James Graham
Executive Vice President, Chief Legal and Administrative Officer & Secretary at 
CLEVELAND-CLIFFS
CLEVELAND-CLIFFSExecutive
About James Graham
James D. Graham is Executive Vice President, Chief Legal and Administrative Officer & Secretary at Cleveland-Cliffs. He has served as EVP, Chief Legal Officer & Secretary since November 2014, expanded to EVP, Human Resources, Chief Legal & Administrative Officer & Secretary (April 2022–January 2024), and assumed his current title in January 2024; he is 59 years old as of February 25, 2025 . During his tenure, Cliffs transformed into a leading North American steel producer; company Adjusted EBITDA moved from $5,277M (2021) to $780M (2024), with Net Income from $3,033M (2021) to a $(708)M loss (2024) amid industry cyclicality . Company TSR (value of $100) was $265.34 (2021) and $114.55 (2024), reflecting sector headwinds; CEO and non-PEO CAP tracked those swings .
| Metric | 2020 | 2021 | 2022 | 2023 | 2024 |
|---|---|---|---|---|---|
| Net Income (USD MM) | $(81) | $3,033 | $1,376 | $450 | $(708) |
| Adjusted EBITDA (USD MM) | $353 | $5,277 | $3,169 | $1,911 | $780 |
| TSR – Value of $100 | $177.46 | $265.34 | $196.35 | $248.87 | $114.55 |
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Cleveland-Cliffs | EVP, Chief Legal and Administrative Officer & Secretary | Jan 2024–present | Oversees legal and administrative functions during ongoing integration and strategic initiatives (e.g., Stelco acquisition closing in Q4’24) . |
| Cleveland-Cliffs | EVP, Human Resources, Chief Legal and Administrative Officer & Secretary | Apr 2022–Jan 2024 | Combined HR with legal/administration through period of capital returns and decarbonization project selection . |
| Cleveland-Cliffs | EVP, Chief Legal Officer & Secretary | Nov 2014–Apr 2022 | Legal leadership during major M&A (AK Steel/ArcelorMittal USA, 2020 transformation) and financing activities, executing numerous subsidiary signings . |
External Roles
No public company directorships for Mr. Graham are disclosed in company filings .
Fixed Compensation
| Component | 2022 | 2023 | 2024 |
|---|---|---|---|
| Base Salary (USD) | $647,083 | $681,000 | $720,000 |
| Change in Pension Value & NQDC Earnings (USD) | $140 | $515,275 | $91,100 |
| All Other Compensation (USD) | $48,614 | $43,810 | $45,740 |
Perquisites detail (2024): paid parking $4,200; financial services $12,740; 401(k) match $13,800; NQDC match $15,000 . Pension present value (12/31/24): Pension Plan $564,300; SERP $892,500; credited service 17.8 years . NQDC (2024): company contributions $15,000; aggregate year-end balance $122,468 .
Performance Compensation
| Component | Design | Weighting/Targets | 2024 Outcome | Payout/Grant Details |
|---|---|---|---|---|
| Annual Incentive (EMPI) | Cash; scorecard | 50% Adjusted EBITDA; 40% Strategic Initiatives; 10% Safety (TRIR) | EBITDA below threshold; Strategic at target but reduced to 0% via negative discretion; Safety at 200% → Total funding 20% | Base $720,000; Target 100%; Payout $144,000 (20% of target) |
| Long-Term Incentive (2024 grants) | 34% Performance Cash; 33% Performance Shares; 33% RSUs; 3-year cliff (Dec 31, 2026) | Performance Cash/Shares: Relative TSR vs Metals & Mining peer set; payout 0–200% (25th/50th/75th percentile) | 2022 performance cycle (2022–2024) paid 0% in Jan 2025 (relative TSR 9.6th percentile) | 2024 Target Performance Cash $979,200; Performance Shares 50,127 target units; RSUs 50,127; grant date 2/21/2024 |
Detailed 2024 EMPI mechanics:
- Threshold/Target/Max for Adjusted EBITDA: $1.4B/$1.7B/$2.0B; actual $780MM; 0% funded .
