tm2327733-2_nonfiling - none

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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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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 Chair and CEO

To our Cummins Shareholders:

As I reflect back on 2023, I am incredibly proud of what Cummins and our employees accomplished for our stakeholders, and I feel energized about the opportunities ahead for us as we continue to demonstrate our relentless focus on being a global leader in clean energy technology and innovation.

Power makes progress: Celebrating a banner year for Cummins

Last year, we made significant progress in achieving our Destination Zero strategy, and it continues to be clear that our dual-path approach to reducing the greenhouse gas and air quality impacts of our products is the right approach to meet our customers’ needs today and continue to grow our business and impact. We did this by advancing our core business as well as developing new, zero-emissions solutions through Accelera by CumminsTM.

Achieved key advances in our core business. In 2023, we committed to investing more than $1 billion across our U.S. engine manufacturing network to support the industry’s first fuel agnostic engine platforms, and we unveiled the X10 fuel agnostic series, launching in North America in 2026. Additionally, we initiated several collaborations with our natural gas X15 engine (X15N), the industry’s first natural gas engine designed specifically for heavy-duty and on-highway truck applications, offering OEMs and end-users the opportunity to realize reductions in nitrous oxides and greenhouse gas without compromising performance. A similar 15-liter natural gas platform has been in use globally in markets like China since 2022, with close to 30,000 production units and more than 2 billion real world miles accumulated to date. The X15N is now available for purchase in North America.

Paved the way through Accelera. In March we launched a unique brand, Accelera by Cummins, for our business focused on zero-emissions solutions. In September, we announced a joint venture with Daimler Trucks and Buses, PACCAR and EVE Energy to accelerate and localize battery cell production and the battery supply chain in the U.S. And in January, we announced the selection of Marshall County, Mississippi, for the 21-gigawatt hour factory, which is expected to begin producing battery cells in 2027 and create more than 2,000 U.S. manufacturing jobs by 2030. Accelera also reached a further milestone in 2023 with electrolyzer order backlog totaling more than 500MW. To meet the growing electrolyzer demand, we began production at our first U.S. manufacturing location for electrolyzers in our Cummins Power Generation facility in Fridley, Minnesota.

Delivered record operational performance. Due to our employees’ hard work and the continued high demand for our products globally, we achieved record 2023 full-year revenues of $34.1 billion, 21 percent higher than 2022, and record operating cash flow of $4.0 billion, a significant increase from $2.0 billion achieved in 2022. Additionally, last year marked the 14th consecutive year that we increased our shareholder dividends, returning $921 million.

Demonstrated continued commitment to people, communities and the planet. Last year, we received several prestigious honors, recognizing our commitment to being a conscientious corporate citizen for all our stakeholders, both internally and in the communities we serve. We were featured on Ethisphere’s World’s Most Ethical Companies list, S&P Dow Jones Sustainability World Index, and the S&P Dow Jones Sustainability North America Index. In addition, we received numerous accolades recognizing our ongoing efforts to foster caring and inclusive environments in which all employees and innovation thrive, including: named one of 66 companies on America’s Top Corporations for Women’s Business Enterprises in 2023; National Association of Corporate Directors 2023 Diversity, Equity and Inclusion Award; 2023 best place to work for disability inclusion; Military Friendly Employer; Top Hispanic Employer by DiversityComm magazine; Financial Times Diversity Leaders list in Europe; and a perfect score of 100 on the 2023-2024 Corporate Equality Index. In 2023, we also achieved a global Every Employee Every Community (EEEC) – our program to enable each employee to use at least four work hours to engage in their communities – participation rate of 77% for the full year, surpassing our target of 75%. This represents nearly 60,000 Cummins employees across the world who volunteered 332,000 hours, organized 10,800 community events, and partnered with 3,300 nonprofits.

Power onward: Continuing our progress in 2024 and beyond

Our focus in 2024 is about continuous improvement and flawless execution that keeps us ahead of the competition and enables us to deliver innovative products that are better for our customers, our communities and our environment. No one is better positioned to do this than Cummins, and here’s how we’ll do it.

Delivering strong returns to you, our shareholders. We are committed to delivering cycle-over-cycle improvement in financial performance, and we are in a strong position to keep investing in the future, bringing new technologies to power our customers’ success around the world, and returning cash to our investors. Over the past two decades, our business has grown five-fold, from $6.6 billion in revenues in 2000 to a record $34.1 billion achieved last year – and we’re on pace to continue this trajectory this decade as we move closer to 2030. Though we anticipate moderating demand in some markets, we are taking steps to reduce costs, optimize our business and position Cummins for continued success in the years ahead.

Amplifying our presence as a global leader in the energy transition. We are resolute about the leading role we play in the energy transition, and emissions compliance continues to be a critical element of this work and central to our values. We were transparent about

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this in December 2023, when we announced that we reached an agreement in principle to resolve U.S. regulatory claims regarding our emissions certification and compliance process for certain engines primarily used in our pickup truck applications.

We ultimately believe there will be a place for more efficient diesel, natural gas, and hydrogen internal combustion engines for many years in the commercial vehicle markets we serve. In February 2024, we branded our fuel-agnostic engine platforms with a name that captures the innovation that powers us forward: the Cummins HELM™ platforms. Loosely translating to “higher efficiency, lower emissions and multiple fuels,” the Cummins HELM™ platforms give our customers control of how they navigate their own journeys as part of the energy transition and include our B, X10 and X15 engine platforms. They provide customers with the option to choose the fuel type(s) and applications that best suit their business needs, while also reducing emissions. These products are critical to our plan to help fleets reach Destination Zero, while providing products that are economically viable, scalable and deliver the power, performance, range and durability for which Cummins is known.

We also announced in February 2024 the launch of our most efficient heavy-duty diesel engine ever. The Next Gen X15 will be compliant with U.S. EPA and CARB 2027 aligned regulations at launch and will serve the heavy-duty on-highway market in North America. Maintaining the traditional reliability and lower operating costs that have met the needs of a diverse customer base since the inaugural X15 launch in 1998, the Next Gen X15 will feature improved greenhouse gas and fuel efficiency benefits while retaining the same ratings of the current X15 (up to 605 horsepower and 2,050 lb-ft of torque) and optimizing powertrain integration with Eaton Cummins and Cummins-Meritor. More information on start of production for the Next Gen X15 will be available later this year.

The Cummins HELM™ B, X10 and X15 engine platforms, together with Accelera by Cummins’ zero-emission products, will help our customers with a variety of applications and requirements reduce emissions today and well into the future. Through Accelera’s new eMobility business, we will continue to position Cummins to win in the electrification and hydrogen markets by providing a wide range of battery electric vehicle products, including batteries, e-axles, traction systems, auxiliary controls and power, and electric powertrain integration. We’ll also further bolster our electrolyzer business – our most significant outgrowth opportunity – by scaling our industry-leading technical innovation to support the growing global green hydrogen economy.

Driving continuous, profitable growth through the power of partnership. In this globally connected world, “going it alone” is an outdated approach to developing critical solutions for critical issues. Fortunately, we have entered a new era of mutually beneficial collaboration where like-minded partners, and even competitors, realize the exponential power of coming together. At Cummins, we are proud of our 105-year history of leveraging our strong partnerships and power as an incumbent to accelerate future growth through innovation – not only with leading OEMs and customers around the globe, but also through strategic partnerships and joint ventures. By pursuing unique relationships with key players like Daimler Trucks & Buses, PACCAR, EVE Energy, Leclanché S.A., Tata Motors, Terex, Knight Transportation, Blue Bird, Chevron, the Eclipse Foundation, and other compelling prospective partners – we are uniquely positioned to lead in the transition to zero emissions.

Investing in our people, communities and planet. Making people’s lives better by powering a more prosperous world requires a healthier planet and vibrant, engaged communities. This work is our mission in action. It’s what we’ve always done, and what we will continue to do. In 2024, we will continue to build on these commitments by setting aggressive goals for ourselves in three core areas. First, we’ll invest to establish a diverse management team best equipped to continue leading in the transition to zero emissions while generating strong returns. We’ll also focus on advancing our talent strategies to meet the evolving needs of our employees and the business, while expanding our diversity, equity and inclusion aspirations. Second, we’ll continue to deliver a safe, healthy and more sustainable work environment for our employees. We’ll continue to demonstrate leadership for corporate responsibility within our global communities. Through Cummins Advocating for Racial Equity (CARE) – now focused on serving both our Black and Latino neighbors – we’ll continue our important work of enabling and empowering our employees, communities and businesses to create more equitable and inclusive environments through criminal justice reform, economic empowerment and social justice reform. And finally, we’ll continue to extend our efforts with Cummins Water Works to advance water security for 20 million people by 2025 – among several other initiatives.

Looking ahead, I am deeply appreciative of our Cummins employees, who continue to innovate for our customers and demonstrate the flexibility required to meet global demand. And I’m equally grateful to all of you – our shareholders – for your confidence in Cummins. Thank you for joining us in our journey to make people’s lives better by powering a more prosperous world.

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

See Appendix 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 2024
ANNUAL MEETING OF
SHAREHOLDERS

To Our Shareholders:

NOTICE IS HEREBY GIVEN that the 2024 Annual Meeting of the Shareholders of Cummins Inc. will be held virtually on Tuesday, May 14, 2024, at 11:00 a.m. Eastern Time, for the following purposes:

to elect the eleven 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 ratify the appointment of PricewaterhouseCoopers LLP as our auditors for 2024;

to consider a proposal from a shareholder regarding requiring an independent Chairman of the Board;

to consider a shareholder proposal 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.

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 21, 2024, 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.

NICOLE Y. LAMB-HALE,
Secretary

April 1, 2024

On April 1, 2024, we will commence mailing the notice of Internet availability of proxy materials, or a proxy statement, proxy card and annual report, to shareholders.

IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE 2024 ANNUAL SHAREHOLDER MEETING TO BE HELD ON MAY 14, 2024:
the Annual Report and Proxy Statement are available at www.proxyvote.com

	DATE May 14, 2024
	TIME 11:00 a.m. Eastern Time
	RECORD DATE March 21, 2024
	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, EBITDA and the agreement in principle to settle regulatory proceedings regarding our emissions certification and compliance process for pick-up truck applications (Agreement in Principle). 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 consequences resulting from entering into the Agreement in Principle, including required additional mitigation projects, adverse reputational impacts and potential resulting legal actions; increased scrutiny from regulatory agencies, as well as unpredictability in the adoption, implementation and enforcement of emission standards around the world; evolving environmental and climate change legislation and regulatory initiatives; changes in international, national and regional trade laws, regulations and policies; changes in taxation; global legal and ethical compliance costs and risks; 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; 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; climate change, global warming, more stringent climate change regulations, accords, mitigation efforts, greenhouse gas regulations or other legislation designed to address climate change; 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; 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 2023 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 2024 ANNUAL MEETING OF SHAREHOLDERS
	PROXY STATEMENT FOR 2024 ANNUAL SHAREHOLDERS MEETING
	PROXY SUMMARY					1
	CORPORATE GOVERNANCE					7
	ELECTION OF DIRECTORS (Items 1 through 11 on the Proxy Card)					16
	NOMINEES FOR BOARD OF DIRECTORS					16
	EXECUTIVE COMPENSATION					23
	ADVISORY VOTE ON THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS (Item 12 on the Proxy Card)					71
	RATIFICATION OF INDEPENDENT PUBLIC ACCOUNTANTS (Item 13 on the Proxy Card)					72
	SHAREHOLDER PROPOSAL (Item 14 on the Proxy Card)					76
	STATEMENT IN OPPOSITION					77
	SHAREHOLDER PROPOSAL (Item 15 on the Proxy Card)					80
	STATEMENT IN OPPOSITION					82
	STOCK OWNERSHIP OF DIRECTORS, MANAGEMENT AND OTHERS					83
	OTHER BUSINESS					85
	APPENDIX A RECONCILIATIONS OF GAAP TO NON-GAAP FINANCIAL MEASURES					87

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PROXY STATEMENT FOR 2024
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 2024 Annual Meeting of Shareholders to be held on Tuesday, May 14, 2024, 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 April 1, 2024.

Holders of our Common Stock of record at the close of business on March 21, 2024 are entitled to vote at the Annual Meeting. On that date there were issued and outstanding 136,758,679 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

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/CMI2024. 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 (Edge, 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 Chair and 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 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 CEO by logging into the virtual meeting platform at www.virtualshareholdermeeting.com/CMI2024, typing a question into the “Ask a Question” field, and clicking “Submit.” Your question or comment should be addressed to the CEO, who will either respond or refer it to others as appropriate. Time permitting, the 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/CMI2024 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/CMI2024 beginning at 10:45 a.m. Eastern Time on May 14, 2024 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; (iii) on the shareholder proposal regarding an independent Chairman of the Board; or (iv) 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; (ii) on the advisory vote on the compensation of our named executive officers; (iii) on the shareholder proposal regarding an independent Chairman of the Board; or (iv) on the shareholder proposal regarding linking executive compensation to achieving 1.5°C emissions reductions.

