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CSX CORP

For the period ended May 8, 2024. Filed Mar 25, 2024.

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About this filing

What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.

May 8, 2024 · Filed Mar 25, 2024

CSX$49.12-3.4%Stored close · as of Nov 6, 2026
See the whole filing, with its images and exhibits
Contents

CEO Pay-for-Performance Alignment

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 three-year period from 2020 through 2023. The peer group TSR is based on the S&P 500 Industrials Index.

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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 2023.

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 2023.

2024 Proxy Statement104

Fiscal 2023 Tabular List of Most Important Financial Performance Measures

While Economic Profit (CSX Cash Earnings or CCE) is shown in the pay-versus-performance table above, the following seven (plus two supplemental, as noted below) performance measures are all important and key to the Company’s success. These measures are included in the short and long-term incentive plans to ensure alignment between the goals of the NEOs to the business strategies. The measures in this table are not ranked.

Most Important Performance MeasuresImportance to the Company
Average Annual OperatingIncome Growth Rate PercentagenMeasures the average increase in operating income for each year of the LTIP cyclenAligns with the Company’s objective of profitable growth
Economic Profit (CSX Cash Earnings or CCE)nMeasures the Company’s ability to grow operating income while remaining focused on cost control and asset utilizationnEncourages investments in growth projects that earn more than an expected rate of return
Relative Total Shareholder Return (Relative TSR)nDesigned to appropriately align NEO payouts with share price performance relative to a transportation-related peer group
Operating IncomenUsed to gauge the general health of the Company and to quantify operating profit marginnAligns with the Company’s objective of profitable growth
Operating RationKey indicator of the Company’s efficiencynEncourages the Company to deliver results that grow the business while optimizing assets
Initiative-basedRevenue GrowthnMeasures the Company’s ability to gain additional business on the CSX network through growth with new and existing customersnDirectly supports profitable growth by driving operating income
SafetynReinforces the critical importance on ensuring employees’ personal safety and the safety of fellow railroaders and upholding our commitment to protect customers’ freight and the communities in which we operate
Trip Plan Compliance (supplemental)nEnsures the Company successfully executes the service plan for customers’ shipments based on our commitmentsnFocuses on reliable and accurate service for customers
Fuel Efficiency (supplemental)nIndicates the Company’s fuel productivity over the distance travelednSupports environmental stewardship by reducing carbon emissions

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ContentsView on SEC.gov

The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.