Compensation
As a global company, Vale knows that attracting the best professionals, retaining talents, motivating and engaging professionals who hold strategic positions, especially Executive Officers, Board of Directors, and Committees, is a critical challenge for the Company's success at all times. Therefore, the market is always the benchmark, within a global competition perspective, and Vale thus considers, for purposes of determining the compensation of its management, the compensation policies and practices adopted by the top mining companies, as well as other large global companies from other industries.
Therefore, the annual compensation proposal is prepared on the basis of these market principles, also taking into account the responsibilities of each member, the time devoted to their duties, their professional competence and reputation and the value of their services in the market.
It also considers the market practices in the localities where the Company operates, its alignment with the short and long-term strategy, its return to shareholders and the sustainability of its business. Such proposal is prepared with the support of the
People, Compensation and Governance Committee,
composed of 4 members of the Board of Directors, one of them independent and specialized in corporate governance and another is an external member specializing in management and consulting experience in human resources who makes recommendations to the Board of Directors regarding the annual global compensation of the Executive Officers. The Board of Directors deliberates and submits the proposal for approval, in an aggregated manner, at the Annual Shareholders' Meeting, under the provisions of Article 10, Paragraph 4, of the Company's Bylaws. Once the aggregate compensation has been approved, it is the responsibility of the Board of Directors, with the support of the Personnel and Governance Committee, to distribute it among the Management.
One of the core pillars of designing the compensation proposal is the establishment of targets linked to the Company's sustainable performance and to the returns to its investors.
Short-term compensation
Short-term variable compensation is based on performance goals of different natures, which are an important management tool and have been increasingly relevant to the evolution and implementation of the Company’s main strategic plans. It is associated with economic and financial, health and safety, sustainability and strategic goals.
Long-term compensation
Long-term variable compensation programs are comprised of Matching and VSP (virtual shares program) and are applicable only to the company's leadership levels, excluding Board of Directors, Fiscal Council and Advisory Committees, that would not be entitled to any type of variable compensation.
Vale's long-term compensation is associated with the performance of the common share, thus is directly related to the return given to shareholders. In the case of VSP, compensation is calculated as a direct function of Vale's Total Shareholder Return (TSR) indicator, which takes into account stock price fluctuations and dividends (or interest on equity) paid to shareholders over the plan period.
It is worth noting that, in 2019, the maintenance of share ownership was implemented, in which the executive must accumulate and hold on their Vale shares in the amount equivalent to at least thirty-six (36) honorary fees to the CEO and twenty-four (24) honorary fees for the Executive Directors. Shares may be accumulated through the share-based variable compensation programs offered by the Company.
Virtual Shares Plan (VSP)
This represents a variable long-term compensation amount, linked to the Company's performance against other large mining and similar companies, and focuses management efforts on the creation of value and wealth for Vale, aligning executives and shareholders’ interests and reinforcing the culture of sustainable performance.
The VSP payment metric consists on the Total Shareholder Return (TSR) relative to the peer group, taking into consideration the businesses and regions where Vale operates and the influence of Brazilian market fluctuations.
If Vale comes first in the ranking (P100 percentile), the value is increased by 50%; if Vale is at P25 (first quartile) or below, there is no payment; and for Vale's intermediate positions in the companies ranking (between P25 and P100), it is paid according to the performance, which may vary between 10% and 150% of the value, as follows:
In addition to the short-term compensation, the long-term compensation will include ESG indicators, to further reinforce Vale’s concern with health and safety and ESG themes.
Therefore, starting in 2020, part of the long-term variable compensation will include 10% of Health and Safety targets and 10% of Sustainability targets, showing Vale's commitment and focus on long-term sustainable development and achieving excellence in issues related to Environment, Social and Governance practices (ESG).
The Health and Safety metrics are intended to promote the effective management of high potential injuries, so that Vale can address the risks more effectively in addition to monitoring the actual frequency and severity of accidents. This marks a critical shift in the focus of indicators from a reactive to a proactive approach.
