| Sincerely, | | | | |
| Tom Linebarger | | | | |
| Executive Chairman Chairman of the Board Cummins Inc. | |
| Sincerely, | | | | |
| Jennifer Rumsey | | | | |
| President and Chief Executive Officer 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; | | |
| 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. | | | Advisory vote on the frequency of future advisory votes on the compensation of our named executive officers | | | SUBMITTED EVERY YEAR | | | Page 74 | | |
| 4. | | | Ratification of independent public accountants | | | FOR | | | Page | | |
| | | Approval of the Cummins Inc. Employee Stock Purchase Plan, as amended | | | FOR | | | Page 79 | | | |
| 6. | | | Shareholder proposal regarding an independent chairman of the board | | | AGAINST | | | Page | | |
| 7. | | | Shareholder proposal regarding linking executive compensation to achieving 1.5°C emissions reductions | | | AGAINST | | | Page 85 | | |
| | | | | | | | | Committee Memberships | | | | | | | | | | Committee Memberships | | ||||||||||||||||||||||||||||||||||||||
| | | | Age | | Director Since | | Audit | | | | Talent and Comp | | | | Finance | | | | Governance(1) | | | | Safety Environment and Tech | | | | | Age | | Director Since | | Audit | | | | Talent and Comp | | | | Finance | | | | Governance | | | | Safety Environment and Tech | | ||||||||
| N. THOMAS LINEBARGER Chairman and Chief Executive Officer, Cummins Inc. | | 59 | | 2009 | | | | | | | | | | | | | | | | | | | | | | JENNIFER W. RUMSEY President and Chief Executive Officer, Cummins Inc. | | 49 | | 2022 | | | | | | | | | | | | | | | | | | | | | |||||||
| JENNIFER W. RUMSEY President and Chief Operating Officer, Cummins Inc. | | 48 | | 2022 | | | | | | | | | | | | | | | | | | | | | | N. THOMAS LINEBARGER Chairman of the Board and Executive Chairman, Cummins Inc. | | 60 | | 2009 | | | | | | | | | | | | | | | | | | | | | |||||||
| ROBERT J. BERNHARD Vice President for Research, University of Notre Dame | | 69 | | 2008 | | | | | | | | | | | | | | | | | | | GARY L. BELSKE Retired Deputy Managing Partner and Chief Operating Officer, Ernst & Young | | 66 | | 2022 | | | * | | | | | | | | | | | | | | | | | |||||||||||
| FRANKLIN R. CHANG DIAZ Chairman and CEO, Ad Astra Rocket Company | | 71 | | 2009 | | | | | | | | | | | | | | | | | | | 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 | | 65 | | 2015 | | | | | | | | | | | | | | | | | | | BRUNO V. DI LEO Managing Director, Bearing-North LLC | | 66 | | 2015 | | | | | | | | | | | | | | | | | | |||||||||||||
| STEPHEN B. DOBBS Retired Senior Group President, Fluor Corporation | | 65 | | 2010 | | | | | | | | | | | | | | | | | | | STEPHEN B. DOBBS Retired Senior Group President, Fluor Corporation | | 66 | | 2010 | | | | | | | | | | | | | | | | | | |||||||||||||
| CARLA A. HARRIS Senior Client Advisor, Morgan Stanley | | 59 | | 2021 | | | | | | | | | | | | | | | | | | | CARLA A. HARRIS Senior Client Advisor, Morgan Stanley | | 60 | | 2021 | | | | | | | | | | | | | | | | | | |||||||||||||
| ROBERT K. HERDMAN Managing Director, Kalorama Partners, LLC | | 73 | | 2008 | | | | | | | | | | | | | | | | | | | THOMAS J. LYNCH Chairman, TE Connectivity Ltd | | 68 | | 2015 | | | | | | | | | | | | | | | | | | |||||||||||||
| THOMAS J. LYNCH Chairman, TE Connectivity Ltd. | | 67 | | 2015 | | | | | | | | | | | | | | | | | | | WILLIAM I. MILLER President, The Wallace Foundation | | 66 | | 1989 | | | | | | | | | | | | | | | | | | |||||||||||||
| WILLIAM I. MILLER President, The Wallace Foundation | | 65 | | 1989 | | | | | | | | | | | | | | | | | | | GEORGIA R. NELSON Retired President and CEO, PTI Resources, LLC | | 73 | | 2004 | | | | | | | | | | | | | | | | | | |||||||||||||
| GEORGIA R. NELSON Retired President and CEO, PTI Resources, LLC | | 72 | | 2004 | | | | | | | | | | | | | | | | | | | KIMBERLY A. NELSON Retired Senior Vice President, External Relations, General Mills, Inc. | | 60 | | 2020 | | | | | | | | | | | | | | | | | | |||||||||||||
| KIMBERLY A. NELSON Retired Senior Vice President, External Relations of General Mills, Inc. | | 59 | | 2020 | | | | | | | | | | | | | | | | | | | KAREN H. QUINTOS Retired Chief Customer Officer, Dell Technologies Inc. | | 59 | | 2017 | | | | | | | | | | | | | | | | | | |||||||||||||
| KAREN H. QUINTOS Retired Chief Customer Officer, Dell Technologies Inc. | | 58 | | 2017 | | | | | | | | | | | | | | | | | |
| 2 | | | CUMMINS | | | PROXY SUMMARY | |
| PROXY SUMMARY | | | CUMMINS | | | 3 | |
| 4 | | | CUMMINS | | | PROXY SUMMARY | |
| | | | | | | | |
| Board Leadership • Annual assessment and determination of Board leadership structure • Newly appointed Lead Director has a strong role and significant governance duties, including chair of Governance & Nominating Committee and of all executive sessions of independent directors | | | 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, • 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 | | | 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 • • Board members represent diverse perspectives, including 5 female directors, 2 African-American directors and | |
| | | | | | | | | | | | | |
| | | | | NAMED TO THE 2022 S&P DOW JONES INDICES OF THE WORLD’S MOST SUSTAINABLE COMPANIES YEAR. | | | | | | | | |
| | | | | | | | | | | | | |
| | | | | NAMED FOR A | | | | | | ��� | RANKED NO. 27 ON INVESTOR’S BUSINESS DAILY’S 2022 100 | |
| | | | | | | | | | | | | |
| | | | | NAMED TO BARRON’S 2023 LIST OF AMERICA’S 100 MOST | | | | | | | |
| 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 | | | Return on Average Net Assets (ROANA) | | | Rewards operational performance. ROANA balances growth, profitability and asset management. | |
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 | |
| | | | | | | | |
| Director Independence • • 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 Chairman/CEO roles are combined or when the Chairman is not independent • Lead Director has a strong role and significant governance duties, including chair of Governance & Nominating Committee and of all executive sessions of independent directors • Executive Chairman who acts as Chairman of the Board of Directors and oversees the Board’s activity, including running the meetings, maintaining good relations, aiding CEO transition and working with the CEO and the Lead Director to create agendas. | | | Board Accountability • • 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, • 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 Chairman with each director • Annual independent director evaluation of Chairman and CEO | | | 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 • • Board members represent diverse perspectives, including 5 female directors, 2 African-American directors and • 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 United States. | | | Clawback and Anti-Hedging Policies • Clawback policy permits us to recoup certain compensation payments in the event any of our financial statements are required to be materially restated resulting from the fraudulent actions of any officer or the non-fraudulent or individual behavioral actions of Section 16 officers resulting in reputational harm • Directors and officers prohibited from engaging in any pledging, short sales or hedging investments involving our common stock | |
| 8 | | | CUMMINS | | | CORPORATE GOVERNANCE | |
| | | |
| • 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 five female directors, two African-American directors and | |
| CORPORATE GOVERNANCE | | | CUMMINS | | | 9 | |
| 10 | | | CUMMINS | | | CORPORATE GOVERNANCE | |
| | | |
| | | | • • • Entered 10 partnerships, collaborations, or joint ventures to reduce carbon, including an initiative with Daimler Truck North America to test Cummins’ hydrogen fuel cell powertrains in heavy duty trucking. • Opened a new hydrogen fuel cell systems production plant in Germany, and broke ground on a plant to make electrolyzers in Spain. Announced plans to begin producing electrolyzers in the U.S. at a company facility in Minnesota. • Issued its | | |
| | | | • • • The “It’s OK” campaign at Cummins marked its second anniversary championing awareness and action around mental wellness. Introduced at the | | |
| | | | • To address the strategic and operational challenges of • | | |
| CORPORATE GOVERNANCE | | | CUMMINS | | | 11 | |
| | | | | | |
| | OUR LEAD DIRECTOR’S RESPONSIBILITIES INCLUDE: SERVINGas Chairman of the Governance and Nominating Committee; CONFERRING with the Chairman on, and approving, Board meeting agendas and meeting schedules to assure there is sufficient time for discussion of all agenda items; CALLING AND PRESIDING over all meetings of the Board at which the Chairman is not present, including executive sessions of independent directors and communicating feedback on executive sessions to the Chairman; 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 Chairman and other management members; 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 Chairman on other issues of corporate importance, as appropriate. | | |
| 12 | | | CUMMINS | | | CORPORATE GOVERNANCE | |
| AUDIT COMMITTEE Meetings in Members Robert K. Herdman (2022 Chair)* Gary L. Belske Robert J. Bernhard Stephen B. Dobbs William I. Miller Georgia R. Nelson Kimberly A. Nelson Karen H. Quintos | | | 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 enterprise risk management program with dedicated time for review and discussion at every regular Board meeting. • 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. Herdman | |
| CORPORATE GOVERNANCE | | | CUMMINS | | | 13 | |
| TALENT MANAGEMENT AND COMPENSATION COMMITTEE Meetings in Members Georgia R. Nelson (Chair) 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 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 his performance, including input from all of the other independent directors. • 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 Thomas J. Lynch (Chair) Bruno V. Di Leo Carla A. Harris | | | 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. Dobbs Carla A. Harris Robert K. Herdman* William I. Miller Georgia R. Nelson Kimberly A. Nelson Karen H. Quintos | | | 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 third party consultant to facilitate feedback among Board members. • 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 Robert K. Herdman* Kimberly A. Nelson Karen H. Quintos | | | 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 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: Age: Board None | | | | |||
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| Ms. Rumsey 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 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 | | |
| | Director Since: 2009 Age: 60 Board Committees: Executive | | | | N. THOMAS LINEBARGER—Chairman of the Board and Executive Chairman, Cummins Inc. | | |
| Tom Linebarger was appointed as Executive Chairman of Cummins Inc. in August 2022. In this role, Tom will continue serving as Chairman of the Board. Mr. Linebarger was the Chief Executive Officer of our company from 2012-2022. Mr. Linebarger was our President and Chief Operating Officer from 2008-2011 after serving as Executive Vice President and President, Power Generation Business from 2003-2008 and as Vice President, Chief Financial Officer from 2000-2003. From 1998-2000, he was our Vice President, Supply Chain Management, after holding various other positions with us. Mr. Linebarger received a B.S. from Stanford University and a B.A. from Claremont McKenna College in 1986 and M.S. and M.B.A. degrees from Stanford in 1993. He has been a director of Harley-Davidson, Inc. since 2008. Summary of Qualifications and Experience: Key Contributions to the Board: • Provides strategic leadership for the Board with decades of experience with our global business • Seeks to ensure directors are informed of significant issues impacting our company and receive necessary information • Works collaboratively with our Lead Director to set agendas for Board meetings and assess the engagement and effectiveness of our Board, its committees, and individual directors • Ensures that there are strong succession plans in place for the CEO and other key leaders | | |
