DEF 14A of Norfolk Southern Corp, Mar 28, 2025

DEF 14A of Norfolk Southern Corp

Filed Mar 28, 2025 · FY20240001193125-25-066914

Open on EDGAR

  1. NORFOLK SOUTHERN DIRECTOR NOMINEES

    NORFOLK SOUTHERN DIRECTOR NOMINEES

  2. NORFOLK SOUTHERN DIRECTOR NOMINEES

    | Name | Age | Director Since | Principal Occupation | Independent | Committees (as of March 28, 2025) | | Richard H. Anderson | 69 | 2024 | Former President and CEO, Amtrak, Former CEO, Delta, and Northwest Airlines | | Comp (Chair), EC, FRM | | William Clyburn, Jr. | 58 | 2024 | Founder and CEO, Clyburn Consulting, LLC; Former Commissioner and Vice Chairman, Surface Transportation Board | | GNC, SC | | Philip S. Davidson | 64 | 2023 | Retired Admiral, U.S. Navy | | FRM, SC | | Francesca A. DeBiase | 59 | 2023 | Former Executive Vice President and Global Chief Supply Chain Officer, McDonald’s Corporation | | AC, EC, GNC (Chair) | | Marcela E. Donadio | 70 | 2016 | Former Audit Partner and Americas Oil & Gas Sector Leader, Ernst & Young LLP | | AC (Chair), EC, GNC | | Sameh Fahmy | 73 | 2024 | Former Executive Vice President, Precision Scheduled Railroading, Kansas City Southern | | AC, SC | | Mark George | 58 | 2024 | President and CEO, Norfolk Southern Corporation | | EC | | Mary Kathryn “Heidi” Heitkamp | 69 | 2024 | Former U.S. Senator | | GNC, SC | | John C. Huffard, Jr. | 57 | 2020 | Co-Founder, Tenable Holdings, Inc. | | Comp, FRM | | Christopher T. Jones | 60 | 2020 | Former Corporate VP and President, Technology Services sector, Northrop Grumman Corporation | | AC, EC, SC (Chair) | | Gilbert H. Lamphere | 72 | 2024 | Chairman of MidRail Corporation and former board member of Illinois Central Railroad (Chairman), Canadian National Railway Company, and CSX Corporation | | Comp, FRM | | Claude Mongeau | 63 | 2019 | Former President and CEO, Canadian National Railway Company | | EC | | Lori J. Ryerkerk | 62 | 2025 | Former President and CEO, Celanese Corp. | | Comp, GNC |

  3. NORFOLK SOUTHERN DIRECTOR NOMINEES

    AC: Audit Committee, EC: Executive Committee, FRM: Finance and Risk Management Committee, GNC: Governance and Nominating Committee, Comp: Human Capital Management and Compensation Committee, SC: Safety Committee

  4. DIVERSITY OF DIRECTOR NOMINEES

    DIVERSITY OF DIRECTOR NOMINEES

  5. DIVERSITY OF DIRECTOR NOMINEES

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  6. DIVERSITY OF DIRECTOR NOMINEES

    | 2 2025 Proxy Statement | Norfolk Southern Corporation |

  7. DIRECTOR NOMINEES

    DIRECTOR NOMINEES

  8. DIRECTOR NOMINEES

    | RICHARD H. ANDERSON INDEPENDENT DIRECTOR SINCE: 2024 AGE: 69 COMMITTEES: ∎ Executive ∎ Finance and Risk Management ∎ Human Capital Management and Compensation (Chair) | RATIONALE FOR NOMINATION Mr. Anderson’s significant executive leadership experience in the transportation industry spans over two decades, including his roles as President and Chief Executive Officer of Amtrak, and Chief Executive Officer of both Delta Air Lines and Northwest Airlines. Mr. Anderson’s extensive railroad and transportation expertise allows him to provide meaningful oversight of senior management and practical advice to the Board on railway and transportation sector issues such as operations, safety, strategic planning, labor relations, logistics, and governmental and stakeholder relations, which support Norfolk Southern’s balanced strategy. | | | EXPERIENCE NATIONAL RAILROAD PASSENGER CORPORATION (AMTRAK) ∎ President and Chief Executive Officer (2017 – 2020) DELTA AIR LINES, INC. ∎ Chief Executive Officer (2007 – 2016) and Executive Chairman (2016) UNITEDHEALTH GROUP, INC. ∎ Chief Executive Officer, Ingenix and Executive Vice President and President, Commercial Services and Optum Health (2004 – 2007) NORTHWEST AIRLINES CORPORATION ∎ Chief Executive Officer (2001 – 2004) ∎ Chief Operating Officer (1998 – 2001) ∎ Senior Vice President, Technical Operations and Airport Affairs (1997 – 1998); Senior Vice President, Labor Relations and Deputy General Counsel (1994 – 1996); Senior Vice President, Labor Relations (1990 – 1994) CONTINENTAL AIRLINES INC. ∎ Staff Vice President and Deputy General Counsel (1990) ∎ Corporate Attorney and Assistant General Counsel (1987 – 1990) | | | PUBLIC COMPANY BOARD DIRECTORSHIPS ∎ Medtronic plc (2004 – 2023) ∎ Redwire Corporation (2020 – 2021) ∎ Intercontinental Hotels Group plc (2021) ∎ Delta Air Lines, Inc. (2007 – 2016) ∎ Xcel Energy Inc. (2004 – 2006) ∎ Northwest Airlines Corporation (2001 – 2005) ∎ Mair Holdings Inc. (1999 – 2003) | | | KEY SKILLS AND EXPERTISE ∎ CEO/Executive Leadership, Strategic Planning, Operational Oversight – As Chief Executive Officer of several major airlines and a passenger railroad, Mr. Anderson navigated companies through transformative and key strategic changes, including formative mergers and acquisitions, post-bankruptcy recovery, and a major recession. ∎ Transportation and Logistics – Developed through senior roles leading several major transportation companies, including Delta Air Lines. ∎ Human Resources and Compensation – Gained through role as Senior Vice President Labor Relations at Northwest Airlines, and further developed in most recent role as President and Chief Executive Officer of Amtrak, where he oversaw talent strategies and relations with labor unions. ∎ Governmental and Stakeholder Relations – Acquired through executive leadership career in the highly-regulated transportation industry, which required significant stakeholder engagement with regulators, federal, and state government agencies, customers, clients, and other industry players. ∎ Governance/Board – Developed through service on numerous public company boards, and his service as a director at Cargill Inc. (since 2006), an agricultural services corporation which is the largest privately held corporation in the U.S. ∎ Mr. Anderson also has experience in Information Technology, Marketing and Customer Experience, Finance and Accounting, Environmental and Sustainability, Risk Management, and Safety. |

  9. DIRECTOR NOMINEES

    | 10 2025 Proxy Statement | Norfolk Southern Corporation |

  10. DIRECTOR NOMINEES

    | WILLIAM CLYBURN, JR. INDEPENDENT DIRECTOR SINCE: 2024 AGE: 58 COMMITTEES: ∎ Governance and Nominating ∎ Safety | RATIONALE FOR NOMINATION Mr. Clyburn’s background as an engineer and lawyer, coupled with his 30 years of legislative and regulatory experience in the transportation field and railroad industry position him to provide valuable perspectives on stakeholder and governmental relations. Mr. Clyburn’s expertise in rail safety and transportation matters, gained from his service as a Commissioner on the U.S. Surface Transportation Board (STB) and consultant on rail infrastructure and crisis management, allows him to provide meaningful oversight over safety-related matters and decisions that enhance our efficiency in rail operations. EXPERIENCE CLYBURN CONSULTING, LLC ∎ Chief Executive Officer (since 2004) UNITED STATES SENATE ∎ Senior Counsel (2002 – 2004) U.S. SURFACE TRANSPORTATION BOARD ∎ Vice-Chairman & Commissioner (1998 – 2001) UNITED STATES SENATE ∎ Commerce Counsel (1995 – 1998) ∎ Transportation Counsel, Senate Commerce Committee (1993 – 1995) | | | KEY SKILLS AND EXPERTISE ∎ Safety – Gained from service as a Commissioner on the U.S. STB and consultant on rail infrastructure and crisis management, allowing Mr. Clyburn to provide meaningful oversight over safety-related matters and decisions that enhance our efficiency in rail operations. ∎ Governmental and Stakeholder Relations – 30 years of legislative and regulatory experience in the transportation field and railroad industry position him to provide valuable perspectives on stakeholder and governmental relations. ∎ Operational Oversight – Acquired while serving as an STB Commissioner and Vice-Chairman, where his decision-making and regulatory work directly impacted the operations of national and international rail lines. ∎ Transportation and Logistics – Developed through an extensive career in the public service focused on transportation issues and extensive public policy consulting on topics including transportation. ∎ Mr.Clyburn also has experience in Environmental and Sustainability, CEO/Executive Leadership, Governance/Board and Strategic Planning. |

  11. DIRECTOR NOMINEES

    | Norfolk Southern Corporation | 2025 Proxy Statement 11 |

  12. DIRECTOR NOMINEES

    | PHILIP S. DAVIDSON INDEPENDENT DIRECTOR SINCE: 2023 AGE: 64 COMMITTEES: ∎ Finance and Risk Management ∎ Safety | RATIONALE FOR NOMINATION Adm. Davidson’s significant military experience, including as a four-star Admiral and 25th Commander of the United States Indo-Pacific Command, the nation’s oldest and largest military combatant command, positions him to provide valuable insight into our strategic planning, operations, risk management, and safety matters, which are critical areas for us as we focus on operational excellence. | | | EXPERIENCE DAVIDSON STRATEGIES, LLC ∎ Founder (since 2021) U.S. NAVY ∎ Admiral and 25th Commander of United States Indo-Pacific Command (INDOPACOM) (2018 – 2021) ∎ Admiral and Commander, U.S. Fleet Forces Command and U.S. Naval Forces Northern Command (2014 – 2018) ∎ Vice Admiral and Commander, U.S. Sixth Fleet and Deputy Commander, Naval Forces Europe-Africa (2013 – 2014) ∎ Director, Maritime Operations, U.S, Fleet Forces Command (2012 – 2013) ∎ Military Advisor, U.S. Department of State, Senior Representative for Afghanistan (2010 – 2012) ∎ Commander, Carrier Strike Group Eight (2009 – 2010) ∎ Naval Officer (1982 – 2009) | | | PUBLIC COMPANY BOARD DIRECTORSHIPS ∎ Par Pacific Holdings, Inc. (since 2021) ∎ AeroVironment, Inc. (since 2023) | | | KEY SKILLS AND EXPERTISE ∎ Safety – Gained from helping to lead a comprehensive review of the Surface Navy’s safety protocols, which resulted in the implementation of enhanced safety measures, including new training and assessment processes. ∎ Operational Oversight – Developed during service as Admiral and 25th Commander of INDOPACOM, which included overseeing 380,000 Soldiers, Sailors, Marines, Airmen, Coast Guardsmen and Department of Defense civilians, and responsibility for all U.S. military activities in the Indo-Pacific, covering 36 nations and 14 time zones. ∎ Governmental and Stakeholder Relations – Acquired through policy billets on multiple tours and further developed as the Navy’s military aide to the Vice President of the United States. ∎ Strategic Planning – Developed as a result of significant senior military experience, and more recently as the owner and principal of Davidson Strategies LLC, a management, technical, and strategic advisory firm, and board role with the Center for Strategic and Budgetary Assessments, an independent, non-partisan policy research institute that focuses on national security. ∎ Risk Management – Gained during a near 39-year military career, including service as Admiral and 25th Commander of INDOPACOM, Admiral and Commander of the U.S. Fleet Forces Command and U.S. Naval Forces Northern Command, and Vice Admiral and Commander of the U.S. Sixth Fleet and Deputy Commander, Naval Forces Europe-Africa. ∎ Adm. Davidson also has experience in CEO/Executive Leadership, Governance/Board and Information Technology. |

  13. DIRECTOR NOMINEES

    | 12 2025 Proxy Statement | Norfolk Southern Corporation |

  14. DIRECTOR NOMINEES

    | FRANCESCA A. DEBIASE INDEPENDENT DIRECTOR SINCE: 2023 AGE: 59 COMMITTEES: ∎ Audit ∎ Executive ∎ Governance and Nominating (Chair) | RATIONALE FOR NOMINATION Ms. DeBiase’s significant experience managing global supply chain, sustainability, and finance matters enables her to advise us on our strategic planning, sustainability, operations, and logistics matters, and her extensive customer-facing business experience further enables her to play a key role in overseeing our efforts to enhance the overall satisfaction of our customers. EXPERIENCE MCDONALD’S CORPORATION ∎ Executive Vice President and Global Chief Supply Chain Officer (2020 – 2022) ∎ Executive Vice President and Chief Supply Chain and Sustainability Officer (2018 – 2020) ∎ Chief Supply Chain and Sustainability Officer (2015 – 2018) ∎ Senior Vice President, Worldwide Sourcing and Sustainability (2015) ∎ Vice President, Worldwide Supply Chain and Sustainability (2007 – 2015) ∎ Chief Supply Chain Officer, Europe (2006 – 2007) ∎ Senior Director of European Finance (2002 – 2005) ERNST & YOUNG, LLP ∎ Auditor, retail and consumer products industry (1988 – 1991) | | | PUBLIC COMPANY BOARD DIRECTORSHIPS ∎ Sysco Corporation (since 2023) | | | KEY SKILLS AND EXPERTISE ∎ Operational Oversight, Marketing and Customer Experience – Developed through her tenure as the Global Chief Supply Chain Officer at McDonald’s Corporation, where Ms. DeBiase helped to create and execute McDonald’s’ turnaround strategy focused on driving operational growth and transforming customer experience through service and technology. ∎ Transportation and Logistics – Obtained during her significant experience at McDonald’s managing global supply chain and sourcing matters. ∎ Environmental and Sustainability, Strategic Planning – Gained during her tenure at McDonald’s Corporation, where Ms. DeBiase was responsible for developing and executing sustainable sourcing strategies across the company’s global supply chain to ensure safety, quality, and sustainability leadership in the industry. Recognized as a pioneer in the integration of supply chain and sustainability, her expertise was further developed through close collaboration with McDonald’s Global Impact Team to implement initiatives focused on resilience and brand trust, as well as her service as management’s representative for the Sustainability and Corporate Responsibility Committee of the McDonald’s Board of Directors. ∎ Finance and Accounting – Acquired during her time at Ernst & Young and over more than three decades at McDonald’s in various roles including service as McDonald’s Senior Director of European Finance from 2002 – 2005. ∎ CEO/Executive Leadership – Developed during her 20-year career at McDonald’s Corporation where she held various executive level roles, most recently as Executive Vice President and Global Chief Supply Chain Officer and as Executive Vice President and Chief Supply Chain and Sustainability Officer. ∎ Ms. DeBiase also has experience in Governance/Board and Risk Management. |

  15. DIRECTOR NOMINEES

    | Norfolk Southern Corporation | 2025 Proxy Statement 13 |

  16. DIRECTOR NOMINEES

    | MARCELA E. DONADIO INDEPENDENT DIRECTOR SINCE: 2016 AGE: 70 COMMITTEES: ∎ Audit (Chair) ∎ Executive ∎ Governance and Nominating | RATIONALE FOR NOMINATION Ms. Donadio, a native of Panama, has extensive accounting and public company board experience, including her prior service as Lead Independent Director of an S&P 500 company, which enables her to contribute valuable expertise to the Board and supports oversight of Norfolk Southern’s accounting, finance, governance, strategic planning, and risk management matters, which are integral to the execution of our strategy. Ms. Donadio’s 25-year experience as an Audit Partner at Ernst & Young is important to the Board, particularly her service as Chair of the Audit Committee, because she provides deep financial expertise in the oversight of the key accounting and disclosure issues related to operational, legal, and regulatory matters for Norfolk Southern. | | | EXPERIENCE ERNST & YOUNG, LLP ∎ Audit Partner (1989 – 2014) ∎ Americas Oil and Gas Sector Leader (2007 – 2014) | | | PUBLIC COMPANY BOARD DIRECTORSHIPS ∎ NOV Inc. (since 2014) ∎ Freeport-McMoRan, Inc. (since 2021) ∎ Marathon Oil Corporation (2014 – 2024); Lead Independent Director (2021 – 2024) | | | KEY SKILLS AND EXPERTISE ∎ Strategic Planning, Risk Management – Developed at Ernst & Young as the Americas Oil and Gas Sector Leader, with responsibility for one of the firm’s most significant industry groups, where she advised the firm’s oil and gas industry clients in the United States and throughout the Americas on business strategies and financial matters. ∎ Finance and Accounting – Demonstrated through experience as a partner at Ernst & Young and as a Certified Public Accountant with over 37 years of audit, public accounting, SEC and related disclosure experience with a specialization in domestic and international operations. ∎ Governmental and Stakeholder Relations – Gained from experience advising highly regulated oil and gas industry clients at Ernst & Young as the Americas Oil and Gas Sector Leader and from her position on the Texas State Board of Public Accountancy (“TSBPA”), where Ms. Donadio provided state regulatory oversight of individuals and professional firms providing certified public accounting services in the State of Texas as well as leading the TSBPA’s enforcement efforts during part of her tenure. ∎ Governance/Board – Developed through her service over multiple years as a director of three public companies, including as the Lead Independent Director at Marathon Oil Corporation. In addition, Ms. Donadio was recognized in 2019 by the National Association of Corporate Directors Directorship 100 as one of the most influential corporate directors based on her demonstrated excellence in the boardroom through innovation, courage, and integrity. ∎ Ms. Donadio also has experience in Human Resources and Compensation, and CEO/Executive Leadership. |

