Definitive proxy statements

Pay vs Performance Disclosure

v3.23.1
Pay vs Performance Disclosure
pure in Millions
12 Months Ended
Dec. 31, 2022
USD ($)
Dec. 31, 2021
USD ($)
Dec. 31, 2020
USD ($)
Pay vs Performance Disclosure [Table]      
Pay vs Performance [Table Text Block]
PAY VERSUS PERFORMANCE DISCLOSURE
Cummins’ executive compensation program is designed to align pay outcomes with annual and long-term business performance and shareholders’ interests. Our program design choices, including the level of pay at risk, the mix of short-term and long-term incentives, the mix of long-term incentive vehicles, the metrics selected, and the rigor of incentive goals, all work together toward this objective.
The TMCC, along with its consultant, Farient, has historically and routinely assessed the relationship between realizable pay for our executives and the financial and TSR performance of the company. The results of these analyses have guided our pay decisions and the evolution of our pay program to ensure strong pay and performance alignment.
The new Pay vs. Performance disclosure, as required by the SEC, provides an additional perspective on pay and performance alignment by evaluating the link between “Compensation Actually Paid,” herein referred to as “CAP”, as defined by the SEC, and various measures of market and financial performance.
PAY VERSUS PERFORMANCE TABLE
The following table shows the past three fiscal years’ total compensation for our Named Executive Officers (NEOs) as set forth in the “Summary Compensation Table,” the CAP paid to our NEOs, the company’s total shareholder return (TSR), the combined TSR of our selected peer group (our “Custom Peer Group,” as used in our 2022 executive pay benchmarking), our net income, and our EBITDA.
2022 Pay vs. Performance Table
Year
Summary
Compensation
Table Total for
First CEO(1)
Summary
Compensation
Table Total for
Second CEO(2)
Compensation
Actually Paid
to First
CEO(1)(5)
Compensation
Actually Paid
to Second
CEO(2)(5)
Average
Summary
Compensation
Table Total
for Other
NEOs(3)
Average
Compensation
Actually Paid
to Other
NEOs(3)
Value of Initial
Fixed $100 Investment
Based On:
CMI
TSR
Peer
Group
TSR(4)
Net
Income
($MM)
EBITDA
($MM)
2022
$11,521,051 $7,133,411 $6,424,086 $8,912,042 $3,223,819 $4,301,797 $146.4 $154.5 $2,151 $3,799
2021
$15,645,919 N/A $17,265,880 N/A $5,560,018 $4,868,941 $128.3 $146.1 $2,131 $3,251
2020
$17,291,581 N/A $27,870,614 N/A $4,213,127 $4,975,391 $130.5 $124.2 $1,789 $3,108
(1)
In the table above, our First CEO is N. Thomas Linebarger, who served as CEO until August 1, 2022
(2)
Our Second CEO is Jennifer W. Rumsey, who became CEO on August 1, 2022
(3)
The other NEOs for each applicable year are:

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

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

2020: M.M. Rose, S. Padmanabhan, LL. Satterthwaite, and M.A. Smith
(4)
The Peer Group TSR shown in the table above is based on our Custom Peer Group as shown in our CD&A for the applicable year. TSR for this Group is weighted as of year-end 2019 by market capitalization
(5)
The SEC rules require that certain adjustments be made to the Summary Compensation Table totals to determine CAP, as reported in the Pay versus Performance table above. The following table details the applicable adjustments that were made to determine CAP:
Pension Benefits & NQDC
Equity Awards
Year
Executives
SCT Total
Deduct SCT
Change In
Pension
Value
Add Actuarial
Pension
Service
Cost
Add Above-
Market
Earnings
on NQDC
Deduct
SCT
Stock &
Option
Awards
Add Year-
End Value of
Unvested
Equity
Granted in
Year
Add
Change in
Value of
Unvested
Awards
Granted in
Prior
Years
Add Change
in Value of
Vested
Equity
Granted in
Prior
Years
Deduct
Value of
Awards Not
Meeting
Vesting
Conditions
Add
Dividends
Paid on
Unvested
Equity
2022
Second CEO
$7,133,411 $0 $114,724 $0 $(4,478,567) $5,582,361 $626,521 $(66,409) $0 $0
First CEO
$11,521,051 $(24,768) $764,004 $5,498 $(5,024,835) $1,302,551 $3,940,845 $(1,539,696) $(4,520,563) $0
Avg. NEO
$3,223,819 $0 $219,179 $0 $(1,165,115) $1,538,663 $783,631 $(241,070) $(62,824) $5,515
2021
First CEO
$15,645,919 $(465,336) $782,182 $96,695 $(6,879,016) $6,140,641 $(1,342,278) $3,287,072 $0 $0
Avg. NEO
$5,560,018 $(709,264) $168,006 $19,548 $(2,706,755) $2,342,987 $(257,279) $445,398 $0 $6,281
2020
First CEO
$17,291,581 $(5,456,681) $641,715 $104,110 $(4,998,723) $12,793,206 $6,785,352 $710,054 $0 $0
Avg. NEO
$4,213,127 $(1,590,422) $149,945 $32,876 $(1,013,647) $2,146,951 $968,628 $127,410 $(59,476) $0
   
