DEF 14A of CSX Corp, Mar 25, 2025

DEF 14A of CSX Corp

Filed Mar 25, 2025 · FY20240000277948-25-000017

Open on EDGAR

  1. Director Nominees’ Key Skills and Experiences

    Director Nominees’ Key Skills and Experiences In determining the qualifications of a director nominee, our Board of Directors and the Governance and Sustainability Committee consider the following to be key skills and areas of experience that are important to be represented on the Board as a whole:

  2. Director Nominees’ Key Skills and Experiences

    | | | | | | | The key skills and experiences represented in this graphic have been identified by our Board through its annual self-evaluation process as important to the Company's business strategy and growth initiatives, key financial objectives, environmental stewardship and stakeholder interests. | | | Accounting/Financial Reporting Experience as an accountant, auditor, chief financial officer or senior leader responsible for financial reporting is important because it assists directors with their oversight of the preparation and audit of the Company's financial statements, and internal controls and procedures. | Halverson | Hilal | Hinrichs | Moffett | | | | | Wainscott | Whisler | Zillmer | | | | | Business Operations Business operations experience gives directors a practical understanding of developing, implementing and assessing the Company's operating plan and business strategy. | Bostick | Chow | Halverson | Hilal | | | | | Hinrichs | Moffett | Vautrinot | Wainscott | | | | | Whisler | Zillmer | | | | | | Corporate Governance Corporate governance experience supports Board and management accountability, transparency and protection of shareholder interests. | Chow | Halverson | Hilal | Hinrichs | | | | | Moffett | Riefler | Vautrinot | Wainscott | | | | | Whisler | Zillmer | | | | | | Finance/Capital Allocation Financial and capital allocation experience is important in evaluating capital markets and the Company's design and implementation of financing and capital allocation strategies. | Begeman | Bostick | Chow | Halverson | | | | | Hilal | Hinrichs | Moffett | Riefler | | | | | Wainscott | Whisler | Zillmer | | | | | Government/Regulated Industries Government and regulated industries experience is important in understanding the legislative process and regulatory environment in which the Company operates and oversight of the Company's strategy and regulatory compliance. | Begeman | Bostick | Chow | Halverson | | | | | Hilal | Hinrichs | Moffett | Riefler | | | | | Vautrinot | Wainscott | Whisler | Zillmer | |

  3. Director Nominees’ Key Skills and Experiences

    | 21 | |

  4. Director Nominees’ Key Skills and Experiences

    Corporate Governance | Board Nomination Process and Qualifications – Director Nominees’ Key Skills and Experiences

  5. Director Nominees’ Key Skills and Experiences

    | This graphic reflects the specific key skills and experiences of each individual director nominee as relied on most by the Board, and highlights the collective contributions that our Board believes are necessary for a balanced and effective Board. The absence of a designation in this graphic does not mean that a director does not possess that particular skill or experience. Moreover, each director also contributes other important skills, experiences, expertise, background, qualities and attributes to our Board that are not represented in this graphic. | | | | | | | | | | Human Capital Management Human capital management experience is valuable in understanding the dynamics of attracting, motivating and retaining high-performing employees, including succession planning efforts. | Begeman | Bostick | Chow | Halverson | | | | | Hilal | Hinrichs | Moffett | Riefler | | | | | Vautrinot | Wainscott | Whisler | Zillmer | | | | Risk/Crisis Management Risk/crisis management experience is critical in helping the Board fulfill its responsibilities with respect to its risk oversight and mitigation, as well as providing Board leadership in navigating through corporate crises. Such Board risk oversight and mitigation responsibilities include oversight with respect to cybersecurity risk and the overall resiliency of the Company's technology infrastructure. | Begeman | Bostick | Chow | Halverson | | | | | Hinrichs | Moffett | Riefler | Vautrinot | | | | | Wainscott | Whisler | Zillmer | | | | | Sustainability Sustainability experience supports the Company's effort to meet the highest standards of environmental stewardship and prioritize the health and safety of our employees and communities in which we operate. Also, climate-related experience is key to understanding climate or weather-related risks and helping better serve our customers' evolving needs. | Begeman | Bostick | Chow | Hilal | | | | | Hinrichs | Riefler | Vautrinot | Whisler | | | | | Zillmer | | | | | | | Technology/Cybersecurity Experience or expertise in information technology, digitalization, data management, product or process innovation or cybersecurity is important to helping guide the Company’s business strategy and assessing evolving technology opportunities and cybersecurity or information security risks. | Bostick | Chow | Hinrichs | Vautrinot | | | | | Wainscott | Whisler | Zillmer | | | | | Transportation Industry/Supply Chain Management Transportation industry experience is important to understanding rail operations, the dynamics within the freight transportation sector, key performance indicators and the competitive environment. | Begeman | Bostick | Chow | Hilal | | | | | Hinrichs | Wainscott | Whisler | Zillmer |

  6. Director Nominees’ Key Skills and Experiences

    | 2025 Proxy Statement | 22 |

  7. Director Nominees’ Key Skills and Experiences

    Corporate Governance | Board Nomination Process and Qualifications – Board Composition, Refreshment and Diversity

  8. Director Commitments

    Director Commitments Our Board of Directors believes that all members of the Board must be willing and able to devote the substantial time and capacity required to carry out the duties and responsibilities of directors—a qualification that is enshrined in the CSX Corporate Governance Guidelines. Accordingly, and in line with good governance practices and shareholder feedback, as part of the Governance and Sustainability Committee’s annual review and assessment of these guidelines, in 2023, the Board adopted a revised policy on our directors’ service on the boards of other public companies to set meaningful limitations on such service, as follows:

  9. Director Commitments

    | Director Commitments Policy with Numerical Limits for All Directors 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. All other directors may not serve on more than five public company boards, including the CSX Board. |

  10. Director Commitments

    This policy, which is contained in the CSX Corporate Governance Guidelines, also continues to provide that each director is expected to inform the Chair of the Governance and Sustainability Committee in advance in writing in the event that such director is considering an offer to serve on the board of another public company. If a director intends to join a new public company board, the board or committee appointments will be discussed with the Governance and Sustainability Committee in advance to the extent that such appointments may create concerns with respect to scheduling issues or potential conflicts of interest. All our directors, including each of our director nominees, are in compliance with our revised policy on our directors’ service on the boards of other public companies. Additionally, per our policies and practices, the Board has evaluated and maintains that each of our incumbent directors elected at the 2024 Annual Meeting has proven the ability to commit sufficient time and capacity to Board duties and to otherwise fulfill the responsibilities required of directors in 2024. Such demonstration is evidenced by Board and committee meeting attendance and their preparation in advance of meetings, contribution to Board discussions, decision-making, engagement with other members of the Board and management and responsiveness to communications, which is evidenced in the annual evaluation of each individual director’s performance. See “John J. Zillmer Remains the Best Choice for Chair of the Board” below on page 38 for additional detail regarding our evaluation of our Board Chair’s commitments.

  11. Director Commitments

    | 2025 Proxy Statement | 24 |

  12. Director Commitments

    | Director Nominees |

  13. Director Commitments

    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 “Director Nominees’ Key Skills and Experiences” section beginning on page 21 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.

  14. Director Commitments

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

  15. Director Commitments

    | 25 | |

  16. Director Commitments

    | Ann D. Begeman, 60 | | | NEW DIRECTOR NOMINEE DIRECTOR SINCE 2025 | CAREER HIGHLIGHTS ■Provides consulting services on railroad regulatory and government affairs matters after more than three decades of public service in the legislative and executive branches of government. Served as an independent peer reviewer for a Congressionally mandated report issued in 2024 by the Transportation Research Board of the National Academy of Sciences. ■Served as a member of the Surface Transportation Board (the “STB”), an independent federal agency charged with the economic regulation of various modes of surface transportation, primarily freight rail, from 2011 through 2021, including in leadership roles as the STB’s Chairman and Acting Chairman, from 2017 to 2021, and as Vice Chairman. Her tenure was marked by her commitment to working with her Board member colleagues and Board staff to improve the agency’s accountability, transparency and timeliness. ■Served in various positions in the U.S. Senate from 1992 to 2011, including as Republican Staff Director for the U.S. Senate Committee on Commerce, Science, and Transportation, as the U.S. Senate Commerce Committee’s Deputy Staff Director and Transportation Policy Advisor and as Legislative Director and Acting Chief of Staff for Senator John McCain. OTHER LEADERSHIP EXPERIENCE During her tenure in transportation-specific roles in the U.S. Senate, Ms. Begeman was instrumental in the creation of the STB under the ICC Termination Act, later serving two terms as a member of the STB after Presidential Appointment and Senate confirmation in 2011 and 2016. She was a 2020 Railway Age Women in Rail award recipient in recognition of her work at the STB. Ms. Begeman has also worked in the private sector, serving as a senior benefits specialist in Human Resources for First American Bankshares, Inc. |

