Companies Norfolk Southern Corp
Norfolk Southern (NSC): executive pay, fiscal 2025
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CEO pay, last three years
- $3,366,246FY2023
- $8,985,660FY2024
- $16,245,050FY2025
CEO total pay was $16,245,050 in fiscal 2025, up from $8,985,660 in fiscal 2024.
FY2025: salary $1,100,000 · bonus $0 · stock awards $9,199,733 · option awards $2,300,010
Executives and directors
Frequently asked questions
Answers are drawn only from the figures disclosed in this brief and cited to their location in the source filing. Where a figure required for an answer is not disclosed, that is stated rather than estimated.
Full detail
Every table from the filing. Open any section.
Summary compensation table
| Named executive officer | Salary | Bonus | Stock awards | Option awards | Non-equity incentive | Pension / NQDC | All other | Total |
|---|---|---|---|---|---|---|---|---|
| Mark George | $1,100,000 | $0 | $9,199,733 | $2,300,010 | $2,932,875 | $511,140 | $201,292 | $16,245,050 |
| President & Chief Executive Officer | ||||||||
| Claude Elkins | 675,000 | 0 | 2,399,989 | 599,957 | 1,199,813 | 2,009,988 | 31,246 | 6,915,992 |
| Executive Vice President & Chief Commercial Officer | ||||||||
| John Orr | 750,000 | 0 | 2,479,959 | 619,956 | 1,333,125 | 363,132 | 58,430 | 5,604,601 |
| Executive Vice President & Chief Operating Officer | ||||||||
| Jason Zampi | 650,000 | 0 | 2,080,072 | 519,963 | 1,155,375 | 448,044 | 12,250 | 4,865,704 |
| Executive Vice President & Chief Financial Officer | ||||||||
| Anil Bhatt | 650,000 | 0 | 1,980,091 | 494,986 | 1,155,375 | 88,740 | 13,092 | 4,382,284 |
| Executive Vice President & Chief Information & Digital Officer | ||||||||
A dash means the company reported no figure in that column; 0 means it reported zero. Figures are as printed in the filing, without adjustment.
Three-year trend — total compensation per named executive
| Named executive officer | FY2025 total | FY2024 total | FY2023 total | Δ FY2024→2025 |
|---|---|---|---|---|
| Mark George | $16,245,050 | $8,985,660 | $3,366,246 | ↑ +7,259,390 |
| Claude Elkins | 6,915,992 | 3,761,802 | 3,959,635 | ↑ +3,154,190 |
| John Orr | 5,604,601 | 11,385,816 | — | ↓ −5,781,215 |
| Jason Zampi | 4,865,704 | 1,950,933 | — | ↑ +2,914,771 |
| Anil Bhatt | 4,382,284 | 4,986,100 | — | ↓ −603,816 |
Prior-year totals as disclosed in the corresponding proxy; deltas are computed values with the derivation shown in the register.
Incentive-plan design — the Compensation Discussion & Analysis
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.
| CEO STI target (% of salary) | — |
|---|---|
| CEO LTI target (% of salary) | — |
| Independent consultant | FW Cook |
| Clawback policy | True |
| Anti-hedging | True |
| Anti-pledging | True |
Equity grants and outstanding awards
Grants of plan-based awards — fiscal year 2025
| Executive | Award | Grant date | Threshold | Target | Granted | Maximum | Grant-date fair value |
|---|---|---|---|---|---|---|---|
| Anil Bhatt | RSU | 2025-01-30 | — | — | 1,924 | — | $494,968 |
| Mark George | PSU | 2025-01-30 | 6,980 | 23,267 | — | 58,168 | 6,899,829 |
| Jason Zampi | RSU | 2025-01-30 | — | — | 2,021 | — | 519,922 |
| John Orr | RSU | 2025-01-30 | — | — | 2,410 | — | 619,997 |
| Anil Bhatt | PSU | 2025-01-30 | 1,502 | 5,008 | — | 12,520 | 1,485,122 |
| Mark George | RSU | 2025-01-30 | — | — | 8,940 | — | 2,299,904 |
| Claude Elkins | RSU | 2025-01-30 | — | — | 2,332 | — | 599,930 |
| Claude Elkins | PSU | 2025-01-30 | 1,821 | 6,070 | — | 15,175 | 1,800,059 |
| Jason Zampi | PSU | 2025-01-30 | 1,578 | 5,261 | — | 13,153 | 1,560,150 |
| John Orr | PSU | 2025-01-30 | 1,882 | 6,272 | — | 15,680 | 1,859,962 |
| Jason Zampi | OPTION | 2025-01-30 | — | — | 5,954 | — | 519,963 |
| Claude Elkins | OPTION | 2025-01-30 | — | — | 6,870 | — | 599,957 |
| John Orr | OPTION | 2025-01-30 | — | — | 7,099 | — | 619,956 |
| Anil Bhatt | OPTION | 2025-01-30 | — | — | 5,668 | — | 494,986 |
| Mark George | OPTION | 2025-01-30 | — | — | 26,337 | — | 2,300,010 |
Vehicle mix — grant-date fair value by award type
| Named executive officer | Time-vested (RSU) | Performance-vested (PSU) | Options / SARs | % performance-vested |
|---|---|---|---|---|
| Anil Bhatt | $494,968 | $1,485,122 | $494,986 | 60.0% |
| Mark George | 2,299,904 | 6,899,829 | 2,300,010 | 60.0% |
| Jason Zampi | 519,922 | 1,560,150 | 519,963 | 60.0% |
| John Orr | 619,997 | 1,859,962 | 619,956 | 60.0% |
| Claude Elkins | 599,930 | 1,800,059 | 599,957 | 60.0% |
% performance-vested = PSU grant-date fair value ÷ (RSU + PSU + Options), a computed value with the derivation shown in the register.
