DEF 14A of CSX Corp, Mar 25, 2024

DEF 14A of CSX Corp

Filed Mar 25, 2024 · FY20230000277948-24-000016

Open on EDGAR

  1. To Our Shareholders

    | Benefits | 86 | | Compensation Tables | 89 | | 2023 Summary Compensation Table | 89 | | 2023 Grants of Plan-Based Awards Table | 91 | | 2023 Outstanding Equity Awards at Fiscal Year-End | 93 | | 2023 Option Exercises and Stock Vested Table | 95 | | 2023 Pension Benefits Table | 96 | | 2023 Non-qualified Deferred Compensation Table | 96 | | Potential Payouts Under Change-of-Control Agreements | 97 |

  2. To Our Shareholders

    | CEO Pay Ratio | 100 | | Pay Versus Performance | 101 | | CEO Pay-for-Performance Alignment | 103 | | Equity Compensation Plan Information | 106 |

  3. Overview of Incentive Payouts

    Overview of Incentive Payouts The following tables demonstrate the Company’s 2023 achievements against each target and the overall resulted payout under our 2023 short and long-term incentive plans.

  4. Overview of Incentive Payouts

    | 2023 MICP Performance Measure(1) | Threshold(1) (0% – 50% payout) | Target (100% payout) | Maximum (200% payout) | Individual Measure Payouts | Resulted Company Payout | Total Payout for All NEOs | | Financial Goals – 70% weighting | | | | | | | | Operating Income (30% weighting) | | | | 33% | | | | Operating Ratio(2) (30% weighting) | | | | 32% | | | | Initiative-based Revenue Growth(3) (10% weighting) | | | | 20% | 115% | 115%(5) | | ESG (Safety and Environmental) and Operational Goals(4) – 30% weighting | | | | | | | | FRA Personal Injury Rate (5% weighting) | | | | 10% | | | | FRA Train Accident Rate (5% weighting) | | | | 0% | | | | Trip Plan Compliance (10% weighting) | | | | 20% | | | | Fuel Efficiency (10% weighting) | | | | 0% | | |

  5. Overview of Incentive Payouts

    (1)Performance measure payouts are determined independently and each measure could result in a threshold payout range from 0% to 50% as shown, where applicable, in the table. (2)The 2023 MICP terms provided for a formulaic adjustment to the operating ratio performance goal by a predetermined amount if the average cost of highway diesel fuel was outside the range of $4.00 to $4.50 per gallon. This adjustment was designed to account for the potential impact that volatile fuel prices have on expenses and operating ratio. Because the 2023 average price per gallon was $4.21 for highway diesel fuel, which was within the range, there was no adjustment to the operating ratio goal. (3)Initiative-based Revenue Growth is a non-GAAP measure calculated by the amount of newly generated line-haul revenue associated with specific customer initiatives in the year. Line-haul revenue is the revenue generated from moving traffic, excluding fuel surcharge, before any costs or expenses are deducted. (4)Certain safety actuals and operations performance can continue to settle over time. The Company’s 2023 achievements demonstrated in this table reflect actuals as of around the time the Committee approved the overall resulted payout in early 2024. (5)No individual performance adjustments were applied to 2023 payouts for any NEO.

  6. Overview of Incentive Payouts

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  7. Overview of Incentive Payouts

    | 2021-2023 LTIP Performance Measure | Threshold (25% payout) | Target (50% payout) | Maximum (100% payout) | Payout | | Average Annual Operating Income Growth Rate (50% weighting) | | | | 200% of Target | | Cumulative Free Cash Flow(1) (50% weighting) | | | | | | Relative TSR (Modifier) | | | | -19% | | Total Payout: | | | | 162% of Target |

  8. Overview of Incentive Payouts

    (1)Free cash flow is a non-GAAP measure calculated by using net cash provided by operating activities and adjusting for property additions and proceeds and advances from property dispositions. Free cash flow represents cash available for both equity and bond investors to be used for dividends, share repurchases or principal reduction on outstanding debt.

  9. Overview of Incentive Payouts

    | | The Board unanimously recommends that the shareholders vote AGAINST this proposal. | | ITEM 4 Shareholder Proposal Requesting a Railroad Safety Committee As discussed in more detail in the “Shareholder Proposal” section below beginning on page 110 of this Proxy Statement. | |

  10. Overview of Incentive Payouts

    | 2024 Proxy Statement | 18 |

  11. Overview of Incentive Payouts

    | ITEM 1 | Election of Directors |

  12. Director Nominees

    Director Nominees As of the date of this Proxy Statement, the Board has no reason to believe that any of the following director nominees 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. Information regarding each of the director nominees follows. Descriptions of key skills and qualifications in these biographies are intentionally limited to emphasize only four notable areas of focus for each nominee and thus are not reflective of all the key skills and qualifications possessed by each director nominee. Nominees have acquired these key skills and qualifications, those additional key skills included in the “Board Key Skills and Experiences” section beginning on page 35 below and others through direct experience, education, training and oversight responsibilities. Each of the following director nominees has consented to being named in this Proxy Statement and to serve if elected.

  13. Director Nominees

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

  14. Director Nominees

    | 2024 Proxy Statement | 20 |

  15. Director Nominees

    | | Donna M. Alvarado, 75 Independent Director Nominee Director since 2006 | | | Career Highlights nFounder and current President of Aguila International, a business-consulting firm that specializes in human resources and leadership development, since 1994. nServed as President and Chief Executive Officer of Quest International, a global educational publishing company, from 1989 to 1993. nServed as Chairwoman of the Ohio Board of Regents. nAppointed to various executive and legislative staff positions at the U.S. Department of Defense and the U.S. Congress. nAppointed by President Ronald Reagan to lead the federal agency ACTION, the nation’s premier agency for civic engagement and volunteerism. Other Leadership Experience Ms. Alvarado has served on boards in the manufacturing, banking, transportation and service industries. She has also led state and national workforce policy boards. | | Key Skills and Qualifications nCorporate Governance Serves as President of Aguila International and previously served as President and Chief Executive Officer of Quest International. Also serves on public company boards, including as the chair of the nominating and governance committee of each of CoreCivic, Inc. and Park National Corporation. nGovernment/Regulated Industries Served in several senior management governmental roles at both the state and federal levels. nRisk/Crisis Management Relevant experience through her roles at the U.S. Department of Defense and on audit committees of public company boards. nHuman Capital Management Expertise in human resources and leadership development through her work at Aguila International. Also served on state and national workforce policy boards. Other Current Public Company Directorships nCoreCivic, Inc. nPark National Corporation | | CSX Committee Assignments and Rationale Audit nOversight of company financials, compliance with legal and regulatory requirements and risk management processes in her roles as President of Aguila International and as President and Chief Executive Officer of Quest International. nRisk and crisis management experience obtained through her roles with the U.S. Department of Defense and the U.S. Congress. Also, years of experience on audit committees of public company boards. | | Compensation and Talent Management nDecades of experience as the President of a business-consulting firm that specializes in human resources and leadership development. nService on multiple state and national workforce policy boards. Proven leadership on and commitment to promoting diversity, pay equity and inclusion and civic and community involvement. |

  16. Director Nominees

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  17. Director Nominees

    | | Thomas P. Bostick, 67 Independent Director Nominee Director since 2020 | | | Career Highlights nChief Executive Officer of Bostick Global Strategies, LLC, a boutique management consulting firm that specializes in areas such as government contracting, engineering, environmental sustainability, human resources, biotechnology, executive coaching, organizational operations and transformation and project management, since 2016. nServed as Chief Operating Officer and President of Intrexon Bioengineering, a division of Intrexon Corporation, a public company, which seeks to advance biologically engineered solutions to improve sustainability and efficiency, from 2016 to 2020. Led a major restructuring that resulted in Intrexon being renamed as Precigen. nRetired as a U.S. Army Lieutenant General in 2016. nServed as Chief of Engineers and Commanding General of the U.S. Army Corps of Engineers, where he was responsible for most of the nation’s civil works infrastructure and military construction. nServed as the U.S. Army’s Director of Human Resources and led the U.S. Army Recruiting Command. Other Leadership Experience Lt. Gen. (ret.) Bostick was deployed during Operation Iraqi Freedom as second in command of the 1st Cavalry Division and later commanded the U.S. Army Corps of Engineers Gulf Region Division with over $18 billion in construction. He is an independent director on the board of Perma-Fix, a nuclear services company and leading provider of nuclear | | and mixed waste management. He serves as an independent trustee on the Equity and High Income Fund Board of Fidelity Investments, Inc., a privately-owned investment management company. He is an independent director on the board of Allonnia, a biotech company focused on environmental challenges, and on the board of HireVue, which uses artificial intelligence and data analytics to transform the way organizations discover, engage and hire the best talent. He is a Member of the National Academy of Engineering and the National Academy of Construction. Key Skills and Qualifications nBusiness Operations Served as Chief Operating Officer and President of Intrexon Bioengineering, now known as Precigen. Led the U.S. Army Corps of Engineers, the world’s largest public engineering organization. nGovernment/Regulated Industries Long-tenured service and distinguished career in commanding roles with the U.S. military. nHuman Capital Management Expertise through his service as the U.S. Army’s Director of Human Resources, leadership in the U.S. Army Recruiting Command and work at Bostick Global Strategies, LLC. nSustainability Relevant experience through his leadership and project management oversight at the U.S. Army Corps of Engineers and several companies focused on sustainability and leadership of an ESG subcommittee at Perma-Fix Environmental Services, Inc. Other Current Public Company Directorships nPerma-Fix Environmental Services, Inc. | | CSX Committee Assignments and Rationale Finance nOversight of company capital structure, cash flows and key financial ratios or metrics in his role as Chief Executive Officer of Bostick Global Strategies, LLC and as Chief Operating Officer and President of Intrexon Bioengineering. Financial management experience 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. nService as an independent trustee on the Equity and High Income Fund Board overseeing equity funds and high-yield funds sponsored by Fidelity Investments, Inc., a privately-owned investment management company. | | Governance and Sustainability nNumerous leadership roles in public and private companies and the U.S. military, with experience in evaluating and overseeing leadership and management structures. nLeadership at the U.S. Army Corps of Engineers and several companies focused on sustainability, including addressing environmental challenges. |

  18. Director Nominees

    | 2024 Proxy Statement | 22 |

  19. Director Nominees

    | | Anne H. Chow, 57 New Independent Director Nominee | | | Career Highlights nServed as Chief Executive Officer of AT&T Business from 2019 to 2022, where she was responsible for leading a $35 billion global operating unit comprised of 35,000 people that provided communications and networking solutions to businesses across the world, including nearly all Fortune 1000 companies and the public sector across the U.S. nHeld a variety of other executive leadership positions at AT&T across product management, marketing, sales, customer service and operations, partner ecosystems and network engineering, including President – National Business, President – Integrator Solutions and Senior Vice President – Premier Client Group, since 2000. nCurrently serves as a Lead Director of Franklin Covey, a company dedicated to organizational transformation. Also serves as a director of 3M, a company focused on material science innovation for impact. nFounder of The Rewired CEO, a business services firm, where she has served as Chief Executive Officer since 2022. Other Leadership Experience Ms. Chow has been and is currently involved as a board or advisory member in organizations including the Georgia Tech President's Advisory Board, Dallas Mavericks Advisory Council, Girl Scouts of the USA, New Jersey Chamber of Commerce, the Asian American Justice Center and APIA Scholars. | | Key Skills and Qualifications nBusiness Operations Decades of executive leadership positions at AT&T, including as Chief Executive Officer of AT&T Business, where she successfully served customers across nearly all industries while driving business transformation and performance, extensive distribution and global and cross-functional experience in management and a master’s degree in business administration from Cornell University. nCorporate Governance Experience as a director at other public companies, including in board leadership positions such as Lead Independent Director, Chair of the Nominating Committee at Franklin Covey. Substantial local and national nonprofit governance and community advisory experience. nCybersecurity Expertise Proven leadership and expertise as Chief Executive Officer of AT&T Business, where she oversaw the development and deployment of the entire business portfolio suite including fiber, wireless, cloud, 5G, networking, cybersecurity and managed and professional services including partnership ecosystems. nHuman Capital Management Extensive talent management experience through her long-tenured career including roles as Chief Executive Officer and President with deep expertise in talent, culture and inclusion. Currently serves as Senior Fellow and Adjunct Professor of Executive Education at Northwestern University’s Kellogg School of Management. Other Current Public Company Directorships nFranklin Covey Co. n3M |

  20. Director Nominees

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  21. Director Nominees

    | | Steven T. Halverson, 69 Independent Director Nominee Director since 2006 | | | Career Highlights nServed as Chairman from 2010 to 2021, and President and Chief Executive Officer from 1999 to 2018, of The Haskell Company, one of the largest design-build and engineering and construction firms in the U.S. nServed as Senior Vice President of M.A. Mortenson, a national construction firm. nServed as a director from 2014 to 2023 of GuideWell Mutual Holding Corporation, a not-for-profit company that is the parent to a family of companies focused on advancing health care, including health insurance group Blue Cross and Blue Shield of Florida, for which Mr. Halverson also served as a director from 2010 to 2023. nCurrently serves as a director of Gilbane, Inc., a 150-year old global real estate and construction company that is one of the nation’s largest companies in its industries. Other Leadership Experience Mr. Halverson has served as the chair of professional and business organizations such as the Construction Industry Roundtable, the Design-Build Institute of America and the National Center for Construction Education and Research. He has also served as the chair of several civic organizations, including the Florida Council of 100, the Florida Chamber of Commerce and the Jacksonville Civic | | Council. He is a certified fellow of the National Association of Corporate Directors and received certification in ESG Governance from Berkley Law School. Key Skills and Qualifications nBusiness Operations Decades of relevant experience through his service as Chairman, President and Chief Executive Officer of The Haskell Company and executive positions with M.A. Mortenson, during which he gained extensive and unique insight on the national construction industry and, accordingly, the U.S. economy. nCorporate Governance Led as Chairman of The Haskell Company and the chair of various professional, business and civic organizations. nGovernment/Regulated Industries Served on multiple civic councils, appointed boards and commissions, through which he helped advise on and advocate for federal, state and local economic policies. nHuman Capital Management Expertise through his long-tenured role as Chief Executive Officer and significant service on compensation committees focused on talent management. Other Current Public Company Directorships nNone | | CSX Committee Assignments and Rationale Audit nOversight of financial statements, compliance with legal and regulatory requirements and risk management processes in his decades-long tenure as Chairman, President and Chief Executive Officer of The Haskell Company and from his broader experience with the national construction industry. nKnowledge of legal, regulatory and policymaking risks and processes through his years of leadership experience with organizations in highly regulated industries and on multiple civic councils. Also, many years of experience serving on the CSX Audit Committee. | | Compensation and Talent Management (Chair) nHuman capital management expertise gained through his many years of leadership as President and Chief Executive Officer of The Haskell Company. Proven commitment to civic and community involvement. nExtensive service on compensation committees of public company boards, including 14 years serving as the Chair of the CSX Compensation and Talent Management Committee. | | Executive nAppointed due to his role as Chair of the Compensation and Talent Management Committee. | | |

