John Wiehoff
UNION PACIFICAbout John P. Wiehoff
Independent director of Union Pacific Corporation (UNP), age 63, serving since 2023. Former Chairman, President and CEO of C.H. Robinson Worldwide, and earlier CFO; began career at Arthur Andersen. Current public boards: Polaris (since 2007) and U.S. Bancorp (since 2020). Determined independent by UNP’s Board and qualifies as an “audit committee financial expert.”
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| C.H. Robinson Worldwide, Inc. | Chairman | 2007–2020 | Led governance and strategic oversight during growth in 3PL; public company leadership |
| C.H. Robinson Worldwide, Inc. | President & CEO | 2002–2019 | Oversaw logistics, sourcing, global supply chain; deep operations/finance experience |
| C.H. Robinson Worldwide, Inc. | President | 1999–2002 | Senior leadership transition to CEO |
| C.H. Robinson Worldwide, Inc. | SVP & CFO | 1998–1999 | Financial leadership; investor perspective |
| Arthur Andersen LLP | Auditor | Early career | Foundation in accounting/internal controls |
External Roles
| Company | Role | Tenure | Notes |
|---|---|---|---|
| Polaris Inc. | Director | Since 2007 | Current public board |
| U.S. Bancorp | Director | Since 2020 | Current public board |
| Donaldson Company, Inc. | Director | 2003–2022 | Former public board |
| C.H. Robinson Worldwide, Inc. | Director | 2001–2020 | Former public board (also senior executive) |
Board Governance
- Committee assignments: Audit Committee member and Safety & Service Quality Committee member; not a chair.
- Audit Committee financial expertise: Board determined Wiehoff qualifies as an “audit committee financial expert.”
- Independence: Board affirmatively determined Wiehoff is independent under NYSE and UNP standards; all five Board committees are fully independent.
- Attendance: Board met 6 times in 2024; no director attended fewer than 75% of meetings. UNP reports 100% Board meeting attendance for nominees. Audit Committee met 9 times; Safety & Service Quality met 4 times.
- Board leadership: Independent Chairman (Michael R. McCarthy) with defined responsibilities; executive sessions of independent directors at each Board and committee meeting.
Fixed Compensation
| Item | 2024 Amount |
|---|---|
| Annual retainer (non‑employee director) | $300,000, of which $175,000 is mandatory deferral into Stock Unit Account |
| Audit Committee member retainer | $10,000 |
| Total fees earned (Wiehoff) | $310,000 |
| Stock awards (director) | $0 (no annual equity grants to directors) |
| Option awards (director) | $0 (no director options in 2024; annual options ceased after 2007) |
| All other compensation (Wiehoff) | $7,447 (includes excess liability insurance and Nebraska tax reimbursements; charitable matching not listed for Wiehoff) |
| Total compensation (Wiehoff) | $317,447 |
Notes on director pay structure:
- Mandatory deferral: $175,000 of retainer to Stock Unit Account; optional deferrals into Company fixed-rate fund or Vanguard notional accounts; payout begins after Board service ends.
- Initial equity grants on election eliminated effective August 1, 2018; no ongoing equity grants to directors.
Performance Compensation
| Component | Structure/Metric | 2024 Status |
|---|---|---|
| Performance stock units (PSUs) for directors | Not part of director compensation | None granted |
| Stock options for directors | Not part of director compensation | None granted; program ceased for directors |
Directors do not receive formulaic or performance-based incentives; UNP’s performance metrics apply to executives, not directors.
Other Directorships & Interlocks
| Potential Interlock/Exposure | Observation |
|---|---|
| Banking relationships (U.S. Bancorp) | Wiehoff serves on U.S. Bancorp’s board; UNP discloses related party transactions and none involve banking relationships with directors; no transactions implicate Wiehoff. |
| Customers/suppliers conflicts | No related-party transactions disclosed involving Wiehoff; UNP’s Related Party Policy requires Committee review of transactions >$120,000; only Omaha Track and internal spouse employment disclosed. |
Expertise & Qualifications
- CEO experience; risk management; global operations and supply chain; customer perspective; finance background as former CFO; extensive public company board experience.
- Designated audit committee financial expert by UNP Board (accounting/financial management expertise).
Equity Ownership
| Holder | Beneficial Shares | Stock Units | % of Shares Outstanding |
|---|---|---|---|
| John P. Wiehoff | 795 | 1,081 (director Stock Unit Account; payable in cash after retirement) | <1% (asterisk per UNP table) |
| UNP Shares Outstanding (record date) | 599,318,180 (as of March 14, 2025) | — | — |
Additional alignment policies:
- Hedging and pledging of UNP stock prohibited for directors and employees; directors may only sell “Eligible Shares” under approved Rule 10b5‑1 plans, with annual sale cap of 50% of beneficially owned shares.
- UNP highlights stringent stock ownership guidelines for directors and executives; specific multiples disclosed for executives (CEO 7x salary; other NEOs 4x); director guidelines referenced but not quantified in proxy summary.
Governance Assessment
- Strengths: Independent status, audit committee financial expert designation, 100% Board attendance reported; service on safety oversight adds domain focus; director pay is largely fixed with mandatory stock unit deferral, aligning with shareholders without performance pay that could bias oversight.
- Conflicts/RED FLAGS: No related-party transactions or Section 16(a) delinquencies involving Wiehoff disclosed; hedging/pledging prohibited; he serves on two other public boards, within UNP’s stated expectation (none serve on more than two). No red flags identified.
- Compensation signals: No director equity option or PSU awards; reliance on cash retainer with stock unit deferral indicates governance-friendly alignment and reduced conflict with management incentives.
- Shareholder confidence context: UNP’s say‑on‑pay (executive) approval ~96% in 2024 and independent Board committees/executive sessions support strong oversight environment.