Mark George
About Mark George
Mark R. George (age 58) is President & CEO of Norfolk Southern (NSC) and a director since 2024, after serving as EVP & CFO from 2019 to September 11, 2024 . Under George’s leadership in 2024, NSC delivered $292M of annual cost savings, a 160 bps improvement in adjusted operating ratio, 5% volume growth, and multi‐year highs in network speed and efficiency . For 2024, NSC’s after‑tax ROAIC was 11.5% and the value of a fixed $100 TSR investment (2019 base) stood at $134 vs $142 for the peer group; compensation actually paid to the CEO tracked TSR .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Norfolk Southern | EVP & Chief Financial Officer | 2019–2024 | Led Finance, IR, Sourcing, and Corporate Strategy; recognized for process-focused performance improvements . |
| United Technologies (Otis Elevator) | CFO, VP Finance, Strategy & IT (Otis); VP FP&A (UTC, Otis) | 2004–2019 | Multi‑business CFO and strategy roles across Otis/UTC; global finance leadership and capital allocation expertise . |
| United Technologies (Carrier) | CFO, VP Finance (Carrier) | 2008–2011; 2019 | Division CFO; operational finance leadership in HVAC segment . |
| Otis Elevator Co. | CFO, VP Finance South Asia Pacific; ascending finance roles | 1989–2004 | International finance leadership; early career progression through finance roles . |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| Trane Technologies plc | Director; Finance and Audit Committees member | 2022–Present | Current public company directorship . |
| Zardoya Otis SA | Director; Audit and Compensation Committees member | 2014–2019 | Prior public company board experience . |
Fixed Compensation
- Base salary set to $1,000,000 upon appointment as CEO in Sept. 2024 (previously $750,000 as CFO after Jan. 2024 review) .
- CEO receives no additional director fees for board service .
Multi‑year summary compensation for Mark George:
| Metric (USD) | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Salary | $675,000 | $675,000 | $826,042 |
| Bonus | $0 | $0 | $0 |
| Stock Awards (PSUs/RSUs, grant‑date fair value) | $2,041,089 | $1,801,018 | $4,022,885 |
| Option Awards (grant‑date fair value) | $1,360,099 | $599,848 | $2,674,327 |
| Non‑Equity Incentive (Annual) | $450,021 | $0 | $1,372,325 |
| Change in Pension Value | $253,476 | $183,588 | $0 (negative value shown as zero) |
| All Other Compensation | $122,806 | $106,792 | $90,081 |
| Total | $4,902,491 | $3,366,246 | $8,985,660 |
Performance Compensation
2024 Annual Incentive (EMIP) Design and Outcomes
- 2024 weighting emphasized productivity (Operating Ratio 30%, Operating Income 25%), revenue (15%), customer service (Merchandise on‑time 10%, Intermodal composite 10%), and safety (FRA injury rate 5%, FRA train accident rate 5%) .
- Committee included impact of East Palestine in 2024 calculations; corporate payout was 92.5% of target .
| Metric | Weight | Threshold | Target | Max | 2024 Achievement (% of Target) |
|---|---|---|---|---|---|
| Operating Ratio | 30% | — | — | — | 150.0% |
| Operating Income | 25% | — | — | — | 74.4% |
| Annual Revenue | 15% | — | — | — | 0.0% |
| Merchandise On‑Time Delivery | 10% | — | — | — | 64.1% |
| Intermodal Composite | 10% | — | — | — | 150.0% |
| FRA Reportable Injury Rate | 5% | — | — | — | 0.0% |
| FRA Train Accident Rate | 5% | — | — | — | 149.0% |
| Corporate Payout | — | — | 100% | — | 92.5% |
Mark George’s 2024 EMIP: target opportunity (blended CFO/CEO) $1,483,594; payout at 92.5% = $1,372,325 .
Long‑Term Incentives (2024 grants and structure)
- 2024 target LTI mix for Mark George: PSUs $1.35M; RSUs $2.675M; Options $2.675M; includes promotional RSU and option grants of $2.0M each, vesting ratably over 3 years .
- 2022–2024 PSU program: primary metric three‑year after‑tax ROAIC (100% weight), with revenue growth (+0 to +50%) and TSR (±25%) relative modifiers, overall cap 200% .
- 2025 changes: increased Operating Ratio weight in annual plan; PSU weight to 60% of LTI for all NEOs; TSR becomes a standalone 40% of PSUs requiring above‑median TSR for target; modifiers eliminated .
Equity Ownership & Alignment
Beneficial ownership and guidelines
- Shares beneficially owned: 46,974, including 30,522 shares subject to options exercisable within 60 days of March 3, 2025 .
- Officer ownership guidelines: CEO 6x salary; must retain 100% of net shares until guideline met; all executives in compliance or within compliance window .
- Anti‑hedging and anti‑pledging: hedging prohibited for officers/directors; pledging prohibited for executive officers; all in compliance (no pledges outstanding) .
