What challenges did the Corporation face in 2015 and how were they handled?

2015 proved to be a more challenging year for us than we had expected when it began. We continued to face significantly high steel import levels, which have increased 44% since 2011. We also were confronted with a dramatic decline in steel prices of nearly $200 per ton and a decline in oil prices and rig counts of approximately 60%, compared to the prior year. Though these headwinds posed challenges that forced us to make tough decisions, including reducing headcount and idling facilities, we remain proud of the accomplishments we managed to achieve, including ending 2015 with positive adjusted EBITDA, repaying almost $380 million of debt, and maintaining positive operating cash flow through a very difficult economic environment.

What is the “Carnegie Way,” and how will stockholders realize the benefits of this transformation in their investment?

The “Carnegie Way” is our multi-year, multi-phase transformational process. Through the Carnegie Way, we focus on our strengths and where we can create the most value for our stockholders and best serve our customers. The Carnegie Way is a framework that permeates all aspects of our business, and includes achieving sustainable cost improvements through process efficiencies and investments in reliability centered maintenance. As part of our transformation, we have also realigned the commercial entities within our flat-rolled operating segment in order to be much more responsive to customer needs.

In 2015, we completed the second full year of our Carnegie Way transformation. As part of the Carnegie Way, we are focused intensely on safety, operational excellence, our customers, results, and personal and professional accountability. The Corporation realized $815 million in Carnegie Way benefits, up significantly from the $575 million we realized in 2014. This achievement demonstrates that our Corporation is successfully improving the way we do business, exploring all aspects of operations in order to achieve greater efficiency, and finding new and better ways to deliver high quality steel, while remaining focused on our core values of: safety; diversity and inclusion; and environmental stewardship. Consistent with our Carnegie Way philosophy, we remained committed to focusing on what we could control, and we ended the year with a strong cash and liquidity position, at $755 million and approximately $2.4 billion, respectively.

What is U. S. Steel’s plan for overcoming economic challenges in the near future?

While we cannot precisely predict what the economic landscape will look like in 2016 and after, through our Carnegie Way transformation, we are implementing permanent changes that will enable the Corporation to succeed across all business cycles. We remain committed to this philosophy and will maintain our relentless focus on the factors we control to weather whatever storms we face in the future.

Additionally, we recognize the need to continue to adapt our business to our customers’ changing needs in order to stay competitive in the marketplace. We have increased our capabilities in people and equipment, namely at our Research and Technology Center in Munhall, Pennsylvania, and at our Automotive Technical Center in Troy, Michigan. We are investing in technology and innovation in order to develop new steel products that meet evolving regulatory requirements imposed on our customers. More specifically, we have made progress developing AHSS for automotive applications up to and including Generation 3 steels that possess unique properties in terms of strength, formability and toughness for light weighting and crash worthiness. We are working closely with customers on the use of specific applications using advanced analytic techniques for geometry, grade and gauge redesign. Our tubular division has also focused on innovations, including the development of premium connections designed to sustain harsh conditions.

What actions has U. S. Steel taken to address high levels of steel imports?

Total and finished steel products imported into our market by heavily subsidized economies increased dramatically over the past few years. The last time imports were at these levels, nearly half of American steel companies disappeared. Given this backdrop, U. S. Steel has undertaken an unprecedented effort to tackle the effects of unfairly traded imports on numerous fronts - including legislative bodies, in the courts and in the public arena.

In an effort to stem the surge of unfairly traded steel products into the U.S. market, this past year, U. S. Steel along with other domestic steel producers filed a series of three petitions with the Department of Commerce and the International Trade Commission. These cases have not yet been fully resolved, but based on initial findings, preliminary duties, some of significant magnitude, have been imposed on the importing countries.

We have also initiated discussions with the relevant agencies to change certain regulatory practices and procedures, commenced substantive work with regional trade partners and organizations, and outlined a robust engagement with the White House to tackle global overcapacity through bilateral negotiations. For the first time since 1979, we successfully changed the U.S. trade laws to clarify and strengthen the injury standard in trade enforcement actions, ensuring that 21^st century metrics are considered when evaluating whether an American industry has suffered or will suffer material injury from foreign imports. We have also commenced discussions with other industries and stakeholders to launch a public trade campaign to bring a bright spotlight to the issues and challenges facing the American steel industry.

This great nation was built upon a strong foundation, melted and poured by American steel companies. From the bridges and roads we traverse, to the critical infrastructure upon which our national security depends, steel remains at the core of our national well being. The American people share our belief that a strong America requires a strong, viable and sustainable American steel industry. At this critical time for the industry and for our country, U. S. Steel has been and will continue to be a leader on these issues to ensure consistent and fair enforcement of our laws and to ensure that in a time of urgent need, America will have an American steel industry on which to rely.

Our Journey Continues

Everyone at U. S. Steel appreciates our stockholders’ investment in and commitment to our Corporation. All of our employees are committed to delivering the highest quality steel products to our customers and value for our stockholders. 2015 was an unpredictably volatile year. We are on the right path to transform this Corporation into the iconic industry leader it has been in the past and we look forward to meeting our challenges head on.

