DEF 14A of Union Pacific Corp, Mar 25, 2025

DEF 14A of Union Pacific Corp

Filed Mar 25, 2025 · FY20240001140361-25-010237

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 and was last elected by shareholders at the 2024 Annual Meeting. 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

    | | DAVID B. DILLON | | | | | | | AGE: 74 | 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 | | | |

  3. Directors/Nominees

    | | SHERI H. EDISON | | | | | | | AGE: 68 | DIRECTOR SINCE: 2021 | INDEPENDENT Former Executive Vice President and General Counsel Amcor plc | | Compensation & Talent | | 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 | | | |

  4. Directors/Nominees

    | | TERESA M. FINLEY | | | | | | | AGE: 63 | DIRECTOR SINCE: 2022 | INDEPENDENT Former Chief Marketing and Business Services Officer United Parcel Service, Inc. Interim Chief Financial Officer TriMas Corporation | | Audit | | Finance | | EXPERIENCE | | SKILLS & QUALIFICATIONS | | | | | Interim Chief Financial Officer (2025 – present); TriMas Corporation, a diversified manufacturer of engineered products that serve a variety of industrial, commercial and consumer end markets worldwide 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 | | | |

  5. Directors/Nominees

    | | DEBORAH C. HOPKINS | | | | | | | AGE: 70 | DIRECTOR SINCE: 2017 | INDEPENDENT Former Chief Executive Officer Citi Ventures and Former Chief Innovation Officer Citi | | Compensation & Talent | | 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 | | | |

  6. Directors/Nominees

    | | JANE H. LUTE | | | | | | | AGE: 68 | DIRECTOR SINCE: 2016 | INDEPENDENT Strategic Director SICPA, North America | | Corporate Governance, Nominating & Sustainability | | Safety & Service Quality (Chair) | | EXPERIENCE | | SKILLS & QUALIFICATIONS | | | | | Strategic Director (2021 – present), President and Chief Executive Officer (2017 – 2021); SICPA, North America, a global provider of security inks Special Advisor to the Secretary – General (2016 – 2022); United Nations, an intergovernmental organization 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) | | | |

  7. Directors/Nominees

    | | MICHAEL R. MCCARTHY | | | | | | | AGE: 73 | DIRECTOR SINCE: 2008 | INDEPENDENT | CHAIRMAN Chairman McCarthy Group, LLC and 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 Chairman (2025 – present), Co- Chairman (2021 – 2024); 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 | | | |

  8. Directors/Nominees

    | | DOYLE R. SIMONS | | | | | | | AGE: 61 | DIRECTOR SINCE: 2023 | INDEPENDENT Former President and Chief Executive Officer Weyerhaeuser Company | | Compensation & Talent | | 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 | | | |

  9. Directors/Nominees

    | | JOHN K. TIEN, JR. | | | | | | | AGE: 61 | DIRECTOR SINCE: 2023 | INDEPENDENT Former Deputy Secretary U. S. Department of Homeland Security | | Audit | | Finance | | 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 OTHER PUBLIC DIRECTORSHIPS (within the last 5 years) CURRENT Science Applications International Corp. (since 2024) | | 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 Publicly Traded Company Experience – gained through serving on boards of public companies | | | |

  10. Directors/Nominees

    | | V. JAMES VENA | | | | AGE: 66 | 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 |

  11. Directors/Nominees

    | | JOHN P. WIEHOFF | | | | | | | AGE: 63 | 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 | | | |

  12. Directors/Nominees

    | | CHRISTOPHER J. WILLIAMS | | | | | | | AGE: 67 | 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 | | | |

  13. Director Nominee’s Qualifications and Experience

    Director Nominee’s Qualifications and Experience The Corporate Governance, Nominating and Sustainability Committee considered the character, experience, qualifications and skills of each director nominee when determining whether he or she should serve as a director of the Company. Consistent with the stated criteria for director nominees described on page 23 below and included in the Company’s Corporate Governance Guidelines and Policies, the Committee determined that each director nominee exhibits a high degree of integrity, has significant professional accomplishments, and has proven leadership experience. Each director nominee is or has been a leader in his or her respective field and brings diverse talents and perspectives to the Board. The Committee also considered the experience and qualifications that each director nominee brings to the Board outlined above in each director’s biographical information, as well as service on boards of other public companies. The Committee utilizes the following list of skills and qualifications identified in the table below that are particularly relevant to the Company when evaluating director nominees, both from an individual and collective standpoint. The fact that a particular skill or qualification is not designated does not mean the director nominee does not possess that particular attribute. Rather, the skills and qualifications noted below are those reviewed by the Corporate Governance, Nominating and Sustainability Committee and the Board in making nomination decisions and as part of the Board succession planning process. We believe the combination of the skills and qualifications shown below demonstrates how the Board is well-positioned to provide strategic oversight and guidance to management.

  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 2026 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 26, 2025 and ending at the close of business (5:00 pm, central time) on November 25, 2025, 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 2026 Annual Meeting should advise the Secretary of the Company in writing during the period beginning on January 8, 2026 and before the close of business (5:00 pm, central time) on February 7, 2026, 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 investor.unionpacific.com/governance/governance-overview.

  15. DIRECTOR COMPENSATION IN FISCAL YEAR 2024

    DIRECTOR COMPENSATION IN FISCAL YEAR 2024

  16. DIRECTOR COMPENSATION IN FISCAL YEAR 2024

    DIRECTOR COMPENSATION IN FISCAL YEAR 2024

  17. Non-Management Director Compensation in Fiscal Year 2024

    Non-Management Director Compensation in Fiscal Year 2024 The following table provides a summary of the compensation of our non-management directors for 2024.