  22. Director Nominees

    | 2024 Proxy Statement | 24 |

  23. Director Nominees

    | | Paul C. Hilal, 57 Independent Director Nominee / Vice Chair of the Board Director since 2017 | | | Career Highlights nFounder and Chief Executive Officer of Mantle Ridge LP, an investment firm founded in 2016 that actively stewards and assists portfolio companies. nServes as Vice Chairman of Dollar Tree. nServed as Vice Chairman of Aramark from 2019 to 2023. nServed as a partner and senior investment professional at Pershing Square Capital Management from 2006 to 2016. nServed as a director of Canadian Pacific Railway Limited from 2012 to 2016. nServed as Chairman and acting Chief Executive Officer of Worldtalk Communications from 1999 to 2000. nDecades’ worth of experience serving on or leading governance committees, compensation committees, finance committees and executive committees of public-company boards. Other Leadership Experience Mr. Hilal currently serves on the Board of Overseers of Columbia Business School and previously served 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. | | Key Skills and Qualifications nCorporate Governance Currently serves as Vice Chairman of Dollar Tree and previously served as Vice Chairman of Aramark and Chairman of Worldtalk Communications. Over a decade of experience serving on nominating and governance committees. nFinance/Capital Allocation Extensive experience with leading capital management organizations, including control of his own capital management firm. Proven expertise as a value investor, capital allocator and engaged director driving shareholder value. nHuman Capital Management Relevant talent management experience through his role as a Chief Executive Officer, in senior management positions and as a director. nTransportation Industry/Supply Chain Management Railroad industry experience and perspective through his service as a director of Canadian Pacific Railway Limited in addition to his long tenure of service on the Board of CSX. Other Current Public Company Directorships nDollar Tree | | CSX Committee Assignments and Rationale Finance nExtensive experience in senior leadership roles of investment and capital management organizations. Expertise with investment policies, capital allocation, financing and policies and practices related to driving shareholder value. nYears of service on finance committees of public company boards, including of Canadian Pacific Railway Limited and Dollar Tree, Inc., in addition to CSX. Executive nAppointed due to his role as Vice Chair of the Board of Directors. | | Governance and Sustainability nCorporate governance experience gained through several board leadership roles at public companies, including service as Chairman of Worldtalk Communications and Vice Chairman of the boards of CSX, Dollar Tree and Aramark. These include more than a decades’ worth of experience on nominating and governance committees. Also, oversight of governance matters in his role as Founder and Chief Executive Officer of his own investment firm. nExperience with sustainability policies, strategies and programs and political giving policies and community affairs activities through his roles as a value investor and engaged steward during corporate transformations and his service on the Board of Overseers of Columbia Business School and the Board of the Grameen Foundation. |

  24. Director Nominees

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  25. Director Nominees

    | | Joseph R. Hinrichs, 57 Management Director Nominee / President and Chief Executive Officer Director since 2022 | | | Career Highlights nServed as President of Ford Motor Company’s global automotive business from 2019 to 2020, where he led the company’s automotive operations. Previously held other positions at Ford, including President of Global Operations, from 2017 to 2019, President of the Americas, from 2012 to 2017, and President of Asia Pacific and Africa, from 2009 to 2012. nCurrently serves as: a member of the board of directors of The Goodyear Tire & Rubber Company; Chairman of the board of directors of Exide Technologies, a battery manufacturer and leading provider of advanced energy solutions; a venture partner at First Move Capital, an investment firm; an automotive advisory board member at Luminar Technologies, a global automotive technology company ushering in a new era of vehicle safety and autonomy; and a strategic advisor at mircroDrive, a company in the advertising services industry that provides a SaaS platform created specifically for hyper-local influencer marketing. nServed as a partner and Senior Vice President at Ryan Enterprises, a private equity group. nSpent 10 years at General Motors in various engineering and manufacturing leadership roles. nServed as Chairman of the National Minority Supplier Development Council from 2016 to 2019 and also served on the boards of CEO Climate Dialogue, Climate Leadership Council and the U.S.-China Business Council. | | Other Leadership Experience Mr. Hinrichs has more than 30 years’ experience in the global automotive, manufacturing and materials planning and logistics sectors. He has served on the boards of several other companies, including Rivian Automotive, Inc., Ford Motor Credit Company, GPR and Ascend Wellness Holdings. Key Skills and Qualifications nBusiness Operations Decades of relevant experience through his senior management positions with Ford Motor Company, where he enabled Ford to execute world-class manufacturing on a global scale, and other leadership and advisory roles. nHuman Capital Management Proven track record during his tenure in leadership positions, especially at Ford Motor Company, around employee engagement, building a one-team workforce and prioritizing safety and an inclusive culture. nTransportation Industry/Supply Chain Management Extensive automotive industry experience and perspective through his service at Ford Motor Company and General Motors, which is an industry with dynamics similar to rail. nSustainability Demonstrated commitment to sustainability in his work at Ford Motor Company, advisory services to companies advancing electric vehicle adoption and leadership on climate organizations. Other Current Public Company Directorships nThe Goodyear Tire & Rubber Company | | CSX Committee Assignments and Rationale Executive (Chair) nAppointed due to his role as Chief Executive Officer of CSX. | | |

  26. Director Nominees

    | 2024 Proxy Statement | 26 |

  27. Director Nominees

    | | David M. Moffett, 72 Independent Director Nominee Director since 2015 | | | Career Highlights nServed as Chief Executive Officer and a director of the Federal Home Loan Mortgage Corporation from 2008 until his retirement in 2009. nServed as a Senior Advisor with The Carlyle Group, one of the world’s largest and most diversified global investment firms, from 2007 to 2008. nServed as Vice Chairman and Chief Financial Officer of U.S. Bancorp from 2001 to 2007, after its merger with Firststar Corporation. nServed as Vice Chairman and Chief Financial Officer of Firststar Corporation from 1998 to 2001. nServed as Chief Financial Officer of StarBanc Corporation, a predecessor to Firststar Corporation, from 1993 to 1998. Other Leadership Experience Mr. Moffett serves as a trustee on the Board of Columbia Threadneedle Mutual Funds, overseeing approximately 170 funds within the Columbia Funds mutual fund complex. He also serves as a trustee for the University of Oklahoma Foundation and has served as a consultant to Bridgewater and Associates. | | Key Skills and Qualifications nCorporate Governance Substantial leadership experience as an executive and vice chair of major financial institutions and as a trustee in connection with Columbia Funds and the University of Oklahoma Foundation. nFinance/Capital Allocation Served for many years as a Chief Financial Officer in the banking industry, during which he was responsible for financial and asset management. nAccounting/Financial Reporting Extensive expertise in corporate accounting and reporting and overseeing financial statements through decades of leading financial institutions. nRisk/Crisis Management Served in senior management roles in the risk-intensive and highly regulated banking industry for more than 30 years and on audit committees of public company boards, including as the chair of the audit committee of PayPal. Other Current Public Company Directorships nPayPal Holdings, Inc. | | CSX Committee Assignments and Rationale Audit (Chair) nDecades of experience in corporate accounting and oversight of financial statements, compliance with legal and regulatory requirements, risk management processes and internal audit functions through his significant leadership roles in the financial services and banking industry, which is a risk-intensive and highly regulated industry. Also, years of experience on audit committees of public company boards, including as the chair of the audit committee of PayPal. nMeets the qualifications of an “Audit Committee Financial Expert” as defined by SEC rules and regulations. | | Finance nMany years of service in senior leadership roles in the banking industry, including as chief executive officer and chief financial officer. nCapital allocation and strategic financial expertise gained through his direct oversight of financial and asset management for major financial institutions. | | Executive nAppointed due to his role as Chair of the Audit Committee. | | |

  28. Director Nominees

    | 27 | |

  29. Director Nominees

    | | Linda H. Riefler, 63 Independent Director Nominee Director since 2017 | | | Career Highlights nServed as Chair of Global Research at Morgan Stanley from 2011 to 2013, after having served as Global Head of Research since 2008. nServed as Chief Talent Officer at Morgan Stanley from 2006 to 2008. nServed on both the Management and the Operating Committees at Morgan Stanley. nJoined Morgan Stanley in 1987 in the Capital Markets division and was elected a managing director in 1998. nServes on the executive leadership team of Stanford Women on Boards, whose mission is to cultivate and place exceptional women for board services. nServed on the boards of Stanford Graduate School of Business and Choate Rosemary Hall. Other Leadership Experience Ms. Riefler has served on the board of North American Partners in Anesthesia, a private equity-owned national health care company, since 2016. She is also the former chair of an educational non-profit, Pencils of Promise, which is committed to literacy in global rural underserved communities. | | Key Skills and Qualifications nCorporate Governance Relevant experience and perspective through her service on the executive leadership team of Stanford Women on Boards and various boards, including as the chair of the compensation committee at MSCI, Inc. Expertise and commitment to leadership on corporate governance reflected in her co-authorship of the Stanford Women on Boards “Leading-Edge Stewardship: A Roadmap to Board Excellence” and a companion piece “Leading-Edge Stewardship: A Personal Roadmap for Building Your Personal Effectiveness in the Boardroom.” Recognized for her “outstanding work by an independent director” at the 2023 Corporate Governance Awards, hosted by Governance Intelligence (formerly Corporate Secretary). nFinance/Capital Allocation In-depth knowledge of company valuation and the global capital markets through her decades of service at Morgan Stanley. Long board tenure with MSCI, Inc., a global provider of indices and decision support tools and services. nHuman Capital Management Expertise in talent management through her role as Chief Talent Officer at Morgan Stanley. Commitment to diversity, including in board composition, reflected through her service at Stanford Women on Boards. nSustainability Extensive experience through 16 years’ service on the board of MSCI, Inc., a global leader in ESG and climate-related research and solutions. Other Current Public Company Directorships nMSCI, Inc. | | CSX Committee Assignments and Rationale Compensation and Talent Management nHuman capital and talent management expertise acquired through her tenure as Chief Talent Officer for Morgan Stanley. Also, years of experience as the chair of the compensation committee at MSCI, Inc. nProven commitment to diversity, pay equity and inclusion demonstrated through her service on the leadership team of Stanford Women on Boards and service on the board of a non-profit committed to underserved communities. Executive nAppointed due to her role as Chair of the Governance and Sustainability Committee. | | Governance and Sustainability (Chair) nExtensive corporate governance experience and expertise through her service on the executive leadership team of Stanford Women on Boards and various boards, demonstrated through her leadership on considering and adopting good governance practices, including at CSX, and co-authorship of material on board governance. nValuable insights and commitment to sustainability developed through her 16 years of service on the board of MSCI, Inc., a global leader in ESG and climate-related research and solutions, and reflected in her engagement in opportunities to stay informed on the changing industry, societal and regulatory landscapes, stakeholder expectations and ESG issues. |

  30. Director Nominees

    | 2024 Proxy Statement | 28 |

  31. Director Nominees

    | | Suzanne M. Vautrinot, 64 Independent Director Nominee Director since 2019 | | | Career Highlights nPresident of Kilovolt Consulting, Inc., a cybersecurity strategy and technology consulting firm, since October 2013. nRetired from the U.S. Air Force (the “USAF”) as a Major General in 2013, following a distinguished 31-year career. nServed as Commander of various satellite, space surveillance and space command and control units from 1996 to 2008. nServed as Commander of the USAF Recruiting Command. nServed as Commander of the USAF’s Cyber Command from 2011 to 2013. nServed as Deputy Commander for the Joint Functional Component Command-Network Warfare. nServed as the USAF Director of Plans and Policy, U.S. Cyber Command. nInducted into the National Academy of Engineering. Other Leadership Experience Maj. Gen. (ret.) Vautrinot serves in board leadership positions at other public companies, including as Chair of the Safety, Health and Environment Committee of Ecolab Inc., Chair of the Nominating and Governance Committee at Parsons Corporation and former Chair of the Technology Subcommittee of the Risk Committee of Wells Fargo & | | Company. She also served as a director of Norton Life Lock Inc. (formerly Symantec Corporation) from 2013 to 2019. She is currently a member of the NACD Climate Advisory Council. Key Skills and Qualifications nBusiness Operations During her 31-year career in leadership and commanding roles at the USAF, oversaw a multi-billion dollar cyber enterprise and led a workforce of 14,000 personnel conducting offensive and defensive cyber operations worldwide. nRisk/Crisis Management Extensive relevant experience through her service in the USAF in creating, operating and protecting U.S. space and cyber assets globally. nHuman Capital Management Expertise in workforce development and talent management through her years in USAF leadership positions and as Commander of the USAF Recruiting Service. nCybersecurity Expertise Proven leadership and expertise as President of Kilovolt Consulting, Inc. and led the USAF’s Cyber Command and the Joint Functional Component Command-Network Warfare. Other Current Public Company Directorships nEcolab Inc. nParsons Corporation nWells Fargo & Company | | CSX Committee Assignments and Rationale Audit nExtensive cybersecurity and technology experience and expertise obtained through her distinguished service in the USAF, including as Commander of the USAF’s Cyber Command, and as Deputy Commander for the Joint Functional Component Command-Network Warfare, where she influenced the development and application of critical cybersecurity technology and the oversight, creation and protection of U.S. cyber assets. Also, over a decade of experience as the President of a cybersecurity strategy and technology consulting firm. nDeep risk and crisis management expertise through her 31-year career in leadership and commanding roles at the USAF, including defending U.S. space and cyber assets globally, and her service on the Risk Committee and as Chair of the Technology Subcommittee of the Wells Fargo board, as well as service on the board of Norton Life Lock (formerly Symantec Corporation). Also, years of experience on audit committees of public company boards. | | Governance and Sustainability nOversight of governance matters as the President of Kilovolt Consulting, Inc. and through her leadership roles in the U.S. military, which includes experience in evaluating and overseeing leadership and management structures. Also, years of service in multiple board leadership positions at other public companies. nExperience with sustainability policies, strategies and programs through her roles as Chair of the Safety, Health and Environment Committee of Ecolab Inc. and on the Corporate Governance & Responsibility Committee of Parsons Corporation and the Corporate Responsibility Committee of Wells Fargo & Company. |

  32. Director Nominees

    | 29 | |

  33. Director Nominees

    | | James L. Wainscott, 66 Independent Director Nominee Director since 2020 | | | Career Highlights nServed as Chairman, from 2006 to 2016, and President and Chief Executive Officer, from 2003 until his retirement in 2015, of AK Steel Holding Corporation, a leading steel production and manufacturing company. nJoined AK Steel in 1995 as Vice President and Treasurer and was appointed Chief Financial Officer two years later. nServed in a number of leadership positions at National Steel Corporation. Other Leadership Experience In January 2022, Mr. Wainscott was named Chair of the Council of Chief Executives, a group primarily consisting of retired Fortune 500 company CEOs. He served as Vice Chair of this organization from 2020 through 2021. He also serves on the board of directors of Parker-Hannifin Corporation, where he has been a board member since 2009 and has served as Lead Director since 2015. | | Key Skills and Qualifications nBusiness Operations Has held leadership roles, such as Chairman, President and Chief Executive Officer, at AK Steel Holding Corporation for over a decade and various other leadership positions with National Steel Corporation. nCorporate Governance Substantial relevant experience, including through service as Chairman of AK Steel Holding Corporation and Lead Director and Chair of the Corporate Governance and Nominating Committee at Parker-Hannifin Corporation. nAccounting/Financial Reporting In-depth knowledge through his years of service as Chief Executive Officer, Chief Financial Officer and Vice President and Treasurer at AK Steel Holding Corporation. nTransportation Industry/Supply Chain Management Proven expertise through his work and leadership in the steel industry. Other Current Public Company Directorships nParker-Hannifin Corporation | | CSX Committee Assignments and Rationale Compensation and Talent Management nHuman capital management expertise and valuable insights, especially on corporate culture, through his many years of leadership as President and Chief Executive Officer of AK Steel Holding Corporation and his numerous leadership positions at National Steel Corporation. nYears of experience on compensation committees of public company boards. | | Finance nOversight of various financial matters, such as capital structure, cash flows and key financial ratios or metrics, while serving in senior leadership roles, including as a chief executive officer, a chief financial officer and a vice president and treasurer. nIn-depth knowledge of financings, capital markets and investment policies through his decades of work and leadership at a global publicly traded company. |

