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CSX’s Corporate Governance Guidelines and Code of Ethics are available on the Company’s website at http://investors.csx.com under the heading “Corporate Governance.” Shareholders may also request a free copy of any of these documents by writing to CSX Corporation, Office of the Corporate Secretary, 500 Water Street, C160, Jacksonville, Florida 32202. Any waivers of or changes to the Code of Ethics that apply to our directors or executive officers will be disclosed on CSX’s website athttp://www.csx.com. There were no waivers to the Code of Ethics in 2018.

SHAREHOLDER OUTREACH AND ENGAGEMENT

We believe that on-going shareholder engagement is a key component of effective corporate governance that allows the Company to better understand evolving trends and enable strategic decision-making to deliver shareholder value. We conduct shareholder outreach throughout the year to ensure that management and the Board understand and consider our shareholders’ views on important issues.

Senior leaders and subject matter experts from the Company meet routinely with representatives from many of our institutional shareholders and periodically with proxy advisory firms to discuss CSX’s business strategy, corporate governance practices, executive compensation, and environmental, social and governance matters. Members of the Board participate in these meetings from time to time.

In addition to this shareholder outreach, CSX also engages with shareholders and other interested parties through its participation in industry and investment community conferences, investor road shows, and analyst meetings. In addition, we continue to successfully engage with individual shareholders to advance issues that are in the best interests of our broad and diverse shareholder base.

Shareholders who wish to communicate with the Board, or with a particular director, may forward appropriate correspondence to CSX Corporation, Office of the Corporate Secretary, 500 Water Street, C160, Jacksonville, Florida 32202. Pursuant to procedures established by the non-management directors of the Board, the Office of the Corporate Secretary will forward appropriate correspondence to the Board or a particular director. Appropriate correspondence generally includes any legitimate, non-harassing inquiries or statements. Interested parties who wish to communicate with the Chairman of the Board or non-employee directors may forward correspondence to CSX Corporation, the Chairman of the Board, CSX Board of Directors, 500 Water Street, C160, Jacksonville, Florida 32202.

BOARD OF DIRECTORS’ ROLE IN RISK OVERSIGHT

Pursuant to its charter, the Audit Committee of the Board has primary responsibility for risk oversight. In addition to regular risk presentations to the Audit Committee, management periodically reports to the Board and its other committees on current risks and the Company’s approach to avoiding and mitigating risk exposure.

The Company’s Business Risk Management (“BRM”) program includes activities related to the identification, assessment, mitigation and monitoring of risks. The CSX risk universe is divided into the following broad risk categories:

Compliance— Risks directly impacting CSX’s ability to meet or comply with state, federal or local rules and regulations (e.g., environmental laws and regulations);

Strategic— Risks (and opportunities) directly impacting CSX’s ability to achieve or exceed its stated longer term strategic objectives (e.g., market demand shifts); and

External— Risks arising from events outside CSX and beyond the Company’s direct influence or control (e.g., economic downturn, cyber and other security risks).

The objective of the BRM program is to facilitate timely identification and review of new and existing risks along with overseeing the development and execution of mitigation plans. A well-established risk management structure is leveraged to govern the program. Risks are prioritized based on their potential impacts on the Company. On an ongoing basis, risks are evaluated to track the status of key mitigation activities along with the trends of key indicators. Ultimately, the BRM program provides an opportunity for business and functional leadership to collaborate on the key Company risks and identify needed mitigation steps to help advance the Company’s objectives.

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BOARD OF DIRECTORS’ ROLE IN SUCCESSION PLANNING

The Board is responsible for succession planning for the Board, as well as senior management, including the CEO. In addition to succession planning efforts by the Board and the Governance Committee throughout the year, the full Board engages in a comprehensive management succession planning exercise on an annual basis where it analyzes potential succession candidates across all senior management positions. Although the Board focuses on the senior executive team and CEO succession, directors also discuss the pipeline for other key roles in the Company. As part of this exercise, the Board reviews skills, competencies and readiness levels of succession candidates and recommends development plans to ensure that management succession candidates are adequately prepared for planned and unexpected transitions.

TRANSACTIONS WITH RELATED PERSONS AND OTHER MATTERSOther Matters

CSX operates under a Code of Ethics that requires all employees, officers and directors, without exception, to avoid engaging in activities or relationships that conflict, or would be perceived to conflict, with the Company’s interests or adversely affect its reputation. It is understood, however, that certain relationships or transactions may arise that would be deemed acceptable and appropriate upon full disclosure of the transaction, following review to ensure there is a legitimate business reason for the transaction and that the terms of the transaction are no less favorable to CSX than could be obtained from an unrelated person. The Audit Committee is responsible for oversight, review and oversightapproval or ratification of all transactions with related persons. CSX has not adopted written procedures for reviewing, approving or ratifying Related Person Transactions, but generally follows the procedures described below in accordance with Item 404 of Regulation S-K.

A “Related Person Transaction” is a transaction, arrangement or relationship (or any series of similar transactions, arrangements or relationships) in which: (i) CSX (including any of its subsidiaries) was, is or will be a participant; (ii) the amount involved exceeds $120,000 in any fiscal year; and (iii) any Related Person had, has or will have a direct or indirect material interest (other than solely as a result of being a director or a less than 10% beneficial owner of another entity).

A “Related Person” includes: (i) any person who is, or at any time since the beginning of the last fiscal year was, a director or executive officer or a nominee to become a director; (ii) any person who is known to be the beneficial owner of more than 5% of any class of CSX’s voting securities; (iii) any immediate family member of any of the foregoing persons, which means any child, stepchild, parent, stepparent, spouse, sibling, mother-in-law, father-in-law, son-in-law, daughter-in-law, brother-in-law or sister-in-law of the director, executive officer, nominee or more than 5% beneficial owner, and any person (other than a tenant or employee) sharing the household of such director, executive officer, nominee or more than 5% beneficial owner; and (iv) any firm, corporation or other entity in which any of the foregoing persons is employed or is a partner or principal or in a similar position or in which such person has a 5%direct or greater beneficial ownershipindirect material interest.

On an annual basis, in response to the Directors and Officers Questionnaire (“Questionnaire”) and a Related Person Transaction survey (“Survey”), each director, director nominee and executive officer submits to the Corporate Secretary a description of any current or proposed Related Person Transactions. Directors and executive officers are expected to notify the Corporate Secretary of any updates to the list of Related Person Transactions during the year. If Related Person Transactions are identified, those transactions are reviewed by the Audit Committee.

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The Audit Committee will evaluate Related Person Transactions based on:

In connection with the review, approval or ratification of any Related Person Transaction, the Audit Committee will consider whether the transaction will be a conflict of interest or give the appearance of a conflict of interest. In the case of any Related Person Transaction involving an outside director or nominee for director, the Audit Committee will also consider whether the transaction will compromise the director’s status as an independent director as prescribed in the NasdaqNASDAQ listing standards. The Audit Committee did not identify any

During 2021, there were no Related Person Transactions during 2018 that are required to be reported pursuant to Item 404(a) of Regulation S-K.

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COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATIONCompensation Committee Interlocks and Insider Participation

No member of the Compensation and Talent Management Committee is, or in 20182021 was, an executive officer or former executive officer or employee of the Company. In addition, no executive officer of the Company served on the board of directors of any entity whose executive officers included a director of the Company.

BOARD LEADERSHIP AND COMMITTEE STRUCTUREAnnual Evaluation of Board Performance

The Board believes an annual review of its performance, as a whole and as individual directors, is essential for ensuring overall effectiveness, including fulfillment of its oversight responsibilities, strategic planning and communications. The Governance and Sustainability Committee is responsible for developing and recommending the annual evaluation process to the Board. For 2021, the Board and director evaluation process was conducted as follows:

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Board of Directors’ Role in Succession Planning

One of the Board’s primary responsibilities is succession planning, not only for the Board but also for senior management, including the CEO. The Board believes it is critical to have a robust succession planning process and engages in succession planning efforts throughout the year, including a comprehensive management succession planning exercise in conjunction with its annual strategic planning session.

Board of Directors’ Role in Risk Oversight

Pursuant to its charter, the Audit Committee of the Board has primary responsibility for risk oversight. In addition to regular risk presentations to the Audit Committee, management periodically reports to the Board and its other committees on current risks and the Company’s approach to avoiding and mitigating risk exposure.

The Company’s Enterprise Risk Management (“ERM”) program includes activities related to the identification, assessment, mitigation and monitoring of enterprise-level risks. CSX revised its ERM framework in 2021 to focus on the Company’s core enterprise risks and related mitigation activities and controls. The CSX risk universe is currently divided into the following broad risk categories: Operations, Finance, Technology, and Compliance. Each risk category includes “core” ERM risks, as reflected in the chart below.

The ERM program is designed to ensure that senior management, the Audit Committee and the CSX Board understand how enterprise-level risks are monitored, measured, reported and managed to promote risk-aware decision-making and to keep risks within tolerable bounds. A well-established risk management structure is leveraged to support the program. Each core risk is aligned with a Risk Leader, who has ongoing responsibility for monitoring and managing that risk. Each Risk Leader reports to a member of the Executive Risk Committee (comprised of the Executive Vice President (“EVP”) of Operations; EVP and Chief Administrative Officer; EVP and Chief Legal Officer; and EVP and CFO), with a separate annual ERM report-out to the CEO.

In addition to risks related to financial reporting, internal controls and compliance, the Audit Committee also has oversight responsibilities with respect to information security risk, mitigation strategies and overall resiliency of the Company’s technology infrastructure. Such risks are considered as part of the Company’s overall risk management and business continuity processes. In addition, the Audit Committee periodically reviews assessments of information security controls and procedures, any incidents that could have a material impact on the Company’s network, as well as potential cyber security risk disclosures. In late 2019, Maj. Gen. (ret.) Suzanne Vautrinot joined the Board and the Audit Committee. She is a recognized expert in cyber security matters as she previously served as Commander of the United States Air Force’s Cyber Command where she oversaw a multi-billion cyber enterprise, and led a workforce of 14,000 personnel conducting offensive and defensive cyber operations worldwide.

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Board of Director’s Role in Oversight of ESG

The Governance and Sustainability Committee oversees the development and execution of CSX’s ESG strategy and reporting, and has responsibility for risk oversight and evaluation of climate-related issues. Additionally, the Compensation and Talent Management Committee has oversight responsibilities with respect to the Company’s workforce and human capital management processes, including plans and processes for promoting diversity, equity and inclusion. On a day-to-day basis, ESG is collaboratively managed by the respective operational departments. Operational leaders are responsible for measuring and monitoring progress against key performance indicators and for reviewing and applying stakeholder feedback and insights.

Shareholder Outreach and Engagement

We believe that on-going shareholder engagement is a key component of effective corporate governance that allows the Company to better understand evolving trends and enable strategic decision-making to deliver shareholder value. We conduct shareholder outreach throughout the year to ensure that management and the Board understand and consider our shareholders’ views on important issues.

Senior leaders and subject matter experts from the Company meet routinely with representatives from many of our institutional shareholders and periodically with proxy advisory firms to discuss CSX’s financial and operating performance, business strategy, corporate governance, executive compensation, and ESG matters. Members of the Board participate in these meetings from time to time. In addition, the Company continues to successfully engage with shareholders to advance issues that are in the best interests of our broad and diverse shareholder base.

In addition to this shareholder outreach, CSX also engages with shareholders and other interested parties through its participation in industry and investment community conferences, investor road shows, and analyst meetings. In 2021, CSX maintained an active shareholder outreach program, including investor conferences, small group meetings, and non-deal roadshows. The Company leveraged the continued use of virtual meetings to expand international outreach, meeting with investors in Europe, Asia and Australia. In 2021, CSX hosted meetings with 110 unique firms, representing $12.2 trillion of equity assets under management.

Interested parties who wish to communicate with management, the Board, or with a particular director, may forward appropriate correspondence to CSX Corporation, Office of the Corporate Secretary, 500 Water Street, C160, Jacksonville, Florida 32202. Pursuant to procedures established by the non-management directors of the Board, the Office of the Corporate Secretary will forward appropriate correspondence to the Board or a particular director. Appropriate correspondence generally includes any legitimate, non-harassing inquiries or statements.

Principles of Corporate Governance

The Board is committed to corporate governance principles and practices that facilitate the fulfillment of its fiduciary duties to the Company and its shareholders. The Board has adopted Corporate Governance Guidelines that reflect the high standards that employees, investors, customers, suppliers and others should expect. Key corporate governance principles observed by the Board and the Company include:

CSX’s Corporate Governance Guidelines and Code of Ethics are available on the Company’s website at http://investors.csx.com under the heading “Environmental, Social and Governance.” Shareholders may also request a free copy of any of these documents by writing to CSX Corporation, Office of the Corporate Secretary, 500 Water Street, C160, Jacksonville, Florida 32202. Any waivers of or changes to the Code of Ethics that apply to our directors or executive officers will be disclosed on CSX’s website at http://www.csx.com. There were no waivers to the Code of Ethics in 2021.

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Board Leadership and Committee Structure

The Board believes that at this time, and based on the Company’s current circumstances, the positions of ChairmanBoard Chair and CEO should be separate, with the Chairman of the Board Chair role being filled by an independent director. The duties of the ChairmanBoard Chair include: (i) calling special meetings of the Board; (ii) presiding at all meetings of the Board and shareholders; (iii) in consultation with the Vice Chairman of the Board, determining the agenda, schedule and meeting materials for meetings of the Board in consultation with the Vice Chair of the Board; (iv) guiding Board discussions and facilitating discussions between the Board and the Company’s management; (v) interacting with the Company’s analysts, investors, employees and other key constituencies; and (vi) keeping the Vice ChairmanChair informed, and consulting with the Vice Chairman,Chair as to material internal and external discussions the Chairman has, and material developments the Chairman learns, about the Company and the Board.regarding CSX.

The ChairmanChair of the Board is assisted by a Vice Chairman.Chair. The duties of the Vice ChairmanChair include: (i) providing input on the agenda, schedules and meeting materials for meetings of the Board; (ii) assisting in guiding Board discussions and facilitating communication between the Board and the Company’s management; (iii) interacting with the Company’s analysts, investors, employees and other key constituencies; (iv) performing the duties of ChairmanBoard Chair in the absence or at the request of the Chairman;Board Chair; and (v) keeping the ChairmanBoard Chair informed, and consulting with the Chairman,Board Chair, as to material internal and external discussions the Vice ChairmanChair has, and material developments the Vice ChairmanChair learns about the Company and the Board.

The Board has sixfive standing committees: the Audit Committee, the Compensation and Talent Management Committee, the Executive Committee, the Finance Committee, and the Governance Committee and the Public AffairsSustainability Committee. Each of these committees has a written charter approved by the Board, a copy of which can be found on the Company’s website athttp://investors.csx.comunder the heading “Corporate“Environmental, Social and Governance.” As of the Record Date, the composition of the committees of the Board was as follows:

	DirectorAudit Committee		AuditMeetings in 2021:9		CompensationIndependent Members:5/5
	Committee Members	ExecutiveDavid M. Moffett (Chair)	Finance	Governance	Public Affairs
Donna M. Alvarado	M	M				M
John B. Breaux			M		M	C
Pamela L. Carter			M	C	M
James M. Foote			C
Steven T. Halverson	M		C
Paul C. Hilal			M	M
John D. McPherson				M		M
DavidSuzanne M. Moffett	C		M	M
Linda H. Riefler	M	M				M
Vautrinot J. Steven Whisler	M			M
John J. Zillmer		M		M		C	M

22          CSX Corporation 2019 Proxy Statement

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Executive Committee0Meetings in 2018 The Executive Committee meets for the purpose of acting on behalf of the full Board between regularly scheduled meetings of the Board when time is of the essence. The Executive Committee has and may exercise all the authority of the Board, except as may be prohibited by Section 13.1-689 of the Virginia Stock Corporation Act, as it may from time to time be amended. Pursuant to the Executive Committee charter, a notice of a meeting of the Executive Committee is required to be provided to all Board members. The Executive Committee has seven members, consisting of the CEO, Chairman of the Board, Vice Chairman and the chairs of each of the five other standing committees.	Committee Chair James M. Foote Committee Members John B. Breaux Pamela L. Carter Steven T. Halverson Paul C. Hilal David M. Moffett John J. Zillmer
	Independent Members

