Aims to Install an Independent Slate and
Legendary CEO Committed to Abandoning the Blocked Nippon Deal,
Collecting the $565 Million Breakup Fee and Making U.S. Steel Great
Again in the Public Market
Believes the Board’s Decision to Pursue a
Risky Sale to Nippon – an Overseas Bidder Paying Just $1 Per Share
More Than the Top Domestic Bidder – Has Led to a Dead End
Contends the Board and CEO David Burritt,
Who Collectively Stood to Receive $100+ Million if the Sale
Proceeded, Prioritized Deal Advocacy at the Expense of Financial
Health and Operational Performance
Expresses Concern About the Board and Mr.
Burritt Continuing to Devote Immense Resources to Litigation
Despite Legal Headwinds, Labor Resistance and Bipartisan
Policymaker Opposition
Slate’s Foremost
Priority is Pursuing a Public Market Turnaround of U.S. Steel – Not
Trying to Solicit Alternative Bids and Sell the
Company
Ancora Holdings Group, LLC (collectively with its affiliates,
“Ancora” or “we”), a diversified investment firm that oversees
approximately $10 billion in assets, today issued the below open
letter to the Board of Directors (the “Board”) of United States
Steel Corporation (NYSE: X) (“U.S. Steel” or the “Company”)
regarding a variety of issues, including the Company’s recently
blocked sale to Nippon Steel Corporation (“Nippon”).
To receive important updates, visit
www.MakeUSSteelGreatAgain.com.
***
January 27, 2025
United States Steel Corporation 600 Grant Street Pittsburgh, PA
15219 Attn: The Board
Dear Members of the Board,
Ancora is a growing shareholder of U.S. Steel. As an investment
firm with deep roots in the Midwest, we have an affinity for the
industrial and logistics companies that collectively form the
backbone of America’s economy. We are proud to be investors in
companies such as Berry Global Group, Inc., Norfolk Southern
Corporation, RB Global, Inc. and now U.S. Steel. Owning these types
of businesses enables us to pursue strong risk-adjusted returns
while helping support American competitiveness, job creation and
wage growth.
Although we understand why the Board explored strategic
alternatives in 2023, its ultimate decision to ignore national
security and pursue a risky sale to Nippon – an overseas bidder
that came in just $1 per share higher than a competing domestic
bidder – has led to a dead end. There appears to be no legal basis
and no precedent for U.S. Steel’s costly litigation over the
Presidential Executive Order blocking the transaction. Moreover,
President Donald Trump is a vocal opponent of the deal and
long-term proponent of strengthening America’s domestic
manufacturing base. He also has long-held skepticism about foreign
direct investment from Japan based on his own business dealings
dating back to the 1980s. We see no reason to believe that
President Trump, a high-conviction businessman who was elected by
middle-class and working-class voters, is going to contradict his
self-described “America First” agenda and disregard the opposition
of the United Steelworkers.
The Board’s choice to double down on its extremely poor decision
to pursue a sale to Nippon has also kept U.S. Steel in a corroded
state. Chief Executive Officer David Burritt, who stood to rake in
more than $70 million himself if the sale had been consummated, has
been allowed to misallocate capital, issue unreliable and
overoptimistic forecasts, and repeatedly miss financial targets. It
seems the Board failed to keep Mr. Burritt’s attention on
efficiency, execution and risk management as steel prices remained
depressed over the past year. Rather than finally acknowledge the
Company’s perilous trajectory and try to course correct, the Board
remains steadfastly committed to an underperforming leader who
apparently lacks the ability and vision to bring U.S. Steel back
from a busted transaction.
In light of these alarming decisions and the unjustifiable
deference to Mr. Burritt, who has made clear through outlandish
rhetoric that he is self-interested and unfit for leadership,
Ancora has nominated nine highly qualified, independent candidates
for election to the Board at U.S. Steel’s 2025 Annual Meeting of
Stockholders. Our slate includes individuals with corporate
governance experience, finance expertise, industrials and
manufacturing backgrounds, public policy acumen and other
qualifications critical to turning around a standalone U.S. Steel.
The slate’s plan includes installing Alan Kestenbaum, a steel
industry legend who delivered total shareholder returns of more
than 450% at Stelco Holdings Inc., as a replacement for Mr.
