NORFOLK SOUTHERN CORP
For the period ended May 8, 2025. Filed Mar 28, 2025.
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May 8, 2025 · Filed Mar 28, 2025
Contents
2024 Compensation Program
COMPENSATION PROGRAM OVERVIEW
We believe that the compensation opportunities of our Executive Officers should be predominantlyat-risk, tied to the Company’s long-term performance and shareholder value creation. Approximately 92% and 82% of target compensation for our current CEO and other current NEOs, respectively, is variable and provided in the form of cash incentives and equity-based compensation that deliver rewards based on the achievement of rigorous performance targets or our stock price performance. Because the CEO’s job carries the highest level of responsibility and has the greatest ability to drive shareholder value, his total compensation has historically contained a higher performance-based component than that of the other NEOs.
Our executive compensation program is designed to attract, retain, and motivate talent that has the leadership abilities and experience necessary to achieve the Company’s short-term and long-term business strategies, create profitable growth, and drive sustainable, long-term shareholder value. Our program is primarily designed to:
| Align executive compensation with overall business strategy | Provide incentives to drive shareholder value | Attract and retain highly qualified executives |
| Norfolk Southern Corporation | 2025 Proxy Statement 61 |
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The objectives of each 2024 compensation element are as follows:
| COMPENSATION ELEMENT | PURPOSE | CEO WEIGHTING | AVERAGE NEO WEIGHTING | KEY FEATURES |
|---|---|---|---|---|
| Base Salary | Attract andretainexecutivetalentthrough afixed level ofcompetitivebase pay | ∎ Generally set to approximate the median of the peer group, but may be adjusted based on an executive’s performance, expertise, tenure, and scope of responsibilities relative to market benchmarks | ||
| Annual Incentive (see pages 68 – 71 for more information) | Incentivizeand rewardannualperformanceon keyfinancial,service, andsafetymetrics ofcompanysuccess | ∎ Payouts between 0–150% of incentive opportunity based on performance against seven key measures of financial, customer, and safety performance | ||
| Long-Term Incentives (see pages 71 – 77 for more information) | Reward long-termperformance,alignincentiveswithshareholdervalue, andretain keyexecutives | ∎ Awards composed of three vehicles – PSUs, RSUs, and stock options – to provide exposure to different aspects of shareholder value creation ∎ PSUs pay out between 0–250% of target based on performance on long-term return on capital, relative revenue growth, and relative shareholder returns ∎ PSUs vest after a three-year performance period ∎ RSUs and stock options vest ratably over four years |
| 62 2025 Proxy Statement | Norfolk Southern Corporation |
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