ºÚÁϳԹÏÍø

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.      )

(Name of Registrant as Specified in its Charter)
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

 

2023 Performance
Highlights

We made significant progress on our long-term strategic goals to transition to a Best for All® future in 2023. We achieved this by investing in Best for All advanced technology and products to expand our competitive advantages, enhancing our sustainability program to support our environmental stewardship goals and those of our customers, and ensuring we have a talented and diverse workforce to lead and execute our business plans.

BEST FOR ALL FUTURE

 

 

A Message from our

Board Chair

Sincerely,

David S. Sutherland

Board Chair

 

 

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

Notice of 2024
Annual Meeting
of Stockholders

​	When:	​
​	Tuesday, April 30, 2024, 12:00 p.m. Eastern Time	​
​	Record Date:	​
​	March 4, 2024	​
​	Where:	​
​	Virtual Meeting www.virtualshareholdermeeting.com/X2024	​

​

Your Vote Matters: How to Vote

​

​		​	​	Online	​
			​	Prior to the Annual Meeting, visit www.proxyvote.com and use the 16-digit control number that appears on your proxy card when you access the webpage.	​

​		​	​	Mail	​
			​	Complete and sign the proxy card and return it in the enclosed postage pre-paid envelope.	​

​		​	​	Phone	​
			​	If your shares are held in the name of a broker, bank or other nominees, follow the telephone voting instructions provided on your voting instruction card. If your shares are registered in your name, call 1-800-690-6903 and follow the telephone voting instructions. You will need the 16-digit control number that appears on your proxy.	​

​		​	​	At the Meeting	​
			​	Stockholders as of March 4, 2024 (the “Record Date”) may attend the virtual Annual Meeting and vote by using the 16-digit control number found on the proxy card, voting instructions or notice you previously received.	​

Important Notice Regarding the Availability of Proxy Materials for the 2024 Annual Meeting of Stockholders to be held on Tuesday, April 30, 2024: Our Proxy Statement and 2023 Annual Report are available free of charge on our website at www.ussteel.com or www.proxyvote.com.

 

Dear Fellow U. S. Steel
Stockholders

March 15, 2024

U. S. Steel achieved excellent financial and operational results, continued to advance its strategic initiatives and delivered strong returns to stockholders in 2023.

Less than three years ago, we launched our Best for All® strategy, to provide our customers with profitable steel solutions while creating a more sustainable future for all our stakeholders. The foundation of Best for All is a business model that is resilient to market volatility and is profitable through the business cycle. Thanks to the strategic investments executed by our management, and supported by our Board of Directors, we are already reaping the benefits of this strategy… and this is just the beginning. We delivered strong financial results yet again despite the ups and downs in the market we saw in 2023, including ongoing geopolitical conflict and global financial uncertainty. We remained focused on operating safely and fulfilling our commitments to our customers, and in doing so achieved key commercial, strategic and financial goals.

2023 also marked a significant turning point for U. S. Steel. Our Board of Directors undertook a review of strategic alternatives for the company throughout the second half of the year. This robust review culminated in the transaction agreement with Nippon Steel Corporation (NSC) and Nippon Steel North America, Inc. (NSNA), expected to close later this year(1). This transaction represents an exciting, new chapter for both iconic corporations, and combines cutting-edge technologies across NSC and U. S. Steel to advance innovation and deliver high-grade steel products, such as electrical steel and automotive flat steel, to customers around the world. NSC and U. S. Steel will share their world-leading technologies and manufacturing capabilities to be at the forefront of innovation and digital transformation in steelmaking for the benefit of our customers. The transaction also maintains the signature branding of U. S. Steel and preserves its important history in American industry. The future for U. S. Steel is bright.

“SAFETY FIRST” ENGRAINED IN CULTURE

“Safety first” has been our mantra since we coined the phrase more than 100 years ago. But at U. S. Steel, “safety first” is more than just words — it is our reality, and we have the record to prove it. For the fifth year in a row, we have set a new enterprise-wide safety record with a 0.04 OSHA Days Away from Work (DAFW) rate. Particularly noteworthy are the safety performances in our ºÚÁϳԹÏÍøK operations, where they have achieved three years without a days away from work case — a truly exemplary record. This strong safety culture is a direct result of our employees prioritizing their own safety and the safety of their co-workers. Safety is part of who we are as a company. Our focus on safety goes beyond the physical safety of our employees, and we seek to create workplaces that are physically and psychologically safe for all. We continue to march towards our goal to make injury-free work environments a reality.

STRATEGIC INVESTMENTS PROGRESS ON-TIME AND ON-BUDGET

The lifeblood of our Best for All strategy is our suite of strategic investments across our operations, which will help us excel in our core competitive advantages: mini mill steelmaking, low-cost iron ore and best-in-class finishing capabilities.

In 2023, we checked off key milestones in these investments. We commissioned the non-grain oriented (NGO) electrical steel line on time and on budget at our Big River Steel Works facility in Osceola, Arkansas. This line has the capacity to produce more tons of NGO electrical steel per year in the United States than any other domestic steelmaker, and boasts the lightest gauges, widest widths and biggest coils in the domestic market, allowing for better energy and operational efficiencies for our customers. The central location drives customer value as it supports

manufacturing concentration in the United States, Canada and Mexico. Most importantly, this line allows our customers to purchase steel mined, melted and made in America, while also helping them meet their own sustainability goals. Our direct reduced-grade float plant at Keetac was also completed in 2023, securing a regional supply chain for key inputs. We expect to keep this momentum going with the projected completion of the rest of our in-flight projects in 2024. Our second mini mill in Osceola, Arkansas, which we call Big River 2, or BR2, is on pace for completion by year end, and is expected to feature two electric arc furnaces with three million tons per year of advanced steelmaking capability utilizing our world-class endless casting and rolling line. We also expect to complete our dual coating line at Big River, which will produce both galvalume steel and hot-dipped galvanizing steel, continuing to advance our customer value proposition.

