stock ticker
NYSENSC

Our Board

OUR BOARD CHAIR

Claude Mongeau

Independent Director Since: 2019

Age: 62

Committees

  • Executive (Chair)

Career Highlights
Mr. Mongeau served as President and Chief Executive Officer of Canadian National Railway Company (CN), a North American railroad and transportation company, from January 2010 to June 2016 and as a director of CN from October 2009 to June 2016. During his 22- year career at CN, he also served as Executive Vice President and Chief Financial Officer, Vice President Strategic and Financial Planning, and Assistant Vice President Corporate Development. Mr. Mongeau is also a director of Cenovus Energy and Toronto-Dominion Bank. He was formerly a director of Telus from 2017 to 2019.

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

Rationale for Service
With more than 25 years of experience including as a former director and Chief Executive Officer at a Class I railroad, Mr. Mongeau has an extensive understanding of the industry and the operational, safety, strategic planning, environmental, and governmental and stakeholder relations challenges facing Norfolk Southern in the execution of our strategy. Mr. Mongeau’s extensive industry experience enables him to advise senior management and the Board on these issues, including during regular touchpoints with our operational leadership.

OUR BOARD OF DIRECTORS

Richard H. Anderson

Independent Director Since: 2024

Age: 68

Committees

  • Finance and Risk Management
  • Human Capital Management and Compensation (Chair)
  • Executive

Career Highlights
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.

Key Skills and Expertise
Executive Leadership, Strategic Planning, Operational Oversight, Transportation and Logistics, Human Resources and Compensation, Governmental and Stakeholder Relations, Governance/Board, Environmental and Sustainability, Risk Management, and Safety.

Rationale for Service
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 Delta Air Lines. 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.

William Clyburn, Jr.

Independent Director Since: 2024

Age: 57

Committees

  • Governance and Nominating
  • Safety

Career Highlights
Commissioner William Clyburn has more than 30 years of experience in the transportation field and the railroad industry.  Mr. Clyburn served as a Commissioner and Vice Chairman on the 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.  Mr. 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 since 2004.

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

Rationale for Service
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. 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. 

Philip S. Davidson

Independent Director Since: 2023

Age: 64

Committees

  • Finance and Risk Management
  • Safety

Career Highlights
Adm. Philip 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 percent 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. He also currently serves on the boards of Par Pacific Holdings, Inc. and AeroVironment, Inc.

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

Rationale for Service
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.

Francesca A. DeBiase

Independent Director Since: 2023

Age: 58

Committees

  • Audit
  • Executive
  • Governance and Nominating (Chair)

Career Highlights
Francesca 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. 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. Francesca 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.

Key Skills and Expertise
Operational Oversight, Executive Leadership, Marketing, Transportation and Logistics, Environmental and Sustainability, Strategic Planning, Finance and Accounting, Governance/Board, and Risk Management

Rationale for Service
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.

Marcela E. Donadio

Director Since: 2016 | Independent | Age 69

Committees

  • Audit (Chair)
  • Executive
  • Governance and Nominating

Career Highlights
Ms. Donadio, a certified public accountant with over 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 serves as Lead Independent Director of Marathon Oil Corporation, and as director of NOV Inc. and Freeport-McMoRan, Inc.

Areas of Expertise
CEO/Senior Officer; Finance and Accounting; Governance/Board; Human Resources and Compensation; Risk Management; Strategic Planning

Rationale for Service
Ms. Donadio’s extensive accounting and director experience, including serving as the Lead Independent Director of a S&P 500 company, enables her to provide valuable insight into, and oversight of, the Corporation’s accounting, finance, governance, and compensation matters.

Rationale for Service
Ms. Donadio, a native of Panama, has extensive accounting and public company board experience, including her service as Lead Independent Director of an S&P 500 company, which enables her to contribute valuable expertise to the Board and supports oversight of Norfolk Southern’s accounting, finance, governance, strategic planning, and risk management matters, which are integral to the execution of our strategy. Ms. Donadio’s 25-year experience as an Audit Partner at Ernst & Young is important to the Board, particularly her service as Chair of the Audit Committee, because she provides deep financial expertise in the oversight of the key accounting and disclosure issues related to operational, legal, and regulatory matters for Norfolk Southern.

