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 All®

STRATEGIC PROJECTS — ON SCHEDULE, ON BUDGET

In 2022, we made significant progress advancing towards our Best for All strategy. We are providing our customers with profitable steel solutions for people and planet while creating a more sustainable future for 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.

 

 

A Message from our

Board Chair

Sincerely,

David S. Sutherland

Board Chair

 

 

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

Notice of 2023
Annual Meeting
of Stockholders

​	When:	​
​	Tuesday, April 25, 2023, 8:00 a.m. Eastern Time	​
​	Record Date:	​
​	February 27, 2023	​
​	Where:	​
​	Virtual Meeting www.virtualshareholdermeeting.com/X2023	​

​

Your Vote Matters: How to Vote

​

​		​	​	Online	​
			​	Prior to the Annual Meeting, visit www.proxyvote.com and use the 16-digit 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 27, 2023 (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 2023 Annual Meeting of Stockholders to be held on Tuesday, April 25, 2023: Our Proxy Statement and 2022 Annual Report are available free of charge on our website at www.ussteel.com or www.proxyvote.com.

 

March 10, 2023

U. S. Steel achieved excellent financial — the second best in our history — and operational results in 2022 across the company and continued to execute on strategic initiatives that will lead us to our Best for All® future.

At U. S. Steel, our mission of delivering profitable steel solutions for people and planet underlies everything we do. In 2022, supported by our Board of Directors, we continued our work to fulfill this mission, by executing on our strategy to deliver the BEST for all our stakeholders. When I penned this letter a year ago, U. S. Steel had achieved an outstanding year across all measures, and I noted then that was just the beginning, and our best years were ahead. One year later, I am pleased to report on our continued progress to achieve “Best,” by continuing to ensure the health and safety of our employees is our unwavering top priority, achieving another year of record performance; by delivering another year of outstanding financial results and strengthening our customer value proposition, with record cash and liquidity balances and innovation and portfolio development of new “green steels”; and by strengthening our inclusive, performance-based culture.

Safety is Always First

At U. S. Steel, “safety first” is not just a slogan — it is our north star. While zero injuries remains our objective, I am pleased with the performance this year of our employees to make the safety of themselves and their co-workers a top priority, demonstrated through the record low enterprise-wide 0.05 OSHA Days Away from Work (DAFW) rate. This truly exceptional performance exemplifies our strong safety focused culture.

Our safety ingenuity was also externally recognized by the World Steel Association (worldsteel), which awarded U. S. Steel with a 2022 Safety and Health Excellence Recognition award “for delivering demonstrable improvements in safety and health,” and the National Safety Council, which awarded us with its 2022 Green Cross for Safety Excellence Award®. In 2022, we also achieved ISO 45001 certification for our Great Lakes Works and U. S. Steel Košice facilities, more than a year ahead of our commitment to achieve the latest global occupational health and safety accreditation.

Strong Financials Support Strategic Execution

Building off the record financial performance we had in 2021, last year we achieved another year of exceptional performance, delivering $21 billion in revenues, $4.2 billion in adjusted EBITDA and $1.8 billion in free cash flow. We ended the year with nearly $6 billion in liquidity (including $3.5 billion in cash), the best ever for U. S. Steel, and returned significant capital to our stockholders through $900 million in share repurchases and dividends. We achieved this remarkable performance, despite global economic challenges, including those presented by the tragic war in Ukraine.

Our 2022 financial performance supports the continued investment in our competitive advantages — low-cost iron ore, mini mill technology and world-class finishing lines — to enhance our customer value proposition. In early 2022 we took another significant step forward in executing our strategy by breaking ground on our second mini mill in Osceola, Arkansas, which we call Big River 2, or BR2, as it shares a campus with our existing Big River Steel facility. Our ongoing growth projects in Osceola, Arkansas remain on time and on budget, despite inflationary pressures, and once complete, are expected to provide differentiated, value-added products for our customers and significant earnings for the company. Our additional strategic investments in our mining assets, construction of a pig iron facility at Gary Works and direct-reduced grade float plant at Keetac, enhance our competitive position and will secure regional supply chain for key inputs, critical to our economy and business resiliency.