Burritt. We expect the investment community will agree that any
steel company would be fortunate to have Mr. Kestenbaum assume such
a role.
Our slate and Mr. Kestenbaum look forward to ultimately
releasing their full plan for enhancing U.S. Steel’s corporate
governance, cost structure, labor relations, margins, operations
and long-term viability as a force within the American economy.
With the tailwind of President Trump’s agenda, including steel
tariffs, our nominees are confident they will shift the Company’s
strategy from hoping to be saved to implementing a multi-year plan
that targets meaningful share price appreciation.
The Case for Wholesale Change: The Board Has
Doubled Down on its Bad Decision to Pursue a Risky Sale – Even
After the Sale was Blocked by Executive Order
We want to take this opportunity to share a few key facts. First
and foremost, no transaction blocked by Presidential Executive
Order after a review by the Committee on Foreign Investment in the
United States has ever gone through. This means there is no legal
precedent for the litigation brought by U.S. Steel and Nippon
earlier this month.
Although U.S. Steel seems to be holding out hope that it can
convince President Trump to approve the deal, the facts indicate
that this is a pipe dream. President Trump has repeatedly voiced
opposition to the transaction and has long been skeptical of deals
with Japanese businesses.1 In fact, just last month he stated “I am
totally against the once great and powerful U.S. Steel being bought
by a foreign company, in this case Nippon Steel of Japan […] As
President, I will block this deal from happening.”2 Nothing he has
said since former President Joseph Biden’s Executive Order
indicates a change of heart.
In addition to the aforementioned headwinds, the blocked deal
also faced opposition from Vice President J.D. Vance, Secretary of
State Marco Rubio, a bipartisan contingent of high-profile
lawmakers and the United Steelworkers. When they were in the
Senate, Messrs. Vance and Rubio previously co-authored a letter to
then-Secretary of the Treasury Janet Yellen to stress that “[t]he
transaction was not entered into with U.S. national security in
mind.”3 It should be clear as day that U.S. Steel is now fighting a
binding Executive Order, the Trump administration, an array of
senators and representatives, and a multitude of third parties that
do not buy into Mr. Burritt’s self-serving arguments.
The Board should also be aware of what independent and objective
legal experts have to say:
“Unfortunately for Nippon Steel, their
argument is not particularly strong. The president's action in this
case is explicitly excluded from judicial review under U.S.
law.”
- Akira Inoue, partner, Baker &
McKenzie4
“The D.C. Circuit is unlikely to overturn the
blocking order based solely on allegations of pre-determination or
the appearance of a sham process. Substantial evidence of
constitutional violations or procedural defects is normally
required. In addition, there does not appear to be a process for
taking evidence, so the sham argument cannot be developed beyond
what is in the public record.”
- Ken Nunnenkamp, partner, Morgan Lewis5
“Nippon and U.S. Steel face a formidable
uphill battle in challenging CFIUS' referral and the president's
exercise of authority to block the deal on national security
grounds. Congress intended to shield CFIUS' decisions, and the
president's conclusions under the CFIUS regime, from virtually all
judicial review, an approach that is consistent with broad judicial
deference to the executive branch on national security
matters.”
- Mario Mancuso, George W. Hicks Jr. and
Lucille Hague, partners, Kirkland & Ellis6
It borders on delusional to think that the Trump administration
would use precious political capital at the start of its term to
reverse its public position on the transaction, not to mention
undermine its clearly articulated focus on revitalizing American
manufacturing and insourcing.
The Case for Wholesale Change: The Board Has
Allowed a Conflicted, Underperforming CEO to Hinder U.S. Steel’s
Credibility and Undermine the Company’s Future
Ancora has a proven track record of correctly identifying
companies that are held back by conflicted or unfit CEOs. Before we
seek the removal of a CEO, we typically try to work with a board of
directors to address and course correct the executive’s
shortcomings. In this case, however, we see no future with Mr.
Burritt.