Audit Committee8 Meetings in 2018 The primary functions of the Audit Committee include oversight of: (i) the integrity of the Company’s financial statements and accounting methodology; (ii) the Company’s compliance with legal and regulatory requirements; (iii) the Independent Registered Public Accounting Firm’s qualifications and independence; (iv) the Company’s risk management processes; (v) the performance of the Independent Registered Public Accounting Firm; and (vi) the Company’s internal audit function. The Audit Committee recommends the appointment of the Independent Registered Public Accounting Firm and the Board approves the selection. This appointment is then submitted to shareholders for ratification. The Audit Committee also approves compensation of the Company’s Independent Registered Public Accounting Firm, reviews the scope and methodology of the Independent Registered Public Accounting Firm’s proposed audits, reviews the Company’s financial statements and monitors the Company’s internal control over financial reporting by, among other things, discussing certain aspects thereof with the Independent Registered Public Accounting Firm and management. The Audit Committee is responsible for the approval of all services performed by the Independent Registered Public Accounting Firm. Finally, the Committee maintains procedures for the receipt and treatment of complaints regarding the Company’s accounting, internal accounting controls or auditing matters. As part of its risk management responsibilities, the Committee oversees cybersecurity risks. The Audit Committee has five members, each of whom the Board, upon recommendation of the Governance Committee, has determined to be independent pursuant to the independence standards promulgated by Nasdaq The primary functions of the Audit Committee include oversight of: (i) the integrity of the Company’s financial statements and accounting methodology; (ii) the Company’s compliance with legal and regulatory requirements; (iii) the Independent Registered Public Accounting Firm’s qualifications, independence and performance; (iv) the Company’s risk management processes; and (v) the Company’s internal audit function. The Audit Committee recommends the appointment of the Independent Registered Public Accounting Firm and the Board approves the selection. This appointment is then submitted to shareholders for ratification. The Audit Committee also approves compensation of the Company’s Independent Registered Public Accounting Firm, reviews the scope and methodology of the proposed audits, reviews the Company’s financial statements and monitors the Company’s internal control over financial reporting. The Audit Committee is responsible for the approval of all services performed by the Independent Registered Public Accounting Firm. The Audit Committee maintains procedures for the receipt and treatment of complaints regarding the Company’s accounting, internal accounting controls or auditing matters. As part of its risk management responsibilities, the Audit Committee oversees cybersecurity risks. The Audit Committee has five members, each of whom the Board, upon recommendation of the Governance and Sustainability Committee, has determined to be independent pursuant to the independence standards promulgated by NASDAQ and the SEC. The Board has determined that all members of the Audit Committee are financially literate and Messrs. Moffett and Whisler are financially literate and Messrs. Moffett and Whisler have been designated as audit committee financial experts, as that term is defined by SEC rules and regulations. Please refer to the Report of the Audit Committee below for additional information. 24 Table of Contents ITEM 1: ELECTION OF DIRECTORS Compensation and Talent Management Committee Meetings in 2021:8 Independent Members: 5/5 Committee Members Steven T. Halverson (Chair) Donna M. Alvarado Linda H. Riefler James L. Wainscott John J. Zillmer The primary functions of the Compensation and Talent Management Committee are to: (i) establish the Company’s philosophy with respect to executive compensation and benefits; (ii) review the Company’s compensation practices and policies, benefit plans and perquisites applicable to all employees and executives to ensure consistency with the Company’s compensation philosophy; (iii) monitor the Company’s benefit plans, practices, programs and policies maintained for employees and directors for compliance with all applicable laws; (iv) in consultation with the Board, review and approve corporate goals and objectives relevant to compensation and benefits for the CEO, evaluate the CEO’s performance in light of those goals and objectives, and as directed by the Board, set the level of compensation of the CEO based on such evaluation; and (v) review the Compensation Discussion and Analysis (“CD&A”) section of this Proxy Statement and, as appropriate, recommend to the Board for approval the inclusion of the CD&A section in the Company’s Annual Report on Form 10-K and Proxy Statement. The Compensation and Talent Management Committee also is responsible for the oversight of human capital management including review of the Company’s leadership development, performance management and talent acquisition programs. In addition, the Compensation and Talent Management Committee has oversight responsibilities with respect to the Company’s plans and processes for promoting diversity, pay equity and inclusion. The Compensation and Talent Management Committee has also retained the services of an independent compensation consultant to advise on executive compensation matters. The role of the compensation consultant is described in the CD&A section of this Proxy Statement. The Compensation and Talent Management Committee has five members each of whom qualifies as: (i) a “non-employee director” within the meaning of Rule 16b-3 of Securities and Exchange Act of 1934; and (ii) independent pursuant to the independence standards promulgated by NASDAQ. Finance Committee Chair Meetings in 2021: 5 Independent Members:5/5 Committee Members J. Steven Whisler (Chair) Thomas P. Bostick Paul C. Hilal David M. Moffett James L. Wainscott The primary functions of the Finance Committee include: (i) providing general oversight with respect to the Company’s capital structure, cash flows and key financial ratios; (ii) reviewing and monitoring corporate debt, cash flow; (iii) recommending policies and practices related to dividends and share repurchase programs, and (iv) authorizing the issuance of debt or other securities, or other forms of financing; and (v) reviewing the assets and liabilities maintained by the Company and its affiliates in conjunction with employee benefit plans, including monitoring the funding and investment policies and performances of the assets. The Finance Committee has five members each of whom the Board has determined to be independent under the applicable NASDAQ rules. The Finance Committee may, under its charter, delegate all or a portion of its duties and responsibilities to a subcommittee of the Committee as appropriate and consistent with applicable regulations, laws and listing standards. 2022 Proxy Statement 25 Table of Contents ITEM 1: ELECTION OF DIRECTORS Governance and Sustainability Committee Meetings in 2021: 6 Independent Members:5/5 Committee Members Linda H. Riefler (Chair) Thomas P. Bostick Paul C. Hilal Suzanne M. Vautrinot John J. Zillmer The Governance and Sustainability Committee’s primary responsibilities include: (i) identifying individuals qualified to become Board members, consistent with criteria approved by the Board, and recommending candidates for election to the Board and its committees, (ii) evaluating the performance and effectiveness of the Board, (iii) recommending changes in Board size, composition and committee structure; and (iv) overseeing the CEO and senior management succession planning process. The Governance and Sustainability Committee is also responsible for reviewing the Company’s sustainability policies, strategies and programs, and sustainability performance and reporting, including an annual review of the Company’s Environmental, Social and Governance Report. In addition, the Governance and Sustainability Committee is also responsible for oversight of the Corporation’s political giving policy and community affairs activities, including the corporate philanthropy policy. The Governance and Sustainability Committee has five members each of whom the Board has determined to be independent under the applicable NASDAQ rules. Executive Committee Meetings in 2021: 0 Independent Members:6/7 Committee Members DonnaJames M. AlvaradoFoote (Chair) Steven T. Halverson Paul C. Hilal David M. Moffett Linda H. Riefler J. Steven Whisler John J. Zillmer Independent Members   WWW.CSX.COM          23 TableThe Executive Committee meets for the purpose of Contents Item 1: Electionacting on behalf of Directorsthe full Board between regularly scheduled meetings of the Board when time is of the essence. The Executive Committee has and may exercise all the authority of the Board, except as may be prohibited by Section 13.1-689 of the Virginia Stock Corporation Act, as it may from time to time be amended. Pursuant to the Executive Committee charter, a notice of a meeting of the Executive Committee is required to be provided to all Board members. The Executive Committee has seven members, consisting of the CEO, Chair of the Board, Vice Chair of the Board and the chairs of each of the four other standing committees. Compensation Committee8 Meetings in 2018 The primary functions of the Compensation Committee are to: (i) establish the Company’s philosophy with respect to executive compensation and benefits; (ii) review the Company’s compensation practices and policies, benefit plans and perquisites applicable to all employees and executives to ensure consistency with the Company’s compensation philosophy; (iii) monitor the Company’s benefit plans, practices, programs and policies maintained for employees and directors for compliance with all applicable laws; (iv) in consultation with the Board, review and approve corporate goals and objectives relevant to compensation and benefits for the CEO, and evaluate the CEO’s performance in light of those goals and objectives, and as directed by the Board, set the level of compensation of the CEO based on such evaluation; (v) review and recommend approval of management compensation and Company compensation plans, including benefits for key employees as determined by the Committee from time to time; and (vi) review the Compensation Discussion and Analysis (“CD&A”) section of this Proxy Statement and, as appropriate, recommend to the Board for approval the inclusion of the CD&A section in the Company’s Annual Report on Form 10-K and Proxy Statement. In addition, the Compensation Committee monitors the administration of certain executive and management compensation and benefit programs. The Compensation Committee may, under its charter, delegate all or a portion of its duties and responsibilities to a subcommittee thereof as appropriate and consistent with applicable regulations, laws and exchange listing standards. The Compensation Committee has also retained the services of an independent compensation consultant to advise on executive compensation matters. The role of the compensation consultant in determining or recommending the amount or form of executive compensation is described in the Compensation Discussion and Analysis section of this Proxy Statement. The Compensation Committee has four members each of whom qualifies as: (i) a “non-employee director” within the meaning of Rule 16b-3 of Securities and Exchange Act of 1934; (ii) independent pursuant to the independence standards promulgated by Nasdaq; and (iii) an “outside director” under Section 162(m) of the Code. No member of the Compensation Committee was an officer or employee of CSX during 2018. No member of the Compensation Committee is a former officer of CSX. During 2018, none of our executive officers served as a member of a board of directors or compensation committee of any entity that has one of more executive officers who serve on our Board of Directors or the Compensation Committee. Committee Chair Steven T. Halverson Committee Members Donna M. Alvarado Linda H. Riefler John J. Zillmer Independent Members Finance Committee6 Meetings in 2018 The Finance Committee provides general oversight and review of financial matters affecting the Company, including the monitoring of corporate debt, cash flow and the assets and liabilities maintained by the Company and its affiliates in conjunction with employee benefit plans, including monitoring the funding and investment policies and performances of the assets. In addition, the Committee reviews and recommends policies and practices related to dividends and share repurchase programs. Committee Chair Pamela L. Carter Committee Members Paul C. Hilal John D. McPherson David M. Moffett J. Steven Whisler Independent Members 24          CSX Corporation 2019 Proxy Statement Table of Contents Item 1: Election of Directors Governance Committee7Meetings in 2018 The Governance Committee identifies individuals qualified to become Board members and recommends candidates for election to the Board. In identifying and recommending director nominees, the Governance Committee uses criteria established by the Board with respect to qualifications for nominations to the Board and for continued membership on the Board. Additionally, the Committee reviews and makes recommendations to the Board regarding director independence. In considering potential director candidates, the Committee considers whether the individual has demonstrated leadership ability, integrity, values and judgment. The Governance Committee seeks to maintain a Board with a broad diversity of experience in business matters and the ability to assess and evaluate the role and policies of the Company in the face of changing economic conditions, regulatory environment and customer expectations. The Governance Committee generally identifies nominees for directors through its director succession planning process. The Committee will also consider persons recommended by shareholders of the Company in selecting director nominees. Potential nominees suggested by shareholders will be evaluated by the Committee on the same basis as individuals identified directly by the Committee or from other sources. For more information on the director nominees, see Item 1: Election of Directors. The Governance Committee has three members each of whom the Board has determined to be independent under the applicable Nasdaq rules. The Committee develops, recommends and monitors corporate governance principles and conducts regular evaluations of director performance and of the effectiveness of the Board as a working group. In addition, the Committee reviews and recommends changes to the Board regarding committee structure and director compensation. Committee Chair John J. Zillmer Committee Members John B. Breaux Pamela L. Carter Independent Members     Public Affairs Committee5Meetings in 2018 The Public Affairs Committee reviews significant legal, legislative and regulatory initiatives and rulemaking by federal, state, local and foreign government authorities, as well as other public issues of significance that affect the Company and its shareholders. The Committee also reviews key issues, assumptions, risks and opportunities that relate to the development and implementation of the Company’s operations and safety initiatives. Additionally, the Committee provides oversight of the Company’s compliance with legal requirements and internal policies relating to equal employment, diversity in the workplace, employee safety and environmental protection. 26 Committee Chair John B. Breaux Committee Members Donna M. Alvarado John D. McPherson Linda H. Riefler John J. Zillmer Independent Members WWW.CSX.COM          25 Table of Contents ItemITEM 1: Election of DirectorsELECTION OF DIRECTORS ANNUAL EVALUATION OF BOARD PERFORMANCE The Board believes annual performance reviews are essential for ensuring overall effectiveness, including fulfilment of its oversight responsibilities, strategic planning and communications. For 2018, the Board evaluation process was initiated through detailed questionnaires. Individual director performance is then discussed with committee chairs or the ChairmanMeetings of the Board as appropriate. Summaries of the committee-specific feedback are provided to the relevant committee chairs, which are then reviewed with the Chairman of the Board. The Governance Committee reviews the evaluations and recommendations. Each standing committee also conducted an evaluation of its own performance. MEETINGS OF THE BOARD AND EXECUTIVE SESSIONSExecutive Sessions During 2018,2021, there were 7eight meetings of the Board. Each of the directors then servingdirector nominees attended at least 75%95% of the meetings of the Board and the committees on which he or she served. The non-employee directors met alone in executive session at each regular Board meeting. These executive sessions were chairedled by the ChairmanChair of the Board. In accordance with the CSX Corporate Governance Guidelines, the independent directors (when different than non-management directors) meet in executive session at least once a year. While the Company does not have a formal policy regarding director attendance at annual shareholder meetings, the Company strongly encourages directors to attend absent an emergency. All but one director attended the 2018 Annual Meeting. DIRECTOR COMPENSATIONDirector Compensation The Board periodically but at least once every three years, reviews and sets the compensation for the non-employee directors based on the recommendation of the Governance and Sustainability Committee. Director compensation includes both cash and stock-based components. In recommending the amount and form of director compensation, the Committee considers, among other factors, peer benchmarking data and the level of compensation necessary to attract and retain qualified, independent directors. Elements of Director Compensation The following charts show director cash and equity compensation for fiscal year 2018.2021. Annual Retainer Cash Equity(1) Cash       Equity(1) Base Retainer           $ 100,000           $ 150,000 $ 122,500   $ 172,500 (1) Annual grant of CSX common stock in the amount of $150,000$172,500 granted on February 10, 2021, with the number of shares based on the average closing price of CSX common stock in the months of November 2017,2020, December 20172020 and January 2018. Effective for 2019, the cash and equity base retainer for non-management directors has been increased to $112,500 and $162,500, respectively. 2021. Incremental Amount Above Annual Retainer Chairman of the Board      $ 250,000 Audit Committee Chair(2) $ 20,000 Audit Committee Member $ 5,000 Compensation Committee Chair $ 20,000 Finance Committee Chair $ 10,000 Public Affairs Committee Chair $ 10,000 Governance Committee Chair $ 15,000 (2) The incremental retainer for the Audit Committee Chair has been increased to $25,000 for 2019.   Incremental Amount Above Annual Retainer       Non-Executive Chair of the Board   $ 250,000       Audit Committee Chair   $ 25,000   Audit Committee Member   $ 5,000   Compensation and Talent Management Committee Chair   $ 20,000   Finance Committee Chair   $ 20,000   Governance and Sustainability Committee Chair   $ 20,000 Each non-employee director was eligible to defer all or a portion of his or her director’s fees in 2018,2021, including cash and stockequity compensation, under the CSX Directors’ Deferred Compensation Plan (the “Directors’ Plan”). Cash deferrals are credited to an unfunded account and invested in various investment choices or deferred as shares of CSX common stock. The investment choices parallel the investment options offered to employees under CSX’s 401(k) plan. StockEquity deferrals are automatically held as outstanding shares in a trust, with dividends credited in the form of additional shares. 26          CSX Corporation 2019 Proxy Statement Table of Contents Item 1: Election of Directors Matching Gift Program and Other Benefits Non-management directors may participate in the CSX Directors’ Matching Gift Program, which is considered an important part of CSX’s philanthropy and community involvement. CSX will match director contributions to organizations that qualify for support under Company guidelines, up to a maximum annual CSX contribution of $50,000 per non-employee director per year. During 2018, six2021, nine philanthropic organizations in areas served by the Company collectively received $230,000$155,000 under the Directors’ Matching Gift Program. Non-employee directors also are eligible to receive other compensation and benefits as discussed below. The CEO does not receive compensation for his services as a director. 2022 Proxy Statement 27 Table of Contents ITEM 1: ELECTION OF DIRECTORS 2018 DIRECTORS’ COMPENSATION TABLE2021 Directors’ Compensation Table The following table summarizes the compensation of each of the non-employee directors in 2018.2021. Name Fees Earned or Paid in Cash(1) ($) Stock Awards(2),(3),(4) ($) All Other Compensation(6) ($) Total ($)      Fees Earned or Paid in Cash(1) ($)      Stock Awards(2) ($)      All Other Compensation(3) ($)      Total ($) Donna M. Alvarado       $ 105,000      $ 145,191           $ 1,391 $ 251,582   127,500   168,424   0   295,924 John B. Breaux $ 110,000 $ 145,191 $ 31,391 $ 286,582 Pamela L. Carter $ 110,000 $ 145,191 $ 1,391 $ 256,582 Thomas P. Bostick   122,500   168,424   0   290,924 Steven T. Halverson $ 105,000 $ 145,191 $ 51,391 $ 301,582   147,500   168,424   50,000   365,924 Paul C. Hilal $ 100,000 $ 145,191 $ 1,391 $ 246,582   122,500   168,424   10,000   300,924 Edward J. Kelly, III $ 100,000 $ 387,158 $ 51,391 $ 538,549 John D. McPherson $ 100,000 $ 145,191 $ 1,391 $ 246,582   49,471   168,424   9,677   227,572 David M. Moffett $ 120,000 $ 145,191 $ 51,391 $ 316,582   147,500   168,424   0   315,924 Dennis H. Reilley $ 120,000 $ 145,191 $ 1,391 $ 266,582 Linda H. Riefler $ 105,000 $ 145,191 $ 1,391 $ 251,582   142,500   168,424   0   310,924 Suzanne M. Vautrinot   127,500   168,424   20,000   315,924 James L. Wainscott   122,500   168,424   50,000   340,924 J. Steven Whisler $ 105,000 $ 145,191 $ 51,391 $ 301,582   147,500   168,424   25,000   340,924 John J. Zillmer $ 120,000 $ 145,191 $ 1,391 $ 266,582   122,500   412,506   0   535,006 (1) Fees Earned or Paid in Cash– Includes a cash retainer of $100,000$122,500 and any Committee Chair or Audit Committee fees earned in 2018.2021. Mr. MoffettWhisler elected to defer 100% of his cash retainer and fees in the form of cash into the Directors’ Plan. Messrs. Breaux and Whisler elected to defer 100% of their cash retainers and fees in the form of CSX stock into the Directors’ Plan. (2) Stock Awards – Amounts disclosed in this column are based on the February 7, 201810, 2021 grant date fair value of the annual stock grant to directors calculated in accordance with Financial Accounting Standards Board Accounting Standards Codification Topic 718 (“FASB ASC Topic 718”). The number of shares isgranted was based on an award of $150,000$172,500 divided by the average closing price of CSX common stock in the months of November 2017,2020, December 20172020 and January 2018.2021, which was $30.11 on a post-split basis. All such stock awards to directors vested immediately upon grant. (3) Stock Awards – Mr. Kelly’sZillmer’s amount also includes a Non-Executive ChairmanChair of the Board stock grant based on the February 7, 201810, 2021 grant date fair value calculated in accordance with FASB ASC Topic 718. The number of shares is based on an award of $250,000 divided by the average closing price of CSX common stock in the months of November 2017,2020, December 20172020 and January 2018.2021. This stock award vested immediately upon grant. (4)(3) Option Awards – There were no stock options granted to non-employee directors in 2018. (5) All Other Compensation – Includes excess liability insurance, Company match under the Directors’ Matching Gift Program and Company contributions under the Directors’ Charitable Gift Plan. The only perquisiteperquisites to exceed $10,000 for any director waswere: (i) the Company match under the Directors’ Matching Gift Program, which includes matches in the following amounts: $50,000 for each of Messrs. Halverson Kelly, Moffett and Wainscott, $25,000 for Mr. Whisler, and $30,000$20,000 for Senator Breaux. Maj. Gen. (ret.) Vautrinot. Stock Ownership Guidelines The Board has adopted Stock Ownership Guidelines to better align the interests of non-employee directors with the interests of shareholders. Within five years of election to the Board, a non-employee director is expected to acquire and hold an amount of CSX common stock equal in value to five times the amount of such non-employee director’s annual cash retainer. If the annual cash retainer increases, the non-employee directors will have five years from the time of the increase to acquire any additional shares needed to satisfy the guidelines. All non-employee directors who have served on the Board for five or more years since their election held a sufficient number of shares to satisfy these guidelines. Further information on the Stock Ownership Guidelines is available on CSX’s website athttp://investors.csx.comunder the heading “Corporate“Environmental, Social and Governance.” WWW.CSX.COM          27 28 Table of Contents Item 2: Ratification of Independent Registered Public Accounting Firm The Audit Committee is directly responsible for the appointment, retention, compensation and oversight of the Independent Registered Public Accounting Firm retained to audit the Company’s financial statements. Pursuant to this responsibility, the Audit Committee engages in a comprehensive annual evaluation of the Independent Registered Public Accounting Firm’s qualifications, performance and independence. When considering the Independent Registered Public Accounting Firm’s independence, the Audit Committee specifically considers non-audit fees and services. Additionally, the Audit Committee periodically considers whether there should be a rotation of the Independent Registered Public Accounting Firm. Furthermore, in conjunction with the mandated rotation of the Independent Registered Public Accounting Firm’s lead engagement partner, the Audit Committee and its chair were directly involved in the selection of the Independent Registered Public Accounting Firm’s lead engagement partner. The Audit Committee has selected and appointed Ernst & Young LLP (“EY”) as the Company’s Independent Registered Public Accounting Firm to audit and report on CSX’s financial statements for the fiscal year ending December 31, 2019.2022. EY or its predecessors have continuously served as the Company’s Independent Registered Public Accounting Firm since 1981. The Audit Committee and the Board believe that the continued retention of EY as the Company’s Independent Registered Public Accounting Firm is in the best interests of the Company and its shareholders. Action by shareholders is not required by law in the appointment of the Independent Registered Public Accounting Firm. If shareholders do not ratify this appointment, however, the appointment will be reconsidered by the Audit Committee and the Board. Even if the selection is ratified, the Audit Committee in its discretion may appoint a different, independent Registered Public Accounting Firm at any time during the fiscal year if it is determined that such a change would be in the best interest of CSX and its shareholders. EY has no direct or indirect financial interest in CSX or in any of its subsidiaries, nor has it had any connection with CSX or any of its subsidiaries in the capacity of promoter, underwriter, voting trustee, director, officer or employee. Representatives of EY will be present atparticipate in the Company’s Annual Meeting and will be afforded an opportunity to make a statement if they desire to do so. It is also is expected they will be available to respond to appropriate questions. The Board unanimously recommends that the shareholders vote FOR this proposal. 28          CSX Corporation 2019 Proxy Statement The Board unanimously recommends that the shareholders vote FOR this proposal. 2022 Proxy Statement      29 Table of Contents ItemITEM 2: Ratification ofRATIFICATION OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM Fees Paid to Independent Registered Public Accounting Firm FEES PAID TO INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM EY served as the Independent Registered Public Accounting Firm for the Company in 2018.2021. The Audit Committee was responsible for the audit fee negotiations associated with the retention of EY. Fees paid to EY were as follows: 2017 2018 Audit Fees: Includes fees associated with the integrated audit, testing internal controls over financial reporting (SOX 404), the reviews of the Company’s quarterly reports on Form 10-Q, statutory audits and other attestation services related to regulatory filings. $     3,063,000 $     3,030,000 Audit Related Fees: Includes audits of employee benefit plans and subsidiary audits. $ 159,000 $ 162,000 Tax Fees: Includes fees for tax compliance and tax advice and planning. $ 136,000 $ — All Other Fees: Includes fees for advisory services for non-audit projects. The Audit Committee has concluded that the services covered under the caption “All Other Fees” are compatible with maintaining EY’s independent status. $ 76,000 $ 2,000         2020          2021 Audit Fees: $ 2,918,000   $ 2,695,000 Includes fees associated with the integrated audit, testing internal controls over financial reporting (SOX 404), the reviews of the Company’s quarterly reports on Form 10-Q, statutory audits and other attestation services related to regulatory filings.           Audit Related Fees: $ 225,000   $ 230,000 Includes audits of employee benefit plans and subsidiary audits.           Tax Fees: $ —   $ — Includes fees for tax compliance and tax advice and planning.           All Other Fees: $ 380,000   $ — Includes fees for advisory services for non-audit projects. The Audit Committee has concluded that the services covered under the caption “All Other Fees” are compatible with maintaining EY’s independent status.           PRE-APPROVAL POLICIES AND PROCEDURESPre-Approval Policies and Procedures The Audit Committee is responsible for the approval of all services performed by EY. The ChairmanChair of the Audit Committee has the authority to approve all engagements that will cost less than $250,000 and, in such cases, will report any pre-approvals to the full Audit Committee for ratification at its next scheduled meeting. All engagements expected to cost $250,000 or more require pre-approval of the full Audit Committee. In addition, it is Company policy that tax and other non-audit services should not equal or exceed base audit fees plus fees for audit-related services. In 20172020 and 2018,2021, all services performed by EY were pre-approved. WWW.CSX.COM          29 30 Table of Contents Report of the Audit Committee The Audit Committee of the CSX Board of Directors (the “Audit Committee”) oversees the Company’s accounting and financial reporting processprocesses on behalf of the Board. The Audit Committee assists the Board with oversight of: (i) the integrity of the Company’s financial statements and accounting methods, (ii) the Company’s internal controls over financial reporting; (iii) the Company’s enterprise risk management process; (iv) the Company’s compliance with legal and regulatory requirements; (v) the independent auditors’ qualifications, independence and performance; and (vi) the performance of the Company’s internal audit function. Management has the primary responsibility for the financial statements, for establishing and maintaining effective internal control over financial reporting and for assessing the effectiveness of internal control over financial reporting. In fulfilling its oversight responsibilities, the Audit Committee reviewed and discussed with management the audited financial statements, including a discussion of the quality of the accounting principles, the reasonableness of significant judgments and the clarity of disclosures in the financial statements. During 2018,2021, the Audit Committee was comprised solely of independent directors as defined by NasdaqNASDAQ listing standards and Rule 10A-3 of the Securities Exchange Act of 1934. The members of the Audit Committee in 2018,2021, together with appointment dates and meeting attendance, isare set forth below: Members Committee Member Since Attendance at Full Full Committee Meetings Meetings During 20182021 David M. Moffett, ChairmanChair May 2015 8/8 9/9 Donna M. Alvarado August 2006 8/8 9/9 Steven T. Halverson August 2006 7/8May 2009 9/9 Linda H. RieflerSuzanne M. Vautrinot March 2017 8/8December 2019 9/9 J. Steven Whisler May 2011 6/8 9/9 The meetings of the Audit Committee are designed to facilitate and encourage communication among the Audit Committee, the Company, the Company’s internal audit function and the Company’s independent registered public accounting firm.Independent Registered Public Accounting Firm. The Audit Committee discussed with the Company’s internal auditors and independent registered public accounting firmIndependent Registered Public Accounting Firm the overall scope and plans for their respective audits. The Audit Committee meets with the internal auditors and the independent registered public accounting firm,Independent Registered Public Accounting Firm, with and without management present, to discuss the results of their examinations, their evaluations of the Company’s internal controls over financial reporting and the overall quality of the Company’s financial reporting. Each year, the Audit Committee evaluates the qualifications, performance and independence of the Company’s independent registered public accounting firm,Independent Registered Public Accounting Firm, and determines whether to re-engage the current independent registered public accounting firm.Independent Registered Public Accounting Firm. In doing so, the Audit Committee considers the quality and efficiency of the services provided by the independent registered public accounting firm,Independent Registered Public Accounting Firm, the capabilities of the independent registered public accounting firm,Independent Registered Public Accounting Firm, technical expertise and knowledge of the Company’s operations and industry. Based on this evaluation, the Audit Committee has retained EY as the Company’s independent registered public accounting firmIndependent Registered Public Accounting Firm for 2019.2022. Although the Audit Committee has the authority to appoint the independent registered public accounting firm,Independent Registered Public Accounting Firm, the Audit Committee intends to continue to recommend that the Board ask shareholders to ratify the appointment of the independent registered public accounting firmIndependent Registered Public Accounting Firm at the Annual Meeting. EY, the Company’s independent registered public accounting firmIndependent Registered Public Accounting Firm for 2018,2021, is responsible for expressing an opinion that: (i) the Company’s consolidated financial statements present fairly, in all material respects, the financial position, results of operations and cash flows in conformity with generally accepted accounting principles in the United States; and (ii) the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2018. 30          CSX Corporation 2019 Proxy Statement Table of Contents Report of the Audit Committee2021. In this context, the Audit Committee has: (i) reviewed and discussed with management, the audited financial statements for the year ended December 31, 2018;2021; (ii) discussed with EY, the matters required to be discussed by Auditing Standard No. 1301, “Communications with Audit Committees,” as adopted bythe applicable requirements of the Public Company Accounting Oversight Board (the “PCAOB”); and the SEC; (iii) discussed with EY Critical Audit Matters (CAMs) that arose during the year; 2022 Proxy Statement      31 Table of Contents REPORT OF THE AUDIT COMMITTEE (iv) received from EY, the written disclosures and the letter regarding auditors’ independence required by the applicable provisions of the PCAOB Ethics and Independence Rule 3526, “Communication with Audit Committees Concerning Independence” and discussed EY’s independence with them; and (iv) (v) reviewed and discussed with management and EY, the results of management’s assessment of the effectiveness of the Company’s internal control over financial reporting and EY’s audit of the Company’s internal control over financial reporting. Based on its review and on the discussions described above, the Audit Committee has recommended to the Board, and the Board has approved, that the audited financial statements be included in the 20182021 Annual Report.Report on Form 10-K for filing with the SEC. Members of the Audit CommitteeCommittee: David M. Moffett, Chair Donna M. Alvarado Steven T. Halverson Linda H. Riefler Suzanne M. Vautrinot J. Steven Whisler Jacksonville, Florida February 6, 201915, 2022 WWW.CSX.COM          31 32 Table of Contents Letter from the Compensation and Talent Management Committee Each year, the Compensation and Talent Management Committee (“Committee”) welcomes the opportunity to provide shareholders with critical insights into the Committee’s thought processes and deliberations with respect to its oversight of executive compensation and talent management. As a Committee, we take seriously our responsibility to help shape corporate culture and incent employee behaviors that drive Company performance and create long-term value for shareholders. ENVIRONMENTAL RESPONSIBILITY RailThe Company’s ongoing business transformation, which began in 2017, initially focused on improving operating performance, driving efficiencies and delivering industry leading customer service. While the Company remains focused on efficiency, safety and service, it is now executing on its strategies to drive profitable growth and deliver significant value for customers. In 2021, these efforts included the most environmentally friendly wayCompany’s acquisition of Quality Carriers, Inc., the largest provider of bulk liquid chemicals truck transportation in North America. In addition, the Company continued to move goods over land, and CSX is working to lessenwork through the environmental impact of its operations. CSX continues to advance fuel efficiency by investing in a variety of technologies and operational strategies including Trip Optimizer, idle reduction technologies, distributed power, and trailing unit shutdown. Additionally, CSX has an active engine retrofit program in which it rebuilds or remanufactures older locomotives to current emissions standards to improve the overall efficiency and elevate the average tier levelregulatory process for approval of the fleet. In 2017, CSX’s fuel efficiency improvedacquisition of Pan Am Systems, Inc., which was announced in late 2020. These acquisitions are expected to an all-time record –open new markets and provide complementary service offerings to customers. More details about these acquisitions are included in the company moves a ton of freight, on average, 488 miles on a single gallon of fuel. CSX can move a ton of freight488 miles on a single gallon of fuel. CSX also invests in its infrastructure and facilities to improve energy efficiency and reduce local greenhouse gas emissions. Over the last five years, the Company has improved the efficiency of intermodal facilities – resulting in smaller paved footprints, less parking spots, far fewer diesel utility trucks, and more efficient electric cranes. CSX also continues to make progress toward achieving its stated 2020 environmental goals. 2020 ENVIRONMENTAL GOALS Reduce GHG emissions intensity by6 to 8 percent Reduce quantityof waterconsumed Reduce hazardous waste generator statusby 25 percent Continue to elevatesustainable standards of construction Increase energy blend to10 percent renewable sources Improve the qualityof effluent water Decrease asphalt, concrete and brick to landfillto zero Encourage employees totake sustainableactionsin their everyday jobs, such as conserving energy, reducing waste and identifying efficiencies COMMUNITY INVESTMENT CSX’s giving and volunteer programs extend the Company’s service culture deeper into the communities across its 23-state network. CSX also supports communities through monetary and in-kind donations to nonprofit organizations, and by working with select service partners to help us extend our impact. CSX employees can also take advantage of volunteer service opportunities to support their choice of nonprofit organizations. 32          CSX Corporation 2019 Proxy Statement Table of Contents This Compensation Discussion and Analysis (“CD&A”) describesbelow. The Committee believes the principlesCompany is well-positioned for growth and we are excited about the opportunities that lie ahead for CSX. Consistent with the Company’s goal of being the best run railroad in North America, CSX continues to evolve its strategy and leadership position around sustainable business operations. Environmental, social and governance (“ESG”) efforts at CSX are not only reflective of responsible corporate stewardship, they are embedded within and integral to the Company’s growth strategy. Environmental Advantages of Rail Railroads offer a unique opportunity within the freight transportation sector to reduce carbon emissions, as trains are the most efficient, environmentally friendly mode of transportation by land. On average, freight railroads are three to four times more fuel efficient than trucks and produce 75% fewer greenhouse gas (“GHG”) emissions. As such, CSX expects sustainability to be even more important to the Company’s long-term business strategy going forward, offering substantial benefits for all stakeholders and a significant competitive advantage over trucks. In addition to reducing CSX’s carbon footprint, these environmental advantages provide the Company with a strategic opportunity to convert truck traffic to rail and help customers significantly reduce their GHG emissions. We are extremely proud of the leadership the Company has shown and continues to demonstrate in this area. In 2020, CSX became the first railroad in the United States to align with the Science Based Targets initiative, setting a goal to reduce GHG emissions intensity by 37.3% by 2030, using 2014 as a baseline. The Company’s executive compensation programs, how those principles are appliedefforts have been recognized by multiple environmental groups and howbusiness publications. Among these recognitions, for the Company’s compensation programs are designed11th straight year, CSX was included in the Dow Jones Sustainability Index, as the sole U.S. railroad to receive this recognition. Furthermore, CDP, a global environmental non-profit organization, named CSX to its “A List” for climate leadership in 2021, and Forbes included CSX as the only transportation company of any kind on its “Green Growth 50” list. Human Capital Management The Committee continues to focus on initiatives to drive executive performancea cultural transformation at CSX that inspires employee engagement and create sustainable long-term shareholder value. This CD&A focuses onexcellence. The Company has adopted the compensationterm “One-CSX” to describe a culture that emphasizes cooperative innovation and the value of the Named Executive Officers (“NEOs”) aseach individual’s contributions to achieving shared objectives. Expanded learning and development opportunities, growth of December 31, 2018, who are listed below. Name Title James M. Foote President and Chief Executive Officer (“CEO”) Frank A. Lonegro Executive Vice President and Chief Financial Officer (“CFO”) Edmond L. Harris Executive Vice President – Operations, CSX Transportation, Inc. Mark K. Wallace Executive Vice President – Sales and Marketing Nathan D. Goldman Executive Vice President, Chief Legal Officer and Corporate Secretary EXECUTIVE OVERVIEW 2018 Business Highlights Building on the introductionemployee-led business resource groups and implementation of the scheduled railroading operating model in 2017, CSX delivered transformative performance improvement and operating efficiency in 2018. Under the first full year of leadership of President and CEO James M. Foote, the Company continued to drive efficiencies under the new operating model to achieve record operating performance and financial results. In 2018, the Company implemented an organizational realignment of the operating departments, which focused on network simplification while intensifying safety efforts. In addition, the leadership team met with customers and investors to: (i) provide further details on the new operating model, includinga social justice action plan all have strengthened the Company’s commitment to providingvaluing and developing employees. While the Company has made great strides to date, the Committee remains focused on supporting initiatives to build an industry-leading service product; (ii) communicate changes taking place;even more diverse, engaged and (iii) build confidencemotivated workforce that will continue to deliver sustainable returns for shareholders. While One-CSX applies to the entire corporate culture, safety improvement represents a significant early success of the initiative. The “put people first” emphasis has included fundamental shifts in CSX’s approach to its CSX safety culture, resulting in reforms to Operational Testing policies, with the involvement of labor organizations that have contributed to a more cooperative environment. Sharing a common understanding of safety rules and expectations, frontline leaders and union-covered employees can work together to identify risks and strategies for avoiding workplace hazards, injuries and accidents. The cultural transformation is evident in the model’s potentialCompany’s safety performance. CSX had no employee fatalities in 2021, achieved the lowest Federal Railroad Administration (“FRA”) reportable injury rate among Class 1 peers in two of the past three years, and recorded new lows for long-term success.accident costs over the past three years. 2022 Proxy Statement      33 Table of Contents LETTER FROM THE COMPENSATION AND TALENT MANAGEMENT COMMITTEE Hiring for Growth CSX continues to deliver valuetransform its business and advance critical strategic objectives, despite significant challenges created by the novel coronavirus pandemic, including supply chain disruption and a tight labor market. Given these challenges, the Committee recognizes the critical importance of winning the competition for the small number of successful railroaders with scheduled railroading expertise. CSX has responded aggressively to shareholdersfill the Company’s hiring pipeline for frontline railroaders. Recruiting for a wide range of positions, including train crews and mechanical and engineering department employees, the Company has expanded training capacity, offered referral bonuses to current employees and increased pay for new conductors in training. These efforts resulted in the Company hiring and retaining nearly three times as many conductors in 2021 as in the previous two years combined. In addition, ensuring that we have a competitive, performance-based compensation structure is the key to retaining what we believe is a best-in-class management and operating team. This will be especially important as the Company advances its One-CSX culture and continues to grow, whether that be through a balanced approachstrategic acquisitions or innovative new service products. Focus on Sustainable Growth The Committee is focused on designing and implementing compensation programs that advance the Company’s strategy to deployingdrive long-term sustainable growth. From year-to-year, the Committee’s ability to set appropriate and challenging performance goals is impacted by market and economic volatility, including impacts from the pandemic, global trade and supply chain dynamics, the geopolitical environment and overall visibility for short and long-term forecasts. Each year, the Committee reviews short and long-term incentive plan design to ensure alignment with the Company’s business strategy, key financial objectives, shareholder interests and environmental stewardship. For both 2021 and 2022, the Committee designed the annual incentive program, which applies to all management employees, to align with the Company’s business strategies. In addition to operating income, operating ratio and initiative-based revenue growth, we included sustainability goals related to safety and fuel efficiency. With respect to the long-term incentive plans (“LTIP”), in 2021, the Committee began to shift its focus from efficiency measures to growth-oriented measures. More specifically, for the 2021 – 2023 LTIP, the Committee utilized average annual operating income growth rate percentage and free cash that includesflow on an equally weighted basis, as the performance measures for the performance units. The average annual operating income growth rate percentage measure aligns with the Company’s objective of profitable growth. For the 2022 – 2024 LTIP, the Committee approved the use of CSX cash earnings (“CCE”) and average annual operating income growth rate on an equally weighted basis, as the performance measures for the performance units. The transition to CCE is designed to measure whether returns on new investments exceed an expected rate of return and to encourage investments in growth projects. Based on back-testing of historical data, CCE has shown a high correlation to stock price appreciation. We look forward to this year’s Annual Meeting and continued engagement with shareholders. You may provide feedback to the business and distributionsCommittee by sending correspondence to shareholders. In 2018, CSX returned approximately $5.4 billion to its shareholders in the form of dividends and share repurchases. In 2018, the Company also invested approximately $1.75 billion to further enhance safety, service, capacity and flexibility of its network. In January 2019, the Company announced a new $5 billion share repurchase program. As a resultCorporation, Office of the scheduled railroading operating modelCorporate Secretary, 500 Water Street, C160, Jacksonville, Florida 32202. 