UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a)

of the Securities Exchange Act of 1934

(Amendment No.  )

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 ☐ Soliciting Material Pursuant to §240.14a-12

UNION PACIFIC CORPORATION

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

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  Union Pacific Corporation
1400 Douglas Street, 19th Floor
Omaha, NE 68179

March 29, 2022

NOTICE OF

ANNUAL MEETING OF SHAREHOLDERS

To Shareholders:

The 2022 Annual Meeting of Shareholders (the Annual Meeting) of Union Pacific Corporation (the Company) will be held at 8:00 A.M., Central Daylight Time, on Thursday, May 12, 2022 via live audio webcast at www.virtualshareholdermeeting.com/UNP2022 for the following purposes:

(1)
To elect the ten directors named in the Proxy Statement, each to serve for a term of one year or until his or her successor is elected and qualified;

(2)
To ratify the appointment of Deloitte & Touche LLP as the independent registered public accounting firm of the Company for 2022;

(3)
To approve, by non-binding vote, the compensation of the Company’s Named Executive Officers; and

(4)
To transact such other businesses as may properly come before the Annual Meeting.

Only shareholders of record at the close of business on March 18, 2022, are entitled to notice of, and to vote at, the Annual Meeting.

As part of our precautions regarding the coronavirus pandemic, the Annual Meeting is being held solely by means of remote communication. You may listen to the live audio webcast of the Annual Meeting via the Internet at www.virtualshareholdermeeting.com/UNP2022. Instructions on how to participate in the Annual Meeting via live audio webcast are described in the accompanying proxy statement and posted at www.virtualshareholdermeeting.com/UNP2022.

Your vote is very important. New York Stock Exchange rules provide that if your shares are held by a broker, your broker will NOT be able to vote your shares on most matters presented at the Annual Meeting, including the election of directors, unless you provide voting instructions to your broker. We strongly encourage you to submit your proxy card to your broker or utilize your broker’s telephone or internet voting services (if available) and exercise your right to vote as a shareholder.

 

Craig V. Richardson

Executive Vice President,

Chief Legal Officer and

Corporate Secretary

UNION PACIFIC CORPORATION

PROXY STATEMENT

TABLE OF CONTENTS

PROXY SUMMARY	1
Information About the Annual Meeting, Voting and Proxies	12
Date, Time and Place of Meeting	12
Record Date, Outstanding Shares and Quorum	12
Internet Availability of Proxy Materials	12
Accessing Proxy Materials over the Internet	13
Voting Rights	13
Solicitation and Voting of Proxies	14
Confidential Voting Policy	14
Revocation of Proxies	14
Expenses of Solicitation	15
Attending the Annual Meeting	15
Information Regarding the Company	15
PROPOSAL NUMBER 1 – Election of Directors	16
Directors/Nominees	16
Director Qualifications and Experience	22
Board Refreshment	23
Board Tenure	24
Evaluation of Board and Committee Effectiveness and Performance	24
Consideration of Director Nominees and Proxy Access	25
Board Corporate Governance Matters	26
Director Independence	26
Related Party Policy and Procedures	28
Board Leadership Structure	29
Risk Oversight of the Company	31
Board of Directors Meetings and Committees	31
Audit Committee	31
Finance Committee	33
Compensation and Benefits Committee	34
Compensation Consultant	34
Corporate Governance and Nominating Committee	35
Codes of Conduct and Ethics	37
Communications with the Board	37
Director Compensation in Fiscal Year 2021	38

PROPOSAL NUMBER 2 – Ratification of Appointment of Deloitte & Touche LLP as Independent Registered Public Accounting Firm for the Year Ending December 31, 2022	40
Independent Registered Public Accounting Firm’s Fees and Services	41
Pre-Approval of Audit and Non-Audit Services Policy	41
Audit Committee Report	42
PROPOSAL NUMBER 3 – Advisory Vote to Approve Executive Compensation	43
A LETTER FROM OUR COMPENSATION AND BENEFITS COMMITTEE	44
2021 Business Highlights	46
COMPENSATION DISCUSSION AND ANALYSIS	48
Executive Compensation Philosophy and Compensation-Setting Process	48
Compensation Best Practices	50
Named Executive Officers	51
Fiscal Year 2021 Total Direct Compensation Mix	54
Elements of Our Executive Compensation Program	55
2022 Compensation Decisions	60
Other Compensation	60
Other Policies and Considerations	61
Compensation and Benefits Committee Report	62
Executive Compensation	62
Summary Compensation Table	63
Grants of Plan-Based Awards in Fiscal Year 2021	65
Narrative Disclosure to Summary Compensation Table and Grants of Plan-Based Awards Table	66
Outstanding Equity Awards at 2021 Fiscal Year-End	67
Option Exercises and Stock Vested in Fiscal Year 2021	69
Pension Benefits at 2021 Fiscal Year-End	70

Nonqualified Deferred Compensation at 2021 Fiscal Year-End	72
Potential Payments Upon Separation from Service, Change-In-Control or Death or Disability	75
Pay Ratio Disclosure	79
Security Ownership of Certain Beneficial Owners and Management	80
Stock Ownership Requirements for Executives	81
Hedging Our Common Stock Is Prohibited	81
Sales of Our Common Stock by Executive Officers and Directors Under Rule 10b5-1 Trading Plans	81

Other Matters	82
Shareholder Proposals	82
Delinquent Section 16(a) Reports	82
Delivery of Documents to Shareholders Sharing an Address	82
Availability of Annual Report on Form 10-K	83
Other Business	83
Appendix A - Reconciliation of Non-GAAP Financial Measures	A-1

This Proxy Statement includes statements and information regarding future expectations, outcomes or results of the Company that are forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements and information should not be read as a guarantee of future performance or results and will not necessarily be accurate indications of the times that, or by which, such performance, targets, goals, or results will be achieved. Forward-looking statements and information are subject to risks and uncertainties that could cause actual performance or results to differ materially from those expressed in the statements. Forward-looking statements and information reflect the good faith consideration by management of currently available information and may be based on underlying assumptions believed to be reasonable under the circumstances. However, such information and assumptions (and, therefore, such forward-looking statements and information) are or may be subject to variables or unknown or unforeseeable events or circumstances over which management has little or no influence or control and may be derived from internal controls and processes that continue to evolve and standards for measuring progress that are still developing. Factors that could cause results or outcomes to differ, including the risk factors in Item 1A of the Company’s Annual Form 10-K, filed February 4, 2022, also could affect our future results and could cause those results or other outcomes to differ materially from those expressed or implied in the forward-looking statements and information. This Proxy Statement should be read in consideration of these risk factors. Information included in this document, and any issues identified as important for purposes of this document, may not be considered material for SEC reporting purposes. Website references and/or hyperlinks have been provided for convenience only, and the contents therein are not incorporated into, nor do they constitute a part of, this document.

Proxy Summary

This summary highlights information that may be contained elsewhere in this Proxy Statement. This summary does not contain all of the information that you should consider. You should read the entire Proxy Statement carefully before voting.

Meeting Information and Availability of Proxy Materials

Date and Time: May 12, 2022, at 8:00 A.M., Central Daylight Time

Place^*: Via live audio webcast at www.virtualshareholdermeeting.com/UNP2022

Record Date: March 18, 2022

How to Vote

We encourage you to vote in advance of the meeting. You may vote using one of the following voting methods. Make sure to have your proxy card or voting instruction form in hand and follow the instructions. Participants in Union Pacific’s thrift and retirement plans who hold Company stock through such plans will receive separate voting instructions. You can vote in one of three ways:

	RECORD OWNERS	BENEFICIAL HOLDERS
	Vote via the Internet Go to www.proxyvote.com	Follow the instructions set forth on the Notice of Internet Availability of Proxy Materials or the voting instruction form provided by your broker with these proxy materials.
	Vote by telephone Call toll free 1-800-690-6903 within the USA, US territories & Canada
	Vote by Mail Complete, sign, date and return your proxy card in the envelope provided

Voting Matters and Board Recommendations
Matter	Our Board’s Recommendations
Proposal 1 Election of ten (10) Director Nominees (page 16)	FOR Each Director Nominee
Proposal 2 Ratification of Appointment of Deloitte & Touche LLP as Independent Registered Public Accounting Firm for 2022 (page 40)	FOR
Proposal 3 Advisory Vote to Approve Executive Compensation (page 43)	FOR

*
As part of our precautions regarding the coronavirus pandemic, the Annual Meeting will be held solely by means of remote communication.

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Proxy Summary

Company Performance Highlights

In 2021, the Company recorded its most profitable year ever despite the effects of the coronavirus pandemic and its variants, global supply chain disruptions, and the adverse impact of large scale weather events and wildfires on our network operations. These challenges required adjustments to our transportation plans and impacted the overall fluidity of the network. Even so, we were able to leverage our great rail franchise to generate positive business mix and core pricing gains. Our safety and operational performance in 2021 did not meet expectations, and many of our operating metrics declined year-over-year. The Company drew on its strengths and its dedicated employees to continue to serve our customers, communities, and shareholders. Highlights of the Company's 2021 financial and operational performance include:

▪ For the full year 2021, net income was $6.5 billion or $9.95 per diluted share compared to full year 2020 adjusted net income of $5.6 billion, or $8.19 per diluted share, which excluded the $278 million one-time non-cash impairment charge related to the Company’s Brazos yard investment*

▪ In 2021, total revenue of $21.8 billion was up 12% due to 4% volume growth, higher fuel surcharge revenue, core pricing gains and a positive mix of traffic. Record operating income of $9.3 billion increased 15% from adjusted 2020 results*

▪ Our operating ratio for 2021 was a record 57.2%, improving 1.3 points from adjusted 2020*

▪ The reportable personal injury rate increased to 0.98 per 200,000 employee-hours compared to 0.90 for 2020

▪ Compared to 2020, freight car velocity declined 8% as train speed slowed and terminal dwell increased in 2021 as the network handled additional volume and was impacted by weather and wildfire-related challenges, bridge outages caused by the California wildfires, and global supply chain disruptions

▪ Locomotive productivity decreased 3% in 2021 compared to 2020 driven by the increased active fleet needed to handle the 4% volume growth and manage network disruptions

▪ Workforce productivity improved 10%, reaching an all-time record as employee counts were down 3% compared to 2020, while average daily car miles increased 6%

*
2020 adjusted to exclude the impact of the Brazos one-time non-cash impairment charge. See Appendix A for a reconciliation to GAAP.

Environmental, Social & Governance (ESG) Highlights

Union Pacific operates across 23 states in the western two-thirds of the nation. Our vision of Building America means we connect the nation’s businesses and communities to each other and the world by providing safe, reliable and efficient supply chain solutions. We strive to serve our customers, enhance shareholder value, invest in our communities, and provide promising careers, while operating in an ethical manner. Together, these actions allow Union Pacific to build a more sustainable future.

Our environmental, social and governance (ESG) strategy: Building a Sustainable Future 2030 is built on five areas of concentration: Building Responsible Foundations, Investing in our Workforce, Driving Sustainable Solutions, Championing Environmental Stewardship and Strengthening our Communities. Highlights of these accomplishments follow. This approach addresses the evolving needs of our stakeholders and is more inclusive of the overall impact we can have.

2

Proxy Summary

ESG ASSESSMENT

In 2021, we completed a comprehensive ESG materiality assessment to determine which ESG topics were most important to our stakeholders. We engaged our internal and external stakeholders, through an online survey and individual interviews, to understand a broader stakeholder perspective on certain ESG issues to inform the continued evolution of our sustainability strategy. As a result of the assessment, we added a new pillar to our strategy called “Building Responsible Foundations.” This addition underscores the importance of the health, safety, and well-being of our employees, ethical business practices, cybersecurity, and strong risk management processes to our business and to our stakeholders.

 

▪ The use of “material” when referring to ESG topics is intended to denote the most important issues from our ESG materiality assessment, which is a different standard than the one used in our financial disclosures.

More information about our ESG materiality assessment is available in the 2021 Building America Report, which will be available on our website up.com under the Investor drop-down menu, under “Sustainability.”

3

Proxy Summary

RECOGNITIONS

We are proud of our participation in several ESG disclosure initiatives such as the Carbon Disclosure Project (CDP) and the S&P Global Corporate Sustainability Assessment. We were honored to be the recipient of a number of awards, rankings, and recognitions over the last year, including the following:

Union Pacific received a Bronze Sustainability Rating as its first Ecovadis rating in 2021.	Fortune Magazine’s World’s Most Admired Companies   Union Pacific was the highest ranked railroad in the Trucking, Transportation and Logistics category.
Union Pacific earned a spot on the Noteworthy List of the 2021 Top 50 Companies for Diversity compiled by Diversity Inc.	For the fifth year in a row, Union Pacific was identified as a Trendsetter in the 2021 CPA-Zicklin Index compiled by the Center for Political Accountability.
Union Pacific earned a spot on the Human Rights Campaign’s 2022 Best Places to Work for LGBTQ+ Equality list in accordance with the Union Pacific Railroad’s first 100% Corporate Equality Index ranking.	Union Pacific was named a 2021 Gold Medallion recipient by the HIRE Vets Medallion Program, a U.S. Department of Labor initiative that supports the hiring and retention of U.S. military veterans.
Refinitiv Top 100 Company 2021 Diversity and Inclusion Index   Refinitiv named Union Pacific to its top 100 Most Diverse and Inclusive Companies, ranking number #20 out of 11,000 publicly traded companies.	Newsweek’s 2022 World’s Most Admired Companies   Union Pacific ranked 4th in the Trucking, Transportation and Logistics sector.

4

Proxy Summary

ENVIRONMENTAL

In February 2021, Union Pacific announced a science-based target to reduce absolute Scope 1 and 2 greenhouse gas (GHG) emissions by 26% by 2030 from a 2018 baseline. The following December, we published our first Climate Action Plan report, which describes the actions we are taking to pursue our target, and ultimately net zero emissions goal.

Highlights from the 2021 Climate Action Plan include:

	Net Zero Emissions by 2050
	26% Absolute Reduction in Scope 1 and 2 GHG Emissions by 2030
	Alternative Fuel Blend Targets for 2025 and 2030
	Exploring Battery-Electric Locomotive Technology
	Planet Tracks Sustainability Business Resource Group

At the end of January 2022, we announced plans to purchase 20 battery-electric locomotives for testing in yard operations. The combined purchases and upgrades to yard infrastructure are expected to exceed $100 million, representing the largest investment in battery-electric technology by a U.S. Class I railroad.

Battery-electric locomotives do not use fuel and emit zero emissions. For every 10 battery-electric locomotives used, approximately 4,000 tons of carbon will be eliminated annually, the equivalent of removing 800 cars from the highway. By working with the locomotive manufacturers in this test phase, we hope to advance battery-electric technology development and evaluate its potential deployment in long-haul service.

Additional details can be found in our 2021 Climate Action Plan report. The report is available on our website up.com under the Investor drop-down menu, under “Sustainability”.

5

Proxy Summary

SOCIAL

PEOPLE

In 2021, we saw a continuation of the previous year’s pandemic, social unrest, political discord, market volatility, and the continued presence of service-disrupting natural disasters. Despite these challenges, our employees remained focused and dedicated to delivering on our commitments to our customers, communities, shareholders, and to one another. We are proud of our talented and dedicated workforce, which reflects the diverse and inclusive culture we are cultivating.

 

Union Pacific remains committed to our 2030 hiring goals to reach 11% women and 40% people of color representation. Our commitment is based on our desire to create an environment where people can be their best, personally and professionally. We believe diversity improves the Company’s decision making, problem solving, and strategic thinking, which translates into a competitive advantage with bottom line results.

We are also focusing on talent attraction, development, and retention, which is critical to our growth strategy. We focus on providing a world-class employee experience, regardless of role or rank. The process begins with recruitment, then advances to training and development, as well as programs designed to recognize potential and retain our talented workforce.

More information about our human capital efforts can be found in the We Are One Human Capital Report, which is available on our website up.com under the Investor drop-down menu, under “Sustainability.”

SAFETY

The health, safety, and well-being of our employees is our most important ESG topic. Safety is ingrained in our culture because we want every employee to return home safely every day. In 2021, our overall safety performance declined compared to 2020. Our recent safety performance has not met expectations, and illustrates that we have work to do. Accordingly, we undertook an evaluation of the effectiveness of our safety programs in 2021 with the help of a third-party expert.

6

Proxy Summary

We are striving for a step-change performance in safety that we believe is possible. Our approach is twofold: apply design thinking to engineer hazards out of the work environment with the goal of preventing accidents from happening and fully engage employees in behavior-based safety programs to drive world-class results.

