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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Soliciting Material under §240.14a-12

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CUMMINS INC.

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Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11

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Letter from our Chair and Chief Executive Officer

To our Cummins shareholders,

As Chair and CEO, I am proud to share how Cummins performed in 2025 and how we are positioning the company for the years ahead. This past year required steady leadership, thoughtful decision-making and a continued focus on what matters most –  delivering innovative and dependable products and services for our customers, continuing to invest in the development of our people and driving sustainable long-term returns for our shareholders. Grounded in our long-standing values, the progress we made reflects both the strength of our multi-solution strategy, the capability of our people, and our ability to adapt and innovate in a changing world.

Executing with purpose in a changing world

For the year, Cummins generated $33.7 billion in revenue and $5.4 billion in EBITDA, representing 16.0 percent of sales. These results reflect the strength of our diversified portfolio across geographies, end markets and technologies, as well as cost discipline and operational efficiency across our businesses. Despite a downcycle in North America truck markets, we achieved record earnings and met our 2030 financial commitments ahead of schedule – an accomplishment that makes me especially proud.

We also delivered strong returns to shareholders. In 2025, we returned $1.1 billion through dividends and increased our common stock dividend for the 16th consecutive year, while continuing to invest in our people, products and long-term growth. Total shareholder return was 49% in 2025, exceeding our custom peer group average of 24% and the S&P 500 return of 18%. Over the three-, five- and ten-year periods, our returns similarly outperformed both our peer group average and the broader U.S. equity market.

Our broad mix of product offerings and global manufacturing and distribution footprint again proved to be a source of strength. Power Systems and Distribution delivered outstanding results in 2025, achieving record revenue and profitability, supported by strong demand for reliable backup power – particularly for data centers.

At the same time, Engine and Components operated through a cyclical downturn in North America medium- and heavy-duty truck markets. While volumes were lower, teams maintained strong cost discipline, product quality and customer support – preserving the durability and performance standards customers associate with Cummins and positioning these businesses to perform as markets recover.

Advancing solutions customers can count on

We continued to invest in products and technologies that help our customers succeed today while preparing for the future. In 2025, we introduced the X10 engine as part of our Cummins HELM™ platforms, simplifying and modernizing our medium- and heavy-duty engine lineup. Alongside the X15 and B Series, the X10 expands customer choice while delivering the durability, efficiency and reliability expected from Cummins.

We also unveiled the B7.2 diesel engine, bringing the latest advancements to one of our most trusted platforms. Designed as a global solution with flexibility across applications, both the X10 and B7.2 will be produced for the North America market at our Rocky Mount Engine Plant in North Carolina (U.S.) – supporting customers while sustaining high-quality manufacturing jobs.

Within Power Systems, we expanded our generator set offerings with the launch of the S17 Centum™, engineered to deliver high power density in a compact footprint for urban and other space-constrained, mission-critical applications. Together, the investments we’ve made across our full Centum lineup and the expanded capacity of our 95-liter platform position us to meet sustained demand for dependable, high-performance backup power across critical markets.

We also strengthened our capabilities in hybrid solutions for mining and rail through the acquisition of First Mode assets and a new collaboration with Komatsu. These actions reflect our belief that the energy transition will take many paths – and that practical, scalable solutions can deliver both economic and environmental benefits.

Disciplined choices in a long-term transition

As the energy transition proves more dynamic, uncertain and divergent across markets than initially expected, our strategy is designed to remain adaptable and resilient. We continue to align our investments with customer readiness and market demand.

In 2025, we took targeted actions within Accelera to curtail future investments in our electrolyzer business and concentrate resources on the opportunities with the strongest long-term potential.

We continue to deploy capital with discipline as customer needs and the pace of technology development evolves across our markets, prioritizing investments that generate strong returns and create durable competitive advantage. While the mix of our investments has shifted over the past five years, our strategy remains unchanged: pursue multiple paths forward by strengthening our core today and advancing low- and zero-emissions solutions when and where our customers are ready.

Throughout the year, Cummins’ employees demonstrated resilience, accountability and care – for our customers, for one another and for the communities where we live and work. Their efforts were recognized through external honors for culture, inclusion, innovation and workplace excellence, affirming the values that guide how we lead and operate.

Looking ahead with confidence

As we enter 2026, visibility is improving in key areas, including regulatory, trade and tariff certainty in North America. While some end markets remain cyclical, we expect conditions in North America truck markets to improve as the year progresses, alongside continued strength in power generation, industrial and aftermarket demand.

Cummins is prepared to build on the momentum of 2025 – continuing to innovate where it matters most, delivering dependable performance for customers and creating long-term value for shareholders.

We look forward to engaging with the investment community at our Analyst Day on May 21 in New York City, where we will share more about our strategy, outlook and how we are positioning Cummins for durable growth and long-term impact.

Thank you for your continued trust and support of Cummins. I am proud of what we accomplished in 2025 and confident in the road ahead.