COMMITMENT TO SUSTAINABILITY — CLIMATE STRATEGY TRANSPARENCY AND DE&I INITIATIVES

In addition to driving customer and stockholder value, our Best for All strategy is focused on providing profitable steel solutions that are sustainable for people and planet. We recognize the importance of sustainability initiatives to our stakeholders, including our customers, stockholders, employees and the communities where we live and work, so we continue to increase transparency on environmental, social and governance (ESG) matters. In 2023, we published our ESG Report, covering progress on our sustainability goals and prepared in accordance with Global Reporting Initiative (GRI) and the Sustainability Accounting Standards Board (SASB) standards. We also issued our updated 2023 Task-Force on Climate-Related Financial Disclosures (TCFD) Report, which provides readers an overview of key climate-related risks and opportunities our Corporation faces.

Of course, none of our success would be possible without our employees. Which is why we are dedicated to fostering a culture of diversity, equity and inclusion, and supporting their generous efforts to enhance our communities through service. Our talent strategy is aligned with our Best for All aspirations and is focused on cultivating a culture of understanding the collective experience of our employees, while moving up the talent curve. Our DE&I Report published in 2023 includes more information about how we enhance inclusion and belonging throughout our organization.

YOUR VOTE MATTERS

We encourage you to read the accompanying proxy statement for more information about U. S. Steel and vote your shares on the proposals discussed in line with the recommendations made by our Board of Directors. In closing, thank you for your continued interest in U. S. Steel. Now let’s get back to work…safely.

David B. Burritt

President & CEO

(1)

For additional information related to the Agreement and Plan of Merger, dated as of December 18, 2023, by and between U. S. Steel, Nippon Steel North America, Inc., 2023 Merger Subsidiary, Inc., and, solely as provided in Section 9.13 therein, Nippon Steel Corporation, please refer to the Definitive Proxy Statement on Schedule 14A filed with the Securities and Exchange Commission on March 12, 2024, and other relevant materials in connection with the proposed transaction that we may file with the SEC containing important information about the proposed transaction.

​

 

Contents

​	Proxy Summary	​	​	​	​	1	​	​
​	Proposal 1: Election of Directors	​	​	​	​	7	​	​
​	Corporate Governance	​	​	​	​	18	​	​
​	Our ESG Framework	​	​	​	​	27	​	​
​	Director Compensation	​	​	​	​	29	​	​
​	Related Person Transactions Policy	​	​	​	​	32	​	​
​	Proposal 2: Advisory Vote on Executive Compensation	​	​	​	​	34	​	​
​	Compensation & Organization Committee Report	​	​	​	​	35	​	​
​	Compensation Discussion and Analysis (see detailed table of contents on page 36)	​	​	​	​	36	​	​
​	Executive Compensation Tables	​	​	​	​	59	​	​
​	Potential Payments Upon Termination or Change in Control	​	​	​	​	67	​	​
​	CEO Pay Ratio	​	​	​	​	75	​	​
​	Pay Versus Performance	​	​	​	​	76	​	​
​	Proposal 3: Ratification of the Appointment of PricewaterhouseCoopers LLC as the Independent Registered Public Accounting Firm	​	​	​	​	79	​	​

​	Audit Fees	​	​	​	​	80	​	​
​	Audit Committee Report	​	​	​	​	80	​	​
​	Stock Ownership of Directors and Executive Officers	​	​	​	​	81	​	​
​	Delinquent Section 16(A) Reports	​	​	​	​	82	​	​
​	Certain Legal Matters	​	​	​	​	82	​	​
​	Stock Ownership of Certain Beneficial Owners	​	​	​	​	82	​	​
​	Questions and Answers About the Annual Meeting and Voting	​	​	​	​	83	​	​
​	Important Additional Information	​	​	​	​	87	​	​
​	Appendix A  –  Use of Non-GAAP Financial Measures	​	​	​	​	A-1	​	​
​	Appendix B  –  Definitions of Compensation Metrics	​	​	​	​	B-1	​	​

 

 

