Csx Corp DEF 14A, filed Mar 25, 2025

Csx Corp (CSX)

DEF 14A 2025-03-25 For: 2025-05-07

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Added on June 12, 2026

About this DEF 14A

Csx Corp filed this DEF 14A on March 25, 2025.

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☐			Preliminary Proxy Statement
☐			Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
☑			Definitive Proxy Statement
☐			Definitive Additional Materials
☐			Soliciting Material under §240.14a-12


PAYMENT OF FILING FEE (CHECK ALL BOXES THAT APPLY):
☑			No fee required
☐			Fee paid previously with preliminary materials
☐			Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11


■WE CARE – Treating everyone with respect, understanding and appreciation.
■WE CONNECT – Building engaged teams and a sense of shared purpose.
■WE MAKE IT SAFE – Identifying and mitigating risks to create a safer workplace.
■WE SPEAK UP – Voicing concerns to protect our operations and colleagues.
■WE OWN IT – Taking pride in our work and responsibilities.
■WE LEARN – Sharing insights to drive continuous improvement.


The Annual Meeting of Shareholders (the “Annual Meeting”) of CSX Corporation (together with its subsidiaries, “CSX” or the “Company”) will be held:

			DATE AND TIME Wednesday, May 7, 2025, at 10:00 a.m. EDT

			HOW TO ATTEND THE ANNUAL MEETING If you plan to participate in the Annual Meeting, please see the instructions in the Questions and Answers section of the Proxy Statement. Shareholders will be able to listen, vote electronically and submit questions during the Annual Meeting online. There will be no physical location for shareholders to attend. Shareholders may only participate online at www.virtualshareholdermeeting.com/CSX2025.

			RECORD DATE Only shareholders of record at the close of business on March 7, 2025, which is the record date for the Annual Meeting, are entitled to vote.


Advance Voting

			ONLINE www.proxyvote.com

			BY PHONE 1-800-690-6903

			BY MAIL Mark, sign, date and promptly mail the enclosed proxy card or voting instruction form in the postage-paid envelope



01	To elect the 12 director nominees named in the Proxy Statement to the Company’s Board of Directors	FOR See page 19


02	To ratify the appointment of Ernst & Young LLP as the Independent Registered Public Accounting Firm for 2025	FOR See page 59


03	To vote on an advisory (non-binding) resolution to approve the compensation for the Company’s named executive officers	FOR See page 63



			Our industrial development initiatives reflect this collaborative approach. With over 550 projects in our industrial development pipeline, we anticipate significant new business opportunities in the years ahead, driving growth across multiple industries.



			Last year was a powerful testament to the strength of ONE CSX, our unified approach to teamwork and collaboration, and a true reflection of how we deliver for our customers and stakeholders, even in the face of adversity.”



			In 2024, we again took the lead on announcing—prior to national bargaining—that we had reached new tentative five-year collective bargaining agreements. These agreements secured fair wage increases, improved paid time off and enhanced healthcare benefits for our employees. To date, CSX has reached agreements with a majority of our labor unions, resulting in ratified agreements with approximately half of our unionized workforce. We remain committed to collaborating with our union partners to achieve similar agreements across the remaining crafts, ensuring meaningful workplace improvements and strengthening the partnership with our dedicated employees.



			Consistent with CSX’s commitment to governance, environmental stewardship and timely access to Company information, this year’s Proxy materials will be available to shareholders online.



			IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE ANNUAL MEETING OF SHAREHOLDERS TO BE HELD ON MAY 7, 2025 The Company’s Notice for the Annual Meeting, Proxy Statement and 2024 Annual Report are available, free of charge, at www.proxyvote.com.



