By Julie Sneider, Senior Associate Editor
As more corporations pursue environmental, social and governance (ESG) policies, many are setting goals for gender equity or parity on their boards of directors. In the United States, women hold 28.9% of board seats as of first-quarter 2023, a 0.5% increase from the previous quarter, according to an annual report by the advocacy group 50/50 Women on Boards.
“Positively, 41.4% of the 626 new director appointments [in Q1 2023] were women, reflecting progress similar to Q2 2022 and significantly surpassing the preceding two quarters,” the latest 50/50 report states. 50-50 Women on Boards Gender Diversity Index™ reports on the gender composition of corporate boards on the Russell 3000 Index.
In Canada, women now hold one-third of corporate board seats, according to an analysis by ISS Corporate Solutions Inc., an ESG advisory firm. By sector, both studies found that companies in the utility business have the highest proportion of directorships held by women — 39% in Canada and 34% in the United States.
North American Class Is are no exception in adding female board directors. All five Class Is governed by their own boards have increased the number of female directors in recent years.
And as of 2022, three of those five railroads’ boards — Canadian Pacific Kansas City (CPKC), CN and Norfolk Southern Railway — are chaired by women.
A sixth Class I, BNSF Railway Co., is owned by Berkshire Hathaway Inc. and does not have its own board. However, BNSF was the first Class I to employ a female president and CEO: Katie Farmer was promoted to the company’s top leadership post in January 2021.
In 2012, when Progressive Railroading last examined the gender makeup of Class I boards, the total number of female directors was nine across six railroads; Canadian Pacific and Kansas City Southern merged to form CPKC earlier this year. Today, across the five railroads including CPKC, there are 21 female directors.
Research into why gender parity or equity matters at the director level has shown that corporations are more effective at decision-making and companies perform better when there’s gender diversity at the board level.
Research also shows that the railroad industry has a long way to go in achieving gender parity. In 2020, women accounted for just 7.4% of all rail workers in the United States, citing the U.S. Bureau of Labor Statistics. The Federal Railroad Administration has identified gender diversity as a workforce challenge for the rail industry.
As part of their ESG goals, several Class Is are aiming for gender parity. For example, in its 2023 proxy statement, CSX states: “To ensure that the [CSX board’s] Governance and Sustainability Committee’s commitment to diversity is reflected in our director qualifications and selection policies, the board recently amended the CSX Corporate Governance Guidelines to specify that such committee will instruct any third-party search firm to use its best efforts to include qualified candidates who reflect diverse backgrounds, including, but not limited to, diversity of race, ethnicity, national origin and gender.”
And in its 2023 proxy statement, CPKC — which as CP adopted a board diversity policy in 2020 — stated the following: “The company recognizes board member diversity as a critical component of objective oversight and continuous improvement. As of Dec. 31, 2022, four of the nine directors were women.”
In March, Union Pacific Railroad announced it achieved for the first time a majority diverse board at 60%. Four of the board’s 10 directors are female.
Following is a summary of female directors serving on the five Class Is that have corporate boards.
Canadian Pacific Kansas City
Canadian Pacific and Kansas City Southern officially combined April 14 to form CPKC. Of the Class I’s 13 board members, five are female. In 2022, four of CP’s nine board members were female. Janet Kennedy, a KCS board member, was appointed to the CPKC board and is up for election at the merged company’s shareholders meeting in June.
• Isabelle Courville joined CP’s board in 2013 and was elected chair in 2019. She was the first woman to chair a Class I. An engineer and a lawyer by training, Courville served as president of Hydro‐Quebec Distribution and Hydro‑Quebec TransEnergie. She has over 20 years of experience in the Canadian telecommunications industry.
Isabelle Courville joined Canadian Pacific’s board in 2013 and was elected chair in 2019. She was the first woman to chair a North American Class I. cpkcr.com• Jill Denham joined the board in 2016 and is a member of the Audit and Finance Committee and Management Resources and Compensation Committee. Her background includes vice-chair of retail markets (2001 through 2005) at Canadian Imperial Bank of Commerce (CIBC) and managing director, head of commercial banking and e-commerce at CIBC Wood Gundy (1999 to 2001).
• Janet Kennedy was named to the KCS board in 2017. She is one of four directors from KCS nominated to serve on the merged railroad’s board. Kennedy is former VP of North America regions and Google Cloud at Google, and previously held senior leadership roles at Ernst & Young and Microsoft Corp.
