Norfolk Southern Corporation · NYSE:NSC
Norfolk Southern — Proxy Contest (February 2024)
32 slides from Norfolk Southern's proxy contest presentation, Feb 20, 2024
Slide 1: Pop-up Disclaimer
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Slide 2: Disclaimer (continued)
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Slide 4: Cautionary Statement Regarding Forward-Looking Statements
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Slide 5: Certain Information Concerning the Participants
the results of any revisions that may be made to any projected ~ results or forward-looking statements herein to reflect events or citcumstances after the date of such projected results or statements or to reflect the occurrence of anticipated or unanticipated events. Certain statements and informat
Slide 6: Ancora Funds and Nominees Participant Information
‘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’), Invemess Holdings LLC (“invemess Holdings”), Anco
Slide 7: Beneficial Ownership of Participants
Alternatives, Ancora Group and Inverness Holdings, maybe = deemed to beneficially own in the aggregate 923,297.28 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 Alternatives SMAs, the Ancora Advisors
Slide 8: Move NSC Forward
MOVE NSC » FORWARD MOVE FORWARD Ancora and the participants in its solicitation Believe Norfolk Southern's Board has failed to hold management accountable for sustained operational issues, safety lapses and share price underperformance. The case for immediate changes in leadership, safety and strate
Slide 9: Key Issues Norfolk Southern Faces Today
With the right Board, management and strategy, we believe Norfolk Southern can achieve its full potential as a safe, reliable and top-performing railroad for all stakeholders, Key Issues Norfolk Southern Faces Today INEFFECTIVE CEO haw is a 30-year insider lacks relevant experience and has a track r
Slide 10: Tone-Deaf Crisis Response
as od TONE-DEAF CRISIS RESPONSE FIND OUT WHY URGENT CHANGE IS Norfolk Southern’s insufficient NEEDED AT NORFOLK response to the East Palestine SOUTHERN derailment is the product strategy, poor accountability and a lack of leadership oversight Perspectives on the East Palestine Dérailment “ The way t
Slide 11: Perspectives on the East Palestine Derailment
Feedback For Noro Souther? We Want To Hea Frm Yu. Stay Updated Pease anonyme submit your vews or concems using the below form Naletht Flot your name and ema dress to stay your persona formation wil nt be saved updated, JMIOVE SC CR FORWARD 5 “ ‘Its Norfolk Southern’s responsibilty to keep its worker
Slide 12: Perspectives on the East Palestine Derailment
Perspectives on the East Palestine Derailment “ “think they've handled it teribly’ said Warren Buffett when ‘asked about Norfolk Southerris response to the East Palestine derailment. “They were tone deaf! ” Warren Buffett on Norfolk Southetn train derailment response: | think they handled itterribly
Slide 13: CEO with misplaced strategy and lacking operational experience
Norfolk Southern is being led by a CEO with a misplaced strategy and lacking operational experience. Under Mr. Shaws leadership, Norfolk Southern has underperformed its peers on every relevant ‘operating metric, translating to higher costs, lower profitability, inferior cash flows and reduced value
Slide 14: Operational stagnation under Mr. Shaw's strategy
Norfolk Southern has stagnated operationally under Mr. Shaw's ineffective strategy. ‘Mr. Shaw has failed to implement a proven strategy to turn around the Companys lagging operational performance. Instead, it has resulted in higher costs, a widening profit margin gap and a worsening ‘operating ratio
Slide 15: Board has failed to effectively oversee leadership
The Norfolk Southern Board has failed to effectively oversee leadership. The Board sat idle while Norfolk Southern’ accident rate continued to rise ~ despite Mr.Shaws strategy promising safety improvements, Cla Rails Accident Rate Comparison ‘The Board has not held management accountable or fling to
Slide 16: Insufficient response to the 2023 East Palestine derailment
The Company's insufficient response to the 2023 derailment in East Palestine, Ohio is a microcosm of Norfolk Southern’s failed strategy, insufficient accountability and lack of oversight of poor leadership. ‘THE WALL STREET JOURNAL Dead Fish, Contaminant Plume After the Ohio Train Derailment Put Nor
Slide 17: Proposed Directors
Proposed Directors Our fit-for-purpose slate brings necessary experience in governance, finance, legislative and regulatory affairs, strategic transformations, transportation and the railroad sector. Betsy Atkins (Ms. Atkins is a corporate governance expert and three-time CEO with experience in capi