COMMUNITIES

Communities are one of Union Pacific’s key stakeholders, and we are committed to serving and investing in their futures. In 2021, we contributed more than $22.5 million and served approximately 56 million people in communities across our 23-state network.

 

Union Pacific is proud of its robust supplier diversity program, which has grown significantly since its inception in 1982. In 2021, Union Pacific purchased $522 million in goods and services from diverse suppliers, or 8.2% of its total amount spent on goods and services. This reflects a year-over-year increase of 23.4% compared to the prior year.

 

GOVERNANCE

The Company’s commitment to strong corporate governance, effective risk management and strong independent oversight of management by the Board is reflected in our sound governance practices and policies.

Corporate governance highlights include:

▪ Board Nominees Composed of 90% Independent Directors (9 out of 10 Board Nominees)

▪ Commitment to Board Refreshment (Five New Diverse Directors in Past Six Years, 42% of current composition, all of which are director nominees)

▪ Annual Election of Directors with Majority Voting Standard

▪ Six Diverse Board Members/Nominees for Election (60%)

▪ Average Board Tenure of 5.8 years with current Board Nominees

▪ “Proxy Access” Right

▪ Active Lead Independent Director

▪ Executive Sessions of Independent Directors at each Board and Committee Meeting

▪ Board Strategic Oversight and review of Enterprise Risk Management

▪ Four Fully Independent Board Committees

▪ Stringent Director and Executive Officer Stock Ownership Guidelines (7x Annual Salary for CEO and 4x Annual Salary for other Named Executive Officers)

 

Note: These statistics reflect the tenure, independence and diversity of the ten director nominees.

7

Proxy Summary

COMMITMENT TO ETHICAL BUSINESS CONDUCT

Our Statement of Policy on Ethics and Business Conduct is called The How Matters. It outlines the principles of business conduct required of Union Pacific employees. Ultimately the policy helps define what we expect of our team – honesty, fairness, integrity, and respect.

In 2021, Union Pacific provided training on The How Matters to more employees than ever before. Enabled by technology, 98% of our employees completed training on The How Matters as of December 31, 2021.

 

ESG GOVERNANCE

On February 3, 2022, Elizabeth F. Whited was appointed Executive Vice President—Sustainability and Strategy. In this new role, Ms. Whited will help develop and implement Union Pacific’s strategic vision as it strives to become the nation’s No. 1 supply chain provider and oversee ESG strategy and sustainability initiatives, which will be foundational to our efforts on the Company’s pathway to reach net zero by 2050.

To oversee and guide the appropriate management of ESG, we have established the following governance structure.

 

 

In order to advance our ESG governance efforts, we are further integrating ESG risk into our enterprise risk management framework, conducting a climate scenario analysis in 2022 and continuing to evolve ESG-related key performance indicators in our executive compensation scorecard.

8

Proxy Summary

ESG DISCLOSURE

In response to feedback from our stakeholders, Union Pacific is changing its approach to its ESG disclosure to include more frequent, focused and transparent reports that address the topics most important to our stakeholders. Annual disclosures include:

▪ EEO-1 reports for 2018, 2019, and 2020 released in July 2021

▪ Initial Climate Action Plan released in December 2021

▪ Inaugural We Are One Human Capital Report published in January 2021

▪ 2021 Building America Report

 

These reports are or will be available on our website up.com under the Investor drop-down menu, under Sustainability.

9

Proxy Summary

Shareholder Outreach

We believe that engagement with our shareholders is an important part of our Company’s success and have an active shareholder engagement program. Our shareholder engagement efforts help us to better understand our shareholders’ priorities and concerns and enable the Company to most effectively address issues important to our shareholders. Our Investor Relations team regularly meets with investors and investment analysts. Our head of Investor Relations communicates topics discussed and shareholder feedback to senior management and the Board for consideration in their decision-making.

In 2021, as part of our regular shareholder engagement, management participated in 12 investor conferences, over 75 virtual or in-person investor meetings, and hosted more than 400 conference calls with investors and analysts. In May 2021, we conducted an Investor Day, our first since May 2018. At this virtual event, we presented our strategic plan for future business growth, while providing financial targets for 2022 to 2024.

We engaged in dialogue with holders of more than 50% of our total shares outstanding. Additionally, we met with 60% of our top 100 investors. We engaged with investors on various topics, including:

	▪ Company performance
	▪ Strategic planning
	▪ Sustainability
	▪ Succession planning and governance
	▪ Human capital management, including diversity and inclusion
	▪ Shareholder proposals

We have made several enhancements to our ESG disclosures in response to shareholder feedback we received in the past year, including the disclosure of our 2018, 2019, and 2020 EE0-1 reports and the recent publication of our Human Capital Report, We Are One. We also published our initial Climate Action Plan in December 2021 outlining our approach to driving innovative climate action and responding to emerging risks affecting the rail industry. Additionally, we became the first U.S. rail to announce our commitment to achieve a net zero greenhouse gas (GHG) emissions target by 2050.

We were encouraged with the results of our say-on-pay vote at our 2021 Annual Meeting of Shareholders as we received shareholder support of 93.7% for our executive compensation program. We believe that the executive compensation decisions made in 2021 together with the revisions we made in prior years benefit shareholders and continue to align with our strategy and pay-for-performance philosophy.

10

Proxy Summary

Executive Compensation Highlights

▪ In 2021, seventy-five percent (75%) of the target compensation opportunity provided to Mr. Fritz and fifty-five percent (55%) of the target compensation opportunity provided to the rest of the Named Executive Officers (NEOs) was in the form of long-term incentive equity awards

▪ 2021 long-term incentive awards granted in February consisted of sixty percent (60%) performance stock units and forty percent (40%) stock options

▪ Performance stock unit awards granted in 2021 were based:

• two-thirds (2/3) on the average annual return on invested capital (ROIC) for a three-year performance period (Performance Period)

• one-third (1/3) on the Company’s operating income growth (OIG) over the Performance Period as compared to the OIG of the companies in the S&P 100 Industrials Index and the Class I Railroads

▪ In 2021, our formula-based annual incentive plan was based on:

• seventy percent (70%) on the attainment of specified Company financial performance goals (equally weighted between operating income and operating ratio)

• twenty percent (20%) on the Company’s performance against pre-established strategic business objectives

• ten percent (10%) on individual executive performance

 

▪ Under our formula-based annual incentive plan, performance for 2021 resulted in a payment between 117% and 119% of target for the five NEOs

▪ Based on our three-year average return on invested capital (ROIC) of 15.1% and our relative Operating Income Growth at the 48th percentile, performance stock units for the three-year performance period (2019-2021) ending in 2021 vested at 50% of target

▪ The compensation earned in 2021 by Mr. Fritz and the other NEOs, as described in the CD&A section of this Proxy Statement, reflects our policy of having a significant portion of our executives’ compensation tied to annual and long-term Company performance

11

UNION PACIFIC CORPORATION

1400 Douglas Street, 19th Floor

Omaha, NE 68179

 

PROXY STATEMENT

FOR

ANNUAL MEETING OF SHAREHOLDERS

TO BE HELD ON MAY 12, 2022

INFORMATION ABOUT THE ANNUAL MEETING, VOTING AND PROXIES

Important Notice Regarding the Availability of Proxy

Materials for the Shareholder Meeting to Be Held on May 12, 2022

This Proxy Statement and our 2021 Annual Report on Form 10-K are available at www.up.com under the

“Investors” caption link by selecting “Annual Reports/Form 10-Ks/Proxy”

www.up.com/investor/annual.

Shareholders may also request a copy of this Proxy Statement and our 2021 Annual Report

on Form 10-K by emailing investor.relations@up.com or by calling (402) 544-4227.

Date, Time and Place of Meeting

This Proxy Statement is being furnished to shareholders of Union Pacific Corporation (the Company) in connection with the solicitation of proxies by the Board of Directors of the Company (the Board) for use in voting at the Annual Meeting of Shareholders or any adjournment or postponement thereof (the Annual Meeting). The Annual Meeting will be held on Thursday, May 12, 2022, at 8:00 A.M., Central Daylight Time, via live audio webcast at www.virtualshareholdermeeting.com/UNP2022. This Proxy Statement and the accompanying proxy card are being distributed and made available to shareholders of the Company on March 29, 2022. As part of our precautions regarding the coronavirus pandemic, the Annual Meeting is being held solely by means of remote communication.

Record Date, Outstanding Shares and Quorum

Only holders of record of the Company’s common stock at the close of business on March 18, 2022 (the Record Date), will be entitled to vote at the Annual Meeting. On the Record Date, we had 628,387,011 shares of common stock outstanding and entitled to vote. If a majority of the shares outstanding on the Record Date are present and entitled to vote on any matter at the Annual Meeting, we will have a quorum at the Annual Meeting. Any shares represented by proxies that are marked for, against or to abstain from voting on a proposal will be counted as present for the purpose of determining whether there is a quorum.

Internet Availability of Proxy Materials

Again this year, we are using the Securities and Exchange Commission (SEC) rule that allows companies to furnish their proxy materials over the Internet. As a result, we are mailing a Notice of Internet Availability of Proxy Materials instead of a paper copy of the proxy materials. All shareholders receiving the notice will have the ability to access the proxy materials over the Internet and may request to receive a paper copy of the proxy materials by mail. Instructions on how to access the proxy materials over the Internet or to request a paper copy may be found in the Notice of Internet Availability of Proxy Materials. In addition, the notice contains information on how you may request access to proxy materials in printed form by mail or electronically on an ongoing basis.

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INFORMATION ABOUT THE ANNUAL MEETING, VOTING AND PROXIES

Accessing Proxy Materials over the Internet

Your Notice of Internet Availability of Proxy Materials, proxy card or voting instruction card will contain instructions on how to:

• View our proxy materials for the Annual Meeting on the Internet; and

• Instruct us to send our future proxy materials to you electronically by email or the Internet.

Our proxy materials will be available for shareholders of record during the voting period at www.proxyvote.com. From this website, you also will be able to vote prior to the Annual Meeting. To access this website, you will need your 16-digit control number included on your Notice of Internet Availability of Proxy Materials, on your proxy card or on the instructions that accompanied your proxy materials.

Your Notice of Internet Availability, proxy card or voting instruction card will contain instructions on how you access our proxy materials electronically and, if you currently receive paper copies of these materials, how you may request proxy materials electronically on an ongoing basis. Choosing to access your future proxy materials electronically will help us conserve natural resources and reduce the costs of distributing our proxy materials.

Voting Rights

Holders of our common stock are entitled to one vote for each full share held as of the Record Date.

Under Proposal Number 1, directors will be elected by a majority of the votes cast by the shares of common stock present at the Annual Meeting (either in person or by proxy) and entitled to vote on the election of directors, which means that a nominee will be elected if he or she receives more “for” votes than “against” votes. Pursuant to Section 9 of Article I of the Company’s By-Laws and applicable laws of the State of Utah, a nominee who does not receive more “for” votes than “against” votes will be elected to a shortened term expiring on the earlier of: (i) 90 days after the day on which the Company certifies the voting results; or (ii) the day on which a person is selected by the Board to fill the office held by the director.

Approval of Proposal Number 2 (ratification of the appointment of the independent registered public accounting firm) and Proposal Number 3 (advisory vote to approve executive compensation) requires the affirmative vote of a majority of the votes cast on the proposal (either in person or by proxy).

If your shares are held in street name (that is, through a broker, bank, trustee, nominee or other holder of record), you are considered a beneficial owner of those shares. As the beneficial owner of those shares, you have the right to direct your broker, bank, trustee, nominee or other holder of record how to vote. If you do not provide voting instructions to your broker in advance of the Annual Meeting, New York Stock Exchange (NYSE) rules allow, but do not require your broker to vote on the ratification of the independent registered accounting firm in Proposal Number 2. If you do not provide voting instructions, your broker will not have discretion to vote your shares on Proposal Numbers 1 and 3 resulting in what is referred to as broker non-votes on those matters. Accordingly, in order for your shares to be voted on all proposals, we encourage you to provide voting instructions to your broker as described in these proxy materials.

The Board recommends that you vote FOR each of the nominees in Proposal Number 1 and FOR Proposal Numbers 2 and 3.

In accordance with Utah law, abstentions and broker non-votes are not treated as votes cast and, therefore, are not counted in determining which directors are elected under Proposal Number 1 and which matters are approved under Proposal Numbers 2 and 3.

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INFORMATION ABOUT THE ANNUAL MEETING, VOTING AND PROXIES

Solicitation and Voting of Proxies

Whether you hold shares directly as a shareholder of record or in street name (that is, through a broker, bank, trustee, nominee or other holder of record), you may direct how your shares are voted without participating in the Annual Meeting. There are three ways to vote by proxy:

• Via the Internet — Shareholders who have received a Notice of Internet Availability of Proxy Materials by mail may submit proxies over the Internet by following the instructions on the notice. Shareholders who have received proxy materials by email may submit proxies over the Internet by following the instructions included in the email. Shareholders who have received a paper copy of a proxy card or voting instruction card by mail may submit proxies over the Internet by following the instructions on the proxy card or voting instruction card.

• By Telephone — Shareholders of record who live in the United States or Canada may submit proxies by telephone by calling 1-800-690-6903 and following the instructions. Shareholders of record who have received a Notice of Internet Availability of Proxy Materials by mail must have the control number that appears on their notice available when voting. Shareholders of record who have received a proxy card by mail must have the control number that appears on their proxy card available when voting. Shareholders who hold shares in street name who have received proxy materials by email must have the control number included in the email available when voting.

• By Mail — Shareholders who have received a paper copy of a proxy card or voting instruction card by mail may submit proxies by completing, signing and dating their proxy card or voting instruction card and mailing it in the accompanying pre-addressed envelope.

If you sign and return your proxy card but do not give any voting instructions, your shares will be voted “FOR” the election of each of the director nominees listed in Proposal Number 1 below, “FOR” Proposal Number 2 and “FOR” Proposal Number 3. To our knowledge, no other matters will be presented at the Annual Meeting. However, if any other matters of business are properly presented, the proxy holders named on the proxy card are authorized to vote the shares represented by proxies according to their judgment.

Confidential Voting Policy

The Board maintains a confidential voting policy pursuant to which Broadridge Financial Services, Inc. (Broadridge) receives shareholder proxies or voting instructions, and representatives of Broadridge, serving as independent inspectors of election, certify the vote. Proxies, as well as telephone and Internet voting instructions, will be kept confidential from management (except in certain cases where it may be necessary to meet legal requirements, including a contested proxy solicitation or where a shareholder writes comments on the proxy card). Reports concerning the vote may be made available to the Company, provided such reports do not reveal the vote of any particular shareholder.

Revocation of Proxies

After you submit your proxy you may revoke it at any time before voting takes place at the Annual Meeting. You can revoke your proxy in two ways: (i) deliver to the Secretary of the Company a written notice, dated later than the proxy you want to revoke, stating that the proxy is revoked or (ii) submit new telephone or Internet instructions or deliver a validly executed later-dated proxy. For this purpose, communications to the Secretary of the Company should be addressed to 1400 Douglas Street, 19^th Floor, Omaha, Nebraska 68179 and must be received before the time that the proxy you wish to revoke is voted at the Annual Meeting. Please note that if your shares are held in street name (that is, a broker, bank, trustee, or nominee or other holder of record holds your shares on your behalf) and you wish to revoke a previously granted proxy, you must contact that entity and submit new voting instructions to your broker, bank, trustee, nominee or other holder of record. You may also revoke your proxy by attending and voting during the Annual Meeting before the polls are closed.

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INFORMATION ABOUT THE ANNUAL MEETING, VOTING AND PROXIES

Expenses of Solicitation

The Company will pay the entire cost of preparing, printing, mailing and distributing the notices and proxy materials and soliciting votes. In addition to the mailing of the notices and proxy materials, proxies may be solicited by personal interview, telephone and electronic communication by the directors, officers and employees of the Company acting without special compensation. We also make arrangements with brokerage houses and other custodians, nominees and fiduciaries for the forwarding of solicitation material to the street name holders of shares held of record by such individuals, and the Company will reimburse such custodians, nominees and fiduciaries for reasonable out-of-pocket expenses incurred by them in connection with such solicitation. In addition, the Company engaged Morrow Sodali, LLC, 470 West Avenue, Stamford, CT 06902, to solicit proxies on its behalf. The anticipated fees of Morrow Sodali LLC are $17,500, plus certain other customary fees and expenses.