• Jane Peverett chairs the CPKC Audit and Finance Committee and is a member of the Corporate Governance, Nominating and Social Responsibility Committee. She joined CP’s board in 2016. Peverett was president and CEO of British Columbia Transmission Corp. from 2005 to 2009, and VP of corporate services and chief financial officer from 2003 to 2005.
• Andrea Robertson joined CP’s board in 2019. On CPKC’s board, she’s a member of the CP-KCS Integration Committee; Corporate Governance, Nominating and Social Responsibility Committee; and the Management Resources and Compensation Committee. Robertson is president and CEO of STARS Air Ambulance.
CN
Six of CN’s 11 board directors are female. The company is the first and only Class I where women have a majority on the board. CN met its goal of gender parity on its board in 2021, one year ahead of schedule.
• Shauneen Bruder joined the board in 2017 and was elected chair in 2022. Until her retirement in October 2019, she was EVP of operations at the Royal Bank of Canada.
Shauneen Bruder joined CN’s board in 2017 and was elected chair in 2022. cn.ca• Jo-ann dePass Olsovsky was appointed to CN’s board in 2021. She has more than 37 years of experience in technology, infrastructure operations and railroading. Now retired, she most recently served as EVP and CIO of Salesforce. At CN, she is a member of the Audit, Finance and Risk Committee and the Human Resources and Compensation Committee.
• Denise Gray joined the board in 2021. She serves on the Audit Finance and Risk Committee and chairs the Governance, Sustainability and Safety Committee. She is director of external affairs and government relations, North America, at LG Energy Solution Michigan Inc.
• Susan Jones became a CN director in 2022 and serves on the Human Resources and Compensation Committee and Pension and Investment Committee. She was a C-suite executive at Nutrien when she retired in December 2019 after 15 years with the company.
• Margaret A. McKenzie, a CN director since 2020, has more than three decades of experience in the energy sector serving in management, finance, accounting, compensation and corporate governance. At CN, she chairs the Audit, Finance and Risk Committee and serves on the Governance, Sustainability and Safety Committee and Pension and Investment Committee.
• Tracy Robinson has been president and CEO of CN since 2022. She is the first woman to lead the company and is the second woman to become the top executive of a Class I.
CSX
Three of 11 CSX board directors are female.
• Donna Alvarado, a director since 2006, serves on the board’s audit and compensation and talent management committees. She is founder and president of Aguila International, a business consulting firm that specializes in human resources and leadership development.
• Linda Riefler, a director since 2017, chairs the Governance and Sustainability Committee and serves on the compensation, talent management and executive committees. She is former chair of global research at Morgan Stanley.
• Suzanne Vautrinot, a director since 2019, serves on the audit and governance and sustainability committees. She retired from the U.S. Airforce in 2013 after a 31-year career.
Norfolk Southern Corp.
Three of the company’s 13 board directors are women.
• Amy Miles was named the board’s independent chair on May 1, 2022, and has been a director since 2014. Miles served as CEO of Regal Entertainment Group Inc. from 2009 until it was acquired in March 2018. At NS, she chairs the Executive Committee and serves on the Governance and Nominating Committee.
Amy Miles was named Norfolk Southern Railway’s independent chair on May 1, 2022, and has been a director since 2014. nscorp.com• Marchela Donadio has been a director since 2016. She chairs the Audit Committee and serves on the finance and risk management and executive committees. Donadio is a certified public accountant and a retired partner of Ernst & Young LLP.
• Jennifer Scanlon joined as a director in 2018 and serves on the human capital management and compensation, governance and nominating, and safety committees. Since Sept. 30, 2019, she has been president, CEO and director of UL Solutions (formerly UL Inc.).
Union Pacific Corp.
Four of the company’s 10 board members are women.
• Sheri Edison joined the board in 2021 and serves on the compensation and benefits, and corporate governance committees. She’s a former EVP and general counsel of Amcor plc.
• Teresa Finley was elected to the board in 2022 and serves on the finance, and compensation and benefits committees. She is a former chief marketing and business services officer for United Parcel Service Inc.
• Deborah Hopkins has been on the board since 2017 and serves on the finance (as chair) and audit committees. She is the former CEO of Citi Ventures.
• Jane Lute joined the board in 2016 and serves on the audit, corporate governance and nominating committees. Lute is president and CEO of SICPA, North America.
