Anne H. Chow

About Anne H. Chow

Anne H. Chow (58) is an independent director of CSX, serving since 2024. She is the former CEO of AT&T Business (2019–2022), holds an MBA from Cornell, and currently serves as Lead Independent Director at Franklin Covey and an independent director at 3M, with deep expertise in operations, cybersecurity, governance, finance, and human capital . The Board affirmatively determined her independence under NASDAQ standards in February 2025 .

Past Roles

Organization	Role	Tenure	Committees/Impact
AT&T Business	Chief Executive Officer	2019–2022	Led ~$35B global business and 35,000 employees; portfolio included fiber, wireless, cloud, 5G, networking, cybersecurity; drove transformation and performance
AT&T (various)	President – National Business; President – Integrator Solutions; SVP – Premier Client Group; leadership across product, marketing, sales, service, operations, partner ecosystems, network engineering	2000–2022	Extensive distribution and cross-functional leadership; oversight of capital, cash flows, key ratios
The Rewired CEO	Founder & Chief Executive Officer	Since 2022	Governance and leadership advisory (private firm)

External Roles

Organization	Role	Committee Positions	Notes
Franklin Covey Co.	Lead Independent Director	Chair of Nominating Committee	Public company directorship; governance leadership
3M Company	Independent Director	Chair of Compensation & Talent Committee	Public company directorship; compensation oversight
Northwestern Kellogg	Senior Fellow; Adjunct Professor (Executive Education)	—	Academic governance/leadership role
Advisory/Non-profit	Georgia Tech President’s Advisory Board; Dallas Mavericks Advisory Council; Girl Scouts USA; New Jersey Chamber; Asian American Justice Center; APIA Scholars	—	Community and advisory service

Board Governance

CSX committees: Compensation and Talent Management Committee member; Finance Committee member (not Chair) .
Independence: Determined independent by CSX Board (Feb 2025) .
Attendance and engagement: Board met five times in 2024; aggregate Board and committee attendance was 100%; Compensation and Finance Committees each had 100% attendance in 2024 .
Executive sessions: Independent directors met in executive session at each regular Board meeting .

Fixed Compensation

Component	Structure	2024 Amount (Chow)
Annual cash retainer	Non-employee director cash retainer	$77,500
Annual equity grant	Fully-vested CSX common stock; standard $180,000 grant (Feb 16, 2024); Non-Exec Chair additional $250,000	— (no stock award recorded for Chow in 2024)
All other compensation	Matching gifts and PACMatch	$35,077
Total	Sum of the above	$112,577

Notes:

CSX’s director compensation program includes cash and stock-based components including annual fully-vested common stock grants; the standard 2024 director equity grant occurred on Feb 16, 2024, and the Non-Executive Chair received an additional fully-vested grant .
Anne H. Chow’s 2024 director compensation shows cash and matching-gift amounts; no stock award is recorded for 2024 in the table .

Performance Compensation

Item	Status	Detail
Performance-based metrics for directors	Not used	Director equity awards vest immediately; CSX does not disclose any performance metrics tied to director pay

Other Directorships & Interlocks

Company	Sector Link to CSX	Interlock/Conflict
3M Company	Broad industrial products; potential indirect supplier/customer ecosystem	No CSX related-person transactions involving Chow disclosed; policy requires advance notice for new boards and limits total boards (≤5 for non-CEO directors); Chow appears within policy
Franklin Covey Co.	Organizational transformation/education	No CSX related-person transactions involving Chow disclosed

Related-person transactions: None disclosed for Chow in 2024; only item disclosed relates to consulting payments to Ann D. Begeman prior to her appointment ($275,000) .

Expertise & Qualifications

Business operations leadership: CEO of AT&T Business; broad cross-functional management .
Corporate governance: Lead Independent Director; Chair roles at other public boards; extensive nonprofit governance .
Cybersecurity/technology: Oversaw portfolio including cybersecurity; technology/cybersecurity designated Board skill .
Finance/capital allocation: Oversight of capital structure, cash flows, financial ratios; Finance Committee member .
Human capital/talent: Recognized inclusive leadership; chairs 3M’s Compensation & Talent Committee .

Equity Ownership

Holder	Shares Owned	Shares Acquirable within 60 Days	Total Beneficial Ownership	% of Class
Anne H. Chow	5,714	0	5,714	<1% (*)

Stock ownership guidelines: Non-employee directors must hold CSX stock equal to 5x the annual cash retainer within five years of election; directors serving ≥5 years are compliant per policy statement. Chow’s compliance window is open given her 2024 election .
Hedging/pledging: Company policy prohibits hedging and pledging of CSX stock .

Governance Assessment

Board effectiveness signals: Independent director with dual CSX committee roles (Compensation, Finance), full attendance, and strong cross-industry expertise in operations, cybersecurity, and talent—supports robust oversight of compensation design, financial policy, and technology risk .
Alignment and incentives: CSX director compensation uses cash plus fully-vested stock; ownership guidelines (5x retainer in five years) support longer-term alignment; Chow holds 5,714 shares to date and has time to meet guidelines .
Conflicts/related-party exposure: No related-person transactions disclosed for Chow; board policies constrain external commitments and require advance review to mitigate conflicts .
RED FLAGS: None disclosed specific to Chow. Positive indicators include independence, 100% attendance, and absence of related-party transactions. Monitoring areas include breadth of outside commitments (multiple public boards) and ensuring continued progress toward ownership guideline compliance over the five-year window .