Celso Goncalves Jr.
CLEVELAND-CLIFFSAbout Celso Goncalves Jr.
Executive Vice President and Chief Financial Officer of Cleveland-Cliffs since September 2021; age 37 as of February 25, 2025 . Prior to CFO, he served as SVP Finance & Treasurer (Mar 2020–Sep 2021), VP Treasurer (Jan 2018–Mar 2020), and Assistant Treasurer (Sep 2016–Jan 2018) . Earlier career in investment banking at Jefferies and Deutsche Bank, where he led capital structure financing and M&A execution experience leveraged in Cliffs’ transformation; he managed liquidity through COVID and structured acquisition financing prior to becoming CFO . Company performance during his tenure shows 2024 net loss of $708 million and Adjusted EBITDA of $780 million; 2023 net income of $450 million and Adjusted EBITDA of $1,900 million; relative TSR is the primary LTI metric, and the 2022–2024 performance awards paid out at 0% after CLF ranked at the 9.6th percentile of its metals/mining peer group, reinforcing pay-for-performance alignment .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Cleveland-Cliffs | EVP, CFO | Sep 2021–present | Leads capital allocation, financing, and transformation; raised and structured capital for acquisitions; tightened liquidity discipline |
| Cleveland-Cliffs | SVP Finance & Treasurer | Mar 2020–Sep 2021 | Managed liquidity through pandemic; advanced capital structure initiatives |
| Cleveland-Cliffs | VP Treasurer | Jan 2018–Mar 2020 | Treasury leadership supporting financing and risk management |
| Cleveland-Cliffs | Assistant Treasurer | Sep 2016–Jan 2018 | Early treasury role supporting financing |
| Jefferies; Deutsche Bank | Investment Banker | Not disclosed | Advised on capital markets and M&A; experience applied to CLF transformations |
External Roles
No public company directorships or external governance roles disclosed for Celso Goncalves Jr. .
Fixed Compensation
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Base Salary ($) | $660,000 | $750,000 | $850,000 |
| Target Bonus (% of base) | 100% | 100% | 120% (threshold 60%, max 240%) |
Performance Compensation
2024 EMPI (Annual Incentive) scorecard and payout:
| Metric | Weight | Threshold | Target | Maximum | 2024 Actual | Payout (% of max) |
|---|---|---|---|---|---|---|
| Adjusted EBITDA ($mm) | 50% | $1,400 | $1,700 | $2,000 | $780 | 0% |
| Safety (TRIR improvement) | 10% | 3.5% | 5.0% | 6.5% | 26.2% | 200% |
| Strategic Initiatives | 40% | — | — | — | Achieved but reset to 0% via negative discretion | 0% |
| Total Funding | — | — | — | — | — | 20% |
Resulting 2024 EMPI payout for Celso: $204,000 (20% of $1,020,000 target) .
2023 EMPI (Annual Incentive) scorecard and payout:
| Metric | Weight | Threshold | Target | Maximum | 2023 Actual | Payout (% of max) |
|---|---|---|---|---|---|---|
| Adjusted EBITDA ($mm) | 50% | $1,200 | $1,600 | $2,000 | $1,911 | 177.8% (88.9% weighted) |
| Safety (TRIR improvement) | 10% | 8.0% | 10.0% | 12.0% | 25.4% | 200% |
| Strategic Initiatives | 40% | — | — | — | Max achieved | 200% (80% weighted) |
| Total Funding | — | — | — | — | — | 188.9% |
Resulting 2023 EMPI payout for Celso: $1,416,750 .
Long-Term Incentive (LTI) structure and 2024 grants:
- Mix: 34% performance cash, 33% performance shares (PSUs), 33% RSUs; three-year cliff vesting, relative TSR vs metals/mining peer group; payout range 0–200% .
- 2024 grant date: Feb 21, 2024; Celso target performance cash $1,300,500; target PSUs 66,574; RSUs 66,574; PSUs/RSUs determined using 60-day avg price ($18.96) and grant date prices (PS fair value references; RSU grant date price $19.54) .
Multi‑Year Compensation (Summary Compensation Table)
| Component ($) | 2022 | 2023 | 2024 |
|---|---|---|---|
| Salary | $660,000 | $750,000 | $850,000 |
| Stock Awards | $2,167,293 | $3,152,903 | $3,322,043 |
| Non‑Equity Incentive Plan | $714,669 | $1,555,254 | $204,000 |
| Change in Pension Value & NQDC Earnings | — | $210,100 | $55,700 |
| All Other Compensation | $71,197 | $72,357 | $62,339 |
| Total | $3,613,159 | $5,740,614 | $4,494,082 |
Equity Ownership & Alignment
Beneficial ownership (common shares):
| Date | Shares Beneficially Owned |
|---|---|
| Feb 28, 2022 | 60,752 |
| Mar 20, 2023 | 114,170 |
| Mar 18, 2024 | 134,293 |
| Mar 17, 2025 | 172,123 |
Stock ownership guideline compliance (value multiples of salary; includes direct shares and unvested RSUs):
| As of | Direct Value ($) | RSU Value ($) | Total Value ($) | Required Multiple | Required Value ($) | Actual Multiple |
|---|---|---|---|---|---|---|
| Dec 31, 2021 | $832,703 | $854,109 | $1,686,812 | 3x | $1,650,000 | 3.1x |
| Dec 31, 2022 | $1,482,467 | $1,536,891 | $3,019,358 | 3x | $1,980,000 | 4.6x |
| Dec 31, 2023 | $2,062,250 | $2,000,504 | $4,062,754 | 3x | $2,250,000 | 5.4x |
| Dec 31, 2024 | $2,234,964 | $2,728,812 | $4,963,776 | 3x | $2,550,000 | 5.8x |
Unvested vs vested equity (as of Dec 31, 2024; market value at $9.40 per share):
- Unvested RSUs: 66,574 (2024 LTI, vests Dec 31, 2026), market value $625,796 .