Company Selected Measure Name EBITDA    
Named Executive Officers, Footnote [Text Block]
(1)
In the table above, our First CEO is N. Thomas Linebarger, who served as CEO until August 1, 2022
(2)
Our Second CEO is Jennifer W. Rumsey, who became CEO on August 1, 2022
(3)
The other NEOs for each applicable year are:

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

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

2020: M.M. Rose, S. Padmanabhan, LL.
   
Peer Group Issuers, Footnote [Text Block]
(4)
The Peer Group TSR shown in the table above is based on our Custom Peer Group as shown in our CD&A for the applicable year. TSR for this Group is weighted as of year-end 2019 by market capitalization
   
Adjustment To PEO Compensation, Footnote [Text Block]
(5)
The SEC rules require that certain adjustments be made to the Summary Compensation Table totals to determine CAP, as reported in the Pay versus Performance table above. The following table details the applicable adjustments that were made to determine CAP:
Pension Benefits & NQDC
Equity Awards
Year
Executives
SCT Total
Deduct SCT
Change In
Pension
Value
Add Actuarial
Pension
Service
Cost
Add Above-
Market
Earnings
on NQDC
Deduct
SCT
Stock &
Option
Awards
Add Year-
End Value of
Unvested
Equity
Granted in
Year
Add
Change in
Value of
Unvested
Awards
Granted in
Prior
Years
Add Change
in Value of
Vested
Equity
Granted in
Prior
Years
Deduct
Value of
Awards Not
Meeting
Vesting
Conditions
Add
Dividends
Paid on
Unvested
Equity
2022
Second CEO
$7,133,411 $0 $114,724 $0 $(4,478,567) $5,582,361 $626,521 $(66,409) $0 $0
First CEO
$11,521,051 $(24,768) $764,004 $5,498 $(5,024,835) $1,302,551 $3,940,845 $(1,539,696) $(4,520,563) $0
Avg. NEO
$3,223,819 $0 $219,179 $0 $(1,165,115) $1,538,663 $783,631 $(241,070) $(62,824) $5,515
2021
First CEO
$15,645,919 $(465,336) $782,182 $96,695 $(6,879,016) $6,140,641 $(1,342,278) $3,287,072 $0 $0
Avg. NEO
$5,560,018 $(709,264) $168,006 $19,548 $(2,706,755) $2,342,987 $(257,279) $445,398 $0 $6,281
2020
First CEO
$17,291,581 $(5,456,681) $641,715 $104,110 $(4,998,723) $12,793,206 $6,785,352 $710,054 $0 $0
Avg. NEO
$4,213,127 $(1,590,422) $149,945 $32,876 $(1,013,647) $2,146,951 $968,628 $127,410 $(59,476) $0
   
Non-PEO NEO Average Total Compensation Amount $ 3,223,819 $ 5,560,018 $ 4,213,127
Non-PEO NEO Average Compensation Actually Paid Amount $ 4,301,797 4,868,941 4,975,391
Adjustment to Non-PEO NEO Compensation Footnote [Text Block]
(5)
The SEC rules require that certain adjustments be made to the Summary Compensation Table totals to determine CAP, as reported in the Pay versus Performance table above. The following table details the applicable adjustments that were made to determine CAP:
Pension Benefits & NQDC
Equity Awards
Year
Executives
SCT Total
Deduct SCT
Change In
Pension
Value
Add Actuarial
Pension
Service
Cost
Add Above-
Market
Earnings
on NQDC
Deduct
SCT
Stock &
Option
Awards
Add Year-
End Value of
Unvested
Equity
Granted in
Year
Add
Change in
Value of
Unvested
Awards
Granted in
Prior
Years
Add Change
in Value of
Vested
Equity
Granted in
Prior
Years
Deduct
Value of
Awards Not
Meeting
Vesting
Conditions
Add
Dividends
Paid on
Unvested
Equity
2022
Second CEO
$7,133,411 $0 $114,724 $0 $(4,478,567) $5,582,361 $626,521 $(66,409) $0 $0
First CEO
$11,521,051 $(24,768) $764,004 $5,498 $(5,024,835) $1,302,551 $3,940,845 $(1,539,696) $(4,520,563) $0
Avg. NEO
$3,223,819 $0 $219,179 $0 $(1,165,115) $1,538,663 $783,631 $(241,070) $(62,824) $5,515
2021
First CEO
$15,645,919 $(465,336) $782,182 $96,695 $(6,879,016) $6,140,641 $(1,342,278) $3,287,072 $0 $0
Avg. NEO
$5,560,018 $(709,264) $168,006 $19,548 $(2,706,755) $2,342,987 $(257,279) $445,398 $0 $6,281
2020
First CEO
$17,291,581 $(5,456,681) $641,715 $104,110 $(4,998,723) $12,793,206 $6,785,352 $710,054 $0 $0
Avg. NEO
$4,213,127 $(1,590,422) $149,945 $32,876 $(1,013,647) $2,146,951 $968,628 $127,410 $(59,476) $0
   
