Sector: Industrials
CSX CORP · Meeting: May 12, 2026
Directors FOR
11
Directors AGAINST
1
Say on Pay
FOR
Auditor
AGAINST
Election of Directors
Against Analysis
Zillmer is the sitting CEO of Aramark and simultaneously serves on two additional public company boards — Ecolab and CSX — which exceeds the policy limit of one outside public board seat for a sitting CEO; despite the board's detailed defense of his engagement, the policy applies a bright-line rule because a sitting CEO's primary fiduciary obligation is to their own company's shareholders, and two outside board commitments on top of a CEO role create an unacceptable risk of divided attention.
For Analysis
Angel joined the board in September 2025 (less than 24 months ago) and is exempt from the TSR trigger; he brings extensive CEO and operational experience and no overboarding, attendance, or independence concerns apply.
Begeman joined the board in January 2025 (less than 24 months ago) and is exempt from the TSR trigger; she brings deep railroad regulatory expertise and holds no other public company board seats.
CSX's 3-year TSR of +47% is strong positive, and the gap to the peer median is only -2.8pp, far below the 50pp threshold required to trigger a against vote; Bostick has no overboarding, attendance, or independence issues.
CSX's 3-year TSR peer gap of -2.8pp is far below the 65pp trigger threshold applicable under the ETF fallback (XLI) and the 50pp threshold under the named peer group; Chow holds two other public board seats, which is within limits, and has strong relevant experience.
No TSR trigger fires (peer gap -2.8pp vs. 50pp threshold); Halverson holds no other public company board seats and has no attendance, independence, or overboarding concerns.
No TSR trigger fires; Hilal holds two other public company board seats (Air Products and Dollar Tree), which is within policy limits, and brings deep finance and capital allocation expertise.
No TSR trigger fires; Moffett holds one other public board seat (PayPal), well within limits, and is a designated financial expert on the Audit Committee with no attendance or independence concerns.
No TSR trigger fires; Riefler holds one other public board seat (MSCI), is fully independent, and has 100% attendance with strong governance and sustainability expertise.
No TSR trigger fires; Vautrinot holds three other public board seats (Ecolab, Parsons, Wells Fargo), which totals four public boards including CSX — at exactly the policy limit of four for non-executive directors — and brings essential cybersecurity expertise with no attendance concerns.
No TSR trigger fires; Wainscott holds one other public board seat (Parker-Hannifin), is a designated financial expert, and has no attendance, independence, or overboarding concerns.
No TSR trigger fires; Whisler holds one other public board seat (Brunswick), is a designated financial expert, and has no attendance, independence, or overboarding concerns.
Eleven of twelve director nominees receive a FOR vote. The TSR performance trigger does not apply to any director — CSX's 3-year total shareholder return of +47% is strong positive, and the gap to the disclosed compensation peer group median is only -2.8 percentage points, far below the 50-point threshold required to trigger a vote against. The sole against vote is for Board Chair John Zillmer, who is the sitting CEO of Aramark and serves on two outside public company boards (Ecolab and CSX), which breaches the policy's bright-line limit of one outside board seat for a sitting CEO.
CEO
Stephen F. Angel
Total Comp
$11,711,612
Prior Support
N/A
CEO Stephen Angel's total compensation of approximately $11.7 million reflects a prorated package covering only roughly three months of service (he joined in late September 2025), making a straightforward annual benchmark comparison difficult; on an annualized basis, this level is consistent with what a CEO of a $74 billion industrial company would be expected to earn, and is not clearly above the +20% threshold that would trigger a no vote. The pay structure is heavily performance-based — approximately 96% of Angel's target compensation is variable and at-risk — which is well above the 50-60% minimum required for sound pay mix, and the company has a robust clawback policy covering both financial restatements and behavioral misconduct. While CSX's 3-year total shareholder return slightly trails the disclosed peer group median by 2.8 percentage points, this modest gap does not rise to the level of pay-for-performance misalignment under our policy, and the company made meaningful plan design improvements for 2026 in direct response to shareholder feedback, including adding relative total shareholder return and return on invested capital as long-term incentive metrics.
Auditor
Ernst & Young LLP
Tenure
45 yrs
Audit Fees
$4,489,000
Non-Audit Fees
$1,678,000
EY has been CSX's auditor since 1981 — roughly 45 years — which far exceeds the 25-year threshold that triggers a vote against under our policy, because a decades-long relationship with the same management team raises legitimate concerns about whether the auditor remains sufficiently independent and willing to challenge management's accounting judgments; while the non-audit fee ratio is acceptable (non-audit fees of approximately $1.68 million represent about 37% of audit fees, below the 50% threshold), the extreme tenure alone is sufficient to warrant a no vote, and the proxy does not provide a compelling specific rationale such as an active multi-year rotation plan for switching auditors.
The 2026 CSX annual meeting presents three management proposals; we vote FOR ten of twelve director nominees, AGAINST Board Chair John Zillmer due to an overboarding concern (sitting CEO of Aramark with two outside public board seats), and AGAINST auditor ratification of Ernst & Young due to an approximately 45-year tenure that far exceeds the 25-year policy threshold, while supporting the Say on Pay proposal given a heavily performance-based pay structure and responsive plan design changes. No stockholder proposals appear on the ballot, as the one submitted proposal by John Chevedden was successfully excluded by the company with SEC staff concurrence.
20 companies disclosed in 2026 proxy filing
