UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of

the Securities Exchange Act of 1934 (Amendment No. )

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Filed by a Party other than the Registrant ☐

Check the appropriate box:

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Preliminary Proxy Statement

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Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

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Definitive Proxy Statement

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Definitive Additional Materials

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Soliciting Material under §240.14a-12

CUMMINS INC.

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

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No fee required.

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Fee paid previously with preliminary materials.

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Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a6(i)(1) and 0-11

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Letter from our Chairman

To Cummins Shareholders:

After 10 years writing to you as Cummins’ Chairman and Chief Executive Officer, I am pleased to pen this one in my new capacity as Executive Chairman of Cummins. I trust you all saw the exciting news that in July 2022, we announced the appointment of Jennifer Rumsey to Chief Executive Officer and my transition to Executive Chairman. In her letter to you, Jennifer discusses the plans and opportunities she envisions to strengthen our enterprise, grow our business and reinforce our commitment to being a responsible global citizen.

When I took on the role of CEO a decade ago, I felt a solemn duty to build on the achievements and legacy of the great leaders who preceded me and to leave the company stronger than I found it: stronger financially, stronger in the eyes of customers and stronger strategically. I believe that the company is stronger in all those ways today and is positioned for success in a decarbonized world. I feel immense pride and gratitude for having the opportunity to be part of this great company’s success.

One of my greatest sources of optimism about our future is the strength of our leadership team. With Jennifer at the helm, the capability, expertise and diversity of our leadership team is unmatched. Jennifer is a once-in-a generation talent and the right leader for Cummins at this important time in our history. She uniquely understands our customers and business, having worked across many different parts of our company, and in every role, consistently delivering results. Most importantly, she is a principled leader who cares deeply about our stakeholders and lives Cummins’ values. We share a common vision for Cummins, and I am confident that Jennifer will lead Cummins into an even more prosperous future.

Jennifer is also just one example of the careful succession planning our Board undertakes to ensure continuity of leadership, and there are noteworthy messages embedded in her succession to CEO that I would like to share.

First is that talent, energy and dedication are recognized at Cummins and are rewarded with increased responsibility. Second, we are a continuous learning organization committed to providing the mentorship and training for our people to advance their careers and achieve their full potential. Third, we embrace diversity, equity and inclusion, and upward mobility is not constrained by gender or race. We are proud that Cummins is now one of 34 companies in the S&P 500 being led by a woman CEO, and I hope to see more companies added to that list soon. And fourth, there is value to refreshing leadership. Innovative ideas and fresh perspectives are necessary to navigate an already complex world.

Above all, we are committed to doing our part to address climate change, ensuring that our planet is still livable for our children and grandchildren. We have a long, and successful, history of embracing environmental challenges and leveraging them as an opportunity to innovate and drive growth in our business. Over the last 20 years, we have reduced emissions from our products by more than 90%. During that same period, our company has grown from $6.3 billion to $28.1 billion in revenue and significantly expanded our global presence.

Our Board of Directors and our management team are aligned on investing in the future of decarbonization and seizing the growth opportunity it presents for Cummins. In her letter, Jennifer covers in detail our initiatives and progress toward decarbonization. We are confident in our ability to play a leading role in bringing lower-carbon technologies to the commercial and industrial markets globally while generating strong returns due to the unique capabilities we have built over many years.

Cummins has a long legacy of delivering on our commitments. Our more than 73,600 dedicated employees around the world will enable our continued success through forward thinking, adaptability and focus.

I am grateful for the support of our shareholders, and I urge you to read this proxy statement and cast your vote. Your voice is important to us.

	Sincerely,
	Tom Linebarger
	Executive Chairman Chairman of the Board Cummins Inc.

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Letter from our President and Chief Executive Officer

To Cummins Shareholders:

Last year was an incredibly exciting one for Cummins and our stakeholders. I feel deeply honored to have been named our newest, and just the seventh, Chief Executive Officer of Cummins. My life and leadership have prepared me for this role at this critical period for Cummins and our planet. A focus on purpose, people and impact has shaped my career and will influence how I lead. With these guiding principles, I believe this moment of truth for our planet and society is Cummins’ time to shine.

I am grateful to my long-time mentor, Tom Linebarger, for his continuing guidance as Executive Chairman. Tom has been an extraordinary leader for Cummins and a true partner and coach to me. Over Tom’s ten-year tenure as CEO, our revenues have grown about 50% with a total return to shareholders of around 200%. Our financial strength, market position and key capabilities position us well to execute our Destination Zero strategy and achieve our goal of reaching net-zero emissions by 2050 while growing our business and delivering strong returns to our investors. Our leadership and Board of Directors share a common vision for the role our company plays in powering a more prosperous world.

Cummins powers some of the world’s most demanding and economically vital applications. Responding to the critical needs of our customers and addressing climate change requires innovation and focus across our entire business. We are advancing technology and reducing greenhouse gas emissions from engine-based and new power solutions while helping our customers choose the solution that is right for their application and optimize how they use our products.

Our business and environmental strategies are aligned to capture the growth opportunity that decarbonization presents for Cummins. In 2022, we articulated our strategy to drive growth across our business as a part of this decarbonization journey and have projected that by 2030 this work will generate revenues of $33-$35 billion in our base business, between $6-$13 billion in our New Power business, and $41-$46 billion in total for Cummins. Based on our 2030 targets, we expect to generate more than $30 billion in cash from operations and are committed to our long-term goal of returning 50% of that to shareholders over that time period. We are excited about the growth trajectory of the company and are focused on driving improved profitability throughout our business. Although there will certainly be risks through this energy transition, we have a proven track record of outsized growth in the segments we serve while delivering strong returns to shareholders.

While the biggest impact and opportunity we have is through our products, we are working to address climate change across all aspects of Cummins – improving our operations, developing new products, working closely with our customers and suppliers, and having a net positive impact on every community in which we do business. Connecting people to this powerful purpose is one of my key responsibilities as CEO. In order to strengthen the connection to our purpose, and reconnect employees with one another and our unique culture post-pandemic, Cummins leaders around the world held 415 interactive sessions that reached more than 37,000 employees in the first quarter of 2023 alone. The feedback we received was overwhelmingly positive; 89% rated their trust and confidence in the direction of the company as very high and expressed excitement about the future and strategy of Cummins. This focus on our people and keeping them at the center of all we do also extends to our customers and suppliers, communities, and of course, our shareholders.

In 2022, we made great progress in executing our Destination Zero strategy. To highlight just a few, we:

•

Completed the acquisition of Meritor, which will accelerate the development of economically viable decarbonized powertrain solutions. Meritor also delivers complementary synergies to our core business by expanding our product offerings, sales and service network and customer relationships.

•

Finalized the acquisition of Jacobs Vehicle Systems to advance the engine braking and cylinder deactivation necessary to meet current and future emissions regulations, especially for medium and heavy-duty engines.

•

Launched our industry-first fuel-agnostic powertrain platforms that help customers decarbonize today and make it easier to adopt alternative fuel types by featuring a series of engine versions that are derived from a common base engine, which means they have a high degree of parts commonality.

•

Unveiled our fourth-generation hydrogen fuel-cell engine, demonstrating the commercial viability of hydrogen as a solution for customers to decarbonize their profile.

•

Shared that Cummins, Chevron, and Walmart are working together to integrate Cummins X15N natural gas engine, powered by renewable natural gas, into Walmart’s heavy-duty truck fleet. Also announced collaborations with Daimler Truck North America and Scania to deliver fuel cell electric powertrains for heavy-duty truck applications.

•

Signed a memorandum of understanding with Tata Motors to collaborate on the design and development of low- and zero-emission power technologies for commercial vehicles in India, including the production of the B6.7 hydrogen internal combustion engine, part of the new fuel-agnostic platform.

•

Invested in Germany-based VoltStorage to innovate new solutions for energy storage systems that are crucial to the conversion of conventional electric power to 100% renewable energy.

•

Closed on Siemen’s Commercial Vehicles business, which provides critical components for the next generation of electric powertrains.

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•

Drove the commercialization of green hydrogen forward with the first U.S. electrolyzer manufacturing facility at our Fridley, Minnesota plant. Electrolysis is a leading hydrogen production pathway to zero greenhouse emissions, and Cummins now has electrolyzer manufacturing capabilities in the U.S., Belgium, Canada with two new factories in Spain and China underway.

•

Continued to reduce our own carbon footprint with our second largest solar farm at our Rocky Mountain Engine Plant in North Carolina. To date, we have completed 51 solar array installations at locations around the world from North America to Australia.

This list reflects the significant investments we have made to position Cummins to meet our evolving customer needs. We did this while navigating numerous supply chain and operational challenges and delivering record revenue of $28.1 billion; earnings per share of $15.12; net income of $2.2 billion; and EBITDA of $3.8 billion* in 2022 – a testament to the capability and dedication of our employees.

People are at the center of our success, and it is our more than 73,600 employees who power innovation across Cummins. I share Tom’s commitment to forward thinking in how we continue to attract, build and retain the best talent. We do that through two distinct ways: investing in leadership and development opportunities and creating environments where we harness the diverse perspectives of employees to solve complex challenges. These are key elements of our strategy and a competitive advantage that contribute to our continued success and growth.

Embedding Diversity, Equity and Inclusion (DE&I) into the fabric of our company starts at the top, and as CEO, I want to reinforce that this work is critical to our success as a business and deeply personal to me. While there is more to be done, the diversity of our Cummins Leadership Team – my direct team members – has increased in several areas. Nearly half of the Cummins Leadership Team are women, and 40% are people of color, which includes Black and Asian representation. In addition, three of the five Cummins business segments are led by women. We cover more specifics on our representation aspirational goals and progress in the Compensation Discussion and Analysis section of this proxy.

The health of our communities affects the health of our people and business. Since Cummins’ inception in 1919, we have worked across a wide variety of community initiatives, finding opportunities that leverage the unique skills of our colleagues worldwide. In 2022, more than 70% of our employees volunteered in their communities, contributing 292,188 hours of their time and energy. Employee-led engagement is complemented by our focused effort on three global strategic priorities.

•

Advocating for equitable educational systems and high-quality learning environments. High quality education leads to strong social and economic outcomes for students, a skilled workforce for employers and vibrant, prosperous Cummins communities. Among many Cummins education initiatives is Cummins TEC: Technical Education for Communities, a global strategic program to build technical vocational skills through school-based, industry-supported skills training leading to living wage jobs.

•

Increasing opportunity and equity. Cummins has a deep commitment to removing barriers for those who have historically been denied access to opportunity, including racial and ethnic minorities, women, people with disabilities, economically disadvantaged, immigrants and refugees, and the LGBTQ community. Cummins Powers Women is our commitment to creating large-scale change in the lives of women and girls globally. CARE: Cummins Advocating for Racial Equity unites Cummins employees and our communities around dismantling institutional racism and creating systemic equity in the U.S.

•

Creating net positive impact and near zero local environmental footprint. Cummins will make a net positive environmental impact in our communities through volunteerism and partnerships, which means that our positive impact will be greater than our local environmental footprint. Among many programs to achieve Cummins’ environmental goals, Cummins Water Works is a global strategic program to strengthen communities through sustainable water and to address the global water crisis.

As we move forward into 2023 and beyond, we will leverage our expertise to develop more sustainable solutions that support our customers’ success, positively impact our communities and protect our planet for future generations. We will also realize continued growth and strong returns by executing our strategy and delivering results for all of our stakeholders. This is an incredible opportunity and responsibility, and there is no company better positioned to make a lasting impact.

	Sincerely,
	Jennifer Rumsey
	President and Chief Executive Officer Cummins Inc.

See Annex A for reconciliation of GAAP to non-GAAP measures referenced in this section.

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500 Jackson Street, Box 3005, Columbus, Indiana 47202-3005

NOTICE OF ~~2022~~
2023
ANNUAL MEETING OF

SHAREHOLDERS

To Our Shareholders:

NOTICE IS HEREBY GIVEN that the ~~2022~~2023 Annual Meeting of the Shareholders of Cummins Inc. will be held virtually on Tuesday, May ~~10, 2022,~~9, 2023, at 11:00 a.m. Eastern Time, for the following purposes:

to elect the ~~thirteen~~twelve nominees named in the attached proxy statement as directors for the ensuing year;

to consider an advisory vote on the compensation of our named executive officers;

to consider an advisory vote on the frequency of future advisory votes on the compensation of our named executive officers;

to ratify the appointment of PricewaterhouseCoopers LLP as our auditors for ~~2022;~~2023;

4.
5.

to approve the Cummins Inc. Employee Stock Purchase Plan, as amended;

to consider a proposal from a shareholder regarding an independent chairman of the board; ~~and~~

5.
7.

to consider a proposal on behalf of three shareholders regarding linking executive compensation to achieving 1.5°C emissions reductions; and

to transact any other business that may properly come before the meeting or any adjournment thereof.

~~Due to the ongoing public health impact of the coronavirus outbreak (COVID-19) and to support the health and well-being of our employees, shareholders and other stakeholders, the~~The Annual Meeting of Shareholders will be held in a virtual meeting format only. You will not be able to attend the Annual Meeting physically. We believe a virtual meeting allows broader access by our shareholders and other parties without restricting participation while also reducing the environmental impact and cost of conducting the meeting.

Only shareholders of our Common Stock of record at the close of business on March ~~8, 2022,~~7, 2023, are entitled to notice of, and to vote at, the meeting.

If you do not expect to be present virtually at the meeting, you are urged to vote your shares by telephone, via the Internet, or by completing, signing and dating the enclosed proxy card and returning it promptly in the envelope provided.

You may revoke your proxy card at any time before the meeting. Except with respect to shares attributable to accounts held in the Cummins Retirement and Savings Plans, any shareholders entitled to vote at the annual meeting who attend the meeting will be entitled to cast their votes electronically during the meeting.

SHARON R. BARNER,

Secretary

March ~~28, 2022~~27, 2023

IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE ~~2022~~2023 ANNUAL SHAREHOLDER MEETING TO BE HELD ON MAY ~~10, 2022:~~
9, 2023:
the Annual Report and Proxy Statement are available at www.proxyvote.com

	DATE May ~~10, 2022~~9, 2023
	TIME 11:00 a.m. Eastern Time
	RECORD DATE March ~~8, 2022~~7, 2023
	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.

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CAUTIONARY STATEMENTS REGARDING FORWARD-LOOKING INFORMATION

Information provided in this proxy statement that is not purely historical are forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, including statements regarding our forecasts, guidance, preliminary results, expectations, hopes, beliefs and intentions on strategies regarding the future. These forward-looking statements include, without limitation, statements relating to our plans and expectations for our revenues and EBITDA. Our actual future results could differ materially from those projected in such forward-looking statements because of a number of factors, including, but not limited to: any adverse results of our internal review into our emissions certification process and compliance with emission standards; increased scrutiny from regulatory agencies, as well as unpredictability in the adoption, implementation and enforcement of emission standards around the world; changes in international, national and regional trade laws, regulations and policies; changes in taxation; global legal and ethical compliance costs and risks; evolving environmental and climate change legislation and regulatory initiatives; future bans or limitations on the use of diesel-powered products; failure to successfully integrate and / or failure to fully realize all of the anticipated benefits of the acquisition of Meritor, Inc.; raw material, transportation and labor price fluctuations and supply shortages; any adverse effects of the conflict between Russia and Ukraine and the global response (including government bans or restrictions on doing business in Russia); aligning our capacity and production with our demand; the actions of, and income from, joint ventures and other investees that we do not directly control; large truck manufacturers’ and original equipment manufacturers’ customers discontinuing outsourcing their engine supply needs or experiencing financial distress, or change in control; product recalls; variability in material and commodity costs; the development of new technologies that reduce demand for our current products and services; lower than expected acceptance of new or existing products or services; product liability claims; our sales mix of products; failure to complete, adverse results from or failure to realize the expected benefits of the separation of our filtration business; our plan to reposition our portfolio of product offerings through exploration of strategic acquisitions and divestitures and related uncertainties of entering such transactions; increasing interest rates; challenging markets for talent and ability to attract, develop and retain key personnel; climate change, global warming, more stringent climate change regulations, accords, mitigation efforts, greenhouse gas (GHG) regulations or other legislation designed to address climate change; exposure to potential security breaches or other disruptions to our information technology environment and data security; political, economic and other risks from operations in numerous countries including political, economic and social uncertainty and the evolving globalization of our business; competitor activity; increasing competition, including increased global competition among our customers in emerging markets; failure to meet environmental, social and governance (ESG) expectations or standards, or achieve our ESG goals; labor relations or work stoppages; foreign currency exchange rate changes; the performance of our pension plan assets and volatility of discount rates; the price and availability of energy; continued availability of financing, financial instruments and financial resources in the amounts, at the times and on the terms required to support our future business; and other risks detailed from time to time in our SEC filings, including particularly in the Risk Factors section of our 2022 Annual Report on Form 10-K and Quarterly Reports on Form 10-Q. Shareholders, potential investors and other readers are urged to consider these factors carefully in evaluating the forward-looking statements and are cautioned not to place undue reliance on such forward-looking statements. The forward-looking statements made herein are made only as of the date of this proxy statement and we undertake no obligation to publicly update any forward-looking statements, whether as a result of new information, future events or otherwise. More detailed information about factors that may affect our performance may be found in our filings with the SEC, which are available at http://www.sec.gov or at http://www.cummins.com in the Investor Relations section of our website.

Website references and links to websites included in this proxy statement are provided solely for convenience purposes. Content on the websites, including content on our company website, is not, and shall not be deemed to be, part of this proxy statement or incorporated by reference herein.

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	NOTICE OF ~~2022~~2023 ANNUAL MEETING OF SHAREHOLDERS
	PROXY STATEMENT FOR ~~2022~~2023 ANNUAL SHAREHOLDERS MEETING
	PROXY SUMMARY					1
	CORPORATE GOVERNANCE					7
	ELECTION OF DIRECTORS (Items 1 through 1312 on the Proxy Card)					16
	NOMINEES FOR BOARD OF DIRECTORS					16
	EXECUTIVE COMPENSATION					2524
	ADVISORY VOTE ON THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS ~~(Item 14~~ (Item 13 on the Proxy Card)					67
	~~RATIFICATION OF INDEPENDENT PUBLIC ACCOUNTANTS (Item 15 on the Proxy Card)~~					68
	~~SHAREHOLDER PROPOSAL (Item 16 on the Proxy Card)~~					72
	~~STATEMENT IN OPPOSITION~~					73
	~~STOCK OWNERSHIP~~ADVISORY VOTE ON THE FREQUENCY OF ~~DIRECTORS, MANAGEMENT AND OTHERS~~FUTURE ADVISORY VOTES ON EXECUTIVE COMPENSATION (Item 14 on the Proxy Card)					7674
	~~OTHER BUSINESS~~RATIFICATION OF INDEPENDENT PUBLIC ACCOUNTANTS (Item 15 on the Proxy Card)					7875
	APPROVAL OF THE CUMMINS INC. EMPLOYEE STOCK PURCHASE PLAN, AS AMENDED (Item 16 on the Proxy Card)					79
	SHAREHOLDER PROPOSAL (Item 17 on the Proxy Card)					81
	STATEMENT IN OPPOSITION					82
	SHAREHOLDER PROPOSAL (Item 18 on the Proxy Card)					85
	STATEMENT IN OPPOSITION					87
	STOCK OWNERSHIP OF DIRECTORS, MANAGEMENT AND OTHERS					88
	OTHER BUSINESS					90
	ANNEX A RECONCILIATIONS OF GAAP TO NON-GAAP FINANCIAL MEASURES
	ANNEX B CUMMINS INC. EMPLOYEE STOCK PURCHASE PLAN

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PROXY STATEMENT FOR ~~2022~~
2023
ANNUAL SHAREHOLDERS MEETING

Generally

We are furnishing this proxy statement in connection with the solicitation by our Board of Directors of proxies to be voted at our ~~2022~~2023 Annual Meeting of Shareholders to be held on Tuesday, May ~~10, 2022,~~9, 2023, and at any adjournment thereof, which we refer to as our “Annual Meeting.” This proxy statement, together with the enclosed proxy card, is first being made available to our shareholders on or about March ~~28, 2022.~~27, 2023.

Holders of our Common Stock of record at the close of business on March ~~8, 2022~~7, 2023 are entitled to vote at the Annual Meeting. On that date there were issued and outstanding ~~142,074,564~~141,539,731 shares of Common Stock, each of which is entitled to one vote on each matter submitted to a shareholder vote at the Annual Meeting.

Each share of Common Stock represented by a properly executed and delivered proxy card will be voted at the Annual Meeting in accordance with the instructions indicated on that proxy card, unless such proxy card has been previously revoked. If no instructions are indicated on a signed proxy card, the shares represented by such proxy card will be voted as recommended by our Board.

A shareholder may revoke his or her proxy card at any time before the Annual Meeting by delivering to our Secretary written notice of such revocation. This notice must include the number of shares for which the proxy card had been given and the name of the shareholder of such shares as it appears on the stock certificate(s), or in book entry form on the records of our stock transfer agent and registrar, Broadridge Corporate Issuer Solutions, Inc., evidencing ownership of such shares. In addition, except with respect to shares attributable to accounts held in the Cummins Retirement and Savings Plans (the “Cummins RSPs”), any shareholder who has executed a proxy card but is present virtually at the Annual Meeting will be entitled to cast his or her vote electronically instead of by proxy card, thereby canceling the previously executed proxy card.

Participants in the Cummins RSP who hold shares of Common Stock in their account and provide voting instructions to the trustee with respect to such shares will have their shares voted by the trustee as instructed. Such participants will be considered named fiduciaries with respect to the shares allocated to their accounts solely for purposes of this proxy solicitation. If no voting instructions are provided, shares held in the accounts will be voted in the same manner and proportion as shares with respect to which valid voting instructions were received. Any instructions received by the trustee from participants regarding their vote shall be confidential. Cummins RSP participants may attend the Annual Meeting virtually but cannot vote the shares in their Cummins RSP accounts at the Annual Meeting.

Information About the Virtual Annual Meeting

Attendance and Participation

~~Due to the global COVID-19 pandemic, we will conduct a virtual Annual Meeting to help protect the safety of all stakeholders.~~ Our virtual Annual Meeting will be conducted on the Internet via live webcast. You will be able to participate online and submit your questions during the Annual Meeting by visiting www.virtualshareholdermeeting.com/~~CMI2022.~~CMI2023. Shareholders will be able to vote their shares electronically during the Annual Meeting. We believe a virtual meeting allows broader access by our shareholders and other parties without restricting participation while also reducing the environmental impact and cost of conducting the meeting.

To participate in the Annual Meeting, you will need the 16-digit control number included on your proxy card or your voting instruction form. The Annual Meeting will begin promptly at 11:00 a.m. Eastern Time. We encourage you to access the Annual Meeting prior to the start time. Online access will begin at 10:45 a.m. Eastern Time.

The virtual Annual Meeting platform is fully supported across browsers (Internet Explorer, Firefox, Chrome, and Safari) and devices (desktops, laptops, tablets, and cell phones) running the most updated version of applicable software and plugins. Participants should ensure they have a strong

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Internet connection wherever they intend to participate in the Annual Meeting. Participants should also allow plenty of time to log in and ensure that they can hear streaming audio prior to the start of the Annual Meeting.

Questions

Following adjournment of the formal business of the Annual Meeting, the ~~chairman~~Chief Executive Officer (CEO), Jennifer Rumsey, will give a presentation about the company’s business. At the conclusion of this presentation, the company will address appropriate general questions from shareholders regarding the company. We may also

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respond to questions on an individual basis or by posting answers on our Investor Relations website after the meeting. Shareholders eligible to vote may submit questions to the ~~chairman~~CEO by logging into the virtual meeting platform at www.virtualshareholdermeeting.com/~~CMI2022,~~CMI2023, typing a question into the “Ask a Question” field, and clicking “Submit.”

Your question or comment should be addressed to the ~~chairman,~~CEO, who will either respond or refer it to others as appropriate. Time permitting, the ~~chairman~~CEO will attempt to answer as many questions as possible. It will help us if questions are succinct and cover only one topic per question. Questions from multiple shareholders on the same topic or that are otherwise related may be grouped, summarized and answered together.

If there are any matters of individual or personal concern to a shareholder and not of general concern to all shareholders, or if a question posed was not otherwise answered, such matters may be raised separately after the Annual Meeting by contacting Investor Relations at www.cummins.com. Recording of the Annual Meeting is prohibited. A webcast playback, including responses to shareholder questions, will be available at www.virtualshareholdermeeting.com/~~CMI2022~~CMI2023 24 hours after the completion of the meeting.

Technical Difficulties

Technical support, including related technical support phone numbers, will be available on the virtual meeting platform at www.virtualshareholdermeeting.com/~~CMI2022~~CMI2023 beginning at 10:45 a.m. Eastern Time on May ~~10, 2022~~9, 2023 through the conclusion of the Annual Meeting.

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; or (iii) on the advisory vote on the frequency of future advisory votes on the compensation of our named executive officers; (iv) on the Cummins Inc. Employee Stock Purchase Plan, as amended; (v) on the shareholder proposal regarding an independent chairman of the ~~board.~~board; or (vi) on the shareholder proposal regarding linking executive compensation to achieving 1.5°C emissions reductions. Therefore, you must affirmatively take action to vote your shares at our Annual Meeting. If you do not affirmatively vote your shares, your shares will not be voted (i) for the election of ~~directors,~~directors; (ii) on the advisory vote on the compensation of our named executive ~~officers, or~~officers; (iii) on the advisory vote on the frequency of future advisory votes on the compensation of our named executive officers; (iv) on the Cummins Inc. Employee Stock Purchase Plan, as amended; (v) on the shareholder proposal regarding an independent chairman of the ~~board.~~board; or (vi) on the shareholder proposal regarding linking executive compensation to achieving 1.5°C emissions reductions.

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PROXY SUMMARY

CUMMINS~~2022~~2023 PROXY

PROXY SUMMARY

This summary highlights selected information contained in this proxy statement, but it does not contain all the information you should consider. We urge you to read the whole proxy statement before you vote. This proxy statement is being made available to shareholders on or about March ~~28, 2022.~~27, 2023.

WE WILL BE VOTING ON THE FOLLOWING MATTERS:

Agenda Item

Voting Recommendation

More Information

Election of ~~thirteen~~twelve directors nominated by Cummins’ Board

FOR EACH NOMINEE

Page 16

Advisory vote on the compensation of our named executive officers

FOR

Page 6773

Advisory vote on the frequency of future advisory votes on the compensation of our named
executive officers

SUBMITTED EVERY YEAR

Page 74

Ratification of independent public accountants

FOR

Page 6875

4.5.

Approval of the Cummins Inc. Employee Stock Purchase Plan, as amended

FOR

Page 79

Shareholder proposal regarding an independent chairman of the board

AGAINST

Page 7281

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

Chair

Member

~~(1)~~

~~We anticipate appointing~~*

Cummins expects that Mr. Belske will assume the role of Chair of the ~~Governance & Nominating~~Audit Committee ~~from among the independent Directors at~~immediately following the Annual Meeting.

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CUMMINS~~2022~~2023 PROXY

PROXY SUMMARY

Our ~~2021 Performance~~*Our 2022 Performance*

In ~~2021,~~2022, our revenues ~~increased by 21~~reached a record $28.1 billion. Excluding Meritor, Inc. (“Meritor”), the acquisition of which was completed on August 3, 2022, revenues were $26.2 billion, 9 percent ~~as global economies began to recover from the impact of the COVID-19 pandemic in 2020. Full year revenues~~higher than 2021. Sales in North America increased 1618 percent and ~~represented 55~~international revenues decreased 2 percent ~~of our total revenues, driven by increased demand for truck, construction and power generation equipment. International revenues increased by 29 percent, driven by stronger~~compared to 2021, as strong demand across ~~many of our~~all global markets ~~and regions.~~were partially offset by a market slowdown in China, as well as Russia, where operations have been suspended indefinitely. While we saw strong demand ~~improve~~ in most of our major markets, the ongoing ~~impacts of the COVID-19 pandemic have continued~~supply chain disruptions resulted in a collective inability to ~~constrain supply, resulting in part shortages and~~meet end-user demand, as well as elevated freight, labor and logistics costs, impacting our profitability.

