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PROXY STATEMENT TABLE OF CONTENTS


PROXY STATEMENT SUMMARY			1
QUESTIONS AND ANSWERS ABOUT THE MEETING AND VOTING			5
MEETING INFORMATION			7
CORPORATE GOVERNANCE			8
Board Leadership Structure			8
Board’s Role in Risk Oversight			9
Board Meetings and Committees			9
Identification and Evaluation of Director Candidates			11
Communications With Directors			12
Code of Business Conduct and Ethics			12
Independence and Related Party Transactions			12
DIRECTOR COMPENSATION			14
Director Compensation for 2020			15
PROPOSAL 1 – ELECTION OF DIRECTORS			16
Information Concerning Director Nominees			17
OWNERSHIP OF EQUITY SECURITIES OF THE COMPANY			21
PROPOSAL 2 – APPROVAL OF AN AMENDMENT TO OUR FOURTH AMENDED ARTICLES OF INCORPORATION, AS AMENDED, TO INCREASE THE NUMBER OF AUTHORIZED COMMON SHARES			22
PROPOSAL 3 – APPROVAL OF THE CLEVELAND-CLIFFS INC. 2021 NONEMPLOYEE DIRECTORS' COMPENSATION PLAN			23
PROPOSAL 4 – APPROVAL OF THE CLEVELAND-CLIFFS INC. 2021 EQUITY AND INCENTIVE COMPENSATION PLAN			31
EQUITY COMPENSATION PLAN INFORMATION			42



COMPENSATION DISCUSSION AND ANALYSIS			43
Executive Summary			44
Executive Compensation Philosophy and Core Principles			53
Oversight of Executive Compensation			56
Key Components of Executive Compensation			58
Retirement and Deferred Compensation Benefits			67
Supplementary Compensation Policies			67
COMPENSATION COMMITTEE REPORT			70
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION			70
COMPENSATION-RELATED RISK ASSESSMENT			70
EXECUTIVE COMPENSATION			71
Executive Compensation Tables and Narratives			71
Potential Payments Upon Termination or Change in Control			77
CEO Pay Ratio			81
PROPOSAL 5 – APPROVAL, ON AN ADVISORY BASIS, OF OUR NAMED EXECUTIVE OFFICERS' COMPENSATION			82
AUDIT COMMITTEE REPORT			83
PROPOSAL 6 – RATIFICATION OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM			84
INFORMATION ABOUT SHAREHOLDER PROPOSALS AND COMPANY DOCUMENTS			85
OTHER INFORMATION			85
Annex A			A-1
Annex B			B-1
Annex C			C-1


ATTENDANCE AND PARTICIPATION AT THE 2021 ANNUAL MEETING

Our virtual 2021 Annual Meeting will be conducted on the Internet via live audio webcast. Shareholders will be able to participate online and submit questions in advance of the 2021 Annual Meeting by visiting www.virtualshareholdermeeting.com/CLF2021, beginning at 11:00 a.m. EDT on April 28, 2021. Shareholders will be able to vote their shares electronically during the 2021 Annual Meeting. To participate in the 2021 Annual Meeting, you will need the 16-digit control number included on your proxy card or your voting instruction form. The 2021 Annual Meeting will begin promptly at 11:30 a.m. EDT. We encourage you to access the 2021 Annual Meeting prior to the start time. Online access will begin at 11:00 a.m. EDT. Guests may listen to a live audio webcast of the virtual 2021 Annual Meeting by visiting www.virtualshareholdermeeting.com/CLF2021 but are not entitled to participate. The virtual 2021 Annual Meeting platform is fully supported across browsers (Internet Explorer, Firefox, Chrome and Safari) and devices (desktops, laptops, tablets and cell phones) running the most updated version of applicable software and plugins. Participants should ensure they have a strong Internet connection wherever they intend to participate in the 2021 Annual Meeting. Participants should also allow plenty of time to log in and ensure that they can hear streaming audio prior to the start of the 2021 Annual Meeting. To ensure your shares are properly represented, please vote your proxy promptly even if you plan to join the 2021 Annual Meeting. QUESTIONS Lourenco Goncalves, Cliffs’ Chairman, President and Chief Executive Officer, will be available to answer questions submitted by shareholders at the conclusion of the 2021 Annual Meeting. Shareholders may submit questions for the 2021 Annual Meeting after logging in, beginning at 11:00 a.m. EDT on April 28, 2021. If you wish to submit a question, you may do so by logging into the virtual meeting platform at www.virtualshareholdermeeting.com/CLF2021, typing your question into the “Ask a Question” field, and clicking “Submit.” Please submit any questions before the start time of the 2021 Annual Meeting. Additional information regarding the ability of shareholders to ask questions during the 2021 Annual Meeting, related rules of conduct and other materials for the 2021 Annual Meeting will be available at www.virtualshareholdermeeting.com/CLF2021. TECHNICAL DIFFICULTIES Technical support, including related technical support phone numbers, will be available on the virtual meeting platform at www.virtualshareholdermeeting.com/CLF2021 beginning at 11:00 a.m. EDT on April 28, 2021 through the conclusion of the 2021 Annual Meeting.

DIRECTOR NOMINEES RECOMMENDED BY THE BOARD

(PAGE 17)

NAME

AGE

DIRECTOR SINCE

POSITION

COMMITTEE MEMBERSHIPS (1)

Lourenco Goncalves

2014

Chairman, President and Chief Executive Officer

Strategy*

Douglas C. Taylor

2014

Lead Director

Compensation*
Strategy

John T. Baldwin

2014

Director

Audit*
Compensation

Robert P. Fisher, Jr.

2014

Director

Audit
Governance

William K. Gerber

2020

Director

Audit

Susan M. Green (2)

2007

Director

Governance

M. Ann Harlan

2019

Director

Audit

Ralph S. Michael, III

2020

Director

Compensation
Governance*

Janet L. Miller

2019

Director

Audit
Governance

Eric M. Rychel

2016

Director

Audit
Compensation

Gabriel Stoliar

2014

Director

Strategy

Arlene M. Yocum

2020

Director

Strategy

* Denotes committee chair

(1)Full committee names are: Audit – Audit Committee; Compensation – Compensation and Organization Committee; Governance – Governance and Nominating Committee; and Strategy – Strategy and Sustainability Committee.

(2)In October 2019, Ms. Green submitted a letter to our Board Chair and our Governance Committee Chair tendering her resignation from the Cliffs Board of Directors (the "Board") for having reached the 12-year term limit contained in our Corporate Governance Guidelines. At its October 2019 meeting and upon recommendation by the Governance Committee, the Board considered the status of Ms. Green's situation as the designee of the United Steelworkers (the "USW") to the Board. The Board determined to exercise its permitted discretion under our Corporate Governance Guidelines and unanimously voted to reject Ms. Green's resignation, with Ms. Green abstaining from the vote. See "Corporate Governance - Independence and Related Party Transactions."


2021 EQUITY AND INCENTIVE COMPENSATION PLAN			(PAGE 31)

We are seeking your approval of the Cleveland-Cliffs Inc. 2021 Equity and Incentive Compensation Plan (the "2021 Employees Plan"). If approved, the 2021 Employees Plan would continue to authorize the Compensation Committee to provide equity-based compensation in the form of stock options, appreciation rights, restricted shares, restricted stock units, cash incentive awards, performance shares, performance units, dividend equivalents, and certain other awards denominated or payable in, or otherwise based on, Cliffs common shares or factors that may influence the value of our shares for the purpose of providing our officers and other key employees with incentives and rewards for service or performance that are aligned with the long-term interests of our shareholders. We are seeking approval to authorize the issuance of up to 26,000,000 new common shares under the 2021 Employees Plan, plus the shares remaining available under our current employee equity plan document, all as further described in the 2021 Employees Plan.


EXECUTIVE COMPENSATION PHILOSOPHY AND CORE PRINCIPLES			(PAGE 53)

Our guiding executive compensation principles, as established by the Compensation Committee for 2020, were as follows: 1.Align short-term and long-term incentives with results delivered to shareholders; 2.Be transparent, ensure that executives and shareholders understand our executive compensation programs, including the objectives, mechanics, and compensation levels and opportunities provided; 3.Design an incentive plan that focuses on performance objectives tied to our business plan (including profitability-related and cost control objectives), relative performance objectives tied to market conditions (including relative total shareholder return, measured by share price appreciation plus dividends, if any) and performance against other key objectives tied to our business strategy (including safety); 4.Provide competitive fixed 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 5.Continue to structure 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 maintaining a clawback policy related to incentive compensation for our executive officers).


CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

This proxy statement contains statements that constitute "forward-looking statements" within the meaning of the federal securities laws. As a general matter, forward-looking statements relate to anticipated trends and expectations rather than historical matters. Forward-looking statements are subject to risks and uncertainties relating to Cliffs’ operations and business environment that are difficult to predict and may be beyond our control. Such risks and uncertainties may cause actual results to differ materially from those expressed or implied by the forward-looking statements. These risks and uncertainties include, but are not limited to, the risks and uncertainties described in Part I., Item 1A., "Risk Factors," in our Annual Report on Form 10-K for the year ended December 31, 2020, and those described from time to time in our future reports filed with the SEC. Except to the extent required by law, Cliffs does not undertake to update the forward-looking statements included in this proxy statement to reflect the impact of circumstances or events that may arise after the date the forward-looking statements were made.

If your shares are held in the name of a brokerage firm, your shares may be voted even if you do not provide the brokerage firm with voting instructions. Brokerage firms have the authority under applicable rules to vote shares for which their customers do not provide voting instructions on certain “routine” matters. When a proposal is not a routine matter and the brokerage firm has not received voting instructions from the beneficial owner of the shares with respect to that proposal, the brokerage firm cannot vote the shares on that proposal. This is referred to as a “broker non-vote.” The amendment to our Articles of Incorporation to increase the number of authorized common shares and the ratification of Deloitte & Touche LLP as our registered independent public accounting firm are considered routine matters for which a brokerage firm that holds your shares may vote your shares without your instructions. The election of directors, the approval of the 2021 Directors Plan, the approval of the 2021 Employees Plan and the approval, on an advisory basis, of our NEOs' compensation are not considered routine matters, and, therefore, a brokerage firm that holds your shares may not vote your shares for such proposals without your instructions.

We are permitted to send a single copy of the Notice of Internet Availability of Proxy Materials or set of proxy materials (if paper delivery was previously requested) to shareholders who share the same last name and address. This procedure is called “householding” and is designed to reduce our printing and postage costs and reduce our environmental impact by printing fewer paper copies. If you are the beneficial owner, but not the record holder, of Cliffs shares, your bank, broker, nominee or other shareholder of record may only deliver one copy of the Notice of Internet Availability of Proxy Materials or set of proxy materials and, as applicable, any other proxy materials that are made available until such time as you or other shareholders sharing your address notify your nominee that you want to receive separate copies. Beneficial owners sharing an address who are receiving multiple copies of the Notice of Internet Availability of Proxy Materials or sets of proxy materials and who wish to receive a single copy or set in the future will need to contact their bank, broker, nominee or other shareholder of record. A shareholder of record who wishes to receive a separate copy of the Notice of Internet Availability of Proxy Materials or set of proxy materials, or shareholders who share the same address that are currently receiving multiple copies of the Notice of Internet Availability of Proxy Materials or sets of proxy materials and who wish to receive a single copy or set, either now or in the future, may submit this request by writing to our Secretary at Cleveland-Cliffs Inc., 200 Public Square, Suite 3300, Cleveland, Ohio 44114, or by calling our Investor Relations department at (800) 214-0739, and it will be delivered promptly.

The common shares represented by properly authorized proxies will be voted as specified. It is intended that the shares represented by properly authorized proxies on which no specification has been made will be voted: (1) FOR ALL of the twelve nominees for director named herein or such substitute nominees as the Board may designate; (2) FOR the approval of an amendment to our Articles of Incorporation to increase the number of authorized common shares; (3) FOR the approval of the 2021 Directors Plan; (4) FOR the approval of the 2021 Employees Plan; (5) FOR the approval, on an advisory basis, of our NEOs' compensation; (6) FOR the ratification of the appointment of Deloitte & Touche LLP as our independent registered public accounting firm to serve for the 2021 fiscal year; and (7) at the discretion of the persons named as proxies on all other matters that may properly come before the 2021 Annual Meeting.

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 2021 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 2021 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 our Board’s nominees as is possible.

The Board delegates oversight responsibility for certain areas of risk to its committees. Generally, each committee oversees risks that are associated with the purpose of and responsibilities delegated to that committee. For example, the Audit Committee oversees risks related to accounting and financial reporting. In addition, pursuant to its charter, the Audit Committee periodically reviews our ERM process. The Compensation Committee monitors risks related to development and succession planning for the CEO and executive officers, as well as compensation and related policies and programs for executive and non-executive officers and management. The Governance Committee handles risks with respect to board composition, membership and structure, and corporate governance matters. The Strategy Committee oversees our strategic plan and annual management objectives and oversees, advises on and monitors opportunities and risks relating to our strategic plan and our sustainability goals and initiatives. As appropriate, the respective committees’ Chairpersons provide reports to the full Board.


AUDIT COMMITTEE

MEMBERS: 6	INDEPENDENT: 6	2020 MEETINGS: 7
AUDIT COMMITTEE FINANCIAL EXPERTS: The Board has determined that each of John T. Baldwin, William K. Gerber and Eric M. Rychel is an "audit committee financial expert" within the meaning of Item 407 of Regulation S-K under the federal securities laws.
RESPONSIBILITIES:
▪Reviews with our management, the internal auditors and the independent registered public accounting firm, the adequacy and effectiveness of our system of internal control over financial reporting ▪Reviews significant accounting matters ▪Reviews quarterly unaudited financial information prior to public release ▪Approves the audited financial statements prior to public distribution ▪Approves our assertions related to internal controls prior to public distribution ▪Reviews any significant changes in our accounting principles or financial reporting practices ▪Evaluates our independent registered public accounting firm; discusses with the independent registered public accounting firm their independence and considers the compatibility of non-audit services with such independence ▪Annually selects and retains our independent registered public accounting firm to examine our financial statements and reviews, approves and retains the services performed by our independent registered public accounting firm ▪Approves management’s appointment, termination or replacement of the head of Internal Audit ▪Conducts a legal compliance review at least annually
CHAIR: John T. Baldwin	MEMBERS: Robert P. Fisher, Jr., William K. Gerber, M. Ann Harlan, Janet L. Miller and Eric M. Rychel


COMPENSATION AND ORGANIZATION COMMITTEE

MEMBERS: 4	INDEPENDENT: 4	2020 MEETINGS: 6
RESPONSIBILITIES:
▪Oversees development and implementation of Cliffs' compensation policies and programs for executive officers ▪Ensures that criteria for awards under incentive plans relate to Cliffs' strategic plan and operating performance objectives and approves equity-based awards ▪Reviews and evaluates CEO and executive officer performance and approves compensation (with the CEO's compensation being subject to ratification by the independent members of the Board) ▪Recommends to the Board the election of officers ▪Assists with management development and succession planning ▪Reviews employment and severance arrangements and oversees regulatory compliance regarding compensation matters and related party transactions ▪Obtains the advice of outside experts with regard to compensation matters ▪May, in its discretion, delegate all or a portion of its duties and responsibilities to a subcommittee and may delegate certain equity award grant authority to officers of Cliffs, subject to applicable law For more information about the role of executives and outside advisers in our executive compensation process, see the CD&A section of this proxy statement.
CHAIR: Douglas C. Taylor	MEMBERS: John T. Baldwin, Ralph S. Michael, III and Eric M. Rychel



GOVERNANCE AND NOMINATING COMMITTEE

MEMBERS: 4	INDEPENDENT: 4	2020 MEETINGS: 5
RESPONSIBILITIES:
▪Oversees annual review of our Corporate Governance Guidelines and our Guidelines for Selection of Nonemployee Directors and periodic review of external developments in corporate governance matters generally ▪Periodically reviews and makes recommendations regarding the CEO's authorized levels for corporate expenditures ▪Establishes and maintains, with the Audit Committee, procedures for review of related party transactions ▪Monitors the Board governance process and provides counsel to the CEO on Board governance and other matters ▪Recommends changes in membership and responsibility of Board committees ▪Acts as the Board’s Nominating Committee and Proxy Committee in the election of directors ▪Annually reviews and administers our director compensation plans and benefits, and makes recommendations to the Board with respect to compensation plans and equity-based plans for directors ▪Other responsibilities include oversight of annual evaluation of the Board and CEO and monitoring risks associated with Board organization, membership, structure and succession planning
CHAIR: Ralph S. Michael, III	MEMBERS: Robert P. Fisher, Jr., Susan M. Green and Janet L. Miller


STRATEGY AND SUSTAINABILITY COMMITTEE

MEMBERS: 4	INDEPENDENT: 3	2020 MEETINGS: 5
RESPONSIBILITIES:
▪Oversees Cliffs’ strategic plan and annual management objectives ▪Monitors risks relevant to Cliffs' strategy, including operational, safety, environmental, social and governance risks ▪Provides advice and assistance with developing our current and future strategy ▪Provides follow up oversight with respect to the comparison of actual results with estimates for major projects and post-acquisition integration efforts ▪Assesses Cliffs’ overall capital structure and its capital allocation priorities ▪Assists management in determining the resources necessary to implement Cliffs’ strategic and financial plans ▪Considers the merits and risks of potential acquisitions, joint ventures. emerging growth opportunities and strategic alliances ▪Acts in an advisory capacity with respect to Cliffs' sustainability strategies, its commitment to environmental stewardship, its focus on health and safety of employees and other stakeholders, and its corporate social responsibility initiatives ▪Reviews and approves any sustainability reports that may be published by Cliffs from time to time
CHAIR: Lourenco Goncalves	MEMBERS: Gabriel Stoliar, Douglas C. Taylor and Arlene M. Yocum

The policy of the Governance Committee is to consider properly submitted shareholder nominations for candidates for membership on the Board as described below under “Identifying and Evaluating Nominees for Directors.” In evaluating nominations, the Governance Committee seeks to achieve a balance of knowledge, experience and capability on the Board and to address the membership criteria set forth below under “Board Diversity and Director Qualifications.” Any shareholder nominations proposed for consideration by the Governance Committee should include: (i) complete information as to the identity and qualifications of the proposed nominee, including name, address, present and prior business and/or professional affiliations, education and experience, and particular fields of expertise; (ii) an indication of the nominee’s consent to serve as a director if elected; and (iii) the reasons why, in the opinion of the recommending shareholder, the proposed nominee is qualified and suited to be a director. Shareholder nominations should be addressed to Cleveland-Cliffs Inc., 200 Public Square, Suite 3300, Cleveland, Ohio 44114, Attention: Secretary. Our Regulations provide that at any meeting of shareholders at which directors are to be elected, only persons nominated as candidates will be eligible for election.

