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Chairman of the Board Cummins Inc. |
| Sincerely, | | | | |
| Jennifer Rumsey | | | ![]() ![]() | |
| Cummins Inc. | |
| ![]() ![]() DATE May | |
| ![]() ![]() TIME 11:00 a.m. Eastern Time | |
| ![]() ![]() RECORD DATE March | |
| VOTING | |
| ![]() ![]() BY THE INTERNET Visit the website noted on your proxy card to vote online | |
| ![]() ![]() BY TELEPHONE Use the toll-free telephone number on your proxy card to vote by telephone | |
| ![]() ![]() BY MAIL Sign, date, and return your proxy card in the enclosed envelope to vote by mail. | |
| | TABLE OF CONTENTS | | |
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| | IMPORTANT: If you hold your shares in a brokerage account, you should be aware that, due to New York Stock Exchange, or NYSE, rules, if you do not affirmatively instruct your broker how to vote within 10 days prior to our Annual Meeting, your broker will not be permitted to vote your shares (i) for the election of directors; (ii) on the advisory vote on the compensation of our named executive officers; (iii) on the | | |
| PROXY SUMMARY | | | CUMMINS | | | 1 | |
| WE WILL BE VOTING ON THE FOLLOWING MATTERS: | | | |||||||||
| Agenda Item | | | Voting Recommendation | | | More Information | | | |||
| 1. | | | Election of | | | FOR EACH NOMINEE | | | Page 16 | | |
| 2. | | | Advisory vote on the compensation of our named executive officers | | | FOR | | | Page | | |
| 3. | executive officers | ||||||||||
| | Ratification of independent public accountants | | | FOR | | | Page | | | ||
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| | Shareholder proposal regarding an independent | | | AGAINST | | | Page | | | ||
| | | Shareholder proposal regarding linking executive compensation to achieving 1.5°C | | | AGAINST | | | Page | | |
| | | | | | | | | Committee Memberships | | | | | | | | | | Committee Memberships | | ||||||||||||||||||||||||||||||||||||||
| | | | Age | | Director Since | | Audit | | | | Talent and Comp | | | | Finance | | | | Governance | | | | Safety Environment and Tech | | | | | Age | | Director Since | | Audit | | | | Talent and Comp | | | | Finance | | | | Governance | | | | Safety Environment and Tech | | ||||||||
![]() | | JENNIFER W. RUMSEY President and Chief Executive Officer, Cummins Inc. | | 49 | | 2022 | | | | | | | | | | | | | | | | | | | | | | JENNIFER W. RUMSEY Chair and Chief Executive Officer, Cummins Inc. | | 50 | | 2022 | | | | | | | | | | | | | | | | | | | | | ||||||
![]() | | N. THOMAS LINEBARGER Chairman of the Board and Executive Chairman, Cummins Inc. | | 60 | | 2009 | | | | | | | | | | | | | | | | | | | | | | GARY L. BELSKE Retired Deputy Managing Partner and Chief Operating Officer, Ernst & Young | | 67 | | 2022 | | | ![]() | | | | ![]() | | | | | | | | ![]() | | | | | | ||||||
![]() | | GARY L. BELSKE Retired Deputy Managing Partner and Chief Operating Officer, Ernst & Young | | 66 | | 2022 | | | ![]() | | | | | | | | | | | | ![]() | | | | | | | ROBERT J. BERNHARD Retired Vice President for Research, University of Notre Dame | | 71 | | 2008 | | | ![]() | | | | | | | | | | | | ![]() | | | | ![]() | | ||||||
![]() | | ROBERT J. BERNHARD Vice President for Research and Professor in the Department of Aerospace and Mechanical Engineering, University of Notre Dame | | 70 | | 2008 | | | ![]() | | | | | | | | | | | | ![]() | | | | ![]() | | | BRUNO V. DI LEO Managing Director, Bearing-North LLC | | 67 | | 2015 | | | | | | | | | | | ![]() | | | | ![]() | | | | ![]() | | ||||||
![]() | | BRUNO V. DI LEO Managing Director, Bearing-North LLC | | 66 | | 2015 | | | | | | | | | | | ![]() | | | | ![]() | | | | ![]() | | | DANIEL W. FISHER Chairman and Chief Executive Officer, Ball Corporation | | 51 | | 2023 | | | | | | | | | | | ![]() | | | | ![]() | | | | ![]() | | ||||||
![]() | | STEPHEN B. DOBBS Retired Senior Group President, Fluor Corporation | | 66 | | 2010 | | | ![]() | | | | | | | | | | | | ![]() | | | | ![]() | | | CARLA A. HARRIS Senior Client Advisor, Morgan Stanley | | 61 | | 2021 | | | | | | | ![]() | | | | ![]() | | | | ![]() | | | | | | ||||||
![]() | | CARLA A. HARRIS Senior Client Advisor, Morgan Stanley | | 60 | | 2021 | | | | | | | ![]() | | | | ![]() | | | | ![]() | | | | | | | THOMAS J. LYNCH Chairman, TE Connectivity Ltd | | 69 | | 2015 | | | | | | | ![]() | | | | ![]() | | | | ![]() | | | | | | ||||||
![]() | | THOMAS J. LYNCH Chairman, TE Connectivity Ltd | | 68 | | 2015 | | | | | | | ![]() | | | | ![]() | | | | ![]() | | | | | | | WILLIAM I. MILLER President, The Wallace Foundation | | 67 | | 1989 | | | ![]() | | | | ![]() | | | | | | | | ![]() | | | | | | ||||||
![]() | | WILLIAM I. MILLER President, The Wallace Foundation | | 66 | | 1989 | | | ![]() | | | | ![]() | | | | | | | | ![]() | | | | | | | KIMBERLY A. NELSON Retired Senior Vice President, External Relations, General Mills, Inc. | | 61 | | 2020 | | | ![]() | | | | | | | | | | | | ![]() | | | | ![]() | | ||||||
![]() | | GEORGIA R. NELSON Retired President and CEO, PTI Resources, LLC | | 73 | | 2004 | | | ![]() | | | | ![]() | | | | | | | | ![]() | | | | | | | KAREN H. QUINTOS Retired Chief Customer Officer, Dell Technologies Inc. | | 60 | | 2017 | | | ![]() | | | | | | | | | | | | ![]() | | | | ![]() | | ||||||
![]() | | KIMBERLY A. NELSON Retired Senior Vice President, External Relations, General Mills, Inc. | | 60 | | 2020 | | | ![]() | | | | | | | | | | | | ![]() | | | | ![]() | | | JOHN H. STONE President and Chief Executive Officer, Allegion plc | | 53 | | 2024 | | | ![]() | | | | | | | | | | | | ![]() | | | | ![]() | | ||||||
![]() | | KAREN H. QUINTOS Retired Chief Customer Officer, Dell Technologies Inc. | | 59 | | 2017 | | | ![]() | | | | | | | | | | | | ![]() | | | | ![]() | |
| 2 | | | CUMMINS | | | PROXY SUMMARY | |
| PROXY SUMMARY | | | CUMMINS | | | 3 | |
| 4 | | | CUMMINS | | | PROXY SUMMARY | |
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| Board Leadership • Annual assessment and determination of Board leadership structure • | | | Board Accountability • All directors are elected annually via majority voting standard • Our Board has adopted proxy access, shareholder right to call special meetings, and shareholder right to amend by-laws | | | Board Evaluation and Effectiveness • Board evaluation process led by Lead Director and facilitated by either Lead Director, Chief Legal Officer or third party (at discretion of Lead Director); facilitator schedules feedback call with each Board member annually; recommends any improvements or enhancements derived from evaluations • Annual feedback and evaluation session by each Committee Chair with its members on Committee performance; recommends any Committee improvements or enhancements | |
| Board Oversight of Risk & ESG • Our Board and its Committees exercise robust oversight of the company’s enterprise risk management program with dedicated time to review the top tier risks at every regular Board meeting • Our Board or its Committees review ESG strategies, risks and progress with dedicated time at every regular Board meeting | | | Shareholder Engagement • Board members routinely meet with top shareholders for conversations focused on our Board’s skill set and refreshment and its oversight of a variety of topics including company strategy, growth, risk management, governance and ESG issues | | | Board Refreshment and Diversity • • | |
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| | | | | NAMED TO THE | | | | | | | RANKED NO. | |
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| | | | | NAMED TO JUST CAPITAL’S RANKING OF | | | | | | | ONE OF 66 COMPANIES ON AMERICA’S TOP CORPORATIONS FOR WOMEN’S BUSINESS ENTERPRISES IN 2023 | |
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| | | | | RANKED NO. 3 IN THE AUTOMOTIVE AND COMPONENTS INDUSTRY IN NEWSWEEK’S ANNUAL RANKING OF AMERICA’S | | | | | | | |
| PROXY SUMMARY | | | CUMMINS | | | 5 | |
| • market positioning | | | • pay at risk | | | • simple and transparent | |
| • short-term/long-term mix | | | • retention | | | • alignment with shareholders’ interests | |
Compensation Element | | | Form of Payment | | | Performance Metrics | | | Rationale | |
Base salary | | | Cash | | | Individual Performance | | | Market-based to attract and retain skilled executives. Designed to recognize scope of responsibility, individual performance and experience. | |
Annual bonus | | | Cash | | | | | | ||
Long-term incentive compensation | | | Performance cash (30%) and Performance shares (70%) | | | Return on Invested Capital (ROIC), weighted at 80% and EBITDA, weighted at 20% over a three-year period | | | ROIC and EBITDA provide an incentive for profitable growth and correlate well with shareholder value. | |
| 6 | | | CUMMINS | | | PROXY SUMMARY | |
| CORPORATE GOVERNANCE | | | CUMMINS | | | 7 | |
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| Director Independence • 10 of • 5 fully independent Board Committees: Audit; Talent Management & Compensation; Governance & Nominating; Finance; and Safety, Environment & Technology | | | Board Leadership • Annual assessment and determination of Board leadership structure • Annual election of independent Lead Director whenever • Lead Director has a strong role and significant governance duties, including | | | Board Accountability • Annual election of all directors via majority voting standard • Shareholder right to call special meetings (10% of voting power threshold) • Proxy access for director nominees available to a shareholder, or group of up to 20 shareholders, holding a total of at least 3% of our common stock for at least 3 years • Shareholder right to unilaterally amend the by-laws (upon a majority vote) | |
| Board Evaluation and Effectiveness • Detailed Board and Committee evaluation process coordinated by our Lead Director and Governance and Nominating Committee Chair • Board evaluation process led by Lead Director and facilitated by either Lead Director, Chief Legal Officer or third party (at discretion of Lead Director); facilitator schedules feedback call with each Board member annually; recommends any improvements or enhancements derived from evaluations • Annual feedback and evaluation session by each Committee Chair with its members on Committee performance; recommends any Committee improvements or enhancements • Annual two-way feedback and evaluation sessions by • Annual independent director evaluation of | | | Board Oversight of Risk and ESG • The Board and its Committees exercise robust oversight of the company’s enterprise risk management program with dedicated time at every regular Board meeting • Top tier risks are assigned to members of the Cummins Leadership Team • Board and its Committees provide strong oversight of ESG risks and opportunities including at least one annual review by full Board of ESG strategy and challenges and detailed reviews in the designated committees | | | Shareholder Engagement • Board members routinely meet with top shareholders for conversations focused on our Board’s skill set and refreshment and its oversight of a variety of topics including company strategy, growth, risk management, governance and ESG issues | |
| Board Refreshment and Diversity • • • Goal of rotating Committee assignments every 3 to 5 years • Mandatory director retirement age | | | Director Engagement • All of the directors attended 75% or more of the aggregate number of meetings of our Board and the Committees on which they served during • Limits on director/CEO membership on other public company boards • Our directors routinely visit company locations without our CEO present to interact directly with managers and employees; in 2018-2019, individual directors visited 13 different locations in China, India, Australia and the United States; we suspended these in-person visits in 2020 and 2021 due to the ongoing global pandemic, except that one of our directors visited Spain in 2021 for the launch of a new company partnership. In 2022, 6 individual directors visited 4 different locations in the United States, and in 2023, 9 individual directors visited 6 different locations in China, Canada, and the United States. | | | Clawback and Anti-Hedging Policies • Clawback policy requires us to recover certain incentive-based compensation in the event of certain financial restatements and permits us to • Directors and officers prohibited from engaging in any pledging, short sales or hedging investments involving our common stock | |
| 8 | | | CUMMINS | | | CORPORATE GOVERNANCE | |
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| • We believe that directors with different backgrounds and experiences makes our boardroom and our company stronger. • Our slate of director nominees for this Annual Meeting has | |
| CORPORATE GOVERNANCE | | | CUMMINS | | | 9 | |
| 10 | | | CUMMINS | | | CORPORATE GOVERNANCE | |
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| | ![]() ![]() | | | • • Accelera by Cummins, Daimler Trucks & Buses, PACCAR and EVE Energy announced a joint venture in September to accelerate and localize battery cell production and the battery supply chain in the United States. The • • • | | |
| | ![]() ![]() | | | • • • | | |
| | ![]() ![]() | | | • • | | |
| CORPORATE GOVERNANCE | | | CUMMINS | | | 11 | |
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| | OUR LEAD DIRECTOR’S RESPONSIBILITIES INCLUDE: SERVINGas CONFERRING with the CALLING AND PRESIDING over all meetings of the Board at which the LEADING the annual performance reviews of the Chief Executive Officer and the Board; ENSURING that there is open communication between our independent directors and the BEING AVAILABLE, when deemed appropriate by the Board, for consultation and direct communication with shareholders; REVIEWING, at his or her discretion, information to be sent to the Board; and CONFERRING with the | | |
| 12 | | | CUMMINS | | | CORPORATE GOVERNANCE | |
| AUDIT COMMITTEE Meetings in Members (2022 Chair)* Robert J. Bernhard Stephen B. William I. Miller Georgia R. Kimberly A. Nelson Karen H. Quintos John H. Stone | | | KEY RESPONSIBILITIES • Oversees the integrity of our financial statements and related financial disclosures and internal controls over financial reporting. • Reviews our accounting principles and procedures. • Monitors the independence and performance of our external and internal auditors. • Exercises oversight of the company’s guidelines and policies concerning risk assessment and enterprise risk management, • Oversees the company’s compliance with its ethics policies and legal and regulatory requirements. All members are independent directors as defined under our independence criteria, SEC rules and NYSE listing standards, including those specifically applicable to audit committee members. Our Board has determined that Mr. | |
| CORPORATE GOVERNANCE | | | CUMMINS | | | 13 | |
| TALENT MANAGEMENT AND COMPENSATION COMMITTEE Meetings in Members Georgia R. Nelson (Chair)** Gary L. Belske Carla A. Harris Thomas J. Lynch William I. Miller | | | KEY RESPONSIBILITIES • Reviews and approves the company’s compensation philosophy and strategy primarily for the Board and the officers of the company and others as the committee may designate from time to time. • Reviews and oversees the company’s strategies for and enterprise risks related to talent management. • Assesses talent management policies, programs and processes, including leadership, culture, diversity and inclusion and succession. • Administers and determines eligibility for, and makes awards under, our incentive plans. • Establishes goals and approves the compensation for our Chief Executive Officer following a review of • Reports annually in the proxy statement regarding the company’s executive compensation programs. • Conducts an annual compensation risk assessment. All members are independent directors as defined under our independence criteria, SEC rules and NYSE listing standards, including those specifically applicable to compensation committee members. The Talent Management and Compensation Committee engaged Farient Advisors LLC as its independent compensation consultant in | |
| FINANCE COMMITTEE Meetings in Members Bruno V. Di Leo Thomas J. Lynch | | | KEY RESPONSIBILITIES • Reviews and advises our management and our Board on our financial strategy pertaining to our capital structure, creditworthiness, dividend policy, share repurchase policy, and financing requirements. • Reviews our banking relationships and lines of credit. • Reviews and advises on financing proposals for acquisitions, partnerships and other alliances of the company. • Discusses key areas of shareholder interest and feedback on our performance and strategy. • Monitors our shareholder base and provides counsel on investor relations activity. All members are independent directors as defined under our independence criteria, SEC rules and NYSE listing standards. | |
| GOVERNANCE AND NOMINATING COMMITTEE Meetings in Members Thomas J. Lynch (Chair) Gary L. Belske Robert J. Bernhard Bruno V. Di Leo Stephen B. Daniel W. Fisher Carla A. Harris Robert K. Herdman* William I. Miller Georgia R. Kimberly A. Nelson Karen H. Quintos John H. Stone | | | KEY RESPONSIBILITIES • Reviews and makes recommendations to our Board with respect to its membership, size, composition, procedures and organization. • Identifies potential director candidates to ensure the Board is composed of well qualified and diverse candidates to oversee the company; engages a professional search firm to identify potential director candidates based on criteria selected by the Committee; and interviews identified candidates. • Ensures the Board has a robust process for evaluating its performance and the performance of its committees and individual directors, including the use of a • Ensures the Board is providing effective ongoing director education and new director orientation. All members are independent directors as defined under our independence criteria, SEC rules and NYSE listing standards. | |
| 14 | | | CUMMINS | | | CORPORATE GOVERNANCE | |
| SAFETY, ENVIRONMENT AND TECHNOLOGY COMMITTEE Meetings in Members Stephen B. Dobbs (Chair)* Robert J. Bernhard Bruno V. Di Leo Kimberly A. Nelson Karen H. Quintos John H. Stone | | | KEY RESPONSIBILITIES • Reviews the company’s safety program with an emphasis on employee, workplace and product safety. • Reviews the company’s progress on its major sustainability initiatives from Planet 2050 and the environmental management of our facilities and operations. • Reviews our Destination Zero initiative and key technology developments that may impact product competitiveness for both core and new business areas. • Reviews public policy developments, strategies, enterprise risks and positions taken by us with respect to safety, environmental and technological matters that significantly impact us or our products. • Reviews product and service quality performance and guides our strategies and improvement initiatives. | |
| CORPORATE GOVERNANCE | | | CUMMINS | | | 15 | |
| 16 | | | CUMMINS | | | ELECTION OF DIRECTORS | |
| ELECTION OF DIRECTORS | | | CUMMINS | | | 17 | |
| | ![]() ![]() Director Since: 2022 Age: Board Committees: | | | | JENNIFER W. RUMSEY— | | |
