NORFOLK SOUTHERN CORP
For the period ended May 7, 2026. Filed Mar 27, 2026.
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What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.
May 7, 2026 · Filed Mar 27, 2026
Contents
2025 Compensation Program
COMPENSATION PROGRAM OVERVIEW
We believe that the compensation opportunities of our Executive Officers should be predominantly at-risk, tied to the Company’s long-term performance and shareholder value creation. As set forth below, in 2025, approximately 92% and 84% of target compensation for our CEO and other NEOs, respectively, was variable and provided in the form of cash incentives and equity-based compensation that deliver rewards based on the achievement of preset, 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.
(1)
The target total compensation mix percentages set forth above for individual components may not sum to 100% due to rounding.
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 | 2026 Proxy Statement 49 |
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The objectives of each 2025 compensation element are as follows:
| COMPENSATIONELEMENT | PURPOSE | CEO WEIGHTING(1) | AVERAGE NEO WEIGHTING(1) | KEY FEATURES |
|---|---|---|---|---|
| Base Salary | Attract and retain executive talent through a fixed level of competitive base pay | ■ Generally set to approximate the median of the peer group, but may be adjusted based on an executive’s performance, expertise, tenure, and scope of responsibilities relative to market benchmarks | ||
| Annual Incentive(see the section beginning on page 58 for moreinformation) | Incentivize and reward annual performance on key financial, service, and safety metrics of company success | ■ Payouts between 0–150% of incentive opportunity based on performance against seven key measures of financial, customer, and safety performance | ||
| Long-TermIncentives (see the section beginning on page 61 for more information) | Reward long-term performance, align incentives with shareholder value, and retain key executives | ■ Awards composed of three vehicles – PSUs, RSUs, and stock options – to provide exposure to different aspects of shareholder value creation■ PSUs pay out between 0–250% of target based on performance on long-term return on capital and relative total shareholder returns■ PSUs vest after a three-year period if performance is achieved■ RSUs vest ratably over three years■ Stock options vest on the third anniversary of the grant date | ||
(1)
The target total compensation mix percentages set forth above for individual components may not sum to 100% due to rounding.
OUR SHORT- AND LONG-TERM INCENTIVE PROGRAMS SUPPORT OUR STRATEGY, TARGETING PRODUCTIVITY, SMART AND SUSTAINABLE GROWTH, AND SAFE, RELIABLE, AND RESILIENT SERVICE
Our short- and long-term incentive programs are tied to our balanced shareholder value creation strategy. Aside from two targeted updates, we re-approved our prior-year annual incentive metrics and weightings in early 2025 to continue focusing on key drivers of safe, smart, and sustainable growth through the combination of operating ratio, operating income, and annual revenue financial goals, as well as two measures of reliable customer service that we use internally to measure performance, and two separate safety metrics that we publicly report to our regulators and are used across the industry to measure safety performance. The two updates included increasing the weighting of the operating ratio metric to 35% (from 30%) and using merchandise plan compliance (rather than on-time delivery) for one of the two service metrics, which is a more widely-used metric in the industry, and then increased the targeted performance required under such metric. Our long-term incentives, including PSUs, stock options, and RSUs, are tied to our common stock value, incentivizing our executives to successfully execute this strategy.
| 50 2026 Proxy Statement | Norfolk Southern Corporation |
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| Annual Incentives | Long-term Incentives |
|---|---|
| PRODUCTIVITYIncluding operating ratio (35%) and operating income (25%) as our highest-weighted metrics, representing our continued focus on accretive margins and continuous productivity improvements. SMART AND SUSTAINABLE GROWTHOur relentless focus on smart and sustainable growth is supported by the inclusion of top-line annual revenue (10%) as our third financial metric, in addition to operating income. SAFE, RELIABLE, AND RESILIENT SERVICEOur merchandise plan compliance (10%) and intermodal composite (10%) goals incentivize customer-centric service, and represent two primary metrics we use internally to measure our performance. Two safety metrics FRA injury rate (5%) and FRA reportable train accident rate (5%) support our focus on providing safe and reliable service and serve as publicly reported industry-wide standards to measure safety performance. | PRODUCTIVITYUtilizing ROAIC (60%) as our highest-weighted long-term incentive metric incentivizes long-term productivity and promotes efficient long-term capital utilization. SMART AND SUSTAINABLE GROWTHUsing Relative TSR (40%) as a significant long-term incentive metric ensures that our pay outcomes are tied to competitive shareholder return relative to our industry peers. ROAIC further emphasizes profitable growth. SAFE, RELIABLE, AND RESILIENT SERVICEBoth long-term performance measures incentivize safe, reliable, and resilient service as reflected in our financial and relative TSR performance measures. |
| Norfolk Southern Corporation | 2026 Proxy Statement 51 |
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| 2025 EXECUTIVECOMPENSATIONAT A GLANCE | 2025 COMPENSATIONPROGRAM | COMPENSATIONGOVERNANCE | 2025 COMPENSATIONDECISIONS AND OUTCOMES | OTHER COMPENSATIONELEMENTS |
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