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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934 (Amendment No.      )
☑   Filed by the Registrant
☐   
Filed by a Party other than the Registrant
Check the appropriate box:
Preliminary Proxy Statement
CONFIDENTIAL, FOR USE OF THE COMMISSION ONLY (AS PERMITTED BY RULE 14a-6(e)(2))
Definitive Proxy Statement
Definitive Additional Materials
Soliciting Material Under Rule 14a-12
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(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
No fee required.
Fee paid previously with preliminary materials.
Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a6(i)(1) and 0-11.

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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.
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A Message from our
Board Chair
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DAVID S. SUTHERLAND
Board Chair
DEAR FELLOW U. S. STEEL STOCKHOLDERS:
On behalf of the entire Board of Directors, it is my pleasure to invite you to attend our 2023 Annual Meeting of Stockholders, which will be held on Tuesday, April 25th, 2023 at 8:00 a.m., Eastern Time (ET) at www.virtualshareholdermeeting.com/X2023 via live audio webcast.
2022 was another successful year for U. S. Steel as our CEO and executive leadership team executed the Best for All strategy to deliver excellent financial and operational performance despite challenges presented by global macroeconomic uncertainty. We are strategically investing in our people, processes and technology to continue our transition to a more sustainable company while delivering returns to our stockholders. Throughout the past year, I have worked alongside my fellow directors to ensure the Board fulfills its obligations to oversee the company’s operations and strategy to deliver value to our stockholders, while implementing practices to deliver profitable solutions for people and planet.
Strengthening Sustainability Oversight
As part of our oversight, we revised the Corporate Governance & Sustainability Committee charter to refine its sustainability-related oversight responsibilities. We also revised the charter of the Compensation & Organization Committee to expand its oversight responsibilities to specifically include human capital strategies, including employee engagement, culture and diversity, equity and inclusion (DE&I). Through these actions, the Board monitors and guides the company’s ESG practices, reporting metrics and performance and oversees sustainability-related risks.
Ongoing Board Refreshment
As always, a key focus of the Board is ongoing board refreshment, to ensure the Board as a whole possesses a diverse set of skills and backgrounds that allow us to approach decisions and oversight from a wholistic viewpoint. A wholistic viewpoint also requires racial and gender diversity, and we continue to pursue this goal by ensuring our search pool for new directors includes women and minority candidates. We have added 5 new board members in the past 3 years, 4 of whom contribute to the gender and racial diversity of the Board. Our newest directors, Andrea Ayers and Alicia Davis, bring essential technology-focused, strategic leadership experience to the Board.
Please read the attached Proxy Statement, and we ask that you vote for our proposals to elect the thirteen qualified and committed nominees for director, confirm our strong pay-for-performance executive compensation program and the annual frequency of the stockholder vote on the program, and ratify PwC as our independent auditor. We thank you for your continued support for U. S. Steel and the Board as stewards of your investment.
Sincerely,
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David S. Sutherland
Board Chair
 

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U. S. Steel Tower
600 Grant Street
Pittsburgh, PA 15219​
Notice of 2023
Annual Meetin
g
of Stockholders
Items of Business:
Stockholders are being asked to vote on the following proposals:
Proposal 1:
To elect thirteen directors nominated by our Board of Directors
Proposal 2:
To consider and act on a non-binding advisory vote regarding the approval of compensation paid to certain executive officers
Proposal 3:
To consider and act on a non-binding advisory vote regarding the frequency of the stockholder vote on executive compensation
Proposal 4:
To ratify the appointment of PricewaterhouseCoopers LLP as U. S. Steel’s independent public registered accounting firm
Your vote is important, and you are encouraged to vote promptly whether or not you plan to virtually attend the 2023 Annual Meeting of Stockholders.
This proxy statement is provided in connection with a solicitation of proxies by the Board of Directors of United States Steel Corporation (the “Board” or “Board of Directors”) to be used at the Annual Meeting of Stockholders to be held on Tuesday, April 25, 2023 at 8:00 a.m., Eastern Time, and at any adjournment or postponement thereof  (the “Annual Meeting”). This proxy statement is first being provided to our stockholders on or about March 10, 2023.
BY ORDER OF THE BOARD OF DIRECTORS
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Megan A. Bombick
Associate General Counsel and Corporate Secretary
March 10, 2023
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
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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.
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Mail
Complete and sign the proxy card and return it in the enclosed postage pre-paid envelope.
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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.
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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.
 

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U. S. Steel Tower
600 Grant Street
Pittsburgh, PA 15219
Dear Fellow U. S. Steel
Stockholders
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David B. Burritt
President & CEO
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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.

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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,
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David B. Burritt
President & CEO

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Contents
1
8
19
Our ESG Framework 27
Director Compensation 33
Related Person Transactions Policy 35
Proposal 2: Advisory Vote on Executive
Compensation
37
38
Compensation Discussion and Analysis
(see detailed table of contents on
page  39)
39
64
72
80
81
86
87
88
88
89
90
90
90
91
95
A-1
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.
 

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Proxy
Summary
The Virtual Annual Meeting
will be held:
Tuesday, April 25, 2023
8:00 a.m. Eastern Time
Record Date: February 27, 2023
VOTING MATTERS
Stockholders are being asked to vote on the following matters at the 2023 Annual Meeting of Stockholders:
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
Stockholders will also transact any other business that may properly come before the meeting.
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.
 
UNITED STATES STEEL CORPORATION2023 PROXY STATEMENT1

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PROXY SUMMARYELECTION OF DIRECTORS
ELECTION OF DIRECTORS
The Board is composed of a diverse mix of highly experienced individuals who oversee U. S. Steel’s strategy and business performance. The Board recommends a vote FOR each of the thirteen nominees listed below. All of the nominees are currently serving as directors.
Committee composition shown below is as of the date of this proxy statement.
U. S. Steel Committees
Director Nominee
Age
Director
Since
Principal Occupation/Experience
Other
Public Company
Boards
Audit
Compensation &
Organization
Corporate
Governance &
Sustainability
Executive
Tracy A. Atkinson
58
2020
Ret. EVP and Chief Administrative Officer, State Street Corporation
2
Andrea J. Ayers
59
2023
Ret. President and Chief Executive Officer, Convergys Corporation
1
David B. Burritt
67
2017
President and CEO, United States Steel Corporation
1
Alicia J. Davis
52
2023
Chief Strategy Officer, Lear Corporation
0
Terry L. Dunlap
63
2022
Fmr. Interim CEO and President of TimkenSteel and Ret. Executive Vice President of Allegheny Technologies
1
John J. Engel
61
2011
Chairman, President and CEO, WESCO International, Inc.
1
John V. Faraci
73
2019
Fmr. Executive Chairman, Carrier Global Corporation and Ret. Chairman and CEO, International Paper Co.
0
Murry S. Gerber
70
2012
Ret. Chairman and CEO, EQT Corporation
2
Jeh C. Johnson
65
2020
Partner, Paul, Weiss, Rifkind, Wharton & Garrison LLP and Fmr. Secretary, Dept. of Homeland Security
2
Paul A. Mascarenas
61
2016
Ret. Chief Technical Officer, Ford Motor Company
2
Michael H. McGarry
65
2019
Executive Chairman & Ret. CEO, PPG Industries Inc.
2*
David S. Sutherland (Independent Board Chair)
73
2008
Ret. President and CEO, IPSCO, Inc.
2
Patricia A. Tracey
72
2007
Ret. VP, Homeland Security and Defense Services, HP Enterprise Services
0
Member    Chair​
*
Mr. McGarry announced his intention to retire as Executive Chairman and as a director of PPG Industries, Inc., effective October 1, 2023.
 
