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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the Securities

Exchange Act of 1934 (Amendment No.    )

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DEAR FELLOW U. S. STEEL STOCKHOLDERS:

On behalf of the Board of Directors, thank you for your investment in U. S. Steel and the trust you have placed in us to oversee your interests in our corporation. 2019 was a turning point year for U. S. Steel. We made significant progress to advance our strategy of becoming a "best of both" world competitive company. We maintained focus on executing this strategy even as market conditions turned against us. Thanks to the engagement, dedication and hard work of our employees, we remain focused on improving our business by investing in new technologies, our assets and our people.

But, this year we did more than take steps to improve our business – we took actions to fundamentally change our business model so we are better positioned to respond to market conditions that are outside our control. We remain steadfast in our commitment to deliver high quality products and service to our customers and to deliver long-term value to our stockholders by pursuing the right corporate strategy, prudent risk management, effective corporate governance, and attracting and retaining high-performing talent.

The Board of Directors is constructively engaged with management in our overall strategy, business priorities and opportunities to create long-term stockholder value. This past year we welcomed John Faraci and Michael McGarry to our Board – both bring diverse professional expertise that aligns with our corporate strategy and business needs. The Board is also pleased to recommend Jeh Johnson's nomination this year to add expertise in risk management, cybersecurity oversight and public policy.

Executing our "Best of Both" Strategy to Build a World Competitive Company

U. S. Steel is uniquely positioning itself to deliver superior products to our customers by uniting the most advantageous elements of the integrated and mini mill steel making technologies. We took many steps forward in our "best of both" strategy, but none more important than the announcement of a $1.5 billion investment in advanced endless casting and rolling technology at our Mon Valley Works and our minority investment in Big River Steel, which operates the most advanced mini mill and first LEED certified steel mill in North America. Successful execution of these two actions (including ultimately acquiring full ownership of Big River Steel), along with our previously announced investments to upgrade our Gary Works hot strip mill, will establish U. S. Steel as an industry leader in sustainable steel solutions. We are purposeful and deliberate on our path to make the investments needed to become the best customer-focused steel company.

Dedication to Safety and Environmental Stewardship

Over the past year, we continued our outstanding safety performance and built on our best in class safety program. Last year we significantly outperformed all peer industry benchmarks, including the Bureau of Labor Statistics and the American Iron and Steel Institute, and set a company record for best Days Away From Work performance. We will remain vigilant to continue the outstanding progress we see in our safety record.

We made significant environmental improvements in 2019. As a demonstration of our commitment to environmental stewardship, we announced a target to reduce greenhouse gas emissions intensity by 20% by 2030 compared to a 2018 baseline. This bold goal aligns with our strategy to focus more technology investments on sustainable development and sets us apart as a leader in the steel industry.

Investing in our Workforce and Communities

We are making progress in our continued efforts to facilitate a more inclusive and diverse culture. In 2019 we announced a series of enhanced and industry-leading inclusive employee benefits as part of our pursuit to be a workplace of choice for talented employees. The Human Rights Campaign® Corporate Equality Index recognized these efforts and awarded U. S. Steel a perfect "100" rating for the first time in company history. We believe our business thrives when we are engaged and involved in the communities where we make steel. This year we intensified this effort, including entering into a partnership with the NFL's Pittsburgh Steelers to bring STEM education resources to local schools surrounding our Mon Valley Works. We know that commitment to our employees and the communities where we live and work is essential to strengthen one of our greatest strategic assets – our people.

Your Vote Matters

I encourage you to read the accompanying proxy statement for more information about U. S. Steel and vote your shares on the proposals discussed in line with the recommendations made by our Board of Directors. Your support is important to the future of our corporation. In closing, thank you for your interest in U. S. Steel. As we look toward the future, we know that the actions we are taking now will make U. S. Steel better for our many stakeholders, including our customers, suppliers, employees, communities and all of you, our stockholders. Our commitment to creating real, sustainable value for you is as strong as the products we make every day. Now let's get back to work – safely building a more secure future for all our stakeholders.