- Safety Scorecard exceeded maximum; Safety funded at 200% (weighted 10%) .
- Strategic Initiatives achieved, but reset to 0% via negative discretion given overall financial performance .
Equity Ownership & Alignment
| Item | Value |
|---|---|
| Beneficial Ownership (3/17/2025) | 424,098 shares; <1% of outstanding; none pledged |
| Ownership Guideline | 3x base salary for EVP/SVP; must hold 50% net profit shares until compliant |
| Compliance Status (12/31/2024) | Approx. 11.7x base salary; Direct shares 398,546; RSUs 135,557; Total 534,103 shares |
| Hedging/Pledging Policy | Prohibits hedging and pledging by officers and directors |
Upcoming vesting and potential supply:
- RSUs outstanding: 50,127 (2024 grant; vests 12/31/2026) and 49,202 (2023 grant; vests 12/31/2025); valued at $471,194 and $462,499 at $9.40 closing price on 12/31/2024 .
- Performance shares shown at threshold for disclosure: 25,064 (2024–2026) and 24,601 (2023–2025); vesting subject to relative TSR; valued $235,602 and $231,249 at $9.40 .
- 2022 RSUs vested 12/31/2024; 36,228 shares; value realized $340,543 at $9.40 .
- Option activity: exercised 24,154 options on 3/6/2024; value realized $299,268; exercise value $20.09; grant price $7.70 .
Implications for insider selling pressure:
- 2022 performance awards paid 0% (no performance shares delivered), reducing near-term incremental supply from that cycle .
- No pledging and strong ownership multiple reduce forced-selling risk .
Employment Terms
- No employment agreement (company does not offer employment contracts for executive officers) .
- Change-in-control (double-trigger) severance: 2x (CEO 3x) salary + target bonus; continued welfare benefits (24 months for EVP/SVP); SERP benefit continuation (24 months for EVP/SVP); outplacement up to $17,500; financial planning up to $15,000/year for 2 years; non-compete, confidentiality, non-solicit covenants; clawback policy applies .
- Illustrative potential payouts for Mr. Graham (as of 12/31/2024): termination without cause after CIC total $9,113,300 (cash severance $2,880,000; incentive at target $2,625,400; equity $1,867,400; retirement benefits $1,540,100; other $77,900; NQDC $122,500) .
Compensation Structure Analysis
- Cash vs equity mix: 2024 total comp $3.50M comprised of salary $0.72M, stock awards $2.50M (performance shares and RSUs), annual incentive $0.144M, pension change $0.091M, perqs $0.046M (equity-heavy, performance-contingent) .
- Annual incentive rigor: Adjusted EBITDA target set at $1.7B; with actual below threshold, financial metric paid 0%; strategic portion reset to 0% via negative discretion despite achievement, aligning with shareholder experience (CY2024 net loss) .
- LTI emphasis on relative TSR over three years (0–200% payout) maintains alignment with long-term investor returns; recent 2022–2024 cycle paid 0% given 9.6th percentile relative TSR .
- Clawbacks: NYSE-compliant mandatory restatement clawback and supplemental misconduct-based policy broaden recoupment scope beyond financial metrics .
- Hedging/pledging prohibition and ownership guidelines reinforce alignment and mitigate risk of misaligned incentives .
Multi-year compensation (James D. Graham):
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Salary (USD) | $647,083 | $681,000 | $720,000 |
| Stock Awards (USD) | $1,733,872 | $2,544,728 | $2,501,338 |
| Non-Equity Incentive (USD) | $948,324 | $1,598,460 | $144,000 |
| Pension/NQDC Change (USD) | $140 | $515,275 | $91,100 |
| All Other Comp (USD) | $48,614 | $43,810 | $45,740 |
| Total (USD) | $3,378,033 | $5,383,273 | $3,502,178 |
Say-on-Pay & Shareholder Feedback
- 2024 Say-on-Pay received ~75% approval vs 93% in 2023; committee increased rigor and applied negative discretion to strategic payouts, emphasizing alignment with shareholder experience .
