Gabriel Stoliar
CLEVELAND-CLIFFSAbout Gabriel Stoliar
Independent director of Cleveland-Cliffs Inc. since 2014; age 71. Former CFO and Head of Investor Relations, later Executive Director of Planning and Business Development at Vale S.A. (1997–2008); partner at Studio Investimentos (Brazilian equities) since 2009; prior board roles at Tupy S.A. (2009–2023) and LogZ Logistica Brasil S.A. (2011–2018). Education: B.S. in Production Engineering and postgraduate in Industrial Projects/Transportation from Universidade Federal do Rio de Janeiro; Executive MBA from PDG-SDE/RJ. Core credentials cited by CLF: metals/mining industry experience, extensive board service, and expertise in complex financial and banking matters .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Vale S.A. | CFO & Head of Investor Relations; later Executive Director of Planning & Business Development | 1997–2008 | Led finance/IR and strategic planning; expertise in complex financial and banking matters |
| Tupy S.A. | Director | 2009–2023 | Foundry/casting company director; long-tenure board experience |
| LogZ Logistica Brasil S.A. | Director | 2011–2018 | Ports logistics oversight |
External Roles
| Organization | Type | Role | Tenure | Notes |
|---|---|---|---|---|
| Studio Investimentos | Asset management (Brazilian equities) | Partner | Since 2009 | Investment firm partnership; no CLF-related transactions disclosed |
| Current public company directorships | — | None | — | CLF reports no other current public directorships |
Board Governance
- Committee assignments: Member, Strategy and Sustainability Committee; this committee is chaired by the CEO (Lourenco Goncalves) and includes independent directors Bloom, Stoliar, Taylor, Yocum .
- Independence: Board determined Stoliar is independent under NYSE standards; no material relationship with CLF .
- Attendance: In 2024 the Board held 13 meetings; each director attended at least 98% of Board and committee meetings; all then‑serving directors standing for re‑election attended the 2024 Annual Meeting . In 2023, Board held 15 meetings; attendance was at least 95% .
- Years of service: Director since 2014 .
| Year | Board Meetings | Director Attendance |
|---|---|---|
| 2023 | 15 | ≥95% |
| 2024 | 13 | ≥98% |
Fixed Compensation
| Component ($) | 2023 | 2024 |
|---|---|---|
| Fees earned or paid in cash | 160,000 | 160,000 |
| Stock awards (grant date fair value) | 139,986 | 139,988 |
| All other compensation | — | — |
| Total | 299,986 | 299,988 |
Director cash compensation schedule (reference for 2023; paid quarterly):
- Annual Board retainer: $160,000
- Lead Director retainer: $100,000
- Committee chair retainers: Audit $30,000; Compensation $20,000; Governance $15,000
- No pension/retirement plan for nonemployee directors; customary meeting expenses reimbursed
- Director charitable matching program (Foundation matches up to $1,500/year)
Additional alignment features:
- Retainer Share Election Program: Stoliar elected to take portions of cash retainer in CLF shares in 2023 and 2024 (shares must be held ≥6 months) .
Performance Compensation
Directors receive time-based restricted share awards (not performance-based). Deferral optionality available via the Directors’ Plan; deferred share accounts accrue dividend equivalents; payout on termination, death, or change in control . Restricted share awards generally vest 12 months from grant date .
| Metric | 2023 | 2024 |
|---|---|---|
| Grant date | Apr 26, 2023 | Apr 25, 2024 |
| Shares granted (#) | 9,433 | 7,679 |
| Grant date fair value per share ($) | 14.84 | 18.23 |
| Aggregate grant date fair value ($) | 139,986 | 139,988 |
| Vesting terms | Generally 12 months, time-based | Generally 12 months, time-based |
No performance metrics (e.g., TSR, EBITDA) are tied to director equity awards; they are time-based restricted shares under the Directors’ Plan .
Other Directorships & Interlocks
| Organization | Public/Private | Role | Tenure | Potential Interlock Risk |
|---|---|---|---|---|
| Tupy S.A. | Public | Director | 2009–2023 | None disclosed with CLF |
| LogZ Logistica Brasil S.A. | Private | Director | 2011–2018 | None disclosed with CLF |
| Studio Investimentos | Private | Partner | Since 2009 | No related-party dealings disclosed |
Expertise & Qualifications
- Metals and mining industry expertise; extensive board experience; complex financial/banking competency from Vale CFO and executive roles .
- Education: B.S. & postgraduate studies in Production Engineering (UFRJ); Executive MBA (PDG-SDE/RJ) .
Equity Ownership
| Metric | Value |
|---|---|
| Beneficial ownership (shares) | 262,461 (sole voting/investment power) |
| Unvested restricted/deferred shares subject to forfeiture | 7,679 (as of Dec 31, 2024) |
| Shares pledged as collateral | None (for all directors/executives) |
| Director share ownership guideline | ≥6x annual retainer ($160,000) = $960,000 market value within 5 years |
| Compliance status (guidelines) | All nonemployee directors in compliance as of Dec 31, 2023 |
| Retainer Share Election participation | Elected portions of cash retainer in CLF shares (2023, 2024) |
Governance Assessment
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Strengths
- Independent director with high attendance (≥98% in 2024; ≥95% in 2023) supporting board effectiveness .
- Material personal stake (262,461 shares) with no pledging; holds unvested restricted shares, aligning incentives with shareholder outcomes .
- Opted into Retainer Share Election Program (taking retainer in shares), signaling ownership mindset .
- Deep sector and finance background from Vale and Brazilian markets, valuable for CLF’s strategy and capital allocation .
-
Potential risks/RED FLAGS
- Strategy & Sustainability Committee is chaired by the CEO, which may temper independent oversight of strategy and ESG; monitor committee dynamics and the balance of management vs. independent influence .
- No related-party transactions disclosed involving Stoliar; independence affirmed. Continue monitoring Studio Investimentos and any future dealings for RPT exposure .
-
Compensation structure analysis
- Stable year-over-year mix: Cash retainer $160,000 and equity ~$140,000 unchanged from 2023 to 2024; no guaranteed/performance-linked bonuses for directors; equity is time-based, not performance-based .
- Deferral and change-in-control payout features exist in the Directors’ Plan (for deferred share accounts), but no tax gross-ups or perquisites beyond charitable matching disclosed .
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Shareholder engagement and policies
- CLF conducts proactive shareholder outreach; lead independent director participates when requested (context for board responsiveness) .
- Majority voting policy and independence determinations in place; related-party transactions reviewed quarterly by disinterested Audit Committee members under a formal policy .