Executive compensation

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Composition of executive remuneration

In recent years, we have actively engaged with investors, conducted market research, and analyzed data and performance metrics to enhance our compensation practices. This has supported improved strategy execution, competitiveness, alignment with shareholder interests, and our cultural transformation.

We have chosen to place more focus and emphasis on equity-based programs for Executive Committee members. The goal is to increase alignment with international market practices and shareholder interests, and to share risks and results with the Company's key executives. The new compensation model has been integrated into the annual performance review process for executives.

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Changes in remuneration mix

Short-Term

Long term

New disclosures

Type of remuneration	Purpose	Initiatives	Targets factored
Fixed remuneration	Attract and retain executives with experience and competence consistent with the role’s scope of duties and responsibilities.	-	-
Annual bonus	Recognize the executive’s contribution to the year’s results, encouraging them to overcome challenges, achieve sustainable results, and manage risks effectively.	Annual bonus.	ESG metrics help to build a more diverse pipeline at Vale; these include metrics related to occupational and community safety.
Long-term incentive (equity-based)	Promote long-term retention and commitment, generating value.	Matching Program and Vale Stock Program (PAV).	ESG Metrics included since 2020. In 2022, the weight of ESG metrics changed from 20% to 25%.

Type of remuneration

Purpose

Initiatives

Targets factored

Fixed remuneration

Attract and retain executives with experience and competence consistent with the role’s scope of duties and responsibilities.

Annual bonus

Recognize the executive’s contribution to the year’s results, encouraging them to overcome challenges, achieve sustainable results, and manage risks effectively.

Annual bonus.

ESG metrics help to build a more diverse pipeline at Vale; these include metrics related to occupational and community safety.

Long-term incentive (equity-based)

Promote long-term retention and commitment, generating value.

Matching Program and Vale Stock Program (PAV).

ESG Metrics included since 2020. In 2022, the weight of ESG metrics changed from 20% to 25%.

Changes in remuneration mix

CEO

Fixed Remuneration

2021: 11%
2022: 12%
2023E: 11%

Annual Bonus

2021: 19%
2022: 20%
2023E: 19%

Long-Term Incentives

2021: 70%
2022: 68%
2023E: 70%

Other Executive Committee members

Fixed Remuneration

2021: 29%
2022: 28%
2023E: 25%

Annual Bonus

2021: 29%
2022: 28%
2023E: 25%

Long-Term Incentives

2021: 42%
2022: 45%
2023E: 49%

Changes in remuneration mix	CEO			Other Executive Committee members
	2021	2022	2023E	2021	2022	2023E
Fixed Remuneration	11%	12%	11%	29%	28%	25%
Annual Bonus	19%	20%	19%	29%	28%	25%
Long-Term Incentives	70%	68%	70%	42%	45%	49%

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Short-Term - Annual Bonus

Significant improvements are planned for our short-term target dashboard, to be implemented in 2023. The improved targets will support more efficient allocation of capital expenditure, place greater weight on financial metrics, and introduce production volume metrics for some executives, supporting our production commitments.

ESG Targets: We remain committed to building a diverse talent pipeline at Vale. This includes increasing the total number of women in the workforce and black individuals in leadership roles. In addition, we continue to pursue our ambition to be a "benchmark in safety" and a "leader in sustainable mining,” and this is supported by targets related to occupational and community safety. Further expanding our approach to safety, a process safety indicator has been introduced for the 2023 Cycle, building on the risk management process initiated in 2020.

Collective goals

Goal: Economic/financial

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%

Goal: Safety

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%

Goal: P Events

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%

Goal: Sustainability

Description: Improve community safety management, reducing exposure to the risk of adverse events.

CEO: 5%

Executive Committee:

CFO: 5%
Technique: 5%
Others: 7.5%

Goal: Diversity, Equity and Inclusion

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%

Goal: Volume

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	CEO		Executive Committee
Collective goals			CFO	Technical	Others
Economic/financial	EBITDA (adjusted): achieve or exceed target EBITDA.	30%	30%	-	30%-20%
Economic/financial	Fixed expenses: meet absolute budget target for fixed expenses per responsibility.	10%	10%	-	10%
Safety	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.	10%	10%	30%	10%
P Events	Contribute to the continuous improvement of process safety performance by identifying and reducing the number of minor and high-consequence incidents.	7.5%	7.5%	27.5%	7.5%
Sustainability	Improve community safety management, reducing exposure to the risk of adverse events.	5%	5%	5%	5%
Diversity, Equity and Inclusion	Build a diverse talent pipeline at Vale, increasing the total number of women in the workforce and black individuals in leadership roles.	7.5%	7.5%	7.5%	7.5%
Volume	Deliver budgeted production volume for the Ferrous and Base Metals segment.	-	-	-	10%

Individual targets

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%


Individual targets	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.	30%	30%	30%	30%
Total		100%	100%	100%	100%

Individual targets

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.

