Committee Members

James M. Foote
(Chair)

Pamela L. Carter
Steven T. Halverson
Paul C. Hilal
David M. Moffett
John J. Zillmer

Independent Members

Committee Members

24

Table of Contents

ITEM 1: ELECTION OF DIRECTORS

David M. Moffett
(Chair)

Donna M. Alvarado
Steven T. Halverson
Suzanne M. Vautrinot
J. Steven Whisler

Independent Members

WWW.CSX.COM       19

Table of ContentsCommittee Members

ITEM 1: Election of DirectorsSteven T. Halverson (Chair)   |   Board Leadership and Committee Structure Donna M. Alvarado Linda H. Riefler Compensation and Talent Management Committee 6 Meetings in 2019 James 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, 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; and (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. The Compensation and Talent Management Committee also 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 Compensation and Talent Management Committee 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 “non-employee director” within the meaning of Rule 16b-3 of Securities and Exchange Act of 1934; and (ii) independent pursuant to the independence standards promulgated by NASDAQ. 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. Alvarado John D. McPherson Linda H. Riefler John J. Zillmer Independent Members Finance Committee Meetings in 2021: 5 Independent Members:5/5 Committee Finance Committee 3 Meetings in 2019Members J. Steven Whisler (Chair) Thomas P. Bostick Paul C. Hilal David M. Moffett James L. Wainscott The 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. 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, cash flow; (iii) recommending policies and practices related to dividends and share repurchase programs, and (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 affiliates in conjunction with employee benefit plans, including monitoring the funding and investment policies and performances of the assets. The Finance Committee has five members each of whom the Board has determined to be independent under the applicable NASDAQ rules. The Finance Committee may, under its charter, delegate all or a portion of its duties and responsibilities to a subcommittee of the Committee as appropriate and consistent with applicable regulations, laws and listing standards. Committee Members 2022 Proxy Statement 25 Table of Contents ITEM 1: ELECTION OF DIRECTORS Pamela L. Carter (Chair) Paul C. Hilal David M. Moffett J. Steven Whisler Independent Members Governance and Sustainability Committee Meetings in 2021: 6 Independent Members:5/5 20       Committee Members CSX CorporationLinda H. Riefler (Chair) Thomas P. Bostick Paul C. Hilal Suzanne M. Vautrinot John J. Zillmer 2020 Proxy Statement Table of Contents ITEM 1: Election of Directors   |   Annual Evaluation of Board Performance Governance Committee 6 Meetings in 2019 The 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 The Governance and Sustainability Committee’s primary responsibilities 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 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 and Sustainability Committee is also responsible for reviewing the Company’s sustainability policies, strategies and programs, and sustainability performance and reporting, including an annual review of the Company’s Environmental, Social and Governance Report. In addition, the Governance and Sustainability Committee is also responsible for oversight of the Corporation’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. 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. Carter John D. McPherson Linda H. Riefler Suzanne M. Vautrinot Independent Members Executive Committee Meetings in 2021: 0 Independent Members:6/7 Annual Evaluation of Board Performance The Board believes annual performance reviews are essential for ensuring overall effectiveness, including fulfilment of its oversight responsibilities, strategic planning and communications. For 2019, the Board evaluation process was initiated through detailed questionnaires. Individual director performance was then discussed with committee chairs or the Chairman of the Board, as appropriate. Summaries of the committee-specific feedback was provided to the relevant committee chairs, which were then reviewed with the Chairman of the Board. The Governance Committee reviewed the evaluations and recommendations. Each standing committee also conducted an evaluation of its own performance. Meetings of the Board and Executive Sessions During 2019, there were six meetings of the Board. Each of the 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 Chairman of the Board. In accordance with the CSX Corporate Governance Guidelines, the independent directors (when different than non-management directors) meet in executive session at least once a year. While the Company does not have a formal policy regarding director attendance at annual shareholder meetings, the Company strongly encourages directors to attend absent an emergency. All but one of the incumbent directors attended the 2019 Annual Meeting. WWW.CSX.COM       21 Table of Contents ITEM 1: Election of Directors   |    Members James M. Foote (Chair) Steven T. Halverson Paul C. Hilal David M. Moffett Linda 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. 26 Table of Contents ITEM 1: ELECTION OF DIRECTORS Meetings of the Board and Executive Sessions During 2021, there were eight meetings of the Board. Each of the director nominees attended at least 95% 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 led by the Chair of the Board. In accordance with the CSX Corporate Governance Guidelines, the independent directors (when different than non-management directors) meet in executive session at least once a year. While the Company does not have a formal policy regarding director attendance at annual shareholder meetings, the Company strongly encourages directors to attend absent an emergency. Director Compensation Director Compensation The 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 Committee considers, among other factors, peer benchmarking data and the level of compensation necessary to attract and retain qualified, independent directors. Elements of Director Compensation The following charts show director cash and equity compensation for fiscal year 2021. Annual Retainer Cash       Equity(1) Base Retainer $ 122,500   $ 172,500 (1) Annual grant of CSX common stock in the amount of $172,500 granted on February 10, 2021, with the number of shares based on the recommendation of the Governance Committee. Director compensation includes both cash and stock-based components. In recommending the amount and form of director compensation, the Committee considers, among other factors, peer benchmarking data and the level of compensation necessary to attract and retain qualified, independent directors. Elements of Director Compensation The following charts show director cash and equity compensation for fiscal year 2019. Annual Retainer Cash Equity(1) Base Retainer       $ 112,500        $ 162,500 (1) Annual grant of 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 2018 and January 2019. Incremental 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 Each non-employee director was eligible to defer all or a portion of his or her director’s fees in 2019, including cash and stock 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. Stock deferrals are automatically held as outstanding shares in a trust, with dividends creditedstock in the formmonths of shares. Matching Gift ProgramNovember 2020, December 2020 and Other Benefits Non-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, nine philanthropic organizations collectively received $225,000January 2021.   Incremental Amount Above Annual Retainer       Non-Executive Chair of the Board   $ 250,000       Audit Committee Chair   $ 25,000   Audit Committee Member   $ 5,000   Compensation and Talent Management Committee Chair   $ 20,000   Finance Committee Chair   $ 20,000   Governance and Sustainability Committee Chair   $ 20,000 Each non-employee director was eligible to defer all or a portion of his or her director’s fees in 2021, including cash and equity 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. Equity deferrals are automatically held as outstanding shares in a trust, with dividends credited in the form of additional shares. Matching Gift Program and Other Benefits Non-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 2021, nine philanthropic organizations collectively received $155,000 under the Directors’ Matching Gift Program. Non-employee directors also are eligible to receive other compensation and benefits as discussed below. The CEO does not receive compensation for his services as a director. 22       CSX Corporation 2020 2022 Proxy Statement Table of Contents ITEM 1: Election of Directors   |   2019 27 Table of Contents ITEM 1: ELECTION OF DIRECTORS 2021 Directors’ Compensation Table 2019 Directors’ Compensation Table The following table summarizes the compensation of each of the non-employee directors in 2021. Name      Fees Earned or Paid in Cash(1) ($)      Stock Awards(2) ($)      All Other Compensation(3) ($)      Total ($) Donna M. Alvarado   127,500   168,424   0   295,924 Thomas P. Bostick   122,500   168,424   0   290,924 Steven T. Halverson   147,500   168,424   50,000   365,924 Paul C. Hilal   122,500   168,424   10,000   300,924 John D. McPherson   49,471   168,424   9,677   227,572 David M. Moffett   147,500   168,424   0   315,924 Linda H. Riefler   142,500   168,424   0   310,924 Suzanne M. Vautrinot   127,500   168,424   20,000   315,924 James L. Wainscott   122,500   168,424   50,000   340,924 J. Steven Whisler   147,500   168,424   25,000   340,924 John J. Zillmer   122,500   412,506   0   535,006 (1) Fees Earned or Paid in Cash– Includes a cash retainer of $122,500 and any Committee Chair or Audit Committee fees earned in 2021. Mr. Whisler elected to defer 100% of his cash retainers and fees in the form of CSX stock into the Directors’ Plan. (2) Stock Awards – Amounts disclosed in this column are based on the February 10, 2021 grant date fair value of the non-employeeannual stock grant to directors calculated in 2019. Name Fees Earned or Paid in Cash(2) ($) 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 $162,500accordance 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 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. Stock Ownership Guidelines The Board has adopted Stock Ownership Guidelines to better align the interests of non-employee directors with the interests of shareholders. 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 valuethe months of November 2020, December 2020 and January 2021, which was $30.11 on a post-split basis. All such stock awards to five times thedirectors vested immediately upon grant. Mr. Zillmer’s 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 timealso includes a Non-Executive Chair of the increase to acquire any additional shares needed to satisfy the guidelines. All non-employee directors who have servedBoard stock grant based on the Board for five or more years since their election held a sufficientFebruary 10, 2021 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 2020, December 2020 and January 2021. This stock award vested immediately upon grant. (3) All Other Compensation – The only perquisites to satisfy these guidelines. Further information onexceed $10,000 for any director were: (i) the Stock Ownership Guidelines is available on CSX’s website athttp://investors.csx.com Company match under the heading “Environmental, Social and Governance.” WWW.CSX.COM       23 Table of Contents 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 chair were directly involvedDirectors’ Matching Gift Program, which includes matches in the selectionfollowing amounts: $50,000 for each of the Independent Registered Public Accounting Firm’s lead engagement partner. Messrs. Halverson and Wainscott, $25,000 for Mr. Whisler, and $20,000 for Maj. Gen. (ret.) Vautrinot. The Board unanimously recommends that the shareholders voteFORthis proposal. Stock Ownership Guidelines The Board has adopted Stock Ownership Guidelines to better align the interests of non-employee directors with the interests of shareholders. 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 held a sufficient number of shares to satisfy these guidelines. Further information on the Stock Ownership Guidelines is available on CSX’s website at http://investors.csx.com under the heading “Environmental, Social and Governance.” The Audit Committee 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. EY or its predecessors have continuously served as the Company’s Independent Registered Public Accounting Firm since 1981. The Audit Committee and the Board believe that the continued retention of EY as the Company’s Independent Registered Public Accounting Firm is in the best interests 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’ Annual Meeting and will be afforded an opportunity to make a statement if they desire to do so. It also is expected they will be available to respond to appropriate questions. 24       CSX Corporation 2020 Proxy Statement Table of Contents ITEM 2: Ratification of Independent Registered Public Accounting Firm   |   Fees Paid to Independent Registered Public Accounting Firm Fees Paid to Independent Registered Public Accounting Firm EY served as the Independent Registered Public Accounting Firm for the Company in 2019. 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 Pre-Approval Policies and Procedures The Audit Committee is responsible for the approval of all services performed by EY. The Chairman 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. 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 2018 and 2019, 28 Table of Contents 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 chair were directly involved in the selection of the Independent Registered Public Accounting Firm’s lead engagement partner. The Audit Committee 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, 2022. EY or its predecessors have continuously served as the Company’s Independent Registered Public Accounting Firm since 1981. The Audit Committee and the Board believe that the continued retention of EY as the Company’s Independent Registered Public Accounting Firm is in the best interests 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. 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. 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’s Annual Meeting and will be afforded an opportunity to make a statement if they desire to do so. It is also expected they will be available to respond to appropriate questions. The Board unanimously recommends that the shareholders vote FOR this proposal. 2022 Proxy Statement      29 Table of Contents ITEM 2: RATIFICATION OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM Fees Paid to Independent Registered Public Accounting Firm EY served as the Independent Registered Public Accounting Firm for the Company in 2021. The Audit Committee was responsible for the audit fee negotiations associated with the retention of EY. Fees paid to EY were as follows:         2020          2021 Audit Fees: $ 2,918,000   $ 2,695,000 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.           Audit Related Fees: $ 225,000   $ 230,000 Includes audits of employee benefit plans and subsidiary audits.           Tax Fees: $ —   $ — Includes fees for tax compliance and tax advice and planning.           All Other Fees: $ 380,000   $ — 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.           Pre-Approval Policies and Procedures The Audit Committee is responsible for the approval of all services performed by EY. The Chair 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. 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 2020 and 2021, all services performed by EY were pre-approved. WWW.CSX.COM       25 Table of Contents The Audit Committee oversees the Company’s financial reporting process 30 Table of Contents Report of the Audit Committee The Audit Committee of the CSX Board of Directors (the “Audit Committee”) oversees the Company’s accounting and financial reporting processes on behalf of the Board. The Audit Committee assists 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 of the quality of the accounting principles, the reasonableness of significant judgments and the clarity of disclosures in the financial statements. During 2021, the Audit Committee was comprised solely of independent directors as defined by NASDAQ listing standards and Rule 10A-3 of the Securities Exchange Act of 1934. The members of the Audit Committee in 2021, together with appointment dates and meeting attendance, are set forth below: Members Committee Member Since Attendance at Full Committee Meetings During 2021 David M. Moffett, Chair May 2015 9/9 Donna M. Alvarado August 2006 9/9 Steven T. Halverson May 2009 9/9 Suzanne M. Vautrinot December 2019 9/9 J. 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. The Audit Committee discussed with the Company’s internal auditors and Independent Registered Public Accounting Firm the overall scope and plans for their respective audits. The Audit Committee meets with the internal auditors and the 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, and determines whether to re-engage the current 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, the capabilities of the 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 Firm for 2022. Although the Audit Committee has the authority to appoint the 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 Firm at the Annual Meeting. EY, the Company’s Independent Registered Public Accounting Firm for 2021, 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, 2021. In this context, the Audit Committee has: (i) reviewed and discussed with management, the audited financial statements including a discussionfor the year ended December 31, 2021; (ii) discussed with EY, the matters required to be discussed by the applicable requirements of the qualityPublic Company Accounting Oversight Board (the “PCAOB”) and the SEC; (iii) discussed with EY Critical Audit Matters (CAMs) that arose during the year; 2022 Proxy Statement      31 Table of Contents REPORT OF THE AUDIT COMMITTEE (iv) received from EY, the written disclosures and the letter regarding auditors’ independence required by the applicable provisions of the accounting principles, the reasonableness of significant judgmentsPCAOB and the clarity of disclosures in the financial statements. During 2019, the Audit Committee was comprised solely of independent directors as defined by NASDAQ listing standardsdiscussed EY’s independence with them; and Rule 10A-3 of the Securities Exchange Act of 1934. The members of the Audit Committee in 2019, together with appointment dates (v) reviewed and meeting attendance, is set forth below: Members Committee Member Since Attendance at Full Committee Meetings During 2019 David M. Moffett, Chair May 2015 8/9 Donna M. Alvarado August 2006 9/9 Steven T. Halverson August 2006 8/9 Suzanne M. Vautrinot December 2019 — J. 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. The Audit Committee discussed with the Company’s internal auditorsmanagement and independent registered public accounting firm the overall scope and plans for their respective audits. The Audit Committee meets with the internal auditors and the independent registered public accounting firm, with and without management present, to discussEY, the results of their examinations, their evaluationsmanagement’s assessment of the Company’s internal controls over financial reporting and the overall qualityeffectiveness 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, and determines whether to re-engage the current 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, the capabilities of the 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 firm for 2020. Although the Audit Committee has the authority to appoint the 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 firm at the Annual Meeting. EY, the Company’s independent registered public accounting firm for 2019, 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 Statement Table of Contents Report of the Audit Committee In 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. 