shows the market value of the common shares underlying those awards based on the closing market price of the common shares on December 29, 2023, of $20.42 per share. These awards were granted under the 2021 Equity Plan.

  66. OUTSTANDING EQUITY AWARDS AT 2023 FISCAL YEAR-END

    | | | OPTION AWARDS | | | | STOCK AWARDS | | | | | NAME (a) | AWARD TYPE (b) | NUMBER OF SECURITIES UNDERLYING UNEXERCISED OPTIONS (#) EXERCISABLE (c) | NUMBER OF SECURITIES UNDERLYING UNEXERCISED OPTIONS (#) UNEXERCISABLE (d) | OPTION EXERCISE PRICE ($) (e) | OPTION EXPIRATION DATE (f) | NUMBER OF SHARES OR UNITS OF STOCK THAT HAVE NOT VESTED (#) (g) | MARKET VALUE OF SHARES OR UNITS OF STOCK THAT HAVE NOT VESTED ($) (h) | EQUITY INCENTIVE PLAN AWARDS: NUMBER OF UNEARNED SHARES, UNITS OR OTHER RIGHTS THAT HAVE NOT VESTED (#)(i) | EQUITY INCENTIVE PLAN AWARDS: MARKET OR PAYOUT VALUE OF UNEARNED SHARES, UNITS OR OTHER RIGHTS THAT HAVE NOT VESTED ($) (j) | | Goncalves | 2023 LTI Program | — | — | — | — | 229,320(1) | 4,682,714 | 458,640(2) | 9,365,429 | | | 2022 LTI Program | — | — | — | — | 193,488(3) | 3,951,025 | 193,488(4) | 3,951,025 | | | 2015 LTI Program | 187,136 | — | 7.70 | 1/12/2025 | — | — | — | — | | C. Goncalves | 2023 LTI Program | — | — | — | — | 60,961(1) | 1,244,824 | 121,922(2) | 2,489,647 | | | 2022 LTI Program | — | — | — | — | 45,284(3) | 924,699 | 45,284(4) | 924,699 | | Smith | 2023 LTI Program | — | — | — | — | 69,820(1) | 1,425,724 | 139,640(2) | 2,851,449 | | | 2022 LTI Program | — | — | — | — | 49,401(3) | 1,008,768 | 49,401(4) | 1,008,768 | | | 2015 LTI Program | 27,430 | — | 7.70 | 1/12/2025 | — | — | — | — | | Koci | 2023 LTI Program | — | — | — | — | 57,709(1) | 1,178,418 | 115,418(2) | 2,356,836 | | | 2022 LTI Program | — | — | — | — | 45,284(3) | 924,699 | 45,284(4) | 924,699 | | Graham | 2023 LTI Program | — | — | — | — | 49,202(1) | 1,004,705 | 98,404(2) | 2,009,410 | | | 2022 LTI Program | — | — | — | — | 36,228(3) | 739,776 | 36,228(4) | 739,776 | | | 2015 LTI Program | 24,154 | — | 7.70 | 1/12/2025 | — | — | — | — | | (1)Represents restricted stock units granted on February 21, 2023. The restricted stock units vest in full on December 31, 2025, generally subject to continued employment. (2)Represents performance shares for the 2023 – 2025 performance period granted on February 21, 2023. These shares are shown based on achieving maximum performance and will vest on December 31, 2025, generally subject to the achievement of specified performance metrics and continued employment through December 31, 2025. (3)Represents restricted stock units granted on February 24, 2022. The restricted stock units vest in full on December 31, 2024, generally subject to continued employment. (4)Represents performance shares for the 2022 – 2024 performance period granted on February 24, 2022. These shares are shown based on achieving target performance and will vest on December 31, 2024, generally subject to the achievement of specified performance metrics and continued employment through December 31, 2024. | | | | | | | | | |

  67. 2023 OPTION EXERCISES AND STOCK VESTED

    2023 OPTION EXERCISES AND STOCK VESTED The table below shows: in columns (c) and (d), information regarding the stock option awards exercised during 2023 by the NEOs; and in columns (e) and (f), information regarding the performance shares and restricted stock unit awards that vested during 2023 for the NEOs.