Cautionary note regarding forward-looking statements

This document contains information regarding the Company that may constitute “forward-looking statements,” as that term is defined under the Private Securities Litigation Reform Act of 1995 and other securities laws, that are subject to risks and uncertainties. We intend the forward-looking statements to be covered by the safe harbor provisions for forward-looking statements in those sections. Generally, we have identified such forward-looking statements by using the words “believe,” “expect,” “intend,” “estimate,” “anticipate,” “project,” “target,” “forecast,” “aim,” “should,” “plan,” “goal,” “future,” “will,” “may” and similar expressions or by using future dates in connection with any discussion of, among other things, the construction or operation of new or existing facilities or operating capabilities, the timing, size and form of share repurchase transactions, operating or financial performance, trends, events or developments that we expect or anticipate will occur in the future, statements relating to volume changes, share of sales and earnings per share changes, anticipated cost savings, potential capital and operational cash improvements, changes in the global economic environment, including supply and demand conditions, inflation, interest rates, supply chain disruptions and changes in prices for our products, international trade duties and other aspects of international trade policy, statements regarding our future strategies, products and innovations, statements regarding our greenhouse gas emissions reduction goals, statements regarding existing or new regulations and statements expressing general views about future operating results, as well as statements regarding the proposed transaction with Nippon Steel Corporation, including the timing of the completion of the transaction. However, the absence of these words or similar expressions does not mean that a statement is not forward-looking. Forward-looking statements include all statements that are not historical facts, but instead represent only the Company’s beliefs regarding future goals, plans and expectations about our prospects for the future and other events, many of which, by their nature, are inherently uncertain and outside of the Company’s control. It is possible that the Company’s actual results and financial condition may differ, possibly materially, from the anticipated results and financial condition indicated in these forward-looking statements. Management of the Company believes that these forward-looking statements are reasonable as of the time made. However, caution should be taken not to place undue reliance on any such forward-looking statements because such statements speak only as of the date when made. In addition, forward looking statements are subject to certain risks and uncertainties that could cause actual results to differ materially from the Company’s historical experience and our present expectations or projections. Risks and uncertainties include without limitation: the ability of the parties to consummate the proposed transaction on a timely basis or at all; the timing, receipt and terms and conditions of any required governmental and regulatory approvals of the proposed transaction that could cause the parties to terminate the definitive agreement and plan of merger relating to the proposed transaction (the “Merger Agreement”); the occurrence of any event, change or other circumstances that could give rise to the termination of the Merger Agreement; the possibility that the Company’s stockholders may not approve the proposed transaction; the risks and uncertainties related to securing the necessary stockholder approval; the risk that the parties to the Merger Agreement may not be able to satisfy the conditions to the proposed transaction in a timely manner or at all; risks related to disruption of management time from ongoing business operations due to the proposed transaction; certain restrictions during the pendency of the proposed transaction that may impact the Company’s ability to pursue certain business opportunities or strategic transactions; the risk that any announcements relating to the proposed transaction could have adverse effects on the market price of the Company’s common stock; the risk of any unexpected costs or expenses resulting from the proposed transaction; the risk of any litigation relating to the proposed transaction; and the risk that the proposed transaction and its announcement could have an adverse effect on the ability of the Company to retain customers and retain and hire key personnel and maintain relationships with customers, suppliers, employees, stockholders and other business relationships and on its operating results and business generally; and the risk the pending proposed transaction could distract management of the Company. The Company directs readers to the risks and uncertainties described the Company’s Annual Report on Form 10-K for the year ended December 31, 2023 and those described from time to time in our future reports filed with the Securities and Exchange Commission for other risks associated with the Company’s future performance. These documents contain and identify important factors that could cause actual results to differ materially from those contained in the forward-looking statements. All information in this report is as of the date above. The Company does not undertake any duty to update any forward-looking statement to conform the statement to actual results or changes in the Company’s expectations whether as a result of new information, future events or otherwise, except as required by law. References to (i) “U. S. Steel,” the “Corporation,” the “Company,” “we,” “us,” and “our” refer to ºÚÁϳԹÏÍø and its consolidated subsidiaries unless otherwise indicated by the context and (ii) “Big River Steel” refers to Big River Steel Holdings LLC and its direct and indirect subsidiaries unless otherwise indicated by the context. U. S. Steel does not incorporate into this document the contents of any website or the documents referred to in this proxy statement. Throughout this proxy statement, we refer to certain non-GAAP measures, including EBITDA and adjusted EBITDA. See the reconciliation to the corresponding GAAP measure set forth in Appendix A of this proxy statement. References throughout this document to greenhouse gas (“GHG”) emissions refer to Scope 1 and Scope 2 emissions.

 

​

Proxy Summary​

​

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The Virtual Annual Meeting will be held: Tuesday, April 30, 2024 12:00 p.m. Eastern Time Record Date: March 4, 2024

​

​	​	​	​	​	​	For more information	​	​	Board Recommendation	​
Proposal 1	​	​	Election of Directors	​	​	Page 7	​	​	FOR each Nominee	​
Proposal 2	​	​	Advisory Vote on the Compensation of Named Executive Officers	​	​	Page 34	​	​	FOR	​
Proposal 3	​	​	Ratification of the Appointment of PricewaterhouseCoopers LLP as Independent Registered Public Accounting Firm	​	​	Page 79	​	​	FOR	​

​	STRATEGIC ALTERNATIVES REVIEW PROCESS​				​
​	Following a robust and comprehensive review of strategic alternatives, on December 18, 2023, U. S. Steel entered into an Agreement and Plan of Merger (the “Merger Agreement”), with Nippon Steel North America, Inc., a New York corporation (“Parent”), 2023 Merger Subsidiary, Inc., a Delaware corporation and a wholly owned subsidiary of Parent (“Merger Sub”), and solely as provided in Section 9.13 therein, Nippon Steel Corporation, a Japanese corporation (“Guarantor”), pursuant to which Merger Sub will merge with and into U. S. Steel (the “Merger”) with U. S. Steel surviving the Merger as a wholly-owned subsidiary of Parent. Subject to the terms and conditions set forth in the Merger Agreement, each share of the Company’s common stock, par value $1.00 per share, outstanding immediately prior to the effective time of the Merger (which we refer to as the “Effective Time”) will, at the Effective Time, automatically be converted into the right to receive $55.00 in cash, without interest, subject to any required tax withholding.				​

PROXY SUMMARY ELECTION OF DIRECTORS

ELECTION OF DIRECTORS

The Board is composed of a diverse mix of highly experienced individuals who oversee U. S. Steel’s strategy and business performance. The Board recommends a vote FOR each of the thirteen nominees listed below. All of the nominees are currently serving as directors.

Committee composition shown below is as of the date of this proxy statement.

■ Member   ■ Chair​

 

PROXY SUMMARY SNAPSHOT OF 2024 DIRECTOR NOMINEES

SNAPSHOT OF 2024 DIRECTOR NOMINEES

Our Director nominees possess skills and experiences aligned to our current and future strategy and business needs, and demonstrate a high degree of integrity, ability to exercise sound judgment and an understanding of corporate governance and best practices. Annual Board evaluations also include an assessment of whether the Board has an appropriate mix of skills, experience and other characteristics.

Composition and Diversity of Independent Director Nominees

In addition to an appropriate mix of skills, we seek a diverse Board, including with respect to racial and gender diversity. Accordingly, the Corporate Governance & Sustainability Committee includes, and has any search firm that it engages include, women and minority candidates in the pool from which the Committee selects director candidates. Since 2020, we have doubled the racial and gender diversity of our Board from 23% to 46%.

 

PROXY SUMMARY CORPORATE GOVERNANCE

CORPORATE GOVERNANCE

 

PROXY SUMMARY EXECUTIVE COMPENSATION

EXECUTIVE COMPENSATION

The goal of our executive compensation program is to attract, reward and retain leaders who create long-term value for our stockholders by delivering on objectives that support our long-term strategy. Appropriately motivating and incentivizing our leadership team to ensure continuity through the strategic transformation is a top priority of the compensation program.