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 2019 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 Whisler Jacksonville, Florida February 11, 2020 WWW.CSX.COM       27 Table of Contents CSX 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. Environmental Social Governance Environmental Stewardship Communities & Giving Diversity & Inclusion Ethics & Governance ●Achieve greenhouse gas emissions intensity goal through record fuel efficiency ●Engage with stakeholders to identify additional areas of focus ●Establish goals with key performance indicators ●Establish partnerships with local officials to promote public safety ●Work closely with local, state, and federal agencies to protect communities ●Have an economic impact by giving back to the community ●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 training Environmental At CSX, employees are encouraged to take sustainable actions in their everyday jobs, such as conserving energy, reducing waste and identifying inefficiencies. For seven consecutive years, CSX has achieved “Leadership” status by CDP, an independent, global, non-governmental organization that scores 8,400 companies on their efforts to address environmental issues. CSX is the only Class I railroad in the U.S. to consistently receive this highest CDP ranking. As demand increases, the need for freight rail as a safe, reliable and sustainable transportation solution is ever more pressing. Moving freight by rail instead of truck lowers greenhouse gas emissions by 75%. As the most fuel-efficient mode of freight transportation on land, rail will continue to enable significant emission reductions and help drive economic prosperity. CSX invests in its infrastructure and facilities to improve energy efficiency and reduce local greenhouse gas (“GHG”) emissions. In 2011, the Company set out to reduce GHG intensity by 6 – 8% by 2020. By the end of 2018, GHG intensity was reduced 8.1% from the 2011 baseline, a full two years early. CSX will continue 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 MILLION REVENUE TON MILES GALLONS OF FUEL CONSUMED (in millions) 28       CSX Corporation 2020 Proxy Statement Table of Contents Corporate Social Responsibility at CSX Social At 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. Governance Good 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       29 Table of Contents The members of the Compensation and Talent Management Committee (the “Committee”) believe it is important to outline the responsibilities of the Committee 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 as we continuously strive to implement executive compensation and talent management programs that drive sustainable company performance and long-term shareholder value creation. Human Capital Management Each year, the Committee reviews its duties and responsibilities as outlined in its committee charter. In 2019, the Committee charter was updated to formalize responsibilities related to talent management. In addition to the Committee’s traditional responsibilities related 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. As 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, 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 inspire employee engagement and excellence. We are proud of the strides the Company has made in building a world-class, diverse organization that is delivering transformational change in the rail industry and generating significant value for shareholders. That said, we remain focused on building an even more diverse, engaged and motivated workforce that will deliver sustainable returns for shareholders. Our approach to talent management is based on the principles outlined below. THE CSX TALENT STRATEGY SUPPORTS ORGANIZATIONAL STRATEGYinternal 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 2021 Annual Report on Form 10-K for filing with the SEC. Members of the Audit Committee: David M. Moffett, Chair Donna M. Alvarado Diverse Experiences & Skills + Motivated to Succeed + Well Compensated + Right Role, Right Number Executive Compensation Decisions Steven T. Halverson Suzanne M. Vautrinot J. Steven Whisler Jacksonville, Florida February 15, 2022 In 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 Statement Table of Contents Letter from the Compensation and Talent Management Committee In 2019, the Committee continued to emphasize operating performance in the Company’s short-term incentive plan while adding a safety measure to underscore the importance of employee 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, the Committee reviews, among other factors, 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, the geopolitical environment and overall visibility for short, medium and long-term forecasts. Each year, the Committee reviews short and long-term incentive plan design to ensure alignment with the Company’s business strategy, key financial objectives, shareholder interests and environmental stewardship. To further this alignment, the Committee strives to: ● utilize performance measures that have a strong correlation to long-term shareholder value creation; 32 ● 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); Table of Contents Letter from the Compensation and Talent Management Committee Each year, the Compensation and Talent Management Committee (“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 incent employee behaviors that drive Company performance and create long-term value for shareholders. The Company’s ongoing business transformation, which began in 2017, initially focused on improving operating performance, driving efficiencies and delivering industry leading customer service. While the Company remains focused on efficiency, safety and service, it is now executing on its strategies to drive profitable growth and deliver significant value for customers. In 2021, these efforts included the Company’s acquisition of Quality Carriers, Inc., the largest provider of bulk liquid chemicals truck transportation in North America. In addition, the Company continued to work through the regulatory process for approval of the acquisition of Pan Am Systems, Inc., which was announced in late 2020. These acquisitions are expected to open new markets and provide complementary service offerings to customers. More details about these acquisitions are included in the Compensation Discussion and Analysis (“CD&A”) below. The Committee believes the Company is well-positioned for growth and we are excited about the opportunities that lie ahead for CSX. Consistent with the Company’s goal of being the best run railroad in North America, CSX continues to evolve its strategy and leadership position around sustainable business operations. Environmental, social and governance (“ESG”) efforts at CSX are not only reflective of responsible corporate stewardship, they are embedded within and integral to the Company’s growth strategy. Environmental Advantages of Rail Railroads offer a unique opportunity within the freight transportation sector to reduce carbon emissions, as trains are the most efficient, environmentally friendly mode of transportation by land. On average, freight railroads are three to four times more fuel efficient than trucks and produce 75% fewer greenhouse gas (“GHG”) emissions. As such, CSX expects sustainability to be even more important to the Company’s long-term business strategy going forward, offering substantial benefits for all stakeholders and a significant competitive advantage over trucks. In addition to reducing CSX’s carbon footprint, these environmental advantages provide the Company with a strategic opportunity to convert truck traffic to rail and help customers significantly reduce their GHG emissions. We are extremely proud of the leadership the Company has shown and continues to demonstrate in this area. 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. The Company’s efforts have been recognized by multiple environmental groups and business publications. Among these recognitions, for the 11th straight year, CSX was included in the Dow Jones Sustainability Index, as the sole U.S. railroad to receive this recognition. Furthermore, CDP, a global environmental non-profit organization, named CSX to its “A List” for climate leadership in 2021, and Forbes included CSX as the only transportation company of any kind on its “Green Growth 50” list. Human Capital Management The Committee continues to focus on initiatives to drive a cultural transformation at CSX that inspires employee engagement and excellence. The Company has 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 all have strengthened the Company’s commitment to valuing and developing employees. While the Company has made great strides to date, the Committee remains focused on supporting initiatives to build an even more diverse, engaged and motivated workforce that will continue to deliver sustainable returns for shareholders. While One-CSX applies to the entire corporate culture, safety improvement represents a significant early success of the initiative. The “put people first” emphasis has included fundamental shifts in CSX’s approach to its CSX safety culture, resulting in reforms to Operational Testing policies, with the involvement of labor organizations that have contributed to a more cooperative environment. Sharing a common understanding of safety rules and expectations, frontline leaders and union-covered employees can work together to identify risks and strategies for avoiding workplace hazards, injuries and accidents. The cultural transformation is evident in the Company’s safety performance. CSX had no employee fatalities in 2021, achieved the lowest Federal Railroad Administration (“FRA”) reportable injury rate among Class 1 peers in two of the past three years, and recorded new lows for accident costs over the past three years. 2022 Proxy Statement      33 Table of Contents LETTER FROM THE COMPENSATION AND TALENT MANAGEMENT COMMITTEE Hiring for Growth CSX continues to transform its business and advance critical strategic objectives, despite significant challenges created by the novel coronavirus pandemic, including supply chain disruption and a tight labor market. Given these challenges, the Committee recognizes the critical importance of winning the competition for the small number of successful railroaders with scheduled railroading expertise. CSX has responded aggressively to fill the Company’s hiring pipeline for frontline railroaders. Recruiting for a wide range of positions, including train crews and mechanical and engineering department employees, the Company has expanded training capacity, offered referral bonuses to current employees and increased pay for new conductors in training. These efforts resulted in the Company hiring and retaining nearly three times as many conductors in 2021 as in the previous two years combined. In addition, ensuring that we have a competitive, performance-based compensation structure is the key to retaining what we believe is a best-in-class management and operating team. This will be especially important as the Company advances its One-CSX culture and continues to grow, whether that be through strategic acquisitions or innovative new service products. Focus on Sustainable Growth The Committee is focused on designing and implementing compensation programs that advance the Company’s strategy to drive long-term sustainable growth. From year-to-year, the Committee’s ability to set appropriate and challenging performance goals is impacted by market and economic volatility, including impacts from the pandemic, global trade and supply chain dynamics, the geopolitical environment and overall visibility for short and long-term forecasts. Each year, the Committee reviews short and long-term incentive plan design to ensure alignment with the Company’s business strategy, key financial objectives, shareholder interests and environmental stewardship. For both 2021 and 2022, the Committee designed the annual incentive program, which applies to all management employees, to align with the Company’s business strategies. In addition to operating income, operating ratio and initiative-based revenue growth, we included sustainability goals related to safety and fuel efficiency. With respect to the long-term incentive plans (“LTIP”), in 2021, the Committee began to shift its focus from efficiency measures to growth-oriented measures. More specifically, for the 2021 – 2023 LTIP, the Committee utilized average annual operating income growth rate percentage and free cash flow on an equally weighted basis, as the performance measures for the performance units. The average annual operating income growth rate percentage measure aligns with the Company’s objective of profitable growth. For the 2022 – 2024 LTIP, the Committee approved the use of CSX cash earnings (“CCE”) and average annual operating income growth rate on an equally weighted basis, as the performance measures for the performance units. The transition to CCE is designed to measure whether returns on new investments exceed an expected rate of return and to encourage investments in growth projects. Based on back-testing of historical data, CCE has shown a high correlation to stock price appreciation. We look forward to this year’s Annual Meeting and continued engagement with shareholders. You may provide feedback to the Committee by sending correspondence to CSX Corporation, Office of the Corporate Secretary, 500 Water Street, C160, Jacksonville, Florida 32202. 34 ● 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 structuring compensation programs to drive the next stage of the Company’s strategic growth plan. As we look to the future, we believe 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 feedback on the Company’s executive compensation programs, as detailed in the Compensation Discussion and Analysis. You may provide feedback 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 Table of Contents Report of the Compensation and Talent Management Committee The Compensation and Talent Management Committee has reviewed and discussed the Compensation Discussion and Analysis with management. Based on its review of the disclosures, the Compensation and Talent Management Committee recommended to the full Board that the Compensation Discussion and Analysis be included in this Proxy Statement. Steven T. Halverson Donna M. Alvarado John D. McPherson Linda H. Riefler John J. Zillmer Steven T. Halverson Donna M. Alvarado Linda H. Riefler James L Wainscott John J. Zillmer Chair March 25, 202022, 2022 WWW.CSX.COM       31 2022 Proxy Statement      35 Table of Contents Table of Contents This Compensation Discussion and Analysis Key Business Highlights for 2021 In 2021, despite ongoing disruption caused by COVID-19 and its variants, the Company was able to generate earnings of $1.68 per share, a 40% increase from 2020, and a Company-record operating ratio of 55.3%. While supply chain impediments and crew availability continued to present operating challenges, the Company remained focused throughout the year on adding the resources necessary to provide a high level of customer service, creating value for shareholders and setting the course for future growth. In 2021, the Company hired more than 1,000 conductors, which will improve network fluidity and allow us to drive additional customer service improvements. $5.59B 55.3% $1.68 26% $3.725B Operating Income Operating Ratio Fully-Diluted EPS Total Shareholder Return Capital Returned to Shareholders Despite the supply chain challenges and their impacts on freight volumes in 2021, improved network planning and operational execution contributed to increased fuel efficiency, greater network fluidity and fewer crew starts. These efficiencies enabled the Company to generate $3.833 billion of free cash flow to support dividend payments to shareholders, stock repurchases and investment in the CSX rail infrastructure. The Company’s capital expenditures of approximately $1.8 billion for the year demonstrated a commitment to maintaining a safe, world-class rail network that is positioned for 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 higher volumes as economic conditions improve and highway-to-rail conversions increase. Note: Results prior to 2018 restated for pension accounting change. 2017 reflects non-GAAP reported results, which excluded the impact of tax reform and restructuring charges. Growth Initiatives In 2021, CSX continued to execute on its growth strategy, including the advancement of regulatory procedures necessary to finalize the proposed acquisition of Pan Am Systems, Inc. (“Pan Am”), which was announced in late 2020. Pan Am owns and operates a highly integrated, nearly 1,200-mile rail network and has a joint interest in the more than 600-mile Pan Am Southern system. This acquisition, if approved, will expand CSX’s reach in Connecticut, New York and Massachusetts while adding Vermont, New Hampshire and Maine to the Company’s existing network. On February 25, 2021, the Company began the process of seeking approval from the Surface Transportation Board (“STB”), which can take up to a year or more. While this transaction requires regulatory approval, the Company has garnered significant support among key stakeholders. 36 Table of Contents COMPENSATION DISCUSSION AND ANALYSIS In May 2021, CSX announced the acquisition of Quality Carriers, Inc. (“Quality Carriers”), 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. This transaction, which closed on July 1, 2021, enables CSX to extend the reach of its network 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 cost and environmental advantage of rail-based services. As such, CSX is now able to provide more comprehensive transportation services to customers throughout various supply chains. Environmental Advantages of Rail At CSX, we recognize rail plays an integral role in keeping our customers’ businesses and the broader economy moving across North America. As the most fuel-efficient mode of land-based freight transportation, 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. On average, freight railroads are three to four times more fuel efficient than trucks and produce 75% fewer GHG emissions. As such, sustainability at CSX continues to be an important component of the Company’s long-term business strategy going forward. CSX helped our customers avoid CO2 emissions equivalent to: 1.9M 2.3M Homes’ Electricity Use for One Year Passenger Vehicles Driven for One Year CSX remains dedicated to advancing innovative solutions and progressive action in our operations to reduce our impact on the environment, while working closely with customers and stakeholders in support of the transition to a low-carbon economy. As detailed in the chart below, the Company has continued to improve its fuel efficiency reducing the Company’s carbon footprint while providing a compelling opportunity for customers moving freight via truck to reduce their GHG emissions by transitioning to rail. To continue the focus on improved fuel efficiency and reduced carbon emissions, the Company has incorporated a fuel efficiency measure in its 2021 and 2022 annual incentive compensation plans, as described below under 2021 Short-Term Incentive Compensation. Objectives of CSX’s Executive Compensation Program The primary objectives of the Company’s executive compensation programs are to: ■ Engage and Analysis (“CD&A”) describes the principlesreward executives for extraordinary results that create shareholder value; ■ Reinforce a pay-for-performance culture with a significant portion of the Company’snamed executive officer’s (“NEO’s”) total compensation programs, how those principles are appliedat risk; 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. Name Title James M. Foote President 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. Goldman Executive Vice President – Chief Legal Officer and Corporate Secretary (“CLO”) Edmond L. Harris Executive Vice President – CSX Frank A. Lonegro(1) Former Executive Vice President and CFO (1) Mr. Lonegro separated from his position effective May 28, 2019. Messrs. Boone and Boychuk were promoted to their positions effective October 2, 2019. Executive Overview 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 2019 OPERATING INCOME OPERATING RATIO FULLY-DILUTED  EPS TOTAL SHAREHOLDER RETURN CAPITAL  RETURNED TO  SHAREHOLDERS $4.97B 58.4% $4.17 18.0% $4.1B 32       CSX Corporation 2020 Proxy Statement Table of Contents Compensation Discussion and Analysis   |   Executive Overview Driven 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 focus on the Company’s five guiding principles as highlighted below. Improved network planning and operational execution contributed to increased fuel efficiency, greater network fluidity and fewer crew starts. These efficiencies enabled the Company to increase its free cash flow to support dividend payments to shareholders, stock repurchases and investment in the CSX rail infrastructure. The Company’s capital expenditures of approximately $1.65 billion for the year demonstrated a commitment to maintaining a safe, world-class rail network that is positioned for 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 resulted 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 by an intense focus on key operating principles, leadership and consistent communication. The Company expanded its number of front-line supervisors, and developed and delivered training to both Operations 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 leaders with the opportunity to advance their leadership while focusing on our guiding principles, cultivating decision-making, driving change and promoting teamwork while ensuring continuous focus on safety. Leaders at all levels emphasized the importance 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 as 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% 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 needs 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       33 Table of Contents Compensation Discussion and Analysis   |   Executive Compensation Practices Executive Compensation Practices Objectives of CSX’s Executive Compensation Program The primary objectives of the Company’s executive compensation programs 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. Alignment with Leading Governance Practices The Committee has established executive compensation programs that incorporate leading governance principles.have stretch targets that drive operational performance, financial results and sustainability. 2022 Proxy Statement 37 Table of Contents COMPENSATION DISCUSSION AND ANALYSIS Alignment with Leading Governance Practices The Committee has established executive compensation programs that incorporate leading governance practices. Highlighted below are executive compensation practices that drive performance and support strong corporate governance. CSX Executive Compensation Practices Include: CSX Executive Compensation Practices Do NOT Include / Allow:   Significant percentage of executive compensation practices that drive performanceis performance-based   Performance measures that are highly correlated to shareholder value creation   Engagement of an independent compensation consultant to review compensation programs and support strong corporate governance.provide an annual risk assessment CSX Executive Compensation Practices Include: CSX Executive Compensation Practices Do NOT Include / Allow: Significant percentage of executive compensation that is performance-based Performance measures that are highly correlated to shareholder value creation Engagement of an independent compensation consultant to review compensation programs and provide an annual risk assessment Significant share ownership requirements for Vice President-level executives and above and non-employee directors Change of control agreements require a double-trigger (i.e., change of control plus termination) for severance purposes Clawback policy applicable to all incentive compensation plans Inclusion of multiple financial measures in short and long-term incentive compensation plans Use of payout caps on short and long-term incentives Re-pricing of underwater options without shareholder approval Excise tax gross ups Recycling of shares withheld for taxes Hedging or pledging of CSX common stock   Significant share ownership requirements for Vice President-level executives and above and non-employee directors   Double-trigger in change of control agreements for severance payouts (i.e., change of control plus termination)   Clawback policy applicable to all incentive compensation plans   Multiple financial measures in short and long-term incentive compensation plans   Use of payout caps on short and long-term incentives   Re-pricing of underwater options without shareholder approval   Excise tax gross ups   Recycling of shares withheld for taxes   Hedging or pledging of CSX common stock Factors Considered in Determining Executive Compensation The 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 that are part of the 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 comparedContribution to the specific goals, objectives and measures determined for CSX and for the individual executive at the beginningCompany’s financial results; ■ Individual performance, criticality of the year;role and experience; ●■ Contribution into creating a culture that aligns with transformational business goals as well as reinforcing focus onand reinforces 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.Comparator Group. 34       CSX Corporation 2020 Proxy Statement Table of Contents Compensation Discussion and Analysis   |   Executive Compensation Practices In keeping with past practices, and in consultation with its independent compensation consultant, the Committee developed a customized comparator groupthe Comparator Group for 20192021, which was comprised of 1420 primarily U.S.-based companies and North American railroads (the “Comparator Group”) to help guide 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 proxy advisory peer companies. As a result of its review, the Committee approved the following Comparator Group for 2019.2021, organized by market capitalization and revenue. 