Table of ContentsOther Matters

The Board believes that the thirteen director nominees standing for election at this year's Annual Meeting possess a diverse breadth of experience that will bolster management's positioning of CSX to respond to volatile macroeconomic conditions and challenges facing CSX and the rail industry.

CSX operates under a Code of Ethics that requires all employees, officers and directors, without exception, to avoid engaging in activities or relationships that conflict, or would be perceived to conflict, with the Company’s interests or adversely affect its reputation. It is understood, however, that certain relationships or transactions may arise that would be deemed acceptable and appropriate upon full disclosure of the transaction, following review to ensure there is a legitimate business reason for the transaction and that the terms of the transaction are no less favorable to CSX than could be obtained from an unrelated person. The Audit Committee is responsible for review and oversight of all transactions with related persons. CSX has not adopted written procedures for reviewing Related Person Transactions, but generally follows the procedures described below.below in accordance with Item 404 of Regulation S-K.

A “Related Person Transaction” is a transaction, arrangement or relationship (or any series of similar transactions, arrangements or relationships) in which: (i) CSX (including any of its subsidiaries) was, is or will be a participant; (ii) the amount involved exceeds $120,000 in any fiscal year; and (iii) any Related Person had, has or will have a direct or indirect material interest (other than solely as a result of being a director or a less than 10% beneficial owner of another entity).

CSX considers aA “Related Person” to be:includes: (i) any person who is, or at any time since the beginning of the last fiscal year was, a director or executive officer or a nominee to become a director; (ii) any person who is known to be the beneficial owner of more than 5% of any class of CSX’s voting securities; (iii) any immediate family member of any of the foregoing persons, which means any child, stepchild, parent, stepparent, spouse, sibling, mother-in-law, father-in-law, son-in-law, daughter-in-law, brother-in-law or sister-in-law of the director, executive officer, nominee or more than 5% beneficial owner, and any person (other than a tenant or employee) sharing the household of such director, executive officer, nominee or more than 5% beneficial owner; and (iv) any firm, corporation or other entity in which any of the foregoing persons is employed or is a partner or principal or in a similar position or in which such person has a 5% or greater beneficial ownership interest.

On an annual basis, in response to the Directors and Officers Questionnaire (“Questionnaire”) and a Related Person Transaction survey (“Survey”), each director, director nominee and executive officer submits to the Corporate Secretary a description of any current or proposed Related Person Transactions. Directors and executive officers are expected to notify the Corporate Secretary of any updates to the list of Related Person Transactions during the year. If Related Person Transactions are identified, those transactions are reviewed by the Audit Committee.

The Audit Committee will evaluate Related Person Transactions based on:

In connection with the review of any Related Person Transaction, the Audit Committee will consider whether the transaction will be a conflict of interest or give the appearance of a conflict of interest. In the case of any Related Person Transaction involving an outside director or nominee for director, the Audit Committee will also consider whether the transaction will compromise the director’s status as an independent director as prescribed in the NasdaqNASDAQ listing standards.

There were no Related Person TransactionsShare Repurchase.On October 17, 2019, concurrently with the sale by Mantle Ridge of approximately 18.8 million shares of the Company’s stock to a major financial institution in 2016. On March 6, 2017,an unregistered block trade, the Company entered into the MR Agreement withrepurchased approximately 4.7 million shares of its common stock from Mantle Ridge Group regarding, among other things,at the membership and compositionsame purchase price per share as was paid by the financial institution for aggregate cash consideration of the Board and the appointment of Mr. Harrison as CEO of the Company. Mr. Hilal is the managing member of Mantle Ridge GP LLC, which is the general partner of Mantle Ridge LP, which is the sole member of Mantle Ridge. The MRapproximately $319 million pursuant to a Stock Purchase Agreement is described in detail under “Mantle Ridge and E. Hunter Harrison Agreements” below. On March 30, 2017,between the Company and theMantle Ridge. A member of CSX’s Board of Directors, Paul C. Hilal, founded and controls Mantle Ridge Group entered into a registration rights agreement (the “Registration Rights Agreement”). The Registration Rights Agreement was contemplated by the MR Agreement. Pursuant to the Registration Rights Agreement, the Mantle Ridge Group shareholders may request that the Company file a registration statement to register the saleand each of sharesits related entities.

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Table of CSX common stock that the Mantle Ridge Group shareholders beneficially own, subject to the limitationsContents

ITEM 1: Election of Directors   |   Compensation Committee Interlocks and conditions provided in the Registration Rights Agreement. The Registration Rights Agreement is more fully described in,Insider Participation

Compensation Committee Interlocks and is attached as an exhibit to, the Company's Current Report on Form 8-K filed on April 3, 2017 with the SEC.Insider Participation

Mr. Harrison was a director of Dynegy from March 9 to December 16, 2011 (Chairman from July 11 to December 16, 2011), as well as Interim President and Chief Executive Officer from April 9 to July 11, 2011. On July 6, 2012, Dynegy filed a voluntary petition for relief under Chapter 11 of the U.S. Bankruptcy Code as a preliminary step necessary to facilitate the restructuring of one or more of Dynegy’s subsidiaries. Dynegy exited bankruptcy on October 1, 2012.