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PROXY SUMMARY

CUMMINS 2024 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 April 1, 2024.

WE WILL BE VOTING ON THE FOLLOWING MATTERS:

Agenda Item

Voting Recommendation

More Information

Election of eleven directors nominated by Cummins’ Board

FOR EACH NOMINEE

Page 16

Advisory vote on the compensation of our named executive officers

FOR

Page 71

Ratification of independent public accountants

FOR

Page 72

Shareholder proposal regarding an independent Chairman of the Board

AGAINST

Page 76

Shareholder proposal regarding linking executive compensation to achieving 1.5°C emissions reductions

AGAINST

Page 80

			Committee Memberships
	Age	Director Since	Audit	Talent and Comp	Finance	Governance	Safety Environment and Tech
JENNIFER W. RUMSEY Chair and Chief Executive Officer, Cummins Inc.	50	2022
GARY L. BELSKE Retired Deputy Managing Partner and Chief Operating Officer, Ernst & Young	67	2022
ROBERT J. BERNHARD Retired Vice President for Research, University of Notre Dame	71	2008
BRUNO V. DI LEO Managing Director, Bearing-North LLC	67	2015
DANIEL W. FISHER Chairman and Chief Executive Officer, Ball Corporation	51	2023
CARLA A. HARRIS Senior Client Advisor, Morgan Stanley	61	2021
THOMAS J. LYNCH Chairman, TE Connectivity Ltd	69	2015
WILLIAM I. MILLER President, The Wallace Foundation	67	1989		*
KIMBERLY A. NELSON Retired Senior Vice President, External Relations, General Mills, Inc.	61	2020
KAREN H. QUINTOS Retired Chief Customer Officer, Dell Technologies Inc.	60	2017					**
JOHN H. STONE President and Chief Executive Officer, Allegion plc	53	2024

Chair

Member

Cummins expects that Mr. Miller will assume the role of Chair of the Talent Management and Compensation Committee immediately following the Annual Meeting.

Cummins expects that Ms. Quintos will assume the role of Chair of the Safety, Environment and Technology Committee immediately following the Annual Meeting.

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CUMMINS 2024 PROXY

PROXY SUMMARY

Our 2023 Performance*

In 2023, our revenues reached a record $34.1 billion, an increase of 21 percent from the prior year. Sales in North America increased 22 percent and international revenues increased 20 percent. We saw strong global demand across most key regions and markets, particularly North America truck and global power generation, and slow economic recovery in China. Supply chain constraints improved throughout the year but continued to limit the industry’s collective ability to meet end-user demand. We leveraged our global footprint to meet the needs of our customers and delivered solid operational performance, resulting in record sales and operating cash flow in 2023.

In the fourth quarter of 2023, we recorded a one-time charge of $2.04 billion related to the previously disclosed Agreement in Principle to settle regulatory claims from the U.S. Environmental Protection Agency (EPA) and the California Air Resources Board (CARB) regarding our emissions certification and compliance process for certain engines primarily used in pick-up truck applications.

Earnings per diluted share (EPS) were $5.15, down from $15.12 in 2022. Adjusted EPS was $19.69 in 2023, an increase from $16.29 in 2022. 2023 adjusted EPS excludes the impact of the Agreement in Principle ($13.78 per diluted share), costs associated with the planned separation of Atmus ($0.54 per diluted share), and costs associated with voluntary restructuring actions ($0.22 per diluted share). 2022 adjusted EPS excludes the impact of costs related to the indefinite suspension of operations in Russia ($0.72 per diluted share) and the costs related to the separation of the Filtration business ($0.45 per diluted share).

Key business highlights include:

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

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PROXY SUMMARY

CUMMINS 2024 PROXY

Composition of the 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. Stephen B, Dobbs and Georgia R. Nelson will be retiring from the Board and not standing for reelection at our Annual Meeting. Accordingly, our Board will consist of 11 directors following the conclusion of the Annual Meeting. Ten of our eleven director nominees 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.

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 2024 PROXY

PROXY SUMMARY

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 • Lead Director has a strong role and significant governance duties, including serving as Chair of the 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, Chief Legal Officer or third party (at discretion of Lead Director); facilitator schedules feedback call with each Board member annually; recommends any improvements or enhancements derived from evaluations • Annual feedback and evaluation session by each Committee Chair with its members on Committee performance; recommends any Committee improvements or enhancements
Board Oversight of Risk & ESG • Our Board and its Committees exercise robust oversight of the company’s enterprise risk management program with dedicated time to review the top tier risks at every regular Board meeting • Our Board or its Committees review ESG strategies, risks and progress with dedicated time at every regular Board meeting	Shareholder Engagement • Board members routinely meet with top shareholders for conversations focused on our Board’s skill set and refreshment and its oversight of a variety of topics including company strategy, growth, risk management, governance and ESG issues	Board Refreshment and Diversity • 9 new directors added to Board since 2015 • Director nominees represent diverse perspectives, including 4 female director nominees and 2 African-American director nominees

2023 Recognition Highlights

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

NAMED TO THE 2023 S&P DOW JONES INDICES OF THE WORLD’S MOST SUSTAINABLE COMPANIES FOR A THIRD CONSECUTIVE YEAR AND TO THE GROUP’S 2023 NORTH AMERICAN INDEX FOR A 17TH CONSECUTIVE YEAR.

RANKED NO. 49 IN THE WALL STREET JOURNAL’S 2023 MANAGEMENT TOP 250 RANKING

NAMED TO JUST CAPITAL’S RANKING OF AMERICA’S MOST JUST COMPANIES IN 2023

ONE OF 66 COMPANIES ON AMERICA’S TOP CORPORATIONS FOR WOMEN’S BUSINESS ENTERPRISES IN 2023

RANKED NO. 3 IN THE AUTOMOTIVE AND COMPONENTS INDUSTRY IN NEWSWEEK’S ANNUAL RANKING OF AMERICA’S MOST RESPONSIBLE COMPANIES

RECEIVED 2023 ENERGY MANAGEMENT INSIGHT AWARD FROM THE CLEAN ENERGY MINISTERIAL

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PROXY SUMMARY

CUMMINS 2024 PROXY

Executive Compensation

ADVISORY VOTE ON EXECUTIVE COMPENSATION

Our long-term success depends on our ability to attract, motivate, focus and retain highly talented individuals committed to Cummins’ vision, strategy and corporate culture. To that end, our executive compensation program is designed to link our executives’ pay to their individual performance, to Cummins’ annual and long-term performance and to successful execution of Cummins’ business strategies. We also use our executive compensation program to encourage high-performing executives to remain with us over the course of their careers.

We believe the compensation packages for our Named Executive Officers reflect their extensive management experience, continued high performance, and exceptional service to Cummins. We also believe our compensation strategies have been effective in attracting executive talent and promoting performance and retention.

EXECUTIVE COMPENSATION PRINCIPLES

We believe the level of compensation received by executives should be closely tied to our corporate financial and stock price performance. This principle is apparent in the design of our executive compensation program and in the specific compensation packages we award.

In addition to aligning our executives’ pay with performance, we follow several other principles when designing and implementing our executive compensation program.

	• market positioning			• pay at risk			• simple and transparent
	• short-term/long-term mix			• retention			• alignment with shareholders’ interests

EXECUTIVE COMPENSATION ELEMENTS

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	Earnings Before Interest, Taxes, Depreciation and Amortization (EBITDA) weighted at 70% and Operating Cash Flow weighted at 30%	EBITDA and Operating Cash Flow provide a focus on profitable growth and working capital management across the company, which are critical to sustaining the level of investment necessary to position us for future growth
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.

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TARGET COMPENSATION MIX

We believe the compensation of our most senior executives should be based on Cummins’ overall performance. Every executive’s pay is tied to the same financial metrics and a significant amount of their pay is incentive-based and therefore at risk.

TARGET TOTAL DIRECT COMPENSATION MIX — FISCAL YEAR 2023

Mr. Tom Linebarger is excluded from the other NEO average since he retired in July 2023.

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GOVERNANCE

We long have believed that good corporate governance is important in ensuring that we are managed for the long-term benefit of our shareholders. We regularly engage with our shareholders to understand their expectations. We also benchmark our governance structure and policies against industry best practices and the practices of other comparable public companies. Our corporate governance principles, charters for each of our Board’s Audit, Talent Management and Compensation and Governance and Nominating Committees, our code of business conduct and our by-laws, along with certain other corporate governance documents, are available on our website, www.cummins.com, and are otherwise available in print to any shareholder who requests them from our Secretary.

Corporate Governance Overview


Director Independence • 10 of 11 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 Chairperson/CEO roles are combined or when the Chairperson is not independent • Lead Director has a strong role and significant governance duties, including serving as Chair of the Governance & Nominating Committee and of all executive sessions of independent directors	Board Accountability • Annual election of all directors via majority voting standard • Shareholder right to call special meetings (10% of voting power threshold) • Proxy access for director nominees available to a shareholder, or group of up to 20 shareholders, holding a total of at least 3% of our common stock for at least 3 years • Shareholder right to unilaterally amend the by-laws (upon a majority vote)
Board Evaluation and Effectiveness • Detailed Board and Committee evaluation process coordinated by our Lead Director and Governance and Nominating Committee Chair • Board evaluation process led by Lead Director and facilitated by either Lead Director, Chief Legal Officer or third party (at discretion of Lead Director); facilitator schedules feedback call with each Board member annually; recommends any improvements or enhancements derived from evaluations • Annual feedback and evaluation session by each Committee Chair with its members on Committee performance; recommends any Committee improvements or enhancements • Annual two-way feedback and evaluation sessions by Chairperson with each director • Annual independent director evaluation of Chairperson 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 • 9 new directors added to Board since 2015 • Director nominees represent diverse perspectives, including 4 female director nominees and 2 African-American director nominees • 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 2023 • Limits on director/CEO membership on other public company boards • Our directors routinely visit company locations without our CEO present to interact directly with managers and employees; in 2018-2019, individual directors visited 13 different locations in China, India, Australia and the United States; we suspended these in-person visits in 2020 and 2021 due to the ongoing global pandemic, except that one of our directors visited Spain in 2021 for the launch of a new company partnership. In 2022, 6 individual directors visited 4 different locations in the United States, and in 2023, 9 individual directors visited 6 different locations in China, Canada, and the United States.	Clawback and Anti-Hedging Policies • Clawback policy requires us to recover certain incentive-based compensation in the event of certain financial restatements and permits us to recover compensation (other than base salary) if there is a material restatement resulting from the fraudulent actions of any officer or if an officer engages in certain types of misconduct causing significant reputational or financial harm • Directors and officers prohibited from engaging in any pledging, short sales or hedging investments involving our common stock

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Additional Governance Features

Director Selection and Board Refreshment

It is a top priority of our Board and our Governance and Nominating Committee that our directors have the skills, background and values to effectively represent the long-term interests of our shareholders and other stakeholders. Throughout the year, our Board reviews a matrix of the qualifications, skills and experience that we believe our Board needs to have and discusses whether there are any gaps that need to be filled that will improve our Board’s performance. We assess potential new director candidates in light of the matrix and whether they possess the qualifications, skills and experience needed by our Board. When we identify potential new director candidates, we review extensive background information compiled by our professional search firm, evaluate their references, consider their prior board experience and conduct virtual and in-person interviews.

We also focus on board refreshment because we believe that new perspectives and ideas are essential for an innovative and strategic board. Since 2015, we have added nine new directors to our Board. Director nominees also represent diverse perspectives, including four female director nominees and two African-American director nominees.

The Governance and Nominating Committee routinely reviews the Board’s committee assignments with a goal of rotating membership on committees every three to five years. The committee assignments with regard to our directors appointed prior in or before 2020 were most recently rotated in May 2020. Our Board will continue to review and refresh the skills, qualifications and experiences that our Board needs to have to serve the long-term interests of our shareholders.

As required by our corporate governance principles, our Governance and Nominating Committee must recommend director nominees such that our Board is comprised of a substantial majority of independent directors and possesses a variety of experience and backgrounds, including those who have substantial experience in the business community, those who have substantial experience outside the business community (such as public, academic or scientific experience) and those who will represent our stakeholders as a whole rather than special interest groups or individual constituencies.

Each candidate must have sufficient time available to devote to our affairs and be free of any conflict of interest that would violate any applicable law or regulation or interfere with the proper performance of his or her responsibilities, including being able to represent the best long-term interests of all of our shareholders and other stakeholders. Each candidate also should possess substantial and significant experience that would be of particular importance to us in the performance of his or her duties as a director. The Committee does not intend to alter the manner in which it evaluates candidates, including the foregoing criteria, based on whether or not the candidate was recommended by a shareholder.

Importance of Diversity

One of our core values is diversity, equity and inclusion. In evaluating candidates for our Board, our Governance and Nominating Committee considers only potential directors who share this value, as well as our other core values of integrity, caring, excellence and teamwork. As reflected in our corporate governance principles, we are committed to equal employment opportunities in assembling our Board. We believe that directors with different backgrounds and experiences make our boardroom and our company stronger. As our Committee considers possible directors, it seeks out candidates who represent the diverse perspectives of all of our stakeholders. We believe our Board has been effective in assembling a highly-qualified, diverse group of directors. Our slate of director nominees for this Annual Meeting has four female director nominees and two African-American director nominees. We will continue to identify opportunities to enhance our Board diversity as we consider future candidates.

