Csx Corp DEF 14A, filed Mar 25, 2024

Csx Corp (CSX)

DEF 14A 2024-03-25 For: 2024-05-08

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Added on June 12, 2026

About this DEF 14A

Csx Corp filed this DEF 14A on March 25, 2024.

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CHECK THE APPROPRIATE BOX:
☐			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


Corporate Governance		19
	Election of Directors	19
Criteria for Board Membership		19
Board Nomination Policies and Practices		20
Director Nominees		20
Director Commitments		33
Board Key Skills and Experiences		35
Board Composition, Refreshment and Diversity		37
Director Independence		39
Board Leadership and Committee Structure		39
Compensation Committee Interlocks and Insider Participation		42



Meetings of the Board and Executive Sessions						42
Annual Evaluation of Board Performance						42
Principles of Corporate Governance						43
Transactions with Related Persons and Other Matters						44
Board of Directors’ Role in Risk Oversight						45
Board of Directors' Role in Strategy Oversight						46
Board of Directors’ Role in ESG Oversight						47
Board of Directors’ Role in Succession Planning						48
Shareholder Outreach and Engagement						48
Director Compensation						51


Audit Matters		53
	Ratification of Independent Registered	53
Public Accounting Firm
Fees Paid to Independent Registered Public Accounting Firm		54



Our Vision To be the best-run railroad in North America						Our Purpose To capitalize on the efficiency of rail transportation to serve North America


Letter to Shareholders			After a year in which we significantly advanced our goal of strengthening CSX’s workplace culture to drive service excellence and business growth, we aim for continued progress in 2024 through a three-pillar strategy. JOSEPH R. HINRICHS President and Chief Executive Officer
March 25, 2024 Dear Shareholder, Thank you for your ongoing confidence and investment in CSX Corporation. I hope you will join me and the CSX Board of Directors at the Company’s 2024 Annual Meeting on May 8th at 10:00 a.m. EDT, where we will review our 2023 performance and discuss our long-term strategic plan. The meeting will be held in a virtual format to support accessibility and shareholder participation. Our Strategy After a year in which we significantly advanced our goal of strengthening CSX’s workplace culture to drive service excellence and business growth, we aim for continued progress in 2024 through a three-pillar strategy: nsustaining a ONE CSX culture; ntransforming CSX through technology; and ngenerating profitable growth through a better customer experience. We are implementing initiatives supporting each of these elements of our strategic vision across our Company. We are delivering on our promise to our employees to create a work environment in which they feel valued, included, respected and appreciated—a workplace that listens to its team members and motivates them to provide industry-leading service to our customers. We are enhancing the customer experience by lifting our service performance, promoting new innovations and incorporating increasingly responsive, transparent customer service processes and tools. Additionally, we are adopting new technologies that increase efficiency, improve sustainability, enhance safety and overall make it easier than ever for customers to do business with our Company. Our strategy enabled us to deliver industry-leading Merchandise and Coal growth in 2023, despite economic factors that constrained the broader transportation sector, as our improved service performance positioned us to increase our market share through competitive wins and truck conversions. We are encouraged as CSX continues to benefit in tangible ways from new industrial development partnerships, which are strengthening our sales pipeline with a broad mix of new business prospects. Additionally, the environmental advantage of rail over highway transportation is becoming a factor in our customers’ supply chain decision-making, and we are making efforts to extend this advantage by pursuing alternative energy and fuel-saving solutions that will further increase our efficiency and sustainability. Ongoing Cultural Transformation Progress on our ONE CSX cultural transformation remains a priority, as we build a workforce that values teamwork, communication and collaboration across all departments and job functions and truly feels the impact of an improved employee work experience. We succeeded in reaching labor agreements to provide the vast majority of our union-represented employees with paid sick leave, and we are continuing to



Consistent with CSX’s commitment to environmental stewardship, resource conservation, governance 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 8, 2024 The Company’s Notice for the Annual Meeting, Proxy Statement and 2023 Annual Report are available, free of charge, at www.proxyvote.com.


