Stephen Angel
CSXAbout Stephen Angel
Stephen F. Angel, 70, was appointed President & Chief Executive Officer of CSX and a member of the Board effective September 28, 2025 . He holds a B.S. in Civil Engineering from North Carolina State University and an MBA from Loyola College (Baltimore) . Angel previously led Praxair and Linde, overseeing the Linde-Praxair merger; under his leadership, reported total shareholder returns at Linde and Praxair were cited at 219% and 257%, respectively, with combined market cap up ~$131B, highlighting a value-creation track record . CSX’s Q3 2025 results (filed shortly after his appointment) showed revenue -1% YoY, operating income -20% and EPS -20% YoY; Angel signed the CEO certifications on the Form 10-Q .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Linde plc | Chief Executive Officer; then Chairman | CEO 2018–2022; Chairman since 2022 (plans to retire Jan 31, 2026) | Led integration of Linde AG and Praxair into world’s largest industrial gases company . |
| Praxair, Inc. | Chairman, President & CEO; previously President & COO; EVP | CEO 2007–2018; President & COO 2006; EVP 2001–2006 | Guided transformation and growth initiatives; predecessor to Linde merger . |
| General Electric | Various management roles (incl. locomotive/rail operations) | ~22 years | Operational grounding in locomotives/rail shaping approach to performance, safety, people . |
External Roles
| Organization | Role | Years | Notes / Committee Roles |
|---|---|---|---|
| GE Vernova | Non-Executive Chairman of the Board | Current | Member, Nominating & Governance Committee . |
| GE Aerospace | Director | Current | Chairs Management Development & Compensation Committee . |
| Linde plc | Chairman (retiring) | Chairman since 2022; plans to retire Jan 31, 2026 | Transition reduces external commitments . |
| Stoke Space Technologies | Director | Current | Board service in aerospace/space tech . |
| Prior public boards | PPG Industries (prior) | Past | Additional governance experience . |
Fixed Compensation
| Element | Terms | Notes |
|---|---|---|
| Base Salary | $1,500,000 | Effective with CEO appointment; subject to periodic review . |
| Target Annual Bonus (MICP) | 175% of base salary (target) | Pro-rated for 2025 based on partial year . |
| Initial LTIP Target (2026 grant) | $13,500,000 (grant-date target value) | Awards subject to committee-set vesting/performance conditions . |
Performance Compensation
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CSX program design (context for CEO pay): Significant portion of compensation is performance-based; short-term plan includes financial, safety, operational, environmental goals; long-term plan includes multiple financial measures; double-trigger CoC; robust clawback beyond SEC/Nasdaq baseline .
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2024 MICP (Company outcome illustration; Angel not CEO at that time) | Metric (weight) | Threshold/Target/Max | 2024 Payout (per metric) | Notes | |---|---|---|---| | Operating Income (30%) | As set by Committee | Adjusted: 21% (of metric); Unadjusted: 17% | One-time impairment excluded for adjusted view . | | Operating Margin (30%) | As set; diesel fuel adjustment | Adjusted: 17%; Unadjusted: 0% | Margin goal adjusted +20bps due to diesel below range . | | Initiative-based Revenue Growth (10%) | As set | 20% | Non-GAAP line-haul revenue initiatives . | | Safety/Operational/Environmental (30%) | FRA injury (5%), FRA accidents (5%), Trip plan (10%), Fuel efficiency (10%) | 0%, 0%, 7%, 17% respectively | Operational metrics not impacted by MICP adjustment . | | Total Achievement | — | Adjusted: 82% of target; Unadjusted: 61% | 2024 restatement triggered clawback to reduce payouts . |
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2022–2024 LTIP (Company outcome illustration) | Metric | Weight | 2022–2024 Achievement | Notes | |---|---|---|---| | Avg. Annual Operating Income Growth | 50% | Adjusted: 27% | Would have been 0% unadjusted; impairment excluded . | | Economic Profit | 50% | 49% | Measured vs. GCE; three-year averaging . | | Relative TSR (modifier) | Modifier | 0.75% | TSR acts as a modifier to outcome . |
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Clawback enforcement: Following a 2024 “little r” restatement, CSX reduced MICP and 2022–2024 LTIP payouts by the erroneously awarded amounts under its Clawback Policy .