  68. 2023 OPTION EXERCISES AND STOCK VESTED

    | | | OPTION AWARDS | | STOCK AWARDS | | | NAME (a) | AWARD TYPE (b) | NUMBER OF SHARES ACQUIRED ON EXERCISE (#) (c) | VALUE REALIZED ON EXERCISE ($) (d) | NUMBER OF SHARES ACQUIRED ON VESTING (#) (e) | VALUE REALIZED ON VESTING ($) (f) | | Goncalves | 2021 LTI Program - Performance Shares | — | — | 137,670(1) | 2,811,221 | | | 2021 LTI Program - RSU | — | — | 168,300(2) | 3,436,686 | | C. Goncalves | 2021 LTI Program - Performance Shares | — | — | 8,845(1) | 180,615 | | | 2021 LTI Program - RSU | — | — | 10,812(2) | 220,781 | | Smith | 2021 LTI Program - Performance Shares | — | — | 33,965(1) | 693,565 | | | 2021 LTI Program - RSU | — | — | 41,521(2) | 847,859 | | Koci | 2021 LTI Program - Performance Shares | — | — | 19,926(1) | 406,889 | | | 2021 LTI Program - RSU | — | — | 24,359(2) | 497,411 | | Graham | 2021 LTI Program - Performance Shares | — | — | 19,926(1) | 406,889 | | | 2021 LTI Program - RSU | — | — | 24,359(2) | 497,411 | | (1)Represents an award of performance shares granted during 2021 for the 2021 - 2023 performance period. The performance shares vested in full on December 31, 2023. The value realized was determined based on the closing price of our common shares on December 29, 2023, of $20.42. The performance shares paid out at 81.8% of the award based on the performance criteria. (2)Represents an award of restricted stock units granted during 2021 for the 2021 - 2023 period. The restricted stock units vested in full on December 31, 2023. The value realized was determined based on the closing price of our common shares on December 29, 2023, of $20.42. | | | | | |

  69. 2023 PENSION BENEFITS

    2023 PENSION BENEFITS The following table discloses, for the Pension Plan and the SERP: in column (c), the number of years of credited service; in column (d), the present value of accumulated benefits; and in column (e), payments during the last fiscal year. The calculation was determined using interest rate and mortality rate assumptions consistent with those used in Item 8, Note 9 in our Annual Report on our Form 10-K for the year ended December 31, 2023. The cash balance formula under our Pension Plan provides a benefit payable at any time equal to the value of a notional cash balance account. For each calendar quarter after the applicable date, a credit is made to the account equal to a percentage of the NEO’s pay ranging from four percent to 10% based upon the NEO’s age and service. Interest is credited to the account balance on a quarterly basis at an annual rate of six percent. At retirement or termination of employment, the accumulated account balance can be paid as either a lump sum or actuarially equivalent annuity. The compensation used to determine benefits under the Pension Plan is the sum of salary and annual incentive compensation paid under the EMPI Plan to a participant during a calendar year. Pensionable earnings for each of our NEOs during 2023 include the amount shown for 2023 in the “Salary” column of the SCT plus the amount of annual incentive compensation earned in 2023 and paid in 2024, respectively. The SERP generally provides the NEOs with the benefits that would have been payable under the Pension Plan if certain Internal Revenue Code limitations did not apply to the Pension Plan. The SERP was amended effective for 2006 and future accruals to eliminate the payment of annual accruals and to provide that SERP accruals will instead be paid at retirement or termination. For more information about the NEOs’ Pension Plan and SERP benefits, refer to the “Compensation Discussion and Analysis – Retirement and Deferred Compensation Benefits.”

  70. 2023 PENSION BENEFITS

    | NAME (a) | PLAN NAME (b) | NUMBER OF YEARS CREDITED SERVICE (#) (c) | PRESENT VALUE OF ACCUMULATED BENEFIT ($) (d) | PAYMENTS DURING LAST FISCAL YEAR ($) (e) | | Goncalves | Pension Plan | 9.4 | 310,000 | — | | | SERP | 9.4 | 5,013,000 | — | | C. Goncalves | Pension Plan | 7.3 | 163,300 | — | | | SERP | 7.3 | 241,600 | — | | Smith | Pension Plan | 19.7 | 704,700 | — | | | SERP | 19.7 | 1,454,300 | — | | Koci | Pension Plan | 4.9 | 136,100 | — | | | SERP | 4.9 | 374,800 | — | | Graham | Pension Plan | 16.8 | 549,900 | — | | | SERP | 16.8 | 815,800 | — |

