Csx Corp DEF 14A, filed Mar 30, 2026

Csx Corp (CSX)

DEF 14A 2026-03-30 For: 2026-05-12

View Original

Added on June 12, 2026

About this DEF 14A

Csx Corp filed this DEF 14A on March 30, 2026.

Search and read filings like this one from Claude or ChatGPT with the SEC filings MCP server →


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



			LOGISTICS 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 Tuesday, May 12, 2026, 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/CSX2026.


						RECORD DATE Only shareholders of record at the close of business on March 13, 2026, 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


Letter to Shareholders			2

Notice of 2026 Virtual Annual Meeting of Shareholders			3

Driving Value - CSX Highlights			5

Proxy Voting Summary			9

Letter from the Governance and Sustainability Committee			13

Corporate Governance			14


	ITEM 1	Election of Directors	14


Criteria for Board Membership			14

Board Nomination Process and Qualifications			15

Director Nominees			21

Board and Committee Structure			35

Board Oversight Responsibilities			41

Shareholder Engagement			46

Corporate Governance Practices			49

Director Compensation			53

Audit Matters			55


	ITEM 2	Ratification of Independent Registered Public Accounting Firm	55


Fees Paid to Independent Registered Public Accounting Firm			56

Pre-Approval Policies and Procedures			56

Report of the Audit Committee			57

Executive Compensation			59


	ITEM 3	Advisory (Non-Binding) Vote to Approve the Compensation of CSX’s Named Executive Officers	59


Letter from the Compensation and Talent Management Committee			60

Report of the Compensation and Talent Management Committee			62

Compensation Discussion and Analysis			63

Compensation Tables			91

CEO Pay Ratio			102

Pay Versus Performance			103

Equity Compensation Plan Information			109

Ownership of Our Stock			110

Delinquent Section 16(a) Reports			111

Additional Information			112

Annual Meeting Questions & Answers			114



			STEPHEN F. ANGEL President and Chief Executive Officer March 30, 2026




			IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE ANNUAL MEETING OF SHAREHOLDERS TO BE HELD ON MAY 12, 2026 The Company’s Notice for the Annual Meeting, Proxy Statement, and 2025 Annual Report are available, free of charge, at www.proxyvote.com.



			Where to Find


			Director Nominee Biographies			22

			Director Commitments Policy			20

			Board Leadership			35

			Board Key Skills and Experiences			17

			Board Composition, Refreshment, and Diversity			16

			Director Independence			19

			Director Attendance			40

			Board Risk Oversight			41

			Shareholder Engagement Efforts			47

			Corporate Governance Best Practices			49

			Board Performance Evaluation			50

			Related Person Transactions			52

			2025 Directors’ Compensation Table			54

			Director Stock Ownership Guidelines			54

			Auditor Fees			56

			Key Business Highlights for 2025			6

			Executive Compensation Best Practices			65

			2025 Comparator Group			66

			Elements of the 2025 Executive Compensation Program			69

			2025 Compensation Decisions			72

			Clawback Policy			86

			Executive Stock Ownership Guidelines			90

			2025 Summary Compensation Table			91


COLLECTIVE KEY SKILLS AND EXPERIENCES OF THE DIRECTOR NOMINEES
Accounting/Financial Reporting



Business Operations



Corporate Governance



Finance/Capital Allocation



Government/Regulatory



Human Capital Management



Risk/Crisis Management



Sustainability



Technology/Cybersecurity



Transportation Industry/Supply Chain Management



			LINDA H. RIEFLER Governance and Sustainability Committee Chair March 30, 2026



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. The Board recognizes the importance of developing and maintaining a composition embodying a broad set of qualities that will expand the views and experiences available to the Board in its deliberations and oversight—contributing to high performance. Many factors are taken into account when evaluating director nominees accordingly, such as experience, education, and personal attributes.