		Sincerely, David B. Burritt

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U. S. Steel Tower I 600 Grant Street I Pittsburgh, PA 15219

NOTICE OF 2020 ANNUAL MEETING OF STOCKHOLDERS

When: Tuesday, April 28, 2020, 8:00 a.m. Eastern Time

Where: U. S. Steel Tower, 600 Grant Street, 16^th Floor, Pittsburgh, PA 15219

How to Vote: Your Vote Matters

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ONLINE		BY MAIL
Visit www.proxyvote.com and use the control number that appears on your proxy card when you access the webpage.		Complete and sign the proxy card and return it in the enclosed postage pre-paid envelope.
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TELEPHONE		IN PERSON
If your shares are held in the name of a broker, bank or other nominees, follow the telephone voting instructions provided on your voting instruction card. If your shares are registered in your name, call 1-800-690-6903 and follow the telephone voting instructions. You will need the control number that appears on your proxy.		You may attend the annual meeting in person and vote by ballot. Admission to the Annual Meeting will be limited to persons who are listed on United States Steel Corporation's records as stockholders or have proof of beneficial ownership as of March 2, 2020 (the "record date").

This proxy statement is provided in connection with a solicitation of proxies by the Board of Directors of United States Steel Corporation (the "Board") to be used at the Annual Meeting of Stockholders to be held on Tuesday, April 28, 2020 at 8:00 a.m., Eastern Time, and at any adjournment or postponement thereof (the "Annual Meeting"). This proxy statement is first being provided to our stockholders on or about March 13, 2020.

Your vote is important and you are encouraged to vote promptly whether or not you plan to attend the 2020 Annual Meeting of Stockholders.

BY ORDER OF THE BOARD OF DIRECTORS

Duane D. Holloway
Senior Vice President, General Counsel, Chief Ethics &
Compliance Officer and Corporate Secretary
March 13, 2020

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PROXY STATEMENT TABLE OF CONTENTS

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

This document contains information that may constitute "forward-looking statements" within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. We intend the forward-looking statements to be covered by the safe harbor provisions for forward-looking statements in those sections. Generally, we have identified such forward-looking statements by using the words "believe," "expect," "intend," "estimate," "anticipate," "project," "target," "forecast," "aim," "should," "will" and similar expressions or by using future dates in connection with any discussion of, among other things, operating performance, trends, events or developments that we expect or anticipate will occur in the future, statements relating to volume changes, share of sales and earnings per share changes, and statements expressing general views about future operating results. However, the absence of these words or similar expressions does not mean that a statement is not forward-looking. Forward-looking statements are not historical facts, but instead represent only the Corporation's beliefs regarding future events, many of which, by their nature, are inherently uncertain and outside of the Corporation's control. It is possible that the Corporation's actual results and financial condition may differ, possibly materially, from the anticipated results and financial condition indicated in these forward-looking statements. Management believes that these forward-looking statements are reasonable as of the time made. However, caution should be taken not to place undue reliance on any such forward-looking statements because such statements speak only as of the date when made. Our Corporation undertakes no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law. In addition, forward-looking statements are subject to certain risks and uncertainties that could cause actual results to differ materially from our Corporation's historical experience and our present expectations or projections. These risks and uncertainties include, but are not limited to the risks and uncertainties described in "Item 1A. Risk Factors" in our Annual Report on Form 10-K for the year ended December 31, 2019, and those described from time to time in our future reports filed with the Securities and Exchange Commission. References to "we," "us," "our," the "Corporation," and "U. S. Steel," refer to United States Steel Corporation and its consolidated subsidiaries.

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PROXY SUMMARY

ABOUT U. S. STEEL

United States Steel Corporation is an integrated steel producer of flat-rolled and tubular products with major production operations in the United States and Europe. U. S. Steel has annual raw steel production capability of 22.0 million net tons, and supplies customers throughout the world.
Flat-rolled				Operations: Manufacturer of flat rolled steel products with vertically integrated iron ore and coke production.
				End Markets: Automotive, appliances, containers, construction, electrical, packaging, industrial equipment, service centers, and converters
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Tubular				Operations: Manufacturer of welded and seamless tubular products, as well as premium and semi-premium connections. Products include Oil Country Tubular Goods (OCTG) and line pipe.
				End Markets: Energy markets and construction
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Europe				Operations: Manufacturer of flat rolled steel products with vertically integrated coke production.
				End Markets: Automotive, appliances, electrical, packaging, containers, construction, service centers and conversion

EXECUTING OUR STRATEGY TO CREATE LONG-TERM STOCKHOLDER VALUE

Our strategy is to create long-term stockholder value by pursuing a business model that is resilient to market volatility and is profitable through the business cycle. We have defined this approach as our "best of both" model, which combines the capability advantages of integrated mills with the flexibility and cost benefits of mini mills.

