Gilbert Lamphere
Director at NSC
Board
About Gilbert H. Lamphere
Independent director of Norfolk Southern Corporation since 2024; age 72. Currently serves on the Finance and Risk Management Committee and the Human Capital Management and Compensation Committee. Background includes founding and operating roles in U.S. railroads, private equity, and investment banking; Chairman of MidRail LLC and former board member of Canadian National Railway Company, Florida East Coast Industries, and CSX. Core credentials span finance, transportation logistics, operational oversight, and governance, including chairing the Finance Committee at Canadian National Railway Company.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Illinois Central Railroad | Chairman | 1990–1998 | Led operational change; rail operations experience |
| MidSouth Rail Corporation | Co-Founder | 1988–1998 | Built and managed regional railroad operations |
| Morgan Stanley | Vice President, Mergers & Acquisitions | 1976–1981 | Led M&A, principal investor/financier experience |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| MidRail LLC | Chairman | Since 2016 | Rail investment and operations oversight |
| Canadian National Railway Company | Director | 1998–2005 | Chair of Finance Committee; strategic, capital oversight |
| Florida East Coast Industries | Director | 2005–2007 | Board oversight in rail-adjacent infrastructure |
| CSX Corporation | Director | 2008–2015 | Board oversight in Class I rail |
| Harvard School of Business Administration | Overseer | Not disclosed | Governance/Board experience |
| New York City Parks Foundation | Trustee | Not disclosed | Governance/Board experience |
| Three educational institutions | Chairman | Not disclosed | Governance/Board experience |
Board Governance
- Independence: Board determined all nominees except the CEO are independent under NYSE standards; Lamphere qualifies as independent.
- Committee assignments: Member, Finance and Risk Management Committee (5 meetings in 2024; oversight of tax/treasury, capital structure, ERM, cybersecurity). Member, Human Capital Management and Compensation Committee (13 meetings in 2024; oversees executive pay, human capital, CD&A).
- Attendance: Board met 16 times in 2024; each then-current director attended at least 75% of aggregate Board and committee meetings; all directors standing for election in 2025 who were on the Board at the time attended the 2024 Annual Meeting.
- Governance updates: In March 2025 the Board recalibrated committee responsibilities, consolidating Audit and Finance & Risk Management into Audit and Finance, moving ERM and cybersecurity oversight to full Board, and creating Strategy and Planning committee effective at the 2025 Annual Meeting.
Fixed Compensation
| Item | Amount (USD) | Notes |
|---|---|---|
| Fees earned or paid in cash (2024) | $90,000 | Service began in May 2024; quarterly Board/committee fees are $30,000 per quarter; committee chairs +$5,000 per quarter; independent Chair +$25,000 per quarter; Special Litigation Committee monthly fees ($5,000 members/$6,000 chair) where applicable. |
| All other compensation (2024) | $12,500 | Company charitable matching contributions. |
Performance Compensation
| RSU Grant Date | Units | Grant-Date Fair Value (USD) | Vesting/Restriction | Settlement/Dividends |
|---|---|---|---|---|
| July 29, 2024 | 460 | $113,979 | RSUs vest upon grant; subject to a one-year restriction period; may also be subject to retention until termination of service depending on election. | |
| Terms | — | — | Under LTIP, new directors appointed after annual grant receive prorated awards; Lamphere’s award followed this protocol. | |
| Settlement options | — | — | Distribution one year after grant with cash dividend equivalents; or upon leaving the Board (lump sum or ten annual installments) with dividend equivalents credited into additional RSUs. |
No performance metrics (TSR, EBITDA, etc.) are tied to non-employee director RSUs; awards are time-based with restricted periods.
Other Directorships & Interlocks
| Company | Role | Tenure | Industry Link |
|---|---|---|---|
| Canadian National Railway Company | Director | 1998–2005 | Rail industry; Finance Committee Chair |
| Florida East Coast Industries | Director | 2005–2007 | Rail-adjacent infrastructure |
| CSX Corporation | Director | 2008–2015 | Rail industry |
| MidRail LLC | Chairman | Since 2016 | Rail investment entity |
Proxy states no related persons transactions in 2024 and confirms nominees were not participants in related party transactions requiring disclosure.
Expertise & Qualifications
- Finance and Accounting: ~40 years as principal investor/financier in rail/private equity; CN Finance Committee Chair; Morgan Stanley M&A VP.
- Transportation & Logistics; Operational Oversight: Led teams and boards at Illinois Central, MidSouth, CN, Florida East Coast, Southern Pacific; supported precision scheduled railroading adoption.
- Governance/Board: Extensive public/private board service; Overseer at Harvard; Trustee NYC Parks; Chairman of educational institutions.
- Human Resources & Compensation; Risk Management; Strategic Planning: Demonstrated across operating and board roles in rail and investments.
Equity Ownership
| Category | Amount | Notes |
|---|---|---|
| Beneficial ownership (common shares) | 2,487 | As of March 3, 2025. |
| RSUs not distributable within 60 days | 460 | July 29, 2024 RSUs not counted as beneficial ownership. |
| Pledges/Hedging | None | Company policies prohibit hedging; director pledging is not prohibited but none of our directors currently have pledges. |
| Director ownership guidelines | $600,000 | Directors must own at least $600,000 of NS stock; retain all net shares until guideline met; all directors meet or are expected to meet within five years. |
Governance Assessment
- Strengths: Independent status; deep rail operations and finance expertise; active service on Finance & Risk Management and Compensation committees; robust committee cadence (5 FRM; 13 HCM&C in 2024); strong anti-hedging/anti-pledging policies and director stock ownership/retention requirements.
- Engagement/Responsiveness: Board conducted significant shareholder outreach following a disappointing 2024 Say-on-Pay result; revised compensation methodologies to include East Palestine incident impacts and streamlined 2025 equity metrics/weightings.
- Attendance: Board met 16 times in 2024; each director met minimum 75% attendance; directors attended the 2024 Annual Meeting.
- Conflicts/Related-Party Exposure: No related persons transactions in 2024; independence standards reaffirmed for nominees; none currently pledging company stock.
RED FLAGS: None disclosed specific to Lamphere (no related-party transactions; no pledging or hedging). Broader governance signal was a disappointing 2024 Say-on-Pay vote, which the Board addressed via program design changes.
Appendix: Committee Assignments Summary
| Committee | Role | 2024 Meetings | Scope |
|---|---|---|---|
| Finance & Risk Management | Member | 5 | Capital structure, dividends/buybacks, ERM, cybersecurity oversight (to be consolidated into Audit & Finance post-2025 Annual Meeting) |
| Human Capital Mgmt & Compensation | Member | 13 | Executive pay oversight, CD&A, human capital programs (expanded in 2025 to include talent development, succession, workplace environment and culture) |
Director Compensation Program (Policy Elements)
- Quarterly Board/committee fee: $30,000; committee chair add’l $5,000 quarterly; independent Chair add’l $25,000 quarterly; Special Litigation Committee monthly fees.
- Director RSUs: Vested upon grant; one-year restriction; prorated awards for mid-year appointments; settlement options with dividend equivalents.
- Deferred Fee Plan: Directors may defer fees; credited to hypothetical investment options (including NS stock units) and paid in lump sum or over 5/10/15 years.