38 Table of Contents COMPENSATION DISCUSSION AND ANALYSIS 20192021 COMPARATOR GROUP Air Products and Chemicals, Inc. Dominion Energy, Inc. J.B. Hunt Transport Services, Inc. United Parcel Service, Inc. C.H. Robinson Worldwide, Inc. FedEx Corporation Norfolk Southern Corporation Waste Management, Inc. Canadian National Railway Company Illinois Tool Works Inc. PPG Industries, Inc. Canadian Paci c Railway Limited Ingersoll Rand Inc. Union Pacific Corporation Market Capitalization as of December 31, 20192021 (in millions)   Revenue as of Fiscal Year-end 20192021 (in millions) All Values as of December 31, 2019 Role of the Independent Compensation Consultant Pursuant to its charter, the Committee has sole authority to select, retain and terminate any consultant used to assist the Committee in fulfilling its duties. The Committee has retained an independent compensation consultant, Meridian Compensation Partners, LLC (the “Consultant”), to provide objective analysis and to assist in the developmentevaluation and evaluationdevelopment of the Company’s executive compensation programs. 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 Committee analyzes or approves executive compensation. The Consultant is paid on an hourly fee basis, with such hourly rates approved by the Committee annually. CONSULTANT’S ROLE AND RESPONSIBILITIES ■ Analyzing competitive practices, financial information, total shareholder return, and other performance data in relation to the Company’s executive compensation philosophy ■ Reviewing compensation governance practices, including an annual risk assessment related to the Company’s compensation plans ■ Reviewing performance targets and assessing performance against targets for the Company’s short and long-term incentive plans ■ Benchmarking executive and director compensation ■ Assessing compensation plan design in the context of the Company’s business goals, shareholder value creation, employee engagement, and market and governance practices ■ Providing regular updates to the Committee with respect to current trends and developments in legislative and regulatory activity, compensation program design and governance ■ Assisting in the development of the compensation and performance comparator groups each year ■ Consulting with the Committee Chair to plan and prioritize Committee agenda items The 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 2019,2021, the Committee determined that: (i) the relationships and work of the Consultant and its professionals did not present any conflict of interest; and (ii) the Consultant and its 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. In addition, management has retained a separate consultant, Willis Towers Watson, which advises management (but not the Committee) on market trends in executive compensation, provides ad hoc analysis and recommendations, and reviews and comments on compensation proposals. WWW.CSX.COM       35 2022 Proxy Statement 39 Table of Contents Compensation Discussion and Analysis   |   Executive Compensation PracticesCOMPENSATION DISCUSSION AND ANALYSIS Consultant’s Role and Responsibilities Analyzing competitive practices, financial information, stock price and other performance data in relation to the Company’s executive compensation philosophy Reviewing compensation governance practices, including an annual risk assessment related to the Company’s compensation plans Reviewing performance targets and assessing performance against targets for the Company’s short and long-term incentive plans Assessing compensation plan design in the context of the Company’s business goals, shareholder value creation and employee engagement Providing regular updates to the Committee with respect to current trends and developments in legislative and regulatory activity, compensation program design and governance Assisting in the development of a comparator group of companies for compensation comparison purposes Consulting with the Committee chair to plan and prioritize Committee agenda items Compensation Risk Evaluation and Mitigation The Committee believes appropriately structured compensation programs 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 design 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 mitigating factors included in the Company’s executive compensation programs. 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; ●■ AnalyzesAnalyzes the relationship between the executive compensation programs and the Company’s enterprise risks identified through the Company’s businessenterprise risk mitigationmanagement process; and ●■ When appropriate, provides recommendations for potential enhancements to further mitigate compensation risks. The risk assessment, which includes a summary of all executive compensation programs and participation, helps the Committee evaluate: (i) the nature of the risks inherent in the Company’s executive compensation programs; and (ii) whether the Company has designed and implemented appropriate risk management processes that foster a culture of risk-awareness. In 2019,2021, this assessment led to a conclusion by management, which was affirmed by the Consultant, that the Company’s executive compensation programs of the Company were 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 Statement Table of Contents Compensation Discussion and Analysis   |   Elements of the Company’s 2019 Executive Compensation Programs Executive Compensation Program Features that Serve to Mitigate Risk EXECUTIVE COMPENSATION PROGRAM FEATURES THAT SERVE TO MITIGATE RISK ■ Compensation is appropriately balanced betweenbetween: (i) fixed and variable compensationcompensation; and (ii) short and long-term incentives ■ Significant weighting towards long-term incentive compensation discourages short-term risk-taking Multiple long-term ■ Long-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 options for outstanding plan cycles ■ Performance measures for short and long-term incentive awards reinforce the Company’s business goals ■ Clawback provisions in short and long-term incentive plans require repayment of awards in certain circumstances ■ Financial performance measures have a strong relevant correlation to long-term shareholder value creation ■ Multiple financial performance measures in the short and long-term incentive plans provide a balanced approach ■ Short and long-term incentive awards include maximum payout caps on financial performance measures for NEOs ■ Internal controls over the measurement and calculation of performance measures protect data integrity ■ Share ownership guidelines reinforce alignment of executive and shareholder interests Say-on-Pay and Shareholder Engagement The annual say-on-pay vote provides the Committee with important shareholder feedback on the Company’s executive compensation programs. The Committee evaluates the results of the annual say-on-pay vote as it evaluates the structure of the executive compensation programs. In 2021, approximately 93% of the shares represented at the Annual Meeting were voted in favor of the say-on-pay proposal. During the year, CSX actively sought feedback from shareholders on executive compensation, corporate governance, sustainability and other matters to better understand what motivated their votes. These conversations help inform executive compensation plan design, as well as governance policies and disclosures. 40 Table of Contents COMPENSATION DISCUSSION AND ANALYSIS Elements of the Company’s 20192021 Executive Compensation Programs As an organization focused on pay-for-performance, CSX provides competitive total compensation opportunities in line with similar Comparator Group companies.companies with a focus on pay for performance. The Committee reviewsand the performanceBoard monitor compensation of the CEO and accomplishmentsthe other NEOs very closely. All compensation decisions for the CEO are made by the non-management members of each executivethe Board, and all compensation decisions for the other NEOs are made by the Committee. This rigorous review process is designed to ensure short-term incentive payouts that executive compensation reflects considerations based on market practice, internal equity and the business needs of CSX. The Committee realizes that the CEO’s compensation is materially higher than the compensation for the other NEOs. Mr. Foote’s compensation is commensurate with his extensive experience as a high-performing rail industry executive, while certain other NEOs are consistentmuch newer to their executive roles. Mr. Foote’s compensation is benchmarked with Comparator Group CEO’s, and is reflective of the Company’s overall executive compensation program objectives.strong performance during his tenure as CEO. 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. The objective is to provide total compensation opportunities that are competitive with those offered by companies in the Comparator Group withand that appropriately incentivize individual performance. 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 performance and accomplishments of each award provides an appropriateNEO to ensure incentive for individual performance that ispayouts are consistent with the Company’s overall executive compensation program objectives. Pay Element Form Performance Form Performance Objective Salary Cash Based on assessment of scope of responsibilities, individual performance, experience and long-term shareholder value creation Recruit, engage and retain talented high-performing leaders Short-Term Incentives   Cash The Company’s performance measures for the cash2021 short-term incentive awards and weightings at target are: ●■Operating Income (30%) ●■Operating Ratio (30%) ●■  Initiative-Based Revenue Growth (10%) ■Safety (10%) ■  Fuel Efficiency (10%) ■  Trip Plan Compliance (10%) Individual performance is also considered for determining the final payout for the executive Motivate and reward executives and eligible employees for driving performance within a one-year period Long-Term Incentives ●■Performance Units (50%) ●■Non-qualified Stock Options (25%) ■  Restricted Stock Units (25%) The performance measures and weightings for the performance units issued as part of the 2021-2023 long- term incentive plan are: ●■  Average Annual Operating RatioIncome Growth Rate Percentage (50%) ●■Free Cash Flow (50%) Formulaic Performance units are subject to a formulaic linear Relative Total Shareholder Return modifier of +/- 25% with 250% maximum Non-qualified Stock Options vest ratably over three years and only have value if the price of CSX’s common stock increases after grant Restricted stock units cliff vest three years from the grant date Motivate and reward executives to drive strategic initiatives that create shareholder value over a three-year period The Company also provides retirement and other health and group benefits, non-qualified deferred compensation plans, and limited perquisites. The NEOs generally participate in the same benefit programs as all eligible management employees. WWW.CSX.COM       37 2022 Proxy Statement 41 Table of Contents Compensation Discussion and Analysis   |   Elements of the Company’s 2019 Executive Compensation ProgramsCOMPENSATION DISCUSSION AND ANALYSIS 20192021 Target Compensation Mix for the CEO and Other NEOs The Company’s executive compensation philosophy requires that a substantial portion of total compensation be at-risk and consist of performance-based incentives that linkare linked to CSX’s financial and operating results. In addition, the Committee strives to strikeprovide 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%2021, 72% of the CEO’s targeted Total Direct Compensation was performance-based and at-risk. The target compensation mix for each of the NEOs is shown below. Mr. Wallace tragically passed away in November 2021, but is included as an NEO for SEC disclosure purposes since he would have been one of the next three most highly compensated executives had he remained employed through year end. James M. Foote President and Chief Executive Officer Age 6866 Tenure2.5 4.4 years Responsibilities Mr. 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,Prior to joining CSX, 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 2021 ACCOMPLISHMENTS ● n Advanced CSX’s long-term strategy through acquisitions, key growth initiatives, customer transactions and federal and state partnerships. n Progressed the One-CSX culture for all employees while leading the organization through a dynamic and challenging environment that included severe supply chain issues, labor shortages and an evolving political and social landscape. n Led the Company to historical financial and operating performance including the Company’s first ever sub-60% (58.4% actual) operating ratio ●Improved personal injuryorganization through safety performance to the best in the rail industry ●Drove year-over-year operating performance improvementsefforts that resulted in industry-leading customer service ●Developed, alignedzero fatalities. n Launched social justice and communicatedracial equity partnership with City Year called “10,000 Steps Towards Social Justice”, engaging employees in key organizational messages and financial targetscommunities across the rail network. 2019 Target Compensation Base Salary:$1,250,000 Target Annual Bonus:$1,750,000 Target Long-Term Incentives:$10,000,000 Target Total Direct Compensation:$13,000,000 n Ensured business continuity through hiring efforts that resulted in a 700% increase in conductor hires. 38       CSX Corporation 2020 Proxy Statement2021 TARGET COMPENSATION Base Salary: $ 1,500,000 Target Annual Bonus: $ 2,625,000 Target Long-Term Incentives: $ 12,500,000 Target Total Direct Compensation: $ 16,625,000 50% of 2021 LTI was performance-based     42 Table of Contents Compensation Discussion and Analysis   |   Elements of the Company’s 2019 Executive Compensation ProgramsCOMPENSATION DISCUSSION AND ANALYSIS Sean R. Pelkey Kevin S. Boone Executive Vice President and Chief Financial Officer Age42 Tenure2.6 16 years Responsibilities In June, 2021, Mr. Boone has served asPelkey was named Vice President and Acting Chief Financial Officer. In January 2022, Mr. Pelkey was promoted to Executive Vice President and Chief Financial Officer since October 2019.Officer. 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. Pelkey has more than 16 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, Assistant Vice President of Capital Markets, as well as several director and managerial roles in investor relations, financial planning and IT finance. 2021 ACCOMPLISHMENTS n Added almost $200 million in value to the Company through various initiatives across all departments. n Assisted intermodal operations by identifying and acquiring container yards and negotiating contracts for variable storage off property. n Supported the diligence and closing process for the acquisition of Quality Carriers. n Realized over $500 million for real estate sales, including the multi-year Virginia transaction. 2021 TARGET COMPENSATION Base Salary: $ 516,000 Target Annual Bonus: $ 361,200 Target Long-Term Incentives: $ 342,261 Target Total Direct Compensation: $ 1,219,461 50% of 2021 LTI was performance-based     2022 Proxy Statement 43 Table of Contents COMPENSATION DISCUSSION AND ANALYSIS Kevin S. Boone Executive Vice President – Sales & Marketing Age 45 Tenure 4.5 years Responsibilities Mr. Boone has served as Executive Vice President – Sales and 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 1820 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 2021 ACCOMPLISHMENTS ●Generated more than $200 n Led Sales & Marketing team that delivered $900 million of incremental free cash flow through working capital initiatives and improved capital efficiency ●Exceeded annual free cash flow and operating targetsin line haul revenue growth versus 2020, despite macro driven revenue headwinds ●Developed and implemented new cost plan to mitigate impact of unfavorable freight volume environment 2019 Target Compensation Base Salary:$475,000 Target Annual Bonus:$427,000 Target Long-Term Incentives:$2,000,000 Target Total Direct Compensation:$2,902,000 supply side constraints. n Increased TRANSFLO footprint by creating new terminal in Atlanta and establishing a franchise model in West Virginia. n Led efforts to help East Coast ports reduce congestion at their terminals. n Provided key leadership in the integration of Quality Carriers and partnered to secure incremental intermodal and chemical multi-modal volumes. 2021 TARGET COMPENSATION Base Salary: $ 700,000 Target Annual Bonus: $ 700,000 Target Long-Term Incentives: $ 3,000,000 Target Total Direct Compensation: $ 4,400,000 50% of 2021 LTI was performance-based     44 Table of Contents COMPENSATION DISCUSSION AND ANALYSIS Jamie J. Boychuk Executive Vice President – Operations Age 4442 Tenure2.7 4.8 years Responsibilities Mr. Boychuk has served as CSXT’sCSX Transportation, Inc.’s (“CSXT’s”) Executive Vice President – Operations since October 2019. In this role, he is responsible for transportation, 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 2021 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 n Led the Operations team that achieved improvements in annual savings ●Achieved record levelstrain accident safety and the third best year of fuel, locomotive and T&E efficiencies 2019 Target Compensation Base Salary:$500,000 Target Annual Bonus:$450,000 Target Long-Term Incentives:$2,000,000 Target Total Direct Compensation:$2,950,000 train velocity in CSX history. WWW.CSX.COM       39 n Responded to economic recovery and volume resurgence with subsequent increase in locomotive fleet and corresponding headcount increases. n Worked with key public stakeholders towards an Amtrak Gulf Coast service solution. n Led Intermodal team that opened 13 additional container yards to adapt to global supply chain challenges helping keep terminals fluid while generating supplemental revenue. n Improved public safety by closing 79 at-grade crossings and eight grade separated structures. 2021 TARGET COMPENSATION Base Salary: $ 700,000 Target Annual Bonus: $ 700,000 Target Long-Term Incentives: $ 3,000,000 Target Total Direct Compensation: $ 4,400,000 50% of 2021 LTI was performance-based     2022 Proxy Statement 45 Table of Contents Compensation Discussion and Analysis   |   Elements of the Company’s 2019 Executive Compensation ProgramsCOMPENSATION DISCUSSION AND ANALYSIS Edmond L. Harris Executive Vice President Age70 Tenure2.2 years   Responsibilities Mr. 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 change 2019 Target Compensation Base Salary:$600,000 Target Annual Bonus:$540,000 Target Long-Term Incentives:$2,000,000 Target Total Direct Compensation:$3,140,000 Nathan D. Goldman Executive Vice President – Chief Legal Officer and Corporate Secretary Age 6462 Tenure16 18.7 years Responsibilities Mr. 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. 2021 ACCOMPLISHMENTS n Supported key strategic growth initiatives (such as the acquisition of Quality Carriers and the proposed acquisition of Pan Am Systems, Inc.) with strategic communications and regulatory compliance. n Leveraged advanced data analytics to increase effectiveness and efficiency of audits, investigations and SOX testing. n Achieved 1,000+ days injury free in CSX Police Department for first time in Company history. n Successfully petitioned STB to consider adoption of an acceptable small shipper dispute resolution process. 2021 TARGET COMPENSATION Base Salary: $ 550,000 Target Annual Bonus: $ 495,000 Target Long-Term Incentives: $ 2,200,000 Target Total Direct Compensation: $ 3,245,000 50% of 2021 LTI was performance-based     46 Table of Contents COMPENSATION DISCUSSION AND ANALYSIS Diana B. Sorfleet 2019 AccomplishmentsExecutive Vice President and Chief Administrative Officer Age 57 Tenure 10.7 years Responsibilities ●Worked with governors Ms. Sorfleet has served as Executive Vice President and legislaturesChief Administrative Officer since July 2018. In this role, she is responsible for information technology, human resources, labor relations, people systems and analytics, medical, total rewards and aviation. She joined the Company in 2011, and has previously served as Chief Human Resources Officer. Prior to secure over $220 million in state infrastructure grants ●Successfully secured a $125 million Infrastructurejoining CSX, she served as vice president for Rebuilding America (INFRA) grant ●Managed critical litigationdiversity and development at Exelon, one of the nation’s leading competitive energy providers. 2021 ACCOMPLISHMENTS n Drove productivity, efficiency, safety and customer service through technology solutions that included new ShipCSX tools, and autonomous inspection analytics. n Completed multiple security assessments to successful conclusions ●Actively engaged on critical legislation impactingbaseline the Company’s competitive interests ●Secured listing on the Dow Jones Sustainability Index - North America for the ninth year in a row 2019 Target Compensation Base Salary:$500,000 Target Annual Bonus:$450,000 Target Long-Term Incentives:$2,000,000 Target Total Direct Compensation:$2,950,000 security posture and reduce risk. 40       CSX Corporation 2020 Proxy Statement n Advanced culture change initiatives in support of CSX’s business strategy and supported launch of social justice and racial equity partnerships. n Expanded employee hiring, training and development opportunities to support business results. Hiring included over 1,000 conductors in 2021. 2021 TARGET COMPENSATION Base Salary: $ 550,000 Target Annual Bonus: $ 495,000 Target Long-Term Incentives: $ 2,200,000 Target Total Direct Compensation: $ 3,245,000 50% of 2021 LTI was performance-based     2022 Proxy Statement 47 Table of Contents COMPENSATION DISCUSSION AND ANALYSIS Compensation Discussion and Analysis   |   20192021 Base Salary 2019 Base Salary The Committee determines a base salary for each executive centeredNEO annually based on its assessment of the individual’s scope of responsibilities, performance, experience, and long-term shareholder value creation.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 the following adjustments for certain NEOs. Base salary may represent a larger or smaller percentage of total compensation ifactually paid, depending on whether actual Company and individual performance under the short and long-term incentive plans discussed herein fall short of or exceed pre-establishedthe applicable performance targets. In 2021, the Committee reviewed the annual compensation of the Company’s NEOs and approved, or recommended Board approval for the CEO, changes to base salaries that considered 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 $1,500,000. The Committee approved increases to the base salaries for Mr. Boone, Executive Vice President – Sales and Marketing (EVP - CFO at the time of approval), Mr. Boychuk, Executive Vice President – Operations, Mr. Goldman, Executive Vice President – Chief Legal Officer and Corporate Secretary, Ms. Sorfleet, Executive Vice President and Chief Administrative Officer, and Mr. Pelkey, Executive Vice President and Chief Financial Officer (Vice President and Acting Chief Financial Officer at the time of approval). The new base salaries were as follows: Messrs. Boone and Boychuk – $700,000; and Mr. Goldman and Ms. Sorfleet - $550,000. These adjustments were effective as of January 1, 2021. In June 2021, the Committee approved a base salary for Mr. Pelkey of $516,000 in connection with his promotion to Vice President and Acting Chief Financial Officer. 