The Governance Committee considers board diversity as it deems appropriate and consistent with our Corporate Governance Guidelines, the charter of the Governance Committee and other criteria established by the Board. The Governance Committee’s goal in selecting directors for nomination to the Board generally is to seek to create a well-balanced team that combines diverse experience, skill and intellect of seasoned directors in order to enable us to pursue our strategic objectives. The Governance Committee has not reduced the qualifications for service on the Board to a checklist of specific standards or minimum qualifications, skills or qualities. Rather, the Governance Committee seeks, consistent with the vacancies existing on the Board at any particular time and the interplay of a particular candidate’s experience with the experience of other directors, to select individuals whose business experience, knowledge, skills, diversity and integrity would be considered a desirable addition to the Board and any committees thereof. In addition, the Governance Committee annually conducts a review of incumbent directors in order to determine whether a director should be nominated for re-election to the Board.

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.

We have a written Related Party Transactions Policy (our "RPT Policy"), pursuant to which we only will enter into a related party transaction if our CEO and Chief Legal Officer determine that the transaction is comparable to those that could be obtained in arm’s-length dealings with an unrelated third party. If the transaction is approved by our CEO and Chief Legal Officer, then the transaction also must be approved by the disinterested members of our Audit Committee. Under our RPT Policy, any related party transactions are reviewed by the Audit Committee at each quarterly meeting. After review, the disinterested members of the Audit Committee either approve or disapprove the proposed transaction. Management is responsible for updating the Audit Committee at each quarterly meeting as to any material changes to those transactions that the Audit Committee has previously approved. For purposes of our RPT Policy, we define a related person as any person who is a director, executive officer, nominee for director or an immediate family member of a director, an executive officer or a nominee for director. We define a related party transaction as a transaction, agreement or relationship in which Cliffs was, is or will be a participant, the amount of the transaction exceeds $120,000, and a related person has or will have a direct or indirect material interest. However, compensation paid by Cliffs for service as a director or executive officer of the Company is not deemed to be a related party transaction, even if the aggregate amount involved exceeds $120,000.

1. In September 2016, Cliffs hired Mr. Celso Goncalves, the son of our Chairman, President and CEO, as our Assistant Treasurer. Effective January 1, 2018, Mr. Celso Goncalves was promoted to Vice President, Treasurer and named an officer of Cliffs. Effective March 13, 2020, Mr. Celso Goncalves was promoted to Senior Vice President, Finance & Treasurer and continues to serve as an officer of Cliffs. With respect to fiscal year 2020, Mr. Celso Goncalves was paid a salary of $325,000, earned incentive compensation under the Management Performance Incentive Plan of $292,500, earned a discretionary bonus of $292,500 in recognition of extraordinary efforts in connection with completing two transformative acquisitions during 2020, and participated in other regular and customary employee benefit plans and programs generally available to our employees. In addition, in March 2020, Mr. Celso Goncalves was granted a Restricted Stock Unit Award of 22,437 common shares, which had a grant date value of $109,268, and a Performance Share Award of 22,437 common shares, which had a grant date value of $109,268, as well as a Performance Cash Award of $165,750. The foregoing compensation arrangement is considered a related party transaction under our RPT Policy. Mr. Celso Goncalves' compensation was reviewed and approved by our Audit Committee in accordance with our RPT Policy.

2. Our subsidiary, Cleveland-Cliffs Steel Corporation (f/k/a AK Steel Corporation) ("AK Steel Corporation"), has contracted on an arm's-length basis for work with Morgan Engineering Systems, Inc. ("Morgan Engineering"), which is a company owned by Mr. Mark Fedor. Mr. Mark Fedor is the brother of Mr. Terry Fedor, who serves as our Executive Vice President, Chief Operating Officer, Steels Mills and is an NEO. AK Steel Corporation's business relationship with Morgan Engineering existed prior to our acquisition of AK Steel Corporation on March 13, 2020, and AK Steel Corporation and our other subsidiaries may determine to continue to engage Morgan Engineering in the ordinary course of business to provide services on an arm's-length basis in future years, and such services may exceed the $120,000 annual threshold under our RPT Policy. For example, during 2020, Morgan Engineering was paid approximately $700,000 for work performed for AK Steel Corporation. Mr. Terry Fedor was not involved in the initial engagement of Morgan Engineering by AK Steel Corporation or any of our other subsidiaries and has agreed to abstain from any future actions related to Morgan Engineering. In accordance with our RPT Policy, during 2020 the CEO and the Chief Legal Officer, as well as the Audit Committee, approved and ratified transactions with Morgan Engineering.

We have entered into indemnification agreements with each current member of the Board and each of our officers. The form and execution of the indemnification agreements were approved and adopted by the Board on April 24, 2019. The indemnification agreements essentially provide that, to the fullest extent permitted or required by Ohio law and as the law may change to increase the scope of indemnification, we will indemnify the indemnitee against all expenses, costs, liabilities and losses (including attorneys’ fees, judgments, fines or settlements) incurred or suffered by the indemnitee in connection with any suit in which the indemnitee is a party or otherwise involved as a result of his or her service as a member of the Board or as an officer of the Company. Under these agreements, to the extent that the indemnification is unavailable, we shall contribute to the payment of any and all indemnifiable claims or losses in an amount that is fair and reasonable under the circumstances. In connection with the indemnification agreements with each current member of the Board, we have a trust agreement with KeyBank National Association pursuant to which the parties to the indemnification agreements may be reimbursed with respect to enforcing their respective rights under the indemnification agreements.

In 2004, we reached an agreement with the USW pursuant to which the USW may designate a member to the Board provided that the individual is acceptable to the Chairman, is recommended by the Board Affairs Committee (now known as the Governance Committee), and is then approved by the full Board to be considered a director nominee. In 2007, Susan Green was first proposed by the USW, elected to the Board by Cliffs’ shareholders in July 2007, and re-elected in each of the years 2008 through 2013. As a result of the proxy contest in 2014, Ms. Green was not re-elected but was asked by the reconstituted Board to re-join the Board and was subsequently appointed on October 15, 2014 and re-elected each year since 2015. In October 2019, Ms. Green submitted a letter to our Board Chair and our Governance Committee Chair tendering her resignation from the Board for having reached the 12-year term limit contained in our Corporate Governance Guidelines. At its October 2019 meeting and upon recommendation by the Governance Committee, the Board considered the status of Ms. Green's situation as the USW's designee to the Board. The Board determined to exercise its permitted discretion under our Corporate Governance Guidelines and unanimously voted to reject Ms. Green's resignation, with Ms. Green abstaining from the vote.

(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 2020, which awards are further described above, and whether or not deferred by the director. The grant date fair value of the nonemployee directors’ prorated 2019 restricted share award of 2,412 shares to each of Messrs. Gerber and Michael and Ms. Yocum on March 13, 2020 was $4.87 per share ($11,748.63). The grant date fair value of the nonemployee directors’ restricted share award of 27,397 shares on April 22, 2020 was $3.65 per share (approximately $100,000). Messrs. Baldwin and Rychel elected to defer all of their 2020 restricted share award under the Directors' Plan. As of December 31, 2020, the aggregate number of restricted shares subject to forfeiture held by each nonemployee director was as follows: Mr. Fisher - 27,397; Mr. Gerber -29,809; Ms. Green - 27,397; Ms. Harlan - 27,397; Mr. Michael - 29,809; Ms. Miller - 27,397; Mr. Stoliar - 27,397; Mr. Taylor - 27,397; and Ms. Yocum - 29,809. As of December 31, 2020, the aggregate number of deferred share units allocated to the deferred share accounts of Messrs. Baldwin and Rychel under the Directors' Plan were 38,406.954 and 67,551.971, respectively.

JOHN T. BALDWIN

Age: 64

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 Chairman of Metals USA Holdings Corp.

▪Retired Chief Financial Officer with over twenty-five years of increasing financial responsibility

▪Broad experience structuring and negotiating complicated financial M&A transactions

Former Director and Chairman 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, 2003 to 2005. Mr. Baldwin holds a Bachelor of Science degree from the University of Houston and J.D. from the University of Texas School of Law.

ROBERT P. FISHER, JR.

Age: 66

Director since 2014

Other Current Public Directorships:

None

Former Public Directorships:

CML Healthcare, Inc. (2010 - 2013)

Specific qualifications, experience, skills and expertise:

▪Vast experience in the investment and finance industries, which included advising the boards of numerous public companies

▪Served on the Audit Committee, the Nominating and Corporate Governance Committee and as chair of the Human Resources Committee of CML Healthcare, Inc.

President and Chief Executive Officer of George F. Fisher, Inc., a private investment company that manages a portfolio of public and private investments, since 2002. Mr. Fisher served in various positions with Goldman, Sachs & Co., a global investment banking firm, from 1982 until 2001, eventually serving as Managing Director and head of its Canadian Corporate Finance and Canadian Investment Banking units for eight years and then as head of Goldman Sachs Investment Banking Mining Group. During Mr. Fisher's tenure at Goldman, Sachs & Co., he worked extensively with many of the leading North American metals and mining companies, and also served as the head of Goldman's Investment Banking Mining Group. Mr. Fisher holds a Bachelor of Arts degree from Dartmouth College and a Master of Arts degree in Law and Diplomacy from Tufts University.

WILLIAM K. GERBER

Age: 67

Director since 2020

Current Public Directorships:

Wolverine World Wide, Inc. (since 2008)

Former Public Directorships:

AK Steel Holding Corporation (2007 - 2020)

Kaydon Corporation (2007 - 2013)

Specific qualifications, experience, skills and expertise:

▪Broad and keen understanding of complex financial and accounting matters

▪Former Chair of the Audit Committee of AK Steel Holding Corporation and current member of the Audit Committee of Wolverine World Wide, Inc.

Managing Director of Cabrillo Point Capital LLC, a private investment fund since 2007. Executive Vice President and Chief Financial Officer of Kelly Services, Inc., a global staffing solutions company, from 1998 to 2007; Vice President-Finance from 1993 to 1998 and Vice President-Corporate Controller from 1987 to 1993 of L Brands Inc. (f/k/a The Limited Brands Inc.). Mr. Gerber received his Bachelor of Science in Economics degree from the Wharton School at the University of Pennsylvania and his Master of Business Administration from the Harvard Graduate School of Business Administration.

LOURENCO GONCALVES

Age: 63

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 was most recently recognized as a Distinguished Member and Fellow by the Association for Iron & Steel Technology.

SUSAN M. GREEN

Age: 61

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.

M. ANN HARLAN

Age: 61

Director since 2019

Other Current Public Directorships:

The Gorman-Rupp Company (since 2009)

Former Public Directorships:

None

Specific qualifications, experience, skills and expertise:

▪Extensive business and legal experience across a variety of industries

▪Independent board member on both public and private company boards as well as nonprofit organizations

▪Current Lead Director, past chair of the Compensation Committee and the Nominating and Governance Committee, and past member of the Audit Committee, in each case, of The Gorman-Rupp Company, a publicly-traded manufacturing company

Former Vice President, General Counsel and Corporate Secretary of The J.M. Smucker Company, from January 1998 to January 2011, a Fortune 500 company listed on the NYSE that manufactures and markets over 40 food and pet food brands with more than 30 manufacturing locations. Ms. Harlan was a member of the Smucker executive management team responsible for setting and implementing corporate strategy and has broad experience with corporate governance issues and requirements of the NYSE, the SEC and the Sarbanes-Oxley Act of 2002. Ms. Harlan holds a Bachelor of Arts degree in Government from Skidmore College and a J.D. from Case Western Reserve University School of Law. She has also completed an Executive Education Program at Harvard Business School.

RALPH S. MICHAEL, III

Age: 66

Director since 2020

Other Current Public Directorships:

Arlington Asset Investment Corporation (since 2006)

Former Public Directorships:

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 director for FBR & Co. and energy-related issues as a former member of the board and former Lead Director of Key Energy Services, Inc.

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.

JANET L. MILLER

Age: 67

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, 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, with annual revenues in excess of $4 billion. As Chief Legal Officer and Corporate Secretary, Ms. Miller was a trusted advisor to 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 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 also served as the 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 a J.D. degree from the University of Notre Dame.

ERIC M. RYCHEL

Age: 47

Director since 2016

Other Current Public Directorships:

None

Former Public Directorships:

None

Specific qualifications, experience, skills and expertise:

▪As Aleris' Chief Financial Officer from 2014-2020, Mr. Rychel led all of Aleris' capital structure and key initiatives in finance. He provided leadership for the global finance, investor relations and IT functions, and also chaired Aleris' risk and benefits committees.

Former Executive Vice President, Chief Financial Officer and Treasurer of Aleris Corporation from 2014-2020, a global leader in the manufacture and sale of aluminum rolled products; Senior Vice President and Chief Financial Officer of Aleris Corporation from April 2014 - December 2014; Vice President and Treasurer of Aleris Corporation from 2012 - 2014; Managing Director, Industrials Group at Barclays Capital, Inc. from 2010 - 2012. Mr. Rychel received his Bachelor of Science in Economics degree from Wharton School of the University of Pennsylvania.

GABRIEL STOLIAR

Age: 66

Director since 2014

Other Current Public Directorships:

Tupy S.A. (since 2009)

Former Public Directorships:

None

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

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, since 2009; 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 as 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 in Production Engineering from the Universidade Federal do Rio de Janeiro, a post graduate degree in Production Engineering with focus in Industrial Projects and Transportation from the Universidade Federal do Rio de Janeiro and an Executive MBA from PDG-SDE/RJ.

ARLENE M. YOCUM

Age: 63

Director since 2020

Current Public Directorships:

Hamilton Lane Alliance Holdings I, Inc. (since 2020)

Former Public Directorships:

AK Steel Holding Corporation (2017 - 2020)

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

▪Chair of the Audit Committee of Hamilton Lane Alliance Holdings I, Inc.; former member of the Audit 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 Client Service, PNC Bank Asset Management, from 2003 to 2016. Executive Vice President of the Institutional Investment Group, PNC Asset Management from 1998 to 2003; Director, PNC Private Bank from 1995 to 1998. Since August 2019, Ms. Yocum serves on the board of Glenmede Trust Company, NA, where she is a member of the Audit and Relationship Oversight Committees. Ms. Yocum received her Bachelor of Arts degree in Economics and Political Science from Dickinson College and her Juris Doctor degree from Villanova School of Law.


NAME OF BENEFICIAL OWNER	AMOUNT AND NATURE OF "BENEFICIAL OWNERSHIP" (1)
	BENEFICIAL OWNERSHIP (2)	INVESTMENT POWER		VOTING POWER		PERCENT OF CLASS (3)
		SOLE	SHARED	SOLE	SHARED
Directors
John T. Baldwin	133,727	133,727	—	133,727	—	—
Robert P. Fisher, Jr.	166,432	166,432	—	166,432	—	—
William K. Gerber	116,335	116,335	—	116,335	—	—
Susan M. Green	102,543	102,543	—	102,543	—	—
M. Ann Harlan	64,662	64,662	—	64,662	—	—
Ralph S. Michael, III	130,597	130,597	—	130,597	—	—
Janet L. Miller	62,198	62,198	—	62,198	—	—
Eric M. Rychel	28,830	28,830	—	28,830	—	—
Gabriel Stoliar	217,859	217,859	—	217,859	—	—
Douglas C. Taylor	191,840	191,840	—	191,840	—	—
Arlene M. Yocum	70,144	70,144	—	70,144	—	—
Named Executive Officers
Lourenco Goncalves	3,968,275	3,968,275	—	3,968,275	—	—
Keith A. Koci	98,000	98,000	—	98,000	—	—
Clifford T. Smith	359,785	359,785	—	359,785	—	—
Terry G. Fedor	333,983	333,983	—	306,553	—	—
Maurice D. Harapiak	312,639	312,639	—	287,255	—	—
All Current Directors and Executive Officers as a group (19 Persons)	6,710,282	6,710,282	—	6,657,469	—	1.35
Other Persons
BlackRock Inc. (4) 55 East 52nd Street New York, NY 10055	60,856,942	60,856,942	—	59,935,668	—	12.20
The Vanguard Group, Inc. (5) 100 Vanguard Blvd. Malvern, PA 19355	40,754,661	40,040,010	714,651	—	394,989	8.17
ArcelorMittal (6) 24-26, Boulevard d’Avranches, L-1160 Luxembourg, Grand Duchy of Luxembourg ArcelorMittal North America Holdings LLC 1 South Dearborn Street, 13th Floor Chicago, IL 60603	38,186,671	38,186,671	—	38,186,671	—	7.65
(1)Under the rules of the SEC, “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 and executive officers and filings made with the SEC or furnished to us by any shareholder. (2)Amounts reported in this column include shares subject to options that are currently exercisable or exercisable within 60 days of March 1, 2021, as follows: 437,136 shares for Mr. Goncalves; 27,430 shares for Mr. Smith; 27,430 shares for Mr. Fedor; 25,384 shares for Mr. Harapiak; and 24,154 shares for all other Executive Officers as a group. (3)Less than one percent, except as otherwise indicated. (4)BlackRock Inc. reported its ownership on Amendment No. 5 to Schedule 13G filed with the SEC on January 26, 2021. (5)The Vanguard Group, Inc. reported its ownership on Amendment No. 10 to Schedule 13G filed with the SEC on February 10, 2021. (6)ArcelorMittal reported its ownership on Schedule 13G filed with the SEC on February 25, 2021.

