XML 243 R2.htm IDEA: XBRL DOCUMENT v3.25.1
Pay vs Performance Disclosure - USD ($)
12 Months Ended
Dec. 31, 2024
Dec. 31, 2023
Dec. 31, 2022
Dec. 31, 2021
Dec. 31, 2020
Pay vs Performance Disclosure          
Pay vs Performance Disclosure, Table
Summary
Compensation
Table Total
for Current
PEO(1)
(b)
Compensation
Actually Paid
to Current
PEO(2)
(c)
Summary
Compensation
Table Total
for Former
PEO(1)
(b1)
Compensation
Actually Paid
to Former
PEO(2)
(c1)
Average
Summary
Compensation
Table Total for
Non-PEO
NEOs(1)
(d)
Average
Compensation
Actually Paid to
Non-PEO
NEOs(2)
(e)
Value of Initial Fixed $100
Investment Based On:
Year (a)
Total
Shareholder
Return
(f)
Peer Group
Total
Shareholder
Return(3)
(g)
Net
Income(4)
(in Millions)
(h)
Economic Profit(5)
(in Millions)
(i)
2024$15,350,651 $11,276,787 N/AN/A$4,282,380 $3,295,035 $143 $176 $3,470 $2,341 
2023$14,074,235 $15,733,686 N/AN/A$4,114,993 $4,663,286 
$151(6)
$150 $3,668 $2,577 
2022$8,348,517 $9,301,674 $19,536,434 $9,694,786 $4,856,562 $3,422,243 $133 $127 $4,114 $2,890 
2021N/AN/A$20,006,806 $32,556,244 $4,076,812 $6,737,795 $160 $134 $3,730 $2,414 
2020N/AN/A$15,306,715 $28,736,814 $3,586,272 $6,163,283 $127 $111 $2,760 $1,767 
       
Company Selected Measure Name Economic Profit        
Named Executive Officers, Footnote This table reflects the amounts reported in the “Summary Compensation Table” for Joseph R. Hinrichs, our current PEO, and James M. Foote, our former PEO, for each of the years listed. The non-PEO NEOs for whom the average compensation is presented in this table are: (i) for fiscal 2024, Messrs. Pelkey, Boone, Cory and Fortune; (ii) for fiscal 2023, Messrs. Pelkey, Boone, Fortune and Goldman; (iii) for fiscal 2022, Messrs. Pelkey, Boone, Boychuk and Fortune; (iv) for fiscal 2021, Messrs. Pelkey, Boone, Boychuk, Goldman and Wallace and Ms. Sorfleet; and (v) for fiscal 2020, Messrs. Boone, Boychuk, Goldman and Wallace.        
PEO Total Compensation Amount $ 15,350,651        
PEO Actually Paid Compensation Amount $ 11,276,787        
Adjustment To PEO Compensation, Footnote
(2)Compensation “actually paid” for the current PEO and average compensation “actually paid” for the non-PEO NEOs in 2024 reflect the respective amounts set forth in columns (b) and (d), adjusted as follows in the table below, as determined in accordance with SEC rules. These dollar amounts do not reflect the actual amount of compensation earned by or paid to the PEO and our other NEOs during the applicable year.
Calculation for
Current PEO
Calculation for Average of
Non-PEO NEOs
Calculation of Compensation “Actually Paid”Year 2024
($)
Year 2024
($)
Summary Compensation Table Total15,350,651 4,282,380 
Less Stock and Option Award Values Reported in Summary Compensation Table for the Covered Year
(11,400,044)(2,737,541)
Plus Fair Value for Awards Granted in the Covered Year9,107,861 2,187,110 
Change in Fair Value of Awards from Prior Years that Vested in the Covered Year351,188 126,966 
Change in Fair Value of Outstanding Unvested Awards from Prior Years(2,132,870)(539,535)
Less Fair Value of Awards Forfeited during the Covered Year— — 
Plus Fair Value of Incremental Dividends of Earnings Paid on Stock Awards— — 
Less Aggregate Change in Actuarial Present Value of Accumulated Benefit Under Pension Plans— (74,395)
Plus Aggregate Service Cost and Prior Service Cost for Pension Plans— 50,050 
Compensation “Actually Paid”11,276,787 3,295,035 
Fair values set forth in the table above are computed in accordance with ASC 718 as of the end of the respective fiscal year, other than fair values of awards that vest in the covered year, which are valued as of the applicable vesting date.
       