In our view, Mr. Burritt exhibited disqualifying behavior on
January 3rd, when he issued a statement that called former
President Biden’s decision “shameful and corrupt.” He continued
what appeared to be a tirade by calling highly respected United
Steelworkers President David McCall a “union boss,” effectively
questioning his integrity.7 We also need to scrutinize the Board’s
oversight of Mr. Burritt in light of his public accusation that the
prior administration made a decision that supports the Chinese
Communist Party. It runs counter to the interests of shareholders,
to which Mr. Burritt owes a fiduciary duty, to make seemingly
unhinged and retaliatory statements about plans “to fight President
Biden’s political corruption.”8 Regardless of political leanings,
this is not how standard public company executives act. Perhaps
this is why Jeh Johnson, former Secretary of the Department of
Homeland Security, abruptly resigned from the Board in recent
weeks.
Since before the sale to Nippon was announced, Mr. Burritt also
appears to have diverted his focus from U.S. Steel’s operations.
For example, on the conference call for the Nippon sale
announcement, analysts noted that Big River’s EBITDA per ton was
down roughly 59% and the mini-mill cost per ton was up roughly 23%
following the 2021 Big River acquisition.9 Mr. Burritt’s response
to this was tone deaf: “we feel absolutely wonderful about this Big
River facility. And with Big River 2, it's going to be even more
remarkable.”10
When U.S. Steel reported fourth quarter and full year 2023
earnings only six weeks later, it revealed $12 million of costs
related to Big River, which had the effect of reducing the
mini-mill segment’s EBITDA to just $74 million.11 Unfortunately for
shareholders, the trend of excess costs at Big River has continued
unabated. On September 19, 2024, the Company disclosed that the
mini-mill segment’s adjusted EBITDA would be lower than the
previous quarter, impacted by $40 million of costs from the Big
River 2 mini-mill.12 The Company followed this with a vague
cautionary note on December 19, 2024, stating Big River 2
“ramp-related costs exert pressure on the quarter.”13
In addition to unrelenting Big River cost overruns, U.S. Steel
has consistently missed earnings estimates over the past year and a
half while lagging its peers. Notably, during Mr. Burritt’s tenure,
the Company’s total shareholder returns have underperformed peers
by a staggering 227.7%.
Total Shareholder
Returns*
1-year
5-year
Burritt CEO Tenure
U.S. Steel
-7.7%
-21.3%
13.5%
Peer Median
24.9%
180.6%
241.2%
Relative Performance
-32.2%
-201.9%
-227.7%
Source: FactSet and Bloomberg. Peers
include Commercial Metals Company, Cleveland-Cliffs Inc., Reliance,
Inc., Steel Dynamics, Inc. and Nucor Corporation.
*Total shareholder returns as of market
close August 11, 2023, the last trading day prior to the Company’s
disclosure of initiating a strategic alternatives process. Mr.
Burritt’s election by the Board to assume the CEO role was
announced May 10, 2017.
Key Performance
Metrics**
Revenue Growth
Adjusted EBITDA Growth
CapEx Growth
Free Cash Flow Growth
U.S. Steel
19.7%
-25.6%
336.6%***
-225.7%
Peer Median
38.3%
15.5%
79.2%
55.0%
Relative Performance
-18.6%
-41.1%
257.4%
-280.7%
**Key performance metrics measured from
figures reported by U.S. Steel and peers from Q2 2021 to Q3 2024.
These dates reflect the start of the economic recovery from COVID
and the most recently reported quarter.
***CapEx Growth is based on incurred
expenses and likely does not yet reflect U.S. Steel's $600 million
budget expansion for Big River 2.
U.S. Steel is now in a dire state due to its excessive capital
spending, high debt, soft earnings and nonexistent contingency
plan. While Mr. Burritt may not care due to what seem to be his
jet-setting ways, we believe the city of Pittsburgh and the
Commonwealth of Pennsylvania have been put at economic risk by his
sale aspirations and mismanagement of the Company. There are
consequences associated with having out-of-touch leadership with
weak involvement in local communities. Absent a miracle, Ancora
believes a substantial and urgent reconstitution of the Company’s
leadership is necessary.
An Alternative Path Forward: Our Slate and
Mr. Kestenbaum Want to Make U.S. Steel Great Again in the Public
Market
Ancora has nominated a fit-for-purpose slate with nine highly
qualified individuals, whose complementary skills make them greater
than the sum of their parts. Each is a leader in his or her
respective field and is able to draw on prior public company
experience to help set a viable go-forward strategy. Our nominees
include individuals with experience in corporate governance,
executive leadership, finance, logistics, manufacturing, regulatory
affairs and strategic transactions. They come to the Board free of
the incumbents’ past mistakes, open-minded, and committed to
producing enduring value for shareholders and stakeholders.