The 2021 Directors Plan authorizes the Governance Committee to continue to provide equity-based compensation in the form of restricted shares, restricted stock units, deferred shares, dividend equivalents and certain other awards denominated or payable in, or otherwise based on, Common Shares or factors that may influence the value of Common Shares. The purpose of the 2021 Directors Plan is to allow for payment to the Cliffs’ nonemployee directors of all or a portion of the compensation earned by them for services as directors in Common Shares or other Common Share-based awards. These Common Share or other Common Share-based payments are intended to further align the interests of such directors with Cliffs’ shareholders and thereby promote our long-term success and growth. In addition, the 2021 Directors Plan is intended to provide directors with opportunities to defer receipt of any or all of such compensation.

If the 2021 Directors Plan is approved, we intend to utilize the shares authorized under the 2021 Directors Plan to continue our practice of incentivizing nonemployee directors through annual equity grants. We currently anticipate that the shares requested in connection with the approval of the 2021 Directors Plan will last for about ##### years, based on our historical grant rates and the approximate current stock price, but could last for a different period of time if actual practice does not match historical rates or our stock price changes materially. As noted in “2021 Directors Plan Highlights” and elsewhere below, our Governance Committee and Board would retain full discretion under the 2021 Directors Plan to determine the number and amount of awards to be granted under the 2021 Directors Plan, subject to the terms of the 2021 Directors Plan, and future benefits that may be received by participants under the 2021 Directors Plan are not determinable at this time.

Minimum Vesting Requirements. Awards granted under the 2021 Directors Plan will vest no earlier than the first anniversary of the applicable grant date, except that the following awards will not be subject to such minimum vesting requirement: (1) awards granted in connection with certain awards that are assumed, converted or substituted in connection with a corporate acquisition or merger transaction as described in the 2021 Directors Plan; (2) cash or Common Shares delivered in lieu of fully vested cash obligations; (3) awards to nonemployee directors that vest on the earlier of the one-year anniversary of the applicable grant date and the next annual meeting of Cliffs shareholders which is at least 50 weeks after the immediately preceding year’s annual meeting of Cliffs shareholders; and (4) any additional awards the Governance Committee may grant, up to a maximum of five percent (5%) of the available share reserve authorized for issuance under the 2021 Directors Plan (subject to adjustment as described in the 2021 Directors Plan). This minimum vesting requirement does not preclude the Governance Committee, in its sole discretion, from providing for continued vesting or accelerated vesting for any award under the 2021 Directors Plan upon certain events, including in connection with or following a participant’s death, disability, or termination of service or a change in control, or exercising its discretionary vesting authority (as described in the 2021 Directors Plan) at any time following the grant of an award.

Grants of restricted shares will be evidenced by an evidence of award containing such terms and provisions, consistent with the 2021 Directors Plan, as the Governance Committee may approve. For purposes of the 2021 Directors Plan, an “evidence of award” is an agreement, certificate, resolution or other type or form of writing or other evidence approved by the Governance Committee that sets forth the terms and conditions of an award granted under the 2021 Directors Plan. An evidence of award may be in an electronic medium, may be limited to a notation on the books and records of Cliffs and, unless otherwise determined by the Governance Committee, need not be signed by a representative of Cliffs or the participant. Any grant or sale of restricted shares will require that any and all dividends or other distributions paid with respect to the restricted shares during the period of restriction will be deferred until, and paid contingent upon, the vesting of the restricted shares.

Deferral Benefits. A participant may elect to defer all or a portion of his or her awards (subject to certain restrictions) by filing a deferral commitment (as described in the 2021 Directors Plan) with the Governance Committee. By filing such a commitment, the applicable award under the 2021 Directors Plan will be automatically converted into a number of deferred shares equal to the number of shares subject to the award that the participant has elected to defer, and will be credited to his or her deferred share account (as described in the 2021 Directors Plan) as of the date on which the award is granted. Until such shares are issued to the participant, he or she will have no voting, dividend, or other ownership rights. Each deferred share account will be credited on each calendar quarter with additional deferred shares equal in value to the amount of any cash dividends paid by us during such quarter on a corresponding number of Common Shares, calculated in accordance with the 2021 Directors Plan.

The dollar amount in the table above represents the value of the aggregate number of restricted shares or deferred shares that are currently expected to be granted to the indicated groups in 2021 in the event that the 2021 Directors Plan is approved by Cliffs shareholders. The number of Common Shares subject to such awards will be determined at the time of such grants. Since inception of the 2014 Nonemployee Directors’ Compensation Plan through March 1, 2021, the following persons have received stock awards for the following numbers of Common Shares under the 2014 Nonemployee Directors’ Compensation Plan (including as amended and restated): (1) ##### Common Shares for Mr. Taylor; ##### Common Shares for Mr. Baldwin; ##### Common Shares for Mr. Fisher; ##### Common Shares for Mr. Gerber; ##### Common Shares for Ms. Green; ##### Common Shares for Ms. Harlan; ##### Common Shares for Mr. Michael; ##### Common Shares for Ms. Miller; ##### Common Shares for Mr. Rychel; ##### Common Shares for Mr. Stoliar; and ##### Common Shares for Ms. Yocum; and (2) ##### Common Shares for our current nonemployee directors as a group. No awards or Common Shares have been received under the 2014 Nonemployee Directors’ Compensation Plan (including as amended and restated) by any of our Named Executive

Restricted Shares. The recipient of restricted shares generally will be subject to tax at ordinary income rates on the fair market value of the restricted shares (reduced by any amount paid by the participant for such restricted shares) at such time as the Common Shares are no longer subject to forfeiture or restrictions on transfer for purposes of Section 83 of the Code (the “Restrictions”). However, a recipient may instead elect under Section 83(b) of the Code within 30 days of the date of transfer of the Common Shares to have taxable ordinary income on the date of transfer of the shares equal to the excess of the fair market value of such Common Shares (determined without regard to the Restrictions) over the purchase price, if any, of such restricted shares. If a Section 83(b) election has not been made, any dividends received with respect to restricted shares that are subject to the Restrictions generally will be treated as compensation that is taxable as ordinary income to the participant.

If the 2021 Employees Plan is approved, we intend to utilize the shares authorized under the 2021 Employees Plan to continue our practice of incentivizing key employees through annual or off-cycle equity grants. We currently anticipate that the shares requested in connection with the approval of the 2021 Employees Plan will last for about ##### years, based on our historical grant rates and the approximate current stock price, but could last for a different period of time if actual practice does not match historical rates or our stock price changes materially. As noted in “2021 Employees Plan Highlights” and elsewhere below, the Compensation Committee would retain full discretion under the 2021 Employees Plan to determine the number and amount of awards to be granted under the 2021 Employees Plan, subject to the terms of the 2021 Employees Plan, and future benefits that may be received by participants under the 2021 Employees Plan are not determinable at this time.

Reasonable 2021 Employees Plan Limits. Generally, awards under the 2021 Employees Plan are limited to 26,000,000 Common Shares, plus the total number of Common Shares remaining available for awards under the 2015 Employees Plan as of the effective date of the 2021 Employees Plan, plus the Common Shares that are subject to awards granted under the 2021 Employees Plan or the Predecessor Plans (the Cliffs Natural Resources Inc. 2012 Incentive Equity Plan and the 2015 Employees Plan, in each case as amended or amended and restated from time to time) that are added (or added back, as applicable) to the aggregate number of Common Shares available under the 2021 Employees Plan pursuant to the share counting rules of the 2021 Employees Plan. This design means that we are essentially “rolling into” the new 2021 Employees Plan the shares that we have remaining under the 2015 Employees Plan. These shares may be shares of original issuance or treasury shares, or a combination of the two.

Share Recycling Provisions. Subject to certain exceptions described in the 2021 Employees Plan, if any award granted under the 2021 Employees Plan (in whole or in part) is cancelled or forfeited, expires, is settled for cash, or is unearned, the Common Shares subject to such award will, to the extent of such cancellation, forfeiture, expiration, cash settlement, or unearned amount, again be available under the 2021 Employees Plan. Additionally, if after the effective date of the 2021 Employees Plan, any Common Shares subject to an award granted under the Predecessor Plans are forfeited, or an award granted under the Predecessor Plans (in whole or in part) is cancelled or forfeited, expires, is settled in cash, or is unearned, the Common Shares subject to such award will, to the extent of such cancellation, forfeiture, expiration, cash settlement, or unearned amount, be available for awards under the 2021 Employees Plan. Notwithstanding anything else in the 2021 Employees Plan, the following share recycling rules apply under the 2021 Employees Plan:

The Committee may from time to time delegate all or any part of its authority under the 2021 Employees Plan to a subcommittee. Any interpretation, construction and determination by the Committee of any provision of the 2021 Employees Plan, or of any agreement, notification or document evidencing the grant of awards under the 2021 Employees Plan, will be final and conclusive. To the extent permitted by applicable law, the Committee may delegate to one or more of its members or to one or more officers, or to one or more agents or advisors of Cliffs, such administrative duties or powers as it deems advisable. In addition, the Committee may by resolution, subject to certain restrictions set forth in the 2021 Employees Plan, authorize one or more officers of Cliffs to (1) designate employees to be recipients of awards under the 2021 Employees Plan, and (2) determine the size of such awards. However, the Committee may not delegate such responsibilities to officers for awards granted to nonemployee directors or certain employees who are subject to the reporting requirements of Section 16 of the Securities Exchange Act of 1934. The Committee is authorized to take appropriate action under the 2021 Employees Plan subject to the express limitations contained in the 2021 Employees Plan.

Any grant of stock options may specify management objectives regarding the vesting of the stock options. Each grant will specify whether the consideration to be paid in satisfaction of the exercise price will be payable: (1) in cash, by check acceptable to Cliffs, or by wire transfer of immediately available funds; (2) by the actual or constructive transfer to Cliffs of Common Shares owned by the participant with a value at the time of exercise that is equal to the total exercise price; (3) subject to any conditions or limitations established by the Committee, by a net exercise arrangement pursuant to which Cliffs will withhold Common Shares otherwise issuable upon exercise of a stock option; (4) by a combination of the foregoing methods; or (5) by such other methods as may be approved by the Committee. To the extent permitted by law, any grant may provide for deferred payment of the exercise price from the proceeds of a sale through a bank or broker of some or all of the shares to which the exercise relates. Stock options granted under the 2021 Employees Plan may not provide for dividends or dividend equivalents.

Other Awards. Subject to applicable law and applicable share limits under the 2021 Employees Plan, the Committee may grant to any participant Common Shares or such other awards (“Other Awards”) that may be denominated or payable in, valued in whole or in part by reference to, or otherwise based on, or related to, Common Shares or factors that may influence the value of such Common Shares, including, without limitation, convertible or exchangeable debt securities, other rights convertible or exchangeable into Common Shares, purchase rights for Common Shares, awards with value and payment contingent upon performance of Cliffs or specified subsidiaries, affiliates or other business units or any other factors designated by the Committee, and awards valued by reference to the book value of the Common Shares or the value of securities of, or the performance of the specified subsidiaries, affiliates or other business units of, Cliffs. The terms and conditions of any such awards will be determined by the Committee. Common Shares delivered under such an award in the nature of a purchase right granted under the 2021 Employees Plan will be purchased for such consideration, paid for at such time, by such methods, and in such forms, including, without limitation, Common Shares, other awards, notes or other property, as the Committee determines.

Change in Control. The 2021 Employees Plan includes a definition of “change in control.” In general, except as may be otherwise prescribed by the Committee in any Evidence of Award, a change of control will be deemed to have occurred if: (1) a person, entity or group becomes the beneficial owner of 35% or more of our then-outstanding Common Shares or the combined voting power of our then-outstanding securities entitled to vote generally in the election of directors, subject to certain exceptions; (2) individuals who, as of the effective date of the 2021 Employees Plan, constituted the Board cease for any reason to constitute at least a majority of the Board, unless their replacements are approved as described in the 2021 Employees Plan (subject to certain exceptions); (3) there is a consummation of a reorganization, merger, statutory share exchange, consolidation or other similar transaction involving Cliffs or its subsidiaries, a sale of substantially all of the assets of Cliffs, or the acquisition of assets or securities of another entity by Cliffs or any of its subsidiaries, resulting in a substantial change in Cliffs’ ownership or leadership, as further described in the 2021 Employees Plan; or (4) Cliffs’ shareholders approve its complete liquidation or dissolution.

Transferability of Awards. Except as otherwise provided by the Committee, and subject to the terms of the 2021 Employees Plan with respect to Section 409A of the Code, no stock option, SAR, restricted share, RSU, performance share, performance unit, cash incentive award, Other Award or dividend equivalents paid with respect to awards made under the 2021 Employees Plan will be transferable by a participant except by will or the laws of descent and distribution. In no event will any such award granted under the 2021 Employees Plan be transferred for value. Except as otherwise determined by the Committee, stock options and SARs will be exercisable during the participant’s lifetime only by him or her or, in the event of the participant’s legal incapacity to do so, by his or her guardian or legal representative acting on behalf of the participant in a fiduciary capacity under state law or court supervision.

Adjustments; Corporate Transactions. The Committee will make or provide for such adjustments in: (1) the number of and kind of Common Shares covered by outstanding stock options, SARs, restricted shares, RSUs, performance shares and performance units granted under the 2021 Employees Plan; (2) if applicable, the number of and kind of Common Shares covered by Other Awards granted pursuant to the 2021 Employees Plan; (3) the exercise price or base price provided in outstanding stock options and SARs, respectively; (4) cash incentive awards; and (5) other award terms, as the Committee in its sole discretion, determines in good faith is equitably required in order to prevent dilution or enlargement of the rights of participants that otherwise would result from (a) any extraordinary cash dividend, stock dividend, stock split, combination of shares, recapitalization or other change in the capital structure of Cliffs; (b) any merger, consolidation, spin-off, spin-out, split-off, split-up, reorganization, partial or complete liquidation or other distribution of assets, issuance of rights or warrants to purchase securities; or (c) any other corporate transaction or event having an effect similar to any of the foregoing.

In the event of any such transaction or event, or in the event of a change in control of Cliffs, the Committee may provide in substitution for any or all outstanding awards under the 2021 Employees Plan such alternative consideration (including cash), if any, as it may in good faith determine to be equitable under the circumstances and will require in connection therewith the surrender of all awards so replaced in a manner that complies with Section 409A of the Code. In addition, for each stock option or SAR with an exercise price or base price, respectively, greater than the consideration offered in connection with any such transaction or event or change in control of Cliffs, the Committee may in its discretion elect to cancel such stock option or SAR without any payment to the person holding such stock option or SAR. The Committee will make or provide for such adjustments to the number of Common Shares available under the 2021 Employees Plan

Detrimental Activity and Recapture. Any Evidence of Award may reference a clawback policy of Cliffs or provide for the cancellation or forfeiture of an award or forfeiture and repayment to us of any gain related to an award, or other provisions intended to have a similar effect, upon such terms and conditions as may be determined by the Committee from time to time, if any participant, either during employment or other service with us or a subsidiary or within a specified period after such employment or service, engages in any detrimental activity, as described in the applicable Evidence of Award or such clawback policy. In addition, any Evidence of Award or such clawback policy may provide for cancellation or forfeiture of an award or the forfeiture and repayment of any Common Shares issued under and/or any other benefit related to an award, or other provisions intended to have a similar effect, including upon such terms and conditions as may be required by the Committee or under Section 10D of the Exchange Act and any applicable rules and regulations promulgated by the Securities and Exchange Commission or any national securities exchange or national securities association on which the Common Shares may be traded.

Grants to Non-U.S. Based Participants. In order to facilitate the making of any grant or combination of grants under the 2021 Employees Plan, the Committee may provide for such special terms for awards to participants as the Committee may consider necessary or appropriate to accommodate differences in local law, tax policy or custom given that participants are expected to be nationals of both the United States and other countries, or to be employed by Cliffs or any subsidiary both within and outside the United States. The Committee may approve such supplements to, or amendments, restatements or alternative versions of, the 2021 Employees Plan (including sub-plans) (to be considered part of the 2021 Employees Plan) as it may consider necessary or appropriate for such purposes, provided that no such special terms, supplements, amendments or restatements will include any provisions that are inconsistent with the terms of the 2021 Employees Plan as then in effect unless the 2021 Employees Plan could have been amended to eliminate such inconsistency without further approval by our shareholders.

Withholding. To the extent Cliffs is required to withhold federal, state, local or foreign taxes or other amounts in connection with any payment made or benefit realized by a participant or other person under the 2021 Employees Plan, and the amounts available to us for such withholding are insufficient, it will be a condition to the receipt of such payment or the realization of such benefit that the participant or such other person make arrangements satisfactory to Cliffs for payment of the balance of such taxes or other amounts required to be withheld, which arrangements, in the discretion of the Committee, may include relinquishment of a portion of such benefit. If a participant’s benefit is to be received in the form of Common Shares, and such participant fails to make arrangements for the payment of taxes or other amounts, then, unless otherwise determined by the Committee, we will withhold Common Shares having a value equal to the amount required to be withheld. When a participant is required to pay Cliffs an amount required to be withheld under applicable income, employment, tax or other laws, the Committee may require the participant to satisfy the obligation, in whole or in part, by having withheld, from the shares required to be delivered to the participant, Common Shares having a value equal to the amount required to be withheld or by delivering to us other Common Shares held by such participant. The Common Shares used for tax or other withholding will be valued at an amount equal to the fair market value of such Common Shares on the date the benefit is to be included in the participant’s income. In no event will the fair market value of the Common Shares to be withheld and delivered pursuant to the 2021 Employees Plan exceed the minimum amount required to be withheld, unless an additional amount can be withheld and not result in adverse accounting consequences, and such additional withholding amount is authorized by the Committee. Participants will also make such arrangements as Cliffs may require for the payment of any withholding tax or other obligation that may arise in connection with the disposition of Common Shares acquired upon the exercise of stock options.