  17. DIRECTOR NOMINEES

    | 14 2025 Proxy Statement | Norfolk Southern Corporation |

  18. DIRECTOR NOMINEES

    | SAMEH FAHMY INDEPENDENT DIRECTOR SINCE: 2024 AGE: 73 COMMITTEES: ∎ Audit ∎ Safety | RATIONALE FOR NOMINATION Mr. Fahmy brings more than three decades of experience in the railroad industry, most recently serving as Executive Vice President of Precision Scheduled Railroading at Kansas City Southern (KCS) from 2019 to 2021. At KCS, Mr. Fahmy led the implementation of the company’s precision scheduled railroading methodology. Mr. Fahmy’s experience serving in multiple operational, mechanical, and engineering roles across several Class I railroads positions him to advise Norfolk Southern on important safety, operational oversight, and transportation and logistics matters relevant to the rail industry. | | | EXPERIENCE KANSAS CITY SOUTHERN ∎ Executive Vice President, Precision Scheduled Railroading (2019 – 2021) CSX ∎ Management Consultant (2017 – 2019) GE TRANSPORTATION ∎ Executive, Sales Support (2013 – 2016) CANADIAN NATIONAL RAILWAY COMPANY ∎ Senior Vice President Engineering, Mechanical and Supply Management (2002 – 2013) ∎ Vice President Supply Management (1998 – 2002) ∎ Chief Operating Plan (1996 – 1998) ∎ Director IT Infrastructure (1994 – 1996) ∎ Manager, Technical Systems Support (1981 – 1985) DESJARDINS ∎ Director of Telecommunications (1990 – 1994) ∎ Director of IT Engineering (1987 – 1990) TRAVELERS ∎ Associate Director, Host Planning and Performance (1985 – 1987) AMTRAK ∎ Manager, System Programming (1979 – 1981) ASSOCIATION OF AMERICAN RAILROADS ∎ Supervisor, Data Communication Software (1977 – 1979) IBM - CANADA ∎ System Engineer (1973 – 1977) | | | PUBLIC COMPANY BOARD DIRECTORSHIPS ∎ Rumo S.A. (2017 – 2020) | | | KEY SKILLS AND EXPERTISE ∎ Strategic Planning, Operational Oversight – Demonstrated through extensive experience in the railroad industry, including leading the implementation of precision scheduled railroading at KCS. ∎ Finance and Accounting – Demonstrated through experience as a Chartered Professional Accountant. ∎ Information Technology – Acquired through a career with many roles focused on Information Technology including as Director of IT Infrastructure at Canadian National Railway Company and as Director of IT Engineering at Desjardins. ∎ Governance/Board – Developed through his service over multiple years as a director of Rumo S.A., where he chaired the subcommittee on operations. ∎ Transportation and Logistics – Developed through over 30 years working in the railroad industry, including across several Class I railroads. ∎ Mr. Fahmy also has experience in CEO/Executive Leadership, Risk Management, and Safety. |

  19. DIRECTOR NOMINEES

    | Norfolk Southern Corporation | 2025 Proxy Statement 15 |

  20. DIRECTOR NOMINEES

    | MARK R. GEORGE DIRECTOR SINCE: 2024 AGE: 58 COMMITTEES: ∎ Executive | RATIONALE FOR NOMINATION Mr. George, our President and Chief Executive Officer, has more than 35 years of experience in financial management, strategy, and business development, including having previously served as our Executive Vice President & Chief Financial Officer from 2019 to September 2024. Mr. George’s significant experience driving process-focused performance improvements at several global companies, coupled with his extensive operational and financial acumen, including from currently running all aspects of our business and previously leading our financial and investor relations teams, positions him well to advise the Board on a range of operational and productivity matters while also delivering a disciplined approach to enhancing outcomes for shareholders. | | | EXPERIENCE NORFOLK SOUTHERN CORPORATION ∎ Executive Vice President and Chief Financial Officer (2019 – 2024) UNITED TECHNOLOGIES CORPORATION ∎ Chief Financial Officer, VP Finance, Carrier Corporation (2019) ∎ Chief Financial Officer, VP Finance, Strategy and IT, Otis Elevator Co. (2015 – 2019) ∎ Chief Financial Officer, VP Finance and IT, UTC Building & Industrial Systems (2013 – 2015) ∎ Chief Financial Officer, VP Finance and IT, UTC Climate Controls & Security (2011 – 2013) ∎ Chief Financial Officer, VP Finance, Carrier Corporation (2008 – 2011) ∎ VP Financial Planning and Analysis, United Technologies (2007 – 2008) ∎ VP Financial Planning and Analysis, Otis Elevator Co. (2004 – 2007) ∎ Chief Financial Officer, VP Finance South Asia Pacific, Otis Elevator Co. (2001 – 2004) ∎ Various Ascending Financial Management Positions, Otis Elevator Co. (1989 – 2001) | | | PUBLIC COMPANY BOARD DIRECTORSHIPS ∎ Trane Technologies PLC (since 2022) ∎ Zardoya Otis SA (2014 – 2019) | | | KEY SKILLS AND EXPERTISE ∎ CEO/Executive Leadership – Demonstrated through serving as President and Chief Executive Officer at Norfolk Southern Corporation. ∎ Finance and Accounting – Acquired through over 35 years of diverse and international financial management experience, including serving as Chief Financial Officer at multiple subsidiaries of United Technologies Corporation and most recently at Norfolk Southern, where prior to being named President and Chief Executive Officer, he oversaw our Finance, Investor Relations, Sourcing, and Corporate Strategy teams. ∎ Strategic Planning – Gained from more than 30 years with United Technologies in various executive leadership roles across multiple business global segments, with specific responsibility for business strategy and development. Mr. George brought this strategic and business partnership mindset with him to Norfolk Southern. ∎ Governance/Board – Gained through serving on the board of Trane Technologies, where he serves on the Finance and Audit Committees, as well as his previous service on the Zardoya board, where he served on the Audit and Compensation committees. ∎ Mr. George also has experience in Governmental and Stakeholder Relations, Human Resources and Compensation, Information Technology, Marketing and Customer Experience, Operational Oversight, Risk Management and Transportation and Logistics. |

  21. DIRECTOR NOMINEES

    | 16 2025 Proxy Statement | Norfolk Southern Corporation |

  22. DIRECTOR NOMINEES

    | MARY KATHRYN “HEIDI” HEITKAMP INDEPENDENT DIRECTOR SINCE: 2024 AGE: 69 COMMITTEES: ∎ Governance and Nominating ∎ Safety | RATIONALE FOR NOMINATION Ms. Heitkamp’s significant public service experience as a United States Senator, state Attorney General, and rail safety advocate provides the Board with in-depth expertise on regulatory, safety, and governmental and stakeholder relations matters that are essential to Norfolk Southern as we continue to work with federal and state agencies to elevate the safety standard across the railroad sector and deliver on our strategy of delivering safe, reliable service. | | | EXPERIENCE UNIVERSITY OF CHICAGO INSTITUTE OF POLITICS ∎ Director (since 2023) UNITED STATES SENATE ∎ Senator, North Dakota (2013 – 2019) NORTH DAKOTA STATE GOVERNMENT ∎ Attorney General (1992 – 2000) ∎ Tax Commissioner (1986 – 1992) ∎ Attorney, Office of the North Dakota State Tax Commissioner (1981 – 1986) UNITED STATES ENVIRONMENTAL PROTECTION AGENCY ∎ Attorney (1980 – 1981) | | | KEY SKILLS AND EXPERTISE ∎ Safety – Acquired through her extensive experience as an advocate for rail safety improvements following a 2013 crude oil train derailment near Casselton, North Dakota. Following the incident, Ms. Heitkamp took a leading role in understanding what happened, exploring ways to prevent future incidents, and advocating for rail safety improvements. Her subsequent bipartisan advocacy efforts include enacting updated crude oil train and track inspection standards and introducing the Railroad Emergency Services Preparedness, Operational Needs, and Safety Evaluation (RESPONSE) Act that was signed into law and ensures first responders have the proper training and resources to handle train derailments involving hazardous materials. ∎ Governmental and Stakeholder Relations – Developed through her extensive public service career representing North Dakota in the U.S. Senate, where she served on the Senate Committees on Agriculture, Banking, Homeland Security and Governmental Affairs, Indian Affairs, and Small Business and Entrepreneurship. Further developed through her leadership in the North Dakota state government. ∎ Finance and Accounting – Gained during her time as Tax Commissioner for North Dakota and further developed through her service on the U.S. Senate Committee on Banking, Housing, and Urban Affairs, as well as her recent appointment as Chair of the Advisory Board for The Export-Import Bank of the United States (since 2022) and her service as Director of The Committee for a Responsible Federal Budget (since 2023). ∎ Environmental and Sustainability – Gained through her role as a member of the Wilson Center’s Task Force on Net Zero Infrastructure in Canada and the US (since 2019), as well as her prior service as an attorney at the U.S. Environmental Protection Agency. ∎ CEO/Executive Leadership – Obtained through multiple public service roles and political career, most recently as a Director of the University of Chicago Institute of Politics, a nonpartisan institute to foster public service and civic engagement among university students. ∎ Ms. Heitkamp also has experience in Governance/Board, Risk Management, and Strategic Planning. |

  23. DIRECTOR NOMINEES

    | Norfolk Southern Corporation | 2025 Proxy Statement 17 |

  24. DIRECTOR NOMINEES

    | JOHN C. HUFFARD, JR. INDEPENDENT DIRECTOR SINCE: 2020 AGE: 57 COMMITTEES: ∎ Finance and Risk Management ∎ Human Capital Management and Compensation | RATIONALE FOR NOMINATION Mr. Huffard’s extensive technology, cybersecurity, finance, and senior executive experience supports the Board’s oversight of information technology, risk management, strategic planning, governance, marketing, and financial matters. The wealth of software and cybersecurity experience that Mr. Huffard gained in his role overseeing cybersecurity risk over more than two decades makes a significant contribution to the Board and to the Finance and Risk Management Committee where he has demonstrated leadership in oversight of Norfolk Southern’s information technology and strategic planning matters, including cybersecurity risks, and has engaged management on Norfolk Southern’s information technology and cybersecurity infrastructure and technological innovations which are foundational to our strategy. | | | EXPERIENCE TENABLE HOLDINGS, INC. ∎ Co-Founder (since 2002) ∎ Chief Operating Officer (2018 – 2019) of Tenable Holdings, Inc. ∎ President and Chief Operating Officer (2002 – 2018) of Tenable Network Security, Inc. (the predecessor to Tenable Holdings Inc.) | | | PUBLIC COMPANY BOARD DIRECTORSHIPS ∎ Tenable Holdings, Inc. (since 2018) | | | KEY SKILLS AND EXPERTISE ∎ Information Technology, Risk Management – Acquired through an extensive career building a market-leading cybersecurity software company, with a specific focus on large enterprise risk identification, exposure measurement, and mitigation. In addition, Mr. Huffard is a current member of the National Security Telecommunications Advisory Committee (“NSTAC”). ∎ Finance and Accounting – Gained through experience building Tenable Holdings into a public company, including by securing $300 million in private growth capital funding and participating in Tenable Holdings’ successful IPO process as an operator and a board member. ∎ Human Resources and Compensation – Gained through his service as President and Chief Operating Officer of Tenable, where he oversaw execution of the company’s talent strategy, which was instrumental in attracting and retaining strategic talent to support growth, marketing, and operations. Additionally, as Chief Operating Officer of Tenable Holdings, he worked with other senior executives on compensation strategy. ∎ Strategic Planning, Operational Oversight – Developed through his role as Chief Operating Officer of Tenable Holdings, where Mr. Huffard successfully led the company from an initial startup phase through the IPO and subsequent growth as a public company, holding responsibility for driving the company’s global corporate strategy, business operations, and risk oversight. ∎ Marketing and Customer Experience – Gained through his experience as President and Chief Operating Officer of Tenable Holdings, where he participated in the execution and evolution of the company’s marketing strategy, which was instrumental in developing a new market category of Cyber Exposure for the business. ∎ Governmental and Stakeholder Relations – Gained through formation and leadership of Government Relations as Chief Operating Officer at Tenable Holdings. In addition, Mr. Huffard is a member of the NSTAC whose mission is to provide the U.S. Government the best possible industry advice in the areas of availability and reliability of telecommunication services for national security and emergency preparedness. ∎ CEO/Executive Leadership – Gained through global experience as President, Chief Operating Officer, and as a board member through building and managing Tenable Holdings from a private cyber security software company into a public company. ∎ Mr. Huffard also has experience in Governance/Board. |

  25. DIRECTOR NOMINEES

    | 18 2025 Proxy Statement | Norfolk Southern Corporation |

  26. DIRECTOR NOMINEES

    | CHRISTOPHER T. JONES INDEPENDENT DIRECTOR SINCE: 2020 AGE: 60 COMMITTEES: ∎ Audit ∎ Executive ∎ Safety (Chair) | RATIONALE FOR NOMINATION As the Chair of our Safety Committee, Dr. Jones’ senior executive, technology, governmental relations, safety, and operational oversight experience enables him to provide valuable insight into Norfolk Southern’s information technology, safety, strategic planning, operations, and risk management matters. In addition, his extensive experience overseeing technology and safety at Northrop Grumman further contributes to our safety and cybersecurity initiatives including extensive engagement with management on our information technology and cybersecurity infrastructure. Under Dr. Jones’ leadership, the Safety Committee has enhanced governance practices, including increased meeting cadence, expanded field employee engagement, and recalibrated information and data focused on our safety risk profile to enhance safety outcomes and drive management accountability. | | | EXPERIENCE NORTHROP GRUMMAN CORPORATION ∎ Corporate Vice President and President of the Technology Services sector (2013 – 2019) ∎ Vice President and General Manager of the Integrated Logistics and Modernization division (2010 – 2012) U.S. AIR FORCE ∎ Chief of Maintenance, Connecticut Air National Guard (1997 – 2012) | | | KEY SKILLS AND EXPERTISE ∎ Operational Oversight, Safety – Gained through his experience as Vice President and General Manager of the Integrated Logistics and Modernization division at Northrop Grumman, where he supported the U.S. Department of Defense, Department of Homeland Security, NASA, and the U.S. Postal Service, among others, with additional experience gained through responsibility for design, development, production, and safety of the domestic E-2 Hawkeye aircraft program. In addition, Dr. Jones’ service as President of the Technology Services sector of Northrop Grumman included oversight of a multi-billion dollar contract portfolio for facilities in all 50 states and 22 countries globally, as well as responsibility for personnel safety for all 15,000 employees in his division, where he met or exceeded the annual sector safety metric each year. ∎ Information Technology – Acquired during his tenure as a technology executive at Northrop Grumman, where Dr. Jones oversaw aircraft and military vehicle modernization services and training systems development, as well as engineering, information technology, software, and cybersecurity-related contracting for the Department of Homeland Security, the Department of State, and several U.S. allies. Also gained during his distinguished 26-year career with the U.S. Air Force, which consisted of service as an engineer, systems analyst, communications officer, and maintenance officer, including oversight and responsibility for computer, radar, communications, cybersecurity and information technology equipment as Chief of Maintenance with the Connecticut Air National Guard. ∎ Strategic Planning, Risk Management, and Governmental and Stakeholder Relations – Gained during his service as President of the Technology Services sector at Northrop Grumman, where Dr. Jones was part of the core enterprise leadership team that defined Northrop Grumman’s overall corporate strategy and risk management framework and was responsible for creating and executing the Technology Services sector’s strategic planning and risk management programs. His role as President of the Technology Services sector also included helping to define the enterprise-wide government relations strategy and regular interaction with senior international and domestic officials at the federal, state, and local levels. ∎ Environmental and Sustainability – Gained through significant, multi-year executive experience in the technology and logistics sector including leadership of the Technology Services division of Northrop Grumman where Dr. Jones was responsible for defining, funding, and executing the sector’s environmental and sustainability program. ∎ Dr. Jones also has experience in CEO/Executive Leadership, Finance and Accounting, and Governance/Board. |

  27. DIRECTOR NOMINEES

    | Norfolk Southern Corporation | 2025 Proxy Statement 19 |

  28. DIRECTOR NOMINEES

    | GILBERT H. LAMPHERE INDEPENDENT DIRECTOR SINCE: 2024 AGE: 72 COMMITTEES: ∎ Finance and Risk Management ∎ Human Capital Management and Compensation | RATIONALE FOR NOMINATION Mr. Lamphere’s extensive experience serving as a founder, public company board member, and operating executive across multiple influential companies in the railroad and transportation industries positions him to advise and oversee Norfolk Southern’s operations, finance, strategic, and safety initiatives. | | | EXPERIENCE MIDRAIL LLC ∎ Chairman (since 2016) ILLINOIS CENTRAL RAILROAD ∎ Chairman (1990 – 1998) MIDSOUTH RAIL CORPORATION ∎ Co-Founder (1988 – 1998) MORGAN STANLEY ∎ Vice President, Mergers & Acquisitions (1976 – 1981) | | | PUBLIC COMPANY BOARD DIRECTORSHIPS ∎ CSX (2008 – 2015) ∎ Florida East Coast Industries (2005 – 2007) ∎ Canadian National Railway Company (1998 – 2005) | | | KEY SKILLS AND EXPERTISE ∎ Finance and Accounting – Gained through nearly 40 years of experience as a principal investor and financier in rail industry and other private equity transactions. While on the Canadian National Railway Company board, Mr. Lamphere also served as the Chair of the Finance Committee. In addition to his experience overseeing mergers and acquisitions at Morgan Stanley, Mr. Lamphere also headed four successive, operationally-focused private equity firms. ∎ Transportation and Logistics, Operational Oversight – Acquired throughout an extensive career in the rail industry, serving as a board member of several public and private railroad companies. Mr. Lamphere led teams and boards that bought, managed, and changed operations at Illinois Central, MidSouth, Canadian National Railway Company, Florida East Coast and Southern Pacific. Mr. Lamphere played an important role as a financier supporting precision scheduled railroading, a strategy that has changed how railroads are run in the U.S. and Canada. ∎ Governance/Board – Demonstrated not only through his extensive experience on public and private company boards but also serving as Overseer of the Harvard School of Business Administration, a Trustee of the New York City Parks Foundation, and as Chairman of three educational institutions. ∎ Mr. Lamphere also has experience in CEO/Executive Leadership, Human Resources and Compensation, Risk Management, and Strategic Planning. |

