TRANS Ancora Accelerates NS (Norfolk Southern) Takeover Attempt

Countrymouse

Country exile in the city
Seems Norfolk Southern's version of "faster/cheaper/better" that led to the Ohio disaster (just as NASA's trying this led to the Challenger disaster) is about to land them in the can--(garbage can, that is). NOTE: some of the article repeats itself, as it is an "update" to an earlier posting. FULL article too long for one post--see link for full article, which has charts, diagrams, and tables by Ancora to prove their case that NS has mismanaged the railroad and the stockholders need to let them take over.


Ancora Accelerates NS Takeover Attempt (Updated)​



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Ohio-based Ancora Holdings Group, LLC, with affiliates and other participants—collectively called the “Investor Group”—on Feb. 20 launched a formal takeover attempt of Norfolk Southern, announcing eight prospective board members, a new CEO and a new COO.

Claiming that it will be able to drive NS’s share price by about 65% to $420 (as of 2:00 PM EST on 2/20/2024 it was trading at approximately $255), Ancora, which recently acquired a $1 billion-plus equity stake in NS, launched a blistering attack on the Class I and current CEO Alan Shaw. There’s a website, www.MoveNSCForward.comwith downloadable presentations, among which are ones titled The Case for Leadership, Safety and Strategy Changes at Norfolk Southern (download below) and Network of the Future Strategy.

The-Case-for-Leadership-Safety-and-Strategy-Changes-at-Norfolk-Southern-February-2024Download

Ancora is proposing former United Parcel Service (UPS) COO James Barber Jr. as CEO and board member, and career railroader Jamie Boychuk, who until Aug. 4, 2023 was Executive Vice President Operations at CSX, as COO. Both are described as “proven leaders with operational and railroad industry expertise necessary to move Norfolk Southern forward” (bios below).

In addition to Barber, Ancora’s director slate includes Betsy Atkins, William Clyburn Jr., Nelda Connors, Sameh Fahmy, John Kasich, Gilbert Lamphere and Allison Landry (bios below). The octet has, according to Ancora, “deep experience in governance, finance, legislative and regulatory affairs, strategic transformations, transportation and the railroad sector.”

Ancora pulled no punches in attacking NS, saying, “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 CEO, 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 CEO. 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.”

Ancora has established an LLC, “Ancora Alternatives LLC” that intends, with its other participants, file a preliminary proxy statement and accompanying “BLUE” universal proxy card with the Securities and Exchange Commission to solicit proxies for the election of its slate of director nominees at the NS’s 2024 annual meeting of shareholders. The other participants in the proxy solicitation are currently anticipated to be Ancora Catalyst Institutional, LP, Ancora Merlin Institutional LP, Ancora Merlin LP, Ancora Catalyst LP, Ancora Bellator Fund LP, Ancora Impact Fund LP Series AA, Ancora Impact Fund LP Series BB, Ancora Family Wealth Advisors, LLC, Inverness Holdings LLC, Frederick DiSanto, Betsy Atkins, James Barber Jr., William Clyburn Jr., Nelda Connors Sameh Fahmy, John Kasich Gilbert Lamphere and Allison Landry.

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.

Ancora is proposing former United Parcel Service (UPS) COO James Barber Jr. as CEO and board member, and career railroader Jamie Boychuk, who until Aug. 4, 2023 was Executive Vice President Operations at CSX, as COO. Both are described as “proven leaders with operational and railroad industry expertise necessary to move Norfolk Southern forward” (bios below).

In addition to Barber, Ancora’s director slate includes Betsy Atkins, William Clyburn Jr., Nelda Connors, Sameh Fahmy, John Kasich, Gilbert Lamphere and Allison Landry (bios below). The octet has, according to Ancora, “deep experience in governance, finance, legislative and regulatory affairs, strategic transformations, transportation and the railroad sector.”