| Ms. Rumsey was elected as Chair of the Board effective August 1, 2023. She became the President and Chief Executive Officer of Cummins Inc. on August 1, 2022. Ms. Rumsey was President and Chief Operating Officer of our company from March 2021-August 2022. Ms. Rumsey was Vice President and President of our Components Business from 2019-2021 after serving as Vice President and Chief Technical Officer from 2015-2019. From 2013-2015, she was our Vice President of Engineering, Engine Business, after holding a variety of engineering and product life cycle roles with the company. Ms. Rumsey is a member of the Society of Women Engineers, Society of Automotive Engineers and Women in Trucking Association. She holds a Bachelor of Science in Mechanical Engineering from Purdue University and a Master of Science in Mechanical Engineering from Massachusetts Institute of Technology. Ms. Rumsey has been a director of Hillenbrand, Inc. since 2020. Summary of Qualifications and Experience: ![]() ![]() ![]() ![]() ![]() ![]() ![]() ![]() ![]() ![]() Key Contributions to the Board: • Extensive knowledge of business operations through various leadership roles within our company • Offers expertise regarding manufacturing and technology issues • Leads long-term company strategy supporting the transition to decarbonized power for all stakeholders • Adds perspective gained through experience in automotive and transportation fields • Keeps directors apprised of current business and market trends | | |
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![]() ![]() Director Since: 2022 Age: Board Committees: | | | | GARY L. BELSKE—Retired Deputy Managing Partner and Chief Operating Officer of Ernst & Young | | | ||
| Mr. Belske retired from Ernst & Young (EY) on December 31, 2016 after a 38-year career. He held many leadership positions within EY including the second highest position in the United States and the Americas, where he served as Deputy Managing Partner and Chief Operating Officer for the last 10 years. In this role, Mr. Belske was responsible for the overall strategy and operations of EY practices in the Americas, which encompass businesses in 16 countries with approximately $15 billion in revenue, 50,000 employees and 4,000 partners. Mr. Belske served on EY’s Americas and US Board for the last decade of his career at EY. He also has extensive experience managing regulatory issues related to the PCAOB and the SEC and served as Chair of EY’s Retirement Investment Committee and its Partner/Executive Compensation Committee. Mr. Belske currently serves on the Board of Trustees at Rockhurst University in Kansas City and on the Board of WilliamsMarston, an advisory firm. Mr. Belske holds a BSBA degree from Rockhurst University, a Masters of Arts in Accounting degree from the University of Missouri-Columbia and is a CPA. Summary of Qualifications and Experience: ![]() ![]() ![]() ![]() ![]() ![]() ![]() ![]() ![]() ![]() Key Contributions to the Board: • Contributes extensive work experience in a regulated industry • Provides insight concerning financial and risk management matters • Possesses senior leadership experience • Brings global external relations perspective | | |
| 18 | | | CUMMINS2024 PROXY | | | ELECTION OF DIRECTORS | |
| | ![]() ![]() Director Since: 2008 Age: Board Committees: Audit; Governance and Nominating; Safety, Environment and Technology | | | | ROBERT J. BERNHARD— | | |
| Mr. Bernhard is a Professor in the Department of Aerospace and Mechanical Engineering and recently retired (June 2023) from serving as Vice President for Research, University of Notre Dame. Mr. Bernhard joined the University of Notre Dame in 2007 and prior to that was Associate Vice President for Research at Purdue University since 2004. He also held Assistant, Associate and full Professor positions in the School of Mechanical Engineering at Purdue University. He was Director of the Ray W. Herrick Laboratories at Purdue’s School of Mechanical Engineering from 1994-2005. Summary of Qualifications and Experience: ![]() ![]() ![]() ![]() ![]() ![]() ![]() ![]() Key Contributions to the Board: • Leverages technical background to offer valuable insight • Pushes for improvement in safety and technology planning • Mentors our technical leaders | | |
| | ![]() ![]() Director Since: 2015 Age: Board Committees: Finance; Governance and Nominating; Safety, Environment and Technology | | | | BRUNO V. DI LEO ALLEN—Managing Director, Bearing-North LLC | | |
| Mr. Di Leo has been the Managing Director of Bearing-North LLC, an independent advisory firm focused on business expansion and senior executive counseling in strategy and operations, since 2018. Prior to this role, Mr. Di Leo served as Senior Vice President of International Business Machines Corporation, or IBM, a globally integrated technology and consulting company, from January Mr. Di Leo has served as a director of Ferrovial, S.A., since 2018. Mr. Di Leo is a member of the international advisory board of Instituto de Estudios Superiores de la Empresa (IESE Business School) as well as a member of the Deming Center Advisory Board of Columbia Business School. He holds a business administration degree from Ricardo Palma University and a postgraduate degree from Escuela Superior de Administracion de Negocios, both in his native Peru. He is fluent in Spanish, Portuguese, English and Italian. Summary of Qualifications and Experience: ![]() ![]() ![]() ![]() ![]() ![]() ![]() ![]() Key Contributions to the Board: • Brings perspective on international business issues having lived and held executive positions on four continents • Offers insight regarding technology and sales and marketing issues • Works to ensure customer-focused approach in addressing product and service-related issues | | |
| | | CUMMINS | | | |
| | ![]() ![]() Director Since: Age: Board Committees: | | | | Daniel W. Fisher—Chairman and CEO of Ball Corporation | | |
| Mr. Summary of Qualifications and Experience: ![]() ![]() ![]() ![]() ![]() ![]() ![]() ![]() ![]() ![]() Key Contributions to the Board: • • Brings broad-based and valuable insights in finance and strategy • Leverages • | | |
| | ![]() ![]() Director Since: 2021 Age: Board Committees: Finance; Governance and Nominating; Talent Management and Compensation | | | | CARLA A. HARRIS—Senior Client Advisor, Morgan Stanley | | |
| Ms. Harris is Senior Client Advisor at Morgan Stanley. She is responsible for being a co-portfolio manager of the Next Level Fund and advising the Multicultural Innovation Lab, hosting the podcast “Access & Opportunities” and acting in various client coverage capacities. Her prior experience with Morgan Stanley includes investment banking, equity capital markets, equity private placements and initial public offerings in a number of industries such as technology, media, retail, telecommunications, transportation, healthcare and biotechnology. In August 2013, Ms. Harris was appointed by President Barack Obama to chair the National Women’s Business Council. Ms. Harris has served on the board of Walmart Corporation since 2017, and serves on its Compensation and Management Development, Nominating and Governance and Strategic Planning and Finance Committees. Ms. Harris has also served on the board of MetLife since April 2022, and serves on its Investment and the Governance and Corporate Responsibility Committees. She also serves on the boards of several nonprofit organizations including Seize Every Opportunity (SEO), the Cabrini Foundation, Sesame Street Workshop Summary of Qualifications and Experience: ![]() ![]() ![]() ![]() ![]() ![]() ![]() ![]() Key Contributions to the Board: • Brings broad-based and valuable insights in finance and strategy • Contributes extensive work experience in a regulated industry • Possesses senior leadership experience | | |
| | | CUMMINS | | | |
| | ![]() ![]() Director Since: 2015 Age: Board Committees: | | | | THOMAS J. LYNCH—Chairman, TE Connectivity Ltd. | | |
| Mr. Lynch Summary of Qualifications and Experience: ![]() ![]() ![]() ![]() ![]() ![]() ![]() ![]() ![]() ![]() Key Contributions to the Board: • Lead Director • Brings perspective of a sitting Chairman and former CEO of a publicly traded global company • Leverages business and financial background in rendering advice and insight • Identifies and raises strategic considerations for Board consideration | | |
| | ![]() ![]() Director Since: 1989 Age: Board Committees: Audit; Executive; Governance and Nominating; Talent Management and Compensation | | | | WILLIAM I. MILLER—President, The Wallace Foundation | | |
| Mr. Miller has served as President of The Wallace Foundation, a national philanthropy with a mission of fostering equity and improvements in learning and enrichment for young people and in the arts for everyone, since 2011. Mr. Miller was the Chairman of Irwin Management Company, a Columbus, Indiana private investment firm, from 1990-2011. Mr. Miller has been a director or trustee of the New Perspective Fund, Inc. and the EuroPacific Growth Fund, Inc. since 1992 and of the New World Fund, Inc. since 1999. Mr. Miller serves as independent Chairman of the Board for all three of the funds, all of which are in the same mutual fund family. Summary of Qualifications and Experience: ![]() ![]() ![]() ![]() ![]() ![]() Key Contributions to the Board: • Professional experience in the banking and investment industries • Extensive knowledge of our company, its values and its global operations • Leadership experience in the civic, nonprofit and philanthropic sectors | | |
| | | CUMMINS | | | |
| | ![]() Audit; Governance and Nominating; Talent Management and Compensation | ||||||
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![]() ![]() Director Since: 2020 Age: Board Committees: Audit; Governance and Nominating; Safety, Environment and Technology | | | | KIMBERLY A. | | | ||
| Ms. Nelson worked for General Mills Inc. for nearly 30 years prior to her retirement in January 2018. During her career at General Mills, she held a number of senior brand and general management roles, including serving as President of the U.S. Snacks Division. Ms. Nelson became Senior Vice President, External Relations in 2010, a global role leading issues and crisis management, consumer relations, corporate branding and communications, environmental social governance, government relations and global external stakeholder relations. Ms. Nelson Summary of Qualifications and Experience: ![]() ![]() ![]() ![]() ![]() ![]() ![]() ![]() ![]() ![]() Key Contributions to the Board: • Identifies and raises strategic considerations for Board consideration • Brings global external relations perspective • Offers insight into environmental, social and governance matters • Brings strategic view on social justice, diversity and inclusion efforts | | |
| | ![]() ![]() Director Since: 2017 Age: Board Committees: Audit; Governance and Nominating; Safety, Environment and Technology | | | | KAREN H. | | |
| Prior to her retirement in June 2020, Ms. Quintos was the first Chief Customer Officer of Dell Technologies Inc., the world’s third largest supplier of personal computers and other computer hardware items, since 2016. In addition, Ms. Quintos led Dell’s global customer strategy and programs as well as Diversity and Inclusion, Corporate Responsibility and Entrepreneurship strategy and programs. From 2010-2016, Ms. Quintos served as Senior Vice President and Chief Marketing Officer, Vice President of public sector marketing and North America commercial marketing, and held executive roles in services, support and supply chain management. Ms. Quintos joined Dell in 2000 from Citigroup where she was Vice President of global operations and technology. Ms. Quintos earned a Master’s degree in marketing and international business from New York University and a Ms. Quintos is on the board of Lennox International and serves on its Compensation and Human Resources Committee and its Public Policy Committee. She is the founder Summary of Qualifications and Experience: ![]() ![]() ![]() ![]() ![]() ![]() ![]() ![]() ![]() ![]() ![]() ![]() Key Contributions to the Board: • Contributes marketing and international perspective • Brings deep knowledge and strategic views around ESG, including • Offers strategic insight in customer strategy, programs and customer data • Contributes knowledge and experiences in technology, GTM and supply chain management | | |
| 22 | | | CUMMINS2024 PROXY | | | ELECTION OF DIRECTORS | |
| | ![]() Director Since: 2024 Age: 53 Board Committees: Audit, Governance and Nominating; Safety, Environment and Technology | | | | John H. Stone—President and Chief Executive Officer of Allegion | | |
| Mr. Stone is the President and Chief Executive Officer of Allegion plc. Prior to being named CEO of Allegion, Mr. Stone served as president of Deere & Company’s Worldwide Construction, Forestry and Power Systems business, overseeing a business that reported nearly $11.4 billion in revenue in 2021. Under his leadership, the segment delivered impressive expansion and profitability. As the prior head of Deere’s Intelligent Solutions Group, Mr. Stone was also influential in its rapid development of artificial intelligence (AI) and machine learning capabilities, better integration of precision-ag technology into each of its flagship products and in helping the company establish itself as a leader in technology. In that role, he led the company’s acquisition of tech startup Blue River Technology, in addition to the establishment of the San Francisco John Deere Labs office and the precision-ag headquarters in Urbandale, Iowa. Mr. Stone enjoyed a 20-year career at Deere & Company, and held additional leadership positions, including: vice president, Corporate Strategy & Business Development; global director, Utility Tractor Product Line; and general manager, John Deere Ningbo (China) Works. Prior to Deere & Company, Mr. Stone worked for General Electric as a Six Sigma Black Belt quality engineer, and he served as an infantry officer in the U.S. Army. Mr. Stone holds a bachelor’s degree in mechanical engineering from the U.S. Military Academy and an MBA from Harvard Business School. Summary of Qualifications and Experience: ![]() ![]() ![]() ![]() ![]() Key Contributions to the Board: • Brings perspective of a sitting CEO of a publicly traded global company • Brings broad-based and valuable insights in finance and strategy • Leverages business and financial background in rendering advice and insight • Identifies and raises strategic considerations for Board consideration | | |
| | DIRECTORS | | | | Automotive & Transportation | | | | Manufacturing | | | | Technology/ IT | | | | Sales/ Marketing | | | | Government/ Regulatory | | | | International | | | | Academics | | | | Financial | | |
| | Gary L. Belske | | | | | | | | ● | | | | | | | | ● | | | | ● | | | | ● | | | | | | | | ● | | |
| | Robert J. Bernhard | | | | ● | | | | ● | | | | ● | | | | | | | | | | | | | | | | ● | | | | | | |
| | Bruno V. Di Leo | | | | | | | | | | | | ● | | | | ● | | | | | | | | ● | | | | | | | | | | |
| | | | | | | | ● | | | | ● | | | | | | | | | | | | ● | | | | | | | | ● | | | ||
| | Carla A. Harris | | | | | | | | | | | | | | | | | | | | | ||||||||||||||
| | | ● | | | | | | | | ● | | | |||||||||||||||||||||||
| | Thomas J. Lynch | | | | | | | | ● | | | | ● | | | | | | | | | | | | ● | | | | | | | | ● | | |
| | William I. Miller | | | | | | | | ● | | | | | | | | | | | | | | | | | | | | | | | | ● | ||
| | |||||||||||||||||||||||||||||||||||
| | Kimberly A. Nelson | | | | | | | | ● | | | | | | | | ● | | | | ● | | | | ● | | | | | | | | | | |
| | Karen H. Quintos | | | | | | | | ● | | | | ● | | | | ● | | | | | | | | ● | | | | | | | | | | |
| | Jennifer W. Rumsey | | | | ● | | | | ● | | | | ● | | | | ● | | | | | | | | ● | | | | | | | | | | |
| | John H. Stone | | | | | | | | ● | | | | ● | | | | | | | | | | | | ● | | | | | | | | ● | | |
| | | CUMMINS | | | |
| Sincerely, | | | | |
| GEORGIA R. NELSON Chair | | | ![]() | |
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| | | CUMMINS | | | |
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| EXECUTIVE COMPENSATION | | | CUMMINS2024 PROXY | | | 25 | |
| ![]() ![]() | | | We | |
| ![]() ![]() | | | | |
| ![]() ![]() | | | To help retain valuable talent and reinforce the alignment of interests between our employees and shareholders, | |
| | | CUMMINS | | | |
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| 2022 | | | | 2023 | | | | | | | | | | 2022 | | | | 2023 | | | | ||||||||||||||||||||||||
| | | Plan Element | | | | All Participants | | | | Cummins Participants | | | | New Power Participants | | | | Atmus Participants | | | | | | | | Plan Element | | | | All Participants | | | | Cummins Participants | | | | Accelera Participants | | | | | | ||
| Annual Bonus Plan | | | Linkage | | | | 100% Cummins | | | | 100% Cummins | | | | 30% Cummins 70% New Power (NP) | | | | 100% Atmus | | | | | | Short-Term Incentive Plan | | | Linkage | | | | 100% Cummins | | | | 100% Cummins | | | | 30% Cummins 70% Accelera | | | | | |
| Measures & Weightings | | | | 100% Cummins ROANA | | | | 70% Cummins EBITDA 30% Cummins Operating Cash Flow | | | | 30% Cummins EBITDA 30% NP Revenue 40% NP Strategic Scorecard | | | | 100% Atmus EBITDA | | | | | | | Measures & Weightings | | | | 100% Cummins ROANA | | | | 70% Cummins EBITDA 30% Cummins Operating Cash Flow | | | | 30% Cummins EBITDA 30% Accelera Revenue 40% Accelera Strategic Scorecard | | | | | | | ||||
| Long-Term Incentive Plan | | | Vehicle Mix | | | | 70% Performance Shares 30% Performance Cash | | | | 70% Performance Shares 30% Performance Cash | | | | 70% Performance Shares 30% Restricted Stock Units (RSUs) | | | | 70% Performance Shares 30% RSUs | | | | | | Long-Term Incentive Plan | | | Vehicle Mix | | | | 70% Performance Shares 30% Performance Cash | | | | 70% Performance Shares 30% Performance Cash | | | | 70% Performance Shares 30% Restricted Stock Units (RSUs) | | | | | |
| Linkage | | | | 100% Cummins | | | | 100% Cummins | | | | 30% Cummins 70% NP | | | | 100% Atmus | | | | | | | Linkage for Performance Elements | | | | 100% Cummins | | | | 100% Cummins | | | | 30% Cummins 70% Accelera | | | | | | |||||
| Measures & Weightings | | | | Perf. Shares and Cash - 80% Cummins ROIC - 20% Cummins Cumulative EBITDA | | | | Perf. Shares and Cash - 80% Cummins ROIC - 20% Cummins Cumulative EBITDA | | | | Performance Shares - 30% Cummins ROIC - 70% NP Cumulative Revenue | | | | Performance Shares - 50% Atmus ROIC - 50% Atmus Cumulative EBITDA | | | | | | | Measures & Weightings | | | | Perf. Shares and Cash - 80% Cummins ROIC - 20% Cummins Cumulative EBITDA | | | | Performance Shares and Cash - 80% Cummins ROIC - 20% Cummins Cumulative EBITDA | | | | Performance Shares - 30% Cummins ROIC - 70% Accelera Cumulative Revenue | | | | | |
| | | CUMMINS | | | |
| ![]() ![]() | | | ![]() ![]() | | | ![]() ![]() | | | ![]() ![]() | |
| CREATE A DIVERSE AND INCLUSIVE WORK ENVIRONMENT | | | ENGAGE EMPLOYEES AND FAMILIES IN IMPROVING WELLNESS | | | DEVELOP SELF-AWARE AND EFFECTIVE LEADERS | | | ADVANCE OUR WORKFORCE STRATEGY BY EXTENDING OUR TALENT MANAGEMENT STRATEGIES TO ALL EMPLOYEES | |
| ![]() ![]() | | | FIRST PILLAR: CREATE A DIVERSE AND INCLUSIVE WORK ENVIRONMENT | |
| | | CUMMINS | | | |
| | | | | | | | |
| and Inclusion Award | | | for Disability Inclusion ( | | | Number four on Forbes’ annual ranking of America’s Best Employers for (up from 26) | |
| | | | | | | | | | | |
| | | from Girls Inc. | | | Best Company for LGBTQ+ Employees on Corporate Equality Index (second year in a row) | | | America’s Top Corporations for Women’s Business Enterprises in 2023 (1 of Corporate Directors (NACD) Diversity, Equity, and Inclusion award finalist | |
| ![]() ![]() | | | SECOND PILLAR: ENGAGE EMPLOYEES AND FAMILIES IN IMPROVING WELLNESS | |