Our strong balance sheet provides the foundation for continued investment in our long-term strategy to reposition our company to one that is more sustainable and delivers stronger returns and higher margins with less earnings volatility.

Commitment to Sustainability, DE&I and Supportive, Performance-Based Culture

Our Best for All strategy is predicated on the belief that transforming our company’s competitive position by reducing our cost and carbon intensity, not only will benefit customers and stockholders, but all our stakeholders, including our employees and communities.

In 2022, we continued to enhance our disclosure on environmental, social and governance (ESG) matters to better share our vision and progress. We issued a Roadmap to 2050 and Climate Strategy Report to outline activities we are pursuing, along with the risks and opportunities, to reduce the carbon impact of our essential operations. We were gratified with the recognition Big River Steel achieved as the first ResponsibleSteelTM certified steel mill in North America.

A culture that rewards strong performance and promotes inclusion and accountability is critical to our continued success. In 2022, we released our inaugural DE&I report to disclose important information about how we value our people and take efforts to ensure pay and promotion equity and increase diversity and inclusion in all that we do. Our eight employee resource groups (ERGs) have been a tremendous pillar in this effort to promote inclusion, engagement and communication across the organization. We have continued to embrace a modern “work from anywhere” policy where appropriate to attract and retain the best talent, and we provide competitive pay and benefits to all our employees to support their well-being and reward strong performance.

Advocating for a Strong Domestic Industry to Support Sustainable Future

In 2022, U. S. Steel continued to advocate for a strong domestic industry to support high quality jobs and investment in our communities. Success in recent International Trade Commission proceedings and the passage of the Infrastructure Investment and Jobs Act in the U.S. provide an opportunity for U. S. Steel to contribute to infrastructure modernization in line with our sustainability and strategic goals to strengthen our communities. We look forward to collaborating with governments, academia and other organizations in this pursuit.

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. 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	​	​	​	​	19	​	​
​	Our ESG Framework	​	​	​	​	27	​	​
​	Director Compensation	​	​	​	​	33	​	​
​	Related Person Transactions Policy	​	​	​	​	35	​	​
​	Proposal 2: Advisory Vote on Executive Compensation	​	​	​	​	37	​	​
​	Compensation & Organization Committee Report	​	​	​	​	38	​	​
​	Compensation Discussion and Analysis (see detailed table of contents on page  39)	​	​	​	​	39	​	​
​	Executive Compensation Tables	​	​	​	​	64	​	​
​	Potential Payments Upon Termination or Change in Control	​	​	​	​	72	​	​
​	CEO Pay Ratio	​	​	​	​	80	​	​
​	Pay Versus Performance	​	​	​	​	81	​	​
​	Proposal 3: Advisory Vote on Frequency of Stockholder Vote on Executive Compensation	​	​	​	​	86	​	​

​	Proposal 4: Ratification of the Appointment of PricewaterhouseCoopers LLP as Independent Registered Public Accounting Firm	​	​	​	​	87	​	​
​	Audit Fees	​	​	​	​	88	​	​
​	Audit Committee Report	​	​	​	​	88	​	​
​	Stock Ownership of Directors and Executive Officers	​	​	​	​	89	​	​
​	Delinquent Section 16(A) Reports	​	​	​	​	90	​	​
​	Certain Legal Matters	​	​	​	​	90	​	​
​	Stock Ownership of Certain Beneficial Owners	​	​	​	​	90	​	​
​	Questions and Answers About the Annual Meeting and Voting	​	​	​	​	91	​	​
​	Important Additional Information	​	​	​	​	95	​	​
​	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 or operating capabilities, the timing, size and form of share repurchase transactions, operating or financial 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, changes in the global economic environment, including supply and demand conditions, inflation interest rates, supply chain disruptions and changes in 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 reduction goals, statement regarding existing or new regulations 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, 2022, 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,” the “Company,” “we,” “us,” and “our” refer to United States Steel Corporation and its consolidated subsidiaries unless otherwise indicated by the context and (ii) “Big River Steel” refers to Big River Steel Holdings 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 greenhouse gas (“GHG”) emissions refer to Scope 1 and Scope 2 emissions.

