UPDATE 1-Cliffs director resigns; miner must pay ex-CEO $11 million

Fri Aug 15, 2014 10:18am EDT

(Adds quote from letter, detail on payments)

Aug 15 (Reuters) - One of Cliffs Natural Resources Inc's few incumbent directors has stepped down and delivered a stinging resignation letter, filings showed on Friday, as the miner separately said it was on the hook for millions of dollars in payments to its former chief executive officer and others in the wake of a proxy fight.

Timothy Sullivan was one of a minority of Cliffs directors re-elected after hedge fund Casablanca Capital triumphed in a proxy battle last month. He had chaired the compensation committee since July 2013.

In his letter, Sullivan said he said he had initially been looking forward to continuing at Cliffs, but his view changed after the new board's first meeting.

"I have served on many boards in my career, both public and private," he wrote. "I can assure you that I have never experienced anything like what transpired in our initial board meeting."

Addressing new Chairman and CEO Lourenco Goncalves, Sullivan said: "It was clear neither you nor the new directors wanted to hear anything that might be contrary to your pre-scripted plan."

Sullivan said he had concluded he could not adequately represent all Cliffs shareholders on the board.

Separately, Cliffs said it would have to pay former CEO Gary Halverson $11 million under change-of-control provisions adopted by the board last year. It said it would also need to make $16.9 million in similar payments to other officers and employees.

Goncalves, Casablanca's pick for CEO, has said he plans to refocus Cliffs "on a new strategic path" that builds on its strengths. In an interview with Reuters in February, he said he would focus on supplying iron ore to steelmakers in the United States, not selling into the competitive global iron ore market.

Cliffs shares were little changed, down 2 cents at $16.86 on the New York Stock Exchange. (Reporting by Allison Martell; Editing by Lisa Von Ahn)

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