  17. Director Commitments

    | KEY SKILLS AND QUALIFICATIONS | | CSX COMMITTEE ASSIGNMENTS AND RATIONALE | | | Government/Regulated Industries Extensive legislative and regulatory experience developed over her decades of public service in the U.S. Senate and on the STB, an independent federal agency charged with the economic regulation of various modes of surface transportation, primarily freight rail. | Finance ■Over a decade of service as a member of the STB, including as Chairman and in other leadership roles, which is the federal agency charged with the economic regulation of various modes of surface transportation, primarily freight rail, and that has jurisdiction over railroad rate, practice and service issues as well as railroad restructuring transactions. ■Capital allocation, strategic financial and budgeting perspective gained through her roles in the U.S. Senate and as Chairman, Vice Chairman and a member of the STB. | | | Transportation Industry/Supply Chain Management Expertise in all aspects of the rail and freight industries, particularly in the regulatory and rule-making environment through her tenure in transportation-specific roles in the U.S. Senate and in leadership roles at the STB, which has jurisdiction over railroad rate, practice and service issues. | | | | Risk/Crisis Management Relevant experience through the STB’s oversight of rail economic regulations. | | | | Finance/Capital Allocation Served in the U.S. Senate and at the STB, through which she gained capital allocation, strategic financial and budgeting perspective. | | | OTHER CURRENT PUBLIC COMPANY DIRECTORSHIPS | | | | ■None | | |

  18. Director Commitments

    | 2025 Proxy Statement | 26 |

  19. Director Commitments

    | Thomas P. Bostick, 68 | | | INDEPENDENT DIRECTOR NOMINEE DIRECTOR SINCE 2020 | CAREER HIGHLIGHTS ■Chief Executive Officer of Bostick Global Strategies, LLC, a management consulting firm specializing in engineering, environmental sustainability, human resources, biotechnology, executive coaching and program and project management, since 2016. ■Served 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 significant restructuring that resulted in Intrexon being renamed as Precigen. ■Retired as a U.S. Army Lieutenant General in 2016. ■Served as Chief of Engineers and Commanding General of the U.S. Army Corps of Engineers, where he was responsible for most of the nation’s civil works infrastructure and military construction. ■Served 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 nuclear and mixed waste management provider. He is 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 how organizations discover, engage and hire the best talent. He is a Member of the National Academy of Engineering and the National Academy of Construction. |

  20. Director Commitments

    | KEY SKILLS AND QUALIFICATIONS | | CSX COMMITTEE ASSIGNMENTS AND RATIONALE | | | Business 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. | Finance ■Oversight of company capital structure, cash flows and key financial ratios or metrics 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. ■Service 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 ■Numerous leadership roles in public and private companies and the U.S. military, with experience in evaluating and overseeing leadership and management structures. ■Leadership at the U.S. Army Corps of Engineers and several companies focused on sustainability, including addressing environmental challenges. | | | Government/Regulated Industries Long-tenured service and distinguished career in commanding roles with the U.S. military. | | | | Human 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. | | | | Sustainability 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. | | | OTHER CURRENT PUBLIC COMPANY DIRECTORSHIPS | | | | ■Perma-Fix Environmental Services, Inc. | | |

  21. Director Commitments

    | 27 | |

  22. Director Commitments

    | Anne H. Chow, 58 | | | INDEPENDENT DIRECTOR NOMINEE DIRECTOR SINCE 2024 | CAREER HIGHLIGHTS ■Served as Chief Executive Officer of AT&T Business from 2019 to 2022, where she was responsible for leading a $35 billion global business 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. ■Held 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. ■Currently serves as a Lead Independent Director of Franklin Covey, a company dedicated to organizational transformation. Also serves as an independent director of 3M, a company focused on material science innovation for impact. ■Senior Fellow and Adjunct Professor of Executive Education at Northwestern University’s Kellogg School of Management. ■Founder 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 such as 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. |

  23. Director Commitments

    | KEY SKILLS AND QUALIFICATIONS | | CSX COMMITTEE ASSIGNMENTS AND RATIONALE | | | Business 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. | Compensation and Talent Management ■Long-tenured career in various leadership positions where she played an active role in culture transformation, diversity and inclusion and cultivating future leaders, gained invaluable experience in human capital and talent management and for which she has been widely recognized for her role model inclusive leadership. Proven commitment to nonprofit and community involvement. ■Years of service on compensation committees of other public company boards, including as the Chair of the Compensation and Talent Committee of 3M. Finance ■As Chief Executive Officer of AT&T Business, was involved in the oversight of various aspects of financial matters, including capital structure, cash flows and key financial ratios and metrics, and her responsibilities included AT&T’s business services covering more than $35 billion in revenues. ■In-depth knowledge of financings, capital markets and investment policies through her extensive distribution and cross-functional global leadership experience and her years of experience serving on public company boards, including as Lead Independent Director for Franklin Covey. | | | Corporate Governance Experience as a director at other public companies, including in board leadership positions such as Lead Independent Director and Chair of the Nominating Committee at Franklin Covey as well as Chair of the Compensation and Talent Committee at 3M. Substantial local and national nonprofit governance and community advisory experience. | | | | Cybersecurity 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. | | | | Human 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 | | | | ■Franklin Covey Co. ■3M Company | | |

  24. Director Commitments

    | 2025 Proxy Statement | 28 |

  25. Director Commitments

    | Steven T. Halverson, 70 | | | INDEPENDENT DIRECTOR NOMINEE DIRECTOR SINCE 2006 | CAREER HIGHLIGHTS ■Chairman of Gilbane, Inc., one of the nation’s largest real estate and construction firms. ■Served 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. ■Served as Senior Vice President of M.A. Mortenson, a national construction firm. ■Served as a director from 2014 to present 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 present. ■Currently 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. |

  26. Director Commitments

    | KEY SKILLS AND QUALIFICATIONS | | CSX COMMITTEE ASSIGNMENTS AND RATIONALE | | | Business 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. | Audit ■Oversight 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. ■Knowledge 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) ■Human 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. ■Extensive service on compensation committees of public company boards, including 15 years serving as the Chair of the CSX Compensation and Talent Management Committee. Executive ■Appointed due to his role as Chair of the Compensation and Talent Management Committee. | | | Corporate Governance Led as Chairman of The Haskell Company and the chair of various professional, business and civic organizations. | | | | Government/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. | | | | Human 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 | | | | ■None | | |

  27. Director Commitments

    | 29 | |

  28. Director Commitments

    | Paul C. Hilal, 58 | | | INDEPENDENT DIRECTOR NOMINEE / VICE CHAIR OF THE BOARD DIRECTOR SINCE 2017 | CAREER HIGHLIGHTS ■Founder and Chief Executive Officer of Mantle Ridge LP, an investment firm founded in 2016 that actively stewards and assists portfolio companies. ■Serves as Vice Chairman of Dollar Tree. ■Served as Vice Chairman of Aramark from 2019 to 2023. ■Served as a partner and senior investment professional at Pershing Square Capital Management from 2006 to 2016. ■Served as a director of Canadian Pacific Railway Limited from 2012 to 2016. ■Served as Chairman and acting Chief Executive Officer of Worldtalk Communications from 1999 to 2000. ■Decades’ 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. |

  29. Director Commitments

    | KEY SKILLS AND QUALIFICATIONS | | CSX COMMITTEE ASSIGNMENTS AND RATIONALE | | | Corporate 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. | Executive ■Appointed due to his role as Vice Chair of the Board of Directors. Finance ■Extensive 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. ■Years of service on finance committees of public company boards, including of Canadian Pacific Railway Limited and Dollar Tree, in addition to CSX. Governance and Sustainability ■Corporate 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. ■Experience 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. | | | Finance/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. | | | | Human Capital Management Relevant talent management experience through his role as a chief executive officer, in senior management positions and as a director. | | | | Transportation 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 | | | | ■Air Products and Chemicals, Inc. ■Dollar Tree, Inc. | | |

  30. Director Commitments

    | 2025 Proxy Statement | 30 |

  31. Director Commitments

    | Joseph R. Hinrichs, 58 | | | MANAGEMENT DIRECTOR NOMINEE / PRESIDENT AND CHIEF EXECUTIVE OFFICER DIRECTOR SINCE 2022 | CAREER HIGHLIGHTS ■Served 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. ■Currently 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. ■Served as a partner and Senior Vice President at Ryan Enterprises, a private equity group. ■Spent 10 years at General Motors in various engineering and manufacturing leadership roles. ■Served 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. |

  32. Director Commitments

    | KEY SKILLS AND QUALIFICATIONS | | CSX COMMITTEE ASSIGNMENTS AND RATIONALE | | | Business 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. | Executive (Chair) ■Appointed due to his role as Chief Executive Officer of CSX. | | | Human 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. | | | | Transportation 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. | | | | Sustainability 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 | | | | ■The Goodyear Tire & Rubber Company | | |

  33. Director Commitments

    | 31 | |

  34. Director Commitments

    | David M. Moffett, 73 | | | INDEPENDENT DIRECTOR NOMINEE DIRECTOR SINCE 2015 | CAREER HIGHLIGHTS ■Served as Chief Executive Officer and a director of the Federal Home Loan Mortgage Corporation from 2008 until his retirement in 2009. ■Served as a Senior Advisor with The Carlyle Group, one of the world’s largest and most diversified global investment firms, from 2007 to 2008. ■Served as Vice Chairman and Chief Financial Officer of U.S. Bancorp from 2001 to 2007, after its merger with Firststar Corporation. ■Served as Vice Chairman and Chief Financial Officer of Firststar Corporation from 1998 to 2001. ■Served 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. |