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We believe that directors with different backgrounds and experiences makes our boardroom and our company stronger.

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Our slate of director nominees for this Annual Meeting has four female director nominees and two African-American director nominees

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Shareholder Outreach

We believe that meaningful corporate governance should include regular conversations between our directors and our shareholders. Our Board members routinely meet with 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 and ESG issues. In addition, our Chief Legal Officer and Corporate Secretary held discussions in 2023 with several top investors to capture their input on governance matters and practices, including our investor relations team and/or ESG team, as appropriate, for each discussion. We capture the feedback from these sessions and present it to the full Board for its consideration.

Succession Planning

CEO and leadership succession planning is one of our Board’s most important responsibilities. Many times throughout the year, our full Board discusses succession planning for our CEO and other critical leaders of the company. At least once a year, our Board dedicates itself to examining the succession plans for our complete leadership team.

Sustainability and ESG

Sustainability is not new to Cummins. For several decades both sustainability and efforts related to environmental, social, and governance (ESG) issues have been critical elements of our long-term business and growth strategies. Well before “ESG” entered the general lexicon, Cummins was focused on producing engines that reduced the environmental impact, supported healthier communities, and embraced diversity and inclusion among our values. With these principles embedded in everything we do, our ESG strategy is our business strategy. With the support and oversight of our Board, we continue our focus on sustainability which includes our efforts related to ESG. We ensure Board oversight of our top ESG risks and opportunities in the following committees depending upon the topic: Talent Management and Compensation Committee; Safety, Environmental and Technology Committee; Audit Committee and the Governance and Nominating Committee. We also review the ESG Strategy and progress

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with the full Board at least once per year. The company’s Executive Director, Global Risk, provides accountability over ESG strategic direction and serves as a primary point of contact for the Board and the Cummins executive management team. Below is a summary of our achievements over the past 12 months:

2023 ESG ACHIEVEMENTS

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In 2023, the company introduced, Accelera™ by Cummins, a new brand for its New Power business. Accelera provides a diverse portfolio of zero-emissions solutions for many of the world’s most vital industries empowering customers to accelerate their transition to a sustainable future.

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Accelera by Cummins, Daimler Trucks & Buses, PACCAR and EVE Energy announced a joint venture in September to accelerate and localize battery cell production and the battery supply chain in the United States. The planned joint venture will manufacture battery cells for electric commercial vehicles and industrial applications.

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Cummins Inc. and Knight Transportation, Inc. announced that the industry’s largest full truckload company has successfully tested Cummins’ new X15N engine, using renewable natural gas to realize reductions in nitrous oxides and greenhouse gas without compromising performance. The X15N, which will launch in North America in 2024, is the first natural gas engine to be designed specifically for heavy-duty and on-highway truck applications.

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In 2023, Accelera powered North America’s first green hydrogen passenger train.

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Cummins committed to investing more than $1B across our U.S. engine manufacturing network to support the industry’s first fuel agnostic engine platforms; unveiled the X10 fuel agnostic series, launching in North America in 2026.

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We continued to deliver on our commitment to our communities and have achieved a global Every Employee Every Community (EEEC) participation rate of 79% for the full year, surpassing our target of 75%. This represents over 61,000 Cummins employees across the world who volunteered 343,000 hours, organized 11,000 community events, and partnered with 3,300 nonprofits.

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Cummins is net water positive in three of seven major regions (Latin America, India and AsiaPac), a significant step toward our PLANET 2050 goal of being net water positive in all major regions by 2030.

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Cummins expanded Cummins Advocating for Racial Equity (CARE) program to include the Latino community in the U.S.

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In 2023 the company assembled the most diverse Cummins Leadership Team and Board of Directors in our company’s history, including the company’s first female Board Chairperson.

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The Board was recognized for its continued advancement of the company’s Diversity, Equity, and Inclusion (“DEI”) efforts, receiving the prestigious 2023 NACD DEI Award and being designated one of the 100 Best Corporate Citizens among the 1,000 largest U.S. public companies.

Because of our successful execution of our business strategies in 2023, Cummins received multiple rewards and recognition including maintaining our ESG rating at AAA, the highest rating possible, by Morgan Stanley Capital International (MSCI). The rating accompanied other strong ratings for environmental, social and governance excellence, including: S&P Dow Jones Sustainability World Index, a prestigious recognition of global sustainability leaders representing the top 10% of the largest 2,500 companies in the S&P Global Broad Market Index in addition to the S&P Dow Jones Sustainability North America Index and ranked No. 49 on The Wall Street Journal’s 2023 Management Top 250, a ranking that evaluates America’s largest publicly traded companies in five key areas.

To learn more about the company’s sustainability efforts, go to the company’s ESG web page at https://www.cummins.com/company/esg. Websites disclosed herein are not incorporated into this proxy statement by reference.

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Independence

Ten of our eleven director nominees qualify as independent directors within the meaning of the rules adopted by the Securities and Exchange Commission, or SEC, and the corporate governance standards for companies listed on the NYSE. Our Board has adopted independence standards that meet or exceed the independence standards of the NYSE, including categorical standards to assist the Governance and Nominating Committee and our Board in evaluating the independence of each director. The categorical standards are included in our corporate governance principles, which are available on our website at www.cummins.com. A copy also may be obtained upon written request.

Following a discussion and applying the standards referenced above, the Governance and Nominating Committee of our Board determined that all director nominees standing for election, except Jennifer W. Rumsey, our Chair and Chief Executive Officer, qualify as independent. Based on the recommendation of the Committee, our full Board approved this conclusion.

Leadership Structure

Our corporate governance principles describe in detail how our Board must conduct its oversight responsibilities in representing and protecting our company’s stakeholders. As stated in the principles, our Board has the freedom to decide whom our Chairperson and Chief Executive Officer should be based solely on what it believes is in the best interests of our company. The roles of our Chairperson and Chief Executive Officer were combined in August 2023, when Ms. Rumsey was elected Chairperson of the Board following Mr. Linebarger’s resignation as Chairperson of the Board and Executive Chairperson. Currently, our Board believes it is in the best interests of our company for the roles of our Chairperson and Chief Executive Officer to be combined and to continue 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.

Our Board evaluates its policy on whether the roles of our Chairperson of the Board and Chief Executive Officer should be combined on an annual basis. In doing so, our Board considers the skills, experiences and qualifications of our then-serving directors (including any newly elected directors), the evolving needs of our company, how well our leadership structure is functioning and the views of our shareholders.

Based on its review of our leadership structure, our Board continues to believe that Ms. Rumsey, our Chief Executive Officer, is the person best qualified to serve as our Chairperson of the Board given her history in executive positions with our company and her skills and experience in the industries in which we operate. Thomas J. Lynch is our independent Lead Director. Mr. Lynch was selected for this position because of his service on our Board since 2015 and his leadership positions in the public and private sector. Mr. Lynch is actively involved in setting and approving the Board’s agendas and focus and works to create a collaborative atmosphere that leverages the strengths of our diverse Board and encourages directors to actively question management when necessary and seeks to ensure that our Board is receiving the information necessary to complete its duties. The Lead Director also regularly meets with other directors and members of senior management outside of the regularly scheduled Board meetings to ensure that our Board is functioning effectively and to identify areas of potential improvement.

OUR LEAD DIRECTOR’S RESPONSIBILITIES INCLUDE:

SERVING as Chair of the Governance and Nominating Committee;

CONFERRING with the Chairperson 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 Chairperson is not present, including executive sessions of independent directors and communicating feedback on executive sessions to the Chairperson;

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 Chairperson 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 Chairperson on other issues of corporate importance, as appropriate.

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Risk Oversight

Our Board and its committees are involved on an ongoing basis in the oversight of our material enterprise-related risks. The company has a mature enterprise risk management program that identifies, categorizes and analyzes the relative severity and likelihood of the various types of material enterprise-related risks to which we are or may be subject. The company has an executive risk council, comprised of the Senior Vice President, Vice-President – Chief Financial Officer, Vice President and Chief Legal Officer, Vice President – Corporate Strategy and Vice President and Chief Administrative Officer that meets quarterly with our Executive Director, Global Risk to review and update our material enterprise-related risks and mitigation plans for each. We assign ownership of our most significant enterprise risks to a member of our executive management team. The Executive Director, Global Risk oversees enterprise risk management and sets the strategic direction for and the coordination of ESG and sustainability efforts of the company.

Our Board, Audit Committee, Finance Committee, Talent Management and Compensation Committee, Governance and Nominating Committee and Safety, Environment and Technology Committee receive periodic reports and information directly from our senior leaders who have functional responsibility for the mitigation of our enterprise risks. Our Board and/or its appropriate committees then review such information, including management’s proposed mitigation strategies and plans, to monitor our progress on mitigating the risks. For example, to oversee the company’s work to mitigate cybersecurity risks, we have identified separate risks for enterprise cybersecurity and product cybersecurity. The Audit Committee provides primary oversight for enterprise cybersecurity while the Safety, Environment and Technology Committee provides oversight of product cybersecurity. Our Executive Director, Global Risk and our global cybersecurity leader meet regularly with the Board and its committees to review relevant areas including:

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Review of a cybersecurity dashboard to track key metrics of the information security/cybersecurity program,

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The purchase of cybersecurity risk insurance to mitigate exposure to the company, and

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Metrics of the company’s training and compliance program on information security and awareness of cyber risk.

Additionally, the Board and its Committees provide oversight of the company’s ESG risks and opportunities, including at least one annual review by our full Board of ESG strategy and challenges. The designated committees undertake detailed reviews of specific ESG risks and opportunities. For example, our Safety, Environment and Technology Committee provides primary oversight for environmental risks and opportunities and our Audit Committee provides oversight of the data integrity of ESG-related disclosures. Our Board or its Committees review ESG strategy, risks and progress with dedicated time at every regular Board meeting. We believe that our Board’s current leadership structure effectively supports the risk oversight function of our Board based on the level of independence, qualifications, diversity and skills of its members.

Board of Directors and Committees

Our Board held 9 meetings during 2023. All of the directors attended 75% or more of the aggregate number of meetings of our Board and the committees on which they served that were held during the periods in which they served. The non-employee members of our Board also met in executive session without management present as part of each regular meeting. Thomas J. Lynch, our current Lead Director, presided over these sessions.

Under our corporate governance principles, our Board has established six standing committees, with five of the committees consisting entirely of independent directors. Certain of the principal functions performed by these committees and the members of our Board currently serving on these committees are as follows:

AUDIT COMMITTEE

Meetings in 2023: 9

Members
Gary L. Belske (Chair)
Robert J. Bernhard
Stephen B. Dobbs*
William I. Miller
Georgia R. Nelson**
Kimberly A. Nelson
Karen H. Quintos
John H. Stone

KEY RESPONSIBILITIES

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Oversees the integrity of our financial statements and related financial disclosures and internal controls over financial reporting.

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Reviews our accounting principles and procedures.

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Monitors the independence and performance of our external and internal auditors.

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Exercises oversight of the company’s guidelines and policies concerning risk assessment and enterprise risk management, and, at least annually, reviews an enterprise risk management report and periodically reviews the status of risk areas for which it has oversight responsibility.

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Oversees the company’s compliance with its ethics policies and legal and regulatory requirements.

All members are independent directors as defined under our independence criteria, SEC rules and NYSE listing standards, including those specifically applicable to audit committee members. Our Board has determined that Mr. Belske is an “audit committee financial expert” for purposes of the SEC’s rules and all members are financially literate for the purposes of the NYSE’s rules.

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TALENT MANAGEMENT AND COMPENSATION COMMITTEE

Meetings in 2023: 8

Members
Georgia R. Nelson (Chair)**
Gary L. Belske
Carla A. Harris
Thomas J. Lynch
William I. Miller

KEY RESPONSIBILITIES

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Reviews and approves the company’s compensation philosophy and strategy primarily for the Board and the officers of the company and others as the committee may designate from time to time.

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Reviews and oversees the company’s strategies for and enterprise risks related to talent management.

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Assesses talent management policies, programs and processes, including leadership, culture, diversity and inclusion and succession.

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Administers and determines eligibility for, and makes awards under, our incentive plans.

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Establishes goals and approves the compensation for our Chief Executive Officer following a review of her performance, including input from all of the other independent directors.

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Reports annually in the proxy statement regarding the company’s executive compensation programs.

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Conducts an annual compensation risk assessment.

All members are independent directors as defined under our independence criteria, SEC rules and NYSE listing standards, including those specifically applicable to compensation committee members. The Talent Management and Compensation Committee engaged Farient Advisors LLC as its independent compensation consultant in 2023 to provide input and advice to the Committee concerning the compensation of our officers and our Board and related matters.

