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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 all boxes that apply):
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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2023 Performance
Hi
ghlights
We made significant progress on our long-term strategic goals to transition to a Best for All® future in 2023. 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 FUTURE
For Our Investors
For Our Customers
2023 FINANCIAL PERFORMANCE

Continued success on quality and reliability performance

Progressed on high return strategic projects, which remain on time, to provide the innovative products our customers seek
LAUNCH OF INDUXTM

U. S. Steel’s InduX electrical steel is a very wide, ultra-thin, and light-weight steel, having all the magnetic properties necessary for electric vehicles (EV), as well as generators and transformers. By producing InduX steel in the United States, U. S. Steel is making a significant investment in American jobs and bolstering the resilience of the country’s domestic supply chain
$18B
Revenues
$2.139B
Adjusted EBITDA
96%
Total Shareholder
Return
$5.2B
Liquidity
For Our People

Rewarding employees with performance-based profit sharing and incentives

Leveraging flexible work from anywhere policies to build corporate culture and engagement and attract and retain diverse talent

Engaging in the communities where we live and work, with over 21,000 employee service hours
Record safety performance,
significantly outperforming DAFW industry average reported by U.S. Bureau of Labor
0.04 Days
All-time best days away from work (DAFW)
Recognized as one of the world’s most ethical companies
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“World’s Most Ethical Companies” and “Ethisphere” names
and marks are registered trademarks of Ethisphere LLC.
For Our Planet

Excellent adherence to environmental stewardship principles

Completed non-grain oriented (NGO) electrical steel line, which positions U. S. Steel as a crucial supplier for the expanding electrical vehicle market
REFRESHED TCFD REPORT

In November 2023, we issued an updated Task Force on Climate-Related Financial Disclosures (TCFD) Report to increase transparency on our climate-related risks and opportunities.
 

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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 2024 Annual Meeting of Stockholders, which will be held on Tuesday, April 30th, 2024 at 12:00 p.m., Eastern Time (ET) at www.virtualshareholdermeeting.com/X2024 via live audio webcast.
I have been a part of U. S. Steel’s Board of Directors for over fifteen years, and have served as Board Chair for nearly a decade. As we work towards closing the transaction with Nippon Steel Corporation (NSC), I look back and am amazed by the accomplishments of the Corporation throughout its history, and especially the transformation that has been underway over the last few years. From the initial investment in Big River Steel nearly five years ago, to where we stand today — a new NGO electrical steel line up and running, construction completed on a direct reduced-grade pellet facility, and a second mini mill and coating line pegged for completion this year — is an astounding transition. Our CEO and executive leadership team continue to deliver excellent results for our stockholders.
As a Board, we continue to embrace our duties of providing responsible oversight and maximizing stockholder value. The Board met 16 times in 2023 to conduct the robust review of strategic alternatives, culminating in the agreement with NSC, and to stay informed and carry out our duties. We maintain robust oversight of traditional core areas, such as risk oversight, strategic planning and finance, and have also paid close attention to emerging areas, including sustainability and cybersecurity and other technology risks.
Our Corporate Governance & Sustainability Committee leads our board evaluation process to ensure we are functioning effectively as a group, as well as the board refreshment process 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. The five directors that have joined the Board since 2020 have nearly doubled our racial and gender diversity and brought a breadth of experience from industry, risk oversight and M&A. As we look towards closing the NSC transaction, and an important chapter in the history of this storied corporation, I am grateful to the independent Board for providing leadership continuity by extending the retirement age for John Faraci and myself, and we, along with our other eleven colleagues on the Board, are grateful for your continued support.
Please read the attached Proxy Statement, and we ask that you vote for the proposals to elect the thirteen qualified and committed nominees for director, confirm our strong pay-for-performance executive compensation program and ratify PwC as our independent auditor.
We thank you for your continued support for U. S. Steel and 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 2024
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 ratify the appointment of PricewaterhouseCoopers LLP as
U. S. Steel’s independent registered public accounting firm
Your vote is important, and you are encouraged to vote promptly whether or not you plan to virtually attend the 2024 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 30, 2024 at 12:00 p.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 15, 2024.
BY ORDER OF THE BOARD OF DIRECTORS
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Megan A. Bombick
Associate General Counsel and Corporate Secretary
March 15, 2024
When:
Tuesday, April 30, 2024,
12:00 p.m. Eastern Time
Record Date:
March 4, 2024
Where:
Virtual Meeting www.virtualshareholdermeeting.com/X2024
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 March 4, 2024 (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 2024 Annual Meeting of Stockholders to be held on Tuesday, April 30, 2024: Our Proxy Statement and 2023 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
InduXTM Electrical
Steel
The key product that will be produced on our new NGO electrical steel line, InduXTM, positions U. S. Steel as a significant new supplier for the expanding electric vehicle market, as no electric vehicle, motor, or generator today is operational without the steel grades needed to transform electrical power into usable energy.
March 15, 2024
U. S. Steel achieved excellent financial and operational results, continued to advance its strategic initiatives and delivered strong returns to stockholders in 2023.
Less than three years ago, we launched our Best for All® strategy, to provide our customers with profitable steel solutions while creating a more sustainable future for all our stakeholders. The foundation of Best for All is a business model that is resilient to market volatility and is profitable through the business cycle. Thanks to the strategic investments executed by our management, and supported by our Board of Directors, we are already reaping the benefits of this strategy… and this is just the beginning. We delivered strong financial results yet again despite the ups and downs in the market we saw in 2023, including ongoing geopolitical conflict and global financial uncertainty. We remained focused on operating safely and fulfilling our commitments to our customers, and in doing so achieved key commercial, strategic and financial goals.
2023 also marked a significant turning point for U. S. Steel. Our Board of Directors undertook a review of strategic alternatives for the company throughout the second half of the year. This robust review culminated in the transaction agreement with Nippon Steel Corporation (NSC) and Nippon Steel North America, Inc. (NSNA), expected to close later this year(1). This transaction represents an exciting, new chapter for both iconic corporations, and combines cutting-edge technologies across NSC and U. S. Steel to advance innovation and deliver high-grade steel products, such as electrical steel and automotive flat steel, to customers around the world. NSC and U. S. Steel will share their world-leading technologies and manufacturing capabilities to be at the forefront of innovation and digital transformation in steelmaking for the benefit of our customers. The transaction also maintains the signature branding of U. S. Steel and preserves its important history in American industry. The future for U. S. Steel is bright.
“SAFETY FIRST” ENGRAINED IN CULTURE
“Safety first” has been our mantra since we coined the phrase more than 100 years ago. But at U. S. Steel, “safety first” is more than just words — it is our reality, and we have the record to prove it. For the fifth year in a row, we have set a new enterprise-wide safety record with a 0.04 OSHA Days Away from Work (DAFW) rate. Particularly noteworthy are the safety performances in our USSK operations, where they have achieved three years without a days away from work case — a truly exemplary record. This strong safety culture is a direct result of our employees prioritizing their own safety and the safety of their co-workers. Safety is part of who we are as a company. Our focus on safety goes beyond the physical safety of our employees, and we seek to create workplaces that are physically and psychologically safe for all. We continue to march towards our goal to make injury-free work environments a reality.
STRATEGIC INVESTMENTS PROGRESS ON-TIME AND ON-BUDGET
The lifeblood of our Best for All strategy is our suite of strategic investments across our operations, which will help us excel in our core competitive advantages: mini mill steelmaking, low-cost iron ore and best-in-class finishing capabilities.
In 2023, we checked off key milestones in these investments. We commissioned the non-grain oriented (NGO) electrical steel line on time and on budget at our Big River Steel Works facility in Osceola, Arkansas. This line has the capacity to produce more tons of NGO electrical steel per year in the United States than any other domestic steelmaker, and boasts the lightest gauges, widest widths and biggest coils in the domestic market, allowing for better energy and operational efficiencies for our customers. The central location drives customer value as it supports