| ![]() ![]() | | | THIRD PILLAR: DEVELOP SELF-AWARE AND EFFECTIVE LEADERS | |
| ![]() ![]() | | | FOURTH PILLAR: ADVANCE OUR WORKFORCE STRATEGY BY EXTENDING OUR TALENT MANAGEMENT STRATEGIES TO ALL EMPLOYEES | |
| | | CUMMINS | | | |
| ANNUAL BONUS | | | PERFORMANCE SHARE & PERFORMANCE CASH PLANS | | | LONG TERM INCENTIVE MIX | |
| | | | | As previously disclosed, the | |
| ALIGNMENT BETWEEN CEO’S REALIZABLE PAY & FINANCIAL / TSR PERFORMANCE | |
| Every year, the Committee, along with its consultant, Farient Advisors LLC (“Farient”), quantitatively and qualitatively assesses the relationship between realizable pay of our CEO and our company’s performance. As in prior years, the Committee determined that our CEO’s pay and our company’s performance are closely aligned. | |
| | | CUMMINS | | | |
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| | PRINCIPLES OF OUR EXECUTIVE COMPENSATION PROGRAM | | |
| | Our compensation philosophy rewards executives for achieving our financial objectives and building long-term value for our shareholders and other stakeholders. We also follow several other principles when designing our executive compensation program including: | | |
| | MARKET POSITIONING We believe that, on average, our executives’ target total direct compensation opportunity (consisting of base salary, target annual bonus, and target long-term incentive value) should be at the median of the market. | | |
| | SHORT-TERM / LONG-TERM MIX We believe that there should be an appropriate balance between annual and long-term elements of compensation commensurate with the position’s decision-making time horizon and competitive context. | | |
| | PAY AT RISK We believe that the more senior an executive’s position, the more compensation should be “at risk,” which means it will vary based on Cummins’ financial and stock price performance. | | |
| | RETENTION We believe that our compensation program should support retention of our experienced executives and achievements of our leadership succession plans. | | |
| | SIMPLE AND TRANSPARENT We believe that our executive compensation program should be transparent to our investors and employees as well as simple and easy to understand. | | |
| | ALIGNMENT WITH SHAREHOLDER INTERESTS We believe that equity-based compensation and stock ownership should be a substantial part of our executive compensation program to link executives’ compensation with our shareholders’ returns. The greater the level of responsibility of the executive, the more his or her compensation should be stock-based and the higher his or her stock ownership requirement should be. | | |
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| | ![]() ![]() | | | JENNIFER RUMSEY | | | | | | | ![]() | ![]() ![]() | | | MARK SMITH Vice President – Chief Financial Officer | | | | | | | ![]() | | | LIVINGSTON L. SATTERTHWAITE Senior Vice President | |
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| | ![]() ![]() | | | | | | | | | ![]() | ![]() ![]() | | | SHARON BARNER Vice President – Chief Administrative Officer | | | | | | | ![]() | | | TOM LINEBARGER Former Executive Chairman | |
| | | CUMMINS | | | |
| At our The Committee considered | | | | ![]() ![]() | |
Compensation Element | | | Form of Payment | | | Performance Metrics | | | Rationale | |
Base salary | | | Cash | | | Individual Performance | | | Market-based to attract and retain skilled executives. Designed to recognize scope of responsibility, individual performance and experience. | |
Annual bonus | | | Cash | | | | | | ||
Long-term incentive compensation | | | Performance cash (30%) and Performance shares (70%) | | | Return on Invested Capital (ROIC), weighted at 80% and EBITDA, weighted at 20% over a three-year period | | | ROIC and EBITDA provide an incentive for profitable growth and correlate well with shareholder value. | |
| | | CUMMINS | | | |
| Borg Warner Incorporated (BWA) | | | Caterpillar Incorporated (CAT) | | | Daimler Truck AG (DTG-XE) | |
| Deere & Company (DE) | | | | | Eaton Corporation (ETN) | | |
| Emerson Electric Co. (EMR) | | | Fortive Corporation (FTV) | | | Honeywell International Inc. (HON) | |
| Illinois Tool Works (ITW) | | | Paccar Incorporated (PCAR) | | | Parker-Hannifin Corporation (PH) | |
| Textron Incorporated (TXT) | | | Volvo AB (VOLV B-SE) | | | W.W. Grainger (GWW) | |
| | | CUMMINS | | | |
| ![]() ![]() | | | WHAT WE DO | | | | ![]() ![]() | | | WHAT WE DO NOT DO | |
| Set clear financial goals that we believe are challenging yet achievable, meet or exceed competitive standards, and will enhance shareholder value over time | | | | We do not allow backdating or repricing of stock options | | ||||||
| Use | | | | We do not have separate employment contracts with our executive officers | | ||||||
| Tie incentive awards for all participants at least in part to overall company performance to reinforce the importance of the company’s success and to encourage collaboration and teamwork | | | | We do not guarantee salary increases, bonuses or equity grants for our executive officers | | ||||||
| Encourage executives to focus on the sustained long-term growth of our company and promote retention by vesting performance-based awards only at the end of the performance or service period | | | | We will not gross-up excise taxes that may be imposed on payments to our executive officers in connection with a change in control | | ||||||
| Cap payouts under our short- and long-term incentive compensation plans at 200% of the target awards | | | | Perquisites do not constitute a major element of our executive compensation program | | ||||||
| Require all incentive awards for senior executives be subject to clawback and cancellation provisions that go beyond the minimum required by law | | | | We do not permit officers or directors to engage in pledging, hedging or similar types of transactions with respect to our stock | | ||||||
| Maintain a Talent Management and Compensation Committee composed of independent directors who are advised by an outside, independent compensation consultant | | | | We do not pay dividends or dividend equivalents on unearned performance shares | | ||||||
| Complete an annual assessment of the risk associated with our compensation program | | | | | | ||||||
| Require executive officers and outside directors to maintain prescribed stock ownership levels | | | | | | ||||||
| Subject our executives to double trigger change in control provisions | | | | | |
| | | CUMMINS | | | |
| | | CUMMINS | | | |
| | | |
| | Operating Cash Flow = Cash flow excluding capital expenditures, financing transactions (debt, leases), dividends, and share repurchases | | |
| | | ROANA Goal | | | Goal as % of Target | | | Payout as % of Target(1) | | |||||||||
>Maximum | | | | | 37.20% | | | | | | 115% | | | | | | 200% | | |
Target | | | | | 32.35% | | | | | | 100% | | | | | | 100% | | |
Threshold | | | | | 22.65% | | | | | | 70% | | | | | | 10% | | |
<Threshold | | | | | <22.65% | | | | | | <70% | | | | | | 0% | | |
EBITDA at target: $4.130 billion | | | | | | | | | | | | | | | | | | | |
| | | EBITDA Goal (70% Weighting) | | | EBITDA Goal as a % of Target | | | Operating Cash Flow Goal (30% Weighting) | | | Operating Cash Flow Goal as a % of Target | | | EBITDA and Operating Cash Flow Payouts as % of Target(1) | | |||||||||||||||
≥Maximum | | | | | $5,303 | | | | | | 115% | | | | | | $3,788 | | | | | | 115% | | | | | | 200% | | |
Target | | | | | $4,611 | | | | | | 100% | | | | | | $3,294 | | | | | | 100% | | | | | | 100% | | |
Threshold | | | | | $3,228 | | | | | | 70% | | | | | | $2,306 | | | | | | 70% | | | | | | 10% | | |
<Threshold(2) | | | | | <$3,228 | | | | | | <70% | | | | | | <$2,306 | | | | | | <70% | | | | | | 0% | | |
| | | CUMMINS | | | |
| | ROIC = Average Earnings Before Interest Expense and Noncontrolling Interests after taxes for the 3-year performance period ÷ Average Invested Capital for the 3-year performance period | | |
| | | CUMMINS | | | |
| | EBITDA = Cumulative Earnings Before Interest Expense, Income Taxes, Noncontrolling Interests, Depreciation and Amortization for the 3-year performance period | | |
| | ROIC Goal (80% Weighting) | | ROIC Goal as a % of Target | | EBITDA Goal (20% Weighting) | | EBITDA Goal as % of Target | | ROIC and EBITDA Payouts as % of Target(1) | | | ROIC Goal (80% Weighting) | | ROIC Goal as a % of Target | | EBITDA Goal (20% Weighting)(1) | | EBITDA Goal as % of Target | | ROIC and EBITDA Payouts as % of Target(2) | | ||||||||||||||||||||||||||||||||||||||||
<Maximum | | | | 19.50% | | | | | 130% | | | | | $12,422 | | | | | 115% | | | | | 200% | | | ||||||||||||||||||||||||||||||||||||
≥Maximum | | | | 19.50% | | | | | 130% | | | | | $12,663 | | | | | 115% | | | | | 200% | | | ||||||||||||||||||||||||||||||||||||
Target | | | | 15.00% | | | | | 100% | | | | | $10,802 | | | | | 100% | | | | | 100% | | | | | | 15.00% | | | | | 100% | | | | | $11,011 | | | | | 100% | | | | | 100% | | | ||||||||||
Threshold | | | | 10.50% | | | | | 70% | | | | | $9,182 | | | | | 85% | | | | | 10% | | | | | | 10.50% | | | | | 70% | | | | | $9,359 | | | | | 85% | | | | | 10% | | | ||||||||||
<Threshold(2) | | | | 10.50% | | | | | <70% | | | | | <$9,182 | | | | | <85% | | | | | 0% | | | ||||||||||||||||||||||||||||||||||||
<Threshold(3) | | | | 10.50% | | | | | <70% | | | | | <$9,359 | | | | | <85% | | | | | 0% | | |
| | ROIC Goal (80% Weighting) | | ROIC Goal as a % of Target | | EBITDA Goal (20% Weighting) | | EBITDA Goal as % of Target | | ROIC and EBITDA Payouts as % of Target(1) | | | ROIC Goal (80% Weighting) | | ROIC Goal as a % of Target | | EBITDA Goal (20% Weighting) | | EBITDA Goal as % of Target | | ROIC and EBITDA Payouts as % of Target(1) | | ||||||||||||||||||||||||||||||||||||||||
<Maximum | | | | 19.50% | | | | | 130% | | | | | $12,157 | | | | | 115% | | | | | 200% | | | ||||||||||||||||||||||||||||||||||||
≥Maximum | | | | 19.50% | | | | | 130% | | | | | $14,124 | | | | | 115% | | | | | 200% | | | ||||||||||||||||||||||||||||||||||||
Target | | | | 15.00% | | | | | 100% | | | | | $10,571 | | | | | 100% | | | | | 100% | | | | | | 15.00% | | | | | 100% | | | | | $12,282 | | | | | 100% | | | | | 100% | | | ||||||||||
Threshold | | | | 10.50% | | | | | 70% | | | | | $8,985 | | | | | 85% | | | | | 10% | | | | | | 10.50% | | | | | 70% | | | | | $10,440 | | | | | 85% | | | | | 10% | | | ||||||||||
<Threshold(2) | | | | 10.50% | | | | | <70% | | | | | <$8,985 | | | | | <85% | | | | | 0% | | | | | | 10.50% | | | | | <70% | | | | | <$10,440 | | | | | <85% | | | | | 0% | | |
| | ROIC Goal (80% Weighting) | | ROIC Goal as a % of Target | | EBITDA Goal (20% Weighting) | | EBITDA Goal as % of Target | | ROIC and EBITDA Payouts as % of Target(1) | | | ROIC Goal (80% Weighting) | | ROIC Goal as a % of Target | | EBITDA Goal (20% Weighting) | | EBITDA Goal as % of Target | | ROIC and EBITDA Payouts as % of Target(1) | | ||||||||||||||||||||||||||||||||||||||||
<Maximum | | | | 19.50% | | | | | 130% | | | | | $14,124 | | | | | 115% | | | | | 200% | | | ||||||||||||||||||||||||||||||||||||
≥Maximum | | | | 19.50% | | | | | 130% | | | | | $15,244 | | | | | 115% | | | | | 200% | | | ||||||||||||||||||||||||||||||||||||
Target | | | | 15.00% | | | | | 100% | | | | | $12,282 | | | | | 100% | | | | | 100% | | | | | | 15.00% | | | | | 100% | | | | | $13,256 | | | | | 100% | | | | | 100% | | | ||||||||||
Threshold | | | | 10.50% | | | | | 70% | | | | | $10,440 | | | | | 85% | | | | | 10% | | | | | | 10.50% | | | | | 70% | | | | | $11,268 | | | | | 85% | | | | | 10% | | | ||||||||||
<Threshold(2) | | | | 10.50% | | | | | <70% | | | | | <$10,440 | | | | | <85% | | | | | 0% | | | | | | 10.50% | | | | | <70% | | | | | <$11,268 | | | | | <85% | | | | | 0% | | |
| | | CUMMINS | | | |
| | | CUMMINS | | | |
| Jennifer Rumsey ![]() ![]() | | | ![]() ![]() (1) (2) The target incentive values differ from those shown in the Summary Compensation Table because the table shows earned not target annual incentive awards. | |
| 40 | | | CUMMINS2024 PROXY | | | EXECUTIVE COMPENSATION | |
Pay Component | | | Target | | | Performance Factor | | | Realized | | | Comments | |
Salary for 2022 | | | $1,500,000 | | | Not Applicable | | | $1,500,000 | | | Reflects Ms. Rumsey’s base salary as of August when she was promoted to President and CEO | |
Annual Bonus for 2022 | | | $2,625,000 | | | 70% | | | $1,837,500 | | | Reflects Ms. Rumsey’s annual bonus as of August when she was promoted to President and CEO. $2,625,000 x 70% | |
Performance Cash for 2020-2022 cycle | | | $512,000 | | | 90% | | | $460,800 | | | $512,000 x 90% | |
Performance Shares for 2020-2022 cycle | | | 2,840 | | | 90% | | | 2,556 Performance shares earned for 2020-2022 cycle, valued at $619,293 | | | Value reflected $242.29 stock price on December 30, 2022; 2,840 shares x 90% x $242.29 stock price | |
Pay Component | | | Target | | | Performance Factor | | | Realized | | | Comments | |
Salary for 2023 | | | $1,500,000 | | | Not Applicable | | | $1,500,000 | | | — | |
Annual Bonus for 2023 | | | $2,625,000 | | | 170% | | | $2,231,250 | | | Our Committee concluded to reduce Ms. Rumsey’s 2023 annual bonus by 50% in light of the Agreement in Principle to resolve certain regulatory civil claims regarding our emissions certification and compliance process for certain engines primarily used in pick-up truck applications. $2,625,000 x 170% x 50% | |
Performance Cash for 2021-2023 cycle | | | $690,000 | | | 150% | | | $1,035,000 | | | $690,000 x 150% | |
Performance Shares for 2021-2023 cycle | | | 7,190 | | | 150% | | | 10,785 Performance shares earned for 2021-2023 cycle, valued at $2,583,762 | | | Value reflected $239.57 stock price on December 29, 2023; 7,190 shares x 150% x $239.57 stock price | |
| EXECUTIVE COMPENSATION | | | CUMMINS | | | 41 | |
| ![]() | ![]() |
Pay Component | | | Target | | | Performance Factor | | | Realized | | | Comments | |
Salary for 2022 | | | $1,150,000 | | | Not Applicable | | | $1,150,000 | | | The salary shown for 2022 reflects Mr. Linebarger’s salary effective in August 2022 after he transitioned from Chairman and Chief Executive Officer to Executive Chairman | |
Annual Bonus for 2022 | | | $1,725,000 | | | 70% | | | $1,207,500 | | | $1,725,000 x 70% | |
Performance Cash for 2020-2022 cycle | | | $3,687,000 | | | 90% | | | $3,318,300 | | | $3,687,000 x 90% | |
Performance Shares for 2020-2022 cycle | | | 20,440 | | | 90% | | | 18,396 Performance shares earned for 2020-2022 cycle, valued at $4,457,167 | | | Value reflected $242.29 stock price on December 30, 2022; 20,440 shares x 90% x $242.29 stock price | |
![]() ![]() Vice President – Chief Financial Officer | | | ![]() ![]() (1) The salary shown (2) The target incentive values differ from those shown in the Summary Compensation Table because the table shows earned not target annual incentive awards. | |
Pay Component | | | Target | | | Performance Factor | | | Realized | | | Comments | |
Salary for 2022 | | | $760,000 | | | Not Applicable | | | $760,000 | | | — | |
Annual Bonus for 2022 | | | $760,000 | | | 70% | | | $532,000 | | | $760,000 x 70% | |
Performance Cash for 2020-2022 cycle | | | $819,000 | | | 90% | | | $737,100 | | | $819,000 x 90% | |
Performance Shares for 2020-2022 cycle | | | 4,540 | | | 90% | | | 4,086 Performance shares earned for 2020-2022 cycle, valued at $989,997 | | | Value reflected $242.29 stock price on December 30, 2022; 4,540 shares x 90% x $242.29 stock price | |
Pay Component | | | Target | | | Performance Factor | | | Realized | | | Comments | |
Salary for 2023 | | | $820,000 | | | Not Applicable | | | $805,000 | | | The realized salary differs from the target amount due to a change in salary that occurred during the year | |
Annual Bonus for 2023 | | | $820,000 | | | 170% | | | $1,368,500 | | | $805,000 x 170% | |
Performance Cash for 2021-2023 cycle | | | $600,000 | | | 150% | | | $900,000 | | | $600,000 x 150% | |
Performance Shares for 2021-2023 cycle | | | 6,260 | | | 150% | | | 9,390 Performance shares earned for 2021-2023 cycle, valued at $2,249,562 | | | Value reflected $239.57 stock price on December 29, 2023; 6,260 shares x 150% x $239.57 stock price | |
| 42 | | | CUMMINS2024 PROXY | | | EXECUTIVE COMPENSATION | |
| Tony Satterthwaite ![]() Senior Vice President | | | ![]() (1) The salary shown is based on the annual salary rate after giving effect to any salary adjustments for the year. (2) The target incentive values differ from those shown in the Summary Compensation Table because the table shows earned not target annual incentive awards. | |
Pay Component | | | Target | | | Performance Factor | | | Realized | | | Comments | |
Salary for 2023 | | | $740,000 | | | Not Applicable | | | $740,000 | | | — | |
Annual Bonus for 2023 | | | $703,000 | | | 170% | | | $1,195,100 | | | $703,000 x 170% | |
Performance Cash for 2021-2023 cycle | | | $690,000 | | | 150% | | | $1,035,000 | | | $690,000 x 150% | |
Performance Shares for 2021-2023 cycle | | | 7,190 | | | 150% | | | 10,785 Performance shares earned for 2021-2023 cycle, valued at $2,583,762 | | | Value reflected $239.57 stock price on December 29, 2023; 7,190 shares x 150% x $239.57 stock price | |
| EXECUTIVE COMPENSATION | | | CUMMINS | | | 43 | |
| ![]() ![]() | | | ![]() ![]() (1) The salary shown |
Pay Component | | | Target | | | Performance Factor | | | Realized | | | Comments | |
Salary for 2022 | | | $740,000 | | | Not Applicable | | | $740,000 | | | — | |
Annual Bonus for 2022 | | | $703,000 | | | 70% | | | $492,100 | | | $703,000 x 70% | |
Performance Cash for 2020-2022 cycle | | | $942,000 | | | 90% | | | $847,800 | | | $942,000 x 90% | |
Performance Shares for 2020-2022 cycle | | | 5,220 | | | 90% | | | 4,698 Performance shares earned for 2020-2022 cycle, valued at $1,138,278 | | | Value reflected $242.29 stock price on December 30, 2022; 5,220 shares x 90% x $242.29 stock price | |
![]() Distribution | ![]() (2) The target incentive values differ from those shown in the Summary Compensation Table because the table shows earned not target annual incentive awards. (3) The $500,000 one-time bonus payment made to Mr. Boakye as part of his sign-on package is excluded from this chart as it was not part of his target | |
Pay Component | | | Target | | | Performance Factor | | | Realized | | | Comments | |
Salary for 2023 | | | $625,000 | | | Not Applicable | | | $625,000 | | | — | |
Annual Bonus for 2023 | | | $500,000 | | | 170% | | | $850,000 | | | $500,000 x 170% | |
Performance Cash for 2021-2023 cycle | | | $500,000 | | | 150% | | | $750,000 | | | $500,000 x 150% | |
Performance Shares for 2021-2023 cycle | | | 0 | | | 0% | | | $0 | | | — | |
| 44 | | | CUMMINS2024 PROXY | | | EXECUTIVE COMPENSATION | |
| Sharon Barner ![]() Vice President – Chief Administrative Officer | | | ![]() (1) The salary shown is based on the annual salary rate after giving effect to any salary adjustments for the year. (2) The target incentive values differ from those shown in the Summary Compensation Table because the table shows earned not target annual incentive awards. | |
Pay Component | | | Target | | | Performance Factor | | | Realized | | | Comments | |
Salary for 2022 | | | $680,000 | | | Not Applicable | | | $680,000 | | | — | |
Annual Bonus for 2022 | | | $612,000 | | | 70% | | | $428,400 | | | $612,000 x 70% | |
Performance Cash for 2020-2022 cycle | | | $512,000 | | | 90% | | | $460,800 | | | $512,000 x 90% | |
