Canadian Pacific Kansas City Ltd 10-K/A, filed Apr 23, 2026

About this 10-K/A

Canadian Pacific Kansas City Ltd (CP)

10-K/A 2026-04-23 For: 2025-12-31

View Original

Added on April 23, 2026

Large accelerated filer

Accelerated filer

Non-accelerated
filer

Smaller reporting company

Emerging growth company

Canadian Pacific Kansas City Ltd filed this 10-K/A on April 23, 2026, covering the fiscal year ended December 31, 2025.

Search and read filings like this one from Claude or ChatGPT with the SEC filings MCP server →


Canada		98-0355078
(State or Other Jurisdiction of Incorporation or Organization)		(IRS Employer Identification No.)

7550 Ogden Dale Road S.E. Calgary , Alberta , Canada		T2C 4X9
(Address of Principal Executive Offices)		(Zip Code)


Title of Each Class	Trading Symbol(s)	Name of Each Exchange on which Registered
Common Shares, without par value, of Canadian Pacific Kansas City Limited	CP	New York Stock Exchange
Common Shares, without par value, of Canadian Pacific Kansas City Limited	CP	Toronto Stock Exchange
Perpetual 4% Consolidated Debenture Stock of Canadian Pacific Railway Company	CP/40	New York Stock Exchange
Perpetual 4% Consolidated Debenture Stock of Canadian Pacific Railway Company	BC87	London Stock Exchange


PART III

Item 10	Directors, Executive Officers and Corporate Governance	1

Item 11	Executive Compensation	12

Item 12	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters	53

Item 13	Certain Relationships and Related Transactions, and Director Independence	54

Item 14	Principal Accounting Fees and Services	55



Our Director Nominees	Tenure		Age


	Less than 4 years	6	55-64	6

	5 to 10 years	7	65-74	7

	11+ years	1	75+	1


	Independence		Gender
	93%	of our director nominees are independent	36%		of our director nominees are women

	Board Refreshment		Ethnicity
	six	new directors over the past 3 years	21%		of our director nominees are ethnically diverse


OVERALL 2025 ATTENDANCE⁽²⁾		100%

Meeting Attendance

Board	7 of 7	100%
Audit and Finance	10 of 10	100%
Governance	4 of 4	100%
Compensation	5 of 5	100%
Risk and Sustainability	3 of 3	100%
Integration	4 of 4	100%


OVERALL 2025 ATTENDANCE		100%

Meeting Attendance

Board	7 of 7	100%
Compensation	5 of 5	100%
Risk and Sustainability (Chair)	3 of 3	100%


OVERALL 2025 ATTENDANCE⁽¹⁾		86%

Meeting Attendance

Board	7 of 7	100%
Governance (Chair)	3 of 4	75%
Risk and Sustainability	2 of 3	67%


Compensation Discussion & Analysis			13
Our Approach to Executive Compensation			14
Compensation Governance			17
Compensation Program			22
2025 Executive Compensation			23
Named Executive Officer Profiles			32
Share Performance			37


Executive Compensation Details		38
Summary Compensation Table		38
Incentive Plan Awards		41
Retirement Plans		45
Termination and Change in Control		48
CEO Pay Ratio		49


Class I Railroads	North American Capital-Intensive Companies

BNSF Railway Company	Air Canada	Enbridge Inc.	Suncor Energy Inc.

Canadian National Railway Company	Barrick Mining Corporation	FedEx Corporation	TC Energy Corporation

CSX Corporation	BCE Inc.	Nutrien Ltd.	TELUS Corporation

Norfolk Southern Corporation	Canadian Natural Resources Ltd.	Old Dominion Freight Line Inc.	United Parcel Service Inc.

Union Pacific Corporation	Cenovus Energy Inc.	Republic Services Inc.


