Deborah Hopkins
UNION PACIFICAbout Deborah C. Hopkins
Independent director of Union Pacific Corporation since 2017; age 70. Former CEO of Citi Ventures and Chief Innovation Officer at Citi, with prior CFO roles at Lucent and Boeing and senior finance/operations roles at GM and Unisys. At UNP, she chairs the Finance Committee and serves on the Compensation & Talent Committee, bringing deep finance, technology/innovation, and risk oversight expertise to the board .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Citigroup, Inc. | CEO, Citi Ventures; Chief Innovation Officer; Chief Ops & Tech Officer; Senior Advisor/Head of Corporate Strategy | 2003–2016 (various) | Led innovation and strategy; technology and operations leadership |
| Lucent Technologies | Chief Financial Officer | 2000–2001 | Public company CFO experience |
| The Boeing Company | Chief Financial Officer | 1998–2000 | Public company CFO experience |
| General Motors Company | VP Finance, Europe; General Auditor | 1995–1998 | Global finance and audit leadership |
| Unisys Corporation | Corporate Controller | 1982–1995 | Corporate finance and controls |
External Roles
| Company | Role | Tenure |
|---|---|---|
| Marsh & McLennan Companies | Director | Since 2017 |
| Bridge Investment Group Holdings Inc. | Director | Since 2021 |
| Compass Digital Acquisition Corp. | Director (former) | 2021–2023 |
| Virtusa Corporation | Director (former) | 2018–2021 |
| Qlik Technologies Inc. | Director (former) | 2011–2016 |
- Interlock to monitor: UNP director Jane Lute also serves on Marsh & McLennan’s board (since 2020), creating an external board overlap with Hopkins at MMC .
Board Governance
| Topic | Detail |
|---|---|
| Independence | Board determined Hopkins is independent under NYSE and UNP standards; all committees composed solely of independent directors . |
| UNP Committees | Finance Committee (Chair); Compensation & Talent Committee (member) . |
| 2024 Meeting cadence | Board met 6 times; Finance Committee met 5 times; Compensation & Talent Committee met 6 times . |
| Attendance | Governance highlights report 100% Board meeting attendance for 2024; no director attended fewer than 75% of aggregate Board/committee meetings . |
| Executive sessions | Independent directors hold executive sessions at each Board and Committee meeting . |
| Committee chair transition | Compensation & Talent Committee chair transitioned to Doyle R. Simons effective March 26, 2025; Hopkins remains a member . |
Fixed Compensation
| Metric (USD) | FY 2023 | FY 2024 |
|---|---|---|
| Annual cash/fee retainer | $300,000 $300,000 structure (includes $175,000 mandatory deferral into Stock Unit Account; $125,000 cash/deferrable) | $300,000 $300,000 structure (same as 2023) |
| Committee chair retainer | $20,000 (Finance Chair) included in fees | $20,000 (Finance Chair) included in fees |
| Total fees earned/paid in cash (Hopkins) | $327,500 | $320,000 |
| Other compensation (insurance, charitable match, NE tax reimbursement) | $28,515 (directors receive excess liability insurance; company matches charitable gifts; reimburses incremental Nebraska taxes for required travel) | $33,250 (same program mechanics) |
| Total director compensation (Hopkins) | $356,015 | $353,250 |
Notes:
- Non-employee director compensation elements for 2024: Annual retainer $300,000 (with $175,000 mandatory deferral into a Stock Unit Account); Audit Chair $25,000; other committee chairs $20,000; Audit Committee member $10,000; Non-Exec Chair retainer $200,000 ($120,000 mandatory deferral). No meeting fees .
- Directors may defer fees and invest in Company Fixed Rate Fund, Stock Unit Account, or Vanguard notional funds; amounts paid post-service (lump sum or up to 15 installments) .
Performance Compensation
| Element | FY 2023 | FY 2024 |
|---|---|---|
| Stock awards (annual) | $0 (Hopkins) | $0 (Hopkins) |
| Option awards (annual) | $0 (Company eliminated director option grants years ago) | $0 (no options awarded to non-management directors) |
| Annual bonus / performance metrics | Not applicable for directors (no bonus/performance plan disclosed for directors) | Not applicable (no director performance plan disclosed) |
- Historical director equity provisions: legacy initial grant of 4,000 restricted shares/RSUs for non-management directors (program eliminated for new directors effective Aug 1, 2018); these vest upon termination due to retirement, death, or disability .
Other Directorships & Interlocks
| External Board | Potential Relevance to UNP |
|---|---|
| Marsh & McLennan Companies (MMC) | Insurance brokerage/consulting; no related-party transactions with Hopkins disclosed; note external interlock with UNP director Jane Lute at MMC . |
| Bridge Investment Group Holdings Inc. | Real estate investment manager; no UNP-related transactions disclosed . |
Expertise & Qualifications
- Finance leadership and Wall Street experience as public company CFO (Lucent, Boeing) and senior finance roles (GM, Unisys) .
- Technology/innovation and operations leadership (Citi Innovation, Ops & Tech) .
- International/global experience and risk management through multi-national roles and public board service .
- Public company board experience across multiple sectors, including current MMC and Bridge Investment Group .
Equity Ownership
| Ownership (as of dates noted) | Amount | Notes |
|---|---|---|
| Beneficial ownership (common shares) | 4,768 | Less than 1% of outstanding shares . |
| Stock units (director Stock Unit Account) | 11,492 (FY-end 2024) | Deferred director compensation units payable post-service. |
| Stock units (as of Mar 14, 2025) | 11,510 | Security ownership table basis . |
| Legacy restricted shares vesting upon termination | 4,000 | Legacy initial director grant; program ended Aug 1, 2018 for new directors . |
| Shares pledged/hedged | None permitted; directors prohibited from hedging or pledging UNP stock . |
Policies and alignment:
- Directors prohibited from hedging or pledging UNP stock; 10b5-1 plan sales permitted only of Eligible Shares and under strict preclearance/timing limits .
- Director fee structure includes mandatory stock unit deferral ($175,000 annually), aligning director wealth with shareholder returns .
Say-on-Pay & Shareholder Feedback (context for governance tone)
| Year | Say-on-Pay Result |
|---|---|
| 2024 | Approximately 96% of votes cast in favor . |
| 2025 | Approved: 437,800,732 For; 27,943,427 Against; 2,567,479 Abstain; 60,433,607 broker non-votes . |
Related-Party Transactions (conflicts screen)
- The 2025 proxy lists related-party transactions involving Omaha Track (spouse of the President’s spouse is CFO) and a spousal employment disclosure, all reviewed under UNP’s policy; no transactions involving Hopkins are disclosed .
Governance Assessment
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Positives:
- Independent director; serves as Finance Committee Chair and member of Compensation & Talent, positioning her centrally on capital structure, financing, capital allocation, investor relations oversight, and talent/compensation governance .
- Strong attendance culture (100% Board meeting attendance in 2024; no director under 75%) supports engagement; executive sessions at each Board/committee meeting reinforce independent oversight .
- Ownership alignment via mandatory stock unit deferral; robust anti-hedging/anti-pledging policies .
-
Watch items:
- External board interlock at Marsh & McLennan with fellow UNP director Jane Lute; not a related-party transaction but an interlock to monitor for potential information flow or perceived entrenchment risk .
- Director compensation largely fixed; no variable pay tied to UNP performance for directors, consistent with best practices but limits performance-linked incentives at board level .
-
No red flags identified:
- No related-party transactions involving Hopkins disclosed; no hedging/pledging; no option repricing; and strong say-on-pay support provides constructive governance backdrop .