CSX CORP (CSX)
Sector: Industrials
2026 Annual Meeting Analysis
CSX CORP · Meeting: May 12, 2026
Directors FOR
12
Directors AGAINST
0
Say on Pay
FOR
Auditor
AGAINST
Director Elections
Election of Directors
Angel joined the board in September 2025 (less than 24 months ago) and is exempt from the TSR trigger; he brings strong operational and CEO-level experience relevant to CSX's railroad business.
Begeman joined in January 2025 (less than 24 months ago) and is exempt from the TSR trigger; she brings deep railroad regulatory expertise from her tenure at the Surface Transportation Board.
The TSR trigger does not apply — CSX's 3-year return of +49.1% is strong positive and the gap versus the peer group median is only -2.2pp, well below the 65pp threshold required to trigger a negative vote; Bostick has relevant experience in engineering, operations, and human capital management.
The TSR trigger does not apply given only a -2.2pp gap versus the peer group median against a 65pp threshold; Chow contributes technology, business operations, and human capital expertise.
The TSR trigger does not apply; Halverson has served as Compensation Committee Chair for over 15 years and brings extensive construction industry CEO experience and financial oversight skills.
The TSR trigger does not apply; Hilal brings deep capital allocation and railroad industry expertise as founder of an investment firm with a long track record of active board engagement.
The TSR trigger does not apply; Moffett serves as Audit Committee Chair and qualifies as an audit committee financial expert with decades of senior financial leadership experience.
The TSR trigger does not apply; Riefler serves as Governance and Sustainability Committee Chair and brings strong corporate governance and capital markets expertise from her Morgan Stanley career.
The TSR trigger does not apply; Vautrinot provides unique cybersecurity expertise as a retired USAF Major General and former commander of the USAF Cyber Command, which is a critical skill for CSX's technology risk oversight.
The TSR trigger does not apply; Wainscott is a qualified audit committee financial expert and CPA with extensive CEO and CFO experience at a large public industrial company.
The TSR trigger does not apply; Whisler serves as Finance Committee Chair, is a CPA and qualified audit committee financial expert, and brings railroad industry knowledge from his prior BNSF board service.
The TSR trigger does not apply given the narrow peer-group gap of -2.2pp versus the 65pp threshold; while Zillmer is a sitting CEO holding 3 public board seats (Aramark, Ecolab, CSX), this meets CSX's own policy limit of 3 boards for a sitting CEO and does not trigger the policy's overboarding threshold of 2 or more outside boards, and the board's detailed annual evaluation supports his continued engagement as Chair.
All 12 director nominees receive a FOR vote. CSX's 3-year price return of +49.1% is strong positive, and the company's underperformance versus the disclosed peer group median is only -2.2 percentage points — far below the 65pp threshold required to trigger a negative vote for strong-positive TSR companies. Two directors (Angel and Begeman) are exempt from the TSR trigger entirely because they joined within the past 24 months. No overboarding, independence, attendance, or qualification issues are identified for any nominee.
Say on Pay
✓ FORCEO
Stephen F. Angel
Total Comp
$11,711,612
Prior Support
N/A
CEO Stephen Angel joined in September 2025 and his reported total compensation of approximately $11.7 million reflects a partial-year tenure from late September through December 2025, making it difficult to benchmark on an annualized basis against peers — on its face the partial-year figure is well within a reasonable range for a large-cap industrial CEO. The overall pay program structure is sound: the proxy shows that approximately 96% of Angel's target compensation is variable and at-risk (meaning it depends on performance outcomes), well above the 50-60% minimum required under this policy, and the company uses multiple performance metrics including operating income, operating margin, safety, and relative total shareholder return for long-term awards. CSX demonstrated responsiveness to shareholder feedback by simplifying its 2026 incentive plan design and replacing metrics with Return on Invested Capital and Relative TSR, reflecting genuine engagement with shareholders who raised concerns about plan complexity.
Auditor Ratification
✗ AGAINSTAuditor
Ernst & Young LLP
Tenure
45 yrs
Audit Fees
$4,489,000
Non-Audit Fees
$1,678,000
EY has served as CSX's auditor continuously since 1981, a tenure of approximately 45 years, which far exceeds the policy's 25-year threshold for a negative vote. The non-audit fee ratio is approximately 37% of audit fees (audit-related fees of $1,642,000 plus other fees of $36,000 totaling $1,678,000 against audit fees of $4,489,000), which is within the acceptable range and does not independently trigger a concern. However, the proxy does not provide a specific, compelling rationale for maintaining such an extraordinarily long auditor relationship — the audit committee's disclosure notes only general quality and partner rotation, which is insufficient to override a 45-year tenure trigger under this policy.
Overall Assessment
The 2026 CSX annual meeting presents three standard proposals: director elections, auditor ratification, and advisory say-on-pay vote. All 12 director nominees receive a FOR vote as CSX's strong positive 3-year stock return and narrow peer-group underperformance gap of only 2.2 percentage points — well below the 65pp policy threshold — clear the TSR screen for the full slate; the say-on-pay vote also receives a FOR given a well-structured, heavily performance-weighted program with demonstrated shareholder responsiveness, but the auditor ratification receives an AGAINST vote solely due to EY's extraordinary 45-year tenure with CSX, which far exceeds the policy's 25-year threshold and raises legitimate concerns about auditor independence.
Compensation Peer Group
20 companies disclosed in 2026 proxy filing