Outstanding equity awards at fiscal year-end 2025
| Executive | Award | Shares unvested | Exercise price | Market value unvested |
|---|---|---|---|---|
| Jason Zampi | Option | 1,456 | 255.5 | — |
| Anil Bhatt | Option | 2,138 | 255.5 | — |
| Claude Elkins | Option | 3,050 | 270.98 | — |
| Claude Elkins | Option | 3,220 | 241.18 | — |
| Claude Elkins | Option | 3,590 | 298.08 | — |
| Mark George | Option | 3,866 | 241.18 | — |
| Mark George | RSU | 3,945 | — | 1,139,000 |
| Mark George | Option | 4,590 | 270.98 | — |
| Claude Elkins | Option | 4,710 | 236.85 | — |
| Mark George | Option | 4,789 | 298.08 | — |
| John Orr | RSU | 5,470 | — | 1,579,298 |
| Anil Bhatt | Option | 5,668 | 257.26 | — |
| Jason Zampi | Option | 5,954 | 257.26 | — |
| John Orr | Option | 6,068 | 240.38 | — |
| Mark George | Option | 6,353 | 236.85 | — |
| Claude Elkins | Option | 6,870 | 257.26 | — |
| John Orr | Option | 7,099 | 257.26 | — |
| Claude Elkins | RSU | 9,105 | — | 2,628,796 |
| Claude Elkins | PSU | 14,240 | — | 4,111,373 |
| Mark George | PSU | 14,713 | — | 4,247,793 |
| Mark George | Option | 19,007 | 251.15 | — |
| John Orr | PSU | 19,025 | — | 5,492,898 |
| Jason Zampi | PSU | 21,100 | — | 6,091,992 |
| Jason Zampi | RSU | 21,159 | — | 6,109,026 |
| Mark George | Option | 26,337 | 257.26 | — |
Director compensation
| Director | Cash fees | Stock awards | Option awards | Non-equity incentive | All other | Total |
|---|---|---|---|---|---|---|
| Richard H. AndersonIndependent · Board Chair · Audit and Finance · Compensation and Talent Management · Executive (Chair) | $217,000 | $235,698 | $0 | $0 | $25,000 | $477,698 |
| John C. Huffard, JrIndependent · Compensation and Talent Management (Chair) · Governance and Nominating · Safety (Chair) · Executive | 207,000 | 180,082 | 0 | 0 | 5,000 | 392,082 |
| Claude MongeauIndependent · Executive · Departed during FY | 110,000 | 280,156 | 0 | 0 | 0 | 390,156 |
| Francesca A. DeBiaseIndependent · Compensation and Talent Management · Governance and Nominating · Executive | 200,000 | 180,082 | 0 | 0 | 0 | 380,082 |
| Philip S. DavidsonIndependent · Audit and Finance · Safety | 180,000 | 180,082 | 0 | 0 | 5,000 | 365,082 |
| Marcela E. DonadioIndependent · Audit and Finance (Chair) · Safety · Executive | 140,000 | 180,082 | 0 | 0 | 20,000 | 340,082 |
| William Clyburn, JrIndependent · Governance and Nominating · Safety | 120,000 | 180,082 | 0 | 0 | 40,000 | 340,082 |
| Gilbert H. LamphereIndependent · Audit and Finance · Compensation and Talent Management | 130,000 | 180,082 | 0 | 0 | 17,500 | 327,582 |
| Christopher T. JonesIndependent · Audit and Finance · Safety · Executive | 140,000 | 180,082 | 0 | 0 | 5,000 | 325,082 |
| Mary Kathryn Heidi HeitkampIndependent · Governance and Nominating · Safety | 120,000 | 180,082 | 0 | 0 | 25,000 | 325,082 |
| Sameh FahmyIndependent · Audit and Finance · Safety | 120,000 | 180,082 | 0 | 0 | 0 | 300,082 |
| Thomas Colm KelleherIndependent · Compensation and Talent Management · Governance and Nominating · Not standing for re-election · Departed during FY | 70,000 | 180,082 | 0 | 0 | 0 | 250,082 |
| Mark R. GeorgeEmployee director · Executive | 0 | 0 | 0 | — | 0 | 0 |
Board fee structure and ownership guideline
| Annual cash retainer | $120,000 |
|---|---|
| Annual equity retainer | — |
| Per board meeting fee | — |
| Committee chair fees (audit / comp / nom-gov) | 20,000 / 20,000 / 5,000 |
| Stock ownership guideline | 5x annual amount of quarterly fees ($600,000) |
Total cost of the board
| Component | FY2025 |
|---|---|
| Cash retainers and fees | $1,754,000 |
| Equity awards (grant-date value) | $2,316,674 |
| All other compensation | $142,500 |
| Total cost of the board | $4,213,174 |
Computed as the sum of the director compensation table rows above; inputs and formula shown in the register.
Peer group, and who names Norfolk Southern as a peer
Companies that benchmark against NSC
11 companies name NSC as a compensation peer
- ALASKA AIR GROUP, INC.ALKFY2025
- C. H. ROBINSON WORLDWIDE, INC.CHRWFY2025
- CSX CORPCSXFY2025
- EXPEDITORS INTERNATIONAL OF WASHINGTON INCEXPDFY2025
- HUNT J B TRANSPORT SERVICES INCJBHTFY2025
- Lineage, Inc.LINEFY2025
- Waste Connections, Inc.WCNFY2025
- WASTE MANAGEMENT INCWMFY2025
- WESTINGHOUSE AIR BRAKE TECHNOLOGIES CORPWABFY2025
- XPO, Inc.XPOFY2025
Each company listed discloses NSC in its own benchmarking peer group, as disclosed in each company's most recent proxy statement within the last two proxy seasons. Two companies are therefore absent by design: one that named NSC in an earlier year and no longer does, and one whose own most recent disclosure is older than the last two seasons.
Disclosed peer group — fiscal year 2025
The compensation peer group as the company disclosed it in its own proxy — the reference set behind the percentile above.
Peer reciprocity
Of the companies Norfolk Southern Corp names as compensation peers, which name it back in their own disclosed peer groups. A peer set the market reciprocates reads differently from one selected in a single direction.
Reciprocity shown where the peer’s own current proxy has been read — each mark is cited in the register to that peer’s filing. A dash means the peer’s current proxy was read and names no reciprocal group including Norfolk Southern Corp.
