DEF 14A 1 csx3994661-def14a.htm DEFINITIVE PROXY STATEMENT

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934 (Amendment No. )

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Filed by the Registrant

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Filed by a party other than the Registrant

CHECK THE APPROPRIATE BOX:
☐		Preliminary Proxy Statement
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☑		Definitive Proxy Statement
☐		Definitive Additional Materials
☐		Soliciting Material under §240.14a-12

CSX Corporation

(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

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☐		Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11

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2022

Proxy Statement

Table of Contents

About CSX and the
Value We Create

Our Vision

To be the best-run railroad in North America

Our Purpose

To capitalize on the efficiency of rail transportation to serve America

Our Business

Our network connects every major metropolitan area in the eastern United States, as well as more than 230 short line railroads and more than 70 port terminals along the Atlantic and Gulf Coasts, the Mississippi River, the Great Lakes and the St. Lawrence Seaway.

CSX Corporation is one of the nation’s leading transportation suppliers, providing rail-based transportation services, including traditional rail service and the transport of intermodal containers and trailers.

Our rail network encompasses approximately 19,500 miles of track and connects 23 states, the District of Columbia, and the Canadian provinces of Ontario and Quebec. We serve some of the largest population centers in the nation, with nearly two-thirds of Americans living within CSX’s territory.

For nearly 200 years, CSX has played a critical role in North America’s economic expansion and industrial development. We move a broad portfolio of products across the country in a way that minimizes the effect on the environment, takes traffic off of a congested highway system, and minimizes fuel consumption and transportation costs. We also provide key freight services across a broad array of markets, including automotive, agricultural and food products, chemicals, fertilizers, forest products, metals and equipment, and minerals.

As the most energy-efficient way to move freight over land, the sustainability and innovation of the rail industry is of the utmost importance to us. Further, we intend to lead the industry in preparing for the next decade, particularly as we see the growth in global demand for quick efficient freight services and the ways technology is becoming more integrated, automated and efficient.

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Letter to
Shareholders

March 22, 2022

Dear Shareholder

On behalf of the Board of Directors of CSX Corporation, I am pleased to invite you to attend the Company’s 2022 Annual Meeting on May 4 at 10:00 a.m. EDT. This year’s meeting will once again be held in a virtual format. We believe this is the most effective approach for protecting the health and safety of our shareholders while enabling the highest possible attendance.

The meeting will take place at www.virtualshareholdermeeting.com/CSX2022. To access the meeting, enter the 16-digit control number provided on your proxy card. The number can also be found on the Notice of Availability of Proxy Materials.

I encourage you to review the 2021 CSX Annual Report to Shareholders prior to joining the meeting. The report includes CSX’s audited financial statements and additional information about our Company’s business.

In compliance with the Securities and Exchange Commission’s “notice and access” rules, we are again providing electronic access to our proxy materials. Electronic distribution has proven to be the most effective and efficient method for enabling shareholders to review important information about CSX while also reducing the environmental impact of our Annual Meeting. These attributes are in keeping with our commitment to both transparency and sustainability. Please refer to the Questions and Answers section of the Proxy Statement or the Annual Meeting of Shareholders section of our Investor Relations website for additional details about accessing information and the conduct of the Annual Meeting.

Because every vote is important, I encourage you to promptly submit your proxy to ensure your shares are represented and voted whether or not you plan to attend the 2022 Annual Meeting. You can vote your shares by proxy using one of the following methods: (i) vote via the Internet or by telephone; or (ii) if you request printed proxy materials, complete, sign, date and return your proxy card or voting instruction form if you hold your shares through a broker, bank or other nominee in the postage-paid envelope provided. If you submit your proxy in advance, you can still vote your shares online during the Annual Meeting should you choose to attend virtually. Please review the instructions for each of your voting options described in this Proxy Statement as well as in the Notice of Internet Availability you received in the mail or via email.

Along with the CSX Board of Directors and our leadership team, I look forward to your participation in the Annual Meeting.

Sincerely,

James M. Foote

President and Chief Executive Officer

Consistent with CSX’s commitment to environmental stewardship, resource conservation, governance and timely access to Company information, this year’s Proxy materials will be available to shareholders online.

2022 Proxy Statement 1

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Notice of 2022 Virtual Annual
Meeting of Shareholders

To Our Shareholders

The Annual Meeting of Shareholders (the “Annual Meeting”) of CSX Corporation (together with its subsidiaries, “CSX” or the “Company”) will be held at 10:00 a.m. (EDT) on Wednesday, May 4, 2022. If you plan to participate in the Annual Meeting, please see the instructions in the Question and Answer section of the Proxy Statement. Shareholders will be able to listen, vote electronically and submit questions during the Annual Meeting online. There will be no physical location for shareholders to attend. Shareholders may only participate online at www.virtualshareholdermeeting.com/CSX2022.

Items of Business

1		2		3
To elect the 11 director nominees named in the attached Proxy Statement to the Company’s Board of Directors		To ratify the appointment of Ernst & Young LLP as the Independent Registered Public Accounting Firm for 2022		To vote on an advisory (non-binding) resolution to approve the compensation for the Company’s named executive officers

As discussed in Annual Meeting Questions & Answers (What happens if other matters are properly presented at the Annual Meeting?) and Other Matters below, the person named as proxy will use his discretion to vote on other matters that may properly come before the Annual Meeting.

The above matters are described in the attached Proxy Statement. You are urged, after reading the attached Proxy Statement, to vote your shares by proxy using one of the following methods: (i) vote via the Internet or by telephone; or (ii) if you requested printed proxy materials, complete, sign, date and return your proxy card or voting instruction form if you hold your shares through a broker, bank or other nominee in the postage-paid envelope provided. This proxy is being solicited on behalf of the Company’s Board of Directors.

Only shareholders of record at the close of business on March 8, 2022, which is the record date for the Annual Meeting, are entitled to vote. The Notice of Internet Availability of Proxy Materials (the “Notice”), the Proxy Statement and the Annual Report on Form 10-K for the fiscal year ended December 31, 2021 (the “2021 Annual Report”) are being mailed or made available to those shareholders on or about March 22, 2022.

By Order of the Board of Directors,

Nathan D. Goldman

Executive Vice President-Chief Legal Officer
and Corporate Secretary

IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS
FOR THE ANNUAL MEETING OF SHAREHOLDERS TO BE HELD ON MAY 4, 2022

The Company’s Notice of Annual Meeting, Proxy Statement and Annual Report on Form 10-K for the fiscal year ended
December 31, 2021, are available, free of charge, at www.proxyvote.com.

