DEF 14A of Cummins Inc, Apr 1, 2024

DEF 14A of Cummins Inc

Filed Apr 1, 2024 · FY20230001104659-24-041821

Open on EDGAR

  1. EXECUTIVE COMPENSATION PRINCIPLES

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

  2. EXECUTIVE COMPENSATION ELEMENTS

    | Compensation Element | Form of Payment | Performance Metrics | Rationale | | Base salary | Cash | Individual Performance | Market-based to attract and retain skilled executives. Designed to recognize scope of responsibility, individual performance and experience. | | Annual bonus | Cash | Earnings Before Interest, Taxes, Depreciation and Amortization (EBITDA) weighted at 70% and Operating Cash Flow weighted at 30% | EBITDA and Operating Cash Flow provide a focus on profitable growth and working capital management across the company, which are critical to sustaining the level of investment necessary to position us for future growth | | Long-term incentive compensation | Performance cash (30%) and Performance shares (70%) | Return on Invested Capital (ROIC), weighted at 80% and EBITDA, weighted at 20% over a three-year period | ROIC and EBITDA provide an incentive for profitable growth and correlate well with shareholder value. |

  3. Corporate Governance Overview

    Corporate Governance Overview

  4. Corporate Governance Overview

    | Director Independence • 10 of 11 director nominees are independent • 5 fully independent Board Committees: Audit; Talent Management & Compensation; Governance & Nominating; Finance; and Safety, Environment & Technology | Board Leadership • Annual assessment and determination of Board leadership structure • Annual election of independent Lead Director whenever Chairperson/CEO roles are combined or when the Chairperson is not independent • Lead Director has a strong role and significant governance duties, including serving as Chair of the Governance & Nominating Committee and of all executive sessions of independent directors | Board Accountability • Annual election of all directors via majority voting standard • Shareholder right to call special meetings (10% of voting power threshold) • Proxy access for director nominees available to a shareholder, or group of up to 20 shareholders, holding a total of at least 3% of our common stock for at least 3 years • Shareholder right to unilaterally amend the by-laws (upon a majority vote) | | Board Evaluation and Effectiveness • Detailed Board and Committee evaluation process coordinated by our Lead Director and Governance and Nominating Committee Chair • Board evaluation process led by Lead Director and facilitated by either Lead Director, Chief Legal Officer or third party (at discretion of Lead Director); facilitator schedules feedback call with each Board member annually; recommends any improvements or enhancements derived from evaluations • Annual feedback and evaluation session by each Committee Chair with its members on Committee performance; recommends any Committee improvements or enhancements • Annual two-way feedback and evaluation sessions by Chairperson with each director • Annual independent director evaluation of Chairperson and CEO | Board Oversight of Risk and ESG • The Board and its Committees exercise robust oversight of the company’s enterprise risk management program with dedicated time at every regular Board meeting • Top tier risks are assigned to members of the Cummins Leadership Team • Board and its Committees provide strong oversight of ESG risks and opportunities including at least one annual review by full Board of ESG strategy and challenges and detailed reviews in the designated committees | Shareholder Engagement • Board members routinely meet with top shareholders for conversations focused on our Board’s skill set and refreshment and its oversight of a variety of topics including company strategy, growth, risk management, governance and ESG issues | | Board Refreshment and Diversity • 9 new directors added to Board since 2015 • Director nominees represent diverse perspectives, including 4 female director nominees and 2 African-American director nominees • Goal of rotating Committee assignments every 3 to 5 years • Mandatory director retirement age | Director Engagement • All of the directors attended 75% or more of the aggregate number of meetings of our Board and the Committees on which they served during 2023 • Limits on director/CEO membership on other public company boards • Our directors routinely visit company locations without our CEO present to interact directly with managers and employees; in 2018-2019, individual directors visited 13 different locations in China, India, Australia and the United States; we suspended these in-person visits in 2020 and 2021 due to the ongoing global pandemic, except that one of our directors visited Spain in 2021 for the launch of a new company partnership. In 2022, 6 individual directors visited 4 different locations in the United States, and in 2023, 9 individual directors visited 6 different locations in China, Canada, and the United States. | Clawback and Anti-Hedging Policies • Clawback policy requires us to recover certain incentive-based compensation in the event of certain financial restatements and permits us to recover compensation (other than base salary) if there is a material restatement resulting from the fraudulent actions of any officer or if an officer engages in certain types of misconduct causing significant reputational or financial harm • Directors and officers prohibited from engaging in any pledging, short sales or hedging investments involving our common stock |

  5. Corporate Governance Overview

    | 8 | CUMMINS 2024 PROXY | CORPORATE GOVERNANCE |

  6. Nominees for Board of 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.

  7. Nominees for Board of Directors

    | ELECTION OF DIRECTORS | CUMMINS 2024 PROXY | 17 |

  8. Nominees for Board of Directors

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

  9. Nominees for Board of Directors

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

  10. Nominees for Board of Directors

    | Director Since: 2022 Age: 67 Board Committees: Audit; Talent Management & Compensation; Governance and Nominating | GARY L. BELSKE—Retired Deputy Managing Partner and Chief Operating Officer of Ernst & Young | | | Mr. Belske retired from Ernst & Young (EY) on December 31, 2016 after a 38-year career. He held many leadership positions within EY including the second highest position in the United States and the Americas, where he served as Deputy Managing Partner and Chief Operating Officer for the last 10 years. In this role, Mr. Belske was responsible for the overall strategy and operations of EY practices in the Americas, which encompass businesses in 16 countries with approximately $15 billion in revenue, 50,000 employees and 4,000 partners. Mr. Belske served on EY’s Americas and US Board for the last decade of his career at EY. He also has extensive experience managing regulatory issues related to the PCAOB and the SEC and served as Chair of EY’s Retirement Investment Committee and its Partner/Executive Compensation Committee. Mr. Belske currently serves on the Board of Trustees at Rockhurst University in Kansas City and on the Board of WilliamsMarston, an advisory firm. Mr. Belske holds a BSBA degree from Rockhurst University, a Masters of Arts in Accounting degree from the University of Missouri-Columbia and is a CPA. Summary of Qualifications and Experience: Key Contributions to the Board: • Contributes extensive work experience in a regulated industry • Provides insight concerning financial and risk management matters • Possesses senior leadership experience • Brings global external relations perspective |

  11. Nominees for Board of Directors

    | 18 | CUMMINS 2024 PROXY | ELECTION OF DIRECTORS |

  12. Nominees for Board of Directors

    | Director Since: 2008 Age: 71 Board Committees: Audit; Governance and Nominating; Safety, Environment and Technology | ROBERT J. BERNHARD—Professor in the Department of Aerospace and Mechanical Engineering and former Vice President For Research, University of Notre Dame | | | Mr. Bernhard is a Professor in the Department of Aerospace and Mechanical Engineering and recently retired (June 2023) from serving as Vice President for Research, University of Notre Dame. Mr. Bernhard joined the University of Notre Dame in 2007 and prior to that was Associate Vice President for Research at Purdue University since 2004. He also held Assistant, Associate and full Professor positions in the School of Mechanical Engineering at Purdue University. He was Director of the Ray W. Herrick Laboratories at Purdue’s School of Mechanical Engineering from 1994-2005. Bernhard is also a Professional Engineer and earned a B.S.M.E. and Ph.D., E.M. from Iowa State University in 1973 and 1982, and an M.S.M.E. from the University of Maryland in 1976. He was the Secretary General of the International Institute of Noise Control Engineering (I-INCE) from 2000-2015, President of I-INCE from 2000-2022, and is currently the Past President of I-INCE. He is a Fellow of INCE-USA, the Acoustical Society of America and the American Society of Mechanical Engineering. Summary of Qualifications and Experience: Key Contributions to the Board: • Leverages technical background to offer valuable insight • Pushes for improvement in safety and technology planning • Mentors our technical leaders |

  13. Nominees for Board of Directors

    | Director Since: 2015 Age: 67 Board Committees: Finance; Governance and Nominating; Safety, Environment and Technology | BRUNO V. DI LEO ALLEN—Managing Director, Bearing-North LLC | | | Mr. Di Leo has been the Managing Director of Bearing-North LLC, an independent advisory firm focused on business expansion and senior executive counseling in strategy and operations, since 2018. Prior to this role, Mr. Di Leo served as Senior Vice President of International Business Machines Corporation, or IBM, a globally integrated technology and consulting company, from January 2012 until his retirement in June 2018. In that position, he was accountable for revenue, profit, and client satisfaction in Japan, Asia Pacific, Latin America, Greater China and the Middle East and Africa. He also oversaw IBM’s Enterprise and Commercial client segments globally. From 2008-2011, he was General Manager for IBM’s Growth Markets Unit based in Shanghai. Mr. Di Leo has more than 40 years of business leadership experience in multinational environments, having lived and held executive positions on four continents. Mr. Di Leo has served as a director of Ferrovial, S.A., since 2018. Mr. Di Leo is a member of the international advisory board of Instituto de Estudios Superiores de la Empresa (IESE Business School) as well as a member of the Deming Center Advisory Board of Columbia Business School. He holds a business administration degree from Ricardo Palma University and a postgraduate degree from Escuela Superior de Administracion de Negocios, both in his native Peru. He is fluent in Spanish, Portuguese, English and Italian. Summary of Qualifications and Experience: Key Contributions to the Board: • Brings perspective on international business issues having lived and held executive positions on four continents • Offers insight regarding technology and sales and marketing issues • Works to ensure customer-focused approach in addressing product and service-related issues |

  14. Nominees for Board of Directors

    | ELECTION OF DIRECTORS | CUMMINS 2024 PROXY | 19 |

  15. Nominees for Board of Directors

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

  16. Nominees for Board of Directors

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

  17. Nominees for Board of Directors

    | 20 | CUMMINS 2024 PROXY | ELECTION OF DIRECTORS |

  18. Nominees for Board of Directors

    | Director Since: 2015 Age: 69 Board Committees: Executive; Finance; Governance and Nominating; Talent Management and Compensation | THOMAS J. LYNCH—Chairman, TE Connectivity Ltd. | | | Mr. Lynch retired as Chairman of TE Connectivity Ltd. (formerly Tyco Electronics Ltd.), a global provider of connectivity and sensor solutions, and harsh environment applications. Mr. Lynch served as the Chief Executive Officer of TE Connectivity Ltd. from January 2006-March 2017 and has served as a member of its board of directors since 2007 and as Chairman of the Board since January 2013. From September 2004-January 2006, Mr. Lynch was at Tyco International as the President of Tyco Engineered Products & Services, a global manufacturer of industrial valves and controls. Mr. Lynch joined Tyco from Motorola, where he served as Executive Vice President of Motorola, and President and Chief Executive Officer of Motorola’s Personal Communications sector, a leading supplier of cellular handsets. He has also served as a director of Automatic Data Processing, Inc. since 2018 and effective February 2024, currently serves as the Non-Executive Chair of the Board. In May 2022, Mr. Lynch retired as a director of Thermo Fisher Scientific Inc., where he had served as a director since 2009 and as Lead Director since February 2020. Mr. Lynch serves on the Board of The Franklin Institute and on the Rider University Board of Trustees. Summary of Qualifications and Experience: Key Contributions to the Board: • Lead Director • Brings perspective of a sitting Chairman and former CEO of a publicly traded global company • Leverages business and financial background in rendering advice and insight • Identifies and raises strategic considerations for Board consideration |

