Christopher Williams
UNION PACIFICAbout Christopher J. Williams
Christopher J. Williams (age 67) is an independent director of Union Pacific Corporation, serving since 2019. He is Chairman of Siebert Williams Shank & Co., LLC, and previously founded and led Williams Capital; his background is in investment banking and financial services with prior roles at Jefferies and Lehman Brothers . He is currently a member of UNP’s Audit Committee and Finance Committee, and the Board identifies him as an “audit committee financial expert.” The Board reports overall 2024 attendance of 100% and confirms Williams’ independence under NYSE and UNP standards .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Siebert Williams Shank & Co., LLC | Chairman | 2019–present | Leads an investment banking and financial services firm; brings Wall Street and finance expertise to UNP |
| Williams Capital (The Williams Capital Group, L.P.; Williams Capital Management, LLC) | Founder, Chairman & CEO | 1994–2019 | Built and ran an independent investment bank; deep finance and risk oversight experience |
| Jefferies & Company; Lehman Brothers | Investment banking roles | Not disclosed | Frontline capital markets experience |
External Roles
| Company | Role | Status |
|---|---|---|
| Ameriprise Financial | Director | Current (since 2016) |
| The Clorox Company | Director | Current (since 2015) |
| Caesars Entertainment Corporation | Director | Former (2003–2019) |
Board Governance
- Committee assignments: Audit Committee and Finance Committee; Williams is designated an SEC “audit committee financial expert” and has NYSE-required financial management expertise .
- Independence: Affirmed independent; all Board committees are solely independent directors .
- Attendance and engagement: Board meeting attendance was 100% in 2024; no director fell below 75% across Board/committee meetings .
- Board structure and quality: Independent Chairman; executive sessions of independent directors at each Board and committee meeting; annual performance evaluations of Board/committees .
- Risk oversight: Audit Committee oversees financial reporting, controls, sustainability, climate, cybersecurity, compliance; Finance Committee oversees capital structure, liquidity, investor relations, pensions/investments; this aligns with Williams’ finance background .
Fixed Compensation
UNP’s 2024 director pay is retainer-based with mandatory equity deferral, no meeting fees; Williams is not a chair.
| Component (FY 2024) | Amount | Notes |
|---|---|---|
| Annual Retainer | $300,000 | $175,000 mandatory deferral into Stock Unit Account; remainder may be deferred or taken in cash |
| Audit Committee Member Retainer | $10,000 | Member fee (non-chair) |
| Committee Chair Retainer | $0 | Not a chair (Audit chair is Dillon; Finance chair is Hopkins) |
| Lead Director / Board Chair Retainer | $0 | Not applicable to Williams |
| Stock Awards | $0 | No annual stock grants to directors in 2024 |
| Other Compensation | $17,599 | Includes excess liability insurance ($2,805), charitable matching ($14,700) and Nebraska tax reimbursements as applicable |
| Total Compensation | $327,599 | Fees earned $310,000 plus other compensation $17,599 |
Performance Compensation
- Performance-linked director compensation: None disclosed; directors receive no PSUs/options as annual grants and no formulaic performance bonus; equity exposure arises from mandatory deferral into Stock Unit Accounts tracking UNP’s stock .
- Performance metric table: Not applicable for directors (UNP does not use revenue/ROIC/TSR metrics for director pay).
Other Directorships & Interlocks
| External Board | Potential Interlock/Conflict with UNP | Observation |
|---|---|---|
| Ameriprise Financial | Financial services; not a UNP customer/supplier in proxy | No interlock disclosed with UNP’s execs/committees; independence affirmed |
| The Clorox Company | Consumer products; UNP could be a carrier | No related-party transactions disclosed; standard related-party policy in place |
| Caesars Entertainment | Prior role | No current interlock; former role ended 2019 |
UNP reports “no Compensation and Talent Committee interlocks or insider participation in 2024,” reinforcing clean governance on pay-setting .
Expertise & Qualifications
- CEO experience (Williams Capital), economics/finance and Wall Street expertise; public company board experience (Ameriprise, Clorox; former Caesars), risk management and investor perspective .
- Audit Committee financial expertise designation; strengthens oversight of reporting, controls, sustainability and cyber .
Equity Ownership
| Metric | Value | Notes |
|---|---|---|
| Beneficially Owned Shares | 0 | As of March 14, 2025; less than 1% of shares outstanding |
| Stock Units (Director Account) | 5,108 | Cash-settled units; no voting rights; paid after service |
| Deferred Stock Unit Account (FY-end 2024) | 5,094 | Director Stock Unit Account balance at FY 2024 |
| Pledging/Hedging | Prohibited | Company policy forbids hedging/pledging by directors/officers |
Note: Director stock unit accounts track UNP stock price and reinvest dividends; they create alignment without voting rights, and are paid post-service per the plan .
Governance Assessment
-
Strengths:
- Independence and committee composition entirely independent; Williams adds strong capital markets discipline to Audit and Finance oversight .
- Audit committee “financial expert” designation; rigorous oversight of controls, compliance, sustainability and cyber .
- Board attendance/engagement high; 100% Board attendance in 2024; regular executive sessions .
- Alignment mechanisms: mandatory equity deferral into Stock Unit Accounts; hedging/pledging prohibitions; governance refresh .
-
Potential conflicts/monitoring points:
- Williams chairs an investment bank (Siebert Williams Shank). While no related-party transactions involving Williams are disclosed, monitor any underwriting/advisory roles SWS may have with UNP (covered by Related Party Policy and Committee review thresholds) .
- External boards (Ameriprise, Clorox) raise typical information flow questions; no interlocks or related-party transactions involving Williams reported in 2024 .
-
RED FLAGS: None disclosed for Williams. UNP reported related-party transactions in 2024 involving other executives’ family ties (Omaha Track; Rocker) but not Williams; these were approved under policy and managed without involvement of the executive family member .
-
Shareholder sentiment: Say‑on‑pay support ≈96% in 2024 signals investor confidence in compensation governance and Board oversight framework .
Overall: Williams’ finance/investment banking acumen and audit committee expertise enhance Board effectiveness on financial rigor and risk oversight. Mandatory equity deferral and strict anti-hedging/pledging policies support alignment; continue monitoring any potential engagements between UNP and entities affiliated with Williams under UNP’s Related Party Policy .