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Pay vs Performance Disclosure - USD ($)

5 Months Ended

7 Months Ended

12 Months Ended

Dec. 31, 2023

Aug. 14, 2023

Dec. 31, 2023

Dec. 31, 2022

Dec. 31, 2021

Dec. 31, 2020

Pay vs Performance Disclosure

Pay vs Performance Disclosure, Table

Pay versus Performance Disclosure

The following table provides a summary of compensation actually paid, as defined by the SEC (CAP), to the principal executive officer (PEO), the average CAP for the other non-PEO named executive officers (Other NEOs), total shareholder return (TSR), net income and the Company-selected financial measure (CSM) of operating income for 2023, 2022, 2021 and 2020.

Year	Summary Compensation Table Total for PEO V. James Vena (a)	Compensation Actually Paid to PEO V. James Vena (a)	Summary Compensation Table Total for PEO Lance M. Fritz (a)	Compensation Actually Paid to PEO Lance M. Fritz (a)	Average Summary Compensation Table Total for Non-PEO NEOs (a)	Average Compensation Actually Paid to Non-PEO NEOs (a)	Value of Initial Fixed $100 Investment Based On:		Net Income (c) In Millions	CSM: Operating Income (c) In Millions
Year	Summary Compensation Table Total for PEO V. James Vena (a)	Compensation Actually Paid to PEO V. James Vena (a)	Summary Compensation Table Total for PEO Lance M. Fritz (a)	Compensation Actually Paid to PEO Lance M. Fritz (a)		Average Compensation Actually Paid to Non-PEO NEOs (a)	Company TSR	Peer Group TSR (b)	Net Income (c) In Millions	CSM: Operating Income (c) In Millions
2023	$2,017,348	$2,017,348	$15,552,576	$13,105,795	$3,639,648	$3,680,741	$148	$154	$6,379	$9,082
2022	—	—	$14,326,072	$5,546,491	$2,690,886	$2,533,173	$122	$128	$6,998	$9,917
2021	—	—	$14,523,819	$23,246,960	$3,188,100	$4,326,065	$145	$155	$6,523	$9,338
2020	—	—	$16,632,099	$14,075,218	$4,297,722	$5,491,165	$118	$117	$5,349	$7,834

(a)

Mr. Fritz, in his capacity as Chief Executive Officer, served as our principal executive officer (PEO) for 2020, 2021, and 2022, and until August 14, 2023, when Mr. Vena became the CEO. The Other NEOs represent the following individuals for each of the years shown: Ms. Hamann, Ms. Whited, Mr. Rocker, and Mr. Gehringer for 2023, 2022, and 2021; and Mr. Vena (in his capacity as our then Chief Operating Officer), Ms. Hamann, Ms. Whited and Mr. Rocker for 2020.

(b)	The peer group index is the Dow Jones Transportation Index, which is included in Item 5 of the Company’s Form 10-K for the year ended December 31, 2023.

(c)	Net income and operating income for 2022 reflect a $92 million one-time charge for the labor agreements reached with our labor unions. Net income and operating income for 2020 reflect a $278 million non-cash impairment charge related to our Brazos yard investment.

(d)

CAP is defined by the SEC to include not only actual take-home pay for the reported year, but also (i) the year-end value of equity awards granted during the reported year, and (ii) the change in the value of equity awards that were unvested at the end of the prior year, measured through the date such awards vested or were forfeited, or through the end of the reported fiscal year. To calculate CAP, the following amounts were deducted from and added to the applicable executives’ “total compensation” as reported in the Summary Compensation Table (SCT). No adjustments were made to Mr. Vena’s 2023 total compensation for purposes of calculating his 2023 CAP.