Chief executive pay against the peer group
Most recent fiscal-year chief executive compensation at each disclosed peer, taken from that company’s own proxy statement.
| Rank | Company | FY | Chief executive | Salary | Stock awards | Option awards | Non-equity incentive | Total |
|---|---|---|---|---|---|---|---|---|
| 1 | Deere & Company | 2025 | John May | $1,694,507 | $13,950,239 | $4,255,133 | $5,450,551 | $27,925,424 |
| 2 | FedEx Corporation | 2026 | Rajesh Subramaniam | 1,550,000 | 6,731,364 | 3,715,062 | 10,593,500 | 27,554,018 |
| 3 | Canadian Pacific Kansas City Limited | 2025 | Keith Creel | 1,887,030 | 12,022,313 | 6,780,204 | 3,761,742 | 25,655,819 |
| 4 | United Parcel Service, Inc. | 2025 | Carol Tomé | 1,509,713 | 17,550,546 | 1,358,754 | 2,264,569 | 22,878,788 |
| 5 | Parker-Hannifin Corporation | 2026 | Jennifer Parmentier | 1,537,500 | 7,586,898 | 7,841,940 | 4,539,822 | 22,761,169 |
| 6 | Emerson Electric Co. | 2025 | Lal Karsanbhai | 1,537,500 | 15,413,325 | 0 | 3,728,525 | 21,240,262 |
| 7 | Honeywell International Inc. | 2025 | Vimal Kapur | 1,600,000 | 10,866,269 | 3,623,914 | 3,516,800 | 20,381,435 |
| 8 | Union Pacific Corporation | 2025 | V. James Vena | 1,475,000 | 9,000,130 | 6,000,003 | 3,437,250 | 20,296,362 |
| 9 | Waste Management, Inc. | 2025 | James Fish | 1,486,538 | 12,406,478 | 2,400,021 | 2,472,480 | 19,048,786 |
| 10 | Caterpillar Inc. | 2025 | Joseph Creed | 1,381,892 | 9,538,484 | 3,101,117 | 2,476,800 | 17,008,077 |
| 11 | Norfolk Southern Corp | 2025 | Mark George | 1,100,000 | 9,199,733 | 2,300,010 | 2,932,875 | 16,245,050 |
| 12 | Illinois Tool Works Inc. | 2025 | Christopher A. O'Herlihy | 1,337,271 | 5,249,957 | 5,249,996 | 2,702,389 | 15,211,011 |
| 13 | CSX Corporation | 2025 | Stephen Angel | 386,364 | 5,385,342 | 5,248,065 | 513,863 | 11,711,612 |
| 14 | Eaton Corporation plc | 2025 | Paulo Ruiz | 1,087,116 | 4,140,314 | 1,384,695 | 1,155,000 | 7,923,677 |
| — | Canadian National Railway Company | — | — | — | — | — | — | not in coverage universe |
Each peer’s compensation is from its most recently filed proxy; fiscal years differ by company. Each peer’s figures come from its own filings; the subject company is highlighted. Peers whose chief executive compensation is outside our coverage universe are stated as such, never left blank.
Incentive design against the same peers
| Company | Annual incentive payout | Long-term vehicle mix | PSU measures include TSR | Compensation consultant |
|---|---|---|---|---|
| Norfolk Southern Corp | 118.5% | not disclosed | Yes — relative TSR | FW Cook |
| Canadian National Railway Company | not disclosed | not disclosed | not disclosed | not disclosed |
| Canadian Pacific Kansas City Limited | not disclosed | PSU 60 · Option 40 | not disclosed | Frederic W. Cook & Co., Inc. (FW Cook) |
| Caterpillar Inc. | 118% | PSU 50 · RSU 25 · Options 25 | Yes — relative Total Shareholder Return (rTSR) | Meridian Compensation Partners, LLC |
| CSX Corporation | 76% | PSU 60 · Option 20 · RSU 20 | No | Pay Governance, LLC |
| Deere & Company | 160.8% | PSU 50 · RSU 25 · Options 25 | No | Semler Brossy Consulting Group, LLC (current); Pearl Meyer & Partners, LLC (prior year) |
| Eaton Corporation plc | 70% | PSU 50 · RSU 25 · Option 25 | Yes — Relative TSR | Meridian Compensation Partners |
| Emerson Electric Co. | 141.5% | PSU 55 · RSU 45 | No | Exequity |
| FedEx Corporation | 112.5% | not disclosed | Yes — Relative TSR (FY24-FY26 LTI Cash Plan) | Meridian Compensation Partners, LLC |
| Honeywell International Inc. | 126% | PSU 50 · Options 25 · RSU 25 | Yes — three-year total shareowner return (TSR) relative to the 2025 Compensation Peer Group | not disclosed |
| Illinois Tool Works Inc. | not disclosed | PSU 50 · Options 50 | No | Meridian Compensation Partners LLC |
| Parker-Hannifin Corporation | not disclosed | LTIP Awards 50 · Stock Appreciation Rights 50 | No | Mercer Consulting |
| Union Pacific Corporation | 138% | PSU 60 · Options 40 | No | Pay Governance |
| United Parcel Service, Inc. | 75% | PSU 93 · Options 7 | Yes — Relative Total Shareowner Return (RTSR) | FW Cook |
| Waste Management, Inc. | 103.02% | PSU 80 · Option 20 | No | Frederic W. Cook & Co., Inc. |
Read from each company’s Compensation Discussion and Analysis: annual incentive payout as a percentage of target, the disclosed long-term vehicle mix, whether performance-share measures include a total shareholder return component, and the retained compensation consultant. “Not disclosed” appears only where the company’s filing does not state the item.
Say-on-pay history and pay ratio
| Meeting year | Meeting date | For | Against | Abstain | Support | Outcome |
|---|---|---|---|---|---|---|
| 2026 | 2026-05-07 | 145,144,991 | 8,525,943 | 971,510 | 94.45% | Passed |
| 2025 | 2025-05-08 | 164,352,835 | 8,166,851 | 742,206 | 95.27% | Passed |
| 2024 | 2024-05-09 | 47,617,715 | 122,902,245 | 6,980,579 | 27.93% | Failed |
| 2023 | 2023-05-11 | 140,062,545 | 25,616,561 | 953,431 | 84.54% | Passed |
| 2022 | 2022-05-12 | 161,866,924 | 12,887,467 | 892,923 | 92.63% | Passed |
| 2021 | 2021-05-13 | 174,155,549 | 13,479,501 | 1,693,691 | 92.82% | Passed |
Rows are labeled by annual-meeting year, with the meeting date beside each; the vote held in a given year acts on the prior fiscal year’s compensation.