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“‘Safety first’ has been our mantra since we coined the phrase more than 100 years ago. But at U. S. Steel, ‘safety first’ is more than just words, it is our reality, and we have the record to prove it.”
David B. Burritt
President & CEO
manufacturing concentration in the United States, Canada and Mexico. Most importantly, this line allows our customers to purchase steel mined, melted and made in America, while also helping them meet their own sustainability goals. Our direct reduced-grade float plant at Keetac was also completed in 2023, securing a regional supply chain for key inputs. We expect to keep this momentum going with the projected completion of the rest of our in-flight projects in 2024. Our second mini mill in Osceola, Arkansas, which we call Big River 2, or BR2, is on pace for completion by year end, and is expected to feature two electric arc furnaces with three million tons per year of advanced steelmaking capability utilizing our world-class endless casting and rolling line. We also expect to complete our dual coating line at Big River, which will produce both galvalume steel and hot-dipped galvanizing steel, continuing to advance our customer value proposition.
COMMITMENT TO SUSTAINABILITY — CLIMATE STRATEGY TRANSPARENCY AND DE&I INITIATIVES
In addition to driving customer and stockholder value, our Best for All strategy is focused on providing profitable steel solutions that are sustainable for people and planet. We recognize the importance of sustainability initiatives to our stakeholders, including our customers, stockholders, employees and the communities where we live and work, so we continue to increase transparency on environmental, social and governance (ESG) matters. In 2023, we published our ESG Report, covering progress on our sustainability goals and prepared in accordance with Global Reporting Initiative (GRI) and the Sustainability Accounting Standards Board (SASB) standards. We also issued our updated 2023 Task-Force on Climate-Related Financial Disclosures (TCFD) Report, which provides readers an overview of key climate-related risks and opportunities our Corporation faces.
Of course, none of our success would be possible without our employees. Which is why we are dedicated to fostering a culture of diversity, equity and inclusion, and supporting their generous efforts to enhance our communities through service. Our talent strategy is aligned with our Best for All aspirations and is focused on cultivating a culture of understanding the collective experience of our employees, while moving up the talent curve. Our DE&I Report published in 2023 includes more information about how we enhance inclusion and belonging throughout our organization.
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.
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David B. Burritt
President & CEO
(1)
For additional information related to the Agreement and Plan of Merger, dated as of December 18, 2023, by and between U. S. Steel, Nippon Steel North America, Inc., 2023 Merger Subsidiary, Inc., and, solely as provided in Section 9.13 therein, Nippon Steel Corporation, please refer to the Definitive Proxy Statement on Schedule 14A filed with the Securities and Exchange Commission on March 12, 2024, and other relevant materials in connection with the proposed transaction that we may file with the SEC containing important information about the proposed transaction.