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ESG at CSX	4
Proxy Voting Summary	8
ITEM 1 Election of Directors	12

Criteria for Board Membership	12
Director Independence	20
Transactions with Related Persons and Other Matters	20
Compensation Committee Interlocks and Insider Participation	21
Annual Evaluation of Board Performance	21
Board of Directors’ Role in Succession Planning	22
Board of Directors’ Role in Risk Oversight	22
Board of Director’s Role in Oversight of ESG	23

Shareholder Outreach and Engagement	23
Principles of Corporate Governance	23
Board Leadership and Committee Structure	24
Meetings of the Board and Executive Sessions	27
Director Compensation	27
Elements of Director Compensation	27
Matching Gift Program and Other Benefits	27
2021 Directors’ Compensation Table	28
Stock Ownership Guidelines	28


ITEM 2 Ratification of Independent Registered Public Accounting Firm	29

Fees Paid to Independent Registered Public Accounting Firm

Pre-Approval Policies and Procedures


Report of the Audit Committee	31
Letter from the Compensation and Talent Management Committee	33
Report of the Compensation and Talent Management Committee	35
Compensation Discussion and Analysis	36

Key Business Highlights for 2021	36
Say-on-Pay and Shareholder Engagement	40
Elements of the Company’s 2021 Executive Compensation Programs	41
2021 Base Salary	48
2021 Short-Term Incentive Compensation	48
2022 MICP Design	50
Long-Term Incentive Compensation	50

Employment Agreements	53
Benefits	54
2021 Summary Compensation Table	57
2021 Grants of Plan-Based Awards Table	58
2021 Outstanding Equity Awards at Fiscal Year End	60
2021 Option Exercises and Stock Vested Table	61
2021 Pension Benefits Table	62
2021 Non-qualified Deferred Compensation Table	62
Potential Payouts Under Change-of-Control Agreements	63


CEO Pay Ratio	66
ITEM 3 Advisory (Non-Binding) Vote to Approve the Compensation of CSX’s Named Executive Officers	67
Equity Compensation Plan Information	68
Ownership of our Stock	69
Security Ownership of Management and Certain Beneficial Owners	69

Additional Information	71
Notice of Electronic Availability of Proxy Materials	71

Other Matters	72
Householding of Proxy Materials	72


Annual Meeting Questions & Answers	73

2022 Proxy Statement 3

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ESG at CSX

At CSX, we strive to be the best-run railroad in North America, which begins with being the most sustainable mode of land-based freight transportation. By conducting business in a sustainable way, we demonstrate our commitment to industry-leading ESG performance that does right by our customers, employees, communities and shareholders.

The Governance and Sustainability Committee of our Board of Directors is responsible for assessing CSX’s progress on sustainability issues and overseeing our sustainability policies, strategies and programs. Additionally, the Compensation and Talent Management Committee ensures an ongoing emphasis on human capital management, including diversity, equity and inclusion initiatives. CSX has a cross-functional Environmental, Social and Governance (“ESG”) team with executive leadership and representation across all areas of the business. This team is tasked with ensuring company-wide alignment for our ESG approach, as well as measuring and monitoring progress against key performance indicators.

ESG Oversight and Management

ESG Highlights

CSX’s commitment to environmental stewardship, social responsibility and governance best practices are critical to our mission to be the best-run railroad in North America. CSX actively works to be innovative in its approach to sustainability, while setting challenging goals and pursuing opportunities for continued improvement as part of our commitment to responsible business practices.

In early 2021, CSX engaged with internal and external stakeholders for feedback on the Company’s ESG priorities. We conducted a materiality survey that included responses from 693 internal and external stakeholders, including employees, union members, customers, suppliers, investors, nonprofit organizations, and others. This exercise led to a prioritization of the issues most material to our business and stakeholders, which were published in the CSX 2020 ESG Report. Our process also included reviewing multiple ESG reporting frameworks and guidelines, such as the United Nations’ Sustainable Development Goals, Global Reporting Initiative, Sustainability Accounting Standards Board and the Task Force on Climate-related Financial Disclosures.

Operating with Innovation at Our Core
Leveraging new technologies to improve operations, increase efficiency and drive growth is core to CSX’s operating model. Innovative tools and technologies enable us to drive meaningful improvements on safety, customer experience, environmental efficiencies and employee engagement.
INNOVATING FOR SAFETY: DOUBLING DOWN ON OUR DRONE PROGRAM	INNOVATING FOR ENVIRONMENTAL EFFICIENCIES: INTRODUCING NEW XGATE FUNCTIONS
By more than tripling our drone fleet we were able to improve safety, optimize inventory processes, detect changes and provide mapping of our assets in real time.	In 2020, we introduced new features to our XGate system, which allows us to streamline work for the intermodal drivers thanks to a machine vision technology that expedites driver transaction time by automating the outbound validation.
INNOVATING FOR CUSTOMER EXPERIENCE: REBUILDING SHIPCSX’S INTERFACE DESIGN AND EFFICIENCY	INNOVATING FOR EMPLOYEE ENGAGEMENT: SHIFTING TO VIRTUAL COLLABORATION PLATFORMS AND CLOUD STRATEGIES
We enable our customers to plan, ship, trace and pay for shipments quickly and with secure data through our ShipCSX platform. CSX initiated a multi-year effort to improve the platform to meet customer demand, utilize the most up-to-date technological advances and support scheduled railroading.	The widespread use of virtual collaboration as the primary form of work in 2020 allowed employees to work remotely and stay connected during the pandemic. Our Technology team was able to roll this out in record time and enabled new ways of working between employees and customers.

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ESG AT CSX

Environmental

CSX’s commitment to advancing environmental sustainability supports our business strategy and is part of our value proposition. With rail being the most sustainable mode of land-based freight transportation, CSX has an opportunity to not only drive positive environmental outcomes for our customers, but also for our environment, helping divert incremental volumes off the highway without sacrificing reliability.

CSX understands that sound environmental stewardship is essential to address the complex challenge of climate change. As an industry, we are faced with both a considerable advantage and opportunity: on average, freight railroads are three to four times more fuel efficient than trucks and produce 75% fewer greenhouse gas (“GHG”) emissions. CSX is committed to leveraging this opportunity to make sure we are maximizing efficiencies and reducing our footprint.

As part of our environmental strategy, the Company has continued its partnership with the Science Based Targets initiative (“SBTi”) to work toward the target of limiting global warming to 2 degrees above preindustrial levels. CSX is proud to be the first railroad in North America to align with the SBTi at this aggressive level – an important first step toward a lower-carbon economy.

Looking toward the future, CSX is aggressively setting environmental goals to guide our strategy through 2030, building on our success in moving freight with less asset intensity and reducing fuel consumption.

Social

Safety

At CSX, safety encompasses every aspect of our operations, not just for our employees, but for our customers and the communities in which we operate. All employees across the organization are part of the Safety team. By putting health and safety at the center of our day-to-day operations, we strive to foster a safety culture grounded in ownership and accountability. CSX takes a proactive, network approach to safety, whereby we aim to identify and eliminate as many factors as possible that may contribute to the occurrence of accidents, and then share learnings and best practices across the organization. In 2021, we invested nearly $1.8 billion in critical infrastructure improvements to ensure safety, including track, bridges, signals, equipment and detection technology.

To better serve the communities in which we operate, CSX has a multi-year partnership with Operation Lifesaver, an education and awareness organization committed to ending collisions, fatalities and injuries at highway-rail grade crossings and along railroads rights-of-way. In addition to our work with Operation Lifesaver, CSX actively participates in Rail Safety Week, during which CSX conducts awareness activities, including traffic and trespassing enforcement blitzes, school and community presentations, and truck driver outreach.

2022 Proxy Statement 5

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ESG AT CSX

Workforce Diversity and Racial Equity

CSX believes strongly that we cannot be the best-run railroad in North America without the best people, and we cannot have the best people without embracing diversity, equity and inclusion in our workforce. We believe that every employee’s contributions and differences help drive our success.

The Company is proud of the many business resource groups that have been initiated by its employees to connect with colleagues who have shared interests and experiences. Each BRG is led by an executive-level sponsor, with the goal of promoting a diverse, inclusive and engaged workplace culture.

CSX’s BRGs include: (i) ABLE Disability Inclusion Group, which represents employees with physical and intellectual disabilities; (ii) African American Inclusion Group, which focuses on creating a culture that embraces inclusion and promotes African American representation at CSX, as well as the rail industry; (iii) Asian Professionals for Excellence, which seeks to promote stronger working relationships between Asian and non-Asian employees through cultural education; (iv) LGBTQ+A(llies), which focuses on advocacy, education, policy and community outreach in support of the LGBTQ+ community; (v) STEAM, which focuses on sparking interest in technology and innovation amongst all employees; (vi) Interchange Women’s Leadership Network, which creates forums to engage aspiring women leaders on career and leadership development; and (vii) Military Business Resource Group, which honors and supports our nation’s veterans, active-duty military and their families.