Comprehensive Relevant Experience and Expertise			These director nominees bring a wide range of relevant experience and expertise in being current or former senior executives at large and complex organizations, corporate governance, business operations, the transportation industry, railroad regulations, financial markets and reporting, human capital, risk management, and sustainability matters. We believe that this comprehensive representation in areas critical to our business 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 director 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 these 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, and 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:

uSkills, qualifications, experiences, and demonstrated leadership ability; uPossession of outstanding integrity, values, and judgment; uSufficient time and capacity;		uOverall Board composition and balance; uThe current and long-term needs of the business; and uIndependence 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:

uOngoing contribution to the Board’s effectiveness; uFeedback from the annual evaluation of Board and committee performance;		uAttendance and participation at Board and committee meetings; and uShareholder 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 1) brings a variety of different backgrounds, perspectives, skills, professional and industry experiences, qualifications, and personal attributes and 2) reflects a good tenure mix—contributing to the overall balanced composition and existing diversity of our Board. This balanced composition helps the Board effectively and comprehensively oversee the Company’s strategy and performance. It also helps ensure the infusion of new ideas and insights on CSX’s business, initiatives, and policies while promoting stability in leadership and the streamlined transfer of knowledge and experience.


2						Effective Refreshment We also believe that our nomination of three new highly qualified directors over the past two years demonstrates the effectiveness of our policies and practices around Board composition, refreshment, and diversity, as well as our criteria for Board membership and our Board nomination policies and practices, as discussed above. These individuals 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.


			ACCOUNTING/FINANCIAL REPORTING Experience as an accountant, auditor, chief financial officer, or senior leader responsible for financial reporting is important because it assists directors with their oversight of the preparation and audit of the Company's financial statements, and internal controls and procedures. This understanding is critical to measuring our performance and reporting to our shareholders.

			BUSINESS OPERATIONS Business operations experience gives directors a practical understanding of developing, implementing, and assessing the Company's operating plan and business strategy.

			CORPORATE GOVERNANCE Corporate governance experience supports Board and management accountability, transparency, and protection of shareholder interests.

			FINANCE/CAPITAL ALLOCATION Financial and capital allocation experience is important in evaluating capital markets and the Company's design and implementation of financing and capital allocation strategies. This understanding helps support appropriate oversight of capital structure, cash flows, and key financial ratios of the Company.

			GOVERNMENT/REGULATORY Government and regulatory experience is key in understanding the legislative process and regulatory environment in which the Company operates, oversight of the Company's strategy and regulatory compliance, and public policy issues affecting the Company.


						HUMAN CAPITAL MANAGEMENT Human capital management experience is valuable in understanding the dynamics of attracting, motivating, developing, and retaining high-performing employees. A background in recruiting, talent management, succession planning, executive compensation, or culture is helpful with the oversight of these areas.

						RISK/CRISIS MANAGEMENT Risk/crisis management experience is critical in helping the Board fulfill its responsibilities with respect to its risk oversight and mitigation, as well as providing Board leadership in strategic planning, compliance, and navigating through corporate crises.

						SUSTAINABILITY Sustainability experience supports the Company's sustainability policies, strategies, and programs, including efficiency initiatives. Also, climate-related experience is key to understanding climate or weather-related risks and helping better serve our customers' evolving needs.

						TECHNOLOGY/CYBERSECURITY Experience or expertise in information technology, digitalization, data management, product or process innovation, or cybersecurity is important to helping guide the Company’s business strategy and assessing evolving technology opportunities and cybersecurity or information security risks.

						TRANSPORTATION INDUSTRY/ SUPPLY CHAIN MANAGEMENT Transportation industry experience is important to understanding rail operations, the dynamics within the freight transportation sector, key performance indicators, and the competitive environment. An understanding of rail customer perspectives is also helpful.


			Non-qualified Stock Options						Restricted Stock Units



			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.



