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CSX CORP 8-K Report, Executive Changes (Feb 23, 2024)

Reports
Leadership Changes
Filing Date
Filed February 23, 2024
Period End
February 16, 2024
Security
CSX
In the record · 2016–202610-K1110-Q328-K137

CSX filed 11 annual reports (10-K), 32 quarterly reports (10-Q) and 137 current reports (8-K) between 2016 and 2026.

  1. Material agreement8-K · Feb ’18Feb ’18
  2. Leadership change8-K · Jul ’20Jul ’20
  3. Material agreement8-K · Jul ’22Jul ’22
  4. Leadership change8-K · May ’26May ’26

01—Abstract

Summary

Summary of the 8-K filed February 23, 2024. Cited figures are marked; the original filing is the authoritative source.

CSX Corporation (CSX) has filed an 8-K detailing adjustments to its CEO's compensation package.

Effective February 16, 2024, CEO Joseph R. Hinrichs's annual base salary has been increased from $1,400,000 to $1,500,000a. This adjustment reflects a broader review of executive compensation by the Board of Directors and the Compensation and Talent Management Committee.

Furthermore, Mr. Hinrichs's incentive opportunities have been enhanced. His target annual bonus opportunity has risen from 150% to 175% of his base salary, and his target long-term incentive opportunity has increased from $10,000,000 to $11,400,000b.

The company also approved an increase in the annual cap for the aggregate incremental cost of the CEO's personal use of corporate aircraft covered by the company, from $175,000 to $250,000c. These changes are effective immediately and are part of the company's executive compensation strategy.

02—Key points

Key Highlights

  1. CEO Joseph R. Hinrichs's base salary increased from $1.4 million to $1.5 million.
  2. Target annual bonus opportunity for the CEO raised from 150% to 175% of base salary.
  3. Target long-term incentive opportunity for the CEO increased from $10 million to $11.4 million.
  4. Annual cap on company-covered costs for CEO's personal aircraft use increased from $175,000 to $250,000.
  5. Compensation adjustments were approved by the Board of Directors and the Compensation and Talent Management Committee.
  6. The changes became effective on February 16, 2024.

03—Questions

Frequently Asked Questions

  1. Why did CSX increase its CEO's compensation?

    The Board of Directors and the Compensation and Talent Management Committee reviewed the CEO's compensation levels and determined that increases to his base salary, target annual bonus, and target long-term incentive opportunities were appropriate. While the specific rationale for the 'appropriateness' is not detailed in this filing, such adjustments are typically tied to performance, market competitiveness, and the CEO's responsibilities.

  2. What are the new compensation figures for the CEO?

    The CEO's new annual base salary is $1,500,000. His target annual bonus opportunity is now 175% of his base salary, and his target long-term incentive opportunity is $11,400,000.

  3. What changes were made regarding the CEO's personal use of corporate aircraft?

    The annual cap on the aggregate incremental cost to the company for the CEO's personal use of corporate aircraft that will be covered by CSX has been increased from $175,000 to $250,000.

  4. When do these compensation changes take effect?

    These compensation adjustments were approved on February 16, 2024, and are effective as of that date.

04—Continue

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