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Competitive assets with distinct advantages deploying fit for purpose processes

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Long-term cash flow generation through higher earnings and lower sustaining capex

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Variable cost structure that drives through cycle cash generation

We took significant steps in 2019 to execute on this strategic vision and transform our business model. In 2019, we announced a series of cornerstone investments that form the foundation of our "best of both" strategy, including:

• Announcing a $1.5 billion investment in our Mon Valley Works facility to build a world class endless casting and rolling line • Completing the acquisition of a minority ownership interest in Big River Steel, North America's first LEED certified mini mill, with an option to purchase the remaining ownership interests within four years • Restarting the construction of an electric arc furnace at our Fairfield Works facility, which will enable efficient self-production of rounds for our seamless tubular products • Investment of nearly $500 million in the hot strip mill at our Gary Works facility to position it as a competitively advantaged asset that delivers better customer value
• Began investment in a new dynamo line for our European operations that will enable production of sophisticated silicon grades of non-grain oriented electrical steels to support increased demand in vehicles and generators

These investments build on the important revitalization efforts that we began in 2017 and, once complete, will significantly improve our operating performance and transform our ability to be flexible, efficient and profitable even in the face of market headwinds. These investments establish a new foundation to drive future profitable growth and ultimately will center our business around three core market-leading, differentiated and technologically advanced North American Flat-rolled assets. Our future footprint will provide our customers with the sustainable state-of-the-art steel solutions they need to solve their most challenging problems. From light weighting our vehicles to protecting our sources of energy, we are truly transforming the capabilities we have to enhance how and what we sell to our customers.

 

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OVERVIEW OF VOTING MATTERS

Stockholders are being asked to vote on the following matters at the 2020 Annual Meeting of Stockholders:

Board Recommendation
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Proposal 1. Election of Directors (page 1)				FOR each Nominee
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Proposal 2. Advisory Vote on the Compensation of Named Executive Officers (page 23)				FOR
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Proposal 3. Ratification of the Appointment of PricewaterhouseCoopers LLP as Independent Registered Public Accounting Firm (page 62)				FOR
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Proposal 4. Approval of the Amended and Restated 2016 Omnibus Incentive Compensation Plan (page 64)				FOR
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ELECTION OF DIRECTORS (PAGE 1)

The Board is composed of a diverse mix of highly experienced individuals who oversee the Corporation's strategy and business performance. The Board recommends a vote FOR each of the thirteen nominees listed below. All of the nominees, other than Mr. Johnson, are currently serving as directors.

Director Nominee		Age		Director Since		U. S. Steel Committees*		Other Public Company Boards
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David B. Burritt President and CEO, United States Steel Corporation		64		2017		• Executive		1
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Patricia Diaz Dennis Ret. SVP & Assistant General Counsel, AT&T		73		2015		• Compensation & Organization • Corporate Governance & Sustainability		2
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Dan O. Dinges Chairman, President and CEO, Cabot Oil & Gas Corporation		66		2010		• Compensation & Organization (Chair)		1
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John J. Engel		58		2011		• Compensation & Organization		1
Chairman, President and CEO, WESCO International, Inc.						• Corporate Governance & Sustainability
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John V. Faraci		70		2019		• Audit		3
Ret. Chairman and CEO, International Paper Co.						• Compensation & Organization
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Murry S. Gerber Ret. Chairman and CEO, EQT Corporation		67		2012		• Audit (Chair)		2
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Stephen J. Girsky Managing Partner, VectoIQ		57		2016		• Corporate Governance & Sustainability (Chair)		2
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Jeh C. Johnson		62		—				1
Partner, Paul, Weiss, Rifkind, Wharton & Garrison LLP
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Paul A. Mascarenas		58		2016		• Audit		3
Ret. Chief Technical Officer, Ford Motor Company						• Corporate Governance & Sustainability
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Michael H. McGarry		62		2019		• Audit		1
Chairman & CEO, PPG Industries						• Compensation & Organization
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Eugene B. Sperling		61		2017		• Audit		0
President, Sperling Economic Strategies						• Corporate Governance & Sustainability
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David S. Sutherland(Chairman of the Board)		70		2008		• Executive		2
Ret. President and CEO, IPSCO, Inc.
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Patricia A. Tracey Ret. VP, Homeland Security and Defense Services, HP Enterprise Services		69		2007		• Audit • Corporate Governance & Sustainability		0
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*    as of March 10, 2020

 

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EXECUTIVE COMPENSATION (PAGE 24)

The goal of our executive compensation program is to attract, reward and retain leaders who create long-term value for our stockholders by delivering on objectives that support the Corporation's long-term strategy. Appropriately motivating and incentivizing our leadership team to ensure continuity through the strategic transformation is a top priority of the compensation program. To meet this objective and to align our executives' interests with those of our stockholders, most of the executive 2019 target compensation was awarded in equity, a significant portion of our CEO's compensation is "at risk," and total target compensation is aligned at a level competitive with our peer group.