Talent Strategy

At CSX, we recognize the unique contributions that each person brings to the Company and know that our people are the foundation of our success. Key to that foundation is building and maintaining a strong talent strategy. We are committed to building a culture that empowers employees to deliver value and reach their full potential. To attain our vision to be the best-run railroad in North America, we want every employee to be engaged and inspired as a valued contributor to our collective success.

Fostering a one-team workforce
At CSX, we are developing a One-CSX culture that will attract, retain and recognize an inclusive, high performing workforce that is laser-focused on delivering the Company’s vision with passion and urgency. Our one-team approach has four tenets:

ENSURE MISSION CLARITY Define values and new ways of working	SUSTAIN TOP TALENT Attract and retain the best talent by creating a connected culture	UNLOCK POTENTIAL Develop strong individuals into even stronger teams	CULTIVATE HIGH PERFORMANCE Create a framework where employees thrive

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ESG AT CSX

Communities

At CSX, service to our communities is core to who we are and our commitment to people extends beyond our employees. Service is at the heart of every decision we make, for our customers, for ourselves and for our communities. We serve the communities in which we live and operate through monetary and in-kind giving, as well as employee volunteerism opportunities.

Last year (2021) marked the third full year of our signature community investment initiative, CSX Pride in Service. Pride in Service is a company-wide commitment to honor and serve the nation’s military, veterans and first responders by connecting them and their families with the support they need. CSX understands intimately the sacrifice that comes with military service, as nearly one in five CSX employees have served in some capacity. Oftentimes, our military, veteran and first responder heroes find themselves with various hardships and financial adversity once they are no longer in the line of duty. CSX has contributed more than $9.9 million to causes supporting military, veteran and first responder families since the inception of its Pride in Service initiative. With Pride in Service’s nonprofit partners, CSX makes possible critical financial assistance, community connections and acts of gratitude.

In 2021, CSX contributed more than $9.9 million and nearly 4,000 volunteer hours to communities across our 23-state network.

PRIDE IN SERVICE

350,000+
Service men, women and family members reached through our Pride in Service initiative

140
Service Events partnering with the following organizations

CSX is also committed to social justice in our communities. As such, CSX developed a cross-functional social justice advisory roundtable of employees and leaders to strategize and execute a plan to combat racial injustice. In addition, we have deployed a wide-ranging action plan, both internally and externally, to help strengthen inclusion in our corporate culture and within the communities we serve. The internal plan is built on four pillars: (i) Awareness, Education and Communication; (ii) Potential or Perceived Inequities; (iii) Employee Development; and (iv) Voter Education. Externally we have partnered with the Congressional Black Caucus Foundation and City Year while also leveraging our Pride in Service community engagement initiative to support equity and bridge the divide between segments of our communities.

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. Our Board of Directors and executive team uphold high levels of integrity, transparency and ethical business practices. Together, they are responsible for developing and communicating CSX’s vision and purpose in addition to overseeing the implementation of sound governance practices. Through their leadership, CSX takes a comprehensive approach to governance and compliance, with a robust program that guides how we coordinate and implement Company policies, codes, procedures and values, as well as how we monitor and adhere to laws and regulations.

Business Ethics

2021 ETHICS DATA
HIGHLIGHTS

100%

Management
Employees
Trained

66%

Union
Employees
Trained

Risk Management and Business Disruption Prevention

$1.8B

in capital expenditures to maintain and improve our existing infrastructure.

CYBER AND INFORMATION
SECURITY MANAGEMENT

In 2019, Suzanne M. Vautrinot, a retired U.S. Air Force Major General, joined our Board. Ms. Vautrinot, who led the USAF’s Cyber Command and is currently the president of a cybersecurity strategy and technology consulting firm, provides invaluable expertise and guidance in cyber and information security management.

Human Rights

In 2021, CSX adopted a formal Human Rights Policy.

In January 2020, CSX joined a U.S. Department of Transportation initiative to fight human trafficking through increased education and public awareness

Responsible Sourcing

3,713

suppliers, both domestic and international, create a network of partners that contribute to CSX’s responsible value chain.

To learn more about our commitment to Environment, Social and Governance (ESG) or to view our latest ESG Report, visit our ESG site at https://investors.csx.com/esg. Information on, or that can be accessed through, our website is not, and shall not be deemed to be, a part of this Proxy Statement or incorporated into any other filings we make with the Securities and Exchange Commission (“SEC”).

2022 Proxy Statement 7

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Proxy Voting Summary

ITEM

Election of Directors

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

Table of Contents

This summary highlights information contained elsewhere in this Proxy Statement. This summary does not contain all of the information that you should consider, and you should read the entire Proxy Statement carefully before voting. For more complete information regarding the Company’s 2021 performance, please review the 2021 Annual Report.

COMMITTEES KEY
	Chair	A	Audit	F	Finance
		CTM	Compensation and Talent Management	GS	Governance and Sustainability

2022 Proxy Statement

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PROXY VOTING SUMMARY

ITEM

Ratification of Independent Registered Public Accounting Firm

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

ITEM

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

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

Elements of the Company’s 2021 Executive Compensation Programs

As an organization focused on pay-for-performance, CSX provides competitive total compensation opportunities in line with similar Comparator Group companies. The Compensation and Talent Management Committee reviews the performance and accomplishments of each executive to ensure incentive compensation payouts are consistent with the Company’s overall executive compensation program objectives.

Pay Element	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 2021 annual incentive awards were: n Operating Income n Operating Ratio n Initiative-Based Revenue Growth n Safety n Fuel Efficiency n Trip Plan Compliance 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	n Performance Units (50%) n Non-qualified Stock Options (25%) n Restricted Stock Units (25%)	The performance measures for the performance units granted as part of the 2021-2023 long-term incentive plan are: n Average Annual Operating Income Growth n Free Cash Flow Formulaic linear Relative Total Shareholder Return modifier of +/- 25% with 250% maximum	Motivate and reward executives to drive strategic initiatives that create shareholder value over a three-year period

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PROXY VOTING SUMMARY

Alignment with Leading Governance Practices

The Committee has established executive compensation programs that incorporate leading governance principles. 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 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

Business Highlights for 2021

In 2021, CSX delivered a Company-record operating ratio of 55.3%. In addition, CSX returned approximately $3.725 billion to shareholders in the form of dividends and share repurchases. For more detail on CSX’s performance in 2021, please see the 2021 Annual Report.

Stock Performance Graph

The cumulative five-year shareholder returns on $100 invested at December 31, 2016, assuming reinvestment of dividends, are illustrated on the accompanying graph. The Company references the Standard & Poor’s 500 Stock Index (“S&P 500”), which is a registered trademark of The McGraw-Hill Companies, Inc., and the Dow Jones U.S. Transportation Average Index (“DJT”), which provide comparisons to a broad-based market index and other companies in the transportation industry.

COMPARISON OF FIVE-YEAR CUMULATIVE RETURN

2022 Proxy Statement

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Item 1:

Election of Directors

Criteria for Board Membership

Overview

Eleven directors are to be elected to hold office until the 2023 Annual Meeting of Shareholders (the “2023 Annual Meeting”) and their successors are elected and qualified. The Governance and Sustainability Committee has recommended to the Board, and the Board has approved, the persons named below as director nominees. The Board believes that each of these director nominees adds to the overall diversity of the Board. Additionally, these director nominees bring a wide range of experience and expertise in management, railroad operations, financial markets, human capital and risk management. Each of the nominees listed below was elected to the Board at the Company’s 2021 Annual Meeting of Shareholders. Nominees for Board membership are expected to be prominent individuals who demonstrate leadership and possess outstanding integrity, values and judgment. Directors and nominees must be willing to devote the substantial time required to carry out the duties and responsibilities of directors. In addition, each Board member is expected to represent the broad interests of the Company and its shareholders as a group, and not any particular constituency.