34 Table of Contents Report of the Compensation and Talent Management Committee The Compensation and Talent Management Committee has reviewed and discussed the renewed focusCompensation Discussion and Analysis with management. Based on driving a safe, efficientits review of the disclosures, the Compensation and customer-focused railroad,Talent Management Committee recommended to the full Board that the Compensation Discussion and Analysis be included in this Proxy Statement. Steven T. Halverson Donna M. Alvarado Linda H. Riefler James L Wainscott John J. Zillmer Chair March 22, 2022 2022 Proxy Statement      35 Table of Contents Compensation Discussion and Analysis Key Business Highlights for 2021 In 2021, despite ongoing disruption caused by COVID-19 and its variants, the Company was able to generate record productivityearnings of $1.68 per share, a 40% increase from 2020, and profits. Key 2018 business highlights included: Operating Income    Operating Ratio    Productivity Gains    Fully-Diluted EPS    Total Shareholder Return    Capital Returned to Shareholders $4.87B 60.3% $365M $3.84 14.5% $5.4B WWW.CSX.COM          33 Tablea Company-record operating ratio of Contents Compensation Discussion55.3%. While supply chain impediments and Analysiscrew availability continued to present operating challenges, the Company remained focused throughout the year on adding the resources necessary to provide a high level of customer service, creating value for shareholders and setting the course for future growth. In 2021, the Company hired more than 1,000 conductors, which will improve network fluidity and allow us to drive additional customer service improvements. $5.59B 55.3% $1.68 26% $3.725B Operating Income Operating Ratio Fully-Diluted EPS Total Shareholder Return Capital Returned to Shareholders Despite the supply chain challenges and their impacts on freight volumes in 2021, improved network planning and operational execution contributed to increased fuel efficiency, greater network fluidity and fewer crew starts. These efficiencies enabled the Company to generate $3.833 billion of free cash flow to support dividend payments to shareholders, stock repurchases and investment in the CSX rail infrastructure. The Scheduled Railroading Operating Model Based on five foundational principles —Company’s capital expenditures of approximately $1.8 billion for the year demonstrated a commitment to maintaining a safe, world-class rail network that is positioned for growth. This investment in infrastructure along with increased operating safely, optimizingefficiencies and improved asset utilization controlling costs, improving customer service,have provided the Company with a substantial capacity reserve to accommodate higher volumes as economic conditions improve and valuinghighway-to-rail conversions increase. Note: Results prior to 2018 restated for pension accounting change. 2017 reflects non-GAAP reported results, which excluded the impact of tax reform and developing employees — scheduled railroading drives efficiency by streamliningrestructuring charges. Growth Initiatives In 2021, CSX continued to execute on its growth strategy, including the advancement of regulatory procedures necessary to finalize the proposed acquisition of Pan Am Systems, Inc. (“Pan Am”), which was announced in late 2020. Pan Am owns and operates a highly integrated, nearly 1,200-mile rail network and simplifying the operating plan. The fundamental difference between traditional railroading and scheduled railroading is that the former focuses on meeting train schedules, whereas scheduled railroading requires CSX to develophas a trip plan for each rail car and focuses on moving customers’ freight as efficiently as possible by eliminating unnecessary handlings. As a result, the operations team has significantly reduced the number of car handlings that previously slowed the movement of cars across the network and impaired timely service to customers. Much of this was accomplished through a reductionjoint interest in the numbermore than 600-mile Pan Am Southern system. This acquisition, if approved, will expand CSX’s reach in Connecticut, New York and Massachusetts while adding Vermont, New Hampshire and Maine to the Company’s existing network. On February 25, 2021, the Company began the process of hump classification yards that process carsseeking approval from inbound trains and build outbound trains. At the beginning of the scheduled railroading transformation, CSX had twelve hump yards on the network; today it has five. Scheduled railroading drives efficiency through improved use of assets, withSurface Transportation Board (“STB”), which can take up to a focus on reducing the time that locomotives and rail cars are not moving freight. As such,year or more. While this transaction requires regulatory approval, the Company has removedgarnered significant support among key stakeholders. 36 Table of Contents COMPENSATION DISCUSSION AND ANALYSIS In May 2021, CSX announced the acquisition of Quality Carriers, Inc. (“Quality Carriers”), the largest provider of bulk liquid chemicals truck transportation in North America. Through a network of over 100 company-owned, and affiliate terminals and facilities in key locations throughout the United States, Canada and Mexico, Quality Carriers provides transportation services to many of the leading chemical producers and shippers in North America. This transaction, which closed on July 1, 2021, enables CSX to extend the reach of its network and gain access to new products, markets, and regions through a unique and competitive multimodal solution that leverages the reach of truck transportation with the cost and environmental advantage of rail-based services. As such, CSX is now able to provide more comprehensive transportation services to customers throughout various supply chains. Environmental Advantages of Rail At CSX, we recognize rail plays an integral role in keeping our customers’ businesses and the broader economy moving across North America. As the most fuel-efficient mode of land-based freight transportation, railroads like CSX also have a tremendous responsibility to lead by example in how we address climate change – both in terms of our own operations and our broader engagement. On average, freight railroads are three to four times more fuel efficient than 1,000 locomotives (approximately 25%) from active servicetrucks and reduced its numberproduce 75% fewer GHG emissions. As such, sustainability at CSX continues to be an important component of locomotive shops from tenthe Company’s long-term business strategy going forward. CSX helped our customers avoid CO2 emissions equivalent to: 1.9M 2.3M Homes’ Electricity Use for One Year Passenger Vehicles Driven for One Year CSX remains dedicated to five. In addition,advancing innovative solutions and progressive action in our operations to reduce our impact on the environment, while working closely with customers and stakeholders in support of the transition to a low-carbon economy. As detailed in the chart below, the Company has taken more than 22,000 rail cars (approximately 16%) outcontinued to improve its fuel efficiency reducing the Company’s carbon footprint while providing a compelling opportunity for customers moving freight via truck to reduce their GHG emissions by transitioning to rail. To continue the focus on improved fuel efficiency and reduced carbon emissions, the Company has incorporated a fuel efficiency measure in its 2021 and 2022 annual incentive compensation plans, as described below under 2021 Short-Term Incentive Compensation. Objectives of the system, which enhances efficiencies and reduces maintenance costs. Organizational efficiency is a hallmark of scheduled railroading. For example, over the past year, the network’s previous nine dispatching offices have been consolidated into one dispatching center in Jacksonville, Florida. While scheduled railroading recognizes that some functions are handled more effectively in a centralized location, another primary tenant of the model is that decision-making is more efficient when it takes place as close as possible to where the work is performed. A major organizational realignment in 2018 created East and West operating territories, each with two operating regions that oversee all three primary operating functions — transportation, mechanical and engineering. In addition, administrative support employees were assigned and relocated to the regions, where they work closely with teams in the field and quickly address local priorities. Another example involved the consolidation of customer service functions, including shipment tracking, problem resolution and transactional systems, into the sales and marketing organization to eliminate redundancies and create a more positive customer experience. These changes have improved customer service and resulted in a more efficient, engaged and productive workforce. Delivering ResultsCSX’s Executive Compensation Program The efficiencies achieved through the scheduled railroading operating model and improved business practices across the organization have resulted in significantly stronger performance and financial results. Throughout the year, the Company demonstrated that enhanced asset utilization improves service and lowers costs. The simplified network and operating plan contributed to historic lows in average rail car dwell time (the amount of time cars spend in terminals versus moving toward their destinations) and record highs in average train velocity. For 2018, the average dwell time improved 15% to 9.6 hours and velocity improved 19% to 17.9 m.p.h. The correlation between improved efficiency and better service was also reflected in a 26% reduction in locomotive failures despite the closure of half of the railroad’s locomotive shops. As a result of the scheduled railroading operating model, the Company offers a service product that provides capacity to accommodate customers’ growth, while offering better supply chain solutions and a more reliable, higher value-added solution for customers’ transportation requirements. We are initiating more frequent, transparent communication with customers about service solutions and enhancements. For example, the CSX Customer Engagement Forum is a meeting hosted with select customers and CSX executives to understand customer perspectives on our service and how CSX can leverage the performance improvements of scheduled railroading to add value to their businesses. 34          CSX Corporation 2019 Proxy Statement Table of Contents Compensation Discussion and Analysis The CSX leadership team devoted significant attention and resources to improving the Company’s safety performance in 2018. A new chief safety officer was added to the leadership team, and a comprehensive safety assessment was performed by an external safety consultant. The Company adopted a program of safety enhancements that included a renewed focus on operating rules compliance and a revised discipline policy that places greater emphasis on education and training. With a continued focus on operating and safety performance, CSX delivered record financial results in 2018. The Company reduced its operating ratio — the percentage of every revenue dollar that is used to cover operating expenses — to nearly 60%, eclipsing its 2018 goal. At the same time, revenue increased 7% for the year and operating income increased by 31% year-over-year. The revenue increase was driven in part by economic factors but also reflected improved service. The sales and marketing team pursued profitable new business opportunities based on the added value of a faster and more reliable service product. Aligned for Success The Company’s incentive pay programs were adjusted in 2018 to more closely align with the principles of the scheduled railroading for the purpose of driving improved performance and delivering value for shareholders. In addition, the changes were designed to motivate and engage employees through emphasis on factors over which they exercise more direct control thereby creating a stronger pay for performance environment. Led by a strong management focus and clearly defined operating model, CSX employees advanced the Company’s scheduled railroading vision throughout 2018, demonstrating to customers and shareholders the effectiveness of the model for achieving industry-leading levels of performance. EXECUTIVE COMPENSATION PRACTICES What are the primary objectives of the Company’s executive compensation programs? The primary objectives of the executive compensation programs are to: ●■ Drive businessEngage and financial performance.Inspire leaders to achieve or exceed short and long-term business goals and objectivesreward executives for extraordinary results that are straight-forward, relevant and applicable to achieving strong financial results.create shareholder value; ●■ Focus on long-term success.Mitigate inappropriate risk-taking and hold leaders accountable for long-term, sustainable business results that provide strong returns for shareholders. ● Align ownership interestsReinforce a pay-for-performance culture with shareholders.Require that a significant portion of the named executive officer’s (“NEO’s”) total compensation be performance-based equity to align the long-term interests of executives with those of the Company’s shareholders.at risk; and ●■ Implement short and long-term incentive compensation programs that have stretch targets that drive operational performance, financial results and sustainability. 2022 Proxy Statement Attract and retain high-performing talent.Use competitive compensation and benefits programs to attract and retain talented, engaged, high-performing executives with specific skill sets and relevant experience to continue to drive the business forward, create shareholder value and develop and motivate future leaders of CSX.37 The Compensation Committee (for the purposes of the CD&A, the “Committee”) believes that a strong and engaged executive leadership team is critical to driving Company and employee performance and delivering shareholder value. Accordingly, the Committee has designed executive compensation programs to motivate management to drive stronger performance and align compensation with the short-term and long-term success of the Company. When designing the Company’s executive compensation programs, the Committee considers shareholder input through the annual say-on-pay vote. WWW.CSX.COM          35 Table of Contents COMPENSATION DISCUSSION AND ANALYSIS Compensation Discussion and Analysis How do the Company’s Executive Compensation Programs AlignAlignment with Leading Governance Practices?Practices The Committee has established executive compensation programs that incorporate leading governance principles.practices. Highlighted below are executive compensation practices that drive performance and support strong corporate governance. CSX Executive Compensation Practices Include:      CSX Executive Compensation Practices Practices Do NOT Include / Allow: ✕Re-pricing of underwater options without shareholder approval ✕Excise tax gross ups ✕Dividends or dividend equivalents on unvested performance units ✕Recycling of shares withheld for taxes ✕Hedging or pledging of CSX common stock1 ✓Significant percentage of executive compensation that is performance-based ✓Performance measures that are highly correlated to shareholder value creation ✓Engagement of an independent compensation committee consultant to review compensation programs and provide an annual risk assessment ✓Significant share ownership requirements for Vice President-level executives and above and non-employee directors ✓Change  Double-trigger in change of control agreements require a double-trigger (i.e.for severance payouts (i.e., change of control plus termination) for severance purposes ✓Clawback provisions inpolicy applicable to all short and long-term incentive compensation plans ✓Inclusion of multiple  Multiple financial measures in short and long-term incentive compensation plans ✓Annual risk assessment of all compensation programs by an independent consultant ✓Use of payout caps on short-termshort and long-term incentives and performance units 1  The Mantle Ridge group   Re-pricing of entities, which are controlled by Mr. Hilal, pledgedunderwater options without shareholder approval   Excise tax gross ups   Recycling of shares withheld for taxes   Hedging or pledging of CSX common stock as collateral under a secured credit facility with a third-party lender prior to Mr. Hilal becoming a director at CSX. What is the role of theFactors Considered in Determining Executive Compensation Committee? The Committee oversees the development and approval of the Company’s executive compensation philosophy, strategy and design. The Committee strives to reward performance through compensation plans that appropriately motivate and engage employees and support shareholder value creation while taking into account independent market data and market-competitive practices. In developing performance targets for the short and long-term incentive plans, the Committee reviews, among other factors, the annual and three-year business plans and economic environment. In assessing performance of the NEOs to determine incentive compensation payouts, the Committee conducts a detailed review of business goals and associated results. In accordance with its charter, the Committee may delegate to (i) the CEO or other members of executive management, the authority to adopt, amend or terminate any of the Company’s plans, policies or programs, subject to the limitations set forth in the applicable plan, policy or program, (ii) the CEO or the senior human resource officer, acting in consultation with the CEO, the authority to review and approve grants of stock options, stock appreciation rights, restricted stock, performance shares and other stock-related incentives to employees of the Company other than the CEO and other Section 16 officers and (iii) a subcommittee of the Committee, all or a portion of the Committee’s duties and responsibilities, consistent with applicable regulations, laws and listing standards. What data does the Committee consider when determining executive compensation? The Committee annually evaluates competitive compensationmarket data for the NEOs, including base salary and short and long-term incentives with that of similar positions at peer railroads and general industry companies that are part of the comparator group. Forgroup for executive compensation purposes of evaluating targeted compensation amounts for the NEOs, the Committee reviews market data at the 25th, 50th and 75th percentiles of the comparator group.(the “Comparator Group”). The Committee considers the following factors, among others, in evaluating target compensation levels: ●■ Effectiveness in developing and implementing the Company’s business strategy to support operating and financial performance; ■ Contribution to the Company’s financial results; ●■ Effectiveness in leadingIndividual performance, criticality of the Company’s business strategy to implement the scheduled railroading operating model;role and experience; ● Performance compared to the specific goals, objectives and measures determined for CSX and for the individual executive at the beginning of the year; ●■ Contribution into creating a culture that aligns with transformational business goals and reinforces the CSX Code of Ethics, as well as communicating and reinforcing theCompany’s guiding principles of scheduled railroading;principles; and ●■ The nature, scope and level of the executive’s responsibilities internally relative to other executives and externally based on the comparator group;Comparator Group. In keeping with past practices, and in consultation with its independent compensation consultant, the Committee developed a customized comparator groupthe Comparator Group for 20182021, which was comprised of 1520 primarily U.S.-based companies and North American railroads (the “Comparator Group”) to help guide totalexecutive compensation decisions at CSX. The Committee annually assesses and approves the Comparator Group to ensure that it reflects market characteristics comparable to those of the Company, including revenue, assets, net income, market capitalization, number of employees, industry type and business complexity. In addition, the Committee reviews the degree of overlap with proxy advisory peer companies. As a result of its review, for 2018, the Committee approved the following Comparator Group with changes from the prior year. The Company believes the use of the Comparator Group allows for a nuanced analysis of various total compensation components.2021, organized by market capitalization and revenue. 36          CSX Corporation 2019 Proxy Statement 38 Table of Contents Compensation Discussion and Analysis COMPENSATION DISCUSSION AND ANALYSIS 20182021 COMPARATOR GROUP Air Products and Chemicals, Inc. Dominion Energy, Inc. Assets J.B. Hunt Transport Services, Inc. United Parcel Service, Inc. C.H. Robinson Worldwide, Inc. FedEx Corporation Norfolk Southern Corporation Waste Management, Inc. Canadian National Railway Company Illinois Tool Works Inc. PPG Industries, Inc. Canadian Paci c Railway Limited Ingersoll Rand Inc. Union Pacific Corporation Market Capitalization as of December 31, 2021 (in millions)   Revenue as of Fiscal Year-end 20182021 (in millions)                 (in millions) Market Capitalization as of December 31, 2018                              (in millions) What is the roleRole of the independent compensation consultant?Independent Compensation Consultant Pursuant to its charter, the Committee has sole authority to select, retain and terminate any consultant used to assist the Committee in fulfilling its duties. The Committee has retained an independent compensation consultant, Meridian Compensation Partners, LLC (the “Consultant”), to provide objective analysis and to assist in the developmentevaluation and evaluationdevelopment of the Company’s executive compensation programs. The Consultant reports directly to the Committee chair,Chair, and generally attends all meetings where the Committee evaluates the overall effectiveness of the executive compensation programs or where the Committee analyzes or approves executive compensation. The Consultant is paid on an hourly fee basis, with such hourly rates approved by the Committee annually. CONSULTANT’S ROLE AND RESPONSIBILITIES ■ Analyzing competitive practices, financial information, total shareholder return, and other performance data in relation to the Company’s executive compensation philosophy ■ Reviewing compensation governance practices, including an annual risk assessment related to the Company’s compensation plans ■ Reviewing performance targets and assessing performance against targets for the Company’s short and long-term incentive plans ■ Benchmarking executive and director compensation ■ Assessing compensation plan design in the context of the Company’s business goals, shareholder value creation, employee engagement, and market and governance practices ■ Providing regular updates to the Committee with respect to current trends and developments in legislative and regulatory activity, compensation program design and governance ■ Assisting in the development of the compensation and performance comparator groups each year ■ Consulting with the Committee Chair to plan and prioritize Committee agenda items The Committee reviews the performance and independence of the Consultant on an annual basis, at which time it decides whether to renew the Consultant’s annual engagement. Each year, the Committee considers all appropriate information relating to the independence of the Consultant and its professionals involved in the work performed for, and advice provided to, the Committee. In 2018,2021, the Committee determined that: (i) the relationships and work of the Consultant and its professionals did not present any conflict of interest; and (ii) the Consultant and its professionals arewere independent for the purpose of providing advice to the Committee with respect to matters relating to the compensation of the executives and non-employee directors of the Company. In 2018,addition, management has retained a separate consultant, Willis Towers Watson, which advises management (but not the Consultant’s dutiesCommittee) on market trends in executive compensation, provides ad hoc analysis and responsibilities included:recommendations, and reviews and comments on compensation proposals. ●2022 Proxy Statement Assisting in the development of a comparator group of companies for compensation comparison purposes; ● Analyzing competitive practices, financial information, stock price and other performance data; ● Reviewing compensation governance practices, including a risk assessment related to the Company’s compensation plans and practices; ● Assessing compensation plan design in the context of the Company’s business goals, shareholder impact and employee engagement; ● Reviewing performance targets and assessing performance against targets for the Company’s short and long-term incentive plans; ● Providing regular updates to the Committee with respect to current trends and developments in legislative and regulatory activity, compensation program design and governance; ● Consulting with the Committee chair to plan and prioritize Committee agenda items; and ● Providing the Committee with an annual independence letter.39 Table of Contents COMPENSATION DISCUSSION AND ANALYSIS How does the Compensation Committee evaluate risk in connection with executive compensation programs?Risk Evaluation and Mitigation The Committee believes appropriately structured compensation programs should take into consideration enterprise risks and discourage behavior that leads to inappropriate increases in the Company’s overall risk profile. Accordingly, the Committee and its Consultant regularly review the Company’s enterprise risks and executive compensation plan design to consider whether the plans motivate the appropriate behaviors and mitigate unnecessary or excessive risk-taking. WWW.CSX.COM          37 Table of Contents Compensation Discussion and Analysis Each year, the Committee reviews a risk assessment prepared by management and the Consultant that focuses on the structure, key features and risk mitigating factors included in the Company’s executive compensation programs. This risk assessment: ●■ Describes the process for establishing the Company’s executive compensation programs; ●■ Reviews potential risks and mitigating factors related to the Company’s executive compensation programs; ●■ Analyzes the relationship between the executive compensation programs and the Company’s enterprise risks identified through the Company’s businessenterprise risk mitigationmanagement process; and ●■ When appropriate, provides recommendations for potential enhancements to further mitigate compensation risks. The risk assessment, which includes a summary of all executive compensation programs and participation, helps the Committee evaluate: (i) the nature of the risks inherent in the Company’s executive compensation programs; and (ii) whether the Company has designed and implemented appropriate risk management processes that foster a culture of risk-awareness. In 2018,2021, this assessment led to a conclusion by management, with the help ofwhich was affirmed by the Consultant, that the Company’s executive compensation programs of the Company were appropriately designed to mitigate compensation risk. As a result, the Committee believes that any risks arising from its executive compensation policies and practices are not likely to have a material adverse effect on the Company. In addition, the following features of the Company’s executive compensation programs serve to mitigate excessive risk-taking: ●EXECUTIVE COMPENSATION PROGRAM FEATURES THAT SERVE TO MITIGATE RISK Total compensation ■ Compensation is appropriately balanced betweenbetween: (i) fixed and variable compensationcompensation; and (ii) short and long-term incentive plans; ● incentives ■ Significant weighting towards long-term incentive compensation discourages short-term risk-taking; ● Multiple long-termrisk-taking ■ Long-term incentive compensation vehiclesplans utilize performance units, non-qualified stock options and restricted stock units with overlapping vesting periods are used, including performance units, nonqualified stock options and/or restricted stock units (“RSUs”); ● for outstanding plan cycles ■ Performance measures for short and long-term incentive awards align withreinforce the Company’s scheduled railroading operating plan and other business goals; ● goals ■ Clawback provisions in short and long-term incentive plans require repayment of awards in certain circumstances; ●circumstances ■ Financial performance measures have a strong relevant correlation to long-term shareholder value creation; ● creation ■ Multiple financial performance measures in the short and long-term incentive plans provide a balanced approach; ● approach ■ Short and long-term incentive awards include maximum payout caps for NEOs on financial performance measures; ● ■ Internal controls over the measurement and calculation of performance measures protect data integrity; and ● integrity ■ Share ownership guidelines reinforce alignment of executive and shareholder interests.interests What areSay-on-Pay and Shareholder Engagement The annual say-on-pay vote provides the elementsCommittee with important shareholder feedback on the Company’s executive compensation programs. The Committee evaluates the results of the annual say-on-pay vote as it evaluates the structure of the executive compensation programs. In 2021, approximately 93% of the shares represented at the Annual Meeting were voted in favor of the say-on-pay proposal. During the year, CSX actively sought feedback from shareholders on executive compensation, corporate governance, sustainability and other matters to better understand what motivated their votes. These conversations help inform executive compensation plan design, as well as governance policies and disclosures. 40 Table of Contents COMPENSATION DISCUSSION AND ANALYSIS Elements of the Company’s 20182021 Executive Compensation Programs CSX provides competitive total compensation opportunities in line with similar Comparator Group companies with a focus on pay for performance. The Committee and the Board monitor compensation of the CEO and the other NEOs very closely. All compensation decisions for the CEO are made by the non-management members of the Board, and all compensation decisions for the other NEOs are made by the Committee. This rigorous review process is designed to ensure that executive compensation programs? reflects considerations based on market practice, internal equity and the business needs of CSX. The various componentsCommittee realizes that the CEO’s compensation is materially higher than the compensation for the other NEOs. Mr. Foote’s compensation is commensurate with his extensive experience as a high-performing rail industry executive, while certain other NEOs are much newer to their executive roles. Mr. Foote’s compensation is benchmarked with Comparator Group CEO’s, and is reflective of the Company’s compensation programs include base salary and short and long-term incentive compensation. The Company also provides retirement and other employee benefits, non-qualified deferred compensation plans and limited perquisites. The NEOs generally participate in the same benefit programsstrong performance during his tenure as all eligible employees.CEO. The Committee makes its decisions concerning the specific compensation elements and total compensation paid or awarded to the Company’s NEOs within the framework described herein. The objective is to provide total compensation opportunities that are competitive with those providedoffered by companies in the Comparator Group withand that appropriately incentivize individual performance. The actual paymentamount of incentive compensation paid is dependent upon both the achievement of both the Company performance goals and individual performance. The Committee bases its decisions on whetherreviews the performance and accomplishments of each award provides an appropriateNEO to ensure incentive for individual performance that ispayouts are consistent with the Company’s overall executive compensation program objectives. Pay Element Form Performance Objective Salary Cash Cash Based on assessment of individual experience, scope of responsibilities, individual performance, experience and long-term shareholder value creation Recruit, engage and retain talented high-performing leaders Short-Term Incentives Cash   Cash The Company’s performance measures for the cash2021 short-term incentive awards and weightings at target are: ●■Operating Income (50%(30%) ●■Operating Ratio (50%(30%) ■  Initiative-Based Revenue Growth (10%) ■  Safety (10%) ■  Fuel Efficiency (10%) ■  Trip Plan Compliance (10%) Individual performance is also considered for determining the final payout for the executive RewardMotivate and reward executives and eligible employees for driving performance within a one-year period Long-Term Incentives ●■Performance Units (60%(50%) ●■  Non-qualified Stock Options (40%(25%) ■  Restricted Stock Units (25%) The performance measures and weightings for the performance units issued as part of the 2021-2023 long- term incentive plan are: ●■  Average Annual Operating RatioIncome Growth Rate Percentage (50%) ●■Free Cash Flow (50%) ●Formulaic Performance units are subject to a formulaic linear Relative TSRTotal Shareholder Return modifier (upward or downward)of +/- 25% with 225%250% maximum Non-qualified Stock Options vest ratably over three years and only have value if the price of CSX’s common stock increases after grant Restricted stock units cliff vest three years from the grant date IncentMotivate and reward behaviorsexecutives to drive strategic initiatives that support strategic and business-aligned initiatives to drivecreate shareholder value over a three-year period The Company also provides retirement and other health and group benefits, non-qualified deferred compensation plans, and limited perquisites. The NEOs generally participate in the same benefit programs as all eligible management employees. 38          CSX Corporation 20192022 Proxy Statement 41 Table of Contents COMPENSATION DISCUSSION AND ANALYSIS 2021 Target Compensation Discussion and Analysis What is the 2018 target compensation mixMix for the CEO and other NEOs?Other NEOs The Company’s executive compensation philosophy requires that a substantial portion of total compensation be at-risk and consist of performance-based incentives that linkare linked to CSX’s financial and operating results. In addition, the Committee strives to strikeprovide an appropriate balance between short and long-term compensation. The mix between fixed and variable compensation and short-termshort and long-term compensation is designed to align the NEOs’ financial incentives with shareholder interests. In 2018, approximately 89%2021, 72% of the CEO’s targeted Total Direct Compensation and an average of 82% of the other NEOs’ targeted Total Direct Compensation was performance-based and at-risk. The at-risk componenttarget compensation mix for each of executive compensation means that if the Company did not meet or exceedNEOs is shown below. Mr. Wallace tragically passed away in November 2021, but is included as an NEO for SEC disclosure purposes since he would have been one of the pre-established threshold performance levels, the executive would not receive a payout under the applicable short or long-term incentive plan. For 2018, the Company enhanced the mix of long-term incentive compensation for the executive team to be more strongly focused on performance, with long-term incentive compensation comprised of 60% Performance Units and 40% stock options. The chart below illustrates the amount of target Total Direct Compensation, including compensation that is at-risk, for the CEO and the other NEOs. Actual percentages of realized compensation may vary in a givennext three most highly compensated executives had he remained employed through year depending on the payouts under the incentive compensation programs and the Company’s stock price performance.end. 2018 CEO TARGET COMPENSATION MIX 2018 NEO TARGET COMPENSATION MIXJames M. Foote (EXCLUDING CEO)President and Chief Executive Officer Age 68 Tenure 4.4 years Responsibilities Mr. Foote has served as President and Chief Executive Officer since December 2017. He joined CSX in October 2017, as Executive Vice President and Chief Operating Officer, with responsibility for both operations and sales and marketing. Mr. Foote has more than 40 years of railroad industry experience. Prior to joining CSX, he was President and Chief Executive Officer of Bright Rail Energy. Before heading Bright Rail, he was Executive Vice President, Sales and Marketing with Canadian National Railway Company. At Canadian National, Mr. Foote also served as Vice President – Investor Relations and Vice President Sales and Marketing – Merchandise. 2021 ACCOMPLISHMENTS n Advanced CSX’s long-term strategy through acquisitions, key growth initiatives, customer transactions and federal and state partnerships. n Progressed the One-CSX culture for all employees while leading the organization through a dynamic and challenging environment that included severe supply chain issues, labor shortages and an evolving political and social landscape. n Led the organization through safety efforts that resulted in zero fatalities. n Launched social justice and racial equity partnership with City Year called “10,000 Steps Towards Social Justice”, engaging employees in key communities across the rail network. n Ensured business continuity through hiring efforts that resulted in a 700% increase in conductor hires. 2021 TARGET COMPENSATION Base Salary: $ 1,500,000 Target Annual Bonus: $ 2,625,000 Target Long-Term Incentives: $ 12,500,000 Target Total Direct Compensation: $ 16,625,000 50% of 2021 LTI was performance-based     42 Table of Contents COMPENSATION DISCUSSION AND ANALYSIS Sean R. Pelkey Executive Vice President and Chief Financial Officer Age 42 Tenure 16 years Responsibilities In June, 2021, Mr. Pelkey was named Vice President and Acting Chief Financial Officer. In January 2022, Mr. Pelkey was promoted to Executive Vice President and Chief Financial Officer. In this role, he is responsible for all financial aspects of the Company’s business including financial and economic analysis, accounting, tax, treasury, real estate and purchasing activities. Mr. Pelkey has more than 16 years of experience in finance, investor relations and financial planning. Since joining CSX in 2005, he has held a variety of finance management roles, including Vice President - Finance, Assistant Vice President of Capital Markets, as well as several director and managerial roles in investor relations, financial planning and IT finance. 2021 ACCOMPLISHMENTS n Added almost $200 million in value to the Company through various initiatives across all departments. n Assisted intermodal operations by identifying and acquiring container yards and negotiating contracts for variable storage off property. n Supported the diligence and closing process for the acquisition of Quality Carriers. n Realized over $500 million for real estate sales, including the multi-year Virginia transaction. 2021 TARGET COMPENSATION Base Salary: $ 516,000 Target Annual Bonus: $ 361,200 Target Long-Term Incentives: $ 342,261 Target Total Direct Compensation: $ 1,219,461 50% of 2021 LTI was performance-based     2022 Proxy Statement 43 Table of Contents COMPENSATION DISCUSSION AND ANALYSIS Kevin S. Boone Executive Vice President – Sales & Marketing Age 45 Tenure 4.5 years Responsibilities Mr. Boone has served as Executive Vice President – Sales and Marketing since June 2021. In this role, he is responsible for developing and implementing the Company’s commercial strategy. Mr. Boone previously served as Executive Vice President and Chief Financial Officer from October 2019 until June 2021. Mr. Boone has more than 20 years of experience in finance, accounting, mergers and acquisitions, and transportation performance analysis. He joined CSX in September 2017, as Vice President of Corporate Affairs and Chief Investor Relations Officer, and was later named Vice President - Marketing and Strategy leading research and data analysis to advance growth strategies for CSX. 2021 ACCOMPLISHMENTS n Led Sales & Marketing team that delivered $900 million in line haul revenue growth versus 2020, despite supply side constraints. n Increased TRANSFLO footprint by creating new terminal in Atlanta and establishing a franchise model in West Virginia. n Led efforts to help East Coast ports reduce congestion at their terminals. n Provided key leadership in the integration of Quality Carriers and partnered to secure incremental intermodal and chemical multi-modal volumes. 2021 TARGET COMPENSATION Base Salary: $ 700,000 Target Annual Bonus: $ 700,000 Target Long-Term Incentives: $ 3,000,000 Target Total Direct Compensation: $ 4,400,000 50% of 2021 LTI was performance-based     44 Table of Contents2018 BASE SALARY COMPENSATION DISCUSSION AND ANALYSIS Jamie J. Boychuk Executive Vice President – Operations Age 44 Tenure 4.8 years Responsibilities Mr. Boychuk has served as CSX Transportation, Inc.’s (“CSXT’s”) Executive Vice President – Operations since October 2019. In this role, he is responsible for transportation, mechanical, engineering and network operations. Since joining CSXT in 2017, he has held the positions of Senior Vice President of Network Engineering, Mechanical and Intermodal Operations; Vice President of Scheduled Railroading; and Assistant Vice President of Transportation Support. Mr. Boychuk previously worked at Canadian National Railway, where he served for 20 years in various operational roles of increasing responsibility. 2021 ACCOMPLISHMENTS n Led the Operations team that achieved improvements in train accident safety and the third best year of train velocity in CSX history. n Responded to economic recovery and volume resurgence with subsequent increase in locomotive fleet and corresponding headcount increases. n Worked with key public stakeholders towards an Amtrak Gulf Coast service solution. n Led Intermodal team that opened 13 additional container yards to adapt to global supply chain challenges helping keep terminals fluid while generating supplemental revenue. n Improved public safety by closing 79 at-grade crossings and eight grade separated structures. 2021 TARGET COMPENSATION Base Salary: $ 700,000 Target Annual Bonus: $ 700,000 Target Long-Term Incentives: $ 3,000,000 Target Total Direct Compensation: $ 4,400,000 50% of 2021 LTI was performance-based     2022 Proxy Statement 45 Table of Contents COMPENSATION DISCUSSION AND ANALYSIS Nathan D. Goldman Executive Vice President – Chief Legal Officer and Corporate Secretary Age 64 Tenure 18.7 years Responsibilities Mr. Goldman has served as Executive Vice President – Chief Legal Officer and Corporate Secretary of CSX since November 2017. In this role, he directs the Company’s legal affairs, government relations, risk management, public safety, environmental, corporate communications and internal audit functions. Mr. Goldman has previously served as Vice President of Risk Compliance and General Counsel and has overseen work in compliance, risk management and safety programs. 2021 ACCOMPLISHMENTS n Supported key strategic growth initiatives (such as the acquisition of Quality Carriers and the proposed acquisition of Pan Am Systems, Inc.) with strategic communications and regulatory compliance. n Leveraged advanced data analytics to increase effectiveness and efficiency of audits, investigations and SOX testing. n Achieved 1,000+ days injury free in CSX Police Department for first time in Company history. n Successfully petitioned STB to consider adoption of an acceptable small shipper dispute resolution process. 2021 TARGET COMPENSATION Base Salary: $ 550,000 Target Annual Bonus: $ 495,000 Target Long-Term Incentives: $ 2,200,000 Target Total Direct Compensation: $ 3,245,000 50% of 2021 LTI was performance-based     46 Table of Contents COMPENSATION DISCUSSION AND ANALYSIS Diana B. Sorfleet Executive Vice President and Chief Administrative Officer Age 57 Tenure 10.7 years Responsibilities Ms. Sorfleet has served as Executive Vice President and Chief Administrative Officer since July 2018. In this role, she is responsible for information technology, human resources, labor relations, people systems and analytics, medical, total rewards and aviation. She joined the Company in 2011, and has previously served as Chief Human Resources Officer. Prior to joining CSX, she served as vice president for diversity and development at Exelon, one of the nation’s leading competitive energy providers. 2021 ACCOMPLISHMENTS n Drove productivity, efficiency, safety and customer service through technology solutions that included new ShipCSX tools, and autonomous inspection analytics. n Completed multiple security assessments to baseline the Company’s security posture and reduce risk. n Advanced culture change initiatives in support of CSX’s business strategy and supported launch of social justice and racial equity partnerships. n Expanded employee hiring, training and development opportunities to support business results. Hiring included over 1,000 conductors in 2021. 2021 TARGET COMPENSATION Base Salary: $ 550,000 Target Annual Bonus: $ 495,000 Target Long-Term Incentives: $ 2,200,000 Target Total Direct Compensation: $ 3,245,000 50% of 2021 LTI was performance-based     2022 Proxy Statement 47 Table of Contents COMPENSATION DISCUSSION AND ANALYSIS How is base salary determined?2021 Base Salary The Committee determines a base salary for each executiveNEO annually based on its assessment of the individual’s experience, scope of responsibilities, individual performance, and long-term shareholder value creation.experience. The Committee also considers salary data for similar positions within the Comparator Group. After considering this information and in light of the economic environment, the Committee made the following adjustments for certain NEOs. Base salary may represent a larger or smaller percentage of total compensation ifactually paid, depending on whether actual Company and individual performance under the short and long-term incentive plans discussed belowherein fall short of or exceed pre-establishedthe applicable performance targets. In 2021, the Committee reviewed the annual compensation of the Company’s NEOs and approved, or recommended Board approval for the CEO, changes to base salaries that considered market data, individual performance, overall responsibilities, internal equity and functional experience. For Mr. Foote, the Committee recommended, and the Board approved, an increase to his annual base salary to $1,500,000. The Committee approved increases to the base salaries for Mr. Boone, Executive Vice President – Sales and Marketing (EVP - CFO at the time of approval), Mr. Boychuk, Executive Vice President – Operations, Mr. Goldman, Executive Vice President – Chief Legal Officer and Corporate Secretary, Ms. Sorfleet, Executive Vice President and Chief Administrative Officer, and Mr. Pelkey, Executive Vice President and Chief Financial Officer (Vice President and Acting Chief Financial Officer at the time of approval). The new base salaries were as follows: Messrs. Boone and Boychuk – $700,000; and Mr. Goldman and Ms. Sorfleet - $550,000. These adjustments were effective as of January 1, 2021. In June 2021, the Committee approved a base salary for Mr. Pelkey of $516,000 in connection with his promotion to Vice President and Acting Chief Financial Officer. 2018 SHORT-TERM INCENTIVE COMPENSATION2021 Short-Term Incentive Compensation The Company’s 2018Goal Setting Process for 2021 MICP In January 2021, the Committee established the goals and measures under the 2021 Management Incentive Compensation Plan (the “2018“2021 MICP”) and developed a performance structure to drive business results and create value for shareholders. The 2021 MICP was designed to deliver results that improve safety, enhance customer service and grow revenue while optimizing assets and controlling costs. In addition to the safety goals, the Committee included an ESG-focused measure related to fuel efficiency, which can help the Company and customers reduce carbon emissions. The 2021 MICP was structured to reward executives and eligible employees for driving Company performance over a one-year period. As discussed earlier in the CD&A, the Committee annually reviewsEach NEO was provided an incentive opportunity based on the goals and measures used to drive business results and create value for shareholders. Each NEO has an incentive opportunityestablished by the Committee expressed as a percentage of base salary earned during the year (“Target Incentive Opportunity”). In 2018,2021, the Target Incentive Opportunity level for Mr. Foote was 125%175% of his base salary, and the Target Incentive Opportunity level100% of base salary for Messrs. Lonegro, Harris,Boone, Boychuk and Wallace, and Goldman was 90% of base salary.salary for Ms. Sorfleet and Mr. Goldman, and 70% for Mr. Pelkey. WWW.CSX.COM          39 Table of Contents2021 MICP Performance Measures Compensation Discussion and Analysis What wereIn January 2021, the Committee approved the performance measures for the 2018 MICP?2021 MICP, which included financial performance measures, safety improvement, operational and ESG-related targets. These measures have proven to be critical drivers of CSX’s business success. In an effort to enhance focus on sustainable growth, the Committee approved weightings for each of the performance measures as set forth below. Operating Income Directly tied to Operating Ratio targets and gauges the general health of the core business – quantifying our profitability. Operating Ratio A key indicator of the Company’s efficiency, this measure helps us maintain focus on maximizing the value of our service product, as well as ensuring that our processes are safe and cost efficient, which are main themes of our guiding principles. Safety FRA Personal Injury and Train Accident rates underscore the critical importance of intensifying our focus on injury and accident prevention. Trip Plan Compliance Trip Plan Compliance is a measure of successfully executing the trip plan for freight cars (including lntermodal) based on commitments to our customers. Fuel Efficiency Fuel Efficiency measures our fuel productivity using gallons of fuel divided by gross ton miles. Initiative-based Revenue Growth Initiative-based Revenue Growth measures our ability to gain new business. 48 Table of Contents COMPENSATION DISCUSSION AND ANALYSIS To determine the payout under the MICP, the Committee assesses the Company’s performance against each of the performance goals for the year. In 2018, the financial goals for the 2018 MICP continued to focus on operating efficiency. The specificThese Company performance goals were operating income and operating ratio. Operating income is used to gauge the general health and profitability of the core business, while operating ratio indicates the efficiency of the Company’s operations. The operating income and operating ratio performance goalsmeasures can each result in a payment between 0% and 100% of the NEO’s Target Incentive Opportunity, and each is weighted 50% of the potential total payout. Therefore, the actual payout can range between 0% and 200% of the NEO’s Target Incentive Opportunity. However, a threshold performance level mustIn addition, upward or downward payout adjustments may be achievedmade based on either measure to receive a payout.individual performance. As shown in theSummary Compensation Table, the actual 20182021 MICP payouts were paid in cash and reflect the Company’s financial performance and individual NEOoperational performance. Operating Ratio = Operating Expenses Operating Revenues Operating Income = Operating Revenue less Operating Expenses 20182021 MICP Targets and Potential Payout Percentages Operating Income (100% maximum payout) Threshold (10% payout) Target (50% payout) Maximum (100% payout) $3.850 billion $4.035 billion $4.190 billion   Operating Ratio (100% maximum payout)1 Threshold (10% payout) Target (50% payout) Maximum (100% payout) 66.3% 64.8% 63.5% In light of the continuing economic uncertainties and widespread supply chain challenges that existed in January 2021, when the plan was adopted, the Committee approved annual incentive targets with a wider range than recent years. The 2021 MICP was designed to continue to build on the Company’s strong customer service levels, to create new business opportunities and drive revenue growth. The Committee believes that sustained improvements in operating efficiencies and the focus on growth will continue to play a critical role in the continued creation of shareholder value. The specific threshold, target and maximum payout goals and applicable weighting for each performance measure is set forth below. Performance Measure1   Weighting     Threshold1   Target   Maximum Financial Goals – 60% Operating Income   30%   $ 3,800M       $ 4,540M       $ 4,830M Operating Ratio2   30%     61.5%     58.8%     57.2% Initiative-based Revenue Growth   10%   $ 150M   $ 200M   $ 275M Operational and ESG Goals – 30% (Customer Service, Environment & Growth) Trip Plan Compliance   10%     80%     82.5%     85% Fuel Efficiency   10%     1.03     0.98     0.95 FRA Personal Injury Rate   5%     0.99     0.90     0.85 FRA Train Accident Rate   5%     2.65     2.40     2.35 Total Payout Opportunity         2.5% - 50%1     100%     200% 1 Performance measure payouts are independent and could result in a threshold payout range from 2.5% to 50%. 