Anil Bhatt
Executive Vice President & Chief Information & Digital Officer at NSC
Executive
About Anil Bhatt
Executive Vice President & Chief Information and Digital Officer at Norfolk Southern, appointed in August 2024 following a tenure as Global CIO at Elevance Health; prior experience includes senior technology roles at IAC Inc. and Procter & Gamble . He holds a degree in Computer Science & Engineering from BSF Institute of Technology & Science and has been recognized as a 2022 Forbes Top 100 CIO and 2023 Super Global ORBIE awardee . For 2024, NSC’s annual incentive plan paid at 92.5% of target, driven by strong operating ratio and service metrics, while the 2022–2024 PSU cycle paid out at 37.5% of opportunity with reductions tied to TSR and the East Palestine impact .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Elevance Health (Anthem) | Global Chief Information Officer | Through 2024 | Led cloud migration and AI platform integration to drive growth and efficiency . |
| IAC Inc. | Senior Technology Leadership | Not disclosed | Technology innovation and transformation across enterprises . |
| Procter & Gamble | Senior Technology Leadership | Not disclosed | Customer experience elevation and operations optimization via tech initiatives . |
External Roles
| Organization/Affiliation | Role/Recognition | Year(s) | Notes |
|---|---|---|---|
| Forbes | Top 100 CIO | 2022 | Industry recognition . |
| ORBIE Awards | Super Global ORBIE Winner | 2023 | National CIO award . |
| Women in Technology / Kids who Code | Sponsor | Ongoing | Advocacy for tech talent pipeline . |
Fixed Compensation
| Component | 2024 Amount ($) | Notes |
|---|---|---|
| Salary | 241,288 | Hired August 2024; partial-year salary. |
| Hiring Bonus | 950,000 | Clawback if voluntary departure or termination for reasons within his control: $950k within 12 months; $200k months 13–24; $100k months 25–30 . |
| Stock Awards (RSUs/PSUs fair value) | 3,174,150 | Includes RSUs and PSUs granted in 2024. |
| Option Awards (fair value) | 225,008 | Non-qualified stock options granted 10/24/2024. |
| Non-Equity Incentive (Annual Bonus Paid) | 334,787 | Based on 92.5% corporate factor applied to his opportunity. |
| All Other Compensation | 45,819 | Includes perquisites detailed below. |
| Total | 4,986,100 | Sum of components per SCT. |
Perquisites and other compensation details (2024):
- 401(k) match: $8,445; relocation allowances: $8,147; relocation tax gross-ups: $10,276; personal use of corporate aircraft: $27,098 .
Performance Compensation
Annual Incentive Framework (2024)
| Metric | Weight | Achievement (% of Target) | Notes |
|---|---|---|---|
| Operating Ratio | 30% | 150.0% | Reintroduced to emphasize margins vs Class I peers . |
| Operating Income | 25% | 74.4% | Productivity component. |
| Annual Revenue | 15% | 0.0% | Growth component. |
| Merchandise On-Time Delivery | 10% | 64.1% | Customer service metric. |
| Intermodal Composite | 10% | 150.0% | Customer service metric. |
| FRA Injury Rate | 5% | 0.0% | Safety metric. |
| FRA Train Accident Rate | 5% | 149.0% | Safety metric. |
| Corporate Performance Factor | — | 92.5% | Committee included East Palestine impact, lowering payouts ~17% vs excluding impact . |
Annual incentive opportunity and payout (Bhatt, 2024):
| Item | Value |
|---|---|
| Annual Incentive Opportunity (% of Salary) | 150% |
| Annual Incentive at Target (% of Salary) | 101% |
| Annual Incentive at Target ($) | 242,494 |
| Corporate Performance Factor | 92.5% |
| Payout Earned ($) | 334,787 |
2024 Equity Grants (Bhatt)
| Grant Type | Grant Date | Shares/Units | Terms | Grant-Date Fair Value ($) |
|---|---|---|---|---|
| PSUs | 10/24/2024 | Threshold 387; Target 1,720; Max 4,300 | Three-year performance period; settled in shares upon certification . | 450,520 |
| RSUs | 10/24/2024 | 10,660 | RSUs vest ratably; new-hire RSU grant of $2.5M vests ratably over three years . | 2,723,630 |
| Stock Options | 10/24/2024 | 2,850 | Exercise price $255.50; exp. 10/23/2034 . | 225,008 |
PSU program outcomes (context):
- 2022–2024 PSUs paid at 37.5% of opportunity, reflecting below-target ROAIC in two years and a 25% reduction for relative TSR vs S&P 500 Industrials; East Palestine impact further reduced awards by 16% .