| 18 | | | CUMMINS | | | ELECTION OF DIRECTORS | |
| | Director Since: 2022 Age: 66 Board Committees: Audit, Governance and Nominating | | | | 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 | | |
| | Director Since: 2008 Age: Board Committees: Audit; Governance and Nominating; Safety, Environment and Technology | | | | ROBERT J. BERNHARD—Vice President for Research and Professor in the Department of Aerospace and Mechanical Engineering, 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 at Purdue University. He was Director of the Ray W. Herrick Laboratories at Purdue’s School of Mechanical Engineering from 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 | | |
| ELECTION OF DIRECTORS | | | CUMMINS | | | 19 | |
| | 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 2018 until his retirement in June 2018. He had previously served as Senior Vice President, Global Markets, for IBM since 2012. In that position, he was accountable for revenue, profit, and client satisfaction in Japan, Asia Pacific, Latin America, Greater China and the Middle East and Africa. He also oversaw IBM’s Enterprise and Commercial client segments globally. From 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 | | |
| 20 | | | CUMMINS2023 PROXY | | | ELECTION OF DIRECTORS | |
| | Director Since: 2010 Age: Board Committees: Audit; Governance and Nominating; Safety, Environment and Technology | | | | STEPHEN B. DOBBS | | |
| Mr. Dobbs is a former executive of Fluor Corporation, a publicly traded professional services firm providing engineering, procurement, construction, fabrication and modularization, commissioning and maintenance, as well as project management services on a global basis. Mr. Dobbs served as Senior Group President over Fluor’s Industrial and Infrastructure Group until his retirement in 2014. In that role, Mr. Dobbs was responsible for a wide diversity of the markets served by Fluor, including infrastructure, telecommunications, mining, operations and maintenance, transportation, life sciences, heavy manufacturing, advanced technology, microelectronics, commercial, institutional, health care, water, and alternative power. Mr. Dobbs served Fluor in numerous U.S. and international locations including Southern Africa, Europe, and China. Mr. Dobbs earned his doctorate in engineering from Texas A&M University and holds two undergraduate degrees in nuclear engineering, also from Texas A&M. Until his retirement from Fluor, he served on the World Economic Forum’s Global Agenda Council on Geopolitical Risk as well as the Governor’s Business Council for the State of Texas. He also served as a director of the U.S. China Business Council. Summary of Qualifications and Experience: Key Contributions to the Board: • Chair of Safety, Environment and Technology Committee • Leverages technical background to provide insight regarding technology matters • Possesses emerging market/international experience from his Fluor career • Adds perspective gained from leading business operations in U.S., Southern Africa, Europe and China • Experience in project finance | | |
| | Director 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 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 | | |
| ELECTION OF DIRECTORS | | | CUMMINS | | | 21 | |
| | Director Board Committees: Executive, Finance; Governance and Nominating; Talent Management and Compensation | | | | THOMAS J. LYNCH—Chairman, TE Connectivity Ltd. | | |
| Mr. Lynch is the Chairman of TE Connectivity Ltd. (formerly Tyco Electronics Ltd.), a global provider of connectivity and sensor solutions, and harsh environment applications. Mr. Lynch served as the Chief Executive Officer of TE Connectivity Ltd. from January Summary of Qualifications and Experience: Key Contributions to the Board: • Lead Director • Chair of Finance Committee • 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 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 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 | | |
| 22 | | | CUMMINS | | | ELECTION OF DIRECTORS | |
| | Director Board Committees: Audit; Governance and Nominating; Talent Management and Compensation | | | | GEORGIA R. NELSON | | |
| Prior to her retirement in June 2019, Ms. Nelson was President and CEO of PTI Resources, LLC, an independent consulting firm, since 2005. Prior to this role, Ms. Nelson retired in 2005 from Edison International, where she had been President of Midwest Generation EME, LLC since 1999 and General Manager of Edison Mission Energy Americas since 2002. Her business responsibilities have included management of regulated and unregulated power operations and a large energy trading subsidiary as well as the construction and operation of power generation projects worldwide. She has had extensive experience in business negotiations, environmental policy matters and human resources. She has served as a director of Ball Corporation since 2006, Sims Metal Management Limited since 2014 and Custom Truck One Source, Inc. since 2021. In December 2017, she retired as a director of CH2M Hill Companies Ltd., a privately-held company, where she Summary of Qualifications and Experience: Key Contributions to the Board: • Chair of Talent Management and Compensation Committee • Provides perspective based on background in power generation and business • Utilizes expertise in talent management and governance matters to oversee best practices in executive compensation and human capital management • Possesses manufacturing and environmental experience • Works outside of regular meetings to support the development of women in leadership roles | | |
| | Director Board Committees: Audit; Governance and Nominating; Safety, Environment and Technology | | | | KIMBERLY A. NELSON | | |
| 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 is on the board of Tate & Lyle PLC and serves on its Audit and Nominations Committees. She is also on the board of Colgate-Palmolive Company and serves on its Personnel & Organization and Nominating, Governance & Corporate Responsibility Committees. Ms. Nelson holds an MBA from Columbia Business School and a B.S. in International Relations from Georgetown University. She is a member of the Executive Leadership Council, Women Corporate Directors, and a member of the National Association of Corporate Directors (NACD) 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 | | |
| ELECTION OF DIRECTORS | | | CUMMINS | | | 23 | |
| | Director Board Committees: Audit; Governance and Nominating; Safety, Environment and Technology | | | | KAREN H. QUINTOS | | |
| Prior to her retirement in June 2020, Ms. Quintos was 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 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 founder and executive sponsor of Dell’s Women in Action employee resource group. She is Summary of Qualifications and Experience: Key Contributions to the Board: • Contributes marketing and international perspective • Brings deep knowledge • Offers strategic insight in customer • Contributes knowledge and experiences in technology, GTM and supply chain management | | |
| | DIRECTORS | | | | Automotive & Transportation | | | | Manufacturing | | | | Technology/ IT | | | | Sales/ Marketing | | | | Government/ Regulatory | | | | International | | | | Academics | | | | Financial | | |
| | Gary L. Belske | | | | | | | | ● | | | | | | | | ● | | | | ● | | | | ● | | | | | | | | ● | | |
| | Robert J. Bernhard | | | | ● | | | | ● | | | | ● | | | | | | | | | | | | | | | | ● | ||||||
| | | | | | |||||||||||||||||||||||||||||||
| | Bruno V. Di Leo | | | | | | | | | | | | ● | | | | ● | | | | | | | | ● | | | | | | | | | | |
| | Stephen B. Dobbs | | | | ● | | | | ● | | | | ● | | | | | | | | | | | | ● | | | | | | | | ● | | |
| | Carla A. Harris | | | | | | | | | | | | | | | | | | | | | ||||||||||||||
| | | ● | | | | | | | | ● | | | |||||||||||||||||||||||
| | N. Thomas Linebarger | | | | ● | | | | ● | | | | ● | | | | ● | | | | | | | ● | | | | | | | | ● | | | |
| | Thomas J. Lynch | | | | | | | | ● | | | | ● | | | | | | | | | | | | ● | | | | | | | | ● | | |
| | William I. Miller | | | | | | | | ● | | | | | | | | | | | | | | | | | | | | | | | | ● | | |
| | Georgia R. Nelson | | | | ● | | | | ● | | | | ● | | | | | | | | | | | | ● | | | | | | | | | | |
| | Kimberly A. Nelson | | | | | | | | ● | | | | | | | | ● | | | | ● | | | | ● | | | | | | | | | | |
| | Karen H. Quintos | | | | | | | | ● | | | | ● | | | | ● | | | | | | | | ● | | | | | | | | | | |
| | Jennifer W. Rumsey | | | | ● | | | | ● | | | | ● | | | | ● | | | | | | | | ● | | | | | | | | | | |
| | | CUMMINS | | | |
| Sincerely, | | | | |
| GEORGIA R. NELSON, | | | | |
| Chair | |
| | | CUMMINS | | | |
| | | | | | | | | | | | | | ||||||||||
| Total Net Sales | | | | | | Net Income | | | | | | EBITDA | | |||||||||
| 2022:$28.1 BN | | | | | | 2022:$2.2 BN | | | | | | 2022:$3.8 BN(13.5% of sales) | | |||||||||
| 2021: $24.0 BN | | | | | | 2021: $2.1 BN | | | | | | 2021: $3.5 BN (14.7% of sales) | | |||||||||
| | | | | | | | | | | | | | | |||||||||
| Return on Average Net Assets (ROANA) | | | | | | Return on Invested Capital (ROIC) | | | | | | Cash from Operations | | |||||||||
| | | | | | 2022:15% | | | | | | 2022:$2.0 BN | | ||||||||||
| 2021: 27% | | | | | | 2021: 16% | | | | | | 2021: $2.3 BN | | |||||||||
| | | | | | | | | | | | | | | |||||||||
| Total Shareholder Return (Annual Average) | | | | | | Diluted Earnings per Share (EPS) | | | | | | Dividend | | |||||||||
| 3-year period ending in 202213% | | | | | | 2022:$15.12 | | | | | | Increased our | | |||||||||
| 3-year period ending in | | | | | | | | | |
| Key Performance Metrics* | | ||||||
| | | | 2021 | | | 2020 | |
| Total Net Sales | | | $24.0 BN | | | $19.8 BN | |
| Net Income | | | $2.1 BN | | | $1.8 BN | |
| EBITDA | | | $3.5 BN (14.7% of sales) | | | $3.1 BN (15.7% of sales) | |
| Return on Average Net Assets (ROANA) | | | 27% | | | 26% | |
| Return on Invested Capital (ROIC) | | | 16% | | | 15% | |
| Cash from Operations | | | $2.3 BN | | | $2.7 BN | |
| Total Shareholder Return | | | 21% (3-year period ending in 2021) | | | 12% (3-year period ending in 2020) | |
| Diluted Earnings per Share (EPS) | | | $14.61 | | | $12.01 | |
| Dividend | | | Increased our quarterly dividend from $1.35 to $1.45 a share, our 12th straight year of dividend growth | |
| 26 | | | CUMMINS2023 PROXY | | | EXECUTIVE COMPENSATION | |
| | | We will continue to operate as “one Cummins,” characterized by a strong culture and synergies across business units. However, the new program will also recognize New Power’s need to focus on different measures of success and attract and retain talent with different skills compared to those in our traditional core engine business. As a result, the performance measures and their linkage to our traditional core and New Power entities are tailored to the unit in which the participant works | | |
| | | The program will also recognize the decision by the company to spin off Atmus, our filtration business, into a publicly traded company so that Atmus has its own access to capital. We anticipate that Atmus will complete its initial public offering in 2023. As a result, Atmus’ 2023 incentive programs will be driven entirely by Atmus’ performance, except that Atmus LTIP participants will receive Cummins equity until Atmus completes its initial public offering. When Atmus completes its initial public offering, Atmus LTIP participants will receive Atmus equity-based compensation | | |