Attending the Annual Meeting

This year’s Annual Meeting is being held solely by means of remote communication, and shareholders may not physically attend the meeting. Shareholders of record as of the record date may attend, participate in, vote at, and listen to the Annual Meeting via live audio webcast via the Internet at www.virtualshareholdermeeting.com/UNP2022 when you enter your 16-digit control number included on your Notice of Internet Availability of Proxy Materials, on your proxy card or on the instructions that accompanied your proxy materials. Instructions on how to access the Annual Meeting via the live audio webcast are posted at www.virtualshareholdermeeting.com/UNP2022. If your shares are held in street name and your voting instruction form or Notice of Internet Availability of Proxy Materials indicates that you may vote those shares through the www.proxyvote.com website, then you may access, participate in, and vote at the Annual Meeting with the 16-digit control number indicated on that voting instruction form or Notice of Internet Availability of Proxy Materials. Otherwise, shareholders who hold their shares in street name should contact their bank, broker, or other nominee (preferably at least 5 days before the Annual Meeting) and obtain a “legal proxy” in order to be able to attend, participate in, or vote at the Annual Meeting.

Access to the meeting will begin approximately 15 minutes before the scheduled meeting time, and you are encouraged to log on early to test your access. If you have technical problems accessing the annual meeting, you may contact the technical support number that will be posted on the virtual shareholder meeting log-in page.

Shareholders will be provided an opportunity to ask questions in advance of and during the Annual Meeting. We will only respond to questions that relate to the Company or the matters being presented at the Annual Meeting, and that otherwise comply with the rules of conduct that will be posted on the Annual Meeting website. We may group similar questions together and present a combined response. In the event that we are not able to respond to all proper questions that are submitted during the meeting, we will post responses on our Investor Relations website as soon as practical following the Annual Meeting.

Information Regarding the Company

References to the Company’s website included in this Proxy Statement and in the Company’s 2021 Annual Report on Form 10-K are provided as a convenience and do not constitute, and should not be deemed, an incorporation by reference of the information contained in, or available through, the website.

15

PROPOSAL NUMBER 1 – Election of Directors

The Board currently consists of twelve members. At the recommendation of the Corporate Governance and Nominating Committee, the Board has nominated Mses. Edison, Finley, Hopkins and Lute and Messrs. DeLaney, Dillon, Fritz, McCarthy, Villarreal and Williams for election as directors. Each of the ten nominees currently serve as a director of the Company. Each of the nominees has consented to being named as a nominee and to serve if elected. If any nominee(s) for director for any reason becomes unavailable for election, it is intended that discretionary authority will be exercised by the persons named in the enclosed proxy in respect of the election of such other person(s) as the Board shall nominate.

Thanks to Our Retiring Directors. Andrew H. Card, Jr. and Thomas F. McLarty III, both valued members of our Board, will retire from the Board at the Annual Meeting and will not stand for re-election. The Board wishes to thank Messrs. Card and McLarty for their years of dedicated service and work on behalf of the Company and its shareholders.

Vote Required for Approval

Directors will be elected by a majority of the votes cast by the shares present at the Annual Meeting and entitled to vote on the election of directors, which means that a nominee will be elected if he or she receives more “for” votes than “against” votes. Pursuant to Section 9 of Article I of the Company’s By-Laws and applicable laws of the State of Utah, if a nominee does not receive more “for” votes than “against” votes, he or she will be elected to a shortened term that terminates on the earlier of: (i) 90 days after the day on which the Company certifies the voting results; or (ii) the day on which a person is selected by the Board to fill the office held by the director.

The Board recommends a vote FOR the election of each of the nominated directors.

Directors/Nominees

The following identifies the Company’s nominees for election to the Board. Each of the nominees currently serves as a director. Each nominee, if elected, will serve for a term of one year or until his or her successor is elected and qualified.

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PROPOSAL NUMBER 1 – Election of Directors

WILLIAM J. DELANEY	INDEPENDENT
AGE: 66 DIRECTOR SINCE: 2018 COMMITTEES:	EXPERIENCE
	Former Chief Executive Officer Sysco Corporation
	Most recently, Mr. DeLaney served as Chief Executive Officer of Sysco Corporation (Sysco), a food marketing and distribution company, from March 2009 until his retirement in December 2017. Prior to that, Mr. DeLaney served in various other roles for Sysco, including Executive Vice President and Chief Financial Officer, and then President.   Mr. DeLaney has valuable business and strategic leadership experience, as well as knowledge of rail operations from a customer perspective, due to serving as the Chief Executive Officer of Sysco. Additionally, Mr. DeLaney has an extensive finance background, having also previously acted as Sysco’s Chief Financial Officer, and has significant experience serving on the boards of other public companies.
	OTHER PUBLIC DIRECTORSHIPS (within the last 5 years)
	CURRENT • Cigna Corporation (since 2018)   FORMER • Sanmina Corporation (2018-2019) • Sysco Corporation (2009-2017) • Express Scripts Holding Company (2011-2018) (acquired by Cigna Corporation in 2018)

DAVID B. DILLON	INDEPENDENT
AGE: 70 DIRECTOR SINCE: 2014 COMMITTEES:	EXPERIENCE
	Former Chairman and CEO The Kroger Co.
	Most recently, Mr. Dillon served as the Chairman of the Board of the Kroger Co. (Kroger), and as the Chief Executive Officer of Kroger. Prior to that, Mr. Dillon served in various other roles with Kroger, including President, and Executive Vice President, and he also served as President for Dillon Companies, Inc.   Mr. Dillon has valuable retail business and strategic leadership experience as a result of his role as Chief Executive Officer of Kroger. Additionally, Mr. Dillon has a demonstrated ability to understand complex logistics operations, and skills in financial audit matters, as well as extensive experience serving on the boards of other public companies.
	OTHER PUBLIC DIRECTORSHIPS (within the last 5 years)
	CURRENT • 3M Company (since 2015)

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PROPOSAL NUMBER 1 – Election of Directors

SHERI H. EDISON	INDEPENDENT
AGE: 65 DIRECTOR SINCE: 2021 COMMITTEES:     *Appointment effective upon election at the May 12, 2022 Annual Meeting of Shareholders	EXPERIENCE
	Former Executive Vice President and General Counsel Amcor plc
	Most recently, Ms. Edison served as the Executive Vice President and General Counsel of Amcor plc, a global packaging company, from 2019 until her retirement in June 2021. Prior to that, Ms. Edison was the Senior Vice President, Chief Legal Officer and Secretary for the Bemis Company, Inc., also a global packaging company, from 2017 until it was acquired by Amcor in 2019, and as its Vice President, General Counsel and Secretary from 2010 to 2016. She also served as the Senior Vice President, Chief Administrative Officer of Hill-Rom Holdings, Inc, a global medical device company, from 2007 to 2010 and its Vice President, General Counsel and Secretary from 2004 to 2007. Ms. Edison began her career as an attorney in private practice.   Ms. Edison has substantial legal, regulatory, compliance, corporate governance and international business expertise due to her experience as a general counsel and her service in other roles at publicly traded manufacturing companies in the medical device and packaging industries. Additionally, Ms. Edison brings to the Board her extensive experience in the areas of strategy and risk management, as well as valuable experience serving on the boards of other public companies.
	OTHER PUBLIC DIRECTORSHIPS (within the last 5 years)
	CURRENT • Cardinal Health (since 2020)   FORMER • AK Steel (2014-2020)

TERESA M. FINLEY	INDEPENDENT
AGE: 60 DIRECTOR SINCE: 2022     *Appointment effective upon election at the May 12, 2022 Annual Meeting of Shareholders	EXPERIENCE
	Former Chief Marketing and Business Services Officer United Parcel Service, Inc.
	Ms. Finley was a Senior Advisor for Boston Consulting Group, a global management consulting firm, from 2019 until November 2021. Prior to that, Ms. Finley served as the Chief Marketing and Business Services Officer for United Parcel Service, Inc. (UPS), a global package delivery company and leading provider of specialized transportation logistics services, from 2015 until her retirement from UPS in 2017. During her more than 30 years of experience with UPS, Ms. Finley’s prior roles included Treasurer & Vice President of Finance, Corporate Controller, Vice President, Investor Relations, and leadership positions in UPS’s business units.   Ms. Finley brings to the Board a deep understanding of how finance, investor relations, marketing, technology, and pricing operate in a complex organization that is at the center of global supply chains. Additionally, Ms. Finley possesses transportation and logistics expertise in the areas of marketing, pricing and financial strategy and has public board experience.
	OTHER PUBLIC DIRECTORSHIPS (within the last 5 years)
	CURRENT • TriMas Corporation (since 2020)

18

PROPOSAL NUMBER 1 – Election of Directors

LANCE M. FRITZ	MANAGEMENT
AGE: 59 DIRECTOR SINCE: 2015	EXPERIENCE
	Chairman, President and Chief Executive Officer Union Pacific Corporation and Union Pacific Railroad Company
	Mr. Fritz is currently serving as the Chairman, President and Chief Executive Officer of the Company and the Railroad, and has held these roles since 2015. Prior to that Mr. Fritz served in various roles for the Railroad, including President and Chief Operating Officer, Executive Vice President-Operations, Vice President-Labor Relations, and several other executive positions in the Railroad’s operating and marketing and sales departments.   Mr. Fritz has extensive operational and managerial experience, as well as a deep institutional knowledge and track record of success, due to his lengthy tenure with the Company and the Railroad.
	OTHER PUBLIC DIRECTORSHIPS (within the last 5 years)
	CURRENT • Parker Hannifin Corporation (since 2021)

DEBORAH C. HOPKINS	INDEPENDENT
AGE: 67 DIRECTOR SINCE: 2017 COMMITTEES:	EXPERIENCE
	Former Chief Executive Officer Citi Ventures and Former Chief Innovation Officer Citi
	Most recently, Ms. Hopkins was the Chief Executive Officer of Citi Ventures and the Chief Innovation Officer of Citigroup, Inc., a global investment bank and financial services corporation, holding both positions from 2008 to 2016. Prior to that Ms. Hopkins served in various roles with Citigroup, including Chief Operations and Technology Officer, Senior Advisor to Corporate and Investment Bank and Head of Corporate Strategy. Ms. Hopkins also has served as Chief Financial Officer for each of Lucent Technologies and The Boeing Company and has served in various roles for General Motors Company, including Vice President of Finance, Europe and General Auditor, and as the Corporate Controller for Unisys Corporation.   Ms. Hopkins has significant experience in finance, technology and innovation due to her various leadership positions overseeing those areas at multinational companies. Additionally, Ms. Hopkins has extensive experience serving on the boards of other public companies, including, in addition to those listed below, DuPont.
	OTHER PUBLIC DIRECTORSHIPS (within the last 5 years)
	CURRENT • Bridge Investment Group Holdings Inc. (since 2021) • Compass Digital Acquisition Corp. (since 2021) • Marsh and McLennan Companies (since 2017)   FORMER • Virtusa Corporation (2018-2021) • Qlik Technologies Inc. (2011-2016)

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PROPOSAL NUMBER 1 – Election of Directors

JANE H. LUTE	INDEPENDENT
AGE: 65 DIRECTOR SINCE: 2016 COMMITTEES:	EXPERIENCE
	Strategic Advisor SICPA, North America
	Ms. Lute is currently serving as a Strategic Advisor for SICPA, North America, a global provider of security inks, having previously served as its President and Chief Executive Officer; a Special Advisor to the Secretary-General of the United Nations, where she has held several position in peacekeeping and peace building; and as a Director for the Center for Internet Security (CIS), an operating nonprofit organization focused on developing cyberdefense best practices and home of the Multi-State Information Sharing and Analysis Center providing cyber security services for state, local, tribal and territorial governments; and has held such positions since 2017, 2016 and 2015 respectively. Prior to that, Ms. Lute served as the Chief Executive Officer for CIS from 2015 to 2016, and has also served as the Deputy Secretary for the U.S. Department of Homeland Security, and on the National Security Council Staff under Presidents George H.W. Bush and William Jefferson Clinton. Ms. Lute has also served in the United States Army.   Ms. Lute has unique and invaluable knowledge and leadership experience that she has gained through her extensive military and government service, including her service at the U.S. Department of Homeland Security and the United Nations. Additionally, she has expertise with cyber security matters developed through her role as Chief Executive Officer of CIS.
	OTHER PUBLIC DIRECTORSHIPS (within the last 5 years)
	CURRENT • Shell plc (since 2021) • Marsh and McLennan Companies (since 2020)   FORMER • Atlas Worldwide Holdings, Inc. (2018-2021)

MICHAEL R. MCCARTHY	INDEPENDENT | LEAD DIRECTOR
AGE: 70 DIRECTOR SINCE: 2008 COMMITTEES:	EXPERIENCE
	Chairman McCarthy Group, LLC and Co-Chairman Bridges Trust Company
	Mr. McCarthy is currently serving as Chairman of McCarthy Group, LLC, a private investment group which he co-founded in 1986, and as Co-Chairman of Bridges Trust Company, a wealth management firm, since 2021. Mr. McCarthy also currently serves as the Company’s lead independent director, and has served in that role since 2016.   Mr. McCarthy has extensive experience providing strategic and operational advice to businesses in various sectors of the economy, as well as financial expertise and a valuable background in leading successful investment companies, gained through founding and serving as Chairman of McCarthy Group, LLC and serving as Co-Chairman of Bridges Trust Company. Additionally, Mr. McCarthy has significant experience serving on the boards of other public companies.
	OTHER PUBLIC DIRECTORSHIPS (within the last 5 years)
	FORMER • Cabela’s Incorporated (1996-2017)

20

PROPOSAL NUMBER 1 – Election of Directors

JOSE H. VILLARREAL	INDEPENDENT
AGE: 68 DIRECTOR SINCE: 2009 COMMITTEES:	EXPERIENCE
	Retired Advisor Akin, Gump, Strauss, Hauer & Feld LLP
	Most recently, Mr. Villarreal served as a non-employee advisor with Akin, Gump, Strauss, Hauer & Feld LLP, an international law firm, and was previously a partner at the firm. Mr. Villareal also previously served as Assistant Attorney General for the Public Finance Division of the Texas Attorney General’s Office, and has served in senior roles in numerous presidential campaigns, as well as in the role of United States Commissioner General to the Shanghai 2010 World Expo.   Mr. Villarreal has valuable legal, regulatory and compliance expertise, as well as extensive government affairs experience gained from his service in state and federal public offices, his involvement in presidential campaigns, and as a partner with Akin, Gump, Strauss Hauer & Feld, LLP. Additionally, Mr. Villarreal has significant service and experience on boards of other public companies, including PMI Group, Inc., First Solar, Inc. and Walmart Inc.

CHRISTOPHER J. WILLIAMS	INDEPENDENT
AGE: 64 DIRECTOR SINCE: 2019 COMMITTEES:	EXPERIENCE
	Chairman Siebert Williams Shank & Co.
	Mr. Williams is currently serving as the Chairman of Siebert Williams Shank & Co., LLC, an investment banking and financial services company, and has held this position since November 4, 2019, when The Williams Capital Group, L.P. and Williams Capital Management, LLC (collectively Williams Capital), an investment banking and financial services firm that Mr. Williams founded, merged with Siebert Cisneros Shank & Co., L.L.C. Prior to the merger, Mr. Williams served as the Chairman and Chief Executive Officer of Williams Capital, holding that position since the company’s formation in 1994. Mr. Williams also previously worked at Jeffries and Company and Lehman Brothers.   Mr. Williams has extensive financial, accounting and strategic knowledge gained during his years of experience in investment banking and finance, as well as valuable executive management and leadership experience due to his role as Chairman and Chief Executive Officer of Williams Capital. Additionally, he has significant experience serving on the boards of other public companies, including, in addition to those listed below, Walmart Inc.
	OTHER PUBLIC DIRECTORSHIPS (within the last 5 years)
	CURRENT • Ameriprise Financial (since 2016) • The Clorox Company (since 2015)   FORMER • Caesars Entertainment Corporation (2003-2019)

21

PROPOSAL NUMBER 1 – Election of Directors

Director Qualifications and Experience

The Corporate Governance and Nominating Committee considered the character, experience, qualifications and skills of each director nominee when determining whether he or she should serve as a director of the Company. Consistent with the stated criteria for director nominees described on page 23 below and included in the Company’s Corporate Governance Guidelines and Policies, the Committee determined that each director nominee exhibits a high degree of integrity, has significant professional accomplishments, and has proven leadership experience. Each director nominee is or has been a leader in his or her respective field and brings diverse talents and perspectives to the Board. The Committee also considered the experience and qualifications that each director nominee brings to the Board outlined above in each director’s biographical information, as well as service on boards of other public companies.