Letter to Shareholders		2

Notice of 2025 Virtual Annual Meeting of Shareholders		5

En hancing our Value Creation		7

Proxy Voting Summary		14

Corporate Governance		19

ITEM 1	Election of Directors	19

C riteria for Board Membership		19

Board Nomin ation P rocess and Qualification s		20

Director Nominee s		25

Boar d and Committee Structure		39

Board Oversight Responsib ilities		45

Shareholder E ngagement		50

Corporate Governance Practices		53

Director Compensation		57

Audit Matters		59

ITEM 2	Ratification of Independent Registered Public Accounting Firm	59


Fees Paid to Independent Registered Public Accou nting Firm		60

Pre -Approval Polici es and Proce dures		60

Report of the Audit Committee		61

Executive Compensation		63

ITEM 3	Advisory (Non-Binding) Vote to Approve the Compensation of CSX’s Named Executive Officers	63


Letter from the Compensation and Talent Management Committee		64

Report of the Compensation and Talent Management Committee		66

Compensation Discussion and Analysis		67

Compensation Tables		97

CEO Pay Ratio		110

Pay Versus Performance		111

Equity Compensation Plan Information		116

Ownership of Our Stock		117

Delinquent Section 16(a) Reports		118

Additional Information		119

Annual Meeting Questions & Answers		121

Helpful Links		126



			Where to Find


			Director Nominee Biographies						26

			Director Commitments Policy						24

			Board Leadership						39

			Director Nominees’ Key Skills and Experiences						21

			Board Composition, Refreshment and Diversity						23

			Director Independence						24

			Director Attendance						44

			Board Risk Oversight						45

			Shareholder Engagement Efforts						51

			Corporate Governance Best Practices						53

			Board Performance Evaluation						54

			Related Person Transactions						56

			2024 Directors’ Compensation Table						58

			Director Stock Ownership Guidelines						58

			Auditor Fees						60

			Key Business Highlights for 2024						68

			Executive Compensation Best Practices						70

			2024 Comparator Group						71

			Elements of the 2024 Executive Compensation Program						74

			2024 Compensation Decisions						77

			Clawback Policy						92

			Executive Stock Ownership Guidelines						96

			2024 Summary Compensation Table						97



Our Customers									We help our customers both move their freight and reach their goals. We move our customers’ products reliably, efficiently and safely, while facilitating their reduction of greenhouse gas (“GHG”) emissions. We aim to anticipate our customers’ needs to create effective and tailored solutions and overall be a trusted business partner. In 2024, we shipped approximately 6.3 million units of freight and estimate that customers avoided over 10 million tons of carbon dioxide emissions by shipping with CSX versus truck.


Our Shareholders									We implement strategic initiatives and engage in practices designed to drive business results with a focus on creating long-term shareholder gains. Through increased business growth and market share, which is incentivized by our executive compensation program, we are able to deliver strong returns over the long term to our investors. Last year, cash flow generation supported over $3.1 billion in shareholder returns, including approximately $2.2 billion in share repurchases and nearly $930 million of dividends.


Our Employees									We care about our people; safety, employee health, well-being and an engaged team are among our core values. We provide careers with opportunities for growth and advancement within our ONE CSX culture that delivers the resources to improve CSX employees’ emotional, social, physical and financial well-being, and also puts safety first and values employee engagement. With more than 23,500 employees, in 2024, we incurred $3.2 billion in expenses for labor and fringe benefits. Under our SAFE CSX initiative, 100% of Operations managers received training and in-the-field coaching to lead our safety cultural transformation.


Our Communities									We help strengthen our communities with a focus on community safety and revitalization. We support numerous communities across our network through direct and indirect investment that provides jobs, fuels local suppliers and moves us all towards a more sustainable future. We promote rail safety, support active military, veterans and first responders, provide disaster relief and aim to improve the quality of life in the areas in which we operate, including by minimizing disturbances from noise, vibration and land use. In 2024, we contributed approximately $17.8 million and over 24,000 volunteer hours to our communities, and continued to prioritize public safety with a robust first responder and law enforcement training program that reached over 8,200 individuals in communities across our rail network.



			Creating a robust industrial development program, with over 550 projects in the pipeline, by investing in a best-in-class approach empowered by an exceptional team, effective collaboration with local economic developers, landowners and utility partners, cutting-edge technology and our groundbreaking industrial site selection program, CSX Select Site. CSX Select Site is designed to meet growing demand for rail-served manufacturing sites and further assist companies in locating properties that best align with their needs and wide range of development criteria. In 2024, CSX added 16 rail-served properties in 8 states to this program for a total of 39 properties.