  19. Nominees for Board of Directors

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

  20. Nominees for Board of Directors

    | ELECTION OF DIRECTORS | CUMMINS 2024 PROXY | 21 |

  21. Nominees for Board of Directors

    | Director Since: 2020 Age: 61 Board Committees: Audit; Governance and Nominating; Safety, Environment and Technology | KIMBERLY A. NELSON—Retired Senior Vice President, External Relations, General Mills, Inc. | | | Ms. Nelson worked for General Mills Inc. for nearly 30 years prior to her retirement in January 2018. During her career at General Mills, she held a number of senior brand and general management roles, including serving as President of the U.S. Snacks Division. Ms. Nelson became Senior Vice President, External Relations in 2010, a global role leading issues and crisis management, consumer relations, corporate branding and communications, environmental social governance, government relations and global external stakeholder relations. Ms. Nelson serves on the board of Tate & Lyle PLC as Senior Independent Director and also on its Audit and Nominations Committees. She also serves on the board of Colgate-Palmolive Company and is a member of its Personnel & Organization and Nominating, Governance & Corporate Responsibility Committees. Ms. Nelson holds an MBA from Columbia Business School and a B.S. in International Relations from Georgetown University. She is a member of the Executive Leadership Council, Women Corporate Directors, and a member of the National Association of Corporate Directors (NACD). Ms. Nelson also serves on the boards of the Wallace Foundation and Fair Vote Minnesota. Summary of Qualifications and Experience: Key Contributions to the Board: • Identifies and raises strategic considerations for Board consideration • Brings global external relations perspective • Offers insight into environmental, social and governance matters • Brings strategic view on social justice, diversity and inclusion efforts |

  22. Nominees for Board of Directors

    | Director Since: 2017 Age: 60 Board Committees: Audit; Governance and Nominating; Safety, Environment and Technology | KAREN H. QUINTOS—Retired Chief Customer Officer at Dell Technologies Inc. | | | Prior to her retirement in June 2020, Ms. Quintos was the first Chief Customer Officer of Dell Technologies Inc., the world’s third largest supplier of personal computers and other computer hardware items, since 2016. In addition, Ms. Quintos led Dell’s global customer strategy and programs as well as Diversity and Inclusion, Corporate Responsibility and Entrepreneurship strategy and programs. From 2010-2016, Ms. Quintos served as Senior Vice President and Chief Marketing Officer, Vice President of public sector marketing and North America commercial marketing, and held executive roles in services, support and supply chain management. Ms. Quintos joined Dell in 2000 from Citigroup where she was Vice President of global operations and technology. Ms. Quintos earned a Master’s degree in marketing and international business from New York University and a Bachelor of Science in supply chain management from Pennsylvania State University. Ms. Quintos is on the board of Lennox International and serves on its Compensation and Human Resources Committee and its Public Policy Committee. She is the founder of Dell’s Women in Action employee resource group, the Interfaith Employee Resource Groups and Dell’s Women Entrepreneur Network. She serves on the board of trustees at Pennsylvania State University and the board of visitors of Smeal College of Business Advisory Board. Karen also serves on the boards for The National Center for Missing and Exploited Children, as well as TGEN (Translational Genomics). Summary of Qualifications and Experience: Key Contributions to the Board: • Contributes marketing and international perspective • Brings deep knowledge and strategic views around ESG, including DEI • Offers strategic insight in customer strategy, programs and customer data • Contributes knowledge and experiences in technology, GTM and supply chain management |

  23. Nominees for Board of Directors

    | 22 | CUMMINS 2024 PROXY | ELECTION OF DIRECTORS |

  24. Nominees for Board of Directors

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

  25. Nominees for Board of Directors

    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.

  26. Nominees for Board of Directors

    | DIRECTORS | Automotive & Transportation | Manufacturing | Technology/ IT | Sales/ Marketing | Government/ Regulatory | International | Academics | Financial | | Gary L. Belske | | ● | | ● | ● | ● | | ● | | Robert J. Bernhard | ● | ● | ● | | | | ● | | | Bruno V. Di Leo | | | ● | ● | | ● | | | | Daniel W. Fisher | | ● | ● | | | ● | | ● | | Carla A. Harris | | | | | | ● | | ● | | Thomas J. Lynch | | ● | ● | | | ● | | ● | | William I. Miller | | ● | | | | | | ● | | Kimberly A. Nelson | | ● | | ● | ● | ● | | | | Karen H. Quintos | | ● | ● | ● | | ● | | | | Jennifer W. Rumsey | ● | ● | ● | ● | | ● | | | | John H. Stone | | ● | ● | | | ● | | ● |

  27. Nominees for Board of Directors

    | EXECUTIVE COMPENSATION | CUMMINS 2024 PROXY | 23 |

  28. Nominees for Board of Directors

    EXECUTIVE COMPENSATION

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

    In recognition of the increasing competitiveness for talent, the program will allow for greater flexibility in making pay decisions. We also changed the performance measures and weightings under our Annual Bonus Plan (ABP) for Cummins participants, including our Named Executive Officers (NEOs) in 2023, moving from a single performance goal relating to Return on Average Net Assets (ROANA) to a structure in which an Earnings Before Interest, Taxes, Depreciation and Amortization (EBITDA) goal was weighted 70% and an Operating Cash Flow goal was weighted 30%. The revised measures are better aligned with our strategy, ensuring a focus on profitable growth and working capital management across the company, which are critical to sustaining the level of investment necessary to position us for future growth. In 2023, we established a Deposit Share Program that was intended to encourage long-term retention and continuity and alignment of the interests of our named executive officers with our shareholders. Implementation of the Program was delayed until 2024 because of an extended closed trading window that restricted the participants’ ability to acquire shares of common stock in 2023. Under the Program, designated participants, including certain of our named executive officers, are eligible to receive matching grants of restricted stock units if they commit newly acquired shares of our common stock and agree to hold those newly acquired shares for four years. The matching grants of restricted stock units will cliff vest on the fourth anniversary of the participation deadline if the participant has remained continuously employed and has satisfied the holding requirement for the newly acquired shares.

  30. SUMMARY OF 2023 CHANGES TO CUMMINS’ INCENTIVE FRAMEWORK

    | | | 2022 | 2023 | | | | Plan Element | All Participants | Cummins Participants | Accelera Participants | | Short-Term Incentive Plan | Linkage | 100% Cummins | 100% Cummins | 30% Cummins 70% Accelera | | | Measures & Weightings | 100% Cummins ROANA | 70% Cummins EBITDA 30% Cummins Operating Cash Flow | 30% Cummins EBITDA 30% Accelera Revenue 40% Accelera Strategic Scorecard | | Long-Term Incentive Plan | Vehicle Mix | 70% Performance Shares 30% Performance Cash | 70% Performance Shares 30% Performance Cash | 70% Performance Shares 30% Restricted Stock Units (RSUs) | | | Linkage for Performance Elements | 100% Cummins | 100% Cummins | 30% Cummins 70% Accelera | | | Measures & Weightings | Perf. Shares and Cash - 80% Cummins ROIC - 20% Cummins Cumulative EBITDA | Performance Shares and Cash - 80% Cummins ROIC - 20% Cummins Cumulative EBITDA | Performance Shares - 30% Cummins ROIC - 70% Accelera Cumulative Revenue |

  31. HOW DID WE ALIGN EXECUTIVE PAY AND PERFORMANCE?

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

  32. Compensation Elements Support Pay For Performance Philosophy

    | Compensation Element | Form of Payment | Performance Metrics | Rationale | | Base salary | Cash | Individual Performance | Market-based to attract and retain skilled executives. Designed to recognize scope of responsibility, individual performance and experience. | | Annual bonus | Cash | Earnings Before Interest, Taxes, Depreciation and Amortization (EBITDA) weighted at 70% and Operating Cash Flow weighted at 30% | EBITDA and Operating Cash Flow provide a focus on profitable growth and working capital management across the company, which are critical to sustaining the level of investment necessary to position us for future growth | | Long-term incentive compensation | Performance cash (30%) and Performance shares (70%) | Return on Invested Capital (ROIC), weighted at 80% and EBITDA, weighted at 20% over a three-year period | ROIC and EBITDA provide an incentive for profitable growth and correlate well with shareholder value. |

  33. Target Executive Compensation Informed By the Market

    Target Executive Compensation Informed By the Market The Committee reviews our executive compensation pay levels and programs on a regular basis. For pay levels, we generally target the median of the market for total direct compensation as well as its components, including salary, bonus targets, and long-term incentive target values. We consider target compensation to be market competitive if it is within +/-10% of the median level indicated by the benchmarking data. For making 2023 pay decisions, our primary compensation benchmarking sources were manufacturing companies in nationally recognized compensation surveys. We also considered data from our Custom Peer Group (described below) regarding pay levels for the CEO and CFO and pay program design, dilution, and performance. We believe this approach provides an appropriate representation of the market, and using multiple sources lessens the impact of fluctuations in market data over time. Our Custom Peer Group, identified in 2022 for making 2023 pay decisions, was made up of the fifteen public companies listed below. All companies fell into at least one of the following categories: • customers with a strong presence in one or more of our major markets; • companies that compete directly or indirectly with one or more of Cummins’ businesses; • key suppliers of related products; and • diversified industrial companies that compete for investor capital within the Industrial market segment. The Custom Peer Group companies are also similar to Cummins in size and investor profile and compete with us for customers and talent.

  34. Target Executive Compensation Informed By the Market

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

  35. HOW PERFORMANCE MEASURES AND GOALS ARE DETERMINED

    HOW PERFORMANCE MEASURES AND GOALS ARE DETERMINED The Committee regularly reviews all elements of our executive compensation program and makes changes as it deems appropriate. Each review includes general comparisons against market data and analysis prepared by Farient, including information on market practices in the following areas: • Pay strategy and positioning; • Annual bonus plan design, including performance measures and goals and plan leverage; • Long-term incentive plan strategy and design, including the mix of elements, as well as performance measures and goals and plan leverage; • Stock ownership guidelines; • Executive perquisites, including personal use of company aircraft; and • Executive benefits and protection policies, including severance practices for officers, supplemental retirement plans, deferred compensation plans and change in control arrangements. The Talent Management and Compensation Committee establishes performance measures and goals each year for the annual and long-term incentive plans that are designed to help achieve our business strategy and objectives. The Committee also benchmarks against the historical performance of the Custom Peer Group and considers whether Cummins’ goals are sufficiently demanding relative to our peers. Additionally, the Committee solicits Farient’s assessment regarding the degree of difficulty associated with the incentive plan performance targets relative to both external analyst expectations for performance and peer performance expectations. The Committee believes this process leads to appropriate performance targets and incentive awards that reflect the creation of shareholder value. The Talent Management and Compensation Committee has discretion to adjust performance results that reflect significant transactions (such as acquisitions, divestitures, or newly-formed joint ventures) or other unusual items (such as pension plan contributions above required levels, restructuring, or significant tax legislation) if such events were not anticipated at the time performance targets were initially established.

  36. Annual Bonus

    Annual Bonus

  37. HOW BONUSES ARE CALCULATED

    HOW BONUSES ARE CALCULATED Our annual bonus is designed to link participants’ pay to our annual financial performance. The payout for each participant, including our NEOs, is calculated using the following formula: Target awards as a percentage of salary are set such that performance at the target goal level generates an annual bonus aligned with the median range of the market. The “payout factor” is determined based on Cummins’ actual financial performance against its annual goals.

