Union Pacific Corporation management check
UNP · Industrials · Rail Transportation · CEO Mr. Vena
Filings as of
4 good · 3 to watch · 0 flagged, across the seven questions below.
- Watch
Have owners done well?
Trailed its chosen peers$100 invested at the start of fiscal 2021 grew to $124, against $149 for the peer group the company picked itself.
- Good
Does pay follow performance?
Pay rose and fell with returnsOver 5 years, the CEO's pay actually paid (equity valued at the share price) had a correlation of 0.74 with shareholder return. 1 means pay moved in step; below 0, the opposite way.
- Good
What does the CEO cost owners?
0.3% of net income$20.3m of reported pay in fiscal 2025, against $7.1bn of net income.
- Watch
Do they own the stock?
Insiders are selling3 insiders sold $8.8m in the last six months and none bought.
- Good
Are owners being diluted?
Share count shrinkingDiluted shares changed -1.2% a year over the last three fiscal years. Stock-based pay was 0.6% of revenue in the latest year.
- Watch
Is leadership stable?
2 CEOs in the pay tableCEOs in the pay table: Mr. Fritz, Mr. Vena. 4 filings under 8-K item 5.02 (officers or directors leaving or joining, or new pay arrangements) in the last 3 years.
- Good
Are the books clean?
No red flags on fileNo restatements, auditor changes or late filings since 2021.
Against the S&P 500
Each check's score (0–100) and how it compares: the share of ranked S&P 500 companies it matches or beats, and the median in Industrials.
| Check | Score | At or above | Sector median |
|---|---|---|---|
| Owner returns | 29 | 55 | |
| Pay for performance | 87 | 86 | |
| CEO cost | 95 | 48 | |
| Skin in the game | — | — | 55 |
| Dilution | 65 | 62 | |
| Stable leadership | 60 | 75 | |
| Clean books | 100 | 100 |
Closest peers
Others in Rail Transportation, by management score. Union Pacific Corporation is 24th of 81 in its sector.
- 118CSXCSX Corporation75
- 133CMICummins73
- 134PWRQuanta Services73
- 135VRTVertiv73
- 137UNPUnion Pacific Corporation73
- 385NSCNorfolk Southern55
Pay versus performance
From the proxy statement filed March 25, 2026. "Actually paid" values stock awards at the share price, so it rises and falls with the stock.
| Fiscal year | CEO | CEO pay | Actually paid | Other executives (avg) | $100 became | Peers | Net income |
|---|---|---|---|---|---|---|---|
| 2025 | Mr. Vena | $20.3m | $16.8m | $5.3m | $124 | $149 | $7.1bn |
| 2024 | Mr. Vena | $17.6m | $12.8m | $4.9m | $120 | $134 | $6.7bn |
| 2023 | Mr. Fritz, Mr. Vena | $15.6m | $13.1m | $3.6m | $126 | $132 | $6.4bn |
| 2022 | Mr. Fritz | $14.3m | $5.5m | $2.7m | $104 | $110 | $7.0bn |
| 2021 | Mr. Fritz | $14.5m | $23.2m | $3.2m | $123 | $133 | $6.5bn |
The board says pay is tied most to Operating Income. Its other key measures: Operating Ratio, Return on Invested Capital.
Insiders and the CEO's stake
3 insiders sold $8.8m in the last six months and none bought.
- SoldKenyatta G RockerEVP MARKETING & SALES$7.4mApr 24, 2026
- SoldEric J GehringerEVP OPERATIONS$790kJun 3, 2026
- SoldJennifer L HamannEVP & CHIEF FINANCIAL OFFICER$549kApr 24, 2026
Leadership and governance on file
- Oct 16, 2026Leadership change8-K 5.02
- Dec 12, 2025Leadership change8-K 5.02
- May 9, 2025Leadership change8-K 5.02
- Dec 14, 2023Leadership change8-K 5.02
- Sep 29, 2023Leadership change8-K 5.02
- Aug 11, 2023Leadership change8-K 5.02
- Jul 26, 2023Leadership change8-K 5.02
- Feb 4, 2022Leadership change8-K 5.02
Latest shareholder vote results: May 18, 2026, including the say-on-pay vote.
Where the money went
Over 2021–2025: $34.0bn returned to owners in buybacks and dividends, 101% of net income, and $554.0m of pay in stock.
| Fiscal year | 2021 | 2022 | 2023 | 2024 | 2025 |
|---|---|---|---|---|---|
| Revenue | $21.8bn | $24.9bn | $24.1bn | $24.3bn | $24.5bn |
| Net income | $6.5bn | $7.0bn | $6.4bn | $6.7bn | $7.1bn |
| Stock-based pay | $88.0m | $99.0m | $107.0m | $118.0m | $142.0m |
| Buybacks | $7.3bn | $6.3bn | $705.0m | $1.5bn | $2.7bn |
| Dividends | $2.8bn | $3.2bn | $3.2bn | $3.2bn | $3.2bn |
| Diluted shares | 655m | 624m | 610m | 609m | 596m |
Educational only, not investment advice. Figures are as filed with the SEC: pay from the proxy's pay-versus-performance table, capital allocation from 10-K XBRL data, insider trades from Form 4s over the last six months, events from the last 5 years of filings. The peer group is the one the company chose. See the method.