Richard Anderson
Director at NSC
Board
About Richard H. Anderson
Richard H. Anderson, age 69, is an independent director of Norfolk Southern (NSC) since 2024 and currently chairs the Human Capital Management & Compensation Committee while serving on the Executive and Finance & Risk Management Committees . His background includes CEO roles at Amtrak, Delta Air Lines, and Northwest Airlines, and senior executive roles at UnitedHealth Group, with deep expertise in operations, safety, labor relations, and regulated stakeholder engagement . He holds a B.S. from the University of Houston–Clear Lake and a J.D. from South Texas College of Law, and has served for many years on the board of Cargill Inc. .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Amtrak | President & Chief Executive Officer | 2017–2020 | Led safety, operations, and stakeholder relations in a heavily regulated environment |
| Delta Air Lines | Chief Executive Officer; Executive Chairman | CEO 2007–2016; Exec. Chair 2016 | Navigated post-bankruptcy recovery, strategic M&A, and operational transformation |
| UnitedHealth Group (Ingenix/Optum) | CEO, Ingenix; EVP & President, Commercial Services & Optum Health | 2004–2007 | Oversaw talent strategies and large-scale operations |
| Northwest Airlines | CEO; COO; SVP roles (Technical Ops, Airport Affairs, Labor Relations, Deputy GC) | 1990–2004 (various roles; CEO 2001–2004; COO 1998–2001) | Led operations and labor relations in complex airline environment |
| Continental Airlines | Staff VP & Deputy General Counsel; Corporate Attorney & Assistant GC | 1987–1990 | Legal and regulatory work in aviation |
External Roles
| Company | Role | Tenure |
|---|---|---|
| Medtronic plc | Director | 2004–2023 |
| Redwire Corporation | Director | 2020–2021 |
| Intercontinental Hotels Group plc | Director | 2021 |
| Delta Air Lines, Inc. | Director | 2007–2016 |
| Xcel Energy Inc. | Director | 2004–2006 |
| Northwest Airlines Corporation | Director | 2001–2005 |
| Mair Holdings Inc. | Director | 1999–2003 |
| Cargill Inc. (private) | Director | since 2006 |
Board Governance
- Committee assignments: Human Capital Management & Compensation (Chair), Finance & Risk Management (member), Executive (member) .
- Committee cadence (2024): HCM & Compensation met 13 times; Finance & Risk Management 5; Executive 2 .
- Independence: The Board determined that all director nominees except the CEO are independent; Anderson is listed as independent and shown as an “Independent Director” since 2024 .
- Attendance: The Board met 16 times in 2024; each director attended at least 75% of aggregate Board and committee meetings; all directors standing for election attended the 2024 Annual Meeting .
Fixed Compensation
| Component | 2024 Amount | Notes |
|---|---|---|
| Cash Fees | $105,000 | Board/committee quarterly fees; committee chair fees apply; special litigation committee fees (if applicable) are monthly |
| Stock Awards (RSUs grant-date fair value) | $113,979 | RSUs vested upon grant with one-year restriction; pro-rated grants for mid-year appointees; dividend equivalents per election |
| All Other Compensation | $5,000 | Company matching gifts under director programs |
| Total | $223,979 | Sum of cash, equity, other |
Director fee structure (policy):
- Quarterly fees: $30,000 for Board/standing committee service; +$5,000 quarterly for committee chairs; +$25,000 quarterly for independent Chair; special litigation committee: +$5,000/month (members), +$6,000/month (chair); travel/education reimbursed .
- RSU grants: annual or pro-rated upon appointment; settlement choices include distribution one year after grant or upon leaving the Board; dividend equivalents credited; pro-rated July 29, 2024 grants for Anderson and other mid-year appointees .
Performance Compensation
| Item | Status |
|---|---|
| Performance-linked director pay (options/PSUs; TSR/financial metrics) | None disclosed for non-employee directors; equity is time-based RSUs with restrictions and dividend equivalents |
Other Directorships & Interlocks
- Current/private role at Cargill Inc., a major agricultural company; NSC reported ~$2.52B in revenues from agriculture, forest and consumer products in 2024, indicating Cargill is plausibly within NSC’s customer base. NSC disclosed no related person transactions in 2024, and maintains an Audit Committee-reviewed related persons transaction policy; independence standards address materiality thresholds and categorical exclusions .
- Independence was affirmed for all nominees other than the CEO; the proxy highlights a specific independence review for Celanese (another director), illustrating practice; there is no flagged Anderson-related transaction .
Expertise & Qualifications
- Executive leadership and operational oversight from CEO tenures at Delta, Northwest, and Amtrak; experienced in safety, logistics, strategic planning, labor relations, and stakeholder/governmental relations .
- Governance experience through extensive public/private board service, including Medtronic and Cargill .
- Legal training and degrees (B.S., J.D.), complementing regulated-industry experience .
Equity Ownership
| Ownership Element | Amount | Details |
|---|---|---|
| Common Shares beneficially owned | 4,400 | As of March 3, 2025 |
| RSUs not counted as “beneficial ownership” (due to >60-day rule) | 460 (Jul 29, 2024 grant); 700 (Jan 30, 2025 grant) | RSUs vested upon grant but restricted; dividend equivalents accrue; settlement per election |
| Pledged Shares | None disclosed; directors currently have no pledges under policy | |
| Anti-hedging | Prohibited for directors/officers (collars, swaps, etc.) | |
| Ownership Guidelines | 5x annual quarterly fee amount (target $600,000 in NSC stock); 5-year compliance period; must hold net shares until guideline met; all directors meet or are expected to meet within five years |
Governance Assessment
- Committee leadership and engagement: Chairing the Compensation Committee with 13 meetings in 2024 signals active oversight of pay and talent; participation on FRM and Executive aligns with risk, capital, and operational scrutiny .
- Independence, attendance, and policies: Independence affirmed; Board’s 2024 attendance thresholds met; robust anti-hedging/anti-pledging and related party review policies reduce conflict risk .
- Director pay structure: Mix of fixed cash and time-based RSUs (no performance metrics) aligns director incentives to shareholder value while limiting risk-taking; RSUs feature restriction periods and elective settlement timing .
- Shareholder feedback and pay alignment: Following a disappointing 2024 Say-on-Pay vote, NSC changed methodologies to include East Palestine impacts in executive compensation outcomes and simplified metrics for 2025—reflecting improved pay-for-performance governance overseen by the compensation committee chaired by Anderson .
- Potential red flags and mitigants:
- Potential interlock perception via Cargill directorship, given NSC’s agricultural freight exposure; mitigated by independence determinations, categorical standards, and disclosure of no related person transactions in 2024 .
- 2024 Say-on-Pay concerns represent governance risk; Board-response and compensation program adjustments were implemented, with direct committee and Chair engagement in shareholder outreach .
Overall, Anderson brings deep transportation leadership and governance credentials, chairs a pivotal committee during a period of compensation program recalibration, and operates under strong independence and conflict-policing policies—supporting investor confidence in NSC’s board effectiveness .