  34. Director Nominees

    | 2024 Proxy Statement | 30 |

  35. Director Nominees

    | | J. Steven Whisler, 69 Independent Director Nominee Director since 2011 | | | Career Highlights nServed as Chairman and Chief Executive Officer of Phelps Dodge Corporation, a mining and manufacturing company, from 2000 to 2007. nServed in various leadership roles with Phelps Dodge, including as President and Chief Operating Officer, beginning in 1976. nServed as director of International Paper Company, a leading producer of fiber-based packaging and pulp, from 2007 to 2021. nServed as a director of US Airways Group, Inc., a holding company for several major commercial airlines, from 2005 to 2011. nServed as a director of Burlington Northern Santa Fe (“BNSF”) Railway from 1995 until its acquisition by Berkshire Hathaway in 2010. Other Leadership Experience During his tenure as Chief Executive Officer of 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. | | Key Skills and Qualifications nCorporate Governance Extensive experience in leadership roles with Phelps Dodge Corporation, including as Chairman and Chief Executive Officer, and service on the governance committees of public companies, including as Chair of the Nominating and Corporate Governance Committee of Brunswick Corporation. Served as Presiding Director of International Paper Company. nAccounting/Financial Reporting In-depth knowledge and experience through his service in a financial reporting oversight role as Chief Executive Officer, in combination with his status as a certified public accountant. nTransportation Industry/Supply Chain Management Substantial expertise through his long tenure on the boards of BNSF Railway and US Airways Group, Inc., from which he brings years of railroad and transportation industry knowledge, respectively. nSustainability Proven commitment through leadership of the “Quest for Zero” program at Phelps Dodge Corporation. Other Current Public Company Directorships nBrunswick Corporation | | CSX Committee Assignments and Rationale Audit nOversight of financial statements, compliance with legal and regulatory requirements and risk management processes in his roles as Chief Executive Officer and Chief Operating Officer of Phelps Dodge Corporation. Also, in-depth knowledge of accounting and financial reporting through his status a certified public accountant. nMeets the qualifications of an “Audit Committee Financial Expert” as defined by SEC rules and regulations. Executive nAppointed due to his role as Chair of the Finance Committee. | | Finance (Chair) nExperience in various aspects of financial matters, including oversight of capital structure, cash flow and key financial ratios, through his tenure as a chief executive officer and in other senior leadership roles. nIn-depth knowledge of financings, capital markets and investment policies through his many years of service as a director at publicly traded companies. Also, several years of experience serving on the CSX Finance Committee, including as the Chair of such committee. |

  36. Director Nominees

    | 31 | |

  37. Director Nominees

    | | John J. Zillmer, 68 Independent Director Nominee / Chair of the Board Director since 2017 | | | Career Highlights nCurrently serves as Chief Executive Officer of Aramark, a global food, facilities management and uniform services provider, since 2019. nServed as President and Chief Executive Officer of Univar Inc., a global chemical distributor and Fortune 500 company, from 2009 to 2012, where he also served as Executive Chairman. nServed as Chairman and Chief Executive Officer of Allied Waste Industries, from 2005 to 2008, until the merger of Allied Waste with Republic Services, Inc. nDuring his earlier career with Aramark, from 1986 to 2005, served in various senior executive positions, ultimately becoming President of Global Food and Support Service. nServed as a director of Reynolds American, Inc., from 2007 until its acquisition by British American Tobacco in 2017. nServed as a director of Veritiv Corporation, a full-service provider of packaging, publishing and hygiene products and a Fortune 500 company, from 2014 to 2020. nServed as a director of Performance Food Group Company, a leading food distributor and supplier, from 2015 to 2019. | | Other Leadership Experience Mr. Zillmer served as a director of Liberty Capital Partners, a private equity and venture capital firm specializing in start-ups, early stage, growth equity buyouts and acquisitions. He serves on the North American advisory board of CVC Partners. Key Skills and Qualifications nBusiness Operations Many years of service as a Chief Executive Officer at multiple public and large private companies, through which he demonstrated proven operating experience and led an operational transformation that has become an industry benchmark. nCorporate Governance Substantial relevant experience in his roles as Chairman and Chief Executive Officer and as a director at several companies. nHuman Capital Management Proven expertise as a leader of large workforces, and deep experience with labor relations, safety and talent management. nTransportation Industry/Supply Chain Management Extensive leadership experience and perspective in industries with substantial logistics and supply chain components. Other Current Public Company Directorships nEcolab Inc. nAramark | | CSX Committee Assignments and Rationale Compensation and Talent Management nHuman capital management expertise gained through his many years of leadership as a chief executive officer at multiple public and large private companies and oversight of various aspects of large workforces, including labor relations, safety and talent management. nYears of experience on compensation committees of public company boards. | | Governance and Sustainability nExtensive corporate governance experience and expertise through his roles as a chairman and chief executive officer and as a director at several public companies. nDemonstrated leadership at companies focused on sustainability and also operational transformation. | | Executive nAppointed due to his role as Chair of the Board. | | |

  38. Director Nominees

    | 2024 Proxy Statement | 32 |

  39. Director Nominees

    Corporate Governance | Director Commitments

  40. Shareholder Outreach and Engagement

    | What We Heard | | How We Responded | | Executive Compensation Program: broad support for our recent changes to the program based on shareholder feedback, as detailed in our 2023 Proxy Statement, with continued questions around certain performance measures in our incentive plans | | nIncreased the weighting of performance units from 50% to 60% in our long-term incentive plan nContinued commitment to more fulsome and specific disclosure of the performance measures utilized in our incentive plans as reflected in the CD&A section of this Proxy Statement nReplaced operating ratio with operating margin in our short-term incentive compensation plan (effective for the 2024 MICP) to support a growth mindset with focus on continued improvement nIntroduced additional rigor in evaluating an executive’s individual performance in our short-term incentive compensation plan | | Board Composition, Refreshment and Diversity: questions around our Board refreshment considerations, a desire for more Board gender diversity and positive reactions to our relevant policy change (as highlighted in the column to the right) | | nCommitted to more fulsome and specific disclosure of our Board refreshment policies and practices as reflected in the “Board Composition, Refreshment and Diversity” section of this Proxy Statement nAdopted a “Rooney Rule” embedded in the revised CSX Corporate Governance Guidelines, which requires individuals who self-identify as female and/or a racial or ethnic minority to be included in the initial pool of candidates when selecting new director nominees nSelected a slate of director nominees that is 33% female for consideration and election at the 2024 Annual Meeting | | Director Commitments: questions around our director commitments policy, positive reactions to our relevant policy change (as highlighted in the column to the right) and viewpoints on the commitments of our Board Chair | | nAdopted numerical limits in connection with director commitments embedded in the revised CSX Corporate Governance Guidelines, which provide: a director who serves as the CEO of a public company may not serve on more than three public company boards, including the CSX Board; and all other directors may not serve on more than five public company boards, including the CSX Board nDiscussed in our engagement meetings and disclosed in the “Director Commitments” section of this Proxy Statement our updated rationale for our continued support of our Board Chair | | Board Oversight: questions around our Board’s oversight of risk—especially as it relates to safety—and strategy | | nDiscussed in our engagement meetings and enhanced disclosures in the “Board of Directors’ Role in Risk Oversight” section of this Proxy Statement our Board’s policies and practices around risk oversight, with particular focus on safety as reflected in new disclosures under “Safety Oversight” in such section nDiscussed in our engagement meetings and disclosed in the new “Board of Directors’ Role in Strategy Oversight” section of this Proxy Statement our Board’s policies and practices around strategy oversight | | Environmental and Sustainability Initiatives: general support of our ESG initiatives and progress, and a desire to see more related public information on our sustainability efforts | | nPublished an enhanced 2022 ESG Report, with more detail on our various strategic initiatives nPublicly announced our ongoing investments in alternative fuels, analytics and tools to drive incremental efficiency, including for our customers | | Leadership Transitions and Culture: questions on our recent leadership transitions, including our Board’s role in the relevant succession planning efforts, and the impact on culture, with additional questions on our ONE CSX culture progress overall | | nDiscussed in our engagement meetings and updated disclosures in the “Board of Directors’ Role in Succession Planning” section of this Proxy Statement our recent leadership changes and our Board’s related succession planning polices and practices nDiscussed in our quarterly earnings calls and during industry and investment conferences our leadership’s vision for the Company and executive management actions accordingly, as well as the continued focus and progress on our ongoing cultural transformation |

  41. Director Compensation

    Director Compensation Our Board of Directors periodically reviews and sets the compensation for the non-employee directors based on the recommendation of the Governance and Sustainability Committee. Director compensation includes both cash and stock-based components. In recommending the amount and form of director compensation, the Governance and Sustainability Committee considers, among other factors, peer benchmarking data and the level of compensation necessary to attract and retain qualified, independent directors.

  42. Elements of Director Compensation

    Elements of Director Compensation The following chart shows our director cash and equity compensation for fiscal year 2023. At the end of 2022, the Governance and Sustainability Committee reviewed our non-employee director compensation levels and recommended adjustments, effective for 2023, to bring such levels in line with market practice among our peers. 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.

  43. Elements of Director Compensation

    | Base Compensation | | | Incremental Amount Above Base Compensation for Board Leadership Roles | | | | | | | | | | | | | | | $130,000 Annual Cash Retainer | $180,000 Annual Equity(1) | | $250,000 Non-Executive Chair of the Board Equity(2) | | $25,000 Audit Committee Chair Cash Retainer | | $20,000 Governance and Sustainability Committee Chair Cash Retainer | | | | | | | | | | | | | | | $20,000 Compensation and Talent Management Committee Chair Cash Retainer | | $20,000 Finance Committee Chair Cash Retainer | |

  44. Elements of Director Compensation

    (1)Annual grant of fully-vested CSX common stock in the amount of $180,000 granted on February 14, 2023, with the number of shares based on the 30-day average closing price of CSX common stock preceding the date of grant. (2)Annual grant of fully-vested CSX common stock in the amount of $250,000 granted on February 14, 2023, with the number of shares based on the 30-day average closing price of CSX common stock preceding the date of grant. Each non-employee director was eligible to defer all or a portion of his or her director’s fees in 2023, 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.

  45. 2023 Directors’ Compensation Table

    | Name | Fees Earned or Paid in Cash(1) ($) | Stock Awards(2) ($) | All Other Compensation(3) ($) | Total ($) | | Donna M. Alvarado | 130,000 | 178,831 | — | 308,831 | | Thomas P. Bostick | 130,000 | 178,831 | 26,500 | 335,331 | | Steven T. Halverson | 150,000 | 178,831 | 45,000 | 373,831 | | Paul C. Hilal | 130,000 | 178,831 | 50,000 | 358,831 | | David M. Moffett | 155,000 | 178,831 | 50,000 | 383,831 | | Linda H. Riefler | 150,000 | 178,831 | 25,000 | 353,831 | | Suzanne M. Vautrinot | 130,000 | 178,831 | — | 308,831 | | James L. Wainscott | 130,000 | 178,831 | 50,000 | 358,831 | | J. Steven Whisler | 150,000 | 178,831 | 50,000 | 378,831 | | John J. Zillmer | 130,000 | 427,175 | — | 557,175 |

  46. Incentivizing Growth

    Incentivizing Growth The Committee oversees the Company's compensation strategy and policies. Over time, we have developed an executive compensation program that effectively attracts and rewards executives for exceptional performance that creates shareholder value. The program reinforces our culture of pay-for-performance, ensuring a significant part of each executive's total earnings are tied to their results. We have also introduced incentive plans with ambitious goals to drive strong financial performance, promote sustainable growth and reflect our environmental, social and governance (ESG) strategy and our shareholders' ESG expectations. Our shareholders told us they support our compensation philosophy and program design, but have questions about certain benchmarks in our incentive plans, especially how they encourage growth. To that end, we have prioritized providing more transparent communication—particularly regarding Economic Profit (formerly called CSX Cash Earnings or CCE), a measure designed to inspire investment in profitable growth projects. This factor traditionally has had a direct, strong correlation to increased stock value. We will continue evaluating the suitability of our incentive plan measures and maintain open communication about these measures. In addition, we have made changes to our short-term incentive plan for executives, adding more precision to how we evaluate each executive's performance. We have replaced operating ratio with operating margin within our short-term incentive compensation plan, effective for 2024. This shift is meant to foster a mindset geared towards growth by focusing on improving profit margins through service-oriented business strategies, while still being mindful of costs and asset usage. We want to emphasize great customer service, together with cost control and effective use of assets, as the keys to higher profitability. For over a decade, our short-term incentive plan has allowed us to adjust bonus payouts up or down based on how well we think someone has done their job. After our 2022 Annual Meeting, we had in-depth discussions with our shareholders about this plan and the use of discretionary adjustments based on individual performance. Prompted by these discussions, we decided that these discretionary adjustments should only happen under extraordinary circumstances. We strengthened the process we use to decide whether to adjust a bonus payout. We are making sure it takes into account truly remarkable achievements against the goals we set at the start of the year, as well as any other exceptional contributions that help create value for our shareholders, benefit our customers and improve our workplace culture, and we commit to providing clear disclosure when such determinations are made. After evaluating performance, we did not make any individual performance adjustments to the bonus payouts for 2023 for any NEO. We hope these changes, along with our continued discussions with our shareholders and the additional information we are providing below in the CD&A section, show how much we value our shareholders' feedback. You can share your thoughts with the Committee anytime by writing to the Corporate Secretary at CSX Corporation, 500 Water Street, C160, Jacksonville, Florida 32202.

  47. Transformative Leadership

    | Short-Term Incentive Compensation | 76 | | 2024 Management Incentive Compensation Plan Design | 78 | | Long-Term Incentive Compensation | 79 | | Employment Agreements | 85 | | Benefits | 86 |

  48. Say on Pay and Shareholder Engagement

    | Shareholder Feedback | | Action Taken by the Committee | | Continued questions around certain performance measures in our incentive plans, including on how these measures motivate growth | | •Increased the weighting of performance units from 50% to 60% in our long-term incentive plan | | | | •Committed to more fulsome and specific disclosure of our incentive plans performance measures, particularly CSX Cash Earnings, or CCE, now called Economic Profit •Committed to monitoring the appropriateness of Economic Profit (formerly called CSX Cash Earnings or CCE) in driving strong financial results in achieving sustainable growth | | | | •In 2024, replaced operating ratio with operating margin in our short-term incentive compensation plan to support a growth mindset with focus on continued improvement | | | | •Introduced additional rigor in evaluating an executive’s individual performance in our short-term incentive compensation plan to ensure that it evaluates truly exceptional achievement against pre-established performance goals set at the beginning of the year, as well as other outstanding accomplishments that might impact shareholder value creation, our customers and employee culture |

  49. Factors Considered in Determining Executive Compensation

    Factors Considered in Determining Executive Compensation The Committee annually evaluates competitive market data for the NEOs, including base salary and short and long-term incentives, with that of similar positions at general industry companies and peer railroads that are part of an established comparator group for executive compensation purposes (the “Comparator Group”). The Committee considers the following factors, among others, in evaluating target compensation levels: neffectiveness in developing and implementing the Company’s business strategy to support financial and operating performance; ncontribution to the Company’s financial and operating results; nindividual performance, criticality of the role and the NEO’s experience; nleadership and the executive’s contribution to creating an employee culture that aligns with transformational business goals and reinforces the Company’s guiding principles; and nnature, scope and level of the executive’s responsibilities internally relative to other executives and externally based on the Comparator Group.

  50. Factors Considered in Determining Executive Compensation

    In keeping with past practices, and in consultation with its independent compensation consultant, Pay Governance, LLC, the Committee developed the Comparator Group for 2023, which was comprised of 20 primarily U.S.-based companies and North American railroads, to help shape our executive compensation decisions. The Committee annually assesses and approves the Comparator Group to ensure that it reflects market characteristics comparable to those of the Company, including revenue, assets, net income, market capitalization, number of employees, industry type and business complexity. In addition, the Committee reviews the degree of overlap with peer companies identified by the proxy advisory firms ISS and Glass Lewis. As a result of its review, the Committee approved the following Comparator Group for 2023 compensation purposes, including the removal of Dominion Energy, Inc., Kansas City Southern and Southern Company and the addition of Eaton Corporation, Parker-Hannifin Corporation and Wabtec Corporation. These new companies were chosen given their industrial nature and high capital intensity, similar to CSX. The Company recruits for executives with skills from similar companies.