~~In light of the supply challenges, we~~ We have ~~leveraged~~worked diligently to leverage our global footprint to ensure that we meet the needs of our customers while still delivering solid financial results.

For the full year, our earnings per share (EPS) was ~~$14.61,~~$15.12, up from ~~$12.01~~$14.61 in ~~2020.~~2021. The 2022 reported EPS includes the impact of costs related to the indefinite suspension of operations in Russia ($0.72 per diluted share), the costs related to the acquisition, integration and purchase accounting impact of Meritor ($0.67 per diluted share), and the costs related to the separation of the Filtration business ($0.45 per diluted share). The solid financial performance was made possible by our employees, who worked tirelessly to support our customers and manage through supplier shutdowns, part shortages and extended lead ~~times, while adjusting the way we work in order to mitigate the spread of the virus.~~times.

Key business highlights include:

See Annex A for reconciliation of GAAP to non-GAAP measures referenced in this section.

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PROXY SUMMARY

CUMMINS~~2022~~2023 PROXY

C~~omposition~~Composition of the B~~oard~~ Board

BOARD INDEPENDENCE AND DIVERSITY

Our Board represents a balance of longer-tenured members with in-depth knowledge of our business and newer members who bring valuable additional attributes, skills and experience. Eleven of our thirteen directors are independent and provide strong oversight of our long-term strategy. We believe that directors with different backgrounds and experiences makes our boardroom and our company stronger. Robert K. Herdman will be retiring from the Board and not standing for reelection at our Annual Meeting. Accordingly, our Board will consist of 12 directors following the conclusion of the Annual Meeting.

QUALIFICATIONS, SKILLS AND EXPERIENCE

Our Board embodies a broad and diverse set of qualifications, skills and experiences as illustrated below.

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CUMMINS~~2022~~2023 PROXY

PROXY SUMMARY

C~~orporate~~ G~~overnance~~ H~~ighlights~~Corporate Governance Highlights

We long have believed that good corporate governance is important in ensuring that we are managed for the long-term benefit of our shareholders.


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, ~~General Counsel~~Chief Legal Officer or third party (at discretion of Lead Director); facilitator schedules feedback call with each Board member annually; recommends any improvements or enhancements derived from evaluations • Annual feedback and evaluation session by each Committee Chair with its members on Committee performance; recommends any Committee improvements or enhancements
Board Oversight of Risk & ESG • Our Board and its Committees exercise robust oversight of the company’s enterprise risk management program with dedicated time to review the top tier risks at every regular Board meeting • Our Board or its Committees review ESG ~~strategy,~~strategies, risks and progress with dedicated time at every regular Board meeting	Shareholder Engagement • Board members routinely meet with top shareholders for conversations focused on our Board’s skill set and refreshment and its oversight of a variety of topics including company strategy, growth, risk management, governance and ESG issues	Board Refreshment and Diversity • 67 new directors added to Board since 2015 and 1110 new directors since 2008 • Board members represent diverse perspectives, including 5 female directors, 2 African-American directors and ~~2 directors~~1 director from Latin America

~~2021-2022 Recognition~~ H~~ighlights~~2022 Recognition Highlights

Our practices and policies have earned Cummins recognition on a range of issues.

NAMED TO THE 2022 S&P DOW JONES INDICES OF THE WORLD’S MOST SUSTAINABLE COMPANIES ~~IN 2021~~ FOR A SECOND CONSECUTIVE YEAR AND TO THE GROUP’S 2022 NORTH AMERICAN INDEX FOR 15A 16TH CONSECUTIVE ~~YEARS~~
YEAR.

~~NAMED ONE~~RANKED NO. 4 ON FORBES’ 2022 LIST OF THE ~~WORLD’S MOST ETHICAL COMPANIES~~BEST EMPLOYERS FOR DIVERSITY, UP FROM NO. 41 IN ~~2022~~ ~~FOR 15 CONSECUTIVE~~ ~~YEARS BY~~ THE ~~ETHISPHERE INSTITUTE, A LEADER IN ADVANCING ETHICAL BUSINESS PRACTICES~~MAGAZINE’S 2021 RANKING.

NAMED FOR A ~~TOP~~ 16TH CONSECUTIVE YEAR TO THE 2023 WORLD’S MOST ETHICAL COMPANIES LIST BY THE ETHISPHERE INSTITUTE, A LEADER IN ADVANCING ETHICAL BUSINESS PRACTICES .

��

RANKED NO. 27 ON INVESTOR’S BUSINESS DAILY’S 2022 100 ~~COMPANY~~BEST ESG COMPANIES LIST FOR PERFORMANCE ON ~~NEWSWEEK’S 2022~~ENVIRONMENTAL, SOCIAL AND GOVERNANCE MATTERS.

NAMED TO BARRON’S 2023 LIST OF AMERICA’S 100 MOST ~~RESPONSIBLE~~SUSTAINABLE PUBLICLY HELD COMPANIES

~~NAMED TO~~ ~~BARRON’S 2022~~RANKED NO. 67 AND NO. 1 IN THE COMMERCIAL VEHICLE AND MACHINERY CATEGORY IN JUST CAPITAL’S 2023 JUST 100 LIST OF AMERICA’S ~~100~~ MOST ~~SUSTAINABLE PUBLICLY HELD~~JUST COMPANIES. THE LIST POLLS AMERICANS ON THEIR PRIORITIES IN JUST BUSINESS BEHAVIOR AND THEN RANKS THE COUNTRY’S LARGEST COMPANIES AGAINST THOSE PRIORITIES.

~~TABLE OF CONTENTS~~

~~CUMMINS2022 PROXY~~

~~EXECUTIVE COMPENSATION~~

•

~~$93 million benefit from 2020 net operating profit after tax and $89 million from 2020 shareholders’ equity associated with a lower effective tax rate as a result of the 2017 tax legislation~~integration costs

•

$~~112~~111 million ~~benefit from 2021 net operating profit after tax~~of expense related to the indefinite suspension of operations in Russia, including inventory write-offs, account receivable write-offs, breach of contract accruals, employee severance, and ~~$107 million from 2021 shareholders’ equity associated with a lower effective tax rate as a result of the 2017 tax legislation~~other required expenses

ROIC AND EBITDA PERFORMANCE TARGETS FOR THE ~~2020-2022~~2021-2023 AND ~~2021-2023~~2022-2024 AWARD CYCLES

The table below summarizes the ROIC and EBITDA targets for the ~~2020-2022~~2021-2023 award cycle.

	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%

(1)

Interpolate for performance between discrete points

(2)

Plan does not require that both measures are above threshold for a payout to occur

The table below summarizes the ROIC and EBITDA targets for the ~~2021-2023~~2022-2024 award cycle.

	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%

(1)

Interpolate for performance between discrete points

(2)

Plan does not require that both measures are above threshold for a payout to occur

One-T~~ime~~ E~~quity~~ A~~wards~~

~~As previously disclosed, based on~~

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EXECUTIVE COMPENSATION

CUMMINS2023 PROXY

One-Time Bonus and Special Equity Awards

In recognition of the additional responsibilities assumed by ~~Mr. Satterthwaite upon his appointment to the Vice Chairman role,~~Ms. Barner during her service as Interim Chief Human Resources Officer for nine months of 2022, the Talent Management and Compensation Committee awarded ~~Mr. Satterthwaite~~Ms. Barner a) one-time ~~performance based restricted stock unit grant with a target~~unrestricted cash bonus payment of $750,000. This bonus was paid to Ms. Barner on November 4, 2022. The value of ~~$3,000,000(1)~~, effective March 1, 2021. The grant is subject to ratable vesting over three years beginning on the first anniversary of the grant date, contingent upon the achievement of annual performance objectives, as determined by the Committee.

~~The award value~~this bonus was determined by assessing ~~Mr. Satterthwaite’s position to~~the approximate median target total short-term compensation opportunity of a Chief Human Resources Officer in the external ~~market. Adding $1,000,000 per year on an amortized basis brings Mr. Satterthwaite’s total direct compensation slightly above the median of the~~ market, ~~which we feel is appropriate given the importance of Mr. Satterthwaite’s position and the fact that the award is contingent upon meeting critical strategic initiatives~~pro-rated for the ~~company.~~nine-month period of service. This bonus did not affect the calculation of Ms. Barner’s eligible compensation for purposes of her 2022 variable compensation nor will it factor into the calculation of any defined benefit retirement program.

At the end of 2021, we determined that the first year’s performance goals, which related to leadership development and the identification and completion of strategic projects, had been satisfactorily completed. The achievement of the performance goals for the second and third years of the grant will be evaluated following the completion of each year.

As previously disclosed, given the company’s desire to retain highly capable and sought-after business leaders, the Talent Management and Compensation Committee awarded ~~Mr. Padmanabhan~~Ms. Embree a ~~one-time~~special restricted stock award, with a target value of ~~$1,000,000~~$500,000(1), effective March 1, ~~2021.~~2022. The grant is subject to ratable vesting over three years beginning on the second anniversary of the grant date.

A similar award consisting of a special restricted stock award, with a target value of $500,000 was also provided to Ms. Embree effective on August 1, 2021. This grant is also subject to ratable vesting over three years beginning on the second anniversary of the grant date.

The total award value between the two grants was chosen as an amount that would be sufficient to retain ~~Mr. Padmanabhan.~~Ms. Embree. Additionally, the award further strengthens the ownership stakes of a high performing executive who plays a critical role in the company’s success.

(1)

The target dollar value of the equity grants noted above does not reflect the grant date fair value for purposes of U.S. GAAP. Instead, based upon the target dollar value of the equity awards, the actual number of restricted stock units or shares of restricted stock granted was determined by dividing the target dollar value by an average of the closing prices of our common stock over a six-month period.

The Compensation Decision Process

~~TABLE OF CONTENTS~~

~~EXECUTIVE COMPENSATION~~

~~CUMMINS2022 PROXY~~

The C~~ompensation~~ D~~ecision~~ P~~rocess~~

ROLE OF OUR TALENT MANAGEMENT AND COMPENSATION COMMITTEE

The Talent Management and Compensation Committee reviews and discusses the Board’s evaluation of the ~~Chairman~~President and Chief Executive Officer’s performance, including the progress made in implementing Cummins’ business strategy and achieving specific long- and short-term business objectives. The Committee considers those discussions and the results of the formal review to determine the compensation of our Chief Executive Officer for the coming year. The Committee Chair then informs the Board of the Committee’s decisions. Members of management do not make recommendations regarding the compensation of our President and Chief Executive Officer.

ROLE OF OUR CHIEF EXECUTIVE OFFICER

For other ~~Officers,~~executives, including the NEOs, the President and Chief Executive Officer considers performance and makes individual recommendations to the Committee on base salary, annual incentive targets, and long-term incentive targets. This review occurs annually at the February Talent Management and Compensation Committee meeting, which is the first meeting of the year and provides the earliest opportunity to review and assess individual and corporate performance for the previous year.

The Talent Management and Compensation Committee evaluates each officer’s compensation relative to the market median for similar positions and considers internal equity and the experience, tenure, potential and performance of each officer and modifies and approves, as appropriate, these recommendations.

ROLE AND INDEPENDENCE OF OUR COMPENSATION CONSULTANT

For ~~2021,~~2022, the Talent Management and Compensation Committee engaged Farient Advisors LLC, or Farient, as its independent compensation consultant to provide input and advice to the Committee. The consultant also advises the Committee on non-employee director compensation. Other than the services provided to the Committee, Farient does not provide any other services to our company. Our Committee maintains a formal process to ensure the independence of any executive compensation advisor engaged by the Committee, including consideration of all factors relevant to the advisor’s independence from management, including those factors specified by the NYSE listing rules. The Committee assessed the independence of Farient in light of those factors and concluded that Farient is an independent compensation advisor and that its work for the Committee did not raise any conflict of interest.

The Committee oversees the work of the consultant and has final authority to hire or terminate any consultant. The Committee also annually reviews structural safeguards to assure the independence of the consultant.

C~~ompensation~~ D~~ecisions~~ P~~ertaining~~

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CUMMINS2023 PROXY

EXECUTIVE COMPENSATION

Compensation Decisions Pertaining to our N~~amed~~ E~~xecutive~~ O~~fficers~~ Named Executive Officers

The discussion below outlines each NEO’s responsibilities, performance highlights for ~~2021,~~2022, the compensation decisions made, and incentive outcomes for each individual.

The Talent Management and Compensation Committee believes the ~~2021~~2022 compensation packages for our NEOs and our executive compensation program align the interests of our shareholders and executives by emphasizing variable, at-risk compensation tied to measurable performance goals using an appropriate balance of short-term and long-term objectives.

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.

Ms. Rumsey served as our President and Chief Executive Officer in 2022. She was promoted to this role in August 2022 after serving as President and Chief Operating Officer. As part of the promotion, taking into account the median levels indicated by benchmarking data relating to her new role, the TMCC increased Ms. Rumsey’s base salary to $1,500,000, set her target annual bonus to $2,625,000 (175% of base salary), and increased her target long-term incentive award to $7,500,000. Ms. Rumsey’s target total direct compensation in 2022 compared to 2021 is shown in the charts above.

In 2022, Ms. Rumsey:

•

Led the company’s overall operations delivering a 9% increase in organic sales and 13% increase in EBITDA, in the midst of significant supply chain and logistics challenges. ROIC increased to 16.7% from 15.1% in 2021, excluding the impact of the Meritor acquisition.

•

Played a leadership role in advancing key Cummins strategies including our Destination Zero decarbonization strategy, advancing partnerships, and launching new products globally.

•

Continued to work with OEM and end user customers to deliver value through improved product quality and performance and excellent product support.

•

Actively engaged and communicated with employees to inspire and motivate them and ensure we create the right environment for their success in delivering our mission, vision, and values.

•

Advanced the company’s diversity, equity & inclusion efforts through involvement in the Chairman’s Diversity Council.

•

Co-sponsored the Cummins Power Women Corporate Responsibility Initiative.

•

Partnered with Mr. Linebarger to smoothly transition into the CEO role in August.

Ms. Rumsey’s target compensation compared to her realized compensation for 2022 is shown in the table below:

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

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40EXECUTIVE COMPENSATION

CUMMINS~~2022~~2023 PROXY

~~EXECUTIVE COMPENSATION~~41

N. Thomas Linebarger

~~Chairman and Chief~~ Executive ~~Officer~~Chairman

(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~~Table because the table shows earned not target annual incentive awards.

(3)

The salary shown for ~~2020 is before the reduction in~~2022 reflects Mr. Linebarger’s salary ~~because of~~effective in August 2022 after he transitioned from Chairman and Chief Executive Officer to Executive Chairman.

(4)

The target incentive values for 2022 reflect the ~~COVID-19 pandemic.~~pro-rated amounts that Mr. ~~Linebarger’s actual salary for 2020 was $1,214,063.~~Linebarger received after he transitioned from Chairman and Chief Executive Officer to Executive Chairman.

Mr. Linebarger served as our Chairman of our board and Chief Executive Officer ~~in 2021. He has held this role since 2012.~~from 2012 to August 2022. At the beginning of ~~2021,~~2022, the TMCC determined to maintain Mr. Linebarger’s salary, target annual bonus, and target long-term incentive atcompared to the levels established in ~~2020.~~2021. Mr. Linebarger’s pay was adjusted, however, in August 2022 when he transitioned from Chairman and Chief Executive Officer to Executive Chairman. The following pay adjustments were made as part of the role change.

•

Mr. Linebarger’s salary decreased from $1,575,000 to $1,150,000

•

Mr. Linebarger’s annual bonus target ~~total direct compensation in 2021 compared~~incentive as a percentage of base salary decreased from 160% to ~~2020 is shown~~150%.

•

Mr. Linebarger’s annual target long term incentive for the 2022-2024 performance cycle was reduced from $9,000,000 to $1,750,000. This was calculated by taking 7 months of service in the ~~charts above.~~role as Chairman and Chief Executive Officer divided by 36 months in the performance cycle to arrive at a pro-ration factor of 19.44%.

The Committee felt that Mr. Linebarger’s 2022 final pay package was appropriate for his role as Executive Chairman and aligned to the external market for a role of similar responsibilities.

In ~~2021,~~2022, Mr. Linebarger:

•

~~Exceeded financial targets with revenue~~Delivered record revenues of ~~$24~~$28.1 billion and net income of ~~$2.1B, and adjusted ROIC of 16% for the year despite continued pandemic and supply chain challenges~~$2.2 billion.

•

Led a successful succession of the CEO role.

•

With our lead Director, ensured the collective membership of our company’s Board comprise diversity of experience, tenure, race, and ~~gender~~gender.

•

Demonstrated strong commitment toward the company’s Destination Zero decarbonization goals, including significant investment in fuel cell, electrolyzer, and battery electric technologies, and serving as the Chairman of the Hydrogen ~~Council~~Council.

•

Advanced the company’s diversity, equity & inclusion efforts through leadership of the Chairman’s Diversity Council, investment in external community partnerships focused on racial justice, and sponsorship of an immersive program to expand our executive leadership team’s understanding of and competency in talking about ~~race~~race.

Mr. Linebarger’s target compensation compared to his realized compensation for ~~2021~~2022 is shown in the table below:

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

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~~EXECUTIVE COMPENSATION~~42

CUMMINS~~2022~~2023 PROXY

41EXECUTIVE COMPENSATION

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 ~~table~~Table because the table shows earned not target annual incentive awards.

~~(3)~~

~~The salary shown for 2020 is before the reduction in Mr. Smith’s salary because of the COVID-19 pandemic. Mr. Smith’s actual salary for 2020 was $628,646.~~

Mr. Smith served as our Vice President – Chief Financial Officer in ~~2021.~~2022. He has held this role since 2019. At the beginning of ~~2021,~~2022, the TMCC ~~determined to maintain~~increased Mr. Smith’s base salary, target annual bonus, and target annual long-term incentive award atto better align him with the ~~levels established in 2020.~~external market. Mr. Smith’s target total direct compensation in ~~2021~~2022 compared to ~~2020~~2021 is shown in the charts above.

In ~~2021,~~2022, Mr. Smith:

•

~~Maintained strong liquidity for~~Worked closely with our global ~~operations~~business leaders to ~~support investment, future growth,~~deliver Sales of $28.1 billion, EBITDA of $3.8 billion and ~~operating flexibility~~Earnings Per Share per of $15.12 in ~~the face of many challenges in 2021~~2022, all record figures.

•

Ensured that the company maintained strong financial controls ~~while~~and liquidity.

•

Successfully completed the ~~majority~~acquisition of Meritor and led the preparation for the future separation of our ~~global finance employees worked from home in response to the COVID-19 pandemic~~

•

~~Worked closely with other Cummins leaders to identify opportunities to~~Filtration business, as we reposition our ~~portfolio of businesses~~business to ~~strengthen our growth potential as we~~ lead the decarbonization of our ~~industry~~industry.

•

Continued our focus on our talent management strategy resulting in increased representation of ~~Black~~black and ~~LatinX~~female employees in ~~our~~finance leadership positions in the U.S. ~~finance organization in 2021~~

Mr. Smith’s target compensation compared to his realized compensation for ~~2021~~2022 is shown in the table below:

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

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42EXECUTIVE COMPENSATION

CUMMINS~~2022~~2023 PROXY

~~EXECUTIVE COMPENSATION~~43

Tony Satterthwaite

Senior Vice ~~Chairman~~President

(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 ~~the $3,000,000~~a one-time performance-based restricted stock unit grant with a target grant value of $3,000,000 that Mr. Satterthwaite received ~~as outlined~~ in ~~the One-Time Equity Awards section.~~

~~(3)~~

~~The salary shown for 2020 is before the reduction in Mr. Satterthwaite’s salary because~~2021. Two-thirds of the ~~COVID-19 pandemic. Mr. Satterthwaite’s actual salary for 2020 was $655,208.~~restricted stock unit grant has been earned based on performance in 2021 and 2022.

Mr. Satterthwaite was appointed ~~to the role of~~Senior Vice ~~Chairman~~President in ~~March 2021. He previously~~August 2022. Previously, he served as ~~President and Chief Operating Officer.~~Vice Chairman. At the beginning of ~~2021,~~2022, the TMCC determined to maintain Mr. Satterthwaite’s base salary and target annual bonus at the levels established in ~~2020.~~2021. The Committee also kept Mr. Satterthwaite’s target long-term incentive at the same level of $2,300,000. The Committee, however, did provide Mr. Satterthwaite with a one-time performance-based restricted stock unit grant with a target value of $3,000,000 based on the additional responsibilities assumed upon his appointment to the Vice Chairman role. Additional details for this grant can be found in the One-Time Equity Awards section.

Mr. Satterthwaite’s target total direct compensation in ~~2021~~2022 compared to ~~2020~~2021 is shown in the charts above.

In ~~2021,~~2022, Mr. Satterthwaite:

•

~~Engineered our response to~~Led a leadership development program that reached 1800 employees in 5 regions of the ~~ongoing COVID pandemic including vaccination policies, return to office decisions and the continued health and safety of our essential on-site employees~~world.

•

~~Initiated a~~Drove work to support long-term ~~process automation project to improve SG&A costs~~supply chain sustainability for our core business.

•

~~Served as interim Supply Chain Leader for 3 months, supporting strong demand in many markets~~Expanded business with a strategic customer into a new part of the world.

•

~~Led strategy work for multiple engine partnership deals and~~Supported the future separation of our ~~New Power business~~Filtration business.

•

~~Launched~~Refreshed our Digital Strategy to focus on customer value and internal efficiencies.

•

Advanced SG&A process improvements to reduce cost.

•

Achieved original 2030 targets for Cummins Water ~~Works, a critical Corporate Responsibility program to reduce our water usage and increase water availability to our communities~~Works.

Mr. Satterthwaite’s target compensation compared to his realized compensation for ~~2021~~2022 is shown in the table below:

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

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43EXECUTIVE COMPENSATION

~~Jennifer Rumsey~~Tracy Embree

[MISSING IMAGE: ph_tracyembree-4clr.jpg]

Vice President and ~~Chief Operating Officer~~President
Distribution

(1)

~~2021 pay for Ms. Rumsey reflects her pay as of March 2021 when she was promoted to President and Chief Operating Officer.~~

~~(2)~~

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.

~~(3)~~
(2)

The target incentive values differ from those shown in the Summary Compensation ~~table~~Table because the table shows earned not target annual incentive awards.

~~(4)~~
(3)

The ~~salary shown~~target annual LTI amounts for ~~2020 is before~~2021 and 2022 each include a $500,000 time-vesting restricted stock grant that Ms. Embree received in each year, as outlined in the ~~reduction in Ms. Rumsey’s salary~~One-Time Bonus and Special Equity Awards Section. These amounts are characterized as “at risk” solely because the value of the ~~COVID-19 pandemic. Ms. Rumsey’s actual salary for 2020 was $531,250.~~grants depends on the value of our stock.

Ms. ~~Rumsey~~Embree served as our ~~President and Chief Operating Officer in 2021. She was promoted to this role in March 2020 after serving as~~ Vice President and President – ~~Components. As part~~Distribution in 2022. She has held this role since 2019. At the beginning of ~~the promotion, taking into account the median levels indicated by benchmarking data relating to her new role,~~2022, the TMCC ~~increased~~determined to increase Ms. ~~Rumsey’s~~Embree’s base salary, ~~to $740,000, set her~~ target annual bonus, and long term incentive to ~~$703,000 (95% of base salary), and provided a target long-term incentive award of $2,300,000.~~better position her with the external market. Ms. ~~Rumsey’s~~Embree’s target total direct compensation in ~~2021~~2022 compared to ~~2020~~2021 is shown in the charts above.

In ~~2021,~~2022, Ms. ~~Rumsey:~~Embree:

•

~~Led~~Managed through the ~~company’s overall operations, delivering a 21% increase in revenue over 2020 amid significant~~ supply chain and ~~logistics~~labor sourcing challenges for the Distribution segment while ensuring our customers were supported and the business delivered record EBITDA as a percentage of revenue.

•

~~Successfully launched~~Introduced the new ~~products globally~~vision for customer support and ensured that the plans for the Regional operating teams were defined and aligned.

•

Partnered with the digital and IT functions to drive improvements in our sales and service platforms and tools and ensured that we have a roadmap for our digital investments in our business.

•

Supported the development of our leaders and ensured over 750 Distribution Business Unit (DBU) Global leaders participated in Building Success in You, a training program focused on Cummins Leadership Culture and Behaviors.

•

Sponsored critical leadership development activities including ~~on-highway products~~our Global Leadership Representation mentoring program, two cohorts of Building Success in ~~the US, Europe, and China to meet the next generation of emissions requirements~~You, and the ~~Endurant Automated Manual transmission in China~~Asia Pacific Global Leadership Development Cohort.

•

~~Continued to work~~Partnered with ~~OEM and end user customers~~the CEO to deliver ~~value through improved product quality and performance and excellent product support~~Authentic Leadership as part of our Executive Development Program.

•

~~Played a leadership role in key~~Co-Sponsored our Cummins ~~strategies including our Destination Zero decarbonization strategy~~PSIF safety initiative.

•

~~Co-sponsored the Cummins Power Women Corporate Responsibility initiative~~

Ms. ~~Rumsey’s~~Embree’s target compensation compared to her realized compensation for ~~2021~~2022 is shown in the table below:

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

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~~Srikanth Padmanabhan~~Sharon Barner

Vice President ~~and President,~~
~~Engine Business~~– Chief Administrative Officer & Corporate Secretary

(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~~Table because the table shows earned not target annual incentive awards. The target annual LTI for 2021 includes the $1,000,000 time-vesting restricted stock grant that Mr. Padmanabhan received, as outlined in the One-Time Equity Awards section and is characterized as “at-risk” because the value of the grant depends on the value of our stock.

(3)

The ~~salary shown~~$750,000 one-time bonus payment made to Ms. Barner in recognition of her service as interim Chief Human Resources Officer is excluded from this chart as it was not part of her target compensation for ~~2020 is before the reduction in Mr. Padmanabhan’s salary because~~2022.

(4)

2021 pay for Ms. Barner reflects her pay as of ~~the COVID-19 pandemic. Mr. Padmanabhan’s actual salary for 2020~~March 2021 when she was ~~$540,104.~~promoted to Vice President – Chief Administrative Officer & Corporate Secretary.

~~Mr. Padmanabhan~~Ms. Barner served as our Vice President ~~and President, Engine Business~~– Chief Administrative Officer & Corporate Secretary in ~~2020. He~~2022. She has held this role since ~~2016.~~2021. At the beginning of ~~2021,~~2022, the TMCC determined to increase ~~Mr. Padmanabhan’s~~Ms. Barner’s base salary and target annual bonus to better ~~position him~~align her with the external ~~market while maintaining his target annual bonus.~~market. The Committee ~~also~~ kept ~~Mr. Padmanaban’s~~Ms. Barner’s target long-term incentive at the same level of $1,500,000. ~~The Committee, however, did provide Mr. Padmanabhan with a $1,000,000 restricted stock grant based on retention considerations. Additional details~~

In 2022, Ms. Barner:

•

Served as Interim Chief Human Resource Officer for ~~this grant can be found~~9 months, leading the adoption of an international remote work policy, implementing broad-based compensation redesign, and revamping our performance management process.

•

As Corporate Secretary, led the transition of outgoing lead director to new lead director and transition of CEO to Chairman of the Board and COO to new President and CEO.

•

Led synergy realization of key functions including HR, communications, marketing, legal and facilities regarding integration of Jacobs and Meritor acquisitions.

•

Led cross-functional team in the ~~One-Time Equity Awards section. Mr. Padmanabhan’s target total direct compensation~~wind down of operations in ~~2021 compared to 2020 is shown in the charts above.~~

~~In 2021, Mr. Padmanabhan:~~

•

~~Managed through unprecedented supply chain disruptions for the Engine segment while continuing to meet customer demand and deliver strong EBITDA performance~~Russia.

•

~~Increased share in key markets around~~Led marketing, communications, Cummins business services, facilities, HR and other functions to support the ~~world, propelled by the reliable quality performance~~future separation of our ~~products~~Filtration business.