Sameh Fahmy

Independent Director Since: 2024

Age: 72

Committees

  • Audit
  • 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 served on the Board of Directors at Rumo S.A., a Brazilian logistic company mainly focused on railway line logistics, from 2017 to 2020.

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

Rationale for Service
With more than 30 years of experience, Mr. Fahmy’s experience working 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.

Mary Kathryn “Heidi” Heitkamp

Independent Director Since: 2024

Age: 68

Committees

  • Governance and Nominating
  • Safety

Career Highlights
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.

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

Rationale for Service
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.

John C. Huffard, Jr.

Independent Director Since: 2020

Age: 56

Committees

  • Finance and Risk Management
  • Human Capital Management and Compensation

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.

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

Rationale for Service
Mr. Huffard’s extensive technology, cybersecurity, finance, and senior executive experience supports the Board’s oversight of information technology, risk management, strategic planning, governance, marketing, and financial matters. The wealth of software and cybersecurity experience that Mr. Huffard gained in his role overseeing cybersecurity risk over more than two decades makes a significant contribution to the Board and to the Finance and Risk Management Committee where he has demonstrated leadership in oversight of Norfolk Southern’s information technology and strategic planning matters, including cybersecurity risks, and has engaged management on Norfolk Southern’s information technology and cybersecurity infrastructure and technological innovations which are foundational to our strategy.

Christopher T. Jones

Independent Director Since: 2020

Age: 60

Committees

  • Audit
  • Executive
  • Safety (Chair)

Career Highlights
Mr. 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. Mr. 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, Executive Leadership, Finance and Accounting, and Governance/Board

Rationale for Service
As the new 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.

Thomas C. Kelleher

Independent Director Since: 2019

Age: 66

Committees

  • Executive
  • Finance and Risk Management (Chair)
  • Human Capital Management and Compensation

Career Highlights
Mr. Kelleher has been Chairman of the Board of UBS Group AG since April 2022. Previously, he served as President of Morgan Stanley, a leading global financial services firm, from 2016 until his retirement in June 2019. He also served as Chairman and Chief Executive Officer of Morgan Stanley Bank, N.A. until June 2019. Previously, he was President of Morgan Stanley Institutional Securities from 2010 to 2016, CEO of Morgan Stanley International from 2011 to 2016, Chief Financial Officer and Co-Head of Corporate Strategy from 2007 to early 2010, and served as Morgan Stanley’s Head of Global Capital Markets from 2006 to 2007.

Key Skills and Expertise
Finance and Accounting, Strategic Planning, Risk Management, Governance/Board, Human Resources and Compensation, Governmental and Stakeholder Relations, Executive Leadership, and Operational Oversight

Rationale for Service
Mr. Kelleher, a qualified Chartered Accountant, has extensive experience as a senior executive of several global financial institutions which uniquely positions him to advise Norfolk Southern on its governance, financial, strategic planning, and risk management matters and enables him to effectively lead the Finance and Risk Management Committee’s oversight of our capital structure and enterprise risk management program.

Gilbert H. Lamphere

Independent Director Since: 2024

Age: 71

Committees

  • Finance and Risk Management
  • Human Capital Management and Compensation

Career Highlights
Mr. Lamphere is the 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 member of the Board of Directors at CSX Corporation, Canadian National Railway, Florida East Coast Industries, and Patriot Rail, as well as Recognition Equipment, Cleveland Cliffs, R.P. Scherer, Global Natural Resources, Sylvan Inc., and Lincoln Snacks.

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

Rationale for Service
Mr. Lamphere’s extensive experience serving as a founder, public company board member, and operations executive across influential companies in the railroad and transportation industries positions him to advise and oversee Norfolk Southern’s operations, finance, strategic, and safety initiatives.

Alan H. Shaw

Director Since: 2022

Age: 56

Committees

  • Executive

Career Highlights
Mr. Shaw has been President of Norfolk Southern Corporation since December 1, 2021, and Chief Executive Officer and director since May 1, 2022. Mr. Shaw has 30 years of experience at Norfolk Southern and most recently served as Norfolk Southern’s Executive Vice President and Chief Marketing Officer from May 2015 until December 2021. Mr. Shaw previously served as Norfolk Southern’s Vice President Intermodal Operations from 2013 to 2015 and has been with Norfolk Southern in various positions since 1994.