2UNITED STATES STEEL CORPORATION2023 PROXY STATEMENT

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PROXY SUMMARYSNAPSHOT OF 2023 DIRECTOR NOMINEES
SNAPSHOT OF 2023 DIRECTOR NOMINEES
Our Director nominees possess skills and experiences aligned to our current and future strategy and business needs, and demonstrate a high degree of integrity, ability to exercise sound judgment and an understanding of corporate governance and best practices. Annual Board evaluations also include an assessment of whether the Board has an appropriate mix of skills, experience and other characteristics.
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Composition and Diversity of Independent Director Nominees
In addition to an appropriate mix of skills, we seek a diverse Board, including with respect to racial and gender diversity. Accordingly, the Corporate Governance & Sustainability Committee includes, and has any search firm that it engages include, women and minority candidates in the pool from which the Committee selects director candidates. Since 2020, we have increased the racial and gender diversity of our Board from 23% to 38%.
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UNITED STATES STEEL CORPORATION2023 PROXY STATEMENT3

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PROXY SUMMARYCORPORATE GOVERNANCE
CORPORATE GOVERNANCE
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
 
4UNITED STATES STEEL CORPORATION2023 PROXY STATEMENT

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PROXY SUMMARYOUR 2022 PERFORMANCE HIGHLIGHTS
OUR 2022 PERFORMANCE HIGHLIGHTS
We made significant progress on our long-term strategic goals to transition to Best for All in 2022. We achieved this by investing in Best for All advanced technology and products to expand our competitive advantages, enhancing our sustainability program to support our environmental stewardship goals and those of our customers, and ensuring we have a talented and diverse workforce to lead and execute our business plans.
BEST FOR ALL…
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
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
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)
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
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
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UNITED STATES STEEL CORPORATION2023 PROXY STATEMENT5

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PROXY SUMMARYEXECUTIVE COMPENSATION
EXECUTIVE COMPENSATION
The goal of our executive compensation program is to attract, reward and retain leaders who create long-term value for our stockholders by delivering on objectives that support our long-term strategy. Appropriately motivating and incentivizing our leadership team to ensure continuity through the strategic transformation is a top priority of the compensation program.
To meet this objective and to align our executives’ interests with those of our stockholders, a significant portion of our named executive officers’ (“NEO”) compensation is variable and “at risk”, and total target compensation is aligned at a level competitive with the median of our peer group.
2022 CEO Compensation Decisions and Results

Majority of CEO target compensation is variable and “at risk,” being performance- and/or stock-based

2022 target compensation mix consistent with prior year’s target compensation mix; total target direct compensation aligned with peer group median

Target annual incentive and above target long-term incentive payouts correlate with performance against rigorous goals
FY 2022 CEO TOTAL TARGET DIRECT COMPENSATION
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FY 2022 AVERAGE NEO TOTAL TARGET DIRECT COMPENSATION
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PROXY SUMMARYEXECUTIVE COMPENSATION
Compensation Governance Practices
The Compensation & Organization Committee (the “Compensation Committee”), which consists solely of independent directors, has implemented the following best practices for our executive compensation program:
[MISSING IMAGE: tm213506d1-icon_boarddirpn.gif]   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
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 – 
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
 
UNITED STATES STEEL CORPORATION2023 PROXY STATEMENT7

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Proposal 1:
Election of Directors
Stockholders are being asked to elect thirteen director nominees for a one-year term.
   
   
Board Recommendation:
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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 1218. 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.
 
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PROPOSAL 1: ELECTION OF DIRECTORSDIRECTOR 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.
Director Qualifications Criteria
In evaluating the qualifications of director nominees, the Corporate Governance & Sustainability Committee considers factors including, but not limited to, the following:
Independence. Directors should neither have, nor appear to have, a conflict of interest that would impair the director’s ability to represent the interests of all our stakeholders and to fulfill the responsibilities of a director.
Commitment. Directors should be able to contribute the time necessary to be actively involved in the Board and its decision making and should be able and willing to prepare for and attend Board and committee meetings.
Diversity. In selecting candidates for recommendation or re-election to the Board, the Corporate Governance & Sustainability Committee considers all aspects of a candidate’s qualifications and skills in the context of the needs of U. S. Steel at that point in time.
The goal is to create a Board with a diversity of experience and perspectives, including race, gender, education and background, and areas of expertise.
Accordingly, the Corporate Governance & Sustainability Committee includes, and has any search firm that it engages include, women and minority candidates in the pool from which the Committee selects director candidates.
Experience. Directors should be or have been in leadership positions in their field of endeavor and have a record of excellence in that field.
Integrity. Directors should have a reputation of integrity and be of the highest ethical character.
Judgment. Directors should have the ability to exercise sound business judgment on a large number of matters.
Knowledge. Directors should have a firm understanding of business strategy, corporate governance, board operations and other relevant business matters.
Skills. Directors should be selected so that the Board has an appropriate mix of skills in critical core areas, including, but not limited to:

risk oversight,

strategic planning,

operations of a large organization,

accounting,

compensation,

finance,

technology and innovation,

sustainability,

government relations, and

legal.
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.
 
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PROPOSAL 1: ELECTION OF DIRECTORSDIRECTOR 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:

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

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

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

certain other information regarding the stockholder and candidate as detailed in the Corporation’s By-Laws.
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.
 
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PROPOSAL 1: ELECTION OF DIRECTORSDIRECTOR 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.
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PROPOSAL 1: ELECTION OF DIRECTORS2023 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.
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The Board of Directors recommends a vote
“FOR” the election of each of the following 2023
Director Nominees for a one-year term.
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Skills & Experience

Top Level Enterprise/​Corporate Leadership

High Level Financial

Technology Transformation

Risk Management
Tracy A. Atkinson
Age: 58
Director Since: 2020
Committees

Audit

Compensation & Organization
Other Public Company Boards

Raytheon Technologies Corporation (formerly Raytheon Company)

Affiliated Managers Group Inc.
Experience
Ms. Atkinson served as Executive Vice President of State Street Corporation from 2008 until March 2020 and as its Chief Administrative Officer from May 2019 to March 2020. Prior to that role, Ms. Atkinson served as State Street Corporation’s Chief Compliance Officer from 2017 to May 2019, and its Treasurer from 2016 to 2017. From 2009 to 2010, Ms. Atkinson served as Executive Vice President and Chief Compliance Officer of State Street Corporation, and she served as Executive Vice President and State Street Global Advisors’ Chief Compliance Officer from 2008 to 2009. Prior to joining State Street Corporation in 2008, Ms. Atkinson served in various leadership positions at MFS Investment Management from 2004 to 2008 and as a Partner at PricewaterhouseCoopers from 1999 to 2004, after having joined the firm in 1988.
Ms. Atkinson received a bachelor’s degree in accounting from the University of Massachusetts and is a certified public accountant.
Qualifications

Expertise in public company accounting, risk management, disclosure, financial system management

Corporate governance and audit expertise gained through service on boards of other large corporations
 
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PROPOSAL 1: ELECTION OF DIRECTORS2023 Director Nominees
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Skills & Experience

Top Level Enterprise/​Corporate Leadership

Human Capital Talent Development and Labor

Customer-Centricity and Innovation

Technology Transformation

International Markets

Environmental and Sustainability

Risk Management
Andrea J. Ayers
Age: 59
Director Since: 2023
Committees

Audit

Compensation & Organization
Other Public Company Boards

Stanley Black & Decker, Inc.

Endurance International Group Holdings, Inc. (2019-2021)

Convergys Corporation (2012-2018)
Experience
Ms. Ayers served as President and Chief Executive Officer of Convergys Corporation (now Concentrix Corporation) from November 2012 through October 2018, and as a director of Convergys Corporation from October 2012 through October 2018. From 2008 through 2012, Ms. Ayers served as President of Convergys Customer Management Group, Inc. and from 2010 to 2012, she also served as Chief Operating Officer of Convergys Customer Management Group Inc. She has served on the board of Stanley Black & Decker, Inc. since 2014 and as Chair of the board since April 2022. She also served on the board of directors of Endurance International Group Holdings, Inc. from 2019 until it was acquired in 2021. Ms. Ayers received a bachelor’s degree in management and administration from Louisiana State University, Shreveport.
Qualifications

Executive experience managing and overseeing strategic, operational and financial matters for a large, complex enterprise

Corporate governance expertise derived from service on boards of other multinational corporations

Knowledge and insight regarding multi-channel customer experience, customer management analytics and technology
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Skills & Experience

Top Level Enterprise/​Corporate Leadership

High Level Financial

Human Capital Talent Development and Labor

Customer-Centricity and Innovation

Technology Transformation

International Markets

Steel/Related Industry

Environmental and Sustainability

Risk Management
David B. Burritt
Age: 67
Director Since: 2017
Committees

Executive
Other Public Company Boards

Lockheed Martin Corporation
Experience
Mr. Burritt has served as president and chief executive officer of United States Steel Corporation since May 2017. At that time, Mr. Burritt was also named to U. S. Steel’s Board of Directors. He had been elected president and chief operating officer in February 2017 with executive responsibility for all aspects of the Corporation’s day-to-day business in the United States and Central Europe. Mr. Burritt joined U. S. Steel in September 2013 to serve as executive vice president and chief financial officer with responsibility for all aspects of its strategic and financial matters. In January 2015, he added executive leadership of U. S. Steel’s North American Flat-rolled commercial entities and corporate support services. Prior to joining U. S. Steel, Mr. Burritt served as chief financial officer at Caterpillar Inc. Mr. Burritt is a member of The Business Council and the National Safety Council. He also serves on the Executive Committee of the worldsteel board of directors. Mr. Burritt holds a bachelor’s degree in Accounting from Bradley University and a master’s degree in business administration from the University of Illinois in Champaign.
Qualifications

Insider’s view of U. S. Steel as a result of his daily management of the Corporation and regular communication with employees, customers and stockholders

Over four decades of experience in the understanding of complex strategic, financial and operational matters