  38. 2023 ANNUAL BONUS PERFORMANCE MEASURES

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

  39. 2023 ANNUAL BONUS PERFORMANCE MEASURES

    | EXECUTIVE COMPENSATION | CUMMINS 2024 PROXY | 35 |

  40. 2023 ANNUAL BONUS PERFORMANCE MEASURES

    EBITDA for compensation purposes equals: Operating Cash Flow for compensation purposes equals:

  41. 2023 ANNUAL BONUS PERFORMANCE MEASURES

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

  42. EBITDA AND OPERATING CASH FLOW PERFORMANCE TARGETS FOR 2023

    EBITDA AND OPERATING CASH FLOW PERFORMANCE TARGETS FOR 2023 Setting the targets with the appropriate level of difficulty underscores the importance of achieving or exceeding our annual operating plan (AOP) performance commitment. This approach requires increasingly difficult targets during economic upturns and realistic goals during cyclical downturns. The 2023 EBITDA and Operating Cash Flow goals were set with this philosophy in mind. Target EBITDA and operating cash flow were established by the TMCC after reviewing the AOP and considering input from Farient, the Committee’s independent outside consultant. Target EBITDA (a 100% payout factor) was the amount required to achieve our AOP. As shown below, the possible payout factors for 2023 ranged from 10% for threshold performance (70% of target EBITDA) to a maximum of 200% for superior performance (115% of target EBITDA or better). The payout factor changed in increments of 10% for results that fell between threshold and target, or between target and maximum. Target operating cash flow (a 100% payout factor) was the amount required to achieve our AOP. As shown below, the possible payout factors for 2023 ranged from 10% for threshold performance (70% of target operating cash flow) to a maximum of 200% for superior performance (115% of target operating cash flow or better). The payout factor changed in increments of 10% for results that fell between threshold and target, or between target and maximum.

  43. EBITDA AND OPERATING CASH FLOW PERFORMANCE TARGETS FOR 2023

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

  44. 2023 EBITDA AND OPERATING CASH FLOW PERFORMANCE AND PAYOUTS

    2023 EBITDA AND OPERATING CASH FLOW PERFORMANCE AND PAYOUTS Our 2023 EBITDA performance was $5,153 million and our operating cash flow performance was $3,966 million. As a result, the payout factor used to calculate the 2023 annual bonus for all participants on the Cummins bonus plan, including each of our Named Executive Officers, was 170% of target. In calculating the 2023 annual bonus, we made the following exclusions: • $2 billion charge related to the agreement to resolve U.S. regulatory claims regarding our emissions certification and compliance process for certain engines primarily used in pick-up truck applications in the U.S. $100 million in costs associated with the separation of the Filtration business through the Atmus transaction

  45. 2023 EBITDA AND OPERATING CASH FLOW PERFORMANCE AND PAYOUTS

    | 36 | CUMMINS 2024 PROXY | EXECUTIVE COMPENSATION |

  46. Long-Term Incentive Compensation

    Long-Term Incentive Compensation

  47. FORM OF LONG-TERM INCENTIVE AWARDS FOR 2023

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

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

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

  49. 2021-2023 LONG-TERM PERFORMANCE CASH AND PERFORMANCE SHARE PAYOUTS

    2021-2023 LONG-TERM PERFORMANCE CASH AND PERFORMANCE SHARE PAYOUTS Based on our actual performance from January 1, 2021 through December 31, 2023, our ROIC was 17.00% and our 3-year Cumulative EBITDA was $12,639 million. As a result, the payout factor used to calculate the awards for all long-term incentive participants under the Cummins plan, including each Named Executive Officer, was 150%. In calculating the 2021-2023 long-term incentive plan performance, we made the following exclusions: • $2 billion charge related to the agreement to resolve U.S. regulatory claims regarding our emissions certification and compliance process for certain engines primarily used in pick-up truck applications in the U.S. • $181 million in costs associated with the separation of the Filtration business ($100 million in 2023 and $81 million in 2022) • $26 million of net benefit from the Meritor business which includes acquisition and integration costs • $111 million of expense related to the indefinite suspension of operations in Russia, including inventory write-offs, account receivable write-offs, breach of contract accruals, employee severance, and other required expenses

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

    | | ROIC Goal (80% Weighting) | ROIC Goal as a % of Target | EBITDA Goal (20% Weighting) | EBITDA Goal as % of Target | ROIC and EBITDA Payouts as % of Target(1) | | ≥Maximum | 19.50% | 130% | $14,124 | 115% | 200% | | Target | 15.00% | 100% | $12,282 | 100% | 100% | | Threshold | 10.50% | 70% | $10,440 | 85% | 10% | | <Threshold(2) | 10.50% | <70% | <$10,440 | <85% | 0% |

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

    | | ROIC Goal (80% Weighting) | ROIC Goal as a % of Target | EBITDA Goal (20% Weighting) | EBITDA Goal as % of Target | ROIC and EBITDA Payouts as % of Target(1) | | ≥Maximum | 19.50% | 130% | $15,244 | 115% | 200% | | Target | 15.00% | 100% | $13,256 | 100% | 100% | | Threshold | 10.50% | 70% | $11,268 | 85% | 10% | | <Threshold(2) | 10.50% | <70% | <$11,268 | <85% | 0% |

  52. One-Time Bonus Award

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

  53. ROLE AND INDEPENDENCE OF OUR COMPENSATION CONSULTANT

    ROLE AND INDEPENDENCE OF OUR COMPENSATION CONSULTANT For 2023, the Talent Management and Compensation Committee engaged Farient Advisors LLC, or Farient, as its independent compensation consultant to provide input and advice to the Committee. The consultant also advises the Committee on non-employee director compensation. Other than the services provided to the Committee, Farient does not provide any other services to our company. Our Committee maintains a formal process to ensure the independence of any executive compensation advisor engaged by the Committee, including consideration of all factors relevant to the advisor’s independence from management, including those factors specified by the NYSE listing rules. The Committee assessed the independence of Farient in light of those factors and concluded that Farient is an independent compensation advisor and that its work for the Committee did not raise any conflict of interest. The Committee oversees the work of the consultant and has final authority to hire or terminate any consultant. The Committee also annually reviews structural safeguards to assure the independence of the consultant.

  54. ROLE AND INDEPENDENCE OF OUR COMPENSATION CONSULTANT

    | EXECUTIVE COMPENSATION | CUMMINS 2024 PROXY | 39 |

  55. Compensation Decisions Pertaining to our Named Executive Officers

    Compensation Decisions Pertaining to our Named Executive Officers The discussion below outlines each NEO’s responsibilities, performance highlights for 2023, the compensation decisions made, and incentive outcomes for each individual. The Talent Management and Compensation Committee believes the 2023 compensation packages for our NEOs and our executive compensation program align the interests of our shareholders and executives by emphasizing variable, at-risk compensation tied to measurable performance goals using an appropriate balance of short-term and long-term objectives.

  56. Compensation Decisions Pertaining to our Named Executive Officers

    | Jennifer Rumsey Chair and Chief Executive Officer | (1) The salary shown is based on the annual salary rate after giving effect to any salary adjustments for the year. (2) The target incentive values differ from those shown in the Summary Compensation Table because the table shows earned not target annual incentive awards. |

  57. Compensation Decisions Pertaining to our Named Executive Officers

    Ms. Rumsey served as our President and Chief Executive Officer in 2023 and was elected Chairperson of our Board effective August 1, 2023. She has served as President and Chief Executive Officer since August 2022. At the beginning of 2023, the TMCC increased Ms. Rumsey’s target long-term incentive to better align her with the external market. Ms. Rumsey’s target total direct compensation in 2023 compared to 2022 is shown in the charts above. In 2023, Ms. Rumsey: • Led the company’s overall operations in delivering $34.1 billion in sales, a 21% increase from 2022 including full year Meritor revenue, 15.3% EBITDA compared to 14.2% in 2022, and record cashflow. Continued to successfully navigate evolving supply chain and inflationary challenges. • Played a leadership role in developing and advancing key Cummins strategies including our Destination Zero decarbonization strategy including our investment in fuel agnostic engine platforms, electrolyzers, and key components for ICE and electrified powertrains. • Partnered with key OEM and end customers to strengthen relationships and refine our strategies to deliver value and meet their evolving needs. • Actively engaged and communicated with employees and in our talent and leadership strategies and programs to inspire, motivate, and develop our employees to reach their potential and deliver our mission, vision, and values. • Actively sponsored and engaged in Cummins strategic community initiatives including Cummins Powers Women and Cummins Advocating for Racial Equality (CARE). Transitioned to role as Chair of Cummins’ Board and along with our lead director ensured the collective membership of our Company’s Board is comprised of diversity of experience, tenure, race, and gender.

  58. Compensation Decisions Pertaining to our Named Executive Officers

    | 40 | CUMMINS 2024 PROXY | EXECUTIVE COMPENSATION |

  59. Compensation Decisions Pertaining to our Named Executive Officers

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

  60. Compensation Decisions Pertaining to our Named Executive Officers

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

  61. Compensation Decisions Pertaining to our Named Executive Officers

    | EXECUTIVE COMPENSATION | CUMMINS 2024 PROXY | 41 |

  62. Compensation Decisions Pertaining to our Named Executive Officers

    | Mark Smith Vice President – Chief Financial Officer | (1) The salary shown is based on the annual salary rate after giving effect to any salary adjustments for the year. (2) The target incentive values differ from those shown in the Summary Compensation Table because the table shows earned not target annual incentive awards. |

  63. Compensation Decisions Pertaining to our Named Executive Officers

    Mr. Smith served as our Vice President – Chief Financial Officer in 2023. He has held this role since 2019. At the beginning of 2023, the TMCC increased Mr. Smith’s base salary and target annual and long-term incentive awards to better align him with the external market. Mr. Smith’s target total direct compensation in 2023 compared to 2022 is shown in the charts above. In 2023, Mr. Smith: • Collaborated with our global business leaders to deliver record sales of $34.1 billion and operating cash flow of $4.0 billion. • Helped repatriate more than $800 million from overseas operations to further strengthen US liquidity. • Led the integration of Meritor finance operations realizing cost savings that contributed to improved financial performance. • Coordinated global cross-functional work streams that supported the IPO of Atmus Inc as Cummins repositions its portfolio for long-term growth. • Ensured the company maintained strong financial controls. Mr. Smith’s target compensation compared to his realized compensation for 2023 is shown in the table below:

  64. Compensation Decisions Pertaining to our Named Executive Officers

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

  65. Compensation Decisions Pertaining to our Named Executive Officers

    | 42 | CUMMINS 2024 PROXY | EXECUTIVE COMPENSATION |

  66. Compensation Decisions Pertaining to our Named Executive Officers

    | Tony Satterthwaite Senior Vice President | (1) The salary shown is based on the annual salary rate after giving effect to any salary adjustments for the year. (2) The target incentive values differ from those shown in the Summary Compensation Table because the table shows earned not target annual incentive awards. |

  67. Compensation Decisions Pertaining to our Named Executive Officers

    Mr. Satterthwaite served as our Senior Vice President in 2023. He has held this role since August 2022. At the beginning of 2023, the TMCC determined to maintain Mr. Satterthwaite’s base salary, target annual bonus, and long-term incentive at the levels established in 2022. Mr. Satterthwaite’s target total direct compensation in 2023 compared to 2022 is shown in the charts above. In 2023, Mr. Satterthwaite: • Served as the interim leader of the Distribution Business segment for four months. Delivered record cash flow and improved inventory metrics. • Expanded leadership development programs to over 4,000 employees globally. • Supported separation of Atmus business as Board member, serving on the Compensation and Nominating and Governance Committees. • Completed three-year SG&A cost reduction program delivering $100M in savings for 2024. • Launched prognostics capability to transform customer support and repair efficiency. • Further expanded Cummins Water Works engagement globally. Met new 2030 targets in two regions. Mr. Satterthwaite’s target compensation compared to his realized compensation for 2023 is shown in the table below:

