CSX CORP (CSX): COO Michael A. Cory to retire

Events in this filing

Item 5.02 as filed

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On October 12, 2026, CSX Corporation (the "Company" or "CSX") announced that Michael A. Cory is retiring from the Company. In connection with his retirement and in order to facilitate a smooth transition of his responsibilities, Mr. Cory will cease serving in his position as Executive Vice President and Chief Operating Officer of the Company, effective October 12, 2026 (the "Transition Date"), and will provide transition services from the Transition Date through May 8, 2027 (the "Transition Period"), at which time his employment with the Company will terminate in all capacities.
The Company has entered into a Transition Agreement with Mr. Cory (the “Transition Agreement”) under which, during the Transition Period, he will continue to receive, subject to his execution and non-revocation of a release of claims and compliance with post-employment restrictive covenants (including the Non-Compete Agreement (as defined below)), his current base salary at the annual rate of $780,000, payment of his annual bonus under the CSX Management Incentive Compensation Plan (“MICP”) in effect for 2026 based on actual performance in accordance with its terms, and benefits under the Company’s health and welfare plans and programs. In addition, Mr. Cory will be eligible to receive an annual bonus under the 2027 MICP with a target bonus opportunity in the same amount as his target bonus opportunity for 2026, with payment of any such bonus pro-rated based on the number of days he is employed in 2027 and based on actual performance goals in accordance with the terms of the 2027 MICP and payable at the time bonuses are paid to the Company’s senior executives. Mr. Cory’s outstanding equity incentive awards will be treated in accordance with a “retirement” termination under the terms of the applicable award agreements.
Mr. Cory has also entered into a Non-Compete Agreement with the Company (the “Non-Compete Agreement”), pursuant to which Mr. Cory is subject to non-competition and non-solicitation restrictions that apply during his continued employment with the Company and for 24 months following the termination of his employment, and confidentiality restrictions that apply during employment and at all times thereafter.
The foregoing descriptions of the Transition Agreement and Non-Compete Agreement do not purport to be complete and are subject to, and qualified in their entirety by, the full text of such agreements to be attached to the Company’s Annual Report on Form 10-K filed for the fiscal year ending December 31, 2026.