Executive Level	Ownership requirement (as a multiple of base salary)	In 2024, CPKC increased the share ownership requirements for the CEO, as well as the Executive Vice-President and Senior Vice-President levels.
CEO	7x
Executive Vice-President	5x
Senior Vice-President	3x
Vice-President	1.5 to 2x
Senior management	1x



Executive	Requirement (as a multiple of salary)	Minimum ownership value ($)⁽¹⁾	Shares ($)⁽²⁾	Deferred share units ($)⁽²⁾	Total ownership value ($)⁽²⁾	Total ownership (as a multiple of salary)

Keith Creel	7x	12,952,170	10,069,948	16,898,066	26,968,014	14.57x

Nadeem Velani	5x	5,305,265	321,699	7,515,955	7,837,654	7.39x

John Brooks⁽³⁾	5x	5,084,926	1,519,927	1,743,221	3,263,148	3.21x

Mark Redd	5x	5,040,382	2,754,865	2,773,724	5,528,589	5.48x

James Clements	5x	3,128,395	1,479,987	4,012,744	5,492,731	8.78x



Compensation Committee advisor FW Cook		Management Compensation advisor Laulima Consulting

• Compensation Committee retains FW Cook to act as an independent compensation advisor, attending committee meetings (unless otherwise requested by the Committee Chair) • Compensation Committee approves all compensation-related fees and work performed by FW Cook		• Management engages Laulima Consulting to provide analysis and advice on compensation-related matters



	2025				2024

	Committee advisor		Management advisor		Committee advisor		Management advisor

Fees	FW Cook⁽¹⁾		Laulima Consulting		FW Cook		Laulima Consulting

Executive compensation-related fees		$63,565		$78,808		$58,158		$ 52,453

All other fees⁽²⁾		$ 0		$ 0		$ 0		$209,810

Total fees		$63,565		$78,808		$58,158		$262,263



Element	Purpose	Risk mitigating features	Why it is important

Salary Fixed cash (see page 23)	• competitive level of fixed pay to reflect scope of responsibilities and market data • reviewed annually	• benchmarked against our comparator group to ensure market competitiveness	• attract and retain talent • no automatic or guaranteed increases to promote a performance culture

Short-term incentive Variable cash bonus (see page 23)	• performance-based incentive to reward achievement of annual corporate and individual objectives to attract and retain highly qualified leaders • established target awards based on level of employee; all non-union employees are eligible for STIP (approximately 5,000 employees in 2025)	• year-end performance is measured against predetermined, approved targets • actual payouts are based on the achievement of corporate and individual objectives • payouts range from 0 percent to a maximum of 200 percent of target awards	• motivate high corporate and individual performance • performance metrics are aligned to the Company’s strategic plan and approved annually • align personal objectives with area of responsibility and role in achieving financial, safety and operating results

Long-term incentive Performance share units (see page 26)	• equity-based incentive to align with shareholder interests and focuses on three-year performance • accounts for 60 percent of an executive’s long-term incentive award • vests after three years	• use predefined return and financial metrics • the number of units that vest is based on a performance factor that is capped • no guarantee of a minimum payout	• focuses the leadership team on achieving challenging medium-term performance goals • payout based on share price and company performance • attract and retain highly qualified leaders

Long-term incentive Stock options (see page 26)	• equity-based incentive to align with long-term performance and growth in share price • accounts for 40 percent of an executive’s long-term incentive award • vests over four years, term is seven years	• focuses on appreciation in our share price, aligning with shareholder interests • only granted to senior management and executives	• focuses the leadership team on creating sustainable long-term value

Deferred compensation Deferred share units (see page 46)	• encourages share ownership while aligning management interests with growth in shareholder value • executives and senior management can elect to receive their short-term incentive and their annual PSU grant in DSUs if they have not yet met their share ownership requirement • company provides a 25 percent match of the deferral amount in DSUs, subject to a cap	• deferral limited to the amount required to meet the executive’s share ownership guidelines • helps retain key executive talent • matching DSUs vest after three years and matching performance DSUs vest immediately	• sustained alignment of executive and shareholder interests because the value of DSUs is tied directly to our share price • cannot be redeemed for cash until a minimum of six months after the executive leaves the Company