  68. Compensation Decisions Pertaining to our Named Executive Officers

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

  69. Compensation Decisions Pertaining to our Named Executive Officers

    | EXECUTIVE COMPENSATION | CUMMINS 2024 PROXY | 43 |

  70. Compensation Decisions Pertaining to our Named Executive Officers

    | Marvin Boakye Chief Human Resources Officer | (1) The salary shown is based on the annual salary rate after giving effect to any salary adjustments for the year. (2) The target incentive values differ from those shown in the Summary Compensation Table because the table shows earned not target annual incentive awards. (3) The $500,000 one-time bonus payment made to Mr. Boakye as part of his sign-on package is excluded from this chart as it was not part of his target compensation for 2023. |

  71. Compensation Decisions Pertaining to our Named Executive Officers

    Mr. Boakye served as our Chief Human Resources Officer in 2023. He has held this role since 2022. At the beginning of 2023, the TMCC determined to maintain Mr. Boakye’s base salary, target annual bonus, and long-term incentive at the levels established in 2022. Mr. Boakye’s target total direct compensation in 2023 compared to 2022 is shown in the charts above. In 2023, Mr. Boakye: • Led the initial phase of the HR operating model transformation, including restructuring people and operating structure, streamlining processes, and transitioning to HCM cloud-based technology. • Led the initiative to improve workforce planning processes to directly align the talent strategy to the business strategy in the Supply Chain function. • Implemented a talent management acquisition supplier change and recruiting technology improvements resulting in improved offer acceptance rates and time to fill. • Led initiative to capture employee voices and develop action plan to drive Cummins culture, resulting in a significant improvement in employee participation and employment sentiment versus previous results and industry benchmarks. • Led HR initiatives that supported the divestiture of Atmus and the integration of the Meritor and Siemens Commercial Vehicle businesses. • Led voluntary employee reduction programs in six countries to reduce cost. • Partnered with the CEO and Vice President – Diversity, Equity, Inclusion, and Culture to advance the company’s DEI efforts through the involvement of the Chairman’s Diversity Council. Mr. Boakye’s target compensation compared to his realized compensation for 2023 is shown in the table below:

  72. Compensation Decisions Pertaining to our Named Executive Officers

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

  73. Compensation Decisions Pertaining to our Named Executive Officers

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

  74. Compensation Decisions Pertaining to our Named Executive Officers

    | 44 | CUMMINS 2024 PROXY | EXECUTIVE COMPENSATION |

  75. Compensation Decisions Pertaining to our Named Executive Officers

    | Sharon Barner Vice President – Chief Administrative Officer | (1) The salary shown is based on the annual salary rate after giving effect to any salary adjustments for the year. (2) The target incentive values differ from those shown in the Summary Compensation Table because the table shows earned not target annual incentive awards. |

  76. Compensation Decisions Pertaining to our Named Executive Officers

    Ms. Barner served as our Vice President – Chief Administrative Officer in 2023. She has held this role since 2021. At the beginning of 2023, the TMCC determined to increase Ms. Barner’s base salary, target annual incentive and target long-term incentive to better align her with the external market. In 2023, Ms.Barner: • Assumed reporting responsibility for the Corporate Responsibility function and co-leadership of the Product Compliance and Regulatory Affairs function. • Sponsored the development and staffing of the first ESG strategy function consisting of program development operations and compliance and regulatory affairs; oversaw preparation and filing of the first government required ESG filing in India. • Devised service level agreements between corporate functions and business/operating units to better align cost, services, and business priorities. • Led the redesign and reorganization of the Ethics, Compliance, Investigations, and Right Environment function to manage improved service levels needed with increased growth. • Updated and revamped our global enterprise risk management process to better support management execution and Board oversight. • Supported continued business growth by serving as a member of the Meritor management integration team and supporting the separation of our Filtration business. • Advanced the company’s leadership development goals by leading the US Global Leadership Program and co-sponsoring the Building Success in You program. • Supported the company’s diversity, equity and inclusion efforts through involvement in the CEO Diversity Council; Member of Management Resource Group for Cummins Advocates for Racial Equality (CARE); co-leader of the Executive Sponsorship program; and co-sponsor of the Cummins Black Network. Ms. Barner’s target compensation compared to her realized compensation for 2023 is shown in the table below:

  77. Compensation Decisions Pertaining to our Named Executive Officers

    | Pay Component | Target | Performance Factor | Realized | Comments | | Salary for 2023 | $720,000 | Not Applicable | $715,000 | The realized salary differs from the target amount due to a change in salary that occurred during the year | | Annual Bonus for 2023 | $720,000 | 170% | $1,215,500 | $715,000 x 170% | | Performance Cash for 2021-2023 cycle | $450,000 | 150% | $675,000 | $450,000 x 150% | | Performance Shares for 2021-2023 cycle | 4,690 | 150% | 7,035 Performance shares earned for 2021-2023 cycle, valued at $1,685,374 | Value reflected $239.57 stock price on December 29, 2023; 4,690 shares x 150% x $239.57 stock price |

  78. Compensation Decisions Pertaining to our Named Executive Officers

    | EXECUTIVE COMPENSATION | CUMMINS 2024 PROXY | 45 |

  79. Compensation Decisions Pertaining to our Named Executive Officers

    | N. Thomas Linebarger Former Executive Chairman | (1) The salary shown is based on the annual salary rate after giving effect to any salary adjustments for the year. (2) The target incentive values differ from those shown in the Summary Compensation Table because the table shows earned not target annual incentive awards. (3) No long-term incentive was provided to Mr. Linebarger in 2023 given his planned retirement later in the year. |

  80. Compensation Decisions Pertaining to our Named Executive Officers

    Mr. Linebarger served as our Executive Chairman in 2023 until his retirement as of July 31, 2023. At the beginning of 2023, the TMCC determined to maintain Mr. Linebarger’s salary and target annual bonus at the same levels established in 2022. No long-term incentive was provided to Mr. Linebarger given his planned retirement later in the year. Mr. Linebarger’s target total direct compensation in 2023 compared to 2022 is shown in the charts above. Mr. Linebarger’s target compensation compared to his realized compensation for 2023 is shown in the table below:

  81. Compensation Decisions Pertaining to our Named Executive Officers

    | Pay Component | Target | Performance Factor | Realized | Comments | | Salary for 2023 | $1,150,000 | Not Applicable | $670,833 | Realized amount reflects base salary received prior to retirement on July 31, 2023 | | Annual Bonus for 2023 | $1,725,000 | 170% | $0 | Our Committee concluded to reduce Mr. Linebargers’s 2023 annual bonus to $0 in light of the Agreement in Principle to resolve certain regulatory civil claims regarding our emissions certification and compliance process for certain engines primarily used in pick-up truck applications | | Performance Cash for 2021-2023 cycle | $2,700,000 | 150% | $2,325,000 | The realized performance cash for Mr. Linebarger reflect the pro ration of his awards due to his retirement on July 31, 2023 | | Performance Shares for 2021-2023 cycle | 28,150 | 150% | 36,360 Performance shares earned for 2021-2023 cycle, valued at $8,710,765 | The realized performance shares for Mr. Linebarger reflect the pro ration of his awards due to his retirement on July 31, 2023 |

  82. Annual Compensation Risk Assessment

    | PAY MIX | PERFORMANCE-BASED MEASUREMENT | TIME HORIZON | | The three primary elements of our executive compensation program are base salary, annual bonus, and long-term incentive compensation. We target the median of the market for our total compensation package. This approach mitigates the need for executives to take significant risks to earn average competitive compensation and also ensures that the interests of our executives are closely aligned with those of our shareholders. | The performance goals set forth in our annual bonus and long-term incentive plans are based upon budgeted levels that are reviewed and approved by the Committee. We believe these goals are challenging yet attainable at their targeted levels without the need to take inappropriate risks, take actions that would violate our Code of Business Conduct, or make material changes to our long-term business strategy or operations. Payouts under both incentive plans are capped at 200% of target to make it less likely that executives would pursue outsized short-term achievements at the expense of the long term. | Our long-term incentive plan awards are based on a three-year performance period, which encourages our employees to focus on the sustained growth of our company rather than seeking potentially unsustainable short-term gains. |

  83. Annual Compensation Risk Assessment

    | CLAWBACK POLICY | OTHER RISK MITIGATORS | EXCLUSION OF UNUSUAL ITEMS | | Amounts paid to any officer under our annual bonus or long-term incentive compensation plans are subject to recovery in accordance with our compensation recoupment policy, as described below. | We pay incentive compensation only after our audited financial results are complete and the Committee has certified our performance results and the associated incentive awards. Additionally, we have stock ownership requirements for all officers that ensure the interests of our leaders and shareholders are aligned. We also prohibit officers from engaging in forms of hedging or monetization transactions involving the establishment of a short position in our securities and from entering into any arrangement that, directly or indirectly, involves the use of our securities as collateral for a loan. | In measuring financial performance under our annual short- and long-term bonus plans, the Talent Management and Compensation Committee has discretion to adjust performance results that reflect significant transactions or other unusual items if such events were not anticipated at the time performance targets were initially established. We believe allowing these exclusions ensures our executives will focus on the merits of proposed transactions for Cummins rather than the effect a proposed action may have on incentive compensation. |

  84. POST-EMPLOYMENT COMPENSATION AND CHANGE IN CONTROL PROTECTIONS

    POST-EMPLOYMENT COMPENSATION AND CHANGE IN CONTROL PROTECTIONS We do not have formal severance agreements with any of our Named Executive Officers. However, we have a policy of paying severance under certain circumstances to officers whose employment is terminated, and certain of our plans provide for other benefits upon certain change-in-control events and terminations of employment. These arrangements are described in detail under “Potential Payments Upon Termination or Change in Control.” The purposes of these benefits are to encourage our key executives to concentrate on taking actions that are in the best interests of our shareholders without regard to whether such actions may ultimately have an adverse impact on their job security, and to enable key executives to provide objective advice on any potential change in control without undue concern for their personal financial situations. The Talent Management and Compensation Committee periodically reviews and modifies these benefits to ensure they continue to meet these objectives. Under our change in control compensation protection arrangements, benefits would be provided following a qualified change in control and termination without “cause” by the company or termination by the officer for “good reason” within two years of the change in control. Upon the occurrence of both triggering events, the following benefits would be provided to any affected Named Executive Officer:

  85. POST-EMPLOYMENT COMPENSATION AND CHANGE IN CONTROL PROTECTIONS

    | For Our Chief Executive Officer | For Our Named Executive Officers (except our Chief Executive Officer) | | • Severance equal to three years’ base salary plus three annual bonus payments calculated at a 1.0 payout factor | • Severance equal to two years’ base salary plus two annual bonus payments calculated at a 1.0 payout factor | | • Full vesting of certain insurance and retirement benefits | • Full vesting of certain insurance and retirement benefits | | • Continuation for the three-year severance period of certain other benefits or an equivalent cash payment | • Continuation for the two-year severance period of certain other benefits or an equivalent cash payment |

  86. POST-EMPLOYMENT COMPENSATION AND CHANGE IN CONTROL PROTECTIONS

    In addition to the severance provisions of our change in control compensation protection arrangements, awards under our long-term compensation plans provide for accelerated vesting upon a change in control only if the awards are not assumed or replaced or if the award holder’s employment is also terminated by us (or the surviving entity) without cause or by the award holder with good reason within two years after the change in control. Our change in control compensation protection arrangements do not provide for tax gross-ups for excise taxes imposed because of the “golden parachute” excise tax provisions of Code Sections 280G and 4999. Instead, the arrangements provide that, if excise taxes are imposed because of the golden parachute excise tax provisions of Code Sections 280G and 4999, the Named Executive Officer’s change in control compensation protections will either be cut back to below the level that would trigger the imposition of the excise taxes, or paid in full and subjected to the excise taxes, whichever results in the better after-tax outcome to the Named Executive Officer.