FINANCE COMMITTEE

Meetings in 2023: 3

Members
Carla A. Harris (Chair)
Bruno V. Di Leo
Daniel W. Fisher
Thomas J. Lynch

KEY RESPONSIBILITIES

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Reviews and advises our management and our Board on our financial strategy pertaining to our capital structure, creditworthiness, dividend policy, share repurchase policy, and financing requirements.

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Reviews our banking relationships and lines of credit.

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Reviews and advises on financing proposals for acquisitions, partnerships and other alliances of the company.

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Discusses key areas of shareholder interest and feedback on our performance and strategy.

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Monitors our shareholder base and provides counsel on investor relations activity.

All members are independent directors as defined under our independence criteria, SEC rules and NYSE listing standards.

GOVERNANCE AND NOMINATING COMMITTEE

Meetings in 2023: 5

Members
Thomas J. Lynch (Chair)
Gary L. Belske
Robert J. Bernhard
Bruno V. Di Leo
Stephen B. Dobbs*
Daniel W. Fisher
Carla A. Harris
William I. Miller
Georgia R. Nelson**
Kimberly A. Nelson
Karen H. Quintos
John H. Stone

KEY RESPONSIBILITIES

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Reviews and makes recommendations to our Board with respect to its membership, size, composition, procedures and organization.

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Identifies potential director candidates to ensure the Board is composed of well qualified and diverse candidates to oversee the company; engages a professional search firm to identify potential director candidates based on criteria selected by the Committee; and interviews identified candidates.

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Ensures the Board has a robust process for evaluating its performance and the performance of its committees and individual directors, including the use of a third-party consultant, as needed to facilitate feedback among Board members.

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Ensures the Board is providing effective ongoing director education and new director orientation.

All members are independent directors as defined under our independence criteria, SEC rules and NYSE listing standards.

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SAFETY, ENVIRONMENT AND TECHNOLOGY COMMITTEE

Meetings in 2023: 5

Members
Stephen B. Dobbs (Chair)*
Robert J. Bernhard
Bruno V. Di Leo
Daniel W. Fisher
Kimberly A. Nelson
Karen H. Quintos
John H. Stone

KEY RESPONSIBILITIES

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Reviews the company’s safety program with an emphasis on employee, workplace and product safety.

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Reviews the company’s progress on its major sustainability initiatives from Planet 2050 and the environmental management of our facilities and operations.

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Reviews our Destination Zero initiative and key technology developments that may impact product competitiveness for both core and new business areas.

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Reviews public policy developments, strategies, enterprise risks and positions taken by us with respect to safety, environmental and technological matters that significantly impact us or our products.

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Reviews product and service quality performance and guides our strategies and improvement initiatives.

* As noted above, Mr. Dobbs will retire from the Board effective at the conclusion of the Annual Meeting. Cummins expects that Ms. Quintos will assume the role of Chair of the Safety, Environment and Technology Committee immediately following the Annual Meeting.

** As noted above, Ms. Nelson will retire from the Board effective at the conclusion of the Annual Meeting. Cummins expects that Mr. Miller will assume the role of Chair of the Talent Management and Compensation Committee immediately following the Annual Meeting.

Executive Committee

The current members of our Executive Committee are Jennifer Rumsey (Chair), Thomas J. Lynch and William I. Miller. Our Executive Committee is authorized to exercise the powers of our Board in the management and direction of our business and affairs during the intervals between meetings of our Board. It also acts upon matters specifically delegated to it by our Board. Our Executive Committee did not meet during 2023.

Shareholder Nominations

Shareholder director candidate recommendations, including biographical information as to the proposed candidate and a statement from the shareholder as to the qualifications and willingness of such person to serve on our Board, along with the required disclosures set forth in our by-laws, must be properly and timely submitted in writing to our Secretary, as further described below. Any shareholder entitled to vote for the election of directors at a meeting may nominate a person or persons for election as directors only if written notice of such shareholder’s intent to make such nominations is given, either by personal delivery or by mail, postage prepaid, to the Secretary of our company not later than 160 days in advance of the originally scheduled date of such meeting (provided, however, that if the originally scheduled date of such meeting is earlier than the anniversary of the date of the previous year’s annual meeting, such written notice may be so given and received not later than the close of business on the 10th day following the date of the first public disclosure, which may include any public filing by us with the SEC, of the originally scheduled date of such meeting).

Each notice required by our by-laws must be signed manually or by facsimile by the shareholder of record and must set forth the information required by our by-laws, including (i) the name and address, as they appear on our books, of the shareholder who intends to make the nomination and of any beneficial owner or owners on whose behalf the nomination is made; (ii) a representation that the shareholder is a holder of record of shares of our Common Stock entitled to vote at such meeting and intends to appear in person or by proxy at the meeting to nominate the person or persons specified in the notice; (iii) certain other information regarding the shareholder and its interests in our company; (iv) the name, age, business address and residential address of each nominee proposed in such notice; (v) the principal occupation or employment of each such nominee; (vi) the number of shares of our capital stock that are owned of record or beneficially by each such nominee; (vii) with respect to each nominee for election or reelection to our Board, a completed and signed questionnaire, representation and agreement described in our by-laws; (viii) such other information regarding each nominee proposed by such shareholder as would have been required to be included in a proxy statement filed pursuant to the proxy rules of the SEC had each nominee been nominated, or intended to be nominated, by our Board; (ix) a description of all direct and indirect compensation and other material monetary agreements, arrangements and understandings during the past three years, and any other material relationships, including all arrangements or understandings pursuant to which the nominations are being made, between or among such shareholder and beneficial owner, if any, and their respective affiliates and associates, or others acting in concert therewith, on the one hand, and each proposed nominee, and his or her respective affiliates and associates, or any other person or persons (naming such person or persons), on the other hand; and (x) the written consent of each nominee to serve as a director if so elected.

The deadline for receiving any written notice of a shareholder’s intent to make a nomination with respect to the Annual Meeting was the close of business on December 6, 2023, which was 160 days in advance of the Annual Meeting (which is typically held on the second Tuesday of each May). We received no such qualifying nominations before this deadline with respect to the Annual Meeting.

In order for shareholders to give timely notice of director nominations at our 2025 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 of the Exchange Act.

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Communication with the Board of Directors

Shareholders and other interested parties may communicate with our Board, including our Lead Director and other non-management directors, by sending written communication to the directors c/o our Secretary, 301 East Market Street, Indianapolis, Indiana 46204. All such communications will be reviewed by the Secretary or his or her designee to determine which communications are appropriate to be forwarded to the directors. All communications will be forwarded except those that are related to our products and services, are solicitations or otherwise relate to improper or irrelevant topics as determined in the sole discretion of the Secretary or his or her designee.

Our Secretary maintains and provides copies of all such communications received and determined appropriate to be forwarded to the Governance and Nominating Committee in advance of each of its meetings and reports to the Committee on the number and nature of communications that were not determined appropriate to be forwarded.

We require all of our director nominees standing for election at an annual meeting of shareholders to attend such meeting. All but one of the director nominees standing for election at our 2023 Annual Meeting of Shareholders were present at the virtual meeting. We currently expect all director nominees to be present virtually at the Annual Meeting.

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ELECTION OF DIRECTORS

ELECTION
OF DIRECTORS

(Items 1 through 11 on the Proxy Card)

General

With the exception of Stephen B. Dobbs and Georgia R. Nelson, all of our current directors are nominated for reelection at the Annual Meeting to hold office until our 2025 annual meeting of shareholders and until their successors are elected and qualified. Any submitted proxy will be voted in favor of the nominees named below to serve as directors unless the shareholder indicates to the contrary on his or her proxy. Except for director nominees Daniel W. Fisher and John H. Stone, all nominees have been previously elected to our Board by our shareholders and have served continuously since the date indicated below.

Majority Vote Required for Director Elections

To be elected, each director nominee must receive a majority of the votes cast by shareholders at the Annual Meeting. Receipt by a nominee of the majority of votes cast means that the number of shares voted “for” exceeds the number of votes “against” that nominee. Abstentions and broker non-votes are not counted as a vote either “for” or “against” a nominee. Our by-laws provide that the term of any incumbent director who receives more “against” votes than “for” votes in an uncontested election will automatically terminate at the shareholder meeting at which the votes were cast. In the case of a contested election, directors will be elected by a plurality of the votes represented in person or by proxy and entitled to vote in the election.

Our Board expects that each of the nominees will be able to serve as a director if elected at the Annual Meeting, but if any of them is unable to serve at the time the election occurs, proxies received that have been voted either for such nominee or for all nominees or which contain no voting instructions will be voted for the election of another nominee to be designated by our Board, unless our Board decides to reduce the number of our directors.

Nominees for Board of Directors

The names of the nominees for directors, together with biographical sketches, including their business experience during the past five years, directorships of other public corporations and their qualifications to serve on our Board are set forth below, beginning with our Chair of the Board and Chief Executive Officer, then followed by our independent directors in alphabetical order.

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ELECTION OF DIRECTORS

CUMMINS 2024 PROXY

Our Board Recommends that Shareholders Vote for Each of the Nominees Set Forth Below.

		Director Since: 2022 Age: 50 Board Committees: Executive				JENNIFER W. RUMSEY—Chair of the Board and Chief Executive Officer, Cummins Inc.
						Ms. Rumsey was elected as Chair of the Board effective August 1, 2023. She became the President and Chief Executive Officer of Cummins Inc. on August 1, 2022. Ms. Rumsey was President and Chief Operating Officer of our company from March 2021-August 2022. Ms. Rumsey was Vice President and President of our Components Business from 2019-2021 after serving as Vice President and Chief Technical Officer from 2015-2019. From 2013-2015, she was our Vice President of Engineering, Engine Business, after holding a variety of engineering and product life cycle roles with the company. Ms. Rumsey is a member of the Society of Women Engineers, Society of Automotive Engineers and Women in Trucking Association. She holds a Bachelor of Science in Mechanical Engineering from Purdue University and a Master of Science in Mechanical Engineering from Massachusetts Institute of Technology. Ms. Rumsey has been a director of Hillenbrand, Inc. since 2020. Summary of Qualifications and Experience: Key Contributions to the Board: • Extensive knowledge of business operations through various leadership roles within our company • Offers expertise regarding manufacturing and technology issues • Leads long-term company strategy supporting the transition to decarbonized power for all stakeholders • Adds perspective gained through experience in automotive and transportation fields • Keeps directors apprised of current business and market trends

		Director Since: 2022 Age: 67 Board Committees: Audit; Talent Management & Compensation; 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

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ELECTION OF DIRECTORS

		Director Since: 2008 Age: 71 Board Committees: Audit; Governance and Nominating; Safety, Environment and Technology				ROBERT J. BERNHARD—Professor in the Department of Aerospace and Mechanical Engineering and former Vice President For Research, University of Notre Dame
						Mr. Bernhard is a Professor in the Department of Aerospace and Mechanical Engineering and recently retired (June 2023) from serving as Vice President for Research, University of Notre Dame. Mr. Bernhard joined the University of Notre Dame in 2007 and prior to that was Associate Vice President for Research at Purdue University since 2004. He also held Assistant, Associate and full Professor positions in the School of Mechanical Engineering at Purdue University. He was Director of the Ray W. Herrick Laboratories at Purdue’s School of Mechanical Engineering from 1994-2005. 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 2000-2015, President of I-INCE from 2000-2022, and is currently the Past President of I-INCE. He is a Fellow of 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: 2015 Age: 67 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 2012 until his retirement in June 2018. 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 2008-2011, 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

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ELECTION OF DIRECTORS

CUMMINS 2024 PROXY

		Director Since: 2023 Age: 51 Board Committees: Finance; Governance and Nominating; Safety, Environment and Technology				Daniel W. Fisher—Chairman and CEO of Ball Corporation
						Mr. Fisher is the Chairman and Chief Executive Officer of Ball Corporation, where he has spent the last 13 years of his career. Prior to becoming CEO, Fisher served as President of the company, as well as many roles leading both Finance and Operations across several of Ball’s company divisions. Prior to working at Ball Corporation, Fisher served as both a Director and Chief Financial and Information Technology Officer for Emerson Electric, a global technology, software and engineering company. He also held various leadership positions at Thomson Industries (Danaher Corporation), Bradken Corporation and Grey Mountain Partners. Mr. Fisher received a bachelor’s degree in business administration and finance from Washington University, St. Louis, in 1995. He later attained an MBA with a focus in business administration from the University of Colorado, Denver, in 2003. Summary of Qualifications and Experience: Key Contributions to the Board: • Brings perspective of a sitting Chairman and CEO of a publicly traded global company • Brings broad-based and valuable insights in finance and strategy • Leverages business and financial background in rendering advice and insight • Identifies and raises strategic considerations for Board consideration

