Activist investor wins 3 Norfolk Southern board seats but won’t have control to fire CEO

Norfolk Southern
FILE – Norfolk Southern locomotives are moved through the Conway Terminal in Conway, Pa., June 17, 2023. Norfolk Southern shareholders will decide Thursday, May 9, 2024, whether to back an activist investor’s bid to take over the railroad’s board and replace management.
AP Photo/Gene J. Puskar, File

By JOSH FUNK AP Business Writer

Norfolk Southern’s CEO will be under more pressure to improve profits after the railroad’s shareholders voted Thursday to elect three of the board members an activist investor nominated, but he won’t be fired right away.

Ancora Holdings had nominated seven directors as part of a bid to take control of the railroad’s 13-member board and overhaul its operations. The key support Ancora picked up from major investors, two major rail unions and proxy advisory firms wasn’t enough to persuade shareholders to elect Ancora’s entire slate.

Ancora’s Jim Chadwick blamed passive investors for failing to support the investors’ nominees. Chadwick promised to hold CEO Alan Shaw accountable and keep fighting to improve the railroad.

“For the passive investors. If anything should go wrong here and there’s another derailment and people die, this is on you,” Chadwick said. “You ignored the recommendation of the proxy advisors, the unions, the largest customer of the company. You gave us literally no support and we still won three board seats without you. What happens at Norfolk Southern now is on your firms and your conscience.”

The board members voted out included Chair Amy Miles.

Norfolk Southern’s stock price, which soared after Ancora announced its campaign to oust Shaw, immediately fell after the results of the vote were announced. It was trading down nearly 4% at $223.43 Thursday morning.

Shaw had argued that Ancora’s plan would cut the railroad too deep and jeopardize the improvements in safety and service Norfolk Southern has seen since its disastrous February 2023 derailment in East Palestine, Ohio.

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FILE – This image taken with a drone shows portions of a Norfolk Southern freight train Saturday, Feb. 4, 2023, that still burns after it derailed the night before in East Palestine, Ohio. The lawyers who negotiated a $600 million settlement with Norfolk Southern over that railroad’s disastrous 2023 derailment in eastern Ohio want residents to talk with them before deciding the historic deal isn’t enough.AP Photo/Gene J. Puskar, File

Shaw’s plan calls for keeping more workers on hand during a downturn to make sure the railroad is prepared to handle the eventual rebound in shipments once the economy recovers and continuing to invest in safety improvements to prevent derailments. He received the backing of the rest of rail labor, several key regulators and a number of the railroad’s customers.

“Norfolk Southern has persevered through several challenges over the last year. We have met every challenge and never lost sight of where we are taking our powerful franchise,” Shaw said. “We are keeping our promises and delivering tangible results, and there is more to do.”

Ancora had argued that Norfolk Southern should implement the industry standard Precision Scheduled Railroading operating model that is designed to minimize the number of workers, locomotives and railcars a railroad needs.

The Precision Scheduled Railroad operating model relies on running fewer, longer trains on a tighter schedule and switching cars between trains less often to streamline operations. Shaw had argued that running the railroad too lean would jeopardize the improvements in safety and service Norfolk Southern has seen since its disastrous February 2023 derailment in East Palestine, Ohio.

palestine norfolk southern
FILE – A black plume rises over East Palestine, Ohio, as a result of a controlled detonation of a portion of the derailed Norfolk Southern trains Monday, Feb. 6, 2023.AP Photo/Gene J. Puskar, File

Rail unions have said they believe Precision Scheduled Railroading has made the industry more dangerous and derailments more likely because inspections are so rushed and preventative maintenance may be neglected.

For now, Shaw and the Chief Operating Officer he just hired in March, John Orr, will have more time to prove their strategy will work. NS paid CPKC railroad $25 million to get permission to hire Orr. But if they don’t bring Norfolk Southern’s profit margins in line with the rest of the industry, their jobs could still be in jeopardy.

“Your CEO has missed earnings estimates for six quarters in a row and destroyed a town in our own state,” said Chadwick, whose firm is based in Ohio. “And if this underperformance continues, we will hold you accountable. But we will work with you for the mutual benefit of all stakeholders.”

Ancora wanted to hire former UPS Chief Operating Officer Jim Barber to be the railroad’s next CEO and former CSX railroad operating chief Jaimie Boychuk as the chief operating officer. Barber has said keeping more workers on hand during slower times is wasteful and compared it to UPS keeping all its seasonal workers it hires for the holiday season on the payroll year round.

The investors had projected their plan would cut more than $800 million in expenses in the first year and another $275 million by the end of three years. Ancora said say they didn’t plan layoffs, but wanted to use attrition to eliminate about 1,500 jobs over time.

Norfolk Southern has said it’s own plan to make the railroad more efficient would generate about $400 million in cost savings over two years and improve its profit margin. But analysts have said its profits might still lag behind the other major freight railroads because they are all working to get more efficient too.