Posts Tagged ‘CSX board of directors’

CSX, CN Name New Board Members

October 9, 2020

CSX has named Lt. General (Ret.) Thomas Bostick to its board of directors.

Bostick served in the U.S. Army for 38 years where he was chief of engineers and commanding general of the Army Corps of Engineers.

After retiring from the Army, Bostick was chief operating officer of Intrexon and president of Intrexon Bioengineering.

He is a member of the boards of Perma-Fix Environmental Services Inc., HireVue and Streamside Systems. He’s also a member of the National Academy of Engineering.

In other board of director news, Canadian National appointed Margaret McKenzie to its board.

McKenzie has more than 30 years of experience in the energy sector serving in management, finance, accounting, compensation and corporate governance.

She was a founder and chief financial officer of Range Royalty Management, a private entity firm focused on acquiring oil and natural gas royalties in western Canada, from 2006 to 2014, and the chief financial officer of Profico Energy Management Ltd., a private exploration and production company, from 2000 to 2006.

McKenzie has served on public and private boards since 2006. She currently serves as a director of PrairieSky Royalty, Ovintiv Corporation and InterPipeline.

Ex-Steel Executive Named to CSX Board

July 10, 2020

A former steel executive has been named to the CSX board of directors.

James Wainscott is the retired chairman, president and chief executive officer of AK Steel Holding Corporation.

He also worked for National Steel Corporation and CSX said in a statement that his knowledge of the industry will be an asset to the CSX board.

“Jim’s deep knowledge of key industrial markets and his proven leadership will be assets to CSX as we work to strengthen our position as North America’s best-run railroad,” said CSX Chairman John Zillmer said in a news release.

CSX Chairman Announces Retirement

October 8, 2018

CSX Chairman Edward J. Kelly, III will retire from the board of directors in January 2019.

In a news release, CSX said the board has elected John J. Zillmer as chairman, effective upon Kelly’s retirement. Paul C. Hilal will continue as the board’s vice chairman.

Kelly has served on the board for more than 16 years, including 10 years as either presiding director or chairman.

He retired as chairman of the Institutional Clients Group at Citigroup in July 2014, a company that he had joined in 2008 and served in various positions

He also previously served as managing director at The Carlyle Group and vice chairman of The PNC Financial Services Group following PNC’s acquisition of Mercantile Bankshares Corporation in March 2007.

His biographical sketch on the CSX website notes that Kelly has expertise in the banking industry and has provided financial, regulatory and governance experience to the board as well as perspective on global financial markets.

Reading Between the Lines of How CSX Management Projects Itself to the World

March 7, 2018

CSX executives revealed last week at long last their vision for their company. They were supposed to have done it last fall, but three top-ranking vice presidents left during a management shakeup. Then CEO E. Hunter Harrison died.

But things have now stabilized. CEO James M. Foote and his management team put forth the most optimistic and rosy scenarios that they dared to spin.

Hovering over those presentations in New York City, though was Harrison.

A year ago Harrison and the hedge fund Mantle Ridge were closing in on their takeover of CSX, a feat they pulled off with a relatively small amount of money and in a short amount of time.

Harrison had great plans for the hidebound CSX. He brought the precision scheduled railroading model that he had implemented on the Illinois Central and then at Canadian National and Canadian Pacific.

Foote and his team went to great lengths to show that Harrison’s vision is their vision, too. Harrison received the reverence normally reserved for a company founder or elder statesman of much longer tenure.

Harrison had a lot of work to do. Independent railroad industry analyst Tony Hatch and Trains magazine columnist Fred Frailey have described CSX as long hindered by adherence to the practices of its  predecessor railroads, meaning it was  averse to change and rather bureaucratic.

Frailey said ormer CEO John Snow as uninspiring and his successor, Michael Ward, sought to move CSX forward but was bewildered as to how to get it out of its rut.

No wonder the CSX board of directors gave Harrison a chance even if, to quote his successor Foote, Harrison engaged in “carpet bombing” the railroad with fast-paced changes that led to widespread service failures that drew the ire of shippers and the attention of the U.S. Surface Transportation Board.

But all of that is behind CSX now, or so management wanted those attending or watching the presentations in New York to believe.

Some have bought it. Writing in Progressive Railroading, Hatch quoted an  investor as saying this was the best CSX meeting he had seen in a decade of watching the railroad.

The current management team laid out  goal of a 60 percent operating ratio by 2020, described a new intermodal business strategy, and pointed to the huge buckets of money it will fill from sales of unneeded real estate and rail lines.

Having a plan and making it work are not always, though, the same thing. Truth is every railroad company talks about growing traffic and all of them are facing challenges finding it.

Hatch said that if CSX is to increase its carload and intermodal business it will have to provide consistent and improving service.

Frailey didn’t comment directly on the New York conference, instead referring readers to articles written by the magazine’s writer covering the story, Bill Stephens.

Those articles, Frailey correctly observed, did well in showing how CSX seeks to project itself to the world.

Yet Frailey said some industry observers with whom he regularly corresponds have been debating the endgame that CSX management is seeking and it isn’t necessarily to grow traffic and become North America’s best railroad.