  18. Non-Management Director Compensation in Fiscal Year 2024

    | NAME | FEES EARNED OR PAID IN CASH | STOCK AWARDS (a) | OPTION AWARDS | ALL OTHER COMPENSATION (b) | TOTAL COMPENSATION | | William J. DeLaney | 320,000 | 0 | 0 | 33,717 | 353,717 | | David B. Dillon | 335,000 | 0 | 0 | 29,519 | 364,519 | | Sheri H. Edison | 320,000 | 0 | 0 | 32,784 | 352,784 | | Teresa M. Finley | 310,000 | 0 | 0 | 32,157 | 342,157 | | Deborah C. Hopkins | 320,000 | 0 | 0 | 33,250 | 353,250 | | Jane H. Lute | 322,500 | 0 | 0 | 25,624 | 348,124 | | Michael R. McCarthy | 500,000 | 0 | 0 | 27,805 | 527,805 | | Doyle R. Simons | 300,000 | 0 | 0 | 4,363 | 304,363 | | John K. Tien, Jr. | 307,500 | 0 | 0 | 7,284 | 314,784 | | John P. Wiehoff | 310,000 | 0 | 0 | 7,447 | 317,447 | | Christopher J. Williams | 310,000 | 0 | 0 | 17,599 | 327,599 |

  19. Non-Management Director Compensation in Fiscal Year 2024

    | (a) The following table provides the outstanding equity awards at fiscal year-end held by all individuals who served as non-management directors in 2024. 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 2024

    | 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 (c) | 5,661 | | David B. Dillon | 0 | 4,000 | 12,308 | | Sheri H. Edison | 0 | 0 (c) | 2,421 | | Teresa M. Finley | 0 | 0 (c) | 2,309 | | Deborah C. Hopkins | 0 | 4,000 | 11,492 | | Jane H. Lute | 0 | 4,000 | 10,051 | | Michael R. McCarthy | 0 | 4,000 | 67,312 | | Doyle R. Simons | 0 | 0 (c) | 1,594 | | John K. Tien, Jr. | 0 | 0 (c) | 797 | | John P. Wiehoff | 0 | 0 (c) | 1,068 | | Christopher J. Williams | 0 | 0 (c) | 5,094 |

  21. Non-Management Director Compensation in Fiscal Year 2024

    | (b) Excess liability insurance premiums paid in 2024 for each non-management director were $2,805. 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, $25,000; Ms. Finley, $25,000; Ms. Hopkins, $25,000; Ms. Lute, $22,500; Mr. McCarthy, $25,000; and Mr. Williams, $14,700. 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 2024 for the applicable director’s service, and stock option exercises, if any, during the director’s service in 2023. 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 2024

    | (c) 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. |

  23. Non-Management Director Compensation in Fiscal Year 2024

    PROPOSAL NUMBER 2 − Ratification of Appointment of Deloitte & Touche LLP as Independent Registered Public Accounting Firm for the Year Ending December 31, 2025 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, 2025 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.

  24. Non-Management Director Compensation in Fiscal Year 2024

    | • | 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. |

  25. Non-Management Director Compensation in Fiscal Year 2024

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

  26. Non-Management Director Compensation in Fiscal Year 2024

    | • | 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. |

  27. Non-Management Director Compensation in Fiscal Year 2024

    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.

  28. CD&A ROADMAP

    | Fiscal Year 2024 Grants of Certain Equity Awards Close in Time to the Release of Material Nonpublic Information | 64 | | Outstanding Equity Awards at 2024 Fiscal Year-End | 65 | | Option Exercises and Stock Vested in Fiscal Year 2024 | 67 | | Pension Benefits at 2024 Fiscal Year-End | 67 | | Nonqualified Deferred Compensation at 2024 Fiscal Year-End | 69 | | Potential Payments Upon Separation from Service, Change-In-Control or Death or Disability | 72 | | Pay Ratio Disclosure | 75 | | Pay versus Performance Disclosure | 76 | | Security Ownership of Certain Beneficial Owners and Management | 80 | | Stock Ownership Requirements for Executives | 81 | | Hedging Our Common Stock Is Prohibited | 81 | | Insider Trading Arrangements and Policies | 81 | | Sales of Our Common Stock by Executive Officers and Directors Under Rule 10b5-1 Trading Plans | 81 |

  29. 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. |

  30. 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. |

  31. 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. |

  32. Executive Compensation Philosophy and the Compensation-Setting Process

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

  33. Executive Compensation Philosophy and the Compensation-Setting Process

    The Committee selected this Peer Group 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.

  34. Executive Compensation Philosophy and the Compensation-Setting Process

    | | PEER GROUP | | UNION PACIFIC | | | | MEDIAN | 75TH PERCENTILE | COMPANY DATA | PERCENTILE RANK | | Net Revenue | $28,114 | $59,705 | $24,119 | 33rd | | Operating Income | $5,558 | $6,991 | $9,134 | 84th | | Total Assets | $70,857 | $102,972 | $67,132 | 47th | | Market Capitalization | $71,872 | $122,488 | $129,706 | 78th | | Employees | 74,806 | 102,000 | 32,973 | 44th |

  35. Compensation Best Practices

    | WHAT WE DON’T DO | | No Repricing or Back-Dating of Stock Options Allowed | | | | No Individual Supplemental Executive Retirement Plans | | | | No Tax Gross-Up Payments Allowed for NEOs, including on Change-in-Control | | | | No Employment Agreements with any of our Executive Officers | | | | No Pledging or Hedging of Company Stock by NEOs | | | | No Annual Time-Vested RSU Grants to NEOs |

  36. Compensation Best Practices

    | | Jennifer L. Hamann Age: 57 | Tenure: 33 years Executive Vice President and Chief Financial Officer | | | | | | | Compensation Decisions for 2024 | | | | Increased base salary by 7.8% | | | | Annual incentive target remained unchanged | | | | February 2024 LTI target increased by $150,000 | | | | Increased Total Target Direct Compensation by 5.0% | | | | Ms. Hamann was elected Executive Vice President and Chief Financial Officer of the Company and the Railroad effective January 1, 2020. The Compensation and Talent Committee increased Ms. Hamann’s salary for 2024 to $690,000 effective March 1, 2024, and maintained her 2024 AIP bonus target at $800,000. Ms. Hamann received an annual incentive bonus for 2024 of $1,305,800 at 163% of target based on the formulaic bonus program under the Company’s 2024 AIP. The Committee increased Ms. Hamann’s long-term incentive target grant value to approximately $2,750,000, consisting of 60% PSUs and 40% stock options granted on February 8, 2024. Ms. Hamann’s 2022 grant of PSUs was earned at 90% of target. | | |

