DEF 14A of Cummins Inc, Mar 31, 2025

DEF 14A of Cummins Inc

Filed Mar 31, 2025 · FY20240001104659-25-029877

Open on EDGAR

  1. 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 | Corporate Plan: 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 | | | | Hybrid Corporate/Accelera Plan: EBITDA weighted at 35%, Operating Cash Flow weighted at 15%, Accelera Revenue weighted at 20% and Accelera Strategic Scorecard | Accelera revenue and strategic measures provide a focus on the unique elements critical to establishing our position in zero emissions technologies, which will |

  2. EXECUTIVE COMPENSATION ELEMENTS

    | Compensation Element | Form of Payment | Performance Metrics | Rationale | | | | weighted at 30% | contribute to our future growth as markets adopt hydrogen and electric solutions; maintaining an equal weighting between Cummins and Accelera results ensures that incentives are linked appropriately to the results of both the entire enterprise and the Accelera segment | | Long-term incentive compensation | Performance cash (30%) and Performance shares (70%) | Corporate Plan: 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. | | | | Hybrid Corporate/Accelera Plan: ROIC, weighted at 40%, EBITDA, weighted at 10%, and Accelera Cumulative Revenue, weighted at 50%, over a three-year period | Accelera cumulative revenue provides an incentive for continued growth in zero emissions technologies, which are aligned with our Destination Zero strategy and will contribute to future growth as markets adopt hydrogen and electric solutions; maintaining an equal weighting between Cummins and Accelera results ensures that incentives are linked appropriately to the results of both the entire enterprise and the Accelera segment |

  3. EXECUTIVE COMPENSATION ELEMENTS

    In addition to the core compensation elements described above, in 2024, we approved special equity awards consisting of performance-based restricted stock units to certain of our Named Executive Officers, and implemented a Deposit Share Program under which participants, including our Named Executive Officers, could earn matching grants of time-vesting restricted stock units. These elements are described below under “Special Equity Awards and Deposit Share Program.”

  4. TARGET COMPENSATION MIX

    TARGET COMPENSATION MIX We believe a significant amount of compensation for our most senior executives should be incentive-based and therefore at risk. TARGET TOTAL DIRECT COMPENSATION MIX* — FISCAL YEAR 2024 Target direct compensation consists of salary, target annual bonus and the target value of performance shares and performance cash awards granted in 2024. It does not include the value of the special equity awards consisting of performance-based restricted stock units made to certain of our Named Executive Officers in 2024 or the value of matching grants under the Deposit Share Program, each as described below under “Special Equity Awards and Deposit Share Program.”

  5. Corporate Governance Overview

    Corporate Governance Overview

  6. 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 & 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 regular reviews 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 and ESG issues | | Board Refreshment • 9 new directors added to Board since 2015 • Director nominees represent different backgrounds, experiences and perspectives • 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 2024 • 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. In 2024, individual directors visited 5 different locations in 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 |

  7. Corporate Governance Overview

    | 8 | CUMMINS 2025 PROXY | CORPORATE GOVERNANCE |

  8. 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.