 

​

Proxy Summary​

​

​

The Virtual Annual Meeting will be held: Tuesday, April 25, 2023 8:00 a.m. Eastern Time Record Date: February 27, 2023

​

​	​	​	​	​	​	For more information	​	​	Board Recommendation	​
Proposal 1	​	​	Election of Directors	​	​	Page 8	​	​	FOR each Nominee	​
Proposal 2	​	​	Advisory Vote on the Compensation of Named Executive Officers	​	​	Page 37	​	​	FOR	​
Proposal 3	​	​	Advisory Vote on Frequency of Stockholder Vote on Executive Compensation	​	​	Page 86	​	​	ANNUAL	​
Proposal 4	​	​	Ratification of the Appointment of PricewaterhouseCoopers LLP as Independent Registered Public Accounting Firm	​	​	Page 87	​	​	FOR	​

​	WHAT’S NEW​				​
​	–  Investment in Competitive Advantages: Building on our 2021 acquisition of Big River Steel (“BRS”), last year we also began construction of a second mini mill greenfield site (“BR2”), invested in finishing capabilities at our BRS location and constructed a pig iron machine at Gary Works, all which are expected to increase profitability, support our sustainability goals and provide supply chain resiliency. ​  –  Board Refreshment: In the last three years, five new directors have joined our Board bringing important skills, experiences and diversity to our Board. The Corporate Governance & Sustainability Committee has been proactively engaged in recruiting directors that bring gender and racial diversity, in addition to a breadth of experience and skills, to the Board. ​  –  Increased 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 2050.” Since then, we’ve published a Climate Strategy Report 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 Board (SASB) standards. In August 2022, we published our first Diversity, Equity and Inclusion Report, highlighting our progress in initiatives that foster more diverse, equitable and inclusive workplaces. Additional information regarding our DE&I efforts, including our 2021 EEO-1 disclosure, is available in the DE&I Report at our ESG Data Hub on our website at https://www.ussteel.com/sustainability/esg-data-hub. Nothing on our website, including our Diversity, Equity and Inclusion, 2021 EEO-1, Climate Strategy Report or Sustainability Reports, shall be deemed incorporated by reference into this proxy statement.	​

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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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58

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2020

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Ret. EVP and Chief Administrative Officer, State Street Corporation

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2

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Andrea J. Ayers

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59

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2023

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Ret. President and Chief Executive Officer, Convergys Corporation

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1

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David B. Burritt

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67

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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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Alicia J. Davis

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52

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2023

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Chief Strategy Officer, Lear Corporation

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Terry L. Dunlap

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63

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2022

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

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1

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John J. Engel

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61

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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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73

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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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0

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Murry S. Gerber

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70

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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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65

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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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2

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Paul A. Mascarenas

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61

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2016

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Ret. Chief Technical Officer, Ford Motor Company

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2

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Michael H. McGarry

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65

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2019

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Executive Chairman & Ret. CEO, PPG Industries Inc.

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2*

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David S. Sutherland (Independent Board Chair)

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73

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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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72

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2007

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

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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 ​ – 12 of our 13 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 ESG 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 and reflects diversity of backgrounds, skills and experiences ​	​	​	– Proxy access right in line with market standards ​ – Stock ownership and holding guidelines for directors and executive officers ​ – 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 2022, we contacted stockholders representing approximately 40% of our outstanding shares and held meetings with investors who accepted our invitation, representing approximately 18.5% 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 ​ – Executive Compensation program that aligns pay for performance and incentivizes behaviors to deliver long-term stockholder value ​ – Talent Strategy to ensure safety first for our employees, enhance inclusion and diversity and invest in the communities where we live and work ​	​	​	– Sustainability program focused on driving U. S. Steel towards its future as a sustainable solutions provider, and our approach to reducing greenhouse gas emissions ​ – Board Composition and Effectiveness to oversee risk, grounded in good governance ​	​