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



			JOINED (MAY 2025): uAnne H. Chow						CURRENT COMMITTEE MEMBERS: Linda H. Riefler (Chair) Thomas P. Bostick Anne H. Chow Paul C. Hilal Suzanne M. Vautrinot John J. Zillmer


During 2025, there were nine meetings of the Board of Directors. Each director then-serving attended at least 75% of the aggregate of Board meetings and meetings of committees on which he or she served. All current director nominees attended at least 96% of these meetings while serving. The independent directors met alone in executive session at each regular Board meeting led by the Chair of the Board. While the Company does not have a formal policy regarding director attendance at annual shareholder meetings, the Company strongly encourages directors to attend absent an emergency. All director nominees then serving on the Board were in attendance at the Company’s 2025 Annual Meeting.			98.5% Aggregated Board and committee meeting attendance



Board of Directors



EXECUTIVE AND STRATEGY TEAMS Provide strategic oversight



SUSTAINABILITY TEAM Cross-functional team that sets strategy, manages and coordinates day-to-day activities, measures and monitors progress against key performance indicators, and reviews and applies stakeholder feedback and insights



BUSINESS AND FUNCTIONAL LEADERS Support day-to-day activities



GOVERNANCE AND SUSTAINABILITY COMMITTEE uOversees the Company’s sustainability policies, strategies, and programs, including around climate-related issues such as carbon emissions reduction initiatives and climate action targets uAssesses the Company’s sustainability performance and reporting, including an annual review of the Company’s Sustainability Report uOversees the Company’s community affairs activities, including the corporate philanthropy policy uReviews the Company’s political giving policy uEvaluates the performance and effectiveness of the Board uRecommends changes in Board size, composition, and committee structure uDevelops, reviews, and recommends changes to governance guidelines, policies, and procedures			COMPENSATION AND TALENT MANAGEMENT COMMITTEE uReviews and approves the Company’s short-term incentive compensation plan design, which contains safety goals, to support the Company’s strategy uOversees the Company’s workforce and human capital management processes, including policies and strategies regarding: recruiting and retention; career development and progression; workplace environment and culture; and organizational engagement and effectiveness uReviews the results of the Company’s employee engagement surveys, as applicable



Our 2025-2026 Shareholder Outreach and Engagement Efforts

OUTREACH AND ENGAGEMENT DESIGN OVERVIEW	CSX PARTICIPANTS

	uGovernance and Sustainability Committee Chair uCompensation and Talent Management Committee Chair uChief Legal Officer	uHead of Investor Relations and Communications uLeaders from different departments, such as legal and total rewards

Through our outreach efforts before the 2025 Annual Meeting, we contacted the governance teams of 16 key shareholders representing approximately 42% of outstanding shares.* We received a meeting declination (with investors indicating that they have no concerns) from or met with the governance teams of 10 of these shareholders representing approximately 31% of outstanding shares.* Through our off-season outreach efforts after the 2025 Annual Meeting, we contacted the governance teams of 24 of our largest shareholders representing approximately 44% of outstanding shares.* We received feedback from or met with the governance teams of 13 of these shareholders representing approximately 30% of outstanding shares.*
	AREAS OF FOCUS

	uExecutive compensation uBoard composition uBoard oversight of succession planning uBoard oversight of strategy	uLeadership transitions uCompany performance uDirector commitments


