Jane Lute
UNION PACIFICAbout Jane H. Lute
Jane H. Lute (age 68) has served as an independent director of Union Pacific Corporation since 2016. Her background spans senior U.S. government service (Deputy Secretary, Department of Homeland Security), United Nations operational leadership, and cybersecurity management (CEO of Center for Internet Security), complemented by legal training (J.D., Georgetown University). She currently serves as Strategic Director at SICPA North America and brings risk management, government/regulatory, technology/cyber, global operations, and legal expertise to the board.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| SICPA, North America | Strategic Director; President & CEO | Strategic Director 2021–present; CEO 2017–2021 | Security inks; strategic oversight |
| United Nations | Special Advisor to Secretary-General; led UN Dept. of Field Support; other senior roles in Peacekeeping/Peacebuilding | 2016–2022 (Special Advisor); 2003–2009 (leadership roles) | Global logistics/operations; risk management |
| Center for Internet Security (CIS) | Director; Chief Executive Officer | Director 2015–present; CEO 2015–2016 | Cybersecurity best practices; MS-ISAC operations |
| U.S. Department of Homeland Security | Deputy Secretary (COO) | 2009–2013 | Enterprise operations; risk management |
| United Nations Foundation & Better World Fund | EVP & COO | Not specified | Philanthropic operations |
| National Security Council (U.S.) | Staff under Presidents Bush (41) and Clinton | Not specified | National security policy |
| U.S. Army | Service | 1978–1994 | Military leadership |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Shell plc | Director (current) | Since 2021 | Large-cap energy |
| Marsh & McLennan Companies | Director (current) | Since 2020 | Global professional services |
| Atlas Worldwide Holdings, Inc. | Director (former) | 2018–2021 | Former public directorship |
Board Governance
- Committee assignments and roles:
- Safety & Service Quality Committee — Chair; 4 meetings in 2024. Committee oversees safety programs, compliance, risk mitigation, service quality metrics, customer experience, and may meet jointly with Audit for safety/service audit topics.
- Corporate Governance, Nominating & Sustainability Committee — Member; 4 meetings in 2024. Committee oversees governance guidelines, board composition/evaluation, related party policy, sustainability strategy, and external reporting/engagement on sustainability.
- Independence: The Board affirmatively determined Ms. Lute is independent under NYSE standards and the company’s Director Independence Standards. All committees are composed entirely of independent directors.
- Attendance: In 2024, the Board met six times; no director attended fewer than 75% of aggregate Board/committee meetings, and all twelve directors attended the Annual Meeting. Proxy summary notes 100% Board meeting attendance.
Fixed Compensation
| Item (FY 2024) | Amount (USD) |
|---|---|
| Fees Earned or Paid in Cash | $322,500 |
| Stock Awards | $0 |
| Option Awards | $0 |
| All Other Compensation | $25,624 |
| Total Compensation | $348,124 |
| Director Fee Schedule Element (FY 2024) | Annual Amount |
|---|---|
| Annual Retainer | $300,000; with $175,000 mandatory deferral into Stock Unit Account; remaining $125,000 can be deferred or taken in cash |
| Committee Chair Retainer | $25,000 (Audit); $20,000 (Other committees) |
| Audit Committee Member Retainer | $10,000 |
| Lead Director Retainer (if applicable) | $45,000 |
| Non-Executive Board Chair Retainer | $200,000; with $120,000 mandatory deferral and $80,000 elective deferral/cash (for Mr. McCarthy post Aug 14, 2023) |
- Deferred Compensation Mechanics: Non-management directors may elect to defer additional compensation into (i) Company Fixed Rate Fund (interest = 120% applicable federal long-term rate), (ii) Stock Unit Account (tracks UNP stock with dividend equivalents reinvested), or (iii) Vanguard notional accounts; payable post-service in lump sum or up to 15 annual installments.
- “All Other Compensation” detail for directors includes: excess liability insurance premiums ($2,805 each), charitable matching gifts (Ms. Lute matched $22,500), and reimbursement of incremental Nebraska state income taxes for nonresident directors; the Company does not gross-up or pay state taxes in normal work locations.
