James L. Wainscott
Director at CSX
Board
About James L. Wainscott
Independent director of CSX since 2020; age 67. Former Chairman (2006–2016), President & CEO (2003–2015), CFO and VP/Treasurer of AK Steel Holding Corporation, with earlier leadership roles at National Steel Corporation. Currently Lead Director and Governance Chair at Parker‑Hannifin; Chair of the Council of Chief Executives since 2022 (Vice Chair 2020–2021). Core credentials span business operations, corporate governance, finance/capital allocation, and accounting/financial reporting .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| AK Steel Holding Corporation | Chairman | 2006–2016 | Led governance and strategic oversight |
| AK Steel Holding Corporation | President & CEO | 2003–2015 | Operational and cultural leadership; industry transformation |
| AK Steel Holding Corporation | CFO; VP/Treasurer | 1997–2003 (CFO from 1997); VP/Treasurer since 1995 | Financial management, capital markets |
| National Steel Corporation | Various leadership roles | Not disclosed | Steel industry operations and finance |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Parker‑Hannifin Corporation | Lead Director; Chair, Corporate Governance & Nominating Committee | Lead Director since 2015 | Long‑tenured governance leadership at a CSX compensation peer |
| Council of Chief Executives | Chair; Vice Chair | Chair since Jan 2022; Vice Chair 2020–2021 | Group of retired Fortune 500 CEOs |
Board Governance
- Independence: Determined independent under NASDAQ standards (Feb 2025) .
- CSX Board service: Director since 2020 .
- Committee assignments: Compensation & Talent Management Committee member; Finance Committee member .
- Attendance and engagement: 100% aggregated Board and committee attendance in 2024; independent directors met in executive session at each regular Board meeting .
- Director commitments: CSX limits non‑CEO directors to ≤5 public boards; all nominees in compliance .
| Committee | 2024 Meetings | 2024 Attendance | Role |
|---|---|---|---|
| Compensation & Talent Management | 6 | 100% | Member |
| Finance | 5 | 100% | Member |
Fixed Compensation
| Year | Cash Retainer ($) | Equity Grant ($) | All Other Compensation ($) | Total ($) |
|---|---|---|---|---|
| 2024 | 130,000 | 180,001 | 55,000 | 365,001 |
| Notes | Base non‑employee director cash retainer $130,000; equity grant fully‑vested common stock $180,000 (granted Feb 16, 2024). “All Other Compensation” reflects CSX matching gift program; equity grants vest immediately at grant . |
Performance Compensation
- Non‑employee director pay at CSX is not performance‑based; annual equity grants are fully‑vested common stock at grant; directors do not receive stock options .
| Element | Structure | Metrics/Formula |
|---|---|---|
| Director equity grant | Fully‑vested CSX common stock at grant | No performance metrics; immediate vesting |
| Options | Not provided to non‑employee directors | N/A |
Other Directorships & Interlocks
| Company | Type | Role | Potential Interlock/Context |
|---|---|---|---|
| Parker‑Hannifin (NYSE: PH) | Public | Lead Director; Governance Chair | PH is included in CSX’s executive compensation comparator group; no CSX‑reported related‑party transactions with Wainscott |
- Related‑party transactions: CSX reported one related‑person transaction in 2024 (consulting payments to Ann D. Begeman); no transactions disclosed involving Wainscott .
Expertise & Qualifications
- Business operations (former Chairman/CEO of AK Steel) .
- Corporate governance (Chairman at AK Steel; Lead Director/Governance Chair at Parker‑Hannifin) .
- Finance/capital allocation (former CFO; vice president & treasurer; oversight of capital structure and markets) .
- Accounting/financial reporting (deep experience as CEO/CFO; Treasurer) .
- Transportation/supply chain (industrial operator serving rail‑linked supply chains) .
Equity Ownership
| Beneficial Shares | Shares Acquirable ≤60 Days | Total Beneficial Ownership | % of Outstanding Shares |
|---|---|---|---|
| 36,817 | 0 | 36,817 | 0.0019% |
| Basis | Table of management ownership (March 1, 2025) shows 36,817 shares for Wainscott; CSX had 1,957,828,555 shares outstanding; percent computed from disclosed figures . |
- Stock ownership guidelines: Directors must hold CSX stock equal to 5× the annual cash retainer within five years; CSX states all non‑employee directors with ≥5 years service meet guidelines (Wainscott has served since 2020) .
- Hedging/pledging: Prohibited for officers and directors under CSX insider trading policy .
Governance Assessment
- Strengths: Independent director; dual committee service (Compensation; Finance); perfect 2024 attendance; robust governance architecture (independent Chair, majority‑independent board, proxy access, no poison pill, ownership guidelines, anti‑hedging/pledging) .
- Alignment: Holds CSX shares; director equity paid in stock; participates in CSX charitable match rather than perquisites; compensation aligned with peer benchmarks and set by Governance & Sustainability Committee (with independent consultant) .
- Conflicts/related parties: No related‑party transactions disclosed for Wainscott; director commitments policy enforced; sits on Parker‑Hannifin (a CSX compensation peer) without disclosed transactional ties to CSX .
- Watch items: CSX executed clawbacks following a 2024 “little r” restatement (engineering materials/labor accounting) under its mandatory policy—reflects active recoupment and oversight, but indicates an internal control issue addressed by Audit Committee and management; continued monitoring of remediation and risk oversight advisable .
Overall, Wainscott’s profile supports board effectiveness on operations, finance and governance, with clean independence, full attendance, equity ownership, and no disclosed conflicts. The environment of enforced clawbacks and strong governance practices bolsters investor confidence despite the 2024 accounting correction .