What We Heard						How We Responded

EXECUTIVE COMPENSATION: uContinued support for our ongoing commitment to proactive and transparent disclosures on our program, as well as for our rigor in evaluating an executive’s individual performance in our short-term incentive compensation plan and in the goal-setting process for all our incentive plans; uNo particular concerns around our 2025 compensation decisions, including the modest increases in compensation provided to our NEOs and former CEO and the adjustments to the calculation of certain financial metrics in our 2024 incentive plans to exclude a non-cash goodwill impairment charge which resulted in adjusted payouts; and uAdditional questions around certain performance measures in our incentive plans, specifically on our continued use of safety metrics and our Economic Profit financial metric, with a preference for simplicity in plan design, as well as one shareholder again expressing a preference for the use of longer vesting periods for certain of our equity awards and one shareholder asking whether we would disclose forward-looking long-term incentive plan targets						uSteadfast commitment to fulsome and specific disclosure of the performance measures utilized in our incentive plans as reflected in the CD&A section of this Proxy Statement uFor 2026, simplified our short-term incentive compensation plan to Operating Income, Operating Margin, and Safety measures. The focus on these critical metrics reflects and supports the central task of the Company, which is running our railroad safely, reliably, and profitably uFor 2026, replaced metrics in our long-term incentive plan with Return on Invested Capital and Relative Total Shareholder Return as measures for Performance Units, weighted at 60% and 40%, respectively. This change is directly responsive to shareholder feedback and aligns with the Company’s objective of profitable growth and long-term value creation uMaintained a stringent approach in evaluating an executive’s individual performance in our short-term incentive compensation plan and in the goal-setting process for all our incentive plans uContinued proactive, robust disclosure on current-year compensation decisions uConsidered and implemented feedback from our 2025-2026 shareholder outreach and engagement efforts in our plan design process uExplained that forward-looking long-term incentive plan targets are not disclosed for proprietary and competitive harm reasons


BOARD COMPOSITION AND DIRECTOR COMMITMENTS: uContinued support for our governance, policies, and practices related to Board composition, such as our enhanced annual evaluation of Board performance, as well as for our thorough and updated disclosure and explanation of the Board’s assessment of the commitments of our Board Chair; and uAdditional questions on our Board members’ attributes and perspective on the commitments of our Board Chair, as well as our overall balance						uUpdated enhanced disclosures in the “Board Nomination Process and Qualifications” section of this Proxy Statement, including around Board composition, refreshment, diversity, and key skills and experiences uRotated the committee membership for several of our directors, which we believe allows for new perspectives, improved functionality, and a more balanced and effective structure uDiscussed in our engagement meetings and disclosed in the “Director Commitments” section of this Proxy Statement our updated rationale for our continued support of our Board Chair


BOARD OVERSIGHT OF SUCCESSION PLANNING; LEADERSHIP TRANSITIONS: uQuestions around our Board’s oversight of succession planning, especially as it relates to the Company’s leadership transitions in 2025—with particular focus on the timing and rationale and broad support for the transitions						uDiscussed in our engagement meetings and disclosed in the “Board of Directors’ Role in Succession Planning” section of this Proxy Statement context around the Board’s role in the Company’s leadership transitions in 2025 uMaintained a robust succession planning process generally and engaged in succession planning efforts throughout the year


BOARD OVERSIGHT OF STRATEGY; COMPANY PERFORMANCE: uQuestions around our Board’s oversight of strategy, especially in relation to the recent shifts in the industry landscape, as well as on the Company’s operational and financial performance and ability to drive growth and value						uDiscussed in our engagement meetings and disclosed in the updated “Board of Directors’ Role in Strategy Oversight” section of this Proxy Statement the Board’s approach to this critical responsibility uIncreased, consistent, and proactive engagement between the Board and senior management and among the directors, especially given the challenges and more complex environment last year uThe Board made a strategic leadership change, to better position the Company as we enter our next phase of growth in the current pivotal landscape




Incremental Amount Above Base Compensation for Board Leadership Roles
	Non-Executive Chair of the Board Equity(2)	Audit Committee Chair Cash Retainer	Governance and Sustainability Committee Chair Cash Retainer


		Compensation and Talent Management Committee Chair Cash Retainer	Finance Committee Chair Cash Retainer


