Norfolk Southern fires CEO Alan Shaw after affair with legal chief
Norfolk Southern CEO Alan Shaw is out effective immediately and will be replaced by finance chief Mark George.
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Norfolk Southern former Chief Executive Alan Shaw testifies during a Senate Commerce, Science and Transportation Committee hearing titled "Improving Rail Safety in Response to the East Palestine Derailment" in Washington, March 22, 2023.
Evelyn Hockstein | Reuters
Norfolk Southern's board announced Wednesday that it had fired CEO Alan Shaw after determining he engaged in a consensual relationship with legal chief Nabanita Nag. He will be replaced by finance chief Mark George.
The company said Nag would be terminated as well, based on the board's preliminary investigation.
CNBC first reported on the board probe Sunday, and followed with a report on Wednesday that Nag was a focus of the investigation. The company said Shaw had been fired for cause, and in a regulatory filing Thursday said he would not receive his bonus or outstanding equity.
"I am honored to take on this role and lead Norfolk Southern," George said in a press release. Shaw did not immediately respond to a request for comment. George will receive a base salary of $1 million annually and is eligible for a full-year bonus of up to $2.25 million. He will also be immediately granted an incentive award valued at $4 million and is eligible for an up to $10 million long-term incentive.
George has served as Norfolk Southern's CFO for nearly five years and was integral to the company's efforts to stave off activist investor Ancora. He previously served for two decades in senior finance roles at Otis Elevator and United Technologies.
Shaw's abrupt ouster comes just days after the company began probing his relationship with Nag, who had been Norfolk's chief legal officer since 2022. The probe took on a new intensity after the board publicly acknowledged it. CNBC first reported that the board was considering George as a replacement for Shaw.
The decision to appoint George as permanent CEO was made unanimously, the company said. Still, it isn't immediately clear why the board, which includes three directors elected on Ancora's slate, moved to make it a permanent posting rather than a temporary one.
Norfolk Southern CFO Mark George, pictured here, prior to his taking the CEO role at the company
Courtesy: NSCORP
"The Board has full confidence in Mark and his ability to continue delivering on our commitments to shareholders and other stakeholders," Chairman Claude Mongeau said in the statement.
A representative for Ancora didn't respond to a request for comment.
The company announced that Jason Zampi would serve as interim CFO. Jason Morris, meanwhile, will serve as interim corporate secretary.
