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2/20/2024
Editor's note: This story has been updated with a statement from Norfolk Southern Corp.
An investor group led by Ancora Holdings Group LLC, which holds a large equity stake in Norfolk Southern Corp., today announced the nomination of eight independent candidates for election to the NS board. The group also announced two proposed new leaders at NS: former United Parcel Service Inc. executive Jim Barber Jr. and former CSX executive Jamie Boychuk.
The Wall Street Journal recently reported the Ancora-led investor group planned to run a proxy fight aimed at overhauling the Class I's board and replacing NS President and CEO Alan Shaw.
In a press release issued today, the investor group cited the NS board's "poor decisions with regard to the company’s leadership, safety priorities and strategy" in explaining its decision to pursue changes at the Class I. Under Shaw's leadership, NS has delivered "industry-worst operating results, sustained share price under performance and a tone-deaf response" to the February 2023 NS train derailment in East Palestine, Ohio, the investor group claimed.
This afternoon, NS issued a statement in response to the Ancora board nominations. NS officials noted that six of its current directors have been appointed to its board in the past five years. Two independent directors — Admiral Philip Davidson, U.S. Navy (Ret.), and Francesca DeBiase — joined in July 2023. Concurrent with those appointments, the board announced two directors — Mitchell Daniels Jr. and Michael Lockhart — will retire following the 2024 annual meeting.
"The board continues to oversee management's successful execution of our strategy to balance safe and reliable service, continuous productivity improvement, and the pursuit of smart, sustainable growth," the NS statement says. "We are making disciplined investments in resiliency while driving efficiency, all to position our business to secure growth and strong incremental margins as the market recovers."
To read the full NS statement, click here.
Ancora Holdings' eight proposed board candidates are:• Betsy Atkins, CEO and founder of Baja Corp.;• Jim Barber Jr., former COO and president of United Parcel Service Inc.;• William Clyburn Jr., principal at Clyburn Consulting and former vice chair of the Surface Transportation Board;• Nelda Connors, former auto industry executive and current CEO and founder of Pine Grove Holdings;• Sameh Fahey, former EVP of precision scheduled railroading (PSR) at Kansas City Southern;• John Kasich, former governor of Ohio;• Gilbert Lamphere, chairman of MidRail Corp., co-founder of MidSouth Rail Corp., former chairman of Illinois Central Railway, and former director of Florida East Coast Railway and of Patriot Rail; and• Allison Landry, a former U.S. transportation and logistics sector equity research analyst.
The proposed management team would include Boychuk as chief operations officer and Barber as CEO.
Boychuk was EVP of operations when he left CSX in August 2023. He joined CSX in 2017, and served as assistant VP of transportation support; VP of scheduled railroading; and senior VP of network operations, mechanical, engineering and intermodal operations. He previously served CN for 20 years.
As the proposed COO of NS, Boychuk has experience with PSR, "worked directly with industry legend Hunter Harrison, [and] helped CSX amass a strong safety record and reduce burdens on rail workers," the Ancora-led group noted.