Importantly, the slate includes industry heavyweight Alan
Kestenbaum, the former Chairman and CEO of Stelco, as a CEO
candidate for U.S. Steel. If our slate’s campaign is successful,
Mr. Kestenbaum will bring to the role a uniquely close relationship
with the United Steelworkers, expertise in identifying and
operating undervalued assets, and an unrelenting commitment to
delivering the best possible results.
Most notably, Mr. Kestenbaum has a history of turning U.S.
Steel’s failed endeavors into home runs. Look no further than what
he accomplished at Stelco, a company U.S. Steel put into
bankruptcy. Mr. Kestenbaum acquired Stelco for approximately $53
million, only to later sell it for more than $2 billion.14 In the
process, he enriched his shareholders through the success of a
turnaround, whereas U.S. Steel’s investors received virtually
nothing for the asset. Considering the significant underperformance
of U.S. Steel’s operations and Mr. Burritt’s underwhelming results
as a leader, Mr. Kestenbaum represents a massive upgrade on all
fronts.
If elected, our slate and its CEO candidate are committed to the
following:
- Pursuing the $565 million breakup fee that U.S. Steel needs
based on Mr. Burritt’s own statements regarding the prospect of
potential facility closures and layoffs.
- Immediately ending the current Board’s spending spree on Wall
Street advisors, which we estimate to be a nine-figure sum over the
past 18 months.
- Revamping the executive leadership team to be full of operators
residing near facilities and plants.
- Restoring relations with labor union members and leaders,
community organizations and elected officials.
- Releasing a clear standalone strategy so investors have
transparency about priorities for capital allocation, operations
and production, and other commercial initiatives.
- Protecting Mon Valley Works and other facilities Mr. Burritt
has threatened to close. It’s important to highlight that Mr.
Kestenbaum’s track record as a CEO includes increasing employment
everywhere he has been.
- Not soliciting acquisition proposals from Cleveland-Cliffs,
Inc. or any other partner (domestic or foreign).
Please note that despite the sale to Nippon being blocked this
month, you – the Board – decided to keep a January deadline for
director candidate nominations in an apparent effort to insulate
yourselves. We complied with your deadline despite being in the
process of amassing a meaningful stake that will be disclosed in
due course. Make no mistake, Ancora, as well as Mr. Kestenbaum,
intend to build meaningful positions as sale pipe dreams fade and
the Company’s share price continues resetting from what have been
artificially inflated levels.
In closing, our goal here is straightforward: make U.S. Steel
great again for the benefit of employees, customers, shareholders
and all other stakeholders who want a bright future for this
American icon. Only under a new Board and management team do we
believe this is possible.
Regards,
Fredrick D. DiSanto
Chairman and Chief Executive Officer
Ancora Holdings Group, LLC
James Chadwick
President
Ancora Alternatives LLC
***
DIRECTOR CANDIDATE
BIOS
Jamie Boychuk
Mr. Boychuk is an experienced public company executive with a
relevant background in logistics, operations and supply chain
management as well as valuable perspectives from his tenure at a
major customer of U.S. Steel (Canadian National Railway
Company).
- Most recently served as Executive Vice President of Operations
at CSX Transportation (NASDAQ: CSX) from October 2019 to August
2023, leading to best-in-class operating efficiency.
- Held various operations leadership roles at CSX, including
Senior Vice President of Network Operations and Mechanical,
Engineering, Intermodal, since joining the company in May
2017.
- Previously served in various leadership roles, including
General Manager and General Superintendent, at Canadian National
Railway Company (TSX: CNR, NYSE: CNI) from September 1997 to March
2017.
- Received business and leadership certificates from the
University of Notre Dame and Northwestern University’s Kellogg
School of Management.
Fredrick D. DiSanto
Mr. DiSanto is a shareholder and experienced public company
director with expertise in capital allocation, corporate finance,
and the debt and equity markets.
- Currently serves as Chairman and Chief Executive Officer at
Ancora Holdings, the parent company of Ancora Alternatives, a U.S.
Steel shareholder.
