John Tien
UNION PACIFICAbout John K. Tien, Jr.
John K. Tien, Jr. is 61 and has served as an independent director of Union Pacific since 2023. He sits on the Audit Committee and Finance Committee, bringing deep government, cybersecurity, risk management, and operations experience from senior roles at the U.S. Department of Homeland Security, Citigroup, and prior military service as a U.S. Army Colonel. The Board has affirmatively determined he is independent under NYSE standards and company policies .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| U.S. Department of Homeland Security | Deputy Secretary (functioning as COO) | 2021–2023 | Led operations at third-largest U.S. department; technology/cyber and regulatory oversight experience |
| Citigroup (Global Consumer, Citi Retail Services, U.S. Consumer Bank) | CAO and Chief of Staff (2011–2013); Head of Operations & Customer Service for largest Mastercard co-brand portfolio (2013–2016); COO/CTO for Macy’s private label & co-brand portfolio (2016–2020); Head of Business & Process Re-Engineering Transformation (2020–2021) | 2011–2021 | Risk management, compliance systems, fraud/data breach safeguarding; technology operations leadership |
| The White House (NSC) | Senior Director, Afghanistan and Pakistan | 2009–2011 | National security and international policy experience |
| The White House (NSC) | Director, Iraq | 2008–2009 | National security and international policy experience |
| The White House | White House Fellow, Office of U.S. Trade Representative | 1998–1999 | Trade policy exposure and interagency coordination |
| U.S. Army | Officer (retired as Colonel) | 1987–2011 | Progressive leadership roles; international/global competency |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Science Applications International Corp. (SAIC) | Director | Since 2024 | Current public company directorship |
Board Governance
- Committee assignments: Audit Committee member; Finance Committee member; the Audit Committee is chaired by David B. Dillon and includes Tien among its members .
- Independence: Board affirmatively determined Tien and all committee members (excluding the CEO) are independent, meeting enhanced Audit and Compensation/Talent Committee independence criteria .
- Attendance and engagement: The Board met six times in 2024, and no director attended fewer than 75% of Board and committee meetings; the proxy highlights 100% Board meeting attendance and executive sessions of independent directors at each Board and committee meeting .
- Governance infrastructure: Five standing committees (Audit; Finance; Compensation and Talent; Corporate Governance, Nominating and Sustainability; Safety and Service Quality), all entirely independent and operating under written charters .
Fixed Compensation
| Element | Annual Amount | Notes |
|---|---|---|
| Annual Retainer | $300,000 | $175,000 mandatory deferral into Stock Unit Account; remaining $125,000 may be deferred or taken in cash |
| Audit Committee Member Retainer | $10,000 | Paid in addition to annual retainer |
| Committee Chair Retainers | Audit: $25,000; Other committees: $20,000 | Tien is not disclosed as chair; amounts for reference |
| Lead Director Retainer (if applicable) | $45,000 | N/A to Tien |
| Non-Executive Board Chair Retainer | $200,000 | Applies to Board Chair (McCarthy) |
Director compensation received (Fiscal 2024):
| Name | Fees Earned or Paid in Cash | Stock Awards | Option Awards | All Other Compensation | Total |
|---|---|---|---|---|---|
| John K. Tien, Jr. | $307,500 | $0 | $0 | $7,284 | $314,784 |
All Other Compensation components include excess liability insurance premiums ($2,805) and Nebraska state income tax reimbursement due to required business travel; charitable matching gift amounts are disclosed for certain directors and not itemized for Tien; no tax gross-ups are provided for directors’ normal work location taxes .
Performance Compensation
- Union Pacific does not grant annual equity awards to non-management directors; the initial 4,000-share director grant was eliminated effective August 1, 2018, and there were no option awards in 2024 .
- Mandatory equity alignment occurs via the Stock Unit Grant and Deferred Compensation Plan, under which $175,000 of the annual retainer is deferred into a Stock Unit Account and directors may elect to defer additional compensation; payments commence after separation from Board service (lump-sum or up to 15 annual installments) .