Letter to Shareholders						2
Notice of 2024 Virtual Annual Meeting of Shareholders						4


C reating Valu e Through Focus on S ervice , Environmental Sustainability , Safety and Cu lture						6
Proxy Voting Summary						13



Pre-Approval Policies and Procedures						54
Report of the Audit Committee						55


Executive Compensation		57
	Advisory (Non-Binding) Vote to Approve the	57
Compensation of CSX’s Named Executive Officers



Letter from the Compensation and Talent Management Committee						58
Report of the Compensation and Talent Management Committee						60


Compensation Discussion and Analysis						61
Key Bu siness High lights for 2023						62
Say on Pay and Shareholder Engagement						63
Compensation Program Objectives and Design						64
Elements of the Company’s 202 3 Executive Compensatio n P rogram						68
Compensation Decisions						71
202 3 Base Salary						76
Short-Term Incentive Compensation						76
Long-Term Incentive Compensation						79
Employment Agreements						85



Benefits						86
Compensation T ables						89
202 3 Summary Compensation Table						89
202 3 Grants of Plan-Based Awards Table						91
202 3 Outstanding Equity Awards at Fiscal Year-End						93
202 3 Option Exercises and Stock Vested Table						95
202 3 Pension Benefits Table						96
202 3 Non-qualified Deferred Compensation Table						96
Potential Payouts Under Change-of-Control Agreements						97


CEO Pay Ratio						100
Pay Versus Performance						101
CEO Pay-for-Performance Alignment						103
Equity Compensation Plan Information						106


Ownership of Our Stock						107
Security Ownership of Management and Certain Beneficial Owners						107
Delinquent Section 16(a) Reports						109


	Shareholder Proposal Requesting a	110
Railroad Safety Committee
Additional Information		113
Notice of Electronic Availability of Proxy Materials		113
Annual Report on Form 10-K		113
Other Matters		114



Householding of Proxy Materials						114
Note about the CSX Website, ESG Reports and Forward-Looking Statements						114

Annual Meeting Questions & Answers						115
Helpful Links						120



This summary highlights information contained elsewhere in this Proxy Statement. This summary does not contain all of the information that you should consider, and you should read the entire Proxy Statement carefully before voting. For more complete information regarding the Company’s 2023 performance, please review the 2023 Annual Report.



			Collective Key Skills and Experiences of the Board

			Business Operations

			Corporate Governance

			Finance/Capital Allocation

			Government/Regulated Industries

			Human Capital Management

			Transportation Industry/Supply Chain Management

			Sustainability

			Risk/Crisis Management

			Accounting/Financial Reporting
			Cybersecurity Expertise



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



	Donna M. Alvarado, 75 Independent Director Nominee Director since 2006


Career Highlights nFounder and current President of Aguila International, a business-consulting firm that specializes in human resources and leadership development, since 1994. nServed as President and Chief Executive Officer of Quest International, a global educational publishing company, from 1989 to 1993. nServed as Chairwoman of the Ohio Board of Regents. nAppointed to various executive and legislative staff positions at the U.S. Department of Defense and the U.S. Congress. nAppointed by President Ronald Reagan to lead the federal agency ACTION, the nation’s premier agency for civic engagement and volunteerism. Other Leadership Experience Ms. Alvarado has served on boards in the manufacturing, banking, transportation and service industries. She has also led state and national workforce policy boards.		Key Skills and Qualifications nCorporate Governance Serves as President of Aguila International and previously served as President and Chief Executive Officer of Quest International. Also serves on public company boards, including as the chair of the nominating and governance committee of each of CoreCivic, Inc. and Park National Corporation. nGovernment/Regulated Industries Served in several senior management governmental roles at both the state and federal levels. nRisk/Crisis Management Relevant experience through her roles at the U.S. Department of Defense and on audit committees of public company boards. nHuman Capital Management Expertise in human resources and leadership development through her work at Aguila International. Also served on state and national workforce policy boards. Other Current Public Company Directorships nCoreCivic, Inc. nPark National Corporation


CSX Committee Assignments and Rationale Audit nOversight of company financials, compliance with legal and regulatory requirements and risk management processes in her roles as President of Aguila International and as President and Chief Executive Officer of Quest International. nRisk and crisis management experience obtained through her roles with the U.S. Department of Defense and the U.S. Congress. Also, years of experience on audit committees of public company boards.		Compensation and Talent Management nDecades of experience as the President of a business-consulting firm that specializes in human resources and leadership development. nService on multiple state and national workforce policy boards. Proven leadership on and commitment to promoting diversity, pay equity and inclusion and civic and community involvement.