Management received notice from a shareholder who 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.

Diversity

CSX strives to cultivate an environment that embraces teamwork and capitalizes on the value of diversity. Although the Board does not have a formal written diversity policy, the Governance and Sustainability Committee has a long-standing commitment to diversity. The Committee recognizes the importance of maintaining a Board with a broad scope of backgrounds and expertise that will expand the views and experiences available to the Board in its deliberations. Many factors are taken into account when evaluating director nominees, including their ability to assess and evaluate the Company’s strategies in the face of changing economic and regulatory environments that may impact customer and shareholder expectations. In addition, the Committee feels that candidates representing varied age, gender, and cultural and ethnic backgrounds add to the overall diversity and viewpoints of the Board.

Board Information and Diversity Highlights

The Governance and Sustainability Committee and the full Board believe that the director nominees listed below embody the breadth of backgrounds and experience necessary for a balanced and effective Board.

BOARD OF DIRECTORS DIVERSITY MATRIX

Total Number of Directors – 11 (as of March 22, 2022)
Part I. Gender Identity

	Female	Male	Non-Binary
Directors	3	8	–
Part II. Demographic Background
African American or Black	–	–	–
Alaskan Native or Native American	–	–	–
Asian	–	–	–
Hispanic or Latin	1	–	–
Native Hawaiian or Pacific Islander	–	–	–
White	2	7	–
Two or More Races or Ethnicities	–	1	–
LGBTQ+	–	–	–
Did Not Disclose Demographic Background	–	–	–


12

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ITEM 1: ELECTION OF DIRECTORS

Key Skills and Experience

In determining the qualifications of a director nominee, the Board and the Governance and Sustainability Committee consider the following to be key skills and areas of experience:

Business Operations Business operations experience gives directors a practical understanding of developing, implementing and assessing the Company’s operating plan and business strategy.	Corporate Governance Corporate governance experience supports Board and management accountability, transparency and protection of shareholder interests.	Finance / Capital Allocation Financial and capital allocation experience is important in evaluating capital markets and the Company’s design and implementation of financing and capital allocation strategies.
Board’s Skills and Experience as a Group	Board’s Skills and Experience as a Group	Board’s Skills and Experience as a Group


Accounting / Financial Expertise Experience as an accountant, auditor, chief financial officer or senior leader responsible for financial reporting is important because it assists directors with their oversight of the preparation and audit of the Company’s financial statements, and internal controls and procedures.	Government / Public Policy Government and public policy experience is important in understanding the legislative process and regulatory environment in which the Company operates.	Risk / Crisis Management Risk / crisis management experience is critical in helping the Board fulfill its responsibilities with respect to its risk oversight and mitigation, as well providing Board leadership in navigating through corporate crises.
Board’s Skills and Experience as a Group	Board’s Skills and Experience as a Group	Board’s Skills and Experience as a Group


Human Capital Management Human capital management experience is valuable in understanding the dynamics of attracting, motivating and retaining high performing employees, including succession planning efforts.	Sustainability Sustainability experience supports the Company’s efforts to meet the highest standards of environmental stewardship and prioritize the health and safety of our employees and communities in which we operate.	Transportation Industry / Supply Chain Management Transportation industry experience is important to understanding rail operations, the dynamics within the freight transportation sector, key performance indicators and the competitive environment.
Board’s Skills and Experience as a Group	Board’s Skills and Experience as a Group	Board’s Skills and Experience as a Group

Board Nominees

As of the date of this Proxy Statement, the Board has no reason to believe that any of the nominees named below will be unable or unwilling to serve. If any of the nominees named below is not available to serve as a director at the time of the Annual Meeting (an event which the Board does not now anticipate), the proxies will be voted for the election of such other person or persons as the Board may designate, unless the Board, in its discretion, reduces the size of the Board. There are no family relationships among any of these nominees or among any of the nominees and any executive officer of the Company.


2022 Proxy Statement	13

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ITEM 1: ELECTION OF DIRECTORS

Information regarding each of the Board’s nominees follows. Each such nominee has consented to being named in this Proxy Statement and to serve if elected.

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

	Donna M. Alvarado, 73 *Independent Director Nominee* Director since 2006

CSX Committees Audit/Compensation and Talent Management.


Biographical Information Donna M. Alvarado is the founder and current President of Aguila International, a business-consulting firm. Previously, Ms. Alvarado served as President and Chief Executive Officer of Quest International, a global educational publishing company, from 1989 to 1993. She has served on corporate boards in the manufacturing, banking, transportation and services industries. She has also led state and national workforce policy boards. Ms. Alvarado previously served as Chairwoman of the Ohio Board of Regents. Following executive and legislative staff appointments at the U.S. Department of Defense and in the U.S. Congress, Ms. Alvarado was appointed by President Ronald Reagan to lead the federal agency ACTION, the nation’s premier agency for civic engagement and volunteerism, a position which she held from 1985 to 1989.


Skills and Qualifications As a result of her experience in the public and private sector, Ms. Alvarado brings to the Board significant experience related to talent management, workforce planning and cultural transformation.


Other Public Directorships ■ CoreCivic, Inc. ■ Park National Corporation

	Thomas P. Bostick, 65 *Independent Director Nominee* Director since 2020

CSX Committees Finance/Governance and Sustainability


Biographical Information Mr. Thomas P. Bostick is Chairman of Bostick Global Strategies and is a retired U.S. Army Lieutenant General. He also served as Chief of Engineers and Commanding General of the U.S. Army Corps of Engineers, where he was responsible for most of the nation’s civil works infrastructure and military construction, leading the world’s largest public engineering organization. Among his previous commands, Mr. Bostick was the Army’s Director of Human Resources and led the U.S. Army Recruiting Command. He was deployed during Operation Iraqi Freedom as second in command of the 1st Cavalry Division and later commanded the Army Corps of Engineers Gulf Region Division. After retiring from the Army in 2016, Mr. Bostick joined Intrexon, a biological engineering company where he served as Chief Operating Officer. He led a restructuring of the company in 2019, that resulted in Intrexon being renamed Precigen at the start of 2020.


Skills and Qualifications Mr. Bostick has extensive leadership and crisis management experience, engineering expertise and knowledge in the fields of environmental sustainability and human resources.


Other Public Directorships ■ Perma-Fix Environmental Services, Inc.


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	James M. Foote, 68 Management Director Nominee / President and Chief Executive Officer Director since 2017

CSX Committees Executive (Chair)


Biographical Information James M. Foote, a senior executive with over 40 years of railroad industry experience in finance, operations and sales and marketing, was named President and Chief Executive Officer and a director of CSX in December 2017. Mr. Foote joined CSX as Executive Vice President and Chief Operating Officer in October 2017. Prior to joining CSX, Mr. Foote served as President and Chief Executive Officer of Bright Rail Energy, a technology company formed in 2012 to design, develop and sell products that allow railroads to switch locomotives to natural gas power. Before heading Bright Rail, Mr. Foote was Executive Vice President, Sales and Marketing, with Canadian National Railway Company. Mr. Foote joined Canadian National in 1995 as Vice President – Investor Relations to assist with the company’s privatization. He also served as Vice President Sales and Marketing – Merchandise at Canadian National.


