DEF 14A of Norfolk Southern Corp
Filed Mar 27, 2026 · FY20250001193125-26-127620
NORFOLK SOUTHERN DIRECTOR NOMINEES
NORFOLK SOUTHERN DIRECTOR NOMINEES
NORFOLK SOUTHERN DIRECTOR NOMINEES
| Name | Age | Director Since | Principal Occupation | Independent | Committees (as of March 27, 2026) | | Richard H. Anderson | 70 | 2024 | Former President and CEO, Amtrak, Former CEO, Delta, and Northwest Airlines | | AC, Comp, EC (Chair) | | William Clyburn, Jr. | 59 | 2024 | Founder and CEO, Clyburn Consulting, LLC; Former Vice Chairman and Commissioner, U.S. Surface Transportation Board | | GNC, SC | | Philip S. Davidson | 66 | 2023 | Retired Admiral, U.S. Navy | | AC, SC | | Francesca A. DeBiase | 60 | 2023 | Former Executive Vice President and Global Chief Supply Chain Officer, McDonald’s Corporation | | Comp, EC, GNC (Chair) | | Marcela E. Donadio | 71 | 2016 | Former Audit Partner and Americas Oil & Gas Sector Leader, Ernst & Young LLP | | AC (Chair), EC, SC | | Sameh Fahmy | 74 | 2024 | Former Executive Vice President, Precision Scheduled Railroading, Kansas City Southern | | AC, SC | | Mark R. George | 59 | 2024 | President and CEO, Norfolk Southern Corporation | | EC | | Mary Kathryn “Heidi” Heitkamp | 70 | 2024 | Former U.S. Senator | | GNC, SC | | John C. Huffard, Jr. | 58 | 2020 | Co-Founder, Tenable Holdings, Inc. | | Comp (Chair), EC, GNC | | Christopher T. Jones | 61 | 2020 | Former Corporate VP and President, Technology Services sector, Northrop Grumman Corporation | | AC, EC, SC (Chair) | | Gilbert H. Lamphere | 73 | 2024 | Chairman of MidRail LLC and former board member of Illinois Central Railroad (Chairman), Canadian National Railway Company, and CSX Corporation | | AC, Comp | | Lori J. Ryerkerk | 63 | 2025 | Former President and CEO, Celanese Corp. | | Comp, GNC |
NORFOLK SOUTHERN DIRECTOR NOMINEES
AC: Audit and Finance Committee, EC: Executive Committee, GNC: Governance and Nominating Committee, Comp: Compensation and Talent Management Committee, SC: Safety Committee
BOARD COMPOSITION, TENURE, AND DIVERSITY
BOARD COMPOSITION, TENURE, AND DIVERSITY
BOARD COMPOSITION, TENURE, AND DIVERSITY
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BOARD COMPOSITION, TENURE, AND DIVERSITY
Includes gender, racial, and ethnic diversity
BOARD COMPOSITION, TENURE, AND DIVERSITY
| 2 2026 Proxy Statement | Norfolk Southern Corporation |
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| 2025 BUSINESS HIGHLIGHTS |
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In 2025, Norfolk Southern strengthened the foundation of our railroad. We kept our cost commitments, maintained reliable service, and delivered measurable safety gains with the company’s best injury and accident rates in more than a decade. In the face of a volatile and challenging macroeconomic backdrop, the Company focused on the controllables to deliver outsized productivity savings in excess of $215 million, alongside our safety and service improvements. Additional notable achievements include: Our railway operating revenues of $12.2 billion were up $57 million compared to full year 2024; We moved 3% more gross ton-miles with 4% fewer employees; Our operating ratio in 2025 was 64.2%, an improvement of 220 basis points, compared to 66.4% in 2024; We delivered on our $2.2B capital budget on time and on budget; Our diluted earnings per share were $12.75, an increase of 10% compared to 2024; and We exceeded our original productivity target by $66M or 44%. (1) Terminal Dwell is the average time a car resides at a terminal location expressed in hours. The measurement begins with a customer release, received interchange, or train arrival event and ends with a customer placement (actual or constructive), delivered or offered in interchange, or train departure event. Cars that move through a terminal on a run-through train are excluded, as are stored, bad ordered, and maintenance of way cars. (2) Train Speed measures the line-haul movement between terminals and represents the average speed calculated by dividing train-miles by total hours operated, excluding yard and local trains, passenger trains, maintenance-of-way trains, and terminal time. (3) Car Miles per Day is the average number of car miles moved each day for cars in the operating inventory. (4) GTMs / Avail HP measures gross ton miles moved each day divided by locomotive fleet horsepower available for use in transportation activities. (5) Intermodal Svc Composite measures the percent of composite intermodal loads available on-time for customer pick-up. (6) Merch Plan Compliance represents the percentage of merchandise shipments delivered no later than +24 hours of the initial trip plan ETA. As we enter 2026, the demand environment remains unclear, but we are steadfastly focused on prioritizing the safety of our employees and communities, delivering consistent customer service, and driving further productivity gains to contain our costs in any volume environment.
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| Norfolk Southern Corporation | 2026 Proxy Statement 3 |
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| 2025 SUSTAINABILITY HIGHLIGHTS |
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Norfolk Southern plays an essential role in the U.S. economy, moving the goods and materials that power growth, enabling commerce, and providing access to international markets. We kept the economy moving in 2025, generating revenues of approximately $3.01 billion in intermodal shipments, $2.54 billion in agriculture, forest, and consumer products, and $1.72 billion in metals and construction merchandise. We continue to integrate sustainability into daily operations to advance the safety and efficiency of our business, help our customers achieve their sustainability goals, and honor our commitments as a responsible corporate citizen. These commitments are integral to driving our business forward and ensuring long-term success for all stakeholders: investors, customers, employees, communities, and industry partners. In 2025, we took the next steps in our sustainability journey, including: Training for Safety: In 2025, over 5,800 first responders were trained through our Operation Awareness and Response program, which provides free training throughout our network, arming first responders with the skills and knowledge they need to respond to rail-related incidents. Improving Safety: Our continued efforts to enhance our safety culture resulted in 2025 having our best FRA Accident Rate in more than a decade. Modernizing our Locomotives: Our Juniata Locomotive Shop in Altoona, PA completed our 1,000th DC-to-AC locomotive conversion. Each conversion extends a locomotive's life by at least 20 years, improves reliability by up to 40%, and improves fuel efficiency by up to 25%. Continuing to Improve Fuel Efficiency: In 2025, we improved fuel efficiency by 4.6%, continuing progress made in 2024, and reaching an all-time record. Our fuel efficiency efforts saved over 26 million gallons of diesel. Introducing RailGreen: RailGreen is a first-of-its-kind solution enabling customers to reduce emissions from their freight rail shipments via verified certificates from the use of biodiesel in locomotives. Leading in Sustainability: Josh Raglin, Norfolk Southern’s Chief Sustainability Officer, was named the 2025 Sustainable Business Leader of the Year by Environmental Finance and our living shoreline in Lamberts Point, Virginia won Best Sustainability Program from the U.S. Chamber of Commerce Foundation’s Citizens Awards. Driving Industrial Development: Our customers advanced over 60 industrial development projects in 2025, representing $7.7 billion in industry investment for new or expanded rail–served facilities along NS and short line partner routes.