2019 CEO Compensation Decisions and Results

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Majority of CEO target compensation is performance-based and "at risk"

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2019 target compensation mix consistent with prior year's target compensation mix; total target direct compensation aligned with peer group median

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Below target annual incentive and long-term incentive payouts correlate with performance against rigorous goals

Compensation Governance Practices

The Compensation & Organization Committee (the "Compensation Committee"), which consists solely of independent directors, has implemented the following best practices with respect to executive compensation:

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		WHAT WE DO						WHAT WE DON'T DO
		• Consider results of "say on pay" votes when making compensation decisions • Regularly engage with our stockholders about our executive compensation program • Align pay and performance • Cap annual and long term incentive awards, including when TSR is negative • Utilize an independent compensation consultant • Require significant stock ownership of executive officers • Utilize a market based approach (competitive within our peer group) for determining NEO target pay levels • Require a "double trigger" for change in control severance • Provide for clawback of incentive awards if our financial statements are restated • Annually review risks associated with our compensation programs						• Pay excise tax gross ups for change in control payments • Guarantee minimum payout of annual or long-term performance awards • Reprice options • Allow directors or employees to engage in hedging transactions, short sales or pledging of our common stock • Allow dividends or dividend equivalents on unearned RSUs or performance shares
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At the Annual Meeting, thirteen director nominees are up for election for a one-year term. Each nominee elected will serve until our next annual meeting of stockholders. All of the nominees, other than Mr. Johnson, are presently members of the Board of Directors. Mr. Johnson's nomination was recommended by an incumbent director. Mr. McGarry was elected to the Board of Directors in July 2019 by the Board to fill a vacancy. The Board is recommending that all thirteen nominees be elected.

Except in the case of contested elections, each director nominee is elected if a majority of the votes are cast for that director's election. The term "a majority of the votes cast" means that the number of votes cast "for" a director's election exceeds the number of votes cast "against" the director's election, with abstentions and broker non-votes not counted as votes cast either "for" or "against" the director's election. A "contested election" is one in which the number of nominees exceeds the number of directors to be elected at the meeting.

If a nominee who is currently serving as a director is not re-elected, Delaware law provides that the director would continue to serve on the Board until the director's successor is duly elected and qualified or until the director's earlier resignation or removal. Under our by-laws, in order for any incumbent director to become a nominee for election by the stockholders as a director, that director must tender an irrevocable offer to resign from the Board of Directors, contingent upon acceptance of such offer of resignation by the Board of Directors, if the director fails to receive a majority of the votes cast in an election that is not a contested election. If an incumbent director fails to receive a majority of the votes cast in an election that is not a contested election, the Corporate Governance & Sustainability Committee, or such other independent committee designated by the Board of Directors, must make a recommendation to the Board of Directors as to whether to accept or reject the offer of resignation of the incumbent director, or to take other action.

The Board of Directors must act on the offer of resignation, taking into account the committee's recommendation, within 90 days following certification of the election results. Each of the Corporate Governance & Sustainability Committee, in making its recommendation, and the Board of Directors, in making its decision, may consider such factors and other information as it may consider appropriate and relevant to the circumstances.

A brief statement about the background and qualifications of each nominee is provided on the following pages. No nominee has a familial relationship to any other director, nominee for director or executive officer. The independence of directors and nominees and other information related to the Board of Directors is described under the heading, "Corporate Governance – Independence" in this proxy statement. If any nominee for whom you have voted becomes unable to serve, your proxy may be voted for another person designated by the Board.

Selection of Director Nominees

The Corporate Governance & Sustainability Committee is responsible for identifying nominees for election to the Board. The Corporate Governance & Sustainability Committee may consider nominees suggested by several sources, including outside search firms, incumbent Board members and stockholders.

As provided in its charter, the Corporate Governance & Sustainability Committee seeks candidates with experience and abilities relevant to serving as a director of the Corporation and who will represent the best interests of stockholders as a whole, and not any specific interest group or constituency.

The Corporate Governance & Sustainability Committee, with input from the Chairman of the Board and other directors, evaluates the qualifications of each director candidate in accordance with the criteria described in the director qualification standards section of our Corporate Governance Principles. In evaluating the qualifications of director nominees, the Corporate Governance & Sustainability Committee considers factors including, but not limited to, the following:

Independence. Directors should neither have, nor appear to have, a conflict of interest that would impair the director's ability to represent the interests of all the Corporation's stakeholders and to fulfill the responsibilities of a director.

