Thomas P. Bostick
Director at CSX
Board
About Thomas P. Bostick
Independent director at CSX since 2020; age 68. Current committee assignments: Finance Committee member and Governance & Sustainability Committee member. Career highlights: CEO of Bostick Global Strategies (2016–present); former COO & President, Intrexon Bioengineering (2016–2020) leading a restructuring to Precigen; retired U.S. Army Lieutenant General (former Chief of Engineers/Commanding General, U.S. Army Corps of Engineers; former Army Director of Human Resources). Determined independent by the Board in Feb 2025 under NASDAQ standards.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Bostick Global Strategies, LLC | Chief Executive Officer | 2016–present | Consulting focus on engineering, sustainability, HR, biotech; finance oversight and capital structure experience cited in CSX skills profile. |
| Intrexon Bioengineering (now Precigen) | COO & President | 2016–2020 | Led significant restructuring culminating in renaming to Precigen. |
| U.S. Army Corps of Engineers | Chief of Engineers & Commanding General | Prior to 2016 (retired 2016) | Led civil works infrastructure and military construction; major project oversight (e.g., >$18B in Gulf Region Division). |
| U.S. Army | Director of Human Resources; led Recruiting Command | Prior to 2016 | Human capital management expertise recognized by CSX Board. |
External Roles
| Organization | Role | Public/Private | Notes |
|---|---|---|---|
| Perma-Fix | Independent Director | Public | Nuclear services and nuclear/mixed waste management provider. |
| Fidelity Investments – Equity & High Income Fund Board | Independent Trustee | Private mutual fund complex | Oversees equity and high-yield funds. |
| Allonnia | Independent Director | Private | Biotech focused on environmental challenges. |
| HireVue | Independent Director | Private | AI/data analytics for hiring. |
Board Governance
- Independence: Determined independent by the Board in Feb 2025 under NASDAQ listing standards.
- Committees: Finance Committee (member); Governance & Sustainability Committee (member). Chairs are J. Steven Whisler (Finance) and Linda H. Riefler (Governance & Sustainability); Bostick is not a chair.
- Attendance and engagement: 2024 Board had 5 meetings; each director then-serving attended 100% of Board and committee meetings; independent directors held executive session at each regular Board meeting.
- Committee attendance: Finance Committee met 5 times in 2024; 100% attendance. Governance & Sustainability met 6 times; 100% attendance.
- Director commitments/overboarding policy: Non-CEO directors limited to ≤5 public company boards (incl. CSX); all CSX directors in compliance. Bostick currently on one other public board (Perma-Fix), well within limits.
Fixed Compensation
| Component (2024) | Amount | Notes |
|---|---|---|
| Annual cash retainer | $130,000 | Base retainer for non-employee directors. |
| Committee chair fees | N/A for Bostick | Bostick was not a committee chair in 2024. |
| All other compensation | $20,078 | Includes $15,078 under Directors’ Matching Gift/PACMatch programs and company gifts. |
| Total 2024 director pay | $330,079 | Sum of cash, equity fair value and other comp per 2024 Directors’ Compensation Table. |
Additional structure/context:
- Director pay reviewed annually by Governance & Sustainability Committee with benchmarking by independent consultant Pay Governance, using CSX executive peer group and broader S&P 500 comparisons.
Performance Compensation
| Equity Element | Value/Term | Vesting/Performance | Notes |
|---|---|---|---|
| Annual equity grant (2/16/2024) | $180,001 grant date fair value | Fully vested upon grant; no performance conditions disclosed | Value determined per FASB ASC 718; number of shares based on CSX closing price on grant date. |
| Equity deferrals (shares outstanding at 12/31/2024) | 15,824 shares | Deferred via Directors’ Deferred Compensation Plan; dividends credited in additional shares | Equity deferrals are held as outstanding shares in trust. |
Notes: Directors may defer cash and equity under the Directors’ Plan; equity awards are fully vested upon grant and not subject to performance metrics.
Other Directorships & Interlocks
| Company | Role | Potential Interlock/Conflict with CSX |
|---|---|---|
| Perma-Fix | Independent Director | No related-party transactions disclosed involving Bostick; CSX reported only one 2024 related-person transaction (unrelated to Bostick). |
Policy backdrop: Audit Committee oversees related person transactions; CSX Code of Ethics requires avoidance of conflicts; only 2024 related-person transaction involved a different director (services pre-appointment).
Expertise & Qualifications
- Business operations and finance: COO/President experience at Intrexon Bioengineering; oversight of capital structure/cash flows; finance/capital allocation listed among key Board skills.
- Government/regulated industries and risk: Long-tenured senior U.S. Army roles; risk/crisis management identified among Board-valued skills.
- Human capital and sustainability: Former Army Director of Human Resources; leadership in sustainability-focused organizations; sustainability noted among Board skills.
- Technology/cybersecurity: Listed among directors with technology/cybersecurity experience.
- Professional recognition: Member, National Academy of Engineering and National Academy of Construction.
Equity Ownership
| Item | Value | As-of/Notes |
|---|---|---|
| Beneficial ownership (common shares) | 27,248 shares | As of March 1, 2025; less than 1% of class. |
| Shares acquirable within 60 days | 0 | As of March 1, 2025. |
| Deferred director stock (outstanding) | 15,824 shares | Directors’ Deferred Compensation Plan balance at 12/31/2024. |
| Hedging/pledging | Prohibited for directors | CSX insider trading policy bans hedging and pledging of CSX stock. |
| Director ownership guideline | 5× annual cash retainer within 5 years of election | Board states all directors with ≥5 years of service meet the guideline. |
Insider Trading & Section 16 Compliance
| Year | Forms 3/4/5 Timeliness | Source |
|---|---|---|
| 2024 | Company believes all Section 16 reports were timely filed for directors and officers | Proxy disclosure on Section 16(a) compliance. |
Governance Assessment
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Strengths
- Independent status, full attendance (Board and relevant committees), and active roles on Finance and Governance & Sustainability—signal strong engagement and governance alignment.
- Compensation structure tilts toward equity while remaining simple (cash retainer + fully vested stock), with independent benchmarking by Pay Governance; no performance-conditioned grants that could bias oversight.
- Ownership alignment supported by deferrals (15,824 shares outstanding in the plan) and strict anti-hedging/anti-pledging policy.
- Overboarding risk low (one other public board; CSX policy ≤5).
-
Potential Risks/Watch Items
- Equity is fully vested at grant (no performance linkage), which is standard for directors but offers less at-risk alignment than performance-conditioned equity; however, stock ownership guidelines mitigate.
- External roles across multiple entities (Perma-Fix, trusteeship at Fidelity funds, Allonnia, HireVue) increase time commitments, though Board confirms compliance with commitments policy and observed high attendance.
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Red Flags
- None disclosed: no related-party transactions involving Bostick; hedging/pledging prohibited; board/committee attendance 100%.