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

Rationale for Service
Mr. Shaw is one of the freight industry’s most respected leaders, derived from his extensive 30-year career at Norfolk Southern where he has handled significant operational, marketing, and financial matters and currently serves as Norfolk Southern’s President & Chief Executive Officer and a member of the Board. Mr. Shaw’s significant operational and customer-facing experience uniquely positions him to lead Norfolk Southern’s implementation of a new balanced strategy focused on safe service, productivity, and growth. In addition, he provides the Board with valuable insight into Norfolk Southern’s primary operational, safety, strategic, marketing, and governmental and stakeholder relations matters.

Table Category

Full Committee Membership

Richard H. Anderson
 
Member
Member
 
Chair
 
William Clyburn, Jr.
      Member   Member
   
Member
   
Member
Member
Member
 
Chair
   
Chair
Member
 
Member    
Sameh Fahmy
Member
        Member
Mary Kathryn “Heidi” Heitkamp
      Member   Member
   
Member
 
Member
 
Member
Member
     
Chair
 
Member
Chair
  Member  
Gilbert H. Lamphere
   
Member
  Member  
 
Chair
   
 
 
 
Member
       
  • ChairChair
  • MemberMember

OUR RISK OVERSIGHT APPROACH

The Board

The Board of Directors is ultimately responsible for overseeing the primary operational, compliance, financial, strategic, and technological risks facing the Company, including the Company’s corresponding Enterprise Risk Management program (“ERM Program”). The Board of Directors uses the ERM Program to proactively identify, assess, monitor, and mitigate the primary risks, threats, and uncertainties that may impact the Company’s business objectives. Management has created an Enterprise Risk Council, composed of executive leadership. The Enterprise Risk Council coordinates with business leaders across the Company to assess and mitigate enterprise risks and provides periodic reports to the Finance and Risk Management Committee regarding its activities and findings. Management has further created cross functional risk working groups comprised of senior departmental leaders who meet quarterly to discuss internal and external developments and emerging and enterprise risks within each of the Company’s five primary risk categories.

Subject to the Board’s ultimate oversight and accountability, and notwithstanding its periodic receipt of reports and recommendations regarding ERM-related matters, the Board has delegated specific risk management oversight responsibilities to its various committees, as set forth below. The Board and its committees are authorized to engage outside advisors to assist in performing such risk management oversight duties, with the Board and the Finance and Risk Management Committee being further authorized to conduct related risk assessments at any time. The Company also made significant improvements to the ERM Program during 2023, including creating the cross functional risk working groups, creating a crisis management playbook, and developing quarterly and monthly metrics tied to our primary risks to facilitate monitoring. The Board has also implemented the additional risk management efforts with respect to technology and cybersecurity matters described further below.

Finance and Risk Management Committee

The Board has delegated oversight of the ERM Program to the Finance and Risk Management Committee, including to:

  • Request and receive periodic reports from management on the Company’s overall risk monitoring and mitigation activities, including but not limited to technology risks (related to cybersecurity, cyber incident response, information technology resilience, and the adequacy and effectiveness of the Company’s information technology policies);
  • Discuss with management the relationship between the Company’s risk appetite and business strategies;
  • Recommend to the Board processes and procedures for the ERM Program;
  • Recommend to the Board and the Governance and Nominating Committee the specific Board committee that should be allocated the management and oversight responsibility for specific identified risk areas; and
  • Assist the Audit Committee with its related responsibilities, including to review the Company’s major financial risk exposures.
Audit Committee

The Board has delegated responsibility to the Audit Committee to discuss the Company’s (i) guidelines and policies with respect to risk assessment and management, and (ii) major financial risk exposures and management’s efforts to monitor and control such exposures.

Governance and Nominating Committee

The Board has delegated oversight of the Company’s sustainability and climate change risks to the Governance and Nominating Committee, including (i) legislative and regulatory efforts to limit greenhouse gas emissions, (ii) volatility in energy prices, and (iii) business interruption for severe weather. Our management and employees otherwise collaborate to identify and mitigate any sustainability and climate change risks, with periodic reports also provided to the Board and the Finance and Risk Management Committee.

Human Capital Management and Compensation Committee

The Board has delegated responsibility to the Human Capital Management and Compensation Committee to oversee the Company’s human capital management strategies and programs, as well as to review the Company’s compensation strategy, plans, and programs to ensure that they do not encourage unnecessary or excessive risk taking.

