Because when your trains aren't smashing, your executives apparently are
One would think that the guy running Norfolk Southern would be fully focused on keeping things on the rails after its 2023 East Palestine disaster and a bruising proxy fight from activist investors. But it turns out that CEO Alan Shaw might have been a little distracted by railing his chief legal officer, Nabanita Nag.
It’s another version of the classic story: CEO gets caught having an inappropriate sexual relationship with the one person who’s supposed to ensure he isn’t doing exactly that. In fact, as corporate secretary, Nag was one of the company’s main info conduits to the board of directors, so Norfolk’s entire leadership might’ve been snoozing while things got busy in the caboose… so to speak.
The railroad giant now finds itself at the mercy of Mark George, its finance chief, who’s stepping up to fill the CEO role after what can only be described as an organizational train wreck of the highest order.
WHAT HAPPENED
After opening an investigation into Shaw’s alleged pants-down time last week, Norfolk Southern didn’t waste any time. On Wednesday, the company announced that Shaw is out “effective immediately” after the board determined he had an inappropriate (but consensual!) relationship with Nag who’s also out the door. George is now stepping in to take over as CEO while the board is busy patting itself on the back for “acting swiftly.” Everyone else is left wondering how the people running a $57 billion railroad didn’t see this coming.
The timing couldn’t be worse for Norfolk Southern, which is already dealing with the fallout from the Ohio train wreck, lawsuits galore, and pressure from activist investors like Ancora, which has been dying for a reason to dump Shaw and shake up the leadership team. Spoiler alert: they got one.
WHY IT MATTERS
Shaw took the top job in May 2022 after 27 years at the company across marketing, finance, and operations and was seen as a key figure in burnishing Norfolk Southern’s image as a progressive culture changer. And now he just got booted for sleeping with the person in charge of enforcing the company’s conduct policies. If irony were a commodity, Norfolk Southern would be Glencore.
This scandal is just the latest in a series of disasters for Norfolk Southern. First, we had the actual train wreck in East Palestine, Ohio, back in February 2023. Remember that one? A 150-car-long Norfolk Southern freight train carrying toxic chemicals derailed, spilling vinyl chloride and causing a controlled burn that released carcinogens into the air. It was a public health and environmental disaster of the highest order. The EPA swooped in, Congress held hearings, and Norfolk Southern suddenly became the poster child for “How NOT to Run a Company.”
Alan Shaw was supposed to be the guy to steer Norfolk Southern out of that mess—smooth things over with the regulators, reassure the public, and put a new face on the company’s damaged reputation. Instead, Norfolk Southern was slammed for prioritizing $10 billion in stock buybacks over something as basic as, you know, train maintenance. Shaw not-so-cleverly sidestepped tough questions about the company’s role in supporting the 2017 rollback of Obama-era safety regulations—specifically ECP brakes, which might have helped avoid this kind of catastrophe. Oh, and there’s also the little detail about Norfolk Southern pushing back on a rule that would require more than one person to operate a freight train.
Now, amidst the ongoing cleanup in East Palestine, lawsuits from angry Ohio residents, and a federal investigation into Norfolk Southern’s safety practices, Shaw gets to pack his bags amid a scandal of his own making. It’s almost impressive how he managed to turn one of the biggest PR disasters in modern rail history into his own personal dumpster fire.
With Mark George stepping in as CEO, investors are wondering if the CFO is ready to handle this level of chaos. Sure, he’s been at Norfolk Southern for nearly five years and was key in fending off activist investors like Ancora. But being good with numbers doesn’t mean you’re ready to run a train company in crisis mode especially when that company has been lurching from one disaster to the next.
Labor leaders, who have already been skeptical of Shaw’s leadership, are now dealing with a new situation. A leadership shakeup like this means there’s even less clarity on where Norfolk Southern is heading. And let’s not forget the board. They hired Shaw, missed (or ignored) the red flags, and now they’re scrambling to clean up the mess. Activist investors have to be salivating at the thought of calling for even more heads to roll.
WHAT'S NEXT
Let’s not forget the looming lawsuits and activist battles. Ancora has been itching for an excuse to push for a full-scale overhaul of Norfolk Southern’s leadership, and Shaw just handed them a golden ticket. Expect them to ramp up the pressure in the coming weeks, potentially pushing for more changes at the top.
George will also have to navigate Norfolk Southern’s relationship with regulators. After the East Palestine disaster, the company’s credibility took a nosedive, and this scandal only complicates things further. How do you assure regulators you’re cleaning up your act when your CEO just got axed for conduct violations?
Speaking of which, if Shaw thinks packing up his office will be the end of this mess, he might want to take a look at what happened to Steve Easterbrook. The former McDonald’s was fired in 2019 for inappropriate relationships, and still ended up with a multi-million-dollar severance package, at least until McDonald’s found out there were more skeletons in the closet and sued him for misleading investors and the board. The S.E.C. got involved and hit him with a five-year ban from serving as a public company executive, plus a $400,000 fine. Not exactly a "happy meal" ending.
So, what does that mean for Shaw? Well, Norfolk Southern’s board may have acted quickly in firing him "for cause," but if it turns out they missed—or ignored—key details about Shaw’s relationship, this scandal could escalate. The S.E.C. has been all about transparency and disclosure lately, especially when it comes to CEOs who mislead investors. If they decide Norfolk Southern wasn’t fully transparent with its shareholders, Shaw could face more than just an embarrassing exit. We’re talking potential fines, a ban on serving as an executive, or even lawsuits to claw back any golden parachute he might get.
And Norfolk Southern itself? They’re not off the hook either. If the S.E.C. decides to make an example of Shaw, the company could find itself under scrutiny for what they did—or didn’t—disclose to investors. Just like McDonald’s cooperated to avoid penalties, Norfolk Southern’s next move will likely be full cooperation to avoid becoming the S.E.C.’s latest corporate cautionary tale.
Oh, and the company is going to need a new lawyer.