30%

Total

100%

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Long term

Our long-term variable remuneration programs include our Matching program (a restricted share program) and the Vale Stock Program (PAV, a performance share program), available only to executive leadership levels.

In 2019 we implemented Stock Ownership Guidelines (SOG) requiring executives to accrue and hold Vale stocks worth at least 36 times the monthly fixed remuneration for the CEO and 24 times for other Executive Committee members.

Our Matching program supports talent retention and a sense of ownership by requiring executives to purchase common stock in the company and hold that stock for a minimum of three years.

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PAV returns are linked to our Total Shareholder Return (TSR), which tracks our stock price fluctuations and dividends/interest on equity paid to shareholders. The TSR rate is benchmarked against a pre-selected group of industry peers over the three-year vesting period. PAV returns are also dependent on meeting long-term ESG targets. A number of program improvements have been approved for 2023, including the removal of the TSR-related trigger, attaching greater importance to ESG-related KPIs. In 2024, we plan to include ROIC (Return on Invested Capital) in our PAV program (25% weight), as a way to enhance value creation with a stronger alignment with investor interests and Vale’s strategic goals.

ESG Targets: The ESG metric, with a 25% weight, includes: (a) our global health and safety metric (10%), which measures our exposure to incidents that can potentially lead to serious injuries and fatalities (L2), with a goal of eliminating high-potential incidents (L2) by 2025; and (b) sustainability (15%), including metrics for reducing greenhouse gas emissions (GEE), with a 10% weight, and a commitment to rank in the Top 3 for social performance in major external indexes (DJSI), with a weight of 5%.

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Fotógrafo: xxxx

Learn more

For further information about our variable remuneration programs, see section M of our 2023 Proxy Statement

New executive compensation disclosures

We have continued our efforts to improve our compensation practices and enhance transparency in our remuneration disclosures. As part of this, we are now disclosing the average executive compensation categorized by salary grade (grades based on the role’s rank within the organizational structure) and by component in the compensation package.

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.

The ratio of the compensation for Vale’s highest-paid individual to the median individual compensation for employees in Brazil is 574 times, on an accrual basis. This ratio is dependent on business performance, as 70% of the CEO’s compensation is variable and tied to short-term and long-term goals. It is worth noting that Vale is a global company with a compensation strategy that is in line with international benchmarks. Thus, a direct comparison at the country level, such as for Brazil, may not be appropriate due to the unique characteristics of positions, the impact of the Brazilian currency, per capita GDP, and other factors.

We have recently broadened our approach to employee remuneration by implementing living wage practices. Based on one of the internationally recognized methodologies for evaluating the living wage, 100% of our employees receive salaries that meet or exceed a living wage. This places us in a leading position, with compensation levels surpassing the Brazilian benchmarks by 26.9% (read more in Our People).

The following table provides remuneration data by salary grade, along with a historical series of executive payments over recent years:

Executive compensation by salary grade

Actual 2022 (reported in accordance with CVM rules)
In absolute figures - BRL/USD 5.50

G23

No. of executives: 1
Fees: 5.17
Benefits: 1.31
Total Fixed Remun: 6.48
STIP - Bonus: 10.03
LTIP - PAV: 16.46
LTIP - Matching: 26.98
Other payments: 0.00
Total VR: 53.47
Total Comp. BRL: 59.95
Total Comp. USD: 10.90

G22

No. of executives: 1
Fees: 3.89
Benefits: 0.94
Total Fixed Remun: 4.83
STIP - Bonus: 5.96
LTIP - PAV: 2.65
LTIP - Matching: 6.20
Other payments: 0.00
Total VR: 14.81
Total Comp. BRL: 19.64
Total Comp. USD: 3.57

G21

No. of executives: 4
Fees: 3.48
Benefits: 0.95
Total Fixed Remun: 4.43
STIP - Bonus: 4.75
LTIP - PAV: 1.79
LTIP - Matching: 5.49
Other payments: 3.54
Total VR: 15.56
Total Comp. BRL: 20.00
Total Comp. USD: 3.64

G20

No. of executives: 3
Fees: 2.32
Benefits: 0.64
Total Fixed Remun: 2.96
STIP - Bonus: 2.91
LTIP - PAV: 0.90
LTIP - Matching: 2.95
Other payments: 0.21
Total VR: 6.97
Total Comp. BRL: 9.93
Total Comp. USD: 1.81