2 The 20182021 MICP includedallowed a formulaic adjustment to the operating ratio performance goal by a pre-determined amount if the average cost of highway diesel fuel was outside the range of $2.65$2.25 to $3.15$2.75 per gallon. This adjustment is designed to account for the potential impact that volatile fuel prices have on expenses and operating ratio. Based on anBecause the 2021 average price per gallon ofwas $3.28 for highway diesel fuel, which was outside the top end of $3.19 during 2018, the range, the operating ratio goals were adjusted as follows: threshold of 62.1%, target of 59.4% and maximum targets were 66.4%, 64.9%, and 63.6%, respectively. of 57.8%. What wasThe Committee believes that the payout undermeasures for the 2018 MICP? The operating income target for 2018 was set at $4.035 billion and the operating ratio target was set at 64.9% (adjusted for actual average price of highway diesel fuel) based on2021 MICP were directly aligned with the Company’s business plan.strategic short-term goals, were directly impacted by executive leadership actions, supported our long-term strategy, helped deliver shareholder value and ensured retention of critical talent. For 2018,2021, the Company achieved above-targetabove-maximum operating income of $4.869$5.594 billion and an above-targetabove-maximum operating ratio of 60.3%55.3%. Operating incomeFRA Personal Injuries were slightly below target at 0.92, while FRA Train Accidents fell below threshold at 2.90. For the Operational and operating ratioESG goals, the Company achieved: 76.5% trip plan compliance, which was below threshold; fuel efficiency of 0.960, which was just below maximum; and $341 million of initiative-based revenue growth, which was well ahead of maximum. As such, the Company’s performance on each of these goals for 2021, resulted in a 200% payout of 160% of target incentive opportunities, as both measures exceeded their maximum targets of $4.190 billion and 63.6%, respectively.opportunities. 1 At the time the 2018 MICP was approved by the Committee, a provision was made for the adjustment of the operating ratio performance goals by a pre-determined amount if the cost of highway diesel fuel was outside the range of $2.65 - $3.15 per gallon. Similar to how management assessesevaluates the performance of all eligible employees, the Committee annually assesses the individual performance of each NEO and determines payout amounts, which were capped at the maximum Company payout of 200%250% of target for 2018. The2021. Based on the 2021 accomplishments for each NEO as described above, the Committee approved a 160% annual incentive payout for each of the NEOs other than Mr. Foote. For Mr. Foote, the Committee recommended, and the Board approved, a 200% annual incentive payout, for all of the NEOs and suchwhich included a 25% upward adjustment based on individual performance. These payouts wereare reflected in the “Non-Equity Incentive Plan Compensation” column of theSummary Compensation Table.Table. 40          CSX Corporation 2019 Proxy Statement 2022 Proxy Statement     49 Table of Contents COMPENSATION DISCUSSION AND ANALYSIS 2022 MICP Design The 2022 MICP design continues to emphasize safety, operating income and operating ratio, as well as operational and ESG-focused performance measures, including trip plan compliance (a customer service measure), fuel efficiency and initiative-based revenue growth. These measures are designed to enhance focus on items that employees have the ability to directly influence, align to shareholder expectations, and support the One-CSX strategy. The goal of the One-CSX strategy is to promote a culture that positions the Company to be an employer of choice to attract and retain the best talent and assure that every employee understands and delivers on strategic priorities. Long-Term Incentive Compensation The Company’s long-term incentive compensation program is intended to: ■ Engage and reward employees for extraordinary results that will maximize shareholder value; ■ Reinforce a pay-for-performance culture with a significant portion of total compensation at risk; and ■ Align NEO interests with those of shareholders with a focus on generating sustainable performance over a multi-year period. These goals are accomplished by providing equity-based incentives focused on financial performance measures that: (i) have a historically high correlation to shareholder returns; (ii) are within management’s direct control; and (iii) encourage long-term commitment to delivering shareholder value. Long-term incentives have been granted under the shareholder-approved 2010 CSX Stock and Incentive Award Plan (the “2010 Stock Plan”) and 2019 Stock and Incentive Award Plan (the “2019 Stock Plan” and together with the 2010 Stock Plan, the “Stock Plans”). The Stock Plans allow for different types of equity-based awards and provide flexibility in compensation design to attract, retain and engage high-performing executives. The Committee determines the mix of equity vehicles annually to ensure alignment with market practice, motivate appropriate long-term, results-driven behaviors, and align Company and NEO performance with shareholder interests and drive value creation. Elements of Long-Term Incentive Compensation A significant portion of the NEOs’ target compensation is comprised of the Long-Term Incentive Plan (“LTIP”) awards. Each year, the Committee, as part of its annual review process, determines a market competitive long-term incentive target grant value for each NEO, which is then converted into the corresponding value of equity-based awards. For 2021, the LTIP grants for the NEOs were comprised of performance units, restricted stock units and non-qualified stock options awards, which were designed to drive long-term value and growth through the achievement of Company performance goals and increased stock prices. The number of performance units and restricted stock units is determined based on the award value divided by the average closing value of CSX common stock for the full three-month period prior to the grant. The number of non-qualified stock options is determined based on the award value divided by the Black-Scholes value for that same period. The grants associated with each three-year cycle are reviewed and approved by the Committee each year for the NEOs and other eligible participants, and by the Board for the CEO. These grants are made and the performance targets set following the annual Board review of the Company’s business plan for the applicable upcoming three-year period. Since the three-year performance cycles run concurrently, the Company may have up to three active LTIP cycles during a given year. For example, the 2019-2021 performance cycle closed on December 31, 2021, and was paid out in January 2022. The 2020 – 2022, 2021 – 2023 and 2022 – 2024 cycles remain in progress, which help ensure that our employees remain focused on sustainable long-term performance. Performance Units. Performance units are granted at the beginning of the applicable performance cycle, as described below. Awards are paid in the form of CSX common stock at the end of the performance period based on the level of achievement on Company performance goals. Performance units are generally subject to forfeiture if a participant’s employment terminates before the end of the performance cycle for any reason other than death, disability, retirement or other limited circumstances, as approved by the Committee. For the 2019 – 2021 LTIP cycle, upon death, disability or retirement, participants or their estates received a prorated portion of their award based on the number of months completed in the cycle. Beginning in 2020, upon death or disability, participants are eligible to earn the performance units that they would otherwise have earned at the end of the performance period had there been no death or disability. Upon retirement, participants receive a prorated portion of their award based on the number of months completed in the LTIP cycle. Mr. Foote is currently eligible for retirement for purposes of the LTIP and his employment agreement provides that, in connection with his retirement, his outstanding performance units will remain outstanding and eligible to vest based on Company performance through the end of the applicable LTIP cycle. Performance unit payouts for each LTIP cycle, if any, do not occur until approved by the Committee in January of the year following the conclusion of the three-year performance cycle. These payouts can vary from the target grants in terms of: (i) the number of shares paid out due to financial performance; and (ii) the market value of CSX common stock at the time of payout. Based on actual performance, as discussed below, the performance unit payouts for the NEOs can range from 0% to 250% of the target levels, and can be of lesser or greater value than the original grant value based on the level of achievement on the performance goals and the price of CSX common stock. 50 Table of Contents COMPENSATION DISCUSSION AND ANALYSIS Non-qualified Stock Options. Non-qualified stock options vest ratably over three years and require stock price appreciation to provide any value to the NEOs. As a result, they reinforce leadership’s focus on the importance of value creation for shareholders. Non-qualified stock options generally provide participants with the right to buy CSX stock at a pre-set price for a period of 10 years. The exercise price of the non-qualified stock options is established as the closing stock price on the date of grant. The Stock Plans prohibit the repricing of outstanding non-qualified stock options without the approval of shareholders. For outstanding LTIP cycles, non-qualified stock options are subject to forfeiture if a participant’s employment terminates before the end of the vesting period for any reason other than death, disability, retirement or other limited circumstances, as approved by the Committee. For the 2019 – 2021 LTIP cycle, upon death, disability or retirement, participants or their estates received a prorated portion of their award based on the number of months completed in the cycle. Beginning in 2020, all options will vest per the original vesting schedule in the case of death or disability. Upon retirement, participants will receive a prorated portion of the award based on the number of months completed in the cycle. The employment agreement for Mr. Foote provides that, in connection with his retirement, the full awards will continue to vest in accordance with their terms. Compensation DiscussionRestricted Stock Units. Restricted stock units are time-based awards that vest three years from the grant date (“the restricted period”). Awards are paid in the form of CSX common stock at the end of the restricted period. Restricted stock units are generally subject to forfeiture if a participant’s employment terminates before the end of the restricted period for any reason other than death, disability, retirement or other limited circumstances, as approved by the Committee. For the 2019 – 2021 LTIP cycle, upon death, disability or retirement, participants or their estates received a prorated portion of their award based on the number of months completed in the cycle. Beginning in 2020, all restricted stock units will vest per the original vesting schedule in the case of death or disability. Upon retirement, participants will receive a prorated portion of their award based on the number of months completed in the LTIP cycle. Mr. Foote is currently eligible for retirement for purposes of the LTIP and Analysishis employment agreement provides that, in connection with his retirement, his outstanding restricted stock units will remain outstanding and eligible to vest at the end of the restricted period for any outstanding LTIP cycles. HowFurther information regarding the LTIP grants made to our NEOs in 2021 can be found under the “2021 Grants of Plan-Based Awards Table” below. Performance Measures for the 2019 - 2021 LTIP For performance units granted under the 2019 – 2021 LTIP cycle, cumulative operating ratio and cumulative free cash flow were selected to measure the Company’s performance. Operating ratio has a historically high correlation to the 2018 MICP contributedCompany’s stock price and serves as a key financial performance measure for CSX and the railroad industry. As such, the use of operating ratio has strengthened participants’ understanding of how they can impact Company performance and drive operating efficiency. Long-term improvements in operating ratio have increased operating income and earnings, creating value for shareholders. Free cash flow was chosen as a performance measure as it is a key measure of the financial health of the business, has a high correlation to improved Company performance?shareholder returns and aligns with CSX’s financial business plan. Operating ratio and free cash flow were each weighted 50% of the total payout opportunity and were measured independently of the other.   The threshold, target and maximum payouts for each measure are 10%, 50% and 100% of the performance units subject to the award respectively, generating a total target payout of 100% of the performance units and a maximum possible payout of 200% of the performance units for the 2019 – 2021 LTIP. The 2019 – 2021 LTIP measured operating ratio and free cash flow over a 12-quarter period from January 2019 through December 2021. In addition to operating ratio and free cash flow, the performance units for this LTIP cycle for the President and Chief Executive Officer and all Executive Vice Presidents had a formulaic linear upward or downward relative total shareholder return (“Relative TSR”) modifier of up to 25% (subject to the 250% overall cap) based on CSX’s stock price performance compared to the peer group (weighted 80% core peers and 20% additional correlated companies) for the 12-quarter period from January 2019 through December 2021. This modifier did not apply to Mr. Pelkey for this LTIP cycle as he was not promoted to Executive Vice President until January 2022. The Committee recognizes that operating ratio is a measure in the short and long-term plans, but believes thatinclusion in both plans reflects the short-termcriticality of the alignment between operating ratio and the Company’s focus on operating efficiency. The Committee does not believe this overlap will create inappropriate risk-taking since the measurement periods are different (one vs. three years), and operational measures and reviews are directly alignedin place to monitor risk. The Committee annually reviews the measures used for each long-term incentive cycle, and makes changes as appropriate. This overlap was eliminated starting with the 2020 – 2022 LTIP consistent with CSX’s strategic initiatives focused on growth. 2022 Proxy Statement     51 Table of Contents COMPENSATION DISCUSSION AND ANALYSIS Financial Goals for the 2019 - 2021 LTIP The LTIP targets for the performance units granted under the 2019 – 2021 LTIP were set in February 2019, based on the three-year business plan at the time of its adoption. The targets under the 2019-2021 LTIP were as follows: Cumulative Operating Ratio (100% maximum payout)   Cumulative Free Cash Flow (100% maximum payout) Threshold (10% payout)   Target (50% payout)   Maximum (100% payout)   Threshold (10% payout)   Target (50% payout)   Maximum (100% payout) 60.0%   59.0%   58.0%   $9.0B   $9.725B   $10.325B At the time the 2019 – 2021 LTIP was approved by the Committee, a provision was made for the adjustment of the operating ratio performance goals by a pre-determined amount if the average cost of highway diesel fuel was outside the range of $2.85 - $3.35 per gallon. This potential adjustment is designed to mitigate the positive and negative impact volatile fuel prices may have on expenses and operating ratio. There was no adjustment to the cumulative operating ratio targets as the average price per gallon of highway diesel fuel of $2.96 was within the range of $2.85 – $3.35 per gallon, which was the collar set at the time of adoption of the plan. Payout for the 2019 - 2021 LTIP Performance Units Based on a cumulative operating ratio of 57.4% and a cumulative free cash flow of $9.96 billion for the cycle, the payout for the performance units, which comprised 60% of the 2019 – 2021 LTIP, was 169% of target. The Company’s Relative TSR performance against the peer group was below median for the cycle, resulting in a downward modifier of 15%, and a total payout of 144% for each of the NEOs other than Mr. Pelkey, who was not an Executive Vice President as of December 31, 2021. Performance Measures for the Outstanding LTIPs In determining the performance measures for the performance units for each LTIP cycle, the Committee: (i) considers information on various return-based measures; and (ii) actively monitors the effectiveness of existing measures in driving the Company’s strategic business objectives and delivering shareholder returns. For performance units, the 2020 – 2022 LTIP uses operating income and free cash flow on an equally weighted basis to measure the Company’s performance. The 2021 – 2023 LTIP uses average annual operating income growth rate percentage and free cash flow on an equally weighted basis, as the performance measures for the performance units. The average annual operating income growth rate percentage measure aligns with the Company’s financial goals, are well-understood by employees, support our long-term strategy,objective of profitable growth and help deliver shareholder valueprovides the ability to recover and retain critical talent. Improvementspotentially receive a payout in the event of an economic downturn in one year of the program. For the 2022 – 2024 LTIP, the Committee approved the use of average annual operating income growth rate percentage and CSX cash earnings (“CCE”) on an equally weighted basis, as the performance measures for the performance units. CCE is designed to measure whether returns on new investments exceed an expected rate of return and to encourage investments in growth projects. This measure was incorporated to drive earnings growth and better align compensation to the One-CSX strategy. Historically, CCE has had a high correlation to stock price appreciation. The changes in performance measures for the performance units have been drivendesigned to reward long-term performance during a period of transformation and change, and to focus on the Company’s strategic initiatives to drive growth. 52 Table of Contents COMPENSATION DISCUSSION AND ANALYSIS The 2020 – 2022 LTIP is comprised of performance units and non-qualified stock options for the NEOs, and the 2021 – 2023 and 2022 –2024 LTIPs are comprised of performance units, non-qualified stock options and restricted stock units. The number of performance units and restricted stock units awarded to each NEO is calculated based on a specific grant value divided by the adoptionaverage closing price of CSX common stock for the full three-month period prior to the grant. The number of options awarded is calculated based on the Black-Scholes value for the same period. For the 2020 – 2022 LTIP, the Committee approved a market competitive LTIP grant value for the NEOs (the Board approved for the CEO) allocating 50% of the scheduled railroading operating model.value to performance units, and 50% for non-qualified stock options. The Committee believes that sustained improvements in operating efficiencies will continue to play a critical role inallocation for the continued creation of shareholder value. Does the 2018 MICP2021 – 2023 and 2022 – 2024 LTIPs was 50% performance units, 25% restricted stock units and 25% for non-qualified stock options. The performance units for these three LTIP cycles have a clawback provision?formulaic linear upward or downward Relative TSR modifier of up to 25% with a maximum payout of 250%, which applies only to the CEO and Executive Vice Presidents. This modifier is designed to appropriately align NEO payouts with share price performance relative to a transportation-related peer group. This modifier does not apply to Mr. Pelkey for the 2020 – 2022 and 2021 – 2023 LTIP cycles, as he was not promoted to Executive Vice President until January 2022. Clawback Provision Payouts made under the 2018 MICP may beand LTIP programs are subject to recovery or clawback andin certain circumstances. Under the applicable clawback provisions, an employee who has received a payout will be required to promptly return the monies (or any portion of the monies requested by the Company) in each of the following circumstances: (i) if it is determined that the employee engaged in misconduct, including but not limited to, dishonesty, fraud (including reporting inaccurate financial information), theft, or other serious misconduct as determined by the Company; (ii) if the Company is required to file an accounting restatement due to the Company’s material noncompliance with any financial reporting requirements under the federal securities laws; or (ii)(iii) if the payout is otherwise required to be recovered by law or court order (i.e. garnishment). The 2018 MICP contains provisions requiring NEOs to repay the Company portions of any payment received if: (i) within the two-year period following the receipt of the payment, the Company is required to restate its financial statements due to accounting irregularities; and (ii) the payment amount received exceeded the otherwise proper payment based on the restated financials. LONG-TERM INCENTIVE COMPENSATIONEmployment Agreements Long-term incentive compensation is intended to promote behaviors that support business initiatives to drive shareholder value over a multi-year period. This is accomplished by providing equity-based incentives focused on financial performance measures that: (i) have a historically high correlation to shareholder returns; (ii) are within management’s direct control; and (iii) encourage long-term commitment to delivering shareholder value. Long-term incentives have been granted under the shareholder-approved 2010 CSX Stock and Incentive Award Plan (the “2010 Stock Plan”). Subject to approval by shareholders at the Annual Meeting, the Company adopted the 2019 Stock and Incentive Award Plan (the “2019 Stock Plan” and together with the 2010 Stock Plan, the “Stock Plans”), under which future awards would be granted. The 2010 Stock Plans allow for different types of equity-based awards and provide flexibility in compensation design to attract, retain and engage high-performing NEOs and eligible participants. The Committee determines the mix of equity vehicles annually to motivate the appropriate behaviors and align Company and NEO performance to shareholder interests and value creation. The mix has historically included performance units, stock options and/or RSUs to align the NEOs’ interests with those of shareholders, and achieve key performance goals and absolute stock price appreciation. What forms of long-term incentive compensation are granted to NEOs? A significant portion of the NEOs’ compensation is provided under the annual long-term incentive plan (“LTIP”). Each year, a market competitive long-term incentive target grant value is identified for each eligible position level and converted into the appropriate number of performance units, stock options and/or RSUs based on the average closing value of CSX common stock for the full three-month period prior to the grant or the Black-Scholes value for that same period, as applicable. The grants associated with each three-year cycle are reviewed and approved by the Committee each year for all eligible participants, including the NEOs. These grants are made and the performance targets set following the annual Board review of the Company’s business plan for the applicable upcoming three-year period. Each three-year LTIP cycle is comprised of equity-based awards that are designed to emphasize performance while aligning NEO interests with those of shareholders by: (i) linking the payout’s value to share price; (ii) focusing on long-term shareholder value creation; (iii) incenting the appropriate behaviors; and (iv) mitigating excessive risk. The three-year performance cycles run concurrently, so the Company may have up to three active cycles during a given year. The 2016-2018 performance cycle closed on December 31, 2018, and was paid out in January 2019. The 2017-2019, 2018-2020 and 2019-2021 cycles remain in progress. For the 2016-2018 and 2017-2019 LTIPs, the NEOs received performance units, stock options and RSUs. For the 2018-2020 and 2019-2021 LTIPs, the NEOs received performance units and stock options. The removal of RSUs from the LTIP equity mix for NEOs was designed to increase the portion of the LTIP grant subject to performance conditions in further support of our pay-for-performance culture. WWW.CSX.COM          41 Table of Contents Compensation Discussion and Analysis Performance Units. Performance units are granted at the beginning of the applicable performance period in accordance with the LTIP, as described below. Awards are paid in the form of CSX common stock at the end of the performance period assuming the attainment of Company performance goals. Performance units are subject to forfeiture if a participant’s employment terminates before the end of the performance cycle for any reason other than death, disability, retirement or other limited circumstances, as approved by the Committee. In such instances, participants, other than Messrs. Foote and Harris, receive a pro-rata portion of their award based on the number of months completed in the LTIP cycle. The employment agreements for Messrs. Foote and Harris provide that, in connection with the retirement, their full awards will continue to vest through the end of any outstanding LTIP cycles. Performance unit payouts for each LTIP cycle, if any, do not occur until approved by the Committee in January of the year following the last year of the three-year performance cycle. These payouts can vary from the target grants in terms of both the number of shares paid out due to financial performance and the market value of CSX common stock at the time of payout compared to the price on the original grant date. Based on actual performance, as discussed below, the performance unit payouts for the NEOs at the end of the performance cycle can range from 0% to 200% of the target grants (the 2019-2021 can range 0% to 225%), and can be of lessor or greater value than the original grant value based on the price of CSX common stock. Stock Options. Nonqualified stock options require stock price appreciation to deliver any value. As a result, they reinforce leadership’s focus on the importance of value creation for shareholders. Stock options provide participants with the right, but not the obligation, to buy CSX stock at an agreed-upon price within 10 years of the date of grant. The exercise price of the stock options is established as the closing stock price on the date of grant. The Stock Plans prohibit the repricing of outstanding stock options without the approval of shareholders. Stock options are subject to forfeiture if a participant’s employment terminates before the end of the vesting period for any reason other than death, disability, retirement or other limited circumstances, as approved by the Committee. In such instances, participants receive a pro-rata portion of the award based on the number of months completed in the cycle. The employment agreements for Messrs. Foote and Harris provide that, in connection with their retirement, their full awards will continue to vest in accordance with their terms. What were the performance measures for the 2016-2018 LTIP? The 2016-2018 LTIP used operating ratio and return on assets (“ROA”) on an equally weighted basis to measure the Company’s performance. These measures were selected prior to the implementation of the scheduled railroading operating model. Operating ratio has a historically high correlation to the Company’s stock price and serves as a key financial performance measure for CSX and the railroad industry. As such, the use of operating ratio has strengthened participants’ understanding of how they can impact Company performance and drive operating efficiency. Long-term improvements in operating ratio have increased operating income and earnings, and created value for shareholders. ROA was chosen as a performance measure to drive efficient asset utilization. Operating ratio and ROA were each weighted 50% of the total payout opportunity and were measured independently of the other. Operating Ratio (OR) = Operating Expenses Operating Revenues Return on Assets (ROA) = Tax-Adjusted Operating Income Net Property The threshold, target and maximum payouts for each measure are 10%, 50% and 100%, respectively, generating a total target payout of 100% and a maximum possible payout of 200% for the 2016-2018 LTIP. The 2016-2018 LTIP measured cumulative operating ratio and average ROA over a 12-quarter period from January 2016 through December 2018. The ROA goals required a minimum capital spend of $6 billion during the cycle. In addition to operating ratio and ROA, the Committee maintained downward discretion on the payouts for NEOs who received this grant (Messrs. Lonegro and Goldman) based on relative total shareholder return (“Relative TSR”). If the Company’s 2016-2018 Relative TSR was in the bottom quartile of any of three different performance comparison groups for the 12-quarter period, the Committee had discretion to reduce the payout by up to 30%. The Committee recognizes that operating ratio is a measure in the short and long-term plans, but believes inclusion in both plans (beginning in 2017 with the implementation of scheduled railroading for the short-term plan) reflects the criticality of the alignment between operating ratio and the focus on operating efficiencies as a key principle of scheduled railroading. The Committee does not believe this overlap will create inappropriate risk-taking since the measurement periods are different (one vs. three years), and operational measures and reviews are in place to monitor risk. The Committee annually reviews the measures used for each short and long-term incentive cycle, and makes changes as appropriate. 42          CSX Corporation 2019 Proxy Statement Table of Contents Compensation Discussion and Analysis What were the financial goals for the 2016-2018 LTIP? The LTIP targets for the 2016-2018 LTIP were set to provide an incentive to continue growing long-term shareholder value. The goals were set in February 2016 based on the three-year business plan at the time of the adoption and preceded the leadership change and implementation of scheduled railroading. At the time of approval of the 2016-2018 LTIP, the Company was forecasting an operating ratio for 2016, of 72.7%, which was higher than the prior year operating ratio of 69.7%. This projection was based on a forecasted 4% decrease in freight volume in 2016, driven largely by anticipated declines in coal and crude oil volumes. The cumulative operating ratio for the 2016-2018 LTIP was projected to be between 71.0% and 72.0%. Based on these assumptions, the targets under the 2016-2018 LTIP were as follows: Cumulative Operating Ratio (100% maximum payout) Threshold (10% payout) Target (50% payout) Maximum (100% payout) 75.5% 72.0% - 71.0% 69.5%   Return on Assets (100% maximum payout) Threshold (10% payout) Target (50% payout) Maximum (100% payout) 5.0% 6.2% - 6.7% 8.0% At the time the 2016-2018 LTIP was approved by the Committee, a provision was made for the adjustment of the operating ratio performance goals by a pre-determined amount if the average cost of highway diesel fuel was outside the range of $2.62 - $3.12 per gallon. A similar adjustment is included in the plan design for each LTIP due to the significant impact volatile fuel prices have on expenses and operating ratio. Based on an average price per gallon of highway diesel fuel of $2.72 during the 2016-2018 LTIP, no operating ratio goal adjustments were made. Beginning in 2017, the Company’s operating model was substantially changed with the implementation of scheduled railroading, which shifted focus to improved efficiencies and cost reduction. These changes had an overwhelmingly positive impact on operating performance, earnings, and shareholder value creation. HISTORICAL OPERATING RATIO AND OPERATING INCOME What was the actual payout for the 2016-2018 LTIP? Based on a cumulative operating ratio of 65.0% and an average ROA of 8.03% for the cycle, the 2016-2018 LTIP was paid out at 200% in January 2019. The Company’s Relative TSR performance against the S&P 500, S&P 500 Transportation Industry and peer railroads was in the top quartile of all three comparison groups for the cycle, so the Committee determined that there was no basis for a downward adjustment and did not exercise its downward discretion in this regard. Messrs. Foote, Harris and Wallace did not receive a payout under the 2016-2018 LTIP since they were not employed with CSX in 2016, when the cycle and awards were approved and granted by the Committee. What are the performance measures for the outstanding LTIPs? Similar to the 2016-2018 LTIP, the 2017-2019 LTIP uses operating ratio and ROA on an equally weighted basis to measure the Company’s performance. Beginning with the 2018-2020 LTIP, ROA was replaced with free cash flow, which is a key driver of total shareholder return and can be impacted by all employees. The 2018-2020 and 2019-2021 LTIPs use operating ratio and free cash flow on an equally weighted basis to measure the Company’s performance. In determining the performance measures for each cycle, the Committee: (i) considers information on various return-based measures; and (ii) actively monitors the appropriateness of shifting measures to further the Company’s business strategies and drive shareholder returns. The 2018-2020 and 2019-2021 LTIPs are comprised of performance units and nonqualified stock options. The LTIP mix was achieved by determining a market competitive LTIP grant value and allocating 60% of the value to performance units, and 40% to stock options to continue to drive shareholder value in a pay-for-performance culture. The performance units for these two LTIP cycles have a formulaic linear upward or downward Relative TSR modifier of up to 25%, which applies only to the NEOs; however, the payouts are limited to a maximum of 200% and 225% for the 2018-2020 and 2019-2021 LTIPs, respectively. This modifier is designed to appropriately align NEO payouts with share price performance relative to a transportation-related peer group. WWW.CSX.COM          43 Table of Contents Compensation Discussion and Analysis Does the LTIP have a clawback provision? The clawback provision in each LTIP requires that the NEOs repay to the Company amounts in excess of an otherwise proper award in the event that the Company is required to restate its financial statements due to accounting irregularities discovered within three years after an LTIP payout. EMPLOYMENT AGREEMENTS Does the Company have separate employment agreements for the NEOs? In connection with the leadership changes in 2017 and 2018, the Company provided individual employment letter agreements to Messrs. Foote, Harris and Wallace. Mr. Foote hadentered into an employment agreement upon his hiring as Executive Vice President and Chief Operating Officer in October 2017, which was canceled pursuant to asuperseded by an employment letter agreement entered into upon his promotion to President and CEO in December 2017, except for2017. This agreement incorporated certain provisions from his prior agreement relating to: (i) severance benefits; (ii) vesting of long-term incentive awards after retirement; and (iii) employment benefits following a change of control.control, as further described below. Messrs. Harris and Wallace received employment letter agreements upon their recruitment and relocation to the Company’s headquarters. These agreements remain in place. No other NEOs have individual employment agreements. All individual employment agreements have been filed and can be reviewed on the U.S. Securities and Exchange Commission website at www.sec.gov. Non-Compete and Non-Solicitation Agreements:Agreements Vice presidents and above, including theThe President and CEO, and executive vice presidents, senior vice presidents, vice presidents, heads of department, as well as certain other key employees, are required to enter into formal non-compete and non-solicitation agreements with the Company as a condition for participation in each LTIP cycle. The non-compete agreements precludeagreement precludes an executive from working for a competitor of the Company. The non-compete conditions extend for a period of 18 months following separation from employment. The non-solicitation provisions generally prohibit executives from soliciting CSX customers or soliciting, hiring or recruiting CSX employees for any business that competes with CSX for a period of 18 months after separation. SEVERANCE AND CHANGE-OF-CONTROL AGREEMENTS Are NEOs eligible for severance benefits? Yes. As of December 31, 2018, each NEO was eligible for certain severance benefits under the Company’s “Section 16 Officer Severance Plan,” which expired on February 22, 2019, or his employment agreement, as applicable.Agreements Mr. Foote is eligible for the following severance benefits under his employment letter agreement with the Company dated December 22, 2017: ●■ Lump sum cash payment equal to two times his base salary plus two times his target MICP; ■ Pro-rata vestingpayment of MICP award; and ■ Unless he is terminated for cause, his unvested equity awards will remain outstanding and vest per the original vesting schedules, with any performance-based awards remaining subject to satisfaction of pre-established performance goals; ● Pro-rata vesting of his MICP awards; and ● Lump sum cash payment equal to two times his then base salary and two times the executive’s then target annual bonus.goals. As of December 31, 2018,2021, Messrs. LonegroPelkey, Boone, Boychuk, and Goldman, each were eligible for the following severance benefits under the Section 16 Officer Severance Plan: ● Lump sum cash payment equal to two times his then base salary and one times his target MICP; ● Pro-rata vesting of his unvested equity and MICP awards with any performance-based awards remaining subject to satisfaction of pre-established performance goals; ● Outplacement services for up to one year; ● A pension enhancement crediting with three additional years of age and two additional years of service; and ● Medical and Dental coverage for the duration of the severance payments (up to two years) if periodic separation payments are selected. The Section 16 Officer Severance Plan provided eligible executives with severance payments and benefits in the event that an individual’s employment with the Company or one of its subsidiaries was terminated involuntarily by the Company other than “for cause” or terminated voluntarily by the eligible employee for “good reason” (each as defined in the Section 16 Officer Severance Plan). Following expiration of the Section 16 Officer Severance Plan on February 22, 2019, Messrs. Lonegro and GoldmanMs. Sorfleet were eligible for benefits under the Company’s general severance policy available to all management employees. Under the general severance policy, the NEOs are eligible to receive: (i) up to one year’sseverance based on tenure (certain weeks of salary for 20 or morebased on CSX years of service;service); (ii) continuation of medical and dental coverage for up to one year if periodic separation payments are selected; (iii) financial planning for up to 1one year; and (iv) prorationprorated vesting of certain outstanding incentive awards. 44          CSX Corporation 2019 Proxy Statement Table of Contents Compensation Discussion and Analysis Messrs. Harris and Wallace negotiated separate employment letter agreements upon their recruitment and relocation to the Company’s headquarters, and as a result have different severance benefits. In the event their employment is terminated by the Company other than “for cause” or terminated by the executive for “good reason,” they are entitled to receive the benefits outlined below. The severance benefits for Mr. Harris include: ● Lump sum cash payment equal to two times his then-current base salary and one times the executive’s then-current target annual bonus; ● Full vesting of the unvested equity (includes sign-on equity award); ● Pro-rata vesting of MICP awards with any performance-based awards remaining subject to satisfaction of pre-established performance goals; and ● Retain sign-on cash bonus. The severance benefits for Mr. Wallace include: ● Lump sum cash payment equal to two times his then-current base salary and two times the executive’s then-current target annual bonus; ● Pro-rata vesting of his unvested equity awards and MICP awards with any performance-based awards remaining subject to satisfaction of pre-established performance goals; ● Retain sign-on cash bonus; ● Any relocation amounts and tax equalization and advisory amounts that may be due to the executive; and ● Reimbursement for all reasonable costs, as stated in the Company’s relocation policy, related to relocating from Jacksonville, FL to another area in North America provided that relocation takes place within one year of termination. Notwithstanding the foregoing, if an NEO is entitled to severance benefits under his respective Change-of-Control Agreement, he or she shall not be entitled to the severance benefits outlined above. Severance amounts that would have been payable had the NEOs terminated employment with the Company as of December 31, 20182021 are described herein.further in the section Post-Employment Compensation table. Does the Company provide 2022 Proxy Statement     53 Table of Contents COMPENSATION DISCUSSION AND ANALYSIS Change-of-Control Agreements to its NEOs? Yes. The Company provides “double-trigger” change of controlchange-of-control benefits pursuant to agreements that are designed to ensure management objectivity as it makes strategic business decisions. The Company’s policy for severance benefits upon a change-of-control: (i) requires a “double-trigger” (i.e., payments are conditioned upon a change-of-control as well as separation from employment) to receive severance; (ii) prohibits Company reimbursement for the payment of excise taxes; (iii) defines “bonus” as the current “target” amount; and (iv) requires a contract term not to exceed three years. The policy also provides that the payment of severance benefits, without shareholder approval, is limited to 2.99 times base salary plus bonus for NEOs.all NEOs other than Mr. Pelkey. As of December 31, 2021, Mr. Pelkey’s Change-of-Control Agreement provided a potential benefit of 2.0 times his annual base salary and bonus, as he was not promoted to Executive Vice President until January 2022. AllOur NEOs are subject to the terms of the change-of-control agreements described above and as further detailed under the section entitled “Post-Termination andPotential Payouts Under Change-of-Control Payments.”Agreements. BENEFITSBenefits What types of Retirement Health and Group Benefits are provided to the NEOs? Retirement Programs:Programs CSX’s retirement programs currently consist of two components: a defined contribution 401(k) plan and a now closed defined benefit pension plan. The retirement programs described below are provided to the NEOs under the following plans: ●■ The CSX Corporation 401(k) Plan (“CSXtra Plan”); ●■ CSX Pension Plan (the “Pension Plan”); and ●■ Special Retirement Plan for CSX Corporation and Affiliated Corporations (the “Special Retirement Plan”). CSXtra Plan The NEOs along with all other CSX non-union employees, may contribute to the CSXtra Plan, a defined contribution 401(k) plan. Participants may contribute on a pre-tax andor after-tax basis and receive Company matching contributions. The Company’s matching contribution is equal to 100% on the employee’s first 1% contribution,of eligible compensation contributed, and 50% on the employee’s additional contributions up to 6% of base salary, for a Company match up to 3.5%. of eligible compensation. Participants may invest contributions in various investment funds. WWW.CSX.COM          45 Table of ContentsQualified CSX Pension Plan Compensation Discussion and Analysis Pension Plan The Pension Plan, which has been closed to new employees since January 1, 2020, is qualified under the Internal Revenue Code (the “Code”) and covers the NEOs and all of CSX’s non-union employees. In general, pension benefits accrue in two different ways: (i) for employees externally hired or promoted from CSX union positions on or afterwho were employed with the Company prior to January 1, 2003,2020. For the NEOs, pension benefits accrue based on a “cash balance” formula; and (ii)formula. Under the cash balance formula, benefits are expressed in the form of a hypothetical account balance. For each month of service, the NEO’s account is credited with a percentage of the participant’s pay for employees externally hired or promoted from CSX union positions before January 1, 2003, benefits accruethat month. The percentage of pay credited is determined based on the participant’s age and years of service. The hypothetical account earns interest credits on a “finalmonthly basis based on the annual 10-year Treasury bond rate and the participant’s account balance as of the end of the prior month. The average pay” formula. Mr. Lonegroannual interest crediting rate used for 2021 was 3.66%. The resulting benefit is subject to a cap imposed under Section 415 of the only NEOCode (the “415 Limit”). The 415 Limit for 2021 was $230,000 (for a life annuity at age 65) and is subject to adjustment for future cost of living changes. Further, under the “final average pay” formula. All other NEOs are underCode, the “cash balance” formula. Further information on the Pension Plan canmaximum amount of pay that may be found in the discussion followingtaken into account for any year is limited. This limit (the “Compensation Limit”) is $290,000 for 2021 and is also subject to adjustment for future cost of living changes. ■ Vesting — Benefits under this formula vest upon the earlier of the completion of three years of service or attainment of age 65. ■ Form of Payment of Benefits — Benefits under this formula may be paid upon termination of employment or retirement as a lump sum or in various annuity forms. The valuation method and actuarial factors used to determine the present value of accumulated benefits shown in the table are described in the 2021 Annual Report. 54 Table of ContentsPension Benefits Table. COMPENSATION DISCUSSION AND ANALYSIS Special Retirement Plan of CSX and Affiliated Corporations The Special Retirement Plan is a nonqualifiednon-qualified plan for allthat covers CSX employees, including the NEOs, whose base salarywho were hired before January 1, 2020, and short-term incentive exceeds the current year IRS compensation limit.is now closed to new employees. The Special Retirement Plan primarily provides for the payment of benefits that arewould otherwise limitednot be available under the Pension Plan due to the qualified plan Code provisions. Further information on415 Limit and the Compensation Limit, both described above. The purpose of the Special Retirement Plan is to assist CSX in retaining key executives by allowing the Company to offer competitive pension benefits. Under the Special Retirement Plan, participants receive non-qualified pension benefits on base salary and short-term incentive compensation that exceed the $290,000 compensation limit under the Code and the $230,000 benefit cap under Section 415 of the Code. These benefits are calculated using the cash balance formula described above for all of the NEOs, without regard to the 415 Limit or the Compensation Limit. Non-qualified pension benefits can be foundpaid in the discussion followingsame form as under the Pension Plan. Pension benefits under the Special Retirement Plan are subject to: (i) suspension and possible forfeiture if a retired executive competes with the Company or engages in acts detrimental to the Company; or (ii) forfeiture if an executive is terminated for engaging in acts detrimental to the Company. The valuation method and actuarial factors used to determine the present value of accumulated benefits shown in the 2021 Pension Benefits Table.for the Special Retirement Plan are described in the 2021 Annual Report. Health and Group Benefits:Benefits CSX provides the same health and group benefits to the NEOs as those available to all non-union employees. The Company also provides basic life insurance and accidental death and dismemberment insurance coverage to all management employees, each of which is equal to two times their respective annual salaries, up to $1 million. The Company also provides NEOs, on the same basis as other management employees, salary continuance in the event of short-term or long-term disability, travel accident insurance and vacation based on length of service. CSX sponsors a post-retirement medical plan for management employees hired or promoted from a union position prior to January 1, 2003. Only Mr. Lonegro is eligible for benefits under the post-retirement medical plan. The Company stopped providing post-retirement medical benefits for all management employees, including executive-level employees, hired or promoted from a union position on or after that date. Executive Deferred Compensation Plan:Plan CSX offers a voluntary, nonqualifiednon-qualified Executive Deferred Compensation Plan (“EDCP”) for the benefit of its executives and other eligible employees. The purpose ofUnder the EDCP, isthe NEOs may defer compensation in excess of qualified plan limits until retirement or another specified date or event. Participating employees with base salary above the qualified plan limits, may defer compensation to provide participants withallow them to receive the opportunity to:full Company matching contribution of up to 3.5% of base salary not otherwise available to them under the CSXtra Plan. ● defer compensation in excess of qualified plan limits until retirement or another specified date or event; and ● defer compensation to allow them to receive the full Company matching contribution of 3.5% of base salary not otherwise available to them under the CSXtra Plan. Under the EDCP, participantsparticipating employees, including NEOs, are entitled to voluntarily elect to defer up to: (i) 75% of base pay; (ii) 100% of awards payable in cash under CSX’s short-term incentive plans; and (iii) 100% of performance units payable under the Company’s LTIP in the form of stock. ParticipantsNEOs also are entitled to receive matching contributions that would have been received under CSX’s 401(k) plan assuming that: (i) certain compensation limits prescribed by the Code did not apply; and (ii) contributions made under the EDCP were instead made under CSX’s 401(k) plan. In accordance with a participant’s individual elections, deferred amounts, other than stock awards, are treated as if they were invested among the investment funds available under the qualified 401(k) plan. Participants may elect to change the investment of deferred amounts, other than deferred stock awards. EDCP participants may elect to receive payment of their deferred amounts, including earnings, upon separation from service or upon the attainment of a specified date or upon a change-of-control.date. Participants may elect to receive payment in the form of a lump sum or in semi-annual installments over a period of up to 10 years (or 20 years.years, prior to 2021). A participant may apply for accelerated payment of deferred amounts in the event of certain hardships and unforeseeable emergencies. A participant also may elect to receive accelerated distribution of amounts deferred before January 1, 2005 (and earnings thereon) other than for hardship or an unforeseeable emergency, but the participant is required to forfeit a percentage of the amount to be distributed. Under the EDCP, cash deferrals are distributed in the form of cash and deferred stock awards are paid in the form of CSX common stock. 