DEF 14A of Union Pacific Corp, Mar 26, 2024

DEF 14A of Union Pacific Corp

Filed Mar 26, 2024 · FY20230001140361-24-015351

Open on EDGAR

  1. Directors/Nominees

    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.

  2. Directors/Nominees

    | | WILLIAM J. DELANEY | | | | | | | AGE: 68 | DIRECTOR SINCE: 2018 | INDEPENDENT Former Chief Executive Officer Sysco Corporation | | Compensation & Benefits (Chair) | | Safety & Service Quality | | EXPERIENCE | | SKILLS & QUALIFICATIONS | | | | | Chief Executive Officer (2009 – 2017), President (2010 – 2016), Executive Vice President and Chief Financial Officer (2007 – 2009), held multiple corporate and operating positions of increasing responsibility after joining in 1988; Sysco Corporation, a food marketing and distribution company | | CEO Experience, Risk Management Experience, International/Global Expertise, Operations Knowledge, Customer Perspective – gained while serving as the Chief Executive Officer of Sysco and through multiple operating positions at Sysco involving logistics, sourcing and delivery operations | | | | | OTHER PUBLIC DIRECTORSHIPS (within the last 5 years) CURRENT The Cigna Group (since 2018) FORMER Sanmina Corporation (2018 – 2019) Sysco Corporation (2009 – 2017) Express Scripts Holding Company (2011 – 2018) (acquired by Cigna in 2018) | | Economics/Finance Expertise – developed while serving as Sysco's Chief Financial Officer Publicly Traded Company Experience –gained through service as CEO at Sysco and his significant experience serving on the boards of other public companies. Investor Perspective – developed through his service as a CFO and a CEO leading a public company | | | |

  3. Directors/Nominees

    | | DAVID B. DILLON | | | | | | | AGE: 73 | DIRECTOR SINCE: 2014 | INDEPENDENT Former Chairman and Chief Executive Officer The Kroger Co. | | Audit (Chair) | | Corporate Governance, Nominating & Sustainability | | EXPERIENCE | | SKILLS & QUALIFICATIONS | | | | | Chairman of the Board (2004 – 2014), Chief Executive Officer (2003 – 2013), President (1995 – 2003), and Executive Vice President (1990 – 1995); The Kroger Co., a leading retailer operating supermarket and multi-department stores President (1986 – 1995), joined in 1976 and advanced through various management positions; Dillon Companies, Inc. (a subsidiary of The Kroger Co.) OTHER PUBLIC DIRECTORSHIPS (within the last 5 years) CURRENT 3M Company (since 2015) | | CEO Experience – gained as a result of his role as Chief Executive Officer of Kroger Risk Management Experience, Operations Knowledge, Customer Perspective, Economics/Finance Expertise – developed during his roles at Kroger and Dillon where he demonstrated the ability to understand complex logistics operations, as well as having skills in financial audit matters Publicly Traded Company Experience – gained through his service as CEO of Kroger, as well as his extensive experience serving on the boards of other public companies Legal Expertise and the Investor Perspective – gained through his legal education (J.D., Southern Methodist University) and service as a CEO leading a public company | | | |

  4. Directors/Nominees

    | | SHERI H. EDISON | | | | | | | AGE: 67 | DIRECTOR SINCE: 2021 | INDEPENDENT Former Executive Vice President and General Counsel Amcor plc | | Compensation & Benefits | | Corporate Governance, Nominating & Sustainability (Chair) | | EXPERIENCE | | SKILLS & QUALIFICATIONS | | | | | Executive Vice President and General Counsel (2019 – 2021); Amcor plc, a global packaging company Senior Vice President, Chief Legal Officer and Secretary (2017 – 2019 when it was acquired by Amcor), Vice President, General Counsel and Secretary (2010 – 2016); Bemis Company, Inc., a global packaging company Senior Vice President, Chief Administrative Officer (2007 – 2010), Vice President, General Counsel and Secretary (2004 – 2007); Hill-Rom Holdings, Inc, a global medical device company Began her career as an attorney in private practice OTHER PUBLIC DIRECTORSHIPS (within the last 5 years) CURRENT Cardinal Health, Inc. (since 2020) FORMER AK Steel (2014 – 2020) | | Legal Expertise, Government and Regulatory Expertise, International/Global Expertise – developed through her experience as a general counsel and her service in other functional leadership roles at publicly traded manufacturing companies in the medical device and packaging industries Risk Management Experience – gained during her legal roles and involvement in enterprise risk management at Amcor, Bemis and Hill-Rom Publicly Traded Company Experience – gained through her valuable experience serving on the boards of other public companies. Customer Perspective and the Investor Perspective – developed through her leadership and general counsel roles at publicly traded manufacturing companies in the medical device and packaging industries with significant operations | | | |

  5. Directors/Nominees

    | | TERESA M. FINLEY | | | | | | | AGE: 62 | DIRECTOR SINCE: 2022 | INDEPENDENT Former Chief Marketing and Business Services Officer United Parcel Service, Inc. | | Audit | | Finance | | EXPERIENCE | | SKILLS & QUALIFICATIONS | | | | | Senior Advisor (2019 – 2021); Boston Consulting Group, a global management consulting firm Chief Marketing and Business Services Officer (2015 – 2017), Treasurer & Vice President of Finance (2014 – 2014), Corporate Controller (2010 – 2013), Chief Financial Officer of International Package & Global Forwarding & Logistics (2007 – 2010), Vice President, Investor Relations (2003 – 2007), joined in 1984; United Parcel Service, Inc., a global package delivery company and leading provider of specialized transportation logistics services OTHER PUBLIC DIRECTORSHIPS (within the last 5 years) CURRENT TriMas Corporation (since 2020) | | Economics/Finance Expertise, Operations Knowledge, International/Global Expertise, Customer Perspective, Investor Perspective – developed during her time at UPS where she gained a deep understanding of how finance, investor relations, marketing, technology, and pricing operates in a complex organization that is at the center of global supply chains and logistics operations Risk Management Experience – gained in her roles at UPS and Boston Consulting Publicly Traded Company Experience – gained through her public board experience | | | |

  6. Directors/Nominees

    | | DEBORAH C. HOPKINS | | | | | | | AGE: 69 | DIRECTOR SINCE: 2017 | INDEPENDENT Former Chief Executive Officer Citi Ventures and Former Chief Innovation Officer Citi | | Compensation & Benefits | | Finance (Chair) | | EXPERIENCE | | SKILLS & QUALIFICATIONS | | | | | Chief Executive Officer, Citi Ventures (2008 – 2016), Chief Innovation Officer (2008 – 2016), Chief Operations and Technology Officer (2005 – 2008), Senior Advisor to Corporate and Investment Bank and Head of Corporate Strategy (2003 – 2005); Citigroup, Inc., a global investment bank and financial services corporation Chief Financial Officer (2000 – 2001), Lucent Technologies Chief Financial Officer (1998 – 2000), The Boeing Company Vice President of Finance, Europe (1997 – 1998), General Auditor (1995 – 1997); General Motors Company Corporate Controller (1982 – 1995), Unisys Corporation OTHER PUBLIC DIRECTORSHIPS (within the last 5 years) CURRENT Bridge Investment Group Holdings Inc. (since 2021) Marsh and McLennan Companies (since 2017) FORMER Compass Digital Acquisition Corp. (2021 – 2023) Virtusa Corporation (2018 – 2021) Qlik Technologies Inc. (2011 – 2016) | | CEO Experience – gained as CEO of Citi Ventures Economics/Finance Expertise, Wall Street Experience, Technology/Cyber Experience, Operations Knowledge, International/Global Expertise – developed during her various leadership positions at multinational companies overseeing finance, technology and innovation Publicly Traded Company Experience – gained through her extensive experience serving on the boards of other public companies, including DuPont, in addition to those listed to the left Risk Management Experience and the Investor Perspective – developed through her several leadership roles at publicly traded companies | | | |

  7. Directors/Nominees

    | | JANE H. LUTE | | | | | | | AGE: 67 | DIRECTOR SINCE: 2016 | INDEPENDENT Strategic Advisor SICPA, North America | | Corporate* Governance, Nominating & Sustainability | | Safety & Service Quality (Chair) | | | | | * Appointment effective March 21, 2024 | | | | EXPERIENCE | | SKILLS & QUALIFICATIONS | | | | | Strategic Advisor (2021 – present), President and Chief Executive Officer (2017 – 2021); SICPA, North America, a global provider of security inks Special Advisor to the Secretary – General of the United Nations (2016 – 2022) Director (2015 – present), Chief Executive Officer (2015 – 2016); 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 Deputy Secretary (2009 – 2013); U.S. Department of Homeland Security; functioning as the Chief Operating Officer for the third-largest department in the U.S. government Led the United Nations Department of Field Support; several other senior leadership roles in UN Peacekeeping and Peacebuilding (2003 – 2009) Served as Executive Vice President and Chief Operating Officer of the United Nations Foundation and Better World Fund Served on the National Security Council Staff under Presidents George H.W. Bush and William Jefferson Clinton Served in the United States Army (1978 – 1994) 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) | | CEO Experience, International/Global Expertise, Government and Regulatory Expertise, Risk Management Expertise – gained through her extensive military and government service, including her service at the U.S. Department of Homeland Security and global operational and logistics experience at the United Nations Technology/Cyber Expertise – developed through her role as Chief Executive Officer of CIS, which focuses on technology, and specifically on cybersecurity Publicly Traded Company Experience – gained as an experienced board director, having served on the boards of large-market capitalization companies since 2016 Legal Expertise – gained through her legal education (J.D., Georgetown University) | | | |

  8. Directors/Nominees

    | | MICHAEL R. MCCARTHY | | | | | | | AGE: 72 | DIRECTOR SINCE: 2008 | INDEPENDENT | CHAIRMAN Chairman McCarthy Group, LLC and Co-Chairman Bridges Trust Company | | Corporate Governance, Nominating & Sustainability | | Finance | | EXPERIENCE | | SKILLS & QUALIFICATIONS | | | | | Chairman and Co-Founder (1986 – present), McCarthy Group, LLC, a private investment group Co- Chairman (2021 – present), Bridges Trust Company, a wealth management firm OTHER PUBLIC DIRECTORSHIPS (within the last 5 years) FORMER Cabela’s Incorporated (1996 – 2017) | | CEO Experience, Risk Management Experience – gained through founding and serving as Chairman of McCarthy Group and serving as Co-Chairman of Bridges Trust, both successful investment companies Economics/Finance Expertise, Wall Steet Experience, International/Global Expertise – developed while providing strategic and operational advice to businesses in various sectors of the economy Publicly Traded Company Experience – gained through his significant experience serving on the boards of other public companies Operations Knowledge, Customer Perspective, and Government and Regulatory Expertise – developed while providing operational advice to businesses in various sectors of the economy | | | |