- Previously served as the Chief Executive Officer of Regional
Brands Inc. (OTC: RGBD), a publicly traded holding company, from
November 2016 to March 2021.
- Currently serves on the boards of directors of Ampco-Pittsburgh
Corporation (NYSE: AP), a specialty metal products and customized
equipment company; The Eastern Company (NASDAQ: EML), a company
that manages industrial businesses; and Regional Brands.
- Holds a B.S. in Management Science from Case Western Reserve
University and an M.B.A. from the Weatherhead School of Management
at Case Western Reserve University.
Robert P. Fisher, Jr.
Mr. Fisher is a seasoned investment manager, investment
banker and public company director with significant experience in
dealmaking and the metals and mining sector.
- Currently serves as President and CEO of George F. Fisher,
Inc., a private investment company that manages a portfolio of
public and private investments, since January 2002.
- Previously served in various leadership positions at Goldman
Sachs Group Inc. (NYSE: GS) from 1982 to 2001, including as
Managing Director and head of the Investment Banking Mining Group
and earlier as head of the Canadian Corporate Finance and
Investment Banking units.
- Served on the board of directors of Cleveland-Cliffs Inc.
(NYSE: CLF) from July 2014 to May 2024, where he was Chair of the
Compensation Committee from 2014 to 2018. Also served on the board
of directors of CML Healthcare, Inc. (formerly TSX: CLC) from 2010
to 2013, where he was Chair of the Human Resources and Compensation
Committee.
- Received a B.A. from Dartmouth College and an M.A. in Law and
Diplomacy from Tufts University.
Dr. James K. Hayes
Dr. Hayes is a proven senior executive and board member with
experience implementing growth initiatives and a relevant
background in manufacturing and strategic planning.
- Currently serves on the board of directors of Marine Electric
Systems, Inc., a privately held manufacturer of monitoring and
control systems, since October 2019.
- Previously served as Vice President of Westinghouse Air Brake
Technologies Corporation (NYSE: WAB), a provider of
technology-based equipment, systems and services for the freight
rail and passenger transit vehicle industries, from August 2015 to
January 2019. Prior to that, he served as Assistant Vice President
of the Federal Reserve Bank of Richmond from October 2009 to August
2015.
- Served as a senior executive of Eaton Corporation PLC (NYSE:
ETN), a multinational power management company; Tyco Fire &
Security, LLC (a subsidiary of Tyco International plc, n/k/a
Johnson Controls International PLC (NYSE: JCI)), a provider of fire
safety and fire suppression solutions; and Motorola Solutions, Inc.
(NYSE: MSI), a technology, communications and security
company.
- Received a B.S. in Foreign Service in International Economics
from Georgetown University, an M.P.A. in Economics and Policy from
Princeton University, an M.B.A. in Finance and Accounting from the
University of Chicago and a D.B.A. in Management from Case Western
Reserve University.
Alan Kestenbaum
Mr. Kestenbaum is a seasoned steel industry leader and board
member with significant expertise when it comes to turnarounds,
strategy, operations, M&A, and labor and stakeholder
relations.
- Currently serves as Founder and Chief Executive Officer of
Bedrock Industries Group LLC, a privately funded holding company
that owns and operates assets in the metals, mining and natural
resources sectors, since January 2016.
- Previously served as Chief Executive Officer of Stelco Holdings
Inc. (formerly TSX: STLC), a Canadian steel company, from July 2017
to February 2019, and returned to the position in February 2020
until its acquisition by Cleveland-Cliffs Inc. (NYSE: CLF) in
December 2024.
- Also served as Founder and Chief Executive Officer of Globe
Specialty Metals, Inc. (n/k/a Ferroglobe PLC) (NASDAQ: GSM), a
producer of silicon metal and silicon-based specialty alloys. Prior
to that, he was Founder and Chief Executive Officer of Marco
International Corp. and its affiliates, a finance trading group
specializing in metals, minerals and other raw materials.
- Served as Executive Chairman of the boards of directors of
Stelco from July 2017 to December 2024, Globe Specialty Metals from
December 2004 to December 2015 and Ferroglobe from December 2015 to
December 2016.
- Received a B.A. in Economics from Yeshiva University.
Roger K. Newport
With 35 years of experience in the steel industry, Mr.