| | | To help retain valuable talent and reinforce the alignment of interests between our employees and shareholders, the compensation program will provide for broader participation in our equity incentive plans and heavier and more strategic use of equity, where warranted. For example, starting in 2023, participants in New Power and Atmus will receive Restricted Stock Units (RSUs) in lieu of Performance Cash | |
| EXECUTIVE COMPENSATION | | | CUMMINS | | | 27 | |
|
| 28 | | | CUMMINS | | | EXECUTIVE COMPENSATION | |
| | | | | | | | ||||||
| | | |||||||||||
| | 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 | |
| EXECUTIVE COMPENSATION | | | CUMMINS | | | 29 | |
| | | | | | | | |
| Bronze-level Military Friendly Company | | | for Disability Inclusion (second year in a row) | | | 2022 Forbes Best Employers for Diversity | |
| | | | | | | | | | | |
| 2022 Star Award for Company of the Year by Society of Hispanic Professional Engineers (SHPE) | | | Partnership award from Girls Inc. | | | Best Company for LGBTQ+ Employees on Corporate Equality Index | | | National Association 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 | |
| 30 | | | CUMMINS2023 PROXY | | | EXECUTIVE COMPENSATION | |
| ANNUAL BONUS PLAN | | | PERFORMANCE SHARE & PERFORMANCE CASH PLANS | | | LONG TERM INCENTIVE MIX | |
| Our Annual Bonus Plan paid out | | ||||||
| Our Performance Share and Performance Cash plans for the | | ||||||
| |
| ALIGNMENT BETWEEN CEO’S REALIZABLE PAY & FINANCIAL / TSR PERFORMANCE | | |||||
| |
| | | CUMMINS | | | |
| |
| | 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 POSITIONINGWe 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. | | | ||
| | LONG-TERM MIXWe 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 RISKWe 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. | | | ||
| | RETENTIONWe believe that our compensation program should support retention of our experienced executives and achievements of our leadership succession plans. | | | ||
| | SIMPLE AND TRANSPARENTWe 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 INTERESTSWe believe that equity-based compensation and stock ownership should be a substantial part of our executive compensation program | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | JENNIFER RUMSEY President and Chief Executive Officer | | | | | | | | | TOM LINEBARGER Executive Chairman | | | | | | | | | MARK SMITH Vice President – Chief Financial Officer | |
| | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | LIVINGSTON L. SATTERTHWAITE Senior Vice President | | | | | | | | | TRACY EMBREE Vice President and President Distribution | | | | | | | | | SHARON BARNER Vice President – Chief Administrative Officer and Corporate Secretary | |
| | | CUMMINS | | | |
| At our The Committee considered these voting results along with shareholder feedback as a part of its comprehensive assessment of Cummins’ executive compensation programs. Given the support we received from shareholders, we did not undertake any material changes to our executive compensation | | | | |
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 | | | Return on Average Net Assets (ROANA) | | | Rewards operational performance. ROANA balances growth, profitability and asset management. | |
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 | | ||||||
| Deere & Company (DE) | | | Donaldson Co. Incorporated (DCI) | | | Eaton Corporation (ETN) | | ||||||
| Emerson Electric Co. (EMR) | | | Fortive Corporation (FTV) | | | Honeywell International Inc. (HON) | | ||||||
| Illinois Tool Works | | | 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 different measures to ensure our executives focus on both annual and longer-term goals | | | | 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 | | | | 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 | | | | | |||||||
| Require all | | | | 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 | | | |
| | ROANA = Earnings Before Interest, Taxes, Depreciation, and Amortization (or EBITDA) ÷ Average Net | | |
| | ROANA Goal | | Goal as % of Target | | Payout as % of Target(1) | | | ROANA Goal | | Goal as % of Target | | Payout as % of Target(1) | | ||||||||||||||||||||||||
>Maximum | | | | 29.39% | | | | | 115% | | | | | 200% | | | | | | 37.20% | | | | | 115% | | | | | 200% | | | ||||||
Target | | | | 25.56% | | | | | 100% | | | | | 100% | | | | | | 32.35% | | | | | 100% | | | | | 100% | | | ||||||
Threshold | | | | 17.89% | | | | | 70% | | | | | 10% | | | | | | 22.65% | | | | | 70% | | | | | 10% | | | ||||||
<Threshold | | | | <17.89% | | | | | <70% | | | | | 0% | | | | | | <22.65% | | | | | <70% | | | | | 0% | | | ||||||
EBITDA at target: $3.314 billion | | | | | | | | | | | | | | | | | ||||||||||||||||||||||
EBITDA at target: $4.130 billion | | | | | | | | | | | | | | | | |
| EXECUTIVE COMPENSATION | | | CUMMINS2023 PROXY | | | 37 | |
| | 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 | | |
| 38 | | | CUMMINS2023 PROXY | | | EXECUTIVE COMPENSATION | |
| | 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) | | EBITDA Goal as % of Target | | ROIC and EBITDA Payouts as % of Target(1) | | ||||||||||||||||||||||||||||||||||||||||
<Maximum | | | | 19.50% | | | | | 130% | | | | | $12,642 | | | | | 115% | | | | | 200% | | | | | | 19.50% | | | | | 130% | | | | | $12,422 | | | | | 115% | | | | | 200% | | | ||||||||||
Target | | | | 15.00% | | | | | 100% | | | | | $10.993 | | | | | 100% | | | | | 100% | | | | | | 15.00% | | | | | 100% | | | | | $10,802 | | | | | 100% | | | | | 100% | | | ||||||||||
Threshold | | | | 10.50% | | | | | 70% | | | | | $9,344 | | | | | 85% | | | | | 10% | | | | | | 10.50% | | | | | 70% | | | | | $9,182 | | | | | 85% | | | | | 10% | | | ||||||||||
<Threshold(2) | | | | 10.50% | | | | | <70% | | | | | <$9,344 | | | | | <85% | | | | | 0% | | | ||||||||||||||||||||||||||||||||||||
<Threshold(2) | | | | 10.50% | | | | | <70% | | | | | <$9,182 | | | | | <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% | | | | | $12,422 | | | | | 115% | | | | | 200% | | | | | | 19.50% | | | | | 130% | | | | | $12,157 | | | | | 115% | | | | | 200% | | | ||||||||||
Target | | | | 15.00% | | | | | 100% | | | | | $10,802 | | | | | 100% | | | | | 100% | | | | | | 15.00% | | | | | 100% | | | | | $10,571 | | | | | 100% | | | | | 100% | | | ||||||||||
Threshold | | | | 10.50% | | | | | 70% | | | | | $9,182 | | | | | 85% | | | | | 10% | | | | | | 10.50% | | | | | 70% | | | | | $8,985 | | | | | 85% | | | | | 10% | | | ||||||||||
<Threshold(2) | | | | 10.50% | | | | | <70% | | | | | <$9,182 | | | | | <85% | | | | | 0% | | | ||||||||||||||||||||||||||||||||||||
<Threshold(2) | | | | 10.50% | | | | | <70% | | | | | <$8,985 | | | | | <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% | | | | | | 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% | | | ||||||||||||||||||||||||||||||||||||
<Threshold(2) | | | | 10.50% | | | | | <70% | | | | | <$10,440 | | | | | <85% | | | | | 0% | | |
| EXECUTIVE COMPENSATION | | | CUMMINS2023 PROXY | | | 39 | |
| 40 | | | CUMMINS2023 PROXY | | | EXECUTIVE COMPENSATION | |
| Jennifer Rumsey President and Chief Executive Officer | | | (1) 2022 pay for Ms. Rumsey reflects her pay as of August 2022 when she was promoted to President and Chief Executive Officer. (2) 2021 pay for Ms. Rumsey reflects her pay as of March 2021 when she was promoted to President and Chief Operating Officer. (3) 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 | | | $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 | |
| | | CUMMINS | | | |
| N. Thomas Linebarger | | | (1) The salary shown (2) The target incentive values differ from those shown in the Summary Compensation (3) The salary shown for (4) The target incentive values for 2022 reflect the | |
Pay Component | | | Target | | | Performance Factor | | | Realized | | | Comments | |
Salary for 2021 | | | $1,575,000 | | | Not Applicable | | | $1,575,000 | | | — | |
Annual Bonus for 2021 | | | $2,520,000 | | | 130% | | | $3,276,000 | | | $2,520,000 x 130% | |
Performance Cash for 2019-2021 cycle | | | $3,277,000 | | | 90% | | | $2,949,300 | | | $3,277,000 x 90% | |
Performance Shares for 2019-2021 cycle | | | 21,670 | | | 90% | | | 19,503 Performance shares earned for 2019-2021 cycle, valued at $4,254,384 | | | Value reflected $218.14 stock price on December 31, 2021; 21,670 shares × 90% × $218.14 stock price | |
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 | |
| | | CUMMINS | | | |
| Mark Smith Vice President – Chief Financial Officer | | | (1) The salary shown for each year is based on the annualized salary that was intended to be paid starting on July 1 of each given year, which is Cummins’ normal effective focal increase date. (2) The target incentive values differ from those shown in the Summary Compensation | |
Pay Component | | | Target | | | Performance Factor | | | Realized | | | Comments | |
Salary for 2021 | | | $710,000 | | | Not Applicable | | | $710,000 | | | — | |
Annual Bonus for 2021 | | | $674,500 | | | 130% | | | $876,850 | | | $674,500 x 130% | |
Performance Cash for 2019-2021 cycle | | | $717,000 | | | 90% | | | $645,300 | | | $717,000 x 90% | |
Performance Shares for 2019-2021 cycle | | | 4,740 | | | 90% | | | 4,226 Performance shares earned for 2019-2021 cycle, valued at $930,585 | | | Value reflected $218.14 stock price on December 31, 2021; 4,740 shares x 90% x $218.14 stock price | |
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 | |
| | | CUMMINS | | | |
| Tony Satterthwaite Senior Vice | | | (1) The salary shown for each year is based on the annualized salary that was intended to be paid starting on July 1 of each given year, which is Cummins’ normal effective focal increase date. (2) The target incentive values differ from those shown in the Summary Compensation table because the table shows earned not target annual incentive awards. The target annual LTI for 2021 includes | |
Pay Component | | | Target | | | Performance Factor | | | Realized | | | Comments | |
Salary for 2021 | | | $740,000 | | | Not Applicable | | | $740,000 | | | — | |
Annual Bonus for 2021 | | | $703,000 | | | 130% | | | $913,900 | | | $703,000 x 130% | |
Performance Cash for 2019-2021 cycle | | | $819,000 | | | 90% | | | $737,100 | | | $819,000 x 90% | |
Performance Shares for 2019-2021 cycle | | | 5,420 | | | 90% | | | 4,878 Performance shares earned for 2019-2021 cycle, valued at $1,064,087 | | | Value reflected $218.14 stock price on December 31, 2021; 5,420 shares × 90% × $218.14 stock price | |
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 | |
| | | CUMMINS | | | |
| Vice President and Distribution | | | (1) The salary shown for each year is based on the annualized salary that was intended to be paid starting on July 1 of each given year, which is Cummins’ normal effective focal increase date. (2) The target incentive values differ from those shown in the Summary Compensation (3) The | |
Pay Component | | | Target | | | Performance Factor | | | Realized | | | Comments | |
Salary for 2021 | | | $740,000 | | | Not Applicable | | | $740,000 | | | Reflects Ms. Rumsey’s base salary as of March when she was promoted to President and COO. | |
Annual Bonus for 2021 | | | $703,000 | | | 130% | | | $913,900 | | | Reflects Ms. Rumsey’s annual bonus as of March when she was promoted to President and COO. $703,000 × 130% | |
Performance Cash for 2019-2021 cycle | | | $451,000 | | | 90% | | | $405,900 | | | $451,000 x 90% | |
Performance Shares for 2019-2021 cycle | | | 2,980 | | | 90% | | | 2,682 Performance shares earned for 2019-2021 cycle, valued at $585,051 | | | Value reflected $218.14 stock price on December 31, 2021; 2,980 shares × 90% × $218.14 stock price | |
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 | |
| | | CUMMINS | | | |
