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Pay vs Performance Disclosure
Pure in Thousands
 12 Months Ended
Dec. 31, 2022
USD ($)
Dec. 31, 2021
USD ($)
Dec. 31, 2020
USD ($)
Pay vs Performance Disclosure [Table]      
Pay vs Performance [Table Text Block]

Pay Versus Performance

 

The table below reports calculated compensation actually paid for our CEO, considered our principal executive officer, and averages of calculated compensation actually paid for our remaining reported NEOs, together with shareholder returns, net income and operating income for the past three years. The Compensation Committee considers operating income to be the most important financial performance measure used to link compensation actually paid to our NEOs, for the most recently completed fiscal year, to the Company’s performance.

 

Pay versus Performance Table

 

         

Value of Initial
Fixed $100 Investment

Based On:

    
               

Year

(a)

Summary Compensation Table Total
For PEO ($)(1)

(b)

Compensation Actually Paid to PEO ($)(2)

(c)

Average Summary Compensation Table Total for Non-PEO NEOs ($)(3)

(d)

Average Compensation Actually Paid to Non-PEO NEOs ($)(4)

(e)

Total

Shareholder

Return ($)(5)

(f)

Peer Group

Total

Shareholder

Return ($)(6)

(g)

Net

Income ($) (thousands)(7)  

(h)

Operation

Income ($) (thousands)(8)

(i)

2020

7,453,372

10,215,473

3,552,426

3,597,136

118.10

121.49

506,035

713,119

2021

8,801,881

16,995,242

3,337,948

6,489,537

177.90

164.69

760,806

1,045,530

2022

9,240,455

5,614,863

4,745,765

3,310,170

153.12

135.94

969,351

1,331,553

 

(1)

This column lists the total compensation amount for our principal executive officer (PEO), John N. Roberts, III, reported in the Summary Compensation Table shown on page 60 of this Proxy Statement.
   
PEO Total Compensation Amount $ 9,240,455 $ 8,801,881 $ 7,453,372
PEO Actually Paid Compensation Amount $ 5,614,863 16,995,242 10,215,473
Adjustment To PEO Compensation, Footnote [Text Block]

(2)

For each year listed, this column is calculated as follow:

 

     

2020

    

2021

    

2022

  
 

Total Compensation as reported SCT

   $ 7,453,372     $ 8,801,881     $ 9,240,455  

(Subtract)

Pension values reported in SCT for covered fiscal year

     —       —       —  

(Subtract)

Fair value of stock awards granted during covered fiscal year

     (6,507,402)

 

     (6,042,085)

 

     (6,592,523)

 

Add

Pension value attributable to covered fiscal year’s service and any change in pension value attributable to plan amendments made in the covered year

     —       —       —  

Add

Fair value of stock awards granted in covered fiscal year and that are unvested at end of such covered fiscal year – valued at year-end

     7,779,212       8,384,433       5,735,618  

Add

Fair value of stock awards granted in covered fiscal year that vested during such covered fiscal year – valued on date of vesting

     —       —       —  

Add

Dividends or other earnings paid on stock or option awards in the covered fiscal year prior to the vesting date that are not otherwise included in the total compensation for the covered fiscal year

     —       —       —  

Add/(Subtract)

Change in fair value from end of prior fiscal year to end of covered fiscal year for awards made in prior fiscal years that were unvested at end of current fiscal year

     1,361,340       5,510,480       (2,280,415)

 

Add/(Subtract)

Change in fair value from end of prior fiscal year to vesting date for awards made in prior fiscal years that vested during covered fiscal year

     128,951       340,533       (488,272)

 

(Subtract)

Fair value of awards forfeited in current fiscal year determined at end of prior fiscal year

     —       —       —  

Equals

Compensation Actually Paid to PEO

   $ 10,215,473     $ 16,995,242     $ 5,614,863  

 

    
Non-PEO NEO Average Total Compensation Amount $ 4,745,765 3,337,948 3,552,426
Non-PEO NEO Average Compensation Actually Paid Amount $ 3,310,170 6,489,537 3,597,136
Adjustment to Non-PEO NEO Compensation Footnote [Text Block]

(3)

This column lists the average total compensation amount for our other non-PEO NEOs reported in the Summary Compensation Table shown on page 60 of this Proxy Statement or for the year 2020, reported in the Summary Compensation Table included in our 2021 Proxy Statement filed on March 18, 2021. The non-PEO NEOs included are as follows:

 

2020

David G. Mee – former Chief Financial Officer and Executive Vice President, Finance/Administration

John Kuhlow – Chief Financial Officer, Chief Accounting Officer, and Executive Vice President

Shelley Simpson – Chief Commercial Officer and Executive Vice President of People and Human Resources

Nicholas Hobbs – Chief Operating Officer, President of Contract Services, and Executive Vice President

Darren Field – President of Intermodal and Executive Vice President

Terrence D. Matthews – former President of Intermodal and Executive Vice President

 

