8-KLeadership ChangesRegulation FDExhibits & Filings

NORFOLK SOUTHERN CORP 8-K Report, Executive Changes (Jun 1, 2026)

Filed June 1, 2026For Securities:NSC

Summary

Norfolk Southern Corporation (NSC) has announced a significant change in its operational leadership with the "good reason" resignation of its Chief Operating Officer, John Orr, effective May 31, 2026. Mr. Orr will remain as a special advisor to the Chair of the Board through June 30, 2026, and then continue in a similar advisory role until the earlier of the Union Pacific merger closing or June 1, 2027. This transition is occurring in the context of the pending merger with Union Pacific, and Mr. Orr's departure is linked to proposed operational changes that would reduce his responsibilities. Concurrently, the Board has appointed Brian Barr as the new Chief Operating Officer, effective June 1, 2026. Mr. Barr brings extensive experience from leadership roles at Union Pacific and CSX. His compensation package reflects his new role, including an increased retention bonus, annual salary, incentive awards, and long-term equity incentives. The company has also issued a press release detailing these management transitions.

Key Highlights

  • 1COO John Orr resigns for "good reason" due to proposed operational changes impacting his duties.
  • 2Mr. Orr will transition to a special advisor role to the Board Chair through June 30, 2026, and then continue as an advisor until merger completion or June 1, 2027.
  • 3Brian Barr appointed as the new Chief Operating Officer, effective June 1, 2026, bringing significant rail industry experience.
  • 4Mr. Barr's new compensation includes a $600,000 base salary, a 130% annual incentive opportunity, and significant long-term incentive awards totaling $2,500,000 target value.
  • 5Mr. Barr's retention bonus has been increased to $2 million, with remaining installments subject to vesting upon continued employment.
  • 6The management changes coincide with the pending merger with Union Pacific Corporation.
  • 7A press release was issued on June 1, 2026, to announce these management transitions.

Frequently Asked Questions

John Orr resigned for "good reason" due to proposed changes in the Company's operations that would result in a diminution of his duties and responsibilities.

Mr. Orr will serve as a special advisor to the Chair of the Board through June 30, 2026, and then continue in a similar advisory capacity until the earlier of the Union Pacific merger closing or June 1, 2027, to ensure operational continuity and support the merger.

Brian Barr has been appointed as the new Chief Operating Officer, effective June 1, 2026. He is 47 years old and has extensive experience in the rail industry, having held leadership positions at Union Pacific (Vice President and Chief Mechanical Officer, General Manager Great Lakes Services, Senior Vice President Transportation) and CSX (Senior Vice President Network Planning and Services).

Mr. Barr will receive an annual base salary of $600,000, be eligible for an annual incentive award of up to 130% of his base salary, and receive long-term incentive awards with a target value of $2,500,000. His retention bonus was also increased to a total of $2 million.

Mr. Orr's resignation is tied to operational changes related to the pending merger. His continued advisory role is intended to provide continuity and support for the successful closing of the Union Pacific merger. The company has also indicated Mr. Barr's compensation adjustments and retention bonus are related to the merger.