Non-PEO NEO Average Total Compensation Amount $ 4,282,380 $ 4,114,993 $ 4,856,562 $ 4,076,812 $ 3,586,272
Non-PEO NEO Average Compensation Actually Paid Amount $ 3,295,035 4,663,286 3,422,243 6,737,795 6,163,283
Adjustment to Non-PEO NEO Compensation Footnote
(2)Compensation “actually paid” for the current PEO and average compensation “actually paid” for the non-PEO NEOs in 2024 reflect the respective amounts set forth in columns (b) and (d), adjusted as follows in the table below, as determined in accordance with SEC rules. These dollar amounts do not reflect the actual amount of compensation earned by or paid to the PEO and our other NEOs during the applicable year.
Calculation for
Current PEO
Calculation for Average of
Non-PEO NEOs
Calculation of Compensation “Actually Paid”Year 2024
($)
Year 2024
($)
Summary Compensation Table Total15,350,651 4,282,380 
Less Stock and Option Award Values Reported in Summary Compensation Table for the Covered Year
(11,400,044)(2,737,541)
Plus Fair Value for Awards Granted in the Covered Year9,107,861 2,187,110 
Change in Fair Value of Awards from Prior Years that Vested in the Covered Year351,188 126,966 
Change in Fair Value of Outstanding Unvested Awards from Prior Years(2,132,870)(539,535)
Less Fair Value of Awards Forfeited during the Covered Year— — 
Plus Fair Value of Incremental Dividends of Earnings Paid on Stock Awards— — 
Less Aggregate Change in Actuarial Present Value of Accumulated Benefit Under Pension Plans— (74,395)
Plus Aggregate Service Cost and Prior Service Cost for Pension Plans— 50,050 
Compensation “Actually Paid”11,276,787 3,295,035 
Fair values set forth in the table above are computed in accordance with ASC 718 as of the end of the respective fiscal year, other than fair values of awards that vest in the covered year, which are valued as of the applicable vesting date.
       
Compensation Actually Paid vs. Total Shareholder Return
The following chart sets forth the relationship between “Compensation Actually Paid” to our PEO, the average of “Compensation Actually Paid” to our other NEOs, the Company’s cumulative TSR and the peer group’s cumulative TSR over the five-year period from 2020 through 2024. The peer group TSR is based on the S&P 500 Industrials Index.
03 437958-1_bar_CEO pay performance_versus net income.jpg
       
Compensation Actually Paid vs. Net Income
The following chart sets forth the relationship between “Compensation Actually Paid” to our PEO, the average of “Compensation Actually Paid” to our other NEOs and our net income during fiscal years 2020 through 2024.
03_437958_versus TSR.jpg
       
Compensation Actually Paid vs. Company Selected Measure
The following chart sets forth the relationship between “Compensation Actually Paid” to our PEO, the average of “Compensation Actually Paid” to our other NEOs and Economic Profit (CSX Cash Earnings or CCE) during fiscal years 2020 through 2024.
03 437958-1_bar_CEO pay performance_versus economic profit.jpg
       
Total Shareholder Return Vs Peer Group
The following chart sets forth the relationship between “Compensation Actually Paid” to our PEO, the average of “Compensation Actually Paid” to our other NEOs, the Company’s cumulative TSR and the peer group’s cumulative TSR over the five-year period from 2020 through 2024. The peer group TSR is based on the S&P 500 Industrials Index.
03 437958-1_bar_CEO pay performance_versus net income.jpg
       
Tabular List, Table
Most Important Performance MeasuresImportance to the Company
Average Annual Operating Income Growth Rate
Measures the average increase in operating income for each year of the LTIP cycle
Aligns with the Company’s objective of profitable growth
Economic Profit
Measures the Company’s ability to grow operating income while remaining focused on cost control and asset utilization
Encourages investments in growth projects that earn more than an expected rate of return
Relative Total Shareholder Return (Relative TSR)
Designed to appropriately align NEO payouts with share price performance relative to a transportation-related peer group
Operating Income
Used to gauge the general health of the Company and to quantify operating profit margin
Aligns with the Company’s objective of profitable growth
Operating Margin
Key indicator of the Company’s efficiency
Encourages the Company to deliver results that grow the business while optimizing assets
Initiative-based
Revenue Growth
Measures the Company’s ability to gain additional business on the CSX network through growth with new and existing customers
Directly supports profitable growth by driving operating income
Safety
Reinforces the critical importance on ensuring employees’ personal safety and the safety of fellow railroaders and upholding our commitment to protect customers’ freight and the communities in which we operate
Trip Plan Compliance (supplemental)
Ensures the Company successfully executes the service plan for customers’ shipments based on our commitments
Focuses on reliable and accurate service for customers
Fuel Efficiency (supplemental)
Indicates the Company’s fuel productivity over the distance traveled
Supports environmental stewardship by reducing carbon emissions
       