- Ongoing shareholder engagement with top holders (>45% of shares) included compensation feedback and governance discussions .
Compensation Peer Group
- Comparator group (2024 review) includes U.S. industrials/metals peers such as Nucor, Steel Dynamics, U.S. Steel, Reliance, Alcoa, Freeport-McMoRan, PPG, Parker-Hannifin, PACCAR, Trane, DuPont, Johnson Controls; target LTI positioned above market median to retain talent .
Expertise & Qualifications
- Long-standing senior legal executive at Cliffs with responsibility across legal, administrative, and human resources functions at various times since 2014; executes complex M&A/financing documentation and corporate governance across subsidiaries (numerous executed agreements/signatures) .
Work History & Career Trajectory
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Cleveland-Cliffs | EVP, Chief Legal Officer & Secretary (and later HR/Administrative) | 2014–present | Progressed from CLO to broader administrative leadership, reflecting expanded remit . |
Equity Vesting Schedules (Current Cycle Focus)
| Award | Grant Date | Quantity | Vest/Performance Period | Notes |
|---|---|---|---|---|
| RSU (2024 LTI) | 2/21/2024 | 50,127 | Vests 12/31/2026 | Time-based; retention-focused |
| Performance Shares (2024 LTI, target) | 2/21/2024 | 50,127 | 2024–2026 (Dec 31, 2026) | Relative TSR; 0–200% payout |
| RSU (2023 LTI) | 2/21/2023 | 49,202 | Vests 12/31/2025 | Time-based |
| Performance Shares (2023 LTI, threshold shown) | 2/21/2023 | 24,601 | 2023–2025 (Dec 31, 2025) | Relative TSR; 0–200% payout |
| RSU (2022 LTI) | 2022 | 36,228 vested 12/31/2024 | 2022–2024 | Value on vest $340,543 at $9.40 |
| 2015 Options | Various | 24,154 exercised 3/6/2024 | N/A | Value realized $299,268; exercise value $20.09; grant $7.70 |
Risk Indicators & Red Flags
- Hedging and pledging prohibited; none of executive/officer shares pledged; reduces alignment risk concerns .
- No employment agreements (limits guaranteed pay); robust clawback policy in place for restatements and misconduct .
- Related party note pertains to CEO/CFO relationship; no Graham-specific related party transactions disclosed .
Employment Terms (Severance & Change-of-Control Economics)
| Scenario (as of 12/31/2024) | Cash Severance | Incentive (Target/Other) | Equity | Retirement Benefits | NQDC | Other | Total |
|---|---|---|---|---|---|---|---|
| Termination without cause after CIC | $2,880,000 | $2,625,400 | $1,867,400 | $1,540,100 | $122,500 | $77,900 | $9,113,300 |
Investment Implications
- Alignment: High equity orientation and strict policies (no hedging/pledging; clawbacks; ownership 11.7x salary) suggest strong alignment and low forced-selling risk; upcoming RSU/PSU vestings are sizable but spread over 2025–2026 .
- Incentive rigor: 2024 EMPI at 20% (financial 0%, strategy reset to 0%) and 0% payout on 2022–2024 PSUs demonstrate willingness to curb payouts when performance underwhelms, reducing pay-for-performance risk; however, this can dampen retention if multi-year underperformance persists .
- Retention risk: Change-in-control protections (2x multiple; continued benefits) and above-median LTI positioning mitigate near-term flight risk; ownership levels and role centrality further support retention .
- Trading signals: Near-term insider selling pressure appears modest—2022 PSUs paid 0% (no incremental shares), while RSU vestings (12/31/2025 and 12/31/2026) are the primary supply events; policy restrictions lessen opportunistic sales .