  37. Compensation Best Practices

    | | Elizabeth F. Whited Age: 59 | Tenure: 37 years President | | | | | | | Compensation Decisions for 2024 | | | | Increased base salary by 6.3% | | | | Annual incentive target remained unchanged | | | | 2024 Long-term incentive equity award of $4,000,000 | | | | Ms. Whited was elected President of the Company and the Railroad effective August 14, 2023. Ms. Whited has spent over thirty-five years at the Company holding leadership roles across multiple departments. Most recently, Ms. Whited has served as Executive Vice President-Sustainability and Strategy of the Company and the Railroad from February 2022 until August 2023. She previously served as Executive Vice President and Chief Human Resource Officer from August 2018 through February 2022 and was responsible for Union Pacific’s human resources and labor relations functions. In early 2024, the Compensation and Talent Committee increased Ms. Whited’s salary for 2024 to $850,000 effective March 1, 2024, and maintained her 2024 AIP bonus target at $1,000,000. Ms. Whited received an annual incentive bonus for 2024 of $1,632,250 at 163% of target based on the formulaic bonus program under the Company’s 2024 AIP. The Committee set Ms. Whited’s long-term incentive target value at approximately $4,000,000, consisting of 60% PSUs and 40% stock options granted on February 8, 2024. Ms. Whited’s 2022 grant of PSUs was earned at 90% of target. | | |

  38. Compensation Best Practices

    | | Eric J. Gehringer Age: 46 | Tenure: 19 years Executive Vice President, Operations | | | | | | | Compensation Decisions for 2024 | | | | Increased base salary by 10.0% | | | | Annual incentive target remained unchanged | | | | February 2024 LTI target increased by $250,000 | | | | Increased Total Target Direct Compensation by 8.6% | | | | Mr. Gehringer was elected Executive Vice President-Operations of the Company and the Railroad effective January 1, 2021. Mr. Gehringer previously served as Senior Vice President-Transportation from July 2020 to December 2020 and Vice President-Mechanical & Engineering from January 2020 to July 2020. The Compensation and Talent Committee increased Mr. Gehringer’s salary for 2024 to $660,000 effective March 1, 2024. Mr. Gehringer’s 2024 AIP bonus target remained unchanged at $750,000. Mr. Gehringer received an annual incentive bonus for 2024 of $1,224,188 at 163% of target based on the formulaic bonus program under the Company’s 2024 AIP. The Committee increased Mr. Gehringer’s long-term incentive target grant value to approximately $2,500,000, consisting of 60% PSUs and 40% stock options granted on February 8, 2024. Mr. Gehringer’s 2022 grant of PSUs was earned at 90% of target. | | |

  39. Compensation Best Practices

    | | Kenny G. Rocker Age: 53 | Tenure: 30 years Executive Vice President, Marketing and Sales | | | | | | | Compensation Decisions for 2024 | | | | Increased base salary by 9.9% | | | | Annual incentive target remained unchanged | | | | February 2024 LTI target increased by $500,000 | | | | Increased Total Target Direct Compensation by 20.0% | | | | Mr. Rocker has been Executive Vice President-Marketing and Sales of the Company and the Railroad since August 15, 2018. The Compensation and Talent Committee increased Mr. Rocker’s salary for 2024 to $555,000 effective March 1, 2024, and maintained his 2024 AIP bonus target at $750,000. Mr. Rocker received an annual incentive bonus for 2024 of $1,224,188 at 163% of target based on the formulaic bonus program under the Company’s 2024 AIP. The Committee increased Mr. Rocker’s long-term incentive target grant value to approximately $2,000,000, consisting of 60% PSUs and 40% stock options granted on February 8, 2024. Mr. Rocker’s 2022 grant of PSUs was earned at 90% of target. | | |

  40. 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 2024 and 2025, 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.

  41. Base Salary

    | (1) Mr. Gehringer’s 2024 salary was increased to reflect alignment with the Peer Group as well as his increased responsibilities as Executive Vice President – Operations. |

  42. Base Salary

    | (2) Mr. Rocker’s salary increases in both 2024 and 2025 were intended to better align with the Peer Group as Executive Vice President – Marketing & Sales. |

  43. 2024 Annual Incentive Plan

    2024 Annual Incentive Plan For 2024, seventy percent (70%) of the target annual incentive cash bonuses for the NEOs was based on the attainment of pre-established objective Company financial performance goals, ten percent (10%) on the attainment of pre-established safety goals consisting of the reportable personal injury rate (5%) and the reportable derailment rate (5%) and twenty percent (20%) was based on a shared set of non-formulaic Company goals in key areas such as service performance index for intermodal and manifest, net promoter score, volume growth above market, employee engagement and renewable fuel blend. 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 regardless of performance on the other measures. For performance that exceeded target levels, the annual incentive plan payout was capped at 200% of target. The Committee determined individual annual incentive bonus targets for each of the NEOs such that when added to their base salaries, the resulting Target Total Cash Compensation was generally in the median range of competitive market data. 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 2024.