Vesting schedule specifics:
- New-hire RSUs: vest ratably over three years from 10/24/2024, i.e., expected installments around 10/24/2025, 10/24/2026, 10/24/2027 .
- PSUs: three-year cycles; settlement after Committee certification .
- Options: 10-year term expiring 10/23/2034; general policy vests in four annual installments for 1/30/2024 grants; new-hire option vesting schedule not separately specified in proxy .
Equity Ownership & Alignment
| Category | Quantity/Value | Notes |
|---|---|---|
| Common Shares Beneficially Owned | 0 | As of March 3, 2025. |
| Unvested RSUs | 10,660 units; $2,501,902 market value | Market value at 12/31/2024 close of $234.70 . |
| Unearned PSUs | 3,440 units; $807,368 market/payout value | Per outstanding awards table. |
| Unexercised Options (Unexercisable) | 2,850 @ $255.50; exp. 10/23/2034 | Out-of-the-money at $234.70 close on 12/31/2024 . |
| Ownership Guidelines | EVP: 3x annual salary; hold all net shares until met | Officers must meet within five years; all officers meet or are expected to meet . |
| Anti-Pledging/Hedging | Prohibited; all executives in compliance | Applies to officers and directors. |
Employment Terms
| Item | Term |
|---|---|
| Employment Start | Announced 8/6/2024; effective 8/19/2024 . |
| Offer Letter Severance | Offer letter does not include severance obligations . |
| Executive Severance Plan (Involuntary Separation) | Lump sum equal to 2x salary; prorated annual incentive if not retirement eligible . |
| Potential Payments (as of 12/31/2024) | Involuntary Separation: $4,307,647; Change in Control: $1,446,509; Death/Disability: $2,991,369 (RSUs + PSUs) . |
| Change-in-Control Structure | Double trigger; benefits only if termination within 2 years after change-in-control . |
| CIC Multiple | 2.99x base salary + target annual incentive . |
| RSUs Acceleration on CIC | No automatic acceleration; unvested RSUs forfeited upon termination other than retirement, disability, death; Committee may waive restrictions . |
| Non-Compete (Post-CIC Benefits) | One-year restriction from specified competing employment upon accepting benefits . |
| Clawbacks | Mandatory (financial restatement) and supplemental (detrimental conduct) policies adopted in 2023/2024 . |
| Deferred Compensation | No EDCP deferrals or balances reported for 2024 . |
Investment Implications
- Alignment and retention: New-hire RSU grant ($2.5M within a $2.725M RSU package) vests over three years, anchoring medium-term retention; hiring bonus carries a clawback decreasing over 30 months, discouraging early departure .
- Selling pressure risk: As of year-end 2024, options are out-of-the-money (exercise $255.50 vs $234.70), reducing near-term monetization incentives; unvested RSUs/PSUs represent meaningful future vesting over 2025–2027 .
- Pay-for-performance linkage: Annual incentive metrics balanced across margins, service, and safety; 2024 payout at 92.5% reflects operational improvements, while PSU program shows discipline with 37.5% payout due to ROAIC/TSR modifiers and East Palestine adjustments .
- Governance safeguards: Strict anti-hedging/pledging, stock ownership requirements (EVP 3x salary), double-trigger CIC with 2.99x multiple, and broad clawback provisions mitigate misalignment and reputational risk .
Net takeaway: Bhatt’s package emphasizes equity-driven retention with clawbacks and strong governance guardrails. Limited current share ownership and out-of-the-money options reduce short-term selling pressure; performance incentives are tied to margin, service, and safety outcomes, aligning his technology execution mandate with shareholder value drivers .