  71. 2023 NON-QUALIFIED DEFERRED COMPENSATION

    2023 NON-QUALIFIED DEFERRED COMPENSATION In 2023, the NEOs were permitted to defer under the 2012 NQDC Plan, on a pre-tax basis, up to 50% of their base salary and all or a portion of their annual incentive under the EMPI Plan. Cash deferrals earn interest at the Moody’s Corporate Average Bond Yield rate or other investments provided in our 401(k) Savings Plan. The NEOs’ contributions to the 401(k) Savings Plan are limited by Internal Revenue Code limitations. The amount NEOs received as Cliffs’ matching contributions will be credited to each NEO's account per the 2012 NQDC Plan. The following table shows: in column (c), executive contributions by each NEO, if any, and the contributions include any pre-tax contributions of salary and EMPI Plan awards; in column (d), registrant contributions, which are matching contributions we made on behalf of the NEOs and supplemental matching contributions authorized under the 401(k) Savings Plan that were credited to the 2012 NQDC Plan; in column (e), aggregate earnings, which include dividends and interest earned on cash deferrals; in column (f), aggregate withdrawals and/or distributions; and in column (g), the aggregate year-end balance.

  72. 2023 NON-QUALIFIED DEFERRED COMPENSATION

    | NAME (a) | PLAN NAME (b) | EXECUTIVE CONTRIBUTIONS IN LAST FY ($) (1) (c) | REGISTRANT CONTRIBUTIONS IN LAST FY ($) (2) (d) | AGGREGATE EARNINGS IN LAST FY ($) (3)(e) | AGGREGATE WITHDRAWALS / DISTRIBUTIONS ($) (4) (f) | AGGREGATE BALANCE AT LAST FYE ($) (5) (g) | | Goncalves | 2012 NQDC Plan | — | 16,424 | 5,637 | — | 187,825 | | C. Goncalves | 2012 NQDC Plan | — | 16,875 | 744 | — | 40,238 | | Smith | 2012 NQDC Plan | — | 21,160 | 1,978 | — | 163,026 | | Koci | 2012 NQDC Plan | 41,985 | 15,200 | 8,068 | — | 356,480 | | Graham | 2012 NQDC Plan | — | 14,040 | 2,418 | — | 94,992 | | (1)The amount disclosed in column (c) is also included in the “Salary” or “Non-Equity Incentive Plan Compensation” columns in the SCT, as applicable. (2)The amounts shown in column (d) consist of Cliffs’ matching contributions disclosed in the “All Other Compensation” column in the SCT. (3)The amounts shown in column (e) under the 2012 NQDC Plan include above-market earnings, dividends and interest disclosed in the “Change in Pension Value and Nonqualified Deferred Compensation Earnings” column in the SCT. (4)The amounts shown in column (f) reflect any withdrawals and/or distributions. (5)The aggregate balance for the 2012 NQDC Plan in column (g) includes compensation earned in prior years and consists of fluctuation in market value that previously was reported in prior summary compensation tables as follows: | | | | | | |

  73. 2023 NON-QUALIFIED DEFERRED COMPENSATION

    | | TOTALS ($) | | Goncalves | 148,736 | | C. Goncalves | 19,352 | | Smith | 112,502 | | Koci | 275,962 | | Graham | 70,745 |

  74. POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL

    POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL The tables and discussion below reflect the compensation payable to each of the NEOs in the event of termination of such executive’s employment under a variety of different circumstances, including voluntary termination, involuntary termination without cause and termination following a change in control. The amounts shown assume in all cases that such termination was effective as of December 29, 2023 (the last business day of the year). All amounts shown are based on reasonable estimates of the amounts that would be paid to the executive upon his termination; the actual amounts can be determined only at the time of such continuing NEO’s separation from Cliffs.