	Thomas P. Bostick, 67 Independent Director Nominee Director since 2020


Career Highlights nChief Executive Officer of Bostick Global Strategies, LLC, a boutique management consulting firm that specializes in areas such as government contracting, engineering, environmental sustainability, human resources, biotechnology, executive coaching, organizational operations and transformation and project management, since 2016. nServed 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 major restructuring that resulted in Intrexon being renamed as Precigen. nRetired as a U.S. Army Lieutenant General in 2016. nServed 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. nServed 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 provider of nuclear		and mixed waste management. He serves 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 the way 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 nBusiness 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. nGovernment/Regulated Industries Long-tenured service and distinguished career in commanding roles with the U.S. military. nHuman 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. nSustainability 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 Environmental Services, Inc. Other Current Public Company Directorships nPerma-Fix Environmental Services, Inc.


CSX Committee Assignments and Rationale Finance nOversight of company capital structure, cash flows and key financial ratios or metrics in his role 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. nService 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 nNumerous leadership roles in public and private companies and the U.S. military, with experience in evaluating and overseeing leadership and management structures. nLeadership at the U.S. Army Corps of Engineers and several companies focused on sustainability, including addressing environmental challenges.



	Anne H. Chow, 57 New Independent Director Nominee


Career Highlights nServed as Chief Executive Officer of AT&T Business from 2019 to 2022, where she was responsible for leading a $35 billion global operating unit 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. nHeld 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. nCurrently serves as a Lead Director of Franklin Covey, a company dedicated to organizational transformation. Also serves as a director of 3M, a company focused on material science innovation for impact. nFounder 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 including 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 nBusiness 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. nCorporate Governance Experience as a director at other public companies, including in board leadership positions such as Lead Independent Director, Chair of the Nominating Committee at Franklin Covey. Substantial local and national nonprofit governance and community advisory experience. nCybersecurity 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. nHuman 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 nFranklin Covey Co. n3M



	Steven T. Halverson, 69 Independent Director Nominee Director since 2006


Career Highlights nServed 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. nServed as Senior Vice President of M.A. Mortenson, a national construction firm. nServed as a director from 2014 to 2023 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 2023. nCurrently 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 nBusiness 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. nCorporate Governance Led as Chairman of The Haskell Company and the chair of various professional, business and civic organizations. nGovernment/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. nHuman 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 nNone


CSX Committee Assignments and Rationale Audit nOversight 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. nKnowledge 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) nHuman 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. nExtensive service on compensation committees of public company boards, including 14 years serving as the Chair of the CSX Compensation and Talent Management Committee.

Executive nAppointed due to his role as Chair of the Compensation and Talent Management Committee.



	Paul C. Hilal, 57 Independent Director Nominee / Vice Chair of the Board Director since 2017


Career Highlights nFounder and Chief Executive Officer of Mantle Ridge LP, an investment firm founded in 2016 that actively stewards and assists portfolio companies. nServes as Vice Chairman of Dollar Tree. nServed as Vice Chairman of Aramark from 2019 to 2023. nServed as a partner and senior investment professional at Pershing Square Capital Management from 2006 to 2016. nServed as a director of Canadian Pacific Railway Limited from 2012 to 2016. nServed as Chairman and acting Chief Executive Officer of Worldtalk Communications from 1999 to 2000. nDecades’ 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.		Key Skills and Qualifications nCorporate Governance Currently serves as Vice Chairman of Dollar Tree and previously served as Vice Chairman of Aramark and Chairman of Worldtalk Communications. Over a decade of experience serving on nominating and governance committees. nFinance/Capital Allocation Extensive experience with leading capital management organizations, including control of his own capital management firm. Proven expertise as a value investor, capital allocator and engaged director driving shareholder value. nHuman Capital Management Relevant talent management experience through his role as a Chief Executive Officer, in senior management positions and as a director. nTransportation Industry/Supply Chain Management Railroad industry experience and perspective through his service as a director of Canadian Pacific Railway Limited in addition to his long tenure of service on the Board of CSX. Other Current Public Company Directorships nDollar Tree