“Teamwork is the ability to work together toward a common vision. The ability to direct individual accomplishments toward organizational objectives. It is the fuel that allows common people to attain uncommon results.”

Andrew Carnegie

This proxy statement is provided in connection with a solicitation of proxies by the Board of Directors of United States Steel Corporation to be used at the Annual Meeting of Stockholders to be held on Tuesday, April 26, 2016 at 10:00 a.m., Eastern Time, and at any adjournment or postponement thereof. The Annual Meeting will be held at the U. S. Steel Tower, 600 Grant Street, thirty-third floor, Pittsburgh, PA 15219. This proxy statement is first being provided to our stockholders on or about March [24], 2016. Throughout this proxy statement, “U. S. Steel,” the “Corporation,” “we,” “our,” or “us” are intended to refer to United States Steel Corporation and its consolidated subsidiaries, unless specifically indicated otherwise. You are invited to attend the Annual Meeting and we request that you

vote on the proposals described in this proxy statement as recommended by the Board of Directors. You do not need to attend the meeting to vote your shares. If you have received a printed copy of these materials by mail, you may complete, sign and return your proxy card, or submit your proxy vote by telephone or over the Internet. If you did not receive a printed copy of these materials by mail and are accessing them via the Internet, you may follow the instructions under the heading, “Questions and Answers About the Annual Meeting and Voting” beginning on page 63 of this proxy statement to submit your proxy vote via the Internet or by telephone. Also, other information about voting is provided under the heading, “Questions and Answers About the Annual Meeting and Voting.”

OVERVIEW OF VOTING MATTERS

Stockholders are being asked to vote on the following matters at the 2016 Annual Meeting of Stockholders:

CORPORATE GOVERNANCE (PAGE 9)

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:

Over 100 years ago, we adopted the Gary Principles which were among the first Codes of Conduct adopted by a publicly traded company. The Gary Principles are still in place today, and we remain committed to enhancing our sustainable business practices and ensuring they are maintained in the future.

We also recognize that the earth is a shared and finite resource that we all must safeguard for generations to come. It is our commitment to sustainability that drives our operations to adopt management systems and best practices that foster continuous improvement in our processes, preserving vital resources and ensuring the future of the industry.

KEY EXECUTIVE COMPENSATION PROGRAM PRACTICES (PAGE 19)

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

CARNEGIE WAY AND 2015 HIGHLIGHTS AND ACCOMPLISHMENTS (PAGE 19)

The Carnegie Way: Earning the Right to Grow and Driving Sustainable, Profitable Growth

In 2013, our CEO Mario Longhi launched a transformational process called the “Carnegie Way,” named for our co-founder and famous American industrialist Andrew Carnegie. The Carnegie Way is a strategic, disciplined approach to transforming the organization for the new realities of the marketplace. The Corporation is realizing the benefits of the Carnegie Way today by doing ordinary things extraordinarily well. In the more than two years since the launch of this Board-approved program, the Carnegie Way has driven a dramatic shift in the Corporation that is enabling us to withstand the current and prolonged downturn in steel prices, that we believe will position us for success in a market recovery. With a more intense focus on cash flow and a strong balance sheet, and a revised approach to how we view shipment volume and production, the Corporation is working through a series of transformational initiatives that we believe will enable us to more effectively add value, get leaner faster, right-size our operations, and improve our performance across core business process capabilities, including commercial, supply chain, manufacturing, procurement, innovation, and operational and functional support.

2015 Highlights and Accomplishments

A Note About the Global Steel Market and American Manufacturing

U. S. Steel’s classified board structure is currently being phased out over a three-year period, which began at the 2014 annual meeting of stockholders. At the 2016 Annual Meeting, eight directors and one non-director nominee are up for election. Of the current directors nominated for election, three were previously Class III directors, four were elected last year for a one-year term, and one joined the Board on March 1, 2016. Each nominee will be elected to serve until our next annual meeting of stockholders. All of the nominees, except Mr. Girsky, are presently members of the Board of Directors. The Board is recommending that all nine 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 & Public Policy 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 & Public Policy 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 and each continuing director is provided on the following pages. No director has a familial relationship to any other director, nominee for director or executive officer. The independence of Board members 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.

The Board recommends a vote “FOR” the election of each nominee.

Criteria For Selection of Board Nominees

The Corporate Governance & Public Policy Committee is responsible for identifying nominees for election to the Board. The Corporate Governance & Public Policy 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 & Public Policy 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 & Public Policy 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 & Public Policy 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 operations. The Board considers the term “diversity” to include differences of viewpoint, professional experience, veteran status, education, skill and other individual qualities and attributes that contribute to board heterogeneity as well as differences in race and gender.

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 and 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.

The Corporate Governance & Public Policy 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 & Public Policy Committee reviews the qualifications of each director nominee, including currently serving Board members, and reports its findings to the Board. On February 23, 2016, the Corporate Governance & Public Policy Committee determined that each Board member satisfied the criteria described above and advised the Board that each of the director nominees listed under “Proposal 1: Election of Directors” was qualified to serve on the Board.