Total Shareholder Return Amount $ 143 151 133 160 127
Peer Group Total Shareholder Return Amount 176 150 127 134 111
Net Income (Loss) $ 3,470,000,000 $ 3,668,000,000 $ 4,114,000,000 $ 3,730,000,000 $ 2,760,000,000
Company Selected Measure Amount 2,341,000,000 2,577,000,000 2,890,000,000 2,414,000,000 1,767,000,000
PEO Name Joseph R. Hinrichs        
Additional 402(v) Disclosure Peer Group Total Shareholder Return is based on the S&P 500 Industrials Index, which is a peer group disclosed in the CD&A section of this Proxy Statement used by CSX to help determine executive pay.Reflects “Net Income” in the Company’s Consolidated Statements of Income included in the Company’s Annual Reports on Form 10-K for each of the years ended December 31, 2024, 2023, 2022, 2021 and 2020. As a result of the Company’s “little r” financial restatement (as described under “Recovery of Erroneously Awarded Compensation” on page 108), certain revisions have been made to prior period amounts. See Note 20, Revision of Prior Period Financial Statements in the 2024 Annual Report for the years ended 2024, 2023 and 2022. The following table summarizes revisions for operating income and net income for the years ended 2021 and 2020.
(Dollars in Millions, Except Per Share Amounts)Year Ended December 31, 2021Year Ended December 31, 2020
As Previously
Reported
AdjustmentAs RevisedAs Previously
Reported
AdjustmentAs Revised
Labor and Fringe$2,550 $25 $2,575 $2,275 $(10)$2,265 
Purchased Services and Other2,135
42
2,177
1,719171,736
Depreciation and Amortization1,420— 
1,420
1,383— 1,383
Total Expenses6,928
67
6,995
6,22176,228
Operating Income5,594
(67)
5,527
4,362(7)4,355
Earnings Before Income Taxes4,951
(67)
4,884
3,627(7)3,620
Income Tax Expense(1,170)
16
(1,154)
(862)2(860)
Net Earnings$3,781 $(51)$3,730 $2,765 $(5)$2,760 
Net Earnings Per Share, Basic$1.68 $(0.02)$1.66 $1.20 $— $1.20 
Net Earnings Per Share, Assuming Dilution$1.68 $(0.03)$1.65 $1.20 $— $1.20 
       
Measure:: 1          
Pay vs Performance Disclosure          
Name Economic Profit        
Non-GAAP Measure Description We determined Economic Profit (CSX Cash Earnings or CCE) to be the “most important” financial performance measure used to link performance to “Compensation Actually Paid” to our PEO and other NEOs in fiscal 2024, in accordance with Item 402(v) of Regulation S-K. Economic Profit is a non-GAAP measure designed to measure whether returns on new investments exceed an expected rate of return and to encourage investments in profitable growth projects. As we previously explained, Economic Profit is calculated as gross cash earnings minus the capital charge on gross operating assets. See the Company’s Annual Report on Form 10-K for the year ended December 31, 2024 for reconciliation to the corresponding GAAP amounts for the years ended 2024 and 2023. The following table reconciles operating income (the most directly comparable GAAP measure) to Economic Profit (non-GAAP measure) for the years ended 2022, 2021 and 2020.
Years Ended
(Dollars in Millions)
2022(a)
2021(b)
2020(b)
Operating Income$5,954 $5,527 $4,355 
Add: Depreciation, Amortization, and Operating Lease Expense1,611 1,509 1,465 
Remove: Unusual Items(c)
(144)(349)— 
Taxes(d)
(1,113)(1,003)(873)
Gross Cash Earnings or “GCE”6,308 5,684 4,947 
Operating Assets
Current Assets (Less Cash and Short-term Investments)(1,826)(1,533)(1,275)
Gross Properties47,605 45,993 45,297 
Other Assets(3,900)(3,273)(2,858)
Operating Liabilities
Non-Interest Bearing Liabilities10,603 9,920 9,682 
Gross Operating Assets or “GOA”(e)
(42,727)(40,879)(39,748)
Capital Charge(f)
(3,418)(3,270)(3,180)
Economic Profit (Non-GAAP)
calculated as GCE less Capital Charge
$2,890 $2,414 $1,767 
(a)See Note 20, Revision of Prior Period Financial Statements in the 2024 Annual Report for the revision of operating income for the year ended 2022.
(b)See footnote 4 to the “Pay Versus Performance” table above for the revision of operating income for the years ended 2021 and 2020.
(c)Unusual items are defined by management as unique events with greater than $100 million full year operating income impact, consistent with the terms of the Company’s long-term incentive plan agreements.
(d)The tax percentage rate was 15% for all periods presented. This rate is applied to the sum of operating income, depreciation, amortization and operating lease expense and unusual items.
(e)Gross operating assets reflects an average of the year-to-date quarters reported for each year presented.
(f)The capital charge of 8% for all years is calculated as the minimum return multiplied by gross operating assets.
       
