Sameh Fahmy
Director at NSC
Board
About Sameh Fahmy
Independent director of Norfolk Southern since 2024; age 73 as of March 3, 2025. Committees: Audit and Safety. Brings 30+ years of Class I railroad operating, mechanical, engineering, and PSR execution experience (EVP, Precision Scheduled Railroading at Kansas City Southern 2019–2021; senior roles at Canadian National; consultant at CSX; GE Transportation; earlier IT/operations roles at Amtrak, AAR, Desjardins, Travelers, IBM). Designated expertise includes strategic operations, transportation/logistics, information technology, finance/accounting as a Chartered Professional Accountant, and governance (chaired operations subcommittee at Rumo S.A.).
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Kansas City Southern | EVP, Precision Scheduled Railroading | 2019–2021 | Led PSR implementation, operational oversight |
| CSX | Management Consultant | 2017–2019 | Operations advisory |
| GE Transportation | Executive, Sales Support | 2013–2016 | Commercial/technical support |
| Canadian National Railway | SVP Engineering, Mechanical & Supply Mgmt; VP Supply Mgmt; Chief Operating Plan; Director IT Infrastructure; Manager Technical Systems Support | 1994–2013 (various roles; early role 1981–1985) | End-to-end operations, engineering, IT, supply chain leadership |
| Desjardins | Director of Telecommunications; Director of IT Engineering | 1987–1994 | Enterprise IT leadership |
| Travelers | Associate Director, Host Planning & Performance | 1985–1987 | Systems performance |
| Amtrak | Manager, System Programming | 1979–1981 | Rail IT systems |
| Association of American Railroads | Supervisor, Data Communication Software | 1977–1979 | Industry IT |
| IBM Canada | System Engineer | 1973–1977 | Technology foundation |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Rumo S.A. (public company) | Director | 2017–2020 | Chaired subcommittee on operations |
Board Governance
- Independence: Independent director since 2024; no related-person transactions disclosed for 2024; no arrangements/understandings in selection of nominees; no family relationships among nominees/officers.
- Committee assignments: Audit Committee member; Safety Committee member. Audit Committee met 8 times in 2024; all members independent and meet NYSE/SEC requirements; three designated “audit committee financial experts.”
- Attendance: Board met 16 times in 2024; each then-current director attended at least 75% of Board and applicable committee meetings; all directors standing for election in 2025 attended the 2024 Annual Meeting.
- Governance practices: Majority voting with resignation policy; proxy access; special meeting right; prohibitions on hedging/pledging Norfolk Southern securities; stock ownership guidelines and share retention requirements for executives and directors; clawbacks (NYSE restatement policy plus supplemental detrimental-conduct clawback).
Fixed Compensation
| Component | Amount | Timing/Notes |
|---|---|---|
| Fees Earned or Paid in Cash ($) | $90,000 | Represents service beginning May 2024; standard quarterly Board/standing committee fee is $30,000; committee chair add’l $5,000/quarter; independent Chair add’l $25,000/quarter; Special Litigation Committee adds $5,000/month; $6,000/month for SLC chair (if applicable). |
| All Other Compensation ($) | $0 (blank in table) | Matching-gift contributions apply for some directors; none shown for Fahmy. |
Performance Compensation
| Award Type | Grant Date | Number of Units/Shares | Grant Date Fair Value ($) | Vesting/Restriction | Settlement & Dividend Equivalents |
|---|---|---|---|---|---|
| Restricted Stock Units (RSUs) | July 29, 2024 | 460 RSUs (each of Anderson, Clyburn, Fahmy, Lamphere, Heitkamp) | $113,979 | RSUs vest upon grant/acceptance; one-year restriction period; optional retention until departure per director election. | |
| RSUs (annual cycle) | January 30, 2024 | Not disclosed for Fahmy (annual grant for then-serving directors) | Included in annual RSU fair values for directors in office | Same restrictions as above; settled in shares. | |
| RSUs (annual cycle) | January 30, 2025 | 700 RSUs for directors serving on that date (footnote indicates aggregate program) | Not disclosed by director | Same restrictions/election mechanics. |
- Metrics: No performance-based conditions disclosed for director RSUs; awards are time-based with restrictions and dividend equivalents, not tied to TSR/EBITDA/etc.
Other Directorships & Interlocks
| Company | Sector | Role | Overlap/Interlock Notes |
|---|---|---|---|
| Rumo S.A. | Rail/logistics (Brazil) | Director (2017–2020) | Governance/operations chair subcommittee; no NSC related-person transactions in 2024. |
Expertise & Qualifications
- Transportation and logistics; strategic planning; operational oversight; CEO/executive leadership; risk management; safety.
- Finance/accounting as a Chartered Professional Accountant; information technology leadership across multiple organizations.
- Governance/board experience, including chairing an operations subcommittee at Rumo S.A.
Equity Ownership
| Item | Quantity/Status | Notes |
|---|---|---|
| Common shares beneficially owned | 10,350 shares | Sole voting/investment power unless otherwise noted. |
| RSUs excluded from beneficial ownership (not distributable within 60 days) | 460 RSUs (7/29/2024 appointment grant); 700 RSUs (1/30/2025 for serving directors) | Dividend equivalents accrue; settled in shares; distribution timing per director election or upon leaving Board. |
| Hedging/Pledging | Prohibited by company policy for directors/executives. | |
| Ownership guidelines | Company states guidelines and share retention requirements for directors (specific multiples not detailed in proxy text returned). |
Governance Assessment
- Strengths: Deep Class I railroad operating expertise and PSR implementation background aligned with NSC’s safety/operations oversight; independence; active service on Audit and Safety Committees; Board- and committee-level attendance threshold met; robust governance environment (majority voting, clawbacks, anti-hedging/pledging).
- Alignment: Mixed cash/equity compensation with time-based RSUs and share settlement creates ownership exposure; 10,350 shares beneficially owned plus RSUs not yet distributable supports skin-in-the-game. Cash/equity mix for 2024 approximately 44% cash ($90,000) and 56% equity ($113,979).
- Conflicts/Related Parties: No related-person transactions disclosed for 2024; no arrangements or understandings in director selection; hedging/pledging prohibited.
- RED FLAGS: None disclosed regarding attendance, related-party transactions, hedging/pledging, or option repricing. Director RSUs are time-based (no performance metrics), which is common for non-employee directors but offers limited pay-for-performance linkage.