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.      )

(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

 

Transitioning to

Best for AllSM

CREATING LONG-TERM STOCKHOLDER VALUE

In 2021, we made significant progress in transitioning to our Best for All strategy to provide our customers with profitable steel solutions while creating a more sustainable future for all our stakeholders. Our strategy will help create long-term stockholder value by pursuing a business model that is more resilient to market volatility and is more profitable through the business cycle.

Value Creation is driven by growing our competitive advantages in low-cost iron ore, mini mill steelmaking and best-in-class finishing capabilities.

But our Best for All strategy goes far deeper than steelmaking methods. It’s about creating an environment where talented people grow and thrive. It’s about an intensified focus on our customers that guides collaborative, cross-functional teams and drives game-changing solutions. It’s about innovating to lead the way to sustainable steel.

Sustaining lives and livelihoods by creating a more sustainable future, for our company and the stakeholders who depend on us, is not only the right thing to do, it’s also essential to our long-term success.

 

 

A Message from our

Board Chair

At the Board level, we continue to embrace our oversight responsibilities, and we met 7 times as a Board throughout the year to stay informed and carry out our duties. Our Board members possess a diverse set of skills and backgrounds that allow us to approach decisions from a wholistic viewpoint. We also ensure the Board’s membership is appropriately comprised through our regular evaluation process and active board refreshment, and we have added 5 new board members in the past 3 years, including most recently, Terry Dunlap, who brings decades of steel industry expertise, as well as valuable experience in safety and labor relations.

The Board has put in place and strongly believes that our executive compensation program design incentivizes and engages our management team to execute the strategy to ensure U. S. Steel’s future success and is highly aligned with stockholder interests. Our corporate strategy is aligned with our sustainability strategy, and under the Board’s oversight, we have embedded strategic objectives and sustainability goals into our long-term executive compensation awards.

Please read the attached Proxy Statement, and we ask that you vote for our proposals to elect the eleven qualified and committed nominees for director, confirm our strong pay-for-performance executive compensation program, and ratify PwC as our independent auditor. We thank you for your continued support for U. S. Steel and in the Board as stewards of your investment.

Sincerely,

David S. Sutherland

Board Chair

 

 

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

Notice of 2022
Annual Meeting
of Stockholders

​	When:	​
​	Tuesday, April 26, 2022, 8:00 a.m. Eastern Time	​
​	Record Date:	​
​	February 28, 2022	​
​	Where:	​
​	Virtual Meeting www.virtualshareholdermeeting.com/X2022	​

​

Your Vote Matters: How to Vote

​

​		​	​	Online	​
			​	Prior to the Annual Meeting, visit www.proxyvote.com and use the control number that appears on your proxy card when you access the webpage.	​

​		​	​	Mail	​
			​	Complete and sign the proxy card and return it in the enclosed postage pre-paid envelope.	​

​		​	​	Phone	​
			​	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 16-digit control number that appears on your proxy.	​

​		​	​	At the Meeting	​
			​	Stockholders as of February 28, 2022 (the “record date”) may attend the virtual Annual Meeting and vote by using the 16-digit control number found on the proxy card, voting instructions or notice you previously received.	​

Important Notice Regarding the Availability of Proxy Materials for the 2022 Annual Meeting of Stockholders to be held on Tuesday, April 26, 2022: Our Proxy Statement and 2021 Annual Report are available free of charge on our website at www.ussteel.com or www.proxyvote.com.

 

Dear Fellow U.S. Steel
Stockholders

March 11, 2022

Reflecting on 2021, it was a record year, and one where we defined the new U. S. Steel, voiced our ambitions as a global corporate citizen and set the course for our long-term future.​

Steel is essential. And since 1901, we have been producing the steels that society needs and that keep people safe in their daily lives. Today at U. S. Steel, we’re changing the way we produce steels to those that are more sustainable than ever. We’re making it possible for our customers to deliver safe, strong, and durable products …and doing our part to solve the hardest societal challenges from climate change. And we’re doing so to advance the long-term interests of our stakeholders, lowering operating costs, reducing our capital intensity and carbon intensity and increasing profitability to position us for long-term success.

The pandemic that has circled the globe and persists as I pen this letter has changed the way we do business. The world suffered a terrible human toll, and as a company, we were reminded that leading and enabling a strong values-based culture where our employees can thrive is paramount; having a resilient business model, able to endure ups and downs, is fundamental; and securing a regional supply chain is critical to our economy. And so, in 2021 we articulated the next phase of our strategy … getting to Best for All to set the course for our future and one that benefits all our stakeholders.

As a company we measure our success in a number of ways: first and foremost, by ensuring the health and safety of our employees; by consistently delivering outstanding financial performance; by strengthening our unique value proposition for our customers; by ensuring we create an inclusive culture to support a diverse and high performing workforce; and by optimizing the impact we have on society. And, without a doubt, 2021 was our best year yet.

LEADER IN SAFETY

Once again we bested all industry peers and benchmarks in our OSHA Days Away from Work performance at 0.06 days, a U. S. Steel record. Our constant focus on safety is embedded into our culture and we look for ways to continuously improve and share our knowledge, including with our newest colleagues. We know that making steel is a difficult but necessary job, and the safety of our workforce is our unwavering top priority. Through our active involvement with the National Safety Council and Campbell Institute and implementation of our Safety Management System and Steel Safety and Security Center of Excellence, we are working to make injury-free work environments a reality. We’ve also set a target to achieve ISO 45001 certification at Big River Steel by the end of 2023 and the balance of our operating facilities beginning in 2024.

RECORD FINANCIAL PERFORMANCE

In 2021, we dramatically accelerated our transformation and delivered record financial results for our stockholders.

We achieved exceptional earnings performance, delivering an over 200% increase in revenues, net earnings of approximately $4.2 billion, adjusted EBITDA of approximately $5.6 billion, 28% EBITDA margin and earnings per share growth of over 150% to $14.88 per share. This remarkable financial success allowed us to repay over $3.1 billion in debt in 2021, and derisk our already overfunded pension and OPEB plan by approximately $280 million, ending the year with liquidity of approximately $5.0 billion, including cash of  $2.5 billion. Of our remaining debt, 80% is due in 2029 and beyond. In addition, we returned capital to our stockholders through $173 million in share buybacks and dividends and committed over $3 billion in capital expenditures to fuel future growth to expand our competitive advantages.

Because of our financial success and the strength of our balance sheet, we’ve been able to invest in our future by executing our strategy, focusing on three pillars:

–

Leveraging our low-cost iron ore position, including increased production at our mines to support internal needs and third-party sales;

​

–

Expanding competitive advantages in mini mill steelmaking, including progressing on the construction of a new greenfield mini mill steelmaking facility; and

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Investing in best-in-class finishing capabilities, including the new non-grain oriented electrical steel line and construction galvalume line at our Big River Steel facility, both announced in 2021.