Expertise in public company accounting, risk management, disclosure, financial system management, manufacturing and commercial operations and business transformation
 
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PROPOSAL 1: ELECTION OF DIRECTORS2023 Director Nominees
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Skills & Experience

Top Level Enterprise/​Corporate Leadership

Human Capital Talent Development and Labor

Technology Transformation

International Markets

Steel or Related Industry

Environmental and Sustainability

Risk Management
Alicia J. Davis
Age: 52
Director Since: 2023
Committees

Audit

Corporate Governance & Sustainability
Other Public Company Boards

None
Experience
Ms. Davis is Chief Strategy Officer at Lear Corporation, a global automotive supplier of seating and electrical distribution and electronic systems. In this role, Ms. Davis leads the Corporate Strategy group, which helps develop and drive Lear’s global strategy and executes value-enhancing acquisitions, divestitures and strategic investments. From 2018 to 2021, Ms. Davis progressed through a variety of positions at Lear, including Senior Vice President, Strategy and Corporate Development, Senior Vice President, Corporate Development and Investor Relations, and Vice President of Investor Relations. Before joining Lear Corporation, Ms. Davis was on the faculty at the University of Michigan Law School, where she served as a tenured professor, a position she still holds via dry appointment, and the Associate Dean for Strategic Initiatives. She has also served as an Associate and later Of Counsel at Kirkland & Ellis LLP, Vice President at Raymond James & Associates, and an Analyst at Goldman Sachs. Ms. Davis received a bachelor’s degree in business administration from Florida A&M University, a Juris Doctor from Yale Law School, and an MBA from Harvard Business School.
Qualifications

Executive experience managing and overseeing strategic matters for a large, complex enterprise

Insight and expertise related to the automotive industry, an important customer of U. S. Steel

Extensive experience in legal and academic roles contribute skills in the areas of corporate governance, capital markets and mergers and acquisitions
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Skills & Experience

Top Level Enterprise/​Corporate Leadership

High Level Financial

Human Capital Talent Development and Labor

Customer-Centricity and Innovation

Technology Transformation

International Markets

Steel/Related Industry

Environmental and Sustainability

Risk Management
Terry L. Dunlap
Age: 63
Director Since: 2022
Committees

Compensation & Organization

Corporate Governance & Sustainability
Other Public Company Boards

Matthews International Corporation

Ampco-Pittsburgh Corporation (2019-2022)

TimkenSteel Corporation (2015-2021)
Experience
Mr. Dunlap is principal of Sweetwater LLC, a consulting firm with a focus on manufacturing and technology. Previously, he served as Interim Chief Executive Officer and President of TimkenSteel Corporation from 2019 to 2021. Prior thereto, Mr. Dunlap spent 31 years with Allegheny Technologies, where he served as Executive Vice President, Flat-Rolled Products from May 2011 until his retirement in December 2014; President, ATI Allegheny Ludlum from 2002 to 2014; and Group President, ATI Flat-Rolled Products from 2008 to 2011. Mr. Dunlap is a member of the board of directors at Matthews International Corporation, and previously served on the board of directors of TimkenSteel Corporation and Ampco-Pittsburgh Corporation. He is a past member and past president of the Indiana University of Pennsylvania Foundation Board. Mr. Dunlap received a Bachelor of Science degree in marketing from Indiana University of Pennsylvania.
Qualifications

Broad and deep knowledge of the steel industry

Executive experience managing and overseeing strategic, operational and financial matters for a large, complex enterprise

Knowledge and insight regarding manufacturing and innovation, safety and labor relations
 
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PROPOSAL 1: ELECTION OF DIRECTORS2023 Director Nominees
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Skills & Experience

Top Level Enterprise/​Corporate Leadership

High Level Financial

Human Capital Talent Development and Labor

Customer-Centricity and Innovation

Technology Transformation

International Markets

Steel/Related Industry

Environmental and Sustainability

Risk Management
John J. Engel
Age: 61
Director Since: 2011
Committees

Corporate Governance & Sustainability (Chair)
Other Public Company Boards

WESCO International, Inc.
Experience
Mr. Engel has served as Chairman, President and Chief Executive Officer of WESCO International, Inc. since 2011. Previously, at WESCO International, Inc., Mr. Engel served as President and Chief Executive Officer from 2009 to 2011, and Senior Vice President and Chief Operating Officer from 2004 to 2009. Before joining WESCO in 2004, Mr. Engel served as Senior Vice President and General Manager of Gateway, Inc.; Executive Vice President and Senior Vice President of Perkin Elmer, Inc.; and Vice President and General Manager of Allied Signal, Inc. Mr. Engel also held various engineering, manufacturing and general management positions at General Electric Company. Mr. Engel is a member of the Business Roundtable and the Business Council and is a member of the board of directors of the National Association of Manufacturers. Mr. Engel holds a Bachelor of Science degree in mechanical engineering from Villanova University. He received his Master of Business Administration from the University of Rochester.
Qualifications

Executive experience managing and overseeing strategic, operational and financial matters for a large, complex enterprise

Extensive experience in global manufacturing and logistics, operational issues, human capital management, and business leadership

Knowledge of financial system management, public company accounting, disclosure requirements and financial markets
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Skills & Experience:

Top Level Enterprise/​Corporate Leadership

High Level Financial

Human Capital Talent Development and Labor

Steel/Related Industry

International Markets

Environmental and Sustainability

Risk Management
John V. Faraci
Age: 73
Director Since: 2019
Committees

Compensation & Organization
(Chair)
Other Public Company Boards

Conoco Phillips Company (2015-2022)

PPG Industries, Inc. (2012-2022)

Carrier Global Corporation (2020-2022)

United Technologies Corporation (2005-2020)
Experience
Mr. Faraci served as Chairman and Chief Executive Officer of International Paper from 2003 to 2014. During his 40-year career at International Paper, Mr. Faraci served in a series of financial, planning and management positions, including President and Chief Executive Officer and Chief Financial Officer. He previously served as Executive Chairman of Carrier from 2020-2021. He is a trustee emeritus of the American Enterprise Institute, and a member of the Council on Foreign Relations. Mr. Faraci graduated from Denison University with a degree in history and economics. He received his Master of Business Administration from the University of Michigan’s Ross School of Business.
Qualifications

Executive experience managing and overseeing strategic, operational and financial matters for a large, complex enterprise

Expertise in public company accounting, risk management, disclosure, financial system management

Corporate governance and audit expertise gained through service on boards of other large corporations
 
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PROPOSAL 1: ELECTION OF DIRECTORS2023 Director Nominees
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Skills & Experience

Top Level Enterprise/ Corporate Leadership

High Level Financial

Human Capital Talent Development and Labor

Technology Transformation

Steel/Related Industry

International Markets

Environmental and Sustainability

Risk Management
Murry S. Gerber
Age: 70
Director Since: 2012
Committees

Audit (Chair)
Other Public Company Boards

BlackRock, Inc.

Halliburton Company
Experience
Mr. Gerber served as Executive Chairman of EQT Corporation, an integrated energy production company, from 2010 until May 2011, as its Chairman from 2000 to 2010, as its President from 1998 to 2007 and as its Chief Executive Officer from 1998 to 2000. Prior to joining EQT Corporation, Mr. Gerber served as the CEO of Coral Energy (now Shell Trading North America) from 1995 to 1998. He is a member of the board of trustees of the Pittsburgh Cultural Trust.
Mr. Gerber holds a bachelor’s degree in geology from Augustana College and a master’s degree in geology from the University of Illinois.
Qualifications

Deep knowledge of the energy industry, an important supplier to and customer of U. S. Steel

Executive experience managing and overseeing strategic, operational and financial matters for a large, complex enterprise

Corporate governance and audit expertise derived from service on boards of other multinational corporations
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Skills & Experience

Top Level Enterprise/ Corporate Leadership

Human Capital Talent Development and Labor

Technology Transformation

Environmental and Sustainability

Risk Management
Jeh C. Johnson
Age: 65
Director Since: 2020
Committees

Audit

Corporate Governance & Sustainability
Other Public Company Boards

Lockheed Martin Corporation

Metlife, Inc.
Experience
Secretary Johnson has been a partner in the law firm of Paul, Weiss, Rifkind, Wharton & Garrison LLP since January 2017. Previously, Secretary Johnson served as U.S. Secretary of Homeland Security from December 2013 to January 2017; as General Counsel of the U.S. Department of Defense from 2009 to 2012; as General Counsel of the U.S. Department of the Air Force from 1998 to 2001; and as an Assistant U.S. Attorney in the Southern District of New York from 1988 to 1991. Prior to and between his periods of public service, he was in private practice at Paul, Weiss. Secretary Johnson graduated from Morehouse College, and received his law degree from Columbia Law School. Secretary Johnson has twelve honorary degrees. He currently serves as a trustee of Columbia University.
Qualifications

Extensive experience in legal and government roles contribute skills in the areas of risk management, cybersecurity oversight and public policy

Executive experience managing and overseeing strategic, operational and financial matters for a large, complex enterprise

Corporate governance experience gained through service on boards of other large corporations
 
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PROPOSAL 1: ELECTION OF DIRECTORS2023 Director Nominees
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Skills & Experience

Customer-Centricity and Innovation

Technology Transformation

International Markets

Steel/Related Industry

Environmental and Sustainability
Paul A. Mascarenas
Age: 61
Director Since: 2016
Committees

Corporate Governance & Sustainability
Other Public Company Boards

ON Semiconductor Corp.