  44. 2024 Target Total Cash Compensation

    | NAME | 2024 SALARY | 2024 TARGET BONUS | 2024 TARGET TOTAL CASH COMP | | V. James Vena | $1,350,000 | $2,450,000 | $3,800,000 | | Jennifer L. Hamann | 690,000 | 800,000 | 1,490,000 | | Elizabeth F. Whited | 850,000 | 1,000,000 | 1,850,000 | | Eric J. Gehringer | 660,000 | 750,000 | 1,410,000 | | Kenny G. Rocker | 555,000 | 750,000 | 1,305,000 |

  45. 2024 Target Total Cash Compensation

    Formulaic Component Annual incentive compensation supports the Committee’s pay-for-performance philosophy and further aligns individual performance with Company goals as set forth in the Company’s annual operating plan. For 2024, the Committee did not change Operating Income and Operating Ratio as the key financial metrics as they are key performance measures in the rail industry and focus our NEO’s performance on operating results. The table below shows the weighted average annual incentive payout for the NEOs given the Company’s 2024 year-end results relative to the Operating Income, Operating Ratio, Reportable Personal Injury Rate, and Reportable Derailment Rate targets approved in February 2024.

  46. Full Year 2024 Annual Incentive Plan Results

    Full Year 2024 Annual Incentive Plan Results

  47. Full Year 2024 Annual Incentive Plan Results

    | | | Threshold 25% Payout | Target 100% Payout | Maximum 200% Payout | 2024 Plan Results | Performance Achieved Weighted Average Payout | | Company Performance (Formulaic 80%) | Operating Income – 35% | $8,400 | $9,400 | $10,500 | $9,713 | 45% | | | Operating Ratio – 35% | 64.0% | 62.0% | 60.0% | 60.1%(1) | 68% | | | Reportable Personal Injury Rate – 5% | 1.17 | 1.11 | 1.05 | 0.90 | 10% | | | Reportable Derailment Rate – 5% | 2.72 | 2.58 | 2.45 | 2.17 | 10% | | Strategic Scorecard (Non-Formulaic 20%) | Strategic Scorecard – 20% | 25% | 100% | 200% | 150% | 30% |

  48. Full Year 2024 Annual Incentive Plan Results

    | (1) The 2024 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. |

  49. Full Year 2024 Annual Incentive Plan Results

    Non-Formulaic Component The non-formulaic component of the 2024 Annual Incentive Plan provides that twenty percent (20%) of the target annual incentive cash bonuses for the NEOs is based on a shared set of Company goals in key areas such as service performance index for intermodal and manifest, net promoter score, volume growth above market, employee engagement and renewable fuel blend. The Committee assessed the individual strategic scorecard items shown below without assigning a particular weighting to any one item.

  50. Full Year 2024 Annual Incentive Plan Results

    | 2024 Strategic Scorecard | | | Manifest Service Performance Index | Improved Year-Over-Year | | Intermodal Service Performance Index | Improved Year-Over-Year | | Net Promoter Score | Exceeded Goal | | Volume Growth Above Market | Exceeded Goal | | Employee Engagement | Met Goal | | Renewable Fuel Blend Percentage | Exceeded Goal |

  51. Full Year 2024 Annual Incentive Plan Results

    The Committee considered the following in its evaluation of the above strategic scorecard items:

  52. Full Year 2024 Annual Incentive Plan Results

    | • | The Service Performance Index (SPI) for both manifest and intermodal improved compared to 2023. Intermodal SPI improved 2 points in 2024 at the same time international volume unexpectedly surged, and Manifest SPI improved 4 points. |

  53. Full Year 2024 Annual Incentive Plan Results

    | • | Net promoter score improved year-over-year and exceeded the Company’s set goal. |

  54. Full Year 2024 Annual Incentive Plan Results

    | • | Volume growth above market included the Committee’s evaluation of multiple economic indicators compared to carload volume. |

  55. Full Year 2024 Annual Incentive Plan Results

    | • | The Company exceeded its participation goal in the employee engagement survey with an 86% participation rate and included the Committee’s evaluation of the Company’s employee engagement score which improved 5 points compared to 2023. The Company slightly missed its top talent and craft professional retention goals. |

  56. Full Year 2024 Annual Incentive Plan Results

    | • | The Company also exceeded its goal for renewable fuel blend percentage with a 5.2% biofuel blend. |

  57. Full Year 2024 Annual Incentive Plan Results

    Based on the Committee’s evaluation of the Company’s achievement of the strategic scorecard items, the Committee awarded this component at 150% of target for each of the NEOs. The table below reflects the aggregate actual performance incentive cash bonus reported for each of the NEOs for 2024.

  58. Full Year 2024 Annual Incentive Plan Results

    | | | ACTUAL | | | | | | | | NAME | 2024 TARGET BONUS | OPERATING INCOME 35% | OPERATING RATIO 35% | REPORTABLE PERSONAL INJURY RATE 5% | REPORTABLE DERAILMENT RATE 5% | STRATEGIC SCORECARD 20% | 2024 TOTAL ANNUAL INCENTIVE BONUS | 2024 OVERALL PAYOUT (AS A % OF TARGET) | | V. James Vena | $2,450,000 | $1,101,888 | $1,672,125 | $245,000 | $245,000 | $735,000 | $3,999,013 | 163% | | Jennifer L. Hamann | 800,000 | 359,800 | 546,000 | 80,000 | 80,000 | 240,000 | 1,305,800 | 163% | | Elizabeth F. Whited | 1,000,000 | 449,750 | 682,500 | 100,000 | 100,000 | 300,000 | 1,632,250 | 163% | | Eric J. Gehringer | 750,000 | 337,313 | 511,875 | 75,000 | 75,000 | 225,000 | 1,224,188 | 163% | | Kenny G. Rocker | 750,000 | 337,313 | 511,875 | 75,000 | 75,000 | 225,000 | 1,224,188 | 163% |

  59. Long-Term Equity Incentive Compensation

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

  60. 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. |

  61. 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 LTI 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 LTI 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 LTI awards granted by the Committee in February 2024 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 Ms. Hamman’s, Mr. Gehringer’s and Mr. Rocker’s target LTI award opportunities for 2024 to incentivize the continued growth of each in their respective roles and to better align their compensation with the competitive market rates. Ms. Whited’s 2024 target LTI award was established in August 2023 upon her promotion to President. Mr. Vena’s 2024 target LTI award was established in August 2023 when he was hired as Chief Executive Officer. The LTI awards for the NEOs and a description of the terms of these awards are set forth on pages 62 and 63 in the Grants of Plan-Based Awards in Fiscal Year 2024 Table and accompanying narrative discussion.