To meet this objective and to align our executives’ interests with those of our stockholders, a significant portion of our named executive officers’ (“NEO”) compensation is variable and “at risk”, and total target compensation is aligned at a level competitive with the median of our peer group.

2023 CEO Compensation Decisions and Results

–

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

​

–

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

​

–

2023 target compensation mix consistent with prior year’s target compensation mix; total target direct compensation aligned with peer group median

​

CEO 2023 TARGET COMPENSATION

NEO 2023 AVERAGE TARGET COMPENSATION

 

PROXY SUMMARY EXECUTIVE COMPENSATION

Compensation Governance Practices

The Compensation Committee, which consists solely of independent directors, has implemented the following best practices for our executive compensation program:

 

Proposal 1:
Election of Directors

​	Stockholders are being asked to elect thirteen director nominees for a one-year term.	​
​		​
​		​

​	Board Recommendation:				​
​		​	​	The Board of Directors recommends a vote “FOR” the election of each nominee.	​
​		​	​	​	​

At the Annual Meeting, thirteen director nominees are up for election for a one-year term. Each nominee elected will serve until our next annual meeting of stockholders and until such nominee’s successor is duly elected and qualified. All of the nominees are presently members of the Board of Directors. The Board recommends that stockholders vote FOR the election of all thirteen nominees.

MAJORITY VOTE

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

–

If an incumbent director fails to receive a majority of the votes cast in an election that is not a contested election, the director must tender an irrevocable offer to resign from the Board, and then Corporate Governance & Sustainability Committee, or another independent committee designated by the Board of Directors, must make a recommendation to the Board as to whether to accept or reject the offer of resignation of the incumbent director, or to take other action. The director would continue to serve on the Board until the director’s successor is duly elected and qualified or until the director’s earlier resignation or removal.

​

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

DIRECTOR INDEPENDENCE

A brief description of the background and qualifications of each nominee is provided on pages 11–17. No nominee has a familial relationship to any other director, nominee for director or executive officer. The independence of directors and nominees and other information related to the Board of Directors is described under the heading, “Corporate Governance — Director Independence” in this proxy statement. If any nominee for whom you have voted becomes unable to serve, your proxy may be voted for another person designated by the Board.

DIRECTOR LIMITATIONS ON OTHER BOARDS

Our Corporate Governance Principles limit the total number of public company boards our directors may serve on to five, and for currently serving public company CEOs, to three.

 

PROPOSAL 1: ELECTION OF DIRECTORS DIRECTOR RETIREMENT POLICY

DIRECTOR RETIREMENT POLICY

Our Corporate Governance Principles require any non-employee director to retire at the first annual meeting of stockholders after such director reaches the age of 74. However, the Board may grant exceptions to this policy on a case-by-case basis. In 2024, the Board waived the retirement policy for Messrs. Sutherland and Faraci, for one year, to provide for leadership continuity in light of the pending merger with NSC. Each employee director must retire from the Board when such director ceases to be an executive officer of U. S. Steel. However, the CEO may remain on the Board after retirement as an employee, at the Board’s request, through the last day of the month in which the CEO turns 70. All directors who undergo a significant change in their business or professional careers must offer to resign from the Board.

SELECTION OF DIRECTOR NOMINEES

The Corporate Governance & Sustainability Committee is responsible for identifying nominees for election to the Board. The Corporate Governance & Sustainability Committee may consider nominees suggested by several sources, including outside search firms, incumbent Board members and stockholders.

The Corporate Governance & Sustainability Committee seeks candidates with experiences and abilities relevant to serving as a director of U. S. Steel and who will represent the best interests of stockholders as a whole, and not any specific interest group or constituency. The committee, with input from the Board Chair and other directors, evaluates the qualifications of each director candidate in accordance with the criteria described in the director qualification standards section of our Corporate Governance Principles.

These director qualification standards are evaluated by the Corporate Governance & Sustainability Committee each time a new candidate is considered for Board membership. The Corporate Governance & Sustainability Committee and the Board may take into account other factors they consider to be relevant to the success of a publicly traded company operating in the steel industry. As part of the annual nomination process, the Committee reviews the qualifications of each director nominee, including currently serving Board members, and reports its findings to the Board. On February 27, 2024, the Corporate Governance & Sustainability Committee determined that each director nominee satisfied the director qualification standards and advised the Board that each of the director nominees listed under “Proposal 1: Election of Directors — 2024 Director Nominees” was qualified to serve on the Board.

 

PROPOSAL 1: ELECTION OF DIRECTORS DIRECTOR RETIREMENT POLICY

Stockholder Recommendations for Director Nominees

The Corporate Governance & Sustainability Committee will consider director nominees recommended by stockholders. Notice of a recommendation must be sent in writing to the Chair of the Corporate Governance & Sustainability Committee, c/o the Corporate Secretary of ºÚÁϳԹÏÍø, 600 Grant Street, Suite 1884, Pittsburgh, PA 15219. The recommendation must include:

–

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

​

–

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

​

–

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

​

–

certain other information regarding the stockholder and candidate as detailed in the Corporation’s by-laws.

​

The recommendation must also identify the writer as a stockholder of U. S. Steel and provide sufficient detail for the Corporate Governance & Sustainability Committee to consider the recommended individual’s qualifications. The Committee will evaluate the qualifications of candidates recommended by stockholders using the same criteria as used for other candidates.

 

PROPOSAL 1: ELECTION OF DIRECTORS DIRECTOR NOMINEE SKILL MATRIX

DIRECTOR NOMINEE SKILL MATRIX

We consider current Board skills, background, experience, tenure and anticipated retirements to identify gaps that may need to be filled through the Board refreshment process. The following chart summarizes the core competencies that the Board considers valuable to effective oversight of U. S. Steel and illustrates how the current Board members individually and collectively represent these key competencies. The lack of an indicator for a particular item does not mean that the director does not possess that qualification, skill, or experience; rather, the indicator represents that the item is a core competency that the director brings to the Board. The charts below reflect voluntary self-identification by each of the nominees.