| Vice President | | | (1) The salary shown (2) The target incentive values differ from those shown in the Summary Compensation (3) The (4) 2021 pay for Ms. Barner reflects her pay as of | |
Pay Component | | | Target | | | Performance Factor | | | Realized | | | Comments | |
Salary for 2021 | | | $647,000 | | | Not Applicable | | | $647,000 | | | — | |
Annual Bonus for 2021 | | | $582,300 | | | 130% | | | $756,990 | | | $582,300 x 130% | |
Performance Cash for 2019-2021 cycle | | | $451,000 | | | 90% | | | $405,900 | | | $451,000 × 90% | |
Performance Shares for 2019-2021 cycle | | | 2,980 | | | 90% | | | 2,682 Performance shares earned for 2019-2021 cycle, valued at $585,051 | | | Value reflected $218.14 stock price on December 31, 2021; 2,980 shares x 90% x $218.14 stock price | |
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 | |
| | | CUMMINS | | | |
| Pay Mix | | | Performance- Based Measurement | | | Time Horizon | | |
| 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. | |
| Clawback Policy | | | | | Exclusion of Unusual Items | | |
| Amounts paid to any officer under our annual bonus or long-term incentive compensation plans are subject to recovery in accordance with our Recoupment policy, as described below. | |||||||
| | 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. | |
| | | CUMMINS | | | |
| | | CUMMINS | | | |
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 | |
| | | CUMMINS | | | |
| | | CUMMINS | | | |
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 | | | 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 | | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
N. T. Linebarger, Chairman and Chief Executive Officer | | | | | 2021 | | | | | td,575,000 | | | | | $0 | | | | | $6,879,016 | | | | | $0 | | | | | $6,225,300 | | | | | $465,336 | | | | | $501,267 | | | | | td5,645,919 | | | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| | | 2020 | | | | | td,214,063 | | | | | $0 | | | | | td,567,468 | | | | | td,431,255 | | | | | $5,253,600 | | | | | $5,456,681 | | | | | $368,514 | | | | | td7,291,581 | | | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| | | 2019 | | | | | td,542,500 | | | | | $0 | | | | | $3,226,013 | | | | | $3,074,163 | | | | | $7,793,200 | | | | | $9,405,602 | | | | | $75,273 | | | | | td5,116,751 | | | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
J. W. Rumsey, President and Chief Executive Officer(8) | | | | | 2022 | | | | | td,062,833 | | | | | $0 | | | | | $4,478,567 | | | | | $0 | | | | | td,532,908 | | | | | $0 | | | | | $59,103 | | | | | $7,133,411 | | | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| | | 2021 | | | | | $716,667 | | | | | $0 | | | | | td,757,020 | | | | | $0 | | | | | td,277,983 | | | | | $427,832 | | | | | td5,829 | | | | | $4,205,331 | | | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
N. T. Linebarger, Executive Chairman(8) | | | | | 2022 | | | | | td,397,917 | | | | | $0 | | | | | $5,024,835 | | | | | $0 | | | | | $4,850,425 | | | | | td4,768 | | | | | td23,106 | | | | | td1,521,051 | | | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| | | 2021 | | | | | td,575,000 | | | | | $0 | | | | | $6,879,016 | | | | | $0 | | | | | $6,225,300 | | | | | $465,336 | | | | | $501,267 | | | | | td5,645,919 | | | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| | | 2020 | | | | | td,214,063 | | | | | $0 | | | | | td,567,468 | | | | | td,431,255 | | | | | $5,253,600 | | | | | $5,456,681 | | | | | $368,514 | | | | | td7,291,581 | | | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
M. A. Smith, Vice President and Chief Financial Officer | | | | | 2021 | | | | | $710,000 | | | | | $0 | | | | | td,529,756 | | | | | $0 | | | | | td,522,150 | | | | | td,237,182 | | | | | td8,258 | | | | | $5,027,346 | | | | | | | 2022 | | | | | $735,000 | | | | | $0 | | | | | td,255,754 | | | | | $0 | | | | | td,251,600 | | | | | $0 | | | | | td9,814 | | | | | $3,272,168 | | | ||||||||||||||||
| | | 2020 | | | | | $628,646 | | | | | $0 | | | | | $570,269 | | | | | $540,138 | | | | | $816,550 | | | | | td,417,088 | | | | | td7,407 | | | | | $4,000,098 | | | | | | 2021 | | | | | $710,000 | | | | | $0 | | | | | td,529,756 | | | | | $0 | | | | | td,522,150 | | | | | td,237,182 | | | | | td8,258 | | | | | $5,027,346 | | | |||||||||||||||||||
| | | 2019 | | | | | $658,333 | | | | | $0 | | | | | $705,644 | | | | | $672,346 | | | | | $801,250 | | | | | td,472,494 | | | | | $60,662 | | | | | $4,370,729 | | | | | | 2020 | | | | | $628,646 | | | | | $0 | | | | | $570,269 | | | | | $540,138 | | | | | $816,550 | | | | | td,417,088 | | | | | td7,407 | | | | | $4,000,098 | | | |||||||||||||||||||
L.L. Satterthwaite, Vice Chairman | | | | | 2021 | | | | | $740,000 | | | | | $0 | | | | | $5,234,931 | | | | | $0 | | | | | td,651,000 | | | | | td42,905 | | | | | $50,511 | | | | | $7,919,347 | | | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| | | 2020 | | | | | $655,208 | | | | | $0 | | | | | $655,684 | | | | | $621,248 | | | | | td,106,500 | | | | | td,497,738 | | | | | $71,018 | | | | | $4,607,396 | | | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| | | 2019 | | | | | $634,500 | | | | | $0 | | | | | $817,878 | | | | | $745,511 | | | | | td,516,330 | | | | | td,023,467 | | | | | $30,324 | | | | | $5,768,010 | | | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
J. W. Rumsey, President and Chief Operating Officer | | | | 2021 | | | | | $716,667 | | | | | $0 | | | | | $1,757,020 | | | | | $0 | | | | | $1,277,983 | | | | | $427,832 | | | | | $25,829 | | | | | $4,205,331 | | | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
S. Padmanabhan Vice President and President – Engine Business | | | | | 2021 | | | | | $647,000 | | | | | $0 | | | | | td,305,311 | | | | | $0 | | | | | td,162,890 | | | | | $929,138 | | | | | $43,707 | | | | | $5,088,046 | | | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| | | 2020 | | | | | $540,104 | | | | | $0 | | | | | $428,330 | | | | | $405,294 | | | | | $925,500 | | | | | td,097,325 | | | | | td7,072 | | | | | $4,423,625 | | | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
L. L. Satterthwaite, Senior Vice President | | | | | 2022 | | | | | $740,000 | | | | | $0 | | | | | td,284,831 | | | | | $0 | | | | | td,339,900 | | | | | $0 | | | | | $41,665 | | | | | $3,406,396 | | | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| | | 2021 | | | | | $740,000 | | | | | $0 | | | | | $5,234,931 | | | | | $0 | | | | | td,651,000 | | | | | td42,905 | | | | | $50,511 | | | | | $7,919,347 | | | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| | | 2020 | | | | | $655,208 | | | | | $0 | | | | | $655,684 | | | | | $621,248 | | | | | td,106,500 | | | | | td,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 | | |
| | N. T. Linebarger | | M. A. Smith | | L. L. Satterthwaite | | J. W. Rumsey | | S. Padmanabhan | | | J. W. Rumsey | | N. T. Linebarger | | M. A. Smith | | L. L. Satterthwaite | | T. A. Embree | | S. R. Barner | | ||||||||||||||||||||||||||||||||||||||||||||
Annual Bonus Plan | | | | 3,276,000 | | | | | 876,850 | | | | | 913,900 | | | | | 872,083 | | | | | 756,990 | | | | | | 1,072,108 | | | | | 1,532,125 | | | | | 514,500 | | | | | 492,100 | | | | | 422,100 | | | | | 486,500 | | | |||||||||||
Performance Cash | | | | 2,949,300 | | | | | 645,300 | | | | | 737,100 | | | | | 405,900 | | | | | 405,900 | | | | | | 460,800 | | | | | 3,318,300 | | | | | 737,100 | | | | | 847,800 | | | | | 460,800 | | | | | 552,600 | | | |||||||||||
TOTAL | | | | | 6,225,300 | | | | | 1,522,150 | | | | | 1,651,000 | | | | | 1,277,983 | | | | | 1,162,890 | | | | | | 1,532,908 | | | | | 4,850,425 | | | | | 1,251,600 | | | | | 1,339,900 | | | | | 882,900 | | | | | 1,039,100 | | | ||||||||||
|
| | | CUMMINS | | | |
| | N. T. Linebarger | | M. A. Smith | | L. L. Satterthwaite | | J. W.Rumsey | | S. Padmanabhan | | | J. W. Rumsey | | N. T. Linebarger | | M. A. Smith | | L. L. Satterthwaite | | T. A. Embree | | S. R Barner | | ||||||||||||||||||||||||||||||||||||||||||||
Cummins Inc. Pension Plan A (Qualified) | | | | $22,519 | | | | | $14,772 | | | | | $19,725 | | | | | $6,191 | | | | | $19,610 | | | | | | $(40,370) | | | | | $(8,685) | | | | | $(6,152) | | | | | $(15,673) | | | | | $(47,903) | | | | | $24,000 | | | |||||||||||
Cummins Excess Benefit Plan (Non-qualified) | | | | $247,737 | | | | | $55,431 | | | | | $74,889 | | | | | $44,264 | | | | | $46,001 | | | | | | $42,227 | | | | | $395,533 | | | | | $58,810 | | | | | $135,543 | | | | | $(2,243) | | | | | $68,000 | | | |||||||||||
Supplemental Life Insurance and Deferred Income Program (Non-qualified) | | | | $98,385 | | | | | $1,166,979 | | | | | $72,626 | | | | | $377,377 | | | | | $860,999 | | | | | | $(1,201,735) | | | | | $(8,442,442) | | | | | $(707,546) | | | | | $(1,968,893) | | | | | $(1,951,841) | | | | | $(1,530,236) | | | |||||||||||
Sub-total | | | | $368,641 | | | | | $1,237,182 | | | | | $167,240 | | | | | $427,832 | | | | | $926,610 | | | | | | $(1,199,878)* | | | | | $(8,055,594)* | | | | | $(654,888)* | | | | | $(1,849,023)* | | | | | $(2,001,987)* | | | | | $(1,438,236)* | | | |||||||||||
Above-market earnings on non-qualified deferred compensation: | | | | $96,695 | | | | | $0 | | | | | $75,665 | | | | | $0 | | | | | $2,528 | | | | | | $0 | | | | | $24,768 | | | | | $0 | | | | | $0 | | | | | $0 | | | | | $0 | | | |||||||||||
TOTAL | | | | $465,336 | | | | | $1,237,182 | | | | | $242,905 | | | | | $427,832 | | | | | $929,138 | | | | | | $0 | | | | | $24,768 | | | | | $0 | | | | | $0 | | | | | $0 | | | | | $0 | | |
| | N. T. Linebarger | | M. A. Smith | | L. L. Satterthwaite | | J. W. Rumsey | | S. Padmanabhan | | | J. W. Rumsey | | N. T. Linebarger | | M. A. Smith | | L. L. Satterthwaite | | T. A. Embree | | S. R. Barner | | ||||||||||||||||||||||||||||||||||||||||||||
Financial Counseling | | | | $12,960 | | | | | $12,960 | | | | | $11,578 | | | | | $12,960 | | | | | $12,960 | | | | | | $13,085 | | | | | $13,085 | | | | | $13,085 | | | | | $12,480 | | | | | $13,085 | | | | | $13,085 | | | |||||||||||
Personal use of company Aircraft | | | | $464,893 | | | | | $0 | | | | | $22,643 | | | | | $0 | | | | | $15,567 | | | ||||||||||||||||||||||||||||||||||||||||||
Personal use of Company Aircraft | | | | $31,548 | | | | | $183,474 | | | | | $0 | | | | | $12,038 | | | | | $0 | | | | | $0 | | | |||||||||||||||||||||||||||||||||||||
Life Insurance Costs | | | | $12,764 | | | | | $4,648 | | | | | $5,640 | | | | | $2,219 | | | | | $4,530 | | | | | | $3,295 | | | | | $15,372 | | | | | $5,554 | | | | | $5,972 | | | | | $2,592 | | | | | $8,726 | | | |||||||||||
Company Contributions under the Retirement and Savings Plan | | | | $10,650 | | | | | $10,650 | | | | | $10,650 | | | | | $10,650 | | | | | $10,650 | | | | | | $11,175 | | | | | $11,175 | | | | | $11,175 | | | | | $11,175 | | | | | $11,175 | | | | | $11,175 | | | |||||||||||
TOTAL | | | | $501,267 | | | | | $28,258 | | | | | $50,511 | | | | | $25,829 | | | | | $43,707 | | | | | | $59,103 | | | | | $223,106 | | | | | $29,814 | | | | | $41,665 | | | | | $26,852 | | | | | $32,986 | | |
| | | CUMMINS | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | All Other Stock Awards: Number of Shares or Units (#) | | All Other Option Awards: Number of Securities Underlying Options (#) | | | (5) | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | All Other Stock Awards: Number of Shares or Units (#) | | All Other Option Awards: Number of Securities Underlying Options (#) | | | (7) | | ||||||||||||||||||||||||||||||||||||
| | | | | | | | Date of Committee Action | | | Estimated Future Payouts Under Non-Equity Incentive Plan Awards | | Estimated Future Payouts Under Equity Incentive Plan Awards | | | Exercise or Base Price of Option Awards ($) | | 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 | | | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
