Ben Oren
CLEVELAND-CLIFFSAbout Ben Oren
Ben Oren, 45, has served as an independent director of Cleveland-Cliffs since 2024 and is designated by the Board as an Audit Committee Financial Expert. He is Executive Vice President and Treasurer across Liberty Media Corporation, Qurate Retail, Inc., Liberty TripAdvisor Holdings, Inc., Atlanta Braves Holdings, Inc., and Liberty Broadband Corporation (each since August 2020). He previously spent 2011–2020 as a Managing Director at Credit Suisse, including leadership roles in liability management and capital markets committees, and holds a BS in Economics from the Wharton School, University of Pennsylvania .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Credit Suisse | Managing Director; advised metals & mining and broader sectors on capital markets transactions | 2011–2020 | Investment Banking Committee; Corporate Insights Advisory Council; Capital Markets Innovation Council; Americas Head of Liability Management |
External Roles
| Organization | Role | Since | Notes |
|---|---|---|---|
| Liberty Media Corporation | Executive Vice President & Treasurer | Aug 2020 | Corporate finance/treasury leadership |
| Qurate Retail, Inc. | Executive Vice President & Treasurer | Aug 2020 | Corporate finance/treasury leadership |
| Liberty TripAdvisor Holdings, Inc. | Executive Vice President & Treasurer | Aug 2020 | Corporate finance/treasury leadership |
| Atlanta Braves Holdings, Inc. | Executive Vice President & Treasurer | Aug 2020 | Corporate finance/treasury leadership |
| Liberty Broadband Corporation | Executive Vice President & Treasurer | Aug 2020 | Corporate finance/treasury leadership |
Board Governance
- Independence: Determined independent under NYSE standards (no material relationship disclosed) .
- Committees: Audit Committee (member); designated Audit Committee Financial Expert .
- Meeting cadence/attendance: Board held 13 meetings in 2024; Audit Committee held 9 meetings; each director attended at least 98% of Board and committee meetings while serving in 2024 .
- Election status: Nominated for election in 2025; all nominees other than the CEO are independent .
- 2025 shareholder support (Annual Meeting held May 15, 2025): For 248,164,857; Withheld 13,314,036; Broker non-votes 112,532,145 .
- Shareholder engagement: Company reached out to top 25 holders (representing >45% of shares outstanding) in 2024–early 2025; Lead Director available for these meetings .
Director Election Vote (2025)
| Item | Votes For | Votes Withheld | Broker Non-Votes |
|---|---|---|---|
| Ben Oren (CLF 2025 Annual Meeting) | 248,164,857 | 13,314,036 | 112,532,145 |
Fixed Compensation
| Component | 2024 Policy Amount | Notes |
|---|---|---|
| Annual Board Retainer (non-employee directors) | $160,000 | Paid quarterly; directors may elect to receive shares instead of cash via Retainer Share Election Program . |
| Lead Director Retainer | $100,000 | N/A to Oren . |
| Audit Committee Chair Retainer | $30,000 | Oren is a member, not Chair . |
| Compensation Committee Chair Retainer | $20,000 | Not applicable . |
| Governance Committee Chair Retainer | $15,000 | Not applicable . |
2024 Cash Earned (Ben Oren)
| Year | Fees Earned or Paid in Cash ($) |
|---|---|
| 2024 | $100,000 |
Oren joined the Board at the May 16, 2024 Annual Meeting and received prorated cash and equity for 2024 .
Performance Compensation
- Structure: Time-based restricted share awards granted under the Directors’ Plan; 2024 target grant value $140,000 (7,679 shares at $18.23 on April 25, 2024), vesting generally 12 months from grant date; dividends paid or reinvested; optional share deferral available .
- Oren’s 2024 grant: Prorated; grant-date fair value $131,945; 7,467 restricted or deferred shares outstanding (subject to forfeiture) as of 12/31/2024 .
| Award Type | Grant Mechanics | 2024 Grant Value ($) | Shares Outstanding (12/31/2024) | Vesting |
|---|---|---|---|---|
| Restricted Shares (time-based) | Annual director grant; 2024 standard = $140,000 at $18.23/sh on 4/25/2024; Oren prorated upon election | $131,945 | 7,467 | Generally 12 months from grant date |
Other Directorships & Interlocks
| Category | Details |
|---|---|
| Current public company directorships | None |
| Former public company directorships | None |
| Potential interlocks/related-party exposure | No related-party transactions disclosed involving Oren; Board affirmed independence . |
Expertise & Qualifications
- “Vast experience in the investment banking and finance industries” with “metals and mining capital markets expertise,” and “broad and keen understanding of complex financial, accounting and treasury matters” .