20192021 Short-Term Incentive Compensation The Company’s 2019Goal Setting Process for 2021 MICP In January 2021, the Committee established the goals and measures under the 2021 Management Incentive Compensation Plan (the “2019“2021 MICP”) and developed a performance structure to drive business results and create value for shareholders. The 2021 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 safety goals, the Committee included an ESG-focused measure related to fuel efficiency, which can help the Company and customers reduce carbon emissions. The 2021 MICP was structured to reward executives and eligible employees for driving Company performance over a one-year period. As discussed earlier in the CD&A, the Committee annually reviewsEach NEO was provided an incentive opportunity based on the goals and measures used to drive business results and create value for shareholders. Each NEO has an incentive opportunityestablished by the Committee expressed as a percentage of base salary earned during the year (“Target Incentive Opportunity”). In 2019,2021, the Target Incentive Opportunity level for Mr. Foote was increased to 140% to align with external peers. The Target Incentive Opportunity level175% of base salary, 100% of base salary for Messrs. Boone, Boychuk Goldman, Harris and Lonegro remained unchanged atWallace, 90% of base salary.salary for Ms. Sorfleet and Mr. Goldman, and 70% for Mr. Pelkey. 20192021 MICP Performance Measures The 2019In January 2021, the Committee approved the performance measures reflectfor the 2021 MICP, which included financial performance measures, safety improvement, operational and ESG-related targets. These measures have proven to be critical drivers of CSX’s business success:success. In an effort to enhance focus on sustainable growth, the Committee approved weightings for each of the performance measures as set forth below. Operating Income Directly tied to Operating Ratio targets and gauges the general health of the core business -– quantifying our profitability. Operating Ratio A key indicator of the Company’s efficiency. Ensuring we areefficiency, this measure helps us maintain focus on maximizing the value of our service product, as well as ensuring that our processes are safe and cost efficient, which are main themes of our guiding principles. Safety Added in 2019, FRA Personal Injury and Train Accident rates underscore 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 Trip Plan Compliance Trip Plan Compliance is a top prioritymeasure of successfully executing the trip plan for CSX, and at all times,freight cars (including lntermodal) based on commitments to our efforts must reflectcustomers. Fuel Efficiency Fuel Efficiency measures our commitmentfuel productivity using gallons of fuel divided by gross ton miles. Initiative-based Revenue Growth Initiative-based Revenue Growth measures our ability to prevent injuries and accidents — and that includes mitigating risk of inappropriate behaviors such as incomplete or inaccurate reporting of all accidents, incidents, injuries and occupational hazards. gain new business. 48 Table of Contents COMPENSATION DISCUSSION AND ANALYSIS To determine the payout under the MICP, the Committee 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 upward or downward payout adjustments may be made based on individual goal performance as compared to the guiding principles. Threshold performance must be met to receive a payout and there is a 250% maximum payout cap for NEOs.performance. As shown in theSummary Compensation Table, the actual 20192021 MICP payouts were paid in cash and reflect the Company’s financial performance and individual NEOoperational performance. WWW.CSX.COM       41 Table of Contents Compensation Discussion and Analysis   |   2019 Short-Term Incentive Compensation 20192021 MICP Targets and Payout Percentages In light of the continuing economic uncertainties and widespread supply chain challenges that existed in January 2021, when the plan was adopted, the Committee approved annual incentive targets with a wider range than recent years. The operating income target for 20192021 MICP was set at $4.955 billion and the operating ratio target was set at 60% (adjusted for actual average price of highway diesel fuel) baseddesigned to continue to build on the Company’s strong customer service levels, to create new business plan. In addition, the 2019 MICP included safety improvement targets for FRA Personal Injuriesopportunities 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 resulted in a payout of 158% of target incentive opportunities. The 2019 MICP allowed a formulaic adjustment to the operating ratio performance goal by a pre-determined amount if the average cost of highway diesel fuel was outside the range of $2.85 to $3.35 per gallon. This adjustment is designed to account for the potential impact that volatile fuel prices have on expenses and operating ratio. Because the 2019 average price per gallon was $3.06 for highway diesel fuel, which was inside the pre-determined range, there was no adjustment to the operating ratio goal. The Committee believes that the short-term measures are directly aligned with the Company’s strategic short-term goals, directly impacted by executive leadership actions, support our long-term strategy, help deliver shareholder value and ensure retention of critical talent.drive revenue growth. The Committee believes that sustained improvements in operating efficiencies and the focus on growth will continue to play a critical role in the continued creation of shareholder value. The specific threshold, target and maximum payout goals and applicable weighting for each performance measure is set forth below. Performance Measure1   Weighting     Threshold1   Target   Maximum Financial Goals – 60% Operating Income   30%   $ 3,800M       $ 4,540M       $ 4,830M Operating Ratio2   30%     61.5%     58.8%     57.2% Initiative-based Revenue Growth   10%   $ 150M   $ 200M   $ 275M Operational and ESG Goals – 30% (Customer Service, Environment & Growth) Trip Plan Compliance   10%     80%     82.5%     85% Fuel Efficiency   10%     1.03     0.98     0.95 FRA Personal Injury Rate   5%     0.99     0.90     0.85 FRA Train Accident Rate   5%     2.65     2.40     2.35 Total Payout Opportunity         2.5% - 50%1     100%     200% 1 Performance measure payouts are independent and could result in a threshold payout range from 2.5% to 50%. 2 The 2021 MICP allowed a formulaic adjustment to the operating ratio performance goal by a pre-determined amount if the average cost of highway diesel fuel was outside the range of $2.25 to $2.75 per gallon. This adjustment is designed to account for the potential impact that volatile fuel prices have on expenses and operating ratio. Because the 2021 average price per gallon was $3.28 for highway diesel fuel, which was outside the top end of the range, the operating ratio goals were adjusted as follows: threshold of 62.1%, target of 59.4% and maximum of 57.8%. The Committee believes that the measures for the 2021 MICP were directly aligned with the Company’s strategic short-term goals, were directly impacted by executive leadership actions, supported our long-term strategy, helped deliver shareholder value and ensured retention of critical talent. For 2021, the Company achieved above-maximum operating income of $5.594 billion and above-maximum operating ratio of 55.3%. FRA Personal Injuries were slightly below target at 0.92, while FRA Train Accidents fell below threshold at 2.90. For the Operational and ESG goals, the Company achieved: 76.5% trip plan compliance, which was below threshold; fuel efficiency of 0.960, which was just below maximum; and $341 million of initiative-based revenue growth, which was well ahead of maximum. As such, the Company’s performance on each of these goals for 2021, resulted in a payout of 160% of target incentive opportunities. Similar to how management evaluates the performance of all eligible employees, the Committee annually assesses the individual performance of each NEO and determines payout amounts, which were capped at the maximum Company payout of 250% of target for 2019, based on individual performance.2021. Based on the 20192021 accomplishments for each NEO as described above, the Committee approved a 197.5%160% annual incentive payout for Messrs.each of the NEOs other than Mr. Foote. For Mr. Foote, Boonethe Committee recommended, and Boychuk andthe Board approved, a 158%200% annual incentive payout, for Messrs. Harris, Goldman and Lonegro.which included a 25% upward adjustment based on individual performance. These payouts are reflected in the “Non-Equity Incentive Plan Compensation” column of theSummarythe Summary Compensation Table.Table. 2022 Proxy Statement     49 Table of Contents COMPENSATION DISCUSSION AND ANALYSIS 2022 MICP Design The 20202022 MICP design continues to emphasize safety, operating income and operating ratio, with an increased weighting of operating incomeas well as operational and 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 choice to attract and 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.strategic priorities. 42       CSX Corporation 2020 Proxy Statement Table of Contents Compensation Discussion and Analysis   |   Long-Term Incentive Compensation Long-Term Incentive Compensation 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. 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 Plan” and together with the 2010 Stock Plan, the “Stock Plans”). The Stock Plans allow for different types of equity-based awards and provide flexibility in compensation design 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 Compensation TheA significant portion of the NEOs’ target compensation is comprised of the Long-Term Incentive Plan (“LTIP”) provides a significant portionawards. Each year, the Committee, as part of the NEOs’ compensation. Each year,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 appropriatecorresponding value of equity-based awards. For 2021, the LTIP grants for the NEOs were comprised of performance units, restricted stock units and non-qualified stock options awards, which were designed to drive long-term value and growth through the achievement of Company performance goals and increased stock prices. The number of performance units and non-qualifiedrestricted stock optionsunits is determined based on the award value divided by the average closing value of CSX common stock for the full three-month period prior to the grant orgrant. The number of non-qualified stock options is determined based on the award value divided by the Black-Scholes value for that same period, as applicable.period. 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 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 2017-20192019-2021 performance cycle closed on December 31, 2019,2021, and was paid out in January 2020.2022. The 2018-2020, 2019-20212020 – 2022, 2021 – 2023 and 2020-20222022 – 2024 cycles remain in progress, which ensureshelp 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. Performance units 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 2019 – 2021 LTIP cycle, upon death, disability or retirement, participants other than Messrs. Foote and Harris,or their estates received a prorated portion of their award based on the number of months completed in the cycle. Beginning in 2020, upon death or disability, participants are eligible to earn the performance units that they would otherwise have earned at the end of the performance period had there been no death or disability. Upon retirement, participants receive a pro-rataprorated portion of their award based on the number of months completed in the LTIP cycle. TheMr. Foote is currently eligible for retirement for purposes of the LTIP and his employment agreements for Messrs. Foote and Harris provideagreement provides that, in connection with theirhis retirement, their full awardshis outstanding performance units will continueremain outstanding and eligible to vest based on Company performance through the end of any outstandingthe applicable LTIP cycles.cycle. 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       43 50 Table of Contents COMPENSATION DISCUSSION AND ANALYSIS Compensation Discussion and Analysis   |   Long-Term Incentive Compensation 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 an 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 of grant. The Stock Plans prohibit 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 2019 – 2021 LTIP cycle, upon death, disability or retirement, participants or their estates received a prorated portion of their award based on the number of months completed in the cycle. Beginning in 2020, all options will vest per the original vesting schedule in the case of death or disability. Upon retirement, participants will receive a pro-rataprorated portion of the award based on the number of months completed in the cycle. The employment agreementsagreement for Messrs.Mr. Foote and Harris provideprovides that, in connection with theirhis 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”). Awards are paid in the form of CSX common stock at the end of the restricted period. 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 2019 – 2021 LTIP cycle, upon death, disability or retirement, participants or their estates received a prorated portion of their award based on the number of months completed in the cycle. Beginning in 2020, all restricted stock units will vest per the original vesting schedule in the case of death or disability. Upon retirement, participants will receive a prorated portion of their award based on the number of months completed in the LTIP cycle. Mr. Foote is currently eligible for retirement for purposes of the LTIP and his employment agreement provides that, in connection with his retirement, his outstanding restricted stock units will remain outstanding and eligible to vest at the end of the restricted period for any outstanding LTIP cycles. Further information regarding the LTIP grants made to our NEOs in 2021 can be found under the “2021 Grants of Plan-Based Awards Table” below. Performance Measures for the 2017-20192019 - 2021 LTIP The 2017-2019For performance units granted under the 2019 – 2021 LTIP usedcycle, cumulative operating ratio 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 prior to the implementation of the new operating model. Operating ratio has a historically high correlation to the Company’s stock price and serves as a key financial performance measure for CSX and the railroad industry. As such, the use of operating ratio 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 createdcreating value for shareholders. Modified ROAFree 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 ratio 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 Revenues Modified Return on Assets (ROA) = Tax-Adjusted Operating Income  Net Property   The threshold, target and maximum payouts for each measure are 10%, 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 2017-20192019 – 2021 LTIP. The 2017-20192019 – 2021 LTIP measured cumulative operating ratio and average modified ROAfree cash flow over a 12-quarter period from January 20172019 through December 2019.2021. In addition to operating ratio and modified ROA,free cash flow, the Committee maintainedperformance units for this 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 2019 through December 2021. This modifier did not apply to reduce the payout by upMr. Pelkey for this LTIP cycle as he was not promoted to 30%.Executive Vice President until January 2022. The Committee recognizes that operating ratio is a measure in the short and long-term plans, but believes inclusion in both plans reflects the criticality of the alignment between operating ratio and the Company’s focus on operating efficiency. The Committee does not believe this overlap will create inappropriate risk-taking since the measurement periods are different (one vs. 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. This overlap was eliminated starting with the 2020 – 2022 LTIP consistent with CSX’s strategic initiatives focused on growth. 442022 Proxy Statement     CSX Corporation 2020 Proxy Statement51 Table of Contents COMPENSATION DISCUSSION AND ANALYSIS Compensation Discussion and Analysis   |   Long-Term Incentive Compensation Financial Goals for the 2017-20192019 - 2021 LTIP The LTIP targets for the 2017-2019performance units granted under the 2019 – 2021 LTIP were set to incentivize long-term shareholder value creation. The goals were set in February 20172019, 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 2017-20192019-2021 LTIP were as follows: Cumulative Operating Ratio (100% maximum payout) Modified Return on Assets (100% maximum payout) Threshold (10% payout) Target (50% payout) Maximum (100% payout) Threshold (10% payout) Target (50% payout) Maximum (100% payout) Cumulative Operating Ratio (100% maximum payout)   Cumulative Free Cash Flow (100% maximum payout) Threshold (10% payout)   Target (50% payout)   Maximum (100% payout)   Threshold (10% payout)   Target (50% payout)   Maximum (100% payout) 60.0%   59.0%   58.0%   $9.0B   $9.725B   $10.325B At the time the 2017-20192019 – 2021 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$2.85 - $2.97$3.35 per gallon. This potential adjustment is designed to mitigate the positive and negative impact volatile fuel prices may have on expenses and operating ratio. Based on anThere was no adjustment to the cumulative operating ratio targets as the average price per gallon of highway diesel fuel of $2.96 duringwas within the 2017-2019 LTIP, no operating ratio goal adjustmentrange of $2.85 – $3.35 per gallon, which 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.collar set at the time of adoption of the plan. HISTORICAL OPERATING RATIO AND OPERATING INCOME Payout for the 2017-20192019 - 2021 LTIP Performance Units Based on a cumulative operating ratio of 61.3%57.4% and an average modified ROAa cumulative free cash flow of 8.95%$9.96 billion for the cycle, the payout for the performance units, which comprised 50%60% of 2017-2019the 2019 – 2021 LTIP, was 200%.169% of target. 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 15%, and dida total payout of 144% 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 Company at the time the cycle and awards were approved and granted by the Committee.an Executive Vice President as of December 31, 2021. Performance Measures for the Outstanding LTIPs In determining the performance measures for the performance units for each LTIP cycle, the Committee: (i) considers information on various 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 2018-2020 and 2019-2021 LTIPs useFor performance units, the 2020 – 2022 LTIP uses operating ratioincome and free cash flow on an equally weighted basis to measure the Company’s performance. The 2020-20222021 – 2023 LTIP uses average annual operating income growth rate percentage and free cash flow on an equally weighted basis.basis, as the performance measures for the performance units. The average 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. For the 2022 – 2024 LTIP, the Committee approved the use of average annual operating income growth rate percentage and CSX cash earnings (“CCE”) on an equally weighted basis, as the performance measures for the performance units. CCE is designed to measure whether returns on new investments exceed an expected rate of return and to encourage investments in growth projects. This measure was incorporated to drive earnings growth and better align compensation to the One-CSX strategy. Historically, CCE has had a high correlation to stock price appreciation. The changes in performance measures for the performance units have been designed to reward long-term performance during a period of transformation and change, and to focus on the Company’s strategic initiatives to drive growth. WWW.CSX.COM       45 52 Table of Contents Compensation Discussion and Analysis   |   Employment AgreementsCOMPENSATION DISCUSSION AND ANALYSIS All three outstanding LTIPs areThe 2020 – 2022 LTIP is comprised of performance units and non-qualified stock options for the NEOs.NEOs, and the 2021 – 2023 and 2022 –2024 LTIPs are comprised of performance units, non-qualified stock options and restricted stock units. The number of performance units and restricted stock units awarded to each NEO is 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. The number of options awarded is calculated based on the Black-Scholes value for the same period. For the 2018-2020 and 2019–2021 LTIPs,2020 – 2022 LTIP, 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, and 40% to50% for non-qualified stock options to continue to drive shareholder value in a pay-for-performance culture. Foroptions. The allocation for the 2020-2022 LTIP, the allocation2021 – 2023 and 2022 – 2024 LTIPs was 50% performance units, 25% restricted stock units and 50%25% for non-qualified stock options to further align our NEO’s long-term incentives directly to shareholder value creation and drive our pay-for-performance culture.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-related peer group. This modifier does not apply to Mr. Pelkey for the 2020 – 2022 and 2021 – 2023 LTIP cycles, as he was not promoted to Executive Vice President until January 2022. Clawback Provision Payouts 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 Agreements 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 CEO in December 2017. This 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. Mr. Harris received an employment letter agreement upon his hiringcontrol, as Executive Vice President-Operations in January 2018. This agreement was updated to reflect the changes in his title and responsibilities in October 2019, and to remove certain severance protections included in his prior agreement. No other NEOs have individual employment agreements. All individual employment agreements have been filed and can be reviewed on the U.S. Securities and Exchange Commission website atwww.sec.gov.further described below. Non-Compete and Non-Solicitation Agreements Vice presidents and above, including theThe President and CEO, and executive vice presidents, senior vice presidents, vice presidents, heads of department, as well as certain other key employees, 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 precludes an executive from working for a competitor of the Company. The non-compete conditions 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 Agreements Mr. Foote is eligible for the following severance benefits under his employment letter agreement with the Company dated 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.MICP; ■ Pro-rata payment of MICP award; and ■ Unless he is terminated for cause, his unvested equity awards will remain outstanding and vest per the original vesting schedules, with any performance-based awards remaining subject to satisfaction of pre-established performance goals. As of December 31, 2019,2021, Messrs. Pelkey, Boone, Boychuk, and Goldman, and HarrisMs. Sorfleet were eligible for benefits under the Company’s general severance policy available to all management employees. Under the general severance policy, the NEOs are eligible to receive: (i) up to one year’sseverance based on tenure (certain weeks of salary for 20 or morebased on CSX years of service;service); (ii) continuation of medical and dental coverage for up to one year if periodic separation payments are selected; (iii) financial planning for up to one year; and (iv) prorationprorated vesting of certain outstanding incentive awards. 