William Clyburn Jr.
Director at NSC
Board
About William Clyburn Jr.
Independent director since 2024; age 58 as of March 3, 2025. An engineer and lawyer with ~30 years of legislative and regulatory experience in transportation and rail safety, including Vice-Chairman & Commissioner at the U.S. Surface Transportation Board (STB) and Senior/Commerce Counsel roles in the U.S. Senate. Founder and CEO of Clyburn Consulting, LLC (since 2004). Committee memberships: Governance & Nominating (GNC) and Safety; classified as independent under NYSE and NSC standards .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Clyburn Consulting, LLC | Chief Executive Officer | Since 2004 | Rail infrastructure and crisis management consulting; safety oversight perspective |
| U.S. Surface Transportation Board | Vice-Chairman & Commissioner | 1998–2001 | Regulatory decisions impacting national/international rail operations; safety/operational oversight |
| U.S. Senate | Senior Counsel | 2002–2004 | Legislative counsel on transportation and commerce |
| U.S. Senate Commerce Committee | Commerce Counsel; Transportation Counsel | 1995–1998; 1993–1995 | Transportation policy development and stakeholder engagement |
Board Governance
- Committee assignments: Governance & Nominating; Safety .
- Independence: The Board determined all nominees other than the CEO are independent; all members of the Safety and Governance & Nominating Committees are independent .
- Attendance and engagement: The Board met 16 times in 2024; each then-current director attended ≥75% of Board and committee meetings; all directors standing for election attended the 2024 Annual Meeting. Directors participated in extensive shareholder outreach in 2024 (52 director-participation meetings; leadership-led engagements) .
Fixed Compensation
| Component (2024) | Amount (USD) | Notes |
|---|---|---|
| Fees Earned or Paid in Cash | $90,000 | Service beginning May 2024 post-election |
| Stock Awards (RSUs, grant-date fair value) | $113,979 | RSUs under LTIP; see equity details below |
| All Other Compensation | $5,000 | Matching gifts program |
| Total | $208,979 | — |
Director fee structure context:
- Quarterly Board/standing committee fee: $30,000; Committee Chair additional quarterly fee: $5,000; Independent Chair additional quarterly fee: $25,000. Special Litigation Committee monthly fees: $5,000 member / $6,000 chair (temporary committee) .
Performance Compensation
| Plan Element | Type | Performance Metrics | Vesting/Restriction | Distribution/Dividend Equivalents |
|---|---|---|---|---|
| Annual Director Equity | RSUs | None disclosed for directors (time-based, not performance-based) | Vested upon grant; subject to one-year restriction and optional retention until Board departure | Choice of distribution one year post-grant with cash dividend equivalents, or upon leaving Board (lump sum or 10 annual installments) with dividend equivalents converted to additional RSUs |
| 2024 RSU grant to Clyburn | RSUs | N/A | Pro-rated grant on July 29, 2024 | 460 RSUs awarded; not counted as beneficial ownership because not distributable within 60 days of March 3, 2025 |
Clawbacks and risk policies:
- Company maintains mandatory NYSE-aligned clawback and supplemental clawback for executives; anti-hedging policy applies to officers and Board; no director pledges currently in place .
Other Directorships & Interlocks
No public-company board service disclosed in Clyburn’s director profile; the profile lists prior government and consulting roles but does not list other public boards .
Expertise & Qualifications
- Safety: STB experience and crisis management expertise support Safety Committee oversight .
- Governmental & Stakeholder Relations: 30 years in legislative/regulatory roles (Senate Counsel, STB) .
- Operational Oversight: Regulatory decision-making affecting rail operations .
- Transportation & Logistics: Extensive public policy and consulting in transportation .
- Additional exposure: Environmental & Sustainability, CEO/Executive Leadership, Governance/Board, Strategic Planning .
Equity Ownership
| Item | Detail |
|---|---|
| Beneficial ownership (Common shares) | 201 shares as of March 3, 2025 |
| RSUs (not counted as beneficial ownership) | 460 RSUs awarded July 29, 2024; plus dividend-equivalent accruals per LTIP; not distributable within 60 days of March 3, 2025 |
| Ownership as % of outstanding shares | Each individual director/EO owns <1% of common shares outstanding |
| Hedging/Pledging | Hedging prohibited for directors; no current director pledges of NSC securities |
| Director stock ownership guideline | $600,000 (five times annual quarterly fees), five-year compliance window; directors must retain all net shares until guideline met; all directors meet or are expected to meet within five years |
Governance Assessment
- Alignment with Board needs: Clyburn’s STB regulatory and safety background aligns with Safety Committee membership; his governmental relations experience supports Governance & Nominating oversight .
- Independence and attendance: Classified independent under NYSE/Board standards; Board-wide attendance thresholds met; strong board-level shareholder engagement in 2024 .
- Compensation mix and alignment: Balanced cash ($90k) and equity ($113,979 RSUs) with time-based RSUs and share retention requirements, promoting long-term alignment; no director bonuses or options disclosed .
- Conflicts and related-party exposure: Company reports no related persons transactions in 2024; nominees were not participants in related party transactions required to be disclosed .
- Risk indicators and policies: Anti-hedging policy in force; no pledging by directors; clawback policies robust for executives; Safety Committee expanded remit for safety-related technologies as of 2025 .
RED FLAGS
- Early-tenure ownership is modest (201 shares) relative to the $600,000 guideline; however, NSC allows a five-year compliance period for new directors, and directors must retain net shares until compliant .
- No pledging/hedging, related-party transactions, or perquisite concerns disclosed for directors in 2024; none flagged for Clyburn .