Performance Shares for 2020-2022 cycle | | | 2,840 | | | 90% | | | 2,556 Performance shares earned for 2020-2022 cycle, valued at $619,293 | | | Value reflected $242.29 stock price on December 30, 2022; 2,840 shares x 90% x $242.29 stock price | |
Pay Component | | | Target | | | Performance Factor | | | Realized | | | Comments | |
Salary for 2023 | | | $720,000 | | | Not Applicable | | | $715,000 | | | The realized salary differs from the target amount due to a change in salary that occurred during the year | |
Annual Bonus for 2023 | | | $720,000 | | | 170% | | | $1,215,500 | | | $715,000 x 170% | |
Performance Cash for 2021-2023 cycle | | | $450,000 | | | 150% | | | $675,000 | | | $450,000 x 150% | |
Performance Shares for 2021-2023 cycle | | | 4,690 | | | 150% | | | 7,035 Performance shares earned for 2021-2023 cycle, valued at $1,685,374 | | | Value reflected $239.57 stock price on December 29, 2023; 4,690 shares x 150% x $239.57 stock price | |
| EXECUTIVE COMPENSATION | | | CUMMINS | | | 45 | |
| ![]() ![]() | | | ![]() ![]() (1) The salary shown is based on the (2) The target incentive values differ from those shown in the Summary Compensation Table because the table shows earned not target annual incentive awards. (3) | |
Pay Component | | | Target | | | Performance Factor | | | Realized | | | Comments | |
Salary for 2022 | | | $700,000 | | | Not Applicable | | | $700,000 | | | — | |
Annual Bonus for 2022 | | | $700,000 | | | 70% | | | $490,000 | | | $700,000 x 70% | |
Performance Cash for 2020-2022 cycle | | | $614,000 | | | 90% | | | $552,600 | | | $614,000 x 90% | |
Performance Shares for 2020-2022 cycle | | | 3,410 | | | 90% | | | 3,069 Performance shares earned for 2020-2022 cycle, valued at $743,588 | | | Value reflected $242.29 stock price on December 30, 2022; 3,410 shares x 90% x $242.29 stock price | |
Pay Component | | | Target | | | Performance Factor | | | Realized | | | Comments | |
Salary for 2023 | | | $1,150,000 | | | Not Applicable | | | $670,833 | | | Realized amount reflects base salary received prior to retirement on July 31, 2023 | |
Annual Bonus for 2023 | | | $1,725,000 | | | 170% | | | $0 | | | Our Committee concluded to reduce Mr. Linebargers’s 2023 annual bonus to $0 in light of the Agreement in Principle to resolve certain regulatory civil claims regarding our emissions certification and compliance process for certain engines primarily used in pick-up truck applications | |
Performance Cash for 2021-2023 cycle | | | $2,700,000 | | | 150% | | | $2,325,000 | | | The realized performance cash for Mr. Linebarger reflect the pro ration of his awards due to his retirement on July 31, 2023 | |
Performance Shares for 2021-2023 cycle | | | 28,150 | | | 150% | | | 36,360 Performance shares earned for 2021-2023 cycle, valued at $8,710,765 | | | The realized performance shares for Mr. Linebarger reflect the pro ration of his awards due to his retirement on July 31, 2023 | |
| 46 | | | CUMMINS | | | EXECUTIVE COMPENSATION | |
| | | | | | |||
| The three primary elements of our executive compensation program are base salary, annual bonus, and long-term incentive compensation. We target the median of the market for our total compensation package. This approach mitigates the need for executives to take significant risks to earn average competitive compensation and also ensures that the interests of our executives are closely aligned with those of our shareholders. | | | The performance goals set forth in our annual bonus and long-term incentive plans are based upon budgeted levels that are reviewed and approved by the Committee. We believe these goals are challenging yet attainable at their targeted levels without the need to take inappropriate risks, take actions that would violate our Code of Business Conduct, or make material changes to our long-term business strategy or operations. Payouts under both incentive plans are capped at 200% of target to make it less likely that executives would pursue outsized short-term achievements at the expense of the long term. | | | Our long-term incentive plan awards are based on a three-year performance period, which encourages our employees to focus on the sustained growth of our company rather than seeking potentially unsustainable short-term gains. | |
| | | | | | |||
| Amounts paid to any officer under our annual bonus or long-term incentive compensation plans are subject to recovery in accordance with our | | | We pay incentive compensation only after our audited financial results are complete and the Committee has certified our performance results and the associated incentive awards. Additionally, we have stock ownership requirements for all officers that ensure the interests of our leaders and shareholders are aligned. We also prohibit officers from engaging in forms of hedging or monetization transactions involving the establishment of a short position in our securities and from entering into any arrangement that, directly or indirectly, involves the use of our securities as collateral for a loan. | | | In measuring financial performance under our annual short- and long-term bonus plans, the Talent Management and Compensation Committee has discretion to adjust performance results that reflect significant transactions or other unusual items if such events were not anticipated at the time performance targets were initially established. We believe allowing these exclusions ensures our executives will focus on the merits of proposed transactions for Cummins rather than the effect a proposed action may have on incentive compensation. | |
| EXECUTIVE COMPENSATION | | | CUMMINS | | | 47 | |
| 48 | | | CUMMINS | | | EXECUTIVE COMPENSATION | |
For Our Chief Executive Officer | | | For Our Named Executive Officers (except our Chief Executive Officer) | |
• Severance equal to three years’ base salary plus three annual bonus payments calculated at a 1.0 payout factor | | | • Severance equal to two years’ base salary plus two annual bonus payments calculated at a 1.0 payout factor | |
• Full vesting of certain insurance and retirement benefits | | | • Full vesting of certain insurance and retirement benefits | |
• Continuation for the three-year severance period of certain other benefits or an equivalent cash payment | | | • Continuation for the two-year severance period of certain other benefits or an equivalent cash payment | |
Group | | | Stock Ownership Requirement | |
Chief Executive Officer | | | Five times (5×) base salary | |
Members of the Cummins Leadership Team (including all of the Named Executive Officers other than the Chief Executive Officer) | | | Three times (3×) base salary | |
All Other Officers | | | One time (1×) base salary | |
| EXECUTIVE COMPENSATION | | | CUMMINS | | | 49 | |
| 50 | | | CUMMINS | | | EXECUTIVE COMPENSATION | |
Name and Principal Position | | | Year | | | (1) Annual Salary | | | (2) Bonus | | | (3) Stock Awards | | | (4) Option Awards | | | (5) Non-Equity Incentive Plan Compensation | | | (6) Change in Pension Value and Nonqualified Deferred Compensation Earnings | | | (7) All Other Compensation | | | Total Compensation | | |||||||||||||||||||||||||||
J. W. Rumsey, President and Chief Executive Officer(8) | | | | | 2022 | | | | | | $1,062,833 | | | | | | $0 | | | | | | $4,478,567 | | | | | | $0 | | | | | | $1,532,908 | | | | | | $0 | | | | | | $59,103 | | | | | | $7,133,411 | | |
| | | 2021 | | | | | | $716,667 | | | | | | $0 | | | | | | $1,757,020 | | | | | | $0 | | | | | | $1,277,983 | | | | | | $427,832 | | | | | | $25,829 | | | | | | $4,205,331 | | | ||
N. T. Linebarger, Executive Chairman(8) | | | | | 2022 | | | | | | $1,397,917 | | | | | | $0 | | | | | | $5,024,835 | | | | | | $0 | | | | | | $4,850,425 | | | | | | $24,768 | | | | | | $223,106 | | | | | | $11,521,051 | | |
| | | 2021 | | | | | | $1,575,000 | | | | | | $0 | | | | | | $6,879,016 | | | | | | $0 | | | | | | $6,225,300 | | | | | | $465,336 | | | | | | $501,267 | | | | | | $15,645,919 | | | ||
| | | 2020 | | | | | | $1,214,063 | | | | | | $0 | | | | | | $2,567,468 | | | | | | $2,431,255 | | | | | | $5,253,600 | | | | | | $5,456,681 | | | | | | $368,514 | | | | | | $17,291,581 | | | ||
M. A. Smith, Vice President and Chief Financial Officer | | | | | 2022 | | | | | | $735,000 | | | | | | $0 | | | | | | $1,255,754 | | | | | | $0 | | | | | | $1,251,600 | | | | | | $0 | | | | | | $29,814 | | | | | | $3,272,168 | | |
| | | 2021 | | | | | | $710,000 | | | | | | $0 | | | | | | $1,529,756 | | | | | | $0 | | | | | | $1,522,150 | | | | | | $1,237,182 | | | | | | $28,258 | | | | | | $5,027,346 | | | ||
| | | 2020 | | | | | | $628,646 | | | | | | $0 | | | | | | $570,269 | | | | | | $540,138 | | | | | | $816,550 | | | | | | $1,417,088 | | | | | | $27,407 | | | | | | $4,000,098 | | | ||
L. L. Satterthwaite, Senior Vice President | | | | | 2022 | | | | | | $740,000 | | | | | | $0 | | | | | | $1,284,831 | | | | | | $0 | | | | | | $1,339,900 | | | | | | $0 | | | | | | $41,665 | | | | | | $3,406,396 | | |
| | | 2021 | | | | | | $740,000 | | | | | | $0 | | | | | | $5,234,931 | | | | | | $0 | | | | | | $1,651,000 | | | | | | $242,905 | | | | | | $50,511 | | | | | | $7,919,347 | | | ||
| | | 2020 | | | | | | $655,208 | | | | | | $0 | | | | | | $655,684 | | | | | | $621,248 | | | | | | $1,106,500 | | | | | | $1,497,738 | | | | | | $71,018 | | | | | | $4,607,396 | | | ||
T. A. Embree Vice President and President – Distribution | | | | | 2022 | | | | | | $670,000 | | | | | | $0 | | | | | | $1,282,098 | | | | | | $0 | | | | | | $882,900 | | | | | | $0 | | | | | | $26,852 | | | | | | $2,861,850 | | |
S. R. Barner Vice President – Chief Administration Officer and Corporate Secretary | | | | | 2022 | | | | | | $695,000 | | | | | | $750,000 | | | | | | $837,775 | | | | | | $0 | | | | | | $1,039,100 | | | | | | $0 | | | | | | $32,986 | | | | | | $3,354,861 | | |
Name and Principal Position | | | Year | | | (1) Annual Salary | | | (2) Bonus | | | (3) Stock Awards | | | (4) Option Awards | | | (5) Non-Equity Incentive Plan Compensation | | | (6) Change in Pension Value and Nonqualified Deferred Compensation Earnings | | | (7) All Other Compensation | | | Total Compensation | | |||||||||||||||||||||||||||
J. W. Rumsey, Chair and Chief Executive Officer | | | | | 2023 | | | | | | $1,500,000 | | | | | | $0 | | | | | | $6,186,989 | | | | | | $0 | | | | | | $3,266,250 | | | | | | $1,834,671 | | | | | | $58,158 | | | | | | $12,846,068 | | |
| | | 2022 | | | | | | $1,062,833 | | | | | | $0 | | | | | | $4,478,567 | | | | | | $0 | | | | | | $1,532,908 | | | | | | $0 | | | | | | $59,103 | | | | | | $7,133,411 | | | ||
| | | 2021 | | | | | | $716,667 | | | | | | $0 | | | | | | $1,757,020 | | | | | | $0 | | | | | | $1,277,983 | | | | | | $427,832 | | | | | | $25,829 | | | | | | $4,205,331 | | | ||
N. T. Linebarger, Executive Chairman | | | | | 2023 | | | | | | $670,833 | | | | | | $0 | | | | | | $0 | | | | | | $0 | | | | | | $3,487,500 | | | | | | $31,313 | | | | | | $53,051 | | | | | | $4,242,697 | | |
| | | 2022 | | | | | | $1,397,917 | | | | | | $0 | | | | | | $5,024,835 | | | | | | $0 | | | | | | $4,850,425 | | | | | | $24,768 | | | | | | $223,106 | | | | | | $11,521,051 | | | ||
| | | 2021 | | | | | | $1,575,000 | | | | | | $0 | | | | | | $6,879,016 | | | | | | $0 | | | | | | $6,225,300 | | | | | | $465,336 | | | | | | $501,267 | | | | | | $15,645,919 | | | ||
M. A. Smith, Vice President and Chief Financial Officer | | | | | 2023 | | | | | | $805,000 | | | | | | $0 | | | | | | $1,953,902 | | | | | | $0 | | | | | | $2,268,500 | | | | | | $1,549,446 | | | | | | $32,099 | | | | | | $6,608,947 | | |
| | | 2022 | | | | | | $735,000 | | | | | | $0 | | | | | | $1,255,754 | | | | | | $0 | | | | | | $1,251,600 | | | | | | $0 | | | | | | $29,814 | | | | | | $3,272,168 | | | ||
| | | 2021 | | | | | | $710,000 | | | | | | $0 | | | | | | $1,529,756 | | | | | | $0 | | | | | | $1,522,150 | | | | | | $1,237,182 | | | | | | $28,258 | | | | | | $5,027,346 | | | ||
L.L. Satterthwaite, Senior Vice President | | | | | 2023 | | | | | | $740,000 | | | | | | $0 | | | | | | $1,498,066 | | | | | | $0 | | | | | | $2,230,100 | | | | | | $262,392 | | | | | | $31,279 | | | | | | $4,761,837 | | |
| | | 2022 | | | | | | $740,000 | | | | | | $0 | | | | | | $1,284,831 | | | | | | $0 | | | | | | $1,339,900 | | | | | | $0 | | | | | | $41,665 | | | | | | $3,406,396 | | | ||
| | | 2021 | | | | | | $740,000 | | | | | | $0 | | | | | | $5,234,931 | | | | | | $0 | | | | | | $1,651,000 | | | | | | $242,905 | | | | | | $50,511 | | | | | | $7,919,347 | | | ||
S. R. Barner Vice President and Chief Administrative Officer | | | | | 2023 | | | | | | $715,000 | | | | | | $0 | | | | | | $1,042,229 | | | | | | $0 | | | | | | $1,890,500 | | | | | | $405,236 | | | | | | $51,010 | | | | | | $4,103,975 | | |
| | | 2022 | | | | | | $695,000 | | | | | | $750,000 | | | | | | $837,775 | | | | | | $0 | | | | | | $1,039,100 | | | | | | $0 | | | | | | $32,986 | | | | | | $3,354,861 | | | ||
M. Boakye, Chief Human Resources Officer | | | | | 2023 | | | | | | $625,000 | | | | | | $500,000 | | | | | | $975,845 | | | | | | $0 | | | | | | $1,600,000 | | | | | | $0 | | | | | | $74,855 | | | | | | $3,775,700 | | |
| | J. W. Rumsey | | N. T. Linebarger | | M. A. Smith | | L. L. Satterthwaite | | T. A. Embree | | S. R. Barner | | | J. W. Rumsey | | N. T. Linebarger | | M. A. Smith | | L. L. Satterthwaite | | S.R. Barner | | M. Boakye | | ||||||||||||||||||||||||||||||||||||||||||||||||
Annual Bonus Plan | | | | 1,072,108 | | | | | 1,532,125 | | | | | 514,500 | | | | | 492,100 | | | | | 422,100 | | | | | 486,500 | | | | | | 2,231,250 | | | | | 0 | | | | | 1,368,500 | | | | | 1,195,100 | | | | | 1,215,500 | | | | | 850,000 | | | ||||||||||||
Performance Cash | | | | 460,800 | | | | | 3,318,300 | | | | | 737,100 | | | | | 847,800 | | | | | 460,800 | | | | | 552,600 | | | | | | 1,035,000 | | | | | 3,487,500 | | | | | 900,000 | | | | | 1,035,000 | | | | | 675,000 | | | | | 750,000 | | | ||||||||||||
TOTAL | | | | 1,532,908 | | | | | 4,850,425 | | | | | 1,251,600 | | | | | 1,339,900 | | | | | 882,900 | | | | | 1,039,100 | | | | | | 3,266,250 | | | | | 3,487,500 | | | | | 2,268,500 | | | | | 2,230,100 | | | | | 1,890,500 | | | | | 1,600,000 | | |
| | J. W. Rumsey | | N. T. Linebarger | | M. A. Smith | | L. L. Satterthwaite | | T. A. Embree | | S. R Barner | | | J.W.Rumsey | | N. T. Linebarger | | M. A. Smith | | L. L. Satterthwaite | | S.R Barner | | M. Boakye | | ||||||||||||||||||||||||||||||||||||||||||||||||
Cummins Inc. Pension Plan A (Qualified) | | | | $(40,370) | | | | | $(8,685) | | | | | $(6,152) | | | | | $(15,673) | | | | | $(47,903) | | | | | $24,000 | | | | | | $51,075 | | | | | $(713,575) | | | | | $45,687 | | | | | $56,000 | | | | | $30,000 | | | | | $0 | | | ||||||||||||
Cummins Excess Benefit Plan (Non-qualified) | | | | $42,227 | | | | | $395,533 | | | | | $58,810 | | | | | $135,543 | | | | | $(2,243) | | | | | $68,000 | | | | | | $163,361 | | | | | $299,029 | | | | | $83,537 | | | | | $97,000 | | | | | $64,000 | | | | | $0 | | | ||||||||||||
Supplemental Life Insurance and Deferred Income Program (Non-qualified) | | | | $(1,201,735) | | | | | $(8,442,442) | | | | | $(707,546) | | | | | $(1,968,893) | | | | | $(1,951,841) | | | | | $(1,530,236) | | | | | | $1,620,235 | | | | | $(47,724) | | | | | $1,420,222 | | | | | $23,120 | | | | | $31,474 | | | | | $0 | | | ||||||||||||
Sub-total | | | | $(1,199,878)* | | | | | $(8,055,594)* | | | | | $(654,888)* | | | | | $(1,849,023)* | | | | | $(2,001,987)* | | | | | $(1,438,236)* | | | | | | $1,834,671 | | | | | $(462,270)* | | | | | $1,549,446 | | | | | $176,120 | | | | | $125,474 | | | | | $0 | | | ||||||||||||
Above-market earnings on non-qualified deferred compensation: | | | | $0 | | | | | $24,768 | | | | | $0 | | | | | $0 | | | | | $0 | | | | | $0 | | | | | | $0 | | | | | $31,313 | | | | | $0 | | | | | $86,272 | | | | | $279,762 | | | | | $0 | | | ||||||||||||
TOTAL | | | | $0 | | | | | $24,768 | | | | | $0 | | | | | $0 | | | | | $0 | | | | | $0 | | | | | | $1,834,671 | | | | | $31,313 | | | | | $1,549,446 | | | | | $262,392 | | | | | $405,236 | | | | | $0 | | |
| EXECUTIVE COMPENSATION | | | CUMMINS2024 PROXY | | | 51 | |
| | J. W. Rumsey | | N. T. Linebarger | | M. A. Smith | | L. L. Satterthwaite | | T. A. Embree | | S. R. Barner | | | J.W. Rumsey | | N. T. Linebarger | | M. A. Smith | | L. L. Satterthwaite | | S.R. Barner | | M. Boakye | | ||||||||||||||||||||||||||||||||||||||||||||||||
Financial Counseling | | | | $13,085 | | | | | $13,085 | | | | | $13,085 | | | | | $12,480 | | | | | $13,085 | | | | | $13,085 | | | | | | $13,410 | | | | | $13,410 | | | | | $13,410 | | | | | $10,480 | | | | | $13,410 | | | | | $15,888 | | | ||||||||||||
Personal use of Company Aircraft | | | | $31,548 | | | | | $183,474 | | | | | $0 | | | | | $12,038 | | | | | $0 | | | | | $0 | | | | | | $28,379 | | | | | $14,957 | | | | | $0 | | | | | $0 | | | | | $16,107 | | | | | $0 | | | ||||||||||||
Life Insurance Costs | | | | $3,295 | | | | | $15,372 | | | | | $5,554 | | | | | $5,972 | | | | | $2,592 | | | | | $8,726 | | | | | | $4,319 | | | | | $12,635 | | | | | $6,639 | | | | | $8,749 | | | | | $9,443 | | | | | $959 | | | ||||||||||||
Relocation | | | | $0 | | | | | $0 | | | | | $0 | | | | | $0 | | | | | $0 | | | | | $46,457 | | | |||||||||||||||||||||||||||||||||||||||||||
Company Contributions under the Retirement and Savings Plan | | | | $11,175 | | | | | $11,175 | | | | | $11,175 | | | | | $11,175 | | | | | $11,175 | | | | | $11,175 | | | | | | $12,050 | | | | | $12,050 | | | | | $12,050 | | | | | $12,050 | | | | | $12,050 | | | | | $11,550 | | | ||||||||||||
TOTAL | | | | $59,103 | | | | | $223,106 | | | | | $29,814 | | | | | $41,665 | | | | | $26,852 | | | | | $32,986 | | | | | | $58,158 | | | | | $53,052 | | | | | $32,099 | | | | | $31,279 | | | | | $51,010 | | | | | $74,854 | | |
| 52 | | | CUMMINS | | | EXECUTIVE COMPENSATION | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | All Other Stock Awards: Number of Shares or Units (#) | | All Other Option Awards: Number of Securities Underlying Options (#) | | | (7) | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | All Other Stock Awards: Number of Shares or Units (#) | | All Other Option Awards: Number of Securities Underlying Options (#) | | | (4) | | |||||||||||||||||||||||||||||||||
| | | | | | | | Date of Committee Action | | | Estimated Future Payouts Under Non-Equity Incentive Plan Awards | | Estimated Future Payouts Under Equity Incentive Plan Awards | | | Exercise or Base Price of Option Awards ($) | | Grant Date Fair Value of Stock and Option Awards | | | | | | | | | Date of Committee Action | | | Estimated Future Payouts Under Non-Equity Incentive Plan Awards | | Estimated Future Payouts Under Equity Incentive Plan Awards | | | Exercise or Base Price of Option Awards ($) | | Grant Date Fair Value of Stock and Option Awards | | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Name | | Grant Date | | Threshold ($) | | Target ($) | | Maximum ($) | | Threshold (#) | | Target (#) | | Maximum (#) | | | Grant Date | | | Threshold ($) | | Target ($) | | Maximum ($) | | Threshold (#) | | Target (#) | | Maximum (#) | | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