*

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

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DATE May 12, 2026 TIME 11:00 a.m. Eastern Time RECORD DATE March 16, 2026 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

This proxy statement contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, including statements regarding our forecasts, guidance, preliminary results, expectations, hopes, beliefs and intentions on strategies regarding the future. These forward-looking statements include, without limitation, statements relating to our plans and expectations for our revenues and EBITDA. Our actual future results could differ materially from those projected in such forward-looking statements because of a number of factors, including, but not limited to: any adverse consequences resulting from entering into agreements with the U.S. Environmental Protection Agency, California Air Resources Board, the Environmental and Natural Resources Division of the U.S. Department of Justice and the California Attorney General’s Office to resolve certain regulatory civil claims regarding our emissions certification and compliance process for certain engines primarily used in pick-up truck applications in the U.S., which became final and effective in April 2024, 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; any adverse consequences from changes in tariffs and other trade disruptions; changes in international, national and regional trade laws, regulations and policies; emissions deregulation; changes in taxation; global legal and ethical compliance costs and risks; future bans or limitations on the use of diesel-powered products; 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 or not successfully developing new technologies and products to effectively address the energy transition; 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, divestitures or exiting the production of certain product lines or product categories and related uncertainties of such decisions; 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; the use of artificial intelligence in our business and in our products, services and features, and challenges with properly managing its use; political, economic and other risks from operations among, between and within 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 sustainability expectations or standards, or achieve our sustainability 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 2025 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 https://www.sec.gov or at https://www.cummins.com in the Investor Relations section of our website.

About Cummins Inc.

Cummins Inc., a global power leader, is committed to powering a more prosperous world. Since 1919, we have delivered innovative solutions that move people, goods and economies forward. Our five business segments – Engine, Components, Distribution, Power Systems and Accelera™ by Cummins – offer a broad portfolio, including advanced diesel, electric and hybrid powertrains; integrated power generation systems; critical components such as aftertreatment, turbochargers, fuel systems, controls, transmissions, axles and brakes; and zero-emissions technologies like battery and electric powertrain systems. With a global footprint, deep technical expertise and an extensive service network, we deliver dependable, cutting-edge solutions tailored to our customers’ needs, supporting them through the energy transition with our Destination Zero strategy. We create value for customers, investors and employees and strengthen communities through our corporate responsibility global priorities: education, equity and environment. Headquartered in Columbus, Indiana, Cummins employs approximately 67,400 people worldwide and earned $2.8 billion on $33.7 billion in sales in 2025. Learn more at www.cummins.com

PROXY STATEMENT FOR 2026
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 2026 Annual Meeting of Shareholders to be held on Tuesday, May 12, 2026, 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 2, 2026.

Holders of our Common Stock of record at the close of business on March 16, 2026, are entitled to vote at the Annual Meeting. On that date there were issued and outstanding 138,257,420 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 Corporate 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 RSPs 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 RSPs participants may attend the Annual Meeting virtually but cannot vote the shares in their Cummins RSPs 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/CMI2026. 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 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/CMI2026 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/CMI2026 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/CMI2026 beginning at 10:45 a.m. Eastern Time on May 12, 2026, through the conclusion of the Annual Meeting.

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 entire proxy statement before you vote. This proxy statement is being made available to shareholders on or about April 2, 2026.

 Chair      Member

Our 2025 Performance

In 2025, our revenues were $33.7 billion, down slightly from the prior year. Sales in North America decreased 3 percent and international revenues increased 2 percent compared to 2024. 2025 marked a historic year for Cummins as we delivered strong financial and operational results amid persistent market uncertainty and weakness in our North America heavy-duty and medium- duty truck markets. Our Distribution and Power Systems segments achieved record full-year sales and EBITDA as a result of disciplined execution and robust demand for data center backup power. Effective cost management and our diversified portfolio allowed us to deliver strong results and raise performance cycle over cycle despite a challenging market environment.

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

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Composition of the Board

BOARD INDEPENDENCE AND COMPOSITION

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. 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 make 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.

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.

2026 Recognition Highlights

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

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 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 paid within a competitive range around 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 with an emphasis on long-term compensation, where appropriate.

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 achievement 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.

EXECUTIVE COMPENSATION ELEMENTS

In addition to the core compensation elements described above, in 2025, we approved a special equity award consisting of performance-based restricted stock units to one of our Named Executive Officers. This award is described below under “Special Equity Awards.”

TARGET COMPENSATION MIX

We believe a significant amount of compensation for our most senior executives should be incentive-based and therefore at risk.

TARGET TOTAL DIRECT COMPENSATION MIX*  —  FISCAL YEAR 2025

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Target direct compensation consists of salary, target annual bonus and the target value of performance shares and performance cash awards granted in 2025. It does not include the value of the special equity awards consisting of performance‑based restricted stock units approved for certain of our Named Executive Officers in 2024 and 2025 as described below under “Special Equity Awards.”

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CORPORATE
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, Safety, Environment and Technology, 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 Corporate Secretary.

Corporate Governance Overview

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 based upon 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 2020, we have added seven new directors to our Board. Our director nominees represent different perspectives.

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 Board reviews committee assignments annually. 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.

Trading in Cummins Securities Policy

Our Trading in Cummins Securities Policy governs the purchase, sale and other disposition of company securities by the company and our directors, officers and employees. We believe our Trading in Cummins Securities Policy is reasonably designed to

promote compliance with insider trading laws, rules and regulations and the listing standards of the NYSE. A copy of our Trading in Cummins Securities Policy was filed as Exhibit 19 to our Annual Report on Form 10-K for the fiscal year ended December 31, 2025.