​

For Our Investors:​ – Recorded our second-best financial year, delivering $21 billion in revenues, $4.2 billion in adjusted EBITDA and $1.8 billion in free cash flow ​ – Maintained elevated liquidity of nearly $6 billion heading into 2023 to continue to support our transition to Best for All ​ – Direct returns of  $900 million through stock buybacks and dividends (representing 50% of 2022 Free Cash Flow) ​ – Achieved 12% total shareholder return, outperforming S&P 500 ​

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For Our Customers: – Continued success on quality and reliability performance ​ – Progressed on high return strategic projects, which remain on time and on budget, to provide the innovative products our customers seek ​ – Won key ITC trade enforcement cases to limit unfairly traded steel, supporting products made in America ​

​

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SIGNED “GREEN STEEL” DEALS WITH KEY CUSTOMERS Includes supplying Trane Technologies with low-carbon steel for HVAC products OUR FOCUS: CUSTOMER SUCCESS U. S. Steel’s industry-specific expertise and capabilities, steelmaking quality and innovation are delivered with collaboration and commitment to ensure customer success

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For Our People: – Successful negotiation of new, competitively favorable four-year collective bargaining agreements with United Steelworkers, that provide wage growth and benefit enhancements to approximately 11,000 of our represented employees ​ – Rewarding employees with sizeable profit sharing and incentives, and leveraging flexible work from anywhere policies to build corporate culture and engagement and attract and retain diverse and inclusive talent ​ – Engaging in the communities where we live and work, with over 22,000 employee service hours, including efforts by our USSK employees to provide relief to refugees impacted by the war in Ukraine ​

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0.05​ ​ All-time best days away from work (DAFW)​

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RECOGNIZED AS ONE OF THE WORLD’S MOST ETHICAL COMPANIES RECORD SAFETY PERFORMANCE, significantly outperforming DAFW industry average reported by U.S. Bureau of Labor

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​	For Our Planet: – Excellent adherence to environmental stewardship principles with best performance in the Corporation’s history ​ – Began construction of BR2, which will produce steel with up to 70-80% lower Scope 1 and 2 GHG emissions than traditional blast furnaces ​	​	​	LAUNCHED SUSTAINABILITY ESG DATA HUB Access a growing body of USS sustainability-related disclosure including Climate Strategy Report, outlining our path to achieve ambitious goal to reach net-zero by 2050				​
			​	BIG RIVER STEEL ACHIEVED 1st ResponsibleSteelTM site certification in North America	​	​		​

​	What We Do	​	​	​	​
​	–  Consider results of annual “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 ​  –  Use an independent compensation consultant ​  –  Require significant stock ownership of executive officers ​	​	​	–  Use 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 or an executive intentionally or recklessly engages in gross misconduct ​  –  Annually review risks associated with our compensation programs ​	​

​	What We Don’t Do	​	​	​	​
​	–  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 ​	​

Proposal 1:
Election of Directors

​	Stockholders are being asked to elect thirteen director nominees for a one-year term.	​
​		​
​		​

​	Board Recommendation:				​
​		​	​	The Board of Directors recommends a vote “FOR” the election of each nominee.	​
​		​	​	​	​

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 and until such nominee’s successor is duly elected and qualified. All of the nominees are presently members of the Board of Directors. Following an extensive search using a director search firm, the Board of Directors elected Ms. Ayers to the Board, effective January 1, 2023, and Ms. Davis, effective March 1, 2023. The Board unanimously recommends that stockholders vote FOR the election of all thirteen nominees.

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.

–

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 Directors.

​

–

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 these 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 12–18. 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 such director 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 such director 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 the CEO turns 70. All directors who undergo a significant change in their business or professional careers must offer 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 experiences 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 28, 2023, 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 — 2023 Director Nominees” was qualified to serve on the Board.

 

PROPOSAL 1: ELECTION OF DIRECTORS DIRECTOR RETIREMENT POLICY

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;

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

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certain other information regarding the stockholder and candidate as detailed in the Corporation’s By-Laws.

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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.

 

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. The charts below reflect voluntary self-identification by each of the nominees.