Ancora has established an LLC, “Ancora Alternatives LLC” that intends, with its other participants, file a preliminary proxy statement and accompanying “BLUE” universal proxy card with the Securities and Exchange Commission to solicit proxies for the election of its slate of director nominees at the NS’s 2024 annual meeting of shareholders. The other participants in the proxy solicitation are currently anticipated to be Ancora Catalyst Institutional, LP, Ancora Merlin Institutional LP, Ancora Merlin LP, Ancora Catalyst LP, Ancora Bellator Fund LP, Ancora Impact Fund LP Series AA, Ancora Impact Fund LP Series BB, Ancora Family Wealth Advisors, LLC, Inverness Holdings LLC, Frederick DiSanto, Betsy Atkins, James Barber Jr., William Clyburn Jr., Nelda Connors Sameh Fahmy, John Kasich Gilbert Lamphere and Allison Landry.

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.

PROPOSED MANAGEMENT TEAM BIOS
Jim-Barber.jpg

James Barber Jr. is a former executive in the shipping and logistics industry credited with “a 35-year track record of growth and significant experience in operations, supply chain, strategic planning, employee relations and risk management, leading much of UPS’s growth, including mature and emerging international markets, and reaching scores of effective labor agreements through constructive negotiations, while overseeing lauded safety initiatives in both the Ground network and the UPS airline.” He spent 35 years at UPS, most recently serving as COO and President from 2018 to 2020, with prior leadership roles in UPS’s domestic and international business units as well as in supply chain solutions, including both Global Freight Forwarding and Coyote Logistics. Barber is board member at C.H. Robinson Worldwide, Inc., where he serves on the Audit Committee and is an SEC “Audit Committee Financial Expert,” and U.S. Foods Holding Corp.), where he serves on the Compensation and Human Capital Committee.

Jamie-Boychuk.jpg

Jamie Boychuk is a carer railroader “with the safety record and scheduled railroading acumen needed to help turn around Norfolk Southern.” He previously served as Executive Vice President of Operations at CSX, where he is credited with “leading a variety of operational initiatives during a period in which the railroad improved performance across all operating metrics and unlocked significant value for shareholders. He worked directly with industry legend Hunter Harrison, and 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 him his role in the implementation of scheduled railroading.” Previously, Boychuk spent nearly two decades at CN, where he held operations roles of increasing responsibility and seniority.”

“If elected, our slate intends to make every effort to appoint Barber CEO and Boychuk COO as expeditiously as possible,” Ancora said.

NS RESPONDS​

“The Norfolk Southern Board and management team are committed to acting in the best interests of the company and our shareholders.

“As we consider all opportunities to enhance shareholder value, the perspectives of our shareholders are important to us. Since receiving Ancora’s nominations, members of both the board and management team have held multiple discussions with representatives of Ancora to better understand their views and communicate Norfolk Southern’s perspectives on the execution of our strategy. At Ancora’s request, and in accordance with the board’s normal process, members of the Governance and Nominating Committee and the board carefully evaluated and interviewed all of Ancora’s nominees.

“Board refreshment is integral to effective corporate governance, and we seek to ensure that our directors have the appropriate skills and experience to oversee our strategy and its execution. The Norfolk Southern Board is composed of highly qualified, independent directors. Each brings expertise in areas relevant to our business.

“The Norfolk Southern Board has maintained an ongoing process of refreshment, with six directors appointed to the board in the past five years. Since the 2023 Annual Meeting, the board has done and continues to do considerable work to evaluate new, independent director candidates. In July 2023, our newest independent directors, Admiral Philip Davidson, U.S. Navy (Ret.) and Francesca DeBiase, joined the board. Already, they have added significant operations experience and fresh perspectives on safety, supply chain integration, and sustainability.

“Concurrent with those appointments, we announced that current directors Mitchell Daniels, Jr. and Michael Lockhart will retire from the board following our 2024 Annual Meeting. As part of the board’s succession planning process, Norfolk Southern also announced the appointments of current directors Christopher Jones as Chair of the Safety Committee, succeeding Lockhart; and Jennifer Scanlon as Chair of the Governance and Nominating Committee, succeeding Daniels. Jones’ appointment became effective September 1, 2023, and Scanlon’s will become effective at or before “Daniels’ retirement.

