Michael Burns
About Michael Burns
Michael S. Burns is Senior Vice President, Chief Legal Officer, and Corporate Secretary of CSX, appointed effective January 2, 2025; he was 49 at the time of appointment, joined CSX in 2006, and previously served as Vice President, General Counsel, and Assistant Corporate Secretary . He holds a bachelor’s degree from Wabash College and a J.D. from the Indiana University Robert H. McKinney School of Law . In his role, he oversees legal and regulatory affairs, the corporate secretary’s office, risk management, police and infrastructure protection, environmental and hazmat, and audit functions, and he signs SEC filings on behalf of the company, evidencing officer status . CSX’s executive pay framework emphasizes alignment with shareholder value through metrics including Operating Income, Operating Margin, initiative-based revenue, safety/service/environmental goals in the annual plan, and multi‑year Operating Income growth, Economic Profit, and a Relative TSR modifier in the LTIP, shaping leadership incentives during his tenure .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| CSX | Senior Vice President, Chief Legal Officer & Corporate Secretary | 2025–present | Oversees legal/regulatory affairs, corporate secretary, risk management, police/infrastructure protection, environmental/hazmat, and audit; supports strategy to deliver profitable growth . |
| CSX | Vice President, General Counsel & Assistant Corporate Secretary | Pre-2025–2024 | Led full law department; added corporate secretary, risk management, environmental/hazmat responsibilities . |
| CSX | Employment and benefits law roles (progressive responsibility) | 2006–Pre-VP | Advanced through roles, expanding remit across legal and compliance domains . |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Private law firm (Indiana) | Labor and employment attorney | Pre-2006 | Built employment-law expertise prior to joining CSX; groundwork for HR, compliance, and legal-risk oversight at CSX . |
Fixed Compensation
- CSX has not disclosed Burns-specific base salary, target bonus, or LTI targets in public filings; he was not a Named Executive Officer (NEO) in 2024 and the Feb. 2024 and 2025 compensation actions in the proxy/8‑K relate to other executives (CEO/NEOs) .
- The November 12, 2024 8‑K announcing his promotion did not include compensatory terms .
Performance Compensation
CSX’s disclosed incentive structures for executive leadership (NEOs) illustrate the incentive levers and vesting mechanics relevant to alignment and potential selling pressure windows.
- 2024 MICP (annual incentive) design (NEOs)
| Metric | Weight | Threshold Payout | Target Payout | Max Payout | 2024 Payout Contribution |
|---|---|---|---|---|---|
| Operating Income | 30% | 0–50% | 100% | 200% | Adjusted: 21%; Unadjusted: 17% . |
| Operating Margin | 30% | 0–50% | 100% | 200% | Adjusted: 17%; Unadjusted: 0% (with fuel adjustment to target as noted) . |
| Initiative-based Revenue Growth | 10% | 0–50% | 100% | 200% | 20% . |
| Safety: FRA Personal Injury Rate | 5% | 0–50% | 100% | 200% | 0% . |
| Safety: FRA Train Accident Rate | 5% | 0–50% | 100% | 200% | 0% . |
| Trip Plan Compliance | 10% | 0–50% | 100% | 200% | 7% . |
| Fuel Efficiency | 10% | 0–50% | 100% | 200% | 17% . |
| Total Achievement (Company) | — | — | — | — | Adjusted: 82%; Unadjusted: 61% (pre-clawback) . |
- 2022–2024 LTIP (NEOs)
| Component | Weight/Role | Targets/Notes | Outcome/Payout |
|---|---|---|---|
| Avg. Annual Operating Income Growth | 50% | Measures 3‑yr operating income growth; threshold/target/max map to 25%/50%/100% measure payouts | Adjusted outcome equals 57% of target; unadjusted 37% (pre-clawback) . |
| Economic Profit (non‑GAAP) | 50% | GCE – capital charge on GOA; aligns to return > required return | 49% measure payout (pre-clawback) . |
| Relative TSR Modifier | ±25% | Based on S&P 500 Industrials; no effect between 40th–60th percentile | +0.75% modifier (subject to 250% cap; pre-clawback) . |
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Equity award mechanics (NEOs) and vesting cadence (useful for gauging seasonal vesting/selling pressure):
- 2024 RSUs: Granted Feb 16, 2024; vest one‑third on Feb 16 of 2025/2026/2027, subject to continued service .
