Definitive proxy statements

Pay vs Performance Disclosure

v3.25.1
Pay vs Performance Disclosure - USD ($)
 12 Months Ended
Dec. 31, 2024
Dec. 31, 2023
Dec. 31, 2022
Dec. 31, 2021
Dec. 31, 2020
Pay vs Performance Disclosure          
Pay vs Performance Disclosure, Table
2024 Pay Vs. Performance Table
Year
​ ​
Summary
Compensation
Table Total for
CEO
(Rumsey)(1)
​ ​
Compensation
Actually Paid
to CEO
(Rumsey)(1)(7)
​ ​
Summary
Compensation
Table Total for
Former CEO
(Linebarger)(2)
​ ​
Compensation
Actually Paid
to Former CEO
(Linebarger)(2)(7)
​ ​
Average
Summary
Compensation
Table Total for
Non-CEO
NEOs(3)
​ ​
Average
Compensation
Actually Paid
to Non-CEO
NEOs(3)(7)
​ ​
Value of Initial
Fixed $100 Investment
Based On:
​ ​
Net
Income
($MM)(5)
​ ​
EBITDA
($MM)(6)
​
​
CMI
TSR
​ ​
Peer
Group
TSR(4)
​
2024
​ ​ ​ ​ $21,857,109 ​ ​ ​ ​ ​ $32,686,322 ​ ​ ​ ​ ​ N/A ​ ​ ​ ​ ​ N/A ​ ​ ​ ​ ​ $7,900,486 ​ ​ ​ ​ ​ $10,028,982 ​ ​ ​ ​ ​ $221.8 ​ ​ ​ ​ ​ $220.2 ​ ​ ​ ​ ​ $3,946 ​ ​ ​ ​ ​ $6,326 ​ ​
2023
​ ​ ​ ​ $12,846,068 ​ ​ ​ ​ ​ $12,821,542 ​ ​ ​ ​ ​ N/A ​ ​ ​ ​ ​ N/A ​ ​ ​ ​ ​ $4,698,631 ​ ​ ​ ​ ​ $4,035,580 ​ ​ ​ ​ ​ $148.9 ​ ​ ​ ​ ​ $187.7 ​ ​ ​ ​ ​ $735 ​ ​ ​ ​ ​ $3,017 ​ ​
2022
​ ​ ​ ​ $7,133,411 ​ ​ ​ ​ ​ $8,912,042 ​ ​ ​ ​ ​ $11,521,051 ​ ​ ​ ​ ​ $6,424,086 ​ ​ ​ ​ ​ $3,223,819 ​ ​ ​ ​ ​ $4,301,797 ​ ​ ​ ​ ​ $146.4 ​ ​ ​ ​ ​ $156.7 ​ ​ ​ ​ ​ $2,151 ​ ​ ​ ​ ​ $3,799 ​ ​
2021
​ ​ ​ ​ N/A ​ ​ ​ ​ ​ N/A ​ ​ ​ ​ ​ $15,645,919 ​ ​ ​ ​ ​ $17,265,880 ​ ​ ​ ​ ​ $5,560,018 ​ ​ ​ ​ ​ $4,868,941 ​ ​ ​ ​ ​ $128.3 ​ ​ ​ ​ ​ $147.4 ​ ​ ​ ​ ​ $2,131 ​ ​ ​ ​ ​ $3,251 ​ ​
2020
​ ​ ​ ​ N/A ​ ​ ​ ​ ​ N/A ​ ​ ​ ​ ​ $17,291,581 ​ ​ ​ ​ ​ $27,870,614 ​ ​ ​ ​ ​ $4,213,127 ​ ​ ​ ​ ​ $4,975,391 ​ ​ ​ ​ ​ $130.5 ​ ​ ​ ​ ​ $125.0 ​ ​ ​ ​ ​ $1,789 ​ ​ ​ ​ ​ $3,108 ​ ​
​
(1)
Our current CEO is Jennifer W. Rumsey, who became CEO on August 1, 2022.
​
(2)
Our former CEO N. Thomas Linebarger served as CEO until August 1, 2022 and subsequently served as Executive Chairman until July 31, 2023; his compensation for fiscal year 2023 is included in the columns for average non-CEO NEOs.
​
(3)
The non-CEO NEOs for each applicable year are:
​
–
2024: J. Bush, A. Davis, S. Padmanabhan, and M.A. Smith
​
–
2023: S. Barner, M. Boakye, T. Linebarger, T. Satterwaite, and M.A. Smith
​
–
2022: S. Barner, T. Embree, LL. Satterwaite, and M.A. Smith
​
–
2021: J.W. Rumsey, S. Padmanabhan, LL. Satterwaite, and M.A. Smith
​
–
2020: M.M. Rose, S. Padmanabhan, LL. Satterwaite, 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. TSR for this Group is weighted as of year-end 2019 by market capitalization and is calculated using a base date of December 31, 2019. In 2024, we re-evaluated our peer group that the Board benchmarks against and chose to remove companies that we no longer believe participate in similar end-markets or are strongly aligned with our businesses. We removed W.W. Grainger since they are primarily U.S. focused and Fortive Corporation due to a spin-off transaction that shrank the size of their business. The indexed TSR value for 2024 under our prior 2023 Custom Peer Group would have been $219.3.
​
(5)
Net Income reflects GAAP net income, as disclosed in our financial statements.
​
(6)
EBITDA is a non-GAAP measure defined as cumulative earnings before interest expense, income taxes, noncontrolling interests, depreciation and amortization.
​
(7)
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:
​
2024 Adjustments Made to Calculate CAP
​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​
Pension Benefits
​ ​
Equity Awards
​
Executives
​ ​
SCT
Total
Pay
​ ​
Deduct
SCT
Change In
Pension
Value
​ ​
Add
Actuarial
Pension
Service
Cost
​ ​
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
​ ​
CAP Total
​
CEO (Rumsey)
​ ​
$21,857,109
​ ​ ​ ​ $(1,818,569) ​ ​ ​ ​ ​ $275,880 ​ ​ ​ ​ ​ $(10,607,720) ​ ​ ​ ​ ​ $13,075,542 ​ ​ ​ ​ ​ $9,904,080 ​ ​ ​ ​ ​ $0 ​ ​ ​ ​ ​ $0 ​ ​ ​ ​ ​ $0 ​ ​ ​ ​ ​ $32,686,322 ​ ​
Non-CEO NEOs (avg)
​ ​
$7,900,486
​ ​ ​ ​ $(949,651) ​ ​ ​ ​ ​ $154,990 ​ ​ ​ ​ ​ $(4,154,909) ​ ​ ​ ​ ​ $4,845,956 ​ ​ ​ ​ ​ $2,180,451 ​ ​ ​ ​ ​ $51,659 ​ ​ ​ ​ ​ $0 ​ ​ ​ ​ ​ $0 ​ ​ ​ ​ ​ $10,028,982 ​ ​
​
       