  29. DIRECTOR NOMINEES

    | 20 2025 Proxy Statement | Norfolk Southern Corporation |

  30. DIRECTOR NOMINEES

    | CLAUDE MONGEAU INDEPENDENT CHAIR SINCE: 2024 INDEPENDENT DIRECTOR SINCE: 2019 AGE: 63 COMMITTEES: ∎ Executive (Chair) | RATIONALE FOR NOMINATION With more than 25 years of experience including as a former director and Chief Executive Officer at a Class I railroad, Mr. Mongeau has an extensive understanding of the industry and the operational, safety, strategic planning, environmental, and governmental and stakeholder relations challenges facing Norfolk Southern in the execution of our strategy. Mr. Mongeau’s extensive industry experience enables him to advise senior management and the Board on these issues, including during regular touchpoints with our operational leadership. | | | EXPERIENCE CANADIAN NATIONAL RAILWAY COMPANY ∎ President and Chief Executive Officer (2010 – 2016) ∎ Executive Vice President and Chief Financial Officer (2000 – 2009) ∎ Various roles including Vice President, Strategic and Financial Planning; Vice President Corporate Development (1994 – 2000) | | | PUBLIC COMPANY BOARD DIRECTORSHIPS ∎ Cenovus Energy Inc. (since 2016); Lead Independent Director (since 2023) ∎ Toronto-Dominion Bank (since 2015) ∎ TELUS Corporation (2017 – 2019) ∎ Canadian National Railway Company (2009 – 2016) | | | KEY SKILLS AND EXPERTISE ∎ Transportation and Logistics, CEO/Executive Leadership – Gained through experience as President and Chief Executive Officer of Canadian National Railway Company, through which Mr. Mongeau brings an extensive understanding of the industry and the operational and logistical considerations involved in running a national railroad company, including insights from his success in supply chain collaboration to boost overall efficiency. ∎ Governmental and Stakeholder Relations, Strategic Planning – Acquired through his experience interacting with transportation regulators as head of Canadian National Railway Company, where Mr. Mongeau was responsible for strategic planning and execution as one of the key architects of the railroad’s business transformation, including its IPO in 1995 and subsequent expansion as a leading North American railway. ∎ Risk Management, Safety – Gained during his time leading Canadian National Railway Company, where he was responsible for overseeing enterprise risk management and mitigation. In addition, Mr. Mongeau worked closely with regulators and key stakeholders in order to make Canadian National Railway Company’s already solid rail safety record even stronger. ∎ Environmental and Sustainability – Obtained through experience at a national railroad that utilized innovation to lower its carbon footprint and implemented initiatives to deploy its resources on a more sustainable basis. ∎ Finance and Accounting – Developed during his service in various senior leadership roles at Canadian National Railway Company including as Chief Financial Officer and as Vice President of Strategic and Financial Planning. ∎ Operational Oversight – Acquired during his tenure as President and Chief Executive Officer of Canadian National Railway Company, where Mr. Mongeau was responsible for executing the company’s operational and strategic plans, including the expansion of scheduled railroading operating principles to support customer-centric operations. ∎ Mr. Mongeau also has experience in Governance/Board, Human Resources and Compensation, and Marketing and Customer Experience. |

  31. DIRECTOR NOMINEES

    | Norfolk Southern Corporation | 2025 Proxy Statement 21 |

  32. DIRECTOR NOMINEES

    | LORI J. RYERKERK INDEPENDENT DIRECTOR SINCE: 2025 AGE: 62 COMMITTEES: ∎ Governance and Nominating ∎ Human Capital Management and Compensation | RATIONALE FOR NOMINATION Ms. Ryerkerk is the former chairman, chief executive officer, and president of Celanese Corp., a Fortune 500 global chemical and specialty materials company. Her extensive executive expertise in the energy industry including as a public company CEO, have demonstrated her ability to foster a culture of high performance and top-notch execution that positions her well to advise Norfolk Southern on matters related to safety, operations, and customer growth. | | | EXPERIENCE CELANESE CORP. ∎ President and Chief Executive Officer (2019 – 2024) | | | SHELL CORP. ∎ Executive Vice President, Global Manufacturing (2013 – 2018) ∎ Regional Vice President Manufacturing, Europe and Africa (2010 – 2013) HESS CORP. ∎ Senior Vice President, Refining, Supply and Terminals (2008 – 2010) EXXONMOBIL ∎ Manager, Government Relations and PA Business Support (2007 – 2008) ∎ Refinery Manager, Beaumont Refinery (2004 – 2007) ∎ Chairman, Managing Director, ExxonMobil Energy Ltd. (2002 – 2004) ∎ Various Ascending Positions (1984 – 2002) | | | PUBLIC COMPANY BOARD DIRECTORSHIPS ∎ Eaton Corp. (since 2020) ∎ Celanese Corp. (2019 – 2024); Chair (2020 – 2024) | | | KEY SKILLS AND EXPERTISE ∎ CEO/Executive Leadership – Developed across more than 30 years in the energy industry in increasingly senior roles and most recently demonstrated as the former chairman, chief executive officer, and president of Celanese Corp., a Fortune 500 global chemical and specialty materials company. Ms. Ryerkerk has been named as one of America’s Most Powerful Women in Business by Fortune. ∎ Operational Oversight – Gained through extensive experience leading global operations and managing complex supply chain systems. Ms. Ryerkerk has demonstrated operational excellence and value creation at large, complex manufacturing organizations, leading thousands of employees and multibillion dollar budgets at Shell, Hess, ExxonMobil, and Celanese. ∎ Environmental and Sustainability – Developed across her extensive career, including publication of ExxonMobil’s first environmental, health and safety report, involvement in the establishment of guidelines for the calculation of greenhouse gas emissions by American Petroleum Institute, and overseeing Celanese’s deign and operationalization of sustainability targets and priorities. ∎ Governmental and Stakeholder Relations – Acquired representing multiple companies and industries through trade associations and governmental committees both globally and domestically, including experience as the head of government relations and public affairs for the world’s largest energy company and experience in trade association leadership. ∎ Human Resources and Compensation – Demonstrated by her service on the Eaton Corp. board where Ms. Ryerkerk serves as the Chair of the Compensation and Organization Committee. ∎ Marketing and Customer Experience – Ms. Ryerkerk also brings the perspective, from her time at Celanese, of a Norfolk Southern customer. Her strong operational acumen and insights as a large rail customer will be tremendous assets as we continue establishing a disciplined and operationally led network to drive long-term growth and deliver exceptional service to our customers. ∎ Ms. Ryerkerk also has experience in Governance/Board, Risk Management, Strategic Planning, Finance and Accounting, and Transportation and Logistics. |

  33. DIRECTOR NOMINEES

    | 22 2025 Proxy Statement | Norfolk Southern Corporation |

  34. COMPENSATION OF DIRECTORS

    COMPENSATION OF DIRECTORS

  35. 2024 Non-Employee Director Compensation Table

    2024 Non-Employee Director Compensation Table

  36. 2024 Non-Employee Director Compensation Table

    | Name (1) | Fees Earned or Paid in Cash ($)(2) | Stock Awards ($)(3) | Change in Pension Value and Nonqualified Deferred Compensation Earnings ($)(4) | All Other Compensation ($)(5) | Total ($) | | Richard H. Anderson | 105,000 | 113,979 | | 5,000 | 223,979 | | William Clyburn, Jr. | 90,000 | 113,979 | | 5,000 | 208,979 | | Philip S. Davidson | 165,000 | 179,725 | | 5,000 | 349,725 | | Francesca A. DeBiase | 180,000 | 179,725 | | | 359,725 | | Marcela E. Donadio | 140,000 | 179,725 | | 7,500 | 327,225 | | Sameh Fahmy | 90,000 | 113,979 | | | 203,979 | | Mary Kathryn ”Heidi” Heitkamp | 90,000 | 113,979 | | | 203,979 | | John C. Huffard, Jr. | 192,000 | 179,725 | | | 371,725 | | Christopher T. Jones | 140,000 | 179,725 | | 5,000 | 324,725 | | Thomas “Colm” Kelleher | 140,000 | 179,725 | | | 319,725 | | Gilbert H. Lamphere | 90,000 | 113,979 | | 12,500 | 216,479 | | Claude Mongeau | 195,000 | 241,670 | | | 436,670 | | Thomas D. Bell, Jr. (6) | 75,000 | 179,725 | | | 254,725 | | Mitchell E. Daniels, Jr. (6) | 80,000 | 179,725 | | | 259,725 | | Steven F. Leer (6) | 60,000 | 179,725 | 23,726 | 5,000 | 268,451 | | Michael D. Lockhart (6) | 60,000 | 179,725 | | | 239,725 | | Amy E. Miles (6) | 110,000 | 279,046 | | | 389,046 | | Jennifer F. Scanlon (6) | 70,000 | 179,725 | | 5,000 | 254,725 | | John R. Thompson (6) | 70,000 | 179,725 | | 11,000 | 260,725 |

  37. 2024 Non-Employee Director Compensation Table

    | (1) As our CEOs during 2024, neither Mr. George nor Mr. Shaw received additional compensation for their service as a director. For compensation information for Mr. George and Mr. Shaw, see the Summary Compensation Table beginning on page 82. Ms. Ryerkerk is not listed as she joined the Board in January 2025. |

  38. 2024 Non-Employee Director Compensation Table

    | (2) Includes amounts elected to be received on a deferred basis pursuant to the Directors’ Deferred Fee Plan. For a discussion of this plan, as well as our other director compensation plans, see the narrative discussion below. For directors Anderson, Clyburn, Fahmy, Heitkamp, and Lamphere, fees represent the amount paid for service beginning in May 2024. |

  39. 2024 Non-Employee Director Compensation Table

    | (3) Represents the grant date fair value computed in accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 718 of the restricted stock units granted to those directors then in office pursuant to our Long-Term Incentive Plan (the “LTIP”) on January 30, 2024. Additional grants were awarded to Amy Miles on January 30, 2024, and Claude Mongeau on July 29, 2024, in connection with their service as independent Board Chair. Mr. Anderson, Mr. Clyburn, Mr. Fahmy, Ms. Heitkamp, and Mr. Lamphere received a pro-rated grant on July 29, 2024, in connection with their appointment to the Board. All of the restricted stock units granted to our directors under the LTIP are vested upon grant and acceptance of the award, but are subject to a restriction period of one year and, depending on the director’s election, may be subject to a retention period that ends upon the director’s termination of service. |

  40. 2024 Non-Employee Director Compensation Table

    | Norfolk Southern Corporation | 2025 Proxy Statement 43 |

  41. 2024 Non-Employee Director Compensation Table

    | (4) Represents the amounts by which 2024 interest accrued on fees deferred prior to 2001 by Mr. Leer under the Directors’ Deferred Fee Plan exceeded 120% of the applicable Federal long-term rate provided in Section 1274(d) of the Internal Revenue Code. |

  42. 2024 Non-Employee Director Compensation Table

    | (5) Represents the dollar amounts we contributed to charitable organizations on behalf of directors pursuant to our matching gift programs. |

  43. 2024 Non-Employee Director Compensation Table

    | (6) Mr. Bell, Mr. Daniels. Mr. Leer, Mr. Lockhart, Ms. Miles, Ms. Scanlon, and Mr. Thompson served on the Board until voting results for the 2024 Annual Meeting were certified. |

  44. Narrative to Non-Employee Director Compensation

    Narrative to Non-Employee Director Compensation Below is a discussion of the material factors necessary to an understanding of the compensation disclosed in the above table. How We Set Director Compensation. For 2024, the Human Capital Management and Compensation Committee and the Board of Directors determined the annual compensation of non-employee directors. Directors who are executives of the Company receive no compensation for their Board service. The Committee consults with its compensation consultant on the director compensation program and reviews survey information to determine whether changes are advisable. The Committee reviews a comparison to the market amount of compensation paid to directors serving on boards of similar companies and reviews the allocation of this compensation between cash retainer and equity grants. In general, the Human Capital Management and Compensation Committee and the Board seek to make any changes to non-employee director compensation in a gradual and incremental fashion. The Company pays for or reimburses directors for expenses related to attending Board and committee meetings, director education programs, and other company business meetings. Fees. In 2024, each member of the Board received a quarterly fee of $30,000 for service on the Board and its standing committees. Directors who served as committee chairpersons received an additional quarterly fee of $5,000 for such service. The independent Chair received an additional quarterly fee of $25,000. Members of the Special Litigation Committee (a temporary special purpose committee that was formed during 2023 and that is still reviewing litigation matters specific to the East Palestine incident) each received an additional monthly fee of $5,000, and the chairperson of that Committee received an additional monthly fee of $6,000. Directors’ Deferred Fee Plan. A director may elect to defer receipt of all or a portion of the director’s compensation. Amounts deferred are credited to a separate account maintained in the name of each participating director. Five directors elected to defer compensation that would have been payable in 2024 into the Directors’ Deferred Fee Plan. Deferred amounts are credited with variable earnings and/or losses based on the performance of hypothetical investment options selected by the director. The hypothetical investment options include NS stock units and various mutual funds as crediting indices. Norfolk Southern stock units are phantom units whose value is measured by the market value of shares of our common stock, but the units will be settled in cash, not in shares of stock. These amounts will be distributed in accordance with the director’s elected distribution option in one lump sum or a stream of annual cash payments over 5, 10, or 15 years. Our commitment to accrue and pay interest and/or earnings on amounts deferred is facilitated by the purchase of corporate-owned life insurance. If the Board of Directors determines at any time that changes in the law affect our ability to recover the cost of providing the benefits payable under the Directors’ Deferred Fee Plan, the Board may reduce the interest and/or earnings on deferrals to a rate not less than one half the rate otherwise provided for in the Directors’ Deferred Fee Plan. Long-Term Incentive Plan. Each of our non-employee directors was granted restricted stock units (RSUs) effective on January 30, 2024, or in the case of Mr. Anderson, Mr. Clyburn, Mr. Fahmy, Ms. Heitkamp, and Mr. Lamphere, on July 29, 2024, in connection with their appointment to the Board. Ms. Miles received an additional award of RSUs on January 30, 2024, in connection with her service as Board Chair, and Mr. Mongeau received a prorated award on July 29, 2024, for his service as Board Chair. Each RSU represents the economic equivalent of one share of our common stock, and will be settled in shares of our stock. Each director is offered a choice as to the form for settlement of shares for the restricted stock unit award between (1) distribution one year after grant, with cash dividend equivalent payments made on the restricted stock units in an amount equal to, and commensurate with, regular quarterly dividends paid on our common stock, or (2) distribution upon leaving the Board, either in a lump sum or in ten annual distributions in accordance with the director’s prior election, with the award credited with dividend equivalents as dividends are paid on our common stock and the dividend equivalents converted into additional RSUs or fractions thereof based on the fair market value of our stock on the dividend payment date. Under the LTIP, if a new non-employee director is appointed after the date of the plan awards for the year, the new director will receive an award under the same terms as made to other non-employee directors for the year but with the amount of the award prorated based on the number of days remaining in the year that the individual became a director. Mr. Anderson, Mr. Clyburn, Mr. Fahmy, Ms. Heitkamp, and Mr. Lamphere received equity awards on July 29, 2024, in accordance with this protocol. Directors’ Charitable Award Program. Each director who has served for one year is entitled to nominate up to five tax-exempt institutions to receive, in the aggregate, up to $500,000 from Norfolk Southern following the director’s death. Directors are entitled to designate up to $100,000 per year of service until the $500,000 cap is reached. Following the director’s death, we will distribute the donations in five equal annual installments.

  45. Narrative to Non-Employee Director Compensation

    | 44 2025 Proxy Statement | Norfolk Southern Corporation |

  46. Narrative to Non-Employee Director Compensation

    The Directors’ Charitable Award Program supports our long-standing commitment to contribute to educational, cultural, and other charitable institutions and to encourage others to do the same. We fund some of the charitable contributions made under the program out of general corporate assets, and some of the charitable contributions with proceeds from life insurance policies we purchased before 2011 on some of the directors’ lives. We are the owner and beneficiary of these policies, and the directors have no rights to any policy benefits. Upon directors’ deaths, we receive these life insurance death benefits free of income tax, which provide a source from which we can be reimbursed for donations made under the program. No premiums were paid for these life insurance policies after 2019. Because we make the charitable contributions (and are entitled to the related deduction) and are the owner and the beneficiary of the life insurance policies, directors receive no direct financial benefit from this program. In the event the proceeds from any of these policies exceed the donations we are required to make under the program, we contribute the excess proceeds to the Norfolk Southern Foundation. Amounts the Norfolk Southern Foundation receives under this program may reduce what we otherwise would contribute from general corporate resources to support the Foundation’s activities. Share Ownership Guidelines and Holding Requirements for Directors. Our Board of Directors has established as part of our Corporate Governance Guidelines that each non-employee director should own shares of Norfolk Southern stock equal to at least $600,000 (i.e., five times the annual amount of quarterly fees paid for service on the Board and its standing committees). The Board of Directors believes this stock ownership guideline is reasonable and aligns director and shareholder interests. Norfolk Southern common stock, restricted stock, and deferred and restricted stock units held in Norfolk Southern’s LTIP count toward this guideline. Directors may acquire such holdings over a five-year period. All directors currently meet this guideline or are expected to meet the guideline within the five-year period. Our Board has also established Stock Holding Requirements for our directors under our Corporate Governance Guidelines that stipulate that a director is required to retain all net shares received from the Company until such time as the applicable stock ownership requirement has been met.