Commitment. Directors should be able to contribute the time necessary to be actively involved in the Board and its decision making and should be able and willing to prepare for and attend Board and committee meetings.

Diversity. Though the Board does not have a formal policy regarding the consideration of diversity in identifying nominees for director, directors should be selected so that the Board represents diverse experience at various policy making and executive levels in business, government, education and in industries that are relevant to the Corporation's business

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operations. The Board considers the term "diversity" to include differences of viewpoint, professional experience, education, skill and other individual qualities and attributes that contribute to Board heterogeneity.

Experience. Directors should be or have been in leadership positions in their field of endeavor and have a record of excellence in that field.

Integrity. Directors should have a reputation of integrity and be of the highest ethical character.

Judgment. Directors should have the ability to exercise sound business judgment on a large number of matters.

Knowledge. Directors should have a firm understanding of business strategy, corporate governance, board operations and other relevant business matters.

Skills. Directors should be selected so that the Board has an appropriate mix of skills in critical core areas, including, but not limited to: accounting, compensation, finance, government relations, legal, management, risk oversight and strategic planning.

These director qualification standards are evaluated by the Corporate Governance & Sustainability Committee each time a new candidate is considered for Board membership. The Corporate Governance & Sustainability Committee and the Board may take into account such other factors they consider to be relevant to the success of a publicly traded company operating in the steel industry. As part of the annual nomination process, the Corporate Governance & Sustainability Committee reviews the qualifications of each director nominee, including currently serving Board members, and reports its findings to the Board. On February 25, 2020, the Corporate Governance & Sustainability Committee determined that each director nominee satisfied the director qualification standards and advised the Board that each of the director nominees listed under "Proposal 1: Election of Directors" was qualified to serve on the Board.

The Corporate Governance & Sustainability Committee will consider director nominees recommended by stockholders. Notice of such recommendation should be sent in writing to the Chair of the Corporate Governance & Sustainability Committee, c/o the Corporate Secretary of United States Steel Corporation, 600 Grant Street, Suite 1500, Pittsburgh, PA 15219. The recommendation must include: (i) the candidate's name, address, occupation and share ownership; (ii) any other biographical information that will enable the Corporate Governance & Sustainability Committee to evaluate the candidate in light of the criteria described above; and (iii) information concerning any relationship between the candidate and the stockholder making the recommendation. The recommendation must also identify the writer as a stockholder of the Corporation and provide sufficient detail for the Corporate Governance & Sustainability Committee to consider the recommended individual's qualifications. The Corporate Governance & Sustainability Committee will evaluate the qualifications of candidates recommended by stockholders using the same criteria as used for other Board candidates.

Under the collective bargaining agreement with the United Steelworkers (the "USW"), the USW has the ability to recommend up to two individuals to be considered for Board membership. The agreement recognizes that every director has a fiduciary duty to the Corporation and all of its stockholders, and that each individual recommended by the USW must meet the criteria described above.

For purposes of the upcoming annual meeting, the Corporate Governance & Sustainability Committee has recommended the election of each nominee as a director. Each nominee has informed the Board that he or she is willing to serve as a director. If any nominee should decline or become unable or unavailable to serve as a director for any reason, your proxy authorizes the persons named in the proxy to vote for a replacement nominee, if the Board names one, as such persons determine in their best judgment.

It is the intention of the proxyholders to vote proxies for the election of the nominees named in this proxy statement, unless such authority is withheld.

The following is a brief description of the age, principal occupation, position and business experience, including other public company directorships, for at least the past five years, and major affiliations of each of the nominees. Each nominee's biographical information includes a description of the director's experience, qualifications, attributes and skills that qualify him or her to serve on the Board.

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Corporate governance is a continuing focus at U. S. Steel, embraced by the Board of Directors, management, and all employees. The Corporation has a long and rich tradition relating to corporate governance and public company disclosure, including being one of the first publicly traded companies in United States history to hold an annual meeting of stockholders and to publish an annual report. In this section, we describe some of our key governance policies and practices.

GOVERNANCE PRACTICES

U. S. Steel is committed to maintaining the highest standards of corporate governance and ethical conduct, which we believe are essential for sustained success and long-term stockholder value. In light of this goal, the Board oversees, counsels and directs management in the long-term interests of the Corporation, its stockholders and its customers. Our governance framework gives our highly-experienced directors the structure necessary to provide oversight, advice and counsel to U. S. Steel. The Board's responsibilities include, but are not limited to:

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overseeing the management of our business and the assessment of our business risks;



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overseeing the processes for maintaining the integrity of our financial statements and other public disclosures, and compliance with laws and ethical principles;



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reviewing and approving our major financial objectives and strategic and operating plans;



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overseeing our human capital management and succession planning for the CEO and other key executives; and



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establishing an effective governance structure, including appropriate board composition and planning for board succession.