- Unvested PSUs (shown at threshold): 33,287 (2024 LTI, performance/vesting Dec 31, 2026), market value $312,898 .
- 2023 cycle unvested RSUs: 60,961 (vest Dec 31, 2025), market value $573,033 .
- 2023 cycle unvested PSUs (threshold): 30,481 (performance/vesting Dec 31, 2025), market value $286,521 .
- 2022 RSUs vested Dec 31, 2024; value realized $425,670; 2022 PSUs paid 0% .
Pledging/hedging and insider policy:
- None of the directors or executive officers, including the CFO, have pledged Company shares; CLF prohibits hedging and pledging by officers under its Insider Trading Policy .
Employment Terms
- No executive employment agreements; CLF emphasizes best-practice governance (no option repricing; no excise tax gross-ups) .
- Change-in-control (CIC) severance: double-trigger vesting; for EVP-level officers (incl. CFO) 2x base salary + 2x target annual incentive; welfare benefits up to 24 months; SERP benefits continuation 24 months; outplacement up to $17,500; tax/financial planning up to $15,000 per year for two years; non-compete, confidentiality, and non-solicit covenants apply and a release is required .
Potential payments for Celso L. Goncalves Jr. at Dec 31, 2024 termination without cause after CIC:
| Component | Amount ($) |
|---|---|
| Cash Severance | $3,740,000 |
| Non-Equity Incentive Comp (target) | $3,468,000 |
| Equity (acceleration per plan) | $2,397,700 |
| Retirement (SERP-related) | $520,200 |
| NQDC | $67,300 |
| Other (health & welfare, outplacement, perqs) | $79,700 |
| Total | $10,272,900 |
Clawback:
- NYSE/SEC-compliant clawback policy for incentive-based compensation for restatements; supplemental misconduct clawback remains in place for awards received before Oct 2, 2023 or not covered by the primary policy .
Perquisites and Deferred Compensation (2024)
Perquisites and other comp detail (2024):
| Item | Amount ($) |
|---|---|
| Paid Parking | $4,200 |
| Financial Services | $11,100 |
| 401(k) Matching | $13,200 |
| NQDC Matching | $20,800 |
| Other (incl. personal aircraft $11,994; ground transport $1,045) | $13,039 |
| Total | $62,339 |
Deferred compensation (2024):
- Registrant NQDC contributions $20,800; aggregate earnings $513; year-end NQDC balance $67,345 .
Related Party Transactions and Governance
- Relationship: CFO is the son of the Chairman/CEO; both are NEOs. Compensation arrangements for both were reviewed and approved by the Audit Committee under the related party transactions policy .
- Say‑on‑Pay: Support fell to ~75% in 2024 from 93% in 2023; Compensation Committee responded with stricter alignment, including 2024 strategic initiative payout reset to 0% despite achievement, reflecting shareholder experience in a weak year .
Compensation Structure Analysis
- Shift toward equity and performance-based pay maintained; no stock options granted in recent years; LTI in PSUs/RSUs with relative TSR and three-year cliffs .
- 2024 target bonus for CFO increased from 100% to 120% to reflect expanded responsibilities (including business development), but payout sharply reduced to 20% due to EBITDA miss; Committee exercised negative discretion to zero out strategic payout despite completion, signaling discipline .
- 2022–2024 LTI performance cycle paid at 0% on PSUs/performance cash, underscoring pay-for-performance amid below-threshold relative TSR .
- Strong ownership alignment: CFO exceeds 3x guideline at 5.8x base salary; no pledging; mandatory holding of 50% of net shares until guideline is met .
Equity Ownership & Vesting Schedules (Insider Selling Pressure)
- Upcoming vesting events: 2023 RSUs/PSUs vest/performance on Dec 31, 2025 (60,961 RSUs; 30,481 PSUs at threshold), and 2024 RSUs/PSUs on Dec 31, 2026 (66,574 RSUs; 33,287 PSUs at threshold). As of Dec 31, 2024, these represent ~$1.8 million of unvested equity at $9.40/share, a potential source of selling to cover taxes at vest dates; insider policy precludes hedging/pledging and subjects trading to blackout windows .
Performance & Track Record
- 2023 capital allocation: returned $152 million via share repurchases; record liquidity of $4.5 billion; net debt reduced to $2.9 billion, below target .
- 2024 capital return: $733 million repurchases; stronger safety performance (TRIR 0.9) but weak EBITDA; management recommended negative discretion on strategic payouts .
- Relative TSR drives LTI; the 2022–2024 cycle paid 0% given the 9.6th percentile outcome, aligning realized pay with modest stock performance versus peers .
Investment Implications
- Pay-for-performance discipline is evident: 2024 EMPI funded at 20% and 2022–2024 LTI paid 0%; this reduces near-term cash outflows and signals alignment with shareholder experience .
- Upcoming RSU/PSU cliffs in 2025 and 2026 could create episodic supply from tax-related sales; total unvested units as of YE 2024 approximate 191,303 at threshold, implying event-driven trading windows around year-end vest dates .
- Governance mitigants to risk: no pledging/hedging, NYSE-compliant clawback, double-trigger CIC, and no employment contracts/tax gross-ups; related-party oversight in place given family relationship .
- Ownership alignment is strong (5.8x salary), and the CFO’s expanded remit (bonus target to 120%) ties incentives to EBITDA, safety, and strategic execution; monitor say-on-pay trends (75% in 2024) for ongoing shareholder sentiment while tracking EBITDA recovery and relative TSR to gauge future LTI realization .