The Committee utilizes the following list of skills and qualifications identified in the table below that are particularly relevant to the Company when evaluating director nominees, both from an individual and collective standpoint. The fact that a particular skill or qualification is not designated does not mean the director nominee does not possess that particular attribute. Rather, the skills and qualifications noted below are those reviewed by the Corporate Governance and Nominating Committee and the Board in making nomination decisions and as part of the Board succession planning process. We believe the combination of the skills and qualifications shown below demonstrates how the Board is well-positioned to provide strategic oversight and guidance to management.

 

22

PROPOSAL NUMBER 1 – Election of Directors

Board Refreshment

The Corporate Governance and Nominating Committee is responsible for developing and periodically reviewing and recommending to the Board the appropriate skills and characteristics required of Board members in the context of the current composition of the Board. Such criteria, as described in the Company’s Corporate Governance Guidelines and Policies, include: business and management experience; familiarity with the business; customers and suppliers of the Company; varying and complementary talents, backgrounds and perspectives; diversity (inclusive of gender, race, ethnicity and national origin); and relevant legal, regulatory and stock exchange requirements applicable to the Board and certain of its Committees.

All potential new Board candidates should exhibit a high degree of integrity and ethics consistent with the values of the Company and the Board. In all our director nominee searches, the Committee is committed to actively seeking out highly qualified women (Mses. Edison, Finley, Hopkins and Lute) and other diverse candidates (Ms. Edison and Messrs. Villarreal and Williams), for consideration as nominees to the Board. The Committee ultimately seeks to identify and nominate candidates with diverse talents, backgrounds and perspectives who will enhance and complement the skills and expertise of the Board and satisfy the Board membership criteria included in the Company’s Corporate Governance Guidelines and Policies. In determining the independence of a candidate, the Committee relies upon the independence standards adopted by the Board. In addition, the Committee requires that all candidates:

• Exhibit a high degree of integrity and ethics consistent with the values of the Company and the Board;

• Have demonstrable and significant professional accomplishments; and

• Have effective management and leadership capabilities.

The Committee also values familiarity with the rail transportation industry and considers the number of other public boards on which candidates serve when determining whether the individual circumstances of each candidate will allow the candidate sufficient time to effectively serve on the Board and contribute to its function and activities.

The Committee meets each year to consider the inclusion of nominees in the Company’s proxy statement. During this meeting, the Committee considers each nominee by:

• Reviewing relevant information provided by the nominee in his or her Company questionnaire;

• Applying the criteria listed above; and

• Assessing the performance of the Board and each nominee during the previous year with respect to current members of the Board.

As part of the Committee’s oversight of the Board’s self-evaluation process, the Committee assesses the effectiveness of the criteria listed above when evaluating all new director candidates and when assessing the composition of the Board. The Committee will consider candidates recommended by shareholders under the same standards after concluding that any such recommendations comply with the requirements outlined below. During 2021, the Company retained the services of Heidrick & Struggles to help identify and evaluate suitable director candidates. Mses. Edison and Finley were first identified as director candidates by non-management directors.

23

PROPOSAL NUMBER 1 – Election of Directors

Board Tenure

We believe that Board tenure diversity is important, and directors with many years of service provide the Board with a deep knowledge of our Company, while newer directors lend fresh perspectives. The charts below reflect the Board tenure of our current directors and the tenure of our director nominees standing for election at the Annual Meeting. The average tenure of all directors currently serving on our Board is 7.3 years. Excluding Mr. Card and Mr. McLarty, who will retire from our Board in May and who are not standing for re-election, the average tenure of our Board nominees is 5.8 years.

 

Evaluation of Board and Committee Effectiveness and Performance

The Corporate Governance and Nominating Committee is responsible for overseeing the annual self-evaluation process of the Board and its committees, which is used by the Board and each committee to assess their effectiveness, their performance and opportunities for improvement. In addition, each committee reviews its Charter annually and reports to the Corporate Governance and Nominating Committee and the Board on its self-evaluation and review of its Charter.

During 2021, the Board and committee evaluation process involved the distribution of a self-assessment questionnaire to all Board and committee members inviting a review and written comments on all aspects of the Board and each committee’s role and responsibilities, as well as director performance and Board dynamics. Comments solicited related to a holistic review of how the Board can improve its key functions overseeing the Company’s overall governance and the enterprise risk profile of the Company, approving the Company’s strategic plan, monitoring strategy implementation and generally overseeing management’s operations of the business. In particular, for both the Board and the relevant committee, the process solicited ideas from directors about (i) improving prioritization of issues, (ii) improving quality of Board and committee discussions on key matters, (iii) identifying specific issues that should be discussed in the future, and (iv) identifying any other matters of importance to the functioning of the Board or committee.

The Corporate Governance and Nominating Committee will provide oversight for each committee and the Board as the directors continue discussing the results of this evaluation and work to address the recommendations.

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PROPOSAL NUMBER 1 – Election of Directors

Consideration of Director Nominees and Proxy Access

The Company’s By-Laws provide for “proxy access” for certain director candidates nominated by shareholders. Under the By-Laws, a shareholder or group of shareholders who have continuously held for three years a number of shares of Company common stock equal to three percent of the outstanding shares of Company common stock may request that the Company include in the Company’s proxy materials director nominees representing up to the greater of two directors or 20% of the current number of directors. Eligible shareholders wishing to have such candidates included in the Company’s Proxy Statement for the 2023 Annual Meeting of Shareholders should provide the information specified in the By-Laws to the Secretary of the Company in writing during the period beginning on October 30, 2022 and ending on November 29, 2022, and should include the information and representations required by the proxy access provisions set forth in the Company’s By-Laws.

The Corporate Governance and Nominating Committee will consider and evaluate individuals for service on the Board suggested by directors and other interested parties. Shareholders desiring to recommend candidates for consideration at the 2023 Annual Meeting should advise the Secretary of the Company in writing during the period beginning on January 12, 2023 and before the close of business on February 11, 2023, and should include the following information required by the nomination procedures set forth in the Company’s By-Laws, as well as any other information that would assist the Committee in evaluating the recommended candidates: (i) the name, age, and business and residence addresses of the candidate, (ii) the principal occupation of the candidate, and (iii) the number of shares of Company common stock beneficially owned by the candidate. A shareholder should also provide (i) his or her name and address, (ii) the number of shares of Company common stock beneficially owned by such shareholder, (iii) a description of all arrangements between himself or herself and the candidate and any other person pursuant to which the recommendation for nomination is being made, and (iv) the candidate’s written consent agreeing to any resulting nomination and to serve as a director if elected. The By-Laws are available on the Company’s website at www.up.com/investors/governance, and shareholders may obtain a printed copy by contacting the Secretary of the Company at the address set forth on the notice page of this Proxy Statement.

25

BOARD CORPORATE GOVERNANCE MATTERS

We are committed to implementing and following high standards of corporate governance, which we believe are important to the success of our business and create shareholder value. The Board has adopted Corporate Governance Guidelines and Policies, and, with ongoing input from the Corporate Governance and Nominating Committee, will continue to assess the appropriateness of these guidelines and policies and implement such changes and adopt such additions as may be necessary or desirable to promote the effective governance of the Company. We post these guidelines and policies on our website at www.up.com/investors/governance.

Director Independence

To assist it in making determinations of a director’s independence, the Board has adopted the independence standards set forth below. The Board affirmatively determined that former director, Mr. Patel, and all remaining directors, except for Mr. Fritz, Mses. Edison, Finley, Hopkins and Lute and Messrs. Card, DeLaney, Dillon, McCarthy, McLarty, Villarreal and Williams, have no material relationship with the Company or any of its consolidated subsidiaries, including Union Pacific Railroad Company (the Railroad), (either directly or as a partner, shareholder or officer of an organization that has a relationship with the Company) and are independent within the meaning of the applicable listing standards of the NYSE and the Director Independence Standards adopted by the Board.

Additionally, the Board determined that all Board Committees are comprised entirely of independent directors and that all members of the Audit Committee, Compensation and Benefits Committee and Finance Committee meet the additional independence standards applicable to such committee members as set forth below.

The Board’s independence determination included a review of the payments over the last three years between the Railroad and LyondellBasell Industries, N.V. (LyondellBasell). Mr. Patel was the Chief Executive Officer of LyondellBasell until December 31, 2021, and a director of the Company until May 13, 2021. LyondellBasell paid the Railroad approximately $180 million, $127 million, and $127 million for transportation services in 2021, 2020 and 2019 respectively. These amounts were significantly less than 2% of LyondellBasell’s consolidated gross revenues for any of the past three years (0.4% for 2021, 0.5% for 2020 and 0.4% for 2019).

The Board reviewed the Railroad’s donation of the George Bush Locomotive (U.P No. 4141) to The George H. W. Bush Presidential Library and Museum. Mr. Card, a director of the Company, is a board member of the George and Barbara Bush Foundation. The Railroad incurred approximately $1.7 million to retire and donate the locomotive to the George H. W. Bush Presidential Library and Museum.

The Board also reviewed a payment made in 2019 to The Williams Capital Group, L.P. (Williams Capital). Mr. Williams is the Chairman of Siebert Williams Shank & Co., the successor to Williams Capital. The Company paid Williams Capital $87,500 in fees to serve as a co-manager in a July 2019 debt transaction. The Board noted that this payment was significantly less than 2% of Williams Capital’s consolidated gross revenues.

Director Independence Standards

An “independent” director is a director whom the Board has affirmatively determined has no material relationship with the Company or any of its consolidated subsidiaries either directly or as a partner, shareholder or officer of an organization that has a relationship with the Company. Accordingly, a director is also not independent if:

(1)
the director is, or within the last three years has been, an employee of the Company or an immediate family member of the director is, or within the last three years has been, an executive officer of the Company;

(2)
the director (a) or an immediate family member is a current partner of a firm that is the Company’s internal or external auditor; (b) is a current employee of such a firm; (c) has an immediate family member who is a current employee of such firm and personally works on the Company’s audit; or (d) or an immediate family member was within the last three years (but is no longer) a partner or employee of such a firm and personally worked on the Company’s audit within that time;

(3)
the director, or a member of the director’s immediate family, is, or within the last three years has been, an executive officer of another company where any of the Company’s present executives at the same time serves or served on that company’s compensation committee;

26

BOARD CORPORATE GOVERNANCE MATTERS

(4)
the director, or a member of the director’s immediate family, received or has received during any 12-month period within the last three years any direct compensation from the Company in excess of $120,000, other than compensation for Board service and pension or other forms of deferred compensation for prior service with the Company, and compensation received by the director’s immediate family member for service as a non-executive employee of the Company;

(5)
the director is a current employee of a company, including a professional services firm, that has made payments to or received payments from the Company, or during any of the last three years has made payments to or received payments from the Company, for property or services in an amount that, in any of the last three fiscal years, exceeded the greater of $1 million or 2% of the other company’s or firm’s consolidated gross revenues;

(6)
a member of the director’s immediate family is a current executive officer of another company, or a partner, principal or member of a professional services firm, that has made payments to or received payments from the Company, or during any of the last three fiscal years has made payments to or received payments from the Company, for property or services in an amount that, in any of the last three fiscal years, exceeded the greater of $1 million or 2% of the other company’s or firm’s consolidated gross revenues; and

(7)
the director is an executive officer, director or trustee of a non-profit organization to which the Company or Union Pacific Foundation makes, or within the last three years has made, payments that, in any single fiscal year, exceeded the greater of $1 million or 2% of the non-profit organization’s consolidated gross revenues (amounts that the Company or Union Pacific Foundation contribute under matching gifts programs are not included in the payments calculated for purposes of this standard).

For purposes of these standards, an “immediate family” member includes a director’s spouse, parents, children, siblings, mother and father-in-law, sons and daughters-in-law, brothers and sisters-in-law, and anyone (other than a domestic employee) who shares the director’s home.

Audit Committee and Compensation and Benefits Committee Independence Criteria

In addition to the Board’s Director Independence Standards above, a director is not considered independent for purposes of serving on the Audit Committee or the Compensation and Benefits Committee, and may not serve on such committees, if the director: (a) accepts, directly or indirectly, from the Company or any of its subsidiaries, any consulting, advisory, or other compensatory fee, other than Board and committee fees and fixed amounts of compensation under a retirement plan (including deferred compensation) for prior service with the Company; or (b) is an “affiliated person” of the Company or any of its subsidiaries; each as determined in accordance with NYSE and SEC rules and regulations.

27

BOARD CORPORATE GOVERNANCE MATTERS

Related Party Policy and Procedures

Under the Company’s Related Party Policy, transactions with related parties are subject to approval by the Corporate Governance and Nominating Committee (the Committee). Transactions subject to Committee review and approval include any transaction in which (i) the aggregate amount involved will or may be expected to exceed $120,000 in any calendar year, (ii) the Company is a participant, and (iii) any related party will have a direct or indirect interest (other than solely as a result of being a director or a less than 10% beneficial owner of another entity).

“Related party” is defined under the policy as any (i) person who is or was during the last fiscal year an executive officer or director of the Company or nominee for election as a director, (ii) greater than 5% beneficial owner of the Company’s common stock, or (iii) immediate family member of any of the foregoing. “Immediate family” member includes a person’s spouse, parents, stepparents, children, stepchildren, siblings, mothers and fathers-in-law, sons and daughters-in-law, and brothers and sisters-in-law and anyone residing in such person’s home (other than a tenant or employee).

In determining whether to approve or ratify a transaction, the Committee will consider, among other factors it deems appropriate, whether the transaction is on terms no less favorable than terms generally available to an unaffiliated third party under the same or similar circumstances and the extent of the related party’s interest in the transaction. The Committee will not approve any transaction if it determines it to be inconsistent with the interests of the Company and its shareholders.

Under the Related Party Policy, the Committee has pre-approved certain transactions. Such transactions include (i) any transaction with another company at which a related party’s only relationship is as an employee (other than an executive officer), direct or beneficial owner of less than 10% of that company’s shares, if the aggregate amount involved does not exceed the greater of $1 million or 2% of that company’s total annual revenues and the related party does not otherwise have a direct economic interest in the transaction; and (ii) any charitable contribution, grant or endowment by the Company or the Company’s foundation to a charitable organization, foundation, or university at which a related party’s only relationship is as an employee (other than an executive officer) or a director, if the aggregate amount involved does not exceed the lesser of $1 million or 2% of the charitable organization’s total annual receipts.

Additionally, the Board has delegated to the Chair of the Committee the authority to approve any transaction with any related party in which the aggregate amount involved is expected to be less than $1 million. At each regularly scheduled meeting of the Committee, a summary of each new transaction approved will be provided to the Committee for its review.

Related Party Transactions in 2021

Since 1994, the Railroad has historically and routinely done business with Omaha Track, Inc. and its related companies (Omaha Track). Kelvin Whited, who became the Chief Financial Officer of Omaha Track in July 2015, is the spouse of Elizabeth F. Whited, who became the Company’s Executive Vice President Sustainability and Strategy in February 2022 and was previously the Executive Vice President and Chief Human Resource Officer from August 2018 to January 2022.

In 2021, the Railroad paid Omaha Track or its affiliates approximately $21.8 million for tie disposal services, on-track scrap metal removal, and railcar repairs. All of these transactions are managed by the Railroad’s Supply Department and Ms. Whited has no involvement in these matters.

Omaha Track has been a transload provider to customers of the Railroad for transload shipments of various materials. The Railroad paid Omaha Track approximately $63,650 in 2021 in connection with these transload services. Ms. Whited is not involved in any commercial or rate discussions involving Omaha Track.

The Railroad provides transportation services to LyondellBasell. Mr. Patel was the Chief Executive Officer and a director of LyondellBasell until December 31, 2021, and a director of the Company until May 13, 2021. Payments to the Railroad over the last three years from LyondellBasell are detailed on page 26 of this Proxy Statement.

April Rocker, Senior Manager Signal Design, is the spouse of Kenny G. Rocker, who became the Company’s Executive Vice President Marketing and Sales on August 15, 2018. Ms. Rocker has been employed by the Railroad since March 1, 2004. Ms. Rocker’s taxable compensation from the Railroad in 2021 was approximately $121,000.

These transactions were approved by the Corporate Governance and Nominating Committee pursuant to the Company’s Related Party Policy.