The Board discharges its responsibilities through regularly scheduled meetings as well as through telephonic meetings, actions by written consent and other communications with management as appropriate. U. S. Steel expects directors to attend all meetings of the Board and the Board committees upon which they serve, and all annual meetings of the Corporation's stockholders. During the fiscal year ended December 31, 2019, the Board held eight meetings and numerous interim conference calls. All of the directors attended in excess of 75% of the meetings of the Board and the committees on which they served. All but one of the incumbent directors attended the 2019 Annual Meeting of Stockholders.

The Board has long adhered to governance principles designed to assure excellence in the execution of its duties. The Board regularly reviews the Corporation's governance policies and practices, which are responsive to stockholder feedback. These principles are outlined in our Corporate Governance Principles, which, in conjunction with our certificate of incorporation, by-laws, Board committee charters and related policies, form the framework for the effective governance of the Corporation.

The full text of the Corporate Governance Principles, by-laws, the charters for each of the Board committees, and the Corporation's Code of Ethical Business Conduct are available on the Corporation's website, www.ussteel.com. These materials are also available in print to any person, without charge, upon written request to:

Corporate Secretary
United States Steel Corporation
600 Grant Street, Suite 1500
Pittsburgh, PA 15219

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Corporate Governance At A Glance

BOARD LEADERSHIP STRUCTURE

The Board regularly considers the appropriate leadership structure for the Corporation. It has concluded that the Corporation and its stockholders are best served by the Board retaining discretion to determine whether the same individual should serve as both Chief Executive Officer and Chairman of the Board, or whether the Chairman of the Board should be an independent director. The Board believes that it is important to retain the flexibility to make this determination at any given point in time based on what it believes will provide the best leadership structure for the Corporation, taking into account the needs of the Corporation at that time. David S. Sutherland currently serves as the independent Chairman of the Board.

If the Chairman of the Board is not independent, the independent directors will elect from among themselves a Lead Director. The Chairman (or Lead Director) is elected annually by the Board. If the Chairman of the Board is independent, the Chairman's duties also include the duties of the Lead Director. The duties of the Lead Director are as follows:

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chair executive sessions of the non-employee directors;



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serve as a liaison between the Chief Executive Officer and the independent directors;



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approve Board meeting agendas and, in consultation with the Chief Executive Officer and the independent directors, approve Board meeting schedules to ensure there is sufficient time for discussion of all agenda items;



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approve the type of information to be provided to directors for Board meetings;



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be available for consultation and direct communication with the Corporation's stockholders;



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call meetings of the independent directors when necessary and appropriate; and



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perform other duties as the Board may from time to time designate.

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BOARD'S ROLE IN RISK OVERSIGHT

The Board of Directors is responsible for the oversight of the assessment and management of risks impacting the Corporation. The Board oversees the Corporation's enterprise-wide risk management approach. The Board relies on its standing committees to oversee specific risks related to that committee's functions.

The Board, as a whole, considers risk assessment and risk management. The Board annually reviews the Corporation's strategic plan which includes a review of risks related to: safety, environmental, operating and competitive matters; political, and regulatory issues; employee and labor issues; and financial results and projections. Although the Audit Committee has primary responsibility for overseeing risk management, each of our other Board committees also considers the risks within its specific areas of responsibility. Each committee regularly reports to the full Board on its respective activities, including, when appropriate, those activities related to risk assessment and risk management oversight.

The Audit Committee is responsible for reviewing and discussing the Corporation's policies with respect to the assessment of risks and risk management, including the following:

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the guidelines and policies that govern the process by which the assessment and management of the Corporation's exposure to risk are handled by senior management; and

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the Corporation's major risk exposures and the steps management has taken to monitor and control such exposures.

The Corporation's Internal Audit group provides regular reports to the Audit Committee on the results of various internal audit projects and provides recommendations for the enhancement of operational functions in order to reduce certain risks.

The Chief Risk Officer is responsible for the Corporation's financial and business risk management, including the assessment, analysis and monitoring of business risk and opportunities and the identification of strategies for managing risk. The Chief Risk Officer provides regular reports to the Audit Committee on these matters.

The Corporation believes that its leadership structure, as described above, supports the Board's role in risk oversight.