46          CSX Corporation 2019 Proxy Statement Table of Contents Compensation Discussion and Analysis Employee Stock Purchase Plan In 2018, shareholders approved theThe CSX Employee Stock Purchase Plan (“ESPP”), which provides eligible employees the right to purchase shares of CSX common stock in accordance with the terms of the ESPP. All employees who have been employed by the Company at least 30 days prior to the beginning of the enrollment period are eligible to participate in the ESPP. Under the ESPP, employees may purchase shares at the lesser of: (i) 85% of the fair market value of a share of CSX common stock on the grant date; andfirst day of an offering; or (ii) 85% of the fair market value of a share of CSX common stock on the expiration date.last day of an offering. There are two offering periods each year. The ESPP limits the number of shares of CSX common stock that an employee may purchase in a calendar year to a number of shares that have a fair value (as of the applicable grant date) equal to $25,000. What perquisites were provided to the NEOs in 2018?2022 Proxy Statement     55 Table of Contents COMPENSATION DISCUSSION AND ANALYSIS Other Benefits The perquisites provided to NEOs in 20182021 included: (i) financial planning services of up to $12,000; (ii) excess liability insurance; and (iii)(ii) an annual health and well-being examination. TheseThe aggregate cost to the Company of these perquisites were valued atwas approximately $15,000 for each NEO. Additionally, pursuant to Company policy, Mr. Foote, as CEO, is required to travel by Company aircraft at all times for security purposes and to ensure efficient use of his time. Other senior-level executives have access to the Company aircraft and may use it on a limited basis for personal reasons. The amounts related to the NEO’s use of the Company aircraft are disclosed in theSummary Compensation Table. Does the Company have stock ownership guidelines for the NEOs?Stock Ownership Guidelines Yes. CSX believes that, in order to align the interests of management with those of its shareholders, it is important that NEOs and other senior leaders hold a significant ownership position in CSX common stock relative to their base salary. To achieve this, linkage, CSX has established the following formal stock ownership guidelines. Position Minimum Value Chief Executive Officer 6 times base salary Executive Vice Presidents 4 times base salary Senior Vice Presidents 3 times base salary Vice Presidents 1 times base salary Each of the individuals covered by these guidelines must retain 100% of their net shares issued until the guidelines are achieved and havehas five years in which to do so. The types of equity that apply towards these ownership guidelines are vested and unvested restricted stock units, vested performance units, and any other CSX common stock owned. Position Minimum Value Chief Executive Officer 6 times base salary Executive Vice Presidents 4 times base salary Senior Vice Presidents 3 times base salary Vice Presidents 1 times base salary Does the Company have an anti-hedgingPolicy Prohibiting Hedging / anti-pledging policy?Pledging of CSX Stock Yes. CSX’s insider trading policy prohibits officers and directors from entering into transactions to hedge their ownership positions in CSX securities. In addition, the policy prohibits officers and directors from pledging CSX securities. The Mantle Ridge group of entities, which are controlled by Mr. Hilal, pledged shares of CSX common stock as collateral under a secured credit facility with a third-party lender prior to Mr. Hilal becoming a director. WWW.CSX.COM          4756 Table of Contents Compensation Discussion and AnalysisCOMPENSATION DISCUSSION AND ANALYSIS 2018 SUMMARY COMPENSATION TABLE The2021 Summary Compensation Tablepresents The Summary Compensation Table and the accompanying footnotes describe the amount and type of compensation for the NEOs in 2018.for 2021 and, if applicable, 2020 and 2019. Name and Principal Position Year Salary Bonus(1) Stock Awards(2) Option Awards(3) Non-Equity Incentive Plan Compensation(4) Change in Pension Value and Nonqualified Deferred Compensation Earnings(5) All Other Compensation(5) Total James M. Foote President and Chief Executive Officer 2018 $ 1,220,833 — $ 5,310,204 $ 3,524,190          $ 3,052,083          $ 441,428            $ 221,863 $ 13,770,601 2017 $ 149,919 $ 400,000 $ 1,027,812 $ 1,045,626 — $ 8,849 $ 15,355 $ 2,647,561 Frank A. Lonegro Executive Vice President and Chief Financial Officer 2018 $ 500,000 — $ 1,180,057 $ 783,158 $ 900,000 $ 357,103 $ 20,741 $ 3,741,059 2017 $ 500,000 — $ 1,950,165 $ 743,772 $ 715,500 $ 869,559 $ 34,684 $ 4,813,680 2016 $ 500,000 — $ 1,520,986 $ 386,150 $ 643,500 $ 484,797 $ 31,825 $ 3,567,258 Edmond L. Harris Executive Vice President Operations – CSX Transportation, Inc. 2018 $ 589,130 $ 250,000 $ 2,824,310 $ 1,455,954 $ 1,060,435 $ 179,196 $ 154,621 $ 6,513,646 Mark K. Wallace Executive Vice President Sales and Marketing 2018 $ 550,000 — $ 3,367,141 $ 783,158 $ 990,000 $ 139,665 $ 118,199 $ 5,948,163 2017 $ 450,362 $ 550,000 $ 2,316,531 $ 582,595 $ 825,000 $ 108,187 $ 378,989 $ 5,211,664   Nathan D. Goldman Executive Vice President, Chief Legal Officer and Corporate Secretary 2018 $ 500,000 — $ 1,180,057 $ 783,158 $ 900,000 $ 182,544 $ 36,523 $ 3,582,282 Name    Year    Salary ($)    Bonus ($)    Stock Awards ($)(2)    Option Awards ($)(3)    Non-Equity Incentive Plan Compensation ($)(4)    Change in Pension Value and Nonqualified Deferred Compensation Earnings ($)(5)    All Other Compensation ($)(6)    Total ($) James M. Foote    2021    1,500,000    —    9,150,899    3,041,960    5,250,000    798,423    265,524    20,006,806     2020   1,250,000   1,300,000   5,989,727   6,006,842   200,000   338,576   221,570   15,306,715     2019   1,250,000   —   6,096,711   3,993,136   3,425,391   534,271   228,024   15,527,533 Kevin S. Boone   2021   700,000   —   2,203,699   734,236   1,120,000   168,881   40,085   4,966,901     2020   475,000   277,875   1,361,291   1,365,194   42,750   70,665   31,007   3,623,782     2019   399,928   —   995,402   1,481,381   599,756   78,450   27,956   3,582,873 Sean R. Pelkey(1)   2021   427,826   —   774,847   258,359   479,165   95,725   16,270   2,052,192 Jamie J. Boychuk   2021   700,000   —   2,203,699   734,236   1,120,000   169,530   35,137   4,962,602     2020   500,000   292,500   1,361,291   1,365,194   45,000   74,190   26,121   3,664,296     2019   392,696   —   1,007,915   1,686,335   645,054   81,938   23,885   3,837,823 Nathan D. Goldman   2021   550,000   —   1,616,082   538,440   792,000   226,459   57,577   3,780,558     2020   500,000   292,500   1,089,048   1,092,151   45,000   136,918   47,674   3,203,291     2019   500,000   —   1,219,356   2,001,314   711,000   172,086   33,600   4,637,356 Diana B. Sorfleet(1)   2021   550,000   —   1,616,082   538,440   792,000   167,636   35,112   3,699,270 Mark K. Wallace(1)   2021   655,417   —   2,203,699   734,236   1,048,667   182,076   175,254   4,999,349     2020   550,000   321,750   1,361,291   1,365,194   49,500   92,798   113,188   3,853,721     2019   550,000   —   1,219,356   798,634   860,310   132,808   42,602   3,603,710 (1) Bonus – TheMr. Boone is an NEO by virtue of having served as our principal financial officer during a portion of 2021. No amounts are included in this column represent the cash sign-on bonuses in 2018 for Mr. Harris andPelkey or Ms. Sorfleet as they were not NEOs for 2019 or 2020. Mr. Wallace tragically passed away in 2017November 2021, but is included as an NEO for Messrs. Foote and Wallace.SEC disclosure purposes since he would have been one of the next three most highly compensated executives had he remained employed through year end. (2) Stock Awards – Amounts disclosed in this column are related to LTIP performance units, RSUsrestricted stock units and restricted stock granted in 2016, 20172019, 2020 and 2018,2021, as applicable, and reflect the aggregate grant date fair value of such stock awards computed in accordance with FASB ASC Topic 718. For performance units, the grant date fair value is based on the probable outcome of performance conditions at the time of grant. For more information and assumptions used in valuing these awards, see Note 4, Stock Plans and Share-Based Compensation in the Notes to the Consolidated Financial Statements in the 20182021 Annual Report, which was filed with the SEC on February 6, 2019.16, 2022. If the highest level of performance under each LTIP cycle is achieved, the maximum grant date fair value of the performance units (which does not include stock options, RSUsrestricted stock units or restricted stock) for each NEO by year of grant would be: 2018:2021: Mr. Foote - $10,620,408,$15,251,441, Mr. Pelkey - $1,230,538, Messrs. Lonegro, Harris,Boone, Boychuk and Wallace - $3,672,832, Mr. Goldman and Ms. Sorfleet - $2,693,469; 2020: Mr. Foote - $14,974,317, Messrs. Boone, Wallace and GoldmanBoychuk - $2,360,114; 2017: Mr. Foote’s sign-on equity grant - $2,055,624, Mr. Lonegro - $2,600,188, Mr. Wallace - $2,259,984,$3,403,227, and Mr. Goldman - $260,048; 2016:$2,722,621; 2019: Mr. LonegroFoote - $1,403,980, Mr Goldman.$15,241,776 Mr. Boone - $187,200.$2,403,222, Messrs. Goldman and Wallace - $3,048,389, and Mr. Boychuk - $2,416,972. (3) Option Awards – The values included in this column represent the aggregate grant date fair value of non-qualified stock options granted to each NEO computed in accordance with FASB ASC Topic 718. For more information and assumptions used in valuing these awards, see Note 4, Stock Plans and Share-Based Compensation in the Notes to the Consolidated Financial Statements in the 20182021 Annual Report, which was filed with the SEC on February 6, 2019.16, 2022. (4) Non-Equity Incentive Plan Compensation – The 2018 annual2021 short-term incentive compensation (MICP) was paid on February 22, 201918, 2022 based on a 200%160% Company payout of the 2018 MICP since plan targets were exceeded.Target Incentive Opportunities for each NEO under the 2021 MICP. (5) Change in Pension Value and NonqualifiedNon-qualified Deferred Compensation Earnings – The values in this column reflect aggregate changes in the actuarial present value of pension benefits. The changes in values result from increases in each individual’s years of service, final averagetotal cash compensation calculation and age, revised mortality assumptions, as well as from an increase in the pension discount rate from 3.56%2.43% to 4.24%2.78%. CSX measured its pension values as of December 31, 2018.2021. (6) All Other Compensation – The values in this column for 2021 include amounts for personal usage of Company aircraft, financial planning/tax preparation services, executive physical, annual health savings account contribution associated with participation in the medical plan excess liability insurance, matching charitable contributions, relocation, temporary housing, and the Company’s match under the 401(k) and nonqualifiednon-qualified deferred compensation plans. For Mr. Foote, the values in this column includes,for 2021 include, along with the other items discussed above, $164,178$201,739 for Company-mandated aircraft usage, as described in the CD&A, and a $35,073$41,635 nonqualified deferred contribution Company match. For Mr. Harris’Wallace, the values in this column for 2021 include, along with the other items discussed above, $136,296 for personal usage of Company aircraft, as well as a tax gross-up in the amount includes $101,338 for temporary corporate housing, which was negotiated as part of his hiring package. Mr. Wallace’s amount includes $57,878 for relocation tax equalization per his employment agreement, and a $25,000 charitable contribution made on his behalf. The aircraft usage amount was calculated using the direct hourly operating cost of $2,302 and $3,619, depending upon the type of aircraft used, per flight hour for 2018, plus taxes. The aggregate incremental cost to the Company$7,025 for use of the Company aircraft for personal travel is calculated by multiplying the hourly variable cost rate (including fuel, oil, airporttwo flights to and hangar fees, crew expenses, maintenance, catering and taxes)from Houston, Texas for the aircraft by the hours the executive used the aircraft. For these purposes hours occupied by any “deadhead” aircraft legs are included in the total hours the aircraft was used by the executive.of medical treatment. 48          CSX Corporation 2019 2022 Proxy Statement 57 Table of Contents Compensation Discussion and AnalysisCOMPENSATION DISCUSSION AND ANALYSIS 2018 GRANTS OF PLAN-BASED AWARDS TABLE2021 Grants of Plan-Based Awards Table In 2018,2021, the NEOs received grants of the plan-based awards as shown in the table below. Estimated Possible Payouts Under Non-Equity Incentive Plan Awards(1) Estimated Future Payouts Under Equity Incentive Awards (# units)(2) All Other Stock Awards (units)(3) All Other Option Awards (#)(4) Exercise Price of Option Awards ($) Grant Date Fair Value of Stock and Option Awards(5)       Estimated Possible Payouts Under Non-Equity Incentive Plan Awards(1)   Estimated Future Payouts Under Equity Incentive Awards (# units)(2)   All Other Stock   All Other Option   Exercise Price of Option   Grant Date Fair Value of Stock and Option   Name Grant Date Threshold ($) Target ($) Maximum ($) Threshold (units) Target (units) Maximum (units)   Grant Date   Threshold ($)   Target ($)   Maximum ($)   Threshold (units)   Target (units)   Maximum (units)   Awards (units)(3)   Awards (#)(4)   Awards ($)   Awards ($)(5)   James M. Foote Feb. 6, 2018 9,867 98,666 197,332   $ 5,310,204    Feb. 10, 2021                   38,920    207,573    518,933    103,788              9,150,899   James M. Foote Feb. 10, 2021                             388,119   29.39   3,041,960         65,625   2,625,000   5,250,000                 Sean R. Pelkey   Feb. 9, 2021               772   4,119   8,238   2,061   182,248   Feb. 6, 2018 242,229     $ 53.82 $ 3,524,190   Feb. 9, 2021                             7,701   29.49   60,702     $ 152,604 $ 1,526,041 $ 3,052,081   June 4, 2021               2,230   11,895   23,790   5,949   592,599   Frank A. Lonegro Feb. 6, 2018 2,193 21,926 43,852 $ 1,180,057 Feb. 6, 2018 53,829 $ 53.82 $ 783,158   June 4, 2021                             22,173   33.21   197,657   $ 45,000 $ 450,000 $ 900,000       7,487   299,478   598,956                 Edmond L. Harris Feb. 6, 2018 2,193 21,926 43,852 $ 1,180,057 Kevin S. Boone   Feb. 9, 2021               9,341   49,818   124,545   24,909   2,203,699   Feb. 6, 2018 53,829 $ 53.82 $ 783,158   Feb. 9, 2021                             93,150   29.49   734,236   Jan.10, 2018 53,652 $ 58.48 $ 851,886       17,500   700,000   1,400,000                 Jamie J. Boychuk   Feb. 9, 2021               9,341   49,818   124,545   24,909   2,203,699   Feb. 9, 2021                             93,150   29.49   734,236         17,500   700,000   1,400,000                 Nathan D. Goldman   Feb. 9, 2021               6,850   36,534   91,335   18,267   1,616,082   Feb. 9, 2021                             68,310   29.49   538,440         12,375   495,000   990,000                 Diana B. Sorfleet   Feb. 9, 2021               6,850   36,534   91,335   18,267   1,616,082   Aug. 3, 2018 23,074 $ 1,644,253   Feb. 9, 2021                             68,310   29.49   538,440   $ 53,022 $ 530,217 $ 1,060,435       12,375   495,000   990,000                 Mark K. Wallace Feb. 6, 2018 2,193 21,926 43,852 $ 1,180,057   Feb. 9, 2021               9,341   49,818   124,545   24,909   2,203,699   Feb. 6, 2018 53,829 $ 53.82 $ 783,158   Feb. 9, 2021                             93,150   29.49   734,236   Aug. 2, 2018 30,765 $ 2,187,084       16,385   655,417   1,310,833                 $ 49,500 $ 495,000 $ 990,000 Nathan D. Goldman Feb. 6, 2018 2,193 21,926 43,852 $ 1,180,057 Feb. 6, 2018 53,829 $ 53.82 $ 783,158 $ 45,000 $ 450,000 $ 900,000 (1) Estimated Possible Payouts Under Non-Equity Incentive Plan Awards – The amounts in these columns reflect what the payments could have beenthreshold, target and maximum payout opportunities for 20182021 under the MICP usingbased on the Target Incentive Opportunities and Company performance measures under the MICP.for each NEO. The values reflect a threshold payout of 10%,2.5% of each NEO’s Target Incentive Opportunity, a target payout of 100% of each NEO’s Target Incentive Opportunity and a maximum payout of 200%. of each NEO’s Target Incentive Opportunity. The amounts actually paid for 2021 under the MICP are included in the Summary Compensation Table above. (2) Estimated Future PayoutsPayout Under Equity Incentive Plan Programs – The valuesamounts in these columns reflect the potential payout innumber of shares undersubject to performance units granted for the 2018-20202021-2023 LTIP cycle that are eligible to be earned and vest based on threshold, target and maximum achievement of pre-established financial performance goals. The Company’s performance over the 2021-2023 performance period will determine a payoutthe number of shares that are paid out in respect of such performance units, which can range from 0% to 200%250% of the LTIP performance unitunits subject to the grants. The values reflect payouts of 10%2021-2023 LTIP is designed to payout 25% at threshold, 100% at target and 200% at maximum. The 10%number listed in the threshold assumescolumn (25% of the total performance units subject to the grant) is the number of performance units that only one financial performance measure metwould be earned if the threshold performance level.level were achieved for only one of the financial performance measures. The NEOs also have a relative Total Shareholder Return payout modifier applicable to the performance units based on a linear formula, which can increase or decrease the payout by as much as 25%, giving them a threshold payout of 18.75% and a maximum payout of 250%. The number listed in the threshold column (18.75% of the total performance units subject to the grant) is the number of performance units that would be earned if the threshold performance level were achieved for only one of the financial performance measures and the modifier is -25%. If both financial performance measures reach threshold performance level and the modifier is -25%, the resulting threshold payout would be 20%37.50% for the NEOs. The number listed in the maximum column (250% of the total performance units subject to the grant) is the number of performance units that would be earned if each metric pays out at maximum and the modifier is +25%. (3) All Other Stock Awards – The value in this column reflects the number of RSUs and restricted stock awards granted in 2018. (4) All Other Option Awards – The value provided for Mr. Harris with respect to the options granted to him on January 10, 2018, represents the number of nonqualified stock options granted as part of his hiring on January 10, 2018, when he joined CSX as Executive Vice President, Operations, which vest and become exercisable on January 10, 2021. The options grant to Mr. Harris on January 10, 2018, were granted with an exercise price equal to the closing price on the date of grant of $58.48. For all other NEOs, and with respect to the options granted to Mr. Harris on February 6, 2018, the amount in this column represents the number of nonqualifiedrestricted stock units granted to Messrs. Boone, Boychuk, Goldman, Pelkey and Wallace and Ms. Sorfleet on February 9, 2021. Restricted stock units were granted to Mr. Foote on February 10, 2021. These units will vest on February 9, 2024 and February 10, 2024, respectively, subject to the NEO’s continued employment through the applicable vesting date. The amount for Mr. Pelkey includes additional restricted stock units granted on June 4, 2021 in connection with his promotion to the position of Vice President and Acting Chief Financial Officer. 58 Table of Contents COMPENSATION DISCUSSION AND ANALYSIS (4) All Other Option Awards – The amount in this column represents the number of non-qualified stock options granted to Messrs. Boone, Boychuk, Goldman, Pelkey and Wallace and Ms. Sorfleet on February 6, 2018,9, 2021, which vest and become exercisable on a three-year graded vesting schedule. One third of these options will become exercisable on February 6, 2021.9, 2022, February 9, 2023 and February 9, 2024. These options were granted with an exercise price equal to the closing stock price on the date of grant of $53.82.$29.49. Nonqualified stock units were granted to Mr. Foote on February 10, 2021. One third of these options will become exercisable on February 10, 2022, February 10, 2023 and February 10, 2024. These options were granted with an exercise price equal to the closing stock price on the date of grant of $29.39. The amount for Mr. Pelkey includes additional non-qualified stock options granted on June 4, 2021 as a result of being named Vice President and Acting Chief Financial Officer. These options were granted with an exercise price equal to the closing stock price on the date of grant of $33.21. (5) Grant Date Fair Value of Stock and Option Awards – The values in this column reflect the grant date fair value of performance units (basedand non-qualified stock options granted in 2021, calculated in accordance with FASB ASC Topic 718 and, for performance units, based on the probable outcome of the performance conditions which(which is the target number); RSUs, restricted stocktarget). For more information and stock options grantedassumptions used in 2018, calculatedvaluing these awards, see Note 4, Stock Plans and Share-Based Compensation in accordancethe Notes to the Consolidated Financial Statements in the 2021 Annual Report, which was filed with FASB ASC Topic 718.the SEC on February 16, 2022, and, for the grant date value of the performance units if maximum levels of performance are achieved, see footnote 3 to the Summary Compensation Table above. 2022 Proxy Statement WWW.CSX.COM          4959 Table of Contents Compensation Discussion and AnalysisCOMPENSATION DISCUSSION AND ANALYSIS 2018 OUTSTANDING EQUITY AWARDS AT FISCAL YEAR END2021 Outstanding Equity Awards at Fiscal Year End The table below presents information pertaining to all outstanding equity awards held by the NEOs as of December 31, 2018.2021. Stock awards are comprised of outstanding performance units, non-qualified stock options, RSUsrestricted stock and restricted stock.stock units. Options Stock Awards   Option Awards   Stock Awards Name Number of Securities Underlying Exercisable Options (#) Number of Securities Underlying Unexercisable Options (#) Option Exercise Price Option Expiration Date Number of Shares or Units of Stock That Have Not Vested(1) (#) Market Value of Shares or Units of Stock That Have Not Vested(2) ($) Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested(3) (#) Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested(4) ($)   Options Exercisable   Options Unexercisable(1)   Option Price   Option Expiration Date   Shares Not Vested(2)   Market Value(3)   Equity Incentive Awards Not Vested(4)   Market Value(5)   James M. Foote — 242,229      $ 53.82 02/06/28 — — 236,176            $ 14,673,615       228,120       —       $17.64       10/25/27       103,788       $3,902,429       690,447       $25,960,807   — 76,040 $ 52.92 10/25/27 — — — —   726,687   —   17.94   2/6/28                 Frank A. Lonegro — 53,829 $ 53.82 02/06/28 47,375   $ 2,943,409 97,586 $ 6,063,018 — 59,312 $ 48.39 02/22/27 — — — —   453,090   233,409   22.70   2/6/29                 — 82,599 $ 24.13 02/10/26 — — — —   318,159   636,318   26.50   2/18/30                 Edmond L. Harris — 53,829 $ 53.82 02/06/28 23,074 $ 1,433,588 43,852 $ 2,724,525 — 53,652 $ 58.48 01/10/28 — — — —   —   388,119   29.39   2/10/31                 Mark K. Wallace — 53,829 $ 53.82 02/06/28 42,715 $ 2,653,883 91,652 $ 5,694,339 Sean R. Pelkey   2,223   —   16.13   2/22/27   9,063   340,769   34,850   1,310,360     10,632   —   17.94   2/6/28                   6,222   3,207   22.70   2/6/29                   6,615   13,233   26.50   2/18/30                   —   7,701   29.49   2/9/31                   —   22,173   33.21   6/4/31                 Kevin S. Boone   15,969   —   17.59   10/1/27   26,412   993,091   161,483   6,071,761     15,084   —   17.94   2/6/28                   8,880   4,575   22.70   2/6/29                   —   246,507   23.48   12/4/29                   72,309   144,618   26.50   2/18/30                   —   93,150   29.49   2/9/31                 Jamie J. Boychuk   12,261   —   17.99   5/26/27   26,721   1,004,710   161,483   6,071,761     12,858   —   17.94   2/6/28                   10,704   5,514   22.70   2/6/29                   —   240,000   26.31   4/17/29                   72,309   144,618   26.50   2/18/30                 — 47,966 $ 47.28 03/29/27 — — — —   —   93,150   29.49   2/9/31                 Nathan D. Goldman — 53,829 $ 53.82 02/06/28 27,016 $ 1,678,504 49,226 $ 3,058,411   161,487   —   17.94   2/6/28   18,267   686,839   123,452   4,641,795   — 5,931 $ 48.39 02/22/27 — — — —   90,618   46,683   22.70   2/6/29                 — 11,013 $ 24.13 02/10/26 — — — —   —   211,293   23.48   12/4/29                 38,241 — $ 24.99 12/08/25 — — — —   57,846   115,695   26.50   2/18/30                   —   68,310   29.49   2/9/31                 Diana B. Sorfleet   13,344   —   16.13   2/22/27   18,267   686,839   123,452   4,641,795     25,434   —   17.94   2/6/28                   90,618   46,683   22.70   2/6/29                   57,846   115,695   26.50   2/18/30                   —   68,310   29.49   2/9/31                 Mark K. Wallace   90,618   44,089   22.70   2/6/29   24,909   936,578   161,483   6,071,761     72,309   144,618   26.50   2/18/30                   —   93,150   29.49   2/9/31                 (1) Number of Securities Underlying Unexercised Options (Unexercisable) – All stock options were granted 10 years prior to the Option Expiration Date listed in the table above. The stock options granted to all NEOs prior to 2019, to Mr. Boychuk on April 17, 2019, and to Messrs. Boone and Goldman on December 4, 2019, in each case, vest and become exercisable on the third anniversary of the date of grant, generally subject to the NEO’s continued service through the applicable vesting date. The other stock options granted to the NEOs in 2020, and the stock options granted to the NEOs in 2021, vest and become exercisable on a three-year graded vesting schedule on each of the first three anniversaries of the grant date, generally subject to the NEO’s continued service through the applicable vesting date. (2) Number of Shares or Units of Stock That Have Not Vested—Vested – The units reflected in this column represent RSUsrestricted stock units granted in February 20162019 to Messrs. Boone, Boychuk and 2017Pelkey that will vest in 2019 and 2020, respectively, assuming2022, generally subject to the NEO’s continued employment.service through the applicable vesting date. This column also includes 19,395 shares of restricted stock awarded to Mr. Lonegrounits granted in February 2016 that will vest in February 2021; also included are 23,074 and 30,765 shares of restricted stock awarded2021 pursuant to Messrs. Harris and Wallace, respectively, in August 2018 that will vest in August 2021; and 23,734 shares of restricted stock awarded to Mr. Goldman in May 2016 that will vest in May 2019. the 2021-2023 LTIP cycle. (2)(3) Market Valuevalue of Shares or Units of Stock That Have Not Vested—Vested – The market values are based on the closing price of the Company’s closingcommon stock price as of December 31, 2018,2021, the last trading day of 2018,2021, of $62.13.$37.60. 60 Table of Contents COMPENSATION DISCUSSION AND ANALYSIS (3)(4) Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested—In accordance with the SEC requirements forVested – The amounts reflected in this table, the number of shares shown in the column above represents the sum of therepresent performance units that would be payablegranted under the 2017-20192020-2022 and 2018-2020 LTIPs if the Company’s cumulative performance through 2018 was applied to each plan’s performance measures.2021-2023 LTIPs. The Company’s 2018 performance would have resulted in a 200% payout for the 2017-2019 LTIP and 200% for the 2018-2020 LTIP, even though these cycles are not yet complete. Because this performance would have exceeded the target performance goals, the SEC requires that projected payouts be shown at the next higher performance measure; therefore, the number of performance units shown is equal to the maximum payout for bothtarget number of performance units granted under the 2017-20192020-2022 LTIP (200%)cycle and the 2018-2020threshold number of performance units granted under the 2021-2023 LTIP (200%). cycle. These performance units are eligible to be earned and vest based on achievement of Company performance measures over the applicable performance period. (4)(5) Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested—Vested – The market values are based on the closing price of the Company’s closingcommon stock price as of December 31, 2018,2021, the last trading day of 2018,2021, of $62.13. $37.60 per share. 50          CSX Corporation 2019 Proxy Statement Table of Contents Compensation Discussion2021 Option Exercises and Analysis 2018 OPTION EXERCISES AND STOCK VESTED TABLEStock Vested Table The table below presents the value of performance units, RSUsnon-qualified stock options, restricted stock units and restricted stock that vested in 2018.2021.    Option Awards       Stock Awards   Option Awards   Stock Awards Name Shares Acquired on Exercise Value Realized on Exercise Shares Acquired on Vesting(1) Value Realized on Vesting(2)       Shares Acquired on Exercise(1)       Value Realized on Exercise(2)       Shares Acquired on Vesting(3)       Value Realized on Vesting(4)   James M. Foote — — — —       —       —       368,808       12,576,353   Frank A. Lonegro — — 59,588          $ 3,861,834 Edmond L. Harris — — — — Kevin S. Boone   —   —   72,725   2,444,386   Sean R. Pelkey   4,131   106,842   15,902   518,260   Jamie J. Boychuk   —   —   79,428   2,660,394   Nathan D. Goldman   90,555   2,248,500   77,362   2,638,044   Diana B. Sorfleet   24,780   647,031   80,323   2,725,443   Mark K. Wallace — — 6,573 $ 408,380   305,385   4,944,867   167,509   5,526,544   Nathan D. Goldman — — 9,162 $ 579,605 (1) Shares Acquired on Exercise – Reflects the number of shares acquired on the exercise of non-qualified stock options that were exercised by Mr. Pelkey on April 22, 2021, Mr. Goldman on April 22, 2021 and October 22, 2021, Ms. Sorfleet on April 26, 2021, and Mr. Wallace on May 10, 2021 and September 8, 2021. (2) Value Realized on Exercise – The value in this column reflects the number of non-qualified stock options exercised by Messrs. Pelkey, Goldman, Wallace and Ms. Sorfleet multiplied by the difference between the grant’s exercise price and the Company’s common stock price at the time of exercise. (3) Shares Acquired on Vesting – Shares acquired through stock awards include: (i) performance units that were paid out pursuant to the 2016-20182019-2021 LTIP; (ii) RSUsrestricted stock units that vested in May 2018;February 2021 pursuant to the 2018-2020 LTIP; and (iii) RSUsrestricted stock that vested for Messrs. Pelkey, Boone and Boychuk on September 4, 2021, and for Mr. Wallace on December 31, 2018, as part of his hiring package. Messrs. Foote, Harris and Wallace did not receive awards under the 2016-2018 LTIP as they were not employed with CSX at the time of grant. August 2, 2021. (2)(4) Value Realized on Vesting – The values in this column reflect: (i) the number of performance units paid out pursuant to the 2016-20182019-2021 LTIP cycle multiplied by $65.09,$34.10, the closing price of the Company’s common stock price on January 17, 2019; and21, 2022, the date the performance units were paid out; (ii) the aggregate number of shares of restricted stock and RSUsrestricted stock units that vested in 20182021 multiplied by the closing price of CSX common stock on the applicable vesting date. 2022 Proxy Statement 61 Table of Contents COMPENSATION DISCUSSION AND ANALYSIS 2018 PENSION BENEFITS TABLE As reflected by the2021 Pension Benefits Table, and as As described below, CSX maintains closed defined benefit pension plans (qualified and nonqualified)non-qualified) under which the NEOs are eligible for benefits. Name    Plan Name Number of Years Credited Service Present Value of Accumulated Benefits(1) Payments During Last FY       Plan Name       Years Credited Service       Present Value Accumulated Benefits(1)       Payments During Last FY   James M. Foote Qualified CSX Pension Plan 1.25           $ 31,402 —       Qualified CSX Pension Plan       4.250       $    131,189           Nonqualified Special Retirement Plan 1.25 $ 418,875 — Frank A. Lonegro Qualified CSX Pension Plan 18.583 $ 680,917 — Nonqualified Special Retirement Plan 18.583 $ 2,062,600 — Edmond L. Harris Qualified CSX Pension Plan 1.000 $ 29,778 — Nonqualified Special Retirement Plan 1.000 $ 149,418 —   Nonqualified Special Retirement Plan   4.250   1,990,358       Kevin S. Boone   Qualified CSX Pension Plan   4.333   100,098         Nonqualified Special Retirement Plan   4.333   289,417       Sean R. Pelkey   Qualified CSX Pension Plan   16.500   232,697         Nonqualified Special Retirement Plan   16.500   117,670       Jamie J. Boychuk   Qualified CSX Pension Plan   4.667   107,444         Nonqualified Special Retirement Plan   4.667   300,135       Nathan D. Goldman   Qualified CSX Pension Plan   18.583   503,522         Nonqualified Special Retirement Plan   18.583   832,478       Diana B. Sorfleet   Qualified CSX Pension Plan   10.583   297,422         Nonqualified Special Retirement Plan   10.583   499,359       Mark K. Wallace Qualified CSX Pension Plan 1.833 $ 43,597 —   Qualified CSX Pension Plan   4.833   125,096       Nonqualified Special Retirement Plan 1.833 $ 204,255 — Nathan D. Goldman Qualified CSX Pension Plan 15.583 $ 353,107 — Nonqualified Special Retirement Plan 15.583 $ 447,430 —   Nonqualified Special Retirement Plan   4.833   530,438       (1) For each of the NEOs, pension benefits accrue based on a “cash balance” formula. Under the terms of the Special Retirement Plan, nonqualified pension benefits can be paid in the same form as under the Pension Plan. Qualified CSX Pension Plan Cash Balance Formula for Employees Hired on or After January 1, 2003 Non-union employees who become eligible to participate in the Pension Plan on or after January 1, 2003 earn pension benefits under the cash balance formula. Thesecash balance formula, benefits are expressed in the form of a hypothetical account balance. For each month of service, the participant’s account is credited with a percentage of the participant’s pay for that month. The percentage of pay credited is determined based on the participant’s age and years of service. Messrs. Foote, Goldman, Harris and Wallace are covered under the Cash Balance Pay Formula as described below. The hypothetical account earns interest credits on a monthly basis based on the annual 10-year Treasury bond rate and the participant’s account balance as of the end of the prior month. The average annual interest crediting rate used for 2018 was 3.66%. The resulting benefit is subject to a cap imposed under Section 415 of the Code (the “415 Limit”). The 415 Limit for 2018 was $220,000 (for a life annuity at age 65) and is subject to adjustment for future cost of living changes. Further, under the Code, the maximum amount of pay that may be taken into account for any year is limited. This limit (the “Compensation Limit”) is $275,000 for 2018 and is also subject to adjustment for future cost of living changes. WWW.CSX.COM          51 Table of Contents Compensation Discussion and Analysis ● Vesting—Benefits under this formula vest upon the earlier of the completion of three years of service or attainment of age 65. ● Form of Payment of Benefits—Benefits under this formula may be paid upon termination of employment or retirement as a lump sum or in various annuity forms. The valuation method and actuarial factors used to determine the present value of accumulated benefits shown in the table are described in the 2018 Annual Report. Final Average Pay Formula For management employees hired or promoted from a union position prior to January 1, 2003, the final average pay formula provides for a benefit in the form of a life annuity starting at age 65. The compensation used under this formula includes the highest aggregate base salary and short-term incentive payments for the employee’s highest consecutive 60-month period. The benefit is equal to 1.5% of the employee’s final average pay multiplied by their years of CSX service. This amount is then reduced by 40% of the employee’s Social Security benefits or 60% of the employee’s Railroad Retirement benefits, or both, as applicable. Mr. Lonegro was hired before January 1, 2003, and as such, is eligible for benefits based on the final average pay formula. He is the only NEO under this formula. The 415 Limit and Compensation Limit also apply in determining benefits under the final average pay formula. ● Transfer Benefits—The Pension Plan provides an enhancement to the pension benefits of those participants who transfer from a position covered by Railroad Retirement to a position covered by Social Security before January 1, 2015. This enhancement is to make up for any retirement benefit lost due to discontinuance of Railroad Retirement service. This provision is applicable to Mr. Lonegro. ● Vesting—Benefits under this formula vest upon the earlier of the completion of five years of service or attainment of age 65. The benefits under this formula have vested for Mr. Lonegro. ● Early Retirement—Normal retirement age is 65. However, employees with 10 years of service may retire as early as age 55, but with a reduction from full benefits to reflect early commencement of the benefit prior to age 65. If an active participant reaches age 55 with 10 years of service, the reduction for early retirementNEO’s account is 1/360thcredited with a percentage of the pension benefitparticipant’s pay for each monththat month. The percentage of pay credited is determined based on the benefit commences prior toparticipant’s age 60 (rather than age 65). ● Formand years of Payment of Benefits—Benefits under this formula are payable in various annuity forms at retirement. The valuation method and actuarial factors used to determine the present value of accumulated benefits shown in the table are described in the 2018 Annual Report.service. Special Retirement Plan of CSX and Affiliated Corporations The Special Retirement Plan is a nonqualified plan that covers CSX employees, including the NEOs, whose compensation exceeds the Compensation Limit. The purpose of the Special Retirement Plan is to assist CSX in attracting and retaining key executives by allowing the Company to offer competitive pension benefits. The formula duplicates the qualified plan formula but provides for the payment of benefits that would otherwise not be provided under the Pension Plan due to the 415 Limit and the Compensation Limit, both described above. Nonqualified pension benefits can be paid in the same form as under the Pension Plan. Pension benefits under the Special Retirement Plan are subject to: (i) suspension and possible forfeiture if a retired executive competes with the Company or engages in acts detrimental to the Company; or (ii) forfeiture if an executive is terminated for engaging in acts detrimental to the Company. The valuation method and actuarial factors used to determine the present value of accumulated benefits shown in thePension Benefits Tablefor the Special Retirement Plan are described in the 2018 Annual Report. 52          CSX Corporation 2019 Proxy Statement Table of Contents Compensation Discussion and Analysis 2018 NONQUALIFIED DEFERRED COMPENSATION TABLE TheNonqualified2021 Non-qualified Deferred Compensation Table The following table presents a summary of 20182021 contributions made under the EDCP,Executives’ Deferred Compensation Plan, as well as 2018associated 2021 earnings, distributions and year-end balances. Two types of deferrals are represented below: cash and CSX stock deferrals. Cash deferrals include deferred portions of an NEO’s base salary and short-term incentive payments. CSX stock deferrals include deferred portions of compensation payable in the form of CSX common stock. Name Executive Contributions in Last Fiscal Year(1) ($) Registrant Contributions in Last Fiscal Year(2) ($) Aggregate Earnings in Last Fiscal Year(3) ($) Aggregate Distributions in Last Fiscal Year(4) ($) Aggregate Balance Last in Fiscal Year ($)   Executive Contributions Last Fiscal Year(1)   Registrant Contributions Last Fiscal Year(2)   Aggregate Earnings Last Fiscal Year(3)   Aggregate Distributions Last Fiscal Year   Aggregate Balance Last Fiscal Year End   James M. Foote              $   73,250              $   35,073      ($ 8,479 ) —            $ 90,896       87,500       41,635       138,356       —       686,605   Frank A. Lonegro $ 13,500 $ 7,875 ($   21,450 ) — $   918,697 Edmond L. Harris $ 17,875 $ 10,427 $ 27 — $ 25,756 Sean R. Pelkey   —   —   —   —   —   Kevin S. Boone   23,500   13,708   8,971   —   81,907   Jamie J. Boychuk   22,550   13,154   6,023   —   41,727   Nathan D. Goldman   15,375   8,969   4,004   —   124,099   Diana B. Sorfleet   15,250   8,896   29,460   —   187,949   Mark K. Wallace — — — — —   24,700   14,408   17,337   —   3,557   Nathan D. Goldman $ 13,500 $ 7,875 $ 142 — $ 46,235 (1) Executive Contributions in Last in Fiscal Year - Executive contributions – The values in 2018this column reflect salary deferred by the NEOs in 2021 under the EDCPEDCP. These amounts are also reportedincluded in the Salary column of the Summary Compensation Table. Table. (2) RegistrantCompany Contributions in Last Fiscal Year - – Company contributions in 20182021 are also reported in the All Other Compensation column of the Summary Compensation Table. Table. (3) Aggregate Earnings in Last Fiscal Year - – Earnings on cash deferrals include the total gains and losses credited in 20182021 based on participant investment elections. Earnings on CSX stock deferrals reflect the difference between the closing stock price on the last trading day of 2017 and 2018, plus any dividends credited in 2018. 62 Table of Contents COMPENSATION DISCUSSION AND ANALYSIS POTENTIAL PAYOUTS UNDER CHANGE-OF-CONTROL AGREEMENTSPotential Payouts Under Change-of-Control Agreements The following table presents the severance benefits to which each of the NEOs would be entitled as of December 31, 2018,2021, under his or her Change-of-Control Agreement upon the hypothetical termination of employment following a change-of-control: (i) by CSX other than for “cause”cause or “disability”;disability; (ii) by the NEO for “good reason”;good reason; or (iii) upon a constructive termination. The definitions of “change of control”, “cause”, “disability”, “good reason” and “constructive termination.” A change-of-control wouldtermination” are set forth in the Change-of-Control Agreements. No payments have been made to any NEO pursuant to the Change-of-Control Agreements. Mr. Wallace is not resultincluded in retirement benefit increases or excise tax gross ups. Further, the pro-ratatable below due to his untimely passing on November 28, 2021. He received a prorated bonus payment would be based on target bonus instead ofand all outstanding equity, which will vest per the highest annual bonus.original vesting schedules. Name Severance(1) Pro-rata Bonus Payment(2) Equity(3) Welfare Benefit Values(4) Outplacement(5) Aggregate Payments   Severance ($)(1)   Pro-Rata Bonus Payment ($)(2)   Equity ($)(3)   Welfare Benefit Values ($)(4)   Outplacements ($)   Aggregate Payments ($)   James M. Foote    $ 8,513,542 $ 3,052,081 $ 10,050,059 $ 29,416               $ 20,000 $ 21,665,098       12,333,750       5,250,000       73,152,498       22,752       40,000       90,799,000   Frank A. Lonegro $ 2,882,167 $ 900,000 $ 10,445,034 $ 73,368 $ 20,000 $ 14,320,569 Edmond L. Harris $ 3,458,600 $ 1,060,435 $ 3,438,999 $ 5,256 $ 20,000 $ 7,983,290 Mark K. Wallace $ 3,170,383 $ 990,000 $ 5,918,213 $ 73,368 $ 20,000 $ 10,171,964 Sean R. Pelkey   1,754,400   479,165   2,029,133   54,648   20,000   4,337,346   Kevin S. Boone   4,186,000   1,120,000   13,767,839   81,972   40,000   19,195,811   Jamie J. Boychuk   4,186,000   1,120,000   12,937,635   80,942   40,000   18,364,577   Nathan D. Goldman $ 2,882,167 $ 900,000 $ 4,552,980 $ 73,368 $ 20,000 $ 8,428,515   3,124,550   792,000   16,309,120   58,392   40,000   20,324,062   Diana B. Sorfleet   3,124,550   792,000   10,938,054   81,972   40,000   14,976,576   (1) Severance—Severance – Represents a cash severance payment equal to 2.99 times the sum of the NEO’s (except Mr. Pelkey) annual base salary at the time of the termination and the “target bonus”. The cash severance payment for Mr. Pelkey is equal to 2 times the sum of his annual base salary and “target bonus”. (2) Pro-rata Bonus Payment—The “annual bonus”Payment – Represents the annual bonus that would have been payable based upon the Executive’s target incentive opportunityNEO’s Target Incentive Opportunity and the plan’s achievementpayout percentage pro-rated(160% of target for 2021, as described above). Because the numberhypothetical termination is occurring on the last day of daysthe year, the amount in the calendar year prior to a hypothetical termination of employment as of December 31, 2018. table is not prorated. (3) Equity—FullEquity – Represents the value of outstanding equity awards that would vest in connection with the transaction, including LTIP performance unit payoutunits based on 100% attainment of target levels under the 2016-2018, 2017-20192019-2021, 2020-2022 and 2018-2020 LTIPs; full vesting of outstanding RSUs2021-2023 LTIPs and restricted stock awards; as well as the value of outstanding stock options, each based upon the closing price of the Company’s common stock price on December 31, 2018, the last trading day2021 of 2018, of $62.13. $37.60 per share. (4) Welfare Benefit Values—Values – Estimated values associated with the continuation of medical, prescription, dental, disability, employee life, group life, accidental death and travel accident insurance for three years post-termination following a change-of-control. (5) Outplacement—Executive is provided with outplacement services not to exceed $20,000. WWW.CSX.COM          53 Table of Contents Compensation Discussion and Analysis How is change-of-control defined? Under the agreements described below,Benefits Provided Following a “change-of-control” generally includes any of the following:Change-of-Control ● the acquisition of beneficial ownership of 20% or more of CSX’s outstanding common stock or the combined voting power of CSX’s outstanding voting stock by an individual or group as defined under applicable SEC rules; ● if individuals, who as of the date of the Change-of-Control Agreement, constitute the Board (the “Incumbent Board”) cease for any reason to constitute at least a majority of the Board; provided, however, that any individual becoming a director subsequent to such date whose election or nomination for election by the Company’s shareholders was approved by a vote of at least a majority of the directors then comprising the Incumbent Board shall be considered as though such individual were a member of the Incumbent Board, but excluding, for this purpose, any such individual whose initial assumption of office occurs as a result of an actual or threatened election contest with respect to the election or removal of directors or other actual or threatened solicitation of proxies or consents by or on behalf of an individual, entity or group (as defined under applicable SEC rules); ● a business combination (such as a merger, consolidation or disposition of substantially all of the assets of CSX or its principal subsidiary), excluding business combinations where: (i) the individuals or entities who held more than 50% of the outstanding voting securities immediately prior to such combination continue to beneficially own more than 50% of the outstanding shares and the combined voting power of the then outstanding voting shares; (ii) no person (excluding any corporation resulting from such a business combination or any employee benefit plan of the Company) beneficially owns, directly or indirectly, 20% or more of the then outstanding shares of common stock of the entity resulting from such business combination; and (iii) at least a majority of the board of directors of the entity resulting from such a business combination were members of the board at the time of the action of the board approving the business combination; or ● the liquidation or dissolution of CSX or its principal subsidiary. Each Change-of-Control Agreement provides for salary and certain benefits to be continued at no less than specified levels generallythat for a period of up to three years after a change-of-control (or, if later, 12 months following the final decision by an agency of a regulated business combination) (the “Employment Period”), and for certain payments and other benefits to be paid or provided by CSX upon an executive’s termination of employment within the Employment Period. No payments have been made to any NEO pursuant to the Change-of-Control Agreements. If a change-of-control occurs, what benefits are provided during the Employment Period where no termination has occurred? During the Employment Period, CSX is required to: ●■ Pay the executive an annual base salary that is at least equal to the highest base salary payable to the executive in the 12-month period immediately preceding the Employment Period (although certain reductions in salary that are also applicable to similarly situated peersimilarly-situated Company executives may be permitted); ●■ Provide the executive with an opportunity to earn an annual incentive payment at a minimum, target and maximum level that is not less favorable than the executive’s opportunity to earn such annual incentives prior to the Employment Period (although certain reductions also applicable to similarly situated peersimilarly-situated Company executives may be permitted); and ●■ Ensure the executive is eligible to participate in incentive, retirement, health and group benefits and other retirement–related benefit plans and to benefit from paid vacation and other policies of CSX and its affiliates, on a basis not less favorable than the benefits generally available to the executive before the Employment Period (or the benefits generally available to peerother executives at any time after the beginning of the Employment Period, whichever is more favorable). 