Equity Ownership & Alignment
| Component | Detail |
|---|---|
| Beneficial Ownership (initial) | 3,234 common shares directly (Form 3 filed Oct 3, 2025) . |
| Options/RSUs/PSUs at appointment | Initial LTIP to be granted in 2026; awards subject to committee-set vesting/performance conditions . |
| CEO Stock Ownership Guideline | 6x base salary; executives must retain 100% of net shares until compliant; 5-year compliance window . |
| Hedging/Pledging | Policy prohibits officers and directors from hedging or pledging CSX stock . |
| Director Ownership Guideline (non-employee) | 5x annual cash retainer within 5 years (not applicable to CEO as management director) . |
Employment Terms
| Term | Provision |
|---|---|
| Start / Status | Employment effective Sept 28, 2025; at-will; appointed to Board; upon termination for any reason, automatic resignation from the Board and other positions unless otherwise agreed . |
| Non-Compete / Non-Solicit | Separate Confidentiality, Non-Solicitation & Non-Competition Agreement executed Sept 27, 2025 (terms apply in addition to letter) . |
| Severance (Non-CoC) | If terminated without cause (or certain qualifying exits): (i) pro-rata service vesting of sign-on/then-outstanding equity (performance awards settle based on actual performance at cycle end) and (ii) lump-sum cash equal to 2x base salary + 2x target bonus, plus (iii) prior-year earned bonus if unpaid and (iv) pro-rata current-year bonus based on actual performance; subject to release and compliance . |
| Change of Control (CoC) | Separate CoC Agreement (Sept 28, 2025) with double-trigger features; provides 3x (base salary + target bonus) lump-sum if terminated without cause or for Good Reason during the CoC employment period; includes continuation of medical, group life, and disability benefits for 3 years (employee pays 100%/102% medical), and up to $40,000 outplacement; Section 409A “specified employee” delay rules apply . |
| Railroad “Regulated Business Combination” | Special provisions constrain Good Reason resignation before final STB action; “Constructive Termination” standard applies pre-approval; detailed procedures and definitions provided . |
| Bonus / Equity Timing | Annual bonus and LTIP subject to committee goals and processes; LTIP grants typically in February; off-cycle possible for hires/promotions . |
Board Governance
- Appointment and status: Appointed to CSX Board concurrent with CEO appointment (Sept 28, 2025); as CEO, not an independent director .
- Structure: CSX separates Chair and CEO roles; Chair is independent. Audit, Compensation & Talent Management, and Governance & Sustainability committees are composed solely of independent directors; regular executive sessions are held .
- Executive Committee: The Executive Committee exists and is chaired by the CEO role; Angel as CEO would serve in that capacity under the Board’s structure .
- Director compensation: Non-employee directors receive cash retainers and equity; as a management director, Angel’s compensation is covered under his executive arrangements (not under non-employee director pay) .
Investment Implications
- Pay-for-performance alignment with leverage: Angel’s 175% target annual bonus and sizable 2026 LTIP target ($13.5M) tie pay to multi-metric performance (profitability, economic profit, TSR modifier), with proven clawback enforcement—supporting alignment and potential upside if targets are met .
- Retention vs. M&A optionality: Non-CoC severance (2x salary+bonus) and CoC protections (3x salary+bonus, benefits) balance retention with change-in-control certainty—relevant given rail industry consolidation risk and STB oversight nuances addressed in the agreement .
- Alignment and governance risk flags: Initial personal ownership is modest (3,234 shares at appointment), but CEO ownership guideline (6x salary) and 100% net share retention until compliant drive future alignment; hedging/pledging prohibitions reduce misalignment risk .
- Succession/continuity: At age 70, succession planning merits monitoring; policy framework (independent chair, committee independence, clawback) mitigates governance risk and supports continuity should transitions arise .
Note: 2024 program outcomes shown for context reflect CSX performance before Angel’s tenure; 2025 and forward targets and grants will be set by the Committee and Board under the disclosed frameworks .