Jim Vena
UNION PACIFICAbout Jim Vena
Jim Vena (age 66) is UNP’s Chief Executive Officer and a director, appointed effective August 14, 2023; he previously served as UNP’s COO (2019–2020) and Senior Advisor to the Chairman (2021) . Vena holds a B.Sc. in Mathematics and Chemistry (University of Alberta) and an Advanced Graduate Diploma in Management (Athabasca University) . His operating track record includes leading UNP to >$1B in efficiency savings and its best service product during his COO tenure, and delivering industry-best operating ratio and CN’s best safety incident ratio as CN’s EVP & COO (2013–2016) . Under his leadership, UNP’s 2024 performance improved: net income $6.7B, operating income $9.7B, operating ratio 59.9% (down 2.4 pts), with safety metrics improving (injury rate −23%, derailments −20%) .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Union Pacific Corporation | Chief Executive Officer & Director | Aug 2023–present | Oversaw improvements in safety and service; 2024 net income +6% YoY, OR 59.9% (−2.4 pts) . |
| Union Pacific Railroad Company | Chief Operating Officer | 2019–2020 | Achieved >$1B efficiency savings; delivered best service product in company history . |
| Union Pacific Corporation | Senior Advisor to the Chairman | 2021 | Supported strategy and operations . |
| Canadian National Railway Company | EVP & Chief Operating Officer | 2013–2016 | Delivered North American rail industry’s best operating ratio; best safety incident ratio in CN’s history . |
External Roles
| Organization | Role | Years | Committee/Notes |
|---|---|---|---|
| FedEx Corp. | Director (former) | 2022–2023 | Served on Audit & Finance and Governance, Safety & Public Policy committees; stepped down prior to UNP CEO appointment . |
| Direct ChassisLink, Inc. (private) | Audit Committee Chair (former) | Not disclosed | Referenced in appointment release . |
Fixed Compensation
| Metric | 2023 | 2024 |
|---|---|---|
| Base Salary (paid) | $477,151 | $1,333,333 |
| Target Annual Incentive | $2,250,000 (pro-rated; guaranteed ≥ prorated target) | Increased by $200,000 vs. 2023 target (i.e., to $2,450,000) |
| Actual Annual Incentive Paid | $1,406,250 (150% of prorated target) | $3,999,013 (AIP payout) |
| Target Long-Term Incentive | First CEO grants in 2024 | $12,000,000 |
| Total Compensation | $2,017,348 | $17,644,763 |
Perquisites: Corporate aircraft ($174,416 in 2024; $58,094 in 2023), tax/financial counseling ($15,000 in 2024), excess liability premium ($2,805 in 2024), company thrift plan match ($120,000 in 2024); relocation in 2023 ($49,782) .
Performance Compensation
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Annual Incentive Plan (AIP) structure and payout:
- 2024 metrics/weights: Operating Income (35%), Operating Ratio (35%), safety (5% injury rate, 5% derailment rate), strategic scorecard (20%) .
- 2024 payout: 163% of target for all NEOs (above-target financial and safety performance) .
- 2023 CEO AIP: Pro-rated start; Committee awarded 150% of pro-rated target in recognition of strong operational improvements .
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Long-term equity incentives (Feb 2024 awards):
- Mix: 60% Performance Stock Units (PSUs), 40% stock options .
- PSU metrics over 3-year performance period: two-thirds average annual ROIC; one-third Operating Income Growth vs. S&P 100 Industrials peers and Class I rails .
- Most recent PSU cycle (2022–2024) vested at 90% of target (3-year avg ROIC 16.2%, relative OIG at 65th percentile) .
- Option fair value per option (grant date): $61.75 (Feb 8, 2024) .
| Incentive Type | Metric | Weight | Target | Actual | Payout | Vesting/Notes |
|---|---|---|---|---|---|---|
| AIP (2024) | Operating Income | 35% | Pre-set (undisclosed) | Above target | 163% total AIP | Annual cash payout |
| AIP (2024) | Operating Ratio | 35% | Pre-set (undisclosed) | Above target | 163% total AIP | Annual cash payout |
| AIP (2024) | Safety (injury, derailment) | 10% | Pre-set rates | Above target | 163% total AIP | Annual cash payout |
| AIP (2024) | Strategic scorecard | 20% | Pre-set | Met/exceeded most | 163% total AIP | Annual cash payout |
| PSUs (2024 grant) | Avg ROIC | 2/3 | 3-yr period | Used in vest calc | Earned per formula | 3-yr performance; settles post-period |
| PSUs (2024 grant) | Relative OIG | 1/3 | 3-yr vs peer set | Used in vest calc | Earned per formula | 3-yr performance; settles post-period |
| Options (2024 grant) | Stock price | — | — | — | — | Vests one-third annually over 3 years (typical) |
Equity Ownership & Alignment
- Stock ownership guidelines: CEO must hold at least 7x annual salary; other NEOs 4x; hedging and pledging of UNP stock are prohibited .
- Compliance: All NEOs were in compliance as of Dec 31, 2024 .
| Ownership Measure | As of Mar 15, 2024 | As of Mar 14, 2025 |
|---|---|---|
| Beneficially Owned Shares | 5,199 (less than 1%) | 25,910 (less than 1%) |
| Unvested Stock Units | 57,874 | 131,794 |
| Options Exercisable within 60 days | Not applicable (no 2023 equity granted) | 25,010 |
| Pledging/Hedging | Prohibited | Prohibited |
Employment Terms
- Appointment terms (Aug 2023): Base salary $1,250,000; 2023 AIP target $2,250,000 (pro-rated; payout not less than pro-rated target); first CEO equity grants in 2024 with $12,000,000 target LTI value and PSU/options mix aligned to other executives .