•

~~Introduced multiple new next-generation products positioned~~Partnered with our CEO to ~~help~~co-lead our Cummins Advocates for Racial Equity program (“CARE”) engaging more than 150 Cummins employee volunteers, investing nearly $10 million in 2022 and positively impacting over 300 black owned businesses. Ms. Barner co-leads the ~~world reach its net zero carbon goals, including natural gas~~economic empowerment workstream and ~~hydrogen internal combustion engines and the industry’s first-of-its-kind fuel agnostic engine platforms~~developed a Supplier Sponsorship Program for Black Owned Enterprises to increase supplier spend by at least 20% year-over-year.

•

~~Led an aggressive global internal combustion engine customer partnership strategy, supporting the industry in its sustainable transition~~

•

~~Delivered historic record volumes of nearly 1.5 million engines for the Engine Business amidst the pandemic~~

•

~~Championed the company’s inclusion efforts by sponsoring the South Asian and East Asian Employee resource group~~

•

~~Sponsored an ambitious local community coalition initiative on EquityWorks, promoting equity for all children by the end of the decade and our CARE efforts on biracial youth in Columbus~~

~~Mr. Padmanabhan’s~~Ms. Barner’s target compensation compared to ~~his~~her realized compensation for ~~2021~~2022 is shown in the table below:

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

As referenced in the One-Time Bonus and Special Equity Awards Section, Ms. Barner received a special one-time cash bonus of $750,000 in recognition of her service as the interim Chief Human Resources Officer. Ms. Barner served as the Interim Chief Human Resources Officer for 9 months in 2022 in addition to her responsibilities as Vice President – Chief Administrative Officer & Corporate Secretary. The value of the award was determined by assessing the approximate median short-term compensation opportunity of a Chief Human Resources Officer in the external market, pro-rated for this 9-month period. This $750,000 one-time cash bonus is not reflected in the above table.

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A~~nnual~~ C~~ompensation~~ R~~isk~~ A~~ssessment~~Annual Compensation Risk Assessment

In ~~2021,~~2022, the Talent Management and Compensation Committee conducted its annual risk assessment of our compensation policies and practices. The Committee evaluated the levels of risk-taking encouraged by our compensation arrangements to determine whether they were appropriate in the context of our strategic plan and annual budget, our compensation objectives, and Cummins’ overall risk profile. The Committee also reviewed the robust risk-mitigation features of our compensation program, the most significant of which are outlined below.

	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.
	~~Performance-~~ ~~Based Measurement~~		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.
	~~Time~~ ~~Horizon~~		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		~~Clawback~~ ~~Policy~~ Other Risk Mitigators		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.
	~~Other Risk~~ ~~Mitigators~~		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.
	~~Exclusion of~~ ~~Unusual~~ ~~Items~~		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.

As a result of its review, the Committee concluded that Cummins has a balanced executive compensation program that does not drive excessive financial ~~risk-taking. We believe~~risk-taking, and that risks arising from our compensation policies and practices are not reasonably likely to have a material adverse effect on our company.

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B~~enefits~~Benefits

Our officers, including our Named Executive Officers, participate in a full range of health, welfare and retirement benefits and are covered by the same plans as other exempt employees. We target our total benefit package to be at the median of the market.

In addition to these benefits, our U.S. officers, including our Named Executive Officers, participate in a supplemental life insurance and deferred income program that is designed to attract and retain key leadership talent in senior positions. This program provides additional life insurance equal to three times base salary while the officer is an active employee, and additional retirement payments, which are offset by and coordinated with payments from our regular retirement plans.

The supplemental retirement provision “tops up” the pension available from our regular pension plans to provide a total benefit based on a percentage of the officer’s highest average consecutive 60-month base salary and annual bonus received during the last 10 years of employment. The total replacement formula is 2% for each of the first 20 years and 1% for each of the next 10 years, with a maximum 50% total benefit for all officers other than Mr. Linebarger, who is eligible for an additional 10% benefit.

Our U.S. officers, including our Named Executive Officers, are also eligible to participate in our non-qualified deferred compensation plan. This program is designed to provide financial planning opportunities for capital accumulation on a tax-deferred basis and to meet competitive market practice.

A majority of our employees, including our Named Executive Officers, are eligible to participate in our employee stock purchase plan. Under the employee stock purchase plan, each eligible employee may authorize the withholding of 1-15% of base pay each pay period to be used to purchase shares of our common stock for the employee’s account on the open market. Cummins makes a matching contribution in cash in an amount sufficient to give employees a 15% discount on the purchase price of these shares.

P~~erquisites~~Perquisites

Perquisites do not constitute a major element of our executive compensation program.

Our officers, including our Named Executive Officers, are entitled to the services of a financial counselor for estate- and tax-planning advice and tax return preparation. Cummins pays the fees for these services, which are detailed in the Summary Compensation Table.

Our officers, including our Named Executive Officers, may use our aircraft for reasonable personal use, following a prescribed approval process. The Talent Management and Compensation Committee reviews the level of usage annually. We believe that allowing our officers to use a company-owned plane for limited personal use saves time and provides additional security for them, which ultimately benefits Cummins. The aggregate incremental cost of personal aircraft use by our Named Executive Officers is detailed in the Summary Compensation Table.

Executive physical examinations are available for all officers, including our Named Executive Officers. The Committee considers this practice to be good corporate governance and a direct benefit to Cummins’ shareholders.

E~~xecutive~~ C~~ompensation~~ P~~olicies~~Executive Compensation Policies

COMPENSATION RECOUPMENT

Our incentive compensation awards are subject to our compensation recoupment, or “clawback” policy. This policy provides that, if any of our financial statements are required to be materially restated due to the fraudulent actions of any officer, the Talent Management and Compensation Committee may direct that we recover all or a portion of any award or any past or future compensation other than base salary from the responsible officer with respect to any year for which our financial results are adversely affected by such restatement.

~~Effective January 1, 2021, we adopted a modified clawback~~The policy ~~under which we are~~ also ~~authorized~~authorizes us to recover incentive-based compensation erroneously awarded to an officer on the basis of a financial reporting measure that is subject to an accounting ~~restatement. The modified clawback policy also authorizes us~~restatement, and to recover incentive compensation paid or awarded to an officer if the officer engages in certain types of misconduct specified in the policy and that misconduct has caused, or might reasonably be expected to cause, significant reputational or financial harm to our company.

We expect to modify our clawback policy to comply with the SEC’s recently issued regulations and the implementing stock exchange listing standards.

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POST-EMPLOYMENT COMPENSATION AND CHANGE IN CONTROL PROTECTIONS

We do not have formal severance agreements with any of our Named Executive Officers. However, we have a policy of paying severance under certain circumstances to officers whose employment is terminated, and certain of our plans provide for other benefits upon certain change-in-control events and terminations of employment. These arrangements are described in detail under “Potential Payments Upon Termination or Change in Control.” The purposes of these benefits are to encourage our key executives to concentrate on taking actions that are in the best interests of our shareholders without regard to whether such actions may ultimately have an adverse impact on their job security, and to enable key executives to provide objective advice on any potential change in control without undue concern for their personal financial situations. The Talent Management and Compensation Committee periodically reviews and modifies these benefits to ensure they continue to meet these objectives.

Under our change in control compensation protection arrangements, benefits would be provided following a qualified change in control and termination without “cause” by the company or termination by the officer for “good reason” within two years of the change in control. Upon the occurrence of both triggering events, the following benefits would be provided to any affected Named Executive Officer:

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

In addition to the severance provisions of our change in control compensation protection arrangements, awards under our long-term compensation plans provide for accelerated vesting upon a change in control only if the awards are not assumed or replaced or if the award holder’s employment is also terminated by us (or the surviving entity) without cause or by the award holder with good reason within two years after the change in control.

Our change in control compensation protection arrangements do not provide for tax gross-ups for excise taxes imposed because of the “golden parachute” excise tax provisions of Code Sections 280G and 4999. Instead, the arrangements provide that, if excise taxes are imposed because of the golden parachute excise tax provisions of Code Sections 280G and 4999, the Named Executive Officer’s change in control compensation protections will either be cut back to below the level that would trigger the imposition of the excise taxes, or paid in full and subjected to the excise taxes, whichever results in the better after-tax outcome to the Named Executive Officer.

CONFIDENTIALITY AND NON-COMPETE AGREEMENTS

Each of our Named Executive Officers has signed an agreement not to disclose our confidential information or to accept employment with certain competitors during, and for 12 months after, the time the officer is employed by us.

STOCK OWNERSHIP REQUIREMENTS

The Talent Management and Compensation Committee believes our officers should own a significant amount of our stock to further link their economic interests to those of our shareholders. To underscore this, we require officers to own a number of shares of our common stock having a total value equal to the following multiples of their respective base salaries:

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

An officer’s direct and indirect ownership of our common stock counts toward the ownership requirements whereas unexercised stock options and unearned performance shares do not.

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Because our stock value may vary, ownership requirements are expressed as a set number of shares for defined salary bands. The number of required shares is reviewed annually and established by the Committee based on an average stock price over a three-year period.

Officers have five years from the date of initial appointment to meet their ownership requirement. An officer whose salary increases to the new band (and higher stock ownership requirement) has three years from the date of the increase to achieve the higher level. Subject to limited exceptions, officers may not sell any shares until they reach their stock ownership guideline, and then they may only sell Cummins’ shares to the extent their stock ownership would not drop below their required level.

All of our Named Executive Officers are already in compliance with, or still have time to meet, their stock ownership requirement.

As described under “Director Compensation,” we also have formal stock ownership guidelines for non-employee Board members. All of our non-employee directors have either satisfied this requirement or have additional time to do so.

PLEDGING AND HEDGING POLICY

We maintain a policy under which our officers and directors are prohibited from engaging in forms of hedging or monetization transactions involving the establishment of a short position in our common stock, such as zero-cost collars and forward sale contracts. They are also prohibited from entering into any arrangement that, directly or indirectly, involves the pledge of our securities or other use of our securities as collateral for a loan. Our anti-pledging and anti-hedging policy does not apply to employees who are not officers or directors.

The T~~alent~~ M~~anagement~~The Talent Management & C~~ompensation~~ C~~ommittee~~
R~~eport~~Compensation Committee Report

The Talent Management and Compensation Committee of the Board of Directors reviewed and discussed the preceding Compensation Discussion and Analysis with management. Based on such review and discussions, the Committee recommended to the Board that the Compensation Discussion and Analysis be included in this Proxy Statement for incorporation by reference into the company’s Annual Report on Form 10-K for the year ended December 31, ~~2021.~~2022.

Respectfully submitted,

GEORGIA R. NELSON, CHAIR

CARLA A. HARRIS
~~ALEXIS M. HERMAN~~

THOMAS J. LYNCH

WILLIAM I. MILLER

The summary compensation table and supplemental tables on the following pages disclose compensation information for our Named Executive Officers during our last three completed fiscal years (or such shorter period for which the Named Executive Officer was a Named Executive Officer).

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~~2021 Summary~~ C~~ompensation~~ T~~able~~2022 Summary Compensation Table and S~~upplemental~~ T~~ables~~ Supplemental Tables

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
J. W. Rumsey, President and Chief Executive Officer(8)																				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

(1)

Salary amounts for 2020 reflect a temporary salary reduction (50% for Mr. Linebarger and 25% for our other NEOs for whom 2020 amounts are shown) that was in effect from the last pay period in April through September 30, 2020 in response to the effects of the COVID-19 pandemic.

(2)

Our annual bonuses are performance based, not discretionary, and are therefore included as Non-Equity Incentive Plan Compensation in the table above. The bonus shown for Ms. Barner is a one-time unrestricted cash bonus payment in recognition of the additional responsibilities she assumed during her service as Interim Chief Human Resources Officer for nine months of 2022.

(3)

The Stock Awards column represents the fair value on the grant date, computed in accordance with Financial Accounting Standards Board Accounting Standards Codification Topic 718, which we refer to as ASC Topic 718, for stock awards, which were made pursuant to the 2012 Omnibus Incentive Plan, based upon the probable outcome of the performance conditions, consistent with the estimate of aggregate compensation cost to be recognized over the service period determined as of the grant date under ASC Topic 718. Additional information about the assumptions that we used when valuing equity awards is set forth in our Annual Reports on Form 10-K in Note 1820 to the Consolidated Financial Statements for ~~2021.~~2022. Pursuant to SEC rules, the amounts shown exclude the impact of estimated forfeitures related to service-based vesting conditions. The ~~values shown relate entirely to performance shares for each of the NEOs except as follows: the~~ value shown for ~~Mr. Satterthwaite~~Ms. Embree includes the fair value of ~~his one-time equity award that took the form of performance-based restricted stock units with a fair value of $3,477,911; and the value shown for Mr. Padmanabhan includes the fair value of his~~her one-time equity award that took the form of shares of restricted stock with a fair value of ~~$1,159,216.~~$196.07. Performance shares are earned based on our financial performance over a three-year period, and the shares earned are not restricted after the performance period. The maximum values of the ~~2021~~2022 awards at the grant date assuming the highest level of performance conditions are attained are as follows: J.W. Rumsey – $8,957,135; N. T. Linebarger – ~~$13,758,031;~~$10,049,669; M. A. Smith ~~-$3,059,512;~~– $2,511,509; L. L. Satterthwaite $2,569,662; T.A. Embree – ~~$6,991,951; J. W. Rumsey~~$2,132,450; S.R. Barner – ~~$3,514,041; S. Padmanabhan – $3,451,406.~~$1,675,551.

(4)

~~As described above under~~Starting with the ~~heading “Long-Term Incentive Compensation,” for our~~ 2021 ~~long-term incentive program,~~grant, the Talent Management and Compensation Committee eliminated stock options from the pay mix and weighted performance shares 70% and performance cash 30%. Accordingly, no stock option awards were granted to our NEOs in ~~2021.~~2022.

(5)

The amounts shown in this column for ~~2021~~2022 consist of (i) payments made in March ~~2022~~2023 under the Annual Bonus Plan for ~~2021~~2022 performance and (ii) payments for the performance cash component of our long term incentive compensation program, which were paid in March ~~2022~~2023 based on our ~~2019-2021~~2020-2022 performance. The payments for each Named Executive Officer from these sources were:

	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

TABLE OF CONTENTS

50EXECUTIVE COMPENSATION

CUMMINS~~2022~~2023 PROXY

~~EXECUTIVE COMPENSATION~~51

(6)

The ~~2021~~2022 aggregate changes in the actuarial present value of each Named Executive Officer’s pension plans and the above market earnings on non-qualified deferred compensation are as follows:

	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

The amounts shown in the Change in Pension Value and Nonqualified Deferred Compensation Earnings column and in the table immediately above reflect our Named Executive Officers’ years of credited service under our pension plans. “Above market” is defined as the amount of earnings that exceeded 120% of the applicable federal long term rate. The present value of the benefits depends in part on the interest rate used to discount the future benefits under the Plan to their present value.

~~(7)~~
*

Because this amount is a negative number, we have treated it as a zero for purposes of the Summary Compensation Table in keeping with SEC regulations.

(7)

This column consists of the following for ~~2021:~~2022:

	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

Personal use of ~~company~~Company Aircraft was calculated using an average indicated hourly cost of ~~$3,538,~~$4,151, which is the incremental cost incurred by the company. This cost is calculated based on the company’s annual average fuel cost and other expenses derived from published industry averages.

(8)

Effective August 1, 2022, Ms. Rumsey became our President and Chief Executive Officer, having served as our President and Chief Operating Officer until that date, and Mr. Linebarger, who had been serving as our President and Chief Executive Officer, assumed the role of Executive Chairman.

TABLE OF CONTENTS

~~EXECUTIVE COMPENSATION~~52

CUMMINS~~2022~~2023 PROXY

51EXECUTIVE COMPENSATION

The following table complements the disclosures set forth in columns captioned Non-Equity Incentive Plan Compensation, Stock Awards and Option Awards in the Summary Compensation Table.

G~~rants~~Grants of P~~lan~~-B~~ased~~ A~~wards~~ Plan-Based Awards in ~~2021~~ 2022

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)

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

(1)

Named Executive Officers participate in the annual bonus plan, as described in the Compensation Discussion and Analysis. The payout is calculated based on a formula approved by the Talent Management and Compensation Committee annually. Each participant is assigned a participation rate as a percent of salary. For purposes of this plan, our performance is measured by ROANA as defined by the plan. The annual bonus is calculated as follows:

(Annual Bonus) equals (Annual Base Salary Paid for calendar year) times (participation percentage assigned to each NEO) times (Payout Factor).

The Payout Factor could range from zero to 2.0, in increments of 0.1.

(2)

In ~~2021,~~2022, we made target performance cash awards, expressed as dollar amounts, as part of our long term incentive compensation program under our 2012 Omnibus Incentive Plan. A multiple of the target award is earned based on our ~~2021-2023~~2022-2024 performance for Return on Invested Capital (ROIC), weighted at 80%, and EBITDA, weighted at 20%. The amount earned and paid under the three year target award can range from zero to 200% of the target award amount. The target award will be earned if our ROIC and EBITDA levels for ~~2021-2023~~2022-2024 are equal to the targeted ROIC and EBITDA levels established for that period as described in the Compensation Discussion and Analysis. The Threshold Payment (10% of the target award) will be earned if our ROIC is 70% of the targeted ROIC for the period and EBITDA is 85% of the targeted EBITDA for the period. The maximum payment (200% of the target award) will be earned if our ROIC is 30% above the targeted ROIC for the period and EBITDA is 15% above the targeted EBITDA for the period. To the extent earned, payments will be made in March ~~2024.~~2025.

(3)

On August 1, 2022 and August 12, 2022, Ms. Rumsey and Ms. Embree, respectively, received top-up target awards of performance cash, expressed as dollar amounts, as part of our long term incentive compensation program under our 2012 Omnibus Incentive Plan. A multiple of the target award is earned based on our 2022-2024 performance for Return on Invested Capital (ROIC), weighted at 80%, and EBITDA, weighted at 20%. The amount earned and paid under the three year target award can range from zero to 200% of the target award amount. The target award will be earned if our ROIC and EBITDA levels for 2022-2024 are equal to the targeted ROIC and EBITDA levels established for that period as described in the Compensation Discussion and Analysis. The Threshold Payment (10% of the target award) will be earned if our ROIC is 70% of the targeted ROIC for the period and EBITDA is 85% of the targeted EBITDA for the period. The maximum payment (200% of the target award) will be earned if our ROIC is 30% above the targeted ROIC for the period and EBITDA is 15% above the targeted EBITDA for the period. To the extent earned, payments will be made in March 2025.

(4)

In ~~2021,~~2022, we made target awards of performance shares under our 2012 Omnibus Incentive Plan. The awards are expressed as a target number of shares of our Common Stock. Shares are earned based on our ROIC and EBITDA performance during ~~2021-2023,~~2022-2024, based on the same measures as established for the target performance cash awards. The number of shares earned can range from zero to 200% of the target award number of shares. The target award number of shares will be earned if our ROIC and EBITDA for ~~2021-2023~~2022-2024 are equal to the targeted ROIC and EBITDA levels established for the period as described in the Compensation Discussion and Analysis. Dividends are payable only at the conclusion of the performance period on the shares that become earned.

~~(4)~~
(5)

~~As previously disclosed, Mr. Satterthwaite’s one-time equity award took the form~~On August 1, 2022 and August 12, 2022, Ms. Rumsey and Ms. Embree, respectively, received top-up target awards of ~~performance-based restricted stock units granted effective as of March 1, 2021~~performance shares under our 2012 Omnibus Incentive Plan. The ~~grant is subject to ratable vesting over three years beginning~~awards are expressed as a target number of shares of our Common Stock. Shares are earned based on our ROIC and EBITDA performance during 2022-2024, based on the ~~first anniversary~~same measures as established for the target performance cash awards. The number of shares earned can range from zero to 200% of the ~~grant date, contingent~~target award number of shares. The target award number of shares will be earned if our ROIC and EBITDA for 2022-2024 are equal to the targeted ROIC and EBITDA levels established for the period as described in the Compensation Discussion and Analysis. Dividends are payable only at the conclusion of the performance period on the ~~achievement of performance objectives. Mr. Padmanabhan’s~~shares that become earned.

TABLE OF CONTENTS

EXECUTIVE COMPENSATION

CUMMINS2023 PROXY

(6)

As previously disclosed, Ms. Embree’s one-time equity award took the form of shares of restricted stock granted effective as of March 1, ~~2021~~2022 under our 2012 Omnibus Incentive Plan. The grant is subject to ratable vesting over three years beginning on the second anniversary of the grant date.

~~(5)~~
(7)

The April ~~5, 2021~~4, 2022 grant date fair value for performance shares, based upon probable outcome of the performance conditions to which they are subject, is ~~$244.37/~~$181.73/ share, which is consistent with the estimate of aggregate compensation costs to be recognized over the service period determined as of the grant date under ASC Topic 718 (excluding the effect of estimated forfeitures). The March 1, ~~2021~~2022 grant date fair value for the restricted stock ~~and performance-based restricted stock unit awards~~award was ~~$262.98/~~$196.07/share. The August 1, 2022 grant date fair value for performance shares, based upon probably outcome of the performance conditions to which they are subject, is $201.71/share, which is consistent with the estimate of aggregate compensation costs to be recognized over the service period determined as of the grant date under ASC Topic 718 (excluding the effect of estimated forfeitures). The August 12, 2022 grant date fair value for performance shares, based upon probably outcome of the performance conditions to which they are subject, is $209.97/share, which is consistent with the estimate of aggregate compensation costs to be recognized over the service period determined as of the grant date under ASC Topic 718 (excluding the effect of estimated forfeitures).

TABLE OF CONTENTS

5254

CUMMINS~~2022~~2023 PROXY

EXECUTIVE COMPENSATION

The following two tables are intended to enhance understanding of equity compensation that has been previously awarded, including awards that remained outstanding, as of December 31, ~~2021,~~2022, and amounts realized on equity compensation during the last year as a result of the vesting or exercise of equity awards.

O~~utstanding~~ E~~quity~~ A~~wards~~Outstanding Equity Awards at ~~2021 Year~~-End 2022 Year-End

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

TABLE OF CONTENTS

EXECUTIVE COMPENSATION

CUMMINS~~2022~~2023 PROXY

5355

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

(1)

These stock options were granted on April 6, 2020 and will vest and become exercisable with respect to all of the underlying shares of our Common Stock on the third anniversary of the grant date, or upon the recipient’s earlier Retirement, Death, or Disability, so long as the recipient is continuously employed by us or a subsidiary until such a date or event.

(2)

These stock options were granted on April 4, 2019 and ~~will vest~~vested and ~~become~~became exercisable with respect to all of the underlying shares of our Common Stock on the third anniversary of the grant ~~date, or upon the recipient’s earlier Retirement, Death, or Disability, so long as the recipient is continuously employed by us or a subsidiary until such a date or event.~~date.

(3)

Target awards of performance shares were granted in April ~~2020~~2021 and April ~~2021~~2022 to be earned in a multiple ranging from zero to two times the target awards, based on our performance during ~~2020-2022~~2021-2023 and ~~2021-2023,~~2022-2024, respectively. The ~~performance shares earned from the April 2020 grant will be awarded in March 2023, and the~~ performance shares earned from the April 2021 grant will be awarded in March ~~2024.~~2024, and the performance shares earned from the April and August 2022 grants will be awarded in March 2025. Performance for the ~~2020-2022~~2021-2023 period in the aggregate as well as for ~~2021~~2022 alone were ~~above~~at target; therefore, the ~~maximum~~target amounts are shown for the ~~the~~ April ~~2020~~2021 and April ~~2021~~2022 grants. For Mr. Satterthwaite’s one-time equity award granted in the form of performance-based restricted stock units effective as of March 1, 2021, there was only one level of units that will be earned if the performance goals are met; accordingly, that target number of units eligible to be earned is shown.

(4)

The price per share used to calculate the market value was ~~$218.14,~~$242.29, the unadjusted closing price of our Common Stock on the NYSE on December ~~31, 2021,~~30, 2022, the last trading day of the year.

(5)

These stock options were granted on April 3, 2018 and vested and became exercisable with respect to all of the underlying shares of our Common Stock on the third anniversary of the grant date.

(6)

These stock options were granted on April 3, 2017 and vested and became exercisable with respect to all of the underlying shares of our Common Stock on the third anniversary of the grant date.

(7)

These stock options were granted on April 4, 2016 and vested and became exercisable with respect to all of the underlying shares of our Common Stock on the third anniversary of the grant date.

(8)

These stock options were granted on April 2, 2015 and vested and became exercisable with respect to all of the underlying shares of our Common Stock on the third anniversary of the grant date.

(9)

These stock options were granted on April 2, 2014 and vested and became exercisable with respect to all of the underlying shares of our Common Stock on the third anniversary of the grant date.

(10)

~~TABLE OF CONTENTS~~

~~CUMMINS2022 PROXY~~

~~EXECUTIVE COMPENSATION~~

~~(10)~~

These stock options were granted on April 2, 2013 and vested and became exercisable with respect to all of the underlying shares of our Common Stock on the second anniversary of the grant date.

(11)

~~These stock options were granted on April 2, 2012 and vested and became exercisable with respect to all of the underlying shares of our Common Stock on the second anniversary of the grant date.~~

~~(12)~~

These stock options were granted on June 1, 2016 and vested and became exercisable with respect to all of the underlying shares of our Common Stock on the third anniversary of the grant date.

~~(13)~~
(12)

These stock options were granted on October 16, 2019 and ~~will vest~~vested and ~~become~~became exercisable with respect to all of the underlying shares of our Common Stock on the third anniversary of the grant ~~date, or upon the recipient’s earlier Retirement, Death, or Disability, so long as the recipient is continuously employed by us or a subsidiary until such a date or event.~~date.

~~(14)~~
(13)

These stock options were granted on August 15, 2015 and vested and became exercisable with respect to all of the underlying shares of our Common Stock on the third anniversary of the grant date.

~~(15)~~
(14)

These stock options were granted on July 1, 2014 and vested and became exercisable with respect to all of the underlying shares of our Common Stock on the third anniversary of the grant date.

~~(16)~~
(15)

~~These stock options were granted on July 16, 2014 and vested and became exercisable with respect to all of the underlying shares of our Common Stock on the third anniversary of the grant date.~~

~~(17)~~

~~Mr. Padmanabhan~~Ms. Embree was granted restricted stock effective as of March 1, 2022. The grant is subject to ratable vesting over three years beginning on the second anniversary of the grant date.

(16)

Ms. Embree was granted restricted stock effective as of August 1, 2021. The grant is subject to ratable vesting over three years beginning on the second anniversary of the grant date.

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CUMMINS2023 PROXY

EXECUTIVE COMPENSATION

The outstanding awards of performance shares as of December 31, ~~2021~~2022 for the ~~2020-2022~~2021-2023 and ~~2021-2023~~2022-2024 award cycles, shown at ~~maximum,~~target, were as follows:

Name	Grant Year		Number of Units of Performance Shares		Grant Year		Number of Units of Performance Shares
J. W. Rumsey						2022		23,040
J. W. Rumsey						2021		7,190
N. T. Linebarger		2021		56,300		2022		27,650
N. T. Linebarger		2020		40,880		2021		28,150
M. A. Smith		2021		12,520		2022		6,910
M. A. Smith		2020		9,080		2021		6,260
L. L. Satterthwaite		2021		14,380		2022		7,070
L. L. Satterthwaite		2020		10,440		2021		7,190
J. W. Rumsey		2021		14,380
J. W. Rumsey		2020		5,680
S. Padmanabhan		2021		9,380
S. Padmanabhan		2020		6,820
T. A. Embree						2022		4,610
T. A. Embree						2021		3,910
S. R. Barner						2022		4,610
S. R. Barner						2021		4,690

O~~ption~~ E~~xercises~~Option Exercises and S~~tock~~ V~~ested~~ Stock Vested in ~~2021~~ 2022

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

(1)

Represents the gross number of shares acquired upon exercise of vested options without taking into account any shares that may be withheld to cover option exercise price or applicable tax obligations.

(2)

Represents the value of exercised options calculated by multiplying (i) the number of shares of our Common Stock to which the exercise of the option related, by (ii) the difference between the per share unadjusted closing price of our Common Stock on the NYSE on the date of exercise and the exercise price of the options.