Name	Fees Earned or Paid in Cash(1) ($)	Stock Awards(2) ($)	All Other Compensation(3) ($)	Total ($)
Donna M. Alvarado	47,500	190,009	64,637	302,146
Ann D. Begeman	140,000	190,009	—	330,009
Thomas P. Bostick	130,000	190,009	19,700	339,709
Anne H. Chow	130,000	190,009	45,950	365,959
Steven T. Halverson	180,000	190,009	55,000	425,009
Paul C. Hilal	155,000	190,009	50,000	395,009
David M. Moffett	180,000	190,009	50,000	420,009
Linda H. Riefler	200,000	190,009	55,000	445,009
Suzanne M. Vautrinot	130,000	190,009	26,500	346,509
James L. Wainscott	130,000	190,009	55,000	375,009
J. Steven Whisler	175,000	190,009	55,000	420,009
John J. Zillmer	155,000	440,017	—	595,017


Name			Stock Awards Deferred through the CSX Directors’ Deferred Compensation Plan
Donna M. Alvarado			109,762
Ann D. Begeman			—
Thomas P. Bostick			21,862
Anne H. Chow			5,785
Steven T. Halverson			331,705
Paul C. Hilal			—
David M. Moffett			66,113
Linda H. Riefler			27,995
Suzanne M. Vautrinot			35,247
James L. Wainscott			—
J. Steven Whisler			44,172
John J. Zillmer			—



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


	2024		2025
Audit Fees: Includes fees associated with the integrated audit, testing internal controls over financial reporting (SOX 404), the reviews of the Company’s quarterly reports on Form 10-Q, statutory audits, consultations, and services related to SEC filings.	$	5,700,000	$	4,489,000
Audit-Related Fees: Includes audits of employee benefit plans, accounting system pre-implementation review services, and agreed-upon procedures.	$	968,000	$	1,642,000
Tax Fees: Includes fees for tax compliance and tax advice and planning.	$	—	$	—
All Other Fees: Includes fees for advisory services for non-audit projects. The Audit Committee has concluded that the services covered under the caption “All Other Fees” are compatible with maintaining EY’s independent status.	$	35,000	$	36,000


Members	Committee Member Since	Attendance at Full Committee Meetings During 2025
David M. Moffett, Chair	May 2015	10/10
Donna M. Alvarado*	August 2006	5/5
Steven T. Halverson	May 2009	10/10
Suzanne M. Vautrinot	December 2019	10/10
James L. Wainscott	May 2025	5/5
J. Steven Whisler	May 2011	10/10


Say on Pay and Shareholder Engagement			64


Compensation Program Objectives and Design			65


Elements of the Company’s 202 5 Executive Compensation Program			69


202 5 Compensation Decisions			72


202 6 Compensation Decisions			76


Base Salary			76


Short-Term Incentive Compensation			77


Long-Term Incentive Compensation			80


Employment Agreements			87


Total Rewards			88



Joseph R. Hinrichs* Former President and Chief Executive Officer						Sean R. Pelkey* Former Executive Vice President and Chief Financial Officer


Pay Element	Form	Performance	Objective

Salary	Cash	Based on assessment of each NEO’s scope of responsibilities, individual performance, experience and contribution, and market data	Recruit, motivate, and retain talented, high-performing executives
Incentive Compensation

Short-Term Incentives	Cash	The Company’s performance measures for the 2025 Management Incentive Compensation Plan (“MICP”) and weightings at target are: uOperating Income (30%) uOperating Margin (30%) uInitiative-based Revenue Growth (10%) uSafety (10%) – Personal Injury (5%) and Train Accident Rates (5%) uFuel Efficiency (10%) uTrip Plan Compliance (10%) Under the MICP, there is an individual performance modifier, which gives discretion to reward extraordinary or penalize poor performance. For the CEO and executive leadership team, the MICP provides up to a 1.5x modifier, with a maximum total payout of up to 250% of the NEO’s Target Incentive Opportunity.	Motivate and reward executives and eligible employees for driving Company performance within a one-year period


