Douglas Taylor
CLEVELAND-CLIFFSAbout Douglas C. Taylor
Douglas C. Taylor, age 60, has served on Cleveland-Cliffs’ Board since 2014 and as Lead Director since August 2014. He brings extensive financial and strategic advisory investment experience from prior roles at Casablanca Capital LP (Managing Partner, 2010–2016) and Lazard Freres (Managing Director, 2002–2010), and served as CFO and director of Sapphire Industrials Corp. (2008–2010). Taylor holds a B.A. in Economics from McGill University and an M.A. in International Affairs from Columbia University’s School of International and Public Affairs; he is classified by the Board as independent under NYSE standards .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Casablanca Capital LP | Managing Partner | 2010–2016 | Activist and strategic advisory experience; public company advisory exposure |
| Lazard Freres | Managing Director | 2002–2010 | Investment banking and restructuring advisory; public company experience |
| Sapphire Industrials Corp. | Chief Financial Officer and Director | 2008–2010 | Public company finance leadership; board service |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Sapphire Industrials Corp. | Director | 2008–2010 | Former public directorship |
| — | — | — | Other current public directorships: None |
Board Governance
- Lead Director responsibilities: chairs executive sessions of independent directors; leads CEO evaluation; presides when Chair not present; liaison between Chair and independent directors; meets separately at least annually with each director .
- Committees and assignments for 2025:
- Compensation and Organization Committee: Chair (Taylor); members Baldwin and Michael; 3 members, all independent; 8 meetings in 2024 .
- Strategy and Sustainability Committee: member; 5 members (4 independent); 5 meetings in 2024 .
- Independence: Board determined Taylor to be independent under NYSE standards .
- Attendance: Board held 13 meetings in 2024; each director attended at least 98% of Board and committee meetings while serving; all standing for re-election attended the 2024 Annual Meeting .
- Executive sessions: non-management directors meet at least quarterly without management present .
- Shareholder engagement: Company reached out to top 25 shareholders in 2024–early 2025; independent Lead Director made available for these meetings .
Fixed Compensation
| Component | Amount (USD) | Notes |
|---|---|---|
| Annual Board Retainer | $160,000 | Paid quarterly; expenses reimbursed |
| Lead Director Retainer | $100,000 | Paid quarterly |
| Compensation Committee Chair Retainer | $20,000 | Paid quarterly |
| 2024 Cash Fees Earned (Taylor) | $280,000 | Sum of retainers above |
Performance Compensation
| Equity Award | Grant Date | Shares Granted | Grant-Date Fair Value | Vesting Terms | Notes |
|---|---|---|---|---|---|
| Restricted Shares | Apr 25, 2024 | 7,679 | $139,988 | Generally vest 12 months from grant date | RS awards at $18.23 per share; time-based vesting; directors receive dividends and may elect reinvestment |
- Director equity is time-based (restricted shares), not performance-based; no PSUs or options for nonemployee directors disclosed. Directors may elect to receive portions of cash retainers in shares via the Retainer Share Election Program (participants in 2024 were Miller, Bloom, Fisher, Stoliar; Taylor not listed) .
- Director charitable matching: up to $1,500 per year via the Foundation .
Performance Metric Table (Director Awards)
| Metric | Usage in Director Compensation | Weighting | Outcome |
|---|---|---|---|
| Performance-based metrics (e.g., EBITDA, TSR) | Not used for director equity; awards are time-based restricted shares | N/A | N/A |
Other Directorships & Interlocks
| Category | Detail |
|---|---|
| Current public company boards | None |
| Former public company boards | Sapphire Industrials Corp. (2008–2010) |
| Interlocks/overlaps | None disclosed; Board affirms independence for Taylor |
Expertise & Qualifications
- Extensive financial and strategic advisory investment experience, including advising public companies .
- Lead Director since Aug 2014, with deep experience in investment banking and hedge fund activism .
- Education: B.A. Economics (McGill), M.A. International Affairs (Columbia SIPA) .
Equity Ownership
| Item | Amount | Notes |
|---|---|---|
| Total beneficial ownership (common shares) | 100,536 | Sole voting and investment power; less than 1% of outstanding |
| Unvested restricted shares (as of 12/31/2024) | 7,679 | Subject to forfeiture until vest |
| Shares pledged as collateral | 0 | Company states none of directors/executives have pledged shares |
| Ownership guidelines | ≥6x annual retainer ($960,000) within 5 years | All nonemployee directors in compliance or on track as of 12/31/2024 |
Compensation Committee Analysis
- Composition: 3 independent members; Chair Douglas C. Taylor; members Baldwin and Michael; 8 meetings in 2024; oversees officer compensation, incentive plan criteria, succession planning, and employment/severance arrangements .
- Independent advisor: Pearl Meyer engaged since 2014; provides no other services; conflicts policy; consultant is independent; scope includes program design, pay/performance reviews, risk assessment, comparator group analysis, CD&A support .
- Shareholder feedback and response: Say-on-Pay approval declined to ~75% in 2024 (from 93% in 2023); Committee emphasized pay-for-performance by setting 2024 annual incentive financial payout at 0%, strategic initiatives at 0% after negative discretion, safety at 200%, for total 20% funding; 2022–2024 long-term performance awards paid 0% due to below-threshold relative TSR .
Board Governance Signals
- Strong independence and oversight:
- Lead Director role with robust responsibilities and quarterly executive sessions without management .
- High attendance (≥98%) across directors and committees .
- Formal related party transaction policy with Audit Committee review/approval; disclosure of executive family relationships and vendor relationships; no indication of director-related RPTs involving Taylor .
- Shareholder engagement: Lead Director available to top holders during 2024–25 outreach .
Governance Assessment
- Positives
- Independent Lead Director since 2014 with deep financial advisory background; chairs Compensation Committee—positioned to drive pay-for-performance discipline .
- High meeting attendance and structured executive sessions bolster independent oversight .
- Director compensation mix balances cash retainers with equity (time-based restricted shares), plus stringent ownership guidelines (≥6x retainer), supporting alignment; Taylor held 100,536 shares and had 7,679 unvested restricted shares as of year-end 2024; no pledging .
- Active shareholder engagement with Lead Director availability; Committee responsiveness to 2024 say-on-pay feedback via reductions and negative discretion .
- Watch items / RED FLAGS to monitor
- Executive family relationship (CFO is son of CEO) increases sensitivity around compensation and governance decisions; the company discloses and subjects such matters to Audit Committee review under its RPT policy—continued vigilance warranted from Compensation Committee chaired by Taylor .
- Say-on-Pay approval decline to ~75% in 2024 indicates investor scrutiny; although Committee actions (0% payouts on financial and strategic components) are aligned with shareholder experience, ongoing engagement and clarity on target rigor remain important .
Overall, Taylor’s independence, leadership as Lead Director, and chairmanship of the Compensation Committee, coupled with high attendance and ownership alignment, support board effectiveness. The disclosed related-party controls and Committee’s application of negative discretion mitigate conflict risk, but investor scrutiny—reflected in lower Say-on-Pay—places a premium on continued rigor and transparency in compensation oversight .