The director selection criteria described above are evaluated by the Corporate Governance & Public Policy Committee each time a new candidate is considered for Board membership. In addition, the Board of Directors conducts a thorough self-evaluation annually. This evaluation includes an assessment of whether the Board (i) has the appropriate mix of skills, experience and other characteristics, and (ii) is made up of a sufficiently diverse group of people.

The Corporate Governance & Public Policy Committee will consider director nominees recommended by stockholders. Notice of such recommendation should be sent in writing to the Chair of the Corporate Governance & Public Policy 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 & Public Policy 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 & Public Policy Committee to consider the recommended individual’s qualifications. The Corporate Governance & Public Policy 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.

For purposes of the upcoming annual meeting, the Corporate Governance & Public Policy 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.

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. For example, U. S. Steel was one of the first publicly traded

company 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, 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. The Board’s responsibilities include, but are not limited to:

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, 2015,

the Board held five meetings and all of the directors attended in excess of 75 percent of the meetings of the Board and the committees on which they served. All of the then-serving directors attended the 2015 Annual Meeting of Stockholders.

The Board has long adhered to governance principles designed to assure excellence in the execution of its duties and regularly reviews the Corporation’s governance policies and practices. 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

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. Due to the high level of transition in the Corporation’s executive leadership and the dynamic business environment in 2013 and 2014, the Board chose to implement a non-executive, independent Chairman role in January 2014 to allow the Chief Executive Officer to strategically focus on the associated business challenges. David S. Sutherland currently serves as the independent Chairman of the Board.

If the Chairman of the Board is not independent, the independent directors annually elect from among themselves a Lead Director. The duties of the Lead Director are as follows:

If the Chairman of the Board is independent, the Chairman’s duties also include the duties of the Lead Director.

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 hold regularly scheduled executive sessions without management. The directors spend considerable time preparing for Board and committee meetings.

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 & Public Policy Committee.

Each of these committees has a written charter adopted by the Board, which are 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 charters of the Corporate Governance & Public Policy Committee and the Compensation & Organization Committee were revised in November 2015.

Each committee may in its sole discretion, retain or obtain the advice of outside advisers, including any consultant, independent legal counsel or other adviser, at the Corporation’s expense to assist the committee in fulfilling its

duties and responsibilities. The Board also has an Executive Committee consisting of Messrs. Sutherland and Longhi. The Executive Committee acts on, and reports to the Board on, matters that arise between Board meetings.

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

The charter requires the Audit Committee to perform an annual self-evaluation, review its charter each year and meet at least five times each year. During the fiscal year ended December 31, 2015, the Audit Committee held five meetings.

The charter also requires the Audit Committee to be comprised of at least three directors, each of whom is independent and financially literate, and at least one of whom must have accounting or related financial management expertise. 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 J. Engel, the Committee’s chairman, Dan O. Dinges and Murry S. Gerber meet the SEC’s definition of audit committee financial expert.

Pursuant to its charter, the Compensation & Organization Committee’s duties and responsibilities include:

The Compensation & Organization Committee has retained Pay Governance, LLC as its consultant to assist it in evaluating executive compensation. The consultant reports directly to the Compensation & Organization Committee. The Compensation & Organization Committee retains sole authority to hire the consultant, approve its compensation, determine the nature and scope of its services, evaluate its performance, and terminate its engagement. A representative of the consultant attended all meetings of the Compensation & Organization Committee in 2015.

The consultant provides various executive compensation services to the Compensation & Organization Committee, which generally include advising the Compensation & Organization Committee on the principal aspects of our executive compensation program and changing industry practices and providing market information and analysis regarding the competitiveness of our program design and our award values in relationship to their performance.

During 2015, the consultant performed the following specific services:

The consultant provided no services to management during 2015.

The Compensation & Organization Committee has assessed the independence of the consultant pursuant to the listing standards of the New York Stock Exchange (“NYSE”) and U.S. Securities and Exchange Commission (“SEC”) rules and concluded that no conflict of interest exists that would prevent the consultant from serving as an independent consultant to the Compensation & Organization Committee.

The Compensation & Organization Committee also obtains input from the CEO with regard to compensation for other executives.

Our CEO recommends the level of base salary increase (if any), the annual incentive award, and the long-term incentive award value for all of our executive officers, including the other named executive officers. These recommendations are based upon his assessment of each executive officer’s performance, the performance of the individual’s respective business or function, and employee retention considerations. The Compensation & Organization Committee reviews our CEO’s recommendations and approves any compensation changes affecting our Section 16 executive officers.

The Compensation & Organization Committee’s charter requires the committee to perform a self-evaluation and charter review annually. The charter also requires that the committee be comprised of at least three directors, each of whom is independent.

During the fiscal year ended December 31, 2015, the Compensation & Organization Committee held six meetings. Committee agendas are established in consultation among management, the Committee chair and the Compensation & Organization Committee’s independent compensation consultant. The Compensation & Organization Committee meets in executive session without management for at least a portion of each regular meeting.

In 2015, the Compensation & Organization Committee considered reports and analysis that it had requested of management and its independent consultant concerning risks associated with the Corporation’s compensation and organization policies and practices.