Amendment and Termination of the 2021 Employees Plan. The Board generally may amend the 2021 Employees Plan from time to time in whole or in part. However, if any amendment, for purposes of applicable stock exchange rules (and except as permitted under the adjustment provisions of the 2021 Employees Plan) (1) would materially increase the benefits accruing to participants under the 2021 Employees Plan, (2) would materially increase the number of securities which may be issued under the 2021 Employees Plan, (3) would materially modify the requirements for participation in the 2021 Employees Plan, or (4) must otherwise be approved by our shareholders in order to comply with applicable law or the rules of the NYSE, or, if the Common Shares are not traded on the NYSE, the principal national securities exchange upon which the Common Shares are traded or quoted, all as determined by the Board, then such amendment will be subject to shareholder approval and will not be effective unless and until such approval has been obtained.

Allowances for Conversion Awards and Assumed Plans. Common Shares issued or transferred under awards granted under the 2021 Employees Plan in substitution for or conversion of, or in connection with an assumption of, stock options, SARs, restricted shares, RSUs, or other share or share-based awards held by awardees of an entity engaging in a corporate acquisition or merger transaction with us or any of our subsidiaries will not count against (or be added to) the aggregate share limit or other 2021 Employees Plan limits described above. Additionally, shares available under certain plans that we or our subsidiaries may assume in connection with corporate transactions from another entity may be available for certain awards under the 2021 Employees Plan, under circumstances further described in the 2021 Employees Plan, but will not count against the aggregate share limit or other 2021 Employees Plan limits described above.

Restricted Shares. The recipient of restricted shares generally will be subject to tax at ordinary income rates on the fair market value of the restricted shares (reduced by any amount paid by the recipient for such restricted shares) at such time as the restricted shares are no longer subject to forfeiture or restrictions on transfer for purposes of Section 83 of the Code (“Restrictions”). However, a recipient who so elects under Section 83(b) of the Code within 30 days of the date of transfer of the shares will have taxable ordinary income on the date of transfer of the shares equal to the excess of the fair market value of such shares (determined without regard to the Restrictions) over the purchase price, if any, of such restricted shares. If a Section 83(b) election has not been made, any dividends received with respect to restricted shares that are subject to the Restrictions generally will be treated as compensation that is taxable as ordinary income to the recipient.

Our CD&A and the related compensation tables and narratives cover our NEOs for 2020 and analyze a variety of compensation decisions and actions. The following discussion focuses primarily on compensation actions taken and decisions made during our 2020 fiscal year, but also may contain information regarding compensation actions taken and decisions made both before and after the fiscal year to the extent that such information enhances the understanding of our executive compensation program. The CD&A includes a description of the principles underlying our executive compensation policies and our most important executive compensation decisions for 2020 and provides analysis of these policies and decisions. The discussion gives context for, and should be read together with, the data presented in the compensation tables, the footnotes and narratives to those tables and the related disclosures appearing elsewhere in this proxy statement.

Our first priority was staying focused on keeping employees and customers safe and protecting the interests of our shareholders. Our management team, together with employees across the organization, worked tirelessly during the social and economic dislocation caused by the pandemic to continue to safely manage the business, including successfully closing the acquisition of AK Steel Holding Corporation ("AK Steel") in March 2020 and beginning to integrate AK Steel into our operations. By early October, our stock price on NYSE had rebounded to match early 2020 levels and went on to more than double from that level by the end of 2020. Finally, despite the significant challenges brought on by the pandemic, our management team was able to create an opportunity and structure a transaction whereby we could acquire substantially all of the operations of ArcelorMittal USA LLC ("AM USA"). This transaction, which closed before the end of 2020, solidifies our position as the most important steel supplier for the U.S. auto manufacturing industry as it continues to emerge from the impacts of the COVID-19 pandemic.

2020 was the most transformational year for Cliffs in our 173-year history. The two completed acquisitions shifted our core business from iron ore pellets to steel products and dramatically expanded our revenues, customer base, operational footprint and employee count. We have formed a fully-integrated steel system with the size and scale to achieve improved steelmaking cost performance and enhanced through-the-cycle margins, with substantial synergy potential. This industry consolidation has provided us a competitive advantage by virtue of having stable, consistent iron feedstock for our steel facilities from our iron ore mines; compared to the majority of the steel industry that relies on variable-priced scrap metal for the primary iron input into their electric arc furnaces ("EAFs"). We also completed construction of our $1 billion direct reduction plant in Toledo, Ohio, which is the first of its kind in the Great Lakes region and will further diversify our customer mix.

Although steel and iron ore production have been considered “essential” during the pandemic by the states in which we operate, certain of our facilities and construction activities were temporarily idled during the second quarter of 2020 due primarily to temporarily reduced product demand. Most of these temporarily idled facilities were restarted during the second or third quarter of 2020. We also took a number of steps throughout 2020 to solidify our financial position, including increasing liquidity to comfortably weather the economic slowdown caused by the COVID-19 pandemic, temporarily deferring some of our CEO's compensation by 40%, temporarily deferring other salaries by up to 20%, temporarily deferring certain other salaried employee benefits and temporarily suspending capital expenditures. In addition, in the second quarter, our Board suspended future dividends, which eliminated a cash obligation of approximately $100 million on an annualized basis.

As is our practice, at the Compensation Committee’s direction, we reached out to shareholders to solicit their feedback on our compensation program, as well as our company strategy and performance, corporate governance, sustainability, and other topics. Specifically, we reached out to our top 25 shareholders representing approximately 73% of our outstanding common shares. Seven shareholders, representing approximately 50% of our outstanding common shares, agreed to engage with us, and members of our senior management team, and in certain cases independent directors, met or are scheduled to meet separately with each shareholder that accepted our invitation to engage. We consulted the publicly-available policies of those major shareholders that did not respond or agree to engage with us prior to the filing of this proxy statement to inform our Compensation Committee of such shareholders' views on executive compensation. During our meetings, we provided an open forum to each shareholder to discuss and comment on any aspects of our executive compensation program and relayed this feedback to our Board. These meetings provided the Compensation Committee and our Board with valuable insights into our shareholders’ perspectives on our compensation program and potential improvements to the program, as described below.


WHAT WE HEARD...	HOW WE RESPONDED...

Explain how the Compensation Committee chooses metrics and determines the weightings for those metrics.	ü	We explained how the Compensation Committee chooses metrics and determines the weightings for those metrics listed below beginning on page 47 of this proxy statement. Specifically, we provided context around how the Compensation Committee designs the chosen metrics to align with shareholder interests and enhance shareholder value.

Provide more color on the Compensation Committee’s goal setting process and the rigor of goals.	ü	We provided additional information about the Compensation Committee’s goal setting process below beginning on page 49 of this proxy statement. Specifically, we provided color about how we consider information provided by management, information provided by our independent compensation consultant, as well as other information taken into account by the Compensation Committee.

Provide additional rationale for determining the quantum of pay for the CEO.	ü	We provided additional information about the achievements of our CEO and rationale for the size and structure of his overall compensation below beginning on page 50 of this proxy statement.

•Strategic Initiatives (40%): Qualitative, business plan-driven strategic initiatives are an important part of growing our long-term value. We are the largest producer of iron ore pellets in North America with mines and pellet plants in Michigan and Minnesota. Iron ore pellets are a key raw material used in the production of steel through traditional blast furnace technology. Following the acquisitions of AK Steel and AM USA, we also became the largest flat-rolled steel company in North America. Flat-rolled steel is used primarily in manufacturing, and our customer focus is on the automotive sector. With approximately 40 production and processing facilities following our 2020 acquisitions, our business depends on more than simply meeting financial targets each year. We require our executives to focus on advancing and completing specific projects and initiatives related to our long-term growth and sustainability. Each year the Compensation Committee reviews our strategy and develops related initiatives to determine measures for the annual incentive compensation program. For 2020, the Compensation Committee set the weighting of strategic initiatives at 40% of the annual incentive in order to emphasize the importance of these metrics and determined that management should be focused on the following strategic initiatives:

•Safety Scorecard (10%): We own and operate an expanding footprint of mines and manufacturing facilities as part of our business. The health and safety of our employees is 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 chose to integrate a health and safety scorecard (the "Safety Scorecard") into the annual incentive program to keep management focused on ensuring the safety and well-being of our employees. The Safety Scorecard measures specific criteria and assigns points regarding incident rates, proactive initiatives, and sustaining safety performance and permission to operate (which incorporates safety and industrial hygiene) at all Cliffs operations. The acquired AK Steel and AM USA operations were not included in the 2020 Safety Scorecard as it was established by the Compensation Committee prior to the completion of the acquisitions later in 2020. The Safety Scorecard measures five leading indicators: Total Recordable Incident Rate, Lost Time Injury Rate, Lost Time Incidents, Lost Days Severity Rate, and Lost Days. The Compensation Committee wanted to ensure that the Safety Scorecard was a part of the annual

•Adjusted EBITDA (50%): When setting the Adjusted EBITDA target for 2020, the Compensation Committee considered our profitability drivers, most notably average selling prices, cash costs and sales volumes, as well as expected commodity prices, including those for iron ore, domestic hot-rolled coil steel and pellet premiums. These factors were rigorously discussed, debated, and agreed upon by the Compensation Committee before setting the final target. After reviewing this information, the Compensation Committee chose to maintain a target of $500 million (the same target as 2019). Due to the negative impact of the COVID-19 pandemic on our business, we reported 2020 Adjusted EBITDA of $353 million. The result fell below the threshold level for payout of this metric, so this metric paid out at zero for 2020. The rigor of our consistent Adjusted EBITDA goals under the annual incentive program has proven appropriate over time, with balanced achievement over the past three years of maximum achievement in 2018, between target and maximum achievement in 2019 and below threshold achievement in 2020. Despite past years’ criticism, as demonstrated for 2020, our Adjusted EBITDA goals do not always lead to near maximum payouts for this short-term incentive metric.

•Strategic Initiatives (40%): In 2020, our management team had to manage unpredictable situations, including the pandemic, conservation of cash, adjustment of efforts regarding the HBI Project, closing the AK Steel transaction and integrating AK Steel in an uncertain climate, and identifying and closing the AM USA transaction before year-end. Instead of the Compensation Committee having to take action either mid-year or after year-end to consider modifications or supplemental discretion in determining pay for performance for the management team under the annual incentive program, the strategic initiatives design allowed for a seamless evaluation of the management team’s actual performance and rewards tied directly to their achievement. The Compensation Committee values strategic initiatives because they are generally geared toward the long-term health and success of the Company, which cannot be captured in short-term quantitative metrics, and evaluates their achievement rigorously.

•Relative TSR: Our design in 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, specifically because we have outperformed with our returns to investors. For each of the most recent cycles of these performance awards, our management team has been rewarded near maximum payouts on their performance awards specifically because our investors have experienced top quartile relative TSR for those periods. Given that this goal has not been problematic, the Compensation Committee does not see a need to make adjustments to the goal at this time. In addition, in response to feedback from certain of our shareholders, the Compensation Committee considered whether to cap the potential payout under this metric in the event of negative absolute TSR performance but ultimately decided not to implement this limitation due to the highly cyclical nature of our industry and the focus on outperforming our peers.

PAY ELEMENT

CEO (MR. GONCALVES)

OTHER NEOs

COMMENTS

FIXED

SHORT-TERM

BASE SALARY

January 1, 2020 - Merit increase to $1,433,000 (3%) March 13, 2020 - Pay increase to $1,900,000 (32.6%)

January 1, 2020 - Merit increase averaged 3% March 13, 2020 - Pay increase averaged 25%

Individual officers’ pay increases reflect a greater range, scope and complexity of each NEO's role after the AK Steel acquisition

SHORT-TERM

FIXED

VARIABLE

2020 ANNUAL INCENTIVE PROGRAM - EMPI

EMPI target: 200% of base salary

EMPI target: 120% of base salary for Mr. Smith; 100% for other NEOs

EMPI award is based on: 50% Adjusted EBITDA, 40% strategic initiatives and 10% safety achievement

VARIABLE

Earned award paid at 100% of target

Earned award paid to other NEOs was 100% of individual target awards

Actual incentive payouts can range from 0% to 200% of target award opportunities based on the achievement of Company performance

LONG-TERM

2020 LONG-TERM INCENTIVE PROGRAM ANNUAL GRANT

LTI target:

400% of base salary

LTI target:

250% of base salary for Mr. Smith; 175% for other NEOs

Long-Term Performance Cash and Performance Shares

Performance cash represents 34% and performance shares represent 33% of the annual grant

Performance cash and shares are earned based on achieving relative TSR compared to comparator companies’ returns in the metals and mining industry over a three-year period. The actual total payout for the award can range from 0% to 200% of the original grant.

Restricted Stock Units

Restricted stock units represent 33% of the annual grant

Restricted stock units are retention-based and vest based upon continued
employment with Cliffs on December 31, 2022


WHAT WE DO...

ü			Set incentive award metrics that are objective and tie to Company performance
ü			Provide a considerable proportion of NEO compensation in the form of performance-based compensation
ü			Include caps on individual payouts in incentive plans
ü			Use double-trigger vesting in connection with a change in control with respect to our long-term equity awards
ü			Maintain an incentive compensation clawback policy
ü			Set significant share ownership guidelines for our NEOs
ü			Regular engagement with shareholders to discuss governance and executive compensation
ü			Conduct an annual Say-on-Pay advisory vote
ü			Conduct annual compensation-related risk reviews
ü			Maintain an insider trading policy that prohibits any officer from hedging or pledging Cliffs securities
ü			Retain an independent executive compensation consultant to advise the Compensation Committee, which is composed entirely of independent directors
WHAT WE DON'T DO...

X			No highly leveraged incentive plans that encourage excessive risk taking
X			No employment agreements for executive officers
X			No repricing or backdating of stock options
X			No tax "gross-ups" on change in control payments related to excise taxes and cash paid in lieu of health and welfare benefits
X			No service credits for prior employment related to the Supplemental Executive Retirement Plan (the "SERP") benefit for all future hires

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

▪Executive Management

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

ADDRESS MARKET TRENDS

▪Compensation Committee

▪Executive Management

Developing a strategy to respond to trends in line with our business goals and provide evidence to inform decision making

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 interest of executives are aligned with shareholders

Ongoing

The Compensation Committee initially engaged Pearl Meyer as its independent executive compensation consultant in 2014 and reviews the engagement on an annual basis. The executive compensation consultant reported directly to the Compensation Committee on all work assignments from the Compensation Committee. The Compensation Committee retained the executive compensation consultant directly, although in carrying out its assignments, the executive compensation consultant also interacted with management when necessary and appropriate. Specifically, members of management interacted with the executive compensation consultant to provide compensation and performance data for individual executives and the Company. In addition, the executive compensation consultant, in its discretion, sought 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 needed to be gathered, or identify other issues.

2020 EMPI Plan Target Setting and 2020 Results. Performance targets and ranges under the EMPI Plan were established and approved by the Compensation Committee in the first quarter of 2020, taking into consideration management's financial and strategic plans for the current year. Both performance elements other than the strategic initiatives 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 metrics for 2020 so that the relative difficulty of achieving the target level is 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.


2020 EMPI Plan

EMPI PLAN PERFORMANCE METRIC	THRESHOLD 50%	TARGET 100%	MAXIMUM 200%	WEIGHTING (%)	2020 ACTUAL	2020 FUNDING (%)
Adjusted EBITDA (USD $ in millions)	$400	$500	$600	50.0	$353.0	—
Safety Scorecard	150-174	175-249	250+	10.0	283.61	20.00
Strategic Initiatives:	----	----	----	40.0	----	80.00
•HBI Project – Complete Hot Commissioning by the end of the second quarter of 2020
•AK Steel Acquisition – Complete the transaction by the end of the first quarter of 2020
•AK Steel Integration - Operations, Finance, and Human Resources
•Development of Corporate Plan
•Other initiatives the Compensation Committee deemed significant to advance the Company
•In September 2020, we entered into a definitive agreement to acquire AM USA. Upon closure of the transaction, we became the largest flat rolled steel producer and iron ore pellet producer in North America. This was the Compensation Committee's primary consideration for 2020 in terms of other initiatives that advanced the Company
			Total	100.0		100.00

The Compensation Committee continued to utilize Adjusted EBITDA as a performance metric. The Compensation Committee believes that Adjusted EBITDA is the proper financial metric to assess the Company's operating performance, as it also provides the most accurate measure of ongoing core operating results and to evaluate comparative results period over period. Cliffs reported 2020 Adjusted EBITDA of $353.0 million. When setting the Adjusted EBITDA target, the Compensation Committee considered the Company’s profitability drivers, most notably its average selling prices, cash costs, and sales volumes, as well as expected commodity prices, including those for iron ore, domestic hot-rolled coil steel, and pellet premiums. These factors were rigorously discussed, debated, and agreed upon by the Compensation Committee before setting the final target. See the Annex for an explanation of our non-GAAP financial measures.