46       CSX Corporation 2020 Proxy Statement Table of Contents Compensation Discussion and Analysis   |   Benefits Notwithstanding the foregoing, if an NEO is entitled to severance benefits under his respective Change-of-Control Agreement, he or she shall 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, 20192021 are described herein.further in the section Post-Employment Compensation table. 2022 Proxy Statement     53 Table of Contents COMPENSATION DISCUSSION AND ANALYSIS Change-of-Control Agreements The 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: (i) requires a “double-trigger” (i.e., payments are conditioned upon a change-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.all NEOs other than Mr. Pelkey. As of December 31, 2021, Mr. Pelkey’s Change-of-Control Agreement provided a potential benefit of 2.0 times his annual base salary and bonus, as he was not promoted to Executive Vice President until January 2022. AllOur NEOs are subject to the terms of the change-of-control agreements described above and as further detailed under the section entitled “Post-Termination andPotential Payouts Under Change-of-Control Payments.”Agreements. Benefits Retirement Programs CSX’s retirement programs currently consist of two components: a defined contribution 401(k) plan and a now 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”). CSXtra Plan The 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. Qualified CSX Pension Plan The Pension Plan, which has been closed to new employees as ofsince 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       47 Table of Contents Compensation Discussion and Analysis   |   Benefits The hypothetical account earns interest credits on a monthly basis based on the annual 10-year 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 20192021 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 20192021 was $225,000$230,000 (for a life annuity at age 65) and is subject to adjustment for future cost 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 $280,000$290,000 for 20192021 and is also subject to adjustment for future cost of living changes. ●■ 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 20192021 Annual Report. 54 Table of Contents COMPENSATION DISCUSSION AND ANALYSIS Special Retirement Plan of CSX and Affiliated Corporations The 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 new employees. 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 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$290,000 compensation limit under the Code and the $225,000$230,000 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 20192021 Pension Benefits Tablefor the Special Retirement Plan are described in the 20192021 Annual Report. Health and Group Benefits CSX provides the same health and group benefits to the NEOs as those available to all 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. The Company also provides NEOs, on the same basis as other management employees, salary continuance in the event of short-term or long-term disability, 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 Plan CSX offers a voluntary, non-qualified Executive Deferred Compensation Plan (“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. 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 Statement Table of Contents Compensation Discussion and Analysis   |   Stock Ownership Guidelines In accordance with a participant’s individual elections, deferred amounts, other than stock 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. EDCP participants may elect to receive payment of their deferred amounts, including earnings, upon separation from service or upon the attainment of a specified 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.years, prior to 2021). 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. Employee Stock Purchase Plan The CSX Employee Stock Purchase Plan (“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 value (as of the applicable grant date) equal to $25,000. 2022 Proxy Statement     55 Table of Contents COMPENSATION DISCUSSION AND ANALYSIS Other Benefits The perquisites provided to NEOs in 20192021 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 for each NEO. Additionally, pursuant to Company policy, Mr. Foote, as CEO, is required to travel by Company aircraft at all times for security purposes and to ensure efficient use of his time. 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 are disclosed in theSummary Compensation Table. Stock Ownership Guidelines CSX 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. Position      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 AgainstProhibiting Hedging / Pledging of CSX Stock CSX’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       49 56 Table of Contents Compensation Discussion and Analysis   |   2019COMPENSATION DISCUSSION AND ANALYSIS 2021 Summary Compensation Table 2019 Summary Compensation Table The Summary Compensation Table presentsand the accompanying footnotes describe the amount and type of compensation for the NEOs infor 2021 and, if applicable, 2020 and 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 Name    Year    Salary ($)    Bonus ($)    Stock Awards ($)(2)    Option Awards ($)(3)    Non-Equity Incentive Plan Compensation ($)(4)    Change in Pension Value and Nonqualified Deferred Compensation Earnings ($)(5)    All Other Compensation ($)(6)    Total ($) James M. Foote    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     2019   1,250,000   —   6,096,711   3,993,136   3,425,391   534,271   228,024   15,527,533 Kevin S. Boone   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     2019   399,928   —   995,402   1,481,381   599,756   78,450   27,956   3,582,873 Sean R. Pelkey(1)   2021   427,826   —   774,847   258,359   479,165   95,725   16,270   2,052,192 Jamie J. Boychuk   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     2019   392,696   —   1,007,915   1,686,335   645,054   81,938   23,885   3,837,823 Nathan D. Goldman   2021   550,000   —   1,616,082   538,440   792,000   226,459   57,577   3,780,558     2020   500,000   292,500   1,089,048   1,092,151   45,000   136,918   47,674   3,203,291     2019   500,000   —   1,219,356   2,001,314   711,000   172,086   33,600   4,637,356 Diana B. Sorfleet(1)   2021   550,000   —   1,616,082   538,440   792,000   167,636   35,112   3,699,270 Mark K. Wallace(1)   2021   655,417   —   2,203,699   734,236   1,048,667   182,076   175,254   4,999,349     2020   550,000   321,750   1,361,291   1,365,194   49,500   92,798   113,188   3,853,721     2019   550,000   —   1,219,356   798,634   860,310   132,808   42,602   3,603,710 (1) Messrs.Mr. Boone and Boychukis an NEO by virtue of having served as our principal financial officer during a portion of 2021. No amounts are included for Mr. Pelkey or Ms. Sorfleet as they were promoted to their positions effective October 2, 2019. not NEOs for 2019 or 2020. Mr. Wallace tragically passed away in November 2021, but is included as an NEO for SEC disclosure purposes since he would have been one of the next three most highly compensated executives had he remained employed through year end. (2) Mr. 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) 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, RSUsrestricted stock units and restricted stock granted in 2017, 20182019, 2020 and 2019,2021, 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 20192021 Annual Report, which was filed with the SEC on February 12, 2020.16, 2022. 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, RSUsrestricted stock units or restricted stock) for each NEO by year of grant would be: 2021: Mr. Foote - $15,251,441, Mr. Pelkey - $1,230,538, Messrs. Boone, Boychuk and Wallace - $3,672,832, Mr. Goldman and Ms. Sorfleet - $2,693,469; 2020: Mr. Foote - $14,974,317, Messrs. Boone, Wallace and Boychuk - $3,403,227, and Mr. Goldman - $2,722,621; 2019: Mr. Foote - $12,193,421,$15,241,776 Mr. Boone - $1,922,577, Mr. Lonegro$2,403,222, Messrs. Goldman and Wallace - $406,497,$3,048,389, and 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. $2,416,972. (5)(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 20192021 Annual Report, which was filed with the SEC on February 12, 2020. 16, 2022. (6)(4) Non-Equity Incentive Plan Compensation – The 20192021 short-term incentive compensation (MICP) was paid on February 21, 202018, 2022 based on a 158%160% Company payout of the 2019 MICP with some payouts modifiedTarget Incentive Opportunities for individual performance as approved byeach NEO under the Committee. 2021 MICP. (7)(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, paytotal cash compensation and revised mortality assumptions, as well as from a decreasean increase in the pension discount rate from 4.24%2.43% to 3.13%2.78%. CSX measured its pension values as of December 31, 2019. 2021. (8)(6) All Other Compensation – The values in this column for 2021 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, the values in this column includes,for 2021 include, along with the other items discussed above, $169,520$201,739 for Company-mandated aircraft usage, as described in the CD&A, and a $33,819 non-qualified$41,635 nonqualified deferred contribution Company match. For Mr. Lonegro,Wallace, the values in this column includes,for 2021 include, along with the other items discussed above, $136,296 for personal usage of Company aircraft, as well as a paymenttax gross-up in the amount of $1,522,500 under his separation agreement as outlined in footnote (2),$7,025 for use of Company aircraft for two flights to and an accrued vacation paymentfrom Houston, Texas for the purposes of $20,192. medical treatment. 50       CSX Corporation 2020 Proxy Statement 2022 Proxy Statement 57 Table of Contents Compensation Discussion and Analysis   |   2019COMPENSATION DISCUSSION AND ANALYSIS 2021 Grants of Plan-Based Awards Table 2019 Grants of Plan-Based Awards Table In 2019,2021, the NEOs received grants of the plan-based awards as shown in the table below. Estimated Possible Payouts Under Non-Equity Incentive Plan Awards(1) Estimated Future Payouts Under Equity Incentive Awards (# units)(2) All Other Stock Awards (units)(3)    All Other Option Awards (#)(4)    Exercise Price of Option Awards ($)    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         Estimated Possible Payouts Under Non-Equity Incentive Plan Awards(1)   Estimated Future Payouts Under Equity Incentive Awards (# units)(2)   All Other Stock   All Other Option   Exercise Price of Option   Grant Date Fair Value of Stock and Option   Name   Grant Date   Threshold ($)   Target ($)   Maximum ($)   Threshold (units)   Target (units)   Maximum (units)   Awards (units)(3)   Awards (#)(4)   Awards ($)   Awards ($)(5)   James M. Foote    Feb. 10, 2021                   38,920    207,573    518,933    103,788              9,150,899     Feb. 10, 2021                               388,119   29.39   3,041,960           65,625   2,625,000   5,250,000                               Sean R. Pelkey   Feb. 9, 2021               772   4,119   8,238   2,061           182,248       Feb. 9, 2021                               7,701   29.49   60,702       June 4, 2021               2,230   11,895   23,790   5,949           592,599       June 4, 2021                               22,173   33.21   197,657           7,487   299,478   598,956                               Kevin S. Boone   Feb. 9, 2021               9,341   49,818   124,545   24,909           2,203,699       Feb. 9, 2021                               93,150   29.49   734,236           17,500   700,000   1,400,000                               Jamie J. Boychuk   Feb. 9, 2021               9,341   49,818   124,545   24,909           2,203,699     Feb. 9, 2021                               93,150   29.49   734,236           17,500   700,000   1,400,000                               Nathan D. Goldman   Feb. 9, 2021               6,850   36,534   91,335   18,267           1,616,082     Feb. 9, 2021                               68,310   29.49   538,440           12,375   495,000   990,000                               Diana B. Sorfleet   Feb. 9, 2021               6,850   36,534   91,335   18,267           1,616,082       Feb. 9, 2021                               68,310   29.49   538,440           12,375   495,000   990,000                               Mark K. Wallace   Feb. 9, 2021               9,341   49,818   124,545   24,909           2,203,699       Feb. 9, 2021                               93,150   29.49   734,236           16,385   655,417   1,310,833                               (1) Estimated Possible Payouts Under Non-Equity Incentive Plan Awards – The amounts in these columns reflect what the payments could have beenthreshold, target and maximum payout opportunities for 20192021 under the MICP usingbased on the Target Incentive Opportunities for each NEO. The values reflect a threshold payout of 10%,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% ifof each NEO’s Target Incentive Opportunity. The amounts actually paid for 2021 under the Company performance measures payout at these levels. MICP are included in the Summary Compensation Table above. (2) Estimated Future Payout Under Equity Incentive Plan Programs – The valuesamounts in these columns reflect the potential payout innumber of shares undersubject to performance units granted for the 2019-20212021-2023 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 2021-2023 performance period will determine a payoutthe number of shares that are paid out in respect of such performance units, which can range from 0% to 200%250% of the LTIP performance unitunits subject to the grants. The values reflect payouts of 10%2021-2023 LTIP is designed to payout 25% at threshold, 100% at target and 200% at maximum. The 10%number listed in the threshold assumescolumn (25% of the total performance units subject to the grant) is the number of performance units that only one financial performance measure metwould be earned if the threshold performance level.level were achieved for only one of the financial performance measures. The NEOs also have a relative Total Shareholder Return 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 18.75% and a maximum payout of 250%. The number listed in the threshold column (18.75% 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 20%. Messrs. Boone and Boychuk became executive officers37.50% for the NEOs. The number listed in the maximum column (250% 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 grantsthe total performance units subject to the grant) is the number of performance stock units later inthat would be earned if each metric pays out at maximum and the year. modifier is +25%. (3) All Other Stock Awards – The valueamount in this column reflectsrepresents the number of RSUsrestricted stock units granted in 2019.to Messrs. Boone, Boychuk, Goldman, Pelkey and Boychuk became executive officersWallace and Ms. Sorfleet on February 9, 2021. Restricted stock units were granted to Mr. Foote on February 10, 2021. These units will vest on February 9, 2024 and February 10, 2024, respectively, subject to the NEO’s continued employment through the applicable vesting date. The amount for Mr. Pelkey includes additional restricted stock units granted on June 4, 2021 in connection with his promotion to the position of CSX in October 2019. Their annual equity grants, made in February, reflected CSX practices for non-officer executives. Vice President and Acting Chief Financial Officer. 58 Table of Contents COMPENSATION DISCUSSION AND ANALYSIS (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 to Messrs. Boone, Boychuk, Goldman, Pelkey and Wallace and Ms. Sorfleet on February 6, 2019,9, 2021, which vest and become exercisable on a three-year graded vesting schedule. One third of these options will become exercisable on February 6, 2020,9, 2022, February 6, 20219, 2023 and February 6, 2022.9, 2024. These options were granted with an exercise price equal to the closing stock price on the date of grant of $68.09. $29.49. Nonqualified stock units were granted to Mr. Foote on February 10, 2021. One third of these options will become exercisable on February 10, 2022, February 10, 2023 and February 10, 2024. These options were granted with an exercise price equal to the closing stock price on the date of grant of $29.39. The amount for Mr. Pelkey includes additional non-qualified stock options granted on June 4, 2021 as a result of being named Vice President and Acting Chief Financial Officer. These options were granted with an exercise price equal to the closing stock price on the date of grant of $33.21. (5) Grant Date Fair Value of Stock and Option Awards – The values in this column reflect the grant date fair value of performance units (basedand non-qualified stock options granted in 2021, calculated in accordance with FASB ASC Topic 718 and, for performance units, based on the probable outcome of the performance conditions which(which is the target number); RSUs, restricted stocktarget). For more information and non-qualified stock options grantedassumptions used in 2019, calculatedvaluing these awards, see Note 4, Stock Plans and Share-Based Compensation in accordancethe Notes to the Consolidated Financial Statements in the 2021 Annual Report, which was filed with FASB ASC Topic 718. the SEC on February 16, 2022, and, for the grant date value of the performance units if maximum levels of performance are achieved, see footnote 3 to the Summary Compensation Table above. WWW.CSX.COM       51 2022 Proxy Statement 59 Table of Contents Compensation Discussion and Analysis   |   2019COMPENSATION DISCUSSION AND ANALYSIS 2021 Outstanding Equity Awards at Fiscal Year End 2019 Outstanding Equity Awards at Fiscal Year End The table below presents information pertaining to all outstanding equity awards held by the NEOs as of December 31, 2019.2021. Stock awards are comprised of outstanding performance units, non-qualified stock options, restricted stock and RSUs.restricted stock units. Option Awards Stock Awards   Option Awards   Stock Awards Name Number of Securities Underlying Exercisable Options Number of Securities Underlying Unexercisable Options Option Exercise Price ($) Option Expiration Date Number 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)   Options Exercisable   Options Unexercisable(1)   Option Price   Option Expiration Date   Shares Not Vested(2)   Market Value(3)   Equity Incentive Awards Not Vested(4)   Market Value(5)   James M. Foote       —       76,040       52.92       10/25/27                   376,410             $ 27,237,028       228,120       —       $17.64       10/25/27       103,788       $3,902,429       690,447       $25,960,807   — 242,229 53.82 02/06/28   726,687   —   17.94   2/6/28                 — 228,833 68.09 02/06/29   453,090   233,409   22.70   2/6/29                 Kevin S. Boone — 5,323 52.78 10/01/27 6,019   $ 435,535 30,696 $ 2,221,163   318,159   636,318   26.50   2/18/30                   —   388,119   29.39   2/10/31                 Sean R. Pelkey   2,223   —   16.13   2/22/27   9,063   340,769   34,850   1,310,360   — 5,028 53.82 02/06/28   10,632   —   17.94   2/6/28                 — 4,485 68.09 02/06/29   6,222   3,207   22.70   2/6/29                 — 82,169 70.45 12/04/29   6,615   13,233   26.50   2/18/30                 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   —   7,701   29.49   2/9/31                 — 6,357 68.09 02/06/28   —   22,173   33.21   6/4/31                 Nathan D. Goldman 38,241 — 24.99 12/08/25 1,343 $ 97,179 79,668 $ 5,764,776 Kevin S. Boone   15,969   —   17.59   10/1/27   26,412   993,091   161,483   6,071,761   11,013 — 24.13 02/10/26   15,084   —   17.94   2/6/28                 — 5,931 48.39 02/22/27   8,880   4,575   22.70   2/6/29                 — 53,829 53.82 02/06/28   —   246,507   23.48   12/4/29                 — 45,767 68.09 02/06/29   72,309   144,618   26.50   2/18/30                 — 70,431 70.45 12/04/29   —   93,150   29.49   2/9/31                 Jamie J. Boychuk — 4,087 53.96 05/26/27 9,738 $ 704,642 8,608 $ 622,875   12,261   —   17.99   5/26/27   26,721   1,004,710   161,483   6,071,761   — 4,286 53.82 02/06/28   12,858   —   17.94   2/6/28                 — 5,406 68.09 02/06/29   10,704   5,514   22.70   2/6/29                 — 80,000 78.94 04/17/29   —   240,000   26.31   4/17/29                 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   72,309   144,618   26.50   2/18/30                 — 45,767 68.09 02/06/29   —   93,150   29.49   2/9/31                 Nathan D. Goldman   161,487   —   17.94   2/6/28   18,267   686,839   123,452   4,641,795     90,618   46,683   22.70   2/6/29                   —   211,293   23.48   12/4/29                   57,846   115,695   26.50   2/18/30                   —   68,310   29.49   2/9/31                 Diana B. Sorfleet   13,344   —   16.13   2/22/27   18,267   686,839   123,452   4,641,795     25,434   —   17.94   2/6/28                   90,618   46,683   22.70   2/6/29                   57,846   115,695   26.50   2/18/30                   —   68,310   29.49   2/9/31                 Mark K. Wallace   90,618   44,089   22.70   2/6/29   24,909   936,578   161,483   6,071,761     72,309   144,618   26.50   2/18/30                   —   93,150   29.49   2/9/31                 (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 Messrs. Boone and Goldman 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 other stock options granted to the NEOs in 2020, and the stock options granted to the NEOs in 2021, 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 RSUsrestricted stock units granted in February 2017, 20182019 to Messrs. Boone, Boychuk and 2019Pelkey that will vest in 2020, 2021 and 2022, respectively, assuminggenerally subject to the NEO’s continued employment.service through the applicable vesting date. This column also includes 2,089 shares of restricted stock awardedunits granted in February 2021 pursuant 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.the 2021-2023 LTIP cycle. (2)(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 closingcommon stock price as of December 31, 2019,2021, the last trading day of 2019,2021, of $72.36.$37.60. 60 Table of Contents COMPENSATION DISCUSSION AND ANALYSIS (3)(4) Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested – In accordance with the SEC requirements forThe amounts reflected in this table, the number of shares shown in the column above represents the sum of therepresent performance units that would be payablegranted under the 2018-20202020-2022 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.2021-2023 LTIPs. The number of performance units shown is equal to the maximum payout fortarget number of performance units granted under the 2018-20202020-2022 LTIP cycle and 2019-2021the threshold number of performance units granted under the 2021-2023 LTIP cycles.cycle. These performance units are eligible to be earned and vest based on achievement of Company performance measures over the applicable performance period. (4)(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 closingcommon stock price as of December 31, 2019,2021, the last trading day of 2019,2021, of $72.36.$37.60 per share. 