Maryclare Kenney
Senior Vice President and Chief Commercial Officer at CSX
Executive
About Maryclare Kenney
Maryclare T. Kenney is Senior Vice President and Chief Commercial Officer at CSX, promoted on October 29, 2025; she is 48, holds an MBA from Harvard Business School and a BA in Government & International Relations from Notre Dame, and previously served as a U.S. Army aviator (captain) . She joined CSX in 2011 and advanced through commercial leadership roles including Vice President of Intermodal & Automotive and Vice President of Sales & Marketing, most recently overseeing Merchandise Sales & Marketing, TRANSFLO, Automotive and TDSI . Company performance context: CSX’s cumulative value of a $100 investment (“TSR”) was $143 in 2024 vs $176 for its peer group; 2024 Net Income was $3,470 million and Economic Profit was $2,341 million . CSX’s executive incentive framework emphasizes operating income growth, economic profit, and a relative TSR modifier to align pay with shareholder returns .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| CSX | Senior Vice President & Chief Commercial Officer | 2025–present | Leads commercial strategy to drive long-term growth and value; promotion underscores leadership depth in sales and marketing . |
| CSX | Vice President, Sales & Marketing | Pre-2025 (exact dates not disclosed) | Led Merchandise Sales & Marketing, TRANSFLO, Automotive, TDSI; drove growth across segments . |
| CSX | Vice President, Intermodal & Automotive | Pre-2025 (exact dates not disclosed) | Managed intermodal and automotive portfolios, supporting network and customer growth initiatives . |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| PepsiCo | Sales leadership and strategy roles | ~4 years, pre-2011 | Commercial discipline and consumer-sector sales strategy experience . |
| U.S. Army | Aviator (Captain) | 7 years | Leadership, operations, and risk management credentials . |
Fixed Compensation
- Compensation details for Ms. Kenney (base salary, target bonus) were not disclosed in the 2025 proxy since she was not a named executive officer at year-end 2024; CSX sets executive pay against a comparator group, emphasizes pay-for-performance, and uses an independent consultant for annual reviews .
- Stock ownership guidelines require Senior Vice Presidents to hold CSX shares equal to 3x base salary; executives must retain 100% of net shares until guidelines are met within five years .
Performance Compensation
| Plan | Metric | Weighting | Target | Actual | Payout | Vesting |
|---|---|---|---|---|---|---|
| 2024 Short-Term Incentive (MICP) | Operating Income | Not disclosed | Not disclosed | Not disclosed | Not disclosed | Cash award; annual cycle . |
| 2024 Short-Term Incentive (MICP) | Operating Margin | Not disclosed | Not disclosed | Not disclosed | Not disclosed | Cash award; annual cycle . |
| 2024 Short-Term Incentive (MICP) | Initiative-based Revenue Growth | Not disclosed | Not disclosed | Not disclosed | Not disclosed | Cash award; annual cycle . |
| 2024 Short-Term Incentive (MICP) | Safety – FRA Personal Injury Rate | 5% | Not disclosed | Not disclosed | Not disclosed | Cash award; annual cycle . |
| 2024 Short-Term Incentive (MICP) | Safety – FRA Train Accident Rate | 5% | Not disclosed | Not disclosed | Not disclosed | Cash award; annual cycle . |
| 2024 Short-Term Incentive (MICP) | Trip Plan Compliance | Not disclosed | Not disclosed | Not disclosed | Not disclosed | Cash award; annual cycle . |
| 2024 Short-Term Incentive (MICP) | Fuel Efficiency | Not disclosed | Not disclosed | Not disclosed | Not disclosed | Cash award; annual cycle . |
| 2024–2026 LTIP | Avg Annual Operating Income Growth Rate | Not disclosed | Not disclosed | Not disclosed | Not disclosed | 3-year performance units; payout based on 3-year results . |
| 2024–2026 LTIP | Economic Profit | Not disclosed | Not disclosed | Not disclosed | Not disclosed | 3-year performance units; payout based on 3-year results . |
| 2024–2026 LTIP | Relative TSR (vs. S&P 500 Industrials) | Modifier ±25% up to 250% max | 40th–60th percentiles have no impact | Not disclosed | Modifier applied to LTIP | Vest with LTIP cycle . |
Notes: CSX discloses enterprise metrics and design features; individual target/actual/payout values for Ms. Kenney are not disclosed in public filings. CSX’s pay-for-performance program uses multiple financial, safety, operational, and environmental goals with stretch targets .