Pension Defined contribution and defined benefit pension plans (see page 45)	• pension benefit based on pay, age and service and is competitive with the market • supplemental plan for senior management and executives	• balances risk management of pay packages that have a high percentage of variable pay	• attract and retain highly qualified leaders

Perquisites Flexible spending account (see page 39)	• market competitive benefit to support health and well-being	• capped perquisites for the CEO and executives	• attract and retain highly qualified leaders



Executive	2025 (in USD)	percent change from 2024	2024 (in USD)

Keith Creel	1,350,000	0%	1,350,000

Nadeem Velani	775,000	3%	750,000

John Brooks	742,000	3%	718,000

Mark Redd	735,500	3%	712,000

James Clements	457,000	4%	440,356


Purpose		• performance-based incentive to achieve predefined annual corporate and individual performance goals that are tied directly to our strategy and operational objectives
Term		• measure performance over a one-year period
Payout		• corporate performance is assessed against financial and safety measures • individual performance is assessed based on individual performance objectives • awards are pro-rated for eligibility in calendar performance year and can range from 0 to 200 percent of base salary • cash awards are paid out in February following the performance year
Restrictions		• must meet minimum level of corporate and individual performance; no payment is made if corporate performance is below a specified hurdle rate • performance modifier for each metric and actual award is capped at 200 percent of target for exceptional performance to limit payout and excessive risk-taking


Performance measure (Weighting)	Why the measure is important	Threshold (50%)	Target (100%)	Maximum (200%)	2025 STIP Result	Score

Financial measures

STIP Operating ratio (35%)⁽¹⁾⁽²⁾ Operating expenses divided by total revenues	Focuses the Company on growth at a low incremental cost	61.3%	60.4%	59.3%	60.4%		100%

STIP Operating income (35%)⁽¹⁾⁽³⁾ ($ millions) Total revenues less total operating expenses	Highlights the importance of revenue growth to our corporate strategy	6,024	6,216	6,528	6,112		73%

Safety measures⁽⁴⁾

FRA Train Accident Frequency (15%) Number of FRA-reportable train accidents per million train-miles	The Company is an industry leader in rail safety and we are more focused than ever on protecting our people, our communities, the environment and our customers’ goods	1.35	1.21	0.99	0.85		200%

FRA Personal Injury Frequency (15%) Number of FRA-reportable injuries per 200,000 employee-hours	We make the safety of our employees our top priority	1.14	1.08	1.00	0.92		200%

Corporate performance factor for NEOs							121%


	Performance share units (60% weighting)	Stock options (40% weighting)

Purpose	• notional share units to align compensation with medium-term financial and market objectives	• equity-based compensation to align executives with long-term performance of our shares and business

Term	• three years	• seven years

Vesting	• the number of units that vest is based on performance over a three-year period • cliff vest at the end of three years to the extent performance vesting conditions are met and Board approves	• vest 25 percent annually over four years beginning on the first anniversary of the grant date

Payout	• paid out in cash based on units vested and the average closing share price for the 30-trading days prior to the end of the performance period on the TSX or NYSE • may be paid out in shares at the discretion of the CEO • accumulates quarterly dividends, subject to forfeiture on PSUs that do not vest • no guarantee of a minimum payout • if performance is exceptional on all measures the Board may approve a payout of up to 250 percent	• right to buy Company shares at a specified price after vesting • does not attract dividends • only have value if our share price increases above the exercise price

Restrictions	• must achieve threshold performance level on a measure otherwise the payout factor for that measure is zero and a portion of the award is not paid out	• no exercises can be made during a blackout period • financial assistance is not provided to facilitate the purchase of shares under the stock option plan

Assignment	• not permitted other than by operation of law	• options will continue to vest and expire on the scheduled expiry date if the holder’s employment ends due to permanent disability. If an option holder dies, the options will expire 12 months following the date of death and may be exercised by the holder’s estate. • can only be assigned to the holder’s family trust, holding corporation or retirement trust, or a legal representative of a holder’s estate or a person who acquires the holder’s rights by bequest or inheritance
Termination Provisions