  9. Directors/Nominees

    | | DOYLE R. SIMONS | | | | | | | AGE: 60 | DIRECTOR SINCE: 2023 | INDEPENDENT Former President and Chief Executive Officer Weyerhaeuser Company | | Compensation & Benefits | | Safety & Service Quality | | EXPERIENCE | | SKILLS & QUALIFICATIONS | | | | | President and Chief Executive Officer (2013 – 2019), Weyerhaeuser Company, a global producer of wood-related products and pioneer of sustainable tree farms Chairman and Chief Executive Officer (2008 – 2012), held a variety of high-level leadership roles after joining in 1992, including Executive Vice President and Chief Administrative Officer (1992 – 2012); Temple-Inland, Inc. (acquired by International Paper Company in 2012), a corrugated packaging and building products company Began his career as an attorney in private practice OTHER PUBLIC DIRECTORSHIPS (within the last 5 years) CURRENT Fiserv, Inc. (since 2007) Iron Mountain Incorporated (since 2020) FORMER Weyerhaeuser Company (2012 – 2019) | | CEO Experience – gained through his service as a CEO of Weyerhaeuser and Temple-Inland Risk Management Experience, International/Global Expertise, Operations Knowledge, Customer Perspective – developed during his roles at Weyerhaeuser and Temple-Inland where he became well versed in global and complex supply chain operations and financial matters Publicly Traded Company Experience – gained through his service as CEO of Weyerhaeuser and Temple-Inland, as well as his extensive experience serving on the boards of other public companies Legal Expertise and Investor Perspective – gained through his legal education and practice of law (J.D., University of Texas) and service as a CEO leading public companies | | | |

  10. Directors/Nominees

    | | JOHN K. TIEN, JR. | | | | | | | AGE: 60 | DIRECTOR SINCE: 2023 | INDEPENDENT Former Deputy Secretary U. S. Department of Homeland Security | | Audit* | | Finance* | | | | | * Committee appointments effective March 21, 2024 | | | | EXPERIENCE | | SKILLS & QUALIFICATIONS | | | | | Deputy Secretary (2021 – 2023), U.S. Department of Homeland Security; functioning as the Chief Operating Officer for the third-largest department in the U.S. government Senior Executive Roles (2011 – 2021); including Chief Administrative Officer and Chief of Staff for Citi’s Global Consumer Operations and Technology organization (2011 – 2013), Head of Operations and Customer Service for Citi Retail Services’ largest Mastercard co-brand portfolio (2013-2016), Chief Operating Officer and Chief Technology Officer (2016 – 2020) for Macy’s private label and co-brand credit card portfolio for Citi Retail Services, and Head of Business and Process Re-Engineering Transformation for Citigroup’s entire U.S. Consumer Bank (2020 – 2021); Citigroup Inc., a global consumer bank Senior Director, Afghanistan and Pakistan (2009 – 2011), National Security Council, The White House Director, Iraq (2008 – 2009), National Security Council, The White House White House Fellow (1998 – 1999), Office of the U.S. Trade Representative, The White House Served in the U.S. Army (1987 – 2011); served over 24 years in positions of increasing responsibility as an officer in the U.S. Army retiring at the rank of Colonel | | International/Global Expertise – developed through his extensive military and government service, including his service at the U.S. Department of Homeland Security and National Security Council positions Government and Regulatory Expertise – gained through his government service and senior executive roles at Citigroup including experience with banking regulations and oversight of regulatory training for the organization Risk Management Experience – developed though his many leadership roles in the financial sector at Citigroup which included oversight of risk management and compliance systems and responsibility for customer service and safeguarding customer accounts against fraud and data breaches Technology/Cyber Expertise – gained through his service at the U.S. Department of Homeland Security and his various leadership positions at Citigroup overseeing technology operations | | | |

  11. Directors/Nominees

    | | V. JAMES VENA | | | | AGE: 65 | DIRECTOR SINCE: 2023 | MANAGEMENT Chief Executive Officer Union Pacific Corporation and Union Pacific Railroad Company | | | EXPERIENCE | | SKILLS & QUALIFICATIONS | | Chief Executive Officer (2023 – present), Senior Advisor to the Chairman (2021); Union Pacific Corporation Chief Executive Officer (2023 – present), Chief Operating Officer (2019 – 2020); Union Pacific Railroad Company Executive Vice President and Chief Operating Officer (2013 – 2016); several senior leadership roles during his 40 years of service; Canadian National Railway Company OTHER PUBLIC DIRECTORSHIPS (within the last 5 years) FORMER FedEx (2022 – 2023) | | CEO Experience, Risk Management Experience and Government and Regulatory Expertise– gained through service as CEO of the Company and the Railroad and his extensive experience in the rail industry where oversight and management of regulatory matters and risks related to safety, operations, and compliance are key International/Global Expertise, Operations Knowledge, Customer Perspective – developed through his over 40 years of experience in the railroad industry, including his service as the Chief Operating Officer of both Canadian National and Union Pacific, as well as marketing experience through senior roles in marketing and sales at Canadian National Publicly Traded Company Experience – gained through serving on boards of public companies Economics/Finance Expertise and Investor Perspective – developed through his service in senior leadership roles at public companies |

  12. Directors/Nominees

    | | JOHN P. WIEHOFF | | | | | | | AGE: 62 | DIRECTOR SINCE: 2023 | INDEPENDENT Former Chairman, President and Chief Executive Officer C.H. Robinson Worldwide, Inc. | | Audit | | Safety & Service Quality | | EXPERIENCE | | SKILLS & QUALIFICATIONS | | | | | Chairman (2007 – 2020), President and Chief Executive Officer (2002 – 2019), President (1999 – 2002), and Senior Vice President and Chief Financial Officer (1998 – 1999); C.H. Robinson Worldwide, Inc., a leading third-party logistics, supply chain management and sourcing company Began his career at Arthur Andersen LLP OTHER PUBLIC DIRECTORSHIPS (within the last 5 years) CURRENT Polaris (since 2007) U.S. Bancorp (since 2020) FORMER C.H. Robinson Worldwide, Inc. (2001 – 2020) Donaldson Company, Inc. (2003 – 2022) | | CEO Experience, Risk Management Experience, International/Global Expertise, Operations Knowledge, Customer Perspective – gained while serving as Chief Executive Officer of C.H. Robinson and through multiple leadership roles involving logistics, sourcing and supply chain management Economics/Finance Expertise – developed while serving as C.H. Robinson’s Chief Financial Officer Publicly Traded Company Experience –gained through service as Chairman and CEO at C.H. Robinson and his significant experience serving on boards of other public companies Investor Perspective – developed through his service as a CFO and CEO leading a public company | | | |

  13. Directors/Nominees

    | | CHRISTOPHER J. WILLIAMS | | | | | | | AGE: 66 | DIRECTOR SINCE: 2019 | INDEPENDENT Chairman Siebert Williams Shank & Co. | | Audit | | Finance | | EXPERIENCE | | SKILLS & QUALIFICATIONS | | | | | Chairman (2019 – present); Siebert Williams Shank & Co., LLC, an investment banking and financial services company Founder, Chairman and Chief Executive Officer (1994 – 2019 when merged with Siebert Cisneros Shank & Co., LLC); Williams Capital, an investment banking and financial services firm comprised of The Williams Capital Group, L.P. and Williams Capital Management, LLC Held positions at Jeffries and Company and Lehman Brothers OTHER PUBLIC DIRECTORSHIPS (within the last 5 years) CURRENT Ameriprise Financial (since 2016) The Clorox Company (since 2015) FORMER Caesars Entertainment Corporation (2003 – 2019) | | CEO Experience – developed during his role as Chairman and Chief Executive Officer of Williams Capital Economics/Finance Expertise, Wall Street Experience – gained during his years of experience in investment banking and finance Publicly Traded Company Experience – gained through his significant experience serving on the boards of other public companies, including, in addition to those listed at the left, Walmart Inc. Risk Management Experience and the Investor Perspective – developed through service as a CEO of an investment banking and financial services company | | | |

  14. Consideration of Director Nominees and Proxy Access

    Consideration of Director Nominees and Proxy Access The Company’s Bylaws provide for “proxy access” for certain director candidates nominated by shareholders. Under the Bylaws, 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 2025 Annual Meeting of Shareholders should provide the information specified in the Bylaws to the Secretary of the Company in writing during the period beginning on October 27, 2024 and ending at the close of business (5:00 pm, central time) on November 26, 2024, and should include the information and representations required by the proxy access provisions set forth in the Company’s Bylaws. The Corporate Governance, Nominating and Sustainability Committee will consider and evaluate individuals for service on the Board suggested by directors and shareholders. Shareholders desiring to recommend candidates for consideration at the 2025 Annual Meeting should advise the Secretary of the Company in writing during the period beginning on January 9, 2025 and before the close of business (5:00 pm, central time) on February 8, 2025, and should include the following information, 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. 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, Nominating and Sustainability 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.

  15. DIRECTOR COMPENSATION IN FISCAL YEAR 2023

    DIRECTOR COMPENSATION IN FISCAL YEAR 2023

  16. DIRECTOR COMPENSATION IN FISCAL YEAR 2023

    DIRECTOR COMPENSATION IN FISCAL YEAR 2023 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.

  17. Non-Management Director Compensation in Fiscal Year 2023

    Non-Management Director Compensation in Fiscal Year 2023 The following table provides a summary of the compensation of our non-management directors for 2023.

  18. Non-Management Director Compensation in Fiscal Year 2023

    | NAME | FEES EARNED OR PAID IN CASH | STOCK AWARDS (a) | OPTION AWARDS | ALL OTHER COMPENSATION (b) | TOTAL COMPENSATION | | William J. DeLaney | 327,500 | 0 | 0 | 34,623 | 362,123 | | David B. Dillon | 335,000 | 0 | 0 | 27,078 | 362,078 | | Sheri H. Edison | 308,333 | 0 | 0 | 31,784 | 340,117 | | Teresa M. Finley | 302,500 | 0 | 0 | 33,701 | 336,201 | | Deborah C. Hopkins | 327,500 | 0 | 0 | 28,515 | 356,015 | | Jane H. Lute | 318,333 | 0 | 0 | 25,406 | 343,739 | | Michael R. McCarthy | 421,250 | 0 | 0 | 14,578 | 435,828 | | Doyle R. Simons (c) | 125,000 | 0 | 0 | 2,193 | 127,193 | | John K. Tien, Jr. (c) | 25,000 | 0 | 0 | 0 | 25,000 | | Jose H. Villarreal (d) | 225,000 | 0 | 0 | 33,577 | 258,577 | | John P. Wiehoff (c) | 127,500 | 0 | 0 | 1,316 | 128,816 | | Christopher J. Williams | 310,000 | 0 | 0 | 9,888 | 319,888 |

  19. Non-Management Director Compensation in Fiscal Year 2023

    | (a) The following table provides the outstanding equity awards at fiscal year-end held by all individuals who served as non-management directors in 2023. 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. |