The Shyft Group

Borg Warner Inc. (2018-2022)
Experience
Mr. Mascarenas served as President and Chairman of the Executive Board of FISITA (Fédération Internationale des Sociétés d’Ingénieurs des Techniques de l’Automobile) from 2014 to 2016. Previously, Mr. Mascarenas worked for 32 years at Ford Motor Company, holding various development and engineering positions, and most recently serving as Chief Technical Officer and Vice President, leading Ford’s worldwide research organization. Mr. Mascarenas is a fellow of the Institution of Mechanical Engineers, and a fellow of the Society of Automotive Engineers. He served as general chairperson for the 2010 SAE World Congress and Convergence and has served on the FISITA board since 2012. Mr. Mascarenas is a Venture Partner with Fontinalis Partners. In 2015, he was awarded an Order of the British Empire (OBE) by Her Majesty, Queen Elizabeth II, for his services to the automotive industry. Mr. Mascarenas received a degree in mechanical engineering from University of London, King’s College in England and in June 2013, received an honorary doctorate degree from Chongqing University in China.
Qualifications

Extensive experience in product development, program management and business leadership, as well as experience working in an international forum

Insight and expertise related to the automotive industry, an important customer of U. S. Steel

Knowledge of complex financial and operational issues
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Skills & Experience

Top Level Enterprise/​Corporate Leadership

High Level Financial

Human Capital Talent Development and Labor

Customer-Centricity and Innovation

Technology Transformation

International Markets

Environmental and Sustainability

Risk Management
Michael H. McGarry
Age: 65
Director Since: 2019
Committees

Audit

Compensation & Organization
Other Public Company Boards

PPG Industries, Inc.*

Shin Etsu Chemical Co., Ltd.
Experience
Mr. McGarry is the Executive Chairman of PPG Industries, Inc. He served as Chairman and Chief Executive Officer from 2016 through 2022. From 1981 to 2004, Mr. McGarry progressed through a variety of management positions at PPG, including Market Development Manager, silica products; Operations Manager, silicas; Business Manager, TESLIN® sheet; Product Manager in the derivatives, chlorine, liquid and dry caustic soda businesses; and General Manager, fine chemicals. He was appointed Vice President, chlor-alkali and derivatives in 2004; then Vice President, coatings, Europe, and managing director, PPG Europe in 2006; and Senior Vice President of the Commodity Chemicals reporting segment in 2008. In 2012, he was elected Executive Vice President and then Chief Operating Officer in 2014. Mr. McGarry became President and Chief Operating Officer in March 2015, joined PPG’s board of directors in July 2015 and was elected President and CEO in September 2015. Mr. McGarry graduated from the University of Texas at Austin with a Bachelor of Science degree in mechanical engineering and completed the Advanced Management Program at Harvard Business School.
*
Effective January 1, 2023, Mr. McGarry was named Executive Chairman of PPG Industries, Inc. as part of an announced succession process. He also announced his intention to retire as Executive Chairman and as a director of PPG, effective October 1, 2023.
Qualifications

Executive experience managing and overseeing strategic, operational and financial matters for a large, complex enterprise

Expertise in public company accounting, risk management, disclosure, financial system management

Extensive experience in global manufacturing and logistics, operational issues, and business leadership
 
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PROPOSAL 1: ELECTION OF DIRECTORS2023 Director Nominees
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Skills & Experience

Top Level Enterprise/​Corporate Leadership

High Level Financial

Human Capital Talent Development and Labor

Customer-Centricity and Innovation

Steel/Related Industry

Environmental and Sustainability

Risk Management
David S. Sutherland (Independent Board Chair)
Age: 73
Director Since: 2008
Committees

Executive
Other Public Company Boards

GATX Corporation

Imperial Oil, Ltd.
Experience
Mr. Sutherland serves as the Corporation’s Independent Board Chair. He retired as President and Chief Executive Officer of the former IPSCO, Inc., a leading North American steel producer, in July 2007 after spending 30 years with the company and more than five years as President and Chief Executive Officer. Mr. Sutherland is a former chairman of the American Iron and Steel Institute and served as a member of the boards of directors of the Steel Manufacturers Association, the International Iron and Steel Institute, the Canadian Steel Producers Association and the National Association of Manufacturers. Mr. Sutherland earned a Bachelor of Commerce degree from the University of Saskatchewan and a Master of Business Administration from the University of Pittsburgh’s Katz Graduate School of Business.
Qualifications

Broad and deep knowledge of the steel industry

Executive experience managing and overseeing strategic, operational and financial matters for a large, complex enterprise

Corporate governance and audit expertise derived from service on boards of other multinational corporations
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Skills & Experience

Top Level Enterprise/​Corporate Leadership

Human Capital Talent Development and Labor

Customer-Centricity and Innovation

Technology Transformation

Environmental and Sustainability

Risk Management
Patricia A. Tracey
Age: 72
Director Since: 2007
Committees

Audit

Corporate Governance & Sustainability
Other Public Company Boards

None
Experience
Vice Admiral Tracey retired as Vice President, Homeland Security and Defense Services for HP Enterprise Services in October 2016. She worked with Hewlett Packard Co. in increasingly responsible roles until her retirement, and previously was a Client Industry Executive for business development and performance improvement with Electronic Data System Corporation, which was acquired by Hewlett Packard Co. in August 2008. From 1970 to 2004, Vice Admiral Tracey served in increasingly responsible operational and staff positions with the United States Navy, including Chief of Naval Education and Training from 1996 to 1998, Deputy Assistant Secretary of Defense (Military Personnel Policy) from 1998 to 2001, and Director, Navy Headquarters Staff from 2001 to 2004. Vice Admiral Tracey served as a consultant on decision governance processes to the United States Navy from 2004 to 2005 and to the Department of Defense from 2005 to 2006. She currently advises business owners pursuing opportunities with the U.S. Government. She also serves on the board of trustees of Norwich University and the board of directors of Armed Forces Benefits Association. Vice Admiral Tracey holds a Bachelor of Arts degree in Mathematics from the College of New Rochelle and a Master of Science in Operations Research and Systems Analysis from the Naval Postgraduate School.
Qualifications

Senior executive leadership experience over a 34-year career in the U.S. military

Deep experience in government affairs, planning and executing large scale organization and workforce transformation strategies, occupational safety and environmental compliance, and governance

Insight regarding information technology and cybersecurity gained from overseeing implementation of advanced solutions for Department of Defense and Homeland Security agencies
 
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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
U. S. Steel is committed to maintaining the highest standards of corporate governance and ethical conduct, which we believe are essential for sustained success and long-term stockholder value. In light of this goal, the Board oversees, counsels and directs management in the long-term interests of U. S. Steel, its stockholders and its customers. Our governance framework gives our highly-experienced directors the structure necessary to provide oversight, advice and counsel to U. S. Steel. The Board’s responsibilities include:

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

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

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

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

establishing an effective governance structure, including appropriate board composition and planning for board succession.
The Board discharges its responsibilities through regularly scheduled meetings as well as through 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.

During the fiscal year ended December 31, 2022, the Board held six meetings as well as interim conference calls and business updates.

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

All of the then-serving directors attended the 2022 Annual Meeting of Stockholders.
The Board has long adhered to governance principles designed to assure excellence in the execution of its duties. The Board regularly reviews 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.
 