  75. ADDITIONAL PAYMENTS UPON TERMINATION WITHOUT CAUSE AFTER CHANGE IN CONTROL

    ADDITIONAL PAYMENTS UPON TERMINATION WITHOUT CAUSE AFTER CHANGE IN CONTROL Each of the NEOs has a written change in control severance agreement that applies only in the event of termination during the two years after a change in control. If one of the NEOs is involuntarily terminated during the two years after a change in control, for a reason other than cause, he will be entitled to the following additional benefits: •A lump sum payment in an amount equal to three times (in the case of Mr. Goncalves) or two times (in the case of Messrs. C. Goncalves, Smith, Koci and Graham) the sum of: (1) base salary (at the highest rate in effect during the five-year period prior to the termination date); and (2) annual incentive pay at the target level for the year of separation, year prior to the change in control or year of the change in control, whichever is greater. •COBRA continuation coverage for a period of 36 months (in the case of Mr. Goncalves) or 24 months (in the case of Messrs. C. Goncalves, Smith, Koci and Graham) following the termination date, for health, life insurance and disability benefits. •A lump sum payment in an amount equal to the sum of the additional future pension benefits that the NEO would have been entitled to receive for a period of 36 months (in the case of Mr. Goncalves) or 24 months (in the case of Messrs. C. Goncalves, Smith, Koci and Graham) following the termination date under the SERP. •Incentive pay at target levels for the year in which the termination date occurs. •Outplacement services in an amount up to 15% of the NEO’s base salary (in the case of Mr. Goncalves) or $17,500 (in the case of Messrs. C. Goncalves, Smith, Koci and Graham). •The NEO will be provided perquisites of financial planning for a period of 36 months (in the case of Mr. Goncalves) or 24 months (in the case of Messrs. C. Goncalves, Smith, Koci and Graham), comparable to the perquisites he was receiving before the termination of his employment or the change in control, whichever is greater. Similar benefits are paid if the NEO voluntarily terminates his employment during the two years following a change in control if any of the following events occurs, provided that the NEO provides notice within 90 days of the occurrence of such event and the Company fails to cure such event within 30 days following receipt of such notice: •A material diminution in the NEO’s base pay; •A material diminution in the NEO’s authority, duties or responsibilities; •A material change (generally considered to be in excess of 50 miles) in the geographic location at which the NEO must perform services; •A material reduction in the NEO’s incentive pay opportunity; or •Breach of employment agreement, if any, under which the NEO provides services. For purposes of the change in control severance agreements, “cause” generally means termination of an NEO's employment for the following acts: (1) conviction of a criminal violation involving fraud, embezzlement or theft in connection with his duties or in the course of his employment with Cliffs or any subsidiary of Cliffs; (2) intentional wrongful damage to property of Cliffs or any subsidiary of Cliffs; (3) intentional wrongful disclosure of secret processes or confidential information of Cliffs or any subsidiary of Cliffs; or (4) intentional wrongful engagement in any competitive activity. In order to receive benefits under the change in control severance agreements, the NEOs must agree to certain covenants not to disclose any of our confidential and proprietary information, as well as covenants not to compete and not to solicit any of our employees. In addition, each NEO must sign a release of claims.

  76. POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL TABLES

    POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL TABLES The following tables show the benefits payable to the NEOs upon various types of terminations of employment and change in control assuming an effective date of December 29, 2023 (and explicitly assuming for these disclosure purposes that the 2023 EMPI Plan award and restricted stock units vesting on December 31, 2023 are already considered earned and vested for the year).

  77. POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL TABLES

    | LOURENCO GONCALVES | | | | | | | | | BENEFIT | DEATH ($) | DISABILITY ($) | RETIREMENT ($) | VOLUNTARY TERMINATION ($) | INVOLUNTARY (WITHOUT CAUSE) TERMINATION ($) | CHANGE IN CONTROL WITHOUT TERMINATION ($) | TERMINATION WITHOUT CAUSE AFTER CHANGE IN CONTROL ($) | | Cash Severance | — | — | — | — | — | — | 19,044,000 | | Non-Equity Incentive Plan Compensation | 5,541,100 | 5,541,100 | 13,535,300 | 5,541,100 | 5,541,100 | — | 16,860,300 | | Equity | 8,389,800 | 8,389,800 | 8,389,800 | 8,389,800 | 8,389,800 | — | 17,267,500 | | Retirement Benefits | 5,115,300 | 5,115,300 | 5,115,300 | 5,115,300 | 5,115,300 | — | 5,974,900 | | Non-Qualified Deferred Compensation | 187,800 | 187,800 | 187,800 | 187,800 | 187,800 | 187,800 | 187,800 | | Other (Health & Welfare, Outplacement, Perquisites) | — | — | — | — | — | — | 490,600 | | TOTAL | 19,234,000 | 19,234,000 | 27,228,200 | 19,234,000 | 19,234,000 | 187,800 | 59,825,100 |