One of Vale's Safety Indicator is High Potential recordable Injuries (N2)[1]. It is important to highlight that in the last decade, non-serious injuries and fatalities, in workplace, have decreased but fatal injuries have decreased at a much slower rate. The precursors of Fatalities and Lives changed exist in most organizations and can be identified and measured. New paradigms need to be addressed to influence the improvement of the results of changed lives and fatalities. During the case-by-case analysis of all incidents, a recurrence of systemic themes was identified by which a percentage of incidents initially reported as non-severe had potential for something significantly worse. Thus, an evaluation began not only of the actual severity, but also of the potential of accidents.
To manage serious injuries and fatalities more effectively it is important for Vale to be able to measure more than just the frequency and severity of these cases.
We must effectively measure our exposure to the types of incidents that can generate serious injuries and fatalities. This marks a critical shift in focus from lagging indicators to leading indicators for a more proactive approach to preventing serious injuries and fatalities.
The Sustainability metric is based on Vale’s 2030 commitments that encompass: (i) reduction of greenhouse gas emissions in line with the Paris Agreement; (ii) 100% of clean energy self-generation globally; (iii) reduction of new water collection by 10%; (iv) recovery and protection 500,000 ha of degraded land beyond Vale’s boundaries; (v) socioeconomic contribution to health care, education and income generation (vi) 100% of ESG Gaps completed.
[1]N2 – Number of Incidents that has real severity classified as recordable (Medical Treatment, Work Restriction and Lost time - according to OSHA) and with fatality potential (High Potential).
Matching
Matching Program is one of the long-term variable compensation programs; although it is voluntary for eligible leaders, participation and retention of shares is mandatory for Statutory Officers. To comply with the program, the Statutory Officers must use their own resources to acquire common shares issued by the company (through the purchase in the market or the use of shares that the executive already owns, detached from current cycles) and keep them in their possession for at least the three-year cycle, observing the Stock Ownership Guidelines (SOG) or Mandate of Share Ownership. After the three-year cycle, the executives who are still in the Company and own these shares receive the program award, of at least the same number of shares originally acquired.
Compensation of the Board of Directors, Advisory Committees and Fiscal Council
Compensation elements for the Board of Directors, Board Committees and Fiscal Council
Board of Directors (BOD): Members receive a fixed monthly compensation, while the only alternate member receives the fixed compensation when there is participation in a meeting of the Board of Directors, replacing the member elected by the employees.
Board Committees and Consulting Committees of the BOD: The compensation considers exclusively the payment of a monthly installment (fee) within the scope of responsibility attributed to each Committee and Advisory Committee of the Company.
Fiscal Council: Fees for sitting members are equivalent to 10% of the Statutory Officers’ average fixed compensation.
There is no bonus or any variable remuneration
Compensation of the Named and Non-Named Board of Executive Officers
Compensation of the Named Executive Officers
Fixed Compensation
Base fee: this is the monthly fixed fee, which aims to attract and retain executives with experience and capacity compatible with the scope and responsibility of the position assigned to them in the Company’s management. These components are not associated with Vale’s performance.
Direct and Indirect Benefits: Executives are entitled to a benefits package compatible with market practices, which includes medical, hospital and dental care, supplementary pension plans and life insurance. The benefits, in addition to being in line with market practices, are intended to support executives and their dependents in key areas, such as healthcare and housing.
Participation in Committees: Executives are not entitled to compensation for participation in executive committees.
Variable Compensation
Bonus: It refers to Short Term Variable Compensation (annual), based on the Company's results and defined through indicators and targets, derived from the strategic planning and annual budget approved by the Board of Directors. The main purpose of the bonus is to ensure competitiveness with the market, align with shareholders' interests and focus on social and environmental issues, as well as recognize the executive's participation in the Company's performance.
This long-term portion is composed of 20% linked to the Matching Program and 26% linked to the Virtual Shares Plan (VSP).