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CORPORATE GOVERNANCEOUR GOVERNANCE FRAMEWORK
CORPORATE GOVERNANCE MATERIALS
The following materials are available on our website, www.ussteel.com

Corporate Governance Principles

By-laws

Board Committee Charters

Code of Ethical Business Conduct
These materials are also available in print to any person, without charge, upon written request to:
Corporate Secretary
United States Steel Corporation
600 Grant Street, Suite 1884
Pittsburgh, PA 15219
Corporate Governance at A Glance
Leadership Structure

Our Board Chair is independent. He interacts closely with our CEO

The independent Board members elect our Board Chair annually. Among other duties, our Board Chair leads executive sessions of the independent directors to discuss certain matters without management present
Board Composition

The Board regularly assesses its performance through annual Board and committee self-evaluations

The Corporate Governance & Sustainability Committee periodically updates the board skills analysis to ensure the Board composition is aligned with U. S. Steel’s strategic needs
Board Independence

12 out of 13 of our nominees are independent

Our CEO is the only employee director
Board Committees

We have four Board committees  —  Executive, Audit, Corporate Governance & Sustainability, and Compensation & Organization

With the exception of the Executive Committee (composed of our Board Chair and CEO), all other committees are composed entirely of independent directors
Management Succession Planning

The Board actively monitors succession planning and talent development and receives regular updates on employee engagement, inclusion and diversity, and retention matters

The Board regularly reviews senior management succession and development plans
Director Stock Ownership

Our directors are required to receive more than half of their annual retainer in shares of our common stock, which will either vest after one year or are deferred until retirement, at the election of the director, and are subject to robust ownership requirements
Risk Oversight

Our full Board is responsible for risk oversight, and has designated committees to have particular oversight of certain key risks, including sustainability/climate-related risks and cybersecurity risks

Our Board oversees management as management fulfills its responsibilities for the assessment and mitigation of risks and for taking appropriate risks
Accountability to Stockholders

We use majority voting in uncontested director elections

We have annual elections of directors

We implemented a proxy access by-law provision in line with market standards, which enables certain of our stockholders to nominate directors and have their eligible nominees included in the proxy statement with our nominees

We actively and routinely reach out to our stockholders through our engagement program

Stockholders can contact our Board, our Board Chair or management by mail
 
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CORPORATE GOVERNANCEBOARD 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.
Lead Director Duties:

chair executive sessions of the non-employee directors;

serve as a liaison between the CEO and the independent directors;

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

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

be available for consultation and direct communication with our stockholders;

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

perform other duties as the Board may designate.
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.
Creating Long-term Stockholder Value
The primary goal of our capital allocation strategy is to create long-term stockholder value driven by four priorities for cash:

maintaining balance sheet strength that supports the Corporation’s strategic objectives;

investing in new, less capital intensive technologies that are less carbon intensive to support sustainable innovation to achieve our Best for All strategy;

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

returning cash to stockholders through dividends and stock buybacks.
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.
 
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CORPORATE GOVERNANCEBOARD 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.
STEP 1
STEP 2

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.
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:

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 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.
 
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CORPORATE GOVERNANCEBOARD’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.
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CORPORATE GOVERNANCEBOARD 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
STEP 1
Questionnaire
STEP 2
Board Assessment
STEP 3
Individual Interviews
STEP 4
Evaluation Results
Step 5
Follow up Actions
Directors respond to a wide range of questions related to topics including Board operations and composition, satisfaction of responsibilities, Board and management dynamics and accessibility of resources. Open-ended questions are also included to identify key strengths and areas for improvements of the Board.
The Board evaluation includes an assessment of whether the Board has the appropriate mix of skills, experience and other characteristics, and is made up of a sufficiently diverse group of people.
The Board Chair and Committee Chairs conduct individual interviews with each director to discuss Board, committee and director performance and effectiveness.
Results of the evaluations are discussed by the full Board.
Feedback from this evaluation process is used to make any necessary changes to Board practices, composition, size and other matters.
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:
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CORPORATE GOVERNANCEBOARD COMMITTEES
BOARD COMMITTEES
Under our by-laws and the general corporation law of the State of Delaware, U. S. Steel’s state of incorporation, the business and affairs of U. S. Steel are managed under the direction of the Board of Directors. The non-employee directors regularly hold executive sessions without management present. The Board has three standing committees, each of which is comprised exclusively of independent directors: the Audit Committee; the Compensation & Organization Committee; and the Corporate Governance & Sustainability Committee.
Each of the standing committees has a written charter adopted by the Board, which is available on our website (www.ussteel.com). The committee charters are regularly reviewed and updated to incorporate best practices and prevailing governance trends. The Board also has an Executive Committee that acts on, and reports to the Board on, routine or delegated matters that arise between Board meetings.
Each standing committee is required to have at least three members, each of whom is considered independent. Each of the standing committee charters require the committee to perform a self-evaluation and review its charter annually. Each committee may in its sole discretion, retain or obtain the advice of outside advisors, including any consultant, independent legal counsel or other advisor, at the Corporation’s expense to assist the committee in fulfilling its duties and responsibilities.
THE TABLE BELOW SHOWS THE CURRENT COMMITTEE MEMBERSHIPS OF OUR DIRECTORS:
Director
Audit
Committee
Compensation &
Organization
Committee
Corporate
Governance &
Sustainability
Committee
Executive
Committee
Tracy A. Atkinson
Andrea J. Ayers
David B. Burritt
Alicia J. Davis
Terry L. Dunlap
John J. Engel
John V. Faraci
Murry S. Gerber
Jeh C. Johnson
Paul A. Mascarenas
Michael H. McGarry
David S. Sutherland (Independent Board Chair)
Patricia A. Tracey
TOTAL MEETINGS HELD IN 2022:
5
5
5
■ Member    Chair
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Chair:
Murry S. Gerber*
Members:
Tracy A. Atkinson*
Andrea J. Ayers
Alicia J. Davis
Jeh C. Johnson
Michael H. McGarry*
Patricia A. Tracey
All members are “financially literate.”
*
These three directors meet the SEC’s definition of an “audit committee financial expert.”
No member of the Audit Committee serves on the audit committees of more than two other publicly traded companies.
AUDIT
Duties and Responsibilities

Review and discuss with management and the independent registered public accounting firm matters related to the annual audited financial statements, quarterly unaudited financial statements, earnings press releases and the accounting principles and policies applied;

Review and discuss with management and the independent registered public accounting firm matters related to the Corporation’s internal controls over financial reporting;

Review the responsibilities, staffing and performance of the Corporation’s internal audit function;

Review issues regarding the Corporation’s compliance with legal or regulatory requirements and corporate policies dealing with business conduct;

Appoint (subject to stockholder ratification), compensate, retain, and oversee the work of the Corporation’s independent registered public accounting firm. The committee has the sole authority to approve all audit engagement fees and terms as well as all non-audit engagements with the firm; and

Discuss policies regarding risk assessment and risk management, including overseeing cybersecurity risks.
 
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CORPORATE GOVERNANCEBOARD COMMITTEES
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Chair:
John V. Faraci
Members:
Tracy A. Atkinson
Andrea J. Ayers
Terry L. Dunlap
Michael H. McGarry
The Compensation Committee meets in executive session without management for a portion of each regular meeting.
COMPENSATION & ORGANIZATION
Duties and Responsibilities

Review and approve the Corporation’s overall compensation philosophy and related compensation and benefit programs, policies and practices;

Recommend the CEO’s compensation to the independent directors based on the evaluation of the CEO’s performance;

Determine and approve, with input from the CEO, the compensation of the Corporation’s executive officers;

Assess whether the Corporation’s compensation policies and practices could be reasonably likely to create a risk that could have a material adverse effect on the Corporation;

Assess the independence of the Corporation’s executive compensation consultant;

Consider the most recent stockholder advisory vote on executive compensation; and

Review and discuss with management the Corporation’s human capital management strategies, including in the areas of diversity, equity and inclusion, culture and employee engagement and pay equity.
The Compensation Committee retains Pay Governance, LLC as its independent executive compensation consultant. A representative of Pay Governance attended all meetings of the Compensation Committee in 2022.
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Chair:
John J. Engel
Members:
Alicia J. Davis
Terry L. Dunlap
Jeh C. Johnson
Paul A. Mascarenas
Patricia A. Tracey
The Committee has the sole authority to retain and terminate any search firm used to identify director candidates, including sole authority to approve the search firm’s fees and other retention terms.
CORPORATE GOVERNANCE & SUSTAINABILITY
Duties and Responsibilities

Identify, evaluate and recommend nominees for the Board, consistent with the Corporate Governance Principles;

Make recommendations to the Board concerning the appropriate size and composition of the Board and its committees;

Make recommendations to the Board concerning the compensation of non-employee directors;

Recommend to the Board a set of corporate governance principles for the Corporation and annually review and recommend appropriate changes to the Board;

Review and discuss risk matters relating to legislative, regulatory and public policy issues affecting the Corporation’s businesses and operations;

Review public policy issues likely to be of interest to various stakeholders of the Corporation, including employee health and safety, environmental, energy and trade matters;

Establish, review and approve changes to the Corporation’s codes of conduct applicable to the Corporation’s employees and directors; and

Assist the Board in fulfilling its oversight responsibilities for sustainability matters, including greenhouse gas emissions and other climate-related matters, sustainable use and management of natural resources (such as air, water, land and minerals), and corporate social responsibility, including the Corporation’s record of compliance with related laws and regulations.
 
