Who is James L. Wainscott and what is his background?

James L. Wainscott is a 63-year-old former Chairman, President, and Chief Executive Officer of AK Steel Holding Corporation. His extensive experience in the steel industry is expected to bring valuable insights to CSX's Board.

Why has CSX appointed a new director at this time?

The appointment is a result of a planned director search to ensure continuity on the Board, particularly in anticipation of a director's potential retirement before the next annual meeting. CSX is also looking to fill a vacancy left by Pamela Carter and is committed to enhancing the diversity of its Board.

How will Mr. Wainscott's appointment affect the Board?

Mr. Wainscott's appointment increases the size of the Board from ten to eleven members. He will serve on the Finance Committee and is considered an independent director under SEC and NASDAQ listing standards.

What compensation will Mr. Wainscott receive?

Mr. Wainscott will receive compensation consistent with that provided to all non-employee directors, as previously outlined in the Company’s Proxy Statement dated March 25, 2020.

CSX 8-K: Leadership Changes

Summary

CSX Corporation announced a significant change to its Board of Directors with the appointment of James L. Wainscott as a new independent director, effective July 8, 2020. Mr. Wainscott brings extensive executive experience, having previously served as Chairman, President, and CEO of AK Steel Holding Corporation. His addition strengthens the Board's expertise, particularly within the Finance Committee, and increases the Board's total size to eleven members. This appointment is part of a proactive director search initiated to ensure continuity and fill upcoming vacancies. The company is also actively seeking to fill a separate vacancy and is prioritizing enhanced diversity on its Board. Investors can view the full press release detailing this appointment as Exhibit 99.1 to the 8-K filing.

Key Highlights

1James L. Wainscott appointed as a new independent director to the CSX Board.
2Mr. Wainscott is the former Chairman, President, and CEO of AK Steel Holding Corporation.
3His appointment to the Board increases its size from ten to eleven members.
4Mr. Wainscott has been appointed to serve on the Board's Finance Committee.
5The appointment is part of a strategic director search to address potential attrition and enhance Board diversity.
6CSX is also actively searching to fill a separate vacancy on the Board.

CSX CORP 8-K Report, Executive Changes (Jul 8, 2020)

Summary

Key Highlights

Frequently Asked Questions