Company Selected Measure Name EBITDA        
Named Executive Officers, Footnote
(1)
Our current CEO is Jennifer W. Rumsey, who became CEO on August 1, 2022.
​
(2)
Our former CEO N. Thomas Linebarger served as CEO until August 1, 2022 and subsequently served as Executive Chairman until July 31, 2023; his compensation for fiscal year 2023 is included in the columns for average non-CEO NEOs.
(3)
The non-CEO NEOs for each applicable year are:
–
2024: J. Bush, A. Davis, S. Padmanabhan, and M.A. Smith
​
–
2023: S. Barner, M. Boakye, T. Linebarger, T. Satterwaite, and M.A. Smith
–
2022: S. Barner, T. Embree, LL. Satterwaite, and M.A. Smith
​
–
2021: J.W. Rumsey, S. Padmanabhan, LL. Satterwaite, and M.A. Smith
​
–
2020: M.M. Rose, S. Padmanabhan, LL. Satterwaite, and M.A. Smith
       
Peer Group Issuers, Footnote
(4)
The Peer Group TSR shown in the table above is based on our Custom Peer Group as shown in our CD&A. TSR for this Group is weighted as of year-end 2019 by market capitalization and is calculated using a base date of December 31, 2019. In 2024, we re-evaluated our peer group that the Board benchmarks against and chose to remove companies that we no longer believe participate in similar end-markets or are strongly aligned with our businesses. We removed W.W. Grainger since they are primarily U.S. focused and Fortive Corporation due to a spin-off transaction that shrank the size of their business. The indexed TSR value for 2024 under our prior 2023 Custom Peer Group would have been $219.3.
       