  47. Narrative to Non-Employee Director Compensation

    | Norfolk Southern Corporation | 2025 Proxy Statement 45 |

  48. ENHANCED SHAREHOLDER OUTREACH AND RESPONSIVE ACTIONS TAKEN TO ADDRESS KEY CONCERNS FOLLOWING FAILED 2024 SAY-ON-PAY VOTE

    ENHANCED SHAREHOLDER OUTREACH AND RESPONSIVE ACTIONS TAKEN TO ADDRESS KEY CONCERNS FOLLOWING FAILED 2024 SAY-ON-PAY VOTE The Company and the Committee were determined to meaningfully respond to last year’s disappointing Say-on-Pay vote. As a result, at its first meeting immediately following the failed Say on Pay vote, the Board refreshed Committee membership by appointing three out of four new Committee members, and Committee leadership by electing Richard Anderson as Committee Chair, given his significant executive compensation expertise having previously served as the CEO of three companies in the transportation industry and on the compensation committees of two publicly held companies. The refreshed Committee responded in turn by taking the following actions: See “2024 Say-On-Pay Vote, Shareholder Outreach, and Engagement” on page 52 for further detail on our enhanced shareholder outreach efforts, specific feedback received, and all responsive actions taken by the Committee. STRONG FINANCIAL, SERVICE, AND SAFETY PERFORMANCE DROVE 2024 ANNUAL INCENTIVE AWARDS; ULTIMATE AWARD REDUCED 17% BY INCLUDING THE IMPACT OF THE EAST INCIDENT As set forth on pages three and 60, 2024 was a year of significant progress for the Company from a financial, service, safety, and governance perspective. This strong performance, particularly with respect to Operating Ratio, Operating Income, intermodal service, and our industry-leading mainline train accident rate, drove 2024 annual incentive plan payouts of 92.5% of the incentive opportunities for our eligible Named Executive Officers (NEOs). As noted above, the Committee pivoted to include the impact of the East Palestine incident when calculating this award to ensure alignment between executive pay outcomes and the outcomes experienced by our shareholders and other stakeholders during 2024. Please see page 70 for more detail on the performance driving these 2024 awards.

  49. ENHANCED SHAREHOLDER OUTREACH AND RESPONSIVE ACTIONS TAKEN TO ADDRESS KEY CONCERNS FOLLOWING FAILED 2024 SAY-ON-PAY VOTE

    2022-2024 PSUs BELOW-TARGET PAYOUT DRIVEN BY ROAIC AND TSR PERFORMANCE; ULTIMATE AWARD REDUCED 16% BY INCLUDING THE IMPACT OF THE EAST PALESTINE INCIDENT Demonstrating alignment with the shareholder experience since 2022, the PSUs for the 2022-2024 performance cycle paid out at 37.5% of opportunity driven by below-target ROAIC performance in the last two fiscal years. This payout also reflects a 25% reduction due to our TSR performance relative to the S&P 500 Industrials Index companies over the performance period. As noted above, the Committee’s decision to include the impact of the East Palestine incident when calculating PSU outcomes for 2024 resulted in a 16% reduction in the overall award. See pages 74-76 for more detail on the performance underlying this award.

  50. INCENTIVE PROGRAM SUPPORTS OUR STRATEGY TARGETING SAFE SERVICE, PRODUCTIVITY, AND SMART GROWTH

    INCENTIVE PROGRAM SUPPORTS OUR STRATEGY TARGETING SAFE SERVICE, PRODUCTIVITY, AND SMART GROWTH Our short- and long-term incentive programs are tied to our balanced shareholder value creation strategy. We updated the annual incentive metrics in early 2024 to focus on key drivers of safe, smart and sustainable growth through the combination of operating ratio, operating income, and annual revenue financial goals, as well as two measures of reliable customer service (that we use internally to measure performance) and two separate safety metrics (that we publicly report to our regulators and are used across the industry to measure safety performance). The 2022-2024 PSU program is intended to motivate long-term productivity and growth through a three-year after-tax ROAIC performance metric, and incorporates an additional revenue growth modifier and relative TSR modifier to further incentivize sustainable growth relative to our Class I railway and broader industry peers. Our long-term incentives, including PSUs, stock options, and RSUs, are tied to our common stock value, incentivizing our executives to successfully execute this strategy.

  51. INCENTIVE PROGRAM SUPPORTS OUR STRATEGY TARGETING SAFE SERVICE, PRODUCTIVITY, AND SMART GROWTH

    | Annual Incentives | Long-term Incentives | | PRODUCTIVITY Including operating ratio (30%) and operating income (25%) as our highest-weighted metrics, representing our continued focus on accretive margins and continuous productivity improvements. SMART AND SUSTAINABLE GROWTH Our relentless focus on smart and sustainable growth is supported by the inclusion of top-line annual revenue (15%) as our third financial metric. SAFE, RELIABLE, AND RESILIENT SERVICE Our merchandise on-time delivery (10%) and intermodal composite (10%) goals incentivize customer-centric service, and represent two primary metrics we use internally to measure our performance. Two safety metrics FRA injury rate (5%) and FRA reportable train accident rate (5%) support our focus on providing safe and reliable service and serve as publicly reported industry-wide standards to measure safety performance. | PRODUCTIVITY Utilizing ROAIC as our primary long-term metric incentivizes long-term productivity and promotes efficient long-term capital utilization. SMART AND SUSTAINABLE GROWTH Relative TSR and relative revenue growth modifiers ensure our pay outcomes incentivize growth outperformance relative to our industry peers and require both long-term, top-line revenue growth and competitive shareholder return. SAFE, RELIABLE, AND RESILIENT SERVICE All three long-term performance measures incentivize safe, reliable and resilient service as reflected in our financial and relative TSR performance measures. |

  52. INCENTIVE PROGRAM SUPPORTS OUR STRATEGY TARGETING SAFE SERVICE, PRODUCTIVITY, AND SMART GROWTH

    | Norfolk Southern Corporation | 2025 Proxy Statement 59 |

  53. COMPENSATION PROGRAM OVERVIEW

    | COMPENSATION ELEMENT | PURPOSE | CEO WEIGHTING | AVERAGE NEO WEIGHTING | KEY FEATURES | | Base Salary | Attract and retain executive talent through a fixed level of competitive base pay | | | ∎ Generally set to approximate the median of the peer group, but may be adjusted based on an executive’s performance, expertise, tenure, and scope of responsibilities relative to market benchmarks | | Annual Incentive (see pages 68 – 71 for more information) | Incentivize and reward annual performance on key financial, service, and safety metrics of company success | | | ∎ Payouts between 0–150% of incentive opportunity based on performance against seven key measures of financial, customer, and safety performance | | Long-Term Incentives (see pages 71 – 77 for more information) | Reward long- term performance, align incentives with shareholder value, and retain key executives | | | ∎ Awards composed of three vehicles – PSUs, RSUs, and stock options – to provide exposure to different aspects of shareholder value creation ∎ PSUs pay out between 0–250% of target based on performance on long-term return on capital, relative revenue growth, and relative shareholder returns ∎ PSUs vest after a three-year performance period ∎ RSUs and stock options vest ratably over four years |

  54. COMPENSATION GOVERNANCE

    | Human Capital Management and Compensation Committee ∎ Reviews our overall compensation strategy and executive compensation programs and levels. ∎ Makes decisions on the compensation paid to our executive officers, including newly promoted or newly hired executive officers, considering, among other factors, market data, experience, scope of role, and executive performance. ∎ Works closely with its independent compensation consultant throughout the year to develop the executive compensation program and to align pay with business strategy and market practice among peers. ∎ Acts independently of management to retain advisors to assist in decision making, as appropriate. ∎ Annually reviews the performance of the President & CEO and other NEOs. ∎ Considers both its own and the President & CEO’s assessment of NEO performance. ∎ Leads the Company’s efforts responding to Say-on-Pay voting outcomes, including direct engagements led by the Chair of the Committee to receive direct feedback. | Independent Compensation Consultant: Advisory Actions in 2024 ∎ Assisted in evaluating 2024 Say-on-pay voting results and articulating processes to meaningfully address such results. ∎ Conducted a comprehensive benchmarking analysis for the Committee, providing feedback on how Company policies and practices aligned with its industry peers, including recommending targeted responsive steps to correct any issues on a near and long-term basis. ∎ Assisted in reviewing and analyzing shareholder feedback received from the Company’s offseason engagement efforts that related to the executive compensation program. ∎ Advised on the compensation packages provided to our new President & CEO, and other newly promoted or hired NEOs and officers. ∎ Conducted market pay assessments of our compensation levels relative to both the competitive market and our compensation philosophy, including identifying and reviewing available market benchmark positions and pay data. ∎ Advised on updates to the annual incentive program and PSU awards to more closely align with market practice and motivate achievement of the company’s strategic goals. ∎ Advised on updates to the Company’s executive share ownership guidelines and share retention requirements. ∎ Reviewed and advised the committee on emerging regulations, trends, and issues in executive compensation. Aside from advising the Governance and Nominating Committee on its recommendations regarding outside director compensation for 2025, neither our current consultant FW Cook nor our prior consultant Pay Governance LLC provides services to Norfolk Southern other than those provided at the request of the Committee. At the Committee’s request, the consultant attends Committee meetings and provides recommendations regarding individual pay and executive compensation program design. The Committee considered the independence of our current consultant FW Cook, as well as our prior consultant Pay Governance LLC, under applicable SEC rules and the listing standards of the SEC and, following review of a report provided by each of FW Cook and Pay Governance LLC regarding the independence factors under such rules, determined that the engagement of neither FW Cook nor Pay Governance LLC raises any conflicts of interest. | | Coordination with Board and Other Committees ∎ Works with the Board to make key compensation decisions, including on executive officer salaries. ∎ Coordinates with the Safety Committee to design compensation program metrics relating to safety. ∎ Evaluates with the Audit Committee the impact of financial results on the executive compensation program. | |

  55. PEER GROUPS

    PEER GROUPS The Committee monitors the continuing appropriateness of the peer group companies used in evaluating various components of executive compensation. The Committee continues to believe that it is important to focus on a peer group of the other North American Class I railroads or their holding companies (“Class I Railroads Peer Group”) because we are in direct competition with those companies for key executive talent. The Committee also recognizes the market we compete in for many executive positions extends to other industrial companies of comparable size to Norfolk Southern, and also references pay levels at comparable industrial companies (the “Industrials Peer Group”). At the time that the Committee reviewed market compensation levels for this peer group, Norfolk Southern ranked at the 30th percentile of this group in annual revenue, at the 45th percentile in market capitalization, and at the 90th percentile in total assets. In November 2023, the Committee reviewed compensation data provided by its independent compensation consultant for the Industrials Peer Group, as well as for the Class I Railroads Peer Group as part of its annual review of benchmark compensation data, and in preparation for its decisions on officer compensation made in January 2024. The chart below reflects the 2024 peer groups.

  56. PEER GROUPS

    | PEER GROUP | DESCRIPTION | | YEAR-OVER-YEAR CHANGES FROM 2023 TO 2024 | | Industrials Peer Group (20 companies) | Companies in the industrials sector of a comparable size and complexity to Norfolk Southern, used to provide robust market data on executive pay levels and design. | | No change | | | Burlington Northern Santa Fe, LLC Canadian Pacific Kansas City Limited CSX Corporation Eaton Corporation plc Illinois Tool Works Inc. L3Harris Technologies, Inc. Parker-Hannifin Corporation Textron Inc. Waste Management, Inc. XPO, Inc | Canadian National Railway Company Carrier Global Corporation Dover Corporation Fortive Corporation Johnson Controls International plc Otis Worldwide Corporation Republic Services, Inc. Trane Technologies, plc Westinghouse Air Brake Technologies Corporation Xylem Inc. | | | Class I Railroads Peer Group (Five companies) | The other Class I North American railroads against which we directly compete for talent; compensation practices are selectively considered as inputs to our own programs, and we measure our growth rate relative to this group to potentially modify PSU payouts. | | No change | | | Burlington Northern Santa Fe, LLC Canadian Pacific Kansas City Limited Union Pacific Corporation | Canadian National Railway Company CSX Corporation | |

  57. PEER GROUPS

    | 64 2025 Proxy Statement | Norfolk Southern Corporation |

  58. FACTORS CONSIDERED WHEN SETTING COMPENSATION

    | ∎ | each officer’s performance, experience, qualifications, and responsibilities, and, for newly hired officers, competitive pay, including pay appropriate to encourage acceptance of our offer of employment; |

  59. FACTORS CONSIDERED WHEN SETTING COMPENSATION

    | ∎ | current and historical salary levels, targeted annual incentive opportunities, and long-term incentive awards; |

  60. FACTORS CONSIDERED WHEN SETTING COMPENSATION

    | ∎ | comparative market data, provided by the independent compensation consultant, as a guideline. In 2024, the Committee considered total direct compensation (salary plus target annual incentive plus the expected value of long-term incentive awards) relative to the 50th percentile for the CEO and the other NEOs as compared to the peer groups; |

  61. FACTORS CONSIDERED WHEN SETTING COMPENSATION

    | ∎ | the advice of its independent compensation consultant. |

  62. LEADING COMPENSATION GOVERNANCE PRACTICES

    | PAY-FOR-PERFORMANCE COMPENSATION PROGRAM | Predominantly at-risk and performance-based, with majority of incentives in the form of long-term incentives that foster alignment with shareholder interests | | ACCOUNTABLE TO SHAREHOLDERS | Annual Say-on-Pay vote and robust ongoing shareholder engagement to drive specific, responsive actions | | ALIGNED WITH SHAREHOLDER EXPERIENCE | No stock option repricing, reloads, cash buyouts, or exchanges without shareholder approval, as prohibited by our equity incentive plan | | COMPREHENSIVE CLAWBACK POLICIES | Covers financial restatements and supplemental policy covers misconduct and reputational harm and applies to both time- and performance-based incentives | | FORMULAIC INCENTIVE PLAN DESIGN | Supported by transparent disclosure of performance thresholds, target, and maximum levels, and achieved results for the annual and long-term incentives | | PROHIBIT HEDGING AND PLEDGING | No hedging of Norfolk Southern securities by our Executive Officers or directors; and no pledging by our Executive Officers | | STOCK OWNERSHIP GUIDELINES FOR EXECUTIVE OFFICERS AND DIRECTORS | Stock ownership guidelines of 6x salary for CEO, 3x salary for EVPs, and 5x annual fee for directors | | SHARE RETENTION REQUIREMENTS | Requires 100% of net shares received through the compensation program to be retained by our directors and officers until the applicable ownership requirement noted above has been met | | AT-WILL EMPLOYMENT | No individual employment agreements or individual supplemental retirement plans | | DOUBLE-TRIGGER CHANGE- IN-CONTROL PAYMENTS | No single-trigger change-in-control benefits | | NO GROSS-UPS | No excise tax gross-ups on change-in-control benefits | | INDEPENDENT COMPENSATION CONSULTANT | The Committee directly retains an independent compensation consultant that performs no services for the Company other than those for the Committee or, solely with respect to 2025 outside director compensation recommendations, the Governance and Nominating Committee | | LIMITED PERQUISITES | We do not provide significant perquisites for Executive Officers or directors |

  63. 2024 COMPENSATION DECISIONS AND OUTCOMES

    | ∎ | Reviewed and established the terms of our 2024 annual incentive and long-term incentive award programs. |

  64. 2024 COMPENSATION DECISIONS AND OUTCOMES

    | ∎ | Conducting a detailed selection process to retain a new independent compensation consultant to advise the refreshed Committee in reviewing the overall compensation program and practices; |

  65. 2024 COMPENSATION DECISIONS AND OUTCOMES

    | ∎ | Conducting a refreshed benchmarking comparison exercise to see how Norfolk Southern’s executive compensation program compares to its Class I Railroad and broader industry peers, including with respect to overall program structure, and incentive metrics and weightings used, with particular emphasis placed on PSUs given their importance during the most recent Say-on-Pay voting result; and |

  66. Base Salaries

    Base Salaries The Board establishes competitive base salaries for our executive officers to attract and retain key executive talent. The Committee reviews the NEOs’ base salaries annually and periodically makes recommendations to our Board of Directors to adjust salaries based on market data, individual performance, experience, changes in position or responsibilities, or for other circumstances. After the Committee’s annual salary review in January 2024, the Committee recommended and the Board approved an increase in Mr. George’s salary as Executive Vice President & Chief Financial Officer to $750,000 (an 11.1% increase) to more appropriately position him based on comparisons of total direct compensation for chief financial officers among the peer group companies. The Committee did not recommend any other salary adjustments for the NEOs at that time. In September 2024, in connection with his promotion to President & Chief Executive Officer, the Committee recommended and the Board approved an increase in Mr. George’s base salary to $1,000,000 to reflect his increased role. In September 2024, in connection with his promotion to Executive Vice President, Chief Financial Officer & Treasurer, the Committee recommended and the Board established Mr. Zampi’s base salary at $600,000, which was based on a review for chief financial officers at our peer companies, reflected his increased role, and aligned with the base salaries of certain of our other Executive Vice Presidents. The 2024 base salaries for the NEOs other than Mr. George and Mr. Zampi, and the changes from their prior salaries (as applicable) are as follows:

  67. 2024 ANNUAL INCENTIVES

    2024 ANNUAL INCENTIVES

  68. 2024 ANNUAL INCENTIVES

    | NEW IN 2024 | ∎ Recalibrated the annual incentive program design to support our balanced strategy following meaningful shareholder feedback and advice from its independent compensation consultant ∎ Reintroduced the operating ratio metric with a weighting of 30% to reinforce management’s focus on margin improvement as compared to the Company’s Class I railroad peers; reweighted the operating income and annual revenue metrics from 40% to 25% and from 30% to 15%, respectively, to continue to reinforce productivity improvements and revenue growth while allowing room for reintroduction of this previously used metric ∎ Retained two measures of reliable customer service and two publicly reported safety measures that are widely used in the industry to measure performance |

  69. 2024 ANNUAL INCENTIVES

    | 68 2025 Proxy Statement | Norfolk Southern Corporation |

  70. 2024 ANNUAL INCENTIVES

    | 2024 ANNUAL INCENTIVE PAYOUT | Following the 2024 Say-on-Pay vote, the Committee elected, after significant engagement to gather shareholder input, to pivot from prior-year practice and include the impact of the East Palestine incident when calculating the 2024 annual incentive awards for the NEOs, with such decision resulting in a 17% reduction in the payout received, which ultimately was calculated at 92.5% of the compensation opportunity. |

  71. 2024 ANNUAL INCENTIVES

    Each of our NEOs participates in our annual Executive Management Incentive Plan (the “EMIP”), which is designed to compensate executives based on achievement of annual corporate performance goals. For 2024, the Committee established the following annual incentive opportunities for the NEOs:

  72. 2024 ANNUAL INCENTIVES

    | NAMED EXECUTIVE OFFICER | ANNUAL INCENTIVE OPPORTUNITY (% OF SALARY) | TARGET PERFORMANCE LEVEL | | ANNUAL INCENTIVE AT TARGET PERFORMANCE (% OF SALARY) | ANNUAL INCENTIVE AT TARGET PERFORMANCE LEVEL ($) | RANGE OF POTENTIAL PAYOUTS ($) | | Mark R. George(1) | 180% | X 67% | = | 121% | 994,008 | 0–2,225,391 | | Jason A. Zampi(2) | 122% | X 67% | = | 82% | 341,465 | 0–764,475 | | John F. Orr(3) | 150% | X 67% | = | 101% | 753,750 | 0–1,687,500 | | Anil Bhatt(4) | 150% | X 67% | = | 101% | 242,494 | 0–542,898 | | Claude E. Elkins | 135% | X 67% | = | 90% | 542,700 | 0–1,215,000 | | Alan H. Shaw(5) | 225% | X 67% | = | 151% | 1,658,250 | 0–3,712,500 | | Paul B. Duncan(6) | 135% | X 67% | = | 90% | 565,313 | 0–1,265,625 |

  73. 2024 ANNUAL INCENTIVES

    | (1) Mr. George was elected as President & CEO on September 11, 2024. The amounts above reflect his combined salary and his annual incentive opportunities as Executive Vice President & CFO (150%) and as President & CEO (225%). |

  74. 2024 ANNUAL INCENTIVES

    | (2) Mr. Zampi was elected as Executive Vice President & Chief Financial Officer in September 2024 and as Senior Vice President, Finance & Treasurer in August 2024. The amounts above reflect his combined salary and his annual incentive opportunities as Vice President (100%), Senior Vice President, Finance & Treasurer (120%), and Executive Vice President & CFO (150%). |

  75. 2024 ANNUAL INCENTIVES

    | (3) Mr. Orr was elected as Executive Vice President & Chief Operating Officer on March 20, 2024. |

  76. 2024 ANNUAL INCENTIVES

    | (4) Mr. Bhatt was elected as Executive Vice President & Chief Information & Digital Officer on August 19, 2024. |

  77. 2024 ANNUAL INCENTIVES

    | (5) Mr. Shaw was terminated effective September 11, 2024, for Cause, with no annual incentive paid in connection with such termination. |

  78. 2024 ANNUAL INCENTIVES

    | (6) Mr. Duncan was terminated without cause on March 31, 2024. The amounts above reflect the potential awards established for Mr. Duncan at the start of 2024. Please see the Potential Payments Upon Termination or Change in Control table beginning on page 93 for a description of the amounts Mr. Duncan was awarded in connection with his termination. |

  79. 2024 ANNUAL INCENTIVES

    As noted above, in response to significant shareholder feedback, and to further emphasize margin improvement as compared to our Class I railroad peers, the Committee reintroduced the operating ratio metric into the 2024 EMIP, while continuing to use the same metrics as used in the immediately preceding year to emphasize a balanced approach of safely delivering reliable service, driving continuous productivity improvement, and propelling smart and sustainable growth. More specifically, the annual incentive plan supports safe operations through performance goals for FRA injury rate and FRA train accident rate; customer service through goals for merchandise on-time delivery and an intermodal composite measure; productivity through operating ratio and operating income goals; and smart, sustainable growth through the combination of revenue and operating income goals.

  80. 2024 ANNUAL INCENTIVES

    | Norfolk Southern Corporation | 2025 Proxy Statement 69 |

  81. 2024 Annual Incentive Outcomes

    2024 Annual Incentive Outcomes After the end of the year, the Committee determines the extent to which the performance goals were met. The performance-based annual incentive paid to each officer is then calculated by multiplying the officer’s salary paid in the prior year by that officer’s annual incentive opportunity and percentage achievement of the corporate performance goals. The Committee may reduce the annual incentive paid to any executive based on individual performance. For 2024, the Committee did not make any adjustments to the annual incentive payout based on individual performance. For 2024, the performance under the annual incentive plan achieved was 92.5% of target, resulting from performance above the maximum level for the operating ratio and intermodal service metrics, performance between target and maximum for the operating income and reportable train accident metrics, performance between threshold and target for the merchandise delivery metric, and below-threshold performance for the annual revenue and reportable injury rate metrics. The corporate performance metrics, performance levels for each metric (threshold, target, and maximum performance levels) and results for the 2024 annual incentive are detailed below:

  82. 2024 Annual Incentive Outcomes

    | | | | GOALS AND ACHIEVEMENT(1) | | | | | TYPE OF METRIC | DESCRIPTION | MEASURE | THRESHOLD (30%) | TARGET (67%) | MAXIMUM (150%) | ACHIEVEMENT LEVEL (% OF TARGET) | | FINANCIAL 70% | Our continued focus on productivity is reflected in the emphasis on operating ratio and operating income, and our inclusion of revenue reflects our balanced approach to safe service, productivity, and growth | Operating Ratio 30% | | | | 150.0% | | | | Operating Income 25% | | | | 74.4% | | | | Annual Revenue 15% | | | | 0.0% | | CUSTOMER SERVICE 20% | These metrics were selected to incentivize execution of our customer-centric, operations-driven approach to improving service levels as a platform for growth | Merchandise On-Time Delivery 10% | | | | 64.1% | | | | Intermodal Composite 10% | | | | 150.0% | | SAFETY 10% | The selected safety performance measures are key indicators of success related to our employees and the communities in which we operate | FRA Reportable Injury Rate 5% | | | | 0.0% | | | | FRA Reportable Train Accident Rate 5% | | | | 149.0% | | Annual Incentive Payout Level | | | | | | 92.5% |

  83. 2024 Annual Incentive Outcomes

    | (1) Based on shareholder feedback to align with the interests of our shareholders, the Committee included the impact of the East Palestine incident when calculating awards under our 2024 annual incentive program. The cumulative impact of the Committee’s decisions were payouts that were 17% less than had such impact been excluded. Please see “Non GAAP Financial Measures” for a reconciliation of GAAP Operating Ratio and Operating Income to the totals used above for calculation of the 2024 annual incentive awards. |

  84. 2024 Annual Incentive Outcomes

    | 70 2025 Proxy Statement | Norfolk Southern Corporation |

  85. 2024 Annual Incentive Outcomes

    Annual incentive award targets and payout ranges for 2024, as well as the actual annual incentive award payouts for each of the NEOs for 2024 (following the Committee’s affirmative decision to pivot from prior practice and include the impact of the East Palestine incident as part of these calculations), are:

  86. 2024 Annual Incentive Outcomes

    | NAMED EXECUTIVE OFFICER | ANNUAL INCENTIVE OPPORTUNITY(1) ($) | CORPORATE PERFORMANCE FACTOR (%) | | PAYOUT EARNED ($) | | Mark R. George | 1,483,594 | X 92.5 | = | 1,372,325 | | Jason A. Zampi | 560,217 | X 92.5 | = | 518,201 | | John F. Orr | 1,125,000 | X 92.5 | = | 1,040,625 | | Anil Bhatt | 361,932 | X 92.5 | = | 334,787 | | Claude E. Elkins | 810,000 | X 92.5 | = | 749,250 | | Alan H. Shaw(2) | N/A | | | | | Paul B. Duncan(3) | N/A | | | |

  87. 2024 Annual Incentive Outcomes

    | (1) Targets prorated for mid-year promotions and new hires, as applicable. |

  88. 2024 Annual Incentive Outcomes

    | (2) Mr. Shaw was ineligible for an annual incentive payout as a result of his termination of employment for Cause on September 11, 2024. |

  89. 2024 Annual Incentive Outcomes

    | (3) Mr. Duncan was ineligible for an annual incentive payout as a result of his involuntary termination of employment on March 31, 2024. |

  90. LONG-TERM INCENTIVE AWARDS

    LONG-TERM INCENTIVE AWARDS We believe the most effective means to achieve long-term corporate performance is to align the interests of our NEOs with those of our shareholders. Our 2022-2024 PSU awards motivate long-term productivity and growth through goals for three-year ROAIC, and growth through a relative revenue growth award modifier. All of our long-term incentives, including PSUs, stock options, and RSUs are tied to our common stock value, and this, along with the relative total shareholder return PSU award modifier, incentivizes executives to increase long-term shareholder value by successfully executing our strategy. In determining the appropriate allocation, the Committee considers the portion of total direct compensation to be awarded as long-term compensation and how the long-term portion should be allocated among PSUs, RSUs, and stock options. This allocation is based on our compensation objectives, general market practices, compensation trends, governance practices, and business strategy.

  91. LONG-TERM INCENTIVE AWARDS

    | Norfolk Southern Corporation | 2025 Proxy Statement 71 |

  92. LONG-TERM INCENTIVE AWARDS

    | EQUITY VEHICLE | PURPOSE | CEO WEIGHTING | OTHER NEO WEIGHTING | KEY FEATURES AND METRICS | | PSUs | Incentivize outperformance on key metrics of long-term value creation | | | ∎ Payout is based on three-year ROAIC, with relative revenue growth and TSR serving as modifiers ∎ Payouts range between 0-250% of target ∎ Any earned awards vest following the three-year performance period | | RSUs | Provide a strong retentive value and directly align executives’ rewards with shareholder value | | | ∎ RSU grants vest ratably over four years, providing robust retentive value | | Stock Options | Directly incentivize the creation of long-term shareholder value | | | ∎ Awards have value only if company stock price increases from the grant date ∎ Options vest and become exercisable ratably over four years to support retention ∎ Awards expire ten years after the grant date |

  93. LONG-TERM INCENTIVE AWARDS

    | 72 2025 Proxy Statement | Norfolk Southern Corporation |

  94. LONG-TERM INCENTIVE AWARDS

    In 2024, the Committee approved the following equity awards for the NEOs, consistent with the long-term program structure outlined above, except as noted below:

  95. LONG-TERM INCENTIVE AWARDS

    | | 2024 TARGET LONG-TERM INCENTIVE VALUE ($) | | | | | EXECUTIVE OFFICER | PSUs | RSUs | OPTIONS | TOTAL | | Mark R. George | $1,350,000 | $2,675,000(1) | $2,675,000(1) | $6,700,000((1)) | | Jason A. Zampi | $409,100(2) | $391,550(2) | $153,550(2) | $954,200(2) | | John F. Orr | $1,350,000 | $6,675,000(3) | $675,000 | $8,700,000(3) | | Anil Bhatt | $450,000 | $2,725,000(4) | $225,000 | $3,400,000(4) | | Claude E. Elkins | $1,000,000 | $500,000 | $500,000 | $2,000,000 | | Alan H. Shaw | $6,000,000 | $1,500,000 | $2,500,000 | $10,000,000(5) | | Paul B. Duncan | $1,200,000 | $600,000 | $600,000 | $2,400,000(6) |

  96. LONG-TERM INCENTIVE AWARDS

    | (1) Includes promotional RSU and option grants each with a target long-term incentive value of $2 million, both of which vest ratably over three years. |

  97. LONG-TERM INCENTIVE AWARDS

    | (2) Includes promotional RSU and option grants, each with a target long-term incentive value of $153,550 that vest ratably over four years, as well as promotional PSU grants with a target long-term incentive value of $307,100. |

  98. LONG-TERM INCENTIVE AWARDS

    | (3) Includes an RSU grant with a target long-term value of $6 million that vests ratably over three years that was granted as consideration to secure Mr. Orr’s services. |

  99. LONG-TERM INCENTIVE AWARDS

    | (4) Includes an RSU grant with a target long-term value of $2.5 million that vests ratably over three years that was granted to replace the value of awards forfeited at his prior employer and as consideration to secure Mr. Bhatt’s services. |

  100. LONG-TERM INCENTIVE AWARDS

    | (5) Mr. Shaw was terminated for Cause on September 11, 2024, at which time all of his unvested equity awards were cancelled. |

  101. LONG-TERM INCENTIVE AWARDS

    | (6) Mr. Duncan was terminated on March 31, 2024, and received severance payments under the Company’s Executive Severance Plan as the result of such Involuntary Termination. |

  102. LONG-TERM INCENTIVE AWARDS

    | Norfolk Southern Corporation | 2025 Proxy Statement 73 |

  103. PERFORMANCE SHARE UNITS

    PERFORMANCE SHARE UNITS We use PSUs to reward the achievement of performance goals over a three-year performance period. Upon expiration of such three-year performance period, PSUs are settled in shares of Norfolk Southern common stock after the Committee certifies the extent to which the performance goals were attained.

  104. 2022-2024 PSU AWARDS

    2022-2024 PSU AWARDS

  105. 2022-2024 PSU AWARDS

    | Target # of PSU Unitsx | ROAIC Performance Levelx | Relative Revenue Growth Modifierx | Relative TSR Modifier | = | # PSU Units Earned |

  106. 2022-2024 PSU AWARDS

    In January 2022, the Committee established performance goals based on three-year after-tax return on ROAIC, with revenue growth and TSR serving as modifiers. The Committee believes ROAIC is an important performance indicator to shareholders for a capital-intensive company such as Norfolk Southern. Further, the use of the ROAIC measure, with the revenue growth and TSR modifiers, promotes the enhancement of shareholder value and efficient utilization of corporate assets. Using relative revenue growth as a modifier motivates and rewards executives for propelling smart and sustainable growth over the long term relative to our Class I railroad peers, and using TSR as a modifier ensures that the final payout is reflective of our performance relative to our Industrials Peer Group, while placing primary focus on making profitable use of our assets. For the 2022-2024 awards, if a threshold or higher payout is met for the ROAIC measure, then the payout may be modified based on our revenue growth relative to other North American Class I railroads and our TSR as compared with that of the other companies in the S&P 500 Industrials Index reflecting the return over the entire three-year period, as follows:

  107. 2022-2024 PSU AWARDS

    | METRIC | PURPOSE | MEASUREMENT | | | | ROAIC 100% | Place primary long-term focus on productivity and effective capital allocation strategy | The metric is our average three-year after-tax ROAIC | | | | Relative Revenue Growth +0 - 50% (subject to 200% cap) | Motivate and reward executives for propelling smart and sustainable growth over the long term relative to our Class I Railroads Peer Group | Our three-year revenue growth is compared to that of other North American Class I railroads; top performance (meaning having the highest or second-highest revenue growth over such period) results in a positive award modifier, subject to the overall payout cap of 200% of target | | | | | | NSC 3-Year Revenue Growth PSU Multiplier | | | | | | Third or lower (No Change) | Second highest 1.25 | Highest 1.50 | | Relative TSR +/- 25% | Ensure that the final payout is reflective of our shareholder returns relative to our Industrials Peer Group | Our three-year TSR is compared to that of the companies in the S&P 500 Industrials Index; performance can result in a positive or negative modifier. The multiplier is interpolated for performance between the percentiles shown below: | | | | | | NSC Three-Year TSR Percentile Rank PSU Multiplier | | | | | | ≤25th 0.75 | 50th (No Change) | ≥75th 1.25 |

  108. 2022-2024 PSU AWARDS

    | 74 2025 Proxy Statement | Norfolk Southern Corporation |

  109. 2022-2024 PSU AWARDS

    The Committee believes that long-term targets for ROAIC represent proprietary information that would give substantial insight into the Company’s confidential, forward-looking strategies if they were disclosed, and could therefore place the Company and our shareholders at a competitive disadvantage. The Committee believes that it has set rigorous and challenging, but achievable performance targets aligned with the Company’s goals and strategic priorities. To allow shareholders to assess the link between corporate performance and compensation, consistent with our prior practice, the Committee is committed to disclosing in this Compensation Discussion and Analysis the achievements for our PSUs at the end of each performance period.