Skills and Qualifications Mr. Foote has expertise in railroad operations, including deep knowledge of the scheduled railroading operating model, and sales and marketing. He also provides the Board with significant knowledge and understanding of the rail industry in general, the regulatory environment and the market dynamics with respect to freight transportation.


Other Public Directorships ■ None

	Steven T. Halverson, 67 *Independent Director Nominee* Director since 2006

CSX Committees Audit/Compensation and Talent Management (Chair)/Executive


Biographical Information Steven T. Halverson was the Chairman from August 1999 to January 2021, and Chief Executive Officer from August 1999 to August 2018, of The Haskell Company, one of the largest design and construction firms in the United States. Prior to joining The Haskell Company in 1999, Mr. Halverson served as a Senior Vice President of M.A. Mortenson, a national construction firm. Mr. Halverson also serves as a director for GuideWell Mutual Insurance Holdings, Blue Cross Blue Shield of Florida, and is past chair of the Florida Council of 100, the Florida Chamber of Commerce, the Construction Industry Roundtable and the Jacksonville Civic Council. From 2008 until its sale to McKesson Corporation in 2013, Mr. Halverson served on the board of directors of PSS World Medical.


Skills and Qualifications Mr. Halverson’s expertise as a chief executive officer in the construction industry allows him to provide unique insight and perspective on the U.S. economy and certain CSX markets. In addition, through his roles with key organizations in Florida, Mr. Halverson provides talent management and broad leadership capabilities to the Board.


Other Public Directorships ■ None

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	Paul C. Hilal, 55 Independent Director Nominee / Vice Chair of The Board Director since 2017

CSX Committees Executive/Finance/Governance and Sustainability


Biographical Information Paul C. Hilal founded and controls Mantle Ridge LP and each of its related entities (“Mantle Ridge”). Prior to founding Mantle Ridge, Mr. Hilal was a partner and senior investment professional at Pershing Square Capital Management where he worked from 2006 to 2016. From 2012 to 2016, Mr. Hilal served as a director of Canadian Pacific Railway Limited where he was chair of the Management Resources and Compensation Committee and a member of the Finance Committee. Mr. Hilal currently serves on the Board of Overseers of Columbia Business School and served until 2016 on the Board of the Grameen Foundation – an umbrella organization that helps micro-lending and micro-franchise institutions empower the world’s poorest through financial inclusion and entrepreneurship.


Skills and Qualifications Mr. Hilal draws on his experience as a value investor, as a capital allocator, and as an engaged director driving shareholder value. Additionally, through his railroad industry experience and perspective, Mr. Hilal provides the Board valuable insight regarding the financial aspects of CSX’s business.


Other Public Directorships ■ Aramark

	David M. Moffet, 70 *Independent Director Nominee* Director since 2015

CSX Committees Audit (Chair)/Executive/Finance


Biographical Information David M. Moffett served as the Chief Executive Officer and a director of the Federal Home Loan Mortgage Corporation from September 2008, until his retirement in March 2009. He previously served as a Senior Advisor with the Carlyle Group LLC from May 2007 to September 2008, and as the Vice Chairman and Chief Financial Officer of U.S. Bancorp from 2001 to 2007, after its merger with Firstar Corporation where he served as Vice Chairman and Chief Financial Officer from 1998 to 2001. Mr. Moffett also served as Chief Financial Officer of StarBanc Corporation, a predecessor to Firstar Corporation, from 1993 to 1998. Mr. Moffett serves as a trustee on the boards of Columbia Fund Series Trust I and Columbia Funds Variable Insurance Trust, overseeing approximately 52 funds within the Columbia Funds mutual fund complex. In addition, he serves as a trustee for the University of Oklahoma Foundation. Mr. Moffett also has served as a consultant to Bridgewater and Associates. From 2007 to 2015, Mr. Moffett served on the board of directors of eBay, Inc. From 2010 to 2016, Mr. Moffett served on the board of directors of CIT Group Inc.


Skills and Qualifications With his many years of experience as a chief executive officer and as a chief financial officer of public financial services companies, Mr. Moffett is able to provide valuable insight to the Board concerning financial reporting, audit, compliance and capital allocation. He is also able to leverage his significant public policy experience.


Other Public Directorships ■ PayPal Holdings, Inc.


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	Linda H. Riefler, 61 *Independent Director Nominee* Director since 2017

CSX Committees Compensation and Talent Management/Executive/Governance and Sustainability (Chair)


Biographical Information Linda H. Riefler served as the Chair of Global Research at Morgan Stanley from 2011 to 2013, and prior to that as Global Head of Research since 2008. From 2006 to 2008, she served as the Chief Talent Officer of Morgan Stanley, in which role she served on both the Management Committee and the Operating Committee of Morgan Stanley. Ms. Riefler joined Morgan Stanley in 1987 in the Capital Markets division and was elected a managing director in 1998. Since 2007, Ms. Riefler has served on the board of MSCI, Inc., a global provider of indices and decision report tools and services to global portfolio managers and asset owners across the equity, fixed income, and alternative asset universes. MSCI is also a leader in ESG research. She has also served on the board of North American Partners in Anesthesia, a private equity-owned national health care company since 2016. Ms. Riefler also serves as the chair of an educational nonprofit called Pencils of Promise that is committed to literacy in global rural underserved communities. Ms. Riefler also serves on the executive leadership team of Stanford Women on Boards whose mission is to cultivate and place exceptional women for board service. Previously, Ms. Riefler has served on the boards of Stanford Graduate School of Business and Choate Rosemary Hall.


Skills and Qualifications Ms. Riefler draws on her experience at Morgan Stanley and elsewhere to provide the Board perspective on corporate strategy, talent management, sustainability, governance, debt and equity financings, and capital market allocations.


Other Public Directorships ■ MSCI, Inc.

	Suzanne M. Vautrinot, 62 *Independent Director Nominee* Director since 2019

CSX Committees Audit/Governance and Sustainability


Biographical Information Ms. Vautrinot retired from the United States Air Force (“USAF”) as a Major General in 2013, following a distinguished 31-year career where she influenced the development and application of critical cybersecurity and space technology. From 2011 to 2013, Ms. Vautrinot served as Commander of the USAF’s Cyber Command where she oversaw a multibillion-dollar cyber enterprise and led a workforce of 14,000 personnel conducting offensive and defensive cyber operations worldwide. She served as the Deputy Commander for Joint Forces Component Command Network Warfare and was instrumental in creating, operating and protecting U.S. Cyber Command and the global network architecture. During her career in the USAF, Ms. Vautrinot also served as Director of Plans and Policy, U.S. Cyber Command and Deputy Commander, Network Warfare, U.S. Strategic Command, as well as Commander - Air Force Recruiting Service. Ms. Vautrinot was formerly a director of Norton Life Lock Inc. (formerly Symantec Corporation) from 2013 to 2019.


Skills and Qualifications Ms. Vautrinot provides the Board with expertise in cybersecurity, as well as leadership and insight on enterprise risk planning and crisis management, strategy, and ESG, including environmental matters, corporate governance and talent management.


Other Public Directorships ■ Ecolab, Inc. ■ Parsons Corporation ■ Wells Fargo & Co.


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	James L. Wainscott, 64 *Independent Director Nominee* Director since 2020

CSX Committees Compensation and Talent Management/Finance


Biographical Information James L. Wainscott is the former Chairman, President and Chief Executive Officer of AK Steel Holding Corporation, a leading steel production and manufacturing company. He joined AK Steel in 1995 as Vice President and Treasurer and was appointed Chief Financial Officer two years later. In 2003, he was named President, CEO and a member of the board of directors and then Chairman of the Board in 2006. Mr. Wainscott retired as President and CEO of AK Steel in 2015, and as Chairman in 2016. Prior to his time at AK Steel, Mr. Wainscott held a number of leadership positions with National Steel Corporation. Effective as of January 1, 2022, Mr. Wainscott was named Chair of the Council of Chief Executives, a group primarily consisting of retired Fortune 500 Company CEOs. He served as Vice Chair of this organization from 2020 through 2021.