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| 2025 Sustainability Progress Highlights |
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| 26 million | 1,000+ | 5,800+ | | Gallons of diesel saved by improvements to fuel efficiency. | DC-to-AC locomotive modernizations, with each conversion saving fuel, improving reliability, and reducing emissions. | First responders trained, arming them with the skills and knowledge they need to respond to rail-related incidents. |
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| 4 2026 Proxy Statement | Norfolk Southern Corporation |
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| 2025 Corporate Governance Highlights | | | Since the start of 2025, we have elected a new Board Chair (Richard H. Anderson), a new Chair of the Compensation and Talent Management Committee (John C. Huffard, Jr.), and successfully onboarded a new director (Lori J. Ryerkerk). Collectively, these directors bring significant railroad and transportation industry, executive, mergers and acquisitions, operational, safety, and information technology expertise to their roles. We also further improved our processes by completing a comprehensive evaluation and benchmarking of Board and Committee roles and oversight, resulting in the Board’s decision in March 2025 to recalibrate our committee responsibilities and membership to ensure the Board will continue to drive enhanced shareholder outcomes. These specific changes include the following: | | | 1. | Moving enterprise risk management, capital and operating budgeting, and cybersecurity oversight to the full Board, with specific time dedicated to review and discuss these topics regularly with management; | | 2. | Combining the Audit and Finance and Risk Management Committees, enabling oversight of enterprise risk management and cybersecurity to go directly to the Board with the remaining financial matters overseen by the renamed Audit and Finance Committee; | | 3. | Enhancing the focus of the Governance and Nominating Committee to expressly oversee Board and Committee Chair succession planning and the effectiveness of the working relationship and communication with management, among other items; | | 4. | Changing the name of the Human Capital Management and Compensation Committee to the Compensation and Talent Management Committee, and adding specific focus areas for it to oversee, including executive talent and leadership development, executive officer evaluation and succession planning, and workplace environment and culture, among others; and | | 5. | Creating a new Code of Ethics and Business Conduct for members of our Board of Directors, coupled with an initial and periodic certification process, to help Board members recognize and proactively address potential ethical issues, provide reporting mechanisms, and foster a culture of honesty and accountability. | | The Board believes these enhancements better position them to engage and oversee management on behalf of shareholders and ensure that key enterprise-wide areas are called out for more focused review and discussion. Please see pages 33-36 for additional details on these enhancements. | |
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| Norfolk Southern Corporation | 2026 Proxy Statement 5 |
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| Commitment to Robust Governance Practices | | | Strong Corporate Governance and Shareholder Rights | | | ■ | Annual election of directors | | ■ | Majority vote standard with resignation policy in uncontested director elections | | ■ | Independent, non-employee Board Chair | | ■ | Proxy access right | | ■ | Annual Say-on-Pay vote | | ■ | Shareholder right to call special meetings | | ■ | Policies prohibiting hedging and pledging of Norfolk Southern securities | | ■ | Stock ownership guidelines and share retention requirements for executives and directors | | ■ | New York Stock Exchange (“NYSE”) clawback policy covering financial restatements | | ■ | Comprehensive supplemental clawback policy applicable to all incentive compensation, covering detrimental conduct, including reputational harm | | ■ | Robust annual shareholder engagement program involving senior management and various Board members, with detailed summaries provided to the Governance and Nominating and Compensation and Talent Management Committees | | ■ | Board-specific Code of Ethics and Business conduct adopted to help guide director behavior and accountability | | Board Composition and Refreshment | | | ■ | Annual board and committee self-evaluation process, overseen by our independent Board Chair, coupled with one-on-one discussions with our Governance and Nominating Committee and Board Chairs to secure and relay, respectively, individual director feedback to promote growth and enhanced oversight and effectiveness, with periodic facilitation by an independent third party | | ■ | Annual review of Board composition, skills and experience, and succession planning for board positions led by the Governance and Nominating Committee | | ■ | Director retirement policy at age 75 supports refreshment | | ■ | Onboarded one new director to our Board since the start of 2025 | | ■ | Annual review of director commitments and overboarding, with formal policy | | Board Education and Training | | | ■ | Our NS OnBoard director orientation program for new directors that involves multiple meetings with senior management and site visits to better enable new directors to provide meaningful oversight | | ■ | Curated education and enrichment opportunities provided in each of the first two years on the Board | | ■ | Frequent engagement opportunities for continuing education about the Company and new legal and regulatory requirements, including extensive Board-specific programming outside the boardroom, including facility visits, operational and technological deep dives, and scheduled and impromptu meetings with Company management and safety and operational personnel | | ■ | Participation in outside director education seminars is encouraged |
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| 6 2026 Proxy Statement | Norfolk Southern Corporation |
CORPORATE GOVERNANCE AND THE BOARD
CORPORATE GOVERNANCE AND THE BOARD
CORPORATE GOVERNANCE AND THE BOARD
| ITEM 1 | The following individuals have been nominated by the Board for election as directors for a one-year term expiring at the 2027 Annual Meeting: Richard H. Anderson, William Clyburn, Jr., Philip S. Davidson, Francesca A. DeBiase, Marcela E. Donadio, Sameh Fahmy, Mark R. George, Mary Kathryn “Heidi” Heitkamp, John C. Huffard, Jr., Christopher T. Jones, Gilbert H. Lamphere, and Lori J. Ryerkerk. So that you have information concerning the independence of the process by which our Board of Directors selected the nominees, we confirm, as required by the SEC, that (1) there are no family relationships among any of the nominees or among any of our nominees and any officer, (2) there is no arrangement or understanding between any Norfolk Southern nominee or director and any other person pursuant to which the nominee or director was selected, and (3) none of our directors or director nominees were participants in related-party transactions required to be disclosed by the SEC rules. The age listed for each Norfolk Southern director nominee is as of March 2, 2026. Additional information on the experience and expertise of the Norfolk Southern director nominees can be found on the following pages. | | | | | Election of 12 Directors for a One-Year Term The Board of Directors unanimously recommends that shareholders vote FOR the Board’s 12 nominees for election as directors. FOR | | | | | | | Name | Age | Director Since | Independent | | | Richard H. Anderson | 70 | 2024 | | | | William Clyburn, Jr. | 59 | 2024 | | | | Philip S. Davidson | 66 | 2023 | | | | Francesca A. DeBiase | 60 | 2023 | | | | Marcela E. Donadio | 71 | 2016 | | | | Sameh Fahmy | 74 | 2024 | | | | Mark R. George | 59 | 2024 | | | | Mary Kathryn “Heidi” Heitkamp | 70 | 2024 | | | | John C. Huffard, Jr. | 58 | 2020 | | | | Christopher T. Jones | 61 | 2020 | | | | Gilbert H. Lamphere | 73 | 2024 | | | | Lori J. Ryerkerk | 63 | 2025 | |
CORPORATE GOVERNANCE AND THE BOARD
| Norfolk Southern Corporation | 2026 Proxy Statement 7 |
CORPORATE GOVERNANCE AND THE BOARD
CORPORATE GOVERNANCE AND THE BOARD
CORPORATE GOVERNANCE AND THE BOARD
| TABLE OF CONTENTS | PAGE | | Director Elections | | | Director Nominees | 9 | | Consideration of Potential Director Candidates | 21 | | Qualifications of Director Nominees | 22 | | Board Skills Matrix | 23 | | Director Independence | 24 | | Board Corporate Governance Matters | | | Board Leadership Structure | 24 | | Spotlight on our Independent Board Chair | 25 | | Board Self-Evaluations and Refreshment | 26 | | Director Onboarding and Continuing Education | 27 | | Corporate Governance Best Practices | 28 | | Risk Oversight | 30 | | Director Attendance at Board and Annual Meetings | 31 | | Board Committees and Composition | 32 | | Director Compensation | 38 |
CORPORATE GOVERNANCE AND THE BOARD
| 8 2026 Proxy Statement | Norfolk Southern Corporation |
DIRECTOR NOMINEES
DIRECTOR NOMINEES
DIRECTOR NOMINEES
| RICHARD H. ANDERSON INDEPENDENT DIRECTOR SINCE: 2024 AGE: 70 COMMITTEES: ■ Audit and Finance ■ Compensation and Talent Management ■ Executive (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, Mergers and Acquisitions – 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. |
DIRECTOR NOMINEES
| Norfolk Southern Corporation | 2026 Proxy Statement 9 |
DIRECTOR NOMINEES
| WILLIAM CLYBURN, JR. INDEPENDENT DIRECTOR SINCE: 2024 AGE: 59 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 and Mergers and Acquisitions – 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 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. |
DIRECTOR NOMINEES
| 10 2026 Proxy Statement | Norfolk Southern Corporation |
DIRECTOR NOMINEES
| PHILIP S. DAVIDSON INDEPENDENT DIRECTOR SINCE: 2023 AGE: 66 COMMITTEES: ■ Audit and Finance ■ 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. |
DIRECTOR NOMINEES
| Norfolk Southern Corporation | 2026 Proxy Statement 11 |
DIRECTOR NOMINEES
| FRANCESCA A. DEBIASE INDEPENDENT DIRECTOR SINCE: 2023 AGE: 60 COMMITTEES: ■ Compensation and Talent Management ■ 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, Human Resources and Compensation, and Risk Management. |
