John Baldwin
CLEVELAND-CLIFFSAbout John T. Baldwin
Independent director of Cleveland-Cliffs Inc. since 2014; age 68. Former CFO with 25+ years’ financial leadership, previously SVP & CFO at Graphic Packaging (2003–2005), and audit committee chair at Metals USA Holdings and The Genlyte Group, bringing deep audit and complex transactions expertise. Education: B.S., University of Houston; J.D., University of Texas School of Law .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Graphic Packaging Corporation | Senior Vice President & Chief Financial Officer | 2003–2005 | Led finance; experience structuring/negotiating complex transactions |
| Metals USA Holdings Corp. | Director; Audit Committee Chair | 2006–2013 | Audit chair oversight at public steel processor |
| The Genlyte Group Incorporated | Director; Audit Committee Chair | 2003–2008 | Audit chair oversight at lighting manufacturer |
External Roles
| Category | Company/Institution | Role | Tenure |
|---|---|---|---|
| Current public board | None | — | — |
| Prior public boards | Metals USA Holdings Corp. | Director; Audit Chair | 2006–2013 |
| Prior public boards | The Genlyte Group Incorporated | Director; Audit Chair | 2003–2008 |
Board Governance
| Attribute | Details |
|---|---|
| Independence | Board determined Baldwin is independent under NYSE standards |
| Committees | Audit Committee (Chair); Compensation & Organization Committee (Member) |
| Financial Expert | Identified by Board as Audit Committee financial expert |
| Attendance | Board met 13 times in 2024; each director attended ≥98% of Board and committee meetings |
| Audit Committee cadence | 9 meetings in 2024 |
| Compensation Committee cadence | 8 meetings in 2024 |
| Election support (2025) | For: 251,352,177; Withheld: 10,126,716; Broker non-votes: 112,532,145 |
| Governance environment | Lead Independent Director in place; quarterly executive sessions without management |
Fixed Compensation
| Component | Amount ($) | Notes |
|---|---|---|
| Annual Board cash retainer | 160,000 | Paid in equal quarterly installments |
| Audit Committee Chair retainer | 30,000 | Annual |
| Total cash fees (2024) | 190,000 | Reported for J.T. Baldwin |
| Meeting fees | None | Not disclosed/none indicated |
| Charitable matching | Up to 1,500 | Available to all nonemployee directors via Foundation program |
| Retirement/pension | None | No director retirement plans funded |
Performance Compensation
| Equity Award | Grant Date | Shares (#) | Grant-Date Fair Value ($/sh) | Total Grant Value ($) | Vesting | Deferral Election |
|---|---|---|---|---|---|---|
| Restricted Share Award (Directors’ Plan) | Apr 25, 2024 | 7,679 | 18.23 | 139,988 | 12 months from grant; dividends may be reinvested | Baldwin elected full deferral into deferred shares |
- Director equity is time-based, not performance-based; no director-specific performance metrics are tied to awards. Share Ownership Guidelines require ownership of ≥6× annual retainer ($960,000) within 5 years; as of Dec 31, 2024, all nonemployee directors were compliant or on track .
Other Directorships & Interlocks
| Topic | Details |
|---|---|
| Related party transactions | 2024 RPT disclosures involve CFO/CEO family and Morgan Engineering; no Baldwin-specific related party transactions disclosed |
| Customer/supplier interlocks | Not disclosed for Baldwin |
| Consultant oversight | Board retains independent compensation consultant (Pearl Meyer) for executive/director compensation governance |
Expertise & Qualifications
- Retired CFO; extensive audit chair experience; broad transactional expertise in complicated financial negotiations .
- Audit Committee financial expert designation .
- Legal and finance training (B.S.; J.D.) supports rigorous oversight of controls, reporting, and compliance .
Equity Ownership
| Measure | Amount | Date/Context |
|---|---|---|
| Beneficial ownership (common shares) | 133,227 | As of Mar 17, 2025; none pledged |
| Unvested restricted/deferred shares subject to forfeiture | 7,679 | As of Dec 31, 2024 |
| Deferred share units balance | 67,329 | As of Dec 31, 2024 |
| Pledged shares | None | None of directors/executives have pledged shares |
| Ownership guideline status | In compliance or on track (director cohort) | As of Dec 31, 2024 |
Note: Beneficial ownership table is as of Mar 17, 2025; award balances are as of Dec 31, 2024, per proxy disclosures .
Insider Trades
- Attempted to retrieve Form 4 transactions for “Baldwin” at CLF for the last 24 months using the insider-trades skill; API returned 401 Unauthorized. No Form 4 table included due to tool unavailability. This analysis relies on proxy-reported ownership and award balances [ReadFile insider-trades SKILL.md] and attempted fetch error.
Governance Assessment
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Strengths (confidence signals)
- Independent Audit Committee Chair and designated financial expert; high committee cadence (9 meetings) and ≥98% attendance bolster oversight of controls, reporting integrity, and cyber risk .
- Clear independence determination; no Baldwin-specific related-party transactions or pledging; robust insider trading policy and director ownership guidelines support alignment .
- Equity deferral election and meaningful share ownership (133,227 shares; deferred units) indicate long-term alignment with shareholders .
- Strong shareholder support in 2025 director election (251.35M For) reinforces director legitimacy; Say-on-Pay received >90% support, suggesting compensation governance credibility (company-wide signal) .
-
Watch items/RED FLAGS
- Company-level related party dynamics (CEO–CFO familial relationship; Morgan Engineering vendor relationship) are reviewed under RPT Policy by Audit Committee; while not tied to Baldwin, continued vigilance is warranted given optics .
- Combined Chair/CEO structure persists; mitigated by Lead Independent Director and quarterly executive sessions. Investors often prefer independent chair; monitoring governance balance remains prudent .
- No director performance-based equity; alignment relies on ownership guidelines and retainer equity. Ensure ongoing compliance and discourage hedging/pledging (policy covers officers explicitly; directors follow Director Plan constraints) .
-
Implications for board effectiveness and investor confidence
- Baldwin’s audit leadership, legal/finance credentials, and high engagement materially enhance board assurance on financial reporting and control environment.
- Absence of personal conflicts and equity alignment are positives for governance quality and pay-for-performance alignment at the board level.
- Continued oversight of company-level RPTs and leadership structure balances will be key to maintaining investor confidence.
Appendix: Director Compensation Summary (2024)
| Metric | Value |
|---|---|
| Fees Earned/Paid in Cash ($) | 190,000 |
| Stock Awards ($) | 139,988 (7,679 shares at $18.23; fully deferred) |
| Total ($) | 329,988 |
Appendix: 2025 Annual Meeting Voting Results (Selected)
| Item | For | Against/Withheld | Broker Non-Votes |
|---|---|---|---|
| Election of John T. Baldwin | 251,352,177 | 10,126,716 (withheld) | 112,532,145 |
| Say-on-Pay (Advisory) | 236,209,168 | 23,583,564 (Against); 1,686,161 (Abstain) | 112,532,145 |