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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 | |||||||
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195 years in operation | 20,000 route-mile rail network | $14.9 billion of | 22,500 employees | |||||||||||||||||
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3.3 million carloads | 3 million intermodal units transported products and raw materials | 3,600 locomotives, which reduce greenhouse gas emissions by 75% compared to trucks | 12.5 million tons of | |||||||||||||||||
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WWW.CSX.COM 1
held: 10, 2023 2022The Annual Meeting of Shareholders (the(the “Annual Meeting”) of CSX Corporation (together (together with its subsidiaries, “CSX” or the “Company”) will be held at 10:00 a.m. (EDT) on Wednesday, May 6, 2020. If you plan to participate in the Annual Meeting, please see the instructions in the Question and Answer 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 atwww.virtualshareholdermeeting.com/CSX2020.
Date and Time 
How to Attend the Annual Meeting 
Record Date Wednesday, May 10, 2023, at10:00 a.m. EDTIf 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/CSX2023.Only shareholders of record at the close of business on March 8, 2023, which is the record date for the Annual Meeting, are entitled to vote. Items of Business101
To elect the 11 director nominees named in the attached Proxy Statement to the Company’s Board of Directors202
To ratify the appointment of Ernst & Young LLP as the Independent Registered Public Accounting Firm for 20202023303
To vote on an advisory (non-binding) resolution to approve the compensation for the Company’s named executive officers04
To hold an advisory
(non-binding) vote on whether future votes on the compensation for the Company’s named executive officers should be held every one, two or three years
FOR FOR FOR EVERY YEAR The persons named as proxies will use their discretion to vote on other matters that may properly come before the Annual Meeting.To Our ShareholdersThe above matters are described in the attached Proxy Statement. You are urged, after reading the attached Proxy Statement, to vote your shares by proxy using one of the following methods: (i) vote via the Internet or by telephone; or (ii) if you requested printed proxy materials, complete, sign, date and return your proxy card or voting instruction form if you hold your shares through a broker, bank or other nominee in the postage-paid envelope provided. This proxy is being solicited on behalf of the Company’s Board of Directors.Only shareholders of record at the close of business on March 6, 2020, which is the record date for the Annual Meeting, are entitled to vote. The Notice of InternetRegarding the Availability of Proxy Materials (the “Notice”), the Proxy Statement and the Annual Report on Form 10-K for the fiscal year ended December 31, 20192022 (the “2019“2022 Annual Report”) are being mailed or made available to those shareholders on or about March 25, 2020.By Order of the Board of Directors,
Nathan D. GoldmanExecutive Vice President-Chief Legal Officerand Corporate SecretaryBy Order of the Board of Directors, Advance Voting 
NATHAN D. GOLDMAN
Executive Vice President – Chief Legal Officer and Corporate Secretary
Online 
By Phone 
By Mail www.proxyvote.com 1-800-690-6903 Mark, sign, date and promptly mail the enclosed proxy card in the postage-paid envelope IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS
FOR THE ANNUAL MEETING OF SHAREHOLDERS TO BE HELD ON MAY 6, 2020The Company’s Notice offor the Annual Meeting, Proxy Statement and 2022 Annual Report on Form 10-K for thefiscal year ended December 31, 2019, are available, free of charge, at www.proxyvote.com.2 CSX Corporation 2020 Proxy Statementwww.proxyvote.com.Proxy Summary4ITEM 1 Election of Directors7Criteria for Board Membership52023 Proxy Statement 
ESG HighlightsOur commitment to environmental stewardship, social responsibility and governance best practices are critical to our mission to be a leading supplier of rail-based freight transportation in North America—one that meets customers’ needs, creates value for our shareholders and provides a safe and rewarding work environment for its employees. As the most fuel-efficient mode of freight transportation on land, rail will continue to enable significant emission reductions and help drive economic prosperity. By conducting business in a sustainable way, we demonstrate our dedication to industry-leading ESG performance that supports our customers, shareholders, employees and communities. Our ESG approach is reflective of our efforts to be responsible corporate stewards, and it is also critically embedded in our growth strategy.We are proud of our efforts to establish CSX’s leadership on ESG action. Our development and implementation of innovative tools and technologies has enabled us to drive meaningful improvements on safety, customer experience, environmental efficiencies and employee engagement. As we move into the future and continue our emissions reduction trajectory, our focus is on creating long-term value for our people and our planet for decades to come. Our willingness to adapt, evolve and innovate has enabled CSX to deliver excellence and will continue to guide us into the future.More Than a Decade of Industry-Leading ESG Action2018 nSet target approved by the Science Based Targets initiative (a first for U.S. Class I railroads) to reduce GHG emissionsnLaunched Pride in Service to honor those who serve and support local communities2019 nSet new Company record for fewest Federal Railroad Administration (“FRA”)-reportable personal injuries and achieved lowest injury rate of all Class I railroads2020 nIssued CSX’s first GRI, SASB and TCFD-aligned report covering 2019 ESG performancenFormed cross-functional ESG team for deeper integration and collaboration on issues across departmentsnDeveloped cross-functional social justice advisory roundtable to help CSX combat racial injustice2021 nIntroduced ONE CSX culture initiative, centered on each employee’s unique value and role in reaching business objectivesnLaunched supplier engagement program focused on maximizing impact through value chain engagements2022 nAwaiting regulatory approval to become the first railroad to use Trip Optimizer’s Zero-to-Zero function, which extends fuel savings capabilities to low-speed operations, including starting and stoppingnTested use of biofuels to run our locomotives8 ESG and Sustainable Growth
Sustainable Growth and Our Customer ExperienceOur Commitment to Customer ServiceCSX is proud of the resiliency our customer service teams have demonstrated in recent years. Despite varying degrees of disruption in 2021, we responded to supply chain challenges in 2022 with innovative solutions and adjusted our operating plans accordingly, leading to the successful transport of 6.2 million units of freight across the United States. Recognizing that we had to quickly adapt to deliver the best-in-class service and interaction that our customers have grown to expect from CSX, we have expanded our workforce significantly and increased our customer solutions team over the past couple of years.By continuing to invest in network capacity, customer service technology and new service offerings, CSX added to a solid operating foundation that will support future business growth by accelerating highway-to-rail freight conversion, which is a crucial step in facilitating the transition to a lower-carbon economy. Additional 2022 and early 2023 milestones include:
Completion of the acquisition of Pan Am Systems, Inc., expanding CSX’s reach in the Northeastern United States, providing customers with new service possibilities
Identification of close to 90 growth projects across the CSX network that will have significant financial impact on CSX and the communities we serve by way of job creation and additional opportunities
Increased customer investment at CSX Select Sites, which are premium certified rail-served locations for industrial development and expansion. New partnerships over 2022 and early 2023 included electric-vehicle manufacturing complexes, a steel mill and a megasite property in Central South Carolina
Ongoing improvements to our ShipCSX customer service platform, further enhancing the value proposition of rail and supporting CSX’s strategy for capturing market share from the trucking industryService Innovations Enhancing Customer Experience and ResultsProviding excellent customer service means investing in the tools and technologies that provide added value and efficiencies. In 2022, we continued our digital business transformation with the understanding that measures we take to improve the safety and efficiency of the railroad ultimately translate to an improved customer experience.
Our Intermodal Terminal Reservation System allowsus to ensure maximum flexibility and fluidity at terminals, with 99% of customers leveraging the technology solution to make gate reservations.
TRANSFLO, a CSX subsidiary that provides transloading services across our network, helps customers take advantage of the economic and environmental benefits of rail without having rail infrastructure at their facilities.
Our ShipCSX customer service platform allows customers to plan, ship, trace and pay for shipments quickly and securely, while streamlining terminals so shipments can arrive efficiently.
Our pioneering XGate System not only accelerates the pace of customer deliveries, but also reduces potential emissions from idling trucks at intermodal terminals by up to 90%.9 2023 Proxy Statement ESG and Sustainable GrowthEnvironmentalOur Commitment to SustainabilityCSX’s commitment to advancing environmental sustainability supports our business strategy and is a part of our value proposition to our customers. At CSX, we believe that caring for our planet broadly and our communities specifically underpins our ability to best serve our customers and drive long-term prosperity. We continue to hold ourselves accountable for delivering business success while operating with a strong focus on our environmental practices.We are extremely proud of the leadership the Company continues to demonstrate in this area, and we embrace the opportunity to develop, test and bring to scale emerging alternative fuels and other technologies that will bring about an even more sustainable future for rail. In 2020, CSX became the first railroad in the United States to align with the Science Based Targets initiative, setting a goal to reduce GHG emissions intensity by 37.3% by 2030, using 2014 as a baseline. Additionally, the Company’s efforts have been recognized by multiple environmental groups and business publications. Among these recognitions, for the 12th straight year, in 2022 CSX was again included in the Dow Jones Sustainability Indices North America, as one of five transportation companies to receive this recognition.Progress on Our Environmental GoalsCSX remains dedicated to advancing innovative solutions and progressive action in our operations to reduce our impact on theenvironment as we track towards specific targets. After achieving our 2020 environmental targets, many ahead of schedule, CSX introduced a new set of 2030 goals to guide our climate efforts for the next decade. Progress on our environmental goals, more fulsome and updated detail on which will be released later this year in our 2022 ESG Report, includes:
GHG Emissions 
Renewables 
Waste 
Sustainable Operations Goal:Continue working towards our science-based target to reduce GHG emissions intensity by 37.3% against a 2014 baselinePlan:Make network and operational improvements while investing in technologies that will help transform the railroad industryPerformance:Achieved 15.6% reduction in Scope 1 and 2 emissions intensity since 2014; improved fuel efficiency; piloted alternative fuels and engine enhancements to reduce fuel burn and overall emissions fromlocomotivesGoal:Increase the Company’s use of renewable energy to 50% of the Scope 2 footprintPlan:Develop a viable Scope 2 strategy to include partnerships, energy audits, energy efficiency retrofits and renewable energyPerformance:While CSX is working to find appropriate power purchase agreements to meet our long-term goals, we have entered into community solar agreements and are purchasing RECs to maintain forward progressGoal:Reduce the amount of hazardous waste generated from ongoing operations by 30% and decrease the amount of ongoing operations waste disposed in a landfill to less than 10% of volumePlan:Re-evaluate our purchasing practices, provide training to project managers and utilize product recycling wherever possible; identify those waste streams that can be reused or recycled and expand use of these alternative means of disposalPerformance:Began to spearhead circularity initiatives such as our ties recycling program and terminal “Clean Sweep” clean ups throughout the yearGoal:Expand efforts to engage our supply chain through evaluation of GHG quantification, ESG goals, and evaluation of risks and opportunities by engaging our suppliers through CDP Supply ChainPlan:Partner with suppliers to create efficiencies and positively impact our businesses, our stakeholders and the environmentPerformance:Engaged with top-tier suppliers through CDP Supply Chain in 2022, with 19% participationAdvancing Our Customers’ Environmental PerformanceWith rail being the most sustainable mode of land-based freight transportation—given that, on average, freight railroads are three to four times more fuel efficient than trucks and produce 75% fewer GHG emissions—CSX has an opportunity to not only drive positive outcomes for the environment, but also for our customers, by helping divert incremental volumes off the highway without sacrificing reliability. Our customers are leveraging rail service now more than ever and are taking the opportunity to reduce their environmental footprint while optimizing their supply chains, especially in light of increasing consumer pressures and anticipated regulatory changes related to emissions. It is a priority at CSX to communicate with our customers about the efficiency benefits associated with our services and ultimately help our customers advance their own sustainability goals.CSX is giving our customers the tools they need to better quantify and reduce their climate footprint, from the Carbon Calculator available on the CSX website to customized client reports that summarize carbon emissions and fuel use. CSX also offers our customers individualized allocated emissions reports suitable for GHG inventories that detail calculation methodology and audit traceability. In 2022, CSX customers avoided emitting 12.5 million tons of carbon dioxide by shipping with CSX versus truck.10 ESG and Sustainable GrowthBiannually, CSX convenes our largest customers to engage firsthand with our executive team and hear from senior leadership in an intimate environment. Highway-to-rail conversion is a significant part of that dialogue, as well as value-added service expansion concerning carbon emissions reduction. Through this forum, we are able to gain additional insights into upcoming customer challenges, which will allow us to cater our services to best fit their changing needs and work together on viable solutions to both address their needs and help the environment.SocialCultural TransformationTo continue delivering on our company-wide vision and aspirations of attracting, developing and retaining the best people, we needed a strategy that values each individual’s contributions while instilling a sense of pride, equality and belonging. Thus, in 2021, we built on the next phase of our organizational strategy to redefine who CSX is as a company and unite and engage our employees. We developed new values to work safely, grow through innovation, lead with passion and integrity, strengthen our communities and create our future as ONE CSX. These values are core to our strategy and commitment to fostering a ONE CSX culture. ONE CSX describes the culture we aspire to create, where we operate as one team with all employees feeling empowered and able to contribute to our broader business objectives. In 2022, we launched these values and behaviors to the organization and began embedding them in our new ways of working.To achieve our business goals, CSX’s culture of safety, accountability and excellence has evolved, and must continue to do so, to include more innovative and diverse perspectives and a passion for service and create an environment where our employees think and work as ONE CSX and are able to achieve their full potential. Behaviors in action that have supported the creation of our future as ONE CSX, and which continue to support the expansion and strengthening of ONE CSX, include interconnectivity across teams to drive progress, acknowledgment of our employees’ work and contributions and investment in the development of our workforce. We have built on existing program success by expanding our employee-led business resource groups and social justice action plan. We have also introduced new elective benefits that offer comprehensive, holistic well-being. Moving forward, we will continue gathering feedback from our employees to identify our areas of strength and development and we will continue to grow our ONE CSX culture with an emphasis on building and sustaining a more diverse, engaged and motivated workforce.Our cultural transformation critically includes cultivating strong relationships with CSX’s unionized workforce and providing opportunities to work more closely with labor on solutions that improve the employee experience. At the end of 2022, the Company revised our attendance policy for operations employees to address their concerns from the recently concluded national bargaining round and build on previous revisions to the Company’s operational testing and corrective action policies. In early 2023, CSX reached agreements with four unions that provide paid sick leave for nearly 6,000 railroad workers, demonstrating the Company’s commitment to listening to our railroaders and working with their representatives to find solutions that improve their quality of life. These agreements are a direct result of the collaborative relationship CSX is working to cultivate with all the unions that represent CSX employees, and the Company will continue to pursue similar agreements with our remaining unions.The main message of ONE CSX is universal: We are at our best when we come together as one. The ONE CSX culture is meant to unify us across crafts, regions, and departments and requires all of us to act.ONE CSX simply boils down to working together as a team. It is an ambition and a call to action, and it is how we define the culture that we need to work towards.SafetyAt CSX, safety encompasses every aspect of our operations, not just for our employees, but also for our customers and the communities in which we operate. All CSX employees, regardless of job function or level, are part of the CSX safety team. By putting health and safety at the center of our day-to-day operations, we strive to foster a safety culture grounded in ownership and accountability. In 2022, for the second consecutive year, CSX recorded zero work-related employee fatalities. We attribute this to our “no fatalities or life-changing events” campaign, which included a video to engage and educate employees on our commitment to safety. Across all divisions, leadership has shown their support for and focus on making this commitment a reality.Our safety approach is an ongoing journey and it evolves and advances with time and technology. In 2022, CSX invested $1.7billion in infrastructure maintenance and improvements to ensure safety, including in our core track, bridges and signals and in our equipment and detection technology. Moving forward, we will continue harnessing technology, like autonomous track assessment cars and drones, to innovate how we identify and avoid accident factors while adding new safeguards along the way.Moreover, the CSX Responder Incident Training (“RIT”) program is an integral part of our commitment to safety, helping us build relationships with and train the first responders who serve the communities in which we operate. In 2022, CSX hosted 40 events across 35 cities along our network, training nearly 4,000 first responders to safely respond to potential rail emergencies through traditional, virtual and hands-on RIT exercises. We look forward to continuing to build on our RIT program and hosting the many related events already planned for 2023.11 2023 Proxy Statement ESG and Sustainable GrowthWorkforce DiversityRails and roads do not move freight, people do. At CSX, our employees—the number of which was more than 22,500 as of December 31, 2022, which includes approximately 17,100 employees that are members of a rail labor union—provide the foundation for our success, with each one contributing uniquely valuable perspectives and skill sets. Our employees’ contributions are what keep our Company, our customers and our communities moving forward towards our shared goals. In 2022, we continued efforts to build a workforce that reflects the communities we live in and serve, starting with our hiring practices. This included providing interviewers and hiring managers with best practices, enhanced training, which included unconscious bias content, and a new system to better identify talent while continuing to locate talent from non-traditional sources.While we are moving in the right direction in terms of building out and sustaining a diverse workforce, we recognize there is more work to be done and are firmly committed to doing this work. As one step on our broader journey, we publicly released our 2021 EEO-1 data in our 2021 ESG Report to provide insight into the makeup of our workforce. We plan on sharing this data annually moving forward to increase transparency around how we are advancing diversity and representation across the organization.Who We Are* Three Generations of Our Workforce 88%Overall Retention Rate22% Diverse5% Female15Average Years of Service4%Boomers64%Gen X32%Gen Y/Millennials46Average AgeWorkforce Diversity#Management New Hires Management Promotions 22%of Total Workforce37%of Management19%of Union46%Diverse26%Female36%Diverse23%FemaleUnion New Hires Females Veteran and Active-Duty Military Status 36%Diverse4%Female5%All Female Talent21%of Management2%of Union3,102Veterans, Active-Duty Military and First Responders16%of Workforce* The data reflected in this table, which is calculated as of December 31, 2022, excludes approximately 2,740 employees of certain CSX subsidiary companies due to such companies’ separate payroll systems.# Calculated as the percentage of males of color and all females.12 ESG and Sustainable GrowthCSX is proud of the many business resource groups (“BRGs”) that have been initiated by our employees to connect with colleagues who have shared interests and experiences. Each BRG is led by an executive-level sponsor, with the goal of promoting a diverse, inclusive and engaged workplace culture.Our BRGs include: (i) ABLE Business Resource Group, which focuses on fostering a sense of belonging for those employees living with visible and invisible disabilities; (ii) African American Inclusion Group, which focuses on creating a culture that embraces inclusion and promotes African American representation at CSX; (iii) Asian Professionals for Excellence, which seeks to promote stronger working relationships between Asian and non-Asian employees; (iv) Interchange Women’s Business Resource Group, which creates forums to engage aspiring women leaders on career and leadership development; (v) LGBTQ+A(llies), which focuses on advocacy, education, policy and community outreach in support of the LGBTQ+ community and engaging family and friends who serve as allies; (vi) Military Business Resource Group, which honors and supports CSX’s veterans or active-duty military employees, Pride in Service activities and employee families when their loved ones are deployed in active military service; (vii) STEAM, which focuses on sparking interest in technology and innovation among all employees in the areas of science, technology, engineering, art and math; and, as most recently added in 2022, (viii) Hispanic Origin/Latin American (HOLA) Business Resource Group, which is committed to the engagement and professional growth of CSX’s Hispanic and Latinx employees with a focus on recruitment, development, cultural awareness and community involvement.Commitment to Social Justice and Racial EquityCSX is committed to social justice and racial equality—within our organization and throughout our communities. We are adding CSX’s voice to the side of anti-racism to not only meet our societal obligation but also to help strengthen our culture of inclusion. As we resolve to address social justice with purpose, we are continuing efforts with our own social justice advisory roundtable, a cross-functional group of CSX employees and leaders, to advance our efforts. This group reflects a diverse range of perspectives and expertise that has already increased dialogue around diversity, equity and inclusion at CSX and produced meaningful change for our employees and in our communities. Specifically, our social justice advisory roundtable is responsible for developing strategy and overseeing the Company’s social justice action plan. The internal portion of the plan includes specific items that directly impact employees and improve the corporate culture, ranging from anti-racism awareness seminars and development opportunities for people of color to voter education and changing potentially offensive job titles. Externally, the plan includes partnerships with organizations that promote anti-racism awareness and provide support for people and communities of color.For example, in alignment with the Company’s strong stance against hate speech, racism and discrimination, CSX recently joined other Jacksonville organizations and business leaders to promote diversity, equity and inclusion by contributing $100,000 to the newly formed Together Strong Community Fund. Backed by multiple large Jacksonville-based companies, the fund will use education, conversation and interaction initiatives to address antisemitism and bring the community together. Moreover, in 2022, CSX partnered with the United Way of Northeast Florida to support and promote Jacksonville’s Civil Rights Conference.CommunitiesAt CSX, service to our communities is core to who we are and our commitment to people extends beyond our employees. Service is at the heart of every decision we make, for our customers, for our employees and for our communities. We serve the communities in which we live and operate through monetary and in-kind giving, as well as employee volunteerism opportunities. For example, in 2022, CSX contributed $200,000 to support relief and recovery efforts in the Florida and South Carolina communities affected by Hurricane Ian.Additionally, 2022 marked the fourth full year of our signature community investment initiative, CSX Pride in Service. Pride in Service is a company-wide commitment to honor and serve the nation’s military, veterans and first responders by connecting them and their families with the support they need. CSX understands intimately the sacrifice that comes with military service, as nearly one in five CSX employees have a former or current military connection. Oftentimes, our military, veteran and first responder heroes find themselves with various hardships and financial adversity once they are no longer in the line of duty.Overall, in 2022, CSX contributed approximately $10.4 million and nearly 12,300 volunteer hours to our communities, with $7 million of such contribution directed to causes supporting military, veterans, first responders and their families. With Pride in Service’s nonprofit partners, CSX makes possible critical financial assistance, community connections and acts of gratitude. In 2022, we reached 315,000+ service men, women and family members through our Pride in Service initiative, and we participated in 751 related service events, partnering with the following organizations:
13 2023 Proxy Statement ESG and Sustainable Growth
GovernanceGovernance Practices and OversightAt CSX, we believe good governance practices begin with strong leaders who understand the opportunities and challenges across our business and bring diverse perspectives for how to approach them, to help make decisions that support the Company’s long-term growth and success. Our Board of Directors and executive team hold ultimate responsibility for developing and communicating CSX’s vision and purpose, overseeing the implementation of sound governance practices, upholding Company policies, codes, procedures and values and ensuring ongoing monitoring of and adherence to existing and emerging laws and regulations. Key elements of our comprehensive governance program include: annual election of directors; majority voting standard for election of directors and director resignation policy; separation of the roles of Chair of the Board of Directors and Chief Executive Officer; independent Chair of the Board of Directors; stock ownership guidelines for officers and directors; policy against hedging and pledging of CSX common stock; proxy access and rights to call special meetings; pay-for-performance alignment; and Audit Committee, Compensation and Talent Management Committee and Governance and Sustainability Committee comprised solely of independent directors.Business EthicsWe prioritize responsible business practices not only because it is the right thing to do, but also because it helps CSX manage and respond to potential risks and opportunities that can have an impact on our business and our ability to provide value to our stakeholders. All CSX employees and officers, members of the Board of Directors and Executive Sessionspartners conducting business with or on behalf of CSX are expected to act with the highest standards of personal integrity, consistent with the ethical behaviors outlined in our Code of Ethics. This code covers a wide slate of business matters including: conflicts of interest; insider trading; confidential information misuse; discrimination and harassment; whistle-blower protection; public and employee safety; and proper use of corporate assets. In consultation with the Board of Directors, our executive leadership team develops governance policies and sets clear expectations for those across all levels of our Company. Annual ethics training, which focuses on applying the CSX Code of Ethics in daily interactions, is required for all CSX management employees and is highly encouraged for union employees.21Director Compensation22Business Ethics2019 Directors’ Compensation Table232022 Ethics DataHighlights
100%Management employees trained
88%Union employees trainedCybersecurityStrong performance and reliability of our technology systems are critical to our ability to operate safely and effectively. Our security framework is broadly integrated across the organization to enable the protection of our customers’ personal information and the integrity of our operations, our contractors and our suppliers. Our information security team is responsible for day-to-day management and strategy implementation, including equipping our systems with the latest cybersecurity tools; conducting daily vulnerability scans; regularly providing critical cybersecurity information to all application users; and facilitating the annual required cybersecurity awarenesstrainings.Over the last few years, CSX has brought in Board and executive-level experts to expand oversight of our cybersecurity and technology systems. In 2019, Suzanne M. Vautrinot, a retired U.S. Air Force (“USAF”) Major General, joined our Board of Directors. Maj. Gen. (ret.) Vautrinot, who led the USAF’s Cyber Command and is currently the president of a cybersecurity strategy and technology consulting firm, provides invaluable expertise and guidance in cyber and information security management. More recently, Stephen Fortune joined CSX as Executive Vice President and Chief Digital & Technology Officer in April 2022. Mr. Fortune brings decades of experience as a corporate technology leader to the Company through his long tenure as Chief Information Officer of the global BP Group.Cybersecurity 2022 CybersecurityHighlights
100%Management employees trained90%Of the information security team has industry-recognized cybersecurity certification14 
ITEM 1Election of DirectorsAs discussed in more detail in the “Corporate Governance” section beginning on page 19 of this Proxy Statement.
The Board unanimously recommends a vote
FOR the election of the following director nominees.COMMITTEES KEY 
Chair 
Audit 
Compensation and Talent Management 
Executive 
Finance 
Governance and Sustainability 15 2023 Proxy Statement Proxy Voting SummaryThis 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 2022 performance, please review the 2022 Annual Report. 
Collective Skills and Qualifications of the Board 
Business Operations
Corporate Governance
Finance/Capital Allocation
Accounting/Financial Reporting
Government/Regulated Industries
Risk/Crisis Management
Human Capital Management
Sustainability
Transportation Industry/Supply Chain Management
Cybersecurity Expertise16 Proxy Voting Summary
The Board unanimously recommends that the shareholders vote FOR this proposal.ITEM 2Ratification of Independent Registered Public Accounting FirmAs discussed in more detail in the “Audit Matters” section beginning on page41 of this Proxy Statement.24Fees Paid to Independent Registered Public Accounting Firm25Pre-Approval Policies and Procedures25WWW.CSX.COM 3Statement.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 2019 performance, please review the 2019 Annual Report.Attend our Annual Meeting of Shareholders
Date and TimeWednesday, May 6, 2020at 10:00 a.m. (EDT)
PlaceMeeting live via theinternet – please visitwww.virtualshareholdermeeting.com/ CSX2020.To participate in the Annual Meeting, you will need the 16-digit control number included on your proxy card or on your Notice of Availability of Proxy Materials.
Eligibility to VoteYou can vote if you were a shareholder of record at the close of business on March 6, 2020, which is the record date for the Annual Meeting.Visit our Annual Meeting Website●Review and download easy to read, interactive versions of our Proxy Statement and 2019 Annual Report●Sign up for future electronic delivery to reduce our impact on the environmentVoting Matters and Board RecommendationThe Board of Directors unanimously recommends a vote:
Item 1FOR the election of the 11 director nominees named in this Proxy Statement;Item 2FOR the ratification of the appointment of Ernst & Young LLP as CSX’s Independent Registered Public Accounting Firm for 2020; andItem 3FOR the approval, on an advisory (non-binding) basis, of the compensation of the Company’s named executive officers as disclosed in these materials.How to Cast Your Vote by Proxy
By internet using a computerBy telephoneUntil 11:59 p.m. EDTon May 5, 2020Visit 24/7www.proxyvote.comUntil 11:59 p.m. EDTon May 5, 2020Dial toll-free 24/71-800-690-6903
By internet using a smartphone or tabletBy mailUntil 11:59 p.m. EDTon May 5, 2020Scan this QR code 24/7 to vote with your mobile device (may require free software)Received on or beforeMay 5, 2020Sign and date your proxy card or voting instruction form and send by mail4 CSX Corporation 2020 Proxy StatementProxy SummaryBOARD NOMINEESNameDirectorSinceCommittee MembershipsOther Public Company BoardsAuditCompensationExecutiveFinanceGovernance
Donna M. AlvaradoINDEPENDENT2006●●CoreCivic, Inc.Park National CorporationShareholder Engagement and Responsiveness to 2022 Say-on-Pay VoteWe conduct and facilitate ongoing shareholder outreach throughout the year to ensure that the Board of Directors and management proactively understand and consider our shareholders’ views on important issues, including on our executive compensation program. In light of concerns around our 2022 “Say-on-Pay” vote and given that such vote only received approximately 60% support, well below Company expectations, our shareholder outreach and engagement efforts intensified after our 2022 Annual Meeting and were largely focused on our executive compensation program. Below is a summary of the design and breadth of these efforts, what we heard from our shareholders and what we did in response.Comprehensive detail on these efforts, respective shareholder feedback and our response is provided in the “Say-on-Pay and Shareholder Engagement” subsection of the “Compensation Discussion and Analysis” (the “CD&A”) section beginning on page 51 of this Proxy Statement. Additional detail related to the Compensation and Talent Management Committee’s perspective on this topic is provided in the letter from the Committee beginning on page 47 of this Proxy Statement. We strongly encourage you to review each section for a more fulsome perspective on our 2022 shareholder outreach and engagement.
Pamela L. CarterINDEPENDENT2010●●●Broadridge Financial Solutions, Inc.Enbridge Inc.Hewlett-PackardEnterprise Company
James M. Foote2017●
Conducted Spring Outreach & Identified Common Concerns Before the 2022 Annual Meeting Steven T. HalversonINDEPENDENT
2006Responded to Concerns & Planned Fall Outreach●
●Conducted Fall Outreach & Considered Feedback Based on the Say-on-Pay Vote●
Implemented Additional Responsive Actions 
Contacted nine shareholders, representing approximately 34.9% of shares outstanding*Met with governance teams of seven shareholders, representing approximately 33.5% of shares outstanding*Concerns around the following issues emerged:nthe use of compensation committee discretion in our short-term incentive plan without sufficiently robust disclosures on the committee’s reasoning for applying upward individual performance adjustment(s)nthe overall quantum of CEO paynthe proportion of our executive pay that is performance basednthe level of CEO perquisitesPaul C. HilalResponded to concerns:ntransitioned to a new President and CEO with a compensation package that is intended to strike the appropriate balance of fairly compensating him relative to peers and other S&P 500 CEOs, while aligning with shareholder interests and expectationsncapped the new President and CEO’s personal use of corporate aircraft to $175,000 annuallyncommitted to more fulsome and specific disclosure of our executive compensation program and resulting payoutsnre-evaluated the circumstances under which individual performance adjustment(s) might be appropriatenreviewed the equity mix and metrics used in our long-term incentive plan2017Contacted our top 50 shareholders, comprising 41unique firms, representing approximately 56.6% of shares outstanding*Received a declination (generally due to no questions or concerns) from or met with governance teams of 12 shareholders, representing approximately 32.1% of shares outstanding*Heard:nbroad support for the changes and caps in connection with our new President and CEO’s compensation and our commitment to provide more fulsome disclosure of rationale for our compensation decisionsndesire to see an increase in the representation of performance shares in our incentive equity mix, with one shareholder expressing a preference for the use of longer vesting periods for our equity awardsImplemented additional responsive actions:ndetermined that the circumstances under which individual performance adjustment(s) might be appropriate should be exceptionalnincreased the weighting of performance units from 50% to 60% for our 2023-2025 long-term incentive plan cycle* Based on ownership figures as of March 31, 2022 for spring outreach and September 30, 2022 for fall outreach. Most meetings were led by the Chairs of our Compensation and Talent Management and Governance and Sustainability Committees, along with our Chief Legal Officer, Chief Administrative Officer and/or Head of Investor Relations and employees from these executives’ departments.●●Aramark Corporation
John D. McPhersonINDEPENDENT2008●●
2023 Proxy Statement David M. MoffettINDEPENDENT2015●●●PayPal Holdings, Inc.Genworth Financial, Inc.Proxy Voting SummaryAlignment with Leading Governance PracticesThe Compensation and Talent Management Committee has established an executive compensation program that incorporates leading governance principles. Highlighted below are our executive compensation practices that drive performance and support strong corporate governance.
Linda H. RieflerINDEPENDENT2017●●MSCI, Inc.
Suzanne M. VautrinotINDEPENDENT2019●●Wells Fargo & Co.Ecolab, Inc.Parsons Corporation
J. Steven WhislerINDEPENDENT2011●●Brunswick CorporationInternational Paper Co.
John J. ZillmerINDEPENDENT(Chairman of the Board)2017●●●Ecolab, Inc.Veritiv Corporation1Aramark Corporation● Chair ● Member1Mr. Zillmer currently serves on the board of directors of Veritiv Corporation but will not stand for re-election at Veritiv’s annual meeting to be held on April 29, 2020.
Corporate Governance Highlights
✓Directors elected annuallyCSX Executive Compensation Practices Include:✓Independent ChairmannSignificant percentage of the Boardexecutive compensation that is performance based✓AllnPerformance measures that are highly correlated to shareholder value creationnEngagement of an independent compensation consultant to review our executive compensation program and perform an annual risk assessmentnSignificant share ownership requirements for Vice President-level executives and above and non-employee directors elected at the 2019 Annual Meeting attended 75% or morenDouble trigger in change-of-control agreements for severance payouts (i.e., change of the Boardcontrol plus termination)nClawback policy applicable to all incentive compensation plansnInclusion of multiple financial measures in short and Committee meetings in 2019long-term incentive plans✓Audit Committee, CompensationnUse of payout caps on short and Talent Management Committee and Governance Committee comprised solely of independent directors✓Stock ownership guidelines for officers and directorslong-term incentives✓Bylaws providing proxy access and rights to call special meetingsCSX Executive Compensation Practices Do NOT Include / Allow:✓Majority voting standardnRe-pricing of underwater options without shareholderapprovalnExcise tax gross-upsnRecycling of shares withheld for the election of directors and director resignation policytaxes✓Executive sessions of non-management directors at all regular Board meetings✓Policy against hedgingnHedging or pledging of CSX shares by officers and directorscommon stocknVesting of equity awards with less than a one-year periodWWW.CSX.COM 5Proxy Summary |Key Business Highlights for 2019Business Highlights for 2019
Stock Performance Graph
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 $6.02B Operating Income |  59.5% Operating Ratio |  $1.95 Fully-Diluted EPS |  $5.58B Capital Returned to Shareholders | |||||||||||||||||
6 CSX Corporation 2020 Proxy Statement
| Comparison of Five-Year Cumulative Return | ||
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The Board unanimously recommends a vote FOR the approval of the frequency of EVERY YEAR for future advisory votes on executive compensation. | |||||||||||||||||
ITEM 4 Advisory (Non-Binding) Vote on Whether Future Votes on the Compensation for the Company’s Named Executive Officers be Held Every One, Two or Three Years As discussed in more detail in the “Executive Compensation” section beginning on page 45 of this Proxy Statement. | |||||||||||||||||
| 18 | |||||||
| ITEM 1 | Election of Directors | ||||||||||
There are no family relationships among any of these nominees or among any of the nominees and any executive officer of the Company. Information regarding each of the director Key Skills and Qualifications Key Skills and Qualifications Key Skills and QualificationsOverviewEleven directors are to be elected to hold office until the 20212024 Annual Meeting and their successors are elected and qualified. Each of the nominees, other than Suzanne M. Vautrinot, was electedThe Governance and Sustainability Committee has recommended to the Board atof Directors, and the Company’s 2019 Annual MeetingBoard has approved, the persons named below as director nominees. The Board believes that each of Shareholders. Nomineesthese director nominees adds to the overall diversity of the Board, including in terms of background, skills, perspective, industries served, business matter coverage and demographics. For example, these director nominees bring a wide range of experience and expertise in management, railroad operations, financial markets, human capital and risk management. We believe that this broad representation is necessary, as each Board member is expected to be able to assess and evaluate the role and policies of the Company in the face of changing conditions in the economy, regulatory environment and customer expectations.Additionally, nominees for Board membership are expected to be prominent individuals who demonstratewith demonstrated leadership ability and who possess outstanding integrity, values and judgment. Directors and nominees must be willing to devote the substantial time 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.With the exception of Joseph R. Hinrichs, who was appointed as the CSX President and Chief Executive Officer and a member of the Company’s Board of Directors in 2022, each of the following nominees was elected to the Board at the Company’s 2022 Annual Meeting, and each of them has exemplified proven commitment and capacity to serve on the CSX Board.Consideration of DiversityCSX strives to cultivate an environment that embraces teamwork and capitalizes on the value of diversity. Although the Board does not have a formal written diversity policy,To ensure that the Governance Committee has a long-standingand Sustainability Committee’s commitment to diversity is reflected in our director qualifications and is guided byselection policies, the Company’sBoard recently amended the CSX Corporate Governance Guidelines to specify that such Committee will instruct any third-party search firm to use its best efforts to include qualified candidates who reflect diverse backgrounds, including, but not limited to, diversity philosophy when considering director nominees.of race, ethnicity, national origin and gender. The Governance and Sustainability Committee recognizes the importance of maintaining a Board with a broad scope of backgrounds and expertise that will expand the views and experiences available to the Board in its deliberations. Many factors are taken into account when evaluating director nominees, including their ability to assessexperience, skills, education, background, gender, race, ethnicity, age and evaluate the Company’s strategies in the face of changing economicother qualities and regulatory environments that may impact customerattributes. The Governance and shareholder expectations. In addition, theSustainability Committee strongly feels that candidates representing varied age, gender, cultural and ethnic backgroundsvariability across these factors add to the overall diversity and viewpoints of the Board. The Governance Committee andMoreover, over the full Board believe that the director nominees listed below embody the breadth of backgrounds and experience necessary for a balanced and effective Board.
WWW.CSX.COM 7ITEM 1: Election of Directors | Criteria for Board MembershipKey Skills and ExperienceIn determining the qualifications of a director nominee, the Board and the Governance Committee consider the following to be key skills and areas of experience:Board’s Skills andExperience as a Group
Business OperationsBusiness operations experience gives directors a practical understanding of developing, implementing and assessing the Company’s operating plan and business strategy.
Corporate GovernanceCorporate governance experience supports Board and management accountability, transparency and protection of shareholder interests.
Finance/ Capital AllocationFinancial and capital allocation experience is important in evaluating the Company’s capital structure.
Financial Expertise/ LiteracyFinancial expertise and literacy is important because it assists directors with their oversight of financial reporting and internal controls.
Government/ Public PolicyGovernment and public policy experience is important in understanding the regulatory environment in which the Company operates.
Risk ManagementRisk management experience is critical to the Board’s risk oversight role.
Marketing/SalesMarketing and sales experience is important to understanding the Company’s business strategies in developing new markets.
Talent ManagementTalent management experience is valuable in helping the Company attract, motivate and retain high performing employees, including succession planning efforts.
Transportation IndustryTransportation industry experience is important to understanding the dynamics within the freight transportation sector.
The chart above highlights some of the Board’s skills and experience as a group. The biography of each director also includes certain of their specific areas of expertise that resulted in the Board’s determination that each nominee is uniquely qualified to serve on the Board.8 CSX Corporation 2020 Proxy StatementITEM 1: Election of Directors | Criteria for Board MembershipBoard NomineesThe Governance Committee has recommended to the Board, andpast several years, the Board has approved,prioritized ensuring that committee chair positions are held by gender and racially/ethnically diverse Board members. Board diversity, including the persons named below as director nominees. The Board believes that eachdiversity of theour director nominees, adds tois described in much more detail in the overall diversity of the Board. The director nominees bring a wide range of experience“Board Composition and expertise in management, railroad operations and financial markets. Diversity” section on page 29 below.Director NomineesAs of the date of this Proxy Statement, the Board has no reason to believe that any of the following director nominees named will be unable or unwilling to serve. If any of the nominees named below is not available to serve as a director at the time of the Annual Meeting (an event which the Board does not now anticipate), the proxies will be voted for the election of such other person or persons as the Board may designate, unless the Board, in its discretion, reduces the size of the Board.
