Cover
Cover | 12 Months Ended |
Dec. 31, 2022 | |
Document Information [Line Items] | |
Document Type | DEF 14A |
Amendment Flag | false |
Entity Information [Line Items] | |
Entity Registrant Name | CLEVELAND-CLIFFS INC. |
Entity Central Index Key | 0000764065 |
Pay vs Performance Disclosure
Pay vs Performance Disclosure - USD ($) | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Pay vs Performance Disclosure [Table] | |||
Pay vs Performance [Table Text Block] | For purposes of this Pay Versus Performance section, all references to “compensation actually paid” mean such amounts as computed in accordance with Item 402(v) of Regulation S-K, which may be different from other compensation amounts discussed in the CD&A and elsewhere in this proxy statement. Mr. Lourenco Goncalves was our principal executive officer ("PEO") for each Covered Year. VALUE OF INITIAL FIXED $100 INVESTMENT BASED ON: YEAR SUMMARY COMPENSATION TABLE TOTAL FOR PEO COMPENSATION ACTUALLY PAID TO PEO (1)(2) AVERAGE SUMMARY COMPENSATION TABLE TOTAL FOR NON-PEO NEOS (3) AVERAGE COMPENSATION ACTUALLY PAID TO NON-PEO NEOS (1)(2)(3) TOTAL SHAREHOLDER RETURN (4) PEER GROUP TOTAL SHAREHOLDER RETURN (4)(5) NET INCOME (LOSS) ADJUSTED EBITDA (in millions) (6) 2022 $18,457,351 $5,088,110 $4,620,214 $2,514,425 $196.35 $177.02 $1,376 $3,169 2021 $24,494,731 $39,028,092 $4,104,246 $6,194,093 $265.34 $156.49 $3,033 $5,287 2020 $18,511,405 $37,952,040 $3,170,114 $5,987,817 $177.46 $115.97 $(81) $353 | ||
Company Selected Measure Name | Adjusted EBITDA | ||
Named Executive Officers, Footnote [Text Block] | 2022: Celso L. Goncalves Jr., Clifford T. Smith, Keith A. Koci, James D. Graham and Maurice D. Harapiak | 2021: Celso L. Goncalves Jr., Clifford T. Smith, Keith A. Koci, Terry G. Fedor and Maurice D. Harapiak | 2020: Clifford T. Smith, Keith A. Koci, Terry G. Fedor and Maurice D. Harapiak |
Peer Group Issuers, Footnote [Text Block] | (5) The peer group is comprised of the companies in the S&P Metals & Mining Select Industry Group. | ||
PEO Total Compensation Amount | $ 18,457,351 | $ 24,494,731 | $ 18,511,405 |
PEO Actually Paid Compensation Amount | $ 5,088,110 | 39,028,092 | 37,952,040 |
Adjustment To PEO Compensation, Footnote [Text Block] | Deductions from, and additions to, total compensation in the SCT by year to calculate CAP consist of: 2022 2021 2020 PEO AVERAGE NON-PEO NEOs PEO AVERAGE NON-PEO NEOs PEO AVERAGE NON-PEO NEOs Total Compensation from SCT $18,457,351 $4,620,214 $24,494,731 $4,104,246 $18,511,405 $3,170,114 Adjustments for Pension SCT pension $0 $0 $(420,600) $(67,360) $(684,200) $(195,850) Current year service cost $27,241 $26,848 $28,442 $19,535 $23,957 $19,074 Prior service cost impacting current year $478,791 $66,448 $411,999 $44,884 $354,783 $44,266 Total Adjustments for Pension $506,032 $93,296 $19,841 $(2,941) $(305,460) $(132,510) Adjustments for Equity Awards Grant date values in the SCT $(9,260,335) $(2,033,332) $(7,060,185) $(1,066,402) $(4,127,534) $(689,055) Year-end fair value of unvested awards granted in the current year $6,623,094 $1,454,262 $9,357,480 $1,413,396 $14,523,322 $2,424,540 Year-over-year difference of year-end fair values for unvested awards granted in prior years $(3,818,727) $(569,111) $7,614,950 $1,114,689 $4,360,047 $696,980 Fair values at vest date for awards granted and vested in current year $0 $0 $0 $0 $0 $0 Difference in fair values between prior year-end fair values and vest date fair values for awards granted in prior years $(7,419,305) $(1,050,904) $4,601,275 $631,104 $4,972,918 $514,898 Forfeitures during current year equal to prior year-end fair value $0 $0 $0 $0 $0 $0 Dividends or dividend equivalents not otherwise included in the total compensation $0 $0 $0 $0 $17,342 $2,850 Total Adjustments for Equity Awards $(13,875,273) $(2,199,085) $14,513,520 $2,092,787 $19,746,095 $2,950,213 Compensation Actually Paid (as calculated) $5,088,110 $2,514,425 $39,028,092 $6,194,093 $37,952,040 $5,987,817 (2) Equity valuation assumptions for calculating CAP are not materially different from grant date valuation assumptions. (3) Non-PEO NEOs reflect the average SCT total compensation and average CAP for the following executives by year: 2022: Celso L. Goncalves Jr., Clifford T. Smith, Keith A. Koci, James D. Graham and Maurice D. Harapiak 2021: Celso L. Goncalves Jr., Clifford T. Smith, Keith A. Koci, Terry G. Fedor and Maurice D. Harapiak 2020: Clifford T. Smith, Keith A. Koci, Terry G. Fedor and Maurice D. Harapiak (4) Total Shareholder Return figures are based on a fixed investment of $100 from the beginning of the earliest year in the table through the end of each applicable year in the table, assuming reinvestment of dividends. (5) The peer group is comprised of the companies in the S&P Metals & Mining Select Industry Group. (6) Reconciliations for Adjusted EBITDA can be found in Annex A to this proxy statement. | ||
Non-PEO NEO Average Total Compensation Amount | $ 4,620,214 | 4,104,246 | 3,170,114 |
Non-PEO NEO Average Compensation Actually Paid Amount | $ 2,514,425 | 6,194,093 | 5,987,817 |
Adjustment to Non-PEO NEO Compensation Footnote [Text Block] | Deductions from, and additions to, total compensation in the SCT by year to calculate CAP consist of: 2022 2021 2020 PEO AVERAGE NON-PEO NEOs PEO AVERAGE NON-PEO NEOs PEO AVERAGE NON-PEO NEOs Total Compensation from SCT $18,457,351 $4,620,214 $24,494,731 $4,104,246 $18,511,405 $3,170,114 Adjustments for Pension SCT pension $0 $0 $(420,600) $(67,360) $(684,200) $(195,850) Current year service cost $27,241 $26,848 $28,442 $19,535 $23,957 $19,074 Prior service cost impacting current year $478,791 $66,448 $411,999 $44,884 $354,783 $44,266 Total Adjustments for Pension $506,032 $93,296 $19,841 $(2,941) $(305,460) $(132,510) Adjustments for Equity Awards Grant date values in the SCT $(9,260,335) $(2,033,332) $(7,060,185) $(1,066,402) $(4,127,534) $(689,055) Year-end fair value of unvested awards granted in the current year $6,623,094 $1,454,262 $9,357,480 $1,413,396 $14,523,322 $2,424,540 Year-over-year difference of year-end fair values for unvested awards granted in prior years $(3,818,727) $(569,111) $7,614,950 $1,114,689 $4,360,047 $696,980 Fair values at vest date for awards granted and vested in current year $0 $0 $0 $0 $0 $0 Difference in fair values between prior year-end fair values and vest date fair values for awards granted in prior years $(7,419,305) $(1,050,904) $4,601,275 $631,104 $4,972,918 $514,898 Forfeitures during current year equal to prior year-end fair value $0 $0 $0 $0 $0 $0 Dividends or dividend equivalents not otherwise included in the total compensation $0 $0 $0 $0 $17,342 $2,850 Total Adjustments for Equity Awards $(13,875,273) $(2,199,085) $14,513,520 $2,092,787 $19,746,095 $2,950,213 Compensation Actually Paid (as calculated) $5,088,110 $2,514,425 $39,028,092 $6,194,093 $37,952,040 $5,987,817 (2) Equity valuation assumptions for calculating CAP are not materially different from grant date