Norfolk Southern management check
NSC · Industrials · Rail Transportation · CEO Mark R. George
Filings as of
5 good · 1 to watch · 1 flagged, across the seven questions below.
- Good
Have owners done well?
Beat its chosen peers$100 invested at the start of fiscal 2021 grew to $135, against $129 for the peer group the company picked itself.
- Good
Does pay follow performance?
Pay rose and fell with returnsOver 5 years, the CEO's pay actually paid (equity valued at the share price) had a correlation of 0.67 with shareholder return. 1 means pay moved in step; below 0, the opposite way.
- Good
What does the CEO cost owners?
0.6% of net income$16.2m of reported pay in fiscal 2025, against $2.9bn of net income.
- Watch
Do they own the stock?
CEO stake ≈ 0.5 years of payThe CEO holds 23,818 shares, directly or through trusts (unvested awards not counted): about 0.5 years of pay. No open-market insider buying or selling in the last six months.
- Good
Are owners being diluted?
Share count shrinkingDiluted shares changed -0.5% a year over the last three fiscal years. Stock-based pay was 0.5% of revenue in the latest year.
- Flag
Is leadership stable?
3 CEOs in the pay tableCEOs in the pay table: James Squires, Alan H. Shaw, Mark R. George. 9 filings under 8-K item 5.02 (officers or directors leaving or joining, or new pay arrangements) in the last 3 years.
- Good
Are the books clean?
No red flags on fileNo restatements, auditor changes or late filings since 2021.
Against the S&P 500
Each check's score (0–100) and how it compares: the share of ranked S&P 500 companies it matches or beats, and the median in Industrials.
| Check | Score | At or above | Sector median |
|---|---|---|---|
| Owner returns | 56 | 55 | |
| Pay for performance | 84 | 86 | |
| CEO cost | 71 | 48 | |
| Skin in the game | 19 | 55 | |
| Dilution | 56 | 62 | |
| Stable leadership | 0 | 75 | |
| Clean books | 100 | 100 |
Closest peers
Others in Rail Transportation, by management score. Norfolk Southern is 70th of 81 in its sector.
Pay versus performance
From the proxy statement filed March 27, 2026. "Actually paid" values stock awards at the share price, so it rises and falls with the stock.
| Fiscal year | CEO | CEO pay | Actually paid | Other executives (avg) | $100 became | Peers | Net income |
|---|---|---|---|---|---|---|---|
| 2025 | Mark R. George | $16.2m | $13.4m | $5.4m | $135 | $129 | $2.9bn |
| 2024 | Mark R. George, Alan H. Shaw | $11.9m | $9.1m | $5.3m | $107 | $116 | $2.6bn |
| 2023 | Alan H. Shaw | $13.4m | $4.1m | $3.5m | $106 | $121 | $1.8bn |
| 2022 | Alan H. Shaw, James Squires | $9.8m | $10.4m | $4.2m | $107 | $106 | $3.3bn |
| 2021 | James Squires | $14.0m | $25.1m | $4.1m | $127 | $126 | $3.0bn |
The board says pay is tied most to After-tax ROAIC. Its other key measures: Operating Ratio, Operating income, Annual revenue, Total shareholder return.
Insiders and the CEO's stake
Mark R George (President & CEO) held 23,818 shares directly after their latest Form 4 on Sep 13, 2026, roughly $7.7m at that filing's price.
No open-market insider buying or selling in the last six months.
Leadership and governance on file
- Jun 1, 2026Leadership change8-K 5.02
- Sep 29, 2025Leadership change8-K 5.02
- Jun 3, 2025Leadership change8-K 5.02
- Jan 27, 2025Leadership change8-K 5.02
- Sep 30, 2024Leadership change8-K 5.02
- Sep 24, 2024Leadership change8-K 5.02
- Sep 12, 2024Leadership change8-K 5.02
- Mar 20, 2024Leadership change8-K 5.02
- Feb 1, 2024Leadership change8-K 5.02
- Jul 20, 2023Leadership change8-K 5.02
- Jan 25, 2023Leadership change8-K 5.02
- Nov 21, 2022Leadership change8-K 5.02
Latest shareholder vote results: May 8, 2026, including the say-on-pay vote.
Where the money went
Over 2021–2025: $13.5bn returned to owners in buybacks and dividends, 99% of net income, and $250.0m of pay in stock.
| Fiscal year | 2021 | 2022 | 2023 | 2024 | 2025 |
|---|---|---|---|---|---|
| Revenue | $11.1bn | $12.7bn | $12.2bn | $12.1bn | $12.2bn |
| Net income | $3.0bn | $3.3bn | $1.8bn | $2.6bn | $2.9bn |
| Stock-based pay | $54.0m | $53.0m | $40.0m | $40.0m | $63.0m |
| Buybacks | $3.4bn | $3.1bn | $622.0m | $0 | $534.0m |
| Dividends | $1.0bn | $1.2bn | $1.2bn | $1.2bn | $1.2bn |
| Diluted shares | 248m | 236m | 227m | 226m | 225m |
Educational only, not investment advice. Figures are as filed with the SEC: pay from the proxy's pay-versus-performance table, capital allocation from 10-K XBRL data, insider trades from Form 4s over the last six months, events from the last 5 years of filings. The peer group is the one the company chose. See the method.