CSX Committee Assignments and Rationale Finance nExtensive experience in senior leadership roles of investment and capital management organizations. Expertise with investment policies, capital allocation, financing and policies and practices related to driving shareholder value. nYears of service on finance committees of public company boards, including of Canadian Pacific Railway Limited and Dollar Tree, Inc., in addition to CSX. Executive nAppointed due to his role as Vice Chair of the Board of Directors.		Governance and Sustainability nCorporate governance experience gained through several board leadership roles at public companies, including service as Chairman of Worldtalk Communications and Vice Chairman of the boards of CSX, Dollar Tree and Aramark. These include more than a decades’ worth of experience on nominating and governance committees. Also, oversight of governance matters in his role as Founder and Chief Executive Officer of his own investment firm. nExperience with sustainability policies, strategies and programs and political giving policies and community affairs activities through his roles as a value investor and engaged steward during corporate transformations and his service on the Board of Overseers of Columbia Business School and the Board of the Grameen Foundation.



	Joseph R. Hinrichs, 57 Management Director Nominee / President and Chief Executive Officer Director since 2022


Career Highlights nServed as President of Ford Motor Company’s global automotive business from 2019 to 2020, where he led the company’s automotive operations. Previously held other positions at Ford, including President of Global Operations, from 2017 to 2019, President of the Americas, from 2012 to 2017, and President of Asia Pacific and Africa, from 2009 to 2012. nCurrently serves as: a member of the board of directors of The Goodyear Tire & Rubber Company; Chairman of the board of directors of Exide Technologies, a battery manufacturer and leading provider of advanced energy solutions; a venture partner at First Move Capital, an investment firm; an automotive advisory board member at Luminar Technologies, a global automotive technology company ushering in a new era of vehicle safety and autonomy; and a strategic advisor at mircroDrive, a company in the advertising services industry that provides a SaaS platform created specifically for hyper-local influencer marketing. nServed as a partner and Senior Vice President at Ryan Enterprises, a private equity group. nSpent 10 years at General Motors in various engineering and manufacturing leadership roles. nServed as Chairman of the National Minority Supplier Development Council from 2016 to 2019 and also served on the boards of CEO Climate Dialogue, Climate Leadership Council and the U.S.-China Business Council.		Other Leadership Experience Mr. Hinrichs has more than 30 years’ experience in the global automotive, manufacturing and materials planning and logistics sectors. He has served on the boards of several other companies, including Rivian Automotive, Inc., Ford Motor Credit Company, GPR and Ascend Wellness Holdings. Key Skills and Qualifications nBusiness Operations Decades of relevant experience through his senior management positions with Ford Motor Company, where he enabled Ford to execute world-class manufacturing on a global scale, and other leadership and advisory roles. nHuman Capital Management Proven track record during his tenure in leadership positions, especially at Ford Motor Company, around employee engagement, building a one-team workforce and prioritizing safety and an inclusive culture. nTransportation Industry/Supply Chain Management Extensive automotive industry experience and perspective through his service at Ford Motor Company and General Motors, which is an industry with dynamics similar to rail. nSustainability Demonstrated commitment to sustainability in his work at Ford Motor Company, advisory services to companies advancing electric vehicle adoption and leadership on climate organizations. Other Current Public Company Directorships nThe Goodyear Tire & Rubber Company


CSX Committee Assignments and Rationale Executive (Chair) nAppointed due to his role as Chief Executive Officer of CSX.