Outstanding equity and vesting schedule (as of Dec 31, 2024)
| Award type | Units | Vesting dates |
|---|---|---|
| RSUs | 704 | 1/28/2025 |
| RSUs | 1,550 | 1/27/2025; 1/27/2026 |
| RSUs | 1,875 | 1/26/2025; 1/26/2026; 1/26/2027 |
| RSUs | 2,850 | 1/30/2025; 1/30/2026; 1/30/2027; 1/30/2028 |
| RSUs (promo Sept grant) | 7,960 | 9/13/2025; 9/13/2026; 9/13/2027 |
| PSUs (unearned) | 1,141 | 12/31/2025 (cycle end) |
| PSUs (unearned) | 10,380 | 12/31/2026 (cycle end) |
Realizations in 2024: 4,355 shares acquired on vesting, $1,018,724 value; no option exercises reported for George in 2024 .
Implications for selling pressure: multiple RSU tranches vest across 2025–2028; executives must retain net shares until ownership guidelines are met; hedging/pledging prohibited .
Employment Terms
Appointment and salary
- Promoted to President & CEO on September 11, 2024; base salary set to $1,000,000 (from $750,000 as CFO) .
Severance, non‑compete, and change‑in‑control
- Executive Severance Plan (ESP): 2x salary lump sum; prorated annual incentive; favorable LTI treatment if retirement-eligible (otherwise cash-out for unvested RSUs/options and prorated PSUs); outplacement ($30k) and healthcare ($36k) lump sums .
- George Offer Letter (Sept 11, 2024): if terminated without cause within first 36 months, in conjunction with ESP benefits, receives (i) accrued amounts and prorated annual incentive, (ii) an additional lump sum equal to 12 months’ current salary, and (iii) LTIP awards treated as if retired (continued vesting) .
- Change‑in‑control agreements: double‑trigger (CIC plus qualifying termination); no single‑trigger vesting; no excise tax gross‑ups .
- Non‑compete: LTIP forfeiture if the executive engages in competing employment in North American markets for a period post‑termination; additional restrictions after CIC as described in plan documents .
Potential payments as of Dec 31, 2024 valuation (stock $234.70):
| Scenario | Severance Pay | PSUs | RSUs | Total |
|---|---|---|---|---|
| Involuntary Separation | $3,438,325 | $1,833,916 | $3,506,183 | $8,778,424 |
| Death | — | $1,833,916 | $3,506,183 | $5,340,099 |
| Disability | — | $1,833,916 | $3,506,183 | $5,340,099 |
| Change in Control (double‑trigger) | $6,193,188 | — | — | $6,193,188 |
Clawbacks: mandatory (NYSE restatement) and supplemental (gross negligence, fraud, misconduct, policy violations causing material risk management/safety/reputational failure) covering time‑ and performance‑based incentives (3‑year lookback) .
Board Governance and Service
- Director since 2024; serves on the Executive Committee; not independent (12 of 13 nominees independent) .
- NSC maintains an independent Board Chair (Claude Mongeau) and separates the CEO and Chair roles; Board highlights this as a governance best practice .
- 2024 Board met 16 times; each then‑current director attended at least 75% of aggregate Board/committee meetings .
- CEO receives no additional director compensation .
Dual‑role implications: While George is both CEO and director, the independent Chair structure provides counterbalance and oversight; committee independence maintained, and executive sessions with only independent directors occurred as part of shareholder engagement in 2024 .
Additional Signals and Governance Practices
- 2024 Say‑on‑Pay: Board cites a “disappointing” result and responded by including East Palestine impact in 2024 EMIP and 2022–2024 PSU outcomes; simplified 2025 plan and increased CEO stock ownership requirement .
- No related‑party transactions in 2024; robust anti‑hedging/pledging and ownership/retention policies .
- Independent compensation consultant (FW Cook) engaged to re‑evaluate plan; enhanced pay‑for‑performance alignment asserted .
Investment Implications
- Pay-for-performance alignment improved: 2024 EMIP/PSU outcomes included East Palestine impact, reducing payouts (annual −17%, PSU −16% vs prior approach), and 2025 PSU design shifts more weight to ROAIC and standalone relative TSR with above‑median threshold for target—supporting performance sensitivity and investor alignment .
- Retention risk contained: George’s offer letter plus ESP provide strong protection (retirement treatment on LTI, additional 12 months’ salary within first 36 months), lowering flight risk during turnaround but increasing severance leverage; double‑trigger CIC and no gross‑ups mitigate windfall optics .
- Selling pressure watch: Multiple RSU tranches vesting 2025–2028 and PSU cycles ending 2025/2026 could create periodic liquidity needs; mitigated by 6x salary ownership requirement and share‑retention rule; pledging/hedging prohibited .
- Governance oversight: Independent Chair and refreshed Board with safety/operations focus reduce dual‑role concerns and bolster accountability; 2024 engagement translated to concrete pay design changes .