  78. POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL TABLES

    | CELSO L. GONCALVES JR. | | | | | | | | | BENEFIT | DEATH ($) | DISABILITY ($) | RETIREMENT ($) | VOLUNTARY TERMINATION ($) | INVOLUNTARY (WITHOUT CAUSE) TERMINATION ($) | CHANGE IN CONTROL WITHOUT TERMINATION ($) | TERMINATION WITHOUT CAUSE AFTER CHANGE IN CONTROL ($) | | Cash Severance | — | — | — | — | — | — | 3,000,000 | | Non-Equity Incentive Plan Compensation | 1,388,300 | 1,388,300 | — | — | 1,388,300 | — | 3,980,000 | | Equity | 2,062,800 | 2,062,800 | — | — | 2,062,800 | — | 4,339,000 | | Retirement Benefits | 318,500 | 318,500 | — | 318,500 | 318,500 | — | 408,500 | | Non-Qualified Deferred Compensation | 40,200 | 40,200 | — | 40,200 | 40,200 | 40,200 | 40,200 | | Other (Health & Welfare, Outplacement, Perquisites) | — | — | — | — | — | — | 66,800 | | TOTAL | 3,809,800 | 3,809,800 | — | 358,700 | 3,809,800 | 40,200 | 11,834,500 |

  79. POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL TABLES

    | CLIFFORD T. SMITH | | | | | | | | | BENEFIT | DEATH ($) | DISABILITY ($) | RETIREMENT ($) | VOLUNTARY TERMINATION ($) | INVOLUNTARY (WITHOUT CAUSE) TERMINATION ($) | CHANGE IN CONTROL WITHOUT TERMINATION ($) | TERMINATION WITHOUT CAUSE AFTER CHANGE IN CONTROL ($) | | Cash Severance | — | — | — | — | — | — | 3,779,600 | | Non-Equity Incentive Plan Compensation | 1,556,200 | 1,556,200 | 3,503,400 | 1,556,200 | 1,556,200 | — | 4,679,300 | | Equity | 2,295,500 | 2,295,500 | 2,295,500 | 2,295,500 | 2,295,500 | — | 4,869,000 | | Retirement Benefits | 1,917,400 | 1,917,400 | 1,917,400 | 1,917,400 | 1,917,400 | — | 2,106,400 | | Non-Qualified Deferred Compensation | 163,000 | 163,000 | 163,000 | 163,000 | 163,000 | 163,000 | 163,000 | | Other (Health & Welfare, Outplacement, Perquisites) | — | — | — | — | — | — | 68,200 | | TOTAL | 5,932,100 | 5,932,100 | 7,879,300 | 5,932,100 | 5,932,100 | 163,000 | 15,665,500 |

  80. POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL TABLES

    | KEITH A. KOCI | | | | | | | | | BENEFIT | DEATH ($) | DISABILITY ($) | RETIREMENT ($) | VOLUNTARY TERMINATION ($) | INVOLUNTARY (WITHOUT CAUSE) TERMINATION ($) | CHANGE IN CONTROL WITHOUT TERMINATION ($) | TERMINATION WITHOUT CAUSE AFTER CHANGE IN CONTROL ($) | | Cash Severance | — | — | — | — | — | — | 3,124,000 | | Non-Equity Incentive Plan Compensation | 1,347,500 | 1,347,500 | — | — | 1,347,500 | — | 3,959,600 | | Equity | 2,018,500 | 2,018,500 | — | — | 2,018,500 | — | 4,206,200 | | Retirement Benefits | 464,200 | 464,200 | — | 464,200 | 464,200 | — | 589,200 | | Non-Qualified Deferred Compensation | 356,500 | 356,500 | — | 356,500 | 356,500 | 356,500 | 356,500 | | Other (Health & Welfare, Outplacement, Perquisites) | — | — | — | — | — | — | 66,200 | | TOTAL | 4,186,700 | 4,186,700 | — | 820,700 | 4,186,700 | 356,500 | 12,301,700 |