N. T. Linebarger | | | | | N/A | | | | | N/A(1) | | | | | td52,000 | | | | | td,520,000 | | | | | $5,040,000 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | N/A | | | | | N/A(1) | | | | | td18,875 | | | | | td,188,750 | | | | | $4,377,500 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | ||||||||||||||||||||||
| | | N/A | | | | | N/A(2) | | | | | td70,000 | | | | | td,700,000 | | | | | $5,400,000 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | N/A | | | | | N/A(2) | | | | | $52,500 | | | | | $525,000 | | | | | td,050,000 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |||||||||||||||||||||||||
| | | 4/5/21 | | | | | 2/10/21(3) | | | | | | | | | | | | | | | | | | | | 2,815 | | | | | 28,150 | | | | | 56,300 | | | | | | | | | | | | | | $6,879,016 | | | | | | 4/4/22 | | | | | 2/3/22(4) | | | | | | | | | | | | | | | | | | | | 2,765 | | | | | 27,650 | | | | | 55,300 | | | | | | | | | | | | | | $5,024,835 | | | |||||||||||||||||||||||||
M. A. Smith | | | | | N/A | | | | | N/A(1) | | | | | $67,450 | | | | | $674,500 | | | | | td,349,000 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | N/A | | | | | N/A(1) | | | | | $73,500 | | | | | $735,000 | | | | | td,470,000 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | ||||||||||||||||||||||
| | | N/A | | | | | N/A(2) | | | | | $60,000 | | | | | $600,000 | | | | | td,200,000 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | N/A | | | | | N/A(2) | | | | | $67,500 | | | | | $675,000 | | | | | td,350,000 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |||||||||||||||||||||||||
| | | 4/5/21 | | | | | 2/10/21(3) | | | | | | | | | | | | | | | | | | | | 626 | | | | | 6,260 | | | | | 12,520 | | | | | | | | | | | | | | td,529,756 | | | | | | 4/4/22 | | | | | 2/3/22(4) | | | | | | | | | | | | | | | | | | | | 691 | | | | | 6,910 | | | | | 13,820 | | | | | | | | | | | | | | td,255,754 | | | |||||||||||||||||||||||||
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 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |||||||||||||||||||||||||
| | | 4/5/21 | | | | | 2/10/21(3) | | | | | | | | | | | | | | | | | | | | 719 | | | | | 7,190 | | | | | 14,380 | | | | | | | | | | | | | | td,757,020 | | | | | | 4/4/22 | | | | | 2/3/22(4) | | | | | | | | | | | | | | | | | | | | 707 | | | | | 7,070 | | | | | 14,140 | | | | | | | | | | | | | | td,284,831 | | | |||||||||||||||||||||||||
| | | 3/1/21 | | | | | 2/10/21(4) | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 13,225 | | | | | | | | | $3,477,911 | | | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
J. W. Rumsey | | | | | N/A | | | | | N/A(1) | | | | | $67,083 | | | | | $670,833 | | | | | td,341,666 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| | | N/A | | | | | N/A(2) | | | | | $69,000 | | | | | $690,000 | | | | | td,380,000 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| | | 4/5/21 | | | | | 2/10/21(3) | | | | | | | | | | | | | | | | | | | | 719 | | | | | 7,190 | | | | | 14,380 | | | | | | | | | | | | | | td,757,020 | | | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
S. Padmanabhan | | | | | N/A | | | | | N/A(1) | | | | | $58,230 | | | | | $582,300 | | | | | td,164,600 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| | | N/A | | | | | N/A(2) | | | | | $45,000 | | | | | $450,000 | | | | | $900,000 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| | | 4/5/21 | | | | | 2/10/21(3) | | | | | | | | | | | | | | | | | | | | 469 | | | | | 4,690 | | | | | 9,380 | | | | | | | | | | | | | | td,146,095 | | | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| | | 3/1/21 | | | | | 2/10/21(4) | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 4,408 | | | | | | | | | td,159,216 | | | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
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 | | | | | | | | | | | | | | $837,775 | | |
| EXECUTIVE COMPENSATION | | | CUMMINS2023 PROXY | | | 53 | |
| | | CUMMINS | | | EXECUTIVE COMPENSATION | |
Name | | Number of Securities Underlying Unexercised Options (#) Exercisable | | Number of Securities Underlying Unexercised Options (#) Unexercisable | | Option Exercise Price ($) | | 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) | | ||||||||||||||||
N.T. Linebarger | | | | | 95,920(1) | | td42.12 | | 4/6/2030 | | | | | | 97,180 | | td1,198,845 | | ||||||||||||||||||||||||||||||||
| | | 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 | | | | | | | | | | ||||||||||||||||||||||||||||||||||
| 60,100(10) | | | | td11.84 | | 4/2/2023 | | | | | | | | | | ||||||||||||||||||||||||||||||||||
| 37,510(11) | | | | td20.28 | | 4/2/2022 | | | | | | | | | | ||||||||||||||||||||||||||||||||||
M. A. Smith | | | | | 21,310(1) | | td42.12 | | 4/6/2030 | | | | | | 21,600 | | $4,711,824 | | ||||||||||||||||||||||||||||||||
| | | 21,580(2) | | td63.43 | | 4/4/2029 | | | | | | | | | | ||||||||||||||||||||||||||||||||||
| | | | 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 | | | | | | | | | | ||||||||||||||||||||||||||||||||||
J. W. Rumsey | | 350(14) | | | | td54.35 | | 7/1/2024 | | | | | | | | | | |||||||||||||||||||||||||||||||||
| 1,070(9) | | | | td49.34 | | 4/2/2024 | | | | | | | | | | ||||||||||||||||||||||||||||||||||
| 1,430(10) | | | | td11.84 | | 4/2/2023 | | | | | | | | | | ||||||||||||||||||||||||||||||||||
| | | | 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 | | | | | | | | | | ||||||||||||||||||||||||||||||||||
| | 6,080(5) | | | | td60.10 | | 4/3/2028 | | | | | | | | | | | | | | 21,310(1) | | td42.12 | | 4/6/2030 | | — | | $— | | 13,170 | | $3,190,959 | | |||||||||||||||
M. A. Smith | | 4,380(6) | | | | td49.72 | | 4/3/2027 | | | | | | | | | | | 21,580(2) | | | | td63.43 | | 4/4/2029 | | | | | | | | | | ||||||||||||||||
| 970(12) | | | | td14.13 | | 6/1/2026 | | | | | | | | | | | 6,080(5) | | | | td60.10 | | 4/3/2028 | | | | | | | | | | |||||||||||||||||
| 4,360(7) | | | | td09.09 | | 4/4/2026 | | | | | | | | | | | 4,380(6) | | | | td49.72 | | 4/3/2027 | | | | | | | | | | |||||||||||||||||
| 1,790(8) | | | | td36.82 | | 4/2/2025 | | | | | | | | | | | 970(11) | | | | td14.13 | | 6/1/2026 | | | | | | | | | | |||||||||||||||||
| 1,070(9) | | | | td49.34 | | 4/2/2024 | | | | | | | | | | | 4,360(7) | | | | td09.09 | | 4/4/2026 | | | | | | | | | | |||||||||||||||||
| 770(10) | | | | td11.84 | | 4/2/2023 | | | | | | | | | | | 1,790(8) | | | | td36.82 | | 4/2/2025 | | | | | | | | | | |||||||||||||||||
| 590(11) | | | | td20.28 | | 4/2/2022 | | | | | | | | | | | 1,070(9) | | | | td49.34 | | 4/2/2024 | | | | | | | | | | |||||||||||||||||
| | | 24,510(1) | | td42.12 | | 4/6/2030 | | | | | | 38,045 | | $8,299,136 | | | | | | 24,510(1) | | td42.12 | | 4/6/2030 | | — | | $— | | 23,077 | | $5,591,326 | | ||||||||||||||||
| | | 9,250(13) | | td66.18 | | 10/16/2029 | | | | | | | | | | | 9,250(12) | | | | td66.18 | | 10/16/2029 | | | | | | | | | | |||||||||||||||||
| | | | 15,420(2) | | td63.43 | | 4/4/2029 | | | | | | | | | | | 15,420(2) | | | | td63.43 | | 4/4/2029 | | | | | | | | | | ||||||||||||||||
L. L. Satterthwaite | | 10,860(5) | | | | td60.10 | | 4/3/2028 | | | | | | | | | | | 10,860(5) | | | | td60.10 | | 4/3/2028 | | | | | | | | | | ||||||||||||||||
| 15,630(6) | | | | td49.72 | | 4/3/2027 | | | | | | | | | | | 15,630(6) | | | | td49.72 | | 4/3/2027 | | | | | | | | | | |||||||||||||||||
| 24,250(7) | | | | td09.09 | | 4/4/2026 | | | | | | | | | | | 24,250(7) | | | | td09.09 | | 4/4/2026 | | | | | | | | | | |||||||||||||||||
| 11,170(8) | | | | td36.82 | | 4/2/2025 | | | | | | | | | | | 11,170(8) | | | | td36.82 | | 4/2/2025 | | | | | | | | | | |||||||||||||||||
| 8,910(9) | | | | td49.34 | | 4/2/2024 | | | | | | | | | | ||||||||||||||||||||||||||||||||||
| 11,920(10) | | | | td11.84 | | 4/2/2023 | | | | | | | | | |
| EXECUTIVE COMPENSATION | | | CUMMINS | | | |
Name | | Number of Securities Underlying Unexercised Options (#) Exercisable | | Number of Securities Underlying Unexercised Options (#) Unexercisable | | Option Exercise Price ($) | | 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 | | | | | | 20,060 | | $4,375,888 | | ||||||||||||||||||||||||||||||||
| | | 1,235(13) | | 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(14) | | | | td28.05 | | 8/15/2025 | | | | | | | | | | ||||||||||||||||||||||||||||||||||
| 2,680(8) | | | | td36.82 | | 4/2/2025 | | | | | | | | | | ||||||||||||||||||||||||||||||||||
| 350(15) | | | | td54.35 | | 7/1/2024 | | | | | | | | | | ||||||||||||||||||||||||||||||||||
| 1,070(9) | | | | td49.34 | | 4/2/2024 | | | | | | | | | | ||||||||||||||||||||||||||||||||||
| 1,430(10) | | | | td11.84 | | 4/2/2023 | | | | | | | | | | ||||||||||||||||||||||||||||||||||
| 590(11) | | | | td20.28 | | 4/2/2022 | | | | | | | | | | ||||||||||||||||||||||||||||||||||
S. Padmanabhan | | | | | 15,990(1) | | td42.12 | | 4/6/2030 | | 4,408(17) | | $961,561(4) | | 16,200 | | $3,533,868 | | ||||||||||||||||||||||||||||||||
| | | 13,570(2) | | td63.43 | | 4/4/2029 | | | | | | | | | | ||||||||||||||||||||||||||||||||||
| 9,560(5) | | | | td60.10 | | 4/3/2028 | | | | | | | | | | ||||||||||||||||||||||||||||||||||
| 12,510(6) | | | | td49.72 | | 4/3/2027 | | | | | | | | | | ||||||||||||||||||||||||||||||||||
| 3,350(8) | | | | td36.82 | | 4/2/2025 | | | | | | | | | | ||||||||||||||||||||||||||||||||||
| 530(16) | | | | td54.20 | | 7/16/2024 | | | | | | | | | | ||||||||||||||||||||||||||||||||||
| 2,140(9) | | | | td49.34 | | 4/2/2024 | | | | | | | | | | ||||||||||||||||||||||||||||||||||
T. A. Embree | | | | | 13,320(1) | | td42.12 | | 4/6/2030 | | 2,202(15) | | $533,523 | | 8,520 | | td,064,311 | | ||||||||||||||||||||||||||||||||
| | | | | | | | | 1,979(16) | | $479,492 | | | | | | ||||||||||||||||||||||||||||||||||
S. R. Barner | | | | | 15,990(1) | | td42.12 | | 4/6/2030 | | | | | | 9,300 | | td,253,297 | | ||||||||||||||||||||||||||||||||
| 12,978(2) | | | | td63.43 | | 4/4/2029 | | | | | | | | | | ||||||||||||||||||||||||||||||||||
| 9,560(5) | | | | td60.10 | | 4/3/2028 | | | | | | | | | | ||||||||||||||||||||||||||||||||||
| 5,929(6) | | | | td49.72 | | 4/3/2027 | | | | | | | | | | ||||||||||||||||||||||||||||||||||
| 5,540(7) | | | | td09.09 | | 4/4/2026 | | | | | | | | | |
| 56 | | | CUMMINS2023 PROXY | | | EXECUTIVE COMPENSATION | |
Name | | Grant Year | | Number of Units of Performance Shares | | | Grant Year | | Number of Units of Performance Shares | | ||||||||||||||||
J. W. Rumsey | | | | | 2022 | | | | | 23,040 | | | ||||||||||||||
| | | 2021 | | | | | 7,190 | | | ||||||||||||||||
N. T. Linebarger | | | | | 2021 | | | | | 56,300 | | | | | | | 2022 | | | | | 27,650 | | | ||
| | | 2020 | | | | | 40,880 | | | | | | 2021 | | | | | 28,150 | | | |||||
M. A. Smith | | | | | 2021 | | | | | 12,520 | | | | | | | 2022 | | | | | 6,910 | | | ||
| | | 2020 | | | | | 9,080 | | | | | | 2021 | | | | | 6,260 | | | |||||
L. L. Satterthwaite | | | | | 2021 | | | | | 14,380 | | | | | | | 2022 | | | | | 7,070 | | | ||
| | | 2020 | | | | | 10,440 | | | | | | 2021 | | | | | 7,190 | | | |||||
J. W. Rumsey | | | | | 2021 | | | | | 14,380 | | | ||||||||||||||
| | | 2020 | | | | | 5,680 | | | ||||||||||||||||
S. Padmanabhan | | | | | 2021 | | | | | 9,380 | | | ||||||||||||||
| | | 2020 | | | | | 6,820 | | | ||||||||||||||||
T. A. Embree | | | | | 2022 | | | | | 4,610 | | | ||||||||||||||
| | | 2021 | | | | | 3,910 | | | ||||||||||||||||
S. R. Barner | | | | | 2022 | | | | | 4,610 | | | ||||||||||||||
| | | 2021 | | | | | 4,690 | | |
Name | | (1) Number of Shares Acquired on Exercise (#) | | (2) Value Realized on Exercise ($) | | (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 | | | |||||||||||||||||||||||||||||
N. T. Linebarger | | | | 13,040 | | | | | $1,634,434 | | | | | 19,512 | | | | | $5,131,266 | | | | | | 97,610 | | | | | $11,424,735 | | | | | 19,503 | | | | | $3,823,953 | | | ||||||||
M. A. Smith | | | | 528 | | | | | $66,111 | | | | | 1,920 | | | | | $504,922 | | | | | | 1,360 | | | | | $146,211 | | | | | 4,266 | | | | | $836,435 | | | ||||||||
