Jane Cronin
CLEVELAND-CLIFFSAbout Jane M. Cronin
Jane Cronin, age 57, joined the Cleveland-Cliffs (CLF) board on January 3, 2025 and serves as an independent director and Audit Committee member. She is Senior Vice President – Finance at The Sherwin-Williams Company (since January 2025), with prior senior finance, controller, and internal audit leadership roles at Sherwin-Williams dating back to 1989. She holds a B.S. in Accountancy from Miami University (Ohio), is designated by CLF’s board as an “audit committee financial expert,” and beneficially owns 24,522 CLF shares; none of her shares are pledged. Her independence determination explicitly considered CLF’s ordinary-course purchases from Sherwin-Williams.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| The Sherwin-Williams Company | Senior Vice President – Finance | Jan 2025–present | Senior finance leadership at global manufacturer of paints/coatings |
| The Sherwin-Williams Company | Senior Vice President – Enterprise Finance | 2016–2024 | Enterprise finance leadership |
| The Sherwin-Williams Company | Senior Vice President – Corporate Controller; Vice President – Internal Audit & Loss Prevention; Vice President – Controller, Diversified Brands Division | 1989–2016 (various roles) | Accounting, internal audit/controls, divisional controller experience |
| Miami University (Ohio) | B.S. in Accountancy | — | Educational credential supporting audit/finance expertise |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| TransDigm Group Inc. | Director | Since 2021 | Audit Committee; Nominating & Corporate Governance Committee |
| The Sherwin-Williams Company | Senior Vice President – Finance | Jan 2025–present | Senior finance executive with manufacturing and integration experience |
Board Governance
- Committee assignments: Audit Committee member; designated “audit committee financial expert” along with other members. Audit Committee held 9 meetings in 2024; CLF’s board held 13 meetings, with each director attending at least 98% of board/committee meetings while serving.
- Independence: The board determined Cronin is independent under NYSE standards; her role at Sherwin-Williams was considered given CLF’s ordinary-course purchases from Sherwin-Williams.
- Engagement/attendance expectations: All serving directors are expected to attend board/committee meetings and the annual meeting; independent directors meet in executive session at least quarterly.
- Lead Independent Director: Douglas C. Taylor; responsibilities include executive sessions, CEO evaluation process, liaison role.
- Director nomination process: Cronin was first identified as a director candidate by CLF’s CEO, then evaluated through governance processes before appointment on January 3, 2025.
Fixed Compensation
| Component | Detail | Amount/Terms |
|---|---|---|
| Annual Board Retainer (cash) | Nonemployee director cash retainer (2024 program) | $160,000 |
| Lead Director Retainer (cash) | Incremental cash retainer (2024 program) | $100,000 |
| Committee Chair Retainers (cash) | Audit Chair; Compensation Chair; Governance Chair (2024 program) | $30,000; $20,000; $15,000 respectively |
| Meeting Fees | Not disclosed | — (customary expenses reimbursed) |
| Retirement/Pension | Nonemployee directors | No retirement/pension plan funded |
| Retainer Share Election Program | Optional election to receive cash retainers in CLF shares (established 2015) | Shares held ≥6 months; quarterly share count based on payment-date closing price |
| Charitable Match | Cleveland-Cliffs Foundation matching | Up to $1,500 per director per year |
| Director Share Ownership Guideline | 6x annual retainer market value | $960,000 target within five years of becoming a director |
Performance Compensation
| Element | Structure | Vesting/Metrics |
|---|---|---|
| Annual Director Equity Grant (restricted shares) | 2024 nonemployee director grant valued at $140,000 | Generally vest 12 months from grant date; 7,679 shares at $18.23 per share (Apr 25, 2024); time-based only, no performance metrics |
Note: Cronin was appointed in January 2025; her specific 2025 director grant amounts are not disclosed in the 2025 proxy. The program structure above reflects CLF’s latest disclosed director compensation framework.
Other Directorships & Interlocks
| Entity | Nature | Potential Interlock/Conflict | Board Determination |
|---|---|---|---|
| TransDigm Group Inc. | Public company directorship | Not disclosed whether CLF has material transactions with TransDigm | No related-party transaction disclosed regarding TransDigm |
| The Sherwin-Williams Company | Employer (SVP–Finance) | CLF purchases products from Sherwin-Williams (ordinary course) | Board determined Cronin independent; purchases considered in independence review |
Expertise & Qualifications
- Financial/accounting leadership at large public manufacturer; senior finance, controller, and internal audit roles at Sherwin-Williams.
- Audit and governance experience as TransDigm director (Audit; Nominating & Corporate Governance committees).
- Designated “audit committee financial expert” at CLF, evidencing technical proficiency in financial reporting and internal controls.
- Insider Trading Policy applies to directors; prohibits improper trading and sets compliance processes.
Equity Ownership
| Holder | Shares Beneficially Owned | Voting/Investment Power | Percent of Class | Pledged |
|---|---|---|---|---|
| Jane M. Cronin | 24,522 | Sole voting and investment power | — (<1%) | None pledged (directors/officers generally) |
Governance Assessment
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Strengths
- Independence affirmed despite employer relationship; related-party exposure managed under a written RPT Policy with Audit Committee quarterly review.
- Audit Committee membership and “financial expert” designation support board oversight of financial reporting, controls, and cybersecurity risk through committee processes.
- Robust director compensation governance: ownership guidelines (6x retainer), time-based equity (12-month vest), optional deferral and retainer share elections; no director pension plan; aligns with shareholder-friendly practices.
- Board engagement and attendance standards; independent director executive sessions at least quarterly; Lead Director role formalized.
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Watch items / RED FLAGS
- CEO identified Cronin’s candidacy before Governance Committee process; while permissible and disclosed, initial identification by management can be perceived as a potential influence on board composition—mitigated by committee evaluation and full board approval.
- Ordinary-course purchases from Sherwin-Williams (Cronin’s employer) present an inherent related-party exposure; independence determination explicitly considered this and deemed immaterial, but ongoing monitoring remains prudent.
- Broader governance environment: 2024 Say‑on‑Pay approval declined to ~75% (from 93% in 2023), signaling some investor dissatisfaction with executive pay rigor; not specific to Cronin but relevant to investor confidence and compensation oversight expectations.
- Noted family relationship between CEO and CFO (father/son) reviewed under RPT Policy and approved by Audit Committee; again not specific to Cronin, but a governance context that heightens scrutiny of independence and oversight.
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Policies supporting investor alignment
- Insider Trading Policy covering directors, officers, employees; independent compensation consultant; no option repricing without shareholder approval; double-trigger vesting in change-in-control for executive equity; clawback for executive incentives.
Overall: Cronin’s audit/finance depth and independent status, coupled with Audit Committee financial expert designation, strengthen CLF’s board effectiveness on financial oversight. The Sherwin-Williams relationship is disclosed and monitored; continued transparency on any transactions and adherence to RPT policy mitigate conflict risk. Declining Say‑on‑Pay support elevates expectations for rigorous compensation oversight across the board.