DIRECTOR NOMINEES
| 12 2026 Proxy Statement | Norfolk Southern Corporation |
DIRECTOR NOMINEES
| MARCELA E. DONADIO INDEPENDENT DIRECTOR SINCE: 2016 AGE: 71 COMMITTEES: ■ Audit and Finance (Chair) ■ Executive ■ Safety | 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 and Finance 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, Mergers and Acquisitions, Safety, and CEO/Executive Leadership. |
DIRECTOR NOMINEES
| Norfolk Southern Corporation | 2026 Proxy Statement 13 |
DIRECTOR NOMINEES
| SAMEH FAHMY INDEPENDENT DIRECTOR SINCE: 2024 AGE: 74 COMMITTEES: ■ Audit and Finance ■ 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. |
DIRECTOR NOMINEES
| 14 2026 Proxy Statement | Norfolk Southern Corporation |
DIRECTOR NOMINEES
| MARK R. GEORGE DIRECTOR SINCE: 2024 AGE: 59 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 ■ President and Chief Executive Officer (since 2024) ■ 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, Mergers and Acquisitions, Operational Oversight, Risk Management, Safety, and Transportation and Logistics. |
DIRECTOR NOMINEES
| Norfolk Southern Corporation | 2026 Proxy Statement 15 |
DIRECTOR NOMINEES
| MARY KATHRYN “HEIDI” HEITKAMP INDEPENDENT DIRECTOR SINCE: 2024 AGE: 70 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 U.S. (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. |
DIRECTOR NOMINEES
| 16 2026 Proxy Statement | Norfolk Southern Corporation |
DIRECTOR NOMINEES
| JOHN C. HUFFARD, JR. INDEPENDENT DIRECTOR SINCE: 2020 AGE: 58 COMMITTEES: ■ Compensation and Talent Management (Chair) ■ Executive ■ Governance and Nominating | 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, compensation and talent management, 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 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. His additional and significant experience overseeing talent and compensation strategies as a former President and Chief Operating Officer positions him well to chair our Compensation and Talent Management Committee and lead its enhanced focus and engagement on these matters. 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 and Mergers and Acquisitions – 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 cybersecurity software company into a public company. ■ Mr. Huffard also has experience in Governance/Board. |
DIRECTOR NOMINEES
| Norfolk Southern Corporation | 2026 Proxy Statement 17 |
DIRECTOR NOMINEES
| CHRISTOPHER T. JONES INDEPENDENT DIRECTOR SINCE: 2020 AGE: 61 COMMITTEES: ■ Audit and Finance ■ 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. |
DIRECTOR NOMINEES
| 18 2026 Proxy Statement | Norfolk Southern Corporation |
DIRECTOR NOMINEES
| GILBERT H. LAMPHERE INDEPENDENT DIRECTOR SINCE: 2024 AGE: 73 COMMITTEES: ■ Audit and Finance ■ Compensation and Talent Management | 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 and Mergers and Acquisitions – 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, Safety, and Strategic Planning. |
DIRECTOR NOMINEES
| Norfolk Southern Corporation | 2026 Proxy Statement 19 |
DIRECTOR NOMINEES
| LORI J. RYERKERK INDEPENDENT DIRECTOR SINCE: 2025 AGE: 63 COMMITTEES: ■ Compensation and Talent Management ■ Governance and Nominating | 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) ■ Cencora, Inc. (since 2025) ■ 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 the American Petroleum Institute, and overseeing Celanese’s design 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 are 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, Mergers and Acquisitions, Risk Management, Safety, Strategic Planning, Finance and Accounting, and Transportation and Logistics. |
DIRECTOR NOMINEES
| 20 2026 Proxy Statement | Norfolk Southern Corporation |
COMPENSATION OF DIRECTORS
COMPENSATION OF DIRECTORS
2025 Non-Employee Director Compensation Table
2025 Non-Employee Director Compensation Table
2025 Non-Employee Director Compensation Table
| Name(1) | Fees Earned or Paid in Cash ($)(2) | Stock Awards ($)(3) | All Other Compensation ($)(4) | Total ($) | | Richard H. Anderson | 217,000 | 235,698 | 25,000 | 477,698 | | William Clyburn, Jr. | 120,000 | 180,082 | 40,000 | 340,082 | | Philip S. Davidson | 180,000 | 180,082 | 5,000 | 365,082 | | Francesca A. DeBiase | 200,000 | 180,082 | | 380,082 | | Marcela E. Donadio | 140,000 | 180,082 | 20,000 | 340,082 | | Sameh Fahmy | 120,000 | 180,082 | | 300,082 | | Mary Kathryn ”Heidi” Heitkamp | 120,000 | 180,082 | 25,000 | 325,082 | | John C. Huffard, Jr. | 207,000 | 180,082 | 5,000 | 392,082 | | Christopher T. Jones | 140,000 | 180,082 | 5,000 | 325,082 | | Gilbert H. Lamphere | 130,000 | 180,082 | 17,500 | 327,582 | | Lori J. Ryerkerk | 120,000 | 180,082 | | 300,082 | | Thomas “Colm” Kelleher(5) | 70,000 | 180,082 | | 250,082 | | Claude Mongeau(6) | 110,000 | 280,156 | | 390,156 |
2025 Non-Employee Director Compensation Table
(1) As our CEO during 2025, Mr. George did not receive additional compensation for his service as a director. For compensation information for Mr. George, see the Summary Compensation Table beginning on page 68. (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. (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, 2025. Additional grants were awarded to Claude Mongeau on January 30, 2025, and Richard Anderson on July 31, 2025, in connection with their service as independent Board Chair. 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. (4) Represents the dollar amounts we contributed to charitable organizations on behalf of directors pursuant to our matching gift programs. (5) Mr. Kelleher served on the Board until the conclusion of the 2025 Annual Meeting. (6) Mr. Mongeau resigned from the Board in June 2025.
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. Prior to 2025, the Compensation and Talent Management Committee, together with the Board of Directors determined the compensation of non-employee directors. Beginning in 2025, these responsibilities were assumed by the Governance and Nominating Committee, together with the Board of Directors. Directors who are executives of the Company receive no compensation for their Board service. The applicable 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 responsible 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.
Narrative to Non-Employee Director Compensation
| 38 2026 Proxy Statement | Norfolk Southern Corporation |
Narrative to Non-Employee Director Compensation
Fees. In 2025, 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 two Special Litigation Committees (temporary special purpose committees formed in 2023 and November 2025, respectively, to review litigation matters) each received an additional monthly fee of $5,000, and the chairpersons of those Committees 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. Three directors elected to defer compensation that would have been payable in 2025 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 Norfolk Southern 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, 2025. Mr. Mongeau received an additional award of RSUs on January 30, 2025, in connection with his service as Board Chair, and Mr. Anderson received a prorated award on July 31, 2025, 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. 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. 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 and restricted stock units, whether deferred or not, 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.
Narrative to Non-Employee Director Compensation
| Norfolk Southern Corporation | 2026 Proxy Statement 39 |
COMPENSATION DISCUSSION AND ANALYSIS
| 2025 EXECUTIVE COMPENSATION AT A GLANCE ENHANCED SHAREHOLDER OUTREACH AND RESPONSIVE ACTIONS ADDRESSED KEY 2024 CONCERNS; 2025 SAY-ON-PAY VOTE IMPROVED TO 95% The Company and the Committee meaningfully responded to our disappointing 2024 Say-on-Pay vote, led by a number of targeted actions that resonated with our shareholders, resulting in a 95% approval level for the 2025 Say-on-Pay vote. As a reminder, these responsive actions included electing a new Committee Chair, appointing a new independent compensation consultant (FW Cook), conducting a detailed benchmarking analysis to level set practice to more closely align with industry peers, refreshing Committee membership by appointing three out of four new Committee members, and conducting extensive director-led shareholder engagement to solicit specific feedback about potential compensation-related concerns, which clarified the importance of including (rather than excluding) the impact of the East Palestine incident when calculating executive pay outcomes (which we did in 2025 when calculating such amounts, and which we've continued again in 2026). TARGETED REFINEMENTS MADE TO FURTHER ALIGN OUR EXECUTIVE COMPENSATION PROGRAM WITH SHAREHOLDER SENTIMENT AND MARKET PRACTICE The Committee made additional changes to our executive compensation program during 2025 to build on the aforementioned responsive actions to further refine our program to better align with shareholder feedback and market practice. The primary changes included increasing the weighting of Operating Ratio to 35% (from 30%) of the overall annual incentive award, given continued shareholder focus on overall margins and margin improvement, enhancing our merchandise service metric to further align with peer practice and be more challenging to achieve, recalibrating our performance stock unit (PSU) equity awards to emphasize total shareholder return (TSR) by making it a 40% component of the overall award (rather than a modifier) and setting above-median relative performance as the goal for a target payout, and simplifying such awards by eliminating an additional (revenue) modifier. CONTINUED GOVERNANCE ENHANCEMENTS TO ENHANCE COMMITTEE OVERSIGHT OF TALENT MANAGEMENT, PERFORMANCE, AND SUCCESSION MATTERS The Committee amended its charter to enhance direct Committee oversight of talent management, performance, and succession matters. These amendments resulted in the Committee changing its name to the "Compensation and Talent Management Committee" and assuming direct oversight of the following areas: • Company-wide talent management programs and strategies, • Executive talent and leadership