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United States Steel Corporation 2021 Proxy Statement 1 Proxy Summary Election of Directors

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United States Steel Corporation 2021 Proxy Statement 1 Proxy Summary Election of Directors Notice of Annual Meeting of Stockholders and Proxy Statement VIRTUAL STOCKHOLDER MEETING Tuesday, April 27, 2021 8:00 a.m. Eastern Time Best of BothSM Growth Strategy CREATING LONG-TERM STOCKHOLDER VALUE In 2018 we launched our Best of Both strategy to become the best steel company by leveraging the advantages of integrated steelmaking—iron ore and product innovation–with the advantages of mini mills–process innovation and cost efficiency. Our strategy is to create long-term stockholder value by pursuing a business model that is resilient to market volatility and is profitable through the business cycle. – 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 Our Strategy Supports Customers With: TALENTED POWERFUL TRANSFORMATIVE BEST OF PEOPLE. PARTNERSHIPS. SOLUTIONS. BOTH. Creating an environment of Collaborative teams who Continuously reimagining Offering the best of both innovation and creativity, understand our customers’ what steel can be and integrated and mini mill filling it with talented people objectives and become an creating transformative technology to deliver what and then empowering them indispensable extension of solutions that help our customers need, when to do what they do best. their capabilities. customers create new and where they need it. products for the next generation. U. S. Steel Tower 600 Grant Street Notice of 2021 Pittsburgh, PA 15219 Annual Meeting of Stockholders Items of Business: Stockholders are being asked to vote on the following proposals: When: Proposal 1: Tuesday, April 27, 2021, 8:00 a.m. Eastern Time To elect eleven directors nominated by our Board of Directors Record Date: Proposal 2: March 1, 2021 To consider and act on an advisory vote regarding the approval of Where: compensation paid to certain executive officers Virtual Meeting Proposal 3: www.virtualshareholdermeeting.com/X2021 To ratify the appointment of PricewaterhouseCoopers LLP as the Corporation’s independent public registered accounting firm Proposal 4: Your Vote Matters: How to Vote To approve the Amended and Restated 2016 Omnibus Incentive Compensation Plan, which is being amended to request additional Online shares Prior to the Annual Meeting, visit Your vote is important, and you are encouraged to vote promptly www.proxyvote.com and use the control number that appears on your proxy card when whether or not you plan to virtually attend the 2021 Annual Meeting you access the webpage. of Stockholders. This proxy statement is provided in connection with a solicitation of Mail proxies by the Board of Directors of United States Steel Corporation (the Complete and sign the proxy card and return it in the enclosed postage pre-paid envelope. “Board”) to be used at the Annual Meeting of Stockholders to be held on Tuesday, April 27, 2021 at 8:00 a.m., Eastern Time, and at any Phone adjournment or postponement thereof (the “Annual Meeting”). This If your shares are held in the name of a broker, proxy statement is first being provided to our stockholders on or about bank or other nominees, follow the telephone March 12, 2021. voting instructions provided on your voting instruction card. If your shares are registered in your name, call 1-800-690-6903 and follow BY ORDER OF THE BOARD OF DIRECTORS the telephone voting instructions. You will need the 16-digit control number that appears on your proxy. At the Meeting Stockholders as of March 1, 2021 (the “record Megan A. Bombick date”) may attend the virtual Annual Meeting Associate General Counsel and Corporate Secretary and vote by using the 16-digit control number found on the proxy card, voting instructions or March 12, 2021 notice you previously received. Important Notice Regarding the Availability of Proxy Materials for the 2021 Annual Meeting of Stockholders to be held on Tuesday, April 27, 2021: Our Proxy Statement and 2020 Annual Report are available free of charge on our website at www.ussteel.com or www.proxyvote.com. U. S. Steel Tower 600 Grant Street Pittsburgh, PA 15219 March 12, 2021 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, especially throughout these unprecedented times. As we reflect on the past year, we know 2020 was a year of great loss and suffering. The scourge of the pandemic impacted us all, and we are grateful for the dedication and sacrifice of the health care workers, essential service workers, front line employees, and global leaders that kept us safe and our economy resilient. We hope all of you and your loved ones remain safe and healthy throughout this health crisis. DAVID B. BURRITT President & CEO 2020 was also a year of great resiliency, community and innovation across the globe, including at U. S. Steel. In its 120-year