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Contents
1
7
Corporate Governance
18
Our ESG Framework 27
Director Compensation 29
Related Person Transactions Policy 32
Proposal 2: Advisory Vote on Executive
Compensation
34
35
Compensation Discussion and Analysis
(see detailed table of contents on
page 36)
36
59
67
75
76
79
80
80
81
82
82
82
83
87
A-1
B-1
 

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Cautionary note regarding forward-looking statements
This document contains information regarding the Company that may constitute “forward-looking statements,” as that term is defined under the Private Securities Litigation Reform Act of 1995 and other securities laws, that are subject to risks and uncertainties. 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,” “plan,” “goal,” “future,” “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, statements regarding existing or new regulations and statements expressing general views about future operating results, as well as statements regarding the proposed transaction with Nippon Steel Corporation, including the timing of the completion of the transaction. However, the absence of these words or similar expressions does not mean that a statement is not forward-looking. Forward-looking statements include all statements that are not historical facts, but instead represent only the Company’s beliefs regarding future goals, plans and expectations about our prospects for the future and other events, many of which, by their nature, are inherently uncertain and outside of the Company’s control. It is possible that the Company’s actual results and financial condition may differ, possibly materially, from the anticipated results and financial condition indicated in these forward-looking statements. Management of the Company 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. In addition, forward looking statements are subject to certain risks and uncertainties that could cause actual results to differ materially from the Company’s historical experience and our present expectations or projections. Risks and uncertainties include without limitation: the ability of the parties to consummate the proposed transaction on a timely basis or at all; the timing, receipt and terms and conditions of any required governmental and regulatory approvals of the proposed transaction that could cause the parties to terminate the definitive agreement and plan of merger relating to the proposed transaction (the “Merger Agreement”); the occurrence of any event, change or other circumstances that could give rise to the termination of the Merger Agreement; the possibility that the Company’s stockholders may not approve the proposed transaction; the risks and uncertainties related to securing the necessary stockholder approval; the risk that the parties to the Merger Agreement may not be able to satisfy the conditions to the proposed transaction in a timely manner or at all; risks related to disruption of management time from ongoing business operations due to the proposed transaction; certain restrictions during the pendency of the proposed transaction that may impact the Company’s ability to pursue certain business opportunities or strategic transactions; the risk that any announcements relating to the proposed transaction could have adverse effects on the market price of the Company’s common stock; the risk of any unexpected costs or expenses resulting from the proposed transaction; the risk of any litigation relating to the proposed transaction; and the risk that the proposed transaction and its announcement could have an adverse effect on the ability of the Company to retain customers and retain and hire key personnel and maintain relationships with customers, suppliers, employees, stockholders and other business relationships and on its operating results and business generally; and the risk the pending proposed transaction could distract management of the Company. The Company directs readers to the risks and uncertainties described the Company’s Annual Report on Form 10-K for the year ended December 31, 2023 and those described from time to time in our future reports filed with the Securities and Exchange Commission for other risks associated with the Company’s future performance. These documents contain and identify important factors that could cause actual results to differ materially from those contained in the forward-looking statements. All information in this report is as of the date above. The Company does not undertake any duty to update any forward-looking statement to conform the statement to actual results or changes in the Company’s expectations whether as a result of new information, future events or otherwise, except as required by law. 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 and adjusted EBITDA. 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 30, 2024
12:00 p.m. Eastern Time
Record Date: March 4, 2024
VOTING MATTERS
Stockholders are being asked to vote on the following matters at the 2024 Annual Meeting of Stockholders:
For more
information
Board
Recommendation
Proposal 1
Election of Directors
Page 7
FOR each Nominee
Proposal 2
Advisory Vote on the Compensation of Named Executive Officers
Page 34
FOR
Proposal 3
Ratification of the Appointment of PricewaterhouseCoopers LLP as Independent Registered Public Accounting Firm
Page 79
FOR
Stockholders will also transact any other business that may properly come before the meeting.
STRATEGIC ALTERNATIVES REVIEW PROCESS
Following a robust and comprehensive review of strategic alternatives, on December 18, 2023, U. S. Steel entered into an Agreement and Plan of Merger (the “Merger Agreement”), with Nippon Steel North America, Inc., a New York corporation (“Parent”), 2023 Merger Subsidiary, Inc., a Delaware corporation and a wholly owned subsidiary of Parent (“Merger Sub”), and solely as provided in Section 9.13 therein, Nippon Steel Corporation, a Japanese corporation (“Guarantor”), pursuant to which Merger Sub will merge with and into U. S. Steel (the “Merger”) with U. S. Steel surviving the Merger as a wholly-owned subsidiary of Parent. Subject to the terms and conditions set forth in the Merger Agreement, each share of the Company’s common stock, par value $1.00 per share, outstanding immediately prior to the effective time of the Merger (which we refer to as the “Effective Time”) will, at the Effective Time, automatically be converted into the right to receive $55.00 in cash, without interest, subject to any required tax withholding.
 
UNITED STATES STEEL CORPORATION2024 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
59
2020
Ret. EVP and Chief Administrative Officer, State Street Corporation
3
Andrea J. Ayers
60
2023
Ret. President and Chief Executive Officer, Convergys Corporation
1
David B. Burritt
68
2017
President and CEO,
United States Steel Corporation
1
Alicia J. Davis
53
2023
Chief Strategy Officer, Lear
Corporation
0
Terry L. Dunlap
64
2022
Fmr. Interim CEO and President of TimkenSteel and Ret. Executive Vice President of Allegheny Technologies
1
John J. Engel
62
2011
Chairman, President and CEO, WESCO International, Inc.
1
John V. Faraci
74
2019
Fmr. Executive Chairman, Carrier Global Corporation and Ret. Chairman and CEO, International Paper Co.
0
Murry S. Gerber
71
2012
Ret. Chairman and CEO, EQT Corporation
2
Jeh C. Johnson
66
2020
Partner, Paul, Weiss, Rifkind, Wharton & Garrison LLP and Fmr. Secretary, Dept. of Homeland Security
2
Paul A. Mascarenas
62
2016
Ret. Chief Technical Officer, Ford Motor Company
2
Michael H. McGarry
66
2019
Ret. Executive Chairman & CEO, PPG Industries Inc.
2
David S. Sutherland (Independent Board Chair)
74
2008
Ret. President and CEO, IPSCO, Inc.
1
Patricia A. Tracey
73
2007
Ret. VP, Homeland Security and Defense Services, HP Enterprise Services
0
Member    Chair​
 
