board size Archives -

Amanda Suffecool is now the chair of the NRA’s Special Committee on Reorganization and Leadership. As I noted in my report on the NRA Winter Board Meeting, there was a great deal of discussion within that committee on finding the right size for the Board of Directors. There were quite a diversity of comments and suggestions. They ranged from leave it as is to set up a board of 12 paid managers.

Amanda has sent me an open letter that she requested I post which I was more than happy to do. The letter includes some of her thoughts on the matter. I am in full agreement that the Board needs to be a working board. There is no room for slackers who just want the title of being a director without putting in the work. The days of giving out honorific directorships similar to honorific doctorates awarded at university graduations are over.

More importantly, Amanda wants your thoughts on rightsizing the NRA Board of Directors. You can send your thoughts and ideas to her a couple of ways. First, she requested that you use eyeonthetargetradio@icloud.com if you want to use email. Second, there is good old USPS snail mail. The address there is PO Box 77, Wayland, Ohio 44285.

Her open letter in its entirety is below:

An Open Letter to Our Members 1/15/26
From the Chairman, Committee on Reorganization and Leadership

Dear NRA Members,

The Committee on Reorganization and Leadership has been hard at work on several important initiatives—one of which concerns the composition of our Board. You may hear this referred to as board size, board reduction, or, less charitably, tossing the bums out. I prefer to call it right-sizing the Board—ensuring that it is structured appropriately for the work our organization must accomplish.

Many voices are calling to make the Board smaller. But before we decide that a smaller Board is the answer, we must ask the more important question: What problem are we trying to solve? Reducing the number of members may not be the root issue—it may be merely one proposed solution.

So, I ask you to think deeply and share your thoughts. What are the real concerns driving these calls for change? Is it cost? The potential for misuse of resources? Challenges in decision-making? Comparisons to other organizations? Identifying the true problem allows us to address it effectively and craft lasting solutions.

Here are some key issues I believe we need to acknowledge and tackle:

1. A Trust Problem

We have faced serious challenges that tested the very stability of our organization. At one point, we were just a few votes away from losing everything. The battles on the Board floor were intense and critical. As we now consider ideas like appointing board members instead of electing them, I urge caution. Ask yourselves—Who do we trust enough to make those appointments? At this time, I would argue the answer is, quite simply, no one.

2. An Attendance Problem

Too often, Board members have been elected and then disappeared—never showing up, never contributing. This is a working Board, and that means full participation. Members must be active in committees, attend meetings, understand the ongoing motions and votes, and be able to speak knowledgeably about the issues before us. We need engaged members who are present and committed.

3. An Attitude Problem

Some Board members have seen their role as one of directing others rather than doing the work themselves. That won’t do. This organization needs leaders who contribute—who lend their skills, their networks, and their energy. This is not a role for those who want to take; it’s for those who want to give.

The Committee on Reorganization and Leadership has already taken steps to address some of these issues:

Attendance Accountability: We passed a resolution ensuring that attendance is now a key factor in the renomination process. Any member missing more than one-third of meetings in their three-year term will not be automatically reconsidered. They may still choose to run by petition, but effort will be required to retain their seat—a reminder that commitment matters.
Committee Reporting and Performance: Each committee now operates under a multi-step reporting plan with defined goals, milestones, and measurable outcomes. Committees must clarify their mission, track progress, and report results to the Board. We’ve enlisted members with expertise in key performance indicators to help guide this process.
Ongoing Reforms: We are developing further measures that define the responsibilities and expectations of all Board members to ensure that each plays an active role in the organization’s success.

But now, back to the central question—Board size. Before we can decide what the right number is, I need your help in understanding why you believe a smaller Board is better. I’ve heard many suggestions: smaller boards, appointed boards, boards limited to specific skill sets. These may all merit discussion—but please, let’s not start with the solution.

Help us start with the why.

With respect and appreciation,

Amanda Suffecool
Chairman, Committee on Reorganization and Leadership

Norfolk Southern Corporation is the fifth largest railroad in the United States. It has 20,200 employees, 21,300 miles of track, and generated $12.2 billion in revenues in 2023. Its board of directors has 13 members including the CEO. When it needs to act in a hurry, it acts.

On September 8th, the company announced the Board of Directors had opened an investigation into potential conduct by its CEO Alan Shaw that contravened the company’s policys and its Code of Ethics. The release noted that the company takes all allegations of misconduct seriously and the Board’s Audit Committee had hired a law firm to conduct an independent investigation.

Picture courtesy of Norfolk Southern corporate website.

Alan Shaw joined Norfolk Southern in 1994 and became CEO in 2022. Prior to that he was an Executive VP and Chief Marketing Officer for six years and the VP in charge of Intermodal Operations prior to that.

Today, in an unanimous vote, the Board of Directors fired Shaw for having a consensual relationship with a subordinate. The subordinate, Nabanita Nag, was the Executive Vice President Corporate Affairs, Chief Legal Officer & Corporate Secretary. She was also terminated today.

Shaw was paid $13.4 million in 2023. However, since he was fired for cause, it is unlikely he will receive any severance or other deferred compensation.

I want to emphasize that Mr. Shaw was in a consensual relationship with Ms. Nag. He morever had not diverted any corporate funds for his personal use nor was it found that he had violated his fiduciary duties to Norfolk Southern or its shareholders.

This is an example of a Board of Directors acting as it should. They had credible allegations of misconduct in violation of company policy, they investigated it, and they acted expeditiously.

I bring up this example of board action to provide a contrast with the Board of Directors of the NRA. Many on that Board either knew or should have known that Wayne LaPierre was abusing his role as EVP and CEO for improper gains. The Audit Committee had heard from whistleblowers allegations of financial improprieties and did nothing. They had the Frenkel Report as early as 2003 showing financial abuses of credit cards by Wayne’s gatekeeper Millie Hallow. All of this was on top of the issues raised by Ollie North and Richard Childress in 2019. Instead of taking a positive stance and terminating Wayne, they defended him up until he resigned earlier this year.

There are two morals to this story. The first is that when presented with credible evidence of violations of company policy, a good board acted as they should have done. The NRA’s board did not. The second is that an effective board cannot have 76 directors if it is to be a viable board and do its fiduciary duty. The Norfolk Southern board had 12 independent members and they not only did their duty but did it quickly.

board size

Rightsizing Vs. Merely Downsizing

An Example Of A Board Of Directors Doing The Right Thing