Importance of Diversity

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We believe our business performance is stronger when our management team and Board bring different backgrounds, experiences and perspectives.

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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 sustainability issues. In addition, our Executive Director – Investor Relations and our Chief Administrative Officer and Corporate Secretary held discussions in 2025 with several top investors to capture their input on governance matters and practices, including our 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

Sustainability is not new to Cummins. For several decades sustainability, including our efforts related to environmental, social and governance issues, have been critical elements of our long-term business and growth strategies. Since the 1970s, Cummins has focused on producing engines that reduced the environmental impact, supported healthier communities, and embraced diversity and inclusion among our values. Led by the support and oversight of our Board, we continue our focus on sustainability to drive innovation and growth. 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 our sustainability strategy and progress regularly with the full Board. The company’s Executive Director, Global Risk, is accountable for executing our strategic direction for sustainability 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:

Because of our successful execution of our business strategies in 2025, Cummins received multiple awards and recognition including maintaining our ESG rating at AAA, the highest rating possible, by Morgan Stanley Capital International (MSCI). The rating accompanied other strong listings including placing on the Dow Jones Best-in-Class North America Composite Index and the JUST 100 Index, JUST Capital’s ranking of America’s Most JUST Companies where Cummins achieved Industry Leader status.

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.

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.

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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 ensure 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 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 in the oversight of our material enterprise-related risks on an ongoing basis. 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 Executive Vice President and President – Operations, Vice President – Chief Financial Officer, Vice President – Chief Administrative Officer and Corporate Secretary, Vice President – Corporate Strategy and Vice President – Chief Legal 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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A cybersecurity dashboard to track key metrics of the information security/cybersecurity program,

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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.

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Additionally, the Board and its committees provide oversight of the company’s sustainability 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 our sustainability 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 5 meetings during 2025. 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:

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Mr. Bernhard will retire from the Board effective at the conclusion of the Annual Meeting.

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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 2025.

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 Corporate 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 Corporate 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 the company 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 3, 2025, 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 2027 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.

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 Corporate Secretary, 301 East Market Street, Indianapolis, Indiana 46204. All such communications will be reviewed by the Corporate 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 Corporate Secretary or her or his designee.

Our Corporate 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 of the director nominees standing for election at our 2025 Annual Meeting of Shareholders were present at the virtual meeting. We currently expect all director nominees to be present virtually at the 2026 Annual Meeting.

ELECTION
OF DIRECTORS

(Items 1 through 11 on the Proxy Card)

General

With the exception of Robert J. Bernhard, all of our current directors are nominated for reelection at the Annual Meeting to hold office until our 2027 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 nominee Matthew Tsien, 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.

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

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.

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 with the continued focus by management and the Committee to successfully navigate a complex market and leverage our diversified portfolio of businesses in 2025 for the benefit of our shareholders and other stakeholders.

Cummins demonstrated remarkable resilience in a shifting global landscape, including a downturn in our business cycle and changes in U.S. government policies. Under the leadership of our Chair and CEO, Jennifer Rumsey, we took advantage of surging demand for data center and mission-critical power solutions, and achieved strong financial results, highlighted by strong profitability and cash flow.

Reflecting on the past year, our compensation philosophy and programs have served us well. Our current compensation program is straightforward, links to shareholder value through financial measures, and provides participants with line-of-sight as to how they can impact performance outcomes. In the wake of changing market demands, the TMCC decided to further simplify our compensation arrangements by incorporating our Accelera participants into our core Cummins incentive plans, rather than having separate Accelera measures for 2026.

The Committee also continues to actively monitor and assess our workforce wellbeing, talent management, succession planning, climate stewardship, and the extent to which Cummins’ values of integrity, diversity and inclusion, caring, excellence, and teamwork are upheld for the long-term health and sustainability of the enterprise. We are extremely pleased with how our values continue to underpin, support, and guide everything we do.

All TMCC members remain positive about Cummins’ outlook, and we appreciate your continued support.

Executive Summary

Cummins operates with a strong pay for performance and team-oriented philosophy and continued to do so in 2025. 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 2025 PERFORMANCE HIGHLIGHTS

*

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

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In 2025, our revenues were $33.7 billion, down slightly from the prior year. Sales in North America decreased 3 percent and international revenues increased 2 percent compared to 2024. 2025 marked a historic year for Cummins as we delivered strong financial and operational results amid persistent market uncertainty and weakness in our North America heavy-duty and medium-duty truck markets. Our Distribution and Power Systems segments achieved record full-year sales and EBITDA as a result of disciplined execution and robust demand for data center backup power. Effective cost management and our diversified portfolio allowed us to deliver strong results and raise performance cycle over cycle despite a challenging market environment.

In the second half of 2025, we recorded charges of $458 million related to the electrolyzer business within the Accelera segment, of which $415 million were non-cash. The charges reflect actions taken as part of a strategic review initiated in response to shifts in hydrogen adoption expectations. These decisions were aimed at streamlining operations and reducing ongoing costs in light of the weaker outlook for demand.

Earnings per diluted share (EPS) were $20.50, compared to $28.37 in 2024. Adjusted EPS was $23.78 in 2025, an increase from $21.37 in 2024. 2025 adjusted EPS excludes the charges related to the electrolyzer business within Accelera ($3.28 per diluted share). 2024 adjusted EPS excludes the net benefit associated with the divestiture of Atmus ($9.28 per diluted share), cost related to the Accelera reorganization ($2.12 per diluted share), and cost related to restructuring expenses ($0.16 per diluted share).

