Susan Green
CLEVELAND-CLIFFSAbout Susan M. Green
Susan M. Green (age 65) has served on the Cleveland-Cliffs (CLF) Board since 2007; she is an experienced law and policy advocate who has worked as a labor organizer and attorney representing employees, unions, and benefit plans, and holds a J.D. from Yale Law School and an A.B. from Harvard College . She was originally proposed as a nominee by the United Steelworkers (USW) under a 2004 labor agreement, was not re-elected in the 2014 proxy contest, and was subsequently reappointed by the reconstituted Board on October 15, 2014; she has been re-elected each year since 2015 . She is independent under NYSE standards .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| U.S. Congress Office of Compliance | Deputy General Counsel | Nov 2007 – Sep 2013 | Enforced labor and employment laws for the Legislative Branch |
| U.S. Department of Labor | Various appointed roles | 1999 – 2001 | Senior policy/legal roles during Clinton Administration |
| Office of Senator Edward M. Kennedy | Chief Labor Counsel | 1996 – 1999 | Led labor counsel functions |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| — | — | — | Other current public company boards: None; Former public directorships: None |
Board Governance
- Committee assignments: Member, Governance and Nominating Committee; the committee is fully independent (3 of 3), met 7 times in 2024, and is chaired by Ralph S. Michael III with members Ron A. Bloom and Susan M. Green .
- Independence: The Board determined Ms. Green has no material relationship with CLF and is independent under NYSE standards .
- Attendance: In 2024, the Board held 13 meetings and each director attended at least 98% of Board and committee meetings while serving .
- Executive sessions: Non-management directors meet in executive session at least quarterly .
- Indemnification: CLF has indemnification agreements with each current director; the form was approved April 24, 2019, with a related trust agreement with KeyBank for enforcement reimbursement .
- Director nomination background: Under a 2004 agreement, USW may designate a Board candidate subject to Board processes; Ms. Green was originally proposed by USW (2007), not re-elected in 2014, then reappointed Oct. 15, 2014 and re-elected since 2015 .
- Governance Committee scope: Oversees director compensation plans/benefits and share ownership guidelines for directors; maintains procedures (with Audit) for related party transaction reviews relating to Board members .
Fixed Compensation
| Component | Amount | Period/Detail |
|---|---|---|
| Annual Board Cash Retainer | $160,000 | 2024 schedule |
| Governance Committee Chair Retainer | $15,000 | 2024 schedule (not applicable to Green; she is a member) |
| Meeting Fees | — | CLF does not list meeting fees; customary expenses reimbursed |
| Director | Fees Earned or Paid in Cash ($) | Stock Awards ($) | All Other Comp ($) | Total ($) |
|---|---|---|---|---|
| Susan M. Green | 160,000 | 139,988 | — | 299,988 |
Notes: Nonemployee directors may elect to receive portions of cash retainers in CLF shares under the Retainer Share Election Program (minimum six-month holding); participants in 2024 included other directors, not Green .
Performance Compensation
| Grant Date | Instrument | Shares Granted | Grant-Date Fair Value per Share | Total Grant-Date Fair Value | Vesting |
|---|---|---|---|---|---|
| Apr 25, 2024 | Restricted Shares (time-based) | 7,679 | $18.23 | $139,988 | Generally 12 months from grant date (Apr 25, 2025), subject to the Directors’ Plan terms and any deferral election |
- Dividends on restricted share awards may be received and reinvested; additional shares are subject to the same restrictions .
- As of Dec 31, 2024, Ms. Green held 7,679 restricted/deferred shares subject to forfeiture (i.e., unvested) .
- CLF’s nonemployee director compensation uses cash and time-based restricted shares; no performance-based metrics are disclosed for directors .
Other Directorships & Interlocks
| Category | Detail |
|---|---|
| Current public company boards | None |
| Former public company boards | None |
| Stakeholder designation | USW-designated candidate under 2004 agreement; reappointed after 2014 proxy contest |
Expertise & Qualifications
- Experienced law and policy advocate in public and private sectors; served as labor organizer and attorney for employees, unions, and employee benefit plans .
- Brings diverse labor-law experience and alternative stakeholder perspective to the Board .
- Education: J.D., Yale Law School; A.B., Harvard College .
Equity Ownership
| Holder | Total Beneficial Ownership (Shares) | Percent of Class | Investment/Voting Power | Pledged as Collateral | Unvested Restricted/Deferred Shares |
|---|---|---|---|---|---|
| Susan M. Green | 97,965 | <1% (per footnote) | Sole | None (Company states no pledged shares by directors/officers) | 7,679 |
Governance Assessment
- Independence and attendance: Independent under NYSE standards with strong attendance (≥98%), supporting board effectiveness .
- Committee role: As a Governance Committee member, Ms. Green is directly involved in oversight of director compensation plans, share ownership guidelines, and related-party transaction procedures for Board members—key governance levers affecting investor confidence .
- Ownership alignment: Holds 97,965 shares beneficially with no pledging; maintains unvested restricted shares consistent with the Directors’ Plan, indicating alignment via equity but no excessive leverage risk .
- Compensation structure: Mix of fixed cash retainer ($160k) and time-based equity ($139,988) with annual vesting; absence of meeting fees and availability of share-in-lieu elections reinforce standardized, transparent director pay .
- Potential conflicts and signals: Her original USW designation and reappointment post-2014 proxy contest reflect stakeholder representation and board continuity; there are no disclosed related-party transactions involving Ms. Green, and CLF’s RPT policy provides layered approvals and quarterly Audit Committee review .
RED FLAGS: None disclosed specific to Ms. Green (no pledging; independent status affirmed; high attendance). Broader company RPT items (CEO-CFO familial relationship; supplier relationship with executive’s family) exist but are managed via approvals; these do not implicate Ms. Green directly .