The Board unanimously recommends a voteFORthe election of the following Director nominees.nomineenominees follows. Each such nominee has consented to being named in this Proxy Statement and to serve if elected.
Donna M. AlvaradoIndependent DirectorNomineeAge71Director since2006The Board unanimously recommends a vote FOR the election of the following nominees.Biographical Information19 2023 Proxy Statement Corporate Governance
Donna M. Alvarado, is the founder74Independent Director NomineeDirector since 2006CSX CommitteesAudit/Compensation and Talent ManagementCareer HighlightsnFounder and current President of Aguila International, a business-consulting firm. Previously, Ms. Alvarado servedfirm 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. She has served on corporate boards in the manufacturing, banking, transportation and services industries. She has also led state and national workforce policy boards.Ms. Alvarado previously servednServed as Chairwoman of the Ohio Board of Regents. FollowingnAppointed to various executive and legislative staff appointmentspositions at the U.S. Department of Defense and in the U.S. Congress, Ms. Alvarado was appointedCongress.nAppointed by President Ronald Reagan to lead the federal agency ACTION, the nation’s premier agency for civic engagement and volunteerism, a position which she held from 1985 to 1989.volunteerism.Other Leadership ExperienceMs. Alvarado has served on boards in the manufacturing, banking, transportation and service industries. She has also led state and national workforce policy boards.As a result of her experience in the public and private sector, Ms. Alvarado brings to the Board significant workforce planning expertise, which is complemented by her experience with the Ohio Board of Regents.CSX CommitteesAudit / Compensation and Talent ManagementOther Public Directorships●CoreCivic, Inc.●Park National CorporationWWW.CSX.COM 9ITEM 1: Election of Directors | Criteria for Board Membership
Pamela L. CarterIndependent Director NomineeAge70Director since2010Biographical InformationPamela L. Carter retired in July 2015 as Vice President of Cummins Inc. and President of Cummins Distribution Business, a division of Cummins Inc., a designer, manufacturer and marketer of diesel engines and related components and power systems. Ms. Carter joined Cummins Inc. in 1997 as Vice President — General Counsel and held various management positions before her appointment in 2008nCorporate Governance Serves as President of Cummins Distribution Business, a $5 billion business with a global footprint.Prior to her career with Cummins, Ms. CarterAguila International and previously served in various capacities with the State of Indiana and in the private practice of law. Ms. Carter was the first woman and the first African-American to be elected to the office of Attorney General in Indiana. Ms. Carter also became the first African-American woman to be elected state attorney general in the U.S. She served as Parliamentarian in the Indiana House of Representatives, Deputy Chief-of-Staff to Governor Evan Bayh, Executive Assistant for Health Policy & Human Services, and Securities Enforcement Attorney for the Office of the Secretary of State.Skills and QualificationsWith strong operational experience and extensive service in government, Ms. Carter provides the Board with in-depth knowledge and insight into operations, technology, regulatory, legal and public policy matters.CSX CommitteesExecutive / Finance (Chair) / GovernanceOther Public Directorships●Broadridge Financial Solutions, Inc.●Enbridge Inc.●Hewlett-Packard Enterprise Company
James M. FooteManagement Director Nominee / President and Chief Executive OfficerAge66Director since2017Biographical InformationJames M. Foote, a senior executive with over 40 years of railroad industry experience in finance, operations and sales and marketing, was named President and Chief Executive Officer and a director of CSX in December 2017. Mr. Foote joined CSX as Executive Vice President and Chief Operating Officer in October 2017. Prior to joining CSX, Mr. Foote was President and Chief Executive Officer of Bright Rail Energy,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 federallevels.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 DirectorshipsnCoreCivic, Inc.nPark National Corporation
Thomas P. Bostick, 66Independent Director NomineeDirector since 2020CSX CommitteesFinance/Governance and SustainabilityCareer HighlightsnChief Executive Officer of Bostick Global Strategies, LLC, a technologyboutique management consulting firm that specializes in areas such as government contracting, engineering, human resources, biotechnology, executive coaching, organizational operations and transformation and project management, since 2016.nServed as Chief Operating Officer and President ofIntrexon Bioengineering, a division of Intrexon Corporation, 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 ExperienceLt. Gen. (ret.) Bostick was deployed during Operation Iraqi Freedom as second in command of the 1st Calvary Division and later commanded the U.S. Army Corps of Engineers Gulf Region Division with over $18 billion in construction. Heserves 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 formed in 2012focused on environmental challenges, and on the board of HireVue, which uses artificial intelligence and data analytics to design, developtransform the way organizations discover, engage and sell products that allow railroads to switch locomotives to natural gas power. Before heading Bright Rail, Mr. Foote was Executive Vice President, Sales and Marketing with Canadian National Railway Company. Mr. Foote joined Canadian National in 1995 as Vice President – Investor Relations to assisthire the company’s privatization. He also served as Vice President Sales and Marketing – Merchandise at Canadian National.best talent. Mr. Foote has expertisenBusiness Operations Served as Chief Operating Officer and President of Intrexon Bioengineering, now known as Precigen, during an organizational transformation. 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 railroad operations, includingcommanding roles with the scheduled railroading operating model,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 saleswork at Bostick Global Strategies, LLC.nSustainability Relevant experience through his leadership and marketing. He also providesproject management oversight at the Board with significant knowledgeU.S. Army Corps of Engineers and understandingseveral companies focused on sustainability and leadership of thean ESG subcommittee at Perma-Fix Environmental Services, Inc.Other Current Public Company and its business.DirectorshipsnPerma-Fix Environmental Services, Inc.CSX CommitteesExecutive (Chair)Other Public Directorships●None20 10 CSX Corporation 2020 Proxy Statement
Steven T. HalversonIndependent Director NomineeAge65Director since2006
Biographical InformationSteven T. Halverson, is the68Independent Director NomineeDirector since 2006CSX CommitteesAudit/Compensation and Talent Management (Chair)/ExecutiveCareer HighlightsnServed as Chairman from 1999 to 2021, and formerPresident and Chief Executive Officer from 1999 to 2018, of The Haskell Company, one of the largest designdesign-build and engineering and construction firms in the United States. Prior to joining The Haskell Company in 1999, Mr. Halverson servedU.S.nServed as a Senior Vice President of M.A. Mortenson, a national construction firm. Mr. Halverson alsonCurrently serves as a director forof GuideWell Mutual Insurance Holdings,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, and is pastfor which Mr. Halverson also currently serves as a director.Other Leadership ExperienceMr. 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 the Construction Industry Roundtable and the Jacksonville CivicCouncil. From 2008 until its sale to McKesson CorporationHe is a certified fellow of the National Association of Corporate Directors and received certification in 2013, Mr. Halverson servedESG Governance from Berkley Law School.Key Skills and QualificationsnBusiness 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 board of directors of PSS World Medical.Skills and QualificationsMr. Halverson’s expertise in thenational construction industry allows him to provide unique insight and, perspective onaccordingly, the U.S. economyeconomy.nCorporate Governance Led as Chairman of The Haskell Company and certain CSX markets. In addition,the chair of various professional, business and civic organizations.nGovernment/Regulated Industries Served on multiple civic councils, through which he helped advise on and advocate for 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.roles with key organizations in Florida, Mr. Halverson provides broad leadership capabilities to the Board.CSX CommitteesAudit / Compensation and Talent Management (Chair) / ExecutiveOther Current Public Company Directorships●nNone
Paul C. Hilal, 56Independent Director Nominee / Vice ChairmanChair of the BoardAge53Director since2017Biographical InformationPaul C. Hilal foundedCSX CommitteesExecutive/Finance/Governance and controls MR Argent Advisor LLCSustainabilityCareer HighlightsnFounder and its affiliated funds (“Mantle Ridge”), and eachChief Executive Officer of its related entities.Prior to founding Mantle Ridge Mr. Hilal wasLP, an investment fund formed in 2016.nServed as a partner and senior investment professional at Pershing Square Capital Management where he worked from 2006 to 2016. From 2012 to 2016, Mr. Hilal servednServed as a director of Canadian Pacific Railway Limited from 2012 to 2016, where he was the chair of the Management Resources and Compensation Committee and a member of the Finance Committee.Other Leadership ExperienceMr. Hilal currently serves on the Board of Overseers of Columbia Business School and previously served until 2016 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.Mr. Hilal draws onnCorporate Governance Serves as Vice Chairman of Aramark. Has also served in board leadership positions atother public companies, including as Chairman of WorldTalkCommunications.nFinance/Capital Allocation Extensive experience with leading capital management organizations, including control of his experienceown capital management firm. Proven expertise as a value investor, as a capital allocator and as an engaged director driving shareholder value. Additionally,nHuman Capital Management Relevant talent management experience through his railroadrole as a Chief Executive Officer, in senior management positions and as a director.nTransportation Industry/Supply Chain Management Railroad industry experience and perspective Mr. Hilal provides the Board valuable insight regarding the financial aspectsthrough his service as a director of CSX’s business.Canadian Pacific Railway Limited.Other Current Public Company DirectorshipsnAramarknDollar TreeCSX CommitteesExecutive / FinanceOther Public Directorships●Aramark Corporation21 2023 Proxy Statement WWW.CSX.COM 11
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Joseph R. Hinrichs, 56 Management Director Nominee / President and Chief Executive Officer Director since 2022 | |||||||||||
CSX Committees Executive (Chair) 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
nCurrently serves as: Chairman of the board of directors of 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 | Ascend Wellness Holdings. Key Skills and Qualifications nHuman Capital Management Proven track record during his nTransportation Industry/Supply Chain Management Extensive automotive industry 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 | ||||||||||
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David M. Moffett, Independent Director Nominee Director since 2015 | |||||||||||
CSX Committees Audit (Chair)/Executive/Finance Career Highlights nServed as nServed as a Senior Advisor with nServed as 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 Other Leadership Experience Mr. Moffett serves as a trustee on the
| Key Skills and Qualifications nFinance/Capital Allocation Served for many years 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 chair of the audit committee of PayPal.Other Current Public Company Directorships | |||||||||||
12 CSX Corporation 2020 Proxy Statement
ITEM 1: Election of Directors | Criteria for Board Membership
 | 22 | |||||||
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 | Linda H. Riefler, Independent Director Nominee Director since 2017 | ||||||||||
CSX Committees Compensation and Talent Management/Executive/Governance and Sustainability (Chair) Career Highlights nServed as nServed as nServed on both the Management 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, whichis committed to literacy in global rural underservedcommunities. | Key Skills and Qualifications nFinance/Capital Allocation In-depth knowledge of company valuation and the global capital markets through her decades of service at Morgan nHuman Capital Management Expertise in talent management through her role as Chief Talent Officer at Morgan Stanley. Commitment to nSustainability Extensive experience through 15 years’ of service on the solutions.Other Current Public Company Directorships | ||||||||||
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Suzanne M. Vautrinot, Independent Director Nominee Director since 2019 | |||||||||||
CSX Committees Audit/Governance and Sustainability Career Highlights nPresident of Kilovolt Consulting, Inc., a
nRetired from the nServed as Commander of the USAF’s Cyber Command nServed as Deputy Commander for Joint Forces Component Command Network and Warfare. nServed as the USAF Director of Plans and Policy, U.S. Cyber Command, Deputy Commander, Network Warfare, U.S. Strategic Command and Commander, USAF Recruiting Service. 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 atParsons Corporation and 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. Key Skills and Qualifications nBusiness Operations During her 31-year career in leadership and commanding roles at the USAF, oversaw a multibillion-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 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 |
Other Current Public Company Directorships | ||||||||||
WWW.CSX.COM 13
ITEM 1: Election of Directors | Criteria for Board Membership
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| 23 | 2023 Proxy Statement | |||||||
 | James L. Wainscott, 65 Independent Director Nominee Director since | ||||||||||
CSX Committees Compensation and Talent Management/Finance 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 Corp. | ||||||||||
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 | J. Steven Whisler, Independent Director Nominee Director since 2011 | ||||||||||
CSX Committees Audit/Executive/Finance (Chair) Career Highlights nServed as Chairman and Chief Executive Officer of Phelps Dodge Corporation, a mining and manufacturing company, nServed in nServed as director of International Paper Company, a leading producer of fiber-based packaging and pulp, from 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 Other Leadership Experience During his tenure | 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 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 nSustainability Proven commitment through leadership of the “Quest for Zero” program at Phelps Dodge Corporation. Other Current Public Company Directorships nBrunswick Corporation | ||||||||||
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  | John J. Zillmer, 67 Independent Director Nominee / Director since2017 | |||||||||||
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CSX Committees Compensation and Talent Management/Executive/Governance and Sustainability Career Highlights nCurrently serves as Chief Executive Officer of Aramark, nServed as nServed as Chairman and Chief Executive Officer of Allied Waste Industries, 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 | Other Leadership Experience Mr. Zillmer served as a director of Liberty Capital Partners, a private equity and venture capital firm specializing in | Key Skills and Qualifications nCorporate Governance Substantial relevant experience in nHuman Capital Management Proven expertise as a leader of large workforces, and deep experience with labor relations, 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 | ||||||||||
| 25 | 2023 Proxy Statement | |||||||
Corporate Governance John J. Zillmer Remains the Best Choice for Chair of the Board Our Board recognizes that certain proxy advisors and shareholders have raised questions about the public company commitments of our Board Chair, John J. Zillmer, who is also the Chief Executive Officer of Aramark and serves on a total of three public company boards—specifically, those of Aramark, Ecolab Inc. and CSX. Our Board also recognizes that director commitments continue to be a concern for certain shareholders. We remain committed to closely monitoring and being transparent on this issue, and we hope that this extensive, refreshed disclosure—based in part on our shareholders’ feedback—reflects this commitment. After thorough consideration and assessment of Mr. Zillmer’s ongoing performance in leading the Board, including through confidential annual Board evaluations submitted by each director and the prior engagement of a third-party facilitator, the Board again unanimously recommends the re-election of Mr. Zillmer at the Annual Meeting and his continuation in the role of Board Chair. Mr. Zillmer has been highly engaged since joining the Board in March 2017, and has attended 100% of the Board meetings and 98% of the committee meetings since becoming Board Chair in January 2019. Mr. Zillmer is a fully active participant in the Board’s meetings and deliberations, is readily available for consultation with the other independent directors—he is recognized as a leader among the Board for his responsiveness in between meetings—and serves an important role in the strong, independent oversight of management. The results of our 2022 annual Board evaluation process reflect Board agreement that Mr. Zillmer is an effective leader for the Board, with several comments specifically commending his leadership on our recent CEO transition. During his tenure as our Board Chair, approximately 10 months into which he was appointed CEO and a director of Aramark and the whole time of which he simultaneously served as a director of Ecolab (a position which he has held since 2006), Mr. Zillmer has successfully led the Company, the Board and management through a business transformation—consisting of both an operational transformation in the adaptation of scheduled railroading and a growth transformation—the COVID-19 pandemic, the rollout of new, company-wide cultural initiatives, labor negotiations and the tragic passing of one of our highly valued and influential executives, all while maintaining his role as a dependable and stabilizing force for |
14 CSX, Corporation 2020 Proxy Statement
emergency. All members of the Board were in attendance at the Company’s 2022 Annual Meeting. CEO; as defined below. 2022. Even if the selection is ratified, the Audit Committee in its discretion may appoint a different Independent Registered Public Accounting Firm at any time during the fiscal year if it is determined that such a change would be in the best interest of CSX and its shareholders. All engagements expected to cost $250,000 or more require pre-approval of the full Audit Committee. In addition, it is Company policy that tax and other non-audit services should not equal or exceed base audit fees plus fees for audit-related services. In Committee: him. Donna M. Linda H. James L. Discussion and Analysis the NEO’s experience; 2022 to report. Compensation Risk Evaluation and Mitigation Program Operating Ratio Safety range from 0% to 50% as shown, where applicable, in the table below. goals were adjusted as follows: threshold of 62.4%; target of 60.8%; and maximum of 59.4%. ” cycle. As such, Mr. Foote will remain eligible to receive the full value of his performance units in connection with his retirement. Mr. Hinrichs will only receive the full vesting of his performance units in connection with retirement if he retires after reaching age 60 with five years of service. Non-qualified Stock Options. Non-qualified stock options vest ratably over three years and require stock price appreciation to provide any value to the NEOs. As a result, they reinforce leadership’s focus on the importance of value creation for shareholders. Non-qualified stock options generally provide participants with the right to buy CSX stock at As such, Mr. Foote received the full value of his award in connection with his retirement. Mr. Hinrichs will only receive the full vesting of his award in connection with retirement if he retires after reaching age 60 with five years of service. 2022. Executive Vice President until January 2022. The LTIP targets for the Analysis to encourage investments in profitable growth projects. Improvement in CCE has historically had a strong relationship to stock price appreciation. As shown below, CCE is calculated as gross cash earnings minus the capital charge on gross operating assets, and CCE performance is measured as an improvement versus the prior year’s actual CCE. A CCE payout percentage is calculated for each fiscal year during the LTIP cycle, with the final payout percentage determined using an average of the three annual payout percentages. This measure was incorporated to drive earnings growth, and to better align compensation to the ONE CSX strategy and to the value created for our shareholders and other stakeholders. group, as approved by the Committee at the time of grant. The Company is prepared to revise its compensation clawback provisions as necessary to comply with rules adopted by NASDAQ as mandated by the Dodd-Frank Act. Mr. Foote are described under “Post-Employment Compensation for Former CEO James M. Foote” on page 85 of this Proxy Statement. at 31, 2022, and thus was not eligible for severance benefits under his employment agreement with the Company. Notwithstanding the foregoing, if an NEO is entitled to severance benefits under further in under the “Post-Employment Compensation” table. described below, any NEO and CSX non-union employee hired on or after January 1, 2020 receives an additional employer contribution of 3% of base salary plus 3% of their actual short-term incentive plan payout. These contributions are made regardless of participation in the CSXtra Plan and vest upon the earlier of the completion of three years of service or attainment of age 65. The hypothetical account earns interest credits on a monthly basis based on the annual 10-year U.S. Treasury bond rate and the participant’s account balance as of the end of the prior month. The average annual interest crediting rate used for In addition, any NEOs hired on or after January 1, 2020 are eligible to receive an additional contribution of 3% of base salary and short-term incentive pay that exceeds the compensation limit under the Code. These contributions are made regardless of participation in the EDCP and vest upon the earlier of the completion of three years of service or attainment of age 65. In accordance with a participant’s individual elections, deferred EDCP participants may elect to receive payment of their deferred amounts, including earnings, upon separation from service or upon the attainment of a specified years, prior to 2021). Additionally, pursuant to Company policy, Mr. Hinrichs, as CEO, and Mr. Foote, as former CEO, Year-End $ $40,000 for each NEO. Following a Change of Control Following a Change of Control Change-of-Control Benefits deemed earned at target levels and cancelled in exchange for a cash payment equal to the fair market value of a share multiplied by the shares subject to the awards at target levels; No Tax Gross-Ups for Excess Parachute Payments No amounts are reduced in any of the tables to give effect to any such reduction. (Other than in connection with a Change of Control) 24, 2023ITEM 1: ElectionDirector IndependenceOur Board of Directors | Director IndependenceThe Board annually evaluates the independence of each of its directorsmembers and, acting through its Governance and Sustainability Committee, the performance of each of its directors.members. In evaluating the independence of each of its directors,members, the Board considers the NASDAQ Global Select Market (“NASDAQ”) listing standards and reviews transactions or relationships, if any, between each director, director nominee or his or her immediate family and the Company or its subsidiaries. The purpose of this review is to determine whether any such relationshipstransactions or transactionsrelationships would interfere with the exercise of independent judgment by the director or director nominee in carrying out his or her responsibilities as a director, and thus be inconsistent with a determination that the director or director nominee is independent. The Board also considers the independence of its committee members under applicable tax and securities laws.In February 2020,2023, after considering applicable NASDAQ listing standards, the Board, upon recommendation from the Governance and Sustainability Committee, determined that the following director nominees are independent under the relevant NASDAQ listing standards: Donna M. Alvarado, Pamela L. Carter,Alvarado; Thomas P. Bostick; Steven T. Halverson, John D. McPherson,Halverson; Paul C. Hilal; David M. Moffett,Moffett; Linda H. Riefler,Riefler; Suzanne M. Vautrinot,Vautrinot; James L. Wainscott; J. Steven WhislerWhisler; and John J. Zillmer. Paul C. Hilal joined26 Corporate GovernanceBoard Key Skills and ExperiencesIn determining the qualifications of a director nominee, our Board of Directors and the Governance and Sustainability Committee consider the following to be key skills and areas of experience that are important to be represented on the Board as a whole:
27 2023 Proxy Statement Corporate Governance
28 Corporate GovernanceBoard Composition and DiversityOur 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 2017,addition to skills and wasexperiences—necessary for a balanced and effective Board. As discussed above in the “Criteria for Board Membership” section on page 19, many factors are taken into account when evaluating director nominees, as the Board and Governance and Sustainability Committee hold a broad view of diversity. However, gender and racial/ethnic diversity in particular have also been, and will continue to be, a priority in terms of Board representation and composition, and thus our director nomination and retention processes.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 refreshment efforts, in achieving a good tenure mix across its members—which 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 in real time what is working for the business, what needs to be improved and what it takes to achieve our vision and purpose.The charts below show the demographic diversity of our director nominees. Overall, our nominees are 36% gender and/or racially/ethnically diverse. Also, as reflected in the matrix below, in response to stakeholder feedback and to demonstrate our ongoing commitment to transparency, we are reporting the self-identified race/ethnicity and gender composition of our individual Board members for the first time in this Proxy Statement—as opposed to as summary information as previously disclosed.To make clear its commitment to diversity, the Board recently amended the CSX Corporate Governance Guidelines to formalize its practice of having the Governance and Sustainability Committee instruct any third-party search firm to use its best efforts to include qualified candidates who reflect diverse backgrounds, including, but not deemedlimited to, diversity of race, ethnicity, national origin and gender. Our Board will monitor the effectiveness of its practice to ensure qualified candidates who reflect diverse backgrounds are identified in new director search efforts. Additionally, through the Board’s annual self-evaluation process, directors regularly discuss and evaluate Board composition with a focus on diversity.Independence Tenure Diversity 
TOTAL NUMBER OF DIRECTORS - 11
(as of March 24, 2023)
SELF-IDENTIFIED RACE/ETHNICITY Hispanic or Latinx 
White Two or More Races or Ethnicities SELF-IDENTIFIED GENDER Female Male 29 2023 Proxy Statement Corporate GovernanceBoard Leadership and Committee StructureOur Board of Directors believes that—based on the Company’s current circumstances and having taken into account feedback from our shareholders—the positions of Board Chair and CEO should be separate, with the Board Chair role being filled by an independent directordirector. The Board recognizes that circumstances do change and will periodically review this structure.Additionally, our Board leadership is currently structured such that the Chair of the Board is assisted by a Vice Chair. The division of duties between these two positions is outlined below.The duties of the Board Chair include:ncalling special meetings of the Board;npresiding at all meetings of the Board and shareholders;napproving the agenda, schedule and meeting materials for meetings of the Board in consultation with the Vice Chair of the Board;nguiding Board discussions and facilitating discussions between the Board and the Company’s management;ninteracting with the Company’s analysts, investors, employees and other key constituencies; andnkeeping the Vice Chair informed, and consulting with the Vice Chair as to material developments regarding CSX.The duties of the Vice Chair include:nproviding input on the agenda, schedules and meeting materials for meetings of the Board;nassisting in guiding Board discussions and facilitating communication between the Board and the Company’s management;ninteracting with the Company’s analysts, investors, employees and other key constituencies;nperforming the duties of Board Chair in the absence or at the request of the Board Chair; andnkeeping the Board Chair informed, and consulting with the Board Chair, as to material internal and external discussions the Vice Chair has and material developments the Vice Chair learns about the Company and the Board.The Board has five standing committees: the Audit Committee; the Compensation and Talent Management Committee; the Executive Committee; the Finance Committee; and the Governance and Sustainability 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 at http://investors.csx.com under the heading “Environmental, Social and Governance.”Audit Committee Meetings in 2022:9Independent Members:5/5Committee Members David M. Moffett (Chair)
Donna M. Alvarado
Steven T. HalversonSuzanne M. Vautrinot
J. Steven Whisler
The primary functions of the Audit Committee include oversight of: (i) the integrity of the Company’s financial statements and accounting methodology; (ii) the Company’s compliance with legal and regulatory requirements; (iii) the Independent Registered Public Accounting Firm’s qualifications, independence and performance; (iv) the Company’s risk management processes; and (v) the Company’s internal audit function.The Audit Committee recommends the appointment of the Independent Registered Public Accounting Firm and the Board approves the selection. This appointment is then submitted to shareholders for ratification. The Audit Committee also approves compensation of the Company’s Independent Registered Public Accounting Firm, reviews the scope and methodology of the proposed audits, reviews the Company’s financial statements and monitors the Company’s internal control over financial reporting. The Audit Committee is responsible for the approval of all services performed by the Independent Registered Public Accounting Firm. The Audit Committee maintains procedures for the receipt and treatment of complaints regarding the Company’s accounting, internal accounting controls or auditing matters. As part of its risk management responsibilities, the Audit Committee oversees cybersecurity risks.30 Corporate GovernanceThe Audit Committee has five members, each of whom the Board, upon recommendation of the Governance and Sustainability Committee, has determined to be independent pursuant to the applicable independence standards promulgated by NASDAQ and the U.S. Securities and Exchange Commission (the “SEC”).The Board has determined that all members of the Audit Committee are financially literate, and Messrs. Moffett and Whisler have been designated as audit committee financial experts, as that term is defined by SEC rules and regulations. Please refer to the Report of the Audit Committee beginning on page 43 of this Proxy Statement for additional information.Compensation and Talent Management Committee Meetings in 2022: 6Independent Members:5/5Committee Members Steven T. Halverson (Chair)
Donna M. Alvarado
Linda H. RieflerJames L. Wainscott
John J. Zillmer
The primary functions of the Compensation and Talent Management Committee are to: (i) establish the Company’s philosophy with respect to executive compensation and benefits; (ii) review the Company’s compensation practices and policies, benefit plans and perquisites applicable to all employees and executives to ensure consistency with the Company’s compensation philosophy; (iii) monitor the Company’s benefit plans, practices, programs and policies maintained for employees and directors for compliance with all applicable laws; (iv) in consultation with the Board, review and approve corporate goals and objectives relevant to compensation and benefits for the CEO, evaluate the CEO’s performance in light of those goals and objectives and, as directed by the Board, set the level of compensation of the CEO based on such evaluation; and (v) review the CD&A section of this Proxy Statement and, as appropriate, recommend to the Board for approval the inclusion of the CD&A section in the Proxy Statement and the incorporation by reference of the CD&A section in the Company’s Annual Report on Form 10-K.The Compensation and Talent Management Committee is responsible for the oversight of human capital management, including review of the Company’s leadership development, performance management and talent acquisition program, and has oversight responsibilities with respect to the Company’s plans and processes for promoting diversity, pay equity and inclusion.The Compensation and Talent Management Committee has also retained the services of an independent compensation consultant to advise on executive compensation matters. The role of the compensation consultant is described in the CD&A section of this Proxy Statement.The Compensation and Talent Management Committee has five members, each of whom qualifies as: (i) a result“non-employee director” within the meaning of a reimbursement payment from CSXRule 16b-3 of Securities and Exchange Act of 1934; and (ii) independent pursuant to MR Argent Advisor LLCthe applicable independence standards promulgated by NASDAQ.Finance
CommitteeMeetings in 2022: 5Independent Members: 5/5Committee Members J. Steven Whisler (Chair)
Thomas P. Bostick
Paul C. HilalDavid M. Moffett
James L. Wainscott
The primary functions of the Finance Committee include: (i) providing general oversight with respect to the Company’s capital structure, cash flows and key financial ratios; (ii) reviewing and monitoring corporate debt and cash flow; (iii) recommending policies and practices related to dividends and share repurchase programs; (iv) authorizing the issuance of debt or other securities or other forms of financing; and (v) reviewing the assets and liabilities maintained by the Company and its affiliated funds (“Mantle Ridge”), which Mr. Hilal foundedaffiliates in conjunction with employee benefit plans, including monitoring the funding and controls. The reimbursement arrangement was approved by shareholders on June 5, 2017,investment policies and was partperformances of the transaction through which Mantle Ridge brought E. Hunter Harrison to CSX as President and Chief Executive Officer. Under NASDAQ listing standards, there is a three-year look back before Mr. Hilal would be able to be considered independent. Althoughassets.The Finance Committee has five members, each of whom the Board did not affirmatively determine Mr. Hilalhas determined to be independent under the applicable NASDAQ listing standards,rules.31 2023 Proxy Statement Corporate GovernanceGovernance and Sustainability Committee Meetings in 2022:5Independent Members:5/5Committee Members Linda H. Riefler (Chair)
Thomas P. Bostick
Paul C. HilalSuzanne M. Vautrinot
John J. Zillmer
The primary responsibilities of the Governance and Sustainability Committee include: (i) identifying individuals qualified to become Board members, consistent with criteria approved by the Board, and recommending candidates for election to the Board and its committees; (ii) evaluating the performance and effectiveness of the Board; (iii) recommending changes in Board size, composition and committee structure; and (iv) overseeing the CEO and senior management succession planning process.The Governance and Sustainability Committee is not awarealso responsible for reviewing the Company’s sustainability policies, strategies and programs, including around climate-related issues such as carbon emissions reduction initiatives and climate action targets, and sustainability performance and reporting, including an annual review of the Company’s ESG Report. In addition, the Governance and Sustainability Committee is responsible for oversight of the Company’s political giving policy and community affairs activities, including the corporate philanthropy policy.The Governance and Sustainability Committee has five members, each of whom the Board has determined to be independent under the applicable NASDAQ rules.Executive Committee Meetings in 2022:0Independent Members:6/7Committee Members Joseph R. Hinrichs (Chair)
Steven T. Halverson
Paul C. Hilal
David M. MoffettLinda H. Riefler
J. Steven Whisler John J. Zillmer
The Executive Committee meets for the purpose of acting on behalf of the full Board between regularly scheduled meetings of the Board when time is of the essence. The Executive Committee has and may exercise all the authority of the Board, except as may be prohibited by Section 13.1-689 of the Virginia Stock Corporation Act, as it may from time to time be amended. Pursuant to the Executive Committee charter, a notice of a meeting of the Executive Committee is required to be provided to all Board members. The Executive Committee has seven members, consisting of the CEO, Chair of the Board, Vice Chair of the Board and the Chairs of each of the four other standing committees.Compensation Committee Interlocks and Insider ParticipationNo member of the Compensation and Talent Management Committee is, or in 2022 was, an officer or former officer or employee of the Company. In addition, no executive officer of the Company served on the board of directors of any facts,entity whose executive officers included a director of the Company.Meetings of the Board and Executive SessionsDuring 2022, there were seven meetings of the Board of Directors. Each director then-serving attended at this time, that would preventleast 94% of the aggregate of Board meetings and meetings of committees on which he or she served. 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 affirmative independence determination after June 2020.32 Corporate GovernancePrinciples of Corporate GovernanceTheOur Board of Directors is committed to sound and effective corporate governance principles and practices that facilitate the fulfillment of its fiduciary duties to the Company and itsour shareholders. The Board has adopted Corporate Governance Guidelines that reflect the high standards that employees,customers, suppliers, investors, customers, suppliersemployees and others should expect. Key corporate governance principles observed by the Board and the Company include:include, but are not limited to:●nseparation of the roles of ChairmanBoard Chair and Chief Executive Officer;●nannual nomination of a slate of directors for election to the Board, a substantial majority and the Chair of which are independent, as that term is defined in the applicable NASDAQ listing standards;●nestablishment of qualification guidelines for director candidates and review of each director’s performance and continuing qualifications for Board membership;●nthe requirement that the Audit Committee, Compensation and Talent Management Committee and Governance and Sustainability Committee be comprised solely of independent directors;●nauthority for the Governance,Audit, Compensation and Talent Management and AuditGovernance and Sustainability Committees to retain outside, independent advisors and consultants when appropriate;●nadoption of a Code of Ethics, which meets applicable rules and regulations and covers all directors, officers and employees of CSX;●nadoption of a Policy Regarding Shareholder Rights Plans, establishing parameters around the adoption of any future shareholder rights plan, including the expiration of any such plan within one year of adoption if the plan does not receive shareholder approval or ratification;●adoption of a Policy Regarding Shareholder Approval of Severance Agreements, requiring shareholder approval of certain future severance agreements with senior executives that provide benefits in an amount exceeding a threshold set forth in the policy;●nstock ownership guidelines for directors and officers;na majority voting standard with a director resignation policy in an uncontested election; and●nadoption of a proxy access bylaw.bylaw with market terms.CSX’s Corporate Governance Guidelines and Code of Ethics are available on the Company’s website athttp://investors.csx.comunder the heading “Environmental, Social and Governance.” Shareholders may also request a free copy of any of these documents by writing to CSX Corporation, Office of the Corporate Secretary, 500 Water Street, C160, Jacksonville, Florida 32202. AnyThe Company intends to disclose any waivers of or changesamendments to the Code of Ethics that apply to our directors or executive officers will be disclosed on CSX’s website athttp://www.csx.com. within the time period required by the SEC. There were no waivers to the Code of Ethics in 2019.WWW.CSX.COM 15
2022.ITEM 1: Election of Directors | Shareholder Outreach and EngagementShareholder Outreach and EngagementWe believe that on-going shareholder engagement is a key component of effective corporate governance that allows the Company to better understand evolving trends and enable strategic decision-making to deliver shareholder value. We conduct shareholder outreach throughout the year to ensure that management and the Board understand and consider our shareholders’ views on important issues.Senior leaders and subject matter experts from the Company meet routinely with representatives from many of our institutional shareholders and periodically with proxy advisory firms to discuss CSX’s business strategy, corporate governance practices, executive compensation, and environmental, social and governance matters. Members of the Board participate in these meetings from time to time.In addition to this shareholder outreach, CSX also engages with shareholders and other interested parties through its participation in industry and investment community conferences, investor road shows, and analyst meetings. In addition, we continue to successfully engage with individual shareholders to advance issues that are in the best interests of our broad and diverse shareholder base.Shareholders who wish to communicate with the Board, or with a particular director, may forward appropriate correspondence to CSX Corporation, Office of the Corporate Secretary, 500 Water Street, C160, Jacksonville, Florida 32202. Pursuant to procedures established by the non-management directors of the Board, the Office of the Corporate Secretary will forward appropriate correspondence to the Board or a particular director. Appropriate correspondence generally includes any legitimate, non-harassing inquiries or statements. Interested parties who wish to communicate with the Chairman of the Board or non-employee directors may forward correspondence to CSX Corporation, the Chairman of the Board, CSX Board of Directors, 500 Water Street, C160, Jacksonville, Florida 32202.Board of Directors’ Role in Risk OversightPursuant to its charter, the Audit Committee of the Board has primary responsibility for risk oversight. In addition to regular risk presentations to the Audit Committee, management periodically reports to the Board and its other committees on current risks and the Company’s approach to avoiding and mitigating risk exposure.The Company’s Business Risk Management (“BRM”) program includes activities related to the identification, assessment, mitigation and monitoring of risks. The CSX risk universe is divided into the following broad risk categories:Compliance— Risks directly impacting CSX’s ability to meet or comply with state, federal or local rules and regulations (e.g., environmental laws and regulations);Strategic— Risks (and opportunities) directly impacting CSX’s ability to achieve or exceed its stated longer term strategic objectives (e.g., market demand shifts); andExternal— Risks arising from events outside CSX and beyond the Company’s direct influence or control (e.g., economic downturn, cyber and other security risks).The objective of the BRM program is to facilitate timely identification and review of new and existing risks along with overseeing the development and execution of mitigation plans. A well-established risk management structure is leveraged to govern the program. Risks are prioritized based on their potential impacts on the Company. On an ongoing basis, risks are evaluated to track the status of key mitigation activities along with the trends of key indicators. Ultimately, the BRM program provides an opportunity for business and functional leadership to collaborate on the key Company risks and identify needed mitigation steps to help advance the Company’s objectives.Board of Directors’ Role in Succession PlanningThe Board is responsible for succession planning for the Board, as well as senior management, including the CEO. In addition to succession planning efforts by the Board and the Governance Committee throughout the year, the full Board engages in a comprehensive management succession planning exercise on an annual basis where it analyzes potential succession candidates across all senior management positions. Although the Board focuses on the senior executive team and CEO succession, directors16 CSX Corporation 2020 Proxy StatementITEM 1: Election of Directors | Transactions with Related Persons and Other Mattersalso discuss the pipeline for other key roles in the Company. As part of this exercise, the Board reviews skills, competencies and readiness levels of succession candidates and recommends development plans to ensure that management succession candidates are adequately prepared for planned and unexpected transitions.During 2022, there were no Related Person Transactions, with Related Persons and Other MattersCSX 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 oversight, review and oversightapproval or ratification of all transactions with related persons. CSX has not adopted written procedures for reviewing, Relatedapproving or ratifying “Related Person Transactions,Transactions”, as such transactions are identified in Item 404 of Regulation S-K, but generally follows the procedures described 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).A “Related Person” 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”(the “Questionnaire”), each director, director nominee and executive officer submits to the Company’s 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.33 2023 Proxy Statement Corporate GovernanceThe Audit Committee will evaluate Related Person Transactions based on:●information provided to the Board during the required annual affirmation of independence;●applicable responses to the Questionnaires and Surveys submitted to the Company; and●any other applicable information provided by any director or executive officer of the Company, or obtained through internal database queries.ninformation provided to the Board during the required annual affirmation of independence;napplicable responses to the Questionnaires submitted to the Company; andnany other applicable information provided by any director or executive officer of the Company, or obtained through internal database queries.In connection with the review, approval or ratification 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 applicable NASDAQ listing standards.Share Repurchase.On October 17, 2019, concurrently with the sale by Mantle RidgeAnnual Evaluation of approximately 18.8 million shares of the Company’s stock to a major financial institutionBoard PerformanceAs is reflected in an unregistered block trade, the Company repurchased approximately 4.7 million shares of its common stock from Mantle Ridge at the same purchase price per share as was paid by the financial institution for aggregate cash consideration of approximately $319 million pursuant to a Stock Purchase Agreement between the Company and Mantle Ridge. A member of CSX’s Board of Directors, Paul C. Hilal, founded and controls Mantle Ridge and each of its related entities.WWW.CSX.COM 17ITEM 1: Election of Directors | Compensation Committee Interlocks and Insider ParticipationCompensation Committee Interlocks and Insider ParticipationNo 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 servedour policy on the board of directors of any entity whose executive officers included a director of the Company.Board Leadership and Committee StructureThe 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. The duties of the Chairman include: (i) calling special meetings of the Board; (ii) presiding at all meetingsevaluation of the Board and shareholders; (iii) determiningBoard committees in the agenda, schedule and meeting materials for meetings ofCSX Corporate Governance Guidelines, 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; (v) interacting with the Company’s analysts, investors, employees and other key constituencies; 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.The Chairman is assisted by a Vice Chairman. The duties of the Vice Chairman include: (i) providing input on the agenda, schedules and meeting materials for meetings of the Board; (ii) assisting in guiding Board discussions and facilitating communication between the Board and the Company’s management; (iii) interacting with the Company’s analysts, investors, employees and other key constituencies; (iv) performing the duties of Chairman in the absence or at the request of the Chairman; 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 Board has five standing committees: the Audit Committee, the Compensation and Talent Management Committee, the Executive Committee, the Finance Committee, and the Governance 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 “Environmental, Social and Governance.” As of the Record Date, the composition of the committees of the Board was as follows:DirectorAuditCompensationExecutiveFinanceGovernanceDonna M. Alvarado●●Pamela L. Carter●●●James M. Foote●Steven T. Halverson●●●Paul C. Hilal●●John D. McPherson●●David M. Moffett●●●Linda H. Riefler●●Suzanne M. Vautrinot●●J. Steven Whisler●●John J. Zillmer●●●●Chair●Member18 CSX Corporation 2020 Proxy StatementITEM 1: Election of Directors | Board Leadership believes that an annual review of its performance, as a whole and Committee StructureExecutive Committee0 Meetings in 2019The Executive Committee meets for the purpose of acting on behalf of the full Board between regularly scheduled meetings of the Board when timeas individual directors, is of the essence. The Executive Committee has and may exercise all the authority of the Board, except as may be prohibited by Section 13.1-689 of the Virginia Stock Corporation Act, as it may from time to time be amended. Pursuant to the Executive Committee charter, a notice of a meeting of the Executive Committee is required to be provided to all Board members. The Executive Committee has six members, consisting of the CEO, Chairman of the Board, Vice Chairman and the chairs of each of the four other standing committees.Committee Members
James M. Foote(Chair)Pamela L. CarterSteven T. HalversonPaul C. HilalDavid M. MoffettJohn J. ZillmerIndependent Members
Audit Committee9 Meetings in 2019The primary functions of the Audit Committee include oversight of: (i) the integrity of the Company’s financial statements and accounting methodology; (ii) the Company’s compliance with legal and regulatory requirements; (iii) the Independent Registered Public Accounting Firm’s qualifications and independence; (iv) the Company’s risk management processes; (v) the performance of the Independent Registered Public Accounting Firm; and (vi) the Company’s internal audit function.The Audit Committee recommends the appointment of the Independent Registered Public Accounting Firm and the Board approves the selection. This appointment is then submitted to shareholders for ratification. The Audit Committee also approves compensation of the Company’s Independent Registered Public Accounting Firm, reviews the scope and methodology of the Independent Registered Public Accounting Firm’s proposed audits, reviews the Company’s financial statements and monitors the Company’s internal control over financial reporting by, among other things, discussing certain aspects thereof with the Independent Registered Public Accounting Firm and management. The Audit Committee is responsible for the approval of all services performed by the Independent Registered Public Accounting Firm. Finally, the Committee maintains procedures for the receipt and treatment of complaints regarding the Company’s accounting, internal accounting controls or auditing matters. As part of its risk management responsibilities, the Committee oversees cybersecurity risks.The Audit Committee has five members, each of whom the Board, upon recommendation of the Governance Committee, has determined to be independent pursuant to the independence standards promulgated by NASDAQ and the Securities and Exchange Commission (“SEC”).The Board has determined that all members of the Audit Committee are financially literate and Messrs. Moffett and Whisler are audit committee financial experts, as that term is defined by SEC rules and regulations. Please refer to the Report of the Audit Committee below for additional information.Committee Members
David M. Moffett(Chair)Donna M. AlvaradoSteven T. HalversonSuzanne M. VautrinotJ. Steven WhislerIndependent Members
WWW.CSX.COM 19ITEM 1: Election of Directors | Board Leadership and Committee StructureCompensation and Talent Management Committee6 Meetings in 2019The primary functions of the Compensation and Talent Management Committee are to: (i) establish the Company’s philosophy with respect to executive compensation and benefits; (ii) review the Company’s compensation practices and policies, benefit plans and perquisites applicable to all employees and executives to ensure consistency with the Company’s compensation philosophy; (iii) monitor the Company’s benefit plans, practices, programs and policies maintained for employees and directors for compliance with all applicable laws; (iv) in consultation with the Board, review and approve corporate goals and objectives relevant to compensation and benefits for the CEO, and evaluate the CEO’s performance in light of those goals and objectives, and as directed by the Board, set the level of compensation of the CEO based on such evaluation; (v) review and recommend approval of management compensation and Company compensation plans, including benefits for key employees as determined by the Committee from time to time; and (vi) review the Compensation Discussion and Analysis (“CD&A”) section of this Proxy Statement and, as appropriate, recommend to the Board for approval the inclusion of the CD&A section in the Company’s Annual Report on Form 10-K and Proxy Statement.In addition, the Compensation and Talent Management Committee is responsible for the oversight of human capital management including review of the Company’s leadership development, performance management and talent acquisition programs. In addition the Committee has oversight responsibilities with respect to the Company’s plans and processes for promoting diversity, inclusion and pay equity.The Compensation and Talent Management Committee may, under its charter, delegate all or a portion of its duties and responsibilities to a subcommittee thereof as appropriate and consistent with applicable regulations, laws and exchange listing standards. The Compensation and Talent Management Committee has also retained the services of an independent compensation consultant to advise on executive compensation matters. The role of the compensation consultant in determining or recommending the amount or form of executive compensation is described in the CD&A section of this Proxy Statement.The Compensation and Talent Management Committee has five members each of whom qualifies as: (i) a “non-employee director” within the meaning of Rule 16b-3 of Securities and Exchange Act of 1934; (ii) independent pursuant to the independence standards promulgated by NASDAQ; and (iii) an “outside director” under Section 162(m) of the Code.Committee Members
Steven T. Halverson(Chair)Donna M. AlvaradoJohn D. McPhersonLinda H. RieflerJohn J. ZillmerIndependent Members
Finance Committee3 Meetings in 2019The Finance Committee provides general oversight and review of financial matters affecting the Company, including the monitoring of corporate debt, cash flow and the assets and liabilities maintained by the Company and its affiliates in conjunction with employee benefit plans, including monitoring the funding and investment policies and performances of the assets. In addition, the Committee reviews and recommends policies and practices related to dividends and share repurchase programs.Committee Members
Pamela L. Carter(Chair)Paul C. HilalDavid M. MoffettJ. Steven WhislerIndependent Members
20 CSX Corporation 2020 Proxy StatementITEM 1: Election of Directors | Annual Evaluation of Board PerformanceGovernance Committee6 Meetings in 2019The Governance Committee identifies individuals qualified to become Board members and recommends candidates for election to the Board. In identifying and recommending director nominees, the Governance Committee uses criteria established by the Board with respect to qualifications for nominations to the Board and for continued membership on the Board. Additionally, the Committee reviews and makes recommendations to the Board regarding director independence. In considering potential director candidates, the Committee considers whether the individual has demonstrated leadership ability, integrity, values and judgment. The Governance Committee seeks to maintain a Board with a broad diversity of experience in business matters and the ability to assess and evaluate the role and policies of the Company in the face of changing economic conditions, regulatory environment and customer expectations.The Governance Committee generally identifies nominees for directors through its director succession planning process. The Committee will also consider persons recommended by shareholders of the Company in selecting director nominees. Potential nominees suggested by shareholders will be evaluated by the Committee on the same basis as individuals identified directly by the Committee or from other sources. For more information on the director nominees, see Item 1: Election of Directors.The Governance Committee has five members each of whom the Board has determined to be independent under the applicable NASDAQ rules.The Committee develops, recommends and monitors corporate governance principles and conducts regular evaluations of director performance and of the effectiveness of the Board as a working group. In addition, the Committee reviews and recommends changes to the Board regarding committee structure and director compensation.Committee Members
John J. Zillmer(Chair)Pamela L. CarterJohn D. McPhersonLinda H. RieflerSuzanne M. VautrinotIndependent Members
Annual Evaluation of Board PerformanceThe Board believes annual performance reviews are essential for ensuring overall effectiveness, effectiveness—including fulfilmentfulfillment of its oversight responsibilities, strategic planning and communications.communications—and identifying areas for improvement. Such annual self-evaluation also is a key component of our director nomination process and succession planning. As per our policy, the Governance and Sustainability Committee is responsible for developing and recommending the annual evaluation process to the Board, and has continued to enhance the Board’s self-evaluation process based on director feedback, best practices and advice from outside, independent consultants.In October 2021, the Governance and Sustainability Committee recommended that the Board enhance the evaluation process by engaging a third-party facilitator to conduct confidential interviews every third year, supplemented by a peer assessment questionnaire. In the interim years, the Governance and Sustainability Committee recommended that the Board conduct its evaluation via a confidential questionnaire. During such interim years, the Chair of the Governance and Sustainability Committee also meets with each individual director to gather additional feedback, particularly around Board composition, leadership, vision and functionality. For 2019,2022, the Board and director evaluation process was initiated through detailed questionnaires. Individual director performance was then discussed with committee chairs or the Chairmanadministered as follows:Evaluation
FormatConduct
EvaluationReview
FeedbackImplement
OutcomeFor 2022, the evaluation process consisted of: confidential questionnaires designed to evaluate the performance of the Board as a whole and, as per our policy, the performance of each of its committees; and meetings between the Chair of the Governance and Sustainability Committee and each individual director designed to gather additional feedback. Questionnaires were sent to each director in December 2022. The questions were designed to elicit feedback on the Board’s performance in the areas of strategy and business, issues and challenges, Board and committee dynamics, Board and committee leadership and structure of Board and committee meetings. The Chair of the Governance and Sustainability Committee then met with each individual director in
early 2023.The feedback received from the questionnaires was compiled on an anonymous basis and provided to the Chair of the Board and the Chair of the Governance and Sustainability Committee, with any committee-level feedback provided to the respective committee Chairs. In accordance with our policy, this feedback was then discussed by the Board and each committee in executive session during their respective meetings in February 2023.