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BOARD OVERSIGHT OF STRATEGY

A primary responsibility of our Board is oversight of our business strategy. At each regular Board meeting throughout the year, our Board reviews our strategy, operating plans, and overall financial performance, and progress on each, and provides significant guidance and feedback. In addition, at least one multi-day meeting each year is dedicated to focus on our long-term strategic planning. The Board also devotes significant time to reviewing our capital allocation strategy. Annually, our Board reviews and approves our capital authorization and spending budgets, which are designed to strategically deploy capital intended to facilitate investments required to achieve operational excellence, grow profitability and generate strong returns. The primary goal of our capital allocation strategy is to create long-term stockholder value driven by three priorities for cash:

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investing in new technologies and innovation to achieve our "best of both" strategy;



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reinvesting in our current assets to advance operational excellence to deliver high-quality products and service to our customers; and



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maintaining our balance sheet priorities that are supportive of the Corporation's strategic objectives.

To oversee management's performance in executing our strategy, the Board receives regular updates and actively engages in dialogue with our executive management team. Members of our Board also periodically visit our facilities to monitor the execution of our strategy in our business units, and to assess areas for improvement or potential risk.

BOARD OVERSIGHT OF SUCCESSION PLANNING

Our Board and management consider succession planning and professional development to be an integral part of the Corporation's long-term strategy. The Board and management have a robust, well-developed succession planning process that not only develops internal leadership candidates, but also considers external leadership candidates for top executive roles. The Board and the Compensation Committee are responsible for monitoring our management succession and leadership development plans. Our Corporate Governance Principles require all executive officers to retire at age 65. The Compensation Committee may, in its discretion, waive that requirement, and did waive it for Mr. Burritt and Ms. Breves. At least twice annually, our full Board reviews senior management succession and development plans with our CEO. Our CEO then presents to the independent directors his evaluations and recommendation of future candidates for the CEO position and other senior leadership roles and potential succession timing for those positions, including under emergency circumstances. The Board also reviews and discusses development plans for individuals identified as high-potential candidates for senior leadership positions.

BOARD OVERSIGHT OF HUMAN CAPITAL MANAGEMENT

Moving up the talent curve is a critical success factor to achieving to the Corporation's strategy. Because it believes that the Corporation will only be able to successfully execute on its strategic priorities with the full engagement of a talented workforce, the Board and its committees oversee human capital management. The Board receives periodic reports on the results of employee engagement or inclusion surveys, the collective bargaining process and relationship between management and the United Steelworkers, relevant workforce metrics, including related to inclusion and diversity, talent development, and pay equity analysis and hiring practices. The Board also believes that visits to facilities enable it to judge the Corporation's culture first-hand. Within the past year, directors have visited the Corporation's Mon Valley Works and Granite City Works facilities. These experiences enable the Board to judge whether the Corporation is adopting business practices that create the engaged and stable workforce needed to achieve its long-term strategy.

BOARD EVALUATION PROCESS

Each year, the Board conducts annual self-evaluations to determine whether it and its committees are functioning effectively and whether its governing documents continue to remain appropriate. Our Board's self-evaluation is facilitated by a wide range of questions related to topics including operations, composition of the Board, responsibilities, governing documents and resources. The Board evaluation also includes an assessment of whether the Board (i) has the appropriate mix of skills, experience and other characteristics, including those described earlier, and (ii) is made up of a sufficiently diverse group of people. The process is designed and overseen by the Corporate Governance & Sustainability Committee, and the results of the evaluations are discussed by the full Board. Additionally, the Chairman of the Board conducts individual interviews with each director to discuss Board, committee and director performance and effectiveness. In 2018, the Board enhanced its typical evaluation process by engaging in a robust review of the effectiveness of the Board, conducted by an independent advisor. Each standing committee, other than the Executive Committee, annually reviews its own performance and reports the results and any recommendations to the Board.

BOARD REFRESHMENT

Our Board maintains a robust process in which the members focus on identifying, considering and evaluating potential board candidates. Our Corporate Governance & Sustainability Committee leads this process by considering prospective candidates at its meetings. In identifying appropriate candidates through a thoughtful evaluation, supported by its outside consultants, the committee is focused on aligning the skills, experience and characteristics of our Board with the strategic development of the

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Corporation and reflecting sufficient diversity to ensure its membership consists of individuals with a variety of backgrounds, skills, experience and attributes. Among other things, the members aim to strike a balance between the knowledge that comes from longer-term service on the Board with the fresh insights that can come from adding new members to the Board. The Board has been undergoing a deliberate refreshment effort over the past several years to add important skills, experience and diversity, to oversee our corporate strategy. In the last four years, five highly qualified independent directors have joined our Board. The following shows our board refreshment process:

INDEPENDENCE

All non-employee director nominees are independent within the definitions of independence of both the New York Stock Exchange ("NYSE") listing standards and the U.S. Securities and Exchange Commission ("SEC") standards for Audit Committee members: The Corporation has incorporated the NYSE and SEC independence standards into its own categorical standards for independence. The Board has affirmatively determined that none of the directors or nominees for director, other than Mr. Burritt, has a material relationship with the Corporation. The Board made such determination based on all relevant facts and circumstances.