28

BOARD CORPORATE GOVERNANCE MATTERS

Board Leadership Structure

The Board believes it is in the best interest of the Company for the Board to periodically evaluate the leadership structure of the Company and make a determination regarding whether to separate or combine the roles of Chairman and CEO based on circumstances at the time of its evaluation. By retaining flexibility to adjust the Company’s leadership structure, the Board is best able to provide for appropriate management and leadership of the Company and address any circumstances the Company may face. In accordance with the Company’s Corporate Governance Guidelines and Policies, the Board annually will elect a Chairman of the Board, who may or may not be the CEO of the Company. Additionally, the Guidelines provide that if the individual elected as Chairman of the Board is not an independent director, the independent directors also will elect a lead independent director.

The Board determined that having a combined Chairman and CEO at this time best allows the Board and management to focus on the oversight and implementation of the Company’s strategic initiatives and business plan to efficiently and effectively protect and enhance the Company’s long-term success and shareholder value.

In addition, the independent directors of the Board elected Mr. McCarthy as the lead independent director with the following responsibilities:

✔
Preside at meetings of the Board at which the Chairman and CEO are not present, including executive sessions of the independent directors;

✔
Approve the flow of information sent to the Board, and approve the agenda, schedule and what materials are sent for the Board meetings;

✔
Serve as the liaison between the independent directors and the Chairman and CEO;

✔
Be available for consultation and communication with major shareholders as appropriate;

✔
Oversee the process of evaluating and compensating the Chairman and CEO (in conjunction with the Compensation and Benefits Committee);

✔
Assure that a succession plan is in place for the Chairman and CEO, as well as the lead independent director;

✔
Authorize or recommend the retention of consultants who report directly to the full Board; and

✔
Assist the Board and Company officers in compliance with, and implementation of, the Company’s governance guidelines and policies.

The independent directors conducted executive sessions at all Board meetings in 2021. Mr. McCarthy also has the authority to call executive sessions of the independent directors. The Board has adopted a number of strong corporate governance practices that provide effective, independent oversight of management, including:

✔
Holding executive sessions of the non-management, independent directors after every Board meeting;

✔
Providing that only independent directors serve on key Board committees; and

✔
Conducting an annual performance evaluation of the Chairman and CEO by the independent directors.

The Board believes that the current leadership structure and succession planning coupled with an active lead independent director provides effective oversight of management and responsiveness to shareholders, while also continuing the solid leadership of the Company and the Board necessary to effect execution of the Company’s strategic plans.

29

BOARD CORPORATE GOVERNANCE MATTERS

Risk Oversight of the Company

The Board of Directors is responsible for overseeing the assessment and management of the critical enterprise risks affecting the Company. Management identifies and prioritizes enterprise risks (included in the risk factors disclosed in our Annual Report on Form 10-K) and reviews them with the Board at least once a year to answer any questions and obtain input related to mitigation strategies and categories of risk. The Board has delegated to the Audit Committee primary responsibility for oversight of risks related to financial and operational controls of the Company, as well as compliance, regulatory, safety, sustainability, climate, and cyber risks. The Audit Committee regularly receives reports throughout the year from the chief compliance officer and the senior executives responsible for financial reporting processes, safety and compliance, cybersecurity, and environmental and litigation matters. Additionally, the senior executives responsible for implementation of appropriate mitigation strategies for the Company’s top enterprise risks provide reports and updates directly to the Audit Committee and/or the Board throughout the year.

The Audit Committee also oversees the Company’s internal audit of enterprise risks selected for review and evaluation based upon the Company’s annual risk assessment model with the purpose of evaluating the effectiveness of mitigating controls and activities of Company personnel. The Company’s internal auditors present to the Audit Committee findings regarding the mitigating controls and processes for the enterprise risks selected for review. The Audit Committee, in turn, reports those findings to the entire Board.

To address and mitigate cybersecurity risks, our Senior Vice President- Information Technologies and Chief Information Officer and our Assistant Vice President and Chief Information Security Officer lead a team responsible for establishing enterprise-wide security strategy, standards, architecture, policies and processes, and report to the Board or Audit Committee at each of its regularly scheduled meetings. The team has robust processes and redundancies in place to prevent, detect and respond to potential threats. We also perform regular vulnerability scanning and system penetration testing to validate our security controls and assess our infrastructure and applications. All management employees take mandatory periodic security awareness training that includes information on data security policies and procedures, which is supplemented by Company-wide testing initiatives, including periodic phishing tests. Our risk-based information security program is designed to align our defenses and resources to identify, assess and address more likely and more damaging potential vulnerabilities, to provide support for our organizational mission and operational objectives, and to position us to detect, mitigate, and recover from a wide variety of potential attacks in a timely fashion.

We have recently defined climate risk as part of our enterprise risk management program. To address climate risk, our enterprise risk management program provides for the review, monitoring and mitigation of climate change risks and how these risks may affect the Company’s ability to participate in emerging commodity or financial markets or impact rail’s environmental advantage over other modes of transportation. The Audit Committee and our Board receive updates on Company activities and mitigation strategies related to climate risk.

The Nominating and Corporate Governance Committee monitors the allocation of risk and sustainability oversight among the Board and its Committees, as well as overseeing policies to address human rights risks in the Company’s supply chain. It also annually reviews the Company’s political activities and political activity reporting. The Compensation and Benefits Committee is responsible for assessing risks arising from the Company’s compensation policies and programs and oversees human capital-related risks, including with respect to the recruitment, development and retention of Company personnel and employee engagement and effectiveness.

The Company’s enterprise risk management process is dynamic and continually monitored so that the Company can timely identify and address any potential risks that arise in the ever-changing economic, political, legal and technology threat environment in which the Company operates.

30

BOARD CORPORATE GOVERNANCE MATTERS

Board of Directors Meetings and Committees

In accordance with applicable provisions of Utah law and the By-Laws of the Company, the business and affairs of the Company are managed under the direction of the Board. The Board has established standing Committees and adopted guidelines and policies to assist it in fulfilling its responsibilities as described below.

During 2021, the Board met six times. None of the directors attended fewer than 75% of the aggregate number of meetings of the Board and the Committees on which he or she served. Our Corporate Governance Guidelines and Policies reflect our policy that all directors should attend the Annual Meeting. In accordance with this policy, all eleven directors then serving attended last year’s Annual Meeting.

The Board currently maintains four standing committees − the Audit Committee, Finance Committee, Compensation and Benefits Committee, and Corporate Governance and Nominating Committee. Each of the committees operates under a written charter adopted by the Board, copies of which are available on the Company’s website at www.up.com/investors/governance, and shareholders may obtain copies by contacting the Secretary of the Company at the address set forth on the notice page of this Proxy Statement. Each committee has the ability to retain outside advisors to assist it in the performance of its duties and responsibilities.

All Board Committees are composed entirely of independent directors, satisfying both the independence standards of the NYSE and the Director Independence Standards set forth in the Company’s Corporate Governance Guidelines and Policies. Audit Committee members and Compensation and Benefits Committee members also satisfy the additional independence criteria applicable to Audit Committee and Compensation and Benefits Committee members under the listing standards of the NYSE.

 

*
Committee appointments effective upon election at the May 12, 2022 Annual Meeting of Shareholders

 

31

BOARD CORPORATE GOVERNANCE MATTERS

David B. Dillon Chair     Other Members: William J. DeLaney Deborah C. Hopkins Jane H. Lute Christopher J. Williams   Meetings in 2021: 10   FINANCIAL EXPERTS ON AUDIT COMMITTEE   The Board has determined that Mr. DeLaney, Mr. Dillon, Ms. Hopkins and Mr. Williams, each of whom are independent directors, qualify as “audit committee financial experts” as defined by the SEC and that each has accounting or related financial management expertise as required by NYSE Corporate Governance Listing Standards.	Overview	Committee Functions
	The Audit Committee assists the Board in fulfilling its responsibility to oversee: (i) the independence, performance, and qualification of the independent auditor, (ii) the audits of the Company and its subsidiaries, (iii) the system of internal controls implemented throughout the Company, (iv) the integrity of the Company’s financial statements, (v) the Company’s compliance with legal and regulatory requirements, and (vi) the performance of the Company’s internal audit function.   The Audit Committee meets regularly with the independent registered public accounting firm of the Company, financial management, the internal auditors, the chief compliance officer and the chief legal officer to provide oversight of the financial reporting process, internal control structure, and the Company’s compliance requirements and activities. The independent registered public accounting firm, the internal auditors, the chief compliance officer and the chief legal officer have unrestricted access to the Committee and meet regularly with the Committee, without Company management representatives present, to discuss the results of their examinations, their opinions on the adequacy of internal controls and quality of financial reporting, and various legal matters.   The Audit Committee has established policies and procedures for the pre-approval of all services provided by the independent registered accounting firm (as described on page 41 of this Proxy Statement).   The Audit Committee’s Report is included on page 42 of this Proxy Statement.	• Appoint, evaluate and retain our independent registered public accounting firm   • Maintain direct responsibility for the compensation, termination and oversight of the work of our independent registered public accounting firm and evaluate the independent registered public accounting firm’s qualifications, performance and independence   • Review and discuss earnings releases, audited financial statements and unaudited quarterly financial statements, including reviewing specific disclosures under ”Management’s Discussion and Analysis of Financial Condition and Results of Operations” presented in the Company’s Form 10-K and 10-Q filings   • Review the Company’s policies and procedures to maintain the adequacy and effectiveness of internal controls and disclosure controls   • Review the scope, resources and results of the internal audit program, including participation in the General Auditor performance review   • Oversee the Company’s enterprise risk management program as well as the annual enterprise risk assessment, including the oversight of risks related to financial statements and financial reporting processes, cybersecurity,environmental and litigation matters, safety and compliance   • Oversee the administration of the Company’s Code of Ethics for the Chief Executive Officer and Senior Financial Officers and the Statement of Policy on Ethics and Business Conduct for employees   • Oversee reporting of metrics and key performance indicators regarding safety and climate initiatives   • Oversee integration of ESG into the enterprise risk management framework, including monitoring and mitigation strategies

32

BOARD CORPORATE GOVERNANCE MATTERS

Thomas F. McLarty III Chair       Other Members: Deborah C. Hopkins Michael R. McCarthy Christopher J. Williams   Meetings in 2021: 5	Overview	Committee Functions
	The Finance Committee is responsible for assisting the Board with its review and oversight of the Company’s financial position, plans and programs and dividend policy and actions. The Finance Committee also assists the Board by reviewing strategic options and opportunities for the Company, including acquisitions and divestitures.	• Review, monitor and oversee the Company’s financial policies and financial plans, the Company’s capital structure, balance sheet, credit ratings, short-and long-term financing plans and programs, derivatives policy, share repurchases and dividend policy   • Review the Company’s liquidity position, including the Company’s credit facilities   • Review the Company’s investor relations programs, including the Company’s interaction with the investor community   • Appoint, oversee and review the performance of the Company’s internal investment committee that is responsible for the investment management of assets held by the Company’s pension, thrift and other funded employee benefit programs   • Oversee financing for sustainability and climate initiatives

33

BOARD CORPORATE GOVERNANCE MATTERS

 

William J. DeLaney Chair     Other Members: Andrew H. Card, Jr. David B. Dillon Jose H. Villarreal   Meetings in 2021: 6   COMPENSATION AND BENEFITS INTERLOCKS AND INSIDER PARTICIPATION   There were no Compensation and Benefits Committee interlocks or insider participation in 2021.	Overview	Committee Functions
	The Compensation and Benefits Committee assists the Board in fulfilling its responsibilities related to compensation. The Committee will (i) report to the Board on matters concerning the Company’s compensation philosophy and strategy, (ii) oversee the Company’s general compensation plans including its executive compensation plans and equity-based plans, and (iii) assist the Board in fulfilling its responsibilities regarding the design, establishment, and termination of employee benefit plans and practices subject to the Employee Retirement Income Security Act of 1974, as amended. The Committee also will perform such duties and responsibilities as may be assigned to it under the terms of the Company’s general compensation and employee benefit plans.   The Compensation and Benefits Committee annually reviews and approves corporate goals and objectives relevant to the compensation of the Chairman and CEO and certain other elected executives. The details of the processes and procedures involved are described in the Compensation Discussion and Analysis (CD&A). The independent members of the full Board ratify the Compensation and Benefits Committee’s decision regarding the Chairman and CEO’s compensation.   The Compensation and Benefits Committee Report is included on page 62 of this Proxy Statement.	• Review and approve corporate goals and objectives relevant to the CEO’s compensation, evaluate the CEO’s performance and, subject to ratification by the other independent directors, determine and approve the CEO’s compensation   • Review and approve, subject to ratification by the Board, the compensation of the Company’s elected officers and other executives determined by the Committee or the Board   • Oversee and approve, subject to ratification by the Board, the determination of annual incentive compensation under the executive incentive plan   • Review and discuss with management the CD&A and recommend to the Board its inclusion in our Proxy Statement and Annual Report on Form 10-K   • Oversee the assessment of the risks related to the Company’s compensation policies and programs and annually review the results of this assessment   • Oversee the administration of the Company’s general compensation plans and employee benefit plans and review the goals and objectives of employee benefit plans, including pension and thrift plans   • Review and discuss with management the Company’s human capital management activities and diversity and inclusion initiatives   • Review and oversee the development of ESG performance metrics as part of the executive compensation program

Compensation Consultant

Under its charter, the Compensation and Benefits Committee has the authority to retain, terminate and approve fees for advisors and consultants as it deems necessary. The Committee, in its discretion, uses outside advisors and experts to assist it in performing its duties and fulfilling its responsibilities. The Committee has retained Frederic W. Cook & Co., Inc. (FW Cook) as its independent compensation consultant. A representative of FW Cook attends all Committee meetings. The Committee is solely responsible for the engagement and termination of this relationship. At its March 2022 meeting, the Committee reviewed and reaffirmed the engagement of FW Cook as the Committee’s compensation consultant and determined that the retention of FW Cook did not raise any conflicts of interest.

34

BOARD CORPORATE GOVERNANCE MATTERS

FW Cook advises the Committee on compensation philosophy and matters related to CEO and other executive and director compensation. The Committee annually requests that FW Cook update compensation and performance data on the peer companies selected by the Committee, as described on page 49 of this Proxy Statement. In addition, the Committee periodically requests that FW Cook make presentations on various topics, such as compensation trends and best practices, regulatory changes, long-term incentive components and award mix and stock plan utilization. The Committee Chair reviews and approves all charges for these consulting services.

The Committee also has authorized FW Cook to confer with management on a limited basis to promote consistency and efficiency. In such matters, FW Cook acts in its capacity as the Committee’s advisor, and the Committee Chair reviews and approves any major projects for which management requests the assistance of FW Cook. Such projects involve only the amount and form of executive or director compensation and may include analysis of competitive director compensation data, design and development of new compensation and stock plans, calculation of compensation amounts reported in this Proxy Statement and review of materials prior to distribution to the Committee to confirm that the materials conform with the Committee’s philosophy and policies. The Committee Chair reviews and approves all charges for any projects requested by management. During 2021, the Company paid fees to FW Cook only for advising on matters under the Committee’s purview. The Company did not pay any fees for additional projects or services.

In early 2022, the Committee, with the assistance of FW Cook, conducted its annual compensation risk assessment of our incentive compensation programs and confirmed that they were designed to operate within a system of guidelines and controls to avoid creating any material adverse risks to the Company.