  20. Non-Management Director Compensation in Fiscal Year 2023

    | NAME | NUMBER OF SECURITIES UNDERLYING UNEXERCISED OPTIONS | NUMBER OF SHARES VESTING UPON TERMINATION | NUMBER OF UNITS IN DEFERRED STOCK UNIT ACCOUNT | | William J. DeLaney | 0 | 0 (e) | 4,613 | | David B. Dillon | 0 | 4,000 | 11,081 | | Sheri H. Edison | 0 | 0 (e) | 1,460 | | Teresa M. Finley | 0 | 0 (d) | 1,351 | | Deborah C. Hopkins | 0 | 4,000 | 10,287 | | Jane H. Lute | 0 | 4,000 | 8,161 | | Michael R. McCarthy | 0 | 4,000 | 62,939 | | Doyle R. Simons (c) | 0 | 0 (e) | 143 | | John K. Tien, Jr. (c) | 0 | 0 (e) | 0 | | Jose H. Villarreal (d) | 0 | 4,000 (f) | 29,295 (f) | | John P. Wiehoff (c) | 0 | 0 (e) | 143 | | Christopher J. Williams | 0 | 0 (e) | 4,061 |

  21. Non-Management Director Compensation in Fiscal Year 2023

    | (b) Excess liability insurance premiums paid in 2023 for each non-management director were $2,078. 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. DeLaney $25,000, Mr. Dillon, $25,000; Ms. Edison, $22,500; Ms. Finley, $25,000; Ms. Hopkins, $22,500; Ms. Lute, $20,000; Mr. McCarthy, $12,500; Mr. Villarreal, $25,000; and Mr. Williams, $6,000. 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 2023 for the applicable director’s service, and stock option exercises, if any, during the director’s service in 2022. 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. |

  22. Non-Management Director Compensation in Fiscal Year 2023

    | (c) Messrs. Simons and Wiehoff were elected to the Board effective July 26, 2023. Mr. Tien was elected to the Board effective December 14, 2023. |

  23. Non-Management Director Compensation in Fiscal Year 2023

    | (d) Mr. Villarreal retired from the Board on October 1, 2023. |

  24. Non-Management Director Compensation in Fiscal Year 2023

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

  25. Non-Management Director Compensation in Fiscal Year 2023

    | (f) Mr. Villarreal’s 4,000 shares vested upon his retirement. His Deferred Stock Unit Account will be paid out in full on April 1, 2024. |

  26. Non-Management Director Compensation in Fiscal Year 2023

    PROPOSAL NUMBER 2 − Ratification of Appointment of Deloitte & Touche LLP as Independent Registered Public Accounting Firm for the Year Ending December 31, 2024 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, 2024 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.

  27. Non-Management Director Compensation in Fiscal Year 2023

    | • | 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. |

  28. Non-Management Director Compensation in Fiscal Year 2023

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

  29. Non-Management Director Compensation in Fiscal Year 2023

    | • | 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. |

  30. Non-Management Director Compensation in Fiscal Year 2023

    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 are expected to be available to respond to relevant questions by shareholders.

  31. CD&A ROADMAP

    | Outstanding Equity Awards at 2023 Fiscal Year-End | 68 | | Option Exercises and Stock Vested in Fiscal Year 2023 | 70 | | Pension Benefits at 2023 Fiscal Year-End | 70 | | Nonqualified Deferred Compensation at 2023 Fiscal Year-End | 72 | | Potential Payments Upon Separation from Service, Change-In-Control or Death or Disability | 75 | | Pay Ratio Disclosure | 78 | | Pay versus Performance Disclosure | 79 | | Security Ownership of Certain Beneficial Owners and Management | 83 | | Stock Ownership Requirements for Executives | 84 | | Hedging Our Common Stock Is Prohibited | 84 | | Sales of Our Common Stock by Executive Officers and Directors Under Rule 10b5-1 Trading Plans | 84 |

  32. Executive Compensation Philosophy and the Compensation-Setting Process

    | • | 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. |

  33. Executive Compensation Philosophy and the Compensation-Setting Process

    | • | 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. |

  34. Executive Compensation Philosophy and the Compensation-Setting Process

    | • | 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. |

  35. Executive Compensation Philosophy and the Compensation-Setting Process

    | ✔ | Guidance from the Committee’s compensation consultant; |

  36. Executive Compensation Philosophy and the Compensation-Setting Process

    The Committee selected this Peer Group in May 2022 with the assistance of its compensation consultant, FW Cook, after considering U.S. based public companies in similar Global Industry Classification System (GICS) Sub-Industries 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.

  37. Executive Compensation Philosophy and the Compensation-Setting Process

    | | PEER GROUP | | UNION PACIFIC | | | | MEDIAN | 75TH PERCENTILE | COMPANY DATA | PERCENTILE RANK | | Net Revenue | $29,279 | $49,468 | $24,875 | 44th | | Operating Income | $5,890 | $6,704 | $9,833 | 95th | | Total Assets | $71,124 | $92,690 | $65,449 | 45th | | Market Capitalization | $73,614 | $123,044 | $142,342 | 87th | | Employees | 66,656 | 96,000 | 33,179 | 44th |

  38. Compensation Best Practices

    | | V. James Vena Age: 65 | Tenure: <1 year Chief Executive Officer | | | | | | | Compensation Decisions for 2023 | | | | Base salary of $1,250,000 prorated for his partial 2023 service | | | | Annual incentive target of $2,250,000 prorated for partial 2023 service (will not be less than target of $937,500) | | | | 2024 Long-term incentive equity award of $12,000,000 approved upon his election as CEO and granted in February 2024 | | | | Mr. Vena was elected Chief Executive Officer of the Company and Union Pacific Railroad Company (the Railroad), the principal operating subsidiary of the Company, effective August 14, 2023. Mr. Vena previously served as a Senior Advisor to the Chairman of Union Pacific in 2021 and Chief Operating Officer of the Railroad from 2019 to 2020. The Compensation and Benefits Committee set Mr. Vena’s salary for 2023 at $1,250,000 and his 2023 Annual Incentive Plan bonus target at $2,250,000 upon his election as Chief Executive Officer. Mr. Vena’s salary and annual incentive bonus were pro-rated to reflect his partial-year service commencing on August 14, and the Committee provided that his 2023 Annual Incentive bonus payout would not be less than his pro-rated Annual Incentive Plan bonus target of $937,500. Mr. Vena received an annual incentive bonus for 2023 of $1,406,250 which reflects 150% of his annual incentive bonus target. | | |

  39. Base Salary

    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 based on the same considerations described above. In February 2023 and 2024, 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.

  40. Base Salary

    | (3) Mr. Gehringer’s 2023 salary was increased to reflect alignment with the Peer Group as well as his increased responsibilities as Executive Vice President – Operations. |

  41. 2023 Annual Incentive Plan

    2023 Annual Incentive Plan For 2023, for the NEOs other than Mr. Vena, seventy percent (70%) of the target annual incentive cash bonuses for executives was based on the attainment of pre-established objective Company financial performance goals, twenty percent (20%) was based on a shared set of Company goals in key areas such as safety, customer service, trip plan compliance, market share, employee engagement and renewable fuel blend and ten percent (10%) was 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 were achieved, then no annual incentive cash bonus would be paid to executives. For performance that exceeded target levels, the annual incentive plan payout was capped at 200% of target. When determining individual annual incentive bonus targets for each of the NEOs, the Committee generally targeted the 50th 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 2023.

  42. 2023 Target Total Cash Compensation

    | NAME | 2023 SALARY | 2023 TARGET BONUS | 2023 TARGET TOTAL CASH COMP | | Jennifer L. Hamann | 640,000 | 800,000 | 1,440,000 | | Elizabeth F. Whited | 800,000 | 854,167 (1) | 1,654,167 | | Eric J. Gehringer | 600,000 | 750,000 | 1,350,000 | | Kenny G. Rocker | 505,000 | 750,000 | 1,255,000 | | Lance M. Fritz | 1,325,000 (2) | 2,400,000 | 3,525,000 |

  43. 2023 Target Total Cash Compensation

    | (1) Ms. Whited was elected President on August 14, 2023, and her target bonus of $750,000 was increased to $1,000,000. |

  44. Full Year 2023 Annual Incentive Plan Results

    Full Year 2023 Annual Incentive Plan Results

  45. Full Year 2023 Annual Incentive Plan Results

    | | Company Performance (Formulaic 70%) | | Strategic Scorecard / Individual (Non-Formulaic 30%) | | | | OPERATING INCOME 35% | OPERATING RATIO 35% | Strategic Scorecard 20% | Individual Performance 10% | | Maximum – 200% Payout | $12,000 | 56.9% | 200% | 200% | | Target – 100% Payout | $10,250-$10,550 | 59.4%-58.4% | 100% | 100% | | Threshold – 25% Payout | $8,800 | 61.4% | 25% | 25% | | 2023 Plan Results | $9,082 | 61.9% (1) | 80% | 100% | | Performance Achieved – Weighted Average Payout = 40% | 40% | 0% | 80% | 100% |

  46. Full Year 2023 Annual Incentive Plan Results

    | (1) The 2023 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. |

  47. Full Year 2023 Annual Incentive Plan Results

    Non-Formulaic Component The non-formulaic component of the 2023 Annual Incentive Plan was divided into two parts: twenty percent (20%) is based on a shared set of strategic goals in key areas such as safety, customer service, trip plan compliance, market share, employee engagement and renewable fuel blend and ten percent (10%) is based on individual performance. We communicated to executives, and the Committee assessed, the individual strategic scorecard items shown below, without assigning particular weighting to any one item. The Company exceeded its goal of 85% participation in the employee engagement survey with an 89% participation rate and included the Committee’s evaluation of the employee engagement score. The Company also exceeded its goal of 6% biofuel blend, with a biofuel blend of 6.1% in 2023. Our 2023 personal injury rate did not satisfy our expectations, deteriorating year-over-year, while our reportable derailment rate improved 6% from 2022. Our operational performance and many of our operating metrics improved year-over-year. For 2023, car trip plan compliance for both intermodal and manifest/automotive products improved compared to 2022. While market share improved, carload growth and net promoter score 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 80% of target for each of the NEOs. The Committee awarded, based on Mr. Vena’s recommendation, the individual executive performance component (10%) at 100% for Ms. Hamann, 100% for Mr. Rocker and 100% for Mr. Gehringer. The Committee awarded Ms. Whited’s individual executive performance component at 100% and Mr. Fritz’s individual executive performance component at 100%. The table below reflects the aggregate actual performance incentive cash bonus reported for each of the NEOs, other than Mr. Vena, for 2023.