PEO V. James Vena SCT Total to CAP Reconciliation:

Year			Summary Compensation Table Total for PEO			Reported Value of Equity Awards (i)			Equity Award Adjustments (ii)			Reported Change in the Actuarial Present Value of Pension Benefits (iii)			Pension Benefit Adjustments (iv)			Compensation Actually Paid to PEO
2023			$2,017,348			—			—			—			—			$2,017,348

PEO Lance M. Fritz SCT Total to CAP Reconciliation:

Year	Summary Compensation Table Total for PEO	Reported Value of Equity Awards (i)	Equity Award Adjustments (ii)	Reported Change in the Actuarial Present Value of Pension Benefits (iii)	Pension Benefit Adjustments (iv)	Compensation Actually Paid to PEO
2023	$15,552,576	($12,000,274)	$10,562,712	($1,500,939)	$491,720	$13,105,795
2022	$14,326,072	($12,000,163)	$2,504,547	($0)	$716,035	$5,546,491
2021	$14,523,819	($10,500,166)	$18,510,398	($47,311)	$760,220	$23,246,960
2020	$16,632,099	($10,500,105)	$10,583,878	($3,269,470)	$628,816	$14,075,218

Average Non-PEO NEOs SCT Total to CAP Reconciliation:

Year	Average Summary Compensation Table Total for Non-PEO NEOs	Average Reported Value of Equity Awards (i)	Equity Award Adjustments (ii)	Average Reported Change in the Actuarial Present Value of Pension Benefits (iii)	Pension Benefit Adjustments (iv)	Average Compensation Actually Paid to Non-PEO NEOs
2023	$3,639,648	($2,025,201)	$2,413,150	($682,484)	$335,628	$3,680,741
2022	$2,690,886	($1,812,770)	$594,285	($0)	$1,060,772	$2,533,173
2021	$3,188,100	($1,475,163)	$2,409,395	($367,668)	$571,401	$4,326,065
2020	$4,297,722	($2,087,623)	$4,094,333	($1,064,470)	$251,203	$5,491,165

(i)	The amounts included in this column are the grant date fair value of equity awards as reported in the “Stock Awards” and “Option Awards” columns in the SCT for each applicable year.

(ii)	The equity award adjustments for each applicable year reflect the year-over-year change in the fair value of equity awards as itemized in the tables below.

PEO V. James Vena Equity Award Adjustments Reconciliation:

Year			Fair Value as of Year-End of Equity Awards Granted during the Year			Fair Value as of Vest Date of Equity Awards Granted during the Year			Increase (Decrease) from Prior Year-End in Fair Value of Awards That Vested During the Year			Year-over-Year Increase (Decrease) in Fair Value of Unvested Awards Granted in Prior Years			Total Equity Award Adjustments
2023			—			—			—			—			—

PEO Lance M. Fritz Equity Award Adjustments Reconciliation:

Year	Fair Value as of Year-End of Equity Awards Granted during the Year	Fair Value as of Vest Date of Equity Awards Granted during the Year	Increase (Decrease) from Prior Year-End in Fair Value of Awards That Vested During the Year	Year-over-Year Increase (Decrease) in Fair Value of Unvested Awards Granted in Prior Years	Awards Forfeited During the Year	Total Equity Award Adjustments
2023	11,353,821	—	350,903	3,250,480	(4,392,492)	10,562,712
2022	8,228,329	—	(1,183,911)	(4,539,871)	—	2,504,547
2021	12,578,359	—	(1,151,373)	7,083,412	—	18,510,398
2020	11,615,105	—	4,891	(1,036,118)	—	10,583,878

Average Non-PEO NEOs Equity Award Adjustments Reconciliation:

Year	Fair Value as of Year-End of Equity Awards Granted during the Year	Fair Value as of Vest Date of Equity Awards Granted during the Year	Increase (Decrease) from Prior Year-End in Fair Value of Awards That Vested During the Year	Year-over-Year Increase (Decrease) in Fair Value of Unvested Awards Granted in Prior Years	Total Equity Award Adjustments
2023	1,916,131	—	44,065	452,954	2,413,150
2022	1,242,989	—	(116,387)	(532,317)	594,285
2021	1,767,115	—	(83,871)	726,151	2,409,395
2020	2,576,000	1,372,918	(1,750)	147,165	4,094,333

(iii)

The amounts included in this column are the change in the present actuarial value of the executives’ accumulated benefit under the Company’s pension plan as reported in “Change in Pension and Nonqualified Deferred Compensation Earnings” column of the SCT for each applicable year.