  87. 2023 Summary Compensation Table and Supplemental Tables

    2023 Summary Compensation Table and Supplemental Tables

  88. 2023 Summary Compensation Table and Supplemental Tables

    | Name and Principal Position | Year | (1) Annual Salary | (2) Bonus | (3) Stock Awards | (4) Option Awards | (5) Non-Equity Incentive Plan Compensation | (6) Change in Pension Value and Nonqualified Deferred Compensation Earnings | (7) All Other Compensation | Total Compensation | | J. W. Rumsey, Chair and Chief Executive Officer | 2023 | $1,500,000 | $0 | $6,186,989 | $0 | $3,266,250 | $1,834,671 | $58,158 | $12,846,068 | | | 2022 | $1,062,833 | $0 | $4,478,567 | $0 | $1,532,908 | $0 | $59,103 | $7,133,411 | | | 2021 | $716,667 | $0 | $1,757,020 | $0 | $1,277,983 | $427,832 | $25,829 | $4,205,331 | | N. T. Linebarger, Executive Chairman | 2023 | $670,833 | $0 | $0 | $0 | $3,487,500 | $31,313 | $53,051 | $4,242,697 | | | 2022 | $1,397,917 | $0 | $5,024,835 | $0 | $4,850,425 | $24,768 | $223,106 | $11,521,051 | | | 2021 | $1,575,000 | $0 | $6,879,016 | $0 | $6,225,300 | $465,336 | $501,267 | $15,645,919 | | M. A. Smith, Vice President and Chief Financial Officer | 2023 | $805,000 | $0 | $1,953,902 | $0 | $2,268,500 | $1,549,446 | $32,099 | $6,608,947 | | | 2022 | $735,000 | $0 | $1,255,754 | $0 | $1,251,600 | $0 | $29,814 | $3,272,168 | | | 2021 | $710,000 | $0 | $1,529,756 | $0 | $1,522,150 | $1,237,182 | $28,258 | $5,027,346 | | L.L. Satterthwaite, Senior Vice President | 2023 | $740,000 | $0 | $1,498,066 | $0 | $2,230,100 | $262,392 | $31,279 | $4,761,837 | | | 2022 | $740,000 | $0 | $1,284,831 | $0 | $1,339,900 | $0 | $41,665 | $3,406,396 | | | 2021 | $740,000 | $0 | $5,234,931 | $0 | $1,651,000 | $242,905 | $50,511 | $7,919,347 | | S. R. Barner Vice President and Chief Administrative Officer | 2023 | $715,000 | $0 | $1,042,229 | $0 | $1,890,500 | $405,236 | $51,010 | $4,103,975 | | | 2022 | $695,000 | $750,000 | $837,775 | $0 | $1,039,100 | $0 | $32,986 | $3,354,861 | | M. Boakye, Chief Human Resources Officer | 2023 | $625,000 | $500,000 | $975,845 | $0 | $1,600,000 | $0 | $74,855 | $3,775,700 |

  89. 2023 Summary Compensation Table and Supplemental Tables

    (2) Our annual bonuses are performance based, not discretionary, and are therefore included as Non-Equity Incentive Plan Compensation in the table above. The bonus shown for Mr. Boakye is a one-time special cash payment pursuant to the terms of his offer letter. The bonus was an important part of a competitive compensation package offered to Mr. Boakye to join our company and was intended to facilitate his participation in the Deposit Share Program, although the offer letter did not require that the bonus be used for that purpose. (3) The Stock Awards column represents the fair value on the grant date, computed in accordance with Financial Accounting Standards Board Accounting Standards Codification Topic 718, which we refer to as ASC Topic 718, for stock awards, which were made pursuant to the 2012 Omnibus Incentive Plan, based upon the probable outcome of the performance conditions, consistent with the estimate of aggregate compensation cost to be recognized over the service period determined as of the grant date under ASC Topic 718. Additional information about the assumptions that we used when valuing equity awards is set forth in our Annual Reports on Form 10-K in Note 19 to the Consolidated Financial Statements for 2023. Pursuant to SEC rules, the amounts shown exclude the impact of estimated forfeitures related to service-based vesting conditions. Performance shares are earned based on our financial performance over a three-year period, and the shares earned are not restricted after the performance period. The maximum values of the 2023 awards at the grant date assuming the highest level of performance conditions are attained are as follows: J.W. Rumsey – $12,373,978; N. T. Linebarger – $0; M. A. Smith – $3,907,805; L. L. Satterthwaite – $2,996,131; S. Barner – $2,084,458; M. Boakye – $1,951,690 (4) Starting with the 2021 grant, the Talent Management and Compensation Committee eliminated stock options from the pay mix and weighted performance shares 70% and performance cash 30%. Accordingly, no stock option awards were granted to our NEOs in 2023. (5) The amounts shown in this column for 2023 consist of (i) payments made in March 2024 under the Annual Bonus Plan for 2023 performance and (ii) payments for the performance cash component of our long term incentive compensation program, which were paid in March 2024 based on our 2021-2023 performance. The payments for each Named Executive Officer from these sources were:

  90. 2023 Summary Compensation Table and Supplemental Tables

    | | J. W. Rumsey | N. T. Linebarger | M. A. Smith | L. L. Satterthwaite | S.R. Barner | M. Boakye | | Annual Bonus Plan | 2,231,250 | 0 | 1,368,500 | 1,195,100 | 1,215,500 | 850,000 | | Performance Cash | 1,035,000 | 3,487,500 | 900,000 | 1,035,000 | 675,000 | 750,000 | | TOTAL | 3,266,250 | 3,487,500 | 2,268,500 | 2,230,100 | 1,890,500 | 1,600,000 |

  91. 2023 Summary Compensation Table and Supplemental Tables

    (6) The 2023 aggregate changes in the actuarial present value of each Named Executive Officer’s pension plans and the above market earnings on non-qualified deferred compensation are as follows:

  92. 2023 Summary Compensation Table and Supplemental Tables

    | | J.W.Rumsey | N. T. Linebarger | M. A. Smith | L. L. Satterthwaite | S.R Barner | M. Boakye | | Cummins Inc. Pension Plan A (Qualified) | $51,075 | $(713,575) | $45,687 | $56,000 | $30,000 | $0 | | Cummins Excess Benefit Plan (Non-qualified) | $163,361 | $299,029 | $83,537 | $97,000 | $64,000 | $0 | | Supplemental Life Insurance and Deferred Income Program (Non-qualified) | $1,620,235 | $(47,724) | $1,420,222 | $23,120 | $31,474 | $0 | | Sub-total | $1,834,671 | $(462,270)* | $1,549,446 | $176,120 | $125,474 | $0 | | Above-market earnings on non-qualified deferred compensation: | $0 | $31,313 | $0 | $86,272 | $279,762 | $0 | | TOTAL | $1,834,671 | $31,313 | $1,549,446 | $262,392 | $405,236 | $0 |

  93. 2023 Summary Compensation Table and Supplemental Tables

    The amounts shown in the Change in Pension Value and Nonqualified Deferred Compensation Earnings column and in the table immediately above reflect our Named Executive

  94. 2023 Summary Compensation Table and Supplemental Tables

    | EXECUTIVE COMPENSATION | CUMMINS 2024 PROXY | 51 |

  95. 2023 Summary Compensation Table and Supplemental Tables

    Officers’ years of credited service under our pension plans. “Above market” is defined as the amount of earnings that exceeded 120% of the applicable federal long term rate. The present value of the benefits depends in part on the interest rate used to discount the future benefits under the Plan to their present value. * Because this amount is a negative number, we have treated it as a zero for purposes of the Summary Compensation Table in keeping with SEC regulations. (7) This column consists of the following for 2023:

  96. 2023 Summary Compensation Table and Supplemental Tables

    | | J.W. Rumsey | N. T. Linebarger | M. A. Smith | L. L. Satterthwaite | S.R. Barner | M. Boakye | | Financial Counseling | $13,410 | $13,410 | $13,410 | $10,480 | $13,410 | $15,888 | | Personal use of Company Aircraft | $28,379 | $14,957 | $0 | $0 | $16,107 | $0 | | Life Insurance Costs | $4,319 | $12,635 | $6,639 | $8,749 | $9,443 | $959 | | Relocation | $0 | $0 | $0 | $0 | $0 | $46,457 | | Company Contributions under the Retirement and Savings Plan | $12,050 | $12,050 | $12,050 | $12,050 | $12,050 | $11,550 | | TOTAL | $58,158 | $53,052 | $32,099 | $31,279 | $51,010 | $74,854 |

  97. 2023 Summary Compensation Table and Supplemental Tables

    Personal use of Company Aircraft was calculated using an average indicated hourly cost of $3,835, which is the incremental cost incurred by the company. This cost is calculated based on the company’s annual average fuel cost and other expenses derived from published industry averages. Relocation for Mr. Boakye included a tax gross up of $19,912.98.

  98. 2023 Summary Compensation Table and Supplemental Tables

    | 52 | CUMMINS 2024 PROXY | EXECUTIVE COMPENSATION |

  99. 2023 Summary Compensation Table and Supplemental Tables

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

  100. Grants of Plan-Based Awards in 2023

    Grants of Plan-Based Awards in 2023

  101. Grants of Plan-Based Awards in 2023

    | | | | | | | | | | All Other Stock Awards: Number of Shares or Units (#) | All Other Option Awards: Number of Securities Underlying Options (#) | (4) | | | | | Date of Committee Action | Estimated Future Payouts Under Non-Equity Incentive Plan Awards | | | Estimated Future Payouts Under Equity Incentive Plan Awards | | | | | Exercise or Base Price of Option Awards ($) | Grant Date Fair Value of Stock and Option Awards | | Name | Grant Date | | Threshold ($) | Target ($) | Maximum ($) | Threshold (#) | Target (#) | Maximum (#) | | | | | | J.W. Rumsey | N/A | N/A(1) | $262,500 | $2,625,000 | $5,250,000 | | | | | | | | | | N/A | N/A(2) | $285,000 | $2,850,000 | $5,700,000 | | | | | | | | | | 4/3/23 | 2/13/23(3) | | | | 2,796 | 27,960 | 55,920 | | | | $6,186,989 | | N. T. Linebarger | N/A | N/A(1) | $100,625 | $1,006,250 | $2,012,500 | | | | | | | | | | N/A | N/A(2) | $0 | $0 | $0 | | | | | | | | | | 4/3/23 | 2/13/23(3) | | | | 0 | 0 | 0 | | | | $0 | | M. A. Smith | N/A | N/A(1) | $80,500 | $805,000 | $1,610,000 | | | | | | | | | | N/A | N/A(2) | $90,000 | $900,000 | $1,800,000 | | | | | | | | | | 4/3/23 | 2/13/23(3) | | | | 883 | 8,830 | 17,660 | | | | $1,953,902 | | L. L. Satterthwaite | N/A | N/A(1) | $70,300 | $703,000 | $1,406,000 | | | | | | | | | | N/A | N/A(2) | $69,000 | $690,000 | $1,380,000 | | | | | | | | | | 4/3/23 | 2/13/23(3) | | | | 677 | 6,770 | 13,540 | | | | $1,498,066 | | S.R. Barner | N/A | N/A(1) | $71,500 | $715,000 | $1,430,000 | | | | | | | | | | N/A | N/A(2) | $48,000 | $480,000 | $960,000 | | | | | | | | | | 4/3/23 | 2/13/23(3) | | | | 471 | 4,710 | 9,420 | | | | $1,042,229 | | M. Boakye | N/A | N/A(1) | $50,000 | $500,000 | $1,000,000 | | | | | | | | | | N/A | N/A(2) | $45,000 | $450,000 | $900,000 | | | | | | | | | | 4/3/23 | 2/13/23(3) | | | | 441 | 4,410 | 8,820 | | | | $975,845 |