J. W. Rumsey | | | | | N/A | | | | | N/A(1) | | | | | td53,158 | | | | | td,531,583 | | | | | $3,063,167 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| | | N/A | | | | | N/A(2) | | | | | $82,500 | | | | | $825,000 | | | | | td,650,000 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| | | N/A | | | | | N/A(3) | | | | | td42,500 | | | | | td,425,000 | | | | | td,850,000 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| | | 4/4/22 | | | | | 2/3/22(4) | | | | | | | | | | | | | | | | | | | | 845 | | | | | 8,450 | | | | | 16,900 | | | | | | | | | | | | | | td,535,619 | | | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| | | 8/1/22 | | | | | 7/12/2022(5) | | | | | | | | | | | | | | | | | | | | 1,459 | | | | | 14,590 | | | | | 29,180 | | | | | | | | | | | | | | td,942,949 | | | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
J.W. Rumsey | | | | | N/A | | | | | N/A(1) | | | | | td62,500 | | | | | td,625,000 | | | | | $5,250,000 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| | | N/A | | | | | N/A(2) | | | | | td85,000 | | | | | td,850,000 | | | | | $5,700,000 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| | | 4/3/23 | | | | | 2/13/23(3) | | | | | | | | | | | | | | | | | | | | 2,796 | | | | | 27,960 | | | | | 55,920 | | | | | | | | | | | $6,186,989 | | | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
N. T. Linebarger | | | | | N/A | | | | | N/A(1) | | | | | td18,875 | | | | | td,188,750 | | | | | $4,377,500 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | N/A | | | | | N/A(1) | | | | | td00,625 | | | | | td,006,250 | | | | | td,012,500 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | ||||||||||||||||||||||
| | | N/A | | | | | N/A(2) | | | | | $52,500 | | | | | $525,000 | | | | | td,050,000 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | N/A | | | | | N/A(2) | | | | | $0 | | | | | $0 | | | | | $0 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |||||||||||||||||||||||||
| | | 4/4/22 | | | | | 2/3/22(4) | | | | | | | | | | | | | | | | | | | | 2,765 | | | | | 27,650 | | | | | 55,300 | | | | | | | | | | | | | | $5,024,835 | | | | | | 4/3/23 | | | | | 2/13/23(3) | | | | | | | | | | | | | | | | | | | | 0 | | | | | 0 | | | | | 0 | | | | | | | | | | | $0 | | | |||||||||||||||||||||||||
M. A. Smith | | | | | N/A | | | | | N/A(1) | | | | | $73,500 | | | | | $735,000 | | | | | td,470,000 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | N/A | | | | | N/A(1) | | | | | $80,500 | | | | | $805,000 | | | | | td,610,000 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | ||||||||||||||||||||||
| | | N/A | | | | | N/A(2) | | | | | $67,500 | | | | | $675,000 | | | | | td,350,000 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | N/A | | | | | N/A(2) | | | | | $90,000 | | | | | $900,000 | | | | | td,800,000 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |||||||||||||||||||||||||
| | | 4/4/22 | | | | | 2/3/22(4) | | | | | | | | | | | | | | | | | | | | 691 | | | | | 6,910 | | | | | 13,820 | | | | | | | | | | | | | | td,255,754 | | | | | | 4/3/23 | | | | | 2/13/23(3) | | | | | | | | | | | | | | | | | | | | 883 | | | | | 8,830 | | | | | 17,660 | | | | | | | | | | | td,953,902 | | | |||||||||||||||||||||||||
L. L. Satterthwaite | | | | | N/A | | | | | N/A(1) | | | | | $70,300 | | | | | $703,000 | | | | | td,406,000 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | N/A | | | | | N/A(1) | | | | | $70,300 | | | | | $703,000 | | | | | td,406,000 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | ||||||||||||||||||||||
| | | N/A | | | | | N/A(2) | | | | | $69,000 | | | | | $690,000 | | | | | td,380,000 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | N/A | | | | | N/A(2) | | | | | $69,000 | | | | | $690,000 | | | | | td,380,000 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |||||||||||||||||||||||||
| | | 4/4/22 | | | | | 2/3/22(4) | | | | | | | | | | | | | | | | | | | | 707 | | | | | 7,070 | | | | | 14,140 | | | | | | | | | | | | | | td,284,831 | | | | | | 4/3/23 | | | | | 2/13/23(3) | | | | | | | | | | | | | | | | | | | | 677 | | | | | 6,770 | | | | | 13,540 | | | | | | | | | | | td,498,066 | | | |||||||||||||||||||||||||
T. A. Embree | | | | | N/A | | | | | N/A(1) | | | | | $60,300 | | | | | $603,000 | | | | | td,206,000 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| | | N/A | | | | | N/A(2) | | | | | $40,500 | | | | | $405,000 | | | | | $810,000 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| | | N/A | | | | | N/A(3) | | | | | $4,500 | | | | | $45,000 | | | | | $90,000 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| | | 4/4/22 | | | | | 2/3/22(4) | | | | | | | | | | | | | | | | | | | | 415 | | | | | 4,150 | | | | | 8,300 | | | | | | | | | | | | | | $754,180 | | | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| | | 3/1/2022 | | | | | 7/9/21(6) | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 2,202 | | | | | | | | | $431,746 | | | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| | | 8/12/2022 | | | | | 8/12/2022(5) | | | | | | | | | | | | | | | | | | | | 46 | | | | | 460 | | | | | 920 | | | | | | | | | | | | | | $96,172 | | | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
S. R. Barner | | | | | N/A | | | | | N/A(1) | | | | | $69,500 | | | | | $695,000 | | | | | td,390,000 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| | | N/A | | | | | N/A(2) | | | | | $45,000 | | | | | $450,000 | | | | | $900,000 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| | | 4/4/22 | | | | | 2/3/22(4) | | | | | | | | | | | | | | | | | | | | 461 | | | | | 4,610 | | | | | 9,220 | | | | | | | | | | | | | | $837,775 | | | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
S.R. Barner | | | | | N/A | | | | | N/A(1) | | | | | $71,500 | | | | | $715,000 | | | | | td,430,000 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| | | N/A | | | | | N/A(2) | | | | | $48,000 | | | | | $480,000 | | | | | $960,000 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| | | 4/3/23 | | | | | 2/13/23(3) | | | | | | | | | | | | | | | | | | | | 471 | | | | | 4,710 | | | | | 9,420 | | | | | | | | | | | td,042,229 | | | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
M. Boakye | | | | | N/A | | | | | N/A(1) | | | | | $50,000 | | | | | $500,000 | | | | | td,000,000 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| | | N/A | | | | | N/A(2) | | | | | $45,000 | | | | | $450,000 | | | | | $900,000 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| | | 4/3/23 | | | | | 2/13/23(3) | | | | | | | | | | | | | | | | | | | | 441 | | | | | 4,410 | | | | | 8,820 | | | | | | | | | | | $975,845 | | |
| | | CUMMINS | | | |
Name | | Number of Securities Underlying Unexercised Options (#) Exercisable | | Number of Securities Underlying Unexercised Options (#) Unexercisable | | Option Exercise Price ($) | | Option Expiration Date | | Number of Shares or Units of Stock That Have Not Vested (#) | | Market Value of Shares or Units of Stock That Have Not Vested ($) | | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#)(3) | | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($)(4) | | | Number of Securities Underlying Unexercised Options (#) Exercisable | | Number of Securities Underlying Unexercised Options (#) Unexercisable | | Option Exercise Price ($) | | Option Expiration Date | | Number of Shares or Units of Stock That Have Not Vested (#) | | Market Value of Shares or Units of Stock That Have Not Vested ($) | | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#)(3) | | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($)(4) | | ||||||||||||||||
J. W. Rumsey | | | | | 13,320(1) | | td42.12 | | 4/6/2030 | | — | | $— | | 30,230 | | $7,324,427 | | ||||||||||||||||||||||||||||||||
| 1,235(12) | | | | td66.18 | | 10/16/2029 | | | | | | | | | | ||||||||||||||||||||||||||||||||||
| 12,330(2) | | | | td63.43 | | 4/4/2029 | | | | | | | | | | ||||||||||||||||||||||||||||||||||
| 6,950(5) | | | | td60.10 | | 4/3/2028 | | | | | | | | | | ||||||||||||||||||||||||||||||||||
| 8,760(6) | | | | td49.72 | | 4/3/2027 | | | | | | | | | | ||||||||||||||||||||||||||||||||||
| 11,640(7) | | | | td09.09 | | 4/4/2026 | | | | | | | | | | ||||||||||||||||||||||||||||||||||
| 1,340(13) | | | | td28.05 | | 8/15/2025 | | | | | | | | | | ||||||||||||||||||||||||||||||||||
| 2,680(8) | | | | td36.82 | | 4/2/2025 | | | | | | | | | | ||||||||||||||||||||||||||||||||||
| 350(14) | | | | td54.35 | | 7/1/2024 | | | | | | | | | | ||||||||||||||||||||||||||||||||||
| 1,070(9) | | | | td49.34 | | 4/2/2024 | | | | | | | | | | ||||||||||||||||||||||||||||||||||
| 1,430(10) | | | | td11.84 | | 4/2/2023 | | | | | | | | | | ||||||||||||||||||||||||||||||||||
N. T. Linebarger | | | | | 95,920(1) | | td42.12 | | 4/6/2030 | | — | | $— | | 55,800 | | td3,519,782 | | ||||||||||||||||||||||||||||||||
| 98,670(2) | | | | td63.43 | | 4/4/2029 | | | | | | | | | | ||||||||||||||||||||||||||||||||||
| 61,700(5) | | | | td60.10 | | 4/3/2028 | | | | | | | | | | ||||||||||||||||||||||||||||||||||
| 85,050(6) | | | | td49.72 | | 4/3/2027 | | | | | | | | | | ||||||||||||||||||||||||||||||||||
| 131,920(7) | | | | td09.09 | | 4/4/2026 | | | | | | | | | | ||||||||||||||||||||||||||||||||||
| 60,780(8) | | | | td36.82 | | 4/2/2025 | | | | | | | | | | ||||||||||||||||||||||||||||||||||
| 44,890(9) | | | | td49.34 | | 4/2/2024 | | | | | | | | | | ||||||||||||||||||||||||||||||||||
J.W. Rumsey | | | 13,320(1) | | | | td42.12 | | 4/6/2030 | | — | | $— | | 51,000 | | td2,218,070 | | ||||||||||||||||||||||||||||||||
| 1,235 (11) | | | | td66.18 | | 10/16/2029 | | | | | | | | | | ||||||||||||||||||||||||||||||||||
| 12,330(2) | | | | td63.43 | | 4/4/2029 | | | | | | | | | | ||||||||||||||||||||||||||||||||||
| 6,950(5) | | | | td60.10 | | 4/3/2028 | | | | | | | | | | ||||||||||||||||||||||||||||||||||
| 8,760(6) | | | | td49.72 | | 4/3/2027 | | | | | | | | | | ||||||||||||||||||||||||||||||||||
| 11,640(7) | | | | td09.09 | | 4/4/2026 | | | | | | | | | | ||||||||||||||||||||||||||||||||||
| 1,340 (12) | | | | td28.05 | | 8/15/2025 | | | | | | | | | | ||||||||||||||||||||||||||||||||||
| 2,680(8) | | | | td36.82 | | 4/2/2025 | | | | | | | | | | ||||||||||||||||||||||||||||||||||
| 350 (13) | | | | td54.35 | | 7/1/2024 | | | | | | | | | | ||||||||||||||||||||||||||||||||||
| 1,070(9) | | | | td49.34 | | 4/2/2024 | | | | | | | | | | ||||||||||||||||||||||||||||||||||
N.T. Linebarger | | | 95,920(1) | | | | td42.12 | | 7/31/2028 | | — | | $— | | 5,376 | | td,287,928 | | ||||||||||||||||||||||||||||||||
| 98,670(2) | | | | td63.43 | | 7/31/2028 | | | | | | | | | | ||||||||||||||||||||||||||||||||||
| 61,700(5) | | | | td60.10 | | 4/3/2028 | | | | | | | | | | ||||||||||||||||||||||||||||||||||
| 85,050(6) | | | | td49.72 | | 4/3/2027 | | | | | | | | | | ||||||||||||||||||||||||||||||||||
| 131,920(7) | | | | td09.09 | | 4/4/2026 | | | | | | | | | | ||||||||||||||||||||||||||||||||||
| 60,780(8) | | | | td36.82 | | 4/2/2025 | | | | | | | | | | ||||||||||||||||||||||||||||||||||
| 44,890(9) | | | | td49.34 | | 4/2/2024 | | | | | | | | | | ||||||||||||||||||||||||||||||||||
M. A. Smith | | | | | 21,310(1) | | td42.12 | | 4/6/2030 | | — | | $— | | 13,170 | | $3,190,959 | | | | 21,310(1) | | | | td42.12 | | 4/6/2030 | | — | | $— | | 15,740 | | $3,770,832 | | ||||||||||||||
| 21,580(2) | | | | td63.43 | | 4/4/2029 | | | | | | | | | | | 21,580(2) | | | | td63.43 | | 4/4/2029 | | | | | | | | | | |||||||||||||||||
| 6,080(5) | | | | td60.10 | | 4/3/2028 | | | | | | | | | | | 6,080(5) | | | | td60.10 | | 4/3/2028 | | | | | | | | | | |||||||||||||||||
| 4,380(6) | | | | td49.72 | | 4/3/2027 | | | | | | | | | | | 4,380(6) | | | | td49.72 | | 4/3/2027 | | | | | | | | | | |||||||||||||||||
| 970(11) | | | | td14.13 | | 6/1/2026 | | | | | | | | | | | 970 (10) | | | | td14.13 | | 6/1/2026 | | | | | | | | | | |||||||||||||||||
| 4,360(7) | | | | td09.09 | | 4/4/2026 | | | | | | | | | | | 4,360(7) | | | | td09.09 | | 4/4/2026 | | | | | | | | | | |||||||||||||||||
| 1,790(8) | | | | td36.82 | | 4/2/2025 | | | | | | | | | | | 1,790(8) | | | | td36.82 | | 4/2/2025 | | | | | | | | | | |||||||||||||||||
| 1,070(9) | | | | td49.34 | | 4/2/2024 | | | | | | | | | | | 1,070(9) | | | | td49.34 | | 4/2/2024 | | | | | | | | | | |||||||||||||||||
L. L. Satterthwaite | | | | | 24,510(1) | | td42.12 | | 4/6/2030 | | — | | $— | | 23,077 | | $5,591,326 | | | | 24,510(1) | | | | td42.12 | | 4/6/2030 | | — | | $— | | 18,248 | | $4,371,673 | | ||||||||||||||
| 9,250(12) | | | | td66.18 | | 10/16/2029 | | | | | | | | | | | 9,250 (11) | | | | td66.18 | | 10/16/2029 | | | | | | | | | | |||||||||||||||||
| 15,420(2) | | | | td63.43 | | 4/4/2029 | | | | | | | | | | | 15,420(2) | | | | td63.43 | | 4/4/2029 | | | | | | | | | | |||||||||||||||||
| 10,860(5) | | | | td60.10 | | 4/3/2028 | | | | | | | | | | | 10,860(5) | | | | td60.10 | | 4/3/2028 | | | | | | | | | | |||||||||||||||||
| 15,630(6) | | | | td49.72 | | 4/3/2027 | | | | | | | | | | | 15,630(6) | | | | td49.72 | | 4/3/2027 | | | | | | | | | | |||||||||||||||||
| 24,250(7) | | | | td09.09 | | 4/4/2026 | | | | | | | | | | | 24,250(7) | | | | td09.09 | | 4/4/2026 | | | | | | | | | | |||||||||||||||||
| 11,170(8) | | | | td36.82 | | 4/2/2025 | | | | | | | | | | | 11,170(8) | | | | td36.82 | | 4/2/2025 | | | | | | | | | |
| | | CUMMINS | | | |
Name | | Number of Securities Underlying Unexercised Options (#) Exercisable | | Number of Securities Underlying Unexercised Options (#) Unexercisable | | Option Exercise Price ($) | | Option Expiration Date | | Number of Shares or Units of Stock That Have Not Vested (#) | | Market Value of Shares or Units of Stock That Have Not Vested ($) | | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#)(3) | | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($)(4) | | | Number of Securities Underlying Unexercised Options (#) Exercisable | | Number of Securities Underlying Unexercised Options (#) Unexercisable | | Option Exercise Price ($) | | Option Expiration Date | | Number of Shares or Units of Stock That Have Not Vested (#) | | Market Value of Shares or Units of Stock That Have Not Vested ($) | | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#)(3) | | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($)(4) | | ||||||||||||||||
T. A. Embree | | | | | 13,320(1) | | td42.12 | | 4/6/2030 | | 2,202(15) | | $533,523 | | 8,520 | | td,064,311 | | ||||||||||||||||||||||||||||||||
| | | | | | | | | 1,979(16) | | $479,492 | | | | | | ||||||||||||||||||||||||||||||||||
S. R. Barner | | | | | 15,990(1) | | td42.12 | | 4/6/2030 | | | | | | 9,300 | | td,253,297 | | | | 15,990(1) | | | | td42.12 | | 4/6/2030 | | — | | $— | | 9,320 | | td,232,792 | | ||||||||||||||
| 12,978(2) | | | | td63.43 | | 4/4/2029 | | | | | | | | | | | 12,978(2) | | | | td63.43 | | 4/4/2029 | | | | | | | | | | |||||||||||||||||
| 9,560(5) | | | | td60.10 | | 4/3/2028 | | | | | | | | | | | 9,560(5) | | | | td60.10 | | 4/3/2028 | | | | | | | | | | |||||||||||||||||
| 5,929(6) | | | | td49.72 | | 4/3/2027 | | | | | | | | | | ||||||||||||||||||||||||||||||||||
| 5,540(7) | | | | td09.09 | | 4/4/2026 | | | | | | | | | | ||||||||||||||||||||||||||||||||||
M. Boakye | | N/A | | | | N/A | | N/A | | — | | $— | | 9,020 | | $2,160,921 | |
| | | CUMMINS | | | |
Name | | Grant Year | | Number of Units of Performance Shares | | | Grant Year | | Number of Units of Performance Shares | | Number of Units of Performance Shares | | ||||||||||||||||||||
J. W. Rumsey | | | | | 2022 | | | | | 23,040 | | | ||||||||||||||||||||
| | | 2021 | | | | | 7,190 | | | ||||||||||||||||||||||
J.W. Rumsey | | | | | 2023 | | | | | 27960 | | | | | 27960 | | | |||||||||||||||
| | | 2022 | | | | | 23040 | | | | | 23040 | | | |||||||||||||||||
N. T. Linebarger | | | | | 2022 | | | | | 27,650 | | | | | | | 2023 | | | | | 0 | | | | | 0 | | | |||
| | | 2021 | | | | | 28,150 | | | | | | 2022 | | | | | 5376 | | | | | 5376 | | | ||||||
M. A. Smith | | | | | 2022 | | | | | 6,910 | | | | | | | 2023 | | | | | 8830 | | | | | 8830 | | | |||
| | | 2021 | | | | | 6,260 | | | | | | 2022 | | | | | 6,910 | | | | | 6910 | | | ||||||
L. L. Satterthwaite | | | | | 2022 | | | | | 7,070 | | | | | | | 2023 | | | | | 6770 | | | | | 6770 | | | |||
| | | 2021 | | | | | 7,190 | | | | | | 2022 | | | | | 7,070 | | | | | 7070 | | | ||||||
T. A. Embree | | | | | 2022 | | | | | 4,610 | | | ||||||||||||||||||||
| | | 2021 | | | | | 3,910 | | | ||||||||||||||||||||||
S. R. Barner | | | | | 2022 | | | | | 4,610 | | | ||||||||||||||||||||
| | | 2021 | | | | | 4,690 | | | ||||||||||||||||||||||
S.R. Barner | | | | | 2023 | | | | | 4710 | | | | | 4710 | | | |||||||||||||||
| | | 2022 | | | | | 4,610 | | | | | 4610 | | | |||||||||||||||||
M. Boakye | | | | | 2023 | | | | | 4410 | | | | | 4410 | | | |||||||||||||||
| | | 2022 | | | | | 4,610 | | | | | 4610 | | |
Name | | (1) Number of Shares Acquired on Exercise (#) | | (2) Value Realized on Exercise ($) | | (3) Number of Shares Acquired on Vesting (#) | | (4) Value Realized on Vesting ($) | | | (1) Number of Shares Acquired on Exercise (#) | | (2) Value Realized on Exercise ($) | | (3) Number of Shares Acquired on Vesting (#) | | (4) Value Realized on Vesting ($) | | ||||||||||||||||||||||||||||||||
J. W. Rumsey | | | | 590 | | | | | $50,050 | | | | | 2,682 | | | | | $525,860 | | | |||||||||||||||||||||||||||||
J.W. Rumsey | | | | 1,430 | | | | | $197,626 | | | | | 2,556 | | | | | $636,981 | | | |||||||||||||||||||||||||||||
N. T. Linebarger | | | | 97,610 | | | | | $11,424,735 | | | | | 19,503 | | | | | $3,823,953 | | | | | | — | | | | | — | | | | | 18,396 | | | | | $4,584,467 | | | ||||||||
M. A. Smith | | | | 1,360 | | | | | $146,211 | | | | | 4,266 | | | | | $836,435 | | | | | | — | | | | | — | | | | | 4,086 | | | | | $1,018,272 | | | ||||||||
L. L. Satterthwaite | | | | 20,830 | | | | | $2,454,232 | | | | | 4,878 | | | | | $956,429 | | | | | | — | | | | | — | | | | | 4,698 | | | | | $1,170,789 | | | ||||||||
T. A. Embree | | | | 69,650 | | | | | $6,967,425 | | | | | 3,051 | | | | | $598,210 | | | |||||||||||||||||||||||||||||
S. R. Barner | | | | 22,893 | | | | | $2,099,981 | | | | | 3,051 | | | | | $598,210 | | | |||||||||||||||||||||||||||||
S.R. Barner | | | | 11,469 | | | | | $1,440,765 | | | | | 3,069 | | | | | $764,825 | | | |||||||||||||||||||||||||||||
M. Boakye | | | | — | | | | | — | | | | | — | | | | | — | | |
| | | CUMMINS | | | |
Name | | Plan Name | | Number of Years Credited Service (#) | | Present Value of Accumulated Benefit ($) | | Payments During Last Fiscal Year ($) | | | Plan Name | | Number of Years Credited Service (#) | | Present Value of Accumulated Benefit ($) | | Payments During Last Fiscal Year ($) | | ||||||||||||||||||||||||||
J. W. Rumsey | | | Cummins Pension Plan (Qualified) | | | | 22 | | | | | $335,183 | | | | | $0 | | | |||||||||||||||||||||||||
| Excess Benefit Retirement Plan (Non-qualified) | | | | 22 | | | | | $347,154 | | | | | $0 | | | |||||||||||||||||||||||||||
| Supplemental Life Insurance and Deferred Income Plan (Non-qualified) | | | | 22 | | | | | $3,553,498 | | | | | $0 | | | |||||||||||||||||||||||||||
J.W. Rumsey | | | Cummins Pension Plan (Qualified) | | | | 23 | | | | | $386,258 | | | | | $0 | | | |||||||||||||||||||||||||
| Excess Benefit Retirement Plan (Non-qualified) | | | | 23 | | | | | $510,515 | | | | | $0 | | | |||||||||||||||||||||||||||
| Supplemental Life Insurance and Deferred Income Plan (Non-qualified) | | | | 23 | | | | | $5,173,733 | | | | | $0 | | | |||||||||||||||||||||||||||
N. T. Linebarger | | | Cummins Pension Plan (Qualified) | | | | 29 | | | | | $713,575 | | | | | $0 | | | | | Cummins Pension Plan (Qualified) | | | | 30 | | | | | $0 | | | | | $712,490 | | | ||||||
| Excess Benefit Retirement Plan (Non-qualified) | | | | 29 | | | | | $3,412,425 | | | | | $0 | | | | Excess Benefit Retirement Plan (Non-qualified) | | | | 30 | | | | | $3,711,454 | | | | | $0 | | | |||||||||