In 2025, we made significant progress in advancing key strategic priorities while continuing to deliver innovative technologies for our customers. In our Engine segment, Cummins introduced the much-anticipated B7.2 and X10 engines as part of our Cummins HELM™ fuel-agnostic engine platforms, delivering a new level of performance, durability and efficiency for heavy and medium-duty customers. In our Power Systems segment, we continued to advance hybrid solutions for mining customers through two significant actions this year. In February, we announced the acquisition of assets of First Mode, a leader in retrofit hybrid solutions

for mining and rail operations, to significantly reduce the total cost of ownership and advance decarbonization in operations for our customers. Additionally, we announced a collaboration with Komatsu to develop hybrid powertrains for surface hauling mining equipment. Also within our Power Systems segment, Cummins launched the 17 liter Centum™ Series engine platform generator, producing up to 1 megawatt of power within a compact footprint to meet the growing demand of power in urban environments. We look forward to building upon this progress in 2026 as we continue to invest in future growth, deliver for our customers, and generate 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. Highlights of our 2025 compensation programs included:

HOW DID OUR TALENT STRATEGIES AND ACTIONS SUPPORT OUR PERFORMANCE?

We employ approximately 67,400 people operating in 54 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

Diversity, Equity, Inclusion and Culture (DEIC) Governance

At Cummins, every employee shares responsibility for advancing inclusion by valuing diverse perspectives and cultures, fueling innovation and strengthening our position as a global leader. Our success is rooted in a strong work ethic, core values and mutual respect among employees. Through robust, multifaceted training and intentional talent practices, we empower employees to grow, develop in their careers and reach their full potential. We remain committed to hiring the right people with the right skills for the right roles. Cummins firmly believes that diversity of thought, experience and background leads to better decisions, greater innovation and stronger business performance.

Cummins manages diversity, equity, inclusion and culture (“DEIC”) as an enterprise operating capability that supports long-term value creation, talent continuity, and effective risk management. The Company’s approach reflects governance discipline, leadership accountability, and consistent execution, aligned with its Human Capital Management strategy and fiduciary responsibilities to shareholders.

Board Oversight

The Board oversees DEIC as part of its broader governance of human capital, culture, and enterprise risk. Through regular engagement with management, the Board reviews workforce and leadership trends, succession-related information, and culture-related considerations relevant to the Company’s ability to execute business strategy and sustain performance over time. DEIC considerations are integrated into Board oversight of leadership development, compliance, and organizational health, reinforcing accountability at the highest level.

Management Accountability and Operating Model

Management is responsible for embedding DEIC into core people and leadership systems rather than administering it as a standalone program. This includes integration across talent acquisition, development, and leadership capability building. Inclusive leadership behaviors are established through Values Difference, an enterprise competency applicable to all employees that defines clear expectations for inclusive behaviors across the organization. Higher proficiency levels are defined for leaders, reflecting the role of inclusive leadership in effective people management and execution, and are reinforced through enterprise-wide learning and capability development.

Talent, Succession, and Business Continuity

Cummins’ DEIC practices are designed to support leadership continuity by strengthening access to development opportunities for all employees and building depth across the talent pipeline. Global leadership and manager development initiatives, skills-building programs, and career mobility practices are aligned with long-term workforce planning and succession processes. These efforts are managed alongside the Company’s broader talent and leadership processes and contribute to consistency and resilience across the organization.

Measurement, Controls, and Risk Management

The Company applies discipline in managing DEIC through workforce and leadership information that is monitored over time and considered as part of management and Board oversight. These inputs are reviewed in the context of talent outcomes, leadership effectiveness, and enterprise risk. DEIC-related practices operate within the Company’s broader policy and compliance framework applicable to its global operations.

Consistency and Long-Term Orientation

Cummins’ approach to DEIC emphasizes continuity, legal compliance, durability, and year-over-year consistency. The Company has maintained a sustained focus on inclusive leadership, accessibility, and workforce representativeness, refining its systems as business and regulatory environments evolve.

At Cummins, providing meaningful and equitable health, wellness and compensation programs is at the center of our Total Rewards strategy. In 2025, we:

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Advanced our global Total Rewards modernization initiative, completing extensive employee preference research and market benchmarking to inform a redesigned Total Rewards framework aligned with employee needs and competitive market practices

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Marked the fifth year of our global “It’s Okay” wellbeing program, a multi-pillar initiative supporting mental, financial, physical, and social health. We expanded the program’s focus on financial wellness through the launch of a financial wellness education portal and enhanced learning resources, reinforcing our commitment to holistic employee wellbeing

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•

Expanded our Total Rewards education platform through the introduction of a real-time Total Rewards dashboard, providing employees with transparent, consolidated visibility into the value of their compensation, benefits, and rewards programs

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

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Expanded our health and wellness programming at the regional and local level through our onsite medical clinics with a primary focus on positive lifestyle behaviors for whole-person health, achieving improved member health metrics at many of our locations

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Integrated our onsite medical teams in our disability and neurodiversity inclusion and support programs

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Drove increased support and expertise for keeping our employees safe and well in the workplace by establishing a first of its kind remote Occupational Health training program for our onsite medical clinic physicians

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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 with the tools needed to advance their personal growth as well as their contribution to the sustainable growth of our enterprise.