L. L. Satterthwaite | | | | 17,340 | | | | | $2,004,863 | | | | | 3,432 | | | | | $902,547 | | | | | | 20,830 | | | | | $2,454,232 | | | | | 4,878 | | | | | $956,429 | | | ||||||||
J. W. Rumsey | | | | 528 | | | | | $66,111 | | | | | 2,196 | | | | | $577,504 | | | |||||||||||||||||||||||||||||
S. Padmanabhan | | | | 14,770 | | | | | $1,833,299 | | | | | 3,024 | | | | | $795,252 | | | |||||||||||||||||||||||||||||
T. A. Embree | | | | 69,650 | | | | | $6,967,425 | | | | | 3,051 | | | | | $598,210 | | | |||||||||||||||||||||||||||||
S. R. Barner | | | | 22,893 | | | | | $2,099,981 | | | | | 3,051 | | | | | $598,210 | | |
| EXECUTIVE COMPENSATION | | | CUMMINS2023 PROXY | | | 57 | |
Name | | Plan Name | | Number of Years Credited Service (#) | | Present Value of Accumulated Benefit ($) | | 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 | | | |||||||||||||||||||||||||||
N. T. Linebarger | | | Cummins Pension Plan (Qualified) | | | | 28 | | | | | $722,260 | | | | | $0 | | | | | Cummins Pension Plan (Qualified) | | | | 29 | | | | | $713,575 | | | | | $0 | | | ||||||
| Excess Benefit Retirement Plan (Non-qualified) | | | | 28 | | | | | $3,016,892 | | | | | $0 | | | | Excess Benefit Retirement Plan (Non-qualified) | | | | 29 | | | | | $3,412,425 | | | | | $0 | | | |||||||||
| Supplemental Life Insurance and Deferred Income Plan (Non-qualified) | | | | 28 | | | | | $42,372,455 | | | | | $0 | | | | Supplemental Life Insurance and Deferred Income Plan (Non-qualified) | | | | 29 | | | | | $33,930,013 | | | | | $0 | | | |||||||||
M. A. Smith | | | Cummins Pension Plan (Qualified) | | | | 26 | | | | | $372,407 | | | | | $0 | | | | | Cummins Pension Plan (Qualified) | | | | 27 | | | | | $366,255 | | | | | $0 | | | ||||||
| Excess Benefit Retirement Plan (Non-qualified) | | | | 26 | | | | | td81,421 | | | | | $0 | | | | Excess Benefit Retirement Plan (Non-qualified) | | | | 27 | | | | | $340,231 | | | | | $0 | | | |||||||||
| Supplemental Life Insurance and Deferred Income Plan (Non-qualified) | | | | 26 | | | | | $5,749,063 | | | | | $0 | | | | Supplemental Life Insurance and Deferred Income Plan (Non-qualified) | | | | 27 | | | | | $5,041,517 | | | | | $0 | | | |||||||||
L. L. Satterthwaite | | | Cummins Pension Plan (Qualified) | | | | 33 | | | | | $784,673 | | | | | $0 | | | | | Cummins Pension Plan (Qualified) | | | | 34 | | | | | $769,000 | | | | | $0 | | | ||||||
| Excess Benefit Retirement Plan (Non-qualified) | | | | 33 | | | | | $792,457 | | | | | $0 | | | | Excess Benefit Retirement Plan (Non-qualified) | | | | 34 | | | | | $928,000 | | | | | $0 | | | |||||||||
| Supplemental Life Insurance and Deferred Income Plan (Non-qualified) | | | | 33 | | | | | td0,201,074 | | | | | $0 | | | | Supplemental Life Insurance and Deferred Income Plan (Non-qualified) | | | | 34 | | | | | $8,232,181 | | | | | $0 | | | |||||||||
J. W. Rumsey | | | Cummins Pension Plan (Qualified) | | | | 21 | | | | | $375,553 | | | | | $0 | | | |||||||||||||||||||||||||
| Excess Benefit Retirement Plan (Non-qualified) | | | | 21 | | | | | $304,927 | | | | | $0 | | | |||||||||||||||||||||||||||
| Supplemental Life Insurance and Deferred Income Plan (Non-qualified) | | | | 21 | | | | | $4,755,233 | | | | | $0 | | | |||||||||||||||||||||||||||
S. Padmanabhan | | | Cummins Pension Plan (Qualified) | | | | 30 | | | | | $589,958 | | | | | $0 | | | |||||||||||||||||||||||||
| Excess Benefit Retirement Plan (Non-qualified) | | | | 30 | | | | | $365,444 | | | | | $0 | | | |||||||||||||||||||||||||||
| Supplemental Life Insurance and Deferred Income Plan (Non-qualified) | | | | 30 | | | | | $8,498,081 | | | | | $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 | | | | | $0 | | |
| 58 | | | CUMMINS2023 PROXY | | | EXECUTIVE COMPENSATION | |
| EXECUTIVE COMPENSATION | | | CUMMINS | | | |
Account Crediting Option | | | | ||||
Advisor Managed Portfolio – Conservative Allocation | | | | | | | |
Advisor Managed Portfolio – Moderate Allocation | | | | | | | |
Advisor Managed Portfolio – Moderate Growth Allocation | | | | | | | |
Advisor Managed Portfolio – Growth Allocation | | | | | | | |
Advisor Managed Portfolio – Aggressive Allocation | | | | | | | |
Ten Year Treasury Note + 2% | | | | | | | |
Ten Year Treasury Note + 4% | | | | | | | |
Fidelity VIP Gov’t Money Market – Initial Class | | | | | | | |
Fidelity VIP Bond Index – Initial Class | | | | | | | |
Barclays Capital U.S. Government/Credit Bond Index | | | | | | | |
PIMCO VIT Total Return – Admin Class | | | | | | | |
DFA VA U.S. Large Value | | | | | | | |
Schwab S&P 500 Index | | | | | -18.12% | | |
Standard & Poor’s 500 Index | | | | | |||
| | ||||||
T. Rowe Price Blue Chip Growth | | | | | | | |
DFA VA U.S. Targeted Value | | | | | | | |
Thrivent Series Small Cap Index | | | | | | | |
Lord Abbett Series Developing Growth – Class VC | | | | | | | |
Fidelity VIP International Index – Initial Class | | | | | | | |
| | | | | |
Name | | Executive Contributions in Last Fiscal Year | | Registrant Contributions in Last Fiscal Year ($) | | (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 | | | ||||||||||||||||||||||||||||||||||||
N. T. Linebarger | | | | $0 | | | | | $0 | | | | | $231,777 | | | | | $0 | | | | | $6,158,113 | | | | | | $0 | | | | | $0 | | | | | $326,818 | | | | | $0 | | | | | $6,484,931 | | | ||||||||||
M. A. Smith | | | | $0 | | | | | $0 | | | | | $0 | | | | | $0 | | | | | $0 | | | | | | $0 | | | | | $0 | | | | | $0 | | | | | $0 | | | | | $0 | | | ||||||||||
L. L. Satterthwaite | | | | $0 | | | | | $0 | | | | | $87,285 | | | | | $0 | | | | | $596,994 | | | | | | $0 | | | | | $0 | | | | | $(112,154) | | | | | $0 | | | | | $484,839 | | | ||||||||||
J. W. Rumsey | | | | $0 | | | | | $0 | | | | | $0 | | | | | $0 | | | | | $0 | | | ||||||||||||||||||||||||||||||||||||
S. Padmanabhan | | | | $0 | | | | | $0 | | | | | $7,630 | | | | | $0 | | | | | $231,460 | | | ||||||||||||||||||||||||||||||||||||
T. A. Embree | | | | $0 | | | | | $0 | | | | | $1,668 | | | | | $0 | | | | | $36,443 | | | ||||||||||||||||||||||||||||||||||||
S. R. Barner | | | | $489,240 | | | | | $0 | | | | | $(683,523) | | | | | $0 | | | | | $3,994,330 | | |
| | | CUMMINS | | | EXECUTIVE COMPENSATION | |
| EXECUTIVE COMPENSATION | | | CUMMINS | | | |
Payments | | | | | | | N. T. Linebarger | | M. A. Smith | | L. L. Satterthwaite | | J. W. Rumsey | | S. Padmanabhan | | | | | | | | J. W. Rumsey | | N. T. Linebarger | | M. A. Smith | | L. L. Satterthwaite | | T. A. Embree | | S. R. Barner | | ||||||||||||||||||||||||||||||||||||||||||||||
Severance | | | | (1) | | | | | $12,285,000 | | | | | $2,769,000 | | | | | $2,886,000 | | | | | $2,886,000 | | | | | $2,458,600 | | | | | | (1) | | | | | $12,375,000 | | | | | $5,980,000 | | | | | $3,040,000 | | | | | $2,886,000 | | | | | $2,584,000 | | | | | $2,800,000 | | | |||||||||||||
Unvested Stock Option Spread | | | | (2) | | | | | $12,690,074 | | | | | $2,800,628 | | | | | $3,187,508 | | | | | $1,751,331 | | | | | $1,957,975 | | | | | | (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 | | | | | $2,884,902 | | | | | $0 | | | | | $961,561 | | | | | | (3) | | | | | $0 | | | | | $0 | | | | | $0 | | | | | $2,136,271 | | | | | $1,013,014 | | | | | $0 | | | |||||||||||||
Unvested Performance Cash | | | | (4) | | | | | $9,664,000 | | | | | $2,136,000 | | | | | $2,451,000 | | | | | $1,653,000 | | | | | $1,515,000 | | | | | | (4) | | | | | $3,452,000 | | | | | $6,912,000 | | | | | $2,094,000 | | | | | $2,322,000 | | | | | $1,337,000 | | | | | $1,514,000 | | | |||||||||||||
Unvested Performance Shares | | | | (5) | | | | | $15,326,516 | | | | | $3,389,896 | | | | | $3,889,436 | | | | | $2,838,001 | | | | | $2,416,991 | | | | | | (5) | | | | | $8,012,530 | | | | | $13,075,422 | | | | | $4,290,956 | | | | | $4,719,809 | | | | | $2,752,414 | | | | | $3,079,506 | | | |||||||||||||
Retirement Benefit Payment | | | | (6) | | | | | $4,932,909 | | | | | $2,892,481 | | | | | $1,084,257 | | | | | $1,440,980 | | | | | $1,107,864 | | | | | | (6) | | | | | $4,313,870 | | | | | $470,018 | | | | | $1,657,423 | | | | | $85,848 | | | | | $206,649 | | | | | $303,428 | | | |||||||||||||
Welfare Benefit Values | | | | (7) | | | | | $40,563 | | | | | $27,042 | | | | | $27,042 | | | | | $27,042 | | | | | $27,042 | | | | | | (7) | | | | | $39,138 | | | | | $26,092 | | | | | $26,092 | | | | | $26,092 | | | | | $26,092 | | | | | $26,092 | | | |||||||||||||
Financial Advisory and 401(k) Benefit | | | | (8) | | | | | $70,830 | | | | | $47,220 | | | | | $47,220 | | | | | $47,220 | | | | | $47,220 | | | | | | (8) | | | | | $72,780 | | | | | $48,520 | | | | | $48,520 | | | | | $48,520 | | | | | $48,520 | | | | | $48,520 | | | |||||||||||||
Reduction due to Best Net of Taxes Provision | | | | (9) | | | | | $(9,815,427) | | | | | $0 | | | | | $0 | | | | | $0 | | | | | $0 | | | | | | (9) | | | | | $0 | | | | | $0 | | | | | $0 | | | | | $(754,655) | | | | | $(953,436) | | | | | $(1,552,560) | | | |||||||||||||
Aggregate Payments | | | | | | | | | $45,194,465 | | | | | $14,062,267 | | | | | $16,457,365 | | | | | $10,643,574 | | | | | $10,492,253 | | | | | | | | | | | $29,599,582 | | | | | $36,120,358 | | | | | $13,291,614 | | | | | $7,133,162 | | | | | $8,348,517 | | | | | $7,820,704 | | |
| | | CUMMINS | | | EXECUTIVE COMPENSATION | |
| EXECUTIVE COMPENSATION | | | CUMMINS | | | |
| | | CUMMINS | | | EXECUTIVE COMPENSATION | |
N.T. Linebarger | | | Voluntary Termination | | | Involuntary Not-for-Cause Termination | | | Termination for Cause | | | Retirement | | | Death | | | Disability | | ||||||||||||||||||
Severance | | | | | $0 | | | | | | $1,575,000 | | | | | | $0 | | | | | | $0 | | | | | | $0 | | | | | | $0 | | |
Annual Bonus | | | | | $0 | | | | | | $3,276,000 | | | | | | $0 | | | | | | $3,276,000 | | | | | | $3,276,000 | | | | | | $3,276,000 | | |
Accelerated Vesting of Long-Term Grants: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Performance Cash 2020-2022 Award Cycle | | | | | $0 | | | | | | $0 | | | | | | $0 | | | | | | $2,458,000 | | | | | | $2,458,000 | | | | | | $2,458,000 | | |
Performance Cash 2021-2023 Award Cycle | | | | | $0 | | | | | | $0 | | | | | | $0 | | | | | | $900,000 | | | | | | $900,000 | | | | | | $900,000 | | |
Performance Shares 2020-2022 Award Cycle | | | | | $0 | | | | | | $0 | | | | | | $0 | | | | | | $2,972,521 | | | | | | $2,972,521 | | | | | | $2,972,521 | | |
Performance Shares 2021-2023 Award Cycle | | | | | $0 | | | | | | $0 | | | | | | $0 | | | | | | $2,046,880 | | | | | | $2,046,880 | | | | | | $2,046,880 | | |
Stock Options 2019-2021 Award Cycle | | | | | $0 | | | | | | $0 | | | | | | $0 | | | | | | $5,398,236 | | | | | | $5,398,236 | | | | | | $5,398,236 | | |
Stock Options 2020-2022 Award Cycle | | | | | $0 | | | | | | $0 | | | | | | $0 | | | | | | $7,291,838 | | | | | | $7,291,838 | | | | | | $7,291,838 | | |
Outplacement | | | | | $0 | | | | | | $5,310 | | | | | | $0 | | | | | | $0 | | | | | | $0 | | | | | | $0 | | |
Welfare Benefits | | | | | $0 | | | | | | $40,563 | | | | | | $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 | | | | | | $4,725,000 | | | | | | $0 | | |
Aggregate Payments | | | | | $0 | | | | | | $4,909,833 | | | | | | $0 | | | | | | $24,356,435 | | | | | | $29,081,435 | | | | | | $24,356,435 | | |
M.A. Smith | | | Voluntary Termination | | | Involuntary Not-for-Cause Termination | | | Termination for Cause | | | Retirement | | | Death | | | Disability | | ||||||||||||||||||
Severance | | | | | $0 | | | | | | $710,000 | | | | | | $0 | | | | | | $0 | | | | | | $0 | | | | | | $0 | | |
Annual Bonus | | | | | $0 | | | | | | $876,850 | | | | | | $0 | | | | | | $0 | | | | | | $876,850 | | | | | | $876,850 | | |
Accelerated Vesting of Long-Term Grants: | | | | | | | | | | | | | | | | | | | | | | | $0 | | | | | | | | | | | | | | |