​

We advanced all aspects of this strategy in 2021, and you will see more details in this proxy statement.

STRENGTHENING OUR UNIQUE VALUE PROPOSITION FOR OUR CUSTOMERS

Our strategy also requires a deliberate focus on customer-centricity. We provide steel to over 850 customers, primarily in the automotive/transportation, appliance, electrical steel, construction, energy, service centers and packaging industries, as we accelerate our efforts to build differentiated customer-supplier relationships. Doing so requires that we build a connection to support and anticipate their materials needs. We do this in a variety of ways, including by bringing our customers into our innovation and R&D processes, and we have received external recognition by a number of organizations for the progress we have made. As we adapted to a more virtual work environment during the pandemic, we leveraged the opportunities to have more connections with our customers and at more levels within our organizations. We continue to seek ways to connect with our customers and find mutually beneficial solutions to their needs and the needs of their customers.

CREATING AN INCLUSIVE CULTURE TO SUPPORT A DIVERSE AND HIGH PERFORMING WORKFORCE

None of our success in 2021 would be possible without the hard work and dedication of our over 24,000 employees. We know that attracting and retaining top talent requires that we have an environment where everyone can thrive. In 2021, we continued and expanded our diversity and inclusion initiatives, and again achieved a 100% score on the Human Rights Campaign’s Corporate Equality Index for the third year in a row. We also engaged our employees and solicited their feedback on the distributed, hybrid working environment, as we assessed plans for the post-pandemic working environment, and found that our employees are more satisfied, more productive and demand the flexibility such an environment allows. We believe that continuing a flexible work environment for employees, where possible, will help us attract and retain top talent in a competitive environment, and enable a productive and innovative environment for a more connected culture. We also continued efforts to promote talent development and succession planning throughout the organization, as detailed in this proxy statement.

OPTIMIZING OUR IMPACT ON SOCIETY AND THE PLANET

As corporate citizens, we take seriously our responsibility to the communities in which we live and work. Engagement in our communities occurs at every level, and I am heartened to see how our dedicated employees devote time to improving their communities, through school enhancement projects, park clean up and food and toy drives, among other activities. We established the “United by Service” award this year to recognize the incredible contribution

of our U.S.-based employees. In Slovakia, our USSK employees completed more than one hundred community support projects, including donating over 5,000 meals to local homeless shelters. As a corporation, we also know that investing in our communities is investing in our future, and that’s why we have again partnered with the Pittsburgh Steelers and the Pittsburgh Penguins professional sports franchises to promote STEM and literacy education in our Mon Valley community.

We also work every day to ensure we keep our environment clean, and in 2021 achieved excellent environmental performance. We also are doing our part to reduce greenhouse gas (GHG) emissions and have announced mid-term and long-term goals for GHG emissions reductions. As we continue our strategy to capitalize on the infinite recyclability of steel with our transition to mini mill steelmaking, we expect to achieve our 2030 goal to reduce GHG emissions intensity by 20% and are making good progress towards our 2050 net zero ambition. We are also partnering with like-minded organizations to explore and pursue possible technologies to further reduce carbon in the steelmaking process. These efforts are detailed in our 2020 Sustainability Report, our inaugural Task Force on Climate-related Financial Disclosures (TCFD) Report, our Roadmap to 2050 and in this proxy statement.

REPRESENTING AND RESPONDING TO OUR STOCKHOLDERS

This last year provided us many opportunities to engage with our stockholders through a variety of platforms to understand your views and priorities, and to update you on our progress to create long-term value for all our stakeholders. We remain committed to ongoing and meaningful engagement with our stockholders. Our executive leadership team met directly with investors throughout the year, including through virtual conferences and round tables. Our cross-functional stockholder engagement team, consisting of our Investor Relations group, Strategy & Sustainability group, Human Resources organization, and Corporate Secretary office, also meets with a broad base of investors throughout the year to discuss executive compensation, corporate governance, and sustainability practices. You can read more about our robust stockholder engagement in this proxy statement.

YOUR VOTE MATTERS

We 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.

In closing, thank you for your continued interest in U. S. Steel. While 2021 was a year of records, our best years are ahead.

Now let’s get back to work  –  safely.

Sincerely,

David B. Burritt President & CEO

 

Contents

​	Proxy Summary	​	​	​	​	1	​	​
​	Proposal 1: Election of Directors	​	​	​	​	8	​	​
​	Corporate Governance	​	​	​	​	18	​	​
​	Our Sustainability Framework	​	​	​	​	26	​	​
​	Director Compensation	​	​	​	​	29	​	​
​	Related Person Transactions Policy	​	​	​	​	31	​	​
​	Proposal 2: Advisory Vote on Executive Compensation	​	​	​	​	33	​	​
​	Compensation & Organization Committee Report	​	​	​	​	34	​	​
​	Compensation Discussion and Analysis (see detailed table of contents p. 35	​	​	​	​	35	​	​
​	Executive Compensation Tables	​	​	​	​	61	​	​
​	Potential Payments Upon Termination or Change in Control	​	​	​	​	68	​	​
​	CEO Pay Ratio	​	​	​	​	75	​	​
​	Proposal 3: Ratification of the Appointment of PricewaterhouseCoopers LLP as Independent Registered Public Accounting Firm	​	​	​	​	76	​	​

​	Audit Fees	​	​	​	​	77	​	​
​	Audit Committee Report	​	​	​	​	77	​	​
​	Stock Ownership of Directors and Executive Officers	​	​	​	​	78	​	​
​	Delinquent Section 16(A) Reports	​	​	​	​	79	​	​
​	Certain Legal Matters	​	​	​	​	79	​	​
​	Stock Ownership of Certain Beneficial Owners	​	​	​	​	79	​	​
​	Questions and Answers About the Annual Meeting and Voting	​	​	​	​	80	​	​
​	Important Additional Information	​	​	​	​	84	​	​
​	Appendix A  –  Use of Non-GAAP Financial Measures	​	​	​	​	A-1	​	​
​	Appendix B  –  Definitions of Compensation Metrics	​	​	​	​	B-1	​	​

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,” “may” and similar expressions or by using future dates in connection with any discussion of, among other things, the construction or operation of new or existing facilities, 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, anticipated cost savings, potential capital and operational cash improvements, anticipated disruptions to our operations and industry due to the COVID-19 pandemic, changes in global supply and demand conditions and prices for our products, international trade duties and other aspects of international trade policy, statements regarding our future strategies, products and innovations, statements regarding our greenhouse gas emissions intensity reduction goals, 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, 2021, and those described from time to time in our future reports filed with the Securities and Exchange Commission (“SEC”). References to (i) “U. S. Steel,” the “Corporation,” “we,” “us,” and “our” refer to United States Steel Corporation and its consolidated subsidiaries unless otherwise indicated by the context, (ii) “Big River Steel” refers to Big River Steel Holdings LLC and its direct and indirect subsidiaries unless otherwise indicated by the context and (iii) “Transtar” refers to Transtar LLC and its direct and indirect subsidiaries unless otherwise indicated by the context.