2022 Proxy Statement 63 If a change-of-control occurs, what benefits are providedTable of Contents COMPENSATION DISCUSSION AND ANALYSIS Benefits Provided if the NEONEO’s Employment is terminated?Terminated Following a Change-of-Control Under theEach Change-of-Control Agreements, CSX will provide severance payments and other benefits to NEOs upon their termination of employment during the Employment Period. The amount of benefits depends on the reason for termination as discussed below. 54          CSX Corporation 2019 Proxy Statement Table of Contents Compensation Discussion and Analysis Termination Without “Cause,” Resignation for “Good Reason” or “Constructive Termination.” Agreement provides that CSX will pay to the NEO the severance benefits described below if, during the Employment Period, CSX terminates the NEO’s employment without “cause”,other than for cause or disability, if the NEO resigns for “good reason”good reason or upon a “constructive termination.”constructive termination (as such terms are defined in the Change-of-Control Agreements). An NEO whose employment is terminated without “cause”cause in anticipation of a change-of-control is also entitled to the following benefits. Cash Severance Payment—A lump sum cash severance payment equal to the sum of the following: ●■ Executive’s accrued pay (unpaid salary and unused vacation) and pro-rated bonus determined using theNEO’s “annual bonus” based upon the Executive’sNEO’s target incentive opportunity and the plan’s achievement percentage pro-ratedprorated for the number of days in the calendar year prior to a hypothetical termination of employment; and ●■ 2.99 times (2 times for Mr. Pelkey) the sum of the NEO’s annual base salary and the NEO’s “target bonus” (the Company provides the best-net-benefit meaning that to the extent an NEO would have a higher net benefit if he or she avoided excise taxes due to an excess parachute payment, the Change-of-Control Agreement provides for an automatic downward adjustment to prevent an excess parachute payment).annual bonus.” Medical and Other Group Benefits—The equivalent of continued medical and life insurance and other health and group benefits coverage for three years after termination of employment at a level at least as favorable as the benefits provided to the NEO during the Employment Period (or the benefits then generally available to peerother executives, whichever is more favorable). Outplacement—Outplacement services at a cost to CSX not to exceed $20,000.$40,000. Termination for Other Reasons—If the executive’s employment is terminated due to the executive’s death or disability, or voluntarily by the executive, CSX will make a lump sum cash payment equal to the executive’s accrued pay (which includes unpaid base salary and unused vacation). If the executive’s employment is terminated by CSX for “cause,” CSX will pay the executive a lump-sum cash payment of any unpaid portion of his or her annual base salary through the date of termination.Change-of-Control Benefits Definitions: “Cause” generally refers to: (i) the willful and continued failure of the NEO to perform his or her duties to CSX; or (ii) the willful engagement in illegal conduct or gross misconduct that is materially and demonstrably injurious to CSX. “Constructive termination” applies in the case of a business combination subject to the approval of the Surface Transportation Board, and refers to the occurrence of any of the following during the portion of the Employment Period prior to that agency’s final decision: ● the substantial diminution of the NEO’s duties or responsibilities; ● a reduction in compensation payable during the Employment Period (other than a reduction in incentive opportunities, benefits and perquisites where the NEO’s peer executives suffer a comparable reduction); ● CSX’s requiring the NEO to be based more than 35 miles from his or her location or to travel on business to a materially greater extent than before; or ● any purported termination by CSX of the NEO’s employment other than for “cause.” “Disability” generally refers to the NEO’s absence from duties for 180 consecutive business days as a result of total and permanent mental or physical illness. “Good reason” generally refers to the occurrence of any of the following: ● the assignment to the NEO of duties inconsistent with, or a diminution of his or her position, authority, duties or responsibilities; ● any failure of CSX to comply with its compensation obligations during the Employment Period; ● CSX’s requiring the NEO to be based more than 35 miles from his or her location or to travel on business to a materially greater extent than before; ● any purported termination by CSX of the NEO’s employment other than as permitted by the Change-of-Control Agreements; or ● any failure of CSX to require a successor to assume the Change-of-Control Agreement. Are there any other “change-of-control” rights available to the NEOs other than those contained in the executives’ Change-of-Control Agreements? Yes. Pursuant to the terms of the 2010 Stock Plan,Plans, in the event of a change-of-control combined with involuntary employment termination equity awards are impacted as follows:of employment: (i) by CSX without cause; or (ii) by the NEO for good reason, in either case, within three years following a change of control: ●■ Performance grants vestPerformance-based equity awards are deemed earned at target levels and cancelled in exchange for a cash payment equal to the fair market value of a share multiplied by the shares subject to the awards at target levels; ●■ RSUsRestricted stock units and unvested stock options are payable immediatelycancelled in cash;exchange for a cash payment equal to the fair market value of a share, minus the exercise price, if applicable, multiplied by the number of shares subject to the award; and ●■ Restricted stock immediately vests.vests in full. WWW.CSX.COM          55 Table of Contents Compensation Discussion and Analysis What is the impactImpact of a change-of-controlChange-of-Control on deferred compensationDeferred Compensation (EDCP) and retirement plan benefits?Retirement Plan Benefits In accordance with the terms of the EDCP, distribution of the entire account balance shall be made to participants upon a change-of-control unless(as defined in the individual participant elects otherwise.EDCP). The Special Retirement Plan also contains certain change-of-control provisions. Does the Company provide tax gross-upsNo Tax Gross-Ups for excess parachute payments?Excess Parachute Payments No. The Company does not provide gross-up payments for excess parachute excise taxes. Rather, the Change-of-Control Agreements provide that the Company will provide the best-net-benefit, meaning that to the extent an NEO would have a higher net after-tax benefit if his or her payments were reduced so as to avoid excise taxes due to an excess parachute payment, the payments will be automatically adjusted downward to prevent an excess parachute payment. No amounts are reduced in any of the tables to give effect to any such reduction. 64 Table of Contents COMPENSATION DISCUSSION AND ANALYSIS Post-Employment Compensation - Termination without Cause by the Company or by the Executive for Good Reason (Other than in connection with a Change-of-Control) The following table presents the severance benefits to which each of the NEO’sNEOs would be entitled as of December 31, 2018,2021, under the applicable severance arrangement assuming the NEO was terminated “without cause” by the Company or by the executive for “good reason.” Mr. Wallace is not included in the table below due to his untimely passing on November 28, 2021. Name Severance(1) Stock Awards(2) Option Awards(2) Non-Equity Incentive Plan Compensation(3) Pension Enhancement(4) Other Compensation(5) Total Compensation Payable   Severance ($)(1)   Stock Awards ($)(2)   Option Awards ($)(2)   Non-Equity Incentive Plan Compensation ($)(3)   Other Compensation ($)(4)   Total Compensation Payable ($)   James M. Foote    $ 5,625,000  $ 7,336,807  $ 2,713,251           $ 3,052,081 —            $ 32,876     $   18,760,015       8,250,000       30,304,735       42,847,763       5,250,000       57,832       86,710,330   Frank A. Lonegro $ 1,450,000 $ 5,469,180 $ 3,796,108 $ 900,000         $ 2,678,045 $ 52,304 $ 14,400,580 Edmond L. Harris $ 1,740,000 $ 2,795,850 $ 643,149 $ 1,060,435 — $ 32,000 $ 6,271,434 Mark K. Wallace $ 2,090,000 $ 2,130,748 $ 591,761 $ 990,000 — $   151,668 $ 5,954,177 Sean R. Pelkey   387,000   510,660   777,391   479,165   55,172   2,209,388   Kevin S. Boone   175,000   3,755,751   7,459,048   1,120,000   75,172   12,584,971   Jamie J. Boychuk   175,000   3,777,822   6,606,397   1,120,000   74,829   11,754,048   Nathan D. Goldman $ 1,450,000 $ 2,246,621 $ 590,074 $ 900,000 $ 176,729 $ 52,304 $ 5,415,728   412,500   3,711,797   10,683,559   792,000   67,312   15,667,168   Diana B. Sorfleet   412,500   3,711,797   5,312,493   792,000   75,172   10,303,962   (1) Severance – Per theirhis employment agreements, Messrs.agreement, Mr. Foote and Wallace would receive two times their annual salary plus two times their target annual bonus and Mr. Harris would receive two times his annual salary plus onetwo times his target annual bonus. All other NEOs have their severance payment determined by the management employee severance pay schedule based on tenure. Under the Section 16 Officer Severance Plan,management severance policy, Messrs. LonegroGoldman and GoldmanPelkey and Ms. Sorfleet would receive two times their annual salary plus one times their target annual bonus. The Section 16 Officer Severance Plan expired on February 22, 2019. As such, Messrs. Lonegro and Goldman would receive one year’s annual salary and nine months’ salary respectively.and Messrs. Boone and Boychuk would receive three months’ salary. (2) Stock and Option Awards – This includes a prorated amount of all outstanding equity awards as of December 31, 2018,2021, except for Messrs.Mr. Foote, and Harris who would receive theirhis full award (not prorated), per theirhis respective employment agreements.agreement. However, all equity would be settled according to each grant’s original vesting schedule. All performance unit calculations in the table assume a target performance; however, actual vesting would be based on Company performance. All equity awards have been valued using the closing stock price on December 31, 20182021 (the last trading day of 2018)2021) of $62.13.$37.60. The Option Awards have been calculated using the difference between the respective grant’s exercise price and the closing stock price on December 31, 2018,2021, multiplied by the prorated number of Options held by eachthe NEO. The prorated Options would remain outstanding until the end of their originally scheduled term. Mr. Foote’s stock and option awards are also subject to vesting at retirement. (3) These amounts represent what each NEO would receive as a prorated 2018Non-Equity Incentive Plan Compensation - Represents the annual bonus award, adjustedthat would have been payable based upon the NEO’s Target Incentive Opportunity and the plan’s payout percentage (160% of target for Company performance.2021, as described above). Because the hypothetical termination is occurring on the last day of the year, the amount in the table is not prorated. (4) Per the Section 16 Officer Severance Plan and the Executive Severance Plan, these amounts represent what Messrs. Lonegro and GoldmanOther Compensation – Each NEO would receive as a pension enhancement credit equivalentbe eligible to an additional three years of age and two years of service. This provision expired on February 22, 2019. (5) In accordance with the Section 16 Officer Severance Plan, each NEO would receive outplacement and financial planning services not to exceed $20,000$40,000 and $12,000, respectively. In addition, each would also have the option to continue their medical and dental benefits if they elected to receive their severance as monthly installments over athe period of one year. Per Mr. Wallace’s employment agreement, he also would receive a relocation benefit estimated at $100,000.their monthly severance payments are made. 56          CSX Corporation 2019 2022 Proxy Statement 65 Table of Contents The Compensation Committee has reviewed and discussed the Compensation Discussion and Analysis with management. Based on its review and on the discussion described above, the Compensation Committee recommended to the full Board that the Compensation Discussion and Analysis be included in this Proxy Statement. Compensation CommitteeCEO Pay Ratio Steven T. Halverson (Chair) Donna M. Alvarado Linda H. Riefler John J. Zillmer March 12, 2019 WWW.CSX.COM          57 Table of Contents As required by Section 953(b) of the Dodd-Frank Wall Street Reform and Consumer Protection Act (the “Dodd-Frank Act”), and Item 402(u) of Regulation S-K, the Company is providing the following information about the ratio of the annual total compensation of CSX’s median employee and the annual total compensation of Mr. Foote as of December 31, 2018.Foote. The pay ratio included in this information is a reasonable estimate calculated in a manner consistent with Item 402(u) of Regulation S-K. For 2018,2021, the last completed fiscal year: ●  ■ The annual total compensation of the individual identified as the Company’s median employee, other than the CEO, was $105,169.$107,772. ● ■ The annual total compensation of the CEO was $13,781,988.$20,014,390. ● ■ Based on this information, the ratio for 20182021 of the annual total compensation of Mr. Foote to the annual total compensation of the median employee was 131186 to 1. Due to changes in the Company’s workforce from 2017, theThe Company identified a new median employee as of year-end 2018.2021. To identify the median employee, as well as to determine the annual total compensation of Mr. Foote, the following analysis occurred: 1. 1. As of December 31, 2018,2021, the Company’s employee population consisted of approximately 22,475 employees (as reported in Item 1, Business, in the 2018 Annual Report filed with the SEC on February 6, 2019). The Company used December 31, 2018 as the date to determine the “median employee” because this date provides the most accurate representation of the Company’s workforce through the full fiscal year. 20,100 employees. 2. 2. The median employee was identified by using 20182021 Medicare Wages for all individuals, excluding Mr. Foote, that were reflected in the Company’s payroll records as reported to the Internal Revenue Service on Forms W-2 for 2018. 2021. 3. 3. All employees who were full-time, part-time, or seasonal, including management and union, as well as furloughed employees who received any wages within the calendar year were included in the analysis. Employees from the Company’s consolidated subsidiaries were also included. In accordance with SEC rules, all non-U.S. employees were excluded from the analysis. As of December 31, 2021, we employed 39 non-U.S. employees, all in Canada, which represented less than 1% of our overall employee population. 4. 4. Annualized compensation was determined for any full or part-time employees who were employed at year-end but did not work for the Company the entire fiscal year, including those who were furloughed for part of the year. No cost of living or other adjustments were made to compensation. 5. 5. The use of Medicare Wages is a consistently applied measure because itthat includes all forms of taxable compensation, which we believe is most representative of the Company’s employee base since there are union and management workforces. All non-U.S. employees who reside in Canada (49) and Mexico (5) represent less than 1% of the Company’s overall employee population and were thus excluded.No cost-of-living adjustments were made in identifying the median employee. 6. 6. Once the median employee was identified, the Company determined the sum of all elements of such employee’s compensation for 20182021, in accordance with Item 402(c)(2)(x) of Regulation S-K, which resulted in annual total compensation of $105,169.$107,772. The difference between such employee’s base salary, wages, and overtime pay ($85,901)84,652) and the employee’s total annual compensation was the value of the health care benefits for the employee and eligible dependents, which was $19,268. $23,120. 7. 7. The annual total compensation for Mr. Foote includes the amount reported in the “Total” column of theSummary Compensation Tableincluded in this Proxy Statement, which was determined in accordance with Item 402(c)(2)(x) of Regulation S-K, plus the added value of his health care benefits, which was $11,388. This resulted in total annual compensation of $13,781,988 for Mr. Foote. $7,584. 58          CSX Corporation 2019 Proxy Statement 66 Table of Contents Item 3: Advisory (Non-Binding) Vote to Approve the Compensation of CSX’s Named Executive Officers In accordance with the Dodd-Frank Act and Section 14A of the Securities Exchange Act of 1934, CSX is providing shareholders with the opportunity to vote on a non-binding, advisory resolution to approve the compensation of the Company’s NEOs, which is disclosed pursuant to Item 402 of Regulation S-K and described in the CD&A section, the accompanying compensation tables and the related narrative disclosures in this Proxy Statement. Accordingly, the following resolution will be submitted for a shareholder vote at the Annual Meeting: “RESOLVED, that the shareholders of CSX Corporation (the ”Company““Company”) approve, on an advisory (non-binding) basis, the compensation of the Company’s named executive officers, as disclosed in the Compensation Discussion and Analysis, the accompanying compensation tables and the related narrative disclosure in the Proxy Statement.” The Company currently holds an advisory vote on the compensation of the Company’s NEOs on an annual basis (in accordance with the results of the advisory shareholder vote held at the Company’s 2017 Annual Meeting to determine the frequency of an advisory vote on NEO compensation), and will continue to hold the vote annually until the next frequency vote is held (which is not required until 2023). As described in the CD&A, the Company’s executive compensation program is designed to align executive pay with the Company’s financial performance and the creation of sustainable long-term shareholder value. The compensation program is structured to provide a competitive level of compensation necessary to attract and retain talented and experienced executives and to motivate them to achieve short and long-term strategic goals. In order to align executive pay with the Company’s financial performance and the creation of sustainable shareholder value, a significant portion of compensation paid to our NEOs is allocated to performance-based, long-term equity incentive awards. The Company makes compensation payout decisions based on an assessment of the Company’s performance, as well as the performance of each executiveNEO against goals that promote CSX’s success by focusing on shareholders, customers, employees and the communities in which we operate. Shareholders are urged to read the CD&A, the accompanying compensation tables and the related narrative disclosure in this Proxy Statement, which more thoroughly discuss the Company’s compensation policies and procedures. The Compensation and Talent Management Committee and the Board believe that these policies and procedures are effective in implementing the Company’s overall pay-for-performance compensation philosophy. While this advisory vote is required by law, it will neither be binding on the Company, the Compensation and Talent Management Committee or the Board, nor will it create or imply any change in the fiduciary duties of, or impose any additional fiduciary duties on, the Company or the Board. The Board and the Compensation and Talent Management Committee will consider the outcome of the vote when developing future executive compensation programs. The Company currently intends to hold the next advisory (non-binding) vote to approve NEO compensation at its 20202023 Annual Meeting, of Shareholders, unless the Board modifies its policy of holding an advisory (non-binding) vote to approve the compensation of the Company’s NEOs on an annual basis. The Board unanimously recommends that the shareholders voteFORthis proposal. WWW.CSX.COM          59 2022 Proxy Statement     67 Table of Contents In its efforts to attract, motivate and retain highly qualified employees, the Company provides equity-based incentive awards designed to align employee interests with those of shareholders. In this regard, the Board is seeking shareholder approval of the CSX 2019 Stock and Incentive Plan (the “2019 Stock Plan”), which gives the Company the ability to provide these incentives through issuances of stock, restricted stock, stock options, and other stock-based awards. The 2019 Stock Plan is intended to replace the Company’s existing equity compensation plan, the CSX Stock and Incentive Award Plan (as amended, the “2010 Stock Plan”), which was previously approved by shareholders. CONSIDERATIONS FOR THE APPROVAL OF THE 2019 STOCK PLAN In designing the 2019 Stock Plan, the Board and the Compensation Committee carefully considered the Company’s anticipated future equity needs, historical equity compensation practices and the advice of the Compensation Committee’s independent compensation consultant. The aggregate number of shares of CSX common stock, $1.00 par value (“Shares”) being requested for authorization under the 2019 Stock Plan pursuant to awards granted after the 2019 Stock Plan’s approval is 28 million Shares. If the 2019 Stock Plan is approved by shareholders, the 2019 Stock Plan will replace the 2010 Stock Plan (which is the only equity plan of the Company in place as of the date of this Proxy Statement), and no additional grants will be made under the 2010 Stock Plan. Among the factors considered by the Compensation Committee in determining the share reserve under the 2019 Stock Plan were the following: ● Overhang Percentage. As of the date of this Proxy Statement, and as provided in the table below, there were approximately 5.8 million Shares subject to outstanding equity awards and 25.7 million Shares available for future equity awards under the 2010 Stock Plan, which represented approximately 3.9% of the Company’s Shares outstanding on a fully-diluted basis. These numbers do not include any additional Shares subject to equity awards that might be granted under the 2010 Stock Plan between the date of this Proxy Statement and the Annual Meeting (such as awards in connection with new hires and promotions), although the Company does not anticipate granting awards covering more than an aggregate of 100,000 additional Shares during this period. The numbers also do not reflect the Share pool requested under the 2019 Stock Plan for which the Company is seeking approval. Number of Stock Options Outstanding 4,394,000 Weighted Average Exercise Price $43.80 Weighted Average Term (in years) 8.1 Number of Full-Value Stock Awards Outstanding 1,473,000 Number of Shares Remaining for Future Grant: 2010 CSX Stock and Incentive Award Plan (“2010 Plan”) 22,242,743 Common Shares Outstanding (as of March 4, 2019, the Record Date) 812,686,737 The Board unanimously recommends that the shareholders vote FOR this proposal. 60          CSX Corporation 2019 Proxy Statement Table of Contents Item 4: Vote to Approve the CSX 2019 Stock and Incentive Award Plan If approved, the 28 million Shares reserved for issuance under the 2019 Stock Plan would, when combined with Shares subject to outstanding equity awards under the 2010 Stock Plan as reflected in the table above, increase the overhang percentage to approximately 4%. As noted above, if the 2019 Stock Plan is approved by shareholders, no additional equity awards will be granted under the 2010 Stock Plan after the date of the Annual Meeting and all such future awards will be granted under the 2019 Stock Plan. ● Historical Equity Award Grant Rate. The following table sets forth information regarding awards granted and the annualized grant rate for each of the last three years:      (Amounts in Thousands) 2017 2018 2019 Stock options granted 10,462 (1)  1,009 843 Service-based restricted shares and restricted share units granted 328 164 65 Actual performance-based shares and units earned 460 1,172 — Weighted average basic common shares outstanding during the fiscal year 911 857 — (1) Includes 9 million stock options as part of an equity inducement award for the hiring of Mr. Harrison in March 2017. Following his death in December 2017, all 9 million options were forfeited per the terms of his employment agreement. The 2019 Stock Plan has been designed to build upon the effectiveness of the 2010 Stock Plan and incorporates additional corporate governance best practices to further align the Company’s equity compensation programs with the interests of shareholders. Some of the corporate governance best practices included in the 2019 Stock Plan, or that relate to stock ownership, are as follows: Minimum vesting requirements.The 2019 Stock Plan requires awards to be subject to a minimum vesting period of one year from the date of grant, with only narrow exceptions, which the Company believes strengthens employees’ interest in creating long-term value for shareholders. No repricings.Repricing of stock options and stock appreciation rights (“SARs”) is not permitted without shareholder approval, except for adjustments with respect to certain specified extraordinary corporate transactions. No “liberal” share counting provisions.Shares underlying any award granted under the 2019 Stock Plan that is forfeited, cancelled, expires, terminates or otherwise lapses or is settled in cash are added back to the Share reserve; however, the following Shares are not added back to the share reserve under the 2019 Stock Plan: (i) Shares that are withheld to satisfy the exercise price of a stock option or any applicable tax withholding obligations, (ii) Shares that are subject to a stock-settled SAR that are not issued upon the exercise of such SAR and (iii) Shares that are repurchased by the Company on the open market with option proceeds. Clawback of awards.The 2019 Stock Plan provides the Compensation Committee with the authority to subject awards granted under the 2019 Stock Plan to any clawback or recoupment policies that the Company has in effect from time to time. Stock ownership guidelines.The Company’s executive officers (including all NEOs) and directors are subject to share ownership guidelines to ensure that they face the same downside risk and upside potential as shareholders. Additional details regarding the Company’s share ownership guidelines are included in the CD&A. The following paragraphs summarize the material terms of the 2019 Stock Plan, including the provisions regarding eligibility, the types of awards that may be made, the performance criteria that may be applied to awards. The summary is qualified in its entirety by reference to the full text of the 2019 Stock Plan attached hereto asAppendix A. GENERAL The 2019 Stock Plan provides for the grants of stock options (both nonqualified and incentive stock options), SARs, RSUs, restricted stock units, performance awards, dividend equivalents and other cash- and stock-based awards (collectively, “Incentive Awards”) to the Company’s employees, non-employee directors and individual consultants. Any award may be granted alone or in tandem with other awards, and may be granted in addition to, or in substitution for, other types of awards. Compensation payable to Board members in the form of Shares will also be paid from the 2019 Stock Plan. STOCK SUBJECT TO 2019 STOCK PLAN; ADJUSTMENTS The Board has reserved a total of 28 million shares of common stock for issuance under the 2019 Stock Plan. If an Incentive Award is forfeited, cancelled, expires, terminates or is otherwise settled in cash without the issuance of Shares, the Shares subject to such awards will become available for further awards under the 2019 Stock Plan. Shares (i) tendered or withheld in payment of an exercise price of a stock option or to satisfy tax withholding obligations associated with an award, (ii) subject to a stock-settled SAR granted under the 2019 Stock Plan that were not issued upon the exercise of such SAR, and (iii) repurchased by the Company on the open market with option proceeds in respect of the exercise of a stock option will not again be available for issuance under the 2019 Stock Plan. WWW.CSX.COM          61 Table of Contents Item 4: Vote to Approve the CSX 2019 Stock and Incentive Award Plan In the event the Compensation Committee determines that, as a result of any dividend or other distribution (other than an ordinary dividend or distribution), recapitalization, stock split, reverse stock split, reorganization, merger, consolidation, separation, rights offering, split-up, spin-off, combination, repurchase or exchange of Shares or other securities of the Company, issuance of warrants or other rights to purchase Shares or other securities of the Company, issuance of Shares pursuant to the anti-dilution provisions of securities of the Company, or other similar corporate transaction or event affecting Shares, or of changes in applicable laws, regulations or accounting principles, an adjustment is appropriate to prevent dilution or enlargement of the benefits or potential benefits intended to be made available under the 2019 Stock Plan, the Compensation Committee will adjust equitably any or all of: (i) the number and type of Shares or other securities that thereafter may be made the subject of awards, including the aggregate limits under the 2019 Stock Plan; (ii) the number and type of Shares or other securities subject to outstanding awards; and (iii) the grant, purchase, exercise or hurdle price for any award or, if deemed appropriate, make provision for a cash payment to the holder of an outstanding award. Purpose The purpose of the 2019 Stock Plan is to motivate and reward employees and other individuals to perform at the highest level and contribute significantly to the success of the Company, thereby furthering the best interests of the Company and its shareholders. Eligibility The Company’s employees, non-employee directors and individual consultants, including advisors, are eligible to receive awards under the 2019 Stock Plan to the extent the receipt of such awards is permitted by applicable law, stock market or exchange rules and regulations or accounting or tax rules and regulations. As of March 4, 2019, there were approximately 22,314 employees and 10 non-employee directors eligible to receive awards under the 2010 Stock Plan. The average number of individuals who received awards under the Company’s 2010 Stock Plan during each of the last three years was approximately 600, although the Compensation Committee reserves the power to make grants more widely in the future. The basis for participation in the 2019 Stock Plan is the Compensation Committee’s decision, in its sole discretion, that an Incentive Award to an eligible participant will further the 2019 Stock Plan’s purposes of motivating and rewarding participants to perform at the highest level and contribute to the Company’s success. In exercising its discretion, the Compensation Committee will consider the recommendations of management and the purposes of the 2019 Stock Plan. Administration The 2019 Stock Plan is administered by the Compensation Committee, unless another committee is designated by the Board. The Compensation Committee may delegate the authority to grant awards under the 2019 Stock Plan, to the extent permitted by applicable law, to (i) one or more officers of the Company (except that such delegation will not be applicable to any award for a person then covered by Section 16 of the Securities Exchange Act of 1934 (the “Exchange Act”)) and (ii) one or more committees of the Board. All decisions of the Compensation Committee are final, conclusive and binding upon all parties. The Compensation Committee has authority under the 2019 Stock Plan to: ● designate participants; ● determine the types of Incentive Awards to grant, the number of Shares to be covered by Incentive Awards, the terms and conditions of Incentive Awards, whether Incentive Awards may be settled or exercised in cash, Shares, other awards, other property, net settlement or any combination thereof, the circumstances under which Incentive Awards may be canceled, forfeited or suspended, and whether Incentive Awards may be deferred automatically, or at the election of the holder or the Compensation Committee; ● amend the terms of any outstanding Incentive Awards; ● correct any defect, supply any omission or reconcile any inconsistency in the 2019 Stock Plan or any award agreement, in the manner and to the extent it shall deem desirable to carry the 2019 Stock Plan into effect; ● interpret and administer the 2019 Stock Plan and any instrument or agreement relating to, or Incentive Awards made under, the 2019 Stock Plan; ● establish, amend, suspend or waive rules and regulations and appoint agents, trustees, brokers, depositories and advisors and determine the terms of their engagement, in each case, as it deems appropriate for the proper administration of the 2019 Stock Plan and compliance with applicable law, stock market or exchange rules and regulations or accounting or tax rules and regulations; and ● make any other determination and take any other action that it deems necessary or desirable to administer the 2019 Stock Plan, in each case, as it deems appropriate for the proper administration of the 2019 Stock Plan and compliance with applicable law, stock market or exchange rules and regulations or accounting or tax rules and regulations. 62          CSX Corporation 2019 Proxy Statement Table of Contents Item 4: Vote to Approve the CSX 2019 Stock and Incentive Award Plan Stock Options The 2019 Stock Plan authorizes the grant of incentive stock options and nonqualified stock options. Incentive stock options are stock options that satisfy the requirements of Section 422 of the Code. Nonqualified stock options are stock options that do not satisfy the requirements of Section 422 of the Code. Options granted under the 2019 Stock Plan entitle the grantee, upon exercise, to purchase a specified number of Shares from CSX at a specified exercise price per Share. The Compensation Committee determines the period of time during which an option may be exercised, the vesting schedule, the method and form by which each option is to be exercised, and the expiration date of each option, provided that no option will be exercisable more than 10 years after the grant date. The exercise price per Share covered by an option will be determined by the Compensation Committee and may not be less than 100 percent of the fair market value of a Share on the date of grant. Stock Appreciation Rights The Compensation Committee may grant SARs under the 2019 Stock Plan. Subject to the terms of the award, SARs entitle the participant to receive a distribution in an amount equal to the number of Shares subject to the portion of the SAR exercised multiplied by the excess, if any, of the fair market value of a Share on the date of exercise of the SAR over the exercise or hurdle price of the SAR. Such distributions are payable in cash or Shares, or a combination thereof, as determined by the Compensation Committee. The terms and conditions applicable to stock options also apply to SARs. Restricted Stock The 2019 Stock Plan also authorizes the grant of restricted stock on terms and conditions established by the Compensation Committee, which will include the designation of a restriction period during which the shares are not transferable and are subject to forfeiture. Restricted Stock Units RSUs may be granted subject to terms and conditions as determined by the Compensation Committee. In the case of RSUs, no shares are issued at the time of grant. Rather, upon the lapse of any applicable vesting schedule and other restriction, an RSU entitles a participant to receive Shares or cash, or a combination thereof, as determined by the Compensation Committee. Performance Awards The Compensation Committee may grant performance awards to participants subject to terms and conditions as determined by the Compensation Committee. Performance awards may be denominated in cash, Shares or units, or a combination thereof, and may be earned based on the achievement of one or more performance conditions specified by the Compensation Committee. The Compensation Committee will make all determinations regarding the achievement of performance goals. Settlement of performance awards will be in cash, Shares, other awards or property, net settlement, or any combination thereof. The Compensation Committee may, in its discretion, increase or reduce the amount of a settlement to be made in connection with a performance award. Dividend Equivalents The 2019 Stock Plan authorizes grants of dividend equivalents to any participant either in combination with, or separately from, Incentive Awards. A dividend equivalent permits the participant to receive payments equivalent to the dividends paid to holders of Shares. Dividend equivalents are payable in cash or Shares, or a combination thereof, as determined by the Compensation Committee. Other Cash and Stock-Based Awards The 2019 Stock Plan authorizes the making of other cash- or stock-based awards. The Compensation Committee will establish the terms and conditions applicable to each award. Change in Control The 2019 Stock Plan provides that, upon termination of employment by the employer without cause or by the participant with good reason, within three years after a change in control event: ● stock options and SARs will be cancelled in exchange for a single sum cash payment equal to the excess of the fair market value of the Shares on the termination date over the option strike price or SAR initial value price; ● restricted stock conditions will be deemed met and the stock will be transferred; ● all performance awards are deemed earned and paid out at target value; and ● RSU conditions are also deemed met and will be paid in cash as well as any unpaid dividend equivalents. WWW.CSX.COM          63 Table of Contents Item 4: Vote to Approve the CSX 2019 Stock and Incentive Award Plan Duration, Amendment and Termination The 2019 Stock Plan will automatically terminate on May 3, 2029, if not earlier terminated under the terms of the 2019 Stock Plan. The Board may amend, suspend, discontinue or terminate the 2019 Stock Plan at any time except that no change may be made to the 2019 Stock Plan: (i) without shareholder approval if such approval is required by applicable law or the rules of the stock market or exchange on which the Shares are principally quoted or traded, or (ii) without the consent of the affected participant if such action would materially adversely impact a pending Incentive Award or adversely impact any Incentive Award following a change in control. Accordingly, the Board may generally amend the provisions of the 2019 Stock Plan described in this proposal. Minimum Vesting Requirements Each Incentive Award granted pursuant to the 2019 Stock Plan will vest over a period of not less than one year following the date of grant. However, the Compensation Committee may reduce or eliminate this requirement upon the participant’s termination of service. In addition, the Compensation Committee may grant awards that are not subject to these minimum vesting requirements with respect to 5% of the maximum aggregate number of Shares available for issuance under the 2019 Stock Plan (as may be adjusted in accordance with the terms of the 2019 Stock Plan). Prohibition on Repricing Subject to the adjustment provision described above, the Compensation Committee may not directly or indirectly, through cancellation or regrant or any other method, reduce, or have the effect of reducing, the exercise or hurdle price of any award established at the time of grant without approval of the Company’s shareholders. Restrictions on Transfer; Deferral Except as otherwise permitted by the Compensation Committee and provided in the Incentive Award, Incentive Awards may not be transferred or exercised by another person except by will or by the laws of descent and distribution. Cancellation or “Clawback” of Awards The Compensation Committee may, to the extent permitted by applicable law and stock exchange rules or by any applicable Company policy, cancel or require reimbursement of any Incentive Awards granted, Shares issued or cash received upon the vesting, exercise or settlement of any awards granted under the 2019 Stock Plan or the sale of Shares underlying such awards. Federal Income Tax Information The following is a general summary of the current federal income tax treatment of Incentive Awards, which are authorized to be granted under the 2019 Stock Plan, based upon the current provisions of the Code and regulations promulgated thereunder. The rules governing the tax treatment of such awards are technical, so the following discussion of tax consequences is necessarily general in nature and does not purport to be complete. In addition, statutory provisions are subject to change, as are their interpretations, and their application may vary in individual circumstances. Finally, this discussion does not address the tax consequences under applicable state and local law. Incentive Stock Options.A participant will not recognize income on the grant or exercise of an incentive stock option. However, the difference between the exercise price and the fair market value of the stock on the date of exercise is an adjustment item for purposes of the alternative minimum tax. If a participant does not exercise an incentive stock option within certain specified periods after termination of employment, the participant will recognize ordinary income on the exercise of an incentive stock option in the same manner as on the exercise of a nonqualified stock option, as described below. The general rule is that gain or loss from the sale or exchange of shares acquired on the exercise of an incentive stock option will be treated as capital gain or loss. If certain holding period requirements are not satisfied, however, the participant generally will recognize ordinary income at the time of the disposition. Gain recognized on the disposition in excess of the ordinary income resulting therefrom will be capital gain, and any loss recognized will be a capital loss. Nonqualified Stock Options, SARs, RSUs, Performance Awards, Stock Awards, and Dividend Equivalents.A participant generally is not required to recognize income on the grant of a nonqualified stock option, SARs, RSUs, a performance award, a stock award, or dividend equivalents. Instead, ordinary income generally is required to be recognized on the date the nonqualified stock option or stock appreciation right is exercised, or in the case of RSUs, performance awards, stock awards, and dividend equivalents, upon the issuance of shares and/or the payment of cash pursuant to the terms of the award. In general, the amount of ordinary income required to be recognized: (i) in the case of a nonqualified stock option, is an amount equal to the excess, if any, of the fair market value of the shares on the exercise date over the exercise price; (ii) in the case of SARs, the amount of cash and/or the fair market value of any shares received upon exercise plus the amount of taxes withheld from such amounts; and (iii) in the case of RSUs, performance awards, stock awards, and dividend equivalents, the amount of cash and/or the fair market value of any shares received in respect thereof, plus the amount of taxes withheld from such amounts. 64          CSX Corporation 2019 Proxy Statement Table of Contents Item 4: Vote to Approve the CSX 2019 Stock and Incentive Award Plan Restricted Stock.Unless a participant who receives an award of restricted stock makes an election under Section 83(b) of the Code (“Section 83(b) Election”) as described below, the participant generally is not required to recognize ordinary income on the award of restricted stock. Instead, on the date the shares vest (i.e., become transferable or no longer subject to forfeiture), the participant will be required to recognize ordinary income in an amount equal to the excess, if any, of the fair market value of the shares on such date over the amount, if any, paid for such shares. If a participant makes a Section 83(b) Election to recognize ordinary income on the date the shares are awarded, the amount of ordinary income required to be recognized is an amount equal to the excess, if any, of the fair market value of the shares on the date of award over the amount, if any, paid for such shares. In such case, the participant will not be required to recognize additional ordinary income when the shares vest. Gain or Loss on Sale or Exchange of Shares.In general, gain or loss from the sale or exchange of shares granted or awarded under the 2019 Stock Plan will be treated as capital gain or loss, provided that the shares are held as capital assets at the time of the sale or exchange. However, if certain holding period requirements are not satisfied at the time of a sale or exchange of shares acquired upon exercise of an incentive stock option (a “disqualifying disposition”), a participant generally will be required to recognize ordinary income upon such disposition. Deductibility by Company.The Company generally is not allowed a deduction in connection with the grant or exercise of an incentive stock option. However, if a participant is required to recognize income as a result of a disqualifying disposition, the Company will be entitled to a deduction equal to the amount of ordinary income so recognized. In general, in the case of nonqualified stock options (including incentive stock options that are treated as nonqualified stock options, as described above), SARs, restricted stock, RSUs, performance awards, stock awards, and dividend equivalents, the Company will be allowed a deduction in an amount equal to the amount of ordinary income recognized by a participant, provided that certain income tax reporting requirements are satisfied. However, the Company may be subject to limits on tax deductibility relating to compensation described herein under certain statutory provisions, including Section 162(m) of the Code. Parachute Payments.Where payments to certain employees that are contingent on a change in control exceed limits specified in the Code, the employee generally is liable for a 20% excise tax on, and the corporation or other entity making the payment generally is not entitled to any deduction for, a specified portion of such payments. The Compensation Committee has in the past, and may in the future, make awards as to which the vesting thereof is accelerated by a change in control of the Company. Such accelerated vesting would be relevant in determining whether the excise tax and deduction disallowance rules would be triggered with respect to certain Company employees. Accounting Treatment Under present accounting rules, the grant of Incentive Awards will generally result in a charge against CSX’s earnings, based upon the fair market value of the Incentive Awards at the date of the grant, and the charge will generally be taken over the vesting period of the Incentive Award. However, in the case of SARs intended to be settled in cash, the excess, if any, from time to time of the fair market value of the common stock subject to SARs, over the exercise price of the SARs, will result in a charge against CSX’s earnings. The amount of the charge will increase or decrease based on changes in the market value of the common stock and will decrease to the extent SARs are cancelled. CSX has not issued any SARs to date. Registration With the SEC If our shareholders approve the 2019 Stock Plan, we plan to file a registration statement on a Form S-8 (and/or an amendment to our existing registration statement that has been filed with respect to the 2010 Stock Plan) with the SEC, as soon as reasonably practicable after such approval, to register the Shares available for issuance under the 2019 Stock Plan. New Plan Benefits As described above, the Compensation Committee, in its discretion, will select the participants who receive awards and the size and types of those awards under the 2019 Stock Plan, if the 2019 Stock Plan is approved by our shareholders. Therefore, the awards that will be made to particular individuals or groups of individuals in the future under the 2019 Stock Plan are not currently determinable. Additionally, a new plan benefits table for the 2019 Stock Plan and the benefits or amounts that would have been received by or allocated to participants for the last completed fiscal year under the 2019 Stock Plan if the 2019 Stock Plan was then in effect, as described in the federal proxy rules, are not provided because all awards made under the 2019 Stock Plan will be made at the Compensation Committee’s discretion, subject to the terms of the 2019 Stock Plan. Therefore, the benefits and amounts that would have been received or allocated under the 2019 Stock Plan for 2018 are also not determinable at this time. WWW.CSX.COM          65 Table of Contents The following table sets forth information about the Company’s equity compensation plans as of December 31, 2018.2021. Plan category Number of securities to be issued upon exercise of outstanding options, warrants and rights (in thousands) Weighted-average exercise price of outstanding options, warrants and rights Number of securities remaining available for future issuance under equity compensation plans (in thousands)(1)       Number of securities to be issued upon exercise of outstanding options, warrants and rights (in thousands)       Weighted-average exercise price of outstanding options, warrants and rights       Number of securities remaining available for future issuance under equity compensation plans (in thousands)(1) Equity compensation plans approved by security holders 4,573 $34.89 19,360   12,512   $22.42   33,737 Equity compensation plans not approved by security holders — —   0   0   0 TOTAL 4,573 $34.89 19,360   12,512   $22.42   33,737 (1) The number of shares remaining available for future issuance under plans approved by shareholders includes 19,360,27533,737,114 shares available for grant in the form of stock options, performance grants,units, restricted stock, RSUs,restricted stock units, stock appreciation rights and stock awards pursuant to the 2010 Stock Plan, as amended. As noted in this Proxy Statement, the Board has adopted, subject to shareholder approval at the Annual Meeting, the 2019 Stock Plan which, if approved, will replace the 2010 Stock Plan and no further shares will be made under the 2010 Stock Plan. 66          CSX Corporation 2019 Proxy Statement 68 Table of Contents Ownership of Our Stock Security Ownership of Management and Certain Beneficial Owners The following table sets forth, as of March 4, 2019,1, 2022, the beneficial ownership of CSX common stock by each director, director nominee and NEO, and the directors and executive officers of the Company as a group. The business address of each of the Company’s directors and executive officers is CSX Corporation, 500 Water Street, Jacksonville, Florida 32202. Name of Beneficial Owner(1) Amount of Beneficial Ownership Shares for which Beneficial Ownership can be Acquired within 60 Days(2) Total Beneficial Ownership Percent of Class(3) Donna M. Alvarado 124,302 — 124,302 * John B. Breaux 206,823 — 206,823 * Pamela L. Carter 46,157 — 46,157 * James M. Foote 5,739 — 5,739 * Steven T. Halverson 129,401 — 129,401 * Paul C. Hilal(4)(5) 38,057,315 — 38,057,315 4.68% John D. McPherson 115,901 — 115,901 * David M. Moffett 15,171 — 15,171 * Linda H. Riefler 13,859 — 13,859 * J. Steven Whisler 48,240 — 48,240 * John J. Zillmer 167,388 — 167,388 * Frank A. Lonegro 150,113 82,599 232,712 * Nathan D. Goldman 96,037 49,254 145,291 * Edmond L. Harris 23,411 — 23,411 * Mark K. Wallace 51,747 — 51,747 * All current executive officers and directors as a group (a total of 17) 39,073,655 190,117 39,263,772 4.83% Name of Beneficial Owner(1)       Amount of Beneficial Ownership       Shares for which Beneficial Ownership can be Acquired within 60 Days       Total Beneficial Ownership       Percent of Class(2) Donna M. Alvarado   368,733   -   368,733   * Thomas P. Bostick   10,533   -   10,533   * James M. Foote   879,716   2,349,149   3,228,865   * Steven T. Halverson   297,598   -   297,598   * Paul C. Hilal(3)   1,594,893   -   1,594,893   * David M. Moffett   46,619   -   46,619   * Linda H. Riefler   60,012   -   60,012   * Suzanne M. Vautrinot   17,451   -   17,451   * James L. Wainscott   10,533   -   10,533   * J. Steven Whisler   177,475   -   177,475   * John J. Zillmer   336,763   -   336,763   * Kevin. S. Boone   109,653   220,176   329,829   * Jamie J. Boychuk   114,847   221,005   335,852   * Nathan D. Goldman   237,816   437,252   675,068   * Sean R. Pelkey   67,318   44,699   112,017   * Diana B. Sorfleet   157,319   314,543   471,862   * All current executive officers and directors as a group (a total of 17)   4,517,718   3,608,352   8,126,070   * (1) Except as otherwise noted, the persons listed have sole voting power as to all shares reported, including shares held in trust under certain deferred compensation plans, and also have investment power except with respect to certain shares held in trust under deferred compensation plans, investment of which is governed by the terms of the trust. (2) Includes shares subject to outstanding stock options exercisable as of or within 60 days of March 4, 2019, and shares of common stock underlying outstanding restricted stock units which may be acquired within 60 days of March 4, 2019. (3) Based on 812,686,7372,182,474,121 shares outstanding on March 4, 2019.1, 2022. An asterisk (*) indicates that ownership is less than 1% of class. (4)(3) By virtue of ultimately controlling the managing membervarious entities that hold shares of Mantle Ridge GP LLC, the general partner of Mantle Ridge, which is in turn the sole member of both MR S and P Index Annual Reports LLC and MR Argent Advisor LLC, the investment adviser to, and holder of 100% of the nonvoting interestscommon stock in the MR Funds (defined below),Company, Mr. Hilal may be deemed to have the shared power to vote or direct the vote of the shares held by the MR Funds, Mantle Ridge LP and MR Argent Advisor LLC. “MR Funds” means MR Argent Offshore AB Ltd., MR Argent Offshore BB Ltd., MR Argent Offshore CB 01 Ltd., MR Argent Offshore CB 02 Ltd., MR Argent Offshore CB 03 Ltd., MR Argent Offshore CB 04 Ltd., MR Argent Offshore CB 05 Ltd. and MR Argent Offshore CB 07 Ltd. (5) 15,008,629 shares of CSX common stock beneficially owned by Mr. Hilal have been pledged as collateral under a secured credit facility entered into by certain of the MR Funds with a third-party lender. Mantle Ridge had pledged these shares prior to Mr. Hilal becoming a director. MR Funds also has additional economic exposure to 570,600 shares of CSX common stock under certain cash settled total return swaps. those entities. WWW.CSX.COM          67 2022 Proxy Statement     69 Table of Contents Security Ownership of Management and Certain Beneficial OwnerOWNERSHIP OF OUR STOCK The following table sets forth information regarding the beneficial ownership of CSX common stock as of March 4, 20191, 2022 for each person known to us to be the beneficial owner of more than 5% of the outstanding shares of CSX common stock. Name and Address of Beneficial Owner Amount of Beneficial Ownership Percent of Class BlackRock, Inc.