Adjustment To PEO Compensation, Footnote
(7)
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:
​
2024 Adjustments Made to Calculate CAP
​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​
Pension Benefits
​ ​
Equity Awards
​
Executives
​ ​
SCT
Total
Pay
​ ​
Deduct
SCT
Change In
Pension
Value
​ ​
Add
Actuarial
Pension
Service
Cost
​ ​
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
​ ​
CAP Total
​
CEO (Rumsey)
​ ​
$21,857,109
​ ​ ​ ​ $(1,818,569) ​ ​ ​ ​ ​ $275,880 ​ ​ ​ ​ ​ $(10,607,720) ​ ​ ​ ​ ​ $13,075,542 ​ ​ ​ ​ ​ $9,904,080 ​ ​ ​ ​ ​ $0 ​ ​ ​ ​ ​ $0 ​ ​ ​ ​ ​ $0 ​ ​ ​ ​ ​ $32,686,322 ​ ​
Non-CEO NEOs (avg)
​ ​
$7,900,486
​ ​ ​ ​ $(949,651) ​ ​ ​ ​ ​ $154,990 ​ ​ ​ ​ ​ $(4,154,909) ​ ​ ​ ​ ​ $4,845,956 ​ ​ ​ ​ ​ $2,180,451 ​ ​ ​ ​ ​ $51,659 ​ ​ ​ ​ ​ $0 ​ ​ ​ ​ ​ $0 ​ ​ ​ ​ ​ $10,028,982 ​ ​
​
       
Non-PEO NEO Average Total Compensation Amount $ 7,900,486 $ 4,698,631 $ 3,223,819 $ 5,560,018 $ 4,213,127
Non-PEO NEO Average Compensation Actually Paid Amount $ 10,028,982 4,035,580 4,301,797 4,868,941 4,975,391
Adjustment to Non-PEO NEO Compensation Footnote
(7)
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:
​
2024 Adjustments Made to Calculate CAP
​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​
Pension Benefits
​ ​
Equity Awards
​
Executives
​ ​
SCT
Total
Pay
​ ​
Deduct
SCT
Change In
Pension
Value
​ ​
Add
Actuarial
Pension
Service
Cost
​ ​
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
​ ​
CAP Total
​
CEO (Rumsey)
​ ​
$21,857,109
​ ​ ​ ​ $(1,818,569) ​ ​ ​ ​ ​ $275,880 ​ ​ ​ ​ ​ $(10,607,720) ​ ​ ​ ​ ​ $13,075,542 ​ ​ ​ ​ ​ $9,904,080 ​ ​ ​ ​ ​ $0 ​ ​ ​ ​ ​ $0 ​ ​ ​ ​ ​ $0 ​ ​ ​ ​ ​ $32,686,322 ​ ​
Non-CEO NEOs (avg)
​ ​
$7,900,486
​ ​ ​ ​ $(949,651) ​ ​ ​ ​ ​ $154,990 ​ ​ ​ ​ ​ $(4,154,909) ​ ​ ​ ​ ​ $4,845,956 ​ ​ ​ ​ ​ $2,180,451 ​ ​ ​ ​ ​ $51,659 ​ ​ ​ ​ ​ $0 ​ ​ ​ ​ ​ $0 ​ ​ ​ ​ ​ $10,028,982 ​ ​
​
       