U. S. Steel does not incorporate into this document the contents of any website or the documents referred to in this proxy statement.

Throughout this proxy statement, we refer to certain non-GAAP measures, including EBITDA, adjusted EBITDA and free cash flow. See the reconciliation to the corresponding GAAP measure set forth in Appendix A of this proxy statement.

References throughout this document to GHG emissions refer to Scope 1 and Scope 2 emissions.

 

​

Proxy Summary​

​

​

The Virtual Annual Meeting will be held: Tuesday, April 26, 2022 8:00 a.m. Eastern Time Record Date: February 28, 2022

​

​	​	​	​	​	​	For more information	​	​	Board Recommendation	​
Proposal 1	​	​	Election of Directors	​	​	Page 1	​	​	FOR each Nominee	​
Proposal 2	​	​	Advisory Vote on the Compensation of Named Executive Officers	​	​	Page 33	​	​	FOR	​
Proposal 3	​	​	Ratification of the Appointment of PricewaterhouseCoopers LLP as Independent Registered Public Accounting Firm	​	​	Page 76	​	​	FOR	​

​	WHAT’S NEW​				​
​	–  Transition to Mini Mill Footprint: Building on our January 2021 acquisition of Big River Steel (“BRS”), last year we also announced planned construction of a second mini mill greenfield site, and investments in finishing capabilities at our BRS location, all which are expected to increase profitability and support our sustainability goals. ​  –  Board Refreshment: In the last three years, five new directors have joined our Board bringing important skills, experiences and diversity to our Board. ​  –  Improved Sustainability Reporting: In 2021, we issued our first report aligned with the recommendations from the Task Force on Climate-related Financial Disclosures (TCFD) and published a “Roadmap to Net Zero” on our website to provide transparent explanation of our long-term strategy to reduce GHG emissions. ​	​	​	We have issued a Sustainability report each of the last three years, providing continued disclosure and transparency into our Sustainability program, including a reporting index aligned with relevant Global Reporting Initiative (GRI) and Sustainability Accounting Standards Boards (SASB) standards. ​  –  Financial and Compensation Metrics aligned with ESG Goals: In 2021 we modified three of our revolving credit facilities to include sustainability-linked covenants, and also granted a long-term performance award to our executives based, in part, on achievement of GHG emissions reductions, as we continue to align our sustainability goals with our Best for All strategy. ​	​

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U. S. Steel Committees

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Director Nominee

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Age

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Director Since

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Principal Occupation/Experience

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Other Public Company Boards

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Audit

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Compensation & Organization

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Corporate Governance & Sustainability

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Executive

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Tracy A. Atkinson

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57

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2020

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Ret. EVP and Chief Administration Officer, State Street Corporation

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2

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■

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David B. Burritt

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66

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2017

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President and CEO, United States Steel Corporation

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1

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Terry L. Dunlap

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62

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2022

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Fmr. CEO and President of TimkenSteel and Ret. Executive Vice President of Allegheny Technologies

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2

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John J. Engel

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60

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2011

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Chairman, President and CEO, WESCO International, Inc.

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1

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John V. Faraci

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72

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2019

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Fmr. Executive Chairman, Carrier Global Corporation and Ret. Chairman and CEO, International Paper Co.

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3*

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Murry S. Gerber

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69

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2012

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Ret. Chairman and CEO, EQT Corporation

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2

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Jeh C. Johnson

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64

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2020

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Partner, Paul, Weiss, Rifkind, Wharton & Garrison LLP and Fmr. Secretary, Dept. of Homeland Security

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1

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Paul A. Mascarenas

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60

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2016

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Ret. Chief Technical Officer, Ford Motor Company

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3

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Michael H. McGarry

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64

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2019

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Chairman & CEO, PPG Industries Inc.

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1

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David S. Sutherland (Board Chair)

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72

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2008

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Ret. President and CEO, IPSCO, Inc.

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2

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Patricia A. Tracey

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71

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2007

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Ret. VP, Homeland Security and Defense Services, HP Enterprise Services

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0

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​	We are committed to good corporate governance, which promotes the long-term interests of stockholders, strengthens Board and management accountability, and helps build public trust in U. S. Steel. Our governance highlights include:				​
​	– Annual election of directors ​ – 10 of our 11 director nominees are independent, including the Board Chair ​ – Independent Audit, Compensation & Organization, and Corporate Governance & Sustainability committees ​ – Regular executive sessions of independent directors ​ – Robust oversight of strategic objectives, risk management and sustainability by full Board and committees ​ – Annual Board and committee self-evaluations ​ – Executive compensation driven by pay-for-performance philosophy ​ – Active Board refreshment approach to ensure Board composition aligns with corporate strategy ​	​	​	– Proxy access right in line with market standards ​ – Stock ownership and holding guidelines for directors and executives ​ – A robust Code of Ethical Business Conduct that is based on our S.T.E.E.L. Principles ​ – Annual stockholder engagement ​ – Best in class compliance commitment ​ – Regular review of Chief Executive Officer (“CEO”) and senior management succession planning ​ – Ability of our Board and its committees, at their sole discretion, to hire independent advisors, including counsel, at U. S. Steel’s expense ​	​

​	OUR COMMITMENT TO STOCKHOLDER ENGAGEMENT​				​
​	In 2021, we contacted stockholders representing approximately 40% of our outstanding shares and held meetings with investors who accepted our invitation, representing approximately 15% of our outstanding stock. Our stockholders provided constructive feedback and were generally supportive of our current governance, sustainability and compensation practices.				​
​	Topics covered in our engagement meetings:				​
​	– Strategy Transitioning to Best for All to provide customers with profitable steel solutions for all of our stakeholders ​ – Sustainability program focused on driving U. S. Steel towards its future as a sustainable solutions provider ​ – Executive Compensation program that aligns pay for performance and incentivizes behaviors to deliver long-term stockholder value ​	​	​	– Human Capital Management to ensure safety first for our employees, enhance inclusion and diversity and invest in the communities where we live and work ​ – Board Composition and Effectiveness to oversee risk and grounded in good governance ​	​