	David M. Moffett, 72 Independent Director Nominee Director since 2015


Career Highlights nServed as Chief Executive Officer and a director of the Federal Home Loan Mortgage Corporation from 2008 until his retirement in 2009. nServed as a Senior Advisor with The Carlyle Group, one of the world’s largest and most diversified global investment firms, from 2007 to 2008. nServed as Vice Chairman and Chief Financial Officer of U.S. Bancorp from 2001 to 2007, after its merger with Firststar Corporation. nServed as Vice Chairman and Chief Financial Officer of Firststar Corporation from 1998 to 2001. nServed as Chief Financial Officer of StarBanc Corporation, a predecessor to Firststar Corporation, from 1993 to 1998. Other Leadership Experience Mr. Moffett serves as a trustee on the Board of Columbia Threadneedle Mutual Funds, overseeing approximately 170 funds within the Columbia Funds mutual fund complex. He also serves as a trustee for the University of Oklahoma Foundation and has served as a consultant to Bridgewater and Associates.		Key Skills and Qualifications nCorporate Governance Substantial leadership experience as an executive and vice chair of major financial institutions and as a trustee in connection with Columbia Funds and the University of Oklahoma Foundation. nFinance/Capital Allocation Served for many years as a Chief Financial Officer in the banking industry, during which he was responsible for financial and asset management. nAccounting/Financial Reporting Extensive expertise in corporate accounting and reporting and overseeing financial statements through decades of leading financial institutions. nRisk/Crisis Management Served in senior management roles in the risk-intensive and highly regulated banking industry for more than 30 years and on audit committees of public company boards, including as the chair of the audit committee of PayPal. Other Current Public Company Directorships nPayPal Holdings, Inc.


CSX Committee Assignments and Rationale Audit (Chair) nDecades of experience in corporate accounting and oversight of financial statements, compliance with legal and regulatory requirements, risk management processes and internal audit functions through his significant leadership roles in the financial services and banking industry, which is a risk-intensive and highly regulated industry. Also, years of experience on audit committees of public company boards, including as the chair of the audit committee of PayPal. nMeets the qualifications of an “Audit Committee Financial Expert” as defined by SEC rules and regulations.		Finance nMany years of service in senior leadership roles in the banking industry, including as chief executive officer and chief financial officer. nCapital allocation and strategic financial expertise gained through his direct oversight of financial and asset management for major financial institutions.

Executive nAppointed due to his role as Chair of the Audit Committee.



	Linda H. Riefler, 63 Independent Director Nominee Director since 2017


Career Highlights nServed as Chair of Global Research at Morgan Stanley from 2011 to 2013, after having served as Global Head of Research since 2008. nServed as Chief Talent Officer at Morgan Stanley from 2006 to 2008. nServed on both the Management and the Operating Committees at Morgan Stanley. nJoined Morgan Stanley in 1987 in the Capital Markets division and was elected a managing director in 1998. nServes on the executive leadership team of Stanford Women on Boards, whose mission is to cultivate and place exceptional women for board services. nServed on the boards of Stanford Graduate School of Business and Choate Rosemary Hall. Other Leadership Experience Ms. Riefler has served on the board of North American Partners in Anesthesia, a private equity-owned national health care company, since 2016. She is also the former chair of an educational non-profit, Pencils of Promise, which is committed to literacy in global rural underserved communities.		Key Skills and Qualifications nCorporate Governance Relevant experience and perspective through her service on the executive leadership team of Stanford Women on Boards and various boards, including as the chair of the compensation committee at MSCI, Inc. Expertise and commitment to leadership on corporate governance reflected in her co-authorship of the Stanford Women on Boards “Leading-Edge Stewardship: A Roadmap to Board Excellence” and a companion piece “Leading-Edge Stewardship: A Personal Roadmap for Building Your Personal Effectiveness in the Boardroom.” Recognized for her “outstanding work by an independent director” at the 2023 Corporate Governance Awards, hosted by Governance Intelligence (formerly Corporate Secretary). nFinance/Capital Allocation In-depth knowledge of company valuation and the global capital markets through her decades of service at Morgan Stanley. Long board tenure with MSCI, Inc., a global provider of indices and decision support tools and services. nHuman Capital Management Expertise in talent management through her role as Chief Talent Officer at Morgan Stanley. Commitment to diversity, including in board composition, reflected through her service at Stanford Women on Boards. nSustainability Extensive experience through 16 years’ service on the board of MSCI, Inc., a global leader in ESG and climate-related research and solutions. Other Current Public Company Directorships nMSCI, Inc.