Cummins’ leadership programs are designed to provide impactful learning experiences that reflect our three core beliefs:

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Leaders need to build business acumen and emotional intelligence

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A leader’s development starts with individual development and then moves to team development

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Leaders have a responsibility to teach and coach others

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Leadership development programs offer foundational knowledge and practical skills that leaders can apply every day. Each program starts by focusing on self-awareness. When leaders understand their own strengths and weaknesses, they can become more effective at inspiring and leading others. Self-aware leaders are more emotionally intelligent, allowing them to develop positive relationships with their team members and build trust, foster collaboration and lean into constructive conflict. These leaders create an inclusive environment where feedback can be shared and received openly and where individuals feel seen, heard and valued.

By the end of 2026, we expect that more than 10,000 leaders will have completed Cummins’ foundational leadership development program which is focused on building self-awareness and core leadership behaviors to sustain the leadership culture and inspire all employees to reach their full potential.

Cummins has created a strong work environment in which people can enter the organization at any stage of 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 provides 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.

Cummins has designed leadership and talent programs for employees ranging from the manufacturing floor and technicians through middle management and executives. Cummins offers experiential learning, formal training, and coaching and mentoring by our business leaders to support continuous learning on the job. All employees can benefit from Cummins’ talent management system, which allows them to clearly document their work goals, development goals and career statements, as well as the opportunity to give and receive stakeholder feedback. Employees have available tools and resources to complete competency assessments to identify skill gaps as well as their strengths. Armed with a knowledge of their strengths and growth areas, our people can partner with their managers to develop Individual Development Plans to chart their own unique career paths at the company.

HOW DID WE ALIGN EXECUTIVE PAY AND PERFORMANCE?

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 as well as 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.

Named Executive Officers (“NEOs”)

Advisory Shareholder Say-on-Pay Vote

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 2025 were:

In addition to the core compensation elements described above, in 2025, we approved a special equity award consisting of performance-based restricted stock units to one of our Named Executive Officers, as described below under “Special Equity Awards.”

We believe a significant amount of compensation for our most senior executives should be incentive-based and therefore at risk. In 2025, performance-linked components (annual bonus and long-term incentive compensation excluding special equity awards described below under “Special Equity Awards”) were 90% of the CEO’s target total direct compensation opportunity and 81% 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 2025

*

Target direct compensation consists of salary, target annual bonus and the target value of performance shares and performance cash awards granted in 2025. It does not include the value of the special equity awards consisting of performance-based restricted stock units approved for certain of our Named Executive Officers in 2024 and 2025 as described below under “Special Equity Awards.”

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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 paying within a competitive range centered around the median of the market for total direct compensation as well as its components, including salary, bonus targets, and long-term incentive target values for performance shares and performance cash. We consider target compensation to be market competitive if it is within +/-10% of the median level indicated by the benchmarking data.

For making 2025 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 2024 for making 2025 pay decisions, was made up of the thirteen public companies listed below. All companies fell into at least one of the following categories:

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

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

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key suppliers of related products; and

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

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

No changes were made to the peer group identified in 2024 for making 2025 pay decisions compared to the peer group identified in 2023 for making 2024 pay decisions.

Executive Compensation Best Practices

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

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:

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Pay strategy and positioning;

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

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

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Stock ownership guidelines;

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Executive perquisites, including personal use of company aircraft; and

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

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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 paying within a competitive range centered around the market median. The “payout factor” is determined based on Cummins’ actual financial performance against its annual goals or, in the case of the Hybrid Corporate/Accelera bonus plan, a combination of Cummins’ financial performance and Accelera’s performance.

For the 2025 annual bonuses, our TMCC also reserved the ability to reduce the bonuses otherwise earned by our Named Executive Officers by up to 15% if satisfactory progress had not been made in complying with the settlement agreements we had reached in December 2023 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 (the “Settlement Agreements”).

2025 ANNUAL BONUS PERFORMANCE MEASURES FOR THE CORPORATE PLAN

For the 2025 Cummins annual bonus plan, consistent with 2024, we decided to use EBITDA, weighted at 70%, and Operating Cash Flow, weighted at 30%, as the performance measures. We believe these measures are 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.

EBITDA for compensation purposes equals:

Operating Cash Flow for compensation purposes equals:

2025 EBITDA AND OPERATING CASH FLOW PERFORMANCE TARGETS FOR THE CORPORATE PLAN

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 2025 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 2025 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 2025 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.

2025 EBITDA AND OPERATING CASH FLOW PERFORMANCE AND PAYOUTS FOR THE CORPORATE PLAN

Our 2025 adjusted EBITDA performance was $5,797 million and our adjusted operating cash flow performance was $3,666 million. As a result, the payout factor used to calculate the 2025 annual bonus for all participants on the Cummins bonus plan, including each of our Named Executive Officers other than Ms. Davis, was 90% of target. Our TMCC determined that no reduction was required in the bonuses otherwise earned based on the level of progress in our compliance with the Settlement Agreements.