Those observers think CSX plans to eventually liquidate the company.

Frailey said the case for liquidation goes as follows: “The railroad borrows money to buy back an astounding $5 billion of stock, making every dollar of profit worth more to shareholders who stick around because the same amount of earnings is spread among many fewer shares . . . Freight rates are being jacked up to cover fully allocated costs, a direction I’m told only Union Pacific has gone up to now—milk the cow until it collapses, the saying goes. Its carload business has been steadily eroding since the turn of the century.”

The veteran journalist who has written about railroads since the 1960s said  he understands that CSX has reduced its marketing staff to a hard core operation.

That hardly sounds like a railroad that will be able to aggressively go to find new business. Perhaps CSX expects that by offering a superior product that shippers will come to it begging to do business.

The word “liquidate” that some of Frailey’s contacts used to describe CSX’s endgame is unfortunate because it conjures up selling assets and going away.

Perhaps a better description might have been to break up the railroad much as Illinois Central Gulf slimmed down in the 1970s and 1980s until it emerged as largely a Chicago-New Orleans core with a few arteries connecting to it.

Yes, some rail lines were abandoned, but most wound up in the hands of short line and regional railroads.

It was that railroad on which Harrison first implemented his precision scheduled railroading model.

Frailey isn’t sure what to make of what CSX is doing, but doesn’t believe Foote isn’t prepared to do the job thrust upon him following Harrison’s death.

Foote was in the right place at the right time and for now CSX and its shareholders will let him sit at the throttle and take the EHH train a little further down the line. But it is Harrison’s train orders that Foote is following and not those Foote wrote himself.

Shareholders can be a fickle lot. Just this week Canadian National, a railroad described in most circles as highly successful, pushed out CEO Luc Jobin after the company hit a rough patch.

What I see happening at CSX is that management is trying to walk a fine line between pleasing investors and shippers and keeping at bay a few interested bystanders who have the ability to make life easy or miserable for a company.

Cost cutting and asset sales will only take a company so far in that endeavor. Of course growing traffic makes everyone happy, but is CSX prepared to spend the time and money needed to make that happen. It is so much easier to sell property and lightly used rail routes.

In theory, a company exists to serve its customers because without them you don’t have a company. But theory also says that a company exists to make money for its shareholders.

The two objectives are not necessarily in opposition. Arguably, you can’t make money for shareholders unless you provide a product or service that someone is willing to buy.

But you can’t improve your product or seek to sell more of it without spending money on that, too.

Management has always existed to reconcile those sometimes opposing forces.

The history of the railroad industry is filled with tales of financiers milking companies and leaving them behind. There is reason to believe that CSX is tilting toward enabling the financiers to make a financial killing before moving on to something else.

To quote a line from the John Mellencamp song Peaceful World, “These are just words and words are OK. It’s what you do and not what you say, if you’re not part of the future then get out of the way.”

We will know in time what the future of CSX is but take with some healthy skepticism how CSX projects that to the world.

CSX to Require CEOs to Get Annual Exam

January 24, 2018

The board of directors of CSX has decided that henceforth all of its CEOs will have an annual visit with a doctor.

The board will adopt the policy change in the wake of the death of former CEO E. Hunter Harrison last month.

The health of the 72-year-old Harrison had been an issue when he was hired as CEO last spring.

Harrison was known to have health issues and the CSX board at the time insisted that his medical records be reviewed by an independent physician. But Harrison balked, saying that his doctor had cleared him to assume the CEO position.

The CSX board dropped its demand and Harrison took over the C suite at CSX in March.

Harrison died on Dec. 16 two days after taking a medical leave for unspecified health problems.

Railway Age magazine has reported that Harrison suffered from emphysema and it had been widely reported that he used supplemental oxygen.

Federal securities laws do not require companies to disclose executive health problems, but some firms provide that information because it might affect an investor’s decisions to buy or sell stock.

It is not uncommon for companies to be cagey about why their CEOs take medical leave.

United Continental Holdings, the parent company of United Airlines, for example disclosed that its CEO Oscar Munoz had been hospitalized but did not initially reveal in October 2015 that he had suffered a heart attack.

Munoz, who once headed CSX, underwent a transplant and returned to work the following year.

Thomas Flannery, managing partner at the executive search firm Boyden, described the matter of forcing an executive to share his or her medical history with a board of directors as a slippery slope because of privacy concerns. It could have a bigger downside than upside.

He said he encourages executives and their boards to be open about health problems and whether they affect the executive’s ability to fulfill his or her duties.

The CSX board plans to change its policy next month during a meeting, thus avoiding a vote on a resolution that was set to be introduced at the company’s annual meeting.

The policy will require the CEO to get a comprehensive physical performed by a medical provider chosen by the board, according to a letter submitted to the Securities and Exchange Commission that was reviewed by The Wall Street Journal.

A CSX spokesman would not comment on the matter.

The shareholder vote had been proposed by John Fishwick, a Virginia attorney who owns 1,000 shares of CSX stock.