| Item 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
The Compensation & Talent Management Committee (the “Committee”) of the Board of Directors (the “Board”) of CSX Corporation (“CSX” or the “Company”) undertook a review of the annual compensation of James Foote, the Company’s President and Chief Executive Officer, including a review of peer company chief executive officer remuneration and other factors relating to Mr. Foote’s role and performance. Based on this review, the Committee recommended, and on February 10, 2021, the Board approved, increases to the annual base salary, target annual bonus opportunity and target long-term incentive opportunity for Mr. Foote, as follows: (i) a base salary increase from $1,250,000 to $1,500,000; (ii) a target annual bonus opportunity increase from $160% of base salary to 175% of base salary; and (iii) a target long-term incentive opportunity increase from $11,000,000 to $12,500,000. Mr. Foote’s base salary was last increased in August 2018 to $1,250,000 and the Board was prepared to increase it to $1,400,000 in February 2020. However, Mr. Foote declined the increase at that time because management was not receiving increases in 2020.
In addition, the Committee approved long-term incentive grants for the named executive officers on February 9, 2021, which will be granted this year in the form of performance stock units (50%), restricted stock units (25%) and stock options (25%). The target long-term incentive value awarded to the Company’s named executive officers other than the Chief Executive Officer (whose award is described above) is as follows: Kevin Boone, Executive Vice President and Chief Financial Officer - $3,000,000; Jamie Boychuk, Executive Vice President – Operations - $3,000,000; and Nathan Goldman, Executive Vice President, Chief Legal Officer and Corporate Secretary - $2,200,000.
