Independent
Tenure on this board
4.5 yrs
Also a director at
Cardinal Health Inc (CAH)
11 nominees · 3 ballot items.
Election of eleven directors; Ratification of Deloitte & Touche LLP as independent registered public accounting firm for 2026; Advisory (non-binding) vote to approve named executive officer compensation (say-on-pay).
Election of eleven (11) director nominees, each to serve for a one-year term until their successors are elected and qualified.
Shareholders are asked to ratify the Audit Committee’s appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for 2026.
Non-binding, advisory (say-on-pay) resolution requesting shareholder approval of the compensation of the Company’s Named Executive Officers as disclosed in the proxy materials.
This advisory say-on-pay proposal asks shareholders to approve the Company’s named executive officer (NEO) compensation as disclosed in the CD&A and related compensation tables. Management’s program emphasizes pay-for-performance: a large majority of NEO target pay is variable and performance-based (annual incentive tied to operating income, operating ratio and safety metrics, plus a strategic scorecard; long-term incentives weighted toward PSUs tied to three-year ROIC and relative operating income growth and stock options). The Compensation and Talent Committee argues these elements align executives’ interests with shareholders, support retention, and reward delivery on safety, service and financial metrics; the Committee also engaged independent advisors and updated peer groups and PSU targets in 2025. The Board cites recent strong shareholder support (approximately 94% in 2025) and robust governance features (stock ownership guidelines, recoupment policy, no tax gross-ups, no hedging/pledging) to justify recommending FOR. Potential concerns for investors include the heavy weighting to equity (sensitivity to TSR), the use of relative and absolute metrics (which can interact to produce capped payouts), and the within-period adjustments (e.g., fuel adjustments to operating ratio) that can affect payouts. The advisory vote is non-binding, but the Board and Compensation Committee state they will consider the voting outcome in future compensation decisions and shareholder engagement. In evaluating the merits, an analyst should weigh the program’s clear link to operational and safety metrics and multi-year ROIC targets against residual governance and design questions (e.g., incentive caps, relative metric capping rules, and retention provisions). Overall, management frames the program as disciplined, benchmarked to peers, and calibrated to drive long-term shareholder value while addressing safety and service objectives; shareholders will use the advisory vote to signal satisfaction or concern with that design.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | VANGUARD CAPITAL MANAGEMENT LLC | 6.49% | 38,555,904 | $9.4B |
| 2 | Capital World Investors | 4.56% | 27,072,234 | $6.6B |
| 3 | STATE STREET CORP | 4.48% | 26,587,866 | $6.5B |
| 4 | BlackRock, Inc. | 2.85% | 16,915,938 | $4.1B |
| 5 | Capital Research Global Investors | 2.85% | 16,906,409 | $4.1B |
| 6 | VANGUARD PORTFOLIO MANAGEMENT LLC | 2.43% | 14,444,761 | $3.5B |
| 7 | GEODE CAPITAL MANAGEMENT, LLC | 2.35% | 13,956,362 | $3.4B |
| 8 | BlackRock, Inc. | 2.22% | 13,195,218 | $3.2B |
| 9 | BANK OF AMERICA CORP /DE/ | 1.35% | 7,998,212 | $1.9B |
| 10 | MORGAN STANLEY | 1.33% | 7,869,253 | $1.9B |
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