​	Record Setting Safety and Operating Performance	​	​	– All-time best days away from work (DAFW) safety performance at 0.06, significantly outperforming the industry average reported by the U.S. Bureau of Labor Statistics ​ – Continued stringent COVID-19 protocols and encouraged and facilitated access to vaccinations to ensure health and safety of employees and continuity of operations ​ – Operated facilities efficiently and effectively, achieving record levels of productivity, quality and reliability ​	​
​	Innovating for our Customers	​	​	– Launched verdeX product line of sustainable steels to help customers meet their growing need for a less carbon intensive supply chain ​ – First trade shipments of coated XG3 AHSS material, including a launch on the new Jeep Grand Cherokee ​ – Big River Steel awarded 2021 Daimler Sustainability Recognition ​ – Partnered with Greenbrier and Norfolk Southern to innovate sustainable lightweight production of railcars ​	​
​	Transitioning to Best for All	​	​	– Completed acquisition of Big River Steel, and invested in non-grain oriented electrical steel line and coating line to further enhance best-in-class finishing capabilities ​ – Announced construction of a second mini mill facility located in Osceola, Arkansas ​ – Transformed balance sheet, repaying $3.1 billion of debt to get to year-end liquidity of approximately $5.0 billion, including approximately $2.5 billion of cash, to support the execution of our strategy ​ – Divested non-core asset with sale of Transtar railroad business for $640 million ​	​
​	Record Financial Performance to Deliver Long-Term Value to our Stockholders and Support strategy Execution	​	​	– Achieved net earnings of approximately $4.2 billion with record of approximately $5.6 billion EBITDA; 28% EBITDA margins ​ – Achieved 33% total shareholder return ​ – Generated $3.2 billion in free cash flow ​ – Achieved record low 23-day cash conversion cycle time, demonstrating intense focus on cash efficiency ​ – Reinstated $0.05 quarterly dividend in fourth quarter and established $300 million stock repurchase program, with $173 million of direct returns to stockholders in 2021 ​	​
​	Demonstrating our Commitment to Environmental Stewardship	​	​	– Released enhanced and updated Sustainability Report, including a reporting index aligned with relevant Global Reporting Initiative (GRI) and Sustainability Accounting Standards Boards (SASB) standards ​ – Published U. S. Steel’s first Task Force on Climate-Related Financial Disclosures (TCFD) Report and published a “Roadmap to Net Zero” on our website to provide transparent explanation of our long-term strategy to reduce GHG emissions. ​ – Announced bold ambition to achieve net zero carbon emissions by 2050 ​ – Became first North American steel company to join ResponsibleSteel, the industry’s first global multi-stakeholder standard and certification program ​	​
​	Investing in our People and our Community	​	​	– Named to Newsweek’s List of the 100 Most Loved Workplaces for 2021 ​ – Awarded a perfect “100” score by the Human Rights Campaign® Corporate Equality Index for the third straight year ​ – Sponsored two fellows for the CEO Action for Diversity & Inclusion™ ​ – Launched United by Service volunteer campaign to provide paid time to employees contributing to their communities ​ – Launched multi-year initiative with Pittsburgh Penguins and the Penguins Foundation to invest in literacy and provide access to sports within the Mon Valley and expanded our existing partnership on STEM education for local schoolchildren with the Pittsburgh Steelers to add support of veterans ​	​

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Proposal 1:
Election of Directors

​	Stockholders are being asked to elect eleven director nominees for a one-year term.	​
​		​
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​	Board Recommendation:				​
​		​	​	The Board of Directors recommends a vote “FOR” the election of each nominee.	​
​		​	​	​	​

At the Annual Meeting, eleven director nominees are up for election for a one-year term. Each nominee elected will serve until our next annual meeting of stockholders and until his or her successor is duly elected and qualified. All of the nominees are presently members of the Board of Directors. The Board unanimously recommends that stockholders vote FOR the election of all eleven nominees. Mr. Dunlap was elected to the Board by the Board of Directors in February 2022 upon the recommendation of the Board Chair.

MAJORITY VOTE

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.

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If a nominee who is currently serving as a director is not re-elected, then 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.

​

–

If the director fails to receive a majority of the votes cast in an election that is not a contested election, then that director must tender an irrevocable offer to resign from the Board, contingent upon acceptance of such offer of resignation by the Board of Director.

​

–

If an incumbent director fails to receive a majority of the votes cast in an election that is not a contested election, then the Corporate Governance & Sustainability Committee, or another independent committee designated by the Board of Directors, must make a recommendation to the Board as to whether to accept or reject the offer of resignation of the incumbent director, or to take other action.

​

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

DIRECTOR INDEPENDENCE

A brief description of the background and qualifications of each nominee is provided on pages 12-17. 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—​Director 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.

DIRECTOR LIMITATIONS ON OTHER BOARDS

Our Corporate Governance Principles limit the number of public company boards our directors may serve on to five, and for currently serving public company CEOs, to three.

 

PROPOSAL 1: ELECTION OF DIRECTORS DIRECTOR RETIREMENT POLICY

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 U. S. Steel. However, the CEO 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. All directors who undergo a significant change in their business or professional careers must volunteer to resign from 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.

The Corporate Governance & Sustainability Committee seeks candidates with experience and abilities relevant to serving as a director of U. S. Steel and who will represent the best interests of stockholders as a whole, and not any specific interest group or constituency. The committee, with input from the Board Chair 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.

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 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 Committee reviews the qualifications of each director nominee, including currently serving Board members, and reports its findings to the Board. On February 22, 2022, 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.

 

PROPOSAL 1: ELECTION OF DIRECTORS SELECTION OF DIRECTOR NOMINEES​

Stockholder Recommendations for Director Nominees

The Corporate Governance & Sustainability Committee will consider director nominees recommended by stockholders. Notice of a recommendation must 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 1884, Pittsburgh, PA 15219. The recommendation must include:

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the candidate’s name, address, occupation and share ownership;

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any other biographical information that will enable the Corporate Governance & Sustainability Committee to evaluate the candidate in light of the criteria described above; and

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information concerning any relationship between the candidate and the stockholder making the recommendation.

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The recommendation must also identify the writer as a stockholder of U. S. Steel and provide sufficient detail for the Corporate Governance & Sustainability Committee to consider the recommended individual’s qualifications. The Committee will evaluate the qualifications of candidates recommended by stockholders using the same criteria as used for other Board-nominated 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 U. S. Steel and all of its stockholders, and that each individual recommended by the USW must meet the criteria described above.

 

PROPOSAL 1: ELECTION OF DIRECTORS DIRECTOR NOMINEE SKILL MATRIX

DIRECTOR NOMINEE SKILL MATRIX

We consider current Board skills, background, experience, tenure and anticipated retirements to identify gaps that may need to be filled through the Board refreshment process. The following chart summarizes the core competencies that the Board considers valuable to effective oversight of U. S. Steel and illustrates how the current Board members individually and collectively represent these key competencies. The lack of an indicator for a particular item does not mean that the director does not possess that qualification, skill, or experience rather, the indicator represents that the item is a core competency that the director brings to the Board.

 

PROPOSAL 1: ELECTION OF DIRECTORS 2022 DIRECTOR NOMINEES

2022 DIRECTOR NOMINEES

For the upcoming Annual Meeting, the Board, based on the recommendation of the Corporate Governance & Sustainability Committee, is recommending 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. 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.

A brief biography about the background and qualifications of each director nominee is provided on the following pages.