  81. POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL TABLES

    | JAMES D. GRAHAM | | | | | | | | | BENEFIT | DEATH ($) | DISABILITY ($) | RETIREMENT ($) | VOLUNTARY TERMINATION ($) | INVOLUNTARY (WITHOUT CAUSE) TERMINATION ($) | CHANGE IN CONTROL WITHOUT TERMINATION ($) | TERMINATION WITHOUT CAUSE AFTER CHANGE IN CONTROL ($) | | Cash Severance | — | — | — | — | — | — | 2,724,000 | | Non-Equity Incentive Plan Compensation | 1,116,100 | 1,116,100 | 2,402,500 | 1,116,100 | 1,116,100 | — | 3,281,300 | | Equity | 1,656,200 | 1,656,200 | 1,656,200 | 1,656,200 | 1,656,200 | — | 3,489,000 | | Retirement Benefits | 1,242,400 | 1,242,400 | 1,242,400 | 1,242,400 | 1,242,400 | — | 1,365,000 | | Non-Qualified Deferred Compensation | 95,000 | 95,000 | 95,000 | 95,000 | 95,000 | 95,000 | 95,000 | | Other (Health & Welfare, Outplacement, Perquisites) | — | — | — | — | — | — | 65,900 | | TOTAL | 4,109,700 | 4,109,700 | 5,396,100 | 4,109,700 | 4,109,700 | 95,000 | 11,020,200 |

  82. CEO PAY RATIO

    CEO PAY RATIO We are providing the following information about the relationship of the annual total compensation of the individual identified as our median paid employee (the "Median Employee") and the annual total compensation of our CEO. For 2023, we estimate: (1) the annual total compensation of the individual identified as the median paid employee of the Company and its consolidated subsidiaries (except as described below), other than our CEO (the “Median Employee Annual Total Compensation”); (2) the annual total compensation of Mr. Goncalves, our CEO; and (3) the ratio of our CEO’s 2023 annual total compensation to the Median Employee Annual Total Compensation, as shown below:

  83. CEO PAY RATIO

    | CEO PAY RATIO | | | Median Employee Annual Total Compensation | $126,560 | | CEO Annual Total Compensation | $26,183,928 | | CEO to Median Employee Pay Ratio | 207:1 |

  84. PAY VERSUS PERFORMANCE

    PAY VERSUS PERFORMANCE The following Pay Versus Performance table (the “PVP Table”) and disclosure provides SEC-required information about compensation for 2023 for this proxy statement’s NEOs, as well as for our named executive officers from our 2023, 2022 and 2021 proxy statements (each of 2020, 2021, 2022 and 2023, a “Covered Year”). The PVP Table also provides information about the results for certain measures of financial performance during those same Covered Years. As required by Section 953(a) of the Dodd-Frank Act and Item 402(v) of Regulation S-K, we are providing the PVP Table and related information for compliance purposes only. Neither the Compensation Committee nor the executives of our Company directly use the information contained in the PVP Table or the related disclosures as presented when making compensation decisions. For details about the Company’s pay-for-performance philosophy and how the Compensation Committee actually makes real decisions about executive pay, please refer to the CD&A provided above. In reviewing this information, there are a few important things to consider: •For purposes of this mandatory disclosure, “compensation actually paid”, or “CAP”, represents an amount calculated based on the SEC’s prescribed formula and requirements, which use hypothetical values and points in time that do not clearly reflect that a very significant portion of pay may not actually have been earned by or delivered to our named executive officers. For equity awards, which make up a substantial portion of our named executive officers’ compensation, CAP makes estimates about the value of certain equity awards, but that value may change significantly before the awards actually pay out to the officers. As a result, while CAP includes some actually paid amounts (base salary, for example), CAP does not necessarily constitute compensation actually delivered to or received by our named executive officers in each respective year. •Importantly, CAP has not historically been, and it is not now, a factor that drives our executive pay decisions, including how the Compensation Committee establishes target compensation levels or determines incentive award opportunities, or how actual payouts are determined. We deliver pay that is commensurate with performance, but CAP is not a part of our process. •Please note, in 2020, we acquired AK Steel and ArcelorMittal USA, transforming the Company and our traditional iron ore mining and pelletizing business into the largest flat-rolled steel producer in North America. This significant and material transformation increased our stock price in 2020 and 2021, which in turn boosted CAP well above the compensation our CEO and other named executive officers actually realized in those Covered Years. The PVP Table does show the very significant improvements in Net Income and Adjusted EBITDA from 2020 to 2021 as we integrated the newly acquired steel businesses. Cliffs is now a much larger and different company, subject to significantly different market influences on our stock price. 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.