52       CSX Corporation 2020 Proxy Statement Table of Contents Compensation Discussion and Analysis   |   20192021 Option Exercises and Stock Vested Table 2019 Option Exercises and Stock Vested Table The table below presents the value of performance units, non-qualified stock options, RSUsrestricted stock units and restricted stock that vested in 2019.2021. Option Awards Stock Awards   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)       Shares Acquired on Exercise(1)       Value Realized on Exercise(2)       Shares Acquired on Vesting(3)       Value Realized on Vesting(4)   James M. Foote — — — —       —       —       368,808       12,576,353   Kevin S. Boone — — — —   —   —   72,725   2,444,386   Frank A. Lonegro 82,599 3,797,493 59,324 $4,421,077 Sean R. Pelkey   4,131   106,842   15,902   518,260   Jamie J. Boychuk   —   —   79,428   2,660,394   Nathan D. Goldman — — 31,047 $2,365,939   90,555   2,248,500   77,362   2,638,044   Jamie J. Boychuk — — — — Edmond L. Harris — — — — Diana B. Sorfleet   24,780   647,031   80,323   2,725,443   Mark K. Wallace   305,385   4,944,867   167,509   5,526,544   (1) Shares Acquired on Exercise – SharesReflects the number of shares acquired on the exercise includeof non-qualified stock options that were exercised on July 18, 2019 by Mr. Lonegro.Pelkey on April 22, 2021, Mr. Goldman on April 22, 2021 and October 22, 2021, Ms. Sorfleet on April 26, 2021, and Mr. Wallace on May 10, 2021 and September 8, 2021. (2) Value Realized on Exercise – The valuesvalue in this column reflectreflects the number of non-qualified stock options exercised by Mr. Lonegro on July 18, 2019,Messrs. Pelkey, Goldman, Wallace and Ms. Sorfleet multiplied by the difference between the grant’s exercise price of $24.13 on February 10, 2016, and the closingCompany’s common stock price on July 18, 2019at the time of $70.11.exercise. (3) Shares Acquired on Vesting – Shares acquired through stock awards include: (i) performance units that were paid out pursuant to the 2017-20192019-2021 LTIP; (ii) RSUsrestricted stock units that vested in February 20192021 pursuant to the 2016-20182018-2020 LTIP; and (iii) restricted stock that vested for Messrs. Pelkey, Boone and Boychuk on September 4, 2021, and for Mr. GoldmanWallace 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.August 2, 2021. (4) Value Realized on Vesting – The values in this column reflect: (i) the number of performance units paid out pursuant to the 2017-20192019-2021 LTIP cycle multiplied by $76.40,$34.10, the closing price of the Company’s common stock price on January 17, 2020; and21, 2022, the date the performance units were paid out; (ii) the aggregate number of shares of restricted stock and RSUsrestricted stock units that vested in 20192021 multiplied by the closing price of CSX common stock on the applicable vesting date. 2022 Proxy Statement 61 Table of Contents COMPENSATION DISCUSSION AND ANALYSIS 20192021 Pension Benefits Table As 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 FY       Plan Name       Years Credited Service       Present Value Accumulated Benefits(1)       Payments During Last FY   James M. Foote Qualified CSX Pension Plan 2.250      $ 62,928 —       Qualified CSX Pension Plan       4.250       $    131,189           Non-qualified Special Retirement Plan 2.250 $ 921,620 —   Nonqualified Special Retirement Plan   4.250   1,990,358       Kevin S. Boone Qualified CSX Pension Plan 2.333 $ 46,954 —   Qualified CSX Pension Plan   4.333   100,098       Non-qualified Special Retirement Plan 2.333 $ 103,015 —   Nonqualified Special Retirement Plan   4.333   289,417       Frank A. Lonegro Qualified CSX Pension Plan 19.083 $ 678,868 — Sean R. Pelkey   Qualified CSX Pension Plan   16.500   232,697         Nonqualified Special Retirement Plan   16.500   117,670       Jamie J. Boychuk   Qualified CSX Pension Plan   4.667   107,444       Non-qualified Special Retirement Plan(1) 19.083 $ 5,063,519 —   Nonqualified Special Retirement Plan   4.667   300,135       Nathan D. Goldman Qualified CSX Pension Plan 16.583 $ 398,492 —   Qualified CSX Pension Plan   18.583   503,522       Non-qualified Special Retirement Plan 16.583 $ 574,131 —   Nonqualified Special Retirement Plan   18.583   832,478       Jamie J. Boychuk Qualified CSX Pension Plan 2.667 $ 53,815 — Diana B. Sorfleet   Qualified CSX Pension Plan   10.583   297,422       Non-qualified Special Retirement Plan 2.667 $ 110,044 —   Nonqualified Special Retirement Plan   10.583   499,359       Edmond L. Harris Qualified CSX Pension Plan 2.000 $ 60,756 — Mark K. Wallace   Qualified CSX Pension Plan   4.833   125,096       Non-qualified Special Retirement Plan 2.000 $ 282,175 —   Nonqualified Special Retirement Plan   4.833   530,438       (1) For each of the NEOs, pension benefits accrue based on a “cash balance” formula. Under the terms of the Special Retirement Plan, non-qualified pensioncash balance formula, 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 benefitexpressed in the form of a life annuity starting at age 65. The compensation used under this formula includeshypothetical account balance. For each month of service, the highest aggregate base salary and short-term incentive payments for the employee’s highest consecutive 60-month period. The benefitNEO’s account is equal to 1.5%credited with a percentage of the employee’s final averageparticipant’s pay multiplied by theirfor that month. The percentage of pay credited is determined based on the participant’s age and 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       53 Table of Contents Compensation Discussion and Analysis   |   20192021 Non-qualified Deferred Compensation Table 2019 Non-qualified Deferred Compensation Table The following table presents a summary of 20192021 contributions made under the EDCP,Executives’ Deferred Compensation Plan, as well as associated 20192021 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 End   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 End   James M. Foote                 $ 75,000                   $ 33,819                 $ 43,810 —  $ 243,524       87,500       41,635       138,356       —       686,605   Sean R. Pelkey   —   —   —   —   —   Kevin S. Boone $ 134,228 $ 3,737 $ 18,126 — $ 158,899   23,500   13,708   8,971   —   81,907   Frank A. Lonegro $ 8,350 $ 4,871 $ 191,834 — $ 1,123,751 Jamie J. Boychuk   22,550   13,154   6,023   —   41,727   Nathan D. Goldman $ 13,225 $ 7,715 $ 3,336 — $ 70,510   15,375   8,969   4,004   —   124,099   Jamie J. Boychuk — — — — — Edmond L. Harris $ 19,225 $ 11,214 $ 2,928 — $ 59,124 Diana B. Sorfleet   15,250   8,896   29,460   —   187,949   Mark K. Wallace   24,700   14,408   17,337   —   3,557   (1) Executive Contributions in Last Fiscal Year – The values in this column reflect salary deferred by the executivesNEOs in 20192021 under the EDCP. These amounts are also included in the Salary column of the Summary Compensation Table. (2) RegistrantCompany Contributions in Last Fiscal Year – Company contributions in 20192021 are also reported in the All Other Compensation column of the Summary Compensation Table.Table. (3) Aggregate Earnings in Last Fiscal Year – Earnings on cash deferrals include the total gains and losses credited in 20192021 based on participant investment elections. 62 Table of Contents COMPENSATION DISCUSSION AND ANALYSIS Potential Payouts Under Change-of-Control Agreements The following table presents the severance benefits to which each of the NEOs would be entitled as of December 31, 2019,2021, under his or her Change-of-Control Agreement upon the hypothetical termination of employment following a 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. No payments have been made to any NEO pursuant to the Change-of-Control Agreements. Mr. Wallace is not included in the table below due to his untimely passing on November 28, 2021. He received a prorated bonus payment and all outstanding equity, which will vest per the original vesting schedules. Name       Severance(1)       Pro-Rata Bonus Payment(2)       Equity(3)       Welfare Benefit Values(4)       Outplacements       Aggregate Payments   Severance ($)(1)   Pro-Rata Bonus Payment ($)(2)   Equity ($)(3)   Welfare Benefit Values ($)(4)   Outplacements ($)   Aggregate Payments ($)   James M. Foote      $ 8,970,000              $ 2,740,313 $ 21,970,150                $ 28,944              $ 40,000 $ 33,749,407       12,333,750       5,250,000       73,152,498       22,752       40,000       90,799,000   Sean R. Pelkey   1,754,400   479,165   2,029,133   54,648   20,000   4,337,346   Kevin S. Boone $ 2,698,475 $ 479,805 $ 1,762,711 $ 76,104 $ 40,000 $ 5,057,095   4,186,000   1,120,000   13,767,839   81,972   40,000   19,195,811   Jamie J. Boychuk   4,186,000   1,120,000   12,937,635   80,942   40,000   18,364,577   Nathan D. Goldman $ 2,840,500 $ 711,000 $ 6,852,213 $ 76,104 $ 40,000 $ 10,519,817   3,124,550   792,000   16,309,120   58,392   40,000   20,324,062   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 Diana B. Sorfleet   3,124,550   792,000   10,938,054   81,972   40,000   14,976,576   (1) Severance – SeveranceRepresents a cash severance payment equal to 2.99 times the sum of the NEO’s (except Mr. Pelkey) annual base salary and “target bonus”. The cash severance payment for Mr. Pelkey is equal to 2 times the sum of his annual base salary and “target bonus”. (2) Pro-rata Bonus Payment – The “annual bonus”Represents the annual bonus that would have been payable based upon the NEO’s target incentive opportunityTarget Incentive Opportunity and the plan’s achievementpayout percentage (158%) pro-rated(160% of target for 2021, as described above). Because the numberhypothetical termination is occurring on the last day of daysthe year, the amount in the calendar year prior to a hypothetical termination of employment as of December 31, 2019.table is not prorated. (3) Equity – FullRepresents the value of outstanding equity awards that would vest in connection with the transaction, including LTIP performance unit payoutunits based on 100% attainment of target levels under the 2017-2019, 2018-20202019-2021, 2020-2022 and 2019-2021 LTIPs; full vesting of outstanding RSUs2021-2023 LTIPs and restricted stock awards; as well as the value of outstanding stock options, each based upon the closing price of the Company’s common stock price on December 31, 20192021 of $72.36.$37.60 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. 54       CSX Corporation 2020 Proxy Statement Table of Contents Compensation Discussion and Analysis   |   Potential Payouts Under Change-of-Control Agreements Benefits Provided During the Employment Period Where No Termination has OccurredFollowing a Change-of-Control Each Change-of-Control Agreement provides that for a period of up to three years after a change-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 peersimilarly-situated Company executives may be permitted); ●■ Provide 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 peersimilarly-situated Company executives may be permitted); and ●■ 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 peerother executives at any time after the beginning of the Employment Period, whichever is more favorable). 2022 Proxy Statement 63 Table of Contents COMPENSATION DISCUSSION AND ANALYSIS Benefits Provided if the NEONEO’s Employment is Terminated Following a Change-of-Control Each Change-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). An NEO whose employment is terminated without cause in anticipation of a change-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’sNEO’s “annual bonus” based upon the Executive’sNEO’s target incentive opportunity and the plan’s achievement percentage pro-ratedprorated for the number of days in the calendar year prior to a hypothetical termination of employment; and ●■ 2.99 times (2 times for Mr. Pelkey) the sum of the NEO’s annual base salary and the NEO’s “target bonus”.annual bonus.” 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 exceed $40,000. Other “Change-of-Control” Rights Available to the NEOsChange-of-Control Benefits Pursuant to the terms of the Stock Plans, in the event of a change-of-control combined with an involuntary employment termination equity awards are impacted as follows:of employment: (i) by CSX without cause; or (ii) by the NEO for good reason, in either case, within three years following a change of control: ●■ Performance grants vestPerformance-based equity awards are 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; ●■ RSUsRestricted stock units and unvested stock options are payable immediatelycancelled in cash;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; and ●■ Restricted stock immediately vests.vests in full. Impact of a Change-of-Control on Deferred Compensation (EDCP) and Retirement Plan Benefits In accordance with the terms of the EDCP, distribution of the entire account balance shall be made to participants upon a change-of-control unless(as defined in the individual participant elects otherwise.EDCP). The Special Retirement Plan also contains certain change-of-control provisions. WWW.CSX.COM       55 Table of Contents Compensation Discussion and Analysis   |   Potential Payouts Under Change-of-Control Agreements No Tax Gross-Ups for Excess Parachute Payments The Company does not provide gross-up payments for excess parachute excise taxes. Rather, the Change-of-Control Agreements provide that the Company will provide the best-net-benefit, meaning that to the extent an NEO would have a higher net after-tax benefit if hehis or she avoidedher 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. No amounts are reduced in any of the tables to give effect to any such reduction. 64 Table of Contents COMPENSATION DISCUSSION AND ANALYSIS Post-Employment Compensation - Termination Withoutwithout Cause by the Company or by the Executive for Good Reason (Other than in connection with a Change-of-Control) The following table presents the severance benefits to which each of the NEO’sNEOs would be entitled as of December 31, 2019,2021, under the applicable severance arrangement assuming the NEO was terminated “without cause” by the Company or by the executive for “good reason.” Mr. Wallace is not included in the table below due to his untimely passing on November 28, 2021. Name       Severance(1)       Stock Awards(2)       Option Awards(2)       Non-Equity Incentive Plan Compensation(3)       Other Compensation(4)       Total Compensation Payable   Severance ($)(1)   Stock Awards ($)(2)   Option Awards ($)(2)   Non-Equity Incentive Plan Compensation ($)(3)   Other Compensation ($)(4)   Total Compensation Payable ($)   James M. Foote      $ 6,000,000 $ 15,023,890 $ 6,946,260             $ 2,740,313                $ 61,648       $ 30,772,111       8,250,000       30,304,735       42,847,763       5,250,000       57,832       86,710,330   Sean R. Pelkey   387,000   510,660   777,391   479,165   55,172   2,209,388   Kevin S. Boone $ 118,750 $ 852,763 $ 216,594 $ 479,805 $ 58,342 $ 1,726,254   175,000   3,755,751   7,459,048   1,120,000   75,172   12,584,971   Jamie J. Boychuk   175,000   3,777,822   6,606,397   1,120,000   74,829   11,754,048   Nathan D. Goldman $ 375,000 $ 1,781,286 $ 3,678,214 $ 711,000 $ 71,026 $ 6,616,526   412,500   3,711,797   10,683,559   792,000   67,312   15,667,168   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 Diana B. Sorfleet   412,500   3,711,797   5,312,493   792,000   75,172   10,303,962   (1) Severance – Per his employment agreements,agreement, Mr. Foote would receive two times his annual salary plus two times his target annual bonus. The Section 16 Officer Severance Plan expiredAll other NEOs have their severance payment determined by the management employee severance pay schedule based on February 22, 2019. As such, Mr.tenure. Under the management severance policy, Messrs. Goldman and Pelkey and Ms. Sorfleet would receive nine months’ salary and Messrs. Boone Boychuk and HarrisBoychuk would receive three months’ salary. (2) Stock and Option Awards – This includes a prorated amount of all outstanding equity awards as of December 31, 2019,2021, except for Messrs.Mr. Foote, and Harris who would receive theirhis full award (not prorated) per theirhis respective employment agreements.agreement. 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, 20192021 (the last trading day of 2019)2021) of $72.36.$37.60. The Option Awards have been calculated using the difference between the respective grant’s exercise price and the closing stock price on December 31, 2019,2021, 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 – These amounts represent what each NEO - Represents the annual bonus that would receivehave been payable based upon the NEO’s Target Incentive Opportunity and the plan’s payout percentage (160% of target for 2021, as a prorated 2019 short-term incentive award at target payout.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 – In accordance with the Section 16 Officer Severance Plan, eachEach NEO would be eligible to 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 2022 Proxy Statement 65 Table of Contents CEO Pay Ratio 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.Foote. 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 2019,2021, the last completed fiscal year: ●  ■ The annual total compensation of the individual identified as the Company’s median employee, other than the CEO, was $107,632.$107,772. ● ■ The annual total compensation of the CEO was $15,537,181.$20,014,390. ● ■ Based on this information, the ratio for 20192021 of the annual total compensation of Mr. Foote to the annual total compensation of the median employee was 144186 to 1. The Company identified a new median employee as of year-end 2019.2021. To identify the median employee, as well as to determine the annual total compensation of Mr. Foote, the following analysis occurred: 1. As of December 31, 2019,2021, 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.20,100 employees. 2. The median employee was identified by using 20192021 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 2019.2021. 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 analysis. As of December 31, 2021, we employed 39 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 year. No cost of living or other adjustments were made to compensation. 5. The use of Medicare Wages is a consistently applied measure because itthat includes all forms of taxable compensation, which we believe 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 20192021, in accordance with Item 402(c)(2)(x) of Regulation S-K, which resulted in annual total compensation of $107,632.$107,772. The difference between such employee’s base salary, wages, and overtime pay ($85,867)84,652) 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.$23,120. 7. 7. The annual total compensation for Mr. Foote includes the amount reported in the “Total” column of theSummary Compensation Tableincluded 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.$7,584. 66 WWW.CSX.COM       57 Table of Contents Item 3: Advisory (Non-Binding) Vote to Approve the Compensation of CSX’s Named Executive Officers In accordance with 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 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 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 order to align executive pay with 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 assessment of the Company’s performance, as well as the performance of each executiveNEO 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 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 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 future executive compensation programs. The Company currently intends to hold the next advisory (non-binding) vote to approve NEO compensation at its 20212023 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. The Board unanimously recommends that the shareholders voteFORthis proposal. 58       CSX Corporation 20202022 Proxy Statement67 Table of Contents Equity Compensation Plan Information The following table sets forth information about the Company’s equity compensation plans as of December 31, 2019. 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) Equity compensation plans approved by security holders 3,795                     $ 49.78 13,999 Equity compensation plans not approved by security holders 0 0 — TOTAL 3,795 $ 49.78 13,999 2021. 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) Equity compensation plans approved by security holders   12,512   $22.42   33,737 Equity compensation plans not approved by security holders   0   0   0 TOTAL   12,512   $22.42   33,737 (1) The number of shares remaining available for future issuance under plans approved by shareholders includes 13,998,95033,737,114 shares available for grant in the form of stock options, performance grants,units, restricted stock, RSUs,restricted stock units, stock appreciation rights and stock awards pursuant to the 2019 Stock Plan. WWW.CSX.COM       59 68 Table of Contents Ownership of Our Stock Security Ownership of Management and Certain Beneficial Owners The following table sets forth, as of March 6, 2020,1, 2022, 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 * Name of Beneficial Owner(1)       Amount of Beneficial Ownership       Shares for which Beneficial Ownership can be Acquired within 60 Days       Total Beneficial Ownership       Percent of Class(2) Donna M. Alvarado   368,733   -   368,733   * Thomas P. Bostick   10,533   -   10,533   * James M. Foote   879,716   2,349,149   3,228,865   * Steven T. Halverson   297,598   -   297,598   * Paul C. Hilal(3)   1,594,893   -   1,594,893   * David M. Moffett   46,619   -   46,619   * Linda H. Riefler   60,012   -   60,012   * Suzanne M. Vautrinot   17,451   -   17,451   * James L. Wainscott   10,533   -   10,533   * J. Steven Whisler   177,475   -   177,475   * John J. Zillmer   336,763   -   336,763   * Kevin. S. Boone   109,653   220,176   329,829   * Jamie J. Boychuk   114,847   221,005   335,852   * Nathan D. Goldman   237,816   437,252   675,068   * Sean R. Pelkey   67,318   44,699   112,017   * Diana B. Sorfleet   157,319   314,543   471,862   * All current executive officers and directors as a group (a total of 17)   4,517,718   3,608,352   8,126,070   * (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) Includes shares subject to outstanding stock options exercisable as of or within 60 days of March 6, 2020. (3) Based on 770,711,1222,182,474,121 shares outstanding on March 6, 2020.1, 2022. An asterisk (*) indicates that ownership is less than 1% of class. (4)(3) By virtue of ultimately controlling the managing membervarious entities that hold shares 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 interestscommon stock in the MR Funds (defined below),Company, 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.those entities. 602022 Proxy Statement     CSX Corporation 2020 Proxy Statement69 Table of Contents Ownership of our Stock   |   Section 16(a) Beneficial Ownership Reporting ComplianceOWNERSHIP OF OUR STOCK The following table sets forth information regarding the beneficial ownership of CSX common stock as of March 6, 20201, 2022 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 Class BlackRock, Inc.(1) 55 East 52nd Street New York, NY 10055 47,594,497 6.10% Capital Research Global Investors(2) 333 South Hope Street Los Angeles, CA 90071 54,198,951 6.90% Capital World Investors(2) 333 South Hope Street Los Angeles, CA 90071 56,795,417 7.20% The Vanguard Group(3) 100 Vanguard Blvd. Malvern, PA 19355 64,746,381 8.27% Name and Address of Beneficial Owner       Amount of Beneficial Ownership       Percent of Class Capital World Investors(1) 333 South Hope Street Los Angeles, CA 90071   184,488,460   8.3% The Vanguard Group(2) 100 Vanguard Blvd. Malvern, PA 19355   183,589,803   8.28% BlackRock, Inc.