2021

John Kuhlow – Chief Financial Officer, Chief Accounting Officer, and Executive Vice President

Shelley Simpson – Chief Commercial Officer and Executive Vice President of People and Human Resources

Nicholas Hobbs – Chief Operating Officer, President of Contract Services, and Executive Vice President

Darren Field – President of Intermodal and Executive Vice President

 

2022

John Kuhlow – Chief Financial Officer, Chief Accounting Officer, and Executive Vice President

Shelley Simpson – President

Nicholas Hobbs – Chief Operating Officer, President of Contract Services, and Executive Vice President

Darren Field – President of Intermodal and Executive Vice President

 

Executive Compensation  

 

 

(4)

For each year listed, this column is calculated as follow:

 

     

2020

    

2021

    

2022

  
 

Total Average Compensation as reported SCT

   $ 3,552,426     $ 3,337,948     $ 4,745,765  

(Subtract)

Pension values reported in SCT for covered fiscal year

     —       —       —  

(Subtract)

Fair value of stock awards granted during covered fiscal year

     (1,851,489

)

     (1,958,038

)

     (3,320,605

)

Add

Pension value attributable to covered fiscal year’s service and any change in pension value attributable to plan amendments made in the covered year

     —       —       —  

Add

Fair value of stock awards granted in covered fiscal year and that are unvested at end of such covered fiscal year – valued at year-end

     1,693,017       2,717,115       3,056,371  

Add

Fair value of stock awards granted in covered fiscal year that vested during such covered fiscal year – valued on date of vesting

     5,931       —       —  

Add

Dividends or other earnings paid on stock or option awards in the covered fiscal year prior to the vesting date that are not otherwise included in the total compensation for the covered fiscal year

     —       —       —  

Add/(Subtract)

Change in fair value from end of prior fiscal year to end of covered fiscal year for awards made in prior fiscal years that were unvested at end of current fiscal year

     354,143       2,185,409       (904,527

)

Add/(Subtract)

Change in fair value from end of prior fiscal year to vesting date for awards made in prior fiscal years that vested during covered fiscal year

     (156,892

)

     207,103       (266,834

)

(Subtract)

Fair value of awards forfeited in current fiscal year determined at end of prior fiscal year

     —       —       —  

Equals

Average Compensation Actually Paid to NEOs

   $ 3,597,136     $ 6,489,537     $ 3,310,170  

 

(5)

This column lists a cumulative 3-year total return of stockholders of our common stock and assumes the value of the investment (including reinvestment of dividends) was $100 on December 31, 2019 and tracks it through December 31, 2022. The stock price performance included in the column is not necessarily indicative of future stock price performance.

(6)

This column lists a cumulative 3-year total return of stockholders of a peer group calculated using the same method for column (f). For 2022, the peer group used was that listed under the section titled “Benchmarking Against a Peer Group” on page 46 of this Proxy Statement. For 2021, the peer group used was the same as 2022, with the omission of Union Pacific Corporation. For 2020, the peer group used was the same as 2021, with the addition of Kansas City Southern. Kansas City Southern was removed and replaced with Union Pacific Corporation due to the pending acquisition of Kansas City Southern by Canadian Pacific Railway Limited. Kansas City Southern was omitted from the 2021 peer group total stockholder return because its common stock was no longer listed for trading at the end of 2021. The cumulative 3-year total stockholder returns through December 31, 2022 of the former peer group (excluding both Union Pacific Corporation and Kansas City Southern), the current peer group, and the Company were $142.89, $135.94 and $153.12, respectively

(7)

This column lists our reported net income for the year indicated.

(8)

This column lists our reported operating income for the year indicated, which we consider the most Important financial performance measure that was used to link compensation actually paid for the most recent fiscal year to company performance.
   
Compensation Actually Paid vs. Company Selected Measure [Text Block]

Description of the Relationship Between Compensation Actually Paid to Our Named Executive Officers and Company Performance

The following graphs present the relationships between the compensation actually paid to our PEO and average compensation actually paid to our remaining reported NEOs to our total stockholder return, net income, operating income, and our peer group’s total stockholder return for the years ended 2020, 2021, and 2022.

 

Compensation Actually Paid vs. Cumulative TSR   Compensation Actually Paid vs. Net Income
g07.jpg
  
g08.jpg
     
Compensation Actually Paid vs. Operating Income    
g09.jpg
    

 

    
Tabular List [Table Text Block]

Company’s Most Important Financial Performance Measures

The following are the most important financial performance measures, as determined by the Company, that link compensation actually paid to our NEOs, for the most recently completed fiscal year, to the Company’s performance:

 

●

Net revenue

●

Earnings before interest, taxes, depreciation, and amortization (EBITDA)

●

Operating income

●

Earnings before taxes (EBT)

●

Return on invested capital (ROIC)
   