  48. Full Year 2023 Annual Incentive Plan Results

    | | | ACTUAL | | | | | | | | NAME | 2023 TARGET BONUS | OPERATING INCOME 35% | OPERATING RATIO 35% | STRATEGIC SCORECARD 20% | INDIVIDUAL PERFORMANCE 10% | 2023 TOTAL ANNUAL INCENTIVE BONUS | TOTAL | 2023 OVERALL PAYOUT (AS A % OF TARGET) | | Jennifer L. Hamann | $800,000 | $112,000 | $0 | $128,000 | $80,000 | $320,000 | $320,000 | 40% | | Elizabeth F. Whited | 854,167 (1) | 119,583 | 0 | 136,667 | 85,417 | 341,667 | 341,667 | 40% | | Eric J. Gehringer | 750,000 | 105,000 | 0 | 120,000 | 75,000 | 300,000 | 300,000 | 40% | | Kenny G. Rocker | 750,000 | 105,000 | 0 | 120,000 | 75,000 | 300,000 | 300,000 | 40% | | Lance M. Fritz | 2,400,000 | 336,000 | 0 | 384,000 | 240,000 | 960,000 | 960,000 | 40% |

  49. Full Year 2023 Annual Incentive Plan Results

    | (1) Ms. Whited was elected President on August 14, 2023, and her target bonus of $750,000 was increased to $1,000,000, prorated to reflect her August 14, 2023 election date. |

  50. Mr. Vena’s 2023 Annual Incentive Bonus

    Mr. Vena’s 2023 Annual Incentive Bonus Upon Mr. Vena’s election as Chief Executive Officer on August 14, 2023, the Committee established his annual target bonus at $2,250,000 which was prorated (in the amount of $937,500) to reflect his partial-year service. Because Mr. Vena commenced employment late in 2023 and did not have input into the performance goals under the 2023 Annual Incentive Plan, the Committee provided that his 2023 annual incentive bonus payout would not be less than his prorated target. After reviewing Mr. Vena’s performance during 2023, the Committee awarded Mr. Vena an annual incentive bonus for 2023 of $1,406,250 which reflects 150% of the pro-rated target. In determining his annual incentive bonus amount, the Committee considered Mr. Vena’s strong start in the CEO role, specifically his results-based leadership that drove meaningful operational improvements which better positions the Company to execute its long-term strategy and vision.

  51. Long-Term Equity Incentive Compensation

    Long-Term Equity Incentive Compensation The components of our long-term incentive compensation are:

  52. Long-Term Equity Incentive Compensation

    | | Performance Stock Units Performance stock units are payable based on the attainment and certification of: • Two-thirds (2/3) average annual Return on Invested Capital (ROIC) for a three-year performance period (Performance Period) • One-third (1/3) 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 | | | Stock Options Stock option awards become fully exercisable if the executive remains an employee through a three-year vesting period. One-third of each stock option grant vests each year over the three-year vesting period. |

  53. Long-Term Equity Incentive Compensation

    The Committee generally seeks to make long-term incentives the largest element of each NEO’s Target Total Direct Compensation opportunity. In setting the size of long-term incentive awards, the Committee considers the individual performance of the NEO as well as the Total Target Direct Compensation opportunities of similarly situated executives of the Company’s Peer Group and competitive market information from third party compensation surveys. The CEO recommends to the Committee an aggregate value of long-term incentive awards for each of the NEOs other than himself, which is a determination reserved for the Committee, taking into account advice from its compensation consultant and the Board’s evaluation of the CEO. The Committee considers these recommendations and determines the final amounts awarded to each NEO. The Committee may vary the mix of each component of equity compensation to some degree depending on Company and individual performance and retention risk regarding an executive. The long-term incentive awards granted by the Committee in February 2023 reflected the Committee’s desire to provide long-term incentive compensation to ensure the continued efforts of the NEOs to meet the long-term goals and strategic plans of the Company and to align this element of their compensation with the long-term interests of the Company’s shareholders. The Committee increased Mr. Gehringer’s target long-term incentive award opportunity for 2023 to better align his compensation with the Peer Group and his responsibilities as Executive Vice President-Operations. The long-term incentive awards for the NEOs and a description of the terms of these awards are set forth on pages 66 and 67 in the Grants of Plan-Based Awards in Fiscal Year 2023 Table and accompanying narrative discussion.

  54. Performance Stock Units

    Performance Stock Units In February 2021, February 2022 and February 2023, the Committee awarded the NEOs performance stock units (PSUs) that are payable based on the attainment and certification of two-thirds (2/3) average annual return on invested capital (ROIC) for a three-year performance period (Performance Period) and one-third (1/3) 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. Payout of the 2021, 2022 and 2023 PSUs may be zero if threshold goals are not achieved, or may range from 25% to 200% of the target number of stock units. The threshold, target and maximum number of 2023 PSUs that may be earned by each NEO is set forth on page 66 in the Grants of Plan-Based Awards in Fiscal Year 2023 Table. We define ROIC as net operating profit after taxes, divided by average invested capital. The Committee may adjust ROIC to reflect the effect of special or strategic transactions or events, such as excluding the impact of significant gains on sales of real estate, tax adjustments, accounting charges, or reclassifications. The Committee selected ROIC because it is one of our key measurements that indicates success in making long-term capital investment decisions that improve financial and operational performance and increase shareholder value. In addition, the Board emphasizes ROIC as a key focus area for the Company. The ROIC performance criteria are set based on thoughtful analysis of current and projected business levels and changes in the economic environment that may impact the Company’s ability to achieve levels of return reported in previous periods. For PSUs granted in 2023, the Committee recommended Board approval of our ROIC target at 17.0%. The Committee also considered returns commensurate with other Class I railroads and large cap industrial companies.

  55. Performance Stock Units

    | PERFORMANCE PERIOD | PERFORMANCE CRITERIA | ROIC THRESHOLD | ROIC TARGET | ROIC MAXIMUM | | 2021 – 2023 | 2/3 ROIC and 1/3 Relative OIG | 12.5% | 15.3% | 18.0% | | 2022 – 2024 | 2/3 ROIC and 1/3 Relative OIG | 13.0% | 17.0% | 19.5% | | 2023 – 2025 | 2/3 ROIC and 1/3 Relative OIG | 13.0% | 17.0% | 19.5% |

  56. Performance Stock Units

    The Committee selected relative OIG because it aligns with the Company’s objective of profitable growth. The table below summarizes the payout schedule for the relative OIG component of PSUs based on the Company’s operating income growth percentile compared to the OIG of the companies in the S&P 100 Industrials Index and the Class I Railroads for the PSUs granted in 2022 and 2023. Payout will be linearly interpolated for performance between levels.

  57. Performance Stock Units

    | OPERATING INCOME GROWTH (PERCENTILE) | PAYOUT (% OF EARNED SHARES) | | 25% | 25% | | 50% | 100% | | 75% | 150% | | 90% | 200% |

  58. Performance Stock Units

    For PSUs granted in 2021, 2022 and 2023, if the Company does not meet the threshold ROIC and OIG level for the three-year performance period, executives will not earn any performance stock units on that component. The Company does not pay dividend equivalents on unearned performance stock units. The Committee certified the ROIC results as shown in the graph below for performance years 2021-2023.

  59. Performance Stock Units

    | * ROIC is not considered a financial measure under GAAP by SEC Regulation G and Item 10 of SEC Regulation S-K and may not be defined and calculated by other companies in the same manner. For a reconciliation to GAAP, please see Item 7 of the Company’s Annual Report on Form 10-K for the year ended December 31, 2023. |

  60. Performance Stock Units

    In February 2024, the PSUs granted for the 2021-2023 performance period were settled at an overall payout of 126% of target, based on 16.4% average ROIC and 48th percentile relative OIG for the three-year performance period. PSUs earned under the 2021 grants for each of the NEOs are included as Earned Performance Stock Units in the Stock Awards column of the Outstanding Equity Awards at 2023 Fiscal Year-End Table on page 68. The table below summarizes how the PSUs granted in 2021 were earned, and how the performance stock units granted in 2022 and 2023 are tracking as of the end of 2023.

  61. Performance Stock Units

    | PERFORMANCE PERIOD | AVERAGE ROIC | RELATIVE OPERATING INCOME GROWTH (PERCENTILE RANK) | PERCENT OF TARGET ACHIEVED TO DATE | PERCENT OF TARGET EARNED | | 2021 – 2023 | 16.4% | 48th | 126% | 126% of the target number of stock units | | 2022 – 2024 | 16.4% | 58th | N/A | No stock units earned until the end of the performance period | | 2023 – 2025 | 15.5% | 38th | N/A | No stock units earned until the end of the performance period |

  62. 2024 Compensation Decisions

    | NAME | Annual Base Salary Increase % | Target Annual Incentive | Target Long-Term Incentive | | V. James Vena | 8.0% | +200,000 | (1) | | Jennifer L. Hamann | 7.8% | No change | +$150,000 | | Elizabeth F. Whited | 6.3% | No change | (2) | | Eric J. Gehringer | 10.0% | No change | +$250,000 | | Kenny G. Rocker | 9.9% | No change | +$500,000 | | Lance M. Fritz (3) | — | — | — |

  63. 2024 Compensation Decisions

    | (1) Mr. Vena’s 2024 target long-term incentive award opportunity is $12,000,000 as previously disclosed in the Company’s Form 8-K dated July 26, 2023. |

  64. 2024 Compensation Decisions

    | (2) Ms. Whited’s 2024 target long-term incentive award opportunity is $4,000,000 as previously disclosed in the Company’s Form 8-K dated July 26, 2023. |

  65. 2024 Compensation Decisions

    2024 Target Total Direct Compensation Adjustments. The Committee increased Mr. Vena’s salary and Target Annual Incentive for 2024 to better align his compensation with the Peer Group. The Committee increased Ms. Hamann’s salary and Target Long-Term Incentive for 2024 to incentivize her continued growth in her role as Executive Vice President and Chief Financial Officer. For Ms. Whited, the Committee increased her salary to better align her compensation with her responsibilities as President. Mr. Rocker received an increase in his salary and Target Long-Term Incentive for 2024 to remain competitive with the Peer Group. Mr. Gehringer received an increase in his salary and Target Long-Term Incentive for 2024. The increases reflect the Committee’s alignment of Mr. Gehringer’s compensation with the Peer Group and his responsibilities following his appointment to his current position and are intended to incentivize his continued growth and development as the Executive Vice President-Operations. Mr. Vena’s 2024 Long-Term Incentive Awards. To recognize that Mr. Vena came out of retirement to serve as CEO, the Committee provided that upon a qualified retirement Mr. Vena’s February 2024 long-term equity incentive awards will continue to vest in full, with PSUs eligible to be earned based on actual performance over the full performance period, and his vested options will remain exercisable for five years from the date of retirement. For these purposes, a qualified retirement will be deemed to occur if Mr. Vena has served at least two years from the date he commenced service as CEO, provided he gives at least 180 days’ notice of his retirement and assists in the transition of his role to his successor. Upon death, disability or a termination without cause, Mr. Vena’s options will fully vest and remain exercisable for five years, and his PSUs will remain outstanding and be settled to the extent earned based on actual performance following the end of the applicable performance period.