“The board continues to oversee management’s successful execution of our strategy to balance safe and reliable service, continuous productivity improvement, and the pursuit of smart, sustainable growth. We are making disciplined investments in resiliency while driving efficiency, all to position our business to secure growth and strong incremental margins as the market recovers.
“Coming out of the COVID pandemic, we dramatically improved our safety metrics and service product in each of the past two years. In fact, Norfolk Southern delivered record annual revenue in 2022. Indeed, we delivered our best intermodal service in over three years in fourth quarter 2023 and grew volumes in intermodal, which is our most service-sensitive business, by 5% on a year-over-year basis. We also significantly improved train velocity and dwell in fourth quarter 2023, with both metrics reaching their best levels in several years. We achieved these improvements despite the network disruptions we experienced last year.
“While there is more work to do to recover from the short-term impacts to margins, customers are seeing our progress. They recognize our commitment to delivering consistent, reliable service and are awarding us new business. We are now implementing the same Scheduled Railroading operating principles that improved velocity and resilience in our intermodal network across our merchandise network, which accounts for 2/3 of our train starts. As we do so, we will reduce variability, complexity, and cost. That is our strategy in action.

“With our balanced approach based on the operating principles of Scheduled Railroading, we are committed to delivering top-tier revenue and earnings growth at industry-competitive margins. We remain confident in our ability to further grow volumes, improve service, and deliver long-term value for Norfolk Southern as well as our shareholders and customers.

“Since day one following the East Palestine derailment, members of the Norfolk Southern team have been on the ground working with members of the community, elected officials, and government agencies to support affected residents and businesses. We are proud of our response in East Palestine and the relationships we’ve built throughout the community. Norfolk Southern is making it right, delivering on our promises to fully and safely remediate the site and ensuring East Palestine and the surrounding communities thrive for the long-term.

“More broadly, we are building upon our strong safety culture and furthering our performance. We are continuing to implement our six-point safety plan, installing cutting-edge digital train inspection portals, and incorporating feedback from our labor leaders. In September 2023, Norfolk Southern’s independent safety consultant, Atkins Nuclear Secured, released its first report, which was shared with all 20,000 of our employees. Thanks to these efforts and others, we achieved a dramatic 42% reduction in our mainl ine accident rate year-over-year in 2023.

“The board regularly evaluates its composition and will continue its careful review of Ancora’s nominees with a focus on advancing our goal of building the safe, reliable, and resilient railroad our customers and shareholders expect. The board will present its formal recommendation on the nominees in the company’s definitive proxy statement, which will be filed with the Securities and Exchange Commission and mailed to all shareholders eligible to vote at the 2024 Annual Meeting. The date of the company’s 2024 Annual Meeting has not yet been announced. Norfolk Southern shareholders are not required to take any action at this time.
“The Company intends to file a proxy statement on Schedule 14A and WHITE proxy card with the SEC in connection with the solicitation of proxies for its 2024 Annual Meeting of Shareholders.”



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Tags: Ancora Holdings Group LLC, Breaking News, Norfolk Southern

 
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Countrymouse

Country exile in the city
I kind of hope they DO take it over. My son and I have seen with our own eyes, here in the Atlanta area, the reduction in quality, and have heard with our own ears (via his 'listening in' on RR broadcasts via his scanners) the ridiculous new 'standards' that do NOTHING to enhance performance and everything to aggrandize self-important (usually DEI hires) 'dispatchers' who are far more concerned over whether the engineers "disrespect" them by not repeating back word-for-word everything they say (one of NS's new rules since they moved the HQ to Atlanta) than they are about real safety and LISTENING to what the EXPERIENCED guys on the front lines--driving those trains--tell them (as Ohio proved).

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Countrymouse

Country exile in the city
Here's part of the (long) PDF that can be seen at the link in the OP, where Ancora rehearses the failings of current Norfolk Southern leadership. The parts I have bolded are the things that my son and I have seen/heard first-hand from his history/observance of the operations of the RR as a railfan.
(my apologies for the choppy layout; it was copied from a formatted document and it would not allow me to completely correct the formatting in all areas)

The Problem:
Ineffective Management, Failed Strategy,
Lax Oversight and Absent Accountability


The Case for Leadership, Safety & Strategy Changes at Norfolk Southern

Mr. Shaw has put in place an unneeded, untried and wildly expensive growth strategy based on driving increased low margin intermodal business with an operational design that has proven detrimental to earnings and ROIC.