- Audit Committee Financial Expert designation .
- Wharton School BS in Economics .
Equity Ownership
| Metric | Amount |
|---|---|
| Beneficial ownership (as of 3/17/2025) | 14,167 common shares; none pledged . |
| Ownership as % of shares outstanding | <1% (director table threshold) . |
| Unvested/subject to forfeiture (12/31/2024) | 7,467 restricted/deferred shares (director count) . |
| Director ownership guideline | 6x annual retainer = $960,000 market value; 5 years to comply . |
| Compliance status | All non-employee directors “in compliance or on track” as of 12/31/2024 . |
Governance Assessment
-
Strengths
- Independence affirmed; no Oren-related related-party transactions disclosed .
- Financial oversight credentials: Audit Committee member and designated Audit Committee Financial Expert; Audit Committee met 9 times in 2024 .
- High engagement: Board met 13 times in 2024; each director attended ≥98% of Board/committee meetings during service .
- Shareholder support signals: Oren received 248.2M For vs. 13.3M Withheld votes in 2025; Say-on-Pay received “over 90%” support at the same meeting .
- Pay-for-alignment: Director pay structure emphasizes equity via annual restricted shares; ownership guideline of 6x retainer promotes alignment; no share pledging by directors .
-
Watch items
- Time commitments: Oren concurrently holds EVP & Treasurer roles at multiple Liberty-affiliated public companies (since Aug 2020); while CLF reports ≥98% attendance, investors may monitor bandwidth over time .
- Prorated first-year grants: 2024 is partial-year; evaluate future-year cash/equity mix and meeting attendance to confirm sustained engagement .
Policies/Controls: Insider Trading Policy in place; Directors’ Plan allows optional deferrals; Related Party Transactions Policy requires Audit Committee review; no Oren-specific exceptions disclosed .
Director Compensation (Detail – 2024)
| Name | Fees Earned or Paid in Cash ($) | Stock Awards ($) | All Other Compensation ($) | Total ($) |
|---|---|---|---|---|
| Ben Oren | 100,000 | 131,945 | — | 231,945 |
Context: Standard 2024 director equity grant equated to $140,000 (7,679 shares at $18.23 on 4/25/2024); Oren’s equity was prorated for service commencing at the May 16, 2024 Annual Meeting, with 7,467 restricted/deferred shares subject to forfeiture as of 12/31/2024; director equity generally vests in 12 months .
Other Directorships Summary (for Oren)
| Current Public Company Boards | Former Public Company Boards |
|---|---|
| None | None |
Equity Ownership (Table – Oren)
| As of | Beneficially Owned Shares | Pledged | Notes |
|---|---|---|---|
| March 17, 2025 | 14,167 | None | <1% of class |
| December 31, 2024 | 7,467 restricted/deferred shares subject to forfeiture | N/A | Part of 2024 director grant |
Related-Party Transactions (Screen)
- No related-party transactions disclosed involving Oren; Board affirms independence .
- Disclosed related-party items for other executives (e.g., family relationship of CEO/CFO; Morgan Engineering vendor relationship) were reviewed/approved under RPT Policy; none pertain to Oren .
Say-on-Pay & Shareholder Feedback
- 2025 Say-on-Pay: “Over 90%” support (236,209,168 For; 23,583,564 Against; 1,686,161 Abstain; 112,532,145 broker non-votes) .
- Shareholder engagement: Outreach to top 25 holders (>45% of outstanding shares); Lead Director available; feedback reported to the Board .
Summary Implications for Investors
- Oren’s deep capital markets and metals/mining advisory background, plus Audit Committee financial expertise, support board oversight of CLF’s financing, accounting, and risk posture .
- Strong attendance and meaningful shareholder support mitigate time-commitment concerns from multiple Liberty executive roles; monitor future attendance and any evolving interlocks or transactions for potential conflicts .
- Director pay design (cash retainer + time-vested equity, strict ownership guidelines, no pledging) aligns with standard governance practices and supports long-term alignment .