David M. Moffett - Director | CSX (CSX) Executive Profile & Compensation

About David M. Moffett

Independent director (age 73) serving on the CSX Board since 2015, with deep financial-services leadership including CEO of Freddie Mac (2008–2009), Vice Chair & CFO of U.S. Bancorp (2001–2007), and earlier CFO roles at Firstar and StarBanc; currently designated an audit committee financial expert and determined independent under NASDAQ standards in February 2025 .

Past Roles

Organization	Role	Tenure	Committees/Impact
Federal Home Loan Mortgage Corporation (Freddie Mac)	Chief Executive Officer & Director	2008–2009	Led GSE during crisis period; senior oversight of financial reporting and controls
The Carlyle Group	Senior Advisor	2007–2008	Advised one of the largest global investment firms
U.S. Bancorp	Vice Chairman & Chief Financial Officer	2001–2007	Led corporate finance, reporting, risk in highly regulated banking
Firstar Corporation	Vice Chairman & Chief Financial Officer	1998–2001	Financial leadership pre-merger with U.S. Bancorp
StarBanc Corporation	Chief Financial Officer	1993–1998	Corporate accounting/reporting leadership

External Roles

Organization	Role	Tenure	Committees/Impact
PayPal Holdings, Inc.	Director; Chair of Audit Committee	Current	Audit leadership; public company board service
Columbia Threadneedle Mutual Funds	Trustee	Current	Oversees ~170 mutual funds in complex
University of Oklahoma Foundation	Trustee	Current	Fiduciary oversight

Board Governance

Independence: Board determined Moffett is independent (NASDAQ) in Feb 2025 .
Committee assignments: Audit Committee (Chair); Executive Committee (member, by virtue of chair role); Finance Committee (member) .
Board/committee attendance: 2024 Board met 5 times; all directors had 100% aggregate attendance. Audit Committee held 9 meetings; Moffett attended 9/9. Finance Committee held 5 meetings; attendance 100% .
Audit Committee scope: Oversees financial statement integrity, internal controls, ERM, compliance, independent auditor performance, and information security/cyber risk; Moffett designated an “Audit Committee Financial Expert” .
Executive sessions: Independent directors met in executive session at each regular Board meeting .

Fixed Compensation

Component (FY 2024)	Amount ($)	Notes
Fees Earned or Paid in Cash	155,000	Base retainer plus committee chair fees; base retainer program for directors is $130,000
All Other Compensation	50,000	Company matches under Directors’ Matching Gift and PACMatch programs; gifts

Director compensation structure: Cash retainer plus chair fees; annual stock grant; CEO receives no director pay. Governance & Sustainability Committee uses Pay Governance, LLC benchmarking versus CSX’s executive peer group and broader S&P 500 to recommend Board compensation levels .

Performance Compensation

Equity Element (FY 2024)	Value/Details
Annual Stock Award (grant date fair value)	180,001; fully vested upon grant
Grant Date	February 16, 2024
Deferrals	Eligible to defer cash/equity under Directors’ Deferred Compensation Plan; equity deferrals held as shares in trust with dividend reinvestment
Deferred Shares Outstanding (12/31/2024)	59,380 (including dividend reinvestments)

Design signals: Annual, fully vested stock grants align director pay with shareholder outcomes; immediate vesting typical for directors; deferral elections indicate long-term alignment via stock accumulation .

Other Directorships & Interlocks

Entity	Relationship	Conflict/Interlock Assessment
PayPal Holdings, Inc.	Public company directorship; Audit Chair	No related person transactions disclosed involving Moffett; Compensation Committee interlocks expressly disclaimed by CSX for 2024 (Moffett not on Comp Committee)

Director commitments policy: Limits of ≤5 public boards for non-CEOs; Board states all directors comply (Moffett compliant) .
Hedging/Pledging: Policy prohibits directors from hedging or pledging CSX stock, reducing misalignment risk .

Expertise & Qualifications

Accounting/Financial Reporting: Decades as CFO and financial executive; audit oversight expertise; designated audit committee financial expert .
Finance/Capital Allocation: Senior financial leadership in banking; strategic capital and asset management .
Risk/Crisis Management: Leadership in risk-intensive, highly regulated institutions; audit committee leadership at PayPal .
Corporate Governance: Executive and trustee roles across major institutions; boardroom governance experience .

Equity Ownership

Measure (as of stated date)	Shares	% of Class
Beneficial Ownership (3/1/2025)	65,074	* (<1%)
Shares Acquirable within 60 Days	0	—
Deferred Directors’ Plan Shares (12/31/2024)	59,380	—
Stock Ownership Guideline Compliance	Meets 5× cash retainer guideline for directors serving ≥5 years	—

Ownership guidelines: Non-employee directors must hold stock equal to 5× annual cash retainer within five years; CSX states all directors with ≥5 years of service meet guidelines (Moffett has served since 2015) .

Governance Assessment

Positives:
- Independent Audit Chair with financial expert designation; strong ERM and cybersecurity oversight remit; 100% attendance on Board and committee meetings in 2024 .
- Pay structure balanced (cash retainer plus stock grant); independent benchmarking; ability to defer into stock indicates alignment; compliance with stringent ownership and anti-hedging/pledging policies .
- No related-person transactions involving Moffett disclosed; Section 16 filings timely for 2024 .
Watch items:
- Multiple external roles (e.g., Audit Chair at PayPal) increase time commitments; CSX’s director commitments policy and independence determination mitigate; monitor workload vis-à-vis continued 100% attendance and engagement .
- Director equity grants vest immediately (standard for directors); not performance-tied—alignment relies on ownership guidelines and deferrals rather than metrics .
Overall signal: Governance profile supports investor confidence—experienced, independent audit oversight; consistent attendance; transparent compensation and robust ownership/insider policies; no disclosed conflicts .