Norfolk Southern Board of Directors Appoints Mark R. George President and Chief Executive Officer Through Unanimous Vote of Independent Directors

Rhea-AI Summary

Norfolk Southern (NYSE: NSC) has announced significant leadership changes. The Board of Directors unanimously appointed Mark R. George, previously Executive VP and CFO, as the new President and CEO, effective immediately. This decision follows the termination of Alan H. Shaw for cause, due to violations of company policies related to a consensual relationship with the Chief Legal Officer. Nabanita C. Nag, the Chief Legal Officer, has also been terminated.

The company emphasized that Shaw's departure is unrelated to Norfolk Southern's performance or financial reporting. Jason A. Zampi will serve as acting CFO, while Jason M. Morris will be the acting Corporate Secretary. Despite these changes, Norfolk Southern has reaffirmed its full-year 2024 guidance provided on July 25, 2024.

Positive

• Appointment of experienced CFO Mark R. George as new CEO, ensuring leadership continuity
• Reaffirmation of full-year 2024 financial guidance, indicating stability in operations
• Unanimous board support for the new CEO appointment
• Swift action taken to address policy violations, demonstrating strong corporate governance

Negative

• Abrupt termination of CEO and Chief Legal Officer due to policy violations
• Potential disruption in leadership and corporate strategy
• Possible reputational damage due to executive misconduct
• Uncertainty regarding long-term impact on company culture and employee morale

Board Terminates Alan H. Shaw as President and Chief Executive Officer Due to Violations of Company Policies

Nabanita Nag Terminated as Chief Legal Officer

Company Reaffirms Full-Year 2024 Guidance

ATLANTA, Sept. 11, 2024 /PRNewswire/ -- Norfolk Southern Corporation (NYSE: NSC) today announced that the Norfolk Southern Board of Directors has by unanimous vote of the independent directors appointed Mark R. George, the company's Executive Vice President and Chief Financial Officer, as President and Chief Executive Officer, effective immediately. George will also join the Norfolk Southern Board.

George's appointment follows the Norfolk Southern Board's unanimous decision to terminate Alan H. Shaw for cause, effective immediately. 

This change in leadership comes in connection with preliminary findings from an ongoing investigation that determined Shaw violated company policies by engaging in a consensual relationship with the company's Chief Legal Officer. Shaw's departure is unrelated to the company's performance, financial reporting and results of operations.

Claude Mongeau, Chairman of the Norfolk Southern Board, said, "The Board has full confidence in Mark and his ability to continue delivering on our commitments to shareholders and other stakeholders. Mark has played an integral role in our recent progress and brings decades of financial experience and strong operational expertise. He embodies our corporate values and is a champion of our safety culture. In close partnership with our accomplished COO, John Orr, they will continue to improve NS' operating performance and close the margin gap with peers."

"I am honored to take on this role and lead Norfolk Southern," said George. "I look forward to my continued partnership with John and the entire Thoroughbred team as we further our progress on optimizing operations and serving our customers, while creating a safe and satisfying workplace and delivering enhanced value for our employees, customers, shareholders, and communities."

In connection with George's appointment as Chief Executive Officer, Norfolk Southern announced that Jason A. Zampi will serve as acting Chief Financial Officer.

Norfolk Southern also announced that Nabanita C. Nag has been terminated from her roles as Executive Vice President Corporate Affairs, Chief Legal Officer & Corporate Secretary, effective immediately, in connection with the preliminary findings of the Board's ongoing investigation. Jason M. Morris will serve as acting Corporate Secretary.

Reaffirms 2024 Guidance
Norfolk Southern reaffirms its full-year 2024 guidance provided on July 25, 2024, in conjunction with its second quarter 2024 financial results.

