J. Steven Whisler

About J. Steven Whisler

Independent CSX director since 2011 (age 70), Whisler chairs the Board’s Finance Committee, serves on the Audit Committee (designated an “Audit Committee Financial Expert”), and is a member of the Executive Committee . He is a former Chairman and CEO of Phelps Dodge Corporation and a certified public accountant, bringing deep financial oversight, capital allocation and industrial operations expertise, along with transportation-sector perspective from prior board service at BNSF Railway and US Airways Group . The Board affirmed his independence under NASDAQ standards in February 2025 .

Past Roles

Organization	Role	Tenure	Committees/Impact
Phelps Dodge Corporation	Chairman & Chief Executive Officer	2000–2007	Implemented “Zero and Beyond” safety and “Quest for Zero” process-improvement programs .
Phelps Dodge Corporation	Various leadership roles including President & Chief Operating Officer	Beginning in 1976	Financial reporting oversight; CPA credential .
International Paper Company	Director; Presiding Director	2007–2021	Governance leadership as Presiding Director .
US Airways Group, Inc.	Director	2005–2011	Transportation governance experience .
Burlington Northern Santa Fe (BNSF) Railway	Director	1995–2010	Railroad industry oversight until Berkshire Hathaway acquisition .

External Roles

Organization	Role	Tenure	Committees/Impact
Brunswick Corporation	Director; Chair, Nominating & Corporate Governance Committee	Current	Corporate governance leadership .

Board Governance

Independence: Determined independent by the Board (Feb 2025) .
Years of service: Director since 2011 .
Committee assignments and attendance:

Committee	Role	2024 Meetings	Attendance
Finance	Chair	5	100% .
Audit	Member; Audit Committee Financial Expert	9	9/9 .
Executive	Member	0	0 meetings held .

Board meeting attendance: In 2024, the Board met 5 times; each director attended 100% of Board and committee meetings on which they served .
Executive sessions: Independent directors met in executive session at each regular Board meeting .

Fixed Compensation

Metric (Director Compensation – 2024)	Amount
Fees Earned or Paid in Cash	$150,000 .
Stock Awards (grant-date fair value)	$180,001 .
All Other Compensation (primarily Matching Gift Program)	$50,000 .
Total	$380,001 .
Election to Defer Cash Fees	100% of cash retainer/fees deferred into CSX stock (Directors’ Plan) .

Program design highlights:

Base annual cash retainer: $130,000; annual equity grant: $180,000 in fully-vested CSX common stock (Non-Executive Chair receives $250,000 equity); equity amount converted at grant based on closing price .
Directors’ Matching Gift Program: Company matches up to $50,000/year; PACMatch up to $5,000/year .

Performance Compensation

CSX director equity is granted as fully-vested common stock; no performance-vested or stock option awards are disclosed for directors in 2024, and grant values reflect immediate vesting on grant date .

Other Directorships & Interlocks

Company	Nature	Tenure/Notes
Brunswick Corporation	Current public company directorship; Chair of Nominating & Corporate Governance Committee	Current .
International Paper Company	Former director; Presiding Director	2007–2021 .
US Airways Group, Inc.	Former director	2005–2011 .
Burlington Northern Santa Fe (BNSF) Railway	Former director	1995–2010 .

Related person transactions: CSX disclosed one related person transaction in 2024 involving a different director (consulting by Ann D. Begeman); no related person transaction involving Whisler was disclosed .

Expertise & Qualifications

Financial/accounting expertise; certified public accountant; designated Audit Committee Financial Expert under SEC rules .
Finance/capital allocation and capital markets oversight; chairs CSX Finance Committee .
Transportation industry exposure via prior BNSF Railway and US Airways Group directorships .
Corporate governance leadership (Chair of Nominating & Corporate Governance at Brunswick; Presiding Director at International Paper) .

Equity Ownership

Ownership Detail (as of Mar 1, 2025, unless noted)	Amount
Total beneficial ownership	210,255 shares .
Shares acquirable within 60 days	0 .
Percent of class	<1% (asterisk indicates <1%) .
Deferred Directors’ Plan shares outstanding (Dec 31, 2024)	37,560 shares .
Director stock ownership guideline	5x annual cash retainer within 5 years; Company states all non-employee directors with 5+ years of service meet the guideline .
Hedging/pledging policy	Hedging and pledging of CSX stock prohibited for officers and directors .

Basis: Percent-of-class asterisk reflects <1% on 1,957,828,555 shares outstanding; definition provided in proxy footnote .

Governance Assessment

Alignment and capacity: Independent status affirmed; 100% Board/committee attendance in 2024; adherence to director commitments policy; extensive finance and audit expertise strengthens Board oversight .
Oversight roles: Finance Committee Chair (capital structure, liquidity, dividends/buybacks, financings), Audit member and SEC-defined financial expert; enhances robustness of financial reporting and capital allocation oversight .
Ownership alignment: Defers 100% of cash fees into CSX stock; beneficial ownership of 210,255 shares; directors required to hold 5x retainer; hedging/pledging prohibited—supporting “skin-in-the-game” and risk alignment .
Conflicts/related-party exposure: No Whisler-related transactions disclosed; only 2024 related-person transaction involved another director; Section 16 filings reported as timely for 2024 .
Shareholder signals: Say-on-Pay support at ~83% in 2024; company enforced clawback policy to recoup erroneously awarded compensation after a 2024 “little r” restatement—supporting responsiveness and governance rigor (committee-level, not director-specific) .

Overall, Whisler’s deep financial and industrial operating background, coupled with his finance chair and audit expert roles, supports Board effectiveness; absence of related-party issues, full attendance, and fee deferral into stock bolster investor alignment, with limited red flags evident in disclosures .