Say-on-pay — history, company’s computation
| Meeting year | Meeting date | Approval — company’s computation |
|---|---|---|
| 2026 | 2026-05-07 | 94.45%a |
| 2025 | 2025-05-08 | 95.27%b |
| 2024 | 2024-05-09 | 27.93%c |
a. Approved under the standard stated in the filing — “How will these matters be decided at the Annual Meeting? Voting Item Voting Standard Treatment of Abstentions and Broker Non-Votes Recommendation 1 Election of 12 directors for a one-year term Majority of votes cast Not counted as votes cast and therefore no effect.”.
b. Approved under the standard stated in the filing — “How will these matters be decided at the Annual Meeting? Voting Item Voting Standard Treatment of Abstentions and Broker Non-Votes Recommendation 1 Election of 13 directors for a one-year term Plurality of votes cast Not counted as votes cast and therefore no effect.”.
c. Voting standard not stated in the filing.
Approval percentages are the company’s own reported computations under its own stated standard, not recomputed by Velarion. Where a company does not state a standard, none is assumed.
CEO pay ratio
| Ratio (CEO : median employee) | 137 : 1 |
|---|---|
| CEO total compensation | $16,245,050 |
| Median employee compensation | $118,895 |
Insider trades since the proxy
Every insider equity transaction reported on Form 4 after the 2025 proxy statement — acquisitions, dispositions, exercises, and withholdings — and therefore not reflected in any table in that document.
| Insider | Role | Transaction date | Code | Shares | Price | Value | Security | Source |
|---|---|---|---|---|---|---|---|---|
| Richard H. Anderson | Director | 2026-03-31 | A | 233.45 | $287 | $67,000 | Derivative, Class A Common | Form 4 ↗ |
| John C. Huffard, Jr | Director | 2026-03-31 | A | 184.67 | 287 | 53,000 | Derivative, Class A Common | Form 4 ↗ |
| John Orr | EVP & Chief Operating Officer | 2026-04-26 | D | 8,319 | — | — | Derivative, Class A Common | Form 4 ↗ |
| John Orr | EVP & Chief Operating Officer | 2026-04-26 | D | 3,247 | 321 | 1,041,654 | Common | Form 4 ↗ |
| John Orr | EVP & Chief Operating Officer | 2026-04-26 | A | 8,319 | 0 | 0 | Common | Form 4 ↗ |
| Dividend-equivalent accruals | 2026-05-20 | — | 123 | — | ~38,837 | 10 insiders, 12 accrual rows | ||
| Marcela E. Donadio | Director | 2026-05-20 | A | 37.24 | 315 | 11,745 | Derivative, Class A Common | Form 4 ↗ |
| Richard H. Anderson | Director | 2026-06-30 | A | 251.2 | 315 | 79,026 | Derivative, Class A Common | Form 4 ↗ |
| John C. Huffard, Jr | Director | 2026-06-30 | A | 168.47 | 315 | 53,000 | Derivative, Class A Common | Form 4 ↗ |
| Brian Barr | Chief Operating Officer | 2026-07-27 | A | 1,456 | — | — | Derivative, Class A Common | Form 4 ↗ |
| Dividend-equivalent accruals | 2026-08-20 | — | 114 | — | ~39,570 | 10 insiders, 12 accrual rows | ||
| Marcela E. Donadio | Director | 2026-08-20 | A | 33.9 | 348 | 11,795 | Derivative, Class A Common | Form 4 ↗ |
| Mark R. George | Director | 2026-09-13 | D | 1,035 | 323 | 334,616 | Common | Form 4 ↗ |
| Mark R. George | Director | 2026-09-13 | A | 2,653 | 0 | 0 | Common | Form 4 ↗ |
| Mark R. George | Director | 2026-09-13 | D | 2,653 | — | — | Derivative, Class A Common | Form 4 ↗ |
| John C. Huffard, Jr | Director | 2026-09-30 | A | 171.52 | 309 | 53,000 | Derivative, Class A Common | Form 4 ↗ |
| Richard H. Anderson | Director | 2026-09-30 | A | 177.99 | 309 | 55,000 | Derivative, Class A Common | Form 4 ↗ |
| John C. Huffard, Jr | Director | 2026-10-08 | A | 333.33 | 0 | 0 | Common | Form 4 ↗ |
| Brian Barr | Chief Operating Officer | 2026-10-24 | D | 653 | — | — | Derivative, Class A Common | Form 4 ↗ |
| Brian Barr | Chief Operating Officer | 2026-10-24 | D | 117 | 332 | 38,855 | Common | Form 4 ↗ |
| Brian Barr | Chief Operating Officer | 2026-10-24 | A | 653 | 0 | 0 | Common | Form 4 ↗ |
| Anil Bhatt | EVP & CIDO | 2026-10-24 | D | 3,259 | — | — | Derivative, Class A Common | Form 4 ↗ |
| Anil Bhatt | EVP & CIDO | 2026-10-24 | D | 1,338 | 332 | 444,336 | Common | Form 4 ↗ |
| Anil Bhatt | EVP & CIDO | 2026-10-24 | A | 3,259 | 0 | 0 | Common | Form 4 ↗ |
Transaction codes per Form 4: A acquisition · S open-market sale · F tax withholding · M option exercise · G gift. Value = shares × price as reported. Dividend-equivalent and fractional-share accrual rows (derivative Class A, under $10,000 and under 2,000 shares) are aggregated per date; every row appears in full below.
