Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

(c) On June 14, 2022, United States Steel Corporation (the "Corporation") announced the appointment of Ms. Jessica T. Graziano, age 49, as Senior Vice President & Chief Financial Officer of the Corporation, effective August 8, 2022 (the "Effective Date"). Prior to joining the Corporation, Ms. Graziano served in levels of increasing responsibility at United Rentals, Inc., including Executive Vice President and Chief Financial Officer from 2018-2022, Senior Vice President - Controller and Principal Accounting Officer from 2017-2018, and Vice President - Controller and Principal Accounting Officer from 2014-2017.

The Corporation has not entered into any transactions with Ms. Graziano identified in Item 404(a) of Regulation S-K, other than those related to compensation as an employee of the Corporation, and Ms. Graziano has no familial relationships with executives or directors of the Corporation.

As Senior Vice President & Chief Financial Officer, Ms. Graziano will receive the following compensation package:

· Base salary of $700,000;

· Annual target award under the Corporation's annual incentive compensation plan

of 100% of base salary;

· Target annual grant under the Corporation's long-term incentive program

("LTIP") of $2,400,000, with a prorated 2022 LTIP grant of $1,000,000;

· New hire award of $1,000,000 payable in cash, with $500,000 payable within 30

days of hire date and $500,000 payable within 30 days of the one-year

anniversary of employment;

· New hire award of $3,000,000 payable in cash in March 2023 in recognition of

Ms. Graziano's forfeiture of near-term cash and equity incentives from her

prior employer;

· New hire award of $1,000,000 in restricted stock units, 100% of which will vest

three years from the date of the grant; and

· One-time award of $2,000,000 comprised of performance-based restricted stock


   units, which will vest on December 31, 2025 if certain strategic performance
   metrics are achieved over a four-year performance period. The terms of this
   award are consistent with the "SVP Awards" described in the Corporation's
   Current Report on Form 8-K filed with the Securities and Exchange Commission
   (the "Commission") on December 30, 2021.

Ms. Graziano was also designated as a participant in the Corporation's Executive Severance Plan and a Tier II participant under the Corporation's Change in Control Severance Plan, and will also receive compensation pursuant to certain plans provided by the Corporation, including health and benefit plans and retirement plans typically available to other executive officers. A description of these compensation plans can be found in the Corporation's Proxy Statement filed on Schedule 14A with the Commission on March 11, 2022. These plans are also listed as exhibits to the Annual Report on Form 10-K filed with the Commission on February 11, 2022. In addition, in the event that a new Chief Executive Officer is appointed, and Ms. Graziano submits notice of her intent to resign within twelve months of such appointment, she will be eligible for severance benefits in an amount equivalent to those under the Corporation's Executive Severance Plan, provided that her notice is submitted six months in advance of the intended resignation date.

Ms. Graziano was also provided with certain benefits that are typically provided to newly hired executives, including reimbursement of reasonable relocation expenses and related tax preparatory services.

The summary of Ms. Graziano's compensation package included in this Current Report on Form 8-K is qualified in its entirety by reference to the full text of the Offer Letter, a form of which will be attached as an exhibit to the Corporation's Quarterly Report on Form 10-Q for the quarter ending June 30, 2022, and is incorporated herein by reference.

As previously disclosed in the Corporation's Current Report on Form 8-K filed with the Commission on February 15, 2022, Ms. Christine S. Breves will remain employed with the Corporation through the end of the year and will transition to the role of Executive Vice President - Business Transformation as of the Effective Date in order to assist with the transition of her finance duties to Ms. Graziano, continue performing her other operational responsibilities, and assist with specified strategic goals as the Corporation continues to execute its Best for All® strategy.




Item 8.01 Other Events

On June 14, 2022, the Corporation issued a press release announcing the appointment of Ms. Graziano as Senior Vice President & Chief Financial Officer. The full text of the press release is filed herewith as Exhibit 99.1 and is incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits





(d) Exhibits.

The following exhibit is filed herewith:

Exhibit No. Description



    99.1        Press Release, dated June 14, 2022, titled "United States Steel
              Corporation Names Jessica Graziano as Senior Vice President and
              Chief Financial Officer."

104 Cover Page Interactive Data File (embedded within the Inline XBRL document).

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