8-KLeadership ChangesRegulation FDExhibits & Filings

CSX CORP 8-K Report, Executive Changes (Sep 15, 2022)

Filed September 15, 2022For Securities:CSX

Summary

CSX Corporation announced a significant leadership transition, appointing Joseph R. Hinrichs as its new President and Chief Executive Officer, effective September 26, 2022. This change is part of a planned succession, with the current CEO, James M. Foote, retiring from his executive and board roles on the same date. Mr. Foote will transition to an advisory role through March 31, 2023, to ensure a smooth handover. Mr. Hinrichs brings extensive experience from the automotive and logistics sectors, having previously served as President of Ford Motor Company's global automotive business. His compensation package includes a base salary of $1.4 million, a target bonus of 150% of base salary, and substantial equity awards, including a $7 million sign-on bonus and an expected $10 million long-term incentive award in 2023. Severance provisions are in place for various termination scenarios, including a 'double trigger' change of control clause offering enhanced benefits.

Key Highlights

  • 1Joseph R. Hinrichs appointed new President and CEO, effective September 26, 2022.
  • 2Current CEO James M. Foote to retire as CEO and from the Board on September 26, 2022.
  • 3James M. Foote will serve as an advisor until March 31, 2023, to facilitate a smooth transition.
  • 4Mr. Hinrichs has over 30 years of experience in the automotive, manufacturing, and logistics industries, including leadership roles at Ford Motor Company.
  • 5Mr. Hinrichs' compensation package includes a $1.4 million base salary, 150% target bonus, a $7 million sign-on equity award, and an anticipated $10 million LTIP grant in 2023.
  • 6The company adopted an Executive Severance Plan for executive officers (excluding the CEO) and key employees, outlining severance benefits in case of qualifying terminations.
  • 7Mr. Foote's transition agreement includes a consulting role from January 1, 2023, to March 31, 2023, with a monthly fee of $350,000.

Frequently Asked Questions

This 8-K filing primarily announces a planned succession in leadership, with the appointment of Joseph R. Hinrichs as the new President and Chief Executive Officer of CSX Corporation, and the retirement of the current CEO, James M. Foote.

Joseph R. Hinrichs has over 30 years of experience in the automotive, manufacturing, and logistics sectors, including significant leadership roles at Ford Motor Company. His compensation as CEO includes a $1.4 million base salary, a target annual bonus of 150% of base salary, a $7 million sign-on equity award, and an initial $10 million target value for his 2023 long-term incentive award.

James M. Foote will retire as President and CEO and from the Board on September 26, 2022. He will remain with the company as an advisor until March 31, 2023, to ensure a seamless leadership transition. Following this advisory period, he will serve as a non-employee consultant from January 1, 2023, to March 31, 2023, receiving a monthly fee of $350,000.

CSX adopted an Executive Severance Plan that provides severance payments and benefits to its executive officers (excluding the CEO) and certain key employees in the event of a qualifying termination of employment. Benefits include cash severance, pro-rata bonuses, pro-rata vesting of long-term incentives, continued health benefits, and outplacement services.