		Director Since: 2021 Age: 61 Board Committees: Finance; Governance and Nominating; Talent Management and Compensation				CARLA A. HARRIS—Senior Client Advisor, Morgan Stanley
						Ms. Harris is Senior Client Advisor at Morgan Stanley. She is responsible for being a co-portfolio manager of the Next Level Fund and advising the Multicultural Innovation Lab, hosting the podcast “Access & Opportunities” and acting in various client coverage capacities. Her prior experience with Morgan Stanley includes investment banking, equity capital markets, equity private placements and initial public offerings in a number of industries such as technology, media, retail, telecommunications, transportation, healthcare and biotechnology. In August 2013, Ms. Harris was appointed by President Barack Obama to chair the National Women’s Business Council. Ms. Harris has served on the board of Walmart Corporation since 2017, and serves on its Compensation and Management Development, Nominating and Governance and Strategic Planning and Finance Committees. Ms. Harris has also served on the board of MetLife since April 2022, and serves on its Investment and the Governance and Corporate Responsibility Committees. She also serves on the boards of several nonprofit organizations including Seize Every Opportunity (SEO), the Cabrini Foundation, Sesame Street Workshop 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

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ELECTION OF DIRECTORS

		Director Since: 2015 Age: 69 Board Committees: Executive; Finance; Governance and Nominating; Talent Management and Compensation				THOMAS J. LYNCH—Chairman, TE Connectivity Ltd.
						Mr. Lynch retired as 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-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-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. He has also served as a director of Automatic Data Processing, Inc. since 2018 and effective February 2024, currently serves as the Non-Executive Chair of the Board. In May 2022, Mr. Lynch retired as a director 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 • Brings perspective of a sitting Chairman and former CEO of a publicly traded global company • Leverages business and financial background in rendering advice and insight • Identifies and raises strategic considerations for Board consideration

		Director Since: 1989 Age: 67 Board Committees: Audit; Executive; Governance and Nominating; Talent Management and Compensation				WILLIAM I. MILLER—President, The Wallace Foundation
						Mr. Miller has served as President of The Wallace Foundation, a national philanthropy with a mission of fostering equity and improvements in learning and enrichment for young people and in the arts for everyone, since 2011. Mr. Miller was the Chairman of Irwin Management Company, a Columbus, Indiana private investment firm, from 1990-2011. Mr. Miller has been a director or trustee of the New Perspective Fund, Inc. and the EuroPacific Growth Fund, Inc. since 1992 and of the New World Fund, Inc. since 1999. Mr. Miller serves as independent Chairman of the Board for all three of the funds, all of which are in the same mutual fund family. Summary of Qualifications and Experience: Key Contributions to the Board: • Professional experience in the banking and investment industries • Extensive knowledge of our company, its values and its global operations • Leadership experience in the civic, nonprofit and philanthropic sectors

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		Director Since: 2020 Age: 61 Board Committees: Audit; Governance and Nominating; Safety, Environment and Technology				KIMBERLY A. NELSON—Retired Senior Vice President, External Relations, General Mills, Inc.
						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 serves on the board of Tate & Lyle PLC as Senior Independent Director and also on its Audit and Nominations Committees. She also serves on the board of Colgate-Palmolive Company and is a member of 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). Ms. Nelson also serves on the boards of the Wallace Foundation 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: 2017 Age: 60 Board Committees: Audit; Governance and Nominating; Safety, Environment and Technology				KAREN H. QUINTOS—Retired Chief Customer Officer at Dell Technologies Inc.
						Prior to her retirement in June 2020, Ms. Quintos was the first Chief Customer Officer of Dell Technologies Inc., the world’s third largest supplier of personal computers and other computer hardware items, since 2016. In addition, Ms. Quintos led Dell’s global customer strategy and programs as well as Diversity and Inclusion, Corporate Responsibility and Entrepreneurship strategy and programs. From 2010-2016, Ms. Quintos served as Senior Vice President and Chief Marketing Officer, Vice President of public sector marketing and North America commercial marketing, and held executive roles in services, support and supply chain management. Ms. Quintos joined Dell in 2000 from Citigroup where she was Vice President of global operations and technology. Ms. Quintos earned a Master’s degree in marketing and international business from New York University and a Bachelor of Science 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 the founder of Dell’s Women in Action employee resource group, the Interfaith Employee Resource Groups and Dell’s Women Entrepreneur Network. She serves on the board of trustees at Pennsylvania State University and the board of visitors of Smeal College of Business Advisory Board. 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 and strategic views around ESG, including DEI • Offers strategic insight in customer strategy, programs and customer data • Contributes knowledge and experiences in technology, GTM and supply chain management

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ELECTION OF DIRECTORS

		Director Since: 2024 Age: 53 Board Committees: Audit, Governance and Nominating; Safety, Environment and Technology				John H. Stone—President and Chief Executive Officer of Allegion
						Mr. Stone is the President and Chief Executive Officer of Allegion plc. Prior to being named CEO of Allegion, Mr. Stone served as president of Deere & Company’s Worldwide Construction, Forestry and Power Systems business, overseeing a business that reported nearly $11.4 billion in revenue in 2021. Under his leadership, the segment delivered impressive expansion and profitability. As the prior head of Deere’s Intelligent Solutions Group, Mr. Stone was also influential in its rapid development of artificial intelligence (AI) and machine learning capabilities, better integration of precision-ag technology into each of its flagship products and in helping the company establish itself as a leader in technology. In that role, he led the company’s acquisition of tech startup Blue River Technology, in addition to the establishment of the San Francisco John Deere Labs office and the precision-ag headquarters in Urbandale, Iowa. Mr. Stone enjoyed a 20-year career at Deere & Company, and held additional leadership positions, including: vice president, Corporate Strategy & Business Development; global director, Utility Tractor Product Line; and general manager, John Deere Ningbo (China) Works. Prior to Deere & Company, Mr. Stone worked for General Electric as a Six Sigma Black Belt quality engineer, and he served as an infantry officer in the U.S. Army. Mr. Stone holds a bachelor’s degree in mechanical engineering from the U.S. Military Academy and an MBA from Harvard Business School. Summary of Qualifications and Experience: Key Contributions to the Board: • Brings perspective of a sitting CEO of a publicly traded global company • Brings broad-based and valuable insights in finance and strategy • Leverages business and financial background in rendering advice and insight • Identifies and raises strategic considerations for Board consideration

The table below summarizes key qualifications, skills and attributes most relevant to the decision to nominate the candidates to serve on our Board. A mark indicates a specific area of focus or experience on which the Board relies most. The lack of a mark does not mean the director nominee does not possess that qualification or skill. Each director nominee biography above in this section describes each nominee’s qualifications and relevant experience in more detail.

DIRECTORS

Automotive &
Transportation

Manufacturing

Technology/
IT

Sales/
Marketing

Government/
Regulatory

International

Academics

Financial

Gary L. Belske

●

Robert J. Bernhard

●

Bruno V. Di Leo

●

Daniel W. Fisher

●

Carla A. Harris

●

Thomas J. Lynch

●

William I. Miller

●

Kimberly A. Nelson

●

Karen H. Quintos

●

Jennifer W. Rumsey

●

John H. Stone

●

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EXECUTIVE COMPENSATION

Note from the Chair of Our Talent Management & Compensation Committee

As Chair of the Talent Management and Compensation Committee (“TMCC” or “Committee”), I am pleased to share my perspectives on our Committee’s work in 2023 for the benefit of our shareholders and stakeholders.

As you know, the last two years have marked a period of leadership transition, with the appointment of Jen Rumsey as our Chair and Chief Executive Officer and Tom Linebarger’s retirement. In 2023, under Jen’s leadership, the company generated record results, as highlighted in the Executive Summary of this year’s CD&A. Specifically, we delivered exemplary results in our core business, restructured our business portfolio by successfully integrating Meritor and taking Atmus Filtration public, continued to invest in and achieve significant progress on Destination Zero, and fully implemented our succession plan by placing highly talented, seasoned, and engaged leaders in key positions for a promising future.

More broadly, the Committee continued to support and oversee the company’s Diversity, Equity, and Inclusion (DEI) efforts with focused oversight of our progress on DEI throughout the year. The company received awards and recognition in 2023 for its Environmental, Social, and Governance (ESG) efforts, as evidenced by earning the prestigious 2023 NACD DEI Award and being designated one of the 100 Best Corporate Citizens among the 1,000 largest U.S. public companies. We also continue to ensure our board composition aligns with our DEI commitment. Today, 50 percent of our board members are diverse.

The TMCC also oversaw significant work to develop new human resources and compensation strategies in support of Destination Zero. In 2023, we implemented short- and long-term incentive plans that incorporate distinct measures and goals for Accelera™, by Cummins, our new brand for our New Power business unit. 2024, we will continue to evaluate how our strong ESG initiatives can best be recognized in our pay plans throughout the organization.

In December, we reached an agreement in principle with various regulatory agencies to resolve certain regulatory civil claims regarding our emissions certification and compliance process for certain engines primarily used in pick-up truck applications. As a result, our Committee concluded that Ms. Rumsey’s 2023 bonus would be reduced by 50% and Mr. Linebarger’s would be reduced to $0.

I am proud of the TMCC’s work and the strength of the company’s values. I am confident that the company will continue to build on its strong foundation and have a positive and palpable impact on our world for years to come.

	Sincerely,
	GEORGIA R. NELSON Chair

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EXECUTIVE COMPENSATION

Executive Summary

Cummins operates with a strong pay for performance and team-oriented philosophy and continued to do so in 2023. The summary below highlights our business results, how our talent management supported those results, our governance framework, and compensation for our executives and the rationale for those decisions.

HOW DID WE PERFORM?

KEY 2023 PERFORMANCE HIGHLIGHTS

[MISSING IMAGE: fc_keyperformance-pn.jpg]

2023 results exclude the charge related to the Agreement in Principle, costs associated with the separation of Atmus, and costs associated with the voluntary retirement and separation program. 2022 results exclude costs related to the indefinite suspension of operations in Russia and the costs related to the separation of the Filtration business. See Appendix A for reconciliation of GAAP to non-GAAP measures referenced in this section.

In 2023, we achieved significant progress on Destination Zero, our strategy to reduce the greenhouse gas and air quality impacts of our products while continuing to grow our business and impact. We announced more than $1 billion of investment in our U.S. engine manufacturing network to support the industry’s first fuel agnostic engine platforms, which we announced in 2022, as well as several major partnerships to bring the X15 natural gas engine to the North America market in 2024. In addition, Accelera, Daimler Trucks & Buses, PACCAR and EVE Energy announced in September a joint venture to accelerate and localize battery cell production and the battery supply chain for electric commercial vehicles and industrial applications in the United States, and in January announced Marshall County, Mississippi, as the future site.

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EXECUTIVE COMPENSATION

CUMMINS 2024 PROXY

In 2023, we invested a record $1.5 billion in research and development in our product portfolio of diesel, natural gas, axles, battery, fuel cells, electrolyzers and related components. We remain disciplined as we examine new organic investments, partnerships and acquisition opportunities that leverage our capabilities, and we are committed to profitable growth, working capital management, and generating strong returns for our shareholders.

HOW DO OUR PAY STRATEGY AND PROGRAMS SUPPORT OUR BUSINESS STRATEGY?

Our compensation programs are designed to drive our business strategy and results. As previously disclosed, in 2023, following a comprehensive review of our pay strategy and programs to ensure their alignment with the company’s decarbonization strategy, we made a number of changes to our approach to pay on a go-forward basis, beginning in 2023. Highlights included:

				We continue to operate as “one Cummins,” characterized by a strong culture and synergies across business units. However, the new program also recognizes Accelera’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 Accelera entities are tailored to the unit in which the participant works
				Our programs in 2023 recognized our decision to spin off Atmus, our filtration business, into a publicly traded company so that Atmus has its own access to capital. Atmus completed its initial public offering in 2023 and fully separated in 2024. As a result, Atmus’ 2023 incentive programs were driven entirely by Atmus’ performance, except that Atmus Long-Term Incentive Plan (LTIP) participants received Cummins equity-based compensation until Atmus completed its initial public offering, at which time Atmus began to compensate its LTIP participants in Atmus equity-based compensation
				To help retain valuable talent and reinforce the alignment of interests between our employees and shareholders, our compensation program provides for broad participation in our equity incentive plans and heavy and strategic use of equity, where warranted

In recognition of the increasing competitiveness for talent, the program will allow for greater flexibility in making pay decisions.

We also changed the performance measures and weightings under our Annual Bonus Plan (ABP) for Cummins participants, including our Named Executive Officers (NEOs) in 2023, moving from a single performance goal relating to Return on Average Net Assets (ROANA) to a structure in which an Earnings Before Interest, Taxes, Depreciation and Amortization (EBITDA) goal was weighted 70% and an Operating Cash Flow goal was weighted 30%. The revised measures are better aligned with our strategy, ensuring a focus on profitable growth and working capital management across the company, which are critical to sustaining the level of investment necessary to position us for future growth.

In 2023, we established a Deposit Share Program that was intended to encourage long-term retention and continuity and alignment of the interests of our named executive officers with our shareholders. Implementation of the Program was delayed until 2024 because of an extended closed trading window that restricted the participants’ ability to acquire shares of common stock in 2023. Under the Program, designated participants, including certain of our named executive officers, are eligible to receive matching grants of restricted stock units if they commit newly acquired shares of our common stock and agree to hold those newly acquired shares for four years. The matching grants of restricted stock units will cliff vest on the fourth anniversary of the participation deadline if the participant has remained continuously employed and has satisfied the holding requirement for the newly acquired shares.

