John Huffard Jr.

About John C. Huffard, Jr.

Independent director since 2020; age 57. Co-founder and former President/COO of Tenable (cybersecurity), with current board service at Tenable Holdings and membership in the National Security Telecommunications Advisory Committee (NSTAC). Committee assignments: Finance & Risk Management and Human Capital Management & Compensation; the Board has determined he is independent under NYSE and Norfolk Southern standards .

Past Roles

Organization	Role	Tenure	Committees/Impact
Tenable Network Security, Inc.	President and Chief Operating Officer	2002–2018	Led global corporate strategy, operations, risk oversight; created Cyber Exposure market category
Tenable Holdings, Inc.	Chief Operating Officer	2018–2019	Oversaw compensation strategy; scaled operations post-IPO
Tenable Holdings, Inc.	Co-Founder	Since 2002	Secured $300M growth capital; guided IPO as operator and director

External Roles

Organization	Role	Tenure	Committees/Impact
Tenable Holdings, Inc.	Director	Since 2018	Cybersecurity governance expertise
NSTAC (U.S. Government advisory)	Member	Current	National security telecoms/cyber resilience advice

Board Governance

Committee assignments and meeting cadence:
- Finance & Risk Management Committee: Member; 5 meetings in 2024 .
- Human Capital Management & Compensation Committee: Member; 13 meetings in 2024 .
Election and investor support: 2025 AGM votes for Huffard 168,248,578; withhold 5,014,469; broker non-votes 27,436,370 .
Independence and attendance:
- Board determined all nominees other than the CEO are independent; Huffard is independent .
- Board met 16 times in 2024; each director attended ≥75% of Board and committee meetings; all directors standing for election in 2025 attended the 2024 AGM .
2025 governance update (effective at 2025 AGM): ERM and cybersecurity oversight moved to full Board; Audit and Finance & Risk Management combined; Compensation committee broadened (talent, succession); a new Strategy & Planning committee created—enhancing oversight focus areas .

Fixed Compensation

Component	2024 Value	Notes
Fees Earned (cash)	$192,000	Quarterly Board fee $30,000; chair premium $5,000/quarter (if applicable); independent Chair receives $25,000/quarter (not applicable to Huffard)
Stock Awards (RSUs) – grant date fair value	$179,725	Director RSUs granted Jan 30, 2024; vested upon grant, subject to 1-year restriction; settlement choices (one year or upon departure) with dividend equivalents
All Other Compensation	$0	Matching gifts apply to some directors; none disclosed for Huffard in 2024
Total	$371,725	Sum of fees and RSUs

Program structure:

Director Deferred Fee Plan: optional deferrals into stock units or fund indices; settled in cash; five directors deferred compensation in 2024 (names not disclosed) .
RSU settlement options and proration for mid-year appointees; dividend equivalents convert into additional RSUs if elect deferred settlement .

Performance Compensation

Performance-Based Elements for Directors	Status	Source
PSUs/Options tied to director performance metrics	Not applicable; non-employee director equity is time-based RSUs, vested on grant with a one-year restriction—no performance metrics used

Other Directorships & Interlocks

No related-person transactions involving directors in 2024; Audit Committee policy prohibits unless in the Company’s best interest .
Compensation Committee interlocks: Huffard and all 2024 members had no relationships requiring Item 404 disclosure; none employed by NSC .

Expertise & Qualifications

Information Technology and Risk Management: decades building a market-leading cybersecurity software company; NSTAC membership .
Finance/Accounting: experience securing $300M growth capital; IPO process participation .
Human Resources & Compensation: oversaw talent and compensation strategy at Tenable .
Strategic Planning/Operational Oversight: scaled Tenable from startup through IPO; global operations leadership .
Governmental & Stakeholder Relations: formed Government Relations function; NSTAC engagement .

Equity Ownership

Item	Detail
Beneficial ownership (common shares)	7,301 shares; includes 3,466 shares held in four trusts for which Huffard disclaims beneficial ownership
Ownership vs. outstanding shares	Each director/officer beneficially owns <1% of common shares
RSUs held (director program)	Vested RSUs credited to certain directors are distributable upon leaving the Board; RSU quantities for Huffard that are distributable within 60 days of leaving Board are included in footnote counts (3,835)
Pledging/Hedging	Hedging prohibited for all officers/directors; executive pledging prohibited; Board notes no director pledges currently; all in compliance
Director ownership guideline	$600,000 minimum (≈5× annual Board/committee fees); must retain 100% of net shares until guideline met; all directors meet or are expected to within 5 years

Governance Assessment

Board effectiveness and engagement: Huffard’s cybersecurity and risk credentials align with NSC’s expanded enterprise risk and cybersecurity oversight, which shifted to the full Board effective 2025—enhancing Board focus on technology risk resilience .
Independence and attendance: Independent status affirmed; attendance thresholds met—supports governance quality and reliability of oversight .
Investor confidence signals: Solid 2025 election support (168.25M for; 5.01M withhold); Say-on-Pay passed in 2025 following extensive outreach and program changes by the Compensation Committee on which Huffard serves .
Compensation alignment: Director pay is balanced cash + time-based equity; anti-hedging, ownership guidelines, and retention requirements reinforce alignment; no related-party transactions or committee interlocks concerns disclosed—low conflict profile .
Noted change: Independent Chair Claude Mongeau resigned for personal reasons (June 2025); Board to elect successor—transitional governance event to monitor for continuity, not a disclosed red flag .