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

The Corporate Governance & Public Policy 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.

Under the charter, the Corporate Governance & Public Policy Committee must: (i) be comprised of at least three directors, each of whom is independent, and (ii) perform a self-evaluation and charter review annually. During the fiscal year ended December 31, 2015, the Corporate Governance & Public Policy Committee held five meetings.

Pursuant to its charter, 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 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. Although the Audit Committee has primary responsibility for overseeing risk management, each of our other Board committees also considers the risks within their specific areas of responsibility. For example, the charter of the Compensation & Organization Committee gives it responsibility for assessing whether the Corporation’s compensation and organization policies and practices for executives and non-executives are reasonably likely to create a risk that could have a material adverse effect on the Corporation. Pursuant to its charter, the Corporate Governance & Public Policy Committee considers the risks associated with legislative, regulatory and public policy issues affecting the Corporation’s businesses and operations. Each committee regularly reports to the full Board on their respective activities, including, when appropriate, those activities related to risk assessment and risk management oversight.

The Board, as a whole, also considers risk assessment and risk management. For example, 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. Management regularly provides updates to the Board related to legal and compliance risks and cyber- security matters.

The Chief Risk Officer of the Corporation reports to the Executive Vice President and Chief Financial Officer and 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 and Board of Directors on these matters.

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

INDEPENDENCE

The following non-employee directors are independent within the definitions of independence of both the NYSE listing standards and the SEC standards for Audit Committee members: Patricia Diaz Dennis, Dan O. Dinges, John G. Drosdick, John J. Engel, Murry S. Gerber, Paul A. Mascarenas, Glenda G. McNeal, David S. Sutherland and Patrlcia A. Tracey. The Corporation has also determined that Stephen J. Girsky satisfies the SEC and NYSE standards for independence. The Corporation has incorporated the NYSE and SEC independence standards into its own categorical standards for independence. Robert J. Stevens is not deemed to be independent under the rules of the NYSE because our current Executive Vice President and Chief Financial Officer was a member of the compensation committee of Lockheed Martin while Mr. Stevens was an executive officer there. Mr. Stevens will be deemed to be independent under these rules on January 1, 2017. The Board believes that Mr. Stevens has sufficient independence to perform his fiduciary responsibilities as a Board member and that his business acumen, strategic planning and risk oversight experience, in addition to his other skills and attributes, make him a valued member of the Board. Mr. Stevens does not sit on any of the committees of the Board, but is invited to attend all committee meetings. The Board has affirmatively determined that none of the directors or nominees for director, other than Mr. Longhi, 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 2015. 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 2015 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.

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 & Organization Committee has a relationship to the Corporation which 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 & Organization Committee therefore satisfies the independence requirements of NYSE listing standards.

Our by-laws 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 can 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 by-laws also provide that directors who undergo a significant change in their business or professional careers should volunteer to resign from the Board.

Our by-laws 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.

Non-employee directors are paid an annual retainer fee of $200,000. Committee Chairs and the Chairman of the Board are paid an additional annual fee of $20,000 and $50,000, respectively.

No meeting fees or committee membership fees are paid.

Under our Deferred Compensation Program for Non-Employee Directors, each non-employee director is required to defer at least 50% 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.

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 60 days following the first date of his or her service on the Board.

The following table sets forth certain information concerning the compensation of non-employee directors in 2015:

The Board has adopted stock ownership and holding requirements for executive officers. These requirements are described under the caption “A Culture of Ownership” in the Compensation Discussion and Analysis section of this proxy statement.

Non-employee directors are required to hold equity interests in the Corporation in the form of stock-based deferred compensation. This requirement is a part of our Corporate Governance Principles. Each non-employee director is required to defer at least 50% of his or her annual retainer as stock- based compensation under the Deferred Compensation Program for Non-Employee Directors. Amounts deferred are credited to the director’s deferred stock account in the form of Common Stock Units. No amounts are paid to the director from the deferred stock account until the director leaves the Board, at which time he or she receives actual shares of common stock corresponding to the number of Common Stock Units in

his or her 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. Each non-employee director is in compliance with the requirement described in this paragraph.

The following table sets forth the number of shares of U. S. Steel common stock beneficially owned as of February 29, 2016 by each director and director nominee, by each executive officer named in the Summary Compensation Table and by all directors and executive officers as a group. No director or executive officer beneficially owned, as of the applicable date, any equity securities of U. S. Steel other than those shown.

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 the Lead Director, 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, 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.

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 & Public Policy 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 & Public Policy 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 & Public Policy Committee for individual approval. The transactions which 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 percent 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 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 & Public Policy Committee under this policy during 2015.

Under Section 16(a) of the Securities Exchange Act of 1934, our directors and executive officers and persons holding more than ten percent of any class of our equity securities, are required to file with the SEC initial reports of their ownership of our common stock and reports of changes in such ownership. To our

knowledge, based on information furnished to us, there were no late filings by any U. S. Steel directors, executive officers or other persons subject to Section 16(a) of the Securities Exchange Act of 1934 required to be disclosed in this proxy statement.

