Paul C. Hilal

About Paul C. Hilal

Paul C. Hilal (58) is Vice Chair of the CSX Board and an independent director since 2017. He is Founder and CEO of Mantle Ridge LP, with prior leadership and governance roles across public companies and the rail industry, including Canadian Pacific Railway Limited. He serves currently on the boards of Air Products and Chemicals, Inc. and Dollar Tree, Inc. .

Past Roles

Organization	Role	Tenure	Committees/Impact
Mantle Ridge LP	Founder & CEO	Founded 2016	Value investor/stewardship of portfolio companies
Pershing Square Capital Management	Partner & Senior Investment Professional	2006–2016	Capital allocation and governance experience
Canadian Pacific Railway Limited	Director	2012–2016	Finance committee service; rail industry oversight
Aramark	Vice Chairman	2019–2023	Board leadership; governance experience
Worldtalk Communications	Chairman & Acting CEO	1999–2000	Corporate governance and operational leadership

External Roles

Organization	Role	Status	Notes
Dollar Tree, Inc.	Vice Chairman	Current	Finance committee experience; public company board leadership
Air Products and Chemicals, Inc.	Director	Current	Public company director
Columbia Business School	Board of Overseers	Current	Governance/education oversight
Grameen Foundation	Board Member	Prior	Financial inclusion non-profit board service

Board Governance

Board roles: Vice Chair of the Board with defined responsibilities (agenda input; guiding discussions; external engagement; acting in Chair’s absence) .
Committee memberships: Executive Committee member ; Finance Committee member ; Governance & Sustainability Committee member .
Independence: Determined independent in Feb 2025 under NASDAQ standards .
Attendance and engagement: 2024 Board held 5 meetings; each then-serving director attended 100% of Board and committee meetings; independent directors met in executive session at each regular Board meeting .
Years of service on CSX Board: Director since 2017 .

Fixed Compensation

Component (2024)	Amount ($)	Notes
Annual Cash Retainer	130,000	Base retainer for non-employee directors
Committee Chair Fees	—	Not applicable; Hilal did not serve as a committee chair in 2024
All Other Compensation	50,000	Company matching gifts (Directors’ Matching Gift Program)
Total Cash + Other	180,000	Sum of cash retainer and matching gifts

Performance Compensation

Equity Award Type	Grant Date	Grant Value ($)	Vesting	Performance Metrics
Fully-vested CSX Common Stock (Annual Director Grant)	Feb 16, 2024	180,000	Vests immediately upon grant	None; director equity awards are not performance-conditioned

CSX’s director equity program provides annual fully-vested stock awards; no options or performance units for directors were disclosed for 2024 .

Other Directorships & Interlocks

Area	Detail
Current public company boards	Dollar Tree, Inc. (Vice Chairman); Air Products and Chemicals, Inc. (Director)
Shared/related-party transactions	None disclosed for Hilal; 2024 related person transactions involved consulting payments to Ann D. Begeman prior to her board appointment
Director commitments policy	Limit of ≤5 public boards for non-CEO directors; all directors in compliance

Expertise & Qualifications

Corporate governance: Vice Chair roles at CSX and Dollar Tree; decades of service on nominating/governance committees .
Finance/capital allocation: Senior roles in investment/capital management; service on finance committees at Canadian Pacific and Dollar Tree .
Human capital management: CEO/founder and senior management experience .
Transportation/rail industry: Prior directorship at Canadian Pacific; long tenure at CSX .

Equity Ownership

Holder	Shares Beneficially Owned	Shares Acquirable within 60 Days	Percent of Class
Paul C. Hilal	1,482,382	0	* (<1%)

Ownership alignment: CSX director stock ownership guidelines require 5x annual cash retainer within 5 years; all non-employee directors with ≥5 years of service meet guidelines (Hilal has served since 2017) .
Hedging/pledging: Company policy prohibits hedging and pledging of CSX stock by officers and directors .

Insider Trades

Item	Disclosure
Section 16 compliance	Company states all Forms 3/4/5 were timely for 2024
Form 4 transactions (detail)	Not included in proxy; no individual trade details disclosed in DEF 14A

Governance Assessment

Strengths supporting investor confidence:
- Independent Vice Chair with deep governance and capital allocation expertise; active roles on Finance and Governance & Sustainability committees enhance oversight of capital structure, shareholder distributions, governance practices, and sustainability .
- Independence affirmed; perfect 2024 meeting attendance; regular independent executive sessions underscore board effectiveness .
- Significant beneficial ownership (1.48 million shares), coupled with strict anti-hedging/pledging policy and director ownership guidelines, indicates alignment with shareholders .
Potential conflicts or perception risks:
- As a member of the Governance & Sustainability Committee, Hilal participates in annual recommendations on director compensation (the Board sets non-employee director pay with market benchmarking by Pay Governance, LLC), which can raise optics of self-setting pay but is mitigated by independent committee composition and external benchmarking .
- Multiple outside boards: Currently within CSX’s director commitments limits (≤5 for non-CEO directors), but continued monitoring of time commitments is prudent given his Vice Chair role at CSX and Dollar Tree .
Overall view:
- Governance quality appears robust with clear role delineation between independent Chair and Vice Chair, strong attendance, and comprehensive committee coverage. No related-party transactions or pledging; policies and disclosures suggest low conflict risk and solid alignment. Maintain watch on compensation oversight optics and time commitments, but current disclosures support high board effectiveness and investor confidence .