8-KLeadership ChangesExhibits & Filings

CSX CORP 8-K Report, Executive Changes (Feb 13, 2017)

Filed February 13, 2017For Securities:CSX

Summary

CSX Corporation's 8-K filing on February 13, 2017, primarily details adjustments to executive compensation and the renewal of change of control agreements. The Compensation Committee approved increased short-term and long-term incentive opportunities for Ellen M. Fitzsimmons, Executive Vice President of Law and Public Affairs, and an increased long-term equity incentive award for Frank A. Lonegro, Executive Vice President and Chief Financial Officer. These adjustments reflect a focus on retaining key leadership talent by enhancing their compensation packages. Additionally, the Board of Directors approved the regular three-year renewal of change of control agreements for several key executives, including the CEO, President, CFO, and COO. These agreements, renewed until May 15, 2020, provide specified severance benefits in the event of termination under certain circumstances following a change in control, offering a layer of security for executives and continuity for the company.

Key Highlights

  • 1Adjustments made to the 2017 compensation for certain executive officers.
  • 2Ellen M. Fitzsimmons received an increase in her short-term incentive opportunity from 80% to 90% of her base salary.
  • 3Ellen M. Fitzsimmons's long-term equity incentive award value increased from $1,500,000 to $2,000,000.
  • 4Frank A. Lonegro's long-term equity incentive award value increased from $1,500,000 to $2,000,000.
  • 5The Company renewed change of control agreements for key executives, including the CEO, President, CFO, and COO.
  • 6These renewed agreements will expire on May 15, 2020, extending coverage for another three years.
  • 7Change of control agreements provide for 2.99 times base salary plus target bonus upon termination for cause, resignation for good reason, or constructive termination following a change in control.

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