- 2024 adjustments: Annual base salary increased 8%; target annual incentive increased by $200,000; target LTI confirmed at $12,000,000 .
- Special retirement vesting for 2024 awards: Upon “qualified retirement” after at least two years of CEO service and 180 days’ notice/transition support, PSUs continue to vest and be earned based on actual performance for the full period; vested options remain exercisable for five years . Death/disability/termination without cause: options fully vest and remain exercisable five years; PSUs remain outstanding and settle to the extent earned based on actual performance .
- Severance/change-in-control (Continuity Plan):
- Cash severance: 3x (base salary + average annual bonus over last three years) for CEO upon qualifying severance following a change-in-control; 2x for other NEOs .
- Equity: All unvested options vest and remain exercisable for three years (five years if retirement eligible), capped by option term; PSUs earned at levels based on actual performance through the most recent fiscal quarter prior to change-in-control .
- Benefits: Continuation of health and dental for three years (with employee paying fair market value; offsets for subsequent employer benefits); no excise tax gross-ups .
- Definitions: “For cause” includes willful failure to perform or conduct injurious to the Company; “Good reason” includes material diminutions in duties or compensation package, material benefit reductions, or failure of successor to assume Continuity Plan .
- Retirement/Pension: As elected after Jan 1, 2018, Vena receives comprehensive thrift plan benefits instead of the combined thrift/pension offering; change in pension value shows “0” for Vena in compensation table .
Board Governance
- Director independence and roles: Vena is a management director and not independent; all Board committees (Audit, Compensation & Talent, Finance, Corporate Governance/Nominating/Sustainability, Safety & Service Quality) are composed entirely of independent directors .
- Board leadership: UNP separated Chairman and CEO roles in Aug 2023; Michael R. McCarthy is the independent Chairman with defined responsibilities including CEO evaluation, succession, and shareholder engagement .
- Board/committee meeting attendance: Board meeting attendance in 2024 was 100% overall; none of the directors attended fewer than 75% of meetings of the Board/committees on which they served in 2024 .
- Executive sessions: Independent directors hold executive sessions at each Board and committee meeting .
- Committee chair changes: Doyle R. Simons is Compensation & Talent Committee Chair effective March 26, 2025; Safety & Service Quality Committee chaired by Jane H. Lute .
Director Compensation
- Employee directors do not receive Board-related compensation or retainers .
- Non-management director compensation (for context): Annual retainer $300,000 (with $175,000 mandatory deferral to Stock Unit Account), Committee chair retainers ($25,000 Audit; $20,000 others), Audit Committee member retainer $10,000, Independent Board Chair retainer $200,000 .
Compensation Committee Analysis
- Committee and consultant: Compensation & Talent Committee retained FW Cook as independent consultant; no conflicts identified; peer benchmarking used and 2024 CEO pay adjusted to align with peer group .
- Say-on-pay support: Advisory approval ~96% in 2024 and ~91% in 2023, reflecting strong shareholder support for pay design .
Compensation Structure Analysis
- Mix emphasizes at-risk pay: In 2024, 76% of CEO target pay was LTI; program ties significant portions to annual and long-term company performance .
- Metric refinement: 2024 AIP increased explicit weighting on safety metrics (injury/derailment) to better align with Safety + Service & Operational Excellence = Growth strategy .
- PSU design: Balanced ROIC and relative operating income growth align long-term value creation with capital efficiency and competitive performance .
- No tax gross-ups on severance under Continuity Plan .
- Hedging/pledging prohibitions and robust ownership requirements (7x salary for CEO) promote alignment; all NEOs in compliance .
Risk Indicators & Red Flags
- Positive: No excise tax gross-ups; strong independent Board chair; explicit safety metrics in AIP; clawback oversight by Compensation & Talent Committee .
- Controls: Hedging and pledging prohibited; insider trading policy preclearance processes in place .
- Related party oversight: Governance committee reviews/approves related party transactions under policy; Board committees fully independent .
Equity Ownership & Alignment Details
- Ownership guidelines: CEO 7x salary; enforced retention until compliance; excludes unexercised options and unvested units; all NEOs compliant as of Dec 31, 2024 .
- Beneficial ownership: Vena held 25,910 shares and 131,794 stock units as of Mar 14, 2025; less than 1% of outstanding shares; options exercisable within 60 days totaled 25,010 .
- Policy bans pledging/hedging; directors/employees prohibited from derivatives on UNP stock .
Investment Implications
- Alignment: Higher at-risk pay, explicit safety metrics, and PSU focus on ROIC and relative OIG tie Vena’s upside to execution on UNP’s safety, service and margin-improvement strategy; 2024 AIP payout at 163% signals traction on operational levers .
- Retention/transition risk: Special vesting provisions upon qualified retirement after two years reduce retirement-trigger vesting risk while keeping PSUs performance-contingent, mitigating abrupt exit incentives and preserving performance alignment .
- Change-in-control economics: 3x cash multiple and broad equity acceleration reflect competitive CEO protections; absence of tax gross-ups and independent Board chair temper governance risk .
- Ownership discipline: Prohibitions on hedging/pledging and 7x ownership guideline, alongside compliance, indicate strong skin-in-the-game; beneficial share increases from 2024 to 2025 support alignment signals .