  66. Change-in-Control Arrangements

    Change-in-Control Arrangements The NEOs do not have individual severance agreements or employment agreements with the Company. In November 2000, the Board adopted the Union Pacific Corporation Key Employee Continuity Plan (the Continuity Plan). The purpose of the Continuity Plan is to assure the smooth transition of management and effective operation of the Company in the event of a change-in-control by providing (i) sufficient economic security to allow key executives to focus on overall shareholder value without concern about personal financial interests and (ii) severance benefits in the event their employment with the Company is terminated within two years following a change-in-control. The Continuity Plan provides severance benefits to certain senior level executives, including the NEOs, in the event (i) a change-in-control occurs and (ii) the covered executive is involuntarily terminated or constructively discharged within two years following the change-in-control. This “double-trigger” requirement will allow the new controlling party to retain certain executives and terminate others with the obligation to provide the benefits set forth in the Continuity Plan. Severance benefits are the same for all covered executives, except for the multiple used to determine an executive’s lump-sum severance payment. The lump-sum severance payment is equal to three times the sum of base salary plus the average of the annual bonus payments earned in the three most recent calendar years for Mr. Vena and two times this sum for each of Ms. Hamann, Ms. Whited, Mr. Rocker and Mr. Gehringer. The Committee determined these multiples based upon competitive practices at the time the plan was adopted. The Continuity Plan does not provide for any tax gross-ups. As a result, none of the Company’s executives, including the NEOs, are eligible to receive any excise tax gross-up on any severance payment received under the Continuity Plan. In December 2021, the Committee recommended, and the Board approved the following changes to the Continuity Plan in the event of a qualifying termination of employment following a change-in-control: the elimination of the automatic vesting and receipt of an additional three years of age and service credit in the Company’s Supplemental Pension Plan, proration of the current year’s annual incentive bonus and the addition of best net treatment for excise taxes associated with Section 280G of the Internal Revenue Code (the Code). In September 2003, the Board adopted the Union Pacific Corporation Policy Regarding Shareholder Approval of Future Severance Agreements (Severance Policy). Under this Severance Policy, the Company agreed not to enter into a future severance agreement with a senior executive that provides for benefits in an amount generally exceeding 2.99 times salary plus bonus unless such agreement is approved by a vote of our shareholders. Payments and certain severance benefits for the NEOs upon a change-in-control, as well as a description of the Continuity Plan are set forth on pages 76 through 77.

  67. Recoupment Policy

    Recoupment Policy On September 28, 2023, the Board approved the Company’s amended and restated Policy for Recoupment of Certain Compensation (the Policy) which became effective October 2, 2023. The Policy applies to any incentive-based compensation (any compensation granted, earned, or vested based in whole or part on the Company’s attainment of a financial reporting measure) or incentive compensation (any compensation under the Company’s Executive Incentive Plan (or successor plan) or under one of the Company’s applicable stock plans, including long-term incentive equity awards) received on or after October 2, 2023 and the Company’s prior recoupment policy applies to incentive compensation awarded on or after January 1, 2020 and received before October 2, 2023. The Policy complies with the listing standards adopted by the New York Stock Exchange that implemented the SEC’s finalized Exchange Act Rule 10D-1. The Policy requires that, in the event of a financial restatement due to material noncompliance with any financial reporting requirement under the federal securities laws, the Company will recover from each covered executive (specified as any executive officer of the Company as defined under Rule 10D-1 of the Securities Exchange Act of 1934) on a reasonably prompt basis the amount of any excess incentive-based compensation received by such covered executive during the recovery period (as defined in the Policy). Additionally, in the event the Company is required to prepare such a financial restatement the Compensation and Benefits Committee may, in its sole discretion, require other Company executives to repay to the Company any excess incentive-based compensation received by such executive during the recovery period. The Policy also provides that the Committee may, in its sole discretion, require a covered executive or other executive who has engaged in certain types of detrimental conduct, as more particularly described in the Policy, to repay to the Company any incentive compensation received during the recovery period.

  68. Summary Compensation Table

    Summary Compensation Table The following table provides a summary of compensation awarded to, earned by or paid to the NEOs, including salary, bonus, the value of stock awards and option awards and other compensation for 2023, 2022 and 2021.

  69. Summary Compensation Table

    | NAME AND PRINCIPAL POSITION | YEAR | SALARY | BONUS | STOCK AWARDS (a) | OPTION AWARDS (b) | NON-EQUITY INCENTIVE PLAN COMPENSATION | CHANGE IN PENSION VALUE AND NONQUALIFIED DEFERRED COMPENSATION EARNINGS (c) | ALL OTHER COMPENSATION (d) | TOTAL COMPENSATION | | V. James Vena Chief Executive Officer | 2023 | $477,151 | $1,406,250(e) | $0 | $0 | $0 | $0(f) | $133,947 | $2,017,348 | | Jennifer L. Hamann EVP & Chief Financial Officer | 2023 | 633,333 | 0 | 1,560,015 | 1,040,107 | 320,000 | 895,790 | 23,543 | 4,472,788 | | | 2022 | 591,667 | 0 | 1,500,065 | 1,000,089 | 328,500 | —(g) | 37,466 | 3,457,787 | | | 2021 | 545,833 | 0 | 1,200,122 | 800,002 | 880,125 | 911,800 | 19,704 | 4,357,586 | | Elizabeth F. Whited President | 2023 | 644,355 | 0 | 1,050,150 | 700,119 | 341,667 | 920,130 | 27,189 | 3,683,610 | | | 2022 | 523,000 | 0 | 1,050,216 | 700,109 | 338,500 | —(g) | 44,855 | 2,656,680 | | | 2021 | 486,333 | 0 | 90,193 | 600,091 | 892,625 | —(g) | 32,687 | 2,911,929 | | Eric J. Gehringer EVP Operations | 2023 | 579,167 | 0 | 1,350,106 | 900,112 | 300,000 | 342,336 | 28,185 | 3,499,906 | | | 2022 | 467,500 | 0 | 900,185 | 600,116 | 323,500 | —(g) | 23,900 | 2,315,201 | | | 2021 | 415,000 | 0 | 600,061 | 400,061 | 757,775 | 234,070 | 35,643 | 2,442,610 | | Kenny G. Rocker EVP Marketing & Sales | 2023 | 500,000 | 0 | 900,071 | 600,123 | 300,000 | 571,679 | 30,414 | 2,902,287 | | | 2022 | 470,833 | 0 | 900,185 | 600,116 | 335,500 | —(g) | 27,241 | 2,333,875 | | | 2021 | 448,000 | 0 | 840,085 | 560,037 | 836,450 | 324,803 | 30,901 | 3,040,276 | | Lance M. Fritz Former Chairman, President & CEO | 2023 | 925,403 | 0 | 7,200,161 | 4,800,113 | 960,000 | 1,500,939 | 165,960 | 15,552,576 | | | 2022 | 1,267,500 | 0 | 7,200,017 | 4,800,146 | 963,600 | —(g) | 94,809 | 14,326,072 | | | 2021 | 1,225,000 | 0 | 6,300,127 | 4,200,039 | 2,581,700 | 47,311 | 169,642 | 14,523,819 |

  70. Summary Compensation Table

    | (a) Amounts reported in the Stock Awards column reflect grant date fair values as calculated in accordance with FASB ASC Topic 718, including performance stock units which are valued based on target performance achieved. Refer to the Grants of Plan-Based Awards in Fiscal Year 2023 Table on page 66 for the separate grant date fair values of performance stock units granted in 2023. The grant date fair value is calculated on the number of performance stock units at target multiplied by the closing stock price on the date of grant. Dividend equivalents that accrue or are payable on earned performance stock units are reflected in the grant date fair value of such awards and, therefore, pursuant to SEC rules, are not separately reported in the Summary Compensation Table when actually paid to the NEOs. The maximum value of performance stock units for 2023 for Ms. Hamann is $3,120,029, for Ms. Whited is $2,100,300, for Mr. Gehringer is $2,700,212, for Mr. Rocker is $1,800,142, and for Mr. Fritz is $14,400,321. |

  71. Summary Compensation Table

    | (b) Amounts reported in the Option Awards column reflect grant date fair value as calculated in accordance with FASB ASC Topic 718. The following table shows the assumptions used to calculate the grant date fair value of Option Awards. |

  72. Summary Compensation Table

    | | February 9, 2023 | February 3, 2022 | February 4, 2021 | | Risk-free interest rate | 3.9% | 1.6% | 0.4% | | Dividend yield | 2.6% | 1.9% | 1.9% | | Expected life (years) | 4.5 | 4.4 | 4.6 | | Volatility | 29.3% | 28.7% | 28.3% | | Grant date fair value per option of options granted | $48.31 | $51.92 | $39.97 |

  73. Summary Compensation Table

    | (c) The amounts reported are the aggregate change in the actuarial present value of the accumulated benefit under the Company’s Pension Plan and Supplemental Pension Plan. The pension values fluctuate due to changes in the discount rate, discount period, and the value of the accrued annual pension benefit for each NEO. If the discount rate and discount period assumptions had not changed, the increase in the present value of the accrued annual pension benefit would have been $450,651 for Ms. Hamann, $412,401 for Ms. Whited, $206,415 for Mr. Gehringer, $273,044 for Mr. Rocker, and $491,720 for Mr. Fritz. These assumption changes have no impact on the actual pension benefits payable under the Company’s defined benefit pension plans. |

  74. Summary Compensation Table

    | (d) The following table provides a summary of the All Other Compensation column that includes all perquisites. |

  75. Grants of Plan-Based Awards in Fiscal Year 2023

    Grants of Plan-Based Awards in Fiscal Year 2023 The following table sets forth additional information concerning grants of plan-based awards to our NEOs in 2023.

  76. Grants of Plan-Based Awards in Fiscal Year 2023

    | NAME AND PRINCIPAL POSITION | GRANT DATE | AWARD TYPE | ESTIMATED FUTURE PAYOUTS UNDER NON-EQUITY INCENTIVE PLAN AWARDS | | | ESTIMATED FUTURE PAYOUTS UNDER EQUITY INCENTIVE PLAN AWARDS | | | ALL OTHER STOCK AWARDS: NUMBER OF SHARES OF STOCK OR UNITS | ALL OTHER OPTION AWARDS: NUMBER OF SECURITIES UNDERLYING OPTIONS | EXERCISE OR BASE PRICE OF OPTION AWARDS (a) | GRANT DATE FAIR VALUE OF STOCK AND OPTION AWARDS (b) | | | | | THRESHOLD | TARGET | MAXIMUM | THRESHOLD | TARGET | MAXIMUM | | | | | | V. James Vena Chief Executive Officer (c) | — | — | — | — | — | — | — | — | — | — | — | — | | Jennifer L. Hamann EVP & Chief Financial Officer | 2/9/2023 | Performance Stock Units | | | | 1,923 | 7,692 | 15,384 | | | | $1,560,015 | | | 2/9/2023 | Stock Options | | | | | | | | 21,531 | $202.81 | 1,040,107 | | | 2/9/2023 | Annual Incentive | $200,000 | $800,000 | $1,600,000 | | | | | | | | | Elizabeth F. Whited President | 2/9/2023 | Performance Stock Units | | | | 1,295 | 5,178 | 10,356 | | | | 1,050,150 | | | 2/9/2023 | Stock Options | | | | | | | | 14,493 | 202.81 | 700,119 | | | 2/9/2023 | Annual Incentive (d) | 213,542 | 854,167 | 1,708,334 | | | | | | | | | Eric J. Gehringer EVP Operations | 2/9/2023 | Performance Stock Units | | | | 1,664 | 6,657 | 13,314 | | | | 1,350,106 | | | 2/9/2023 | Stock Options | | | | | | | | 18,633 | 202.81 | 900,112 | | | 2/9/2023 | Annual Incentive | 187,500 | 750,000 | 1,500,000 | | | | | | | | | Kenny G. Rocker EVP Marketing & Sales | 2/9/2023 | Performance Stock Units | | | | 1,110 | 4,438 | 8,876 | | | | 900,071 | | | 2/9/2023 | Stock Options | | | | | | | | 12,423 | 202.81 | 600,123 | | | 2/9/2023 | Annual Incentive | 187,500 | 750,000 | 1,500,000 | | | | | | | | | Lance M. Fritz Former Chairman, President & CEO | 2/9/2023 | Performance Stock Units | | | | 8,876 | 35,502 | 71,004 | | | | 7,200,161 | | | 2/9/2023 | Stock Options | | | | | | | | 99,366 | $202.81 | 4,800,113 | | | 2/9/2023 | Annual Incentive | 600,000 | 2,400,000 | 4,800,000 | | | | | | | |