At the 2015 Annual Meeting of Stockholders, approximately 94% of the votes cast were “For” our advisory vote on executive compensation, up from 78.5% in 2014. We attribute the increase in support to our robust engagement with stockholders and responsiveness to the feedback we heard. We continued this outreach in November and December 2015 by contacting stockholders representing approximately 50% of our outstanding shares and having conversations with stockholders representing approximately 43% of our outstanding stock. All of the stockholders provided positive feedback regarding recent changes to our executive

compensation program and support the pay-for-performance nature of our compensation program. The Compensation & Organization Committee considered this feedback when reviewing the incentive compensation programs for 2016.

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 2015 compensation paid to our named executive officers.

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, 2015.

This Compensation Discussion and Analysis (“CD&A”) contains a discussion of the material elements of compensation awarded to, earned by, or paid to the Corporation’s “Named Executive

Officers” (“NEOs”), including our principal executive officer, the principal financial officer, and the next three most highly compensated executives of U. S. Steel in 2015.

Executive Summary

The Carnegie Way: Earning the Right to Grow and Driving Sustainable Profitable Growth

2015 Highlights and Accomplishments

Carnegie Way Transformation Improving Earnings Power

The chart below illustrates the positive impact of our Carnegie Way process on adjusted EBITDA in 2015. In 2015, the Corporation’s revenue declined nearly $6 billion due to lower average realized prices and a decrease in shipment volumes. The decline in revenue was partially offset by lower costs, particularly for raw materials and energy, however, these lower costs would not have been enough to reach positive adjusted EBITDA in 2015. Our realized Carnegie Way benefits in 2015 of $815 million helped the Corporation achieve positive adjusted EBITDA of $202 million.

Near-Term Steps to Return to Profitability. Our management team took several critical actions in 2015, including: idling facilities; freezing the defined benefit pension plan for non-represented employees; right-sizing the organization; and exiting parts of the business where it is not possible to earn an economic profit. These were tough decisions for the executive team and, despite the dire economic circumstances, U. S. Steel ended 2015 as a more streamlined organization focused on generating economic profit across all business cycles.

Longer-Term Steps to Improve Our Position. We continue to take steps to improve our position for the long-term. We recently announced the restructuring of the commercial entities within our flat-rolled operating segment to create differentiated steel solutions that will better meet the needs of our existing customers and provide increased opportunities to establish new customer relationships. We have also recently taken actions to streamline our support functions at both our headquarters and at our plants, reducing headcounts and other selling, general and administrative spending.

We have taken these actions as part of our strategy to return to profitable growth and deliver sustainable value creation for our stockholders when market conditions improve.

Maintaining Pay-for-Performance Approach in Challenging Environment

The following table highlights the key elements of our highly performance-based compensation structure. Goals for each incentive component are set at the beginning of the performance period for the entire period and above market performance is required for the target payout to be made under the relative TSR metric.

Compensation Decisions and Outcomes Demonstrate Alignment with Performance

Compensation Decisions for 2015

Changes to the Compensation Program

Commitment to Stockholder Engagement on Executive Compensation Matters

In November and December of 2015, we contacted stockholders representing approximately 50% of our outstanding shares and held telephonic meetings with stockholders representing ownership of approximately 43%. Our stockholders are supportive of the pay-for-performance nature of our executive program and none suggested any significant changes at this time.

Compensation Governance Practices

Our compensation program is designed to promote exceptional performance and align the interests of our executives with the interests of our stockholders while avoiding excessive risk taking. Our executive compensation is directly aligned with company performance and measurable financial metrics.

Our executive compensation program is designed to attract, reward and retain executives who make significant contributions through operational and financial achievement aligned with the goals and philosophy of our Carnegie Way transformation

and the long-term interests of stockholders. The following five principles support these objectives and guide the design of our compensation program:

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 short-term incentive awards are paid in cash, but the Committee retains discretion to provide the award in cash, stock, or a combination of both.

The AICP is designed to focus executives primarily on cash generation and profitability. It is funded each year based on the achievement of a pre-determined net sales performance

goal, and once funded, actual amounts earned are based on the achievement of cash flow and earnings before interest and taxes (EBIT) performance measures. Final awards may be increased or decreased based on individual performance. In addition, achieving a performance goal related to safety can provide for an additional 5% of the target award. The Committee determined that cash flow and EBIT were the appropriate measures to drive the transformation required to achieve our goal of sustainable profitability.

The target award under the AICP for each NEO is equal to the target percentage applied to the executive’s base salary. The following table shows the maximum award payable under the AICP for 2015 and the actual amount awarded by the

Committee after consideration of the executive’s individual performance. Because the safety performance goal was not met, the maximum award does not include the 5% increase for safety performance.

In setting the goals under the AICP for 2015, the Committee considered the Corporation’s performance over the past five years, the business plan for the year, industry performance, and the Corporation’s business transformation efforts. In general, the maximum performance goals were set at an amount that would

require the Corporation to achieve a substantial level of Carnegie Way benefits and approximate 2014 incentive targets, which was considered a significant stretch given the changing market conditions impacting the Corporation at the time.