development, including recommending officers for Board election, • CEO/executive officer performance evaluation and succession planning, • Workplace environment and culture, • Employment and other agreements with Executive Officers, • Stock ownership guidelines, • Pension plan, • Clawback policies, • Perquisites, and • Collective bargaining and labor strategies CONTINUED FOCUS AND RESPONSIVE ACTIONS TAKEN TO ENSURE EXECUTIVE TEAM ENGAGEMENT AND RETENTION WITH RESPECT TO THE PENDING MERGER WITH UNION PACIFIC In July, we signed a merger agreement with Union Pacific Corporation ("Union Pacific" or "UP") to create America's first transcontinental railroad (the "Merger"), subject to a detailed and lengthy regulatory approval process. Given the transformative nature of such transaction, and the overarching need to ensure our senior management team is retained, focused, and engaged given the heightened departure risk relating to the pending Merger (resulting from job uncertainty and incremental challenge and workload facing such individuals), the Committee has maintained direct oversight and involvement in a number of Merger-related matters. These matters include review and input on compensation, equity, and benefit-related provisions of the Merger Agreement, as well as the negotiation for and creation of a transaction bonus program pursuant to which the Company has entered into retention bonus award agreements with its executive officers. These agreements, ranging in value from two to four million dollars and paying out in three installments (25% in April 2026, 25% in January 2027, and 50% upon consummation of the UP Merger), subject to a recipient's continued employment on such dates, are designed to ensure the continued employment and engagement of our senior management team in their efforts to secure regulatory approval, plan for a successful integration, and continue operating a safe and service-focused railroad. These awards were supported by shareholders with a 93% in-favor vote at our November special meeting to approve the transaction. |
COMPENSATION DISCUSSION AND ANALYSIS
| 2025 ANNUAL AND LONG-TERM INCENTIVE PLAN AWARD PERFORMANCE: STRONG PERFORMANCE, INCLUDING MULTI-YEAR HIGHS IN SERVICE AND SAFETY, DROVE 2025 ANNUAL INCENTIVE AWARDS ABOVE TARGET; CONTINUED INCLUSION OF THE IMPACT OF THE EAST PALESTINE INCIDENT As set forth on pages 3 and 48, 2025 was a year of significant progress for the Company, particularly from a safety, service, and governance perspective. This strong performance, particularly with respect to our train accident rate, reportable injury rate, and intermodal and merchandise delivery metrics, drove 2025 annual incentive plan payouts of 118.5% of the incentive opportunities for our Named Executive Officers (NEOs). Please see page 58 for more detail on the performance driving these 2025 awards. PSUs FOR THE 2023-2025 PERFORMANCE CYCLE DID NOT PAY OUT GIVEN BELOW-THRESHOLD ROAIC PERFORMANCE DRIVEN BY THE IMPACT OF THE EAST PALESTINE INCIDENT The PSUs for the 2023-2025 performance cycle did not pay out, driven by below-threshold Return on Average Invested Capital "ROAIC" performance over the three-year period. Please see page 63 for more detail on the performance underlying this award. |
COMPENSATION PROGRAM OVERVIEW
| COMPENSATION ELEMENT | PURPOSE | CEO WEIGHTING(1) | AVERAGE NEO WEIGHTING(1) | 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 the section beginning on page 58 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 the section beginning on page 61 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 and relative total shareholder returns ■ PSUs vest after a three-year period if performance is achieved ■ RSUs vest ratably over three years ■ Stock options vest on the third anniversary of the grant date |
COMPENSATION PROGRAM OVERVIEW
(1) The target total compensation mix percentages set forth above for individual components may not sum to 100% due to rounding. OUR SHORT- AND LONG-TERM INCENTIVE PROGRAMS SUPPORT OUR STRATEGY, TARGETING PRODUCTIVITY, SMART AND SUSTAINABLE GROWTH, AND SAFE, RELIABLE, AND RESILIENT SERVICE Our short- and long-term incentive programs are tied to our balanced shareholder value creation strategy. Aside from two targeted updates, we re-approved our prior-year annual incentive metrics and weightings in early 2025 to continue focusing 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 two updates included increasing the weighting of the operating ratio metric to 35% (from 30%) and using merchandise plan compliance (rather than on-time delivery) for one of the two service metrics, which is a more widely-used metric in the industry, and then increased the targeted performance required under such metric. 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.
COMPENSATION PROGRAM OVERVIEW
| Annual Incentives | Long-term Incentives | | PRODUCTIVITY Including operating ratio (35%) 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 (10%) as our third financial metric, in addition to operating income. SAFE, RELIABLE, AND RESILIENT SERVICE Our merchandise plan compliance (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 (60%) as our highest-weighted long-term incentive metric incentivizes long-term productivity and promotes efficient long-term capital utilization. SMART AND SUSTAINABLE GROWTH Using Relative TSR (40%) as a significant long-term incentive metric ensures that our pay outcomes are tied to competitive shareholder return relative to our industry peers. ROAIC further emphasizes profitable growth. SAFE, RELIABLE, AND RESILIENT SERVICE Both long-term performance measures incentivize safe, reliable, and resilient service as reflected in our financial and relative TSR performance measures. |
COMPENSATION GOVERNANCE
| Compensation and Talent Management 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 2025 ■ Assisted in evaluating 2024 Say-on-Pay voting results and articulating processes to meaningfully address such results and communicate such changes to shareholders. ■ Assisted in reviewing and analyzing shareholder feedback received from the Company’s off-season engagement efforts that related to the executive compensation program. ■ 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 compensation provisions specific to our merger agreement with Union Pacific, including the creation of a transaction bonus pool and retention award agreements to help address heightened retention risk specific to our NEOs. ■ 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 2026, our current consultant FW Cook does not provide 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 FW Cook and its advisors under applicable SEC rules and the listing standards of the SEC and, following review of a report provided by FW Cook regarding the independence factors under such rules, determined that the engagement of FW Cook did not raise 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 and Finance Committee the impact of financial results on the executive compensation program. | |
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 2024, 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 2025. The chart below reflects the 2025 peer groups.
PEER GROUPS
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PEER GROUPS
| PEER GROUP | DESCRIPTION | | YEAR-OVER-YEAR CHANGES FROM 2024 TO 2025 | | 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. | | No change | | | • Burlington Northern Santa Fe, LLC • Canadian Pacific Kansas City Limited • Union Pacific Corporation | • Canadian National Railway Company • CSX Corporation | |
LEADING COMPENSATION GOVERNANCE PRACTICES
| PAY-FOR-PERFORMANCE COMPENSATION PROGRAM | Predominantly at-risk and performance-based, with majority of compensation in the form of long-term incentives that foster alignment with shareholder interests | | SHAREHOLDER ACCOUNTABILITY AND ENGAGEMENT | Annual Say-on-Pay vote and robust, ongoing, director-led 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 coupled with a supplemental policy covering misconduct and reputational harm that 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 outside director compensation recommendations, the Governance and Nominating Committee | | LIMITED PERQUISITES | We provide only limited perquisites for Executive Officers or directors |
2025 ANNUAL INCENTIVES
2025 ANNUAL INCENTIVES
2025 ANNUAL INCENTIVES
| NEW IN 2025 | ■ Increased the weighting of the operating ratio metric to 35% (from 30%) to reinforce management’s increasing focus on margin improvement as compared to the Company’s Class I railroad peers. ■ Re-weighted the annual revenue metric from 15% to 10% to continue to reinforce revenue growth while allowing room for increased emphasis on margins. ■ Changed the merchandise service metric from on-time delivery to plan compliance to more closely align with peer practice, and increased our targeted performance threshold, making overall success more challenging to achieve. |
2025 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 2025, the Committee established the following annual incentive opportunities for the NEOs:
2025 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 | 225%X | 67% | = | 151% | 1,658,250 | 0 – 3,712,500 | | Jason A. Zampi | 150%X | 67% | = | 101% | 653,250 | 0 – 1,462,500 | | John F. Orr | 150%X | 67% | = | 101% | 753,750 | 0 – 1,687,500 | | Claude E. Elkins | 150%X | 67% | = | 101% | 678,375 | 0 – 1,518,750 | | Anil Bhatt | 150%X | 67% | = | 101% | 653,250 | 0 – 1,462,500 |
2025 ANNUAL INCENTIVES
As noted above, to further emphasize margin improvement as compared to our Class I railroad peers, the Committee increased the weighting of the operating ratio metric to 35% of the 2025 annual incentive opportunity (from 30%). The Committee further elected to use a new service metric specific to our merchandise business, selecting merchandise plan compliance (rather than on-time delivery) given it is more widely used by our peers to measure performance, and then made such metric more difficult to achieve by increasing the minimum performance threshold. Aside from those targeted updates, the Committee elected to continue using the same metrics and weightings 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 plan compliance 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.