In 2019, the maintenance of stock ownership was implemented, in which the executive shall accumulate, through the share-based compensation programs offered by the Company, and
maintain ownership of the shares issued by Vale in an amount equivalent to a least thirty-six (36) times the amount of the monthly fixed installment for CEO and twenty-four (24) times the value of the monthly fixed installment for the Executive Officers.
Matching percentage of the Total Remuneration (target and maximum)
Compensation of the Non-Named Executive Officers
These are employees of the Company with an employment relationship and may be responsible for global corporate functions or business units, or for regional or local corporate functions, or for areas or operating systems in the Company's various businesses.
Fixed Compensation
Pro-labore: They are entitled to receive a monthly fixed amount, defined on the basis of the Company structure of positions, which is aligned to the market practices and the purpose of which, according to the employment agreement signed with each executive, is to remunerate the services provided within the scope of responsibility assigned to each one in the different activities of the Company.
Direct and Indirect Benefits: They are entitled to a package of benefits compatible with market practices including Medical-Hospital-Dental Care, Complementary Pension (Valia) and Life Insurance. The benefits, in addition to being aligned with market practices, are intended to support executives and their dependents in key areas, such as health care and housing.
Participation in Committees: They are not entitled to compensation for participation in committees.
Variable Compensation
Profit sharing: Refers to Short Term Variable Compensation (annual), based on the Company’s results and defined through indicators and targets, derived from the strategic planning and annual budget approved by the Board of Directors.
Virtual Shares Program ('VSP'): The rules and conditions of the VSP offered to these stakeholders are the same as those applied to the Named Executive Officers.
Matching: The rules and conditions of Matching offered to these stakeholders are the same as those applied to the Statutory Officers except for the voluntary rule (for non-statutory leaders, participation in the program is voluntary).
Compensation of Boards, Councils and Comittees
Check the fixed and variable compensations list:
For more information about Vale's compensation access our Reference Form 2019
Compensation Discussion and Analysis
The compensation proposed for the year 2021 sums up R$ 270,154,462, including charges, 34% and 39% higher than the compensation proposed and executed in 2020, respectively. The compensation proposed for the year 2021 sums up R$ 202,759,896, excluding charges, 12% and 15% higher than the compensation proposed and executed in 2020, respectively, mainly due to the following factors related to the Executive Board:
- Based on the Company’s organizational readjustment, aiming at greater alignment with the company’s strategy, equaling the full level of responsibility and accountability, it was considered for the 2021 proposal the forecast of 10 positions of statutory directors in comparison with the forecast of 7 positions for statutory directors provided for in the 2020 budget;
- Increased amount for the short-term variable compensation program (Annual Bonus) due to the results of the targets with payment in the year 2021;
- Increased amount for the share-based variable compensation programs (Matching and VSP), mainly impacted by Vale’s share price increase;
- The proposal that demonstrates the charges considers the incidence of social security charges on the share-based compensation programs (Matching and VSP), which was suspended at the end of 2017, based on the provisions of the Brazilian Labor Reform, which attributed the characteristic of exempt premium . In 2020, after the legislative evolution of the topic, in particular the revocation of MP 905/2019, the Company, supported by external opinions, concluded that the exemption was not applicable, with retroactive payment and a change in the procedure for future payments being recommended. Thus, for 2021, charges were budgeted for both the current cycles (2021) and for the cycles already closed and paid in previous years (retroactive to 2018, 2019 and 2020.
Named Executive Officers Compensation Discussion and Analysis
Fixed compensation
2020 budget versus 2020 actual
The monthly base fee paid in 2020 was 17% lower than expected for 2020, due to (i) considered, for the purposes of the 2020 proposal, the premise that the Base Metals Executive Director would be a statutory position, however, the said position was made effective as non-statutory, and (ii) budget referring to a former Executive Officer with expected departure in the 3rd quarter of 2020 and effective termination in the 2nd quarter, generating savings.
