Investor Group Asks Norfolk Southern Chair Amy Miles to Address Decisions to Raise CEO Pay 37% and Run a Scorched-Earth Campaign - Seite 3

II. Shareholders are concerned the Board is pursuing a scorched-earth campaign that involves poisoning the well with key stakeholders of the railroad.

Norfolk Southern is a beacon of American commerce due to its exceptional employees, strong customer base and storied brand. This is one of the primary reasons why we were able to attract director candidates and proposed executives who have achieved tremendous success over the course of their careers in the public and private sectors. Amongst this collection of high-integrity individuals, there is a unanimous view that neither side should go into the gutter during an election contest. There was an assumption that the Company’s Board, which includes highly respected individuals like Admiral Philip Davidson (retired) and Thomas C. Kelleher, would share our view.

Unfortunately, you have not responded to our prior private letter that encouraged Norfolk Southern to avoid poisoning the well with valued stakeholders. You have also failed to address our concerns about the manner in which Norfolk Southern appears to be sending private planes to Washington, D.C. and misrepresenting our views to regulators. You, as Chair, and Mr. Shaw, as CEO, are no doubt aware that our published materials reveal no emphasis on cost cutting, headcount reductions or short-sighted tactics. To the contrary, our slate and proposed management team have repeatedly committed to pursuing stronger growth and implementing a network strategy that will leverage Norfolk Southern’s existing assets. We find it extremely disingenuous for the Company to miscast our intentions, especially since Mr. Shaw stated during 4Q23 earnings that Norfolk Southern’s “cost structure is too high.”⁷ For the avoidance of doubt, our network strategy accounts for responsible cost management and the principles of scheduled railroading – just like Mr. Shaw’s resilience strategy, as can be seen in numerous public statements.

When it comes to safety, you and Mr. Shaw are also undoubtedly aware of what we have committed to. Our proposed CEO, Jim Barber, believes the health and safety of the Company’s constituencies is the bedrock of long-term success. Our proposed COO, Jamie Boychuk, helped CSX dramatically improve customer service and go roughly two-and-a-half years without any work-related fatalities. They firmly believe that the health and safety of Norfolk Southern’s people and communities are the highest priorities. Mr. Barber plans to leverage his background overseeing nationwide networks to bring new risk management technologies and initiatives to Norfolk Southern. He and Mr. Boychuk have a shared vision for employee-led safety committees and establishing programs that reward and spotlight worker contributions to the Company’s harm reduction agenda. Our slate and proposed management team know a better-run Norfolk Southern will have the financial power to invest more in safety and service, while enabling employees to benefit from the prosperity of the railroad.