  62. Performance Stock Units

    Performance Stock Units In February 2022, February 2023 and February 2024, the Committee granted the NEOs performance stock units (PSUs), two-thirds (2/3) of which are payable based on the attainment and certification of average annual return on invested capital (ROIC) for a three-year performance period (Performance Period) and one-third (1/3) of which are payable based on the attainment and certification of our 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 2022, 2023 and 2024 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 2024 PSUs that may be earned by each NEO is set forth on page 62 in the Grants of Plan-Based Awards in Fiscal Year 2024 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 2024, the Committee recommended Board approval of our ROIC target at 15.5%. The Committee also considered returns commensurate with other Class I railroads and large-cap industrial companies.

  63. Performance Stock Units

    | PERFORMANCE PERIOD | PERFORMANCE CRITERIA | ROIC THRESHOLD | ROIC TARGET | ROIC MAXIMUM | | 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% | | 2024 – 2026 | 2/3 ROIC and 1/3 Relative OIG | 12.0% | 15.5% | 18.0% |

  64. 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. Payout will be linearly interpolated for performance between levels.

  65. Performance Stock Units

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

  66. Performance Stock Units

    For PSUs granted in 2022, 2023 and 2024, 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. Additionally, if the Company’s absolute annualized OIG for the Performance Period is below 2%, the payout on this component is capped at 100% of target. The Committee certified the ROIC results as shown in the graph below for performance years 2022-2024.

  67. 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, 2024. |

  68. Performance Stock Units

    In February 2025, the PSUs granted for the 2022-2024 performance period were settled at an overall payout of 90% of target. Three-year average ROIC was 16.2%, resulting in an 85% of target payout for two-thirds (2/3) of the award. Relative OIG was 65th percentile for the Performance Period, which would have resulted in payout of 130% of target for one-third (1/3) of the award, but because our absolute OIG was below 2%, this component was capped at 100% of target. The resulting weighted payout was 90% of target. PSUs earned under the 2022 grants for each of the NEOs are included as Earned Performance Stock Units in the Stock Awards column of the Outstanding Equity Awards at 2024 Fiscal Year-End Table on page 65. The table below summarizes how the PSUs granted in 2022 were earned, and how the performance stock units granted in 2023 and 2024 are tracking as of the end of 2024.

  69. Performance Stock Units

    | PERFORMANCE PERIOD | AVERAGE ROIC | RELATIVE OPERATING INCOME GROWTH (PERCENTILE RANK) | PERCENT OF TARGET ACHIEVED TO DATE | PERCENT OF TARGET EARNED | | 2022 – 2024 | 16.2% | 65th | 90% | 90% of the target number of stock units | | 2023 – 2025 | 15.7% | 52nd | N/A | No stock units earned until the end of the performance period | | 2024 – 2026 | 16.0% | 59th | N/A | No stock units earned until the end of the performance period |

  70. 2025 Compensation Decisions

    | NAME | Annual Base Salary Increase % | Target Annual Incentive | Target Long-Term Incentive | | V. James Vena | 11.1% | +50,000 | +3,000,000 | | Jennifer L. Hamann | 3.0% | No change | +$250,000 | | Elizabeth F. Whited | — | No change | No change | | Eric J. Gehringer | 6.1% | No change | +$250,000 | | Kenny G. Rocker | 9.9% | No change | +$250,000 |

  71. 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 72 through 73.

  72. 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 (defined as any compensation granted, earned, or vested based in whole or part on the Company’s attainment of a financial reporting measure) or other incentive compensation (covering 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 Talent 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.

  73. 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 2024, 2023 and 2022.

  74. 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 | 2024 | $1,333,333 | $0 | $7,200,104 | $4,800,092 | $3,999,013 | $0(f) | $312,221 | $17,644,763 | | | 2023 | 477,151 | 1,406,250(e) | 0 | 0 | 0 | 0(f) | 133,947 | 2,017,348 | | Jennifer L. Hamann EVP & Chief Financial Officer | 2024 | 681,667 | 0 | 1,650,174 | 1,100,075 | 1,305,800 | —(g) | 34,712 | 4,772,428 | | | 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 | | Elizabeth F. Whited President | 2024 | 841,667 | 0 | 2,400,118 | 1,600,092 | 1,632,250 | —(g) | 36,061 | 6,510,188 | | | 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 | | Eric J. Gehringer EVP Operations | 2024 | 650,000 | 0 | 1,500,136 | 1,000,035 | 1,224,188 | 28,950 | 38,105 | 4,441,414 | | | 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 | | Kenny G. Rocker EVP Marketing & Sales | 2024 | 546,667 | 0 | 1,200,059 | 800,139 | 1,224,188 | —(g) | 23,678 | 3,794,731 | | | 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 |

  75. 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 2024 Table on page 62 for the separate grant date fair values of performance stock units granted in 2024. 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 2024 for Mr. Vena is $14,400,208, for Ms. Hamann is $3,300,348, for Ms. Whited is $4,800,236, for Mr. Gehringer is $3,000,272, and for Mr. Rocker is $2,400,118. |

  76. 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. |

  77. Summary Compensation Table

    | | February 8, 2024 | February 9, 2023 | February 3, 2022 | | Risk-free interest rate | 4.2% | 3.9% | 1.6% | | Dividend yield | 2.1% | 2.6% | 1.9% | | Expected life (years) | 4.4 | 4.5 | 4.4 | | Volatility | 28.7% | 29.3% | 28.7% | | Grant date fair value per option of options granted | $61.75 | $48.31 | $51.92 |

  78. 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 $109,939 for Ms. Hamann, $284,926 for Ms. Whited, $200,463 for Mr. Gehringer, and $67,513 for Mr. Rocker. These assumption changes have no impact on the actual pension benefits payable under the Company’s defined benefit pension plans. |

  79. Summary Compensation Table

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

  80. Grants of Plan-Based Awards in Fiscal Year 2024

    Grants of Plan-Based Awards in Fiscal Year 2024 The following table sets forth additional information concerning grants of plan-based awards to our NEOs in 2024.

