Norfolk Southern The board is investigating allegations that CEO Alan Shaw had an inappropriate relationship at work, according to three people familiar with the matter.

The company confirmed late Sunday night that it was investigating Shaw for “possible conduct” that violated the company’s code of ethics and that it had hired outside legal counsel to conduct the investigation.

The investigation is still in its early stages and the company is working with outside legal counsel on the investigation, two of the people said.

Shaw did not respond to calls or text messages seeking comment. The panel is chaired by former Canadian National Railway CEO Claude Mongeau, who also did not respond to requests for comment.

Norfolk Southern, a $57 billion company, is one of only a handful of Class 1 railroads left in the United States. Class 1 railroads move massive amounts of freight and cargo and are vital to the nation’s economy. Norfolk Southern operates in 22 states in the eastern United States.

Norfolk Southern’s board of directors has undergone dramatic changes in recent months.

An activist investor tried to oust Shaw from the railroad’s top job earlier this year over his handling of the toxic East Palestine train derailment, the weak performance of Norfolk Southern’s stock and what the activist said was a flawed operating strategy.

Activist Ancora failed to fire Shaw, even though shareholders elected three of its nominees to the board and about 36 percent of shareholders voted against Shaw’s re-election. An Ancora spokesman did not respond to a request for comment.

Shaw has been CEO since 2022. Should Shaw step down, the two most likely internal candidates to temporarily replace him would be COO John Orr or CFO Mark George.

Orr joined the company in the midst of a proxy fight and spent much of his time on the ground working to turn around the company’s operations. Orr is a long-standing and respected rail operator – previously he was a senior executive at Canadian Pacific City Kansas City – but he faced allegations of misconduct that Ancora resurfaced during his campaign. At the time, Norfolk Southern defended Orr’s track record and accused the company of distracting from the qualifications of its own candidates for leadership positions.

George has been CFO of Norfolk Southern for about five years and came from the HVAC manufacturer carrier.

The company could also choose to appoint Sameh Fahmy, Orr’s previous boss and most recently head of the former Kansas City Southern’s precision-scheduled rail program, to the board.

REGARD: Norfolk Southern CEO Alan Shaw on earnings in East Palestine