Performance Cash 2020-2022 Award Cycle | | | | | $0 | | | | | | $0 | | | | | | $0 | | | | | | $0 | | | | | | $546,000 | | | | | | $546,000 | | |
Performance Cash 2021-2023 Award Cycle | | | | | $0 | | | | | | $0 | | | | | | $0 | | | | | | $0 | | | | | | $200,000 | | | | | | $200,000 | | |
Performance Shares 2020-2022 Award Cycle | | | | | $0 | | | | | | $0 | | | | | | $0 | | | | | | $0 | | | | | | $660,237 | | | | | | $660,237 | | |
Performance Shares 2021-2023 Award Cycle | | | | | $0 | | | | | | $0 | | | | | | $0 | | | | | | $0 | | | | | | $455,185 | | | | | | $455,185 | | |
Stock Options 2019-2021 Award Cycle | | | | | $0 | | | | | | $0 | | | | | | $0 | | | | | | $0 | | | | | | $1,180,642 | | | | | | $1,180,642 | | |
Stock Options 2020-2022 Award Cycle | | | | | $0 | | | | | | $0 | | | | | | $0 | | | | | | $0 | | | | | | $1,619,986 | | | | | | $1,619,986 | | |
Outplacement | | | | | $0 | | | | | | $5,310 | | | | | | $0 | | | | | | $0 | | | | | | $0 | | | | | | $0 | | |
Welfare Benefits | | | | | $0 | | | | | | $27,042 | | | | | | $0 | | | | | | $0 | | | | | | $0 | | | | | | $0 | | |
Financial Counseling | | | | | $0 | | | | | | $12,960 | | | | | | $0 | | | | | | $0 | | | | | | $12,960 | | | | | | $12,960 | | |
Life Insurance (Supplemental Life Insurance Program only) | | | | | $0 | | | | | | $0 | | | | | | $0 | | | | | | $0 | | | | | | $2,130,000 | | | | | | $0 | | |
Aggregate Payments | | | | | $0 | | | | | | $1,632,162 | | | | | | $0 | | | | | | $0 | | | | | | $7,681,860 | | | | | | $5,551,860 | | |
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 | | |
| EXECUTIVE COMPENSATION | | | CUMMINS | | | |
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 | | | | | | $913,900 | | | | | | $0 | | | | | | $913,900 | | | | | | $913,900 | | | | | | $913,900 | | |
Accelerated Vesting of Long-Term Grants: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Performance Cash 2020-2022 Award Cycle | | | | | $0 | | | | | | $0 | | | | | | $0 | | | | | | $628,000 | | | | | | $628,000 | | | | | | $628,000 | | |
Performance Cash 2021-2023 Award Cycle | | | | | $0 | | | | | | $0 | | | | | | $0 | | | | | | $230,000 | | | | | | $230,000 | | | | | | $230,000 | | |
Performance Shares 2020-2022 Award Cycle | | | | | $0 | | | | | | $0 | | | | | | $0 | | | | | | $759,127 | | | | | | $759,127 | | | | | | $759,127 | | |
Performance Shares 2021-2023 Award Cycle | | | | | $0 | | | | | | $0 | | | | | | $0 | | | | | | $522,809 | | | | | | $522,809 | | | | | | $522,809 | | |
Stock Options 2019-2021 Award Cycle | | | | | $0 | | | | | | $0 | | | | | | $0 | | | | | | $1,324,258 | | | | | | $1,324,258 | | | | | | $1,324,258 | | |
Stock Options 2020-2022 Award Cycle | | | | | $0 | | | | | | $0 | | | | | | $0 | | | | | | $1,863,250 | | | | | | $1,863,250 | | | | | | $1,863,250 | | |
Restricted Stock Units | | | | | $0 | | | | | | $2,884,902 | | | | | | $0 | | | | | | $0 | | | | | | $801,362 | | | | | | $801,362 | | |
Outplacement | | | | | $0 | | | | | | $5,310 | | | | | | $0 | | | | | | $0 | | | | | | $0 | | | | | | $0 | | |
Welfare Benefits | | | | | $0 | | | | | | $27,042 | | | | | | $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 | | | | | | $4,584,114 | | | | | | $0 | | | | | | $6,254,304 | | | | | | $9,275,666 | | | | | | $7,055,666 | | |
J. W. Rumsey | | | Voluntary Termination | | | Involuntary Not-for-Cause Termination | | | Termination for Cause | | | Retirement | | | Death | | | Disability | | ||||||||||||||||||
Severance | | | | | $0 | | | | | | $740,000 | | | | | | $0 | | | | | | $0 | | | | | | $0 | | | | | | $0 | | |
Annual Bonus | | | | | $0 | | | | | | $872,083 | | | | | | $0 | | | | | | $0 | | | | | | $872,083 | | | | | | $872,083 | | |
Accelerated Vesting of Long-Term Grants: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Performance Cash 2020-2022 Award Cycle | | | | | $0 | | | | | | $0 | | | | | | $0 | | | | | | $0 | | | | | | $341,333 | | | | | | $341,333 | | |
Performance Cash 2021-2023 Award Cycle | | | | | $0 | | | | | | $0 | | | | | | $0 | | | | | | $0 | | | | | | $230,000 | | | | | | $230,000 | | |
Performance Shares 2020-2022 Award Cycle | | | | | $0 | | | | | | $0 | | | | | | $0 | | | | | | $0 | | | | | | $413,012 | | | | | | $413,012 | | |
Performance Shares 2021-2023 Award Cycle | | | | | $0 | | | | | | $0 | | | | | | $0 | | | | | | $0 | | | | | | $522,809 | | | | | | $522,809 | | |
Stock Options 2019-2021 Award Cycle | | | | | $0 | | | | | | $0 | | | | | | $0 | | | | | | $0 | | | | | | $738,745 | | | | | | $738,745 | | |
Stock Options 2020-2022 Award Cycle | | | | | $0 | | | | | | $0 | | | | | | $0 | | | | | | $0 | | | | | | $1,012,586 | | | | | | $1,012,586 | | |
Outplacement | | | | | $0 | | | | | | $5,310 | | | | | | $0 | | | | | | $0 | | | | | | $0 | | | | | | $0 | | |
Welfare Benefits | | | | | $0 | | | | | | $27,042 | | | | | | $0 | | | | | | $0 | | | | | | $0 | | | | | | $0 | | |
Financial Counseling | | | | | $0 | | | | | | $12,960 | | | | | | $0 | | | | | | $0 | | | | | | $12,960 | | | | | | $12,960 | | |
Life Insurance (Supplemental Life Insurance Program only) | | | | | $0 | | | | | | $0 | | | | | | $0 | | | | | | $0 | | | | | | $2,220,000 | | | | | | $0 | | |
Aggregate Payments | | | | | $0 | | | | | | $1,657,395 | | | | | | $0 | | | | | | $0 | | | | | | $6,363,528 | | | | | | $4,143,528 | | |
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 | | |
| | | CUMMINS | | | EXECUTIVE COMPENSATION | |
S. Padmanabhan | | | Voluntary Termination | | | Involuntary Not-for-Cause Termination | | | Termination for Cause | | | Retirement | | | Death | | | Disability | | ||||||||||||||||||
Severance | | | | | $0 | | | | | | $647,000 | | | | | | $0 | | | | | | $0 | | | | | | $0 | | | | | | $0 | | |
Annual Bonus | | | | | $0 | | | | | | $756,990 | | | | | | $0 | | | | | | $756,990 | | | | | | $756,990 | | | | | | $756,990 | | |
Accelerated Vesting of Long-Term Grants: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Performance Cash 2020-2022 Award Cycle | | | | | $0 | | | | | | $0 | | | | | | $0 | | | | | | $409,333 | | | | | | $409,333 | | | | | | $409,333 | | |
Performance Cash 2021-2023 Award Cycle | | | | | $0 | | | | | | $0 | | | | | | $0 | | | | | | $150,000 | | | | | | $150,000 | | | | | | $150,000 | | |
Performance Shares 2020-2022 Award Cycle | | | | | $0 | | | | | | $0 | | | | | | $0 | | | | | | $495,905 | | | | | | $495,905 | | | | | | $495,905 | | |
Performance Shares 2021-2023 Award Cycle | | | | | $0 | | | | | | $0 | | | | | | $0 | | | | | | $341,026 | | | | | | $341,026 | | | | | | $341,026 | | |
Stock Options 2019-2021 Award Cycle | | | | | $0 | | | | | | $0 | | | | | | $0 | | | | | | $742,415 | | | | | | $742,415 | | | | | | $742,415 | | |
Stock Options 2020-2022 Award Cycle | | | | | $0 | | | | | | $0 | | | | | | $0 | | | | | | $1,215,560 | | | | | | $1,215,560 | | | | | | $1,215,560 | | |
Restricted Stock | | | | | $0 | | | | | | $0 | | | | | | $0 | | | | | | $0 | | | | | | $0 | | | | | | $0 | | |
Outplacement | | | | | $0 | | | | | | $5,310 | | | | | | $0 | | | | | | $0 | | | | | | $0 | | | | | | $0 | | |
Welfare Benefits | | | | | $0 | | | | | | $27,042 | | | | | | $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 | | | | | | $1,941,000 | | | | | | $0 | | |
Aggregate Payments | | | | | $0 | | | | | | $1,449,302 | | | | | | $0 | | | | | | $4,124,189 | | | | | | $6,065,189 | | | | | | $4,124,189 | | |
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 | | |
| |||||||
| | | | $ | | | |
Median Employee | | | | | $ | | |
| EXECUTIVE COMPENSATION | | | CUMMINS2023 PROXY | | | 67 | |
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 | | | | | |
| 68 | | | CUMMINS2023 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 $100 Investment Based On: | | | | | | | | | | | | | | |||||||||||||||||||||||||||
| CMI TSR | | | Peer Group TSR(4) | | | Net Income ($MM) | | | EBITDA ($MM) | | ||||||||||||||||||||||||||||||||||||||||||||||||||
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 | | |
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 | | |
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 | | |
| | | | | | | | | | | | 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 | | | CUMMINS2023 PROXY | | | 69 | |
| 70 | | | CUMMINS2023 PROXY | | | EXECUTIVE COMPENSATION | |
| EBITDA | |
| ROIC | |
| ROANA | |
| Cash Flow | |
| DIRECTOR COMPENSATION | | | CUMMINS | | | |
| Board | | | • In | |
| Lead Director Compensation | | | • An additional $35,000 cash retainer. | |
| Committee Chair Compensation | | | • An additional • 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 ($) | | (3) Change in Pension Value and Non Qualified Deferred Compensation Earnings | | (4) All Other Compensation | | Total | | | (1) Fees Earned or Paid in Cash ($) | | (2) Stock Awards ($) | | (3) Change in Pension Value and Non Qualified Deferred Compensation Earnings | | (4) All Other Compensation | | Total | | ||||||||||||||||||||||||||||||||||||||||
R. J. Bernhard(5) | | | | $110,677 | | | | | $152,249 | | | | | $16,775 | | | | | $2,400 | | | | | $282,101 | | | | | | $140,000 | | | | | $174,116 | | | | | $0 | | | | | $0 | | | | | $314,116 | | | ||||||||||
F. R. Chang Diaz | | | | $110,677 | | | | | $152,249 | | | | | $0 | | | | | $0 | | | | | $262,926 | | | | | | $140,000 | | | | | $174,116 | | | | | $0 | | | | | $0 | | | | | $314,116 | | | ||||||||||
B. V. Di Leo Allen | | | | $110,677 | | | | | $152,249 | | | | | $0 | | | | | $0 | | | | | $262,926 | | | | | | $140,000 | | | | | $174,116 | | | | | $0 | | | | | $0 | | | | | $314,116 | | | ||||||||||
S. B. Dobbs | | | | $125,677 | | | | | $152,249 | | | | | $0 | | | | | $31,000 | | | | | $308,926 | | | | | | $155,000 | | | | | $174,116 | | | | | $0 | | | | | $0 | | | | | $329,116 | | | ||||||||||
C. A. Harris | | | | $110,677 | | | | | $152,249 | | | | | $0 | | | | | $5,000 | | | | | $267,926 | | | | | | $140,000 | | | | | $174,116 | | | | | $0 | | | | | $0 | | | | | $314,116 | | | ||||||||||
R. K. Herdman(5) | | | | $130,677 | | | | | $152,249 | | | | | $0 | | | | | $21,500 | | | | | $304,426 | | | | | | $165,000 | | | | | $174,116 | | | | | $0 | | | | | $31,500 | | | | | $370,616 | | | ||||||||||
A. M. Herman | | | | $160,677 | | | | | $152,249 | | | | | $0 | | | | | $0 | | | | | $312,926 | | | | | | $0 | | | | | $0 | | | | | $0 | | | | | $0 | | | | | $0 | | | ||||||||||
T. J. Lynch | | | | $125,677 | | | | | $152,249 | | | | | $0 | | | | | $0 | | | | | $277,926 | | | | | | $205,000 | | | | | $174,116 | | | | | $0 | | | | | $0 | | | | | $379,116 | | | ||||||||||
W. I. Miller | | | | $110,677 | | | | | $152,249 | | | | | $73,748 | | | | | $0 | | | | | $336,674 | | | | | | $140,000 | | | | | $174,116 | | | | | $39,236 | | | | | $0 | | | | | $353,352 | | | ||||||||||
G. R. Nelson(5) | | | | $130,677 | | | | | $152,249 | | | | | $13,423 | | | | | $0 | | | | | $296,349 | | | | | | $165,000 | | | | | $174,116 | | | | | $4,576 | | | | | $0 | | | | | $343,692 | | | ||||||||||
K. A. Nelson(5) | | | | $110,677 | | | | | $152,249 | | | | | $0 | | | | | $50,000 | | | | | $312,926 | | | | | | $140,000 | | | | | $174,116 | | | | | $0 | | | | | $50,000 | | | | | $364,116 | | | ||||||||||
K. H. Quintos(5) | | | | $110,677 | | | | | $152,249 | | | | | $95,936 | | | | | $0 | | | | | $358,862 | | | | | | $140,000 | | | | | $174,116 | | | | | $0 | | | | | $0 | | | | | $314,116 | | | ||||||||||
G. L. Belske(5)(7) | | | | $128,333 | | | | | $163,939 | | | | | $0 | | | | | $16,500 | | | | | $308,773 | | |
Director | | Board Retainer | | Lead Director Fee | | Committee Chaired | | Committee Chair Fees | | Total | | | Board Retainer | | Lead Director Fee | | Committee Chaired | | Committee Chair Fees | | Total | | ||||||||||||||||||||||||||||||||||
R. J. Bernhard | | | | $110,677 | | | | | $0 | | | | | | | $0 | | | | | $110,677 | | | | | | $140,000 | | | | | $0 | | | | | | | $0 | | | | | $140,000 | | | ||||||||||