(3)

~~TABLE OF CONTENTS~~

~~EXECUTIVE COMPENSATION~~

~~CUMMINS2022 PROXY~~

~~(3)~~

Target awards of performance shares were granted in April ~~2018~~and October of 2019 to be earned in a multiple ranging from zero to two times the target award, based on our performance during ~~2018-2020.~~2019-2021. These performance shares were earned and became vested on March 1, ~~2021.~~2022. The number of shares disclosed represents the gross number of shares acquired upon vesting without taking into account any shares that may be withheld to cover applicable tax obligations.

(4)

The values realized on vesting for the performance shares were calculated using the unadjusted closing price of our Common Stock on March 1, ~~2021~~2022 ($~~262.98)~~196.07).

P~~ension~~ B~~enefits~~

TABLE OF CONTENTS

EXECUTIVE COMPENSATION

CUMMINS2023 PROXY

Pension Benefits for ~~2021~~ 2022

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

CUMMINS PENSION PLAN

The Cummins Pension Plan is a tax-qualified cash balance pension plan. Participants receive pay credits equal to 6% of total monthly pay, defined as base salary and annual bonus payments. Individual accounts are maintained for each participant. The accounts receive interest credits equal to the 30-year Treasury bond rate plus 1%. Participants are 100% vested in the Cummins Pension Plan benefit upon attaining three years of service.

EXCESS BENEFIT RETIREMENT PLAN

The Excess Benefit Retirement Plan provides non-qualified pension benefits in excess of limitations imposed by the Code on the benefits provided by the Cummins Pension Plan formula. It preserves the total benefit payable under the Cummins Pension Plan formula.

SUPPLEMENTAL LIFE INSURANCE AND DEFERRED INCOME PLAN (SERP)

The Supplemental Life Insurance and Deferred Income Plan provides a SERP benefit to our officers who participate in the Cummins Pension Plan.

The SERP benefit is based on a percentage of the highest 60 consecutive months of total compensation during the final 120 months of the participant’s career. Total Compensation for calculation of five-year average pay is defined as base salary and annual bonus payments.

The SERP benefit percentage is calculated as 2% of the participant’s five-year average pay for each of the first 20 years of service plus 1% of the participant’s five-year average pay for each of the next 10 years of service. The maximum is a 50% benefit after 30 years of service, except that an officer who is among our two highest paid Named Executive Officers at the time of retirement will receive an annual benefit equal to an additional 10%. In December 2011, the Compensation Committee discontinued this additional benefit for all future participants in the plan but grandfathered the benefit for a limited number of existing participants, including Mr. Linebarger.

The retirement benefit under the SERP is offset by the highest combined annuity available from the Cummins Pension Plan and the Excess Benefit Retirement Plan, thus topping up the benefits available from those plans to total the target retirement benefit.

~~TABLE OF CONTENTS~~

~~CUMMINS2022 PROXY~~

~~EXECUTIVE COMPENSATION~~

Officers who were participants in the plan prior to 2006 whose service and age total 80 (minimum age 55 and 20 years of service), or have at least 30 years of service, regardless

TABLE OF CONTENTS

CUMMINS2023 PROXY

EXECUTIVE COMPENSATION

of age, would qualify for immediate unreduced commencement of life annuity benefits. Therefore, Mr. Linebarger and Mr. Satterthwaite qualified, as of December 31, ~~2021,~~2022, for immediate commencement of unreduced benefits.

Otherwise, after retirement or termination of employment, unreduced benefits may be commenced at age 60. Retired or terminated vested employees who do not qualify for unreduced benefits under the age and service conditions described in the previous paragraph may commence benefits as early as age 55, and the life annuity benefit would be reduced by .333% for each month the participant’s age at commencement preceded 60.

Vesting for the SERP benefit is 25% after five years of service, increasing in 15% annual increments, with 100% vesting after 10 years of service. The life annuity benefit is a 15-year certain payment, with a 50% benefit for surviving spouse or domestic partner.

The SERP benefit accrued for service prior to 2005 may be elected as a lump sum payment. Benefits accrued after 2005 are subject to the provisions of Internal Revenue Code Section 409A, which preclude election of a lump sum distribution of such benefits at the time permitted for benefits accrued for service prior to 2005.

The actuarial table used to calculate a lump sum payment under the SERP is the same as that used to make such calculations under the qualified Cummins Pension Plan, and the interest rate used is the rate used by the Pension Benefit Guaranty Corporation.

ACCELERATED SERP FORMULA FOR EXECUTIVES HIRED MID-CAREER

For some officers who joined our company mid-career, the SERP benefit is calculated at an accelerated rate, requiring one-half the service necessary for other participants. ~~None of our current NEOs receive this accelerated~~Ms. Barner was placed on the mid-career SERP ~~benefit.~~plan upon joining Cummins in 2012.

The accelerated formula provides a target benefit based on 4% for the first 10 years and 2% for the next five years of service, with a maximum of 50% of Five-Year Average Pay after fifteen years of service. Eligibility for immediate commencement of unreduced benefits is achieved when age and service total 70 (minimum age 58 and 10 years of service). Otherwise, for participants who are no longer our employees, unreduced benefits may commence at age 60 or as early as age 55, but reduced .333% for each month age at commencement precedes age 60.

NON-QUALIFIED DEFERRED COMPENSATION PLAN

Our Deferred Compensation Plan permits deferral of up to 100% of base salary, annual bonus, and/or performance cash awards under our long-term incentive compensation program. Each of our NEOs’ Deferred Compensation Plan account balances earn income based on the performance of the investment option(s) that the NEO selects for his or her account.

Investment options within our Deferred Compensation Plan are substantially similar to the investment choices available in our 401(k) plan. However, participants may also have a balance in other legacy investment options: the 10-Year Treasury Bill + 4%, the 10-Year Treasury Bill + 2%, Barclays Capital U.S. Government/Credit Bond Index and Standard & Poor’s 500 Index.

TABLE OF CONTENTS

EXECUTIVE COMPENSATION

CUMMINS~~2022~~2023 PROXY

5759

The investment options within our Deferred Compensation Plan had the following annual returns in ~~2021:~~2022:

Account Crediting Option	~~2021~~2022 Annual Return
Advisor Managed Portfolio – Conservative Allocation		~~4.39%~~-11.15%
Advisor Managed Portfolio – Moderate Allocation		~~8.14%~~-12.12%
Advisor Managed Portfolio – Moderate Growth Allocation		~~11.68%~~-13.10%
Advisor Managed Portfolio – Growth Allocation		~~14.27%~~-14.39%
Advisor Managed Portfolio – Aggressive Allocation		~~17.34%~~-15.55%
Ten Year Treasury Note + 2%		~~3.41%~~4.80%
Ten Year Treasury Note + 4%		~~5.41%~~6.80%
Fidelity VIP Gov’t Money Market – Initial Class		~~0.01%~~1.44%
Fidelity VIP Bond Index – Initial Class		~~-1.95%~~-13.19%
Barclays Capital U.S. Government/Credit Bond Index		~~-1.81%~~-14.09%
PIMCO VIT Total Return – Admin Class		~~-1.27%~~-14.30%
DFA VA U.S. Large Value		~~27.04%~~-4.88%
Schwab S&P 500 Index		-18.12%
Standard & Poor’s 500 Index		~~26.89%~~
~~Fidelity VIP Index 500 – Initial Class~~		~~28.58%~~-19.44%
T. Rowe Price Blue Chip Growth		~~17.62%~~-38.50%
DFA VA U.S. Targeted Value		~~39.68%~~-4.21%
Thrivent Series Small Cap Index		~~26.51%~~-16.30%
Lord Abbett Series Developing Growth – Class VC		~~-2.75%~~-35.98%
Fidelity VIP International Index – Initial Class		~~7.72%~~-16.02%
~~American Funds IS~~Vanguard VIF International ~~– Class 1~~		~~-1.24%~~-30.12%

Investment options may be changed monthly. At the time of the election to defer, the participant chooses the time and the form of distribution. The participant may elect to have distributions begin on a specified date or following retirement. Distributions will also commence on any other separation from service, or upon death or a change of control.

Non-Q~~ualified~~ D~~eferred~~ C~~ompensation~~Non-Qualified Deferred Compensation in ~~2021~~ 2022

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

(1)

Amounts included in the above table that were also reported in the “Change in Pension Value and Non Qualified Deferred Compensation Earnings” column of the Summary Compensation Table as “Above market earnings” for the Non Qualified Deferred Compensation Plan for each Named Executive Officer are: J.W. Rumsey $0; N. T. Linebarger ~~$96,695;~~$24,768; M. A. Smith $0; L. L. Satterthwaite ~~$75,665; J. W. Rumsey~~ $0; ~~S. Padmanabhan $2,528.~~T.A. Embree $0; S.R. Barner $0.

(2)

Amounts included in this column that have been reported in the Summary Compensation Table since 2006 for each Named Executive Officer are: J.W. Rumsey $0; N. T. Linebarger ~~$4,168,649;~~$4,193,417; M. A. Smith $0; L. L. Satterthwaite $564,343; ~~J. W. Rumsey $0; S. Padmanabhan $5,402.~~T.A. Embree $509; S.R. Barner $489,240.

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P~~otential~~ P~~ayments~~ U~~pon~~ T~~ermination~~Potential Payments Upon Termination or C~~hange~~ Change in C~~ontrol~~ Control

PAYMENTS UPON A CHANGE IN CONTROL WITHOUT A QUALIFIED TERMINATION OR UPON A QUALIFIED TERMINATION FOLLOWING A CHANGE IN CONTROL

In the event of a change in control of our company or certain terminations of employment within two years after a change in control, we will provide benefits to certain executives, including our Named Executive Officers.

Upon a change in control, outstanding equity-based awards that are assumed or replaced in the change in control transaction would not automatically become immediately vested and exercisable. Instead, two events (i.e., a so-called “double trigger”) are required to trigger accelerated vesting and exercisability: both a change in control and termination without “cause” by the company or termination by the officer with “good reason” within two years of the change in control.

Upon a termination of employment without “cause” by the company or for “good reason” by the officer following a change in control, our Named Executive Officers, except our Chief Executive Officer would be entitled to two years’ salary plus two annual bonus payments calculated using a 1.0 payout factor. Our Chief Executive Officer would be entitled to three years’ salary plus three annual bonus payments. We would also provide for the full vesting of certain insurance and retirement benefits. Additionally, the Named Executive Officers, other than our Chief Executive Officer, would receive a payment equal in value to two years’ additional participation under our tax-qualified and nonqualified pension plans as well as two years’ continued participation in other employee benefit plans, and our Chief Executive Officer would receive a payment equal in value to three years’ additional participation under our tax-qualified and nonqualified pension plans as well as three years’ continued participation in other employee benefits plans.

If the then-outstanding awards of performance cash and performance shares were not assumed or replaced in the change in control transaction, they would be paid at target level and all outstanding options, restricted stock units and restricted stock awards would vest in full and be paid in cash. The value of supplemental and excess retirement (non-qualified) benefits would also be paid in cash. All amounts of compensation deferred under our Deferred Compensation Plan would be paid in cash. Our change in control arrangements with our Named Executive Officers do not entitle them to gross-up payments for taxes resulting from the application of the “golden parachute” excise tax provisions of Code Sections 280G and 4999. Instead, the arrangements reflect a “best net of taxes” approach under which, if excise taxes are imposed because of the golden parachute excise tax provisions of Code Sections 280G and 4999, the Named Executive Officer’s change in control compensation protections will be either cut back, to a level below the level that would trigger the imposition of the excise taxes, or paid in full and subjected to the excise taxes, whichever results in the better after-tax result to the Named Executive Officer.

“Change in control” is generally defined as a consolidation or merger in which we are not the continuing or surviving corporation or in which our shares are converted; a sale, lease, exchange or transfer of substantially all of our assets; approval by our shareholders of a plan or proposal to liquidate or dissolve our company; the acquisition by a person of 25% or more of our voting power; or a majority change in the composition of our Board in a two-year period under specified circumstances where the nomination or election of the new directors is not approved by a supermajority of the directors prior to the change.

Termination for “cause” means a termination of the officer’s employment by us due to the officer’s willful and continued failure to perform his or her duties with us (after notice and an opportunity to cure), other than due to incapacity due to illness, or due to the officer’s conviction of a felony.

Termination for “good reason” generally means a termination by the officer within 90 days following specified adverse changes in the officer’s employment circumstances such as the assignment of duties not consistent with the officer’s position, certain relocations of the officer’s location of employment or reductions in compensation.

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The payments to each of our Named Executive Officers, assuming that all triggering events occurred on December 31, ~~2021,~~2022, are estimated in the table below. Amounts actually received, should any of the triggering events occur, may vary.

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

(1)

Severance payment is equal to three times annual base salary at the time of the termination, plus three annual bonus payments at a 1.0 payout factor for ~~Mr. Linebarger~~Ms. Rumsey as Chief Executive Officer. For the other Named Executive Officers, severance payments are equal to two times the Named Executive Officer’s annual base salary at the time of the termination, plus two annual bonus payments at a 1.0 payout factor.

(2)

Total value of unvested stock options that would become vested upon a change in control, assuming a share price of ~~$218.14~~$242.29 and a change in control date of December ~~31, 2021.~~30, 2022.

(3)

Total value of unvested restricted stock and restricted stock units that would become vested upon a change in control, assuming a share price of ~~$218.14~~assuming a share price of $242.29 and a change in control date of December ~~31, 2021.~~30, 2022.

(4)

Payouts of all of the performance cash awards for the ~~2019-2021,~~ 2020-2022, 2021-2023, and ~~2021-2023~~2022-2024 award cycles at the target level.

(5)

Payouts of all of the performance share awards for the ~~2019-2021,~~ 2020-2022, 2021-2023, and ~~2021-2023~~2022-2024 award cycles at the target level assuming a ~~$218.14~~$242.29 share price for all performance shares.

(6)

Incremental actuarial value attributable to retirement for three years of additional service for ~~Mr. Linebarger~~Ms. Rumsey and two years for the other Named Executive Officers.

(7)

Estimated value associated with the continuation of life insurance, medical, dental, and disability benefits for three years for ~~Mr. Linebarger~~Ms. Rumsey and two years for the other Named Executive Officers following termination.

(8)

The calculation of the Financial Advisory and 401(k) Benefit is equal to three times the maximum annual financial advisory benefit, plus three times the annual ~~company contribution~~Company Contribution under the Retirement and Savings Plan for ~~Mr. Linebarger~~Ms. Rumsey as Chief Executive Officer. For the other Named Executive Officers, the Financial Advisory and 401(k) Benefit is equal to two times the maximum annual financial advisory benefit, plus two times the annual ~~company contribution~~Company Contribution under the Retirement and Savings Plan.

(9)

The calculation of the Reduction due to Best Net of Taxes Provision is based upon a Code Section 280G excise tax rate of 20% and the highest marginal income tax rates for ~~2021.~~2022. Furthermore, it was assumed that no value will be attributed to reasonable compensation. At the time of any change in control, a value may be so attributed, which would affect whether a reduction would be triggered and the amount of any such reduction.

POTENTIAL PAYMENTS UPON TERMINATION OF EMPLOYMENT OTHER THAN FOLLOWING A CHANGE IN CONTROL

The following tables summarize the estimated payments to be made to Named Executive Officers under provisions of plans or established practice in the event of termination of employment including resignation, involuntary termination, involuntary termination for cause, retirement, death and disability other than following a change in control.

Termination for cause includes and is not limited to: violation of our Treatment of Others Policy, violation of the Code of Business Conduct, theft or other acts of dishonesty, willful destruction of our property, refusal to obey a supervisor’s reasonable instructions, conduct endangering the safety of employees or co-workers, falsification of our documents, or violation of our other rules or policies.

We only report amounts where vesting requirements are waived and/or time of payment is accelerated, or benefits that are not generally available to our other exempt employees. Also, information is not repeated that is disclosed previously under the Pension Benefits Table, the Deferred Compensation Table, or the Outstanding Equity Awards Table, except to the extent that the amounts payable to the Named Executive Officer would be enhanced by the termination event described.

The amounts shown assume the terminating event occurred on the last business day of ~~2021,~~2022, and that the price per share of our Common Stock is the closing price as of that date, ~~$218.14.~~$242.29.

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S~~everance~~Severance

We do not have formal severance agreements with any of our Named Executive Officers. However, the Committee has established a policy that any of our Named Executive Officers, if terminated by us other than for cause, will generally be entitled to receive up to 12 months’ base salary as severance, paid as salary continuation, and a pro-rated portion of his or her annual bonus for the portion of the year prior to termination, payable at the normal time and using the same payout factors as for all other participants. All of these elements would require a signed release of claims agreement.

A~~nnual~~ B~~onus~~Annual Bonus

If a participant’s employment with us terminates prior to the payment of our annual bonuses other than by reason of retirement, death or disability, the participant will not receive any annual bonus payout (except as described above under “Severance”). If a participant’s employment with us terminates by reason of retirement, death, or disability prior to payment, then the participant will remain eligible for an annual bonus based on his or her eligible earnings prior to retirement, death, or disability and based on actual performance.

A~~ccelerated~~ V~~esting~~Accelerated Vesting of L~~ong~~-T~~erm~~ G~~rants~~ Long-Term Grants

As described elsewhere in this proxy statement, currently we provide annual target award grants of performance cash, performance shares and stock options. The grants are based on a three-year performance period. In ~~2021,~~2022, we also granted ~~one-time~~a special equity ~~awards~~award to ~~two~~one of our Named Executive Officers.

P~~erformance~~ C~~ash~~Performance Cash

If a participant’s employment with us terminates during the first year of an award cycle, other than by reason of retirement, death or disability, the participant will not receive any payout for that award cycle. If a participant’s employment terminates during the second year of an award cycle other than by reason of retirement, death or disability, the Compensation Committee, in its discretion, may determine whether the participant will receive a proportionate payout of any payment with respect to the award cycle based on the period of employment during the cycle.

If a participant retires, dies or becomes disabled during an award cycle, the participant or such participant’s estate, as the case may be, will receive a proportionate share of any payment with respect to the award cycle based on the period of employment during the cycle, regardless of the length of time of such employment. In the case of retirement, the proportionate share of the payment will be based on the actual payout factor. In the case of death or disability, the payment depends on when the death or disability occurs. If the death or disability occurs in year one of the performance period, the payout is based on an assumed payout factor of 1.0. If the death or disability occurs in year two, the payout factor is based on the actual year one performance and an assumed payout factor of 1.0 for years two and three. If death or disability occurs in year three, the payout factor is made on the normal payout cycle according to the actual payout factor.

~~2019-2021~~2020-2022 AWARD CYCLE GRANTS

Since the entire ~~2019-2021~~2020-2022 award cycle was completed as of the assumed December 31, ~~2021~~2022 date of the termination, all active participants would have been entitled to the payment at the normal time in March ~~2022.~~2023. Since there would be no special acceleration, the amounts of these payments are not shown on the tables.

~~2020-2022~~2021-2023 AWARD CYCLE GRANTS

Since the termination event is assumed to occur on December 31, ~~2021,~~2022, which was the end of the second year of the ~~2020-2022~~2021-2023 award cycle, the Committee has the discretion to award two-thirds of the target award for the ~~2020-2022~~2021-2023 award cycle. For purposes of this table, two-thirds ~~of the target awards for the 2020-2022 award cycle, assuming a payout factor of 1.0, is shown as payable under retirement, death, and disability.~~

~~2021-2023 AWARD CYCLE GRANTS~~

Since the termination event is assumed to occur on December 31, 2021, which was the end of the first year of the 2021-2023 award cycle, the Committee has the discretion to award one-third of the target award for the 2021-2023 award cycle. For purposes of this table, one-third of the target awards for the 2021-2023 award cycle, assuming a payout factor of 1.0, is shown as payable under retirement, death, and disability.

P~~erformance~~ S~~hares~~2022-2024 AWARD CYCLE GRANTS

Since the termination event is assumed to occur on December 31, 2022, which was the end of the first year of the 2022-2024 award cycle, the Committee has the discretion to award one-third of the target award for the 2022-2024 award cycle. For purposes of this table, one-third of the target awards for the 2022-2024 award cycle, assuming a payout factor of 1.0, is shown as payable under retirement, death, and disability.

Performance Shares

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award cycle other than by reason of retirement, death or disability, the Compensation Committee, in its discretion, may determine whether the participant will receive a proportionate payout of any performance shares with respect to the award cycle based on the period of employment during the cycle.

If a participant retires, dies or becomes disabled during an award cycle, the participant or such participant’s estate, as the case may be, will receive a proportionate number of any performance shares earned with respect to the award cycle based on the period of employment during the cycle, regardless of the length of time of such employment. In the case of retirement, the proportionate number will be based on the actual payout factor. In the case of death or disability, the number depends on when the death or disability occurs. If the death or disability occurs in year one of the performance period, the number of shares earned is based on an assumed payout factor of 1.0. If the death or disability occurs in year two, the number of shares earned is based on the actual year one performance and an assumed payout factor of 1.0 for years two and three. If death or disability occurs in year three, the number of shares earned is determined on the normal payout cycle according to the actual payout factor.

~~2019-2021~~2020-2022 AWARD CYCLE GRANTS

Since the entire ~~2019-2021~~2020-2022 award cycle was completed as of the assumed December 31, ~~2021~~2022 date of the termination, participants would have earned performance shares at the normal time in March ~~2022.~~2023. Since there would be no special acceleration, the amounts of the awards are not shown on the tables.

~~2020-2022 AWARD CYCLE GRANTS~~

Performance shares would become earned based on our performance during 2020-2022 and paid out in unrestricted shares in March 2023. Since the shares were not yet earned, it is assumed no payments were accelerated on a termination other than a retirement, death or disability. For purposes of this table, two-thirds of the target awards for the 2020-2022 award cycle, assuming a payout factor of 1.0, is shown as payable under retirement, death, and disability.

2021-2023 AWARD CYCLE GRANTS

Performance shares would become earned based on our performance during 2021-2023 and paid out in unrestricted shares in March 2024. Since the shares were not yet earned, it is assumed no payments were accelerated on a termination other than a retirement, death or disability. For purposes of this table, ~~one-third~~two-thirds of the target awards for the 2021-2023 award cycle, assuming a payout factor of 1.0, is shown as payable under retirement, death, and disability.

S~~tock~~ O~~ptions~~

~~2019-2021~~2022-2024 AWARD CYCLE GRANTS

~~Stock options~~Performance shares would become earned based on our performance during 2022-2024 and paid out in unrestricted shares in March 2025. Since the shares were ~~granted~~not yet earned, it is assumed no payments were accelerated on April 4, 2019 and will vest and become exercisable with respect to all of the underlying shares of our Common Stock on the third anniversary of the grant date, or April 4, 2022, or upon the recipient’s earlier retirement, death or disability, so long as the recipient is continuously employed by us or a subsidiary until such date or event. Accordingly, the value of the accelerated vesting is shown only in the columns relating to a termination ~~for~~other than a retirement, death or disability. For purposes of this table, one-third of the target awards for the 2022-2024 award cycle, assuming a payout factor of 1.0, is shown as payable under retirement, death, and disability.

Stock Options

2020-2022 AWARD CYCLE GRANTS

Stock options were granted on April 6, 2020 will vest and become exercisable with respect to all of the underlying shares of our Common Stock on the third anniversary of the grant date, or April 6, 2023, or upon the recipient’s earlier retirement, death or disability, so long as the recipient is continuously employed by us or a subsidiary until such date or event. Accordingly, the value of the accelerated vesting is shown only in the columns relating to a termination for retirement, death or disability.

One-T~~ime~~ E~~quity~~ A~~wards~~One-Time and Special Equity Awards

The vesting of the ~~one-time~~time-based equity award granted to Mr. Satterthwaite in 2021 will accelerate in full on an involuntary termination of employment without cause if performance is deemed by the Talent Management and Compensation Committee to be satisfactory, and will accelerate on a pro rata basis on death or disability. Accordingly, the value of the accelerated vesting is shown only in the columns relating to an involuntary termination of employment without cause, death or disability. ~~[Mr. Padmanabhan’s one-time~~Ms. Embree’s special equity award granted in 2022 would be forfeited on any termination of employment prior to vesting.]

E~~xecutive~~ L~~ife~~ I~~nsurance~~Executive Life Insurance

Each of the Named Executive Officers participates in the Supplemental Life Insurance and Deferred Income Program, whereby officers are eligible for life insurance equal to three times base salary. Since this is a program not participated in by non-officer employees, the values of this incremental coverage are shown in the table.

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O~~utplacement, Welfare~~ B~~enefits~~, Outplacement, Welfare Benefits, and F~~inancial~~ C~~ounseling~~ Financial Counseling

Outplacement assistance and welfare benefits will be provided only in the case of involuntary not-for-cause termination. Financial counseling support will not be provided in cases of voluntary termination and termination for cause.

The payments to each of our Named Executive Officers, assuming that the triggering event occurred on December 31, ~~2021,~~2022, are estimated in the table below.

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

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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

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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

PAY RATIO DISCLOSURE

As required by Section 953(b) of the Dodd-Frank Wall Street Reform and Consumer Protection Act and the regulations of the Securities and Exchange Act implementing Section 953(b), the ratio of the compensation of our ~~Chairman and~~ Chief Executive Officer compared to the compensation of our median employee in ~~2021~~2022 is set forth below.

~~Mr. Linebarger’s~~Ms. Rumsey’s compensation (as reported in the Summary Compensation Table) for ~~2021~~2022 was ~~290.5~~136.4 times the similarly calculated compensation of our median employee. The compensation amounts used to calculate the ratio are as follows:

~~2021~~2022 Annual Total Compensation
~~N.T. Linebarger~~J. W. Rumsey					$~~15,645,919~~8,335,970
Median Employee					$~~53,864~~61,128

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EXECUTIVE COMPENSATION

CUMMINS2023 PROXY

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

To identify our median employee, we began by reviewing the ~~2021~~2022 annual base salary and hourly wages plus target variable compensation (target total cash compensation) of all Cummins employees globally, including all full-time and part-time employees who were on Cummins’ payroll as of December 31, ~~2021.~~2022. Approximately ~~40%~~42% of the headcount is located in the U.S. We did not annualize the base salaries or hourly wages of permanent employees who had been employed by Cummins for less than the full year. We converted the annual target total cash compensation of all employees to United States dollars to aid in the identification of the median employee. We selected the median employee from among a group of employees with the same target total cash compensation by taking into account other pay elements and excluding those with anomalous characteristics.

While we design our compensation programs to reflect the local market practices in each country in which we operate, we strive to target, on average, market median pay for all employees globally.

PAY VERSUS PERFORMANCE DISCLOSURE

Cummins’ executive compensation program is designed to align pay outcomes with annual and long-term business performance and shareholders’ interests. Our program design choices, including the level of pay at risk, the mix of short-term and long-term incentives, the mix of long-term incentive vehicles, the metrics selected, and the rigor of incentive goals, all work together toward this objective.

The TMCC, along with its consultant, Farient, has historically and routinely assessed the relationship between realizable pay for our executives and the financial and TSR performance of the company. The results of these analyses have guided our pay decisions and the evolution of our pay program to ensure strong pay and performance alignment.

The new Pay vs. Performance disclosure, as required by the SEC, provides an additional perspective on pay and performance alignment by evaluating the link between “Compensation Actually Paid,” herein referred to as “CAP”, as defined by the SEC, and various measures of market and financial performance.

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EXECUTIVE COMPENSATION

PAY VERSUS PERFORMANCE TABLE

The following table shows the past three fiscal years’ total compensation for our Named Executive Officers (NEOs) as set forth in the “Summary Compensation Table,” the CAP paid to our NEOs, the company’s total shareholder return (TSR), the combined TSR of our selected peer group (our “Custom Peer Group,” as used in our 2022 executive pay benchmarking), our net income, and our EBITDA.