- 2024 Stock Options: Granted Feb 16, 2024; 3‑year graded; exercisable one‑third on each Feb 16 of 2025/2026/2027; strike price $36.72; 10‑year term from grant .
- Equity grant timing is typically in February; off‑cycle grants may occur for promotions/new hires (relevant to Burns’ Jan 2025 promotion) .
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Clawbacks applied: Following a “little r” restatement, CSX reduced payouts under the 2024 MICP and 2022–2024 LTIP to recoup erroneously awarded compensation pursuant to its clawback policy (in addition to robust clawback triggers beyond SEC/NASDAQ minimums) .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Stock Ownership Guidelines | Senior Vice Presidents must hold CSX stock equal to 3x base salary; covered individuals must retain 100% of net shares until compliance and have 5 years to comply . |
| Hedging/Pledging | Company policy prohibits officers and directors from hedging or pledging CSX stock . |
| Beneficial Ownership (Group) | Directors and current executive officers as a group held 6,908,396 shares as of March 1, 2025 (<1% of outstanding) . |
| Burns-specific ownership | Not individually disclosed in the proxy; he signs filings as SVP/CLO/Corporate Secretary . |
| Section 16 compliance | Company states all required Forms 3/4/5 were filed timely for 2024 . |
Employment Terms
| Topic | CSX Disclosures |
|---|---|
| Employment agreements | Only the CEO has an individual employment letter; no other NEOs have individual employment letters; no NEO employment agreements entered/amended in 2024–2025 . |
| Non‑compete/Non‑solicit | CEO and other NEOs must enter non‑compete and non‑solicit to participate in each LTIP; 18‑month duration post‑separation; restrictions on joining competitors and soliciting customers/employees . |
| Executive severance plan (non‑CoC) | For NEOs (as of Dec 31, 2024): 1x base salary + 1x target bonus, pro‑rata MICP, up to 12 months medical/dental, 1 yr financial planning and outplacement; pro‑rated vesting of outstanding equity; no duplication if CoC benefits apply . |
| Change‑of‑Control (CoC) | Double‑trigger. Cash: CEO 3.0x salary+target bonus; other NEOs 2.99x; prorated bonus; 3 years of medical/life and group benefits; equity cash‑out/accelerated vesting upon qualifying termination within 3 years post‑CoC . |
| Excise tax gross‑ups | None; “best net benefit” approach to avoid excise tax gross‑ups . |
| Clawback policy | Covers restatements and behavioral triggers (dishonesty, fraud, theft, misconduct) beyond SEC/NASDAQ; enforced in connection with 2024 restatement . |
Note: The disclosures above are for NEOs and company policy; Burns-specific severance/CoC terms are not separately disclosed in filings reviewed .
Investment Implications
- Alignment and governance: Burns operates under stringent governance—ownership guidelines, strict anti‑hedging/pledging policy, double‑trigger CoC terms, and robust clawback enforcement—reducing agency risk and signaling strong board oversight .
- Retention risk: As a newly promoted SVP/CLO, retention levers likely include multi‑year equity (RSUs/options/PSUs) with ratable vesting and standard February grant cadence; promotions can also trigger off‑cycle awards, creating staggered vesting that lowers near‑term flight risk and shapes potential insider‑selling windows, though Burns‑specific grants are not disclosed .
- Pay‑for‑performance mechanics: The incentive system places heavy weight on Operating Income/Margin, Economic Profit, and Relative TSR—drivers with established correlation to shareholder returns—indicating that senior-leadership rewards are tied to value creation; the 2024 restatement‑related clawback shows willingness to enforce alignment .
- Disclosure limitations: Burns was not an NEO in 2024 and his individual compensation, equity holdings, and pledging (if any) are not itemized in available filings; monitoring future proxies and potential Form 4 activity will be important for trading signals and assessing ownership alignment over time .