  110. 2022-2024 PSU EARNOUT CALCULATIONS

    2022-2024 PSU EARNOUT CALCULATIONS For the 2022-2024 performance cycle, the performance criterion was based on ROAIC as shown in the table below:

  111. 2022-2024 PSU EARNOUT CALCULATIONS

    | THREE-YEAR AVERAGE ROAIC 2022-2024 | PSUS EARNED | | ≥ 14.3% | 200% | | 14.2% | 175% | | 14.1% | 150% | | 14.0% | 125% | | 13.9% | 100% Target Performance | | 13.6% | 90% | | 13.1% | 75% | | 12.3% | 50% | | 11.6% | 30% | | <11.6% | 0% |

  112. 2022-2024 PSU EARNOUT CALCULATIONS

    Additionally, for the 2022-2024 performance cycle, the Company’s TSR relative to the S&P 500 Industrials Index was used as a modifier, as shown in the table below.

  113. 2022-2024 PSU EARNOUT CALCULATIONS

    | MODIFIER FOR 2022 – 2024 PSUS | | | PERCENTILE RANK OF NS THREE-YEAR TSR VS. S&P 500 INDUSTRIALS INDEX | PSU MODIFIER | | ≥75th | 1.25x | | 50th | No Change | | ≤25th | 0.75x |

  114. 2022-2024 PSU EARNOUT CALCULATIONS

    Our three-year percentile rank versus the S&P 500 Industrials Index was below the 25th percentile. As a result, the initial earnout was reduced by multiplying the achieved performance level by the 0.75x PSU modifier.

  115. 2022-2024 PSU EARNOUT CALCULATIONS

    | Norfolk Southern Corporation | 2025 Proxy Statement 75 |

  116. 2022-2024 PSU EARNOUT CALCULATIONS

    As discussed above, after receiving specific feedback from our shareholders following 38 offseason engagement meetings after our 2024 Annual Meeting, as well as advice from its newly engaged independent compensation consultant, and following significant further deliberation and discussion, the Committee determined to pivot from prior-year practice and include the financial impact of the East Palestine incident when calculating ROAIC performance for 2024 under the PSUs. Taking into account the impact of the East Palestine incident, the calculated three-year average ROAIC achievement for the 2022-2024 PSUs performance cycle was 12.3%, resulting in a 16% reduction in payout to 50% of target, which was further reduced by applying a PSU modifier of 0.75 based on the relative TSR performance results as described above, resulting in the final payout of 37.5% of target for the 2022-2024 performance cycle, as shown in the table below.

  117. 2022-2024 PSU EARNOUT CALCULATIONS

    | | INCLUDING EAST PALESTINE ADJUSTMENTS | | Average 2022-2024 ROAIC | 12.3% | | Payout for 2022-2024 ROAIC | 50.0% | | TSR Modifier | 0.75x | | Final 2022-2024 PSU Award Payout | 37.5% |

  118. 2022-2024 PSU EARNOUT CALCULATIONS

    Based on the final earnout of 37.5% for the 2022-2024 PSUs, the NEOs received the following number of shares of stock of Norfolk Southern Corporation in early 2025, with the earned award reduced upon distribution as required for tax withholding:

  119. 2022-2024 PSU EARNOUT CALCULATIONS

    | NAMED EXECUTIVE OFFICER | PSU AWARD GRANTED (#) | PSU EARNED AWARD (#) | | Mark R. George | 4,370 | 1,639 | | Jason A. Zampi | 370 | 139 | | John F. Orr(1) | – | – | | Anil Bhatt(1) | – | – | | Claude E. Elkins | 2,900 | 1,088 | | Alan H. Shaw | 13,220 | –(2) | | Paul B. Duncan | 590 | 166(3) |

  120. 2022-2024 PSU EARNOUT CALCULATIONS

    | (1) Neither Mr. Orr nor Mr. Bhatt were employed by the Company at the time these awards were made. |

  121. 2022-2024 PSU EARNOUT CALCULATIONS

    | (2) Mr. Shaw was terminated for cause on September 11, 2024, on which date all of his unvested equity awards were forfeited and cancelled, including the 2022-2024 PSUs. |

  122. 2022-2024 PSU EARNOUT CALCULATIONS

    | (3) Mr. Duncan was terminated without cause on March 31, 2024. As a result, his 2022-2024 PSUs were paid out at their accrued value as of his involuntary termination date pro-rata based on the portion of the performance period served, as provided by the Executive Severance Plan. |

  123. 2022-2024 PSU EARNOUT CALCULATIONS

    | 76 2025 Proxy Statement | Norfolk Southern Corporation |

  124. RESTRICTED STOCK UNITS

    RESTRICTED STOCK UNITS The use of time-based RSUs serves as a retention tool for valued members of management. For 2024, with the exception of promotion and new-hire RSU grants made to Mr. George, Mr. Orr, and Mr. Bhatt respectively, which vest ratably over three years, the Committee granted RSUs that vest ratably over four years beginning on the first anniversary of the date of grant, which include dividend equivalent payments on the unvested units, and which settle in shares of Norfolk Southern common stock.

  125. STOCK OPTIONS

    STOCK OPTIONS We believe that use of stock options provides us with the ability to retain key employees and incentivize an increase in shareholder value, as the value of the options is only realizable if our stock price increases from the date on which the options are granted. For stock option awards in 2024, with the exception of the promotion option grant granted to Mr. George, which provided for a three-year ratable vesting period, the Committee provided for a four-year ratable vesting period to encourage retention of key employees and awarded dividend equivalent payments on options during the vesting period. The number of stock options awarded is adjusted to recognize the value of the dividend equivalents. Under the terms of the LTIP, the effective date of a stock option grant is the date on which the Committee makes the grant or, if granted during a blackout period that precedes the release of our financial or other material information for the prior calendar quarter, the first day on which the Company’s common stock is traded after a full trading day has elapsed following the release of the prior quarter’s financial or other material information, unless the Committee expressly designates a specific later date. This establishes a prospective effective date to price the options.

  126. STOCK OPTIONS

    | Norfolk Southern Corporation | 2025 Proxy Statement 77 |

  127. EXECUTIVE SEVERANCE PLAN

    EXECUTIVE SEVERANCE PLAN The Board in 2020 adopted the Executive Severance Plan to meet the needs of the Company, its executives, and prospective executives, by providing a severance arrangement similar to that offered by competitors for executive talent. The plan allows our executives to continue to exercise their judgment and perform their responsibilities without the potential for distraction that can arise from concerns regarding their personal circumstances. Executives in positions at the executive vice president level and above and selected senior vice presidents are eligible for benefits under the plan in the event of a qualifying termination. Benefits under the Executive Severance Plan include:

  128. EXECUTIVE SEVERANCE PLAN

    | ∎ | A payment equal to two times the executive’s salary, paid as a lump sum; |

  129. EXECUTIVE SEVERANCE PLAN

    | ∎ | A prorated annual incentive for time worked during the year in which the employee was severed if the employee was not retirement eligible; |

  130. EXECUTIVE SEVERANCE PLAN

    | 78 2025 Proxy Statement | Norfolk Southern Corporation |

  131. EXECUTIVE SEVERANCE PLAN

    | ∎ | Either (i) for a retirement-eligible employee, favorable treatment of long-term incentives in accordance with the terms of the Norfolk Southern LTIP, or (ii) for an employee who is not retirement eligible, cash payment for the full value of restricted share units, the option profit on outstanding stock options, and a prorated cash payment for the value of PSUs; and |

  132. EXECUTIVE SEVERANCE PLAN

    | ∎ | Lump sum payments of $30,000 and $36,000 for outplacement services and health care coverage, respectively. |

  133. EXECUTIVE SEVERANCE PLAN

    To receive the above-listed benefits, an executive must execute a release of any claims against the Company, and the release includes non-disparagement, non-competition, and confidentiality covenants. The Executive Severance Plan does not provide any benefits in the event of a change in control. The Executive Severance Plan eliminates the potential to exceed 2.99 times an executive’s pay plus annual incentive, so it will not be necessary to seek shareholder approval of future severance benefits for executives who receive benefits under the plan. Mr. Shaw was terminated for Cause on September 11, 2024. As a result, he was not eligible for and did not receive any payments or benefits under the Executive Severance Plan. Mr. Duncan was terminated without cause on March 31, 2024, and he executed a release of any claims against the Company, which included non-disparagement, non-competition, and confidentiality covenants. Accordingly, Mr. Duncan received payments and benefits consistent with the terms described above for an executive terminated without cause and who is not retirement-eligible.

  134. INDIVIDUAL AGREEMENT FOR PAYMENT IN CONNECTION WITH TERMINATION

    | ∎ | All compensation due as of his termination date, including any applicable annual incentive awards, which awards would be prorated based on his actual employment during the year of termination (payable prior to March 1 of the year following termination); |

  135. INDIVIDUAL AGREEMENT FOR PAYMENT IN CONNECTION WITH TERMINATION

    | ∎ | A waiver of the LTIP provision for termination of awards such that his outstanding LTIP awards would be treated as if he retired, with continued vesting of all unvested shares of LTIP previously granted as of his termination date. |

  136. INDIVIDUAL AGREEMENT FOR PAYMENT IN CONNECTION WITH TERMINATION

    | ∎ | All compensation due as of his termination date, including any applicable annual incentive awards, which awards would be prorated based on his actual employment during the year of termination (payable prior to March 1 of the year following termination); |

  137. INDIVIDUAL AGREEMENT FOR PAYMENT IN CONNECTION WITH TERMINATION

    | ∎ | Additional compensation in an amount equal to 2.0 times the sum of base salary and target annual incentive; and |

  138. INDIVIDUAL AGREEMENT FOR PAYMENT IN CONNECTION WITH TERMINATION

    | ∎ | A waiver of the LTIP provision for termination of awards such that his outstanding LTIP awards would be treated as if he retired, with continued vesting of all unvested shares of LTIP previously granted as of his termination date. |

  139. CHANGE-IN-CONTROL AGREEMENTS

    CHANGE-IN-CONTROL AGREEMENTS We have entered into change-in-control agreements with our NEOs to provide certain economic protections to executives in the event of a termination of employment following a change in control. The change-in-control agreements are intended to keep

  140. CHANGE-IN-CONTROL AGREEMENTS

    | Norfolk Southern Corporation | 2025 Proxy Statement 79 |

  141. CHANGE-IN-CONTROL AGREEMENTS

    management intact and focused on the best interests of Norfolk Southern and its shareholders in pursuing a potential change-in-control transaction, while serving to eliminate potential management distraction related to the uncertainty of possible job and income loss. The Committee believes that the agreements are reasonable and appropriate. Benefits will not be paid under the agreements unless both a change in control occurs and the executive’s employment is terminated or constructively terminated following the change in control. The Committee believes this “double-trigger” maximizes shareholder value because this structure would prevent an unintended windfall to management in the event of a change in control that does not result in the termination or constructive termination of employment of management. A detailed description of the benefits provided under the change-in-control agreements may be found on page 95.

  142. 2024 Summary Compensation Table

    2024 Summary Compensation Table The following table shows the total compensation awarded to, earned by, or paid to each Named Executive Officer during 2024 for service in all capacities to Norfolk Southern and our subsidiaries for the fiscal year ended December 31, 2024. The table also sets forth information regarding fiscal 2023 and 2022 compensation.

  143. 2024 Summary Compensation Table

    | Name and Principal Position | Year | Salary ($) | Bonus ($) | Stock Awards ($) | Option Awards ($) | Non-Equity Incentive Plan Compensation ($) | Change in Pension Value and Nonqualified Deferred Compensation Earnings ($) | All Other Compensation ($) | Total ($) | | (a) | (b) | (c) | (d) | (e) | (f) | (g) | (h) | (i) | (j) | | Mark R. George(1) President & Chief Executive Officer | 2024 | 826,042 | 0 | 4,022,885 | 2,674,327 | 1,372,325 | 0 | 90,081 | 8,985,660 | | | 2023 | 675,000 | 0 | 1,801,018 | 599,848 | 0 | 183,588 | 106,792 | 3,366,246 | | | 2022 | 675,000 | 0 | 2,041,089 | 1,360,099 | 450,021 | 253,476 | 122,806 | 4,902,491 | | Jason A. Zampi(2) Executive Vice President & Chief Financial Officer | 2024 | 417,447 | 0 | 800,030 | 153,164 | 518,201 | 50,016 | 12,075 | 1,950,933 | | John F. Orr(3) Executive Vice President & Chief Operating Officer | 2024 | 587,500 | 825,000 | 8,024,174 | 675,353 | 1,040,625 | 121,860 | 111,304 | 11,385,816 | | Anil Bhatt(4) Executive Vice President & Chief Information & Digital Officer | 2024 | 241,288 | 950,000 | 3,174,150 | 225,008 | 334,787 | 15,048 | 45,819 | 4,986,100 | | Claude E. Elkins Executive Vice President & Chief Commercial Officer | 2024 | 600,000 | 0 | 1,500,242 | 500,202 | 749,250 | 375,636 | 36,472 | 3,761,802 | | | 2023 | 600,000 | 0 | 1,501,230 | 499,744 | 0 | 1,284,444 | 74,217 | 3,959,635 | | | 2022 | 600,000 | 0 | 1,355,255 | 989,152 | 400,019 | 100,980 | 305,334 | 3,750,740 | | Alan H. Shaw(5) Former President & Chief Executive Officer | 2024 | 860,962 | 0 | 7,499,098 | 2,500,214 | 0 | 989,138 | 74,659 | 11,924,071 | | | 2023 | 1,100,000 | 0 | 7,500,059 | 2,500,272 | 0 | 2,171,580 | 147,067 | 13,418,978 | | | 2022 | 900,000 | 0 | 5,540,524 | 2,228,262 | 901,276 | 0 | 200,848 | 9,770,910 | | Paul B. Duncan(6) Former Executive Vice President & Chief Operating Officer | 2024 | 216,346 | 0 | 1,799,582 | 599,765 | 0 | 0 | 1,711,598 | 4,327,291 | | | 2023 | 625,000 | 0 | 1,801,018 | 599,848 | 0 | 82,320 | 61,369 | 3,169,555 |

  144. 2024 Summary Compensation Table

    | (1) Mr. George served as our Executive Vice President & Chief Financial Officer until September 11, 2024, when he was promoted to President & Chief Executive Officer. His information includes payments and awards received both before and after his promotion. Please see the Compensation Discussion and Analysis section beginning on page 51 for more information regarding his promotion and the payments and benefits received in connection with the promotion. |

  145. 2024 Summary Compensation Table

    | 82 2025 Proxy Statement | Norfolk Southern Corporation |

  146. 2024 Summary Compensation Table

    | (2) Mr. Zampi served as our Vice President, Financial Planning & Analysis, until August 20, 2024, when he was promoted to Senior Vice President, Finance & Treasurer, a role in which he served until September 24, 2024, when he was promoted to Executive Vice President, Chief Financial Officer & Treasurer. His information includes payments and awards received both before and after his promotions. Please see the Compensation Discussion and Analysis section beginning on page 51 for more information regarding the payments received in connection with his promotion. |

  147. 2024 Summary Compensation Table

    | (3) Mr. Orr was hired on March 20, 2024. His information includes payments and awards received in connection with his hiring. Please see the Compensation Discussion and Analysis section beginning on page 51 for more information regarding his hiring and these payments and awards. |

  148. 2024 Summary Compensation Table

    | (4) Mr. Bhatt was hired on August 6, 2024. His information includes payments and awards received in connection with his hiring. Please see the Compensation Discussion and Analysis section beginning on page 51 for more information regarding his hiring and these payments and awards. |

  149. 2024 Summary Compensation Table

    | (5) Mr. Shaw served as our President & Chief Executive Officer until he was terminated for Cause on September 11, 2024. Please see the Compensation Discussion and Analysis section beginning on page 51 for more information regarding this termination, which did not trigger payment of any severance as a result. |

  150. 2024 Summary Compensation Table

    | (6) Mr. Duncan was involuntarily separated from the Company on March 31, 2024. In connection with his departure, Mr. Duncan was entitled to severance payments and benefits under the Executive Severance Plan. Please see the Potential Payments Upon a Change in Control or Other Termination of Employment table beginning on page 93 for more information regarding these payments and benefits. |

  151. Change in Pension Value and Nonqualified Deferred Compensation Earnings (Column (h))

    Change in Pension Value and Nonqualified Deferred Compensation Earnings (Column (h)) For all the Named Executive Officers, the amounts shown in this column solely represent the aggregate increase in the actuarial present value of the Named Executive Officers’ accumulated benefits under the Retirement Plan and the Supplemental Benefit Plan for 2024. In accordance with SEC rules, any increase or decrease in the present value of the benefits under our Retirement Plan is aggregated with any increase or decrease in the present value of the benefits under our Supplemental Benefit Plan. Mr. George’s change in pension value was negative for 2024, with a value of $-18,660. In accordance with SEC reporting rules, Mr. George’s negative change in pension value is shown in the Summary Compensation Table as zero. Pension values may fluctuate significantly from year to year depending on a number of factors, including age, years of service, average annual compensation, and the assumptions used to determine the present value, such as the discount rate and mortality assumptions.

