Edilson Camara - Director | CLEVELAND-CLIFFS (CLF) Executive Profile & Compensation

About Edilson Camara

Edilson Camara was appointed as an independent director of Cleveland-Cliffs (CLF) on November 12, 2025 and joined the Compensation and Organization Committee . He is CEO Emeritus and senior partner at Egon Zehnder; he served as CEO from 2018–2024 leading operations in 48 countries, and previously sat on the firm’s Executive Committee as well as its Finance and People Committees . His earlier career includes strategic planning and downstream operations roles at Holcim Group and Exxon/Esso in Brazil and Switzerland; he holds a BA in Economics (Federal University of Rio de Janeiro) and an MBA (IMD Lausanne) .

Past Roles

Organization	Role	Tenure	Committees/Impact
Egon Zehnder	Chief Executive Officer	2018–2024	Led global operations (48 countries, 69 offices, ~3,000 employees); executive assessment and leadership frameworks
Egon Zehnder	Executive Committee member; Finance and People Committees	Prior to 2018	Governance and oversight of firm strategy, finance, talent
Egon Zehnder	Managing Partner (Canada and Brazil)	Prior to 2018	Regional leadership; client development in industrial sectors
Holcim Group	Strategic planning / downstream operations	Early career	Industrial operations and planning experience
Exxon/Esso (Brazil/Switzerland)	Downstream operations	Early career	Global industrial and energy sector exposure

External Roles

Organization	Role	Tenure	Notes
Egon Zehnder	CEO Emeritus; Senior Partner, Industrial Practice	2024–present	Advises boards/C-suites; appraised >1,100 senior executives globally

Board Governance

Committee assignments: Compensation and Organization Committee member (oversight of officer compensation, succession planning, employment/severance arrangements, and use of outside experts) .
Independence: Board determined Camara has no material relationship and is independent under NYSE standards .
Indemnification: Company expects to enter its standard director & officer indemnification agreement with Camara (form adopted in 2019) .
Board/committee activity context: In 2024, CLF’s Board held 13 meetings with ≥98% attendance by serving directors; standing committees include Audit, Compensation, Governance, Strategy & Sustainability .

Committee Assignment Detail

Committee	Role	Key Responsibilities
Compensation & Organization	Member	Oversees officer compensation programs; approves/ratifies CEO pay; succession planning; employment/severance; engages independent comp consultants

Fixed Compensation

As a nonemployee director, Camara’s pay follows CLF’s Directors’ Plan; per the 8-K, he will receive quarterly retainers and a prorated restricted share award under the plan .

Component	Amount	Notes
Annual Board Cash Retainer	$160,000	Paid quarterly
Lead Director Retainer	$100,000	For Lead Director only (not applicable to Camara)
Committee Chair Retainers	$30,000 (Audit); $20,000 (Comp); $15,000 (Governance)	Only for chairs (Camara is a member)
Equity Grant (Restricted Shares)	$140,000 grant-date value	Nonemployee directors receive annual restricted share awards; Camara to receive prorated award per 8-K
Deferrals	Available	Directors may defer share-denominated awards; dividend equivalents credited in deferred shares
Retainer Share Election Program	Available	Elect to receive portions of cash retainer in CLF shares; 6-month holding requirement
Charitable Match	Up to $1,500	Foundation matches director charitable donations

Performance Compensation

Director equity grants are time-based restricted shares (no performance metrics) .
Executive pay oversight context (Camara’s committee remit): CLF’s 2024 annual incentive (EMPI) metrics and outcomes:

Metric	Threshold	Target	Maximum	Weight	2024 Actual	Funding (%)
Adjusted EBITDA ($mm)	1,400	1,700	2,000	50%	780	0.0
Safety Scorecard (TRIR improvement)	3.5%	5.0%	6.5%	10%	26.2% improvement	200.0
Strategic Initiatives	—	—	—	40%	Achieved; reset to 0% payout per management recommendation	0.0
Total Funding	—	—	—	100%	—	20.0

Other Directorships & Interlocks

Company	Role	Committees	Notes
None disclosed	—	—	No public-company directorships disclosed in CLF’s 8-K/press release

Expertise & Qualifications

Global industrial leadership: Deep advisory experience in mining, metals, building materials, energy; >1,100 senior executive appraisals; succession and organizational design expertise .
Education: BA Economics (Federal University of Rio de Janeiro); MBA (IMD Lausanne) .
Geography: Canada/Brazil dual exposure; U.S. permanent resident .

Equity Ownership

Item	Requirement / Status
Director Share Ownership Guideline	Hold CLF shares equal to ≥6x annual retainer ($960,000) within 5 years
Camara Compliance Status	Newly appointed Nov 12, 2025; beneficial ownership not yet disclosed; guideline applies

Governance Assessment

Strengths: Independent appointment; direct placement on Compensation Committee overseeing pay and succession; extensive talent/succession expertise aligns with CLF’s governance priorities .
Alignment & incentives: Directors receive time-based restricted shares and robust ownership guidelines (6x retainer), promoting long-term alignment .
Controls & policies: Standard indemnification agreements; formal Related Party Transactions Policy with Audit Committee oversight .
Potential conflicts: None identified for Camara; note company-level related-party exposure (CFO is CEO’s son) reviewed/approved under RPT Policy, indicating established governance mechanisms to manage conflicts .
Attendance/engagement: Board historically shows high attendance (≥98% in 2024); Camara’s attendance to be monitored from appointment date .

Signals for investors: Appointment strengthens Compensation Committee expertise and succession oversight; independence and ownership guidelines support alignment; absence of disclosed related-party ties for Camara reduces conflict risk .