Executive compensation
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Composition of executive remuneration
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Composition of remuneration
Name | Type of compensation | How it works |
---|---|---|
Fixed Monthly portion
|
Fixed compensation
|
Aims to attract and retain executives with experience and skills consistent with the duties and responsibilities assigned to their management position.
|
Direct and indirect benefits
|
Fixed compensation
|
A package compatible with market practices, such as life insurance, medical and dental assistance, hospital care, meal vouchers, use of a company car with driver service, and a defined contribution supplementary pension plan. |
Annual Bonus
|
Short-term variable compensation
|
Based on performance against strategic challenges approved annually by the Board of Directors. Annual goals, both collective and specific, outline the expected economic-financial performance, safety, risk, sustainability and strategic topics. |
Vale Stock Program (PAV)
|
Long-term variable compensation - Performance Shares |
The award is linked to the relative TSR* against the peer group and absolute performance against ESG and ROIC metrics. Incentive for sustainable, long-term value creation, aligned with our shareholders' vision and talent retention. ¹ TSR corresponds to Total Shareholder Return |
Matching Program
|
Long-term variable compensation - Restricted Shares |
Executive Committee members are required to purchase common shares issued by the company using their own funds and to hold them for a minimum cycle of three years. Participation for other company leaders is voluntary. Incentive for sustainable, long-term value creation, aligned with our shareholders' vision and talent retention.
|
Evolution of remuneration
Changes in remuneration mix
CEO
2021: 11%
2022: 12%
2023E: 11%
2021: 19%
2022: 20%
2023E: 19%
2021: 70%
2022: 68%
2023E: 70%
Other Executive Committee members
2021: 29%
2022: 28%
2023E: 25%
2021: 29%
2022: 28%
2023E: 25%
2021: 42%
2022: 45%
2023E: 49%
Changes in remuneration mix | CEO | Other Executive Committee members | ||||
---|---|---|---|---|---|---|
2022
|
2023
|
2024P
|
2022
|
2023
|
2024P
|
|
Fixed Remuneration
|
12%
|
11%
|
11%
|
28%
|
26%
|
24,5%
|
Annual Bonus
|
20%
|
20%
|
20%
|
28%
|
26%
|
24,5%
|
Long-Term Incentives
|
68%
|
69%
|
69%
|
45%
|
48%
|
51%
|
Short-Term - Annual Bonus
Collective goals
Description: EBITDA (adjusted): achieve or exceed target EBITDA.
Fixed expenses: meet absolute budget target for fixed expenses per responsibility.
CEO:
30%/10%
Executive Committee:
CFO: 30% /10%
Technique: -
Others: 30%/20%
Description: Contribute to the continuous improvement of health and safety performance by identifying and reducing the number of potentially fatal accidents. This includes penalties for fatalities and life-changing injuries.
CEO: 10%
Executive Committee:
CFO: 10%
Technique: 30%
Others: 10%
Description: Contribute to the continuous improvement of process safety performance by identifying and reducing the number of minor and high-consequence incidents.
CEO: 7.5%
Executive Committee:
CFO: 7.5%
Technique: 27.5%
Others: 7.5%
Description: Improve community safety management, reducing exposure to the risk of adverse events.
CEO: 5%
Executive Committee:
CFO: 5%
Technique: 5%
Others: 7.5%
Description: Build a diverse talent pipeline at Vale, increasing the total number of women in the workforce and black individuals in leadership roles.
CEO: 7.5%
Executive Committee:
CFO: 7.5%
Technique: 7.5%
Others: 7.5%
Description: Deliver budgeted production volume for the Ferrous and Base Metals segment.
CEO: -
Executive Committee:
CFO: -
Technique: -
Others: 10%
Meta | Descrição | CEO | Comitê Executivo |
---|---|---|---|
Goal | Description | Executive Committee | |||
---|---|---|---|---|---|
Collective targets
|
CEO
|
CFO
|
Technical
|
Others
|
|
EBITDA (adjusted)
|
Measuring Vale’s operational performance and efficiency (excluding taxes, depreciation, and amortization). Considering adjustments to budgeted EBITDA related to Vale’s external factors (mainly price, exchange rate and Other external factors considered in the specifics of the business), i.e., the achievement is not impacted by external factors that do not depend on Vale’s actions.
|
35%
|
35%
|
-
|
35%
|
Safety
|
Reduce the Absolute number of recordable injuries with critical or catastrophic potential severity (N2). Includes penalty related to fatalities and lifes changed (N1).
|
15%
|
15%
|
25%
|
15%
|
P events
|
Reduce process events that result in an unplanned or uncontrolled release of hazardous energy or materials (loss of containment) involving operating equipment or assets
|
10%
|
10%
|
15%
|
10%
|
DEI
|
People (DEI):
- % of women in direct workforce. - % Black in leadership. |
10%
|
10%
|
10%
|
10%
|
Specific goals
Goals: Individual targets
Description: Individual targets are defined for each executive based on their scope of work. Targets can be executive-specific or shared to enhance cross-department collaboration and engagement.