No member of the Compensation and Talent Management Committee is, or in 2019 was, an executive officer or former executive officer or employee of the Company. In addition, no executive officer of the Company served on the board of directors of any entity whose executive officers included a director of the Company.

Table of ContentsBoard Leadership and Committee Structure

On March 6, 2017, CSX separated the roles of Chairman and CEO. The Board believes that at this time, and based on the Company’s current circumstances, the positions of Chairman and CEO should be separate, with the Chairman of the Board role being filled by an independent director. As the Chairman will be an independent director, the Presiding Director role has been eliminated as of March 6, 2017. Mr. Kelly, who previously served as Presiding Director, currently serves as the Chairman of the Board. The duties of the Chairman include: (i) calling special meetings of the Board,Board; (ii) presiding at all meetings of the Board and shareholders,shareholders; (iii) in consultation with the Vice Chairman of the Board, determining the agenda, schedule and meeting materials for meetings of the Board in consultation with the Vice Chairman of the Board; (iv) guiding Board discussions and facilitating discussions between the Board and the Company’s management,management; (v) interacting with the Company’s analysts, investors, employees and other key constituenciesconstituencies; and (vi) keeping the Vice Chairman informed, and consulting with the Vice Chairman, as to material internal and external discussions the Chairman has, and material developments the Chairman learns, about the Company and the Board.

On March 6, 2017, CSX also created the role ofThe Chairman is assisted by a Vice Chairman of the Board to consult with, advise and assist the Chairman of the Board in the performance of the duties of the Chairman. Mr. Hilal currently serves as the Vice Chairman of the Board. The duties of the Vice Chairman include: (i) providing input on the agenda, schedules and meeting materials for meetings of the Board,Board; (ii) assisting in guiding Board discussions and facilitating communication between the Board and the Company’s management,management; (iii) interacting with the Company’s analysts, investors, employees and other key constituencies,constituencies; (iv) performing the duties of Chairman in the absence or at the request of the ChairmanChairman; and (v) keeping the Chairman informed, and consulting with the Chairman, as to material internal and external discussions the Vice Chairman has, and material developments the Vice Chairman learns, about the Company and the Board.

The CSX Board has sixfive standing committees: the Audit Committee, the Compensation and Talent Management Committee, the Executive Committee, the Finance Committee, the Governance Committee and the Public AffairsGovernance Committee. Each of these committees has a written charter approved by the Board, a copy of which can be found on the Company’s website athttp://investors.csx.comunder the heading “Corporate“Environmental, Social and Governance.” As of the Record Date, the composition of the committees of the Board was as follows:

18       CSX Corporation 2020 Proxy Statement

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ITEM 1: Election of Directors   |   Board Leadership and Committee Structure

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ITEM 1: Election of Directors   |   Board Leadership and Committee Structure

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20       CSX Corporation 2020 Proxy Statement

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ITEM 1: Election of Directors   |   Annual Evaluation of Board Performance

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Public Affairs Committee
Meetings in 2016:		5
Committee Members:Members		Donna M. Alvarado
		John J. Zillmer (Chair) Pamela L. Carter John D. McPherson
		David M. Ratcliffe
		Linda H. Riefler
		John J. Zillmer
Committee Chair:		John B. Breaux
Suzanne M. Vautrinot Independent Members:Members		6

Annual Evaluation of Board Performance

The Board believes annual performance reviews are essential for ensuring overall effectiveness, including fulfilment of its oversight responsibilities, strategic planning and communications. For 2019, the Board evaluation process was initiated through detailed questionnaires. Individual director performance was then discussed with committee chairs or the Chairman of the Board, as appropriate. Summaries of the committee-specific feedback was provided to the relevant committee chairs, which were then reviewed with the Chairman of the Board. The Governance Committee reviewed the evaluations and recommendations. Each standing committee also conducted an evaluation of its own performance.

Meetings of the Board and Executive Sessions

During 2016,2019, there were eightsix meetings of the Board. Each of the directors then serving attended at least 85%75% of the meetings of the Board and the committees on which he or she served. The non-managementnon-employee directors met alone in executive session at each regular Board meeting. These executive sessions were chaired by the Presiding Director.Chairman of the Board. In accordance with the CSX Corporate Governance Guidelines, the independent directors (when different than non-management directors) meet in executive session at least once a year. 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 but one of the incumbent directors then in office attended the 20162019 Annual Meeting.

The Board periodically but at least once every three years, reviews and sets the compensation for non-managementthe non-employee directors based on the recommendation of the Governance Committee. Director compensation includes both cash and stock-based components. In recommending the amount and form of director compensation, the Committee considers, among other factors, peer benchmarking data and the level of compensation necessary to attract and retain qualified, independent directors.

For 2016, the Board approved an annual retainerElements of $90,000, which was payable inDirector Compensation