Grade
No. of executives

G23: 1
G22: 1
G21: 4
G20: 3

Fees
G23: 5.17
G22: 3.89
G21: 3.48
G20: 2.32

Benefits
G23: 1.31
G22: 0.94
G21: 0.95
G20: 0.64

Total Fixed Remun
G23: 6.48
G22: 4.83
G21: 4.43
G20: 2.96

STIP - Bonus
G23: 10.03
G22: 5.96
G21: 4.75
G20: 2.91

LTIP - PAV
G23: 16,46
G22: 2,65
G21: 1,79
G20: 0,90

LTIP - Matching
G23: 26.98
G22: 6.20
G21: 5.49
G20: 2.95

Other payments
G23: 0,00
G22: 0,00
G21: 3,54
G20: 0,21

Total VR
G23: 53.47
G22: 14.81
G21: 15.56
G20: 6.97

Total Comp. BRL
G23: 59.95
G22: 19.64
G21: 20.00
G20: 9.93

Total Comp. USD
G23: 10.90
G22: 3.57
G21: 3.64
G20: 1.81

Grade	G23	G22	G21	G20
No. of executives	1	1	4	3
Fees	5.17	3.89	3.48	2.32
Benefits	1.31	0.94	0.95	0.64
Total Fixed Remun	6.48	4.83	4.43	2.96
STIP - Bonus	10.03	5.96	4.75	2.91
LTIP - PAV	16.46	2.65	1.79	0.90
LTIP - Matching	26.98	6.20	5.49	2.95
Other payments	0.00	0.00	3.54	0.21
Total VR	53.47	14.81	15.56	6.97
Total Comp. BRL	59.95	19.64	20.00	9.93
Total Comp. USD	10.90	3.57	3.64	1.81

Actual 2022 (reported in accordance with CVM rules) – As a percentage of the mix

(Note: Excludes "Other Payments" as these are not part of the regular compensation package but rather one-time payments recognized during the period).

Total remuneration of the Executive Committee

Fixed Annual Remuneration

2021 Accrual period: 33,301,594

2022R Accrual period: 39,636,743

2023P Accrual period: 38,043,248

Salary or management fees

2021 Accrual period: 26,723,539

2022R Accrual period: 31,297,473

2023P Accrual period: 30,384,220

Benefits

2021 Accrual period: 6,578,055

2022R Accrual period: 8,339,270

2023P Accrual period: 7,659,028

Variable Remuneration

2021 Accrual period: 55,646,138

2022R Accrual period: 155,102,223

2023P Accrual period: 154,331,591

Bonuses

2021 Accrual period: 42,959,956

2022R Accrual period: 45,527,162

2023P Accrual period: 46,617,593

Other

2021 Accrual period: 12,686,182

2022R Accrual period: 14,779,564

2023P Accrual period: 19,013,042

Equity-Based

2021 Accrual period: 66,887,193

2022R Accrual period: 94,795,497

2023P Competência: 88,700,956

Termination pay

2021 Accrual period: 7,909,251

2022R Accrual period: 10,252,402

2023P Accrual period: 9,247,220

Total

2021 Accrual period: 163,744,175

2022R Accrual period: 204,991,368

2023P Accrual period: 201,622,059

Executive Committee	2021 Accrual period	2022R Accrual period	2023P Accrual period
Fixed Annual Remuneration	33,301,594	39,636,743	38,043,248
Salary or management fees	26,723,539	31,297,473	30,384,220
Benefits	6,578,055	8,339,270	7,659,028
Variable Remuneration	55,646,138	155,102,223	154,331,591
Bonuses	42,959,956	45,527,162	46,617,593
Other	12,686,182	14,779,564	19,013,042
Equity-Based	66,887,193	94,795,497	88,700,956
Termination pay	7,909,251	10,252,402	9,247,220
Total	163,744,175	204,991,368	201,622,059

Individual Remuneration (R$)

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

Minimum Remuneration

2020R (cash)
6.668.017
2021R (cash)
11.309.941
2022R (accrual)
7.351.597

Average Remuneration

2020R (cash)
23.836.573
2021R (cash)
21.394.893
2022R (accrual)
21.375.534

Executive Committee - not including payroll charges	2020R (cash)	2021R (cash)	2022R (accrual)
Maximum Remuneration	31.517.608	55.144.334	59.948.670
Minimum Remuneration	6.668.017	11.309.941	7.351.597
Average Remuneration	23.836.573	21.394.893	21.375.534

Up to 2021, remuneration was reported on a cash basis; starting from 2022, the reporting method was switched to an accrual basis.

Note: The increase in maximum compensation in the last two years was due to: (a) the company’s decision to attach higher weight to equity-based programs, with an increase in this component for members of the Executive Committee; (b) the higher dividends and interest on equity distributed by Vale to shareholders; (c) and the inclusion of PAV program virtual dividends in executive compensation, in addition to Matching program dividends.

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Explanatory note

Explanatory note

Explanatory note

Explanatory note

Vale

Initiatives

Vale

Initiatives

Vale

Iniciativas