Doyle Simons
UNION PACIFICAbout Doyle R. Simons
Independent director since 2023; age 61. Former President & CEO of Weyerhaeuser and former Chairman & CEO of Temple‑Inland; J.D. from the University of Texas. Current UNP committee roles: Chair, Compensation & Talent (effective March 26, 2025) and member, Safety & Service Quality; Board determined him independent under NYSE and Company standards. Board meeting attendance was 100% in 2024; none of the directors attended fewer than 75% of Board/committee meetings.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Weyerhaeuser Company | President & CEO | 2013–2019 | Led a global producer of wood products; operational and financial oversight. |
| Temple‑Inland, Inc. | Chairman & CEO; EVP & Chief Administrative Officer; other senior roles | 1992–2012 | Deep supply chain and finance experience; legal background. |
| Private Legal Practice | Attorney | Early career | Legal expertise; J.D. University of Texas. |
External Roles
| Company | Role | Tenure | Notes |
|---|---|---|---|
| Fiserv, Inc. | Director | Since 2007 | Current public company directorship. |
| Iron Mountain Incorporated | Director | Since 2020 | Current public company directorship. |
| Weyerhaeuser Company | Director | 2012–2019 | Former public company directorship. |
Board Governance
- Committee assignments: Chair, Compensation & Talent Committee (6 meetings in 2024); member, Safety & Service Quality Committee (4 meetings in 2024). No compensation committee interlocks or insider participation disclosed.
- Independence: Board affirmed Simons is independent; all Board committees comprised solely of independent directors; audit/comp committee members meet additional independence criteria.
- Attendance and engagement: Board meeting attendance 100% in 2024; all directors attended the prior Annual Meeting.
- Board leadership: Independent Chairman model; executive sessions at each Board and committee meeting.
Fixed Compensation
| Year | Fees Earned or Paid in Cash ($) | Stock Awards ($) | Option Awards ($) | All Other Compensation ($) | Total ($) |
|---|---|---|---|---|---|
| 2024 | 300,000 | 0 | 0 | 4,363 | 304,363 |
| 2023 (partial year) | 125,000 | 0 | 0 | 2,193 | 127,193 |
Director pay structure:
- Annual retainer: $300,000; mandatory deferral of $175,000 into Stock Unit Account; optional deferral or cash for remaining $125,000.
- Committee chair member fees: Audit chair $25,000; other chairs $20,000; Audit committee member retainer $10,000; Non‑exec Board chair retainer $200,000 (for the Chair).
- Deferred compensation plan for directors (unfunded): fixed rate fund, stock unit account, or Vanguard notional funds; distributions begin post‑separation, lump sum or up to 15 annual installments.
Performance Compensation
- UNP does not grant performance‑contingent pay to non‑management directors; annual option grants eliminated and initial 4,000‑share director grant discontinued effective August 1, 2018.
- As Compensation & Talent Committee Chair, Simons oversees executive performance metrics (context for pay‑for‑performance governance):
| Program | Metric | Weight/Design |
|---|---|---|
| Annual Incentive (2024) | Operating Income | 35% of AIP target (formulaic) |
| Annual Incentive (2024) | Operating Ratio | 35% of AIP target (formulaic) |
| Annual Incentive (2024) | Reportable Personal Injury Rate | 5% (safety) |
| Annual Incentive (2024) | Reportable Derailment Rate | 5% (safety) |
| Annual Incentive (2024) | Strategic Scorecard (SPI, NPS, volume, engagement, renewable fuel blend) | 20% (shared Company goals; individual component removed in 2024) |
| PSUs (2024 grant) | 3‑yr average ROIC | Two‑thirds of PSU payout |
| PSUs (2024 grant) | Relative Operating Income Growth vs S&P 100 Industrials and Class I Rails | One‑third of PSU payout |
Additional governance tools under Simons’ committee oversight:
- Clawback policy aligned with SEC/NYSE Rule 10D‑1; recoupment of excess incentive compensation upon restatement and for detrimental conduct. Effective October 2, 2023.
- Independent compensation consultant FW Cook; conflict‑free engagement; attends all committee meetings.
Other Directorships & Interlocks
| Potential Interlock/Conflict | Disclosure |
|---|---|
| Compensation/Talent Committee interlocks | None in 2024. |
| Related‑party transactions (Item 404) involving Simons | None disclosed; related‑party transactions involved Omaha Track (spouse of President) and another employee spouse; approved under policy. |
| Shared boards with UNP customers/suppliers | Not disclosed; no conflicts noted. |
Expertise & Qualifications
- CEO experience at Weyerhaeuser and Temple‑Inland; risk management, global operations, customer perspective.
- Legal training (J.D., University of Texas) and investor perspective.
- Public company board experience at Fiserv and Iron Mountain.
Equity Ownership
| Holder | Beneficially Owned Shares | Stock Units (director DSU account) | % of Shares Outstanding |
|---|---|---|---|
| Doyle R. Simons | 0 | 1,617 | <1% |
| Doyle R. Simons (detail at FY‑end) | N/A | 1,594 units in DSU account | N/A |
- Hedging/pledging: Company policy prohibits directors and officers from hedging UNP stock and from pledging, delivering as collateral, or maintaining margin accounts in UNP shares.
- 10b5‑1 plan restrictions: Directors may sell only “Eligible Shares” (above ownership target), exclusively under approved Rule 10b5‑1 plans with a 90‑day seasoning period; annual sales limited to 50% of beneficially owned shares measured as of February 1.
- Director stock ownership guidelines: Company cites stringent director and executive ownership guidelines; specific director thresholds not disclosed in the proxy.
Governance Assessment
- Strengths: Independent status; leadership as Compensation & Talent Chair; robust executive pay metrics with safety integration; refreshed Board with independent chair and executive sessions; strong shareholder support on say‑on‑pay (~96% in 2024).
- Alignment: Mandatory deferral of $175,000 of director retainer into UNP stock units; DSU account balances provide economic exposure to share price/dividends.
- Attendance/engagement: 100% Board attendance; committee cadence suggests active oversight (Comp & Talent: 6 meetings; Safety & Service Quality: 4 meetings in 2024).
- RED FLAGS: None disclosed for Simons (no related‑party exposures; no interlocks; hedging/pledging prohibited). Note: Simons reports 0 beneficially owned common shares, relying on DSU exposure—investors may prefer explicit share ownership, though DSUs and mandatory deferrals provide alignment.
- Compensation trend: Director compensation increased from partial‑year 2023 ($127k) to full‑year 2024 ($304k); structure remains cash plus mandatory stock unit deferral; options and initial equity grants eliminated.
Shareholder input and oversight signals:
- Say‑on‑pay approval ~96% at 2024 meeting; continued emphasis on pay‑for‑performance.
- Use of independent consultant (FW Cook) with no conflicts; annual risk assessment of incentive programs.