Around the February 2023 meetings, the Chair of the Governance and Sustainability Committee also met with each individual director to collect additional feedback and discuss topics such as Board leadership and composition.Following the review of evaluation results, and bolstered with additional insight from the one-on-one meetings between the Chair of the Governance and Sustainability Committee and each individual director, the Board considered the tailored ways in which the processes of the Board, and its committees, could be improved. The Board then implemented changes and enhancements to its processes where necessary to ensure the ongoing effectiveness of the Board and each of its committees. 34 Corporate GovernanceBoard of Directors’ Role in Succession PlanningOne of the Board as appropriate. Summariesof Directors’ primary responsibilities is succession planning, not only for the Board but also for senior management, including the CEO. The Board believes that it is critical to have a robust succession planning process—one that also considers talent management—and engages in succession planning efforts throughout the year, including a comprehensive senior management succession planning exercise in conjunction with its annual strategic planning session. Pursuant to its charter, the Governance and Sustainability Committee, which meets regularly and reports back to the Board, oversees the CEO and senior management succession planning process.nThe succession planning process generally begins with management developing a detailed summary of the committee-specific feedback waskey skills and competencies required for all senior management roles. Management then analyzes and summarizes the skills, competencies and readiness of potential succession candidates across all senior management positions, as well as the pipeline of candidates for other key roles.nA detailed review of management’s analysis is provided to the Board at its annual succession planning session. The Board then engages in robust discussions regarding the skills, competencies and readiness levels of succession candidates, and recommends development plans to ensure succession candidates are adequately prepared for planned and sudden transitions.nStatus updates on succession candidates and development plans are provided to and discussed by the Board at meetings throughout the year.In 2022, the selection and appointment of Joseph R. Hinrichs as the CSX President and Chief Executive Officer exemplified the Board’s role in succession planning. In this particular instance of carefully and deliberately filling the CEO position, the succession process lasted over a year. The Governance and Sustainability Committee recommended that the Board establish a special committee of the Board consisting of a group of directors with diverse skills, expertise and experience to lead and oversee activities related to the succession planning for this position. Such ad hoc Board-level Succession Committee was composed of members of the Governance and Sustainability and Compensation and Talent Management Committees. The Succession Committee—which led the process with support from an outside consultant—looked at numerous candidates, both internal and external. The Succession Committee, along with insight from management, evaluated these candidates to identify those with proven skills and experiences that would be most relevant committee chairs, which were then reviewedand beneficial to the Company. Accordingly, the Succession Committee sought, among other factors, a candidate with the Chairman oftested leadership experience in a large public company operating in a similar industry, who could guide our growth strategy and sustainability initiatives and lead a cultural transformation, including among our largely unionized workforce and prioritizing safety, diversity, equity and inclusion. The Succession Committee recognized and ultimately recommended Mr. Hinrichs to the Board. The Board fully supported the appointment of Mr. Hinrichs, and maintains its utmost confidence in and strong backing of his leadership of the Company.Board of Directors’ Role in Risk OversightPursuant to its charter, the Audit Committee has primary responsibility for risk oversight—though the full Board of Directors and all committees play significant roles in carrying out the risk oversight function. Specifically, the Audit Committee oversees the Company’s risk management strategy, cybersecurity program and Enterprise Risk Management (“ERM”) program. Thus, in addition to regular risk presentations to the Audit Committee, management periodically reports to the Board and its other committees on current risks and the Company’s approach to avoiding and mitigating risk exposure, including through robust internal processes and effective internal controls.The Company’s ERM program includes activities related to the identification, assessment, mitigation and monitoring of enterprise-level risks. CSX revised its ERM framework in 2021 to focus on the Company’s core enterprise risks and related mitigation activities and controls. The CSX risk universe is currently divided into the following broad risk categories: Operations; Finance; Technology; and Compliance. Each risk category includes “core” ERM risks, as reflected in the chart below.The CSX ERM program is designed to ensure that senior management, the Audit Committee and the CSX Board understand how enterprise-level risks are prevented, monitored, measured, reported and managed, to promote risk-aware decision-making and to keep risks within tolerable bounds. A well-established risk management structure is leveraged to support the program. Each core risk is aligned with a “Risk Leader”, who has ongoing responsibility for monitoring and managing that risk. Each Risk Leader reports to a member of the Executive Risk Committee (comprised of the Executive Vice President of Operations, the Executive Vice President and Chief Financial Officer, the Executive Vice President and Chief Digital & Technology Officer and the Executive Vice President and Chief Legal Officer), with a separate annual ERM report-out to the CEO.35 2023 Proxy Statement Corporate GovernanceERM Framework and Oversight Oversight of Cybersecurity RiskThe Audit Committee also has oversight responsibilities with respect to cybersecurity risk, mitigation strategies and overall resiliency of the Company’s technology infrastructure. Such risk is considered as part of the Company’s overall risk management and business continuity processes. In addition, the Audit Committee periodically reviews assessments of information security controls and procedures, any incidents that could have a material impact on the Company’s network, as well as potential cybersecurity risk disclosures. In 2019, Suzanne M. Vautrinot, a retired U.S. Air Force (USAF) Major General, joined the Board and the Audit Committee, adding cybersecurity-related skills and experience to the Board. She is a recognized expert in cybersecurity matters, as she previously served as Commander of the USAF’s Cyber Command where she oversaw a multi-billion cyber enterprise and led a workforce of 14,000 personnel conducting offensive and defensive cyber operations worldwide.The senior leadership team briefs the Board of Directors at least once per year on information security matters.Audit Committee and Board Review 
Chief Executive Officer Executive Risk Committee Risk Leaders OperationsnSafetynPhysical InfrastructurenPeople & Material AvailabilityFinancenLiquiditynFinancial ReportingTechnologynCyber, Reliability & ResiliencynOperations TechnologyCompliancenCompliance with LawsnRegulatory EnvironmentBoard of Directors’ Role in Oversight of ESGCSX’s dedication to industry-leading ESG performance is pursued across the entire Company. The Board, through its committees, oversees the Company’s ESG strategies and initiatives and receives and responds to regular updates on priority ESG goals. Specifically, the Governance and Sustainability Committee is responsible for assessing CSX’s progress on sustainability issues and overseeing our sustainability policies, strategies and programs. Also, the Compensation and Talent Management Committee ensures ongoing emphasis on human capital management, including diversity, equity and inclusion initiatives. On a day-to-day basis, ESG is collaboratively managed by a cross-functional team of CSX employees. These operational leaders are responsible for measuring and monitoring progress against key performance indicators and for reviewing and applying stakeholder feedback and insights. 
To strengthen the ESG expertise on our Board, CSX directors proactively engage in opportunities to stay informed on the changing industry, societal and regulatory landscapes, stakeholder expectations and ESG issues. For example, Messrs. Bostick and Halverson and Mses. Alvarado and Riefler have completed a three-month course, co-developed by the UC Berkeley School of Law and Ceres, to bolster knowledge of how ESG and effective management should be embedded in Board operations. Sustainability is designated as one of our Board’s key skills and experiences, and is considered in Board composition discussions accordingly. Additionally, the Board is periodically informed of evolving stakeholder expectations based on our regular stakeholder engagement efforts concerning ESG-related matters, as described in more detail below.36 Corporate GovernanceStakeholder Engagement on Our ESG ApproachAt CSX, we conduct regular materiality assessments to ensure our ESG approach addresses the issues that are most pertinent to our business and that matter most to our internal and external stakeholders, including customers, suppliers, investors, employees, union members, nonprofit organizations and others. Our last materiality assessment was conducted in 2020, with refreshes done in 2021 and 2022 to account for evolving societal and stakeholder priorities. The 2021 refresh revealed increased focus on inclusion and diversity, as well as accessible and transparent communications; the 2022 refresh indicated increased focus on climate change, supply chain management and labor rights. Issues are prioritized as to what we believe are most important to our stakeholder groups, in some cases after consultation, and we then work to ensure alignment between CSX and stakeholder-identified material topics. CSX will continue to update our materiality assessment to ensure that we remain ready to meet shifting stakeholder expectations while growing our business.Shareholder Outreach and EngagementWe believe that maintaining strategies, policies and processes to conduct regular, insightful and proactive communications with our shareholders is a key component of effective corporate governance that allows the Company to better understand evolving trends and enable strategic decision-making to deliver shareholder value. As such, the Board of Directors and Governance and Sustainability Committee reviewedare keenly focused on overseeing the evaluationsdevelopment and recommendations. Each standing committee also conducted an evaluationimplementation of its own performance.Meetingsthese strategies, policies and processes. We conduct and facilitate ongoing shareholder outreach throughout the year to ensure that the Board and management proactively understand and consider our shareholders’ views on important issues. Critically, we are focused on better discerning our shareholders’ concerns and increasing transparency around how we incorporate shareholder feedback in our strategies and programs, including our executive compensation program, as appropriate.Given the heavy focus of our 2022 shareholder outreach and engagement efforts on our executive compensation program, comprehensive detail on these efforts, respective shareholder feedback and our response is provided in the “Say-on-Pay and Shareholder Engagement” subsection of the CD&A section beginning on page 51 of this Proxy Statement. Additional detail related to the Compensation and Talent Management Committee’s perspective on this topic is provided in the Letter from the Compensation and Talent Management Committee beginning on page 47 of this Proxy Statement. We strongly encourage you to review each section for a more fulsome perspective on our 2022 shareholder outreach and engagement.In accordance with our current shareholder outreach and engagement program, senior leaders and subject matter experts from the Company meet routinely with representatives from many of our institutional shareholders and periodically with proxy advisory firms to discuss CSX’s business strategy, corporate governance practices, executive compensation and ESG matters that are in the best interest of our broad and diverse shareholder base. Members of the Board participate in these meetings from time to time, particularly when there is increased shareholder focus or concern around a specific governance or compensation-related issue. For example, in light of recent, significant concern around our executive compensation program, the Chairs of both our Compensation and Executive SessionsDuring 2019, there were sixTalent Management and Governance and Sustainability Committees led the substantial majority of our shareholder engagement meetings and each of our proxy advisory firm engagement meetings in 2022 and early 2023 to obtain and review investor feedback on those issues.In addition to our consistent and structured shareholder outreach and engagement efforts, CSX also engages with shareholders and other interested parties through its participation at industry and investment community conferences, investor road shows and analyst meetings. In recent years, the Company has leveraged the continued use of virtual meetings to expand international outreach, connecting with investors in Europe, Asia and Australia. Overall, in 2022, CSX hosted meetings with 264 unique firms, representing over $29 trillion of assets under management.By utilizing a multitude of formats to engage various shareholders at different moments in time, we believe that we are better equipped to understand evolving trends and enable strategic decision-making that delivers on shareholder needs and expectations. The below chart demonstrates our general annual shareholder engagement timeline, though it does not necessarily capture our above-mentioned participation at industry and investment community conferences, investor road shows and analyst meetings and other forms of varied outreach and engagement.37 2023 Proxy Statement Corporate GovernanceInterested parties who wish to communicate with the Board, a particular director and/or management may forward appropriate correspondence, at any time, to CSX Corporation, Office of the Board. Each ofCorporate Secretary, 500 Water Street, C160, Jacksonville, Florida 32202. Pursuant to procedures established by the non-management directors then serving attended at least 75% of the meetings of the Board, and the committees on which he or she served. The non-employee directors met alone in executive session at each regular Board meeting. These executive sessions were chaired by the ChairmanOffice of the Board. In accordance withCorporate Secretary will forward appropriate correspondence to the CSX Board or a particular director. Appropriate correspondence generally includes any legitimate, non-harassing inquiries or statements.Our General Annual Shareholder Engagement Cycle
nFinish conducting shareholder engagement meetings initiated from our fall outreach effortsnReview policy updates from our stakeholders, including proxy advisory firms, and solicit related input on our practicesnAssess all feedback from these contactsnStrategize on how to continue incorporating shareholder feedback into our programs and policiesnPublish our proxy statementnReview and address stakeholder input on our proxy statement, including from any proxy advisory firm reportsnConnect with our largest shareholders in advance of their votes at our annual meeting of shareholdersnHost our annual meeting of shareholdersnEvaluate how our shareholders voted on our proposals at our annual meeting, noting possible areas for change or improvementnConsequently develop a tailored approach to our upcoming fall outreach effortsnDesign responsive changes in light of the votes and feedbacknFinalize, approve and initiate our approach to fall outreach effortsnBegin conducting our shareholder engagement meetings, typically with our largest shareholdersnNote and discuss internally, at various levels of leadership and across departments, significant concerns38 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 oneDirector CompensationOur Board of the incumbent directors attended the 2019 Annual Meeting.WWW.CSX.COM 21ITEM 1: Election of Directors | Director CompensationThe Board periodically reviews and sets the compensation for the non-employee directors based on the recommendation of the Governance and Sustainability Committee. Director compensation includes both cash and stock-based components. In recommending the amount and form of director compensation, the Governance and Sustainability Committee considers, among other factors, peer benchmarking data and the level of compensation necessary to attract and retain qualified, independent directors.Elements of Director CompensationThe following charts show our director cash and equity compensation for fiscal year 2019.Annual Retainer Cash Equity(1) Base Retainer $ 112,500 $ 162,500 (1)Annual grant RetainerIncremental Amount Above Annual Retainer Base Retainer 
$122,500
AnnualCash
Retainer$172,500
Annual Equity(1)$250,000
Non-Executive Chairof CSX common stock in the amount of $162,500 with the number of shares based on the average closing price of CSX common stock in the months of November 2018, December 2018Board Equity Retainer(2)$25,000
Audit CommitteeChair Cash Retainer$5,000
Audit CommitteeMember Cash Retainer
$20,000
Compensation and January 2019.Talent ManagementCommittee Chair Cash Retainer$20,000
Finance CommitteeChair Cash Retainer$20,000
Governance andSustainabilityCommittee Chair CashRetainerIncremental Amount Above Annual Retainer Chairman of the Board $ 250,000 Audit Committee Chair $ 25,000 Audit Committee Member $ 5,000 Compensation Committee Chair $ 20,000 Finance Committee Chair $ 10,000 Governance Committee Chair $ 15,000 (1)Annual grant of CSX common stock in the amount of $172,500 granted on February 16, 2022, with the number of shares based on the average closing price of CSX common stock in the months of November 2021, December 2021 and January 2022.(2)Annual grant of CSX common stock in the amount of $250,000 granted on February 16, 2022, with the number of shares based on the average closing price of CSX common stock in the months of November 2021, December 2021 and January 2022.Each non-employee director was eligible to defer all or a portion of his or her director’s fees in 2019,2022, including cash and stockequity compensation, under the CSX Directors’ Deferred Compensation Plan (the “Directors’ Plan”). Cash deferrals are credited to an unfunded account and invested in various investment choices or deferred as shares of CSX common stock. The investment choices parallel the investment options offered to employees under CSX’s 401(k) plan. StockEquity deferrals are automatically held as outstanding shares in a trust, with dividends credited in the form of additional shares.Matching Gift Program and Other BenefitsNon-management directors may participate in the CSX Directors’ Matching Gift Program, which is considered an important part of CSX’s philanthropy and community involvement. CSX will match director contributions to organizations that qualify for support under Company guidelines, up to a maximum annual CSX contribution of $50,000 per non-employee director per year. During 2019, nine2022, 14 philanthropic organizations collectively received $225,000$267,000 under theour Directors’ Matching Gift Program. Non-employee directors also are eligible to receive other compensation and benefits as discussed below. The CEO does not receive compensation for his services as a director.22 CSX Corporation 2020 Proxy Statement39 2023 Proxy Statement The following table summarizes the compensation of each of the non-employee directors in 2019.Name Fees Earned or
Paid in Cash(2)
($)Stock
Awards(3)(4)
($)All Other
Compensation(5)
($)Total
($)Donna M. Alvarado $ 117,500 $ 165,186 $ 1,685 $ 284,371 John B. Breaux(1) $ 51,042 $ 68,828 $ 27,241 $ 147,110 Pamela L. Carter $ 122,500 $ 165,186 $ 31,685 $ 319,371 Steven T. Halverson $ 137,500 $ 165,186 $ 54,185 $ 356,871 Paul C. Hilal $ 112,500 $ 165,186 $ 1,685 $ 279,371 Edward J. Kelly, III(1) $ 12,545 — $ 101,685 $ 114,230 John D. McPherson $ 112,500 $ 165,186 $ 1,685 $ 279,371 David M. Moffett $ 137,500 $ 165,186 $ 51,685 $ 354,371 Linda H. Riefler $ 113,750 $ 165,186 $ 1,685 $ 280,621 J. Steven Whisler $ 117,500 $ 165,186 $ 51,685 $ 334,371 John J. Zillmer $ 127,500 $ 419,230 $ 1,685 $ 548,415 (1)Messrs. Breaux and Kelly retired from the CSX Board of Directors on May 3, 2019 and January 16, 2019, respectively.(2)Fees Earned or Paid in Cash – Includes a cash retainer of $112,500 and any Committee Chair or Audit Committee fees earned in 2019. Mr. Moffett elected to defer 100% of his cash retainer and fees in the form of cash into the Directors’ Plan. Messrs. Breaux and Whisler elected to defer 100% of their cash retainers and fees in the form of CSX stock into the Directors’ Plan.(3)Stock Awards – Amounts disclosed in this column are based on the February 6, 2019 grant date fair value of the annual stock grant to directors calculated in accordance with Financial Accounting Standards Board Accounting Standards Codification Topic 718 (“FASB ASC Topic 718”). The number of shares granted was based on an award of $162,500 divided by the average closing price of CSX common stock in the months of November 2018, December 2018 and January 2019, which was $67.01. All such stock awards to directors vested immediately upon grant. Mr. Zilmer’s amount also includes a Non-Executive Chairman stock grant based on the February 6, 2019 grant date fair value calculated in accordance with FASB ASC Topic 718. The number of shares is based on an award of $250,000 divided by the average closing price of CSX common stock in the months of November 2018, December 2018 and January 2019. This stock award vested immediately upon grant.(4)Option Awards – There were no stock options granted to non-employee directors in 2019.(5)All Other Compensation – Includes excess liability insurance, Company match under the Directors’ Matching Gift Program and a Company contribution under the Directors’ Charitable Gift Plan. The only perquisites to exceed $10,000 for any director were (i) the Company match under the Directors’ Matching Gift Program, which includes matches in the following amounts: $52,500 for Mr. Halverson, $50,000 for each of Messrs. Moffett and Whisler, $30,000 for Ms. Carter and $17,500 for Mr. Breaux; and (ii) a charitable contribution of $100,000 on behalf of Mr. Kelly under the CSX Directors Charitable Gift Plan (the “Charitable Plan). For Mr. Halverson, his 2019 match included $2,500 pulled forward form his available matching contributions for 2020.Mr. Kelly was eligible to participate in the CSX Directors’ Charitable Gift Plan (the “Charitable Plan”), which was only available for directors elected prior to 2004. No current directors are eligible to participate in this plan. Under the Charitable Plan, if a director served for five consecutive years, CSX committed to make contributions totaling $1 million on his or her behalf to charitable institutions designated by the director. Contributions to designated charities are made in installments, with $100,000 payable upon the director’s retirement and the balance payable in installments of $100,000 per year, starting at the time of the director’s death. The Company contributed $100,000 on Mr. Kelly’s behalf following his retirement in January 2019.Name Fees Earned or
Paid in Cash(1)
($)Stock
Awards(2)
($)All Other
Compensation(3)
($)Total
($)Donna M. Alvarado 127,500 168,922 5,000 301,422 Thomas P. Bostick 122,500 168,922 12,000 303,422 Steven T. Halverson 147,500 168,922 50,000 366,422 Paul C. Hilal 122,500 168,922 — 291,422 David M. Moffett 147,500 168,922 50,000 366,422 Linda H. Riefler 142,500 168,922 25,000 336,422 Suzanne M. Vautrinot 127,500 168,922 25,000 321,422 James L. Wainscott 122,500 168,922 50,000 341,422 J. Steven Whisler 147,500 168,922 50,000 366,422 John J. Zillmer 122,500 413,705 — 536,205 (1)Fees Earned or Paid in Cash – Includes a base cash retainer of $122,500 and any additional committee Chair or Audit Committeefees earned in 2022. Mr. Whisler elected to defer 100% of his cash retainers and fees in the form of CSX stock into the Directors’Plan.(2)Stock Awards – Amounts disclosed in this column are based on the February 16, 2022 grant date fair value of the annual stock grant to directors, and in the case of Mr. Zillmer, an additional grant for services as Non-Executive Chair of the Board, in each case calculated in accordance with Financial Accounting Standards Board Accounting Standards Codification Topic 718 (“FASB ASC Topic 718”). The number of shares granted was based on an award of $172,500 or $250,000, as applicable, divided by the average closing price of CSX common stock in the months of November 2021, December 2021 and January 2022, which was $35.92. All such stock awards to directors vested immediately upon grant.(3)All Other Compensation – The only perquisites to exceed $10,000 for any director were the Company match under the CSX Directors’ Matching Gift Program, which includes matches in the following amounts: $50,000 for each of Messrs. Halverson, Moffett, Wainscott and Whisler; $25,000 for each of Mses. Riefler and Vautrinot; and $12,000 for Mr. Bostick. The Company also made a $5,000 match under the Directors’ Matching Gift Program for Ms. Alvarado.Stock Ownership GuidelinesTheOur Board of Directors has adopted Stock Ownership Guidelines stock ownership guidelines—contained in the CSX Corporate Governance Guidelines—to better align the interests of non-employee directors with the interests of shareholders. WithinSpecifically, within five years of election to the Board, a non-employee director is expected to acquire and hold an amount of CSX common stock equal in value to five times the amount of such non-employee director’s annual cash retainer. If the annual cash retainer increases, the non-employee directors will have five years from the time of the increase to acquire any additional shares needed to satisfy the guidelines. All non-employee directors who have served on the Board for five or more years since their election have held a sufficient number of shares to satisfy these guidelines. Further information on the Stock Ownership Guidelines is available on CSX’s website athttp://investors.csx.com under the heading “Environmental, Social and Governance.”WWW.CSX.COM 2340 
ITEM 2 Ratification of Independent Registered Public Accounting Firm The Audit Committee is directly responsible for the appointment, retention, compensation and oversight of the Independent Registered Public Accounting Firm retained to audit the Company’s financial statements. Pursuant to this responsibility, the Audit Committee engages in a comprehensive annual evaluation of the Independent Registered Public Accounting Firm’s qualifications, performance and independence. When considering the Independent Registered Public Accounting Firm’s independence, the Audit Committee specifically considers non-audit fees and services. Additionally, the Audit Committee periodically considers whether there should be a rotation of the Independent Registered Public Accounting Firm. Furthermore, in conjunction with the mandated rotation of the Independent Registered Public Accounting Firm’s lead engagement partner, the Audit Committee and its chairChair were directly involved in the selection of the Independent Registered Public Accounting Firm’s lead engagement partner.The Board unanimously recommends thatAt the recommendation of the shareholders voteFORthis proposal.The Audit Committee, the Board of Directors has selected and appointed Ernst & Young LLP (“EY”) as the Company’s Independent Registered Public Accounting Firm to audit and report on CSX’s financial statements for the fiscal year ending December 31, 2020.2023. EY or its predecessors have continuously served as the Company’s Independent Registered Public Accounting Firm since 1981. The Audit Committee and the Board of Directors believe that the continued retention of EY as the Company’s Independent Registered Public Accounting Firm is in the best interestsinterest of the Company and its shareholders.Action by shareholders is not required by law in the appointment of the Independent Registered Public Accounting Firm. If shareholders do not ratify this appointment, however, the appointment will be reconsidered by the Audit Committee and the Board.EY has no direct or indirect financial interest in CSX or in any of its subsidiaries, nor has it had any connection with CSX or any of its subsidiaries in the capacity of promoter, underwriter, voting trustee, director, officer or employee. Representatives of EY will participate in the Company’Company’s Annual Meeting and will be afforded an opportunity to make a statement if they desire to do so. It is also is expected that they will be available to respond to appropriate questions.24 CSX Corporation 2020 Proxy StatementThe Board unanimously recommends that the shareholders vote FORthis proposal.41 2023 Proxy Statement Audit MattersITEM 2: Ratification of Independent Registered Public Accounting Firm | Fees Paid to Independent Registered Public Accounting FirmEY served as the Independent Registered Public Accounting Firm for the Company in 2019.2022. The Audit Committee was responsible for the audit fee negotiations associated with the retention of EY. Fees paid to EY were as follows: 2018 2019 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 and other attestation services related to regulatory filings. $ 2,893,000 $ 2,816,000 Audit Related Fees: Includes audits of employee benefit plans and subsidiary audits. $ 162,000 $ 221,000 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. $ 2,000 $ 1,000 2021 2022 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 and other attestation services related to regulatory filings.$ 2,759,000 $3,627,000 Audit-Related Fees:Includes audits of employee benefit plans and subsidiary audits.$ 225,000 $ 230,000 Tax Fees:Includes fees for tax compliance and tax advice and planning.$ — $ — All Other Fees:Includes fees for non-audit projects and access to an online accounting research tool. The Audit Committee has concluded that the services covered under the caption “All Other Fees” are compatible with maintaining EY’s independent status.$ 30,000 $ 34,000 Pre-Approval Policies and ProceduresThe Audit Committee is responsible for the approval of all services performed by EY. The ChairmanChair of the Audit Committee has the authority to approve all engagements that will cost less than $250,000 and, in such cases, will report any pre-approvals to the full Audit Committee for ratification at its next scheduled meeting.20182021 and 2019,2022, all services performed by EY were pre-approved.WWW.CSX.COM 2542 
The primary duties and responsibilities of ContentsThethe Audit Committee overseesinclude:noverseeing the Company’s accounting and financial reporting processprocesses on behalf of the Board. Board of Directors; andnassisting the Board with oversight of:(i) the integrity of the Company’s financial statements and accounting methods;(ii) the Company’s internal controls over financial reporting;(iii) the Company’s enterprise risk management process;(iv) the Company’s compliance with legal and regulatory requirements;(v) the independent auditors’ qualifications, independence and performance; and(vi) the performance of the Company’s internal audit function.Management has the primary responsibility for the financial statements, for establishing and maintaining effective internal control over financial reporting and for assessing the effectiveness of internal control over financial reporting. In fulfilling its oversight responsibilities, the Audit Committee reviewed and discussed with management the audited financial statements, including a discussion ofwhich included discussions on the quality of the accounting principles, the reasonableness of significant judgments and the clarity of disclosures in the financial statements.During 2019,2022, the Audit Committee was comprised solely of independent directors as defined by applicable NASDAQ listing standards and Rule 10A-3 of the Securities Exchange Act of 1934. The members of the Audit Committee in 2019,2022, together with appointment dates and meeting attendance, isare set forth below:MembersMembers Committee
Member SinceAttendance at Full
Committee Meetings
During 20192022David M. Moffett, ChairMay 2015 8/9/9Donna M. Alvarado August 2006 9/9 Steven T. Halverson May 2009 August 20068/9/9Suzanne M. Vautrinot December 2019 —9/9J. Steven Whisler May 2011 9/9 The meetings of the Audit Committee are designed to facilitate and encourage communication among the Audit Committee, the Company, the Company’s internal audit function and the Company’s independent registered public accounting firm.Independent Registered Public Accounting Firm. The Audit Committee discussed with the Company’s internal auditors and independent registered public accounting firmIndependent Registered Public Accounting Firm the overall scope of and plans for their respective audits. The Audit Committee meets with the internal auditors and the independent registered public accounting firm,Independent Registered Public Accounting Firm, with and without management present, to discuss the results of their examinations, their evaluations of the Company’s internal controls over financial reporting and the overall quality of the Company’s financial reporting.Each year, the Audit Committee evaluates the qualifications, performance and independence of the Company’s independent registered public accounting firm,Independent Registered Public Accounting Firm, and determines whether to re-engage the current independent registered public accounting firm.Independent Registered Public Accounting Firm. In doing so, the Audit Committee considers the quality and efficiency of the services provided by the independent registered public accounting firm,Independent Registered Public Accounting Firm, the capabilities of the independent registered public accounting firm,Independent Registered Public Accounting Firm, technical expertise and knowledge of the Company’s operations and industry. Based on this evaluation, the Audit Committee has retained EY as the Company’s independent registered public accounting firmIndependent Registered Public Accounting Firm for 2020.2023. Although the Audit Committee has the authority to appoint the independent registered public accounting firm,Independent Registered Public Accounting Firm, the Audit Committee intends to continue to recommend that the Board ask shareholders to ratify the appointment of the independent registered public accounting firmIndependent Registered Public Accounting Firm at the Annual Meeting.EY, the Company’s independent registered public accounting firmIndependent Registered Public Accounting Firm for 2019,2022, is responsible for expressing an opinion that: (i) the Company’s consolidated financial statements present fairly, in all material respects, the financial position, results of operations and cash flows in conformity with generally accepted accounting principles in the United States; and (ii) the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2019.26 CSX Corporation 2020 Proxy Statement43 2023 Proxy Statement Report of the Audit CommitteeIn this context, the Audit Committee has:(i)reviewed and discussed with management, the audited financial statements for the year ended December 31, 2019;(ii)discussed with EY, the matters required to be discussed by Auditing Standard No. 1301, “Communications with Audit Committees,” as adopted by the Public Company Accounting Oversight Board (the “PCAOB”);(iii)received from EY, the written disclosures regarding auditors’ independence required by PCAOB Ethics and Independence Rule 3526, “Communication with Audit Committees Concerning Independence” and discussed EY’s independence with them; and(iv)reviewed and discussed with management and EY, the results of management’s assessment of the effectiveness of the Company’s internal control over financial reporting and EY’s audit of the Company’s internal control over financial reporting.(i)reviewed and discussed with management the audited financial statements for the year ended December 31, 2022;(ii)discussed with EY the matters required to be discussed by the applicable requirements of the Public Company Accounting Oversight Board (the “PCAOB”) and the SEC;(iii)discussed with EY Critical Audit Matters that arose during the year;(iv)received from EY the written disclosures and the letter regarding auditors’ independence required by the applicable provisions of the PCAOB and discussed EY’s independence with them; and(v)reviewed and discussed with management and EY the results of management’s assessment of the effectiveness of the Company’s internal control over financial reporting and EY’s audit of the Company’s internal control over financial reporting.Based on its review and on the discussions described above, the Audit Committee has recommended to the Board, and the Board has approved, that the audited financial statements be included in the 20192022 Annual Report on Form 10-K for filing with the SEC.Members of the Audit Committee
David M. Moffett, Chair
Donna M. Alvarado
Steven T. Halverson
Suzanne M. Vautrinot
J. Steven WhislerJacksonville, Florida
February 11, 2020WWW.CSX.COM 27
14, 2023CSX has set a goal of being the best-run railroad North America, which begins with being an efficient, safe, reliable and sustainable railroad. CSX continues to set company and industry records in each of these areas. The Company was recently named as the only U.S. Class I railroad on the Dow Jones North American Sustainability Index for the ninth consecutive year. In addition, CSX lead the industry with the lowest operating ratio and best prersonal injury safety results for 2019. Environmental, Social and Governance are the three categories that form the framework for assessing the impact of sustainability and ethical practices of a company on its financial performance and operations.EnvironmentalSocialGovernance44 
Environmental Stewardship
Communities & Giving
Diversity & Inclusion
Ethics & Governance●Achieve greenhouse gas emissions intensity goal through record fuel efficiencyITEM 3 Advisory (Non-Binding) Vote to Approve the Compensation of CSX’s Named Executive Officers In accordance with the Dodd-Frank Wall Street Reform and Consumer Protection Act (the “Dodd-Frank Act”) and Section 14A of the Securities Exchange Act of 1934, CSX is providing shareholders with the opportunity to vote on a non-binding, advisory resolution to approve the compensation of the Company’s named executive officers (the “NEOs”), which is disclosed pursuant to Item 402 of Regulation S-K and described in the CD&A section, the accompanying compensation tables and the related narrative disclosures in this Proxy Statement. Accordingly, the following resolution will be submitted for a shareholder vote at the Annual Meeting:“RESOLVED, that the shareholders of CSX Corporation (the “Company”) approve, on an advisory (non-binding) basis, the compensation of the Company’s named executive officers, as disclosed in the Compensation Discussion and Analysis, the accompanying compensation tables and the related narrative disclosure in the Proxy Statement.”The Company currently holds an advisory vote on the compensation of the Company’s NEOs on an annual basis (in accordance with the results of the advisory shareholder vote held at the Company’s 2017 Annual Meeting to determine the frequency of an advisory vote on NEO compensation) and, following the Annual Meeting, expects to conduct the next advisory vote at its 2024 Annual Meeting subject to review of the results of voting on Item 4 at this Annual Meeting.As described in the CD&A section of this Proxy Statement, the Company’s executive compensation program, including specific modifications we implemented in direct response to shareholder feedback we received following the results of our 2022 “Say-on-Pay” vote, is designed to align executive pay with the Company’s financial performance and the creation of sustainable long-term shareholder value. The compensation program is structured to provide a competitive level of compensation necessary to attract, engage and reward talented and experienced executives and to motivate them to achieve short and long-term strategic goals. In order to align executive pay with the Company’s financial performance and the creation of sustainable long-term shareholder value, a significant portion of the compensation paid to our NEOs is allocated to performance-based, long-term equity incentive awards. The Company makes compensation payout decisions based on an assessment of the Company’s performance, as well as the performance of each NEO against goals that promote CSX’s success by focusing on shareholders, customers, employees and the communities in which we operate.Shareholders are urged to read the CD&A section, the accompanying compensation tables and the related narrative disclosure in this Proxy Statement, which more thoroughly discuss the Company’s compensation policies and procedures. The Compensation and Talent Management Committee and the Board of Directors believe that these policies and procedures are effective in implementing the Company’s overall pay-for-performance compensation philosophy.While this advisory vote is required by law, it will neither be binding on the Company, the Compensation and Talent Management Committee or the Board, nor will it create or imply any change in the fiduciary duties of, or impose any additional fiduciary duties on, the Company or the Board. The Board and the Compensation and Talent Management Committee will consider the outcome of the vote when developing the future executive compensation program. The Company currently intends to hold the next advisory (non-binding) vote to approve NEO compensation at its 2024 Annual Meeting subject to review of the results of voting on Item 4 at this Annual Meeting.●Engage with stakeholders to identify additional areas of focus●Establish goals with key performance indicatorsThe Board unanimously recommends that the shareholders vote FOR this proposal.45 2023 Proxy Statement Executive CompensationITEM 4 Advisory (Non-Binding) Vote on the Frequency of
Future Advisory Votes on Executive CompensationIn accordance with Section 951 of the Dodd-Frank Act, CSX is providing shareholders with the opportunity to cast an advisory vote on whether a non-binding shareholder resolution to approve the compensation of the Company’s NEOs should occur every one, two or three years. The Board of Directors recommends that shareholders vote to hold an advisory vote on executive compensation every year, or an annual vote.After careful consideration, the Board believes that holding a vote every year is the most appropriate option because: (i) it enables our shareholders to provide the Company with input regarding the compensation of the NEOs on a timely basis; and (ii) it is consistent with the Company’s practice of regularly engaging with our shareholders, and obtaining and incorporating their input on corporate governance matters and executive compensation philosophy, policies and practices.The advisory vote regarding the frequency of the shareholder vote as described in this Item 4 requires the favorable vote of the majority of the votes cast at the Annual Meeting. Abstentions will not be counted as votes cast. If no voting specification is made on a properly returned or voted proxy card, proxies named on the proxy card will vote for EVERY YEAR for the frequency of the shareholder vote on executive compensation described in this Item 4. While this advisory vote is required by law, it will neither be binding on the Company nor the Board. The Board will consider the outcome of the vote in making a determination concerning the frequency of future advisory (non-binding) votes on executive compensation.●Establish partnerships with local officials to promote public safety●Work closely with local, state, and federal agencies to protect communities●HaveThe Board unanimously recommends that an economic impact by giving back toadvisory vote on the communitycompensation of the Company’s named executive officers be included in the Company’s proxy statement EVERY YEAR.●A diverse and talented workforce contributes to organizational success●Maintain policies that promote inclusion●Establish strong Board and Management structure●Establish robust policies for disclosure of information, auditing and compliance●Ensure ethical behavior through required ethics & compliance trainingEnvironmentalAt CSX,46 
Each year, the Compensation and Talent Management Committee (the “Committee”) welcomes the opportunity to provide shareholders with critical insights into the Committee’s thought processes and deliberations with respect to its oversight of executive compensation and talent management. As a Committee, we take seriously our responsibility to help shape corporate culture and appropriately incent employee behaviors that drive Company performance and create long-term value for shareholders.In 2022, the Committee was keenly focused on fully understanding and comprehensively addressing shareholder feedback in connection with our executive compensation program, aligning executive compensation with sustainability, safety and overall cultural initiatives and our CEO transition. After several years of an ongoing business transformation, including a couple of major acquisitions, the Company is now concentrated on excelling as an industry-leading ESG performer to further drive profitable growth and deliver significant value for our customers and shareholders. By conducting business in a sustainable and safe manner, as a unified workforce that is eager to drive change and be responsible corporate stewards, we believe that we do right by our customers, shareholders, employees are encouragedand communities.Shareholder Engagement and Responsiveness to take sustainable actions in their everyday jobs,2022 Say-on-Pay VoteFollowing concerns around our 2022 “Say-on-Pay” proposal and the 60% approval results of such as conserving energy, reducing wastevote, the Committee—together with the Governance and identifying inefficiencies. For seven consecutive years, CSX has achieved “Leadership” status by CDP, an independent, global, non-governmental organization that scores 8,400 companiesSustainability Committee—led extensive shareholder outreach and engagement efforts, and subsequently a holistic and thorough evaluation of our entire executive compensation program. Comprehensive detail on theirthese efforts, to address environmental issues. CSXrespective shareholder feedback and our response is the only Class I railroadprovided in the U.S.“Say on Pay and Shareholder Engagement” subsection of the CD&A section below beginning on page 51 of this Proxy Statement.Such outreach and engagement consisted both of initial feedback in the spring on our executive compensation program and subsequent feedback in the fall based on the 2022 say-on-pay vote on our implemented and prospective responsive actions accordingly. This feedback provided the Committee with direct and fulsome visibility into our shareholders’ views on our executive compensation program. The Committee utilized, and will continue to consistently receiveutilize, this highest CDP ranking.As demand increases,feedback in the needdesign and implementation of our executive compensation policies and practices.Coming out of the engagement efforts, the Committee noted that concerns around the following issues emerged:nthe use of Committee discretion in our short-term incentive plan without sufficiently robust disclosures on the Committee’s reasoning for freight railapplying upward individual performance adjustment(s);nthe overall quantum of our CEO pay;nthe proportion of our executive pay that is performance based; andnthe level of our CEO perquisites.The Committee evaluated each of these concerns and oversaw the design of specific actions to be taken in response to each concern, as a safe, reliabledescribed in the CD&A section below. We are pleased with the positive reception from our shareholders—gleaned from our broad and sustainable transportation solution is everdeep fall shareholder outreach and engagement efforts—to our initial responsive actions, and we have built upon these actions based on the feedback. We are committed to continuing to solicit and meaningfully address shareholder feedback in our executive compensation program. We believe that our changes to our executive compensation program and our more pressing. Moving freightfulsome disclosure in the CD&A section demonstrate the value that we place on our shareholders’ feedback.Accordingly, we look forward to this year’s Annual Meeting and continued engagement with shareholders. You may provide feedback to the Committee at any time by rail insteadsending correspondence to CSX Corporation, Office of truck lowers greenhouse gas emissions by 75%. the Corporate Secretary, 500 Water Street, C160, Jacksonville, Florida 32202.Focus on Sustainability, Safety and CultureAs the most fuel-efficient mode of freight transportation on land, rail will continue to enable significant emission reductions and help drive economic prosperity. Given that we are uniquely positioned to contribute to a more sustainable society, CSX investsactively works to be innovative in its infrastructureour approach to sustainability. Additionally, our strategy to develop and facilitiesimplement innovative tools and technologies has enabled us to improve energy efficiencydrive meaningful improvements on safety, customer experience, environmental efficiencies and reduce local greenhouse gas (“GHG”) emissions. employee engagement. As we move into the future, our focus is on creating long-term value for our people and our planet for decades to come. The Committee is dedicated to ensuring that our compensation strategy aligns with this focus.In 2011,recent years, the Company set outCommittee has designed and continued to reduce GHG intensity by 6 – 8% by 2020. Bymonitor the end of 2018, GHG intensity was reduced 8.1% fromannual incentive program, which applies to all management employees, to support and ensure alignment with the 2011 baseline, a full two years early. CSX will continueCompany’s business strategies. In addition to invest in new technologies and expects to continue to see improvements in emissions.Since the implementation of the scheduled railroading model in 2017, the Company has reduced its locomotive fleet by over 30%, improved trip optimization technology, and increased the use of distributed power—which have helped CSX reach record fuel efficiency.METRIC TONS CO2PER MILLIONREVENUE TON MILESGALLONS OF FUEL CONSUMED(in millions)
28 CSX Corporation 2020 Proxy StatementCorporate Social Responsibility at CSXSocialAt CSX, safety is always a top priority. The Company develops and maintains partnerships with organizations that reflect and amplify our focus on safety. One such partnership is Operation Lifesaver. This education and awareness organization is dedicated to ending collisions, fatalities and injuries at highway-rail grade crossings and along railroad rights-of-way. Each year, Operation Lifesaver’s network of authorized volunteers conducts free programs on rail safety education to audiences such as schoolchildren and community organizations and provides specialized training for law enforcement officers and first responders to ensure their safety when responding to a rail incident.Giving and volunteer programs expand the Company’s service culture deeper into the communities across its 23-state network. The Company supports communities through monetary and in-kind contributions to nonprofit organizations, and by working with select service partners to help us extend our impact. In 2019, CSX launched its “Pride in Service” program, which is committed to having a positive impact on the lives of more than 100,000 U.S. military service members, veterans, first responders and their families by the end of 2020. Over the last year, CSX partnered with the following organizations in 15 service events to achieve its Pride in Service goals.