 

PROPOSAL 1: ELECTION OF DIRECTORS 2022 DIRECTOR NOMINEES

 

PROPOSAL 1: ELECTION OF DIRECTORS 2022 DIRECTOR NOMINEES

 

PROPOSAL 1: ELECTION OF DIRECTORS 2022 DIRECTOR NOMINEES

 

PROPOSAL 1: ELECTION OF DIRECTORS 2022 DIRECTOR NOMINEES

 

PROPOSAL 1: ELECTION OF DIRECTORS 2022 DIRECTOR NOMINEES

 

Corporate
Governance

Corporate governance is a continuing focus at U. S. Steel, embraced by the Board of Directors, management, and all employees. We have 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.

OUR GOVERNANCE FRAMEWORK

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 its stockholders.

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During the fiscal year ended December 31, 2021, the Board held seven meetings and numerous interim conference calls.

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All of the directors attended in excess of 75% of the meetings of the Board and the committees on which they served.

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All of the then-serving directors attended the 2021 Annual Meeting of Stockholders.

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The Board has long adhered to governance principles designed to assure excellence in the execution of its duties. The Board regularly reviews U. S. Steel’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 U. S. Steel.

 

CORPORATE GOVERNANCE OUR GOVERNANCE FRAMEWORK

Corporate Governance at A Glance

 

CORPORATE GOVERNANCE BOARD LEADERSHIP STRUCTURE

BOARD LEADERSHIP STRUCTURE

The Board regularly considers the appropriate leadership structure for U. S. Steel. 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 Board Chair, or whether the Board Chair 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 will provide the best leadership structure, taking into account the needs of U. S. Steel at that time. David S. Sutherland currently serves as the independent Board Chair.

If the Board Chair is not independent, then the independent directors will elect from among themselves a Lead Director. The Board Chair (or Lead Director) is elected annually by the Board. Because our current Board Chair is independent, his duties also include the duties of the Lead Director set forth below.

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 our long-term strategic planning. The Board also devotes significant time to reviewing our capital allocation strategy aligned with the Best for All 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, generate strong returns and improve sustainability performance.

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 operating segments, and to assess areas for improvement or potential risk.

 

CORPORATE GOVERNANCE BOARD OVERSIGHT OF SUCCESSION PLANNING

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. Our Board discusses succession planning at each of its quarterly meetings.

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. The Board is 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.

BOARD OVERSIGHT OF SUSTAINABILITY

The Corporate Governance & Sustainability Committee retains oversight of the sustainability program and the risks associated with achieving certain sustainability-related measures. As part of its oversight, the Corporate Governance & Sustainability Committee reviews sustainability as a standing agenda item, including reports and discussions on sustainability strategic priorities, implementation of the GHG emissions and intensity reduction targets, and the use of reporting and disclosure frameworks. The Corporate Governance & Sustainability Committee meets at least four times a year, and reports climate-related matters to the Board, which retains overall oversight of sustainability, risk and strategic direction. In addition, the Audit Committee has been delegated authority to oversee our ERM program and practices, including the Corporation’s evaluation of potential risks relating to climate change. The Audit Committee assists the Board in overseeing the operational activities of the Corporation and the identification and review of risks that could have a material impact on U. S. Steel, including risks related to climate change.

BOARD OVERSIGHT OF CULTURE AND HUMAN CAPITAL MANAGEMENT

Moving up the talent curve is a critical success factor to achieving our corporate strategy. Because we believe U. S. Steel 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, and relevant workforce metrics, including those related to inclusion and diversity, talent development, and pay equity analysis and hiring practices.

Director Visits to U. S. Steel Facilities

The Board also believes that visits to facilities enable it to observe the Corporation’s culture first-hand. In 2021, all of our directors visited the newly acquired Big River Steel facility, and certain of our newer directors also visited our Gary Works facility and our Research Center. These experiences enable the Board to evaluate whether the Corporation is adopting business practices that create the engaged and stable workforce needed to achieve its long-term strategy.

 

CORPORATE GOVERNANCE BOARD’S ROLE IN RISK OVERSIGHT

BOARD’S ROLE IN RISK OVERSIGHT

The Board of Directors is responsible for overseeing the assessment and management of risks impacting U. S. Steel. The Board annually reviews U. S. Steel’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.

 

CORPORATE GOVERNANCE BOARD AND COMMITTEE EVALUATION PROCESS

BOARD AND COMMITTEE 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. 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. The process is designed and overseen by the Corporate Governance & Sustainability Committee.

Annual Board and Committee Self-Evaluations

BOARD REFRESHMENT

Our Board maintains a robust process to identify, consider and evaluate 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 U. S. Steel. A primary goal is to ensure sufficient Board diversity so that 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 three years, five highly qualified independent directors have joined our Board. The following shows our Board refreshment process:

 

CORPORATE GOVERNANCE BOARD COMMITTEES

BOARD COMMITTEES

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Director

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Audit Committee

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Compensation & Organization Committee

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Corporate Governance & Sustainability Committee

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Executive Committee

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Tracy A. Atkinson

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David B. Burritt

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Terry L. Dunlap

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John J. Engel

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John V. Faraci

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Murry S. Gerber

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Jeh C. Johnson

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Paul A. Mascarenas

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Michael H. McGarry

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David S. Sutherland (Board Chair)

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Patricia A. Tracey

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TOTAL MEETINGS HELD IN 2021:

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5

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7

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7

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CORPORATE GOVERNANCE BOARD COMMITTEES

 

CORPORATE GOVERNANCE OUR SUSTAINABILITY FRAMEWORK

OUR SUSTAINABILITY FRAMEWORK

U. S. Steel is a leading steel producer of high-quality, value-added steel products that serve as the building blocks of a sustainable future.

REDUCTION OF GREENHOUSE GAS EMISSIONS

Social​

Employee Health & Safety​

At U. S. Steel, we have a long-standing commitment to the safety and health of every person who works in our facilities. Our goal is to attain a sustainable zero harm culture supported by leadership and owned by an engaged and highly skilled workforce, empowered with the capabilities and resources needed to assess, reduce, and eliminate workplace risks and hazards. In support of these objectives, we have developed an enhanced Safety Management System, initiated new safety communication methods and enhanced contractor safety processes. One of our most important safety protocols is our fatality prevention audit program. These proactive assessments of the processes and protocols we have in place, and adherence to them, to avoid fatalities and severe injuries are conducted annually at the enterprise level and more frequently at each of our facilities.

 

CORPORATE GOVERNANCE OUR SUSTAINABILITY FRAMEWORK

We assess our safety performance through a variety of lagging and leading indicators, including OSHA DAFW. For 2021, we had a corporate DAFW rate of 0.06, another record performance for U. S. Steel and significantly better than the U.S. Bureau of Labor Statistics’ Iron and Steel benchmark DAFW rate.