Resignation	• all units forfeited	• 30 days to exercise any vested options; unvested options are forfeited

Retirement	• units continue to vest provided the unit holder meets the retirement age and service requirements and has a minimum participation period of six months during the performance period	• options continue to vest provided the option holder meets the retirement age and service requirements, and expire on the earlier of five years from retirement or the original expiry date

Termination without Cause	• pro-rated to termination date with payout based on actual performance as long as unit holder has a minimum of six months of service in the performance period	• six months to exercise vested options; unvested options continue to vest for six months following termination date

Termination with Cause	• all units forfeited	• all options forfeited

Change of Control	• if a PSU unit holder is terminated without cause following a change of control, PSUs granted prior to the change of control vest as of the termination date, and PSUs granted after the change of control are forfeited	• if the optionholder is terminated without cause following a change of control, then all options vest immediately⁽¹⁾



Performance measure	Weighting		Rationale

Free Cash Flow⁽¹⁾ (three year cumulative)		60%	Incentivizes strong free cash flow generation and disciplined capital reinvestment to support the Company’s growth strategy and in turn generate shareholder value

Relative TSR - S&P/TSX 60 (includes a relative Class I Railroad TSR modifier)		20%	Compares our TSR on the TSX relative to the Canadian market and aligns long-term incentive compensation with long-term shareholder interests; includes a relative Class 1 Railroad TSR modifier

Relative TSR - S&P 500 Industrials (includes a relative Class I Railroad TSR modifier)		20%	Compares our TSR on the NYSE relative to a large group of U.S. industrial companies and aligns long-term incentive compensation with long-term shareholder interests; includes a relative Class I Railroad TSR modifier



		As a percent of the number of shares outstanding

Maximum number of shares that, together with any other share compensation arrangement, may be reserved for issuance to insiders as options		10%

Maximum number of shares that may be issued under the option plan and any other share compensation arrangements to insiders in a one-year period		10%

Maximum number of shares that may be issued under the option plan and any other share compensation arrangements to any insider in a one-year period		5%
		As a percent of the number of shares outstanding at the time the shares were reserved

Maximum number of shares that may be reserved for issuance to any person as options		5%



as at December 31	2023		2024		2025
Number of options granted		856,332		817,609		967,335
Weighted number of shares outstanding		931,320,259		932,956,058		916,159,449
Burn rate		0.09%		0.09%		0.11%



as at December 31, 2025	Number of options/shares		Percent of outstanding shares

Options outstanding		5,273,259		0.58%

Options available to grant		20,116,417		2.20%

Shares issued on exercise of options		1,395,289		0.15%

Options granted		967,335		0.11%


Year⁽¹⁾	Compensation awarded ($)		Realized and realizable value of compensation as at December 31, 2025 ($)		Period		Value of $100
							Keith Creel		Shareholder
							($)		($)

2023		19,417,513		12,823,907		Jan 1, 2023 to Dec 31, 2025		66		102

2024		22,487,795		15,057,987		Jan 1, 2024 to Dec 31, 2025		67		98

2025		24,451,289		16,945,743		Jan 1, 2025 to Dec 31, 2025		69		98



Nadeem S. Velani		Executive Vice-President and Chief Financial Officer



John K. Brooks		Executive Vice-President and Chief Marketing Officer



Mark A. Redd		Executive Vice-President and Chief Operating Officer



2025 Performance highlights:		2025 Compensation:
• executed CPKC’s Precision Scheduled Railroading model by delivering a four percent increase in operating workload as measured by gross ton-miles, improved train weights and train lengths by three percent respectively, and reduced average terminal dwell by one percent. • again, achieved industry-leading safety results as FRA-reportable train accident frequency decreased 16 percent to 0.85. FRA-reportable personal injury frequency decreased three percent to 0.92. • successfully put 100 new Tier 4 locomotives into service as part of the capital investment program focused on safety and efficiency initiatives. • CPKC’s engineering team achieved industry recognition with the Canadian Consulting Engineering Award for pioneering an AI powered, satellite-based waterbody monitoring system, strengthening risk management and asset resilience. • labour stability remained in 2025 with no labour disruptions experienced during the year.