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EXECUTIVE COMPENSATION

SUMMARY OF 2023 CHANGES TO CUMMINS’ INCENTIVE FRAMEWORK

The changes to our 2023 pay programs were designed to reinforce those drivers of value that continue to be important, while also recognizing the changing demands of our future. These changes are summarized in the chart below:

2022

2023

Plan Element

All Participants

Cummins Participants

Accelera Participants

Short-Term Incentive Plan

Linkage

100% Cummins

30% Cummins

70% Accelera

Measures & Weightings

100% Cummins ROANA

70% Cummins EBITDA

30% Cummins Operating Cash Flow

30% Cummins EBITDA

30% Accelera Revenue

40% Accelera Strategic Scorecard

Long-Term Incentive Plan

Vehicle Mix

70% Performance Shares

30% Performance Cash

70% Performance Shares

30% Performance Cash

70% Performance Shares

30% Restricted Stock Units (RSUs)

Linkage for Performance Elements

100% Cummins

30% Cummins

70% Accelera

Measures & Weightings

Perf. Shares and Cash

- 80% Cummins ROIC

- 20% Cummins Cumulative EBITDA

Performance Shares and Cash

- 80% Cummins ROIC

- 20% Cummins Cumulative EBITDA

Performance Shares

- 30% Cummins ROIC

- 70% Accelera Cumulative Revenue

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HOW DID OUR TALENT STRATEGIES AND ACTIONS SUPPORT OUR PERFORMANCE?

We employ approximately 75,500 people operating in 53 countries around the globe. We believe that a global, diverse, and healthy workforce, supported by talented, inspiring leaders, is a critical ingredient to our maintaining a competitive advantage in our global marketplace. Our talent strategy is designed to “Inspire and Encourage All Employees to Reach Their Full Potential.” This strategy is built upon four pillars, each of which is described in more detail below:

CUMMINS’ TALENT STRATEGY: BUILT ON FOUR PILLARS


	CREATE A DIVERSE AND INCLUSIVE WORK ENVIRONMENT			ENGAGE EMPLOYEES AND FAMILIES IN IMPROVING WELLNESS			DEVELOP SELF-AWARE AND EFFECTIVE LEADERS			ADVANCE OUR WORKFORCE STRATEGY BY EXTENDING OUR TALENT MANAGEMENT STRATEGIES TO ALL EMPLOYEES

FIRST PILLAR: CREATE A DIVERSE AND INCLUSIVE WORK ENVIRONMENT

We consider Diversity, Equity, and Inclusion (DEI) to be a business imperative that creates value for all our stakeholders. In 2023, we advanced our DEI framework that prioritized the establishment of equitable experiences throughout the employee life cycle of under-represented groups and the enablement of DEI skills and competence in our leaders and employees. Specifically, Cummins identified a number of primary global DEI initiatives on which to focus:

•

Disability inclusion, enabling people with disabilities to work toward their full potential. Examples include accessibility-related features integrated into Cummins’ global building standards and accessible technology solutions for employees with disabilities

•

Increased global diversity, with multiple initiatives focused on the attraction, retention, development, and advancement of under-represented groups. Examples include: aspirational representation goals for Black and Latino employees in the U.S.; Cummins RePower program for female engineers and technical professionals; robust training for people managers; and more than 150 employee resource groups

•

Veteran inclusion, accelerating the strategy and engagement of this initiative to improve workforce inclusion and support Veterans and their families. Examples include: establishing aspirational goals for veteran employment representation at all levels of the organization that mirror or exceed that of our communities; signing the United Kingdom Armed Forces Covenant, increasing Veteran hires through the Skillbridge program; participating in the U.S. Chamber of Commerce’s Hiring our Heroes Fellowship Program; and creating our veteran mentoring program

Cummins’ intentional focus is having a significant impact on the company and its employees. Here is a look at key diversity demographics at Cummins as of December 2023:

•

Cummins CEO Jennifer Rumsey was appointed as the company’s Board Chair in August 2023, the first woman to serve in this role

•

43% of the Cummins Leadership Team (CLT), the top leadership team at the company, are women

•

40% of the company’s Vice Presidents are women

•

27.3% of the company’s global workforce is comprised of women

•

14% of the company’s U.S.-based workforce are Black and 9.1% Latino

•

26% of the company’s U.S. based Vice Presidents are Black or Latino

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EXECUTIVE COMPENSATION

Given the progress we have made and the direct correlation between increased business growth and employee diversity, Cummins was recognized with a number of distinctions, including:


	National Association of Corporate Directors (NACD) 2023 Diversity, Equity, and Inclusion Award			2023 Best Place to Work for Disability Inclusion (third year in a row)			Number four on Forbes’ annual ranking of America’s Best Employers for Women (up from 26)


	Recognized as a Top Hispanic Employer by Diversity Magazine			2023 Military Friendly Employer			Best Company for LGBTQ+ Employees on Corporate Equality Index (second year in a row)			America’s Top Corporations for Women’s Business Enterprises in 2023 (1 of 66 companies)

SECOND PILLAR: ENGAGE EMPLOYEES AND FAMILIES IN IMPROVING WELLNESS

At Cummins, providing meaningful, equitable health, wellness and rewards programs is at the center of our compensation and benefits strategy. In 2023, we:

•

Continued to strengthen our global mental health campaign to normalize and destigmatize mental health

•

Focused on better engagement with our U.S. manufacturing employees, visiting 32 sites and meeting with over 17,500 employees to bring curated information about our health, wellness, and total rewards programs that support the emotional, physical, financial, and social wellness of employees and their families

•

Implemented a global standard for medical clearance evaluations to ensure optimal safety for employees performing higher-risk tasks

•

Provided high-quality clinical services at onsite and near-site medical clinics at 36 key locations throughout the world

•

Expanded our U.S. benefit offerings to include voluntary supplemental medical programs to support our employees’ physical and financial wellness

THIRD PILLAR: DEVELOP SELF-AWARE AND EFFECTIVE LEADERS

Cummins views talent development and succession planning as critical to achieving the company’s performance objectives. For talent development, we focus on the entire employee lifecycle experience, from recruitment and hiring, to development and progression, to retirement. To achieve a distinguishing positive experience, we focus holistically on our employees being able to easily learn about talent strategy and planning, leadership and other development opportunities, retention strategies, performance management, compensation and benefits management, and succession planning. We provide our leaders the tools they need to advance their personal growth as well as their contribution to the sustainable growth of our enterprise.

Cummins follows a disciplined process to ensure it is generating capable and diverse talent slates for all senior positions and developing high-potential leaders to close any skill and behavioral gaps. Cummins views a robust succession planning process as a critical component to minimizing risks and achieving its diversity objectives. Importantly, in 2022, Cummins’ succession planning process resulted in a successful transition of the CEO role from Tom Linebarger to Jennifer Rumsey. In addition, the Cummins Leadership Team (CLT), comprised of those who are directly reporting to Jennifer Rumsey, was successfully reconstituted. The CLT is comprised of a diverse and talented group of 14 executives, including 6 women and 4 people of color.

FOURTH PILLAR: ADVANCE OUR WORKFORCE STRATEGY BY EXTENDING OUR TALENT MANAGEMENT STRATEGIES TO ALL EMPLOYEES

Cummins has created a strong work environment in which people can enter the firm at an early stage in their careers and grow with the company, aided by best-in-class development programs. Given our long-term decarbonization strategy, we also recognize the need to act with agility at all levels, including mid- and senior-career hires, particularly with respect to our highly competitive technical positions.

As a result, we implemented new approaches to help manage the career and pay progression of Cummins’ employees. This new approach will provide managers greater autonomy and flexibility so they can more effectively recruit, retain, and optimize the deployment of our people to overcome challenges in our highly competitive talent markets. We also have developed more effective mechanisms for recruiting talented individuals at all levels in the organization, as well as progressing people more quickly within the organization. This diversifies our approach to talent management, which is benefiting both our employees and the company.

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HOW DID WE ALIGN EXECUTIVE PAY AND PERFORMANCE?

	ANNUAL BONUS PLAN*			PERFORMANCE SHARE & PERFORMANCE CASH PLANS			LONG TERM INCENTIVE MIX
	The Cummins Annual Bonus Plan paid out 170% of target based on actual 2023 EBITDA of $5,153 million against a target of $4,611 million, weighted 70%, and actual 2023 Operating Cash Flow of $3,966 million against a target of $3,294 million, weighted 30%. All employees participating in the Cummins bonus plan received the same payout factor.			The Cummins Performance Share and Performance Cash plans for the 2021-2023 performance cycle paid out at 150% of target based on actual 3-year cumulative EBITDA of $12,639 million compared to our goal of $11,011 million, and ROIC of 17.00% compared to our target of 15%. All employees participating in the Cummins long-term performance plans received the same payout factor.			As previously disclosed, the 2023 long-term incentive grant was 100% performance-based. The grants consisted of performance shares (70%) and performance cash (30%).

	ALIGNMENT BETWEEN CEO’S REALIZABLE PAY & FINANCIAL / TSR PERFORMANCE
	Every year, the Committee, along with its consultant, Farient Advisors LLC (“Farient”), quantitatively and qualitatively assesses the relationship between realizable pay of our CEO and our company’s performance. As in prior years, the Committee determined that our CEO’s pay and our company’s performance are closely aligned. An analysis of pay and performance alignment can be found in the Pay vs. Performance section of this proxy.

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EXECUTIVE COMPENSATION

Purpose and Principles of our Executive Compensation Program

PURPOSE OF OUR EXECUTIVE COMPENSATION PROGRAM

Our long-term success depends on our ability to attract, motivate, focus, and retain highly talented individuals committed to Cummins’ vision, strategy and corporate culture. To that end, our incentive plans, which apply to all participants including executives, are designed to link pay to annual and long-term performance, and to the successful execution of business strategies. Our salary levels and incentive targets are intended to recognize individual performance and market pay levels. We also use our executive compensation program to encourage high performing executives to remain with us over the course of their careers.

		PRINCIPLES OF OUR EXECUTIVE COMPENSATION PROGRAM
		Our compensation philosophy rewards executives for achieving our financial objectives and building long-term value for our shareholders and other stakeholders. We also follow several other principles when designing our executive compensation program including:
		MARKET POSITIONING We believe that, on average, our executives’ target total direct compensation opportunity (consisting of base salary, target annual bonus, and target long-term incentive value) should be at the median of the market.
		SHORT-TERM / LONG-TERM MIX We believe that there should be an appropriate balance between annual and long-term elements of compensation commensurate with the position’s decision-making time horizon and competitive context.
		PAY AT RISK We believe that the more senior an executive’s position, the more compensation should be “at risk,” which means it will vary based on Cummins’ financial and stock price performance.
		RETENTION We believe that our compensation program should support retention of our experienced executives and achievements of our leadership succession plans.
		SIMPLE AND TRANSPARENT We believe that our executive compensation program should be transparent to our investors and employees as well as simple and easy to understand.
		ALIGNMENT WITH SHAREHOLDER INTERESTS We believe that equity-based compensation and stock ownership should be a substantial part of our executive compensation program to link executives’ compensation with our shareholders’ returns. The greater the level of responsibility of the executive, the more his or her compensation should be stock-based and the higher his or her stock ownership requirement should be.

Named Executive Officers (“NEOs”)

JENNIFER RUMSEY

Chair and Chief Executive Officer

MARK SMITH

Vice President – Chief Financial Officer

[MISSING IMAGE: ph_tonysatterthwaite-4clr.jpg]

LIVINGSTON L. SATTERTHWAITE

Senior Vice President

MARVIN BOAKYE

Chief Human Resources Officer

SHARON BARNER

Vice President – Chief Administrative Officer

[MISSING IMAGE: ph_nthomaslinebarger-4c.jpg]

TOM LINEBARGER

Former Executive Chairman

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Advisory Shareholder Say-on-Pay Vote

At our 2023 Annual Meeting, after the 2023 executive compensation actions described in this CD&A had taken place, we held an advisory shareholder vote to approve the compensation of our Named Executive Officers (our “NEOs”). Of the votes cast by our shareholders, 95.7% were voted in favor of our executive compensation. In keeping with the recommendation of our Board, our shareholders also expressed a preference that future advisory shareholder votes to approve the compensation of our NEOs be held on an annual basis and, as previously disclosed, our Board determined to hold an advisory vote to approve the compensation of the NEOs every year.

The Committee considered the voting results from our advisory shareholder vote on compensation along with shareholder feedback as a part of its comprehensive assessment of Cummins’ executive compensation programs. Given the support we received from shareholders, we did not undertake any material changes to our executive compensation program in response to this vote. The Committee will continue to review our compensation programs each year in light of the annual “say-on-pay” voting results and will continue to solicit shareholder feedback to ensure our programs are aligned with their expectations.

