John J. Zillmer
Chair of the Board at CSX
Board
About John J. Zillmer
John J. Zillmer (age 69) is an independent director and Chair of the Board at CSX, serving since 2017. He is the Chief Executive Officer of Aramark (since 2019) and previously led Univar Inc. (CEO/Executive Chairman, 2009–2012) and Allied Waste Industries (Chairman/CEO, 2005–2008); he earlier held senior roles at Aramark from 1986–2005, ultimately as President of Global Food and Support Service . The Board has determined he is independent under NASDAQ standards .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Aramark | Chief Executive Officer | 2019–present | Led operational transformation and labor/safety programs |
| Univar Inc. | President & CEO; Executive Chairman | 2009–2012 | Oversaw Fortune 500 chemical distributor |
| Allied Waste Industries | Chairman & CEO | 2005–2008 | Led company until merger with Republic Services |
| Aramark (earlier career) | President, Global Food & Support Service | 1986–2005 | Senior operating leadership |
| Reynolds American, Inc. | Director | 2007–2017 | Board service until acquisition by BAT |
| Veritiv Corporation | Director | 2014–2020 | Board service at Fortune 500 distributor |
| Performance Food Group Company | Director | 2015–2019 | Board service at food distributor |
| Liberty Capital Partners | Director | n/a | PE/VC governance experience |
| CVC Partners | North American Advisory Board | n/a | Advisory board service |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Ecolab Inc. | Director | Current | Board oversight at global industrial supplier |
| Aramark | CEO and Director | Current | Executive leadership; board service |
Board Governance
- Independence and leadership: Independent Chair; Board keeps Chair and CEO roles separate and periodically reviews structure .
- Chair responsibilities: Sets agendas, presides at Board/shareholder meetings, guides discussions, interacts with analysts/investors/employees, and coordinates with the Vice Chair .
- Committee assignments: Compensation & Talent Management (member), Governance & Sustainability (member), Executive Committee (member by charter due to Board leadership) .
- Attendance and engagement: 100% Board meeting attendance in 2024; ~99% committee attendance since becoming Chair in 2019, with 100% in 2024; all directors attended 2024 Annual Meeting .
- 2024 meeting cadence for context: Board (5); Audit (9, 100% attendance); Compensation & Talent Management (6, 100%); Governance & Sustainability (6, 100%); Finance (5, 100%); Executive (0) .
Fixed Compensation
| Component | Detail | 2024 Amount (USD) |
|---|---|---|
| Annual cash retainer | Base for non‑employee directors | $130,000 |
| Annual equity grant | Fully‑vested CSX common stock (granted Feb 16, 2024) | $180,001 (typical director grant) |
| Non‑Executive Chair equity | Additional fully‑vested common stock (Feb 16, 2024) | $250,000 |
| Total stock awards (Zillmer) | Grant‑date fair value under ASC 718 | $430,028 |
| All other compensation | Matching gifts/PACMatch/gifts | $0 for Zillmer (—) |
| Total 2024 compensation (Zillmer) | Cash + equity + other | $560,028 |
- Equity grants vest immediately at grant; shares determined by dividing dollar value by closing price on grant date .
- Directors may defer fees/equity via the CSX Directors’ Deferred Compensation Plan; Zillmer had no equity deferrals outstanding as of year‑end 2024 .
Performance Compensation
| Item | Disclosure |
|---|---|
| Performance metrics tied to director pay | None disclosed; director pay comprises cash retainer and fully‑vested stock grants (no performance conditions noted) |
| Options/PSUs for directors | Not presented in the director compensation elements or table for 2024 |
Other Directorships & Interlocks
| Category | Detail |
|---|---|
| Current public company boards | Aramark; Ecolab; CSX |
| Director commitments policy | CEOs of public companies may serve on ≤3 public company boards (incl. CSX); other directors ≤5. Zillmer is within limits and the Board reports all directors comply . |
| Compensation committee interlocks | No member of the Compensation & Talent Management Committee was an officer/employee of CSX in 2024; no interlocking relationships disclosed for CSX executives/directors . |
| Related‑party transactions | One 2024 related‑person transaction disclosed (Begeman $275,000 for advisory services pre‑appointment). No related‑party transactions disclosed for Zillmer . |
Expertise & Qualifications
- Business operations: Multi‑company CEO with proven operating transformations .
- Corporate governance: Chair/CEO experience and multiple public company directorships .
- Human capital management: Led large workforces with labor relations, safety, and talent management focus .
- Transportation/supply chain: Leadership in logistics‑intensive industries .
Equity Ownership
| Holder | Shares Owned | Shares Acquireable within 60 Days | Total Beneficial Ownership | Percent of Class |
|---|---|---|---|---|
| John J. Zillmer | 359,247 | 0 | 359,247 | <1% (asterisk) |
- As of March 1, 2025; based on 1,957,828,555 shares outstanding .
- Director stock ownership guidelines: Non‑employee directors must hold CSX stock equal to 5× annual cash retainer within five years; all directors serving ≥5 years meet the guideline (Zillmer qualifies) .
- Hedging/pledging: CSX policy prohibits officers and directors from hedging or pledging CSX securities .
Governance Assessment
- Strengths: Independent Chair role; separation of Chair/CEO; strong attendance and demonstrated engagement; multiple independent committee memberships; ownership guideline compliance; robust governance practices (majority voting, proxy access, executive sessions, no poison pill, anti‑hedging/pledging) .
- Potential risk signals and mitigants:
- Multiple public commitments (CEO of Aramark; boards of Aramark, Ecolab, CSX). Board re‑affirmed Zillmer as “best choice,” cited third‑party facilitated evaluations, high attendance, and positive shareholder feedback; commitments within formal policy limits .
- Related‑party exposure: None disclosed for Zillmer; only Begeman advisory fees pre‑appointment reviewed under Audit Committee process .
- Alignment: Equity grants are fully‑vested stock; policy prohibits hedging/pledging; guideline requires meaningful ownership (5× retainer) and Zillmer meets tenure‑based compliance .
- Overall: Board views Zillmer’s operating expertise, labor/safety focus, and leadership through crises (including 2024 operational disruptions) as additive to CSX’s oversight and strategy while monitoring his external commitments closely .