HBI PROJECT - COMPLETE HOT COMMISSIONING BY THE END OF THE SECOND QUARTER OF 2020

üü			Goal of Initiative: To commission the Toledo direct reduction facility (HBI Project) in the second quarter of 2020. Importance of Initiative: The completion of our HBI Project provides an alternative outlet for our customized iron ore pellets and enables us to diversify our clientele by serving new customers in the growing EAF market with high-quality metallics. The HBI Project also represents a significant investment in our commitment to sustainability and reducing GHG emissions. In addition, by providing a domestic source of iron feedstock, we are displacing foreign-sourced pig iron, thereby reducing the higher GHG emissions associated with this pig iron production and transportation. Result: Due to the COVID-19 pandemic, in March 2020 we temporarily shut down construction activities at the HBI Project. Yet despite the ongoing challenges presented by the pandemic, we were able to safely restart construction in June 2020 and complete construction, cold and hot commissioning activities, and begin production during the fourth quarter of 2020.
AK STEEL ACQUISITION - COMPLETE THE TRANSACTION BY THE END OF THE FIRST QUARTER OF 2020

üü			Goal of Initiative: Close the acquisition in the first quarter of 2020. Importance of Initiative: The acquisition and successful integration of AK Steel was the first part of our transformation into the largest flat rolled steel producer in the United States, creating a vertically integrated producer of value-added iron ore and steel products, strongly positioned to provide high-value iron ore and steel solutions to customers primarily across North America and drive long-term growth. Result: We closed the AK Steel acquisition in March 2020, at the start of the COVID-19 pandemic in the U.S. The consummation of the transaction early in the year allowed shareholders to participate in substantial upside when the automotive industry, which is a principal end market for AK Steel's products, began to rebound after the second quarter.
AK STEEL INTEGRATION - OPERATIONS, FINANCE AND HUMAN RESOURCES

			** DEVELOPMENT OF CORPORATE PLAN
üü			Goal of Initiative: To seamlessly integrate AK Steel as efficiently and effectively as possible, while continuing to protect the safety and health of our employees and customers in the communities we serve. Importance of Initiative: Given the severe disruptions driven by pandemic fears and market dislocation, ensuring AK Steel was quickly, safely and effectively integrated into the business so we could capture operational synergies and preserve the accretive nature of the transaction for our shareholders was a critical business imperative. Result: By the end of 2020, we successfully consolidated corporate functions, reducing duplicative overhead costs, and recognized procurement and energy cost savings, as well as operational and supply chain efficiencies. The result was an identification of $160 million in synergy initiatives, exceeding our initial annual cost synergy savings expectation of $120 million.
OTHER INITIATIVES THE COMPENSATION COMMITTEE DEEMED SIGNIFICANT TO ADVANCE THE COMPANY

üü			Goal of Initiative: The Compensation Committee recognizes the dynamic nature of the Company’s business model. As we responded to the unexpected challenges posed by the COVID-19 pandemic throughout 2020, we maintained our focus on completing the HBI Project and integrating AK Steel. At the same time, we took decisive steps to preserve our liquidity during a period when we were not able to ship steel to all our clients, and particularly to our main end market, the automotive industry. In the face of these adverse conditions, our resilient business model and focused management team led our Company through a dramatic rebound during the second half of the year, culminating in executing on a strategic opportunity to further transform our business by acquiring AM USA. Importance of Initiative: Management's extraordinary efforts in completing an acquisition during a pandemic, navigating a volatile steel industry and customer landscape, and pivoting to a second transformational acquisition during 2020 was critical to positioning the Company for continued growth and increased stability going forward. Result: Our management team not only integrated our acquisition of AK Steel, managed our liquidity during a period of tremendous uncertainty, but also closed our acquisition of AM USA before year end and did so while keeping our employees safe.

In 2020, our management team not only successfully navigated through the pandemic, but also used the changing landscape as an opportunity to transform and improve our business for the long term. In less than a one-year period, our management team led our transformation from effectively a regional iron ore miner into the largest flat-rolled steel producer in North America. From the beginning to the end of 2020, we went from approximately 2,000 employees to approximately 25,000 employees, and went from annual revenues of approximately $2 billion to pro-forma annual revenues of approximately $17 billion. This was accomplished through the acquisitions of AK Steel and AM USA, both of which were completed during the year. As these companies were our previous two largest customers, the acquisitions improved the long-term competitiveness of all three entities by combining them and creating one stronger vertically-integrated business.

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 at or 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.

2020 – 2022 Performance Cash Incentive Awards, Performance Share Awards and Restricted Stock Unit Grants. On February 18, 2020, the Compensation Committee approved target performance cash incentive awards, performance share awards and restricted stock unit awards under the A&R 2015 Equity Plan for our NEOs, with a grant date of March 13, 2020. 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 ($7.17 for grants made in March 2020). 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 the grant. The following amounts of performance cash incentive awards, performance share awards and restricted stock units granted at the closing share price of $4.87 per share on March 13, 2020, the date of grant, were awarded to our NEOs for the 2020 – 2022 period:

The Compensation Committee believes change in control severance agreements that support the goals of attracting and retaining highly talented individuals by clarifying the terms of employment and reducing the risks to the NEO in situations where the NEO believes, for example, that we 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 that each of our NEOs would likely be aware of or involved in any such negotiation and 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 level of benefits under these agreements was determined consistent with market practices at the time that the agreements were established. The agreements generally provide for the following change in control terms:

Section 162(m) of the Internal Revenue Code of 1986, as amended (the "Code"), generally disallows a federal income tax deduction to public companies like Cliffs for compensation in excess of $1 million paid to certain current and former executive officers. Historically, compensation that qualifies as “performance-based compensation” under Section 162(m) of the Code could be excluded from this $1 million limit, but this exception has now been repealed, effective for taxable years beginning after December 31, 2017, unless certain transition relief for certain compensation arrangements in place as of November 2, 2017 is available. While awards granted for 2020 under our EMPI Plan and our equity plans were not structured to qualify as “performance-based compensation” for purposes of Section 162(m) of the Code, certain grants of cash- or equity-based awards under our equity plans in prior years were intended to potentially qualify as “performance-based compensation” for purposes of Section 162(m) of the Code under certain circumstances. The Compensation Committee did not consider in any substantial way any specific quantification of potential lost deductibility when making its 2020 compensation decisions. In turn, the Compensation Committee retains the flexibility to award compensation that is consistent with our objectives and philosophy even if it does not qualify for a tax deduction. The Compensation Committee believes that the tax deduction limitation should not be permitted to compromise our ability to design and maintain executive compensation arrangements that will attract and retain the executive talent to compete successfully. Accordingly, achieving the desired flexibility in the design and delivery of compensation may result in compensation that in certain cases is not deductible for federal income tax purposes, and it is possible that awards intended in prior years to potentially qualify as “performance-based compensation” may not so qualify or may not be deductible.

In 2020, Pearl Meyer reviewed existing policies and plan design features within the framework of employee compensation plans in which employees (including the NEOs) participate in order to identify whether these arrangements had any design features that might encourage unnecessary and excessive risk taking that would have a material adverse effect on Cliffs. Pearl Meyer analyzed a series of risk factors and concluded that the risk mitigation features in our compensation policies and plans, including pay mix (variable versus fixed and short-term versus long-term), multi-year performance periods, incentive compensation clawbacks and Share Ownership Guidelines, provide adequate safeguards to either prevent or discourage excessive risk taking. Pearl Meyer found that Cliffs' compensation programs for our NEOs and our employees are appropriately positioned at the low end of the risk spectrum and have identified no compensation-related risks likely to cause a material adverse outcome to the Company. The Compensation Committee received the report summarizing the work of Pearl Meyer and concurs with Pearl Meyer's conclusion.


NAME AND PRINCIPAL POSITION (a)	YEAR (b)	SALARY ($) (1)(2) (c)	BONUS ($) (3)(d)	STOCK AWARDS ($) (4) (e)	OPTION AWARDS ($)(f)	NON-EQUITY INCENTIVE PLAN COMPENSATION ($) (1)(5) (g)	CHANGE IN PENSION VALUE AND NONQUALIFIED DEFERRED COMPENSATION EARNINGS ($) (6) (h)	ALL OTHER COMPENSATION ($) (7) (i)	TOTAL ($) (j)
Lourenco Goncalves Chairman, President and CEO	2020	1,810,016	3,800,000	4,127,534	—	7,472,000	684,898	616,957	18,511,405
	2019	1,391,000	—	5,891,147	—	7,367,984	1,160,027	255,931	16,066,089
	2018	1,350,000	—	4,776,554	—	8,280,000	340,021	697,352	15,443,927
Keith A. Koci EVP, CFO	2020	489,006	500,000	543,095	—	500,000	165,500	28,110	2,225,711
	2019	378,413	—	787,478	—	611,517	—	224,843	2,002,251
	2018	—	—	—	—	—	—	—	—
Clifford T. Smith EVP, COO	2020	706,218	900,000	1,018,304	—	1,406,940	234,200	65,180	4,330,842
	2019	511,000	—	1,352,622	—	1,392,921	419,300	38,881	3,714,724
	2018	426,000	—	659,422	—	1,275,466	—	31,455	2,392,343
Terry G. Fedor EVP, COO, Steel Mills	2020	531,699	550,000	597,410	—	1,056,940	220,600	208,629	3,165,278
	2019	439,000	—	813,422	—	1,110,020	354,600	32,737	2,749,779
	2018	426,000	—	659,422	—	1,275,466	8,600	36,442	2,405,930
Maurice D. Harapiak EVP, HR & Chief Administration Officer	2020	531,699	550,000	597,410	—	1,056,940	163,269	59,305	2,958,623
	2019	439,000	—	813,422	—	1,096,592	249,282	39,489	2,637,785
	2018	426,000	—	659,422	—	1,243,866	41,772	40,680	2,411,740
(1) 2020 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 2020 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 2020:

(4) The 2020 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 2020. For performance shares granted during 2020, 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, Koci, Smith, Fedor and Harapiak would have been $4,848,103, $637,907, $1,196,076, $701,704, and $701,704 respectively. For additional information, refer to Note 11 in our Annual Report on Form 10-K for the year ended December 31, 2020. These types of awards are discussed in further detail in “Compensation Discussion and Analysis–Analysis of 2020 Compensation Decisions", under the sub-headings “2020–2022 Performance Cash Incentive Awards, Performance Share Awards, and Restricted Stock Unit Grants”.


	PAID PARKING ($)	FITNESS REIMBURSE- MENT PROGRAM ($)	EXECUTIVE PHYSICALS ($)	FINANCIAL SERVICES ($)	401(k) SAVINGS PLAN MATCHING CONTRIBUTIONS ($)	NQDC PLAN MATCHING CONTRIBUTIONS ($)	DIVIDENDS($)	OTHER ($)		TOTAL ($)
Goncalves	4,200	—	—	9,725	11,400	17,260	480,225	94,147	(a)	616,957
Koci	4,200	—	—	4,350	11,400	8,160	—	—		28,110
Smith	4,200	300	—	11,440	11,400	16,849	20,991	—		65,180
Fedor	4,200	—	2,145	11,440	11,400	9,798	20,991	148,655	(b)	208,629
Harapiak	4,200	600	—	12,955	11,400	9,868	20,282	—		59,305
(a) Other compensation for Mr. Goncalves reflects the aggregate incremental cost of commuter and travel expenses, including the cost of personal use of the leased corporate aircraft ($92,383) and ground transportation ($1,764) in 2020. We have estimated our aggregate incremental cost of personal use of the leased 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.
(b) Other compensation for Mr. Fedor reflect his relocation and temporary housing ($148,655).


		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	2/18/2020	1,900,000	3,800,000	7,600,000	—	—	—	—	—
	LTI Program - Performance Cash	3/13/2020	1,292,000	2,584,000	5,168,000	—	—	—	—	—
	LTI Program - Performance Shares	3/13/2020	—	—	—	174,896	349,791	699,582	—	2,424,052
	LTI Program - RSU	3/13/2020	—	—	—	—	—	—	349,791	1,703,482
Koci	Annual Incentive Program	2/18/2020	250,000	500,000	1,000,000	—	—	—	—	—
	LTI Program - Performance Cash	3/13/2020	170,000	340,000	680,000	—	—	—	—	—
	LTI Program - Performance Shares	3/13/2020	—	—	—	23,013	46,025	92,050	—	318,953
	LTI Program - RSU	3/13/2020	—	—	—	—	—	—	46,025	224,142
Smith	Annual Incentive Program	2/18/2020	450,000	900,000	1,800,000	—	—	—	—	—
	LTI Program - Performance Cash	3/13/2020	318,750	637,500	1,275,000	—	—	—	—	—
	LTI Program - Performance Shares	3/13/2020	—	—	—	43,149	86,297	172,594	—	598,038
	LTI Program - RSU	3/13/2020	—	—	—	—	—	—	86,297	420,266
Fedor	Annual Incentive Program	2/18/2020	275,000	550,000	1,100,000	—	—	—	—	—
	LTI Program - Performance Cash	3/13/2020	187,000	374,000	748,000	—	—	—	—	—
	LTI Program - Performance Shares	3/13/2020	—	—	—	25,314	50,628	101,256	—	350,852
	LTI Program - RSU	3/13/2020	—	—	—	—	—	—	50,628	246,558
Harapiak	Annual Incentive Program	2/18/2020	275,000	550,000	1,100,000	—	—	—	—	—
	LTI Program - Performance Cash	3/13/2020	187,000	374,000	748,000	—	—	—	—	—
	LTI Program - Performance Shares	3/13/2020	—	—	—	25,314	50,628	101,256	—	350,852
	LTI Program - RSU	3/13/2020	—	—	—	—	—	—	50,628	246,558
(1) Reflects the Company's annual incentive program and a long-term incentive program component for 2020. 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 long-term incentive program. The amounts in column (g) reflect the threshold payout level of the 2020 – 2022 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.


		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	2020 LTI Program	—	—	—	—	349,791	(1)	5,092,957	699,582	(2)	10,185,914
	2019 LTI Program	—	—	—	—	199,362	(3)	2,902,711	398,724	(4)	5,805,421
	2015 LTI Program	187,136	—	7.70	1/12/2025	—		—	—		—
	2014 New Hire	250,000	—	13.83	11/17/2021	—		—	—		—
Koci	2020 LTI Program	—	—	—	—	46,025	(1)	670,124	92,050	(2)	1,340,248
	2019 LTI Program	—	—	—	—	26,649	(3)	388,009	53,298	(4)	776,019
Smith	2020 LTI Program	—	—	—	—	86,297	(1)	1,256,484	172,594	(2)	2,512,969
	2019 LTI Program	—	—	—	—	45,774	(3)	666,469	91,548	(4)	1,332,939
	2015 LTI Program	27,430	—	7.70	1/12/2025	—		—	—		—
Fedor	2020 LTI Program	—	—	—	—	50,628	(1)	737,144	101,256	(2)	1,474,287
	2019 LTI Program	—	—	—	—	27,527	(3)	400,793	55,054	(4)	801,586
	2015 LTI Program	27,430	—	7.70	1/12/2025	—		—	—		—
Harapiak	2020 LTI Program	—	—	—	—	50,628	(1)	737,144	101,256	(2)	1,474,287
	2019 LTI Program	—	—	—	—	27,527	(3)	400,793	55,054	(4)	801,586
	2015 LTI Program	25,384	—	7.70	1/12/2025	—		—	—		—
(1)Represents restricted stock units granted on March 13, 2020. The restricted stock units vest in full on December 31, 2022, subject to continued employment. (2)Represents performance shares for the 2020 – 2022 performance period granted on March 13, 2020. These shares are shown based on achievement of maximum performance and will vest on December 31, 2022, subject to the achievement of specified performance metrics and continued employment through December 31, 2022. (3)Represents restricted stock units granted on February 19, 2019. The restricted stock units vest in full on December 31, 2021, subject to continued employment. (4)Represents performance shares for the 2019 – 2021 performance period granted on February 19, 2019. These shares are shown based on achievement of maximum performance and will vest on December 31, 2021, subject to the achievement of specified performance metrics and continued employment through December 31, 2021.


	STOCK AWARDS
NAME (a)	AWARD TYPE (b)	NUMBER OF SHARES ACQUIRED ON VESTING (#) (c)		VALUE REALIZED ON VESTING ($) (d)
Goncalves	2018 LTI Program - Performance Shares	490,910	(1)	7,147,650
	2018 LTI Program - RSU	245,455	(2)	3,573,825
Koci	2018 LTI Program	—		—
Smith	2018 LTI Program - Performance Shares	67,772	(1)	986,760
	2018 LTI Program - RSU	33,886	(2)	493,380
Fedor	2018 LTI Program - Performance Shares	67,772	(1)	986,760
	2018 LTI Program - RSU	33,886	(2)	493,380
Harapiak	2018 LTI Program - Performance Shares	67,772	(1)	986,760
	2018 LTI Program - RSU	33,886	(2)	493,380
(1)Represents an award of performance shares granted during 2018 for the 2018 - 2020 performance period. The performance shares vested in full on December 31, 2020. The value realized was determined based on the closing price of our common shares on December 31, 2020 of $14.56. The performance shares paid out at 200.0% of the award based on the performance criteria. (2)Represents an award of restricted stock units granted during 2018 for the 2018 - 2020 period. The restricted stock units vested in full on December 31, 2020. The value realized was determined based on the closing price of our common shares on December 31, 2020 of $14.56.