Compensation Actually Paid vs. Total Shareholder Return [Text Block]
[MISSING IMAGE: lc_ceoneo-pn.jpg]
   
Compensation Actually Paid vs. Net Income [Text Block]
[MISSING IMAGE: lc_cebitda-pn.jpg]
   
Total Shareholder Return Vs Peer Group [Text Block]
As shown in the graph below, our company’s TSR has generally tracked that for our Custom Peer Group on a market capitalization weighted basis.
[MISSING IMAGE: lc_cummins-pn.jpg]
   
Tabular List [Table Text Block]
2022 PERFORMANCE MEASURES
For fiscal year 2022, our TMCC identified the performance measures listed below as the most important in its compensation-setting process for our NEOs.
Tabular List of Performance Measures
EBITDA
ROIC
ROANA
Cash Flow
The Committee identified EBITDA, ROIC, ROANA, and Cash Flow as our “most important” measures because they have been or will be used in our incentive awards (cash flow will be introduced in 2023). These measures drive the largest portion of our executives’ pay. EBITDA, ROIC, and ROANA provide an incentive for profitable growth and correlate well with shareholder value. Operating cash flow provides capital for investments that are important to our future and allows us to return significant capital to our shareholders.
   
Total Shareholder Return Amount $ 146.4 128.3 130.5
Peer Group Total Shareholder Return Amount 154.5 146.1 124.2
Net Income (Loss) $ 2,151,000,000 $ 2,131,000,000 $ 1,789,000,000
Company Selected Measure Amount 3,799 3,251 3,108
PEO Name N. Thomas Linebarger    
Measure [Axis]: 1      
Pay vs Performance Disclosure [Table]      
Measure Name EBITDA    
Measure [Axis]: 2      
Pay vs Performance Disclosure [Table]      
Measure Name ROIC    
Measure [Axis]: 3      
Pay vs Performance Disclosure [Table]      
Measure Name ROANA    
Measure [Axis]: 4      
Pay vs Performance Disclosure [Table]      
Measure Name Cash Flow    
N.Thomas Linebarger [Member]      
Pay vs Performance Disclosure [Table]      
PEO Total Compensation Amount $ 11,521,051 $ 15,645,919 $ 17,291,581
PEO Actually Paid Compensation Amount 6,424,086 17,265,880 27,870,614
N.Thomas Linebarger [Member] | Change In Pension Value [Member]      
Pay vs Performance Disclosure [Table]      
Adjustment to Compensation Amount 24,768 465,336 5,456,681
N.Thomas Linebarger [Member] | Actuarial Pension Service Cost [Member]      
Pay vs Performance Disclosure [Table]      
Adjustment to Compensation Amount 764,004 782,182 641,715
N.Thomas Linebarger [Member] | Above-Market Earnings on NQDC [Member]      
Pay vs Performance Disclosure [Table]      
Adjustment to Compensation Amount 5,498 96,695 104,110
N.Thomas Linebarger [Member] | Stock and Option Awards [Member]      
Pay vs Performance Disclosure [Table]      
Adjustment to Compensation Amount 5,024,835 6,879,016 4,998,723
N.Thomas Linebarger [Member] | Year-End Value of Unvested Equity Granted in Year [Member]      
Pay vs Performance Disclosure [Table]      
Adjustment to Compensation Amount 1,302,551 6,140,641 12,793,206
N.Thomas Linebarger [Member] | Change in Value of Unvested Awards Granted in Prior Years [Member]      
Pay vs Performance Disclosure [Table]      
Adjustment to Compensation Amount 3,940,845 (1,342,278) 6,785,352
N.Thomas Linebarger [Member] | Change in Value of Vested Equity Granted in Prior Years [Member]      
Pay vs Performance Disclosure [Table]      
Adjustment to Compensation Amount (1,539,696) 3,287,072 710,054
N.Thomas Linebarger [Member] | Value of Awards Not Meeting Vesting Conditions [Member]      
Pay vs Performance Disclosure [Table]      