CSX values the unique contribution that each person brings to the Company. More is accomplished when teams with diverse backgrounds and ideas work together in an environment where everyone can contribute and fully realize their talents. The Company has been recognized by many organizations for its diversity and inclusion, including being named a “Best Place to Work for Disability Inclusion” by Disability:IN and the American Association of People with Disabilities after receiving a 100% score on the disability equality index.GovernanceGood governance practices begin with strong leaders who understand the opportunities and challenges across the business and help make decisions that support the Company’s long-term growth and success. In consultation with its Board of Directors, CSX has developed policies designed to ensure proper disclosure of information, auditing and compliance. To ensure compliance with these policies, the Company conducts required online training to stress the importance of ethical behavior. In 2019, 100% of management employees completed the required ethics training.2019 WORKFORCE DIVERSITY AT CSX
WWW.CSX.COM 29The members ofLetter from the Compensation and Talent Management Committee (the “Committee”) believe it is important to outline the responsibilities of the Committeefinancial metrics such as operating income, operating ratio and provide shareholders with an understanding of the Committee’s processes for executive compensation and talent management decisions. We hope this letter will provide insight into our discussions asinitiative-based revenue growth, we continuously strive to implement executive compensation and talent management programs that drive sustainable company performance and long-term shareholder value creation.Human Capital ManagementEach year, the Committee reviews its duties and responsibilities as outlined in its committee charter. In 2019, the Committee charter was updated to formalize responsibilitiesincluded ESG goals related to talent management. In additionsafety and fuel efficiency in the program.The Committee continues to the Committee’s traditional responsibilities relatedfocus on initiatives to the development and approval of the Company’s executive compensation philosophy, strategy and design, the Committee is also charged with oversight of human capital management. These responsibilities include reviewing the Company’s leadership development, performance management and talent acquisition programs. Asdrive a foundation for these programs, we are committed to providing the support management needs to hire, develop and retain top talent and ensure alignment of our executive compensation program with the Company’s long-term strategy.The Committee’s role has also expanded to include oversight of the Company’s plans and processes for promoting diversity,cultural transformation at CSX that promotes inclusion and pay equity. We recognize that people are the foundation of the Company’s success and are committed to developing a culture and environment that inspireinspires employee engagement and excellence. The Company adopted the term “ONE CSX” to describe a culture that emphasizes cooperative innovation and the value of each individual’s contributions to achieving shared objectives. Expanded learning and development opportunities, growth of employee-led business resource groups and implementation of a social justice action plan have all strengthened the Company’s commitment to valuing and developing employees. We are proud of the strideshave also introduced new elective benefits that offer comprehensive, holistic well-being. While the Company has made in building a world-class, diverse organization that is delivering transformational change ingreat strides to date, the rail industry and generating significant value for shareholders. That said, we remainCommittee remains focused on buildingsupporting initiatives to build an even more diverse, engaged and motivated workforce that will continue to deliver sustainable returns for shareholders. Our approachCEO TransitionTo successfully recruit a new CEO with the proven skills and experiences that would be most relevant and beneficial to talent management is based on the principles outlined below.THE CSX TALENT STRATEGY SUPPORTS ORGANIZATIONAL STRATEGYDiverseExperiences& Skills+MotivatedtoSucceed+WellCompensated+Right Role,Right NumberExecutive Compensation DecisionsIn 2017, the Company, implemented a new operating model that focuses on operating safely, optimizing asset utilization, controlling costs, improving customer service, and valuing and developing employees. While some questioned whether this operating model would work at a U.S. railroad, and particularly an eastern railroad, CSX led all U.S. class I railroads in operating performance, service performance and safety (lowest personal injury rate) at the end of 2019. During this period, the performance metrics for the short and long-term incentive plans have focused primarily on operating efficiencies and asset utilization.30 CSX Corporation 2020 Proxy StatementLetter from the Compensation and Talent Management CommitteeIn 2019, the Committee continued to emphasize operating performanceprovided Mr. Hinrichs with a competitive compensation package. As detailed in the Company’s short-term incentive plan while adding“Board of Directors’ Role in Succession Planning” subsection of the “Corporate Governance” section above, Mr. Hinrichs was identified as our top candidate for this position given his tested leadership experience in a large public company operating in a complex, industrial industry and his ability to guide our growth strategy and sustainability initiatives and lead a cultural transformation—including among our largely unionized workforce and prioritizing safety, measure to underscore the importance of employeediversity, equity and public safety. As a result of these measures and safety initiatives, we’re happy to report that, for 2019, the Company delivered an industry best 58.4% operating ratio, while also leading the industry in personal injury safety performance.In developing performance targets for the short and long-term incentive plans that support the Company’s operating and strategic initiatives,inclusion. However, the Committee reviews, among other factors,also built Mr. Hinrichs’ compensation package with our shareholders’ feedback in mind, particularly considering the Company’s annual and three-year business plans and global economic forecasts. The Committee’s ability to set appropriate and challenging performance goals is also impacted by other factors including, but not limited to, market and economic volatility, global trade dynamics,concern that was expressed in 2022 around the geopolitical environment and overall visibilityquantum of pay for short, medium and long-term forecasts. Each year,our CEO. Thus, the Committee reviews shorttransitioned to our new President and long-term incentive plan designCEO with a compensation package that the Committee believes strikes the appropriate balance of fairly compensating Mr. Hinrichs relative to ensure alignmentpeers and other S&P 500 CEOs, while aligning with the Company’s business strategy, key financial objectives, shareholder interests and environmental stewardship. To further this alignment,expectations.Moreover, reflecting our desire to align executive compensation with Company principles and the creation of long-term value for our shareholders, the Committee strives to:●utilize performance measures that have a strong correlation to long-term shareholder value creation;●ensure that a majority of the CEO’s and other named executive officer’s total compensation is at risk (90% of CEO pay is at risk);●strike the right balance between short and long-term incentives with significant weighting toward the long-term awards; and●use multiple financial performance metrics in both short and long-term incentive plans.While the Company’s performance has resulted in industry-leading shareholder returns over the last three years, the Committee is now focused on structuringdesigned Mr. Hinrichs’ compensation programsarrangement to drive the next stageinclude:nno buyout of the Company’s strategic growth plan. As we lookformer employer’s outstanding incentive awards or retirement arrangements;nparticipation in the CSX Management Incentive Compensation Plan (annual cash bonus) for the remainder of 2022 on a prorated basis from his start date through December 31st;na grant of performance units with a target grant value equal to $3.5 million in connection with the future, we believeperformance period 2022 through 2024, with the same performance goals as the Executive Vice Presidents to ensure alignment; andna new-hire inducement grant of restricted stock units valued at $3.5 million that the Company is now poised to capitalize on its superior customer service product to deliver compelling value for new and existing customers. To drive this next phase of the Company’s continuing transformation, we are committed to implementing compensation programs that drive sustainable growth while maintaining a focus on operating efficiency and safety.We look forward to the exciting opportunities ahead and are confident we have the leadership team, operational initiatives and strategic growth plan in place to lead the Company to new heights as it embarks upon the next phase of its transformation.While we realize shareholders have the opportunity to express their opinions through our annual say-on-pay vote, we also encourage additional shareholder feedbackwill cliff vest on the Company’s executive compensation programs, as detailed in the Compensation Discussion and Analysis. You may provide feedbackthird anniversary of grant to the Committee by sending correspondence to CSX Corporation, Office of the Corporate Secretary, 500 Water Street, C160, Jacksonville, Florida 32202. We routinely consider such input as we refine our compensation philosophy and talent management processes.Report of the Compensation and Talent Management Committee
The Compensation and Talent Management Committee has reviewed and discussed the Compensation“Compensation Discussion and AnalysisAnalysis” section with management. Based on its review ofand these discussions, the disclosures, the Compensation and Talent Management Committee recommended to the full Board of Directors that the Compensation“Compensation Discussion and AnalysisAnalysis” section be included in this Proxy Statement.Statement and incorporated by reference in the 2022 Annual Report on Form 10-K for filing with the SEC.
Steven T.
Halverson,ChairMarch 24, 2023
AlvaradoJohn D. McPherson
Riefler
WainscottJohn J.
ZillmerMarch 25, 2020WWW.CSX.COM 31This Compensation Discussion and Analysis (“CD&A”) describes the principles of the Company’s executive compensation programs, how those principles are applied and how the Company’s compensation programs are designed to drive executive performance and create sustainable long-term shareholder value. This CD&A focuses on the compensation of the Named Executive Officers (“NEOs”) as of December 31, 2019, who are listed below.NameTitle
James M. FootePresident and Chief Executive Officer (“CEO”)
Kevin S. Boone(1)Executive Vice President and Chief Financial Officer (“CFO”)
Jamie J. Boychuk(1)Executive Vice President – Operations, CSX Transportation, Inc. (“CSXT”)
Nathan D. GoldmanExecutive Vice President – Chief Legal Officer and Corporate Secretary (“CLO”)
Edmond L. HarrisExecutive Vice President – CSX
Frank A. Lonegro(1)Former Executive Vice President and CFO48(1)Mr. Lonegro separated from his position effective May 28, 2019. Messrs. Boone and Boychuk were promoted to their positions effective October 2, 2019.CSX continued its transformative journey in 2019 by achieving record operating performance while leading the U.S. rail industry in safety (lowest personal injury rate), service and efficiency. The Company has positioned itself for the next phase of its transformation: leveraging its improved service product to drive volume and revenue growth above industry levels and accelerate the conversion of freight volumes from highway to rail.
Key Business Highlights for 2019OPERATINGINCOMEOPERATINGRATIOFULLY-DILUTED EPSTOTALSHAREHOLDERRETURNCAPITAL RETURNED TO SHAREHOLDERS$4.97B58.4%$4.1718.0%$4.1B32 2022In 2022, CSX Corporation 2020 Proxy StatementCompensation Discussioncontinued to help solve the nation’s supply chain challenges and Analysis | Executive OverviewDriven by a commitment to be the best-run railroad in North America, CSX finished 2019 with the lowest operating ratio and the most consistent service. The Company’s record low operating ratio in 2019 was a result of intense focusdeliver on the Company’s five guiding principles as highlighted below. Improvedcommitments to its customers. Through improved network planning, and operational execution contributedand the hiring of train and engine service employees, the Company responded effectively to increased fuel efficiency, greaterthe network fluidity challenges faced early in the year and fewer crew starts. These efficiencies enableddrove significant service improvements that gained momentum into year-end. CSX shipped 6.2 million units of freight in 2022, driving operating income of $6.02 billion, an 8% increase over the Company toprior year, and earnings of $1.95 per share, a 16% increase itsfrom 2021.$6.02BOperating Income59.5%Operating Ratio$1.95Fully-Diluted EPS$5.58BCapital Returned to ShareholdersWith strong earnings, CSX generated $3.7 billion of free cash flow to support dividend payments to shareholders, stock repurchases andthat was used for continued investment in the CSXCompany’s rail infrastructure.infrastructure along with strategic growth projects and capital returns to our shareholders. The Company’s capital expenditures of approximately $1.65$2.1 billion for the year demonstrated ain 2022 increased by $300 million compared to 2021 and reflected its continued commitment to maintaining a safe world-classand reliable rail network that is positionedwhile investing in attractive, value-added initiatives to position the railroad for future growth. This investment in infrastructure along with increased operating efficiencies and improved asset utilization have provided the Company with a substantial capacity reserve to accommodate increased volumes as economic conditions improve and highway-to-rail conversions increase.
The Company’s commitment to being America’s safest railroad resultedsafety not only ensures a reliable network to serve customers, but also provides a safe workplace for employees and the communities in industry-leading safety performance in 2019, with the lowest personal injury rate of all U.S. Class I railroads. For the year, the Company improved its personal injury rate by 15%, and its train accident rate by 41%. These results were achieved bywhich CSX operates. Through an intense focus on key operating principles, leadershiptraining, CSX successfully onboarded over 2,000 train and consistent communication. The Company expandedengine service employees in 2022 and completed its number of front-line supervisors,second consecutive year without a work-related employee fatality. Providing a safe workplace in which employees embrace safety individually and developedas a team is essential to the Company’s success and delivered trainingwill continue to both Operationsbe a priority in 2023 to further reduce injuries and non-Operations leaders to help them understand their role in driving and supporting a culture of safety while achieving business results. This specialized training program provided front-line leadersaccidents. CSX has led the industry with the opportunitylowest average FRA-reportable injury rate since 2019.Operating Income Dollars in Millions 
Fully-Diluted Earnings Per Share 
Note: Results prior to advance their leadership while focusing on our guiding principles, cultivating decision-making, driving change2018 are restated for pension accounting change. 2017 reflects non-GAAP reported results, which excluded the impact of tax reform and promoting teamwork while ensuring continuous focus on safety. Leaders at all levels emphasizedrestructuring charges. All prior period EPS data has been retroactively adjusted to reflect the importanceimpact of strict adherence to critical rules that prevent life-changing injuries. In addition, new technologies, such as unmanned aerial vehicles for surveying Company assets and autonomous track-testing equipment, also supported safety improvement.Gains in operating performance continued throughout the year asthree-for-one split of the Company achieved record results for velocity, which improved 14% for the year to 20.5 miles per hour, and terminal dwell (the average time that cars spend in yards), which improved 9% for the year to 8.6 hours. Increased train speeds and reduced dwell resulted in faster, more reliable service for customers. CSX measures service performance by its ability to deliver customer-destined railcars and containers to the hour of their designated trip plans. CSX trip plan performance for the fourth quarter 2019 was 83% for carload freight and 96% for intermodal, improved from 67% and 73%Company’s common stock in the same period in the prior year, respectively.To further improve customer service, the Company realigned its Sales and Marketing organization in 2019 to better utilize resources, serve the supply chain needsform of customers and provide greater transparency into CSX network performance. The Company also rolled-out new technology tools for customers, including a trip plan performance tool for both carload and intermodal customers that provides them with insight into the Company’s service across individual service lanes. In addition, the Company substantially completed a rationalization of its intermodal network, which resulted in discontinued service on short-haul regional routes while focusing on growth opportunities in longer-haul lanes. This activity impacted intermodal revenue in the short-term but created capacity that will support long-term growth.WWW.CSX.COM 3349 2023 Proxy Statement Compensation Discussion and Analysis | Executive Sustainable GrowthIn 2022, CSX made meaningful progress on its growth strategy. With strong support from customers and other key stakeholders, on April 14, 2022, CSX received regulatory approval for the acquisition of Pan Am Systems, Inc. (“Pan Am”). With such approval, CSX quickly moved to integrate this rail network that expanded the Company’s reach in Connecticut, New York and Massachusetts while adding Vermont, New Hampshire and Maine to the Company’s existing network. CSX completed its acquisition of Pan Am on June 1, 2022.Additionally, CSX’s acquisition of Quality Carriers, Inc. (“Quality Carriers”) in 2021 continues to drive growth and provide a more comprehensive transportation service for the Company’s bulk liquid customers. Quality Carriers is the largest provider of bulk liquid chemicals truck transportation in North America. Through a network of over 100 company-owned and affiliate terminals and facilities in key locations throughout the United States, Canada and Mexico, Quality Carriers provides transportation services to many of the leading chemical producers and shippers in North America. The integration of Quality Carriers has enabled CSX to extend the reach of its network, including through expanded first and last-mile services for its customers, and gain access to new products, markets and regions through a unique and competitive multimodal solution that leverages the reach of truck transportation with the sustainable advantage of rail-based services.At CSX, we recognize that rail plays an integral role in keeping our customers’ businesses and the broader supply chain economy moving across North America. As the most fuel-efficient mode of land-based freight transportation (on average, freight railroads are three to four times more fuel efficient than trucks and produce 75% fewer GHG emissions), railroads like CSX also have a tremendous responsibility to lead by example in how we address climate change—both in terms of our own operations and our broader engagement. CSX’s customers are leveraging rail service now more than ever as an opportunity to reduce their own carbon footprint while optimizing their supply chains, in support of the transition to a lower-carbon economy.As we pursue truck-to-rail conversions across the markets that we serve, we are actively promoting rail’s sustainable advantages to our customers. Giving visibility through data, including our enhanced Carbon Calculator, CSX is able to provide our customers with real, measurable climate footprint savings across the entire supply chain. In 2022, CSX averaged moving a ton of freight greater than 500 miles on a single gallon of fuel, and CSX customers avoided emitting 12.5 million tons of carbon dioxide by choosing to ship with CSX versus truck.In 2022, CSX helped our customers avoid carbon dioxide emissions equivalent to: Carbon Sequestered in 1.6MHomes’ Electricity Usefor One Year2.7MPassenger Vehicles Drivenfor One Year206MTree Seedlings Grownfor 10 Years17.7MAcres of U.S. Forestsin One YearMoving forward, CSX will not only continue to maximize existing tools and technologies—by piloting and advancing new technologies that should provide fuel savings like Trip Optimizer’s Zero-to-Zero function—but will also continue to explore and lead the charge with emerging technologies and alternative fuel sources that can be utilized in the future and keep CSX at the forefront of delivering best-in-class efficiencies.50 Say on Pay and Shareholder EngagementAt our 2022 Annual Meeting, our advisory resolution to approve the compensation of the Company’s NEOs received 60% support, well below our expectations. Concerns around this resolution even before the 2022 Annual Meeting were raised by certain interested parties, which led to the Committee and management quickly initiating robust engagement calls with several of our largest shareholders to better understand the referendum on our executive compensation program and the specific related concerns of our investors. As such, in the spring we contacted nine shareholders, representing approximately 34.9% of shares outstanding, and met with governance teams of seven shareholders, representing approximately 33.5% of shares outstanding—based on share ownership as of March 31, 2022. These calls were led by the Chairs of both the Committee and the Governance and Sustainability Committee, along with our Chief Legal Officer, Chief Administrative Officer and/or Head of Investor Relations and employees from the departments of these executives.Coming out of the spring engagement efforts before the 2022 Annual Meeting, we noted that concerns around the following issues emerged:nthe use of Committee discretion in our short-term incentive plan without sufficiently robust disclosures on the Committee’s reasoning for applying upward individual performance adjustment(s);nthe overall quantum of our CEO pay;nthe proportion of our executive pay that is performance based; andnthe level of our CEO perquisites.The Committee thoughtfully considered those concerns, and, in conjunction with our independent executive compensation consultant, undertook a comprehensive review of our executive compensation program and began designing, implementing and considering responsive changes. Our actions included:ntransitioning to a new President and CEO with a compensation package that is intended to strike the appropriate balance of fairly compensating him relative to peers and other S&P 500 CEOs, while aligning with shareholder interests and expectations;ncapping the new President and CEO’s personal use of corporate aircraft to $175,000 annually;ncommitting to more fulsome and specific disclosure of our executive compensation program and resulting payouts;nre-evaluating the circumstances under which individual performance adjustment(s) might be appropriate, and, when made, committing to providing adequate disclosure of the specific rationale; andnreviewing the equity mix and metrics used in our long-term incentive plan.To then more substantially engage with our shareholders following the results of our 2022 Annual Meeting, we intentionally structured, and subsequently enacted, a robust fall outreach and engagement approach, heavily focused on our shareholders who voted against our 2022 say-on-pay proposal in order to be responsive to shareholder concerns. We contacted our top 50 shareholders, comprising 41uniquefirms, representing approximately 56.6% of shares outstanding, and received a declination (generally due to no questions or concerns) from or met with governance teams of 12 shareholders, representing approximately 32.1% of shares outstanding—based on share ownership as of September 30, 2022. Our goal with such approach was to obtain their feedback on the say-on-pay vote and effectively communicate to our shareholders our initial compensation-related structure for our new President and CEO and proposed changes to our executive compensation program. The majority of the meetings initiated from our fall outreach efforts were likewise led by the Chairs of both the Committee and the Governance and Sustainability Committee, supported by our Chief Legal Officer, Chief Administrative Officer and/or Head of Investor Relations and employees from the departments of these executives. The Committee was able to gather shareholder feedback and perspectives on these initial efforts and proactive input on further actions to be taken.Specific shareholder feedback and corresponding actions taken by the Committee are comprehensively reflected in the tables below. Overall, our shareholders have generally indicated support for the changes and caps in connection with our new President and CEO’s compensation and our commitment to provide more fulsome disclosure of rationale for our compensation decisions. They have expressed a desire to see an increase in the representation of performance shares in our incentive equity mix, with one shareholder expressing a preference for the use of longer vesting periods for our equity awards. We are making changes to our 2023 executive compensation program accordingly, as described below.For more information, the “Shareholder Outreach and Engagement” subsection of the “Corporate Governance” section beginning on page 37 of this Proxy Statement details our policies and practices regarding shareholder engagement generally.51 2023 Proxy Statement Compensation PracticesOur 2022 Say-on-Pay Shareholder Outreach Summary Engagement OverviewThrough our spring outreach efforts before the 2022 Annual Meeting, we contacted nine shareholders, representing approximately 34.9% of shares outstanding.* We held calls with governance teams of sevenshareholders, representing approximately 33.5% of shares outstanding,* primarily to understand any concerns around our 2022 proposals and disclosures.Through our fall outreach efforts after the say-on-pay vote, we contacted our top 50 shareholders, comprising 41uniquefirms, representing approximately 56.6% of shares outstanding.* We received a declination (generally due to no questions or concerns) from or met with governance teams of 12 shareholders, representing approximately 32.1%of shares outstanding.*CSX ParticipantsnMembers of our Board of Directors—notably the Chairs of the Committee and the Governance and SustainabilityCommitteenOur Chief Legal Officer, Chief Administration Officer and/or Head of InvestorRelationsnEmployees from different CSX departments, such as investor relations, legal and executive compensationKey Engagement TopicsnExecutive compensation, including anticipated changes to our program in response to shareholderfeedbacknESG initiatives and achievements and CompanyculturenCorporate governance practices, including Board composition, diversity and leadership changesFeedback from our ShareholdersExecutive CompensationThrough our spring outreach efforts, we were able to identify concerns regarding certain elements of our executive compensation program. Each of these particular concerns and our initial responsive actions are listed in the table below and described throughout this CD&A section.The shareholder engagement meetings initiated from our fall outreach efforts have been significantly focused on reactions to these changes to our executive compensation program in response to the preceding shareholder feedback, again, as discussed in greater detail throughout this CD&A section. Our shareholders have indicated broad support for the overall changes and caps in connection with our new CEO’s compensation and our commitment to provide more fulsome disclosure of rationale for our compensation decisions. They have expressed a desire to see an increase in the representation of performance shares in our incentive equity mix, with one shareholder expressing a preference for the use of longer vesting periods for our equity awards. We have implemented additional actions responsive actions, which are also listed in the table below and described throughout this CD&A section.ESGOur shareholders have also generally indicated support of our ESG initiatives and achievements, and a desire to see more related press on our sustainability efforts.Corporate GovernanceMoreover, our shareholders have generally indicated consideration of our Board composition and director commitments, and a desire for more diversity.* Based on ownership figures as of March 31, 2022 for spring outreach and September 30, 2022 for fall outreach.Shareholder Feedback Action Taken by the Committee CEO PayMagnitude
•Transitioned to a new President and CEO at a target compensation level 22% lower than the previous incumbentExcessive CEOPerquisites•Capped the new President and CEO’s personal use of corporate aircraft to $175,000 annuallyUse of Discretion inMICP Program•Committed to more fulsome and specific disclosure of our Management Incentive Compensation Plan (the “MICP”) program and resulting payouts•Re-evaluated the circumstances under which individual performance adjustment(s) might be appropriate, and determined that such circumstances should be exceptionalPerformanceOrientation of LTIP•Reviewed the equity mix and metrics used in the Long-Term Incentive Plan (the “LTIP”) that best support CSX’s business strategy over the next several years•Increased the weighting of performance units from 50% to 60% for the 2023-2025 LTIP cycle52 Compensation Discussion and AnalysisCompensation Program Objectives and DesignObjectives of CSX’s Executive Compensation ProgramThe primary objectives of the Company’s executive compensation programsprogram are to:●Engage and reward executives for extraordinary results that will maximize shareholder value;●Reinforce a pay-for-performance culture with a significant portion of the NEO’s total compensation at risk; and●Implement short and long-term incentive compensation programs that have stretch targets that drive operational performance and financial results.nattract, engage and reward executives for extraordinary results that create shareholder value;nreinforce a pay-for-performance culture with a significant portion of each NEO’s total compensation at-risk; andnimplement short and long-term incentive compensation plans with stretch targets that drive strong financial results in achieving sustainable growth and take into account ESG expectations of shareholders.Alignment with Leading Governance PracticesThe Committee has established an executive compensation programsprogram that incorporateincorporates leading governance principles.practices. Highlighted below are our executive compensation practices that drive performance and support strong corporate governance.
