Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers.
On
Pursuant to the 2020-2022 LTIP, Performance Units have potential payouts ranging from zero to 200% of the target awards depending on Company performance against predetermined goals. Performance Units will be paid out, if at all, in the form of shares of CSX common stock in early 2023, after the conclusion of the three-year performance cycle. Performance Units payouts for the executive officers listed below are subject to formulaic upward or downward adjustments of up to 25% based upon the Company's total shareholder return relative to a specified peer comparator group capped at a 250% payout.
Payouts of the Performance Units will be based on the achievement of goals related to Operating Income ("OI") and Free Cash Flow ("FCF"), with each measure excluding nonrecurring items as disclosed in the Company's financial statements, and as approved by the Compensation Committee. For the 2020-2022 LTIP, OI and FCF will be measured from the beginning of 2020 through the end of 2022. OI and FCF will each comprise 50% of the total payout opportunity for participants and each will be measured independently of the other. OI is defined as operating revenue minus operating expense. FCF is defined as net cash provided by operating activities minus property additions and adjusted for certain other investing activities.
The Stock Options will time vest one-third on each of
The following table sets forth the target number of Performance Units and the
number of Stock Options awarded to
Executive Performance Units Stock Options James Foote 75,333 318,159 Kevin Boone 17,121 72,309 Mark Wallace 17,121 72,309 Edmond Harris 10,958 46,278 Nathan Goldman 13,697 57,847
Consistent with past practices, the number of Performance Units was based on the
average closing price of CSX common stock for
The foregoing descriptions of the 2020-2022 LTIP and the awards made pursuant to the 2020-2022 LTIP are qualified in their entirety by reference to the 2020 - 2022 LTIP Performance Unit Award Agreement and the form of 2020 Stock Option Agreement, which are attached to this Current Report on Form 8-K as Exhibits 10.1 and 10.2, and incorporated herein by reference.
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In 2019 and 2020, the Compensation Committee undertook a review of the
compensation of
Item 9.01. Exhibits.
(d) The following exhibits are being filed as part of this report:
10.1 Form of 2020 - 2022 LTIP Performance Unit Award Agreement 10.2 Form of 2020 Stock Option Agreement 104 The cover page from this Current Report on Form 8-K, formatted in Inline XBRL
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