Kevin Boone
Executive Vice President and Chief Financial Officer at CSX
Executive
About Kevin Boone
Kevin S. Boone (age 48) is Executive Vice President and Chief Commercial Officer (CCO) of CSX, in role since June 2021, with 7.5 years at CSX as of the 2025 proxy. He previously served as EVP & CFO (Oct 2019–Jun 2021) and joined CSX in Sept 2017 (VP Corporate Affairs; later VP Sales & Marketing). He brings 20+ years in finance, accounting, M&A, and transportation coverage, and in 2024 led commercial initiatives that generated >$550 million in initiative-based revenue growth and volumes 2% above industrial production . Company context during his leadership: 2024 operating income $5.25B (adjusted $5.4B) and EPS $1.79 (adjusted $1.83); total volume +2%; cash from operations $5.2B; capex $2.5B .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| CSX | EVP & Chief Commercial Officer | Jun 2021–present | Leads commercial strategy; 2024 achievements included >$550m initiative-based revenue growth and volume +2% above industrial production . |
| CSX | EVP & Chief Financial Officer | Oct 2019–Jun 2021 | Financial leadership through operating and growth transformation . |
| CSX | VP – Corporate Affairs; VP – Sales & Marketing | Sep 2017–Oct 2019 | Led research/data analysis to advance growth strategies . |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Not disclosed in 2025 proxy | — | — | — |
Fixed Compensation
| Item | 2022 | 2023 | 2024 | Notes |
|---|---|---|---|---|
| Base Salary ($) | 725,000 | 725,000 | 725,000 | 2025 increase approved to $750,000 effective Feb 1, 2025 . |
| Target Bonus (% of Salary) | 100% (NEO policy) | 100% | 100% | Target Incentive Opportunity for EVPs set at 100% for 2024 . |
Performance Compensation
Annual Incentive (MICP) – 2024 Design and Outcome
| Metric | Weight | Target | Actual/Payout | Notes |
|---|---|---|---|---|
| Operating Income | 30% | 100% payout at target | 21% (Adjusted) / 17% (Unadjusted) | 2024 one-time $108m goodwill impairment excluded for adjusted outcome . |
| Operating Margin | 30% | 100% payout at target | 17% (Adjusted) / 0% (Unadjusted) | Margin goal formulaically adjusted for diesel prices; 2024 avg diesel $3.76 led to +20 bps adjustment . |
| Initiative-based Revenue Growth | 10% | 100% payout at target | 20% | Non-GAAP; newly generated line-haul revenue from specific initiatives . |
| FRA Personal Injury Rate | 5% | 100% payout at target | 0% | |
| FRA Train Accident Rate | 5% | 100% payout at target | 0% | |
| Trip Plan Compliance | 10% | 100% payout at target | 7% | |
| Fuel Efficiency | 10% | 100% payout at target | 17% | |
| Total Achievement Level | 100% | 100% | 82% Adjusted / 61% Unadjusted | Committee excluded $108m impairment for adjusted payout . |
- 2024 Annual Bonus amount shown for Boone: $594,500 (amount that would have been earned under MICP before reduction to satisfy clawback recovery) .
Long-Term Incentive (LTIP) – 2022–2024 Cycle Payout Structure
| Metric | Weight | Payout | Notes |
|---|---|---|---|
| Avg Annual Operating Income Growth Rate | 50% | 27% (Adjusted) / 0% (Unadjusted) | Adjusted to exclude 2024 $108m goodwill impairment; otherwise payout would have been lower . |
| Economic Profit | 50% | 49% | Non-GAAP; measured vs recommended % of gross capital employed . |
| Relative TSR Modifier | Modifier | 0.75% | TSR modifier applied to financial outcomes . |
| Aggregate Achievement | — | 57% of Target (Adjusted) / 37% (Unadjusted) | Committee rationale disclosed for impairment exclusion . |
2024 Equity Grants and Vesting Mechanics (Granted Feb 16, 2024)
| Award Type | Units / # | Strike/Price | Vesting | Grant Date Fair Value ($) |
|---|---|---|---|---|
| Performance Units (2024–2026 LTIP) | Target 128,678; Max 17,157? See note | — | Earned over 3 years; 0–250% payout with TSR ±25% modifier | Included in $2,520,020 total equity grant fair value . |
| Restricted Stock Units (RSUs) | 17,157 | — | 1/3 on 2/16/2025; 1/3 on 2/16/2026; 1/3 on 2/16/2027 | Included in $2,520,020 . |
| Non-Qualified Stock Options | 54,447 | $36.72 | 1/3 on 2/16/2025; 1/3 on 2/16/2026; 1/3 on 2/16/2027; expire 2/16/2034 | 630,006 . |
Note: 2024–2026 performance units pay 0% at threshold and 200% at maximum, with a TSR modifier that can adjust payout by ±25% (0–250% total) .