 

PROPOSAL 1: ELECTION OF DIRECTORS 2024 DIRECTOR NOMINEES

2024 DIRECTOR NOMINEES

For the upcoming Annual Meeting, the Board, based on the recommendation of the Corporate Governance & Sustainability Committee, is recommending the election of each nominee as a director. Each nominee has informed the Board that such nominee is willing to serve as a director. If any nominee should decline or become unable or unavailable to serve as a director for any reason, your proxy authorizes the persons named in the proxy to vote for a replacement nominee, if the Board names one. It is the intention of the proxyholders to vote proxies for the election of the nominees named in this proxy statement unless such authority is withheld.

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

 

PROPOSAL 1: ELECTION OF DIRECTORS 2024 DIRECTOR NOMINEES

 

PROPOSAL 1: ELECTION OF DIRECTORS 2024 DIRECTOR NOMINEES

 

PROPOSAL 1: ELECTION OF DIRECTORS 2024 DIRECTOR NOMINEES

 

PROPOSAL 1: ELECTION OF DIRECTORS 2024 DIRECTOR NOMINEES

 

PROPOSAL 1: ELECTION OF DIRECTORS 2024 DIRECTOR NOMINEES

 

PROPOSAL 1: ELECTION OF DIRECTORS 2024 DIRECTOR NOMINEES

 

Corporate
Governance

Corporate governance is a continuing focus at U. S. Steel, embraced by the Board of Directors, management, and all employees. We have a long and rich tradition relating to corporate governance and public company disclosure, including being one of the first publicly traded companies in United States history to hold an annual meeting of stockholders and to publish an annual report. In this section, we describe some of our key governance policies and practices.

OUR GOVERNANCE FRAMEWORK

The Board discharges its responsibilities through regularly scheduled meetings as well as through telephone or video conferences, actions by written consent and other communications with management as appropriate. U. S. Steel expects directors to attend all meetings of the Board and the Board committees upon which they serve, and all annual meetings of its stockholders.

–

During the fiscal year ended December 31, 2023, the Board held 16 meetings as well as interim conference calls and business updates.

​

–

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

​

–

All 13 of the incumbent directors attended the 2023 Annual Meeting of Stockholders.

​

The Board has long adhered to governance principles designed to assure excellence in the execution of its duties. The Board regularly reviews U. S. Steel’s governance policies and practices, which take into consideration stockholder feedback. These principles are outlined in our Corporate Governance Principles, which, in conjunction with our certificate of incorporation, by-laws, Board committee charters and related policies, form the framework for the effective governance of U. S. Steel.

 

CORPORATE GOVERNANCE OUR GOVERNANCE FRAMEWORK

Corporate Governance at A Glance

 

CORPORATE GOVERNANCE KEY AREAS OF BOARD OVERSIGHT

KEY AREAS OF BOARD OVERSIGHT

Strategy

A primary responsibility of our Board is oversight of our business strategy. At each regular Board meeting throughout the year, our Board reviews our strategy, operating plans, and overall financial performance, and progress on each, and provides significant guidance and feedback. In addition, at least one multi-day meeting each year is dedicated to our long-term strategic planning. The Board also devotes significant time to reviewing our capital allocation strategy aligned with the Best for All® strategy. Annually, our Board reviews and approves our capital authorization and spending budgets, which are designed to strategically deploy capital intended to facilitate investments required to achieve operational excellence, grow profitability, generate strong returns and improve sustainability performance.

To oversee management’s performance in executing our strategy, the Board receives regular updates and actively engages in dialogue with our executive management team. Members of our Board also periodically visit our facilities to monitor the execution of our strategy in our operating segments, and to assess areas for improvement or potential risk.

Succession Planning

Our Board and management consider succession planning and professional development to be an integral part of the Corporation’s long-term strategy. The Board and management have a robust, well-developed succession planning process that not only develops internal leadership candidates, but also considers external leadership candidates for top executive roles. Our Board discusses succession planning at least twice annually.

The Board also reviews and discusses development plans for individuals identified as high-potential candidates for senior leadership positions. The Board is responsible for monitoring our management succession and leadership development plans.

Our Corporate Governance Principles require all executive officers to retire at age 65. The Compensation Committee may, in its discretion, waive that requirement, and waived it for Mr. Burritt.

 

CORPORATE GOVERNANCE KEY AREAS OF BOARD OVERSIGHT

Sustainability

Culture and Human Capital Management

Moving up the talent curve is a critical success factor to achieving our corporate strategy. Because we believe U. S. Steel will only be able to successfully execute on its strategic priorities with the full engagement of a talented workforce, the Board and its committees oversee human capital management. The Board periodically discusses and receives reports on the results of employee engagement or inclusion surveys, the collective bargaining process and relationship between management and the United Steelworkers, and relevant workforce metrics, including those related to inclusion and diversity, talent development, and pay equity analysis and hiring practices. In addition, in 2022, the Compensation Committee charter was revised to expand its oversight responsibilities to specifically include human capital strategies, including in the areas of diversity, equity and inclusion, culture and employee engagement and pay equity.

 

CORPORATE GOVERNANCE BOARD’S ROLE IN RISK OVERSIGHT

BOARD’S ROLE IN RISK OVERSIGHT

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

 

CORPORATE GOVERNANCE BOARD LEADERSHIP STRUCTURE

Cybersecurity Oversight

With investors and stakeholders focused on cybersecurity risks across the globe, we are confident in the Board’s execution of its oversight of this risk, among others. Our management team works with the Board, primarily through the Audit Committee, to keep them informed and educated on cybersecurity topics, including:

BOARD LEADERSHIP STRUCTURE

The Board regularly considers the appropriate leadership structure for U. S. Steel. It has concluded that the Corporation and its stockholders are best served by the Board retaining discretion to determine whether the same individual should serve as both Chief Executive Officer and Board Chair, or whether the Board Chair should be an independent director. The Board believes that it is important to retain the flexibility to make this determination at any given point in time based on what will provide the best leadership structure, taking into account the needs of U. S. Steel at that time. Mr. Sutherland currently serves as the independent Board Chair.