2022 Pay vs. Performance Table

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 $100 Investment Based On:
Year	Summary Compensation Table Total for First CEO(1)		Summary Compensation Table Total for Second CEO(2)		Compensation Actually Paid to First CEO(1)(5)		Compensation Actually Paid to Second CEO(2)(5)		Average Summary Compensation Table Total for Other NEOs(3)		Average Compensation Actually Paid to Other NEOs(3)		CMI TSR		Peer Group TSR(4)		Net Income ($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

(1)

In the table above, our First CEO is N. Thomas Linebarger, who served as CEO until August 1, 2022

(2)

Our Second CEO is Jennifer W. Rumsey, who became CEO on August 1, 2022

(3)

The other NEOs for each applicable year are:

–

2022: S. Barner, T. Embree, S. Padmanabhan, LL. Satterthwaite, and M.A. Smith

–

2021: J.W. Rumsey, S. Padmanabhan, LL. Satterthwaite, and M.A. Smith

–

2020: M.M. Rose, S. Padmanabhan, LL. Satterthwaite, and M.A. Smith

(4)

The Peer Group TSR shown in the table above is based on our Custom Peer Group as shown in our CD&A for the applicable year. TSR for this Group is weighted as of year-end 2019 by market capitalization

(5)

The SEC rules require that certain adjustments be made to the Summary Compensation Table totals to determine CAP, as reported in the Pay versus Performance table above. The following table details the applicable adjustments that were made to determine CAP:

				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
2021	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
2020	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

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EXECUTIVE COMPENSATION

CUMMINS2023 PROXY

RELATIONSHIP BETWEEN COMPENSATION ACTUALLY PAID (CAP) AND PERFORMANCE MEASURES

The Pay versus Performance table above and graphs below demonstrate that our NEOs’ CAP is aligned with our company’s performance over time. To normalize for a change in our CEO incumbent in 2022, Ms. Rumsey’s and Mr. Linebarger CAP are combined for FY22. CEO and NEO pay is generally aligned with our TSR, Net Income, and EBITDA. However, NEO incumbent changes and year over year performance results compared to CAP encompassing three years of performance may distort results in any given year. Our CAP for 2020 was higher than that for 2021 and 2022 because our stock price increased during 2020, which increased the value of outstanding stock options. We discontinued the granting of stock options as a component of our normal long-term incentive program beginning in 2021.

(1)

2022 CEO CAP in the above charts reflects the combined compensation for our former CEO, N. Thomas Linebarger, who served as CEO until August 1, 2022, and our new CEO, Jennifer W. Rumsey who became CEO on that date.

As shown in the graph below, our company’s TSR has generally tracked that for our Custom Peer Group on a market capitalization weighted basis.

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CUMMINS2023 PROXY

EXECUTIVE COMPENSATION

2022 PERFORMANCE MEASURES

For fiscal year 2022, our TMCC identified the performance measures listed below as the most important in its compensation-setting process for our NEOs.

Tabular List of Performance Measures

	EBITDA
	ROIC
	ROANA
	Cash Flow

The Committee identified EBITDA, ROIC, ROANA, and Cash Flow as our “most important” measures because they have been or will be used in our incentive awards (cash flow will be introduced in 2023). These measures drive the largest portion of our executives’ pay. EBITDA, ROIC, and ROANA provide an incentive for profitable growth and correlate well with shareholder value. Operating cash flow provides capital for investments that are important to our future and allows us to return significant capital to our shareholders.

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DIRECTOR COMPENSATION

CUMMINS~~2022~~2023 PROXY

6571

DIRECTOR COMPENSATION

As with the pay programs for our executive officers, we review our non-employee director pay programs on an annual basis and target the median of the market in setting our pay levels. We also strive to create a non-employee director compensation program that is simple and is aligned with shareholder interests.

We assess both our Custom Peer Group as well as the broader market in benchmarking director pay levels and practices. Each review includes general comparisons against market data and analysis prepared by Farient, including information on market practices and decision support in the following areas:

•

Board and Committee retainers and meeting fees;

•

Equity compensation;

•

Leadership compensation; and

•

Other major pay elements and practices.

A~~nnual~~ C~~ompensation~~For 2022, our Board approved, on the basis of benchmarking data, the following compensation changes:

•

Increase the general board retainer from $275,000 to $315,000

•

Increase the committee chair cash retainer from $20,000 to $25,000 for the Audit and Talent Management and Compensation Committees

Annual Compensation

	Board ~~Retainer(1)~~Retainer			• In ~~2021,~~2022, we provided each of our non-employee directors target annual compensation of ~~$275,000, $125,000~~$315,000, $140,000 of which is paid in cash and ~~$150,000~~$175,000 of which is paid in the form of our common stock.
	Lead Director Compensation			• An additional $35,000 cash retainer.
	Committee Chair Compensation			• An additional ~~$20,000~~$25,000 cash retainer for the Audit and Talent Management and Compensation Committees. • An additional $15,000 cash retainer for the Finance, Governance and Nominating, and Safety and Environment, and Technology Committees.

~~(1)~~

In light of the pay reductions related to the COVID-19 pandemic that Cummins officers and other exempt employees experienced in 2020, the Board of Directors also approved reducing director pay in an amount equivalent to 25% of the $125,000 annual cash retainer for a period of time equal to the time during which officer pay reductions were in effect. This reduction was applied to the 2021 director compensation. The 2021 cash retainer was reduced by 25% for 5.5 months, which is the same length of time that Officer base salaries were reduced in 2020.

We also have a Deferred Compensation Plan for non-employee directors, pursuant to which directors may elect to defer receipt of all or any portion of their compensation while they serve as a director. The deferred compensation, plus accrued interest, is paid to the director upon the earliest of a specified date (if one is selected by the director), the director’s retirement or death or a change in control of our company. If the deferred compensation and interest is paid in connection with a specified date or the director’s retirement, it is paid to the director in a lump sum or in annual installments, not to exceed 15, as specified by the director. Upon a change in control of our company or the director’s death, such deferred compensation and interest would be paid in cash to the director in one lump sum.

Account crediting options within our Deferred Compensation Plan are substantially similar to the investment choices available in our 401(k) plan. However, participants may also have a balance in other legacy investment options: the 10-Year Treasury Bill + 4%, the 10-Year Treasury Bill + 2% and Barclays Capital U.S. Government/Credit Bond Index.

Each non-employee director is required to maintain direct ownership of shares of our Common Stock (including stock awards) equal to or greater in value to three times his or her annual total retainer fee. Non-employee directors must comply with this requirement within six years of becoming a member of our Board. Subject to limited exceptions, non-employee directors are not allowed to sell our shares until they reach their stock ownership guideline, and then may not sell shares to the extent their ownership level would be less than the guideline amount. All of our non-employee directors have either satisfied this requirement or have additional time to do so.

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CUMMINS~~2022~~2023 PROXY

DIRECTOR COMPENSATION

The following table provides information concerning the compensation of our non-employee directors for ~~2021.~~2022. As an employee ~~director,~~directors, Ms. Rumsey and Mr. Linebarger did not receive any compensation for ~~his~~their service as ~~director~~directors in ~~2021.~~2022.

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~~(6)~~		$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~~(7)~~(8)		$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~~(7)~~(8)		$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

(1)

Fees Earned or Paid in Cash were as follows:

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

(2)

The stock awards column represents the aggregate grant date fair value of the awards, which is ~~$264.78/share.~~$197.41/share and $200.66/share for G.L. Belske who joined the board in July of 2022. The aggregate grant date fair value was computed in accordance with ASC Topic 718, excluding any impact from an election to defer the award. The assumptions made in valuing stock awards for ~~2021~~2022 are included in the ~~Notes 18~~Note 20 to Consolidated Financial Statements in our ~~2021~~2022 Annual Report on Form 10 K and such information is incorporated by reference.

The stock value represents 55 percent of the annual retainer. The number of shares is calculated by dividing the target value by the preceding 20 day average closing price of our Common Stock on the NYSE on the grant date, rounded down to the nearest whole share. Each director was awarded ~~575~~882 shares of stock. The shares were granted using a value of ~~$260.597,~~$198.22, the preceding 20 day average of closing prices of our Common Stock on the NYSE on the grant date of May 10, 2022. G.L. Belske was awarded 817 shares of stock. The shares were granted using a value of $196.19, the preceding 20 day average of closing prices of our Common Stock on the NYSE on the grant date of July 11, ~~2021.~~2022

(3)

These amounts represent “Above Market” earnings in the Deferred Compensation Plan, as described above. “Above market” is defined as the amount of earnings that exceeded 120% of the applicable federal long term rate published by the U.S. Internal Revenue Service.

(4)

These amounts represent our match of directors’ contributions for a program under which we match contributions, up to $50,000 per individual, to a designated charitable non-profit organization.

(5)

R. J. Bernhard, R.K. Herdman, G. R. Nelson, K.A.Nelson, ~~and~~ K.H. Quintos, and G.L. Belske elected to defer 100% of the ~~2021~~2022 Stock Award. The value of this Stock Award is included in this table. R. J. Bernhard ~~and K.H. Quintos also~~ elected to defer 100% of ~~their~~his fees paid in cash in ~~2021.~~2022.

(6)

~~C.A. Harris~~A. M. Herman retired from our Board effective at the 2021 Annual Meeting.

(7)

G.L. Belske joined our Board on ~~May~~July 11, ~~2021.~~2022.

~~(7)~~
(8)

As part of our overall support of charitable and educational institutions, we previously established the Cummins Inc. Charitable Bequest Program in which directors first elected prior to 2004 are eligible to participate. Only W. I. Miller and A. M. Herman currently participate in this program. Following the death of such director, we will donate 10 equal annual installments of $100,000 to one or more qualifying institutions designated by such director. The obligations under this program are funded by life insurance policies that have been fully paid. As a result, there was no cost associated with the program in ~~2021.~~2022. Directors do not receive any direct financial benefit from the program since all charitable deductions accrue to us.

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ADVISORY VOTE ON THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS

CUMMINS~~2022~~2023 PROXY

6773

ADVISORY VOTE ON THE
COMPENSATION OF OUR NAMED
EXECUTIVE OFFICERS

(Item 1413 on the Proxy Card)

Executive compensation is important to us and to our shareholders. Since 2011, we have held annual advisory shareholder votes to approve the compensation of our Named Executive Officers as required by Section 14A of the Securities Exchange Act of 1934. At this year’s Annual Meeting, we once again are seeking input from our shareholders through an advisory vote to approve the compensation of our Named Executive Officers as disclosed in the Compensation Discussion and Analysis section and the accompanying compensation tables and narratives contained in this proxy statement. In ~~2021,~~2022, consistent with the recommendation of our Board, our shareholders voted in favor of our executive compensation, with ~~88.6%~~89.5% of votes cast in favor.

Our Board would like the support of our shareholders for the compensation of our Named Executive Officers as disclosed in the Compensation Discussion and Analysis section and the accompanying compensation tables and narratives contained in this proxy statement. Accordingly, for the reasons we discuss above, our Board unanimously recommends that shareholders vote in favor of the following resolution:

“RESOLVED, that the shareholders approve, on an advisory basis, the compensation of the Named Executive Officers as disclosed in the Compensation Discussion and Analysis section and the accompanying compensation tables and narratives contained in this proxy statement.”

The compensation of the Named Executive Officers as disclosed in the Compensation Discussion and Analysis section and the accompanying compensation tables and narratives contained in this proxy statement will be approved if the votes cast in favor of the proposal exceed those cast against the proposal. Abstentions and broker non-votes will not affect the voting results for this proposal.

As this is an advisory vote, the results of the vote will not be binding on our Board, although our Talent Management and Compensation Committee will consider the outcome of the vote when evaluating the effectiveness of our compensation principles and practices and our Talent Management and Compensation Committee and our Board will review and consider the outcome of the vote when making future compensation decisions for our Named Executive Officers. We believe our company benefits from constructive dialogue with our shareholders on these important matters, and while we continue to reach out to our shareholders on these and other issues, we also encourage our shareholders to contact us if they would like to communicate their views on our executive compensation programs. Shareholders who wish to communicate with our non-management directors concerning our executive compensation programs should refer to the section above entitled “Corporate Governance – Board of Directors and Committees – Communication with the Board of Directors.” We intend to hold the next advisory vote on the compensation of our Named Executive Officers at the annual meeting in ~~2023.~~2024.

THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS AS DISCLOSED IN THE COMPENSATION DISCUSSION AND ANALYSIS SECTION AND ACCOMPANYING COMPENSATION TABLES AND NARRATIVES IN THIS PROXY STATEMENT.

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6874

CUMMINS~~2022~~2023 PROXY

ADVISORY VOTE ON THE FREQUENCY OF THE ADVISORY VOTE ON EXECUTIVE COMPENSATION

(Item 14 on the Proxy Card)

Section 14A of the Securities Exchange Act of 1934 requires that, every six years, we provide shareholders with a vote on how frequently we will submit the non-binding advisory vote on compensation of our named executive officers (the “say on pay” vote) to our shareholders in the future. We last submitted a vote on the frequency of future say on pay votes to our shareholders in 2017, when, in keeping with the recommendation of our Board, our shareholders expressed a preference that future say on pay votes be held on an annual basis. Consistent with that preference, our Board has held a say on pay vote annually since 2017. Because this is the sixth year after the last vote on the frequency of future say on pay votes, we are again asking our shareholders at the Annual Meeting whether future say on pay votes should occur every year, every two years or every three years.

Our Board recommends that shareholders approve holding a say on pay vote every year (an annual vote) because we continue to believe that an annual vote will promote best governance practices and facilitate our Talent Management and Compensation Committee’s and our senior management’s consideration of the views of our shareholders in structuring our compensation programs for our named executive officers. We believe that an annual vote will provide our Talent Management and Compensation Committee and our senior management with more direct input on, and reactions to, our current compensation practices, and better allow our Talent Management and Compensation Committee and our senior management to measure how they have responded to the prior year’s vote.

For the reasons discussed above, our Board recommends that shareholders vote in favor of holding an advisory say on pay vote on executive compensation at our annual meeting of shareholders every year. In voting on this advisory vote on the frequency of the say on pay vote, shareholders should be aware that they are not voting “for” or “against” the Board’s recommendation to vote for a frequency of every year. Rather, shareholders will be casting votes to recommend a say on pay vote frequency, which may be every year, two years, or three years, or they may abstain entirely from voting on the proposal

The frequency of the say on pay vote receiving the greatest number of votes cast in favor of such frequency, whether every year, every two years or every three years, will be the frequency of the say on pay vote that shareholders are deemed to have approved. Abstentions and broker non-votes do not constitute a vote for any particular frequency.

Additionally, although the outcome of this advisory vote on the frequency of future say on pay votes is non-binding, our Board will review and consider the outcome of this vote when making determinations as to when the say on pay vote will again be submitted to shareholders for approval at an annual meeting of shareholders.

THE BOARD OF DIRECTORS RECOMMENDS THAT THE ADVISORY VOTE ON EXECUTIVE COMPENSATION BE SUBMITTED TO SHAREHOLDERS EVERY YEAR.

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RATIFICATION OF INDEPENDENT PUBLIC ACCOUNTANTS

CUMMINS2023 PROXY

RATIFICATION OF INDEPENDENT
PUBLIC ACCOUNTANTS

(~~ITEM~~Item 15 ~~ON THE PROXY CARD)~~on the Proxy Card)

The Audit Committee of our Board has voted to appoint PricewaterhouseCoopers LLP, or PwC, as the firm of independent public accountants to audit our financial statements for ~~2022.~~2023. Although the selection and appointment of independent public accountants is not required to be submitted to a vote of our shareholders, our Board has decided, as in the past, to ask our shareholders to ratify this appointment. Such ratification does not limit the Audit Committee’s ability to make subsequent changes to our auditors that it thinks appropriate.

Under its charter, the Committee is responsible for the appointment, compensation and oversight of our independent auditor. In selecting PwC as the independent public accountants for ~~2022,~~2023, the Audit Committee considered a number of factors, including:

•

PwC’s internal quality-control procedures, including results of the most recent Public Company Accounting Oversight Board (PCAOB) inspection report on PwC and the results of peer review examinations;

•

Consideration of investigations by governmental or professional authorities and whether they may impair PwC’s ability to perform Cummins’ annual audit;

•

PwC’s independence program and any relationships between PwC and our company that could have a bearing on PwC’s independence;

•

PwC’s industry experience and global footprint to audit our operations worldwide;

•

The professional qualifications of the lead audit partner;

•

The periodic refreshment of perspective and objectivity provided by the mandatory five-year rotation of the partner-in-charge;

•

The engagement team’s collective expertise and knowledge of our business, worldwide operations and risk profile; and

•

The results of the evaluation of PwC’s performance described in the Audit Committee Report below.

The Committee discusses services performed by PwC and considers the impact of non-audit services on PwC’s independence. The Committee pre-approves these services and the related fees. We believe that all services rendered to us by PwC are permissible under applicable laws and regulations, and have been pre-approved by or on behalf of the Audit Committee pursuant to the policy described below. Fees paid to PwC for services are disclosed in the table below under the categories listed therein.

These services are actively monitored (both spending level and work content) by the Audit Committee to maintain the appropriate objectivity and independence in PwC’s core work, which is the audit of our consolidated financial statements and the audit of our internal control over financial reporting.

In consideration of the matters described above, we believe that the appointment of PwC is in the best interest of the company and its shareholders.

A representative of PwC will be present at the Annual Meeting and will be available to answer appropriate questions but will not have the opportunity to make a statement. A report of the Audit Committee in connection with its independence, the independence of the auditors and certain other matters follows our Board’s recommendation on this Item below.

~~TABLE~~VOTE REQUIRED AND RECOMMENDATION OF ~~CONTENTS~~THE BOARD OF DIRECTORS

~~RATIFICATION OF INDEPENDENT PUBLIC ACCOUNTANTS~~

~~CUMMINS2022 PROXY~~

V~~ote~~ R~~equired and~~ R~~ecommendation of the~~ B~~oard of~~ D~~irectors~~

Appointment of PwC as auditors will be ratified if the votes cast in favor of the proposal exceed those cast against the proposal. Abstentions and broker non-votes will not affect the voting results for the ratification of PwC.

OUR BOARD RECOMMENDS THAT SHAREHOLDERS VOTE FOR THIS PROPOSAL TO RATIFY THE APPOINTMENT OF PwC.

A~~udit~~

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CUMMINS2023 PROXY

RATIFICATION OF INDEPENDENT PUBLIC ACCOUNTANTS

Audit and Non-A~~udit~~ F~~ees~~ Non-Audit Fees

The ~~following~~ table below presents fees for professional audit services rendered by PwC for the audit of our annual financial statements for ~~2021~~2022 and ~~2020,~~2021 and fees billed for other services rendered by PwC during those periods. The increase in 2022 is primarily related to approximately $10 million in fees for the Meritor acquisition and planned separation of the Filtration business. The fees are presented in millions of US dollars.

	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:(4)		0.0		0.0		0.1		0.0
Total		13.8		11.6		25.1		13.8

(1)

Audit fees consisted of work performed in connection with the audit of our financial statements (including internal control over financial reporting), as well as work generally only the independent auditor can reasonably be expected to provide, such as statutory and subsidiary audits.

(2)

Audit-related fees principally include attestation services requested by management, audit procedures performed in conjunction with the planned separation of the Filtration business and employee benefit plan audits.

(3)

Tax fees consisted principally of assistance with non-US tax compliance and planning, review of foreign tax returns and assistance in connection with tax audits.

A~~udit~~ C~~ommittee~~ Pre-A~~pproval~~ P~~olicy~~(4)

All other fees included advisory services for seminars related to employee training, research survey results, licensing fees for technical research tools and other advisory services.

Audit Committee Pre-Approval Policy

The Sarbanes-Oxley Act of 2002 and rules of the SEC prohibit our independent accountant from providing certain types of non-audit services to us. They also require that all audit, review or attest engagements required under the securities laws and permitted non-audit services provided to us by our independent accountant be pre-approved by the Audit Committee or one of its members to whom the Audit Committee has delegated authority.

Under our policy and procedures, when considering whether to approve non-audit services to be provided by our independent accountant, the Audit Committee must consider whether the provision of the service would adversely affect the independence of the independent accountant. Specifically, the Audit Committee must consider whether the provision of the service would (i) place the accountant in the position of auditing his or her own work; (ii) result in the accountant acting as management or an employee of our company; or (iii) place the accountant in the position of being an advocate for us. Any proposed non-audit service that the Audit Committee determines would adversely affect the independence of our independent accountant will not be approved.

The Audit Committee is solely responsible for pre-approving all audit and non-audit services. The Audit Committee has delegated to its Chair authority to pre-approve audit and permitted non-audit services to be provided by our independent accountant, provided that such services are permissible under our foregoing policy and procedures and do not exceed $100,000 in the aggregate. Decisions of the Chair must be reported to the full Audit Committee at its next scheduled meeting.

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~~CUMMINS2022 PROXY~~

RATIFICATION OF INDEPENDENT PUBLIC ACCOUNTANTS

CUMMINS2023 PROXY

A~~udit~~ C~~ommittee~~ R~~eport~~Audit Committee Report

The role of our Audit Committee is to assist our Board in fulfilling its oversight responsibilities as they relate to:

•

The integrity of our financial statements and internal control over financial reporting;

•

Our compliance with ethics policies, and legal and regulatory requirements; and

•

Our independent auditor’s qualifications and independence.

The Committee also has responsibility for:

•

Preparing this report of the Committee, which is required to be included in our proxy statement;

•

Selecting, retaining, compensating, overseeing and evaluating our independent auditor;

•

Providing assistance to our Board in its oversight of our guidelines and policies with respect to enterprise risk management; and

•

Overseeing the performance of our internal audit function.

Each member of the Committee is independent as defined under our independence criteria, NYSE listing standards and SEC rules. The Committee operates under a written charter that has been adopted by our Board and is reviewed by the Committee on a periodic basis. The Committee’s current charter can be viewed on our website.

The Committee fulfills its responsibilities through periodic meetings with PwC, our independent registered public accounting firm since 2002, and with our internal auditors and management. During ~~2021,~~2022, the Committee met nine times. The Committee periodically meets in executive session. The Committee also has periodic educational sessions on accounting and reporting matters. The Committee reviewed with both PwC and our internal auditors, and approved, their respective audit plans, audit scope, compensation and identification of audit risks. Further, the Committee reviewed and discussed with our management and PwC our audited financial statements, critical audit matters addressed during the audit and management’s and PwC’s evaluations of our internal control over financial reporting, as reported in our ~~2021~~2022 Annual Report on Form 10-K. The Committee discussed our interim financial information contained in each quarterly earnings announcement and each Quarterly Report on Form 10-Q with our Chief Financial Officer, Controller and our independent auditors, prior to public release. The Committee also met with PwC to discuss the results of its reviews of our interim financial statements. Management has the responsibility for the preparation and integrity of our financial statements and internal control over financial reporting and PwC has the responsibility for the review or examinations thereof.

The Committee discussed and reviewed with PwC all matters required by the PCAOB and the SEC. The Committee received the written disclosures and the letter from PwC required by applicable requirements of the PCAOB regarding the independent accountant’s communications with the Committee concerning independence, and discussed with PwC its independence.

The Committee established a process for the formal evaluation of PwC’s performance, which includes obtaining an annual assessment of PwC from management. In conducting this evaluation, the Committee reviewed responses to a questionnaire completed by members of management that covered areas such as the quality of services provided by PwC, sufficiency and experiences of resources on the engagement, communication and interaction with PwC over the course of the year, and independence, objectivity and professional skepticism of PwC. PwC’s performance is also discussed with management and PwC during separate private sessions, as well as in executive session.

The Committee also considers other factors, including the policy that PwC follows with respect to rotation of its key audit personnel, so that there is a new partner-in-charge at least every five years. The Committee is involved in the selection of the partner-in-charge at the time of rotation. PwC’s senior relationship partner interviews with members of management and with the Committee Chair to understand the necessary partner-in-charge attributes as part of the partner-in-charge succession planning process. Attributes evaluated include client and functional experience, technical competence, communication skills, critical behaviors, familiarity with audit committee processes and independent communications and stature within PwC. PwC develops a list of potential candidates and identifies one of the candidates as recommended by the firm. The recommended candidate meets with members of management and the Committee. If the recommended candidate is selected, the process is complete. If the recommended candidate is not selected, the process continues with additional candidate meetings until an acceptable candidate is identified. ~~In 2021, the Committee selected a new PwC~~The most recent partner-in-charge ~~for Cummins. The new partner-in-charge began service as of the 2022 audit period.~~rotation occurred in 2022.

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CUMMINS2023 PROXY

RATIFICATION OF INDEPENDENT PUBLIC ACCOUNTANTS

~~CUMMINS2022 PROXY~~

Based on the above-mentioned reviews and discussions with management, internal audit and PwC, the Committee recommended to our Board of Directors that our audited financial statements and management’s report on internal control over financial reporting be included in our ~~2021~~2022 Annual Report on Form 10-K, for filing with the SEC.

Based on the reviews and evaluations described above, the Committee reappointed PwC as our independent auditors for ~~2022,~~2023, subject to shareholder ratification at the Annual Meeting.

Respectfully submitted,

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

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72APPROVAL OF THE CUMMINS INC. EMPLOYEE STOCK PURCHASE PLAN AS AMENDED

CUMMINS~~2022~~2023 PROXY

APPROVAL OF THE CUMMINS INC. EMPLOYEE STOCK PURCHASE PLAN AS AMENDED

(Item 16 on the Proxy Card)

We are asking our shareholders to approve our Employee Stock Purchase Plan, as amended, which we refer to as the “ESPP.” In 2023, the Talent Management and Compensation Committee of our Board approved an amendment to our existing ESPP to increase the potential discount on stock purchased by employees under the plan from 15% to 20% and to increase the annual limit on our aggregate matching contributions under the ESPP to $30 million from $7.5 million, subject to shareholder approval. The increase in the annual limit is necessary to accommodate an increase in the rate of our matching contributions and increased global participation from our eligible employees. Our Board believes that this amendment will help us retain and motivate eligible employees and will help further align the interests of eligible employees with those of our shareholders. We are seeking shareholder approval of the ESPP, as amended, to satisfy the requirements of the NYSE. Except for the increase of the annual limit on our aggregate matching contributions, we do not expect the approval of the ESPP, as amended, to result in any material change to our current compensation practices.

Summary of the ESPP

The following description of the ESPP is qualified in its entirety by reference to the plan document, as amended, a copy of which is attached as Annex B and incorporated into this proxy statement by reference.

General. The purpose of our ESPP is to allow our eligible employees and eligible employees of our subsidiaries and other affiliates to purchase shares of our Common Stock at a discount. Our Board believes that our ESPP is an important part of our overall compensation program and helpful in attracting, motivating and retaining qualified employees who are essential to our success.

Eligibility. Any of our permanent employees, as designated by us, and any permanent employee of our designated subsidiaries and other affiliates (excluding any person paid through the payroll of an unrelated third party) who, in our judgment, (i) is employed at a work location having sufficient payroll system capabilities to support the ESPP and (ii) if the employee is a citizen or resident of a non-U.S. jurisdiction, is able to participate in the ESPP without violating (or causing his or her employer to violate) any applicable law or regulation. As of December 31, 2022, approximately 96% of our and our affiliates’ employees, including all of our executive officers, were eligible to participate in the ESPP. Members of our Board who are not employees and other non-employees such as consultants are not eligible to participate.

Participation. Each eligible employee may authorize the withholding of 1-15% of his or her base pay each pay period to be used to purchase shares for the employee’s account on the open market by a third-party administrator we have engaged for this purpose. We make a matching contribution in cash in an amount sufficient to result in the employee receiving a discount on the shares purchased. The discount is currently a percentage between 0% and 15% that we determine from time to time. If the ESPP as amended and restated is approved, the discount will be a percentage between 0% and 20% that we determine from time to time. We also pay all brokerage commissions and fees in connection with each purchase of shares. The amount of our matching contribution is discretionary and subject to change, but is subject to an annual limit per calendar year. Prior to the amendment to the ESPP currently being submitted for shareholder approval, the limit was $7.5 million per year on a plan-wide basis. The amendment to the ESPP will increase the limit to $30 million per year. Upon reaching the annual limit, no further matching contributions may be made by us under the ESPP for the remainder of the calendar year. Participants receive any dividends paid on shares credited to their accounts, and may at any time sell any or all of the shares credited to their accounts. A participant may terminate his or her participation in the ESPP at any time by providing notice, and a participant’s participation in the ESPP will also terminate if he or she ceases to qualify as an eligible employee.