As for the total Fixed Compensation, the amount paid in 2020 was 16% below the provided for the same year.
| Compensation estimate for 2020 vs. 2020 actual (R$) |
2020E
|
2020A
|
| No. of members receiving compensation |
7.51 |
6.35 |
| Salary or pro-labore |
27,050,295 |
22,404,890 |
| Salary or average pro-labore |
3,601,903 |
3,528,329 |
| Direct and indirect benefits |
7,706,654 |
6,730,674 |
| Others |
5,410,059 |
4,480,978 |
| Total including charges |
40,167,008 |
33,616,542 |
| Total excluding charges |
34,756,949 |
29,135,564 |
Last three years' analysis and 2020 expected fixed compensation
The total fixed compensation paid in 2020, excluding charges, was 12% lower than in 2019 and 6% higher than in 2018, in line with the number of active executives in each of these years.
When comparing the average base fee per executive, 2020 was 2% lower than 2019 and 3% higher than 2018, which demonstrates a flat behavior of the average number of fees paid by the Company to executives.
The basic fee expected for payment in 2021 was 29% higher than that actually paid in 2020 due to the higher number of executives budgeted for 2021. However, when comparing the average base fee per executive, the budget for 2021 shows a 14% reduction in average, in view of the recent organizational readjustment and forecast of hiring new executives throughout 2021.
Variable compensation (short- and long-term)
In 2019, as part of the crisis response, the Board of Directors made the decision to suspend the variable compensation of its executives, which was the correct decision considering the truly exceptional circumstances. As Vale evolves with the reparation program and the investigation has progressed, in 2020 the Board resumed variable compensation payments for executives who were not involved in investigations on the dam rupture.
The statutory officers who were removed from the Company for legal reasons after the Brumadinho dam rupture remain with their variable compensation suspended until all legal matters are officially settled.
Specifically, for long-term variable compensation (Matching and VSP), in 2020 the executive compensation mix was adjusted to give more focus and relevance to these components, aiming at greater alignment to the international executive market and proximity to shareholders’ interests. In addition to bringing Vale’s compensation profile closer to the international market, the adjustment in the compensation mix also came as one of the developments of the annual executive performance evaluation process.
Annual bonus targets
The 2020 Annual Bonus Goals Panel had 30% metrics related to Risk Management and HSEC (Health, Safety, Environment and Communities). Vale has segregated the Health and Safety goal from the Risk Management goal, in line with the conservative approach to monitoring the theme.
It is important to highlight that, as of 2020, Vale adjusted the goals of the areas of Health, Safety, Geotechnics, Reparation and Compliance, removing the financial and production results of the panel, leaving executives and other employees of these areas fully involved in the mission of reducing and mitigating operational risks without the impact of financial results.
Results of the 2020 Goals Panel
As for financial indicators, in 2020 the EBTIDA-Sustaining without Ferrous and Base Metals adjustments reached its maximum result, while coal was zeroed due to lower prices and volumes. Adjusted EBITDA-Sustaining only scored for the Base Metals business, but below expectations; and for other business, it was not reached.
The Health indicator (5%) was achieved in its entirety for most businesses in 2020, but safety (5%) was zeroed out for all Vale executives, given the four fatal incidents that occurred in 2020.
The Indicators of Operational Risk Management and Low Carbon exceeded the established target range, indicating that we are on the right track according to plans initially outlined by Vale.
2020 estimate versus 2020 actual
The variable compensation (composed of the Annual Bonus, the Matching and VSP programs and the due charges) actually paid in 2020 was in line (less than 1% above) with the variable compensation expected for this same year.
| Compensation estimate for 2020 vs. actual in 2020 (R$) |
2020E |
2020A |
| Annual bonus |
36,710,046 |
36,629,008 |
| Share-based Compensation (VSP) |
15,965,097 |
16,097,816 |
| Share-based Compensation (Matching) |
29,463,312 |
29,894,388 |
| Others |
7,671,924 |
8,241,471 |
| Termination of position |
35,453,358 |
39,473,869 |
| Total including charges |
130,170,677 |
131,804,890 |
| Total excluding charges |
117,591,813 |
122,095,081 |
Analysis of the last three years and variable remuneration expected for 2021
The variable compensation paid in 2020 increased due to the fact that, in 2020, payments were concentrated on both the variable remuneration suspended in 2019 and the one due in 2020.