If the Board Chair is not independent, then the independent directors will elect from among themselves a Lead Director. The Board Chair (or Lead Director) is elected annually by the Board. Because our current Board Chair is independent, his duties also include the duties of the Lead Director listed below.

 

CORPORATE GOVERNANCE BOARD AND COMMITTEE EVALUATION PROCESS

BOARD AND COMMITTEE EVALUATION PROCESS

The Board conducts annual self-evaluations to determine whether it and its committees are functioning effectively and whether its governing documents continue to remain appropriate. Each standing committee, other than the Executive Committee, annually reviews its own performance and reports the results and any recommendations to the Board. The process is designed and overseen by the Corporate Governance & Sustainability Committee.

Annual Board and Committee Self-Evaluations

BOARD REFRESHMENT

Our Board maintains a robust process to identify, consider and evaluate potential board candidates. Our Corporate Governance & Sustainability Committee leads this process by considering prospective candidates at its meetings. In identifying appropriate candidates through a thoughtful evaluation, supported by its outside consultants, the committee is focused on aligning the skills, experience and characteristics of our Board with the strategic development of U. S. Steel. A primary goal is to ensure sufficient Board diversity so that its membership consists of individuals with a variety of backgrounds, skills, experience and attributes.

The members aim to strike a balance between the knowledge that comes from longer-term service on the Board with the fresh insights that can come from adding new members to the Board. The Board has been undergoing a deliberate refreshment effort over the past several years to add important skills, experience and diversity to oversee our corporate strategy. While the Board seeks director candidates who bring a breadth of experiences rather than any one specific area of expertise, in recent years, the Board has focused on recruiting directors with strong financial acumen, CEO experience, customer-centricity and technology transformation experience and gender and racial diversity. We have added 5 new directors in the last 4 years, each of whom enriches our Board with one or more of these attributes. The following shows our Board refreshment process:

 

CORPORATE GOVERNANCE BOARD COMMITTEES

BOARD COMMITTEES

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Director

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Audit Committee

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Compensation & Organization Committee

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Corporate Governance & Sustainability Committee

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Executive Committee

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Tracy A. Atkinson

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Andrea J. Ayers

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David B. Burritt

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Alicia J. Davis

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Terry L. Dunlap

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John J. Engel

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John V. Faraci

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Murry S. Gerber

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Jeh C. Johnson

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Paul A. Mascarenas

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Michael H. McGarry

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David S. Sutherland (Independent Board Chair)

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Patricia A. Tracey

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TOTAL MEETINGS HELD IN 2023:

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4

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7

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5

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CORPORATE GOVERNANCE BOARD COMMITTEES

 

CORPORATE GOVERNANCE OUR ESG FRAMEWORK

OUR ESG FRAMEWORK

U. S. Steel is a leading steel producer of high-quality, value-added steel
products that serve as the building blocks of a sustainable future.

U. S. Steel’s Best for All® approach to investments in our people, our communities, and our sustainability efforts is designed to positively impact people locally and globally. In order to help our customers achieve their sustainability goals and emissions reduction targets, we are committed to lowering the carbon footprint of our products by developing innovative solutions and leveraging the latest technological advancements. Outside of the organization, U. S. Steel is engaging the community and working with local leaders to develop better neighborhoods for the communities in which we operate.

Environmental

U. S. Steel is committed to effective environmental stewardship. Our business practices are designed to reduce negative environmental impacts. We believe part of being a good corporate citizen requires a dedicated focus on how our industry affects the environment. We continue to promote cost-effective environmental strategies by supporting the development of appropriate air, water and waste laws and regulations at the local, state, national and international levels. In addition, we are working to achieve a 20% reduction in GHG emissions intensity (Scope 1 plus Scope 2) by 2030, against our 2018 baseline, which was 2.31 metric tons CO2e/metric ton raw steel for Scope 1 plus Scope 2, and continue to take actions to move towards our net-zero ambitions. We are committed to annual public reporting on progress against these goals, as well as the measures being implemented to achieve them.

Social

Ensuring an inclusive work environment has been an integral part of our business DNA for years, and we are proud of the progress we’ve made to provide an environment where everyone belongs and can thrive. We work closely with our stakeholders to learn different viewpoints and experiences. Our external collaborations contribute invaluable perspectives that help us to know what will bring us to our Best for All future. In June 2023, U. S. Steel published its second Diversity, Equity and Inclusion Report, highlighting our progress in initiatives that foster more diverse, equitable and inclusive workplaces. Additional information regarding our DE&I efforts, including our 2022 EEO-1 Report, is available in this report, which can be found at our ESG Data Hub on our website.

Governance

Our Board oversees our sustainability program primarily through the Corporate Governance & Sustainability Committee. The Corporate Governance & Sustainability Committee reviews sustainability as a standing agenda item at each quarterly meeting, including reports and discussions on sustainability strategic priorities, implementation of the GHG emissions intensity reduction targets, and the use of reporting and disclosure frameworks, and the committee reviews all sustainability reports prior to publication.

It also makes recommendations to the Board and monitors compliance with U. S. Steel’s programs and practices regarding government relations and political contributions, corporate philanthropy and stockholder engagement.

The Audit Committee also assists the Board in identifying and reviewing risks that could have a material impact on U. S. Steel, including risks related to climate change.

Our culture is based on our S.T.E.E.L. Principles: Safety First; Trust and Respect; Environmental Stewardship, Excellence and Accountability; and Lawful and Ethical Conduct. We expect our employees and members of our Board to take personal responsibility to “do what’s right,” and our Code of Ethical Business Conduct serves as the foundation for the actions of our employees and directors.

 

CORPORATE GOVERNANCE COMMITMENT TO STOCKHOLDER ENGAGEMENT

COMMITMENT TO STOCKHOLDER ENGAGEMENT

The Board, as well as management, prioritizes constructive communication with our stockholders to hear their views about U. S. Steel’s governance and compensation practices. Our CEO, CFO and Investor Relations team regularly communicate with our investors and the investment community regarding our business strategy and financial performance. Additionally, we have maintained ongoing dialogue with our largest stockholders regarding our corporate governance and executive compensation program since 2012. The feedback we receive from these discussions is carefully considered by the Board, the Corporate Governance & Sustainability Committee and the Compensation & Organization Committee.