2 UNITED STATES STEEL CORPORATION2024 PROXY STATEMENT

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PROXY SUMMARYSNAPSHOT OF 2024 DIRECTOR NOMINEES
SNAPSHOT OF 2024 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 doubled the racial and gender diversity of our Board from 23% to 46%.
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UNITED STATES STEEL CORPORATION2024 PROXY STATEMENT 3

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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 that is 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
LISTENING TO OUR STOCKHOLDERS
We regularly communicate with our largest investors to discuss our strategy, sustainability and governance practices. In 2023-2024, we engaged with stockholders throughout the year. In addition to meetings conducted by the Investor Relations group, including relating to the strategic alternatives review process, we engaged with institutional investors on our sustainability strategy and talent strategy. Our stockholders provided constructive feedback and were generally supportive of our current governance, sustainability and talent practices.
 
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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.
2023 CEO Compensation Decisions and Results

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

No changes in CEO base salary or annual incentive target from the prior year; the long-term incentive award was increased by $1 million from 2022 to better align with the peer group median, with the entirety of the increase granted in performance awards, equally divided between relative total shareholder return and return on capital employed

2023 target compensation mix consistent with prior year’s target compensation mix; total target direct compensation aligned with peer group median
CEO 2023 TARGET COMPENSATION
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NEO 2023 AVERAGE TARGET COMPENSATION
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UNITED STATES STEEL CORPORATION2024 PROXY STATEMENT 5

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PROXY SUMMARYEXECUTIVE COMPENSATION
Compensation Governance Practices
The Compensation Committee, which consists solely of independent directors, has implemented the following best practices for our executive compensation program:
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 – 
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
 – 
Require recoupment of incentive awards if a restatement of our financials is required, in compliance with the NYSE’s listing standards, and allow for recoupment if an executive engages in serious misconduct in material violation of law or our Code of Ethical Business Conduct, among other circumstances, at the discretion of the Board
 – 
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
 
6 UNITED STATES STEEL CORPORATION2024 PROXY STATEMENT

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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. The Board 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 they receive a majority of the votes cast. 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 an incumbent director fails to receive a majority of the votes cast in an election that is not a contested election, the director must tender an irrevocable offer to resign from the Board, and then 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 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.
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 11–17. No nominee has a familial relationship to any other director, nominee for director or executive officer. The independence of directors and nominees and other information related to the Board of Directors is described under the heading, “Corporate Governance — Director Independence” in this proxy statement. If any nominee for whom you have voted becomes unable to serve, your proxy may be voted for another person designated by the Board.
DIRECTOR LIMITATIONS ON OTHER BOARDS
Our Corporate Governance Principles limit the total 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. In 2024, the Board waived the retirement policy for Messrs. Sutherland and Faraci, for one year, to provide for leadership continuity in light of the pending merger with NSC. 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 27, 2024, 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 — 2024 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 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 DIRECTORS2024 DIRECTOR NOMINEES
2024 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 2024
Director Nominees for a one-year term.
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Skills & Experience

Top Level Enterprise/​Corporate Leadership

High Level Financial

Human Capital Talent
Development and Labor

Technology Transformation

Risk Management
Tracy A. Atkinson
Age: 59
Director Since: 2020
Committees

Audit

Compensation & Organization
Other Public Company Boards

Citizens Financial Group

RTX Corporation (formerly Raytheon Technologies Corporation)

Affiliated Managers Group Inc.
Experience
Ms. Atkinson served as Executive Vice President of State Street Corporation, a global financial services provider, 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. She has served on the board of Citizens Financial Group since 2024, the board of RTX (formerly Raytheon Technologies Corporation) since 2014 and the board of Affiliated Managers Group since 2020. 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 DIRECTORS2024 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: 60
Director Since: 2023
Committees

Audit

Compensation & Organization
Other Public Company Boards

Stanley Black & Decker, Inc.

Endurance International Group Holdings, Inc. (2019-2021)
Experience
Ms. Ayers served as President and Chief Executive Officer of Convergys Corporation (now Concentrix Corporation), a global provider of customer experience solutions and technology, from November 2012 through October 2018, and as a director of Convergys 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. Ms. Ayers 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: 68
Director Since: 2017
Committees

Executive
Other Public Company Boards

Lockheed Martin Corporation
Experience
Mr. Burritt was appointed President and Chief Executive Officer of United States Steel Corporation in May 2017. At that time, Mr. Burritt was also named to the Company’s Board of Directors. He had been elected President and Chief Operating Officer in February 2017 with executive responsibility for all aspects of the Company’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 the Company’s strategic and financial matters. Prior to joining U. S. Steel, Mr. Burritt served as Chief Financial Officer at Caterpillar Inc. Mr. Burritt was born in St. Louis, Missouri. He earned a bachelor’s degree in accounting in 1977 from Bradley University in Peoria, Illinois. Mr. Burritt received a master’s degree in business administration from the University of Illinois in Champaign in 1990. Mr. Burritt serves on the board of directors for Lockheed Martin and the National Safety Council and serves on the Executive Committee of the worldsteel board of directors and is a member of The Business Council.
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 DIRECTORS2024 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: 53
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, and the Associate Dean for Strategic Initiatives. Ms. Davis continues to teach at the University of Michigan Law School as a Professor from Practice. She 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 finance, 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: 64
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 and previously served on the board of directors of Ampco-Pittsburgh Corporation and TimkenSteel Corporation. He is also a 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 and attended the Loyola University of Chicago MBA program.
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 DIRECTORS2024 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: 62
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., a leading provider of business-to-business distribution, logistics services and supply chain solutions, 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: 74
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 Global Corporation, a global leader in intelligent climate and energy solutions, 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, and 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 DIRECTORS2024 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: 71
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 and CEO from 2000 to 2010, and as President from 1998 to 2010. EQT is among the leading natural gas producers in the USA. Prior to joining EQT, Mr. Gerber served for 20 years with Shell Oil Company as CEO of its energy trading business, as Treasurer of the company and in other technical and management positions as a geologist. Mr. Gerber is a member of the board of trustees of the Pittsburgh Cultural Trust and Augustana College. He is also a member of the boards of BlackRock, Inc. and Halliburton Company. 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: 66
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 currently serves on the board of Lockheed Martin Corporation and MetLife, Inc. and as a trustee of Columbia University. Secretary Johnson previously served on the board of PG&E Corporation from May 2017 to March 2018. He graduated from Morehouse College, and received his law degree from Columbia Law School. Secretary Johnson has thirteen honorary degrees.
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 DIRECTORS2024 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: 62
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 also currently serves on the board of directors at ON Semiconductor Corp. and The Shyft Group, and is a Venture Partner with Fontinalis Partners. Mr. Mascarenas previously served on the board of Borg Warner Inc. from 2018 to 2022. 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: 66
Director Since: 2019
Committees