Performance Compensation
| Performance-Linked Component (FY 2024) | Amount |
|---|---|
| Stock Awards (PSUs/RSUs) | $0 (no director stock awards in 2024) |
| Option Awards | $0 (Company did not award options to non-management directors in 2024; annual director options were eliminated in 2008) |
- Performance metrics tied to director compensation: None disclosed for directors; director pay is primarily retainer-based with mandatory/elective deferrals into stock-linked accounts rather than performance thresholds.
Other Directorships & Interlocks
| Company | Relationship to UNP | Potential Interlock/Transaction |
|---|---|---|
| Shell plc | Outside directorship | No related-party transactions with Ms. Lute disclosed in 2024; CGN&S Committee oversees related party policy. |
| Marsh & McLennan Companies | Outside directorship | No related-party transactions with Ms. Lute disclosed in 2024. |
| Atlas Worldwide Holdings, Inc. (former) | Outside directorship | No current interlocks disclosed. |
Expertise & Qualifications
- Government and regulatory expertise; risk management from DHS Deputy Secretary and UN operational leadership.
- Technology/cyber expertise via CEO role at CIS (cyberdefense best practices).
- International/global operations and logistics from UN Department of Field Support leadership.
- Legal expertise (J.D., Georgetown University).
- Public company board experience across large-cap companies since 2016.
Equity Ownership
| Ownership Measure (as of March 14, 2025 unless noted) | Amount |
|---|---|
| Shares Beneficially Owned | 4,143 |
| Stock Units (director Stock Unit Account; payable in cash post-retirement) | 10,078 |
| Shares Vesting Upon Termination (initial election grant) | 4,000 |
| Deferred Stock Units in Account (FY-end 2024 table) | 10,051 |
| Ownership as % of Shares Outstanding | <1% (indicated by *) |
- Hedging and pledging: Company policy prohibits hedging or pledging of UNP common stock by directors and executive officers.
Insider Trades (Form 4 – Phantom Stock Credits)
Quarterly “Phantom Stock” awards credited to Ms. Lute’s director account; below are recent transactions and post-transaction holdings.
| Transaction Date | Filing Date | Type | Units Credited | Post-Transaction Units | Security | SEC Filing |
|---|---|---|---|---|---|---|
| 2025-10-01 | 2025-10-02 | Award | 405 | 11,276 | Phantom Stock | |
| 2025-07-01 | 2025-07-02 | Award | 399 | 10,871 | Phantom Stock | |
| 2025-04-01 | 2025-04-02 | Award | 394 | 10,472 | Phantom Stock | |
| 2025-01-02 | 2025-01-03 | Award | 406 | 10,078 | Phantom Stock | |
| 2024-10-01 | 2024-10-03 | Award | 376 | 9,672 | Phantom Stock | |
| 2024-07-01 | 2024-07-02 | Award | 408 | 9,296 | Phantom Stock | |
| 2024-04-01 | 2024-04-02 | Award | 384 | 8,888 | Phantom Stock | |
| 2024-01-02 | 2024-01-03 | Award | 343 | 8,504 | Phantom Stock |
Source: Insider-trades skill output (Form 4 records). Full dataset available upon request.
Governance Assessment
- Strengths
- Independent director; member of governance committee overseeing related party policy and sustainability, and Chair of safety/service oversight — aligned with investor focus on safety, risk management, and service quality in railroads.
- Board and committee-only compensation structure with mandatory stock unit deferral ($175k) aligns directors with shareholders; phantom stock accruals further reinforce alignment.
- Board attendance robust: 100% meeting attendance in 2024; all directors attended Annual Meeting.
- Prohibitions on hedging/pledging and independent committees reduce governance risk.
- Watch items
- Multiple outside large-cap boards (Shell plc, Marsh & McLennan) increase time commitments; monitor overboarding thresholds and any emerging commercial relationships, though no Lute-related party transactions were disclosed for 2024.
- Director pay includes Nebraska tax reimbursement for nonresident directors; company states no gross-ups and no state taxes paid for normal work locations, which mitigates concerns.
RED FLAGS: None disclosed specific to Ms. Lute (no related-party transactions, no hedging/pledging, no option repricing, and strong attendance).
Investor confidence signals: Strong say-on-pay support (96% in 2024) reflects favorable shareholder views of compensation governance; safety/service committee leadership suggests continued oversight of key operational risks.