(1) 55 East 52ndStreet New York, NY 10055 49,404,831 5.90% The Vanguard Group(2) 100 Vanguard Blvd. Malvern, PA 19355 66,473,008 7.87% Name and Address of Beneficial Owner       Amount of Beneficial Ownership       Percent of Class Capital World Investors(1) 333 South Hope Street Los Angeles, CA 90071   184,488,460   8.3% The Vanguard Group(2) 100 Vanguard Blvd. Malvern, PA 19355   183,589,803   8.28% BlackRock, Inc.(3) 55 East 52nd Street New York, NY 10055   151,615,861   6.8% Capital Research Global Investors(1) 333 South Hope Street Los Angeles, CA 90071   111,241,858   5.0% (1) As disclosed in its Schedule 13G13G/A filed on February 4, 2019.11 2022. (2) As disclosed in its Schedule 13G13G/A filed on February 11, 2019.9, 2022. (3) As disclosed in its Schedule 13G/A filed on February 1, 2022. 6870 Table of Contents Additional Information Notice of Electronic Availability of Proxy Materials Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting of Shareholders to be held on May 4, 2022. This Proxy Statement and the 2021 Annual Report are available at www.proxyvote.com. As permitted by rules adopted by the SEC, we are making our proxy materials available to our shareholders electronically via the Internet. We have mailed many of our shareholders a Notice containing instructions on how to access this Proxy Statement and the 2021 Annual Report, and how to vote online. If you received a Notice by mail, you will not receive a printed copy of the proxy materials in the mail. Instead, the Notice instructs you on how to access and review all of the important information contained in the Proxy Statement and the 2021 Annual Report. The Notice also instructs you on how you may submit your voting instructions. If you received a Notice by mail and would like to receive a printed copy of our proxy materials, you should follow the instructions for requesting such materials included in the Notice. Annual Report on Form 10-K The 2021 Annual Report (without exhibits) is available on www.csx.com. The 2021 Annual Report (with exhibits) is also available on the website maintained by the SEC (www.sec.gov). The information on or accessible through our website is not part of this Proxy Statement. You may submit a request for a printed version of the 2021 Annual Report in one of the following manners: ■ Send your request by mail to CSX Corporation, 2019 Proxy StatementShareholder Relations, 500 Water Street, Jacksonville, Florida 32202; or ■ Call CSX Shareholder Relations at (904) 359-3256. March 22, 2022 By Order of the Board of Directors   Nathan D. Goldman Executive Vice President-Chief Legal Officer and Corporate Secretary 2022 Proxy Statement      71 Table of Contents ADDITIONAL INFORMATION Other Matters Section 16(a)Except as described below, Management and the Board are not aware of any matters that may properly be brought before the Annual Meeting other than the matters referred to in the Notice of Meeting and this Proxy Statement. Management has received notice from a shareholder that he intends to present himself for nomination as a director at the Annual Meeting. If this shareholder does properly present himself as a nominee at the Annual Meeting, the number of nominees for director will exceed the number of directors to be elected, and directors will be elected by a plurality of the Securities Exchange Act of 1934 requiresvotes cast, rather than by majority vote. In this situation, the Company’s directors and executive officers, and any certain persons owning more than 10% of CSX common stock, to file certain reports of ownership and changes in ownership withperson voting the SEC. Based solely on its review ofproxies solicited by the copies of Forms 3, 4 and 5,Board for the Company believes that all reports required to be filed under Section 16(a) were made on a timely basisAnnual Meeting will vote as directed by you with respect to transactions that occurred during fiscal 2018. WWW.CSX.COM          69 Tablethe election of Contentsthe 11 directors named in this Proxy Statement and will vote against or abstain from voting on the shareholder’s director nominee. If any other matters are properly brought before the Annual Meeting, or any adjournment thereof, the person appointed in the accompanying proxy will vote the shares represented thereby in accordance with his best judgment. Householding of Proxy Materials The SEC’s rules permit companies and intermediaries (e.g., brokers, banks and other nominees) to satisfy the delivery requirements for proxy statements with respect to two or more security holders sharing the same address by delivering a single proxy statement addressed to those security holders. This process, which is commonly referred to as “householding,”householding, potentially means extra convenience for security holders and cost savings for companies. As in prior years, a number of brokers with account holders who are CSX shareholders will be “householding”householding our proxy materials. As indicated in the notice previously provided by these brokers to CSX shareholders, a single copy of the proxy materials will be delivered to multiple shareholders sharing an address unless contrary instructions have been received from an affected shareholder. Once you have received notice from your broker that it will be “householding”householding communications to your address, “householding”householding will continue until you are notified otherwise or until you revoke your consent. Shareholders who participate in “householding”householding continue to receive separate proxy cards, voting instructions or noticenotices of internet availability, as applicable, which will allow each individual to vote independently. If you are a registered shareholder currently participating in householding and wish to receive a separate copy of the proxy materials, or if you would like to opt out of householding for future deliveries of your annual proxy materials, please contact us at CSX Corporation, Office of the Corporate Secretary, 500 Water Street, C160, Jacksonville, Florida 32202, or by telephone at (904) 359-3256. If a separate copy of this Proxy Statement and the 20182021 Annual Report is requested for the Annual Meeting, it will be mailed promptly following receipt of the request. A street name shareholder who received a copy of the proxy materials at a shared address may also request a separate copy of the Proxy Statement and the 20182021 Annual Report by contacting us at CSX Corporation, Office of the Corporate Secretary, 500 Water Street, C160, Jacksonville, Florida 32202, or by telephone at (904) 359-3256. Street name shareholders sharing an address who received multiple copies of the annual proxy materials and wish to receive a single copy of these materials in the future should contact their broker, bank or other nominee to make this request. If you would like to opt out of householding for future deliveries of your annual proxy materials, please contact your broker, bank or other nominee. 72 Table of Contents Annual Meeting Questions & Answers 70Q: What is the purpose of the Annual Meeting? A: At the Annual Meeting, shareholders will act upon the matters outlined in the Notice of Annual Meeting of Shareholders above, including the election of the 11 director nominees named in this Proxy Statement, the ratification of the appointment of EY as the Independent Registered Public Accounting Firm of CSX for 2022, and the consideration of an advisory (non-binding) vote on compensation for our Named Executive Officers. Q: How can I participate in the Annual Meeting? A: This year, CSX will host its virtual Annual Meeting at 10:00 a.m. (EDT) on Wednesday, May 4, 2022. There will be no physical location for shareholders to attend. Shareholders may participate online at www.virtualshareholdermeeting.com/CSX2022. The Annual Meeting will begin promptly at 10:00 a.m. (EDT). We encourage you to access the Annual Meeting prior to the start time. Online access will be available beginning at 9:45 a.m. (EDT). To participate in the Annual Meeting, including voting your shares electronically and submitting questions during the Annual Meeting, you will need the 16-digit control number included on your proxy card or on your Notice. Even if you plan to participate in the Annual Meeting, we recommend that you vote by proxy prior to the Annual Meeting so that your vote will be counted if you later decide not to participate in the Annual Meeting. The virtual meeting platform is fully supported across browsers (Microsoft Edge, Firefox, Chrome and Safari) and devices (desktops, laptops, tablets and cell phones) running the most updated version of applicable software and plugins. Participants should ensure that they have a strong internet connection wherever they intend to participate in the Annual Meeting. Q: How can I submit a question? A: If you would like to submit a question, you may do so before or during the Annual Meeting. If you would like to submit your question 48 hours before the start of the meeting, you may log in to www.proxyvote.com and enter your 16-digit control number. Once past the login screen, click on “Question for Management,” type in your question, and click “Submit.” Alternatively, if you would like to submit your question during the Annual Meeting, you may log in to the virtual meeting website at www.virtualshareholdermeeting.com/ CSX2022 using your 16-digit control number, type your question into the “Ask a Question” field, and click “Submit.” We do not place restrictions on the type or form of questions that may be asked; however, we reserve the right to edit or reject redundant questions or questions that we deem profane or otherwise inappropriate. During the live Q&A session of the Annual Meeting, we will answer questions as they come in and address those asked in advance, as time permits. Shareholders will be limited to one question each unless time otherwise permits. 2022 Proxy Statement    73 Table of Contents ANNUAL MEETING QUESTIONS & ANSWERS Q: What is the benefit of a virtual meeting? A: The Board believes that a virtual meeting format will provide the opportunity for full and equal participation by all shareholders, from any location around the world, while substantially reducing the costs associated with hosting an in-person meeting. Additionally, a virtual meeting format reduces health and safety risks associated with the ongoing COVID-19 pandemic to our officers, directors, employees and shareholders. In order to encourage shareholder participation and transparency, CSX will: ■  provide shareholders with the ability to submit appropriate questions in advance of the Annual Meeting to ensure thoughtful responses from management and the Board; ■  provide shareholders with the ability to submit appropriate questions in real-time during the Annual Meeting through the virtual meeting website; ■  provide management with the ability to answer as many questions as possible in accordance with the meeting rules of conduct in the time allotted without discrimination; and ■  publish all appropriate questions submitted in accordance with the Annual Meeting rules of conduct with answers following the Annual Meeting, including those not addressed directly during the Annual Meeting. CSX has considered concerns raised by investor advisory groups and other shareholder rights advocates that virtual meetings may diminish shareholder voice or reduce accountability. Accordingly, we have designed our virtual meeting format to enhance, rather than constrain, shareholder access, participation and communication. CSX believes its virtual meeting will afford a greater number of our shareholders the opportunity to participate in the Annual Meeting while (i) still affording participants the same rights they would have had at an in-person meeting; (ii) substantially reducing the time and expense associated with holding an in-person meeting; and (iii) substantially reducing the health and safety risks in connection with the ongoing COVID-19 pandemic. Q: What if I have technical difficulties or trouble accessing the virtual meeting? A: We will have technicians ready to assist you with any technical difficulties you may have accessing the virtual meeting. If you encounter any difficulties accessing the virtual meeting during the check-in or meeting time, please call the technical support number that will be posted on the Virtual Shareholder Meeting log-in page or at www.proxyvote.com. Technical support will be available starting at 9:00 a.m. EDT on May 4, 2022. Q: Why did I receive a notice in the mail regarding the Internet availability of proxy materials instead of a full set of proxy materials? A: In accordance with rules adopted by the SEC, we may furnish proxy materials, including this Proxy Statement and our 2021 Annual Report, to our shareholders by providing access to such documents on the Internet instead of mailing printed copies (the “Notice”). Most shareholders will not receive printed copies of the proxy materials unless requested. Instead, the Notice, which was mailed to most of our shareholders, instructs you as to how you may access and review all of the proxy materials on the Internet. The Notice also instructs you as to how you may submit your proxy on the Internet. If you would like to receive a paper or email copy of our proxy materials, you should follow the instructions for requesting such materials in the Notice. Q: How do I get electronic access to the proxy materials? A: The Notice provides you with instructions on how to: ■  view CSX’s proxy materials for the Annual Meeting on the Internet; and ■  instruct CSX to send future proxy materials to you electronically by email. Choosing to receive your future proxy materials by email will save us the cost of printing and mailing documents to you and will reduce the impact of the printing and mailing of these materials on the environment. If you choose to receive future proxy materials by email, you will receive an email next year with instructions containing a link to those materials and a link to the proxy voting site. Your election to receive proxy materials by email will remain in effect until terminated. 74     Table of Contents ANNUAL MEETING QUESTIONS & ANSWERS Q: Who is soliciting my vote? A: The Board of Directors is soliciting your vote on the matters being submitted for shareholder approval at the Annual Meeting. The Company will pay the costs of preparing proxy materials and soliciting proxies, including the reimbursement, upon request, of trustees, brokerage firms, banks and other nominee record holders for the reasonable expenses they incur to forward proxy materials to beneficial owners. In addition to using mail, proxies may be solicited in person, by telephone or by electronic communication by officers and employees of the Company acting without special compensation. Q: Who is entitled to vote? A: Only shareholders of record at the close of business on March 8, 2022 (the “Record Date”) are entitled to notice of, and to vote at, the Annual Meeting or any adjournments or postponements thereof, unless a new record date is set in connection with any such adjournments or postponements. On March 8, 2022, there were issued and outstanding 2,178,580,270 shares of CSX common stock, the only outstanding class of voting securities of the Company. Q: How many votes do I have? A: You will have one vote for every share of CSX common stock you owned at the close of business on the Record Date. Q: How many shares must be present to hold the Annual Meeting? A: The Company’s bylaws provide that a majority of the outstanding shares of stock entitled to vote constitutes a quorum at any meeting of shareholders. If a share is represented for any purpose at the Annual Meeting, it is deemed to be present for the transaction of all business. Abstentions and shares held of record by a broker, bank or other nominee that are voted on any matter are included in determining the number of shares present. Shares held by a broker, bank or other nominee that are not voted on any matter at the Annual Meeting (“broker non-vote”) will not be included in determining whether a quorum is present. Your vote is important and we urge you to vote by proxy even if you plan to participate in the Annual Meeting. Q: What are the vote requirements for each proposal? A: Election of Directors. In an uncontested election, a director is elected by a majority of votes cast for his or her election by the shares entitled to vote at a meeting at which a quorum is present. In accordance with the Company’s Corporate Governance Guidelines, in an uncontested election, any incumbent director nominated for re-election as a director who is not re-elected in accordance with the Company’s bylaws is required to promptly tender his or her resignation for consideration following certification of the shareholder vote. For more information on the procedures in these circumstances, see Principles of Corporate Governance. In a contested election, where the number of nominees for director election exceeds the number of directors to be elected, directors are elected by a plurality of the votes cast. Because there are 11 seats on our Board of Directors, this means that if there are more than 11 persons properly nominated for election, the 11 nominees receiving the most “for” votes will be elected, even if the number of votes cast “for” the director do not exceed those cast “against” him or her. As described in Other Matters above, management has received notice from a shareholder that he intends to present himself for nomination as a director at the Annual Meeting. If this shareholder does properly present himself as a nominee at the Annual Meeting, the number of nominees for director will exceed the number of directors to be elected, and directors will be elected by a plurality of the votes cast, rather than by majority vote. Other Proposals.The proposal to ratify the appointment of EY as the Company’s Independent Registered Public Accounting Firm for 2022 (Item 2) and the proposal to approve, on an advisory (non-binding) basis, the compensation of the Company’s NEOs (Item 3) will be approved if the votes cast in favor of the proposal exceed the votes cast against the proposal. Abstentions are not considered votes cast on any proposal and will have no effect on the outcome of the vote for Items 1, 2 or 3. “Broker non-votes” are not considered votes cast on Items 1 or 3 and will have no effect on the outcome of the vote. Brokers will have discretionary voting power regarding Item 2 in the event that beneficial owners, who own their shares in “street name,” do not provide voting instructions regarding Item 2. 2022 Proxy Statement75 Table of Contents ANNUAL MEETING QUESTIONS & ANSWERS Q: How do I vote? A: To vote by proxy, you must do one of the following: Vote by Internet.If you are a shareholder of record, you can vote your shares via the Internet 24 hours a day by following the instructions in the Notice. The website address for Internet voting is indicated in the Notice. If you are a beneficial owner, or you hold your shares in “street name” (that is, through a bank, broker or other nominee), please check your voting instruction card or contact your bank, broker or nominee to determine whether you will be able to vote via the Internet. Vote by Telephone.If you are a shareholder of record, you can vote your shares by telephone 24 hours a day by calling 1-800-690-6903 on a touch-tone telephone. Easy-to-follow voice prompts enable you to vote your shares and confirm that your instructions have been properly recorded. If you are a beneficial owner, or you hold your shares in “street name,” please check your voting instruction card or contact your bank, broker or nominee to determine whether you will be able to vote by telephone. Vote by Mail.If you requested printed proxy materials and choose to vote by mail, complete, sign, date and return your proxy card in the postage-paid envelope provided if you are a shareholder of record or your voting instruction card if you hold your shares in “street name.” Please promptly mail your proxy card or voting instruction card to ensure that it is received prior to the Annual Meeting. To vote during the Annual Meeting, you must visit www.virtualshareholdermeeting.com/CSX2022 at the time of the Annual Meeting and enter the 16-digit control number included on your proxy card or on your Notice. Even if you plan to participate in the Annual Meeting, we recommend that you vote by proxy as described above prior to the Annual Meeting so that your vote will be counted if you later decide not to participate in the Annual Meeting. Q: Can I change my vote? A: Yes. If you are a shareholder of record, you may change your vote or revoke your proxy any time before it is voted (i) by delivering written notice to CSX Corporation, 2019Office of the Corporate Secretary, 500 Water Street, C160, Jacksonville, Florida 32202, (ii) by timely delivering a later-dated signed proxy card or written revocation, or (iii) by a later vote via the Internet, by telephone or by voting at the Annual Meeting using the 16-digit control number included on your proxy card or on your Notice. If you hold your shares in “street name,” you should follow the instructions provided by your bank, broker or other nominee if you wish to change your vote. Q: Will my shares be voted if I do not provide voting instructions to my broker? A: If you hold your shares in “street name” through a bank, broker or other nominee, the bank, broker or other nominee is required to vote those shares in accordance with your instructions. If you do not give instructions to the banker, broker or other nominee, the bank, broker or other nominee will be entitled to vote your shares with respect to “discretionary” items but will not be permitted to vote your shares with respect to “non-discretionary” items (those shares are treated as “broker non-votes”). The proposal to ratify the appointment of EY as CSX’s Independent Registered Public Accounting Firm for 2022 is considered a routine matter for which a bank, broker or other nominee will have discretionary voting power if you do not give instructions with respect to this proposal. The proposals to: (i) elect directors; and (ii) vote on an advisory (non-binding) resolution on executive compensation are non-routine matters for which a bank, broker or other nominee will not have discretionary voting power and for which specific instructions from owners who hold their shares in “street name” are required in order for a broker to vote your shares. Q: What happens if I return my proxy card but do not give voting instructions? A: If you are a shareholder of record and sign, date and return the proxy card but do not give voting instructions, the shares represented by that proxy will be voted as recommended by the Board. The Board unanimously recommends a vote: 1.   FORthe election of the 11 director nominees named in this Proxy Statement; 2.   FORthe ratification of the appointment of EY as CSX’s Independent Registered Public Accounting Firm for 2022; and 3.   FORthe approval, on an advisory (non-binding) basis, of the compensation of the Named Executive Officers as disclosed in these materials. 76     Table of Contents ANNUAL MEETING QUESTIONS & ANSWERS Q: What happens if other matters are properly presented at the Annual Meeting? A: If any other matters are properly presented for consideration at the Annual Meeting, the person named as proxy on the enclosed proxy card will have discretion to vote on those matters for you. Management and the Board are not aware of any matters that may properly be brought before the Annual Meeting other than the matters disclosed in this Proxy Statement, except that management has received notice from a shareholder that he intends to present himself for nomination as a director at the Annual Meeting. If this shareholder does properly present himself as a nominee at the Annual Meeting, the number of nominees for director will exceed the number of directors to be elected, and directors will be elected by a plurality of the votes cast, rather than by majority vote. In this situation, the person voting the proxies solicited by the Board for the Annual Meeting will vote as directed by you with respect to the election of the 11 directors named in this Proxy Statement and will vote against or abstain from voting on the shareholder’s director nominee. If any other matters not disclosed in this Proxy Statement are properly presented at the Annual Meeting for consideration, the person voting the proxies solicited by the Board for the Annual Meeting will vote them in accordance with his best judgment. Q: How are votes counted? A: Votes are counted by an independent inspector of elections appointed by the Company. Q: What happens if the Annual Meeting is postponed or adjourned? A: Unless a new record date has been fixed, your proxy will still be in effect and may be voted at the reconvened meeting. You will still be able to change your vote or revoke your proxy with respect to any item until the polls have closed for voting on such item. Q: What is the deadline for consideration of shareholder proposals for the 2023 Annual Meeting of Shareholders? A: Shareholder Proposals for Inclusion in Next Year’s Proxy Statement. A shareholder who wants to submit a proposal to be included in the proxy statement for the 2023 Annual Meeting must send the proposal to CSX Corporation, Office of the Corporate Secretary, 500 Water Street, C160, Jacksonville, Florida, 32202, so that it is received on or before November 22, 2022, unless the date of the 2023 Annual Meeting is changed by more than 30 days from May 4, 2023, in which case the proposal must be received a reasonable time before the Company begins to print and mail its proxy materials for the 2023 Annual Meeting. Shareholder Proposals or Director Nominees Not to be Included in Next Year’s Proxy Statement. A shareholder who wants to nominate a director or submit a proposal that will not be in the proxy statement but will be considered at the 2023 Annual Meeting, pursuant to the CSX bylaws, must send notice and the required information to CSX Corporation, Office of the Corporate Secretary, 500 Water Street, C160, Jacksonville, FL 32202, so that it is received no earlier than the close of business on January 4, 2023, nor later than the close of business on February 3, 2023, unless the date of the 2023 Annual Meeting is more than 30 days before or more than 70 days after May 4, 2023, in which case the nomination or proposal must be received no earlier than the 120th day prior to the date of the 2023 Annual Meeting and no later than the close of business on the later of the 90th day prior to the date of the 2023 Annual Meeting or the 10th day following the day on which the Company first publicly announces the date of the 2023 Annual Meeting. Director Nominees for Inclusion in Next Year’s Proxy Statement (Proxy Access).The Company’s bylaws provide “proxy access” by allowing a shareholder, or a group of up to 20 shareholders, owning 3% or more of the Company’s outstanding common stock continuously for at least three years to submit director nominees (up to the greater of two directors or the number of directors representing 20% of the Board) for inclusion in the Company’s proxy statement, subject to the other requirements set forth in the bylaws. To include a director nominee in the Company’s proxy statement for the 2023 Annual Meeting, the proposing shareholder(s) must send notice and the required information to CSX Corporation, Office of the Corporate Secretary, 500 Water Street, C160, Jacksonville, Florida, 32202, so that it is received by November 22, 2022. 2022 Proxy Statement    77 Table of Contents ANNUAL MEETING QUESTIONS & ANSWERS Q: Does the Board consider director nominees recommended by shareholders? A: Yes. The Governance and Sustainability Committee of the Board will review recommendations as to possible nominees received from shareholders and other qualified sources. The Governance and Sustainability Committee will evaluate possible nominees received from shareholders using the same criteria it uses for other director nominees. Shareholder recommendations should be submitted in writing addressed to the Chair of the Governance and Sustainability Committee, CSX Corporation, 500 Water Street, C160, Jacksonville, Florida 32202, and should include a statement about the qualifications and experience of the proposed nominee. Shareholders who wish to nominate a director nominee should do so in accordance with the nomination provisions of the Company’s bylaws. A shareholder nomination for the 2023 Annual Meeting must be delivered to the Company within the time periods described above and set forth in the Company’s bylaws. 78     Table of Contents Awards and Achievements CSX continues to be recognized with several high-profile awards, rankings and selections for its business practices, long-term investment value and commitment to excellence, including the following: Forbes Green Growth 50: CSX was named to the 2021 Forbes Green Growth 50 list of corporations that have successfully cut greenhouse gas emissions while increasing earnings. Fortune Most Admired Companies: CSX was named one of the World’s Most Admired Companies by Fortune magazine in 2022. 2021 Dow Jones Sustainability Index (DJSI): CSX received this top sustainability honor for the eleventh consecutive year for high performance in environmental management, corporate governance, supply chain management, and corporate citizenship and philanthropy. Wall Street Journal – World’s Top Transportation Company for Sustainability: CSX is the most sustainably run transportation company in the world, according to a 2020 analysis by the Wall Street Journal. CDP A List: 2021 marked the ninth consecutive year CSX has ranked among CDP’s corporate sustainability leaders. National Defense Transportation Association Service Award The National Defense Transportation Association (NDTA) presented CSX with a Corporate Distinguished Service Award at its 19th Fall Meeting in 2021. Newsweek Most Responsible Companies: Newsweek magazine recognized CSX as America’s top railroad for corporate responsibility and first among all U.S. transport and logistics companies. World Finance Magazine – 2020 Most Sustainable Company in the Logistics Industry: For the second consecutive year, CSX was selected by World Finance magazine as the winner in the logistics category for our commitment to ESG policies in all aspects of our operations. U.S. Veterans Magazine – Best of the Best Top Veteran-Friendly Companies: The U.S. Veterans Magazine included CSX on its Best of the Best Top Veteran-Friendly Companies list in 2020 for the second year in a row, recognizing our efforts in welcoming veterans to our workforce. Military Times – Best for Vets: Employers: Military Times released its annual Best for Vets: Employers ranking for 2020, with CSX appearing in 44th position. Disability:IN – Best Place to Work for Disability Inclusion: For the third consecutive year, CSX was recognized as a Best Place to Work for Disability Inclusion by Disability:IN and the American Association of People with Disabilities. U.S. Veterans Management Named to the list Best of the Best Top Veteran-Friendly Companies for 2021. Table of Contents Table of Contents Important Notice Regarding the Availability of Proxy Materials for the Annual Shareholders Meeting to be held on May 3, 2019. This Proxy Statement and the 2018 Annual Report are available at www.proxyvote.com. As permitted by rules adopted by the SEC, we are making our proxy materials available to our shareholders electronically via the Internet. We have mailed many of our shareholders a Notice containing instructions on how to access this Proxy Statement and the 2018 Annual Report and vote online. If you received a Notice by mail, you will not receive a printed copy of the proxy materials in the mail. Instead, the Notice instructs you on how to access and review all of the important information contained in the Proxy Statement and the 2018 Annual Report. The Notice also instructs you on how you may submit your voting instructions over the Internet. If you received a Notice by mail and would like to receive a printed copy of our proxy materials, you should follow the instructions for requesting such materials included in the Notice. ANNUAL REPORT ON FORM 10-K The 2018 Annual Report (without exhibits) is available onwww.csx.com. The 2018 Annual Report (with exhibits) is also available on the website maintained by the SEC(www.sec.gov). The information on or accessible through our website is not part of this Proxy Statement. You may submit a request for a printed version of the 2018 Annual Report in one of the following manners:  ● Send your request by mail to CSX Corporation, Shareholder Relations, 500 Water Street, Jacksonville, Florida 32202; or ● Call CSX Shareholder Relations at (904) 359-3256. March 20, 2019 By Order of the Board of Directors Nathan D. Goldman Executive Vice President-Chief Legal Officer and Corporate Secretary WWW.CSX.COM          71 Table of Contents Neither the Board nor management intends to bring before the Annual Meeting any business other than the matters referred to in the Notice of Meeting and this Proxy Statement. If any other matters are properly brought before the Annual Meeting, or any adjournment thereof, the persons appointed in the accompanying proxy will vote the shares represented thereby in accordance with their best judgment. 72          CSX Corporation 2019 Proxy Statement Table of Contents CSX 2019 STOCK AND INCENTIVE AWARD PLAN Section 1. Purpose The purpose of the CSX 2019 Stock and Incentive Award Plan (as amended from time to time, the“Plan”) is to motivate and reward employees and other individuals to perform at the highest level and contribute significantly to the success of CSX Corporation (the“Company”), thereby furthering the best interests of the Company and its shareholders. Section 2. Definitions As used in the Plan, the following terms shall have the meanings set forth below: (a) “Affiliate” means any entity that, directly or indirectly through one or more intermediaries controls, is controlled by or is under common control with, the Company. (b) “Award” means any Option, SAR, Restricted Stock, RSU, Performance Award, Other Cash-Based Award, Dividend Equivalents or Other Stock-Based Award granted under the Plan. (c) “Award Agreement” means any agreement, contract or other instrument or document (including in electronic form) evidencing any Award granted under the Plan, which may, but need not, be executed or acknowledged by a Participant. (d) “Beneficial Owner” has the meaning ascribed to such term in Rule 13d-3 under the Exchange Act. (e) “Beneficiary” means a Person entitled to receive payments or other benefits or exercise rights that are available under the Plan in the event of the Participant’s death. If no such Person can be named or is named by the Participant, or if no Beneficiary designated by such Participant is eligible to receive payments or other benefits or exercise rights that are available under the Plan at the Participant’s death, such Participant’s Beneficiary shall be such Participant’s estate. (f) “Board” means the Board of Directors of the Company. (g) “Cause” means (unless otherwise specified by the Committee in a binding writing): (i) an act of personal dishonesty by a Participant resulting in substantial personal enrichment of the Participant at the expense of CSX, a Subsidiary or Affiliate; (ii) a violation of a Participant’s management responsibilities which is demonstrably willful and deliberate on the Participant’s part and which is not remedied in a reasonable period of time after receipt of written notice from the Employer; (iii) the conviction of the Participant of, or a plea of guilty or nolo contendre to, a felony involving moral turpitude; (iv) a significant act involving moral turpitude that adversely affects the reputation or business of CSX, a Subsidiary or Affiliate; or (v) a violation of CSX’s code of ethics. (h) “Change in Control” means the occurrence of any of the following: (i) Stock Acquisition. The acquisition by any Person of beneficial ownership (within the meaning of Rule 13d-3 promulgated under the Exchange Act) of 20 percent or more of either (A) the then outstanding shares of common stock of CSX (the “Outstanding Company Common Stock”), or (B) the combined voting power of the then outstanding voting securities of CSX entitled to vote generally in the election of directors (the“Outstanding Company Voting Securities”); provided however, that for purposes of this subsection (i), the following acquisitions shall not constitute a change in control: (A) any acquisition directly from CSX; (B) any acquisition by CSX; (C) any acquisition by any employee benefit plan (or related trust) sponsored or maintained by CSX or any corporation controlled by CSX; or (D) any acquisition by any corporation pursuant to a transaction which complies with clauses (A), (B) and (C) of subsection (iii) of this Section 1(h); or (ii) Board Composition. Individuals who, as of the date hereof, constitute the Board (the“Incumbent Board”) cease for any reason to constitute at least a majority of the Board; provided, however, that any individual becoming a Director after such date whose election or nomination for election by CSX’s shareholders was approved by a vote of at least a majority of the directors then comprising the Incumbent Board shall be considered as though such individual were a member of the Incumbent Board, but excluding, for this purpose, any such individuals whose initial assumption of office occurs as a result of an actual or threatened election contest with respect to the election or removal of Directors or other actual or threatened solicitation of proxies or consents by or on behalf of a Person other than the Board; or WWW.CSX.COM          73 Table of Contents Appendix A (iii) Business Combination. An actual change in ownership of Outstanding Company Common Stock, Outstanding Company Voting Securities, and/or assets of CSX or CSX Transportation, Inc. by reason of a reorganization, merger, consolidation, or sale or other disposition of all or substantially all of the assets of CSX or CSX Transportation, Inc. that is not subject, as a matter of law or contract, to approval by the Surface Transportation Board or any successor agency or regulatory body having jurisdiction over such transactions (the“STB”) (a“Business Combination”),in each case, unless, following such Business Combination: (A) all or substantially all of the individuals and entities who were the beneficial owners, respectively, of the Outstanding Company Common Stock and Outstanding Company Voting Securities immediately prior to such Business Combination beneficially own, directly or indirectly, more than 50 percent of, respectively, the then outstanding shares of common stock and the combined voting power of the then outstanding voting securities entitled to vote generally in the election of directors, as the case may be, of the corporation resulting from such Business Combination (including, without limitation, a corporation which as a result of such transaction owns CSX or CSX Transportation, Inc. or all or substantially all of the assets of CSX or CSX Transportation, Inc. either directly or through one or more subsidiaries) in substantially the same proportions as their ownership immediately prior to such Business Combination of the Outstanding Company Common Stock and Outstanding Company Voting Securities, as the case may be; (B) no Person (excluding a corporation resulting from such Business Combination or an employee benefit plan (or related trust) of CSX or the corporation resulting from such Business Combination) beneficially owns, directly or indirectly, 20 percent or more of, respectively, the then outstanding shares of common stock of the corporation resulting from such Business Combination or the combined voting power of the then outstanding voting securities of such corporation except to the extent that such ownership existed prior to the Business Combination; and (C) at least a majority of the members of the board of directors of the corporation resulting from such Business Combination were members of the Incumbent Board at the time of the execution of the initial agreement, or of the action of the Board providing for such Business Combination; or (iv) Regulated Business Combination. An actual change in ownership of Outstanding Company Common Stock, Outstanding Company Voting Securities, and/or assets of CSX or CSX Transportation, Inc. by reason of a Business Combination that is subject, as a matter of law or contract, to approval by the STB (a“Regulated Business Combination”) unless such Business Combination complies with clauses (A), (B) and (C) of subsection (iii) of this Section 1(h); or (v) Liquidation or Dissolution. Approval by the shareholders of CSX of a complete liquidation or dissolution of CSX or CSX Transportation, Inc. Notwithstanding the foregoing or any provision of any Award Agreement to the contrary, for any Award that provides for accelerated distribution on a Change in Control of amounts that constitute “deferred compensation” (as defined in Section 409A of the Code), if the event that constitutes such Change in Control does not also constitute a change in the ownership or effective control of the Company, or in the ownership of a substantial portion of the Company’s assets (in either case, as defined in Section 409A of the Code), such amount shall not be distributed on such Change in Control but instead shall vest as of such Change in Control and shall be distributed on the scheduled payment date specified in the applicable Award Agreement, except to the extent that earlier distribution would not result in the Participant who holds such Award incurring interest or additional tax under Section 409A of the Code. (i) “Code” means the Internal Revenue Code of 1986, as amended from time to time, and the rules, regulations and guidance thereunder. Any reference to a provision in the Code shall include any successor provision thereto. (j) “Committee” means the Compensation Committee of the Board unless another committee is designated by the Board. If there is no Compensation Committee of the Board and the Board does not designate another committee, references herein to the “Committee” shall refer to the Board. With respect to Awards to be granted to Directors, the term “Committee” means the Governance Committee of the Board. (k) “Consultant” means any individual, including an advisor, who is providing services to the Company or any Affiliate or who has accepted an offer to provide such services or consultancy from the Company or any Affiliate. (l) “Director” means any member of the Board. (m) “Disability” means, with respect to a Participant, “disability” as defined in the Participant’s Service Agreement, if any, or if not so defined, unless otherwise provided in the Participant’s applicable Award Agreement, a disability that would qualify as such under the Company’s long-term disability plan. Notwithstanding the foregoing, with respect to any payment pursuant to an Award that is subject to Section 409A of the Code that is triggered upon a Disability, Disability means that the Participant is disabled as defined under Section 409A(a)(2)(C) of the Code. (n) “Dividend Equivalent” means a right awarded under of Section 11. Other references to “dividend equivalents” and “dividend equivalent rights” are intended to allow for adjustments or payments in cash, Shares, other property or by the adjustment of the actual or target Shares or units comprising an Award, in respect of dividends declared on outstanding Shares. (o) “Effective Date” means May 3, 2019. (p) “Employee” means any individual, including any officer, employed by the Company or any Affiliate or any prospective employee or officer who has accepted an offer of employment from the Company or any Affiliate, with the status of employment determined based upon such factors as are deemed appropriate by the Committee in its discretion, subject to any requirements of the Code or applicable laws. (q) “Employer” means CSX and each Subsidiary or Affiliate that employs one or more Participants. (r) “Exchange Act” means the Securities Exchange Act of 1934, as amended from time to time, and the rules, regulations and guidance thereunder. Any reference to a provision in the Exchange Act shall include any successor provision thereto. 