Audit

Compensation & Organization
Other Public Company Boards*

Shin Etsu Chemical Co., Ltd.

PPG Industries, Inc. (2015-2023)
Experience
Mr. McGarry is the former Executive Chairman of PPG Industries, Inc., a manufacturer and distributor of paints, coatings and specialty materials, a position he held from 2022 to 2023. 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 also currently serves on the board of Shin Etsu Chemical Co., Ltd.. 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.
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
*   Has been nominated for election to the board of directors of C. H. Robinson.
 
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PROPOSAL 1: ELECTION OF DIRECTORS2024 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: 74
Director Since: 2008
Committees

Executive
Other Public Company Boards

GATX Corporation

Imperial Oil, Ltd. (2010-2023)
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: 73
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 the 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, 2023, the Board held 16 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 13 of the incumbent directors attended the 2023 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.
 
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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 and 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 with a director resignation policy

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 GOVERNANCEKEY AREAS OF BOARD OVERSIGHT
KEY AREAS OF BOARD OVERSIGHT
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.
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.
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 waived it for Mr. Burritt.
 
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CORPORATE GOVERNANCEKEY AREAS OF BOARD OVERSIGHT
Sustainability
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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 periodically discusses and receives 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 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 2023, our directors visited our Research and Technology Center in Munhall, Pennsylvania, and several visited other facilities across our footprint, including Big River Steel and Mon Valley Works. 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; social, 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 LEADERSHIP STRUCTURE
Cybersecurity Oversight
With investors and stakeholders focused on cybersecurity risks across the globe, we are confident in the Board’s execution of its oversight of this risk, among others. Our management team works with the Board, primarily through the Audit Committee, to keep them informed and educated on cybersecurity topics, including:
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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. Mr. 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

Perform other duties as the Board may designate
 
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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, and committee and performance and effectiveness.
Results of the evaluations are discussed by the full Board, and each committee, respectively.
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 4 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 (https://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 2023:
4
7
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 2023.
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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, including determining and monitoring whether or not each director and prospective director is “independent” within the meaning of any rules and laws applicable to the Corporation;

Make recommendations to the Board concerning the appropriate size, composition and leadership 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.
Environmental
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. In addition, 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.
Social
Ensuring an inclusive work environment 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 belongs and 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 will bring us to our Best for All future. In June 2023, U. S. Steel published its second 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 2022 EEO-1 Report, is available in this report, which can be found at our ESG Data Hub on our website.
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.
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.
This page provides highlights of our sustainability efforts. For more information, please visit our ESG Data Hub on our website at https://www.ussteel.com/sustainability/esg-data-hub, where you will find the following documents among others:

ESG Report

GRI/SASB Index

DE&I Report

Climate Strategy Report

TCFD Report

Corporate Governance Principles

By-Laws

Audit Committee Charter

Compensation & Organization Committee Charter

Corporate Governance & Sustainability Charter
 
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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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CORPORATE GOVERNANCEDIRECTOR COMPENSATION
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; updated TCFD Report released in 2023

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, published in 2023
Executive Compensation
Continue to align executive compensation with company performance

Ongoing benchmarking of compensation practices to our peers
See page 41 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, matters not relevant to the functioning of the Board, or to the Corporation’s affairs, and matters not relevant to stockholders generally. All communications should be directed to: Corporate Secretary, United States Steel Corporation, 600 Grant Street, Suite 1884, Pittsburgh, PA 15219.
DIRECTOR COMPENSATION
The goal of U. S. Steel’s director compensation 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.
 
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CORPORATE GOVERNANCEDIRECTOR COMPENSATION
2023 Director Compensation
For 2023, the Board maintained the annual retainer of $300,000 after conducting a robust benchmarking review process, described below. Each committee chair received an additional $20,000 and the Board Chair received an additional $150,000 retainer. No meeting fees or committee membership fees are paid.
Compensation Review Process
The Corporate Governance & Sustainability Committee reviews director compensation on an annual basis 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 Committee uses for determining compensation for our executives, as well as for a larger general comparator group of 140 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.
Director Stock Ownership
The Director Compensation Policy also imposes 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 (as defined below), which are distributed upon leaving the Board, or one-year vesting restricted stock units. If a director does not submit a timely election, then such director will receive 55% of his or her retainer in the form of 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 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.
 