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(1)

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

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(2)

Interpolate for performance between discrete points

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In calculating the 2025 annual bonus, we made the following exclusions:

EBITDA Exclusions:

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$412 million of net costs related to one-time items not anticipated at the time performance targets were initially established, consisting of $458 million of costs related to charges in the Accelera segment that were partially offset by unanticipated one-time benefits

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Operating Cash Flow Exclusions:

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$45 million of net cash outflows related to one-time items not anticipated at the time performance targets were initially established, consisting of (1) tariff costs incurred but not yet recovered, (2) costs related to Accelera actions and (3) benefits from lower cash tax payments as a result of the One Big Beautiful Bill Act

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2025 ANNUAL BONUS PERFORMANCE MEASURES FOR THE HYBRID CORPORATE/ACCELERA PLAN

For the 2025 Hybrid Corporate/Accelera annual bonus plan, in which Ms. Davis participated, we decided to use EBITDA, weighted at 35%, Operating Cash Flow, weighted at 15%, Accelera Revenue, weighted at 20%, and performance as measured by an Accelera Strategic Scorecard, weighted at 30%. In approving those measures, the TMCC believed that the plan was aligned with our strategy for Accelera at the time, ensuring a balanced focus on profitable growth across the company while providing incentives specific to the Accelera participants’ business strategies and strong line of sight to goals and linkage of pay and performance. We also believed that maintaining an equal weighting between Cummins and Accelera would help to ensure Ms. Davis’ incentives were linked appropriately to the results of both the entire enterprise and Accelera given her responsibilities, which span across multiple segments within the company.

EBITDA and Operating Cash Flow were the same under the Accelera plan as for the corporate plan. Accelera Revenue for compensation purposes was defined as revenue calculated in accordance with generally accepted accounting principles (GAAP), although we retained the discretion to adjust the calculation as described below. The components of the Accelera Strategic Scorecard are described below.

2025 EBITDA, OPERATING CASH FLOW, ACCELERA REVENUE AND ACCELERA STRATEGIC SCORECARD PERFORMANCE TARGETS FOR THE HYBRID CORPORATE/ACCELERA PLAN

Setting the targets with the appropriate level of difficulty underscores the importance of achieving or exceeding our AOP performance commitment. This approach requires increasingly difficult targets during economic upturns and realistic goals during cyclical downturns. The 2025 EBITDA, Operating Cash Flow, Accelera Revenue and Accelera Strategic Scorecard goals were set with this philosophy in mind.

Target EBITDA, Operating Cash Flow and Accelera Revenue 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 2025 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 2025 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.

Target Accelera Revenue (a 100% payout factor) was the amount required to achieve our AOP. As shown below, the possible payout factors for 2025 ranged from 10% for threshold performance (80% of target Accelera Revenue) to a maximum of 200% for superior performance (120% of target Accelera Revenue or better). The payout factor changed in increments of 10% for results that fell between threshold and target, or between target and maximum.

The Accelera Strategic Scorecard consisted of five strategic measures relating to financial performance, order volume, progress in development milestones, key market position, and cost reduction. The level of payout earned, between 10% for threshold performance and 200% for maximum performance, would be determined by the Talent Management and Compensation Committee in its discretion based on its evaluation of Accelera’s performance according to such strategic measures.

2025 EBITDA, OPERATING CASH FLOW, ACCELERA REVENUE AND ACCELERA STRATEGIC SCORECARD PERFORMANCE AND PAYOUTS FOR THE HYBRID CORPORATE/ACCELERA PLAN

Our 2025 adjusted EBITDA performance was $5,797 million, our adjusted operating cash flow performance was $3,666 million, Accelera Revenue performance was $460 million and performance against the Accelera Strategic Scorecard was 80%, which led to a payout factor under the Hybrid Corporate/Accelera Plan based on performance for Ms. Davis of 80% of target. However, our TMCC determined that an adjusted payout factor would more accurately reflect actual performance by Ms. Davis and Accelera for the year in light of certain developments outside of our control, including:

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Lower market adoption rates leading to material volume changes from customers

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In total, we estimate that this factor outside of our control adversely impacted our revenue performance by $45 million in 2025. Based on this factor, the TMCC approved a bonus for Ms. Davis equal to 90% of the target.

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(1)

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

​

(2)

Interpolate for performance between discrete points

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In addition, in calculating the 2025 annual bonus under the Hybrid Corporate/Accelera Plan, we made the following exclusions:

EBITDA Exclusions:

•

$412 million of net costs related to one-time items not anticipated at the time performance targets were initially established, consisting of $458 million of costs related to charges in the Accelera segment that were partially offset by unanticipated one-time benefits

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Operating Cash Flow Exclusions:

•

$45 million of net cash outflows related to one-time items not anticipated at the time performance targets were initially established, consisting of (1) tariff costs incurred but not yet recovered, (2) costs related to Accelera actions and (3) benefits from lower cash tax payments as a result of the One Big Beautiful Bill Act

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Long-Term Incentive Compensation

TARGET GRANT VALUES

The TMCC generally sets the target long-term incentive values for our officers on average paying within a competitive range centered around 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 EBITDA, which has a 20% weighting. The Committee reaffirmed these metrics were appropriate for the 2025-2027 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. In a change from 2024, we did not use a separate Hybrid Corporate/Accelera program for the 2025-2027 award cycle, electing instead to realign all participants to a single set of performance measures to enhance our “one Cummins” alignment and the predictability of applicable performance goals.

