Composition of executive remuneration

In recent years, we have maintained active investor listening and conducted market research and analysis of data and performance metrics to advance our compensation practices, contributing to strategy execution, competitiveness, alignment with shareholder interests and our cultural transformation.
We chose to give more focus and relevance to Share-Based programs for the members of the Executive Committee, in order to increase alignment with the practices of the international executive market and the interests of shareholders, in addition to sharing risks and results with the Company's main executives. The movement has also been part of the unfolding of the annual process of evaluating the performance of executives.

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Composition of Compensation

Name Type of Compensation How it works
Fixed compensation
Fixed compensation 
It aims to attract and retain executives with experience and competence consistent with the scope and responsibility of the position assigned to them in the Company's management.
Benefits 
Fixed compensation 

Package compatible with market practices, such as life insurance, medical and dental care, hospital care, meal vouchers, use of the Company's car with chauffeur service and supplementary pension plan in the defined contribution format.
Annual Bonus 
Short term

Based on performance against the annual challenges approved by the Board of Directors. The annual targets, both collective and specific, define the expectation of economic and financial performance, safety, risk, sustainability and strategic issues.
Vale Performance Share Unit (PSU)

Long-term Performance Shares

The award is linked to TSR relative to the peer group and absolute performance against ESG and ROIC metrics. The PSU acts as an incentive to create sustainable value, aligning the focus of executives with the vision of shareholders, and encourages retention and long-term performance.
Matching Program 

Long-term Restricted Shares 
The members of the Executive Committee are obliged to acquire common shares issued by the Company, using their own resources, and to hold them for a three-year cycle. The program encourages talent retention, long-term commitment and alignment between the management's actions and the return generated for shareholders.

Compensation mix evolution

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%
CEO Other Members of the Executive Committee
     
2024R
2025R
2026P*
2024R
2025R
2026P*
Fixed compensation 
9%
15%
14%
22%
12%
15%
Short- and long-term incentives
73%
81%
83%
57%
45%
57%
Others
18%
4%
4%
21%
43%
28%
* Subject to approval at the Annual and Extraordinary General Meetings to be held on April 30, 2026.
Legend: R: Accomplished/ P: Proposal.

Short-Term - annual bonus

The Short-Term Goals Scorecard for 2026 remains focused on advancing towards the Company's long-term ambitions and targets, creating and sharing sustainable value every fiscal year. The scorecard reinforce our strategic direction toward building our future, through which we aim to be recognized as a trusted partner with a superior portfolio. The collective block's goals remained focused on EBITDA, Safety, Process Events, DEI and the Reputation target.
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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%

Collective targets Description Executive Vice Presidents
Goal
 
President
CFO
Technical
Others
EBITDA (adjusted)
Measure Vale’s performance and operational efficiency (excluding taxes, depreciation and amortization). For this indicator, adjustments are made to budgeted EBITDA to account for factors external to Vale (primarily price fluctuations, exchange rate variations, and other business-specific external factors). Accordingly, performance is not affected by external elements beyond Vale's control.
40%
40%
N/A
40%
Safety
Reduce the absolute number of incidents that generated fatalities and/or lives changed and recordable injuries with high potential (N1 +N2).
10%
10%
10%
10%
P events
Reduce process events that generate an unplanned
or uncontrolled release of energy or hazardous
materials (loss of containment) involving equipment or operating assets.
10%
10%
20%
10%
DEI
People (DEI):
- % of women
- % Blacks in leadership
- % Inclusion
7.5%
7.5%
10%
7.5%
Reputation
Measure the improvement in reputation, in Vale’s relationship with its different audiences and in the positive perception of Vale’s image and brand.
7.5%
7.5%
10%
7.5%

Specific targets

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 expenditures
Ensure cost management in each area.
N/A
7.5%
N/A
8.33% (Operations and
People)
7.5%
(Commercial and Legal)
Specific Goals
Defined for each of the executives, according to their focus and scope of performance. The goals can be specific to each Executive Vice President, or they can be shared, for greater engagement and synergy among the areas.
25%
17.5%
50%
16.66% (Operations and People)
17.5% (Commercial and Legal)
25%
(Sustainability)
Total
 100%
 100%
 100%
          100%

Long-term

Long-term variable compensation programs are composed of the Matching program in the modality Restricted Share, and by the Vale Shares Program, a program in the Performance Shares modality.
Since 2019, we have had share ownership guidelines (SOG), which determine that members of the Executive Committee must accumulate and hold Vale shares in an amount equivalent to at least 36 times the fixed monthly compensation for the President and 24 times for the other members of the Executive Committee.
Matching encourages talent retention and ownership by defining that executives must acquire common shares of the company and keep them in their possession for at least three years. The leader (Coordinators to members of the Executive Committee), by acquiring shares of the company with their own resources and holding them for the period of the cycle, becomes eligible to receive the stock award at the end of three years. Participation and retention of shares are mandatory for the Executive Committee and voluntary for the other nominees to participate in the program. During the cycle, dividends are paid, and at the end, the award is made by Vale in shares in the same amount acquired at the beginning of the cycle, encouraging the engagement and continuous contribution of leadership to the company's success.