In addition to determining individual targets, the Committee approved EBIT goals for each NEO. For the CEO, CFO and general counsel, the EBIT goal is based on total income, which generally measures the operational results of all business segments. For executives assigned to a specific segment, the EBIT goal is based on the income goal for that segment (for Messrs. Matthews and Turk, this was the Flat-Rolled segment). For all other executives, the EBIT goal is weighted among the business segments based on the amount of leadership and support provided to each segment. This segment allocation of the EBIT 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.

We concluded 2015 with a total of $11.6 billion in net sales, therefore the award pool was funded for 2015 because the net sales goal of $9 billion was achieved. The payout rate (prior to adjustment of individual and safety goals) 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. As noted previously, the 2015 payout under the annual incentive compensation plan was $0 for our NEOs, and the average payout for our executives over the last three years is 86% of target.

In determining the CEO’s annual incentive, the Committee considers, among other things, the CEO’s individual performance in delivering results for the established value creation drivers of profitability, customer focus, operational excellence and high performing organization. The CEO’s individual performance objectives are reviewed by the 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 Committee sets performance goals for each annual period based on expected business results for the upcoming year, which are intended to be challenging stretch goals. The Committee uses its business judgment in reviewing each of these individual items and does not assign specific quantitative weighting to such items.

While the Corporation faced a number of challenges in 2015, including extreme macroeconomic headwinds, the Committee remains confident in the leadership of our executives who focused on the factors within their control to steer the Corporation through this difficult economic environment. The following provides a brief summary of each NEO’s individual performance and contribution to the Corporation in 2015:

Mario Longhi - Mr. Longhi provided superior leadership of the Corporation’s transformation efforts through ongoing implementation and application of the Carnegie Way method

as the disciplined and structured approach for improving business performance. The Corporation achieved record levels of $815 million in Carnegie Way benefits in 2015. Through Mr. Longhi’s efforts leading the Carnegie Way, innovation was realigned and elevated as a strategic priority. Mr. Longhi also set the tone for dedicated commitment to the Corporation’s long-standing core values, including safety, and in 2015 witnessed the achievement of two safety records as measured by fewer days away from work and lower OSHA recordable rates. In addition, Mr. Longhi continued his efforts to strengthen relationships with federal, state and local decision makers and served as a zealous advocate for the steel industry during the drafting, negotiation and consideration of essential trade legislation. Mr. Longhi continued to provide strong strategic leadership, adjusting as necessary in the difficult economic environment.

David Burritt - Mr. Burritt provided exceptional leadership in all of U. S. Steel’s strategic and financial matters, including those relating to Finance, Strategy & Transformation, Revenue Management, North American Flat-Rolled Commercial Entities, Procurement & Supply Chain, Information Technology, Investor Relations, Human Resources, and Corporate Communications and Community Affairs. Mr. Burritt led the restructuring of the Corporation’s commercial entities to further align the organization and focus on customer solutions and service. He elevated the Corporation’s cash consciousness to maintain

strong liquidity and cash on hand in an industry in recession. He not only set rigorous performance standards and made difficult decisions, but, as an architect of the Carnegie Way, also positioned the Corporation to survive a deep trough and respond favorably when the market recovery emerges. Through Mr. Burritt’s financial and strategic leadership, the Corporation was able to achieve positive operating cash flow and positive adjusted EBITDA for the year, despite a wave of macroeconomic headwinds.

Suzanne R. Folsom - Ms. Folsom provided outstanding leadership to Legal, Compliance, Government Affairs, International Trade, Environmental Affairs, Corporate Security, Aircraft, Real Estate, Labor Relations, and U. S. Steel’s joint ventures. Under her exceptional leadership, she led several strategic initiatives this year, including: leading the successful negotiations for three-year collective bargaining agreements with the United Steelworkers; directing ongoing efforts towards a resolution for the complex Companies’ Creditors Arrangement Act (CCAA) process for U. S. Steel’s unprofitable Canadian subsidiary; filing the steel industry’s three trade cases in the United States; and championing the Trade Adjustment Assistance (TAA) bill signed by President Obama in June. Ms. Folsom is a key member of the executive management team who not only provides excellent legal and compliance advice and strategy, but also business expertise and analysis to ensure that the Corporation operates with proper protocols, practices and controls to mitigate risk and create value for its stakeholders.

Douglas Matthews - Mr. Matthews led the North American Flat-Rolled operations in 2015 and continued successful implementation of Carnegie Way methodology into our largest operating segment. The operational excellence, reliability centered maintenance and war on cost initiatives have been extremely effective and critical to the organization in delivering tangible benefits, including ensuring preservation of assets and reduction in process variability. In 2015, Carnegie Way benefits and efficiencies arising out of that work resulted in a $61 per ton improvement. In addition, Mr. Matthews led the business related aspects of the successful negotiation of three-year collective bargaining agreements with the United Steelworkers. In late 2015, Mr. Matthews assumed leadership over the newly realigned Industrial, Service Center and Mining commercial entity.