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CORPORATE GOVERNANCEDIRECTOR COMPENSATION
Director Compensation Table
The following table shows the compensation of non-employee directors in 2023:
Name
Fees Earned
or Paid in
Cash
(1)
($)
Stock
Awards
(2)(3)
($)
Other
Compensation
(4)
Total
($)
Tracy A. Atkinson
135,000
165,013
300,013
Andrea J. Ayers
0
400,016
31,220
431,236
Alicia J. Davis
112,500
192,528
22,390
327,418
Terry L. Dunlap
100,000
210,003
310,003
John J. Engel
144,000
176,035
320,035
John V. Faraci
144,000
176,059
320,059
Murry S. Gerber
144,000
176,035
320,035
Jeh C. Johnson
0
300,008
300,008
Paul A. Mascarenas
120,000
180,010
300,010
Michael H. McGarry
135,000
165,013
300,013
David S. Sutherland
0
450,025
450,025
Patricia A. Tracey
135,000
165,013
300,013
(1)
Compensation Election and Fees Paid in Cash. The amount shown represents the cash portion of the annual retainer paid to directors as described above. The directors elected to receive their 2023 annual retainer as equity-based compensation in the following amounts: Messrs. Johnson and Sutherland and Ms. Ayers  —  100%; Mr. Dunlap — 60% for the period April 2022-April 2023 and January 2023-April 2023, and 70% from May 2023-December 2023; Mr. Mascarenas  —  60%; and all other then-serving directors  —  55%. Ms. Davis, who joined the Board effective March 1, 2023, received a pro-rated retainer for March-April 2023.
(2)
Grant Date Fair Value. 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 the annual grants made on April 25, 2023 with a grant date fair value of $24.39 per unit (Ms. Ayers, who joined the Board effective January 1, 2023, and also received a prorated grant on January 4, 2023 with a grant date fair value of $24.92 per unit, and Ms. Davis, who joined the Board effective March 1, 2023, and also received a prorated grant on March 7, 2023 with a grant date fair value of $29.37 per unit). Grants are made in whole shares.
(3)
Unvested Stock Units for Non-Employee Directors. As of year-end December 31, 2023:
Name
Restricted Stock
Units
Deferred Stock
Units
Tracy A. Atkinson
0
6,767
Andrea J. Ayers
0
12,303
Alicia J. Davis
7,704
0
Terry L. Dunlap
8,612
0
John J. Engel
0
7,219
John V. Faraci
3,610
3,610
Murry S. Gerber
7,219
0
Jeh C. Johnson
0
12,303
Paul A. Mascarenas
3,691
3,691
Michael H. McGarry
0
6,767
David S. Sutherland
0
18,455
Patricia A. Tracey
6,767
0
(4)
Ms. Ayers received a matching grant of 1,000 shares on March 3, 2023, in accordance with the Non-Employee Director Stock Program, with a fair market value of $33.21 per share. Ms. Davis received a matching grant of 1,000 shares on May 3, 2023, in accordance with the Non-Employee Director Stock Program, with a fair market value of $22.39 per share.
 
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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 2023.
 
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CORPORATE GOVERNANCEDIRECTOR INDEPENDENCE
DIRECTOR INDEPENDENCE
The Board affirmatively determined that all non-employee director nominees for 2024 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 https://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 2023 compensation of our five named executive officers as described in the Compensation Discussion & Analysis and the Executive Compensation Tables.
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The Board of Directors recommends a
vote
“FOR” the resolution approving the compensation of our Named Executive Officers.
   
Pursuant to Section 14A of the Securities Exchange Act of 1934, we are seeking an advisory vote from our stockholders on the following resolution to approve the compensation of the named executive officers (“NEOs”) listed in the compensation tables of this proxy statement:
RESOLVED, that the stockholders of United States Steel Corporation approve, on an advisory basis, the compensation of the Named Executive Officers, as disclosed pursuant to Item 402 of Regulation S-K and the other compensation disclosure rules of the Securities and Exchange Commission in U. S. Steel’s proxy statement for the 2024 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 2023 Annual Meeting of Stockholders, approximately 95% 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 executive compensation tables and other relevant information in this proxy statement for additional details on our executive compensation programs and the 2023 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, 2023.
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 2023.
NAMED EXECUTIVE OFFICERS IN 2023
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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, Global Information Technology & President USSE
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Scott D. Buckiso
Senior Vice President & Chief Manufacturing Officer, North American Flat-Rolled (NAFR)
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Duane D. Holloway
Senior Vice President, General Counsel and Chief Ethics & Compliance Officer
Contents
To assist stockholders in finding important information in the Compensation Discussion and Analysis, we’re providing this highlighted page summary.
Our 2023 Performance Highlights
37
2023 Executive Compensation Program Overview
38
2023 Compensation Decisions 39
Compensation Governance Practices 40
Stockholder Feedback and Say-on-Pay Vote 41
Our Compensation Philosophy
42

2023 NEO Performance and Compensation Summaries
43
Our Compensation Process
46
Elements of Compensation
48
Compensation Policies and Other Considerations
57
Preview of 2024 Compensation Decisions
58
Executive Compensation Tables
59
 
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COMPENSATION DISCUSSION AND ANALYSISOUR 2023 PERFORMANCE HIGHLIGHTS
OUR 2023 PERFORMANCE HIGHLIGHTS
We made significant progress on our long-term strategic goals to transition to a Best for All® future in 2023. 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.
2023 was another year of strong operational, financial and strategic performance.
Financial Performance
Delivering Long-Term Value
to our Stockholders
Execution of our strategy yielded
strong financial results, driven by consistent and reliable operations.
2023 FINANCIAL PERFORMANCE
$2.139B 96%
Adjusted EBITDA Total Shareholder Return
13% 19 days
Return on Capital
Employed
Cash Conversion Cycle
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, to provide the innovative products our customers seek

Commissioned our new NGO electrical steel line. The key product that will be produced on the line, InduX™, positions U. S. Steel as a crucial supplier for the industrial and electric vehicle markets, as no electric vehicle, motor, or generator today is operational without the steel grades needed to transform electrical power into usable energy.
Employees
Fostering Performance-Based
Culture
In 2023, we continued to reward strong performance and promote inclusion and accountability with our employees.

Achieving record safety performance, with 0.04 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
0.04 Days
All-time best days away
from work (DAFW)
 
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COMPENSATION DISCUSSION AND ANALYSIS2023 EXECUTIVE COMPENSATION PROGRAM OVERVIEW
2023 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 (CCC) (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 (64% of LTIP for the CEO and 60% for the other NEOs)
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) (36% of LTIP for the CEO and 40% for the other NEOs)
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 2023 CEO target compensation.
 
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COMPENSATION DISCUSSION AND ANALYSIS2023 COMPENSATION DECISIONS
2023 COMPENSATION DECISIONS
The Compensation Committee set 2023 total target direct compensation in January 2023 in line with and after thorough review of 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 2023.
NEO
2023 Base
Salary ($)
2023
AICP
Award
(1)($)
2023
LTIP
Award
Grants
(2)($)
Total(3)
($)
Burritt
1,400,000
4,284,000
10,500,000
16,184,000
Graziano
737,500
1,504,500
2,750,000
4,992,000
Bruno
691,250
1,278,813
1,600,000
3,570,063
Buckiso
691,250
1,500,013
1,600,000
3,791,263
Holloway
691,250
1,198,628
1,600,000
3,489,878
(1)
2023 AICP Award. Reflects the cash incentive award payment based on achievement of corporate and individual performance in 2023, as more fully described on pages 43-45.
(2)
2023 LTIP Award Grants. Granted in February 2023 in the form of equity and vests over the 2023-2025 period.
(3)
Total. Does not include other amounts reported in the “All Other Compensation” column of the Summary Compensation Table or, in the case of Ms. Graziano, cash payable in 2023 as part of a new hire award made in 2022.
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.
Coming off a strong 2022, the Compensation Committee set rigorous annual performance goals for 2023 that would require a high level of performance, against a backdrop of expected market and geopolitical volatility, supply chain disruptions and inflationary pressures. The 2023 corporate annual incentive awards paid out above target for all NEOs. Results under the 2021-2023 LTIP awards were strong, with ROCE performance awards achieving maximum results (200% payout), and TSR performance awards achieving above threshold results (62.57% payout). Because the performance awards were equally divided between ROCE and TSR awards, this resulted in an overall payout of 131.29% of the 2021-2023 performance awards. For more information see “2021 Performance Awards” on page 52.
Special Compensation Actions Taken in Contemplation of a Transaction
To preserve compensation-related corporate income tax deductions for U. S. Steel that might otherwise be disallowed through the potential operation of Section 280G of the Internal Revenue Code (the “Code”) and to mitigate or eliminate the amount of excise tax that may be payable by the “disqualified individuals” (as defined in Section 280G of the Code) pursuant to Section 4999 of the Code in certain circumstances the Board of Directors or the Compensation Committee of the Board, as applicable, took steps to reduce this potential tax burden on the affected employees in contemplation of a transaction. They approved the acceleration into December 2023 of the vesting and payment of certain equity-based awards and cash-based awards that otherwise would have generally been payable to the NEOs and certain other employees in March 2024, as follows:

payment of a portion of the employee’s 2023 AICP bonus that was earned by its terms and would otherwise be payable in 2024, with the remainder eligible to be paid as regularly scheduled;

accelerated vesting and settlement of the 2021 and 2022 RSUs, subject to time-based vesting, that would otherwise have vested in 2024; and

accelerated vesting and settlement of a portion of the 2021 ROCE performance awards that were earned by their terms and would otherwise have vested in 2024, with the remainder eligible to vest in accordance with the regular vesting schedule.
In approving the accelerated vesting and payment of such awards described above, the Board of Directors or the Compensation Committee, as applicable, considered, among other things, the projected value of the corporate income tax deductions that might otherwise be lost as a result of the effect of Section 280G of the Code, the benefits to the Corporation of reducing the potential tax burden on the affected employees, and expected and actual performance as of that date of actual performance against the performance criteria.
Further information regarding compensation in connection with the Merger is available in the preliminary and definitive special meeting proxy statements relating to the proposed transaction.
 
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COMPENSATION DISCUSSION AND ANALYSISCOMPENSATION GOVERNANCE PRACTICES
CEO REALIZABLE PAY
Performance and/or stock-based compensation accounted for approximately 90% of our CEO’s target compensation in 2023. Based on our strong pay-for-performance alignment, realizable compensation for our CEO over the last three years is 221% of target value granted during the three-year period ending December 31, 2023.
Three-Year (2021 - 2023) 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
 – 
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
 – 
Require recoupment of incentive awards if a restatement of our financials is required, in compliance with the NYSE’s listing standards, and allow for recoupment if an executive engages in serious misconduct in material violation of law or our Code of Ethical Business Conduct, among other circumstances, at the discretion of the Board (absent a restatement)
 – 
Annually review risks associated with our compensation programs
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What We Don’t Do
 – 
Pay excise tax gross ups for change in control payments
 – 
Guarantee minimum payout of annual or long-term performance awards
 – 
Reprice options
 – 
Allow directors or employees to engage in hedging transactions, short sales or pledging of our common stock
 – 
Allow dividends or dividend equivalents on unearned RSUs or performance shares
 
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COMPENSATION DISCUSSION AND ANALYSISSTOCKHOLDER FEEDBACK AND SAY-ON-PAY VOTE
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 stockholder perspectives in our programs.
In each of the last five years, we received over 93% support for our executive compensation program, except in 2020 and achieved a 95% say-on-pay vote in 2023.
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, including greenhouse gas emissions reductions, of the Best for All® strategy are completed
Expanded clawback provision for executive compensation
Policy was further updated in 2023 to comply with new SEC rules
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Provide accountability for executive officers in the event of intentional or reckless serious misconduct and recover excess incentive compensation in the event of an accounting restatement
Enhanced disclosure on individual performance
[MISSING IMAGE: ic_aerrowcircle-pn.jpg]
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
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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
[MISSING IMAGE: ic_number2-pn.jpg]
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
[MISSING IMAGE: ic_number3-pn.jpg]
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
[MISSING IMAGE: ic_number4-pn.jpg]
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 2023
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 2023 based on market competitive total target compensation package.