			Modernization of the Howard Street Tunnel in Baltimore, which will soon support double-stack intermodal service on both our I-95 Corridor between New England and Florida, as well as our route from Chicago to the mid-Atlantic. This project addresses the last single-stack portion of our intermodal network, creating cost efficiency on our current business and doubling our capacity.


Our Proactive Approach to Growth



			Reinvestment in TRANSFLO, a CSX subsidiary that provides transloading services across our network and enables us to reach non-rail served customers, with terminal expansions increasing network capacity by approximately 9% over the last two years to 45 total terminals. Also, the acquisition of Quality Carriers, Inc., the largest provider of bulk liquid chemicals truck transportation in North America, enabling multimodal adoption, offering a solution combining railcar, transload and truck transportation into a single seamless bundled product, and new intermodal services, offering a truck-rail-truck solution supported by expanded use of its ISO-tank equipment.



			Acquisitions of Pan Am Systems, Inc., with its railway in New England that expands CSX’s geographic reach across the eastern U.S., and the rail lines operated by Genesee & Wyoming Inc.’s Meridian & Bigbee Railroad, L.L.C. (MNBR). The latter acquisition marks the first new interchange in the U.S. in decades—a strategic partnership with CPKC near the Alabama-Mississippi border—to improve East-West traffic connectivity.


Environmental Sustainability



			In 2024, CSX customers avoided over 10 million tons of carbon dioxide emissions, the equivalent of taking just over 2.3 million passenger vehicles off the road, by shipping with CSX versus truck.



Alternative Fuels	Locomotive Technology	Fuel Efficiency Tools
Biodiesel Partnering with Wabtec Corporation (“Wabtec”), we began in 2022 a test program of a 20% biodiesel fuel blend (“B20”) in 10 rebuilt FDL Advantage locomotives with new high-pressure common rail fuel systems. This testing helps us monitor engine maintenance and performance, as well as confirm regulatory emissions requirements. This program continues to yield impressive results. As of the end of 2024, these 10 locomotives have burned more than 500,000 gallons of the B20, resulting in a nearly 20% reduction in GHG emissions for Tampa area operations. U.S. Environmental Protection Agency (“EPA”) approval was granted in 2024 for the usage of the B20 in the entire CSX locomotive fleet. CSX is able to utilize biofuel blends when economically and physically feasible. In 2024, CSX consumed approximately 24 million gallons of blended fuel with biodiesel across our network.	ET23DCM – Tier 4 Repower A new six-cylinder L6 GEVO engine was placed inside a CSX SD40-2 locomotive to create a Tier 4 locomotive. We, in partnership with Wabtec, have built 15 ET23DCM units. Tier 4 engines are approximately 20% more fuel efficient, compliant with the latest EPA emissions standards and reduce particulate matter and nitrogen oxide emissions by up to 85% compared to older locomotives. Hydrogen Fuel Cell Locomotives Through our partnership with CPKC, we are manufacturing hydrogen fuel cell locomotives in our Huntington, West Virginia locomotive shops—having unveiled our first hydrogen-powered locomotive in early 2024. Hydrogen presents a promising alternative to fossil fuels, offering greater efficiency and zero emissions. Unlike traditional diesel engines, hydrogen-powered locomotives emit only water vapor. Battery-Electric Locomotives In 2023, we were awarded an $11.6 million grant to replace three non-tiered locomotives with zero-emissions, battery-electric locomotives. The units, which will be the first of their kind on the East Coast, are expected to annually reduce emissions by 1.53k tons of carbon dioxide and 71 tons of nitrogen oxides per year and reduce noise by around 70%.	Trip Optimizer and Zero-to-Zero CSX was the first railroad to test Wabtec’s Trip Optimizer Zero-to-Zero technology. Trip Optimizer is a smart system for trains that is similar to cruise control. It automatically controls locomotive throttle and brakes to lower fuel burn based on dynamics like the terrain and speed restrictions. We already use Trip Optimizer technology across our mainline fleet of locomotives, helping us save approximately 42 million gallons of fuel in 2024—or an average saving of 1.4 gallons of fuel per auto mile. Trip Optimizer Zero-to-Zero is a new feature that further expands the benefits of the Trip Optimizer tool and allows a train to start from zero miles per hour and stop automatically using smart controls. This new feature is expected to help us save an additional 4.9 million gallons of fuel per year. We continue to work with the Federal Railroad Administration (the “FRA”) to test and implement this technology.