  35. Director Commitments

    | KEY SKILLS AND QUALIFICATIONS | | CSX COMMITTEE ASSIGNMENTS AND RATIONALE | | | Corporate 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. | Audit (Chair) ■Decades 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. ■Meets the qualifications of an “Audit Committee Financial Expert” as defined by SEC rules and regulations. Executive ■Appointed due to his role as Chair of the Audit Committee. Finance ■Many years of service in senior leadership roles in the banking industry, including as chief executive officer and chief financial officer. ■Capital allocation and strategic financial expertise gained through his direct oversight of financial and asset management for major financial institutions. | | | Finance/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. | | | | Accounting/Financial Reporting Extensive expertise in corporate accounting and reporting and overseeing financial statements through decades of leading financial institutions. | | | | Risk/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 | | | | ■PayPal Holdings, Inc. | | |

  36. Director Commitments

    | 2025 Proxy Statement | 32 |

  37. Director Commitments

    | Linda H. Riefler, 64 | | | INDEPENDENT DIRECTOR NOMINEE DIRECTOR SINCE 2017 | CAREER HIGHLIGHTS ■Served as Chair of Global Research at Morgan Stanley from 2011 to 2013, after having served as Global Head of Research since 2008. ■Served as Chief Talent Officer at Morgan Stanley from 2006 to 2008. ■Served on both the Management and the Operating Committees at Morgan Stanley. ■Joined Morgan Stanley in 1987 in the Capital Markets division and was elected a managing director in 1998. ■Serves on the executive leadership team of Stanford Women on Boards, whose mission is to cultivate and place exceptional women for board services. ■Served 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, from 2016 to 2024. She is also the former chair of an educational non-profit, Pencils of Promise, which is committed to literacy in global rural underserved communities. She is one of the executive leaders of Stanford Women on Boards and the co-author of the “Leading-Edge Stewardship” series. |

  38. Director Commitments

    | KEY SKILLS AND QUALIFICATIONS | | CSX COMMITTEE ASSIGNMENTS AND RATIONALE | | | Corporate 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 governance committee and former chair of the compensation committee at MSCI. 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). | Compensation and Talent Management ■Human 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. ■Proven commitment to diversity, pay equity and inclusion demonstrated through her service on the executive leadership team of Stanford Women on Boards and service on the board of a non-profit committed to underserved communities. Executive ■Appointed due to her role as Chair of the Governance and Sustainability Committee. Governance and Sustainability (Chair) ■Extensive 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. ■Valuable insights and commitment to sustainability developed through her 17 years of service on the board of MSCI, 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. | | | Finance/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, a global provider of indices and decision support tools and services. | | | | Human 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. | | | | Sustainability Extensive experience through 17 years’ service on the board of MSCI, a global leader in ESG and climate-related research and solutions. | | | OTHER CURRENT PUBLIC COMPANY DIRECTORSHIPS | | | | ■MSCI, Inc. | | |

  39. Director Commitments

    | 33 | |

  40. Director Commitments

    | Suzanne M. Vautrinot, 65 | | | INDEPENDENT DIRECTOR NOMINEE DIRECTOR SINCE 2019 | CAREER HIGHLIGHTS ■President of Kilovolt Consulting, Inc., a cybersecurity strategy and technology consulting firm, since October 2013. ■Retired from the U.S. Air Force (the “USAF”) as a Major General in 2013, following a distinguished 31-year career. ■Served as Commander of various satellite, space surveillance and space command and control units from 1996 to 2008. ■Served as Commander of the USAF Recruiting Command. ■Served as Commander of the USAF’s Cyber Command from 2011 to 2013. ■Served as Deputy Commander for the Joint Functional Component Command-Network Warfare. ■Served as the USAF Director of Plans and Policy, U.S. Cyber Command. ■Inducted 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, Chair of the Nominating and Governance Committee at Parsons and former Chair of the Technology Subcommittee of the Risk Committee of Wells Fargo. 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. |

  41. Director Commitments

    | KEY SKILLS AND QUALIFICATIONS | | CSX COMMITTEE ASSIGNMENTS AND RATIONALE | | | Business 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. | Audit ■Extensive 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. ■Deep 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 ■Oversight 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. ■Experience with sustainability policies, strategies and programs through her roles as Chair of the Safety, Health and Environment Committee of Ecolab and on the Corporate Governance & Responsibility Committee of Parsons and the Corporate Responsibility Committee of Wells Fargo. | | | Risk/Crisis Management Extensive relevant experience through her service in the USAF in creating, operating and protecting U.S. space and cyber assets globally. | | | | Cybersecurity 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. | | | | Human Capital Management Expertise in workforce development and talent management through her years in USAF leadership positions and as Commander of the USAF Recruiting Service. | | | OTHER CURRENT PUBLIC COMPANY DIRECTORSHIPS | | | | ■Ecolab Inc. ■Parsons Corporation ■Wells Fargo & Company | | |

  42. Director Commitments

    | 2025 Proxy Statement | 34 |

  43. Director Commitments

    | James L. Wainscott, 67 | | | INDEPENDENT DIRECTOR NOMINEE DIRECTOR SINCE 2020 | CAREER HIGHLIGHTS ■Served 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. ■Joined AK Steel in 1995 as Vice President and Treasurer and was appointed Chief Financial Officer two years later. ■Served 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, where he has been a board member since 2009 and has served as Lead Director since 2015. |

  44. Director Commitments

    | KEY SKILLS AND QUALIFICATIONS | | CSX COMMITTEE ASSIGNMENTS AND RATIONALE | | | Business 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. | Compensation and Talent Management ■Human 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. ■Years of experience on compensation committees of public company boards. Finance ■Oversight 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. ■In-depth knowledge of financings, capital markets and investment policies through his decades of work and leadership at a global publicly traded company. | | | Corporate 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. | | | | Accounting/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. | | | | Transportation Industry/Supply Chain Management Proven expertise through his work and leadership in the steel industry. | | | OTHER CURRENT PUBLIC COMPANY DIRECTORSHIPS | | | | ■Parker-Hannifin Corporation | | |

  45. Director Commitments

    | 35 | |

  46. Director Commitments

    | J. Steven Whisler, 70 | | | INDEPENDENT DIRECTOR NOMINEE DIRECTOR SINCE 2011 | CAREER HIGHLIGHTS ■Served as Chairman and Chief Executive Officer of Phelps Dodge Corporation, a mining and manufacturing company, from 2000 to 2007. ■Served in various leadership roles with Phelps Dodge, including as President and Chief Operating Officer, beginning in 1976. ■Served as a director of International Paper Company, a leading producer of fiber-based packaging and pulp, from 2007 to 2021. ■Served as a director of US Airways Group, Inc., a holding company for several major commercial airlines, from 2005 to 2011. ■Served 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. |

  47. Director Commitments

    | KEY SKILLS AND QUALIFICATIONS | | CSX COMMITTEE ASSIGNMENTS AND RATIONALE | | | Corporate 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. | Audit ■Oversight 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. ■Meets the qualifications of an “Audit Committee Financial Expert” as defined by SEC rules and regulations. Executive ■Appointed due to his role as Chair of the Finance Committee. Finance (Chair) ■Experience 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. ■In-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. | | | Accounting/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. | | | | Transportation 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. | | | | Sustainability Proven commitment through leadership of the “Quest for Zero” program at Phelps Dodge Corporation. | | | OTHER CURRENT PUBLIC COMPANY DIRECTORSHIPS | | | | ■Brunswick Corporation | | |

  48. Director Commitments

    | 2025 Proxy Statement | 36 |

  49. Director Commitments

    | John J. Zillmer, 69 | | | INDEPENDENT DIRECTOR NOMINEE / CHAIR OF THE BOARD DIRECTOR SINCE 2017 | CAREER HIGHLIGHTS ■Currently serves as Chief Executive Officer of Aramark, a global food, facilities management and uniform services provider, since 2019. ■Served 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. ■Served as Chairman and Chief Executive Officer of Allied Waste Industries, from 2005 to 2008, until the merger of Allied Waste with Republic Services, Inc. ■During his earlier career with Aramark, from 1986 to 2005, served in various senior executive positions, ultimately becoming President of Global Food and Support Service. ■Served as a director of Reynolds American, Inc., from 2007 until its acquisition by British American Tobacco in 2017. ■Served 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. ■Served 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. |

  50. Director Commitments

    | KEY SKILLS AND QUALIFICATIONS | | CSX COMMITTEE ASSIGNMENTS AND RATIONALE | | | Business 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. | Compensation and Talent Management ■Human 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. ■Years of experience on compensation committees of public company boards. Executive ■Appointed due to his role as Chair of the Board. Governance and Sustainability ■Extensive corporate governance experience and expertise through his roles as a chairman and chief executive officer and as a director at several public companies. ■Demonstrated leadership at companies focused on sustainability and also operational transformation. | | | Corporate Governance Substantial relevant experience in his roles as chairman and chief executive officer and as a director at several companies. | | | | Human Capital Management Proven expertise as a leader of large workforces, and deep experience with labor relations, safety and talent management. | | | | Transportation Industry/Supply Chain Management Extensive leadership experience and perspective in industries with substantial logistics and supply chain components. | | | OTHER CURRENT PUBLIC COMPANY DIRECTORSHIPS | | | | ■Ecolab Inc. ■Aramark | | |

  51. Director Commitments

    | 37 | |

  52. Transactions with Related Persons and Other Matters

    | Director Compensation |

  53. Elements of Director Compensation

    Elements of Director Compensation The following chart shows our director cash and equity compensation for fiscal year 2024. 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.

