Norfolk Southern Law Head’s Ouster Continues Department Turnover

Norfolk Southern Corp. is looking for its seventh legal leader in seven years after it fired its chief executive officer and top lawyer over a consensual relationship that violated company policies.

Nabanita Nag was terminated from her roles as chief legal officer, head of corporate affairs, and corporate secretary, Norfolk Southern said Wednesday. The move followed an ongoing internal investigation by an outside law firm that revealed her relationship with CEO Alan Shaw, who was also shown the door.

Jason Morris, Norfolk Southern’s vice president for law, has been named acting corporate secretary. The company hasn’t publicly said if Morris will also take on oversight of the legal department. Morris and Nag didn’t respond to requests for comment.

Norfolk Southern has churned through legal department leaders in recent years as it faces myriad labor, legal, and regulatory issues, including a fiery and toxic derailment of a Norfolk Southern train last year in East Palestine, Ohio. The railroad operator has so far incurred roughly $2 billion in environmental remediation and litigation costs related to that disaster.

Nag took over as legal chief in 2022, two years after joining Norfolk Southern. She previously served as a lawyer for Prudential Financial Inc. and The Goldman Sachs Group Inc. after starting her career in private practice in New York at Shearman & Sterling, where she handled corporate work.

Some turnover in Norfolk Southern’s legal department was spurred by the company’s gradual relocation of its headquarters from Norfolk, Virginia, to Atlanta, said two sources familiar with the situation. All corporate office employees were required to move to Atlanta by 2022, spurring an exodus of some staffers, both sources said.

The individuals requested anonymity so as not to jeopardize relationships at Norfolk Southern. The company hasn’t disclosed the identity of the law firm doing its independent internal inquiry because other potential staff changes could occur as it continues, one of the sources said.

Nag’s legal chief predecessors left Norfolk Southern for other reasons.

Lorri Kleine retired in early 2022, ahead of being relocated to Atlanta. She had briefly succeeded Vanessa Sutherland, who left the top legal role earlier the same year to join Phillips 66. Sutherland, hired in 2018, replaced John Scheib, who was promoted to chief strategy officer in 2019 and retired the next year. Two other former legal chiefs, William Galanko and James Hixon, respectively retired from Norfolk Southern in March 2018 and December 2016.

Norfolk Southern in April agreed to a $600 million settlement to resolve lawsuits related to the Ohio incident. This week, lawyers representing plaintiffs sought $162 million for their work in that matter.

Wilmer Cutler Pickering Hale and Dorr and Pittsburgh-based Dickie, McCamey & Chilcote are representing Norfolk Southern in the Ohio litigation. The company reached another $310 million deal in May to resolve US government claims related to the crash and spill. WilmerHale and Dickie McCamey are also handling related securities litigation filed against Norfolk Southern.

Norfolk Southern also hired a litigation-focused general counsellast summer in F. Nathaniel “Nate” Smith III. The former Wachtell, Lipton, Rosen & Katz associate most recently was head of general litigation at Elon Musk’s Tesla Inc.

Nag wasn’t one of Norfolk Southern’s five highest-paid executives last year, per its most recent proxy statement. Bloomberg data shows she owns $378,000 in Norfolk Southern shares after selling off about $88,500 in company stock in July.

Norfolk Southern’s internal probe came after its battle earlier this year with activist investor Ancora Holdings Group. The Cleveland-based hedge fund advised by Cadwalader, Wickersham & Taft, sought the firing of Shaw and an overhaul of the company’s leadership over its response to the Ohio crash.