ITEM 1	Election of Directors As discussed in more detail in the “Corporate Governance” section below beginning on page 19 of this Proxy Statement.

		The Board unanimously recommends a vote FOR the election of the following director nominees.


COLLECTIVE KEY SKILLS AND EXPERIENCES OF THE DIRECTOR NOMINEES



Outreach and Engagement Design Overview	CSX Participants

	■Governance and Sustainability Committee Chair ■Compensation and Talent Management Committee Chair ■Chief Legal Officer	■Head of Investor Relations and Strategy ■Leaders from different CSX departments, such as legal, total rewards, sustainability and safety

Through our outreach efforts before the 2024 Annual Meeting, we contacted the governance teams of 19 key shareholders representing approximately 41% of outstanding shares.* We received a meeting declination (generally due to investors having no concerns) or met with the governance teams of 13 of these shareholders representing approximately 36% of outstanding shares.* Through our off-season outreach efforts after the 2024 Annual Meeting, we contacted the governance teams of 18 of our largest shareholders representing approximately 44% of outstanding shares.* We received feedback from or met with the governance teams of 12 of these shareholders representing approximately 39% of outstanding shares.*
	Areas of Focus

	■Board oversight of risk and strategy, including of safety ■Executive compensation ■Director commitments ■Board composition, refreshment and diversity	■Safety ■ONE CSX culture ■Leadership transitions ■Environmental and sustainability initiatives


ITEM 2	Ratification of Independent Registered Public Accounting Firm As discussed in more detail in the “Audit Matters” section below beginning on page 59 of this Proxy Statement.

		The Board unanimously recommends that the shareholders vote FOR this proposal.


ITEM 3	Advisory (Non-Binding) Vote to Approve the Compensation of CSX’s Named Executive Officers As discussed in more detail in the “Executive Compensation” section below beginning on page 63 of this Proxy Statement.

		The Board unanimously recommends that the shareholders vote FOR this proposal.



Broad Diversity									The Board believes that each of these director nominees adds to the overall capability and diversity of the Board, including in terms of background, skills, perspective, industries served, business matter coverage and demographics.


Comprehensive Experience and Expertise									These director nominees bring a wide range of experience and expertise in being current or former senior executives at large and complex organizations, corporate governance, railroad regulations and operations and the transportation industry, financial markets and reporting, human capital, risk management and sustainability matters. We believe that this broad representation is necessary, as each Board member is expected to be able to assess and evaluate the Company in the face of changing conditions in the economy, regulatory environment and customer expectations.


Demonstrated Leadership Ability and Capacity									Additionally, nominees for Board membership are expected to be prominent individuals with demonstrated leadership ability and who possess outstanding integrity, values and judgment. Directors and nominees must be willing to devote the substantial time and capacity required to carry out the duties and responsibilities of directors. In addition, each Board member is expected to represent the broad interests of the Company and its shareholders as a group, and not any particular constituency.



			Identification

			Our Governance and Sustainability Committee is responsible for periodically reviewing this criteria, identifying individuals qualified to become Board members and recommending candidates to fill Board vacancies and for election to the Board at the next annual or special meeting of shareholders at which directors are to be elected. Sources for our director candidate pool include incumbent directors, management, shareholder recommendations and third-party search firms, consultants and other advisors, as appropriate.