 

35

BOARD CORPORATE GOVERNANCE MATTERS

Michael R. McCarthy Chair     Other Members: Andrew H. Card, Jr. Jane H. Lute Thomas F. McLarty III Jose H. Villarreal Meetings in 2021: 3	Overview	Committee Functions
	The Corporate Governance and Nominating Committee oversees and assists the Board in fulfilling its responsibilities relating to corporate governance principles and practices applicable to the Board and the Company and to the oversight of Board composition, evaluation, procedures, and composition of Board committees.   In connection with fulfilling its function of promoting excellence in governance, the Committee (i) advises the Board with respect to corporate governance matters, (ii) oversees the Company’s Corporate Governance Guidelines and Policies and recommend modifications of the Guidelines to the Board, (iii) identifies qualified individuals to serve as directors of the Company consistent with criteria approved by the Board, recommend candidates to the Board as director nominees for election at the Annual Meeting of Shareholders and fill Board vacancies and (iv) oversees ESG strategy development, goals, policies and Board committee responsibilities related to ESG.	• Develop and recommend to the Board criteria for identifying and evaluating candidates for the Board   • Identify and recruit qualified director candidates for the Board   • Review annually the contributions and independence of existing directors and recommend director nominee candidates to the Board for election or re-election at the Annual Meeting of Shareholders   • Review periodically the composition and activities of the Board, including, but not limited to, committees and committee memberships, Board size, the director retirement policy and director compensation and stock ownership requirements   • Review the Board’s leadership structure annually, recommending changes to the Board when appropriate, and oversee the election of the lead independent director   • Oversee the Corporate Governance Guidelines and Policies and the Company’s Code of Business Conduct and Ethics for members of the Board of Directors   • Oversee the Related Party Transaction Policy and oversee procedures for administering and promoting compliance with the policy   • Oversees ESG strategy development, goals, and policies   • Oversees ESG board expertise, education and board recruitment   • Oversees external reporting and engagement with shareholders and stakeholders on ESG matters

36

BOARD CORPORATE GOVERNANCE MATTERS

Codes of Conduct and Ethics

The Board has adopted the Union Pacific Corporation Code of Ethics for the Chief Executive Officer and Senior Financial Officers, the Statement of Policy on Ethics and Business Conduct for employees and the Union Pacific Corporation Code of Business Conduct and Ethics for Members of the Board of Directors. We post these codes of conduct on our website at www.up.com/investors/governance, and printed copies are available to any shareholder upon request to the Secretary of the Company at the address set forth on the notice page of this Proxy Statement. To the extent permitted by SEC rules and the NYSE listing standards, we intend to disclose any future amendments to, or waivers from, certain provisions of these codes of conduct on our website.

Communications with the Board

Interested parties wishing to communicate with the Board, including with the lead independent director, may do so by U.S. mail c/o the Corporate Secretary, Union Pacific Corporation, 1400 Douglas Street, 19th Floor, Omaha, NE 68179. Communications intended for a specific director or directors (e.g., the lead independent director, a committee chairperson or all of the non-management directors) should be addressed to their attention and sent, by U.S. mail, to the address above. The Board has appointed and authorized the Corporate Secretary of the Company to process these communications and forward them to the appropriate directors. We forward appropriate communications from shareholders directly to the appropriate Board member(s). If a communication is illegal, unduly hostile or threatening, or similarly inappropriate, the Corporate Secretary of the Company has the authority to disregard or take appropriate action regarding any such communication.

37

DIRECTOR COMPENSATION IN FISCAL YEAR 2021

Non-Management Directors’ Fees and Compensation

During 2021, non-employee directors were compensated for their Board service as shown below. Directors who are employees do not receive retainers or any other Board-related compensation.

• Annual Retainer: $280,000 ($160,000 annual mandatory deferral into a Stock Unit Account, remainder ($120,000) may be deferred at the director’s election or taken in cash)

• Annual Mandatory Deferral: $160,000 of their Annual Retainer deferred in the Stock Unit Account described below

• Committee Chair Retainer: $20,000 for each standing Committee chair

• Audit Committee Member Retainer: $10,000

• Lead Director Retainer: $30,000

Stock Unit Grant and Deferred Compensation Plan for the Board of Directors

Under our Stock Unit Grant and Deferred Compensation Plan for non-management directors, a director may, by December 31 of any year, elect to defer all or a portion of any compensation (in addition to the amount mentioned above that is required to be invested in their Stock Unit Account) for service as a director in the ensuing year or years, excluding reimbursements for expenses. Such deferred amounts may be invested, at the option of the director, in (i) a Fixed Rate Fund administered by the Company, (ii) a Stock Unit Account administered by the Company, or (iii) various notional accounts administered by The Vanguard Group. These accounts are unfunded, unsecured obligations of the Company. The Company Fixed Rate Fund bears interest equal to 120% of the applicable federal long-term rate compounded annually. The Stock Unit Account fluctuates in value based on changes in the price of our common stock, and equivalents to cash dividends paid on the common stock are deemed to be reinvested in the Stock Unit Account. The Vanguard Accounts are subject to earnings and value fluctuations from the investment performance of the notional accounts at Vanguard. Payment of all deferred amounts begins in January of the year following separation from service as a director. Deferred amounts may be paid, at the election of the director, in either a lump-sum or in up to 15 equal, annual installments.

2000 Directors Stock Plan

Under the 2000 Directors Stock Plan (the 2000 Directors Plan) adopted by the shareholders on April 21, 2000, the Company may grant options to purchase shares of our common stock to non-management directors. Upon recommendation of the Corporate Governance and Nominating Committee in September 2007, the Board eliminated the annual grant of options for 2008 and future years. The Company did not award any options to non-management directors in 2021.

Previously, each non-management director, upon election to the Board of Directors, would receive a grant of 4,000 restricted shares of our common stock or restricted share units that represent the right to receive our common stock in the future (which number has been adjusted to reflect the Company’s two-for-one stock splits on May 28, 2008 and June 6, 2014). The restricted shares or share units vest on the date a director ceases to be a director by reason of death, disability or retirement, as defined in the 2000 Directors Plan. During the restricted period, the director has the right to vote such restricted shares and receive dividends or dividend equivalents, but may not transfer or encumber such shares or units. The director would forfeit such shares or units upon ceasing to be a director for any reason other than death, disability or retirement. Effective August 1, 2018, the Board approved the elimination of this initial equity grant for newly elected directors.

38

DIRECTOR COMPENSATION IN FISCAL YEAR 2021

Non-Management Director Compensation in Fiscal Year 2021

The following table provides a summary of the compensation of our non-management directors for 2021.

NAME	FEES EARNED OR PAID IN CASH	STOCK AWARDS (a)	OPTION AWARDS	ALL OTHER COMPENSATION (b)	TOTAL COMPENSATION
Andrew H. Card, Jr.	$280,000	$0	$0	$3,356	$283,356
William J. DeLaney	310,000	0	0	3,926	313,926
David B. Dillon	310,000	0	0	28,926	338,926
Sheri H. Edison (c)	23,333	0	0	1,691	25,024
Deborah C. Hopkins	290,000	0	0	26,691	316,691
Jane H. Lute	290,000	0	0	27,966	317,966
Michael R. McCarthy	330,000	0	0	26,691	356,691
Thomas F. McLarty III	300,000	0	0	20,279	320,279
Bhavesh V. Patel (c)	116,667	0	0	26,691	143,358
Jose H. Villareal	280,000	0	0	3,356	283,356
Christopher J. Williams	290,000	0	0	1,718	291,718

(a)
The following table provides the outstanding equity awards at fiscal year-end held by all individuals who served as non-management directors in 2021. The Number of Shares in the Vesting Upon Termination column represents the shares granted to each director upon initial election to the Board and required to be held until his or her service as a member of the Board ends.

NAME	NUMBER OF SECURITIES UNDERLYING UNEXERCISED OPTIONS	NUMBER OF SHARES VESTING UPON TERMINATION	NUMBER OF UNITS IN DEFERRED STOCK UNIT ACCOUNT
Andrew H. Card Jr.	0	4,000	33,862
William J. Delaney	0	0 (e)	2,900
David B. Dillon	0	4,000	9,070
Sheri H. Edison (c)	0	0 (e)	0
Deborah C. Hopkins	0	4,000	8,313
Jane H. Lute	0	4,000	5,925
Michael R. McCarthy	0	4,000	56,823
Thomas F. McLarty III	0	4,000	33,184
Bhavesh V. Patel (c)	0	0 (d)	3,873(d)
Jose H. Villarreal	0	4,000	26,444
Christopher J. Williams	0	0 (e)	2,374

(b)
Excess liability insurance premiums paid in 2021 for each non-management director were $1,691. Under the Company’s charitable matching gift program which is also available to all employees of the Company, the Company matched the following amounts for each director: Mr. Dillion, $25,000; Ms. Hopkins, $25,000; Ms. Lute, $24,750; Mr. McCarthy, $25,000; Mr. McLarty, $16,500; and Mr. Patel, $25,000. In addition, the Company began paying Nebraska state income taxes on behalf of nonresident directors in 2014 because of their travel to Nebraska required for Company business. The reimbursement covers the incremental cost of these nonresident directors’ taxes. The directors do not claim any tax benefits for the reimbursement in their resident states. The amounts shown in the table reflect additional federal and Nebraska income taxes paid in 2022 for the applicable director’s service, and stock option exercises, if any, during the director’s service in 2021. The Company does not consider this a perquisite and does not gross-up or pay any state income taxes that the directors incur in their normal work locations.

(c)
Mr. Patel retired from the Board on May 13, 2021. Ms. Edison was elected to the Board effective December 1, 2021.

(d)
Pursuant to the terms of the 2000 Directors Stock Plan, Mr. Patel forfeited his 4,000 shares upon his resignation from the Board. Mr. Patel’s Deferred Stock Unit Account was paid out on January 3, 2022.

(e)
Upon recommendation of the Corporate Governance and Nominating Committee, effective August 1, 2018, the Board eliminated the 4,000 share grant to non-management directors upon their election to the Board.

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PROPOSAL NUMBER 2 − Ratification of Appointment of Deloitte & Touche LLP as Independent Registered Public Accounting Firm for the Year Ending December 31, 2022

The Audit Committee has appointed Deloitte & Touche LLP as the independent registered public accounting firm to audit the books and accounts of the Company and its consolidated subsidiaries for the year ending December 31, 2022 and submits this selection for ratification by a vote of shareholders as a matter of good corporate governance. In the event that the Audit Committee’s selection of Deloitte & Touche LLP does not receive an affirmative vote of a majority of the votes cast, the Audit Committee will review its future selection of an independent registered public accounting firm.

The Audit Committee believes that the continued retention of Deloitte & Touche LLP as our independent registered public accounting firm is in the best interests of our shareholders as there are several benefits to the Company of having a long-tenured auditor.

• Enhanced Audit Quality. Through more than 50 years of experience with the Company, Deloitte & Touche LLP has gained institutional knowledge and deep expertise regarding the Company’s rail operations and business, accounting policies and practices and internal control over financial reporting.

• Competitive Fee Structure. Due to Deloitte & Touche LLP’s familiarity with the Company, audit fees are competitive with peer companies.

• Avoids Costs Associated with New Auditor. Onboarding a new independent accountant is costly and requires a significant time commitment that could distract from management’s focus on financial reporting and controls.

The Company expects that a representative of Deloitte & Touche LLP will be present at the Annual Meeting and will have an opportunity to make a statement if such representative desires to do so and will be available to respond to relevant questions by shareholders.

Vote Required for Approval

Ratification of the appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2022 requires the affirmative vote of a majority of the votes cast on this proposal at the Annual Meeting.

The Board recommends a vote FOR ratification of the appointment of Deloitte & Touche LLP as independent registered public accounting firm for the year ending December 31, 2022.

40

Independent Registered Public Accounting Firm’s Fees and Services

Aggregate fees billed to the Company for services rendered by our independent registered public accounting firm for each of the past two years are set forth below:

	YEAR ENDED DECEMBER 31,
	2021	2020
Audit Fees	$3,226,600	$3,057,700
Audit-Related Fees	440,764	460,262
Tax Fees	211,648	201,203
All Other Fees	0	0
Total	$3,879,012	$3,718,895

Audit Fees. Audit services included the integrated audit of financial statements and internal control, quarterly reviews, and comfort letters provided in conjunction with the issuance of debt.

Audit-Related Fees. Audit-related services included consultation on accounting standards and transactions, audits of employee benefit plans, audits of subsidiary companies, and agreed-upon procedures performed on the Annual Report R-1 filed by Union Pacific Railroad Company with the Surface Transportation Board.

Tax Fees. Tax fees included fees for corporate tax planning and consultation services and work performed for international tax compliance.

All Other Fees. No other services were provided to the Company by Deloitte & Touche LLP during the years ended December 31, 2021 and 2020.

Pre-Approval of Audit and Non-Audit Services Policy

The Audit Committee’s charter requires the Committee to approve in advance all audit engagement fees and the terms of all audit services to be provided by the independent registered public accounting firm. By approving the engagement, which is performed in conjunction with the first Board meeting of each year, the audit services are deemed pre-approved. As part of its pre-approval policy, the Committee considers whether the provision of any proposed non-audit services is consistent with auditor independence. With respect to non-audit services provided by the independent registered accounting firm, the Audit Committee adopted and observes procedures that require the independent registered public accounting firm to present a budget for the three categories of non-audit services: (i) audit-related services, (ii) tax services and (iii) other services. The budget is detailed as to the particular services to be provided so that the Committee knows what services it is being requested to pre-approve in order to facilitate a well-reasoned assessment of the impact of the services on the auditor’s independence. After review and approval of the annual budget by the Committee, no further approval by the Committee is required to undertake specific projects within the three categories of non-audit services. The Committee pre-approved all of Deloitte & Touche LLP’s 2020 and 2021 fees and services.

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Audit Committee Report

The Audit Committee has reviewed and discussed with management the Company’s audited consolidated financial statements for the year ended December 31, 2021. The Committee has discussed with the Company’s independent registered public accounting firm, Deloitte & Touche LLP, the matters required to be discussed with the Audit Committee under applicable Public Company Accounting Oversight Board (PCAOB) standards and SEC Rule 2-07 of Regulation S-X. The Committee also has received the written disclosure and correspondence from Deloitte & Touche LLP required by applicable requirements of the PCAOB regarding Deloitte & Touche LLP communications with the Committee concerning independence and has discussed their independence with them. Based on the foregoing reviews and discussions, the Committee recommended to the Board that the audited financial statements referred to above be included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2021, for filing with the SEC.

The Audit Committee

David B. Dillon, Chair

William J. DeLaney

Deborah C. Hopkins

Jane H. Lute

Christopher J. Williams

42

PROPOSAL NUMBER 3 − Advisory Vote to Approve Executive Compensation

The Board of Directors asks shareholders to support a non-binding, advisory resolution approving the Company’s executive compensation as reported in this Proxy Statement.

We design our executive compensation programs to support the Company’s long-term success. As described below in the Compensation Discussion and Analysis section of this Proxy Statement, the Compensation and Benefits Committee has structured the Company’s executive compensation programs to achieve key Company goals and objectives. We believe our compensation philosophy allows us to link realized pay to performance measures and reward management efforts that produce consistent, long-term performance accompanied with effective risk management and execution of the Company’s strategy.

Depsite headwinds from the coronavirus pandemic and its variants, global supply chain disruptions, and challenges to network operations caused by large scale weather events and wildfires during 2021, the Company drew on its strengths and its dedicated employees to continue to serve our customers, communities, and shareholders to deliver its most profitable year ever. Highlights of the Company’s 2021 financial and operational performance include:

• For the full year 2021, net income was $6.5 billion or $9.95 per diluted share compared to full year 2020 adjusted net income of $5.6 billion, or $8.19 per diluted share, which excluded the $278 million one-time non-cash impairment charge related to the Company’s Brazos yard investment*;

• In 2021, total revenue of $21.8 billion was up 12% due to 4% volume growth, higher fuel surcharge revenue, core pricing gains and a positive mix of traffic. Record operating income of $9.3 billion increased 15% from adjusted 2020 results*;

• Our operating ratio for 2021 was a record 57.2%, improving 1.3 points from adjusted 2020*; and

• While many of our operating metrics declined year-over-year, including an increase in the reportable personal injury rate to 0.98 per 200,000 employee-hours compared to 0.90 for 2020, an 8% decline in freight car velocity, and 3% decline in locomotive productivity, there was a 10% improvement in workforce productivity for 2021, an all-time record.

The Board urges shareholders to read the Compensation Discussion and Analysis, beginning on page 48 of this Proxy Statement, which describes in more detail how our executive compensation policies and procedures, operate and are designed to align compensation with our Company strategy, goals and objectives and with best practices. Shareholders should also review the Summary Compensation Table and related compensation tables and narrative, appearing on pages 63 through 78, which provide detailed information regarding the compensation of our Named Executive Officers. The Compensation and Benefits Committee and the Board of Directors believe that the policies and procedures articulated in the Compensation Discussion and Analysis create effective incentives for achieving Company goals, including returns to shareholders, and that the compensation of our Named Executive Officers reported in this Proxy Statement has supported and directly contributed to the Company’s performance and success.

In accordance with Section 14A of the Securities Exchange Act of 1934, and as a matter of good corporate governance, the Board asks shareholders to approve the following advisory resolution at the Annual Meeting:

RESOLVED, that the shareholders of Union Pacific Corporation (the Company) approve, on an advisory basis, the compensation of the Company’s Named Executive Officers disclosed in the Compensation Discussion and Analysis, the Summary Compensation Table and the related compensation tables and narrative in the Proxy Statement for the Company’s 2022 Annual Meeting of Shareholders.

