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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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    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

    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       
         
    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

    The Short-Term Target Dashboard was approved by the Board of Directors in December 2023 and continues to focus on progressing towards the Company's long-term ambitions and goals, with the creation and sharing of sustainable value in each financial year. The dashboards drive to build the Vale of the Future, a leading company in sustainable mining, efficient and innovative. The goals of the collective block remained focused on EBITDA, Safety, Process Events and DEI.
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    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 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 

    Our long-term variable remuneration programs include our Matching program (a restricted share program) and the Vale Stock Program (PSU, a performance share program).
    In 2019 we implemented Stock Ownership Guidelines (SOG) requiring that members of the Executive Committee 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.  
    Vale’s Matching Program encourages talent retention and a sense of ownership by stipulating that executives must buy ordinary shares in the company and keep them for at least three years. Those eligible for Matching range from the first leadership with Supervisors in Brazil to the CEO. Participants are chosen by the immediate leadership, and their participation is voluntary and comes from their own resources. During the cycle, dividends are paid, and at the end, Vale awards them shares equal to the number granted at the beginning of the cycle, encouraging leadership engagement and continuous contribution to the company's success. 

    Fotógrafo: xxxx

    For PSU those eligible range from General Managers to the CEO and the 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. PSU 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 PSU 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 performance factor indicator, with a 25% weight, includes:
     
    • 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 

    For further information about our variable remuneration programs, see the item (IV) on the Annual General Meeting’s Agenda on our 2024 Proxy Statement. 

    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  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 
    Other¹  
    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 

    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   
    (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 
    (*) For the year 2021 there was still no reporting by accrual.  

    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).
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