Norfolk Southern activist investor highlights past abusive behavior of new COO as proxy fight intensifies
A general view of the exterior of the headquarters of Norfolk Southern on April 1, 2023 in Atlanta, Georgia.
Icon Sportswire | Getty Images
Norfolk Southern is almost two months into a battle with activist investor Ancora, which is trying to shake up the railroad’s board and oust CEO Alan Shaw.
Now the firm is taking aim at Norfolk Southern’s new operating chief John Orr over what the activist calls an “excessive” buyout package and a career marred by allegations of racial and sexual discrimination.
Last month, Norfolk Southern hired Orr away from rival CPKC, paying tens of millions of dollars to buy him out of his contract. The move was widely seen as a response to Ancora’s operational criticisms and received praise from several Wall Street analysts.
In a letter to Norfolk Southern shareholders on Friday, Ancora highlighted past misconduct by Orr that raises questions about his hiring, even as the executive has overseen improvements in the railroad’s operations in his three weeks on the job.
Ancora documented both alleged and substantiated workplace misconduct by Orr, dating back to his time as a mid-level executive at Canadian National. An appointee of the Canadian Arbitration Board substantiated allegations that Orr used verbally abusive language toward a female employee in the early 2000s.
The employee and another witness told the employment tribunal at the time that Orr regularly cursed and shouted at the employee, and called her a “f—— b—-” and a “f—— idiot.” A witness told the arbitrator that, in one instance, Orr told the employee that she “was so f—— stupid it was embarrassing.”
The arbitrator found the claims credible.
Ancora also flagged a lawsuit filed in 2019 by a Black executive, who described Orr’s treatment of employees and subordinates as “abysmal.” The suit was filed against Canadian National, alleging racial discrimination.
Orr’s behavior was allegedly “so bad” that Canadian National was forced to provide executive coaching for him, according to a 2020 filing in the lawsuit. Orr’s deposition is sealed and the case was settled in 2022.
Prior to the announced hiring of Orr, Ancora drew attention to claims about his behavior in emails to two Norfolk Southern board members that CNBC obtained.
Ancora said in its statement on Friday that the hiring of Orr was a costly proposition that’s harming shareholders. As part of the agreement, Norfolk Southern said it would pay Orr’s prior employer $25 million in cash and provide additional unspecified concessions for a key rail hub and route in the southern U.S. Norfolk Southern values that particular part of the route at around 1% of its revenues.
When it announced Orr’s hiring, Norfolk Southern didn’t disclose the initial impact of the concessions or the estimated knock-on effects in the years to come.
‘Flawed premise’
Norfolk Southern told CNBC in a statement that Ancora’s analysis of the value of the route — the Meridian Speedway agreement — “is completely inaccurate and based on a flawed premise,” in that it assumes Norfolk Southern is forgoing more revenue than it actually is.
“As we previously stated, this revised agreement is by no means a consequential concession,” the company said.
Ancora is seeking to oust Norfolk Southern’s Shaw along with Orr in favor of former UPS CEO Jim Barber and former CSX Executive Vice President Jamie Boychuk, respectively. The activist has said that Norfolk Southern is dramatically underperforming its peers, and has laid the blame at the feet of Shaw and the board.
Regarding Orr, Norfolk Southern said he has a “track record of improving performance while operating safely and with integrity.”
“Ancora’s attempt to malign John by dredging up claims against his former employer, one of which is from over 20 years ago, is nothing more than an attempt to distract from the facts about their deeply flawed COO candidate, Jamie Boychuk,” a company spokesperson told CNBC. “Mr. Orr and Mr. Boychuk’s track records and industry reputations are simply not comparable.”
Jamie Boychuk and John Orr.
Courtesy: Longacre Square Partners and Norfolk Southern
In February 2023, a Norfolk Southern freight train derailed in East Palestine, Ohio, releasing toxic chemicals into the environment and prompting a political fight regarding railroad safety. Since then, the stock is roughly flat while the S&P 500 is up 26%.
Norfolk Southern’s shareholders meeting is scheduled for May 9.
Ancora has gained the backing of other stakeholders in its fight with the company. Neuberger Berman, which holds a small position in Norfolk Southern, said on Friday that it would support Ancora’s slate, citing a “history of poor governance that has long preceded” the railroad’s transformation efforts.
A settlement between the two sides appears unlikely, Gordon Haskett analyst Don Bilson said in a Friday note to clients. Shaw previously told CNBC that the company offered Ancora a “couple” of board seats in a settlement offer.
Ancora told CNBC that it’s made repeated attempts to settle with the company, both directly and through advisors. Any settlement, from Ancora’s perspective, would be contingent on a board refresh and Shaw’s ouster. The board has repeatedly expressed confidence in Shaw and has said it isn’t interested in a settlement that would lead to his departure.
Elon Musk’s AI company, xAI, has raised $10 billion from investors that puts the company’s post-money valuation at $200 billion, sources told CNBC’s David Faber.
The valuation for Musk’s AI company is the latest example of skyrocketing valuations for companies that develop foundational AI models. Earlier this month, Anthropic raised $13 billion at a $183 billion valuation. OpenAI, the largest company in the industry, held a secondary share sale that valued it at $500 billion.
The fundraising comes weeks after Musk raised $10 billion in debt and equity at what was believed to be a roughly $150 billion valuation, according to Faber. Last December, xAI raised $6 billion to fund its artificial intelligence development.
However, xAI’s Grok service is widely believed to lag behind Anthropic’s Claude and OpenAI’s GPT models in terms of capabilities and number of users.
Musk said in May that he wants to buy a million AI chips, Faber said. Much of the proceeds of this round of funding could go to building data centers filled with Nvidia and AMD AI chips called GPUs that are needed to develop next-generation AI, as well as to hire expensive talent. The company is currently building a large cluster of AI computers in Memphis, Tennessee.
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“There’s no increase for tariffs in the prices to be totally clear,” Cook told CNBC’s Jim Cramer from Apple’s Fifth Avenue store location in New York City, as the latest iPhone model launched in stores worldwide.
It is one of the first instances in which Cook has decisively addressed tariffs in relation to iPhone prices.
Earlier this month, Apple increased the price of its iPhone 17 Pro model by $100, while maintaining the prices of its entry-level phones. It also introduced an Air model that replaced the Plus at steeper price point.
Many analysts had widely anticipated price hikes despite Cook’s attempts to dodge tariffs.
To circumvent the levies, Apple has pivoted its supply chain to import iPhones to the U.S. from lower tariff countries, such as India and Vietnam. Apple has historically produced a majority of its products in China.
Cook has also made public appearances with Trump as the company commits at least $600 billion toward bolstering U.S. manufacturing and supporting suppliers.
During the June quarter, Cook revealed that the company took an $800-million hit from costs tied to tariffs.
At the same time, Apple faces questions about its slow AI rollout, as well as rising competition in international markets such as China.
“We have AI everywhere in the phone,” Cook told CNBC on Friday. “We just don’t call it” that.
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