  54. Elements of Director Compensation

    | Base Compensation | | | | | Annual Cash Retainer | Annual Equity(1) |

  55. Elements of Director Compensation

    | | | | | | Incremental Amount Above Base Compensation for Board Leadership Roles | | | | | | Non-Executive Chair of the Board Equity(2) | Audit Committee Chair Cash Retainer | Governance and Sustainability Committee Chair Cash Retainer | | | | | | | | | Compensation and Talent Management Committee Chair Cash Retainer | Finance Committee Chair Cash Retainer |

  56. Elements of Director Compensation

    (1)Annual grant of fully-vested CSX common stock in the amount of $180,000 granted on February 16, 2024, with the number of shares based on the closing price of CSX common stock on the date of grant. (2)Annual grant of fully-vested CSX common stock in the amount of $250,000 granted on February 16, 2024, with the number of shares based on the closing price of CSX common stock on the date of grant. Each non-employee director was eligible to defer all or a portion of his or her director’s fees in 2024, 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.

  57. 2024 Directors’ Compensation Table

    | Name | Fees Earned or Paid in Cash(1) ($) | Stock Awards(2) ($) | All Other Compensation(3) ($) | Total ($) | | Donna M. Alvarado | 130,000 | 180,001 | 56,577 | 366,578 | | Thomas P. Bostick | 130,000 | 180,001 | 20,078 | 330,079 | | Anne H. Chow | 77,500 | — | 35,077 | 112,577 | | Steven T. Halverson | 150,000 | 180,001 | 55,000 | 385,001 | | Paul C. Hilal | 130,000 | 180,001 | 50,000 | 360,001 | | David M. Moffett | 155,000 | 180,001 | 50,000 | 385,001 | | Linda H. Riefler | 150,000 | 180,001 | 55,077 | 385,078 | | Suzanne M. Vautrinot | 130,000 | 180,001 | 22,577 | 332,578 | | James L. Wainscott | 130,000 | 180,001 | 55,000 | 365,001 | | J. Steven Whisler | 150,000 | 180,001 | 50,000 | 380,001 | | John J. Zillmer | 130,000 | 430,028 | — | 560,028 |

  58. 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: ■Effectiveness in developing and implementing the Company’s business strategy to support financial and operating performance; ■Contribution to the Company’s financial and operating results; ■Individual performance, their role and the NEO’s experience; ■Leadership and the executive’s contribution to creating an employee culture that aligns with transformational business goals and reinforces the Company’s guiding principles, values and behaviors; and ■Nature, scope and level of the executive’s responsibilities internally relative to other executives and externally based on the Comparator Group.

  59. 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 2024, 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 2024 compensation purposes, which did not change from 2023, with CSX’s placement among the Comparator Group in 2024 market capitalization and revenue provided below. For the 2025 comparator group, the Committee replaced FedEx Corporation, Fortive Corporation and United Parcel Service, Inc. with Dover Corporation, J.B. Hunt Transport Services, Inc. and Otis Worldwide Corporation, as they better align to CSX’s revenue and market capitalization. In general, the annual revenues and current market capitalization of the peer companies fall within half to double of that at CSX.

  60. Factors Considered in Determining Executive Compensation

    | 2024 Comparator Group | | | | Air Products and Chemicals, Inc. (NYSE: APD) Canadian National Railway Company (NYSE: CNI) Canadian Pacific Kansas City Limited (NYSE: CP) Eaton Corporation (NYSE: ETN) Ecolab Inc. (NYSE: ECL) Emerson Electric Co. (NYSE: EMR) FedEx Corporation (NYSE: FDX) | Fortive Corporation (NYSE: FTV) Illinois Tool Works Inc. (NYSE: ITW) Norfolk Southern Corporation (NYSE: NSC) Parker-Hannifin Corporation (NYSE: PH) PPG Industries, Inc. (NYSE: PPG) Republic Services, Inc. (NYSE: RSG) Schlumberger Limited (NYSE: SLB) | The Williams Companies, Inc. (NYSE: WMB) Trane Technologies plc (NYSE: TT) Union Pacific Corporation (NYSE: UNP) United Parcel Service, Inc. (NYSE: UPS) Wabtec Corporation (NYSE: WAB) Waste Management, Inc. (NYSE: WM) |

  61. 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.

  62. Role of the Independent Compensation Consultant

    | The Consultant’s Role and Responsibilities ■Analyze competitive practices, financial information, total shareholder return and other performance data in relation to the Company’s executive compensation philosophy and program ■Review compensation governance practices, including performing an annual risk assessment related to the Company’s executive compensation program ■Review 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 ■Benchmark executive and director compensation ■Assess 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 ■Provide regular updates to the Committee with respect to current trends and developments in legislative and regulatory activity, executive compensation program design and governance ■Assist in the development of the executive compensation comparator group each year ■Consult with the Committee Chair to plan and prioritize Committee agenda items |

  63. 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 2024, 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.

  64. Role of the Independent Compensation Consultant

    | 2025 Proxy Statement | 72 |

  65. Compensation Risk Evaluation and Mitigation

    | Executive Compensation Program Features that Serve to Mitigate Risk ■Compensation is appropriately balanced between: (i) fixed and variable compensation; and (ii) short and long-term incentives ■Significant weighting towards long-term incentive compensation discourages short-term risk taking ■Long-term incentive plans utilize performance units, non-qualified stock options and restricted stock units with overlapping vesting periods for outstanding plan cycles ■Performance measures for short and long-term incentive awards reinforce the Company’s business goals ■Clawback triggers 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 ■Financial performance measures have a strong correlation to long-term shareholder value creation ■Multiple 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 ■Short and long-term incentive awards include maximum payout caps ■Internal controls over the measurement and calculation of performance measures protect data integrity ■Share ownership guidelines reinforce alignment of executive and shareholder interests |

  66. Compensation Risk Evaluation and Mitigation

    | 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, motivate and retain talented, high-performing executives | | Incentive Compensation | | | | | Short-Term Incentives | Cash | The Company’s performance measures for the 2024 Management Incentive Compensation Plan (“MICP”) and weightings at target are: ■Operating Income (30%) ■Operating Margin (30%) ■Initiative-based Revenue Growth (10%) ■Safety (10%) – Personal Injury (5%) and Train Accident Rates (5%) ■Fuel Efficiency (10%) ■Trip Plan Compliance (10%) Under the MICP, there is an individual performance modifier, which gives discretion to reward extraordinary or penalize poor performance. For the CEO and executive leadership team, 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 | ■Performance Units (60%) ■Non-qualified Stock Options (20%) ■Restricted Stock Units (20%) | The performance measures and weightings for the Performance Units issued as part of the 2024–2026 Long-Term Incentive Plan (“LTIP”) are: ■Average Annual Operating Income Growth Rate (50%) (formerly called Average Annual Operating Income Growth Percentage) ■Economic Profit (50%) (formerly called CSX Cash Earnings or CCE) Performance Units are subject to a formulaic linear Relative Total Shareholder Return modifier of +/- 25% up to a 250% maximum payout if performance is above the 60th percentile or below the 40th percentile, with no impact to the payout with performance between the 40th and 60th percentiles 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 long-term shareholder value |

  67. Compensation Risk Evaluation and Mitigation

    | 2024 Incentive Plan Award | Performance Metric | Metric Weight | How Metric Supports Sustainable Growth | | 2024 Short-Term Incentive Plan (MICP) | Operating Income | | ■Used to gauge the general health of the Company and to quantify operating profit margin ■Aligns with the Company’s objective of profitable growth | | | Operating Margin | | ■Key indicator of the Company’s efficiency ■Encourages the Company to deliver results that grow the business while optimizing assets | | | Initiative-based Revenue Growth | | ■Measures the Company’s ability to gain additional business on the CSX network through growth with new and existing customers ■Directly supports profitable growth by driving operating income | | | Safety | | ■Reinforces 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 ■Consists of FRA Personal Injury Rate (5%) and FRA Train Accident Rate (5%) | | | Trip Plan Compliance | | ■Ensures the Company successfully executes the service plan for customers’ shipments based on our commitments ■Focuses on reliable and accurate service for customers | | | Fuel Efficiency | | ■Indicates the Company’s fuel productivity over the distance traveled ■Supports environmental stewardship by reducing carbon emissions | | 2024-2026 Long-Term Incentive Plan (LTIP) | Average Annual Operating Income Growth Rate | | ■Measures the average increase in operating income for the three-year LTIP cycle ■Aligns with the Company’s objective of profitable growth | | | Economic Profit | | ■Measures the Company’s ability to grow operating income while remaining focused on cost control and asset utilization ■Encourages 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 with no impact to the payout between the 40th and 60th percentiles | ■Designed to appropriately align NEO payouts with share price performance relative to the Standard and Poor’s 500 (“S&P 500”) Industrials Index companies |

  68. 2024 Target Compensation Mix for the CEO and Other NEOs

    2024 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 2024, the percentage of Mr. Hinrichs’ total target compensation that was variable and at-risk was 76% 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.