  152. Change in Pension Value and Nonqualified Deferred Compensation Earnings (Column (h))

    | Norfolk Southern Corporation | 2025 Proxy Statement 83 |

  153. 2024 Grants of Plan-Based Awards Table

    2024 Grants of Plan-Based Awards Table

  154. 2024 Grants of Plan-Based Awards Table

    | Name and Principal Position | Grant Date | Committee Action Date(2) | Estimated Future Payouts Under Non-Equity Incentive Plan Awards(1) | | | Estimated Future Payouts Under Equity Incentive Plan Awards | | | All Other stock awards (#) | All Other Options (#) | Exercise price of options ($) | Grant date fair value of stock and option awards ($) | | | | | Threshold ($) | Target ($) | Maximum ($) | Threshold (#) | Target (#) | Maximum (#) | | | | | | (a) | (b) | | (c) | (d) | (e) | (f) | (g) | (h) | (i) | (j) | (k) | (l) | | Mark R. George | | | 16,875 | 753,750 | 1,687,500 | | | | | | | | | | | | 5,379 | 240,258 | 537,892 | | | | | | | | | | 3/1/2024 | 1/22/2024 | | | | 1,168 | 5,190 | 12,975 | | | | 1,349,763 | | | 1/30/2024 | 1/22/2024 | | | | | | | 2,850 | | | 673,968 | | | 9/13/2024 | | | | | | | | 7,960 | | | 1,999,154 | | | 1/30/2024 | 1/22/2024 | | | | | | | | 8,470 | 236.85 | 674,636 | | | 9/13/2004 | | | | | | | | | 28,510 | 251.15 | 1,999,691 | | Jason A. Zampi | | | 5,190 | 231,820 | 519,000 | | | | | | | | | | | | 709 | 31,658 | 70,875 | | | | | | | | | | | | 1,746 | 77,988 | 174,600 | | | | | | | | | | 3/1/2024 | 1/22/2024 | | | | 88 | 390 | 975 | | | | 101,427 | | | 10/24/2004 | | | | | 263 | 1,170 | 2,925 | | | | 306,458 | | | 1/30/2024 | 1/22/2024 | | | | | | | 1,010 | | | 238,845 | | | 10/24/2024 | | | | | | | | 600 | | | 153,300 | | | 10/24/2024 | | | | | | | | | 1,940 | 255.50 | 153,164 | | John F. Orr | | | 16,875 | 753,750 | 1,687,500 | | | | | | | | | | 4/26/2024 | 3/20/2024 | | | | 1,220 | 5,420 | 13,550 | | | | 1,348,821 | | | 4/26/2024 | 3/20/2024 | | | | | | | 27,770 | | | 6,675,353 | | | 4/26/2024 | 3/20/2024 | | | | | | | | 8,090 | 240.38 | 675,353 | | Anil Bhatt | | | 5,429 | 242,494 | 542,898 | | | | | | | | | | 10/24/2024 | 7/29/2024 | | | | 387 | 1,720 | 4,300 | | | | 450,520 | | | 10/24/2024 | 7/29/2024 | | | | | | | 10,660 | | | 2,723,630 | | | 10/24/2024 | 7/29/2024 | | | | | | | | 2,850 | 255.50 | 225,008 | | Claude E. Elkins | | | 12,150 | 542,700 | 1,215,000 | | | | | | | | | | 3/1/2024 | 1/22/2024 | | | | 866 | 3,850 | 9,625 | | | | 1,001,270 | | | 1/30/2024 | 1/22/2024 | | | | | | | 2,110 | | | 498,973 | | | 1/30/2024 | 1/22/2024 | | | | | | | | 6,280 | 236.85 | 500,202 |

  155. 2024 Grants of Plan-Based Awards Table

    | Norfolk Southern Corporation | 2025 Proxy Statement 85 |

  156. 2024 Grants of Plan-Based Awards Table

    | Name and Principal Position | Grant Date | Committee Action Date(2) | Estimated Future Payouts Under Non-Equity Incentive Plan Awards(1) | | | Estimated Future Payouts Under Equity Incentive Plan Awards | | | All Other stock awards (#) | All Other Options (#) | Exercise price of options ($) | Grant date fair value of stock and option awards ($) | | | | | Threshold ($) | Target ($) | Maximum ($) | Threshold (#) | Target (#) | Maximum (#) | | | | | | (a) | (b) | | (c) | (d) | (e) | (f) | (g) | (h) | (i) | (j) | (k) | (l) | | Alan H. Shaw | | | 25,988 | 1,160,775 | 2,598,750 | | | | | | | | | | 3/1/2024 | 1/22/2024 | | | | 5,191 | 23,070 | 57,675 | | | | 5,999,815 | | | 1/30/2024 | 1/22/2024 | | | | | | | 6,340 | | | 1,499,283 | | | 1/30/2024 | 1/22/2024 | | | | | | | | 31,390 | 236.85 | 2,500,214 | | Paul B. Duncan | | | 3,164 | 141,328 | 316,406 | | | | | | | | | | 3/1/2024 | 1/22/2024 | | | | 1,037 | 4,610 | 11,525 | | | | 1,198,923 | | | 1/30/2024 | 1/22/2024 | | | | | | | 2,540 | | | 600,659 | | | 1/30/2024 | 1/22/2024 | | | | | | | | 7,530 | 236.85 | 599,765 |

  157. 2024 Grants of Plan-Based Awards Table

    | (1) The amounts shown represent the full-year threshold, target, and maximum opportunity payable for the annual incentive under the 2024 EMIP, as determined at the time that the Committee made the awards. The amount actually paid as an annual incentive under the 2024 EMIP is reported in the Non-Equity Incentive Plan Compensation column of the Summary Compensation Table (also see discussion under “Estimated Possible Payouts under Non-Equity Incentive Plan Awards” below). |

  158. 2024 Grants of Plan-Based Awards Table

    | (2) Consistent with past practice and the terms of LTIP, the Committee made all January 2024 equity awards to directors and Executive Officers effective after at least one full trading day had elapsed following the release of our fiscal year financial results or other material information. Because the Committee meetings at which these awards were made occurred prior to the effective date of the awards, we have provided both dates in accordance with SEC rules. See our “Compensation Discussion and Analysis” and “Policies and Practices Related to the Grant of Certain Equity Awards” sections beginning on pages 51 and 102, respectively, for further discussion of our equity award grant practices. |

  159. Outstanding Equity Awards at Fiscal Year-End 2024

    Outstanding Equity Awards at Fiscal Year-End 2024

  160. Outstanding Equity Awards at Fiscal Year-End 2024

    | | Option Awards | | | | Stock Awards | | | | | Name (a) | Number of Securities Underlying Unexercised Options Exercisable (#) (b) | Number of Securities Underlying Unexercised Options Unexercisable (#) (c) | Option Exercise Price ($) (d) | Option Expiration Date(1) (e) | Number of Shares or Units of Stock That Have Not Vested(2) (#) (f) | Market Value of Shares or Units of Stock That Have Not Vested(3) ($) (g) | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested(2),(4) (#) (h) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Shares that Have Not Vested(3) ($) (i) | | Mark R. George | 2,250 | | 189.92 | 01/27/2029 | 14,939 | 3,506,183 | 11,521 | 2,703,979 | | | 3,340 | | 214.50 | 01/29/2030 | | | | | | | 9,574 | | 298.08 | 01/26/2032 | | | | | | | 1,932 | | 241.18 | 01/25/2033 | | | | | | | | 4,620(5) | 241.79 | 01/27/2031 | | | | | | | | 9,576(6) | 298.08 | 01/26/2032 | | | | | | | | 4,590(7) | 270.98 | 01/26/2032 | | | | | | | | 5,798(8) | 241.18 | 01/25/2033 | | | | | | | | 8,470(9) | 236.85 | 01/29/2034 | | | | | | | | 28,510(10) | 251.15 | 09/12/2034 | | | | | | Jason A. Zampi | | 1,940(11) | 255.50 | 10/23/2034 | 3,042 | 713,957 | 3,217 | 755,030 | | John F. Orr | | 8,090(12) | 240.38 | 04/25/2034 | 27,770 | 6,517,619 | 10,840 | 2,544,148 | | Anil Bhatt | | 2,850(11) | 255.50 | 10/23/2034 | 10,660 | 2,501,902 | 3,440 | 807,368 | | Claude E. Elkins | 7,180 | | 298.08 | 1/26/2032 | 4,949 | 1,161,530 | 8,652 | 2,030,624 | | | 1,610 | | 241.18 | 1/25/2033 | | | | | | | | 7,180(6) | 298.08 | 1/26/2032 | | | | | | | | 3,050(7) | 270.98 | 1/26/2032 | | | | | | | | 4,830(8) | 241.18 | 1/25/2033 | | | | | | | | 6,280(9) | 236.85 | 1/29/2034 | | | | | | Alan H. Shaw | 0 | 0(13) | | (13) | 0 | 0 | 0 | 0 | | Paul B. Duncan | 0 | 0(14) | | (14) | 0 | 0 | 0 | 0 |

  161. Outstanding Equity Awards at Fiscal Year-End 2024

    | (1) Each option award expires on the earlier of the date listed or, if the Named Executive Officer retires before that date, five years after the Named Executive Officer retires. |

  162. Outstanding Equity Awards at Fiscal Year-End 2024

    | (2) The following table provides information with respect to the vesting of each Named Executive Officer’s RSUs as shown in the Number of Shares or Units of Stock That Have Not Vested column, and unearned PSUs as shown in the Equity Incentive Plan Awards: Number of Unearned Shares, Units, or Other Rights That Have Not Vested column in the above table. |

  163. Outstanding Equity Awards at Fiscal Year-End 2024

    | Norfolk Southern Corporation | 2025 Proxy Statement 87 |

  164. Outstanding Equity Awards at Fiscal Year-End 2024

    | (3) These values are based on the $234.70 closing market price of our common stock as of December 31, 2024, which was the last trading day of the Company’s fiscal year. |

  165. Outstanding Equity Awards at Fiscal Year-End 2024

    | (4) These amounts represent (i) grants of PSUs made in 2023 pursuant to the LTIP that may be earned out over the three-year period ending December 31, 2025, and (ii) grants of PSUs made in 2024 pursuant to the LTIP that may be earned out over the three-year period ending December 31, 2026. Because the number of PSUs earned is determined based on a three-year performance period for each cycle, in accordance with the SEC requirements for this table, the number of PSUs disclosed is determined by reporting performance based on achieving threshold performance goals, except that if performance during the last completed fiscal year over which performance is measured has exceeded the threshold, then the disclosure is based on the next highest performance measure (target or maximum) that exceeds the last completed fiscal year over which performance is measured. In accordance with this rule, the number of PSUs shown by each Named Executive Officer for these grants is 22.5% for the annual grant of PSUs made in 2023, and 200% for the annual grant of PSUs made in 2024, which represents (a) the actual percentage for the ROAIC for each completed year in the performance periods, (b) the threshold percentage for the uncompleted year in the 2023-2025 performance period, (c) the maximum ROAIC percentage, and the target TSR percentage for the uncompleted years in the 2024-2026 performance period. |

  166. Outstanding Equity Awards at Fiscal Year-End 2024

    | (5) These options vested on January 28, 2025. |

  167. Outstanding Equity Awards at Fiscal Year-End 2024

    | (6) These options vest ratably over four years beginning on January 27, 2023, or, if the Named Executive Officer retires or dies before that date, the date of retirement or death. |

  168. Outstanding Equity Awards at Fiscal Year-End 2024

    | (7) These options vest on January 27, 2026, or, if the Named Executive Officer retires or dies before that date, the date of retirement or death. |

  169. Outstanding Equity Awards at Fiscal Year-End 2024

    | (8) These options vest ratably over four years beginning on January 26, 2024, or, if the Named Executive Officer retires or dies before that date, the date of retirement or death. |

  170. Outstanding Equity Awards at Fiscal Year-End 2024

    | (9) These options vest ratably over four years beginning on January 30, 2024, or, if the Named Executive Officer retires or dies before that date, the date of retirement or death. |

  171. Outstanding Equity Awards at Fiscal Year-End 2024

    | (10) These options vest ratably over three years beginning on September 13, 2025, or, if the Named Executive Officer retires or dies before that date, the date of retirement or death. |

  172. Outstanding Equity Awards at Fiscal Year-End 2024

    | (11) These options vest ratably over four years beginning on October 24, 2025, with the remaining options vesting in ratable portions on the second, third, and fourth anniversaries of the January 2024 award date. If the Named Executive Officer retires or dies before that date, the outstanding options will automatically vest on the later of one year after the grant date, or the date of retirement or death. |

  173. Outstanding Equity Awards at Fiscal Year-End 2024

    | (12) These options vest ratably over four years beginning on April 26, 2025, with the remaining options vesting in ratable portions on the second, third, and fourth anniversaries of the January 2024 award date. If the Named Executive Officer retires or dies before that date, the outstanding options will automatically vest on the later of one year after the grant date, or the date of retirement or death. |

  174. Outstanding Equity Awards at Fiscal Year-End 2024

    | (13) All outstanding awards were cancelled on September 11, 2024, following Mr. Shaw’s termination for Cause. Vested options were exercised within 30 days of said termination. |

  175. Outstanding Equity Awards at Fiscal Year-End 2024

    | (14) Mr. Duncan’s outstanding equity awards were treated as follows under the Executive Severance Plan in connection with his involuntary separation of service on March 31, 2024: a cash payment for the full value of his RSUs, the option profit on outstanding unvested stock options based on the closing price of the Company’s stock on the severance date, and a prorated cash payment for the value of his PSUs. |

  176. Outstanding Equity Awards at Fiscal Year-End 2024

    | 88 2025 Proxy Statement | Norfolk Southern Corporation |

  177. Outstanding Equity Awards at Fiscal Year-End 2024 (continued)

    Outstanding Equity Awards at Fiscal Year-End 2024 (continued)

  178. Outstanding Equity Awards at Fiscal Year-End 2024 (continued)

    | Name | Unvested Restricted Stock Units | Unearned Performance Share Units | Unit Vest Date | | Mark R. George | 704 | | 1/28/2025 | | | 1,550 | | 1/27/2025 and 1/27/2026 | | | 1,875 | | 1/26/2025, 1/26/2026, and 1/26/2027 | | | 2,850 | | 1/30/2025, 1/30/2026, 1/30/2027, and 1/30/2028 | | | 7,960 | | 9/13/2025, 9/13/2026, and 9/13/2027 | | | | 1,141 | 12/31/2025 | | | | 10,380 | 12/31/2026 | | Jason A. Zampi | 249 | | 1/28/2025 | | | 440 | | 1/27/2025 and 1/27/2026 | | | 743 | | 1/26/2025, 1/26/2026, and 1/26/2027 | | | 1,010 | | 1/30/2025, 1/30/2026, 1/30/2027, and 1/30/2028 | | | 600 | | 10/24/2025, 1/30/2026, 1/30/2027, and 1/30/2028 | | | | 97 | 12/31/2025 | | | | 3,120 | 12/31/2026 | | John F. Orr | 24,960 | | 4/26/2025, 4/26/2026, and 4/26/2027 | | | 2,810 | | 4/26/2025, 1/30/2026, 1/30/2027, and 1/30/2028 | | | | 10,840 | 12/31/2026 | | Anil Bhatt | 9,780 | | 10/24/2025, 10/24/2026, and 10/24/2027 | | | 880 | | 10/24/2025, 1/30/2026, 1/30/2027, and 1/30/2028 | | | | 3,440 | 12/31/2026 | | Claude E. Elkins | 249 | | 1/28/2025 | | | 1,030 | | 1/27/2025 and 1/27/2026 | | | 1,560 | | 1/26/2025, 1/26/2026, and 1/26/2027 | | | 2,110 | | 1/30/2025, 1/30/2026, 1/30/2027, and 1/30/2028 | | | | 952 | 12/31/2025 | | | | 7,700 | 12/31/2026 | | Alan H. Shaw | 0 | | | | | | 0 | | | Paul B. Duncan | 0 | | | | | | 0 | |

  179. Outstanding Equity Awards at Fiscal Year-End 2024 (continued)

    | Norfolk Southern Corporation | 2025 Proxy Statement 89 |

  180. Option Exercises and Stock Vested in 2024

    Option Exercises and Stock Vested in 2024

  181. Option Exercises and Stock Vested in 2024

    | | Option Awards | | Stock Awards | | | Name | Number of Shares Acquired on Exercise (#) | Value Realized on Exercise ($)(1) | Number of Shares Acquired on Vesting (#)(2) | Value Realized on Vesting ($)(2) | | Mark R. George | | | 4,355 | 1,018,724 | | Jason A. Zampi | | | 1,116 | 260,510 | | John F. Orr | | | 0 | 0 | | Anil Bhatt | | | 0 | 0 | | Ed Elkins | 4,140 | 845,284 | 2,592 | 605,479 | | Alan H. Shaw | 51,325 | 10,190,026 | 4,659 | 1,081,975 | | Paul B. Duncan | | | 2,369 | 584,061 |

  182. Option Exercises and Stock Vested in 2024

    | (1) Represents the difference between the price of the underlying common stock on the day of exercise and the exercise price of the option(s). |

  183. Option Exercises and Stock Vested in 2024

    | (2) Represents the aggregate number of (i) RSUs that vested and were distributed during fiscal 2024, multiplied by the average of the high and low of the market price of the underlying shares on the vesting date, and (ii) PSUs that vested during fiscal 2024, which shares were distributed on January 30, 2025, multiplied by the average of the high and low of the market price of the underlying shares on December 31, 2024, which was the last trading day of the Company’s fiscal year. |

  184. 2024 Pension Benefits Table

    2024 Pension Benefits Table

  185. 2024 Pension Benefits Table

    | Name | Plan Name | Number of Years Credited Service (#) | Present Value of Accumulated Benefit ($) | Payments During Last Fiscal Year ($) | | Mark R. George | Retirement Plan | 5.17 | 143,592 | 0 | | | SERP | 5.17 | 467,760 | 0 | | Jason A. Zampi | Retirement Plan | 14 | 398,472 | 0 | | | SERP | 14 | 351,264 | 0 | | John F. Orr | Retirement Plan | 1 | 63,324 | 0 | | | SERP | 1 | 58,536 | 0 | | Anil Bhatt | Retirement Plan | 0.42 | 15,048 | 0 | | | SERP | 0.42 | 0 | 0 | | Claude E. Elkins | Retirement Plan | 37 | 1,659,456 | 0 | | | SERP | 37 | 3,175,176 | 0 | | Alan H. Shaw | Retirement Plan | 31 | 1,371,842 | 30,986 | | | SERP | 31 | 8,228,100 | 39 | | Paul B. Duncan | Retirement Plan | 2.08 | N/A | N/A | | | SERP | 2.08 | N/A | N/A |