New Plan Benefits. The actual benefits, if any, to participants in the ESPP are not determinable prior to the purchase of shares thereunder because the value, if any, of such shares to their holders is represented by the market price of a share of Common Stock on the date of the purchase and we cannot determine participation levels and contribution rates under the ESPP. As of March 7, 2023, the fair market value of one share of Common Stock was $256.29 based upon the closing price for a share of Common Stock on the NYSE.

TABLE OF CONTENTS

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

(1)

The number is comprised of 2,145,963 stock options, 485,299 performance shares and 236,413 restricted shares. See Note 20. "STOCK INCENTIVE AND STOCK OPTION PLANS," to the Consolidated Financial Statements in our 2022 Form 10-K for a description of how options and shares are awarded.

(2)

The weighted-average exercise price relates only to the 2,145,963 stock options. Performance and restricted shares do not have an exercise price and, therefore, are not included in this calculation.

Amendment and Termination of the ESPP. We may, in our sole discretion, amend the ESPP at any time, except that, unless required by law, no amendment may be retroactive or deprive any participant of amounts credited to his or her account. We also may terminate the ESPP at any time in our sole discretion. If we do not Dearlier terminate the ESPP, it will terminate automatically on the tenth anniversary of its approval by shareholders.

Summary of Federal Income Tax Consequences

The following summary is intended only as a general guide to the current U.S. federal income tax consequences of participation in the ESPP and does not attempt to describe all possible federal or other tax consequences of such participation or tax consequences based on particular circumstances. Furthermore, the tax consequences are complex and subject to change, and a taxpayer’s particular situation may be such that some variation of the described rules is applicable.

Our ESPP is not intended to qualify as an “employee stock purchase plan” under Section 423 of the Code. Shares under the ESPP are purchased using after-tax employee contributions. A participant will recognize taxable income as a result of purchasing shares of our Common Stock and receiving our matching contribution under the terms of the ESPP.

Upon purchasing shares under the ESPP and receiving our matching contribution, the participant will recognize ordinary income in an amount equal to the matching contribution. Upon subsequent resale of the shares of Common Stock, the difference between the sale price and the fair market value when the shares were purchased will be treated either as a capital gain or loss. The holding period to determine whether the capital gain (or loss) is a long- or short-term capital gain (or loss) will commence on the day after the date on which the shares are acquired.

Vote Required and Recommendation of the Board of Directors

The affirmative vote of a majority of the votes cast in person or by proxy at the Annual Meeting will be required to approve the Cummins Inc. Employee Stock Purchase Plan, as amended. Abstentions and broker non-votes will not affect the voting results for this proposal.

OUR BOARD RECOMMENDS THAT SHAREHOLDERS VOTE FOR APPROVAL OF THE CUMMINS INC. EMPLOYEE STOCK PURCHASE PLAN, AS AMENDED.

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SHAREHOLDER PROPOSAL

CUMMINS2023 PROXY

SHAREHOLDER PROPOSAL

(~~ITEM 16 ON THE PROXY CARD)~~Item 17 on the Proxy Card)

The following proposal was submitted by ~~an individual shareholder~~John Chevedden and will be voted on at the Annual Meeting if it is properly presented. Our Board recommends that you vote AGAINST this Proposal. The shareholder’s ~~name,~~ address and number of shares of common stock held may be obtained upon oral or written request to our Corporate Secretary.

In accordance with SEC rules, the following text of the Independent Board Chairman Proposal is presented exactly as it was submitted to our company.

P~~roposal~~ 16Proposal 17 – I~~ndependent boardchairman~~Independent Board Chairman

Shareholders request that the Board of Directors adopt an enduring policy, and amend the governing documents as necessary in order that 2 separate people hold the office of the Chairman and the office of the ~~CEO as follows:~~CEO.

~~Selection of the Chairman of the Board The Board requires the separation of the offices of the Chairman of the Board and the Chief Executive Officer.~~

Whenever possible, the Chairman of the Board shall be an Independent Director.

The Board has the discretion to select a Temporary Chairman of the Board who is not an Independent Director to serve while the Board is seeking an Independent Chairman of the ~~Board.~~Board on an expedited basis.

~~The Chairman shall not be~~Although it is a ~~former CEO of the company.~~

~~This~~best practice to adopt this policy soon this policy could be phased in when there is a contract renewal for our current CEO or for the next CEO transition.

~~This proposal topic won 52% support at Boeing and 54% support at Baxter International in 2020. Boeing then adopted this proposal topic in June 2020.~~ The roles of Chairman and CEO are fundamentally different and should be held by 2 directors, a CEO and a Chairman who is completely independent of the CEO and our company. The job of the CEO is to manage the company. The job of the Chairman is to oversee the CEO and management.

~~With the current CEO serving as Chair, this means giving up a substantial check and balance safeguard that can only occur with an independent Board Chairman.~~

A ~~lead director~~Lead Director is no substitute for an independent ~~board chairman. A lead director cannot call a special shareholder~~Board Chairman. The Cummins Lead Director list of duties allow for these conclusions:

•

Conferr and approve Board meeting agendas but approval restricted to making sure there is enough time.

•

Chairs certain Board meetings and ~~cannot even call a special meeting~~gives feedback that can be ignored.

•

Leads the annual performance reviews of the ~~board. A lead director can delegate most of~~CEO and the Board which the lead director ~~duties~~may already do as Chair of the Nominating Committee.

•

Ensure that there is open communication between independent Directors and the Chairman and other management members, a task which employees and other directors may also do.

•

Look at information sent to the ~~CEO office and then~~Board.

•

Confer with the ~~lead director can simply rubber-stamp it.~~Chair on issues of corporate importance, but only as appropriate whatever appropriate means.

Since 2013 support for this proposal topic at Cummins increased from 30% to 37%.

Plus management fails to give shareholders enough information on this topic to make a more informed decision. There is no ~~way shareholders can be sure of what goes on. ·~~

~~Cummins is an example of one~~management comparison of the ~~worst practices associated with a Lead Director – assigning~~exclusive powers of the role to a director who has excessive tenure – Lead Director Alexis Herman has 20-years long tenure. As director tenure goes up director independence goes down. Ms. Herman’s excessive tenure makes her a prime candidate to retire. ·

~~Ms. Herman and Mr. Thomas Linebarger,~~Office of the Chairman and ~~CEO, were 2~~the de minimis exclusive powers of the 3 Cummins directors who received the most negative votes at our 2021 annual meeting. Ms. Herman received up to 30-times the negative votes as other Cummins directors. Management pay received almost as many negative votes as Ms. Herman.Lead Director.

The lack of an independent Board Chairman is an unfortunate way to discourage new outside ideas and an unfortunate way to encourage the CEO to pursue pet projects that would not stand up to effective oversight.

Cummins management does not believe in independent shareholder views on this proposal topic. Cummins management drilled shareholders on voting according to the management party line on this topic in 2019 with its how to vote for dummies messages to shareholders.

Please vote yes:

Independent Board ~~Chair~~Chairman — Proposal 1617

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STATEMENT IN OPPOSITION

Our Board of Directors recommends that shareholders vote AGAINST this shareholder proposal for the following reasons:

We believe that ~~the current structure of our Board has served~~ our shareholders ~~well and has delivered significant value~~are best served if the Board retains the organizational flexibility to ~~shareholders.~~select the best person to serve as Chairman, giving consideration to relevant factors at any particular time.

Under our Corporate Governance Principles, our Board has the freedom to ~~decide whether~~determine the optimal leadership structure for the company, including, when appropriate, separating the roles of Chairman and Chief Executive Officer, ~~should be separate,~~ based solely on what it believes is in the best interests of the company and its shareholders. Given the dynamic and competitive environment in which the company operates, this flexibility allows our Board to decide what leadership structure works best for our company based on the facts and circumstances existing from time to time. When our Board determines that the same individual should hold the positions of Chairman and Chief Executive Officer, and at any time when the Chairman is not independent, the Board’s independent directors will elect an independent Lead Director.

~~Cummins currently~~We believe that it is ~~forecasting~~important for the Board to ~~achieve record sales~~continue to exercise its judgment on a case-by-case basis in determining the most effective leadership structure for us, rather than take a rigid approach, as called for by the shareholder proposal. We believe that the Company and ~~earnings per share~~its shareholders benefit from this flexibility, and that the directors are best positioned to lead this evaluation given their knowledge of our leadership team, strategic goals, opportunities and challenges.

As part of our company’s Chief Executive Officer transition in 2022, ~~while navigating through~~and to help ensure a successful and seamless transition, the ~~challenges~~Board determined that the Company’s shareholders are best served at this time by the separation of the ~~ongoing COVID pandemic, global supply challenges~~Chief Executive Officer and ~~trade tensions between~~Chairman positions. Effective as of August 1, 2022, N. Thomas Linebarger ended his term as Chief Executive Officer, continued serving as Chairman of the ~~U.S.~~Board and ~~China.~~ transitioned to a role as Executive Chairman. Also, effective as of August 1, 2022, Jennifer W. Rumsey succeeded Mr. Linebarger as Chief Executive Officer and President. Thomas J. Lynch, an independent director appointed as the Board’s independent Lead Director by the independent directors of our Board at the company’s 2022 annual meeting of shareholders, continued to serve in such capacity.

Our Board recognizes and anticipates that circumstances may change such that a different structure may be warranted to support our company’s needs, and the Board periodically reviews and assesses its leadership structure.

We believe that our existing governance practices and the current leadership structure of our Board have served our shareholders well, have delivered significant value to shareholders and promote effective and independent Board oversight.

As a result of the successful execution of the ~~Company’s~~company’s strategy over the past decade, Cummins is in a very strong financial position with strong credit ratings and liquidity and a proven track record of improving performance over successive cycles. The success of the company has been driven by a strong understanding of the ~~industry~~industries in which we operate, a demonstrated capability to drive performance improvement over successive cycles and the vision to set the company on a path to further success in the face of changing industry dynamics. At the Company’s recent Analyst Day, members of the leadership team laid out Cummins’ plans to be an industry leader in decarbonization, which presents a significant future growth opportunity for Cummins.

There is no evidence to suggest that ~~separating~~adopting a policy requiring separation of the roles of Chairman and Chief Executive Officer would improve our financial performance or otherwise benefit shareholders.

~~The Board is truly independent and has an independent Lead Director with the authority to ensure proper checks and balances.~~

With the exception of ~~Mr. Linebarger, our Chairman and Chief Executive Officer, and~~ Ms. Rumsey, our President and Chief ~~Operating~~Executive Officer, and Mr. Linebarger, our Chairman of the Board and Executive Chairman, the Board is composed entirely of independent directors. Independent directors make up ~~85%~~84.6% of the Board. As discussed under the heading “Other Information – Related-Party Transactions,” none of our directors were involved in any related party transactions in ~~2021,~~2022, demonstrating that our Board’s decision-making was free from potential conflicts of interest.

Our Board’s meeting practices and leadership structure encourage independence. The independent directors meet at each regularly scheduled Board meeting in separate executive sessions without Ms. Rumsey and Mr. Linebarger ~~and Ms. Rumsey~~ present. These sessions are led by an independent Lead Director, currently Mr. Lynch, who is selected by and from the independent directors. In addition, our independent directors frequently travel, without the Chief Executive Officer or the ~~Chief Operating Officer~~Executive Chairman in attendance, to visit our operations and meet with our employees and other stakeholders. In addition, our Board is dedicated to attaining a balance of tenure and refreshment. We have added seven new directors to our Board since 2015, bringing new and diverse perspectives and adding to our Board’s mix of objectivity, skills and experience.

We have long been committed to having an independent Lead Director. The duties of the independent Lead Director are comprehensive and clearly delineated in our Corporate Governance Principles available on our Investor Relations site through www.cummins.com. Our independent Lead Director’s responsibilities include:

•

Serving as Chair of the Governance and Nominating Committee;

•

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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 session 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, the CEO 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 and CEO on other issues of corporate importance, as appropriate.

As noted above, Alexis M. Herman, our current independent Lead Director, will retire effective at the conclusion of the Annual Meeting. Ms. Herman was selected for this position because of her experience as the U.S. Secretary of Labor and her other experiences in leadership positions in the private and public sectors. We anticipate appointing Ms. Herman’s successor as Lead Director from among the independent Directors elected at the Annual Meeting.

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~~STATEMENT IN OPPOSITION~~

One of our longstanding governance practices is that all the members (including the chairs) of the Audit Committee, the Compensation Committee and the Governance and Nominating Committee are independent directors, nominated by the Governance and Nominating Committee. When coupled with the independent composition of our Board, this governance practice ensures that independent directors oversee all critical Board governance matters, such as the integrity of the company’s financial statements, compensation of our Chief Executive Officer and other members of senior management, and Board evaluation and selection of directors. The Board and each of its committees have unrestricted access to officers and employees of the company and have the authority to ask such questions and conduct investigations, and to retain legal, accounting, financial or other outside advisors, as they deem necessary or appropriate to fulfill their duties. In addition, the Board has long-established Corporate Governance Principles, which are available on our website.

A fixed, inflexible rule requiring the separation of our Chairman of the Board and Chief Executive Officer roles is not in the best interests of our shareholders.

We operate in a very competitive and fast-changing industry in which our Board must constantly assess industry change and disruption. Our Board is comprised of directors with diverse backgrounds, experience, perspectives and in-depth knowledge about the company. With this expertise, it is uniquely positioned to evaluate the company’s key challenges and needs, including the optimal Board leadership structure.

~~While our~~The Board believes that ~~there may be circumstances which warrant separation~~its current best leadership structure strikes an appropriate balance between strong and consistent executive leadership and independent and effective oversight of our ~~Chairman~~company’s business at this time and Chief Executive Officer roles, our Board currently believes it is in the best interests of our company for the roles of our Chairman and Chief Executive Officer to be combined and to appoint a Lead Director from among our independent directors. Our Board believes that this leadership structure currently assists our Board in creating a unified vision for our company, streamlines accountability for our performance and facilitates our Board’s efficient and effective functioning. Furthermore, having one person serve as both Chairman and Chief Executive Officer demonstrates to our employees, suppliers, customers, shareholders and other stakeholders that our company has strong leadership setting the tone and having responsibility for managing our operations. As the COVID-19 pandemic has unfolded, having Mr. Linebarger serve as both Chairman and Chief Executive Officer has allowed us to quickly build consensus around the steps necessary to protect our employees and our business.

Our Board cannot currently predict, and has no desire to abdicate its future fiduciary deliberation and decision-making authority, whether separating these roles at the time of the next Chief Executive Officer transition is appropriate or in the best interests of the company and shareholders. Mandatingmandating a fixed and inflexible leadership structure for the company would unduly restrict the Board, ~~and~~ would prevent the Board from determining the most appropriate leadership structure for the ~~company. Effective corporate governance requires more than just a mechanical, “one size fits all” approach.~~

~~Our Board evaluates its policy on whether the roles of our Chairman~~company and Chief Executive Officer should be separate on an annual basis. This review will also occur in connection with any future Chief Executive Officer transition, and we believe that an inflexible approach willwould hinder our ~~ability to identify and engage the next successor to Mr. Linebarger at the time of the transition.~~

~~Based on these considerations, our Board believes that this remains the best leadership structure for our company at this time and that, operating under this structure, our Board is very effective~~Board’s effectiveness in guiding our company and representing the interests of the shareholders. Effective corporate governance requires more than just a mechanical, “one-size-fits-all” approach.

The proposal’s rigid and prescriptive approach to board leadership is not the practice of the majority of companies in the S&P 500.

The proposal confuses the existence of a separate Chairman and Chief Executive Officer among S&P 500 companies with the adoption of a policy mandating, in all circumstances, the separation and independence of a company’s Chairman. While a number of S&P 500 companies have separated the roles of Chief Executive Officer and Chairman, not all of those companies have adopted an inflexible policy mandating the separation of Chairman and Chief Executive Officer roles, no matter the situation. Furthermore, a majority of S&P 500 companies do not have a separate, independent Chairman. According to the ~~2021~~2022 Spencer Stuart Board Index, approximately ~~63%~~64% of companies in the S&P 500 do not have an independent Chairman. We believe that rather than taking a “one-size-fits-all” approach to board leadership, the Board’s fiduciary duties are best fulfilled by retaining flexibility to determine the leadership structure that serves the best interests of our company and shareholders, taking into account the company’s needs and circumstances at any given time.

Our Board routinely engages directly with shareholders, reinforcing Board and management accountability, and acts on our shareholders’ governance concerns that are expressed in these interactions.

The company has long maintained a robust engagement program in order for the Board to be fully informed on, and able to weigh carefully, the view of its shareholders before making critical decisions on governance topics. We believe that our existing corporate governance policies provide the appropriate balance between ensuring Board accountability to shareholders and enabling the Board to effectively oversee Cummins’ business and affairs for the long-term benefit of shareholders. In addition, over the past several years, our independent directors, along with our leadership team, have engaged in significant shareholder outreach with shareholders holding a significant percentage of outstanding shares. As a result of these interactions, we have taken the following corporate governance-related actions in recent years:

•

adopted proxy access;

•

adopted a unilateral right for shareholders to amend the company’s bylaws; and

•

lowered the threshold at which shareholders may call a special meeting.

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Along with the oversight of our Lead Director, these changes to our governing documents provide shareholders with the ability to ensure that proper checks and balances exist.

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STATEMENT IN OPPOSITION

During these conversations, a majority of these shareholders, when asked, support our position of maintaining the flexibility for our Board to best determine our leadership structure.

The Board and our company are committed to the highest standards of corporate governance.

Our corporate governance practices and policies are described in the section of this proxy statement entitled “Corporate Governance.” As discussed in that section, we have had a longstanding commitment to good corporate governance. Our practices in the area of corporate responsibility have been recognized by various organizations. For example, we have been named one of the World’s Most Ethical Companies by the Ethisphere Institute for 1516 consecutive years and we have been named to the S&P Dow Jones Indices of the World’s Most Sustainable Companies in 2021 and 2022 and to the Group’s North American Index for 1516 consecutive years. In addition, we were named a top 100 company on Newsweek’s 2022 ~~list~~and 2023 lists of America’s Most Responsible Companies and to Barron’s 2022 list of America’s 100 Most Sustainable Publicly Held Companies.

Our shareholders rejected substantially identical proposals in 2013, 2015, 2019 and ~~2019.~~2022.

In 2013, 2015, 2019 and ~~2019,~~2022, our shareholders considered and rejected a proposal that would have required separate Chairman and Chief Executive Officer roles. The proposals, which sought a policy requiring our Chairman to be an independent director, were soundly defeated by our shareholders at our 2013 Annual Meeting with only 23.7% of our outstanding shares voting in favor of the proposal; at our 2015 Annual Meeting, with only ~~27%~~27.0% of our outstanding shares voting in favor of the proposal; at our 2019 Annual Meeting, with only 24.6% of our outstanding shares voting in favor of the proposal; and at our ~~2019~~2022 Annual Meeting, with only ~~25%~~28.1% of our outstanding shares voting in favor of the proposal. Since ~~2019,~~2022, nothing has changed that would merit a different result.

~~VOTE REQUIRED AND RECOMMENDATION OF THE BOARD OF DIRECTORS~~Vote Required and Recommendation of the Board of Directors

The affirmative vote of a majority of the votes cast in person or by proxy at the Annual Meeting will be required to approve this proposal. Abstentions and broker non-votes will not affect the voting results for this proposal.

OUR BOARD RECOMMENDS THAT SHAREHOLDERS VOTE AGAINST THIS PROPOSAL.

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SHAREHOLDER PROPOSAL

(Item 18 on the Proxy Card)

The following proposal was submitted by As You Sow on behalf of Meyer Memorial Trust, PCR Children’s Tr FBO Ellen and The Woodcock Foundation and will be voted on at the Annual Meeting if it is properly presented. Our Board recommends that you vote AGAINST this Proposal. The proponents’ addresses and numbers of shares of common stock held may be obtained upon oral or written request to our Corporate Secretary.

In accordance with SEC rules, the following text of the proposal is presented exactly as it was submitted to our company.

WHEREAS: The IPCC states that the window for limiting global warming to 1.5 degrees Celsius (“1.5oC”) to avoid the worst impacts of climate change is quickly narrowing. Immediate, sharp emissions reduction is required of all market sectors.1

In response to this growing material climate risk, the Climate Action 100+ initiative (“CA100+”), a coalition of over 700 investors with $60 trillion in assets, issued a Net Zero Benchmark (“Benchmark”) outlining metrics that create climate accountability for companies and transparency for shareholders. Expectations include setting a net zero ambition, adopting 1.5°C aligned reduction goals across all relevant emission scopes, and establishing executive compensation metrics for achieving emissions reduction targets.2

As a global leader in engine manufacturing and components for heavy industrial vehicles, Cummins Inc. (“Cummins”) is included on the CA100+ list of the world’s largest corporate greenhouse gas emitters. Companies in the transportation sector are particularly vulnerable to climate risk as this sector was responsible for 37% of global greenhouse gas emissions in 2021.3

Cummins has set a goal to reduce its Scope 3 use-of-product emissions, which represent 99% of the Company’s value chain emissions, by 25% by 2030 (from a 2018 baseline), a goal significantly below that necessary to align with the 1.5°C Paris goal and the CA100+ Benchmark. Cummins is not on track to achieve even this limited goal. From 2018 to 2021, Cummins’ use-of-product emissions have increased 6 percent.4

Cummins has also failed to meet the CA100+ Net Zero Benchmark indicators for climate-related executive compensation metrics.5 Cummins’ compensation structure does not currently link greenhouse gas emissions reduction to executive compensation.6 In fact, Cummins received an “F” grade on a recent report assessing Company Chief Executive Officer (CEO) compensation linkage to climate performance.7

Linking executive compensation to achieving 1.5°C aligned emissions reductions will incentivize leadership to prioritize climate performance while providing board oversight on this important issue. By tying CEO pay to 1.5°C aligned emissions reduction targets across its value chain, Cummins can assure investors it is adequately planning for long-term value creation and managing climate risk.

RESOLVED: Shareholders request the Board disclose a plan, at reasonable expense and excluding confidential information, to link executive compensation to 1.5°C aligned greenhouse gas emissions reductions across the company’s value chain, including Scope 1, 2, and 3 greenhouse gas emissions.

https://report.ipcc.ch/ar6wg3/pdf/IPCC_AR6_WGIII_FinalDraft_FullReport.pdf

https://www.climateaction100.org/net-zero-company-benchmark/methodology/

https://www.iea.org/topics/transport

https://www.cdp.net/

https://www.climateaction100.org/company/cummins-inc/

https://investor.cummins.com/sec-filings/all-sec-filings/content/0001104659-22-038414/0001104659-22-038414.pdf

https://www.asyousow.org/report-page/2022-pay-for-climate-performance

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SHAREHOLDER PROPOSAL

SUPPORTING STATEMENT: Proponents suggest the Board assess and disclose the benefits to the company of:

•

Linking executive compensation to emission reductions across the Company’s full value chain;

•

Linking compensation to a: (1) standalone, (2) quantitative emissions reduction metric, (3) that is not a de minimis portion of total pay;

•

Including emission reductions in the long-term incentive plan, preferably as performance share units;

•

Annually reporting progress towards meeting emissions reduction compensation goals;

•

Other information the Board deems appropriate.

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STATEMENT IN OPPOSITION

Our Board of Directors recommends that shareholders vote AGAINST this shareholder proposal for the following reasons:

We believe that the prescriptive approach of this proposal is not in the best interest of the Company and its shareholders at this time, particularly in light of the actions Cummins is already taking to address climate change and sustainability.

Cummins is committed to doing our part to address climate change and air emissions, using natural resources in the most sustainable way, and improving communities as demonstrated by the launch of PLANET 2050 in 2019. The Cummins environmental sustainability strategy set quantifiable goals for 2030 along with visionary longer-term aspirations. By 2050, Cummins’ aspirational targets include carbon neutrality. Working with the Science Based Target initiative (“SBTi”), Cummins established two science-based targets for climate change which encompass facilities and operations (scope 1 and 2) and products (scope 3). Cummins publicly reports on progress to these 2030 goals – to reduce absolute greenhouse gas (GHG) emissions from facilities and operations by 50% and reduce scope 3 absolute lifetime GHG emissions from newly sold products by 25% – as well as the other seven PLANET 2050 goals through multiple reporting frameworks and its annual Sustainability Progress Report. In 2022, Cummins launched Destination Zero, which is our strategy to accelerate efforts to reduce GHG emissions and air quality impacts of our products in a way that is best for our customers and all stakeholders. We recognize the importance of addressing climate change, and we have taken a number of steps on our journey towards creating a more sustainable future for our company. Over the past several years, Cummins has acted to increase the understanding and management of the complicated factors impacting climate-related matters, as well as show meaningful outcomes that demonstrate our commitment to addressing them.

While we are committed to furthering our sustainability efforts, our core values guide how we approach fulfilling that commitment. As such, we believe it would be irresponsible to commit to the proponent’s requested actions before completing the necessary foundational steps, many of which were underway before we received the proponent’s proposal.

To learn more about the company’s sustainability efforts, go to the company’s ESG web page at https://www.cummins.com/company/esg.

We believe that our Talent Management and Compensation Committee, which is comprised entirely of independent directors, is best positioned to design and implement executive compensation arrangements that will promote Cummins’ goals and create long-term shareholder value.

This proposal unduly interferes with the operations of our Talent Management and Compensation Committee, which requires flexibility to determine the appropriate metrics for our executive compensation program. Our shareholders’ interests are best served by maintaining the Committee’s flexibility to determine the metrics that are best suited to drive environmental progress in parallel with sustainable, long-term growth. As such, we do not believe it is in the company’s or our shareholders’ best interests to commit to the actions in the proposal at this time, and we recommend that our shareholders vote against this proposal.

Vote Required and Recommendation of the Board of Directors

OUR BOARD RECOMMENDS THAT SHAREHOLDERS VOTE AGAINST THIS PROPOSAL.

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STOCK OWNERSHIP OF DIRECTORS, MANAGEMENT AND OTHERS

STOCK OWNERSHIP OF DIRECTORS, MANAGEMENT AND ~~OTHERS~~

OTHERS

The following table sets forth information with respect to the beneficial ownership of our Common Stock as of March ~~8, 2022~~7, 2023 by:

•

Each current director and director nominee;

•

Each executive officer appearing in the Summary Compensation Table;

•

All directors and executive officers as a group; and

•

Any person who is known by us to beneficially own more than 5% of the outstanding shares of our Common Stock based on our review of the reports regarding ownership filed with the SEC.

Beneficial ownership is determined in accordance with the rules of the SEC and includes any shares over which a person exercises sole or shared voting or investment power. Under these rules, beneficial ownership also includes any shares as to which the individual or entity has the right to acquire beneficial ownership within 60 days of March ~~8, 2022~~7, 2023 through the exercise of any stock option or other right. Shares subject to stock options or other rights are deemed to be outstanding for the purpose of computing the ownership percentage of the person beneficially holding these stock option or other rights, but are not deemed to be outstanding for the purpose of computing the ownership percentage of any other person. Except as otherwise indicated, the address of each beneficial owner is Cummins Inc., 301 East Market Street, Indianapolis, Indiana 46204.

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)

Less than 1%.

(1)

Except as otherwise indicated, the voting and investment powers of the shares listed are held solely by the reported owner.

~~(2)~~

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(2)

The source of this information is a Schedule 13G/A filed February 9, ~~2022~~2023 with the SEC disclosing beneficial ownership of our Common Stock by The Vanguard Group and its related companies. The Vanguard Group and its related companies stated in their Schedule 13G/A that they have sole dispositive power for ~~12,344,558~~12,629,716 shares, shared dispositive power for ~~577,348~~575,372 shares, sole voting power for none of the shares and shared voting power for ~~223,114~~190,875 shares.

(3)

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~~(3)~~

The source of this information is a Schedule 13G/A filed February ~~1, 2022~~7, 2023 with the SEC disclosing beneficial ownership of our Common Stock by BlackRock, Inc. and its related companies. BlackRock, Inc. and its related companies stated in their Schedule 13G/A that they have sole dispositive power for all of the shares and sole voting power for ~~9,740,099~~10,185,647 shares.