  69. 2024 Target Compensation Mix for the CEO and Other NEOs

    | | Salary | | Cash-based Short-term Incentives | | Performance Units | | Non-qualified Stock Options | | Restricted Stock Units |

  70. 2024 Target Compensation Mix for the CEO and Other NEOs

    | | Joseph R. Hinrichs, 58 PRESIDENT AND CHIEF EXECUTIVE OFFICER Tenure 2.5 years | | RESPONSIBILITIES: Mr. Hinrichs joined CSX in September 2022 as President and Chief Executive Officer. Mr. Hinrichs has more than 30 years of experience in the global automotive, manufacturing operations and energy sectors. Prior to joining CSX, he served as President of Ford Motor Company’s automotive business. He began his career with General Motors in 1989 as an engineer and quickly ascended into management. Between management roles at Ford and General Motors, Mr. Hinrichs oversaw investments in small entrepreneurial businesses for Ryan Enterprises, a private equity firm. Mr. Hinrichs brings to CSX a commitment to operational excellence, experience building businesses through investment in people and culture and a deep understanding of balancing safety and efficiency in a complex industry. | | | 2024 ACCOMPLISHMENTS: ■Hosted an Investor Day to articulate CSX’s growth pipeline, margin opportunity and confidence in the team. ■Announced a significant milestone in the Howard Street Tunnel Project with the launch of double-stacked rail operations to and from the Port of Baltimore and developed a plan with stakeholders to complete in 2025. ■Pursued and implemented several industry-leading labor strategies to support operational business performance including a multi-level labor strategy to reach historic tentative agreements covering national and local terms with major transportation, maintenance of way and shop craft unions. ■Established a coordinated community and employee outreach to over 2,400 employees in response to Hurricanes Helene and Milton. ■Implemented CSX’s second full Employee Trust survey and fourth overall trust survey focused on measuring five trust dimensions. Drove progress on building employee skills, investing in employee careers and well-being, providing tools and resources to change the employee experience and breaking down organizational silos. | | | 2024 ACTUAL COMPENSATION | | | | | | Base Salary: | $1,487,302 | | Annual Bonus Earned(1): | $2,110,361 | | Long-Term Incentives Granted: | $11,400,044 | | Total Actual Compensation: | $14,997,707 | | 60% of 2024 LTIs granted were performance based | |

  71. 2024 Target Compensation Mix for the CEO and Other NEOs

    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, 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 2024, 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 February 2024, the Board approved a base salary increase for Mr. Hinrichs and the Committee approved a base salary increase for Mr. Pelkey. Mr. Hinrichs received a 7% base salary increase to $1,500,000, based on his performance and progress made towards the Company’s key strategic goals. Mr. Pelkey received a 6% base salary increase to $700,000, to address competitive gaps, to provide better alignment with our Comparator Group and based on performance and achievement of his 2023 goals. Both of these adjustments were effective as of February 1, 2024. No other NEOs received a base salary increase in 2024.

  72. 2024 Target Compensation Mix for the CEO and Other NEOs

    | NEO | 2024 Annual Base Salary | Changes from 2023 | Reasons for Changes | | Joseph R. Hinrichs | $1,500,000 | 7% | Due to performance and achievement of his 2023 goals and positioning within the Comparator Group | | Sean R. Pelkey | $700,000 | 6% | Due to performance, achievement of his 2023 goals and positioning within the Comparator Group | | Kevin S. Boone | $725,000 | —% | No change from 2023 | | Michael A. Cory | $725,000 | —% | No change from 2023 | | Stephen Fortune | $650,000 | —% | No change from 2023 |

  73. 2024 Target Compensation Mix for the CEO and Other NEOs

    | Short-Term Incentive Compensation |

  74. Goal Setting Process for the 2024 MICP

    The 2024 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 as set forth in the table above. The Target Incentive Opportunity levels for Messrs. Boone, Cory, Fortune and Pelkey remained the same as in 2023. The increase in the Target Incentive Opportunity of 150% to 175% for Mr. Hinrichs was driven by the positioning of similar roles in the Comparator Group and his continued strong performance.

  75. 2024 MICP Performance Measures

    2024 MICP Performance Measures In February 2024, the Committee approved the performance measures for the 2024 MICP, which included financial performance measures, and safety, operational, customer service and environmental measures, all of which support our business strategy. The financial measures account for 70% of the MICP’s overall weighting and the safety, operational, customer service and environmental measures account for 30%. These measures have been and continue to be critical drivers of CSX’s business success. The Committee approved weightings for each of the performance measures as set forth below. As was previously disclosed in the Company’s 2024 Proxy Statement, the Company replaced operating ratio with operating margin, effective for 2024. This shift was 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 utilization. The Company’s intent was to emphasize customer service, together with cost control and effective use of assets, as the keys to higher profitability. To determine the achievement under the MICP, the Committee assesses the Company’s performance against each of the goals for the year based on the financial statement results for such year. These Company performance measures can result in an achievement level between 0% and 200% of the NEO’s Target Incentive Opportunity. On January 26, 2025, the Committee approved an adjustment to the calculation of the operating income and operating margin metrics under the 2024 MICP to exclude a $108 million one-time non-cash goodwill impairment charge related to the Company’s Quality Carriers investment, which was an unusual special item for 2024 (the “2024 MICP Adjustment”). The Committee views this adjustment as a standard practice for impairment charges of this kind and appropriate under these circumstances given the significant, one-time, unique and externally-influenced nature of the goodwill impairment. In addition, the Committee did not view the goodwill impairment charge as indicative of the Company’s or the NEOs’ underlying performance and acknowledged that the impact of the charge was not contemplated when the 2024 MICP was established. For more information regarding the goodwill impairment charge, please review the 2024 Annual Report. This adjustment resulted in a total achievement level of 82% under the 2024 MICP for the NEOs, as opposed to 61% had the adjustment not been made. Additional details regarding the impact of the 2024 MICP Adjustment are provided under “2024 MICP Targets and Payout Percentages” below. The MICP also contemplates that the Committee may make a discretionary adjustment upward or downward to an executive’s calculated bonus award based on a determination of individual performance or to reflect any recoupment obligations under the Company’s Clawback Policy. No individual performance adjustments were applied to 2024 payouts for any NEO. Upward payout adjustments for each of the NEOs are permitted under the plan and 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 individual performance adjustment is merited—upward or downward—fulsome and specific disclosure of how compensation decisions are tied to goals and performance will be provided. The Committee has determined that the circumstances under which individual performance adjustment(s) might be appropriate should be exceptional. To build on that commitment, the Committee has 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. See the next section for information regarding the adjustments applied pursuant to the Company’s Clawback Policy.

  76. 2024 MICP Performance Measures

    | 2025 Proxy Statement | 84 |

  77. 2024 MICP Targets and Payout Percentages

    2024 MICP Targets and Payout Percentages In light of the continuing economic uncertainties that existed in February 2024 when the 2024 MICP was adopted, the Committee approved annual incentive targets reflective of the muted economic environment that would continue to build on the Company’s strong customer service levels and drive new business opportunities and revenue growth. The 2024 MICP operating income target was set $39 million above the actual achievement level of operating income under the 2023 MICP, all based on pre-restated financials. As the Company disclosed, 2024 results included the unfavorable impacts from lower export coal pricing, net fuel headwinds, reduced intermodal storage revenue and cycling of prior year insurance settlements. The Company also faced incremental and unanticipated headwinds in the year related to unfavorable impacts from hurricanes as well as the Francis Scott Key Bridge collapse. In total these items represented over $400 million of year-over-year headwinds. As noted above, the Committee assessed the performance of the 2024 MICP performance metrics for the year and applied the 2024 MICP Adjustment pursuant to its authority under the MICP. The specific threshold, target and maximum achievement levels and applicable weighting for each performance measure are set forth in the table below. Total achievement levels, both before and after the application of the 2024 MICP Adjustment, are also provided. These amounts do not reflect any reduction required pursuant to the Clawback Policy and therefore only reflect the amounts that otherwise would have been earned based solely on achievement of the performance metrics. 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 2024 achievements against each target and the overall resulted achievement level.

  78. 2024 MICP Targets and Payout Percentages

    | 2024 MICP Performance Measures(1) | Threshold(1) (0%-50% payout) | Target (100% payout) | Maximum (200% payout) | Individual Measure Payouts | Total Achievement Level | | Financial Goals – 70% weighting | | | | | Adjusted: 82%(5) Unadjusted: 61%(5) | | Operating Income (30% weighting) | | | | Adjusted: 21% Unadjusted: 17% | | | Operating Margin(2) (30% weighting) | | | | Adjusted: 17% Unadjusted: 0% | | | Initiative-based Revenue Growth(3) (10% weighting) | | | | 20% | | | Safety, Operational and Environmental Goals(4) – 30% weighting | | | | | | | FRA Personal Injury Rate (5% weighting) | | | | 0% | | | FRA Train Accident Rate (5% weighting) | | | | 0% | | | Trip Plan Compliance (10% weighting) | | | | 7% | | | Fuel Efficiency (10% weighting) | | | | 17% | |

  79. 2024 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.