CSX Executive Compensation Practices Include:
CSX Executive Compensation Practices Do NOT Include / Allow:
is performance-basedperformance based
to review our executive compensation programsprogram and provide an annual risk assessment
President-level executives and above and
non-employee directorsChange of controlnDouble trigger in change-of-control agreements require a double-trigger (i.e.for
severance payouts (i.e., change of control plus termination) for severance purposes
compensation plans
nRe-pricing of underwater options without shareholder approvalgross upsgross-ups
common stocknVesting of equity awards with less than a one-year periodFactors Considered in Determining Executive CompensationThe Committee annually evaluates competitive market data for the NEOs, including base salary and short and long-term incentives, with that of similar positions at peer railroads and general industry companies and peer railroads that are part of thean established comparator group. Forgroup for executive compensation purposes of evaluating targeted compensation amounts for the NEOs, the Committee reviews market data at the 25th, 50th and 75th percentiles of the comparator group.(the “Comparator Group”). The Committee considers the following factors, among others, in evaluating target compensation levels:●Contribution to the Company’s financial results;●Effectiveness in developing and implementing the Company’s business strategy to support operating and financial performance;●Performance compared to the specific goals, objectives and measures determined for CSX and for the individual executive at the beginning of the year;●Contribution in creating a culture that aligns with transformational business goals, as well as reinforcing focus on the Company’s guiding principles; and●The nature, scope and level of the executive’s responsibilities internally relative to other executives and externally based on the comparator group.34 CSX Corporation 2020 Proxy Statementneffectiveness in developing and implementing the Company’s business strategy to support financial and operating performance;Tablencontribution to the Company’s financial results;nindividual performance, criticality of ContentsCompensation Discussionthe role and Analysis | Executive Compensation Practicesncontribution to creating an employee culture that aligns with transformational business goals and reinforces the Company’s guiding principles; andnnature, scope and level of the executive’s responsibilities internally relative to other executives and externally based on the Comparator Group.In keeping with past practices, and in consultation with its independent compensation consultant, the Committee developed a customized comparator groupthe Comparator Group for 20192022, which was comprised of 1420 primarily U.S.-based companies and North American railroads, (the “Comparator Group”) to help guideshape executive compensation decisions at CSX. The Committee annually assesses and approves the Comparator Group to ensure that it reflects market characteristics comparable to those of the Company, including revenue, assets, net income, market capitalization, number of employees, industry type and business complexity. In addition, the Committee reviews the degree of overlap with peer companies identified by the proxy advisory peer companies.firms ISS and Glass Lewis. As a result of its review, the Committee approved the following Comparator Group for 2019.20192022 compensation purposes, organized by market capitalization and revenue.53 2023 Proxy Statement Compensation Discussion and Analysis2022 COMPARATOR GROUPMarket Capitalization as of December 31, 2019
2022(in millions)*Revenue as of Fiscal Year-end 2019
Year-End 2022(in millions)
All Values* While Kansas City Southern (“KCS”) is part of the 2022 Comparator Group, it was no longer publicly traded as of December 2021. Thus, there was no market capitalization data for KCS as of December 31, 2019Role of the Independent Compensation ConsultantPursuant to its charter, the Committee has sole authority to select, retain and terminate any consultant used to assist the Committee in fulfilling its duties. ThePrior to June 2022, the Committee has retained an independent compensation consultant,had engaged Meridian Compensation Partners, LLC (the “Consultant”(“Meridian”), to provide objective analysisadvise on executive and to assist indirector compensation matters. In connection with the development andCommittee’s holistic evaluation of the Company’s executive compensation programs.program following the results of the 2022 “Say-on-Pay” vote, in August 2022, the Committee engaged Pay Governance, LLC (the “Consultant”) to advise on executive and director compensation matters going forward. The Consultant provides objective analysis and assists in the evaluation and development of the Company’s executive compensation program. The Consultant reports directly to the Committee chair,Chair, and generally attends all meetings where the Committee evaluates the overall effectiveness of the executive compensation programs or where the Committeeprogram and analyzes or approves executive compensation. The Consultant is paid on an hourly fee basis, with such hourly rates approved by the Committee annually.The Consultant’s Role and ResponsibilitiesnAnalyze competitive practices, financial information, total shareholder return and other performance data in relation to the Company’s executive compensation philosophy and programnReview compensation governance practices, including by performing an annual risk assessment related to the Company’s executive compensation programnReview performance targets and assess performance against targets for the Company’s short and long-term incentive plans to ensure they drive appropriate behaviornBenchmark executive and director compensationnAssess short and long-term incentive plan design in the context of the Company’s business goals, shareholder value creation, employee engagement and market and governance practicesnProvide regular updates to the Committee with respect to current trends and developments in legislative and regulatory activity, executive compensation program design and governancenAssist in the development of the executive compensation comparator group each yearnConsult with the Committee Chair to plan and prioritize Committee agenda items54 Compensation Discussion and AnalysisThe Committee reviews the performance and independence of the Consultant on an annual basis, at which time it decides whether to renew the Consultant’s annual engagement. Each year, the Committee considers all appropriate information relating to the independence of the Consultant and its professionals involved in the work performed for, and advice provided to, the Committee. In 2019,2022, the Committee determined that: (i) the relationships and work of the Consultant and itsMeridian and their professionals did not present any conflict of interest; and (ii) the Consultant and itsMeridian and their professionals arewere independent for the purpose of providing advice to the Committee with respect to matters relating to the compensation of the executives and non-employee directors of the Company.WWW.CSX.COM 35Compensation DiscussionIn 2022, the Consultant played a key role in helping the Committee review, assess and Analysis | Executive Compensation PracticesConsultant’s Role and Responsibilities
Analyzing competitive practices, financial information, stock price and other performance data in relation to the Company’s executive compensation philosophyReviewing compensation governance practices, including an annual risk assessment related to the Company’s compensation plansReviewing performance targets and assessing performance against targets for the Company’s short and long-term incentive plansAssessing compensation plan design in the context of the Company’s business goals, shareholder value creation and employee engagementProviding regular updates to the Committee with respect to current trends and developments in legislative and regulatory activity, compensation program design and governanceAssisting in the development of a comparator group of companies for compensation comparison purposesConsulting with the Committee chair to plan and prioritize Committee agenda itemsThe Committee believes an appropriately structured executive compensation programsprogram should take into consideration enterprise risks and discourage behavior that leads to inappropriate increases in the Company’s overall risk profile. Accordingly, the Committee and its Consultant regularly review the Company’s enterprise risks and executive compensation plan designprogram to consider whether the plans motivate the appropriate behaviors and mitigate unnecessary or excessive risk-taking.Each year, the Committee reviews a risk assessment prepared by management and the Consultant that focuses on the structure, key features and risk mitigatingrisk-mitigating factors included in the Company’s executive compensation programs.program. This risk assessment:●Describes the process for establishing the Company’s executive compensation programs;●Reviews potential risks and mitigating factors related to the Company’s executive compensation programs;●Analyzes the relationship between the executive compensation programs and the Company’s enterprise risks identified through the Company’s business risk mitigation process; and●When appropriate, provides recommendations for potential enhancements to further mitigate compensation risks.ndescribes the process for establishing the Company’s executive compensation program;nreviews potential risks and mitigating factors related to the Company’s executive compensation program;nanalyzes the relationship between the executive compensation program and the Company’s risks identified through the Company’s enterprise risk management process; andnwhen appropriate, provides recommendations for potential enhancements to further mitigate executive compensation risks.The risk assessment, which includes a summary of all executive compensation programselements and participation,total rewards, helps the Committee evaluate: (i) the nature of the risks inherent in the Company’s executive compensation programs;program; and (ii) whether the Company has designed and implemented appropriate risk management processes that foster a culture of risk-awareness.In 2019,2022, this assessment led to a conclusion by management, which was affirmed by the Consultant, that the Company’s executive compensation programs of the Company wereprogram was appropriately designed to mitigate compensation risk. As a result, the Committee believes that any risks arising from its executive compensation policies and practices are not likely to have a material adverse effect on the Company.36 CSX Corporation 2020 Proxy StatementCompensation Discussion and Analysis | Elements of the Company’s 2019 Executive Compensation ProgramsExecutive Compensation Program Features that Serve to Mitigate RiskExecutive Compensation Program Features that Serve to Mitigate RisknCompensation is appropriately balanced betweenbetween: (i) fixed and variable compensationcompensation; and (ii) short and
long-term incentivesnSignificant weighting towards long-term incentive compensation discourages short-term risk-takingMultiple long-termnLong-term incentive compensation vehiclesplans utilize performance units, non-qualified stock options and restricted stock units with overlapping vesting periods are used, including performance units and non-qualified stock optionsfor outstanding plan cycles nPerformance measures for short and long-term incentive awards reinforce the Company’s business goalsnClawback provisions in short and long-term incentive plans require repayment of awards in certain circumstancesnFinancial performance measures have a strong relevant correlation to long-term shareholder value creationnMultiple financial performance measures in the short and long-term incentive plans provide a balanced approach and limit specific focus and behaviors to enhance results related to a single metric nShort and long-term incentive awards include maximum payout caps on financial performance measures for NEOsnInternal controls over the measurement and calculation of performance measures protect data integritynShare ownership guidelines reinforce alignment of executive and shareholder interests55 2023 Proxy Statement Compensation Discussion and AnalysisElements of the Company’s 20192022 Executive Compensation ProgramsAs an organization focused on pay-for-performance, CSX provides competitive total compensation opportunities in line with similar Comparator Group companies. The Committee reviews the performance and accomplishments of each executive to ensure short-term incentive payouts that are consistent with the Company’s overall executive compensation program objectives.The Committee makes its decisions concerning the specific compensation elements and total compensation paid or awarded to the Company’s NEOs within the framework described herein.executive compensation framework. The objective is to provide total compensationrewards opportunities that are competitive with those offered by companies in the Comparator Group withand that appropriately incentivize individual performance and drive shareholder value creation.The actual paymentamount of incentive compensation paid is dependent upon both the achievement of both the Company performance goals and individual performance. The Committee bases its decisions on whetherreviews the goals, performance and accomplishments of each award provides an appropriateNEO annually to ensure incentive for individual performance that ispayouts are consistent with the Company’s executive compensationoverall performance and business objectives.Pay ElementFormPerformanceObjectiveSalaryPay ElementForm 
Objective Salary
Cash Based on assessment of each NEO’s scope of responsibilities, individual performance, experience and long-term shareholder value creationcontribution Recruit, engage and
retain talented,
high-performing leadersexecutivesShort-Term
Incentives
Cash The Company’s performance measures for the cash awards2022 Management Incentive Compensation Plan (MICP) and weightings at target are:●nOperating Income (30%)●nOperating Ratio (30%)●SafetynInitiative-Based Revenue Growth (10%)IndividualnSafety (10%) – Personal Injury and
Train Accident RatesnFuel Efficiency (10%)nTrip Plan Compliance (10%)Under the MICP’s terms, individual performance is also considered forin determining the final payout for
the executiveMotivate and reward executives and eligible employees for driving Company performance within a one-year period Long-Term
Incentives
●nPerformance
Units (50%)●nNon-qualified
Stock
Options (25%)nRestricted Stock
Units (25%)The performance measures and weightings for the performance units issued as part of the
2022–2024 Long-Term Incentive Plan (LTIP) are:●nAverage Annual Operating RatioIncome Growth Rate Percentage (50%)●FreenCSX Cash FlowEarnings (50%)FormulaicPerformance Units are subject to a formulaic linear Relative Total Shareholder Return modifier of +/- 25% with 250% maximum payout allowed should the financial metrics achieve maximum performanceNon-qualified Stock Options vest ratably over three years and only have value if the price of CSX’s common stock increases after grantRestricted Stock Units cliff vest three years from the grant dateMotivate and reward executives to drive strategic initiatives that create shareholder value over a three-year period 56 Compensation Discussion and AnalysisThe Company also provides retirement and other health and group benefits, a non-qualified deferred compensation plansplan and limited perquisites. The NEOs generally participate in the same benefit programs as all eligible management employees.WWW.CSX.COM 37Compensation Discussion and Analysis | Elements ofThe performance metrics included in the Company’s 2019 Executive Compensation Programs2019 Target Compensation Mix for the CEO and Other NEOsThe Company’s executive compensation philosophy requires that a substantial portion of total compensation be at-risk and consist of performance-based incentives that link to CSX’s financial and operating results. In addition, the Committee strives to strike an appropriate balance between short and long-term compensation. The mix between fixed and variable compensation and short and long-term compensation is designed to align the NEOs’ financial incentives with shareholder interests. In 2019, 90% of the CEO’s targeted Total Direct Compensation was performance-based and at-risk.
James M. FootePresident and Chief Executive OfficerAge66Tenure2.5 yearsResponsibilitiesMr. Foote has served as President and Chief Executive Officer since December 2017. He joined CSX in October 2017, as Executive Vice President and Chief Operating Officer, with responsibility for both operations and sales and marketing. Mr. Foote has more than 40 years of railroad industry experience. Most recently, he was President and Chief Executive Officer of Bright Rail Energy. Before heading Bright Rail, he was Executive Vice President, Sales and Marketing with Canadian National Railway Company. At Canadian National, Mr. Foote also served as Vice President – Investor Relations and Vice President Sales and Marketing – Merchandise.2019 Accomplishments●Led the Company to historical financial and operating performance including the Company’s first ever sub-60% (58.4% actual) operating ratio●Improved personal injury safety performance to the best in the rail industry●Drove year-over-year operating performance improvements that resulted in industry-leading customer service●Developed, aligned and communicated key organizational messages and financial targets2019 Target Compensation
Base Salary:$1,250,000Target Annual Bonus:$1,750,000Target Long-Term Incentives:$10,000,000Target Total Direct Compensation:$13,000,00038 CSX Corporation 2020 Proxy StatementCompensation Discussion and Analysis | Elements of the Company’s 2019 Executive Compensation Programs
Kevin S. BooneExecutive Vice President and Chief Financial OfficerAge42Tenure2.6 yearsResponsibilitiesMr. Boone has served as Executive Vice President and Chief Financial Officer since October 2019. In this role, he is responsible for all financial aspects of the Company’s business including financial and economic analysis, accounting, tax, treasury, real estate and purchasing activities. Mr. Boone has more than 18 years of experience in finance, accounting, mergers and acquisitions, and transportation performance analysis. He joined CSX in September 2017, as Vice President of Corporate Affairs and Chief Investor Relations Officer and was later named Vice President, Marketing and Strategy leading research and data analysis to advance growth strategies for CSX.2019 Accomplishments●Generated more than $200 million of incremental free cash flow through working capital initiatives and improved capital efficiency●Exceeded annual free cash flow and operating targets despite macro driven revenue headwinds●Developed and implemented new cost plan to mitigate impact of unfavorable freight volume environment2019 Target Compensation
Base Salary:$475,000Target Annual Bonus:$427,000Target Long-Term Incentives:$2,000,000Target Total Direct Compensation:$2,902,000
Jamie J. BoychukExecutive Vice President – OperationsAge42Tenure2.7 yearsResponsibilitiesMr. Boychuk has served as CSXT’s Executive Vice President – Operations since October 2019. In this role, he is responsible for mechanical, engineering, transportation and network operations. Since joining CSXT in 2017, he has held the positions of Senior Vice President of Network, Engineering, Mechanical and Intermodal Operations; Vice President of Scheduled Railroading; and Assistant Vice President of Transportation Support. Mr. Boychuk previously worked at Canadian National Railway, where he served for 20 years in various operational roles of increasing responsibility.2019 Accomplishments●Achieved industry-leading Federal Railroad Administration (“FRA”) personal injury rate • Drove record operating performance levels●Reduced Train & Engine (“T&E”) employee crew starts contributing over $100 million in annual savings●Achieved record levels of fuel, locomotive and T&E efficiencies2019 Target Compensation
Base Salary:$500,000Target Annual Bonus:$450,000Target Long-Term Incentives:$2,000,000Target Total Direct Compensation:$2,950,000WWW.CSX.COM 39Compensation Discussion and Analysis | Elements of the Company’s 2019 Executive Compensation Programs
Edmond L. HarrisExecutive Vice PresidentAge70Tenure2.2 yearsResponsibilitiesMr. Harris has served as Executive Vice President of CSXT since October 2019. In this role, he is responsible for safety, performance metrics, operational planning, and facilities. In 2018, he joined CSXT as Executive Vice President of Operations. Mr. Harris has more than 40 years of railroad industry experience. His previous experience also includes having served as Chief Operations Officer at Canadian Pacific. He also served as Executive Vice President of Operations at Canadian National.2019 Accomplishments●Enhanced safety compliance and achieved industry-leading FRA personal injury rate●Optimized rail assets and resources enhancing overall Company productivity and cost savings●Advanced preliminary labor bargaining and strategy development●Delivered frontline supervisor training to accelerate decision-making, improve leadership skills and drive operating improvements and organizational change2019 Target Compensation
Base Salary:$600,000Target Annual Bonus:$540,000Target Long-Term Incentives:$2,000,000Target Total Direct Compensation:$3,140,000
Nathan D. GoldmanExecutive Vice President– Chief Legal Officer andCorporate SecretaryAge62Tenure16 yearsResponsibilitiesMr. Goldman has served as Executive Vice President, Chief Legal Officer and Corporate Secretary of CSX since November 2017. In this role, he directs the Company’s legal affairs, government relations, risk management, public safety, environmental, corporate communications and internal audit functions. During his 16 years with the Company, Mr. Goldman has previously served as Vice President of Risk Compliance and General Counsel and has overseen work in compliance, risk management and safety programs.2019 Accomplishments●Worked with governors and legislatures to secure over $220 million in state infrastructure grants●Successfully secured a $125 million Infrastructure for Rebuilding America (INFRA) grant●Managed critical litigation to successful conclusions●Actively engaged on critical legislation impacting the Company’s competitive interests●Secured listing on the Dow Jones Sustainability Index - North America for the ninth year in a row2019 Target Compensation
Base Salary:$500,000Target Annual Bonus:$450,000Target Long-Term Incentives:$2,000,000Target Total Direct Compensation:$2,950,00040 CSX Corporation 2020 Proxy StatementCompensation Discussion and Analysis | 2019 Base SalaryThe Committee determines a base salary for each executive centered on its assessment of the individual’s scope of responsibilities, performance, experience, and long-term shareholder value creation. The Committee also considers salary data for similar positions within the Comparator Group. Base salary may represent a larger or smaller percentage of total compensation if actual Company and individual performance under the2022 short and long-term incentive plans discussed herein fall shortnot only align to the overall objectives of or exceed pre-established performance targets.2019 Short-Term Incentive CompensationThethe executive compensation program, but also support the Company’s 2019 Management Incentive Compensation Plan (the “2019 MICP”) was designed to reward executivescontinued focus on sustainable growth and eligible employees for driving Company performance over a one-year period. As discussed earlier in the CD&A, the Committee annually reviews the goals and measures used to drive business results and createshareholder value for shareholders. Each NEO has an incentive opportunity expressed as a percentage of base salary earned during the year (“Target Incentive Opportunity”). In 2019, the Target Incentive Opportunity level for Mr. Foote was increased to 140% to align with external peers. The Target Incentive Opportunity level for Messrs. Boone, Boychuk, Goldman, Harris and Lonegro remained unchanged at 90% of base salary.2019 MICP Performance MeasuresThe 2019 performance measures reflect critical drivers of CSX’s business success:2022 Incentive Plan Award Performance Metric How Metric Supports Sustainable Growth 2022 Short-Term
Incentive Plan (MICP)Operating Income Directly tiednUsed to Operating Ratio targets and gaugesgauge the general health of the core business - quantifying our profitability.Company and to quantify operating profit marginnAligns with the Company’s objective of profitable growthA keynKey indicator of the Company’s efficiency.Ensuring we are maximizingefficiencynEncourages the value of our service product, as well as ensuringCompany to deliver results that our processes are safe and cost efficient are main themes of our guiding principles.grow the business while optimizing assetsInitiative-Based Revenue Growth nMeasures the Company’s ability to gain additional business on the CSX network through growth with new and existing customersnDirectly supports profitable growth by driving operating incomeAdded in 2019, FRA Personal Injury and Train Accident rates underscorenReinforces the critical importance of intensifying our focus on injury and accident prevention.The goal is to improve our prior year safety results — which requires greater focus on 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.Safety isoperatenConsists of FRA Personal Injury Rate (5%) and Train Accident Rate (5%)Trip Plan Compliance nEnsures the Company successfully executes the service plan for customers’ shipments based on our commitmentsnFocuses on reliable and accurate service for customersFuel Efficiency nIndicates the Company’s fuel productivity over the distance travelednSupports environmental stewardship by reducing carbon emissions2022-2024 Long-Term
Incentive Plan (LTIP)Average Annual Operating
Income Growth Rate PercentagenMeasures the average increase in operating income for each year of the LTIP cyclenAligns with the Company’s objective of profitable growthCSX Cash Earnings nMeasures the Company’s ability to grow operating income while remaining focused on cost control and asset utilizationnEncourages investments in growth projects that earn more than an expected rate of returnRelative Total Shareholder Return nDesigned to appropriately align NEO payouts with share price performance relative to a top prioritytransportation-related peer group57 2023 Proxy Statement Compensation Discussion and Analysis2022 Target Compensation Mix for the CEO and Other NEOsThe Company’s executive compensation philosophy requires that a substantial portion of total compensation be at-risk and consist of performance-based incentives that are linked to CSX’s financial and operating results. In addition, the Committee strives to provide an appropriate balance between short and long-term incentive compensation. The mix between fixed and variable compensation and short and long-term incentive compensation is designed to align the NEOs’ financial incentives with shareholder interests. The target compensation mix for each of the NEOs is shown below. In 2022, the percentage of Mr. Hinrichs’ total target compensation that was variable and at-risk was 95% and the average for the other NEOs (other than Mr. Foote) was approximately 85%.Joseph R. Hinrichs Sean R. Pelkey Kevin S. Boone President and Chief
Executive OfficerExecutive Vice President and Chief Financial Officer Executive VicePresident – Sales & Marketing
Jamie J. Boychuk Stephen Fortune James M. Foote Executive VicePresident – OperationsExecutive Vice President andChief Digital & Technology OfficerFormer President and Chief Executive Officer 
Salary 
Short-term Incentives 
Performance Units 
Stock Options 
RSUs In September 2022, Mr. Hinrichs succeeded Mr. Foote as President and Chief Executive Officer, and 95% of Mr. Hinrichs’ targeted Total Direct Compensation was variable and at-risk. In 2022, 91% of Mr. Foote’s targeted Total Direct Compensation was variable and at-risk. The decrease in the targeted Total Direct Compensation from Mr. Foote to Mr. Hinrichs is a result of lower short and long-term target incentive opportunities for Mr. Hinrichs. Mr. Hinrichs received a prorated 2022 MICP award based on his hire date and did not receive the full 2022-2024 target LTIP award granted to the other NEOs in February 2022. As such, he received performance units with a target value of $3.5 million and based on performance measures included in the 2022-2024 LTIP to align with the other NEO awards. Mr. Hinrichs also received an inducement award of restricted stock units with a target value of $3.5 million.Mr. Foote continued in his employment with CSX as a Special Advisor providing key transition-related services to CSX and Mr. Hinrichs through December 31, 2022, at which time he retired from CSX and continued as a consultant for an additional three-month period through March 31, 2023. The transition and consulting compensation arrangements provided to Mr. Foote are described under “Post-Employment Compensation for Former CEO James M. Foote” on page 85 of this Proxy Statement.58 Compensation Discussion and Analysis2022 Compensation DecisionsCSX provides competitive total compensation opportunities in line with similar Comparator Group companies with a focus on pay for performance and shareholder value creation. All compensation decisions for the CEO are made by the non-management members of the Board, and all compensation decisions for the other NEOs are made by the Committee in consultation with the CEO. This rigorous review process is designed to ensure that executive compensation reflects considerations based on market practice, internal equity and the business needs of CSX. In September 2022, James M. Foote stepped down as President and CEO of the Company into an advisor role, continuing his employment, when the Board of Directors appointed Joseph R. Hinrichs as President and CEO.The Committee selected Mr. Hinrichs to succeed Mr. Foote as President and CEO to continue driving the Company’s growth and delivering for our shareholders, based on his proven and relevant track record around operational excellence, serving customers and building a company culture of trust and strong employee engagement. The Committee recognized, based on feedback received during our spring shareholder engagement efforts, that the overall quantum of CEO pay was a concern to some shareholders. As a result, the Committee approved an overall compensation package that is intended to strike the appropriate balance of fairly compensating Mr. Hinrichs relative to peers, the Comparator Group and other S&P 500 CEOs, while aligning with shareholder expectations. Further, no buyout of any of Mr. Hinrichs’ former employer’s outstanding incentive awards or retirement arrangements was provided.Another area of concern expressed by some stakeholders during our spring shareholder engagement process was excessive CEO perquisites. As such, Mr. Hinrichs’ personal usage of the corporate aircraft is capped at $175,000 annually, where previously no cap was in place. Mr. Hinrichs’ compensation package also included:(i)a base salary of $1,400,000;(ii)participation on a prorated basis in the Company’s short-term incentive plan (MICP) from September 2022 through December 2022, which is the same provision for all new management employees of the Company;(iii)a grant of performance units with a target grant value equal to $3.5 million in connection with the performance period 2022 through 2024, with the same performance goals as the Executive Vice Presidents to ensure alignment; and(iv)a new-hire inducement grant of restricted stock units valued at $3.5 million that will cliff vest on the third anniversary of the grant date.To better demonstrate and provide support for our 2022 compensation decisions, the scorecards below include biographical information and career highlights for each NEO, along with their respective 2022 accomplishments and an overview of their actual compensation. Unlike the charts above, which show the target compensation mix for each of the NEOs, the actual compensation charts below include 2022 base salary earnings, 2022 MICP payouts based on Company and individual performance and long-term incentives (“LTIs”) granted in 2022. The percentage of LTIs that is performance based is calculated by the amount of performance units granted divided by the total LTI awards granted.59 2023 Proxy Statement Compensation Discussion and AnalysisJoseph R. Hinrichs, 56President and Chief
Executive OfficerTenure 0.5 years
Sean R.
Pelkey, 43Executive Vice President and Chief Financial OfficerTenure 17.7 yearsResponsibilities Responsibilities Mr. Hinrichs joined CSX in September 2022, succeeding Mr. Foote, as President and Chief Executive Officer. Mr. Hinrichs has more than 30 years of experience in the global automotive, manufacturing operations and energy sectors. Prior to joining CSX, he served as President of Ford Motor Company’s automotive business. He began his career with General Motors in 1989 as an engineer and quickly ascended into management. Between management roles at Ford and General Motors, Mr. Hinrichs oversaw investments in small entrepreneurial businesses for Ryan Enterprises, a private equity firm. Mr. Hinrichs brings to CSX a commitment to operational excellence, experience building global businesses through investment in people and culture and a deep understanding of balancing safety and efficiency in a complex industry. Mr. Pelkey was named Vice President and Acting Chief Financial Officer in June 2021, and promoted to Executive Vice President and Chief Financial Officer in January 2022. In this role, he is responsible for all financial aspects of the Company’s business, including financial and economic analysis, accounting, tax, treasury and purchasing activities. Mr. Pelkey has more than 17 years of experience in finance, investor relations and financial planning. Since joining CSX in 2005, he has held a variety of finance management roles, including Vice President – Finance and Assistant Vice President of Capital Markets, as well as several director and managerial roles in investor relations, financial planning and IT finance. 2022 Accomplishments 2022 Accomplishments nAdvanced CSX’s strong performance with meaningful service improvements in the fourth quarter supported by increased train and engine service headcount.nGarnered support to drive the conclusion of the national bargaining process, resulting in the successful implementation of a new labor agreement.nAdvanced the ONE CSX culture for all employees through regular communications and structure.nWorked with key stakeholders to drive completion of the Amtrak Gulf Coast settlement.nDeveloped a new and more flexible Craft Attendance Policy that takes a non-punitive and non-disciplinary approach to employee attendance.nLed diligence, closing and integration of the Pan Am acquisition.nImplemented CSX Cash Earnings measure to ensure investments support both short and long-term objectives.nRealized significant gains and drove the completion of several multi-year real estate transactions.nFinalized multi-year transaction with the Commonwealth of Virginia to enhance safety and efficiency of passenger and freight rail service.2022 Actual Compensation 2022 Actual Compensation 
Base Salary: $ 376,515 Base Salary: $ 600,000 Annual Bonus: $ 852,806 Annual Bonus: $ 815,400 Long-Term Incentives Granted: $ 7,000,026 Long-Term Incentives Granted: $ 3,461,945 Total Actual Compensation: $ 8,229,347 Total Actual Compensation: $ 4,877,345 50% of 2022 LTIs granted were performance based 33% of 2022 LTIs granted were performance based 60 Compensation Discussion and Analysis
Kevin S.
Boone, 46Executive Vice President –
Sales & MarketingTenure 5.5 years
Jamie J.
Boychuk, 45Executive Vice President –OperationsTenure 5.8 yearsResponsibilities Responsibilities Mr. Boone has served as Executive Vice President – Sales & Marketing since June 2021. In this role, he is responsible for developing and implementing the Company’s commercial strategy. Mr. Boone previously served as Executive Vice President and Chief Financial Officer from October 2019 until June 2021. Mr. Boone has more than 20 years of experience in finance, accounting, mergers and acquisitions and transportation performance analysis. He joined CSX in September 2017, as Vice President – Corporate Affairs, and was later named Vice President – Sales & Marketing leading research and data analysis to advance growth strategies for CSX. Mr. Boychuk has served as CSX Transportation, Inc.’s (“CSXT’s”) Executive Vice President – Operations since October 2019. In this role, he is responsible for transportation, mechanical, engineering, intermodal and network operations. Since joining CSXT in 2017, he has held the positions of Senior Vice President of Network Engineering, Mechanical and Intermodal Operations; Vice President of Scheduled Railroading; and Assistant Vice President of Transportation Support. Mr. Boychuk previously worked at Canadian National Railway, where he served for 20 years in various operational roles of increasing responsibility. 2022 Accomplishments 2022 Accomplishments nLed the sales and marketing team that delivered approximately $800 million in line-haul revenue growth, which is a 7% increase over 2021.nAnnounced industrial development projects, including: Nucor Sheet Steel plant in Apple Grove, WV; Novelis Aluminum plant in Bay Minette, AL; Piedmont Lithium plant in Etowah, TN; and Hyundai EV Plant in Savannah, GA.nSuccessfully supported keeping intermodal terminals open through a supply-side constrained environment and limited use of embargoes.nActively partnered with some coal customers to manage supply shortfalls and avoided blackouts as production was impacted.nAchieved significant service improvements supported by increased hiring of over 2,000 new train and engine service employees and meeting the annual target of 7,000.nAchieved improvements in Trip Plan Compliance and Customer Switch Performance as volume resurgence and economic recovery efforts continued.nLed the organization through safety efforts that resulted in zero work-related employee fatalities for the second consecutive year.nSupported completion of the national bargaining process.2022 Actual Compensation 2022 Actual Compensation 
Base Salary: $ 725,000 Base Salary: $ 725,000 Annual Bonus: $ 1,094,750 Annual Bonus: $ 1,094,750 Long-Term Incentives Granted: $ 3,094,374 Long-Term Incentives Granted: $ 3,094,374 Total Actual Compensation: $ 4,914,124 Total Actual Compensation: $ 4,914,124 50% of 2022 LTIs were performance based 50% of 2022 LTIs granted were performance based 61 2023 Proxy Statement Compensation Discussion and Analysis
Stephen
Fortune, 53Executive Vice President and Chief Digital & Technology OfficerTenure 1.0 years
James M.
Foote, 69Former President and Chief Executive OfficerTenure 5.4 yearsResponsibilities Responsibilities Mr. Fortune joined CSX in April 2022 as Executive Vice President and Chief Digital & Technology Officer. Mr. Fortune is responsible for leading CSX’s technology strategy development and implementation and supporting business growth through innovative digital solutions, as well as overseeing all aspects of the Company’s information technology systems operations. Mr. Fortune brings decades of experience as a corporate technology leader. Prior to CSX, he served 30 years at BP, most recently as Chief Information Officer of the global BP Group. He began his BP career as a chemical and process engineer before moving into operations management and transitioning into information technology in 2003. Mr. Foote stepped down from his position as President and Chief Executive Officer in September 2022, and stayed employed as an advisor to Mr. Hinrichs until he retired from CSX on December 31, 2022. He became President and Chief Executive Officer in December 2017, joining CSX in October 2017 as Executive Vice President and Chief Operating Officer, with responsibility for both operations and sales and marketing. Mr. Foote has more than 40 years of railroad industry experience. Prior to joining CSX, he was President and Chief Executive Officer of Bright Rail Energy, and previously, he was Executive Vice President, Sales and Marketing with Canadian National Railway Company. At Canadian National, Mr. Foote also served as Vice President – Investor Relations and Vice President Sales and Marketing – Merchandise. 2022 Accomplishments 2022 Accomplishments nDeveloped a Technology North Star strategy to transform supply chains through exceptional digital experiences.nProgressed autonomous track inspection technology and analytics, and expanded use of drone inspection technology to improve safety and efficiency.nImplemented a new technology workforce strategy that improves resiliency, agility and capabilities and supports an internal focus on business enablement and emerging technologies.nEstablished cross-departmental design thinking opportunities focused on growth, innovation and harnessing transformative technologies.nFurther advanced CSX’s business strategy through the acquisition of Pan Am, a number of growth initiatives, technological advancements and culture change.nEnsured business continuity through service improvements and hiring targets that increased employee availability.nLed the organization in safety achievements resulting in zero work-related employee fatalities.nEstablished federal partnerships that support economic recovery and workforce development.2022 Actual Compensation 2022 Actual Compensation 
Base Salary: $ 487,500 Base Salary: $ 1,550,000 Annual Bonus: $ 736,125 Annual Bonus: $ 4,095,875 Long-Term Incentives Granted: $ 2,833,335 Long-Term Incentives Granted: $ 12,893,118 Total Actual Compensation: $ 4,056,950 Total Actual Compensation: $ 18,538,993 36% of 2022 LTIs granted were performance based 50% of 2022 LTIs granted were performance based 62 Compensation Discussion and Analysis2022 Base SalaryThe Committee determines a base salary for the CEO and each NEO annually based on its assessment of the individual’s scope of responsibilities, performance and experience. The Committee also considers salary data for similar positions within the Comparator Group. After considering this information and in light of the economic environment, the Committee made adjustments for certain NEOs. Base salary may represent a larger or smaller percentage of total compensation actually paid, depending on whether actual Company and individual performance under the short and long-term incentive plans fall short of or exceed the applicable performance targets.In 2022, the Committee reviewed the annual compensation of the Company’s NEOs and approved, or recommended Board approval in connection with the CEO, changes to base salaries that reflected the consideration of market data, individual performance, overall responsibilities, internal equity and functional experience. For Mr. Foote, the Committee recommended, and the Board approved, an increase to his annual base salary to $1,550,000 because of his decades-long experience at Class I railroads, superior Company performance and the importance of retaining Mr. Foote until a successor CEO could be named.In January 2022, the Committee approved a base salary for Mr. Pelkey of $600,000 in connection with his promotion from Vice President and Acting Chief Financial Officer to Executive Vice President and Chief Financial Officer and because of his performance. This adjustment was effective as of January 1, 2022.The Committee also approved increases to the base salaries for Mr. Boone, Executive Vice President – Sales & Marketing, and Mr. Boychuk, Executive Vice President – Operations, based on performance, achievement of their 2021 goals and positioning within the Comparator Group. The new base salary for each of Messrs. Boone and Boychuk was $725,000, and these adjustments were likewise effective as of January 1, 2022.Mr. Fortune was hired as Executive Vice President and Chief Digital & Technology Officer in April 2022. The Committee approved a base salary for Mr. Fortune of $650,000 based on his prior experience and performance at his former company.In September 2022, Mr. Hinrichs was hired as President and Chief Executive Officer. The Committee approved a base salary for Mr. Hinrichs of $1,400,000 based on his relevant experience in the global automotive, manufacturing operations and energy sectors.2022 Short-Term Incentive CompensationGoal Setting Process for the 2022 MICPIn January 2022, the Committee established and approved the measures and targets under the 2022 Management Incentive Compensation Plan (MICP) and developed a performance structure to drive business results and create value for shareholders. The MICP was designed to deliver results that improve safety, enhance customer service and grow revenue, while optimizing assets and controlling costs. In addition to the financial and customer service goals, the Committee included ESG-focused measures related to safety and fuel efficiency in the plan.The 2022 MICP was structured to reward executives and eligible employees for driving Company performance over a one-year period. Each NEO was provided a Target Incentive Opportunity based on the goals established by the Committee expressed as a percentage of base salary earned during the year. In 2022, the Target Incentive Opportunity level for Mr. Foote was 175% of base salary, 150% of base salary for Mr. Hinrichs, 100% of base salary for Messrs. Boone, Boychuk and Fortune and 90% of base salary for Mr. Pelkey. The Target Incentive Opportunity levels for Messrs. Foote, Boone and Boychuk remained the same as in 2021. Messrs. Hinrichs, Fortune and Pelkey were new to their roles in 2022, and thus did not have comparable Target Incentive Opportunity levels in 2021. The decrease in the Target Incentive Opportunity of 175% to 150% from Mr. Foote to Mr. Hinrichs was a direct action taken by the Committee in response to shareholders’ concerns of CEO pay magnitude, while still reflecting Mr. Hinrichs’ extensive relevant experience in the global automotive, manufacturing operations and energy sectors. The Target Incentive Opportunities for Messrs. Boone, Boychuk, Fortune and Pelkey are reflective of the responsibilities of their roles and the positioning of similar roles in the Comparator Group.63 2023 Proxy Statement Compensation Discussion and Analysis2022 MICP Performance MeasuresIn January 2022, the Committee approved the performance measures for the 2022 MICP, which included financial performance measures, and operational, customer service and ESG-related measures of safety and fuel efficiency. These measures have been critical drivers of CSX’s business success. The Committee approved weightings for each of the performance measures as set forth below.
Operating Income Operating Ratio Initiative-based Revenue Growth Gauges the general health of the Company and quantifies operating profit margin – a measure of the Company’s profitability Key indicator of the Company’s efficiency by encouraging the Company to deliver results that grow the business while optimizing assets Measures the Company’s ability to gain additional business on the CSX network through growth with new and at all times, our efforts must reflectexisting customers
Safety Trip Plan Compliance Fuel Efficiency FRA Personal Injury (5%) and Train Accident (5%) rates reinforce the critical importance of ensuring employees’ personal safety and the safety of fellow railroaders and upholding our commitment to prevent injuriesprotect customers’ freight and accidents — and that includes mitigating riskthe communities in which we operateEnsures the Company successfully executes the service plan for freight shipments (including intermodal) based on commitments to our customers Indicates the Company’s fuel productivity over the distance traveled using gallons of inappropriate behaviors such as incomplete or inaccurate reporting of all accidents, incidents, injuries and occupational hazards.fuel divided by gross ton milesTo determine the payout under the MICP, the Committee first assesses the Company’s performance against each of the performance goals for the year. These Company performance measures can result in a payment between 0% and 200% of the NEO’s Target Incentive Opportunity. In addition, individual performance allows for upwardUpward or downward payout adjustments may be made based on individual goalperformance; however, no individual performance adjustments were applied to 2022 payouts. The individual performance modifier has been a standard component of the MICP design for over 10 years. Payout adjustments are determined by the Committee based on exceptional achievement against pre-established performance goals set at the beginning of the year, as compared towell as other outstanding accomplishments that impact shareholder value creation, customers and employee culture. Upward payout adjustments for each of the guiding principles. Threshold performance must be met to receiveNEOs are capped at 150% of the Company’s MICP payout, with a maximum total payout and there is aunder the MICP of 250% maximum payout cap for NEOs.of the NEO’s Target Incentive Opportunity. As shown in theSummary “Summary Compensation Table,,” the actual 20192022 MICP payouts were paid in cash and reflectbased solely on the Company’s financial and operational performance.The Committee understands and has thoroughly considered recent shareholder feedback obtained during our outreach and engagement efforts regarding concerns with the use of discretion in the MICP without sufficiently adequate disclosures around the application of upward payment adjustments based on an individual’s performance. In response, the Committee has re-evaluated the circumstances under which individual performance adjustment might be appropriate and has prioritized overall better disclosure of rationale for compensation decisions made by the Committee, including by committing to more fulsome and specific disclosure of how compensation decisions are tied to goals and performance and individual NEO performance.WWW.CSX.COM 4164 Compensation Discussion and Analysis | 2019 Short-Term Incentive Compensation20192022 MICP Targets and Payout PercentagesThe operating income target for 2019In light of the continuing economic uncertainties and widespread supply chain challenges that existed in January 2022 when the 2022 MICP was set at $4.955 billionadopted, the Committee approved annual incentive targets reflective of these uncertainties and the operating ratio target was set at 60% (adjusted for actual average price of highway diesel fuel) basedchallenges and with a wider performance range than in recent years that would continue to build on the Company’s strong customer service levels, create new business plan. In addition, the 2019 MICP included safety improvement targetsopportunities and drive revenue growth. The specific threshold, target and maximum payout goals and applicable weighting for FRA Personal Injurieseach performance measure are set forth below.Performance Measure(1)Weighting Threshold(1)Target Maximum Financial Goals – 70% Operating Income 30 % $4,965 M $5,500 M $5,900 M Operating Ratio(2)30 % 61.0 % 59.4 % 58.0 % Initiative-based Revenue Growth 10% $150 M $200 M $275 M Operational and ESG Goals – 30%
(Safety, Customer Service, Environment & Growth)FRA Personal Injury Rate 5 % 1.01 0.92 0.87 FRA Train Accident Rate 5 % 3.15 2.90 2.85 Trip Plan Compliance 10 % 76.5 % 80.0 % 82.5 % Fuel Efficiency 10 % 1.01 0.96 0.93 Total Payout Opportunity 0% – 50%(1)100 % 200 % (1)Performance measure payouts are independent and FRA Train Accidents. For 2019, the Company achieved slightly above-target operating income of $4.965 billion and an above-target operating ratio of 58.4%. In addition, FRA Personal Injuries and FRA Train Accidents also were better than target at 0.88 and 2.14, respectively. As such, the Company’s operating income, operating ratio and safety goal performance for 2019 resultedcould result in a threshold payout of 158% of target incentive opportunities.
