Independent Director Since: 2024

Committees

• Audit and Finance
• Compensation and Talent Management
• Executive (Chair)

Career Highlights
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, Chief Executive Officer and Executive Chairman of the Board of Delta Air Lines (NYSE: DAL), and Chief Executive Officer of Northwest Airlines. Mr. Anderson was also Chief Executive Officer of Ingenix, a subsidiary of UnitedHealth Group (NYSE: UNH), where he served as Executive Vice President and President of Commercial Services and Optum Health. This extensive experience allows him to provide meaningful oversight of senior management as well as 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. He has also navigated companies through transformative and key strategic changes, including formative mergers and acquisitions, post-bankruptcy recovery, and a major recession. Mr. Anderson currently serves as a director of Cargill Inc, a global food, ingredient, agricultural solutions, and industrial products provider.

Key Skills and Expertise
CEO/Executive Leadership, Strategic Planning, Operational Oversight, Mergers and Acquisitions, Transportation and Logistics, Human Resources and Compensation, Governmental and Stakeholder Relations, Governance/Board, Information Technology, Marketing and Customer Experience, Finance and Accounting, Environmental and Sustainability, Risk Management, and Safety

Independent Director Since: 2024

Committees

• Governance and Nominating
• Safety

Career Highlights
Comm. Clyburn has more than 30 years of experience in the transportation field and the railroad industry. Comm. Clyburn served as a Commissioner and Vice Chairman on the U.S. Surface Transportation Board (STB), an independent federal agency charged primarily with the economic regulation of the railroad industry, from 1998 to 2001. His decision-making and regulatory work directly impacted the operations of national and international rail lines and continue to impact the railroad industry today. He has worked in all three branches of the government. He served as Commerce Counsel to former U.S. Senator Chuck Robb from Virginia, overseeing all transportation matters for the Senator, from 1995 to 1998. He also served as the transportation counsel to the U.S. Senate Commerce Subcommittee on Surface Transportation, which had jurisdiction over the statutory framework that created the STB, from 1993 to 1995. Comm. Clyburn is the founder and CEO of Clyburn Consulting, LLC, a public policy consulting firm that advises clients in the transportation, telecommunications, and public health and safety industries.

Key Skills and Expertise
Operational Oversight, Mergers and Acquisitions, Safety, Governmental and Stakeholder Relations, CEO/Executive Leadership, Governance/Board, Environmental and Sustainability, Strategic Planning, and Transportation and Logistics

Independent Director Since: 2023

Committees

• Audit and Finance
• Safety

Career Highlights
Adm. Davidson retired from the U.S. Navy in 2021, following a distinguished military career that spanned nearly 39 years of service and culminated in his appointment in 2018 as a four-star Admiral and 25th Commander of the United States Indo-Pacific Command (INDOPACOM). INDOPACOM is the United States’ oldest and largest military combatant command, encompassing more than 100 million square miles or about 52% of the Earth’s surface. Prior to his tenure as Commander of INDOPACOM, he led a comprehensive review of the Surface Navy’s safety protocols that resulted in the implementation of measures to enhance safety, including new training and assessment processes. He founded Davidson Strategies, LLC, a management, technical, and strategic advisory firm. Adm. Davidson currently serves as director of Par Pacific Holdings, Inc. (NYSE: PARR) and AeroVironment, Inc. (NASDAQ: AVAV).

Key Skills and Expertise
Safety, Operational Oversight, Governmental and Stakeholder Relations, Strategic Planning, Risk Management, CEO/Executive Leadership, Governance/Board, and Information Technology

Independent Director Since: 2023

Committees

• Compensation and Talent Management
• Executive
• Governance and Nominating (Chair)

Career Highlights
Ms. DeBiase is a seasoned supply chain, sustainability, and finance executive, with more than 30 years of global supply chain expertise across restaurant, food, toys, packaging, logistics, construction, real estate, and marketing services. From 2020 to 2022, Ms. DeBiase served as Executive Vice President and Global Chief Supply Chain Officer of McDonald’s Corporation (NYSE: MCD). From 2018 to 2020, she served as Chief Sustainability Officer, where she was a champion for sustainability across the McDonald’s system, working with leaders to embed social and environmental goals into long-term plans to drive meaningful, industry-wide change. Ms. DeBiase led the revitalization of McDonald’s’ sustainability vision under the platform of Scale for Good. Prior to that role, she held various accounting, finance, and supply chain positions at McDonald’s. She began her career at Ernst & Young as an auditor in the retail and consumer products practice. Ms. DeBiase currently serves as a director of Sysco Corp. (NYSE: SYY).