2025 Annual Incentive Outcomes
2025 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 2025, the Committee did not make any adjustments to the annual incentive payout based on individual performance. For 2025, the performance achieved under the annual incentive plan was 118.5% of target, resulting from performance above the maximum level for the intermodal service and reportable injury rate and train accident metrics, performance between target and maximum for the operating ratio, operating income, and merchandise delivery metrics, and performance between threshold and target for the annual revenue metric. The corporate performance metrics, performance levels for each metric (threshold, target, and maximum performance levels), and results for the 2025 annual incentive are detailed below:
2025 Annual Incentive Outcomes
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2025 Annual Incentive Outcomes
| | | | GOALS AND ACHIEVEMENT(1) | | | | | TYPE OF METRIC | DESCRIPTION | MEASURE | THRESHOLD (30%) | TARGET (67%) | MAXIMUM (200% for OR; 150% for Other Metrics) | 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 35% | | | | 160.0% | | | | Operating Income 25% | | | | 74.3% | | | | Annual Revenue 10% | | | | 40.1% | | 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 Plan Compliance 10% | | | | 98.9% | | | | 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% | | | | 150.0% | | | | FRA Reportable Train Accident Rate 5% | | | | 150.0% | | Annual Incentive Payout Level | | | | | | 118.5% |
2025 Annual Incentive Outcomes
Consistent with prior 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 2025 annual incentive program. 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 2025 annual incentive awards.
2025 Annual Incentive Outcomes
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2025 Annual Incentive Outcomes
Annual incentive award targets and payout ranges for 2025, as well as the actual annual incentive award payouts for each of the NEOs for 2025 are:
2025 Annual Incentive Outcomes
| NAMED EXECUTIVE OFFICER | ANNUAL INCENTIVE OPPORTUNITY ($) | CORPORATE PERFORMANCE FACTOR (%) | | PAYOUT EARNED ($) | | Mark R. George | 2,475,000X | 118.5 | = | 2,932,875 | | Jason A. Zampi | 975,000X | 118.5 | = | 1,155,375 | | John F. Orr | 1,125,000X | 118.5 | = | 1,333,125 | | Claude E. Elkins | 1,012,500X | 118.5 | = | 1,199,813 | | Anil Bhatt | 975,000X | 118.5 | = | 1,155,375 |
2025 Annual Incentive Outcomes
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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 2025 PSU awards are intended to motivate long-term productivity and growth through goals for three-year ROAIC and shareholder value creation through goals for relative total shareholder return (TSR). All of our long-term incentives, including PSUs, stock options, and RSUs are tied to our common stock value, and this 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. In addition, the Committee elected to increase the weighting of PSUs for all the NEOs to 60% for 2025 (previously the weighting of the PSUs was 60% only for the CEO, as opposed to 50% for the other NEOs), with the remaining allocations among RSUs and Stock Options evenly split at 20%. The Committee made these determinations to ensure alignment among the senior executive team with respect to the 2025 long-term incentive awards and to otherwise further simplify the overall executive compensation program.
LONG-TERM INCENTIVE AWARDS
| EQUITY VEHICLE | PURPOSE | WEIGHTING | KEY FEATURES AND METRICS | | PSUs | Incentivize outperformance on key metrics of long-term value creation | | ■ Payout is based 60% on goals for three-year ROAIC and 40% on goals for relative TSR ■ Payouts range between 0% to 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 three 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 on the third anniversary of the grant date to support retention ■ Awards expire ten years after the grant date |
LONG-TERM INCENTIVE AWARDS
In January 2025, the Committee approved the following equity awards for the NEOs, consistent with the long-term program structure outlined above:
LONG-TERM INCENTIVE AWARDS
| | 2025 TARGET LONG-TERM INCENTIVE VALUE ($) | | | | | EXECUTIVE OFFICER | PSUs | RSUs | OPTIONS | TOTAL | | Mark R. George | 6,900,000 | 2,300,000 | 2,300,000 | 11,500,000 | | Jason A. Zampi | 1,560,000 | 520,000 | 520,000 | 2,600,000 | | John F. Orr | 1,860,000 | 620,000 | 620,000 | 3,100,000 | | Claude E. Elkins | 1,800,000 | 600,000 | 600,000 | 3,000,000 | | Anil Bhatt | 1,485,000 | 495,000 | 495,000 | 2,475,000 |
LONG-TERM INCENTIVE AWARDS
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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.
2025 PSU AWARDS
2025 PSU AWARDS
2025 PSU AWARDS
| Target # of PSU Unitsx | (ROAIC Performance Level (60% Weight) | + | Relative TSR Performance Level (40% Weight)) | = | # PSU Units Earned |
2025 PSU AWARDS
In January 2025, the Committee established performance goals based 60% on three-year after-tax return on ROAIC and 40% on total shareholder return (TSR) relative to the companies in the S&P Supercomposite Transportation Industry Index. The Committee believes ROAIC is an important performance indicator to shareholders for a capital-intensive company such as Norfolk Southern. The use of the relative TSR measure promotes the enhancement of shareholder value as compared to a companies in comparable industries, and ensures that the final payout is reflective of our performance relative to our this industry group. The weighting of each of these performance metrics in determining payouts under the 2025 PSU awards and the purpose of their use in these awards are outlined below:
2025 PSU AWARDS
| METRIC | PURPOSE | MEASUREMENT | | ROAIC 60% | Motivates long-term focus on productivity and effective capital allocation strategy | The metric is our average three-year after-tax ROAIC | | Relative TSR 40% | Rewards long-term shareholder returns relative to other companies in our industry sector | The metric is our three-year TSR compared to that of the companies in the S&P Supercomposite Transportation Industry Index |
2025 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.
2025 PSU AWARDS
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2023-2025 PERFORMANCE CYCLE PSU EARNOUT CALCULATIONS
2023-2025 PERFORMANCE CYCLE PSU EARNOUT CALCULATIONS For the 2023-2025 performance cycle, the performance criterion was based on ROAIC as shown in the table below:
2023-2025 PERFORMANCE CYCLE PSU EARNOUT CALCULATIONS
| THREE-YEAR AVERAGE ROAIC 2023-2025 | | PSUs EARNED | | | | ≥ 14.3% | 200% | (Maximum) | | | 13.7% | 100% | Target Performance | | | 12.2% | 30% | (Threshold) | | ACTUAL PERFORMANCE: | 11.6% | 0% | (Below Threshold) |
2023-2025 PERFORMANCE CYCLE PSU EARNOUT CALCULATIONS
As discussed above, after receiving specific feedback from our shareholders following our 2024 Annual Meeting, as well as advice from our independent compensation consultant, and following significant further deliberation and discussion, the Committee determined to continue its prior-year practice of including the financial impact of the East Palestine incident when calculating ROAIC performance under the PSUs. Taking into account the impact of the East Palestine incident, the calculated three-year average ROAIC achievement for the 2023-2025 performance cycle was 11.6%. Because actual performance came in below the 12.2% threshold ROAIC performance level for such period, neither the relative revenue growth nor TSR modifiers were necessary, and 0% of the awards for the 2023-2025 performance cycle were paid, as set forth below.
2023-2025 PERFORMANCE CYCLE PSU EARNOUT CALCULATIONS
| NAMED EXECUTIVE OFFICER | TARGET AWARD OPPORTUNITY ($) | CORPORATE PERFORMANCE (%) | | AWARD EARNED ($) | | Mark R. George | 1,200,000X | 0 | = | 0 | | Jason A. Zampi(1) | 102,000X | 0 | = | 0 | | John F. Orr(2) | –X | 0 | = | – | | Claude E. Elkins | 1,000,000X | 0 | = | 0 | | Anil Bhatt(2) | –X | 0 | = | – |
2023-2025 PERFORMANCE CYCLE PSU EARNOUT CALCULATIONS
(1) Award granted while Mr. Zampi was a Vice President. (2) Mr. Orr and Mr. Bhatt were hired in March and August 2024, respectively, after PSU grants were made for the 2023-2025 performance cycle.
RESTRICTED STOCK UNITS
RESTRICTED STOCK UNITS The use of time-based RSUs serves as a retention tool for valued members of management. For 2025, the Committee granted RSUs that vest ratably over three 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.
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 2025, the Committee provided for a three-year cliff 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.
STOCK OPTIONS
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STOCK OPTIONS
| 2025 EXECUTIVE COMPENSATION AT A GLANCE | 2025 COMPENSATION PROGRAM | COMPENSATION GOVERNANCE | 2025 COMPENSATION DECISIONS AND OUTCOMES | OTHER COMPENSATION ELEMENTS |
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.