Geoff Turk - Mr. Turk led the North American Flat-Rolled Service Center Solutions business in 2015. In this role, he used the Carnegie Way to transform delivery performance leading a change he invented called Inventory Velocity Program, where he improved the business performance to a level not seen previously. Under Mr. Turk’s leadership, Service Center Solutions increased business with selected service centers, resulting in a year over year increase in business despite challenging economic climate, and strengthened long-term partnerships in the industry. In late 2015, the decision was made to merge this commercial entity with the Industrial entity to better align the business structure and costs with the realities of the business.

Equity awards under the long-term incentive program (LTIP) are allocated among:

The Committee believes that these three long-term incentive vehicles best accomplish the objectives of aligning pay with performance and retaining executives. In February 2015, the Committee granted the long-term performance awards set forth in the table below.

Performance-Based Awards (60% of LTIP Award Value)

Performance awards provide an incentive for executives to earn shares and cash 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 2015, the three-year performance period began on January 1, 2015, and will end on December 31, 2018 (the “2015 Performance Period”). The value of the performance awards granted under the 2015 Performance Period was divided equally between relative TSR performance awards and ROCE performance awards. The three-year goals focus management on driving attractive returns on the capital we employ and on increasing stockholder value.

TSR performance awards

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 over the three-year performance period. TSR is determined based on the following formula: final price plus dividends per share for the performance period, divided by the initial price, raised to 1/3, minus 1. The initial price and final price used are the average closing price for the 20 business days prior to the first and last day of the performance period, respectively.

As noted in the table below, above market performance at the 60^th percentile is required for target payout, and no payout is made for performance below the 30^th percentile.

For the three-year performance period beginning 2016, the Committee adopted a new peer group consisting of 12 domestic steel or steel-related companies for use in evaluating relative TSR (described in more detail under “Executive Compensation Peer Group” beginning on page 34). In addition, the Committee approved a new policy beginning with 2016 grants to address any potential pay for performance disconnect should the Corporation’s TSR be negative over the performance period (regardless of relative performance).

Restricted Stock Units (20% of LTIP Award Value)

Restricted stock units are awards that deliver shares of common stock and accumulated dividends upon vesting. Restricted stock units 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 Committee believes that restricted stock units 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.

ROCE performance awards

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 provided during an ongoing performance period due to competitive reasons.

Beginning in 2015, the ROCE awards were granted in cash, rather than shares, to mitigate dilutive effects of a share grant.

Stock Options (20% of LTIP Award Value)

Stock options are “at-risk” awards that reward executives for an increase in the Corporation’s stock price over the term of the option. The value of the options is limited to the appreciation of our stock price, if any, above the option’s exercise price after the option becomes exercisable and before it expires. Stock options are:

On February 24, 2015, the Committee granted traditional stock options with an exercise price based on the fair market value on the date of grant, which was $24.78.

Base salary

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.

Benefits

NEOs participate in many of the benefits provided to nonunion 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 executive officers. 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-union participants on December 31, 2015. For employees not covered by the Pension Plan, the Corporation makes a contribution to a “Retirement Account” under the Savings Plan, which is in addition to any matching contributions made under the Savings Plan.

In 2015, Mr. Matthews was the only NEO covered by the Pension Plan and the related non-qualified plans described below. All of the NEOs participated in the Savings Plan and, except for Mr. Matthews, received 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 nonunion participants.

The purpose of the Non Tax-Qualified Pension Plan, 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 Qualified Plans due to certain limits under the Internal Revenue Code. The benefit accrual formulas under these Non-Qualified Plans are approximately equal to the formulas under the respective Qualified Plans.

The purpose of the Supplemental Pension Program and the Supplemental Retirement Account Program is to provide pension benefits based upon compensation paid under our short-term incentive compensation plans, which is excluded under the Qualified Plans. 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.

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 (1) prior to age 60 or before completing 15 years of service, or (2) within 36 months of the date coverage under the program commenced. Similarly, unless the Corporation consents, benefits under the Supplemental Retirement Account Program are not payable if the executive voluntarily terminates employment (1) prior to age 55 or before completing 10 years of service (or, if earlier, attaining age 65), or (2) within 36 months of the date coverage under the program commenced. We believe that these restrictions help to support our retention objectives.

For more information on our retirement programs, see the Pension Benefits table and Non-Qualified Deferred Compensation table later in this proxy statement.

Perquisites and Security

As part of the Carnegie Way initiative, we examined the perquisites that historically have been offered to executives, and have eliminated or reduced many of them, and none have been extended to any executive hired after November 2014. We continue to provide a limited number of reasonable perquisites as a recruiting and retention tool and to ensure the health and safety of our key executives. The perquisites available to our NEOs in 2015 are described in the footnotes to the Summary Compensation Table on page 37 of this proxy statement. In general, the perquisites:

The perquisites provided maximize the safe and efficient use of our executives’ time and, by facilitating the development of commercial and other business relationships, provide a significant benefit to the Corporation and its stockholders. The perquisites provided to the NEOs in 2015, other than the CEO, were limited to tax preparation and financial planning, relocation benefits, and physical exams (for the CFO only).

