Norfolk Southern Corp. 8-K Summary
Business Context and Reporting Period
This Form 8-K Current Report was filed by Norfolk Southern Corporation on September 24, 2024. The filing addresses a specific corporate governance event: the appointment of a new Chief Financial Officer.
Key Financial Metrics
The filing text does not provide revenue, profit, cash flow, margin, debt, or liquidity metrics. This report focuses exclusively on executive compensation and appointment details.
Material Changes
The primary material change reported is the appointment of Jason A. Zampi as Executive Vice President, Chief Financial Officer, and Treasurer, effective September 24, 2024. Mr. Zampi had previously served as Acting CFO since September 11, 2024, and as Senior Vice President Finance & Treasurer since August 2024.
Management Commentary and Compensation Details
- Base Salary: The Board approved an annual base salary of $600,000 for Mr. Zampi, prorated for 2024 based on days worked in the CFO role.
- Annual Incentive: Mr. Zampi's annual incentive opportunity is set at 150% of his base salary, also prorated for 2024.
- Long-Term Incentives: A grant with a fair market value of $554,200 was awarded, consisting of restricted stock units, performance share units, and stock options. This amount reflects the prorated annual equity grant for the role.
- Severance: Mr. Zampi is eligible to participate in the Company's Executive Severance Plan, details of which are available in the Schedule 14A proxy statement filed on March 20, 2024.
Investor Verification Checklist
- Verify the exact start date of Mr. Zampi's tenure as Acting CFO (September 11, 2024) versus his permanent appointment (September 24, 2024).
- Review the Company's definitive proxy statement (Schedule 14A) filed on March 20, 2024, for full terms of the Executive Severance Plan.
- Confirm the composition of the $554,200 long-term incentive award (split between RSUs, PSUs, and options) in subsequent equity filings.
- Check for any prior disclosures regarding the departure of the previous CFO to understand the full context of the leadership transition.