8-KLeadership ChangesOther EventsExhibits & Filings

CSX CORP 8-K Report, Executive Changes (Dec 22, 2017)

Filed December 22, 2017For Securities:CSX

Summary

CSX Corporation (CSX) announced a significant leadership change following the passing of its former CEO, E. Hunter Harrison. James M. Foote, who was previously appointed acting CEO, has now been officially named President and Chief Executive Officer, effective December 22, 2017. Mr. Foote also joins the Board of Directors and will chair the Executive Committee, solidifying his leadership role within the company. Mr. Foote's compensation has been detailed, including an annual base salary of $1,200,000 and a short-term incentive opportunity of 125% of his base salary. He will also participate in long-term incentive plans with aggregate grants of $9,000,000 per performance period. Importantly, certain provisions of his prior employment letter, including severance benefits, change of control, and non-competition agreements, remain in effect. This appointment signals a continuation of strategy under a proven leader with prior experience working alongside the former CEO.

Key Highlights

  • 1James M. Foote appointed as President and Chief Executive Officer (CEO) of CSX Corporation, effective December 22, 2017.
  • 2Mr. Foote also elected to the Board of Directors, filling the vacancy left by the late E. Hunter Harrison.
  • 3Mr. Foote will serve as Chairman of the Company's Executive Committee.
  • 4Annual base salary for Mr. Foote set at $1,200,000, with a short-term incentive opportunity of 125% of base salary.
  • 5Mr. Foote eligible for long-term incentive plans with aggregate grants of $9,000,000 per performance period.
  • 6Key provisions of Mr. Foote's prior employment letter, including severance, change of control, and non-competition agreements, remain in effect.

Frequently Asked Questions

James M. Foote was appointed President and CEO following the death of former CEO E. Hunter Harrison. Mr. Foote had previously been appointed acting CEO and was already serving as Chief Operating Officer, indicating a planned succession.

Mr. Foote's compensation includes an annual base salary of $1,200,000, a short-term incentive opportunity of 125% of his base salary, and eligibility for long-term incentive plans with aggregate grants of $9,000,000 per performance period.

Yes, certain sections of Mr. Foote's prior employment letter, specifically those related to severance benefits, treatment of equity awards upon retirement, repayment requirements, his change of control agreement, and his non-competition agreement, remain in full effect.

Mr. Foote's election to the Board of Directors, along with his appointment as CEO and Chairman of the Executive Committee, signifies a consolidation of leadership and strategic control under his direction, ensuring continuity and decisive management.