history, U. S. Steel has been an icon of American industry and has sustained itself through national and global crises. This past year proved no different, as we were tested by the global pandemic and its far-reaching impact. We emerged from 2020 stronger, more focused on our customers, confident in the future, and on a trajectory towards sustainable change. We completed 2020 with a 48% total shareholder return for the year, and we are well poised to generate long-term value for years to come. At the onset of the pandemic, we quickly implemented our crisis response plan and articulated our priorities throughout our organization and to our stakeholders: protect lives and livelihoods; prioritize cash and liquidity; and remain focused, but flexible, in achieving our Best of Both strategy to secure our future. Guided by our S.T.E.E.L. Principles, these goals were the anchor in all our decision-making. Shortly before penning this letter, we announced that U. S. Steel completed the acquisition of Big River Steel and executed on the cornerstone of our Best of Both strategy to produce the most advanced sustainable steel products. Adding Big River Steel to our footprint propels us forward in all of our critical success factors–moving up the talent curve, moving down the cost curve and winning in strategic markets–as well as towards achievement of our sustainability goals. We proved to ourselves and our stakeholders that despite the severe market downturn, our strategy is the right one for U. S. Steel and our stockholders, and we have a strong and resilient business foundation in place upon which to execute, even in a volatile and uncertain market environment. PROTECTING LIVES AND LIVELIHOODS Safety First has always been the north star by which we operate, and while the pandemic created a new set of health and safety issues to address, our strong safety culture and processes already in place allowed us to respond quickly and effectively. As a critical infrastructure industry, U. S. Steel was deemed an essential industry and we continued to operate in the U.S. and Slovakia, without disruption for the entirety of 2020. Ensuring our employees had the information and equipment necessary to protect themselves was a top priority. We immediately implemented enhanced sanitization protocols, provided necessary protective equipment, and issued regular and consistent communications. For our employees who work in our administrative offices and headquarters, we quickly moved to a full-time work from home schedule, a cultural and technological shift that was completed in a matter of weeks. Many of the changes we made to respond to the pandemic will likely remain part of our culture, as we’ve discovered that we can be physically distant but socially connected and incredibly productive. We’re also using technology to connect with our customers, as well as engage our employees. We are leveraging technology to work smarter, safer and more sustainably. You can read more about our health and safety response to the pandemic on page 7. We also remained focused on our day-to-day safety measures. Our robust safety management system serves as the foundation for our operations. In 2020, we achieved a record-breaking safety performance, with 0.07 Days Away from Work. This remarkable performance bests industry standards and is a testament to the commitment of our employees to achieve a zero-injury environment. PRIORITIZING CASH AND LIQUIDITY Market uncertainty and demand challenges in 2020 also necessitated financial discipline. During the first and second quarters, many of our large automotive customers had stopped production due to the pandemic. Other industry customers were experiencing significant decline in demand, and our Tubular customers were dealing with disruptions in the oil and gas market. We were on a path to use a significant amount of cash, but quickly focused the organization around difficult but necessary decisions to temporarily idle facilities, pursue working capital actions and reduce capital spending. We were also able to monetize certain excess and non-core assets to generate additional cash by selling real estate and entering into long-term iron ore pellet supply agreements. By taking these disciplined actions and focusing on ensuring sufficient balance sheet strength, we were able to navigate the market decline and emerged 2020 in a much stronger cash and liquidity position than expected, able to execute our strategy and respond to our customers’ changing needs. REMAINING FOCUSED, BUT FLEXIBLE, IN ACHIEVING OUR BEST OF BOTH STRATEGY We remained unwavering in our commitment to achieve our Best of Both strategy. In 2019, we took the first step in uniting the most advantageous elements of the integrated and mini mill technologies by taking a minority interest in Big River Steel. We completed 2020 by exercising our option to purchase the remaining interest in Big River.
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