(2)The 20192022 MICP allowed a formulaic adjustment to the operating ratio performance goal by a pre-determinedpredetermined amount if the average cost of highway diesel fuel was outside the range of $2.85$3.10 to $3.35$3.60 per gallon. This adjustment is designed to account for the potential impact that volatile fuel prices have on expenses and operating ratio. Because the 20192022 average price per gallon was $3.06$5.00 for highway diesel fuel, which was insideoutside the pre-determinedtop end of the range, there was no adjustment to the operating ratio goal.65 2023 Proxy Statement Compensation Discussion and AnalysisThe Committee believes that the short-term measures arefor the MICP were directly aligned with the Company’s strategic short-term goals, are directly impacted by executive leadership actions, supportsupported our long-term strategy, helphelped deliver shareholder value and ensureensured retention of critical talent. The Committee believes that sustained improvements in operating efficienciesfollowing table demonstrates the Company’s 2022 achievements against each target and the focus on growth willoverall resulted payout.Performance Measure Threshold Target Maximum Resulted Company Payout Total Payout for All NEOs Financial Goals Operating Income 
Operating Ratio 
Initiative-based Revenue Growth 
151% 151%(no individual performance adjustments were applied to 2022 payouts)Operational and ESG Goals* FRA Personal Injury Rate 
FRA Train Accidents 
Trip Plan Compliance 
Fuel Efficiency 
* Certain operations performance and safety actuals can continue to play a critical rolesettle over time. The Company’s 2022 achievements demonstrated in this table reflect actuals as of around the continued creation of shareholder value.Similar to how management evaluatestime the performance of all eligible employees,Committee approved the overall resulted payout in early 2023.The Committee annually assesses the individual performance of each NEO and determines payout amounts, which wereare capped at the maximum Company payout of 250% of target for 2019, based on individual performance.2022. Based on the 20192022 accomplishments for each NEO as described above, the Committee did not exercise its discretion to make upward or downward payout adjustments based on individual performance, and approved a 197.5%151% total annual incentive payout for Messrs. Foote, Boone and Boychuk and a 158% payout for Messrs. Harris, Goldman and Lonegro.each of the NEOs based on the 151% resulted Company payout. These payouts are reflected in the “Non-Equity Incentive Plan Compensation” column of theSummarythe “Summary Compensation Table.2023 Management Incentive Compensation Plan DesignThe 2020 MICP2023 Management Incentive Compensation Plan (MICP) design continues to emphasize safety, operating income and operating ratio, with an increased weighting of operating incomeas well as operational and other ESG-focused performance measures, including trip plan compliance (a customer service measure), fuel efficiency and initiative-based revenue growth. These measures are designed to enhance focus on sustainable growth. Payout opportunitiesitems that employees have the ability to directly influence, align to shareholder expectations and support the ONE CSX strategy. The goal of the ONE CSX strategy is to promote a culture that positions the Company to be an employer of, and to retain, the best talent and assure that every employee understands and delivers on Company measures and maximum payout opportunities based on individual performance remain the same.42 CSX Corporation 2020 Proxy Statement66 Compensation Discussion and Analysis | The Company’s long-term incentive compensation program is intended to:●Engage and reward employees for extraordinary results that will maximize shareholder value;●Reinforce a pay-for-performance culture with a significant portion of total compensation at risk; and●Align NEO interests with those of shareholders with a focus on generating sustainable performance over a multi-year period.nengage and reward employees for extraordinary results that will maximize shareholder value;nreinforce a pay-for-performance culture with a significant portion of total compensation at-risk; andnalign NEO interests with those of shareholders with a focus on generating sustainable performance over a
multi-year period.These goals are accomplished by providing equity-based incentives focused on financial performance measures that: (i) have a historically high correlation to shareholder returns; (ii) are within management’s direct control; and (iii) encourage long-term commitment to delivering shareholder value. Long-term incentives have been granted under the shareholder-approved 2010 CSX Stock and Incentive Award Plan (the “2010 Stock Plan”) and 2019 Stock and Incentive Award Plan (the “2019 Stock“Stock Plan” and together with the 2010).The Stock Plan the “Stock Plans”).The Stock Plans allowallows for different types of equity-based awards and provideprovides flexibility in compensation designdesigned to attract, retain and engage high-performing NEOs.executives. The Committee determines the mix of equity vehicles annually to ensure alignment with market practice, motivate appropriate long-term, results-driven behaviors, and align Company and NEO performance towith shareholder interests and maximizedrive value creation. The mix has included performance units and non-qualified stock options to align the NEOs’ interests with those of shareholders, and achieve key performance goals and absolute stock price appreciation.Elements of Long-Term Incentive CompensationThe Long-Term Incentive Plan (“LTIP”) provides aA significant portion of the NEOs’ compensation.target compensation is comprised of the Long-Term Incentive Plan (LTIP) awards. Each year, the Committee, as part of its annual review process, determines a market competitive long-term incentive target grant value is identified for each eligible position andNEO, which is then converted into the appropriate numbercorresponding value of equity-based awards. For 2022, the LTIP grants for the NEOs were comprised of performance units, and non-qualified stock options based onawards and restricted stock units, which were designed to drive long-term value and growth through the average closing valueachievement of CSX commonCompany performance goals and increased stock for the full three-month period prior to the grant or the Black-Scholes value for that same period, as applicable.prices. The grants associated with each three-year cycle are reviewed and approved by the Committee each year for the NEOs and other eligible participants.participants, and by the Board for the CEO. These grants are made and the performance targets are set following the annual Board review of the Company’s business plan for the applicable upcoming three-year period.Each three-year LTIP cycle is comprised of performance units and non-qualified stock options awards designed to drive long-term future value and growth through the achievement of Company metrics and increased stock prices. Since the three-year performance cycles run concurrently, the Company may have up to three active LTIP cycles during a given year. For example, the 2017-20192020-2022 performance cycle closed on December 31, 2019,2022, and was paid out in January 2020.2023. The 2018-2020, 2019-20212021-2023, 2022-2024 and 2020-20222023-2025 cycles remain in progress, which ensureshelps ensure that our employees remain focused on sustainable long-term sustainable performance.Performance Units. Performance units are granted at the beginning of the applicable performance period in accordance with the LTIP,cycle, as described below. Awards are paid in the form of CSX common stock at the end of the performance period assumingbased on the attainmentlevel of achievement on Company performance goals. Participants also receive dividend equivalents at the end of the restricted period paid in the form of CSX common stock, assuming performance goals are met. Performance units (and related dividend equivalents) are generally subject to forfeiture if a participant’s employment terminates before the end of the performance cycle for any reason other than death, disability, retirement or other limited circumstances, as approved by the Committee. In such instances,For the 2020-2022, 2021-2023 and 2022-2024 LTIP cycles, upon retirement, participants other than Messrs. Foote and Harris, receivereceived a pro-rataprorated portion of their award based on the number of months completed in the cycle. Upon retirement for the 2023-2025 LTIP cycle—defined as (i) age 65, (ii) age 60 plus five years of service or (iii) age 55 plus 12 years of service—all outstanding performance units will remain outstanding and eligible to vest based on Company performance through the end of the applicable LTIP cycle. To receive full vesting, retired NEOs must work through December 31st of the first year of the LTIP cycle and receive consent from the Committee. Upon death or disability for all LTIP cycles, participants or their estates earn the performance units that they would otherwise have earned at the end of the performance period had there been no death or disability. The employment agreements for Messrs. FooteHinrichs and HarrisFoote provide that, in connection with their retirement, their full awardsall outstanding performance units will continueremain outstanding and eligible to vest based on Company performance through the end of any outstandingthe applicable LTIP cycles.Performance unit payouts for each LTIP cycle, if any, do not occur until approved by the Committee in January of the year following the last yearconclusion of the three-year performance cycle. These payouts can vary from the target grants in terms of bothof: (i) the number of shares paid out due to financial performanceperformance; and (ii) the market value of CSX common stock at the time of payout. Based on actual performance, as discussed below, the performance unit payouts for the NEOs at the end of the performance cycle can range from 0% to 200% or 0% to 250% of the target grants depending on the cycle,levels, and can be of lesser or greater value than the original grant value based on the level of achievement on the performance goals and the price of CSX common stock.WWW.CSX.COM 43Compensation Discussion and Analysis | Long-Term Incentive Compensationan agreed-upona pre-set price withinfor a period of 10 years of the date of grant.years. The exercise price of the non-qualified stock options is established as the closing stock price on the date of67 2023 Proxy Statement Compensation Discussion and Analysisgrant. The Stock Plans prohibitPlan prohibits the repricing of outstanding non-qualified stock options without the approval of shareholders. For outstanding LTIP cycles, non-qualified stock options are subject to forfeiture if a participant’s employment terminates before the end of the vesting period for any reason other than death, disability, retirement or other limited circumstances, as approved by the Committee. In such instances,For the 2020-2022, 2021-2023 and 2022-2024 LTIP cycles, upon retirement, participants receivereceived a pro-rataprorated portion of thetheir award based on the number of months completed in the cycle. Upon retirement for the 2023-2025 LTIP cycle—defined as (i) age 65, (ii) age 60 plus five years of service or (iii) age 55 plus 12 years of service—all outstanding performance units will remain outstanding and eligible to vest based on Company performance through the end of the applicable LTIP cycle. To receive full vesting, retired NEOs must work through December 31st of the first year of the LTIP cycle and receive consent from the Committee. Upon death or disability for all LTIP cycles, participants or their estates received all options per the original vesting schedule as if there was no death or disability. The employment agreements for Messrs. FooteHinrichs and HarrisFoote provide that, in connection with their retirement, theirthe full awards will continue to vest in accordance with their terms.Restricted Stock Units. Restricted stock units are time-based awards that vest three years from the grant date (“the restricted period”) for the 2020-2022, 2021-2023 and 2022-2024 LTIP cycles. Restricted stock units for the 2023-2025 LTIP cycle are time-based awards that vest ratably over the three year period from the grant date. Awards are paid in the form of CSX common stock at the end of the restricted period. Participants also receive dividend equivalents at the end of the restricted period paid in the form of CSX common stock. Restricted stock units are generally subject to forfeiture if a participant’s employment terminates before the end of the restricted period for any reason other than death, disability, retirement or other limited circumstances, as approved by the Committee. For the 2020-2022, 2021-2023 and 2022-2024 LTIP cycles, upon retirement, participants received a prorated portion of their award based on the number of months completed in the cycle. Upon retirement for the 2023-2025 LTIP cycle—defined as (i) age 65, (ii) age 60 plus five years of service or (iii) age 55 plus 12 years of service—all outstanding performance units will remain outstanding and eligible to vest based on Company performance through the end of the applicable LTIP cycle. To receive full vesting, retired NEOs must work through December 31st of the first year of the LTIP cycle and receive consent from the Committee. Upon death or disability for all LTIP cycles, participants or their estates received all restricted stock units per the original vesting schedule as if there was no death or disability. The employment agreements for Messrs. Hinrichs and Foote provide that, in connection with their retirement, the full awards will continue to vest in accordance with their terms. As such, Mr. Foote will remain eligible to receive the full value of his restricted stock units in connection with his retirement. Mr. Hinrichs will only receive the full vesting of his award in connection with retirement if he retires after reaching age 60 with five years of service.Further information regarding the LTIP grants made to our NEOs in 2022 can be found under the “2022 Grants of Plan-Based Awards Table.”Performance Measures and Financial Goals for the 2017-20192020-2022 LTIPThe 2017-2019For performance units granted under the 2020-2022 LTIP usedcycle, cumulative operating ratioincome and modified return on assets (“ROA”) on an equally weighted basiscumulative free cash flow were selected to measure the Company’s performance. These measures were selected priorOperating income was chosen to replace operating ratio as a measure to focus on profitable growth and long-term shareholder value creation. Operating income is used to gauge the implementationgeneral health of CSX’s business and to quantify operating margin, a measure of the new operating model.Operating ratio has a historically high correlationCompany’s profitability. This measure continues to the Company’s stock price and serves asbe a key financial performance measurefocus for the Company as CSX has achieved significant operating efficiency gains, and its use in the railroad industry. As such, the use of operating ratioLTIP has strengthened participants’ understanding of how they can impact Company performance and drive operating efficiency. Long-term improvements in operating ratio have increased operating income and earnings, and created value for shareholders. Modified ROAprofitable, sustainable growth. Free cash flow was chosen as a performance measure as it is a key measure of the financial health of the business, has a high correlation to drive efficient asset utilization.shareholder returns and aligns with CSX’s financial business plan. Operating ratioincome and modified ROAfree cash flow were each weighted 50% of the total payout opportunity and were measured independently of the other.Operating Ratio (OR)=Operating Expenses
Operating RevenuesModified Return onAssets (ROA)Operating Income = Operating Revenues – Operating Expenses 
Free Cash Flow = Net Operating Profit – Net Investment in Operating Capital Tax-Adjusted Operating Income
Net Property
The threshold, target and maximum payouts for each measure are 10%25%, 50% and 100%, of the performance units subject to the award respectively, generating a total target payout of 100% of the performance units and a maximum possible payout of 200% of the performance units for the 2017-20192020-2022 LTIP. The 2017-20192020-2022 LTIP measured cumulative operating ratioincome and average modified ROAfree cash flow over a 12-quarter period from January 20172020 through December 2019.68 Compensation Discussion and AnalysisIn addition to operating ratioincome and modified ROA,free cash flow, the Committee maintainedperformance units for the 2020-2022 LTIP cycle for the President and Chief Executive Officer and all Executive Vice Presidents had a formulaic linear upward or downward discretion on the payouts for NEOs who received this grant (Messrs. Goldman and Lonegro) based on relative total shareholder return (“Relative TSR”). If modifier of up to 25% (subject to the Company’s 2017-2019 Relative TSR was in250% overall cap) based on CSX’s stock price performance compared to the bottom quartile of any of three different performance comparison groups (S&P 500, Transportation Industrypeer group (weighted 80% core peers and 6 Class I U.S. and Canadian railroads)20% additional correlated companies) for the 12-quarter period the Committee had discretionfrom January 2020 through December 2022. This modifier did not apply to reduce the payout by upMr. Pelkey for this LTIP cycle as he was not promoted to 30%.The Committee recognizes that operating ratioincome is a measure in both the short and long-term incentive plans, but believes inclusion in both plans reflects the criticality of the alignment between operating ratioincome and the Company’s focus on operating efficiency.profitable growth. The Committee does not believe this overlap will create inappropriate risk-taking since the measurement periods are different (one vs.versus three years), and operational measures and reviews are in place to monitor risk. The Committee annually reviews the measures used for each long-term incentive cycle, and makes changes as appropriate.44 CSX Corporation 2020 Proxy StatementCompensation Discussion and Analysis | Long-Term Incentive CompensationFinancial Goals for the 2017-2019 LTIP2017-2019performance units granted under the 2020-2022 LTIP were set to incentivize long-term shareholder value creation. The goals were set in February 20172020, based on the three-year business plan at the time of the adoption and preceded leadership changes and the Company’s business transformation. Based on these assumptions, theits adoption. The targets under the 2017-20192020-2022 LTIP were as follows:Cumulative Operating RatioIncome (100% maximum payout)Modified Return on AssetsCumulative Free Cash Flow (100% maximum payout)Threshold
(10%25% payout)Target
(50% payout)Maximum
(100% payout)Threshold
(10%25% payout)Target
(50% payout)Maximum
(100% payout)
$15.160B $15.385B 
$9.850B $10.100B At the time the 2017-2019 LTIP was approved by the Committee, a provision was made for the adjustment of the operating ratio performance goals by a pre-determined amount if the average cost of highway diesel fuel was outside the range of $2.47 - $2.97 per gallon. This potential adjustment is designed to mitigate the impact volatile fuel prices have on expenses and operating ratio. Based on an average price per gallon of highway diesel fuel of $2.96 during the 2017-2019 LTIP, no operating ratio goal adjustment was made.Beginning in 2017, the Company’s operating model was substantially changed, which shifted focus to improved efficiencies and cost reduction. These changes had an overwhelmingly positive impact on operating performance, earnings, and shareholder value creation.HISTORICAL OPERATING RATIO AND OPERATING INCOME
Payout for the 2017-20192020-2022 LTIP Performance UnitsBased on a cumulative operating ratioincome of 61.3%$15.979 billion and an average modified ROAa cumulative free cash flow of 8.95%$10.211 billion for the cycle, the payout for the performance units, which comprised 50% of 2017-2019the 2020-2022 LTIP, was 200%. The of the target. As shown in the table below, the Company’s Relative TSR performance against the S&P 500, S&P 500 Transportation Industry and peer railroadsgroup was in the top quartile of all three comparison groupsbelow median for the cycle, so the Committee determined that there was no basis forresulting in a downward adjustmentmodifier of 19% against target performance and didan aggregate downward modifier of 38%, such that the total payout was 162% for each of the NEOs other than Mr. Pelkey, who was not exercise its downward discretion in this regard. Messrs. Foote, Boone, Boychuk and Harris did not receive a payout under the 2017-2019 LTIP since they were not employed with the Companyan Executive Vice President at the time of the cyclegrant in February 2020.
Threshold
(25% payout)Target
(50% payout)Maximum
(100% payout)Payout Cumulative Operating Income 
200% of Target Cumulative Free Cash Flow 
Relative TSR (Modifier) 
-19% Total Payout: 162% of Target 69 2023 Proxy Statement Compensation Discussion and awards were approved and granted by the Committee.Performance Measures and Mix for the Outstanding LTIPsPerformance Measures. In determining the performance measures for the performance units for each LTIP cycle, the Committee: (i) considers information on various growth and return-based measures; and (ii) actively monitors the effectiveness of existing measures in driving the Company’s strategic business objectives and delivering shareholder returns. The 2018-2020For performance units, the 2021-2023 LTIP uses average annual operating income growth rate percentage and 2019-2021 LTIPs use operating ratio andcumulative free cash flow on an equally weighted basis to measure the Company’s performance. The 2020-2022average annual operating income growth rate percentage measure aligns with the Company’s objective of profitable growth and provides the ability to recover and potentially receive a payout in the event of an economic downturn in one year of the program.The 2022-2024 LTIP uses average annual operating income growth rate percentage and freeCSX cash flowearnings (“CCE”) on an equally weighted basis.WWW.CSX.COM 45Compensation Discussionreturn and Analysis | Employment Agreements
For the 2023-2025 LTIP, the Committee approved the use of average annual operating income growth rate percentage and CCE, on an equally weighted basis, as the performance measures for the performance units to continue the Company’s focus on driving profitable growth. Forward-looking LTIP goals are not disclosed for proprietary and competitive reasons.Equity Mix. All three outstanding LTIPs are comprised of performance units, and non-qualified stock options and restricted stock units for the NEOs. For the 2018-20202021-2023 and 2019–20212022-2024 LTIPs, the LTIP mix was achieved by determiningCommittee approved a market competitive LTIP grant value andfor the NEOs (the Board approved for the CEO) allocating 60%50% of the value to performance units, 25% for restricted stock units and 40% to25% for non-qualified stock options. The allocation for the 2023-2025 LTIP was 60% performance units, 20% restricted stock units and 20% non-qualified stock options, to continue to driveaddress shareholder valueconcerns of additional performance orientation in a pay-for-performance culture. For the 2020-2022 LTIP, the allocation was 50% performance units and 50% non-qualified stock options to further align our NEO’sCompany’s long-term incentives directly to shareholder value creation and drive our pay-for-performance culture. incentive plan.2021-2023 and 2022-2024 LTIPs 
n n n Performance Units Restricted Stock Units Stock Options 2023-2025 LTIP 
n n n Performance Units Restricted Stock Units Stock Options The performance units for these three LTIP cycles have a formulaic linear upward or downward Relative TSR modifier of up to 25% with a maximum payout of 250%, which applies only to the NEOs.CEO and Executive Vice Presidents. This modifier is designed to appropriately align NEO payouts with share price performance relative to a transportation-relatedpredetermined peer group.For the 2021-2023 and 2022-2024 LTIPs, the number of performance units and restricted stock units awarded to each NEO was calculated based on a specific grant value divided by the average closing price of CSX common stock for the full three-month period prior to the grant, and the number of options awarded was calculated based on the Black-Scholes value for the same period.The number of performance units and restricted stock units awarded to each NEO for the 2023-2025 LTIP was calculated based on a specific grant value divided by the average closing price of CSX common stock for the 30-trading-day period preceding the date of the grant. The number of options awarded was calculated based on the Black-Scholes value for the same period.70 Compensation Discussion and AnalysisClawback ProvisionPayouts made under the MICP and LTIPs may beLTIP programs are subject to recovery or clawback.clawback in certain circumstances. Under suchthe applicable clawback provisions, an employee who has received a payout will be required to promptly return the monies (or any portion of the monies requested by the Company) in each of the following circumstances: (i) if it is determined that the employee engaged in misconduct, including, but not limited to, dishonesty, fraud (including reporting inaccurate financial information), theft or other serious misconduct as determined by the Company,Company; (ii) if the Company is required to file an accounting restatement due to the Company’s material noncompliance with any financial reporting requirements under the federal securities laws,laws; or (iii) if the payout is otherwise required to be recovered by law or court order (i.e., garnishment).Employment AgreementsMr. Hinrichs entered into an employment letter upon his appointment as President and Chief Executive Officer in September 2022. This employment letter includes certain provisions relating to: (i) severance benefits; (ii) vesting of long-term incentive awards after retirement; and (iii) employment benefits following a change of control.Mr. Foote entered into an employment agreement upon his hiring as Executive Vice President and Chief Operating Officer in October 2017, which was superseded by an employment letter agreement entered into upon his promotion to President and CEOChief Executive Officer in December 2017. This subsequent agreement incorporated certain provisions from his prior agreement relating to: (i) severance benefits; (ii) vesting of long-term incentive awards after retirement; and (iii) employment benefits following a change of control.In September 2022, Mr. Harris received an employmentFoote entered into a letter agreement uponregarding the transition of his hiringduties as President and Chief Executive Vice President-OperationsOfficer in connection with his retirement from CSX. Upon the transition of his duties as President and Chief Executive Officer to Mr. Hinrichs, Mr. Foote remained a full-time employee of the Company through December 31, 2022, serving as Special Advisor to the Board of Directors and successor CEO, per the letter agreement, to ensure a smooth leadership transition and so that he could provide his decades-long knowledge from his railroad industry experiences as a resource to the Company and Mr. Hinrichs. Based on this same rationale, the Committee additionally made the decision to provide Mr. Foote with payments for his consulting services rendered to the Company from January 2018. This agreement1, 2023 to March 31, 2023, also per the letter agreement. Such structure was updateddesigned to reflect the changes in his titleensure at least six months of support from Mr. Foote during this changeover. The Committee believed that shareholders would benefit from Mr. Foote’s availability to CSX and responsibilities in October 2019,Mr. Hinrichs, to transition customer and investor relationships among others. The transition and consulting compensation arrangements provided to remove certain severance protections included in his prior agreement.No other NEOs have individual employment letters or agreements. AllThe described individual employment letters and agreements have been filed and can be reviewedviewed on the U.S. Securities and Exchange CommissionSEC website atwww.sec.gov.Non-Compete and Non-Solicitation AgreementsVice presidents and above, including the President andThe CEO and executive vice presidents, as well as certain other key employees,Executive Vice Presidents are required to enter into formal non-compete and non-solicitation agreements with the Company as a condition for participation in each LTIP cycle. The non-compete agreement precludesprovisions preclude an executive from working for a competitor of the Company. The non-compete conditionsCompany and extend for a period of 18 months following separation from employment. The non-solicitation provisions generally prohibit executives from soliciting CSX customers or soliciting, hiring or recruiting CSX employees for any business that competes with CSX for a period of 18 months after separation.Severance AgreementsMr. FooteHinrichs is eligible for the following severance benefits under his employment letter agreement with the Company dated September 26, 2022 in the event of a termination of employment by the Company without “cause” or by Hinrichs for “good reason” prior to reaching “retirement age”:nlump-sum cash-severance payment equal to two times his current base salary plus two times his target MICP award;npro-rata payment of his MICP award if Company goals are attained; andnunvested equity awards will vest on a pro-rata basis per the original vesting schedules, with any performance-based awards remaining subject to satisfaction of pre-established performance goals.In the event that Mr. Hinrichs’ employment terminates after he reaches “retirement age” (defined to mean his attainment of age 60 plus at least five years of continued service) either (i) by the Company without cause or by him for good reason or (ii) by him due to his voluntary retirement by providing the Company with at least 180 days’ notice of his plans to retire, Mr. Hinrichs will receive, in lieu of any of the severance benefits described above, continued vesting of his unvested equity awards, subject to any relevant performance criteria.Mr. Foote retired from the Company on December 22, 2017:●Pro-rata vesting of his unvested equity awards, per the original vesting schedules, with any performance-based awards remaining subject to satisfaction of pre-established performance goals;●Pro-rata vesting of his MICP award; and●Lump sum cash payment equal to two times his base salary plus two times his target MICP.As of December 31, 2019,2022, Messrs. Pelkey, Boone, Boychuk Goldman and HarrisFortune were eligible for benefits under the Company’s generalexecutive severance plan that was implemented in September 2022 for executives. Under the executive severance policy, available to all management employees. Under the general severance policy, the 71 2023 Proxy Statement Compensation Discussion and AnalysisNEOs are eligible to receive: (i) upseverance pay equal to the sum of one year’stimes the current base salary for 20 or more yearsand one times the current target bonus under the MICP; (ii) a pro-rata bonus under the MICP in the plan year of service; (ii)the termination; (iii) continuation of medical and dental coverage for up to one year if periodic separation payments are selected; (iii)12 months; (iv) financial planning for up to one year;year following termination; (v) prorated vesting of outstanding equity incentive awards; and (iv) proration of certain outstanding incentive awards.46 CSX Corporation 2020 Proxy Statement
(vi) outplacement services for one year after termination.Compensation Discussion and Analysis | Benefitshistheir respective Change-of-Control Agreement, he shallchange-of-control agreement, they will not be entitled to the severance benefits outlined above. Severance amounts that would have been payable had the NEOs terminated employment with the Company as of December 31, 20192022 are described herein.Change-of-Control AgreementsThe Company provides “double-trigger” change-of-control benefits pursuant to agreements that are designed to ensure management objectivity as it makes strategic business decisions. The Company’s policy for severance benefits upon a change-of-control:change of control: (i) requires a “double-trigger”“double trigger” (i.e., payments are conditioned upon a change-of-controlchange of control as well as separation from employment) to receive severance; (ii) prohibits Company reimbursement for the payment of excise taxes; (iii) defines “bonus” as the current “target” amount; and (iv) requires a contract term not to exceed three years. The policy also provides that the payment of severance benefits, without shareholder approval, is limited to 2.99 times base salary plus bonus for NEOs.Allall NEOs other than Mr. Hinrichs. As of September 26, 2022, Mr. Hinrichs’ change-of-control agreement provided a potential benefit of 3.0 times his annual base salary plus bonus.Our NEOs are subject to the terms of the change-of-control agreements described above and as further detailed under the section entitled “Post-Termination and“Potential Payouts Under Change-of-Control Payments.Agreements.”BenefitsRetirement ProgramsCSX’s retirement programs currently consist of two components: (i) a defined contribution 401(k) planplan; and (ii) a now closednow-closed defined benefit pension plan. The retirement programs described below are provided to the NEOs under the following plans:●The CSX Corporation 401(k) Plan (“CSXtra Plan”);●CSX Pension Plan (the “Pension Plan”); and●Special Retirement Plan for CSX Corporation and Affiliated Corporations (the “Special Retirement Plan”).nthe CSX Corporation 401(k) Plan (the “CSXtra Plan”);nthe CSX Pension Plan (the “Pension Plan”); andnthe Special Retirement Plan for CSX Corporation and Affiliated Corporations (the “Special Retirement Plan”).CSXtra PlanThe NEOs may contribute to the CSXtra Plan, a defined contribution 401(k) plan. Participants may contribute on a pre-tax andor after-tax basis and receive Company matching contributions. The Company’s matching contribution is equal to 100% on the employee’s first 1% contribution,of eligible compensation contributed, and 50% on the employee’s additional contributions up to 6% of base salary, for a Company match up to 3.5%. of eligible compensation. Participants may invest contributions in various investment funds.In lieu of participation in the Qualified CSX Pension PlanQualified CSX Pension PlanThe Pension Plan, which has been closed to new employees as ofor those promoted from union positions since January 1, 2020, is qualified under the Internal Revenue Code (the “Code”) and covers the NEOs and all of CSX’s non-union employees. In general, pension benefits accrue in two different ways: (i) for employees externally hired or promoted from CSX union positions on or afterwho were employed with the Company prior to January 1, 2003,2020. For the NEOs, pension benefits accrue based on a “cash balance” formula; and (ii) for employees externally hired or promoted from CSX union positions before January 1, 2003, benefits accrue based on a “final average pay” formula. All NEOs participate in the “cash balance” formula except Mr. Lonegro, who is the only NEO under the “final average pay” formula. Further information on the Pension Plan can be found in the discussion following thePension Benefits Table.Cash Balance Formula (for employees hired on or after January 1, 2003 through December 31, 2019)Non-union employees who become eligible to participate in the Pension Plan on or after January 1, 2003 through December 31, 2019, earn pension benefits underUnder the cash balance formula. Theseformula, benefits are expressed in the form of a hypothetical account balance. For each month of service, the participant’sNEO’s account is credited with a percentage of the participant’s pay for that month. The percentage of pay credited is determined based on the participant’s age and years of service. Messrs. Foote, Boone, Boychuk, Goldman, and Harris are covered under the Cash Balance Formula as described below.WWW.CSX.COM 47Compensation Discussion and Analysis | Benefits20192022 was 3.13%3.66%. The resulting benefit is subject to a cap imposed under Section 415 of the Code (the “415 Limit”). The 415 Limit for 20192022 was $225,000$245,000 (for a life annuity at age 65) and is subject to adjustment for future cost of livingcost-of-living changes. Further, under the Code, the maximum amount of pay that may be taken into account for any year is limited. This limit (the “Compensation Limit”) is $280,000was $305,000 for 20192022 and is also subject to adjustment for future cost of living changes.nVesting — Benefits under this formula vest upon the earlier of the completion of three years of service or attainment of age 65.nForm of Payment of Benefits — Benefits under this formula may be paid upon termination of employment or retirement as a lump sum or in various annuity forms. The valuation method and actuarial factors used to determine the present value of accumulated benefits shown in the respective table below are described in the 2022 Annual Report.●Vesting— Benefits under this formula vest upon the earlier of the completion of three years of service or attainment of age 65.●Form of Payment of Benefits— Benefits under this formula may be paid upon termination of employment or retirement as a lump sum or in various annuity forms. The valuation method and actuarial factors used to determine the present value of accumulated benefits shown in the table are described in the 2019 Annual Report.72 Compensation Discussion and AnalysisSpecial Retirement Plan of CSX and Affiliated CorporationsThe Special Retirement Plan is a non-qualified plan that covers CSX employees, including the NEOs, who were hired before January 1, 2020, and is now closed to all new employees.employees or those promoted from union positions. The Special Retirement Plan provides for the payment of benefits that would otherwise not be available under the Pension Plan due to the 415 Limit and the Compensation Limit, both as described above. The purpose of the Special Retirement Plan is to assist CSX in retaining key executives by allowing the Company to offer competitive pension benefits.Under the Special Retirement Plan, participants receive non-qualified pension benefits on base salary and short-term incentive compensation that exceed the $280,000$305,000 compensation limit under the Code and the $225,000$245,000 benefit cap under Section 415 of the Code. These benefits are calculated using the applicable pensioncash balance formula which is the Cash Balance Formuladescribed above for all NEOs, other than Mr. Lonegro whose benefit is calculated underof the Final Average Pay Formula as described in the footnote to the2019 Pension Benefits Table,in each caseNEOs, without regard to the 415 Limit or the Compensation Limit.Non-qualified pension benefits can be paid in the same form as under the Pension Plan. Pension benefits under the Special Retirement Plan are subject to: (i) suspension and possible forfeiture if a retired executive competes with the Company or engages in acts detrimental to the Company; or (ii) forfeiture if an executive is terminated for engaging in acts detrimental to the Company.The valuation method and actuarial factors used to determine the present value of accumulated benefits shown in the 2019“2022 Pension Benefits TableTable” for the Special Retirement Plan are described in the 20192022 Annual Report.Health and Group BenefitsCSX provides the same health and group benefits to the NEOs as those available to all full-time, non-union employees. The Company also provides basic life insurance and accidental death and dismemberment insurance coverage to all management employees, each of which is equal to two times their respective annual salaries, up to $1 million. TheAdditionally, the Company also provides NEOs, on the same basis as other management employees, salary continuance in the event of short-term (up to 100% of their base pay based on tenure) or long-term disability (up to $25,000 per month), travel accident insurance and vacation based on length of service.CSX sponsors a post-retirement medical plan for management employees hired or promoted from a union position prior to January 1, 2003. The Company stopped providing post-retirement medical benefits for all management employees, including executive-level employees, hired or promoted from a union position on or after that date.Executive Deferred Compensation PlanCSX offers a voluntary, non-qualified Executive Deferred Compensation Plan (“EDCP”(the “EDCP”) for the benefit of its executives and other eligible employees. Under the EDCP, the NEOs may defer compensation in excess of qualified plan limits until retirement or another specified date or event.For those Participating employees with base salary above the qualified plan limits they may defer compensation to allow them to receive the full Company matching contribution of up to 3.5% of base salary not otherwise available to them under the CSXtra Plan.Under the EDCP, participating employees, including NEOs, are entitled to voluntarily elect to defer up to: (i) 75% of base pay; (ii) 100% of awards payable in cash under CSX’s short-term incentive plans; and (iii) 100% of performance units payable under the Company’s LTIP in the form of stock. Any NEO hired on or after January 1, 2020 receives a Company matching contribution of up to 3.5% for short-term incentive plan deferrals made, with immediate vesting. NEOs also are entitled to receive matching contributions that would have been received under CSX’s 401(k) plan assuming that: (i) certain compensation limits prescribed by the Code did not apply; and (ii) contributions made under the EDCP were instead made under CSX’s 401(k) plan.48 CSX Corporation 2020 Proxy StatementCompensation Discussion and Analysis | Stock Ownership Guidelinesamounts, amounts—other than stock awards, awards—are treated as if they were invested among the investment funds available under the qualified 401(k) plan. Participants may elect to change the investment of deferred amounts, other than deferred stock awards.date or upon a change-of-control.date. Participants may elect to receive payment in the form of a lump sum or in semi-annual installments over a period of up to 10 years (or 20 years.A participant may apply for accelerated payment of deferred amounts in the event of certain hardships and unforeseeable emergencies. A participant also may elect to receive accelerated distribution of amounts deferred before January 1, 2005 (and earnings thereon) other than for hardship or an unforeseeable emergency, but the participant is required to forfeit a percentage of the amount to be distributed. Under the EDCP, cash deferrals are distributed in the form of cash and deferred stock awards are paid in the form of CSX common stock.73 2023 Proxy Statement Compensation Discussion and AnalysisEmployee Stock Purchase PlanThe CSX Employee Stock Purchase Plan (“ESPP”(the “ESPP”) provides eligible employees the right to purchase shares of CSX common stock in accordance with the terms of the ESPP. All employees who have been employed by the Company at least 30 days prior to the beginning of the enrollment period are eligible to participate in the ESPP.Under the ESPP, employees may purchase shares at the lesser of: (i) 85% of the fair market value of a share of CSX common stock on the first day of an offering; or (ii) 85% of the fair market value of a share of CSX common stock on the last day of an offering. There are two offering periods each year. The ESPP limits the number of shares of CSX common stock that an employee may purchase in a calendar year to a number of shares that have a fair market value (as of the applicable grant date) equal to $25,000.Other BenefitsThe perquisites provided to NEOs in 20192022 included: (i) financial planning services of up to $12,000; (ii) excess liability insurance; and (iii)(ii) an annual health and well-being examination. TheseThe aggregate cost to the Company of these perquisites were valued atwas approximately $15,000$15,400 for each NEO.isare required to travel by Company aircraft at all times for security purposes and to ensure efficient use of their time. Mr. Hinrichs’ personal use of the corporate aircraft is capped at $175,000, as agreed to in his time.employment letter. Other senior-level executives have access to the Company aircraft and may use it on a limited basis for personal reasons. The amounts related to the NEO’s use of the Company aircraft and certain other relocation-related amounts provided to Mr. Hinrichs in connection with the commencement of his employment are disclosed in theSummary “Summary Compensation Table.Moreover, in December 2022, the Committee approved a new CSX Executive Charitable Match Program, to better reflect CSX’s strong commitment to philanthropy and community involvement. Under this new program, which is effective January 1, 2023, CSX will match executive contributions to organizations that qualify for support under Company guidelines, up to a maximum annual CSX contribution of $50,000 for the President and Chief Executive Officer, $15,000 for Executive Vice Presidents and $5,000 for Senior Vice Presidents/Vice Presidents—an increase from the Company’s preexisting matching gifts program, which provides an annual $1,000 match for all employees for qualifying charitable contributions.Stock Ownership GuidelinesCSX believes that, in order to align the interests of management with those of its shareholders, it is important that NEOs and other senior leaders hold a significant ownership position in CSX common stock relative to their base salary. To achieve this, linkage, CSX has established the following formal stock ownership guidelines. Each of the individuals covered by these guidelines must retain 100% of their net shares issued until the guidelines are achieved and havehas five years in which to do so. The types of equity that apply towards these ownership guidelines are vested and unvested restricted stock units, vested performance units and any other CSX common stock owned.PositionMinimum ValuePosition Minimum Value Chief Executive Officer 6 times base salary Executive Vice Presidents 4 times base salary Senior Vice Presidents 3 times base salary Vice Presidents 1 times base salary Policy Against Hedging / Prohibiting Hedging/Pledging of CSX StockCSX’s insider trading policy prohibits officers and directors from entering into transactions to hedge their ownership positions in CSX securities. In addition, the policy prohibits officers and directors from pledging CSX securities.WWW.CSX.COM 4974 Compensation Discussion and Analysis | 2019The Summary Compensation Table presentsand the accompanying footnotes describe the amount and type of compensation for the NEOs for 2022 and, if applicable, 2021 and 2020.Name Year Salary
($)Bonus
($)Stock
Awards
($)(2)Option
Awards
($)(3)Non-Equity
Incentive Plan
Compensation
($)(4)Change in
Pension
Value and
Non-qualified
Deferred
Compensation
Earnings
($)(5)All Other
Compensation
($)(6)Total
($)Joseph R. Hinrichs(1)President and Chief Executive Officer2022 376,515 — 7,000,026 — 852,806 — 119,170 8,348,517 Sean R. Pelkey(1)Executive Vice President and Chief Financial Officer2022 600,000 — 2,292,067 1,169,878 815,400 150,903 34,127 5,062,375 2021 427,826 — 774,847 258,359 479,165 95,725 16,270 2,052,192 Kevin S. BooneExecutive Vice President — Sales & Marketing2022 725,000 — 2,313,201 781,173 1,094,750 174,971 60,938 5,150,033 2021 700,000 — 2,203,699 734,236 1,120,000 168,881 40,085 4,966,901 2020 475,000 277,875 1,361,291 1,365,194 42,750 70,665 31,007 3,623,782 Jamie J.