 

PROPOSAL 1: ELECTION OF DIRECTORS 2023 Director Nominees

2023 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 such nominee 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 2023 Director Nominees

 

PROPOSAL 1: ELECTION OF DIRECTORS 2023 Director Nominees

 

PROPOSAL 1: ELECTION OF DIRECTORS 2023 Director Nominees

 

PROPOSAL 1: ELECTION OF DIRECTORS 2023 Director Nominees

 

PROPOSAL 1: ELECTION OF DIRECTORS 2023 Director Nominees

 

PROPOSAL 1: ELECTION OF DIRECTORS 2023 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 telephone or video conferences, 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, 2022, the Board held six meetings as well as interim conference calls and business updates.

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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 2022 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 take into consideration 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. For additional information on our consideration of stockholder feedback, see “Corporate Governance  —  Actions Taken by the Board Following Stockholder Engagement” below.

 

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 listed 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 least twice annually.

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.

BOARD OVERSIGHT OF SUSTAINABILITY

The Board monitors and guides the Corporation’s ESG practices, reporting metrics and performance and retains overall oversight of sustainability, risk and strategic direction, and has delegated to each of the three standing committees specific oversight responsibilities.

The Corporate Governance & Sustainability Committee oversees the sustainability program as a whole and the risks associated with achieving certain sustainability-related measures, including greenhouse gas emissions and other climate-related matters and sustainable use and management of natural resources (such as air, water, land and minerals). The Corporate Governance & Sustainability Committee meets at least quarterly, and regularly reports climate-related matters to the Board. As part of its oversight, the Corporate Governance & Sustainability Committee reviews sustainability as a standing agenda item, including:

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reports and discussions on sustainability strategic priorities;

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implementation of the GHG emissions and intensity reduction targets; and

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the use of reporting and disclosure frameworks.

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The Audit Committee assists the Board in overseeing the operational activities of the Corporation and identifying and reviewing risks that could have a material impact on U. S. Steel, including risks related to climate change. The Compensation & Organization Committee oversees human capital-related ESG matters, including in the areas of diversity, equity and inclusion (DE&I), culture and employee engagement, and pay equity.

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. In addition, in 2022, the Compensation & Organization Committee charter was revised to expand its oversight responsibilities to specifically include human capital strategies, including in the areas of diversity, equity and inclusion, culture and employee engagement and pay equity.

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 2022, our directors visited our Minntac iron ore facility in northern Minnesota, and several visited other facilities across our footprint, including Big River Steel, Gary Works and Great Lakes Works. Several members of the Board of Directors also participated in events held by ERGs throughout the year, including the Women’s Inclusion Network and SERVE, our veteran-related ERG. These experiences enable the Board to demonstrate and observe U. S. Steel’s culture of caring and prioritization of safety, and 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

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. 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.

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. While the Board seeks director candidates who bring a breadth of experiences rather than any one specific area of expertise, in recent years, the Board has focused on recruiting directors with strong financial acumen, CEO experience, customer-centricity and technology transformation experience and gender and racial diversity. We have added 5 new directors in the last 3 years, each of whom enriches our Board with one or more of these attributes. 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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Andrea J. Ayers

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David B. Burritt

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Alicia J. Davis

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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 (Independent Board Chair)

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Patricia A. Tracey

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TOTAL MEETINGS HELD IN 2022:

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5

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5

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5

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CORPORATE GOVERNANCE BOARD COMMITTEES

 

CORPORATE GOVERNANCE OUR ESG FRAMEWORK

OUR ESG 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.

U. S. Steel’s Best for All approach to investments in our people, our communities, and our sustainability efforts is designed to positively impact people locally and globally. In order to help our customers achieve their sustainability goals and emissions reduction targets, we are committed to lowering the carbon footprint of our products by developing innovative solutions and leveraging the latest technological advancements. Outside of the organization, U. S. Steel is engaging the community and working with local leaders to develop better neighborhoods for the communities in which we operate.

Celebrating Innovation

U. S. Steel innovation enables the development of profitable, sustainable solutions for customers and drives positive outcomes for our stakeholders through material efficiency, energy management, and process and product innovation.

Empowering People  —  Diversity, Equity and Inclusion

 

CORPORATE GOVERNANCE OUR ESG FRAMEWORK

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 region (near our headquarters and operations) and expanded our existing partnership on STEM education for local schoolchildren with the Pittsburgh Steelers to add support of veterans.