This advisory resolution, commonly referred to as a “say on pay” resolution, is non-binding on the Board of Directors. Although non-binding, the Board and the Compensation and Benefits Committee will review and consider the voting results when evaluating the Company’s executive compensation programs.

The Company currently holds an advisory vote on the compensation of the Company’s Named Executive Officers on an annual basis (in accordance with results of the advisory vote held at the Company’s 2017 Annual Meeting to determine the frequency of an advisory vote on Named Executive Officer compensation) and will continue to hold the vote annually until the next frequency vote is held (which is not required until 2023).

The Board of Directors recommends a vote FOR the advisory resolution to approve executive compensation.

*
2020 adjusted to exclude the impact of the Brazos one-time non-cash impairment charge. See Appendix A for a reconciliation to GAAP.

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A LETTER FROM OUR COMPENSATION AND BENEFITS COMMITTEE

Dear Fellow Union Pacific Shareholder:

Thank you for your continued support of Union Pacific.

Over the past year, the coronavirus pandemic and its variants (COVID) has continued to create significant global economic and social uncertainty, including persistent global supply chain challenges. As the management team continues to navigate this ever-changing environment, it has remained focused on prioritizing the health and safety of employees by mobilizing resources, pivoting to working from home when necessary and where possible; helping customers to navigate the pandemic with creative supply chain solutions; and supporting the communities the Company serves.

As a Committee, we are committed to recognizing our employees’, including our management team’s, efforts and perseverance during these times through compensation programs that continue to incentivize performance and align with the Company’s strategic goals and shareholders’ long-term interests.

2021 Results

During 2021, COVID continued to impact Union Pacific primarily through supply chain issues in the automotive industry due to semiconductor chip shortages and congestion in the intermodal supply chain. Elevated demand in the intermodal supply chain adversely affected the ports, chassis availability, truck driver supply, and warehouse receiving capacity. Additionally, the Company’s network and operations were impacted throughout 2021 by large scale weather events such as Winter Storm Uri, mudslides and hurricanes, as well as the wildfires in California which damaged multiple bridges and shut down a vital route for over a month causing traffic to be rerouted. The reroutes elongated transit times, requiring additional crews and locomotives, and impacted the overall fluidity of the network.

Despite these challenges, the Company delivered record financial performance. For the full year 2021, net income was $6.5 billion or $9.95 per diluted share compared to full year 2020 adjusted net income of $5.6 billion, or $8.19 per diluted share, which excluded the $278 million one-time non-cash impairment charge related to the Company’s Brazos yard investment.* The full year operating ratio of 57.2% was a best-ever for Union Pacific. More detailed highlights of the Company’s performance are included in the 2021 Business Highlights section that follows on pages 46 and 47.

In 2021, Union Pacific returned $10.1 billion to its shareholders in the form of dividends and share repurchases.

Our Fiscal 2021 Compensation Decisions

As described in last year’s Proxy Statement, the Committee approved changes to the formula applicable to the 2021 Annual Incentive Plan (the 2021 AIP). Under the 2021 AIP, financial performance continued to be heavily weighted, with seventy percent (70%) of each NEO’s target annual incentive cash bonus based on two equally-weighted, pre-established financial performance metrics: operating income (35%) and operating ratio (35%). The remaining component (thirty percent (30%)) of each NEO’s target incentive cash bonus was divided into two parts: twenty percent (20%) based on a shared set of Company goals in key areas such as safety, customer service, resource productivity, market share and employee engagement; and ten percent (10%) based on individual performance. The annual incentive bonus payouts for 2021 for each NEO were between 117% and 119% of target and a discussion of the 2021 AIP can be found on pages 55 through 57 of the Compensation Discussion and Analysis (the CD&A).

Long-term equity incentives remain a key part of our compensation program, as we believe they support alignment of our executives’ interests with the interests of our shareholders. The 2021 equity grants for the NEOs consisted of sixty percent (60%) performance stock units (PSUs) and forty percent (40%) stock options. The PSUs granted in February 2021 (the 2021 PSUs) may be earned based on two performance criteria: two-thirds (2/3) on the average annual return on invested capital (ROIC) for a three-year performance period (the Performance Period) and one-third (1/3) on the Company’s operating income growth (OIG) over

*
2020 adjusted to exclude the impact of the Brazos one-time non-cash impairment charge. See Appendix A for a reconciliation to GAAP.

44

the Performance Period as compared to the OIG of the companies in the S&P 100 Industrials Index and the Class I Railroads. Compared to the design of the PSUs granted in 2020, we believe the 2021 PSUs continue to emphasize the importance of ROIC, while separately creating incentives for OIG. In addition, the companies against which relative OIG is compared were narrowed to focus on the Company’s direct competitors as well as companies of similar size.

The performance period for the PSUs granted in February 2019 ended in 2021, and participating executives, including the NEOs, earned 50% of the target number of stock units. Additional information about outstanding PSU grants can be found on pages 58 and 59.

Further detail on our compensation program is included in the CD&A that follows.

Our Workforce

We support the Company’s focus on talent management and employee development and retention and commend it for its recent publication of its human capital report, We Are One, which highlights Union Pacific’s efforts to train, develop and retain its talented workforce.

Ongoing Commitment to Shareholder Engagement

We appreciate the strong support from shareholders on our 2021 say-on-pay vote on executive compensation and we hope we can count on your support of our executive pay program this year. As the world continues to change rapidly, we believe the program is well-designed to motivate and retain our talented executives, align pay with performance, and create shareholder value over the long term.

Thank you for your continued support and investment in Union Pacific.

Respectfully,

 

The Compensation and Benefits Committee

William J. DeLaney, Chair

Andrew H. Card, Jr.

David B. Dillon

Jose H. Villarreal

45

2021 Business Highlights

Union Pacific Railroad Company is the principal operating company of Union Pacific Corporation. One of America's most recognized companies, Union Pacific Railroad Company connects 23 states in the western two-thirds of the country by rail, providing a critical link in the global supply chain. We serve many of the fastest-growing U.S. population centers, operate from all major West Coast and Gulf Coast ports to eastern gateways, connect with Canada’s rail systems and are the only railroad serving all six major Mexico gateways. The Railroad’s diversified business mix includes Bulk, Industrial, and Premium. Bulk traffic consists of grain and grain products, fertilizer, food and refrigerated, and coal and renewables. The Industrial group consists of several categories, including construction, industrial chemicals, plastics, forest products, specialized products (primarily waste, salt, and roofing), metals and ores, petroleum, liquid petroleum gases (LPG), soda ash, and sand. The transportation of finished vehicles, auto parts, and merchandise in intermodal containers both domestic and international are included as part of our premium business. The Railroad provides value to its roughly 10,000 customers by delivering products in a safe, reliable, fuel-efficient and environmentally responsible manner.

The Company’s growth strategy focuses on growing customer value through innovative supply chain solutions and aspiring to Serve, Grow, Win – Together.

Serve: Driving operational excellence to create a safer, more reliable and efficient service product. Precision scheduled railroading (PSR) is the foundation for delivering customer-centered operational excellence by:
1.	Shifting the focus of operations from moving trains to moving cars.
2.	Minimizing car dwell, car classification events, and locomotive power requirements.
3.	Utilizing general-purpose trains by blending existing train service.
4.	Balancing train movements to improve the utilization of crews and rail assets.
We aim to move cars faster and reduce the number of times each car is touched, resulting in terminal consolidation opportunities, improved asset utilization, and fewer car classifications, which in turn leads to products getting to the market more quickly and reliably. The result is a better customer experience, which enables us to grow our market share.

Grow: By harnessing the potential of the best rail franchise in the industry, we expect to generate growth in three ways – increasing profitable carloads that fit our network and transportation plan; providing more products and services to create value for our customers; and increasing the geographic reach of our franchise through innovative supply chain solutions.

Win: Driving strong financial performance resulting in significant shareholder returns. Execution of our plans to both serve and grow, leads to higher revenues with improved margins and greater cash generation, creating long term enterprise value.

Together: Engaging our four stakeholder groups – Communities, Customers, Employees, and Shareholders. Our comprehensive approach to Environmental Social Governance (ESG) issues, “Building a Sustainable Future 2030,” is designed to address the evolving needs of our stakeholders and is built on five areas of concentration – Building Responsible Foundations, Investing in our Workforce, Driving Sustainable Solutions, Championing Environmental Stewardship, and Strengthening our Communities – to align with our stakeholder groups.

We believe that operational excellence and an engaged workforce with deep market knowledge and strong customer relationships will support best-in-class safety, a customer experience that drives growth, and shareholder returns.

Coronavirus Pandemic – Our results during 2021 continued to be impacted by the effects of the coronavirus pandemic (COVID). Most notably were supply chain issues in the automotive industry due to semiconductor chip shortages and congestion in several parts of the intermodal supply chain. The impact of the semiconductor chip shortage is masked in our year-over-year financial comparison for 2021 and 2020 as the second quarter of 2020 saw a temporary suspension of automotive production due to the pandemic. Excluding the second quarter, automotive shipments were down 14% year-over-year. The pandemic also upended the intermodal supply chain as demand for consumer goods remained high. The elevated demand adversely affected the ports, chassis availability, truck driver supply, and warehouse receiving capacity. These disruptions limited our revenue growth by slowing asset turns and increasing costs through lower freight car velocity and multiple container handlings

46

that impeded our operating efficiency. Rail carloadings also were impacted as adjustments made to compensate for constrained inland drayage and warehouse capacity shifted traffic patterns, driving declines in international intermodal shipments. Demand in other markets increased as the economy recovered.

Safety – The health and well-being of our employees was a focal point in 2021 as we navigated the continuously changing environment due to COVID. We have and are continuing to adapt to protect the safety of our employees, our customers, and the communities we serve. Safety procedures and policies continue to be refined based on Centers for Disease Control and Prevention (CDC) guidelines.

In this ever-changing environment, we remain intently focused on reducing risk and eliminating incidents for our employees, our customers, and the public. We continued to use Total Safety Culture, Courage to Care, COMMIT (Coaching, Observing, Mentoring, and Motivating with Integrity and Trust), and Peer to Peer throughout our operations to enhance employee safety and engagement. Throughout the year, we worked to implement a physics engine and proprietary software to evaluate train and route characteristics to enable proactive intervention to prevent derailments. Despite these efforts, our safety results deteriorated year-over-year. Our reportable personal injury incidents rate per 200,000 employee-hours of 0.98 increased 9% from 2020 and our reportable equipment incident rate per million train miles increased 7%. In the second half of 2021, we engaged a third-party expert to evaluate the effectiveness of our safety programs and received a number of recommendations for improvement, which we are in the process of implementing in 2022.

Network Operations – We faced many operational challenges throughout 2021, including Winter Storm Uri, global supply chain disruptions, wildfires, bridge outages, mudslides, and hurricanes. These challenges required adjustments to our transportation plans and impacted overall fluidity of the network. As a result, many of our operating metrics deteriorated year-over-year. Freight car velocity decreased due to increased terminal dwell and higher operating car inventory levels, which drove lower trip plan compliance. To assist with improving network fluidity we are maintaining higher crew and locomotive resources in the short-term. Once the network is balanced and service is restored, we will adjust our resources to the current volume levels.

Financial Results – In 2021, we generated operating income of $9.3 billion, 15% above adjusted 2020 which excluded the $278 million one-time non-cash impairment charge related to our Brazos yard investment. Higher fuel prices, increased volume-related costs, inflation, and costs associated with Winter Storm Uri and the wildfires in California drove operating expenses up 9% from adjusted 2020. Revenue from the additional volume and traffic mix, higher fuel surcharge revenue, improved pricing, productivity initiatives, and intermodal accessorial charges more than offset the increased expenses, producing an all-time record 57.2% operating ratio, improving 1.3 points from adjusted 2020. Net income of $6.5 billion translated into earnings of $9.95 per diluted share, up 21% from adjusted 2020.

Our net return on invested capital of 16.4% increased 2.5 points compared to 2020. In 2021, we paid dividends of $2.8 billion, which included two 10% dividend increases during the year. In addition, we repurchased 33 million Union Pacific shares. Combining dividends and share repurchases, Union Pacific returned $10.1 billion to our shareholders in 2021.

Please also refer to the Company’s Annual Report on Form 10-K for a complete analysis of the Company’s 2021 financial and operating performance and Appendix A for reconciliation to GAAP.

47

COMPENSATION DISCUSSION AND ANALYSIS

Executive Compensation Philosophy and the Compensation-Setting Process

The Company’s executive compensation philosophy is to:

• Pay for Performance — We tie pay to performance by aligning a significant portion of the executive’s opportunity for compensation to annual (short-term) and long-term Company strategy. We also integrate the Company’s critical business objectives (safety, service, and financial performance) into the Company’s strategy and compensation programs to reflect individual performance and management effectiveness, along with other qualitative factors, which contribute to the Company’s performance.

• Align with Shareholder Interests — We link a substantial portion of executive compensation to both short-term and long-term financial performance that benefits our shareholders and aligns the interests of management with those of our shareholders by providing equity incentives.

• Attract and Retain Top Talent — We are able to attract and retain key executives critical to our long-term success by structuring compensation levels to reflect the competitive marketplace for similar positions at other comparable peer group companies.

The Compensation and Benefits Committee believes this compensation philosophy allows us to reward behavior that produces consistent, long-term performance accompanied with effective risk management and execution of the Company’s strategy.

The Committee carefully evaluates and considers a number of factors in connection with its executive compensation decisions, including:

✔
Company performance against objectives;

✔
Guidance from the Committee’s compensation consultant;

✔
Input from the CEO; and

✔
Appropriate peer comparisons and third party compensation surveys.

Company Performance. As described above, under the Company’s annual incentive cash program, the Company measures its performance against a formulaic component based on pre-established operating income and operating ratio targets, as well as a non-formulaic component based on the Committee’s evaluation of certain business objectives related to safety, service and other strategic performance outlined on pages 56 and 57 . The Committee recommends the operating income and operating ratio targets to the Board for approval each February. Management also develops the Company’s overall strategy and the corresponding business objectives and presents them to the Board annually in February. After Board approval of the annual operating plan, the Committee establishes the financial and strategic performance goals for the compensation program with assistance and advice from the Finance Committee of the Board. The Board monitors the Company’s progress concerning execution of its strategy and its business objectives during the year. At the end of the year, the Board assesses the Company’s achievement of these objectives. In February, subsequent to the performance year, management presents to the Committee the Company’s operating income and operating ratio results, its achievement compared to the business objectives, and its relative performance compared to the Peer Group. This process informs the Committee’s decisions on approving earned amounts of annual and long-term incentive compensation for performance periods ending the prior year.

Guidance from Compensation Consultant and Input from CEO. The Committee reviews and recommends the compensation of all NEOs to the Board for its approval. The CEO provides the Committee with his evaluation of the performance of the other NEOs and his recommendations for their compensation. The Committee also receives information and recommendations from its independent compensation consultant (FW Cook) on matters related to the NEOs’ (including the CEO’s) and other executives’ compensation. The Committee then determines (with advice from the Board, and assistance from its consultant) a bonus and equity award for the Company’s CEO.

For more information on the operation of the Committee, including information on its compensation consultant, see pages 34 and 35 of this Proxy Statement.

48

Executive Compensation Philosophy and the Compensation-Setting Process

Peer Companies. The Committee benchmarks salary, Total Target Cash Compensation (the sum of base salary and target annual incentive compensation) and Total Target Direct Compensation (the sum of Total Target Cash Compensation and the target grant-date fair value of long-term incentives) for the NEOs against competitive market information. To assess competitive market information, the Committee looks primarily to pay data from the proxy statements of the Company’s Peer Group. In determining 2021 target pay opportunities for the NEOs, the Committee considered competitive market information gathered in 2020 from the Peer Group.

As further discussed below, the Committee generally seeks to establish base salaries below the median of the Peer Group, reflecting the Committee’s philosophy that a greater proportion of the cash component of the executives’ compensation should be incentive-based. The Committee generally targets a range around the median of the Peer Group for Total Target Cash Compensation and Total Target Direct Compensation. Actual Total Direct Compensation and Actual Total Cash Compensation may be greater or less than targeted percentiles, depending upon whether and to what degree the Company achieves its business objectives (as described above).

Other factors considered in setting target compensation levels may include the individual performance of each NEO and his or her position relative to the Company’s current internal pay structure or changes in personnel or compensation at the Peer Group companies. In addition, the Committee particularly focuses on competitive pay for railroad executives within the Peer Group and the performance of other comparable railroads. In comparing the executive positions with comparable positions at companies within the Peer Group, the Committee and FW Cook review and consider any adjustments that may be required to account for significant differences in tenure or functional responsibilities.