Newport brings the background of a public company director and
former steel company CEO with expertise in strategy, finance,
M&A, operations, regulatory matters, and labor and stakeholder
relations.
- Previously served as Chief Executive Officer of AK Steel
Holding Corporation (formerly NYSE: AKS), an American steelmaking
and manufacturing company, from January 2016 until it was acquired
in March 2020. Prior to becoming CEO, he held various executive
roles in the finance department from 2010 to 2015.
- Previously served as a member of the board of directors of AK
Steel from January 2016 to March 2020. Also served as Chairman of
the board of directors of the American Iron and Steel Institute, a
trade association of North American steel producers, from January
2016 to March 2020, and as a member of the Executive Board of the
World Steel Association and the Steel Market Development Institute
CEO Group.
- Currently serves on the boards of directors of American
Financial Group, Inc. (NYSE: AFG), a financial services holding
company, since February 2024, as well as Alliant Energy Corporation
(NASDAQ: LNT), a public utility holding company, since July
2018.
- Received a B.A. in Accounting from the University of Cincinnati
and an M.B.A. from the Williams College of Business at Xavier
University.
Shelley Y. Simms
Ms. Simms is a regulatory, compliance and public policy
expert who has held leadership roles at several Pennsylvania-based
corporations and formerly served as a top ethics official for the
state.
- Currently serves as General Counsel and Chief Compliance
Officer of Philadelphia-based Xponance, Inc., a multi-strategy
investment firm, since August 2004, as well as Chief Compliance
Officer of Xponance Alts Solutions, LLC, Xponance’s affiliated
private equity advisor, since September 2021.
- Previously served as an independent legal consultant to
Philadelphia-based Aramark (NYSE: ARMK), a food services and
facilities management provider; Assistant Deputy General Counsel of
Philadelphia-based Comcast Corporation (NASDAQ: CMCSA), a global
media and technology company; and an Associate at Ballard Spahr
Andrews & Ingersoll, LLP, a national law firm.
- Currently serves as a member of the board of directors of 1st
Colonial Community Bank, a subsidiary of 1st Colonial Bancorp, Inc.
(OTC: FCOB), since July 2021, as well as an Independent Trustee of
City National Rochdale Funds, a mutual fund series, since September
2023, and The Pop Venture Fund, a closed-end investment management
company, since July 2024.
- Appointed Commissioner and later elected Chairperson of the
Commonwealth of Pennsylvania State Ethics Commission from January
2018 to November 2023.
- Received a B.A. from Brown University and a J.D. from Harvard
Law School.
Peter T. Thomas
Mr. Thomas is a senior executive and public company director
with decades of relevant experience and insight in manufacturing
from his leadership roles at several public companies across the
industrials sector.
- Currently serves on the board of directors of Berry Global
Group Inc. (NYSE: BERY), a global manufacturer and marketer of
plastic packaging products, since February 2023.
- Previously served as President and Chief Executive Officer of
Ferro Corporation (formerly NYSE: FOE), a producer of
technology-based performance materials, from November 2012, and as
Chairman of the board of directors, from April 2013 until April
2022, when it was acquired by Prince International
Corporation.
- Earlier in his career, he served in various roles at Witco
Corporation (formerly NYSE: WIT), a specialty chemical products
manufacturing company; Inland Leidy Inc., a specialty chemical
production and distribution company; and GAF Materials Corporation,
a manufacturer of specialty chemicals and roofing materials.
- Served as a member of the board of directors of Innophos
Holdings, Inc. (formerly NASDAQ: IPHS) from January 2016 until its
sale to One Rock Capital Partners, LLC in February 2020, including
serving as lead director from December 2017 to February 2020.
- Received a B.S. in Chemistry and Biochemistry from Duquesne
University and an M.B.A. in Finance and Marketing from Loyola
University.
David J. Urban
Mr. Urban is a legal, government affairs and stakeholder
relations expert with additive experience from his service as an
advisor, executive and public company director.
- Currently serves as Managing Director of BGR Group, a leading
lobbying and public relations firm, since April 2022, as well as Of
Counsel of Torridon Law PLLC, a law firm, since June 2024, and as a
Senior Advisor to Gothams LLC, a provider of emergency response
services, since January 2022.
- Also serves as a Senior Political Contributor for CNN, a global
media and news organization, since January 2018, and is part-owner
of PoliticsPA, a website covering Pennsylvania politics and
campaign news, since January 2007.
