Heidi Heitkamp
Director at NSC
Board
About Heidi Heitkamp
Heidi Heitkamp (age 69) is an independent director of Norfolk Southern since 2024, with a distinguished public-service background as a U.S. Senator (2013–2019), North Dakota Attorney General, and Tax Commissioner, and rail-safety advocacy credentials including sponsoring the RESPONSE Act . She serves on the Governance and Nominating and Safety Committees; her nomination rationale emphasizes regulatory, safety, government, and stakeholder-relations expertise critical to NSC’s post–East Palestine safety strategy . Education: BA, University of North Dakota; JD, Lewis & Clark College .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| United States Senate | Senator (ND) | 2013–2019 | Committees: Agriculture; Banking, Housing & Urban Affairs; Homeland Security & Governmental Affairs; Indian Affairs; Small Business; led RESPONSE Act on derailment preparedness |
| North Dakota State Government | Attorney General | 1992–2000 | Legal leadership; regulatory and enforcement experience |
| North Dakota State Government | Tax Commissioner | 1986–1992 | Finance/accounting and tax-policy leadership |
| U.S. Environmental Protection Agency | Attorney | 1980–1981 | Environmental and sustainability grounding |
| University of Chicago Institute of Politics | Director | Since 2023 | Executive/CEO-equivalent leadership; civic engagement |
| Advocacy for Rail Safety | Rail-safety advocate | Since 2013 Casselton derailment | Bipartisan advocacy; updated crude oil train standards; track inspection; RESPONSE Act enactment |
External Roles
| Organization | Role | Tenure | Notes / Potential Interlocks |
|---|---|---|---|
| Advisory Board, Export-Import Bank of the U.S. | Chair | Since 2022 | Finance/trade oversight; no disclosed NSC transactions |
| Committee for a Responsible Federal Budget | Director | Since 2023 | Fiscal governance; independence |
| Wilson Center Task Force on Net Zero Infrastructure (US/Canada) | Member | Since 2019 | Energy transition; infrastructure policy |
| American Edge | Board member | Not disclosed | Tech-industry policy advocacy |
| EFI Foundation | Global Advisory Committee Member | Not disclosed | Energy policy advisory |
| Bipartisan Policy Center | Co-Chair roles | Not disclosed | Policy working groups; non-profit |
Board Governance
- Committees: Governance & Nominating (member) and Safety (member) . Safety Committee met 6 times in 2024; all members independent .
- Independence: Independent director since 2024 .
- Attendance: Board met 16 times in 2024; each then-current director attended ≥75% of board and committee meetings; directors standing for election attended the 2024 annual meeting .
- Board processes: Robust self-evaluations and executive sessions led by independent Board Chair; ongoing refreshment and succession planning policy .
- Related-party transactions: None in 2024; policy requires Audit Committee review >$120,000; anti-hedging applies to directors; no current director pledges .
Fixed Compensation
| Component | 2024 Amount ($) | Notes |
|---|---|---|
| Cash fees | 90,000 | Fees represent service beginning May 2024 for newly elected directors |
| Quarterly director fee | 30,000 per quarter | Standard cash retainer; additional chair fees apply (not applicable to Heitkamp) |
| Committee chair fee | 5,000 per quarter | Not applicable (Heitkamp not a chair) |
| Special Litigation Committee fee | $5,000/month members; $6,000/month chair | Not indicated for Heitkamp |
Performance Compensation
| RSU Grant | Grant Date | Units | Grant-Date Fair Value ($) | Vesting/Restriction | Settlement Options |
|---|---|---|---|---|---|
| Director RSU award (pro-rated for appointment) | Jul 29, 2024 | 460 | 113,979 (aggregate stock awards value in 2024) | Vested upon grant; subject to one-year restriction; optional retention until board departure | |
| Annual director RSU award | Jan 30, 2025 | 700 | Not disclosed | Not distributable within 60 days of Mar 3, 2025; credited with dividend equivalents | |
| Dividend-equivalent RSU credits | 2025 (various) | Small incremental RSUs | $0 (credits) | Ongoing dividend-equivalent accrual converts to additional RSUs |
- Performance metrics for director pay: None disclosed; director equity is time-based RSUs without TSR/financial metrics .
Other Directorships & Interlocks
| Company/Organization | Type | Role | Potential NSC Interlock |
|---|---|---|---|
| None disclosed (public companies) beyond NSC | — | — | No public-company interlocks disclosed in proxy |
| American Edge; CRFB; Ex-Im Advisory; Wilson Center Task Force; BPC; EFI Foundation | Non-profit/advocacy | Member/Director/Chair | Policy/civic roles; no NSC related-party transactions in 2024 |
Expertise & Qualifications
- Safety: Leadership on rail-safety improvements; RESPONSE Act; standards updates .
- Government & Stakeholder Relations: U.S. Senate committees; state executive roles .
- Finance & Accounting: ND Tax Commissioner; Senate Banking; Ex-Im advisory board chair .
- Environmental & Sustainability: EPA attorney; Wilson Center net-zero task force .
- Executive leadership, governance/board, risk management, strategic planning .
Equity Ownership
| Category | Amount | As of | Notes |
|---|---|---|---|
| Common shares owned | 0 | Mar 3, 2025 | None held directly or indirectly |
| RSUs (pro-rated appointment award) | 460 | Jul 29, 2024 | Not distributable within 60 days of Mar 3, 2025 |
| RSUs (annual 2025 director award) | 700 | Jan 30, 2025 | Not distributable within 60 days; dividend equivalents accrue |
| Ownership guidelines | $600,000 minimum (5x annual board fee) | Current policy | All directors meet or are expected to meet within 5 years; must retain net shares until compliance |
| Hedging/pledging | Hedging prohibited; no director pledges | Current | Directors in compliance |
| Insider Form 4 RSU credits | +6.4822 RSUs (May 20, 2025); +5.5427 RSUs (Aug 20, 2025) | Post-transaction holdings: 1,177.7999; 1,183.3426 RSUs | Dividend-equivalent awards credited; Form 4 links: |
Governance Assessment
- Board effectiveness: Heitkamp strengthens oversight in regulatory and safety domains; active member of Safety Committee (6 meetings in 2024) amid heightened safety expectations post–East Palestine .
- Independence and engagement: Independent since 2024; met attendance expectations; governance processes include executive sessions and annual evaluations led by independent Chair .
- Alignment and incentives: 2024 pay mix for Heitkamp was cash $90,000 and stock awards $113,979 (time-based RSUs with one-year restriction), indicating modest equity tilt and long-term alignment; shares owned were 0 as of Mar 3, 2025, but RSUs outstanding and five-year ownership compliance window mitigate near-term alignment concerns .
- Conflicts and red flags: No NSC related-party transactions in 2024; anti-hedging policy and absence of director pledges reduce risk . External policy and advocacy board roles (e.g., American Edge, Ex-Im advisory) do not show direct NSC transactional conflicts; monitor for any policy overlap affecting rail regulation, but none disclosed .
- Shareholder feedback context: Board intensified engagement after a disappointing 2024 Say-on-Pay vote; compensation program simplified and ownership policies strengthened—positive governance signals for oversight environment in which Heitkamp participates (though not on HCMC) .
Overall, Heitkamp’s regulatory, safety, and government-relations expertise is accretive to board oversight during a period of safety-critical scrutiny; compensation and ownership policies provide alignment mechanisms, with no disclosed conflicts or attendance issues.