In determining 2021 target pay opportunities for the NEOs, the Committee considered competitive market information gathered in 2020 from the following 15 company Peer Group:

Canadian National	Canadian Pacific	CSX
Deere & Co	Delta Airlines	Exelon
FedEx	Honeywell International	NextEra Energy
Norfolk Southern	Northrop Grumman	Raytheon
Southern Co.	Southwest Airlines	UPS

The Committee selected this Peer Group in 2020 with the assistance of its compensation consultant, FW Cook, after considering U.S. based public companies in the same Global Industry Classification System (GICS) Industry Group with comparable revenues and market capitalization and other U.S.-based public companies with comparable (i) revenues, (ii) operating income, (iii) total assets, (iv) market capitalization and (v) employees, while excluding pharmaceuticals, high-tech, insurance and financial services companies. These comparative financial measures and the number of employees for the Peer Group are summarized below.

	PEER GROUP		UNION PACIFIC
	MEDIAN	75TH PERCENTILE	COMPANY DATA	PERCENTILE RANK
Net Revenue	$20,375	$36,243	$19,533	47th
Operating Income	$4,083	$4,395	$7,834	100th
Total Assets	$64,586	$102,046	$ 62,398	43rd
Market Capitalization	$57,338	$82,438	$120,819	95th
Employees	56,537	100,000	30,960	41st

Dollars in millions. Median/Percentiles determined by FW Cook using Standard & Poor’s Capital IQ Service, Form 8-K filings and Peer Group company information. The financial information provided above is derived from data as of fiscal year ending December 31, 2020, except as of October 2020 for Deere & Co., and November 2020 for FedEx. Market Capitalization is a 12-month average as of December 31, 2020.

49

Executive Compensation Philosophy and the Compensation-Setting Process

Compensation Best Practices

We endeavor to maintain strong governance standards in our policies and practices related to executive compensation. Below is a summary of key executive compensation and governance practices in place during 2021.

What We Do		What We Don’t Do
✔	Emphasize Performance-Based Variable Compensation	✘	No Repricing or Back-Dating of Options Allowed
✔	Utilize a Compensation Recoupment Policy	✘	No Individual Supplemental Executive Retirement Plans
✔	Tie Compensation to Short-and-Long-Term Performance	✘	No Tax Gross-Up Payments Allowed for NEOs, including on Change-in-Control
✔	Allow Only Minimal Perquisites	✘	No Employment Agreements with any of our Executive Officers, including NEOs
✔	Utilize Double Trigger Change-in-Control Plan	✘	No Pledging or Hedging of Company Stock by NEOs
✔	Target Base Salaries Below the Median of our Peer Group	✘	No granting of time-vested RSUs to NEOs as part of the annual LTI program
✔	Enforce Stringent Executive Stock Ownership Guidelines
✔	Conduct Annual Compensation Risk Assessment
✔	Require Trading Plans for Executive Officers (as set forth on page 81) and Directors

50

Named Executive Officers

This Compensation Discussion and Analysis describes the material elements of our executive compensation program, and the corresponding pay decisions for our 2021 Named Executive Officers (NEOs), who are listed below. The amounts in each NEO’s pie chart below reflect the values in the Summary Compensation Table on page 63.

Lance M. Fritz Chairman, President and Chief Executive Officer
Age: 59 Tenure: 22 years	Compensation Decisions for 2021
	• Increased base salary    by 2.5%      • Annual incentive    target unchanged     • LTI target unchanged   • Increased Total    Target Direct    Compensation by    0.2%	​

 

Mr. Fritz was elected President and Chief Executive Officer on February 5, 2015. The Compensation and Benefits Committee increased Mr. Fritz’s salary for 2021 to $1,230,000, a 2.5% increase, and maintained Mr. Fritz’s 2021 Annual Incentive Plan bonus target of $2,200,000. Mr. Fritz received an annual incentive bonus for 2021 of $2,581,700 at 117% of target based on the formulaic bonus program under the Company’s 2021 Annual Incentive Plan. The Committee maintained Mr. Fritz’s long-term incentive target grant value of approximately $10,500,000 consisting of 60% performance stock units and 40% stock options granted on February 4, 2021. Mr. Fritz’s 2019 grant of performance stock units paid out at 50% of target.

Jennifer L. Hamann Executive Vice President and Chief Financial Officer
Age: 54 Tenure: 30 years	Compensation Decisions for 2021
	• Increased base salary    by 4.8%     • Annual incentive    target increased    $100,000   • LTI target increased by    $400,000   • Increased Total    Target Direct    Compensation by    18.9%	​

 

Ms. Hamann was elected Executive Vice President and Chief Financial Officer effective January 1, 2020. Ms. Hamann previously served as Senior Vice President-Finance from April 2019 to December 2019, Vice President - Planning & Analysis from October 2017 to March 2019, and Vice President & General Manager - Marketing and Sales - Autos team from February 2016 to September 2017. The Compensation and Benefits Committee set Ms. Hamann’s salary for 2021 at $550,000 and her 2021 Annual Incentive Plan bonus target at $750,000. Ms. Hamann received an annual incentive bonus for 2021 of $880,125 at 117% of target based on

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Named Executive Officers

the formulaic bonus program under the Company’s 2021 Annual Incentive Plan. The Committee set Ms. Hamann’s long-term incentive target grant value at approximately $2,000,000 consisting of 60% performance stock units and 40% stock options granted on February 4, 2021. Ms. Hamann’s 2019 grant of performance stock units paid out at 50% of target.

Elizabeth F. Whited Executive Vice President Sustainability & Strategy
Age: 56 Tenure: 34 years	Compensation Decisions for 2021
	• Increased base salary    by 2.1%      • Annual incentive    target unchanged     • LTI target unchanged   • Increased Total Target    Direct Compensation    by 0.4%	​

 

Ms. Whited was elected Executive Vice President Sustainability & Strategy on February 3, 2022. Ms. Whited previously served as Executive Vice President and Chief Human Resource Officer from August 2018 to February 2022, Executive Vice President and Chief Marketing Officer from December 2016 to August 2018 and Vice President and General Manager - Marketing and Sales - Chemicals team from October 2012 to December 2016. The Compensation and Benefits Committee increased Ms. Whited’s salary for 2021 to $488,000, a 2.1% increase, and maintained Ms. Whited’s 2021 Annual Incentive Plan bonus target of $750,000. Ms. Whited received an annual incentive bonus for 2021 of $892,625 at 119% of target based on the formulaic bonus program under the Company’s 2021 Annual Incentive Plan. The Committee made no change to Ms. Whited’s long-term incentive target value of approximately $1,500,000 consisting of 60% performance stock units and 40% stock options granted on February 4, 2021. Ms. Whited’s 2019 grant of performance stock units paid out at 50% of target.

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Named Executive Officers

Kenyatta G. Rocker Executive Vice President, Marketing and Sales
Age: 50 Tenure: 27 years	Compensation Decisions for 2021
	• Increased base salary    by 2.7%      • Annual incentive    target increased by    $100,000     • LTI target increased by    $150,000   • Increased Total Target    Direct Compensation    by 11.5%

 

Mr. Rocker has been Executive Vice President – Marketing and Sales since August 15, 2018. Mr. Rocker previously served as Vice President – Marketing and Sales – Industrial team from October 2016 to August 2018 and Assistant Vice President – Marketing and Sales – Chemicals team from April 2014 to September 2016. The Compensation and Benefits Committee increased Mr. Rocker’s salary for 2021 to $450,000, a 2.7% increase, and increased Mr. Rocker’s 2021 Annual Incentive Plan bonus target to $700,000. Mr. Rocker received an annual incentive bonus for 2021 of $836,450 at 119% of target based on the formulaic bonus program under the Company’s 2021 Annual Incentive Plan. The Committee increased Mr. Rocker’s long-term incentive target grant value to approximately $1,400,000 consisting of 60% performance stock units and 40% stock options granted on February 4, 2021. Mr. Rocker’s 2019 grant of performance stock units paid out at 50% of target.

Eric J. Gehringer Executive Vice President, Operations
Age: 43 Tenure: 16 years	Compensation Decisions for 2021
	• Elected EVP    Operations on    January 1, 2021   • Base salary set at    $400,000; later    increased to $430,000    in July 2021   • Annual incentive    target of $650,000   • LTI target of    $1,000,000	​

 

Mr. Gehringer was elected Executive Vice President – Operations effective January 1, 2021. Mr. Gehringer previously served as Senior Vice President – Transportation from July 2020 to December 2020, Vice President – Mechanical & Engineering from January 2020 to June 2020, Vice President – Engineering from March 2018 to January 2020, and Assistant Vice President – Engineering from September 2016 to March 2018. The Compensation and Benefits Committee set Mr. Gehringer’s salary at $400,000 and increased his salary to $430,000 on July 2021. Mr. Gehringer’s 2021 Annual Incentive Plan bonus target was set at $650,000. Mr. Gehringer received an annual incentive bonus for 2021 of $757,775 at 117% of target based on the

53

Named Executive Officers

formulaic bonus program under the Company’s 2021 Annual Incentive Plan. The Committee set Mr. Gehringer’s long-term incentive target grant value to approximately $1,000,000 consisting of 60% performance stock units and 40% stock options granted on February 4, 2021. Mr. Gehringer’s 2019 grant of performance stock units paid out at 50% of target.

Fiscal Year 2021 Total Direct Compensation Mix

The majority of the compensation awarded to our CEO and other NEOs, is performance-based, variable compensation and “at-risk.” This is illustrated in the charts below that show the pay mix for Mr. Fritz, our CEO, and for our other NEOs as a group based on the Total Target Direct Compensation received by these executives in fiscal 2021.

 

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Elements of Our Executive Compensation Program

Base Salary

The CEO reviews base salaries and prior year performance and accomplishments for the other NEOs and recommends to the Committee a base salary for the coming year for each. The Committee considers and evaluates these base salary recommendations. Among many considerations, the Committee reviews: (i) the executive’s position and responsibility in the organization, (ii) the executive’s experience and expertise, (iii) Company performance, (iv) individual accomplishments and job performance during the year, (v) Peer Group pay data, (vi) internal benchmarking relative to the Company’s pay structure, and (vii) current salary. In making salary recommendations to the Board of Directors, the Committee exercises subjective judgment in evaluating many factors but applies no specific weights to any factor. The Committee, with input from its compensation consultant, and the Board’s review of CEO performance, assesses and determines the base salary of the CEO for subsequent Board approval.

In February 2021 and 2022, the Committee reviewed each of our NEO’s base salary. Upon review of competitive market data, including our Peer Group, the Committee reviewed and recommended the salary increases shown below. The Board approved the Committee’s recommended salary increases.

NAME	2020 SALARY	INCREASE FOR 2021	2021 SALARY	INCREASE FOR 2022	2022 SALARY
Lance M. Fritz	$1,200,000	2.5%	$1,230,000	3.7%	$1,275,000
Jennifer L. Hamann	525,000	4.8%	550,000	9.1%	600,000
Elizabeth F. Whited	478,000	2.1%	488,000	​8.6%	​530,000
Kenny G. Rocker	438,000	2.7%	450,000	5.6%	475,000
Eric J. Gehringer (1)	360,000	​19.4%	430,000	10.5%	475,000

(1)
Mr. Gehringer was elected Executive Vice President Operations on January 1, 2021 and his salary was set at $400,000, and was increased to $430,000 on July 1, 2021.

2021 Annual Incentive Plan

Seventy percent (70%) of the target annual incentive cash bonuses paid to executives, including the NEOs, is based on the attainment of pre-established objective Company financial performance goals, twenty percent (20%) is based on a shared set of Company goals in key areas such as safety, customer service, resource productivity, market share and employee engagement and ten percent (10%) is based on individual performance. The financial performance goals were equally weighted based on operating income and operating ratio. If the minimum performance thresholds for neither operating income nor operating ratio are achieved, then no annual incentive cash bonus is paid to executives. For performance that exceeds target levels, the annual incentive plan payout is capped at 200% of target.

 

When determining individual annual incentive bonus targets for each of the NEOs, the Committee generally targeted the 50^th percentile of Target Total Cash Compensation. These individual annual incentive bonus targets for each of the NEOs were approved by the Committee and then recommended to the Board and approved in February of 2021.

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Elements of Our Executive Compensation Program

2021 Target Total Cash Compensation

NAME	2021 SALARY	2021 TARGET BONUS	TOTAL 2021 TARGET TOTAL CASH COMP
Lance M. Fritz	$1,230,000	$2,200,000	$3,430,000
Jennifer L. Hamann	550,000	750,000	1,300,000
Elizabeth F. Whited	488,000	750,000	1,238,000
Kenny G. Rocker	450,000	700,000	1,150,000
Eric J. Gehringer	430,000	650,000	1,080,000

Formulaic Component

Annual incentive compensation supports the Committee’s pay-for-performance philosophy and further aligns individual goals with Company goals as set forth in the Company’s annual operating plan. For 2021, the Committee selected Operating Income and Operating Ratio as the key financial metrics because they are key performance measures in the rail industry and focus our executives’ performance on operating results.

Operating Income

Directly tied to Operating Ratio targets and quantifies our profitability.

Operating Ratio

A key indicator of the Company’s efficiency.

 

*
2020 adjusted to exclude the impact of the Brazos non-cash impairment charge. See Appendix A for a reconciliation to GAAP.

The table below shows the weighted average annual incentive payout for the NEOs based on the Operating Income and Operating Ratio targets approved in February 2021 given the Company’s 2021 year-end results.

Full Year 2021 Annual Incentive Plan Results

	Company Performance (Formulaic 70%)		Strategic Scorecard / Individual (Non-Formulaic 30%)
2020 PERFORMANCE	OPERATING INCOME 35%	OPERATING RATIO 35%	Strategic Scorecard 20%	Individual Performance 10%
Maximum – 200% Payout	$10,400	55.25%	200%	200%
Target – 100% Payout	$ 8,900	56.75%	100%	100%
Threshold – 25% Payout	$7,400	58.75%	25%	25%
2021 Plan Results	$9,338	56.0%*	45%	92%-121%
Performance Achieved – Weighted Average Payout = 117%-119%	129%	152%	45%	92%-121%

*
The 2021 Annual Incentive Plan design provides for an adjustment to Operating Ratio for the reported fuel expense and fuel revenue from the actual price to the price assumed in the Board approved financial plan. This adjustment neutralizes the impact of fuel price fluctuations during the year.

Non-Formulaic Component

The non-formulaic component of the 2021 Annual Incentive Plan is divided into two parts: twenty percent (20%) is based on a shared set of strategic goals in key areas such as safety, customer service, resource productivity, market share and employee engagement, and ten percent (10%) is based on individual performance. Our

56

Elements of Our Executive Compensation Program

Company strategy, Serve, Grow, Win – Together, serves the basis for the strategic scorecard component of the 2021 Annual Incentive Plan. We communicate to executives, and the Committee assesses, the individual strategic scorecard items shown below, without assigning particular weighting to any one item.

 

The Company exceeded its goal of 75% participation in the employee engagement survey with an 80% participation rate. However, large scale weather events, wildfires, supply chain disruptions, and coronavirus pandemic impacts all affected our ability to further improve our operating metrics in 2021, lowering trip plan compliance for both Intermodal and Manifest/Autos. The 2021 personal injury rate of 0.98 increased from 2020’s personal injury rate of 0.90, illustrating that the Company has work to do to achieve an incident-free environment. Market share and net promoter score also fell short of expectations. Based on the Committee’s evaluation of the Company’s achievement of the strategic scorecard items, the Committee awarded this component at 45% of target for each of the NEOs.

The Committee awarded, based on Mr. Fritz’s recommendation, the individual executive performance component (10%) at 100% for Ms. Hamann, 117% for Ms. Whited, 121% for Mr. Rocker and 92% for Mr. Gehringer. The Committee awarded Mr. Fritz’s individual executive performance component at 100% of target.

The table below reflects the aggregate actual performance incentive cash bonus reported for each of the NEOs for 2021.

		ACTUAL
NAME	2021 TARGET BONUS	OPERATING INCOME 35%	OPERATING RATIO 35%	STRATEGIC SCORECARD 20%	INDIVIDUAL PERFORMANCE 10%	2021 TOTAL ANNUAL INCENTIVE BONUS	2021 OVERALL PAYOUT (AS A % OF TARGET)
Lance M. Fritz	$2,200,000	$993,300	$1,170,400	$198,000	$220,000