  51. 2023 COMPARATOR GROUP

    2023 COMPARATOR GROUP

  52. 2023 COMPARATOR GROUP

    | nAir Products and Chemicals, Inc. (NYSE: APD) nCanadian National Railway Company (NYSE: CNI) nCanadian Pacific Kansas City Limited (NYSE: CP) nEaton Corporation (NYSE: ETN) nEcolab Inc. (NYSE: ECL) nEmerson Electric Co. (NYSE: EMR) nFedEx Corporation (NYSE: FDX) nFortive Corporation (NYSE: FTV) nIllinois Tool Works Inc. (NYSE: ITW) nNorfolk Southern Corporation (NYSE: NSC) | nParker-Hannifin Corporation (NYSE: PH) nPPG Industries, Inc. (NYSE: PPG) nRepublic Services, Inc. (NYSE: RSG) nSchlumberger Limited (NYSE: SLB) nThe Williams Companies, Inc. (NYSE: WMB) nTrane Technologies plc (NYSE: TT) nUnion Pacific Corporation (NYSE: UNP) nUnited Parcel Service, Inc. (NYSE: UPS) nWabtec Corporation (NYSE: WAB) nWaste Management, Inc. (NYSE: WM) |

  53. 2023 COMPARATOR GROUP

    | Market Capitalization as of December 31, 2023 (in millions) |

  54. 2023 COMPARATOR GROUP

    | Revenue as of Fiscal Year-End 2023 (in millions) |

  55. 2023 COMPARATOR GROUP

    | 65 | |

  56. Role of the Independent Compensation Consultant

    Role of the Independent Compensation Consultant Pursuant to its charter, the Committee has sole authority to select, retain and terminate any consultant used to assist the Committee in fulfilling its duties. The Committee has retained independent compensation consultant, Pay Governance, LLC (the “Consultant”), to provide objective analysis and to assist in the evaluation and development of the Company’s executive compensation program. The Consultant reports directly to the Committee Chair, and attends all meetings where the Committee evaluates the overall effectiveness of the executive compensation program and analyzes or approves executive compensation. The Consultant is paid on an hourly fee basis, with such hourly rates approved by the Committee annually.

  57. Role of the Independent Compensation Consultant

    | The Consultant’s Role and Responsibilities nAnalyze competitive practices, financial information, total shareholder return and other performance data in relation to the Company’s executive compensation philosophy and program nReview compensation governance practices, including by performing an annual risk assessment related to the Company’s executive compensation program nReview performance targets and assess performance against targets for the Company’s short and long-term incentive plans to determine alignment and ensure they drive appropriate behavior nBenchmark executive and director compensation nAssess short and long-term incentive plan design in the context of the Company’s business goals, shareholder value creation, employee engagement and market and governance practices nProvide regular updates to the Committee with respect to current trends and developments in legislative and regulatory activity, executive compensation program design and governance nAssist in the development of the executive compensation comparator group each year nConsult with the Committee Chair to plan and prioritize Committee agenda items |

  58. Role of the Independent Compensation Consultant

    The Committee reviews the performance and independence of the Consultant on an annual basis, at which time it decides whether to renew the Consultant’s annual engagement. Each year, the Committee considers all appropriate information relating to the independence of the Consultant and its professionals involved in the work performed for, and advice provided to, the Committee. In 2023, the Committee determined that: (i) the relationships and work of the Consultant and their professionals did not present any conflict of interest; and (ii) the Consultant and their professionals were independent for the purpose of providing advice to the Committee with respect to matters relating to the compensation of the executives and non-employee directors of the Company.

  59. Role of the Independent Compensation Consultant

    | 2024 Proxy Statement | 66 |

  60. Compensation Risk Evaluation and Mitigation

    | Executive Compensation Program Features that Serve to Mitigate Risk nCompensation is appropriately balanced between: (i) fixed and variable compensation; and (ii) short and long-term incentives nSignificant weighting towards long-term incentive compensation discourages short-term risk taking nLong-term incentive plans utilize performance units, non-qualified stock options and restricted stock units with overlapping vesting periods for outstanding plan cycles nPerformance measures for short and long-term incentive awards reinforce the Company’s business goals nClawback provisions in short and long-term incentive plans based on a financial restatement or behavioral triggers such as dishonesty, fraud, theft or misconduct, beyond those required under SEC and NASDAQ rules nFinancial performance measures have a strong correlation to long-term shareholder value creation nMultiple financial performance measures in the short and long-term incentive plans provide a balanced approach and limit specific focus and behaviors to enhance results related to a single metric nShort and long-term incentive awards include maximum payout caps nInternal controls over the measurement and calculation of performance measures protect data integrity nShare ownership guidelines reinforce alignment of executive and shareholder interests |

  61. Elements of the Company’s 2023 Executive Compensation Program

    | Pay Element | Form | Performance | Objective | | Salary | Cash | Based on assessment of each NEO’s scope of responsibilities, individual performance, experience and contribution and market data | Recruit, engage and retain talented, high-performing executives | | At-Risk Compensation | | | | | Short-Term Incentives | Cash | The Company’s performance measures for the 2023 Management Incentive Compensation Plan (“MICP”) and weightings at target are: nOperating Income (30%) nOperating Ratio (30%) nInitiative-based Revenue Growth (10%) nSafety (10%) – Personal Injury and Train Accident Rates nFuel Efficiency (10%) nTrip Plan Compliance (10%) Under the MICP, there is an individual performance modifier, which gives discretion to reward extraordinary performance. For the CEO and each of the Executive Vice Presidents, the MICP provides up to a 1.5x modifier, with a maximum total payout of up to 250% of the NEO’s Target Incentive Opportunity. | Motivate and reward executives and eligible employees for driving Company performance within a one-year period | | Long-Term Incentives | nPerformance Units (60%) nNon-qualified Stock Options (20%) nRestricted Stock Units (20%) | The performance measures and weightings for the performance units issued as part of the 2023–2025 Long-Term Incentive Plan (“LTIP”) are: nAverage Annual Operating Income Growth Rate (50%) nEconomic Profit (formerly called CSX Cash Earnings or “CCE”) (50%) Performance Units are subject to a formulaic linear Relative Total Shareholder Return modifier of +/- 25% up to 250% maximum payout allowed should the financial metrics achieve maximum performance Non-qualified Stock Options vest ratably over three years and only have value if the price of CSX’s common stock increases after grant Restricted Stock Units vest ratably over three years | Motivate and reward executives to drive strategic initiatives that create shareholder value over a three-year period |

  62. Elements of the Company’s 2023 Executive Compensation Program

    | 2023 Incentive Plan Award | Performance Metric | Metric Weight | How Metric Supports Sustainable Growth | | 2023 Short-Term Incentive Plan (MICP) | Operating Income | 30% | nUsed to gauge the general health of the Company and to quantify operating profit margin nAligns with the Company’s objective of profitable growth | | | Operating Ratio | 30% | nKey indicator of the Company’s efficiency nEncourages the Company to deliver results that grow the business while optimizing assets | | | Initiative-based Revenue Growth | 10% | nMeasures the Company’s ability to gain additional business on the CSX network through growth with new and existing customers nDirectly supports profitable growth by driving operating income | | | Safety | 10% | nReinforces the critical importance of ensuring employees’ personal safety and the safety of fellow railroaders and upholding our commitment to protect customers’ freight and the communities in which we operate nConsists of FRA Personal Injury Rate (5%) and FRA Train Accident Rate (5%) | | | Trip Plan Compliance | 10% | nEnsures the Company successfully executes the service plan for customers’ shipments based on our commitments nFocuses on reliable and accurate service for customers | | | Fuel Efficiency | 10% | nIndicates the Company’s fuel productivity over the distance traveled nSupports environmental stewardship by reducing carbon emissions | | 2023-2025 Long-Term Incentive Plan (LTIP) | Average Annual Operating Income Growth Rate | 50% | nMeasures the average increase in operating income for each year of the LTIP cycle nAligns with the Company’s objective of profitable growth | | | Economic Profit (CCE) | 50% | nMeasures the Company’s ability to grow operating income while remaining focused on cost control and asset utilization nEncourages investments in growth projects that earn more than an expected rate of return | | | Relative Total Shareholder Return | Modifier of +/- 25% up to 250% maximum payout | nDesigned to appropriately align NEO payouts with share price performance relative to the Standard and Poor’s 500 (“S&P 500”) Industrials Index companies |

  63. 2023 Target Compensation Mix for the CEO and Other NEOs

    2023 Target Compensation Mix for the CEO and Other NEOs The Company’s executive compensation philosophy requires that a substantial portion of total compensation be at-risk and consist of performance-based incentives that are linked to CSX’s financial and operating results. In addition, the Committee strives to provide an appropriate balance between short and long-term incentive compensation. The mix between fixed and variable or at-risk compensation and short and long-term incentive compensation is designed to align the NEOs’ financial incentives with shareholder interests. The target compensation mix for each of the NEOs is shown below. In 2023, the percentage of Mr. Hinrichs’ total target compensation that was variable and at-risk was 75% and the average for the other NEOs was approximately 70%. The percentage of variable or at-risk compensation is calculated as the sum of the target amount of short-term incentives, performance units granted and stock options granted divided by the total target compensation.

  64. 2023 Target Compensation Mix for the CEO and Other NEOs

    | | Salary | | Cash-based Short-term Incentives | | Performance Units |

  65. 2023 Target Compensation Mix for the CEO and Other NEOs

    | | Non-qualified Stock Options | | Restricted Stock Units |

  66. 2023 Compensation Decisions

    2023 Compensation Decisions CSX provides competitive total compensation opportunities in line with similar Comparator Group companies with a focus on pay-for-performance and shareholder value creation. All compensation decisions for the CEO are made by the non-management members of the Board, and all compensation decisions for the other NEOs are made by the Committee in consultation with the CEO. This rigorous review process is designed to ensure that executive compensation reflects considerations based on market practice, internal equity and the business needs of CSX. In September 2022, the Board appointed Mr. Hinrichs as President and CEO to continue driving the Company’s growth and delivering for our shareholders, based on his proven and relevant track record around operational excellence, serving customers and building a company culture of trust and strong employee engagement. The Committee approved an overall compensation package for Mr. Hinrichs intended to strike the appropriate balance of fairly compensating him relative to peers, the Comparator Group and other S&P 500 CEOs, while aligning with shareholder expectations. To better demonstrate and provide support for our 2023 compensation decisions, the scorecards below include biographical information and career highlights for each NEO, along with their respective 2023 accomplishments and an overview of their actual compensation. Unlike the charts above, which show the target compensation mix for each of the NEOs, the actual compensation charts below include 2023 base salary earnings, 2023 MICP payouts based on Company and individual performance and long-term incentives (“LTIs”) granted in 2023. The percentage of LTIs that is performance based is calculated by the amount of performance units granted divided by the total LTI awards granted.

  67. 2023 Base Salary

    2023 Base Salary The Committee determines a base salary for the CEO and each NEO annually based on its assessment of the individual’s scope of responsibilities, performance and experience. The Committee also considers salary data for similar positions within the Comparator Group. After considering this information and in light of the economic environment, the Committee made adjustments for certain NEOs. Base salary may represent a larger or smaller percentage of total compensation actually paid, depending on whether actual Company and individual performance under the short and long-term incentive plans fall short of or exceed the applicable performance targets. In 2023, the Committee reviewed the annual compensation of the Company’s NEOs and approved, or recommended Board approval in connection with the CEO, changes to base salaries that reflected the consideration of market data, individual performance, overall responsibilities, internal equity and functional experience. In January 2023, the Committee approved a base salary increase for Mr. Pelkey, Executive Vice President and Chief Financial Officer, to $660,000, based on performance, achievement of his 2022 goals and positioning within the Comparator Group. This adjustment was effective as of January 1, 2023. The CEO and no other NEOs received a base salary increase in 2023.

  68. 2023 Base Salary

    | NEO | 2023 Annual Base Salary | Changes from 2022 | Reasons for Changes | | Joseph R. Hinrichs | $1,400,000 | —% | No change from 2022 | | Sean R. Pelkey | $660,000 | 10% | Due to performance, achievement of his 2022 goals and positioning within the Comparator Group | | Kevin S. Boone | $725,000 | —% | No change from 2022 | | Stephen Fortune | $650,000 | —% | No change from 2022 | | Nathan D. Goldman | $570,000 | —% | No change from 2022 | | Jamie J. Boychuk | $725,000* | —% | No change from 2022 |

  69. 2023 Base Salary

    * Mr. Boychuk was involuntarily separated without cause under circumstances that made him eligible for severance benefits under the Company’s executive severance plan in August 2023. His actual base salary paid in 2023 was $433,424.

  70. Short-Term Incentive Compensation

    Short-Term Incentive Compensation

  71. Goal Setting Process for the 2023 MICP

    Goal Setting Process for the 2023 MICP In January 2023, the Committee established and approved the measures and targets under the 2023 Management Incentive Compensation Plan (MICP) and developed a performance structure to drive business results and create value for shareholders. The MICP was designed to deliver results that drive profitability, improve safety, enhance customer service and grow revenue, while optimizing assets and controlling costs. In addition to the financial and customer service goals, the Committee included ESG-focused measures related to safety and fuel efficiency in the plan. The Committee established the following target 2023 MICP incentive opportunities (“Target Incentive Opportunity”) for each NEO.

  72. Goal Setting Process for the 2023 MICP

    | NEO | Target Incentive Opportunity (% of Base Salary) | | Joseph R. Hinrichs | 150% | | Sean R. Pelkey | 100% | | Kevin S. Boone | 100% | | Stephen Fortune | 100% | | Nathan D. Goldman | 90% | | Jamie J. Boychuk* | 100% |

  73. Goal Setting Process for the 2023 MICP

    * Mr. Boychuk was involuntarily separated without cause under circumstances that made him eligible for severance benefits under the Company’s executive severance plan in August 2023. His actual 2023 MICP payout was prorated to reflect his partial year of service. The 2023 MICP was structured to reward executives and eligible employees for driving Company performance over a one-year period. Each NEO was provided a Target Incentive Opportunity based on the goals established by the Committee expressed as a percentage of base salary earned during the year and positioning of similar roles in the Comparator Group. In 2023, the Target Incentive Opportunity level for Mr. Hinrichs was 150% of base salary, 100% of base salary for Messrs. Boone, Boychuk, Fortune and Pelkey and 90% of base salary for Mr. Goldman. The Target Incentive Opportunity levels for Messrs. Hinrichs, Boone, Boychuk, Fortune and Goldman remained the same as in 2022. The increase in the Target Incentive Opportunity of 90% to 100% for Mr. Pelkey was driven by the responsibilities of his role and the positioning of similar roles in the Comparator Group.