View all 46 transactions
| Insider | Role | Transaction date | Code | Shares | Price | Value | Security | Source |
|---|---|---|---|---|---|---|---|---|
| Richard H. Anderson | Director | 2026-03-31 | A | 233.45 | $287 | $67,000 | Derivative, Class A Common | Form 4 ↗ |
| John C. Huffard, Jr | Director | 2026-03-31 | A | 184.67 | 287 | 53,000 | Derivative, Class A Common | Form 4 ↗ |
| John Orr | EVP & Chief Operating Officer | 2026-04-26 | D | 8,319 | — | — | Derivative, Class A Common | Form 4 ↗ |
| John Orr | EVP & Chief Operating Officer | 2026-04-26 | D | 3,247 | 321 | 1,041,654 | Common | Form 4 ↗ |
| John Orr | EVP & Chief Operating Officer | 2026-04-26 | A | 8,319 | 0 | 0 | Common | Form 4 ↗ |
| Francesca A. DeBiase | Director | 2026-05-20 | A | 9.15 | 315 | 2,887 | Derivative, Class A Common | Form 4 ↗ |
| Christopher T. Jones | Director | 2026-05-20 | A | 22.48 | 315 | 7,090 | Derivative, Class A Common | Form 4 ↗ |
| Lori Ryerkerk | Director | 2026-05-20 | A | 3.07 | 315 | 969 | Derivative, Class A Common | Form 4 ↗ |
| John C. Huffard, Jr | Director | 2026-05-20 | A | 12.74 | 312 | 3,971 | Derivative, Class A Common | Form 4 ↗ |
| Richard H. Anderson | Director | 2026-05-20 | A | 10.14 | 315 | 3,198 | Derivative, Class A Common | Form 4 ↗ |
| Richard H. Anderson | Director | 2026-05-20 | A | 6.52 | 312 | 2,034 | Derivative, Class A Common | Form 4 ↗ |
| Philip S. Davidson | Director | 2026-05-20 | A | 10.74 | 315 | 3,388 | Derivative, Class A Common | Form 4 ↗ |
| William Clyburn, Jr | Director | 2026-05-20 | A | 7.79 | 315 | 2,455 | Derivative, Class A Common | Form 4 ↗ |
| Marcela E. Donadio | Director | 2026-05-20 | A | 37.24 | 315 | 11,745 | Derivative, Class A Common | Form 4 ↗ |
| Sameh Fahmy | Director | 2026-05-20 | A | 7.79 | 315 | 2,455 | Derivative, Class A Common | Form 4 ↗ |
| Mary Kathryn Heidi Heitkamp | Director | 2026-05-20 | A | 7.79 | 315 | 2,455 | Derivative, Class A Common | Form 4 ↗ |
| Gilbert H. Lamphere | Director | 2026-05-20 | A | 2.67 | 315 | 843 | Derivative, Class A Common | Form 4 ↗ |
| John C. Huffard, Jr | Director | 2026-05-20 | A | 22.48 | 315 | 7,090 | Derivative, Class A Common | Form 4 ↗ |
| Richard H. Anderson | Director | 2026-06-30 | A | 251.2 | 315 | 79,026 | Derivative, Class A Common | Form 4 ↗ |
| John C. Huffard, Jr | Director | 2026-06-30 | A | 168.47 | 315 | 53,000 | Derivative, Class A Common | Form 4 ↗ |
| Brian Barr | Chief Operating Officer | 2026-07-27 | A | 1,456 | — | — | Derivative, Class A Common | Form 4 ↗ |
| Philip S. Davidson | Director | 2026-08-20 | A | 9.78 | 348 | 3,403 | Derivative, Class A Common | Form 4 ↗ |
| Mary Kathryn Heidi Heitkamp | Director | 2026-08-20 | A | 7.09 | 348 | 2,466 | Derivative, Class A Common | Form 4 ↗ |
| Gilbert H. Lamphere | Director | 2026-08-20 | A | 2.43 | 348 | 847 | Derivative, Class A Common | Form 4 ↗ |
| Lori Ryerkerk | Director | 2026-08-20 | A | 2.8 | 348 | 973 | Derivative, Class A Common | Form 4 ↗ |
| John C. Huffard, Jr | Director | 2026-08-20 | A | 12.16 | 347 | 4,216 | Derivative, Class A Common | Form 4 ↗ |
| Richard H. Anderson | Director | 2026-08-20 | A | 9.23 | 348 | 3,212 | Derivative, Class A Common | Form 4 ↗ |
| Richard H. Anderson | Director | 2026-08-20 | A | 6.87 | 347 | 2,382 | Derivative, Class A Common | Form 4 ↗ |
| William Clyburn, Jr | Director | 2026-08-20 | A | 7.09 | 348 | 2,466 | Derivative, Class A Common | Form 4 ↗ |
| Francesca A. DeBiase | Director | 2026-08-20 | A | 8.33 | 348 | 2,899 | Derivative, Class A Common | Form 4 ↗ |
| Marcela E. Donadio | Director | 2026-08-20 | A | 33.9 | 348 | 11,795 | Derivative, Class A Common | Form 4 ↗ |
| Sameh Fahmy | Director | 2026-08-20 | A | 7.09 | 348 | 2,466 | Derivative, Class A Common | Form 4 ↗ |
| John C. Huffard, Jr | Director | 2026-08-20 | A | 20.47 | 348 | 7,120 | Derivative, Class A Common | Form 4 ↗ |
| Christopher T. Jones | Director | 2026-08-20 | A | 20.47 | 348 | 7,120 | Derivative, Class A Common | Form 4 ↗ |
| Mark R. George | Director | 2026-09-13 | D | 1,035 | 323 | 334,616 | Common | Form 4 ↗ |
| Mark R. George | Director | 2026-09-13 | A | 2,653 | 0 | 0 | Common | Form 4 ↗ |
| Mark R. George | Director | 2026-09-13 | D | 2,653 | — | — | Derivative, Class A Common | Form 4 ↗ |
| John C. Huffard, Jr | Director | 2026-09-30 | A | 171.52 | 309 | 53,000 | Derivative, Class A Common | Form 4 ↗ |
| Richard H. Anderson | Director | 2026-09-30 | A | 177.99 | 309 | 55,000 | Derivative, Class A Common | Form 4 ↗ |
| John C. Huffard, Jr | Director | 2026-10-08 | A | 333.33 | 0 | 0 | Common | Form 4 ↗ |
| Brian Barr | Chief Operating Officer | 2026-10-24 | D | 653 | — | — | Derivative, Class A Common | Form 4 ↗ |
| Brian Barr | Chief Operating Officer | 2026-10-24 | D | 117 | 332 | 38,855 | Common | Form 4 ↗ |
| Brian Barr | Chief Operating Officer | 2026-10-24 | A | 653 | 0 | 0 | Common | Form 4 ↗ |
| Anil Bhatt | EVP & CIDO | 2026-10-24 | D | 3,259 | — | — | Derivative, Class A Common | Form 4 ↗ |
| Anil Bhatt | EVP & CIDO | 2026-10-24 | D | 1,338 | 332 | 444,336 | Common | Form 4 ↗ |
| Anil Bhatt | EVP & CIDO | 2026-10-24 | A | 3,259 | 0 | 0 | Common | Form 4 ↗ |
Sources (112 citations)
Each figure is listed with the filing it comes from, where it appears in that filing, and the value as printed. Any figure can be independently confirmed against the source.
