Suzanne M. Vautrinot
CSXAbout Suzanne M. Vautrinot
Independent director at CSX since 2019 (age 65), Vautrinot is a retired U.S. Air Force Major General and President of Kilovolt Consulting, a cybersecurity strategy and technology firm (since Oct 2013). She is recognized as CSX’s board cybersecurity expert and serves on the Audit Committee and the Governance & Sustainability Committee. She is a member of the National Academy of Engineering and brings deep risk, cyber, and leadership experience from commanding USAF Cyber Command.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| U.S. Air Force | Commander, USAF Cyber Command | 2011–2013 | Led multi‑billion dollar cyber enterprise; 14,000 personnel in offensive/defensive cyber ops |
| U.S. Air Force | Commander, various satellite/space surveillance/space C2 units | 1996–2008 | Space operations leadership |
| U.S. Air Force | Deputy Commander, Joint Functional Component Command – Network Warfare | — | Network warfare leadership |
| U.S. Air Force | Director of Plans and Policy, U.S. Cyber Command | — | Strategic planning/policy leadership |
| U.S. Air Force | Commander, USAF Recruiting Command | — | Human capital/talent leadership |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Ecolab Inc. | Director; Chair, Safety, Health & Environment Committee | Current | Board leadership in SHE oversight |
| Parsons Corporation | Director; Chair, Nominating & Governance Committee | Current | Governance leadership |
| Wells Fargo & Company | Director; former Chair, Technology Subcommittee of Risk Committee | Current | Technology/cyber oversight on risk |
| NortonLifeLock (Symantec) | Director | 2013–2019 | Cybersecurity company board experience |
| NACD Climate Advisory Council | Member | Current | ESG/climate advisory |
Board Governance
- Committee assignments: Audit Committee member; Governance & Sustainability Committee member. Not listed as chair of any CSX committee (Audit Chair: Moffett; Gov & Sustainability Chair: Riefler).
- Independence: Board determined she is independent under NASDAQ standards (Feb 2025).
- Attendance and engagement: In 2024, each director then‑serving attended 100% of aggregate Board and applicable committee meetings; independent directors met in executive session at each regular Board meeting.
- Years of service: Director since 2019.
- Cyber oversight: CSX explicitly cites Vautrinot as the Board’s cybersecurity expert, enhancing Audit Committee oversight of cybersecurity and tech resiliency.
- Director commitments and capacity: CSX policy caps non‑CEO directors at ≤5 public boards; the company states all directors comply and demonstrated sufficient time/capacity through attendance and engagement.
Fixed Compensation
2024 non‑employee director compensation for Vautrinot:
| Component | Amount (USD) |
|---|---|
| Annual Cash Retainer | $130,000 |
| Annual Equity (fully‑vested stock grant on Feb 16, 2024) | $180,001 |
| All Other Compensation (Matching Gift/PACMatch/gifts; includes $15,000 CSX Matching Gift) | $22,577 |
| Total 2024 Director Compensation | $332,578 |
Notes:
- Standard director stock grant vested immediately at grant; number of shares based on $180,000 divided by grant‑date CSX closing price.
- Matching Gift Program matches up to $50,000 per director; PACMatch up to $5,000; her “All Other Compensation” reflects these and company gifts; footnote specifies $15,000 matching gift for Vautrinot in 2024.
Performance Compensation
- CSX director pay is not performance‑conditioned. Annual equity awards to directors vest immediately and do not use financial/TSR metrics; no options or performance units are disclosed for directors.
Other Directorships & Interlocks
| Company | Role | Potential Interlock/Exposure |
|---|---|---|
| Ecolab Inc. | Director; Chair SHE Committee | No CSX‑disclosed related‑party transaction involving Vautrinot. |
| Parsons Corporation | Director; Chair Nominating & Governance | No CSX‑disclosed related‑party transaction involving Vautrinot. |
| Wells Fargo & Company | Director; former Chair Technology Subcommittee (Risk) | No CSX‑disclosed related‑party transaction involving Vautrinot; only 2024 related‑party item involved Ann D. Begeman. |
Expertise & Qualifications
- Cybersecurity/technology: Former Commander, USAF Cyber Command; recognized by CSX as Board/Audit Committee cyber expert.
- Risk/crisis management: Extensive risk leadership across USAF cyber and space operations; audit committee experience at public companies.
- Business operations/leadership: Led large, multi‑functional military organizations and now runs a cyber strategy firm.
- Corporate governance/human capital: Governance leadership on multiple public boards; former USAF Recruiting Command leader.
Equity Ownership
| Metric | Value |
|---|---|
| Beneficial Ownership (shares) as of Mar 1, 2025 | 34,693 |
| Shares acquirable within 60 days | 0 |
| Percent of Class | <1% |
| Stock Awards Deferred via Directors’ Plan (outstanding as of Dec 31, 2024) | 28,999 |
| Director Stock Ownership Guidelines | 5× annual cash retainer within 5 years; company states all non‑employee directors with ≥5 years on the Board meet the guideline. |
| Tenure for guideline context | Director since 2019 (≥5 years by 2025). |
Policy notes: CSX prohibits hedging and pledging of CSX common stock.
Governance Assessment
- Strengths: Independent director; 100% 2024 aggregate attendance; critical cyber expertise on Audit; active on Governance & Sustainability; explicit designation as Board cyber expert supports risk oversight and investor confidence.
- Ownership alignment: Receives mix of cash and equity; eligible to defer equity; beneficial ownership of 34,693 shares; directors with ≥5 years meet 5× retainer ownership guideline.
- Compensation structure quality: Director pay aligns with market practice (cash + fully‑vested stock), with independent benchmarking by Pay Governance; no performance pay or options for directors (reduces misalignment/complexity).
- Potential conflicts/RED FLAGS: No related‑party transactions disclosed involving Vautrinot in 2024; corporate policy prohibits hedging/pledging. Monitor multi‑board commitments (CSX limit ≤5; she serves on multiple boards but company reports compliance and perfect attendance).