BoychukExecutive Vice President — Operations2022 725,000 — 2,313,201 781,173 1,094,750 175,643 41,217 5,130,984 2021 700,000 — 2,203,699 734,236 1,120,000 169,530 35,137 4,962,602 2020 500,000 292,500 1,361,291 1,365,194 45,000 74,190 26,121 3,664,296 Stephen Fortune(1)Executive Vice President and Chief Digital & Technology Officer2022 487,500 — 2,833,335 — 736,125 — 25,899 4,082,859 James
M. FooteFormer President and Chief Executive Officer2022 1,550,000 — 9,638,233 3,254,885 4,095,875 704,454 292,987 19,536,434 2021 1,500,000 — 9,150,899 3,041,960 5,250,000 798,423 265,524 20,006,806 2020 1,250,000 1,300,000 5,989,727 6,006,842 200,000 338,576 221,570 15,306,715 (1)Mr. Hinrichs was appointed President and Chief Executive Officer on September 26, 2022. Mr. Pelkey was elected as Acting Chief Financial Officer on June 7, 2021 and as Executive Vice President and Chief Financial Officer on January 24, 2022. Mr. Fortune was elected as Executive Vice President and Chief Digital & Technology Officer on April 1, 2022. In accordance with SEC rules, no amounts are included for any NEO prior to the year in 2019.Name Year Salary Bonus(3) Stock
Awards(4) Option
Awards(5) Non-Equity
Incentive Plan
Compensation(6) Change
in Pension
Value and
Non-qualified
Deferred
Compensation
Earnings(7) All Other
Compensation(8) Total James M. Foote 2019 $ 1,250,000 — $ 6,096,711 $ 3,993,136 $ 3,425,391 $ 534,271 $ 228,024 $ 15,527,533 President and Chief 2018 $ 1,220,833 $ 5,310,204 $ 3,524,190 $ 3,052,083 $ 441,428 $ 221,863 $ 13,770,601 Executive Officer 2017 $ 149,919 $ 400,000 $ 1,027,812 $ 1,045,626 — $ 8,849 $ 15,355 $ 2,647,561 Kevin S. Boone(1) 2019 $ 399,928 — $ 961,288 $ 1,481,381 $ 599,756 $ 78,450 $ 27,956 $ 3,548,759 Executive Vice President 2018 and Chief Financial Officer 2017 Frank A. Lonegro(2) 2019 $ 218,542 — $ 203,249 $ 110,930 $ 310,766 $ 2,998,688 $ 1,571,746 $ 5,413,921 Former Executive Vice 2018 $ 500,000 — $ 1,180,057 $ 783,158 $ 900,000 $ 357,103 $ 20,741 $ 3,741,059 President and Chief 2017 $ 500,000 — $ 1,950,165 $ 743,772 $ 715,500 $ 869,559 $ 34,684 $ 4,813,680 Financial Officer Nathan D. Goldman 2019 $ 500,000 — $ 1,219,356 $ 2,001,314 $ 711,000 $ 172,086 $ 33,600 $ 4,637,356 Executive Vice President 2018 $ 500,000 — $ 1,180,057 $ 783,158 $ 900,000 $ 182,544 $ 36,523 $ 3,582,282 – Chief Legal Officer and 2017 Corporate Secretary Jamie J. Boychuk(1) 2019 $ 392,696 — $ 966,788 $ 1,686,335 $ 645,054 $ 81,938 $ 23,885 $ 3,796,696 Executive Vice President – 2018 Operations, CSXT 2017 Edmond L. Harris 2019 $ 600,000 — $ 1,219,356 $ 798,634 $ 853,200 $ 163,735 $ 73,237 $ 3,708,162 Executive Vice 2018 $ 589,130 $ 250,000 $ 2,824,310 $ 1,455,954 $ 1,060,435 $ 179,196 $ 154,621 $ 6,513,646 President – CSX 2017 (1)Messrs. Boone and Boychuk were promoted to their positions effective October 2, 2019.(2)75Mr. Lonegro separated from his position effective May 28, 2019. On June 4, 2019, the Company entered into a separation agreement with Mr. Lonegro. The separation agreement provides that Mr. Lonegro will receive benefits, consisting of: (i) a lump sum cash payment equal to twenty-four months of his base salary and twelve months of target level incentive opportunity; (ii) pro-rata vesting of his unvested equity awards, with any performance-based awards remaining subject to satisfaction of pre-established performance goals; and (iii) pension service for the 24-month period corresponding to the period of salary provided, plus the ability to take an unreduced pension three years early. These pension benefits are consistent with the benefits provided under the Company’s senior officer severance plan. The Company allowed this plan to expire in February 2019, but extended the benefits of the plan to Mr. Lonegro given the timing of the transition of his role to allow for optimal execution of the Company’s gradual management changeover, which was concluded with the transition of Mr. Lonegro’s role.(3)2023 Proxy Statement Bonus – The amounts included in this column represent the cash sign-on bonuses in 2018 for Mr. Harris and in 2017 for Mr. Foote.(4)Stock Awards – Amounts disclosed in this column are related to LTIP performance units, RSUs and restricted stock granted in 2017, 2018 and 2019, and reflect the aggregate grant date fair value of such stock awards computed in accordance with FASB ASC Topic 718. For performance units, the grant date fair value is based on the probable outcome of performance conditions at the time of grant. For more information and assumptions used in valuing these awards, see Note 4, Stock Plans and Share-Based Compensation in the Notes to the Consolidated Financial Statements in the 2019 Annual Report, which was filed with the SEC on February 12, 2020. If the highest level of performance under each LTIP cycle is achieved, the maximum grant date fair value of the performance units (which does not include stock options, RSUs or restricted stock) for each NEO by year of grant would be: 2019: Mr. Foote - $12,193,421, Mr. Boone - $1,922,577, Mr. Lonegro - $406,497, Mr. Boychuk - $1,933,577, Messrs. Harris and Goldman - $2,438,711; 2018: Mr. Foote - $10,620,408, Messrs. Harris and Goldman - $2,360,115, Mr. Lonegro - $1,180,057, Mr. Boone - $209,898, Mr. Boychuk - $272,705; 2017: Mr. Foote’s sign-on equity grant - $2,055,624, Mr. Lonegro - $2,166,807, Mr. Goldman $260,048.(5)Option Awards – The values included in this column represent the aggregate grant date fair value of non-qualified stock options granted to each NEO computed in accordance with FASB ASC Topic 718. For more information and assumptions used in valuing these awards, see Note 4, Stock Plans and Share-Based Compensation in the Notes to the Consolidated Financial Statements in the 2019 Annual Report, which was filed with the SEC on February 12, 2020.(6)Non-Equity Incentive Plan Compensation – The 2019 short-term incentive compensation (MICP) was paid on February 21, 2020 based on a 158% Company payout of the 2019 MICP with some payouts modified for individual performance as approved by the Committee.(7)Change in Pension Value and Non-qualified Deferred Compensation Earnings – The values in this column reflect aggregate changes in the actuarial present value of pension benefits. The changes in values result from increases in each individual’s years of service, pay and, revised mortality assumptions, as well as from a decrease in the pension discount rate from 4.24% to 3.13%. CSX measured its pension values as of December 31, 2019.(8)All Other Compensation – The values in this column include amounts for personal usage of Company aircraft, financial planning/tax preparation services, executive physical, annual health savings account contribution associated with participation in the medical plan, excess liability insurance and the Company’s match under the 401(k) and non-qualified deferred compensation plans. For Mr. Foote, this column includes, along with the items discussed above, $169,520 for Company-mandated aircraft usage, as described in the CD&A, and a $33,819 non-qualified deferred contribution Company match. For Mr. Lonegro, this column includes, along with the items discussed above, a payment of $1,522,500 under his separation agreement as outlined in footnote (2), and an accrued vacation payment of $20,192.50 CSX Corporation 2020 Proxy StatementCompensation Discussion and Analysis | 2019(2)Stock Awards – Amounts disclosed in this column are related to LTIP performance units, restricted stock units and restricted stock granted in 2020, 2021 and 2022, as applicable, and reflect the aggregate grant date fair value of such stock awards computed in accordance with FASB ASC Topic 718. For performance units, the grant date fair value is based on the probable outcome of performance conditions at the time of grant. For more information and assumptions used in valuing these awards, see Note 4, Stock Plans and Share-Based Compensation in the Notes to the Consolidated Financial Statements in the 2022 Annual Report, which was filed with the SEC on February 15, 2023. If the highest level of performance under each LTIP cycle is achieved, the maximum grant date fair value of the performance units (which does not include stock options, restricted stock units or restricted stock) for each NEO by year of grant would be: (i) 2022, Mr. Hinrichs - $8,750,033, Mr. Foote - $16,063,722, Mr. Pelkey - $2,845,605, Messrs. Boone and Boychuk - $3,084,268 and Mr. Fortune - $2,546,929; (ii) 2021, Mr. Foote - $15,251,441, Mr. Pelkey - $1,230,538 and Messrs. Boone and Boychuk - $3,672,832; and (iii) 2020, Mr. Foote - $14,974,317 and Messrs. Boone and Boychuk - $3,403,227.(3)Option Awards – The values included in this column represent the aggregate grant date fair value of non-qualified stock options granted to each NEO computed in accordance with FASB ASC Topic 718. For more information and assumptions used in valuing these awards, see Note 4, Stock Plans and Share-Based Compensation in the Notes to the Consolidated Financial Statements in the 2022 Annual Report, which was filed with the SEC on February 15, 2023.(4)Non-Equity Incentive Plan Compensation – The 2022 short-term incentive compensation (MICP) was paid on February 17, 2023 based on a 151% Company payout of the Target Incentive Opportunities for each NEO under the 2022 MICP.(5)Change in Pension Value and Non-qualified Deferred Compensation Earnings – The values in this column reflect aggregate changes in the actuarial present value of pension benefits. The changes in values result from increases in each individual’s years of service, total cash compensation and revised mortality assumptions, as well as from an increase in the pension discount rate from 2.78% to 5.02%. CSX measured its pension values as of December 31, 2022. Messrs. Hinrichs and Fortune do not participate in the CSX Pension Plan.(6)All Other Compensation – The values in this column for 2022 include amounts for personal usage of Company aircraft, financial planning/tax preparation services, annual health savings account contributions associated with participation in the medical plan, the Company’s match under the 401(k) and non-qualified deferred compensation plans, relocation expenses and the Company’s match for charitable contributions. For Mr. Hinrichs, the values in this column for 2022 include, along with the other items discussed above: $34,173 for Company-mandated personal use of Company aircraft, as described in the CD&A section; and a $50,000 property retention allowance and $7,500 for miscellaneous relocation expenses, both of which are included in the CSX Relocation Policy for management employees in a Head of Department or above role. The property retention allowance is calculated using a home appraisal on Mr. Hinrichs’ primary residence ordered by CSX’s relocation management company and is capped at $50,000. For Mr.Foote, the values in this column for 2022 include, along with the other items discussed above: $234,977 for Company-mandated personal use of Company aircraft, as described in the CD&A section; and a $43,473 non-qualified deferred contribution Company match. The aircraft usage amount was calculated using the aircraft variable cost of $3,461 and $6,314, depending upon the type of aircraft used, per hour for 2022. The aggregate incremental cost to the Company for use of the Company aircraft for personal travel is calculated by multiplying the hourly variable cost rate for the aircraft by the hours the executive used the aircraft.76 Compensation Discussion and AnalysisIn 2019,2022, the NEOs received grants of the plan-based awards as shown in the table below.Estimated Possible Payouts
Under Non-Equity Incentive
Plan Awards(1)Estimated Future Payouts
Under Equity Incentive
Awards (# units)(2)All
Other
Stock
Awards
(units)(3) All
Other
Option
Awards
(#)(4) Exercise
Price of
Option
Awards
($) Grant Date
Fair Value
of Stock
and Option
Awards
($)(5)Name Grant Date Threshold
($) Target
($) Maximum
($) Threshold
(units) Target
(units) Maximum
(units) James M. Foote Feb. 6, 2019 8,954 89,539 179,078 $ 6,096,711 Feb. 6, 2019 228,833 $ 68.09 $ 3,993,136 $ 43,359 $ 1,734,375 $ 3,468,750 Kevin S. Boone Feb. 6, 2019 167 1,671 3,342 501 $ 961,288 Feb. 6, 2019 4,485 $ 68.09 $ 78,263 Nov. 1, 2019 1,173 11,727 23,454 — Dec. 4, 2019 82,169 $ 70.45 $ 1,403,118 $ 7,592 $ 303,674 $ 607,348 Frank A. Feb. 6, 2019 299 2,985 5,970 $ 203,249 Lonegro Feb. 6, 2019 6,357 $ 68.09 $ 110,930 $ 4,917 $ 196,688 $ 393,375 Nathan D. Feb. 6, 2019 1,791 17,908 35,816 $ 1,219,356 Goldman Feb. 6, 2019 45,767 $ 68.09 $ 798,634 Dec. 4, 2019 70,431 $ 70.45 $ 1,202,680 $ 11,250 $ 450,000 $ 900,000 Jamie J. Feb. 6, 2019 202 2,015 4,030 604 $ 966,788 Boychuk Feb. 6, 2019 5,406 $ 68.09 $ 94,335 Apr. 17, 2019 80,000 $ 78.94 $ 1,592,000 Nov. 1, 2019 1,148 11,479 22,958 — $ 8,165 $ 326,609 $ 653,219 Edmond L. Feb. 6, 2019 1,791 17,908 35,816 $ 1,219,356 Harris Feb. 6, 2019 45,767 $ 68.09 $ 798,634 $ 13,500 $ 540,000 $ 1,080,000 Name Grant Date Estimated Possible Payouts
Under Non-Equity Incentive Plan
Awards(1) Estimated Future Payouts
Under Equity Incentive
Awards (# of units)(2)All
Other
Stock
Awards
(units)(3)All
Other
Option
Awards
(#)(4)Exercise
Price of
Option
Awards
($)Grant
Date Fair
Value of
Stock and
Option
Awards
($)(5)Threshold
($)Target
($)Maximum
($)Threshold
(units)Target
(units)Maximum
(units)Joseph R. Hinrichs Sept. 26, 2022 0 127,598 318,995 127,598 7,000,026 14,119 564,773 1,129,545 Sean R.
PelkeyJan. 24, 2022 17,017 584,704 Jan. 24, 2022 59,989 34.36 593,291 Feb. 16, 2022 0 32,364 80,910 16,182 1,707,363 Feb. 16, 2022 56,975 35.17 576,587 13,500 540,000 1,080,000 Kevin S.
BooneFeb. 16, 2022 0 43,848 87,696 21,924 2,313,201 Feb. 16, 2022 77,191 35.17 781,173 18,125 725,000 1,450,000 Jamie J.
BoychukFeb. 16, 2022 0 43,848 87,696 21,924 2,313,201 Feb. 16, 2022 77,191 35.17 781,173 18,125 725,000 1,450,000 Stephen Fortune Apr. 1, 2022 36,755 1,305,170 Apr. 29, 2022 0 29,667 74,168 14,834 1,528,165 12,188 487,500 975,000 James M.
FooteFeb. 16, 2022 0 182,698 456,745 91,349 9,638,233 Feb. 16, 2022 321,629 35.17 3,254,885 67,813 2,712,500 5,425,000 (1)Estimated Possible Payouts Under Non-Equity Incentive Plan Awards – The amounts in these columns reflect the threshold, target and maximum payout opportunities for 2022 under the MICP based on the Target Incentive Opportunities for each NEO. The values reflect a threshold payout of 2.5% of each NEO’s Target Incentive Opportunity, a target payout of 100% of each NEO’s Target Incentive Opportunity and a maximum payout of 200% of each NEO’s Target Incentive Opportunity. The amounts actually paid for 2022 under the MICP are included in the “Summary Compensation Table.”(2)Estimated Future Payouts Under Equity Incentive Plan Program – The amounts in these columns reflect the number of shares subject to performance units granted for the 2022-2024 LTIP cycle that are eligible to be earned and vest based on threshold, target and maximum achievement of pre-established financial performance goals. The Company’s performance over the 2022-2024 performance period will determine the number of shares that are paid out in respect of such performance units, which can range from 0% to 250% of the performance units subject to the grants. The 2022-2024 LTIP is designed to payout 0% at threshold, 100% at target and 200% at maximum. The number listed in the threshold column (0% of the total performance units subject to the grant) is the number of performance units that would be earned if the threshold performance level were achieved for only one of the financial performance measures. The NEOs also have a Relative TSR payout modifier applicable to the performance units based on a linear formula, which can increase or decrease the payout by as much as 25%, giving them a threshold payout of 0% and a maximum payout of 250%. The number listed in the threshold column (0% of the total performance units subject to the grant) is the number of performance units that would be earned if the threshold performance level were achieved for only one of the financial performance measures and the modifier is -25%. If both financial performance measures reach threshold performance level and the modifier is -25%, the resulting threshold payout would be 12.5% for the NEOs. The number listed in the maximum column (250% of the total performance units subject to the grant) is the number of performance units that would be earned if each metric pays out at a maximum of 200% and the modifier is +25%.(1)Estimated Possible Payouts Under Non-Equity Incentive Plan Awards – The amounts in these columns reflect what the payments could have been for 2019 under the MICP using the Target Incentive Opportunities for each NEO. The values reflect a threshold payout of 10%, a target payout of 100% and a maximum payout of 200% if the Company performance measures payout at these levels.(2)77Estimated Future Payout Under Equity Incentive Plan Programs – The values in these columns reflect the potential payout in shares under the 2019-2021 LTIP cycle based on pre-established financial performance goals. The Company’s performance will determine a payout of shares that can range from 0% to 200% of the LTIP performance unit grants. The values reflect payouts of 10% at threshold, 100% at target and 200% at maximum. The 10% threshold assumes that only one financial performance measure met the threshold performance level. If both financial performance measures reach threshold performance level, the resulting payout would be 20%. Messrs. Boone and Boychuk became executive officers of CSX in October 2019. Their annual equity grants, made in February, reflected CSX practices for non-officer executives. In recognition of their promotions and becoming executive officers of CSX, each received supplemental equity grants of performance stock units later in the year.(3)2023 Proxy Statement All Other Stock Awards – The value in this column reflects the number of RSUs granted in 2019. Messrs. Boone and Boychuk became executive officers of CSX in October 2019. Their annual equity grants, made in February, reflected CSX practices for non-officer executives.(4)All Other Option Awards – The value provided for Mr. Boychuk with respect to the non-qualified stock options granted to him on April 17, 2019, represents the number of non-qualified stock options granted as part of a retention award, which vest and become exercisable on April 17, 2022. The options granted to Mr. Boychuk on April 17, 2019, were granted with an exercise price equal to the closing price on the date of grant of $78.94. The values provided for Messrs. Boone and Goldman with respect to the non-qualified stock options granted on December 4, 2019, represents the number of non-qualified stock options granted as part of a retention award, which vest and become exercisable on December 4, 2022. The options granted to Messrs. Boone and Goldman on December 4, 2019, were granted with an exercise price equal to the closing price on the date of grant of $70.45. For all other NEOs, the amount in this column represents the number of non-qualified stock options granted on February 6, 2019, which vest and become exercisable on a three-year graded schedule. One third of these options will become exercisable on February 6, 2020, February 6, 2021 and February 6, 2022. These options were granted with an exercise price equal to the closing stock price on the date of grant of $68.09.(5)Grant Date Fair Value of Stock and Option Awards – The values in this column reflect the grant date fair value of performance units (based on the probable outcome of the performance conditions, which is the target number); RSUs, restricted stock and non-qualified stock options granted in 2019, calculated in accordance with FASB ASC Topic 718.WWW.CSX.COM 51Compensation Discussion and Analysis | 2019(3)All Other Stock Awards – The amounts in this column represent the number of restricted stock units granted to Messrs. Pelkey, Boone, Boychuk and Foote on February 16, 2022. Restricted stock units were granted to Mr. Hinrichs on September26,2022. These units will vest on September 26, 2025, subject to the NEO’s continued employment through the applicable vesting date. The amount for Mr. Pelkey includes additional restricted stock units granted on January 24, 2022, in connection with his promotion to the position of Executive Vice President and Chief Financial Officer. Restricted stock units were granted to Mr. Fortune on April1,2022, in connection with his hire, and restricted stock units were granted on April 29, 2022, representing his proration into the 2022-2024 LTIP. The restricted stock units granted on April 1, 2022 will vest on a three-year graded vesting schedule on each of the first three anniversaries of the grant date, generally subject to the NEO’s continued service through the applicable vesting date.(4)All Other Option Awards – The amounts in this column represent the number of non-qualified stock options granted to Messrs.Pelkey, Boone, Boychuk and Foote on February 16, 2022, which vest and become exercisable on a three-year graded vesting schedule. One third of these options will become exercisable on February 16, 2023, February 16, 2024 and February16,2025. These options were granted with an exercise price equal to the closing stock price on the date of grant of $35.17. The amount for Mr. Pelkey includes additional non-qualified stock options granted on January 24, 2022, as a result of him being named Executive Vice President and Chief Financial Officer. These options were granted with an exercise price equal to the closing stock price on the date of grant of $34.36.(5)Grant Date Fair Value of Stock and Option Awards – The values in this column reflect the grant date fair value of performance units and non-qualified stock options granted in 2022, calculated in accordance with FASB ASC Topic 718 and, for performance units, based on the probable outcome of the performance conditions (which is the target). For more information and assumptions used in valuing these awards, see Note 4, Stock Plans and Share-Based Compensation in the Notes to the Consolidated Financial Statements in the 2022 Annual Report, which was filed with the SEC on February 15, 2023, and, for the grant date value of the performance units if maximum levels of performance are achieved, see footnote 3 to the “Summary Compensation Table.”78 Compensation Discussion and Analysis2022 Outstanding Equity Awards at Fiscal Year End2019 Outstanding Equity Awards at Fiscal Year EndThe table below presents information pertaining to all outstanding equity awards held by the NEOs as of December 31, 2019.2022. Stock awards are comprised of outstanding performance units, non-qualified stock options, restricted stock units and RSUs.Option Awards Stock Awards Name Number of
Securities
Underlying
Exercisable
OptionsNumber of
Securities
Underlying
Unexercisable
OptionsOption
Exercise
Price
($)Option
Expiration
DateNumber
of Shares
or Units of
Stock That
Have Not
Vested(1)Market
Value of
Shares
or Units
of Stock
That Have
Not Vested
($)(2)Equity
Incentive
Plan
Awards:
Number of
Unearned
Shares,
Units
or Other
Rights That
Have Not
Vested(3)Equity
Incentive
Plan Awards:
Market or
Payout Value
of Unearned
Shares,
Units or
Other Rights
That Have
Not Vested
($)(4)James M. Foote — 76,040 52.92 10/25/27 376,410 $ 27,237,028 — 242,229 53.82 02/06/28 — 228,833 68.09 02/06/29 Kevin S. Boone — 5,323 52.78 10/01/27 6,019 $ 435,535 30,696 $ 2,221,163 — 5,028 53.82 02/06/28 — 4,485 68.09 02/06/29 — 82,169 70.45 12/04/29 Frank A. Lonegro — 47,779 48.39 02/10/26 24,075 $ 1,742,067 27,896 $ 2,018,555 — 25,419 53.82 02/22/27 — 6,357 68.09 02/06/28 Nathan D. Goldman 38,241 — 24.99 12/08/25 1,343 $ 97,179 79,668 $ 5,764,776 11,013 — 24.13 02/10/26 — 5,931 48.39 02/22/27 — 53,829 53.82 02/06/28 — 45,767 68.09 02/06/29 — 70,431 70.45 12/04/29 Jamie J. Boychuk — 4,087 53.96 05/26/27 9,738 $ 704,642 8,608 $ 622,875 — 4,286 53.82 02/06/28 — 5,406 68.09 02/06/29 — 80,000 78.94 04/17/29 Edmond L. Harris — 53,652 58.48 01/10/28 23,074 $ 1,669,635 79,668 $ 5,764,776 — 53,829 53.82 02/06/28 — 45,767 68.09 02/06/29 Option Awards Stock Awards Name Options
ExercisableOptions
Unexercisable(1)Option
Price
($)Option
Expiration
Date Shares
Not
Vested(2)Market
Value($)(3)Equity
Incentive
Awards
Not
Vested(4)Market
Value($)(5)Joseph R. Hinrichs — — — 127,598 3,952,986 127,598 3,952,986 Sean R. Pelkey 2,223 — 16.13 2/22/27 41,209 1,276,655 48,378 1,498,750 10,632 — 17.94 2/6/28 9,429 — 22.70 2/6/29 13,230 6,618 26.50 2/18/30 2,565 5,136 29.49 2/9/31 7,389 14,784 33.21 6/4/31 — 59,989 34.36 1/24/32 — 56,975 35.17 2/16/32 Kevin S. Boone 15,969 — 17.59 10/1/27 46,833 1,450,886 93,666 2,901,773 15,084 — 17.94 2/6/28 13,455 — 22.70 2/6/29 246,507 — 23.48 12/4/29 144,618 72,309 26.50 2/18/30 31,050 62,100 29.49 2/9/31 — 77,191 35.17 2/16/32 Jamie J. Boychuk 12,261 — 17.99 5/26/27 46,833 1,450,886 93,666 2,901,773 12,858 — 17.94 2/6/28 16,218 — 22.70 2/6/29 240,000 — 26.31 4/17/29 144,618 72,309 26.50 2/18/30 31,050 62,100 29.49 2/9/31 — 77,191 35.17 2/16/32 Stephen Fortune — — — 51,589 1,598,227 29,667 919,084 James M. Foote 228,120 — 17.64 10/25/27 — — 390,271 12,090,596 726,687 — 17.94 2/6/28 686,499 — 22.70 2/6/29 636,318 318,159 26.50 2/18/30 129,372 258,747 29.39 2/10/31 — 321,629 35.17 2/16/32 (1)Number of Shares or Units of Stock That Have Not Vested – The units reflected in this column represent RSUs granted in February 2017, 2018 and 2019 that will vest in 2020, 2021 and 2022 respectively, assuming continued employment. This column also includes 2,089 shares of restricted stock awarded to Mr. Boychuk in May 2017 that will vest in May 2020; 569 shares of restricted stock awarded to Mr. Boone in October 2017 that will vest in October 2020; 23,074 shares of RSUs awarded to Mr. Harris in August 2018 that will vest in August 2021; and 6,546 and 4,364 shares of restricted stock awarded to Messrs. Boychuk and Boone, respectively, in September 2018 that will vest in September 2021.(2)79Market value of Shares or Units of Stock That Have Not Vested – The market values are based on the Company’s closing stock price as of December 31, 2019, the last trading day of 2019, of $72.36.(3)2023 Proxy Statement Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested – In accordance with the SEC requirements for this table, the number of shares shown in the column above represents the sum of the performance units that would be payable under the 2018-2020 and 2019-2021 LTIPs if the Company’s cumulative performance through 2019 was applied to each plan’s performance measures. The Company’s performance through 2019 would have resulted in a 200% payout for the 2018-2020 LTIP and 200% for the 2019-2021 LTIP, even though these cycles are not yet complete. The number of performance units shown is equal to the maximum payout for the 2018-2020 and 2019-2021 LTIP cycles.(4)Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested – The market values are based on the Company’s closing stock price as of December 31, 2019, the last trading day of 2019, of $72.36.52 CSX Corporation 2020 Proxy StatementCompensation Discussion and Analysis |(1)Number of Securities Underlying Unexercised Options (Unexercisable) – All stock options were granted 10 years prior to the Option Expiration Date listed in the table above. The stock options granted to all NEOs prior to 2019, to Mr. Boychuk on April 17, 2019 and to Mr. Boone on December 4, 2019, in each case, vest and become exercisable on the third anniversary of the date of grant, generally subject to the NEO’s continued service through the applicable vesting date. The stock options granted to Mr.Pelkey on January 24, 2022 vest and become exercisable on a graded vesting schedule, with 50% vesting on the second anniversary of the grant date and 50% vesting on the third anniversary of the grant date. The other stock options granted to the NEOs in 2020, 2021, and 2022 vest and become exercisable on a three-year graded vesting schedule on each of the first three anniversaries of the grant date, generally subject to the NEO’s continued service through the applicable vesting date.(2)Number of Shares or Units of Stock That Have Not Vested – The units reflected in this column represent restricted stock units granted: on January 24, 2022 to Mr. Pelkey that vest 50% on January 24, 2024 and 50% on January 24, 2025; on April 1, 2022 to Mr.Fortune that vest one-third on April 1, 2023, one-third on April 1, 2024 and one-third on April 1, 2025; and on September 26, 2022 to Mr. Hinrichs that vest on September 26, 2025. Vesting of all outstanding awards are generally subject to the NEO’s continued service through the applicable vesting date. This column also includes restricted stock units granted under the 2021-2023 LTIP cycle and the 2022-2024 LTIP cycle. No RSUs were granted to NEOs under the 2020-2022 LTIP cycle.(3)Market Value of Shares or Units of Stock That Have Not Vested – The market values are based on the closing price of the Company’s common stock as of December 30, 2022 (the last trading day of 2022) of $30.98.(4)Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested – The amounts reflected in this column represent performance units granted under the 2021-2023 and 2022-2024 LTIPs. The number of performance units shown is equal to the target number of performance units granted under the 2021-2023 LTIP cycle and the 2022-2024 LTIP cycle. These performance units are eligible to be earned and vest based on achievement of Company performance measures over the applicable performance period. Performance units granted under the 2020-2022 LTIP cycle are considered earned as of December 31, 2022 and are included in the “2022 Option Exercises and Stock Vested” table below.(5)Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested – The market values are based on the closing price of the Company’s common stock as of December 30, 2022 (the last trading day of 2022) of $30.98 per share.80 Compensation Discussion and AnalysisThe table below presents the value of performance units, non-qualifiedrestricted stock options, RSUsunits and restricted stock that vested in 2019.Option Awards Stock Awards Name Shares Acquired
on Exercise(1) Value Realized
on Exercise(2) Shares Acquired
on Vesting(3) Value Realized
on Vesting(4)James M. Foote — — — — Kevin S. Boone — — — — Frank A. Lonegro 82,599 3,797,493 59,324 $4,421,077 Nathan D. Goldman — — 31,047 $2,365,939 Jamie J. Boychuk — — — — Edmond L. Harris — — — — Option Awards Stock Awards Name Shares
Acquired on
Exercise(1)Value
Realized on
ExerciseShares
Acquired on
Vesting(2)Value
Realized on
Vesting(3)Joseph R. Hinrichs — — — — Sean R. Pelkey — — 10,816 330,472 Kevin S. Boone — — 87,916 2,656,905 Jamie J. Boychuk — — 88,225 2,667,504 Stephen Fortune — — — — James M. Foote — — 575,359 17,509,038 (1)Shares Acquired on Exercise – No stock options were exercised in the 2022 plan year.(2)Shares Acquired on Vesting – Shares acquired through stock awards include: (i) performance units that were paid out pursuant to the 2020-2022 LTIP; (ii) restricted stock units that vested in February 2022 pursuant to the 2019-2021 LTIP; and (iii) outstanding restricted stock units granted to Mr. Foote pursuant to the 2021-2023 and 2022-2024 LTIP cycles, since there are no further conditions on his receiving the shares per his employment letter.(3)Value Realized on Vesting – The values in this column reflect: (i) the number of performance units paid out pursuant to the 2020-2022 LTIP cycle multiplied by $30.15, the closing price of the Company’s common stock on January 26, 2023, which is the date the performance units were paid out; (ii) the aggregate number of shares of restricted stock units that vested on February 6, 2022 multiplied by $34.30, the closing price of CSX common stock on the applicable vesting date; and (iii) the aggregate number of shares of restricted stock units granted to Mr. Foote pursuant to the 2021-2023 and 2022-2024 LTIP cycles multiplied by $30.98, the closing price of the Company’s common stock on December 30, 2022 (the last trading day of 2022).(1)Shares Acquired on Exercise – Shares acquired on exercise include non-qualified stock options exercised on July 18, 2019 by Mr. Lonegro.(2)81Value Realized on Exercise – The values in this column reflect the number of non-qualified stock options exercised by Mr. Lonegro on July 18, 2019, multiplied by the difference between the grant’s exercise price of $24.13 on February 10, 2016, and the closing stock price on July 18, 2019 of $70.11.(3)2023 Proxy Statement Shares Acquired on Vesting – Shares acquired through stock awards include: (i) performance units that were paid out pursuant to the 2017-2019 LTIP; (ii) RSUs that vested in February 2019 pursuant to the 2016-2018 LTIP; and (iii) restricted stock that vested for Mr. Goldman on May 13, 2019, as part of his 2016 retention award. Messrs. Foote, Boone, Boychuk and Harris did not receive awards under the 2016 – 2018 LTIP or the 2017-2019 LTIP, as they were not employed with CSX at the time of grant.(4)Value Realized on Vesting – The values in this column reflect: (i) the number of performance units paid out pursuant to the 2017-2019 LTIP cycle multiplied by $76.40, the closing stock price on January 17, 2020; and (ii) the aggregate number of restricted stock and RSUs that vested in 2019 multiplied by the closing price of CSX common stock on the applicable vesting date.Compensation Discussion and Analysis2022 Pension Benefits TableAs described below, CSX maintains closed defined benefit pension plans (qualified and non-qualified) under which the NEOs are eligible for benefits.Name Plan Name Years
Credited
Service Present Value
Accumulated
Benefits Payments
During
Last FYJames M. Foote Qualified CSX Pension Plan 2.250 $ 62,928 — Non-qualified Special Retirement Plan 2.250 $ 921,620 — Kevin S. Boone Qualified CSX Pension Plan 2.333 $ 46,954 — Non-qualified Special Retirement Plan 2.333 $ 103,015 — Frank A. Lonegro Qualified CSX Pension Plan 19.083 $ 678,868 — Non-qualified Special Retirement Plan(1) 19.083 $ 5,063,519 — Nathan D. Goldman Qualified CSX Pension Plan 16.583 $ 398,492 — Non-qualified Special Retirement Plan 16.583 $ 574,131 — Jamie J. Boychuk Qualified CSX Pension Plan 2.667 $ 53,815 — Non-qualified Special Retirement Plan 2.667 $ 110,044 — Edmond L. Harris Qualified CSX Pension Plan 2.000 $ 60,756 — Non-qualified Special Retirement Plan 2.000 $ 282,175 — (1)Under the terms of the Special Retirement Plan, non-qualified pension benefits can be paid in the same form as under the Pension Plan. Mr. Lonegro is the only NEO that is part of the Final Average Pay Formula for employees hired before January 1, 2003. All other NEOs are part of the Cash Balance Formula. The Final Average Pay Formula provides for a benefit in the form of a life annuity starting at age 65. The compensation used under this formula includes the highest aggregate base salary and short-term incentive payments for the employee’s highest consecutive 60-month period. The benefit is equal to 1.5% of the employee’s final average pay multiplied by their years of CSX service. This amount is then reduced by 40% of the employee’s Social Security benefits or 60% of the employee’s Railroad Retirement benefits, or both, as applicable. Mr. Lonegro received a 24-month pension service credit plus the ability to take an unreduced pension three years early under the terms of his separation agreement. In addition, his pension benefit increased due to a decrease in the pension discount rate from 4.24% to 3.13%.WWW.CSX.COM 53Name Plan Name Years
Credited
ServicePresent Value
Accumulated
Benefits($)(2)Payments
During
Last FYJoseph R. Hinrichs(1)Qualified Pension Plan — — — Non-qualified Special Retirement Plan — — — Sean R. Pelkey Qualified Pension Plan 17.500 270,276 — Non-qualified Special Retirement Plan 17.500 230,994 — Kevin S. Boone Qualified Pension Plan 5.333 130,688 — Non-qualified Special Retirement Plan 5.333 433,798 — Jamie J. Boychuk Qualified Pension Plan 5.667 138,307 — Non-qualified Special Retirement Plan 5.667 444,915 — Stephen Fortune(1)Qualified Pension Plan — — — Non-qualified Special Retirement Plan — — — James M. Foote Qualified Pension Plan 5.250 169,139 — Non-qualified Special Retirement Plan 5.250 2,656,862 — (1)Messrs. Hinrichs and Fortune do not participate in the pension plans, based on their hire date; more information on the qualified Pension Plan can be found under the “Benefits” subsection of the CD&A section beginning on page 72 of this Proxy Statement. They instead receive a non-elective contribution of 3% of base pay and actual bonus into their CSXtra 401(k) Plan accounts and Executive Deferred Compensation Plan (EDCP) accounts.(2)For each of the NEOs, pension benefits accrue based on a “cash balance” formula. Under the cash balance formula, benefits are expressed in the form of a hypothetical account balance. For each month of service, the NEO’s account is credited with a percentage of the participant’s pay for that month. The percentage of pay credited is determined based on the participant’s age and years of service. More information on the qualified Pension Plan can be found under the “Benefits” subsection of the CD&A beginning on page72 of this Proxy Statement.Compensation Discussion and Analysis | 2019The following table presents a summary of 20192022 contributions made under the EDCP, as well as associated 20192022 earnings, distributions and year-end balances. Two types of deferrals are represented below: cash and CSX stock deferrals. Cash deferrals include deferred portions of an NEO’s base salary and short-term incentive payments. CSX stock deferrals include deferred portions of compensation payable in the form of CSX common stock.Name Executive
Contributions
Last Fiscal Year(1) Registrant
Contributions
Last Fiscal Year(2) Aggregate
Earnings
Last Fiscal Year(3) Aggregate
Distributions
Last Fiscal Year Aggregate
Balance
Last Fiscal
Year EndJames M. Foote $ 75,000 33,819 $ 43,810 — $ 243,524 Kevin S. Boone $ 134,228 $ 3,737 $ 18,126 — $ 158,899 Frank A. Lonegro $ 8,350 $ 4,871 $ 191,834 — $ 1,123,751 Nathan D. Goldman $ 13,225 $ 7,715 $ 3,336 — $ 70,510 Jamie J. Boychuk — — — — — Edmond L. Harris $ 19,225 $ 11,214 $ 2,928 — $ 59,124 (1)Executive Contributions in Last Fiscal Year – The values in this column reflect salary deferred by the executives in 2019Name Executive
Contributions
Last Fiscal
Year(1)Registrant
Contributions
Last Fiscal
Year(2)Aggregate
Earnings
Last Fiscal
Year(3)Aggregate
Distributions
Last Fiscal
YearAggregate
Balance
Last Fiscal
Year-EndJoseph R. Hinrichs 10,950 6,388 (101) — 17,237 Sean R. Pelkey 29,950 8,975 (1,422) — 37,503 Kevin S. Boone 25,150 14,671 (19,216) — 102,512 Jamie J. Boychuk 25,150 14,671 (8,210) — 73,338 Stephen Fortune — — — — — James M. Foote 92,750 43,473 (133,222) — 689,606 (1)Executive Contributions in the Last Fiscal Year – The values in this column reflect salary deferred by the NEOs in 2022, under the EDCP. These amounts are also included in the “Salary” column of the “Summary Compensation Table.”(2)Company Contributions in the Last Fiscal Year – Company contributions in 2022 are also reported in the “All Other Compensation” column of the “Summary Compensation Table.”(3)Aggregate Earnings in the Last Fiscal Year – Earnings on cash deferrals include the total gains and losses credited in 2022 based on participant investment elections.(2)Registrant Contributions in Last Fiscal Year – Company contributions in 2019 are also reported in the All Other Compensation column of the Summary Compensation Table.(3)Aggregate Earnings in Last Fiscal Year – Earnings on cash deferrals include the total gains and losses credited in 2019 based on participant investment elections.82Compensation Discussion and AnalysisPotential Payouts Under Change-of-Control AgreementsThe following table presents the severance benefits to which each of the NEOs would be entitled as of December 31, 2019,2022, under his or her Change-of-Control Agreementchange-of-control agreement upon the hypothetical termination of employment following a change-of-control:change of control: (i) by CSX other than for cause or disability; (ii) by the NEO for good reason; or (iii) upon a constructive termination. The definitions of “change of control”, “cause”, “disability”, “good reason” and “constructive termination” are set forth in the Change-of-Control Agreements.change-of-control agreements. No payments have been made to any NEO pursuant to the Change-of-Control Agreements.Name Severance(1) Pro-Rata
Bonus Payment(2) Equity(3) Welfare
Benefit Values(4) Outplacements Aggregate
PaymentsJames M. Foote $ 8,970,000 $ 2,740,313 $ 21,970,150 $ 28,944 $ 40,000 $ 33,749,407 Kevin S. Boone $ 2,698,475 $ 479,805 $ 1,762,711 $ 76,104 $ 40,000 $ 5,057,095 Nathan D. Goldman $ 2,840,500 $ 711,000 $ 6,852,213 $ 76,104 $ 40,000 $ 10,519,817 Jamie J. Boychuk $ 2,840,500 $ 516,043 $ 1,550,778 $ 75,222 $ 40,000 $ 5,022,543 Edmond L. Harris $ 3,408,600 $ 853,200 $ 6,490,127 $ 7,452 $ 40,000 $ 10,799,379 (1)Severance – change-of-control agreements. In addition, no hypothetical amounts are included for Mr. Foote, whose actual termination payments are described below.Name Severance
($)(1)Pro-Rata
Bonus
Payment
($)(2)Equity
($)(3)Welfare
Benefit
Values
($)(4)Outplacements
($)(5)Aggregate
Payments