2024 Realized Share Vesting / Exercises
| Item | 2024 Amount |
|---|---|
| Shares Acquired on Vesting | 56,518 shares |
| Value Realized on Vesting | $1,980,771 |
| Options Exercised | 0 |
Multi-Year Compensation (Summary Compensation Table – Kevin S. Boone)
| Metric ($) | 2022 | 2023 | 2024 |
|---|---|---|---|
| Salary | 725,000 | 725,000 | 725,000 |
| Bonus | — | — | — |
| Stock Awards | 2,313,201 | 2,520,013 | 2,520,020 |
| Option Awards | 781,173 | 630,001 | 630,006 |
| Non-Equity Incentive Plan Comp | 1,094,750 | 833,750 | 594,500 |
| Change in Pension Value & NQDC Earnings | 174,971 | 157,053 | 146,119 |
| All Other Compensation | 60,938 | 68,285 | 48,035 |
| Total | 5,150,033 | 4,934,102 | 4,663,680 |
Perquisites/other detail: Boone’s 2024 “All Other Compensation” included CSXtra and NQDC employer contributions and other perquisites; category definitions include financial planning/tax prep, personal aircraft usage (as applicable), relocation, charitable/PAC match, etc. Aggregate amount: $48,035 .
Equity Ownership & Alignment
| Ownership Detail (as of Mar 1, 2025) | Amount |
|---|---|
| Shares Beneficially Owned | 200,071 |
| Shares Acquirable within 60 Days (e.g., options) | 739,050 |
| Total Beneficial Ownership | 939,121 |
| Percent of Class | <1% (asterisk per table; 1,957,828,555 shares outstanding) |
- Stock ownership guidelines: EVPs must hold stock equal to 4x base salary; covered executives must retain 100% of net shares until compliant within five years; vested/unvested RSUs and vested PSUs count toward guidelines . The policy prohibits hedging and pledging of CSX stock by officers/directors .
- Outstanding awards highlight (selected options): 21,309 exercisable/42,618 unexercisable at $31.67 expiring 2/15/2033; 51,460 exercisable/25,731 unexercisable at $35.17 expiring 2/16/2032; 246,507 exercisable at $23.48 expiring 12/4/2029; 54,447 unexercisable at $36.72 expiring 2/16/2034 .
Employment Terms
| Topic | Terms |
|---|---|
| Non-Compete / Non-Solicit | Required for LTIP participation; 18 months post-separation; prohibits working for competitors and soliciting CSX customers/employees . |
| Regular Severance (non-CoC) | Executive Severance Plan (Sept 2022; amended Jul 2023): cash equal to 1x base salary + 1x target bonus; pro-rata MICP; up to 12 months medical/dental; financial planning; outplacement; prorated vesting of equity per original schedules . As of 12/31/2024, hypothetical termination without cause: severance $1,450,000; stock awards $4,358,300; option awards $4,991,153; non-equity incentive $594,500; other $76,093; total $11,470,046 (values at $32.27 stock price) . |
| Change-of-Control (Double Trigger) | Double trigger; 2.99x base + target bonus cash severance (Boone); pro-rata bonus at plan achievement; full equity vesting valued at target; 3 years welfare benefits; $40k outplacement; no excise tax gross-ups (executive bears any 280G tax) . As of 12/31/2024, hypothetical post-CoC termination: severance $4,335,500; pro-rata bonus $594,500; equity $11,729,267; welfare $83,870; outplacement $40,000; aggregate $16,783,137 (stock at $32.27) . |
| Clawback Policy | Clawback triggers include financial restatement and behavioral triggers (dishonesty, fraud, theft, misconduct), beyond SEC/NASDAQ rules . In 2024, CSX made a “little r” restatement and reduced 2024 MICP and 2022–2024 LTIP payouts to recoup “erroneously awarded” amounts, including Boone’s 2023 MICP overpayment $50,750 and 2021–2023 LTIP recoupment of 1,034 PSUs via reduction in the 2022–2024 LTIP payout . |
Compensation Structure Notes (Design and 2025 Updates)
- Pay mix emphasizes at-risk compensation; in 2024, variable/at-risk averaged ~70% for non-CEO NEOs (salary + incentives split) .