  77. Grants of Plan-Based Awards in Fiscal Year 2023

    | (a) The Exercise Price is the closing price of our common stock on February 9, 2023, the date of grant. |

  78. Grants of Plan-Based Awards in Fiscal Year 2023

    | (b) Amounts reported reflect grant date fair value as calculated in accordance with FASB ASC Topic 718. Performance Stock Units are valued based on target performance achieved. Refer to Footnote (b) to the Summary Compensation Table on page 64 for the assumptions made in calculating the grant date fair value of Stock Options. |

  79. Grants of Plan-Based Awards in Fiscal Year 2023

    | (c) Mr. Vena was elected Chief Executive Officer on August 14, 2023, and did not receive any equity awards in 2023. His annual incentive bonus is reported in the Bonus column of the Summary Compensation Table. |

  80. Grants of Plan-Based Awards in Fiscal Year 2023

    | (d) Ms. Whited received an annual incentive target of $750,000 on February 9,2023, which was increased to $1,000,000 on August 14, 2023, in connection with her election to President. |

  81. Outstanding Equity Awards at 2023 Fiscal Year-End

    Outstanding Equity Awards at 2023 Fiscal Year-End The following table sets forth additional information concerning Option Awards and Stock Awards held by the NEOs as of our most recent fiscal year-end, including awards granted during 2023 and described in the tables above.

  82. Outstanding Equity Awards at 2023 Fiscal Year-End

    | | OPTION AWARDS | | | | STOCK AWARDS | | | | | | | | | | EARNED PERFORMANCE STOCK UNITS AND RETENTION UNITS | | PERFORMANCE STOCK UNITS | | | NAME AND PRINCIPAL POSITION | NUMBER OF SECURITIES UNDERLYING UNEXERCISED OPTIONS (EXERCISABLE) | NUMBER OF SECURITIES UNDERLYING UNEXERCISED OPTIONS (UNEXERCISABLE) (a) | OPTION EXERCISE PRICE | OPTION EXPIRATION DATE | NUMBER OF SHARES OR UNITS OF STOCK HELD THAT HAVE NOT VESTED (a) | MARKET VALUE OF SHARES OR UNITS OF STOCK HELD THAT HAVE NOT VESTED (b) | EQUITY INCENTIVE PLAN AWARDS: NUMBER OF UNEARNED SHARES, UNITS, OR OTHER RIGHTS THAT HAVE NOT VESTED (a) | EQUITY INCENTIVE PLAN AWARDS: MARKET OR PAYOUT VALUE OF UNEARNED SHARES, UNITS, OR OTHER RIGHTS THAT HAVE NOT VESTED (b) | | V. James Vena (c) | — | — | — | — | — | — | — | — | | Jennifer L. Hamann EVP & Chief Financial Officer | 0 | 21,531 | $202.81 | 2/9/2033 | 7,396 | $1,816,606 | 13,831 | $3,397,170 | | | 6,421 | 12,842 | 244.35 | 2/3/2032 | | | | | | | 13,342 | 6,671 | 204.45 | 2/4/2031 | | | | | | | 19,881 | 0 | 186.11 | 2/6/2030 | | | | | | | 5,271 | 0 | 161.57 | 2/7/2029 | | | | | | | 7,743 | 0 | 124.86 | 2/8/2028 | | | | | | | 4,796 | 0 | 107.30 | 2/2/2027 | | | | | | Elizabeth F. Whited President | 0 | 14,493 | 202.81 | 2/9/2033 | 5,548 | 1,362,700 | 9,476 | 2,327,495 | | | 4,495 | 8,990 | 244.35 | 2/3/2032 | | | | | | | 10,008 | 5,004 | 204.45 | 2/4/2031 | | | | | | | 18,639 | 0 | 186.11 | 2/6/2030 | | | | | | | 15,000 | 0 | 161.57 | 2/7/2029 | | | | | | Eric J. Gehringer EVP Operations | 0 | 18,633 | 202.81 | 2/9/2033 | 3,698 | 908,303 | 10,341 | 2,539,956 | | | 3,853 | 7,706 | 244.35 | 2/3/2032 | | | | | | | 6,672 | 3,336 | 204.45 | 2/4/2031 | | | | | | | 5,592 | 0 | 186.11 | 2/6/2030 | | | | | | | 5,271 | 0 | 161.57 | 2/7/2029 | | | | | | Kenny G. Rocker EVP Marketing & Sales | 0 | 12,423 | 202.81 | 2/9/2033 | 5,177 | 1,271,575 | 8,122 | 1,994,926 | | | 3,853 | 7,706 | 244.35 | 2/3/2032 | | | | | | | 9,340 | 4,670 | 204.45 | 2/4/2031 | | | | | | | 15,531 | 0 | 186.11 | 2/6/2030 | | | | | | | 11,856 | 0 | 161.57 | 2/7/2029 | | | | | | Lance M. Fritz Former Chairman, President & CEO | 0 | 99,366 | 202.81 | 2/9/2033 | 38,827 | 9,536,688 | 64,968 | 15,957,440 | | | 30,819 | 61,638 | 244.35 | 2/3/2032 | | | | | | | 70,046 | 35,023 | 204.45 | 2/4/2031 | | | | | | | 130,458 | 0 | 186.11 | 2/6/2030 | | | | | | | 68,415 | 0 | 161.57 | 2/7/2029 | | | | |

  83. Outstanding Equity Awards at 2023 Fiscal Year-End

    | (a) The following table reflects the scheduled vesting dates for all unvested stock options as shown in the Number of Securities Underlying Unexercised Options (Unexercisable) column, unvested stock units as shown in the Number of Shares or Units of Stock Held That Have Not Vested column and unearned performance units as shown in the Equity Incentive Plan Awards: Number of Unearned Shares, Units, or Other Rights That Have Not Vested column in the above table. |

  84. Outstanding Equity Awards at 2023 Fiscal Year-End

    | NAME AND PRINCIPAL POSITION | NUMBER OF SECURITIES UNDERLYING UNEXERCISED AND UNVESTED OPTIONS (i) | OPTION VEST DATE | OPTION EXPIRATION DATE | NUMBER OF UNITS OF STOCK HELD THAT HAVE NOT VESTED (ii) | UNEARNED PERFORMANCE UNITS (iii) | UNIT VEST DATE | | V. James Vena Chief Executive Officer | — | — | — | — | — | — | | Jennifer L. Hamann EVP & Chief Financial Officer | 7,177 | 2/9/2026 | 2/9/2033 | | 7,692 | 2/9/2026 | | | 7,177 | 2/9/2025 | 2/9/2033 | | 6,139 | 2/3/2025 | | | 7,177 | 2/9/2024 | 2/9/2033 | 7,396 | 0 | 2/4/2024 | | | 6,421 | 2/3/2025 | 2/3/2032 | | | | | | 6,421 | 2/3/2024 | 2/3/2032 | | | | | | 6,671 | 2/4/2024 | 2/4/2031 | | | | | Elizabeth F. Whited President | 4,831 | 2/9/2026 | 2/9/2033 | | 5,178 | 2/9/2026 | | | 4,831 | 2/9/2025 | 2/9/2033 | | 4,298 | 2/3/2025 | | | 4,831 | 2/9/2024 | 2/9/2033 | 5,548 | 0 | 2/4/2024 | | | 4,495 | 2/3/2025 | 2/3/2032 | | | | | | 4,495 | 2/3/2024 | 2/3/2032 | | | | | | 5,004 | 2/4/2024 | 2/4/2031 | | | | | Eric J. Gehringer EVP Operations | 6,211 | 2/9/2026 | 2/9/2033 | | 6,657 | 2/9/2026 | | | 6,211 | 2/9/2025 | 2/9/2033 | | 3,684 | 2/3/2025 | | | 6,211 | 2/9/2024 | 2/9/2033 | 3,698 | 0 | 2/4/2024 | | | 3,853 | 2/3/2025 | 2/3/2032 | | | | | | 3,853 | 2/3/2024 | 2/3/2032 | | | | | | 3,336 | 2/4/2024 | 2/4/2031 | | | | | Kenny G. Rocker EVP Marketing & Sales | 4,141 | 2/9/2026 | 2/9/2033 | | 4,438 | 2/9/2026 | | | 4,141 | 2/9/2025 | 2/9/2033 | | 3,684 | 2/3/2025 | | | 4,141 | 2/9/2024 | 2/9/2033 | 5,177 | 0 | 2/4/2024 | | | 3,853 | 2/3/2025 | 2/3/2032 | | | | | | 3,853 | 2/3/2024 | 2/3/2032 | | | | | | 4,670 | 2/4/2024 | 2/4/2031 | | | | | Lance M. Fritz Former Chairman, President & CEO | 33,122 | 2/9/2026 | 2/9/2033 | | 35,502 | 2/9/2026 | | | 33,122 | 2/9/2025 | 2/9/2033 | | 29,466 | 2/3/2025 | | | 33,122 | 2/9/2024 | 2/9/2033 | 38,827 | 0 | 2/4/2024 | | | 30,819 | 2/3/2025 | 2/3/2032 | | | | | | 30,819 | 2/3/2024 | 2/3/2032 | | | | | | 35,023 | 2/4/2024 | 2/4/2031 | | | |

  85. Outstanding Equity Awards at 2023 Fiscal Year-End

    | (i) Reflects a stock option grant that vests one-third of the total each year for three years from the date of grant. |

  86. Outstanding Equity Awards at 2023 Fiscal Year-End

    | (ii) Reflects performance stock units granted on February 4, 2021, that were earned, but not yet vested and settled as of December 31, 2023. |

  87. Outstanding Equity Awards at 2023 Fiscal Year-End

    | (iii) | Reflects the target amount that may be earned for the performance stock units granted on February 3, 2022, and the target amount that may be earned for the performance stock units granted on February 9, 2023. These performance stock units are each subject to a three-year performance period ending December 31, 2024, and December 31, 2025, respectively. |

  88. Outstanding Equity Awards at 2023 Fiscal Year-End

    | (b) Reflects the closing price per share of the common stock on the last business day of the fiscal year multiplied by the number of shares. The closing price per share was $245.62 on December 29, 2023. |

  89. Outstanding Equity Awards at 2023 Fiscal Year-End

    | (c) Mr. Vena was elected Chief Executive Officer on August 14, 2023 and had not been granted any equity awards between the date of that appointment and December 31, 2023. |

  90. Option Exercises and Stock Vested in Fiscal Year 2023

    Option Exercises and Stock Vested in Fiscal Year 2023 The following table shows a summary of the stock options exercised by the NEOs and stock awards that vested during the year.