Compensation Actually Paid vs. Total Shareholder Return [MISSING IMAGE: lc_ceoneo-pn.jpg]        
Compensation Actually Paid vs. Net Income [MISSING IMAGE: lc_cebitda-pn.jpg]        
Compensation Actually Paid vs. Company Selected Measure [MISSING IMAGE: lc_cebitda-pn.jpg]        
Total Shareholder Return Vs Peer Group [MISSING IMAGE: lc_cummins-pn.jpg]        
Tabular List, Table
2024 PERFORMANCE MEASURES
For fiscal year 2024, 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
​
​
Operating Cash Flow
​
The Committee identified EBITDA, ROIC, and Cash Flow as our “most important” measures because they are used in our incentive awards to determine payouts. These measures drive the largest portion of our executives’ pay. EBITDA, and ROIC 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 $ 221.8 148.9 146.4 128.3 130.5
Peer Group Total Shareholder Return Amount 220.2 187.7 156.7 147.4 125
Net Income (Loss) $ 3,946,000,000 $ 735,000,000 $ 2,151,000,000 $ 2,131,000,000 $ 1,789,000,000
Company Selected Measure Amount 6,326,000,000 3,017,000,000 3,799,000,000 3,251,000,000 3,108,000,000
PEO Name Jennifer W. Rumsey        
Measure:: 1          
Pay vs Performance Disclosure          
Name EBITDA        
Non-GAAP Measure Description
(6)
EBITDA is a non-GAAP measure defined as cumulative earnings before interest expense, income taxes, noncontrolling interests, depreciation and amortization.
       
Measure:: 2          
Pay vs Performance Disclosure          
Name ROIC        
Measure:: 3          
Pay vs Performance Disclosure          
Name Operating Cash Flow        
Jennifer W. Rumsey [Member]          
Pay vs Performance Disclosure          
PEO Total Compensation Amount $ 21,857,109 $ 12,846,068 $ 7,133,411    
PEO Actually Paid Compensation Amount 32,686,322 $ 12,821,542 8,912,042    
N.Thomas Linebarger [Member]          
Pay vs Performance Disclosure          
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
PEO | Jennifer W. Rumsey [Member] | Aggregate Change in Present Value of Accumulated Benefit for All Pension Plans Reported in Summary Compensation Table          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount (1,818,569)        
PEO | Jennifer W. Rumsey [Member] | Aggregate Pension Adjustments Service Cost          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount 275,880        
PEO | Jennifer W. Rumsey [Member] | Aggregate Grant Date Fair Value of Equity Award Amounts Reported in Summary Compensation Table          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount (10,607,720)        
PEO | Jennifer W. Rumsey [Member] | Year-end Fair Value of Equity Awards Granted in Covered Year that are Outstanding and Unvested          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount 13,075,542        
PEO | Jennifer W. Rumsey [Member] | Year-over-Year Change in Fair Value of Equity Awards Granted in Prior Years That are Outstanding and Unvested          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount 9,904,080        
PEO | Jennifer W. Rumsey [Member] | Change in Fair Value as of Vesting Date of Prior Year Equity Awards Vested in Covered Year          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount 0        
PEO | Jennifer W. Rumsey [Member] | Prior Year End Fair Value of Equity Awards Granted in Any Prior Year that Fail to Meet Applicable Vesting Conditions During Covered Year          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount 0        
PEO | Jennifer W. Rumsey [Member] | Dividends or Other Earnings Paid on Equity Awards not Otherwise Reflected in Total Compensation for Covered Year          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount 0        
Non-PEO NEO | Aggregate Change in Present Value of Accumulated Benefit for All Pension Plans Reported in Summary Compensation Table          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount (949,651)        
Non-PEO NEO | Aggregate Pension Adjustments Service Cost          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount 154,990        
Non-PEO NEO | Aggregate Grant Date Fair Value of Equity Award Amounts Reported in Summary Compensation Table          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount (4,154,909)        
Non-PEO NEO | Year-end Fair Value of Equity Awards Granted in Covered Year that are Outstanding and Unvested          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount 4,845,956        
Non-PEO NEO | Year-over-Year Change in Fair Value of Equity Awards Granted in Prior Years That are Outstanding and Unvested          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount 2,180,451        
Non-PEO NEO | Change in Fair Value as of Vesting Date of Prior Year Equity Awards Vested in Covered Year          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount 51,659        
Non-PEO NEO | Prior Year End Fair Value of Equity Awards Granted in Any Prior Year that Fail to Meet Applicable Vesting Conditions During Covered Year          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount 0        
Non-PEO NEO | Dividends or Other Earnings Paid on Equity Awards not Otherwise Reflected in Total Compensation for Covered Year          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount $ 0