EXECUTIVE SEVERANCE PLAN
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EXECUTIVE SEVERANCE PLAN
Benefits under the Executive Severance Plan include: ■ A payment equal to two times the executive’s salary, paid as a lump sum; ■ A prorated annual incentive for time worked during the year in which the employee was severed if the employee was not retirement eligible; ■ 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 ■ Lump sum payments of $30,000 and $36,000 for outplacement services and health care coverage, respectively. 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.
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, such as our pending Merger with Union Pacific. The change-in-control agreements are intended to keep 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 77.
TRANSACTION RETENTION AGREEMENTS
TRANSACTION RETENTION AGREEMENTS We adopted a retention program during 2025 in connection with our approval of the merger agreement with Union Pacific to help address the heightened retention risk among our senior executive team given the inherent uncertainty created by such transaction, as well as the challenge of keeping such individuals motivated and engaged over a lengthy and unpredictable regulatory approval and closing timeline that is unique to the railroad industry. In connection with this program, the Committee approved the grant of one-time cash retention awards to each of Norfolk Southern's named executive officers (the "Awards"). In approving the Awards, the Committee determined that the Awards were necessary and appropriate to promote stability, maintain continuity of leadership and incentivize our named executive officers to remain focused on the Company's business and the successful completion of the proposed merger for the benefit of our stockholders. The Committee further consulted with its independent compensation consultant prior to such approval, to confirm that this course of action and the underlying amounts aligned with market practice. Each Award is governed by a transaction retention agreement between the Company and the applicable named executive officer. The Awards were granted to Norfolk Southern’s named executive officers in the following amounts: Mark R. George, $4,000,000; Jason A. Zampi, $2,250,000; John F. Orr, $3,000,000; Claude E. Elkins, $2,000,000; and Anil Bhatt, $2,000,000. Each Award will vest in three installments, subject to the named executive officer’s continued employment through the applicable vesting date, as follows: 25% of the Award will vest on each of April 28, 2026, and January 28, 2027, and 50% of the Award will vest upon the consummation of the proposed merger (the Closing). Notwithstanding the foregoing, if a named executive officer experiences (i) a termination of employment without “cause” prior to the Closing, or (ii) a “Termination” as defined in the named executive officer’s Change-in-Control Agreement with Norfolk Southern on or after the Closing, then, in either case, the portion of the Award associated with the next vesting date (if any) will immediately vest upon such termination of employment.
2025 Summary Compensation Table
2025 Summary Compensation Table The following table shows the total compensation awarded to, earned by, or paid to each Named Executive Officer during 2025 for service in all capacities to Norfolk Southern and our subsidiaries for the fiscal year ended December 31, 2025. The table also sets forth information regarding fiscal 2024 and 2023 compensation.
2025 Summary Compensation Table
| Name and Principal Position | Year | Salary ($) | 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 | 2025 | 1,100,000 | 0 | 9,199,733 | 2,300,010 | 2,932,875 | 511,140 | 201,292 | 16,245,050 | | President & Chief | 2024 | 826,042 | 0 | 4,022,885 | 2,674,327 | 1,372,325 | 0 | 90,081 | 8,985,660 | | Executive Officer | 2023 | 675,000 | 0 | 1,801,018 | 599,848 | 0 | 183,588 | 106,792 | 3,366,246 | | Jason A. Zampi(1) | 2025 | 650,000 | 0 | 2,080,072 | 519,963 | 1,155,375 | 448,044 | 12,250 | 4,865,704 | | Executive Vice President & | 2024 | 417,447 | 0 | 800,030 | 153,164 | 518,201 | 50,016 | 12,075 | 1,950,933 | | Chief Financial Officer | | | | | | | | | | | John F. Orr(1) | 2025 | 750,000 | 0 | 2,479,959 | 619,956 | 1,333,125 | 363,132 | 58,430 | 5,604,601 | | Executive Vice President & | 2024 | 587,500 | 825,000 | 8,024,174 | 675,353 | 1,040,625 | 121,860 | 111,304 | 11,385,816 | | Chief Operating Officer | | | | | | | | | | | Claude E. Elkins | 2025 | 675,000 | 0 | 2,399,989 | 599,957 | 1,199,813 | 2,009,988 | 31,246 | 6,915,992 | | Executive Vice President & | 2024 | 600,000 | 0 | 1,500,242 | 500,202 | 749,250 | 375,636 | 36,472 | 3,761,802 | | Chief Commercial Officer | 2023 | 600,000 | 0 | 1,501,230 | 499,744 | 0 | 1,284,444 | 74,217 | 3,959,635 | | Anil Bhatt(1) | 2025 | 650,000 | 0 | 1,980,091 | 494,986 | 1,155,375 | 88,740 | 13,092 | 4,382,284 | | Executive Vice President & | 2024 | 241,288 | 950,000 | 3,174,150 | 225,008 | 334,787 | 15,048 | 45,819 | 4,986,100 | | Chief Information & Digital Officer | | | | | | | | | |
2025 Summary Compensation Table
(1) Mr. Zampi, Mr. Orr, and Mr. Bhatt were not named executive officers in 2023 and therefore no compensation is shown for that year.
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 2025. 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. 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.
2025 Grants of Plan-Based Awards Table
2025 Grants of Plan-Based Awards Table
2025 Grants of Plan-Based Awards Table
| | | Committee | Estimated Future Payouts Under Non-Equity Incentive Plan Awards(1) | | | Estimated Future Payouts Under Equity Incentive Plan Awards | | | All Other Stock | All Other | Exercise Price of | Grant Date Fair Value of Stock and Option | | Name | Grant Date | Action Date(2) | Threshold ($) | Target ($) | Maximum ($) | Threshold (#) | Target (#) | Maximum (#) | Awards (#) | Options (#) | Options ($) | Awards ($) | | (a) | (b) | | (c) | (d) | (e) | (f) | (g) | (h) | (i) | (j) | (k) | (l) | | | | | 37,125 | 1,658,250 | 3,712,500 | | | | | | | | | Mark R. George | 1/30/2025 | 1/27/2025 | | | | 6,980 | 23,267 | 58,168 | | | | 6,899,829 | | | 1/30/2025 | 1/27/2025 | | | | | | | 8,940 | | | 2,299,904 | | | 1/30/2025 | 1/27/2025 | | | | | | | | 26,337 | 257.26 | 2,300,010 | | | | | 14,625 | 653,250 | 1,462,500 | | | | | | | | | Jason A. Zampi | 1/30/2025 | 1/27/2025 | | | | 1,578 | 5,261 | 13,153 | | | | 1,560,150 | | | 1/30/2025 | 1/27/2025 | | | | | | | 2,021 | | | 519,922 | | | 1/30/2025 | 1/27/2025 | | | | | | | | 5,954 | 257.26 | 519,963 | | | | | 16,875 | 753,750 | 1,687,500 | | | | | | | | | John F. Orr | 1/30/2025 | 1/27/2025 | | | | 1,882 | 6,272 | 15,680 | | | | 1,859,962 | | | 1/30/2025 | 1/27/2025 | | | | | | | 2,410 | | | 619,997 | | | 1/30/2025 | 1/27/2025 | | | | | | | | 7,099 | 257.26 | 619,956 | | | | | 15,188 | 678,375 | 1,518,750 | | | | | | | | | Claude E. Elkins | 1/30/2025 | 1/27/2025 | | | | 1,821 | 6,070 | 15,175 | | | | 1,800,059 | | | 1/30/2025 | 1/27/2025 | | | | | | | 2,332 | | | 599,930 | | | 1/30/2025 | 1/27/2025 | | | | | | | | 6,870 | 257.26 | 599,957 | | | | | 14,625 | 653,250 | 1,462,500 | | | | | | | | | Anil Bhatt | 1/30/2025 | 1/27/2025 | | | | 1,502 | 5,008 | 12,520 | | | | 1,485,122 | | | 1/30/2025 | 1/27/2025 | | | | | | | 1,924 | | | 494,968 | | | 1/30/2025 | 1/27/2025 | | | | | | | | 5,668 | 257.26 | 494,986 |
2025 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 2025 EMIP, as determined at the time that the Committee made the awards. The amount actually paid as an annual incentive under the 2025 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). (2) Consistent with past practice and the terms of LTIP, the Committee made all January 2025 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 45 and 86, respectively, for further discussion of our equity award grant practices.
