Paul R. Goodwin

About Paul R. Goodwin

Independent director since May 2015; age 82. Former Vice Chairman and Chief Financial Officer of CSX Corporation with 50+ years in rail/transportation, designated Audit Committee Financial Expert. Education: B.S. Civil Engineering, Cornell University; M.B.A., George Washington University .

Past Roles

Organization	Role	Tenure	Committees/Impact
CSX Corporation	Vice Chairman & CFO	Apr 2000–Jun 2003	Financial reporting, capital markets expertise
CSX Corporation	Consultant	Jun 2003–2004	Advisory on rail operations/finance
SeaCube Container Leasing Ltd.	Director	2009–2017	Board service; company went private in 2013
RailAmerica, Inc.	Director	Oct 2009–Oct 2012	Transportation sector oversight
Manhattan Associates, Inc.	Director	Apr 2003–May 2011	Technology/logistics board experience
National Railroad Retirement Investment Trust	Director/Trustee	2003–2006	Pension investment oversight

External Roles

Organization	Role	Current/Recent	Notes
None disclosed	—	—	No current public company directorships disclosed for Mr. Goodwin .

Board Governance

Current board structure: 6 directors in three staggered classes; Goodwin is Class III, nominated for re-election to 2028 .
Committee assignments: Audit Committee Chair; member, Compensation Committee; member, Nominating & Corporate Governance Committee .
Independence: Board determined Goodwin is independent under Nasdaq standards; board composed of a majority of independent directors; all committees are fully independent .
Audit Committee Financial Expert: Goodwin designated under SEC rules .
Attendance: Board met 13 times in 2024; Audit (7), Compensation (4), Nominating (1); no director attended fewer than 75% of meetings .
Executive sessions: Non-management directors hold sessions; presiding director rotates among committee chairs; no lead independent director (independent director presides) .
Anti-hedging/anti-pledging: Company policy prohibits hedging and pledging of company stock, with limited exceptions .

Fixed Compensation

Component	Amount/Policy	2024 Goodwin Specifics
Annual non-employee director compensation	$175,000 total (cash/equity election permitted)	$117,500 cash fees
Audit Committee Chair fee	$10,000 annual	Included in cash fees
Equity (director)	Fees may be paid in fully-vested ordinary shares; initial one-time 5,000 option grant policy (not all still outstanding)	$92,500 share awards; no option awards reported in 2024
Special committee service (Internalization)	One-time payments: $25,000 (members), $50,000 (chair)	Goodwin received $25,000
Total 2024 director compensation	—	$210,000 total

Performance Compensation

No performance-based metrics or PSUs are disclosed for director compensation; director equity grants are fully vested or service-based at issuance/election .

Other Directorships & Interlocks

Individual	Overlapping Company	Overlap Type	Notes
Paul R. Goodwin; Joseph P. Adams; Ray M. Robinson	RailAmerica, Inc.	Historical board interlock	Goodwin (2009–2012), Adams (prior board service), Robinson (prior board service) .
Paul R. Goodwin; Martin Tuchman	SeaCube Container Leasing Ltd.	Historical board interlock	Goodwin (2009–2017); Tuchman (2011–2013) .

No related-party transactions disclosed involving Mr. Goodwin; the proxy details a family employment situation unrelated to him .

Expertise & Qualifications

Finance and audit: Former CFO/vice-chair at CSX; SEC-designated Audit Committee Financial Expert .
Industry: Deep transportation/rail and logistics background .
Education: B.S. Civil Engineering (Cornell); M.B.A. (George Washington) .

Equity Ownership

Holder	Shares Beneficially Owned	% of Class	Notes
Paul R. Goodwin	93,413	<1%	Footnotes list current options for certain directors; none indicated for Goodwin as of Apr 1, 2025 .

Anti-hedging/anti-pledging policy applies to directors; no pledging disclosed .

Governance Assessment

Strengths:
- Independent director, long tenure, and Audit Chair with Financial Expert designation supports robust financial oversight .
- Attendance above 75% threshold; active participation across key committees .
- Director pay mix includes equity, aligning interests; anti-hedging/pledging policy enhances alignment .
Risks/Red flags to monitor:
- No lead independent director; combined CEO/Chair structure may concentrate authority—executive sessions mitigate but do not eliminate this risk .
- Historical interlocks across transportation boards may influence perspectives; no current related-party transactions disclosed .
- Equity plan caps for non-employee directors ($750,000; up to $1,000,000 in extraordinary cases) are governance-safe, but size of equity pool should be monitored for dilution (overhang projected to 6.7% if 2025 Plan approved) .
Overall: Goodwin’s financial expertise and committee leadership bolster audit quality and board effectiveness. Independence, policy framework, and attendance support investor confidence; structural governance choices (CEO/Chair combined, no lead independent director) warrant continued engagement .