Slide 18: William Clyburn, Jr. and Nelda Connors
William Clyburn, Jr. [Mr Clyburn is a former railroad regulator with 30 years of experience in all three branches of the U.S. government. Biosranby: Prncin! at you Consulting whin aavees taneprtation and telazommuniaton companies on ‘goverment sues ana pocestes Previous facitates const uct logue a e
Slide 19: Sameh Fahmy and John Kasich
‘Sameh Fahmy (Mr. Fahmy is a former Class I railroad and transportation industry executive with safety, supply management, engineering and mechanical experience. Biogtaphy: + Former EVP ot precision scneule aioacing at Kansas Cty Souter wherheled the implementation of KCS precision scheduled ralreac
Slide 20: Gilbert Lamphere and Allison Landry
Gilbert Lamphere (Me. Lamphere is a allroad and transportation industry veteran credited asthe original financier of precision scheduled railroading, the strategy that revolutionized how freight railroads are run in the U.S. and Canada, Biosranhy: + haan of aka Corprtion and Co-Founder ot MaSouh Ral
Slide 21: Proposed Management
Proposed Management Our CEO and COO candidates are proven leaders with operational and railroad industry expertise necessary to move Norfolk Southern forward. Jim Barber, Proposed CEO with Proven Ability to Deliver fj Network Operating Leverage and Reliability \ Mr. Barber has a track record of grow
Slide 22: Jamie Boychuk, Proposed COO
Jamie Boychuk, a Proven Railroad Operator and the Ideal Proposed COO Mr. Boychuk’s industry background and scheduled railroading expertise make him the ideal partner for proposed CEO Jim Barber, representing an operational dream team with vast transportation network experience. Cinna anne coverage S
Slide 23: Plan Overview
Plan Overview. New leadership can implement the network of the future to regain trust, reestablish reliability and unlock enhanced value or all stakeholders, Safety st Culture- The weltbeing of our people, business partners and community «Human Capital ~ People ae your #1 asset, ensure you provide r
Slide 24: Objectives if elected
If elected, our slate and its proposed management team would pursue a balanced and safe strategy aligned to the following objectives: STRONGER IMPROVED IMPROVED GROWTH PERFORMANCE SUSTAINABILITY IMPROVED SAFETY IMPROVED SERVICE
Slide 25: Analyst Commentary
Analyst Commentary {66 Norfolk nas long been an underperforming self-help story that simply cant figure outhow tohelp 9 themselves. The company i locking for 3 revenue growth whieh doee not keep ua with inflaton, walle indus leading revenue growth. They alk about moving pettve margins by 100 1500p a
Slide 26: Analyst Commentary on guidance
{66 Ifthe company just hit the nigh end fof guidance every year for he newt tree years, NSC's OR would 99 stl below where its East Coast peer ws in 2023. We donot view new financial guidance as closing the gp with competitors ae management uggested TD Cowen {66 Given shat all four public peers ae ex
Slide 27: Policymaker Commentary
“ “ “ “ Policymaker-Commentary Letme be clear while sere are acts of God, this was an act of greed that was 100 percent ” preventable Let me say t agsin: an act of greed that was 100 percent preventable. We were pushing ralieads 1 take mare precautions, to deal with braking to cea witha whole range
Slide 28: East Palestine Derailment
East Palestine Derailment CANN Nem survetance vdeo shows train wheel overheating before crash RAIL DISASTER © 7 ‘CNN: TRAIN WHEEL OVERHEATING 43 10 57 MINUTES BEFORE DERAILMENT i — TSS. Video shows sparks or flames 20 miles before train derailment in East CBS® Palestine ‘el Ohio Town Where Train Der
Slide 29: Our Commitment to Privacy
Effective Date: 02/01/2028 ‘Our Commitment to Privacy “The sponsor ofthis website, wwrtsmovenscforward.com (the “Site, is Ancora Holdings Group, LLC Ancora). We respect and value your ‘Privacy. Tis Privacy Policy is designed to assist you in understanding what information is collected from or about
Slide 30: Contacting Us / Terms of Use
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Slide 31: Resources & Filings
Resources’& Filings Investor Presentation ‘The Case for Leadership, Safety and Strategy Changes at Norfolk Southern FEBRUARY 20,2028 Press Release Investor Group Announces Slate of Highly Qualified, Independent Director Candidates and Proposed Management Team for Norfolk Souther Corporation FEBRUARY
Slide 32: Cautionary Statement Regarding Forward-Looking Statements
CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS The information herein contains “forward-looking statements.” Specific forward-looking statements can be identified by the fact that they do not relate strictly to historical or current facts and include, without limitation, words such as “ma