  81. Grants of Plan-Based Awards in Fiscal Year 2024

    | 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 | 2/8/2024 | Performance Stock Units | | | | 7,234 | 28,937 | 57,874 | | | | $7,200,104 | | | 2/8/2024 | Stock Options | | | | | | | | 77,730 | $248.82 | 4,800,092 | | | | Annual Incentive | $612,500 | $2,450,000 | $4,900,000 | | | | | | | | | Jennifer L. Hamann EVP & Chief Financial Officer | 2/8/2024 | Performance Stock Units | | | | 1,658 | 6,632 | 13,264 | | | | 1,650,174 | | | 2/8/2024 | Stock Options | | | | | | | | 17,814 | 248.82 | 1,100,075 | | | | Annual Incentive | 200,000 | 800,000 | 1,600,000 | | | | | | | | | Elizabeth F. Whited President | 2/8/2024 | Performance Stock Units | | | | 2,412 | 9,646 | 19,292 | | | | 2,400,118 | | | 2/8/2024 | Stock Options | | | | | | | | 25,911 | 248.82 | 1,600,092 | | | | Annual Incentive | 250,000 | 1,000,000 | 2,000,000 | | | | | | | | | Eric J. Gehringer EVP Operations | 2/8/2024 | Performance Stock Units | | | | 1,507 | 6,029 | 12,058 | | | | 1,500,136 | | | 2/8/2024 | Stock Options | | | | | | | | 16,194 | 248.82 | 1,000,035 | | | | Annual Incentive | 187,500 | 750,000 | 1,500,000 | | | | | | | | | Kenny G. Rocker EVP Marketing & Sales | 2/8/2024 | Performance Stock Units | | | | 1,206 | 4,823 | 9,646 | | | | 1,200,059 | | | 2/8/2024 | Stock Options | | | | | | | | 12,957 | 248.82 | 800,139 | | | | Annual Incentive | 187,500 | 750,000 | 1,500,000 | | | | | | | |

  82. Grants of Plan-Based Awards in Fiscal Year 2024

    | (a) The Exercise Price is the closing price of our common stock on February 8, 2024, the date of grant. |

  83. Grants of Plan-Based Awards in Fiscal Year 2024

    | (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 60 for the assumptions made in calculating the grant date fair value of Stock Options. |

  84. Outstanding Equity Awards at 2024 Fiscal Year-End

    Outstanding Equity Awards at 2024 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 2024 and described in the tables above.

  85. Outstanding Equity Awards at 2024 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 Chief Executive Officer | 0 | 77,730 | $248.82 | 2/8/2034 | — | — | 28,937 | $6,598,793 | | Jennifer L. Hamann EVP & Chief Financial Officer | — | 17,814 | 248.82 | 2/8/2034 | 5,525 | $1,259,921 | 14,324 | 3,326,445 | | | 7,177 | 14,354 | 202.81 | 2/9/2033 | | | | | | | 12,842 | 6,421 | 244.35 | 2/3/2032 | | | | | | | 20,013 | — | 204.45 | 2/4/2031 | | | | | | | 19,881 | — | 186.11 | 2/6/2030 | | | | | | | 5,271 | — | 161.57 | 2/7/2029 | | | | | | | 7,743 | — | 124.86 | 2/8/2028 | | | | | | Elizabeth F. Whited President | 0 | 25,911 | 248.82 | 2/8/2034 | 3,868 | 882,059 | 14,824 | 3,380,465 | | | 4,831 | 9,662 | 202.81 | 2/9/2033 | | | | | | | 8,990 | 4,495 | 244.35 | 2/3/2032 | | | | | | | 15,012 | 0 | 204.45 | 2/4/2031 | | | | | | | 18,639 | 0 | 186.11 | 2/6/2030 | | | | | | | 7,500 | 0 | 161.57 | 2/7/2029 | | | | | | Eric J. Gehringer EVP Operations | 0 | 16,194 | 248.82 | 2/8/2034 | 3,316 | 756,181 | 12,686 | 2,892,915 | | | 6,211 | 12,422 | 202.81 | 2/9/2033 | | | | | | | 7,706 | 3,853 | 244.35 | 2/3/2032 | | | | | | | 10,008 | 0 | 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 | 12,957 | 248.82 | 2/8/2034 | 3,316 | 756,181 | 9,261 | 2,111,878 | | | 4,141 | 8,282 | 202.81 | 2/9/2033 | | | | | | | 7,706 | 3,853 | 244.35 | 2/3/2032 | | | | | | | 14,010 | 0 | 204.45 | 2/4/2031 | | | | | | | 15,531 | 0 | 186.11 | 2/6/2030 | | | | | | | 11,856 | 0 | 161.57 | 2/7/2029 | | | | |