CSX Committee Assignments and Rationale Compensation and Talent Management nHuman capital and talent management expertise acquired through her tenure as Chief Talent Officer for Morgan Stanley. Also, years of experience as the chair of the compensation committee at MSCI, Inc. nProven commitment to diversity, pay equity and inclusion demonstrated through her service on the leadership team of Stanford Women on Boards and service on the board of a non-profit committed to underserved communities. Executive nAppointed due to her role as Chair of the Governance and Sustainability Committee.		Governance and Sustainability (Chair) nExtensive corporate governance experience and expertise through her service on the executive leadership team of Stanford Women on Boards and various boards, demonstrated through her leadership on considering and adopting good governance practices, including at CSX, and co-authorship of material on board governance. nValuable insights and commitment to sustainability developed through her 16 years of service on the board of MSCI, Inc., a global leader in ESG and climate-related research and solutions, and reflected in her engagement in opportunities to stay informed on the changing industry, societal and regulatory landscapes, stakeholder expectations and ESG issues.



	Suzanne M. Vautrinot, 64 Independent Director Nominee Director since 2019


Career Highlights nPresident of Kilovolt Consulting, Inc., a cybersecurity strategy and technology consulting firm, since October 2013. nRetired from the U.S. Air Force (the “USAF”) as a Major General in 2013, following a distinguished 31-year career. nServed as Commander of various satellite, space surveillance and space command and control units from 1996 to 2008. nServed as Commander of the USAF Recruiting Command. nServed as Commander of the USAF’s Cyber Command from 2011 to 2013. nServed as Deputy Commander for the Joint Functional Component Command-Network Warfare. nServed as the USAF Director of Plans and Policy, U.S. Cyber Command. nInducted into the National Academy of Engineering. Other Leadership Experience Maj. Gen. (ret.) Vautrinot serves in board leadership positions at other public companies, including as Chair of the Safety, Health and Environment Committee of Ecolab Inc., Chair of the Nominating and Governance Committee at Parsons Corporation and former Chair of the Technology Subcommittee of the Risk Committee of Wells Fargo &		Company. She also served as a director of Norton Life Lock Inc. (formerly Symantec Corporation) from 2013 to 2019. She is currently a member of the NACD Climate Advisory Council. Key Skills and Qualifications nBusiness Operations During her 31-year career in leadership and commanding roles at the USAF, oversaw a multi-billion dollar cyber enterprise and led a workforce of 14,000 personnel conducting offensive and defensive cyber operations worldwide. nRisk/Crisis Management Extensive relevant experience through her service in the USAF in creating, operating and protecting U.S. space and cyber assets globally. nHuman Capital Management Expertise in workforce development and talent management through her years in USAF leadership positions and as Commander of the USAF Recruiting Service. nCybersecurity Expertise Proven leadership and expertise as President of Kilovolt Consulting, Inc. and led the USAF’s Cyber Command and the Joint Functional Component Command-Network Warfare. Other Current Public Company Directorships nEcolab Inc. nParsons Corporation nWells Fargo & Company