Skills and Qualifications With his public company experience as a chief executive officer and as a chief financial officer, Mr. Wainscott brings financial expertise, a deep knowledge of key industrial markets and proven leadership to the Company’s board of directors.


Other Public Directorships ■ Parker-Hannifin Corp.

	J. Steven Whisler, 67 *Independent Director Nominee* Director since 2011

CSX Committees Audit/Executive/Finance (Chair)


Biographical Information J. Steven Whisler is the retired Chairman and Chief Executive Officer of Phelps Dodge Corporation, a mining and manufacturing company, where he served in many roles from 1981, until his retirement in 2007. During his tenure at Phelps Dodge Corporation, Mr. Whisler was instrumental in the implementation of its “Zero and Beyond” safety program designed to eliminate workplace injuries and its “Quest for Zero” process-improvement program designed to, among other things, eliminate environmental waste while enhancing product quality. Mr. Whisler also served as a director of International Paper Co. from 2007 until 2021, US Airways Group, Inc. from 2005 until 2011, and Burlington Northern Santa Fe from 1995 until its acquisition by Berkshire Hathaway in 2010.


Skills and Qualifications Through his prior tenures on the Burlington Northern Santa Fe and the U.S. Airways Group boards of directors, and as a former executive in the mining industry, Mr. Whisler brings to the Board invaluable safety program experience, railroad knowledge and familiarity with certain key markets.


Other Public Directorships ■ Brunswick Corporation


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	John J. Zillmer, 66 Independent Director Nominee / Chair of The Board Director since 2017

CSX Committees Compensation and Talent Management/Executive/Governance and Sustainability


Biographical Information John J. Zillmer is the President and Chief Executive Officer of Aramark, a food service, facilities, and uniform services provider. Prior to joining Aramark, Mr. Zillmer served as the Executive Chairman, President and Chief Executive Officer of Univar Inc., a global chemical distributor and Fortune 500 company, where he also served as a director from 2009 to 2012. Prior to joining Univar, Mr. Zillmer served as Chairman and Chief Executive Officer of Allied Waste Industries, Inc. from 2005 to 2008, leading an operational transformation that has become an industry benchmark. He has also served as a director of Liberty Capital Partners, a private equity and venture capital firm specializing in startups, early stage, growth equity, buyouts and acquisitions. Mr. Zillmer also serves on the North American advisory board of CVC Capital Partners. He previously served on the board of Reynolds American, Inc. from 2007 until its acquisition by British American Tobacco in 2017, Veritiv Corporation from 2014 to 2020, and Performance Food Group Company from 2015 to 2019.


Skills and Qualifications Through his extensive experience as a chief executive officer, Mr. Zillmer provides the Board with critical insight on business transformation and optimization, as well as deep experience with respect to strategy, labor relations, industrial hygiene, safety, logistics, corporate governance and talent management.


Other Public Directorships ■ Ecolab, Inc. ■ Aramark

Director Commitments

John Zillmer is the Best Choice for Chair of the Board of CSX Corporation

Our Board recognizes that certain shareholders have raised questions about the public company commitments of our Board Chair, John Zillmer, who is also the Chief Executive Officer (“CEO”) of Aramark and serves on a total of three public company boards, including CSX.

After thorough consideration and evaluation of Mr. Zillmer’s performance in leading the Board, including engaging a third-party facilitator, the Board unanimously recommends the re-election of Mr. Zillmer at the 2022 Annual Meeting and his continuation in the role of Board Chair. Mr. Zillmer has been highly engaged since joining the Board in March 2017, and has attended every board and committee meeting since becoming Chair in January 2019. Mr. Zillmer is a fully active participant in the board’s meetings and deliberations, is available for consultation with the other independent directors and serves an important role in the strong, independent oversight of management.

As background, beginning in 2017, the Board was significantly reconstructed, stimulated by an engaged shareholder who helped introduce a change agent CEO and several new directors. The refreshed Board was focusing first on making step change improvements in efficiency and customer service, and then on executing upon strategic growth initiatives and cultural transformation.

In December 2017, CSX appointed a new CEO, who was thrust into the leadership role due to the tragic passing of the change agent CEO. Then, the long-tenured and highly effective Board chair retired in January 2019. Given these circumstances, the Board concluded it needed a chair who: (i) had deep industrial experience; (ii) had been CEO of a comparably sized public company; (iii) had experience leading large-scale business transformation; and (iv) possessed the personality and temperament to coalesce a diverse and relatively new board around transformative business and cultural initiatives. The unanimous view was that Mr. Zillmer perfectly fits these criteria.

When Mr. Zillmer was appointed CEO of Aramark in October 2019, where he had previously spent 23 years in leadership roles, the CSX board unanimously concluded he was still the right person to lead the Board. As part of its thought process, the Board recognized Mr. Zillmer’s Board leadership with respect to the ongoing business transformation; his performance, which remained at an exceptionally high level; his other commitments and capacity to serve; and CSX’s need for stability of Board leadership as the Company continued its transformation.


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The Board believes that Mr. Zillmer’s significant contributions to CSX based on his invaluable, experience-driven insights on business optimization and improvement, labor relations, safety, logistics, corporate governance, and talent management remain critical to the continued progress of the Company. Mr. Zillmer has been a force of stability in leading the Board as it navigates a range of highly complicated issues, including our business transformation and the COVID-19 pandemic. He has engaged extensively with and strongly supported the CEO, who in turn has excelled in driving the business transformation. During this time, the Board and management team have consistently drawn on Mr. Zillmer’s wise counsel to ensure oversight of management’s execution of CSX’s initiatives.

Each member of the CSX Board of Directors believes that losing Mr. Zillmer as Board Chair for the sole reason that he serves on three total boards as a sitting CEO would be to the detriment of the Board, CSX and its shareholders. Accordingly, the CSX Board of Directors unanimously recommends shareholders vote in favor of Mr. Zillmer’s re-election as a director at this year’s Annual Meeting. The Board intends to actively evaluate Mr. Zillmer’s performance, and should Mr. Zillmer be unwilling or unable to continue to maintain the level of engagement necessary to fulfill his responsibilities to CSX, the Board will reconsider its decision.

Director Independence

The Board annually evaluates the independence of each of its directors and, acting through its Governance and Sustainability Committee, the performance of each of its directors. In evaluating the independence of each of its directors, the Board considers the NASDAQ Global Select Market (“NASDAQ”) listing standards and reviews transactions or relationships, if any, between each director, director nominee or his or her immediate family and the Company or its subsidiaries. The purpose of this review is to determine whether any such relationships or transactions would interfere with the exercise of independent judgment by the director or director nominee in carrying out his or her responsibilities as a director, and thus, be inconsistent with a determination that the director or director nominee is independent. The Board also considers the independence of its committee members under applicable securities laws.

In February 2021, after considering NASDAQ listing standards, the Board, upon recommendation from the Governance and Sustainability Committee, determined that the following director nominees are independent under the NASDAQ listing standards: Donna M. Alvarado, Thomas P. Bostick, Steven T. Halverson, Paul C. Hilal, David M. Moffett, Linda H. Riefler, Suzanne M. Vautrinot, James L. Wainscott, J. Steven Whisler and John J. Zillmer.