  74. Goal Setting Process for the 2023 MICP

    | 2024 Proxy Statement | 76 |

  75. Goal Setting Process for the 2023 MICP

    Compensation Discussion and Analysis | Short-Term Incentive Compensation

  76. 2023 MICP Performance Measures

    2023 MICP Performance Measures In January 2023, the Committee approved the performance measures for the 2023 MICP, which included financial performance measures, and operational, customer service and ESG-related measures of safety and fuel efficiency. The financial measures account for 70% of the MICP’s overall weighting. These measures have been critical drivers of CSX’s business success. The Committee approved weightings for each of the performance measures as set forth below. To determine the payout under the MICP, the Committee first assesses the Company’s performance against each of the goals for the year. These Company performance measures can result in a payment between 0% and 200% of the NEO’s Target Incentive Opportunity. Upward or downward payout adjustments may be made based on a determination of exceptional individual performance; however, no individual performance adjustments were applied to 2023 payouts for any NEO. The individual performance modifier has been a standard component of the MICP design for over 10 years. Last year, after the voting results of our 2022 “Say-on-Pay” proposal and intensive shareholder outreach and engagement efforts focused on our executive compensation program, the Committee re-evaluated the circumstances under which individual performance adjustment(s) might be appropriate and determined that such circumstances should be exceptional. To build on that commitment, the Committee recently enhanced the rigor around the review process—through which the Committee determines payout adjustments—to ensure that such process evaluates truly exceptional achievement against pre-established performance goals set at the beginning of the year, as well as other outstanding accomplishments that impact shareholder value creation, our customers and employee culture. No individual performance adjustments were applied to 2023 payouts for any NEO. Upward payout adjustments for each of the NEOs are capped at 150% of the Company’s MICP payout, with a maximum total payout under the MICP of 250% of the NEO’s Target Incentive Opportunity. If the Committee believes that any instance of adjustment is merited—upward or downward—fulsome and specific disclosure of how compensation decisions are tied to goals and performance will be provided. As shown in the “Summary Compensation Table,” the 2023 MICP payouts were based solely on the Company’s financial and operational performance.

  77. 2023 MICP Targets and Payout Percentages

    2023 MICP Targets and Payout Percentages In light of the continuing economic uncertainties and high inflation that existed in January 2023 when the 2023 MICP was adopted, the Committee approved annual incentive targets reflective of the challenging economic environment and with a wider performance range that would continue to build on the Company’s strong customer service levels and drive new business opportunities and revenue growth. As such, the 2023 MICP operating income target was set $523 million below the 2022 MICP operating income actual. The Company was cycling $238 million of prior year real estate gains and expected a normalizing supply chain environment to result in reduced intermodal storage revenue as well as lower export coal pricing. The Company disclosed that, as expected, actual 2023 results were impacted by the prior year Virginia real estate transaction, declining intermodal storage revenue and lower export coal benchmarks, totaling nearly $700 million of operating income impact on a combined basis.

  78. 2023 MICP Targets and Payout Percentages

    | 77 | |

  79. 2023 MICP Targets and Payout Percentages

    Compensation Discussion and Analysis | Short-Term Incentive Compensation The specific threshold, target and maximum payout goals and applicable weighting for each performance measure are set forth in the table below. The Committee believes that the measures for the MICP were directly aligned with the Company’s strategic short-term goals, are directly impacted by executive leadership actions, supported our long-term strategy, helped deliver shareholder value and ensured retention of critical talent. The following table demonstrates the Company’s 2023 achievements against each target and the overall resulted payout.

  80. 2023 MICP Targets and Payout Percentages

    | Performance Measure(1) | Threshold(1) (0% – 50% payout) | Target (100% payout) | Maximum (200% payout) | Individual Measure Payouts | Resulted Company Payout | Total Payout for All NEOs | | Financial Goals – 70% weighting | | | | | | | | Operating Income (30% weighting) | | | | 33% | | | | Operating Ratio(2) (30% weighting) | | | | 32% | | | | Initiative-based Revenue Growth(3) (10% weighting) | | | | 20% | 115% | 115%(5) | | ESG (Safety and Environmental) and Operational Goals(4) – 30% weighting | | | | | | | | FRA Personal Injury Rate (5% weighting) | | | | 10% | | | | FRA Train Accident Rate (5% weighting) | | | | 0% | | | | Trip Plan Compliance (10% weighting) | | | | 20% | | | | Fuel Efficiency (10% weighting) | | | | 0% | | |

  81. 2023 MICP Targets and Payout Percentages

    (1)Performance measure payouts are determined independently and each measure could result in a threshold payout range from 0% to 50% as shown, where applicable, in the table. (2)The 2023 MICP allowed a formulaic adjustment to the operating ratio performance goal by a predetermined amount if the average cost of highway diesel fuel was outside the range of $4.00 to $4.50 per gallon. This adjustment is designed to account for the potential impact that volatile fuel prices have on expenses and operating ratio. Because the 2023 average price per gallon was $4.21 for highway diesel fuel, which was within the range, there was no adjustment to the operating ratio goals. (3)Initiative-based Revenue Growth is a non-GAAP measure calculated by the amount of newly generated line-haul revenue associated with specific customer initiatives in the year. Line-haul revenue is the revenue generated from moving traffic, excluding fuel surcharge, before any costs or expenses are deducted. (4)Certain safety actuals and operations performance can continue to settle over time. The Company’s 2023 achievements demonstrated in this table reflect actuals as of around the time the Committee approved the overall resulted payout in early 2024. (5)No individual performance adjustments were applied to 2023 payouts for any NEO. The Committee annually assesses the individual performance of each NEO and determines payout amounts, which are capped at the maximum Company payout of 250% of target for 2023. Based on the 2023 accomplishments for each NEO as described above, the Committee did not exercise its discretion to make upward or downward payout adjustments based on individual performance for any NEO, and approved a 115% total annual incentive payout for each of the NEOs based on the 115% resulted Company payout. These payouts are reflected in the “Non-Equity Incentive Plan Compensation” column of the “Summary Compensation Table.”

  82. Long-Term Incentive Compensation

    Long-Term Incentive Compensation The Company’s long-term incentive compensation program is intended to: nengage and reward employees for extraordinary results that will maximize shareholder value; nreinforce a pay-for-performance culture with a significant portion of total compensation at-risk; and nalign NEO interests with those of shareholders, with a focus on generating sustainable performance over a multi-year period. These goals are accomplished by providing equity-based incentives focused on financial performance measures that: (i) have a historically high correlation to shareholder returns; (ii) are within management’s direct control; and (iii) encourage long-term commitment to delivering shareholder value. Long-term incentives have been granted under the shareholder-approved 2019 Stock and Incentive Award Plan (the “Stock Plan”). The Stock Plan allows for different types of equity-based awards and provides flexibility in compensation designed to attract, retain and engage high-performing executives. The Committee determines the mix of equity vehicles annually to ensure alignment with market practice, motivate appropriate long-term, results-driven behaviors, align Company and NEO performance with shareholder interests and drive value creation.

  83. Elements of Long-Term Incentive Compensation

    Elements of Long-Term Incentive Compensation A significant portion of the NEOs’ target compensation is comprised of the Long-Term Incentive Plan (LTIP) awards. Each year, the Committee, as part of its annual review process, determines a market competitive long-term incentive target grant value for each NEO, which is then converted into the corresponding value of equity-based awards. For 2023, the LTIP grants for the NEOs were comprised of performance units, non-qualified stock options and restricted stock units, which were designed to drive long-term value and growth through the achievement of Company performance goals and increased stock prices. The grants associated with each three-year cycle are reviewed and approved by the Committee each year for the NEOs and other eligible participants, and by the Board for the CEO. These grants are made and the performance targets are set following the annual Board review of the Company’s business plan for the applicable upcoming three-year period. Since the three-year performance cycles run concurrently, the Company may have up to three active LTIP cycles during a given year. For example, the 2021-2023 performance cycle closed on December 31, 2023, and was paid out in January 2024. The 2022-2024, 2023-2025 and 2024-2026 cycles remain in progress, which helps ensure that our employees remain focused on sustainable long-term performance.

  84. Elements of Long-Term Incentive Compensation

    | Long-Term Compensation Element | Description | Features | | Performance Units | nPerformance units are granted at the beginning of the applicable performance cycle, as described below. nAwards are paid in the form of CSX common stock at the end of the performance period based on the level of achievement on Company performance goals. nParticipants also receive dividend equivalents at the end of the restricted period paid in the form of CSX common stock, assuming performance goals are met. | nPerformance units (and related dividend equivalents) are generally subject to forfeiture if a participant’s employment terminates before the end of the performance cycle for any reason other than death, disability, retirement or other limited circumstances, as approved by the Committee. nFor the 2021-2023 and 2022-2024 LTIP cycles, upon retirement—defined as (i) age 65 or (ii) age 55 plus 10 years of service—participants received a prorated portion of their award based on the number of months completed in the cycle. For the 2023-2025 and 2024-2026 LTIP cycles, upon retirement—defined as (i) age 65, (ii) age 60 plus five years of service or (iii) age 55 plus 12 years of service—all outstanding performance units will remain outstanding and eligible to vest based on Company performance through the end of the applicable LTIP cycle. To receive full vesting, NEOs must work through December 31st of the first year of the LTIP cycle and receive consent from the Committee. nThe employment letter for Mr. Hinrichs provides that, in connection with his retirement, all outstanding performance units will remain outstanding and eligible to vest based on Company performance through the end of the applicable LTIP cycle. Mr. Hinrichs will only receive the full vesting of his performance units in connection with retirement if he retires after reaching age 60 with five years of service. nUpon death or disability for all LTIP cycles, participants or their estates earn the performance units that they would otherwise have earned at the end of the performance period had there been no death or disability. nPerformance unit payouts for each LTIP cycle, if any, do not occur until approved by the Committee in January of the year following the conclusion of the three-year performance cycle. These payouts can vary from the target grants in terms of: (i) the number of shares paid out due to financial performance; and (ii) the market value of CSX common stock at the time of payout. nBased on actual performance, as discussed below, the performance unit payouts for the NEOs can range from 0% to 250% of the target levels, and can be of lesser or greater value than the original grant value based on the level of achievement on the performance goals and the price of CSX common stock. |

  85. Elements of Long-Term Incentive Compensation

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  86. Elements of Long-Term Incentive Compensation

    | Long-Term Compensation Element | Description | Features | | Non-qualified Stock Options | nNon-qualified stock options vest ratably over three years and require stock price appreciation to provide any value to the NEOs. nAs a result, they reinforce leadership’s focus on the importance of value creation for shareholders. Non-qualified stock options generally provide participants with the right to buy CSX stock at a pre-set price for a period of 10 years. nThe exercise price of the non-qualified stock options is established as the closing stock price on the date of grant. The Stock Plan prohibits the repricing of outstanding non-qualified stock options without the approval of shareholders. | nFor outstanding LTIP cycles, non-qualified stock options are subject to forfeiture if a participant’s employment terminates before the end of the vesting period for any reason other than death, disability, retirement or other limited circumstances, as approved by the Committee. nFor the 2021-2023 and 2022-2024 LTIP cycles, upon retirement—defined as (i) age 65 or (ii) age 55 plus 10 years of service—participants received a prorated portion of their award based on the number of months completed in the cycle. For the 2023-2025 and 2024-2026 LTIP cycles, upon retirement—defined as (i) age 65, (ii) age 60 plus five years of service or (iii) age 55 plus 12 years of service—all outstanding non-qualified stock options will remain outstanding and eligible to vest based on Company performance through the end of the applicable LTIP cycle. To receive full vesting, NEOs must work through December 31st of the first year of the LTIP cycle and receive consent from the Committee. nThe employment letter for Mr. Hinrichs provides that, in connection with his retirement, the full awards will continue to vest in accordance with their terms. Mr. Hinrichs will only receive the full vesting of his award in connection with retirement if he retires after reaching age 60 with five years of service. nUpon death or disability for all LTIP cycles, participants or their estates receive all options per the original vesting schedule as if there was no death or disability. | | Restricted Stock Units | nRestricted stock units are time-based awards that vest three years from the grant date (“the restricted period”) for the 2021-2023 and 2022-2024 LTIP cycles. nRestricted stock units for the 2023-2025 and 2024-2026 LTIP cycles are time-based awards that vest ratably over the three year period from the grant date. nAwards are paid in the form of CSX common stock at the end of the restricted period. Participants also receive dividend equivalents at the end of the restricted period paid in the form of CSX common stock. | nRestricted stock units are generally subject to forfeiture if a participant’s employment terminates before the end of the restricted period for any reason other than death, disability, retirement or other limited circumstances, as approved by the Committee. nFor the 2021-2023 and 2022-2024 LTIP cycles, upon retirement—defined as (i) age 65 or (ii) age 55 plus 10 years of service—participants received a prorated portion of their award based on the number of months completed in the cycle. For the 2023-2025 and 2024-2026 LTIP cycles, upon retirement—defined as (i) age 65, (ii) age 60 plus five years of service or (iii) age 55 plus 12 years of service—all outstanding restricted stock units will remain outstanding and eligible to vest based on Company performance through the end of the applicable LTIP cycle. To receive full vesting, NEOs must work through December 31st of the first year of the LTIP cycle and receive consent from the Committee. nThe employment letter for Mr. Hinrichs provides that, in connection with his retirement, the full awards will continue to vest in accordance with their terms. Mr. Hinrichs will only receive the full vesting of his award in connection with retirement if he retires after reaching age 60 with five years of service. nUpon death or disability for all LTIP cycles, participants or their estates receive all restricted stock units per the original vesting schedule as if there was no death or disability. |

  87. Elements of Long-Term Incentive Compensation

    Further information regarding the LTIP grants made to our NEOs in 2023 can be found under the “2023 Grants of Plan-Based Awards Table.”

  88. Elements of Long-Term Incentive Compensation

    | 2024 Proxy Statement | 80 |

  89. Performance Measures and Financial Goals for the 2021-2023 LTIP

    Performance Measures and Financial Goals for the 2021-2023 LTIP For performance units granted under the 2021-2023 LTIP cycle, average annual operating income growth rate and cumulative free cash flow were selected to measure the Company’s performance. Average annual operating income growth rate measures the average increase in operating income over the three-year period and was chosen to replace operating income as a measure to align with the Company’s objective of profitable growth while also providing the ability to recover in the event of a prolonged economic downturn. Free cash flow was chosen as a performance measure as it is a key measure of the financial health of the business, has a high correlation to shareholder returns and aligns with CSX’s financial business plan. Average annual operating income growth rate and free cash flow were each weighted 50% of the total payout opportunity and were measured independently of the other.

  90. Performance Measures and Financial Goals for the 2021-2023 LTIP

    | Average Annual Operating Income Growth Rate | = | Straight Average of Year-over-Year Change in [Operating Revenues – Operating Expenses] | | | Free Cash Flow* | = | Net Operating Profit – Net Investment in Operating Capital | |

  91. Performance Measures and Financial Goals for the 2021-2023 LTIP

    * Free cash flow is a non-GAAP measure calculated by using net cash provided by operating activities and adjusting for property additions and proceeds and advances from property dispositions. Free cash flow represents cash available for both equity and bond investors to be used for dividends, share repurchases or principal reduction on outstanding debt. The threshold, target and maximum payouts for each measure are 25%, 50% and 100% of the performance units subject to the award respectively, generating a total target payout of 100% of the performance units and a maximum possible payout of 200% of the performance units for the 2021-2023 LTIP. The 2021-2023 LTIP measured average annual operating income growth rate and free cash flow over a 12-quarter period from January 2021 through December 2023. In addition to average annual operating income growth rate and free cash flow, the performance units for the 2021-2023 LTIP cycle for all Executive Vice Presidents had a formulaic linear upward or downward relative total shareholder return (“Relative TSR”) modifier of up to 25% (subject to the 250% overall cap) based on CSX’s stock price performance compared to the peer group (S&P 500 Industrials Index) for the period from January 2021 through December 2023. In June 2021, Mr. Pelkey assumed the role of Vice President and Acting Chief Financial Officer. As such, the modifier only applied to the performance units he received on June 4, 2021 in relation to his new role and responsibilities. The modifier did not apply to the LTIP performance units granted to Mr. Pelkey on February 9, 2021 as Vice President – Finance and Treasury. The LTIP targets for the performance units granted under the 2021-2023 LTIP were set in February 2021, based on the three-year business plan at the time of its adoption.