			Evaluation

			In identifying and recommending Board nominees, the Governance and Sustainability Committee uses guidelines, consistent with the criteria approved by the Board, that it has developed with respect to qualifications for nominations to the Board and for continued membership on the Board. In accordance with the CSX Corporate Governance Guidelines, potential nominees recommended by shareholders will be evaluated on the same basis as individuals identified directly by such committee or from these other sources. Factors that the Governance and Sustainability Committee considers in assessing potential director nominees include: ■Skills, qualifications, experiences and demonstrated leadership ability; ■Possession of outstanding integrity, values and judgment; ■Sufficient time and capacity; ■Overall Board composition and balance; ■The current and long-term needs of the business; and ■Independence and potential conflicts. In addition to these factors, for continued membership on the Board or re-nomination of a director, the Governance and Sustainability Committee also considers: ■Ongoing contribution to the Board’s effectiveness; ■Feedback from the annual evaluation of Board and committee performance; ■Attendance and participation at Board and committee meetings; and ■Shareholder feedback, including the support received at our Annual Meeting.


			Recommendation and Nomination

			The Governance and Sustainability Committee ultimately recommends a slate of director nominees that the Board reviews. The Board then nominates the director candidates best qualified to serve the interests of our Company and stakeholders for shareholder consideration and election.


1						Balanced Composition The Board and Governance and Sustainability Committee believe that the current slate of director nominees brings a variety of different backgrounds, skills, qualifications, professional and industry experiences, personal attributes and perspectives that contribute to the overall balanced composition and existing diversity of our Board. For example, the Board believes that it has been successful, due to its deliberative succession planning and refreshment efforts and processes, in achieving a good tenure mix across its members. This has helped ensure the infusion of new ideas and insights on the business, strategies and policies of the Company while promoting stability in leadership and the streamlined transfer of knowledge and experience, as well as created a culture of candid conversations where the Board and management are capable of discussing our vision and purpose.



2						Effective Refreshment We believe that the effectiveness of our policies and practices around Board composition, refreshment and diversity—and relatedly our criteria for Board membership and Board nomination policies and practices, as discussed above—is evidenced by our nomination of five new highly qualified directors in the past five years, who have enhanced certain of the skills and experiences of our Board as reflected below.



3						Commitment to Diversity Our Board of Directors and the Governance and Sustainability Committee are dedicated to ensuring that our full Board embodies the breadth of backgrounds and perspectives—in addition to skills and experiences—necessary for a balanced and effective Board.



Director Commitments Policy with Numerical Limits for All Directors A director who serves as the CEO of a public company may not serve on more than three public company boards, including the CSX Board. All other directors may not serve on more than five public company boards, including the CSX Board.


Ann D. Begeman, 60

NEW DIRECTOR NOMINEE DIRECTOR SINCE 2025			CAREER HIGHLIGHTS ■Provides consulting services on railroad regulatory and government affairs matters after more than three decades of public service in the legislative and executive branches of government. Served as an independent peer reviewer for a Congressionally mandated report issued in 2024 by the Transportation Research Board of the National Academy of Sciences. ■Served as a member of the Surface Transportation Board (the “STB”), an independent federal agency charged with the economic regulation of various modes of surface transportation, primarily freight rail, from 2011 through 2021, including in leadership roles as the STB’s Chairman and Acting Chairman, from 2017 to 2021, and as Vice Chairman. Her tenure was marked by her commitment to working with her Board member colleagues and Board staff to improve the agency’s accountability, transparency and timeliness. ■Served in various positions in the U.S. Senate from 1992 to 2011, including as Republican Staff Director for the U.S. Senate Committee on Commerce, Science, and Transportation, as the U.S. Senate Commerce Committee’s Deputy Staff Director and Transportation Policy Advisor and as Legislative Director and Acting Chief of Staff for Senator John McCain. OTHER LEADERSHIP EXPERIENCE During her tenure in transportation-specific roles in the U.S. Senate, Ms. Begeman was instrumental in the creation of the STB under the ICC Termination Act, later serving two terms as a member of the STB after Presidential Appointment and Senate confirmation in 2011 and 2016. She was a 2020 Railway Age Women in Rail award recipient in recognition of her work at the STB. Ms. Begeman has also worked in the private sector, serving as a senior benefits specialist in Human Resources for First American Bankshares, Inc.