Adjustment to Compensation Amount 4,520,563 0 0
N.Thomas Linebarger [Member] | Dividends Paid on Unvested Equity [Member]      
Pay vs Performance Disclosure [Table]      
Adjustment to Compensation Amount 0 0 0
Jennifer W. Rumsey [Member]      
Pay vs Performance Disclosure [Table]      
PEO Total Compensation Amount 7,133,411    
PEO Actually Paid Compensation Amount 8,912,042    
Jennifer W. Rumsey [Member] | Change In Pension Value [Member]      
Pay vs Performance Disclosure [Table]      
Adjustment to Compensation Amount 0    
Jennifer W. Rumsey [Member] | Actuarial Pension Service Cost [Member]      
Pay vs Performance Disclosure [Table]      
Adjustment to Compensation Amount 114,724    
Jennifer W. Rumsey [Member] | Above-Market Earnings on NQDC [Member]      
Pay vs Performance Disclosure [Table]      
Adjustment to Compensation Amount 0    
Jennifer W. Rumsey [Member] | Stock and Option Awards [Member]      
Pay vs Performance Disclosure [Table]      
Adjustment to Compensation Amount 4,478,567    
Jennifer W. Rumsey [Member] | Year-End Value of Unvested Equity Granted in Year [Member]      
Pay vs Performance Disclosure [Table]      
Adjustment to Compensation Amount 5,582,361    
Jennifer W. Rumsey [Member] | Change in Value of Unvested Awards Granted in Prior Years [Member]      
Pay vs Performance Disclosure [Table]      
Adjustment to Compensation Amount 626,521    
Jennifer W. Rumsey [Member] | Change in Value of Vested Equity Granted in Prior Years [Member]      
Pay vs Performance Disclosure [Table]      
Adjustment to Compensation Amount (66,409)    
Jennifer W. Rumsey [Member] | Value of Awards Not Meeting Vesting Conditions [Member]      
Pay vs Performance Disclosure [Table]      
Adjustment to Compensation Amount 0    
Jennifer W. Rumsey [Member] | Dividends Paid on Unvested Equity [Member]      
Pay vs Performance Disclosure [Table]      
Adjustment to Compensation Amount 0    
Non-PEO NEO [Member] | Change In Pension Value [Member]      
Pay vs Performance Disclosure [Table]      
Adjustment to Compensation Amount 0 709,264 1,590,422
Non-PEO NEO [Member] | Actuarial Pension Service Cost [Member]      
Pay vs Performance Disclosure [Table]      
Adjustment to Compensation Amount 219,179 168,006 149,945
Non-PEO NEO [Member] | Above-Market Earnings on NQDC [Member]      
Pay vs Performance Disclosure [Table]      
Adjustment to Compensation Amount 0 19,548 32,876
Non-PEO NEO [Member] | Stock and Option Awards [Member]      
Pay vs Performance Disclosure [Table]      
Adjustment to Compensation Amount 1,165,115 2,706,755 1,013,647
Non-PEO NEO [Member] | Year-End Value of Unvested Equity Granted in Year [Member]      
Pay vs Performance Disclosure [Table]      
Adjustment to Compensation Amount 1,538,663 2,342,987 2,146,951
Non-PEO NEO [Member] | Change in Value of Unvested Awards Granted in Prior Years [Member]      
Pay vs Performance Disclosure [Table]      
Adjustment to Compensation Amount 783,631 (257,279) 968,628
Non-PEO NEO [Member] | Change in Value of Vested Equity Granted in Prior Years [Member]      
Pay vs Performance Disclosure [Table]      
Adjustment to Compensation Amount (241,070) 445,398 127,410
Non-PEO NEO [Member] | Value of Awards Not Meeting Vesting Conditions [Member]      
Pay vs Performance Disclosure [Table]      
Adjustment to Compensation Amount 62,824 0 59,476
Non-PEO NEO [Member] | Dividends Paid on Unvested Equity [Member]      
Pay vs Performance Disclosure [Table]      
Adjustment to Compensation Amount $ 5,515 $ 6,281 $ 0