CSX Committee Assignments and Rationale Audit nExtensive cybersecurity and technology experience and expertise obtained through her distinguished service in the USAF, including as Commander of the USAF’s Cyber Command, and as Deputy Commander for the Joint Functional Component Command-Network Warfare, where she influenced the development and application of critical cybersecurity technology and the oversight, creation and protection of U.S. cyber assets. Also, over a decade of experience as the President of a cybersecurity strategy and technology consulting firm. nDeep risk and crisis management expertise through her 31-year career in leadership and commanding roles at the USAF, including defending U.S. space and cyber assets globally, and her service on the Risk Committee and as Chair of the Technology Subcommittee of the Wells Fargo board, as well as service on the board of Norton Life Lock (formerly Symantec Corporation). Also, years of experience on audit committees of public company boards.		Governance and Sustainability nOversight of governance matters as the President of Kilovolt Consulting, Inc. and through her leadership roles in the U.S. military, which includes experience in evaluating and overseeing leadership and management structures. Also, years of service in multiple board leadership positions at other public companies. nExperience with sustainability policies, strategies and programs through her roles as Chair of the Safety, Health and Environment Committee of Ecolab Inc. and on the Corporate Governance & Responsibility Committee of Parsons Corporation and the Corporate Responsibility Committee of Wells Fargo & Company.



	James L. Wainscott, 66 Independent Director Nominee Director since 2020


Career Highlights nServed as Chairman, from 2006 to 2016, and President and Chief Executive Officer, from 2003 until his retirement in 2015, of AK Steel Holding Corporation, a leading steel production and manufacturing company. nJoined AK Steel in 1995 as Vice President and Treasurer and was appointed Chief Financial Officer two years later. nServed in a number of leadership positions at National Steel Corporation. Other Leadership Experience In January 2022, Mr. Wainscott was named Chair of the Council of Chief Executives, a group primarily consisting of retired Fortune 500 company CEOs. He served as Vice Chair of this organization from 2020 through 2021. He also serves on the board of directors of Parker-Hannifin Corporation, where he has been a board member since 2009 and has served as Lead Director since 2015.		Key Skills and Qualifications nBusiness Operations Has held leadership roles, such as Chairman, President and Chief Executive Officer, at AK Steel Holding Corporation for over a decade and various other leadership positions with National Steel Corporation. nCorporate Governance Substantial relevant experience, including through service as Chairman of AK Steel Holding Corporation and Lead Director and Chair of the Corporate Governance and Nominating Committee at Parker-Hannifin Corporation. nAccounting/Financial Reporting In-depth knowledge through his years of service as Chief Executive Officer, Chief Financial Officer and Vice President and Treasurer at AK Steel Holding Corporation. nTransportation Industry/Supply Chain Management Proven expertise through his work and leadership in the steel industry. Other Current Public Company Directorships nParker-Hannifin Corporation


CSX Committee Assignments and Rationale Compensation and Talent Management nHuman capital management expertise and valuable insights, especially on corporate culture, through his many years of leadership as President and Chief Executive Officer of AK Steel Holding Corporation and his numerous leadership positions at National Steel Corporation. nYears of experience on compensation committees of public company boards.		Finance nOversight of various financial matters, such as capital structure, cash flows and key financial ratios or metrics, while serving in senior leadership roles, including as a chief executive officer, a chief financial officer and a vice president and treasurer. nIn-depth knowledge of financings, capital markets and investment policies through his decades of work and leadership at a global publicly traded company.



	J. Steven Whisler, 69 Independent Director Nominee Director since 2011


Career Highlights nServed as Chairman and Chief Executive Officer of Phelps Dodge Corporation, a mining and manufacturing company, from 2000 to 2007. nServed in various leadership roles with Phelps Dodge, including as President and Chief Operating Officer, beginning in 1976. nServed as director of International Paper Company, a leading producer of fiber-based packaging and pulp, from 2007 to 2021. nServed as a director of US Airways Group, Inc., a holding company for several major commercial airlines, from 2005 to 2011. nServed as a director of Burlington Northern Santa Fe (“BNSF”) Railway from 1995 until its acquisition by Berkshire Hathaway in 2010. Other Leadership Experience During his tenure as Chief Executive Officer of Phelps Dodge Corporation, Mr. Whisler was instrumental in the implementation of its “Zero and Beyond” safety program designed to eliminate workplace injuries and its “Quest for Zero” process-improvement program designed to, among other things, eliminate environmental waste while enhancing product quality.		Key Skills and Qualifications nCorporate Governance Extensive experience in leadership roles with Phelps Dodge Corporation, including as Chairman and Chief Executive Officer, and service on the governance committees of public companies, including as Chair of the Nominating and Corporate Governance Committee of Brunswick Corporation. Served as Presiding Director of International Paper Company. nAccounting/Financial Reporting In-depth knowledge and experience through his service in a financial reporting oversight role as Chief Executive Officer, in combination with his status as a certified public accountant. nTransportation Industry/Supply Chain Management Substantial expertise through his long tenure on the boards of BNSF Railway and US Airways Group, Inc., from which he brings years of railroad and transportation industry knowledge, respectively. nSustainability Proven commitment through leadership of the “Quest for Zero” program at Phelps Dodge Corporation. Other Current Public Company Directorships nBrunswick Corporation


