Steven T. Halverson
Director at CSX
Board
About Steven T. Halverson
Independent director of CSX since 2006; age 70. Former Chairman, President & CEO of The Haskell Company; current Chairman/director at Gilbane, Inc.; director at GuideWell Mutual Holding Company/Blue Cross & Blue Shield of Florida. Credentials include NACD Fellow and ESG Governance certification from Berkeley Law. Determined independent by the Board in Feb 2025 under NASDAQ standards .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| The Haskell Company | President & CEO | 1999–2018 | Led one of the largest U.S. design‑build engineering/construction firms . |
| The Haskell Company | Chairman | 2010–2021 | Oversight of strategy, governance . |
| M.A. Mortenson | Senior Vice President | Not disclosed | Executive leadership at national construction firm . |
| Construction Industry Roundtable | Chair | Not disclosed | Industry leadership; advocacy . |
| Design‑Build Institute of America | Chair | Not disclosed | Professional standards; industry practice . |
| National Center for Construction Education & Research | Chair | Not disclosed | Workforce/skills development . |
| Florida Council of 100; Florida Chamber of Commerce; Jacksonville Civic Council | Chair | Not disclosed | Civic/economic policy leadership . |
External Roles
| Organization | Role | Tenure | Public/Private | Notes |
|---|---|---|---|---|
| Gilbane, Inc. | Chairman; Director | Current | Private | One of the nation’s largest real estate & construction firms . |
| GuideWell Mutual Holding Co. / Blue Cross & Blue Shield of Florida | Director | 2010–present (BCBS FL); 2014–present (GuideWell) | Private/not‑for‑profit | Healthcare ecosystem board roles . |
| Other current public company boards | — | — | — | None . |
Board Governance
| Committee | Role | 2024 Meetings | 2024 Attendance | Notes |
|---|---|---|---|---|
| Compensation & Talent Management | Chair | 6 | 100% | Oversees exec comp, incentive design, human capital . |
| Audit | Member | 9 | 9/9 | Financial reporting, controls, ERM, cybersecurity oversight . |
| Executive | Member | 0 | n/a | Acts between regular Board meetings when time‑critical . |
- Independence: Board affirmed Halverson’s independence (Feb 2025) .
- Board attendance: 2024 Board held 5 meetings; each director attended 100% of Board and assigned committee meetings; independents met in executive session each regular meeting .
- Board leadership structure: Independent Chair (John J. Zillmer) separate from CEO; Vice Chair role supports Chair .
Fixed Compensation
| Item (2024) | Amount (USD) | Detail |
|---|---|---|
| Fees Earned or Paid in Cash | 150,000 | Includes $130,000 base cash retainer plus committee chair fees (no meeting fees disclosed) . |
| All Other Compensation | 55,000 | Company matches under Directors’ Matching Gift and PACMatch programs; gifts provided to directors . |
Performance Compensation
| Equity/Guideline | Detail |
|---|---|
| Annual Stock Award (2024) | $180,001 grant‑date fair value; granted Feb 16, 2024; fully vested on grant; shares determined by closing price on grant date . |
| Deferred Shares Outstanding | 320,798 shares deferred through the Directors’ Deferred Compensation Plan as of Dec 31, 2024 (includes reinvested dividends) . |
| Director Stock Ownership Guideline | Must hold CSX stock equal to 5× annual cash retainer within 5 years; directors with ≥5 years service meet guidelines (Halverson qualifies) . |
Other Directorships & Interlocks
| Topic | Finding |
|---|---|
| Current public company boards | None . |
| Compensation committee interlocks | None; no CSX exec served on boards whose execs included CSX directors . |
| Related‑party transactions | Only one 2024 related‑person transaction disclosed (payments to Ann D. Begeman for consulting before board appointment); no Halverson‑related transactions reported . |
Expertise & Qualifications
- Business operations and governance from decades leading large construction organizations .
- Government/regulatory exposure via civic councils and policy roles .
- Human capital management with extensive compensation committee leadership, including 15 years as CSX Compensation & Talent Management Committee Chair .
Equity Ownership
| Holder | Beneficial Ownership (Shares) | Shares Acquirable in 60 Days | Total Beneficial | % of Class |
|---|---|---|---|---|
| Steven T. Halverson | 326,491 | 0 | 326,491 | <1% (based on 1,957,828,555 shares outstanding) . |
- Section 16 filings: Company believes all required ownership reports for 2024 were timely .
- Hedging/pledging: CSX policy prohibits officers/directors from hedging or pledging CSX stock .
Governance Assessment
- Board effectiveness and engagement: Strong committee leadership (chairs Compensation), 100% attendance across Board and committees; independence affirmed—supports investor confidence in oversight quality .
- Compensation governance signals:
- Clawback enforcement: Committee reduced 2024 MICP and 2022–2024 LTIP payouts to recoup erroneously awarded compensation following a “little r” restatement—positive alignment with best practices .
- Use of adjustments: Committee excluded a $108M non‑cash goodwill impairment from operating income/margin/LTIP growth metrics (unusual special item); transparency is provided, but investors should monitor goalpost changes over time .
- Ongoing oversight: Committee increased CEO long‑term incentive target (largely performance units) in Feb 2025; no increases to base salary/bonus target—balances competitiveness with pay‑for‑performance .
- Conflicts and capacity:
- No related‑party transactions involving Halverson; no compensation interlocks—low conflict risk .
- Director commitments policy with numerical limits; Board affirms directors meet time/capacity requirements—mitigates overboarding risk .
- RED FLAGS: None disclosed specific to Halverson (no low attendance, no pledging/hedging, no related‑party exposure) .
Overall, Halverson’s long tenure, independent status, and consistent leadership of the Compensation & Talent Management Committee—combined with documented clawback enforcement—support board effectiveness; investors should nonetheless track future use of “special item” adjustments and CEO LTI escalation for pay‑for‑performance integrity .