Compensation Elements Support Pay For Performance Philosophy

As in prior years, our compensation programs are designed to support our pay-for-performance philosophy aligned with the interests of our shareholders and other stakeholders. The key elements of the Cummins’ executive compensation program for 2023 were:

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	Earnings Before Interest, Taxes, Depreciation and Amortization (EBITDA) weighted at 70% and Operating Cash Flow weighted at 30%	EBITDA and Operating Cash Flow provide a focus on profitable growth and working capital management across the company, which are critical to sustaining the level of investment necessary to position us for future growth
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.

As described below under the “One-Time Bonus Award,” in 2023 we paid a one-time special cash bonus to Mr. Boakye pursuant to the terms of his offer letter. The bonus was an important part of a competitive compensation package offered to Mr. Boakye to join our company and was intended to facilitate his participation in the Deposit Share Program, although the offer letter did not require that the bonus be used for that purpose.

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EXECUTIVE COMPENSATION

We believe the compensation of our most senior executives should be based on Cummins’ overall financial performance and a significant portion of their pay should be incentive-based and therefore at risk.

In 2023, performance-linked components (annual bonus and long-term incentive compensation excluding a one-time special cash payment described below under “One-Time Bonus Award”) were 89% of the CEO’s target total direct compensation opportunity and 76% of the average target total direct compensation opportunity for the other Named Executive Officers. These pay elements were allocated as shown below.

TARGET TOTAL DIRECT COMPENSATION MIX – FISCAL YEAR 2023

Mr. Tom Linebarger is excluded from the other NEO average since he retired in July 2023.

Target Executive Compensation Informed By the Market

The Committee reviews our executive compensation pay levels and programs on a regular basis. For pay levels, we generally target the median of the market for total direct compensation as well as its components, including salary, bonus targets, and long-term incentive target values. We consider target compensation to be market competitive if it is within +/-10% of the median level indicated by the benchmarking data.

For making 2023 pay decisions, our primary compensation benchmarking sources were manufacturing companies in nationally recognized compensation surveys. We also considered data from our Custom Peer Group (described below) regarding pay levels for the CEO and CFO and pay program design, dilution, and performance. We believe this approach provides an appropriate representation of the market, and using multiple sources lessens the impact of fluctuations in market data over time.

Our Custom Peer Group, identified in 2022 for making 2023 pay decisions, was made up of the fifteen public companies listed below. All companies fell into at least one of the following categories:

•

customers with a strong presence in one or more of our major markets;

•

companies that compete directly or indirectly with one or more of Cummins’ businesses;

•

key suppliers of related products; and

•

diversified industrial companies that compete for investor capital within the Industrial market segment.

The Custom Peer Group companies are also similar to Cummins in size and investor profile and compete with us for customers and talent.

Borg Warner Incorporated (BWA)	Caterpillar Incorporated (CAT)	Daimler Truck AG (DTG-XE)
Deere & Company (DE)	Dana Incorporated (DAN)	Eaton Corporation (ETN)
Emerson Electric Co. (EMR)	Fortive Corporation (FTV)	Honeywell International Inc. (HON)
Illinois Tool Works (ITW)	Paccar Incorporated (PCAR)	Parker-Hannifin Corporation (PH)
Textron Incorporated (TXT)	Volvo AB (VOLV B-SE)	W.W. Grainger (GWW)

Two changes were made to the peer group identified in 2022 for making 2023 pay decisions. Dana Incorporated was added as it provides exposure to similar products like e-axles, drivetrain components, and transmissions as well as electric and hybrid products. Donaldson was removed from the peer group due to our spin-off of Atmus into a separate publicly traded company.

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Executive Compensation Best Practices

We continually review best practices in the area of executive compensation and incorporate those practices in our executive compensation arrangements.

WHAT WE DO

WHAT WE DO NOT DO

Set clear financial goals that we believe are challenging yet achievable, meet or exceed competitive standards, and will enhance shareholder value over time

We do not allow backdating or repricing of stock options

Use multiple measures to ensure our executives focus on both annual and longer-term goals

We do not have separate employment contracts with our executive officers

Tie incentive awards for all participants at least in part to overall company performance to reinforce the importance of the company’s success and to encourage collaboration and teamwork

We do not guarantee salary increases, bonuses or equity grants for our executive officers

Encourage executives to focus on the sustained long-term growth of our company and promote retention by vesting performance-based awards only at the end of the performance or service period

We will not gross-up excise taxes that may be imposed on payments to our executive officers in connection with a change in control

Cap payouts under our short- and long-term incentive compensation plans at 200% of the target awards

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

Require all incentive awards for senior executives be subject to clawback and cancellation provisions that go beyond the minimum required by law

We do not permit officers or directors to engage in pledging, hedging or similar types of transactions with respect to our stock

Maintain a Talent Management and Compensation Committee composed of independent directors who are advised by an outside, independent compensation consultant

We do not pay dividends or dividend equivalents on unearned performance shares

Complete an annual assessment of the risk associated with our compensation program

Require executive officers and outside directors to maintain prescribed stock ownership levels

Subject our executives to double trigger change in control provisions

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HOW PERFORMANCE MEASURES AND GOALS ARE DETERMINED

The Committee regularly reviews all elements of our executive compensation program and makes changes as it deems appropriate. Each review includes general comparisons against market data and analysis prepared by Farient, including information on market practices in the following areas:

•

Pay strategy and positioning;

•

Annual bonus plan design, including performance measures and goals and plan leverage;

•

Long-term incentive plan strategy and design, including the mix of elements, as well as performance measures and goals and plan leverage;

•

Stock ownership guidelines;

•

Executive perquisites, including personal use of company aircraft; and

•

Executive benefits and protection policies, including severance practices for officers, supplemental retirement plans, deferred compensation plans and change in control arrangements.

The Talent Management and Compensation Committee establishes performance measures and goals each year for the annual and long-term incentive plans that are designed to help achieve our business strategy and objectives. The Committee also benchmarks against the historical performance of the Custom Peer Group and considers whether Cummins’ goals are sufficiently demanding relative to our peers. Additionally, the Committee solicits Farient’s assessment regarding the degree of difficulty associated with the incentive plan performance targets relative to both external analyst expectations for performance and peer performance expectations. The Committee believes this process leads to appropriate performance targets and incentive awards that reflect the creation of shareholder value.

The Talent Management and Compensation Committee has discretion to adjust performance results that reflect significant transactions (such as acquisitions, divestitures, or newly-formed joint ventures) or other unusual items (such as pension plan contributions above required levels, restructuring, or significant tax legislation) if such events were not anticipated at the time performance targets were initially established.

Compensation Programs

Our executive compensation program consists of three principal elements: base salary, annual bonus, and long-term incentive compensation. Together, these elements constitute total direct compensation.

Base Salary

We target base salary, on average, at the median of the market for similar executive positions. Some officers’ base salaries may vary from the median due to factors such as experience, tenure, potential, performance, and internal equity.

Annual Bonus

HOW BONUSES ARE CALCULATED

Our annual bonus is designed to link participants’ pay to our annual financial performance. The payout for each participant, including our NEOs, is calculated using the following formula:

Target awards as a percentage of salary are set such that performance at the target goal level generates an annual bonus aligned with the median range of the market. The “payout factor” is determined based on Cummins’ actual financial performance against its annual goals.

2023 ANNUAL BONUS PERFORMANCE MEASURES

For the 2023 Cummins annual bonus plan, we decided to use EBITDA, weighted 70%, and Operating Cash Flow, weighted 30%, as the performance measures. We believe these measures are better aligned with our strategy, ensuring a focus on profitable growth and working capital management across the company, which are critical to sustaining the level of investment necessary to position us for future growth.

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EBITDA for compensation purposes equals:

EBITDA = Cumulative Earnings Before Interest Expense, Income Taxes, Noncontrolling Interests, Depreciation and Amortization for the 1-year performance period

Operating Cash Flow for compensation purposes equals:

Operating Cash Flow = Cash flow excluding capital expenditures, financing transactions (debt, leases), dividends, and share repurchases

EBITDA AND OPERATING CASH FLOW PERFORMANCE TARGETS FOR 2023

Setting the targets with the appropriate level of difficulty underscores the importance of achieving or exceeding our annual operating plan (AOP) performance commitment. This approach requires increasingly difficult targets during economic upturns and realistic goals during cyclical downturns. The 2023 EBITDA and Operating Cash Flow goals were set with this philosophy in mind.

Target EBITDA and operating cash flow were established by the TMCC after reviewing the AOP and considering input from Farient, the Committee’s independent outside consultant.

Target EBITDA (a 100% payout factor) was the amount required to achieve our AOP. As shown below, the possible payout factors for 2023 ranged from 10% for threshold performance (70% of target EBITDA) to a maximum of 200% for superior performance (115% of target EBITDA or better). The payout factor changed in increments of 10% for results that fell between threshold and target, or between target and maximum.

Target operating cash flow (a 100% payout factor) was the amount required to achieve our AOP. As shown below, the possible payout factors for 2023 ranged from 10% for threshold performance (70% of target operating cash flow) to a maximum of 200% for superior performance (115% of target operating cash flow or better). The payout factor changed in increments of 10% for results that fell between threshold and target, or between target and maximum.

	EBITDA Goal (70% Weighting)		EBITDA Goal as a % of Target		Operating Cash Flow Goal (30% Weighting)		Operating Cash Flow Goal as a % of Target		EBITDA and Operating Cash Flow Payouts as % of Target(1)
≥Maximum		$5,303		115%		$3,788		115%		200%
Target		$4,611		100%		$3,294		100%		100%
Threshold		$3,228		70%		$2,306		70%		10%
<Threshold(2)		<$3,228		<70%		<$2,306		<70%		0%

(1)

Interpolate for performance between discrete points

(2)

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

2023 EBITDA AND OPERATING CASH FLOW PERFORMANCE AND PAYOUTS

Our 2023 EBITDA performance was $5,153 million and our operating cash flow performance was $3,966 million. As a result, the payout factor used to calculate the 2023 annual bonus for all participants on the Cummins bonus plan, including each of our Named Executive Officers, was 170% of target.

In calculating the 2023 annual bonus, we made the following exclusions:

•

$2 billion charge related to the agreement to resolve U.S. regulatory claims regarding our emissions certification and compliance process for certain engines primarily used in pick-up truck applications in the U.S.

•

$100 million in costs associated with the separation of the Filtration business through the Atmus transaction

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Long-Term Incentive Compensation

FORM OF LONG-TERM INCENTIVE AWARDS FOR 2023

The Cummins long-term incentive compensation program for 2023 consisted of performance shares and performance cash, weighted 70% and 30%, respectively. We believe that the combination of these long-term incentive vehicles supports our pay-for-performance philosophy, provides appropriate incentives for participants to achieve financial targets, and provides strong linkage between the economic interests of our participants, including our NEOs, and our shareholders.

TARGET GRANT VALUES

The TMCC generally sets the target long-term incentive values for our officers on average at the median of the market. Grant values are set using a market-based economic valuation methodology which converts the targeted value of the grants into a targeted number of performance shares and dollar amount of performance cash. The number of performance shares granted is based on a three-month average daily trading day stock price in the final quarter of our prior fiscal year to mitigate the impact of temporary stock price spikes or drops on the number of shares to be granted.

PERFORMANCE PLAN MEASURES

For the last several years, we have used two metrics for our long-term performance cash and performance shares: Return on Invested Capital (ROIC), which has an 80% weighting, and earnings before interest, taxes, depreciation, and amortization (EBITDA), which has a 20% weighting. The Talent Management and Compensation Committee reaffirmed these metrics were appropriate for the 2023-2025 award cycle as we continued to focus on both growth and delivering strong returns on the capital we invest. Together these metrics strongly correlate with total shareholder return.

ROIC AND EBITDA PERFORMANCE TARGETS FOR THE 2021-2023 AWARD CYCLE

For the 2021-2023 performance cycle, we set a stable ROIC target of 15%, which represents a target that is both above the median of our peer group as well as a challenging goal across the 3-year performance period. We endeavor to maintain a stable target as long as our strategy remains the same in delivering competitive long-term returns. We also established a cumulative 3-year EBITDA goal the Talent Management and Compensation Committee deemed to be challenging, yet realistic, and consistent with our long-term strategy and financial plans.

ROIC for compensation purposes equals:

ROIC = Average Earnings Before Interest Expense and Noncontrolling Interests after taxes for the 3-year performance period ÷ Average Invested Capital for the 3-year performance period

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EBITDA for compensation purposes equals:

EBITDA = Cumulative Earnings Before Interest Expense, Income Taxes, Noncontrolling Interests, Depreciation and Amortization for the 3-year performance period

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

	ROIC Goal (80% Weighting)		ROIC Goal as a % of Target		EBITDA Goal (20% Weighting)(1)		EBITDA Goal as % of Target		ROIC and EBITDA Payouts as % of Target(2)
≥Maximum		19.50%		130%		$12,663		115%		200%
Target		15.00%		100%		$11,011		100%		100%
Threshold		10.50%		70%		$9,359		85%		10%
<Threshold(3)		10.50%		<70%		<$9,359		<85%		0%

(1)

The Committee approved an increase to the EBITDA goal levels to reflect the anticipated impact during the performance cycle of the acquisition of Meritor, which was completed in 2022.