  80. 2024 MICP Targets and Payout Percentages

    | 85 | |

  81. 2024 MICP Targets and Payout Percentages

    (2)Like prior plan years, the 2024 MICP allowed a formulaic adjustment to the operating margin 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 margin. Because the 2024 average price per gallon was $3.76 for highway diesel fuel, which was below the range, there was an adjustment to the operating margin goal, which increased by 20 basis points. (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 2024 achievements demonstrated in this table reflect actuals as of around the time the Committee approved the overall resulted payout in early 2025. These metrics were not impacted by the 2024 MICP Adjustment. (5)For 2024, pursuant to the 2024 MICP Adjustment, the operating income and operating margin metrics excluded the $108 million one-time non-cash goodwill impairment charge related to the Company’s Quality Carriers investment, which was an unusual special item for 2024. Had this adjustment not been made, the aggregate achievement level would have been 61% of target. No individual performance adjustments were applied to 2024 payouts for any NEO. As described further below under “Recovery of Erroneously Awarded Compensation,” in order to satisfy its recoupment obligations under the CSX Clawback Policy following its 2024 “little r” financial restatement, and pursuant to its authority under the MICP, the Committee reduced the amounts that would have otherwise been earned by its covered executives under the 2024 MICP based on the achievement levels set forth above by an amount equal to the amount of erroneously awarded compensation that was paid to such covered executives. The amounts presented in the table reflect the amounts that would have been earned before the Committee’s reduction of the payout to satisfy its obligations to recover the recoupment amount from the covered executives, which are described further below.

  82. 2025 Management Incentive Compensation Plan Design

    | Long-Term Incentive Compensation |

  83. 2025 Management Incentive Compensation Plan Design

    The Company’s long-term incentive compensation program is intended to: ■Engage and reward NEOs for extraordinary results that will maximize shareholder value; ■Reinforce a pay-for-performance culture with a significant portion of total compensation at-risk; and ■Align NEO interests with those of shareholders, with a focus on generating sustainable performance over a multi-year period. These goals are accomplished by providing equity-based incentives focused on financial performance measures that: (i) have a historically high correlation to shareholder returns; (ii) are within management’s direct control; and (iii) encourage long-term commitment to delivering shareholder value. Long-term incentives have been granted under the shareholder-approved 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.

  84. Elements of Long-Term Incentive Compensation

    Elements of Long-Term Incentive Compensation A significant portion of the NEOs’ target compensation is comprised of the LTIP awards. Each year, the Committee, as part of its 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 2024, the LTIP grants for the NEOs were comprised of performance units (60% weighting), non-qualified stock options (20% weighting) and restricted stock units (20% weighting), which were designed to drive long-term value and growth through the achievement of Company performance goals and increased stock price. 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 2022-2024 performance cycle closed on December 31, 2024, and was paid out in January 2025. The 2023-2025, 2024-2026 and 2025-2027 cycles remain in progress, which helps ensure that our employees remain focused on sustainable long-term performance.

  85. Elements of Long-Term Incentive Compensation

    | Performance Units | | | Description | Features | | ■Performance units are granted at the beginning of the applicable performance cycle, as described below. ■Awards 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. ■Participants also receive dividend equivalents at the end of the performance period, paid in the form of CSX common stock, assuming performance goals are met. | ■Performance units (and related dividend equivalents) are generally subject to forfeiture if a participant’s employment terminates before the end of the performance cycle for any reason other than death, disability, retirement or other limited circumstances, as approved by the Committee or full Board for the CEO. ■For the 2022-2024 LTIP cycle, 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, 2024-2026 and 2025-2027 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, other than the CEO, must work through December 31st of the first year of the LTIP cycle and receive consent from the Committee. ■The 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. ■Upon death or disability for all LTIP cycles, participants or their estates earn the performance units that they would otherwise have earned at the end of the performance period had there been no death or disability. ■Performance 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. ■Based on actual performance, as discussed below, the performance unit payouts for the NEOs can range from 0% to 250% of the target levels for the 2022-2024, 2023-2025 and 2024-2026 cycles and 0% to 240% of the target levels for the 2025-2027 cycle, 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. The Committee has authority under the Stock Plan to increase or reduce the amount of a settlement under performance units. |

  86. Elements of Long-Term Incentive Compensation

    | 87 | |

  87. Elements of Long-Term Incentive Compensation

    | Non-qualified Stock Options | | | Description | Features | | ■Non-qualified stock options vest ratably over three years and require stock price appreciation to provide any value to the NEOs. ■As a result, they reinforce leadership’s focus on the importance of value creation for shareholders. Non-qualified stock options generally provide participants with the right to buy CSX stock at a pre-set price for a period of 10 years. ■The 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. | ■For outstanding LTIP cycles, non-qualified stock options are subject to forfeiture if a participant’s employment terminates before the end of the vesting period for any reason other than death, disability, retirement or other limited circumstances, as approved by the Committee. ■For the 2022-2024 LTIP cycle, 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, 2024-2026 and 2025-2027 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, other than the CEO must work through December 31st of the first year of the LTIP cycle and receive consent from the Committee. ■The 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. ■Upon 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 | | | ■Restricted stock units are time-based awards that vest three years from the grant date (“the restricted period”) for the 2022-2024 LTIP cycle. ■Restricted stock units for the 2023-2025, 2024-2026 and 2025-2027 LTIP cycles are time-based awards that vest ratably over the three year period from the grant date. ■Awards are paid in the form of CSX common stock at the end of the restricted period. Participants also receive dividend equivalents at the end of the restricted period paid in the form of CSX common stock. | ■Restricted stock units are generally subject to forfeiture if a participant’s employment terminates before the end of the restricted period for any reason other than death, disability, retirement or other limited circumstances, as approved by the Committee. ■For the 2022-2024 LTIP cycle, 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, 2024-2026 and 2025-2027 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, other than the CEO, must work through December 31st of the first year of the LTIP cycle and receive consent from the Committee. ■The 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. ■Upon 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. |

  88. Elements of Long-Term Incentive Compensation

    Further information regarding the LTIP grants made to our NEOs in 2024 can be found under the “2024 Grants of Plan-Based Awards Table.”

  89. Elements of Long-Term Incentive Compensation

    | 2025 Proxy Statement | 88 |

  90. Performance Measures and Financial Goals for the 2022-2024 LTIP

    Performance Measures and Financial Goals for the 2022-2024 LTIP For performance units granted under the 2022-2024 LTIP cycle, average annual operating income growth rate and Economic Profit were selected to measure the Company’s performance. Average annual operating income growth rate measures the average percent increase in operating income over the three-year period and was chosen 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. Economic Profit was chosen to replace free cash flow as a performance measure as it is a cash-flow based measure that provides a well-balanced emphasis on growth and return, has a high correlation to share price appreciation and directly supports and provides a tangible example aligned with the ONE CSX culture strategy. Average annual operating income growth rate and Economic Profit were each weighted 50% of the total payout opportunity and were measured independently of the other.

  91. Performance Measures and Financial Goals for the 2022-2024 LTIP

    | Average Annual Operating Income Growth Rate | = | Straight Average of Year-over-Year Change in (Operating Revenues – Operating Expenses) | | | Economic Profit(1) | = | Gross Cash Earnings – Capital Charge | |

  92. Performance Measures and Financial Goals for the 2022-2024 LTIP

    | Gross Cash Earnings | Minus | Capital Charge | = | Economic Profit | | = Operating Income + Depreciation + Other - Taxes | | + Operating Assets - Operating Liabilities | | Gross Cash Earnings - Capital Charge on GOA | | | | = Gross Operating Assets (“GOA”)(2) x Required Return | | = Economic Profit | | = Gross Cash Earnings | | | | | | | | = Capital Charge on GOA | | |

  93. Performance Measures and Financial Goals for the 2022-2024 LTIP

    (1)Economic Profit is a non-GAAP 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 has historically had a strong relationship to stock price appreciation. (2)GOA represents a quarterly average of reported balance sheet figures. The threshold, target and maximum achievement levels for the average annual operating income growth measure are 25%, 50% and 100% of the performance units subject to the award respectively, while the threshold to maximum levels for the Economic Profit measure ranges from 0% to 100% of the performance units subject to the award. Both measures combined generate a total maximum possible payout of 200% of the performance units for the 2022-2024 LTIP. The 2022-2024 LTIP measured average annual operating income growth rate and Economic Profit over a 12-quarter period from January 2022 through December 2024. In addition to average annual operating income growth rate and Economic Profit, the performance units for the 2022-2024 LTIP cycle for the CEO and other NEOs 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 2022 through December 2024. The LTIP targets for the performance units granted under the 2022-2024 LTIP were set in February 2022, based on the three-year business plan at the time of its adoption. To determine achievement under the LTIP, the Committee first assesses the Company's performance against each of the goals for the performance period, including the Relative TSR modifier. In assessing the Company’s performance against each of the goals for the year, the Committee also reviews and evaluates, pursuant to its authority under the Stock Plan, whether any adjustments to the performance measures should be made by excluding certain special items—which may have a positive or negative impact on the performance outcomes—from consideration in calculating LTIP achievement. The Committee also considered its recoupment obligations under the Company's Clawback Policy. See below under "Payout for the 2022-2024 LTIP Performance Units" for additional information regarding these adjustments.

