Michael McCarthy
UNION PACIFICAbout Michael McCarthy
Independent director since 2008 (age 73) and current Chairman of the Board at Union Pacific Corporation. Background includes Chairman and Co‑Founder of McCarthy Group, LLC (private investment group) and Chairman of Bridges Trust Company; he previously served as Co‑Chairman of Bridges Trust (2021–2024) . The Board separated the roles of Chairman and CEO in August 2023, with McCarthy annually elected as independent Chairman since then . The Board has determined McCarthy is independent under NYSE and Company standards .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| McCarthy Group, LLC | Chairman & Co‑Founder | 1986–present | Finance and risk management experience; public company board experience; operations and customer perspective |
| Bridges Trust Company | Chairman (formerly Co‑Chairman) | Chairman: 2025–present; Co‑Chairman: 2021–2024 | Wealth management leadership; strategic oversight |
External Roles
- Current public company boards: None disclosed within the last five years .
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Cabela’s Incorporated | Director | 1996–2017 | Former public company directorship; retail/operations perspective |
Board Governance
- Assignments: Chairman of the Board; member, Corporate Governance, Nominating & Sustainability Committee; member, Finance Committee; independent director .
- Chair responsibilities: Presides over Board meetings and independent executive sessions; approves Board agendas and materials; liaison with CEO and major shareholders; oversees CEO evaluation and succession; can call special meetings and authorize consultants .
- Independence and composition: 10 of 11 nominees are independent; all Board committees are solely independent directors .
- Attendance and engagement: Board met six times in 2024; Board meeting attendance reported at 100%; none of the directors attended fewer than 75% of aggregate meetings .
- Executive sessions: Independent directors hold executive sessions at each Board and committee meeting .
- Shareholder engagement signal: ~96% support on 2024 say‑on‑pay; management held 9 investor conferences, 80+ investor meetings, and 400+ calls in 2024 .
Fixed Compensation
| Component (2024) | Amount | Notes |
|---|---|---|
| Annual Director Retainer | $300,000 | $175,000 mandatory deferral into Stock Unit Account; remainder may be deferred or taken in cash |
| Non‑Executive Board Chair Retainer | $200,000 | $120,000 mandatory deferral into Stock Unit Account; remainder may be deferred or taken in cash |
| Committee Chair Fees | $0 | Not applicable (McCarthy not a committee chair in 2024) |
| Audit Committee Member Retainer | $0 | Not applicable (not an Audit member) |
| Fees Earned or Paid in Cash (line item) | $500,000 | 2024 director compensation table |
| Stock Awards | $0 | No director stock awards granted in 2024 |
| Option Awards | $0 | No director option grants in 2024 |
| All Other Compensation | $27,805 | Includes excess liability insurance premiums ($2,805), charitable match ($25,000), Nebraska tax reimbursements; no gross‑ups |
Additional plan features:
- Directors may elect additional deferrals into Fixed Rate Fund, Stock Unit Account, or Vanguard notional accounts; distributions begin after separation, lump sum or up to 15 annual installments .
Performance Compensation
- None disclosed for non‑management directors; UNP eliminated annual director option grants for 2008 and future years and removed initial equity grants for newly elected directors effective August 1, 2018 .
- McCarthy’s 2024 stock awards and option awards are reported as $0; his legacy 4,000 restricted shares vest upon termination under the historical plan (see Equity Ownership) .
Other Directorships & Interlocks
| Company | Relationship to UNP | Notes |
|---|---|---|
| Cabela’s Incorporated (former) | No disclosed transaction with UNP | Listed as former directorship; no related‑party transaction disclosed involving McCarthy in 2024 |
- Related party transactions: 2024 related‑party items involved Omaha Track (tied to an executive’s spouse) and an employee spouse, each reviewed under policy; none reference McCarthy .
Expertise & Qualifications
- CEO and finance expertise from investment leadership roles; risk management and Wall Street experience; public company board experience; operations/customer perspective; government/regulatory exposure .
Equity Ownership
| Ownership Item | Amount | Source |
|---|---|---|
| Beneficially owned shares (direct) | 70,140 | SEC Form 4 dated 10/02/2025 |
| Deferred Stock Unit Account units | 67,312 | 2024 year‑end director table |
| Shares vesting upon termination (legacy grant) | 4,000 | 2000 Directors Plan vesting schedule and director table |
| Options outstanding | 0 | 2024 director table |
| Ownership as % of shares outstanding | ~0.0117% | 70,140 ÷ 599,318,180 (shares outstanding at record date) and Form 4 |
Policy signals:
- Company policy prohibits pledging and hedging of Company common stock; stringent director and executive stock ownership guidelines in place (director guideline amount not quantified in the proxy) .
Insider Trades
| Date | Type | Security | Quantity | Reference Price | Notes |
|---|---|---|---|---|---|
| 10/01/2025 | A (grant/credit) | Phantom Stock Units | 939 | $234.74 | Distribution ratio 1:1; payable in cash only commencing at retirement; post‑transaction direct beneficial ownership 70,140 shares |
Governance Assessment
- Board effectiveness: McCarthy’s independent Chair role centralizes agenda control, executive session leadership, and CEO evaluation/succession oversight—enhancing independent oversight and investor access to Board leadership .
- Independence and attendance: Independent status, fully independent committee composition, and 2024 Board attendance of 100% support strong governance hygiene and engagement .
- Ownership alignment: Mandatory deferrals into stock unit accounts (including Chair retainer) and sizable deferred unit balance (67,312 units) bolster alignment; no director stock awards or options in 2024 reduces potential pay‑for‑risk misalignment .
- Conflicts/related‑party exposure: No related‑party transactions disclosed involving McCarthy in 2024; Company maintains a formal related‑party review/approval framework .
- Refreshment and tenure: Board average tenure is 5.4 years, with six directors at ≤5 years; McCarthy’s longer tenure (director since 2008) offers institutional knowledge but warrants ongoing refreshment monitoring—UNP highlights active refreshment and use of external search firms .
- Shareholder confidence: Strong say‑on‑pay support (~96% in 2024) and extensive investor engagement are positive governance signals .
RED FLAGS: None directly disclosed for McCarthy. No pledging/hedging, no related‑party transactions, and no director option repricing; monitor tenure balance and continued independence safeguards .