Equity Ownership & Alignment
| Category | Detail | Amount/Terms | Source |
|---|---|---|---|
| Common Stock (Direct) | Shares owned | 5,794 | Form 3 (Nov 7, 2025) ; summary . |
| Common Stock (Indirect) | CSX 401(k) Plan | 3,360 shares | Form 3 ; summary . |
| Common Stock (Indirect) | Joint Revocable Trust | 4,154 shares | Form 3 ; summary . |
| Options | 2020–2022 LTIP option grant | 10,722 @ $22.70; exp. 02/06/2029; vests in 3 equal installments per footnote | Form 3 summary footnotes . |
| Options | 2020–2022 LTIP option grant | 22,569 @ $26.50; exp. 02/18/2030; 3-year graded vesting | Form 3 summary footnotes . |
| Options | 2021–2023 LTIP option grant | 7,080 @ $29.49; exp. 02/09/2031; 3-year graded vesting | Form 3 summary footnotes . |
| Options | 2021–2023 (additional) | 38,130 @ $31.24; exp. 06/02/2032; 3-year graded vesting | Form 3 summary footnotes . |
| RSUs | 2025–2027 LTIP RSUs | Awarded; vest per LTIP schedule; number not disclosed in public snippet | Form 4 reference (Nov 14, 2025) . |
| Ownership Guidelines | Required multiple | SVPs: 3x base salary; retain 100% of net shares until met; 5-year compliance window | 2025 Proxy . |
| Hedging/Pledging | Policy | Hedging and pledging of CSX stock prohibited for officers/directors | 2025 Proxy . |
Upcoming vesting cadence: Company-wide grants are typically made at the February meeting, with RSUs and options vesting ratably over three years (e.g., 2025 grants vest on or about Feb 2026–2028), which can drive periodic Form 4 “sell-to-cover” activity for tax withholding .
Employment Terms
- Appointment and role: Promoted to Senior Vice President & Chief Commercial Officer effective October 29, 2025; age 48; background and education noted in CSX’s 8-K and press release .
- Change-of-control and severance policy context (company-level): CSX uses double-trigger change-of-control agreements (CIC) with severance caps at 2.99x base salary+target bonus for NEOs other than CEO; no excise tax gross-ups; CIC equity treatment includes deemed target earnouts for performance awards and cash-out of RSUs/options at fair value, with welfare benefits and outplacement support; non-CIC “good reason”/without-cause severance under the Executive Severance Plan provides 1x salary+1x target bonus for NEOs plus prorated equity and benefits (installments over 12 months) .
- Non-compete/non-solicit: CSX requires CEO and other NEOs to enter formal non-compete and non-solicitation agreements as a condition for LTIP participation (18 months post-separation); applicability to non-NEO SVPs is not disclosed .
Investment Implications
- Alignment and retention: Kenney’s equity mix includes legacy options with favorable strikes ($22.70–$31.24) and newly awarded RSUs under the 2025–2027 LTIP; combined with CSX’s 3x salary ownership guideline and hedging/pledging prohibitions, her incentives are tightly linked to long-term value creation and service continuity .
- Near-term trading signals: Annual vesting events (typically mid-February) for RSUs/options can trigger sell-to-cover filings, creating predictable supply; monitor Forms 4 around vest dates and any incremental grants at the February board cycle .
- Execution track record: Promotion to CCO reflects a 14-year progression across core commercial units; emphasis on operating income/economic profit/relative TSR in enterprise incentives supports disciplined growth and margin focus, aligning her remit with investor priorities .
- Company performance backdrop: 2024 saw CSX $100 TSR value at $143 vs peer $176, Net Income $3,470 million, Economic Profit $2,341 million; incentive designs tie leadership payouts to improvements in these measures, reinforcing pay-for-performance .