Fotógrafo: xxxx

 The PAV seeks to stimulate the performance of senior management (General Managers to members of the Executive Committee) in the creation of sustainable value, aligning the focus of executives with the vision of shareholders and the returns are linked to the indicators of Total Shareholder Return (TSR) , ROIC, and ESG. In 2023, improvements to the program were approved, including the exclusion of the trigger linked to the TSR, thus giving even more focus and relevance to ESG-related KPIs. For 2024, the inclusion of an ROIC (return on invested capital) metric in the PAV with 25% of weight was approved, as a goal for generating internal value, for greater alignment with investors and Vale's strategic objectives.
ESG Goals:  The ESG performance factor, with 25% weight, includes:
 
  • Health and Safety (weight of 10%): the indicator will be measured through the absolute number of events that generate fatalities in changed life and recordable injuries with high potential (NI + 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 related to the Sustainability theme composed of: reduction of greenhouse gas emissions (10%) and ESG Restrictions (5%), included from the year 2025. This goal is aimed at reducing ESG investment restrictions at Vale, i.e., removing Vale from the restriction lists of institutional investors based on ESG criteria. This indicator replaced the DJSI (Dow Jones Sustainability Index) indicator that was in force until 2025.
 

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 Brazilian Reais and excluding charges) 2024R 2025R 2026P
Annual Fixed Compensation
32,429,657 
22,398,219
24,624,394
Salary or management fees 
30,020,662
20,073,696
21,684,000
Direct and indirect benefits 
2,408,995 
2,324,524
2,940,394
Variables and Shares 
114,173,893
83,705,511
116,842,727
Annual Bonus 
49,038,823
33,445,884
36,204,653
Equity-Based 
56,670,594
48,742,752
62,006,524
Other¹  
8,464,476
1,516,875
18,631,550
Post-employment²
4,996,140
3,235,401
3,859,752
Termination pay 
18,221,883 
46,148,223
6,160,000
Total
          169,821,574 
       155,487,354
      151,486,873 
 Caption: R: Realized/ P: Proposed.
¹ Amount allocated to bonuses associated with the strategy of attracting and retaining key talent to the Company, ensuring competitive recognition aligned with market practices, as provided for in Vale's Management Policy.
² As of 2025, "post-employment" benefits are being reported separately from the Direct and Indirect Benefits line, in accordance with the disclosure format set out in the Reference Form.

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 Brazilian Reais and exc. charges) 2024R 2025R 2026P
No. of members compensated
9.17
6.75
6.00
Annual fixed compensation
 
 
 
Average salary or management fees
3,273,791
2,973,881
3,614,000
Average direct and indirect benefits
262,704
344,374
490,066
Average fixed compensation
3,536,495
3,318,255
4,104,066
Short-term incentive (annual bonus)
Total annual Bonus
49,038,823
33,445,884
36,204,653
Average annual Bonus
5,347,745
4,954,946
6,034,109
Share-based remuneration (BRL)
Total LTI programs
56,670,594
48,742,752
62,006,524
Average LTI programs
6,179,999
7,221,148
10,334,420
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 / LTI: Long-Term Incentive.

New disclosure of executive compensation

We continue in a continuous process of improving remuneration practices and transparency in the disclosure of our parameters. In this way, we started to disclose the average compensation of executives by salary grid (classification according to the weight of the position in the company's structure), according to each of the components of the compensation package.

The data, by grid as well as the historical series of payments in recent years, show that the compensation of the CEO and other executives is in line with the international context and the challenges of the business, considering Vale's global size, and shows the responsible and austere management of the practices adopted. 

The ratio between the highest individual compensation and the median individual compensation of Vale's employees in Brazil is 281 times, according to the accrual accounting view. The multiplier is influenced by the company's results, since 80% of the CEO's compensation is variable and is related to short- and long-term goals. It should be noted that Vale is a global company, with a compensation strategy compatible with international references and the country-specific assessment, as in the case of Brazil, is not comparable due to the specificities of the position, the representativeness of the Brazilian currency and GDP per capita, among other factors.
We also reinforce that we seek to expand the evaluation of the remuneration of our employees by applying the methodology of the Living wage  (living wage, in the Portuguese translation). According to one of the internationally recognized methodologies applied in the evaluation, 100% of our employees have a salary equal to or greater than this reference. The result places us in a prominent position, 26.9% above the references mapped in Brazil (read more in Our People ).
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