(iv)	The total pension benefit adjustments for each applicable year include the actuarially determined service cost for services rendered during the applicable year (the “service cost”).

Company Selected Measure Name

operating income

Named Executive Officers, Footnote

(a)

Peer Group Issuers, Footnote

(b)	The peer group index is the Dow Jones Transportation Index, which is included in Item 5 of the Company’s Form 10-K for the year ended December 31, 2023.

Adjustment To PEO Compensation, Footnote

(d)

PEO V. James Vena SCT Total to CAP Reconciliation:

Year			Summary Compensation Table Total for PEO			Reported Value of Equity Awards (i)			Equity Award Adjustments (ii)			Reported Change in the Actuarial Present Value of Pension Benefits (iii)			Pension Benefit Adjustments (iv)			Compensation Actually Paid to PEO
2023			$2,017,348			—			—			—			—			$2,017,348

PEO Lance M. Fritz SCT Total to CAP Reconciliation:

Year	Summary Compensation Table Total for PEO	Reported Value of Equity Awards (i)	Equity Award Adjustments (ii)	Reported Change in the Actuarial Present Value of Pension Benefits (iii)	Pension Benefit Adjustments (iv)	Compensation Actually Paid to PEO
2023	$15,552,576	($12,000,274)	$10,562,712	($1,500,939)	$491,720	$13,105,795
2022	$14,326,072	($12,000,163)	$2,504,547	($0)	$716,035	$5,546,491
2021	$14,523,819	($10,500,166)	$18,510,398	($47,311)	$760,220	$23,246,960
2020	$16,632,099	($10,500,105)	$10,583,878	($3,269,470)	$628,816	$14,075,218

(i)	The amounts included in this column are the grant date fair value of equity awards as reported in the “Stock Awards” and “Option Awards” columns in the SCT for each applicable year.

(ii)	The equity award adjustments for each applicable year reflect the year-over-year change in the fair value of equity awards as itemized in the tables below.

PEO V. James Vena Equity Award Adjustments Reconciliation:

Year			Fair Value as of Year-End of Equity Awards Granted during the Year			Fair Value as of Vest Date of Equity Awards Granted during the Year			Increase (Decrease) from Prior Year-End in Fair Value of Awards That Vested During the Year			Year-over-Year Increase (Decrease) in Fair Value of Unvested Awards Granted in Prior Years			Total Equity Award Adjustments
2023			—			—			—			—			—

PEO Lance M. Fritz Equity Award Adjustments Reconciliation:

Year	Fair Value as of Year-End of Equity Awards Granted during the Year	Fair Value as of Vest Date of Equity Awards Granted during the Year	Increase (Decrease) from Prior Year-End in Fair Value of Awards That Vested During the Year	Year-over-Year Increase (Decrease) in Fair Value of Unvested Awards Granted in Prior Years	Awards Forfeited During the Year	Total Equity Award Adjustments
2023	11,353,821	—	350,903	3,250,480	(4,392,492)	10,562,712
2022	8,228,329	—	(1,183,911)	(4,539,871)	—	2,504,547
2021	12,578,359	—	(1,151,373)	7,083,412	—	18,510,398
2020	11,615,105	—	4,891	(1,036,118)	—	10,583,878

(iii)

(iv)	The total pension benefit adjustments for each applicable year include the actuarially determined service cost for services rendered during the applicable year (the “service cost”).