We did, however, use a separate Hybrid Corporate/Accelera program in which Ms. Davis participated for the 2023-2025 and 2024-2026 award cycles. The Committee determined that the performance metrics for the Hybrid Corporate/Accelera program 2023-2025 award cycle would be Cummins ROIC, which had a 30% weighting and Accelera three-year cumulative revenue, which had a 70% weighting. Cummins ROIC was the same under the Hybrid Corporate/Accelera program as under the corporate plan. Accelera revenue for this purpose was defined as revenue calculated in accordance with GAAP, although we retained the discretion to adjust the calculation as described below. The Committee determined these performance metrics were appropriate because it believed these measures were aligned with our strategy for Accelera, ensuring a balanced focus on profitable growth across the company while providing incentives specific to the Accelera participants’ business strategies and strong line of sight to goals and linkage of pay and performance.

The performance metrics and weightings for our long-term performance cash and performance shares for the 2025-2027 award cycle are as follows:

ROIC AND EBITDA PERFORMANCE TARGETS FOR THE 2023-2025 AWARD CYCLE

For the 2023-2025 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:

EBITDA for compensation purposes equals:

The table below summarizes the ROIC and EBITDA targets for the 2023-2025 award cycle.

2023-2025 LONG-TERM PERFORMANCE CASH AND PERFORMANCE SHARE PAYOUTS

Based on our actual performance from January 1, 2023 through December 31, 2025, our adjusted ROIC was 17.45% and our 3-year Cumulative adjusted EBITDA was $15,908 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 other than Ms. Davis, was 160%.

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(1)

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

​

(2)

Interpolate for performance between discrete points

​

In calculating the 2023-2025 long-term incentive plan performance, we made the following exclusions:

•

$1.372 billion of net benefit related to the divestiture of Atmus (including operating results) for 2024, $254 million of net benefit related to the divestiture of Atmus (including operating results) for 2023, and also excluded is $600 million of debt assumed on behalf of Atmus in 2023

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•

$2.036 billion charge relating to payments required for the settlement of 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. in 2023

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•

$458 million of costs related to the restructuring, impairment, and other charges in the Accelera segment in 2025 and $312 million of costs related to the Accelera reorganization in 2024

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•

$3.295 billion of debt assumed for the acquisition of Meritor in 2022 and $129 million related to the 2017 Tax Cuts and Jobs Act tax legislation

​

For the Hybrid Corporate/Accelera program in which Ms. Davis participated, based on our actual performance from January 1, 2023 through December 31, 2025, our adjusted ROIC was 17.45% compared to the same performance goals, and reflecting the same exclusions, as under the Cummins plan. In addition, actual Accelera revenue was $1,228 million compared to the performance threshold, target and maximum of $1,200 million, $1,500 million and $1,800 million, respectively. As a result, the payout factor used to calculate the awards for all long-term incentive participants under the Hybrid Corporate/Accelera program, including Ms. Davis, was 50% of target.

However, our TMCC determined that an adjusted payout factor would more accurately reflect actual performance by Ms. Davis and Accelera during the plan cycle in light of certain developments outside of our control, including:

•

Significantly lower market adoption rates relative to the plan’s cumulative revenue target driven primarily by changes in government incentives and other market factors

​

In total, we estimate that these factors outside of our control adversely impacted our revenue performance by $273 million in 2023-2025 performance cycle. Based on these factors, the TMCC approved a performance share payout for Ms. Davis equal to 110% of the target.

Participants in the Hybrid Corporate/Accelera program also received a portion of their long-term incentive compensation for the 2023-2025 cycle in the form of grants of restricted stock units that were subject to vesting over time. The restricted stock units (30% of the award’s target value) were used instead of performance cash.

In calculating the 2023-2025 Hybrid Corporate/Accelera long-term incentive plan performance, we made the following exclusions:

•

$1.372 billion of net benefit related to the divestiture of Atmus (including operating results) for 2024, $254 million of net benefit related to the divestiture of Atmus (including operating results) for 2023, as well as $600 million of debt assumed on behalf of Atmus in 2023

​

•

$2.036 billion charge relating to payments required for the settlement of 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. in 2023

​

•

$458 million of costs related to the restructuring, impairment, and other charges in the Accelera segment in 2025 and $312 million of costs related to the Accelera reorganization in 2024

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•

$3.295 billion of debt assumed for the acquisition of Meritor in 2022 and $129 million related to the 2017 Tax Cuts and Jobs Act tax legislation

​

ROIC AND EBITDA PERFORMANCE TARGETS FOR THE 2024-2026 AND 2025-2027 AWARD CYCLES

The tables below summarize the ROIC and EBITDA targets for the 2024-2026 and 2025-2027 award cycles. Each of our Named Executive Officers had 2024-2026 and 2025-2027 long-term incentive performance cash and performance share awards subject to the performance goals summarized in the table below other than Ms. Davis, whose 2024-2026 performance cash and performance shares had performance goals relating to the Accelera segment.