CEO: 30%
Executive Committee
CFO: 30%
Technique: 30%
Others: 30%
Total
CEO: 100%
Executive Committee
CFO: 100%
Technique 100%
Other: 100%
Fixed Expense/ IOI for Projects VP
|
Fixed Expense: Guarantee cost management by each area. IOI: Financial and Economic Adherence to Short-term Forecast
|
7.5%
|
7.5%
|
7.5%
|
|
Specific Goals
|
Defined by executive, according to their focus. Goals can be specific to each Executive Vice President, or shared for greater engagement across areas.
|
22.5%
|
22.5%
|
50%
|
22.5%
|
Total
|
100%
|
100%
|
100%
|
100%
|
Long term
Explanatory note
Restricted shares: as outorgas das ações nesse modelo estão condicionadas a uma carência e/ou a metas de performance individuais ou coletivas.
Explanatory note
Performance shares: nesse caso, há um adendo nas regras de outorgas dessas ações baseado em metas de desempenho. No caso da Vale, o indicador de referência utilizado é o Total Shareholder Return (TSR) medido pela oscilação do preço das ações e dividendos pagos.
Fotógrafo: xxxx
Explanatory note
TSR: refers to the fluctuation (gain or loss) of the share price (including dividends distributed) over a period of time.
- Health and Safety (weight of 10%): measures exposure to incidents that may cause serious injuries and fatalities. The program started in 2024 factors into the performance assessment the records of N1 incidents (fatalities or life changed) in addition to the existing N2 incidents (serious injuries).
- Sustainability (weight of 15%): composed of two metrics, the first related to the reduction of greenhouse gas emissions (weight of 10%) and the second linked to Vale’s performance in the Corporate Sustainability Assessment - CSA, used to select companies for Dow Jones Sustainability Index - DJSI (weight of 5%).
Fotógrafo: xxxx
Learn more
Total remuneration of the Executive Committee
2021 Accrual period: 33,301,594
2022R Accrual period: 39,636,743
2023P Accrual period: 38,043,248
2021 Accrual period: 26,723,539
2022R Accrual period: 31,297,473
2023P Accrual period: 30,384,220
2021 Accrual period: 6,578,055
2022R Accrual period: 8,339,270
2023P Accrual period: 7,659,028
2021 Accrual period: 55,646,138
2022R Accrual period: 155,102,223
2023P Accrual period: 154,331,591
2021 Accrual period: 42,959,956
2022R Accrual period: 45,527,162
2023P Accrual period: 46,617,593
2021 Accrual period: 12,686,182
2022R Accrual period: 14,779,564
2023P Accrual period: 19,013,042
2021 Accrual period: 66,887,193
2022R Accrual period: 94,795,497
2023P Competência: 88,700,956
2021 Accrual period: 7,909,251
2022R Accrual period: 10,252,402
2023P Accrual period: 9,247,220
2021 Accrual period: 163,744,175
2022R Accrual period: 204,991,368
2023P Accrual period: 201,622,059
Executive Committee | 2022R | 2023R | 2024P |
---|---|---|---|
Fixed Annual Remuneration
|
39,636,743
|
37,790,009
|
39,259,494
|
Salary or management fees
|
31,297,473
|
30,394,104
|
31,859,648
|
Direct and indirect benefits
|
8,339,270
|
7,395,905
|
7,399,846
|
Variable and Shares
|
155,102,223
|
121,128,306
|
151,669,764
|
Annual Bonus
|
45,527,162
|
52,190,491
|
48,358,332
|
Equity-Based
|
94,795,497
|
68,177,217
|
85,834,280
|
14,779,564
|
760,598
|
17,477,152
|
|
Termination pay
|
10,252,402
|
9,991,991
|
7,302,922
|
Total
|
204,991,368
|
168,910,305
|
198,232,179
|
Funds allocated for bonuses linked to the strategy of hiring and retaining key personnel for the company, aiming for competitive rewards and alignment with market standards, if necessary
Individual Remuneration (R$)
Executive Committee - not including payroll charges
Maximum Remuneration
2020R (cash)
31.517.608
2021R (cash)
55.144.334
2022R (accrual)
59.948.670
2020R (cash)
6.668.017
2021R (cash)
11.309.941
2022R (accrual)
7.351.597
2020R (cash)
23.836.573
2021R (cash)
21.394.893
2022R (accrual)
21.375.534
Executive Committee (excluding charges) |
2021 * (cash) | 2022 (accrual) | 2022 (cash) |
2023 (accrual) |
2023 (cash) |
---|---|---|---|---|---|
Maximum Compensation
|
55,144,334
|
59,948,670
|
47,321,501
|
52,679,121
|
54,003,879
|
Minimum Compensation
|
11,309,941
|
7,351,597
|
6,709,801
|
6,962,649
|
4,232,026
|
Average Compensation
|
21,394,893
|
21,375,534
|
18,594,592
|
18,643,522
|
20,965,890
|
New executive compensation disclosures
The data provided, organized by salary grade, and the historical series from previous years show that the remuneration we pay to the CEO and other executives aligns with international practices and the specific challenges of our business as a global company, underscoring our commitment to responsible and prudent compensation practices.
Explanatory note
Living wage: a measure of remuneration that considers providing the means for an individual/family to acquire the goods and services necessary to achieve a basic and dignified standard of living (food, housing, education, transportation, leisure, culture, etc.) in line with the social and cultural expectations of the community and/or country where the individual is located.