  86. Outstanding Equity Awards at 2024 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. |

  87. Outstanding Equity Awards at 2024 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 | 25,910 | 2/8/2027 | 2/8/2034 | | 28,937 | 2/8/2027 | | | 25,910 | 2/8/2026 | 2/8/2034 | | | | | | 25,910 | 2/8/2025 | 2/8/2034 | | | | | Jennifer L. Hamann EVP & Chief Financial Officer | 5,938 | 2/8/2027 | 2/8/2034 | | 6,632 | 2/8/2027 | | | 5,938 | 2/8/2026 | 2/8/2034 | | 7,692 | 2/9/2026 | | | 5,938 | 2/8/2025 | 2/8/2034 | 5,525 | 0 | 2/3/2025 | | | 7,177 | 2/9/2026 | 2/9/2033 | | | | | | 7,177 | 2/9/2025 | 2/9/2033 | | | | | | 6,421 | 2/3/2025 | 2/3/2032 | | | | | Elizabeth F. Whited President | 8,637 | 2/8/2027 | 2/8/2034 | | 9,646 | 2/8/2027 | | | 8,637 | 2/8/2026 | 2/8/2034 | | 5,178 | 2/9/2026 | | | 8,637 | 2/8/2025 | 2/8/2034 | 3,868 | 0 | 2/3/2025 | | | 4,831 | 2/9/2026 | 2/9/2033 | | | | | | 4,831 | 2/9/2025 | 2/9/2033 | | | | | | 4,495 | 2/3/2025 | 2/3/2032 | | | | | Eric J. Gehringer EVP Operations | 5,398 | 2/8/2027 | 2/8/2034 | | 6,029 | 2/8/2027 | | | 5,398 | 2/8/2026 | 2/8/2034 | | 6,657 | 2/9/2026 | | | 5,398 | 2/8/2025 | 2/8/2034 | 3,316 | 0 | 2/3/2025 | | | 6,211 | 2/9/2026 | 2/9/2033 | | | | | | 6,211 | 2/9/2025 | 2/9/2033 | | | | | | 3,853 | 2/3/2025 | 2/3/2032 | | | | | Kenny G. Rocker EVP Marketing & Sales | 4,319 | 2/8/2027 | 2/8/2034 | | 4,823 | 2/8/2027 | | | 4,319 | 2/8/2026 | 2/8/2034 | | 4,438 | 2/9/2026 | | | 4,319 | 2/8/2025 | 2/8/2034 | 3,316 | 0 | 2/3/2025 | | | 4,141 | 2/9/2026 | 2/9/2033 | | | | | | 4,141 | 2/9/2025 | 2/9/2033 | | | | | | 3,853 | 2/3/2025 | 2/3/2032 | | | |

  88. Outstanding Equity Awards at 2024 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. |

  89. Outstanding Equity Awards at 2024 Fiscal Year-End

    | (ii) Reflects performance stock units granted on February 3, 2022, that were earned, but not yet vested and settled as of December 31, 2024. |

  90. Outstanding Equity Awards at 2024 Fiscal Year-End

    | (iii) | Reflects the target amount that may be earned for the performance stock units granted on February 9, 2023, and the target amount that may be earned for the performance stock units granted on February 8, 2024. These performance stock units are each subject to a three-year performance period ending December 31, 2025, and December 31, 2026, respectively. |

  91. Outstanding Equity Awards at 2024 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 $228.04 on December 31, 2024. |

  92. Option Exercises and Stock Vested in Fiscal Year 2024

    Option Exercises and Stock Vested in Fiscal Year 2024 The following table shows a summary of the stock options exercised by the NEOs and stock awards that vested during the year.

  93. Option Exercises and Stock Vested in Fiscal Year 2024

    | | 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 | 4,796 | 717,530 | 7,396 | 1,840,273 | | Elizabeth F. Whited President | 7,500 | 649,575 | 5,547 | 1,380,205 | | Eric J. Gehringer EVP Operations | 0 | 0 | 3,698 | 920,136 | | Kenny G. Rocker EVP Marketing & Sales | 0 | 0 | 5,177 | 1,288,141 |

  94. Option Exercises and Stock Vested in Fiscal Year 2024

    | (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. |

  95. Pension Benefits at 2024 Fiscal Year-End

    Pension Benefits at 2024 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, 2024. The present value was calculated as of December 31, 2024, 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-2023 as of December 31, 2024, 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, 2024. For purposes of reporting the change in pension value in the Summary Compensation Table, present value factors for the year ended December 31, 2023, 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-2023 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, 2024. For both mortality tables, no pre-retirement decrements (i.e., death, disability) were assumed.

  96. Pension Benefits at 2024 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 | 33.0000 | $1,282,707 | $0 | | | Supplemental Plan | 33.0000 | 3,779,402 | 0 | | Elizabeth F. Whited President | Basic Plan | 37.0833 | 1,442,133 | 0 | | | Supplemental Plan | 37.0833 | 4,736,026 | 0 | | Eric J. Gehringer EVP Operations | Basic Plan | 19.0000 | 381,722 | 0 | | | Supplemental Plan | 19.0000 | 926,486 | 0 | | Kenny G. Rocker EVP Marketing & Sales | Basic Plan | 30.4167 | 863,680 | 0 | | | Supplemental Plan | 30.4167 | 2,201,322 | 0 |

  97. Pension Benefits at 2024 Fiscal Year-End

    | (a) Present values for Ms. Hamann and Ms. Whited 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, 2024, 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. |

  98. Pension Benefits at 2024 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. |

  99. Pension Benefits at 2024 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 ($345,000 for 2024) 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 2024, the lesser of 100% of the executive’s average compensation for his or her highest three years of service or $275,000). 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, 2024, 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 2024.

  100. Nonqualified Deferred Compensation at 2024 Fiscal Year-End

    Nonqualified Deferred Compensation at 2024 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, 2024. Executive incentive bonus deferrals and stock unit award deferrals under the Deferred Compensation Plan are shown separately.

