Ralph Michael III
CLEVELAND-CLIFFSAbout Ralph S. Michael, III
Independent director at Cleveland-Cliffs (CLF); age 70; director since 2020. He serves as Governance and Nominating Committee Chair and is a member of the Compensation and Organization Committee. Background includes senior banking leadership and extensive public-company board experience, notably AK Steel Holding Corporation committee chair roles and non-executive chairmanship, bringing deep finance and steel-sector oversight credentials .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| AK Steel Holding Corporation | Non-Executive Chairman; Chair, Management Development & Compensation Committee; Chair, Finance Committee | 2007–2020 | Steel-industry governance; compensation and finance leadership |
| Arlington Asset Investment Corporation | Director; Former Audit Committee Chair | 2006–2023 | Audit oversight, capital markets expertise |
| Key Energy Services Inc. | Lead Director; Audit Committee Chair | 2003–2016 | Governance leadership; audit chair experience |
| FBR & Co. | Director; Audit Committee Member | 2006–2013 | Financial oversight |
| Ohio Casualty Insurance Company | President & COO | 2005–2007 | Operating leadership |
| U.S. Bank (National Association) | President, U.S. Bank Oregon; Executive VP (West Commercial Banking; Private Asset Management) | 2003–2005 | Regional and business line leadership |
| PNC Financial Services Group | Executive VP & Group Executive (PNC Advisors, PNC Capital Markets, PNC Leasing); CEO PNC Corporate Banking | 1996–2002 | Corporate banking CEO and group leadership |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Fifth Third Bank, N.A. | Chairman, Greater Cincinnati Region | Since 2018 | Regional governance and stakeholder engagement |
| Fifth Third Bank, N.A. | Executive Vice President | Since 2010 | Senior banking leadership |
Board Governance
- Committee assignments: Governance and Nominating Committee Chair; Compensation and Organization Committee member .
- Independence: Board determined Mr. Michael is independent under NYSE standards, considering ordinary-course banking/financing relationships with Fifth Third Bank, N.A. and affiliates; independence affirmed by the Board .
- Attendance: The Board held 13 meetings in 2024; each director attended at least 98% of Board and committee meetings while serving .
- Lead Independent Director: Douglas C. Taylor; responsibilities include chairing executive sessions, CEO evaluation, liaison duties; executive sessions of non-management directors occur at least quarterly .
- Related-party oversight: Governance and Audit Committees jointly maintain procedures to review related party transactions; Audit reviews quarterly and must approve any such transactions with disinterested members .
Fixed Compensation
| Component (2024) | Amount ($) | Detail |
|---|---|---|
| Annual Board Retainer | 160,000 | Cash, paid quarterly |
| Governance Committee Chair Retainer | 15,000 | Cash, paid quarterly |
| Fees Earned or Paid in Cash (Total) | 175,000 | Sum of cash retainers |
| All Other Compensation | 1,500 | Director charitable matching program |
| Total Cash + Other | 176,500 | Cash plus charitable match |
Equity grant details:
| Grant Type | Grant Date | Shares/Units | Grant-Date Value ($) | Vesting |
|---|---|---|---|---|
| Restricted Shares (Annual) | Apr 25, 2024 | 7,679 shares | 139,988 (at $18.23/share) | Generally vest 12 months from grant |
Additional notes:
- Director Retainer Share Election Program allows cash retainers to be received in shares; 2024 participants were Miller, Bloom, Fisher, Stoliar (Michael not listed among participants) .
- No director retirement/pension plan funded for nonemployee directors; customary expenses reimbursed .
Performance Compensation
Company-level incentive metrics overseen by the Compensation Committee (relevant to Michael’s role):
| Metric | Threshold | Target | Maximum | Weight | 2024 Actual/Assessment | 2024 Funding (%) |
|---|---|---|---|---|---|---|
| Adjusted EBITDA ($mm) | 1,400 | 1,700 | 2,000 | 50% | Actual $780; below threshold | 0 |
| Safety Scorecard (TRIR improvement) | 3.5% | 5.0% | 6.5% | 10% | TRIR improved 26.2%; exceeds maximum metric | 200 (weighted to 20%) |
| Strategic Initiatives | — | — | — | 40% | Achieved initiatives; Committee exercised negative discretion due to overall financial performance | 0 (weighted) |
| Total EMPI Funding | — | — | — | 100% | — | 20 |
Compensation governance practices include use of an independent consultant (Pearl Meyer), double-trigger vesting for change-in-control, NYSE-compliant clawback, share ownership guidelines, and no tax gross-ups for CIC excise taxes .
Other Directorships & Interlocks
| Company | Status | Years | Notes |
|---|---|---|---|
| Current public boards | None | — | No current public company directorships |
| Arlington Asset Investment Corporation | Former Director | 2006–2023 | Former Audit Committee Chair |
| AK Steel Holding Corporation | Former Non-Executive Chair; Committee Chair | 2007–2020 | MD&C Chair; Finance Chair; steel-industry governance |
| Key Energy Services Inc. | Former Lead Director; Audit Chair | 2003–2016 | Energy-sector oversight |
| FBR & Co. | Former Director | 2006–2013 | Audit Committee member |
Potential interlocks/conflicts:
- Fifth Third Bank ordinary-course relationships were specifically considered in independence determination; Board concluded independence under NYSE standards .
Expertise & Qualifications
- Banking/finance executive with broad capital markets, audit, and compensation committee experience; over 16 years of steel-related board experience including AK Steel committee leadership and chair roles .
- Provides insights on complex banking and financial oversight matters; former audit committee leadership across multiple issuers .
- Education: BA in Economics (Stanford); MBA (UCLA) .
Equity Ownership
| Holder | Shares Beneficially Owned | Voting/Investment Power | Percent of Class | Pledged |
|---|---|---|---|---|
| Ralph S. Michael, III | 199,519 | Sole voting and investment power | Less than 1% | None pledged |
Ownership alignment:
- Director share ownership guidelines require 6× annual retainer ($960,000) within five years; as of Dec 31, 2024, all nonemployee directors were in compliance or on track .
Governance Assessment
- Strengths: Independent director with robust committee leadership; chairs Governance Committee and serves on Compensation Committee; strong attendance (≥98%); quarterly executive sessions; use of independent compensation consultant and robust pay governance controls (clawback, double-trigger CIC) .
- Alignment: Meaningful personal shareholding (199,519 shares), no pledging; equity-based annual director grant with 12-month vesting supports long-term alignment; share ownership guidelines in place and monitored quarterly .
- Potential conflicts: Banking/financing relationships with Fifth Third Bank considered by the Board; independence affirmed; no related-party transactions disclosed for Michael in 2024 under RPT Policy review .
- Investor signals: Say-on-Pay approval fell to ~75% in 2024 from 93% in 2023; Compensation Committee responded with rigorous targets and negative discretion (strategic initiatives reset to 0%)—an oversight posture consistent with pay-for-performance principles .