HUMAN CAPITAL MANAGEMENT — DIVERSITY, EQUITY & INCLUSION

At U. S. Steel, we are focused on attracting and retaining the top talent needed to support our strategic transformation and meet our customers’ rapidly changing needs as a sustainable steel solutions provider. The support and development of our people is foundational to achieving our Best for All strategy. We refer to this strategic talent pillar as “Moving Up the Talent Curve.” Attracting, developing, and retaining a workforce of talented, diverse people is essential to having high-performing teams that drive results for our Corporation’s stakeholders.

Inclusive Benefits. As part of our commitment to cultivating a culture of caring, we have inclusive benefits available for our U.S. non-represented workforce, including expanded parental leave, back-up dependent care, infertility coverage, gender reassignment coverage and healthcare continuation for the families of employees who suffered work-related or military service fatalities. In 2021, U. S. Steel earned a 100% score on the Human Rights Campaign’s annual Corporate Equality Index in recognition of our comprehensive and inclusive benefits for the third year in a row.

COMMUNITY ENGAGEMENT

We are dedicated to engaging with the communities in which we live and work. In 2021, we entered into a multi-year partnership with the Pittsburgh Penguins to invest in literacy and provide access to sports in the Mon Valley and expanded our existing partnership on STEM education for local schoolchildren with the Pittsburgh Steelers to add support of veterans.

Governance​

BOARD OVERSIGHT OF SUSTAINABILITY AND CORPORATE GOVERNANCE

Our Board oversees our sustainability program primarily through the Corporate Governance & Sustainability Committee. The Corporate Governance & Sustainability Committee reviews sustainability as a standing agenda item at each quarterly meeting, including reports and discussions on sustainability strategic priorities, implementation of the greenhouse gas (GHG) emissions intensity reduction targets, and the use of reporting and disclosure frameworks and reviews all sustainability reports prior to publication. It also makes recommendations to the Board and monitors compliance with U.S. Steel’s programs and practices regarding government relations and political contributions, corporate philanthropy and stockholder engagement.

ETHICS & COMPLIANCE

Our culture is based on our S.T.E.E.L. Principles: Safety First; Trust and Respect; Environmental Stewardship, Excellence and Accountability; and Lawful and Ethical Conduct. We expect our employees and members of our Board to take personal responsibility to “do what’s right,” and our Code of Ethical Business Conduct serves as the foundation for the actions of our employees and directors.

Employee ethics and compliance training. To ensure that employees understand our expectations and all applicable rules, we provide formal ethics and compliance training to our employees. We also have frequent communication, providing information about key compliance topics, which include messages from senior management underscoring the importance of doing business with integrity.

In addition, through our annual policy certification process, employees and directors certify their ongoing compliance with our Code of Ethical Business Conduct. In 2021, we were awarded as the Best Compliance and Ethics Program at Corporate Secretary’s annual Corporate Governance Awards

 

CORPORATE GOVERNANCE COMMITMENT TO STOCKHOLDER ENGAGEMENT

COMMITMENT TO STOCKHOLDER ENGAGEMENT

The Board, as well as management, prioritizes constructive communication with our stockholders to learn about their views regarding U. S. Steel and our governance and compensation practices. Our CEO, CFO and Investor Relations team regularly communicate with our investors and the investment community regarding our business strategy and financial performance. Additionally, we have maintained ongoing dialogue with our largest stockholders regarding our corporate governance and executive compensation program since 2012. The feedback we receive from these discussions is carefully considered by the Board, the Corporate Governance & Sustainability Committee and the Compensation & Organization Committee.

Our Engagement Process

 

CORPORATE GOVERNANCE DIRECTOR COMPENSATION

Actions Taken by the Board Following Stockholder Engagement

The feedback we receive from our stockholder during our engagements is thoughtfully considered by management and the Board, and has led to modifications in our sustainability, executive compensation programs and governance practices and disclosure. Some of the actions we have taken that are informed by stockholder feedback and insights over the last several years include:

COMMUNICATIONS FROM STOCKHOLDERS AND INTERESTED PARTIES

Stockholders and interested parties may send communications through the Secretary of U. S. Steel to the: Board, Committee Chairs, Board Chair, or outside directors as a group. The Secretary will collect, organize and forward to the directors all communications that are appropriate for consideration by the directors. Examples of communications that would not be considered appropriate for consideration by the directors include solicitations for products or services, employment matters, to the functioning of the Board, or to the Corporation’s affairs, and matters not relevant to stockholders generally. All communications should be directed to: Corporate Secretary, United States Steel Corporation, 600 Grant Street, Suite 1884, Pittsburgh, PA 15219.

DIRECTOR COMPENSATION

The goal of U. S. Steel’s director compensation programs is to attract and retain individuals of substantial accomplishment with demonstrated leadership capabilities to serve as directors. In order to align the interests of directors with the interests of stockholders, our non-employee directors participate in the Deferred Compensation Program for Non-Employee Directors and the Non-Employee Director Stock Program, each of which is described below. Directors who are employees of U. S. Steel receive no compensation for their service on the Board.

2021 Director Compensation

For 2021, the Board maintained the annual retainer of  $265,000 after following a robust benchmarking review process, described below. Each committee chair received an additional $20,000 and the Board Chair received an additional $100,000 retainer. No meeting fees or committee membership fees are paid.

Compensation Review Process

The Corporate Governance & Sustainability Committee reviews director compensation on an annual basis. Annually, Pay Governance, an independent compensation consultant, presents a benchmarking report on director compensation for the same peer group of companies the Compensation & Organization Committee uses for determining compensation for our

 

CORPORATE GOVERNANCE DIRECTOR COMPENSATION

executives, as well as for a larger general comparator group of 151 companies in a similar revenue range as U. S. Steel. After reviewing the information presented by Pay Governance, as well as other public information on the topic, the committee evaluates the plan design and compensation levels to ensure they are consistent with market trends and makes recommendations of any appropriate changes to the Board. In 2021, our director retainer was slightly below the median of the peer group.

Deferred Compensation Program

Each non-employee director is required to defer a minimum of 55% of his or her retainer in the form of Deferred Stock Units (defined below), which are distributed at retirement. The number of deferred common stock units awarded is determined by dividing the deferred retainer amount by the closing price of the Corporation’s common stock on the last day of the year, which for 2021 was $16.77. A “Deferred Stock Unit” is sometimes referred to as “phantom stock” because initially no stock is actually issued. Instead, we keep a book entry account for each director that shows how many Deferred Stock Units he or she has. When a director leaves the Board, he or she receives actual shares of common stock corresponding to the number of Deferred Stock Units in his or her account. The ongoing value of each Deferred Stock Unit equals the market price of the common stock. When dividends are paid on the common stock, we credit each account with equivalent amounts in additional Deferred Stock Units. If U. S. Steel were to undergo a change in control resulting in the removal of a non-employee director from the Board, that director would receive a cash payment equal to the value of his or her deferred stock account.

Non-Employee Director Stock Program

Under our Non-Employee Director Stock Program, upon joining our Board, each non-employee director is eligible to receive a grant of up to 1,000 shares of common stock. In order to qualify, each director must first have purchased an equivalent number of shares in the open market during the six months following the first date of his or her service on the Board.