  91. Option Exercises and Stock Vested in Fiscal Year 2023

    | | OPTION AWARDS | | STOCK AWARDS | | | NAME AND PRINCIPAL POSITION | NUMBER OF SHARES ACQUIRED ON EXERCISE | VALUE REALIZED UPON EXERCISE (a) | NUMBER OF SHARES ACQUIRED ON VESTING | VALUE REALIZED UPON VESTING (a) | | V. James Vena Chief Executive Officer | 0 | $0 | 0 | $0 | | Jennifer L. Hamann EVP & Chief Financial Officer | 0 | 0 | 3,714 | 753,236 | | Elizabeth F. Whited President | 0 | 0 | 3,481 | 705,982 | | Eric J. Gehringer EVP Operations | 0 | 0 | 1,044 | 211,734 | | Kenny G. Rocker EVP Marketing & Sales | 4,180 | 481,270 | 2,901 | 588,352 | | Lance M. Fritz Former Chairman, President & CEO | 0 | 0 | 24,372 | 4,942,885 |

  92. Option Exercises and Stock Vested in Fiscal Year 2023

    | (a) Value Realized Upon Exercise is calculated based upon the difference between the market price of the Company’s common stock on the exercise date and the exercise price of the options. Value Realized Upon Vesting is calculated based upon the fair market value of the Company’s common stock on the vesting times the number of shares vested. |

  93. Pension Benefits at 2023 Fiscal Year-End

    Pension Benefits at 2023 Fiscal Year-End The table below sets forth the estimated present value of accumulated benefits payable under the Company’s defined benefit pension plans to the NEOs payable at the normal retirement age of 65 based on service and annual earnings (base salary and bonus, as described below) considered by the plans for the period through December 31, 2023. The present value was calculated as of December 31, 2023, based on the benefit at the normal retirement age of 65 paid in the form of a single life annuity. The present value factors used to determine the reported amounts are based on the sex distinct, white collar, Mercer Industry Longevity Experience Study Retiree Table for the Auto, Industrial Goods and Transportation industry group projected using Scale MP-2022 as of December 31, 2023, and the discount rate as disclosed in Note 5 in the Notes to the Consolidated Financial Statements in the Company’s Annual Report on Form 10-K for the year ended December 31, 2023. For purposes of reporting the change in pension value in the Summary Compensation Table, present value factors for the year ended December 31, 2022, were based on the sex distinct, white collar, Mercer Industry Longevity Experience Study Retiree Table for the Auto, Industrial Goods and Transportation industry group projected using Scale MP-2022 as of December 31, 2022, and the discount rate as disclosed in Note 5 in the Notes to the Consolidated Financial Statements in the Company’s Annual Report on Form 10-K for the year ended December 31, 2022. For both mortality tables, no pre-retirement decrements (i.e., death, disability) were assumed.

  94. Pension Benefits at 2023 Fiscal Year-End

    | NAME AND PRINCIPAL POSITION | PLAN NAME | NUMBER OF YEARS CREDITED SERVICE | PRESENT VALUE OF ACCUMULATED BENEFIT (a) | PAYMENTS DURING LAST FISCAL YEAR | | V. James Vena (b) Chief Executive Officer | — | — | — | — | | Jennifer L. Hamann EVP & Chief Financial Officer | Basic Plan | 32.0000 | $1,251,873 | $0 | | | Supplemental Plan | 32.0000 | 3,994,162 | 0 | | Elizabeth F. Whited President | Basic Plan | 36.0833 | 1,390,652 | 0 | | | Supplemental Plan | 36.0833 | 4,792,712 | 0 | | Eric J. Gehringer EVP Operations | Basic Plan | 18.0000 | 384,948 | 0 | | | Supplemental Plan | 18.0000 | 894,311 | 0 | | Kenny G. Rocker EVP Marketing & Sales | Basic Plan | 29.4167 | 880,559 | 0 | | | Supplemental Plan | 29.4167 | 2,380,022 | 0 | | Lance M. Fritz Former Chairman, President & CEO | Basic Plan | 23.5000 | 1,127,583 | 0 | | | Supplemental Plan | 23.5000 | 11,768,564 | 0 |

  95. Pension Benefits at 2023 Fiscal Year-End

    | (a) Present values for Ms. Hamann, Ms. Whited, and Mr. Fritz are based on the single life annuity payable at age 65 and include the present values of the joint life benefit (amount payable to the surviving spouse upon participant’s death). As of December 31, 2023, Mr. Gehringer and Mr. Rocker were not eligible for the surviving spouse benefit. We do not have a lump-sum payment option under our plans. |

  96. Pension Benefits at 2023 Fiscal Year-End

    | (b) Mr. Vena was elected after January 1, 2018, and like other employees hired after this date, receives a comprehensive thrift plan benefit instead of participation in the Company’s combined thrift plan and pension plan offering that was available to employees hired prior to January 1, 2018. |

  97. Pension Benefits at 2023 Fiscal Year-End

    Pensions for our NEOs are provided through the Pension Plan for Salaried Employees of Union Pacific Corporation and Affiliates (Basic Plan) and the Supplemental Pension Plan for Officers and Managers of Union Pacific Corporation and Affiliates (Supplemental Plan). The pension benefit formula for both the Basic Plan and the Supplemental Plan is (i) 1.667% of final average compensation times credited service (up to 30 years), plus (ii) 1% of final average compensation times credited service above 30 years (not to exceed 40 years) minus (iii) 1.5% of Social Security or Railroad Retirement benefit times credited service (not to exceed 40 years). The amount of the annual pension benefit from both Plans is based upon final average compensation for the 36 consecutive months of highest regular compensation (base salary and up to three annual bonus plan awards within the 36-month period) within the 120-month period immediately preceding retirement. Credited service includes the years and months of service as a non-agreement employee and may include certain periods of agreement service or service with an acquired company. Both the Basic Plan and the Supplemental Plan were amended effective January 1, 2018 to provide that an employee hired or rehired on or after January 1, 2018, or who otherwise was not accruing a benefit under the Basic Plan on December 31, 2017, is not eligible to participate in the Basic Plan or the Supplemental Plan. The Supplemental Plan is an unfunded non-contributory plan that, unlike the Basic Plan, provides for the grant of additional years of service and deemed age, for the inclusion of compensation in excess of IRS prescribed limits ($330,000 for 2023) and deferred annual bonuses in the calculation of final average compensation and for any benefit in excess of limitations provided for under Section 415(b) of the Code (for 2023, the lesser of 100% of the executive’s average compensation for his or her highest three years of service or $265,000). The Committee may grant additional years of service and deemed age credit to any participant as it determines appropriate. Under both the Basic Plan and the Supplemental Plan, an executive’s age and vesting service upon termination of employment with the Company determines whether the executive is eligible for a normal retirement, early retirement, postponed retirement, or a vested benefit. Vesting service generally includes all service while an employee is with the Company, whether or not the employment counts as credited service. Normal retirement is offered to employees who end their employment at age 65 and benefits are not reduced. Postponed retirement is when an employee continues employment past age 65 and benefits are not reduced. Early retirement is offered to employees who end their employment between ages 55 and 65 and have at least ten years of vesting service. The benefit is reduced if payments begin before age 65, to reflect the expectation that benefits will be paid over a longer period of time. A vested benefit is offered to employees who end their employment before age 65 with at least five years of vesting service but do not satisfy the requirements for early retirement. This benefit is available as early as age 55. The benefit is reduced if payments begin before age 65. However, those reductions will be greater than those applied if the employee was eligible for early retirement. As of December 31, 2023, Mr. Fritz, Ms. Hamann and Ms. Whited were eligible for early retirement under both Plans. Mr. Rocker and Mr. Gehringer were eligible to receive a vested benefit. Benefits from both Plans are normally paid as a single life annuity providing monthly benefits for the employee’s life. The employee may waive the single life annuity and elect to receive the benefit in a different optional form. With respect to the Supplemental Plan benefit, this election must occur at least six months before, and no later than, the calendar year immediately preceding the benefit start date. Subject to eligibility conditions, the available optional forms of benefit include: 25%, 50%, 75%, or 100% Joint and Survivor Annuity; 10-Year Certain and Continuous; or, for the Basic Plan benefit only, a Level Income option. All optional forms of benefit are actuarially equal in value to the single life annuity. The Plans do not offer a lump-sum payment as an optional form. No NEO received any payments under either Plan during 2023.

  98. Nonqualified Deferred Compensation at 2023 Fiscal Year-End

    Nonqualified Deferred Compensation at 2023 Fiscal Year-End The Company has two non-qualified deferred compensation plans: the Supplemental Thrift Plan, which permits an executive to defer amounts from base salary; and the Deferred Compensation Plan, which permits deferral of bonuses awarded under the Executive Incentive Plan and deferral of stock unit awards made under the 2004 Stock Incentive Plan, the 2013 Stock Incentive Plan and the 2021 Stock Incentive Plan (collectively, the Stock Incentive Plans). Amounts deferred under each of these arrangements represents unfunded, unsecured obligations of the Company. The table below shows NEO and Company allocations under these arrangements, earnings accrued on all amounts that the NEOs have deferred under the plans and the balances under each plan as of December 31, 2023. Executive incentive bonus deferrals and stock unit award deferrals under the Deferred Compensation Plan are shown separately.