  101. Nonqualified Deferred Compensation at 2024 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 | $59,300 | $88,950 | ($4,319) | $0 | $143,931 | | | 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 | 50,500 | 10,100 | 12,918 | 0 | 281,005 | | | Executive Incentive Deferral | 0 | 0 | 3,368 | 0 | 185,892 | | | Deferral of Stock Unit Awards | 0 | 0 | 0 | 0 | 0 | | Elizabeth F. Whited President | Supplemental Thrift | 99,333 | 14,900 | 23,465 | 0 | 410,044 | | | Executive Incentive Deferral | 0 | 0 | 34,347 | 0 | 425,169 | | | Deferral of Stock Unit Awards | 0 | 0 | (200,716) | 0 | 3,365,172 | | Eric J. Gehringer EVP Operations | Supplemental Thrift | 18,300 | 9,150 | 7,644 | 0 | 91,729 | | | Executive Incentive Deferral | 0 | 0 | 0 | 0 | 0 | | | Deferral of Stock Unit Awards | 920,136 | 0 | (57,788) | 0 | 862,348 | | Kenny G. Rocker EVP Marketing & Sales | Supplemental Thrift | 0 | 0 | 8,155 | 0 | 90,162 | | | Executive Incentive Deferral | 0 | 0 | 0 | 0 | 0 | | | Deferral of Stock Unit Awards | 0 | 0 | (6,152) | 0 | 79,811 |

  102. Nonqualified Deferred Compensation at 2024 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. |

  103. Nonqualified Deferred Compensation at 2024 Fiscal Year-End

    | (b) Company Contributions in the Last Fiscal Year were reported as All Other Compensation in the Summary Compensation Table for 2024. |

  104. Nonqualified Deferred Compensation at 2024 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. |

  105. Nonqualified Deferred Compensation at 2024 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 2023 and 2022, but deferred under the Supplemental Thrift Plan are, Ms. Hamann, $45,500 and $43,000; Ms. Whited, $62,871 and $43,600; Mr. Gehringer, $14,950 and $9,750; and Mr. Rocker, $15,300 and $14,925, 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 2023 and 2022, representing Company contributions to the Supplemental Thrift Plan are, for Ms. Hamann, $9,100 and $8,600; Ms. Whited; $9,431 and $6,540; Mr. Gehringer; $7,475 and $4,875; and Mr. Rocker, $7,475 and $4,875, respectively. |

  106. Nonqualified Deferred Compensation at 2024 Fiscal Year-End

    | (e) The Aggregate Balance at Last Fiscal Year End for deferred stock unit awards represents 14,756 shares of Company common stock for Ms. Whited, 3,781 shares of Company common stock for Mr. Gehringer, and 350 shares of Company common stock for Mr. Rocker. |

  107. 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, 2024 (based upon the Company’s closing stock price on December 31, 2024, of $228.04), 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.

  108. Separation from Service

    Separation from Service In the event of the separation from service of any of the NEOs on December 31, 2024, 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 2024 Fiscal Year-End Table on page 67. 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, 2024, Ms. Hamann and Ms. Whited were eligible to begin Basic Plan benefits immediately at January 1, 2025 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, 2025. The monthly amount payable as a single life annuity under the Supplemental Plan for Ms. Hamann was $27,180 and for Ms. Whited was $33,770. Assuming a termination date of December 31, 2024, 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 $9,229. Assuming a termination date of December 31, 2024, 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 $14,472. Each of the NEOs would also be entitled to the amount shown in the Nonqualified Deferred Compensation at 2024 Fiscal Year-End Table on page 69. 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 Talent 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 63, the 2024 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. In addition, Mr. Vena’s equity awards will continue to vest in full, and his vested options will remain exercisable for five years from the date of retirement, if he has served at least two years from the date he commenced service as CEO, gives at least 180 days’ notice of his retirement and assists in the transition of his role to his successor.

  109. Pay Ratio Disclosure

    Pay Ratio Disclosure The median 2024 annual total compensation of all our employees as of December 31, 2024 was $134,862.* The 2024 annualized compensation of V. James Vena, our Chief Executive Officer (CEO), was $17,644,763. The resulting CEO pay ratio of these amounts was 131:1. The median employee is a signal foreman whose compensation is subject to a national collective bargaining agreement. In determining the median employee, we utilized reasonable estimates. We identified the median employee by examining the 2024 W-2 box 1 income (Taxable Income) for all individuals on December 31, 2024, other than our CEO. We included all employees, whether employed on a full-time, part-time or seasonal basis except that we excluded 27 of our non-U.S. employees, under the SEC’s de minimis exemption, since these employees represent less than 0.1% of our approximately 34,100 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 2024 Summary Compensation Table on page 60. 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.

  110. Pay Ratio Disclosure

    | * The median annual compensation amount reported in the Company’s Form 10-K for the year ended December 31, 2024, was $103,190 and is calculated differently than the $134,862 amount noted above. The $134,862 includes amounts for pre-tax medical premiums, 401(k)/thrift plan contributions and employer cost of health coverage. |

  111. 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 2024, 2023, 2022, 2021 and 2020.

  112. 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) | | | | 2024 | $17,644,763 | $12,782,098 | — | — | $4,879,690 | $3,865,271 | $141 | $156 | $6,747 | $9,713 | | 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 |

  113. 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 2024, 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. |

  114. 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, 2024. |

  115. 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. |

  116. 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. |

  117. Pay Ratio Disclosure

    PEO V. James Vena 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 | | 2024 | $17,644,763 | ($12,000,196) | $7,137,531 | — | — | $12,782,098 | | 2023 | 2,017,348 | — | — | — | — | 2,017,348 |

  119. Pay Ratio Disclosure

    PEO Lance M. Fritz SCT Total to CAP Reconciliation:

  120. 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 | — | 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 |

  121. Pay Ratio Disclosure

    Average Non-PEO NEOs SCT Total to CAP Reconciliation:

  122. 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 | | 2024 | $4,879,690 | ($2,812,707) | $1,639,815 | ($7,237) | $165,710 | $3,865,271 | | 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 | — | 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 |

  123. 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. |

  124. 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 |

  125. Pay Ratio Disclosure

    PEO V. James Vena 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 | Total Equity Award Adjustments | | 2024 | $7,137,531 | — | — | — | $7,137,531 | | 2023 | — | — | — | — | — |

  127. Pay Ratio Disclosure

    PEO Lance M. Fritz 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 | 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 |

  129. Pay Ratio Disclosure

    Average Non-PEO NEOs Equity Award Adjustments Reconciliation:

  130. 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 | | 2024 | $1,672,955 | — | $12,414 | ($45,554) | $1,639,815 | | 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 |

  131. 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. |

  132. 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”). |