By Brazil Stock Guide – Daniel Stieler left the chairmanship of Vale’s board of directors with a compensation agreement tied to non-compete and other obligations, according to a response sent by the Brazilian miner to the country’s securities regulator.
The agreement, described by Vale (B3: VALE3; NYSE: VALE) as a “Non-Compete Compensation Agreement and Other Covenants,” establishes restrictions for a period of 24 months. During that time, Stieler agreed to non-compete, non-solicitation, non-disparagement and confidentiality obligations, given the access he had to strategic and confidential information while serving on the company’s board.
Vale did not disclose the amount of the compensation or the payment schedule. The company said only that the amounts set out in the contract were reviewed by an internationally recognized firm specializing in executive search, organizational design, compensation and leadership development, and that the agreed parameters were in line with market practices.
Stieler resigned as both a board member and chairman on July 6, before the end of his term. In its response to the CVM, Brazil’s securities regulator, Vale said his departure resulted from a personal decision not to oppose the position sought by the company’s largest reference shareholder, in what the miner described as the company’s best interest.
The resignation came amid pressure from Previ, the pension fund for Banco do Brasil employees, which had requested Stieler’s removal and called an extraordinary shareholders’ meeting to address the board’s composition. With his resignation, the agenda item dealing with his removal became moot, but shareholders are still expected to vote on the appointment of a replacement and on the election of a new board chair.
The compensation agreement adds a new element to Vale’s governance dispute. In its 2026 Reference Form, the miner states that members of the board of directors are not entitled to bonuses, profit-sharing, post-employment benefits, benefits arising from termination of office, or share-based compensation. Vale argues, however, that the agreement with Stieler should not be treated as board compensation, but rather as consideration for the restrictive obligations he assumed for 24 months.
As a public reference point, Vale’s Reference Form shows that the highest annual individual compensation paid to a member of the board in 2025 was R$3.23 million. The average individual board compensation was R$1.75 million in the period. Those figures, however, do not indicate the amount agreed with Stieler under the non-compete contract.
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