  102. Grants of Plan-Based Awards in 2023

    (1) Named Executive Officers participate in the annual bonus plan, as described in the Compensation Discussion and Analysis. The payout is calculated based on a formula approved by the Talent Management and Compensation Committee annually. Each participant is assigned a participation rate as a percent of salary. For purposes of this plan, our performance is measured by EBITDA weighted at 70% and operating cash flow weighted at 30% as defined by the plan. The annual bonus is calculated as follows: (Annual Bonus) equals (Annual Base Salary Paid for calendar year) times (participation percentage assigned to each NEO) times (Payout Factor). The Payout Factor could range from zero to 2.0, in increments of 0.1. (2) In 2023, we made target performance cash awards, expressed as dollar amounts, as part of our long term incentive compensation program under our 2012 Omnibus Incentive Plan. A multiple of the target award is earned based on our 2023-2025 performance for Return on Invested Capital (ROIC), weighted at 80%, and EBITDA, weighted at 20%. The amount earned and paid under the three year target award can range from zero to 200% of the target award amount. The target award will be earned if our ROIC and EBITDA levels for 2023-2025 are equal to the targeted ROIC and EBITDA levels established for that period as described in the Compensation Discussion and Analysis. The Threshold Payment (10% of the target award) will be earned if our ROIC is 70% of the targeted ROIC for the period and EBITDA is 85% of the targeted EBITDA for the period. The maximum payment (200% of the target award) will be earned if our ROIC is 30% above the targeted ROIC for the period and EBITDA is 15% above the targeted EBITDA for the period. To the extent earned, payments will be made in March 2026. (3) In 2023, we made target awards of performance shares under our 2012 Omnibus Incentive Plan. The awards are expressed as a target number of shares of our Common Stock. Shares are earned based on our ROIC and EBITDA performance during 2023-2025, based on the same measures as established for the target performance cash awards. The number of shares earned can range from zero to 200% of the target award number of shares. The target award number of shares will be earned if our ROIC and EBITDA for 2023-2025 are equal to the targeted ROIC and EBITDA levels established for the period as described in the Compensation Discussion and Analysis. Dividends are payable only at the conclusion of the performance period on the shares that become earned. The April 3, 2023 grant date fair value for performance shares, based upon probable outcome of the performance conditions to which they are subject, is $221.28/ share, which is consistent with the estimate of aggregate compensation costs to be recognized over the service period determined as of the grant date under ASC Topic 718 (excluding the effect of estimated forfeitures).

  103. Grants of Plan-Based Awards in 2023

    | EXECUTIVE COMPENSATION | CUMMINS 2024 PROXY | 53 |

  104. Grants of Plan-Based Awards in 2023

    The following two tables are intended to enhance understanding of equity compensation that has been previously awarded, including awards that remained outstanding, as of December 31, 2023, and amounts realized on equity compensation during the last year as a result of the vesting or exercise of equity awards.

  105. Outstanding Equity Awards at 2023 Year-End

    Outstanding Equity Awards at 2023 Year-End

  106. Outstanding Equity Awards at 2023 Year-End

    | Name | Number of Securities Underlying Unexercised Options (#) Exercisable | Number of Securities Underlying Unexercised Options (#) Unexercisable | Option Exercise Price ($) | Option Expiration Date | Number of Shares or Units of Stock That Have Not Vested (#) | Market Value of Shares or Units of Stock That Have Not Vested ($) | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#)(3) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($)(4) | | J.W. Rumsey | 13,320(1) | | $142.12 | 4/6/2030 | — | $— | 51,000 | $12,218,070 | | | 1,235 (11) | | $166.18 | 10/16/2029 | | | | | | | 12,330(2) | | $163.43 | 4/4/2029 | | | | | | | 6,950(5) | | $160.10 | 4/3/2028 | | | | | | | 8,760(6) | | $149.72 | 4/3/2027 | | | | | | | 11,640(7) | | $109.09 | 4/4/2026 | | | | | | | 1,340 (12) | | $128.05 | 8/15/2025 | | | | | | | 2,680(8) | | $136.82 | 4/2/2025 | | | | | | | 350 (13) | | $154.35 | 7/1/2024 | | | | | | | 1,070(9) | | $149.34 | 4/2/2024 | | | | | | N.T. Linebarger | 95,920(1) | | $142.12 | 7/31/2028 | — | $— | 5,376 | $1,287,928 | | | 98,670(2) | | $163.43 | 7/31/2028 | | | | | | | 61,700(5) | | $160.10 | 4/3/2028 | | | | | | | 85,050(6) | | $149.72 | 4/3/2027 | | | | | | | 131,920(7) | | $109.09 | 4/4/2026 | | | | | | | 60,780(8) | | $136.82 | 4/2/2025 | | | | | | | 44,890(9) | | $149.34 | 4/2/2024 | | | | | | M. A. Smith | 21,310(1) | | $142.12 | 4/6/2030 | — | $— | 15,740 | $3,770,832 | | | 21,580(2) | | $163.43 | 4/4/2029 | | | | | | | 6,080(5) | | $160.10 | 4/3/2028 | | | | | | | 4,380(6) | | $149.72 | 4/3/2027 | | | | | | | 970 (10) | | $114.13 | 6/1/2026 | | | | | | | 4,360(7) | | $109.09 | 4/4/2026 | | | | | | | 1,790(8) | | $136.82 | 4/2/2025 | | | | | | | 1,070(9) | | $149.34 | 4/2/2024 | | | | | | L. L. Satterthwaite | 24,510(1) | | $142.12 | 4/6/2030 | — | $— | 18,248 | $4,371,673 | | | 9,250 (11) | | $166.18 | 10/16/2029 | | | | | | | 15,420(2) | | $163.43 | 4/4/2029 | | | | | | | 10,860(5) | | $160.10 | 4/3/2028 | | | | | | | 15,630(6) | | $149.72 | 4/3/2027 | | | | | | | 24,250(7) | | $109.09 | 4/4/2026 | | | | | | | 11,170(8) | | $136.82 | 4/2/2025 | | | | |

  107. Outstanding Equity Awards at 2023 Year-End

    | 54 | CUMMINS 2024 PROXY | EXECUTIVE COMPENSATION |

  108. Outstanding Equity Awards at 2023 Year-End

    | Name | Number of Securities Underlying Unexercised Options (#) Exercisable | Number of Securities Underlying Unexercised Options (#) Unexercisable | Option Exercise Price ($) | Option Expiration Date | Number of Shares or Units of Stock That Have Not Vested (#) | Market Value of Shares or Units of Stock That Have Not Vested ($) | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#)(3) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($)(4) | | S. R. Barner | 15,990(1) | | $142.12 | 4/6/2030 | — | $— | 9,320 | $2,232,792 | | | 12,978(2) | | $163.43 | 4/4/2029 | | | | | | | 9,560(5) | | $160.10 | 4/3/2028 | | | | | | M. Boakye | N/A | | N/A | N/A | — | $— | 9,020 | $2,160,921 |

  109. Outstanding Equity Awards at 2023 Year-End

    (1) These stock options were granted on April 6, 2020 and vested and became exercisable with respect to all of the underlying shares of our Common Stock on the third anniversary of the grant date. (2) These stock options were granted on April 4, 2019 and vested and became exercisable with respect to all of the underlying shares of our Common Stock on the third anniversary of the grant date. (3) Target awards of performance shares were granted in April 2022 and April 2023 to be earned in a multiple ranging from zero to two times the target awards, based on our performance during 2022-2024 and 2023-2025, respectively. The performance shares earned from the April and November 2022 grants will be awarded in March 2025, and the performance shares earned from the April 2023 grants will be awarded in March 2026. Performance for the 2022-2024 period in the aggregate as well as for 2023 alone were at target; therefore, the target amounts are shown for the April 2022 and April 2023 grants. (4) The price per share used to calculate the market value was $239.57 the unadjusted closing price of our Common Stock on the NYSE on December 29, 2023, the last trading day of the year. (5) These stock options were granted on April 3, 2018 and vested and became exercisable with respect to all of the underlying shares of our Common Stock on the third anniversary of the grant date. (6) These stock options were granted on April 3, 2017 and vested and became exercisable with respect to all of the underlying shares of our Common Stock on the third anniversary of the grant date. (7) These stock options were granted on April 4, 2016 and vested and became exercisable with respect to all of the underlying shares of our Common Stock on the third anniversary of the grant date. (8) These stock options were granted on April 2, 2015 and vested and became exercisable with respect to all of the underlying shares of our Common Stock on the third anniversary of the grant date. (9) These stock options were granted on April 2, 2014 and vested and became exercisable with respect to all of the underlying shares of our Common Stock on the third anniversary of the grant date. (10) These stock options were granted on June 1, 2016 and vested and became exercisable with respect to all of the underlying shares of our Common Stock on the third anniversary of the grant date. (11) These stock options were granted on October 16, 2019 and vested and became exercisable with respect to all of the underlying shares of our Common Stock on the third anniversary of the grant date. (12) These stock options were granted on August 15, 2015 and vested and became exercisable with respect to all of the underlying shares of our Common Stock on the third anniversary of the grant date. These stock options were granted on July 1, 2014 and vested and became exercisable with respect to all of the underlying shares of our Common Stock on the third anniversary of the grant date.

  110. Outstanding Equity Awards at 2023 Year-End

    | EXECUTIVE COMPENSATION | CUMMINS 2024 PROXY | 55 |

  111. Outstanding Equity Awards at 2023 Year-End

    The outstanding awards of performance shares as of December 31, 2023 for the 2022-2024 and 2023-2025 award cycles, shown at target, were as follows:

  112. Outstanding Equity Awards at 2023 Year-End

    | Name | Grant Year | Number of Units of Performance Shares | Number of Units of Performance Shares | | J.W. Rumsey | 2023 | 27960 | 27960 | | | 2022 | 23040 | 23040 | | N. T. Linebarger | 2023 | 0 | 0 | | | 2022 | 5376 | 5376 | | M. A. Smith | 2023 | 8830 | 8830 | | | 2022 | 6,910 | 6910 | | L. L. Satterthwaite | 2023 | 6770 | 6770 | | | 2022 | 7,070 | 7070 | | S.R. Barner | 2023 | 4710 | 4710 | | | 2022 | 4,610 | 4610 | | M. Boakye | 2023 | 4410 | 4410 | | | 2022 | 4,610 | 4610 |

  113. Option Exercises and Stock Vested in 2023

    Option Exercises and Stock Vested in 2023

  114. Option Exercises and Stock Vested in 2023

    | Name | (1) Number of Shares Acquired on Exercise (#) | (2) Value Realized on Exercise ($) | (3) Number of Shares Acquired on Vesting (#) | (4) Value Realized on Vesting ($) | | J.W. Rumsey | 1,430 | $197,626 | 2,556 | $636,981 | | N. T. Linebarger | — | — | 18,396 | $4,584,467 | | M. A. Smith | — | — | 4,086 | $1,018,272 | | L. L. Satterthwaite | — | — | 4,698 | $1,170,789 | | S.R. Barner | 11,469 | $1,440,765 | 3,069 | $764,825 | | M. Boakye | — | — | — | — |

  115. Option Exercises and Stock Vested in 2023

    (1) Represents the gross number of shares acquired upon exercise of vested options without taking into account any shares that may be withheld to cover option exercise price or applicable tax obligations. (2) Represents the value of exercised options calculated by multiplying (i) the number of shares of our Common Stock to which the exercise of the option related, by (ii) the difference between the per share unadjusted closing price of our Common Stock on the NYSE on the date of exercise and the exercise price of the options. (3) Target awards of performance shares were granted in April 2020 to be earned in a multiple ranging from zero to two times the target award, based on our performance during 2020-2022. These performance shares were earned and became vested on March 1, 2023. The number of shares disclosed represents the gross number of shares acquired upon vesting without taking into account any shares that may be withheld to cover applicable tax obligations. The values realized on vesting for the performance shares were calculated using the unadjusted closing price of our Common Stock on March 1, 2023 ($249.21).

