---
schema_version: "secwatch.filing_event.v1"
accession: "0001193125-24-217556"
form_type: "8-K"
ticker: "NSC"
cik: "0000702165"
company_name: "NORFOLK SOUTHERN CORP"
filed_at: "2024-09-12T23:59:59+00:00"
generated_at: "2026-05-31T05:21:04.789944+00:00"
event_type: "leadership"
sentiment: "negative"
materiality_score: 0.85
calibrated_materiality_score: 0.85
confidence: "high"
source: SEC EDGAR
---

# Norfolk Southern fires CEO Alan Shaw for policy violation; appoints CFO Mark George as CEO

## Summary
- Board terminated Alan H. Shaw for cause due to consensual relationship with Chief Legal Officer; no severance.
- Mark R. George (previously EVP & CFO) appointed President & CEO and Board member effective immediately.
- George receives $1M base salary, 225% annual incentive, and $4M equity award (50% RSUs, 50% options).
- Jason A. Zampi named Acting CFO; Nabanita Nag terminated as Chief Legal Officer.
- Company reaffirms full-year 2024 guidance provided on July 25, 2024.

## SEC filing metadata
- accession: 0001193125-24-217556
- form_type: 8-K
- ticker: NSC
- cik: 0000702165
- company_name: NORFOLK SOUTHERN CORP
- filed_at: 2024-09-12T23:59:59+00:00
- event_type: leadership
- sentiment: negative
- materiality_score: 0.85
- calibrated_materiality_score: 0.85
- confidence: high
- sec_items: 5.02, 7.01, 9.01
- EDGAR index: https://www.sec.gov/Archives/edgar/data/702165/000119312524217556/0001193125-24-217556-index.htm
- EDGAR primary document: https://www.sec.gov/Archives/edgar/data/702165/000119312524217556/d846772d8k.htm

## Machine-readable alternates
- HTML: https://secwatch.observer/filing/0001193125-24-217556
- JSON: https://secwatch.observer/filing/0001193125-24-217556.json
- Plain text: https://secwatch.observer/filing/0001193125-24-217556.txt

## Key facts
- Executive change
  Alan H. Shaw was terminated as President and Chief Executive Officer at NORFOLK SOUTHERN CORP.
  - Action: terminated
  - Role: President and Chief Executive Officer
  source text: terminated Alan H. Shaw, President and Chief Executive Officer of the Company, in connection with preliminary findings from an ongoing investigation conducted by independent counsel that determined Shaw violated Company policies by engaging in a consensual relationship with the Company’s Chief Legal Officer.
  evidence_url: https://www.sec.gov/Archives/edgar/data/702165/000119312524217556/0001193125-24-217556-index.htm
- Executive change
  Mark R. George changed role as President and Chief Executive Officer at NORFOLK SOUTHERN CORP.
  - Action: promoted
  - Role: President and Chief Executive Officer
  source text: Mark R. George, the current Executive Vice President and Chief Financial Officer of the Company, has been appointed as President and Chief Executive Officer of the Company, as a member of the Board and as a member of the Executive Committee of the Board, effective immediately.
  evidence_url: https://www.sec.gov/Archives/edgar/data/702165/000119312524217556/0001193125-24-217556-index.htm
- Executive change
  Jason A. Zampi was appointed as Acting Chief Financial Officer at NORFOLK SOUTHERN CORP.
  - Action: appointed
  - Role: Acting Chief Financial Officer
  source text: Jason A. Zampi, the current Senior Vice President Finance & Treasurer, is being appointed as the Acting Chief Financial Officer of the Company, effective immediately.
  evidence_url: https://www.sec.gov/Archives/edgar/data/702165/000119312524217556/0001193125-24-217556-index.htm

This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.