Annual and long-term corporate performance targets for 2023 grants were decided based on, in part, market conditions at the time.
Determined after 2023 Year-end
Paid March 2024*
Annual Incentive Awards

AICP awards reported for 2023 were determined after 2023 year-end based on 2023 corporate and individual performance and were paid in March 2024.
Certified after 2023 Year-end Payouts for 2023 awards reported in March 2024*
Long-Term Incentive Awards

Performance for 2021-2023 LTIP awards was certified after 2023 year-end and vested, as applicable, in February 2024.

Interim performance criteria for 2022 and 2023 TSR and ROCE performance awards were certified in February 2024; awards do not vest until the applicable three-year performance period is complete.
*
See “Special Compensation Actions Taken in Contemplation of a Transaction” above for a description of actions taken by the Compensation Committee to accelerate the payout of certain awards in December 2023 to avoid certain adverse tax consequences in connection with our pending merger with NSC.
   
 
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COMPENSATION DISCUSSION AND ANALYSIS2023 NEO PERFORMANCE AND COMPENSATION SUMMARIES
2023 NEO PERFORMANCE AND COMPENSATION SUMMARIES
The Compensation Committee sets challenging operational and financial performance targets to motivate executives to achieve short- and long-term success. To link pay to performance, the Compensation Committee believes that most of an executive’s compensation should be paid in the form of performance- and/or stock-based compensation with a greater emphasis on variable components for the most senior executives who have greater responsibility for the performance of the business.
In addition to rigorous company performance goals, the Compensation Committee includes an assessment of individual performance in the AICP awards. The Compensation Committee assesses our NEOs on their individual performance related to safety, leadership and culture, executing our strategy, progressing on our critical success factors and overall leadership. The CEO provides input to the Compensation Committee on his performance and that of the NEOs. Base salary and target annual and long-term award opportunities are generally aligned with our peer group median. The summaries below describe the Compensation Committee’s assessment of individual performance used to determine the AICP awards for 2023 based on individual performance goals.
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DAVID B. BURRITT
President & Chief Executive Officer
2023 Compensation Decisions
Base Salary
$1,400,000
[MISSING IMAGE: pc_burritt-pn.jpg]
AICP
$4,284,000
LTIP
RSUs granted
$3,800,000
TSR performance awards granted
$3,350,000
ROCE performance awards granted
$3,350,000
Total
$16,184,000
Responsibilities
Mr. Burritt oversees U. S. Steel’s long-term strategic direction to deliver value for customers, employees and stockholders. He is responsible for the overall mission and culture at U. S. Steel, senior leadership development and succession planning, and engaging with key strategic customers, industry leaders, and policymakers.
2023 Key Individual Performance Highlights

Set the tone for dedicated commitment to the S.T.E.E.L. Principles, and oversaw the best safety and environmental performance ever, continuing improvement over U. S. Steel’s record performance year over year.

Guided the Corporation through the strategic alternative review process, culminating in the Merger Agreement with NSC and NSNA, with a purchase price of  $55.00 per share in cash, or a 142% premium to the undisturbed stock price on the day before announcement of the review process

Oversaw groundbreaking of first electrical steel line at Big River Steel (BRS), to expanding finishing capabilities and enhancing customer value proposition, and continued execution of strategic projects to enhance operating capabilities and progress on carbon emissions reduction goals

Continued engagement with customers and focus on strong operational quality and reliability performance, including setting productivity records and achieved best demonstrated performance at certain critical assets, enabling wins in strategic markets

Enhanced breadth and depth of succession planning and leadership development in C-Suite and throughout the ranks, and continued engagement with employees leveraging in-person and virtual connections
 
UNITED STATES STEEL CORPORATION2024 PROXY STATEMENT 43

TABLE OF CONTENTS
 
COMPENSATION DISCUSSION AND ANALYSIS2023 NEO PERFORMANCE AND COMPENSATION SUMMARIES
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JESSICA T. GRAZIANO
Senior Vice President & Chief Financial Officer
2023 Compensation Decisions
Base Salary
$737,500
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AICP
$1,504,500
LTIP
RSUs granted
$1,100,000
TSR performance awards granted
$825,000
ROCE performance awards granted
$825,000
Total
$4,992,000
Responsibilities
Ms. Graziano leads all aspects of U. S. Steel’s financial organization, including accounting, credit, tax, treasury, investor relations, pension investments, internal controls and internal audit administrative oversight. She also oversees the strategy, real estate group, labor relations and sales and operations planning functions.
2023 Key Individual Performance Highlights

Provided executive leadership of financial and strategic aspects of the strategic alternative review process culminating in the Merger Agreement with NSC

Led cost management initiative to streamline and optimize functional support organization

Refreshed engagement and leveling up of women’s mentoring and leadership throughout the organization
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JAMES E. BRUNO
Senior Vice President, Global Information Technology & President USSE
2023 Compensation Decisions
Base Salary
$691,250
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