EMPLOYEE HEALTH & SAFETY

Zero Harm Culture

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. We offer 100% of our North American non-represented workforce 360° Safety skill-building and/or an Employee Resource Group activities to further build the inclusivity skillset of our people.

 

CORPORATE GOVERNANCE OUR ESG FRAMEWORK

Employee Health & Wellness — Inclusive Benefits

Further strengthening our commitment to cultivating a culture of caring, we have expanded the inclusive benefits available for our U.S. non-represented and represented workforce, including parental leave, access to fertility services, robust mental health benefits, weight-loss drug coverage, gender affirming care and surgery, medical-care travel benefits, and at-home and virtual preventive wellness screenings, among other enhancements to the benefit plans.

 

CORPORATE GOVERNANCE OUR ESG FRAMEWORK

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 GHG emissions intensity reduction targets, and the use of reporting and disclosure frameworks, and the committee 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.

The Audit Committee also assists the Board in identifying and reviewing risks that could have a material impact on U. S. Steel, including risks related to climate change.

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.

 

CORPORATE GOVERNANCE COMMITMENT TO STOCKHOLDER ENGAGEMENT

COMMITMENT TO STOCKHOLDER ENGAGEMENT

The Board, as well as management, prioritizes constructive communication with our stockholders to hear their views about U. S. Steel’s 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 COMMITMENT TO STOCKHOLDER ENGAGEMENT

Actions Taken by the Board Following Stockholder Engagement

The feedback we receive from our stockholders 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 disclosures. 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 Corporate Secretary of U. S. Steel to the: Board, Committee Chairs, Board Chair, or outside directors as a group. The Corporate 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.

 

CORPORATE GOVERNANCE DIRECTOR COMPENSATION

DIRECTOR COMPENSATION

The goal of U. S. Steel’s director compensation program is to attract and retain individuals of substantial accomplishment with demonstrated leadership capabilities to serve as directors. Our compensation program also reflects the time and talent required to serve on the board of a complex corporation. While the Board seeks to provide sufficient flexibility in the form of compensation to meet directors’ varying needs, in order to align the interests of directors with the interests of stockholders, the majority of our non-employee director compensation is equity-based. Non-employee directors may receive their annual retainer in the form of equity and/or cash, with a minimum of 55% of the retainer to be in the form of equity, as described below. Directors who are employees of U. S. Steel receive no compensation for their service on the Board.

Compensation Review Process

The Corporate Governance & Sustainability Committee reviews director compensation on an annual basis and makes a recommendation to the Board of Directors. 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 executives, as well as for a larger general comparator group of 146 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.

2022 Director Compensation

Following a robust review of leading market practices and in consultation with Pay Governance, the Board, upon the recommendation of the Corporate Governance & Sustainability Committee, made several changes to the director compensation program for 2022, both in the structure of the program and in the retainer amounts to ensure a competitive program. Effective January 1, 2022, the annual retainer for the Board was increased to $300,000, slightly above the comparator group median, and the Board Chair’s additional retainer was increased to $150,000, in line with the comparator group median. The additional retainer for each committee chair was unchanged at $20,000. The Board believes the changes reflect a more competitive compensation program to attract diverse, top director talent.

The Board maintained the minimum 55% equity-based requirement, and also adopted a new Director Compensation Policy, a comprehensive outline of the various components of our director compensation program. The Director Compensation Policy modified the equity-component of the annual retainer to provide directors with the choice of receiving the equity portion of their retainer in the form of either restricted stock units or Deferred Stock Units (defined below), in each case subject to a one-year vesting schedule. If a director does not submit a timely election, such director will receive 55% of his or her retainer in the form of restricted stock units. Beginning in 2022, the annual grant date was moved from January 15 to the date of the annual meeting of stockholders, generally in April each year, to better align with the Board calendar. In making this change, the Board granted a partial equity award to cover the period of time from January 1 — April 26, 2022, and then made the 2022 annual grant on April 26, 2022. This resulted in temporary higher compensation amounts for the 2022 calendar year.

