Form 4: Norfolk Southern Director Thomas Kelleher Reports Acquisition of Deferred and Restricted Stock Units

Director Thomas Kelleher reports acquisition of deferred stock units and restricted stock units in Norfolk Southern Corporation through dividend reinvestments and long-term incentive plans.

Summary

• Thomas Kelleher, a director of Norfolk Southern Corporation, reported changes in beneficial ownership.
• On February 20, 2025, Kelleher acquired 9.908 deferred stock units through dividend reinvestments in the Directors' Deferred Fee Plan, priced at $249.41 per unit.
• Additionally, Kelleher acquired 31.1334 restricted stock units through dividend equivalent payments in the Long-Term Incentive Plan, priced at $248.005 per unit.
• Following these transactions, Kelleher's direct holdings include 1,840.3896 deferred stock units and 5,750.576 restricted stock units.

Sentiment

Score: 7

Explanation: The sentiment is neutral to slightly positive as it reflects standard compensation practices and alignment of director interests with shareholders. There are no indications of negative events or concerns.

Future Outlook

The deferred stock units will be satisfied in cash upon the reporting person's retirement or at such other time as may be elected under the terms of the plan. The restricted stock units will be satisfied in common stock.

Industry Context

This filing reflects routine compensation practices for directors at publicly traded companies, utilizing deferred and restricted stock units as part of long-term incentive plans. These plans are designed to align the interests of directors with those of shareholders by tying compensation to the company's long-term performance.

Comparison to Industry Standards

• Deferred compensation plans and restricted stock units are common components of executive and director compensation packages across the S&P 500.
• Companies like Union Pacific (UNP) and CSX Corporation, which are direct competitors of Norfolk Southern, also utilize similar equity-based compensation plans for their executives and directors.
• The specific amounts and terms of these plans vary, but the general structure is consistent with industry norms for attracting and retaining talent.

Stakeholder Impact

• The acquisition of stock units aligns the director's interests with those of shareholders, incentivizing long-term value creation.
• Employees may view this as a standard part of executive compensation, with no immediate impact on their roles.
• Customers and suppliers are unlikely to be directly affected by this transaction.

Key Dates

Keywords

Form 4, Beneficial Ownership, Director, Thomas Kelleher, Norfolk Southern, NSC, Deferred Stock Units, Restricted Stock Units, Dividend Reinvestment, Long-Term Incentive Plan