  116. Option Exercises and Stock Vested in 2023

    | 56 | CUMMINS 2024 PROXY | EXECUTIVE COMPENSATION |

  117. Pension Benefits for 2023

    Pension Benefits for 2023

  118. Pension Benefits for 2023

    | Name | Plan Name | Number of Years Credited Service (#) | Present Value of Accumulated Benefit ($) | Payments During Last Fiscal Year ($) | | J.W. Rumsey | Cummins Pension Plan (Qualified) | 23 | $386,258 | $0 | | | Excess Benefit Retirement Plan (Non-qualified) | 23 | $510,515 | $0 | | | Supplemental Life Insurance and Deferred Income Plan (Non-qualified) | 23 | $5,173,733 | $0 | | N. T. Linebarger | Cummins Pension Plan (Qualified) | 30 | $0 | $712,490 | | | Excess Benefit Retirement Plan (Non-qualified) | 30 | $3,711,454 | $0 | | | Supplemental Life Insurance and Deferred Income Plan (Non-qualified) | 30 | $33,882,289 | $1,136,361 | | M. A. Smith | Cummins Pension Plan (Qualified) | 28 | $411,942 | $0 | | | Excess Benefit Retirement Plan (Non-qualified) | 28 | $423,768 | $0 | | | Supplemental Life Insurance and Deferred Income Plan (Non-qualified) | 28 | $6,461,739 | $0 | | L. L. Satterthwaite | Cummins Pension Plan (Qualified) | 35 | $825,000 | $0 | | | Excess Benefit Retirement Plan (Non-qualified) | 35 | $1,025,000 | $0 | | | Supplemental Life Insurance and Deferred Income Plan (Non-qualified) | 35 | $8,255,301 | $0 | | S.R. Barner | Cummins Pension Plan (Qualified) | 12 | $231,000 | $0 | | | Excess Benefit Retirement Plan (Non-qualified) | 12 | $520,000 | $0 | | | Supplemental Life Insurance and Deferred Income Plan (Non-qualified) | 12 | $7,318,738 | $0 | | M.R. Boakye | Cummins Pension Plan (Qualified) | 1 | $0 | $0 | | | Excess Benefit Retirement Plan (Non-qualified) | 1 | $0 | $0 | | | Supplemental Life Insurance and Deferred Income Plan (Non-qualified) | 1 | $0 | $0 |

  119. ACCELERATED SERP FORMULA FOR EXECUTIVES HIRED MID-CAREER

    ACCELERATED SERP FORMULA FOR EXECUTIVES HIRED MID-CAREER For some officers who joined our company mid-career, the SERP benefit is calculated at an accelerated rate, requiring one-half the service necessary for other participants. Ms. Barner was placed on the mid-career SERP plan upon joining Cummins in 2012. Mr. Boakye was placed on the mid-career SERP plan upon joining Cummins in 2022. The accelerated formula provides a target benefit based on 4% for the first 10 years and 2% for the next five years of service, with a maximum of 50% of Five-Year Average Pay after fifteen years of service. Eligibility for immediate commencement of unreduced benefits is achieved when age and service total 70 (minimum age 58 and 10 years of service). Otherwise, for participants who are no longer our employees, unreduced benefits may commence at age 60 or as early as age 55, but reduced .333% for each month age at commencement precedes age 60.

  120. NON-QUALIFIED DEFERRED COMPENSATION PLAN

    NON-QUALIFIED DEFERRED COMPENSATION PLAN Our Deferred Compensation Plan permits deferral of up to 100% of base salary, annual bonus, and/or performance cash awards under our long-term incentive compensation program. Each of our NEOs’ Deferred Compensation Plan account balances earn income based on the performance of the investment option(s) that the NEO selects for his or her account. Investment options within our Deferred Compensation Plan are substantially similar to the investment choices available in our 401(k) plan. However, participants may also have a balance in other legacy investment options: the 10-Year Treasury Bill + 4%, the 10-Year Treasury Bill + 2%, Barclays Capital U.S. Government/Credit Bond Index and Standard & Poor’s 500 Index.

  121. NON-QUALIFIED DEFERRED COMPENSATION PLAN

    | 58 | CUMMINS 2024 PROXY | EXECUTIVE COMPENSATION |

  122. NON-QUALIFIED DEFERRED COMPENSATION PLAN

    The investment options within our Deferred Compensation Plan had the following annual returns in 2023:

  123. NON-QUALIFIED DEFERRED COMPENSATION PLAN

    | Account Crediting Option | 2023 Annual Return | | Advisor Managed Portfolio – Conservative Allocation | 8.26% | | Advisor Managed Portfolio – Moderate Allocation | 10.78% | | Advisor Managed Portfolio – Moderate Growth Allocation | 13.37% | | Advisor Managed Portfolio – Growth Allocation | 15.36% | | Advisor Managed Portfolio – Aggressive Allocation | 17.29% | | Ten Year Treasury Note + 2% | 5.96% | | Ten Year Treasury Note + 4% | 7.96% | | Fidelity VIP Gov’t Money Market – Initial Class | 4.88% | | Fidelity VIP Bond Index-Initial Class | 5.47% | | Fidelity VIP Investment Grade Bond – Initial Class | 6.20% | | Barclays Capital U.S. Government/Credit Bond Index | 5.97% | | DFA VA U.S. Large Value | 10.92% | | Schwab S&P 500 Index | 26.22% | | Standard & Poor’s 500 Index | 24.23% | | American Funds IS Growth – Class 1* | n/a | | DFA VA U.S. Targeted Value | 20.03% | | Thrivent Series Small Cap Index | 15.79% | | Lord Abbett Series Developing Growth – Class VC | 8.17% | | DFA VA International Value** | n/a | | Fidelity VIP International Index-Initial Class | 16.16% | | Vanguard VIF International | 14.65% |

  124. NON-QUALIFIED DEFERRED COMPENSATION PLAN

    * Calendar Qtr Endind Dec 2023 Rate is 14.69% ** Calendar Qtr Endind Dec 2023 Rate is 6.46% Investment options may be changed daily. At the time of the election to defer, the participant chooses the time and the form of distribution. The participant may elect to have distributions begin on a specified date or following retirement. Distributions will also commence on any other separation from service, or upon death or a change of control.

  125. Non-Qualified Deferred Compensation in 2023

    Non-Qualified Deferred Compensation in 2023

  126. Non-Qualified Deferred Compensation in 2023

    | Name | Executive Contributions in Last Fiscal Year | Registrant Contributions in Last Fiscal Year ($) | (1) Aggregate Earnings in Last Fiscal Year ($) | Aggregate Withdrawals/ Distributions ($) | (2) Aggregate Balance at Last Fiscal Year End ($) | | J.W. Rumsey | $0 | $0 | $0 | $0 | $0 | | N. T. Linebarger | $0 | $0 | $417,429 | $429,487 | $6,472,873 | | M. A. Smith | $0 | $0 | $0 | $0 | $0 | | L. L. Satterthwaite | $0 | $0 | $126,437 | $0 | $611,277 | | S.R. Barner | $357,500 | $0 | $553,149 | $0 | $4,904,979 | | M. Boakye | $0 | $0 | $0 | $0 | $0 |

  127. Non-Qualified Deferred Compensation in 2023

    (1) Amounts included in the above table that were also reported in the “Change in Pension Value and Non Qualified Deferred Compensation Earnings” column of the Summary Compensation Table as “Above market earnings” for the Non Qualified Deferred Compensation Plan for each Named Executive Officer are: J.W. Rumsey $0; N. T. Linebarger $31,313; M. A. Smith $0; L. L. Satterthwaite $86,272; S.R. Barner $279,762; M. Boakye $0. Amounts included in this column that have been reported in the Summary Compensation Table since 2006 for each Named Executive Officer are: J.W. Rumsey $0; N. T. Linebarger $4,224,731; M. A. Smith $0; L. L. Satterthwaite $650,615; S.R. Barner $1,126,502; M. Boakye $0.

  128. Non-Qualified Deferred Compensation in 2023

    | EXECUTIVE COMPENSATION | CUMMINS 2024 PROXY | 59 |

  129. Potential Payments Upon Termination or Change in Control

    Potential Payments Upon Termination or Change in Control

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

    POTENTIAL PAYMENTS UPON TERMINATION OF EMPLOYMENT OTHER THAN FOLLOWING A CHANGE IN CONTROL The following tables summarize the estimated payments to be made to Named Executive Officers under provisions of plans or established practice in the event of termination of employment including resignation, involuntary termination, involuntary termination for cause, retirement, death and disability other than following a change in control. Termination for cause includes and is not limited to: violation of our Treatment of Others Policy, violation of the Code of Business Conduct, theft or other acts of dishonesty, willful destruction of our property, refusal to obey a supervisor’s reasonable instructions, conduct endangering the safety of employees or co-workers, falsification of our documents, or violation of our other rules or policies. We only report amounts where vesting requirements are waived and/or time of payment is accelerated, or benefits that are not generally available to our other exempt employees. Also, information is not repeated that is disclosed previously under the Pension Benefits Table, the Deferred Compensation Table, or the Outstanding Equity Awards Table, except to the extent that the amounts payable to the Named Executive Officer would be enhanced by the termination event described. The amounts shown assume the terminating event occurred on the last business day of 2023, and that the price per share of our Common Stock is the closing price as of that date, $239.57.

  131. PAY RATIO DISCLOSURE

    PAY RATIO DISCLOSURE As required by Section 953(b) of the Dodd-Frank Wall Street Reform and Consumer Protection Act and the regulations of the Securities and Exchange Act implementing Section 953(b), the ratio of the compensation of our Chief Executive Officer compared to the compensation of our median employee in 2023 is set forth below. Ms. Rumsey’s compensation (as reported in the Summary Compensation Table) for 2023 was 201 times the similarly calculated compensation of our median employee. The compensation amounts used to calculate the ratio are as follows:

  132. PAY RATIO DISCLOSURE

    | 2023 Annual Total Compensation | | | J. W. Rumsey | $12,846,068 | | Median Employee | $63,827 |

  133. PAY RATIO DISCLOSURE

    To identify our median employee, we began by reviewing the 2023 annual base salary and hourly wages plus target variable compensation (target total cash compensation) of all Cummins employees globally, including all full-time and part-time employees who were on Cummins’ payroll as of December 31, 2023. Approximately 42% of the headcount is located in the U.S. We did not annualize the base salaries or hourly wages of permanent employees who had been employed by Cummins for less than the full year. We converted the annual target total cash compensation of all employees to United States dollars to aid in the identification of the median employee. We selected the median employee from among a group of employees with the same target total cash compensation by taking into account other pay elements and excluding those with anomalous characteristics. While we design our compensation programs to reflect the local market practices in each country in which we operate, we strive to target, on average, market median pay for all employees globally.