Director Compensation Table

The following table shows the compensation of non-employee directors in 2021:

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(1)

The amount shown represents the cash portion of the 2021 annual retainer paid to directors. For Messrs. Dinges, Girsky and Sperling and Ms. Diaz Dennis, the amounts include cash paid in lieu of fractional shares paid upon retirement from the Board. Messrs. Girsky, Johnson and Sutherland elected to receive 100% of their 2021 retainer as deferred common stock.

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(2)

The amount shown represents the aggregate grant date fair value, computed in accordance with Financial Accounting Standards Board Accounting Standards Codification Topic 718 (ASC 718), as described in the Corporation’s financial statements for the year ended December 31, 2021 included in the Corporation’s annual report on Form 10-K for 2021. All of the 2021 stock awards represent Common Stock Units under the Deferred Compensation Program for Non-Employee Directors.

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(3)

The amount shown represents the aggregate grant date fair value, computed in accordance with ASC 718 for shares granted under the Non-Employee Director Stock Program on February 16, 2021.

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CORPORATE GOVERNANCE RELATED PERSON TRANSACTIONS POLICY

RELATED PERSON TRANSACTIONS POLICY

The Board of Directors of the Corporation has adopted a written policy that requires certain transactions with related persons to be approved or ratified by its Corporate Governance & Sustainability Committee.

The types of transactions that are subject to this policy are transactions, arrangements or relationships (or any series of similar transactions, arrangements or relationships) in which the Corporation, or any of its subsidiaries, was, is or will be a participant and in which any related person had, has or will have a direct or indirect material interest and the aggregate amount involved will or may be expected to exceed $120,000.

Under the policy, certain transactions are deemed to be automatically pre-approved and do not need to be brought to the Corporate Governance & Sustainability Committee for individual approval.

 

CORPORATE GOVERNANCE DIRECTOR INDEPENDENCE

DIRECTOR INDEPENDENCE

The Board affirmatively determined that all non-employee director nominees for 2022 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.U. S. Steel has incorporated the NYSE and SEC independence standards into our own categorical standards for independence. The Board has affirmatively determined that none of the directors or nominees for director, other than our CEO, Mr. Burritt, has a material relationship with U. S. Steel. The Board made this determination based on all relevant facts and circumstances.

AUDIT COMMITTEE The Board also determined that each member of the Audit Committee: (1) did not accept directly or indirectly any consulting, advisory, or other compensatory fee from the Corporation or any of its subsidiaries, and (2) was not an affiliated person of the Corporation or any of its subsidiaries. Therefore each member satisfied the NYSE’s enhanced independence standards for audit committee members.

COMPENSATION COMMITTEE The Board also determined that 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. Therefore, each member of the Compensation Committee satisfied the NYSE's independence requirements for compensation committee members.

For more information, our standards of director independence are located in our “Corporate Governance Principles,” available on our website at www.ussteel.com.

 

Proposal 2:
Advisory Vote on Executive Compensation

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INFORMATION ABOUT THIS PROPOSAL Stockholders are being asked to approve, on an advisory basis, the 2021 compensation of our five named executive officers as described in the Compensation Discussion & Analysis and the Executive Compensation Tables.

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​		​	​	The Board of Directors recommends a vote “FOR” the resolution approving the compensation of our Named Executive Officers.	​
​		​	​	​	​

Pursuant to Section 14A of the Securities Exchange Act of 1934, we are seeking an advisory vote from our stockholders on the following resolution to approve the compensation of the named executive officers (“NEOs”) listed in the compensation tables of this proxy statement:

RESOLVED, that the stockholders of United States Steel Corporation (the “Corporation”) approve, on an advisory basis, the compensation of the Named Executive Officers, as disclosed pursuant to the compensation disclosure rules of the Securities and Exchange Commission in U. S. Steel’s proxy statement for the 2022 Annual Meeting of Stockholders, including the Compensation Discussion and Analysis, compensation tables and narrative discussions.

We intend to offer this non-binding advisory vote at each of our annual meetings. Although it is not binding, we and the Board welcome our stockholders’ views on our NEOs’ compensation and will carefully consider the outcome of this advisory vote consistent with the best interests of all stockholders.

Say-on-Pay Advisory Vote Discussion

At the 2021 Annual Meeting of Stockholders, approximately 93% of the votes cast were “For” our advisory vote on executive compensation. We value the feedback we receive from regular engagement with our stockholders and are encouraged by the support we have received over the past several years for our compensation program and recognition of our responsiveness to stockholders.

The Board of Directors recommends a vote FOR this proposal based on the efforts of the Compensation & Organization Committee and the Board to design an executive compensation program that:

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Aligns the interests of U. S. Steel executives with our stockholders;

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Provides market-aligned pay opportunities that attract, reward and retain key talent needed to drive outstanding corporate performance and create long-term stockholder value; and

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Reflects the input received from stockholders on our executive compensation program through our robust engagement program.

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In considering this advisory vote, we encourage you to read the Compensation Discussion and Analysis, the compensation tables and other relevant information in this proxy statement for additional details on our executive compensation programs and the 2021 compensation paid to our NEOs.

 

PROPOSAL 2: Advisory Vote on Executive Compensation COMPENSATION & ORGANIZATION COMMITTEE REPORT

COMPENSATION & ORGANIZATION COMMITTEE REPORT

The Compensation & Organization Committee of the Board of Directors of the Corporation has reviewed and discussed the Compensation Discussion and Analysis with management. Based on such review and discussion, the Compensation & Organization Committee recommended to the Board that the Compensation Discussion and Analysis be included in this proxy statement and incorporated by reference into the Corporation’s Annual Report on Form 10-K for the year-ended December 31, 2021.

 

​		​	​	David B. Burritt President & Chief Executive Officer	​	​		​	​	Christine S. Breves Senior Vice President & Chief Financial Officer	​
​		​	​	James E. Bruno Senior Vice President — European Solutions & President, USSK	​	​		​	​	Kenneth E. Jaycox, Jr. Senior Vice President & Chief Commercial Officer	​
​		​	​	Duane D. Holloway Senior Vice President, General Counsel and Chief Ethics & Compliance Officer	​	​			​

​	CONTENTS​	​
​	To assist stockholders in finding important information in the CD&A, we’re providing this highlighted page summary.	​

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Strategy Execution —  Transitioning to Best for All In 2021, we continued to execute on our strategy by expanding our mini mill steelmaking footprint and divesting non-core assets.

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– Completed acquisition of Big River Steel, and invested in non-grain oriented electrical steel line and coating line to further enhance best-in-class finishing capabilities ​ – Announced construction of a second mini mill facility located in Osceola, Arkansas ​ – Divested non-core asset with sale of Transtar railroad business for $640 million ​

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Customer Innovation —  Driving Revenues Through our Best for All customer-centric strategy, U. S. Steel continues to gain market share with our clear competitive advantages: low-cost iron ore, mini mill steelmaking, and best-in-class finishing capabilities.

