What is the main purpose of this 8-K filing?

The main purpose of this 8-K filing is to announce the appointment of David A. Brown as the new Executive Vice-President and Chief Operating Officer (COO) of CSX Transportation, Inc. (CSXT), and to detail his compensation. It also covers amendments to the retirement terms for the outgoing COO, Tony L. Ingram.

What is David A. Brown's background and experience?

David A. Brown, age 50, has extensive experience in railroad operations. Prior to this appointment, he served as Vice President and Chief Transportation Officer of CSXT since 2006, overseeing the company's 21,000-mile transportation network. Before joining CSXT, he held positions at Norfolk Southern Railway, including Vice-President-Strategic Planning and General Manager of their Northern Region.

How is Tony L. Ingram being compensated upon his retirement?

Tony L. Ingram's employment terms were amended to grant him credit for his years of service with his prior employer, Norfolk Southern. This amendment allows him to be treated as retired under the CSX Omnibus Incentive Plan (COIP), making him eligible to receive a pro-rata portion of his outstanding equity-based awards. The estimated value of these awards, if paid out at target, is approximately $1.36 million as of December 1, 2009.

CSX 8-K: Leadership Changes

Q: What are the key components of David A. Brown's compensation package?

Mr. Brown's compensation package includes an annual base salary of $525,000, a fiscal 2010 bonus target of 90% of his base salary, and significant long-term equity incentives with a targeted annual value of $1.5 million in performance units and restricted stock units. He will also receive a one-time restricted stock grant valued at $500,000, vesting in five years.

Summary

This 8-K filing announces a key leadership transition within CSX Corporation's principal operating company, CSXT. Effective January 1, 2010, David A. Brown will assume the role of Executive Vice-President and Chief Operating Officer, succeeding Tony L. Ingram, who is retiring on December 31, 2009. Mr. Brown brings extensive operational experience from his previous roles at CSXT and Norfolk Southern, most recently serving as Vice President and Chief Transportation Officer for CSXT, where he oversaw the company's vast transportation network. The filing also details Mr. Brown's compensation package, including a base salary of $525,000, a bonus target of 90% of base salary, and significant long-term equity incentives with a targeted annual value of $1.5 million, plus a one-time $500,000 restricted stock grant. Additionally, the report notes an amendment to Tony L. Ingram's employment terms, recognizing his prior service and making him eligible for a pro-rata payout of outstanding equity-based awards valued at approximately $1.36 million, reflecting his tenure and contributions.

Key Highlights

1David A. Brown appointed Executive Vice-President and Chief Operating Officer of CSXT, effective January 1, 2010.
2Brown succeeds Tony L. Ingram, who retires as COO on December 31, 2009.
3Brown has significant railroad operational experience, including his recent role as CSXT's Vice President and Chief Transportation Officer.
4Brown's compensation includes a $525,000 base salary and a 90% bonus target.
5Brown is eligible for substantial long-term equity incentives ($1.5 million target annually) and a $500,000 restricted stock grant.
6Tony L. Ingram's employment terms amended to provide credit for prior service, making him eligible for pro-rata equity awards valued at approximately $1.36 million.

CSX CORP 8-K Report, Executive Changes (Dec 14, 2009)

Summary

Key Highlights

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