Key Skills and Expertise
Operational Oversight, CEO/Executive Leadership, Marketing and Customer Experience, Transportation and Logistics, Environmental and Sustainability, Strategic Planning, Finance and Accounting, Governance/Board, Human Resources and Compensation, and Risk Management

Independent Director Since: 2016

Committees

• Audit and Finance (Chair)
• Executive
• Safety

Career Highlights
Ms. Donadio, a certified public accountant with nearly 38 years of audit and public accounting experience, is a retired partner of Ernst & Young LLP, a multinational professional services firm. From 2007 until her retirement in 2014, Ms. Donadio was Americas Oil & Gas Sector Leader, with responsibility for one of Ernst & Young’s significant industry groups helping set firm strategy for oil and gas industry clients in the United States and throughout the Americas. Ms. Donadio currently serves as director of NOV Inc. (NYSE: NOV) and Freeport-McMoRan, Inc. (NYSE: FCX), and previously served as Lead Independent Director of Marathon Oil Corporation.

Key Skills & Expertise
CEO/Executive Leadership, Finance and Accounting, Governmental and Stakeholder Relations, Governance/Board, Human Resources and Compensation, Mergers and Acquisitions, Safety, Risk Management, and Strategic Planning

Independent Director Since: 2024

Committees

• Audit and Finance
• Safety

Career Highlights
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. From 2017 to 2019, Mr. Fahmy was a consultant at CSX Corporation, where he worked to optimize the company’s mechanical and engineering departments. Mr. Fahmy previously spent three years at GE Transportation in strategy, product architecture and pricing. Before that, he spent 23 years at Canadian National Railway Company in various leadership roles, including senior vice president of engineering, mechanical and supply management. Mr. Fahmy previously served as a director of Rumo S.A., a Brazilian logistic company mainly focused on railway line logistics, from 2017 to 2020.

Key Skills and Expertise
CEO/Executive Leadership, Finance and Accounting, Information Technology, Governance/Board, Operational Oversight, Risk Management, Safety, Strategic Planning, and Transportation and Logistics

Director Since: 2024

Committees

• Executive

Career Highlights
Mr. George is President and Chief Executive Officer at Norfolk Southern Corporation. Prior to his current role, Mr. George served as Executive Vice President & Chief Financial Officer and first joined the company in 2019. In that role, Mr. George was responsible for overseeing the company’s Finance, Investor Relations, Sourcing, and Corporate Strategy teams. Prior to joining Norfolk Southern, he held successive roles of responsibility across multiple commercial and business segments of United Technologies Corporation (NYSE: UTX) and its subsidiaries, including six years in Asia as the regional CFO for the Otis Elevator Company. He held roles of increasing responsibility and ultimately served as the Global CFO for both the Otis Elevator Company and the Carrier Corporation from 2008 to 2019. Mr. George currently serves as a director of Trane Technologies plc (NYSE: TT).

Key Skills and Expertise
CEO/Executive Leadership, Finance and Accounting, Governance/Board, Governmental and Stakeholder Relations, Marketing and Customer Experience, Mergers and Acquisitions, Operational Oversight, Human Resources and Compensation, Information Technology, Risk Management, Safety, Strategic Planning, and Transportation and Logistics

Independent Director Since: 2024

Committees

• Governance and Nominating
• Safety

Career Highlights
Sen. Heitkamp brings an extensive and distinguished public service career to Norfolk Southern, including serving as the first female Senator elected from North Dakota. During her six years in the U.S. Senate, Ms. Heitkamp was known for proactively reaching across the aisle to deliver results, including introducing the Railroad Emergency Services Preparedness, Operational Needs, and Safety Evaluation (RESPONSE) Act that ensures first responders have the training and resources needed to handle train derailments involving hazardous materials. Prior to that, Sen. Heitkamp served as North Dakota’s Attorney General, and previously as its Tax Commissioner. Sen. Heitkamp also previously served as an attorney with the U.S. Environmental Protection Agency.

Key Skills and Expertise
Safety, Governmental and Stakeholder Relations, Finance and Accounting, Environmental and Sustainability, CEO/Executive Leadership, Governance/Board, Risk Management, and Strategic Planning

Independent Director Since: 2020

Committees

• Compensation and Talent Management (Chair)
• Executive
• Governance and Nominating

Career Highlights
Mr. Huffard is a co-founder and director of Tenable Holdings, Inc., a cybersecurity software company. Mr. Huffard was a co-founder and served as President and Chief Operating Officer and a director of Tenable Network Security, Inc., the predecessor to Tenable Holdings, Inc. from 2002 to 2018, where he was responsible for driving Tenable’s global corporate strategy and business operations and was instrumental in the venture funding and IPO process. From 2018 to 2019, Mr. Huffard focused exclusively on business operations as Chief Operating Officer of Tenable Holdings, Inc. Mr. Huffard currently serves as director of Tenable Holdings, Inc. (NASDAQ: TENB).