James D. Clements		Executive Vice-President Strategic Planning and Corporate Services



2025 Performance highlights:		2025 Compensation:
• managed the ongoing integration of Canadian Pacific (“CP”) and Kansas City Southern (“KCS”) in compliance with the Surface Transportation Board’s oversight period. Integrated CP and KCS systems under one unified platform. • developed the company’s advocacy and communications activities regarding rail industry consolidation in the United States. • led a successful sale of CPKC’s interest in the Panama Canal Railway Company. • supported facility and industrial development projects across the network, including the Americold facility in Kansas City, multiple grain facility upgrades, and a new police detachment in Laredo, Texas. • formed a joint venture with CSX to produce hydrogen locomotives. Continued successful mainline testing and revenue generation further supports the viability of hydrogen-hybrid locomotives as a potential long-term replacement to diesel. • drove mainline train accident reductions through continued deployment of wayside systems and data analytics algorithms.


as at December 31	2021		2022		2023		2024		2025
CPKC TSR (C$)		104		116		122		122		119
CPKC TSR (US$)		105		109		117		108		110
S&P/TSX Composite Index (C$)		125		118		132		160		211
S&P 500 Index (US$)		129		105		133		166		196
TDC ($ thousands)^(I)		41,754		28,917		62,384		47,677		48,137


									Non-equity incentive plan compensation
Executive and principal position	Year		Salary ($)⁽¹⁾		Share-based awards ($)⁽²⁾		Option-based awards ($)⁽³⁾		Annual incentive plan ($)⁽⁴⁾		Long-term incentive plan (S)		Pension values ($)⁽⁵⁾		All other compensation ($)⁽⁶⁾		Total ($)

Keith E. Creel		2025		1,887,030		12,022,313		6,780,204		3,761,742		-		875,761		328,769		25,655,819
President and Chief		2024		1,849,230		9,536,478		6,358,812		4,743,275		-		726,586		358,221		23,572,602
Executive Officer		2023		1,822,095		8,262,088		5,506,930		3,826,400		-		302,762		359,277		20,079,552

Nadeem S. Velani		2025		1,119,750		2,714,432		1,809,626		1,228,169		-		373,846		69,053		7,314,876
Executive Vice-President		2024		1,002,660		2,595,541		1,730,790		1,755,993		-		314,338		69,613		7,468,935
and Chief Financial		2023		937,694		7,798,752		1,512,387		1,415,327		-		173,485		87,520		11,925,165
Officer

John K. Brooks		2025		1,032,974		2,383,098		1,588,702		1,200,522		-		181,632		113,895		6,500,823
Executive Vice-President		2024		978,722		2,361,117		1,574,366		1,679,354		-		215,788		109,307		6,918,654
and Chief Marketing		2023		902,475		6,405,874		1,390,716		1,385,298		-		449,531		108,024		10,641,918
Officer

Mark A. Redd		2025		1,023,975		2,344,144		1,532,798		1,190,005		-		212,526		125,410		6,428,858
Executive Vice-President		2024		970,675		2,337,922		1,519,567		1,665,321		-		122,310		103,664		6,719,459
and Chief Operating		2023		888,842		6,495,673		1,340,107		1,375,261		-		151,421		108,583		10,359,887
Officer

James D. Clements		2025		659,784		1,571,772		867,023		724,224		-		382,000		57,135		4,261,938
Executive Vice-President		2024		597,670		1,889,283		797,573		1,029,964		-		351,000		61,409		4,726,899
Strategic Planning and		2023		563,229		3,528,844		706,868		901,900		-		680,000		62,729		6,443,570
Corporate Services



	Accounting Valuation Methodology

2025 PSU awards	Valuation %		Grant date fair value (TSX / NYSE)

February 4, 2025		100%	$	110.28 / US$77.12

June 30, 2025		100%		US$79.27