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– Launched verdeX product line of sustainable steels to help customers meet their growing need for a less carbon intensive supply chain ​ – First trade shipments of coated XG3 advanced high strength steels, including a launch on the new Jeep Grand Cherokee ​ – Big River Steel awarded 2021 Daimler Sustainability Recognition ​ – Partnered with Greenbrier and Norfolk Southern to innovate sustainable lightweight production of railcars ​

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Financial Performance —  Delivering Long-Term Value to our Stockholders Execution of our strategy yielded record financial results, which we passed on to our stockholders through dividends and stock buybacks.

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– Transformed our balance sheet, repaying $3.1 billion of debt to get to year-end liquidity of approximately $5.0 billion, including approximately $2.5 billion of cash, to support the execution of our strategy ​ – Reinstated $0.05 quarterly dividend in fourth quarter and established $300 million stock repurchase program, with $173 million of direct returns to stockholders in 2021 ​ – Achieved record low 23-day cash conversion cycle time, demonstrating intense focus on cash efficiency ​

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​	Element	​	​	Overview and Key Performance Metrics				​	​	Purpose	​
​	FIXED​										​
​	Base Salary​	​	​	Fixed cash baseline compensation takes into account the scope and complexity of the NEO’s role, individual qualifications and experiences, and internal value to the Corporation.				​	​	Base salaries are set at market competitive levels to attract and retain highly qualified executives to lead and implement our strategy.	​
​	VARIABLE​										​
​	Annual Incentive Compensation Plan (AICP) Payout Range: 0%-230% of target for corporate and individual performance	​	​	Financial Metrics EBITDA (75%) A financial performance measure intended to focus the organization on driving sustained profitability Cash Conversion Cycle (25%) A financial liquidity measure intended to focus the organization on efficiently managing cash to maintain the Corporation’s industry leading performance				​	​	Performance-based annual cash incentive opportunities support achieving profitability and efficiency goals that are crucial to our strategic plan.	​
			​	Individual Performance Assessments Impact AICP Payout (-15% to +30%) In addition to their role in achieving enterprise financial goals, named executive officers are evaluated on their individual performance in four key performance categories: – Safety; ​ – Strategy Execution; ​ – Advancing Critical Success Factors; and ​ – Leadership. ​				​	​	Executive officers may earn up to an additional 30% of their target award (or have their award reduced) based on their individual performance. Recognizes executives for their individual contribution to attaining our annual strategic, operational and corporate results.	​
​	Long-Term Incentive Program (LTIP) Payout Range: 0%-200% of target for corporate performance	​	​	Corporate Performance Metrics (60% of LTIP) Relative Total Shareholder Return (TSR) (50%) TSR performance awards are based on relative performance, with the payout determined based on the rank of U. S. Steel’s TSR compared to the TSR of its peer group companies over the three-year performance period, as well as for each year within the performance period. Return On Capital Employed (ROCE) (50%) ROCE performance awards are based on rigorous performance targets over the three-year performance period, with weighting increasing in the second and third years. Vests after three-year performance period if ROCE performance metrics are achieved.				​	​	Variable long-term performance-based compensation motivates and rewards executives for achieving multi-year strategic priorities.	​
			​	Time-Based Restricted Stock Units (RSUs) (40% of LTIP) RSUs provide the best retention benefits among our long-term incentives, especially during times of challenging economic and industry conditions. Awarding RSUs facilitates stock ownership and executive retention, and promotes stockholder alignment. RSUs vest ratably over three years.				​	​	RSUs support retention of highly qualified executives to lead and implement our strategy. They align with stockholder interests as the value fluctuates with stock price performance.	​

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NEO

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2021 Base Salary ($)

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Retention Award(1)($)

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2021 AICP Award(2)($)

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2021 LTIP Award(2)($)

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Strategic Transformation Award(2) ($)

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Total Actual and Awarded Compensation ($)

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Burritt

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1,300,000

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4,485,000

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8,500,000

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4,000,000

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18,285,000

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Breves

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727,500

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1,673,250

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2,100,000

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2,000,000

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6,500,750

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Bruno

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595,000

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1,137,938

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1,500,000

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2,000,000

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5,232,938

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Jaycox

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550,000

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1,241,410

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907,500

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1,100,000

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2,000,000

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5,798,910

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Holloway

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598,750

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1,170,556

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1,500,000

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2,000,000

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5,269,306

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​	Year	​	​	Annual Incentive(1) % of Target Award Paid	​	​	Restricted Stock Units(2) Value as a % of Grant Value	​	​	Performance Awards(3) Award Payout as a % of Target	​
​	2021	​	​	200%	​	​	133%	​	​	58%	​
​	2020	​	​	50%	​	​	270%	​	​	145%	​
​	2019	​	​	84%	​	​	99.5%	​	​	120%	​

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– The value of special long-term transformation-focused incentive awards provided in recent years to CEOs at similarly sized publicly traded companies; ​ – The target grant value of Mr. Burritt’s annual award under U. S. Steel’s long-term incentive program, which will continue to comprise the majority of our NEOs’ long-term compensation; ​

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– The investment horizon for new finishing lines at Big River Steel and the construction of the Corporation’s second mini mill facility; ​ – The significant value expected to be generated for stockholders if the performance metrics are achieved; and ​ – The desired outcomes of the Best for All strategy to position the Corporation as an industry leader of differentiated steel solutions. ​

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50%​ Performance RSUs​

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FOUR-YEAR PERFORMANCE PERIOD (January 1, 2022-December 31, 2025) Financial and ESG Performance Metrics​

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Weighting

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Metric

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Rationale

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20%

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EBITDA Margin Expansion

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Emphasizes profitability as the Corporation continues to invest in new mini mill steelmaking and finishing capabilities.

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20%

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Greenhouse Gas Emissions Intensity Reduction

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Motivates long-term management of key sustainability risks across the enterprise.

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20%

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Asset Portfolio Optimization

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Supports capital redeployment and divestiture of non-strategic assets and real estate to optimize access to capital needed to finance initiatives tied to our transformation strategy.

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20%

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Sustained Credit Metric Improvement

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Enables strong business resiliency in all market cycles.

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20%

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Corporate Relative Valuation

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Strengthens our market value and industry competitiveness as measured by the multiple of the enterprise value to expected EBITDA, a common corporate valuation metric in our industry.

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50%​ Performance Options​

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PRICE PERFORMANCE HURDLES(1)

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Weighting

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33.33%

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Vest at $35

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$3-8 billion increase in market cap from date of grant

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33.33%

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Vest at $45

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33.34%

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Vest at $55

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7-year Term

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1-year Holding period subsequent to vesting

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(1) Based on 20-trading day average and represent approximately 150%, 200% and 250% sustained market capitalization growth compared to the market capitalization on the award grant date.​ ​

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