valuation assumptions. (3) Non-PEO NEOs reflect the average SCT total compensation and average CAP for the following executives by year: 2022: Celso L. Goncalves Jr., Clifford T. Smith, Keith A. Koci, James D. Graham and Maurice D. Harapiak 2021: Celso L. Goncalves Jr., Clifford T. Smith, Keith A. Koci, Terry G. Fedor and Maurice D. Harapiak 2020: Clifford T. Smith, Keith A. Koci, Terry G. Fedor and Maurice D. Harapiak (4) Total Shareholder Return figures are based on a fixed investment of $100 from the beginning of the earliest year in the table through the end of each applicable year in the table, assuming reinvestment of dividends. (5) The peer group is comprised of the companies in the S&P Metals & Mining Select Industry Group. (6) Reconciliations for Adjusted EBITDA can be found in Annex A to this proxy statement. | ||
Equity Valuation Assumption Difference, Footnote [Text Block] | (2) Equity valuation assumptions for calculating CAP are not materially different from grant date valuation assumptions. | ||
Compensation Actually Paid vs. Total Shareholder Return [Text Block] | Compensation Actually Paid and Cumulative TSR | ||
Compensation Actually Paid vs. Net Income [Text Block] | Compensation Actually Paid and Net Income (Loss) | ||
Compensation Actually Paid vs. Company Selected Measure [Text Block] | Compensation Actually Paid and Adjusted EBITDA | ||
Total Shareholder Return Amount | $ 196.35 | 265.34 | 177.46 |
Peer Group Total Shareholder Return Amount | 177.02 | 156.49 | 115.97 |
Net Income (Loss) | $ 1,376,000,000 | $ 3,033,000,000 | $ (81,000,000) |
Company Selected Measure Amount | 3,169,000,000 | 5,287,000,000 | 353,000,000 |
PEO Name | Lourenco Goncalves | ||
Additional 402(v) Disclosure [Text Block] | (4) Total Shareholder Return figures are based on a fixed investment of $100 from the beginning of the earliest year in the table through the end of each applicable year in the table, assuming reinvestment of dividends. (6) Reconciliations for Adjusted EBITDA can be found in Annex A to this proxy statement. | ||
Measure [Axis]: 1 | |||
Pay vs Performance Disclosure [Table] | |||
Measure Name | Adjusted EBITDA | ||
Measure [Axis]: 2 | |||
Pay vs Performance Disclosure [Table] | |||
Measure Name | Relative TSR | ||
PEO [Member] | SCT pension [Member] | |||
Pay vs Performance Disclosure [Table] | |||
Adjustment to Compensation Amount | $ 0 | $ (420,600) | $ (684,200) |
PEO [Member] | Pension Current Year Service Cost [Member] | |||
Pay vs Performance Disclosure [Table] | |||
Adjustment to Compensation Amount | 27,241 | 28,442 | 23,957 |
PEO [Member] | Pension Prior Year Service Cost Impacting Current Year [Member] | |||
Pay vs Performance Disclosure [Table] | |||
Adjustment to Compensation Amount | 478,791 | 411,999 | 354,783 |
PEO [Member] | Pension [Member] | |||
Pay vs Performance Disclosure [Table] | |||
Adjustment to Compensation Amount | 506,032 | 19,841 | (305,460) |
PEO [Member] | Grant date values in the SCT [Member] | |||
Pay vs Performance Disclosure [Table] | |||
Adjustment to Compensation Amount | (9,260,335) | (7,060,185) | (4,127,534) |
PEO [Member] | Year-End Fair Value Of Unvested Awards Granted In The Current Year [Member] | |||
Pay vs Performance Disclosure [Table] | |||
Adjustment to Compensation Amount | 6,623,094 | 9,357,480 | 14,523,322 |
PEO [Member] | Year-Over-Year Difference Of Year-End Fair Values For Unvested Awards Granted In Prior Years [Member] | |||
Pay vs Performance Disclosure [Table] | |||