In making its determination of director independence, the Board of Directors considered the fact that U. S. Steel purchased certain goods and services from WESCO International, Inc. ("WESCO") in 2019. Mr. Engel is the Chairman, President and Chief Executive Officer of WESCO. The Board determined that Mr. Engel did not have a direct or indirect material interest in these transactions and that the transactions were undertaken in the ordinary course of business. In addition, the value of materials purchased by U. S. Steel in 2019 was less than 2% of WESCO's annual gross revenues. As a result, the Board concluded that these transactions would not affect Mr. Engel's independence.

Additionally, the Board considered the fact that U. S. Steel indirectly sold products to Cabot Oil & Gas Corporation ("Cabot") in 2019. Mr. Dinges is the Chairman, President and Chief Executive Officer of Cabot. The Board determined that Mr. Dinges did not have a direct or indirect material interest in these transactions and that the transactions were undertaken in the ordinary course of business, and that the products sold by U. S. Steel were less than 2% of Cabot's annual gross revenues. Accordingly, the Board concluded that these transactions would not affect Mr. Dinges' independence.

The Board considered the fact that U. S. Steel purchased products from PPG Industries, Inc. ("PPG") in 2019. Mr. McGarry is the Chairman and Chief Executive Officer of PPG. The Board determined that Mr. McGarry did not have a direct or indirect interest in these transactions and that the transactions were undertaken in the ordinary course of business, and that the

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products purchased were less that 2% of PPG's annual gross revenues. Accordingly, the Board concluded that these transactions would not affect Mr. McGarry's independence.

The Board affirmatively determined that each member of the Audit Committee: (i) did not accept directly or indirectly any consulting, advisory, or other compensatory fee from the Corporation or any of its subsidiaries, (ii) was not an affiliated person of the Corporation or any of its subsidiaries, and therefore (iii) satisfied the NYSE's enhanced independence standards for audit committee members. The Board also determined that: (i) no member of the Compensation Committee has a relationship to the Corporation that is material to that director's ability to be independent from management in connection with the duties of a compensation committee member, and (ii) each member of the Compensation Committee therefore satisfies the independence requirements of NYSE listing standards.

DIRECTOR RETIREMENT POLICY

Our Corporate Governance Principles require any non-employee director to retire at the first annual meeting of stockholders after he or she reaches the age of 74. However, the Board may grant exceptions to this policy on a case-by-case basis. Each employee director must retire from the Board when he or she ceases to be an executive officer of the Corporation, except that the Chief Executive Officer may remain on the Board after retirement as an employee, at the Board's request, through the last day of the month in which he or she turns 70. Our Corporate Governance Principles also provide that directors who undergo a significant change in their business or professional careers shall volunteer to resign from the Board.

BOARD COMMITTEES

Under our by-laws and the general corporation law of the State of Delaware, U. S. Steel's state of incorporation, the business and affairs of U. S. Steel are managed under the direction of the Board of Directors. The non-employee directors regularly hold executive sessions without management. The Board has three principal committees, each of which is comprised exclusively of independent directors: (i) the Audit Committee; (ii) the Compensation & Organization Committee; and (iii) the Corporate Governance & Sustainability Committee.

Each of the principal committees has a written charter adopted by the Board, which is available on the Corporation's website (www.ussteel.com). The committee charters are regularly reviewed and updated to incorporate best practices and prevailing governance trends. The Board also has an Executive Committee that acts on, and reports to the Board on, routine or delegated matters that arise between Board meetings. Each principal committee is required to have at least three members, each of whom is considered independent. Each of the principal committee charters require the committee to perform a self-evaluation and review its charter annually. Each committee may in its sole discretion, retain or obtain the advice of outside advisors, including any consultant, independent legal counsel or other advisor, at the Corporation's expense to assist the committee in fulfilling its duties and responsibilities.

The table below shows the current committee memberships of our directors (as of March 10, 2020):