Christopher Jones
Director at NSC
Board
About Christopher T. Jones
Christopher T. Jones, age 60, has served as an independent director of Norfolk Southern since 2020. He chairs the Safety Committee and also serves on the Audit and Executive Committees. Jones is the former Corporate Vice President and President of the Technology Services sector at Northrop Grumman, with prior leadership roles focused on logistics and modernization, and earlier service as Chief of Maintenance in the Connecticut Air National Guard, giving him deep safety and technology credentials relevant to NSC’s network operations and risk oversight .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Northrop Grumman Corporation | Corporate VP and President, Technology Services sector | 2013–2019 | Oversaw multi-billion contract portfolio across 50 states and 22 countries; responsible for safety of ~15,000 employees; met/exceeded annual safety metrics |
| Northrop Grumman Corporation | VP & GM, Integrated Logistics & Modernization division | 2010–2012 | Supported DoD, DHS, NASA, USPS; led design, development, production and safety of E-2 Hawkeye program |
| U.S. Air Force (CT Air National Guard) | Chief of Maintenance | 1997–2012 | Oversight of computer, radar, communications, cybersecurity & IT equipment; engineering and systems roles over a 26-year USAF career |
External Roles
No other public company board directorships are disclosed for Jones in NSC’s 2025 proxy .
Board Governance
- Committee assignments: Safety Committee Chair; member of Audit and Executive Committees. Committee meeting cadence in 2024: Audit (8), Safety (6), Executive (2) .
- Independence: The Board determined all nominees other than the CEO are independent; Jones qualifies as an independent director under NYSE and NSC categorical standards .
- Attendance: The Board met 16 times in 2024; each director attended at least 75% of aggregate Board and committee meetings, and all directors standing for election attended the 2024 Annual Meeting .
- Safety Committee leadership: Under Jones, the Safety Committee increased meeting cadence, expanded field employee engagement, and recalibrated information/data around NSC’s safety risk profile to enhance outcomes and drive management accountability .
- 2025 governance update: Effective as of the 2025 Annual Meeting, ERM and cybersecurity oversight move to the full Board; Audit and Finance & Risk committees are combined; the Safety Committee gains responsibility to assess safety-related operational and technological advancements; a new Strategy & Planning committee is created; Compensation is refocused as Compensation & Talent Management .
Fixed Compensation
2024 director compensation for Christopher T. Jones:
| Component | 2024 Amount |
|---|---|
| Fees Earned or Paid in Cash ($) | $140,000 |
| Stock Awards ($) | $179,725 (RSUs; grant-date fair value per ASC 718) |
| All Other Compensation ($) | $5,000 (charitable match) |
| Total ($) | $324,725 |
Additional program details:
- Standard quarterly Board/standing committee fee: $30,000; Committee Chairs receive an additional $5,000 per quarter; independent Board Chair receives an additional $25,000 per quarter .
- Directors’ Deferred Fee Plan available; five directors deferred 2024 fees; settlement in lump sum or annually over 5/10/15 years with earnings based on indices including NS stock units (cash settled) .
- RSU grants to non-employee directors are vested upon grant, subject to a one-year restriction period and settlement election (one year after grant or upon leaving the Board, in lump sum or ten annual installments); dividend equivalents credited during restriction/retention periods .
- Director stock ownership guideline: $600,000 (5x annual cash fees), with a holding requirement to retain all net shares until guideline is met; all directors meet or are expected to meet within five years .
Performance Compensation
| Performance Metric Element | Disclosure |
|---|---|
| Performance metrics tied to director compensation | None; director equity grants are time-based RSUs vested upon grant with dividend equivalents and one-year restriction period |
| Clawback policies | NSC maintains NYSE-compliant clawback for restatements and a supplemental clawback covering detrimental conduct/reputational harm for incentive compensation |
Other Directorships & Interlocks
| Company | Role | Interlock/Conflict Note |
|---|---|---|
| — | — | No other public company directorships disclosed; no related party transactions for directors in 2024 . |
Expertise & Qualifications
- Safety and operational oversight from leading Northrop Grumman’s Technology Services and ILM division, meeting/exceeding safety metrics and managing global operations .
- Information technology and cybersecurity oversight from technology executive roles and USAF maintenance leadership over cybersecurity and IT infrastructure .
- Strategic planning, risk management, and governmental relations via Northrop sector presidency and regular interaction with domestic/international officials .
- Environmental/sustainability program leadership at Northrop’s Technology Services sector; additional experience in CEO/executive leadership, finance/accounting, and governance .
Equity Ownership
| Ownership Element | Amount/Status |
|---|---|
| Common stock beneficially owned (#) | 3,044 (includes vested RSUs distributable within 60 days of leaving the Board) |
| RSUs credited (non-distributable within 60 days) | 1,485 RSUs; to be settled in shares in ten annual installments after ceasing to be a director (plus dividend equivalents as RSUs) |
| Ownership as % of shares outstanding | <1% (each director individually) |
Policies and alignment:
- Anti-hedging policy prohibits directors from hedging NSC securities; pledging is not prohibited for directors, but none currently have pledges; all directors comply .
- Director stock ownership guideline and holding requirement as noted above, supporting alignment with shareholders .
Governance Assessment
- Strengths: Independent director; Safety Committee Chair with demonstrable enhancements to oversight and field engagement; serves on Audit and Executive Committees, supporting financial controls and Board authority; strong Board-wide attendance; robust anti-hedging and ownership policies; no related-party transactions in 2024 .
- Alignment: Mix of cash retainer and equity (RSUs with dividend equivalents) enhances alignment; RSUs are subject to restriction and often deferred until departure, reinforcing long-term perspective .
- Independence and conflicts: Board determined Jones is independent; no related-party transactions; no pledging; Section 16 compliance broadly sound (minor late filings unrelated to Jones disclosed) .
- Board effectiveness signals: 2025 governance restructuring elevates ERM and cybersecurity to the full Board and adds Safety tech assessment remit; ongoing shareholder engagement post Say-on-Pay result demonstrates responsiveness and accountability culture .
RED FLAGS: None disclosed for Jones (no related-party transactions, no pledging, independence affirmed, attendance thresholds met at Board level) .