Key Skills and Expertise
Information Technology, Risk Management, Finance and Accounting, Mergers and Acquisitions, Operational Oversight, Human Resources and Compensation, Strategic Planning, Governmental and Stakeholder Relations, Marketing and Customer Experience, CEO/Executive Leadership, and Governance/Board

Independent Director Since: 2020

Committees

• Audit and Finance
• Executive
• Safety (Chair)

Career Highlights
Dr. Jones served as Corporate Vice President and President of the technology services sector of Northrop Grumman Corporation, a global aerospace and defense technology company, from 2013 through 2019. Previously, he served as Vice President and General Manager of Northrop Grumman’s integrated logistics and modernization division from 2010 through 2012. Dr. Jones also served 26 years in the U.S. Air Force, including as an engineer, systems analyst, communications officer, and maintenance officer, retiring as the Chief of Maintenance for the Connecticut Air National Guard.

Key Skills and Expertise
Information Technology, Operational Oversight, Safety, Governmental and Stakeholder Relations, Strategic Planning, Risk Management, Environmental and Sustainability, CEO/Executive Leadership, Finance and Accounting, and Governance/Board

Independent Director Since: 2024

Committees

• Audit and Finance
• Compensation and Talent Management

Career Highlights
Mr. Lamphere is the Chairman of MidRail LLC and co-founder of MidSouth Rail Corporation. From 1990 to 1998, he served as the Chairman of the Illinois Central Railroad. Prior to his career in railroading, Mr. Lamphere led four successive, operationally focused private equity firms. He was the Vice President of Mergers & Acquisitions at Morgan Stanley from 1976 to 1981. Mr. Lamphere previously served as a director of CSX Corporation (NASDAQ: CSX), Canadian National Railway (NYSE: CNI), and Patriot Rail.

Key Skills and Expertise
CEO/Executive Leadership, Finance and Accounting, Mergers and Acquistions, Governance/Board, Human Resources and Compensation, Operational Oversight, Risk Management, Safety, Strategic Planning, and Transportation and Logistics

Independent Director Since: 2025

Committees

• Compensation and Talent Management
• Governance and Nominating

Career Highlights
Ms. Ryerkerk is the former chairman, chief executive officer, and president of Celanese Corp. (NYSE: CE), a Fortune 500 global chemical and specialty materials company. Her expertise in the energy industry spans more than 30 years, including serving as Executive Vice President of Global Manufacturing at Shell Downstream Inc., and serving in senior leadership roles at Hess Corp. and ExxonMobil. Ms. Ryerkerk currently serves as a director of Cencora, Inc. (NYSE: COR) and Eaton Corp. (NYSE: ETN).

Key Skills and Expertise
CEO/Executive Leadership, Operational Oversight, Environmental and Sustainability, Government and Stakeholder Relations, Human Resources and Compensation, Marketing and Customer Experience, Governance/Board, Mergers and Acquisitions, Risk Management, Safety, Strategic Planning, Finance and Accounting, and Transportation and Logistics

Full Committee Membership

	Audit and Finance Committee	Compensation and Talent Management Committee	Executive Committee	Governance and Nominating Committee	Safety Committee
Richard H. Anderson	Member	Member	Chair
William Clyburn, Jr.				Member	Member
Philip S. Davidson	Member				Member
Francesca A. DeBiase		Member	Member	Chair
Marcela E. Donadio	Chair		Member		Member
Sameh Fahmy	Member				Member
Mary Kathryn “Heidi” Heitkamp				Member	Member
John C. Huffard, Jr.		Chair	Member	Member
Christopher T. Jones	Member		Member		Chair
Gilbert H. Lamphere	Member	Member
Mark George			Member
Lori J. Ryerkerk		Member		Member

• Chair
• Member

Each new director elected to the Board participates in the newly created NS OnBoard director orientation program, a structured and multi-dimensional process created to assist each new director to provide meaningful oversight as soon as possible following election to the Board. We view this as a strong governance practice overall that differentiates the Company as a potential destination for qualified Board candidates.

The NS OnBoard program consists of the following activities, among others:

• Multiple sessions with management to review the areas of greatest importance to the Company and its operations, including overall strategy, the competitive landscape, operations, human capital management, regulatory, sustainability, ethics and compliance, safety, information technology, and cybersecurity, among others;
• Site visits to provide enhanced visibility on employee training and railroad operations;
• Education and enrichment opportunities provided in each of the first two years on the Board; and
• A one-on-one meeting with the independent Board Chair after one year of service to review overall performance and development opportunities.

Directors also receive continuing education from time to time through presentations about the Company and new legal and regulatory developments relating to directors. Directors are otherwise encouraged to participate in outside director education seminars at any point during their tenure at the Company’s expense. In addition, directors periodically participate in site visits to our railroad facilities.

Norfolk Southern has a long history of shareholder engagement. We believe that regular engagement with our shareholders allows us to improve our decision making through better understanding of our shareholders’ priorities. During 2024, we expanded our existing shareholder outreach program and reached out to shareholders representing 56% of our outstanding shares, ultimately conducting 72 meetings with shareholders representing approximately 52% of our outstanding shares.

Read our Full Proxy Statement