About Mark R. George
Mark R. George is a seasoned executive with over 35 years of professional experience spanning multiple global industries. He most recently served as EVP and Chief Financial Officer of Norfolk Southern since 2019. In this capacity, George oversaw the company's Finance, Investor Relations, Sourcing, and Corporate Strategy teams. During his time at Norfolk Southern, Mark brought a strategic and business partnership mindset to the CFO office. He has used his expertise across multiple industrial segments to help shape the company's strategy and drive value for our shareholders. Prior to joining Norfolk Southern, he held successive roles of responsibility across multiple commercial and business segments of United Technologies Corporation and its subsidiaries, including six years in Asia as the regional CFO for the Otis Elevator Company. He held roles of increasing responsibility and ultimately served as the Global CFO for both the Otis Elevator Company and the Carrier Corporation from 2008 to 2019. George is also on the Board of Directors for Trane Technologies plc, where he serves on the Finance and Audit Committees. He also serves on the Board of Directors for Junior Achievement of Georgia. He holds a Bachelor of Science in finance from Connecticut State University and a Master of Business Administration from Rensselaer Polytechnic Institute.

About Norfolk Southern
Since 1827, Norfolk Southern Corporation (NYSE: NSC) and its predecessor companies have safely moved the goods and materials that drive the U.S. economy. Today, it operates a customer-centric and operations-driven freight transportation network. Committed to furthering sustainability, Norfolk Southern helps its customers avoid approximately 15 million tons of yearly carbon emissions by shipping via rail. Its dedicated team members deliver more than 7 million carloads annually, from agriculture to consumer goods, and Norfolk Southern originates more automotive traffic than any other Class I Railroad. Norfolk Southern also has the most extensive intermodal network in the eastern U.S. It serves a majority of the country's population and manufacturing base, with connections to every major container port on the Atlantic coast as well as major ports in the Gulf of Mexico and Great Lakes. Learn more by visiting www.NorfolkSouthern.com.

Cautionary Statement on Forward-Looking Statements
Certain statements in this communication are "forward-looking statements" within the meaning of the "safe harbor" provisions of the Private Securities Litigation Reform Act of 1995, as amended. These statements relate to future events and involve known and unknown risks, uncertainties, and other factors that may cause our actual results, costs, levels of activity, or performance to be materially different from those expressed or implied by any forward-looking statements. In some cases, forward-looking statements may be identified by the use of words like "may," "will," "could," "would," "should," "expect," "plan," "anticipate," "intend," "believe," "estimate," "project," "consider," "predict," "potential," "feel," or other comparable terminology. The Company has based these forward-looking statements on its current expectations, assumptions, estimates, beliefs, and projections. While the Company believes these expectations, assumptions, estimates, and projections are reasonable, such forward-looking statements are only predictions and involve known and unknown risks and uncertainties, many of which involve factors or circumstances that are beyond the Company's control. These and other important factors, including those discussed under "Risk Factors" in our Annual Report on Form 10-K for the year ended December 31, 2023, as well as the Company's subsequent filings with the SEC, may cause actual results, performance, or achievements to differ materially from those expressed or implied by these forward-looking statements. The forward-looking statements herein are made only as of the date they were first issued, and unless otherwise required by applicable securities laws, the Company disclaims any intention or obligation to update or revise any forward-looking statements, whether as a result of new information, future events, or otherwise.

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SOURCE Norfolk Southern Corporation

FAQ

Why was Norfolk Southern's CEO Alan H. Shaw terminated?

Alan H. Shaw was terminated for cause due to violations of company policies, specifically engaging in a consensual relationship with the company's Chief Legal Officer.

Who is the new CEO of Norfolk Southern (NSC)?

Mark R. George, previously the Executive Vice President and Chief Financial Officer, has been appointed as the new President and CEO of Norfolk Southern.

Has Norfolk Southern (NSC) changed its financial guidance for 2024?

No, Norfolk Southern has reaffirmed its full-year 2024 guidance that was provided on July 25, 2024, in conjunction with its second quarter 2024 financial results.

What happened to Norfolk Southern's Chief Legal Officer?

Nabanita C. Nag, the Chief Legal Officer, was terminated from her roles as Executive Vice President Corporate Affairs, Chief Legal Officer & Corporate Secretary in connection with the Board's ongoing investigation.