Outstanding Equity Awards at Fiscal Year-End 2025
Outstanding Equity Awards at Fiscal Year-End 2025
Outstanding Equity Awards at Fiscal Year-End 2025
| | 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) | | | 2,250 | | 189.92 | 1/27/2029 | 18,410 | 5,315,335 | 63,358 | 18,292,577 | | | 3,340 | | 214.50 | 1/29/2030 | | | | | | | 4,620 | | 241.79 | 1/27/2031 | | | | | | | 14,361 | | 298.08 | 1/26/2032 | | | | | | | 3,864 | | 241.18 | 1/25/2033 | | | | | | | 2,117 | | 236.85 | 1/29/2034 | | | | | | Mark R. George | 9,503 | | 251.15 | 9/12/2034 | | | | | | | | 4,590(5) | 270.98 | 1/26/2032 | | | | | | | | 4,789(5) | 298.08 | 1/26/2032 | | | | | | | | 3,866(6) | 241.18 | 1/25/2033 | | | | | | | | 6,353(7) | 236.85 | 1/29/2034 | | | | | | | | 19,007(8) | 251.15 | 9/12/2034 | | | | | | | | 26,337(9) | 257.26 | 1/29/2035 | | | | | | | 484 | | 255.50 | 10/23/2034 | 3,945 | 1,139,000 | 14,713 | 4,247,793 | | Jason A. Zampi | | 1,456(10) | 255.50 | 10/23/2034 | | | | | | | | 5,954(9) | 257.26 | 1/29/2035 | | | | | | | 2,022 | | 240.38 | 4/25/2034 | 21,159 | 6,109,026 | 21,100 | 6,091,992 | | John F. Orr | | 6,068(10) | 240.38 | 4/25/2034 | | | | | | | | 7,099(9) | 257.26 | 1/29/2035 | | | | | | | 10,770 | | 298.08 | 1/26/2032 | 5,470 | 1,579,298 | 19,025 | 5,492,898 | | | 3,220 | | 241.18 | 1/25/2033 | | | | | | | 1,570 | | 236.85 | 1/29/2034 | | | | | | Claude E. Elkins | | 3,050(5) | 270.98 | 1/26/2032 | | | | | | | | 3,590(5) | 298.08 | 1/26/2032 | | | | | | | | 3,220(6) | 241.18 | 1/25/2033 | | | | | | | | 4,710(7) | 236.85 | 1/29/2034 | | | | | | | | 6,870(9) | 257.26 | 1/29/2035 | | | | | | | 712 | | 255.50 | 10/23/2034 | 9,105 | 2,628,796 | 14,240 | 4,111,373 | | Anil Bhatt | | 2,138(10) | 255.50 | 10/23/2034 | | | | | | | | 5,668(9) | 257.26 | 1/29/2035 | | | | |
Outstanding Equity Awards at Fiscal Year-End 2025
(1) Each option award expires on the earlier of the date listed or, for awards in 2024 and prior, if the Named Executive Officer retires before that date, five years after the Named Executive Officer retires. (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. (3) These values are based on the $288.72 closing market price of our common stock as of December 31, 2025, which was the last trading day of the Company’s fiscal year. (4) These amounts represent (i) grants of PSUs made in 2024 pursuant to the LTIP that may be earned out over the three-year period ending December 31, 2026, and (ii) grants of PSUs made in 2025 pursuant to the LTIP that may be earned out over the three-year period ending December 31, 2027. 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 100% for the annual grant of PSUs made in 2024, and 250% for the annual grant of PSUs made in 2025, 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 2024-2026 performance period, (c) the maximum ROAIC percentage, and the target TSR percentage for the uncompleted years in the 2025-2027 performance period. (5) These options vested on January 27, 2026. These options vest ratably over four years beginning on January 26, 2024, or, if the Named Executive Officer retires or dies before a vesting date, the date of retirement or death.
Outstanding Equity Awards at Fiscal Year-End 2025
| 72 2026 Proxy Statement | Norfolk Southern Corporation |
Outstanding Equity Awards at Fiscal Year-End 2025
These options vest ratably over four years beginning on January 30, 2025, or, if the Named Executive Officer retires or dies before a vesting date, the date of retirement or death. (8) These options vest ratably over three years beginning on September 13, 2025, or, if the Named Executive Officer retires or dies before a vesting date, the date of retirement or death. (9) These options vest on January 30, 2028, or, if the Named Executive Officer retires or dies before that date, the date of retirement or death. These options vest ratably in three annual installments beginning on January 30, 2026. If the Named Executive Officer retires or dies before a vesting date, the outstanding options will automatically vest on the date of retirement or death.
Outstanding Equity Awards at Fiscal Year-End 2025
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Outstanding Equity Awards at Fiscal Year-End 2025 (continued)
Outstanding Equity Awards at Fiscal Year-End 2025 (continued)
Outstanding Equity Awards at Fiscal Year-End 2025 (continued)
| Name | Unvested Restricted Stock Units | Unearned Performance Share Units | Unit Vest Date | | | 1,250 | | 1/26/2026 and 1/26/2027 | | | 11,078 | | 1/30/2026, 1/30/2027, and 1/30/2028 | | Mark R. George | 5,307 | | 9/13/2026 and 9/13/2027 | | | | 5,190 | 12/31/2026 | | | | 58,168 | 12/31/2027 | | | 496 | | 1/26/2026 and 1/26/2027 | | Jason A. Zampi | 3,229 | | 1/30/2026, 1/30/2027, and 1/30/2028 | | | | 1,560 | 12/31/2026 | | | | 13,153 | 12/31/2027 | | | 16,641 | | 4/26/2026 and 4/26/2027 | | John F. Orr | 4,518 | | 1/30/2026, 1/30/2027, and 1/30/2028 | | | | 5,420 | 12/31/2026 | | | | 15,680 | 12/31/2027 | | | 1,040 | | 1/26/2026 and 1/26/2027 | | Claude E. Elkins | 3,915 | | 1/30/2026, 1/30/2027, and 1/30/2028 | | | | 3,850 | 12/31/2026 | | | | 15,175 | 12/31/2027 | | | 6,521 | | 10/24/2026 and 10/24/2027 | | Anil Bhatt | 2,584 | | 1/30/2026, 1/30/2027, and 1/30/2028 | | | | 1,720 | 12/31/2026 | | | | 12,520 | 12/31/2027 |
Option Exercises and Stock Vested in 2025
Option Exercises and Stock Vested in 2025
Option Exercises and Stock Vested in 2025
| | Option Awards(1) | | Stock Awards | | | Name | Number of Shares Acquired on Exercise (#) | Value Realized on Exercise ($) | Number of Shares Acquired on Vesting (#)(2) | Value Realized on Vesting ($)(2) | | Mark R. George | — | — | 5,469 | 1,450,503 | | Jason A. Zampi | — | — | 1,118 | 290,075 | | John F. Orr | — | — | 9,021 | 2,017,542 | | Claude E. Elkins | — | — | 1,811 | 463,554 | | Anil Bhatt | — | — | 3,479 | 982,818 |
Option Exercises and Stock Vested in 2025
(1) None of the Named Executive Officers exercised stock options during 2025. Represents the aggregate number of RSUs that vested and were distributed during fiscal 2025, multiplied by the average of the high and low of the market price of the underlying shares on the vesting date. No PSUs earned out in 2025 and therefore are not included.
Option Exercises and Stock Vested in 2025
| 74 2026 Proxy Statement | Norfolk Southern Corporation |
2025 Pension Benefits Table
2025 Pension Benefits Table
2025 Pension Benefits Table
| Name | Plan Name | Number of Years Credited Service (#) | Present Value of Accumulated Benefit ($) | Payments During Last Fiscal Year ($) | | Mark R. George | Retirement Plan | 6.17 | 194,280 | 0 | | | SERP | 6.17 | 928,212 | 0 | | Jason A. Zampi | Retirement Plan | 15 | 491,196 | 0 | | | SERP | 15 | 706,584 | 0 | | John F. Orr | Retirement Plan | 2 | 110,892 | 0 | | | SERP | 2 | 374,100 | 0 | | Claude E. Elkins | Retirement Plan | 38 | 1,875,024 | 0 | | | SERP | 38 | 4,969,596 | 0 | | Anil Bhatt | Retirement Plan | 1.42 | 44,916 | 0 | | | SERP | 1.42 | 58,872 | 0 |
2025 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, Mr. Orr and Mr. Bhatt, 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, 2025, which is the pension plan measurement date we use for financial reporting purposes. 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. Mr. Elkins is eligible for retirement under the plans since he has reached age 60 with more than 5 years of creditable service, and Mr. Orr is eligible for retirement under the plans since he has reached age 62. If either executive chooses to retire, he will be eligible for full retirement benefits without any benefit reduction due to age. As of December 31, 2025, Mr. George, Mr. Bhatt, and Mr. Zampi had not reached age 60; therefore, none of them is eligible to retire without an age-based benefit reduction. Mr. Bhatt was not vested in the benefit shown in the table, since he had less than five years of service with Norfolk Southern Corporation, and his accrued benefit shown is subject to forfeiture until he has achieved five years of credited service. For a discussion of the other material assumptions applied in quantifying the present values of the above accrued benefits, see note 14 to our financial statements included with our Annual Report on Form 10-K for the fiscal year ended December 31, 2025. We have no policy with regard to granting extra years of credited service. | |
2025 Pension Benefits Table
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2025 Nonqualified Deferred Compensation Table
2025 Nonqualified Deferred Compensation Table
2025 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 | 1,316,674 | 0 | 375,322 | 0 | 3,620,375 | | Jason A. Zampi | 0 | 0 | 0 | 0 | 0 | | John F. Orr | 0 | 0 | 0 | 0 | 0 | | Claude E. Elkins | 0 | 0 | 26,768 | 0 | 222,593 | | Anil Bhatt | 162,504 | 0 | 15,917 | 0 | 178,421 |
2025 Nonqualified Deferred Compensation Table
(1) Amounts in this column are, or were previously, included in the “Salary” and/or “Non-Equity Incentive Plan Compensation” column(s) of the Summary 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, 2025: Mr. George, $1,742,860.