Total Shareholder Return Amount $ 153.12 177.90 118.10
Peer Group Total Shareholder Return Amount 135.94 164.69 121.49
Net Income (Loss) $ 969,351,000 $ 760,806,000 $ 506,035,000
Company Selected Measure Amount 1,331,553 1,045,530 713,119
Measure [Axis]: 1      
Pay vs Performance Disclosure [Table]      
Measure Name Net revenue    
Measure [Axis]: 2      
Pay vs Performance Disclosure [Table]      
Measure Name Earnings before interest, taxes, depreciation, and amortization (EBITDA)    
Measure [Axis]: 3      
Pay vs Performance Disclosure [Table]      
Measure Name Operating income    
Measure [Axis]: 4      
Pay vs Performance Disclosure [Table]      
Measure Name Earnings before taxes (EBT)    
Measure [Axis]: 5      
Pay vs Performance Disclosure [Table]      
Measure Name Return on invested capital (ROIC)    
PEO Pension values reported in SCT for covered fiscal year [Member]      
Pay vs Performance Disclosure [Table]      
Adjustment to Compensation Amount $ 0 $ 0 $ 0
PEO Fair value of stock awards granted during covered fiscal year [Member]      
Pay vs Performance Disclosure [Table]      
Adjustment to Compensation Amount (6,592,523) (6,042,085) (6,507,402)
PEO Pension value attributable to covered fiscal year’s service and any change in pension value attributable to plan amendments made in the covered year [Member]      
Pay vs Performance Disclosure [Table]      
Adjustment to Compensation Amount 0 0 0
PEO Fair value of stock awards granted in covered fiscal year and that are unvested at end of such covered fiscal year valued at year-end [Member]      
Pay vs Performance Disclosure [Table]      
Adjustment to Compensation Amount 5,735,618 8,384,433 7,779,212
PEO Fair value of stock awards granted in covered fiscal year that vested during such covered fiscal year valued on date of vesting [Member]      
Pay vs Performance Disclosure [Table]      
Adjustment to Compensation Amount 0 0 0
PEO Dividends or other earnings paid on stock or option awards in the covered fiscal year prior to the vesting date that are not otherwise included in the total compensation for the covered fiscal year [Member]      
Pay vs Performance Disclosure [Table]      
Adjustment to Compensation Amount 0 0 0
PEO Change in fair value from end of prior fiscal year to end of covered fiscal year for awards made in prior fiscal years that were unvested at end of current fiscal year [Member]      
Pay vs Performance Disclosure [Table]      
Adjustment to Compensation Amount (2,280,415) 5,510,480 1,361,340
PEO Change in fair value from end of prior fiscal year to vesting date for awards made in prior fiscal years that vested during covered fiscal year [Member]      
Pay vs Performance Disclosure [Table]      
Adjustment to Compensation Amount (488,272) 340,533 128,951
PEO Fair value of awards forfeited in current fiscal year determined at end of prior fiscal year [Member]      
Pay vs Performance Disclosure [Table]      
Adjustment to Compensation Amount 0 0 0
NEO Pension values reported in SCT for covered fiscal year [Member]      
Pay vs Performance Disclosure [Table]      
Adjustment to Compensation Amount 0 0 0
NEO Fair value of stock awards granted during covered fiscal year [Member]      
Pay vs Performance Disclosure [Table]      
Adjustment to Compensation Amount (3,320,605) (1,958,038) (1,851,489)
NEO Pension value attributable to covered fiscal year’s service and any change in pension value attributable to plan amendments made in the covered year [Member]      
Pay vs Performance Disclosure [Table]      
Adjustment to Compensation Amount 0 0 0
NEO Fair value of stock awards granted in covered fiscal year and that are unvested at end of such covered fiscal year valued at year-end [Member]      
Pay vs Performance Disclosure [Table]      
Adjustment to Compensation Amount 3,056,371 2,717,115 1,693,017
NEO Fair value of stock awards granted in covered fiscal year that vested during such covered fiscal year - valued on date of vesting [Member]      
Pay vs Performance Disclosure [Table]      
Adjustment to Compensation Amount 0 0 5,931
NEO Dividends or other earnings paid on stock or option awards in the covered fiscal year prior to the vesting date that are not otherwise included in the total compensation for the covered fiscal year [Member]      
Pay vs Performance Disclosure [Table]      
Adjustment to Compensation Amount 0 0 0
NEO Change in fair value from end of prior fiscal year to end of covered fiscal year for awards made in prior fiscal years that were unvested at end of current fiscal year [Member]      
Pay vs Performance Disclosure [Table]      
Adjustment to Compensation Amount (904,527) 2,185,409 354,143
NEO Change in fair value from end of prior fiscal year to vesting date for awards made in prior fiscal years that vested during covered fiscal year [Member]      
Pay vs Performance Disclosure [Table]      
Adjustment to Compensation Amount (266,834) 207,103 (156,892)
NEO Fair value of awards forfeited in current fiscal year determined at end of prior fiscal year [Member]      
Pay vs Performance Disclosure [Table]      
Adjustment to Compensation Amount $ 0 $ 0 $ 0