  94. Performance Measures and Financial Goals for the 2022-2024 LTIP

    | 89 | |

  95. Targets and Payout for the 2022-2024 LTIP Performance Units

    Targets and Payout for the 2022-2024 LTIP Performance Units As shown in the tables below, average annual operating income growth rate was preliminarily achieved at -1.5% for the cycle (resulting in a 0% achievement level) and Economic Profit was achieved at 49% (calculated by averaging the Economic Profit achievement percentage of each individual year of the cycle of 100% for 2022, 34% for 2023 and 13% for 2024) (resulting in a 49% achievement level). When combined, the aggregate preliminary achievement level for the performance units, which comprised 50% of the 2022-2024 LTIP, was 49% of the target. On January 26, 2025, the Committee approved an adjustment to the calculation of the average annual operating income growth rate performance metric under the 2022-2024 performance units to exclude a $108 million one-time non-cash goodwill impairment charge related to the Company’s Quality Carriers investment, which was an unusual special item for 2024 (the “2022-2024 LTIP Adjustment”). The Committee views this adjustment, which was by definition excluded from the Economic Profit metric under the terms of such metric, as a standard practice for impairment charges of this kind and appropriate under these circumstances given the significant, one-time, unique and externally-influenced nature of the goodwill impairment. In addition, the Committee did not view the goodwill impairment charge as indicative of the Company’s or the NEOs’ underlying performance and acknowledged that the impact of the charge was not contemplated when the 2022-2024 LTIP was established. For more information regarding the goodwill impairment charge, please review the 2024 Annual Report. This adjustment resulted in a total achievement level of 76% (excluding the Relative TSR modifier), as opposed to 49% had the adjustment not been made. The amount of incremental fair value resulting from the adjustment is $4.3M, which will be reported in the Summary Compensation Table included in the 2026 Proxy Statement. As shown in the table below, the Company’s Relative TSR performance against the peer group was below median for the cycle, resulting in achievement of 75% of Company performance or a downward modifier of 25% against Company performance, such that the total achievement was 57% for each of the NEOs (as opposed to 37% had the adjustment not been made). The amounts in the table do not reflect any reduction required pursuant to the Clawback Policy for the applicable NEOs and therefore only reflect the amounts that otherwise would have been earned based solely on achievement of the performance metrics. * Economic Profit is a non-GAAP 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 has historically had a strong relationship to stock price appreciation. Note: Certain revisions have been made to prior period amounts, as described in our 2024 Annual Report. The calculation for adjusted operating income for 2024 can be found in the non-GAAP measures section of our 2024 Annual Report. The calculation for the revised Economic Profit for 2022 can be found in footnote 5 to the “Pay Versus Performance” table below.

  96. Targets and Payout for the 2022-2024 LTIP Performance Units

    | 2025 Proxy Statement | 90 |

  97. Targets and Payout for the 2022-2024 LTIP Performance Units

    | 2022-2024 LTIP Performance Measures | Threshold (0% payout) | Target (50% payout) | Maximum (100% payout) | Individual Measure Payouts | Total Achievement Level | | Average Annual Operating Income Growth Rate (50% weighting) | | | | Adjusted: 27% Unadjusted: 0% | Adjusted: 57% of Target(2) Unadjusted: 37% of Target(2) | | Economic Profit(1) (50% weighting) | Based on prior year’s Economic Profit with the payout percent averaged over three years; Recommended performance range of 5.3% of GCE for each year ($302M for 2022) | | | 49% | | | Relative TSR (Modifier) | | | | 0.75% | |

  98. Targets and Payout for the 2022-2024 LTIP Performance Units

    (1)Economic Profit is a non-GAAP 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 has historically had a strong relationship to stock price appreciation. (2)For this cycle, pursuant to the 2022-2024 LTIP Adjustment, the average annual operating income growth rate metric excluded the $108 million one-time non-cash goodwill impairment charge related to the Company’s Quality Carriers investment, which was an unusual special item for 2024. This adjustment resulted in a total achievement level of 57% for the NEOs, as opposed to 37% had the adjustment not been made. As described further below under “Recovery of Erroneously Awarded Compensation”, in order to satisfy its recoupment obligations under the CSX Clawback Policy following its 2024 “little r” financial restatement, and pursuant to its authority under the Stock Plan, the Committee reduced the amounts that would have otherwise been earned by its covered executives under the 2022-2024 LTIP performance units based on the achievement levels set forth above by an amount equal to the amount of erroneously awarded compensation that was paid to such covered executives. The amounts presented in the table above assumes that the 2022-2024 LTIP performance units were earned based solely on the achievement of the performance metrics without giving effect to the application of the clawback.

  99. 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.

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

    | LTIP Cycle | Performance Measures | Rationale | | 2023-2025, 2024-2026 and 2025-2027 LTIP cycles | ■Average Annual Operating Income Growth Rate (50%) ■Economic Profit (50%) | ■Average annual operating income growth rate measures the average increase in operating income for the three-year LTIP cycle. ■This measure was incorporated due to the Company’s continued focus on driving profitable growth. ■Economic Profit is a non-GAAP 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 has historically had a strong relationship to stock price appreciation. ■As previously shown, Economic Profit is calculated as gross cash earnings minus the capital charge on gross operating assets, and Economic Profit performance is measured as an improvement versus the prior year’s actual Economic Profit. ■An Economic Profit payout percentage is calculated for each fiscal year during the LTIP cycle, with the final payout percentage determined using an average of the three annual payout percentages. ■This measure was incorporated to drive earnings growth, and to better align compensation to the ONE CSX strategy and to the value created for our shareholders and other stakeholders. ■For the 2025-2027 LTIP cycle, the threshold to maximum levels for the Economic Profit measure were updated to range from 25% to 100% of the performance units subject to the award, consistent with the average annual operating income growth rate measure. ■Forward-looking LTIP targets are not disclosed for proprietary and competitive harm reasons. |

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

    | 91 | |

  102. 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 2023-2025, 2024-2026 and 2025-2027 LTIP cycles, the Committee approved a market competitive LTIP grant value for the NEOs (the Board approved for the CEO) allocating 60% of the value to performance units, 20% for restricted stock units and 20% for non-qualified stock options to address shareholder concerns of additional performance orientation in the Company’s long-term incentive plan.

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

    | 2023-2025, 2024-2026 and 2025-2027 LTIPs | | |

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

    The performance units for the 2023-2025 LTIP cycle have a formulaic linear upward or downward Relative TSR modifier of up to 25% that measures performance against the S&P 500 Industrials Index companies, 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 measures performance against the S&P 500 Industrial Index companies and recognizes over performance above the 60th percentile and under performance below the 40th percentile, with a maximum payout of 250%. Performance above the 60th percentile would result in an increased payout by up to 25%, and performance below the 40th percentile would result in a decreased payout by up to 25%. Performance between the 40th and 60th percentiles would result in no modification to payouts. For the 2025-2027 LTIP cycle, the performance units have a Relative TSR modifier that recognizes performance against the Class I Railroads. CSX rankings of 1st or 5th in the peer group would result in an increase or decrease in the payout of 20%, respectively, with a maximum payout of 240%. CSX rankings of 2nd, 3rd or 4th 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 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 and 2025-2027 LTIPs 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.

  105. Clawback Provisions and Policy

    | Employment Agreements |

  106. 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”: ■Lump-sum cash-severance payment equal to two times his current base salary plus two times his target MICP award; ■Pro-rata payment of his MICP award if Company performance goals are attained; and ■Unvested 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, 2024, Messrs. Pelkey, Boone, Cory and Fortune 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. No agreements with the NEOs providing for severance benefits were or have been entered into in 2024 or 2025.

  107. 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) provides that the executive will be responsible for the payment of any excise tax arising from any “excess parachute payment” as defined in Section 280G of the Code; and (iii) defines “bonus” as the current “target” amount. 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.

  108. Change-of-Control Agreements

    | 93 | |

  109. Change-of-Control Agreements

    | Benefits |

  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, Cory 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, Pelkey and Boone voluntarily participate in the EDCP.

  111. Equity Award Grant Timing

    Equity Award Grant Timing CSX historically grants options and other awards at its February meeting each year. While equity grants are typically made on an annual basis, CSX also periodically grants off-cycle awards in connection with circumstances such as new hires and promotions. CSX does not grant equity awards in anticipation of the release of material, nonpublic information or time the release of material, nonpublic information based on equity award grant dates, vesting events or sale events. During fiscal year 2024, CSX did not grant equity awards to NEOs during the four business days prior to or the one business day following the filing of our periodic reports or the filing or furnishing of a Form 8-K that discloses material nonpublic information. CSX has not timed the disclosure of material nonpublic information for the purpose of affecting the value of executive compensation for NEO grants in fiscal year 2024.

  112. Policy Prohibiting Hedging/Pledging of CSX Stock

    | 2024 Summary Compensation Table |

  113. Policy Prohibiting Hedging/Pledging of CSX Stock

    | 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 President and Chief Executive Officer | 2024 | 1,487,302 | — | 9,120,036 | 2,280,008 | 2,110,361 | — | 352,945 | 15,350,651 | | | 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 | 2024 | 696,667 | — | 1,860,052 | 465,004 | 571,267 | 151,462 | 58,813 | 3,803,264 | | | 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 | | Kevin S. Boone Executive Vice President and Chief Commercial Officer | 2024 | 725,000 | — | 2,520,020 | 630,006 | 594,500 | 146,119 | 48,035 | 4,663,680 | | | 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 | | Michael A. Cory(1) Executive Vice President and Chief Operating Officer | 2024 | 725,000 | — | 2,520,020 | 630,006 | 594,500 | — | 606,698 | 5,076,224 | | Stephen Fortune Executive Vice President and Chief Digital & Technology Officer | 2024 | 650,000 | — | 1,860,052 | 465,004 | 533,000 | — | 78,298 | 3,586,354 | | | 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 |

  114. Policy Prohibiting Hedging/Pledging of CSX Stock

    | 2024 Grants of Plan-Based Awards Table |

  115. Policy Prohibiting Hedging/Pledging of CSX Stock

    | 2024 Outstanding Equity Awards at Fiscal Year-End |

  116. Policy Prohibiting Hedging/Pledging of CSX Stock

    | 2024 Option Exercises and Stock Vested Table |

  117. Policy Prohibiting Hedging/Pledging of CSX Stock

    | 2024 Pension Benefits Table |

  118. Policy Prohibiting Hedging/Pledging of CSX Stock

    | 2024 Non-qualified Deferred Compensation Table |

  119. No Tax Gross-Ups for Excess Parachute Payments

    | | 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: | | | | | Year (a) | | | | | | | Total Shareholder Return (f) | Peer Group Total Shareholder Return(3) (g) | Net Income(4) (in Millions) (h) | Economic Profit(5) (in Millions) (i) | | 2024 | $15,350,651 | $11,276,787 | N/A | N/A | $4,282,380 | $3,295,035 | $143 | $176 | $3,470 | $2,341 | | 2023 | $14,074,235 | $15,733,686 | N/A | N/A | $4,114,993 | $4,663,286 | $151(6) | $150 | $3,668 | $2,577 | | 2022 | $8,348,517 | $9,301,674 | $19,536,434 | $9,694,786 | $4,856,562 | $3,422,243 | $133 | $127 | $4,114 | $2,890 | | 2021 | N/A | N/A | $20,006,806 | $32,556,244 | $4,076,812 | $6,737,795 | $160 | $134 | $3,730 | $2,414 | | 2020 | N/A | N/A | $15,306,715 | $28,736,814 | $3,586,272 | $6,163,283 | $127 | $111 | $2,760 | $1,767 |

  120. Pay Versus Performance

    Pay Versus Performance (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, 2024, 2023, 2022, 2021 and 2020. As a result of the Company’s “little r” financial restatement (as described under “Recovery of Erroneously Awarded Compensation” on page 108), certain revisions have been made to prior period amounts. See Note 20, Revision of Prior Period Financial Statements in the 2024 Annual Report for the years ended 2024, 2023 and 2022. The following table summarizes revisions for operating income and net income for the years ended 2021 and 2020.

  121. Pay Versus Performance

    | (Dollars in Millions, Except Per Share Amounts) | Year Ended December 31, 2021 | | | Year Ended December 31, 2020 | | | | | As Previously Reported | Adjustment | As Revised | As Previously Reported | Adjustment | As Revised | | Labor and Fringe | $2,550 | $25 | $2,575 | $2,275 | $(10) | $2,265 | | Purchased Services and Other | 2,135 | 42 | 2,177 | 1,719 | 17 | 1,736 | | Depreciation and Amortization | 1,420 | — | 1,420 | 1,383 | — | 1,383 | | Total Expenses | 6,928 | 67 | 6,995 | 6,221 | 7 | 6,228 | | Operating Income | 5,594 | (67) | 5,527 | 4,362 | (7) | 4,355 | | Earnings Before Income Taxes | 4,951 | (67) | 4,884 | 3,627 | (7) | 3,620 | | Income Tax Expense | (1,170) | 16 | (1,154) | (862) | 2 | (860) | | Net Earnings | $3,781 | $(51) | $3,730 | $2,765 | $(5) | $2,760 | | Net Earnings Per Share, Basic | $1.68 | $(0.02) | $1.66 | $1.20 | $— | $1.20 | | Net Earnings Per Share, Assuming Dilution | $1.68 | $(0.03) | $1.65 | $1.20 | $— | $1.20 |

  122. Pay Versus Performance

    (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 2024, in accordance with Item 402(v) of Regulation S-K. Economic Profit is a non-GAAP 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, 2024 for reconciliation to the corresponding GAAP amounts for the years ended 2024 and 2023. The following table reconciles operating income (the most directly comparable GAAP measure) to Economic Profit (non-GAAP measure) for the years ended 2022, 2021 and 2020.

  123. Pay Versus Performance

    | | Years Ended | | | | (Dollars in Millions) | 2022(a) | 2021(b) | 2020(b) | | Operating Income | $5,954 | $5,527 | $4,355 | | Add: Depreciation, Amortization, and Operating Lease Expense | 1,611 | 1,509 | 1,465 | | Remove: Unusual Items(c) | (144) | (349) | — | | Taxes(d) | (1,113) | (1,003) | (873) | | Gross Cash Earnings or “GCE” | 6,308 | 5,684 | 4,947 | | Operating Assets | | | | | Current Assets (Less Cash and Short-term Investments) | (1,826) | (1,533) | (1,275) | | Gross Properties | 47,605 | 45,993 | 45,297 | | Other Assets | (3,900) | (3,273) | (2,858) | | Operating Liabilities | | | | | Non-Interest Bearing Liabilities | 10,603 | 9,920 | 9,682 | | Gross Operating Assets or “GOA”(e) | (42,727) | (40,879) | (39,748) | | Capital Charge(f) | (3,418) | (3,270) | (3,180) | | Economic Profit (Non-GAAP) calculated as GCE less Capital Charge | $2,890 | $2,414 | $1,767 |

  124. Pay Versus Performance

    (a)See Note 20, Revision of Prior Period Financial Statements in the 2024 Annual Report for the revision of operating income for the year ended 2022. (b)See footnote 4 to the “Pay Versus Performance” table above for the revision of operating income for the years ended 2021 and 2020. (c)Unusual items are defined by management as unique events with greater than $100 million full year operating income impact, consistent with the terms of the Company’s long-term incentive plan agreements. (d)The tax percentage rate was 15% for all periods presented. This rate is applied to the sum of operating income, depreciation, amortization and operating lease expense and unusual items. (e)Gross operating assets reflects an average of the year-to-date quarters reported for each year presented. (f)The capital charge of 8% for all years is calculated as the minimum return multiplied by gross operating assets. (6)Does not reflect the impact of the Company’s little “r” financial restatement on TSR as described under “Recovery of Erroneously Awarded Compensation” on page 108. The Company estimates that TSR would have been $150 based on the restated financials, applying the same estimates used to previously calculate the impact of the restatement on the achievement of TSR for purposes of the Clawback Policy.

  125. Pay Versus Performance

    | 2025 Proxy Statement | 112 |

  126. Pay Versus Performance

    | CEO Pay-for-Performance Alignment |

  127. Pay Versus Performance

    The following chart sets forth the relationship between “Compensation Actually Paid” to our PEO, the average of “Compensation Actually Paid” to our other NEOs, the Company’s cumulative TSR and the peer group’s cumulative TSR over the five-year period from 2020 through 2024. The peer group TSR is based on the S&P 500 Industrials Index.

  128. Pay Versus Performance

    | 113 | |

  129. Pay Versus Performance

    The following chart sets forth the relationship between “Compensation Actually Paid” to our PEO, the average of “Compensation Actually Paid” to our other NEOs and our net income during fiscal years 2020 through 2024. The following chart sets forth the relationship between “Compensation Actually Paid” to our PEO, the average of “Compensation Actually Paid” to our other NEOs and Economic Profit (CSX Cash Earnings or CCE) during fiscal years 2020 through 2024.

  130. Pay Versus Performance

    | 2025 Proxy Statement | 114 |

  131. 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 2026 Annual Meeting must be delivered to the Company within the time periods described above and set forth in the Company’s bylaws.

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

    | 125 | |

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

    | Annual Meeting | | | 2025 Annual Meeting Webpage | www.virtualshareholdermeeting.com/CSX2025 | | 2024 Annual Report | https://s2.q4cdn.com/859568992/files/doc_financials/2024/ar/2024-10-K.pdf | | Committee Charters and Governance Documents | https://investors.csx.com/esg/governance/governance-documents/default.aspx | | 2023 ESG Report | https://s2.q4cdn.com/859568992/files/doc_financials/2023/ar/2023-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 |

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

    | 2025 Proxy Statement | 126 |