- Section 01, Mark George. DEF 14A, filed 2026-03-27. Section “2025 Summary Compensation Table” · page 68. As printed: 16,245,050. View filing ↗
- Section 01, Claude Elkins. DEF 14A, filed 2026-03-27. Section “2025 Summary Compensation Table”. As printed: 6,915,992. View filing ↗
- Section 01, John Orr. DEF 14A, filed 2026-03-27. Section “2025 Summary Compensation Table”. As printed: 5,604,601. View filing ↗
- Section 01, Jason Zampi. DEF 14A, filed 2026-03-27. Section “2025 Summary Compensation Table”. As printed: 4,865,704. View filing ↗
- Section 01, Anil Bhatt. DEF 14A, filed 2026-03-27. Section “2025 Summary Compensation Table”. As printed: 4,382,284. View filing ↗
- Section 03, Anil Bhatt RSU. DEF 14A, filed 2026-03-27. Section “Executive Compensation” · grants of plan-based awards table. View filing ↗
- Section 03, Mark George PSU. DEF 14A, filed 2026-03-27. Section “Executive Compensation” · grants of plan-based awards table. View filing ↗
- Section 03, Jason Zampi RSU. DEF 14A, filed 2026-03-27. Section “Executive Compensation” · grants of plan-based awards table. View filing ↗
- Section 03, John Orr RSU. DEF 14A, filed 2026-03-27. Section “Executive Compensation” · grants of plan-based awards table. View filing ↗
- Section 03, Anil Bhatt PSU. DEF 14A, filed 2026-03-27. Section “Executive Compensation” · grants of plan-based awards table. View filing ↗
- Section 03, Mark George RSU. DEF 14A, filed 2026-03-27. Section “Executive Compensation” · grants of plan-based awards table. View filing ↗
- Section 03, Claude Elkins RSU. DEF 14A, filed 2026-03-27. Section “Executive Compensation” · grants of plan-based awards table. View filing ↗
- Section 03, Claude Elkins PSU. DEF 14A, filed 2026-03-27. Section “Executive Compensation” · grants of plan-based awards table. View filing ↗
- Section 03, Jason Zampi PSU. DEF 14A, filed 2026-03-27. Section “Executive Compensation” · grants of plan-based awards table. View filing ↗
- Section 03, John Orr PSU. DEF 14A, filed 2026-03-27. Section “Executive Compensation” · grants of plan-based awards table. View filing ↗
- Section 03, Jason Zampi OPTION. DEF 14A, filed 2026-03-27. Section “Executive Compensation” · grants of plan-based awards table. View filing ↗
- Section 03, Claude Elkins OPTION. DEF 14A, filed 2026-03-27. Section “Executive Compensation” · grants of plan-based awards table. View filing ↗
- Section 03, John Orr OPTION. DEF 14A, filed 2026-03-27. Section “Executive Compensation” · grants of plan-based awards table. View filing ↗
- Section 03, Anil Bhatt OPTION. DEF 14A, filed 2026-03-27. Section “Executive Compensation” · grants of plan-based awards table. View filing ↗
- Section 03, Mark George OPTION. DEF 14A, filed 2026-03-27. Section “Executive Compensation” · grants of plan-based awards table. View filing ↗
- Section 07, pay ratio. DEF 14A, filed 2026-03-27. Section “CEO Pay Ratio”. As printed: 137 : 1. View filing ↗
- Section 08, Richard H. Anderson. DEF 14A, filed 2026-03-27. Section “Director Compensation”. As printed: 477,698. View filing ↗
- Section 08, John C. Huffard, Jr. DEF 14A, filed 2026-03-27. Section “Director Compensation”. As printed: 392,082. View filing ↗
- Section 08, Claude Mongeau. DEF 14A, filed 2026-03-27. Section “Director Compensation”. As printed: 390,156. View filing ↗
- Section 08, Francesca A. DeBiase. DEF 14A, filed 2026-03-27. Section “Director Compensation”. As printed: 380,082. View filing ↗
- Section 08, Philip S. Davidson. DEF 14A, filed 2026-03-27. Section “Director Compensation”. As printed: 365,082. View filing ↗
- Section 08, Marcela E. Donadio. DEF 14A, filed 2026-03-27. Section “Director Compensation”. As printed: 340,082. View filing ↗
- Section 08, William Clyburn, Jr. DEF 14A, filed 2026-03-27. Section “Director Compensation”. As printed: 340,082. View filing ↗
- Section 08, Gilbert H. Lamphere. DEF 14A, filed 2026-03-27. Section “Director Compensation”. As printed: 327,582. View filing ↗
- Section 08, Christopher T. Jones. DEF 14A, filed 2026-03-27. Section “Director Compensation”. As printed: 325,082. View filing ↗
- Section 08, Mary Kathryn Heidi Heitkamp. DEF 14A, filed 2026-03-27. Section “Director Compensation”. As printed: 325,082. View filing ↗
- Section 08, Sameh Fahmy. DEF 14A, filed 2026-03-27. Section “Director Compensation”. As printed: 300,082. View filing ↗
- Section 08, Thomas Colm Kelleher. DEF 14A, filed 2026-03-27. Section “Director Compensation”. As printed: 250,082. View filing ↗
- Section 08, Mark R. George. DEF 14A, filed 2026-03-27. Section “Director Compensation”. As printed: 0. View filing ↗
- Section 02, Richard H. Anderson 2026-03-31. Form 4, filed 2026-04-02. Insider equity transaction reported since the proxy statement. View filing ↗
- Section 02, John C. Huffard, Jr 2026-03-31. Form 4, filed 2026-04-02. Insider equity transaction reported since the proxy statement. View filing ↗
- Section 02, John Orr 2026-04-26. Form 4, filed 2026-04-28. Insider equity transaction reported since the proxy statement. View filing ↗
- Section 02, John Orr 2026-04-26. Form 4, filed 2026-04-28. Insider equity transaction reported since the proxy statement. View filing ↗
- Section 02, John Orr 2026-04-26. Form 4, filed 2026-04-28. Insider equity transaction reported since the proxy statement. View filing ↗
- Section 02, Francesca A. DeBiase 2026-05-20. Form 4, filed 2026-05-22. Insider equity transaction reported since the proxy statement. View filing ↗
- Section 02, Christopher T. Jones 2026-05-20. Form 4, filed 2026-05-22. Insider equity transaction reported since the proxy statement. View filing ↗
- Section 02, Lori Ryerkerk 2026-05-20. Form 4, filed 2026-05-22. Insider equity transaction reported since the proxy statement. View filing ↗
- Section 02, John C. Huffard, Jr 2026-05-20. Form 4, filed 2026-05-22. Insider equity transaction reported since the proxy statement. View filing ↗