• Given an opportunity to refine Norfolk Southern’s strategy under
the leadership of a new CEO, the Board instead concluded its
search process by appointing a 30-year Company insider who
lacks operational expertise and a strong record.
• Mr. Shaw has repeatedly deemphasized productivity
improvements and, ultimately, profitability to the detriment of
shareholders.
• Mr. Shaw’s Thoroughbred Operating Plan | Service Productivity
Growth (“TOP|SPG”) approach is not supported by a growth-
oriented track record given that Mr. Shaw was not able to execute
on growth as CMO.
• NSC had a highly detailed plan intended to implement Precision
Scheduled Railroading (“PSR”) with its TOP-21 operating
philosophy. The plan was beginning to take shape in 2020, 2021
and part of 2022 with demonstrable results until Mr. Shaw
reversed key elements of the plan.
• Mr. Shaw was paid more than $10.4 million in 2022 for Norfolk
Southern’s subpar results; the CEO of CSX was paid $9.3 million
for better results under virtually identical circumstances.1 Excess
compensation for inferior performance has created an incentive
for management that is backwards.

Mr. Shaw Is One of the Top-Paid Railroad CEOs Despite
Overseeing the Industry-Worst Operating Ratio



The Board’s Appointment and Supervision of Mr. Shaw Demonstrates Poor Judgment

The Case for Leadership, Safety & Strategy Changes at Norfolk Southern 22
NBC News article; The Hill article; CNN article; Associated Press article; CNN Business article; NBC News article; The Independent article; The Hill article; The Ohio Star article.
Mr. Shaw’s Response to the East Palestine Tragedy Was Abysmal

The Case for Leadership, Safety & Strategy Changes at Norfolk Southern 23
• The TOP-21 operating strategy was released at an Investor Day in February 2019, at which time Norfolk Southern laid out an OR target of 60% by 2021.
• TOP-21 was based on responsible PSR principles with demonstrable results in 2020, 2021 and part of 2022 until Mr. Shaw reversed key elements of the plan.
• Mr. Shaw’s TOP SPG strategy is essentially a reversal of TOP-21 and was designed to build up expenses in weak times to increase profits in good times.
• Building up expenses is unneeded.
• The strategy is ill- conceived, has never been tried, increases cyclicality that shareholders dislike and uses incremental margins as a
criterion to accelerate growth that shows topline results but destroys the bottom line and ROIC.
• Industry-leading OR target is incompatible and unachievable with emphasis on intermodal to the detriment of merchandise on-time delivery.
• Under Mr. Shaw’s leadership, financial targets have fallen short of investor expectations and Norfolk Southern continues to underperform relative to peers.

The LT guidance does not necessarily indicate urgency. We called
out NSC’s LT guidance post their 2022 Investor Day as being
relatively modest in ambition (at least relative to expectations) and
mgmt… A 450 bp (high end of guidance) improvement over 3 years,
does not get NSC back to where their peers are today (or indeed
where NSC itself was a year ago), and peers will surely continue to
improve OR… in the coming years.

- Jan. 29, 2024
Even excluding the Ohio derailment, the company's OR is
below industry peers as the company invests in service to
enable growth as demand eventually recovers. While
resiliency could be the right long-term move for the
company, it means NS will be more sensitive to soft
volumes, and, more importantly, generate margins below
the peer group.