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CORPORATE GOVERNANCEOUR 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.
Below are highlights of our sustainability efforts. For more information, please download our 2021 Sustainability Report which is available at our ESG Data Hub on our website at https://www.ussteel.com/sustainability/esg-data-hub.
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.
Process Innovation. As a company, U. S. Steel has continuously strived to improve all aspects of our business, including optimizing how we produce steel, and this is taking us in exciting new directions. We believe that long-term success depends on our ability to adapt to the changing needs of our customers and the environment. In 2022, Entergy Arkansas announced a solar facility near our Big River Steel mills. Once complete, we plan to obtain this renewable energy to power the production of our products at our BRS facilities.
Product Innovation. Our customers increasingly seek steel products that are stronger, lighter, and sustainably made, with a lower carbon footprint and more recycled steel content. The versatility and flexibility of our people and processes has helped us keep up with demand so that we can supply the steel-based materials our customers need to create their product or help them design a specialty solution. For example, in 2022, U. S. Steel agreed to supply Trane Technologies with low-carbon steel to reduce the carbon impact of its sustainable heating, verification and air-conditioning products.
Empowering People  —  Diversity, Equity and Inclusion
Our dedication to inclusion begins
at the top.
Early in his tenure, our President & CEO David Burritt joined CEO
Action for Diversity & Inclusion™,
the largest CEO-driven business
group devoted to
advancing diversity
and inclusion in the workplace.
DE&I has been an integral part of our business DNA for years, and we are proud of the progress we’ve made to provide an environment where everyone can thrive.
We work closely with our stakeholders to learn different viewpoints and experiences. Our external collaborations contribute invaluable perspectives that help us to know what is Best for All. These include:

National Association of Manufacturers Pledge for Action – U. S. Steel has committed to increase equity and parity for underrepresented communities in the manufacturing industry.

Through The Valuable 500, U. S. Steel focuses on disability awareness and inclusion at all levels of the organization.

With Disability:IN, the leading nonprofit resource for disability inclusion and sponsorship of the 2021 Virtual National Disability Inclusion Summit, we benchmark our own disability inclusion program.

Together with Military.com, we commit to actively hire veterans of the U.S. Armed Forces.
In August 2022, U. S. Steel published its 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 Report, is available in this report, which can be found at our ESG Data Hub on our website.
 
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CORPORATE GOVERNANCEOUR 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 Volunteering. We encourage our employees to get involved in their communities, and we have established the “United by Service” award to recognize their incredible contributions. The award includes a $15,000 award to the Volunteer of the Year’s charity of choice and up to 14 awards of  $5,000 to each Service Champion’s charity of choice. To support this initiative, we provide every full-time non-represented employee eight hours of paid time off to use for volunteer service throughout the calendar year. Collectively, our employees completed over 22,000 hours of community service last year.
Employee Resource Groups. To enhance employee engagement and promote a culture of inclusion, we have eight employee resource groups, including our SteelSUSTAINABILITY group we started in 2022, which provide leadership development, mentorship, and networking opportunities for their members. These groups hold events throughout the year to create internal and external connections, including through charitable outreach.
Big River Steel. With the construction of our second mini mill facility well underway in Osceola, Arkansas, we are committed to serving the people in the communities we work and live in. In summer 2022, Big River Steel teamed up with Arkansas Northeastern College to offer free summer camps to the children of South Mississippi County in Arkansas, offering programs ranging from athletics to STEM-focused activities. This past Thanksgiving, we partnered with Walmart/Sam’s Club to provide over 250 donated meals to the local community.
U. S. Steel Košice. The human tragedy in Ukraine has hit very close to home in our facilities in Eastern Slovakia. From the very beginning, our employees at USSK have stepped up to provide a variety of assistance for individuals fleeing, including raising a total of 10,700 meals and 1,150 beds for refugees, welcoming refugees to our training center in Medzev and hand delivering food and personal hygiene products to individuals staying at other locations in the area. U. S. Steel has committed to match the total amount raised for all company-supported refugee relief efforts in the U.S. and Europe up to 1 million euros (approximately $1.1 million U.S. dollars).
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.
Safety Management System. We have developed an enhanced Safety Management System, initiated new safety communication methods and enhanced contractor safety processes.
OSHA DAFW. We assess our safety performance through a variety of lagging and leading indicators, including OSHA DAFW. For 2022, we had a corporate DAFW rate of 0.05, another record performance for U. S. Steel and significantly better than the U.S. Bureau of Labor Statistics’ Iron and Steel benchmark DAFW rate.
Fatality Prevention Audit Program. 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.
ISO 45001 Certification Commitment. We set a goal to achieve ISO 45001 certification at Big River Steel by the end of 2023 and at the balance of our operating facilities starting in 2024. ISO 45001 specifies occupational health and safety standards to help reduce accidents in the workplace and provides tools to continuously improve safety performance.
 
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CORPORATE GOVERNANCEOUR 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.
Protecting the Environment
ENVIRONMENTAL STEWARDSHIP
U. S. Steel is committed to effective environmental stewardship. Our business practices are designed to reduce negative environmental impacts. We believe part of being a good corporate citizen requires a dedicated focus on how our industry affects the environment. We continue to promote cost-effective environmental strategies by supporting the development of appropriate air, water and waste laws and regulations at the local, state, national and international levels.
Steel is the most recycled material on earth and is endlessly recyclable, losing none of its performance as it is remelted and reused. In 2022, our North America operations recycled 4.8 million tons of purchased and produced steel scrap and our European operations recycled approximately 754 thousand tons of produced scrap steel.
CLIMATE STRATEGY- REDUCTION OF GREENHOUSE GAS EMISSIONS
Our Goals
We are working to achieve a 20% reduction in GHG emissions intensity (Scope 1 plus Scope 2) by 2030, against our 2018 baseline, which was 2.31 metric tons CO2e/​metric ton raw steel for Scope 1 plus Scope 2, and continue to take actions to move towards our net-zero ambitions. We are committed to annual public reporting on progress against these goals, as well as the measures being implemented to achieve them.
U. S. Steel plans to achieve its GHG emissions reduction goals through the execution of multiple initiatives. These include:

Using EAF steelmaking technology at U. S. Steel’s Fairfield Works and at Big River Steel, the first LEED-certified steel mill in the world and first ResponsibleSteel™ certified steel mill in North America. EAF steelmaking relies on scrap recycling to produce new steel products, leveraging the ability to continuously recycle steel.

Further carbon intensity reductions expected to come from the implementation of ongoing energy efficiency measures, continued use of renewable energy sources and other process improvements.

Continued focus on new high-performance green steel products such as our sustainable steel product line, verdeX®, which offers up to a 70%-80% reduction in CO2 emissions compared to integrated mill production.
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In April 2022, U. S. Steel published its first Climate Strategy Report, detailing our path toward a greener future in steel manufacturing and high-performance green steel products. Additional information regarding our GHG emission reduction goals is available in this report, which can be found at our ESG Data Hub on our website.
 
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CORPORATE GOVERNANCEOUR 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.
 
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CORPORATE GOVERNANCECOMMITMENT 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
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2022 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 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
 
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CORPORATE GOVERNANCECOMMITMENT 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:
Topic
What We Heard From Our Stockholders
Actions in Response to Stockholder Feedback
Sustainability
Encouraged by our increased and enhanced sustainability disclosure and GHG reduction goals

Released inaugural TCFD Report and published a “Roadmap to 2050” on our website in 2021 and a Climate Strategy Report in 2022

Inaugural Sustainability Report issued in 2019 with enhanced reports released each year thereafter

Announced 20% GHG Emissions Intensity Reduction Goal by 2030, compared to a 2018 baseline, and net-zero by 2050 ambition
Talent Strategy
Comprehensive inclusive benefits provide helpful insight into U. S. Steel’s culture of inclusion

Inaugural Diversity, Equity and Inclusion Report published in 2022, including disclosure of EEO-1 Report
Executive Compensation
Continue to align executive compensation with company performance

Ongoing benchmarking of compensation practices to our peers
See page 45 for more on enhancements to our executive compensation program
Governance
Positive feedback regarding transparency of governance program

Proactive board refreshment that includes a focus on diversity

Enhanced disclosure regarding Board diversity and skills

Proactively adopted proxy access in 2016

Annual website disclosure regarding political contributions
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.
 