Safety Committee

The Board has delegated responsibility to the Safety Committee to oversee risk management related to the Company’s safety programs and practices. The Safety Committee has taken significant steps in 2023 to enhance its oversight of these areas, including increasing meeting cadence with regular updates provided on responsive actions in process, as well as recalibrating the incident management process to enhance fact finding, focusing on root cause analysis, and prioritizing corrective actions.

Technology and Cybersecurity Risk Management Efforts: We have implemented additional processes to address the significant technological and cybersecurity risks we face:

  • Management provides periodic reports to the Finance and Risk Management Committee regarding (i) the primary technology risks impacting the Company, including regarding our systems, service resiliency, cybersecurity risks, and the related threat environment, with best practices, cyber readiness, and third-party assessment results also addressed as needed, and (ii) all material or potentially material cybersecurity incidents involving the Company, including root causes and identification of and progress towards remediation activities through completion;
  • Our Chief Information Security Officer provides an annual report to the Board highlighting the emerging threat landscape, our progress executing on our defensive cybersecurity strategy, and a review of our cybersecurity incident investigation and response processes;
  • Our Chief Information Officer and Chief Information Security Officer lead a team responsible for establishing enterprise-wide security strategy policy, standards, architecture, and processes, including tracking key risk indicators for our primary cybersecurity risks;
  • All management employees receive mandatory training on how to identify potential cybersecurity risks and protect the Company’s resources and information which is supplemented by company-wide testing initiatives, including periodic phishing tests; and
  • We use a risk-based information security program that helps (i) ensure our defenses and resources are aligned to address the most likely and most damaging potential attacks, (ii) provide support for our organizational mission and operational objectives, and (iii) keep us in the best position to detect, mitigate, and recover from a wide variety of potential attacks in a timely fashion.
Management

Management has day-to-day responsibility for identifying, assessing, managing, and monitoring risks by utilizing enterprise risk management processes and controls, including the Enterprise Risk Council and cross functional risk working groups.

Cybersecurity Risk Management Efforts

The Corporation has implemented the additional processes below to address the significant cybersecurity risks we face:

  • management provides periodic reports to the Board on data protection and cybersecurity matters (in addition to reports provided to the Finance and Risk Management Committee);
  • our Chief Information Officer and Chief Information Security Officer lead a team responsible for establishing enterprise-wide security strategy, policy, standards, architecture, and processes, and report to the Board on such matters;
  • all management employees receive mandatory periodic training on how to identify potential cybersecurity risks and protect the Corporation's resources and information which is supplemented by company-wide testing initiatives, including periodic phishing tests; and
  • we use a risk-based information security program that helps (i) ensure our defenses and resources are aligned to address the most likely and most damaging potential attacks, (il) provide support for our organizational mission and operational objectives, and (ill) keep us in the best position to detect, mitigate, and recover from a wide variety of potential attacks in a timely fashion.

DIRECTOR ONBOARDING AND CONTINUING EDUCATION

DIRECTOR ONBOARDING AND CONTINUING EDUCATION

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:

  • One-on-one meetings with the Board Chair and each Committee Chair to review Board and Committee processes and expectations;
  • 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.

SHAREHOLDER ENGAGEMENT

SHAREHOLDER ENGAGEMENT IN 2023

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 2023, we expanded our existing shareholder outreach program and reached out to shareholders representing 55% of our outstanding shares, ultimately engaging with shareholders representing approximately 49% of our outstanding shares, a 16% increase from the previous year.

Our outreach program included meetings with members of our investor relations, finance, safety, sustainability, and legal teams, with our independent Board Chair, Safety Committee Chair, and our CEO participating in discussions with our largest shareholders. Our engagement team presented shareholder feedback to our Board of Directors and to our Governance and Nominating Committee or Human Capital Management and Compensation Committee, as appropriate, for further consideration. Our Governance and Nominating Committee further reviewed the process for conducting this outreach program and the results of these shareholder meetings with our Board of Directors. Our investor relations team also regularly participates in investor conferences and has meetings with investment analysts and investors on topics relating to company financial performance to discuss our primary strategic and operational priorities.

Read our Full Proxy Statement