Linda H. Riefler
CSXAbout Linda H. Riefler
Independent director since 2017 (age 64), Riefler is a seasoned Wall Street and governance leader. She spent 25+ years at Morgan Stanley, serving as Chair of Global Research (2011–2013), Global Head of Research (2008–2011), Chief Talent Officer (2006–2008), and was elected Managing Director in 1998 after joining in 1987; she served on the firm’s Management and Operating Committees . She brings deep corporate governance, capital markets, human capital, and sustainability expertise, including 17 years on the board of MSCI, Inc., and leadership at Stanford Women on Boards .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Morgan Stanley | Chair of Global Research | 2011–2013 | Led global equity research; served on Management and Operating Committees |
| Morgan Stanley | Global Head of Research | 2008–2011 | Oversaw firmwide research |
| Morgan Stanley | Chief Talent Officer | 2006–2008 | Led global talent strategy |
| Morgan Stanley | Managing Director; Capital Markets | 1998–2013+ | Elected MD in 1998; joined firm in 1987 |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| MSCI, Inc. (public) | Director; Chair of Governance Committee; former Chair of Compensation Committee | ~17 years | ESG and climate solutions leader; governance and compensation oversight |
| Stanford Women on Boards | Executive leadership team member | Current | Co-authored “Leading-Edge Stewardship” governance series |
| North American Partners in Anesthesia (private) | Director | 2016–2024 | National healthcare governance |
| Stanford GSB; Choate Rosemary Hall | Board roles (prior) | Prior | Education governance |
Board Governance
- Committee assignments: Chair, Governance & Sustainability Committee; Member, Compensation & Talent Management Committee; Member, Executive Committee by virtue of committee chair role .
- Independence: Board determined she is independent under NASDAQ standards (Feb 2025) .
- Attendance/engagement: 2024 Board met 5 times; directors had 100% aggregate Board and committee attendance; independent directors held executive sessions at each regular Board meeting . Committee meetings: Governance & Sustainability (6, 100%); Compensation & Talent Management (6, 100%) .
- Years of service on CSX board: Director since 2017 .
- Shareholder engagement: Governance & Sustainability Chair participates in structured outreach with key shareholders on governance, compensation, safety, and sustainability .
Fixed Compensation
2024 Director compensation (all non-employee directors receive cash retainer + equity; incremental cash for committee chairs; CEO receives no director pay):
| Component | Amount (USD) | Detail |
|---|---|---|
| Cash fees | $150,000 | Includes base retainer and committee chair fees |
| Equity (fully-vested common stock) | $180,001 | Annual stock grant on Feb 16, 2024; number of shares based on grant-date closing price |
| Other compensation | $55,077 | Company matching under Director Matching Gift and PACMatch programs; gifts |
| Total | $385,078 | Sum of cash, equity grant-date fair value, and other |
Program design notes:
- Annual cash retainer baseline $130,000; incremental cash for committee chair roles; equity grant $180,000 (Non-Executive Chair receives $250,000) granted on Feb 16, 2024, fully vested at grant .
- Director compensation benchmarking performed by independent consultant Pay Governance, using CSX executive comparator group and broader S&P 500 benchmarks; Governance & Sustainability Committee recommends changes annually .
Performance Compensation
- CSX does not use performance-based equity for directors; annual director equity is granted as fully vested common stock (no PSUs or options for directors) .
- No performance metrics are attached to director compensation; metrics are used for executives (MICP/LTIP) and are not applicable to director pay .
Other Directorships & Interlocks
| Company | Role | Committee Roles | Potential Interlock Risk |
|---|---|---|---|
| MSCI, Inc. | Director | Chair of Governance; former Chair of Compensation | No CSX-related transactions disclosed; no related-party ties noted |
Director commitments policy: non-CEO directors limited to five public company boards; all directors in compliance . Riefler’s current public company service is MSCI, aligning with the policy .
Expertise & Qualifications
- Corporate governance: Governance leadership at MSCI and Stanford Women on Boards; recognized at 2023 Corporate Governance Awards for outstanding independent director work .
- Finance/capital markets: Decades in global research and capital markets at Morgan Stanley .
- Human capital: Former Chief Talent Officer at Morgan Stanley; active in inclusive leadership and pay equity .
- Sustainability: 17-year MSCI board tenure (ESG/climate solutions) and CSX board oversight of sustainability strategy .
Equity Ownership
| Measure | Amount | Notes |
|---|---|---|
| Total beneficial ownership | 77,174 shares | As of March 1, 2025 |
| % of shares outstanding | <1% | Indicated with asterisk in beneficial ownership table |
| Deferred stock units outstanding | 21,861 shares | Deferred via Directors’ Deferred Compensation Plan |
| Stock ownership guideline | 5x annual cash retainer | Must be met within 5 years; all directors with 5+ years meet guideline (Riefler has >5 yrs) |
| Hedging/pledging policy | Prohibited | Applies to directors and officers |
Fixed vs. Equity Mix (Alignment)
- Cash retainer + chair fees (at-risk only for service; no meeting fees) .
- Equity delivered as fully-vested stock annually; aligns director interests with shareholders; deferral permitted under Directors’ Plan .
Potential Conflicts & Related-Party Exposure
- Related-person transactions: Only one 2024 transaction disclosed—consulting payments to Ann D. Begeman prior to board appointment; no transactions involving Riefler disclosed .
- Policy safeguards: Audit Committee oversight of related-person transactions; independence assessments annually; anti-hedging/pledging policy; director commitments limits .
Say-on-Pay & Shareholder Feedback (Context)
- 2024 say-on-pay support: ~83% approval .
- Governance & Sustainability Chair participates in shareholder outreach; focus areas include board oversight of risk and strategy (safety), executive compensation, director commitments, composition/refreshment, culture, and environmental initiatives .
Compensation Committee (Context)
- Riefler is a member of the Compensation & Talent Management Committee (independent); committee uses independent consultant (Pay Governance), oversees clawbacks, and aligns incentives with financial, safety, operational, and environmental goals for executives .
Governance Assessment
- Strengths (investor confidence signals):
- Independent director with governance chair role; 100% attendance in 2024 across Board and committees; active in shareholder engagement .
- Robust alignment policies: stock ownership guideline (5x retainer) achieved for directors >5 years; anti-hedging/pledging; annual independence review; majority voting and resignation policy; proxy access .
- No related-party transactions involving Riefler; director commitments policy compliance; current external public board count within limits .
- Watch items:
- None disclosed specific to Riefler; ongoing monitoring of director workload remains standard best practice given governance chair responsibilities and external commitments, but policy and attendance data indicate adequate capacity .
Overall: Riefler’s profile—governance and sustainability leadership, capital markets depth, independent status, and strong attendance—supports board effectiveness and investor alignment at CSX. No conflicts or red flags are disclosed in the latest proxy; oversight structures and policies (anti-hedging/pledging, ownership guidelines, related-party review) further mitigate governance risk .