- Previously served as Executive Vice President, North American
Corporate Affairs of ByteDance Ltd., a global internet technology
company, from July 2020 to January 2022; President at American
Continental Group, Inc., a government affairs consulting firm, from
January 2002 to July 2020; and Chief of Staff and advisor to
Pennsylvania's longest-serving U.S. Senator, Arlen Specter.
- Currently serves on the board of directors of Eos Energy
Enterprises, Inc. (NASDAQ: EOSE), a provider of zinc-powered energy
storage solutions, since December 2024, and Virtu Financial, Inc.
(NASDAQ: VIRT), a global market maker and financial services firm,
since January 2019. Also serves as a member of the Global Advisory
Council at Coinbase Global, Inc. (NASDAQ: COIN), a cryptocurrency
exchange, since November 2023.
- Received a B.S. from the United States Military Academy at West
Point, a J.D. from Temple University Beasley School of Law and an
M.P.A. from the University of Pennsylvania.
- Mr. Urban’s father was a lifelong steelworker from Aliquippa,
PA and member of United Steelworkers Local #1211, who worked as a
metallurgist and boilermaker for J&L Steel and LTV.
***
About Ancora
Founded in 2003, Ancora Holdings Group, LLC offers integrated
investment advisory, wealth management, retirement plan services
and insurance solutions to individuals and institutions across the
United States. The firm is a long-term supporter of union labor and
has a history of working with union groups and public pension plans
to deliver long-term value. Ancora’s comprehensive service offering
is complemented by a dedicated team that has the breadth of
expertise and operational structure of a global institution, with
the responsiveness and flexibility of a boutique firm. For more
information about Ancora, please visit https://ancora.net.
CERTAIN INFORMATION CONCERNING THE PARTICIPANTS
Ancora Catalyst Institutional, LP (“Ancora
Catalyst Institutional”), together with the other
participants named herein, intend to file a preliminary proxy
statement and accompanying universal proxy card with the Securities
and Exchange Commission (“SEC”) to be
used to solicit votes for the election of Ancora Catalyst
Institutional’s slate of highly-qualified director nominees at the
2025 annual meeting of stockholders of United States Steel
Corporation, a Delaware corporation (the “Company”).
ANCORA CATALYST INSTITUTIONAL STRONGLY ADVISES ALL STOCKHOLDERS
OF THE COMPANY TO READ THE PROXY STATEMENT AND OTHER PROXY
MATERIALS, INCLUDING A PROXY CARD, AS THEY BECOME AVAILABLE BECAUSE
THEY WILL CONTAIN IMPORTANT INFORMATION. SUCH PROXY MATERIALS WILL
BE AVAILABLE AT NO CHARGE ON THE SEC'S WEB SITE AT
HTTP://WWW.SEC.GOV. IN ADDITION, THE PARTICIPANTS IN THIS PROXY
SOLICITATION WILL PROVIDE COPIES OF THE PROXY STATEMENT WITHOUT
CHARGE, WHEN AVAILABLE, UPON REQUEST. REQUESTS FOR COPIES SHOULD BE
DIRECTED TO THE PARTICIPANTS' PROXY SOLICITOR.
The participants in the anticipated proxy solicitation are
expected to be Ancora Catalyst Institutional, Ancora Bellator Fund,
LP (“Ancora Bellator”), Ancora
Catalyst, LP (“Ancora Catalyst”),
Ancora Merlin Institutional, LP (“Ancora
Merlin Institutional”), Ancora Merlin, LP (“Ancora Merlin”), Ancora Alternatives LLC,
(“Ancora Alternatives”), Ancora
Holdings Inc. (“Ancora Holdings”),
Fredrick D. DiSanto, Jamie Boychuk, Robert P. Fisher, Jr., Dr.
James K. Hayes, Alan Kestenbaum, Roger K. Newport, Shelley Y.
Simms, Peter T. Thomas, and David J. Urban.
