UP: Vena, Whited, McCarthy to Split CEO, President and Chair Posts

Effective Aug. 14, Jim Vena (left) becomes CEO and member of the Board; Beth Whited, President; and Mike McCarthy (second from right), Board Chair. Lance Fritz, UP Chairman, President and CEO, has stepped down.

Effective August 14, 2023, Union Pacific Chairman, President and CEO Lance Fritz’s responsibilities will be split three ways: Jim Vena will return to UP as Chief Executive Officer and a member of the Board. Executive Vice President, Sustainability and Strategy and Chief Human Resources Officer Beth Whited becomes President, reporting to Vena.  Mike McCarthy, UP’s lead independent director, becomes Chairman of the Board. UP announced these changes during its second-quarter 2023 earnings call.

Under the ”Fritz Split,” as some are calling it, Vena, Whited and McCarthy will assume their new positions starting Aug. 14. As new CEO and Board member, Vena will oversee operations, finance, marketing and sales, supply chain, and technology. He is returning to UP after serving as its Chief Operating Officer from 2019 to 2020 and as a Senior Advisor to the Chairman in 2021. Prior to that, Vena spent four decades at CN, starting his career as a brakeman and rising through the ranks to senior management positions across operations, marketing and sales. He served most recently as Executive Vice President and Chief Operating Officer from 2013 to 2016. (Vena decided not to pursue returning to CN as President and CEO to replace the retiring JJ Ruest in 2021.)

Vena is a member of the FedEx Board of Directors, where he serves on the Audit and Finance and Governance, Safety and Public Policy committees, and of DCLI (Direct ChassisLink, Inc.), a privately held company, where he serves as Chair of the Audit Committee.

“One of the most vital characteristics we considered as we conducted the search to identify the next CEO was extensive railroad operating experience,” said McCarthy, UP’s lead independent director, who was has been elected Chairman of the Board. “Jim has that and more. After a comprehensive search process, the Board unanimously determined that his track record of operating excellence was unparalleled, and he is the right candidate for the job.

“In addition to his 40-plus year career with CN, Jim knows Union Pacific’s operations firsthand, demonstrates the ability to deliver strong results, and is passionate about returning to the Union Pacific team. Under Jim’s leadership, the Board looks forward to continued success driving safety and service improvements, generating greater shareholder returns, and creating value for all stakeholders.”

“I am excited about returning to Union Pacific and look forward to the journey to be the safest, most reliable and most efficient railroad in the industry,” Vena said. “Working closely with the entire team, my focus from day one will be to ensure the company delivers industry-leading customer and operating excellence, cultivates and empowers our employees, and cares for the communities in which we operate. These efforts will generate strong shareholder returns.”

Beth Whited, who has served as Executive Vice President, Sustainability and Strategy and Chief Human Resources Officer since February 2022 and was named one of Railway Age’s 2021 Women in Rail honorees, will be responsible for strategy, workforce resources, sustainability, law, corporate relations and government affairs functions in her new role as President, reporting to Vena. She will be UP’s first woman president in the railroad’s history.

Since joining UP in 1987, Whited has held a variety of executive roles in Strategic Planning, Investor Relations, Finance, and Marketing and Sales, including President of subsidiary Union Pacific Distribution Services. In her current role, she has helped lead the development and implementation of UP’s strategic vision and overseen its sustainability initiatives, guiding the railroad’s efforts to reach net zero by 2050. She served previously as Chief Human Resource Officer, Executive Vice President and Chief Human Resource Officer, and Executive Vice President and Chief Marketing Officer. She also led the Chemicals business for four years and was Vice President of the railroad’s National Customer Service Center.

Whited is a member of the Board of Directors of RPM International Inc., where she serves on the Compensation Committee. She is also a member of the Humanities Nebraska Board, the Omaha Symphony Board and the Aksarben Foundation Board of Governors. She was a founding member and former President of UP’s LEAD (Lead, Educate, Achieve, Develop) women’s initiative.

“Beth has been key to Union Pacific’s transformation over many years across numerous functions,” McCarthy said. “Her award-winning work driving sustainability and workforce development helped the company advance its culture and distinguish itself from peers.”

“I care deeply about the Union Pacific team and the many stakeholders who rely upon us,” Whited said. “I am very proud of what we stand for and am looking forward to continuing my career at a company that has been transformational to our world and my life. I look forward to working with Jim and the rest of our team as we strive to make Union Pacific one of the strongest franchises in America.”

“The Board is grateful to Lance for his leadership over the last eight years,” McCarthy said. “Lance successfully positioned Union Pacific for long-term success, and we wish him the very best in his next chapter.”

Lance Fritz commented: “I’d like to express my deep appreciation to the stakeholders of Union Pacific for giving me the privilege of leading this historic company for the past eight years. I am pleased by the progress we’ve made together to enhance value for our stakeholders and chart a strong path forward. I welcome Jim back to Union Pacific and am confident that we have the right leaders to advance the hard work under way.”

UP announced on Feb. 26 that an “active leadership succession planning process” was under way, countering Soroban Capital Partners, which in a 43-page presentation to UP’s Board, said Jim Vena should replace Lance Fritz immediately. “Following discussions between the Board and Mr. Fritz regarding the path for identifying Union Pacific’s next CEO, in March 2022 the Board engaged a leading outside consultant and subsequently formed a task force of directors composed of each of the Board committee chairs in November 2022,” the railroad reported. “The Board is seeking a CEO with a strong track record of success and expertise across safety, operational excellence, enhancing and driving customer service, innovation, employee culture and sustainability. The Board is focusing the process on highly qualified candidates both within the industry and adjacent industries to identify a CEO capable of leading the company for a long-term tenure. The Board expects to name a successor who will assume the position in 2023.”

Board Changes

Also on July 26, UP announced the appointment of Doyle Simons, former President and CEO of Weyerhaeuser, and John Wiehoff, former Chairman, President and CEO of C.H. Robinson, to its Board of Directors, effective immediately.

“The additions of Doyle and John are a continuation of the Board’s ongoing refreshment process to ensure we have the right mix of skills and expertise to advance the company’s strategic and operational objectives,” Mike McCarthy said. “Both new directors bring impressive track records leading public companies as chief executives, serving on public company Boards, and experience partnering with Union Pacific. We look forward to their contributions as we collectively focus on enhancing value for all of our stakeholders.”

The UP Board has also formed a new Safety and Service Quality Committee, which the railroad said will have responsibility for reviewing, evaluating and monitoring compliance with safety programs and providing oversight of the company’s service performance. Director Jane Lute will lead this new committee.

Additionally, Director Sheri Edison has been named Chair of the Corporate Governance, Nominating and Sustainability Committee, effective Aug. 14, UP said.

Following the appointments of Simons and Wiehoff, the Board now comprises 12 directors, 11 of whom are independent and 4 of whom have been added since 2021.