(3) 55 East 52nd Street New York, NY 10055   151,615,861   6.8% Capital Research Global Investors(1) 333 South Hope Street Los Angeles, CA 90071   111,241,858   5.0% (1) As disclosed in its Schedule 13G/A filed on February 5, 2020.11 2022. (2) As disclosed in its Schedule 13G filed on February 14, 2020. (3) As disclosed in its Schedule 13G/A filed on February 12, 2020.9, 2022. (3) As disclosed in its Schedule 13G/A filed on February 1, 2022. Section 16(a) Beneficial Ownership Reporting Compliance 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 its review of the copies of Forms 3, 4 and 5, 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       61 70 Table of Contents Additional Information Notice of Electronic Availability of Proxy Materials Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting of Shareholders to be held on May 6, 2020.4, 2022. This Proxy Statement and the 20192021 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 20192021 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 20192021 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-K The 20192021 Annual Report (without exhibits) is available onwww.csx.com. The 20192021 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 20192021 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. March 25, 202022, 2022 By Order of the Board of Directors   Nathan D. Goldman Executive Vice President-Chief Legal Officer and Corporate Secretary 2022 Proxy Statement      71 Table of Contents ADDITIONAL INFORMATION Other Matters Other Matters NeitherExcept as described below, Management and the Board nor management intends to bringare 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 Meeting and this Proxy Statement. Management has received notice from a shareholder that he intends to present himself for nomination as a director at the Annual Meeting. If this shareholder does properly present himself as a nominee at the Annual Meeting, the number of nominees for director will exceed the number of directors to be elected, and directors will be elected by a plurality of the votes cast, rather than by majority vote. In this situation, the person voting the proxies solicited by the Board for the Annual Meeting will vote as directed by you with respect to the election of the 11 directors named in this Proxy Statement and will vote against or abstain from voting on the shareholder’s director nominee. If any other matters are properly brought before the Annual Meeting, or any adjournment thereof, the personsperson appointed in the accompanying proxy will vote the shares represented thereby in accordance with theirhis best judgment. 62       CSX Corporation 2020 Proxy Statement Table of Contents Additional Information   |   Householding of Proxy Materials Householding of Proxy Materials The SEC’s rules permit companies and intermediaries (e.g., brokers, banks and other nominees) to satisfy the delivery requirements for proxy statements with respect to two or more security holders sharing the same address by delivering a single proxy statement addressed to those security holders. This process, which is commonly referred to as householding, potentially means extra convenience for security holders and cost savings for companies. As in prior years, a number of brokers with account holders who are CSX shareholders will be householding our proxy materials. As indicated in the notice previously provided by these brokers to CSX shareholders, a single copy of the proxy materials will be delivered to multiple shareholders sharing an address unless contrary instructions have been received from an affected shareholder. Once you have received notice from your broker that it will be householding communications to your address, householding will continue until you are notified otherwise or until you revoke your consent. Shareholders who participate in householding continue to receive separate proxy cards, voting instructions or noticenotices of internet availability, as applicable, which will allow each individual to vote independently. If you are a registered shareholder currently participating in householding and wish to receive a separate copy of the proxy materials, or if you would like to opt out of householding for future deliveries of your annual proxy materials, please contact us at CSX Corporation, Office of the Corporate Secretary, 500 Water Street, C160, Jacksonville, Florida 32202, or by telephone at (904) 359-3256. If a separate copy of this Proxy Statement and the 20192021 Annual Report is requested for the Annual Meeting, it will be mailed promptly following receipt of the request. A street name shareholder who received a copy of the proxy materials at a shared address may also request a separate copy of the Proxy Statement and the 20192021 Annual Report by contacting us at CSX Corporation, Office of the Corporate Secretary, 500 Water Street, C160, Jacksonville, Florida 32202, or by telephone at (904) 359-3256. Street name shareholders sharing an address who received multiple copies of the annual proxy materials and wish to receive a single copy of these materials in the future should contact their broker, bank or other nominee to make this request. If you would like to opt out of householding for future deliveries of your annual proxy materials, please contact your broker, bank or other nominee. WWW.CSX.COM       63 72 Table of Contents Annual Meeting Questions & Answers Q Q: What is the purpose of the Annual Meeting? A     At the Annual Meeting, shareholders will act upon the matters outlined in the Notice of Annual Meeting of Shareholders above, including the election of the 11 director nominees named in this Proxy Statement, the ratification of the appointment of Ernst & Young LLP as the Independent Registered Public Accounting Firm of CSX for 2020 and the consideration of an advisory (non-binding) vote on compensation for our Named Executive Officers. A: At the Annual Meeting, shareholders will act upon the matters outlined in the Notice of Annual Meeting of Shareholders above, including the election of the 11 director nominees named in this Proxy Statement, the ratification of the appointment of EY as the Independent Registered Public Accounting Firm of CSX for 2022, and the consideration of an advisory (non-binding) vote on compensation for our Named Executive Officers. Q Q: How can I participate in the Annual Meeting? A     This year, CSX will host its virtual Annual Meeting at 10:00 a.m. (EDT) on Wednesday, May 6, 2020. There will be no physical location for shareholders to attend. Shareholders may participate online atwww.virtualshareholdermeeting.com/CSX2020. The Annual Meeting will begin promptly at 10:00 a.m. (EDT). We encourage you to access the Annual Meeting prior to the start time. Online access will be available beginning at 9:45 a.m. (EDT). To participate in the Annual Meeting, including to vote your shares electronically and submit questions during 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. Even if you plan to participate in the Annual Meeting, we recommend that you vote by proxy prior to the Annual Meeting so that your vote will be counted if you later decide not to participate in the Annual Meeting. The virtual meeting platform is fully supported across browsers (Internet Explorer, Firefox, Chrome and Safari) and devices (desktops, laptops, tablets and cell phones) running the most updated version of applicable software and plugins. Participants should ensure that they have a strong internet connection wherever they intend to participate in the Annual Meeting. A: This year, CSX will host its virtual Annual Meeting at 10:00 a.m. (EDT) on Wednesday, May 4, 2022. There will be no physical location for shareholders to attend. Shareholders may participate online at www.virtualshareholdermeeting.com/CSX2022. The Annual Meeting will begin promptly at 10:00 a.m. (EDT). We encourage you to access the Annual Meeting prior to the start time. Online access will be available beginning at 9:45 a.m. (EDT). To participate in the Annual Meeting, including voting your shares electronically and submitting questions during the Annual Meeting, you will need the 16-digit control number included on your proxy card or on your Notice. Even if you plan to participate in the Annual Meeting, we recommend that you vote by proxy prior to the Annual Meeting so that your vote will be counted if you later decide not to participate in the Annual Meeting. The virtual meeting platform is fully supported across browsers (Microsoft Edge, Firefox, Chrome and Safari) and devices (desktops, laptops, tablets and cell phones) running the most updated version of applicable software and plugins. Participants should ensure that they have a strong internet connection wherever they intend to participate in the Annual Meeting. Q Q: How can I submit a question? A: If you would like to submit a question, you may do so before or during the Annual Meeting. If you would like to submit your question 48 hours before the start of the meeting, you may log in to www.proxyvote.com and enter your 16-digit control number. Once past the login screen, click on “Question for Management,” type in your question, and click “Submit.” Alternatively, if you would like to submit your question during the Annual Meeting, you may log in to the virtual meeting website at www.virtualshareholdermeeting.com/ CSX2022 using your 16-digit control number, type your question into the “Ask a Question” field, and click “Submit.” We do not place restrictions on the type or form of questions that may be asked; however, we reserve the right to edit or reject redundant questions or questions that we deem profane or otherwise inappropriate. During the live Q&A session of the Annual Meeting, we will answer questions as they come in and address those asked in advance, as time permits. Shareholders will be limited to one question each unless time otherwise permits. A     If you would like to submit a question, you may do so before or during the Annual Meeting. If you would like to submit your question any time before the start of the meeting, you may log in towww.proxyvote.comand enter your 16-digit control number. Once past the login screen, click on “Question for Management,” type in your question, and click “Submit.” Alternatively, if you would like to submit your question during the Annual Meeting, you may log in to the virtual meeting website atwww.virtualshareholdermeeting.com/CSX2020using your 16-digit control number, type your question into the “Ask a Question” field, and click “Submit,” or call 1-877-328-2502. We do not place restrictions on the type or form of questions that may be asked; however, we reserve the right to edit or reject redundant questions or questions that we deem profane or otherwise inappropriate. During the live Q&A session of the Annual Meeting, we will answer questions as they come in and address those asked in advance, as time permits. Shareholders will be limited to one question each unless time otherwise permits. 64       CSX Corporation 20202022 Proxy Statement73 Table of Contents Annual Meeting QuestionsANNUAL MEETING QUESTIONS & AnswersANSWERS Q Q: What is the benefit of a virtual meeting? A     The Board believes that a virtual meeting format will provide the opportunity for full and equal participation by all shareholders, from any location around the world, while substantially reducing the costs associated with hosting an in-person meeting. A: The Board believes that a virtual meeting format will provide the opportunity for full and equal participation by all shareholders, from any location around the world, while substantially reducing the costs associated with hosting an in-person meeting. Additionally, a virtual meeting format reduces health and safety risks associated with the ongoing COVID-19 pandemic to our officers, directors, employees and shareholders. In order to encourage shareholder participation and transparency, CSX will: ● ■  provide shareholders with the ability to submit appropriate questions in advance of the Annual Meeting to ensure thoughtful responses from management and the Board; ● ■provide shareholders with the ability to submit appropriate questions in real-time during the Annual Meeting through the virtual meeting website; ● ■provide management with the ability to answer as many questions submittedas possible in accordance with the meeting rules of conduct as possible in the time allotted for the Annual Meeting without discrimination; and ● ■publish all appropriate questions submitted in accordance with the Annual Meeting rules of conduct with answers following the Annual Meeting, including those not addressed directly during the Annual Meeting. CSX has considered concerns raised by investor advisory groups and other shareholder rights advocates that virtual meetings may diminish shareholder voice or reduce accountability. Accordingly, we have designed our virtual meeting format to enhance, rather than constrain, shareholder access, participation and communication. CSX believes its virtual meeting will afford a greater number of our shareholders the opportunity to participate in the Annual Meeting while (i) still affording participants the same rights they would have had at an in-person meeting; (ii) substantially reducing the time and expense associated with holding an in-person meeting; and (iii) substantially reducing the health and safety risks in connection with the ongoing COVID-19 pandemic. CSX has considered concerns raised by investor advisory groups and other shareholder rights advocates that virtual meetings may diminish stockholder voice or reduce accountability. Accordingly, we have designed our virtual meeting format to enhance, rather than constrain, shareholder access, participation and communication. CSX believes its virtual meeting will afford a greater number of our shareholders the opportunity to participate in the Annual Meeting while still affording participants the same rights they would have had at an in-person meeting and substantially reducing the time and expense associated with holding an in-person meeting. Q Q: What if I have technical difficulties or trouble accessing the virtual meeting? A     We will have technicians ready to assist you with any technical difficulties you may have accessing the virtual meeting. If you encounter any difficulties accessing the virtual meeting during the check-in or meeting time, please call the technical support number that will be posted on the Virtual Shareholder Meeting log-in page or atwww.proxyvote.com. Technical support will be available starting at 9:00 a.m. EDT on May 6, 2020. A: We will have technicians ready to assist you with any technical difficulties you may have accessing the virtual meeting. If you encounter any difficulties accessing the virtual meeting during the check-in or meeting time, please call the technical support number that will be posted on the Virtual Shareholder Meeting log-in page or at www.proxyvote.com. Technical support will be available starting at 9:00 a.m. EDT on May 4, 2022. Q Q: Why did I receive a notice in the mail regarding the Internet availability of proxy materials instead of a full set of proxy materials? A     In accordance with rules adopted by the Securities and Exchange Commission (the “SEC”), we may furnish proxy materials, including this Proxy Statement and our 2019 Annual Report, to our shareholders by providing access to such documents on the Internet instead of mailing printed copies. Most shareholders will not receive printed copies of the proxy materials unless requested. Instead, the Notice, which was mailed to most of our shareholders, instructs you as to how you may access and review all of the proxy materials on the Internet. The Notice also instructs you as to how you may submit your proxy on the Internet. If you would like to receive a paper or email copy of our proxy materials, you should follow the instructions for requesting such materials in the Notice. WWW.CSX.COM       65 Table of Contents Annual Meeting Questions & Answers A: In accordance with rules adopted by the SEC, we may furnish proxy materials, including this Proxy Statement and our 2021 Annual Report, to our shareholders by providing access to such documents on the Internet instead of mailing printed copies (the “Notice”). Most shareholders will not receive printed copies of the proxy materials unless requested. Instead, the Notice, which was mailed to most of our shareholders, instructs you as to how you may access and review all of the proxy materials on the Internet. The Notice also instructs you as to how you may submit your proxy on the Internet. If you would like to receive a paper or email copy of our proxy materials, you should follow the instructions for requesting such materials in the Notice. Q Q: How do I get electronic access to the proxy materials? A     The Notice provides you with instructions on how to: ● A: The Notice provides you with instructions on how to: ■view CSX’s proxy materials for the Annual Meeting on the Internet; and ● ■instruct CSX to send future proxy materials to you electronically by email. Choosing to receive your future proxy materials by email will save us the cost of printing and mailing documents to you and will reduce the impact of the printing and mailing of these materials on the environment. If you choose to receive future proxy materials by email, you will receive an email next year with instructions containing a link to those materials and a link to the proxy voting site. Your election to receive proxy materials by email will remain in effect until terminated. Choosing to receive your future proxy materials by email will save us the cost74     Table of printing and mailing documents to you and will reduce the impact of the printing and mailing of these materials on the environment. If you choose to receive future proxy materials by email, you will receive an email next year with instructions containing a link to those materials and a link to the proxy voting site. Your election to receive proxy materials by email will remain in effect until terminated.Contents ANNUAL MEETING QUESTIONS & ANSWERS Q Q: Who is soliciting my vote? A     The Board of Directors of CSX (the “Board”) is soliciting your vote on matters being submitted for shareholder approval at the Annual Meeting. The Company will pay the costs of preparing proxy materials and soliciting proxies, including the reimbursement, upon request, of trustees, brokerage firms, banks and other nominee record holders for the reasonable expenses they incur to forward proxy materials to beneficial owners. In addition to using mail, proxies may be solicited in person, by telephone or by electronic communication by officers and employees of the Company acting without special compensation. A: The Board of Directors is soliciting your vote on the matters being submitted for shareholder approval at the Annual Meeting. The Company will pay the costs of preparing proxy materials and soliciting proxies, including the reimbursement, upon request, of trustees, brokerage firms, banks and other nominee record holders for the reasonable expenses they incur to forward proxy materials to beneficial owners. In addition to using mail, proxies may be solicited in person, by telephone or by electronic communication by officers and employees of the Company acting without special compensation. Q Q: Who is entitled to vote? A     Only shareholders of record at the close of business on March 6, 2020 (the “Record Date”) are entitled to notice of, and to vote at, the Annual Meeting or any adjournments or postponements thereof, unless a new record date is set in connection with any such adjournments or postponements. On March 6, 2020, there were issued and outstanding 770,711,122 shares of CSX common stock, the only outstanding class of voting securities of the Company. A: Only shareholders of record at the close of business on March 8, 2022 (the “Record Date”) are entitled to notice of, and to vote at, the Annual Meeting or any adjournments or postponements thereof, unless a new record date is set in connection with any such adjournments or postponements. On March 8, 2022, there were issued and outstanding 2,178,580,270 shares of CSX common stock, the only outstanding class of voting securities of the Company. Q Q: How many votes do I have? A     You will have one vote for every share of CSX common stock you owned at the close of business on the Record Date. A: You will have one vote for every share of CSX common stock you owned at the close of business on the Record Date. Q Q: How many shares must be present to hold the Annual Meeting? A     The Company’s bylaws provide that a majority of the outstanding shares of stock entitled to vote constitutes a quorum at any meeting of shareholders. If a share is represented for any purpose at the Annual Meeting, it is deemed to be present for the transaction of all business. Abstentions and shares held of record by a broker, bank or other nominee that are voted on any matter are included in determining the number of shares present. Shares held by a broker, bank or other nominee that are not voted on any matter at the Annual Meeting (“broker non-vote”) will not be included in determining whether a quorum is present. Your vote is important and we urge you to vote by proxy even if you plan to participate in the Annual Meeting. 66       CSX Corporation 2020 Proxy Statement Table of Contents Annual Meeting Questions & Answers A: The Company’s bylaws provide that a majority of the outstanding shares of stock entitled to vote constitutes a quorum at any meeting of shareholders. If a share is represented for any purpose at the Annual Meeting, it is deemed to be present for the transaction of all business. Abstentions and shares held of record by a broker, bank or other nominee that are voted on any matter are included in determining the number of shares present. Shares held by a broker, bank or other nominee that are not voted on any matter at the Annual Meeting (“broker non-vote”) will not be included in determining whether a quorum is present. Your vote is important and we urge you to vote by proxy even if you plan to participate in the Annual Meeting. Q Q: What are the vote requirements for each proposal? A     Election of Directors.In an uncontested election, a director is elected by a majority of votes cast for his or her election by the shares entitled to vote at a meeting at which a quorum is present. In accordance with the Company’s Corporate Governance Guidelines, in an uncontested election, any incumbent director nominated for re-election as a director who is not re-elected in accordance with the Company’s bylaws is required to promptly tender his or her resignation for consideration following certification of the shareholder vote. For more information on the procedures in these circumstances, see A: Election of Directors. In an uncontested election, a director is elected by a majority of votes cast for his or her election by the shares entitled to vote at a meeting at which a quorum is present. In accordance with the Company’s Corporate Governance Guidelines, in an uncontested election, any incumbent director nominated for re-election as a director who is not re-elected in accordance with the Company’s bylaws is required to promptly tender his or her resignation for consideration following certification of the shareholder vote. For more information on the procedures in these circumstances, see Principles of Corporate Governance. In a contested election, where the number of nominees for director election exceeds the number of directors to be elected, directors are elected by a plurality of the votes cast. Because there are 11 seats on our Board of Directors, this means that if there are more than 11 persons properly nominated for election, the 11 nominees receiving the most “for” votes will be elected, even if the number of votes cast “for” the director do not exceed those cast “against” him or her. As described in Other Matters above, management has received notice from a shareholder that he intends to present himself for nomination as a director at the Annual Meeting. If this shareholder does properly present himself as a nominee at the Annual Meeting, the number of nominees for director will exceed the number of directors to be elected, and directors will be elected by a plurality of the votes cast, rather than by majority vote. Other Proposals.TheProposals.The proposal to ratify the appointment of Ernst & Young LLPEY as the Company’s Independent Registered Public Accounting Firm for 20202022 (Item 2) and the proposal to approve, on an advisory (non-binding) basis, of the compensation of the Company’s NEOs (Item 3) will be approved if the votes cast in favor of the proposal exceed the votes cast against the proposal. Abstentions are not considered votes cast on any proposal and will have no effect on the outcome of the vote for Items 1, 2 or 3. “Broker non-votes” are not considered votes cast on Items 1 or 3 and will have no effect on the outcome of the vote. Brokers will have discretionary voting power regarding Item 2 in the event that beneficial owners, who own their shares in “street name,” do not provide voting instructions regarding Item 2. 