Investor Group Announces Slate of Highly Qualified, Independent Director Candidates and Proposed Management Team for Norfolk Southern Corporation
Ohio-based Ancora Holdings Group, LLC, its affiliates and the other participants in its solicitation (collectively, the "Investor Group" or "we"), who collectively own a large equity stake in Norfolk Southern Corporation (NYSE: NSC) ("Norfolk Southern" or the "Company"), today announced the nomination of eight highly qualified, independent candidates (the "Investor Slate") for election to the Company's Board of Directors (the "Board") at the 2024 Annual Meeting of Shareholders (the "Annual Meeting"). In addition, the Investor Group announced it has identified a proposed management team that includes transportation network leader Jim Barber, Jr. as Chief Executive Officer and lifelong railroad operator and turnaround expert Jamie Boychuk as Chief Operating Officer. To learn more about the Investor Slate and proposed management team, download a copy of the Investor Group's presentation, entitled The Case for Leadership, Safety and Strategy Changes at Norfolk Southern, at www.MoveNSCForward.com.
The Investor Group commented:
"Norfolk Southern, which has exceptional rail workers and the country's best customers, has suffered for years due to its Board's poor decisions with regard to the Company's leadership, safety priorities and strategy. Since the Board announced its appointment of Alan Shaw as Chief Executive Officer, Norfolk Southern's status as the worst Class I railroad has been solidified by leadership delivering industry-worst operating results, sustained share price underperformance and a tone-deaf response to the devastating East Palestine, Ohio derailment. The future looks equally bleak under Mr. Shaw, who has drawn the condemnation of policymakers and the skepticism of underwhelmed analysts and shareholders.
In recent months, we engaged in good faith and shared a data-centric, facts-based case for meaningful change with Norfolk Southern's Board. We privately conveyed, on several occasions, that Mr. Shaw's strategy is equal parts unambitious and impractical (despite somehow having the unanimous backing of the Board). Moreover, we privately showed that Mr. Shaw's background as a 30-year insider with a poor record of driving growth through marketing roles renders him unfit to get a second chance as Chief Executive Officer. We even met with Mr. Shaw in hopes of having him change our view. While all this was going on, however, Norfolk Southern was sending its private jet to Washington, D.C. so executives could pursue the support of regulators and the Company started requesting public support from customers as part of its planned fight against us.
The bottom line is that it is time to actually move Norfolk Southern forward. Moving ahead starts with identifying the right destination. Our slate and proposed management team believe they have the experience and strategy required to turn Norfolk Southern into a safer, more sustainable railroad that is growing profitably while also yielding more stability for customers and employees. As shown in our presentation, this is a far cry from where Norfolk Southern stands today under Mr. Shaw and his loyal backers in the boardroom. In the coming weeks, we look forward to sharing a second presentation that focuses on our 100-day transition plan and the details of our reliable network strategy that will leverage Norfolk Southern's existing assets and people to get the organization to the right destination. We will show that a better day is in reach ? one that includes enhanced value for customers, communities, employees and shareholders."
INVESTOR SLATE BIOS
Betsy Atkins
Ms. Atkins is a corporate governance expert and three-time CEO with experience in capital allocation, transformations and strategic planning.
- CEO and Founder of Baja Corporation, a venture capital firm focused on software, technology, energy and digital transformation.
- Member of the boards of directors of SL Green Realty (NYSE: SLG), SolarEdge Technologies (Nasdaq: SEDG), Enovix Corporation (Nasdaq: ENVX), Wynn Resorts (Nasdaq: WYNN), Rackspace Technology (Nasdaq: RXT) and GoPuff.
- Former CEO and Chair of SaaS Company Clear Standards, an energy management and sustainability software company, CEO and Chair of NCI, a functional food/nutraceutical company, and CEO of Key Supercomputer Labs, which delivers technology-driven seismic analytics and sustainability insights.
- Previously served on the board of directors of companies that include Covetrus, Schneider Electric, HD Supply and Volvo Car Corporation.
Jim Barber, Jr.