CSX Committee Assignments and Rationale Audit nOversight of financial statements, compliance with legal and regulatory requirements and risk management processes in his roles as Chief Executive Officer and Chief Operating Officer of Phelps Dodge Corporation. Also, in-depth knowledge of accounting and financial reporting through his status a certified public accountant. nMeets the qualifications of an “Audit Committee Financial Expert” as defined by SEC rules and regulations. Executive nAppointed due to his role as Chair of the Finance Committee.		Finance (Chair) nExperience in various aspects of financial matters, including oversight of capital structure, cash flow and key financial ratios, through his tenure as a chief executive officer and in other senior leadership roles. nIn-depth knowledge of financings, capital markets and investment policies through his many years of service as a director at publicly traded companies. Also, several years of experience serving on the CSX Finance Committee, including as the Chair of such committee.



	John J. Zillmer, 68 Independent Director Nominee / Chair of the Board Director since 2017


Career Highlights nCurrently serves as Chief Executive Officer of Aramark, a global food, facilities management and uniform services provider, since 2019. nServed as President and Chief Executive Officer of Univar Inc., a global chemical distributor and Fortune 500 company, from 2009 to 2012, where he also served as Executive Chairman. nServed as Chairman and Chief Executive Officer of Allied Waste Industries, from 2005 to 2008, until the merger of Allied Waste with Republic Services, Inc. nDuring his earlier career with Aramark, from 1986 to 2005, served in various senior executive positions, ultimately becoming President of Global Food and Support Service. nServed as a director of Reynolds American, Inc., from 2007 until its acquisition by British American Tobacco in 2017. nServed as a director of Veritiv Corporation, a full-service provider of packaging, publishing and hygiene products and a Fortune 500 company, from 2014 to 2020. nServed as a director of Performance Food Group Company, a leading food distributor and supplier, from 2015 to 2019.		Other Leadership Experience Mr. Zillmer served as a director of Liberty Capital Partners, a private equity and venture capital firm specializing in start-ups, early stage, growth equity buyouts and acquisitions. He serves on the North American advisory board of CVC Partners. Key Skills and Qualifications nBusiness Operations Many years of service as a Chief Executive Officer at multiple public and large private companies, through which he demonstrated proven operating experience and led an operational transformation that has become an industry benchmark. nCorporate Governance Substantial relevant experience in his roles as Chairman and Chief Executive Officer and as a director at several companies. nHuman Capital Management Proven expertise as a leader of large workforces, and deep experience with labor relations, safety and talent management. nTransportation Industry/Supply Chain Management Extensive leadership experience and perspective in industries with substantial logistics and supply chain components. Other Current Public Company Directorships nEcolab Inc. nAramark


CSX Committee Assignments and Rationale Compensation and Talent Management nHuman capital management expertise gained through his many years of leadership as a chief executive officer at multiple public and large private companies and oversight of various aspects of large workforces, including labor relations, safety and talent management. nYears of experience on compensation committees of public company boards.		Governance and Sustainability nExtensive corporate governance experience and expertise through his roles as a chairman and chief executive officer and as a director at several public companies. nDemonstrated leadership at companies focused on sustainability and also operational transformation.

Executive nAppointed due to his role as Chair of the Board.