NORFOLK SOUTHERN CORP (NSC)
Sector: Industrials
2026 Annual Meeting Analysis
NORFOLK SOUTHERN CORP · Meeting: May 7, 2026
Directors FOR
12
Directors AGAINST
0
Say on Pay
FOR
Auditor
FOR
Director Elections
Election of 12 Directors for a One-Year Term
Joined in 2024 (within 24 months), so the TSR trigger does not apply; brings strong transportation industry CEO experience as former head of Delta Air Lines, Northwest Airlines, and Amtrak, and serves as independent Board Chair.
Joined in 2024 (within 24 months), so the TSR trigger does not apply; brings 30 years of legislative and regulatory railroad expertise including service as a U.S. Surface Transportation Board Commissioner.
Joined in 2023 (within 24 months of the 2026 meeting), so the TSR trigger does not apply; brings extensive operational and risk management experience as a retired four-star Admiral and former Commander of U.S. Indo-Pacific Command.
Joined in 2023 (within 24 months of the 2026 meeting), so the TSR trigger does not apply; brings deep supply chain, sustainability, and finance expertise from a senior executive career at McDonald's Corporation.
NSC's 3-year TSR of +48.7% is strong and positive, and NSC outperformed the disclosed compensation peer group median 3-year TSR of +45.5% by +3.2pp, well below the 65pp threshold required to trigger a No vote under the strong-positive TSR band; her financial expertise as a former Ernst & Young audit partner makes her an excellent fit as Audit Committee Chair.
Joined in 2024 (within 24 months), so the TSR trigger does not apply; brings over 30 years of Class I railroad operational experience including leading precision scheduled railroading implementation at Kansas City Southern.
Joined in 2024 (within 24 months), so the TSR trigger does not apply; as the sitting CEO and director, his financial management and operational leadership background is directly relevant, and the TSR exemption applies regardless of his executive role.
Joined in 2024 (within 24 months), so the TSR trigger does not apply; brings strong rail safety advocacy and governmental relations experience as a former U.S. Senator and North Dakota Attorney General.
NSC's 3-year TSR of +48.7% is strong positive and NSC outperformed the peer group median 3-year TSR of +45.5% by +3.2pp, well below the 65pp threshold; his cybersecurity and compensation oversight experience as co-founder of Tenable Holdings is directly relevant to his committee roles.
NSC's 3-year TSR of +48.7% is strong positive and NSC outperformed the peer group median 3-year TSR of +45.5% by +3.2pp, well below the 65pp threshold; his technology, safety, and operational oversight experience from Northrop Grumman is well-suited to his role as Safety Committee Chair.
Joined in 2024 (within 24 months), so the TSR trigger does not apply; brings nearly four decades of railroad industry investment, operational, and board experience including as former Chairman of Illinois Central Railroad.
Joined in 2025 (within 24 months), so the TSR trigger does not apply; brings strong CEO and operational leadership experience from Celanese Corp. and provides a railroad customer perspective that is valuable for service improvement oversight.
All 12 director nominees receive a FOR vote. NSC's 3-year TSR of +48.7% outperformed the disclosed compensation peer group median of +45.5% by +3.2pp, well short of the 65pp threshold required to trigger a No vote under the strong-positive TSR band for named-peer benchmarks. Nine of the twelve directors joined in 2024 or later and are exempt from the TSR trigger under the 24-month new-director rule. No overboarding, attendance, independence, or qualification concerns were identified for any nominee. The board discloses a skills matrix, has a majority of independent directors (11 of 12), and all committee members meet applicable independence standards.
Say on Pay
✓ FORCEO
Mark R. George
Total Comp
$16,245,050
Prior Support
95%%
NSC's executive compensation program passes the key policy screens: approximately 92% of CEO target pay is variable and performance-based, well above the 50-60% minimum threshold, with only 8% in fixed salary. The prior Say-on-Pay vote received 95% support in 2025, reflecting strong shareholder approval following meaningful program reforms made in response to a prior disappointing vote. The pay-for-performance alignment check is satisfied — NSC's 3-year TSR of +48.7% outperformed the peer group median of +45.5%, meaning above-benchmark incentive pay, if any, is justified by shareholder outcomes. The company maintains a robust clawback policy covering both financial restatements and broader detrimental conduct.
Auditor Ratification
✓ FORAuditor
KPMG LLP
Tenure
44 yrs
Audit Fees
$4,264,714
Non-Audit Fees
$396,000
KPMG has served as NSC's auditor since 1982 (approximately 44 years), which exceeds the 25-year tenure threshold that would normally trigger a No vote; however, the proxy provides a specific and substantive rationale for continued engagement — citing KPMG's high-quality performance, strong independence program, and regular lead audit partner rotation — which satisfies the exception under the policy. The non-audit fee ratio is approximately 9.3% of audit fees (well below the 50% threshold), no material restatements were identified, and KPMG is a Big 4 firm fully adequate for NSC's size and complexity.
Overall Assessment
The 2026 NSC annual meeting ballot contains three management proposals: election of 12 directors, ratification of KPMG as auditor, and an advisory Say-on-Pay vote. All three receive a FOR vote determination — the director slate is well-qualified with strong recent board refreshment, KPMG's long tenure is adequately justified by the audit committee's disclosed rationale and low non-audit fee ratio, and the executive compensation program reflects genuine pay-for-performance alignment supported by a 95% prior-year shareholder approval. No stockholder proposals were identified in the filing.
Compensation Peer Group
21 companies disclosed in 2026 proxy filing