74          CSX Corporation 2019 Proxy Statement Table of Contents Appendix A (s) “Fair Market Value” or“FMV” means (i) with respect to Shares, the closing price of a Share on the referenced date or the date designated by the Committee in accordance with this Plan (or, if there is no reported sale on such date, on the last preceding date on which any reported sale occurred), on the principal stock market or exchange on which the Shares are quoted or traded, or if Shares are not so quoted or traded, the fair market value of a Share as determined by the Committee, and (ii) with respect to any property other than Shares, the fair market value of such property determined by such methods or procedures as shall be established from time to time by the Committee. (t) “Good Reason” as to any Participant, means (unless otherwise specified by the Committee in a binding writing) (i) a material reduction in the Participant’s compensation or employment related benefits (other than across-the-board reductions that affect management employees generally); (ii) a material diminution of the Participant’s status, title(s), office(s), working conditions, or management responsibilities (other than changes in reporting or management responsibilities required by applicable federal or state law); or (iii) a change in the location of Participant’s place of employment of more than 30 miles without the Participant’s consent. A Participant’s resignation shall not be with Good Reason unless the Participant gives the Employer written notice of the purported existence of Good Reason and the Employer fails to cure or remedy the condition within thirty (30) days after the Participant’s notice. (u) “Incentive Stock Option” means an option representing the right to purchase Shares from the Company (or portion of such option), granted pursuant to the provisions of Section 6, that meets the requirements of Section 422 of the Code and is not designated as a Non-Qualified Stock Option by the Committee. (v) “Initial Value” means the amount prescribed by the Committee for purposes of determining the amount payable upon the exercise of a SAR. The Initial Value cannot be less than 100% of the FMV of the underlying Shares as of the grant of the relevant Award. If the Committee does not prescribe an Initial Value for a SAR, the Initial Value shall be 100% of the FMV of the underlying Company Stock as of the grant of the SAR. (w) “Non-Employee Director” means any Director who is not an employee of the Company or any Subsidiary. (x) “Non-Qualified Stock Option” means an option representing the right to purchase Shares from the Company (or portion of such option), granted pursuant to Section 6, that does not meet the requirements of Section 422 of the Code or is designated as a Non-Qualified Stock Option by the Committee. (y) “Option” means an Incentive Stock Option or a Non-Qualified Stock Option. (z) “Other Cash-Based Award” means an Award granted pursuant to Section 12, including cash awarded as a bonus or upon the attainment of specified performance criteria or otherwise as permitted under the Plan. (aa) “Other Stock-Based Award” means an Award granted pursuant to Section 12 that may be denominated or payable in, valued in whole or in part by reference to, or otherwise based on, or related to, Shares or factors that may influence the value of Shares, including convertible or exchangeable debt securities, other rights convertible or exchangeable into Shares, purchase rights for Shares, dividend rights or dividend equivalent rights or Awards with value and payment contingent upon performance of the Company or business units thereof or any other factors designated by the Committee. (bb) “Participant” means the recipient of an Award granted under the Plan. (cc) “Performance Award” means an Award (or portion thereof) granted pursuant to Section 10. (dd) “Performance Period” means the period established by the Committee with respect to any Performance Award during which the performance goals specified by the Committee with respect to such Award are to be measured. (ee) “Person” has the meaning ascribed to such term in Section 3(a)(9) of the Exchange Act and used in Sections 13(d) and 14(d) thereof, including a “group” as defined in Section 13(d) thereof. (ff) “Restricted Stock” means any Share subject to certain restrictions and forfeiture conditions, granted pursuant to Section 8. (gg) “RSU” means a contractual right to receive the value of one Share (or a percentage of such value) in cash, Shares or a combination thereof, granted pursuant to Section 9 that is denominated in Shares. Awards of RSUs may include the right to receive dividend equivalents. (hh) “SAR” means any right granted pursuant to Section 7 to receive upon exercise by the Participant or settlement, in cash, Shares or a combination thereof, the excess of (i) the Fair Market Value of one Share on the date of exercise or settlement over (ii) the exercise or hurdle price of the right on the date of grant. (ii) “SEC” means the U.S. Securities and Exchange Commission. (jj) “Service Agreement” means any offer letter or employment, severance, consulting or similar agreement between the Company or any of its Subsidiaries and the Participant. (kk) “Share” means a share of common stock, $1.00 par value, of CSX. In the event of a change in the capital structure of CSX affecting the common stock, the shares resulting from such a change in the common stock shall be deemed to be Shares within the meaning of the Plan. (ll) “Subsidiary” means an entity of which the Company, directly or indirectly, holds all or a majority of the value of the outstanding equity interests of such entity or a majority of the voting power with respect to the voting securities of such entity. Whether employment by or service with a Subsidiary is included within the scope of this Plan shall be determined by the Committee. (mm) “Substitute Award” means an Award granted in assumption of, or in substitution for, an outstanding award previously granted by a company or other business acquired by the Company or with which the Company combines. (nn) “Target Payout Level” means the payout level defined as “target” under the terms of the Performance Award. (oo) “Termination of Service” means, in the case of a Participant who is an Employee, cessation of the employment relationship such that the Participant is no longer an employee of the Company or any Affiliate, or, in the case of a Participant who is a Consultant or Non-Employee Director, the date the performance of services for the Company or any Affiliate has ended; provided, however, that in the case of a Participant who is an Employee, the transfer of employment from the Company to an Affiliate, from an Affiliate to the Company, from one Affiliate to another Affiliate or, unless the Committee determines otherwise, the cessation of employee status but the continuation of the performance of services for the Company or an Affiliate, as applicable, as a Non-Employee Director or Consultant shall not be deemed a cessation of service that would constitute a Termination of Service; provided, further, that a Termination of Service shall be deemed to occur for a WWW.CSX.COM          75 Table of Contents Appendix A Participant employed by a Subsidiary when a Subsidiary ceases to be a Subsidiary unless such Participant’s employment continues with the Company or another Subsidiary. Notwithstanding the foregoing, with respect to any Award subject to Section 409A of the Code (and not exempt therefrom), a Termination of Service occurs when a Participant experiences a “separation of service” (as such term is defined under Section 409A of the Code). (pp) “Qualifying Combination” means a Business Combination or a Regulated Business Combination. Section 3. Eligibility (a) Any Employee, Non-Employee Director or Consultant shall be eligible to be selected to receive an Award under the Plan, to the extent that an offer of an Award or a receipt of such Award is permitted by applicable law, stock market or exchange rules and regulations or accounting or tax rules and regulations. (b) Holders of options and other types of awards granted by a company or other business that is acquired by the Company or with which the Company combines are eligible for grants of Substitute Awards under the Plan to the extent permitted under applicable regulations of any stock exchange on which the Company is listed. Section 4. Administration (a) Administration of the Plan. The Plan shall be administered by the Committee. All decisions of the Committee shall be final, conclusive and binding upon all parties, including the Company, its shareholders, Participants and any Beneficiaries thereof. The Committee may issue rules and regulations for administration of the Plan. (b) Delegation of Authority. To the extent permitted by applicable law, the Committee may delegate to one or more officers of the Company some or all of its authority under the Plan, including the authority to grant Options and SARs or other Awards in the form of Share rights (except that such delegation shall not be applicable to any Award for a Person then covered by Section 16 of the Exchange Act), and the Committee may delegate to one or more committees of the Board (which may consist of solely one Director) some or all of its authority under the Plan, including the authority to grant all types of Awards, in accordance with applicable law. (c) Authority of Committee. Subject to the terms of the Plan and applicable law, the Committee (or its delegate) shall have full discretion and authority to: (i) designate Participants; (ii) determine the type or types of Awards (including Substitute Awards) to be granted to each Participant under the Plan; (iii) determine the number of Shares to be covered by (or with respect to which payments, rights or other matters are to be calculated in connection with) Awards; (iv) determine the terms and conditions of any Award and prescribe the form of each Award Agreement which need not be identical for each Participant; (v) determine whether, to what extent and under what circumstances Awards may be settled or exercised in cash, Shares, other Awards, other property, net settlement, or any combination thereof, or canceled, forfeited or suspended, and the method or methods by which Awards may be settled, exercised, canceled, forfeited or suspended; (vi) determine whether, to what extent and under what circumstances cash, Shares, other Awards, other property and other amounts payable with respect to an Award under the Plan shall be deferred either automatically or at the election of the holder thereof or of the Committee; (vii) amend terms or conditions of any outstanding Awards; (viii) correct any defect, supply any omission and reconcile any inconsistency in the Plan or any Award, in the manner and to the extent it shall deem desirable to carry the Plan into effect; (ix) interpret and administer the Plan and any instrument or agreement relating to, or Award made under, the Plan; (x) establish, amend, suspend or waive such rules and regulations and appoint such agents, trustees, brokers, depositories and advisors and determine such terms of their engagement as it shall deem appropriate for the proper administration of the Plan and due compliance with applicable law, stock market or exchange rules and regulations or accounting or tax rules and regulations; and (xi) make any other determination and take any other action that the Committee deems necessary or desirable for the administration of the Plan and due compliance with applicable law, stock market or exchange rules and regulations or accounting or tax rules and regulations (including, for the avoidance of doubt, any modifications to the terms applicable to Awards in the event of a Change in Control or other corporate transaction). Notwithstanding anything to the contrary contained herein, the Board may, in its sole discretion, at any time and from time to time, grant Awards or administer the Plan. In any such case, the Board shall have all of the authority and responsibility granted to the Committee herein. Section 5. Shares Available for Awards (a) Subject to adjustment as provided in Section 5(c)(i) and except for Substitute Awards, the maximum number of Shares available for issuance under the Plan shall not exceed in the aggregate 28 million Shares (the“Share Pool”). (b) If any Award is forfeited, cancelled, expires, terminates or otherwise lapses or is settled in cash, in whole or in part, without the delivery of Shares, then the Shares covered by such forfeited, expired, terminated or lapsed Award shall again be available for grant under the Plan. For the avoidance of doubt, the following will not again become available for issuance under the Plan: (i) any Shares that are withheld by the Company or tendered by a Participant (by either actual delivery or attestation) on or after the Effective Date (A) to pay the Exercise Price of an Option granted under the Plan or (B) to satisfy tax withholding obligations associated with an Award granted under the Plan, (ii) any Shares that were subject to a stock-settled SAR granted under the Plan that were not issued upon the exercise of such SAR on or after the Effective Date, and (iii) any Shares that were purchased by the Company on the open market with the proceeds from the exercise of an Option. (c) In the event that the Committee determines that, as a result of any dividend or other distribution (other than an ordinary dividend or distribution), recapitalization, stock split, reverse stock split, reorganization, merger, consolidation, separation, rights offering, split-up, spin-off, combination, repurchase or exchange of Shares or other securities of the Company, issuance of warrants or other rights to purchase Shares or other securities of the Company, issuance of Shares pursuant to the anti-dilution provisions of securities of the Company, or 76          CSX Corporation 2019 Proxy Statement Table of Contents Appendix A other similar corporate transaction or event affecting the Shares, or of changes in applicable laws, regulations or accounting principles, an adjustment is appropriate in order to prevent dilution or enlargement of the benefits or potential benefits intended to be made available under the Plan, then the Committee shall, subject to compliance with Section 409A of the Code and other applicable law, adjust equitably so as to ensure no undue enrichment or harm (including by payment of cash), any or all of: (i) the number and type of Shares (or other securities) which thereafter may be made the subject of Awards, including the aggregate limits specified in Section 5(a) and Section 5(e); (ii) the number and type of Shares (or other securities) subject to outstanding Awards; and (iii) the grant, purchase, exercise or hurdle price with respect to any Award or, if deemed appropriate, make provision for a cash payment to the holder of an outstanding Award; provided, however, that the number of Shares subject to any Award denominated in Shares shall always be a whole number. (d) Any Shares delivered pursuant to an Award may consist, in whole or in part, of authorized and unissued Shares. (e) Subject to adjustment as provided in Section 5(c)(i), the maximum number of Shares available for issuance with respect to Incentive Stock Options shall be equal to the Share Pool. Section 6. Options The Committee is authorized to grant Options to Participants with the following terms and conditions and with such additional terms and conditions, in either case not inconsistent with the provisions of the Plan, as the Committee shall determine: (a) The exercise price per Share under an Option shall be determined by the Committee at the time of grant;provided, however, that, except in the case of Substitute Awards, such exercise price shall not be less than the Fair Market Value of a Share determined at the time of such Option. (b) The term of each Option shall be fixed by the Committee but shall not exceed 10 years from the date of grant of such Option. The Committee shall determine the time or times at which an Option becomes vested and exercisable in whole or in part. (c) The Committee shall be entitled to approve or disapprove the method or methods by which, and the form or forms, including cash, Shares, other Awards, other property, net settlement, broker-assisted cashless exercise or any combination thereof, having a Fair Market Value on the exercise date equal to the exercise price of the Shares as to which the Option shall be exercised, in which payment of the exercise price with respect thereto may be made or deemed to have been made. (d) No grant of Options may be accompanied by a tandem award of dividend equivalents or provide for dividends, dividend equivalents or other distributions to be paid on such Options (except as provided under Section 5(c)). (e) The terms of any Incentive Stock Option granted under the Plan shall comply in all respects with the provisions of Section 422 of the Code. Incentive Stock Options may be granted only to employees of the Company or of a parent or subsidiary corporation (as defined in Section 424 of the Code). Section 7. Stock Appreciation Rights The Committee is authorized to grant SARs to Participants with the following terms and conditions and with such additional terms and conditions, in either case not inconsistent with the provisions of the Plan, as the Committee shall determine: (a) SARs may be granted under the Plan to Participants either alone (“freestanding”) or in addition to other Awards granted under the Plan (“tandem”) and may, but need not, relate to a specific Option granted under Section 6.  (b) The exercise or hurdle price per Share under a SAR shall be determined by the Committee;provided, however, that, except in the case of Substitute Awards, such exercise or hurdle price shall not be less than the Fair Market Value of a Share on the date of grant of such SAR. (c) The term of each SAR shall be fixed by the Committee but shall not exceed 10 years from the date of grant of such SAR. The Committee shall determine the time or times at which a SAR may be exercised or settled in whole or in part. (d) Upon the exercise of a SAR, the Company shall pay to the Participant an amount equal to the number of Shares subject to the SAR multiplied by the excess, if any, of the Fair Market Value of one Share on the exercise date over the exercise or hurdle price of such SAR. The Company shall pay such excess in cash, in Shares valued at Fair Market Value, or any combination thereof, as determined by the Committee. (e) No grant of SARs may be accompanied by a tandem award of dividend equivalents or provide for dividends, dividend equivalents or other distributions to be paid on such SARs (except as provided under Section 5(c)). Section 8. Restricted Stock The Committee is authorized to grant Awards of Restricted Stock to Participants with the following terms and conditions and with such additional terms and conditions, in either case not inconsistent with the provisions of the Plan, as the Committee shall determine: (a) The Award Agreement shall specify the vesting schedule. (b) Awards of Restricted Stock shall be subject to such restrictions as the Committee may impose, which restrictions may lapse separately or in combination at such time or times, in such installments or otherwise, as the Committee may deem appropriate. (c) Subject to the restrictions set forth in the applicable Award Agreement, a Participant generally shall have the rights and privileges of a stockholder with respect to Awards of Restricted Stock, including the right to vote such Shares of Restricted Stock and the right to receive dividends. WWW.CSX.COM          77 Table of Contents Appendix A (d) The Committee may, in its discretion, specify in the applicable Award Agreement that any or all dividends or other distributions paid on Awards of Restricted Stock prior to vesting be paid either in cash or in additional Shares and either on a current or deferred basis and that such dividends or other distributions may be reinvested in additional Shares, which may be subject to the same restrictions as the underlying Awards. (e) Any Award of Restricted Stock may be evidenced in such manner as the Committee may deem appropriate, including book-entry registration. (f) The Committee may provide in an Award Agreement that an Award of Restricted Stock is conditioned upon the Participant making or refraining from making an election with respect to the Award under Section 83(b) of the Code. If a Participant makes an election pursuant to Section 83(b) of the Code with respect to an Award of Restricted Stock, the Participant shall be required to file promptly a copy of such election with the Company and the applicable Internal Revenue Service office. Section 9. RSUs The Committee is authorized to grant Awards of RSUs to Participants with the following terms and conditions and with such additional terms and conditions, in either case not inconsistent with the provisions of the Plan, as the Committee shall determine:  (a) The Award Agreement shall specify the vesting schedule and the delivery schedule (which may include deferred delivery later than the vesting date). (b) Awards of RSUs shall be subject to such restrictions as the Committee may impose, which restrictions may lapse separately or in combination at such time or times, in such installments or otherwise, as the Committee may deem appropriate. (c) An RSU shall not convey to the Participant the rights and privileges of a stockholder with respect to the Share subject to the RSU, such as the right to vote or the right to receive dividends, unless and until a Share is issued to the Participant to settle the RSU. (d) The Committee may, in its discretion, specify in the applicable Award Agreement that any or all dividend equivalents or other distributions paid on Awards of RSUs prior to vesting or settlement, as applicable, be paid either in cash or in additional Shares and either on a current or deferred basis and that such dividend equivalents or other distributions may be reinvested in additional Shares, which may be subject to the same restrictions as the underlying Awards. (e) Shares delivered upon the vesting and settlement of an RSU Award may be evidenced in such manner as the Committee may deem appropriate, including book-entry registration. (f) The Committee may determine the form or forms (including cash, Shares, other Awards, other property or any combination thereof) in which payment of the amount owing upon settlement of any RSU Award may be made. Section 10. Performance Awards The Committee is authorized to grant Performance Awards to Participants with the following terms and conditions and with such additional terms and conditions, in either case not inconsistent with the provisions of the Plan, as the Committee shall determine: (a) A Performance Award may be denominated as a cash amount, number of Shares or units or a combination thereof and is an Award (or a portion thereof) which may be earned upon achievement or satisfaction of one or more performance conditions specified by the Committee. In addition, the Committee may specify that any other Award (or portion thereof) shall constitute a Performance Award by conditioning the grant to a Participant or the right of a Participant to exercise the Award (or any portion thereof) or have it settled, and the timing thereof, upon achievement or satisfaction of such performance conditions as may be specified by the Committee. The Committee may use such business criteria and other measures of performance as it may deem appropriate in establishing any performance conditions. Subject to the terms of the Plan, the performance goals to be achieved during any Performance Period, the length of any Performance Period, the amount of any Performance Award granted and the amount of any payment or transfer to be made pursuant to any Performance Award shall be determined by the Committee. (b) If the Committee determines that a change in the business, operations, corporate structure or capital structure of the Company, or the manner in which the Company conducts its business, or other events or circumstances render the performance objectives unsuitable, the Committee may modify the performance objectives or the related minimum acceptable level of achievement, in whole or in part, as the Committee deems appropriate and equitable such that it does not provide any undue enrichment or harm. Performance measures may vary from Performance Award to Performance Award and from Participant to Participant, and may be established on a stand-alone basis, in tandem or in the alternative. The Committee shall have the power to impose such other restrictions on Awards subject to this Section 10(b) as it may deem necessary or appropriate to ensure that such Awards satisfy all requirements of any applicable law, stock market or exchange rules and regulations or accounting or tax rules and regulations. (c) Settlement of Performance Awards shall be in cash, Shares, other Awards, other property, net settlement, or any combination thereof, as determined in the discretion of the Committee. (d) A Performance Award shall not convey to the Participant the rights and privileges of a stockholder with respect to the Share subject to the Performance Award, such as the right to vote (except as relates to Restricted Stock) or the right to receive dividends, unless and until Shares are issued to the Participant to settle the Performance Award. The Committee, in its sole discretion, may provide that a Performance Award shall convey the right to receive dividend equivalents on the Shares underlying the Performance Award with respect to any dividends declared during the period that the Performance Award is outstanding, in which case, such dividend equivalent rights shall accumulate and shall be 78          CSX Corporation 2019 Proxy Statement Table of Contents Appendix A paid in cash or Shares on the settlement date of the Performance Award, subject to the Participant’s earning of the Shares underlying the Performance Awards with respect to which such dividend equivalents are paid upon achievement or satisfaction of performance conditions specified by the Committee. Shares delivered upon the vesting and settlement of a Performance Award may be evidenced in such manner as the Committee may deem appropriate, including book-entry registration. For the avoidance of doubt, unless otherwise determined by the Committee, no dividend equivalent rights shall be provided with respect to any Shares subject to Performance Awards that are not earned or otherwise do not vest or settle pursuant to their terms. (e) The Committee may, in its discretion, increase or reduce the amount of a settlement otherwise to be made in connection with a Performance Award. Section 11. Dividend Equivalents The Committee may grant Dividend Equivalents to any Participant. The Committee shall establish the terms and conditions to which Dividend Equivalents are subject. Dividend Equivalents may be granted in connection with other Incentive Awards or separately. Under a Dividend Equivalent, a Participant shall be entitled to receive, currently or in the future, payments equivalent to the amount of dividends paid by CSX to holders of Shares with respect to the number of Dividend Equivalents held by the Participant; provided, however, that if Dividend Equivalents are granted with a Performance Award, any amount payable under the Dividend Equivalents shall be paid only when, and to the extent that, the performance restrictions of the related Performance Award are satisfied (but in no event later than March 15 of the year following the year in which the performance restrictions are satisfied). The Committee may decide to pay a Dividend Equivalent in Shares, cash, or a combination thereof at the time a Dividend Equivalent is granted or payable. Section 12. Other Cash-Based Awards and Other Stock-Based Awards The Committee is authorized, subject to limitations under applicable law, to grant Other Cash-Based Awards (either independently or as an element of or supplement to any other Award under the Plan) and Other Stock-Based Awards. The Committee shall determine the terms and conditions of such Awards. Shares delivered pursuant to an Award in the nature of a purchase right granted under this Section 12 shall be purchased for such consideration, and paid for at such times, by such methods and in such forms, including cash, Shares, other Awards, other property, net settlement, broker-assisted cashless exercise or any combination thereof, as the Committee shall determine;provided that the purchase price therefor shall not be less than the Fair Market Value of such Shares on the date of grant of such right. Section 13. Effect of Termination of Service or a Change in Control on Awards The following shall apply in the event of a Change in Control: (a) Continuation of Awards. Effective as of a Change in Control, each outstanding Award must be continued in accordance with its terms and conditions in effect on the date of the Change in Control, except for adjustments in its terms and conditions as are required to equitably reflect the change in capital structure resulting from the Change in Control. If Company Stock is no longer publicly traded on a recognized exchange, Awards outstanding at the time of the Change in Control must be replaced with a Substitute Award as soon as practicable. (b) Termination of Employment After Change in Control. Each Incentive Award or Substitute Award held by a Participant (A) who resigns within three months after an event constituting Good Reason or (B) whose employment is terminated without Cause by the Company, a Subsidiary or an Affiliate, in either case after a Change in Control and on or before the third anniversary of the Change in Control, is subject to the following: (i) If the Award or Substitute Award is an Option or SAR, the Award shall be cancelled on the date the Participant’s employment terminates in exchange for a single sum cash payment. The payment shall equal the FMV of the Shares or other security subject to the Option or SAR, on the date the Participant’s employment terminates, in excess of the option price or the Initial Value, as applicable, multiplied by the number of Shares or other security subject to the Option or SAR on the date of the termination of employment. (ii) If the Award or Substitute Award is Restricted Stock, all terms and conditions on the Restricted Stock shall be deemed satisfied on the date the Participant’s employment terminates and the Restricted Stock shall be fully vested and immediately transferable. (iii) If the Award or Substitute Award is a Performance Award, the Award shall be considered earned at the Target Payout Level and shall be cancelled on the date the Participant’s employment terminates in exchange for a single sum cash payment. The payment shall equal the FMV of Shares or other security subject to the Award multiplied by the number of Shares or other security subject to the Award at the Target Payout Level. (iv) If the Award or Substitute Award is RSUs, all terms and conditions on the RSUs shall be considered satisfied on the date the Participant’s employment terminates and shall be cancelled on such date in exchange for a single sum cash payment. The payment shall equal the FMV of the Shares or other security subject to the award, multiplied by the number of RSUs subject to the award on the date the Participant’s employment terminates. (v) If the Award or Substitute Award is Dividend Equivalents, all terms and conditions of the Dividend Equivalents shall be considered satisfied on the date the Participant’s employment terminates and shall be cancelled on such date in exchange for a single sum cash payment. The payment shall equal the balance, if any, that has been credited but not yet paid with respect to the Dividend Equivalents. WWW.CSX.COM          79 Table of Contents Appendix A (c) Termination of Employment before a Change in Control in Certain Circumstances. Each Award of a Participant (A) who resigns within three months after an event constituting Good Reason or (B) whose employment is terminated without Cause by the Company, a Subsidiary or an Affiliate, in either case upon or after shareholder approval of a Qualifying Combination and prior to the applicable Change in Control is subject to the following upon the consummation of such Change in Control: (i) All Options and SARs shall be cancelled, on the date of the Qualifying Combination, in exchange for a single sum cash payment. The payment shall equal the FMV of the Shares on such date in excess of the option price or the Initial Value, as applicable, multiplied by the number of shares of Company Stock subject to the Option or SAR on the date of the Change in Control. (ii) All terms and conditions of Restricted Stock and RSUs shall be considered satisfied upon the Qualifying Combination, (and the Restricted Stock shall be entirely vested and transferable and the amount payable for the RSUs shall be immediately payable as of such date). (iii) all Performance Grants, Stock Awards and Dividend Equivalents shall be considered earned at Target Payout Level and immediately payable in cash upon the date of the Qualifying Combination. (d) Additional Participant Rights. If Section 13(a) is not satisfied, then the following shall occur: (i) with respect to Performance Awards, Restricted Stock, RSUs or Dividend Equivalents, the Participant shall be entitled to receive the value of the Award, based upon FMV of the Shares and at the Target Payout Level, where applicable, determined on the date of the Change in Control and paid as soon as practicable thereafter, and (ii) with respect to Options or SARs, the Participant shall be entitled to receive an amount equal to the FMV of the shares covered by the Option or SAR on the date of the Change in Control in excess of the Option price or Initial Value, as applicable, multiplied by the number of shares covered by the Option or SAR and paid as soon as practicable thereafter. (e) Amendments and Termination.On and after a Change in Control, the Committee may not amend or terminate the Plan or the terms of any Award in a manner that adversely impacts such Award without the affected Participant’s consent except as required or provided under Section 13(a) or Section 20. Section 14. General Provisions Applicable to Awards (a) Awards shall be granted for such cash or other consideration, if any, as the Committee determines; provided that in no event shall Awards be issued for less than such minimal consideration as may be required by applicable law. (b) Awards may, in the discretion of the Committee, be granted either alone or in addition to or in tandem with any other Award or any award granted under any other plan of the Company. Awards granted in addition to or in tandem with other Awards, or in addition to or in tandem with awards granted under any other plan of the Company, may be granted either at the same time as or at a different time from the grant of such other Awards or awards. (c) Subject to the terms of the Plan, payments or transfers to be made by the Company upon the grant, exercise or settlement of an Award may be made in the form of cash, Shares, other Awards, other property, net settlement, or any combination thereof, as determined by the Committee in its discretion at the time of grant, and may be made in a single payment or transfer, in installments or on a deferred basis, in each case in accordance with rules and procedures established by the Committee. Such rules and procedures may include provisions for the payment or crediting of reasonable interest on installment or deferred payments or the grant or crediting of dividend equivalents in respect of installment or deferred payments. (d) Except as may be permitted by the Committee or as specifically provided in an Award Agreement: (i) no Award and no right under any Award shall be assignable, alienable, saleable or transferable by a Participant other than by will or pursuant to Section 14(e); and (ii) during a Participant’s lifetime, each Award, and each right under any Award, shall be exercisable only by such Participant or, if permissible under applicable law, by such Participant’s guardian or legal representative. The provisions of this Section 14(d) shall not apply to any Award that has been fully exercised or settled, as the case may be, and shall not preclude forfeiture of an Award in accordance with the terms thereof. (e) A Participant may designate a Beneficiary or change a previous Beneficiary designation only at such times as prescribed by the Committee, in its sole discretion, and only by using forms and following procedures approved or accepted by the Committee for that purpose. (f) All certificates for Shares and/or other securities delivered under the Plan pursuant to any Award or the exercise thereof shall be subject to such stop transfer orders and other restrictions as the Committee may deem advisable under the Plan or the rules, regulations and other requirements of the SEC, any stock market or exchange upon which such Shares or other securities are then quoted, traded or listed, and any applicable securities laws, and the Committee may cause a legend or legends to be put on any such certificates to make appropriate reference to such restrictions. (g) The Committee may impose restrictions on any Award with respect to non-competition, non-solicitation, confidentiality and other restrictive covenants as it deems necessary or appropriate in its sole discretion. Section 15. Amendments and Terminations (a) Amendment or Termination of the Plan. Except to the extent prohibited by applicable law and unless otherwise expressly provided in an Award Agreement or in the Plan (including Section 13(e)), the Board may amend, alter, suspend, discontinue or terminate the Plan or any portion thereof at any time;provided,however, that no such amendment, alteration, suspension, discontinuation or termination shall be made without (i) shareholder approval if such approval is required by applicable law or the rules of the stock market or exchange, if any, on which the Shares are principally quoted or traded or (ii) subject to Section 5(c) and Section 12, the consent of the affected Participant, if such action would materially adversely affect the rights of such Participant under any outstanding Award, except (x) to the extent any such amendment, alteration, suspension, discontinuance or termination is made to cause the Plan to comply with applicable law, stock market or exchange rules and regulations or accounting or tax rules and regulations or (y) to impose any “clawback” or recoupment provisions on any Awards 80          CSX Corporation 2019 Proxy Statement Table of Contents Appendix A (including any amounts or benefits arising from such Awards) in accordance with Section 19. Notwithstanding anything to the contrary in the Plan, the Committee may amend the Plan, or create sub-plans, in such manner as may be necessary to enable the Plan to achieve its stated purposes in any jurisdiction in a tax-efficient manner and in compliance with local rules and regulations. (b) Dissolution or Liquidation. In the event of the dissolution or liquidation of the Company, immediately prior to the consummation of such action, each Award shall be treated as set forth in his Section 13 and shall then terminate, unless otherwise determined by the Committee. (c) Terms of Awards. The Committee may waive any conditions or rights under, amend any terms of, or amend, alter, suspend, discontinue or terminate any Award theretofore granted, prospectively or retroactively, without the consent of any relevant Participant or holder or Beneficiary of an Award;provided,however, that, subject to Section 5(c) and Section 13, no such action shall materially adversely affect the rights of any affected Participant or holder or Beneficiary under any Award theretofore granted under the Plan, except (x) to the extent any such action is made to cause the Plan to comply with applicable law, stock market or exchange rules and regulations or accounting or tax rules and regulations, or (y) to impose any “clawback” or recoupment provisions on any Awards (including any amounts or benefits arising from such Awards) in accordance with Section 19. The Committee shall be authorized to make adjustments in the terms and conditions of, and the criteria included in, Awards in recognition of events (including the events described in Section 5(c)) affecting the Company, or the financial statements of the Company, or of changes in applicable laws, regulations or accounting principles, whenever the Committee determines that such adjustments are appropriate in order to prevent dilution or enlargement of the benefits or potential benefits intended to be made available under the Plan. (d) No Repricing. Notwithstanding the foregoing, except as provided in Section 5(c), no action (including the repurchase of Options or SAR Awards (in each case, that are “out of the money”) for cash and/or other property) shall directly or indirectly, through cancellation and re-grant or any other method, reduce, or have the effect of reducing, the exercise or hurdle price of any Award established at the time of grant thereof without approval of the Company’s shareholders. Section 16. Miscellaneous (a) No Employee, Director, Consultant, Participant, or other Person shall have any claim to be granted any Award under the Plan, and there is no obligation for uniformity of treatment of employees, Participants or holders or Beneficiaries of Awards under the Plan. The terms and conditions of Awards need not be the same with respect to each recipient. Any Award granted under the Plan shall be a one-time Award that does not constitute a promise of future grants. The Company, in its sole discretion, maintains the right to make available future grants under the Plan. (b) The grant of an Award shall not be construed as giving a Participant the right to be retained in the employ of, or to continue to provide services to, the Company or any Subsidiary. Further, the Company or any applicable Subsidiary may at any time dismiss a Participant, free from any liability, or any claim under the Plan, unless otherwise expressly provided in the Plan or in any Award Agreement or in any other agreement binding on the parties. The receipt of any Award under the Plan is not intended to confer any rights on the receiving Participant except as set forth in the applicable Award Agreement. (c) Nothing contained in the Plan shall prevent the Company from adopting or continuing in effect other or additional compensation arrangements, and such arrangements may be either generally applicable or applicable only in specific cases. (d) The Committee may authorize the Company to withhold from any Award granted or any payment due or transfer made under any Award or under the Plan or from any compensation or other amount owing to the Participant the amount (in cash, Shares, other Awards, other property, net settlement, or any combination thereof) of applicable withholding taxes due in respect of an Award, its exercise or settlement or any payment or transfer under such Award or under the Plan and to take such other action (including providing for elective payment of such amounts in cash or Shares by such Participant) as may be necessary to satisfy all obligations for the payment of such taxes and, unless otherwise determined by the Committee in its discretion, to the extent such withholding would not result in liability classification of such Award (or any portion thereof) under applicable accounting standards. (e) If any provision of the Plan or any Award Agreement is or becomes or is deemed to be invalid, illegal or unenforceable in any jurisdiction, or as to any Person or Award, or would disqualify the Plan or any Award under any law deemed applicable by the Committee, such provision shall be construed or deemed amended to conform to applicable laws, or if it cannot be so construed or deemed amended without, in the determination of the Committee, materially altering the intent of the Plan or the Award Agreement, such provision shall be stricken as to such jurisdiction, Person or Award, and the remainder of the Plan and any such Award Agreement shall remain in full force and effect. (f) Neither the Plan nor any Award shall create or be construed to create a trust or separate fund of any kind or a fiduciary relationship between the Company and a Participant or any other Person. To the extent that any Person acquires a right to receive payments from the Company pursuant to an Award, such right shall be no greater than the right of any unsecured general creditor of the Company. (g) No fractional Shares shall be issued or delivered pursuant to the Plan or any Award, and the Committee shall determine whether cash or other securities shall be paid or transferred in lieu of any fractional Shares, or whether such fractional Shares or any rights thereto shall be canceled, terminated or otherwise eliminated. (h) Awards may be granted to Participants who are non-United States nationals or employed or providing services outside the United States, or both, on such terms and conditions different from those applicable to Awards to Participants who are employed or providing services in the United States as may, in the judgment of the Committee, be necessary or desirable to recognize differences in local law, tax policy or custom. The Committee also may impose conditions on the exercise or vesting of Awards in order to minimize the Company’s obligation with respect to tax equalization for Participants on assignments outside their home country. WWW.CSX.COM          81 Table of Contents Appendix A Section 17. Effective Date of the Plan The Plan shall be effective as of the Effective Date, subject to prior approval by the Board and the Company’s shareholders. Section 18. Term of the Plan No Award shall be granted under the Plan after the earliest to occur of (i) the 10-year anniversary of the Effective Date; (ii) the maximum number of Shares available for issuance under the Plan have been issued; or (iii) the Board terminates the Plan in accordance with Section 15(a). However, unless otherwise expressly provided in the Plan or in an applicable Award Agreement, any Award theretofore granted may extend beyond such date, and the authority of the Committee to amend, alter, adjust, suspend, discontinue or terminate any such Award, or to waive any conditions or rights under any such Award, and the authority of the Board to amend the Plan, shall extend beyond such date. Section 19. Cancellation or “Clawback” of Awards The Committee shall have full authority to implement any policies and procedures necessary to comply with Section 10D of the Exchange Act and any rules promulgated thereunder and any other regulatory regimes. Notwithstanding anything to the contrary contained herein, any Awards granted under the Plan (including any amounts or benefits arising from such Awards) shall be subject to any clawback or recoupment arrangements or policies the Company has in place from time to time, and the Committee may, to the extent permitted by applicable law and stock exchange rules or by any applicable Company policy or arrangement, and shall, to the extent required, cancel or require reimbursement of any Awards granted to the Participant or any Shares issued or cash received upon vesting, exercise or settlement of any such Awards or sale of Shares underlying such Awards. Section 20. Section 409A of the Code With respect to Awards subject to Section 409A of the Code, the Plan is intended to comply with the requirements of Section 409A of the Code, and the provisions of the Plan and any Award Agreement shall be interpreted in a manner that satisfies the requirements of Section 409A of the Code, and the Plan shall be operated accordingly. If any provision of the Plan or any term or condition of any Award would otherwise frustrate or conflict with this intent, the provision, term or condition shall be interpreted and deemed amended so as to avoid this conflict. Notwithstanding anything in the Plan to the contrary, if the Board considers a Participant to be a “specified employee” under Section 409A of the Code at the time of such Participant’s “separation from service” (as defined in Section 409A of the Code), and any amount hereunder is “deferred compensation” subject to Section 409A of the Code, any distribution of such amount that otherwise would be made to such Participant with respect to an Award as a result of such “separation from service” shall not be made until the date that is six months after such “separation from service,” except to the extent that earlier distribution would not result in such Participant’s incurring interest or additional tax under Section 409A of the Code. If an Award includes a “series of installment payments” (within the meaning of Section 1.409A-2(b)(2)(iii) of the Treasury Regulations), the Participant’s right to such series of installment payments shall be treated as a right to a series of separate payments and not as a right to a single payment, and if an Award includes “dividend equivalents” (within the meaning of Section 1.409A-3(e) of the Treasury Regulations), the Participant’s right to such dividend equivalents shall be treated separately from the right to other amounts under the Award. Notwithstanding the foregoing, the tax treatment of the benefits provided under the Plan or any Award Agreement is not warranted or guaranteed, and in no event shall the Company be liable for all or any portion of any taxes, penalties, interest or other expenses that may be incurred by any Participant on account of non-compliance with Section 409A of the Code. Section 21. Successors and Assigns The terms of the Plan shall be binding upon and inure to the benefit of the Company and any successor entity, including any successor entity contemplated by Section 13(a). Section 22. Data Protection By participating in the Plan, the Participant consents to the holding and processing of personal information provided by the Participant to the Company or any Affiliate, trustee or third party service provider, for all purposes relating to the operation of the Plan. These include: (a) administering and maintaining Participant records; (b) providing information to the Company, any Subsidiary, trustees of any employee benefit trust, registrars, brokers or third party administrators of the Plan; (c) providing information to future purchasers or merger partners of the Company or any Affiliate, or the business in which the Participant works; and (d) transferring information about the Participant to any country or territory that may not provide the same protection for the information as the Participant’s home country. Section 23. Governing Law The Plan and each Award Agreement shall be governed by the laws of the State of Florida, without application of the conflicts of law principles thereof. 82          CSX Corporation 2019 Proxy Statement Table of Contents   CSX CORPORATION C/O BROADRIDGE P.O. BOX 1342 BRENTWOOD, NY 11717 SCAN TO VIEW MATERIALS & VOTE VOTE BY INTERNET Before The Meeting- Go towww.proxyvote.com/csxor scan the QR Barcode above Use the Internet to transmit your voting instructions and for electronic delivery of information up until 11:59 p.m. Eastern Time on May 2, 2019.3, 2022. Follow the instructions to obtain your records and to create an electronic voting instruction form. During The Meeting- Go towww.virtualshareholdermeeting.com/CSX2019CSX2022 You may attend the meeting via the Internet and vote during the meeting. Have the information that is printed in the box marked by the arrow available and follow the instructions. VOTE BY PHONE - 1-800-690-6903 Use any touch-tone telephone to transmit your voting instructions up until 11:59 p.m. Eastern Time on May 2, 2019.3, 2022. Have your proxy card in hand when you call and then follow the instructions. VOTE BY MAIL Mark, sign and date your proxy card and return it in the postage-paid envelope we have provided or return it to Vote Processing, c/o Broadridge, 51 Mercedes Way, Edgewood, NY 11717. TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS: E58781-P19892 D71017-P69810 KEEP THIS PORTION FOR YOUR RECORDS DETACH AND RETURN THIS PORTION ONLY THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED. DETACH AND RETURN THIS PORTION ONLY CSX CORPORATION CSX CORPORATION The Board of Directors recommends you vote FOR Proposals 1, 2 3 and 4.3.       1. Election of Directors Nominees: For Against Abstain Nominees: For Against Abstain 1a. 1a. Donna M. Alvarado ☐ ☐ ☐ 1b. 1b. Pamela L. Carter Thomas P. Bostick ☐ ☐ ☐ 1c. 1c. James M. Foote ☐ ☐ ☐ 1d. 1d. Steven T. Halverson ☐ ☐ ☐ 1e. 1e. Paul C. Hilal ☐ ☐ ☐ 1f. 1f. John D. McPherson David M. Moffett ☐ ☐ ☐ 1g. 1g. David M. Moffett Linda H. Riefler ☐ ☐ ☐ 1h. 1h. Linda H. Riefler Suzanne M. Vautrinot ☐ ☐ ☐ 1i. 1i. J. Steven Whisler James L. Wainscott ☐ ☐ ☐ 1j. 1j. John J. ZillmerSteven Whisler ☐ ☐ ☐ 1k. John J. Zillmer ☐ ☐ ☐ For address changes and/or comments, please check this box and write them on the back where indicated. ☐ Note: Please sign as name appears hereon. Joint owners should each sign. When signing as attorney, executor, administrator, trustee or guardian, please give full title as such.       For Against Abstain 2. The ratification of the appointment of Ernst & Young LLP as the Independent Registered Public Accounting Firm for 2019;2022; and ☐ ☐ ☐ 3. 3. Advisory (non-binding) resolution to approve compensation for the Company's named executive officers; andofficers. ☐ ☐ ☐ 4. The Approval of the 2019 CSX Stock and Incentive Award Plan. ☐ ☐ ☐ In appreciation for submitting your vote for the CSX Annual Meeting and to further our commitment to environmental stewardship, a tree will be planted on your behalf in a protected park or wildlife refuge. Thank You! Note: Please sign as name appears hereon. Joint owners should each sign. When signing as attorney, executor, administrator, trustee or guardian, please give full title as such.     Signature [PLEASE SIGN WITHIN BOX] Date Signature (Joint Owners) Date Table of Contents Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting: The Notice and Proxy Statement and Annual Report are available at www.proxyvote.com/csx. E58782-P19892D71018-P69810 CSX CORPORATION This Proxy is Solicited on Behalf of the Board of Directors for the Annual Meeting of Shareholders to be held on May 3, 20194, 2022 The undersigned hereby appoints NATHAN D. GOLDMAN, and MARK D. AUSTIN, and each of them, as proxies, eachproxy, with full power of substitution, to act and vote the shares which the undersigned is entitled to vote at the Annual Meeting of Shareholders to be hosted online at www.virtualshareholdermeeting.com/CSX2019CSX2022 on May 3, 2019,4, 2022, at 10:00 a.m. (EDT), and at all adjournments or postponements thereof, and authorizes themhim to represent and to vote all stock of the undersigned on the proposals listed on the reverse side of this card as directed and, in theirhis discretion, upon such other matters as may properly come before the meeting, all as more fully described in the Proxy Statement. The proxy will be voted as directed. If no direction is made, the proxy will be voted: "FOR" Proposals 1, 2 3 and 4.3. Your Internet or telephone vote authorizes the named proxiesproxy to vote the shares in the same manner as if you marked, signed and returned your proxy card. If you vote your proxy via the Internet or by telephone, please DO NOT mail back this proxy card. Proxies submitted by telephone or the Internet must be received by 11:59 p.m. Eastern Time on Thursday,Tuesday, May 2, 2019.3, 2022. Address Changes/Comments:  (If you noted any Address Changes/Comments above, please mark corresponding box on the reverse side.) Continued and to be signed on reverse side