As of the date hereof, Ancora Catalyst Institutional directly
beneficially owns 121,589 shares of common stock, par value $1.00
per share (the “Common Stock”), of the
Company, 100 shares of which are held in record name. As of the
date hereof, Ancora Bellator directly beneficially owns 62,384
shares of Common Stock. As of the date hereof, Ancora Catalyst
directly beneficially owns 12,831 shares of Common Stock. As of the
date hereof, Ancora Merlin Institutional directly beneficially owns
123,075 shares of Common Stock. As of the date hereof, Ancora
Merlin directly beneficially owns 11,165 shares of Common Stock. As
the investment advisor and general partner to each of Ancora
Catalyst Institutional, Ancora Bellator, Ancora Catalyst, Ancora
Merlin Institutional, Ancora Merlin and certain separately managed
accounts (the “Ancora Alternatives
SMAs”), Ancora Alternatives may be deemed to beneficially
own the 121,589 shares of Common Stock beneficially owned directly
by Ancora Catalyst Institutional, 12,831 shares of Common Stock
beneficially owned directly by Ancora Catalyst, 62,384 shares of
Common Stock beneficially owned directly by Ancora Bellator,
123,075 shares of Common Stock beneficially owned directly by
Ancora Merlin Institutional, 11,165 shares of Common Stock
beneficially owned directly by Ancora Merlin and 137,453 shares of
Common Stock held in the Ancora Alternatives SMAs. As the sole
member of Ancora Alternatives, Ancora Holdings may be deemed to
beneficially own the 121,589 shares of Common Stock beneficially
owned directly by Ancora Catalyst Institutional, 12,831 shares of
Common Stock owned directly by Ancora Catalyst, 62,384 shares of
Common Stock beneficially owned directly by Ancora Bellator,
123,075 shares of Common Stock beneficially owned directly by
Ancora Merlin Institutional, 11,165 shares of Common Stock
beneficially owned directly by Ancora Merlin, and 137,453 shares of
Common Stock held in the Ancora Alternatives SMAs. As the Chairman
and Chief Executive Officer of Ancora Holdings, Mr. DiSanto may be
deemed to beneficially own the 121,589 shares of Common Stock
beneficially owned directly by Ancora Catalyst Institutional,
12,831 shares of Common Stock owned directly by Ancora Catalyst,
62,384 shares of Common Stock beneficially owned directly by Ancora
Bellator, 123,075 shares of Common Stock beneficially owned
directly by Ancora Merlin Institutional, 11,165 shares of Common
Stock beneficially owned directly by Ancora Merlin, and 137,453
shares of Common Stock held in the Ancora Alternatives SMAs. As of
the date hereof, Messrs. Boychuk, Fisher, Kestenbaum, Newport,
Thomas, and Urban, Dr. Hayes and Ms. Simms do not beneficially own
any shares of Common Stock.
___________________________ 1 The New York Times article
entitled, “Trump’s Love for Tariffs Began in Japan’s '80s Boom,”
dated May 15, 2019. Link. 2 Statement from President Trump, dated
December 3, 2024. Link. 3 Letter from Senator Josh Hawley and
then-Senators Vance and Rubio to then-Secretary of the Treasury
Yellen, dated December 19, 2023. Link. 4 The Japan Times article
entitled, “Nippon Steel’s case against Biden probably unwinnable,
attorneys argue,” dated January 15, 2025. Link. 5 Law360 article
entitled, “Analysis: US Steel And Nippon's Lawsuit Seen As 'Hail
Mary' Attempt,” dated January 9, 2025. Link. 6 Law360 article
entitled, “Expert Analysis: Nippon, US Steel Face Long Odds On
Merger Challenge,” dated January 15, 2025. Link. 7 Statement from
Mr. Burritt, dated January 3, 2025. Link. 8 Statement from Mr.
Burritt, dated January 3, 2025. Link. 9 U.S. Steel-Nippon
Transaction Call, December 18, 2023. 10 U.S. Steel-Nippon
Transaction Call, December 18, 2023. 11 Company press release,
dated February 1, 2024. 12 Company press release, dated September
19, 2024. 13 Company press release, dated December 19, 2024. 14
Represents purchase price net of Stelco cash on hand at the
transaction close.
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Longacre Square Partners LLC Charlotte Kiaie / Ashley
Areopagita, 646-386-0091 ckiaie@longacresquare.com /
aareopagita@longacresquare.com
Saratoga Proxy Consulting LLC John Ferguson / Joseph Mills,
212-257-1311 info@saratogaproxy.com
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