NAME (a)	PLAN NAME (b)	EXECUTIVE CONTRIBUTIONS IN LAST FY ($) (1) (c)	REGISTRANT CONTRIBUTION IN LAST FY ($) (2) (d)	AGGREGATE EARNINGS IN LAST FY ($) (3)(e)	AGGREGATE WITHDRAWALS / DISTRIBUTIONS ($) (4) (f)	AGGREGATE BALANCE AT LAST FYE ($) (5) (g)
Goncalves	NQDC Plan	—	17,260	3,305	—	113,328
Koci	NQDC Plan	91,728	8,160	2,251	—	133,402
Smith	NQDC Plan	—	16,849	1,058	—	76,819
Fedor	NQDC Plan	—	9,798	1,555	—	58,443
Harapiak	NQDC Plan	—	9,868	1,103	—	41,242
(1)The amount disclosed in column (c) is also included in the “Salary” or “Non-Equity Incentive Plan Compensation” columns in the 2020 Summary Compensation Table, as applicable. (2)The amounts shown in column (d) consist of Cliffs' matching contributions disclosed in the “All Other Compensation” column in the 2020 Summary Compensation Table. (3)The amounts shown in column (e) under the NQDC Plan include above-market earnings, dividends and interest disclosed in the “Change in Pension Value and Nonqualified Deferred Compensation Earnings” column in the 2020 Summary Compensation Table. (4)The amounts shown in column (f) reflect any withdrawals and/or distribution. (5)The aggregate balance for the NQDC Plan in column (g) includes compensation earned in prior years that previously was reported in prior Summary Compensation Tables as follows:

To identify the Median Employee, we used December 1, 2020 as our determination date (the “Determination Date”). We moved our Determination Date from December 31 to December 1 because of the AM USA acquisition closing after December 1, 2020. As of the Determination Date, the employee population used for purposes of identifying the Median Employee consisted of 10,203 employees (excluding the CEO). Of that amount, 9,227 were U.S. employees, 920 were Canada employees, and 56 were Europe employees (approximately 0.5% of our employees). As permitted by the SEC rules, we excluded all 56 Europe employees located in 6 countries and comprising all of the employees in those countries as follows: The Netherlands (22); Germany (10); Italy (14); Spain (2); France (6) and the United Kingdom (2). The consistently applied compensation measure used to identify the Median Employee was the annualized pay rate for 2020 from January 1, 2020 and ending on December 31, 2020. In determining the Median Employee, we annualized certain compensation amounts but avoided creating full-time equivalencies in line with applicable rules and requirements, based on reasonable assumptions and estimates relating to our employee compensation programs.


	2020		2019
Audit Fees (1)	$	6,937.5	$	2,352.2
Audit-Related Fees (2)	956.0		125.0
Tax Fees (3)	1,256.0		12.5
All Other Fees	2.1		2.1
TOTAL	$	9,151.6	$	2,491.8

(1) Audit fees consist of fees billed, or to be billed, for professional services rendered for the audit of our annual consolidated financial statements and internal control over financial reporting as of and for the years ended December 31, 2020 and 2019; and reviews of our interim financial statements included in quarterly reports and services normally provided by our independent registered public accounting firm in connection with statutory filings.
(2) Audit-related fees consist of fees billed, or to be billed, related to agreed-upon procedures and services normally provided by our independent registered public accounting firm in connection with regulatory filings.
(3) Tax fees consist of fees billed, or to be billed, related to tax consulting services.

The Audit Committee’s policy is to pre-approve all audit and non-audit services provided by our independent registered public accounting firm. These services may include audit services, audit-related services, tax services and other services. Pre-approval generally is provided for up to one year, and any pre-approval is detailed as to the particular service or category of services and generally is subject to a specific budget. The Audit Committee has delegated pre-approval authority to the Audit Committee Chair, or any Audit Committee member in his absence, when services are required on an expedited basis, with such pre-approval disclosed to the full Audit Committee at its next scheduled meeting. None of the fees paid to the independent registered public accounting firm under the categories “Audit Fees” and “Audit-Related Fees” described above were approved by the Audit Committee after services were rendered pursuant to the de minimis exception established by the SEC.

(c)Minimum Vesting Requirement. Notwithstanding any other provision of this Plan (outside of this Section 3(c)) to the contrary, awards granted under this Plan shall vest no earlier than the first anniversary of the applicable Date of Grant; provided, that the following awards shall not be subject to the foregoing minimum vesting requirement: any (i) awards granted in connection with awards that are assumed, converted or substituted pursuant to Section 21 of this Plan; (ii) cash or Common Shares delivered in lieu of fully vested cash obligations; (iii) awards that vest on the earlier of the one-year anniversary of the applicable Date of Grant and the next annual meeting of the Company’s shareholders which is at least 50 weeks after the immediately preceding year’s annual meeting of the Company’s shareholders; and (iv) any additional awards the Committee may grant, up to a maximum of five percent (5%) of the available Common Share reserve authorized for issuance under this Plan pursuant to Section 3(a)(i) (subject to adjustment under Section 12). Nothing in this Section 3(c) or otherwise in this Plan, however, shall preclude the Committee, in is sole discretion, from (x) providing for continued vesting or accelerated vesting for any award under this Plan upon certain events, including in connection with or following a Participant’s death, disability, or Termination of Service or a Change in Control, or (y) exercising its authority under Section 17 at any time following the grant of an award.

(a)Subject to applicable law and the applicable limits set forth in Section 3 of this Plan, the Committee may authorize the grant to any Participant of Common Shares or such other awards that may be denominated or payable in, valued in whole or in part by reference to, or otherwise based on, or related to, Common Shares or factors that may influence the value of such Common Shares, including, without limitation, convertible or exchangeable debt securities, other rights convertible or exchangeable into Common Shares, purchase rights for Common Shares, awards with value and payment contingent upon any other factors designated by the Committee, and awards valued by reference to the book value of the Common Shares or the value of securities of the Company. The Committee will determine the terms and conditions of such awards. Common Shares delivered pursuant to an award in the nature of a purchase right granted under this Section 6 will be purchased for such consideration, paid for at such time, by such methods, and in such forms, including, without limitation, Common Shares, other awards, notes or other property, as the Committee determines.

(c)Form of Payment Election. A Participant may elect to receive the Deferred Shares credited to his or her Deferred Share Account to which he or she is entitled under the terms of this Plan in a number of substantially equal annual installments, not to exceed three, at the time specified in Section 9(c) in the event that the Settlement Date is the Participant's Termination of Service (a "Payment Election"). Any such Payment Election must be made in the Deferral Commitment pursuant to which the Deferred Shares were deferred by the applicable Election Filing Date and in accordance with the other requirements applicable to Deferral Commitments in Section 7(a). If a Payment Election is not made in the applicable Deferral Commitment or in the event that the Settlement Date is not the Participant's Termination of Service, the applicable Deferred Shares credited to his or her Deferred Share Account to which he or she is entitled under the terms of this Plan will be paid to the Participant (or his or her Beneficiary in the event of the Participant's death) in a lump sum at the time specified in Section 9(c).

(c)Time and Form of Distribution. If a Participant has made a Payment Election pursuant to Section 7(c), in the event the Participant’s Settlement Date is a Termination of Service, the Company shall distribute or cause to be distributed to the Participant, a number of Common Shares equal to the number of Vested Deferred Shares in the Participant’s Deferred Share Account in the number of substantially equal annual installments elected in the Participant’s applicable Deferral Commitment commencing 30 days after the end of the Accounting Period in which the Settlement Date occurs and continuing on each anniversary of such payment date thereafter until all such installments have been paid. If a Participant has not made a Payment Election or in the event the Participant’s Settlement Date is not a Termination of Service, the Company shall distribute or cause to be distributed to the Participant (or his or her Beneficiary in the event of the Participant’s death) a number of Common Shares equal to the number of Vested Deferred Shares in the Participant’s Deferred Share Account in a single distribution 30 days after the end of the Accounting Period in which the Participant’s Settlement Date occurs. A Participant's Vested Deferred Shares may, at the discretion of the Committee, be paid in cash in lieu of Common Shares at the times otherwise specified by this Section 9(c) for the payment of Vested Deferred Shares. If the Vested Deferred Shares are paid in cash in lieu of Common Shares, the Company shall pay to the Participant (or his or her Beneficiary in the event of the Participant's death) a cash amount equal to the Fair Market Value of a Common Share as of the Accounting Date immediately preceding the payment date for each Vested Deferred Share that is scheduled to be distributed on such payment date. This Section 9(c) shall be subject to the requirements of Section 16(d).

(d)Beneficiary Designation. As used in this Plan the term “Beneficiary” means: (i) the person last designated as Beneficiary by the Participant in writing on a form prescribed by the Committee; (ii) if there is no designated Beneficiary or if the person so designated shall not survive the Participant, such Participant’s spouse; or (iii) if no such designated Beneficiary and no such spouse is living upon the death of a Participant, or if all such persons die prior to the distribution of the Participant’s balance in his or her Deferred Share Account, then the legal representative of the last survivor of the Participant and such persons, or, if the Committee shall not receive notice of the appointment of any such legal representative by five days prior to the later of (x) the end of the calendar year in which the first payment date specified in Section 9(c) occurs or (y) the 15th day of the third month following the first payment date under Section 9(c), the heirs-at-law of such survivor shall be the Beneficiaries to whom the then remaining vested balance of such Deferred Share Account shall be distributed (in the proportions in which they would inherit his or her intestate personal property). Any Beneficiary designation may be changed from time to time by the filing of a new form. No notice given under this Section 9(d) shall be effective unless and until the Committee actually receives such notice.

12.Adjustments. The Committee shall make or provide for such adjustments in the number of Common Shares covered by outstanding Restricted Shares and Restricted Stock Units granted hereunder and, if applicable, in the number of Common Shares covered by Other Awards, the number of Deferred Shares, in the kind of Common Shares covered thereby, and in other award terms, as the Committee, in its sole discretion, determines in good faith is equitably required to prevent dilution or enlargement of the rights of Participants that otherwise would result from (a) any extraordinary cash dividend, stock dividend, stock split, combination of shares, recapitalization or other change in the capital structure of the Company, (b) any merger, consolidation, spin-off, split-off, spin-out, split-up, reorganization, partial or complete liquidation or other distribution of assets, issuance of rights or warrants to purchase securities, or (c) any other corporate transaction or event having an effect similar to any of the foregoing. Such adjustment shall be conclusive and binding for all purposes with respect to this Plan. Moreover, in the event of any such transaction or event or in the event of a Change in Control, the Committee may provide in substitution for any or all outstanding awards granted under this Plan such alternative consideration (including cash), if any, as it, in good faith, may determine to be equitable in the circumstances and shall require in connection therewith the surrender of all such awards so replaced in a manner that complies with Section 409A of the Code. The Committee shall also make or provide for such adjustments in the number of Common Shares specified in Section 3 of this Plan as the Committee, in its sole discretion, determines in good faith is appropriate to reflect any transaction or event described in this Section 12.

(b)individuals who, as of the Effective Date, constitute the Board (the “Incumbent Board”) cease for any reason to constitute at least a majority of the Board; provided, however, that any individual becoming a Director subsequent to the Effective Date whose election, or nomination for election by the Company's shareholders, was approved by a vote of at least a majority of the Directors then comprising the Incumbent Board (either by specific vote or by approval of the proxy statement of the Company in which such individual is named as a nominee for Director, without objection to such nomination) shall be considered as though such individual was a member of the Incumbent Board, but excluding, for this purpose, any such individual whose initial assumption of office occurs as a result of an actual or threatened election contest with respect to the election or removal of Directors or other actual or threatened solicitation of proxies or consents by or on behalf of a Person other than the Board;

(c)consummation of a reorganization, merger, statutory share exchange or consolidation or similar transaction involving the Company or any of its subsidiaries, a sale or other disposition of all or substantially all of the assets of the Company, or the acquisition of assets or securities of another entity by the Company or any of its subsidiaries (each, a “Business Combination”), in each case unless, following such Business Combination, (i) all or substantially all of the individuals and entities that were the beneficial owners of the Outstanding Company Common Shares and the Outstanding Company Voting Securities immediately prior to such Business Combination beneficially own, directly or indirectly, more than 50% of the then-outstanding shares of common stock (or, for a non-corporate entity, equivalent securities) and the combined voting power of the then-outstanding voting securities entitled to vote generally in the election of directors (or, for a non-corporate entity, equivalent governing body), as the case may be, of the entity resulting from such Business Combination (including, without limitation, an entity that, as a result of such transaction, owns the Company or all or substantially all of the Company’s assets either directly or through one or more subsidiaries) in substantially the same proportions as their ownership immediately prior to such Business Combination of the Outstanding Company Common Shares and the Outstanding Company Voting Securities, as the case may be, (ii) no Person (excluding any entity resulting from such Business Combination or any employee benefit plan (or related trust) of the Company or such entity resulting from such Business Combination) beneficially owns, directly or indirectly, 35% or more of, respectively, the then-outstanding shares of common stock (or, for a non-corporate entity, equivalent securities) of the entity resulting from such Business Combination or the combined voting power of the then-outstanding voting securities of such entity, except to the extent that such ownership existed prior to the Business Combination, and (iii) at least a majority of the members of the board of directors (or, for a non-corporate entity, equivalent governing body) of the entity resulting from such Business Combination were members of the Incumbent Board at the time of the execution of the initial agreement or of the action of the Board providing for such Business Combination; or

14.Accommodations for Participants of Different Nationalities. In order to facilitate the making of any grant or combination of grants under this Plan, the Committee may provide for such special terms for awards to Participants as the Committee may consider necessary or appropriate to accommodate differences in local law, tax policy or custom given that Participants are expected to be nationals of both the United States of America and other countries, or to be employed by the Company or any subsidiary both within and outside of the United States of America. Moreover, the Committee may approve such supplements to or amendments, restatements or alternative versions of this Plan (including sub-plans) (to be considered part of this Plan) as it may consider necessary or appropriate for such purposes, without thereby affecting the terms of this Plan as in effect for any other purpose, and the Secretary or other appropriate officer of the Company may certify any such document as having been approved and adopted in the same manner as this Plan. No such special terms, supplements, amendments or restatements, however, will include any provisions that are inconsistent with the terms of this Plan as then in effect unless this Plan could have been amended to eliminate such inconsistency without further approval by the Company's shareholders.

(a)The Board may at any time and from time to time amend this Plan in whole or in part; provided, however, that if an amendment to this Plan, for purposes of applicable stock exchange rules and except as permitted under Section 12 of this Plan, (i) would materially increase the benefits accruing to Participants under this Plan, (ii) would materially increase the number of securities which may be issued under this Plan, (iii) would materially modify the requirements for participation in this Plan, or (iv) must otherwise be approved by the Company's shareholders in order to comply with applicable law or the rules of the New York Stock Exchange or, if the Common Shares are not traded on the New York Stock Exchange, the principal national securities exchange upon which the Common Shares are traded or quoted, all as determined by the Board, then, such amendment will be subject to Company shareholder approval and will not be effective unless and until such approval has been obtained.

(b)If permitted by Section 409A of the Code, but subject to the paragraph that follows, including in the case of Termination of Service as a Director, or in the case of unforeseeable emergency or other circumstances or in the event of a Change in Control, to the extent a Participant holds any Restricted Shares as to which the substantial risk of forfeiture or the prohibition or restriction on transfer has not lapsed, or any Restricted Stock Units as to which the Restriction Period has not been completed, or any Other Awards subject to any vesting schedule or transfer restriction, or who holds Common Shares subject to any transfer restriction imposed pursuant to Section 15(b) of this Plan, the Committee may, in its sole discretion, provide for continued vesting or accelerate the time at which such substantial risk of forfeiture or prohibition or restriction on transfer will lapse or the time when such Restriction Period will end or the time when such Other Award will be deemed to have been earned or the time when such transfer restriction will terminate or may waive any other limitation or requirement under any such award.

19.Effective Date/Termination. The Company’s 2014 Nonemployee Directors’ Compensation Plan was effective on July 29, 2014, and the Company’s Amended and Restated 2014 Nonemployee Directors’ Compensation Plan was effective on April 27, 2016. This Plan will be effective as of the date this Plan is approved by the shareholders of the Company. No grants have been or will be made on or after December 1, 2014 under the Predecessor Plan, except that outstanding awards granted under the Predecessor Plan continued unaffected following December 1, 2014. All elections to defer future compensation or other payments or awards ceased and no further deferrals have been or will be permitted under the Predecessor Plan starting on the first day of the calendar year coincident with or next following December 1, 2014. No grant will be made under this Plan on or after the tenth anniversary of the Effective Date applicable to this Plan and occurring in 2031, but all grants made prior to such date will continue in effect thereafter subject to the terms thereof and of this Plan.

(d)If any provision of this Plan is or becomes invalid, illegal or unenforceable in any jurisdiction, or would disqualify this Plan or any award granted under this Plan under any law deemed applicable by the Committee, such provision will be construed or deemed amended or limited in scope to conform to applicable laws or, in the discretion of the Committee, it will be stricken and the remainder of this Plan will remain in full force and effect. Notwithstanding anything in this Plan or an Evidence of Award to the contrary, nothing in this Plan or in an Evidence of Award prevents a Participant from providing, without prior notice to the Company, information to governmental authorities regarding possible legal violations or otherwise testifying or participating in any investigation or proceeding by any governmental authorities regarding possible legal violations, and for purpose of clarity a Participant is not prohibited from providing information voluntarily to the Securities and Exchange Commission pursuant to Section 21F of the Exchange Act.

(a)Awards may be granted under this Plan in substitution for or in conversion of, or in connection with an assumption of, restricted stock, restricted stock units or other share or share-based awards held by awardees of an entity engaging in a corporate acquisition or merger transaction with the Company or any Company subsidiary. Any conversion, substitution or assumption will be effective as of the close of the merger or acquisition, and, to the extent applicable, will be conducted in a manner that complies with Section 409A of the Code. The awards so granted may reflect the original terms of the awards being assumed or substituted or converted for and need not comply with other specific terms of this Plan, and may account for Common Shares substituted for the securities covered by the original awards and the number of shares subject to the original awards, as well as any exercise or purchase prices applicable to the original awards, adjusted to account for differences in stock prices in connection with the transaction.

(gg) “Subsidiary” means a corporation, company or other entity (i) more than 50% of whose outstanding shares or securities (representing the right to vote for the election of directors or other managing authority) are, or (ii) which does not have outstanding shares or securities (as may be the case in a partnership, joint venture, limited liability company, unincorporated association or other similar entity), but more than 50% of whose ownership interest representing the right generally to make decisions for such other entity is, now or hereafter, owned or controlled, directly or indirectly, by the Company; provided, however, that for purposes of determining whether any person may be a Participant for purposes of any grant of Incentive Stock Options, “Subsidiary” means any corporation in which the Company at the time owns or controls, directly or indirectly, more than 50% of the total combined Voting Power represented by all classes of stock issued by such corporation.