(2)

Interpolate for performance between discrete points

(3)

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

2021-2023 LONG-TERM PERFORMANCE CASH AND PERFORMANCE SHARE PAYOUTS

Based on our actual performance from January 1, 2021 through December 31, 2023, our ROIC was 17.00% and our 3-year Cumulative EBITDA was $12,639 million. As a result, the payout factor used to calculate the awards for all long-term incentive participants under the Cummins plan, including each Named Executive Officer, was 150%. In calculating the 2021-2023 long-term incentive plan performance, we made the following exclusions:

•

$181 million in costs associated with the separation of the Filtration business ($100 million in 2023 and $81 million in 2022)

•

$26 million of net benefit from the Meritor business which includes acquisition and integration costs

•

$111 million 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 other required expenses

ROIC AND EBITDA PERFORMANCE TARGETS FOR THE 2022-2024 AND 2023-2025 AWARD CYCLES

The table below summarizes the ROIC and EBITDA targets for the 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)
≥Maximum		19.50%		130%		$14,124		115%		200%
Target		15.00%		100%		$12,282		100%		100%
Threshold		10.50%		70%		$10,440		85%		10%
<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

The table below summarizes the ROIC and EBITDA targets for the 2023-2025 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)
≥Maximum		19.50%		130%		$15,244		115%		200%
Target		15.00%		100%		$13,256		100%		100%
Threshold		10.50%		70%		$11,268		85%		10%
<Threshold(2)		10.50%		<70%		<$11,268		<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

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One-Time Bonus Award

In 2023, we paid a one-time special cash bonus in the amount of $500,000 to Mr. Boakye pursuant to the terms of his offer letter. The bonus was an important part of a competitive compensation package offered to Mr. Boakye to join our company and was intended to facilitate his participation in the Deposit Share Program, although the offer letter did not require that the bonus be used for that purpose.

The Compensation Decision Process

ROLE OF OUR TALENT MANAGEMENT AND COMPENSATION COMMITTEE

The Talent Management and Compensation Committee reviews and discusses the Board’s evaluation of the Chair 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 Chair and Chief Executive Officer.

ROLE OF OUR CHIEF EXECUTIVE OFFICER

For other executives, including the NEOs, the Chair 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 2023, 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.

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Compensation Decisions Pertaining to our Named Executive Officers

The discussion below outlines each NEO’s responsibilities, performance highlights for 2023, the compensation decisions made, and incentive outcomes for each individual.

The Talent Management and Compensation Committee believes the 2023 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

Chair and Chief Executive Officer

(1)

The salary shown is based on the annual salary rate after giving effect to any salary adjustments for the year.

(2)

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

Ms. Rumsey served as our President and Chief Executive Officer in 2023 and was elected Chairperson of our Board effective August 1, 2023. She has served as President and Chief Executive Officer since August 2022.

At the beginning of 2023, the TMCC increased Ms. Rumsey’s target long-term incentive to better align her with the external market.

Ms. Rumsey’s target total direct compensation in 2023 compared to 2022 is shown in the charts above.

In 2023, Ms. Rumsey:

•

Led the company’s overall operations in delivering $34.1 billion in sales, a 21% increase from 2022 including full year Meritor revenue, 15.3% EBITDA compared to 14.2% in 2022, and record cashflow. Continued to successfully navigate evolving supply chain and inflationary challenges.

•

Played a leadership role in developing and advancing key Cummins strategies including our Destination Zero decarbonization strategy including our investment in fuel agnostic engine platforms, electrolyzers, and key components for ICE and electrified powertrains.

•

Partnered with key OEM and end customers to strengthen relationships and refine our strategies to deliver value and meet their evolving needs.

•

Actively engaged and communicated with employees and in our talent and leadership strategies and programs to inspire, motivate, and develop our employees to reach their potential and deliver our mission, vision, and values.

•

Actively sponsored and engaged in Cummins strategic community initiatives including Cummins Powers Women and Cummins Advocating for Racial Equality (CARE).

•

Transitioned to role as Chair of Cummins’ Board and along with our lead director ensured the collective membership of our Company’s Board is comprised of diversity of experience, tenure, race, and gender.

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Ms. Rumsey’s target compensation compared to her realized compensation for 2023 is shown in the table below:

Pay Component	Target	Performance Factor	Realized	Comments
Salary for 2023	$1,500,000	Not Applicable	$1,500,000	—
Annual Bonus for 2023	$2,625,000	170%	$2,231,250	Our Committee concluded to reduce Ms. Rumsey’s 2023 annual bonus by 50% in light of the Agreement in Principle to resolve certain regulatory civil claims regarding our emissions certification and compliance process for certain engines primarily used in pick-up truck applications. $2,625,000 x 170% x 50%
Performance Cash for 2021-2023 cycle	$690,000	150%	$1,035,000	$690,000 x 150%
Performance Shares for 2021-2023 cycle	7,190	150%	10,785 Performance shares earned for 2021-2023 cycle, valued at $2,583,762	Value reflected $239.57 stock price on December 29, 2023; 7,190 shares x 150% x $239.57 stock price

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Mark Smith

Vice President – Chief Financial Officer

(1)

The salary shown is based on the annual salary rate after giving effect to any salary adjustments for the year.

(2)

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

Mr. Smith served as our Vice President – Chief Financial Officer in 2023. He has held this role since 2019. At the beginning of 2023, the TMCC increased Mr. Smith’s base salary and target annual and long-term incentive awards to better align him with the external market. Mr. Smith’s target total direct compensation in 2023 compared to 2022 is shown in the charts above.

In 2023, Mr. Smith:

•

Collaborated with our global business leaders to deliver record sales of $34.1 billion and operating cash flow of $4.0 billion.

•

Helped repatriate more than $800 million from overseas operations to further strengthen US liquidity.

•

Led the integration of Meritor finance operations realizing cost savings that contributed to improved financial performance.

•

Coordinated global cross-functional work streams that supported the IPO of Atmus Inc as Cummins repositions its portfolio for long-term growth.

•

Ensured the company maintained strong financial controls.

Mr. Smith’s target compensation compared to his realized compensation for 2023 is shown in the table below:

Pay Component	Target	Performance Factor	Realized	Comments
Salary for 2023	$820,000	Not Applicable	$805,000	The realized salary differs from the target amount due to a change in salary that occurred during the year
Annual Bonus for 2023	$820,000	170%	$1,368,500	$805,000 x 170%
Performance Cash for 2021-2023 cycle	$600,000	150%	$900,000	$600,000 x 150%
Performance Shares for 2021-2023 cycle	6,260	150%	9,390 Performance shares earned for 2021-2023 cycle, valued at $2,249,562	Value reflected $239.57 stock price on December 29, 2023; 6,260 shares x 150% x $239.57 stock price

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CUMMINS 2024 PROXY

EXECUTIVE COMPENSATION

Tony Satterthwaite

Senior Vice President

(1)

The salary shown is based on the annual salary rate after giving effect to any salary adjustments for the year.

(2)

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

Mr. Satterthwaite served as our Senior Vice President in 2023. He has held this role since August 2022. At the beginning of 2023, the TMCC determined to maintain Mr. Satterthwaite’s base salary, target annual bonus, and long-term incentive at the levels established in 2022.

Mr. Satterthwaite’s target total direct compensation in 2023 compared to 2022 is shown in the charts above.

In 2023, Mr. Satterthwaite:

•

Served as the interim leader of the Distribution Business segment for four months. Delivered record cash flow and improved inventory metrics.

•

Expanded leadership development programs to over 4,000 employees globally.

•

Supported separation of Atmus business as Board member, serving on the Compensation and Nominating and Governance Committees.

•

Completed three-year SG&A cost reduction program delivering $100M in savings for 2024.

•

Launched prognostics capability to transform customer support and repair efficiency.

•

Further expanded Cummins Water Works engagement globally. Met new 2030 targets in two regions.

Mr. Satterthwaite’s target compensation compared to his realized compensation for 2023 is shown in the table below:

Pay Component	Target	Performance Factor	Realized	Comments
Salary for 2023	$740,000	Not Applicable	$740,000	—
Annual Bonus for 2023	$703,000	170%	$1,195,100	$703,000 x 170%
Performance Cash for 2021-2023 cycle	$690,000	150%	$1,035,000	$690,000 x 150%
Performance Shares for 2021-2023 cycle	7,190	150%	10,785 Performance shares earned for 2021-2023 cycle, valued at $2,583,762	Value reflected $239.57 stock price on December 29, 2023; 7,190 shares x 150% x $239.57 stock price

TABLE OF CONTENTS

EXECUTIVE COMPENSATION

CUMMINS 2024 PROXY

Marvin Boakye

Chief Human Resources Officer

(1)

The salary shown is based on the annual salary rate after giving effect to any salary adjustments for the year.

(2)

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

(3)

The $500,000 one-time bonus payment made to Mr. Boakye as part of his sign-on package is excluded from this chart as it was not part of his target compensation for 2023.

Mr. Boakye served as our Chief Human Resources Officer in 2023. He has held this role since 2022. At the beginning of 2023, the TMCC determined to maintain Mr. Boakye’s base salary, target annual bonus, and long-term incentive at the levels established in 2022. Mr. Boakye’s target total direct compensation in 2023 compared to 2022 is shown in the charts above.

In 2023, Mr. Boakye:

•

Led the initial phase of the HR operating model transformation, including restructuring people and operating structure, streamlining processes, and transitioning to HCM cloud-based technology.

•

Led the initiative to improve workforce planning processes to directly align the talent strategy to the business strategy in the Supply Chain function.

•

Implemented a talent management acquisition supplier change and recruiting technology improvements resulting in improved offer acceptance rates and time to fill.

•

Led initiative to capture employee voices and develop action plan to drive Cummins culture, resulting in a significant improvement in employee participation and employment sentiment versus previous results and industry benchmarks.

•

Led HR initiatives that supported the divestiture of Atmus and the integration of the Meritor and Siemens Commercial Vehicle businesses.

•

Led voluntary employee reduction programs in six countries to reduce cost.

•

Partnered with the CEO and Vice President – Diversity, Equity, Inclusion, and Culture to advance the company’s DEI efforts through the involvement of the Chairman’s Diversity Council.

Mr. Boakye’s target compensation compared to his realized compensation for 2023 is shown in the table below:

Pay Component	Target	Performance Factor	Realized	Comments
Salary for 2023	$625,000	Not Applicable	$625,000	—
Annual Bonus for 2023	$500,000	170%	$850,000	$500,000 x 170%
Performance Cash for 2021-2023 cycle	$500,000	150%	$750,000	$500,000 x 150%
Performance Shares for 2021-2023 cycle	0	0%	$0	—

Mr. Boakye joined Cummins in 2022. As part of his sign-on agreement, he was provided with a performance cash award for the 2021-2023 long-term incentive cycle. No performance shares from the 2021 – 2023 cycle were awarded. A $500,000 one-time bonus payment made to Mr. Boakye as part of his sign-on package is excluded from the table above as it was not part of his target compensation for 2023.

TABLE OF CONTENTS

CUMMINS 2024 PROXY

EXECUTIVE COMPENSATION

Sharon Barner

Vice President – Chief Administrative Officer

(1)

The salary shown is based on the annual salary rate after giving effect to any salary adjustments for the year.

(2)

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

Ms. Barner served as our Vice President – Chief Administrative Officer in 2023. She has held this role since 2021. At the beginning of 2023, the TMCC determined to increase Ms. Barner’s base salary, target annual incentive and target long-term incentive to better align her with the external market.

In 2023, Ms.Barner:

•

Assumed reporting responsibility for the Corporate Responsibility function and co-leadership of the Product Compliance and Regulatory Affairs function.

•

Sponsored the development and staffing of the first ESG strategy function consisting of program development operations and compliance and regulatory affairs; oversaw preparation and filing of the first government required ESG filing in India.

•

Devised service level agreements between corporate functions and business/operating units to better align cost, services, and business priorities.

•

Led the redesign and reorganization of the Ethics, Compliance, Investigations, and Right Environment function to manage improved service levels needed with increased growth.

•

Updated and revamped our global enterprise risk management process to better support management execution and Board oversight.

•

Supported continued business growth by serving as a member of the Meritor management integration team and supporting the separation of our Filtration business.

•

Advanced the company’s leadership development goals by leading the US Global Leadership Program and co-sponsoring the Building Success in You program.

•

Supported the company’s diversity, equity and inclusion efforts through involvement in the CEO Diversity Council; Member of Management Resource Group for Cummins Advocates for Racial Equality (CARE); co-leader of the Executive Sponsorship program; and co-sponsor of the Cummins Black Network.

Ms. Barner’s target compensation compared to her realized compensation for 2023 is shown in the table below:

Pay Component	Target	Performance Factor	Realized	Comments
Salary for 2023	$720,000	Not Applicable	$715,000	The realized salary differs from the target amount due to a change in salary that occurred during the year
Annual Bonus for 2023	$720,000	170%	$1,215,500	$715,000 x 170%
Performance Cash for 2021-2023 cycle	$450,000	150%	$675,000	$450,000 x 150%