  92. Performance Measures and Financial Goals for the 2021-2023 LTIP

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  93. Payout for the 2021-2023 LTIP Performance Units

    Payout for the 2021-2023 LTIP Performance Units Based on an average annual operating income growth of 9.4% and a cumulative free cash flow of $10.745 billion for the cycle, the achievement for the performance units, which comprised 50% of the 2021-2023 LTIP, was 200% of the target. As shown in the table below, the Company’s Relative TSR performance against the peer group was below median for the cycle, resulting in a downward modifier of 19% against target performance and an aggregate downward modifier of 38%, such that the total achievement was 162% for each of the NEOs other than Mr. Pelkey. Since Mr. Pelkey was not an Executive Vice President at the time of the grant on February 9, 2021, the modifier did not apply and he received a total payout of 200%. Mr. Pelkey was also granted performance units on June 4, 2021 in connection with his promotion to his role as Vice President and Acting Chief Financial Officer. He received a total payout inclusive of the modifier of 162% for this award. * Free cash flow is a non-GAAP measure calculated by using net cash provided by operating activities and adjusting for property additions and proceeds and advances from property dispositions. Free cash flow represents cash available for both equity and bond investors to be used for dividends, share repurchases or principal reduction on outstanding debt.

  94. Payout for the 2021-2023 LTIP Performance Units

    | | Threshold (25% payout) | Target (50% payout) | Maximum (100% payout) | Payout | | Average Annual Operating Income Growth Rate (50% weighting) | | | | 200% of Target | | Cumulative Free Cash Flow* (50% weighting) | | | | | | Relative TSR (Modifier) | | | | -19% | | Total Payout: | | | | 162% of Target |

  95. Payout for the 2021-2023 LTIP Performance Units

    * Free cash flow is a non-GAAP measure calculated by using net cash provided by operating activities and adjusting for property additions and proceeds and advances from property dispositions. Free cash flow represents cash available for both equity and bond investors to be used for dividends, share repurchases or principal reduction on outstanding debt.

  96. Payout for the 2021-2023 LTIP Performance Units

    | 2024 Proxy Statement | 82 |

  97. Performance Measures and Equity Award Mix for the Outstanding LTIPs

    Performance Measures and Equity Award Mix for the Outstanding LTIPs Performance Measures. In determining the performance measures for the performance units for each LTIP cycle, the Committee: (i) considers information on various growth and return-based measures; and (ii) actively monitors the effectiveness of existing measures in driving the Company’s strategic business objectives and delivering shareholder returns.

  98. Performance Measures and Equity Award Mix for the Outstanding LTIPs

    | LTIP Cycle | Performance Measures | Rationale | | 2022-2024, 2023-2025 and 2024-2026 LTIP cycles | nAverage Annual Operating Income Growth Rate (50%) nEconomic Profit (CCE) (50%) | nContinued the Company’s focus on driving profitable growth. nEconomic Profit (CCE) is a non-GAAP financial measure designed to measure whether returns on new investments exceed an expected rate of return and to encourage investments in profitable growth projects. Improvement in Economic Profit (CCE) has historically had a strong relationship to stock price appreciation. nAs shown below, Economic Profit (CCE) is calculated as gross cash earnings minus the capital charge on gross operating assets, and Economic Profit (CCE) performance is measured as an improvement versus the prior year’s actual Economic Profit (CCE). nAn Economic Profit (CCE) payout percentage is calculated for each fiscal year during the LTIP cycle, with the final payout percentage determined using an average of the three annual payout percentages. nThis measure was incorporated to drive earnings growth, and to better align compensation to the ONE CSX strategy and to the value created for our shareholders and other stakeholders. nForward-looking LTIP targets are not disclosed for proprietary and competitive harm reasons. | | | | |

  99. Performance Measures and Equity Award Mix for the Outstanding LTIPs

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  100. Performance Measures and Equity Award Mix for the Outstanding LTIPs

    Equity Mix. All three outstanding LTIPs are comprised of performance units, non-qualified stock options and restricted stock units for the NEOs. For the 2022-2024 LTIP, the Committee approved a market competitive LTIP grant value for the NEOs (the Board approved for the CEO) allocating 50% of the value to performance units, 25% for restricted stock units and 25% for non-qualified stock options. The allocation for the 2023-2025 and 2024-2026 LTIPs was 60% performance units, 20% restricted stock units and 20% non-qualified stock options, to address shareholder concerns of additional performance orientation in the Company’s long-term incentive plan.

  101. Performance Measures and Equity Award Mix for the Outstanding LTIPs

    | 2022-2024 LTIP |

  102. Performance Measures and Equity Award Mix for the Outstanding LTIPs

    | n | | n | | n | | | | Performance Units | | Restricted Stock Units | | Non-qualified Stock Options |

  103. Performance Measures and Equity Award Mix for the Outstanding LTIPs

    | 2023-2025 and 2024-2026 LTIPs |

  104. Performance Measures and Equity Award Mix for the Outstanding LTIPs

    | n | | n | | n | | | | Performance Units | | Restricted Stock Units | | Non-qualified Stock Options |

  105. Performance Measures and Equity Award Mix for the Outstanding LTIPs

    The performance units for the 2022-2024 and 2023-2025 LTIP cycles have a formulaic linear upward or downward Relative TSR modifier of up to 25% with a maximum payout of 250%, which applies only to the CEO and Executive Vice Presidents. The performance units for the 2024-2026 LTIP cycle have a Relative TSR modifier that recognizes over performance above the 60th percentile and under performance below the 40th percentile with a maximum payout of 250%. Performance between the 61st and 75th percentiles and above would result in an increased payout by up to 25%, and performance between the 25th and 39th percentiles and below would result in a decreased payout by up to 25%. Performance between the 40th and 60th percentiles would result in no modification to payouts. This modifier is designed to appropriately align NEO payouts with share price performance relative to a predetermined peer group, as approved by the Committee at the time of grant. For the 2022-2024 LTIP, the number of performance units and restricted stock units awarded to each NEO was calculated based on a specific grant value divided by the average closing price of CSX common stock for the full three-month period prior to the month of grant, and the number of options awarded was calculated based on the Black-Scholes value for the same period. For the 2023-2025 LTIP, the number of performance units and restricted stock units awarded to each NEO was calculated based on a specific grant value divided by the average closing price of CSX common stock for the 30-trading-day period preceding the date of the grant. The number of options awarded was calculated based on the Black-Scholes value for the same period. The number of performance units and restricted stock units awarded to each NEO for the 2024-2026 LTIP was calculated based on a specific grant value divided by the grant date closing price of CSX common stock. The number of options awarded was calculated based on the Black-Scholes value for the same period.

  106. Employment Agreements

    Employment Agreements Mr. Hinrichs entered into an employment letter upon his appointment as President and Chief Executive Officer in September 2022 when he was hired. This employment letter includes certain provisions relating to: (i) severance benefits; (ii) vesting of long-term incentive awards after retirement; and (iii) employment benefits following a change of control. No other NEOs have individual employment letters or agreements. The described individual employment letter has been filed and can be viewed on the SEC website at www.sec.gov.

  107. Severance Agreements

    Severance Agreements Mr. Hinrichs is eligible for the following severance benefits under his employment letter with the Company, dated September 26, 2022, in the event of a termination of employment by the Company without “cause” or by Mr. Hinrichs for “good reason” prior to reaching “retirement age”: nlump-sum cash-severance payment equal to two times his current base salary plus two times his target MICP award; npro-rata payment of his MICP award if Company goals are attained; and nunvested equity awards will vest on a pro-rata basis per the original vesting schedules, with any performance-based awards remaining subject to satisfaction of pre-established performance goals. In the event that Mr. Hinrichs’ employment terminates after he reaches “retirement age” (defined to mean his attainment of age 60 plus at least five years of continued service) either (i) by the Company without cause or by him for good reason or (ii) by him due to his voluntary retirement by providing the Company with at least 180 days’ notice of his plans to retire, Mr. Hinrichs will receive, in lieu of any of the severance benefits described above, continued vesting of his unvested equity awards, subject to any relevant performance criteria. As of December 31, 2023, Messrs. Boone, Fortune, Goldman and Pelkey were eligible for benefits under the Company’s executive severance plan that was implemented in September 2022 and amended in July 2023. The executive severance plan was amended, in part, with the intention to further clarify certain terms regarding the treatment of a participant’s outstanding equity awards in the event of a qualifying termination of employment with the Company. Under the executive severance plan, the NEOs are eligible to receive: (i) severance pay equal to the sum of one times the current base salary and one times the current target bonus under the MICP; (ii) a pro-rata bonus under the MICP in the plan year of the termination; (iii) continuation of medical and dental coverage for up to 12 months; (iv) financial planning for one year following termination; (v) prorated vesting of outstanding equity incentive awards; and (vi) outplacement services for one year after termination. Notwithstanding the foregoing, if an NEO is entitled to severance benefits under their respective change-of-control agreement, they will not be entitled to the severance benefits outlined above. Mr. Boychuk was involuntarily separated without cause from the Company on August 4, 2023, and received severance benefits under the executive severance plan outlined above. Mr. Boychuk’s actual severance payment and the severance amounts that would have been payable had the NEOs, other than Mr. Boychuk, terminated employment with the Company as of December 31, 2023 are described further in the “Post-Employment Compensation” table.

  108. Change-of-Control Agreements

    Change-of-Control Agreements The Company provides “double-trigger” change-of-control benefits pursuant to agreements that are designed to ensure management objectivity as it makes strategic business decisions. The Company’s policy for severance benefits upon a change of control: (i) requires a “double trigger” (i.e., payments are conditioned upon a change of control as well as separation from employment) to receive severance; (ii) prohibits Company reimbursement for the payment of excise taxes; (iii) defines “bonus” as the current “target” amount; and (iv) requires a contract term not to exceed three years. The policy also provides that the payment of severance benefits, without shareholder approval, is limited to 2.99 times base salary plus bonus for all NEOs other than Mr. Hinrichs. As of September 26, 2022, Mr. Hinrichs’ change-of-control agreement provided a potential benefit of 3.0 times his annual base salary plus bonus. Our NEOs are subject to the terms of the change-of-control agreements described above and as further detailed under the section entitled “Potential Payouts Under Change-of-Control Agreements.” In July 2023, the change-of-control agreements were amended, in part, to include a three-year term that will extend automatically for consecutive three-year periods unless either party provides notice of non-renewal at least 90 days prior to the end of the then-current term.

  109. Change-of-Control Agreements

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  110. Executive Deferred Compensation Plan

    Executive Deferred Compensation Plan CSX offers a voluntary, non-qualified EDCP for the benefit of its executives and other eligible employees. Under the EDCP, the NEOs may defer compensation in excess of qualified plan limits until retirement or another specified date or event. Participating employees with base salary above the qualified plan limits may defer compensation to allow them to receive the full Company matching contribution of up to 3.5% of base salary not otherwise available to them under the CSXtra Plan. In addition, any NEOs hired on or after January 1, 2020 are eligible to receive an additional contribution of 3% of base salary and short-term incentive pay that exceeds the compensation limit under the Internal Revenue Code (the “Code”). These contributions are made regardless of participation in the EDCP and vest upon the earlier of the completion of three years of service or attainment of age 65. Under the EDCP, participating employees, including NEOs, are entitled to voluntarily elect to defer up to: (i) 75% of base pay; (ii) 100% of awards payable in cash under CSX’s short-term incentive plans; and (iii) 100% of performance units payable under the Company’s LTIP in the form of stock only for cycles prior to 2023. Beginning with the 2023-2025 LTIP, performance units payable under the Company’s LTIP cannot be deferred. Any NEO hired on or after January 1, 2020 receives a Company matching contribution of up to 3.5% for short-term incentive plan deferrals made, with immediate vesting. NEOs also are entitled to receive matching contributions that would have been received under CSX’s 401(k) plan assuming that: (i) certain compensation limits prescribed by the Code did not apply; and (ii) contributions made under the EDCP were instead made under CSX’s 401(k) plan. Messrs. Hinrichs and Fortune were hired after January 1, 2020 and are currently receiving the additional matching contribution. In accordance with a participant’s individual elections, deferred amounts—other than stock awards—are treated as if they were invested among the investment funds available under the qualified 401(k) plan. Participants may elect to change the investment of deferred amounts, other than deferred stock awards. EDCP participants may elect to receive payment of their deferred amounts, including earnings, upon separation from service or upon the attainment of a specified date. Participants may elect to receive payment in the form of a lump sum or in semi-annual installments over a period of up to 10 years (or 20 years, prior to 2021). A participant may apply for accelerated payment of deferred amounts in the event of certain hardships and unforeseeable emergencies. Under the EDCP, cash deferrals are distributed in the form of cash and deferred stock awards (prior to 2023) are paid in the form of CSX common stock. Messrs. Hinrichs, Boone, Goldman and Pelkey voluntarily participate in the EDCP.

  111. 2023 Summary Compensation Table

    2023 Summary Compensation Table The Summary Compensation Table and the accompanying footnotes describe the amount and type of compensation for the NEOs for 2023 and, if applicable, 2022 and 2021.

  112. 2023 Summary Compensation Table

    | Name | Year | Salary ($) | Bonus ($) | Stock Awards ($)(2) | Option Awards ($)(3) | Non-Equity Incentive Plan Compensation ($)(4) | Change in Pension Value and Non-qualified Deferred Compensation Earnings ($)(5) | All Other Compensation ($)(6) | Total ($) | | Joseph R. Hinrichs(1) President and Chief Executive Officer | 2023 | 1,400,000 | — | 8,000,032 | 2,000,003 | 2,415,000 | — | 259,200 | 14,074,235 | | | 2022 | 376,515 | — | 7,000,026 | — | 852,806 | — | 119,170 | 8,348,517 | | Sean R. Pelkey Executive Vice President and Chief Financial Officer | 2023 | 660,000 | — | 1,860,011 | 465,008 | 759,000 | 156,340 | 59,965 | 3,960,324 | | | 2022 | 600,000 | — | 2,292,067 | 1,169,878 | 815,400 | 150,903 | 34,127 | 5,062,375 | | | 2021 | 427,826 | — | 774,847 | 258,359 | 479,165 | 95,725 | 16,270 | 2,052,192 | | Kevin S. Boone Executive Vice President and Chief Commercial Officer | 2023 | 725,000 | — | 2,520,013 | 630,001 | 833,750 | 157,053 | 68,285 | 4,934,102 | | | 2022 | 725,000 | — | 2,313,201 | 781,173 | 1,094,750 | 174,971 | 60,938 | 5,150,033 | | | 2021 | 700,000 | — | 2,203,699 | 734,236 | 1,120,000 | 168,881 | 40,085 | 4,966,901 | | Stephen Fortune(1) Executive Vice President and Chief Digital & Technology Officer | 2023 | 650,000 | — | 1,860,011 | 465,008 | 747,500 | — | 83,469 | 3,805,988 | | | 2022 | 487,500 | — | 2,833,335 | — | 736,125 | — | 25,899 | 4,082,859 | | Nathan D. Goldman(1) Executive Vice President and Chief Legal Officer | 2023 | 570,000 | — | 1,860,011 | 465,008 | 589,950 | 217,004 | 57,585 | 3,759,558 | | | 2022 | 570,000 | — | 1,707,363 | 576,587 | 774,630 | 235,088 | 35,571 | 3,899,239 | | | 2021 | 550,000 | — | 1,616,082 | 538,440 | 792,000 | 226,459 | 57,577 | 3,780,558 | | Jamie J. Boychuk(1) Former Executive Vice President — Operations | 2023 | 433,424 | — | 2,520,013 | 630,001 | 498,438 | 100,942 | 1,726,158 | 5,908,976 | | | 2022 | 725,000 | — | 2,313,201 | 781,173 | 1,094,750 | 175,643 | 41,217 | 5,130,984 | | | 2021 | 700,000 | — | 2,203,699 | 734,236 | 1,120,000 | 169,530 | 35,137 | 4,962,602 |

  113. 2023 Summary Compensation Table

    (1)Mr. Boychuk was involuntarily separated without cause under circumstances that made him eligible for severance benefits under the Company’s executive severance plan on August 4, 2023. In accordance with SEC rules, no amounts are included for any NEO prior to the year in which he became an NEO, other than Mr. Goldman who was an NEO in 2021 and therefore his 2022 amounts are also included.