Annual Long-Term Incentives	uPerformance Units (60%) uNon-qualified Stock Options (20%) uRestricted Stock Units (20%)	The performance measures and weightings for the Performance Units issued as part of the 2025–2027 Long-Term Incentive Plan (“LTIP”) are: uAverage Annual Operating Income Growth Rate (50%) uEconomic Profit (50%) Performance Units are subject to a Relative Total Shareholder Return modifier of +/- 20% up to a 240% maximum payout if performance is ranked 1st or 5th in the Class I Railroads peer group, with no impact to the payout if performance ranks 2nd, 3rd, or 4th in the peer group Non-qualified Stock Options vest ratably over three years and only have value if the price of CSX’s common stock increases after grant Restricted Stock Units vest ratably over three years	Motivate and reward executives to drive strategic initiatives that create long-term shareholder value


2025 Incentive Plan Award	Performance Metric	Metric Weight	How Metric Supports Sustainable Growth

2025 Short-Term Incentive Plan (MICP)	Operating Income		uUsed to gauge the general health of the Company uAligns with the Company’s objective of profitable growth


	Operating Margin		uKey indicator of the Company’s efficiency uEncourages the Company to deliver results that grow the business while optimizing assets


	Initiative-based Revenue Growth		uMeasures the Company’s ability to gain additional business on the CSX network through growth with new and existing customers uDirectly supports profitable growth by driving operating income


	Safety		uReinforces the critical importance of ensuring employees’ personal safety and the safety of fellow railroaders and upholding our commitment to protect customers’ freight and the communities in which we operate uConsists of FRA Personal Injury Rate (5%) and FRA Train Accident Rate (5%)


	Trip Plan Compliance		uEnsures the Company successfully executes the service plan for customers’ shipments based on our commitments uFocuses on reliable and accurate service for customers


	Fuel Efficiency		uIndicates the Company’s fuel productivity over the distance traveled uSupports environmental stewardship by reducing carbon emissions


2025-2027 Long-Term Incentive Plan (LTIP)	Average Annual Operating Income Growth Rate		uMeasures the average increase in operating income for the three-year LTIP cycle uAligns with the Company’s objective of profitable growth


	Economic Profit		uMeasures the Company’s ability to grow operating income while remaining focused on cost control and asset utilization uEncourages investments in growth projects that earn more than an expected rate of return


	Relative Total Shareholder Return	Modifier of +/- 20% up to 240% maximum payout with no impact to the payout if rTSR ranking is 2nd, 3rd, or 4th in the peer group	uDesigned to appropriately align NEO payouts with share price performance relative to the Class I Railroads


RESPONSIBILITIES: Mr. Angel joined CSX in September 2025 as President and Chief Executive Officer. He is an accomplished executive with over 45 years of experience leading large, public companies and generating strong shareholder returns. Prior to joining CSX, Mr. Angel served as Chairman and Chief Executive Officer of Linde plc. During his tenure, he oversaw the successful integration of Linde AG and Praxair, Inc., which created the world’s largest industrial gases and engineering company. Before Praxair’s merger with Linde, Mr. Angel served as Chairman, President, and Chief Executive Officer. Mr. Angel began his career at General Electric, where he spent 22 years in a variety of management positions, working directly with locomotive and rail operations. He has a long and proven track record of leading high-performing teams, fostering a collaborative culture, and driving operational excellence and growth, while maintaining disciplined capital allocation and attractive returns on capital.


2025 ACCOMPLISHMENTS: uImplemented executive leadership changes designed to strengthen the Company’s strategic focus and advance long-term growth objectives. uDeveloped and implemented clear goals for CSX to be best in class across the industry in safety, margins, and return on invested capital. uEstablished rigor and discipline to improve the enterprise planning process. uStrengthened accountability for cost performance and capital discipline.


2025 COMPENSATION

Base Salary:	$	386,364
Annual Bonus Earned:	$	513,863
Long-Term Incentives Granted:	$	10,633,407
Total Compensation:	$	11,533,634
51% of 2025 LTIs granted were performance based