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

2023R: 11%
2024R: 9%
2025p: 15%
Short- and long-term incentives

2023R: 86%
2024R: 73%
2025P: 73%
Other

2023R: 3%
2024R: 18%
2025P: 12%

Other Executive Committee members

Fixed Remuneration

2023R: 21%
2024R: 65%
2025P: 14%
Annual Bonus

2023R: 65%
2024R: 57%
2025P: 32%
Other

2023R: 14%
2024R: 21%
2025P: 56%
Changes in remuneration mix  CEO Other Executive Committee members       
     
2023R
2024R
2025P
2023R
2024R
2025P
Fixed Remuneration 
11%
9%
15%
21%
22%
12%
Short- and long-term incentives
86%
73%
73%
65%
57%
32%
Other
3%
18%
12%
14%
21%
56%
Caption:R: Realized/ P: Proposed.
Note: The 2023R columns in the table above have been updated to show the actual compensation paid by the Company, replacing the
2024 disclosure that showed the percentages of the compensation packages relative to the targets set. 

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: EBITDA (adjusted)
 

Description: Measure Vale’s performance and operational efficiency (excluding taxes, depreciation and amortization). In this indicator, we consider adjustments to the budgeted EBITDA related to factors external to Vale (mainly price, exchange rate and other external factors considered in the specificities of the business), that is, the achievement is not impacted by external factors that do not depend on Vale’s action.

CEO: 
30%

Executive Committee:

CFO: 30%
Technique: -
 Others: 30%

Goal: Safety
 

Description: Reduce the absolute number of events that resulted in fatalities and/or life-changing and high-potential recordable injuries (N1 +N2).

CEO: 10%

Executive Committee:
  
CFO: 10%
Technique: 20%
Others: 10%

Goal: P Events
 

Description: Reduce process events that generate an unplanned or uncontrolled release of energy or hazardous materials (loss of containment) involving operating equipment or assets.

CEO: 10%

Executive Committee:
  
 CFO: 10%
 Technique: 10%
Others: 10%

Goal: DEI
 

Description: People (DEI):
- % of women
- % of blacks in leadership
- % of inclusion

CEO: 10%

Executive Committee:
  
CFO: 10%​​​​​​​
Technique: 10%​​​​​​​
Others: 10%

Goal: Reputation
 

Description: Measure the improvement in reputation, Vale’s relationship with its different audiences and the positive perception of Vale’s image and brand.

CEO: 10%​​​​​​​

Executive Committee:
  
CFO: 10%​​​​​​​
Technique: 10%​​​​​​​
Others: 10%

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%

Goal                            Description Executive Committee
Collective targets
 
CEO
CFO
Technical
Others
EBITDA (adjusted)
Measure Vale’s performance and operational efficiency (excluding taxes, depreciation and amortization). In this indicator, we consider adjustments to the budgeted EBITDA related to factors external to Vale (mainly price, exchange rate and other external factors considered in the specificities of the business), that is, the achievement is not impacted by external factors that do not depend on Vale’s action.
30%
30%
-
30%
Safety
Reduce the absolute number of events that
resulted in fatalities and/or life-changing and
high-potential recordable injuries (N1 +N2).
10%
10%
20%
10%
P events
Reduce process events that generate an unplanned
or uncontrolled release of energy or hazardous
materials (loss of containment) involving operating
equipment or assets.
10%
10%
10%
10%
DEI
People (DEI):
- % of women
- % of blacks in leadership
- % of inclusion
10%
10%
10%
10%
Reputation
Measure the improvement in reputation, Vale’s relationship with its different audiences and the positive perception of Vale’s image and brand. 1
10%
10%
10%
10%

Specific goals

Goals: Fixed expense

Description: Fixed expense: ensure cost management in each area.

CEO: 7.5% 

Executive Committee
   
CFO: 7.5%
Technique: -
Others: 7.5% (operations, people) 10% (sustainability and environmental affairs)

Total 

CEO: 100%

Executive Committee

CFO: 100%
Technique 100%
Other: 100%

Goals: Specific goals

Description: Defined for each executive, according to focus and scope of action. The goals can be specific to each Executive Vice President, or they can be shared, for greater engagement between areas.

CEO: 22.5% 

Executive Committee
   
CFO: 22.5%
Technique: 50%
Others: 22.5% (operations, people) 20% (sustainability, issues corporate)

Total 

CEO: 100%

Executive Committee

CFO: 100%
Technique 100%
Other: 100%
Fixed expense
Fixed expense: ensure cost management in each area.
7.5%
7.5%
-
7.5% (operations,
people)
10% (sustainability
and environmental
affairs)
Specific Goals
Defined for each executive, according to focus and scope of action. The goals can be specific to each Executive Vice President, or they can be shared, for greater engagement between areas.
22.5%
22.5%
50%
22.5% (operations,
people)
20% (sustainability,
issues
corporate)
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%): the indicator will be measured through the absolute number of events that generate fatalities and/or changed lives and recordable injuries with high potential (N1 + N2) and aims to emphasize the importance of health and safety, in line with Vale's strategy of reducing fatalities and events with high potential injuries.
     
