Norfolk Southern to expand board with new independent director

Norfolk Southern Corp. today announced it will add a new independent director to its board under an agreement with Ancora Holdings Group.

Under the agreement, NS and Ancora will together identify an independent director to be named to the NS board. The new director, who is expected to enhance the board's gender diversity and executive leadership experience, will expand the NS board to 14 members, including 13 independent members, according to an NS press release.

"I am confident that together with Ancora we will find the right independent director to join our board and support our team as we continue to build on the positive momentum that is underway at Norfolk Southern," said NS CEO Mark George.

The agreement averts activist investor group Ancora's effort to replace four NS board members at the company's 2025 annual meeting. Ancora Holdings Chair and CEO Frederick DiSanto and Ancora Alternatives LLC President James Chadwick issued the following statement:

"In our view, it's a new day at Norfolk Southern following board refreshment, management enhancements, and new leadership's efforts to establish a disciplined and operationally led network. The company's focus on governance and its overall progress is further evidenced by the board's decisive action with respect to its internal investigation, which we are told has been thorough and wide ranging.

"The Norfolk Southern of today is on the right track, and we look forward to continuing to support Mark [George] and [Chief Operating Officer John Orr's] go-forward actions to drive enhanced value for shareholders and all other stakeholders."

Under the agreement announced today, Ancora will withdraw its four proposed board members and support the board's recommendations in connection with any vote of NS shareholders, including at the 2025 annual meeting.

In May, Ancora led a takeover attempt to overhaul the company's board and replace its top leadership, including then-CEO Alan Shaw. While Ancora lost in its attempt to gain a majority on the board at that time, three of its proposed board members — William Clyburn Jr., Sameh Fahey and Gilbert Lamphere — were elected.

Meanwhile, George succeeded Shaw in September after Shaw was fired over an inappropriate relationship with then-Chief Legal Officer Nabanita Nag.