As a global company, Vale has adopted a remuneration policy for senior leadership that is aligned with international practices, including ESG metrics tied to Executive Committee compensation.
Our remuneration practices are also aligned with the complexity and scale of our operations, which require management to have in-depth knowledge of the business and the market, as well as a level of commitment consistent with their responsibilities.
Under our Bylaws, determine that the aggregate remuneration of the members of the Executive Committee, Board of Directors, Fiscal Council and Advisory Committees must be approved at the Annual Shareholders’ Meeting.
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Every year, the Board of Directors, with support from the People and Remuneration Committee and the Nomination and Governance Committee, reviews the remuneration proposal and submits it to shareholders for consideration and approval.
The proposal reflects global market practices and is aligned with our short- and long-term strategies, shareholder returns and the Company’s long-term business sustainability.
MMembers of the Board of Directors, its Advisory Committees and the Fiscal Council receive fixed remuneration only, based on market benchmarking and consistent with international practices to ensure competitiveness and attract the required expertise.
They do not receive bonuses, variable remuneration or any other direct or indirect benefits. They are entitled to life and personal accident insurance, and travel expenses incurred to attend meetings are also covered.
Executive compensation is governed by Vale’s Management and Directors Policy, approved by the Board of Directors in 2024, and reflects a series of enhancements implemented since 2020. These include a compensation mix aligned with international market practices, with a greater emphasis on long-term variable remuneration, as well as malus and clawback* provisions for withholding or recovering pay in the event of exceptionally serious circumstances.
Please note that the Company’s Executive Committee is not responsible for approving its own compensation or for setting the goals and parameters used to determine its variable remuneration. Compensation practices across Vale, however, are part of the People Management function, which has adopted, among other advancements, principles such as the living wage.
Explanatory note
Malus: Introduced by Vale in 2019, this provision allows all or part of variable remuneration that has been approved but not yet paid to be reduced or canceled.
Clawback: Adopted in 2021, this provision allows Vale to require Executive Committee members to repay all or part of variable remuneration that has already been paid.
Both provisions apply exclusively to the Executive Committee and may be triggered by exceptional circumstances or events, such as fraud or illegal conduct, catastrophic environmental or health and safety incidents, extraordinary events resulting from actions by Vale that negatively affect the Company’s market capitalization by more than 15%, or the failure to approve or the subsequent restatement of the Company’s financial statements.
For 2025, the approved total annual remuneration, excluding payroll charges, for the statutory members of the Executive Committee, Board of Directors, Fiscal Council and Advisory Committees was:
Directors’ remuneration – amounts excluding payroll charges¹
Change
| Amounts in BRL | 2025 Approved | Expected 2026³ | BRL | % |
|---|---|---|---|---|
Board of Directors
|
20,096,400
|
20,545,967
|
449,567
|
2%
|
Advisory Committees²
|
3,160,267
|
3,380,800
|
220,533 | 7%
|
Fiscal Council |
1,882,966
|
1,922,00
|
39,034
|
2%
|
Executive Committee |
170,249,631
|
151,486,873
|
(18,762,758)
|
(11%)
|
Total
|
195,389,264
|
177,335,639
|
(18,053,624)
|
(9%) |
² Includes the remuneration payable to the regular and alternate members of the Board of Directors for serving on Advisory Committees
³ Subject to approval at the Annual and Extraordinary Shareholders’ Meetings held on April 30, 2026.
Main components of remuneration for the Board of Directors, Advisory Committees and Fiscal Council¹
Board of Directors
Fixed monthly remuneration. The Board’s sole alternate member receives the fixed monthly amount when attending a Board meeting as a substitute for the employee-elected member.
Advisory Committees to the Board of Directors
Comprises only a monthly fee corresponding to the responsibilities of each Committee.
Fiscal Council
The Fiscal Council’s remuneration corresponds to at least 10% of the average monthly fixed remuneration paid to the members of the Company’s Executive Committee and may be adjusted based on market practices identified through periodic compensation surveys.
1. No short-term or long-term variable remuneration is paid
Executive Committee remuneration best practices
- Minimum shareholding requirement: 36 times the monthly fee for the CEO and 24 times the monthly fee for executive vice presidents.
- Adoption of malus and clawback provisions, allowing for the suspension or recovery of variable remuneration in the event of exceptionally serious circumstances.
- Structured 360-degree individual performance assessment process, aligned with market practices and the Company’s strategic plan.
- Significant weighting of ESG metrics in short-term and long-term variable remuneration, consistent with Vale’s ambition to be a leader in sustainable mining.
- Short-term remuneration focused on strategic objectives, with greater emphasis on collective goals to encourage collaboration.
- The technical executive vice president and the teams responsible for health, operational safety, dam management and risk management have no goals linked to short-term financial results.
- Goals related to capital allocation, process safety events, Black people in leadership positions and other priorities aligned with Vale’s ambitions and strategy.
- Long-term incentives paid in actual shares, together with virtual dividend payments, aligning management’s interests with those of shareholders.
- Vale Shares Program aligned with international practices, using TSR, ESG and ROIC metrics.
- Remuneration mix aligned with the international market profile, placing greater emphasis on long-term variable remuneration.
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