Sheri Edison

About Sheri H. Edison

Sheri H. Edison, age 68, has served as an independent director of Union Pacific Corporation since 2021. She is the former Executive Vice President and General Counsel of Amcor plc and previously held senior legal and administrative roles at Bemis Company and Hill-Rom Holdings, bringing deep legal, regulatory, international, and risk oversight expertise to UNP’s board . The Board has affirmatively determined Edison is independent under NYSE and Company standards, and the Board and all committees had 100% meeting attendance in 2024, with six Board meetings held during the year .

Past Roles

External Roles

Board Governance

• Committee assignments and chair roles:
  • Corporate Governance, Nominating & Sustainability Committee: Chair; 4 meetings in 2024; oversees governance guidelines, board composition, related party policy, sustainability oversight, director compensation and stock ownership requirements .
  • Compensation & Talent Committee: Member; 6 meetings in 2024; oversees CEO and executive compensation, talent management, equity plans, clawback policy; no interlocks or insider participation in 2024 .
• Independence and attendance:
  • Edison is independent under NYSE and Company standards; all Board committees are solely independent directors .
  • Board met six times in 2024; Board meeting attendance was 100%, and no director attended fewer than 75% of aggregate Board/committee meetings; all directors attended the Annual Meeting .
• Board leadership and practices:
  • Independent Chair; executive sessions of independent directors held at each Board and committee meeting; five standing committees (Audit, Finance, Compensation & Talent, Corporate Governance/Nominating/Sustainability, Safety & Service Quality) .

Fixed Compensation

• Components and mechanics for non-management directors:
  • Annual retainer: $300,000, with $175,000 mandatory deferral into a Stock Unit Account; remaining $125,000 in cash or elective deferral .
  • Committee chair retainer: $20,000 (Audit chair $25,000); Audit Committee member retainer: $10,000; Non-executive Board Chair retainer: $200,000; Lead Director retainer: $45,000 (if applicable) .
  • Deferred compensation options: Company Fixed Rate Fund (120% of applicable federal long-term rate), Stock Unit Account (value tracks UNP stock, dividend equivalents reinvested), or Vanguard notional accounts; distributions begin after board service ends, lump sum or up to 15 annual installments .
  • “All Other Compensation” includes charitable match (up to $25,000 for Edison in 2024), excess liability premiums ($2,805), and Nebraska nonresident tax reimbursements (no gross-ups) related to board service travel .

Performance Compensation

Director compensation is designed for independence and governance oversight; it’s not tied to operating performance metrics (contrast with NEOs where PSUs and AIP metrics apply) .

Other Directorships & Interlocks

Expertise & Qualifications

• Legal expertise; government/regulatory experience; international/global experience; and risk management from senior legal roles across manufacturing and medical devices .
• Public company board experience; customer/investor perspective; complements UNP’s operational/logistics complexity .

Equity Ownership

Equity ownership (as of March 14, 2025):

Outstanding accounts at FY 2024 year-end:

• Alignment policies:
  • Company prohibits hedging and pledging of UNP common stock by directors and executive officers; no margin accounts permitted .

Governance Assessment

• Board effectiveness and engagement:
  • Edison’s chair role over Corporate Governance/Nominating/Sustainability strengthens oversight of board composition, refreshment, director compensation/ownership requirements, related-party policy, and sustainability strategy—core governance levers for investor confidence .
  • Independence confirmed; Board and committees comprised solely of independent directors; executive sessions at each meeting enhance oversight quality .
• Compensation alignment:
  • Director pay is primarily fixed with mandatory equity-linked deferral ($175,000), plus chair/member fees; no performance equity grants or options to directors in 2024—supports independence, reduces pay-for-performance conflicts for oversight roles .
• Ownership and conduct standards:
  • Edison holds stock units, with no beneficial share ownership; hedging/pledging prohibited—reduces alignment risks like pledging red flags .
• Potential conflicts and red flags:
  • No related-party transactions involving Edison; no compensation committee interlocks; strong say-on-pay support (96% in 2024) signals alignment with shareholder expectations for compensation governance .
• Overall signal:
  • Edison’s legal/regulatory and risk credentials, combined with her governance chair role and strong board independence/attendance, are positive for board quality and investor confidence; no notable red flags identified in compensation, attendance, or related-party exposure .