  134. PAY RATIO DISCLOSURE

    | 66 | CUMMINS 2024 PROXY | EXECUTIVE COMPENSATION |

  135. PAY VERSUS PERFORMANCE DISCLOSURE

    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 Pay vs. Performance disclosure below provides an additional perspective on pay and performance alignment. As required by section 953(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act, and item 402(v) of regulation s-k under the securities act, we are providing the following information about the relationship between “compensation actually paid,” herein referred to as “CAP” to our CEO and our other NEOs as compared to the company’s total shareholder return (TSR), the TSR of our selected peer group, our GAAP net income, and our company-selected performance measure, EBITDA. For further information concerning the company’s performance-based approach to executive compensation and how the company aligns executive compensation with the company’s performance, refer to the CD&A of this proxy statement.

  136. 2023 Pay Vs. Performance Table

    2023 Pay Vs. Performance Table

  137. 2023 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) | | | | 2023 | $12,846,068 | $12,821,542 | N/A | N/A | $4,698,631 | $4,035,580 | $148.9 | $186.7 | $735 | $3,017 | | 2022 | $7,133,411 | $8,912,042 | $11,521,051 | $6,424,086 | $3,223,819 | $4,301,797 | $146.4 | $154.5 | $2,151 | $3,799 | | 2021 | N/A | N/A | $15,645,919 | $17,265,880 | $5,560,018 | $4,868,941 | $128.3 | $146.1 | $2,131 | $3,251 | | 2020 | N/A | N/A | $17,291,581 | $27,870,614 | $4,213,127 | $4,975,391 | $130.5 | $124.2 | $1,789 | $3,108 |

  138. 2023 Pay Vs. Performance Table

    (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: – 2023: S.R. Barner, M. Boakye, N.T. Linebarger, L.L. Satterthwaite, and M.A. Smith – 2022: S.R. Barner, T.A. Embree, S. Padmanabhan, L.L. Satterthwaite, and M.A. Smith – 2021: J.W. Rumsey, S. Padmanabhan, L.L. Satterthwaite, and M.A. Smith – 2020: M.M. Rose, S. Padmanabhan, L.L. 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 and is calculated using a base date of December 31, 2019. In 2023, we re-evaluated our peer group and chose to include companies that participate in similar end-markets and have similar businesses. Dana Incorporated was added to provide exposure to similar products including e-axles, drivetrain components and transmissions and electric and hybrid products, while Donaldson Company Inc. was removed due to the IPO of Atmus (formerly our filtration business) into a separate publicly traded company. Our revised peer group is summarized in the CD&A of this proxy statement. The indexed TSR value for 2023 under our prior 2022 Custom Peer Group would have been $186.3. (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. 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:

  139. 2023 Pay Vs. Performance Table

    | EXECUTIVE COMPENSATION | CUMMINS 2024 PROXY | 67 |

  140. 2023 Adjustments Made to Calculate CAP

    | | | | Pension Benefits & NQDC | | | | Equity Awards | | | | | | Executives | SCT Total Pay | 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 | CAP Total | | CEO (Rumsey) | $12,846,068 | ($1,834,671) | $29,567 | $0 | ($6,186,989) | $6,285,193 | $2,008,729 | ($326,355) | $0 | $0 | $12,821,542 | | Non-CEO NEOs (avg) | $4,698,631 | ($449,677) | $155,169 | $37,666 | ($1,094,008) | $1,111,373 | $1,318,935 | ($539,165) | ($1,203,344) | $0 | $4,035,580 |

  141. RELATIONSHIP BETWEEN COMPENSATION ACTUALLY PAID (CAP) AND PERFORMANCE MEASURES

    RELATIONSHIP BETWEEN COMPENSATION ACTUALLY PAID (CAP) AND PERFORMANCE MEASURES The Pay versus Performance table above and graphs below demonstrate that our NEOs’ CAP is aligned with our company’s performance over time. To normalize for a change in our CEO incumbent in 2022, Ms. Rumsey’s and Mr. Linebarger CAP are combined for FY22. CEO and NEO pay is generally aligned with our TSR, Net Income, and EBITDA. However, NEO incumbent changes and year over year performance results compared to CAP encompassing four years of performance may distort results in any given year. Our CAP for 2020 was higher than that for 2021 and 2022 because our stock price increased during 2020, which increased the value of outstanding stock options. We discontinued the granting of stock options as a component of our normal long-term incentive program beginning in 2021. In 2023, CAP to our CEO and NEOs declined modestly in conjunction with a relatively flat TSR. This reduction in CEO CAP was due to two factors: (1) 2023 represents the first full year of compensation for our current CEO, Ms. Rumsey, whose CAP was lower than that of our prior CEO, Mr. Linebarger; and (2) Ms. Rumsey’s actual bonus was reduced by $2.231 million, which took into account the Agreement in Principle to resolve certain regulatory claims regarding our emissions certification and compliance process for certain engines primarily used in pick-up truck applications. The reduction in average NEO CAP was due to changes in NEOs. 2022 CEO CAP in the above charts reflects the combined compensation for our former CEO, N. Thomas Linebarger, who served as CEO until August 1, 2022, and our new CEO, Jennifer W. Rumsey who became CEO on that date.

  142. RELATIONSHIP BETWEEN COMPENSATION ACTUALLY PAID (CAP) AND PERFORMANCE MEASURES

    | 68 | CUMMINS 2024 PROXY | EXECUTIVE COMPENSATION |

  143. RELATIONSHIP BETWEEN COMPENSATION ACTUALLY PAID (CAP) AND PERFORMANCE MEASURES

    As shown in the graph below, our company’s TSR has historically tracked that for our Custom Peer Group; however, in 2023, the TSR of our peer group exceeded that of Cummins.

  144. Tabular List of Performance Measures

    | DIRECTOR COMPENSATION | CUMMINS 2024 PROXY | 69 |

  145. Annual Compensation

    | 70 | CUMMINS 2024 PROXY | DIRECTOR COMPENSATION |

  146. Annual Compensation

    | Name | (1) Fees Earned or Paid in Cash ($) | (2) Stock Awards ($) | (3) Change in Pension Value and Non Qualified Deferred Compensation Earnings | (4) All Other Compensation | Total | | R. J. Bernhard(5) | $140,000 | $174,868 | $32,208 | $0 | $347,076 | | B. V. Di Leo Allen | $140,000 | $174,868 | $0 | $0 | $314,868 | | S. B. Dobbs | $155,000 | $174,868 | $0 | $36,500 | $366,368 | | C.A. Harris(5) | $155,000 | $174,868 | $5,842 | $0 | $335,710 | | T. J. Lynch | $190,000 | $174,868 | $0 | $0 | $364,868 | | W. I. Miller(7) | $140,000 | $174,868 | $50,703 | $0 | $365,571 | | G. R. Nelson(5) | $165,000 | $174,868 | $5,914 | $0 | $345,782 | | K.A.Nelson(5) | $140,000 | $174,868 | $0 | $50,000 | $364,868 | | K. H.Quintos | $140,000 | $174,868 | $29,127 | $0 | $343,995 | | G.L. Belske(5) | $165,000 | $174,868 | $0 | $40,000 | $379,868 | | D.W. Fisher(5)(6) | $93,333 | $116,444 | $1,525 | $0 | $211,302 |

  147. Annual Compensation

    (1) Fees Earned or Paid in Cash were as follows:

  148. Annual Compensation

    | Director | Board Retainer | Lead Director Fee | Committee Chaired | Committee Chair Fees | Total | | R. J. Bernhard | $140,000 | $0 | | $0 | $140,000 | | B. V. Di Leo Allen | $140,000 | $0 | | $0 | $140,000 | | S. B. Dobbs | $140,000 | $0 | Safety, Environment, and Technology | $15,000 | $155,000 | | C.A. Harris | $140,000 | $0 | Finance | $15,000 | $155,000 | | T. J. Lynch | $140,000 | $35,000 | Governance and Nominating | $15,000 | $190,000 | | W. I. Miller | $140,000 | $0 | | $0 | $140,000 | | G. R. Nelson | $140,000 | $0 | Talent Management and Compensation | $25,000 | $165,000 | | K.A.Nelson | $140,000 | $0 | | $0 | $140,000 | | K.H. Quintos | $140,000 | $0 | | $0 | $140,000 | | G.L. Belske | $140,000 | $0 | Audit | $25,000 | $165,000 | | D. W. Fisher | $93,333 | $0 | | $0 | $93,333 |

  149. Annual Compensation

    (2) The stock awards column represents the aggregate grant date fair value of the awards, which is $231.0010/share and $231.0400/share for D.W. Fisher who joined the board in October of 2023. The aggregate grant date fair value was computed in accordance with ASC Topic 718, excluding any impact from an election to defer the award. The assumptions made in valuing stock awards for 2023 are included in the Note 20 to Consolidated Financial Statements in our 2023 Annual Report on Form 10 K and such information is incorporated by reference. The stock value represents 55 percent of the annual retainer. The number of shares is calculated by dividing the target value by the preceding 20 day average closing price of our Common Stock on the NYSE on the grant date, rounded down to the nearest whole share. Each director was awarded 757 shares of stock. The shares were granted using a value of $231.0010, the preceding 20 day average of closing prices of our Common Stock on the NYSE on the grant date of May 9, 2023. D.W. Fisher was awarded 504 shares of stock. The shares were granted using a value of $231.04, the preceding 20 day average of closing prices of our Common Stock on the NYSE on the grant date of October 9, 2023. (3) These amounts represent “Above Market” earnings in the Deferred Compensation Plan, as described above. “Above market” is defined as the amount of earnings that exceeded 120% of the applicable federal long term rate published by the U.S. Internal Revenue Service. (4) These amounts represent our match of directors’ contributions for a program under which we match contributions, up to $50,000 per individual, to a designated charitable non-profit organization. (5) R. J. Bernhard, G. R. Nelson, K.A.Nelson, C. Harris, and G.L. Belske elected to defer 100% of the 2023 Stock Award. D.W. Fisher elected to defer 50% of the 2023 Stock Award. The value of these Stock Awards is included in this table. R. J. Bernhard elected to defer 100% and D.W. Fisher and C. Harris elected to defer 50% of their fees paid in cash in 2023. (6) D.W. Fisher joined our Board on Oct. 9, 2023. As part of our overall support of charitable and educational institutions, we previously established the Cummins Inc. Charitable Bequest Program in which directors first elected prior to 2004 are eligible to participate. Only W. I. Miller currently participates in this program. Following the death of such director, we will donate 10 equal annual installments of $100,000 to one or more qualifying institutions designated by such director. The obligations under this program are funded by life insurance policies that have been fully paid. As a result, there was no cost associated with the program in 2023. Directors do not receive any direct financial benefit from the program since all charitable deductions accrue to us.

  150. Annual Compensation

    | ADVISORY VOTE ON THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS | CUMMINS 2024 PROXY | 71 |

  151. Annual Compensation

    ADVISORY VOTE ON THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS