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Senior Vice President of Sales . Smith will serve as chairwoman, president, and chief . He joined the UTUIA team on April 16, 2018, bringing extensive regulatory and insurance industry . March 6 (Reuters) - Csx Corp * CSX names Hunter Harrison as chief executive officer * Says Harrison replaces Michael Ward, who announced his decision to retire as chairman and CEO on February 21, 2017 In addition, three incumbent CSX directors intend to complete their service for the Board at or before the conclusion of the 2017 annual meeting. > Net Earnings FY 2011: -$28 million . Total Compensation. 3264. The Board of Directors of CSX (the "Board") is soliciting your vote on matters being submitted for shareholder approval at the Annual Meeting. Essentially, the shareholders are trying to sue on behalf of CSX because they believe the board of directors haven't been representing the company well. CSX CORP annual reports of executive compensation and pay are most commonly found in the Def 14a documents. In addition, three incumbent CSX directors intend to complete their service for the Board at or before the conclusion of the 2017 annual meeting. deferred compensation program available to executives only during 1985, 1986, 1988, and 1989. CSX Corporation. CSX's current Presiding Director, Edward J. Kelly, III, will become Chairman of the Board and Mr. Hilal will become Vice Chairman. Deny the averments in paragraph 56 of the . Henry C. Duques (*),,,Director. 4. During his 47 years, Mr. Gooden held numerous leadership positions at CSX, including serving as vice chairman, and as company president from September 2015 through February 2017. . After he retired from . CSX Executives' Deferred Compensation Plan . CSX Corp. (NYSE: CSX) • Total board compensation: $4.86 million • Average compensation per board member: $324,195 24. Clinton Group to Griffon Corporation (March 5, 2007) SUMMARY: Letter to the board proposing corporate governance changes, such as: reduce the percentage of shareholder votes required to call a special meeting; de-classify the board; permit shareholders to remove directors without cause; and prohibit the CEO from serving as Chairman of the Board. As a member of Board of Directors at CSX CORP , J. Steven Whisler made $349,445 in total compensation. A Participant's right to compensation shall terminate as of the last day . For 1998, these amounts are: for Mr. Shepard has been a director of CSX since January 2003, and is a member of the Board's Compensation Committee and the Finance Committee. He is the managing director of Clyde . CSX shareholders have overwhelmingly approved an $84 million reimbursement package for the hiring of its new chief executive officer, the Jacksonville-based railroad announced Monday. In 2011, CSX reported revenues of $11,743,000,000. London-based TCI also questioned CSX's management compensation policy and called on the railroad to justify its capital spending plan for the period 2007-2010. Director Compensation The Board periodically, but at least once every three years, reviews and sets the compensation for non-employee directors based on the recommendation of the Governance . In 2011, CSX reported revenues of $11,743,000,000. CSX Corporation is a rail-based freight transportation company, and Spectra Energy Corp was a natural gas company merged with Enbridge Inc. . Mr. Noski previously served as Chief Financial Officer of AT&T Inc. from 1999 to 2002 and also served as Vice Chairman of the Board of Directors in 2002 . Davis Polk is advising CSX Corporation in connection with an agreement with Mantle Ridge LP to reconstitute CSX's board of directors. Nancy E. Cooper was named non-executive board chair of Brunswick Corporation in November 2020. that, in December 2007, the Board granted each of CSX's 11 non-management directors 5,000 shares of CSX common stock, that December is the last calendar month of a quarter, and that CSX reported its fourth quarter 2007 earnings on January 22, 2008 and refer to the Stock Plan for its contents. 234 . Director salaries at CSX can range from $129,078 - $176,741 per year. . 56. and as Board Director from 2002 to 2005. She is a member of the Nominating and Corporate Governance Committee and the Human Resources and Compensation Committee. Mr. Gooden retired from CSX Corporation ("CSX") in May 2017. Establish procedures . Bloomberg estimates pegged Harrison's total package at $230 million, including stock options worth $103 million, $2.2 million in salary and a $2.8 million bonus at target. Thomas Bostick joined the company's board, effective immediately. As the former executive vice president and chief financial officer of CA Technologies (now a Broadcom company), Ms. Cooper brings financial acumen and technology experience to the Brunswick Board of Directors. On January 24, 2022, CSX Corporation (the "Company") announced the appointment by the Board of Directors of the Company (the . CSX Corp. announced that the company's Board of Directors has authorized a 7% increase in its quarterly dividend, from $0.093 to $0.10 per share. Chesapeake Energy. The company is listed on the NASDAQ with ticker name CSX. When factoring in bonuses and additional compensation, a Director at CSX can expect to make an average total pay of $197,095 per year. This week, Eastern U.S. railroad CSX Corporation (NASDAQ: CSX) and Canadian railway Canadian National Railway (NYSE: CNI) announced new members of their boards of directors.CSX said Thursday that . JACKSONVILLE, Fla., Feb. 16, 2022 (GLOBE NEWSWIRE) -- CSX Corp. (NASDAQ: CSX) today announced that the Company's Board of Directors has authorized a 7 percent increase in its . 2. In 2017, CSX Corporation, a leading railroad company, paid or committed to pay (subject to certain conditions) over $200 million (including grant-date value of a stock option discussed below) to attract E. Hunter Harrison as its new chief executive officer. CSX CORP : Change in Directors or Principal Officers (form 8-K) Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. Chairman of the CSX board, Edward Kelly said both Harrison and Mantle Ridge "had made a number of concessions during negotiations," when asked by a shareholder if the payment was appropriate. Mr. Harris was appointed as a Director on November 19, 2020 and serves as Chairman of the Corporate Governance and Nominating Committee and as a member of the Audit Committee. Compensation Committee shall appoint one of its members to fill the vacancy until such time as it is filled by the Board of Directors). Biography - Retired Chairman of the Board and Chief Executive Officer of Hormel Foods Corporation, a processor and marketer of meat and food products.Director of Ecolab since 2015. Harrison is expected to pay $55 million back to Mantle Ridge, while retaining $29 million as a one-time, upfront payment. During his 28-year career at Hormel, Mr. Ettinger held the offices of Chairman from 2006 to 2017, Chief Executive Officer . Oct 29, 2019. Under the terms of the agreement, CSX has appointed five new directors to its board of directors, mutually agreed upon by CSX and Mantle Ridge, and E. Hunter Harrison has been named chief executive officer, effective immediately. The type of lawsuit is called a derivative shareholder suit. If CSX Corporation does not receive notice at its principal executive offices on or before January 25, 2002, of a shareholder proposal for consideration at the 2002 Annual Meeting of Shareholders, the proxies named by the CSX Board of Directors with respect to that meeting shall have discretionary voting authority with respect to that proposal. Updated Oct 30, 2019, 10:14am EDT. JACKSONVILLE, Fla. - June 4, 2021 - CSX Corporation (NASDAQ: CSX) today announced that its Board of Directors has approved a 3-for-1 stock split to be distributed to shareholders as a stock dividend. VIA E-MAIL. 25. Election of directors proposed by IBM's Board of Directors for a term of one year, as set forth in this Proxy Statement. Exhibit 10.1. Of that $84 . Special Retirement Plan for Directors - CSX Corp.: . CSX Corporation (the "Corporation") on behalf of the Board of Directors (the "Board"). USD 37.44 0.19 0.50%. Ties to Pete Peterson's "Fix the Debt" The Campaign to Fix the Debt is the latest incarnation of a decades-long effort by former Nixon man turned Wall Street billionaire Pete Peterson to slash . The board of directors of Parsons Corporation (NYSE: PSN) has unanimously elected Carey A. Smith as chairwoman, effective April 14, 2022. 25. Prior to founding Mantle Ridge, Mr. Hilal was a partner and senior investment professional at Pershing Square Capital Management where he worked from 2006 to 2016. Read more. View detailed CSX description & address. CSX Corp. shareholders are likely to approve turnaround veteran Hunter Harrison's demand for a $300-million pay package that the railroad derided as "exceptionally unusual," according to analysts. Bostick served in the Army for 38 years, including as the chief of engineers and commanding general of the U.S. Army Corps of Engineers. This estimate is based upon 12 CSX Director salary report(s) provided by employees or estimated based upon statistical methods. Mr. Becker is the Secretary and Treasurer of the United Transportation Union Insurance Association (UTUIA). As a result, the size of the Board will be 13 members. Total Cash Compensation information is comprised of yearly Base Pay and Bonuses. From April 2010 until his retirement in April 2011, Mr. Harris served as Executive Vice President of Operations at Canadian Pacific Railway. As set forth in further detail below, the Committee is responsible for: (i) regularly reviewing, approving and monitoring compensation policies, practices and plans, and the associated financial impact Board of Directors' Role in Succession Planning 21 Director Compensation 26 Board of Director's Role in Oversight of ESG 21 2020 Directors' Compensation . Chief Executive Officer. Groupon elected Ariel Investments President Mellody Hobson to its board of directors (Image: File) Though black women remain among the most underrepresented group in . Meanwhile, the board of directors is arguing it does represent the company. TCI holds 17.8 million CSX shares, a . Biography - Chief Executive Officer and Director of Aramark, a global provider of food, facilities management and uniform services. CSX Corp.'s board yesterday called for a special meeting of shareholders to seek guidance on a proposal by a 4.9% shareholder New York hedge fund - Mantle Ridge LP, and former CEO of Canadian Pacific Railroad, E. Hunter Harrison. [PHOTO HERE] HUGH L. MCCOLL, JR., 60, is Chairman and Chief Executive Officer of NationsBank Corporation, a bank holding company. Consistent with the Board of Directors' ("Board") commitment to build long-term shareholder value, the Compensation Committee ("Committee") shall be responsible for the development of CSX Corporation's ("Corporation") philosophy with respect to executive compensation and benefits. Prior to joining First Data Corporation, he . CSX CORP income statements for executive base pay and bonus are filed yearly with the SEC in the edgar filing system. In June 2017, around the time the board of directors approved his $84 million compensation package (excluding stock options and other incentives possibly worth over $200 million), according to a Securities and Exchange Commission (SEC) filing, In addition, Harrison is asking for $84 million to compensate for what he would have received from his old job—also known as a "make-whole" award—and up to $23 million to reimburse associated tax payments. CSX had an outside independent compensation consultant to give the board unbiased analyses and professional opinions on compensation issues. The fund called on the CSX Board to: separate the Chairman and CEO roles, add new independent directors, allow shareholders to call special meetings, align management compensation with shareholder . E. Hunter Harrison c/o Mantle Ridge LP 900 Third Avenue, 11th Floor , Director. CSX Board of Directors Compensation and Salary by Lisa August 26, 2021 CSX is a Class I freight railroad operating in the eastern United States and the Canadian provinces of Ontario and Quebec, headquartered in Jacksonville, Florida, United States. Board of Directors Compensation and Talent Management Committee Charter Purpose The primary purpose of the Compensation and Talent Management Committee (the "Committee") is to develop and oversee the compensation philosophy, strategy and design for CSX Corporation ("Corporation") on behalf of the Board of Directors ("Board"). CSX - Hedge Fund Proposal. Ratification of the appointment of PricewaterhouseCoopers LLP as IBM's independent registered public accounting firm. 3. 12. Provide leadership to foster the effectiveness of the Committee. CSX CORPORATION CORPORATE DIRECTOR DEFERRED COMPENSATION PLAN EFFECTIVE NOVEMBER 1, 1980 As Amended and Restated Effective January 1, 1995 (As Amended through December 31, 1997) 1. 4. The new $0.10 quarterly dividend is payable on March 15, 2022 to shareholders of record at the close of business on February 28, 2022. . As a result, the size of the Board will be 13 members. 5. Mr. Duques was the chairman and chief executive officer of First Data Corporation, an electronic commerce and payment services company, from 1992 to 2002 and again from 2005 to 2007. Jane L. Warner joined the Brunswick Board of Directors in February 2015. . Total Compensation. Company profile for CSX Corp. including key executives, insider trading, ownership, revenue and average growth rates. He is a director of Mercantile Bankshares Corporation and GenCorp. Mr. Paul C. Hilal serves as Vice Chairman of the Board of the Company. Chair of the Compensation Committee and member of the Finance Committee. as a director and as the Chairman of our Board of Directors since 2004 and is a member of our . (Ret.) 220 Director and 2018-2019 ISACA Board Chair Rob Clyde, CISM, NACD Board Leadership Fellow, is executive chair of the board of directors for White Cloud Security, a provider of trusted app list enforcement, and independent board director for Titus, a leader in data protection, categorization and classification. CSX Corporation, "based in Jacksonville, Fla., is one of the nation's leading transportation companies, providing rail-based transportation services.". Mr. Zillmer returned to Aramark in October 2019 as Chief . The Compensation and Talent Management Committee of the Board of Directors is charged with oversight of CSX's workforce. From 2012 to 2016, Mr. Hilal served as a director of Canadian Pacific Railway . The new shares will be distributed on June 28, 2021. February 6, 2017. CSX Announces Stock Split - CSX.com. Mr. Moroun has served as Vice Chairman and as a director of CenTra, Inc., a holding company based in Warren, I did a quick search on "compensation plans for corporate directors" - There are a number of deferred compensation plans on Findlaw for non-employee directors (CSX, AlliedSignal, IBM, Safeway), There was a referral to revenue ruling Revenue Ruling 71-419, 1971-2 C.B. Ties to Pete Peterson's "Fix the Debt" The Campaign to Fix the Debt is the latest incarnation of a decades-long effort by former Nixon man turned Wall Street billionaire Pete Peterson to slash . The Plan is Chairman. Purpose The purpose of this Plan is to permit members of the Board of Directors of CSX Corporation to elect deferred receipt of director's fees. Executive officers of the Company are elected by the CSX Board of . The new members would be Mr. Harrison, you and three other independent directors (to be mutually agreed). The shareholder measure was only an advisory vote for the board, and the directors were expected to approve the $84 million payment regardless of the outcome. Mr. Kunisch has been a director of CSX since October 1990 and is Chairman of the Board's Compensation Committee and a member of the Executive Committee. The new $0.10 quarterly dividend is payable on March 15, 2022 to shareholders of record at the close of business on February 28, 2022. Pay Rank By Title In Retail & Wholesale industry. On January 18, 2017, Canadian Pacific Railway Limited announced that Mr. Harrison was resigning as […] CSX's board of directors duped shareholders into hiring former CEO E. Hunter Harrison to turn around the railroad with an "outrageous," $300 million compensation package, a reckless move that . The proposal would give the hedge fund greater control of the CSX Board of Directors while making Mr. Harrison the CEO of the company . 2. Harrison was seeking the payment as reimbursement for compensation he forfeited when he left his previous position as CEO of Canadian Pacific Railway Ltd. to pursue the CSX job. > 2-Year Stock Change: -26.05%. Arthur Adams is Senior Vice President of Sales, responsible for leading all sales portfolios within the Agriculture and Food, Chemicals, Fertilizers, Paper and Forest, Metals, and Minerals markets. Jan 31. TABLE OF CONTENTS . Jeff Gennette. and to retain for the Company the value of their advice and consultation, the Board of Directors adopted a special retirement plan for Directors on April 21, 1981. . John J. Zillmer. Lead Director, Chair of the Governance Committee, and member of the Compensation Committee. Director of Ecolab since 2006. CSX Corp. (NYSE: CSX) > Total board compensation: $4.86 million > Average compensation per board member: $324,195 #3 View more. Five new Board members would join the CSX Board of Directors, for a total Board of 16 members following Michael Ward's retirement from the Board effective as of the 2017 annual meeting. This week, Eastern U.S. railroad CSX (NASDAQ: CSX) and Canadian railway CN announced new members of their boards of directors.. CSX said Thursday that Lt. Gen. Matthew T. Moroun has served as a director and as the Chairman of our Board of Directors since 2004 and is a member of our Executive Committee and Compensation and Stock Option Committee. Amounts shown also include the Company's matching contributions made in conjunction with deferrals of salary or bonuses to . A Jacksonville judge may soon decide if CSX shareholders have the right to take the Jacksonville railroad giant's board of directors to task for its Pay Rank By Title In Retail & Wholesale industry. > Average Compensation: $533,163. CSX's board of directors duped shareholders into hiring former CEO E. Hunter Harrison to turn around the railroad with an "outrageous," $300 million compensation package, a reckless move that . Previously, he served as a director of Burlington Northern Santa Fe Corporation, U.S. Airways Group . Mr. Hilal draws on his experience as a value investor, as a capital allocator, and as an engaged director driving shareholder value. (ii) the Participant's period of Eligible Service. Ward, 53, is the Chairman of the Board, President and Chief Executive Officer of CSX, having been elected as Chairman and Chief Executive Officer in January 2003 and as President in July 2002. CSX Board Member Steve Halverson has sold $2.9 million worth of stock in the railroad company, a week or so after the activist investor who pushed . Advisory vote on executive compensation. Adams also oversees CSX Customer Engagement and TRANSFLO services. The Chair of the Compensation Committee of the Board of Directors shall, operating within the Committee's mandate: 1. Code of Ethics - CSX employees, directors, officers, and executives were required to abide by a code of ethics. the board to receive assistance if additional expertise were needed. Additionally, through his railroad industry experience and perspective, Mr. Hilal provides the Board valuable insight regarding the financial aspects of CSX's business.

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