| Supplemental Life Insurance and Deferred Income Plan (Non-qualified) | | | | 29 | | | | | $33,930,013 | | | | | $0 | | | | Supplemental Life Insurance and Deferred Income Plan (Non-qualified) | | | | 30 | | | | | $33,882,289 | | | | | td,136,361 | | | |||||||||
M. A. Smith | | | Cummins Pension Plan (Qualified) | | | | 27 | | | | | $366,255 | | | | | $0 | | | | | Cummins Pension Plan (Qualified) | | | | 28 | | | | | $411,942 | | | | | $0 | | | ||||||
| Excess Benefit Retirement Plan (Non-qualified) | | | | 27 | | | | | $340,231 | | | | | $0 | | | | Excess Benefit Retirement Plan (Non-qualified) | | | | 28 | | | | | $423,768 | | | | | $0 | | | |||||||||
| Supplemental Life Insurance and Deferred Income Plan (Non-qualified) | | | | 27 | | | | | $5,041,517 | | | | | $0 | | | | Supplemental Life Insurance and Deferred Income Plan (Non-qualified) | | | | 28 | | | | | $6,461,739 | | | | | $0 | | | |||||||||
L. L. Satterthwaite | | | Cummins Pension Plan (Qualified) | | | | 34 | | | | | $769,000 | | | | | $0 | | | | | Cummins Pension Plan (Qualified) | | | | 35 | | | | | $825,000 | | | | | $0 | | | ||||||
| Excess Benefit Retirement Plan (Non-qualified) | | | | 34 | | | | | $928,000 | | | | | $0 | | | | Excess Benefit Retirement Plan (Non-qualified) | | | | 35 | | | | | td,025,000 | | | | | $0 | | | |||||||||
| Supplemental Life Insurance and Deferred Income Plan (Non-qualified) | | | | 34 | | | | | $8,232,181 | | | | | $0 | | | | Supplemental Life Insurance and Deferred Income Plan (Non-qualified) | | | | 35 | | | | | $8,255,301 | | | | | $0 | | | |||||||||
T. A. Embree | | | Cummins Pension Plan (Qualified) | | | | 22 | | | | | $383,830 | | | | | $0 | | | |||||||||||||||||||||||||
| Excess Benefit Retirement Plan (Non-qualified) | | | | 22 | | | | | $421,660 | | | | | $0 | | | |||||||||||||||||||||||||||
| Supplemental Life Insurance and Deferred Income Plan (Non-qualified) | | | | 22 | | | | | $3,579,787 | | | | | $0 | | | |||||||||||||||||||||||||||
S. R. Barner | | | Cummins Pension Plan (Qualified) | | | | 11 | | | | | td01,000 | | | | | $0 | | | |||||||||||||||||||||||||
| Excess Benefit Retirement Plan (Non-qualified) | | | | 11 | | | | | $456,000 | | | | | $0 | | | |||||||||||||||||||||||||||
| Supplemental Life Insurance and Deferred Income Plan (Non-qualified) | | | | 11 | | | | | $7,287,264 | | | | | $0 | | | |||||||||||||||||||||||||||
S.R. Barner | | | Cummins Pension Plan (Qualified) | | | | 12 | | | | | td31,000 | | | | | $0 | | | |||||||||||||||||||||||||
| Excess Benefit Retirement Plan (Non-qualified) | | | | 12 | | | | | $520,000 | | | | | $0 | | | |||||||||||||||||||||||||||
| Supplemental Life Insurance and Deferred Income Plan (Non-qualified) | | | | 12 | | | | | $7,318,738 | | | | | $0 | | | |||||||||||||||||||||||||||
M.R. Boakye | | | Cummins Pension Plan (Qualified) | | | | 1 | | | | | $0 | | | | | $0 | | | |||||||||||||||||||||||||
| Excess Benefit Retirement Plan (Non-qualified) | | | | 1 | | | | | $0 | | | | | $0 | | | |||||||||||||||||||||||||||
| Supplemental Life Insurance and Deferred Income Plan (Non-qualified) | | | | 1 | | | | | $0 | | | | | $0 | | |
| | | CUMMINS | | | |
| | | CUMMINS | | | |
Account Crediting Option | | | | ||||
Advisor Managed Portfolio – Conservative Allocation | | | | | | | |
Advisor Managed Portfolio – Moderate Allocation | | | | | | | |
Advisor Managed Portfolio – Moderate Growth Allocation | | | | | | | |
Advisor Managed Portfolio – Growth Allocation | | | | | | | |
Advisor Managed Portfolio – Aggressive Allocation | | | | | | | |
Ten Year Treasury Note + 2% | | | | | | | |
Ten Year Treasury Note + 4% | | | | | | | |
Fidelity VIP Gov’t Money Market – Initial Class | | | | | | | |
Fidelity VIP Bond | | | | | 5.47% | | |
Fidelity VIP Investment Grade Bond – Initial Class | | | | | | | |
Barclays Capital U.S. Government/Credit Bond Index | | | | | |||
| | ||||||
DFA VA U.S. Large Value | | | | | | | |
Schwab S&P 500 Index | | | | | | | |
Standard & Poor’s 500 Index | | | | | | | |
| | | | | | ||
DFA VA U.S. Targeted Value | | | | | | | |
Thrivent Series Small Cap Index | | | | | | | |
Lord Abbett Series Developing Growth – Class VC | | | | | | | |
DFA VA International Value** | | | | | n/a | | |
Fidelity VIP International | | | | | | | |
Vanguard VIF International | | | | | | |
Name | | Executive Contributions in Last Fiscal Year | | Registrant Contributions in Last Fiscal Year ($) | | (1) Aggregate Earnings in Last Fiscal Year ($) | | Aggregate Withdrawals/ Distributions ($) | | (2) Aggregate Balance at Last Fiscal Year End ($) | | | Executive Contributions in Last Fiscal Year | | Registrant Contributions in Last Fiscal Year ($) | | (1) Aggregate Earnings in Last Fiscal Year ($) | | Aggregate Withdrawals/ Distributions ($) | | (2) Aggregate Balance at Last Fiscal Year End ($) | | ||||||||||||||||||||||||||||||||||||||||
J. W. Rumsey | | | | $0 | | | | | $0 | | | | | $0 | | | | | $0 | | | | | $0 | | | ||||||||||||||||||||||||||||||||||||
J.W. Rumsey | | | | $0 | | | | | $0 | | | | | $0 | | | | | $0 | | | | | $0 | | | ||||||||||||||||||||||||||||||||||||
N. T. Linebarger | | | | $0 | | | | | $0 | | | | | $326,818 | | | | | $0 | | | | | $6,484,931 | | | | | | $0 | | | | | $0 | | | | | $417,429 | | | | | $429,487 | | | | | $6,472,873 | | | ||||||||||
M. A. Smith | | | | $0 | | | | | $0 | | | | | $0 | | | | | $0 | | | | | $0 | | | | | | $0 | | | | | $0 | | | | | $0 | | | | | $0 | | | | | $0 | | | ||||||||||
L. L. Satterthwaite | | | | $0 | | | | | $0 | | | | | $(112,154) | | | | | $0 | | | | | $484,839 | | | | | | $0 | | | | | $0 | | | | | $126,437 | | | | | $0 | | | | | $611,277 | | | ||||||||||
T. A. Embree | | | | $0 | | | | | $0 | | | | | $1,668 | | | | | $0 | | | | | $36,443 | | | ||||||||||||||||||||||||||||||||||||
S. R. Barner | | | | $489,240 | | | | | $0 | | | | | $(683,523) | | | | | $0 | | | | | $3,994,330 | | | ||||||||||||||||||||||||||||||||||||
S.R. Barner | | | | $357,500 | | | | | $0 | | | | | $553,149 | | | | | $0 | | | | | $4,904,979 | | | ||||||||||||||||||||||||||||||||||||
M. Boakye | | | | $0 | | | | | $0 | | | | | $0 | | | | | $0 | | | | | $0 | | |
| | | CUMMINS | | | |
| | | CUMMINS | | | |
Payments | | | | | | | J. W. Rumsey | | N. T. Linebarger | | M. A. Smith | | L. L. Satterthwaite | | T. A. Embree | | S. R. Barner | | | | | | | | M.A. Smith | | L. L. Satterthwaite | | M. Boakye | | S. R. Barner | | J. W. Rumsey | | ||||||||||||||||||||||||||||||||||||||||||||||
Severance | | | | (1) | | | | | $12,375,000 | | | | | $5,980,000 | | | | | $3,040,000 | | | | | $2,886,000 | | | | | $2,584,000 | | | | | $2,800,000 | | | | | | (1) | | | | | $3,280,000 | | | | | $2,886,000 | | | | | $2,250,000 | | | | | $2,880,000 | | | | | $12,375,000 | | | |||||||||||||
Unvested Stock Option Spread | | | | (2) | | | | | $1,334,264 | | | | | $9,608,306 | | | | | $2,134,623 | | | | | $2,455,167 | | | | | $1,334,264 | | | | | $1,601,718 | | | ||||||||||||||||||||||||||||||||||||||||||||
Unvested Restricted Stock and Restricted Stock Units | | | | (3) | | | | | $0 | | | | | $0 | | | | | $0 | | | | | $2,136,271 | | | | | $1,013,014 | | | | | $0 | | | ||||||||||||||||||||||||||||||||||||||||||||
Unvested Performance Cash | | | | (4) | | | | | $3,452,000 | | | | | $6,912,000 | | | | | $2,094,000 | | | | | $2,322,000 | | | | | $1,337,000 | | | | | $1,514,000 | | | ||||||||||||||||||||||||||||||||||||||||||||
Unvested Performance Shares | | | | (5) | | | | | $8,012,530 | | | | | $13,075,422 | | | | | $4,290,956 | | | | | $4,719,809 | | | | | $2,752,414 | | | | | $3,079,506 | | | ||||||||||||||||||||||||||||||||||||||||||||
Unvested Restricted Stock | | | | (2) | | | | | $0 | | | | | $1,056,025 | | | | | $0 | | | | | $0 | | | | | $0 | | | |||||||||||||||||||||||||||||||||||||||||||||||||
Unvested Performance Cash Plan | | | | (3) | | | | | $2,175,000 | | | | | $2,070,000 | | | | | $1,400,000 | | | | | $1,380,000 | | | | | $5,790,000 | | | |||||||||||||||||||||||||||||||||||||||||||||||||
Unvested Performance Share Plan | | | | (4) | | | | | $5,270,540 | | | | | $5,038,157 | | | | | $2,160,921 | | | | | $3,356,376 | | | | | $13,940,578 | | | |||||||||||||||||||||||||||||||||||||||||||||||||
Retirement Benefit Payment | | | | (6) | | | | | $4,313,870 | | | | | $470,018 | | | | | $1,657,423 | | | | | $85,848 | | | | | $206,649 | | | | | $303,428 | | | | | | (5) | | | | | $1,560,127 | | | | | $88,557 | | | | | $3,677,502 | | | | | $635,571 | | | | | $8,312,449 | | | |||||||||||||
Welfare Benefit Values | | | | (7) | | | | | $39,138 | | | | | $26,092 | | | | | $26,092 | | | | | $26,092 | | | | | $26,092 | | | | | $26,092 | | | | | | (6) | | | | | $30,576 | | | | | $30,576 | | | | | $30,576 | | | | | $30,576 | | | | | $45,864 | | | |||||||||||||
Financial Advisory and 401(k) Benefit | | | | (8) | | | | | $72,780 | | | | | $48,520 | | | | | $48,520 | | | | | $48,520 | | | | | $48,520 | | | | | $48,520 | | | | | | (7) | | | | | $50,920 | | | | | $50,920 | | | | | $50,920 | | | | | $50,920 | | | | | $76,380 | | | |||||||||||||
Reduction due to Best Net of Taxes Provision | | | | (9) | | | | | $0 | | | | | $0 | | | | | $0 | | | | | $(754,655) | | | | | $(953,436) | | | | | $(1,552,560) | | | | | | (8) | | | | | $0 | | | | | $0 | | | | | $0 | | | | | $0 | | | | | $0 | | | |||||||||||||
Aggregate Payments | | | | | | | | | $29,599,582 | | | | | $36,120,358 | | | | | $13,291,614 | | | | | $7,133,162 | | | | | $8,348,517 | | | | | $7,820,704 | | | | | | | | | | | $12,367,163 | | | | | $11,220,235 | | | | | $9,569,919 | | | | | $8,333,443 | | | | | $40,540,271 | | |
| EXECUTIVE COMPENSATION | | | CUMMINS2024 PROXY | | | 61 | |
| 62 | | | CUMMINS2024 PROXY | | | EXECUTIVE COMPENSATION | |
| | | CUMMINS | | | |
J. W. Rumsey | | | Voluntary Termination | | | Involuntary Not-for-Cause Termination | | | Termination for Cause | | | Retirement | | | Death | | | Disability | | ||||||||||||||||||
Severance | | | | | $0 | | | | | | $1,500,000 | | | | | | $0 | | | | | | $0 | | | | | | $0 | | | | | | $0 | | |
Annual Bonus | | | | | $0 | | | | | | $1,072,108 | | | | | | $0 | | | | | | $0 | | | | | | $1,072,108 | | | | | | $1,072,108 | | |
Accelerated Vesting of Long-Term Grants: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Performance Cash 2021-2023 Award Cycle | | | | | $0 | | | | | | $0 | | | | | | $0 | | | | | | $0 | | | | | | $460,000 | | | | | | $460,000 | | |
Performance Cash 2022-2024 Award Cycle | | | | | $0 | | | | | | $0 | | | | | | $0 | | | | | | $0 | | | | | | $750,000 | | | | | | $750,000 | | |
Performance Shares 2021-2023 Award Cycle | | | | | $0 | | | | | | $0 | | | | | | $0 | | | | | | $0 | | | | | | $1,161,377 | | | | | | $1,161,377 | | |
Performance Shares 2022-2024 Award Cycle | | | | | $0 | | | | | | $0 | | | | | | $0 | | | | | | $0 | | | | | | $1,860,787 | | | | | | $1,860,787 | | |
Stock Options 2020-2022 Award Cycle | | | | | $0 | | | | | | $0 | | | | | | $0 | | | | | | $0 | | | | | | $1,334,264 | | | | | | $1,334,264 | | |
Outplacement | | | | | $0 | | | | | | $5,310 | | | | | | $0 | | | | | | $0 | | | | | | $0 | | | | | | $0 | | |
Welfare Benefits | | | | | $0 | | | | | | $39,138 | | | | | | $0 | | | | | | $0 | | | | | | $0 | | | | | | $0 | | |
Financial Counseling | | | | | $0 | | | | | | $13,085 | | | | | | $0 | | | | | | $0 | | | | | | $13,085 | | | | | | $13,085 | | |
Life Insurance (Supplemental Life Insurance Program only) | | | | | $0 | | | | | | $0 | | | | | | $0 | | | | | | $0 | | | | | | $4,500,000 | | | | | | $0 | | |
Aggregate Payments | | | | | $0 | | | | | | $2,629,641 | | | | | | $0 | | | | | | $0 | | | | | | $11,151,621 | | | | | | $6,651,621 | | |
N. T. Linebarger | | | Voluntary Termination | | | Involuntary Not-for-Cause Termination | | | Termination for Cause | | | Retirement | | | Death | | | Disability | | ||||||||||||||||||
Severance | | | | | $0 | | | | | | $1,150,000 | | | | | | $0 | | | | | | $0 | | | | | | $0 | | | | | | $0 | | |
Annual Bonus | | | | | $0 | | | | | | $1,532,125 | | | | | | $0 | | | | | | $1,532,125 | | | | | | $1,532,125 | | | | | | $1,532,125 | | |
Accelerated Vesting of Long-Term Grants: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Performance Cash 2021-2023 Award Cycle | | | | | $0 | | | | | | $0 | | | | | | $0 | | | | | | $1,800,000 | | | | | | $1,800,000 | | | | | | $1,800,000 | | |
Performance Cash 2022-2024 Award Cycle | | | | | $0 | | | | | | $0 | | | | | | $0 | | | | | | $175,000 | | | | | | $175,000 | | | | | | $175,000 | | |
Performance Shares 2021-2023 Award Cycle | | | | | $0 | | | | | | $0 | | | | | | $0 | | | | | | $4,546,976 | | | | | | $4,546,976 | | | | | | $4,546,976 | | |
Performance Shares 2022-2024 Award Cycle | | | | | $0 | | | | | | $0 | | | | | | $0 | | | | | | $2,233,106 | | | | | | $2,233,106 | | | | | | $2,233,106 | | |
Stock Options 2020-2022 Award Cycle | | | | | $0 | | | | | | $0 | | | | | | $0 | | | | | | $9,608,306 | | | | | | $9,608,306 | | | | | | $9,608,306 | | |
Outplacement | | | | | $0 | | | | | | $5,310 | | | | | | $0 | | | | | | $0 | | | | | | $0 | | | | | | $0 | | |
Welfare Benefits | | | | | $0 | | | | | | $26,092 | | | | | | $0 | | | | | | $0 | | | | | | $0 | | | | | | $0 | | |
Financial Counseling | | | | | $0 | | | | | | $13,085 | | | | | | $0 | | | | | | $13,085 | | | | | | $13,085 | | | | | | $13,085 | | |
Life Insurance (Supplemental Life Insurance Program only) | | | | | $0 | | | | | | $0 | | | | | | $0 | | | | | | $0 | | | | | | $3,450,000 | | | | | | $0 | | |
Aggregate Payments | | | | | $0 | | | | | | $2,726,612 | | | | | | $0 | | | | | | $19,908,598 | | | | | | $23,358,598 | | | | | | $19,908,598 | | |
J.W. Rumsey | | | Voluntary Termination | | | Involuntary Not-for-Cause Termination | | | Termination for Cause | | | Retirement | | | Death | | | Disability | | ||||||||||||||||||
Severance | | | | | $0 | | | | | | $1,500,000 | | | | | | $0 | | | | | | $0 | | | | | | $0 | | | | | | $0 | | |
Annual Bonus | | | | | $0 | | | | | | $2,231,250 | | | | | | $0 | | | | | | $0 | | | | | | $2,231,250 | | | | | | $2,231,250 | | |
Vesting of Long-Term Grants: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Performance Cash 2022-2024 Award Cycle | | | | | $0 | | | | | | $0 | | | | | | $0 | | | | | | $0 | | | | | | $1,500,000 | | | | | | $1,500,000 | | |
Performance Cash 2023-2025 Award Cycle | | | | | $0 | | | | | | $0 | | | | | | $0 | | | | | | $0 | | | | | | $950,000 | | | | | | $950,000 | | |
Performance Shares 2022-2024 Award Cycle | | | | | $0 | | | | | | $0 | | | | | | $0 | | | | | | $0 | | | | | | $3,679,795 | | | | | | $3,679,795 | | |
Performance Shares 2023-2025 Award Cycle | | | | | $0 | | | | | | $0 | | | | | | $0 | | | | | | $0 | | | | | | $2,232,792 | | | | | | $2,232,792 | | |
Outplacement | | | | | $0 | | | | | | $5,310 | | | | | | $0 | | | | | | $0 | | | | | | $0 | | | | | | $0 | | |
Welfare Benefits | | | | | $0 | | | | | | $45,864 | | | | | | $0 | | | | | | $0 | | | | | | $0 | | | | | | $0 | | |
Financial Counseling | | | | | $0 | | | | | | $13,410 | | | | | | $0 | | | | | | $0 | | | | | | $13,410 | | | | | | $13,410 | | |
Life Insurance (Supplemental Life Insurance Program only) | | | | | $0 | | | | | | $0 | | | | | | $0 | | | | | | $0 | | | | | | $4,500,000 | | | | | | $0 | | |
Aggregate Payments | | | | | $0 | | | | | | $3,795,834 | | | | | | $0 | | | | | | $0 | | | | | | $15,107,247 | | | | | | $10,607,247 | | |
M.A. Smith | | | Voluntary Termination | | | Involuntary Not-for-Cause Termination | | | Termination for Cause | | | Retirement | | | Death | | | Disability | | ||||||||||||||||||
Severance | | | | | $0 | | | | | | $820,000 | | | | | | $0 | | | | | | $0 | | | | | | $0 | | | | | | $0 | | |
Annual Bonus | | | | | $0 | | | | | | $1,368,500 | | | | | | $0 | | | | | | $1,368,500 | | | | | | $1,368,500 | | | | | | $1,368,500 | | |
Vesting of Long-Term Grants: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Performance Cash 2022-2024 Award Cycle | | | | | $0 | | | | | | $0 | | | | | | $0 | | | | | | $450,000 | | | | | | $450,000 | | | | | | $450,000 | | |
Performance Cash 2023-2025 Award Cycle | | | | | $0 | | | | | | $0 | | | | | | $0 | | | | | | $300,000 | | | | | | $300,000 | | | | | | $300,000 | | |
Performance Shares 2022-2024 Award Cycle | | | | | $0 | | | | | | $0 | | | | | | $0 | | | | | | $1,103,619 | | | | | | $1,103,619 | | | | | | $1,103,619 | | |
Performance Shares 2023-2025 Award Cycle | | | | | $0 | | | | | | $0 | | | | | | $0 | | | | | | $705,134 | | | | | | $705,134 | | | | | | $705,134 | | |
Outplacement | | | | | $0 | | | | | | $5,310 | | | | | | $0 | | | | | | $0 | | | | | | $0 | | | | | | $0 | | |
Welfare Benefits | | | | | $0 | | | | | | $30,576 | | | | | | $0 | | | | | | $0 | | | | | | $0 | | | | | | $0 | | |
Financial Counseling | | | | | $0 | | | | | | $13,410 | | | | | | $0 | | | | | | $13,410 | | | | | | $13,410 | | | | | | $13,410 | | |
Life Insurance (Supplemental Life Insurance Program only) | | | | | $0 | | | | | | $0 | | | | | | $0 | | | | | | $0 | | | | | | $2,460,000 | | | | | | $0 | | |
Aggregate Payments | | | | | $0 | | | | | | $2,237,796 | | | | | | $0 | | | | | | $3,940,663 | | | | | | $6,400,663 | | | | | | $3,940,663 | | |
| 64 | | | CUMMINS2024 PROXY | | | EXECUTIVE COMPENSATION | |
L. L. Satterthwaite | | | Voluntary Termination | | | Involuntary Not-for-Cause Termination | | | Termination for Cause | | | Retirement | | | Death | | | Disability | | ||||||||||||||||||
Severance | | | | | $0 | | | | | | $740,000 | | | | | | $0 | | | | | | $0 | | | | | | $0 | | | | | | $0 | | |
Annual Bonus | | | | | $0 | | | | | | $1,195,100 | | | | | | $0 | | | | | | $1,195,100 | | | | | | $1,195,100 | | | | | | $1,195,100 | | |
Vesting of Long-Term Grants: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Performance Cash 2022-2024 Award Cycle | | | | | $0 | | | | | | $0 | | | | | | $0 | | | | | | $460,000 | | | | | | $460,000 | | | | | | $460,000 | | |
Performance Cash 2023-2025 Award Cycle | | | | | $0 | | | | | | $0 | | | | | | $0 | | | | | | $230,000 | | | | | | $230,000 | | | | | | $230,000 | | |
Performance Shares 2022-2024 Award Cycle | | | | | $0 | | | | | | $0 | | | | | | $0 | | | | | | $1,129,173 | | | | | | $1,129,173 | | | | | | $1,129,173 | | |
Performance Shares 2023-2025 Award Cycle | | | | | $0 | | | | | | $0 | | | | | | $0 | | | | | | $540,630 | | | | | | $540,630 | | | | | | $540,630 | | |
Restricted Stock Units | | | | | $0 | | | | | | $1,056,025 | | | | | | $0 | | | | | | $0 | | | | | | $997,357 | | | | | | $997,357 | | |
Outplacement | | | | | $0 | | | | | | $5,310 | | | | | | $0 | | | | | | $0 | | | | | | $0 | | | | | | $0 | | |
Welfare Benefits | | | | | $0 | | | | | | $30,576 | | | | | | $0 | | | | | | $0 | | | | | | $0 | | | | | | $0 | | |
Financial Counseling | | | | | $0 | | | | | | $13,410 | | | | | | $0 | | | | | | $13,410 | | | | | | $13,410 | | | | | | $13,410 | | |
Life Insurance (Supplemental Life Insurance Program only) | | | | | $0 | | | | | | $0 | | | | | | $0 | | | | | | $0 | | | | | | $2,220,000 | | | | | | $0 | | |
Aggregate Payments | | | | | $0 | | | | | | $3,040,421 | | | | | | $0 | | | | | | $3,568,313 | | | | | | $6,785,670 | | | | | | $4,565,670 | | |
M. Boakye | | | Voluntary Termination | | | Involuntary Not-for-Cause Termination | | | Termination for Cause | | | Retirement | | | Death | | | Disability | | ||||||||||||||||||
Severance | | | | | $0 | | | | | | $625,000 | | | | | | $0 | | | | | | $0 | | | | | | $0 | | | | | | $0 | | |
Annual Bonus | | | | | $0 | | | | | | $850,000 | | | | | | $0 | | | | | | $0 | | | | | | $850,000 | | | | | | $850,000 | | |
Vesting of Long-Term Grants: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Performance Cash 2022-2024 Award Cycle | | | | | $0 | | | | | | $0 | | | | | | $0 | | | | | | $0 | | | | | | $300,000 | | | | | | $300,000 | | |
