Lori Ryerkerk
Director at NSC
Board
About Lori J. Ryerkerk
Independent director at Norfolk Southern since 2025; age 62. Former Chairman, CEO and President of Celanese Corp. with 30+ years of energy and global manufacturing leadership, including senior roles at Shell, Hess, and ExxonMobil. Current NSC committee assignments: Human Capital Management & Compensation and Governance & Nominating; Board has determined she is independent. The Board specifically assessed NSC’s ordinary-course commercial relationship with Celanese and concluded it was immaterial and did not impair her independence.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Celanese Corp. | President & CEO | 2019–2024 | Led Fortune 500 specialty materials company; customer perspective relevant to rail logistics and service |
| Shell Corp. | EVP, Global Manufacturing; Regional VP Manufacturing (Europe & Africa) | 2010–2018 | Operational excellence across complex, global manufacturing networks |
| Hess Corp. | SVP, Refining, Supply & Terminals | 2008–2010 | Supply chain and terminal operations leadership |
| ExxonMobil | Manager, Government Relations & PA Business Support; Refinery Manager (Beaumont); Chairman/MD, ExxonMobil Energy Ltd.; various | 1984–2008 | Published first EHS report; helped develop GHG calculation guidelines (API) |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Eaton Corp. | Director; Chair, Compensation & Organization Committee | Since 2020 | Human capital and pay governance oversight |
| Celanese Corp. | Director; Chair | 2019–2024; Chair 2020–2024 | Board leadership; industry/customer insights |
Board Governance
- Committee assignments: Human Capital Management & Compensation; Governance & Nominating (independent member) .
- Independence: Board determined all nominees other than the CEO are independent; specifically evaluated Celanese-related transactions (ordinary-course, immaterial) and concluded Ms. Ryerkerk’s independence is not impaired .
- Attendance/engagement standards: Board met 16 times in 2024; policy expects directors to attend all Board and committee meetings and the Annual Meeting; all then-current directors met the 75% threshold; executive sessions with independent directors were used during shareholder engagement to discuss compensation concerns in detail .
- Committee activity intensity and remit (context for director workload): Governance & Nominating met 10 times in 2024; Compensation met 13 times in 2024. From the 2025 Annual Meeting, Compensation oversight expands to executive talent, leadership development, evaluations/succession, and workplace culture; G&N oversight expands to Board/Committee Chair succession planning, Board-management communications, shareholder engagement sentiment, and director education .
Fixed Compensation
| Component | Amount/Structure | Notes |
|---|---|---|
| Annual cash retainer | $120,000 (paid $30,000 quarterly) | For Board and standing committee service |
| Committee chair fees | $20,000 annually (paid $5,000 quarterly) | Additional fee for chairing a committee |
| Independent Chair fee | $100,000 annually (paid $25,000 quarterly) | Additional fee for Board Chair |
| Special Litigation Committee fees | $5,000/month member; $6,000/month chair | Temporary committee tied to East Palestine litigation |
| Equity (RSUs) | Annual RSUs under LTIP; directors serving Jan 30, 2025 received 700 RSUs (beneficial ownership excludes RSUs not distributable within 60 days) | RSUs vest on grant; 1-year restriction; settlement either one year post-grant with dividend equivalents or upon leaving Board (lump sum or 10 annual installments) |
| Deferred compensation | Directors’ Deferred Fee Plan | Deferrals credited to investment indices incl. NS stock units (cash-settled); distributions in lump sum or 5/10/15 annual payments |
| Charitable award program | Up to $500,000 posthumous donations | Up to $100,000 per year of service; funded partly via corporate-owned life insurance; no direct financial benefit to directors |
| Ownership guideline | $600,000 in NSC stock (5× annual fees) within 5 years; must retain 100% of net shares until met | Alignment policy for directors |
Performance Compensation
NSC does not use performance-based equity for non-employee directors; however, as a member of the Compensation Committee, Ms. Ryerkerk oversees executive incentive metrics and outcomes.