(i)Subject to adjustment as provided in Section 11 of this Plan and the share counting rules set forth in Section 3(b) of this Plan, the number of Common Shares available under this Plan for awards of (A) Option Rights or Appreciation Rights, (B) Restricted Shares, (C) Restricted Stock Units, (D) Performance Shares or Performance Units, (E) awards contemplated by Section 9 of this Plan, or (F) dividend equivalents paid with respect to awards made under this Plan will not exceed in the aggregate (x) 26,000,000 Common Shares, plus (y) the total number of Common Shares remaining available for awards under the Cliffs Natural Resources Inc. Amended and Restated 2015 Equity and Incentive Compensation Plan as of the Effective Date, plus (z) the Common Shares that are subject to awards granted under this Plan or the Predecessor Plans that are added (or added back, as applicable) to the aggregate number of Common Shares available under this Section 3(a)(i) pursuant to the share counting rules of this Plan. Such shares may be shares of original issuance or treasury shares or a combination of the foregoing.

(iii)Notwithstanding anything to the contrary contained in this Plan: (A) Common Shares withheld by the Company, tendered or otherwise used in payment of the Option Price of an Option Right (or the option price of an option granted under the Predecessor Plans) will not be added (or added back, as applicable) to the aggregate number of Common Shares available under Section 3(a)(i) of this Plan; (B) Common Shares withheld by the Company, tendered or otherwise used to satisfy tax withholding with respect to awards will not be added (or added back, as applicable) to the aggregate number of Common Shares available under Section 3(a)(i) of this Plan; (C) Common Shares subject to a share-settled Appreciation Right that are not actually issued in connection with the settlement of such Appreciation Right on the exercise thereof will not be added (or added back, as applicable) to the aggregate number of Common Shares available under Section 3(a)(i) of this Plan; and (D) Common Shares reacquired by the Company on the open market or otherwise using cash proceeds from the exercise of Option Rights will not be added (or added back, as applicable) to the aggregate number of Common Shares available under Section 3(a)(i) of this Plan.

(a)Subject to applicable law and the applicable limits set forth in Section 3 of this Plan, the Committee may authorize the grant to any Participant of Common Shares or such other awards that may be denominated or payable in, valued in whole or in part by reference to, or otherwise based on, or related to, Common Shares or factors that may influence the value of such shares, including, without limitation, convertible or exchangeable debt securities, other rights convertible or exchangeable into Common Shares, purchase rights for Common Shares, awards with value and payment contingent upon performance of the Company or specified Subsidiaries, Affiliates or other business units thereof or any other factors designated by the Committee, and awards valued by reference to the book value of the Common Shares or the value of securities of, or the performance of specified Subsidiaries or Affiliates or other business units of the Company. The Committee will determine the terms and conditions of such awards. Common Shares delivered pursuant to an award in the nature of a purchase right granted under this Section 9 will be purchased for such consideration, paid for at such time, by such methods, and in such forms, including, without limitation, Common Shares, other awards, notes or other property, as the Committee determines.

(c)To the extent permitted by law, the Committee may delegate to one or more of its members, to one or more officers of the Company, or to one or more agents or advisors, such administrative duties or powers as it may deem advisable, and the Committee, the subcommittee, or any person to whom duties or powers have been delegated as aforesaid, may employ one or more persons to render advice with respect to any responsibility the Committee, the subcommittee or such person may have under this Plan. The Committee may, by resolution, authorize one or more officers of the Company to do one or both of the following on the same basis as the Committee: (i) designate employees to be recipients of awards under this Plan; and (ii) determine the size of any such awards; provided, however, that (A) the Committee will not delegate such responsibilities to any such officer for awards granted to an employee who is an officer (for purposes of Section 16 of the Exchange Act), Director, or more than 10% “beneficial owner” (as such term is defined in Rule 13d-3 promulgated under the Exchange Act) of any class of the Company’s equity securities that is registered pursuant to Section 12 of the Exchange Act, as determined by the Committee in accordance with Section 16 of the Exchange Act; (B) the resolution providing for such authorization shall set forth the total number of Common Shares such officer(s) may grant; and (C) the officer(s) will report periodically to the Committee regarding the nature and scope of the awards granted pursuant to the authority delegated.

11.Adjustments. The Committee shall make or provide for such adjustments in the number of and kind of Common Shares covered by outstanding Option Rights, Appreciation Rights, Restricted Shares, Restricted Stock Units, Performance Shares and Performance Units granted hereunder and, if applicable, in the number of and kind of Common Shares covered by other awards granted pursuant to Section 9 of this Plan, in the Option Price and Base Price provided in outstanding Option Rights and Appreciation Rights, respectively, in Cash Incentive Awards, and in other award terms, as the Committee, in its sole discretion, determines in good faith is equitably required to prevent dilution or enlargement of the rights of Participants that otherwise would result from (a) any extraordinary cash dividend, stock dividend, stock split, combination of shares, recapitalization or other change in the capital structure of the Company, (b) any merger, consolidation, spin-off, split-off, spin-out, split-up, reorganization, partial or complete liquidation or other distribution of assets, issuance of rights or warrants to purchase securities, or (c) any other corporate transaction or event having an effect similar to any of the foregoing. Moreover, in the event of any such transaction or event or in the event of a Change in Control, the Committee may provide in substitution for any or all outstanding awards under this Plan such alternative consideration (including cash), if any, as it, in good faith, may determine to be equitable in the circumstances and shall require in connection therewith the surrender of all awards so replaced in a manner that complies with Section 409A of the Code. In addition, for each Option Right or Appreciation Right with an Option Price or Base Price, respectively, greater than the consideration offered in connection with any such transaction or event or Change in Control, the Committee may in its discretion elect to cancel such Option Right or Appreciation Right without any payment to the person holding such Option Right or Appreciation Right. The Committee shall also make or provide for such adjustments in the number of Common Shares specified in Section 3 of this Plan as the Committee, in its sole discretion, determines in good faith is appropriate to reflect any transaction or event described in this Section 11; provided, however, that any such adjustment to the number specified in Section 3(c) of this Plan will be made only if and to the extent that such adjustment would not cause any Option Right intended to qualify as an Incentive Stock Option to fail to so qualify.

(b)individuals who, as of the Effective Date, constitute the Board (the “Incumbent Board”) cease for any reason to constitute at least a majority of the Board; provided, however, that any individual becoming a Director subsequent to the Effective Date whose election, or nomination for election by the Shareholders, was approved by a vote of at least a majority of the Directors then comprising the Incumbent Board (either by specific vote or by approval of the proxy statement of the Company in which such individual is named as a nominee for Director, without objection to such nomination) shall be considered as though such individual was a member of the Incumbent Board, but excluding, for this purpose, any such individual whose initial assumption of office occurs as a result of an actual or threatened election contest with respect to the election or removal of Directors or other actual or threatened solicitation of proxies or consents by or on behalf of a Person other than the Board;

(c)consummation of a reorganization, merger, statutory share exchange or consolidation or similar transaction involving the Company or any of its Subsidiaries, a sale or other disposition of all or substantially all of the assets of the Company, or the acquisition of assets or securities of another entity by the Company or any of its Subsidiaries (each, a “Business Combination”), in each case unless, following such Business Combination, (i) all or substantially all of the individuals and entities that were the beneficial owners of the Outstanding Company Common Shares and the Outstanding Company Voting Securities immediately prior to such Business Combination beneficially own, directly or indirectly, more than 50% of the then-outstanding shares of common stock (or, for a non-corporate entity, equivalent securities) and the combined voting power of the then-outstanding voting securities entitled to vote generally in the election of directors (or, for a non-corporate entity, equivalent governing body), as the case may be, of the entity resulting from such Business Combination (including, without limitation, an entity that, as a result of such transaction, owns the Company or all or substantially all of the Company’s assets either directly or through one or more subsidiaries) in substantially the same proportions as their ownership immediately prior to such Business Combination of the Outstanding Company Common Shares and the Outstanding Company Voting Securities, as the case may be, (ii) no Person (excluding any entity resulting from such Business Combination or any employee benefit plan (or related trust) of the Company or such entity resulting from such Business Combination) beneficially owns, directly or indirectly, 35% or more of, respectively, the then-outstanding shares of common stock (or, for a non-corporate entity, equivalent securities) of the entity resulting from such Business Combination or the combined voting power of the then-outstanding voting securities of such entity, except to the extent that such ownership existed prior to the Business Combination, and (iii) at least a majority of the members of the board of directors (or, for a non-corporate entity, equivalent governing body) of the entity resulting from such Business Combination were members of the Incumbent Board at the time of the execution of the initial agreement or of the action of the Board providing for such Business Combination; or

13.Detrimental Activity and Recapture Provisions. Any Evidence of Award may reference a clawback policy of the Company or provide for the cancellation or forfeiture of an award or the forfeiture and repayment to the Company of any gain related to an award, or other provisions intended to have a similar effect, upon such terms and conditions as may be determined by the Committee from time to time, if a Participant, either (a) during employment or other service with the Company or a Subsidiary, or (b) within a specified period after termination of such employment or service, engages in any detrimental activity, as described in the applicable Evidence of Award or such clawback policy. In addition, notwithstanding anything in this Plan to the contrary, any Evidence of Award or such clawback policy may also provide for the cancellation or forfeiture of an award or the forfeiture and repayment to the Company of any Common Shares issued under and/or any other benefit related to an award, or other provisions intended to have a similar effect, including upon such terms and conditions as may be required by the Committee or under Section 10D of the Exchange Act and any applicable rules or regulations promulgated by the Securities and Exchange Commission or any national securities exchange or national securities association on which the Common Shares may be traded.

14.Accommodations for Participants of Different Nationalities. In order to facilitate the making of any grant or combination of grants under this Plan, the Committee may provide for such special terms for awards to Participants as the Committee may consider necessary or appropriate to accommodate differences in local law, tax policy or custom given that Participants are expected to be nationals of both the United States of America and other countries, or to be employed by the Company or any Subsidiary both within and outside of the United States of America. Moreover, the Committee may approve such supplements to or amendments, restatements or alternative versions of this Plan (including sub-plans) (to be considered part of this Plan) as it may consider necessary or appropriate for such purposes, without thereby affecting the terms of this Plan as in effect for any other purpose, and the Secretary or other appropriate officer of the Company may certify any such document as having been approved and adopted in the same manner as this Plan. No such special terms, supplements, amendments or restatements, however, will include any provisions that are inconsistent with the terms of this Plan as then in effect unless this Plan could have been amended to eliminate such inconsistency without further approval by the Shareholders.

(a)Except as otherwise determined by the Committee, and subject to compliance with Section 17(b) of this Plan and Section 409A of the Code, no Option Right, Appreciation Right, Restricted Shares, Restricted Stock Unit, Performance Share, Performance Unit, Cash Incentive Award, award contemplated by Section 9 of this Plan or dividend equivalents paid with respect to awards made under this Plan will be transferable by the Participant except by will or the laws of descent and distribution. In no event will any such award granted under this Plan be transferred for value. Where transfer is permitted, references to “Participant” shall be construed, as the Committee deems appropriate, to include any permitted transferee to whom such award is transferred. Except as otherwise determined by the Committee, Option Rights and Appreciation Rights will be exercisable during the Participant’s lifetime only by him or her or, in the event of the Participant’s legal incapacity to do so, by his or her guardian or legal representative acting on behalf of the Participant in a fiduciary capacity under state law or court supervision.

16.Withholding Taxes. To the extent that the Company is required to withhold federal, state, local or foreign taxes or other amounts in connection with any payment made or benefit realized by a Participant or other person under this Plan, and the amounts available to the Company for such withholding are insufficient, it will be a condition to the receipt of such payment or the realization of such benefit that the Participant or such other person make arrangements satisfactory to the Company for payment of the balance of such taxes or other amounts required to be withheld, which arrangements (in the discretion of the Committee) may include relinquishment of a portion of such benefit. If a Participant’s benefit is to be received in the form of Common Shares, and such Participant fails to make arrangements for the payment of taxes or other amounts, then, unless otherwise determined by the Committee, the Company will withhold Common Shares having a value equal to the amount required to be withheld. Notwithstanding the foregoing, when a Participant is required to pay the Company an amount required to be withheld under applicable income, employment, tax or other laws, the Committee may require the Participant to satisfy the obligation, in whole or in part, by having withheld, from the Common Shares delivered or required to be delivered to the Participant, Common Shares having a value equal to the amount required to be withheld or by delivering to the Company other Common Shares held by such Participant. The Common Shares used for tax or other withholding will be valued at an amount equal to the fair market value of such Common Shares on the date the benefit is to be included in Participant’s income. In no event will the fair market value of the Common Shares to be withheld and delivered pursuant to this Section 16 exceed the minimum amount required to be withheld, unless (a) an additional amount can be withheld and not result in adverse accounting consequences, and (b) such additional withholding amount is authorized by the Committee. Participants will also make such arrangements as the Company may require for the payment of any withholding tax or other obligation that may arise in connection with the disposition of Common Shares acquired upon the exercise of Option Rights.

(a)The Board may at any time and from time to time amend this Plan in whole or in part; provided, however, that if an amendment to this Plan, for purposes of applicable stock exchange rules and except as permitted under Section 11 of this Plan, (i) would materially increase the benefits accruing to Participants under this Plan, (ii) would materially increase the number of securities which may be issued under this Plan, (iii) would materially modify the requirements for participation in this Plan, or (iv) must otherwise be approved by the Shareholders in order to comply with applicable law or the rules of the New York Stock Exchange or, if the Common Shares are not traded on the New York Stock Exchange, the principal national securities exchange upon which the Common Shares are traded or quoted, all as determined by the Board, then, such amendment will be subject to Shareholder approval and will not be effective unless and until such approval has been obtained.

(b)Except in connection with a corporate transaction or event described in Section 11 of this Plan or in connection with a Change in Control, the terms of outstanding awards may not be amended to reduce the Option Price of outstanding Option Rights or the Base Price of outstanding Appreciation Rights, or cancel outstanding “underwater” Option Rights or Appreciation Rights (including following a Participant’s voluntary surrender of “underwater” Option Rights or Appreciation Rights) in exchange for cash, other awards or Option Rights or Appreciation Rights with an Option Price or Base Price, as applicable, that is less than the Option Price of the original Option Rights or Base Price of the original Appreciation Rights, as applicable, without Shareholder approval. This Section 18(b) is intended to prohibit the repricing of “underwater” Option Rights and Appreciation Rights and will not be construed to prohibit the adjustments provided for in Section 11 of this Plan. Notwithstanding any provision of this Plan to the contrary, this Section 18(b) may not be amended without approval by the Shareholders.

(c)If permitted by Section 409A of the Code, but subject to Section 18(d), including in the case of termination of employment or service, or in the case of unforeseeable emergency or other circumstances or in the event of a Change in Control, to the extent a Participant holds an Option Right or Appreciation Right not immediately exercisable in full, or any Restricted Shares as to which the substantial risk of forfeiture or the prohibition or restriction on transfer has not lapsed, or any Restricted Stock Units as to which the Restriction Period has not been completed, or any Cash Incentive Awards, Performance Shares or Performance Units which have not been fully earned, or any dividend equivalents or other awards made pursuant to Section 9 of this Plan subject to any vesting schedule or transfer restriction, or who holds Common Shares subject to any transfer restriction imposed pursuant to Section 15(b) of this Plan, the Committee may, in its sole discretion, provide for continued vesting or accelerate the time at which such Option Right, Appreciation Right or other award may vest or be exercised or the time at which such substantial risk of forfeiture or prohibition or restriction on transfer will lapse or the time when such Restriction Period will end or the time at which such Cash Incentive Awards, Performance Shares or Performance Units will be deemed to have been earned or the time when such transfer restriction will terminate or may waive any other limitation or requirement under any such award.

(i)If any provision of this Plan is or becomes invalid or unenforceable in any jurisdiction, or would disqualify this Plan or any award under any law deemed applicable by the Committee, such provision will be construed or deemed amended or limited in scope to conform to applicable laws or, in the discretion of the Committee, it will be stricken and the remainder of this Plan will remain in full force and effect. Notwithstanding anything in this Plan or an Evidence of Award to the contrary, nothing in this Plan or in an Evidence of Award prevents a Participant from providing, without prior notice to the Company, information to governmental authorities regarding possible legal violations or otherwise testifying or participating in any investigation or proceeding by any governmental authorities regarding possible legal violations, and for purpose of clarity a Participant is not prohibited from providing information voluntarily to the Securities and Exchange Commission pursuant to Section 21F of the Exchange Act.

(a)Awards may be granted under this Plan in substitution for or in conversion of, or in connection with an assumption of, stock options, stock appreciation rights, restricted stock, restricted stock units or other share or share-based awards held by awardees of an entity engaging in a corporate acquisition or merger transaction with the Company or any Subsidiary. Any conversion, substitution or assumption will be effective as of the close of the merger or acquisition, and, to the extent applicable, will be conducted in a manner that complies with Section 409A of the Code. The awards so granted may reflect the original terms of the awards being assumed or substituted or converted for and need not comply with other specific terms of this Plan, and may account for Common Shares substituted for the securities covered by the original awards and the number of shares subject to the original awards, as well as any exercise or purchase prices applicable to the original awards, adjusted to account for differences in stock prices in connection with the transaction.

The proxy statement contains financial measures that are not calculated in accordance with U.S. generally accepted accounting principles (“GAAP”). Cliffs has presented Adjusted EBITDA, which is a non-GAAP financial measure that management uses in evaluating operating performance. Adjusted EBITDA is defined as earnings before interest, taxes, depreciation and amortization excluding certain items such as EBITDA from noncontrolling interests, gain (loss) on extinguishment of debt, severance, acquisition-related costs excluding severance costs, amortization of inventory step-up and impact of discontinued operations. Cliffs believes the presentation of Adjusted EBITDA allows management and investors to focus on our ability to service our debt, as well as illustrate how the business and each operating segment is performing and assists management and investors in their analysis and forecasting as these measures approximate the cash flows associated with operational earnings. The presentation of this measure is not intended to be considered in isolation from, as a substitute for, or as superior to, the financial information prepared and presented in accordance with GAAP. The presentation of this measure may be different from non-GAAP financial measures used by other companies. We provide a reconciliation of this measure to the most directly comparable GAAP measure in the table below.