Performance Cash 2023-2025 Award Cycle | | | | | $0 | | | | | | $0 | | | | | | $0 | | | | | | $0 | | | | | | $150,000 | | | | | | $150,000 | | |
Performance Shares 2022-2024 Award Cycle | | | | | $0 | | | | | | $0 | | | | | | $0 | | | | | | $0 | | | | | | $736,278 | | | | | | $736,278 | | |
Performance Shares 2023-2025 Award Cycle | | | | | $0 | | | | | | $0 | | | | | | $0 | | | | | | $0 | | | | | | $352,168 | | | | | | $352,168 | | |
Outplacement | | | | | $0 | | | | | | $5,310 | | | | | | $0 | | | | | | $0 | | | | | | $0 | | | | | | $0 | | |
Welfare Benefits | | | | | $0 | | | | | | $30,576 | | | | | | $0 | | | | | | $0 | | | | | | $0 | | | | | | $0 | | |
Financial Counseling | | | | | $0 | | | | | | $13,410 | | | | | | $0 | | | | | | $0 | | | | | | $13,410 | | | | | | $13,410 | | |
Life Insurance (Supplemental Life Insurance Program only) | | | | | $0 | | | | | | $0 | | | | | | $0 | | | | | | $0 | | | | | | $1,875,000 | | | | | | $0 | | |
Aggregate Payments | | | | | $0 | | | | | | $1,524,296 | | | | | | $0 | | | | | | $0 | | | | | | $4,276,856 | | | | | | $2,401,856 | | |
S.R. Barner | | | Voluntary Termination | | | Involuntary Not-for-Cause Termination | | | Termination for Cause | | | Retirement | | | Death | | | Disability | | ||||||||||||||||||
Severance | | | | | $0 | | | | | | $720,000 | | | | | | $0 | | | | | | $0 | | | | | | $0 | | | | | | $0 | | |
Annual Bonus | | | | | $0 | | | | | | $1,215,500 | | | | | | $0 | | | | | | $1,215,500 | | | | | | $1,215,500 | | | | | | $1,215,500 | | |
Accelerated Vesting of Long-Term Grants: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Performance Cash 2022-2024 Award Cycle | | | | | $0 | | | | | | $0 | | | | | | $0 | | | | | | $300,000 | | | | | | $300,000 | | | | | | $300,000 | | |
Performance Cash 2023-2025 Award Cycle | | | | | $0 | | | | | | $0 | | | | | | $0 | | | | | | $160,000 | | | | | | $160,000 | | | | | | $160,000 | | |
Performance Shares 2022-2024 Award Cycle | | | | | $0 | | | | | | $0 | | | | | | $0 | | | | | | $736,278 | | | | | | $736,278 | | | | | | $736,278 | | |
Performance Shares 2023-2025 Award Cycle | | | | | $0 | | | | | | $0 | | | | | | $0 | | | | | | $376,125 | | | | | | $376,125 | | | | | | $376,125 | | |
Outplacement | | | | | $0 | | | | | | $5,310 | | | | | | $0 | | | | | | $0 | | | | | | $0 | | | | | | $0 | | |
Welfare Benefits | | | | | $0 | | | | | | $30,576 | | | | | | $0 | | | | | | $0 | | | | | | $0 | | | | | | $0 | | |
Financial Counseling | | | | | $0 | | | | | | $13,410 | | | | | | $0 | | | | | | $13,410 | | | | | | $13,410 | | | | | | $13,410 | | |
Life Insurance (Supplemental Life Insurance Program only) | | | | | $0 | | | | | | $0 | | | | | | $0 | | | | | | $0 | | | | | | $2,160,000 | | | | | | $0 | | |
Aggregate Payments | | | | | $0 | | | | | | $1,984,796 | | | | | | $0 | | | | | | $2,801,313 | | | | | | $4,961,313 | | | | | | $2,801,313 | | |
| EXECUTIVE COMPENSATION | | | CUMMINS | | | 65 | |
M. A. Smith | | | Voluntary Termination | | | Involuntary Not-for-Cause Termination | | | Termination for Cause | | | Retirement | | | Death | | | Disability | | ||||||||||||||||||
Severance | | | | | $0 | | | | | | $760,000 | | | | | | $0 | | | | | | $0 | | | | | | $0 | | | | | | $0 | | |
Annual Bonus | | | | | $0 | | | | | | $514,500 | | | | | | $0 | | | | | | $514,500 | | | | | | $514,500 | | | | | | $514,500 | | |
Accelerated Vesting of Long-Term Grants: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Performance Cash 2021-2023 Award Cycle | | | | | $0 | | | | | | $0 | | | | | | $0 | | | | | | $400,000 | | | | | | $400,000 | | | | | | $400,000 | | |
Performance Cash 2022-2024 Award Cycle | | | | | $0 | | | | | | $0 | | | | | | $0 | | | | | | $225,000 | | | | | | $225,000 | | | | | | $225,000 | | |
Performance Shares 2021-2023 Award Cycle | | | | | $0 | | | | | | $0 | | | | | | $0 | | | | | | $1,011,157 | | | | | | $1,011,157 | | | | | | $1,011,157 | | |
Performance Shares 2022-2024 Award Cycle | | | | | $0 | | | | | | $0 | | | | | | $0 | | | | | | $558,075 | | | | | | $558,075 | | | | | | $558,075 | | |
Stock Options 2020-2022 Award Cycle | | | | | $0 | | | | | | $0 | | | | | | $0 | | | | | | $2,134,623 | | | | | | $2,134,623 | | | | | | $2,134,623 | | |
Outplacement | | | | | $0 | | | | | | $5,310 | | | | | | $0 | | | | | | $0 | | | | | | $0 | | | | | | $0 | | |
Welfare Benefits | | | | | $0 | | | | | | $26,092 | | | | | | $0 | | | | | | $0 | | | | | | $0 | | | | | | $0 | | |
Financial Counseling | | | | | $0 | | | | | | $13,085 | | | | | | $0 | | | | | | $13,085 | | | | | | $13,085 | | | | | | $13,085 | | |
Life Insurance (Supplemental Life Insurance Program only) | | | | | $0 | | | | | | $0 | | | | | | $0 | | | | | | $0 | | | | | | $2,280,000 | | | | | | $0 | | |
Aggregate Payments | | | | | $0 | | | | | | $1,318,987 | | | | | | $0 | | | | | | $4,856,440 | | | | | | $7,136,440 | | | | | | $4,856,440 | | |
L. L. Satterthwaite | | | Voluntary Termination | | | Involuntary Not-for-Cause Termination | | | Termination for Cause | | | Retirement | | | Death | | | Disability | | ||||||||||||||||||
Severance | | | | | $0 | | | | | | $740,000 | | | | | | $0 | | | | | | $0 | | | | | | $0 | | | | | | $0 | | |
Annual Bonus | | | | | $0 | | | | | | $492,100 | | | | | | $0 | | | | | | $492,100 | | | | | | $492,100 | | | | | | $492,100 | | |
Accelerated Vesting of Long-Term Grants: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Performance Cash 2021-2023 Award Cycle | | | | | $0 | | | | | | $0 | | | | | | $0 | | | | | | $460,000 | | | | | | $460,000 | | | | | | $460,000 | | |
Performance Cash 2022-2024 Award Cycle | | | | | $0 | | | | | | $0 | | | | | | $0 | | | | | | $230,000 | | | | | | $230,000 | | | | | | $230,000 | | |
Performance Shares 2021-2023 Award Cycle | | | | | $0 | | | | | | $0 | | | | | | $0 | | | | | | $1,161,377 | | | | | | $1,161,377 | | | | | | $1,161,377 | | |
Performance Shares 2022-2024 Award Cycle | | | | | $0 | | | | | | $0 | | | | | | $0 | | | | | | $570,997 | | | | | | $570,997 | | | | | | $570,997 | | |
Stock Options 2020-2022 Award Cycle | | | | | $0 | | | | | | $0 | | | | | | $0 | | | | | | $2,455,167 | | | | | | $2,455,167 | | | | | | $2,455,167 | | |
Restricted Stock Units | | | | | $0 | | | | | | $2,136,271 | | | | | | $0 | | | | | | $0 | | | | | | $1,305,499 | | | | | | $1,305,499 | | |
Outplacement | | | | | $0 | | | | | | $5,310 | | | | | | $0 | | | | | | $0 | | | | | | $0 | | | | | | $0 | | |
Welfare Benefits | | | | | $0 | | | | | | $26,092 | | | | | | $0 | | | | | | $0 | | | | | | $0 | | | | | | $0 | | |
Financial Counseling | | | | | $0 | | | | | | $12,960 | | | | | | $0 | | | | | | $12,960 | | | | | | $12,960 | | | | | | $12,960 | | |
Life Insurance (Supplemental Life Insurance Program only) | | | | | $0 | | | | | | $0 | | | | | | $0 | | | | | | $0 | | | | | | $2,220,000 | | | | | | $0 | | |
Aggregate Payments | | | | | $0 | | | | | | $3,412,733 | | | | | | $0 | | | | | | $5,382,601 | | | | | | $8,908,100 | | | | | | $6,688,100 | | |
T. A. Embree | | | Voluntary Termination | | | Involuntary Not-for-Cause Termination | | | Termination for Cause | | | Retirement | | | Death | | | Disability | | ||||||||||||||||||
Severance | | | | | $0 | | | | | | $680,000 | | | | | | $0 | | | | | | $0 | | | | | | $0 | | | | | | $0 | | |
Annual Bonus | | | | | $0 | | | | | | $422,100 | | | | | | $0 | | | | | | $0 | | | | | | $422,100 | | | | | | $422,100 | | |
Accelerated Vesting of Long-Term Grants: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Performance Cash 2021-2023 Award Cycle | | | | | $0 | | | | | | $0 | | | | | | $0 | | | | | | $0 | | | | | | $250,000 | | | | | | $250,000 | | |
Performance Cash 2022-2024 Award Cycle | | | | | $0 | | | | | | $0 | | | | | | $0 | | | | | | $0 | | | | | | $150,000 | | | | | | $150,000 | | |
Performance Shares 2021-2023 Award Cycle | | | | | $0 | | | | | | $0 | | | | | | $0 | | | | | | $0 | | | | | | $631,569 | | | | | | $631,569 | | |
Performance Shares 2022-2024 Award Cycle | | | | | $0 | | | | | | $0 | | | | | | $0 | | | | | | $0 | | | | | | $372,319 | | | | | | $372,319 | | |
Stock Options 2020-2022 Award Cycle | | | | | $0 | | | | | | $0 | | | | | | $0 | | | | | | $0 | | | | | | $1,334,264 | | | | | | $1,334,264 | | |
Restricted Stock | | | | | $0 | | | | | | $0 | | | | | | $0 | | | | | | $0 | | | | | | $0 | | | | | | $0 | | |
Outplacement | | | | | $0 | | | | | | $5,310 | | | | | | $0 | | | | | | $0 | | | | | | $0 | | | | | | $0 | | |
Welfare Benefits | | | | | $0 | | | | | | $26,092 | | | | | | $0 | | | | | | $0 | | | | | | $0 | | | | | | $0 | | |
Financial Counseling | | | | | $0 | | | | | | $13,085 | | | | | | $0 | | | | | | $0 | | | | | | $13,085 | | | | | | $13,085 | | |
Life Insurance (Supplemental Life Insurance Program only) | | | | | $0 | | | | | | $0 | | | | | | $0 | | | | | | $0 | | | | | | $2,040,000 | | | | | | $0 | | |
Aggregate Payments | | | | | $0 | | | | | | $1,146,587 | | | | | | $0 | | | | | | $0 | | | | | | $5,213,337 | | | | | | $3,173,337 | | |
S. R. Barner | | | Voluntary Termination | | | Involuntary Not-for-Cause Termination | | | Termination for Cause | | | Retirement | | | Death | | | Disability | | ||||||||||||||||||
Severance | | | | | $0 | | | | | | $700,000 | | | | | | $0 | | | | | | $0 | | | | | | $0 | | | | | | $0 | | |
Annual Bonus | | | | | $0 | | | | | | $486,500 | | | | | | $0 | | | | | | $486,500 | | | | | | $486,500 | | | | | | $486,500 | | |
Accelerated Vesting of Long-Term Grants: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Performance Cash 2021-2023 Award Cycle | | | | | $0 | | | | | | $0 | | | | | | $0 | | | | | | $300,000 | | | | | | $300,000 | | | | | | $300,000 | | |
Performance Cash 2022-2024 Award Cycle | | | | | $0 | | | | | | $0 | | | | | | $0 | | | | | | $150,000 | | | | | | $150,000 | | | | | | $150,000 | | |
Performance Shares 2021-2023 Award Cycle | | | | | $0 | | | | | | $0 | | | | | | $0 | | | | | | $757,560 | | | | | | $757,560 | | | | | | $757,560 | | |
Performance Shares 2022-2024 Award Cycle | | | | | $0 | | | | | | $0 | | | | | | $0 | | | | | | $372,319 | | | | | | $372,319 | | | | | | $372,319 | | |
Stock Options 2020-2022 Award Cycle | | | | | $0 | | | | | | $0 | | | | | | $0 | | | | | | $1,601,718 | | | | | | $1,601,718 | | | | | | $1,601,718 | | |
Outplacement | | | | | $0 | | | | | | $5,310 | | | | | | $0 | | | | | | $0 | | | | | | $0 | | | | | | $0 | | |
Welfare Benefits | | | | | $0 | | | | | | $26,092 | | | | | | $0 | | | | | | $0 | | | | | | $0 | | | | | | $0 | | |
Financial Counseling | | | | | $0 | | | | | | $13,085 | | | | | | $0 | | | | | | $13,085 | | | | | | $13,085 | | | | | | $13,085 | | |
Life Insurance (Supplemental Life Insurance Program only) | | | | | $0 | | | | | | $0 | | | | | | $0 | | | | | | $0 | | | | | | $2,100,000 | | | | | | $0 | | |
Aggregate Payments | | | | | $0 | | | | | | $1,230,987 | | | | | | $0 | | | | | | $3,681,182 | | | | | | $5,781,182 | | | | | | $3,681,182 | | |
| |||||||
J. W. Rumsey | | | | | $ | | |
Median Employee | | | | | $ | | |
Pay Element from Fiscal 2022 Summary Compensation Table (“SCT”) | | | Actual Values from “SCT” | | | Values for CEO Pay Ratio Calculation | | | Rationale | | ||||||
Salary | | | | | $1,062,833 | | | | | | $1,500,000 | | | | Value for CEO pay ratio reflects Ms. Rumsey’s annualized base salary as of August when she was promoted to President and CEO | |
Stock Awards | | | | | $4,478,567 | | | | | | $4,478,567 | | | | Values represent the performance share granted for the 2022-2024 performance cycle, including the additional grant Ms. Rumsey received in connection with her promotion | |
Option Awards | | | Not applicable | | | Not applicable | | | — | | ||||||
Non-Equity Incentive Plan Compensation (Annual Bonus) | | | | | $1,072,108 | | | | | | $1,837,500 | | | | Value for the CEO pay ratio calculates Ms. Rumsey’s bonus at the base salary rate and target incentive level associated with her promotion to President and CEO. $1,500,000 x 175% x 70% performance factor = $1,837,500 | |
Non-Equity Incentive Plan Compensation (Performance Cash) | | | | | $460,800 | | | | | | $460,800 | | | | Values represent the performance cash award vesting from the 2020-2022 performance cycle. Ms. Rumsey did not receive any additional amount with respect to this award as a result of her promotion. | |
Change in Pension Value and Nonqualified Deferred Compensation Earnings | | | | | $0 | | | | | | $0 | | | | — | |
All Other Compensation | | | | | $59,103 | | | | | | $59,103 | | | | — | |
Total CEO Pay | | | | | $7,133,411 | | | | | | $8,335,970 | | | | | |
| 66 | | | CUMMINS2024 PROXY | | | EXECUTIVE COMPENSATION | |
Year | | Summary Compensation Table Total for First CEO(1) | | Summary Compensation Table Total for Second CEO(2) | | Compensation Actually Paid to First CEO(1)(5) | | Compensation Actually Paid to Second CEO(2)(5) | | Average Summary Compensation Table Total for Other NEOs(3) | | Average Compensation Actually Paid to Other NEOs(3) | | | Value of Initial Fixed td00 Investment Based On: | | | | | | | | | | | | | | Summary Compensation Table Total for CEO (Rumsey)(1) | | Compensation Actually Paid to CEO (Rumsey)(1)(7) | | Summary Compensation Table Total for Former CEO (Linebarger)(2) | | Compensation Actually Paid to Former CEO (Linebarger)(2)(7) | | Average Summary Compensation Table Total for Non-CEO NEOs(3) | | Average Compensation Actually Paid to Non-CEO NEOs(3)(7) | | | Value of Initial Fixed td00 Investment Based On: | | | Net Income ($MM)(5) | | EBITDA ($MM)(6) | | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| CMI TSR | | Peer Group TSR(4) | | Net Income ($MM) | | EBITDA ($MM) | | | CMI TSR | | Peer Group TSR(4) | | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
2023 | | | | $12,846,068 | | | | | $12,821,542 | | | | | N/A | | | | | N/A | | | | | $4,698,631 | | | | | $4,035,580 | | | | | $148.9 | | | | | $186.7 | | | | | $735 | | | | | $3,017 | | | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
2022 | | | | $11,521,051 | | | | | $7,133,411 | | | | | $6,424,086 | | | | | $8,912,042 | | | | | $3,223,819 | | | | | $4,301,797 | | | | | $146.4 | | | | | $154.5 | | | | | $2,151 | | | | | $3,799 | | | | | | $7,133,411 | | | | | $8,912,042 | | | | | $11,521,051 | | | | | $6,424,086 | | | | | $3,223,819 | | | | | $4,301,797 | | | | | $146.4 | | | | | $154.5 | | | | | $2,151 | | | | | $3,799 | | | ||||||||||||||||||||
2021 | | | | $15,645,919 | | | | | N/A | | | | | $17,265,880 | | | | | N/A | | | | | $5,560,018 | | | | | $4,868,941 | | | | | $128.3 | | | | | $146.1 | | | | | $2,131 | | | | | $3,251 | | | | | | N/A | | | | | N/A | | | | | $15,645,919 | | | | | $17,265,880 | | | | | $5,560,018 | | | | | $4,868,941 | | | | | $128.3 | | | | | $146.1 | | | | | $2,131 | | | | | $3,251 | | | ||||||||||||||||||||
2020 | | | | $17,291,581 | | | | | N/A | | | | | $27,870,614 | | | | | N/A | | | | | $4,213,127 | | | | | $4,975,391 | | | | | $130.5 | | | | | $124.2 | | | | | $1,789 | | | | | $3,108 | | | | | | N/A | | | | | N/A | | | | | $17,291,581 | | | | | $27,870,614 | | | | | $4,213,127 | | | | | $4,975,391 | | | | | $130.5 | | | | | $124.2 | | | | | $1,789 | | | | | $3,108 | | |
| | | | | | | | | | | | Pension Benefits & NQDC | | | Equity Awards | | ||||||||||||||||||||||||||||||||||||||||||||||||
Year | | | Executives | | | SCT Total | | | Deduct SCT Change In Pension Value | | | Add Actuarial Pension Service Cost | | | Add Above- Market Earnings on NQDC | | | Deduct SCT Stock & Option Awards | | | Add Year- End Value of Unvested Equity Granted in Year | | | Add Change in Value of Unvested Awards Granted in Prior Years | | | Add Change in Value of Vested Equity Granted in Prior Years | | | Deduct Value of Awards Not Meeting Vesting Conditions | | | Add Dividends Paid on Unvested Equity | | ||||||||||||||||||||||||||||||
2022 | | | Second CEO | | | | | $7,133,411 | | | | | | $0 | | | | | | $114,724 | | | | | | $0 | | | | | | $(4,478,567) | | | | | | $5,582,361 | | | | | | $626,521 | | | | | | $(66,409) | | | | | | $0 | | | | | | $0 | | |
| First CEO | | | | | $11,521,051 | | | | | | $(24,768) | | | | | | $764,004 | | | | | | $5,498 | | | | | | $(5,024,835) | | | | | | $1,302,551 | | | | | | $3,940,845 | | | | | | $(1,539,696) | | | | | | $(4,520,563) | | | | | | $0 | | | ||
| Avg. NEO | | | | | $3,223,819 | | | | | | $0 | | | | | | $219,179 | | | | | | $0 | | | | | | $(1,165,115) | | | | | | $1,538,663 | | | | | | $783,631 | | | | | | $(241,070) | | | | | | $(62,824) | | | | | | $5,515 | | | ||
2021 | | | First CEO | | | | | $15,645,919 | | | | | | $(465,336) | | | | | | $782,182 | | | | | | $96,695 | | | | | | $(6,879,016) | | | | | | $6,140,641 | | | | | | $(1,342,278) | | | | | | $3,287,072 | | | | | | $0 | | | | | | $0 | | |
| Avg. NEO | | | | | $5,560,018 | | | | | | $(709,264) | | | | | | $168,006 | | | | | | $19,548 | | | | | | $(2,706,755) | | | | | | $2,342,987 | | | | | | $(257,279) | | | | | | $445,398 | | | | | | $0 | | | | | | $6,281 | | | ||
2020 | | | First CEO | | | | | $17,291,581 | | | | | | $(5,456,681) | | | | | | $641,715 | | | | | | $104,110 | | | | | | $(4,998,723) | | | | | | $12,793,206 | | | | | | $6,785,352 | | | | | | $710,054 | | | | | | $0 | | | | | | $0 | | |
| Avg. NEO | | | | | $4,213,127 | | | | | | $(1,590,422) | | | | | | $149,945 | | | | | | $32,876 | | | | | | $(1,013,647) | | | | | | $2,146,951 | | | | | | $968,628 | | | | | | $127,410 | | | | | | $(59,476) | | | | | | $0 | | |
| EXECUTIVE COMPENSATION | | | CUMMINS | | | |
| | | | | | | | | | | | Pension Benefits & NQDC | | | Equity Awards | | | | | |||||||||||||||||||||||||||||||||||||||||||||||||||
Executives | | | SCT Total Pay | | | Deduct SCT Change In Pension Value | | | Add Actuarial Pension Service Cost | | | Add Above- Market Earnings on NQDC | | | Deduct SCT Stock & Option Awards | | | Add Year- End Value of Unvested Equity Granted in Year | | | Add Change in Value of Unvested Awards Granted in Prior Years | | | Add Change in Value of Vested Equity Granted in Prior Years | | | Deduct Value of Awards Not Meeting Vesting Conditions | | | Add Dividends Paid on Unvested Equity | | | CAP Total | | | | ||||||||||||||||||||||||||||||||||
CEO (Rumsey) | | | $12,846,068 | | | | | ($1,834,671) | | | | | | $29,567 | | | | | | $0 | | | | | | ($6,186,989) | | | | | | $6,285,193 | | | | | | $2,008,729 | | | | | | ($326,355) | | | | | | $0 | | | | | | $0 | | | | | | $12,821,542 | | | | | ||||
Non-CEO NEOs (avg) | | | $4,698,631 | | | | | ($449,677) | | | | | | $155,169 | | | | | | $37,666 | | | | | | ($1,094,008) | | | | | | $1,111,373 | | | | | | $1,318,935 | | | | | | ($539,165) | | | | | | ($1,203,344) | | | | | | $0 | | | | | | $4,035,580 | | | | |
| | | CUMMINS | | | EXECUTIVE COMPENSATION | |
| EBITDA | |
| ROIC | |
| ||
Operating Cash Flow | |
| DIRECTOR COMPENSATION | | | CUMMINS | | | |
| Board Retainer | | | • In | |
| Lead Director Compensation | | | • An additional $35,000 cash retainer. | |
| Committee Chair Compensation | | | • An additional $25,000 cash retainer for the Audit and Talent Management and Compensation Committees. • An additional $15,000 cash retainer for the Finance, Governance and Nominating, and Safety and Environment, and Technology Committees. | |
| | | CUMMINS | | | DIRECTOR COMPENSATION | |
Name | | | (1) Fees Earned or Paid in Cash ($) | | | (2) Stock Awards ($) | | | (3) Change in Pension Value and Non Qualified Deferred Compensation Earnings | | | (4) All Other Compensation | | | Total | | |||||||||||||||