  85. PAY VERSUS PERFORMANCE

    | | | | | | 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 |

  86. PAY VERSUS PERFORMANCE

    (1)Deductions from, and additions to, total compensation in the SCT by year to calculate CAP consist of:

  87. PAY VERSUS PERFORMANCE

    | | 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. | | | | | | | | |

  88. Relationships Between Information in the Pay Versus Performance Table

    Relationships Between Information in the Pay Versus Performance Table In accordance with Item 402(v) of Regulation S-K, the Company is providing the following descriptions of the relationships between information presented in the PVP Table.

  89. Compensation Actually Paid and Cumulative TSR

    Compensation Actually Paid and Cumulative TSR

  90. Compensation Actually Paid and Net Income (Loss)

    Compensation Actually Paid and Net Income (Loss)

  91. Compensation Actually Paid and Adjusted EBITDA

    Compensation Actually Paid and Adjusted EBITDA

  92. Compensation Actually Paid and Adjusted EBITDA

    | PROPOSAL 2 | APPROVAL, ON AN ADVISORY BASIS, OF OUR NAMED EXECUTIVE OFFICERS' COMPENSATION |

  93. Compensation Actually Paid and Adjusted EBITDA

    In accordance with Section 14A(a)(1) of the Exchange Act, we are providing you with an opportunity at the 2024 Annual Meeting to vote, on an advisory, or non-binding, basis, to approve the compensation of our NEOs, which is commonly known as “Say-on-Pay.” Say-on-Pay gives you an opportunity to vote, on a non-binding basis, to approve the compensation of our NEOs as disclosed in this proxy statement pursuant to SEC rules. Cliffs currently conducts annual Say-on-Pay votes, and the next Say-on-Pay vote is expected to occur at the 2025 Annual Meeting of Shareholders (the “2025 Annual Meeting”). As described in detail in the CD&A, we seek to align short-term and long-term incentives for our NEOs with results delivered to you, our shareholders. We are asking you to indicate your support for the compensation of our NEOs as described in this proxy statement. This vote is not intended to address any specific item of compensation, but rather the overall compensation of our NEOs and the executive compensation program and practices described in this proxy statement. In deciding how to vote on this proposal, we encourage you to read the CD&A and “Executive Compensation Tables” and related narrative disclosure for a more detailed explanation of our executive compensation program and practices. Your Board believes that our compensation philosophy is in the best interests of shareholders. Accordingly, we are asking our shareholders to vote “FOR” the following resolution: “RESOLVED, that the compensation of the named executive officers as disclosed pursuant to the compensation disclosure rules of the SEC, including the Compensation Discussion and Analysis, the compensation tables and any related material disclosed in this proxy statement, is hereby approved.” As an advisory vote, this proposal is not binding on Cliffs. However, the Compensation Committee, which is responsible for designing and administering our executive compensation program and practices, expects to review and consider the outcome of the vote in one or more of its meetings. The affirmative vote of a majority of the voting power of the common shares present in person or represented by proxy at the 2024 Annual Meeting and entitled to vote on our NEOs’ compensation is required to approve, on an advisory basis, our NEOs’ compensation.