Our Engagement Process

 

CORPORATE GOVERNANCE DIRECTOR COMPENSATION

Actions Taken by the Board Following Stockholder Engagement

The feedback we receive from our stockholders during our engagements is thoughtfully considered by management and the Board, and has led to modifications in our sustainability, executive compensation programs and governance practices and disclosures. Some of the actions we have taken that are informed by stockholder feedback and insights over the last several years include:

Communications from Stockholders and Interested Parties

Stockholders and interested parties may send communications through the Corporate Secretary of U. S. Steel to the: Board, Committee Chairs, Board Chair, or outside directors as a group. The Corporate Secretary will collect, organize and forward to the directors all communications that are appropriate for consideration by the directors. Examples of communications that would not be considered appropriate for consideration by the directors include solicitations for products or services, employment matters, matters not relevant to the functioning of the Board, or to the Corporation’s affairs, and matters not relevant to stockholders generally. All communications should be directed to: Corporate Secretary, ºÚÁϳԹÏÍø, 600 Grant Street, Suite 1884, Pittsburgh, PA 15219.

DIRECTOR COMPENSATION

The goal of U. S. Steel’s director compensation program is to attract and retain individuals of substantial accomplishment with demonstrated leadership capabilities to serve as directors. Our compensation program also reflects the time and talent required to serve on the board of a complex corporation. While the Board seeks to provide sufficient flexibility in the form of compensation to meet directors’ varying needs, in order to align the interests of directors with the interests of stockholders, the majority of our non-employee director compensation is equity-based. Non-employee directors may receive their annual retainer in the form of equity and/or cash, with a minimum of 55% of the retainer to be in the form of equity, as described below. Directors who are employees of U. S. Steel receive no compensation for their service on the Board.

 

CORPORATE GOVERNANCE DIRECTOR COMPENSATION

2023 Director Compensation

For 2023, the Board maintained the annual retainer of $300,000 after conducting a robust benchmarking review process, described below. Each committee chair received an additional $20,000 and the Board Chair received an additional $150,000 retainer. No meeting fees or committee membership fees are paid.

Compensation Review Process

The Corporate Governance & Sustainability Committee reviews director compensation on an annual basis and makes a recommendation to the Board of Directors.

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Annually, Pay Governance, an independent compensation consultant, presents a benchmarking report on director compensation for the same peer group of companies the Compensation Committee uses for determining compensation for our executives, as well as for a larger general comparator group of 140 companies in a similar revenue range as U. S. Steel.

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After reviewing the information presented by Pay Governance, as well as other public information on the topic, the committee evaluates the plan design and compensation levels to ensure they are consistent with market trends and makes recommendations of any appropriate changes to the Board.

Director Stock Ownership

The Director Compensation Policy also imposes a stock ownership guideline for non-employee directors. Directors are expected to hold five times the maximum cash portion of their retainer within five years of joining the Board.

Other Compensation

We provide transportation or reimburse the cost of transportation when a director travels on U. S. Steel business, including to attend meetings of the Board or a committee, and pay other U. S. Steel business-related expenses.

Deferred Compensation Program

Each non-employee director is required to receive a minimum of 55% of his or her retainer in the form of equity-based compensation. Directors may elect to receive this equity in the form of Deferred Stock Units (as defined below), which are distributed upon leaving the Board, or one-year vesting restricted stock units. If a director does not submit a timely election, then such director will receive 55% of his or her retainer in the form of restricted stock units. A “Deferred Stock Unit” is sometimes referred to as “phantom stock” because initially no stock is actually issued. Instead, we keep a book entry account for each director that shows how many Deferred Stock Units such director has. When a director leaves the Board, such director receives actual shares of common stock corresponding to the number of Deferred Stock Units in his or her account. The ongoing value of each Deferred Stock Unit equals the market price of the common stock. When dividends are paid on the common stock, we credit each account with equivalent amounts in additional Deferred Stock Units. If U. S. Steel were to undergo a change in control resulting in the removal of a non-employee director from the Board, that director would receive a cash payment equal to the value of his or her deferred stock account.

Non-Employee Director Stock Program

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

 

CORPORATE GOVERNANCE DIRECTOR COMPENSATION

Director Compensation Table

The following table shows the compensation of non-employee directors in 2023:

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(1)

Compensation Election and Fees Paid in Cash. The amount shown represents the cash portion of the annual retainer paid to directors as described above. The directors elected to receive their 2023 annual retainer as equity-based compensation in the following amounts: Messrs. Johnson and Sutherland and Ms. Ayers  —  100%; Mr. Dunlap — 60% for the period April 2022-April 2023 and January 2023-April 2023, and 70% from May 2023-December 2023; Mr. Mascarenas  —  60%; and all other then-serving directors  —  55%. Ms. Davis, who joined the Board effective March 1, 2023, received a pro-rated retainer for March-April 2023.

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(2)

Grant Date Fair Value. The amount shown represents the aggregate grant date fair value, computed in accordance with Financial Accounting Standards Board Accounting Standards Codification Topic 718 (ASC 718). This column reflects the award of the annual grants made on April 25, 2023 with a grant date fair value of $24.39 per unit (Ms. Ayers, who joined the Board effective January 1, 2023, and also received a prorated grant on January 4, 2023 with a grant date fair value of $24.92 per unit, and Ms. Davis, who joined the Board effective March 1, 2023, and also received a prorated grant on March 7, 2023 with a grant date fair value of $29.37 per unit). Grants are made in whole shares.

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(3)

Unvested Stock Units for Non-Employee Directors. As of year-end December 31, 2023:

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(4)

Ms. Ayers received a matching grant of 1,000 shares on March 3, 2023, in accordance with the Non-Employee Director Stock Program, with a fair market value of $33.21 per share. Ms. Davis received a matching grant of 1,000 shares on May 3, 2023, in accordance with the Non-Employee Director Stock Program, with a fair market value of $22.39 per share.

