Jason Zampi
Executive Vice President & Chief Financial Officer at NSC
Executive
About Jason Zampi
Executive Vice President, Chief Financial Officer & Treasurer of Norfolk Southern (appointed September 24, 2024). Previously Acting CFO (from September 11, 2024), SVP Finance & Treasurer (from August 20, 2024), and leader of FP&A, Controller and Corporate Accounting since joining NS in 2011; earlier Senior Manager at KPMG. Age 49 at appointment; B.S. in Accounting (Penn State); Certified Public Accountant . In 2024, NS delivered $292M in annual cost savings, +10% network velocity, and a 160 bps improvement in adjusted operating ratio, while volumes grew ~5%; from 12/31/2019–12/31/2024, NSC TSR value moved to $134 vs peer group $142, framing performance context during his ascent to CFO .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Norfolk Southern | EVP, Chief Financial Officer & Treasurer | Sep 2024–present | Leads Finance (treasury, strategic planning), drove pay program alignment and investor engagement following 2024 leadership transition . |
| Norfolk Southern | Acting CFO | Sep 11–24, 2024 | Maintained continuity through CEO transition; no compensation changes during acting period . |
| Norfolk Southern | SVP, Finance & Treasurer | Aug 2024–Sep 2024 | Assumed treasury and IR; positioned for deeper investor dialogue and productivity focus . |
| Norfolk Southern | VP, Financial Planning & Analysis | 2020–2024 | Built FP&A function; supported productivity initiatives and balanced growth strategy . |
| Norfolk Southern | VP & Controller | 2018–2020 | Oversight of corporate accounting and reporting . |
| Norfolk Southern | AVP, Corporate Accounting; other finance roles | 2011–2018 | Progressive finance leadership; forecasting, budgeting, accounting . |
| KPMG LLP | Senior Manager | Pre‑2011 | External audit/accounting leadership; CPA foundation . |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| KPMG LLP | Senior Manager | Pre‑2011 | Prior employer before NSC; no public company board roles disclosed in NS filings . |
Fixed Compensation
Position and compensation structure (as established at CFO appointment)
| Item | Value |
|---|---|
| Base Salary (CFO) | $600,000 per year |
| Target Annual Incentive (CFO) | 150% of base salary |
2024 cash outcomes (blended across roles held in 2024)
| Item | 2024 Amount |
|---|---|
| Salary Paid (2024) | $417,447 |
| Non‑Equity Incentive Paid (2024) | $518,201 |
| Corporate AIP Payout Factor | 92.5% of target (applied company‑wide) |
2024 annual incentive opportunity calibration (blended for role changes)
| Item | 2024 Value |
|---|---|
| Jason A. Zampi Annual Incentive Opportunity (% of Salary) | 122% (blended) |
| AIP Target Performance Level (company set) | 67% of opportunity |
| AIP $ at Target Performance (blended) | $341,465 |
| Range of Potential AIP Payouts | $0–$764,475 |
Notes: For 2024, NS included the East Palestine incident in calculating AIP outcomes, reducing payouts by 17% vs prior methodology .
Performance Compensation
2024 annual incentive design and outcomes
| Metric | Weight | Achievement/Payout |
|---|---|---|
| Operating Ratio | 30% | 150.0% of target |
| Operating Income | 25% | 74.4% of target |
| Annual Revenue | 15% | 0.0% of target |
| Merchandise On‑Time Delivery | 10% | 64.1% of target |
| Intermodal Composite | 10% | 150.0% of target |
| FRA Reportable Injury Rate | 5% | 0.0% of target |
| FRA Reportable Train Accident Rate | 5% | 149.0% of target |
| Corporate AIP Payout | — | 92.5% of target |
Long‑term incentives (LTI) – 2024 grant values (target)
| Vehicle | 2024 Target Value |
|---|---|
| PSUs | $409,100 (includes promotional PSUs) |
| RSUs | $391,550 (includes promotional RSUs) |
| Stock Options | $153,550 (includes promotional options) |
| Total 2024 Target LTI | $954,200 |
Performance Share Units – realized outcomes (prior cycle)
| Cycle | Payout Mechanics | Final Outcome |
|---|---|---|
| 2022–2024 PSUs | ROAIC primary; revenue growth and TSR modifiers; included East Palestine impact for 2024 | 37.5% of target (ROAIC 50.0% × TSR 0.75x) |
Jason A. Zampi 2022–2024 PSUs (distributed in early 2025)
| PSU Granted (#) | PSU Earned (#) |
|---|---|
| 370 | 139 |
Equity Ownership & Alignment
Outstanding equity and vesting (as of 12/31/2024)
| Instrument | Amount | Vesting Schedule/Notes |
|---|---|---|
| Unvested RSUs | 249 units vest 1/28/2025; 440 units vest 1/27/2025 & 1/27/2026; 743 units vest 1/26/2025–1/26/2027; 1,010 units vest 1/30/2025–1/30/2028; 600 units vest 10/24/2025–1/30/2028 | Visible vesting “clusters” in Jan and Oct may create periodic liquidity windows . |
| Unearned PSUs Outstanding | 97 units (2023–2025, vest 12/31/2025); 3,120 units (2024–2026, vest 12/31/2026) | Subject to three‑year performance and committee certification . |
| Unexercisable Options | 1,940 options @ $255.50 strike | Vest ratably over four years beginning 10/24/2025; 10‑year term . |
Ownership guidelines, policies, and compliance
- Stock ownership guidelines: Executive Vice Presidents must hold shares equal to 3x salary; 100% of net shares from awards must be held until guideline met; officers “currently meet or are expected to meet within five years” .
- Anti‑hedging/anti‑pledging: Officers are prohibited from hedging and from pledging NS securities; all executives in compliance .