Adjustment to Compensation Amount | (3,818,727) | 7,614,950 | 4,360,047 |
PEO [Member] | Fair Values At Vest Date For Awards Granted And Vested In Current Year [Member] | |||
Pay vs Performance Disclosure [Table] | |||
Adjustment to Compensation Amount | 0 | 0 | 0 |
PEO [Member] | Differences In Fair Values Between Prior Year-End Fair Values And Vest Date Fair Values For Awards Granted In Prior Years [Member] | |||
Pay vs Performance Disclosure [Table] | |||
Adjustment to Compensation Amount | (7,419,305) | 4,601,275 | 4,972,918 |
PEO [Member] | Forfeitures During Current Year Equal To Prior Year-End Fair Value [Member] | |||
Pay vs Performance Disclosure [Table] | |||
Adjustment to Compensation Amount | 0 | 0 | 0 |
PEO [Member] | Dividends Or Dividend Equivalents Not Otherwise Included In The Total Compensation [Member] | |||
Pay vs Performance Disclosure [Table] | |||
Adjustment to Compensation Amount | 0 | 0 | 17,342 |
PEO [Member] | Equity Awards [Member] | |||
Pay vs Performance Disclosure [Table] | |||
Adjustment to Compensation Amount | (13,875,273) | 14,513,520 | 19,746,095 |
Non-PEO NEO [Member] | SCT pension [Member] | |||
Pay vs Performance Disclosure [Table] | |||
Adjustment to Compensation Amount | 0 | (67,360) | (195,850) |
Non-PEO NEO [Member] | Pension Current Year Service Cost [Member] | |||
Pay vs Performance Disclosure [Table] | |||
Adjustment to Compensation Amount | 26,848 | 19,535 | 19,074 |
Non-PEO NEO [Member] | Pension Prior Year Service Cost Impacting Current Year [Member] | |||
Pay vs Performance Disclosure [Table] | |||
Adjustment to Compensation Amount | 66,448 | 44,884 | 44,266 |
Non-PEO NEO [Member] | Pension [Member] | |||
Pay vs Performance Disclosure [Table] | |||
Adjustment to Compensation Amount | 93,296 | (2,941) | (132,510) |
Non-PEO NEO [Member] | Grant date values in the SCT [Member] | |||
Pay vs Performance Disclosure [Table] | |||
Adjustment to Compensation Amount | (2,033,332) | (1,066,402) | (689,055) |
Non-PEO NEO [Member] | Year-End Fair Value Of Unvested Awards Granted In The Current Year [Member] | |||
Pay vs Performance Disclosure [Table] | |||
Adjustment to Compensation Amount | 1,454,262 | 1,413,396 | 2,424,540 |
Non-PEO NEO [Member] | Year-Over-Year Difference Of Year-End Fair Values For Unvested Awards Granted In Prior Years [Member] | |||
Pay vs Performance Disclosure [Table] | |||
Adjustment to Compensation Amount | (569,111) | 1,114,689 | 696,980 |
Non-PEO NEO [Member] | Fair Values At Vest Date For Awards Granted And Vested In Current Year [Member] | |||
Pay vs Performance Disclosure [Table] | |||
Adjustment to Compensation Amount | 0 | 0 | 0 |
Non-PEO NEO [Member] | Differences In Fair Values Between Prior Year-End Fair Values And Vest Date Fair Values For Awards Granted In Prior Years [Member] | |||
Pay vs Performance Disclosure [Table] | |||
Adjustment to Compensation Amount | (1,050,904) | 631,104 | 514,898 |
Non-PEO NEO [Member] | Forfeitures During Current Year Equal To Prior Year-End Fair Value [Member] | |||
Pay vs Performance Disclosure [Table] | |||
Adjustment to Compensation Amount | 0 | 0 | 0 |
Non-PEO NEO [Member] | Dividends Or Dividend Equivalents Not Otherwise Included In The Total Compensation [Member] | |||
Pay vs Performance Disclosure [Table] | |||
Adjustment to Compensation Amount | 0 | 0 | 2,850 |
Non-PEO NEO [Member] | Equity Awards [Member] | |||
Pay vs Performance Disclosure [Table] | |||
Adjustment to Compensation Amount | $ (2,199,085) | $ 2,092,787 | $ 2,950,213 |