R. J. Bernhard(5) | | | | | $140,000 | | | | | | $174,116 | | | | | | $0 | | | | | | $0 | | | | | | $314,116 | | |
F. R. Chang Diaz | | | | | $140,000 | | | | | | $174,116 | | | | | | $0 | | | | | | $0 | | | | | | $314,116 | | |
B. V. Di Leo Allen | | | | | $140,000 | | | | | | $174,116 | | | | | | $0 | | | | | | $0 | | | | | | $314,116 | | |
S. B. Dobbs | | | | | $155,000 | | | | | | $174,116 | | | | | | $0 | | | | | | $0 | | | | | | $329,116 | | |
C. A. Harris | | | | | $140,000 | | | | | | $174,116 | | | | | | $0 | | | | | | $0 | | | | | | $314,116 | | |
R. K. Herdman(5) | | | | | $165,000 | | | | | | $174,116 | | | | | | $0 | | | | | | $31,500 | | | | | | $370,616 | | |
A. M. Herman(6)(8) | | | | | $0 | | | | | | $0 | | | | | | $0 | | | | | | $0 | | | | | | $0 | | |
T. J. Lynch | | | | | $205,000 | | | | | | $174,116 | | | | | | $0 | | | | | | $0 | | | | | | $379,116 | | |
W. I. Miller(8) | | | | | $140,000 | | | | | | $174,116 | | | | | | $39,236 | | | | | | $0 | | | | | | $353,352 | | |
G. R. Nelson(5) | | | | | $165,000 | | | | | | $174,116 | | | | | | $4,576 | | | | | | $0 | | | | | | $343,692 | | |
K. A. Nelson(5) | | | | | $140,000 | | | | | | $174,116 | | | | | | $0 | | | | | | $50,000 | | | | | | $364,116 | | |
K. H. Quintos(5) | | | | | $140,000 | | | | | | $174,116 | | | | | | $0 | | | | | | $0 | | | | | | $314,116 | | |
G. L. Belske(5)(7) | | | | | $128,333 | | | | | | $163,939 | | | | | | $0 | | | | | | $16,500 | | | | | | $308,773 | | |
Name | | | (1) Fees Earned or Paid in Cash ($) | | | (2) Stock Awards ($) | | | (3) Change in Pension Value and Non Qualified Deferred Compensation Earnings | | | (4) All Other Compensation | | | Total | | |||||||||||||||
R. J. Bernhard(5) | | | | | $140,000 | | | | | | $174,868 | | | | | | $32,208 | | | | | | $0 | | | | | | $347,076 | | |
B. V. Di Leo Allen | | | | | $140,000 | | | | | | $174,868 | | | | | | $0 | | | | | | $0 | | | | | | $314,868 | | |
S. B. Dobbs | | | | | $155,000 | | | | | | $174,868 | | | | | | $0 | | | | | | $36,500 | | | | | | $366,368 | | |
C.A. Harris(5) | | | | | $155,000 | | | | | | $174,868 | | | | | | $5,842 | | | | | | $0 | | | | | | $335,710 | | |
T. J. Lynch | | | | | $190,000 | | | | | | $174,868 | | | | | | $0 | | | | | | $0 | | | | | | $364,868 | | |
W. I. Miller(7) | | | | | $140,000 | | | | | | $174,868 | | | | | | $50,703 | | | | | | $0 | | | | | | $365,571 | | |
G. R. Nelson(5) | | | | | $165,000 | | | | | | $174,868 | | | | | | $5,914 | | | | | | $0 | | | | | | $345,782 | | |
K.A.Nelson(5) | | | | | $140,000 | | | | | | $174,868 | | | | | | $0 | | | | | | $50,000 | | | | | | $364,868 | | |
K. H.Quintos | | | | | $140,000 | | | | | | $174,868 | | | | | | $29,127 | | | | | | $0 | | | | | | $343,995 | | |
G.L. Belske(5) | | | | | $165,000 | | | | | | $174,868 | | | | | | $0 | | | | | | $40,000 | | | | | | $379,868 | | |
D.W. Fisher(5)(6) | | | | | $93,333 | | | | | | $116,444 | | | | | | $1,525 | | | | | | $0 | | | | | | $211,302 | | |
Director | | | Board Retainer | | | Lead Director Fee | | | Committee Chaired | | | Committee Chair Fees | | | Total | | ||||||||||||
R. J. Bernhard | | | | | $140,000 | | | | | | $0 | | | | | | | | | $0 | | | | | | $140,000 | | |
F. R. Chang Diaz | | | | | $140,000 | | | | | | $0 | | | | �� | | | | | $0 | | | | | | $140,000 | | |
B. V. Di Leo Allen | | | | | $140,000 | | | | | | $0 | | | | | | | | | $0 | | | | | | $140,000 | | |
S. B. Dobbs | | | | | $140,000 | | | | | | $0 | | | | Safety, Environmental and Technology | | | | | $15,000 | | | | | | $155,000 | | |
C. A. Harris | | | | | $140,000 | | | | | | $0 | | | | | | | | | $0 | | | | | | $140,000 | | |
R. K. Herdman | | | | | $140,000 | | | | | | $0 | | | | Audit | | | | | $25,000 | | | | | | $165,000 | | |
A. M. Herman | | | | | $0 | | | | | | $0 | | | | | | | | | $0 | | | | | | $0 | | |
T. J. Lynch | | | | | $140,000 | | | | | | $35,000 | | | | Finance | | | | | $15,000 | | | | | | $205,000 | | |
| | | | | | | | | | | | | | | Governance and Nominating | | | | | $15,000 | | | | | | | | |
W. I. Miller | | | | | $140,000 | | | | | | $0 | | | | | | | | | $0 | | | | | | $140,000 | | |
G. R. Nelson | | | | | $140,000 | | | | | | $0 | | | | Talent Management and Compensation | | | | | $25,000 | | | | | | $165,000 | | |
K. A. Nelson | | | | | $140,000 | | | | | | $0 | | | | | | | | | $0 | | | | | | $140,000 | | |
K. H. Quintos | | | | | $140,000 | | | | | | $0 | | | | | | | | | $0 | | | | | | $140,000 | | |
G. L. Belske | | | | | $128,333 | | | | | | $0 | | | | | | | | | $0 | | | | | | $128,333 | | |
Director | | | Board Retainer | | | Lead Director Fee | | | Committee Chaired | | | Committee Chair Fees | | | Total | | ||||||||||||
R. J. Bernhard | | | | | $140,000 | | | | | | $0 | | | | | | | | | $0 | | | | | | $140,000 | | |
B. V. Di Leo Allen | | | | | $140,000 | | | | | | $0 | | | | | | | | | $0 | | | | | | $140,000 | | |
S. B. Dobbs | | | | | $140,000 | | | | | | $0 | | | | Safety, Environment, and Technology | | | | | $15,000 | | | | | | $155,000 | | |
C.A. Harris | | | | | $140,000 | | | | | | $0 | | | | Finance | | | | | $15,000 | | | | | | $155,000 | | |
T. J. Lynch | | | | | $140,000 | | | | | | $35,000 | | | | Governance and Nominating | | | | | $15,000 | | | | | | $190,000 | | |
W. I. Miller | | | | | $140,000 | | | | | | $0 | | | | | | | | | $0 | | | | | | $140,000 | | |
G. R. Nelson | | | | | $140,000 | | | | | | $0 | | | | Talent Management and Compensation | | | | | $25,000 | | | | | | $165,000 | | |
K.A.Nelson | | | | | $140,000 | | | | | | $0 | | | | | | | | | $0 | | | | | | $140,000 | | |
K.H. Quintos | | | | | $140,000 | | | | | | $0 | | | | | | | | | $0 | | | | | | $140,000 | | |
G.L. Belske | | | | | $140,000 | | | | | | $0 | | | | Audit | | | | | $25,000 | | | | | | $165,000 | | |
D. W. Fisher | | | | | $93,333 | | | | | | $0 | | | | | | | | | $0 | | | | | | $93,333 | | |
| ADVISORY VOTE ON THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS | | | CUMMINS | | | |
| | | CUMMINS | |
| RATIFICATION OF INDEPENDENT PUBLIC ACCOUNTANTS | |
| RATIFICATION OF INDEPENDENT PUBLIC ACCOUNTANTS | | | CUMMINS2024 PROXY | | | 73 | |
| | 2022 | | 2021 | | | 2023 | | 2022 | | ||||||||||||||||
Audit fees:(1) | | | | 19.7 | | | | | 12.3 | | | | | | 21.6 | | | | | 19.7 | | | ||||
Audit-related fees:(2) | | | | 3.8 | | | | | 1.1 | | | | | | 0.5 | | | | | 3.8 | | | ||||
Tax fees:(3) | | | | 1.5 | | | | | 0.4 | | | | | | 1.1 | | | | | 1.5 | | | ||||
All other fees:(4) | | | | 0.1 | | | | | 0.0 | | | | | | 0.1 | | | | | 0.1 | | | ||||
Total | | | | 25.1 | | | | | 13.8 | | | | | | 23.3 | | | | | 25.1 | | |
| 74 | | | CUMMINS2024 PROXY | | | RATIFICATION OF INDEPENDENT PUBLIC ACCOUNTANTS | |
| RATIFICATION OF INDEPENDENT PUBLIC ACCOUNTANTS | | | CUMMINS2024 PROXY | | | 75 | |
|
| | CUMMINS | | |
Plan Category | | | Number of securities to be issued upon exercise price of outstanding options, warrants and rights(1) | | | Weighted-average exercise price of outstanding options, warrants and rights(2) | | | Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in the first column) | | |||||||||
Equity compensation plans approved by security holders | | | | | 2,867,765 | | | | | | $145.57 | | | | | | 4,539,907 | | |
SHAREHOLDER PROPOSAL | |
| | | CUMMINS | | | |
| 78 | | | CUMMINS2024 PROXY | | | STATEMENT IN OPPOSITION | |
| STATEMENT IN OPPOSITION | | | CUMMINS2024 PROXY | | | 79 | |
| | | CUMMINS | | | |
| | | CUMMINS | | | |
| | | CUMMINS | | | |
| STOCK OWNERSHIP OF DIRECTORS, MANAGEMENT AND OTHERS | | | CUMMINS2024 PROXY | | | 83 | |
Name | | | Amount and Nature of Beneficial Ownership(1) | | | Percent of Class | | ||||||
The Vanguard Group 100 Vanguard Blvd. Malvern, PA 19355 | | | | | 13,205,088(2) | | | | | | 9.4% | | |
BlackRock, Inc. 55 East 52nd Street New York, NY 10055 | | | | | 11,572,098(3) | | | | | | 8.2% | | |
Sharon Barner | | | | | 56,402(4) | | | | | | * | | |
Gary L. Belske | | | | | 828 | | | | | | * | | |
Robert J. Bernhard | | | | | 16,960 | | | | | | * | | |
Bruno V. Di Leo | | | | | 7,431 | | | | | | * | | |
Stephen B. Dobbs | | | | | 12,206 | | | | | | * | | |
Tracy A. Embree | | | | | 33,602(5) | | | | | | * | | |
Carla A. Harris | | | | | 1,457 | | | | | | * | | |
Robert K. Herdman | | | | | 17,862 | | | | | | * | | |
N. Thomas Linebarger | | | | | 760,170(6) | | | | | | * | | |
Thomas J. Lynch | | | | | 9,664 | | | | | | * | | |
William I. Miller | | | | | 55,121(7) | | | | | | * | | |
Georgia R. Nelson | | | | | 21,742 | | | | | | * | | |
Kimberly A. Nelson | | | | | 3,342(8) | | | | | | * | | |
Karen H. Quintos | | | | | 5,533(9) | | | | | | * | | |
Jennifer W. Rumsey | | | | | 74,835(10) | | | | | | * | | |
Tony L. Satterthwaite | | | | | 182,725(11) | | | | | | * | | |
Mark A. Smith | | | | | 75,663(12) | | | | | | * | | |
All directors and executive officers as a group, a total of 31 persons | | | | | 1,587,874(13) | | | | | | | | |
Name | | | Amount and Nature of Beneficial Ownership(1) | | | Percent of Class | | ||||||
The Vanguard Group 100 Vanguard Blvd. Malvern, PA 19355 | | | | | 17,754,995(2) | | | | | | 13.0% | | |
BlackRock, Inc. 55 East 52nd Street New York, NY 10055 | | | | | 11,524,411(3) | | | | | | 8.4% | | |
Sharon Barner | | | | | 44,901(4) | | | | | | * | | |
Gary L. Belske | | | | | 1,625 | | | | | | * | | |
Robert J. Bernhard | | | | | 17,809 | | | | | | * | | |
Marvin Boakye | | | | | 0 | | | | | | * | | |
Bruno V. Di Leo | | | | | 8,819 | | | | | | * | | |
Stephen B. Dobbs | | | | | 5,097 | | | | | | * | | |
Daniel W. Fisher | | | | | 1,068 | | | | | | * | | |
Carla A. Harris | | | | | 2,231 | | | | | | * | | |
N. Thomas Linebarger | | | | | 760,282(5) | | | | | | * | | |
Thomas J. Lynch | | | | | 10,421 | | | | | | * | | |
William I. Miller | | | | | 56,557(6) | | | | | | * | | |
Georgia R. Nelson | | | | | 23,136 | | | | | | * | | |
Kimberly A. Nelson | | | | | 4,172(7) | | | | | | * | | |
Karen H. Quintos | | | | | 5,290(8) | | | | | | * | | |
Jennifer W. Rumsey | | | | | 80,666(9) | | | | | | * | | |
Tony L. Satterthwaite | | | | | 153,486(10) | | | | | | * | | |
Mark A. Smith | | | | | 76,500(11) | | | | | | * | | |
John H. Stone | | | | | 242 | | | | | | * | | |
All directors and current executive officers as a group, a total of 31 persons | | | | | 772,029(12) | | | | | | * | | |
| 84 | | | CUMMINS2024 PROXY | | | STOCK OWNERSHIP OF DIRECTORS, MANAGEMENT AND OTHERS | |
| | | CUMMINS | | | |
| | | CUMMINS | | | |
| Appendix A | | | CUMMINS | |
| | | Years Ended | | | | Years Ended | | ||||||||||||||||||
In Millions | | December 31, 2022 | | December 31, 2021 | | | December 31, 2023 | | December 31, 2022 | | ||||||||||||||||
Net income attributable to Cummins Inc. | | | | $2,151 | | | | | $2,131 | | | | | | $735 | | | | | $2,151 | | | ||||
Net income attributable to noncontrolling interests | | | | 32 | | | | | 33 | | | | | | 105 | | | | | 32 | | | ||||
Consolidated net income | | | | 2,183 | | | | | 2,164 | | | | | | 840 | | | | | 2,183 | | | ||||
Income tax expense | | | | 636 | | | | | 587 | | | | | | 786 | | | | | 636 | | | ||||
Income before taxes | | | | 2,819 | | | | | 2,751 | | | | | | 1,626 | | | | | 2,819 | | | ||||
Interest expense | | | | 199 | | | | | 111 | | | | | | 375 | | | | | 199 | | | ||||
EBIT | | | | 3,018 | | | | | 2,862 | | | | | | 2,001 | | | | | 3,018 | | | ||||
Depreciation and amortization | | | | 781 | | | | | 659 | | | | | | 1,016 | | | | | 781 | | | ||||
EBITDA | | | | $3,799 | | | | | $3,521 | | | | | | 3,017 | | | | | 3,799 | | | ||||
One-Time Items* | | | | 2,178 | | | | | 192 | | | |||||||||||||||
Adjusted EBITDA* (excluding One-Time Items) | | | | $5,195 | | | | | $3,991 | | |
| CUMMINS2024 PROXY | | | Appendix A | |
| | | Years Ended | | |||||||||
In Millions | | | December 31, 2023 | | | December 31, 2022 | | ||||||
Net income attributable to Cummins Inc. | | | | | $735 | | | | | | $2,151 | | |
Net income attributable to non controlling interests | | | | | 105 | | | | | | 32 | | |
Consolidated net income | | | | | 840 | | | | | | 2,183 | | |
Income tax expense | | | | | 786 | | | | | | 636 | | |
Income before taxes | | | | | 1,626 | | | | | | 2,819 | | |
Interest expense | | | | | 375 | | | | | | 199 | | |
EBIT | | | | | 2,001 | | | | | | 3,018 | | |
Less: Tax effect on EBIT | | | | | 966 | | | | | | 682 | | |
Net Operating Profit after Taxes | | | | | 1,035 | | | | | | 2,336 | | |
One-Time Items* | | | | | 2,178 | | | | | | 192 | | |
Less: Tax effect on EBIT related to One-Time Items | | | | | 12 | | | | | | 24 | | |
Adjusted Net operating profit after taxes* (excluding one-time items) | | | | | 3,201 | | | | | | 2,504 | | |
| | | Years Ended | | |||||||||
In Millions | | | December 31, 2023 | | | December 31, 2022 | | ||||||
Net income attributable to Cummins Inc. | | | | | $735 | | | | | | $2,151 | | |
One-Time Items* | | | | | 2,075 | | | | | | 166 | | |
Adjusted Net income attributable to Cummins Inc.* (excluding One-Time Items) | | | | | $2,810 | | | | | | $2,317 | | |
| | | CUMMINS | |
| | | Years Ended | | |||||||||
In Millions | | | December 31, 2022 | | | December 31, 2021 | | ||||||
Net income attributable to Cummins Inc. | | | | | $2,151 | | | | | | $2,131 | | |
Net income attributable to non controlling interests | | | | | 32 | | | | | | 33 | | |
Consolidated net income | | | | | 2,183 | | | | | | 2,164 | | |
Income tax expense | | | | | 636 | | | | | | 587 | | |
Income before taxes | | | | | 2,819 | | | | | | 2,751 | | |
Interest expense | | | | | 199 | | | | | | 111 | | |
EBIT | | | | | 3,018 | | | | | | 2,862 | | |
Less: Tax effect on EBIT | | | | | 664 | | | | | | 610 | | |
Net operating profit after taxes used for return on invested capital calculation (ROIC) | | | | | $2,354 | | | | | | $2,252 | | |
| | | Years Ended | | |||||||||
In Millions | | | December 31, 2023 | | | December 31, 2022 | | ||||||
Earnings per diluted Share | | | | | $5.15 | | | | | | $15.12 | | |
One-Time Items* | | | | | 14.54 | | | | | | $1.17 | | |
Adjusted Earnings per diluted Share* (excluding One-Time Items) | | | | | $19.69 | | | | | | $16.29 | | |
In Millions | | | December 31, 2022 | | | December 31, 2021 | | | December 31, 2020 | | |||||||||
Total Assets | | | | | $30,299 | | | | | | $23,710 | | | | | | $22,624 | | |
Less: Deferred debt costs | | | | | 4 | | | | | | 4 | | | | | | 3 | | |
Less: Deferred tax assets | | | | | 625 | | | | | | 428 | | | | | | 479 | | |
Less: Pension and other postretirement benefit adjustments exlcuded from net assets | | | | | 832 | | | | | | 966 | | | | | | 67 | | |
Less: Liabilities deducted in arriving at net assets | | | | | 11,270 | | | | | | 9,486 | | | | | | 8,947 | | |
Total net assets | | | | | 17,568 | | | | | | 12,826 | | | | | | 13,128 | | |
Less: Cash, cash equivalents and marketable securities | | | | | 2,573 | | | | | | 3,187 | | | | | | 3,862 | | |
Net assets for operating segments | | | | | $14,995 | | | | | | $9,639 | | | | | | $9,266 | | |
In Millions | | | December 31, 2022 | | | December 31, 2021 | | | December 31, 2020 | | |||||||||
Total equity | | | | | $9,967 | | | | | | $9,035 | | | | | | $8,989 | | |
Less: Defined benefit postretirement plans | | | | | (426) | | | | | | (346) | | | | | | (735) | | |
Equity used for return on invested capital calculation (ROIC) | | | | | 10,393 | | | | | | 9,381 | | | | | | 9,724 | | |
Loans payable | | | | | 210 | | | | | | 208 | | | | | | 169 | | |
Commercial paper | | | | | 2,574 | | | | | | 313 | | | | | | 323 | | |
Current maturities of long-term debt | | | | | 573 | | | | | | 59 | | | | | | 62 | | |
Long-term debt | | | | | 4,498 | | | | | | 3,579 | | | | | | 3,610 | | |
Invested capital used for return on invested capital calculation (ROIC) | | | | | $18,248 | | | | | | $13,540 | | | | | | $13,888 | | |
In Millions | | | December 31, 2023 | | | December 31, 2022 | | | December 31, 2021 | | |||||||||
Total Assets | | | | | $32,005 | | | | | | $30,299 | | | | | | $23,710 | | |
Less: Deferred debt costs | | | | | 4 | | | | | | 4 | | | | | | 4 | | |
Less: Deferred tax assets | | | | | 1,082 | | | | | | 625 | | | | | | 428 | | |
Less: Pension and other postretirement benefit adjustments exlcuded from net assets | | | | | 307 | | | | | | 832 | | | | | | 966 | | |
Less: Liabilities deducted in arriving at net assets | | | | | 14,531 | | | | | | 11,270 | | | | | | 9,486 | | |
Total net assets | | | | | 16,081 | | | | | | 17,568 | | | | | | 12,826 | | |
One-Time Items* | | | | | 2,036 | | | | | | | | | | | | | | |
Adjusted Total net assets* (excluding one-time items) | | | | | 18,117 | | | | | | 17,568 | | | | | | 12,826 | | |
Less: Cash, cash equivalents and marketable securities | | | | | 2,741 | | | | | | 2,573 | | | | | | 3,187 | | |
Net assets for operating segments | | | | | $15,376 | | | | | | $14,995 | | | | | | $9,639 | | |
| |||||||
| CUMMINS2024 PROXY | | | Appendix A | |
In Millions | | | December 31, 2023 | | | December 31, 2022 | | | December 31, 2021 | | |||||||||
Total equity | | | | | $9,904 | | | | | | $9,967 | | | | | | $9,035 | | |
Less: Defined benefit postretirement plans | | | | | (848) | | | | | | (427) | | | | | | (346) | | |
Equity used for return on invested capital calculation (ROIC) | | | | | 10,752 | | | | | | 10,394 | | | | | | 9,381 | | |
Loans payable | | | | | 280 | | | | | | 210 | | | | | | 208 | | |
Commercial paper | | | | | 1,496 | | | | | | 2,574 | | | | | | 313 | | |
Current maturities of long-term debt | | | | | 118 | | | | | | 573 | | | | | | 59 | | |
Long-term debt | | | | | 4,802 | | | | | | 4,498 | | | | | | 3,579 | | |
Unadjusted Invested capital used for return on invested capital calculation (ROIC) | | | | | 17,448 | | | | | | 18,249 | | | | | | 13,540 | | |
One-Time Items* | | | | | 1,436 | | | | | | | | | | | | | | |
Adjusted Invested capital used for return on invested capital calculation (ROIC) (excluding one-time items) | | | | | $18,884 | | | | | | $18,249 | | | | | | $13,540 | | |
| | | December 31, 2023 | | | December 31, 2022 | | ||||||
Unadjusted ROANA | | | | | | | | | | | | | |
EBITDA | | | | | $3,017 | | | | | | $3,799 | | |
Beginning – Total Net Assets | | | | | 17,568 | | | | | | 12,826 | | |
Ending – Total Net Assets | | | | | 16,081 | | | | | | 17,568 | | |
Unadjusted ROANA | | | | | 18% | | | | | | 25% | | |
Adjusted ROANA | | | | | | | | | | | | | |
EBITDA excluding One-Time Items* | | | | | $5,195 | | | | | | $3,991 | | |
Beginning – Total net assets adjusted for one-time items | | | | | 17,568 | | | | | | 12,826 | | |
Ending – Total net assets adjusted for one-time items** | | | | | 18,117 | | | | | | 17,568 | | |
Adjusted ROANA** | | | | | 29% | | | | | | 26% | | |
| Appendix A | | | CUMMINS | |
| | | December 31, 2023 | | | December 31, 2022 | | ||||||
Unadjusted ROIC | | | | | | | | | | | | | |
Net Operating Profit after Taxes | | | | | $1,035 | | | | | | $2,336 | | |
Beginning – Unadjusted Invested capital used for return on invested capital calculation (ROIC) | | | | | 18,249 | | | | | | $13,540 | | |
Ending – Unadjusted Invested capital used for return on invested capital calculation (ROIC) | | | | | 17,448 | | | | | | $18,249 | | |
Unadjusted ROIC | | | | | 6% | | | | | | 15% | | |
Adjusted ROIC | | | | | | | | | | | | | |
Net operating profit after taxes excluding one-time items* | | | | | 3,201 | | | | | | 2,504 | | |
Beginning – Adjusted Invested capital used for return on invested capital calculation (ROIC) | | | | | $18,249 | | | | | | $13,540 | | |
Ending – Adjusted Invested capital used for return on invested capital calculation (ROIC)** | | | | | $18,884 | | | | | | $18,249 | | |
Adjusted ROIC** | | | | | 17% | | | | | | 16% | | |