(4)

Includes ~~67,800~~38,528 shares that may be purchased upon the exercise of vested stock options within 60 days of March ~~8, 2022.~~7, 2023.

(5)

Includes ~~240~~47 shares ~~held~~owned by ~~Mr. Linebarger’s spouse~~Ms. Embree’s 401(k) plan and ~~580,620~~13,320 shares that may be purchased upon the exercise of vested stock options within 60 days of March ~~8, 2022.~~7, 2023.

(6)

Includes ~~1,977~~240 shares held by ~~Ms. Nelson’s spouse.~~

~~(7)~~

~~Includes 482~~Mr. Linebarger’s spouse 9,046 shares ~~held~~owned by ~~Ms. Nelson’s spouse.~~

~~(8)~~

~~Includes 41,660~~Mr. Linebarger’s 401(k) plan, 43,859 shares owned by Mr. Linebarger’s children and 578,930 shares that may be purchased upon the exercise of vested stock options within 60 days of March ~~8, 2022.~~7, 2023.

~~(9)~~
(7)

Includes ~~47,140~~167 shares owned by Mr. Miller’s child.

(8)

Includes 82 shares held by Ms. Nelson’s spouse, 600 shares owned by the 2013 Family Trust and 400 shares owned by Ms. Nelson’s spouse via the 2015 Family Trust..

(9)

Includes 928 shares held by Trust.

(10)

Includes 1,420 shares held by Ms. Rumsey’s 401(k) plan, 11,373 shares held by Trust and 59,675 shares that may be purchased upon the exercise of vested stock options within 60 days of March ~~8, 2022.~~7, 2023.

~~(10)~~
(11)

Includes ~~98,160~~2,302 shares held by Mr. Satterthwaite’s 401(k) plan and 111,090 shares that may be purchased upon the exercise of vested stock options within 60 days of March ~~8, 2022.~~7, 2023.

~~(11)~~
(12)

Includes ~~41,000~~61,540 shares that may be purchased upon the exercise of vested stock options within 60 days of March ~~8, 2022.~~7, 2023.

~~(12)~~
(13)

Includes ~~1,064,090~~1,587,874 shares that may be purchased upon the exercise of vested stock options within 60 days of March ~~8, 2022.~~7, 2023.

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7890

CUMMINS~~2022~~2023 PROXY

OTHER BUSINESS

Our Board does not know of any business to be presented for action at the Annual Meeting other than that set forth in the Notice of Annual Meeting of Shareholders as reflected in Items 1 through 1618 on the proxy card, and as referenced in this proxy statement. Under the terms of our by-laws, moreover, since the deadline for notice of additional business has passed, no additional business may be presented by shareholders for action at the Annual Meeting.

O~~ther~~THER I~~nformation~~NFORMATION

RELATED-PARTY TRANSACTIONS

Our company, together with our subsidiaries and affiliates, is a global company with extensive operations in the U.S. and many foreign countries. We have thousands of employees with widespread authority to purchase goods and services. Because of these far-reaching activities, we encounter transactions and business arrangements with persons, businesses and other organizations in which one of our directors, executive officers or nominees for director, significant investors or their immediate families, may also be a director, executive officer, or have some other direct or indirect material interest. Such transactions and arrangements, which we refer to as related-party transactions, have the potential to create actual or perceived conflicts of interest.

As a result, the Audit Committee of our Board has established, and our Board has approved, a written policy and procedures for review and approval of any related-party transactions or proposed transactions where the amount involved in any year exceeds or will exceed $120,000. These procedures require that, in deciding whether to approve such a related-party transaction involving a director, director nominee, executive officer, holder of more than five percent of our Common Stock or their immediate family members, the Audit Committee must consider, among other factors:

•

Information about the goods and services to be or being provided by or to the related party;

•

The nature of the transaction and the costs to be incurred by us or payments to us;

•

An analysis of the costs and benefits associated with the transaction;

•

The business advantage we would gain by engaging in the transaction; and

•

An analysis of the significance of the transaction to us and the related party.

To receive Audit Committee approval, a related party transaction must be on terms that are believed to be fair and reasonable to us. Our policy requires that there be a business or corporate interest supporting the transaction and that the transaction be in the best interest of us and our shareholders.

Based on information known to us, we believe there were no transactions during ~~2021~~2022 in which we were or are to be a participant in which the amount involved exceeded or will exceed $120,000, and in which any director, director nominee, executive officer, holder of more than five percent of our Common Stock at the time of the transaction or any member of the immediate family of any of the foregoing persons had or will have a direct or indirect material interest.

DELINQUENT SECTION 16(A) REPORTS

Section 16(a) of the Securities Exchange Act of 1934 requires our executive officers and directors, and persons who beneficially own more than 10% of our Common Stock, to file reports of ownership and changes in ownership of such securities with the SEC and the NYSE. Copies of these reports must also be furnished to us. Based solely upon a review of the copies of the forms filed under Section 16(a) and furnished to us, written representations from reporting persons after inquiry, and forms filed by us on the reporting person’s behalf, we believe that all filing requirements under Section 16(a) applicable to our executive officers and directors were complied with during ~~2021,~~2022, except that a Form 3 was filed for Jeffrey Wiltrout on January 31, 2022 to report his initial beneficial ownership of our company’s securities as of January 15, 2022, and a Form 4 was filed for ~~John D. Brockhaus~~Tony Satterthwaite on ~~June 4, 2021~~August 30, 2022 to report a sale of stock in a 401(k) plan that occurred on March 8, 2021, a Form 4 was filed for Alexis M. Herman on November 12, 2021 to report of sale of stock that occurred on November 5, and a Form 4 was filed for Bruno V. Di Leo Allen on November 22, 2021 to report a sale of stock that occurred on November 17, 2021.August 25, 2022.

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OTHER BUSINESS

CUMMINS~~2022~~2023 PROXY

7991

SHAREHOLDER PROPOSALS

Shareholders may submit proposals to be considered for shareholder action at our ~~2023~~2024 annual meeting of shareholders and inclusion in our proxy statement and proxy card if they do so in accordance with the appropriate regulations of the SEC. For such proposals to be considered for inclusion in our proxy statement and form of proxy card for our ~~2023~~2024 annual meeting of shareholders, they must be received by our Secretary no later than November 28, ~~2022.~~2023.

If a shareholder desires to bring proper business before an annual meeting of shareholders which is not the subject of a proposal timely submitted for inclusion in our proxy statement and form of proxy as described above, the shareholder must follow procedures outlined in our by-laws. Pursuant to our by-laws, a shareholder may bring business to be considered at the annual meeting, provided that the shareholder (i) is a shareholder of record at the time of giving notice to us of the of the business and is entitled to vote at the annual meeting where the business will be considered, and (ii) complies with the applicable notice procedures set forth in our by-laws. Our by-laws provide that, in the case of business other than the election of directors, the shareholder bringing the business must deliver written notice of the business to our Secretary no later than 90 days preceding the date the meeting is scheduled to occur in the notice of such meeting first given to shareholders, which we refer to as the “originally scheduled date,” unless such date is earlier than the first anniversary of the date set forth in our first mailed definitive proxy materials for the prior year’s annual meeting, in which case written notice of the proposal must be delivered not later than the close of business on the 10th day following the first public disclosure of the earlier date.

In order for shareholders to give timely notice of director nominations at our 2024 annual meeting of shareholders for inclusion on a universal proxy card under Rule 14a-19 of the Exchange Act, notice must be submitted by the same deadline as disclosed above under the procedures for Shareholder director candidate recommendations set forth in our by-laws and must also include the information in the notice required by our by-laws and by Rule 14a-19.

Each required notice must contain certain information, including information about the shareholder, as prescribed by the by-laws.

EXPENSES OF SOLICITATION

The cost of this proxy solicitation will be borne by us. We will solicit proxies by mailing proxy materials to certain shareholders and a Notice of Internet Availability of Proxy Materials to all other shareholders; for shareholders that do not receive the full proxy materials, printed copies will be sent upon request as provided below and as provided in the Notice of Internet Availability of Proxy Materials.

We have retained Morrow Sodali Global LLC, 470 West Avenue, Stamford, Connecticut 06902, to assist us in the solicitation of proxies for a fee not to exceed $10,000 plus expenses. Proxies may also be solicited by mail, telephone, e-mail or fax by our directors, officers and employees who will not be separately compensated for such services. Banks, brokerage houses and other institutions, nominees or fiduciaries will be reimbursed for their reasonable expenses incurred in forwarding proxy materials to the beneficial owners of our Common Stock upon request.

DELIVERY OF PROXY MATERIALS TO HOUSEHOLDS

Pursuant to the rules of the SEC, services that deliver our communications to shareholders that hold their stock through a bank, broker or other holder of record may deliver to multiple shareholders sharing the same address a single copy of our Notice of Internet availability of Proxy Materials and, as applicable, a printed version of our annual report to shareholders and this proxy statement. Upon oral or written request, we will promptly deliver a separate copy of the Notice of Internet Availability of Proxy Materials, annual report to shareholders and/or proxy statement to any shareholder at a shared address to which a single copy of the document was delivered.

Shareholders sharing an address may also request delivery in the future of a single copy of a Notice of Internet Availability of Proxy Materials, annual report to shareholders and/or proxy statement if they are currently receiving multiple copies of such documents. Shareholders may notify us of their requests by calling or writing to our Secretary at (317) 610-2500 or Cummins Inc., 301 East Market Street, Indianapolis, Indiana 46204.

March ~~28, 2022~~27, 2023

We will furnish to any shareholder, without charge, a copy of our Annual Report on Form 10-K. You may also obtain a copy of the Form 10-K by writing to Sharon R. Barner, Secretary, Cummins Inc., 301 East Market Street, Indianapolis, Indiana 46204 or on our website at www.cummins.com.

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CUMMINS~~2022~~2023 PROXY

APPENDIX A~~ppendix~~ A

R~~econciliations~~Reconciliations of GAAP to Non~~-GAAP Financial~~
M~~easures~~ Non-GAAP Financial Measures

EARNINGS BEFORE INTEREST, INCOME TAXES, DEPRECIATION AND AMORTIZATION AND NONCONTROLLING INTERESTS

We define EBITDA as earnings before interest expense, income tax expense, depreciation and amortization and noncontrolling interests in income of consolidated subsidiaries. We use EBITDA to assess and measure the performance of our operating segments and also as a component in measuring our variable compensation programs. We believe EBITDA is a useful measure of our operating performance as it assists investors and debt holders in ~~comparng~~comparing our performance on a consistent basis without regard to financing methods, capital structure, income taxes or depreciation and amortization methods, which can vary significantly depending upon many factors. This measure is not in accordance with, or an alternative for, accounting principles generally accepted in the United States and may not be consistent with measures used by other companies. It should be considered supplemental data.

2022 & 2021 ~~& 2020~~ EBITDA

	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

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APPENDIX A~~ppendix~~ A

CUMMINS~~2022~~2023 PROXY

~~2021~~2022 & ~~2020~~2021 Net Operating Profit After Taxes

	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

~~2021-2019~~2022-2020 Net Assets

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

~~2021-2019~~2022-2020 Invested Capital

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

2022 Revenue

In Billions	December 31, 2022
Total Revenue		$28.1
Less: Mertior revenue		$(1.9)
Revenue Excluding Meritor		$26.2

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APPENDIX B

This document constitutes part of a prospectus covering securities that have been registered under the Securities Act of 1933.

CUMMINS INC.
EMPLOYEE STOCK PURCHASE PLAN

Shares of Common Stock
(Par Value $2.50 Per Share)
of Cummins Inc.

This document contains information regarding the Cummins Inc. Employee Stock Purchase Plan and the Common Stock of Cummins Inc. that has been or is to be offered to eligible employees of Cummins Inc. and its subsidiaries under the terms of the Employee Stock Purchase Plan.

Our common stock is traded on the New York Stock Exchange under the symbol “CMI.”

You should consider carefully the information under the caption “Risk Factors” in our most recent Annual Report on Form 10-K.

NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR PASSED UPON THE ADEQUACY OR ACCURACY OF THIS DOCUMENT. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

Dated as of May 9, 2023

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APPENDIX B

CUMMINS2023 PROXY

TABLE OF CONTENTS

	ARTICLE I GENERAL PROVISIONS					1
	Section 1.01. Restatement					1
	Section 1.02. Purpose					1
	ARTICLE II DEFINED TERMS AND RULES OF CONSTRUCTION					1
	Section 2.01. Definitions					1
	Section 2.02. Rules of Interpretation and Governing Law					2
	ARTICLE III ELIGIBILITY AND PARTICIPATION					2
	Section 3.01. Eligibility					2
	Section 3.02. Participation					2
	Section 3.03. Effective Date of Participation					2
	Section 3.04. End of Participation					2
	ARTICLE IV ACCOUNTS, CONTRIBUTIONS, AND PURCHASES					2
	Section 4.01. Accounts					2
	Section 4.02. Payroll Deduction Contributions					2
	Section 4.03. Employer Contributions					2
	Section 4.04. Credits to Accounts					2
	Section 4.05. Application of Cash					3
	ARTICLE V PURCHASE AND SALE OF PLAN SHARES					3
	Section 5.01. Purchase of Plan Shares					3
	Section 5.02. Certificates or Book Entries for Plan Shares					3
	Section 5.03. Sale of Plan Shares					3
	ARTICLE VI VOTING AND TENDER OF PLAN SHARES					3
	Section 6.01. Voting of Plan Shares					3
	Section 6.02. Tender or Exchange Offer					3
	ARTICLE VII PLAN EXPENSES					3
	Section 7.01. Expenses					3
	ARTICLE VIII AMENDMENT AND TERMINATION					4
	Section 8.01. Amendment					4
	Section 8.02. Termination					4

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APPENDIX B

	ARTICLE IX MISCELLANEOUS PROVISIONS					4
	Section 9.01. Non-U.S. Participation					4
	Section 9.02. Statements					4
	Section 9.03. Tax Matters					4
	Section 9.04. Limitation on the Employers’ and the Administrator’s Liability					4
	Section 9.05. Transfer; Assignment					4

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APPENDIX B

CUMMINS2023 PROXY

ARTICLE I

GENERAL PROVISIONS

Section 1.01. Restatement. Cummins Inc. (“Cummins”) established the Cummins Inc. Employee Stock Purchase Plan (“Plan”), effective November 1, 1998. Cummins restated the Plan, subject to shareholder approval, effective as of May 14, 2019, and again amended the Plan effective January 1, 2020. The Plan is being amended and restated effective as of the date of its approval by Cummins’ shareholders at Cummins’ 2023 annual meeting of shareholders.

Section 1.02. Purpose. The purpose of the Plan is to allow eligible employees of Cummins and its subsidiaries and affiliates (“Employer”) to purchase shares of Cummins common stock and receive a matching employer contribution. The Plan is not intended to qualify as an employee stock purchase plan within the meaning of Section 423 of the Internal Revenue Code.

ARTICLE II

DEFINED TERMS AND RULES OF CONSTRUCTION

Section 2.01. Definitions. For purposes of the Plan, the following terms, when capitalized, have the meanings set out below:

(a) “Account” means, with respect to a Participant, the account established by the Administrator for the Participant pursuant to Section 4.01.

(b) “Administrator” means Morgan Stanley Smith Barney or such other administrator as Cummins, in its discretion, may designate.

(c) “Applicable Form” means the form designated and provided by the Employer or Administrator for making an election or providing a notice required by the Plan. To the extent permitted by applicable law, the Employer or Administrator may prescribe an oral, electronic, or telephonic form in lieu of or in addition to a paper form.

(d) “Base Pay” means, with respect to a Participant, his base salary or hourly wages and includes commission and earnings that are paid in lieu of base salary or hourly wages, such as vacation or holiday pay. Base Pay excludes allowances, incentive pay, bonuses, reimbursed expenses, overtime pay, deferred compensation, fringe benefits, and other similar forms of payment, unless otherwise determined by Cummins.

(e) “Code” means the United States Internal Revenue Code of 1986, as amended from time to time.

(f) “Commission” means the United States Securities and Exchange Commission.

(g) “Common Stock” means the common stock of Cummins.

(h) “Cummins” means Cummins Inc.

(i) “Eligible Employee” means a permanent Employee who, in the judgment of Cummins, (i) is employed at a work location having sufficient payroll system capabilities to support the Plan and (ii) if such individual is a citizen or resident of a non-U.S. jurisdiction, is able to participate in the Plan without violating (or causing the Employer to violate) any applicable law or regulation. For purposes of this definition, a “permanent” Employee includes any Employee whom Cummins designates as “permanent,” regardless of the Employee’s classification in Cummins’ payroll or human resources information systems.

(j) “Employee” means a common law employee of an Employer, excluding, however, any person paid through the payroll of an unrelated third party, even if such person is determined to be a common law employee of an Employer.

(k) “Employer” means Cummins and its designated subsidiaries and other affiliates.

(l) “Employer Contribution” means, with respect to a Participant for a month, a contribution from the Employer in a total amount sufficient to result in the Participant receiving the specified discount (as determined pursuant to the next sentence) on the Plan Shares purchased for the Participant on the Purchase Date occurring in the next following month. The specified discount shall be a percentage from 0% to 20% determined by Cummins and communicated to Participants; provided, however, Cummins may, in its sole discretion, change or eliminate the specified discount by providing at least 30 days’ written notice of the change to Participants. Notwithstanding any other provision of the Plan, the aggregate amount of Employer Contributions in any calendar year shall not exceed $30,000,000. If Employer Contributions are limited in any year pursuant to the preceding sentence, the allocation of the limited Employer Contributions in such year shall be determined by Cummins in its sole discretion.

(m) “Participant” means a current or past Eligible Employee who has become a Participant pursuant to Section 3.03 and who has not ceased to be a Participant pursuant to Section 3.04.

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APPENDIX B

(n) “Plan” means the Cummins Inc. Employee Stock Purchase Plan, as set out herein, as amended from time to time.

(o) “Plan Shares” means shares of Common Stock.

(p) “Purchase Date” means the fifth day of a month for U.S. participants and the tenth day of a month for all other participants, or, if in either case the principal exchange on which shares of Common Stock are sold is not open on such date, the immediately preceding business day on which such exchange is open.

Section 2.02. Rules of Interpretation and Governing Law. The following rules shall be applied in interpreting the Plan:

(a) The Plan shall be interpreted, enforced, and administered and the validity thereof determined in accordance with the internal laws of the State of Indiana without regard to conflict of law principles and the following rules.

(b) Words used in the masculine gender shall be construed to include the feminine gender, where appropriate, and words used in the singular or plural shall be construed as being in the plural or singular, where appropriate.

(c) The headings and subheadings in the Plan are inserted for convenience of reference only and are not to be considered in the interpretation of any provision of the Plan.

(d) If any provision of the Plan shall be held to be illegal or invalid for any reason, that provision shall be deemed to be null and void, but the invalidation of that provision shall not otherwise impair or affect the Plan.

ARTICLE III

ELIGIBILITY AND PARTICIPATION

Section 3.01. Eligibility. Only Eligible Employees may participate in the Plan.

Section 3.02. Participation. To become a Participant, an Eligible Employee must submit to his Employer or the Administrator, as directed, all Applicable Forms (hard copy or electronic) required for participation, including one or more forms (i) authorizing his Employer to withhold payroll deductions to be used for the purchase of Common Stock pursuant to the Plan and (ii) an investment authorization form authorizing his Employer and/or the Administrator to act as his agent for the purposes described therein.

Section 3.03. Effective Date of Participation. An Employee shall become a Participant, effective as of the first available payroll date occurring after he has satisfied the requirements of Section 3.02.

Section 3.04. End of Participation. A Participant shall cease to be such upon his request to withdraw from the Plan. A Participant may terminate his or her participation in the Plan at any time by providing notice to his Employer. A Participant’s participation also shall cease if the Participant is no longer an Eligible Employee

ARTICLE IV

ACCOUNTS, CONTRIBUTIONS, AND PURCHASES

Section 4.01. Accounts. The Administrator shall establish an Account for each Participant as that Participant’s agent.

Section 4.02. Payroll Deduction Contributions. As a condition of participation, an Eligible Employee must elect on an Applicable Form to have a percentage of his Base Pay withheld from his cash compensation to be used for the purchase of shares of Common Stock pursuant to the Plan. The minimum payroll deduction contribution shall be 1% of Base Pay, and the maximum contribution 15% of Base Pay; provided, however, Cummins may, in its sole discretion, change the minimum and/or maximum contribution amount at any time. A Participant may change his elected payroll deduction contributions at any time by submitting a request to his Employer or the Administrator, as directed, in which case his new election will become effective as soon as administratively feasible after it is received. The Employer shall forward amounts to be used to purchase Plan Shares to the Administrator prior to the time of such purchase.

Section 4.03. Employer Contributions. The Employer shall forward the required Employer Contributions allocated for each Participant on account of his payroll deduction contributions to the Administrator prior to the time of purchase of the Plan Shares.

Section 4.04. Credits to Accounts. Contributions for a Participant shall be credited to a Participant’s Account when received by the Administrator. In addition, unless otherwise elected by the Participant, cash dividends on Plan Shares allocated to his Account shall be credited to his Account at the time such dividends are paid. Any stock dividends or shares received as a result of a stock split on any Plan Shares credited to a Participant’s Account shall be credited to the Participant’s Account when received by the Administrator.

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APPENDIX B

CUMMINS2023 PROXY

Section 4.05. Application of Cash. All payroll deductions received or held by the Employer under the Plan may be used by the Employer for any corporate purpose, and the Employer is not obligated to segregate such payroll deductions or contributions. Until Plan Shares are issued, Participants will only have the rights of an unsecured creditor.

ARTICLE V

PURCHASE AND SALE OF PLAN SHARES

Section 5.01. Purchase of Plan Shares. The Administrator shall purchase Plan Shares in negotiated transactions or on any securities exchange or other securities trading facility on which Common Stock is traded. The purchases shall be on terms as to price, delivery, and other matters, and shall be executed through those brokers or dealers, as the Administrator may determine. Under certain circumstances, observance of the rules and regulations of the Commission or applicable securities exchange or other securities trading facility may require temporary suspension of purchases by the Administrator or may require that a purchase be spread over a longer period than indicated in Section 4.05. In that event, purchases shall be made or resumed when permitted by the rules and regulations of the Commission or applicable securities exchange or other securities trading facility; and the Administrator shall not be accountable for its inability to make all purchases within the applicable period. If any Commission, securities exchange, or other securities trading facility suspension of trading in Common Stock remains effective for 90 consecutive days, the Administrator shall remit promptly after the end of such period (i) to the Participant, all cash credited to the Participant’s Account other than the Employer Contributions attributable to the Participant’s payroll deductions and cash dividends paid on Plan Shares credited to the Participant’s Account and (ii) to the Employer, any Employer Contribution credited to the Participant’s Account.

Section 5.02. Certificates or Book Entries for Plan Shares. The Administrator shall hold the Plan Shares of all Participants in its name or in the name of its nominee evidenced by appropriate book entry. No book entry shall be made in Participant’s name unless and until his Account is terminated.

Section 5.03. Sale of Plan Shares. A Participant may request that the Administrator sell all or any part of his Plan Shares at any time. A Participant who wishes to sell any part of his Plan Shares may do so by providing notice to the Administrator on an Applicable Form. Upon receipt of the notice, the Administrator, as the Participant’s agent, shall sell the number of Plan Shares specified in the Participant’s notice within five business days after receiving the Participant’s notice of instruction to sell and shall deliver to the Participant the proceeds of the sale, less a handling charge, brokerage commissions, and other costs of sale. Whole and fractional shares may be aggregated and sold with those of other Participants, in which case the proceeds for each Participant shall be based on the average sales price of all shares aggregated and sold. Any sale may, but need not, be made by purchase for other Accounts, in which case the price shall be the mean of the high and low selling price of Common Stock as reported by the principal stock exchange on which the stock is traded on the date on which the Administrator receives notice of the Participant’s notice of instruction to sell, or, if the stock is not traded on such date, the mean on the next prior date on which the Common Stock was so traded. Any fractional shares that are not sold shall be paid for in cash at a price equal to the mean of the high and low selling prices of Common Stock as reported by the principal stock exchange on which Common Stock is traded on the date on which the Administrator receives notice of the Participant’s notice of instruction to sell or, if the stock is not traded on such date, the mean on the next prior date on which the Common Stock was so traded..

ARTICLE VI

VOTING AND TENDER OF PLAN SHARES

Section 6.01. Voting of Plan Shares. The Administrator shall vote Plan Shares credited to a Participant’s Account as instructed by the Participant on an Applicable Form provided to the Administrator at least five days (or such shorter period as the law may require) before the meeting at which such Plan Shares are to be voted. The Administrator shall not vote Plan Shares for which no instructions have been received.

Section 6.02. Tender or Exchange Offer. If a tender offer or exchange offer for the Common Stock is initiated, the Administrator, upon receipt of information with respect thereto as the holder of record of the Plan Shares, shall either (i) forward, or provide for forwarding, to each Participant, the information provided by the offeror to holders of record of Common Stock or (ii) provide to the offeror the name and mailing address of each Participant, as reflected on the records of the Administrator, with instructions to mail such material to each Participant. The Administrator shall tender all or part of a Participant’s Plan Shares in response to written instructions from the Participant in such form as the Administrator may reasonably require and only if such instructions are received by the Administrator at least five days (or such shorter period as may be required by law) before termination of the offer. Unless the Administrator has received instructions in accordance with the previous sentence, it will not tender a Participant’s Plan Shares. Except to the extent that disclosure is required to tender Plan Shares pursuant to proper written instructions, the Administrator shall maintain the confidentiality of a Participant’s election to tender or not tender Plan Shares.

ARTICLE VII

PLAN EXPENSES

Section 7.01. Expenses. Cummins shall pay the service charges, brokerage, costs of mailing and other charges incurred in connection with the purchase of Plan Shares. The cost of selling Plan Shares shall be borne by Participants, as provided herein.

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APPENDIX B

ARTICLE VIII

AMENDMENT AND TERMINATION

Section 8.01. Amendment. Cummins may, in its sole discretion, amend this Plan at any time; provided, however, except as required by law, no amendment shall be retroactive, nor shall any amendment deprive any Participant of amounts credited to his Account.

Section 8.02. Termination. Cummins may, in its sole discretion, terminate the Plan at any time. If Cummins does not earlier terminate the Plan, it shall terminate automatically on the tenth anniversary of its approval by Cummins’ shareholders.

ARTICLE IX

MISCELLANEOUS PROVISIONS

Section 9.01. Non-U.S. Participation. Notwithstanding any provision to the contrary in this Plan, Cummins may adopt rules or procedures relating to the operation and administration of the Plan to accommodate the specific requirements of local laws and procedures for jurisdictions outside of the U.S. Without limiting the generality of the foregoing, Cummins specifically is authorized to adopt rules, procedures and sub-plans regarding, without limitation, eligibility to participate, the definition of Base Pay, handling of payroll deductions, making of contributions to the Plan (including, without limitation, in forms other than payroll deductions), establishment of bank or trust accounts to hold payroll deductions, payment of interest on amounts held pending the purchase of Shares, conversion of local currency, obligations to pay payroll tax, determination of beneficiary-designation requirements, withholding procedures and handling of Plan Share issuances, which may vary according to local requirements.

Section 9.02. Statements. The Administrator shall provide or make available to Participants periodic statements summarizing the transactions in the Participant’s Account since the most recent available statement.