KEY SKILLS AND QUALIFICATIONS		CSX COMMITTEE ASSIGNMENTS AND RATIONALE
	Government/Regulated Industries Extensive legislative and regulatory experience developed over her decades of public service in the U.S. Senate and on the STB, an independent federal agency charged with the economic regulation of various modes of surface transportation, primarily freight rail.	Finance ■Over a decade of service as a member of the STB, including as Chairman and in other leadership roles, which is the federal agency charged with the economic regulation of various modes of surface transportation, primarily freight rail, and that has jurisdiction over railroad rate, practice and service issues as well as railroad restructuring transactions. ■Capital allocation, strategic financial and budgeting perspective gained through her roles in the U.S. Senate and as Chairman, Vice Chairman and a member of the STB.
	Transportation Industry/Supply Chain Management Expertise in all aspects of the rail and freight industries, particularly in the regulatory and rule-making environment through her tenure in transportation-specific roles in the U.S. Senate and in leadership roles at the STB, which has jurisdiction over railroad rate, practice and service issues.
	Risk/Crisis Management Relevant experience through the STB’s oversight of rail economic regulations.
	Finance/Capital Allocation Served in the U.S. Senate and at the STB, through which she gained capital allocation, strategic financial and budgeting perspective.
OTHER CURRENT PUBLIC COMPANY DIRECTORSHIPS
■None


Thomas P. Bostick, 68

INDEPENDENT DIRECTOR NOMINEE DIRECTOR SINCE 2020			CAREER HIGHLIGHTS ■Chief Executive Officer of Bostick Global Strategies, LLC, a management consulting firm specializing in engineering, environmental sustainability, human resources, biotechnology, executive coaching and program and project management, since 2016. ■Served as Chief Operating Officer and President of Intrexon Bioengineering, a division of Intrexon Corporation, a public company, which seeks to advance biologically engineered solutions to improve sustainability and efficiency, from 2016 to 2020. Led a significant restructuring that resulted in Intrexon being renamed as Precigen. ■Retired as a U.S. Army Lieutenant General in 2016. ■Served as Chief of Engineers and Commanding General of the U.S. Army Corps of Engineers, where he was responsible for most of the nation’s civil works infrastructure and military construction. ■Served as the U.S. Army’s Director of Human Resources and led the U.S. Army Recruiting Command. OTHER LEADERSHIP EXPERIENCE Lt. Gen. (ret.) Bostick was deployed during Operation Iraqi Freedom as second in command of the 1st Cavalry Division and later commanded the U.S. Army Corps of Engineers Gulf Region Division with over $18 billion in construction. He is an independent director on the board of Perma-Fix, a nuclear services company and leading nuclear and mixed waste management provider. He is as an independent trustee on the Equity and High Income Fund Board of Fidelity Investments, Inc., a privately-owned investment management company. He is an independent director on the board of Allonnia, a biotech company focused on environmental challenges, and on the board of HireVue, which uses artificial intelligence and data analytics to transform how organizations discover, engage and hire the best talent. He is a Member of the National Academy of Engineering and the National Academy of Construction.


KEY SKILLS AND QUALIFICATIONS		CSX COMMITTEE ASSIGNMENTS AND RATIONALE
	Business Operations Served as Chief Operating Officer and President of Intrexon Bioengineering, now known as Precigen. Led the U.S. Army Corps of Engineers, the world’s largest public engineering organization.	Finance ■Oversight of company capital structure, cash flows and key financial ratios or metrics as Chief Executive Officer of Bostick Global Strategies, LLC, and as Chief Operating Officer and President of Intrexon Bioengineering. Financial management experience as Chief of Engineers and Commanding General of the U.S. Army Corps of Engineers, where he was responsible for most of the nation’s civil works infrastructure and military construction. ■Service as an independent trustee on the Equity and High Income Fund Board, overseeing equity funds and high-yield funds sponsored by Fidelity Investments, Inc., a privately-owned investment management company. Governance and Sustainability ■Numerous leadership roles in public and private companies and the U.S. military, with experience in evaluating and overseeing leadership and management structures. ■Leadership at the U.S. Army Corps of Engineers and several companies focused on sustainability, including addressing environmental challenges.
	Government/Regulated Industries Long-tenured service and distinguished career in commanding roles with the U.S. military.
	Human Capital Management Expertise through his service as the U.S. Army’s Director of Human Resources, leadership in the U.S. Army Recruiting Command and work at Bostick Global Strategies, LLC.
	Sustainability Relevant experience through his leadership and project management oversight at the U.S. Army Corps of Engineers and several companies focused on sustainability and leadership of an ESG subcommittee at Perma-Fix.
OTHER CURRENT PUBLIC COMPANY DIRECTORSHIPS
■Perma-Fix Environmental Services, Inc.