- Oct. 25, 2023
Mr. Shaw Has a Flawed Strategy, Which His Team Cannot Even Execute

The Case for Leadership, Safety & Strategy Changes at Norfolk Southern 24
• Norfolk Southern has the same fundamental strategic objectives as every rail:
• Reliable, on-time service.
• Highest growth possible.
• Deliver service in both weak and strong markets.
• No shortage of trained people or equipment in peak times when markets cycle upwards.
• However, Norfolk Southern under Mr. Shaw promised a new rail strategy to achieve these goals:
• Abrupt shift in 2022 from PSR principles to the opposite of PSR and described as the “resiliency model.”
• Carry higher resources / costs (i.e., manpower, locomotives and cars) at all times with the objective of picking up extra market
share from under-resourced trucks and rail competitors when market conditions move from slow to robust.
• The market share gain would generate profits substantially in excess of the increased costs.
• Emphasize and accelerate intermodal growth over merchandise by changing 180 of 200 train schedules during 2023 and
changing the composition of a substantial portion of merchandise car consists away from point of origination, enroute or near
customers to blocking at flat classification yards and reopened hump yards, such that the tracks are clear of congestion caused
by merchandise permitting intermodal trains to reach their destination unimpeded.

• Use incremental margins to decide whether to onboard a piece of new business if it is accretive to Norfolk Southern’s overall OR
(currently 68%).
• Use of these boarding criteria would enable faster intermodal growth.
• Do not use OR as an objective.

Mr. Shaw’s TOP|SPG Strategy Explained

The Case for Leadership, Safety & Strategy Changes at Norfolk Southern
• Despite such excess resources, Norfolk Southern’s operation is unable to handle current trough volumes as measured by inferior trip plan compliance metrics, the large number of cars online, the mediocre 72% on-time arrival record, the high ratio of cars online to carloads, the large number of cars kept waiting 48 hours or more for crews or power, the high recrew rate, etc.
• Leadership has enacted erratic changes of yard missions between car classifications at points of origin versus centralization in major yards. Result is NSC cars are switched 2.6x on average vs CSX at 1.3x.
• Adding more assets – labor, locomotives and freight cars – to deal with delays and wait times, on an already congested system

(highlighted as an objective by Mr. Shaw repeatedly) leads only to more congested lanes.
• A pricing and operation design strategy enabling intermodal to grow at an accelerated rate will lead to even further congestion since 3-4 intermodal carloads are needed to equal profits of 1 merchandise carload.
• Favoring intermodal over merchandise by the operational configuration of using yards increases the number and higher probability of missed connections and delays, hence damaging the Company’s lower growth but higher margin base business, which tends not to move back and forth to truck as readily as intermodal.
• Heavy use of yards: without tight yard management and best-in-class operating metrics, these are expensive, difficult to manage
internally necessitating exceedingly high external connections that become choke points.
• Leadership has enabled a culture that lacks intensity, a lack that is amplified by tolerance to surplus resources and a lack of accountability. That culture and associated lack of discipline translate into operational and safety deficiencies as demonstrated by the ineffective response to the East Palestine derailment.

• Use of “accretive to the OR” and “incremental margins” underpinning intermodal growth strategy is tantamount to taking on volume that does not cover its own fully- allocated costs and, worse, is eating up network capacity. If capacity is viewed as “free,” the network will
face continual congestion and consequently higher capex.

Why TOP|SPG (the “Resiliency Model”) Is Flawed

The Case for Leadership, Safety & Strategy Changes at Norfolk Southern
• Rather than benchmarking Norfolk Southern’s performance against other Class I railroads, the Board is looking forward to contrasting 2024’s results with 2023’s underwhelming achievements.
• The Board has not held management accountable for failing to provide consistent quantitative metrics against which to
track Norfolk Southern’s progress relative to peers.
• At the 2019 Investor Day, Norfolk Southern introduced several metrics that have since disappeared from management’s
reporting under Shaw.

The Board Has Sat Idle While Norfolk Southern’s Accident Rate Rises –
Despite Mr. Shaw’s Strategy Promising Safety Improvements
The Board Has Allowed Management to Abandon Operating Targets Without Consequence
Norfolk Southern lays out a 60% operating ratio target to reach by 2021.
December 2019 February 2022
Mr. Shaw reverses track, stating that “reducing OR is not our singular focus.”
Source: FRA Norfolk Southern Safety Assessment.
Yet the Board Is Focused on “Saving Face” – Not Course Correcting
 
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