2024-2026 CORPORATE PLAN

​

(1)

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

​

(2)

Interpolate for performance between discrete points

​

2025-2027 CORPORATE PLAN

​

(1)

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

​

(2)

Interpolate for performance between discrete points

​

Special Equity Awards

In 2024 and 2025, we approved special equity awards consisting of performance-based restricted stock units for certain of our Named Executive Officers. The TMCC approved the awards and set the amounts at a level that it believed would provide a strong retention and performance incentive for overseeing critical strategic initiatives. The grants approved for our Named Executive Officers are shown in the table below.

The awards were or will be granted in multiple installments, with a grant occurring in each of the years indicated in the above table. The vesting of each year’s grant also was or will be contingent on meeting key milestones to be established for the year by the CEO, subject to approval by the Talent Management and Compensation Committee, and on continuous employment for a one-year vesting period (subject to limited exceptions).

For Ms. Fetch, the key milestones for the first year’s grant in 2025 related to achieving certain safety targets and making progress on strategic objectives relating to business operations, processes and value delivery. In the fourth quarter of 2025, our CEO recommended to the TMCC, and the TMCC approved, a determination that the key milestones had been satisfied for 2025, meaning that Ms. Fetch earned the 2025 grant of performance-based restricted stock units in full on February 19, 2026, when she satisfied the one-year vesting requirement.

For Ms. Davis, the key milestones for the second year’s grant in 2025 related to achieving financial objectives for our Accelera and Components segments, achieving certain safety targets, managing changes and risks and growth initiatives and enhancing teamwork and collaboration. In the fourth quarter of 2025, our CEO recommended to the TMCC, and the TMCC approved, a determination that the key milestones had been satisfied for 2025, meaning that Ms. Davis earned the 2025 grant of performance-based restricted stock units in full on February 19, 2026, when she satisfied the one-year vesting requirement.

For Ms. Bush, the key milestones for the second year’s grant in 2025 related to achieving certain safety targets and cost savings objectives and developing strategy, completing assessments and demonstrating progress in key operational areas. In the fourth quarter of 2025, our CEO recommended to the TMCC, and the TMCC approved, a determination that the key milestones had been satisfied for 2025, meaning that Ms. Bush earned the 2025 grant of performance-based restricted stock units in full on February 19, 2026, when she satisfied the one-year vesting requirement.

The 2025 performance-based restricted stock units were deemed granted on the date on which performance was determined in the fourth quarter of 2025, and accordingly the grant values are reflected in the Summary Compensation Table based on the value of our stock on such date.

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, as advised by Farient’s analysis, 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 2025, the Talent Management and Compensation Committee engaged 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.

Compensation Decisions Pertaining to our Named Executive Officers

The discussion below outlines each NEO’s responsibilities, performance highlights for 2025, the compensation decisions made, and incentive outcomes.

The Talent Management and Compensation Committee believes the 2025 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.

Ms. Rumsey served as Chairperson of our Board and Chief Executive Officer in 2025. She has served as Chairperson of our Board since August 2023 and as Chief Executive Officer since August 2022.

At the beginning of 2025, the TMCC increased Ms. Rumsey’s base salary and target long-term incentive to better align her compensation with the external market. We did not increase her target bonus as a percentage of base salary, but the dollar amount increased due to the increase in her base salary.

Ms. Rumsey’s target total direct compensation in 2025 compared to 2024 is shown in the charts above.

In 2025, Ms. Rumsey:

•

Led the company’s overall operations in delivering strong sales of $34 billion, record adjusted EBITDA of $5.8 billion, and adjusted EPS of $23.78. Navigated a downturn in on-highway markets in North America and strong demand in power generation resulting in record performance in our Power Systems and Distribution segments

​

•

Played a leadership role in advancing Cummins strategy and progress towards our long-term financial goals

​

•

Delivered top quartile total shareholder return compared to our custom peer group and outpaced broader U.S. equity markets

​

•

Actively engaged with our shareholders to communicate our strategy and results

​

•

Coordinated our focus and engagement to enable us to monitor and effectively respond to the impact of changing U.S. and global trade and other policies

​

•

Partnered with key OEM and end customers to strengthen relations to deliver value and meet their evolving leaders

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•

Actively engaged and communicated with employees globally and engaged 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

​

•

Led the Cummins’ Board of Directors in partnership with our lead director to ensure an effective Board of Directors and corporate governance

​

Ms. Rumsey’s target compensation compared to her realized compensation for 2025 is shown in the table below:

Mr. Smith served as our Vice President – Chief Financial Officer in 2025. He has held this role since 2019. At the beginning of 2025, the TMCC increased Mr. Smith’s base salary, target bonus, and target long-term incentive awards to better align him with the external market. Mr. Smith’s target total direct compensation in 2025 compared to 2024 is shown in the charts above.

In 2025, Mr. Smith:

•

Along with all leaders of the Company, delivered record adjusted EBITDA of $5.8 billion and adjusted EPS of $23.78 despite a downturn in our core on-highway markets in North America

​

•

Helped repatriate $1.3 billion of cash from overseas to reinforce our U.S. liquidity

​

•

Maintained strong credit ratings with Moody’s Investor Services and Standard & Poor’s Rating Services

​

•

Ensured the company maintained strong controls over its assets and financial reporting

​

•

Co-led multiple leadership development programs for our emerging global leaders

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Mr. Smith’s target compensation compared to his realized compensation for 2025 is shown in the table below: