Proxy Statement (definitive) (def 14a)

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CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

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. )


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DEAR FELLOW U. S. STEEL STOCKHOLDERS:

On behalf of the Board of Directors, thank you for your investment in U. S. Steel and the trust you have placed in us to oversee your interests in our corporation. 2019 was a turning point year for U. S. Steel. We made significant progress to advance our strategy of becoming a "best of both" world competitive company. We maintained focus on executing this strategy even as market conditions turned against us. Thanks to the engagement, dedication and hard work of our employees, we remain focused on improving our business by investing in new technologies, our assets and our people.

But, this year we did more than take steps to improve our business – we took actions to fundamentally change our business model so we are better positioned to respond to market conditions that are outside our control. We remain steadfast in our commitment to deliver high quality products and service to our customers and to deliver long-term value to our stockholders by pursuing the right corporate strategy, prudent risk management, effective corporate governance, and attracting and retaining high-performing talent.

The Board of Directors is constructively engaged with management in our overall strategy, business priorities and opportunities to create long-term stockholder value. This past year we welcomed John Faraci and Michael McGarry to our Board – both bring diverse professional expertise that aligns with our corporate strategy and business needs. The Board is also pleased to recommend Jeh Johnson's nomination this year to add expertise in risk management, cybersecurity oversight and public policy.

Executing our "Best of Both" Strategy to Build a World Competitive Company

U. S. Steel is uniquely positioning itself to deliver superior products to our customers by uniting the most advantageous elements of the integrated and mini mill steel making technologies. We took many steps forward in our "best of both" strategy, but none more important than the announcement of a $1.5 billion investment in advanced endless casting and rolling technology at our Mon Valley Works and our minority investment in Big River Steel, which operates the most advanced mini mill and first LEED certified steel mill in North America. Successful execution of these two actions (including ultimately acquiring full ownership of Big River Steel), along with our previously announced investments to upgrade our Gary Works hot strip mill, will establish U. S. Steel as an industry leader in sustainable steel solutions. We are purposeful and deliberate on our path to make the investments needed to become the best customer-focused steel company.

Dedication to Safety and Environmental Stewardship

Over the past year, we continued our outstanding safety performance and built on our best in class safety program. Last year we significantly outperformed all peer industry benchmarks, including the Bureau of Labor Statistics and the American Iron and Steel Institute, and set a company record for best Days Away From Work performance. We will remain vigilant to continue the outstanding progress we see in our safety record.

We made significant environmental improvements in 2019. As a demonstration of our commitment to environmental stewardship, we announced a target to reduce greenhouse gas emissions intensity by 20% by 2030 compared to a 2018 baseline. This bold goal aligns with our strategy to focus more technology investments on sustainable development and sets us apart as a leader in the steel industry.

Investing in our Workforce and Communities

We are making progress in our continued efforts to facilitate a more inclusive and diverse culture. In 2019 we announced a series of enhanced and industry-leading inclusive employee benefits as part of our pursuit to be a workplace of choice for talented employees. The Human Rights Campaign® Corporate Equality Index recognized these efforts and awarded U. S. Steel a perfect "100" rating for the first time in company history. We believe our business thrives when we are engaged and involved in the communities where we make steel. This year we intensified this effort, including entering into a partnership with the NFL's Pittsburgh Steelers to bring STEM education resources to local schools surrounding our Mon Valley Works. We know that commitment to our employees and the communities where we live and work is essential to strengthen one of our greatest strategic assets – our people.

Your Vote Matters

I 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. Your support is important to the future of our corporation. In closing, thank you for your interest in U. S. Steel. As we look toward the future, we know that the actions we are taking now will make U. S. Steel better for our many stakeholders, including our customers, suppliers, employees, communities and all of you, our stockholders. Our commitment to creating real, sustainable value for you is as strong as the products we make every day. Now let's get back to work – safely building a more secure future for all our stakeholders.


		Sincerely, David B. Burritt

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

NOTICE OF 2020 ANNUAL MEETING OF STOCKHOLDERS

When: Tuesday, April 28, 2020, 8:00 a.m. Eastern Time

Where: U. S. Steel Tower, 600 Grant Street, 16^th Floor, Pittsburgh, PA 15219


		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 an advisory vote regarding the approval of compensation paid to certain executive officers


		Proposal 3: To ratify the appointment of PricewaterhouseCoopers LLP as the Corporation's independent public registered accounting firm


		Proposal 4: To approve the Amended and Restated 2016 Omnibus Incentive Compensation Plan, which is being amended to request additional shares

Important Notice Regarding the Availability of Proxy Materials for the 2020 Annual Meeting of Stockholders to be held on Tuesday, April 28, 2020: our Proxy Statement and 2019 Annual Report are available free of charge on our website at ussteel.com/investors/ reports-filings or www.proxyvote.com.

How to Vote: Your Vote Matters





ONLINE		BY MAIL
Visit www.proxyvote.com and use the control number that appears on your proxy card when you access the webpage.		Complete and sign the proxy card and return it in the enclosed postage pre-paid envelope.


TELEPHONE		IN PERSON
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 control number that appears on your proxy.		You may attend the annual meeting in person and vote by ballot. Admission to the Annual Meeting will be limited to persons who are listed on United States Steel Corporation's records as stockholders or have proof of beneficial ownership as of March 2, 2020 (the "record date").

This proxy statement is provided in connection with a solicitation of proxies by the Board of Directors of United States Steel Corporation (the "Board") to be used at the Annual Meeting of Stockholders to be held on Tuesday, April 28, 2020 at 8:00 a.m., Eastern Time, and at any adjournment or postponement thereof (the "Annual Meeting"). This proxy statement is first being provided to our stockholders on or about March 13, 2020.

Your vote is important and you are encouraged to vote promptly whether or not you plan to attend the 2020 Annual Meeting of Stockholders.

BY ORDER OF THE BOARD OF DIRECTORS

Duane D. Holloway
Senior Vice President, General Counsel, Chief Ethics &
Compliance Officer and Corporate Secretary
March 13, 2020

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PROXY STATEMENT TABLE OF CONTENTS


PROXY SUMMARY						ii

PROPOSAL 1: ELECTION OF DIRECTORS						1

CORPORATE GOVERNANCE						10

U. S. STEEL'S SUSTAINABILITY FRAMEWORK						18

DIRECTOR COMPENSATION						20

COMMUNICATIONS FROM STOCKHOLDERS AND INTERESTED PARTIES						21

POLICY WITH RESPECT TO RELATED PERSON TRANSACTIONS						21

PROPOSAL 2: ADVISORY VOTE ON EXECUTIVE COMPENSATION						23

COMPENSATION & ORGANIZATION COMMITTEE REPORT						23

COMPENSATION DISCUSSION AND ANALYSIS						24

EXECUTIVE COMPENSATION TABLES						45

POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL						53

CEO PAY RATIO						61

PROPOSAL 3: RATIFICATION OF THE APPOINTMENT OF PRICEWATERHOUSECOOPERS LLP AS INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM						62


AUDIT FEES						63

AUDIT COMMITTEE REPORT						63

PROPOSAL 4: APPROVAL OF AMENDED AND RESTATED 2016 OMNIBUS INCENTIVE COMPENSATION PLAN						64

STOCK OWNERSHIP OF DIRECTORS AND EXECUTIVE OFFICERS						71

DELINQUENT SECTION 16(A) REPORTS						72

CERTAIN LEGAL MATTERS						72

STOCK OWNERSHIP OF CERTAIN BENEFICIAL OWNERS						72

QUESTIONS AND ANSWERS ABOUT THE ANNUAL MEETING AND VOTING						73

APPENDIX A – USE OF NON-GAAP FINANCIAL MEASURES						A-1

APPENDIX B – DEFINITIONS OF COMPENSATION METRICS						B-1

APPENDIX C – AMENDED AND RESTATED 2016 OMNIBUS INCENTIVE COMPENSATION PLAN						C-1

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

This document contains information that may constitute "forward-looking statements" within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. We intend the forward-looking statements to be covered by the safe harbor provisions for forward-looking statements in those sections. Generally, we have identified such forward-looking statements by using the words "believe," "expect," "intend," "estimate," "anticipate," "project," "target," "forecast," "aim," "should," "will" and similar expressions or by using future dates in connection with any discussion of, among other things, operating performance, trends, events or developments that we expect or anticipate will occur in the future, statements relating to volume changes, share of sales and earnings per share changes, and statements expressing general views about future operating results. However, the absence of these words or similar expressions does not mean that a statement is not forward-looking. Forward-looking statements are not historical facts, but instead represent only the Corporation's beliefs regarding future events, many of which, by their nature, are inherently uncertain and outside of the Corporation's control. It is possible that the Corporation's actual results and financial condition may differ, possibly materially, from the anticipated results and financial condition indicated in these forward-looking statements. Management believes that these forward-looking statements are reasonable as of the time made. However, caution should be taken not to place undue reliance on any such forward-looking statements because such statements speak only as of the date when made. Our Corporation undertakes no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law. In addition, forward-looking statements are subject to certain risks and uncertainties that could cause actual results to differ materially from our Corporation's historical experience and our present expectations or projections. These risks and uncertainties include, but are not limited to the risks and uncertainties described in "Item 1A. Risk Factors" in our Annual Report on Form 10-K for the year ended December 31, 2019, and those described from time to time in our future reports filed with the Securities and Exchange Commission. References to "we," "us," "our," the "Corporation," and "U. S. Steel," refer to United States Steel Corporation and its consolidated subsidiaries.

United States Steel Corporation | 2020 Proxy Statement | i

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PROXY SUMMARY

ABOUT U. S. STEEL


United States Steel Corporation is an integrated steel producer of flat-rolled and tubular products with major production operations in the United States and Europe. U. S. Steel has annual raw steel production capability of 22.0 million net tons, and supplies customers throughout the world.
Flat-rolled				Operations: Manufacturer of flat rolled steel products with vertically integrated iron ore and coke production.
				End Markets: Automotive, appliances, containers, construction, electrical, packaging, industrial equipment, service centers, and converters

Tubular				Operations: Manufacturer of welded and seamless tubular products, as well as premium and semi-premium connections. Products include Oil Country Tubular Goods (OCTG) and line pipe.
				End Markets: Energy markets and construction

Europe				Operations: Manufacturer of flat rolled steel products with vertically integrated coke production.
				End Markets: Automotive, appliances, electrical, packaging, containers, construction, service centers and conversion

EXECUTING OUR STRATEGY TO CREATE LONG-TERM STOCKHOLDER VALUE

Our strategy is to create long-term stockholder value by pursuing a business model that is resilient to market volatility and is profitable through the business cycle. We have defined this approach as our "best of both" model, which combines the capability advantages of integrated mills with the flexibility and cost benefits of mini mills.

•: Competitive assets with distinct advantages deploying fit for purpose processes
•: Long-term cash flow generation through higher earnings and lower sustaining capex
•: Variable cost structure that drives through cycle cash generation

We took significant steps in 2019 to execute on this strategic vision and transform our business model. In 2019, we announced a series of cornerstone investments that form the foundation of our "best of both" strategy, including:

•

Announcing a $1.5 billion investment in our Mon Valley Works facility to build a world class endless casting and rolling line

•

Completing the acquisition of a minority ownership interest in Big River Steel, North America's first LEED certified mini mill, with an option to purchase the remaining ownership interests within four years

•

Restarting the construction of an electric arc furnace at our Fairfield Works facility, which will enable efficient self-production of rounds for our seamless tubular products

•

Investment of nearly $500 million in the hot strip mill at our Gary Works facility to position it as a competitively advantaged asset that delivers better customer value

•

Began investment in a new dynamo line for our European operations that will enable production of sophisticated silicon grades of non-grain oriented electrical steels to support increased demand in vehicles and generators

These investments build on the important revitalization efforts that we began in 2017 and, once complete, will significantly improve our operating performance and transform our ability to be flexible, efficient and profitable even in the face of market headwinds. These investments establish a new foundation to drive future profitable growth and ultimately will center our business around three core market-leading, differentiated and technologically advanced North American Flat-rolled assets. Our future footprint will provide our customers with the sustainable state-of-the-art steel solutions they need to solve their most challenging problems. From light weighting our vehicles to protecting our sources of energy, we are truly transforming the capabilities we have to enhance how and what we sell to our customers.

ii | United States Steel Corporation | 2020 Proxy Statement

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PROXY SUMMARY

2019 PERFORMANCE AT A GLANCE

The continued focus of our executive team and employees on our long-term strategic goals of transforming our business by investing in advanced technology, optimizing our balance sheet to support our strategy, enhancing operating efficiency and reliability, and ensuring we have a talented and diverse workforce to lead and execute our business plans, was evidenced by many achievements in 2019, and we strive for greater achievement in the year ahead.


Record Setting Safety Performance	➢	All-time best days away from work (DAFW) safety performance
		o OSHA DAFW rate of 0.10, which is seven times better than the industry average reported by the U.S. Bureau of Labor Statistics (BLS)
		o U. S. Steel's Tubular Operations and U. S. Steel Košice each completed the year with zero DAFW cases
	➢	Improved Total OSHA Recordable injury rate, which was nearly three times better than the BLS industry average of 2.7
	➢	Best contractor DAFW safety performance since 2009 (when measurement began)
	➢	Longest fatality-free streak since measurement began
Executing Against our Strategic Priorities	➢	Acquired 49.9% ownership stake in Big River Steel, the world's first LEED certified mini mill, for approximately $700 million
	➢	Announced $1.5 billion investment to construct a new endless casting and rolling line at lowest cost mill to increase capability for our customers
	➢	Achieved project milestones for construction of electric arc furnace at our Tubular facility, expected to be completed in 2020
	➢	Announced new organizational structure focused on commercial, technological and manufacturing excellence to better support customers
	➢	Increased market share in high-margin strategic markets
	➢	Improved quality and delivery performance to customers
	➢	Successfully raised approximately $1.1 billion in incremental capital and ended the year with liquidity of approximately $2.3 billion, including $749 million of cash to support execution of our "best of both" strategy
Delivering Long-Term Value to our Stockholders	➢	Achieved the best cash conversion cycle time among our peers, demonstrating focus on cash efficiency
	➢	Achieved adjusted EBITDA of $711 million in the face of an approximately 35% decline in steel prices over the course of the year and other market headwinds
	➢	Returned nearly $100 million to our stockholders through dividends and stock repurchases
Demonstrating our Commitment to Environmental Stewardship	➢	Announced a plan to reduce greenhouse gas emissions intensity by 20% by 2030, compared to a 2018 baseline, in a manner directly aligned with our corporate strategy
Investing in our People and our Community	➢	Announced enhanced industry-leading inclusive benefits package
	➢	Achieved perfect "100" score by the Human Rights Campaign® Corporate Equality Index and named to Forbes 2000 World's Best Employers
	➢	Reinvigorated community engagement fund and employee resources groups
	➢	Implemented enhanced professional development throughout the organization

United States Steel Corporation | 2020 Proxy Statement | iii

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PROXY SUMMARY

OVERVIEW OF VOTING MATTERS

Stockholders are being asked to vote on the following matters at the 2020 Annual Meeting of Stockholders:

Board Recommendation


Proposal 1. Election of Directors (page 1)				FOR each Nominee

Proposal 2. Advisory Vote on the Compensation of Named Executive Officers (page 23)				FOR

Proposal 3. Ratification of the Appointment of PricewaterhouseCoopers LLP as Independent Registered Public Accounting Firm (page 62)				FOR

Proposal 4. Approval of the Amended and Restated 2016 Omnibus Incentive Compensation Plan (page 64)				FOR

ELECTION OF DIRECTORS (PAGE 1)

The Board is composed of a diverse mix of highly experienced individuals who oversee the Corporation's strategy and business performance. The Board recommends a vote FOR each of the thirteen nominees listed below. All of the nominees, other than Mr. Johnson, are currently serving as directors.


Director Nominee	Age	Director Since	U. S. Steel Committees*	Other Public Company Boards

David B. Burritt President and CEO, United States Steel Corporation	64	2017	• Executive	1

Patricia Diaz Dennis Ret. SVP & Assistant General Counsel, AT&T	73	2015	• Compensation & Organization • Corporate Governance & Sustainability	2

Dan O. Dinges Chairman, President and CEO, Cabot Oil & Gas Corporation	66	2010	• Compensation & Organization (Chair)	1

John J. Engel	58	2011	• Compensation & Organization	1
Chairman, President and CEO, WESCO International, Inc.			• Corporate Governance & Sustainability

John V. Faraci	70	2019	• Audit	3
Ret. Chairman and CEO, International Paper Co.			• Compensation & Organization

Murry S. Gerber Ret. Chairman and CEO, EQT Corporation	67	2012	• Audit (Chair)	2

Stephen J. Girsky Managing Partner, VectoIQ	57	2016	• Corporate Governance & Sustainability (Chair)	2

Jeh C. Johnson	62	—		1
Partner, Paul, Weiss, Rifkind, Wharton & Garrison LLP

Paul A. Mascarenas	58	2016	• Audit	3
Ret. Chief Technical Officer, Ford Motor Company			• Corporate Governance & Sustainability

Michael H. McGarry	62	2019	• Audit	1
Chairman & CEO, PPG Industries			• Compensation & Organization

Eugene B. Sperling	61	2017	• Audit	0
President, Sperling Economic Strategies			• Corporate Governance & Sustainability

David S. Sutherland(Chairman of the Board)	70	2008	• Executive	2
Ret. President and CEO, IPSCO, Inc.

Patricia A. Tracey Ret. VP, Homeland Security and Defense Services, HP Enterprise Services	69	2007	• Audit • Corporate Governance & Sustainability	0

* as of March 10, 2020

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PROXY SUMMARY

SNAPSHOT OF 2020 DIRECTOR NOMINEES

Our Director nominees possess skills and experience 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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PROXY SUMMARY

CORPORATE GOVERNANCE (PAGE 10)

The Corporation is committed to good corporate governance, which promotes the long-term interests of stockholders, strengthens Board and management accountability, and helps build public trust in the Corporation. Our governance highlights include:

✓: Annual election of directors

✓: 12 of our 13 director nominees are independent, including the Chairman of the Board

✓: Independent Audit, Compensation & Organization, and Corporate Governance & Sustainability committees

✓: Regular executive sessions of independent directors

✓: Robust risk oversight by full Board and committees

✓: Annual Board and committee self-evaluations

✓: Executive compensation driven by pay-for-performance philosophy

✓: Active Board refreshment approach to ensure Board composition aligns with corporate strategy

✓: Proxy access right in line with market standards

✓: Stock ownership and holding guidelines for directors and executives

✓: A robust Code of Ethical Business Conduct that is based on the Corporation's S.T.E.E.L. Principles

✓: Annual stockholder engagement

✓: Best in class compliance commitment

✓: Regular review of CEO and senior management succession planning

✓: Ability of our Board and its committees, at their sole discretion, to hire independent advisors, including counsel, at the Corporation's expense

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PROXY SUMMARY

EXECUTIVE COMPENSATION (PAGE 24)

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 the Corporation's 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, most of the executive 2019 target compensation was awarded in equity, a significant portion of our CEO's compensation is "at risk," and total target compensation is aligned at a level competitive with our peer group.

2019 CEO Compensation Decisions and Results

•: Majority of CEO target compensation is performance-based and "at risk"
•: 2019 target compensation mix consistent with prior year's target compensation mix; total target direct compensation aligned with peer group median
•: Below target annual incentive and long-term incentive payouts correlate with performance against rigorous goals

Compensation Governance Practices

The Compensation & Organization Committee (the "Compensation Committee"), which consists solely of independent directors, has implemented the following best practices with respect to executive compensation:



		WHAT WE DO						WHAT WE DON'T DO
		• Consider results of "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 • Utilize an independent compensation consultant • Require significant stock ownership of executive officers • Utilize a market based approach (competitive within our peer group) for determining NEO target pay levels • Require a "double trigger" for change in control severance • Provide for clawback of incentive awards if our financial statements are restated • Annually review risks associated with our compensation programs						• 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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Proposal 1: Election of Directors

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. All of the nominees, other than Mr. Johnson, are presently members of the Board of Directors. Mr. Johnson's nomination was recommended by an incumbent director. Mr. McGarry was elected to the Board of Directors in July 2019 by the Board to fill a vacancy. The Board is recommending that all thirteen nominees be elected.

Except in the case of contested elections, each director nominee is elected if a majority of the votes are cast for that director's election. The term "a majority of the votes cast" means that the number of votes cast "for" a director's election exceeds the number of votes cast "against" the director's election, with abstentions and broker non-votes not counted as votes cast either "for" or "against" the director's election. A "contested election" is one in which the number of nominees exceeds the number of directors to be elected at the meeting.

If a nominee who is currently serving as a director is not re-elected, Delaware law provides that 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. Under our by-laws, in order for any incumbent director to become a nominee for election by the stockholders as a director, that director must tender an irrevocable offer to resign from the Board of Directors, contingent upon acceptance of such offer of resignation by the Board of Directors, if the director fails to receive a majority of the votes cast in an election that is not a contested election. If an incumbent director fails to receive a majority of the votes cast in an election that is not a contested election, the Corporate Governance & Sustainability Committee, or such other independent committee designated by the Board of Directors, must make a recommendation to the Board of Directors as to whether to accept or reject the offer of resignation of the incumbent director, or to take other action.

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

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

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.

As provided in its charter, the Corporate Governance & Sustainability Committee seeks candidates with experience and abilities relevant to serving as a director of the Corporation and who will represent the best interests of stockholders as a whole, and not any specific interest group or constituency.

The Corporate Governance & Sustainability Committee, with input from the Chairman of the Board 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. 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 the Corporation's 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. Though the Board does not have a formal policy regarding the consideration of diversity in identifying nominees for director, directors should be selected so that the Board represents diverse experience at various policy making and executive levels in business, government, education and in industries that are relevant to the Corporation's business

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Proposal 1: Election of Directors

operations. The Board considers the term "diversity" to include differences of viewpoint, professional experience, education, skill and other individual qualities and attributes that contribute to Board heterogeneity.

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: accounting, compensation, finance, government relations, legal, management, risk oversight and strategic planning.

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 such 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 Corporate Governance & Sustainability Committee reviews the qualifications of each director nominee, including currently serving Board members, and reports its findings to the Board. On February 25, 2020, the Corporate Governance & Sustainability Committee determined that each director nominee satisfied the director qualification standards and advised the Board that each of the director nominees listed under "Proposal 1: Election of Directors" was qualified to serve on the Board.

Stockholder Recommendations

The Corporate Governance & Sustainability Committee will consider director nominees recommended by stockholders. Notice of such recommendation should 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 1500, Pittsburgh, PA 15219. The recommendation must include: (i) the candidate's name, address, occupation and share ownership; (ii) any other biographical information that will enable the Corporate Governance & Sustainability Committee to evaluate the candidate in light of the criteria described above; and (iii) information concerning any relationship between the candidate and the stockholder making the recommendation. The recommendation must also identify the writer as a stockholder of the Corporation and provide sufficient detail for the Corporate Governance & Sustainability Committee to consider the recommended individual's qualifications. The Corporate Governance & Sustainability Committee will evaluate the qualifications of candidates recommended by stockholders using the same criteria as used for other Board candidates.

Under the collective bargaining agreement with the United Steelworkers (the "USW"), the USW has the ability to recommend up to two individuals to be considered for Board membership. The agreement recognizes that every director has a fiduciary duty to the Corporation and all of its stockholders, and that each individual recommended by the USW must meet the criteria described above.

Director Nominees

For purposes of the upcoming annual meeting, the Corporate Governance & Sustainability Committee has recommended the election of each nominee as a director. Each nominee has informed the Board that he or she is willing to serve as a director. If any nominee should decline or become unable or unavailable to serve as a director for any reason, your proxy authorizes the persons named in the proxy to vote for a replacement nominee, if the Board names one, as such persons determine in their best judgment.

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.

The following is a brief description of the age, principal occupation, position and business experience, including other public company directorships, for at least the past five years, and major affiliations of each of the nominees. Each nominee's biographical information includes a description of the director's experience, qualifications, attributes and skills that qualify him or her to serve on the Board.

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Proposal 1: Election of Directors

The Board of Directors recommends a vote
"FOR" the election of each of the following 2020 Director Nominees for a one-year term:



Age: 64 Director Since: 2017 Committees: • Executive Skills & Experience • Senior Leadership Experience • Strategic and Operational Oversight • High Level Financial Expertise • International • Steel, Manufacturing and Related Industry		David B. Burritt Mr. Burritt has served as president and chief executive officer of United States Steel Corporation since May 2017. At that time, Mr. Burritt was also named to the Corporation's Board of Directors. He had been elected president and chief operating officer in February 2017 with executive responsibility for all aspects of the Corporation's day-to-day business in the United States and Central Europe. Mr. Burritt joined U. S. Steel in September 2013 to serve as executive vice president and chief financial officer with responsibility for all aspects of the Corporation's strategic and financial matters. In January 2015, he added executive leadership of U. S. Steel's North American Flat-rolled commercial entities and corporate support services. Prior to joining U. S. Steel, Mr. Burritt, served as chief financial officer at Caterpillar Inc. Mr. Burritt is a member of The Business Council, the National Safety Council, and the Allegheny Conference on Community Development. Qualifications for Board membership: As the Chief Executive Officer, Mr. Burritt is responsible for all of the business and corporate affairs of U. S. Steel. He provides broad insight with over four decades of experience in the understanding of complex strategic, financial and operational matters. As the only employee-director on the Board, Mr. Burritt is able to provide the Board with an "insider's view" of what is happening in all facets of the Corporation. He shares not only his vision for the Corporation, but also his hands-on experience as a result of his daily management of the Corporation and regular communication with employees, customers and stockholders. Other Public Company Boards: Lockheed Martin Corporation


Age: 73 Director Since: 2015 Committees: • Compensation & Organization • Corporate Governance & Sustainability Skills & Experience • Senior Leadership Experience • Strategic and Operational Oversight • Human Capital Talent Development • International • Legal, Regulatory or Public Policy		Patricia Diaz Dennis Ms. Dennis served as Senior Vice President and Assistant General Counsel of AT&T from 2004 to 2008, after serving in a variety of executive positions with SBC Communications, Inc., which later became AT&T, including General Counsel and Secretary of SBC West from May 2002 until August 2004. She has held three Senate-confirmed federal government appointments. President Ronald Reagan named her to the National Labor Relations Board in 1983 and appointed her a commissioner of the Federal Communications Commission three years later. After becoming partner and head of the communications section of Jones, Day, Reavis & Pogue, Ms. Dennis returned to public service in 1992 when President George H. W. Bush appointed her Assistant Secretary of State for Human Rights and Humanitarian Affairs. Ms. Dennis previously served on the board of Massachusetts Mutual Life Insurance Company. She also is a trustee of the NHP Foundation and chair of the World Affairs Council of San Antonio Board of Trustees. Qualifications for Board membership: Ms. Dennis' legal expertise and federal government public service contribute to her skills in the areas of risk management, compliance, internal controls, employment, legislative and administrative issues. Additionally, her National Labor Relations Board experience brings significant union relations insight and expertise to the Board. Ms. Dennis' prior experience on the board of directors of a large insurance firm also demonstrates her experience with complex financial and operational issues. Ms. Dennis' appointments to three federal government positions provide her with unique insight with respect to regulatory and public policy matters, which strengthen the Board's collective knowledge, capabilities and experience. Other Public Company Boards: Entravision Communications Corporation, Amalgamated Bank

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Proposal 1: Election of Directors



Age: 66 Director Since: 2010 Committees: • Compensation & Organization (Chair) Skills & Experience • Senior Leadership Experience • Strategic and Operational Oversight • Human Capital Talent Development • High Level Financial Expertise • Steel, Manufacturing and Related Industry		Dan O. Dinges Mr. Dinges serves as Chairman, President and Chief Executive Officer of Cabot Oil & Gas Corporation, and has over 35 years of executive management experience in the oil and gas exploration and production business. In September 2001, Mr. Dinges joined Cabot Oil & Gas Corporation as its President and Chief Operating Officer, and assumed his current position as Chairman, President and Chief Executive Officer in May 2002. Mr. Dinges serves on the board of directors of the American Petroleum Institute, Spitzer Industries, Inc., the American Exploration & Production Council, Houston Methodist Hospital Research Institute, Boy Scouts of America, and Palmer Drug Abuse Program. Mr. Dinges previously served on the board of directors of Lone Star Technologies, Inc. Qualifications for Board membership: Mr. Dinges has substantive experience in managing and overseeing strategic and operational matters as a result of his service as Chairman, President and Chief Executive Officer of Cabot Oil & Gas Corporation. Mr. Dinges also possesses knowledge of and insight into the steel industry through his prior service as a director of Lone Star Technologies, Inc., which the Corporation acquired in 2007. In addition, he provides the Board with an insightful perspective regarding the energy industry which is an important supplier to, and customer of, the Corporation. Other Public Company Boards: Cabot Oil & Gas Corporation


Age: 58 Director Since: 2011 Committees: • Compensation & Organization • Corporate Governance & Sustainability Skills & Experience • Senior Leadership Experience • Strategic and Operational Oversight • Human Capital Talent Development • High Level Financial Expertise • Innovation / Technology		John J. Engel Mr. Engel has served as Chairman, President and Chief Executive Officer of WESCO International, Inc. since 2011. Previously, at WESCO International, Inc., Mr. Engel served as President and Chief Executive Officer from 2009 to 2011, and Senior Vice President and Chief Operating Officer from 2004 to 2009. Before joining WESCO in 2004, Mr. Engel served as Senior Vice President and General Manager of Gateway, Inc.; Executive Vice President and Senior Vice President of Perkin Elmer, Inc.; and Vice President and General Manager of Allied Signal, Inc. Mr. Engel also held various engineering, manufacturing and general management positions at General Electric Company. Mr. Engel is a member of the Business Roundtable and the Business Council and is a member of the board of directors of the National Association of Manufacturers. Qualifications for Board membership: As a result of his service as Chairman, President and Chief Executive Officer of WESCO International, Inc. and working in a diverse range of industries, Mr. Engel has skills and valuable experience managing the significant operational and financial issues that the Corporation is likely to face. Further, Mr. Engel's demonstrated business acumen, strategic planning and risk oversight experience makes him a valued member of our Board. Other Public Company Boards: WESCO International, Inc.

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Proposal 1: Election of Directors



Age: 70 Director Since: 2019 Committees: • Audit • Compensation & Organization Skills & Experience • Senior Leadership Experience • Strategic and Operational Oversight • High Level Financial Expertise • International • Steel, Manufacturing and Related Industry		John V. Faraci 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. Mr. Faraci serves on the board of the National Fish and Wildlife Foundation, on the Board of Trustees of Denison University, as a member of the Royal Bank of Canada Advisory Board, as a trustee of the American Enterprise Institute, and as a member of the Council on Foreign Relations. Qualifications for Board membership: Mr. Faraci's career at International Paper provided him with extensive executive experience managing and overseeing strategic, operational and financial matters for a large, complex enterprise. Mr. Faraci's service on the boards of directors of Fortune 100 companies also demonstrates his knowledge of complex financial and operational issues, all of which strengthen the Board's collective knowledge, capabilities and experience. Other Public Company Boards: ConocoPhillips, PPG Industries, Inc., United Technologies Corporation


Age: 67 Director Since: 2012 Committees: • Audit (Chair) Skills & Experience • Senior Leadership Experience • Strategic and Operational Oversight • Human Capital Talent Development • High Level Financial Expertise • Innovation / Technology		Murry S. Gerber Mr. Gerber served as Executive Chairman of EQT Corporation, an integrated energy production company from 2010 until May 2011, and as its Chairman and Chief Executive Officer from 2000 to 2010. He served as President of EQT Corporation from June 1998 through February 2007. Qualifications for Board membership: Mr. Gerber has valuable experience in overseeing various managerial, financial and operational issues that face a publicly held company as a result of his service as Chairman and Chief Executive Officer of EQT Corporation. Mr. Gerber also provides the Board with knowledge and insight regarding the energy industry, an important supplier to, and customer of, the Corporation. Mr. Gerber's experience on the boards of directors of publicly held companies demonstrates his knowledge of complex strategic financial and operations matters. Other Public Company Boards: Blackrock, Inc., Halliburton Company

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Proposal 1: Election of Directors



Age: 57 Director Since: 2016 Committees: • Corporate Governance & Sustainability (Chair) Skills & Experience • Senior Leadership Experience • Strategic and Operational Oversight • International • High Level Financial Expertise • Innovation / Technology		Stephen J. Girsky Mr. Girsky is Managing Partner of VectoIQ, an independent advisory firm based in New York, where he applies more than 30 years of experience working with senior corporate and board executives, labor leaders, OEM leaders, suppliers and dealers, and national and local policy makers. Mr. Girsky served in a number of capacities at General Motors from November 2009 until July 2014, including GM Vice Chairman, having responsibility for global corporate strategy, new business development, global product planning and program management, global connected consumer/OnStar, and GM Ventures LLC, Global Research & Development and Global Purchasing and Supply Chain. Mr. Girsky served as Chairman of the Adam Opel AG Supervisory Board and was President of GM Europe. Mr. Girsky is a director at Valens Semiconductor Ltd. He served on the General Motors Board of Directors following its emergence from bankruptcy in June 2009 until June 2016. He also served as the lead director of Dana Holdings Corp. from 2008 to 2009. Mr. Girsky has also served as president of Centerbridge Industrial Partners, an affiliate of Centerbridge Partners, LP, and a multibillion-dollar investment fund. Prior to Centerbridge, he was a special advisor to the CEO and CFO of General Motors Corporation from August 2005 to June 2006. Qualifications for Board membership: Mr. Girsky's career at GM provided him with extensive experience in global corporate strategy, product development, program management, research and development and business leadership. Mr. Girsky also brings to the Board expertise related to the automotive industry, finance, market and risk analysis, and labor relations which add valuable insight and perspective to Board deliberations and in the oversight of the Corporation's operations. Mr. Girsky's service on the board of directors of a Fortune 100 company also demonstrates his knowledge of complex financial and operational issues, all of which strengthen the Board's collective knowledge, capabilities and experience. Other Public Company Boards: Brookfield Business Partners, VectoIQ Acquisition Corp.


Age: 62 Director Since: — Skills & Experience • Senior Leadership Experience • Strategic and Operational Oversight • Human Capital Talent Development • Innovation / Technology • Legal, Regulatory or Public Policy		Jeh C. Johnson Mr. Johnson has been a partner at the international law firm of Paul, Weiss, Rifkind, Wharton & Garrison LLP since January 2017. Previously, Mr. 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 1989 to 1991. Prior to and between his periods of public service, he was in private practice at Paul, Weiss, Rifkind, Wharton & Garrison LLP. Mr. Johnson previously served on the board of directors of PG&E Corporation from May 2017 to March 2018. Qualifications for Board membership: Mr. Johnson's extensive experience in legal and government roles contribute skills in the areas of risk management, cybersecurity oversight and public policy. His leadership of a large, complex agency and service on the board of directors of a large corporation bring significant expertise to the Board regarding organizational management and complex operational, financial and strategic matters. That experience, along with his long record of demonstrated executive leadership and integrity, provide valued insight and perspective to Board deliberations and oversight of the Corporation's operations. Other Public Company Boards: Lockheed Martin Corporation

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Proposal 1: Election of Directors



Age: 58 Director Since: 2016 Committees: • Audit • Corporate Governance & Sustainability Skills & Experience • Senior Leadership Experience • Strategic and Operational Oversight • International • High Level Financial Expertise • Innovation / Technology		Paul A. Mascarenas 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, overseeing the development and implementation of the company's technology strategy and plans. Mr. Mascarenas is a fellow of the Institution of Mechanical Engineers, and a fellow of the Society of Automotive Engineers. He served as general chairperson for the 2010 SAE World Congress and Convergence and has served on the FISITA board since 2012. Mr. Mascarenas is a Venture Partner with Fontinalis Partners. In 2015, he was awarded an Order of the British Empire (OBE) by Her Majesty, Queen Elizabeth II, for his services to the automotive industry. Qualifications for Board membership: Mr. Mascarenas' long career at Ford provided him with extensive experience in product development, program management and business leadership, as well as experience working in an international forum. Mr. Mascarenas also brings to the Board insight and expertise related to the automotive industry. This experience, along with Mr. Mascarenas' record of demonstrated executive leadership, enables him to provide valued insight and perspective to Board deliberations and in the oversight of the Corporation's operations. Mr. Mascarenas' service on the board of directors of a Fortune 1000 semiconductors supplier company also demonstrates his knowledge of complex financial and operational issues, all of which strengthen the Board's collective knowledge, capabilities and experience. Other Public Company Boards: ON Semiconductor Corp., Spartan Motors, Borg Warner Inc.


Age: 62 Director Since: 2019 Committees: • Audit • Compensation & Organization Skills & Experience • Senior Leadership Experience • Strategic and Operational Oversight • High Level Financial Expertise • Human Capital Talent Development • International		Michael H. McGarry Mr. McGarry is the Chairman and Chief Executive Officer of PPG Industries, Inc. Mr. McGarry has been an employee of PPG for over 35 years and has served in executive level positions at PPG since 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 and joined PPG's Board of Directors in July 2015. He became President and Chief Executive Officer on September 1, 2015 and Chairman and Chief Executive Officer on September 1, 2016. Qualifications for Board membership: Mr. McGarry's role as a chief executive of a large, complex, manufacturing enterprise provide him with extensive experience in global manufacturing and logistics, operational issues, and business leadership. His leadership of a large international corporation also enables him to provide valuable insight to Board deliberations in the oversight of the Corporation's transformational strategy, operations and people, all of which strengthen the Board's collective knowledge capabilities and experience. Other Public Company Boards: PPG Industries, Inc.

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Proposal 1: Election of Directors



Age: 61 Director Since: 2017 Committees: • Audit • Corporate Governance & Sustainability Skills & Experience • Senior Leadership Experience • International • High Level Financial Expertise • Innovation / Technology • Legal, Regulatory or Public Policy		Eugene B. Sperling Mr. Sperling currently heads Sperling Economic Strategies, which advises various companies, start-ups, philanthropies and foundations, and is a contributing editor for The Atlantic. Mr. Sperling served as Director of the National Economic Council (NEC) and Assistant to the President for Economic Policy in the White House under President Clinton from 1997 to 2001 and under President Obama from 2011 to 2014, the first individual to hold both positions under two presidents. As NEC Director, he coordinated economic policy development among the economic cabinet members. While serving in this role, he was influential in fiscal negotiations, passage of the payroll and low-income tax cuts, the Small Business Jobs Act and formation of the American Jobs Act. He spearheaded the Manufacturing Innovation Hubs initiative and the renewal of the Advanced Manufacturing Partnership. Mr. Sperling was co-chair of the first White House Manufacturing Council and helped launch the Select USA initiative. Mr. Sperling also served as counselor to Treasury Secretary Timothy Geithner at the U.S. Department of the Treasury and as a member of the President's Auto Task Force. He was the founder and director, from 2002 to 2008, of the Center for Universal Education, which specializes in education for girls and boys in developing and conflict-impacted nations. Mr. Sperling currently serves on the board of directors of Ripple Labs. Qualifications for Board membership: Stemming from his vast experience in government, Mr. Sperling brings to the Board valuable experience in public policy, economic policy, government affairs, and governance. He also provides the Board with knowledge and insight regarding the economy, market and risk analysis, manufacturing and innovation, the automotive industry, and labor relations, which add valuable insight and perspective to Board deliberations. Other Public Company Boards: None


Age: 70 Director Since: 2008 Committees: • Executive Skills & Experience • Senior Leadership Experience • Strategic and Operational Oversight • High Level Financial Expertise • Human Capital Talent Development • Steel, Manufacturing and Related Industry		David S. Sutherland(Chairman of the Board) Mr. Sutherland 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 as President and Chief Executive Officer. Mr. Sutherland became the independent Chairman of the Board of U. S. Steel on January 1, 2014. Mr. Sutherland is a former chairman of the American Iron and Steel Institute and served as a member of the boards of directors of IPSCO, Inc., the Steel Manufacturers Association, the International Iron and Steel Institute, the Canadian Steel Producers Association and the National Association of Manufacturers. Qualifications for Board membership: By virtue of his diverse background and experience, Mr. Sutherland has an extraordinarily broad and deep knowledge of the steel industry. As a former Chief Executive Officer, Mr. Sutherland understands the issues facing executive management of a major corporation. His prior experiences enable him to provide the Board with valuable insights on a broad range of business, social and governance issues that are relevant to large corporations. Other Public Company Boards: GATX Corporation, Imperial Oil, Ltd.

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Proposal 1: Election of Directors

Age: 69
Director Since: 2007

Committees:

•

Audit

•

Corporate Governance & Sustainability

Skills & Experience

•

Senior Leadership Experience

•

Strategic and Operational Oversight

•

Human Capital Talent Development

•

Innovation / Technology

•

Legal, Regulatory or Public Policy

Patricia A. Tracey

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 took a position as a Client Industry Executive for business development and performance improvement with Electronic Data System Corporation in 2006. Hewlett PackardCo. acquired Electronic Data Systems Corporation in August 2008. Vice Admiral Tracey left her position as Vice President, Homeland Security and Defense Services with HP Enterprise Services in October 2016. She currently consults with Perspecta, Inc. She also serves on the board of trustees of Norwich University and the Board of Directors of Armed Forces Benefits Association.

Qualifications for Board membership:
Vice Admiral Tracey gained significant senior executive leadership experience over a 34-year career in the U.S. military, including a three star assignment as the equivalent of chief executive officer of a $5B global enterprise responsible for industrial operations in support of live warfighting training. She brings deep experience in government affairs, planning and executing large scale organization and workforce transformation strategies, occupational safety and environmental compliance, and governance. She brings insight regarding information technology and cybersecurity gained from overseeing implementation of advanced solutions for Department of Defense and Homeland Security agencies.

Other Public Company Boards: None

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Corporate Governance

CORPORATE GOVERNANCE

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

GOVERNANCE PRACTICES

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 the Corporation, 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, but are not limited to:

•: 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 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 telephonic meetings, actions by written consent and other communications with management as appropriate. U. S. Steel expects directors to attend all meetings of the Board and the Board committees upon which they serve, and all annual meetings of the Corporation's stockholders. During the fiscal year ended December 31, 2019, the Board held eight meetings and numerous interim conference calls. All of the directors attended in excess of 75% of the meetings of the Board and the committees on which they served. All but one of the incumbent directors attended the 2019 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 the Corporation's governance policies and practices, which are responsive to stockholder feedback. These principles are outlined in our Corporate Governance Principles, which, in conjunction with our certificate of incorporation, by-laws, Board committee charters and related policies, form the framework for the effective governance of the Corporation.

The full text of the Corporate Governance Principles, by-laws, the charters for each of the Board committees, and the Corporation's Code of Ethical Business Conduct are available on the Corporation's website, www.ussteel.com. 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 1500
Pittsburgh, PA 15219

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Corporate Governance

Corporate Governance At A Glance



		Leadership Structure				• Our Chairman is independent. He interacts closely with our Chief Executive Officer • The independent Board members elect our Chairman annually. Among other duties, our Chairman leads executive sessions of the independent directors to discuss certain matters without management present

		Board Composition				• Currently, the Board has fixed the number of directors at 13 • The Board regularly assesses its performance through Board and committee self-evaluations

		Board Independence				• 12 out of 13 of our nominees are independent • Our CEO is the only management director

		Board Committees				• We have four Board committees – Executive, Audit, Corporate Governance & Sustainability, and Compensation & Organization • With the exception of the Executive Committee (our Chairman and CEO serve on this committee), 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 – and must hold these shares during their entire tenure on the Board

		Risk Oversight				• Our full Board is responsible for risk oversight, and has designated committees to have particular oversight of certain key risks • Our Board oversees management as management fulfills its responsibilities for the assessment and mitigation of risks and for taking appropriate risks

		Accountability to Stockholders				• We use majority voting in uncontested director elections • We have annual election 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 reach out to our stockholders through our engagement program • Stockholders can contact our Board, our Chairman or management by regular mail

BOARD LEADERSHIP STRUCTURE

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

If the Chairman of the Board is not independent, the independent directors will elect from among themselves a Lead Director. The Chairman (or Lead Director) is elected annually by the Board. If the Chairman of the Board is independent, the Chairman's duties also include the duties of the Lead Director. The duties of the Lead Director are as follows:

•: chair executive sessions of the non-employee directors;
•: serve as a liaison between the Chief Executive Officer and the independent directors;
•: approve Board meeting agendas and, in consultation with the Chief Executive Officer 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 the Corporation's stockholders;
•: call meetings of the independent directors when necessary and appropriate; and
•: perform other duties as the Board may from time to time designate.

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Corporate Governance

BOARD'S ROLE IN RISK OVERSIGHT

The Board of Directors is responsible for the oversight of the assessment and management of risks impacting the Corporation. The Board oversees the Corporation's enterprise-wide risk management approach. The Board relies on its standing committees to oversee specific risks related to that committee's functions.

The Board, as a whole, considers risk assessment and risk management. The Board annually reviews the Corporation's strategic plan which includes a review of risks related to: safety, environmental, operating and competitive matters; political, and regulatory issues; employee and labor issues; and financial results and projections. Although the Audit Committee has primary responsibility for overseeing risk management, each of our other Board committees also considers the risks within its specific areas of responsibility. Each committee regularly reports to the full Board on its respective activities, including, when appropriate, those activities related to risk assessment and risk management oversight.

The Audit Committee is responsible for reviewing and discussing the Corporation's policies with respect to the assessment of risks and risk management, including the following:

•: the guidelines and policies that govern the process by which the assessment and management of the Corporation's exposure to risk are handled by senior management; and
•: the Corporation's major risk exposures and the steps management has taken to monitor and control such exposures.

The Corporation's Internal Audit group provides regular reports to the Audit Committee on the results of various internal audit projects and provides recommendations for the enhancement of operational functions in order to reduce certain risks.

The Chief Risk Officer is responsible for the Corporation's financial and business risk management, including the assessment, analysis and monitoring of business risk and opportunities and the identification of strategies for managing risk. The Chief Risk Officer provides regular reports to the Audit Committee on these matters.

The Corporation believes that its leadership structure, as described above, supports the Board's role in risk oversight.

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Corporate Governance

BOARD OVERSIGHT OF STRATEGY

A primary responsibility of our Board is oversight of our business strategy. At each regular Board meeting throughout the year, our Board reviews our strategy, operating plans, and overall financial performance, and progress on each, and provides significant guidance and feedback. In addition, at least one multi-day meeting each year is dedicated to focus on our long-term strategic planning. The Board also devotes significant time to reviewing our capital allocation 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 and generate strong returns. The primary goal of our capital allocation strategy is to create long-term stockholder value driven by three priorities for cash:

•: investing in new technologies and innovation to achieve our "best of both" strategy;
•: reinvesting in our current assets to advance operational excellence to deliver high-quality products and service to our customers; and
•: maintaining our balance sheet priorities that are supportive of the Corporation's strategic objectives.

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 business units, and to assess areas for improvement or potential risk.

BOARD OVERSIGHT OF SUCCESSION PLANNING

Our Board and management consider succession planning and professional development to be an integral part of the Corporation's long-term strategy. The Board and management have a robust, well-developed succession planning process that not only develops internal leadership candidates, but also considers external leadership candidates for top executive roles. The Board and the Compensation Committee are responsible for monitoring our management succession and leadership development plans. Our Corporate Governance Principles require all executive officers to retire at age 65. The Compensation Committee may, in its discretion, waive that requirement, and did waive it for Mr. Burritt and Ms. Breves. At least twice annually, 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.

BOARD OVERSIGHT OF HUMAN CAPITAL MANAGEMENT

Moving up the talent curve is a critical success factor to achieving to the Corporation's strategy. Because it believes that the Corporation will only be able to successfully execute on its strategic priorities with the full engagement of a talented workforce, the Board and its committees oversee human capital management. The Board receives periodic reports on the results of employee engagement or inclusion surveys, the collective bargaining process and relationship between management and the United Steelworkers, relevant workforce metrics, including related to inclusion and diversity, talent development, and pay equity analysis and hiring practices. The Board also believes that visits to facilities enable it to judge the Corporation's culture first-hand. Within the past year, directors have visited the Corporation's Mon Valley Works and Granite City Works facilities. These experiences enable the Board to judge whether the Corporation is adopting business practices that create the engaged and stable workforce needed to achieve its long-term strategy.

BOARD EVALUATION PROCESS

Each year, the Board conducts annual self-evaluations to determine whether it and its committees are functioning effectively and whether its governing documents continue to remain appropriate. Our Board's self-evaluation is facilitated by a wide range of questions related to topics including operations, composition of the Board, responsibilities, governing documents and resources. The Board evaluation also includes an assessment of whether the Board (i) has the appropriate mix of skills, experience and other characteristics, including those described earlier, and (ii) is made up of a sufficiently diverse group of people. The process is designed and overseen by the Corporate Governance & Sustainability Committee, and the results of the evaluations are discussed by the full Board. Additionally, the Chairman of the Board conducts individual interviews with each director to discuss Board, committee and director performance and effectiveness. In 2018, the Board enhanced its typical evaluation process by engaging in a robust review of the effectiveness of the Board, conducted by an independent advisor. Each standing committee, other than the Executive Committee, annually reviews its own performance and reports the results and any recommendations to the Board.

BOARD REFRESHMENT

Our Board maintains a robust process in which the members focus on identifying, considering and evaluating 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 the

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Corporate Governance

Corporation and reflecting sufficient diversity to ensure its membership consists of individuals with a variety of backgrounds, skills, experience and attributes. Among other things, the members aim to strike a balance between the knowledge that comes from longer-term service on the Board with the fresh insights that can come from adding new members to the Board. The Board has been undergoing a deliberate refreshment effort over the past several years to add important skills, experience and diversity, to oversee our corporate strategy. In the last four years, five highly qualified independent directors have joined our Board. The following shows our board refreshment process:

INDEPENDENCE

All non-employee director nominees are independent within the definitions of independence of both the New York Stock Exchange ("NYSE") listing standards and the U.S. Securities and Exchange Commission ("SEC") standards for Audit Committee members: The Corporation has incorporated the NYSE and SEC independence standards into its own categorical standards for independence. The Board has affirmatively determined that none of the directors or nominees for director, other than Mr. Burritt, has a material relationship with the Corporation. The Board made such determination based on all relevant facts and circumstances.

In making its determination of director independence, the Board of Directors considered the fact that U. S. Steel purchased certain goods and services from WESCO International, Inc. ("WESCO") in 2019. Mr. Engel is the Chairman, President and Chief Executive Officer of WESCO. The Board determined that Mr. Engel did not have a direct or indirect material interest in these transactions and that the transactions were undertaken in the ordinary course of business. In addition, the value of materials purchased by U. S. Steel in 2019 was less than 2% of WESCO's annual gross revenues. As a result, the Board concluded that these transactions would not affect Mr. Engel's independence.

Additionally, the Board considered the fact that U. S. Steel indirectly sold products to Cabot Oil & Gas Corporation ("Cabot") in 2019. Mr. Dinges is the Chairman, President and Chief Executive Officer of Cabot. The Board determined that Mr. Dinges did not have a direct or indirect material interest in these transactions and that the transactions were undertaken in the ordinary course of business, and that the products sold by U. S. Steel were less than 2% of Cabot's annual gross revenues. Accordingly, the Board concluded that these transactions would not affect Mr. Dinges' independence.

The Board considered the fact that U. S. Steel purchased products from PPG Industries, Inc. ("PPG") in 2019. Mr. McGarry is the Chairman and Chief Executive Officer of PPG. The Board determined that Mr. McGarry did not have a direct or indirect interest in these transactions and that the transactions were undertaken in the ordinary course of business, and that the

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Corporate Governance

products purchased were less that 2% of PPG's annual gross revenues. Accordingly, the Board concluded that these transactions would not affect Mr. McGarry's independence.

The Board affirmatively determined that each member of the Audit Committee: (i) did not accept directly or indirectly any consulting, advisory, or other compensatory fee from the Corporation or any of its subsidiaries, (ii) was not an affiliated person of the Corporation or any of its subsidiaries, and therefore (iii) satisfied the NYSE's enhanced independence standards for audit committee members. The Board also determined that: (i) 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, and (ii) each member of the Compensation Committee therefore satisfies the independence requirements of NYSE listing standards.

DIRECTOR RETIREMENT POLICY

Our Corporate Governance Principles require any non-employee director to retire at the first annual meeting of stockholders after he or she reaches the age of 74. However, the Board may grant exceptions to this policy on a case-by-case basis. Each employee director must retire from the Board when he or she ceases to be an executive officer of the Corporation, except that the Chief Executive Officer may remain on the Board after retirement as an employee, at the Board's request, through the last day of the month in which he or she turns 70. Our Corporate Governance Principles also provide that directors who undergo a significant change in their business or professional careers shall volunteer to resign from the Board.

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. The Board has three principal committees, each of which is comprised exclusively of independent directors: (i) the Audit Committee; (ii) the Compensation & Organization Committee; and (iii) the Corporate Governance & Sustainability Committee.

Each of the principal committees has a written charter adopted by the Board, which is available on the Corporation's website (www.ussteel.com). The committee charters are regularly reviewed and updated to incorporate best practices and prevailing governance trends. The Board also has an Executive Committee that acts on, and reports to the Board on, routine or delegated matters that arise between Board meetings. Each principal committee is required to have at least three members, each of whom is considered independent. Each of the principal 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 (as of March 10, 2020):

Director	Audit Committee	Compensation & Organization Committee	Corporate Governance & Sustainability Committee



David B. Burritt

Patricia Diaz Dennis

Dan O. Dinges

John J. Engel

John V. Faraci

Murry S. Gerber

Stephen J. Girsky

Jeh C. Johnson**

Paul A. Mascarenas

Michael H. McGarry

Eugene B. Sperling

David S. Sutherland*

Patricia A. Tracey

TOTAL MEETINGS HELD IN 2019:	7	7	5

= Committee Chair.

*Chairman of the Board.

** If elected as a director, the Board intends to appoint Mr. Johnson to the Audit and Corporate Governance & Sustainability committees.

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Audit Committee

Pursuant to its charter, the Audit Committee's duties and responsibilities include:

•: reviewing and discussing with management and the independent registered public accounting firm matters related to the annual audited financial statements, quarterly financial statements, earnings press releases and the accounting principles and policies applied;
•: reviewing and discussing with management and the independent registered public accounting firm matters related to the Corporation's internal controls over financial reporting;
•: reviewing the responsibilities, staffing and performance of the Corporation's internal audit function;
•: reviewing issues that arise with respect to the Corporation's compliance with legal or regulatory requirements and corporate policies dealing with business conduct;
•: being directly responsible for the appointment (subject to stockholder ratification), compensation, retention, and oversight of the work of the Corporation's independent registered public accounting firm, while possessing the sole authority to approve all audit engagement fees and terms as well as all non-audit engagements with such firm; and
•: discussing policies with respect to risk assessment and risk management.

The charter also requires the Audit Committee to be comprised of at least three directors, each of whom is financially literate, and at least one of whom is an "audit committee financial expert." Under the charter, no director who serves on the audit committees of more than two other public companies may serve on the Audit Committee, unless the Board determines that such simultaneous service will not impair the ability of such director to effectively serve on the Audit Committee. No member of the Audit Committee serves on the audit committees of more than two other publicly traded companies. The Board has determined that John V. Faraci, Murry S. Gerber, the committee's chairman, and Michael H. McGarry meet the SEC's definition of audit committee financial expert. John J. Engel, who served on the Audit Committee until March 10, 2020, also meets the SEC's definition of audit committee financial expert.

Compensation & Organization Committee

The primary responsibilities of the Compensation & Organization Committee include:

•: determining and approving, with the Board, the CEO's compensation based on the evaluation of the CEO's performance;
•: determining and approving, with input from the CEO, the compensation of the Corporation's executive officers;
•: reviewing the Corporation's executive management succession plans annually with the Board;
•: assessing whether the Corporation's compensation policies and practices are reasonably likely to create a risk that could have a material adverse effect on the Corporation; and
•: considering the most recent stockholder advisory vote on executive compensation.

The Compensation Committee has retained Pay Governance, LLC as its executive compensation consultant. A representative of the consultant attended all in-person meetings of the Compensation Committee in 2019.

During 2019, Pay Governance performed the following specific services:

•: provided presentations on executive compensation trends, and best practices and recent developments;
•: advised on compensation program design;
•: prepared competitive assessments by position for each element of compensation and for compensation in the aggregate for our executives; and
•: reviewed the peer groups used for benchmarking compensation and measuring performance for purposes of the relative TSR Performance Awards.

The consultant provided no services to management during 2019. The Compensation Committee has assessed the independence of the consultant pursuant to the NYSE listing standards and SEC rules and concluded that no conflict of interest exists that would prevent the consultant from serving as an independent consultant to the Compensation Committee.

Committee agendas are established in consultation with management, the Compensation Committee chair and the compensation consultant. The Compensation Committee meets in executive session without management for a portion of each regular meeting.

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Corporate Governance

Corporate Governance & Sustainability Committee

The Corporate Governance & Sustainability Committee serves as the Corporation's governance and nominating committee. Pursuant to its charter, the duties and responsibilities of this committee include:

•: Identifying, evaluating and recommending nominees for director;
•: making recommendations to the Board concerning the appropriate size and composition of the Board and its committees;
•: making recommendations to the Board concerning the compensation of non-employee directors;
•: recommending to the Board a set of corporate governance principles applicable to the Corporation, reviewing such principles annually and recommending appropriate changes to the Board;
•: reviewing matters and discussing risk relating to legislative, regulatory and public policy issues affecting the Corporation's businesses and operations;
•: reviewing public policy issues likely to be of interest to various stakeholders of the Corporation, including employee health and safety, environmental, energy and trade matters;
•: reviewing and approving codes of conduct applicable to the Corporation's employees and directors; and
•: reviewing the Corporation's environmental stewardship and sustainability performance, and its practices for consistency with the values of good corporate citizenship.

The Corporate Governance & Sustainability Committee's charter gives the committee the sole authority to retain and terminate any search firm to be used to identify director candidates, including sole authority to approve the search firm's fees and other retention terms.

COMMITMENT TO STOCKHOLDER ENGAGEMENT

The Board, as well as management, prioritizes constructive communication with our stockholders to learn about their views regarding the Corporation and our governance and compensation practices. Our CEO, CFO and Investor Relations team regularly communicate with our buy-side investors and the investment community generally 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. We believe the strong support we've received for our proposals, including director elections and say-on-pay, over the last few years demonstrates our ability to decisively take action to incorporate our stockholders' perspectives in our programs.

In 2019, we contacted stockholders representing approximately 42% of our outstanding shares and held meetings with six investors. The topics covered included business strategy, sustainability, human capital management, the pay-for-performance alignment of our executive compensation program, and board composition and oversight. Our stockholders provided constructive feedback and were supportive of our current governance, sustainability and compensation practices.

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Sustainability

U. S. STEEL'S SUSTAINABILITY FRAMEWORK

U. S. Steel is an integrated steel producer of high-quality, value added steel products that serve as the building blocks of a sustainable future. With differentiated products and a goal of low impact manufacturing, we are doing our part to realize a low carbon economy. U. S. Steel is empowering its people to innovate new solutions that manufacture products with a low carbon footprint, all the while decreasing the impact on human health and the environment. Outside of the organization, U. S. Steel is engaging the community and working with local leaders to develop a better neighborhood for the communities where we operate. Our sustainability program is integrated into every part of our business and directly aligned to our "best of both" strategy and is overseen by our Corporate Governance & Sustainability Committee of the Board of Directors.

Health and Safety

•: In 2019 we achieved industry leading and record-setting safety performance and have seen a 40% improvement in Days Away from Work rate since 2017
•: We have experienced zero work-related employee or contractor fatalities since 2017
•: We have built strong safety partnerships with the United Steelworkers
•: We employ medical and emergency response professionals at most of our operating facilities
•: We established a Management Safety Academy and conduct Annual Safety Awareness to ensure our workers are trained on best safety practices
•: We provide First Aid and CPR training for our employees
•: Our Employee Assistance Program is a free, confidential service available to employees and provides resources to help maintain emotional well-being

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Sustainability

Talent Management

•: Our CEO is a signatory to the CEO in Action Commitment to diversity and inclusion™
•: In 2019, we held the first unconscious bias training for employees at our Pittsburgh facilities
•: We provide employee resources groups to support our employees who are, or care about issues related to people who are, women, veterans, minorities, people with disabilities, or LGBTQ
•: We enhanced benefits for our employees, including expanded parental leave, adoption assistance, infertility assistance, dependent care flexible spending account match, domestic partner coverage, and gender reassignment procedure coverage
•: Our diversity council is comprised of our highest level executives to ensure that the importance of inclusion and diversity starts from the tone at the top
•: We provide various training academies to develop our employees in leadership, technical skills and customer service
•: The majority of our non-represented employees have a formal development plan

Corporate Governance

•: The Corporate Governance & Sustainability Committee of the Board of Directors oversees the Corporation's governance and sustainability strategy and regularly reports to the Board on our progress
•: Our Board is composed of a majority of independent directors, including our Chairman
•: We engage regularly with our stockholders
•: Our Code of Ethical Business Conduct, based on our S.T.E.E.L. Principles, forms the foundation for our business practices, and is certified annually by all directors and non-represented employees
•: Our Supplier Code of Conduct outlines the shared values we expect our business partners to exhibit, including human rights and working conditions

Community Engagement

•: We've partnered with the NFL's Pittsburgh Steelers to provide STEM education resources to local schools
•: Our Sons & Daughters Scholarship program provides college funding for children of our employees
•: We contribute financially and with employee service hours to the American Red Cross, local food banks, the Salvation Army, the Urban League, among other organizations

Protection of the Environment

•: In 2019 we announced our plan to achieve a 20% reduction in greenhouse gas (GHG) emissions intensity by 2030, compared to a 2018 baseline, that is directly aligned to our corporate strategy
•: We are a signatory to the 2018 worldsteel Sustainable Development Charter
•: We recycled approximately 3.7 million tons of scrap, approximately 4.5 million tons of blast furnace slag, and 0.6 million tons of steel slag, in 2019
•: We reused blast furnace and coke oven gas to avoid consuming natural gas and other fuels

Innovation

•: We are partnering with leading universities to explore carbon steelmaking technologies which emit less greenhouse gas
•: We're developing high-strength, highly formable sheet steels to provide our automotive customers with a cost-effective, lightweight material option to help meet the 2025 Corporate Average Fuel Economy (CAFE) standards
•: We are advancing steel alloy design and premium thread connections for our Tubular customers to support energy independence for the United States with ever more efficient oil and gas wells

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Director Compensation

DIRECTOR COMPENSATION

Our Corporate Governance Principles provide that each non-employee director shall be paid compensation as the Board may determine from time to time. Directors who are employees of U. S. Steel receive no compensation for their service on the Board. The objective of U. S. Steel's director compensation programs is to enable the Corporation to attract and retain as directors individuals of substantial accomplishment with demonstrated leadership capabilities. In order to align the interests of directors with the interests of stockholders, our non-employee directors participate in the Deferred Compensation Program for Non-Employee Directors and the Non-Employee Director Stock Program, each of which is described below.

2019 Director Compensation

For 2019, the Board set the annual compensation after following a robust benchmarking review process, described below. No meeting fees or committee membership fees are paid.

Deferred Compensation Program

Under our Deferred Compensation Program for Non-Employee Directors, each non-employee director is required to defer a minimum of 55% of his or her retainer in the form of Common Stock Units and may elect to defer up to 100%. A Common Stock Unit is what 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 Common Stock Units he or she has. When a director leaves the Board, he or she receives actual shares of common stock corresponding to the number of Common Stock Units in his or her account. The ongoing value of each Common 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 Common 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. The Board and management believe that such deferral, by continually building each director's equity interest in the Corporation, provides a meaningful continued interest in the Corporation that is tied to the stockholders' interest because the stock issued upon a director's departure from the Board reflects all changes in the market value of U. S. Steel common stock from the date of deferral.

Non-Employee Director Stock Program

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

Compensation Review Process

The Corporate Governance & Sustainability Committee reviews director compensation on an annual basis.

Annually, Pay Governance, an independent compensation consultant, presents a benchmarking report on director compensation for the same comparator group of companies the Compensation & Organization Committee uses for determining compensation for our executives, as well as for a larger general comparator group of 151 companies in a similar revenue range as the Corporation. 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.

For 2019, the committee recommended, and the Board approved, an increase in the annual director compensation retainer to $265,000, and set the additional fee for the Chairman of the Board at $100,000 (a reduction from 2018), in order to better align the compensation level with the median of both comparator groups. No increase was made to the additional amounts paid to committee chairs.

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Communications from Stockholders and Interested Parties

The following table sets forth the compensation of non-employee directors in 2019:


DIRECTOR COMPENSATION

Name	Fees Earned or Paid in Cash(1) ($)	Stock Awards(2) ($)	All Other Compensation(3) ($)	Total ($)

Patricia Diaz Dennis	120,000	145,000	0	265,000

Dan O. Dinges	129,057	155,943	0	285,000

John J. Engel	120,000	145,000	0	265,000

John V. Faraci	80,000	96,667	11,870	188,537

Murry S. Gerber	129,057	155,943	0	285,000

Stephen J. Girsky	120,000	145,000	0	265,000

Paul A. Mascarenas	60,000	205,000	0	265,000

Michael H. McGarry	50,000	60,417	13,070	123,487

Eugene B. Sperling	120,000	145,000	0	265,000

David S. Sutherland	0	365,000	0	365,000

Patricia A. Tracey	129,057	155,943	0	285,000

(1): The amount shown represents the cash portion of the 2019 annual retainer paid to directors.
(2): The amount shown represents the aggregate grant date fair value, computed in accordance with Financial Accounting Standards Board Accounting Standards Codification Topic 718 (ASC 718), as described in the Corporation's financial statements for the year ended December 31, 2019 included in the Corporation's annual report on Form 10-K for 2019. All of the 2019 stock awards represent Common Stock Units under the Deferred Compensation Program for Non-Employee Directors.
(3): Represents 1,000 shares awarded to Mr. Faraci under the Non-Employee Director Stock Program and 1,000 shares awarded to Mr. McGarry under the Non-Employee Director Stock Program.

COMMUNICATIONS FROM STOCKHOLDERS AND INTERESTED PARTIES

Stockholders and interested parties may send communications through the Secretary of the Corporation to the: (1) Board, (2) Committee Chairs, (3) Chairman of the Board, or (4) outside directors as a group. The Secretary will collect, organize and forward to the directors all communications that are appropriate for consideration by the directors. Examples of communications that would not be considered appropriate for consideration by the directors include solicitations for products or services, employment matters, and matters not relevant to stockholders generally, to the functioning of the Board, or to the affairs of the Corporation. The Secretary of the Corporation may be contacted at: Corporate Secretary, United States Steel Corporation, 600 Grant Street, Suite 1500, Pittsburgh, PA 15219.

POLICY WITH RESPECT TO RELATED PERSON TRANSACTIONS

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: (i) 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; (ii) any person who is the beneficial owner of more than 5% of any class of the Corporation's voting securities; and (iii) any immediate family member of any person described in (i) or (ii). 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: (a) the benefits to the Corporation of the transaction; (b) the terms and conditions of the transaction and whether such terms and conditions are comparable to the terms available to an unrelated third party or to employees generally; and (c) 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: (i) transactions involving compensation to directors and executive officers of the type that is required to be reported in the Corporation's proxy statement; (ii) indebtedness for ordinary business travel and expense payments; (iii) 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; (iv) 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

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Communications from Stockholders and Interested Parties

of that class of equity securities receive the same benefit on a pro rata basis; (v) transactions where the rates or charges involved are determined by competitive bid; (vi) 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 (vii) 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 2019.

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Proposal 2: ADVISORY VOTE ON EXECUTIVE COMPENSATION

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

RESOLVED, that the stockholders of United States Steel Corporation (the "Corporation") approve, on an advisory basis, the compensation of the Named Executive Officers, as disclosed pursuant to the compensation disclosure rules of the Securities and Exchange Commission in the Corporation's proxy statement for the 2020 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.

Advisory Vote Discussion

At the 2019 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 positive support we have received over the past several years for our compensation program and recognition of our responsiveness to stockholders.

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

•: Aligns the interests of U. S. Steel executives with our stockholders;
•: Provides market-aligned pay opportunities that attract, reward and retain key talent needed to drive outstanding corporate performance and create long-term stockholder value; and
•: Reflects the input received from stockholders on our executive compensation program through our robust engagement program.

In considering this advisory vote, we encourage you to read the Compensation Discussion and Analysis, the compensation tables and other relevant information in this proxy statement for additional details on our executive compensation programs and the 2019 compensation paid to our named executive officers.

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, 2019.


		Dan O. Dinges, Chairman		Stephen J. Girsky
		Patricia Diaz Dennis		Paul A. Mascarenas
		John V. Faraci		Michael H. McGarry

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Compensation Discussion and Analysis

COMPENSATION DISCUSSION AND ANALYSIS

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, the principal financial officer, and the next three most highly compensated executive officers of U. S. Steel in 2019.

Named Executive Officers in 2019



David B. Burritt	Christine S. Breves	Douglas R. Matthews
President & Chief Executive Officer	Senior Vice President & Chief Financial Officer	Senior Vice President – Chief Commercial & Technology Officer, Tubular & Mining Solutions


Duane D. Holloway	James E. Bruno	Kevin P. Bradley*
Senior Vice President, General Counsel, Chief Ethics & Compliance Officer and Corporate Secretary	Senior Vice President – European Solutions & President, USSK	Former Executive Vice President & Chief Financial Officer

*: Mr. Bradley resigned as Chief Financial Officer effective as of November 4, 2019, and served as Executive Vice President & Senior Advisor to the CEO until December 31, 2019. Ms. Breves previously served as Senior Vice President — Manufacturing Support & Chief Supply Chain Officer until November 4, 2019 when she was appointed to her current role as Chief Financial Officer.


Our Compensation Program is Designed Around Four Guiding Principles:

Compensation Principle				Compensation Design


		Strong Pay-for-Performance Approach		• Majority of target compensation opportunity is performance-based • Our compensation programs are focused on objective corporate performance measures and individual performance

		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

		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

		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 our peer group

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Compensation Discussion and Analysis

Executing our Strategy to Create Long-Term Stockholder Value

In 2019, we announced a series of cornerstone investments that form the foundation of our "best of both" strategy, including: announcing a $1.5 billion investment in our Mon Valley Works facility to build a world class endless casting and rolling line; completing the acquisition of a minority ownership interest in Big River Steel, North America's first LEED certified mini mill, with an option to purchase the remaining ownership interests within four years; restarting the construction of an electric arc furnace at our Fairfield Works facility, which will enable efficient self-production of rounds for our seamless tubular products; the investment of nearly $500 million in the hot strip mill at our Gary Works facility to position it as a competitively advantaged asset that delivers better customer value; and began investment in a new dynamo line for our European operations that will enable production of sophisticated silicon grades of non-grain oriented electrical steels to support increased demand in vehicles and generators.

Retaining Strong Leadership Team Through Strategic Transition is Imperative

The Board of Directors recognizes that the investments announced this year to pursue this strategic vision are the bold actions that the Corporation needs to become world competitive in any market. In order to achieve this, the Board believes it is imperative to have the right leadership team to see through successful execution of the strategy. The steel industry has faced many challenges and endured significant change over the past few years. Despite the volatility, we have remained focused on the things that we control. The financial results for 2019 represent a decline from the prior year, and correlate to the significant decline in global steel prices and market conditions that occurred during the year (illustrated on page 28). These results reinforce the need to continue the transformational strategy articulated this year and motivate our leadership team to move towards our future faster. We remain focused on creating enduring value for our stockholders and believe the Corporation is well positioned to continue the positive momentum we have been building.

The Compensation Committee has structured our executive compensation program to closely align with our long-term strategy and to link compensation to corporate performance, balancing the long-term needs of the Corporation with achieving near-term results for stockholders. We believe the pay outcomes for executives demonstrate a strong link between compensation and performance.

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Compensation Discussion and Analysis

2019 Performance at a Glance



Record Setting Safety Performance	➢	All-time best days away from work (DAFW) safety performance
		o	OSHA DAFW rate of 0.10, which is seven times better than the industry average reported by the U.S. Bureau of Labor Statistics (BLS)
		o	U. S. Steel's Tubular Operations and U. S. Steel Košice each completed the year with zero DAFW cases
	➢	Improved Total OSHA Recordable injury rate, which was nearly three times better than the BLS industry average of 2.7
	➢	Best contractor DAFW safety performance since 2009 (when measurement began)
	➢	Longest fatality-free streak since measurement began
Executing Against our Strategic Priorities	➢	Acquired 49.9% ownership stake in Big River Steel, the world's first LEED certified mini mill, for approximately $700 million
	➢	Announced $1.5 billion investment to construct a new endless casting and rolling line at lowest cost mill to increase capability for our customers
	➢	Achieved project milestones for construction of electric arc furnace at our Tubular facility, expected to be completed in 2020
	➢	Announced new organizational structure focused on commercial, technological and manufacturing excellence to better support customers
	➢	Increased market share in high-margin strategic markets
	➢	Improved quality and delivery performance to customers
	➢	Successfully raised approximately $1.1 billion in incremental capital and ended the year with liquidity of approximately $2.3 billion, including $749 million of cash to support execution of our "best of both" strategy
Delivering Long-Term Value to our Stockholders	➢	Achieved the best cash conversion cycle time among our peers, demonstrating focus on cash efficiency
	➢	Achieved adjusted EBITDA of $711 million in the face of an approximately 35% decline in steel prices over the course of the year and other market headwinds
	➢	Returned nearly $100 million to our stockholders through dividends and stock repurchases
Demonstrating our Commitment to Environmental Stewardship	➢	Announced a plan to reduce greenhouse gas emissions intensity by 20% by 2030, compared to a 2018 baseline, in a manner directly aligned with our corporate strategy
Investing in our People and our Community	➢	Announced enhanced industry-leading inclusive benefits package
	➢	Awarded a perfect "100" score by the Human Rights Campaign® Corporate Equality Index and named to Forbes 2000 World's Best Employers
	➢	Reinvigorated community engagement fund and employee resources groups
	➢	Implemented enhanced professional development throughout the organization

26 | United States Steel Corporation | 2020 Proxy Statement

Table of Contents

Compensation Discussion and Analysis

2019 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 perquisite and standard retirement and benefit plans. The majority of our NEOs' pay is variable and based on achievement of performance goals.

Compensation Element	Overview	Key Performance Measures and Weightings



Annual
Base Salary	Fixed cash baseline compensation that takes into account scope and complexity of role, individual qualifications and experiences, and internal value to the Corporation	Base salaries set at market competitive levels allow the Corporation to attract and retain highly qualified executives to lead and implement our strategy

Annual Incentive Compensation Plan (AICP)	Performance-based annual cash incentive opportunity for achieving goals that are crucial to our strategic plan Payout Range: 0%-230% of target for corporate performance and individual performance adjustments	➢ EBITDA (75%) ➢ Cash Conversion Cycle (25%) ➢ Individual Performance (-15% to 30%)

Long-Term Incentive Program (LTIP)
	Variable long-term equity based compensation to motivate and reward executives for achieving multi-year strategic priorities Granted at the beginning of a three-year performance period Payout Range: 0%-200% of target Supports retention of highly qualified executives to lead and implement our strategy; aligned with stockholder interests as the value fluctuates with stock price performance	➢ Relative TSR (50%) ➢ Return on Capital Employed (50%) ➢ Stock price ➢ Vests ratably over three years

*: Illustrations are based on 2019 CEO target compensation

United States Steel Corporation | 2020 Proxy Statement | 27

Table of Contents

Compensation Discussion and Analysis

Maintaining Pay-for-Performance through Industry Cycles

The Compensation Committee believes that in a challenging operating and unpredictable economic environment it is critical to align our compensation program with the goals of our strategic turnaround initiatives. Therefore, our compensation structure balances the following:

•: a strong pay-for-performance approach that links financial performance to the incentive opportunities realized by our executives;
•: measurable performance metrics in our incentive plans that support our strategic and financial goals;
•: alignment of management interests with the long-term interests of our stockholders; and
•: our need to attract, reward and retain executives best qualified to guide the Corporation through its transformation.

The steel industry, and U. S. Steel in particular, are highly cyclical and susceptible to volatility in steel prices, which has a direct correlation to annual earnings. Therefore, in general, the Compensation Committee utilizes wider performance ranges to offset swings in the commodity steel prices. The charts below illustrate the fluctuation in pricing in the U.S. and Europe over the last three years, and the decline in rig counts since 2018, and the correlation to our corporate earnings.

Because external market conditions could have a dispositive impact on the Corporation's earnings, the Compensation Committee has enhanced the executive compensation program over the course of the last several years to reduce the volatility in the measures under the program to ensure executive compensation is tied to controllable actions. The enhancements described below have been discussed with our stockholders during our annual engagements, and stockholders have been supportive of the changes.



2017	➢	Set ROCE performance goals in line with the business plan expectations

2018	➢	Target goals for AICP set in line with the business plan, but minimum and maximum ranges were widened in recognition of the impact of external market factors
	➢	Eliminated use of stock options to reduce volatility in payouts

2019	➢	Individual performance component of AICP is independent of the corporate goals, rather than a multiplier, to allow for rewarding exceptional individual contributions
	➢	Calculation of relative TSR includes annual and three-year TSR components to eliminate disproportionate impact of one year on the long-term performance

United States Steel Corporation | 2020 Proxy Statement | 28

Table of Contents

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.

The following table illustrates how our performance has affected the payout of our annual incentives and how the performance of our common stock affects the value of the long-term incentives that would be received by our CEO based on our closing stock price of $11.41 on December 31, 2019:


	Annual Incentive	Stock Options		Restricted Stock Units(2)	Performance Awards(3)

Year	% of Target Award Paid	Exercise Price	Intrinsic Value(1)	Value as a % of Grant Value	Award Payout as a % of Target

2019	84%	—	—	48%	0%
2018	187%	—	—	26%	0%
2017	0%	$39.265	$0	29%	73.5%

(1): The "Intrinsic Value" column shows the amount (if any) by which the market value of our shares underlying an option exceeds the exercise price at December 31, 2019. If the exercise price exceeds the market price, the stock options have no intrinsic value. Stock options were not granted in 2018 or 2019.
(2): The "Restricted Stock Units" column shows the market value on December 31, 2019, of the shares underlying the restricted stock units as a percentage of the market value on the grant date. The grant date fair value of the RSUs granted in 2017 was $39.265, in 2018 was $43.99 and in 2019 was $23.92. To the extent that the market value has declined, the value of the restricted stock units reflected in the Summary Compensation Table also declined.
(3): The "Performance Awards" column indicates the percentage of the performance awards that would be paid out based on our TSR as compared to the TSR of the peer group companies and ROCE performance. The 2017 performance period ended on December 31, 2019, and the actual results are reflected in the table. For the 2018 and 2019 performance awards, the information in the table is determined as if the performance periods ended on December 31, 2019.

Variable, at-risk compensation accounted for approximately 60% of our CEO's target compensation in 2019. Based on our strong pay-for-performance alignment, realizable compensation for our CEO over the last three years is 45% of target value granted during the period as reported in the Summary Compensation Table on page 45 of this proxy statement.

CEO Realizable Pay

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 each of the decisions are made by the Compensation Committee.

In making decisions regarding 2019 compensation, the Compensation Committee underwent a robust analysis and thoughtful process. In the beginning of the year, the Compensation Committee's independent consultant reassessed the roles and responsibilities for the Corporation's executive officers. That review resulted in a change to the median total target direct compensation for executive officers as compared to the executive compensation peer group. The Compensation Committee, in order to motivate and incentivize executives, particularly during a time of strategic transition when retention of executives is of utmost importance, normalized executive total target direct compensation by adjusting target amounts for base salary, AICP opportunity and LTIP grant values. In addition, in making target compensation decisions, the Compensation Committee took into consideration the Corporation's outstanding 2018 performance, continued development and execution of the Corporation's long-term strategy, and assumption of additional duties in connection with executive leadership changes and responsibilities of each of our NEOs. Actual AICP award decisions were made following the completion of 2019, and based on achievement of rigorous corporate and individual performance objectives.

Mr. Bradley's base salary, AICP bonus target and target LTIP award were unchanged from 2018, and in line with our peer group median. Upon his separation from the Corporation, Mr. Bradley became ineligible to receive any AICP award for 2019 pursuant to the terms of his separation agreement.

The elements of compensation provided to our executives include base salary, short-term annual incentive compensation, long-term incentive compensation, retirement benefits, and other compensation. The distribution of compensation among the various compensation elements is based on the Compensation Committee's belief that to link pay to performance, most of an executive's compensation should be paid in the form of performance-based variable compensation with a greater emphasis on variable components for the most senior executives who have greater responsibility for the performance of the business.

Base salary is designed to compensate for the required day-to-day activities and responsibilities of each position. Base salary is set at a market competitive level to enable the Corporation to attract and retain talent. Actual salary levels take into account such factors as the contribution of the incumbent, individual qualifications and experiences, and internal value to the Corporation. Base salary is paid in cash.

The purpose of our Annual Incentive Compensation Plan (AICP) is to align our executive officers' compensation with the achievement of annual performance goals that support our business strategy. Typically, the annual incentive awards are paid in cash, but the Compensation Committee retains discretion to provide the award in cash, stock, or a combination of both. The AICP is designed to focus executives primarily on efficient cash management and profitability.

Actual amounts earned are based on the formula illustrated below, with predetermined performance goals based on the achievement of cash conversion cycle and earnings before interest, taxes, depreciation and amortization (EBITDA) performance measures. Final awards may be increased or decreased based on individual performance. The individual performance factor is based on a percentage of the executive's target award. The Compensation Committee determined that EBITDA and CCC were the appropriate measures to drive the transformation required to achieve our goal of sustainable profitability.

The Compensation Committee strives to set challenging operational and financial performance targets that drive and motivate executives to achieve short- and long-term success. For 2019, the Compensation Committee set a minimum-maximum goal range to set goals that are rigorous, but achievable.

The target annual incentive award opportunity for our NEOs represents a percentage of base salary, which is set based on market data from our executive compensation peer group. Target annual incentive award levels are reviewed annually to ensure alignment with our compensation philosophy and business strategy.

The Compensation Committee set the target goals for AICP purposes in the first quarter of 2019, utilizing an approach that considers prior year's performance, expected 2019 financial performance and the annual operating plan, the impact of planned strategic activities, and fluctuations in global steel prices and other macroeconomic factors. In setting the 2019 goals, the Compensation Committee recognized that 2019 financial performance would be challenged to meet or exceed 2018 performance given the trend in global steel prices, and other macroeconomic factors, as illustrated on page 28. For 2019, the Compensation Committee determined that a sufficient degree of stretch existed in the target. The goals were considered rigorous when set.

In addition to determining corporate performance targets, the Compensation Committee approved EBITDA goals for each NEO. For the CEO, CFO and General Counsel, the EBITDA goal is based on the total corporate results, which generally measures the operational results of all business segments. For executives assigned to a specific segment, like Messrs. Matthews and Bruno, the EBITDA goal is 50% based on the EBITDA goal for that segment and 50% based on total corporate EBITDA. Mr. Matthews has responsibilities involving two of our reportable segments, and therefore, his AICP award is based on the EBITDA performance of both the Flat-rolled and Tubular segments, in addition to corporate EBITDA performance. This segment allocation of the EBITDA goal is intended to create stronger corporate, business segment and individual accountability by tying an executive's award to the performance of the segments for which he or she is directly responsible.

The corporate payout rate (prior to adjustment for individual performance) was determined based on achievement of the performance measures described in the table below. This payout rate demonstrates the performance alignment design of our plan.

In determining the annual incentive awards, the Compensation Committee considers, among other things, the NEO's individual performance in delivering results for the established value creation drivers of safety, environmental and financial performance, as well as our critical success factors — moving up the talent curve, moving down the cost curve and winning in strategic markets. Each NEO has individual metrics tied to each of these goals that correspond with their particular area of responsibility. The CEO's individual performance objectives are reviewed by the Compensation Committee and approved by the Board. A similar evaluation is performed by the CEO with respect to all other executive officers using similar measures and objectives. The Compensation Committee uses its business judgment in reviewing each of these individual items and does not assign specific quantitative weighting to such items.

Equity awards under the long-term incentive program (LTIP) are allocated among performance-based awards (60% of the LTIP award in 2019) and restricted stock units (RSUs) (40% of the LTIP award in 2019). The Compensation Committee believes that these long-term incentive vehicles best accomplish the objectives of aligning pay with performance and retaining executives.

On February 26, 2019, the Compensation Committee granted the long-term incentive awards set forth in the table below.

Performance awards provide an incentive for executives to earn shares based on our performance over a three-year performance period, with goals set at the beginning of each performance period. The performance awards do not pay dividends or carry voting privileges prior to vesting. In 2019, the three-year performance period began on January 1, 2019, and will end on December 31, 2021 (the "2019 Performance Period"). The value of the performance awards granted for the 2019 Performance Period was divided equally between relative TSR performance awards and ROCE performance awards. The performance awards were granted in equity.

TSR performance awards are based on relative performance, with the payout determined based on the rank of the Corporation's TSR compared to the TSR of peer group companies (see the "Performance Peer Group" on page 43), over the three-year performance period, as well as for each year within the performance period.

As noted in the table below, above market performance at the 55th percentile is required for target payout, and no payout is made for performance below the 30th percentile.

In order to address any potential pay for performance disconnect should the Corporation's TSR be negative over the performance period (regardless of relative performance) payouts are capped as follows:

The payout is determined based on our weighted average cost of capital (noted as return on capital employed or "ROCE"), over the three-year performance period. ROCE is measured based on our consolidated worldwide EBIT, as adjusted, divided by our consolidated worldwide capital employed, as adjusted, over the three-year performance period. The weighted average ROCE is a three-year performance metric calculated based on the ROCE achieved in the first, second, and third years of the performance period, weighted at 20%, 30%, and 50% respectively. The ROCE awards payout at 50% at the threshold level, 100% at the target level, and 200% at the maximum level. ROCE performance goals are not disclosed during an ongoing performance period due to competitive reasons.

The performance period for the performance awards granted in 2017 ended on December 31, 2019. The value of the 2017 performance awards was equally divided between relative TSR performance awards and ROCE performance awards. The 2017 ROCE performance awards were granted in cash. The 2017 TSR performance awards were granted in equity. Relative TSR performance was below the threshold goal, and ROCE performance achieved above the target performance goal, resulting in an overall payout of 73.5% of the target LTIP performance award. Mr. Holloway did not receive a grant of 2017 performance awards because he was not employed by the Corporation when the grant was made. Each of the relative TSR and ROCE goals, results and payouts are described below.

The Corporation's ROCE for the performance period was above performance target, resulting in a payout at 147% of the target award.

Restricted stock units (RSUs) are awards that deliver shares of common stock and accumulated dividends upon vesting. RSUs generally vest ratably on each of the first, second and third anniversaries of the grant date, subject to the executive's continued employment on each vesting date.

The Compensation Committee believes that RSUs provide the best retention benefits among our long-term incentives, especially during times of challenging economic and industry conditions. They also enable our executives to build ownership in the Corporation, which addresses a key compensation objective. Additionally, because of the downside risk of owning stock, restricted stock units discourage executives from taking excessive risks that would not be in the best long-term interest of stockholders.

NEOs participate in many of the benefits provided to non-represented employees generally, including vacation and holiday benefits, insurance benefits, disability benefits, and medical and prescription drug programs. We believe these benefits support our overall retention objectives.

We provide the retirement benefits described below in order to attract and retain talented executives. We believe our retirement programs are reasonable in light of competitive pay practices and the total compensation of our executives.

The Corporation maintains the following tax-qualified retirement programs (together, the "Qualified Plans"):

Participation in the Pension Plan was closed to new entrants on July 1, 2003 and benefits under the plan were frozen for all non-represented participants on December 31, 2015. Mr. Matthews was the only NEO covered by the Pension Plan, the Non Tax-Qualified Pension Plan and the Supplemental Pension Program described below.

In 2019, all of the NEOs received matching contributions and Retirement Account contributions under the Savings Plan and participated in the related non-qualified plans.

The Corporation maintains the following non tax-qualified programs (together, the "Non-Qualified Plans") that are designed to provide retirement benefits to executives and other high-level employees of the Corporation and its affiliates:

Benefits under the Non Tax-Qualified Pension Plan and Supplemental Pension Program were frozen on December 31, 2015 when the tax qualified Pension Plan was frozen for all non-represented participants.

The purpose of the Supplemental Thrift Program and the Non Tax-Qualified Retirement Account Program is to provide benefits that are not permitted to be provided under the Savings Plan due to certain limits under the Internal Revenue Code.

The purpose of the Supplemental Retirement Account Program is to provide benefits based upon compensation paid under our annual incentive compensation plans, which is excluded under the Savings Plan. We provide a retirement benefit based on incentive pay to enable our executives (who receive more of their pay in the form of incentive compensation) to receive a comparable retirement benefit.

To support our retention objectives, benefits under the Supplemental Pension Program and the Supplemental Retirement Account Program are subject to service-based and age-based restrictions. Unless the Corporation consents, benefits under the Supplemental Pension Program are not payable if the executive voluntarily terminates employment prior to age 60 and benefits under the Supplemental Retirement Account Program are not payable if the executive voluntarily terminates employment (i) prior to age 55 or before completing 10 years of service (or, if earlier, attaining age 65), (ii) within 36 months of the date coverage under the program commenced or (iii) for participants hired on or after January 1, 2019, prior to age 60 and completion of five years of service. For more information on our retirement programs, see the Pension Benefits table and Non-Qualified Deferred Compensation table later in this proxy statement.

In general, the level of security provided depends upon the nature of the threat. In 2019, Messrs. Burritt and Bruno were the only NEOs provided with security services. We do not provide gross-up payments to cover personal income taxes that may be

attributable to any of the perquisites except for (i) relocation, (ii) tax equalization and (iii) expenses and travel related to expatriate assignments. These gross-ups are also provided to non-executive employees.

The Corporation's Change in Control Severance Plan (the "CIC Plan") generally provides for the payment of severance benefits to certain eligible executives, including each of the named executive officers, in the event their employment with the Corporation terminates involuntarily following a change in control of the Corporation.

The CIC Plan enables our executives to evaluate corporate transactional opportunities that may be in the best interests of the Corporation's stockholders, while limiting concerns about the potential impact of such opportunities on their job security. Under the CIC Plan, payments require a "double trigger," meaning the named executive officer is eligible for change in control severance payments and benefits in the event that he or she is terminated without cause or voluntarily for good reason in connection with a change in control. In general, upon a change in control and termination each of our NEOs are entitled to a payment equivalent to a multiple of his or her salary and annual incentive award. For Mr. Burritt, the severance payment multiple is 2.5x, and for Ms. Breves and Messrs. Matthews, Holloway and Bruno, is 2x. Mr. Bradley is no longer a participant in the CIC Plan, following his resignation from the Corporation. We do not provide gross-up payments to cover personal income taxes that may be attributable to payments under the CIC Plan. See "Potential Payments Upon Termination or Change in Control" for additional information regarding the quantification of these potential payments and benefits.

In general, the Corporation does not enter into long-term employment agreements with its executives, but may enter into agreements for a limited period of time to attract or retain experienced professionals for high level positions. For Mr. Holloway, the Corporation agreed to severance provisions in his offer letter, which provide for a severance payment of twelve months' annual base salary and one-year annual target bonus if terminated without cause prior to April 16, 2020. The Corporation entered into a letter agreement with Mr. Matthews in December 2018 providing Mr. Matthews with certain pension make-whole, retention and other payments in consideration for his continued employment with the Corporation beyond the date on which he was eligible for an immediate retirement under the Pension Plan and the Non-Qualified Plan.

In connection with his resignation from the Corporation, Mr. Bradley entered into a separation agreement providing for, among other things, (i) pro-rata vesting of various outstanding annually-granted performance awards, restricted stock unit grants, and stock option awards, (ii) lump sum payment of $1,400,000 (which is equivalent to one-year base salary and target AICP bonus), (iii) $50,000 for additional incidental expenses and services, and (iv) reimbursement for healthcare expenses for a period of up to 12 months, so long as he is not eligible for group health coverage provided by another employer. Under the agreement, Mr. Bradley agreed to a general release of claims, and customary non-solicitation, non-competition and non-disparagement provisions.

The Compensation Committee retained Pay Governance, LLC as its independent consultant to assist in the evaluation of executive compensation programs and in setting executive officers' compensation. The use of an independent consultant provides additional assurance that the Corporation's executive compensation programs are reasonable and consistent with the Corporation's objectives. The consultant reports directly to the Compensation Committee and does not perform services for management without the express approval of the Compensation Committee. There were no services performed by the consultant for management in 2019.

The consultant participates in the Compensation Committee meetings, including executive sessions, and regularly advises the Compensation Committee with respect to compensation trends and best practices, plan design, and the reasonableness of individual compensation awards.

With respect to the CEO's compensation, the Compensation Committee makes its determinations based upon its evaluation of the CEO's performance and with input from its consultant. Each year, the Compensation Committee reviews with the Board of Directors the CEO's goals and objectives, and the evaluation of the CEO's performance with respect to the prior year's goals and objectives. The CEO does not participate in the presentations to, or discussions with, the Compensation Committee in connection with the setting of his compensation.

The Compensation Committee uses tally sheets to evaluate the total compensation and projected payments to the named executive officers under various termination scenarios. This analysis is undertaken annually to assist the Compensation Committee in determining whether the compensation package of each NEO is appropriately aligned with our compensation philosophy and the compensation practices of our peers.

The Compensation Committee also considers relevant market pay practices in its decision making process. The Compensation Committee uses the peer group data below as a frame of reference to guide executive compensation decisions. The Corporation utilizes two peer groups as described below:

The executive compensation peer group is used to serve as a market reference when making compensation decisions and designing program features, and to assess the competitiveness of each element of compensation and compensation in total. We also use this peer group as a reference when analyzing pay-for-performance alignment. In setting the executive compensation peer group, the Compensation Committee considered a set of broader, industrial peers who might compete with the Corporation for talent as well as companies outside of the material/industrial industry who might attract our executives that have skills transferable outside of the metals industry.

The executive compensation peer group was selected based on the following criteria:

The Compensation Committee believes the use of a performance peer group is appropriate because executive compensation arrangements and practices are influenced by business complexity and company size, and many of our industry competitors are much smaller than U. S. Steel. The performance peer group consists of twelve domestic companies in the steel industry.

We have comprehensive stock ownership and holding guidelines designed to align the interests of our executive officers with those of the Corporation's stockholders. As shown in the table below, our executives are required to accumulate and retain a minimum level of ownership in the Corporation's common stock based upon their base salary. The stock ownership guidelines require that an executive must retain 100% of the after-tax value of stock acquired upon the vesting of restricted stock units and performance awards and 100% of the after-tax value of shares issued upon the exercise of stock options until the ownership requirement is satisfied. All of the NEOs are in compliance with the terms of the policy.

We have a policy that prohibits all directors and employees, including the NEOs, from purchasing any financial instruments (including, but not limited to, prepaid variable forward contracts, equity swaps, collars, and exchange funds), or otherwise engaging in any transactions, that are designed to hedge or offset any decrease in our stock price. Our anti pledging policy prohibits directors and executive officers, including the NEOs, from pledging our stock as collateral for a loan or holding shares in a margin account.

The Board has adopted a policy setting forth procedures to recover payment of any compensation (cash or equity) if an executive engaged in any fraud or misconduct, including gross negligence that caused or partially caused the need for a material restatement of the Corporation's publicly filed financial results. For any periods as to which a performance based award was paid or credited to the executive, such award shall be subject to reduction, cancellation or reimbursement to the Corporation at the Board's discretion. This policy is set forth in our Corporate Governance Principles which are available on our website www.ussteel.com.

The Compensation Committee's compensation consultant annually performs a risk assessment of our executive compensation program and, based on its most recent review, the consultant has determined that our compensation program contains a variety of features that mitigate unnecessary risk taking, including the following:

For these reasons, the Compensation Committee concluded that our 2019 compensation and organization policies and practices are not reasonably likely to create a risk that could have a material adverse effect on the Corporation.

In determining executive compensation, the Compensation Committee considers, among other factors, the possible tax consequences to the Corporation. Tax consequences, including but not limited to tax deductibility by the Corporation, are subject to many factors (such as changes in the tax laws and regulations or interpretations thereof) that are beyond the control of the Corporation. In addition, the Compensation Committee believes that it is important for it to retain maximum flexibility in designing compensation programs that meet its stated objectives. For these reasons, the Compensation Committee, while considering tax deductibility as one of the factors in determining compensation, does not limit compensation to those levels or types of compensation that will be deductible by the Corporation. For a detailed discussion of the accounting impacts on various elements of long-term incentive compensation, see footnote 15 to the Financial Statements included in our Annual Report on Form 10-K for the year ended December 31, 2019 filed with the SEC on February 14, 2020.

The titles of executives used in the compensation tables of this proxy statement reflect the current titles of each executive.

The United States Steel Corporation Plan for Employee Pension Benefits, Revision of 2003 ("U. S. Steel Pension Plan") provides defined benefits for substantially all non-represented, domestic employees who were hired before July 1, 2003. Mr. Matthews is the only NEO who is a participant in the U. S. Steel Pension Plan and the related non-qualified plans as noted under "Pension Plan Compensation" on page 59. Benefits under the U. S. Steel Pension Plan and the related non-qualified plans described below were frozen for all non-represented participants on December 31, 2015.

The U. S. Steel Pension Plan is designed to provide eligible employees with replacement income during retirement. The two primary benefits provided to non-represented employees are based on final earnings (the "Final Earnings Benefit") and career earnings (the "Career Earnings Benefit") formulas. Benefits may be paid as an actuarially determined lump sum in lieu of monthly pension payments. The Internal Revenue Code (the "Code") limits the amount of pension benefits that may be paid from tax-qualified pension plans.

The Final Earnings Benefit component is based on a formula using a specified percentage (dependent on years of service) of average monthly earnings that is determined from the five consecutive 12-month calculation periods in which the employee's aggregate earnings were the highest during the last ten 12-month calculation periods of continuous service prior to retirement. Incentive compensation is not considered when determining average monthly earnings. Eligibility for an unreduced Final Earnings Benefit under the U. S. Steel Pension Plan is based on attaining at least 30 years of credited service or at least age 62 with 15 years of credited service. Because Mr. Matthews has over 30 years of credited service for eligibility purposes, he is eligible for an unreduced Final Earnings Benefit.

The annual normal retirement benefit under the Career Earnings Benefit component is equal to 1.3% of total career earnings. Incentive compensation is not considered when determining total career earnings. Career Earnings Benefits commenced prior to attaining normal retirement or age 62 with 15 years of service, but after attaining age 58, are subject to an early commencement reduction equal to one-quarter of one percent for each month the commencement of pension payments precedes the month in which the participant attains the age of 62 years. Career Earnings Benefits commenced prior to attaining age 58 are based on 1.0% of total career earnings and subject to a larger early commencement reduction. If he had retired on December 31, 2019, Mr. Matthews' annual Career Earnings Benefits would have been reduced by 45.81%.

Benefits accrued for the purpose of calculating both the Final Earnings and Career Earnings Benefits are limited to the executive's unreduced base salary, subject to the compensation limit under the Code.

The present value of accumulated benefit obligations represents the actuarial value of benefits earned by the executives under the U. S. Steel Pension Plan. Assumptions used in the calculations include an unreduced benefit age of 62, the election of a lump sum option and credited service, and career earnings and final average earnings as of December 31, 2015. Final average earnings is based on the average of the monthly salaries paid in the highest five consecutive 12 month period during the ten years preceding December 31, 2015.

The salary amounts include base salary, excluding incentive compensation. The number of years of credited service in the 2019 Pension Benefits table shows the number of years earned and used to calculate the accrued benefits reported.

The purpose of the United States Steel Corporation Non Tax-Qualified Pension Plan ("Non Tax-Qualified Pension Plan") is to compensate individuals for the loss of benefits under the U. S. Steel Pension Plan that occur due to certain limits established under the Code. The amount payable under the Non Tax-Qualified Pension Plan is equal to the difference between the benefits the executive actually receives under the U. S. Steel Pension Plan and the benefits that the executive would have received under the U. S. Steel Pension Plan except for the limitations imposed by the Code. Benefits under the Non Tax-Qualified Pension Plan were frozen on December 31, 2015.

Benefits paid under the Non Tax-Qualified Pension Plan are in the form of an actuarially determined lump sum payable to the executive upon termination of employment, subject to the six-month waiting period under Section 409A of the Code for specified employees.

The present value of accumulated benefit obligations represents the actuarial value of benefits earned by the executives under the Non Tax-Qualified Pension Plan and is based on the same provisions as the U. S. Steel Pension Plan. Assumptions used in the calculations include an unreduced benefit age of 62, the election of a lump sum option and credited service, and estimated career earnings and final average earnings as of December 31, 2015.

The purpose of the United States Steel Corporation Executive Management Supplemental Pension Program (the "Supplemental Pension Program") is to provide a pension benefit for executives and certain non-executives who participate in the U. S. Steel Pension Plan with respect to compensation paid under the short-term incentive compensation plans of the Corporation. Benefits under the Supplemental Pension Program were frozen on December 31, 2015.

Executives with at least 15 years of continuous service become eligible to receive a benefit under the Supplemental Pension Program at retirement or termination of employment. Benefits will not be payable under the program with respect to an executive who (a) terminates employment prior to age 60 or (b) terminates employment within 36 months of the date coverage under the Supplemental Pension Program begins, unless, in either case, the Corporation consents to the termination; provided, however, such consent is not required for terminations because of death or involuntary termination, other than for cause. Distributions are subject to the six-month waiting period under Section 409A of the Code for specified employees.

An executive's average earnings are used to calculate the benefit under the Supplemental Pension Program and are defined as the average monthly earnings derived from the total short-term incentive paid or credited to the executive under the AICP with respect to the three calendar years for which short-term incentive payments were the highest out of the last ten consecutive calendar years prior to December 31, 2015. Benefits are paid as an actuarially determined lump sum.

The present value of accumulated benefit obligations represents the actuarial value of benefits earned through December 31, 2015 by an executive under the Supplemental Pension Program. Assumptions used in the calculations include a normal retirement age of 60, a lump sum payment, and credited service and average earnings as of December 31, 2015. Credited service under the Supplemental Pension Program is the same as under the U. S. Steel Pension Plan.

The purpose of the United States Steel Corporation Supplemental Thrift Program (the "Supplemental Thrift Program") is to compensate individuals for the loss of matching contributions by the Corporation under the U. S. Steel Savings Plan that cannot be provided due to the statutory limits on covered compensation (which limit was $280,000 in 2019) and combined Corporation and individual annual contributions (which limit was $56,000 in 2019). Under the Supplemental Thrift Program, executives accrue benefits in the form of phantom shares of U. S. Steel common stock. In the aggregate, the benefit accruals under the Supplemental Thrift Program and the matching contributions under the U. S. Steel Savings Plan may equal up to 6% of the executive's base salary.

An executive receives a lump sum distribution of the benefits payable under this program upon his or her termination of employment with five or more years of continuous service, prior to attaining five years of continuous service, with the consent of the Corporation, or because of death, subject to the six-month waiting period under Section 409A of the Code for specified employees.

The purpose of the United States Steel Corporation Non Tax-Qualified Retirement Account Program is to compensate individuals for the loss of Retirement Account contributions that cannot be provided under the U. S. Steel Savings Plan due to the statutory limits on covered compensation (which was $280,000 in 2019) and combined Corporation and individual annual contributions (which limit was $56,000 in 2019). Retirement Account contributions are non-elective employer contributions that are in addition to the matching contributions made by the Corporation under the U. S. Steel Savings Plan.

Under the Non Tax-Qualified Retirement Account Program, accrued benefits are recorded in a notional account and credited with earnings as if the account had been invested in the U. S. Steel Savings Plan. In the aggregate, benefit accruals under this program and the Retirement Account contributions under the U. S. Steel Savings Plan shall equal 8.5% of the executive's base salary.

Benefits under this program are payable in a lump sum distribution following the termination of employment (a) after completing three years of continuous service, or (b) prior to completing three years of continuous service, with the consent of the Corporation; provided, however, such consent is not required for terminations because of death or involuntary termination, other than for cause. Payments are subject to the six-month waiting period under Section 409A of the Code for specified employees.

The purpose of the Supplemental Retirement Account Program is to provide Retirement Account contributions with respect to compensation paid under the short-term incentive compensation plans of the Corporation. Accrued benefits under the Supplemental Retirement Account Program are recorded in a hypothetical account and credited with earnings as if the account had been invested in the U. S. Steel Savings Plan. Executives who complete at least 10 years of continuous service (or, if earlier, attain age 65) become eligible to receive a benefit under the Supplemental Retirement Account Program at retirement or termination of employment. Benefits will not be payable under the program with respect to an executive who terminates employment (a) prior to age 55 or (b) within 36 months of the date coverage under the program begins, unless the Corporation consents to the termination; provided, however, such consent is not required for terminations because of death or involuntary termination, other than for cause. Benefits are payable in the form of a lump sum distribution following termination of employment, subject to the six-month waiting period under Section 409A of the Code for specified employees.

The compensation and benefits payable to our executives upon termination vary depending upon the event triggering the termination and the executive's relevant employment facts at the time of termination. For purposes of the tables and discussions included in this section, we have assumed the following termination scenarios (the column references are to the columns in the tables that follow):

This termination scenario assumes retirement pursuant to a retirement plan. Benefits under the Supplemental Pension Program are not payable to an executive who voluntarily terminates employment prior to age 60, unless the Corporation consents to such termination. We have assumed the Corporation's consent to retire prior to age 60 under this scenario.

With respect to long-term incentives, the Compensation Committee has discretion to terminate unvested awards upon termination. While the Compensation Committee reserves the right to decide these matters on a case-by-case basis, its practice has been to prorate the vesting of the shares scheduled to vest during the current vesting period for the time employed during the current vesting period (for example, in the case of restricted stock units, ten months worked during the twelve-month vesting period from March 2019 to February 2020 would result in a vesting of ten-twelfths of the number of shares scheduled to vest in February 2020, with no such pro rata vesting for the shares scheduled to vest after February 2020). Given our assumption under this scenario that the Compensation Committee has consented to the executive's retirement, the pro rata vesting discussed above has been applied to the calculations in the tables below with the following exception. Awards are fully vested if the executive was eligible for a normal retirement (i.e., age 60 with 5 years of service or age 65) on December 31, 2019, provided the executive is employed for at least six months following the date of grant and is not a participant in the Supplemental Pension Program.

This termination scenario assumes that the Corporation does not consent to an executive's voluntary termination of his or her employment prior to age 60, or that the Corporation terminates the executive's employment for cause. Under these conditions, the Compensation Committee is not likely to exercise any discretion that it may have in favor of the executive and, accordingly, we have assumed that unvested awards are forfeited for purposes of the calculations in the tables below.

Events that could cause the Corporation to terminate an executive's employment involuntarily, not for cause, include the curtailment of certain lines of business or a facility shutdown where the executive's services are no longer required due to business conditions or an organizational realignment. Prior to the involuntary termination, the executive may be eligible for benefits under our Supplemental Unemployment Benefit Program for Non-Union Employees, which may include the payment of a percentage of base salary and qualify the executive for basic life and health insurance and outplacement services. For purposes of determining the vesting of equity awards upon termination, we have assumed the executive's employment was terminated on December 31, 2019. Awards are prorated upon termination for purposes of the calculations in the tables below with the following exception. Awards are fully vested if the executive was eligible for a normal retirement (i.e., age 60 with 5 years of service or age 65) prior to the involuntary termination, provided the executive is employed for at least six months following the date of grant and is not a participant in the Supplemental Pension Program.

All of the NEOs are covered by the Corporation's Change in Control Severance Plan (the "CIC Plan"), as described in the Compensation Discussion and Analysis section of the proxy statement. In addition to the severance benefits paid pursuant to the CIC Plan, all long-term incentive awards would vest upon a change in control and a termination, and benefits would be paid according to each benefit plan's provisions following the termination of an executive's employment in connection with a change in control. The following discussion describes the events and circumstances that would trigger payments under the CIC Plan.

Generally, payments are triggered upon the occurrence of both a Change in Control of the Corporation and termination of the executive's employment by the Corporation other than for cause. Under the CIC Plan, each executive agrees to remain in the employ of the Corporation until the earlier of (i) a date three months after a Change in Control and (ii) a date six months after a Potential Change in Control (as defined below). Payments are also triggered if the executive terminates his or her employment for Good Reason (as defined below); however, in order for the Corporation to be obligated to pay the benefits under the

contract, all Good Reason terminations must also involve an actual Change in Control (if the Good Reason termination occurs prior to a Change in Control, the Change in Control must be a 409A Change in Control; see definition below).

Following a Change in Control, if there is a termination by the Corporation (other than for Cause or Disability) or by the executive for Good Reason, the executive is entitled to the following benefits:

A "Good Reason" termination involves a voluntary termination following any of these events:

A "Change in Control" happens under the CIC Plan if any of the following occurs:

A "409A Change in Control" is similar to a Change in Control, except that it meets the requirements of Section 409A of the Code. The main difference between the two definitions is that a 409A Change in Control requires a person to acquire 30% of the total voting power of the Corporation's stock, while a Change in Control requires a person to acquire 20% of the total voting power of the Corporation's stock. A 409A Change in Control must occur prior to any payment in the event the termination precedes the Change in Control. In other words, payments under the CIC Plan are due to the executive if:

An "Applicable Event" (a term used for various purposes, including defining points at which compensation amounts and periods are measured) means a Change in Control, Potential Change in Control or actions of a third party who has taken steps reasonably calculated to effect a Change in Control. To the extent required by Section 409A of the Code, payments would be delayed six months following the applicable reference date.

As mentioned above, a "double trigger" must occur prior to the Corporation incurring any liability under the CIC Plan; that is, for there to be payments under the CIC Plan, both of the following must occur: (i) a termination and (ii) a Change in Control (or, in some cases, a 409A Change in Control).

Employees with at least 15 years of continuous service who are covered by the U. S. Steel Pension Plan and become totally and permanently disabled prior to age 65 are eligible to retire on a permanent incapacity pension. The criteria for a disability termination under the Long-Term Incentive Compensation Program are the same as for a disability termination under Section 409A of the Code. If an employee dies or becomes totally and permanently disabled while actively employed, benefits under the Corporation's qualified and non-qualified plans are calculated as if the employee was fully vested.

The following tables were developed using the above termination scenarios, and an estimation of the amounts that would be payable to each NEO under the relevant scenario. A discussion of each of the types of compensation follows the tables. Non-qualified retirement benefits and equity awards will be distributed six months after their termination dates. The estimated present values of the benefits provided to the NEOs under each of these termination scenarios were determined using the following assumptions:

No cash severance payments are made with respect to an executive's termination of employment due to voluntary termination (with consent or retirement) (Column A), voluntary termination (without consent) or involuntary termination for cause (Column B), disability (Column E) or death (Column F).

Under our broad-based Supplemental Unemployment Benefit Program covering most non-represented employees, monthly cash benefits are payable to executives for up to 12 months (depending on years of service) while on layoff in the event of an involuntary termination not for cause (Column C).

Cash severance is one of the payments made to executives under the Change in Control Severance Plan in the event of a termination in connection with a Change in Control (Column D).

Under the plan, payment would be made in a lump sum amount equal to 2.5x for Mr. Burritt, and 2x for Ms. Breves and Messrs. Matthews, Holloway and Bruno, the sum of (a) base salary and (b) the current target under the annual incentive compensation program (or, if higher than the target, the average short-term incentive compensation for the prior three years). The cash severance benefit may be reduced if the NEO is terminated within three years of attaining age 65. For Mr. Burritt and Ms. Breves, the amounts shown are reduced because they are within three years of attaining age 65.

The benefits under the Supplemental Unemployment Benefits Program and the Change in Control Program are contingent upon the execution of an agreement which contains a general release of claims and confidentiality, non-disparagement and non-solicitation provisions.

Following a voluntary termination with the Compensation Committee's consent or a retirement (Column A), a disability (Column E), or death (Column F), an executive would be entitled to receive a short-term incentive award if (a) the relevant performance goals are achieved, (b) the executive is employed for at least six months during the performance period, and (c) the Compensation Committee does not exercise its discretion to reduce or eliminate the award. For purposes of the short-term incentive program, retirement means a termination of employment after having completed 30 years of service, attainment of age 60 with five years of service, or attainment of age 65.

If an executive's employment terminates voluntarily without the Compensation Committee's consent or involuntarily (Columns B and C), regardless of whether the termination is for cause or not for cause, no short-term incentive award is payable.

Because the cash severance payment, discussed above, includes a multiple of the target short-term incentive, no payments are made pursuant to the short-term incentive program in the event of a Change in Control (Column D).

Following a voluntary termination with the Compensation Committee's consent or a retirement (Column A), and subject to the Compensation Committee's discretion, the stock options granted in 2017 would (i) fully vest if the executive is eligible for a normal retirement (i.e., age 60 with five years of service or age 65), provided the executive is not a participant in the

Supplemental Pension Program, (ii) vest on a prorated basis if the executive is eligible for an early retirement (i.e., 30 years of service or age 55 with 10 years of service), or (iii) if the executive is not eligible for a normal or early retirement, we have assumed that the executive terminated employment with the Compensation Committee's consent and the stock options would vest on a prorated basis. The remaining unvested options would be forfeited. Prorated vesting is determined based on the number of complete months worked during the vesting year (March 2019 to February 2020 for the 2017 stock options).

If an executive's employment terminates voluntarily without the Compensation Committee's consent or involuntarily for cause (Column B), all unvested options are forfeited.

For involuntary terminations that are not for cause (Column C), we have assumed that the executive terminated employment on December 31, 2019 and that a prorated number of options vested.

In the event of a disability (Column E) or death (Column F), all unvested options vest immediately. All vested options remain exercisable for three years (five years for options granted in 2017) after termination or, if less, until the original expiration date.

Stock options include a "double-trigger" and require a termination in connection with a Change in Control (Column D) in order for the vesting to be accelerated. Unvested stock options would not be forfeited if (i) employment is terminated during a potential change in control period by the Corporation for other than cause or disability or by the executive for good reason and (ii) a 409A Change in Control occurs within twenty-four months following the commencement of the potential change in control period.

Following a voluntary termination with the Compensation Committee's consent or a retirement (Column A), and subject to the Compensation Committee's discretion, the restricted stock units would (i) fully vest if the executive is eligible for a normal retirement (i.e., age 60 with five years of service or age 65), provided the executive is employed for at least six months following the date of grant and is not a participant in the Supplemental Pension Program, (ii) vest on a prorated basis if the executive is eligible for an early retirement (i.e., 30 years of service or age 55 with 10 years of service), or (iii) if the executive is not eligible for a normal or early retirement, we have assumed that the executive terminated employment with the Compensation Committee's consent and the restricted stock units would vest on a prorated basis. The remaining unvested restricted stock units would be forfeited. Prorated vesting is determined based on the number of complete months worked during the vesting year (March 2019 to February 2020).

In the event of a disability (Column E) or death (Column F), all unvested restricted stock units vest immediately.

If an executive's employment terminates voluntarily without the Compensation Committee's consent or involuntarily for cause (Column B), all remaining unvested restricted stock units are forfeited.

For involuntary terminations that are not for cause (Column C) we have assumed that the executive terminated employment on December 31, 2019 and that a prorated number of restricted stock units vested based on the number of complete months worked during the vesting year (March 2019 to February 2020).

Restricted stock units require a termination in connection with a Change in Control (Column D) in order for the vesting to be accelerated. Unvested restricted stock units would not be forfeited if (i) employment is terminated during a potential change in control period by the Corporation for other than cause or disability or by the executive for good reason and (ii) a 409A Change in Control occurs within twenty-four months following the commencement of the potential change in control period.

Following a voluntary termination with the Compensation Committee's consent or a retirement (Column A), and provided that the relevant performance goals are achieved, the performance awards would (i) fully vest if the executive is eligible for a normal retirement (i.e., age 60 with five years of service or age 65), provided the executive is employed for at least six months following the date of grant and is not a participant in the Supplemental Pension Program, (ii) vest on a prorated basis if the executive is eligible for an early retirement (i.e., 30 years of service or age 55 with 10 years of service), or (iii) if the executive is not eligible for a normal or early retirement, we have assumed that the executive terminated employment with the Compensation Committee's consent and the performance awards would vest on a prorated basis. The remaining unvested performance awards would be forfeited. Prorated vesting is determined based on the number of complete months worked during the relevant performance period.

For performance awards for which the performance goals are achieved, a modified proration is used in the event of a death (Column F) or disability (Column E) allowing 0% of the achieved award if such event occurs prior to the completion of the first third of the performance period, 50% of the achieved award if such event occurs on or after completion of the first third, but prior to completion of the second third, of the performance period, and 100% of the achieved award for events occurring on or after completion of the second third of the performance period. This modified proration effectively shortens the post-termination waiting period to a maximum of two years, thereby allowing an estate to potentially close within two years, since there would be no value allowed for performance awards granted within one year of a participant's death.

If an executive's employment terminates voluntarily without the Compensation Committee's consent or involuntarily for cause (Column B), all remaining unvested performance awards are forfeited.

For involuntary terminations that are not for cause (Column C) we have assumed that the executive terminated employment on December 31, 2019 and that a prorated number of performance awards vested based on the number of complete months worked during the relevant performance period.

Performance awards require a termination in connection with a Change in Control (Column D) in order for the vesting to be accelerated. For these awards, the performance period would end upon the change in control; however, the awards would not vest until the earlier to occur of a termination within 24 months of the change in control or the normal vesting date. Unvested performance awards would not be forfeited if (i) employment is terminated during a potential change in control period by the Corporation for other than cause or disability or by the executive for good reason and (ii) a 409A Change in Control occurs within twenty-four months following the commencement of the potential change in control period.

Benefits under the U. S. Steel Pension Plan are payable on behalf of Mr. Matthews under each of the termination of employment scenarios. Refer to the "Pension Benefits" section for a description of the U. S. Steel Pension Plan. Benefits under the U. S. Steel Pension Plan may be payable under the Non Tax-Qualified Pension Plan to the extent they are limited by the qualified plan limitations established under the Internal Revenue Code.

If Mr. Matthews was placed on layoff status as of December 31, 2019 (Column C), he would be eligible to remain on layoff for a period of up to two years. Having satisfied certain age and service requirements, Mr. Matthews would be eligible to commence a Rule-of-70/80 early retirement option on December 31, 2020 after being on layoff for one year. The present value amounts shown for an involuntary termination not for cause (Column C) reflect enhanced benefits attributable to the additional age and continuous service accrued while on layoff, the lower early-commencement charges, and a temporary $400 monthly pension benefit that is payable until he becomes eligible for a public pension.

If Mr. Matthews was totally and permanently disabled on December 31, 2019 (Column E), he would be eligible to commence a permanent incapacity pension on May 31, 2020, which is five months after the qualifying disability. The present value amounts shown reflect enhanced benefits attributable to the additional age and continuous service accrued during the five-month period, and the lower early-commencement charges, but not the temporary $400 monthly pension benefit that is payable until he becomes eligible for a public pension or, if earlier, governmental disability benefits.

If Mr. Matthew's employment was terminated due to his death (Column F), death benefits would become payable to his survivor (typically his spouse) or, if there is no spouse, to his estate. The present value amounts shown are equal to the higher of (i) the actuarial equivalent of the his pension benefit (excluding the survivor and surviving spouse's benefits) that would have been payable if he had retired on the date of death, or (ii) the value of the survivor and surviving spouse's benefits as defined in the U. S. Steel Pension Plan.

Benefits from the Non Tax-Qualified Pension Plan are payable on behalf of Mr. Matthews under each of the termination of employment scenarios. Refer to the "2019 Pension Benefits – Non Tax-Qualified Pension Plan" section for a description of the Non Tax-Qualified Pension Plan. The present value amounts shown for the various termination scenarios vary based upon the total amount payable under the U. S. Steel Pension Plan before the application of the statutory limitations established by the Internal Revenue Code.

Benefits from the Supplemental Pension Program are payable on behalf of Mr. Matthews under each of the termination of employment scenarios other than a voluntary termination without consent or an involuntary termination for cause (Column B), since Mr. Matthews has at least 15 years of continuous service as of December 31, 2019.

The present value amounts shown for an involuntary termination not for cause (Column C), a change in control and termination (Column D), and a disability (Column E) reflect benefits attributable to later commencement due to layoff because of an involuntary termination or the five-month period following the disability event.

If the employment of an executive is terminated due to death (Column F), death benefits become payable to the surviving spouse or, if there is no spouse, to the executive's estate. The present value amounts shown are equal to the actuarial equivalent of the executive's pension benefit (excluding the surviving spouse's benefits) that would have been payable with the Corporation's consent if the executive had retired on the date of death.

Non-Qualified Deferred Compensation includes benefits under the following plans:

The conditions for a payment of benefits under the Supplemental Thrift Program include the attainment of five years of continuous service. For Messrs. Burritt, Matthews and Bruno and Ms. Breves this condition has been met and therefore, this benefit is payable under all termination scenarios. For Mr. Holloway, who has not yet attained five years of continuous service, this benefit is only payable upon death or if his employment is terminated with the consent of the Corporation.

The conditions for a payment of benefits under the Non Tax-Qualified Retirement Account Program include the attainment of three years of continuous service. For Messrs. Burritt, Matthews and Bruno and Ms. Breves this condition has been met and therefore, this benefit is payable under all termination scenarios. For Mr. Holloway, who has not yet attained five years of continuous service, this benefit is only payable upon death or if his employment is terminated with the consent of the Corporation.

The conditions for a payment of benefits under the Supplemental Retirement Account Program include the termination of employment after completing at least 10 years of continuous service or, if earlier, on or after the attainment of age 65. In addition, benefits are not payable if the participant terminates employment prior to age 55 or within 36 months of becoming a participant in the Plan. Because none of the NEOs have met these conditions, this benefit is only payable (i) if the executive's employment is terminated prior to age 65 with the consent of the Corporation or involuntarily terminated other than for cause, or (ii) upon the executive's death.

Mr. Bradley was entitled to payment under each of the non-qualified deferred compensation plans referenced above because he voluntarily terminated his employment with the consent of the Corporation on December 31, 2019.

The amount shown for a change in control and termination (Column D) represents the estimated cost of providing active employee insurance coverage to the executive for a period of 36 months or, if earlier, until the executive's 65th birthday.

The supplemental retirement benefit represents the increase in retirement benefits to an executive in the event of a termination in connection with a change in control (Column D) and is paid pursuant to the CIC Plan (see "Termination Scenarios – Change in Control and Termination," above). For all NEOs, the Supplemental Retirement Benefit is equal to the sum of (i) the Retirement Account contributions that would have been received under the U. S. Steel Savings Plan and the Corporation's related non tax-qualified plans if their employment would have continued for an additional 36 months plus earnings, and (ii) the amount they would have received under the U. S. Steel Savings Plan and the related non tax-qualified plans if they were fully vested on December 31, 2019.

In the event of a termination in connection with a change in control (Column D), the CIC Plan provides for the payment of reasonable costs for outplacement services (two year maximum) for all terminations following an Applicable Event. Gross-up payments are not provided to cover excise taxes imposed under Section 4999 of the Code for an executive who receives compensation under a Change in Control termination scenario (Column D).

We are committed to a compensation program that is internally equitable to motivate our employees to advance the strategy of the Corporation and enhance stockholder value. The disclosure below presents the ratio of annual total compensation of our CEO to the annual total compensation of our Median Employee (defined below), excluding our CEO.

In determining the ratio below, we began by using the same Median Employee identified for purposes of calculating the ratio included in our 2019 proxy statement. We do not believe that there have been any changes in our employee population or employee compensation arrangements that would significantly impact the pay ratio disclosure. The median employee initially was identified based on each employee's annual total cash compensation over the twelve-months ended October 1, 2018 (the "Determination Date"). For purposes of the calculation, total cash compensation includes the following pay elements:

Our calculation includes all full-time, part-time, temporary and seasonal employees of the Corporation and its consolidated subsidiaries employed as of the Determination Date (other than the CEO). Also, included in the data were 129 leased employees employed by third parties for whom we determined the compensation. All of our thirteen employees located in the Czech Republic, France, Germany, United Arab Emirates, Canada and Italy, representing less than 5% of our total employee population, were excluded due to administrative challenges related to collecting the necessary data for these employees. We excluded 3, 3, 3, 1, 2 and 1 employees from the Czech Republic, France, Germany, United Arab Emirates, Canada and Italy, respectively. Our total U.S. employee and non-U.S. employee population (including leased employees), during the twelve-month period ended on the Determination Date was 27,864, which is the number of employees used to determine that the excluded employees represent less than 5% of our total employee population.

We applied a foreign currency exchange rate to all compensation elements paid in currencies other than U.S. dollars.

We determined the Median Employee by: (i) calculating the annual total cash compensation described above for each employee; (ii) ranking the annual total cash compensation of all employees except for the CEO, from lowest to highest; and (iii) identifying the employee with the median total cash compensation (who we refer to as the "Median Employee"). Once the Median Employee was determined, that employee's annual total compensation was calculated in the same manner as the "Total Compensation" shown for our CEO in the "Summary Compensation Table."

The annual total compensation for fiscal year 2019 for our CEO (as reported in the Summary Compensation Table on page 45) was $13,318,357 and for the Median Employee was $72,170. The resulting ratio of our CEO's annual total compensation, calculated as described above, to the annual total compensation of our Median Employee for fiscal year 2019 is 185 to 1.

Pursuant to the authority provided by its charter, the Audit Committee has appointed PricewaterhouseCoopers LLP (PwC) as the independent registered public accounting firm for U. S. Steel for the current fiscal year. Although action by the stockholders in this matter is not required by law or the Corporation's by-laws, the Audit Committee believes that it is appropriate to seek stockholder ratification of this appointment in light of the important role played by the independent registered public accounting firm in maintaining the integrity of the Corporation's financial controls and reporting. If the appointment of PwC is not ratified by the stockholders, the Audit Committee will reconsider its appointment and review its future selection of an independent registered public accounting firm in light of that result. However, the Audit Committee may decide to maintain its appointment of PwC. Even if the appointment is ratified, the Audit Committee may, in its discretion, direct the appointment of a different independent registered public accounting firm at any time during the year if it determines that such change would be in the best interests of the Corporation and our stockholders. PwC has served as the independent auditor (now referred to as the independent registered public accounting firm) of U. S. Steel for many years. We believe that PwC's knowledge of U. S. Steel's business and its organization gained through this period of service is quite valuable. Partners and employees of PwC assigned to the U. S. Steel engagement are periodically rotated, thus giving U. S. Steel the benefit of new thinking and approaches in the audit area.

The Audit Committee annually requests PwC to prepare a self-assessment utilizing the Center for Audit Quality, External Auditor Assessment Tool. This best practice assists the Audit Committee in its oversight role and annual evaluation of PwC to assess the quality of the audit and to recommend the retention of PwC. Based on this assessment, we believe the quality of PwC's services, communication and interaction with the Audit Committee is of a high standard. We expect representatives of PwC to be present at the annual meeting with an opportunity to make a statement if they desire to do so and to be available to respond to appropriate questions.

For fiscal year 2019, PwC performed professional services for U. S. Steel in connection with audits of the financial statements of U. S. Steel, and of U. S. Steel's internal control over financial reporting as of December 31, 2019, and audits of certain subsidiaries and certain pension and other employee benefit plans. PwC has also reviewed quarterly reports and other filings with the Securities and Exchange Commission and other agencies.


2019 Annual Incentive Payout

Executive	Target Award as % of Base Salary(1)		Target Award(2)	Corporate Payout Rate(3)		Actual Amount Awarded(4)

Burritt	150%	$	1,725,000	64%	$	1,449,000
Breves	100%	$	472,723	64%	$	422,748
Matthews	100%	$	570,250	56%	$	376,365
Holloway	80%	$	458,000	64%	$	384,720
Bruno	80%	$	445,000	40%	$	267,000
Bradley	100%	$	700,008	64%	$	0

Performance Measure	How it Works	Rationale/Description

EBITDA*	Determines 75% of corporate payout rate	Financial performance measure intended to focus the organization on operating at sustainable, profitable levels

Cash Conversion Cycle*	Determines 25% of corporate payout rate	Financial liquidity measure intended to focus the organization on the number of days that it takes to convert resource inputs into cash flows

Individual Performance	The Compensation Committee may modify an award by –15% to 30% of the target award based on individual performance	Based on an assessment of the executive's individual performance, including the contribution to overall corporate results and attainment of operational and strategic goals, and the priorities of achieving safety, environmental and financial results, as well as delivering on our critical success factors


2019 AICP Corporate Performance Targets And Results ($ are in Millions)

Performance Measure		Minimum		Target		Maximum		Actual(1)		Payout Result(2)

Cash Conversion Cycle		40 days		32 days		24 days		37 days		69%
EBITDA:
Flat-Rolled	$	415	$	830	$	1,245	$	652		79%
Tubular	$	0	$	70	$	140	$	(21	)	0%
Europe	$	115	$	230	$	345	$	35		0%
Total EBITDA	$	565	$	1,200	$	1,835	$	721		62%

Award Type / Performance Measure	% of LTIP Award	Description	Vesting

Performance-Based Awards Return on Capital Employed (ROCE)	Comprises 30% of LTIP award	Measured over a three-year period, with greater weighting placed on the third year	Vests after three-year performance period if ROCE performance metrics are achieved

Performance-Based Awards Relative TSR	Comprises 30% of LTIP award	Measured over an annual and three-year period; requires above market performance compared to our peer group for target payout to be made	Vests after three-year performance period if annual and three-year TSR performance metrics are achieved

Time-Based RSUs	Comprises 40% of LTIP award	Supports retention and linked to stock price performance	Vests ratably over three years


Long-Term Incentive Awards Granted in 2019

Executive	Target Equity-Based Performance Awards	Restricted Stock Units		Grant Date Fair Value of Equity Awards

Burritt	182,480	133,780	$	8,000,006
Breves	28,520	20,900	$	1,250,127
Matthews	28,520	20,900	$	1,250,127
Holloway	28,520	20,900	$	1,250,127
Bruno	28,520	20,900	$	1,250,127
Bradley	47,900	35,120	$	2,100,020

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		WHAT WE DO						WHAT WE DON'T DO
		• Consider results of 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 • Utilize an independent compensation consultant • Require significant stock ownership of executive officers • Utilize a market based approach (competitive within our peer group) for determining NEO target pay levels • Require a "double trigger" for change in control severance • Provide for clawback of incentive awards if our financial statements are restated • Annually review risks associated with our compensation programs						• 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


2019 Compensation Decisions

2019 Annual Cash Incentive Award: $1,449,000 or 84% of target Mr. Burritt's AICP award is based on achievement of below target performance for total corporate EBITDA and CCC goals, in addition to his individual performance.		2019 Base Salary: $1,200,000 Increased from $1,000,000 in recognition of leadership of very successful 2018 performance; base salary remains below peer group median 2019 AICP Bonus Target: 150% Slight increase from 2018 target of 140% to align with peer group median 2019 Target LTIP Award: $8,000,000 Increased from $6,100,000 in 2018 to provide greater percentage of total compensation in form of long-term awards and set total target direct compensation near peer group median


2019 Compensation Decisions

2019 Annual Cash Incentive Award: $422,740 or 89% of target Ms. Breves' AICP award is based on achievement of below target performance for total corporate EBITDA and CCC goals, in addition to her individual performance. Her AICP award was prorated for the time she served as Senior Vice President – Manufacturing Support & Chief Supply Chain Officer, during which she had an 80% AICP target, and the time she has served as Chief Financial Officer.		2019 Base Salary: $650,000 Increased from $470,000 in 2018 in connection with elevation to CFO role, but remained slightly below peer group median 2019 AICP Bonus Target: 100% Increased in connection with elevation to CFO role in line with peer group median 2019 Target LTIP Award: $1,250,000 Increased in line with peer group median and to provide a greater percentage of total compensation in the form of long-term awards


2019 Compensation Decisions

2019 Annual Cash Incentive Award: $376,365 or 66% of target Mr. Matthews' AICP award is based on achievement of below target performance for total corporate and Flat-Rolled EBITDA goals, below threshold Tubular EBITDA goals and below target CCC goals, in addition to his individual performance.		2019 Base Salary: $580,000 Increased from $541,000 in 2018 in line with peer group median 2019 AICP Bonus Target: 100% Increased from 80% in 2018 in recognition of leadership over the Tubular segment, as well as Industrial, Service Center and Mining Solutions. Mr. Matthews' AICP award is calculated as if he has an 80% target based on CCC and total corporate and NAFR EBITDA goals, and a 20% target based on Tubular EBITDA goals. 2019 Target LTIP Award: $1,250,000 Increased from $1,115,000 in 2018 in line with peer group median and to provide a greater percentage of total compensation in form of long-term awards


2019 Compensation Decisions

2019 Annual Cash Incentive Award: $384,720 or 84% of target Mr. Holloway's AICP award is based on achievement of below target performance for total corporate EBITDA and CCC goals, in addition to his individual performance.		2019 Base Salary: $580,000 Increased from $550,000 in 2018 in recognition of leadership of very successful 2018 performance and in line with peer group median 2019 AICP Bonus Target: 80% Increased from 75% in 2018 to provide greater incentive opportunity for excellent performance 2019 Target LTIP Award: $1,250,000 No change from 2018


2019 Compensation Decisions

2019 Annual Cash Incentive Award: $267,000 or 60% of target Mr. Bruno's AICP award is based on achievement of below target performance for total corporate EBITDA goals, below threshold USSE EBITDA goals and below target CCC goals, in addition to his individual performance.		2019 Base Salary: $580,000 Increased from $485,000 in 2018 in line with peer group median 2019 AICP Bonus Target: 80% Increased from 70% in 2018 in line with peer group median 2019 Target LTIP Award: $1,250,000 Increased from $675,000 in 2018 in line with peer group median and to provide a greater percentage of total compensation in form of long-term awards


TSR Performance Award Goals

Level	2019 Relative TSR Ranking	Award Payout as a % of Target(1)

	<30th percentile	0%
Threshold	30th percentile	50%
Target	55th percentile	100%
Maximum	³80th percentile	200%


2017 TSR Performance Award Payout

	Shares Granted at Target	Payout Rate	Shares vested as a result of payout		Fair Value of Performance Awards Upon vesting

Burritt	52,190	0%	0	$	0
Breves	2,510	0%	0	$	0
Matthews	6,750	0%	0	$	0
Holloway	—	—	—		—
Bruno	3,030	0%	0	$	0
Bradley	13,080	0%	0	$	0

	Value at Target			Delivered Value


Burritt	$	1,476,000	147%	$	2,169,720
Breves	$	124,500	147%	$	183,015
Matthews	$	334,500	147%	$	491,715
Holloway		—	—		—
Bruno	$	150,000	147%	$	220,500
Bradley	$	262,500	147%	$	385,875

Category		Rationale


Financial and Tax Planning Services Stipend		➢ To ensure accurate tax reporting of our compensation programs and promote international assignments

Security Services (Including Transportation)		➢ To protect employees who are the subject of a credible and specific threat on account of his or her role with the Corporation

Club Memberships For Business Purposes		➢ To allow private, off-site location for involvement in the community

Aircraft Usage		➢ To allow the travel time of our Chief Executive Officer and other NEOs to be used productively for the Corporation and for security purposes

Personal Use of Corporate Automobile		➢ Provided where necessary for security purposes

Relocation Benefits		➢ To attract talent from all locations

Executive Physical Stipend		➢ To promote the health of our executives



AK Steel Holding Corporation	Eaton Corporation plc	Parker-Hannifin Corporation

Alcoa Corporation	Freeport-McMoRan Inc.	PPG Industries, Inc.

Allegheny Technologies Incorporated	Illinois Tool Works Inc.	Reliance Steel & Aluminum Co.

Arconic Inc.	Ingersoll-Rand Plc	Steel Dynamics, Inc.

Cleveland-Cliffs Inc.	Lear Corporation	Terex Corporation

Commercial Metals Company	Masco Corporation	Textron Inc.

Cummins Inc.	Navistar International Corporation	The Goodyear Tire & Rubber Company

Eastman Chemical Company	Nucor Corporation	Weyerhaeuser Co.

		Whirlpool Corporation



AK Steel Holding Corporation	Commercial Metals Company	Schnitzer Steel Industries, Inc.

Allegheny Technologies Inc.	Nucor Corporation	Steel Dynamics Inc.

Carpenter Technology Corporation	Olympic Steel Inc.	TimkenSteel Corporation

Cleveland-Cliffs Inc.	Reliance Steel & Aluminum Co.	Worthington Industries, Inc.

Executive		Ownership Requirement*


Burritt		6x base salary
Breves		3x base salary
Matthews		3x base salary
Holloway		3x base salary
Bruno		3x base salary
Bradley		3x base salary

Name		Salary(2) ($)														Total ($)


David B. Burritt	2019	$	1,150,000	—		$	8,000,006	—		$	3,618,720	—		$	549,631	$	13,318,357
President & Chief	2018	$	1,000,000	—		$	6,099,985	—		$	4,270,800	—		$	219,288	$	11,590,073
Executive Officer	2017	$	929,710	—		$	2,459,987	$	983,960	—		—		$	320,543	$	4,694,200

Christine S. Breves	2019	$	563,889	—		$	1,250,127	—		$	605,763	—		$	149,752	$	2,569,531
Senior Vice President & Chief Financial Officer

Douglas R. Matthews	2019	$	570,250	$	75,000	$	1,250,127	—		$	868,080	$	825,285	$	157,625	$	3,746,367
Senior Vice President -	2018	$	541,000	—		$	1,115,061	—		$	1,418,826	$	892,526	$	127,090	$	4,094,503
Chief Commercial & Technology Officer, Tubular & Mining Solutions	2017	$	541,000	—		$	557,285	$	222,954	$	409,429	$	162,208	$	162,752	$	2,055,628

Duane D. Holloway	2019	$	572,500	—		$	1,250,127	—		$	384,720	—		$	758,258	$	2,965,605
Senior Vice President, General Counsel, Chief Ethics & Compliance Officer and Corporate Secretary	2018	$	390,675	$	250,000	$	1,249,888	—		$	548,507	—		$	83,725	$	2,522,795

James E. Bruno	2019	$	556,250	—		$	1,250,127	—		$	487,500	—		$	564,697	$	2,858,574
Senior Vice President - European Solutions and President, USSK

Kevin P. Bradley	2019	$	700,008	—		$	2,100,020	—		$	385,875	—		$	1,716,450	$	4,902,353
Former Executive Vice	2018	$	700,008	—		$	2,099,904	—		$	1,092,012	—		$	177,275	$	4,069,199
President & Chief Financial	2017	$	300,003	$	125,000	$	437,707	$	174,918	$	273,003	—		$	56,382	$	1,367,013
Officer


		ALL OTHER COMPENSATION IN 2019

Name		U. S. Steel Savings Plan Contributions(a)		Non Qualified Defined Contribution Plan Accruals(b)		International Tax Gross Ups & Reimbursements(c)		Separation Payments(d)		Perquisites(e)		TOTAL

Burritt	$	34,333	$	355,185		—			$	160,113	$	549,631
Breves	$	34,100	$	103,019		—			$	12,633	$	149,752
Matthews	$	26,627	$	119,795		—			$	11,203	$	157,625
Holloway	$	34,517	$	95,119		—			$	628,622	$	758,258
Bruno	$	28,698	$	100,590	$	386,936			$	48,473	$	564,697
Bradley	$	39,200	$	155,122			$	1,517,128	$	5,000	$	1,716,450


				Estimated Future Payouts Under Non-Equity Incentive Plan Awards(3)					Estimated Future Payouts Under Equity Incentive Plan Awards(6)			All Other Stock Awards: Number of Shares of Stock or		Closing Price on Grant		Grant Date Fair Value of Stock

Name	Plan Name(1)	Grant Date(2)		Threshold(4) ($)		Target ($)		Maximum(5) ($)	Threshold (#)	Target (#)	Maximum (#)	Units(7) (#)		Date ($/Share)		Awards(8) ($)

Burritt	AICP	2/26/2019	$	862,500	$	1,725,000	$	3,967,500	—	—	—	—		—		—
	LTIP	2/26/2019		—		—		—	91,240	182,480	364,960	133,780	$	23.90	$	8,000,006

Breves	AICP	2/26/2019	$	236,361	$	472,722	$	1,087,261	—	—	—	—		—		—
	LTIP	2/26/2019		—		—		—	14,260	28,520	57,040	20,900	$	23.90	$	1,250,127

Matthews	AICP	2/26/2019	$	285,125	$	570,250	$	1,311,575	—	—	—	—		—		—
	LTIP	2/26/2019		—		—		—	14,260	28,520	57,040	20,900	$	23.90	$	1,250,127

Holloway	AICP	2/26/2019	$	229,000	$	458,000	$	1,053,400	—	—	—	—		—		—
	LTIP	2/26/2019		—		—		—	14,260	28,520	57,040	20,900	$	23.90	$	1,250,127

Bruno	AICP	2/26/2019	$	222,500	$	445,000	$	1,023,500	—	—	—	—		—		—
	LTIP	2/26/2019		—		—		—	14,260	28,520	57,040	20,900	$	23.90	$	1,250,127

Bradley	AICP	2/26/2019	$	350,004	$	700,008	$	1,610,018	—	—	—	—		—		—
	LTIP	2/26/2019		—		—		—	23,950	47,900	95,800	35,120	$	23.90	$	2,100,020

Name				Option Exercise Price ($)				Market Value of Shares or Units of Stock That Have Not Vested(3) ($)


Burritt	2/24/2015	18,260	—	$	24.780	2/24/2025
	5/31/2016	47,834	—	$	14.780	5/31/2026
	2/28/2017	20,013	10,007	$	39.265	2/28/2027	4,670	$	53,285	16,660	—
	5/31/2017	29,020	14,510	$	20.690	5/31/2027	6,994	$	79,802	35,530	—
	2/27/2018						36,980	$	421,942	28,650	—
	2/27/2018									41,600	—
	2/26/2019						133,780	$	1,526,430	82,150	—
	2/26/2019									100,330	—

Breves	5/27/2014	2,217	—	$	24.285	5/27/2024
	2/24/2015	8,270	—	$	24.780	2/24/2025
	5/31/2016	7,214	—	$	14.780	5/31/2026
	2/28/2017	3,020	1,510	$	39.265	2/28/2027	704	$	8,033	2,510	—
	5/31/2017						6,000	$	68,460
	2/27/2018						4,094	$	46,713	3,170	—
	2/27/2018									4,600	—
	2/26/2019						20,900	$	238,469	12,840	—
	2/26/2019									15,680	—

Matthews	5/25/2010	7,680	—	$	45.650	5/25/2020
	5/31/2011	10,730	—	$	45.805	5/31/2021
	5/29/2012	19,960	—	$	22.305	5/29/2022
	5/28/2013	22,080	—	$	25.000	5/28/2023
	5/27/2014	22,450	—	$	24.285	5/27/2024
	2/24/2015	22,210	—	$	24.780	2/24/2025
	5/31/2016	29,090	—	$	14.780	5/31/2026
	2/28/2017	8,113	4,057	$	39.265	2/28/2027	1,894	$	21,611	6,750	—
	2/27/2018						6,760	$	77,132	5,240	—
	2/27/2018									7,600	—
	2/26/2019						20,900	$	238,469	12,840	—
	2/26/2019									15,680	—

Holloway	4/30/2018						10,034	$	114,488	8,720	—
	4/30/2018									11,290	—
	2/26/2019						20,900	$	238,469	12,840	—
	2/26/2019									15,680	—

Bruno	2/24/2015	8,270	—	$	24.780	2/24/2025
	5/31/2016	10,820	—	$	14.780	5/31/2026
	2/28/2017	3,640	1,820	$	39.265	2/28/2027	850	$	9,699	3,030	—
	2/27/2018						4,094	$	46,713	3,170	—
	2/27/2018									4,600	—
	2/26/2019						20,900	$	238,469	12,840	—
	2/26/2019									15,680	—

Bradley	8/1/2017	10,486	2,185	$	23.095	12/31/2024	1,053	$	12,015	13,080	—
	2/27/2018						5,306	$	60,541	6,573	—
	2/27/2018									9,547	—
	2/26/2019						9,755	$	111,305	7,187	—
	2/26/2019									8,780	—


	Option Awards		Stock Awards

Name	Number of Shares Acquired on Exercise (#)	Value Realized on Exercise ($)	Number of Shares Acquired on Vesting (#)		Value Realized on Vesting(1) ($)

Burritt	—	—	128,853	$	2,874,719
Breves	—	—	17,653	$	403,570
Matthews	—	—	45,290	$	1,032,794
Holloway	—	—	5,016	$	78,902
Bruno	—	—	62,165	$	1,270,932
Bradley	—	—	8,893	$	190,187

Name	Plan Name		Present Value of Accumulated Benefit(2) ($)


Matthews	U. S. Steel Pension Plan	25	$	1,457,098
	Non Tax-Qualified Pension Plan	25	$	1,185,285
	Supplemental Pension Program	25	$	2,563,520
	Letter Agreement	25	$	928,481
	Total		$	6,134,384

Executive	Plan Name	2019 Company Contributions/ Accruals(1)		2019 Aggregate Earnings(2)			2019 Year-End Aggregate Balance


Burritt	Supplemental Thrift Program	$	55,917	$	(66,185	)	$	152,371
	Non Tax-Qualified Retirement Account Program	$	76,500	$	52,920		$	397,774
	Supplemental Retirement Account Program	$	222,768	$	85,214		$	630,622
	Total	$	355,185	$	71,949		$	1,180,767

Breves	Supplemental Thrift Program	$	20,983	$	(20,663	)	$	51,758
	Non Tax-Qualified Retirement Account Program	$	26,681	$	15,572		$	122,311
	Supplemental Retirement Account Program	$	55,356	$	27,885		$	200,069
	Total	$	103,020	$	22,794		$	374,138

Matthews	Supplemental Thrift Program	$	23,200	$	(44,010	)	$	93,762
	Non Tax-Qualified Retirement Account Program	$	32,860	$	21,884		$	144,828
	Supplemental Retirement Account Program	$	63,735	$	32,749		$	204,750
	Total	$	119,795	$	10,623		$	443,340

Holloway	Supplemental Thrift Program	$	20,300	$	(3,963	)	$	22, 250
	Non Tax-Qualified Retirement Account Program	$	28,196	$	4,225		$	41,967
	Supplemental Retirement Account Program	$	46,623	$	7,268		$	53,891
	Total	$	95,119	$	7,530		$	118,108

Bruno	Supplemental Thrift Program	$	23,200	$	(22,509	)	$	56,477
	Non Tax-Qualified Retirement Account Program	$	28,758	$	19,958		$	132,356
	Supplemental Retirement Account Program	$	48,632	$	21,392		$	136,422
	Total	$	100,590	$	18,841		$	325,255

Bradley	Supplemental Thrift Program	$	26,600	$	(9,453	)	$	36,448
	Non Tax-Qualified Retirement Account Program	$	35,701	$	9,388		$	79,235
	Supplemental Retirement Account Program	$	92,821	$	17,530		$	132,051
	Total	$	155,122	$	17,465		$	247,734

Potential Payments Upon Termination

		A			B			C			D			E			F
Executive	Component	Voluntary Termination (with Consent) or Retirement(1)			Voluntary Termination (Without Consent) or Involuntary Termination (For Cause)			Involuntary Termination (Not for Cause)(2)			Change in Control and Termination(2)			Disability(3)			Death

Burritt	Severance & Compensation Elements
	Cash Severance		—			—			$	410,000		$	1,325,000		—			—
	Short-Term Incentive		$	1,449,000		—			$	1,449,000		—			$	1,449,000		$	1,449,000
	Stock Options (Unvested)(4)		—			—			—			—			—			—
	Restricted Stock Units(4)		$	2,081,459		$	2,081,459		$	2,081,459		$	2,081,459		$	2,081,459		$	2,081,459
	Performance Awards(5)		$	2,169,720		$	2,169,720		$	2,169,720		$	5,648,858		$	2,169,720		$	2,169,720

	Benefits

	Non-Qualified Deferred Compensation		$	1,180,767		$	550,144		$	1,180,767		$	1,180,767		$	1,180,767		$	1,180,767
	Welfare Benefits		—			—			—			$	1,326		—			—
	Supplemental Retirement Benefit(7)		—			—			—			$	865,691		—			—

	TOTAL		$	6,880,946		$	4,801,323		$	7,240,946		$	11,103,101		$	6,880,946		$	6,880,946

Breves	Severance & Compensation Elements
	Cash Severance		—			—			$	245,000		$	1,116,000		—			—
	Short-Term Incentive		$	422,748		—			$	422,748		—			$	422,748		$	422,748
	Stock Options (Unvested)(4)		—			—			—			—			—			—
	Restricted Stock Units(4)		$	293,215		$	293,215		$	352,170		$	361,675		$	361,675		$	361,675
	Performance Awards(5)(6)		$	183,015		$	183,015		$	183,015		$	625,723		$	183,015		$	183,015

	Benefits

	Non-Qualified Deferred Compensation		$	374,138		174,070			$	374,138		$	374,138		$	374,138		$	374,138
	Welfare Benefits		—			—			—			$	27,871		—			—
	Supplemental Retirement Benefit(7)		—			—			—			$	374,077		—			—

	TOTAL		$	1,273,116		$	650,300		$	1,577,071		$	2,879,484		$	1,341,576		$	1,341,576



		(Dollars in millions)
		2019		2018

Audit(1)	$	5.7	$	4.8

Audit-Related(2)	$	0.3	$	0.4

Tax	$	—	$	—

All Other	$	0.1	$	—

Total	$	6.1	$	5.2


		Murry S. Gerber, Chairman John J. Engel John V. Faraci Paul A. Mascarenas Michael H. McGarry Eugene B. Sperling


Fiscal Year	Options Granted	RSUs Granted	Performance Awards Earned(1)	Total Granted/ Earned(2)	Weighted Average Common Stock Outstanding	Burn Rate

2017	647,780	348,040	0	1,343,860	174,793,000	0.77%
2018	0	824,195	150,133	1,948,656	176,633,000	1.10%

2019	0	1,005,500	384,664	2,780,328	171,418,000	1.62%

					3-Year Average	1.16%


Stock Awards Granted Under the 2016 Plan

Name and Position	Stock Options Granted	Restricted Stock Units Granted(1)	Performance Awards Granted(2)	Total of all Columns Granted

David B. Burritt President & Chief Executive Officer	145,300	617,150	1,090,800	1,853,250
Christine S. Breves Senior Vice President & Chief Financial Officer	15,350	130,370	218,920	364,640
Douglas R. Matthews Senior Vice President – Chief Commercial & Technology Officer, Tubular & Mining Solutions	41,260	107,930	177,840	327,030
Duane D. Holloway Senior Vice President, General Counsel, Chief Ethics & Compliance Officer and Corporate Secretary	0	94,870	192,180	287,050
James E. Bruno Senior Vice President, European Solutions and President, USSK	16,280	109,995	167,700	293,975
Kevin P. Bradley Former Executive Vice President & Chief Financial Officer	15,730	61,800	170,320	247,850
Executive Officers (excluding named above) as a Group (4 People)	57,560	251,680	396,520	705,760
Non-Employee Director Group	0	388,124	0	388,124

All Employees (excluding Executive Officers) as a Group	1,689,510	4,429,112	1,170,866	7,289,488



Name	Shares Beneficially Owned*	Notes

Kevin P. Bradley	172,159	Includes 10,486 shares that may be acquired upon exercise of outstanding options that are or will become exercisable within 60 days of March 2, 2020

Christine S. Breves	181,543	Includes 22,231 shares that may be acquired upon exercise of outstanding options that are or will become exercisable within 60 days of March 2, 2020

James E. Bruno	150,995	Includes 24,550 shares that may be acquired upon exercise of outstanding options that are or will become exercisable within 60 days of March 2, 2020

David B. Burritt	870,781	Includes 125,134 shares that may be acquired upon exercise of outstanding options that are or will become exercisable within 60 days of March 2, 2020

Patricia Diaz Dennis	46,395	Includes 45,385 Common Stock Units granted under the Deferred Compensation Program for Non-Employee Directors that are convertible into shares of common stock upon departure from the Board

Dan O. Dinges	81,660	Includes 79,660 Common Stock Units granted under the Deferred Compensation Program for Non-Employee Directors that are convertible into shares of common stock upon departure from the Board

John J. Engel	64,313	Includes 62,313 Common Stock Units granted under the Deferred Compensation Program for Non-Employee Directors that are convertible into shares of common stock upon departure from the Board

John V. Faraci	21,017	Includes 19,017 Common Stock Units granted under the Deferred Compensation Program for Non-Employee Directors that are convertible into shares of common stock upon departure from the Board

Murry S. Gerber	195,255	Includes 57,055 Common Stock Units granted under the Deferred Compensation Program for Non-Employee Directors that are convertible into shares of common stock upon departure from the Board

Stephen J. Girsky	63,394	Includes 55,048 Common Stock Units granted under the Deferred Compensation Program for Non-Employee Directors that are convertible into shares of common stock upon departure from the Board

Duane D. Holloway	92,364

Jeh C. Johnson	0

Paul A. Mascarenas	44,654	Includes 44,654 Common Stock Units granted under the Deferred Compensation Program for Non-Employee Directors that are convertible into shares of common stock upon departure from the Board

Douglas R. Matthews	342,999	Includes 146,370 shares that may be acquired upon exercise of outstanding options that are or will become exercisable within 60 days of March 2, 2020

Michael H. McGarry	19,265	Includes 16,765 Common Stock Units granted under the Deferred Compensation Program for Non-Employee Directors that are convertible into shares of common stock upon departure from the Board

Eugene B. Sperling	28,367	Includes 26,367 Common Stock Units granted under the Deferred Compensation Program for Non-Employee Directors that are convertible into shares of common stock upon departure from the Board

David S. Sutherland	162,998	Includes 150,903 Common Stock Units granted under the Deferred Compensation Program for Non-Employee Directors that are convertible into shares of common stock upon departure from the Board

Patricia A. Tracey	70,136	Includes 68,478 Common Stock Units granted under the Deferred Compensation Program for Non-Employee Directors that are convertible into shares of common stock upon departure from the Board

All Director Nominees and Executive Officers as a group (22 persons)	2,968,880	Includes 410,481 shares that may be acquired upon exercise of outstanding options that are or will become exercisable within 60 days of March 2, 2020. The total number of shares beneficially owned by all directors and executive officers as a group constitutes approximately 1.7% of the outstanding shares of common stock of U. S. Steel.



Class	Name and Address of Beneficial Owner	Amount and Nature of Beneficial Ownership	Percent of Class

U. S. Steel Common Stock	The Vanguard Group(1) 100 Vanguard Blvd. Malvern, PA 19355	15,765,363	9.27%

U. S. Steel Common Stock	Blackrock, Inc.(2) 55 East 52nd Street New York, NY 10055	15,178,302	8.9%

U. S. Steel Common Stock	Dimensional Fund Advisors LP(3) Building One 6300 Bee Cave Road Austin, TX 78746	10,566,936	6.21%

U. S. Steel Common Stock	Renaissance Technologies LLC(4) 800 Third Avenue New York, NY 10022	8,534,700	5.02%

Proposal	Voting Options and Board Recommendation	Voting Standard	Effect of Abstentions(1)	Effect of Broker non- Votes(2)


Item 1: Election of Directors	FOR, AGAINST or ABSTAIN (for each nominee for director) The Board recommends a vote FOR each of the nominees for director	Majority of votes cast	No effect – not counted as a vote	No effect – broker non-votes are not permitted

Item 2: Advisory Vote on Executive Compensation	FOR, AGAINST, or ABSTAIN The Board recommends a vote FOR the advisory vote on executive compensation	Majority of votes cast	No effect – not counted as a vote	No effect – broker non-votes are not permitted

Item 3: Ratification of the Appointment of PricewaterhouseCoopers LLP as our Independent Registered Public Accounting Firm	FOR, AGAINST, or ABSTAIN The Board recommends a vote FOR the ratification	Majority of votes cast	No effect – not counted as a vote	The organization that holds shares of beneficial owners may vote in their discretion

Item 4: Approval of the Amended and Restated 2016 Omnibus Incentive Compensation Plan, being amended to Issue Additional Shares	FOR, AGAINST, or ABSTAIN The Board recommends a vote FOR the approval of the amended and restated 2016 Omnibus Incentive Compensation Plan	Majority of votes cast	Counts as a vote AGAINST the proposal	No effect – broker non-votes are not permitted


		By order of the Board of Directors,
		Duane D. Holloway Senior Vice President, General Counsel, Chief Ethics & Compliance Officer and Corporate Secretary March 13, 2020

(Dollars in millions)	Year Ended December 31, 2019



Reconciliation to Adjusted EBITDA

Net loss attributable to United States Steel Corporation	$	(630	)

Income tax provision		178

Net interest and other financial costs		222

Depreciation, depletion and amortization expense		616

EBITDA		386

December 24, 2018 Clairton Coke making facility fire		50

Restructuring and other charges		275

Adjusted EBITDA	$	711