Ann D. Begeman
Director at CSX
Board
About Ann D. Begeman
Ann D. Begeman (age 60) is a new CSX director since 2025, appointed January 27, 2025. She brings three decades in U.S. transportation policy and rail regulation, including serving on the Surface Transportation Board (STB) from 2011–2021 (Chair/Acting Chair 2017–2021; Vice Chair), and prior senior staff roles in the U.S. Senate Commerce Committee and for Senator John McCain. She currently provides consulting services on railroad regulatory and government affairs and served as an independent peer reviewer for a 2024 Transportation Research Board report.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Surface Transportation Board (STB) | Member; Chairman/Acting Chairman; Vice Chairman | 2011–2021; leadership 2017–2021 | Led improvements to agency accountability, transparency, timeliness; oversight of rail economic regulations (rates, practices, service, restructuring). |
| U.S. Senate Committee on Commerce, Science, and Transportation | Republican Staff Director; Deputy Staff Director; Transportation Policy Advisor | 1992–2011 | Instrumental in creation of STB under ICC Termination Act; broad legislative oversight on transportation. |
| Office of Senator John McCain | Legislative Director; Acting Chief of Staff | 1992–2011 | Senior legislative management and policy leadership. |
| First American Bankshares, Inc. | Senior Benefits Specialist (HR) | Not disclosed | Private sector HR/benefits experience. |
External Roles
| Organization | Role | Dates | Notes |
|---|---|---|---|
| Transportation Research Board (National Academies) | Independent peer reviewer for Congressionally mandated report | 2024 | Independent review contribution to national transportation research. |
| Railroad regulatory/government affairs consulting | Consultant | Ongoing; CSX advisory services in FY2024 | Provided advice to CSX on regulatory/government affairs; received $275,000 for FY2024 services (pre-Board appointment). |
Board Governance
- Committee assignments: Finance Committee member.
- Appointment timing: Not on Board/Finance Committee during 2024; appointed January 27, 2025.
- Independence status: The Board’s February 2025 independence determination lists independent nominees (Bostick, Chow, Halverson, Hilal, Moffett, Riefler, Vautrinot, Wainscott, Whisler, Zillmer); Begeman is not included in those named independent nominees.
- Attendance: CSX reports 100% aggregated Board and committee meeting attendance for then-serving directors in 2024; Begeman was not yet a director.
- Executive sessions: Independent directors met in executive session at each regular Board meeting.
Fixed Compensation
| Element | Amount | Timing/Terms |
|---|---|---|
| Annual Cash Retainer (non-employee directors) | $130,000 | Standard base cash retainer. |
| Annual Equity Grant (non-employee directors) | $180,000 | Fully-vested CSX common stock; grant date Feb 16, 2024; shares determined by grant value/closing price. |
| Non-Executive Chair Additional Equity | $250,000 | Fully-vested equity for Board Chair; Feb 16, 2024. |
| Deferred Compensation (Directors’ Plan) | Eligible to defer cash/equity | Cash deferrals mirror 401(k) options or can be deferred as CSX stock; equity deferrals held as outstanding shares, dividends credited as shares. |
| Matching Gift Program | Up to $50,000 per director annually | Company match to eligible charities; $415,078 total matched in 2024. |
| PACMatch Program | Up to $5,000 per director annually | Company matches PAC contributions to federally registered charity. |
Note: Begeman joined the Board in 2025; her director compensation will follow CSX’s standard structure applicable to non-employee directors thereafter.
Performance Compensation
| Metric | Applicable to Directors | Details |
|---|---|---|
| Equity tied to performance metrics (PSUs/TSR/financial goals) | No | Director equity grants are fully vested upon grant; no performance metrics disclosed for director compensation. |
Other Directorships & Interlocks
| Company | Role | Committees | Interlock/Conflict Notes |
|---|---|---|---|
| None | — | — | CSX discloses no current public company directorships for Begeman. |
Expertise & Qualifications
- Government/regulated industries: Extensive legislative and rail regulatory expertise (U.S. Senate; STB leadership).
- Transportation industry/supply chain management: Deep rail sector and rule-making familiarity via Senate/STB roles.
- Finance/capital allocation: Strategic financial/budget perspective from Senate and STB leadership.
- Risk/crisis management: Oversight of rail economic regulations and systemic risk areas in freight transportation.
Equity Ownership
| Holder | Beneficial Ownership (shares) | Shares Acquirable Within 60 Days | Total Beneficial Ownership | Percent of Class |
|---|---|---|---|---|
| Ann D. Begeman | 7,288 | 0 | 7,288 | * (less than 1%) |
- Director stock ownership guidelines: Within five years of election, hold CSX stock equal in value to 5× the annual cash retainer; directors with ≥5 years of service meet guidelines.
- Hedging/pledging: CSX policy prohibits hedging and pledging of CSX common stock.
Insider Trades
| Item | Detail |
|---|---|
| Section 16(a) compliance | CSX believes all required Forms 3/4/5 were filed on a timely basis for transactions occurring in FY2024. |
| Begeman Form 4 activity (FY2024) | Not applicable; Begeman was appointed in 2025. |
| Initial reported beneficial ownership (as of Mar 1, 2025) | 7,288 shares; less than 1% of class. |
Governance Assessment
- Strengths: Unique regulatory depth from STB leadership and Senate Commerce roles should enhance Board oversight of regulatory strategy, capital allocation and rail-specific risk management; assignment to the Finance Committee aligns with her capital stewardship experience.
- Red flags and potential conflicts: CSX reported a Related Person Transaction—$275,000 paid to Begeman for regulatory/government affairs consulting in FY2024 prior to her appointment. This creates perceived independence/related-party optics; while the Audit Committee oversees such transactions, shareholders may scrutinize independence given she is not listed among independent nominees in the February 2025 determination.
- Engagement/attendance: 2024 attendance across the Board/committees was 100%, but Begeman was appointed in 2025; monitoring her 2025–2026 attendance and equity ownership guideline progress will be key for alignment.
Implications for investor confidence: Begeman’s regulatory expertise is a net positive for CSX’s board effectiveness in a heavily regulated industry, but the recent consulting relationship requires clear disclosure and robust recusal practices to mitigate perceived conflicts; future proxy disclosure of independence status and related-party oversight will be important signals.