Director equity and deferral mechanics:
| Mechanism | Amount/Units | Vesting/Payment | Notes |
|---|---|---|---|
| Mandatory Stock Unit Deferral | $175,000 per year | Paid after separation (lump-sum or installments) | Value tracks UNP stock; dividend equivalents reinvested |
| Phantom Stock Accruals (Form 4) | Quarterly awards; e.g., 181–195 units per quarter | N/A (phantom stock; not options) | Examples: 2024-01-02: 59 units; 2024-04-01: 181; 2024-07-01: 195; 2024-10-01: 181 |
Other Directorships & Interlocks
| Company | Relationship to UNP | Role | Potential Interlock/Conflict |
|---|---|---|---|
| SAIC | Unrelated defense/IT services vendor | Director | No related-party transactions disclosed involving Tien; related-party transactions require CGNS Committee review/approval if over $120,000 per year . |
Expertise & Qualifications
- Government/regulatory expertise from DHS Deputy Secretary and White House NSC roles; International/global exposure through national security positions .
- Risk management and technology/cyber operations leadership from Citigroup roles (compliance systems, fraud/data breach protection, tech oversight) .
- Public company board experience; finance/operations background applicable to Audit and Finance Committee work .
Equity Ownership
Beneficial ownership as of March 14, 2025 and year-end 2024:
| Measure | Amount |
|---|---|
| Common shares beneficially owned | 0 |
| Stock units (payable in cash after retirement) | 811 |
| Deferred Stock Unit Account (FY2024 year-end) | 797 |
| Options (unexercised/exercisable) | 0 |
| Percent of shares outstanding | <1% (indicated with “*”) |
Insider transactions (Form 4; oldest → newest):
| Transaction Date | Filing Date | Type | Security | Units | Post-Transaction Units | Link |
|---|---|---|---|---|---|---|
| 2024-01-02 | 2024-01-03 | Award (A) | Phantom Stock | 59 | 59 | |
| 2024-04-01 | 2024-04-02 | Award (A) | Phantom Stock | 181 | 240 | |
| 2024-07-01 | 2024-07-02 | Award (A) | Phantom Stock | 195 | 435 | |
| 2024-10-01 | 2024-10-03 | Award (A) | Phantom Stock | 181 | 616 | |
| 2025-01-02 | 2025-01-03 | Award (A) | Phantom Stock | 195 | 811 | |
| 2025-04-01 | 2025-04-02 | Award (A) | Phantom Stock | 189 | 1,000 | |
| 2025-07-01 | 2025-07-02 | Award (A) | Phantom Stock | 191 | 1,191 | |
| 2025-10-01 | 2025-10-02 | Award (A) | Phantom Stock | 193 | 1,384 |
Policy alignment:
- Hedging and pledging of Union Pacific common stock by directors and executive officers is prohibited; directors are subject to stock ownership guidelines (specific director multiples not disclosed in proxy summary) .
Governance Assessment
- Strengths: Independent status; service on Audit and Finance Committees enhances board effectiveness in oversight of financial reporting, capital structure, and risk; 100% Board meeting attendance underscores engagement; mandatory stock unit deferral aligns director pay to shareholder outcomes; hedging/pledging prohibitions reduce misalignment risk .
- Compensation structure: No options or annual equity grants to directors; compensation is primarily fixed retainer with built-in equity-linked deferral; “All other compensation” reflects standardized items (insurance premiums, Nebraska tax reimbursement) without gross-ups for normal work location taxes—low risk for pay anomalies .
- Ownership alignment: Direct beneficial ownership is 0 shares, with accumulating stock units via mandatory deferral and quarterly phantom stock awards; while “skin-in-the-game” is via units payable in cash post-service, the deferral and unit accrual provide market-linked exposure; policy bars hedging/pledging, mitigating misalignment concerns .
- Conflicts/related-party: No related-party transactions involving Tien disclosed; robust related-party review policy administered by the Corporate Governance, Nominating and Sustainability Committee .
- Shareholder sentiment: Executive pay received ~96% support in 2024 say-on-pay, signaling broad investor confidence in overall compensation governance at UNP .
RED FLAGS: None disclosed regarding attendance, hedging/pledging, or related-party transactions. Note that Tien’s equity exposure is primarily via deferred/phantom units rather than direct share ownership; this is standard under UNP’s director framework but merits monitoring for alignment optics .