($)Joseph R. Hinrichs 10,500,000 852,806 7,905,972 58,679 40,000 19,357,457 Sean R. Pelkey 3,408,600 815,400 3,416,763 81,108 40,000 7,761,871 Kevin S. Boone 4,335,500 1,094,750 10,410,262 81,108 40,000 15,961,620 Jamie J. Boychuk 4,335,500 1,094,750 9,621,679 80,078 40,000 15,172,007 Stephen Fortune 3,887,000 736,125 2,517,311 81,108 40,000 7,261,544 (1)Severance – Represents a cash severance payment equal to 3 times the sum of the annual base salary and “target bonus” for Mr. Hinrichs, and 2.99 times the sum of annual base salary and “target bonus” for all other NEOs.(2)Pro-rata Bonus Payment – Represents the annual bonus that would have been payable based upon the NEO’s Target Incentive Opportunity and the plan’s payout percentage (151% of target for 2022). Because the hypothetical termination is occurring on the last day of the year, the amount in the table is not prorated.(3)Equity – Represents the value of outstanding equity awards that would vest in connection with the transaction, including LTIP performance units based on 100% attainment of target levels under the 2020-2022, 2021-2023 and 2022-2024 LTIPs and the closing price of the Company’s common stock on December 30, 2022 (the last trading day of 2022) of $30.98 per share.(4)Welfare Benefit Values – Estimated values associated with the continuation of medical, prescription, dental, disability, employee life, group life, accidental death and travel insurance for three years post-termination following a change of control.(5)Outplacements – Values associated with outplacement services at a cost to 2.99 times the sum of the NEO’s annual base salary and “target bonus”.(2)Pro-rata Bonus Payment – The “annual bonus” based upon the NEO’s target incentive opportunity and the plan’s achievement percentage (158%) pro-rated for the number of days in the calendar year prior to a hypothetical termination of employment as of December 31, 2019.(3)Equity – Full LTIP performance unit payout based on 100% attainment of target levels under the 2017-2019, 2018-2020 and 2019-2021 LTIPs; full vesting of outstanding RSUs and restricted stock awards; as well as the value of outstanding stock options, each based upon the closing stock price on December 31, 2019 of $72.36.(4)Welfare Benefit Values – Estimated values associated with the continuation of medical, prescription, dental, disability, employee life, group life, accidental death and travel insurance for three years post-termination following a change-of-control.54 CSX Corporation 2020 Proxy StatementCompensation Discussion and Analysis | Potential Payouts Under Change-of-Control AgreementsBenefits Provided During the Employment Period Where No Termination has OccurredEach Change-of-Control Agreementchange-of-control agreement provides that, for a period of up to three years after a change-of-controlchange of control (or, if later, 12 months following the final decision by an agency of a regulated business combination) (the “Employment Period”), CSX is required to:●Pay the executive an annual base salary that is at least equal to the highest base salary payable to the executive in the 12-month period immediately preceding the Employment Period (although certain reductions in salary that are also applicable to similarly situated peernpay the executive an annual base salary that is at least equal to the highest base salary payable to the executive in the 12-month period immediately preceding the Employment Period (although certain reductions in salary that are also applicable to similarly-situated Company executives may be permitted);nprovide the executive with an opportunity to earn an annual incentive payment at a minimum, target and maximum level that is not less favorable than the executive’s opportunity to earn such annual incentives prior to the Employment Period (although certain reductions also applicable to similarly-situated Company executives may be permitted); andnensure the executive is eligible to participate in incentive, retirement, health and group benefits and other retirement–related benefit plans and to benefit from paid vacation and other policies of CSX and its affiliates, on a basis not less favorable than the benefits generally available to the executive before the Employment Period (or the benefits generally available to other executives at any time after the beginning of the Employment Period, whichever is more favorable).●83Provide the executive with an opportunity to earn an annual incentive at a minimum, target and maximum level that is not less favorable than the executive’s opportunity to earn such annual incentives prior to the Employment Period (although certain reductions also applicable to similarly situated peer executives may be permitted); and●2023 Proxy Statement Ensure the executive is eligible to participate in incentive, retirement, health and group benefits and other retirement–related benefit plans and to benefit from paid vacation and other policies of CSX and its affiliates, on a basis not less favorable than the benefits generally available to the executive before the Employment Period (or the benefits generally available to peer executives at any time after the beginning of the Employment Period, whichever is more favorable).Compensation Discussion and AnalysisBenefits Provided if the NEONEO’s Employment is TerminatedEach Change-of-Control Agreementchange-of-control agreement provides that CSX will pay to the NEO the severance benefits described below if, during the Employment Period, CSX terminates the NEO’s employment withoutother than for cause or disability, if the NEO resigns for good reason or upon a constructive termination (as such terms are defined in the Change-of-Control Agreements)change-of-control agreements). An NEO whose employment is terminated without cause in anticipation of a change-of-controlchange of control is also entitled to the following benefits.Cash Severance Payment—A lump sum cash severance payment equal to the sum of the following:●Executive’s “annual bonus” based upon the Executive’s target incentive opportunity and the plan’s achievement percentage pro-rated for the number of days in the calendar year prior to a hypothetical termination of employment; and●2.99 times the sum of the NEO’s annual base salary and the NEO’s “target bonus”.nthe NEO’s “annual bonus” based upon the NEO’s target incentive opportunity and the plan’s achievement percentage prorated for the number of days in the calendar year prior to a termination of employment; andn3 times the sum of the annual base salary and “target bonus” for Mr. Hinrichs, and 2.99 times the sum of the annual base salary and “target bonus” for all other NEOs.Medical and Other Group Benefits—The equivalent of continued medical and life insurance and other health and group benefits coverage for three years after termination of employment at a level at least as favorable as the benefits provided to the NEO during the Employment Period (or the benefits then generally available to peerother executives, whichever is more favorable).Outplacement—Outplacement services at a cost to CSX not to exceedof $40,000.Other “Change-of-Control” Rights Available to the NEOsPursuant to the terms of the Stock Plans,Plan, in the event of a change-of-control combined with an involuntarytermination of employment, termination,by CSX without cause or by the NEO for good reason, in either case, within three years following a change of control:nperformance-based equity awards are impacted as follows:●Performance grants vest at target levels;●RSUs and unvested stock options are payable immediately in cash; and●Restricted stock immediately vests.nrestricted stock units and unvested stock options are cancelled in exchange for a cash payment equal to the fair market value of a share, minus the exercise price, if applicable, multiplied by the number of shares subject to the award; andnrestricted stock vests in full.Impact of a Change-of-ControlChange of Control on Deferred Compensation (EDCP) and Retirement Plan BenefitsIn accordance with the terms of the EDCP, distribution of the entire account balance shall be made to participants upon a change-of-control unlesschange of control (as defined in the individual participant elects otherwise.EDCP). The Special Retirement Plan also contains certain change-of-control provisions.WWW.CSX.COM 55Compensation Discussion and Analysis | Potential Payouts Under Change-of-Control AgreementsThe Company does not provide gross-up payments for excess parachute excise taxes. Rather, the Change-of-Control Agreementschange-of-control agreements provide that the Company will providegive the best-net-benefit best-net-benefit—meaning that, to the extent an NEO would have a higher net after-tax benefit if he or she avoidedhis payments were reduced so as to avoid excise taxes due to an excess parachute payment, the payments will be automatically adjusted downward to prevent an excess parachute payment.84 Compensation Discussion and AnalysisPost-Employment Compensation -– Termination Withoutwithout Cause by the Company or by the Executive for Good ReasonThe following table presents the severance benefits to which each of the NEO’sNEOs would be entitled as of December 31, 2019,2022, under the applicable severance arrangement assuming the NEO was terminated “without cause” by the Company or by the executive for “good reason.”Name Severance(1) Stock
Awards(2) Option
Awards(2) Non-Equity
Incentive Plan
Compensation(3) Other
Compensation(4) Total
Compensation
PayableJames M. Foote $ 6,000,000 $ 15,023,890 $ 6,946,260 $ 2,740,313 $ 61,648 $ 30,772,111 Kevin S. Boone $ 118,750 $ 852,763 $ 216,594 $ 479,805 $ 58,342 $ 1,726,254 Nathan D. Goldman $ 375,000 $ 1,781,286 $ 3,678,214 $ 711,000 $ 71,026 $ 6,616,526 Jamie J. Boychuk $ 125,000 $ 666,870 $ 177,747 $ 516,043 $ 58,269 $ 1,543,929 Edmond L. Harris $ 150,000 $ 4,552,023 $ 1,938,105 $ 853,200 $ 54,484 $ 7,547,812 Name Severance
($)(1)Stock
Awards
($)(2)Option
Awards
($)(2)Non-Equity
Incentive Plan
Compensation
($)(3)Other
Compensation
($)(4)Total
Compensation
Payable
($)Joseph R. Hinrichs 7,000,000 805,104 — 852,806 67,312 8,725,222 Sean R. Pelkey 1,140,000 1,289,301 350,084 815,400 75,172 3,669,957 Kevin S. Boone 1,450,000 3,756,263 3,479,819 1,094,750 75,172 9,856,004 Jamie J. Boychuk 1,450,000 3,756,263 2,691,236 1,094,750 74,829 9,067,078 Stephen Fortune 1,300,000 863,936 2,691,236 736,125 75,172 5,666,469 (1)Severance – Per his employment agreement, Mr. Hinrichs would receive two times his annual salary plus two times his target annual bonus. As a result of his retirement on December 31, 2022, Mr. Foote did not receive a severance payment. All other NEOs would receive one times their base salary plus one times their target annual bonus, as determined by the executive severance plan established in September 2022.(2)Stock and Option Awards – This includes a prorated amount of all outstanding equity awards as of December 31, 2022. However, all equity would be settled according to each grant’s original vesting schedule. All performance unit calculations in the table assume a target performance; however, actual vesting would be based on Company performance. All equity awards have been valued using the closing stock price on December 30, 2022 (the last trading day of 2022) of $30.98. The option awards have been calculated using the difference between the respective grant’s exercise price and the closing stock price on December 31, 2022, multiplied by the prorated number of options held by the NEO. The prorated options would remain outstanding until the end of their originally scheduled term.(3)Non-Equity Incentive Plan Compensation – Represents the annual bonus that would have been payable based upon the NEO’s Target Incentive Opportunity and the plan’s payout percentage (151% of target for 2022, as described above). Because the hypothetical termination is occurring on the last day of the year, the amount in the table is not prorated.(4)Other Compensation – Each NEO would be eligible to receive outplacement and financial planning services of $40,000 and $12,000, respectively. In addition, each would also have the option to continue their medical and dental benefits if they elected to receive their severance as monthly installments over the period their monthly severance payments are made.Post-Employment Compensation for Former CEO James M. FooteIn connection with our hiring of Mr. Hinrichs as CSX President and CEO, we entered into a six-month transition and consulting agreement with Mr. Foote during which he would receive the following compensation:nHis continued base salary through his December 31, 2022 retirement date and an annual bonus for 2022 of $4,095,875 based on actual performance in accordance with the Company’s Management Incentive Compensation Plan (MICP).nA monthly fee of $350,000 for consulting services rendered for the period January 1, 2023 to March 31, 2023, which represents a continuation of his 2022 base salary and target MICP opportunity for the three-month consulting period. These payments will be made in arrears.nContinued vesting of all outstanding unvested stock awards and option awards granted as part of the Company’s Long-Term Incentive Plan (LTIP) with a total value of $52,572,608, based on the closing stock price on December 30, 2022 (the last trading day of 2022) of $30.98.nReimbursement for all reasonable travel and other expenses incurred in performing transition and consulting services.The Committee made the decision to retain Mr. Foote as a Special Advisor through the end of 2022, after Mr. Hinrichs was appointed as the new CSX President and CEO in September 2022, to ensure a smooth leadership transition and so that Mr. Foote could provide his decades-long knowledge from his railroad industry experiences as a resource to the Company and Mr. Hinrichs. The Committee decided that Mr. Foote should receive the same base salary for the brief period from September 26, 2022 to December 31, 2022 when Mr. Foote remained an employee given Mr. Foote's significant experience in the industry and pivotal role in the transformation of CSX's business over the past several years. For these same reasons and given the Board’s expectation that Mr. Foote would continue to work closely with Mr. Hinrichs to provide insight and advice on CSX’s business and stakeholders, the Committee also made the decision to provide Mr. Foote with payments for his consulting services rendered to the Company from January 1, 2023 to March 31, 2023. Such structure was designed to ensure at least six months of support from Mr. Foote during this changeover. The Committee believed that shareholders would benefit from Mr. Foote’s availability to CSX and Mr. Hinrichs, to transition customer and investor relationships among others, to position CSX and Mr. Hinrichs for future growth and success following his retirement.(1)Severance – Per his employment agreements, Mr. Foote would receive two times his annual salary plus two times his target annual bonus. The Section 16 Officer Severance Plan expired on February 22, 2019. As such, Mr. Goldman would receive nine months’ salary and Messrs. Boone, Boychuk and Harris would receive three months’ salary.(2)85Stock and Option Awards – This includes a prorated amount of all outstanding equity awards as of December 31, 2019, except for Messrs. Foote and Harris who would receive their full award (not prorated) per their respective employment agreements. However, all equity would be settled according to each grant’s original vesting schedule. All performance unit calculations in the table assume a target performance; however, actual vesting would be based on Company performance. All equity awards have been valued using the closing stock price on December 31, 2019 (the last trading day of 2019) of $72.36. The Option Awards have been calculated using the difference between the respective grant’s exercise price and the closing stock price on December 31, 2019, multiplied by the prorated number of Options held by the NEO. The prorated Options would remain outstanding until the end of their originally scheduled term.(3)2023 Proxy Statement Non-Equity Incentive Plan Compensation – These amounts represent what each NEO would receive as a prorated 2019 short-term incentive award at target payout.(4)Other Compensation – In accordance with the Section 16 Officer Severance Plan, each NEO would receive outplacement and financial planning services not to exceed $40,000 and $12,000, respectively. In addition, each would also have the option to continue their medical and dental benefits if they elected to receive their severance as monthly installments over the period their monthly severance payments are made.56 CSX Corporation 2020 Proxy Statement
As required by Section 953(b) of the Dodd-Frank Wall Street Reform and Consumer Protection Act, (the “Dodd-Frank Act”), and Item 402(u) of Regulation S-K, the Company is providing the following information about the ratio of the annual total compensation of CSX’s median employee and the annual total compensation of Mr. Foote as of December 31, 2019.Hinrichs. The pay ratio included in this information is a reasonable estimate calculated in a manner consistent with Item 402(u) of Regulation S-K.For 2019,2022, the last completed fiscal year:●nThe annual total compensation of the individual identified as the Company’s median employee, other than the CEO, was $107,632.●$118,048. This represents an increase of $10,276 or 10% compared to 2021. nThe annual total compensation of the CEO was $15,537,181.●$11,632,696. For the purpose of determining our CEO’s annual total compensation, we elected to use the annualized compensation of Mr. Hinrichs, who was hired on September 26, 2022 and serving as our CEO on December 31, 2022. Mr. Foote stepped down from the role of CEO in September 2022, and retired on December 31, 2022. nBased on this information, the ratio for 20192022 of the annual total compensation of Mr. FooteHinrichs to the annual total compensation of the median employee was 14499 to 1.The Company identified a new median employee as of year-end 2019.2022. To identify the median employee, as well as to determine the annual total compensation of Mr. Foote,Hinrichs, the following analysis occurred:1.1.As of December 31, 2019, the Company’s employee population consisted of approximately 20,497 employees (as reported in Item 1, Business, in the 2019 Annual Report filed with the SEC on February 12, 2020). The Company used December 31, 2019 as the date to determine the “median employee” because this date provides the most accurate representation of the Company’s workforce through the full fiscal year.2.The median employee was identified by using 2019 Medicare Wages for all individuals, excluding Mr. Foote, that were reflected in the Company’s payroll records as reported to the Internal Revenue Service on Forms W-2 for 2019.3.All employees who were full-time, part-time, or seasonal, including management and union, as well as furloughed employees who received any wages within the calendar year were included in the analysis. Employees from the Company’s consolidated subsidiaries were also included.4.Annualized compensation was determined for any full or part-time employees who were employed at year-end but did not work for the Company the entire fiscal year.5.The use of Medicare Wages is a consistently applied measure because it includes all forms of taxable compensation, which is most representative of the Company’s employee base since there are union and management workforces. All non-U.S. employees who reside in Canada (49) represent less than 1% of the Company’s overall employee population and were thus excluded. No cost-of-living adjustments were made in identifying the median employee.6.Once the median employee was identified, the Company determined the sum of all elements of such employee’s compensation for 2019 in accordance with Item 402(c)(2)(x) of Regulation S-K, which resulted in annual total compensation of $107,632. The difference between such employee’s base salary, wages, and overtime pay ($85,867) and the employee’s total annual compensation was the value of the health care benefits for the employee and eligible dependents, which was $21,765.7.The annual total compensation for Mr. Foote includes the amount reported in the “Total” column of theSummary Compensation Table included in this Proxy Statement which was determined in accordance with Item 402(c)(2)(x) of Regulation S-K, plus the added value of his health care benefits, which was $9,648.WWW.CSX.COM 57
December 31, 2022, the Company’s employee population consisted of more than 22,500 employees.2.The median employee was identified by using 2022 Medicare Wages for all individuals, excluding Mr. Hinrichs, that were reflected in the Company’s payroll records as reported to the Internal Revenue Service on Forms W-2 for 2022.3.All employees who were full-time, part-time or seasonal, including management and union, as well as furloughed employees who received any wages within the calendar year, were included in the analysis. Employees from the Company’s consolidated subsidiaries were also included. In accordance with SEC rules, all non-U.S. employees were excluded from the Dodd-Frank Act and Section 14Aanalysis. As of December 31, 2022, we employed 37 non-U.S. employees, all in Canada, which represented less than 1% of our overall employee population.4.Annualized compensation was determined for any full or part-time employees who were employed at year-end but did not work for the Company the entire fiscal year, including those who were furloughed for part of the Securities Exchange Actyear. No cost of 1934, CSXliving or other adjustments were made to compensation.5.The use of Medicare Wages is providing shareholders with the opportunity to vote on a non-binding, advisory resolution to approve theconsistently applied measure that includes all forms of taxable compensation, which we believe is most representative of the Company’s NEOs, which is disclosed pursuant toemployee base since there are union and management workforces.6.Once the median employee was identified, the Company determined the sum of all elements of such employee’s compensation for 2022, in accordance with Item 402402(c)(2)(x) of Regulation S-K, which resulted in annual total compensation of $118,048. The difference between such employee’s base salary, wages and describedovertime pay ($93,174) and the employee’s total annual compensation ($118,048) was the value of the health care benefits for the employee and eligible dependents, which was $24,874.7.The annual total compensation of $11,632,696 for Mr. Hinrichs includes the amount reported in the “Total” column of the “Summary Compensation Table” included in this Proxy Statement, which was determined in accordance with Item 402(c)(2)(x) of Regulation S-K.86 
The following table sets forth the compensation for our Principal Executive Officers (the “PEOs”) and the average compensation for our other NEOs, both as reported in the “Summary Compensation Table” and with certain adjustments to reflect the “compensation actually paid” to such individuals, as defined under SEC rules, for each of 2022, 2021 and 2020. The table also provides information on our cumulative total shareholder return (“TSR”), TSR for our peer group, Net Income and CSX Cash Earnings.Year(a)SummaryCompensationTable Totalfor Current PEO(1)(b)CompensationActually Paidto Current PEO(2)(c)SummaryCompensationTable Totalfor Former PEO(1)(b1)CompensationActually Paidto Former PEO(2)(c1)AverageSummaryCompensationTable Total forNon-PEO NEOs(1)(d)AverageCompensationActually Paid toNon-PEO NEOs(2)(e)Value of Initial Fixed $100Investment Based On:NetIncome(4)(in Millions)(h)CSX Cash Earnings(5)(in Millions)(i)TotalShareholderReturn(f)Peer GroupTotalShareholderReturn(3)(g)2022 $8,348,517 $9,301,674 $19,536,434 $9,694,786 $4,856,562 $3,422,243 $137 $128 $4,166 $2,955 2021 N/A N/A $20,006,806 $32,556,244 $4,076,812 $6,737,795 $160 $134 $3,781 $2,472 2020 N/A N/A $15,306,715 $28,736,814 $3,586,272 $6,163,283 $127 $111 $2,765 $1,761 (1)This table reflects the amounts reported in the “Summary Compensation Table” for Joseph R. Hinrichs, our current PEO, and James M. Foote, our former PEO, for each of the years listed. The non-PEO NEOs for whom the average compensation is presented in this table are: (i) for fiscal 2022, Messrs. Pelkey, Boone, Boychuk and Fortune; (ii) for fiscal 2021, Messrs. Pelkey, Boone, Boychuk, Goldman and Wallace and Ms. Sorfleet; (iii) and for fiscal 2020, Messrs. Boone, Boychuk, Goldman and Wallace.87 2023 Proxy Statement Pay-Versus Performance(2)Compensation “actually paid” for the PEOs and average compensation “actually paid” for the non-PEO NEOs in 2022, 2021 and 2020 reflect the respective amounts set forth in columns (b), (b1) and (d), adjusted as follows in the table below, as determined in accordance with SEC rules. These dollar amounts do not reflect the actual amount of compensation earned by or paid to the PEO and our other NEOs during the applicable year.Calculation for Current PEO Calculation for Former PEO Calculation for Average of
Non-PEO NEOsCalculation of Compensation “Actually Paid” Year 2020($)Year 2021
($)Year 2022
($)Year 2020
($)Year 2021
($)Year 2022
($)Year 2020
($)Year 2021
($)Year 2022
($)Summary Compensation Table Total N/A N/A 8,348,517 15,306,715 20,006,806 19,536,434 3,586,272 4,076,812 4,856,562 Less Stock Award Value Reported in Summary Compensation Table for the Covered Year N/A N/A (7,000,026) (11,996,569) (12,192,859) (12,893,118) (2,590,164) (2,359,343) (3,121,007) Plus Fair Value for Awards Granted in the Covered Year N/A N/A 7,953,183 15,823,776 17,440,890 11,220,663 3,505,606 3,329,128 2,736,407 Change in Fair Value of Awards from Prior Years that Vested in the Covered Year N/A N/A — 1,040,047 (137,809) (960,026) (160,466) (15,856) (108,100) Change in Fair Value of Outstanding Unvested Awards from Prior Years N/A N/A — 8,607,449 7,942,001 (6,885,373) 1,833,620 1,799,713 (876,674) Less Fair Value of Awards Forfeited during the Covered Year N/A N/A — — — — — — — Plus Fair Value of Incremental Dividends of Earnings Paid on Stock Awards N/A N/A — — — — — — — Less Aggregate Change in Actuarial Present Value of Accumulated Benefit Under Pension Plans N/A N/A — (338,576) (798,423) (704,454) (93,643) (168,385) (125,379) Plus Aggregate Service Cost and Prior Service Cost for Pension Plans N/A N/A — 293,972 295,638 380,660 82,057 75,725 60,434 Compensation “Actually Paid” N/A N/A 9,301,674 28,736,814 32,556,244 9,694,786 6,163,283 6,737,795 3,422,243 Fair values set forth in the table above are computed in accordance with ASC 718 as of the end of the respective fiscal year, other than fair values of awards that vest in the covered year, which are valued as of the applicable vesting date.(3)Peer Group Total Shareholder Return is based on the S&P 500 Industrials Index, which is a peer group disclosed in the CD&A section of this Proxy Statement used by CSX to help determine executive pay.(4)Reflects “Net Income” in the accompanying compensation tablesCompany’s Consolidated Statements of Income included in the Company’s Annual Reports on Form 10-K for each of the years ended December 31, 2022, 2021 and 2020.(5)We determined CSX Cash Earnings (CCE) to be the “most important” financial performance measure used to link performance to “Compensation Actually Paid” to our PEO and other NEOs in fiscal 2022, in accordance with Item 402(v) of Regulation S-K. CCE is a cash-flow based measure that incentivizes strategic investments earning more than the required return. CCE equals CSX’s gross cash earnings (after-tax EBITDA) minus the required return on gross operating assets.88 Pay-Versus PerformanceCEO Pay-for-Performance AlignmentThe following chart sets forth the relationship between “Compensation Actually Paid” to our PEO, the average of “Compensation Actually Paid” to our other NEOs, the Company’s cumulative TSR and the related narrative disclosurespeer group’s cumulative TSR over the three-year period from 2020 through 2022. The peer group TSR is based on the S&P 500 Industrials Index.
89 2023 Proxy Statement Pay-Versus PerformanceThe following chart sets forth the relationship between “Compensation Actually Paid” to our PEO, the average of “Compensation Actually Paid” to our other NEOs and our net income during fiscal years 2020 through 2022.
The following chart sets forth the relationship between “Compensation Actually Paid” to our PEO, the average of “Compensation Actually Paid” to our other NEOs and CSX Cash Earnings (CCE) during fiscal years 2020 through 2022.
90 Pay-Versus PerformanceFiscal 2022 Tabular List of Most Important Financial PerformanceMeasuresWhile CSX Cash Earnings (CCE) is shown in this Proxy Statement. Accordingly,the pay-versus-performance table above, the following resolution will be submitted for a shareholder vote at the Annual Meeting:“RESOLVED, that the shareholders of CSX Corporation (the “Company”) approve, on an advisory (non-binding) basis, the compensation ofseven (plus two supplemental, as noted below) performance measures are all important and key to the Company’s named executive officers, as disclosedsuccess. These measures are included in the Compensation Discussion and Analysis, the accompanying compensation tables and the related narrative disclosure in the Proxy Statement.”The Company currently holds an advisory vote on the compensation of the Company’s NEOs on an annual basis (in accordance with the results of the advisory shareholder vote held at the Company’s 2017 Annual Meeting to determine the frequency of an advisory vote on NEO compensation), and will continue to hold the vote annually until the next frequency vote is held (which is not required until 2023).As described in the CD&A, the Company’s executive compensation program is designed to align executive pay with the Company’s financial performance and the creation of sustainable long-term shareholder value. The compensation program is structured to provide a competitive level of compensation necessary to attract and retain talented and experienced executives and to motivate them to achieve short and long-term strategic goals. In orderincentive plans to align executive pay withensure alignment between the Company’s financial performance and the creation of sustainable shareholder value, a significant portion of compensation paid to our NEOs is allocated to performance-based, long-term equity incentive awards. The Company makes compensation payout decisions based on an assessmentgoals of the Company’s performance, as well asNEOs to the performance of each executive against goals that promote CSX’s success by focusing on shareholders, customers, employees and the communities in which we operate.Shareholders are urged to read the CD&A, the accompanying compensation tables and the related narrative disclosurebusiness strategies. The measures in this Proxy Statement, which more thoroughly discuss the Company’s compensation policies and procedures. The Compensation and Talent Management Committee and the Board believe that these policies and procedurestable are effective in implementing the Company’s overall pay-for-performance compensation philosophy.While this advisory vote is required by law, it will neither be binding on the Company, the Compensation and Talent Management Committee or the Board, nor will it create or imply any change in the fiduciary duties of, or impose any additional fiduciary duties on, the Company or the Board. The Board and the Compensation and Talent Management Committee will consider the outcome of the vote when developing future executive compensation programs. The Company currently intends to hold the next advisory (non-binding) vote to approve NEO compensation at its 2021 Annual Meeting of Shareholders, unless the Board modifies its policy of holding an advisory (non-binding) vote to approve the compensation of the Company’s NEOs on an annual basis.Most Important Performance Measures Importance to the Company Average Annual Operating
Income Growth Rate PercentagenMeasures the average increase in operating income for each year of the LTIPcyclenAligns with the Company’s objective of profitable growthCSX Cash Earnings (CCE) nMeasures the Company’s ability to grow operating income while remaining focused on cost control and asset utilizationnEncourages investments in growth projects that earn more than an expected rate of returnRelative Total Shareholder Return (Relative TSR) nDesigned to appropriately align NEO payouts with share price performance relative to a transportation-related peer groupOperating Income nUsed to gauge the general health of the Company and to quantify operating profitmarginnAligns with the Company’s objective of profitable growthOperating Ratio nKey indicator of the Company’s efficiencynEncourages the Company to deliver results that grow the business while optimizing assetsInitiative-Based
Revenue GrowthnMeasures the Company’s ability to gain additional business on the CSX network through growth with new and existing customersnDirectly supports profitable growth by driving operating incomeSafety nReinforces the critical importance on ensuring employees’ personal safety and the safety of fellow railroaders and upholding our commitment to protect customers’ freight and the communities in which we operateTrip Plan Compliance (supplemental)nEnsures the Company successfully executes the service plan for customers’ shipments based on our commitmentsnFocuses on reliable and accurate service for customersFuel Efficiency (supplemental)nIndicates the Company’s fuel productivity over the distance travelednSupports environmental stewardship by reducing carbon emissionsThe Board unanimously recommends that the shareholders voteFORthis proposal.912023 Proxy Statement 58 CSX Corporation 2020 Proxy Statement
The following table sets forth information about the Company’s equity compensation plans as of December 31, 2019.2022.Plan category Number of securities to
be issued upon exercise
of outstanding options,
warrants and rights
(in thousands) Weighted-average
exercise price
of outstanding
options, warrants
and rights Number of securities
remaining available
for future issuance
under equity
compensation plans
(in thousands)(1)Plan category Number of securitiesto be issuedupon exercise ofoutstanding options,warrants and rights(in thousands)Weighted-averageexercise priceof outstandingoptions, warrantsand rightsNumber ofsecurities remainingavailable for futureissuance under equitycompensation plans(in thousands)(1)Equity compensation plans approved by security holders 3,795 $ 49.78 13,999 Equity compensation plans approved by security holders 13,400 $24.03 32,577 Equity compensation plans not approved by security holders 0 0 — Equity compensation plans not approved by security holders 0 TOTAL 3,795 $ 49.78 13,999 TOTAL 13,400 $24.03 32,577 (1)The number of shares remaining available for future issuance under plans approved by shareholders includes 32,577,073 shares available for grant in the form of stock options, performance units, restricted stock, restricted stock units, stock appreciation rights and stock awards pursuant to the Stock Plan.(1)The number of shares remaining available for future issuance under plans approved by shareholders includes 13,998,950 shares available for grant in the form of stock options, performance grants, restricted stock, RSUs, stock appreciation rights and stock awards pursuant to the 2019 Stock Plan.92 WWW.CSX.COM 59Security Ownership of Management and Certain Beneficial OwnersThe following table sets forth, as of March 6, 2020,1, 2023, the beneficial ownership of CSX common stock by each director, director nominee and NEO, and the directors and executive officers of the Company as a group. The business address of each of the Company’s directors and executive officers is CSX Corporation, 500 Water Street, Jacksonville, Florida 32202.Name of Beneficial Owner(1) Amount of
Beneficial
Ownership Shares for which
Beneficial Ownership
can be Acquired
within 60 Days(2) Total
Beneficial
Ownership Percent of
Class(3)Donna M. Alvarado 116,461 — 116,461 * Pamela L. Carter 48,383 — 48,383 * James M. Foote 6,142 76,277 82,419 * Steven T. Halverson 93,225 — 93,225 * Paul C. Hilal(4) 3,335,568 — 3,335,568 * John D. McPherson 119,563 — 119,563 * David M. Moffett 17,519 — 17,519 * Linda H. Riefler 16,193 — 16,193 * Suzanne M. Vautrinot 2,226 — 2,226 * J. Steven Whisler 52,147 — 52,147 * John J. Zillmer 173,039 — 173,039 * Kevin. S. Boone 8,142 1,495 9,637 * Edmond L. Harris 23,773 15,255 39,028 * Jamie J. Boychuk 10,312 1,802 12,114 * Nathan D. Goldman 75,174 70,440 145,614 * All current executive officers and directors as a group (a total of 18) 4,213,501 251,355 4,464,848 * (1)Name of Beneficial Owner(1)Amount of
Beneficial
OwnershipShares for which
Beneficial Ownership
can be Acquired
within 60 DaysTotal
Beneficial
OwnershipPercent of
Class(2)Donna M. Alvarado 377,352 0 377,352 * Thomas P. Bostick 16,282 0 16,282 * Steven T. Halverson 307,105 0 307,105 * Paul C. Hilal(3)1,501,786 0 1,501,786 * Joseph R. Hinrichs 190,750 0 190,750 * David M. Moffett 52,905 0 52,905 * Linda H. Riefler 66,042 0 66,042 * Suzanne M. Vautrinot 23,363 0 23,363 * James L. Wainscott 26,221 0 26,221 * J. Steven Whisler 189,181 0 189,181 * John J. Zillmer 334,350 0 334,350 * Kevin. S. Boone 182,487 595,772 778,259 * Jamie J. Boychuk 189,877 586,094 775,971 * Stephen Fortune 66,307 0 66,307 * Sean R. Pelkey 91,395 81,040 172,435 * James M. Foote 1,670,696 2,961,736 4,632,432 * All current executive officers and directors as a group
(a total of 19)5,833,995 5,412,762 11,246,757 * (1)Except as otherwise noted, the persons listed have sole voting power as to all shares reported, including shares held in trust under certain deferred compensation plans, and also have investment power except with respect to certain shares held in trust under deferred compensation plans, investment of which is governed by the terms of the trust.(2)Based on 2,051,179,639 shares outstanding on March 1, 2023. An asterisk (*) indicates that ownership is less than 1% of class.(3)By virtue of ultimately controlling various entities that hold shares of common stock in the Company, Mr. Hilal may be deemed to have the power to vote or direct the vote of the shares held by those entities.(2)93Includes shares subject to outstanding stock options exercisable as of or within 60 days of March 6, 2020.(3)2023 Proxy Statement Based on 770,711,122 shares outstanding on March 6, 2020. An asterisk (*) indicates that ownership is less than 1% of class.(4)By virtue of ultimately controlling the managing member of Mantle Ridge GP LLC, the general partner of Mantle Ridge, which is in turn the sole member of both MR S and P Index Annual Reports LLC and MR Argent Advisor LLC, the investment adviser to, and holder of 100% of the nonvoting interests in, the MR Funds (defined below), Mr. Hilal may be deemed to have the shared power to vote or direct the vote of the shares held by the MR Funds, Mantle Ridge LP and MR Argent Advisor LLC. “MR Funds” means MR Argent Offshore AB Ltd., MR Argent Offshore BB Ltd., MR Argent Offshore CB 01 Ltd., MR Argent Offshore CB 02 Ltd., MR Argent Offshore CB 03 Ltd., MR Argent Offshore CB 04 Ltd., MR Argent Offshore CB 05 Ltd. and MR Argent Offshore CB 07 Ltd.60 CSX Corporation 2020 Proxy StatementOwnership of ourOur Stock | Section 16(a) Beneficial Ownership Reporting ComplianceThe following table sets forth information regarding the beneficial ownership of CSX common stock as of March 6, 20201, 2023 for each person known to us to be the beneficial owner of more than 5% of the outstanding shares of CSX common stock.Name and Address of Beneficial Owner Amount of
Beneficial Ownership Percent of
ClassBlackRock, Inc.(1)
55 East 52nd Street
New York, NY 1005547,594,497 6.10% Capital Research Global Investors(2)
333 South Hope Street
Los Angeles, CA 9007154,198,951 6.90% Capital World Investors(2)
333 South Hope Street
Los Angeles, CA 9007156,795,417 7.20% The Vanguard Group(3)
100 Vanguard Blvd.
Malvern, PA 1935564,746,381 8.27% Name and Address of Beneficial Owner Amount of
Beneficial
OwnershipPercent of
ClassThe Vanguard Group(1)100 Vanguard Blvd.Malvern, PA 19355184,039,609 8.75% BlackRock, Inc.(2)55 East 52nd StreetNew York, NY 10055139,048,570 6.60% (1)As disclosed in its Schedule 13G/A filed on February 9, 2023.(2)As disclosed in its Schedule 13G/A filed on February 7, 2023.(1)As disclosed in its Schedule 13G/A filed on February 5, 2020.(2)As disclosed in its Schedule 13G filed on February 14, 2020.(3)As disclosed in its Schedule 13G/A filed on February 12, 2020.94
Section 16(a) of the Securities Exchange Act of 1934 requires the Company’s directors and executive officers, and any certain persons owning more than 10% of CSX common stock, to file certain reports of ownership and changes in ownership with the SEC. Based solely on itsour review of the copies of Forms 3, 4 and 5, and amendments thereto received by us, the Company believes that all reports required to be filed under Section 16(a) were made on a timely basis with respect to transactions that occurred during fiscal 2019.WWW.CSX.COM 6195 2023 Proxy Statement Notice of Electronic Availability of Proxy MaterialsImportant Notice Regarding the Availability of Proxy Materials for the Annual Meeting of Shareholders to be held on May 6, 2020.10, 2023. This Proxy Statement and the 20192022 Annual Report are available at www.proxyvote.com.www.proxyvote.com.As permitted by rules adopted by the SEC, we are making our proxy materials available to our shareholders electronically via the Internet. We have mailed many of our shareholders a Notice containing instructions on how to access this Proxy Statement and the 20192022 Annual Report, and how to vote online. If you received a Notice by mail, you will not receive a printed copy of the proxy materials in the mail. Instead, the Notice instructs you on how to access and review all of the important information contained in the Proxy Statement and the 20192022 Annual Report. The Notice also instructs you on how you may submit your voting instructions over the Internet.instructions. If you received a Notice by mail and would like to receive a printed copy of our proxy materials, you should follow the instructions for requesting such materials included in the Notice.Annual Report on Form 10-KThe 20192022 Annual Report (without exhibits) is available onwww.csx.com. The 20192022 Annual Report (with exhibits) is also available on the website maintained by the SEC(www.sec.gov).The information on or accessible through our website is not part of this Proxy Statement. You may submit a request for a printed version of the 20192022 Annual Report in one of the following manners:●Send your request by mail to CSX Corporation, Shareholder Relations, 500 Water Street, Jacksonville, Florida 32202; or●Call CSX Shareholder Relations at (904) 359-3256.nsend your request by mail to CSX Corporation, Shareholder Relations, 500 Water Street, Jacksonville, Florida 32202; orncall CSX Shareholder Relations at (904) 359-3256.March 25, 2020By Order of the Board of Directors
Nathan D. Goldman96 Additional InformationOther MattersNeitherExcept as described below, management and the Board nor management intends to bringof Directors are not aware of any matters that may properly be brought before the Annual Meeting any business other than the matters referred to in the Notice of the Annual Meeting and this Proxy Statement. If any other matters are properly brought before the Annual Meeting, or any adjournment thereof, the persons appointed in the accompanying proxy will vote the shares represented thereby in accordance with their best judgment.62 CSX Corporation 2020 Proxy Statement