  186. 2024 Pension Benefits Table

    | 90 2025 Proxy Statement | Norfolk Southern Corporation |

  187. 2024 Pension Benefits Table

    | | Narrative to Pension Benefits Table | | The Retirement Plan is a defined benefit pension plan that covers substantially all of the management employees of Norfolk Southern Corporation. Benefits payable under the Retirement Plan are subject to current Internal Revenue Code limitations, including a limitation on the amount of annual compensation for purposes of calculating eligible compensation for a participant under a qualified retirement plan. The SERP is a restoration plan that generally provides for the payment of benefits in excess of the Internal Revenue Code limits, which benefits vest in the same manner that benefits vest under the Retirement Plan. Under the Retirement Plan and the SERP, each Named Executive Officer can generally expect to receive an annual retirement benefit equal to average annual compensation for the five most highly compensated years (for Mr. George, the five highest consecutive years) out of the last ten years of creditable service multiplied by a percentage equal to 1.5 times total years of creditable service, but not in excess of 40 years of creditable service (which would be equivalent to a maximum of 60% of such average compensation), less an offset for the annual Railroad Retirement Act annuity. Average compensation includes salary, awards under the EMIP and unused vacation amounts paid upon severance from employment. Under the Retirement Plan and the SERP, annual retirement benefits will be payable to each Named Executive Officer upon retirement and, upon the Named Executive Officer’s death, to his or her spouse on a joint- and survivor-annuity basis. The above table shows the number of years of credited service and the actuarial present value of each Named Executive Officer’s accumulated benefits under our defined benefit plans as of December 31, 2024, which is the pension plan measurement date we use for financial reporting purposes. Mr. Shaw commenced his retirement benefits under the Retirement Plan in October 2024 following his termination for Cause in September 2024, with his benefits reduced 1/360 for each month he was under age 60 upon his retirement, and his SERP benefits that accrued after 2003 were subject to a required six-month delay in payment following his retirement. For purposes of the table, we assume: a retirement age of 62 for Mr. George, Mr. Bhatt, Mr. Orr, and Mr. Zampi; and a retirement age of 60 for Mr. Elkins. For each of these Named Executive Officers, the age listed is the earliest age at which each may retire under the plans without an age-based benefit reduction, and none of those officers had reached the listed age as of December 31, 2024. Neither Mr. Orr nor Mr. Bhatt is vested in the benefit shown in the table, since both have less than five years of service with Norfolk Southern Corporation, and the accrued benefit shown is subject to forfeiture until each officer has achieved five years of credited service. Mr. Duncan did not have five years of creditable service when he was terminated without Cause on March 31, 2024, and he is therefore ineligible for any pension benefits. For a discussion of the other material assumptions applied in quantifying the present values of the above accrued benefits, see note 13 to our financial statements included with our Annual Report on Form 10-K for the fiscal year ended December 31, 2024. We have no policy with regard to granting extra years of credited service. | |

  188. 2024 Pension Benefits Table

    | Norfolk Southern Corporation | 2025 Proxy Statement 91 |

  189. 2024 Nonqualified Deferred Compensation Table

    2024 Nonqualified Deferred Compensation Table

  190. 2024 Nonqualified Deferred Compensation Table

    | Name | Executive Contributions in Last FY ($)(1) | Registrant Contributions in Last FY ($) | Aggregate Earnings in Last FY ($) | Aggregate Withdrawals/ Distributions ($) | Aggregate Balance at Last FYE ($)(2) | | Mark R. George | 0 | 0 | 169,921 | 0 | 1,928,380 | | Jason A. Zampi | 0 | 0 | 0 | 0 | 0 | | John F. Orr | 0 | 0 | 0 | 0 | 0 | | Anil Bhatt | 0 | 0 | 0 | 0 | 0 | | Claude E. Elkins | 0 | 0 | 20,861 | 0 | 195,826 | | Alan H. Shaw | 0 | 0 | 7,522 | 0 | 38,025 | | Paul B. Duncan | 0 | 0 | 0 | 0 | 0 |

  191. 2024 Nonqualified Deferred Compensation Table

    | (1) Amounts in this column are included in the “Salary” and/or “Non-Equity Incentive Plan Compensation” column(s) of the Summary Compensation Table. |

  192. 2024 Nonqualified Deferred Compensation Table

    | (2) Of these amounts, the following has previously been reported as compensation to the Named Executive Officer in our Summary Compensation Tables ending with the fiscal year ended December 31, 2024: Mr. George, $1,742,860. |

  193. 2024 Nonqualified Deferred Compensation Table

    | | Narrative to Nonqualified Deferred Compensation Table | | The EDCP permits executives to defer compensation, as adjusted for earnings or losses, until retirement or another specified date or event. Amounts that our Named Executive Officers defer under the EDCP are credited to a separate memorandum account maintained in the name of each participant. We do not make contributions to participants’ accounts. Participants may defer up to 50% of base salary and 100% of annual incentive payments to the EDCP, and are credited with earnings and/or losses based on the performance of hypothetical investment options selected by the participant. The hypothetical investment options include various mutual funds as crediting indices. With respect to each deferral, participants may choose to receive a distribution at the earliest of separation from service, disability, or a specified future date. The amounts credited to a participant will be distributed, in accordance with the participant’s elected distribution options, in one lump sum or a stream of annual cash payments. Our commitment to accrue and pay interest and/or earnings on amounts deferred is facilitated by the purchase of corporate-owned life insurance with executive officers as insureds under the policies. If the Board of Directors determines at any time that changes in the law affect our ability to recover the cost of providing the benefits payable under the EDCP, the Board, in its discretion, may reduce the earnings on deferrals. The adjusted rate may not be less than the lesser of one-half the rate of earnings otherwise provided for in the EDCP or 7%. | |

  194. 2024 Nonqualified Deferred Compensation Table

    | 92 2025 Proxy Statement | Norfolk Southern Corporation |

  195. POTENTIAL PAYMENTS UPON A CHANGE IN CONTROL OR OTHER

    POTENTIAL PAYMENTS UPON A CHANGE IN CONTROL OR OTHER

  196. PAY RATIO DISCLOSURE

    PAY RATIO DISCLOSURE The ratio of the annual compensation of Mark R. George, our President and CEO to the median annual compensation of our other employees in 2024 is 124 to 1. We used the same median employee that we identified in 2023 for purposes of this disclosure. There has been no significant change in our employee population or employee compensation arrangements that we believe would significantly impact the pay ratio disclosure for 2024. A complete description of the methodology we previously used to identify the estimated median employee can be found in our 2023 Proxy Statement. The determination of the median employee is an estimate, and other companies may use different methodologies and assumptions in determining the median employee. The pay ratio for other companies may not be comparable to the ratio we present due to different methodologies and assumptions, different employee populations, and different compensation structures. As in 2023, we used the following methodology to determine the median employee’s annual compensation, and to determine annual compensation for our CEO:

  197. PAY RATIO DISCLOSURE

    | ∎ | We calculated each element of the median employee’s compensation for 2024 in accordance with the SEC rules for reporting compensation in the Summary Compensation Table of the proxy. Under this calculation, the median of the annual total compensation of all employees of the Company, other than our CEO, was $79,792. We included in this calculation the value of the employer-provided health and welfare benefits provided under the Railroad Employees National Health and Welfare Plan, a collectively bargained multiemployer plan. |

  198. PAY RATIO DISCLOSURE

    | ∎ | For the annual total compensation of Mr. George, we used the amount reported in the total column (column (j)) of our Summary Compensation Table included in our Proxy Statement, but increased that total by $882,883 to annualize the salary and annual incentive Mr. George would have received if he had served as CEO for the entire year, and further increased it by $24,174 to include the value of the employer-provided health and welfare benefits so as to maintain |

  199. PAY RATIO DISCLOSURE

    | Norfolk Southern Corporation | 2025 Proxy Statement 97 |

  200. PAY RATIO DISCLOSURE

    | consistency between the annual total compensation of our CEO with the annual total compensation for the median employee. This resulted in annual compensation of $9,892,717 for Mr. George for purposes of determining the pay ratio. Information about the objectives of our executive compensation program and the process that the Committee used to establish Mr. George’s compensation for 2024, including the Committee’s engagement of an independent compensation consultant to assist in determining the appropriate level of pay, can be found in our “Compensation Discussion and Analysis” section which begins on page 51. |

  201. PAY RATIO DISCLOSURE

    | 98 2025 Proxy Statement | Norfolk Southern Corporation |

  202. PAY VERSUS PERFORMANCE TABLE AND RELATED DISCLOSURE

    PAY VERSUS PERFORMANCE TABLE AND RELATED DISCLOSURE

  203. Tabular Disclosure of Pay Versus Performance

    Tabular Disclosure of Pay Versus Performance

  204. Tabular Disclosure of Pay Versus Performance

    | | | | | | | | | | Value of Initial Fixed $100 Investment on December 31, 2019 Based On: | | | | | Year | Summary Compensation Table Total for PEO1 1 | Summary Compensation Table Total for PEO2 2 | Summary Compensation Table Total for PEO3 3 | Compensation Actually Paid to PEO1 1,5 | Compensation Actually Paid to PEO2 2,5 | Compensation Actually Paid to PEO3 3 | Average Summary Compensation Table Total for Non-PEO NEOs 4 | Average Compensation Actually Paid to Non-PEO NEOs 4,5 | Norfolk Southern Total Shareholder Return | Peer Group Total Shareholder Return 6 | Net Income ($ in Millions) | After-Tax Return on Average Invested Capital 7 | | 2024 | 8,985,660 | 11,924,070 | | 9,134,271 | (5,709,671) | | 5,282,388 | 4,304,294 | $134 | $142 | 2,622 | 11.5% | | 2023 | | 13,418,978 | | | 4,077,950 | | 3,478,630 | 1,402,195 | $132 | $148 | 1,827 | 11.4% | | 2022 | | 9,770,910 | 9,615,456 | | 10,444,401 | 1,969,194 | 4,239,302 | 4,343,073 | $134 | $130 | 3,270 | 14.1% | | 2021 | | | 14,016,942 | | | 25,072,294 | 4,059,729 | 5,783,924 | $159 | $155 | 3,005 | 12.7% | | 2020 | | | 14,125,279 | | | 12,202,837 | 3,976,507 | 2,785,700 | $125 | $122 | 2,013 | 10.4% |

  205. Tabular Disclosure of Pay Versus Performance

    Notes:

  206. Tabular Disclosure of Pay Versus Performance

    | 1. | PEO1: Mark R. George, President & Chief Executive Officer |

  207. Tabular Disclosure of Pay Versus Performance

    | 2. | PEO2: Alan H. Shaw, Former President & Chief Executive Officer |

  208. Tabular Disclosure of Pay Versus Performance

    | 3. | PEO3: James Squires, Former Chairman, President, & Chief Executive Officer |

  209. Tabular Disclosure of Pay Versus Performance

    | 4. | The following non-principal executive officer (PEO) named executive officers (NEOs) are reflected in the averages: For 2024, Mr. Zampi, Mr. Orr, Mr. Duncan, Mr. Bhatt, and Mr. Elkins. For 2023, Mr. George, Mr. Duncan, Ms. Adams, and Mr. Elkins. For 2022, Mr. George, Ms. Sanborn, Ms. Adams, and Mr. Elkins. For 2021, Mr. Shaw, Mr. George, Ms. Sanborn, and Ms. Adams. For 2020, Mr. Shaw, Mr. George, Ms. Sanborn, Ms. Adams, Mr. Scheib, and Mr. Wheeler. |

  210. Tabular Disclosure of Pay Versus Performance

    | 5. | To calculate 2024 compensation actually paid, the following amounts were deducted from and added to Summary Compensation Table total compensation: |

  211. Summary Compensation Table to Compensation Actually Paid Reconciliation

    Summary Compensation Table to Compensation Actually Paid Reconciliation

  212. Summary Compensation Table to Compensation Actually Paid Reconciliation

    | | PEO1 Mark R. George | PEO2 Alan H. Shaw | Average of Non-PEO Named Executive Officers | | Components of Compensation | 2024 | 2024 | 2024 | | Summary Compensation Table (SCT) Total | 8,985,660 | 11,924,070 | 5,282,388 | | Deductions From SCT Total | | | | | Stock Awards and Option Awards Value | (6,697,212) | (9,999,312) | (3,490,334) | | Change in Pension Value and Nonqualified Deferred Compensation Earnings | 0 | (989,138) | (112,512) | | Additions to SCT Total (i) | | | | | Year-End Fair Value of Equity Awards Granted During the Year | 6,299,754 | 0 | 2,688,964 | | Change in Value During the Year of Prior-Year Awards Remaining Unvested | 52,131 | (7,511,721) | (189,655) | | Change in Value During the Year of Prior-Year Awards Vesting During the Year | 46,334 | 22,628 | 21,309 | | Dividend Equivalent Payments Made on Unvested Awards | 226,630 | 371,972 | 54,833 | | Current-Year Pension Service Cost | 220,974 | 471,829 | 49,300 | | Value of Changes in Pension Plan | 0 | 0 | 0 | | Compensation Actually Paid | 9,134,271 | (5,709,671) | 4,304,294 |

  213. Summary Compensation Table to Compensation Actually Paid Reconciliation

    | (i) Amounts were calculated in accordance with the SEC methodology for determining compensation actually paid for each year shown. Fair values for equity awards were determined as of each measurement date using valuation methodologies and |

  214. Summary Compensation Table to Compensation Actually Paid Reconciliation

    | Norfolk Southern Corporation | 2025 Proxy Statement 99 |

  215. Summary Compensation Table to Compensation Actually Paid Reconciliation

    | assumptions consistent with those used to estimate fair value at grant under US GAAP. The valuation assumptions used to estimate the year-end fair value of PSUs differed from those used for grant-date estimates in that they took into account the most recent estimated earnout percentage of the awards at each year end, and updated Monte Carlo simulations of relative total shareholder returns for Norfolk Southern and the relevant peer companies; and the vesting-date value of PSUs was calculated using the actual earnout percentage for the performance period. Year-end and vesting-date valuations of outstanding stock options used a shorter expected option term than the 7 years used for grant-date fair values to take into account the passage of time, and used updated risk-free interest rates to reflect changes in market interest rates between the grant date and the valuation dates. Both the year-end and vesting date valuations of PSUs, stock options and RSUs used current share prices as of each valuation date, rather than the grant-date share price. |

  216. Summary Compensation Table to Compensation Actually Paid Reconciliation

    | 6. | The peer group total shareholder return calculations are based on the Standard & Poor’s (S&P) Railroad Stock Price Index. |

  217. Summary Compensation Table to Compensation Actually Paid Reconciliation

    | 7. | After-tax ROAIC used here is a non-GAAP financial measure and is calculated by dividing Norfolk Southern’s net operating profit after-tax (defined as net income excluding interest expense, taxes on interest, and interest on operating lease liabilities, and adjusted for the effect of capitalizing Norfolk Southern’s operating lease obligations) by the average invested capital (defined as the average of the current and prior year-end shareholders’ equity and total debt balances, which is then adjusted for the effect of capitalizing Norfolk Southern’s operating lease obligations). 2024 ROAIC excludes the effects of restructuring and other charges, shareholder advisory costs, a deferred tax adjustment, and the acquisition of the Cincinnati Southern Railway. Excluding such adjustments, 2024 ROAIC would have been 10.7%. |

  218. Most Important Performance Measures to Determine Compensation Actually Paid

    Most Important Performance Measures to Determine Compensation Actually Paid The five items listed below represent the most important performance measures we used to determine compensation actually paid to our named executive officers in 2024, as described in the Compensation Discussion and Analysis (CD&A) sections titled “2024 Annual Incentives” and “Long-Term Incentive Awards.”

  219. Most Important Performance Measures to Determine Compensation Actually Paid

    | Most Important Performance Measures | | After-tax ROAIC | | Operating Ratio | | Operating income | | Annual revenue | | Total shareholder return |

  220. Most Important Performance Measures to Determine Compensation Actually Paid

    | 100 2025 Proxy Statement | Norfolk Southern Corporation |

  221. 1. Compensation Actually Paid Compared to TSR

    1. Compensation Actually Paid Compared to TSR As shown in the chart below, compensation actually paid (“CAP”) to the PEOs and the non-PEO NEOs is aligned with total shareholder return on Norfolk Southern’s stock. This is primarily because the majority of compensation to the named executive officers is in the form of long-term, stock-based incentives which are tied directly to stock price, as described in the CD&A report. Norfolk Southern’s TSR compared favorably with the peer group for 2020 through 2022, declined somewhat in 2023 due largely to the effects of the East Palestine incident, and compared favorably to the peer group in 2024 based on improved business performance. CAP to all NEOs declined in 2023 and CAP to non-CEO NEOs increased in 2024, aligned with TSR performance. CAP for 2024 to Mr. Shaw was negative due to the forfeiture of his annual incentive payment and all unvested equity awards as a result of his termination for Cause.

  222. 2. Compensation Actually Paid Compared to Net Income

    2. Compensation Actually Paid Compared to Net Income As shown in the chart below, CAP to the PEOs and other NEOs is generally, but not directly, aligned with net income. This is primarily because the majority of compensation to the NEOs is in the form of long-term, stock-based incentives which are sensitive to changes in stock price. Compensation to our named executive officers is not tied directly to net income, although annual incentive awards are partially based on operating income.

  223. 2. Compensation Actually Paid Compared to Net Income

    | Norfolk Southern Corporation | 2025 Proxy Statement 101 |

  224. 3. Compensation Actually Paid Compared to

    3. Compensation Actually Paid Compared to