  114. 2023 Summary Compensation Table

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  115. 2023 Summary Compensation Table

    Compensation Tables | 2023 Summary Compensation Table (2)Stock Awards – Amounts disclosed in this column are related to LTIP performance units and restricted stock units granted in 2021, 2022 and 2023, as applicable, and reflect the aggregate grant date fair value of such stock awards computed in accordance with FASB ASC Topic 718. For performance units, the grant date fair value is based on the probable outcome of performance conditions at the time of grant. For more information and assumptions used in valuing these awards, see Note 4, Stock Plans and Share-Based Compensation in the Notes to the Consolidated Financial Statements in the 2023 Annual Report, which was filed with the SEC on February 14, 2024. If the highest level of performance under each LTIP cycle is achieved, the maximum grant date fair value of the performance units (which does not include stock options, restricted stock units or restricted stock) for each NEO by year of grant would be: (i) 2023, Mr. Hinrichs - $15,000,020, Messrs. Pelkey, Fortune and Goldman - $3,487,500 and Messrs. Boone and Boychuk - $4,725,006; (ii) 2022, Mr. Hinrichs - $8,750,033, Messrs. Pelkey and Goldman - $2,845,605, Messrs. Boone and Boychuk - $3,084,268 and Mr. Fortune - $2,546,929; and (iii) 2021, Mr. Pelkey - $1,230,538, Messrs. Boone and Boychuk - $3,672,832 and Mr. Goldman - $2,693,469. Stock awards related to the LTIP granted in 2023 for Mr. Boychuk will vest on a pro-rata basis in connection with his involuntary separation without cause under circumstances that made him eligible for severance benefits under the Company’s executive severance plan on August 4, 2023, as described in the “Post-Employment Compensation” table below. (3)Option Awards – The values included in this column represent the aggregate grant date fair value of non-qualified stock options granted to each NEO computed in accordance with FASB ASC Topic 718. For more information and assumptions used in valuing these awards, see Note 4, Stock Plans and Share-Based Compensation in the Notes to the Consolidated Financial Statements in the 2023 Annual Report, which was filed with the SEC on February 14, 2024. (4)Non-Equity Incentive Plan Compensation – The 2023 short-term incentive compensation (MICP) was paid on February 16, 2024 based on a 115% Company payout of the Target Incentive Opportunities for each NEO under the 2023 MICP. (5)Change in Pension Value and Non-qualified Deferred Compensation Earnings – The values in this column reflect aggregate changes in the actuarial present value of pension benefits. The changes in values result from increases in each individual’s years of service, total cash compensation and revised mortality assumptions, as well as from a decrease in the pension discount rate from 5.02% to 4.82%. CSX measured its pension values as of December 31, 2023. Messrs. Hinrichs and Fortune do not participate in the CSX Pension Plan. (6)All Other Compensation – The components of “All Other Compensation” for 2023 are as follows:

  116. 2023 Summary Compensation Table

    | Name | CSXtra Plan Contributions ($)(a) | NQDC Plan Contributions ($)(b) | Health Savings Account Contributions ($)(c) | Severance ($)(d) | Perquisites ($)(e) | Total ($) | | Joseph R. Hinrichs | 59,512 | 39,668 | 2,400 | — | 157,620 | 259,200 | | Sean R. Pelkey | 11,795 | 11,273 | 2,400 | — | 34,497 | 59,965 | | Kevin S. Boone | 11,300 | 13,898 | 2,400 | — | 40,687 | 68,285 | | Stephen Fortune | 50,155 | 5,475 | 2,400 | — | 25,440 | 83,469 | | Nathan D. Goldman | 12,767 | 8,473 | 2,400 | — | 33,946 | 57,585 | | Jamie J. Boychuk | 10,177 | 10,442 | 2,400 | 1,678,219 | 24,921 | 1,726,158 |

  117. 2023 Summary Compensation Table

    (a)CSXtra plan contributions include: (i) employer matching contributions that were made based on NEO plan participation; and (ii) other non-elective employer contributions that were made to Messrs. Hinrichs and Fortune. (b)Non-qualified Deferred Compensation Plan contributions include: (i) employer matching contributions that were made based on NEO plan participation; and (ii) other non-elective employer contributions that were made to Messrs. Hinrichs and Fortune. (c)Health Savings Account contributions include employer matching contributions associated with NEO participation in the medical plan. (d)The amount shown for Mr. Boychuk includes $583,152 in severance payments he received in connection with his involuntary separation without cause in August 2023, and $1,095,067, which represents the aggregate number of prorated shares of restricted stock units and stock options outstanding for Mr. Boychuk pursuant to the 2021-2023 and 2022-2024 LTIP cycles multiplied by $31.52, the closing price of the Company’s common stock on August 4, 2023 (his last day of employment) (and in the case of stock options, less the applicable exercise price). (e)The values in this column reflect the aggregate incremental cost to the Company for financial planning/tax preparation services, personal usage of Company aircraft, relocation expenses and the Company’s match for charitable contributions, as applicable. The amount shown for Mr. Hinrichs includes Company-mandated personal aircraft use of $103,253, as described in the CD&A section, and a charitable contribution match of $50,000. The aggregate incremental cost to the Company for use of the Company aircraft is calculated by multiplying the hourly variable cost rate for the aircraft by the hours the executive used the aircraft for personal travel, and adding other costs associated with personal travel on the Company aircraft not included in the hourly variable cost rate, as applicable.

  118. 2023 Summary Compensation Table

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  119. 2023 Summary Compensation Table

    Compensation Tables | 2023 Grants of Plan-Based Awards Table

  120. 2023 Grants of Plan-Based Awards Table

    2023 Grants of Plan-Based Awards Table In 2023, the NEOs received grants of the plan-based awards as shown in the table below.

  121. 2023 Grants of Plan-Based Awards Table

    | Name | Grant Date | Estimated Possible Payouts Under Non-Equity Incentive Plan Awards(1) | | | Estimated Future Payouts Under Equity Incentive Awards (# of units)(2) | | | All Other Stock Awards (units)(3) | All Other Option Awards (#)(4) | Exercise Price of Option Awards ($) | Grant Date Fair Value of Stock and Option Awards ($)(5) | | | | Threshold ($) | Target ($) | Maximum ($) | Threshold (units) | Target (units) | Maximum (units) | | | | | | Joseph R. Hinrichs | Feb. 15, 2023 | | | | 0 | 189,454 | 473,635 | 63,152 | | | 8,000,032 | | | Feb. 15, 2023 | | | | | | | | 202,943 | 31.67 | 2,000,003 | | | | 52,500 | 2,100,000 | 4,200,000 | | | | | | | | | Sean R. Pelkey | Feb. 15, 2023 | | | | 0 | 44,048 | 110,120 | 14,683 | | | 1,860,011 | | | Feb. 15, 2023 | | | | | | | | 47,185 | 31.67 | 465,008 | | | | 16,500 | 660,000 | 1,320,000 | | | | | | | | | Kevin S. Boone | Feb. 15, 2023 | | | | 0 | 59,678 | 149,195 | 19,893 | | | 2,520,013 | | | Feb. 15, 2023 | | | | | | | | 63,927 | 31.67 | 630,001 | | | | 18,125 | 725,000 | 1,450,000 | | | | | | | | | Stephen Fortune | Feb. 15, 2023 | | | | 0 | 44,048 | 110,120 | 14,683 | | | 1,860,011 | | | Feb. 15, 2023 | | | | | | | | 47,185 | 31.67 | 465,008 | | | | 16,250 | 650,000 | 1,300,000 | | | | | | | | | Nathan D. Goldman | Feb. 15, 2023 | | | | 0 | 44,048 | 110,120 | 14,683 | | | 1,860,011 | | | Feb. 15, 2023 | | | | | | | | 47,185 | 31.67 | 465,008 | | | | 12,825 | 513,000 | 1,026,000 | | | | | | | | | Jamie J. Boychuk | Feb. 15, 2023 | | | | 0 | 59,678 | 149,195 | 19,893 | | | 2,520,013 | | | Feb. 15, 2023 | | | | | | | | 63,927 | 31.67 | 630,001 | | | | 18,125 | 725,000 | 1,450,000 | | | | | | | |

  122. 2023 Grants of Plan-Based Awards Table

    (1)Estimated Possible Payouts Under Non-Equity Incentive Plan Awards – The amounts in these columns reflect the threshold, target and maximum payout opportunities for 2023 under the MICP based on the Target Incentive Opportunities for each NEO. The values reflect a threshold payout of 2.5% of each NEO’s Target Incentive Opportunity, a target payout of 100% of each NEO’s Target Incentive Opportunity and a maximum payout of 200% of each NEO’s Target Incentive Opportunity. The amounts actually paid for 2023 under the MICP are included in the “Summary Compensation Table.” (2)Estimated Future Payouts Under Equity Incentive Plan Program – The amounts in these columns reflect the number of shares subject to performance units granted for the 2023-2025 LTIP cycle that are eligible to be earned and vest based on threshold, target and maximum achievement of pre-established financial performance goals. The Company’s performance over the 2023-2025 performance period will determine the number of shares that are paid out in respect of such performance units, which can range from 0% to 250% of the performance units subject to the grants. The 2023-2025 LTIP is designed to payout 0% at threshold, 100% at target and 200% at maximum. The number listed in the threshold column (0% of the total performance units subject to the grant) is the number of performance units that would be earned if the threshold performance level were achieved for only one of the financial performance measures. The NEOs also have a Relative TSR payout modifier applicable to the performance units based on a linear formula, which can increase or decrease the payout by as much as 25%, giving them a threshold payout of 0% and a maximum payout of 250%. The number listed in the threshold column (0% of the total performance units subject to the grant) is the number of performance units that would be earned if the threshold performance level were achieved for only one of the financial performance measures and the modifier is -25%. If both financial performance measures reach threshold performance level and the modifier is -25%, the resulting threshold payout would be 12.5% for the NEOs. The number listed in the maximum column (250% of the total performance units subject to the grant) is the number of performance units that would be earned if each metric pays out at a maximum of 200% and the modifier is +25%.

  123. 2023 Grants of Plan-Based Awards Table

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  124. 2023 Grants of Plan-Based Awards Table

    Compensation Tables | 2023 Grants of Plan-Based Awards Table (3)All Other Stock Awards – The amounts in this column represent the number of restricted stock units granted to Messrs. Hinrichs, Pelkey, Boone, Goldman, Fortune and Boychuk on February 15, 2023. One third of these units vested on February 15, 2024, and the remaining units will vest ratably on February 15, 2025 and February 15, 2026, subject to the NEO’s continued employment through the applicable vesting date. (4)All Other Option Awards – The amounts in this column represent the number of non-qualified stock options granted to Messrs. Hinrichs, Pelkey, Boone, Goldman, Fortune and Boychuk on February 15, 2023, which vest and become exercisable on a three-year graded vesting schedule. One third of these options became exercisable on February 15, 2024, and the remaining options will become exercisable ratably on February 15, 2025 and February 15, 2026. These options were granted with an exercise price equal to the closing stock price on the date of grant of $31.67. (5)Grant Date Fair Value of Stock and Option Awards – The values in this column reflect the grant date fair value of performance units and non-qualified stock options granted in 2023, calculated in accordance with FASB ASC Topic 718, and, for performance units, based on the probable outcome of the performance conditions (which is the target). For more information and assumptions used in valuing these awards, see Note 4, Stock Plans and Share-Based Compensation in the Notes to the Consolidated Financial Statements in the 2023 Annual Report, which was filed with the SEC on February 14, 2024, and, for the grant date value of the performance units if maximum levels of performance are achieved, see footnote 2 to the “Summary Compensation Table.”

  125. 2023 Grants of Plan-Based Awards Table

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  126. 2023 Grants of Plan-Based Awards Table

    Compensation Tables | 2023 Outstanding Equity Awards at Fiscal Year-End

  127. 2023 Outstanding Equity Awards at Fiscal Year-End

    2023 Outstanding Equity Awards at Fiscal Year-End The table below presents information pertaining to all outstanding equity awards held by the NEOs as of December 31, 2023. Stock awards are comprised of outstanding performance units, non-qualified stock options, restricted stock units and restricted stock.

  128. 2023 Outstanding Equity Awards at Fiscal Year-End

    | | Option Awards | | | | | Stock Awards | | | | | | | Name | Options Exercisable | Options Unexercisable(1) | Option Price ($) | | Option Expiration Date | Shares Not Vested(2) | Market Value ($)(3) | | Equity Incentive Awards Not Vested(4) | Market Value ($)(5) | | | Joseph R. Hinrichs | — | 202,943 | | 31.67 | 2/15/33 | 190,750 | | 6,613,303 | 280,705 | | 9,732,042 | | Sean R. Pelkey | 2,223 | — | | 16.13 | 2/22/27 | 55,892 | | 1,937,776 | 67,692 | | 2,346,882 | | | 10,632 | — | | 17.94 | 2/6/28 | | | | | | | | | 9,429 | — | | 22.70 | 2/6/29 | | | | | | | | | 19,848 | — | | 26.50 | 2/18/30 | | | | | | | | | 5,133 | 2,568 | | 29.49 | 2/9/31 | | | | | | | | | 14,781 | 7,392 | | 33.21 | 6/4/31 | | | | | | | | | — | 59,989 | | 34.36 | 1/24/32 | | | | | | | | | 18,991 | 37,984 | | 35.17 | 2/16/32 | | | | | | | | | — | 47,185 | | 31.67 | 2/15/33 | | | | | | | | Kevin S. Boone | 15,969 | — | | 17.59 | 10/1/27 | 66,726 | | 2,313,390 | 91,711 | | 3,179,620 | | | 15,084 | — | | 17.94 | 2/6/28 | | | | | | | | | 13,455 | — | | 22.70 | 2/6/29 | | | | | | | | | 246,507 | — | | 23.48 | 12/4/29 | | | | | | | | | 216,927 | — | | 26.50 | 2/18/30 | | | | | | | | | 62,100 | 31,050 | | 29.49 | 2/9/31 | | | | | | | | | 25,730 | 51,461 | | 35.17 | 2/16/32 | | | | | | | | | — | 63,927 | | 31.67 | 2/15/33 | | | | | | | | Stephen Fortune | — | 47,185 | | 31.67 | 2/15/33 | 54,020 | | 1,872,873 | 65,264 | | 2,262,703 | | Nathan D. Goldman | 161,487 | — | | 17.94 | 2/6/28 | 49,132 | | 1,703,406 | 67,692 | | 2,346,882 | | | 137,301 | — | | 22.70 | 2/6/29 | | | | | | | | | 211,293 | — | | 23.48 | 12/4/29 | | | | | | | | | 173,541 | — | | 26.50 | 2/18/30 | | | | | | | | | 45,540 | 22,770 | | 29.49 | 2/9/31 | | | | | | | | | 18,991 | 37,984 | | 35.17 | 2/16/32 | | | | | | | | | — | 47,185 | | 31.67 | 2/15/33 | | | | | | | | Jamie J. Boychuk | — | 26,737 | | 29.49 | 2/9/31 | — | | — | 33,535 | | 1,162,658 | | | 25,730 | 27,160 | | 35.17 | 2/16/32 | | | | | | | | | — | 12,429 | | 31.67 | 2/15/33 | | | | | | |

  129. 2023 Outstanding Equity Awards at Fiscal Year-End

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  130. 2023 Outstanding Equity Awards at Fiscal Year-End