The perquisites we provide include residential and personal security services to employees who are the subject of a credible and specific threat on account of his or her role with the Corporation. The level of security provided depends upon the nature of the circumstance. In 2015, Mr. Longhi was the only NEO who was provided with security services. The Board believes that providing personal security in response to threats arising because of employment by the Corporation is business-related.

We do not provide gross-up payments to cover personal income taxes that may be attributable to any of the perquisites except for (a) relocation and (b) tax equalization and travel related to expatriate assignments. These gross-ups are also provided to non-executive employees.

Change in Control Arrangements

Prior to 2016, the Corporation had entered into individual evergreen change in control agreements with each of its named executive officers and certain other executives. As part of the Committee’s ongoing review of executive compensation trends, it decided to replace the individual agreements with a single change in control plan and issued notices that the agreements would not be renewed. The issuance of the notices caused the agreements to expire as of December 31, 2016 (the “Expiration Date”). At the end

of 2015, each of the named executive officers elected to terminate their change in control agreements prior to the Expiration Date in favor of obtaining coverage under the Corporation’s Change in Control Severance Plan (the “CIC Plan”) that was adopted by the Committee in November 2015. The CIC Plan became effective on January 1, 2016, and 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 provides for substantially similar terms as were provided under the individual agreements.

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 named executive officers are entitled to a payment equivalent to a multiple of his or her salary and bonus which is consistent with the severance payment multiples under the prior change in control agreements. For Messrs. Longhi and Burritt and Ms. Folsom, the severance payment multiple is 2.5x, and for Mr. Matthews, is 2x. Mr. Turk left the Corporation in January 2016 and therefore, is no longer covered by the CIC Plan; the severance multiple applicable to Mr. Turk prior to his departure was 2x. The CIC Plan provides for payments and benefits that are substantially similar to the payments and benefits provided under the individual agreements, and also provides the Committee more flexibility to make changes to the benefits in the future based on business needs or executive compensation trends. 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 payments and benefits.

Letter Agreements

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 Messrs. Longhi, Burritt, Turk, and Ms. Folsom, the Corporation agreed to severance provisions in their offer letters. The severance provisions for Messrs. Longhi and Burritt expired in 2015, and expired in January 2016 for Ms. Folsom. Mr. Turk left the Corporation in January 2016, and severance benefits equal to one-year base salary and target bonus were paid in accordance with his letter agreement. Mr. Turk is currently subject to a one- year non-compete agreement. The Corporation does not have any other agreements with its NEOs.

Independent Consultant and Management Input

The 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 Committee and does not perform services for management without the express approval of the Committee. There were no services performed by the consultant for management in 2015.

The consultant regularly participates in Committee meetings, including executive sessions, and advises the 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 Committee makes its determinations based upon its evaluation of the CEO’s performance and with input from its consultant. Each year, the 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 approved CEO goals and objectives. The CEO does not participate in the presentations to, or discussions with, the Committee in connection with the setting of his compensation.

Tally Sheets

The 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 Committee in determining whether the compensation package of each named executive officer is appropriately aligned with our compensation philosophy and the compensation practices of our peers.

Executive Compensation Peer Group

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

In 2015, Hess Corporation was removed from the peer group for purposes of evaluating performance under the long-term incentive plan, and for 2016, was removed for purposes of benchmarking executive compensation practices.

New Long-Term Incentive Plan Performance Peer Group for 2016

In February 2016, the Committee approved the use of a second peer group that will be used for evaluating long-term performance. Therefore, going forward the Corporation will utilize two peer groups as described below:

We created the new performance peer group 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. In setting the executive compensation peer group, the 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 the Corporation’s talent that is transferable.

The performance peer group consists of twelve domestic companies in the steel industry. The use of a second peer group

or index for evaluating TSR is a common practice among our peers. Because steel industry companies have traded differently from many of our large industrial peers since 2012, the use of a second peer group is more appropriate when evaluating relative TSR performance. Peers were selected based on criteria that included:

The Performance Peer Group consists of the following companies:

In conjunction with the adoption of the new performance peer group for use in our relative TSR performance award plan, we adopted a negative TSR provision which is explained in further detail in the preceding section entitled “TSR Performance Awards.”

Under our stock ownership policy, Mr. Longhi has a stock ownership requirement of six times his salary midpoint. Messrs. Burritt and Matthews and Ms. Folsom each have a stock ownership requirement of three times their salary midpoint. The stock ownership policy requires 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.

Anti-Hedging and Pledging

We have a policy that prohibits all directors and employees, including the named executive officers, from engaging in any transaction that is designed to hedge or offset any decrease in our stock price. Our anti-pledging policy prohibits directors and executive officers, including the named executive officers, from pledging our stock as collateral for a loan or holding shares in a margin account.

Clawback Policy

The Board has adopted a policy setting forth procedures to recover payment 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.

Compensation and Risk Management

The 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 Committee concluded that our 2015 compensation programs discourage executives from taking excessive risks and encourage them to act in the best interests of the Corporation’s stockholders.

Accounting and Tax Considerations

In determining executive compensation, the 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 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 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 14 to the Financial Statements included in our Annual Report on Form 10-K for the year ended December 31, 2015 filed with the SEC on February 29, 2016.