F. R. Chang Diaz | | | | $110,677 | | | | | $0 | | | | | | | $0 | | | | | $110,677 | | | | | | $140,000 | | | | | $0 | | | �� | | | | $0 | | | | | $140,000 | | | ||||||||||
B. V. Di Leo Allen | | | | $110,677 | | | | | $0 | | | | | | | $0 | | | | | $110,677 | | | | | | $140,000 | | | | | $0 | | | | | | | $0 | | | | | $140,000 | | | ||||||||||
S. B. Dobbs | | | | $110,677 | | | | | $0 | | | Safety, Environmental and Technology | | | | $15,000 | | | | | $125,677 | | | | | | $140,000 | | | | | $0 | | | Safety, Environmental and Technology | | | | $15,000 | | | | | $155,000 | | | ||||||||||
C. A. Harris | | | | $110,677 | | | | | $0 | | | | | | | $0 | | | | | $110,677 | | | | | | $140,000 | | | | | $0 | | | | | | | $0 | | | | | $140,000 | | | ||||||||||
R. K. Herdman | | | | $110,677 | | | | | $0 | | | Audit | | | | $20,000 | | | | | $130,677 | | | | | | $140,000 | | | | | $0 | | | Audit | | | | $25,000 | | | | | $165,000 | | | ||||||||||
A. M. Herman | | | | $110,677 | | | | | $35,000 | | | Governance and Nominating | | | | $15,000 | | | | | $160,677 | | | | | | $0 | | | | | $0 | | | | | | | $0 | | | | | $0 | | | ||||||||||
T. J. Lynch | | | | $110,677 | | | | | $0 | | | Finance | | | | $15,000 | | | | | $125,677 | | | | | | $140,000 | | | | | $35,000 | | | Finance | | | | $15,000 | | | | | $205,000 | | | ||||||||||
| | | | | | | | | | | | Governance and Nominating | | | | $15,000 | | | | | | | | |||||||||||||||||||||||||||||||||
W. I. Miller | | | | $110,677 | | | | | $0 | | | | | | | $0 | | | | | $110,677 | | | | | | $140,000 | | | | | $0 | | | | | | | $0 | | | | | $140,000 | | | ||||||||||
G. R. Nelson | | | | $110,677 | | | | | $0 | | | Talent Management and Compensation | | | | $20,000 | | | | | $130,677 | | | | | | $140,000 | | | | | $0 | | | Talent Management and Compensation | | | | $25,000 | | | | | $165,000 | | | ||||||||||
K. A. Nelson | | | | $110,677 | | | | | $0 | | | | | | | $0 | | | | | $110,677 | | | | | | $140,000 | | | | | $0 | | | | | | | $0 | | | | | $140,000 | | | ||||||||||
K. H. Quintos | | | | $110,677 | | | | | $0 | | | | | | | $0 | | | | | $110,677 | | | | | | $140,000 | | | | | $0 | | | | | | | $0 | | | | | $140,000 | | | ||||||||||
G. L. Belske | | | | $128,333 | | | | | $0 | | | | | | | $0 | | | | | $128,333 | | |
| ADVISORY VOTE ON THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS | | | CUMMINS | | | |
| | | CUMMINS | | | ADVISORY VOTE ON THE FREQUENCY OF THE ADVISORY VOTE ON EXECUTIVE COMPENSATION | |
| RATIFICATION OF INDEPENDENT PUBLIC ACCOUNTANTS | | | CUMMINS2023 PROXY | | | 75 | |
| 76 | | | CUMMINS2023 PROXY | | | RATIFICATION OF INDEPENDENT PUBLIC ACCOUNTANTS | |
| | 2021 (dollars in millions) | | 2020 | | | 2022 | | 2021 | | ||||||||||||||||
Audit fees:(1) | | | | 12.3 | | | | | 11.1 | | | | | | 19.7 | | | | | 12.3 | | | ||||
Audit-related fees:(2) | | | | 1.1 | | | | | 0.1 | | | | | | 3.8 | | | | | 1.1 | | | ||||
Tax fees:(3) | | | | 0.4 | | | | | 0.4 | | | | | | 1.5 | | | | | 0.4 | | | ||||
All other fees: | | | | 0.0 | | | | | 0.0 | | | | | | 0.1 | | | | | 0.0 | | | ||||
Total | | | | 13.8 | | | | | 11.6 | | | | | | 25.1 | | | | | 13.8 | | |
| RATIFICATION OF INDEPENDENT PUBLIC ACCOUNTANTS | | | CUMMINS2023 PROXY | | | 77 | |
| 78 | | | CUMMINS2023 PROXY | | | RATIFICATION OF INDEPENDENT PUBLIC ACCOUNTANTS | |
| | | CUMMINS | | | 79 | |
| 80 | | | CUMMINS2023 PROXY | | | APPROVAL OF THE CUMMINS INC. EMPLOYEE STOCK PURCHASE PLAN AS AMENDED | |
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 | | | CUMMINS2023 PROXY | | | 81 | |
| 82 | | | CUMMINS2023 PROXY | | | STATEMENT IN OPPOSITION | |
| STATEMENT IN OPPOSITION | | | CUMMINS2023 PROXY | | | 83 | |
| 84 | | | CUMMINS2023 PROXY | | | STATEMENT IN OPPOSITION | |
| | | CUMMINS | | | 85 | |
| 86 | | | CUMMINS2023 PROXY | | | SHAREHOLDER PROPOSAL | |
| STATEMENT IN OPPOSITION | | | CUMMINS2023 PROXY | | | 87 | |
| 88 | | | CUMMINS2023 PROXY | | | STOCK OWNERSHIP OF DIRECTORS, MANAGEMENT AND OTHERS | |
Name | | Amount and Nature of Beneficial Ownership(1) | | Percent of Class | | | Amount and Nature of Beneficial Ownership(1) | | Percent of Class | | ||||||||||||||||
The Vanguard Group 100 Vanguard Blvd. Malvern, PA 19355 | | | | 12,921,906(2) | | | | | 9.0% | | | | | | 13,205,088(2) | | | | | 9.4% | | | ||||
BlackRock, Inc. 55 East 52nd Street New York, NY 10055 | | | | 11,754,383(3) | | | | | 8.2% | | | | | | 11,572,098(3) | | | | | 8.2% | | | ||||
Sharon Barner | | | | 56,402(4) | | | | | * | | | |||||||||||||||
Gary L. Belske | | | | 828 | | | | | * | | | |||||||||||||||
Robert J. Bernhard | | | | 15,988 | | | | | * | | | | | | 16,960 | | | | | * | | | ||||
Franklin R. Chang Diaz | | | | 5,520 | | | | | * | | | |||||||||||||||
Bruno V. Di Leo | | | | 7,499 | | | | | * | | | | | | 7,431 | | | | | * | | | ||||
Stephen B. Dobbs | | | | 11,324 | | | | | * | | | | | | 12,206 | | | | | * | | | ||||
Tracy A. Embree | | | | 87,702(4) | | | | | * | | | | | | 33,602(5) | | | | | * | | | ||||
Carla A. Harris | | | | 575 | | | | | * | | | | | | 1,457 | | | | | * | | | ||||
Robert K. Herdman | | | | 16,683 | | | | | * | | | | | | 17,862 | | | | | * | | | ||||
Alexis M. Herman | | | | 32,932 | | | | | * | | | |||||||||||||||
N. Thomas Linebarger | | | | 770,744(5) | | | | | * | | | | | | 760,170(6) | | | | | * | | | ||||
Thomas J. Lynch | | | | 8,782 | | | | | * | | | | | | 9,664 | | | | | * | | | ||||
William I. Miller | | | | 53,272 | | | | | * | | | | | | 55,121(7) | | | | | * | | | ||||
Georgia R. Nelson | | | | 24,193(6) | | | | | * | | | | | | 21,742 | | | | | * | | | ||||
Kimberly A. Nelson | | | | 2,412(7) | | | | | * | | | | | | 3,342(8) | | | | | * | | | ||||
Srikanth Padmanabhan | | | | 64,217(8) | | | | | * | | | |||||||||||||||
Karen H. Quintos | | | | 4,553 | | | | | * | | | | | | 5,533(9) | | | | | * | | | ||||
Jennifer W. Rumsey | | | | 59,718(9) | | | | | * | | | | | | 74,835(10) | | | | | * | | | ||||
Tony L. Satterthwaite | | | | 166,596(10) | | | | | * | | | | | | 182,725(11) | | | | | * | | | ||||
Mark A. Smith | | | | 51,835(11) | | | | | * | | | | | | 75,663(12) | | | | | * | | | ||||
All directors and executive officers as a group, a total of 34 persons | | | | 1,486,580(12) | | | | | | | | |||||||||||||||
All directors and executive officers as a group, a total of 31 persons | | | | 1,587,874(13) | | | | | | | |
| STOCK OWNERSHIP OF DIRECTORS, MANAGEMENT AND OTHERS | | | CUMMINS2023 PROXY | | | 89 | |
| | | CUMMINS | | | OTHER BUSINESS | |
| OTHER BUSINESS | | | CUMMINS | | | |
| CUMMINS | | | APPENDIX A | |
| | | Years Ended | | | | Years Ended | | ||||||||||||||||||
In Millions | | December 31, 2021 | | December 31, 2020 | | | December 31, 2022 | | December 31, 2021 | | ||||||||||||||||
Net income attributable to Cummins Inc. | | | | $2,131 | | | | | $1,789 | | | | | | $2,151 | | | | | $2,131 | | | ||||
Net income attributable to noncontrolling interests | | | | 33 | | | | | 22 | | | | | | 32 | | | | | 33 | | | ||||
Consolidated net income | | | | 2,164 | | | | | 1,811 | | | | | | 2,183 | | | | | 2,164 | | | ||||
Income tax expense | | | | 587 | | | | | 527 | | | | | | 636 | | | | | 587 | | | ||||
Income before taxes | | | | 2,751 | | | | | 2,338 | | | | | | 2,819 | | | | | 2,751 | | | ||||
Interest expense | | | | 111 | | | | | 100 | | | | | | 199 | | | | | 111 | | | ||||
EBIT | | | | 2,862 | | | | | 2,438 | | | | | | 3,018 | | | | | 2,862 | | | ||||
Depreciation and amortization | | | | 659 | | | | | 670 | | | | | | 781 | | | | | 659 | | | ||||
EBITDA | | | | $3,521 | | | | | $3,108 | | | | | | $3,799 | | | | | $3,521 | | |
| APPENDIX A | | | CUMMINS | |
| | | Years Ended | | | | Years Ended | | ||||||||||||||||||
In Millions | | December 31, 2021 | | December 31, 2020 | | | December 31, 2022 | | December 31, 2021 | | ||||||||||||||||
Net income attributable to Cummins Inc. | | | | $2,131 | | | | | $1,789 | | | | | | $2,151 | | | | | $2,131 | | | ||||
Net income attributable to non controlling interests | | | | 33 | | | | | 22 | | | | | | 32 | | | | | 33 | | | ||||
Consolidated net income | | | | 2,164 | | | | | 1,811 | | | | | | 2,183 | | | | | 2,164 | | | ||||
Income tax expense | | | | 587 | | | | | 527 | | | | | | 636 | | | | | 587 | | | ||||
Income before taxes | | | | 2,751 | | | | | 2,338 | | | | | | 2,819 | | | | | 2,751 | | | ||||
Interest expense | | | | 111 | | | | | 100 | | | | | | 199 | | | | | 111 | | | ||||
EBIT | | | | 2,862 | | | | | 2,438 | | | | | | 3,018 | | | | | 2,862 | | | ||||
Less: Tax effect on EBIT | | | | 610 | | | | | 549 | | | | | | 664 | | | | | 610 | | | ||||
Net operating profit after taxes used for return on invested capital calculation (ROIC) | | | | | $2,252 | | | | | $1,889 | | | | | | $2,354 | | | | | $2,252 | | | |||
|
In Millions | | December 31, 2021 | | December 31, 2020 | | December 31, 2019 | | | December 31, 2022 | | December 31, 2021 | | December 31, 2020 | | ||||||||||||||||||||||||
Total Assets | | | | $23,710 | | | | | $22,624 | | | | | $19,737 | | | | | | $30,299 | | | | | $23,710 | | | | | $22,624 | | | ||||||
Less: Deferred debt costs | | | | 4 | | | | | 3 | | | | | 3 | | | | | | 4 | | | | | 4 | | | | | 3 | | | ||||||
Less: Deferred tax assets | | | | 428 | | | | | 479 | | | | | 441 | | | | | | 625 | | | | | 428 | | | | | 479 | | | ||||||
Less: Pension and other postretirement benefit adjustments exlcuded from net assets | | | | 966 | | | | | 67 | | | | | 67 | | | | | | 832 | | | | | 966 | | | | | 67 | | | ||||||
Less: Liabilities deducted in arriving at net assets | | | | 9,486 | | | | | 8,947 | | | | | 8,498 | | | | | | 11,270 | | | | | 9,486 | | | | | 8,947 | | | ||||||
Total net assets | | | | 12,826 | | | | | 13,128 | | | | | 10,728 | | | | | | 17,568 | | | | | 12,826 | | | | | 13,128 | | | ||||||
Less: Cash, cash equivalents and marketable securities | | | | 3,187 | | | | | 3,862 | | | | | 1,470 | | | | | | 2,573 | | | | | 3,187 | | | | | 3,862 | | | ||||||
Net assets for operating segments | | | | | $9,639 | | | | | $9,266 | | | | | $9,258 | | | | | | $14,995 | | | | | $9,639 | | | | | $9,266 | | | |||||
|
In Millions | | December 31, 2021 | | December 31, 2020 | | December 31, 2019 | | | December 31, 2022 | | December 31, 2021 | | December 31, 2020 | | ||||||||||||||||||||||||
Total equity | | | | $9,401 | | | | | $8,989 | | | | | $8,465 | | | | | | $9,967 | | | | | $9,035 | | | | | $8,989 | | | ||||||
Less: Defined benefit postretirement plans | | | | (346) | | | | | (735) | | | | | (734) | | | | | | (426) | | | | | (346) | | | | | (735) | | | ||||||
Equity used for return on invested capital calculation (ROIC) | | | | 9,747 | | | | | 9,724 | | | | | 9,199 | | | | | | 10,393 | | | | | 9,381 | | | | | 9,724 | | | ||||||
Loans payable | | | | 208 | | | | | 169 | | | | | 100 | | | | | | 210 | | | | | 208 | | | | | 169 | | | ||||||
Commercial paper | | | | 313 | | | | | 323 | | | | | 660 | | | | | | 2,574 | | | | | 313 | | | | | 323 | | | ||||||
Current maturities of long-term debt | | | | 59 | | | | | 62 | | | | | 31 | | | | | | 573 | | | | | 59 | | | | | 62 | | | ||||||
Long-term debt | | | | 3,579 | | | | | 3,610 | | | | | 1,576 | | | | | | 4,498 | | | | | 3,579 | | | | | 3,610 | | | ||||||
Invested capital used for return on invested capital calculation (ROIC) | | | | | $13,906 | | | | | $13,888 | | | | | $11,566 | | | | | | $18,248 | | | | | $13,540 | | | | | $13,888 | | | |||||
|
In Billions | | | December 31, 2022 | | |||
Total Revenue | | | | | $28.1 | | |
Less: Mertior revenue | | | | | $(1.9) | | |
Revenue Excluding Meritor | | | | | $26.2 | | |
| CUMMINS2023 PROXY | | | APPENDIX B | |
| APPENDIX B | | | CUMMINS2023 PROXY | |
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| APPENDIX B | | | CUMMINS2023 PROXY | | | 1 | |
| 2 | | | CUMMINS2023 PROXY | | | APPENDIX B | |
| APPENDIX B | | | CUMMINS2023 PROXY | | | 3 | |
| 4 | | | CUMMINS2023 PROXY | | | APPENDIX B | |
| APPENDIX B | | | CUMMINS2023 PROXY | | | 5 | |