Check the appropriate box:
x			Preliminary Proxy Statement
o			Confidential, For Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
o			Definitive Proxy Statement
o			Definitive Additional Materials
o			Soliciting Material Pursuant to §240.14a-12


2021 ANNUAL MEETING OF SHAREHOLDERS		(PAGE 7)

DATE AND TIME:	Wednesday, April 28, 2021, at 11:30 a.m. EDT
PLACE:	Online at www.virtualshareholdermeeting.com/CLF2021
RECORD DATE:	March 1, 2021
VOTING:	Shareholders of record are entitled to vote by Internet at www.proxyvote.com; by telephone at 1-800-690-6903; by completing and returning the enclosed proxy card by mail; or by voting online during the 2021 Annual Meeting of Shareholders (the "2021 Annual Meeting") at www.virtualshareholdermeeting.com/CLF2021 (beneficial holders must obtain a legal proxy from their broker, banker, nominee or other shareholder of record granting the right to vote).
PROXY MATERIALS:	This proxy statement, the accompanying proxy card and our 2020 Annual Report will be made available on or about March 15, 2021 to shareholders of record as of March 1, 2021 (the "Record Date").


BOARD FORM OF CASH COMPENSATION			2020 ($)
Annual Retainer			120,000
Lead Director Annual Retainer			48,000
Audit Committee Chair Annual Retainer			24,000
Compensation Committee Chair Annual Retainer			15,000
Governance Committee Chair Annual Retainer			12,000


NAME	FEES EARNED OR PAID IN CASH ($)(1)	STOCK AWARDS ($)(2)	ALL OTHER COMPENSATION ($)	TOTAL ($)
J.T. Baldwin	144,000	99,999	—	243,999
R.P. Fisher, Jr.	120,000	99,999	—	219,999
W.K. Gerber (3)	96,264	111,745	—	208,009
S.M. Green	120,000	99,999	—	219,999
M.A. Harlan	120,000	99,999	—	219,999
R.S. Michael, III (4)	105,890	111,745	—	217,635
J.L. Miller	120,000	99,999	—	219,999
J.A. Rutkowski, Jr. (5)	33,000	—	—	33,000
E.M. Rychel	120,000	99,999	—	219,999
M.D. Siegal (6)	30,000	—	—	30,000
G. Stoliar	120,000	99,999	—	219,999
D.C. Taylor	183,000	99,999	—	282,999
A.M. Yocum (7)	96,264	111,745	—	208,009


CLEVELAND-CLIFFS INC. 2021 NONEMPLOYEE DIRECTORS' COMPENSATION PLAN
NAME AND POSITION			DOLLAR VALUE ($)
Lourenco Goncalves, Chairman, President and Chief Executive Officer			N/A
Keith A. Koci, Executive Vice President, Chief Financial Officer			N/A
Clifford T. Smith, Executive Vice President, Chief Operating Officer			N/A
Terry G. Fedor, Executive Vice President, Chief Operating Officer, Steel Mills			N/A
Maurice D. Harapiak, Executive Vice President, Human Resources & Chief Administration Officer			N/A
Executive Group (1)			N/A
Non-Executive Director Group (2)			1,320,000
Non-Executive Officer Employee Group (3)			N/A
(1)Consists of all current executive officers as a group. (2)Consists of all current directors who are not executive officers. (3)Consists of all employees, including all current officers who are not executive officers, as a group.


Preliminary Copy In accordance with Rule 14a-6(d) under Regulation 14A of the Securities Exchange Act of 1934, please be advised that Cleveland-Cliffs Inc. intends to release definitive copies of the proxy statement to security holders on or about March 15, 2021.
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS


YOUR VOTE IS IMPORTANT. YOU MAY VOTE BY INTERNET, BY TELEPHONE, BY MAILING THE ENCLOSED PROXY CARD, OR BY VOTING ONLINE DURING THE 2021 ANNUAL MEETING.
The proxy statement and Cliffs’ 2020 Annual Report for the 2020 fiscal year are available at www.proxyvote.com. These materials also are available on Cliffs’ website at www.clevelandcliffs.com under "Investors" and then “Financial Information." If your shares are not registered in your own name, please follow the voting instructions from your bank, broker, nominee or other shareholder of record to vote your shares.


INCREASE OF NUMBER OF AUTHORIZED SHARES			(PAGE 22)

We are seeking an amendment to our Fourth Amended Articles of Incorporation, as amended (our "Articles of Incorporation"), in order to increase the number of authorized common shares from 600,000,000 to 1,200,000,000, which will result in an increase in the total number of authorized shares from 607,000,000 to 1,207,000,000. We are seeking this increase to enhance our flexibility for possible future actions, such as financings, corporate mergers, acquisitions, stock splits, stock dividends, equity compensation awards or other general corporate purposes.


2021 NONEMPLOYEE DIRECTORS' COMPENSATION PLAN			(PAGE 23)

We are seeking your approval of the Cleveland-Cliffs Inc. 2021 Nonemployee Directors' Compensation Plan (the "2021 Directors Plan"). If approved, the 2021 Directors Plan would continue to authorize the Governance Committee to provide equity-based compensation in the form of restricted shares, restricted stock units, deferred shares, dividend equivalents and certain other awards denominated or payable in, or otherwise based on, Cliffs common shares or factors that may influence the value of our shares for the purpose of providing our nonemployee directors with incentives and rewards for service and performance that are aligned with the long-term interests of our shareholders. We are seeking approval to authorize the issuance of up to 750,000 additional common shares under the 2021 Directors Plan.


SHAREHOLDER ENGAGEMENT (summary)			(PAGE 46)

We strive to maintain open communication with the investment community. During 2020 and early 2021, we reached out to our top 25 shareholders, representing approximately 73% of our outstanding common shares, to solicit their feedback on our compensation program, company strategy and performance, corporate governance, sustainability and other topics. See the section entitled "Shareholder Engagement" in the Compensation Discussion and Analysis ("CD&A") section for more details as to what we heard and how we responded.


2020 EXECUTIVE COMPENSATION SUMMARY			(PAGE 71)

The numbers in the following table showing the 2020 compensation of our named executive officers (the "NEOs") were determined in the same manner as the numbers in the corresponding columns in the 2020 Summary Compensation Table (the "SCT") (provided later in this proxy statement); however, they do not include information regarding changes in pension value and non-qualified deferred compensation earnings and information regarding all other compensation, each as required to be presented in the SCT under the rules of the U.S. Securities and Exchange Commission (the "SEC"). As such, this table should not be viewed as a substitute for the SCT:


NAME	PRINCIPAL POSITION (AS OF 12/31/2020)	SALARY ($)	BONUS ($)	STOCK AWARDS ($)	OPTION AWARDS ($)	NON-EQUITY INCENTIVE PLAN COMPENSATION ($)	TOTAL ($)
Lourenco Goncalves	Chairman, President and Chief Executive Officer	1,810,016	3,800,000	4,127,534	—	7,472,000	17,209,550
Keith A. Koci	Executive Vice President, Chief Financial Officer	489,006	500,000	543,095	—	500,000	2,032,101
Clifford T. Smith	Executive Vice President, Chief Operating Officer	706,218	900,000	1,018,304	—	1,406,940	4,031,462
Terry G. Fedor	Executive Vice President, Chief Operating Officer, Steel Mills	531,699	550,000	597,410	—	1,056,940	2,736,049
Maurice D. Harapiak	Executive Vice President, Human Resources & Chief Administration Officer	531,699	550,000	597,410	—	1,056,940	2,736,049


INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM			(PAGE 84)

As a matter of good corporate governance, we are asking our shareholders to ratify the selection of Deloitte & Touche LLP as our independent registered public accounting firm for 2021.


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


PROPOSAL 2			APPROVAL OF AN AMENDMENT TO OUR FOURTH AMENDED ARTICLES OF INCORPORATION, AS AMENDED, TO INCREASE THE NUMBER OF AUTHORIZED COMMON SHARES


þ			THE BOARD UNANIMOUSLY RECOMMENDS A VOTE FOR PROPOSAL 2 TO APPROVE AN AMENDMENT TO OUR ARTICLES OF INCORPORATION TO INCREASE THE NUMBER OF AUTHORIZED COMMON SHARES FROM 600,000,000 TO 1,200,000,000.


PROPOSAL 3			APPROVAL OF THE CLEVELAND-CLIFFS INC. 2021 NONEMPLOYEE DIRECTORS' COMPENSATION PLAN


PROPOSAL 4			APPROVAL OF THE CLEVELAND-CLIFFS INC. 2021 EQUITY AND INCENTIVE COMPENSATION PLAN


CLEVELAND-CLIFFS INC. 2021 EQUITY AND INCENTIVE COMPENSATION PLAN
NAME AND POSITION			DOLLAR VALUE ($)
Lourenco Goncalves, Chairman, President and Chief Executive Officer			N/A
Keith A. Koci, Executive Vice President, Chief Financial Officer			N/A
Clifford T. Smith, Executive Vice President, Chief Operating Officer			N/A
Terry G. Fedor, Executive Vice President, Chief Operating Officer, Steel Mills			N/A
Maurice D. Harapiak, Executive Vice President, Human Resources & Chief Administration Officer			N/A
Executive Group (1)			N/A
Non-Executive Director Group (2)			N/A
Non-Executive Officer Employee Group (3)			$[____________]
(1)Consists of all current executive officers as a group. (2)Consists of all current directors who are not executive officers. (3)Consists of all employees, including all current officers who are not executive officers, as a group.


PLAN CATEGORY	NUMBER OF SECURITIES TO BE ISSUED UPON EXERCISE OF OUTSTANDING OPTIONS, WARRANTS AND RIGHTS (a)		WEIGHTED AVERAGE EXERCISE PRICE OF OUTSTANDING OPTIONS, WARRANTS AND RIGHTS (b)		NUMBER OF SECURITIES REMAINING AVAILABLE FOR FUTURE ISSUANCE UNDER EQUITY COMPENSATION PLANS (EXCLUDING SECURITIES REFLECTED IN COLUMN (a)) (c)
Equity Compensation Plans Approved by Security Holders	9,430,410	(1)	$11.60	(2)	14,973,244	(3)

Equity Compensation Plans Not Approved by Security Holders	—		__		—
Total	9,430,410				14,973,244


OUR NEOS FOR 2020:
Lourenco Goncalves			Chairman, President and Chief Executive Officer (the "CEO")
Keith A. Koci			Executive Vice President, Chief Financial Officer (the "CFO")
Clifford T. Smith			Executive Vice President, Chief Operating Officer (the "COO")
Terry G. Fedor			Executive Vice President, Chief Operating Officer, Steel Mills
Maurice D. Harapiak			Executive Vice President, Human Resources & Chief Administration Officer


CD&A TABLE OF CONTENTS


Executive Summary			44
Executive Compensation Philosophy and Core Principles			53
Development and Oversight of Executive Compensation			56
Analysis of 2020 Compensation Decisions			58
Retirement and Deferred Compensation Benefits			67
Supplementary Compensation Policies			67
Executive Compensation Tables and Narratives			71



Agnico Eagle Mines Limited	Commercial Metals Company	Goldcorp, Inc.	Tronox Limited
Allegheny Technologies Incorporated	Compass Minerals International, Inc.	Kinross Gold Corporation	U.S. Concrete, Inc.
Carpenter Technology Corporation	Ferro Corporation	Schnitzer Steel Industries, Inc.	Vulcan Materials Company
CF Industries Holdings, Inc.	FMC Corporation	Scotts Miracle-Gro Company	Worthington Industries


			2020 BASE SALARIES
	2019 ($)	INCREASE (%)	JANUARY 1, 2020 ($)	INCREASE (%)	MARCH 13, 2020 ($)
Goncalves	1,391,000	3.0	1,433,000	32.6	1,900,000
Koci	425,000	3.1	438,000	14.2	500,000
Smith	511,000	2.9	526,000	42.6	750,000
Fedor	439,000	3.0	452,000	21.7	550,000
Harapiak	439,000	3.0	452,000	21.7	550,000


EMPI PLAN AWARD OPPORTUNITIES

	2020 BASE SALARY	THRESHOLD	TARGET	MAXIMUM
Goncalves	$1,900,000	100%	200%	400%
Koci	$500,000	50%	100%	200%
Smith	$750,000	60%	120%	240%
Fedor	$550,000	50%	100%	200%
Harapiak	$550,000	50%	100%	200%


	2020 RATES	COMPARED TO 2019
TOTAL RECORDABLE INCIDENT RATE (1)	0.79	1.11
LOST TIME INJURY RATE	0.29	0.27
LOST TIME INCIDENTS	9 (all employees)	12 (9 employees and 3 contractors)
LOST DAY SEVERITY RATE (2)	7.24	4.10
LOST DAYS	154	151
(1) Calculated by multiplying the number of recordable cases by 200,000, and then dividing that number by the number of labor hours worked. (2) Lost Day Severity Rate does not include contractors.


	BASE SALARY ($)	TARGET AWARD LEVEL (%)		2020 EMPI FUNDING (%)		EMPI PLAN PAYOUT ($)
Goncalves	1,900,000	200	%	100.0	%	3,800,000
Koci	500,000	100	%	100.0	%	500,000
Smith	750,000	120	%	100.0	%	900,000
Fedor	550,000	100	%	100.0	%	550,000
Harapiak	550,000	100	%	100.0	%	550,000


			ACQUISITION AND INTEGRATION AWARD ($)
Goncalves			3,800,000
Koci			500,000
Smith			900,000
Fedor			550,000
Harapiak			550,000


Alcoa Corporation	Haynes International, Inc.	Royal Gold, Inc.
Allegheny Technologies Inc.	Hecla Mining Company	Schnitzer Steel Industries, Inc.
Arch Coal, Inc.	Kaiser Aluminum Corporation	Steel Dynamics, Inc.
Carpenter Technology Corporation	Materion Corporation	SunCoke Energy Inc.
Coeur Mining, Inc.	McEwen Mining Inc.	United States Steel Corporation
Commercial Metals Company	Newmont Goldcorp Corporation	Warrior Met Coal Inc.
Compass Minerals International, Inc.	Nucor Corporation	Worthington Industries, Inc.
CONSOL Energy Inc.	Peabody Energy Corporation
Freeport-McMoRan Inc.	Reliance Steel & Aluminum Co.


	TARGET %		TOTAL GRANT VALUE ($)	TARGET PERFORMANCE CASH INCENTIVE AWARDS ($)	TARGET PERFORMANCE SHARE AWARDS (#)	RESTRICTED STOCK UNITS (#)
Goncalves	400	%	5,990,964	2,584,000	349,791	349,791
Koci	175	%	788,284	340,000	46,025	46,025
Smith	250	%	1,478,033	637,500	86,297	86,297
Fedor	175	%	867,117	374,000	50,628	50,628
Harapiak	175	%	867,117	374,000	50,628	50,628


			MULTIPLE OF BASE PAY
CEO			6x
Executive / Senior Vice President			3x
Vice President			1.5x


	VALUE OF SHARES OWNED DIRECTLY ($)	VALUE OF RESTRICTED STOCK UNITS ($)	TOTAL SHARE VALUE ($)	REQUIRED MULTIPLE OF BASE SALARY	REQUIRED VALUE ($)	APPROXIMATE OWNERSHIP RELATIVE TO BASE SALARY AS OF DECEMBER 31, 2020 (1)
	# OF SHARES OWNED DIRECTLY	# OF RESTRICTED STOCK UNITS	# OF TOTAL SHARES
Goncalves	$21,346,135	$5,435,119	$26,781,254	6x	$11,400,000	14.1x
	3,120,780	794,608	3,915,388
Koci	$670,320	$497,090	$1,167,410	3x	$1,500,000	2.3x
	98,000	72,674	170,674
Smith	$1,858,558	$1,135,146	$2,993,704	3x	$2,250,000	4x
	271,719	165,957	437,676
Fedor	$1,668,556	$766,360	$2,434,916	3x	$1,650,000	4.4x
	243,941	112,041	355,982
Harapiak	$1,555,484	$766,360	$2,321,844	3x	$1,650,000	4.2x
	227,410	112,041	339,451
(1) Value is calculated based on the one-year average closing price per share of our shares as of December 31, 2020, which was $6.84.


	401(k) CONTRIBUTION ($)	CATCH-UP CONTRIBUTION ($)	TOTAL ($)
Goncalves	19,500	6,500	26,000
Koci	19,500	6,500	26,000
Smith (a)	57,000	6,500	63,500
Fedor (a)	57,000	6,500	63,500
Harapiak	19,500	6,500	26,000
(a) Messrs. Smith and Fedor's total 401(k) contribution exceeds the IRS 2020 contribution limit of $19,500. Individuals who are age 50 or over at the end of the calendar year can make an annual catch-up contribution up to $6,500.


	PRESENT VALUE OF PENSION ACCRUALS ($)	ABOVE-MARKET INTEREST ON DEFERRED COMPENSATION ($)	TOTAL ($)
Goncalves	684,200	698	684,898
Koci	165,500	—	165,500
Smith	234,200	—	234,200
Fedor	220,600	—	220,600
Harapiak	163,100	169	163,269


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	6.4	206,700	—
	SERP	6.4	3,074,400	—
Koci	Pension Plan	1.9	62,100	—
	SERP	1.9	103,400	—
Smith	Pension Plan	16.7	595,800	—
	SERP	16.7	830,500	—
Fedor	Pension Plan	9.9	360,600	—
	SERP	9.9	690,300	—
Harapiak	Pension Plan	6.6	216,600	—
	SERP	6.6	483,800	—