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CORPORATE GOVERNANCEDIRECTOR 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
 
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CORPORATE GOVERNANCEDIRECTOR 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:
Name
Fees Earned
or Paid in
Cash
(1)
($)
Stock
Awards
(2)(3)
($)
Total
($)
Tracy A. Atkinson
135,000
220,000
355,000
Terry L. Dunlap
100,000
242,083
342,083
John J. Engel
144,000
234,667
378,667
John V. Faraci
144,000
234,484
378,484
Murry S. Gerber
144,000
234,620
378,725
Jeh C. Johnson
0
400,000
400,000
Paul A. Mascarenas
120,000
240,119
360,119
Michael H. McGarry
135,000
220,000
355,000
David S. Sutherland
0
600,000
600,000
Patricia A. Tracey
135,000
220,000
355,000
(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%.
(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.
(3)
The following table shows the number of unvested stock units outstanding for each non-employee director at year-end December 31, 2022:
Name
Restricted Stock
Units
Deferred Stock
Units
Tracy A. Atkinson
0
7,418
Terry L. Dunlap
6,720
0
John J. Engel
0
7,913
John V. Faraci
3,950
3,956
Murry S. Gerber
7,910
0
Jeh C. Johnson
0
13,487
Paul A. Mascarenas
4,050
4,046
Michael H. McGarry
0
7,418
David S. Sutherland
0
20,231
Patricia A. Tracey
0
7,418
 
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CORPORATE GOVERNANCERELATED 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.
For purposes of this policy, related persons include:

any person who is, or at any time since the beginning of the Corporation’s last fiscal year was, a director or executive officer of the Corporation or a nominee to become a director of the Corporation;

any person who is the beneficial owner of more than 5% of any class of the Corporation’s voting securities; and

any immediate family member of any person described above.
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.
The standards applied by the Corporate Governance & Sustainability Committee when reviewing transactions with related persons include:

the benefits to the Corporation of the transaction;

the terms and conditions of the transaction and whether these terms and conditions are comparable to the terms available to or from an unrelated third party or employees generally; and

the potential for the transaction to affect the independence or judgment of a director or executive officer of the Corporation.
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.
The transactions that are automatically pre-approved include:

transactions involving compensation to directors and executive officers of the type that is required to be reported in the Corporation’s proxy statement;

indebtedness for ordinary business travel and expense payments;

transactions with another company at which a related person’s only relationship is as an employee (other than an executive officer), a director or beneficial owner of less than 10% of any class of equity securities of that company, provided that the amount involved does not exceed the greater of   $1,000,000 or 2% of that company’s consolidated gross annual revenues;

transactions where the interest of the related person arises solely from the ownership of a class of equity securities of the Corporation, and all holders of that class of equity securities receive the same benefit on a pro rata basis;

transactions where the rates or charges involved are determined by competitive bid;

transactions involving the rendering of services as a common or contract carrier or public utility at rates or charges fixed in conformity with law or governmental regulation; and

transactions involving services as a bank depositary of funds, transfer agent, registrar, trustee under a trust indenture or similar services.
 
There were no transactions that required approval of the Corporate Governance & Sustainability Committee under this policy during 2022.
 
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CORPORATE GOVERNANCEDIRECTOR 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.
 
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Proposal 2:
Advisory Vote on Executive Compensation
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.
   
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:

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

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

Reflects the input received from stockholders on our executive compensation program through our robust engagement program.
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.
 
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PROPOSAL 2: Advisory Vote on Executive CompensationCOMPENSATION & 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.
John V. Faraci, Committee Chair
Terry L. Dunlap
Tracy A. Atkinson Michael H. McGarry
Andrea J. Ayers
 
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Compensation
Discussion
and Anal
ysis
This Compensation Discussion and Analysis contains a discussion of the material elements of compensation awarded to, earned by, or paid to the Corporation’s “Named Executive Officers” (“NEOs”), individuals who served as our principal executive officer, principal financial officer, and the next three most highly compensated executive officers of U. S. Steel in 2022.
NAMED EXECUTIVE OFFICERS IN 2022
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David B. Burritt
President & Chief Executive Officer
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Jessica T. Graziano
Senior Vice President & Chief Financial Officer
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James E. Bruno
Senior Vice President — European Solutions & President, USSK
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Scott D. Buckiso
Senior Vice President & Chief Manufacturing Officer, NAFR
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Duane D. Holloway
Senior Vice President, General Counsel and Chief Ethics & Compliance Officer
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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.
Executive Summary
40
Our 2022 Performance Highlights 41
2022 Executive Compensation Program Overview
42
2022 Compensation Decisions 43
Compensation Governance Practices 44
Stockholder Feedback and Say-on-Pay Vote 45
Our Compensation Philosophy
46

2022 NEO Performance and Compensation Summaries
47
Our Compensation Process
51
Elements of Compensation
53
Compensation Policies and Other Considerations
62
Preview of 2023 Compensation Decisions
63
Executive Compensation Tables
64
*
Ms. Breves served as the Corporation’s Chief Financial Officer until August 8, 2022 and resigned from the Corporation as of December 31, 2022.
 
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COMPENSATION DISCUSSION AND ANALYSISEXECUTIVE SUMMARY
EXECUTIVE SUMMARY
EXECUTING OUR STRATEGY TO CREATE LONG-TERM STOCKHOLDER VALUE
In 2018, we launched our Best of Both strategy to become the best steel company by leveraging the advantages of integrated steelmaking — iron ore and product innovation — with the advantages of mini mills — process innovation and cost efficiency. Our strategy is to create long-term stockholder value by pursuing a business model that is resilient to market volatility and is profitable through the business cycle.
In 2020, we executed critical components of our Best of Both strategy, none more transformational than the full acquisition of Big River Steel. We first invested in Big River Steel in 2019, and fully acquired it in 2021. We continue to advance grade development and product trials between our integrated and mini mills as we validate the Best of Both thesis and pursue sustainable, high margin steel products.
Now we’re taking Best of Both to the next phase … Best for All. We’re focused on investing in our competitive advantages of low cost iron ore, mini mill steelmaking and advanced finishing capabilities to generate profitable solutions for people and planet. In 2022, we made significant progress on that commitment, by beginning construction on a second mini mill (known as BR2) in Osceola, Arkansas, constructing galvalume/galvanize and non-grain oriented steel finishing lines at Big River Steel, and by completing construction of a pig iron facility at Gary Works.
Providing customers with profitable steel solutions for people and planet
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COMPENSATION DISCUSSION AND ANALYSISEXECUTIVE SUMMARY
OUR 2022 PERFORMANCE HIGHLIGHTS
We made significant progress on our long-term strategic goals to transition to Best for All in 2022. We achieved this by investing in Best for All advanced technology and products to expand our competitive advantages, enhancing our sustainability program to support our environmental stewardship goals and those of our customers, and ensuring we have a talented and diverse workforce to lead and execute our business plans.
2022 was another year of strong operational, financial and strategic performance, including some all-time record performances. We enter 2023 from a position of strength with record cash and liquidity positions, ready to execute on our strategic projects and continue to deliver direct returns to our stockholders.
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.

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)
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.

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

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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COMPENSATION DISCUSSION AND ANALYSISEXECUTIVE SUMMARY
2022 EXECUTIVE COMPENSATION PROGRAM OVERVIEW
Our executive compensation program is designed to attract, reward and retain executives who make significant contributions through operational and financial achievements aligned with the goals and philosophy of our long-term strategy. The primary elements of our compensation program, base salary, annual incentive awards and long-term incentive awards, are described below. We also provide limited perquisites and standard retirement and benefit plans. The majority of our NEOs’ pay is variable and based on achievement of performance goals.
Element
Overview and Key Performance Metrics
Purpose
FIXED
Base Salary
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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)
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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)
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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.
Awards vest after the three-year performance period if TSR performance metrics for each year and over the three-year performance period are achieved.
Return On Capital Employed (ROCE) (50%)
ROCE performance awards are based on rigorous performance targets approved at the time of grant over the three-year performance period, as well as for each year within the performance period.
Awards vest after the three-year performance period if ROCE performance metrics for each year and over the three-year performance period 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.
*
Illustrations are based on 2022 CEO target compensation.
 