As for the amount budgeted for the year 2021, when compared to that realized in 2020, the increase in the Annual Bonus (14%) is due to the results obtained above expectations, both global / collective, as well as individual; the increase in the Matching and VSP programs (44%) is mainly due to the impact of the increase in Vale’s share price; and the 6-fold increase in the amount of INSS charges (represented in “others”).
The incidence of social security charges on share-based compensation programs (Matching and PAV) is considered, which was suspended in late 2017, based on the Brazilian Labor Reform provision, which attributed the characteristic of exempt premium. In 2020, after the legislative evolution of the topic, in particular the revocation of MP 905/2019, the Company, supported by external opinions, concluded that the exemption was not applicable, with retroactive payment and a change in the procedure for future payments being recommended. Thus, for 2021, charges were budgeted for both the current cycles (2021) and for the cycles already closed and paid in previous years (retroactive to 2018, 2019 and 2020).
Variable compensation (R$) - Statutory Officers
|
2018A |
2019A ¹ |
2020A |
2021E |
| Annual bonus |
31,237,935 |
- |
36,629,008 |
41,700,179 |
| Share-based Compensation (VSP) |
9,704,915 |
25,676,497 |
16,097,816 |
23,586,492 |
| Share-based Compensation (Matching) |
9,917,159 |
- |
29,894,388 |
42,555,299 |
| Others |
14,983,080 |
3,885,703 |
9,709,809 |
71,075,032 |
| Termination of position |
68,346,722 |
17,899,948 |
39,473,869 |
17,945,244 |
| Total including charges |
134,189,811 |
47,462,149 |
131,804,890 |
196,862,246 |
| Total excluding charges |
119,206,731 |
46,335,066 |
122,095,081
|
141,652,392 |
| Variable Compensation Normalized (R$) - Statutory Officers |
2018A |
2019A |
2020A |
2021E |
| Annual bonus |
31,237,935 |
17,580,362 |
19,048,646 |
41,700,179 |
| Share-based Compensation (VSP) |
9,704,915 |
25,676,497 |
16,097,816 |
23,586,492 |
| Share-based Compensation (Matching) |
9,917,158 |
7,614,066 |
22,280,322 |
42,555,299 |
| Others |
14,983,080 |
7,401,776 |
6,193,737 |
71,075,032 |
| Termination of position |
68,346,722 |
17,899,948 |
39,473,869 |
17,945,244 |
| Total including charges |
134,189,810 |
76,172,650 |
103,094,390 |
196,862,246 |
| Total excluding charges |
119,206,730 |
72,081,219 |
96,769,063 |
141,652,392 |
¹ Based on compensation executed in 2020.
Virtual Share Program
The VSP was submitted for approval at the Shareholders’ Meeting so that, as from the 2021 concession, it will be changed to a Real Share Program, with the payment of virtual dividends on the number of shares units that the executive will be entitled to as an award at the end of the cycle, after the application of the performance factor - TSR and ESG.
The proposed change strengthens the feeling of ownership and the engagement of the participating executives, in addition to aligning their actions with the interests of shareholders. The plan will be renamed to “Vale’s Stock Plan”. For documents related to the plan, visit
www.vale.com/investors
2021 Annual Bonus Panel
For 2021, the Company gives a greater focus on targets related to critical objectives, so that Vale can reach the defined aspirations, in order to reinforce a more integrated performance among areas. In this sense, the 2021 Bonus Panel included the collective indicators related to Cultural Transformation, Productivity and Vale Management Model (VPS).
In addition, the EBITDA – Sustaining Indicator without adjustments was removed from the panel, remaining as a Payment trigger and a Spending Limit. We reiterate that health, safety, geotechnics, repair and compliance areas do not have the financial and productivity results in their goal panel.
Policy
Executive Directors Compensation Policy
