Francesca DeBiase
Director at NSC
Board
About Francesca A. DeBiase
Independent director of Norfolk Southern since 2023; age 59. Former Executive Vice President and Global Chief Supply Chain Officer at McDonald’s, with earlier roles integrating sustainability and finance; currently chairs NSC’s Governance & Nominating Committee and serves on the Audit and Executive Committees, bringing deep supply chain, sustainability, and finance expertise to the board .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| McDonald’s Corporation | Executive Vice President & Global Chief Supply Chain Officer | 2020–2022 | Led global supply chain; customer experience and operational growth focus |
| McDonald’s Corporation | EVP & Chief Supply Chain and Sustainability Officer | 2018–2020 | Integrated sustainable sourcing with operations and strategy |
| McDonald’s Corporation | Chief Supply Chain and Sustainability Officer | 2015–2018 | Pioneered integration of sustainability into global supply chain |
| McDonald’s Corporation | SVP, Worldwide Sourcing & Sustainability | 2015 | Oversight of sourcing and sustainability programs |
| McDonald’s Corporation | VP, Worldwide Supply Chain & Sustainability | 2007–2015 | Managed global supply chain and sustainability |
| McDonald’s Corporation | Chief Supply Chain Officer, Europe | 2006–2007 | European supply chain leadership |
| McDonald’s Corporation | Senior Director of European Finance | 2002–2005 | Finance leadership for Europe |
| Ernst & Young LLP | Auditor (Retail & Consumer Products) | 1988–1991 | Early finance/accounting foundation |
External Roles
| Company | Role | Tenure | Committees |
|---|---|---|---|
| Sysco Corporation | Director | Since 2023 | Not disclosed in NSC proxy |
Board Governance
| Committee | Role | 2024 Meetings |
|---|---|---|
| Governance & Nominating | Chair | 10 |
| Audit | Member | 8 |
| Executive | Member | 2 |
- Independence: Board determined all director nominees other than the CEO are independent under NYSE standards and NSC’s categorical independence standards; DeBiase is independent .
- Attendance: The Board met 16 times in 2024; each then-current director attended ≥75% of the aggregate Board and committee meetings on which they served; directors standing for election attended the 2024 Annual Meeting .
- Engagement: GNC oversees shareholder engagement and governance trends, including stewardship-focused outreach; responsibilities enhanced effective 2025 .
Fixed Compensation
| Component | Amount (USD) | Notes |
|---|---|---|
| Fees Earned or Paid in Cash | 180,000 | 2024 non-employee director compensation |
| Stock Awards (RSUs grant-date fair value) | 179,725 | RSUs under LTIP; vested upon grant with one-year restriction period |
| All Other Compensation | — | No “All Other Compensation” disclosed for DeBiase in 2024 table |
| Total | 359,725 | Sum of disclosed components |
- Fee structure: Quarterly Board fee $30,000; committee chairpersons receive additional $5,000 per quarter; independent Board Chair receives additional $25,000 per quarter; certain special committees (e.g., Special Litigation Committee) carry additional monthly fees (not applicable as disclosed for DeBiase) .
- RSU mechanics: RSUs are vested upon grant and subject to a one-year restriction; settlement in shares either one year post-grant (with dividend equivalents) or upon leaving the Board per director election .
Performance Compensation
| Performance Metric | Applies to Director Pay? | Detail |
|---|---|---|
| Financial/operational targets (e.g., TSR, OR) | No | Non-employee director equity grants are time-based RSUs; no performance metrics disclosed for director compensation |
| Discretionary bonuses | No | Not disclosed for directors; compensation comprised of fees and RSUs |
Other Directorships & Interlocks
| Entity | Relationship | Potential Interlock/Conflict |
|---|---|---|
| Sysco Corporation | DeBiase is a director | No related-party transactions involving director nominees disclosed by NSC; none in 2024 |
Expertise & Qualifications
- Operational oversight; customer experience leadership from McDonald’s turnaround work .
- Transportation/logistics; global supply chain management experience .
- Environmental & sustainability strategy; sustainable sourcing and resilience initiatives .
- Finance/accounting; EY audit background and McDonald’s European finance leadership .
- Governance/board; public-company board service .
Equity Ownership
| Metric | Amount | Notes |
|---|---|---|
| Shares of NSC common stock (beneficial) | 1,131 | Includes RSUs vested and distributable within 60 days of leaving the Board; settled in stock |
| RSUs not counted as beneficial ownership | 700 | RSUs granted Jan 30, 2025 to directors then serving; not distributable within 60 days; excluded from SEC beneficial ownership |
| Hedging policy | Prohibited | Directors/officers barred from hedging NSC securities |
| Pledging status | None | NSC states no directors currently have pledges of Company securities |
| Stock ownership guideline | $600,000 | 5× annual quarterly fees; 5-year compliance window; all directors meet or are expected to meet |
| Holding requirement | Retain all net shares until guideline met | Under Corporate Governance Guidelines |
Governance Assessment
- Strengths: Independent director; GNC Chair with explicit oversight of board effectiveness, succession planning, shareholder engagement and sustainability; member of Audit and Executive Committees; Board-wide attendance ≥75% and enhanced committee cadence bolster oversight .
- Alignment: Balanced cash/equity pay; robust director ownership guidelines and holding requirements; anti-hedging/anti-pledging policies; beneficial ownership and RSUs disclosed; no related-party transactions in 2024; director nominees not involved in related-party transactions requiring disclosure .
- Red flags: None disclosed specific to DeBiase—no pledging, no related-party transactions, no attendance shortfall identified; independence affirmed .