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COMPENSATION DISCUSSION AND ANALYSISEXECUTIVE SUMMARY
2022 COMPENSATION DECISIONS
The Compensation Committee set 2022 total target direct compensation in January 2022 in line with the median compensation levels for the equivalent or similar positions in our executive compensation peer group, as reported by the Compensation Committee’s independent compensation consultant. The table below shows compensation decisions made for each NEO in 2022.
NEO
2022 Base
Salary ($)
Other Cash
Award or
Payment
(1)
2022
AICP
Award
(2)($)
2022
LTIP
Award
Grants
(3)($)
2022
Strategic
Transformation
Award Grant
(4)
Total(5)
($)
Burritt
1,376,250
2,580,469
9,500,000
13,456,719
Graziano
278,976
500,000
306,884
2,000,000
2,000,000
5,085,860
Bruno
650,000
712,725
1,500,000
2,862,725
Buckiso
650,000
712,725
1,500,000
2,862,725
Holloway
650,000
663,000
1,500,000
2,813,000
Breves
761,250
1,599,072
913,500
2,400,000
5,673,822
(1)
The amounts shown as “Other Cash Award or Payment” reflect, for Ms. Graziano, a portion of her new hire cash award payable in 2022, and, for Ms. Breves, cash consideration pursuant to her Special Transition Agreement and Release and payment for unused vacation. For more information, see the “Other Compensation Agreements” section on page 63.
(2)
The amounts shown as “2022 AICP Award” reflect the cash incentive award payment based on achievement of corporate and individual performance in 2022, as more fully described on pages 53-55. In conformance with SEC requirements, the Summary Compensation Table on page 64 reports equity in the year granted, but cash in the year earned, and the “Non-Equity Incentive Compensation” column reflects the AICP Awards shown here, as well as payout of the cash-based long-term award granted in 2020.
(3)
The amounts shown as “2022 LTIP Award Grants” were granted in February 2022 in the form of equity and will vest over the 2022-2024 performance period, except for Ms. Graziano, whose awards were granted in August 2022 on her date of hire. Ms. Graziano was granted a prorated 2022 LTIP award in the amount of $1,000,000 and a new hire equity award in the amount of $1,000,000, which vests after three years.
(4)
A Strategic Transformation Award was granted to Ms. Graziano in August 2022, in the form of equity, consistent with the performance-based Strategic Transformation Awards previously granted to other executive officers to ensure alignment among the leadership in executing the Corporation’s strategic vision and goals. See pages 59-60 for more detail.
(5)
The amounts shown as “Total” do not reflect payout of the 2020-2022 LTIP awards, which include the cash-based ROCE performance awards reported in the Summary Compensation Table, and other amounts reported in the “All Other Compensation” column of the Summary Compensation Table.
Compensation Outcomes: Payouts Reflect Corporate Performance
The Compensation Committee considers a mix of cash and equity awards over both the short-term and long-term as a critical balance in reinforcing U. S. Steel’s commitment to performance alignment. This strong pay-for-performance alignment is clearly reflected in amounts actually earned by our NEOs based on the achievement of metrics established by the Compensation Committee for the annual and long-term incentive plans.
In 2022, the Corporation achieved its second-best year of financial performance, following its best ever in 2021. Coming off a strong 2021, the Compensation Committee set rigorous annual performance goals for 2022 that would require a similarly high level of performance, against a backdrop of continued market and geopolitical volatility, supply chain disruptions and inflationary pressures. The 2022 corporate annual incentive awards paid out within the target range for all NEOs. Results under the 2020-2022 LTIP awards were mixed, with ROCE performance awards achieving maximum results (200% payout), and TSR performance awards achieving below target results (86.7% payout). Because the performance awards were equally divided between ROCE and TSR awards, this resulted in an overall payout of 143% of the 2020-2022 performance awards. For more information see “2020 Performance Awards” on page 57.
Performance and/or stock-based compensation accounted for approximately 89% of our CEO’s target compensation in 2022. Based on our strong pay-for-performance alignment, realizable compensation for our CEO over the last three years is 158% of target value granted during the three-year period ending December 31, 2022.
 
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COMPENSATION DISCUSSION AND ANALYSISEXECUTIVE SUMMARY
CEO REALIZABLE PAY
Three-Year (2020 - 2022) Aggregate CEO Compensation (in $millions)
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COMPENSATION GOVERNANCE PRACTICES
Our compensation program is designed to promote exceptional performance and align the interests of our executives with the interests of our stockholders while discouraging executives from excessive risk-taking.
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What We Do
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Consider results of annual say on pay votes when making compensation decisions
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Regularly engage with our stockholders about our executive compensation program
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Align pay and performance
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Cap annual and long-term incentive awards, including when TSR is negative
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Use an independent compensation consultant
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Require significant stock ownership of executive officers
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Use a market-based approach (competitive within our peer group) for determining NEO target pay levels
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Require a “double trigger” for change in control severance
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Provide for clawback of incentive awards if our financial statements are restated or an executive intentionally or recklessly engages in gross misconduct
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Annually review risks associated with our compensation programs
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What We Don’t Do
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Pay excise tax gross ups for change in control payments
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Guarantee minimum payout of annual or long-term performance awards
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Reprice of options
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Allow directors or employees to engage in hedging transactions, short sales or pledging of our common stock
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Allow dividends or dividend equivalents on unearned RSUs or performance shares
 
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COMPENSATION DISCUSSION AND ANALYSISEXECUTIVE SUMMARY
STOCKHOLDER FEEDBACK AND SAY-ON-PAY VOTE
The Board, as well as management, prioritizes constructive communication with our investors to learn about their views of our Corporation and our governance, sustainability and compensation practices. We have maintained ongoing dialogue with our largest stockholders regarding our executive compensation program since 2012. The feedback we receive from these discussions is carefully considered by the Board and the Compensation Committee. We believe the support of our say-on-pay proposal over the last few years is evidence of the Board’s careful attention to stockholder feedback, and our ability to decisively take action and incorporate their perspectives in our programs.
In each of the last five years, we received over 93% support for our executive compensation program, except in 2020. Following 2020’s voting results, we again extended invitations to our stockholders to hear their views and enhanced our disclosure and practices based on that feedback, leading to a 94% say-on-pay vote in 2022.
2022 Stockholder Engagement and Actions Taken
In 2022, as part of our regular annual stockholder engagement, we reached out to holders of nearly 40% of our outstanding shares and meetings were held with the investors who accepted our invitation, representing approximately 18.5% of our outstanding stock. During these meetings, we heard that our stockholders are generally supportive of our executive compensation program and the link between pay and performance embedded in our executive compensation program. One recurring theme of our engagements on compensation has been the challenge of addressing external market conditions that could have a dispositive impact on U. S. Steel’s earnings.
Over the years we have implemented several changes to our compensation practices to further align pay with performance, reduce the volatility in the measures under the program to ensure executive compensation is tied to controllable actions and respond to stockholder feedback. We also have expanded disclosure around the rationale behind compensation decisions to provide stockholders with more information upon which to assess our program structure.
Finally, our engagements often focus on the health and safety of our employees and how executives are judged in these areas. We have also enhanced our disclosure in this area to provide more transparency to stockholders about how individual performance is assessed.
Compensation Changes Made in Response to Stockholder Feedback
Actions Taken
Goal
Included ESG metrics into long-term performance-based compensation
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Reward executives if transformational strategic objectives of the Best for All strategy are completed
Expanded clawback provision for executive compensation
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Provide accountability for executive officers in the event of intentional or reckless serious misconduct
Enhanced disclosure on individual performance
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Provide more transparency around how executives’ performance is judged, including how safety factors into our executive compensation program
Revised the AICP formula to enable partial payout of incentive award based on superior individual performance
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Ensure highly qualified executives are motivated even in periods of market decline, given cyclicality of the business
Eliminated use of stock options, as part of the annual awards, to reduce volatility in payouts
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Reduce volatility in executive compensation payouts and respond to stockholders’ disfavor of options
Revised TSR and ROCE calculations to include components of TSR or ROCE for each year in the performance period while maintaining the largest weighting on three-year TSR or ROCE performance
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Provide better alignment to stockholder experience, by reducing extremes in vesting and increasing data points used in the calculation, given high volatility in stock price performance
 
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COMPENSATION DISCUSSION AND ANALYSISOUR COMPENSATION PHILOSOPHY
OUR COMPENSATION PHILOSOPHY
Our Compensation Program is Designed Around Four Guiding Principles:
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Strong Pay-for-Performance Approach

Majority of target compensation opportunity is performance- and/or stock-based

Our compensation programs are focused on objective corporate performance measures and individual performance
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Align Pay with Long-Term Interests of our Stockholders

Equity comprises the largest portion of an executive’s compensation, a substantial portion of which is performance-based

Executives are subject to rigorous stock ownership and holding requirements
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Support our Strategic and Financial Goals

Balance of compensation elements that focus on both short-term and long-term corporate performance and goals that align with our annual and long-term strategic objectives
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Attract, Reward and Retain Executives

Our long-term incentive grants include restricted stock units that may retain some value in a period of stock market decline

Executive compensation is targeted to be competitive with and aligned to the median of our peer group
Compensation Committee Decision-Making Process
We have a robust and ongoing annual process to plan, review and determine executive compensation, which includes at least annual engagement with our stockholders. When evaluating the compensation reported in the Summary Compensation Table against company performance, it is helpful to keep in mind the timing for each of the decisions that are made by the Compensation Committee.
Date
Compensation Element
Determined January 2022
Base Salary and Annual/Long-Term Incentive Program Target Grant Values

Base salaries and target grant values under the AICP and LTIP were determined in January 2022 based on market competitive total target compensation package.

Annual and long-term corporate performance targets for 2022 grants were decided based on, in part, market conditions at the time.
Determined after 2022 Year-end Paid March 2023
Annual Incentive Awards

AICP awards reported for 2022 were determined after 2022 year-end based on 2022 corporate and individual performance and were paid in March 2023.
Certified after 2022 Year-end Payouts for 2022 awards reported in March 2023
Long-Term Incentive Awards

Performance for 2020-2022 LTIP awards was certified after 2022-year end and vested, as applicable, in February