Director Stock Ownership

The Director Compensation Policy also established a stock ownership guideline for non-employee directors. Directors are expected to hold five times the maximum cash portion of their retainer within five years of joining the Board.

Other Compensation

We provide transportation or reimburse the cost of transportation when a director travels on U. S. Steel business, including to attend meetings of the Board or a committee, and pay other U. S. Steel business-related expenses.

Deferred Compensation Program

Each non-employee director is required to receive a minimum of 55% of his or her retainer in the form of equity-based compensation. Directors may elect to receive this equity in the form of Deferred Stock Units, which are distributed upon leaving the Board, or one-year vesting restricted stock units. 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 such director has. When a director leaves the Board, such director 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

 

CORPORATE GOVERNANCE DIRECTOR COMPENSATION

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 matching grant of up to 1,000 shares of common stock. In order to qualify for such matching grant, 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 2022:

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(1)

The amount shown represents the cash portion of the 2022 annual retainer paid to directors, including any partial amount paid as described above. The directors elected to receive their 2022 annual retainer as Deferred Stock Units in the following amounts: Messrs. Johnson and Sutherland — 100%; Messrs. Dunlap and Mascarenas — 60%; all other then-serving directors — 55%.

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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). This column reflects the award of both the partial grant made on January 15, 2022 with a grant date fair value of $24.50 per unit (except to Mr. Dunlap who joined the Board in February 2022, and whose partial grant was made of March 1, 2022 with a grant date fair value of $27.57 per unit) and the annual grant made of April 26, 2022 with a grant date fair value of $31.96. The amount shown for Mr. Dunlap also includes the aggregate grant date fair value for 1,000 matching shares awarded to him under the Corporation's Non-Employee Director Stock Program, computed in accordance with ASC 718.

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(3)

The following table shows the number of unvested stock units outstanding for each non-employee director at year-end December 31, 2022:

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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 2023 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. 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 both the SEC’s and 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 enhanced independence standards 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 2022 compensation of our six 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.	​
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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 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 2023 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 2022 Annual Meeting of Stockholders, approximately 94% 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 2022 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, 2022.

 

​		​	​	David B. Burritt President & Chief Executive Officer	​	​		​	​	Jessica T. Graziano Senior Vice President & Chief Financial Officer	​
​		​	​	James E. Bruno Senior Vice President — European Solutions & President, USSK	​	​		​	​	Scott D. Buckiso Senior Vice President & Chief Manufacturing Officer, NAFR	​
​		​	​	Duane D. Holloway Senior Vice President, General Counsel and Chief Ethics & Compliance Officer	​	​		​	​	Christine S. Breves* Former Executive Vice President — Business Transformation and Senior Vice President & Chief Financial Officer	​

​	Contents​	​
​	To assist stockholders in finding important information in the Compensation Discussion and Analysis, we’re providing this highlighted page summary.	​

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

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– Recorded our second-best financial year, delivering $21 billion in revenues, $4.2 billion in adjusted EBITDA and $1.8 billion in free cash flow ​ – Maintained elevated liquidity of nearly $6 billion heading into 2023 to continue to support our transition to Best for All ​ – Direct returns of  $900 million through stock buybacks and dividends (representing 50% of 2022 free cash flow) ​

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Focus on Customer Success —  Driving Revenues Through our Best for All customer-centric strategy, U. S. Steel continues to deliver for our customers with high quality and reliability performance.

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– Progressed on high return strategic projects, which remain on time and on budget, to provide the innovative products our customers seek ​ – Signed “Green Steel” deals with key customers, including supplying Trane Technologies with low-carbon steel for HVAC products ​ – Won key ITC trade enforcement cases to limit unfairly traded steel, supporting products made in America ​

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Employees  —  Fostering Performance-Based​ Culture In 2022, we continued to reward strong performance and promote inclusion and accountability with our employees.

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– Record safety performance, with 0.05 days away from work, significantly outperforming industry average ​ – Rewarding employees with sizeable profit sharing and incentives ​ – Leveraging flexible work from anywhere policies to build corporate culture and engagement and attract and retain diverse and inclusive talent ​

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