Arlene Yocum
CLEVELAND-CLIFFSAbout Arlene M. Yocum
Arlene M. Yocum, age 67, has served as an independent director of Cleveland-Cliffs (CLF) since 2020. She brings extensive financial services leadership, risk management, and compliance expertise from her tenure as Executive Vice President and Managing Executive of PNC Bank’s Asset Management, and is designated an “audit committee financial expert” by the Board. She holds a B.A. in Economics and Political Science from Dickinson College and a J.D. from Villanova School of Law.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| PNC Bank (Asset Management) | Executive Vice President & Managing Executive | 2003–2016 | Led investment and wealth management businesses; P&L responsibility; strategic planning; regulatory, risk management, and compliance focus |
| AK Steel Holding Corporation | Director; Audit Committee; Management Development & Compensation Committee | 2017–2020 | Oversight of financial reporting and executive compensation at major steel producer prior to CLF’s acquisition of AK Steel in 2020 |
| Key Energy Services Inc. | Director; Audit Committee Chair | 2007–2016 | Chaired audit; deep experience in financial oversight in energy sector |
| Hamilton Lane Alliance Holdings I, Inc. | Director; Audit Committee Chair | 2020–2022 | Chaired audit at a SPAC; governance and financial controls |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Glenmede Trust Company, NA | Director | Since 2019 | Chair of Audit Committee; member of Nominating Committee |
| AAA Club Alliance (nonprofit) | Director | Since 2023 | Member of Audit and Compensation, Nominating & Governance Committees |
Board Governance
- Committee assignments: Audit Committee (member) and Strategy & Sustainability Committee (member). She is not a committee chair; Audit chaired by John T. Baldwin; Strategy & Sustainability chaired by CEO Lourenco Goncalves.
- Audit Committee Financial Expert: The Board determined Ms. Yocum is an “audit committee financial expert” under Item 407 of Regulation S-K.
- Independence: The Board determined Ms. Yocum is independent under NYSE director independence standards.
- Attendance: In 2024, the Board held 13 meetings; each director attended at least 98% of Board and committee meetings while serving. Non-management directors meet in executive session at least quarterly.
Fixed Compensation
| Component | Amount | Notes |
|---|---|---|
| Annual Board Retainer (cash) | $160,000 | Paid quarterly; directors may elect to take retainers in shares under the Retainer Share Election Program (Yocum did not elect in 2024) |
| Committee Chair Fees (if applicable) | $0 | Audit Chair $30,000; Compensation Chair $20,000; Governance Chair $15,000. Yocum is not a chair. |
| Meeting Fees | Not disclosed | No per-meeting fees disclosed; customary expenses reimbursed. |
| Charitable Match (Foundation) | $0 | Program matches up to $1,500 per director annually; Yocum recorded $0 in “All Other Compensation” for 2024. |
| 2024 Director Compensation | Cash Fees ($) | Stock Awards ($) | All Other ($) | Total ($) |
|---|---|---|---|---|
| Arlene M. Yocum | 160,000 | 139,988 | — | 299,988 |
Performance Compensation
| Equity Award Type | Grant Date | Shares/Units | Grant-Date Fair Value | Vesting | Notes |
|---|---|---|---|---|---|
| Restricted Shares (Directors’ Plan) | Apr 25, 2024 | 7,679 | $139,988 (at $18.23/sh) | 12 months from grant | Time-based; dividends on restricted shares; may elect dividend reinvestment; deferral elections available under Directors’ Plan |
| Deferred Shares (if elected) | N/A | Not elected | N/A | Per deferral election | Directors may defer share-based awards; amounts paid post-service, death, or change-in-control |
- Performance metrics: Director equity awards are time-based and do not include performance conditions; no stock options or performance share grants are used for nonemployee directors.
Other Directorships & Interlocks
- Public company history: AK Steel Holding Corporation (2017–2020); Hamilton Lane Alliance Holdings I, Inc. (2020–2022); Key Energy Services Inc. (2007–2016).
- Potential interlocks: CLF director Ralph S. Michael III also has extensive AK Steel board history, indicating shared steel-sector governance experience (not a conflict per CLF’s independence determinations).
- Current external boards: Glenmede Trust Company, NA (Audit Chair; Nominating); AAA Club Alliance (Audit; Compensation, Nominating & Governance).
Expertise & Qualifications
- Financial oversight: Audit committee financial expert; extensive audit chair experience at multiple companies.
- Risk and compliance: Background in regulatory, risk management, and compliance from PNC leadership roles.
- Legal and analytical training: J.D. from Villanova School of Law; B.A. in Economics and Political Science.
- Industrial domain exposure: Prior board role at AK Steel provides steel industry governance familiarity.
Equity Ownership
| Item | Detail |
|---|---|
| Beneficial Ownership (common shares) | 102,566 shares; sole investment and voting power; none pledged. |
| Unvested/Subject to Forfeiture | 7,679 restricted or deferred shares subject to forfeiture as of Dec 31, 2024. |
| Pledging/Hedging | None of directors’ or officers’ shares are pledged; Insider Trading Policy in place governing directors, officers, and employees. |
| Ownership Guidelines | Nonemployee directors must hold at least 6x annual retainer ($160,000), i.e., $960,000 in CLF shares, within five years; as of Dec 31, 2024, all nonemployee directors were in compliance or on track. |
Governance Assessment
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Strengths
- Independence and audit expertise: Independent NYSE-compliant status; audit financial expert designation strengthens oversight of financial reporting and internal controls.
- High engagement: Board/committee attendance at least 98% in 2024; participation on Audit and Strategy & Sustainability aligns with CLF’s risk and ESG priorities.
- Ownership alignment: Material share ownership (102,566 shares) with no pledging; robust director ownership guidelines and compliance trajectory.
- Clean conflicts profile: No related-party transactions disclosed involving Yocum; CLF maintains formal related party transaction policy with Audit Committee oversight.
-
Watch items
- Strategy & Sustainability chaired by CEO: While Yocum serves as a member, management-chaired committee could dilute independent oversight; monitor balance of independent voices on strategic ESG risk matters.
- Broader governance sentiment: 2024 Say-on-Pay approval fell to ~75% (from 93% in 2023), indicating investor sensitivity to compensation and performance alignment—relevant context for board oversight of pay.
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Red Flags
- None identified specific to Yocum: No attendance issues, no pledging/hedging disclosures, and no related-party transactions tied to Yocum.
Overall, Yocum’s audit leadership and independence, coupled with meaningful share ownership and strong attendance, support board effectiveness and investor confidence; no direct conflicts are disclosed, and her committee placements align with her finance and compliance background.