- 2025 actions: Base salary increase for Boone from $725,000 to $750,000 effective Feb 1, 2025; no change to target annual bonus percentage disclosed; other NEO adjustments noted .
Track Record, Value Creation, and Execution Risk (Selected 2024 Highlights)
| Area | Evidence |
|---|---|
| Commercial execution | >$550m initiative-based revenue growth; volumes +2% vs industrial production . |
| Industrial development | Grew major ID projects >$200m; added properties to site selection program; Louisiana designation for CSX-owned site in New Orleans . |
| Company financials (context) | Operating income $5.25B (adjusted $5.4B), EPS $1.79 (adjusted $1.83); FCF $2.8B; $3.1B returned to shareholders in buybacks/dividends . |
Risk Indicators & Red Flags
- Clawbacks executed for 2023 MICP and 2021–2023 LTIP following a “little r” restatement; Boone’s recoupment: $50,750 cash (MICP) and 1,034 PSUs offset via 2022–2024 LTIP reduction .
- Insider policy prohibits hedging and pledging; beneficial ownership disclosure does not indicate any pledges, and Section 16(a) filings were timely in 2024 per company review .
Compensation Metric Architecture (What Drives Pay)
| Program | Key Metrics | Weighting | Payout Mechanics |
|---|---|---|---|
| MICP (Annual) | Operating Income; Operating Margin; Initiative-based Revenue Growth; Safety (FRA injury/accident); Trip Plan Compliance; Fuel Efficiency | 70% financial / 30% safety, ops & environmental | 0–200% of target; selective formulaic margin adjustment for fuel prices; committee made impairment exclusion in 2024 . |
| LTIP (3-year) | Avg Annual Operating Income Growth; Economic Profit; TSR Modifier | 50% / 50% + TSR modifier | Financial goals 0–200%; TSR modifier ±25% (0–250% total) . |
Equity Vesting Calendar (Forward-Looking Pressure Points)
| Award | Next Tranches | Dates |
|---|---|---|
| 2024 RSUs (17,157 units) | 1/3 vest each year | 2/16/2025, 2/16/2026, 2/16/2027 |
| 2024 Options (54,447 @ $36.72) | 1/3 become exercisable each year; expire 2/16/2034 | 2/16/2025, 2/16/2026, 2/16/2027; Exp 2/16/2034 |
Pension and Benefits (Alignment and Retention)
| Plan | Years Credited | Present Value |
|---|---|---|
| Qualified Pension Plan | 7.333 | $200,064 |
| Non-qualified Special Retirement Plan (SERP) | 7.333 | $662,949 |
Investment Implications
- Pay-for-performance linkage is explicit and multi-factor: Boone’s annual and long-term incentives are driven by operating income, margin, initiative-based revenue, safety/operational KPIs, and economic profit with TSR modification, aligning pay with shareholder value drivers and operational execution .
- Governance strength and clawback enforcement: The 2024 “little r” restatement led to real recoupments from Boone’s 2023 MICP and 2021–2023 PSU payouts, reducing 2024 MICP and 2022–2024 LTIP outcomes to recover overpayments—this both mitigates windfall risk and signals committee discipline .
- Vesting cadence may create periodic supply overhang: Annual RSU/option tranches vest in mid-February over 2025–2027; options struck at $36.72 (2024 grant) and prior strikes (e.g., $31.67/$35.17) create sensitivity of realizable value to share price moves around those windows .
- Ownership alignment with downside protection: Material beneficial ownership (939,121 total including acquirable) and 4x-salary ownership guideline with 100% net share retention until met, combined with anti-hedging/anti-pledging policy, supports alignment and limits leverage-related risks .
- Retention economics are moderate outside of change-in-control but significant on CIC: Non-CoC severance is 1x salary+bonus with prorated equity vesting; CIC double-trigger provides 2.99x multiple plus accelerated equity, totaling ~$16.8m in a year-end hypothetical, which could influence retention and negotiating posture in strategic transactions .