Philip Davidson
Director at NSC
Board
About Philip S. Davidson
Philip S. Davidson (age 64) is an independent director of Norfolk Southern (NSC) since 2023, serving on the Finance and Risk Management Committee and the Safety Committee. A retired four-star U.S. Navy Admiral and former Commander of U.S. Indo-Pacific Command, he brings deep strategic planning, operations, risk management, and safety expertise to the board . The board has determined he is independent under NYSE and company standards . In 2024, the board met 16 times and each then-current director met at least the 75% attendance threshold; all directors up for election who were on the board attended the 2024 annual meeting .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| U.S. Navy | Admiral; 25th Commander, U.S. Indo-Pacific Command (INDOPACOM) | 2018–2021 | Oversaw 380,000 personnel; responsibility for all U.S. military activities in Indo-Pacific; significant operational oversight and risk management |
| U.S. Navy | Admiral; Commander, U.S. Fleet Forces Command & U.S. Naval Forces Northern Command | 2014–2018 | Enterprise operations oversight and risk management |
| U.S. Navy | Vice Admiral; Commander, U.S. Sixth Fleet; Deputy Commander, Naval Forces Europe–Africa | 2013–2014 | Strategic, operational leadership across theaters |
| U.S. Navy | Director, Maritime Operations, U.S. Fleet Forces Command | 2012–2013 | Operations and safety oversight |
| U.S. Department of State | Military Advisor; Senior Representative for Afghanistan | 2010–2012 | Governmental and stakeholder relations |
| U.S. Navy | Commander, Carrier Strike Group Eight | 2009–2010 | Operational command |
| U.S. Navy | Naval Officer | 1982–2009 | Progressive leadership roles; safety protocol review for Surface Navy |
| Davidson Strategies, LLC | Founder | Since 2021 | Management, technical, strategic advisory; board role with CSBA (policy research institute) |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Par Pacific Holdings, Inc. | Director | Since 2021 | Public company board service (energy); governance and oversight |
| AeroVironment, Inc. | Director | Since 2023 | Public company board service (defense/technology); governance and oversight |
| Center for Strategic and Budgetary Assessments | Board role | Not disclosed | Non-profit national security policy insights; strategic planning expertise |
Board Governance
- Committee memberships: Finance and Risk Management; Safety .
- Committee responsibilities:
- Finance and Risk Management: oversees capital structure, dividends, ERM, cybersecurity; met 5 times in 2024. Update: will be consolidated with Audit; ERM/cyber oversight moves to full board; financial matters to renamed Audit & Finance Committee effective 2025 annual meeting .
- Safety: reviews safety program and compliance; met 6 times in 2024. Update: added responsibility for assessing safety-related operational/technology advancements effective 2025 annual meeting .
- Independence: board determined all nominees other than the CEO are independent; 12 of 13 nominees are independent .
- Attendance: board met 16 times in 2024; each then-current director attended at least 75% of board and applicable committee meetings; directors attending the 2024 annual meeting included all then-current directors standing in 2025 .
Fixed Compensation
| Metric | 2024 |
|---|---|
| Fees Earned or Paid in Cash ($) | $165,000 |
| Stock Awards ($) | $179,725 |
| All Other Compensation ($) | $5,000 |
| Total ($) | $349,725 |
- Director fee structure: quarterly board/committee fees of $30,000; committee chair add’l $5,000 quarterly; independent chair add’l $25,000 quarterly; Special Litigation Committee monthly fees for members/chair ($5,000/$6,000) .
- RSUs (director equity): vested upon grant subject to a one-year restriction period; settlement either one year post-grant with dividend equivalents or upon leaving the board (lump sum or 10 annual installments) with dividend equivalents converted to additional RSUs .
- Deferred compensation: directors may defer cash fees into a plan with hypothetical investment options, including NS stock units settled in cash .
Performance Compensation
| Component | Details |
|---|---|
| Performance-based elements in director pay | None disclosed; director equity is RSU-based and time-restricted without performance metrics |
Other Directorships & Interlocks
| Company | Sector | Role | Potential Interlock/Conflict |
|---|---|---|---|
| Par Pacific Holdings, Inc. | Energy | Director | No NSC-related transactions disclosed; independence maintained |
| AeroVironment, Inc. | Defense/Technology | Director | No NSC-related transactions disclosed; independence maintained |
- Related-party transactions: none in 2024; board confirms no director/nominee participants in related-party transactions required to be disclosed .
Expertise & Qualifications
- Safety: led review of Surface Navy safety protocols; implemented enhanced training and assessment processes .
- Operational oversight: commanded INDOPACOM, Fleet Forces, Sixth Fleet; extensive large-scale operations management .
- Governmental and stakeholder relations: policy billets; military aide to the U.S. Vice President .
- Strategic planning: INDOPACOM leadership; principal at Davidson Strategies; CSBA board role .
- Risk management: decades of senior military risk oversight across multiple commands .
Equity Ownership
| Item | Detail |
|---|---|
| Shares of common stock beneficially owned (#) | 1,145 (includes vested RSUs distributable within 60 days upon leaving board) |
| Vested RSUs distributable within 60 days (#) | 1,145 |
| Ownership as % of shares outstanding | <1% (each individual director/EO owns <1%) |
| Anti-hedging / anti-pledging | Hedging prohibited for all directors; no current pledges by directors; executive officer pledging prohibited |
| Stock ownership guideline (directors) | $600,000 (5× annual quarterly fees); 5-year window to comply; board states all directors meet or are expected to meet guideline |
| RSU awards not counted in beneficial table | 700 RSUs awarded to directors serving Jan 30, 2025 are excluded from beneficial ownership counts (plus Chair-specific awards) |
Governance Assessment
- Strengths: independence; safety and risk oversight experience aligned with committee roles; robust anti-hedging policy and no pledging; no related-party transactions; strong board engagement (committee meeting cadence; 16 board meetings with compliance to attendance thresholds) .
- Alignment: meaningful equity component via RSUs and director stock ownership guidelines foster long-term alignment; options are not used for directors, reducing risk-taking incentives .
- Signals: board-wide governance enhancements in 2025 to elevate ERM and strategy oversight, directly relevant to Davidson’s Finance & Risk Management and Safety committee service .
- RED FLAGS: none identified for Davidson—no related-party transactions; no pledging; hedging prohibited; attendance thresholds met; independence affirmed .