Measure:: 2          
Pay vs Performance Disclosure          
Name Average Annual Operating Income Growth Rate        
Measure:: 3          
Pay vs Performance Disclosure          
Name Relative Total Shareholder Return (Relative TSR)        
Measure:: 4          
Pay vs Performance Disclosure          
Name Operating Income        
Measure:: 5          
Pay vs Performance Disclosure          
Name Operating Margin        
Measure:: 6          
Pay vs Performance Disclosure          
Name Initiative-basedRevenue Growth        
Measure:: 7          
Pay vs Performance Disclosure          
Name Safety        
Measure:: 8          
Pay vs Performance Disclosure          
Name Trip Plan Compliance (supplemental)        
Measure:: 9          
Pay vs Performance Disclosure          
Name Fuel Efficiency (supplemental)        
Joseph R. Hinrichs [Member]          
Pay vs Performance Disclosure          
PEO Total Compensation Amount $ 15,350,651 $ 14,074,235 $ 8,348,517    
PEO Actually Paid Compensation Amount 11,276,787 $ 15,733,686 9,301,674    
James M. Foote [Member]          
Pay vs Performance Disclosure          
PEO Total Compensation Amount     19,536,434 $ 20,006,806 $ 15,306,715
PEO Actually Paid Compensation Amount     $ 9,694,786 $ 32,556,244 $ 28,736,814
PEO | Aggregate Change in Present Value of Accumulated Benefit for All Pension Plans Reported in Summary Compensation Table          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount 0        
PEO | Aggregate Pension Adjustments Service Cost          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount 0        
PEO | Aggregate Grant Date Fair Value of Equity Award Amounts Reported in Summary Compensation Table          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount (11,400,044)        
PEO | Year-end Fair Value of Equity Awards Granted in Covered Year that are Outstanding and Unvested          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount 9,107,861        
PEO | Year-over-Year Change in Fair Value of Equity Awards Granted in Prior Years That are Outstanding and Unvested          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount (2,132,870)        
PEO | Change in Fair Value as of Vesting Date of Prior Year Equity Awards Vested in Covered Year          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount 351,188        
PEO | Prior Year End Fair Value of Equity Awards Granted in Any Prior Year that Fail to Meet Applicable Vesting Conditions During Covered Year          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount 0        
PEO | Dividends or Other Earnings Paid on Equity Awards not Otherwise Reflected in Total Compensation for Covered Year          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount 0        
Non-PEO NEO | Aggregate Change in Present Value of Accumulated Benefit for All Pension Plans Reported in Summary Compensation Table          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount (74,395)        
Non-PEO NEO | Aggregate Pension Adjustments Service Cost          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount 50,050        
Non-PEO NEO | Aggregate Grant Date Fair Value of Equity Award Amounts Reported in Summary Compensation Table          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount (2,737,541)        
Non-PEO NEO | Year-end Fair Value of Equity Awards Granted in Covered Year that are Outstanding and Unvested          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount 2,187,110        
Non-PEO NEO | Year-over-Year Change in Fair Value of Equity Awards Granted in Prior Years That are Outstanding and Unvested          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount (539,535)        
Non-PEO NEO | Change in Fair Value as of Vesting Date of Prior Year Equity Awards Vested in Covered Year          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount 126,966        
Non-PEO NEO | Prior Year End Fair Value of Equity Awards Granted in Any Prior Year that Fail to Meet Applicable Vesting Conditions During Covered Year          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount 0        
Non-PEO NEO | Dividends or Other Earnings Paid on Equity Awards not Otherwise Reflected in Total Compensation for Covered Year          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount $ 0