- Clawbacks: Mandatory (NYSE) restatement clawback and supplemental clawback for detrimental conduct covering time‑ and performance‑based awards (three‑year lookback) .
- Deferred compensation: No 2024 deferrals; aggregate year‑end balance $0 .
- Pension/SERP (12/31/2024 present values): Retirement Plan $398,472; SERP $351,264 .
Insider selling pressure view: The RSU vesting cadence (concentrated on late‑January and October tranches) and option vesting starting 10/24/2025 may create predictable windows for potential sales once retention/holding requirements are satisfied; policies (holding, anti‑hedge/pledge) mitigate misalignment risk .
Employment Terms
Role, employment status, and severance/cic protections
| Term | Details |
|---|---|
| Appointment | CFO & Treasurer effective September 24, 2024; Acting CFO from September 11, 2024 . |
| Employment | At‑will; retention agreements and severance plans govern specific payouts . |
| Executive Severance Plan (Involuntary Separation) | Two times salary (lump sum), pro‑rated annual incentive, and equity treatment (cash for unvested RSUs/options and pro‑rated PSUs for non‑retirement eligible) plus outplacement and health‑care allowances; non‑disparagement, non‑compete, confidentiality required . |
| Change‑in‑Control (CIC) Agreements | Double‑trigger; 2.99x (base salary + annual incentive); includes “good reason” protections and 1‑year non‑compete post‑CIC termination; no tax gross‑ups . |
Post‑employment benefits (hypothetical as of 12/31/2024)
| Scenario | Total Estimated Benefits |
|---|---|
| Involuntary Separation | $2,593,352 |
| Death | $1,188,168 |
| Disability | $1,188,168 |
| Change in Control (double‑trigger) | $2,502,575 |
2025 Transaction‑Related Retention Award (one‑time, cash)
| Feature | Terms |
|---|---|
| Award | $2,250,000 (CFO Zampi) |
| Vesting | 25% on April 28, 2026; 25% on January 28, 2027; 50% upon close of Union Pacific merger |
| Acceleration | Next tranche vests on termination without “cause” pre‑close; or on a Qualifying Termination (as defined in CIC agreement) post‑close |
| Employment Status | Agreement confirms at‑will status; award not counted toward retirement or other benefit plans |
Note on CIC context: NS and Union Pacific announced a stock‑and‑cash merger on July 29, 2025; joint proxy effective September 30, 2025; shareholder votes scheduled November 14, 2025—making CIC protections and retention awards highly salient .
Compensation Structure Analysis
- Clear shift to formulaic, at‑risk pay with transparent targets and a greater emphasis on operating efficiency and safety. 2024 AIP used seven metrics with OR (30%) and Operating Income (25%) as largest weights; OR achieved maximum payout (150%), while safety had mixed results (injury below threshold; accident rate near maximum). The committee included East Palestine impacts in 2024 calculations, reducing payouts 17% vs prior approach .
- Long‑term program: mix of PSUs/RSUs/options; 2022–2024 PSUs paid 37.5% of target due to lower ROAIC and below‑peer TSR; 2025 design increases PSU weighting to 60% and elevates OR and ROAIC/relative TSR emphasis, reflecting investor feedback and pay‑for‑performance alignment .
- Governance best practices: no single‑trigger CIC, no option repricing/cash buyouts without shareholder approval, robust clawbacks, anti‑hedging/pledging, 3x salary ownership guideline for EVPs with net‑share holding requirement .
Compensation Peer Group and Say‑on‑Pay Feedback
- Peer groups: primary Class I Railroads peer set (CN, CPKC, BNSF, UP, CSX) and a 20‑company Industrials peer group for broader benchmarking; total direct compensation targeted near the 50th percentile, with Committee judgment applied .
- 2024 Say‑on‑Pay response: Following a disappointing vote, the Committee refreshed membership, hired FW Cook, added OR back to AIP, included East Palestine impacts in 2024 outcomes (−17% AIP; −16% PSU), simplified 2025 LTI (PSU 60%; standalone relative TSR), and strengthened ownership/holding requirements .
Performance & Track Record
- CFO commentary emphasizes disciplined productivity and cost takeout ($150M+ 2025 goal), sequential OR improvement (Q1 2025 OR 67.9% with path to ~64% in Q2 via seasonality, weather and incentive normalization), and volume‑led revenue growth (~3% target with yield mix considerations); highlighted labor productivity leadership (volumes up with headcount down) without service degradation .
Equity Ownership & Alignment (Policies)
- Anti‑hedging/pledging and robust clawbacks materially reduce misalignment and governance risk; executives pre‑clear trades with the Corporate Secretary; officers must retain net shares until ownership guidelines are met .
Investment Implications
- Alignment: Strong pay‑for‑performance tilt (higher PSU weighting, OR/ROAIC/TSR emphasis) and strict governance (clawbacks, anti‑hedge/pledge, ownership/holding) support long‑term alignment and reduce risk of misincentives .
- Retention and overhang: The 2025 one‑time $2.25M cash retention award for Zampi vests 50% at merger close (with limited acceleration protections), mitigating near‑term retention risk through the Union Pacific transaction; predictable RSU vesting clusters (late‑January and October) and options vesting from 10/24/2025 could create episodic selling pressure once ownership thresholds are satisfied .
- CIC economics: Double‑trigger CIC (2.99x base+bonus) without equity acceleration for RSUs under plan terms focuses on continuity and value realization post‑transaction; as of 12/31/2024, Zampi’s modeled CIC payout was ~$2.5M, suggesting manageable severance exposure vs enterprise value .
- Execution risk: Management’s 2025 commentary points to continued OR improvement and productivity gains without service slippage—key for value creation; macro/volume and regulatory (merger approval) remain exogenous variables .