Non-PEO NEO Average Total Compensation Amount

$ 3,639,648

$ 2,690,886

$ 3,188,100

$ 4,297,722

Non-PEO NEO Average Compensation Actually Paid Amount

$ 3,680,741

2,533,173

4,326,065

5,491,165

Adjustment to Non-PEO NEO Compensation Footnote

(d)

Average Non-PEO NEOs SCT Total to CAP Reconciliation:

Year	Average Summary Compensation Table Total for Non-PEO NEOs	Average Reported Value of Equity Awards (i)	Equity Award Adjustments (ii)	Average Reported Change in the Actuarial Present Value of Pension Benefits (iii)	Pension Benefit Adjustments (iv)	Average Compensation Actually Paid to Non-PEO NEOs
2023	$3,639,648	($2,025,201)	$2,413,150	($682,484)	$335,628	$3,680,741
2022	$2,690,886	($1,812,770)	$594,285	($0)	$1,060,772	$2,533,173
2021	$3,188,100	($1,475,163)	$2,409,395	($367,668)	$571,401	$4,326,065
2020	$4,297,722	($2,087,623)	$4,094,333	($1,064,470)	$251,203	$5,491,165

(i)	The amounts included in this column are the grant date fair value of equity awards as reported in the “Stock Awards” and “Option Awards” columns in the SCT for each applicable year.

(ii)	The equity award adjustments for each applicable year reflect the year-over-year change in the fair value of equity awards as itemized in the tables below.

Average Non-PEO NEOs Equity Award Adjustments Reconciliation:

Year	Fair Value as of Year-End of Equity Awards Granted during the Year	Fair Value as of Vest Date of Equity Awards Granted during the Year	Increase (Decrease) from Prior Year-End in Fair Value of Awards That Vested During the Year	Year-over-Year Increase (Decrease) in Fair Value of Unvested Awards Granted in Prior Years	Total Equity Award Adjustments
2023	1,916,131	—	44,065	452,954	2,413,150
2022	1,242,989	—	(116,387)	(532,317)	594,285
2021	1,767,115	—	(83,871)	726,151	2,409,395
2020	2,576,000	1,372,918	(1,750)	147,165	4,094,333

(iii)

(iv)	The total pension benefit adjustments for each applicable year include the actuarially determined service cost for services rendered during the applicable year (the “service cost”).

Compensation Actually Paid vs. Total Shareholder Return

CAP versus TSR

As shown in the chart below, the PEO’s CAP and Other NEOs’ Average CAP amounts are directionally aligned with the Company’s TSR. This is due primarily to the Company’s use of equity incentives, the value of which moves in line with our TSR, in addition to the Company’s financial performance. The Other NEOs’ Average CAP in 2020 also reflects the compensation of a more senior executive who ceased to serve as one of the Other NEOs in 2021. The Other NEO’s Average CAP increased in 2023 due primarily to changes in the Company’s stock price and the election of Ms. Whited as the Company’s President.

Compensation Actually Paid vs. Net Income

CAP versus Net Income

The Company’s net income increased in 2021 and 2022, and decreased in 2023, while the PEO and Other NEOs’ CAP has varied significantly each year. This is due in large part to the significant emphasis the Company places on equity incentives, the value of which are affected by our TSR. In addition, the Company does not use net income to determine compensation levels or incentive plan payouts.

Compensation Actually Paid vs. Company Selected Measure

CAP versus Operating Income – Company-Selected Measure (CSM)

Operating income and operating ratio (of which operating income is a component) are equally weighted financial measures used in our annual incentive plan, as described in our CD&A. In addition, performance stock units awarded to our NEOs are earned based one-third (1/3) on operating income growth (OIG). The Company’s operating income has steadily increased year-over-year, except for 2023, although its impact on the PEO’s and Other NEO’s CAP has been muted or offset by other performance measures and by changes in the Company’s stock price.

Total Shareholder Return Vs Peer Group

TSR: Company versus Peer Group

The following chart presents the cumulative total shareholder return, assuming reinvestment of dividends, over the 4-year period for the Company (UNP) and the Dow Jones Transportation Index (DJ Trans). As the table demonstrates, the Company’s 4-year cumulative TSR is generally aligned with our peer group index.

Tabular List, Table

Most Important Measures to Determine 2023 CAP

Below lists the most important financial metrics used to link 2023 CAP to Company performance. Operating income, operating ratio and return on invested capital are further described in our CD&A within the sections titled “2023 Annual Incentive Plan” and “Long-Term Equity Incentive Compensation.”