Mr. Barber is a shipping and logistics industry veteran with experience in finance, strategic planning and risk management at one of the country's largest railroad customers.
- Previously spent 35 years at United Parcel Service, Inc. (NYSE: UPS), most recently serving as COO and President from 2018 to 2020.
- Previously held leadership roles in UPS' domestic and international business units as well as in supply chain solutions, including both Global Freight Forwarding and Coyote Logistics.
- Member of the boards of directors of C.H. Robinson Worldwide, Inc. (Nasdaq: CHRW), where he serves on the Audit Committee, and U.S. Foods Holding Corp. (NYSE: USFD), where he serves on the Compensation and Human Capital Committee.
- Audit Committee Financial Expert, as defined by the U.S. Securities and Exchange Commission.
William Clyburn, Jr.
Mr. Clyburn is a former railroad regulator with 30 years of experience in all three branches of the U.S. government.
- Principal at Clyburn Consulting, which advises transportation and telecommunications companies on governmental issues and processes.
- Previously facilitated constructive dialogue and remediation efforts between Norfolk Southern and community stakeholders following the January 2005 derailment in South Carolina.
- Previously spent 30 years working in Washington, D.C., including as the Commissioner and Vice-Chairman of the U.S. Surface Transportation Board and a senior advisor to two U.S. Senators.
- Previously worked as a law clerk for the Honorable Rodney A. Peeples, Circuit Court Judge for the Second and Ninth Circuits of South Carolina.
Nelda Connors
Ms. Connors is a former automotive industry executive with operations, engineering, risk management, human resources and financial expertise.
- CEO and Founder of Pine Grove Holdings, a privately held investment company.
- Serves on the boards of directors of Baker Hughes (Nasdaq: BKSR), Zebra Technologies (Nasdaq: ZBRA) and Otis Worldwide (NYSE: OTIS), and as an advisor to Nissan North America and Vibracoustic.
- Previously spent 25 years working in the automotive industry, including as President and CEO of Atkore International (NYSE: ATKR), which spun out from Tyco International, and in executive roles at Eaton Corporation (NYSE: ETN), Ford Motor Company (NYSE: F) and Stellantis North America (formerly, Chrysler Corporation).
- Previously served as a Class B director of the Federal Reserve Bank of Chicago.
Sameh Fahmy
Mr. Fahmy is a former Class I railroad and transportation industry executive with safety, supply management, engineering and mechanical experience.
- Former EVP of precision scheduled railroading at Kansas City Southern, where he led the implementation of KCS' precision scheduled railroading methodology, Optimization Consultant at CSX Corporation (Nasdaq: CSX), where he helped improve CSX's mechanical and engineering departments, and SVP at Canadian National Railway (NYSE: CN), where he oversaw the mechanical and engineering functions, improving their safety record, reducing expenses and train delays, increasing freight car and locomotive availability, and leading a four-year fuel efficiency drive.
- Previously worked at the Association of American Railroads and Amtrak.
- Previously served on the board of directors at Rumo Railway (BVMF: RAIL3), where he chaired the Operations Committee.
- Chartered Professional Accountant.
John Kasich
Mr. Kasich is a former Ohio governor and congressman with significant regulatory, legislative and executive policy experience.
- Former Governor of Ohio, where he significantly improved the state's business climate, reducing needless red tape and regulations, streamlining operations, creating a private economic development entity and overseeing cumulative surpluses of nearly $3 billion.
- Previously spent 18 years as a congressman, during which time he served as Chair of the House Budget Committee, a member of the Balanced Budget Committee and a member of the House Armed Services Committee. Former Republican candidate for the presidential nomination in 2000 and 2016.
- Former Managing Director in Lehman Brothers' investment banking division, where he helped companies secure the financial resources they needed to succeed and create jobs.
- Previously served on the boards of directors of Worthington Industries, Invacare and Instinet.
Gilbert Lamphere
Mr. Lamphere is a railroad and transportation industry veteran credited as the original financier of precision scheduled railroading, the strategy that revolutionized how freight railroads are run in the U.S. and Canada.