    Compensation Tables | 2023 Outstanding Equity Awards at Fiscal Year-End (1)Number of Securities Underlying Unexercised Options (Unexercisable) – All stock options were granted 10 years prior to the Option Expiration Date listed in the table above. The stock options granted to Mr. Pelkey on January 24, 2022 vest and become exercisable on a graded vesting schedule, with 50% vesting on the second anniversary of the grant date and 50% vesting on the third anniversary of the grant date. The other stock options granted to the NEOs in 2020, 2021, 2022 and 2023 vest and become exercisable on a three-year graded vesting schedule on each of the first three anniversaries of the grant date, generally subject to the NEO’s continued service through the applicable vesting date. (2)Number of Shares or Units of Stock That Have Not Vested – The units reflected in this column represent restricted stock units granted: on January 24, 2022 to Mr. Pelkey that vest 50% on January 24, 2024 and 50% on January 24, 2025; on April 1, 2022 to Mr. Fortune that vest one-third on April 1, 2023, one-third on April 1, 2024 and one-third on April 1, 2025; and on September 26, 2022 to Mr. Hinrichs that vest on September 26, 2025. This column also includes restricted stock units granted under the 2021-2023 LTIP cycle, the 2022-2024 LTIP cycle and the 2023-2025 LTIP cycle. The outstanding restricted stock units granted to Mr. Boychuk under each of the aforementioned cycles are considered vested, since there are no further conditions on his receiving the shares, though they will not actually vest until the applicable vesting date under each of these cycles. Vesting of all outstanding awards are generally subject to the NEO’s continued service through the applicable vesting date. (3)Market Value of Shares or Units of Stock That Have Not Vested – The market values are based on the closing price of the Company’s common stock as of December 29, 2023 (the last trading day of 2023) of $34.67. (4)Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested – The amounts reflected in this column represent performance units granted under the 2022-2024 and 2023-2025 LTIPs. The number of performance units shown is equal to the target number of performance units granted under the 2022-2024 LTIP cycle and the 2023-2025 LTIP cycle (and in the case of Mr. Boychuk, prorated to reflect his partial year of service). These performance units are eligible to be earned and vest based on achievement of Company performance measures over the applicable performance period. Performance units granted under the 2021-2023 LTIP cycle are considered earned as of December 31, 2023 and are included in the “2023 Option Exercises and Stock Vested” table below. (5)Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested – The market values are based on the closing price of the Company’s common stock as of December 29, 2023 (the last trading day of 2023) of $34.67 per share.

  131. 2023 Outstanding Equity Awards at Fiscal Year-End

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  132. 2023 Outstanding Equity Awards at Fiscal Year-End

    Compensation Tables | 2023 Option Exercises and Stock Vested Table

  133. 2023 Option Exercises and Stock Vested Table

    2023 Option Exercises and Stock Vested Table The table below presents the value of performance units, restricted stock units and restricted stock that vested in 2023, and the non-qualified stock options that were exercised in 2023.

  134. 2023 Option Exercises and Stock Vested Table

    | | Option Awards | | Stock Awards | | | Name | Shares Acquired on Exercise(1) | Value Realized on Exercise ($) | Shares Acquired on Vesting(2) | Value Realized on Vesting ($)(3) | | Joseph R. Hinrichs | — | — | — | — | | Sean R. Pelkey | — | — | 28,439 | 1,006,456 | | Kevin S. Boone | — | — | 83,775 | 2,964,797 | | Stephen Fortune | — | — | 12,419 | 371,825 | | Nathan D. Goldman | — | — | 61,436 | 2,174,220 | | Jamie J. Boychuk | 560,364 | 4,697,318 | 111,354 | 3,798,065 |

  135. 2023 Option Exercises and Stock Vested Table

    (1)Shares Acquired on Exercise – Shares acquired on exercise include non-qualified stock options exercised and sold on December 27, 2023 by Mr. Boychuk. (2)Shares Acquired on Vesting – Shares acquired through stock awards include: (i) performance units that were paid out pursuant to the 2021-2023 LTIP; (ii) restricted stock units granted to Mr. Fortune that vested on April 1, 2023; and (iii) outstanding restricted stock units granted to Mr. Boychuk pursuant to the 2021-2023, 2022-2024 and 2023-2025 LTIP cycles, since there are no further conditions on his receiving the shares. (3)Value Realized on Vesting – The values in this column reflect: (i) the number of performance units paid out pursuant to the 2021-2023 LTIP cycle multiplied by $35.39, the closing price of the Company’s common stock on January 26, 2024, which is the date the performance units were paid out; (ii) the number of shares of restricted stock units granted to Mr. Fortune pursuant to his sign-on stock award multiplied by $29.94, the closing price of the Company’s common stock on April 1, 2023, which is the date the restricted stock units vested; and (iii) the aggregate number of prorated shares of restricted stock units outstanding for Mr. Boychuk pursuant to the 2021-2023, 2022-2024 and 2023-2025 LTIP cycles multiplied by $31.52, the closing price of the Company’s common stock on August 4, 2023 (his last day of employment).

  136. 2023 Option Exercises and Stock Vested Table

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  137. 2023 Option Exercises and Stock Vested Table

    Compensation Tables | 2023 Pension Benefits Table

  138. 2023 Pension Benefits Table

    2023 Pension Benefits Table As described below, CSX maintains closed defined benefit pension plans (qualified and non-qualified) under which the NEOs are eligible for benefits.

  139. 2023 Pension Benefits Table

    | Name | Plan Name | Years Credited Service | Present Value Accumulated Benefits ($)(2) | Payments During Last FY ($) | | Joseph R. Hinrichs(1) | Qualified Pension Plan | — | — | — | | | Non-qualified Special Retirement Plan | — | — | — | | Sean R. Pelkey | Qualified Pension Plan | 18.500 | 311,623 | — | | | Non-qualified Special Retirement Plan | 18.500 | 345,987 | — | | Kevin S. Boone | Qualified Pension Plan | 6.333 | 163,484 | — | | | Non-qualified Special Retirement Plan | 6.333 | 558,055 | — | | Stephen Fortune(1) | Qualified Pension Plan | — | — | — | | | Non-qualified Special Retirement Plan | — | — | — | | Nathan D. Goldman | Qualified Pension Plan | 20.583 | 629,276 | — | | | Non-qualified Special Retirement Plan | 20.583 | 1,158,816 | — | | Jamie J. Boychuk | Qualified Pension Plan | 6.333 | 161,441 | — | | | Non-qualified Special Retirement Plan | 6.333 | 522,723 | — |

  140. 2023 Pension Benefits Table

    (1)Messrs. Hinrichs and Fortune do not participate in the pension plans, based on their hire date; more information on the qualified Pension Plan can be found under the “Benefits” subsection of the CD&A section beginning on page 86 of this Proxy Statement. They instead receive a non-elective contribution of 3% of base pay and actual bonus into their CSXtra 401(k) Plan accounts and Executive Deferred Compensation Plan (EDCP) accounts. (2)For each of the NEOs, pension benefits accrue based on a “cash balance” formula. Under the cash balance formula, benefits are expressed in the form of a hypothetical account balance. For each month of service, the NEO’s account is credited with a percentage of the participant’s pay for that month. The percentage of pay credited is determined based on the participant’s age and years of service. More information on the qualified Pension Plan can be found under the “Benefits” subsection of the CD&A beginning on page 86 of this Proxy Statement.

  141. 2023 Non-qualified Deferred Compensation Table

    2023 Non-qualified Deferred Compensation Table The following table presents a summary of 2023 contributions made under the EDCP, as well as associated 2023 earnings, distributions and year-end balances. Two types of deferrals are represented below: cash and CSX stock deferrals. Cash deferrals include deferred portions of an NEO’s base salary and short-term incentive payments. CSX stock deferrals include deferred portions of compensation payable in the form of CSX common stock.

  142. 2023 Non-qualified Deferred Compensation Table

    | Name | Executive Contributions Last Fiscal Year(1) | Registrant Contributions Last Fiscal Year(2) | Aggregate Earnings Last Fiscal Year(3) | Aggregate Distributions Last Fiscal Year | Aggregate Balance Last Fiscal Year-End | | Joseph R. Hinrichs | 64,325 | 39,668 | 11,959 | — | 133,189 | | Sean R. Pelkey | 363,948 | 11,273 | 66,760 | — | 479,484 | | Kevin S. Boone | 23,825 | 13,898 | 28,323 | — | 168,558 | | Stephen Fortune | — | 5,475 | 105 | — | 5,580 | | Nathan D. Goldman | 14,525 | 8,473 | 11,156 | — | 172,235 | | Jamie J. Boychuk | 17,900 | 10,442 | 12,992 | — | 114,672 |

  143. 2023 Non-qualified Deferred Compensation Table

    (1)Executive Contributions in the Last Fiscal Year – The values in this column reflect salary deferred by the NEOs in 2023, under the EDCP. These amounts are also included in the “Salary” column of the “Summary Compensation Table.” (2)Company Contributions in the Last Fiscal Year – Company contributions in 2023 are also reported in the “All Other Compensation” column of the “Summary Compensation Table.” See footnote 6 to that table for more details. (3)Aggregate Earnings in the Last Fiscal Year – Earnings on cash deferrals include the total gains and losses credited in 2023 based on participant investment elections.

  144. 2023 Non-qualified Deferred Compensation Table

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  145. 2023 Non-qualified Deferred Compensation Table

    Compensation Tables | Potential Payouts Under Change-of-Control Agreements

  146. No Tax Gross-Ups for Excess Parachute Payments

    | Year (a) | Summary Compensation Table Total for Current PEO(1) (b) | Compensation Actually Paid to Current PEO(2) (c) | Summary Compensation Table Total for Former PEO(1) (b1) | Compensation Actually Paid to Former PEO(2) (c1) | Average Summary Compensation Table Total for Non-PEO NEOs(1) (d) | Average Compensation Actually Paid to Non-PEO NEOs(2) (e) | Value of Initial Fixed $100 Investment Based On: | | Net Income(4) (in Millions) (h) | Economic Profit(5) (in Millions) (i) | | | | | | | | | Total Shareholder Return (f) | Peer Group Total Shareholder Return(3) (g) | | | | 2023 | $14,074,235 | $15,733,686 | N/A | N/A | $4,114,993 | $4,663,286 | $151 | $150 | $3,715 | $2,658 | | 2022 | $8,348,517 | $9,301,674 | $19,536,434 | $9,694,786 | $4,856,562 | $3,422,243 | $133 | $127 | $4,166 | $2,962 | | 2021 | N/A | N/A | $20,006,806 | $32,556,244 | $4,076,812 | $6,737,795 | $160 | $134 | $3,781 | $2,472 | | 2020 | N/A | N/A | $15,306,715 | $28,736,814 | $3,586,272 | $6,163,283 | $127 | $111 | $2,765 | $1,761 |

  147. Pay Versus Performance

    Pay Versus Performance (2)Compensation “actually paid” for the PEO and average compensation “actually paid” for the non-PEO NEOs in 2023 reflect the respective amounts set forth in columns (b), (b1) and (d), adjusted as follows in the table below, as determined in accordance with SEC rules. These dollar amounts do not reflect the actual amount of compensation earned by or paid to the PEO and our other NEOs during the applicable year.

  148. Pay Versus Performance

    | | Calculation for Current PEO | Calculation for Former PEO | Calculation for Average of Non-PEO NEOs | | Calculation of Compensation “Actually Paid” | Year 2023 ($) | Year 2023 ($) | Year 2023 ($) | | Summary Compensation Table Total | 14,074,235 | N/A | 4,114,993 | | Less Stock Award Value Reported in Summary Compensation Table for the Covered Year | (10,000,035) | N/A | (2,531,268) | | Plus Fair Value for Awards Granted in the Covered Year | 11,189,926 | N/A | 2,813,371 | | Change in Fair Value of Awards from Prior Years that Vested in the Covered Year | — | N/A | 97,001 | | Change in Fair Value of Outstanding Unvested Awards from Prior Years | 469,561 | N/A | 238,928 | | Less Fair Value of Awards Forfeited during the Covered Year | — | N/A | — | | Plus Fair Value of Incremental Dividends of Earnings Paid on Stock Awards | — | N/A | — | | Less Aggregate Change in Actuarial Present Value of Accumulated Benefit Under Pension Plans | — | N/A | (132,599) | | Plus Aggregate Service Cost and Prior Service Cost for Pension Plans | — | N/A | 62,860 | | Compensation “Actually Paid” | 15,733,686 | N/A | 4,663,286 |

  149. Pay Versus Performance

    Fair values set forth in the table above are computed in accordance with ASC 718 as of the end of the respective fiscal year, other than fair values of awards that vest in the covered year, which are valued as of the applicable vesting date. (3)Peer Group Total Shareholder Return is based on the S&P 500 Industrials Index, which is a peer group disclosed in the CD&A section of this Proxy Statement used by CSX to help determine executive pay. (4)Reflects “Net Income” in the Company’s Consolidated Statements of Income included in the Company’s Annual Reports on Form 10-K for each of the years ended December 31, 2023, 2022, 2021 and 2020. (5)We determined Economic Profit (CSX Cash Earnings or CCE) to be the “most important” financial performance measure used to link performance to “Compensation Actually Paid” to our PEO and other NEOs in fiscal 2023, in accordance with Item 402(v) of Regulation S-K. Economic Profit is a non-GAAP financial measure designed to measure whether returns on new investments exceed an expected rate of return and to encourage investments in profitable growth projects. As we previously explained, Economic Profit is calculated as gross cash earnings minus the capital charge on gross operating assets. See the Company’s Annual Report on Form 10-K for the year ended December 31, 2023 for reconciliation to the corresponding GAAP amounts.

  150. Pay Versus Performance

    | 2024 Proxy Statement | 102 |

  151. Q: Does the Board consider director nominees recommended by shareholders?

    Q: Does the Board consider director nominees recommended by shareholders? A:Yes. The Governance and Sustainability Committee of the Board will review recommendations as to possible nominees received from shareholders and other qualified sources. The Governance and Sustainability Committee will evaluate these recommendations about nominees using the same criteria it uses for other director nominees. Shareholder recommendations should be submitted in writing addressed to the Chair of the Governance and Sustainability Committee, CSX Corporation, 500 Water Street, C160, Jacksonville, Florida 32202, and should include a statement about the qualifications and experience of the proposed nominee. Shareholders who wish to nominate a director instead should do so in accordance with the nomination provisions of the Company’s bylaws. A shareholder nomination for the 2025 Annual Meeting must be delivered to the Company within the time periods described above and set forth in the Company’s bylaws.

  152. Q: Does the Board consider director nominees recommended by shareholders?

    | 119 | |

  153. Q: Does the Board consider director nominees recommended by shareholders?

    | Helpful Links |

  154. Q: Does the Board consider director nominees recommended by shareholders?

    | Annual Meeting | | | 2024 Annual Meeting Webpage | www.virtualshareholdermeeting.com/CSX2024 | | 2023 Annual Report | https://s2.q4cdn.com/859568992/files/doc_financials/2023/ q4/913a6f6f-7cbe-4481-9873-39ab722ebec0.pdf | | Committee Charters and Governance Documents | https://investors.csx.com/esg/governance/governance-documents/default.aspx | | 2022 ESG Report | https://s2.q4cdn.com/859568992/files/doc_financials/2023/ar/12/2022-csx-esg- report.pdf | | Quarterly Results | https://investors.csx.com/financials/quarterly-results/default.aspx | | About CSX Corporation | | | Website | https://www.csx.com/ | | Management | https://investors.csx.com/esg/governance/management/default.aspx | | ESG | https://investors.csx.com/esg/default.aspx | | Investor Resources | https://investors.csx.com/resources/investor-faqs/default.aspx |

  155. Q: Does the Board consider director nominees recommended by shareholders?

    | 2024 Proxy Statement | 120 |