Transactions with Related Persons and Other Matters

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

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

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

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


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The Audit Committee will evaluate Related Person Transactions based on:

■	information provided to the Board during the required annual affirmation of independence;
■	applicable responses to the Questionnaires submitted to the Company; and
■	any other applicable information provided by any director or executive officer of the Company, or obtained through internal database queries.

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

During 2021, there were no Related Person Transactions.

Compensation Committee Interlocks and Insider Participation

No member of the Compensation and Talent Management Committee is, or in 2021 was, an officer or former officer or employee of the Company. In addition, no executive officer of the Company served on the board of directors of any entity whose executive officers included a director of the Company.

Annual Evaluation of Board Performance

The Board believes an annual review of its performance, as a whole and as individual directors, is essential for ensuring overall effectiveness, including fulfillment of its oversight responsibilities, strategic planning and communications. The Governance and Sustainability Committee is responsible for developing and recommending the annual evaluation process to the Board. For 2021, the Board and director evaluation process was conducted as follows:

	EVALUATION FORMAT
	In October of 2021, the Governance and Sustainability Committee recommended the use of third-party interviews every third year, supplemented by a peer assessment questionnaire. For 2021, the evaluation process consisted of third-party interviews and peer assessment questionnaires.
1
1	■
	CONDUCT EVALUATION
	■ One-on-one interviews were conducted by a third-party facilitator in December 2021. The interview questions were designed to elicit feedback on the Board’s performance in the areas of strategy and business, issues and challenges, Board and committee dynamics, Board and committee leadership, and structure of meetings. The supplemental peer assessment questionnaire was distributed to the board in early 2022, and sought feedback on individual director performance.	2

REVIEW FEEDBACK

3	■ The feedback received from the third-party interviews and the peer assessment questionnaires was compiled on an anonymous basis and provided to the Chair of the Board and the Chair of the Governance and Sustainability Committee, with any committee level feedback provided to the respective committee chairs. This feedback was then discussed by the Board in executive session at its February 2022 meeting.

	OUTCOME
	Following the review of evaluation results, the Board considers in what ways the processes of the Board, and its committees, can be improved. The Board then implements changes and enhancements to its processes where necessary to ensure the ongoing effectiveness of the Board and each of its committees. ■ ▼	4


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Board of Directors’ Role in Succession Planning

One of the Board’s primary responsibilities is succession planning, not only for the Board but also for senior management, including the CEO. The Board believes it is critical to have a robust succession planning process and engages in succession planning efforts throughout the year, including a comprehensive management succession planning exercise in conjunction with its annual strategic planning session.

■	The process begins with management developing a detailed summary of the key skills and competencies required for all senior management roles. Management then analyzes and summarizes the skills, competencies and readiness of potential succession candidates across all senior management positions, as well as the pipeline of candidates for other key roles.
■	A detailed review of this analysis is provided to the Board at its annual succession planning session. The Board then engages in robust discussions regarding the skills, competencies and readiness levels of succession candidates and recommends development plans to ensure succession candidates are adequately prepared for planned and unexpected transitions.
■	Status updates on succession candidates and development plans are provided to and discussed by the Board at meetings throughout the year.

Board of Directors’ Role in Risk Oversight

Pursuant to its charter, the Audit Committee of the Board has primary responsibility for risk oversight. In addition to regular risk presentations to the Audit Committee, management periodically reports to the Board and its other committees on current risks and the Company’s approach to avoiding and mitigating risk exposure.

The Company’s Enterprise Risk Management (“ERM”) program includes activities related to the identification, assessment, mitigation and monitoring of enterprise-level risks. CSX revised its ERM framework in 2021 to focus on the Company’s core enterprise risks and related mitigation activities and controls. The CSX risk universe is currently divided into the following broad risk categories: Operations, Finance, Technology, and Compliance. Each risk category includes “core” ERM risks, as reflected in the chart below.

The ERM program is designed to ensure that senior management, the Audit Committee and the CSX Board understand how enterprise-level risks are monitored, measured, reported and managed to promote risk-aware decision-making and to keep risks within tolerable bounds. A well-established risk management structure is leveraged to support the program. Each core risk is aligned with a Risk Leader, who has ongoing responsibility for monitoring and managing that risk. Each Risk Leader reports to a member of the Executive Risk Committee (comprised of the Executive Vice President (“EVP”) of Operations; EVP and Chief Administrative Officer; EVP and Chief Legal Officer; and EVP and CFO), with a separate annual ERM report-out to the CEO.

In addition to risks related to financial reporting, internal controls and compliance, the Audit Committee also has oversight responsibilities with respect to information security risk, mitigation strategies and overall resiliency of the Company’s technology infrastructure. Such risks are considered as part of the Company’s overall risk management and business continuity processes. In addition, the Audit Committee periodically reviews assessments of information security controls and procedures, any incidents that could have a material impact on the Company’s network, as well as potential cyber security risk disclosures. In late 2019, Maj. Gen. (ret.) Suzanne Vautrinot joined the Board and the Audit Committee. She is a recognized expert in cyber security matters as she previously served as Commander of the United States Air Force’s Cyber Command where she oversaw a multi-billion cyber enterprise, and led a workforce of 14,000 personnel conducting offensive and defensive cyber operations worldwide.


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Board of Director’s Role in Oversight of ESG

The Governance and Sustainability Committee oversees the development and execution of CSX’s ESG strategy and reporting, and has responsibility for risk oversight and evaluation of climate-related issues. Additionally, the Compensation and Talent Management Committee has oversight responsibilities with respect to the Company’s workforce and human capital management processes, including plans and processes for promoting diversity, equity and inclusion. On a day-to-day basis, ESG is collaboratively managed by the respective operational departments. Operational leaders are responsible for measuring and monitoring progress against key performance indicators and for reviewing and applying stakeholder feedback and insights.

Shareholder Outreach and Engagement

We believe that on-going shareholder engagement is a key component of effective corporate governance that allows the Company to better understand evolving trends and enable strategic decision-making to deliver shareholder value. We conduct shareholder outreach throughout the year to ensure that management and the Board understand and consider our shareholders’ views on important issues.

Senior leaders and subject matter experts from the Company meet routinely with representatives from many of our institutional shareholders and periodically with proxy advisory firms to discuss CSX’s financial and operating performance, business strategy, corporate governance, executive compensation, and ESG matters. Members of the Board participate in these meetings from time to time. In addition, the Company continues to successfully engage with shareholders to advance issues that are in the best interests of our broad and diverse shareholder base.

In addition to this shareholder outreach, CSX also engages with shareholders and other interested parties through its participation in industry and investment community conferences, investor road shows, and analyst meetings. In 2021, CSX maintained an active shareholder outreach program, including investor conferences, small group meetings, and non-deal roadshows. The Company leveraged the continued use of virtual meetings to expand international outreach, meeting with investors in Europe, Asia and Australia. In 2021, CSX hosted meetings with 110 unique firms, representing $12.2 trillion of equity assets under management.

Interested parties who wish to communicate with management, the Board, or with a particular director, may forward appropriate correspondence to CSX Corporation, Office of the Corporate Secretary, 500 Water Street, C160, Jacksonville, Florida 32202. Pursuant to procedures established by the non-management directors of the Board, the Office of the Corporate Secretary will forward appropriate correspondence to the Board or a particular director. Appropriate correspondence generally includes any legitimate, non-harassing inquiries or statements.