- Section 02, Richard H. Anderson 2026-05-20. Form 4, filed 2026-05-22. Insider equity transaction reported since the proxy statement. View filing ↗
- Section 02, Richard H. Anderson 2026-05-20. Form 4, filed 2026-05-22. Insider equity transaction reported since the proxy statement. View filing ↗
- Section 02, Philip S. Davidson 2026-05-20. Form 4, filed 2026-05-22. Insider equity transaction reported since the proxy statement. View filing ↗
- Section 02, William Clyburn, Jr 2026-05-20. Form 4, filed 2026-05-22. Insider equity transaction reported since the proxy statement. View filing ↗
- Section 02, Marcela E. Donadio 2026-05-20. Form 4, filed 2026-05-22. Insider equity transaction reported since the proxy statement. View filing ↗
- Section 02, Sameh Fahmy 2026-05-20. Form 4, filed 2026-05-22. Insider equity transaction reported since the proxy statement. View filing ↗
- Section 02, Mary Kathryn Heidi Heitkamp 2026-05-20. Form 4, filed 2026-05-22. Insider equity transaction reported since the proxy statement. View filing ↗
- Section 02, Gilbert H. Lamphere 2026-05-20. Form 4, filed 2026-05-22. Insider equity transaction reported since the proxy statement. View filing ↗
- Section 02, John C. Huffard, Jr 2026-05-20. Form 4, filed 2026-05-22. Insider equity transaction reported since the proxy statement. View filing ↗
- Section 02, Richard H. Anderson 2026-06-30. Form 4, filed 2026-07-01. Insider equity transaction reported since the proxy statement. View filing ↗
- Section 02, John C. Huffard, Jr 2026-06-30. Form 4, filed 2026-07-01. Insider equity transaction reported since the proxy statement. View filing ↗
- Section 02, Brian Barr 2026-07-27. Form 4, filed 2026-07-29. Insider equity transaction reported since the proxy statement. View filing ↗
- Section 02, Philip S. Davidson 2026-08-20. Form 4, filed 2026-08-24. Insider equity transaction reported since the proxy statement. View filing ↗
- Section 02, Mary Kathryn Heidi Heitkamp 2026-08-20. Form 4, filed 2026-08-24. Insider equity transaction reported since the proxy statement. View filing ↗
- Section 02, Gilbert H. Lamphere 2026-08-20. Form 4, filed 2026-08-24. Insider equity transaction reported since the proxy statement. View filing ↗
- Section 02, Lori Ryerkerk 2026-08-20. Form 4, filed 2026-08-24. Insider equity transaction reported since the proxy statement. View filing ↗
- Section 02, John C. Huffard, Jr 2026-08-20. Form 4, filed 2026-08-24. Insider equity transaction reported since the proxy statement. View filing ↗
- Section 02, Richard H. Anderson 2026-08-20. Form 4, filed 2026-08-24. Insider equity transaction reported since the proxy statement. View filing ↗
- Section 02, Richard H. Anderson 2026-08-20. Form 4, filed 2026-08-24. Insider equity transaction reported since the proxy statement. View filing ↗
- Section 02, William Clyburn, Jr 2026-08-20. Form 4, filed 2026-08-24. Insider equity transaction reported since the proxy statement. View filing ↗
- Section 02, Francesca A. DeBiase 2026-08-20. Form 4, filed 2026-08-24. Insider equity transaction reported since the proxy statement. View filing ↗
- Section 02, Marcela E. Donadio 2026-08-20. Form 4, filed 2026-08-24. Insider equity transaction reported since the proxy statement. View filing ↗
- Section 02, Sameh Fahmy 2026-08-20. Form 4, filed 2026-08-24. Insider equity transaction reported since the proxy statement. View filing ↗
- Section 02, John C. Huffard, Jr 2026-08-20. Form 4, filed 2026-08-24. Insider equity transaction reported since the proxy statement. View filing ↗
- Section 02, Christopher T. Jones 2026-08-20. Form 4, filed 2026-08-24. Insider equity transaction reported since the proxy statement. View filing ↗
- Section 02, Mark R. George 2026-09-13. Form 4, filed 2026-09-15. Insider equity transaction reported since the proxy statement. View filing ↗
- Section 02, Mark R. George 2026-09-13. Form 4, filed 2026-09-15. Insider equity transaction reported since the proxy statement. View filing ↗
- Section 02, Mark R. George 2026-09-13. Form 4, filed 2026-09-15. Insider equity transaction reported since the proxy statement. View filing ↗
- Section 02, John C. Huffard, Jr 2026-09-30. Form 4, filed 2026-10-02. Insider equity transaction reported since the proxy statement. View filing ↗
- Section 02, Richard H. Anderson 2026-09-30. Form 4, filed 2026-10-02. Insider equity transaction reported since the proxy statement. View filing ↗
- Section 02, John C. Huffard, Jr 2026-10-08. Form 4, filed 2026-10-09. Insider equity transaction reported since the proxy statement. View filing ↗
- Section 02, Brian Barr 2026-10-24. Form 4, filed 2026-10-26. Insider equity transaction reported since the proxy statement. View filing ↗
- Section 02, Brian Barr 2026-10-24. Form 4, filed 2026-10-26. Insider equity transaction reported since the proxy statement. View filing ↗
- Section 02, Brian Barr 2026-10-24. Form 4, filed 2026-10-26. Insider equity transaction reported since the proxy statement. View filing ↗
- Section 02, Anil Bhatt 2026-10-24. Form 4, filed 2026-10-26. Insider equity transaction reported since the proxy statement. View filing ↗
- Section 02, Anil Bhatt 2026-10-24. Form 4, filed 2026-10-26. Insider equity transaction reported since the proxy statement. View filing ↗
- Section 02, Anil Bhatt 2026-10-24. Form 4, filed 2026-10-26. Insider equity transaction reported since the proxy statement. View filing ↗
- Section 06, 2026 vote. Form 8-K, filed 2026-05-08. Item 5.07 · say-on-pay result. As reported: 94.45% (votes for as printed: 145,144,991). View filing ↗
- Section 06, 2025 vote. Form 8-K, filed 2025-05-09. Item 5.07 · say-on-pay result. As reported: 95.27% (votes for as printed: 164,352,835). View filing ↗
- Section 06, 2024 vote. Form 8-K, filed 2024-05-15. Item 5.07 · say-on-pay result. As reported: 27.93% (votes for as printed: 47,617,715). View filing ↗
- Section 01 trend, Δ column (computed). Computed. Δ = current-FY total − prior-FY total per named officer.