  94. Compensation Actually Paid and Adjusted EBITDA

    | ☑ | THE BOARD UNANIMOUSLY RECOMMENDS A VOTE FOR PROPOSAL 2 TO APPROVE, ON AN ADVISORY BASIS, OUR NEOS’ COMPENSATION. |

  95. Compensation Actually Paid and Adjusted EBITDA

    | AUDIT COMMITTEE REPORT |

  96. Compensation Actually Paid and Adjusted EBITDA

    The Audit Committee is composed of four independent directors and operates under a written charter adopted by the Board. The charter is reviewed and reassessed for adequacy annually by the Audit Committee and is reviewed by the Audit Committee with the Board. The Audit Committee reviewed the existing charter in July 2023 and had no changes. A copy of the charter is available at www.clevelandcliffs.com. The members of the Audit Committee are John T. Baldwin (Chair), Robert P. Fisher, Jr., William K. Gerber and Arlene M. Yocum, all of whom are independent of the Company in accordance with the listing standards of the NYSE and have the financial literacy and accounting or financial management expertise necessary to effectively discharge their responsibilities. The Audit Committee retains the Company’s independent registered public accounting firm. Management is responsible for the Company’s financial statements, systems of internal control and the financial reporting processes. Management also is responsible to attest, as of December 31, 2023, to the effectiveness of the Company’s system of internal control over financial reporting in compliance with Section 404 of the Sarbanes-Oxley Act. The independent registered public accounting firm is responsible for performing an audit of the Company’s consolidated financial statements in accordance with the standards of the Public Company Accounting Oversight Board (the “PCAOB”) and to issue a report thereon. The independent registered public accounting firm is also responsible for performing an audit of the effectiveness of the Company's internal control over financial reporting and to provide an independent attestation as of December 31, 2023. The Audit Committee’s responsibility is to monitor and oversee these financial reporting processes on behalf of the Board. In fulfilling its oversight responsibilities, the Audit Committee reviewed the audited financial statements in the Company's Annual Report on Form 10-K for the year ended December 31, 2023 with management and the Company's independent registered public accounting firm, Deloitte & Touche LLP ("Deloitte"), including a discussion of the quality, not just the acceptability, of the accounting principles; the reasonableness of significant judgments; and the clarity of disclosures in the financial statements. The Audit Committee also reviewed management’s report on their review of the system of internal control over financial reporting, including Deloitte's report on the effectiveness of the Company's internal control over financial reporting. In this context, the Audit Committee met nine times in 2023 and held discussions with management and Deloitte. The Audit Committee also regularly met in separate private sessions with Deloitte, the Company’s internal auditors and executive management, who oversees internal audit and risk management, and in executive sessions with Audit Committee members only. Management has represented to the Audit Committee that the Company’s consolidated financial statements for the year ended December 31, 2023 were prepared in accordance with generally accepted accounting principles. The Audit Committee has reviewed and discussed the consolidated financial statements, including the critical accounting policies and estimates, with management and Deloitte. The Audit Committee discussed with Deloitte matters required to be discussed by the applicable requirements of the PCAOB and the U.S. Securities and Exchange Commission. The Audit Committee has received the written disclosures and the letter from Deloitte required by applicable requirements of the PCAOB regarding Deloitte's communications with the Audit Committee concerning independence, and the Audit Committee has discussed with Deloitte its independence from the Company, including consideration of the compatibility of non-audit services with the firm’s independence. Based on the Audit Committee’s discussion with management and Deloitte and the Audit Committee’s review of the representation of management and the report of Deloitte to the Audit Committee, the Audit Committee recommended to the Board and the Board has approved the audited consolidated financial statements for inclusion in the Company’s Annual Report on Form 10-K for the year ended December 31, 2023 for filing with the U.S. Securities and Exchange Commission. Submitted by the Audit Committee: J. T. Baldwin, Chair R. P. Fisher, Jr. W. K. Gerber A. M. Yocum

  97. Compensation Actually Paid and Adjusted EBITDA

    | PROPOSAL 3 | RATIFICATION OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM |

  98. Compensation Actually Paid and Adjusted EBITDA

    It is proposed that our shareholders ratify the appointment by the Audit Committee of Deloitte & Touche LLP (“Deloitte”) as Cliffs’ independent registered public accounting firm for the year ending December 31, 2024. We expect representatives of Deloitte to be present for the 2024 Annual Meeting and available to respond to appropriate questions submitted by shareholders. Such representatives will also be afforded an opportunity at such time to make such statements as they may desire. Approval by the shareholders of the appointment of our independent registered public accounting firm is not required by law, any applicable stock exchange regulation or by our organizational documents, but the Audit Committee is submitting this matter to shareholders for ratification as a good corporate governance practice. Ultimately, the Audit Committee retains full discretion and will make all determinations with respect to the appointment of the independent registered public accounting firm.