Anne H. Chow, 58

INDEPENDENT DIRECTOR NOMINEE DIRECTOR SINCE 2024			CAREER HIGHLIGHTS ■Served as Chief Executive Officer of AT&T Business from 2019 to 2022, where she was responsible for leading a $35 billion global business comprised of 35,000 people that provided communications and networking solutions to businesses across the world, including nearly all Fortune 1000 companies and the public sector across the U.S. ■Held a variety of other executive leadership positions at AT&T across product management, marketing, sales, customer service and operations, partner ecosystems and network engineering, including President – National Business, President – Integrator Solutions and Senior Vice President – Premier Client Group, since 2000. ■Currently serves as a Lead Independent Director of Franklin Covey, a company dedicated to organizational transformation. Also serves as an independent director of 3M, a company focused on material science innovation for impact. ■Senior Fellow and Adjunct Professor of Executive Education at Northwestern University’s Kellogg School of Management. ■Founder of The Rewired CEO, a business services firm, where she has served as Chief Executive Officer since 2022. OTHER LEADERSHIP EXPERIENCE Ms. Chow has been and is currently involved as a board or advisory member in organizations such as the Georgia Tech President's Advisory Board, Dallas Mavericks Advisory Council, Girl Scouts of the USA, New Jersey Chamber of Commerce, the Asian American Justice Center and APIA Scholars.


KEY SKILLS AND QUALIFICATIONS		CSX COMMITTEE ASSIGNMENTS AND RATIONALE
	Business Operations Decades of executive leadership positions at AT&T, including as Chief Executive Officer of AT&T Business, where she successfully served customers across nearly all industries while driving business transformation and performance, extensive distribution and global and cross-functional experience in management and a master’s degree in business administration from Cornell University.	Compensation and Talent Management ■Long-tenured career in various leadership positions where she played an active role in culture transformation, diversity and inclusion and cultivating future leaders, gained invaluable experience in human capital and talent management and for which she has been widely recognized for her role model inclusive leadership. Proven commitment to nonprofit and community involvement. ■Years of service on compensation committees of other public company boards, including as the Chair of the Compensation and Talent Committee of 3M. Finance ■As Chief Executive Officer of AT&T Business, was involved in the oversight of various aspects of financial matters, including capital structure, cash flows and key financial ratios and metrics, and her responsibilities included AT&T’s business services covering more than $35 billion in revenues. ■In-depth knowledge of financings, capital markets and investment policies through her extensive distribution and cross-functional global leadership experience and her years of experience serving on public company boards, including as Lead Independent Director for Franklin Covey.
	Corporate Governance Experience as a director at other public companies, including in board leadership positions such as Lead Independent Director and Chair of the Nominating Committee at Franklin Covey as well as Chair of the Compensation and Talent Committee at 3M. Substantial local and national nonprofit governance and community advisory experience.
	Cybersecurity Expertise Proven leadership and expertise as Chief Executive Officer of AT&T Business, where she oversaw the development and deployment of the entire business portfolio suite including fiber, wireless, cloud, 5G, networking, cybersecurity and managed and professional services including partnership ecosystems.
	Human Capital Management Extensive talent management experience through her long-tenured career including roles as chief executive officer and president with deep expertise in talent, culture and inclusion. Currently serves as Senior Fellow and Adjunct Professor of Executive Education at Northwestern University’s Kellogg School of Management.
OTHER CURRENT PUBLIC COMPANY DIRECTORSHIPS
■Franklin Covey Co. ■3M Company