- Section 03b vehicle mix (computed). Computed. RSU / PSU / Options grant-date fair values summed per officer from the grants table; % performance-vested = PSU ÷ (RSU+PSU+Options).
- Section 09b board cost (computed). Computed. Cash 1,754,000 + equity 2,316,674 + all other 142,500 = 4,213,174, summed across the director compensation table rows.
- Deere & Company, Section 10b CEO total. DEF 14A, filed 2026-01-14. CEO total compensation as printed in Deere & Company's own proxy. As printed: 27,925,424. View filing ↗
- FedEx Corporation, Section 10b CEO total. DEF 14A, filed 2026-08-17. CEO total compensation as printed in FedEx Corporation's own proxy. As printed: 27,554,018. View filing ↗
- Canadian Pacific Kansas City Limited, Section 10b CEO total. 10-K/A, filed 2026-04-23. CEO total compensation as printed in Canadian Pacific Kansas City Limited's own proxy. As printed: 25,655,819. View filing ↗
- United Parcel Service, Inc., Section 10b CEO total. DEF 14A, filed 2026-03-19. CEO total compensation as printed in United Parcel Service, Inc.'s own proxy. As printed: 22,878,788. View filing ↗
- Parker-Hannifin Corporation, Section 10b CEO total. DEF 14A, filed 2026-09-18. CEO total compensation as printed in Parker-Hannifin Corporation's own proxy. As printed: 22,761,169. View filing ↗
- Emerson Electric Co., Section 10b CEO total. DEF 14A, filed 2025-12-12. CEO total compensation as printed in Emerson Electric Co.'s own proxy. As printed: 21,240,262. View filing ↗
- Honeywell International Inc., Section 10b CEO total. DEF 14A, filed 2026-04-10. CEO total compensation as printed in Honeywell International Inc.'s own proxy. As printed: 20,381,435. View filing ↗
- Union Pacific Corporation, Section 10b CEO total. DEF 14A, filed 2026-03-25. CEO total compensation as printed in Union Pacific Corporation's own proxy. As printed: 20,296,362. View filing ↗
- Waste Management, Inc., Section 10b CEO total. DEF 14A, filed 2026-03-31. CEO total compensation as printed in Waste Management, Inc.'s own proxy. As printed: 19,048,786. View filing ↗
- Caterpillar Inc., Section 10b CEO total. DEF 14A, filed 2026-04-30. CEO total compensation as printed in Caterpillar Inc.'s own proxy. As printed: 17,008,077. View filing ↗
- Norfolk Southern Corp (subject), Section 10b CEO total. DEF 14A, filed 2026-03-27. CEO total compensation as printed in Norfolk Southern Corp's own proxy. As printed: 16,245,050. View filing ↗
- Illinois Tool Works Inc., Section 10b CEO total. DEF 14A, filed 2026-03-27. CEO total compensation as printed in Illinois Tool Works Inc.'s own proxy. As printed: 15,211,011. View filing ↗
- CSX Corporation, Section 10b CEO total. DEF 14A, filed 2026-03-30. CEO total compensation as printed in CSX Corporation's own proxy. As printed: 11,711,612. View filing ↗
- Eaton Corporation plc, Section 10b CEO total. DEF 14A, filed 2026-03-13. CEO total compensation as printed in Eaton Corporation plc's own proxy. As printed: 7,923,677. View filing ↗
- Section 10a, Union Pacific Corporation reciprocity. DEF 14A. Union Pacific Corporation's most recent proxy was read; its disclosed peer group does not include Norfolk Southern Corp. View filing ↗
- Section 10a, Canadian Pacific Kansas City Limited reciprocity. DEF 14A. Canadian Pacific Kansas City Limited's most recent proxy was read; its disclosed peer group does not include Norfolk Southern Corp. View filing ↗
- Section 10a, Illinois Tool Works Inc. reciprocity. DEF 14A. Illinois Tool Works Inc.'s most recent proxy was read; its disclosed peer group does not include Norfolk Southern Corp. View filing ↗
- Section 10a, Parker-Hannifin Corporation reciprocity. DEF 14A. Parker-Hannifin Corporation's most recent proxy was read; its disclosed peer group does not include Norfolk Southern Corp. View filing ↗
- Section 10a, Deere & Company reciprocity. DEF 14A. Deere & Company's most recent proxy was read; its disclosed peer group does not include Norfolk Southern Corp. View filing ↗
- Section 10a, CSX Corporation reciprocity. DEF 14A. CSX Corporation names Norfolk Southern Corp in its own disclosed peer group (read from its most recent proxy). View filing ↗
- Section 10a, Caterpillar Inc. reciprocity. DEF 14A. Caterpillar Inc.'s most recent proxy was read; its disclosed peer group does not include Norfolk Southern Corp. View filing ↗
- Section 10a, Emerson Electric Co. reciprocity. DEF 14A. Emerson Electric Co.'s most recent proxy was read; its disclosed peer group does not include Norfolk Southern Corp. View filing ↗
- Section 10a, Honeywell International Inc. reciprocity. DEF 14A. Honeywell International Inc.'s most recent proxy was read; its disclosed peer group does not include Norfolk Southern Corp. View filing ↗
- Section 10a, Eaton Corporation plc reciprocity. DEF 14A. Eaton Corporation plc's most recent proxy was read; its disclosed peer group does not include Norfolk Southern Corp. View filing ↗
- Section 10a, Waste Management, Inc. reciprocity. DEF 14A. Waste Management, Inc. names Norfolk Southern Corp in its own disclosed peer group (read from its most recent proxy). View filing ↗
- Section 10a, United Parcel Service, Inc. reciprocity. DEF 14A. United Parcel Service, Inc.'s most recent proxy was read; its disclosed peer group does not include Norfolk Southern Corp. View filing ↗