Principles of Corporate Governance

The Board is committed to corporate governance principles and practices that facilitate the fulfillment of its fiduciary duties to the Company and its shareholders. The Board has adopted Corporate Governance Guidelines that reflect the high standards that employees, investors, customers, suppliers and others should expect. Key corporate governance principles observed by the Board and the Company include:

■	separation of the roles of Board Chair and Chief Executive Officer;
■	nomination of a slate of directors for election to the Board, a substantial majority of which are independent, as that term is defined in the NASDAQ listing standards;
■	establishment of qualification guidelines for director candidates and review of each director’s performance and continuing qualifications for Board membership;
■	the requirement that the Audit Committee, Compensation and Talent Management Committee, and Governance and Sustainability Committee be comprised solely of independent directors;
■	authority for the Audit, Compensation and Talent Management, and Governance and Sustainability Committees to retain outside, independent advisors and consultants when appropriate;
■	adoption of a Code of Ethics, which meets applicable rules and regulations and covers all directors, officers and employees of CSX;
■	adoption of a Policy Regarding Shareholder Rights Plans, establishing parameters around the adoption of any future shareholder rights plan, including the expiration of any such plan within one year of adoption if the plan does not receive shareholder approval or ratification;
■	adoption of a Policy Regarding Shareholder Approval of Severance Agreements requiring shareholder approval of certain future severance agreements with senior executives that provide benefits in an amount exceeding a threshold set forth in the policy;
■	a majority voting standard with a director resignation policy in an uncontested election; and
■	adoption of a proxy access bylaw with market terms.

CSX’s Corporate Governance Guidelines and Code of Ethics are available on the Company’s website at http://investors.csx.com under the heading “Environmental, Social and Governance.” Shareholders may also request a free copy of any of these documents by writing to CSX Corporation, Office of the Corporate Secretary, 500 Water Street, C160, Jacksonville, Florida 32202. Any waivers of or changes to the Code of Ethics that apply to our directors or executive officers will be disclosed on CSX’s website at http://www.csx.com. There were no waivers to the Code of Ethics in 2021.


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Board Leadership and Committee Structure

The Board believes that at this time, and based on the Company’s current circumstances, the positions of Board Chair and CEO should be separate, with the Board Chair role being filled by an independent director. The duties of the Board Chair include: (i) calling special meetings of the Board; (ii) presiding at all meetings of the Board and shareholders; (iii) determining the agenda, schedule and meeting materials for meetings of the Board in consultation with the Vice Chair of the Board; (iv) guiding Board discussions and facilitating discussions between the Board and the Company’s management; (v) interacting with the Company’s analysts, investors, employees and other key constituencies; and (vi) keeping the Vice Chair informed, and consulting with the Vice Chair as to material developments regarding CSX.

The Chair of the Board is assisted by a Vice Chair. The duties of the Vice Chair include: (i) providing input on the agenda, schedules and meeting materials for meetings of the Board; (ii) assisting in guiding Board discussions and facilitating communication between the Board and the Company’s management; (iii) interacting with the Company’s analysts, investors, employees and other key constituencies; (iv) performing the duties of Board Chair in the absence or at the request of the Board Chair; and (v) keeping the Board Chair informed, and consulting with the Board Chair, as to material internal and external discussions the Vice Chair has, and material developments the Vice Chair learns about the Company and the Board.

The Board has five standing committees: the Audit Committee, the Compensation and Talent Management Committee, the Executive Committee, the Finance Committee, and the Governance and Sustainability Committee. Each of these committees has a written charter approved by the Board, a copy of which can be found on the Company’s website at http://investors.csx.com under the heading “Environmental, Social and Governance.”

The primary functions of the Audit Committee include oversight of: (i) the integrity of the Company’s financial statements and accounting methodology; (ii) the Company’s compliance with legal and regulatory requirements; (iii) the Independent Registered Public Accounting Firm’s qualifications, independence and performance; (iv) the Company’s risk management processes; and (v) the Company’s internal audit function.

The Audit Committee recommends the appointment of the Independent Registered Public Accounting Firm and the Board approves the selection. This appointment is then submitted to shareholders for ratification. The Audit Committee also approves compensation of the Company’s Independent Registered Public Accounting Firm, reviews the scope and methodology of the proposed audits, reviews the Company’s financial statements and monitors the Company’s internal control over financial reporting. The Audit Committee is responsible for the approval of all services performed by the Independent Registered Public Accounting Firm. The Audit Committee maintains procedures for the receipt and treatment of complaints regarding the Company’s accounting, internal accounting controls or auditing matters. As part of its risk management responsibilities, the Audit Committee oversees cybersecurity risks.

The Audit Committee has five members, each of whom the Board, upon recommendation of the Governance and Sustainability Committee, has determined to be independent pursuant to the independence standards promulgated by NASDAQ and the SEC.

The Board has determined that all members of the Audit Committee are financially literate and Messrs. Moffett and Whisler have been designated as audit committee financial experts, as that term is defined by SEC rules and regulations. Please refer to the Report of the Audit Committee below for additional information.


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	Compensation and Talent Management Committee		Meetings in 2021: 8		Independent Members: 5/5

Committee
Members

Steven T. Halverson
(Chair)
Donna M. Alvarado
Linda H. Riefler

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, evaluate the CEO’s performance in light of those goals and objectives, and as directed by the Board, set the level of compensation of the CEO based on such evaluation; and (v) review the 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.

	Finance Committee		Meetings in 2021: 5		Independent Members: 5/5

Committee
Members

J. Steven Whisler (Chair)
Thomas P. Bostick
Paul C. Hilal

David M. Moffett
James L. Wainscott

The primary functions of the Finance Committee include: (i) providing general oversight with respect to the Company’s capital structure, cash flows and key financial ratios; (ii) reviewing and monitoring corporate debt, 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.


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ITEM 1: ELECTION OF DIRECTORS

	Governance and Sustainability Committee		Meetings in 2021: 6		Independent Members: 5/5

Committee
Members

Linda H. Riefler (Chair)
Thomas P. Bostick
Paul C. Hilal

Suzanne M. Vautrinot
John J. Zillmer

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 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.

	Executive Committee		Meetings in 2021: 0		Independent Members: 6/7

Committee
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.


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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

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 average closing price of CSX common stock in the months of November 2020, December 2020 and January 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.


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2021 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 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 $172,500 divided by the average closing price of CSX common stock in the months of November 2020, December 2020 and January 2021, which was $30.11 on a post-split basis. All such stock awards to directors vested immediately upon grant. Mr. Zillmer’s amount also includes a Non-Executive Chair of the Board stock grant based on the February 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 exceed $10,000 for any director were: (i) the Company match under the Directors’ Matching Gift Program, which includes matches in the following amounts: $50,000 for each of Messrs. Halverson and Wainscott, $25,000 for Mr. Whisler, and $20,000 for Maj. Gen. (ret.) Vautrinot.

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

Introducing Our 2030 Environmental Goals:

Continue working toward our science-based target to reduce GHG emissions intensity by 37.3%, using 2014 as our baseline.

To achieve this goal, we will continue to make network and operational improvements while investing in technologies that will create transformational change in the railroad industry.

Reduce the amount of hazardous waste generated from ongoing operations by 30%.

To achieve this goal, we will re-evaluate our purchasing practices, provide training to project managers and utilize product recycling wherever possible.

Expand efforts to engage our supply chain through evaluation of GHG quantification, ESG goals, and evaluation of risks and opportunities by engaging our suppliers through CDP Supply Chain.

To achieve this goal, we will partner with suppliers to create efficiencies and positively impact our businesses, our stakeholders and the environment.

Increase the company’s use of renewable energy to 50% of the Scope 2 footprint.

To achieve this goal, we will develop a viable Scope 2 strategy to include partnerships, energy audits, energy efficiency retrofits and renewable energy.

Decrease the amount of ongoing operations waste disposed in a landfill to less than 10% of volume.

To achieve this goal, we will identify those waste streams that can be reused or recycled and expand use of these alternative means of disposal.

SEC Form DEF 14A filed by CSX Corporation