Steven T. Halverson, 70

INDEPENDENT DIRECTOR NOMINEE DIRECTOR SINCE 2006			CAREER HIGHLIGHTS ■Chairman of Gilbane, Inc., one of the nation’s largest real estate and construction firms. ■Served as Chairman from 2010 to 2021, and President and Chief Executive Officer from 1999 to 2018, of The Haskell Company, one of the largest design-build and engineering and construction firms in the U.S. ■Served as Senior Vice President of M.A. Mortenson, a national construction firm. ■Served as a director from 2014 to present of GuideWell Mutual Holding Corporation, a not-for-profit company that is the parent to a family of companies focused on advancing health care, including health insurance group Blue Cross and Blue Shield of Florida, for which Mr. Halverson also served as a director from 2010 to present. ■Currently serves as a director of Gilbane, Inc., a 150-year old global real estate and construction company that is one of the nation’s largest companies in its industries. OTHER LEADERSHIP EXPERIENCE Mr. Halverson has served as the chair of professional and business organizations such as the Construction Industry Roundtable, the Design-Build Institute of America and the National Center for Construction Education and Research. He has also served as the chair of several civic organizations, including the Florida Council of 100, the Florida Chamber of Commerce and the Jacksonville Civic Council. He is a certified fellow of the National Association of Corporate Directors and received certification in ESG Governance from Berkley Law School.


KEY SKILLS AND QUALIFICATIONS		CSX COMMITTEE ASSIGNMENTS AND RATIONALE
	Business Operations Decades of relevant experience through his service as Chairman, President and Chief Executive Officer of The Haskell Company and executive positions with M.A. Mortenson, during which he gained extensive and unique insight on the national construction industry and, accordingly, the U.S. economy.	Audit ■Oversight of financial statements, compliance with legal and regulatory requirements and risk management processes in his decades-long tenure as Chairman, President and Chief Executive Officer of The Haskell Company and from his broader experience with the national construction industry. ■Knowledge of legal, regulatory and policymaking risks and processes through his years of leadership experience with organizations in highly regulated industries and on multiple civic councils. Also, many years of experience serving on the CSX Audit Committee. Compensation and Talent Management (Chair) ■Human capital management expertise gained through his many years of leadership as President and Chief Executive Officer of The Haskell Company. Proven commitment to civic and community involvement. ■Extensive service on compensation committees of public company boards, including 15 years serving as the Chair of the CSX Compensation and Talent Management Committee. Executive ■Appointed due to his role as Chair of the Compensation and Talent Management Committee.
	Corporate Governance Led as Chairman of The Haskell Company and the chair of various professional, business and civic organizations.
	Government/Regulated Industries Served on multiple civic councils, appointed boards and commissions, through which he helped advise on and advocate for federal, state and local economic policies.
	Human Capital Management Expertise through his long-tenured role as chief executive officer and significant service on compensation committees focused on talent management.
OTHER CURRENT PUBLIC COMPANY DIRECTORSHIPS
■None


Paul C. Hilal, 58

INDEPENDENT DIRECTOR NOMINEE / VICE CHAIR OF THE BOARD DIRECTOR SINCE 2017			CAREER HIGHLIGHTS ■Founder and Chief Executive Officer of Mantle Ridge LP, an investment firm founded in 2016 that actively stewards and assists portfolio companies. ■Serves as Vice Chairman of Dollar Tree. ■Served as Vice Chairman of Aramark from 2019 to 2023. ■Served as a partner and senior investment professional at Pershing Square Capital Management from 2006 to 2016. ■Served as a director of Canadian Pacific Railway Limited from 2012 to 2016. ■Served as Chairman and acting Chief Executive Officer of Worldtalk Communications from 1999 to 2000. ■Decades’ worth of experience serving on or leading governance committees, compensation committees, finance committees and executive committees of public company boards. OTHER LEADERSHIP EXPERIENCE Mr. Hilal currently serves on the Board of Overseers of Columbia Business School and previously served on the Board of the Grameen Foundation, an umbrella organization that helps micro-lending and micro-franchise institutions empower the world’s poorest through financial inclusion and entrepreneurship.