Teresa Finley
UNION PACIFICAbout Teresa M. Finley
Teresa M. Finley (age 63) is an independent director of Union Pacific Corporation, serving since 2022. She brings deep finance, operations, and logistics expertise from senior roles at UPS, advisory work at BCG, and currently as Interim Chief Financial Officer at TriMas Corporation (2025–present). The Board has identified her as financially literate and qualifying as an “audit committee financial expert,” reflecting strong accounting and financial management capabilities. She is independent under NYSE and UNP standards.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| TriMas Corporation | Interim Chief Financial Officer | 2025–present | Public company finance leadership; enhances Audit/Finance oversight depth |
| Boston Consulting Group | Senior Advisor | 2019–2021 | Risk management and strategic advisory experience |
| United Parcel Service (UPS) | Chief Marketing & Business Services Officer; Treasurer & VP Finance; Corporate Controller; CFO of International Package & Global Forwarding & Logistics; VP Investor Relations | 1984–2017 (various roles) | Extensive finance, investor relations, operations, pricing/technology experience in global logistics |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| TriMas Corporation | Director | Since 2020 | Current public company directorship |
Board Governance
- Independence: The Board affirmed Ms. Finley’s independence; all Board committees are composed solely of independent directors. She meets additional independence criteria for Audit Committee members.
- Committee Assignments: Audit Committee (member; designated financial expert) and Finance Committee (member). Audit Committee met 9 times in 2024; Finance Committee met 5 times.
- Board Structure & Engagement: Independent Chairman; executive sessions at each Board/Committee meeting. Board met 6 times in 2024 with 100% attendance reported in governance highlights; none of the directors attended fewer than 75% of aggregate Board/Committee meetings, and all 12 directors attended the Annual Meeting.
- Risk Oversight: Audit Committee oversees financial controls, compliance, sustainability/climate, and cybersecurity; Safety & Service Quality Committee oversees safety/service risk; Finance Committee oversees capital structure, liquidity, IR, and sustainability-linked financing.
Fixed Compensation
| Element | 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 | Applies to Audit Committee members |
| Committee chair retainers | Audit: $25,000; Others: $20,000 | Not applicable to Finley in 2024 (not a chair) |
| 2024 total director compensation (Finley) | $342,157 | Fees earned: $310,000 ; All other compensation: $32,157 (matching gifts, excess liability insurance premiums, Nebraska tax reimbursements) |
Additional director plan features:
- Deferred Compensation: Directors may elect to defer compensation into a Fixed Rate Fund, Stock Unit Account, or Vanguard notional accounts; payments begin post-service in lump sum or up to 15 annual installments. Stock Unit Account tracks UNP stock and reinvests dividend equivalents.
- Legacy equity: Initial director equity grants under the 2000 Directors Stock Plan were eliminated for new directors effective Aug 1, 2018; no director stock options granted in 2024.
Performance Compensation
| Component | Structure | Performance Metrics |
|---|---|---|
| Equity-linked deferral | Mandatory $175,000 stock unit deferral within annual retainer | Stock units track UNP stock price; dividend equivalents reinvested; no explicit performance metrics for directors |
Directors do not receive performance-based annual incentives or PSUs; their equity alignment is primarily through mandatory stock unit deferrals and optional additional deferrals.
Other Directorships & Interlocks
| Company | Overlap Type | Potential Interlock/Conflict |
|---|---|---|
| TriMas Corporation | Current director and Interim CFO | No related-party transactions with UNP disclosed; Board independence affirmed. Monitor time commitment given CFO role. |
- Compensation Committee interlocks/insider participation: None in 2024.
Expertise & Qualifications
- Financial/accounting, audit, investor relations, logistics operations, pricing/technology (UPS); risk management (UPS/BCG); public company experience (TriMas).
- Audit committee financial expert designation.
- International/global, customer perspective, investor perspective emphasized by the Board.
Equity Ownership
| Holder | Beneficial Shares | Stock Units | % Outstanding |
|---|---|---|---|
| Teresa M. Finley | 1,380 | 2,322 | <1% |
Additional detail at FY-end:
- Deferred Stock Unit Account balance: 2,309 units (FY 2024 year-end snapshot).
- Hedging/pledging prohibited for directors and officers; insider trading policy requires preclearance.
Governance Assessment
- Strengths: Independent director on key financial committees, designated audit committee financial expert; strong equity alignment via mandatory stock unit deferral; robust anti-hedging/pledging policy; Board reports 100% attendance and thorough risk oversight; no disclosed related-party transactions involving Finley.
- Watch items: New Interim CFO role at TriMas (2025) could increase time commitments; UNP’s Corporate Governance Committee considers outside board loads and none of the nominees serve on more than two public boards, but management roles are not explicitly capped—monitor continued attendance and committee engagement.
- Compensation alignment: Director pay structure emphasizes equity-linked deferral; no meeting fees or option grants in 2024; additional perquisites limited and transparently disclosed (charitable match, excess liability insurance, Nebraska tax reimbursements; no broader tax gross-ups).
No RED FLAGS identified for Finley in UNP’s 2025 proxy: independence confirmed, attendance standards met, no related-party exposure, and prohibitions on hedging/pledging in place. Continue monitoring potential time-commitment pressures from her concurrent TriMas CFO role.