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CORPORATE GOVERNANCE RELATED PERSON TRANSACTIONS POLICY

RELATED PERSON TRANSACTIONS POLICY

The Board of Directors of the Corporation has adopted a written policy that requires certain transactions with related persons to be approved or ratified by its Corporate Governance & Sustainability Committee.

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.

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.

 

 

CORPORATE GOVERNANCE DIRECTOR INDEPENDENCE

DIRECTOR INDEPENDENCE

The Board affirmatively determined that all non-employee director nominees for 2024 are independent within the definitions of independence of both the New York Stock Exchange (“NYSE”) listing standards and the U.S. Securities and Exchange Commission (“SEC”) standards. U. S. Steel has incorporated the NYSE and SEC independence standards into our own categorical standards for independence. The Board has affirmatively determined that none of the directors or nominees for director, other than our CEO, Mr. Burritt, has a material relationship with U. S. Steel. The Board made this determination based on all relevant facts and circumstances.

AUDIT COMMITTEE. The Board also determined that each member of the Audit Committee: (1) did not accept directly or indirectly any consulting, advisory, or other compensatory fee from the Corporation or any of its subsidiaries, and (2) was not an affiliated person of the Corporation or any of its subsidiaries. Therefore each member satisfied both the SEC’s and the NYSE’s enhanced independence standards for audit committee members.

COMPENSATION COMMITTEE. The Board also determined that no member of the Compensation Committee has a relationship to the Corporation that is material to that director’s ability to be independent from management in connection with the duties of a compensation committee member. Therefore, each member of the Compensation Committee satisfied the NYSE’s enhanced independence standards for compensation committee members.

For more information, our standards of director independence are located in our Corporate Governance Principles available on our website at https://www.ussteel.com.

 

Proposal 2:
Advisory Vote on Executive Compensation

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INFORMATION ABOUT THIS PROPOSAL Stockholders are being asked to approve, on an advisory basis, the 2023 compensation of our five named executive officers as described in the Compensation Discussion & Analysis and the Executive Compensation Tables.

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​		​	​	The Board of Directors recommends a vote “FOR” the resolution approving the compensation of our Named Executive Officers.	​
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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 ºÚÁϳԹÏÍø approve, on an advisory basis, the compensation of the Named Executive Officers, as disclosed pursuant to Item 402 of Regulation S-K and the other compensation disclosure rules of the Securities and Exchange Commission in U. S. Steel’s proxy statement for the 2024 Annual Meeting of Stockholders, including the Compensation Discussion and Analysis, compensation tables and narrative discussions.

We intend to offer this non-binding advisory vote at each of our annual meetings. Although it is not binding, we and the Board welcome our stockholders’ views on our NEOs’ compensation and will carefully consider the outcome of this advisory vote consistent with the best interests of all stockholders.

Say-on-Pay Advisory Vote Discussion

At the 2023 Annual Meeting of Stockholders, approximately 95% of the votes cast were “For” our advisory vote on executive compensation. We value the feedback we receive from regular engagement with our stockholders and are encouraged by the support we have received over the past several years for our compensation program and recognition of our responsiveness to stockholders.

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

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

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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

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Reflects the input received from stockholders on our executive compensation program through our robust engagement program.

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In considering this advisory vote, we encourage you to read the Compensation Discussion and Analysis, the executive compensation tables and other relevant information in this proxy statement for additional details on our executive compensation programs and the 2023 compensation paid to our NEOs.

 

PROPOSAL 2: Advisory Vote on Executive Compensation COMPENSATION & ORGANIZATION COMMITTEE REPORT

COMPENSATION & ORGANIZATION COMMITTEE REPORT

The Compensation & Organization Committee of the Board of Directors of the Corporation has reviewed and discussed the Compensation Discussion and Analysis with management. Based on such review and discussion, the Compensation & Organization Committee recommended to the Board that the Compensation Discussion and Analysis be included in this proxy statement and incorporated by reference into the Corporation’s Annual Report on Form 10-K for the year-ended December 31, 2023.

 

​		​	​	David B. Burritt President & Chief Executive Officer	​	​		​	​	Jessica T. Graziano Senior Vice President & Chief Financial Officer	​
​		​	​	James E. Bruno Senior Vice President, Global Information Technology & President ºÚÁϳԹÏÍøE	​	​		​	​	Scott D. Buckiso Senior Vice President & Chief Manufacturing Officer, North American Flat-Rolled (NAFR)	​
​		​	​	Duane D. Holloway Senior Vice President, General Counsel and Chief Ethics & Compliance Officer	​	​	​	​	​

​	Contents​	​
​	To assist stockholders in finding important information in the Compensation Discussion and Analysis, we’re providing this highlighted page summary.	​

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COMPENSATION DISCºÚÁϳԹÏÍøION AND ANALYSIS OUR 2023 PERFORMANCE HIGHLIGHTS

OUR 2023 PERFORMANCE HIGHLIGHTS

We made significant progress on our long-term strategic goals to transition to a Best for All® future in 2023. We achieved this by investing in Best for All advanced technology and products to expand our competitive advantages, enhancing our sustainability program to support our environmental stewardship goals and those of our customers, and ensuring we have a talented and diverse workforce to lead and execute our business plans.

2023 was another year of strong operational, financial and strategic performance.

 

COMPENSATION DISCºÚÁϳԹÏÍøION AND ANALYSIS 2023 EXECUTIVE COMPENSATION PROGRAM OVERVIEW

2023 EXECUTIVE COMPENSATION PROGRAM OVERVIEW

Our executive compensation program is designed to attract, reward and retain executives who make significant contributions through operational and financial achievements aligned with the goals and philosophy of our long-term strategy. The primary elements of our compensation program, base salary, annual incentive awards and long-term incentive awards, are described below. We also provide limited perquisites and standard retirement and benefit plans. The majority of our NEOs’ pay is variable and based on achievement of performance goals.

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Illustrations are based on 2023 CEO target compensation.

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