- Chairman of MidRail Corporation and Co-Founder of MidSouth Rail Corporation.
- Previously served on the boards of directors of Canadian National Railway (NYSE: CN), where he was Chair of the Finance Committee, and CSX Corporation (Nasdaq: CSX), where he was a member of the Operations Committee.
- Former Chairman of Illinois Central Railway, director of Florida East Coast Railway and director of Patriot Rail.
- Previously headed four operationally focused private equity firms and worked in the M&A division at Morgan Stanley (NYSE: MS).
Allison Landry
Ms. Landry is a former U.S. transportation and logistics sector equity research analyst with extensive expertise in corporate governance and compensation practices.
- Previously spent 16 years as the Lead Equity Research Analyst at Credit Suisse for the U.S. transportation sector, covering Class I railroads, trucking, parcel/air freight and logistics companies.
- Member of the board of directors of XPO (NYSE: XPO), where she is Chair of the Nominating, Corporate Governance and Sustainability Committee and a member of the Compensation Committee and Operational Excellence Committee.
- Member of the advisory board of Windrose Technology, which specializes in developing zero-emission heavy duty electric trucks.
- Former Senior Accountant at OneBeacon Insurance Company.
PROPOSED MANAGEMENT TEAM BIOS
Jim Barber, Jr.
Mr. Barber is a former leader in the shipping and logistics industry with a 35-year track record of growth and significant experience in operations, supply chain, strategic planning, employee relations and risk management.
- Previously served as the COO of UPS, one of the country's largest railroad customers and a $125 billion market value parcel carrier with a global network that generates more than $90 billion in sales annually.
- During his 35-year career at UPS, Mr. Barber held key leadership positions in UPS' Domestic and International business units, as well as in Supply Chain Solutions.
- Mr. Barber is credited with leading much of UPS' growth, including in both mature and emerging international markets.
- Has reached scores of effective labor agreements through constructive negotiations, while overseeing lauded safety initiatives in both the Ground network and the UPS airline.
- Current member of the board of directors of C.H. Robinson Worldwide, Inc. (Nasdaq: CHRW), a major logistics company, where he serves on the Audit Committee.
- Current member of the board of directors of U.S. Foods Holding Corp. (NYSE: USFD), a major food distributor, where he serves on the Compensation and Human Capital Committee.
- If elected, our slate intends to make every effort to expeditiously appoint Mr. Barber as CEO.
Jamie Boychuk
Mr. Boychuk is a lifelong railroader with the safety record and scheduled railroading acumen needed to help turn around Norfolk Southern.
- Previously served as Executive Vice President of Operations at CSX, where he led a variety of operational initiatives during a period in which the railroad improved performance across all operating metrics and unlocked significant value for shareholders.
- Mr. Boychuk, who worked directly with industry legend Hunter Harrison, also helped CSX amass a strong safety record and reduce burdens on rail workers.
- Upon his departure from CSX in 2023, the company publicly thanked Mr. Boychuk for "his role in the implementation of scheduled railroading."
- Previously, Mr. Boychuk spent nearly two decades at Canadian National Railway, where he held operations roles of increasing responsibility and seniority.
- If elected, our slate intends to make every effort to appoint Mr. Boychuk as COO as expeditiously as possible.
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About Ancora
Founded in 2003, Ancora Holdings Group, LLC offers integrated investment advisory, wealth management, retirement plan services and insurance solutions to individuals and institutions across the United States. The firm is a long-term supporter of union labor and has a history of working with union groups and public pension plans to deliver long-term value. Ancora's comprehensive service offering is complemented by a dedicated team that has the breadth of expertise and operational structure of a global institution, with the responsiveness and flexibility of a boutique firm. For more information about Ancora, please visit https://ancora.net.
Advisors
Cadwalader, Wickersham & Taft LLP is serving as legal advisor, with Longacre Square Partners LLC serving as communications and strategy advisor and D.F. King & Co., Inc. serving as proxy solicitor.
