The company said the board of directors terminated Alan H. Shaw, President and Chief Executive Officer, for Cause, effective immediately, on September 11, 2024. The company said independent counsel's ongoing investigation found in preliminary findings that Shaw violated company policies by engaging in a consensual relationship with the Chief Legal Officer. The company said the conduct relates to its strategy, financial performance, reporting and internal controls.

1. 01

   The company said the board of directors terminated Alan H. Shaw, President and Chief Executive Officer, for Cause, effective immediately, on September 11, 2024. The company said independent counsel's ongoing investigation found in preliminary findings that Shaw violated company policies by engaging in a consensual relationship with the Chief Legal Officer. The company said the conduct relates to its strategy, financial performance, reporting and internal controls.

2. 02

   Norfolk Southern said Mark R. George, Executive Vice President and Chief Financial Officer, was appointed President and Chief Executive Officer, joined the Board and became a member of the Executive Committee, all effective immediately. The company said the Board appointed him by unanimous vote of the independent directors.

3. 03

   The company said George's annual base salary will be $1,000,000 and his annual incentive opportunity will be 225% of base salary. It said his equity incentive award has a grant date value of $4,000,000, with 50% in time-based restricted stock units and 50% in non-qualified stock options. The restricted stock units vest, and the stock options earn out, in 3 equal installments each.

4. 04

   Norfolk Southern said Jason A. Zampi, Senior Vice President Finance & Treasurer, was immediately appointed Acting Chief Financial Officer. It said his annual base salary of $400,000 and annual incentive opportunity of 120% of base salary are unchanged. The company also said Nabanita C. Nag was immediately terminated from her roles, including Chief Legal Officer.

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AI summarized the filing and translated the summary into English; it may differ from the original. For reference only, not investment advice. AI translated the published Korean report into English. Figures are copied as filed, not recalculated.

Original filing

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