Item 5.02. Departure of Directors or
Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
On October 7, 2019, Kevin P. Bradley announced
his intention to resign from his position as the Executive Vice President & Chief Financial Officer of United States Steel
Corporation (the “Corporation”), effective November 4, 2019. Mr. Bradley will remain with the Corporation until December
31, 2019 as Executive Vice President and Adviser to the CEO to provide transitional support.
In connection with Mr. Bradley’s
announcement, the Corporation and Mr. Bradley have entered into a Separation Agreement and Release (the “Agreement”).
Under the terms of the Agreement, Mr. Bradley shall generally be entitled to compensation consistent with his prior compensation
arrangements through the end of the year. Mr. Bradley will also receive payment for accrued and unused vacation time and will be
eligible to receive accrued and vested benefits under certain of the Corporation’s retirement plans.
In addition, in recognition of his
service to the Corporation and provided that Mr. Bradley does not revoke the Agreement and timely signs and does not revoke
the related General Release (as described below), (i) Mr. Bradley will receive pro-rata vesting of various outstanding
annually-granted performance awards, restricted stock unit grants, and stock option awards, calculated in each case as of the
date of his separation, (ii) the Corporation will pay Mr. Bradley $1,400,000 in a lump sum on the first regular payroll date
following the effective date of the General Release, (iii) the Corporation will pay Mr. Bradley $50,000 for additional
incidental expenses and services, and (iv) if Mr. Bradley elects to continue his healthcare coverage (including family
coverage) under the COBRA continuation provisions of the Corporation’s group health plans, the Corporation will
reimburse him for a period of up to 12 months for the cost of such coverage, so long as he is not eligible for group health
coverage provided by another employer.
Pursuant to the Agreement, Mr. Bradley
will execute a customary General Release of claims he may have against the Corporation and has agreed: (i) generally not to directly
or indirectly compete with the Corporation for a period of 12 months, (ii) to cooperate with and assist the Corporation with respect
to matters about which he has personal knowledge or which were within the purview of his job responsibilities at the Corporation
(iii) not to solicit the Corporation’s employees and other relevant agents for a two year period, (iv) not to disclose the
Corporation’s confidential information and trade secrets and (v) not to disparage the Corporation, its products, services
and relevant agents.
The foregoing summary of the Agreement
does not purport to be complete and is qualified in its entirety by reference to the Agreement, a copy of which will be filed with
the Corporation’s Form 10-K for the year ended December 31, 2019.
Christine S. Breves, age 63, will assume
responsibilities of the principal financial officer, as Senior Vice President & Chief Financial Officer effective November
4, 2019. She currently serves as the Corporation’s Senior Vice President, Manufacturing Support & Chief Supply Chain
Officer. Ms. Breves joined the Corporation in 2013 as Vice President and Chief Procurement Officer and progressed through roles
of increasing responsibility before being named to her current role.
Ms. Breves has no direct or indirect material
interest in any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K, and Ms. Breves has no familial
relationships with executives or directors of the Corporation.
The Compensation & Organization Committee
of the Board of Directors of the Corporation approved the following compensation package for Ms. Breves, generally effective November
4, 2019:
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Ms.
Breves’ base salary will be increased from $580,000 to $650,000;
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Ms.
Breves’ annual target award under the Corporation’s annual incentive compensation plan will increase from 80% of base
salary to 100% of base salary;
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Ms.
Breves’ target annual grant under the Corporation’s long-term incentive plan will increase from $1,250,000 to $2,000,000;
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Ms. Breves also continues to participate
in certain benefit plans typically available to executive officers. A description of compensation plans and benefits can be found
in the Corporation’s proxy statement filed on Schedule 14A with the Securities and Exchange Commission on March 15, 2019.
These plans are also listed as exhibits to the Annual Report on Form 10-K filed with the Commission on February 15, 2019.
Additionally, on October 8, 2019, the Corporation
announced a new organizational structure. Under the new structure Scott D. Buckiso, currently serving as Senior Vice President
– Automotive Solutions, will become Senior Vice President, Chief Manufacturing Officer North American Flat-Rolled. Douglas
R. Matthews, currently serving as Senior Vice President – Industrial, Service Centers and Mining & Tubular, will become
Senior Vice President, Chief Commercial & Technology Officer. The new organizational structure will be effective on January
1, 2020.