CLEVELAND CLIFFS INC (CLF)
Sector: Materials
2026 Annual Meeting Analysis
CLEVELAND CLIFFS INC · Meeting: May 14, 2026
Directors FOR
4
Directors AGAINST
4
Say on Pay
AGAINST
Auditor
FOR
Director Elections
Election of Directors
Against Analysis
Goncalves has served as a director since 2014 and CLF's stock has fallen 53.2% over three years while the company's own compensation peer group (including Nucor, Steel Dynamics, Parker-Hannifin, and Cummins) returned a median of +62.5% — a gap of 115.7 percentage points that far exceeds the 20-point threshold required to trigger a No vote; the five-year record is equally poor (-56.7% vs peer median +119.2%), so the 5-year mitigant does not apply.
Michael has served since 2020, giving him full overlap with the three-year underperformance period; CLF's stock is down 53.2% over three years against a peer median gain of 62.5% (a 115.7-point gap exceeding the 20-point threshold), and the five-year record is no better, so the 5-year mitigant does not rescue this vote.
Baldwin has been a director since 2014, providing complete tenure overlap with the underperformance period; CLF shareholders have lost 53.2% over three years while the peer group gained a median of 62.5%, a gap of 115.7 points that far exceeds the 20-point policy threshold, and the five-year picture is equally poor, so no mitigant applies.
Yocum has served since 2020, giving her full overlap with the three-year underperformance period; CLF's stock is down 53.2% over three years against a peer median gain of 62.5% (a 115.7-point gap far exceeding the 20-point threshold), and the five-year record is equally poor (-56.7% vs peer median +119.2%), so the 5-year mitigant does not apply.
For Analysis
Bloom joined the board in 2024 and has served for less than 24 months as of the 2026 annual meeting, placing him within the policy's new-director exemption period; newer directors are given reasonable time to contribute before being held accountable for prior-period stock performance.
Camara was appointed to the board in November 2025 and has served for less than 24 months, so he falls squarely within the policy's new-director exemption and cannot fairly be held accountable for CLF's prior-period stock underperformance.
Cronin joined the board in January 2025 and has served for less than 24 months, qualifying for the new-director exemption from the TSR underperformance trigger.
Oren joined the board in 2024 and, as of the May 2026 annual meeting, has served approximately 18 months, placing him within or at the boundary of the 24-month new-director exemption; given the policy exempts directors who have not had reasonable time to contribute to a turnaround, a For vote is appropriate.
CLF's stock has lost 53.2% over three years while its own compensation peer group — companies like Nucor, Steel Dynamics, Parker-Hannifin, Cummins, and Trane Technologies — returned a median of +62.5%, a gap of 115.7 percentage points that massively exceeds the 20-point policy threshold for companies with negative absolute TSR. The five-year record is no better (-56.7% vs peer median +119.2%), so the 5-year mitigant does not rescue any director. Long-tenured directors (Goncalves since 2014, Baldwin since 2014, Michael since 2020, Yocum since 2020) receive Against votes. Directors who joined in 2024–2025 (Bloom, Camara, Cronin, Oren) are within or near the 24-month new-director exemption and receive For votes.
Say on Pay
✗ AGAINSTCEO
Lourenco Goncalves
Total Comp
$19,023,041
Prior Support
90%+%
Cleveland-Cliffs' CEO received $19.0 million in total compensation for 2025, a year in which the company reported a net loss of $1.4 billion, Adjusted EBITDA of just $37 million (well below the $700 million minimum threshold for the financial metric), and a stock price that fell 53% over three years while the company's own peer group gained a median of 62.5% — a 115.7-point performance gap that represents a severe failure of pay-for-performance alignment. Although the long-term performance awards for 2023–2025 paid out at zero (correctly reflecting poor stock performance), the annual incentive still paid out at 76% of target by weighting strategic and safety metrics heavily enough to offset the complete financial metric failure, and the $19 million total pay package remains well above what is appropriate for a CEO at a $4.8 billion market cap company in basic materials that has destroyed significant shareholder value. The familial relationship between the CEO and the CFO (his son) is an additional governance concern that reinforces the Against vote.
Auditor Ratification
✓ FORAuditor
Deloitte & Touche LLP
Tenure
N/A
Audit Fees
$6,870,000
Non-Audit Fees
$819,000
Non-audit fees (audit-related fees of $788K plus tax fees of $27K plus other fees of $4K, totaling $819K) represent approximately 11.9% of audit fees ($6.87M), well below the 50% threshold that would trigger a No vote; auditor tenure is not disclosed so the tenure trigger cannot fire; and there are no disclosed material restatements attributable to audit failure — all policy screens pass.
Overall Assessment
The 2026 Cleveland-Cliffs annual meeting ballot presents three proposals, and two of the three warrant Against votes: long-tenured directors (those on the board since 2014 and 2020) should be voted against due to catastrophic stock underperformance — CLF is down 53% over three years while peers gained a median of 62.5% — and the Say on Pay proposal should also be rejected because the CEO received $19 million in a year of deep losses and financial performance far below the minimum incentive threshold. The auditor ratification proposal passes all policy screens and warrants a For vote.
Compensation Peer Group
17 companies disclosed in 2026 proxy filing