2022 Proxy Statement75 Q Table of Contents ANNUAL MEETING QUESTIONS & ANSWERS Q: How do I vote? AA: To vote by proxy, you must do one of the following: Vote by Internet.IfInternet.If you are a shareholder of record, you can vote your shares via the Internet 24 hours a day by following the instructions in the Notice. The website address for Internet voting is indicated in the Notice. If you are a beneficial owner, or you hold your shares in “street name” (that is, through a bank, broker or other nominee), please check your voting instruction card or contact your bank, broker or nominee to determine whether you will be able to vote via the Internet. Vote by Telephone.IfTelephone.If you are a shareholder of record, you can vote your shares by telephone 24 hours a day by calling 1-800-690-6903 on a touch-tone telephone. Easy-to-follow voice prompts enable you to vote your shares and confirm that your instructions have been properly recorded. If you are a beneficial owner, or you hold your shares in “street name,” please check your voting instruction card or contact your bank, broker or nominee to determine whether you will be able to vote by telephone. Vote by Mail.IfMail.If you requested printed proxy materials and choose to vote by mail, complete, sign, date and return your proxy card in the postage-paid envelope provided if you are a shareholder of record or your voting instruction card if you hold your shares in “street name.” Please promptly mail your proxy card or voting instruction card to ensure that it is received prior to the Annual Meeting. To vote during the Annual Meeting, you must visit www.virtualshareholdermeeting.com/CSX2020 CSX2022 at the time of the Annual Meeting and enter the 16-digit control number included on your proxy card or on your Notice. Even if you plan to participate in the Annual Meeting, we recommend that you vote by proxy as described above prior to the Annual Meeting so that your vote will be counted if you later decide not to participate in the Annual Meeting. WWW.CSX.COM       67 Table of Contents Annual Meeting Questions & Answers Q Can I change my vote? Q: Can I change my vote? A     A:Yes. If you are a shareholder of record, you may change your vote or revoke your proxy any time before it is voted (i) by delivering written notice to CSX Corporation, Office of the Corporate Secretary, 500 Water Street, C160, Jacksonville, Florida 32202, (ii) by timely receipt ofdelivering a later-dated signed proxy card or written revocation, or (iii) by a later vote via the Internet, by telephone or by voting at the Annual Meeting using the 16-digit control number included on your proxy card or on your Notice. If you hold your shares in “street name,” you should follow the instructions provided by your bank, broker or other nominee if you wish to change your vote. Q Will my shares be voted if I do not provide voting instructions to my broker? Q: Will my shares be voted if I do not provide voting instructions to my broker? A     A:If you hold your shares in “street name” through a bank, broker or other nominee, the bank, broker or other nominee is required to vote those shares in accordance with your instructions. If you do not give instructions to the banker, broker or other nominee, the bank, broker or other nominee will be entitled to vote your shares with respect to “discretionary” items but will not be permitted to vote your shares with respect to “non-discretionary” items (those shares are treated as “broker non-votes”). The proposal to ratify the appointment of Ernst & Young LLPEY as CSX’s Independent Registered Public Accounting Firm for 20202022 is considered a routine matter for which a bank, broker or other nominee will have discretionary voting power if you do not give instructions with respect to this proposal. The proposals to: (i) elect directors; and (ii) vote on an advisory (non-binding) resolution on executive compensation are non-routine matters for which a bank, broker or other nominee will not have discretionary voting power and for which specific instructions from owners who hold their shares in “street name” are required in order for a broker to vote your shares. Q What happens if I return my proxy card but do not give voting instructions? Q: What happens if I return my proxy card but do not give voting instructions? A     A:If you are a shareholder of record and sign, date and return the proxy card but do not give voting instructions, the shares represented by that proxy will be voted as recommended by the Board. The Board unanimously recommends a vote: 1.  FORthe election of the 11 director nominees named in this Proxy Statement; 1.   FORthe election of the 11 director nominees named in this Proxy Statement; 2.   FORthe ratification of the appointment of EY as CSX’s Independent Registered Public Accounting Firm for 2022; and 3.   FORthe approval, on an advisory (non-binding) basis, of the compensation of the Named Executive Officers as disclosed in these materials. 2.  76     Table of Contents ANNUAL MEETING QUESTIONS & ANSWERS Q: What happens if other matters are properly presented at the Annual Meeting? FORthe ratification of the appointment of Ernst & Young LLP as CSX’s Independent Registered Public Accounting Firm for 2020; and 3.  FORthe approval, on an advisory (non-binding) basis, of the compensation of the Named Executive Officers as disclosed in these materials. Q What happens if other matters are properly presented at the Annual Meeting? A     A:If any other matters are properly presented for consideration at the Annual Meeting, the personsperson named as proxiesproxy on the enclosed proxy card will have discretion to vote on those matters for you. On the date we filed this Proxy Statement with the SEC,Management and the Board didare not knowaware of any other matters tothat may properly be brought before the Annual Meeting. 68       CSX Corporation 2020Meeting other than the matters disclosed in this Proxy Statement, Table of Contents except that management has received notice from a shareholder that he intends to present himself for nomination as a director at the Annual Meeting. If this shareholder does properly present himself as a nominee at the Annual Meeting, Questions & Answers Q How are votes counted? the number of nominees for director will exceed the number of directors to be elected, and directors will be elected by a plurality of the votes cast, rather than by majority vote. In this situation, the person voting the proxies solicited by the Board for the Annual Meeting will vote as directed by you with respect to the election of the 11 directors named in this Proxy Statement and will vote against or abstain from voting on the shareholder’s director nominee. If any other matters not disclosed in this Proxy Statement are properly presented at the Annual Meeting for consideration, the person voting the proxies solicited by the Board for the Annual Meeting will vote them in accordance with his best judgment. Q: How are votes counted? A     A:Votes are counted by an independent inspector of elections appointed by the Company. Q What happens if the Annual Meeting is postponed or adjourned? A     Q: What happens if the Annual Meeting is postponed or adjourned? A: Unless a new record date has been fixed, your proxy will still be in effect and may be voted at the reconvened meeting. You will still be able to change your vote or revoke your proxy with respect to any item until the polls have closed for voting on such item. Q What is the deadline for consideration of shareholder proposals for the 2021 Annual Meeting of Shareholders? Q: What is the deadline for consideration of shareholder proposals for the 2023 Annual Meeting of Shareholders? AA: Shareholder Proposals for Inclusion in Next Year’s Proxy Statement.A shareholder who wants to submit a proposal to be included in the proxy statement for the 20212023 Annual Meeting of Shareholders (the “2021 Annual Meeting”) must send the proposal to CSX Corporation, Office of the Corporate Secretary, 500 Water Street, C160, Jacksonville, Florida, 32202, so that it is received on or before November 23, 2020,22, 2022, unless the date of the 20212023 Annual Meeting is changed by more than 30 days from May 6, 2021,4, 2023, in which case the proposal must be received a reasonable time before the Company begins to print and mail its proxy materials for the 20212023 Annual Meeting. Shareholder Proposals or Director Nominees Not to be Included in Next Year’s Proxy Statement.A shareholder who wants to nominate a director or submit a proposal that will not be in the proxy statement but will be considered at the 20212023 Annual Meeting, pursuant to the CSX bylaws, must send itnotice and the required information to CSX Corporation, Office of the principal office of CSXCorporate Secretary, 500 Water Street, C160, Jacksonville, FL 32202, so that it is received no earlier than the close of business on January 4, 2021,2023, nor later than the close of business on February 5, 2021,3, 2023, unless the date of the 20212023 Annual Meeting is more than 30 days before or more than 70 days after May 6, 2021,4, 2023, in which case the nomination or proposal must be received no earlier than the 120th day prior to the date of the 20202023 Annual Meeting and no later than the close of business on the later of the 90th day prior to the date of the 20212023 Annual Meeting or the 10th day following the day on which the Company first publicly announces the date of the 20212023 Annual Meeting. Director Nominees for Inclusion in Next Year’s Proxy Statement (Proxy Access).The Company’s bylaws provide “proxy access” by allowing a shareholder, or a group of up to 20 shareholders, owning 3% or more of the Company’s outstanding common stock continuously for at least three years to submit director nominees (up to the greater of two directors or the number of directors representing 20% of the Board) for inclusion in the Company’s proxy statement, subject to the other requirements set forth in the bylaws. To include a director nominee in the Company’s proxy statement for the 20212023 Annual Meeting, the proposing shareholder(s) must send notice and the required information to CSX Corporation, Office of the Corporate Secretary, 500 Water Street, C160, Jacksonville, Florida, 32202, so that it is received by November 23, 2020.22, 2022. 2022 Proxy Statement    77 Q Table of Contents ANNUAL MEETING QUESTIONS & ANSWERS Q: Does the Board consider director nominees recommended by shareholders? A     A:Yes. The Governance and Sustainability Committee of the Board will review recommendations as to possible nominees received from shareholders and other qualified sources. The Governance and Sustainability Committee will evaluate possible nominees received from shareholders using the same criteria it uses for other director nominees. Shareholder recommendations should be submitted in writing addressed to the Chair of the Governance and Sustainability Committee, CSX Corporation, 500 Water Street, C160, Jacksonville, Florida 32202, and should include a statement about the qualifications and experience of the proposed nominee. Shareholders who wish to nominate a director nominee should do so in accordance with the nomination provisions of the Company’s bylaws. A shareholder nomination for the 20212023 Annual Meeting must be delivered to the Company within the time periods described above and set forth in the Company’s bylaws. 78     Table of Contents Awards and Achievements CSX continues to be recognized with several high-profile awards, rankings and selections for its business practices, long-term investment value and commitment to excellence, including the following: WWW.CSX.COM       69 TableForbes Green Growth 50: CSX was named to the 2021 Forbes Green Growth 50 list of Contentscorporations that have successfully cut greenhouse gas emissions while increasing earnings. Fortune Most Admired Companies: CSX was named one of the World’s Most Admired Companies by Fortune magazine in 2022. Table of Contents2021 Dow Jones Sustainability Index (DJSI):   CSX CORPORATION C/O BROADRIDGE P.O. BOX 1342 BRENTWOOD, NY 11717 SCAN TO VIEW MATERIALS & VOTE VOTE BY INTERNET Before The Meeting- Go towww.proxyvote.com/csxor scanreceived this top sustainability honor for the QR Barcode aboveeleventh consecutive year for high performance in environmental management, corporate governance, supply chain management, and corporate citizenship and philanthropy. UseWall Street Journal – World’s Top Transportation Company for Sustainability: CSX is the Internet to transmit your voting instructions and for electronic delivery of information up until 11:59 p.m. Eastern Time on May 5, 2020. Follow the instructions to obtain your records and to create an electronic voting instruction form. During The Meeting- Go towww.virtualshareholdermeeting.com/CSX2020 You may attend the meeting via the Internet and vote during the meeting. Have the information that is printedmost sustainably run transportation company in the box markedworld, according to a 2020 analysis by the arrow availableWall Street Journal. CDP A List: 2021 marked the ninth consecutive year CSX has ranked among CDP’s corporate sustainability leaders. National Defense Transportation Association Service Award The National Defense Transportation Association (NDTA) presented CSX with a Corporate Distinguished Service Award at its 19th Fall Meeting in 2021. Newsweek Most Responsible Companies: Newsweek magazine recognized CSX as America’s top railroad for corporate responsibility and followfirst among all U.S. transport and logistics companies. World Finance Magazine – 2020 Most Sustainable Company in the instructions.Logistics Industry: For the second consecutive year, CSX was selected by World Finance magazine as the winner in the logistics category for our commitment to ESG policies in all aspects of our operations. U.S. Veterans Magazine – Best of the Best Top Veteran-Friendly Companies: The U.S. Veterans Magazine included CSX on its Best of the Best Top Veteran-Friendly Companies list in 2020 for the second year in a row, recognizing our efforts in welcoming veterans to our workforce. Military Times – Best for Vets: Employers: Military Times released its annual Best for Vets: Employers ranking for 2020, with CSX appearing in 44th position. Disability:IN – Best Place to Work for Disability Inclusion: For the third consecutive year, CSX was recognized as a Best Place to Work for Disability Inclusion by Disability:IN and the American Association of People with Disabilities. U.S. Veterans Management Named to the list Best of the Best Top Veteran-Friendly Companies for 2021. Table of Contents Table of Contents CSX CORPORATION C/O BROADRIDGE P.O. BOX 1342 BRENTWOOD, NY 11717 VOTE BY PHONE - 1-800-690-6903 SCAN TO Use any touch-tone telephone to transmit your voting instructions up until 11:59 p.m. Eastern Time on May 5, 2020.VIEW MATERIALS & VOTE VOTE BY INTERNET Before The Meeting - Go to www.proxyvote.com/csx or scan the QR Barcode above Use the Internet to transmit your voting instructions and for electronic delivery of information up until 11:59 p.m. Eastern Time on May 3, 2022. Follow the instructions to obtain your records and to create an electronic voting instruction form. During The Meeting - Go to www.virtualshareholdermeeting.com/CSX2022 You may attend the meeting via the Internet and vote during the meeting. Have the information that is printed in the box marked by the arrow available and follow the instructions. VOTE BY PHONE - 1-800-690-6903 Use any touch-tone telephone to transmit your voting instructions up until 11:59 p.m. Eastern Time on May 3, 2022. Have your proxy card in hand when you call and then follow the instructions. VOTE BY MAIL Mark, sign and date your proxy card and return it in the postage-paid envelope we have provided or return it to Vote Processing, c/o Broadridge, 51 Mercedes Way, Edgewood, NY 11717. TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS: E97761-P35163 KEEP THIS PORTION FOR YOUR RECORDS D71017-P69810 KEEP THIS PORTION FOR YOUR RECORDS THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED. DETACH AND RETURN THIS PORTION ONLY THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED. CSX CORPORATION The Board of Directors recommends you vote FOR Proposals 1, 2 and 3. 1.       1. Election of Directors Nominees: For Against Abstain 1a. Donna M. Alvarado ☐ ☐ ☐ 1b. Pamela L. Carter ☐ ☐ ☐ 1c. James M. Foote ☐ ☐ ☐ 1d. Steven T. Halverson ☐ ☐ ☐ 1e. Paul C. Hilal ☐ ☐ ☐ 1f. John D. McPherson ☐ ☐ ☐ 1g. David M. Moffett ☐ ☐ ☐ 1h. Linda H. Riefler ☐ ☐ ☐ 1i. Suzanne M. Vautrinot ☐ ☐ ☐ 1j. J. Steven Whisler ☐ ☐ ☐ 1k. John J. Zillmer ☐ ☐ ☐ For address changes and/or comments, please check this box and write them on the back where indicated. ☐ Note: Please sign as name appears hereon. Joint owners should each sign. When signing as attorney, executor, administrator, trustee or guardian, please give full title as such. Nominees: For Against Abstain For Against Abstain 2. The ratification of the appointment of Ernst & Young LLP as the Independent Registered Public Accounting Firm for 2020; and; ☐ ☐ ☐ 3. Advisory (non-binding) resolution to approve compensation for the Company's named executive officers. ☐ 1a. Donna M. Alvarado ☐ ☐ ☐ 1b. Thomas P. Bostick ☐ ☐ ☐ 1c. James M. Foote ☐ ☐ ☐ 1d. Steven T. Halverson ☐ ☐ ☐ 1e. Paul C. Hilal ☐ ☐ ☐ 1f. David M. Moffett ☐ ☐ ☐ 1g. Linda H. Riefler ☐ ☐ ☐ 1h. Suzanne M. Vautrinot ☐ ☐ ☐ 1i. James L. Wainscott ☐ ☐ ☐ 1j. J. Steven Whisler ☐ ☐ ☐ 1k. John J. Zillmer ☐ ☐ ☐ For Against Abstain 2. The ratification of the appointment of Ernst & Young LLP as the Independent Registered Public Accounting Firm for 2022; and ☐ ☐ ☐ 3. Advisory (non-binding) resolution to approve compensation for the Company's named executive officers. ☐ ☐ ☐ In appreciation for submitting your vote for the CSX Annual Meeting and to further our commitment to environmental stewardship, a tree will be planted on your behalf in a protected park or wildlife refuge. Thank You! In appreciation for submitting your vote for the CSX Annual Meeting and to further our commitment to environmental stewardship, a tree will be planted on your behalf in a protected park or wildlife refuge. Thank You! Signature [PLEASE SIGN WITHIN BOX]     Date Signature (Joint Owners) Date Table of Contents Note: Please sign as name appears hereon. Joint owners should each sign. When signing as attorney, executor, administrator, trustee or guardian, please give full title as such. Signature [PLEASE SIGN WITHIN BOX] Date Signature (Joint Owners) Date Table of Contents Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting: The Notice and Proxy Statement and Annual Report are available at www.proxyvote.com/csx. Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting: The Notice and Proxy Statement and Annual Report are available at www.proxyvote.com/csx. D71018-P69810 CSX CORPORATION This Proxy is Solicited on Behalf of the Board of Directors for the Annual Meeting of Shareholders to be held on May 4, 2022 The undersigned hereby appoints NATHAN D. GOLDMAN, as proxy, with full power of substitution, to act and vote the shares which the undersigned is entitled to vote at the Annual Meeting of Shareholders to be hosted online at www.virtualshareholdermeeting.com/CSX2022 on May 4, 2022, at 10:00 a.m. (EDT), and at all adjournments or postponements thereof, and authorizes him to represent and to vote all stock of the undersigned on the proposals listed on the reverse side of this card as directed and, in his discretion, upon such other matters as may properly come before the meeting, all as more fully described in the Proxy Statement. E97762-P35163 CSX CORPORATION This Proxy is Solicited on Behalf of the Board of Directors for the Annual Meeting of Shareholders to be held on May 6, 2020 The undersigned hereby appoints NATHAN D. GOLDMAN and MARK D. AUSTIN, and each of them, as proxies, each with full power of substitution, to act and vote the shares which the undersigned is entitled to vote at the Annual Meeting of Shareholders to be hosted online at www.virtualshareholdermeeting.com/CSX2020 on May 6, 2020, at 10:00 a.m. (EDT), and at all adjournments or postponements thereof, and authorizes them to represent and to vote all stock of the undersigned on the proposals listed on the reverse side of this card as directed and, in their discretion, upon such other matters as may properly come before the meeting, all as more fully described in the Proxy Statement. The proxy will be voted as directed. If no direction is made, the proxy will be voted: "FOR" Proposals 1, 2 and 3. Your Internet or telephone vote authorizes the named proxies to vote the shares in the same manner as if you marked, signed and returned your proxy card. If you vote your proxy via the Internet or by telephone, please DO NOT mail back this proxy card. Proxies submitted by telephone or the Internet must be received by 11:59 p.m. Eastern Time on Tuesday, May 5, 2020. The proxy will be voted as directed. If no direction is made, the proxy will be voted: "FOR" Proposals 1, 2 and 3. Your Internet or telephone vote authorizes the named proxy to vote the shares in the same manner as if you marked, signed and returned your proxy card. If you vote your proxy via the Internet or by telephone, please DO NOT mail back this proxy card. Proxies submitted by telephone or the Internet must be received by 11:59 p.m. Eastern Time on Tuesday, May 3, 2022. Address Changes/Comments:  (If you noted any Address Changes/Comments above, please mark corresponding box on the reverse side.) Continued and to be signed on reverse side Continued and to be signed on reverse side