  • Sustainability (weight of 15%): indicators directly related to the strategic pillar of Climate Change regarding the reduction of greenhouse gas emissions (10%) and with the commitment to appear in the Top 3 of the main external assessments (DJSI - Dow Jones Sustainability Index, Sustainalytics and MSCI - Morgan Stanley Capital International) relative to the Performance of the DJSI - Dow Jones Sustainability Index (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 2025 Proxy Statement. 

Total remuneration of the Executive Committee 

Fixed Annual Remuneration

2023R: 37.790.009

2024R: 37.425.798

2025P: 25.994.837
Salary or management fees

2023R: 30,394,104

2024R: 30,020,662​​​​​​​

2025P: 20,640,000
Benefits

2023R: 7,395,905

2024R: 7,405,135

2025P: 5,354,837
Variable and shares

2023R: 121,128,306

2024R: 114,173,893​​​​​​​

2025P: 97,665,370
Annual Bonuses

2023R: 52,190,491

2024R: 49,038,823​​​​​​​

2025P: 31,778,720
Other¹

2023R: 760,598

2024R: 8,464,476

2025P: 29,547,416
Equity-Based

2023R: 68,177,217

2024R: 56,670,594​​​​​​​

2025P: 36,339,235
Termination pay

2023R: 9,991,991

2024R: 18,221,883

2025P: 46,589,423
Total

2023R: 168,910,305

2024R: 169,821,574

2025P: 170,249,630
Accrual basis (in Reais and excluding charges) 2023R 2024R 2025P
Fixed Annual Remuneration 
37,790,009 
37,425,798
25,994,837
Salary or management fees 
30,394,104 
30,020,662
20,640,000
Direct and indirect benefits 
7,395,905 
7,405,135
5,354,837
Variable and Shares 
121,128,306
114,173,893
97,665,370
Annual Bonus 
52,190,491 
49,038,823
31,778,720
Equity-Based 
68,177,217
56,670,594
36,339,235
Other¹  
760,598 
8,464,476
29,547,416
Termination pay 
9,991,991 
18,221,883
46,589,423
Total
168,910,305 
169,821,574
170,249,630
 Caption: R: Realized/ P: Proposed.
¹ Funds allocated to bonuses linked to the strategy of hiring and retaining key people for the Company, aiming at competitive recognition aligned with the market, as provided for in Vale’s Management Policy ​​​​​​​

Individual Remuneration (R$) 

Accrual basis (in Reais and exc. charges)


No. of members compensated:
2023R: 9.06
2024R: 9.17
2025P: 6.17
Annual fixed compensation

Salary or management fees:
2023R: 3,354,758
2024R: 3,273,791
2025P: 3,347,027

Benefits:
2023R: 262,157¹
2024R: 262,704​​​​​​​
2025P: 299,357

Average fixed compensation:
2023R: 3,616,915​​​​​​​​​​​​​​
2024R: 3,536,495​​​​​​​
2025P: 3,646,384
Short-term incentive (annual bonus)

Total annual Bonus:
2023R: 31.517.608
2024R: 55.144.334
2025P: 59.948.670

Average annual Bonus:
2023R: 5,760,540
2024R: 5,347,745​​​​​​​
2025P: 5,153,306
 
Share-based payments (Matching and PSU)

Total ILP programs:
2023R: 68,177,217
2024R: 56,670,594
2025P: 36,339,235

Average ILP programs:
2023R: 7,525,079​​​​​​​
2024R: 6,179,999​​​​​​​
2025P: 5,892,849
 
Accrual basis (in Reais and exc. charges) 2023R 2024R 2025P
No. of members compensated
9.06
9.17
6.17
Annual fixed compensation
 
 
 
Salary or management fees
3,354,758
3,273,791
3,347,027
Benefits
262,157¹
262,704
299,357
Average fixed compensation
3,616,915
3,536,495
3,646,384
Short-term incentive (annual bonus)
Total annual Bonus
52,190,491
49,038,823
31,778,720
Average annual Bonus
5,760,540 
5,347,745
5,153,306
Share-based payments (Matching and PSU)
Total ILP programs
68,177,217
56,670,594
36,339,235
Average ILP programs
7,525,079
6,179,999
5,892,849
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 
Caption: R: Realized/ P: Proposed. ¹
Theaverage fixed remuneration paid in 2023 was adjusted based on the reclassification of private pension expenses from “direct and
indirect benefits” to “post-employment benefits”.

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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