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4/9/2024
By Julie Sneider, Senior Editor
In the midst of an activist investor campaign to replace its chief executive and numerous board members, Norfolk Southern Corp. last month tapped rail industry veteran John Orr as executive vice president and chief operating officer.
He reports to NS President and CEO Alan Shaw and succeeds Paul Duncan, who left the company to pursue other opportunities.
Orr most recently was EVP and chief transformation officer for Canadian Pacific Kansas City, where he oversaw network operations planning and design, labor relations and regulatory affairs. He led the integration and optimization of operations following Canadian Pacific's acquisition of Kansas City Southern in December 2021.
Orr previously was EVP of operations for KCS, where he executed precision scheduled railroading (PSR) initiatives focused on improving service. Prior to joining KCS, he held a variety of positions at CN, including chief safety and sustainability officer, and senior VP and chief transportation officer.
During a 40-year career, Orr has built a reputation as a proven leader in applying scheduled railroading principles to drive sustainable long-term value creation, NS officials said in a press release. He spearheaded the turnaround of CPKC's Mexico operations by implementing a high-efficiency operating model, shaped and guided the execution of KCS' service-focused scheduled railroading initiatives and drove significant improvements in CN's safety and operational performance, they said.
Orr is the right COO to help NS execute its strategy of balancing safe service, productivity and growth, said Shaw.
"He has a proven ability to build strong relationships with customers, regulators, unions and industry partners," Shaw said. "His performance history as a disciplined and thoughtful operator makes him an ideal fit as we look to execute our balanced strategic plan that will deliver top-tier earnings and revenue growth at industry competitive margins."
To allow Orr to join NS, CPKC leaders agreed to waive his noncompetition agreement. CPKC and NS officials entered into an agreement in connection with the waiver that includes a one-time fee of $25 million plus certain operational and commercial considerations related to the Meridian Speedway and Meridian Terminal that are part of CPKC's proposed Meridian & Bigbee Railroad acquisition. NS also agreed to temporarily limited no-hire and nonsolicitation restrictions for a short list of CPKC employees.
Orr joins NS as it prepares for its 2024 annual meeting — now set for May 9 — during which shareholders will consider a slate of candidates that major shareholder Ancora Holdings Group LLC has nominated to the board. The hedge fund's leaders hope to replace a majority of NS board members and install their own CEO and COO candidates.
Ancora has criticized the NS board for its decisions regarding the company's leadership, safety priorities and strategy. Under Shaw's leadership, NS has delivered "industry-worst operating results, sustained share price under performance and a tone-deaf response" to its February 2023 train derailment in East Palestine, Ohio, Ancora officials claim in their campaign materials. They seek to overhaul the board and top management in favor of leaders who will emphasize the PSR method of running a freight railroad, Ancora officials have said.
They claim that through Orr's hiring, NS now has permitted CPKC to leverage concessions to realize greater value from the Meridian & Bigbee Railroad transaction, which involves CSX.
"It appears the board and Mr. Shaw struck a fool's bargain that gets Norfolk Southern a short-term PR win while CPKC and CSX, the company's closest peer, strengthen their partnership and competitive offerings," Ancora officials said in a recent press release.