2025 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%. | |
2025 Nonqualified Deferred Compensation Table
| 76 2026 Proxy Statement | Norfolk Southern Corporation |
POTENTIAL PAYMENTS UPON A CHANGE IN CONTROL OR OTHER TERMINATION OF EMPLOYMENT
POTENTIAL PAYMENTS UPON A CHANGE IN CONTROL OR OTHER TERMINATION OF EMPLOYMENT We have entered into certain agreements and maintain certain plans that will require us to provide compensation to our Named Executive Officers in the event of a termination of their employment with the Company.
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 2025 is 137 to 1. We used the same median employee that we identified in our 2024 Proxy Statement 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 2025. A complete description of the methodology we previously used to identify the estimated median employee can be found in our 2024 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. We used the following methodology to determine the median employee’s annual compensation, and to determine annual compensation for our CEO: ■ We calculated each element of the median employee’s compensation for 2025 in accordance with the SEC rules for reporting compensation in the Summary Compensation Table of the proxy. Under this calculation, the median employee's total compensation was $118,895. ■ 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. Information about the objectives of our executive compensation program and the process that the Committee used to establish Mr. George’s compensation for 2025, 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 45.
PAY RATIO DISCLOSURE
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PAY VERSUS PERFORMANCE TABLE AND RELATED DISCLOSURE
PAY VERSUS PERFORMANCE TABLE AND RELATED DISCLOSURE
Tabular Disclosure of Pay Versus Performance
Tabular Disclosure of Pay Versus Performance
Tabular Disclosure of Pay Versus Performance
| | | | | | | | | | | Value of Initial Fixed $100 Investment on December 31, 2020 Based On: | | | | Year | Summary Compensation Table Total for PEO1(1) ($) | 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) | | 2025 | 16,245,050 | | | 13,376,591 | | | 5,442,145 | 4,386,599 | $135 | $129 | 2,873 | 11.8% | | 2024 | 8,985,660 | 11,924,070 | | 9,134,271 | (5,709,671) | | 5,282,388 | 4,304,294 | $107 | $116 | 2,622 | 11.5% | | 2023 | | 13,418,978 | | | 4,077,950 | | 3,478,630 | 1,402,195 | $106 | $121 | 1,827 | 11.4% | | 2022 | | 9,770,910 | 9,615,456 | | 10,444,401 | 1,969,194 | 4,239,302 | 4,343,073 | $107 | $106 | 3,270 | 14.1% | | 2021 | | | 14,016,942 | | | 25,072,294 | 4,059,729 | 5,783,924 | $127 | $126 | 3,005 | 12.7% |
Tabular Disclosure of Pay Versus Performance
Notes: (1) Principal executive officer (PEO)1: Mark R. George, President & Chief Executive Officer (2) PEO2: Alan H. Shaw, Former President & Chief Executive Officer (3) PEO3: James Squires, Former Chairman, President, & Chief Executive Officer (4) The following non-PEO named executive officers (NEOs) are reflected in the averages: For 2025, Mr. Zampi, Mr. Orr, Mr. Bhatt, and Mr. Elkins. For 2024, Mr. Zampi, Mr. Orr, Mr. Duncan, Mr. Bhatt, and Mr. Elkins. For 2023, Mr. George, Mr. Duncan, Ms. Adams, and Mr. Elkins. For 2022, Mr. George, Ms. Sanborn, Ms. Adams, and Mr. Elkins. For 2021, Mr. Shaw, Mr. George, Ms. Sanborn, and Ms. Adams. (5) To calculate 2025 compensation actually paid, the following amounts were deducted from and added to Summary Compensation Table total compensation:
Summary Compensation Table to Compensation Actually Paid Reconciliation
Summary Compensation Table to Compensation Actually Paid Reconciliation
Summary Compensation Table to Compensation Actually Paid Reconciliation
| | PEO1 Mark R. George | Average of Non-PEO Named Executive Officers | | | 2025 | 2025 | | Components of Compensation | ($) | ($) | | Summary Compensation Table (SCT) Total | 16,245,050 | 5,442,145 | | Deductions From SCT Total | | | | Stock Awards and Option Awards Value | 11,499,743 | 2,793,743 | | Change in Pension Value and Nonqualified Deferred Compensation Earnings | 511,140 | 727,476 | | Additions to SCT Total (i) | | | | Year-End Fair Value of Equity Awards Granted During the Year | 7,480,848 | 1,817,340 | | Change in Value During the Year of Prior-Year Awards Remaining Unvested | 718,600 | 444,466 | | Change in Value During the Year of Prior-Year Awards Vesting During the Year | 298,170 | 44,838 | | Dividend Equivalent Payments Made on Unvested Awards | 473,472 | 118,925 | | Current-Year Pension Service Cost | 171,334 | 40,104 | | Value of Changes in Pension Plan | 0 | 0 | | Compensation Actually Paid | 13,376,591 | 4,386,599 |
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 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 performance share units (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 6.5 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 restricted stock units used current share prices as of each valuation date, rather than the grant-date share price. (6) The peer group total shareholder return calculations are based on the Standard & Poor’s (S&P) Railroad Stock Price Index. 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
Summary Compensation Table to Compensation Actually Paid Reconciliation
| 82 2026 Proxy Statement | Norfolk Southern Corporation |
Summary Compensation Table to Compensation Actually Paid Reconciliation
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). 2025 ROAIC includes the cost of the East Palestine incident net of insurance recoveries, and excludes the effects of restructuring and merger costs, and the acquisition of the Cincinnati Southern Railway.
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 2025, as described in the Compensation Discussion and Analysis (CD&A) sections titled “2025 Annual Incentives” on page 58 and “Long-Term Incentive Awards” on page 61.
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 |
Most Important Performance Measures to Determine Compensation Actually Paid
| Norfolk Southern Corporation | 2026 Proxy Statement 83 |
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 total shareholder return (TSR) was aligned with the peer group for 2021 and 2022, declined somewhat in 2023 due largely to the effects of the East Palestine derailment, and compared favorably to the peer group in 2024 and 2025 based on improved business performance. CAP to all NEOs declined in 2023 and CAP to non-CEO NEOs increased in 2024, aligned with relative 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. CAP to Mr. George increased in 2025 largely because 2025 was the first full year for which he served as PEO. CAP to the non-PEO NEOs was relatively constant from 2024 to 2025 due to decreases in the value of stock awards to some of these executives from 2024 to 2025.
1. Compensation Actually Paid Compared to TSR
| 84 2026 Proxy Statement | Norfolk Southern Corporation |
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 named executive officers 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.
2. Compensation Actually Paid Compared to Net Income
| Norfolk Southern Corporation | 2026 Proxy Statement 85 |
3. Compensation Actually Paid Compared to After-Tax ROAIC
3. Compensation Actually Paid Compared to After-Tax ROAIC As described in the CD&A report, ROAIC is the primary performance measure that determines the number of shares earned under our performance share unit (PSU) awards, and 50% or more of our named executive officers' long-term incentive awards are made in PSUs. Because of ROAIC’s impact on the number of PSU awards earned, we believe that after-tax ROAIC is the most important financial performance measure used in determining CAP to our named executive officers. As required by SEC guidance, we are presenting our one-year ROAIC for each listed year, rather than our three-year average ROAIC. As shown in the chart below, Norfolk Southern’s annual after-tax ROAIC increased from 2021 to 2022, declined for 2023, and increased somewhat in 2024 and 2025. CAP to the PEOs and other NEOs is generally aligned with this performance measure. However, because the majority of compensation to the named executive officers is in the form of stock-based incentives, total shareholder return has a more significant effect on CAP.