CERTAIN INFORMATION CONCERNING THE PARTICIPANTS
Ancora Alternatives LLC ("Ancora Alternatives") and the other Participants (as defined below) intend to file a preliminary proxy statement and accompanying BLUE universal proxy card (the "Proxy Statement") with the Securities and Exchange Commission (the "SEC") to be used to solicit proxies for, among other matters, the election of its slate of director nominees at the 2024 annual meeting of shareholders (the "2024 Annual Meeting") of Norfolk Southern Corporation, a Virginia corporation ("Norfolk Southern" or the "Corporation").
The participants in the proxy solicitation are currently anticipated to be Ancora Catalyst Institutional, LP ("Ancora"), Ancora Merlin Institutional, LP, ("Ancora Merlin Institutional"), Ancora Merlin, LP ("Ancora Merlin"), Ancora Catalyst, LP ("Ancora Catalyst"), Ancora Bellator Fund, LP ("Ancora Bellator"), Ancora Impact Fund LP Series AA ("Ancora Impact AA") and Ancora Impact Fund LP Series BB ("Ancora Impact BB") (each of which is a series fund within Ancora Impact Fund LP) (Ancora, Ancora Merlin Institutional, Ancora Merlin, Ancora Catalyst, Ancora Bellator, Ancora Impact AA and Ancora Impact BB, collectively, the "Ancora Funds"), Ancora Advisors, LLC ("Ancora Advisors"), The Ancora Group LLC ("Ancora Group"), Ancora Family Wealth Advisors, LLC ("Ancora Family Wealth"), Inverness Holdings LLC ("Inverness Holdings"), Ancora Alternatives, Ancora Holdings Group, LLC ("Ancora Holdings") and Frederick DiSanto (collectively, the "Ancora Parties"); and Betsy Atkins, James Barber, Jr., William Clyburn, Jr., Nelda Connors, Sameh Fahmy, John Kasich, Gilbert Lamphere and Allison Landry (the "Ancora Nominees" and, collectively with the Ancora Parties, the "Participants").
Ancora Alternatives, as the general partner and investment manager of each of the Ancora Funds, may be deemed to beneficially own in the aggregate 913,180 shares of the Corporation's common stock, $1.00 par value (the "Common Stock") held in the Ancora Funds (including the 123,500 shares of Common Stock underlying 1,235 American call options). Ancora Advisors, as the investment advisor to the separately managed account (SMA) of Ancora Advisors, may be deemed to beneficially own all of the 270 shares of Common Stock held in the Ancora Advisors SMA. Ancora Group, as the sole member of Ancora Advisors, may be deemed to beneficially own all of the 270 shares of Common Stock held in the Ancora Advisors SMA. Ancora Family Wealth, as the investment advisor to the Ancora Family Wealth SMAs, may be deemed to beneficially own all of the 9,847.28 shares of Common Stock held in the Ancora Family Wealth SMAs. Inverness Holdings, as the sole member of Ancora Family Wealth, may be deemed to beneficially own all of the 9,847.28 shares of Common Stock held in the Ancora Family Wealth SMAs. Ancora Holdings, as the sole member of each of Ancora Alternatives, Ancora Group and Inverness Holdings, may be deemed to beneficially own in the aggregate 923,279.28 shares of Common Stock held by the Ancora Funds (including the 123,500 shares of Common Stock underlying 1,235 American call options), the Ancora Advisors SMA and the Ancora Family Wealth SMAs. Mr. DiSanto, as the Chairman and Chief Executive Officer of Ancora Holdings, may be deemed to beneficially own in the aggregate 923,279.28 shares of Common Stock held by the Ancora Funds (including the 123,500 shares of Common Stock underlying 1,235 American call options), Ancora Advisors SMA and Ancora Family Wealth SMAs. The Ancora Parties beneficially own 923,279.28 shares of Common Stock in the aggregate (including the 123,500 shares of Common Stock underlying 1,235 American call options). Gilbert Lamphere owns 2,000 shares of Common Stock and Sameh Fahmy owns 3,000 shares of Common Stock. All of the foregoing information is as of the date hereof unless otherwise disclosed.
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