| Item | 2022–2024 PSU Cycle | 2024 Annual Incentive (AIP) | 2025 Program Updates |
|---|---|---|---|
| Payout/Weights | 37.5% of opportunity; −25% reduction due to TSR vs S&P 500 Industrials; −16% additional reduction from including East Palestine financial impact | Base payout 92.5% of opportunity for eligible NEOs; subsequently reduced 17% by including East Palestine financial impact; drivers included Operating Ratio, Operating Income, intermodal service, and industry-leading mainline accident rate | AIP increases Operating Ratio weight to 35%; PSUs based 60% on ROAIC goals and 40% on relative TSR (target requires >50th percentile); PSU modifiers discontinued |
| Citations |
Additional governance guardrails around incentives:
- Clawbacks: NYSE-compliant mandatory recoupment for restatements; supplemental clawback for detrimental conduct (fraud, gross negligence, policy violations causing material safety/reputational failure) covering both time- and performance-based awards .
- Hedging/pledging: Hedging prohibited for all officers/directors; pledging prohibited for executive officers; all directors/officers in compliance .
Other Directorships & Interlocks
- Current public boards: Eaton Corp. (Compensation Committee Chair) .
- Prior public boards: Celanese Corp. (Director; Chair) .
- Potential interlock/conflict: NSC provides transportation services and receives rental payments from Celanese; transactions were ordinary course, immaterial, and did not trigger related party disclosure; the Board determined Ms. Ryerkerk remains independent .
Expertise & Qualifications
- CEO/executive leadership across large global firms; recognized by Fortune as one of America’s Most Powerful Women in Business .
- Operational oversight of complex manufacturing and supply chains; multi-billion budgets; leadership of thousands of employees .
- Environmental/sustainability leadership (EHS reporting; API GHG guidelines; Celanese sustainability targets) .
- Government/stakeholder relations (trade associations and government committees; head of government relations/public affairs at ExxonMobil) .
- Human capital/compensation oversight (Eaton Compensation Committee Chair) .
- Customer perspective: prior large rail customer experience at Celanese, bringing insights on service and growth .
Equity Ownership
| Holder | Shares Beneficially Owned (as of Mar 3, 2025) | Notes |
|---|---|---|
| Lori J. Ryerkerk | 0 | Beneficial ownership excludes RSUs not distributable within 60 days; directors serving Jan 30, 2025 received 700 RSUs under LTIP (excluded from the table) |
| Anti-hedging/pledging status | Compliant | Hedging prohibited for all officers/directors; pledging prohibited for executive officers; directors have no pledges outstanding |
| Ownership guideline status | Must reach $600,000 over 5 years; retain 100% of net shares until met | Director guideline and retention policy |
| Shares outstanding (context) | 246,558,070 (record date) | Voting shares outstanding as of Mar 3, 2025 |
Governance Assessment
- Strengths: Independent status affirmed despite Celanese commercial ties; dual committee roles position her at the center of pay governance and board effectiveness enhancements; robust anti-hedging/clawback frameworks; post-2024 Say‑on‑Pay reforms improved alignment (East Palestine impact included in pay outcomes; simplified PSU metrics/weights) .
- Engagement signals: Board and committee chairs conducted extensive shareholder outreach (72 meetings; 52% outstanding shares engaged), including executive sessions with independent directors to directly address pay issues; meaningful program changes followed .
- Alignment considerations: Beneficial ownership currently 0 shares; however, directors must meet a $600,000 ownership guideline within five years and retain net shares until compliant (mitigates low initial ownership risk) .
- Potential conflicts: NSC-Celanese transactions were ordinary-course and immaterial; Audit/Board related-party policy robust; no related persons transactions in 2024; anti-pledging/hedging policy and compliance reduce misalignment risk .
Overall, Ms. Ryerkerk brings deep operating and compensation governance expertise, customer-side perspective, and independence, aligned with NSC’s ongoing governance and strategic refresh. Continued monitoring of her committee impact on metric rigor (OR/ROAIC/TSR), ownership guideline progress, and any evolving related-party exposure is recommended.