  99. Nonqualified Deferred Compensation at 2023 Fiscal Year-End

    | NAME AND PRINCIPAL POSITION | PLAN NAME | EXECUTIVE CONTRIBUTIONS IN LAST FISCAL YEAR (a) | COMPANY CONTRIBUTIONS IN LAST FISCAL YEAR (b) | AGGREGATE EARNINGS/ (LOSS) IN LAST FISCAL YEAR (c) | AGGREGATE WITHDRAWALS/ DISTRIBUTIONS | AGGREGATE BALANCE AT LAST FISCAL YEAR END (d) (e) | | V. James Vena Chief Executive Officer | Supplemental Thrift | $0 | $0 | $0 | $0 | $0 | | | Executive Incentive Deferral | 0 | 0 | 0 | 0 | 0 | | | Deferral of Stock Unit Awards | 0 | 0 | 0 | 0 | 0 | | Jennifer L. Hamann EVP & Chief Financial Officer | Supplemental Thrift | 45,500 | 9,100 | 21,734 | 0 | 207,487 | | | Executive Incentive Deferral | 164,250 | 0 | 18,274 | 0 | 182,524 | | | Deferral of Stock Unit Awards | 0 | 0 | 0 | 0 | 0 | | Elizabeth F. Whited President | Supplemental Thrift | 62,871 | 9,431 | 29,198 | 0 | 272,345 | | | Executive Incentive Deferral | 0 | 0 | 46,846 | 0 | 390,822 | | | Deferral of Stock Unit Awards | 0 | 0 | 612,439 | 0 | 3,565,888 | | Eric J. Gehringer EVP Operations | Supplemental Thrift | 14,950 | 7,475 | 7,221 | 0 | 56,636 | | | Executive Incentive Deferral | 0 | 0 | 0 | 0 | 0 | | | Deferral of Stock Unit Awards | 0 | 0 | 0 | 0 | 0 | | Kenny G. Rocker EVP Marketing & Sales | Supplemental Thrift | 15,300 | 5,100 | 10,533 | 0 | 82,008 | | | Executive Incentive Deferral | 0 | 0 | 0 | 0 | 0 | | | Deferral of Stock Unit Awards | 0 | 0 | 13,489 | 0 | 85,964 | | Lance M. Fritz Former Chairman, President & CEO | Supplemental Thrift | 39,931 | 17,113 | 216,808 | 0 | 1,322,168 | | | Executive Incentive Deferral | 0 | 0 | 0 | 0 | 0 | | | Deferral of Stock Unit Awards | 0 | 0 | 2,132,572 | 0 | 12,690,462 |

  100. Nonqualified Deferred Compensation at 2023 Fiscal Year-End

    | (a) Executive Contributions in the Last Fiscal Year under the Supplemental Thrift Plan are amounts that are also reported in the Salary column in the Summary Compensation Table. |

  101. Nonqualified Deferred Compensation at 2023 Fiscal Year-End

    | (b) Company Contributions in the Last Fiscal Year were reported as All Other Compensation in the Summary Compensation Table for 2023. |

  102. Nonqualified Deferred Compensation at 2023 Fiscal Year-End

    | (c) Aggregate Earnings on deferred stock unit awards represent appreciation or loss in the value of Company common stock and dividend equivalents, which are deemed to be reinvested in Company common stock. |

  103. Nonqualified Deferred Compensation at 2023 Fiscal Year-End

    | (d) Amounts reported in Aggregate Balance at Last Fiscal Year End that were reported in the Salary column of the Summary Compensation Table for 2022 and 2021, but deferred under the Supplemental Thrift Plan are, Ms. Hamann, $43,000 and $39,375; Ms. Whited, $43,600 and $39,267; Mr. Gehringer, $9,750 and $7,500; Mr. Rocker, $14,925 and $14,220; and Mr. Fritz, $57,750 and $56,100, respectively. Amounts reported in Aggregate Balance at Last Fiscal Year End that were reported in the All Other Compensation column of the Summary Compensation Table for 2022 and 2021, representing Company contributions to the Supplemental Thrift Plan are, for Ms. Hamann, $8,600 and $7,675; Ms. Whited; $6,540 and $5,890; Mr. Gehringer; $4,875 and $3,750; Mr. Rocker, $4,975 and $4,740 and Mr. Fritz, $28,875 and $28,050, respectively. |

  104. Nonqualified Deferred Compensation at 2023 Fiscal Year-End

    | (e) The Aggregate Balance at Last Fiscal Year End for deferred stock unit awards represents 14,518 shares of Company common stock for Ms. Whited, 350 shares for Mr. Rocker, and 51,668 shares for Mr. Fritz. |

  105. Potential Payments Upon Separation from Service, Change-In-Control or Death or Disability

    Potential Payments Upon Separation from Service, Change-In-Control or Death or Disability The information below describes certain compensation that would have become payable by the Company under existing plans assuming a separation from service or change-in-control and separation from service occurred on December 31, 2023 (based upon the Company’s closing stock price on December 29, 2023, of $245.62), given the NEOs’ current compensation and service levels as of such date. The benefits discussed below are in addition to those generally available to all salaried employees, such as distributions under the qualified Pension Plan for Salaried Employees, health care benefits and disability benefits. In addition, these benefits do not take into account any arrangements that do not currently exist but may be offered by the Company in connection with an actual separation from service or a change-in-control or other factors that may vary from time to time. Due to the number of different factors that affect the nature and amount of any benefits provided in connection with these events, actual amounts payable to any of the NEOs should a separation from service or change-in-control occur during the year will likely differ, perhaps significantly, from the amounts reported below. Factors that could affect such amounts include the timing during the year of the triggering event, the Company’s stock price, the target amounts payable under annual and long-term incentive arrangements that are in place at the time of the event, and the executive’s age.

  106. Separation from Service

    Separation from Service In the event of the separation from service of any of the NEOs on December 31, 2023, for any reason, the executive would be entitled to the executive’s accumulated retirement benefits under the Basic and Supplemental Plans in the payment forms set forth in the Pension Benefits at 2023 Fiscal Year-End Table on page 70. Under both Plans, the executive must be at least age 55 and have 5 years of service (including deemed service under the Supplemental Plan) with the Company, or at least age 65 regardless of years of service, for benefits to be payable immediately. Assuming a termination date of December 31, 2023, Ms. Hamann, Ms. Whited and Mr. Fritz were eligible to begin Basic Plan benefits immediately at January 1, 2024 and are required to begin Supplemental Plan benefits as of that date, although the first six months’ benefit payments are delayed and would be paid (without interest) on July 1, 2024. The monthly amount payable as a single life annuity under the Supplemental Plan for Ms. Hamann was $25,297, for Ms. Whited was $30,653 and for Mr. Fritz was $78,897. Assuming a termination date of December 31, 2023, Mr. Gehringer would be eligible to begin his benefit on April 1, 2034. The monthly amount payable as a single life annuity under the Supplemental Plan for Mr. Gehringer would be $7,876. Assuming a termination date of December 31, 2023, Mr. Rocker would be eligible to begin his benefit on December 1, 2026. The monthly amount payable as a single life annuity under the Supplemental Plan for Mr. Rocker would be $14,410. Each of the NEOs would also be entitled to the amount shown in the Nonqualified Deferred Compensation at 2023 Fiscal Year-End Table on page 72. Notional returns continue to be credited and debited under these plans through the actual payment date, so amounts may differ at the time of an actual separation from service or change-in-control. For any unvested equity awards, the Compensation and Benefits Committee may, but is not required to, waive the related restriction period and/or employment requirements. As described in the Narrative Disclosure to the Summary Compensation Table and Grants of Plan-Based Awards Table on page 66, the 2023 equity awards provided for satisfaction of the continued employment requirement if an executive attains age 62 with 10 years of vesting service and remains employed until September 30th in the year of grant. Vesting service is determined by applying the Basic Plan's rules for determining vesting service, regardless of whether the executive was ever a participant in the Basic Plan.

  107. Pay Ratio Disclosure

    Pay Ratio Disclosure The median 2023 annual total compensation of all our employees as of December 31, 2023 was $137,770.* The 2023 annualized compensation of V. James Vena, our Chief Executive Officer (CEO), was $4,821,872. The resulting CEO pay ratio of these amounts was 35:1. The median employee is a conductor whose compensation is subject to a national collective bargaining agreement. We had two individuals in the role of CEO during 2023. We elected to use the compensation of Mr. Vena, the active CEO as of December 31, 2023, for purposes of determining the CEO pay ratio. Mr. Vena became CEO in August 2023. In determining Mr. Vena’s compensation, we adjusted the compensation reported in the Summary Compensation Table to reflect his compensation as if he were CEO for the full calendar year, by increasing his salary, annual incentive bonus award (which includes amounts in the Bonus and Non-Equity Incentive Plan Compensation columns), and All Other Compensation amounts as if he were CEO effective January 1, 2023. The base salary used was annualized at Mr. Vena’s full year rate of $1,250,000. The annual incentive award was adjusted to $3,375,000 (reflecting his full year annual incentive opportunity at a 150% payout). All Other Compensation was annualized except the amount of Mr. Vena’s relocation benefit. For purposes of calculating the CEO pay ratio, this resulted in total annual compensation of $4,821,872 for the CEO as opposed to the amount shown in the Summary Compensation Table of $2,017,348. For comparison purposes, if Mr. Fritz had continued to serve as our CEO for 2023, the CEO pay ratio would have been 113:1 based on Mr. Fritz’s annual total compensation of $15,552,576. In determining the median employee, we utilized reasonable estimates. We identified the median employee by examining the 2023 W-2 box 1 income (Taxable Income) for all individuals on December 31, 2023, other than our CEO. We included all employees, whether employed on a full-time, part-time or seasonal basis except that we excluded 28 of our non-U.S. employees, under the SEC’s de minimis exemption, since these employees represent less than 0.1% of our approximately 36,000 employees. Taxable Income for non-seasonal employees who were not employed for the full-year was annualized. The employees were then ranked based on Taxable Income and the median employee selected. After identifying the median employee based on Taxable Income, we calculated annual total compensation for such employee using the same methodology we use for our Named Executive Officers as set forth in the 2023 Summary Compensation Table on page 64. The SEC’s rules for identifying the median compensated employee and calculating the pay ratio based on that employee’s annual total compensation allow companies to adopt a variety of methodologies, to apply certain exclusions, and to make reasonable estimates and assumptions that reflect their employee populations and compensation practices. As a result, the pay ratio reported by other companies may not be comparable to the pay ratio reported above, as other companies have different employee populations and compensation practices and may utilize different methodologies, exclusions, estimates and assumptions in calculating their own pay ratios.

  108. Pay Ratio Disclosure

    | * The median annual compensation amount reported in the Company’s Form 10-K for the year ended December 31, 2023, was $108,244 and is calculated differently than the $137,770 amount noted above. The $137,770 includes amounts for pre-tax medical premiums, 401(k)/thrift plan contributions and employer cost of health coverage. The $137,770 also includes backpay amounts and a service recognition bonus paid in 2023 pursuant to collective bargaining agreements reached in December 2022. |

  109. Pay Ratio 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.

  110. Pay Ratio Disclosure

    | 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 | | | | | | | | | Company TSR | Peer Group TSR (b) | | | | 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 |

  111. Pay Ratio Disclosure

    | (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. |

  112. Pay Ratio Disclosure

    | (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. |

  113. Pay Ratio Disclosure

    | (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. |

  114. Pay Ratio Disclosure

    | (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. |

  115. Pay Ratio Disclosure

    PEO V. James Vena SCT Total to CAP Reconciliation:

  116. Pay Ratio Disclosure

    | 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 |

  117. Pay Ratio Disclosure

    PEO Lance M. Fritz SCT Total to CAP Reconciliation:

  118. Pay Ratio Disclosure

    | 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 |

  119. Pay Ratio Disclosure

    Average Non-PEO NEOs SCT Total to CAP Reconciliation:

  120. Pay Ratio Disclosure

    | 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 |

  121. Pay Ratio Disclosure

    | (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. |

  122. Pay Ratio Disclosure

    | (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. |

  123. Pay Ratio Disclosure

    PEO V. James Vena Equity Award Adjustments Reconciliation:

  124. Pay Ratio Disclosure

    | 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 | — | — | — | — | — |

  125. Pay Ratio Disclosure

    PEO Lance M. Fritz Equity Award Adjustments Reconciliation:

  126. Pay Ratio Disclosure

    | 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 |

  127. Pay Ratio Disclosure

    Average Non-PEO NEOs Equity Award Adjustments Reconciliation:

  128. Pay Ratio Disclosure

    | 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 |

  129. Pay Ratio Disclosure

    | (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. |

  130. Pay Ratio Disclosure

    | (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”). |