Section 9.03. Tax Matters. Each Participant is responsible for all taxes (whether local, state or federal) due because of Employer Contributions, the payment of a dividend, or the sale of Plan Shares credited to his Account. Prior to the time that any federal, state, or any other tax liability becomes payable by the Employer with respect to Employer Contributions or Plan Shares as a result of participation in the Plan to any authority, national insurance, social security, payment-on-account or other taxing authority, including any liability of the Participant to pay an employer tax or social insurance contribution obligation, the affected Participant shall make adequate provision for payment of such taxes. At any time, the Employer may, but is not obligated to, withhold from the Participant’s compensation the amount necessary for the Employer to meet applicable withholding obligations, including any withholding required to make available to the Employer any tax deductions or benefits attributable to sale or early disposition of Plan Shares by the Participant. In addition, the Employer may withhold from the proceeds of the sale of Plan Shares (i) a sufficient whole number of Plan Shares otherwise issuable following purchase having an aggregate fair market value equal to the applicable withholding obligations or (ii) by any other means set forth in the Applicable Form. Where necessary to avoid negative accounting treatment, the Employer will withhold taxes at the applicable statutory minimum withholding rates. The Administrator shall timely prepare and forward to the United States Internal Revenue Service, the appropriate state and local authorities, and Participants the information returns required by the Code and applicable state or local statutes. All Employer Contributions shall constitute taxable income to the Participant to whose Account they are credited and shall be reported to the applicable taxing authority. ‘

Section 9.04. Limitation on the Employers’ and the Administrator’s Liability. The Employers and the Administrator shall not be liable for any action that is in compliance with the terms and conditions of this Plan taken or omitted in good faith, including without limitation, any claim of liability:

(a) Arising out of failure to terminate a Participant’s Account upon the Participant’s death or otherwise before the receipt of written notice of the event causing termination, accompanied by documentation deemed satisfactory by the Administrator;

(b) With respect to the prices at which Plan Shares are purchased or sold for a Participant’s Account and the timing and terms on which the purchase or sale is made; or

(c) For the market value, or any fluctuation in the market value, after purchase or sale of Plan Shares for a Participant’s Account.

Section 9.05. Transfer; Assignment. Except as is expressly provided in this Plan, no Participant may sell, pledge, hypothecate, or otherwise assign or transfer his Account, any interest in his Account, or any cash or stock credited to his Account. Any attempt to sell, pledge, hypothecate, assign, or transfer his Account, any interest in his Account, or any cash or stock credited to his Account shall be void.

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APPENDIX B

CUMMINS2023 PROXY

OTHER INFORMATION

This document serves as the Plan and the prospectus for the Plan.

The Plan is not required to be qualified under Section 401(a) of the Internal Revenue Code of 1986 and is not subject to the provisions of the Employee Retirement Income Security Act of 1974, commonly known as ERISA.

Cummins files annual, quarterly and current reports, proxy statements and other information with the Securities and Exchange Commission (the “SEC”) under the Securities Exchange Act of 1934. The SEC maintains a website that contains reports, proxy statements and other information regarding issuers who file electronically with the SEC. The address of that website is www.sec.gov. Investors may also consult Cummins’s website for more information about Cummins. Cummins’s website is www.cummins.com. Information included on these websites is not incorporated by reference herein.

Cummins has filed a Registration Statement on Form S-8 under the Securities Act of 1933 with the SEC covering the Plan Shares being offered and sold under the Plan. This document contains some information concerning the company, the Plan Shares and the Plan, but does not contain all of the information set forth in the Registration Statement and its exhibits. Cummins will provide without charge, upon written or oral request, copies of the documents incorporated by reference in Item 3 of Part II of the Registration Statement, which include Cummins’s periodic filings made with the SEC. Cummins incorporates these periodic filings by reference into this document. Cummins will also provide without charge, upon written or oral request, copies of all other documents it is required to deliver under Rule 428(b) under the Securities Act of 1933. These requests and other requests for additional information regarding the Plan should be directed to:

Cummins Inc.
500 Jackson Street
P.O. Box 3005
Columbus, Indiana 47202-3005
Attention: Corporate Secretary
Telephone: (812) 377-3609

The following is a general discussion of the current U.S. federal income tax consequences of purchasing Plan Shares under the Plan, is not intended to be complete and is subject to change. State and local tax treatment (including tax treatment in countries outside the U.S.) may vary from the U.S. federal income tax treatment discussed below and is not discussed in this summary. Participants should consult their tax advisors about their particular transactions in connection with the Plan.

•

Participants’ contributions under the Plan will be “after tax” contributions; i.e., they will be taxed under the normal rules that apply to compensation.

•

Employer Contributions and dividends will also be taxable as compensation to the Participant to whose Account they are credited.

•

When Plan Shares are sold upon the request of a Participant, the Participant will recognize long or short-term capital gain or loss on the Plan Shares, depending on the Participant’s tax basis in the Plan Shares and the length of time the Participant has held the Plan Shares.

•

Additional information concerning taxes is provided in Section 10.03 of the Plan.

Cummins may, as a condition of accepting any purchase of Plan Shares, require the purchasing Participant to represent to Cummins that he or she is purchasing the Plan Shares for investment and not with a view to resale or distribution.

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~~SCAN TO VIEW~~SHAREOWNER SERVICESP.O. BOX 64945ST. PAUL, MN 55164-0945SCAN TOVIEW MATERIALS & ~~VOTE SHAREOWNER SERVICES P.O. BOX 64945 ST. PAUL, MN 55164-0945 VOTE~~VOTEVOTE BY ~~INTERNET Before~~INTERNETBefore The Meeting —- Go to www.proxyvote.com or scan the QR Barcode ~~above Use~~aboveUse the Internet to transmit your voting instructions and for electronic delivery of information up until 11:59 P.M., Eastern Time the day before the meeting date or, if you are voting shares held in the Cummins Retirement and Savings Plans, until 11:59 P.M., Eastern Time on May ~~8, 2022~~7, 2023 (the ~~“Plan~~"Plan Cut-off ~~Date”~~Date"). Have your proxy card in hand when you access the web site and follow the instructions to obtain your records and to create an electronic voting instruction ~~form. During~~form.During The Meeting —- Go to www.virtualshareholdermeeting.com/~~CMI2022 You~~CMI2023You may attend the meeting via the Internet and vote during the meeting. Have the information that is printed in the box marked by the arrow available and follow the ~~instructions. VOTE~~instructions.VOTE BY PHONE ~~— 1-800-690-6903 Use~~- 1-800-690-6903Use any touch-tone telephone to transmit your voting instructions up until 11:59 P.M., Eastern Time the day before the meeting date or until the Plan Cut-off Date, as applicable. Have your proxy card in hand when you call and then follow the ~~instructions. VOTE~~instructions.VOTE BY ~~MAIL Mark,~~MAILMark, sign and date your proxy card and return it in the postage-paid envelope we have provided or return it to Vote Processing, c/o Broadridge, 51 Mercedes Way, Edgewood, NY 11717. In order to assure that your proxy card is tabulated in time to be voted at the meeting, you

must return your proxy card to the above address by ~~noon,~~11:59 P.M., Eastern Time, on May ~~9, 2022~~8, 2023 or by the Plan Cut-off Date, as ~~applicable. TO~~applicable.TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS: V00198-P83655 KEEP THIS PORTION FOR YOUR RECORDS CUMMINS INC. THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED. DETACH AND RETURN THIS PORTION ONLY ~~CUMMINS INC.The~~The Board of Directors recommends you vote FOR the following:Election of ~~Directors~~DirectorsNominees: For Against Abstain 1)N. Thomas ~~Linebarger! ! ! 2)~~ Linebarger2)Jennifer W. ~~Rumsey!~~ Rumsey !!!! ~~3) Robert J. Bernhard!~~ ! ! 4) Dr. Franklin R. Chang Diaz! ! ! 5) Bruno V. Di Leo Allen! ! ! 6) Stephen B. Dobbs! ! ! 7) Carla A. Harris! ! ! 8) Robert K. Herdman! ! ! 10) William I. Miller! ! ! 9) Thomas J. Lynch! ! ! 11) Georgia R. Nelson! ! ! 12) Kimberly A. Nelson! ! ! 13) Karen H. Quintos! ! ! The Board of Directors recommends you vote FOR the following ~~proposals: 14)~~ proposal: For Against Abstain 3)Gary L. Belske !!! 13)Advisory vote to approve the compensation of our ~~named~~ named!!!executive officers as disclosed in the proxy statement. 4)Robert J. Bernhard !!! The Board of Directors recommends you vote 1 Year 2 Years 1 YEAR on following proposal: 3 Years Abstain 5)Bruno V. Di Leo Allen6)Stephen B. Dobbs !!!!!! 14)Advisory vote on the frequency of future advisory !votes on executive compensation.The Board of Directors recommends you vote FOR the following proposals: !!!For Against Abstain 7)Carla A. Harris8)Thomas J. Lynch !!!!!! 15)Proposal to ratify the appointment of PricewaterhouseCoopers ~~LLP~~ LLP!!!as our auditors for ~~2022.~~2023.16)Approval of the Cummins Inc. Employee Stock Purchase!!!Plan, as amended. 9)William I. Miller !!! The Board of Directors recommends you vote AGAINST the following ~~proposal: 16)~~ proposals: For Against Abstain 10)Georgia R. Nelson11)Kimberly A. Nelson12)Karen H. Quintos !!!!!!!!! 17)The shareholder proposal regarding an ~~independent~~ independent!!!chairman of the ~~board. NOTE:~~board.18)The shareholder proposal regarding linking executive compensation to achieving 1.5°C emissions reductions.NOTE: Such other business as may properly come before the meeting or any adjournment thereof. Please sign exactly as your name(s) appear(s) hereon. When signing as attorney, executor, administrator, or other fiduciary, please give full title as such. Joint owners should each sign personally. All holders must sign. If a corporation or partnership, please sign in full corporate or partnership name by authorized officer.Signature [PLEASE SIGN WITHIN BOX] ~~Date Signature~~DateSignature (Joint Owners)Date

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Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting:The Proxy Statement and Annual Report are available at ~~www.proxyvote.com. CUMMINS INC. Annual~~www.proxyvote.com.V00199-P83655CUMMINS INC.Annual Meeting of Shareholders May ~~10, 2022~~9, 2023 at 11:00 a.m., ~~EDT This~~EDTThis proxy is solicited by the Board of ~~Directors The~~DirectorsThe shareholder(s) hereby appoint(s) ~~N. Thomas Linebarger~~Jennifer Rumsey as proxy, with the power to appoint ~~his~~her substitute, and hereby authorize(s) ~~him~~her to represent and to vote, as designated on the reverse side of this ballot, all of the shares of common stock of Cummins Inc. that the shareholder(s) is/are entitled to vote at the Annual Meeting of Shareholders to be held at 11:00 a.m., EDT on May ~~10, 2022,~~9, 2023, virtually at www.virtualshareholdermeeting.com/~~CMI2022,~~CMI2023, and any adjournment or postponement thereof. This appointment of proxy does not apply to shares of Cummins Inc. common stock held in the Cummins Retirement and Savings Plans (the ~~“Cummins RSP”~~"Cummins RSP") addressed ~~below. This~~below.This proxy, when properly executed, will be voted in the manner directed herein. If no such direction is made, this proxy will be voted in accordance with the Board of ~~Director’s recommendations. This~~Director's recommendations.This card also constitutes voting instructions to the trustee of the Cummins RSP. If you are a participant in a Cummins RSP and shares of Cummins Inc. common stock are held in ~~your account,~~the shares, by providing voting instructions you will be considered a named fiduciary with respect to the shares allocated to ~~your account~~the shares solely for purposes of this

proxy solicitation. If no voting instructions are provided, shares held in these accounts will be voted in the same manner and proportion as shares with respect to which valid voting instructions were received. Any instructions received by the trustee from participants regarding their vote shall be confidential. Cummins RSP participants are invited to attend the annual meeting. However, they cannot vote the shares in their Cummins RSP virtually at the annual ~~meeting. Continued~~meeting.Continued and to be signed on reverse side

0000026172 4 2022-01-01 2022-12-31

	• 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) ~~using EBITDA~~	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.


Director Independence • 1110 of 1312 director nominees are independent • 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 • ~~All~~Annual election of all directors ~~are elected annually~~ via majority voting standard • Shareholder right to call special meetings (10% of voting power threshold) • Proxy access for director nominees available to a shareholder, or group of up to 20 shareholders, holding a total of at least 3% of our common stock for at least 3 years • Shareholder right to unilaterally amend the by-laws (upon a majority vote)
Board Evaluation and Effectiveness • Detailed Board and Committee evaluation process coordinated by our Lead Director and Governance and Nominating Committee Chair • Board evaluation process led by Lead Director and facilitated by either Lead Director, ~~General Counsel~~Chief Legal Officer or third party (at discretion of Lead Director); facilitator schedules feedback call with each Board member annually; recommends any improvements or enhancements derived from evaluations • Annual feedback and evaluation session by each Committee Chair with its members on Committee performance; recommends any Committee improvements or enhancements • Annual two-way feedback and evaluation sessions by 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 • 67 new directors added to Board since 2015; 1110 new directors since 2008 • Board members represent diverse perspectives, including 5 female directors, 2 African-American directors and ~~2 directors~~1 director from Latin America • 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 ~~2021~~2022 • Limits on director/CEO membership on other public company boards • Our directors routinely visit company locations without our CEO present to interact directly with managers and employees; in 2018-2019, individual directors visited 13 different locations in China, India, Australia and the United States; we suspended these in-person visits in 2020 and 2021 due to the ongoing global pandemic, except that one of our directors visited Spain in 2021 for the launch of a new company ~~partnership; once~~partnership. In 2022, 6 individual directors visited 4 different locations in the ~~environment has normalized from the pandemic, we expect director visits to company facilities will resume~~ 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

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


	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

		Director Since: ~~2009~~2022 Age: 5949 Board ~~Committees:~~ ~~Executive~~Committees: None				~~N. THOMAS LINEBARGER—Chairman~~JENNIFER W. RUMSEY—President and Chief Executive Officer, Cummins Inc.
						Mr. Linebarger became the Chairman of the Board and Chief Executive Officer of our company on January 1, 2012. 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 to 2008 and as Vice President, Chief Financial Officer from 2000 to 2003. From 1998 to 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~~

		~~Director Since: 2022~~ ~~Age: 48~~ ~~Board Committees~~: ~~None~~				~~JENNIFER W. RUMSEY—President and Chief Operating Officer, Cummins Inc.~~
						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 infrom March ~~2021.~~2021-August 2022. Ms. Rumsey was Vice President and President of our Components Business from 2019-2021 after serving as Vice President and Chief Technical Officer from 2015-2019. From 2013-2015, she was our Vice President of Engineering, Engine Business, after holding a variety of engineering and product life cycle roles with the company. Ms. Rumsey is a member of the Society of Women Engineers, Society of Automotive Engineers ~~the Purdue Engineering Advisory Committee~~ and Women in Trucking Association. She holds a Bachelor of Science in Mechanical Engineering from Purdue University and a Master of Science in Mechanical Engineering from Massachusetts Institute of Technology. Ms. Rumsey has been a director of Hillenbrand, Inc. since 2020. Summary of Qualifications and Experience: Key Contributions to the Board: • Extensive knowledge of business operations through various leadership roles within our company • Offers expertise regarding manufacturing and technology issues • Leads long-term company strategy supporting the transition to decarbonized power for all stakeholders • Adds perspective gained through experience in automotive and transportation fields • Keeps directors apprised of current business and market trends

		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

		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: 6970 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 ~~1994 to 2005.~~1994-2005. Mr. Bernhard is also a Professional Engineer and earned a B.S.M.E. and Ph.D., E.M. from Iowa State University in 1973 and 1982, and an M.S.M.E. from the University of Maryland in 1976. He was the Secretary General of the International Institute of Noise Control Engineering (I-INCE) from ~~2000 to 2015,~~2000-2015, and is ~~currently~~ the Past President of I-INCE. He is a Fellow of ~~I-INCE,~~INCE-USA, the Acoustical Society of America and the American Society of Mechanical Engineering. Summary of Qualifications and Experience: Key Contributions to the Board: • • Leverages technical background to offer valuable insight • Pushes for improvement in safety and technology planning • Mentors our technical leaders

		~~Director Since: 2009~~ ~~Age: 71~~ ~~Board Committees: Finance; Governance and Nominating; Safety, Environment and Technology~~				~~DR. FRANKLIN R. CHANG DIAZ—Founder, Chairman and Chief Executive Officer, Ad Astra Rocket Company~~
						Dr. Chang Diaz is Chairman and Chief Executive Officer of Ad Astra Rocket Company, a U.S. spaceflight engineering company based in Houston, Texas and dedicated to the development of advanced in-space electric propulsion technology. Ad Astra also develops space-derived Earth applications in clean renewable hydrogen energy storage for stationary applications and electric transportation. Dr. Chang Diaz founded Ad Astra in 2005 following his retirement from NASA after a 25-year career during which he flew seven space missions and logged over 1,600 hours in space. In 1994, Dr. Chang Diaz founded and directed NASA’s Advanced Space Propulsion Laboratory at the Johnson Space Center where he managed a multicenter research team developing new plasma rocket technology. Dr. Chang Diaz is a dual citizen of Costa Rica and the United States. As part of his involvement in Costa Rica’s development, Dr. Chang Diaz currently leads the implementation of the “Strategy for the XXI Century,” a plan to transform Costa Rica into a fully developed nation by the year 2050. Dr. Chang Diaz received the Liberty Medal in 1986 from President Ronald Reagan and is a four-time recipient of NASA’s Distinguished Service Medal, the agency’s highest honor. Dr. Chang Diaz also serves as an Adjunct Professor of Physics at Rice University and the University of Houston. ~~Summary of Qualifications and Experience:~~ ~~Key Contributions to the Board:~~ • ~~Brings an expansive view of technology matters~~ • ~~Pushes our Board to think long-term in technology planning~~ • ~~Well-versed in international business issues~~ • ~~Strong engagement in the development of our Latin America business~~

		Director Since: 2015 Age: 6566 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 ~~2008 to~~2008- 2011, he was General Manager for IBM’s Growth Markets Unit based in Shanghai. Mr. Di Leo has more than 40 years of business leadership experience in multinational environments, having lived and held executive positions on four continents. 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

		Director Since: 2010 Age: 6566 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. ~~He is~~Over the course of his career, Mr. Dobbs was an industry recognized expert in project finance in Europe and the United States, particularly public private partnerships and private finance initiatives. In 2019, Mr. Dobbs retired from the ~~Board of Directors~~board of Lendlease Corporation Limited, an international property and infrastructure group that is publicly traded in Australia, where he had served on the ~~Board~~board since 2015. 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 ~~Since:~~Since: 2021 ~~Age:~~ 59Age: 60 Board ~~Committees:~~ 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 ~~currently serves~~has served on the board of Walmart Corporation since 2017, and serves on its Compensation and Management Development, Nominating and Governance and Strategic Planning and Finance Committees. Ms. Harris has also served on the board of MetLife since April 2022, and serves on its Investment and the Governance and Corporate Responsibility Committees. She also serves on the boards of several nonprofit organizations including Seize Every Opportunity (SEO), the Cabrini Foundation, Sesame Street Workshop, Harvard University Board of Overseers and the Morgan Stanley Foundation. Ms. Harris received an MBA from Harvard Business School and an A.B. from Harvard University. 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

		~~Director Since:~~ ~~2008~~ ~~Age:~~ 73 ~~Board Committees:~~ ~~Audit; Governance and~~ ~~Nominating, Safety, Environment and Technology~~				~~ROBERT K. HERDMAN—Managing Director, Kalorama Partners LLC~~
						Mr. Herdman has been Managing Director of Kalorama Partners LLC, a Washington, D.C. consulting firm specializing in providing advice regarding corporate governance, risk assessment, crisis management and related matters since 2004. He was the Chief Accountant of the SEC from October 2001 to November 2002 prior to joining Kalorama. Prior to joining the SEC, he was Ernst & Young’s Vice Chairman of Professional Practice for its Assurance and Advisory Business Services (AABS) practice in the Americas and the Global Director of AABS Professional Practice for Ernst & Young International. He was the senior Ernst & Young partner responsible for the firm’s relationships with the SEC, FASB and AICPA. Mr. Herdman served as a member of the Board of Directors of WPX Energy, Inc. from 2011 to 2021 and served on its Compensation Committee. He chaired the Audit Committee of WPX Energy, Inc. through April 2018. In April 2015, he retired from the Board of Directors of HSBC Finance Corporation and HSBC USA Inc. Mr. Herdman had served on the Audit Committees of both companies through April 2013. Mr. Herdman also retired from the Board of Directors of HSBC North America Holdings, Inc. in April 2015 and was past Chairman of both its Audit and Risk Committees. ~~Summary of Qualifications and Experience:~~ ~~Key Contributions to the Board:~~ • • ~~Chair of Audit Committee~~ • ~~Provides insight concerning financial and risk management matters~~ • ~~Mentors finance leaders and helps our finance function enhance skills and talent~~ • ~~Actively engaged in our Enterprise Risk Management program~~

		Director ~~Since:~~Since: 2015 ~~Age:~~ 67Age: 68 Board ~~Committees:~~ 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 ~~2006 to March~~2006-March 2017 and has served as a member of its board of directors since 2007 and as Chairman of the Board since January 2013. From September ~~2004 to January~~2004-January 2006, Mr. Lynch was at Tyco International as the President of Tyco Engineered Products & Services, a global manufacturer of industrial valves and controls. Mr. Lynch joined Tyco from Motorola, where he served as Executive Vice President of Motorola, and President and Chief Executive Officer of Motorola’s Personal Communications sector, a leading supplier of cellular handsets. ~~Mr. Lynch has served as a director of Thermo Fisher Scientific Inc. since 2009 and as Lead Director since February 2020.~~ He has also served as a director of Automatic Data Processing, Inc. since 2018. In May 2022, Mr. Lynch retired as a directors of Thermo Fisher Scientific Inc., where he had served as a director since 2009 and as Lead Director since February 2020. Mr. Lynch serves on the Board of The Franklin Institute and on the Rider University Board of Trustees. 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 ~~Since:~~Since: 1989 ~~Age:~~ 65Age: 66 Board ~~Committees:~~ Committees: Audit; Executive; Governance and Nominating; Talent Management and Compensation				WILLIAM I. MILLER—President, The Wallace Foundation
						Mr. Miller has served as President of The Wallace Foundation, a national philanthropy with a mission of fostering equity and improvements in learning and enrichment for young people and in the arts for everyone, since 2011. Mr. Miller was the Chairman of Irwin Management Company, a Columbus, Indiana private investment firm, from ~~1990 to 2011.~~1990-2011. Mr. Miller has been a director or trustee of the New Perspective Fund, Inc. and the EuroPacific Growth Fund, Inc. since 1992 and of the New World Fund, Inc. since 1999. Mr. Miller serves as independent Chairman of the Board for all three of the funds, all of which are in the same mutual fund family. Summary of Qualifications and Experience: Key Contributions to the Board: • Professional experience in the banking and investment industries • Extensive knowledge of our company, its values and its global operations • Leadership experience in the civic, nonprofit and philanthropic sectors

		Director ~~Since:~~Since: 2004 ~~Age:~~ 72Age: 73 Board ~~Committees:~~ 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 ~~has~~ served as a director since 2010. In May 2021, she retired as a director of TransAlta Corporation where she ~~has~~ served as a director since 2014. She serves on the advisory committee of the Center for Executive Women at Northwestern University. In November 2012, Ms. Nelson was named to the 2012 National Association of Corporate Directors (NACD) Directorship 100 in recognition of exemplary leadership in the boardroom and promoting the highest standards of corporate governance. Ms. Nelson is an NACD Board Fellow. 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 ~~Since:~~Since: 2020 ~~Age:~~ 59Age: 60 Board ~~Committees:~~ 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) ~~Fellow.~~. Ms. Nelson also serves on the boards of the Northside Achievement Zone and Fair Vote Minnesota. Summary of Qualifications and Experience: Key Contributions to the Board: • Identifies and raises strategic considerations for Board consideration • Brings global external relations perspective • Offers insight into environmental, social and governance matters • Brings strategic view on social justice, diversity and inclusion efforts

		Director ~~Since:~~Since: 2017 ~~Age: 58~~Age: 59 Board ~~Committees:~~ 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 ~~2010 to 2016,~~2010-2016, Ms. Quintos served as Senior Vice President and Chief Marketing Officer, Vice President of public sector marketing and North America commercial marketing, and held executive roles in services, support and supply chain management. Ms. Quintos joined Dell in 2000 from Citigroup where she was Vice President of global operations and technology. Ms. Quintos earned a Master’s degree in marketing and international business from New York University and a B.S. in supply chain management from Pennsylvania State University. 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 ~~Vice Chairman~~Chair of the board of Penn State’s Smeal College of Business and a 2014 recipient of its highest honor, the Distinguished Alumni Award. Karen also serves on the boards for The National Center for Missing and Exploited Children, as well as TGEN (Translational Genomics). Summary of Qualifications and Experience: Key Contributions to the Board: • Contributes marketing and international perspective • Brings deep knowledge ~~of global customer strategy~~ and ~~programs~~strategic views around ESG, including DE&I • Offers strategic insight in customer ~~services, support~~strategy, programs and customer data • Contributes knowledge and experiences in technology, GTM and supply chain management • ~~Offers strategic view on diversity and corporate responsibility programs~~

				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


	Bronze-level Military Friendly Company			~~Annual Bonus~~ ~~Plan~~2022 Best Place to Work for Disability Inclusion (second year in a row)			2022 Forbes Best Employers for Diversity

ANNUAL BONUS PLAN		PERFORMANCE SHARE & PERFORMANCE CASH PLANS		LONG TERM INCENTIVE MIX
Our Annual Bonus Plan paid out ~~130%~~70% of target based on actual ~~2021~~2022 ROANA of ~~27.3%~~29.8% against a target of ~~25.56%~~32.35%. All employees participating in the bonus plan received the same payout factor.
	~~Performance Share & Performance Cash Plans~~		Our Performance Share and Performance Cash plans for the ~~2019-2021~~2020-2022 performance cycle paid out at 90% of target based on actual 3-year cumulative EBITDA of ~~$10,241~~$10,594 million compared to our goal of ~~$10,993~~$10,802 million, and ROIC of ~~15.5%~~15.2% compared to our target of 15%. All employees participating in the long-term performance plans received the same payout factor.
	~~Long Term Incentive Mix~~		~~Starting with~~As previously disclosed, the ~~2021 long term~~2022 long-term incentive grant ~~the Talent Management and Compensation Committee decided to eliminate stock options from the pay mix and weight~~was 100% performance-based. The grants consisted of performance shares ~~70%~~(70%) and performance cash ~~30%~~(30%). ~~The rationale for this change was to make the plan 100% performance-based and to simplify the plan.~~

	ALIGNMENT BETWEEN CEO’S REALIZABLE PAY & FINANCIAL / TSR PERFORMANCE
		~~Alignment~~ ~~between~~ ~~CEO’s~~ ~~Realizable~~ ~~Pay &~~ ~~financial/ TSR~~ ~~performance~~				~~The~~Every year, the Committee, along with its consultant, Farient Advisors LLC (“Farient”), quantitatively and qualitatively ~~assessed~~assesses the relationship between realizable pay ~~(defined as actual salary, actual annual bonus, actual long-term~~of our CEO and our company’s performance. As in prior years, the Committee determined that our CEO’s pay and our company’s performance ~~cash earned, actual long-term~~are closely aligned. This year, to comply with the new SEC requirements on Pay vs. Performance disclosure, our analysis of pay and performance ~~shares, earned valued at~~alignment can be found in the ~~stock price at the end of the performance period, and the economic value of the fully vested options grant three years prior) and financial and TSR performance for our CEO. The results~~Pay vs. Performance section of this ~~analysis demonstrate strong alignment, as shown below:~~ proxy.

		PRINCIPLES OF OUR EXECUTIVE COMPENSATION PROGRAM
		Our compensation philosophy rewards executives for achieving our financial objectives and building long-term value for our shareholders and other stakeholders. We also follow several other principles when designing our executive compensation program including:
		~~Market Positioning~~ 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.
				~~Short-Term~~SHORT-TERM / ~~Long-Term Mix~~ 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 Risk~~ 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.
				~~Retention~~ RETENTIONWe believe that our compensation program should support retention of our experienced executives and achievements of our leadership succession plans.
				~~Simple and Transparent~~ 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 Interests~~ ALIGNMENT WITH SHAREHOLDER INTERESTSWe believe that equity-based compensation and stock ownership should be a substantial part of our executive compensation program ~~in order~~ to link executives’ compensation with our shareholders’ returns. The greater the level of responsibility of the ~~officer,~~executive, the more his or her compensation should be stock-based and the higher his or her stock ownership requirement should be.

	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

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