  9. Nominees for Board of Directors

    | ELECTION OF DIRECTORS | CUMMINS 2025 PROXY | 17 |

  10. Nominees for Board of Directors

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

  11. Nominees for Board of Directors

    | Director Since: 2022 Age: 51 Board Committees: Executive | JENNIFER W. RUMSEY—Chair of the Board and Chief Executive Officer, Cummins Inc. | | | Ms. Rumsey was elected Chair of the Board effective August 1, 2023 and has been Chief Executive Officer since August 1, 2022. Ms. Rumsey was President and Chief Operating Officer from March 2021-August 2022. Ms. Rumsey was Vice President and President of our Components Segment 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 when she joined Cummins in 2000. Ms. Rumsey is a member of the Society of Women Engineers, Society of Automotive Engineers and Women in Trucking Association. She holds a B.S. in Mechanical Engineering from Purdue University and an M.S. in Mechanical Engineering from Massachusetts Institute of Technology. Ms. Rumsey has been a director of Hillenbrand, Inc. since 2020. Summary of Qualifications, Skills and Experience: As Chair and CEO of Cummins, Ms. Rumsey oversees all aspects of Cummins’ international operations, growth initiatives and the long-term company strategy supporting the transition to decarbonized power. She has deep experience in technology, engineering, manufacturing, and sales and marketing through her various leadership roles at a Fortune 500 company in the automotive and transportation industry. Ms. Rumsey provides global perspectives informed by her leadership of a company operating in approximately 190 countries. Her background includes product life cycle management, from advanced research to current product support, in engineering and product quality. Ms. Rumsey is experienced in building and leading high performing teams to define business strategy, partner with customers, and deliver strong business results. |

  12. Nominees for Board of Directors

    | Director Since: 2022 Age: 68 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), a multinational professional services partnership, on December 31, 2016, after a 38-year career. He held many leadership positions at EY including the second highest position in the United States and the Americas, serving as Deputy Managing Partner and Chief Operating Officer for 10 years. In this role, Mr. Belske was responsible for the overall strategy and operations of EY practices in the Americas, which encompassed business 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 served as chair of EY’s Retirement Investment Committee and its Partner/Executive Compensation Committee. Mr. Belske serves as a Trustee at Rockhurst University in Kansas City, MO and as a director on the board of WilliamsMarston, an advisory firm. Mr. Belske holds a B.S.B.A. from Rockhurst University, an M.A. in Accounting from the University of Missouri-Columbia and is a Certified Public Accountant. Summary of Qualifications, Skills and Experience: Mr. Belske is a financial expert as defined by the SEC and brings senior leadership insights to Cummins gained from more than three decades of experience in the accounting industry, providing financial and risk management expertise to highly regulated industries. Mr. Belske also brings international operations and investment experience derived through his prior roles at EY. |

  13. Nominees for Board of Directors

    | 18 | CUMMINS 2025 PROXY | ELECTION OF DIRECTORS |

  14. Nominees for Board of Directors

    | Director Since: 2008 Age: 72 Board Committees: Audit; Governance and Nominating; Safety, Environment and Technology | ROBERT J. BERNHARD—Professor Emeritus of Aerospace and Mechanical Engineering and former Vice President For Research, University of Notre Dame | | | Mr. Bernhard is Professor Emeritus of Aerospace and Mechanical Engineering at the University of Notre Dame, a private research university where he served as Professor from 2007 – 2024. Mr. Bernhard joined the University of Notre Dame in 2007 and served as the VP for Research for five terms until 2023. Prior to that, he was Associate Vice President for Research at Purdue University from 2004-2007. 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. 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. Mr. Bernhard is also a Professional Engineer and holds a B.S. in Mechanical Engineering from Iowa State University, a M.S. in Mechanical Engineering from the University of Maryland and a Ph.D. in Engineering Mechanics from Iowa State University. Summary of Qualifications, Skills and Experience: Mr. Bernhard brings more than four decades of service in academia and research at leading educational institutions, providing deep research and engineering program experience. As a distinguished noise control engineer with experience in noise control engineering, prediction, diagnostics and control, Mr. Bernhard also provides technology and innovation expertise. As a holder of two patents, Mr. Bernhard also offers insights regarding intellectual property protection in the industry. |

  15. Nominees for Board of Directors

    | Director Since: 2015 Age: 68 Board Committees: Finance; Governance and Nominating; Safety, Environment and Technology | BRUNO V. DI LEO ALLEN—Founder and Chief Executive Officer, Bearing-North LLC | | | Mr. Di Leo is the founder and has been the Chief Executive Officer of Bearing-North LLC, an independent advisory firm focused on business expansion and senior executive counseling in strategy and operations, since 2018. He served as Senior Vice President, Sales & Distribution for International Business Machines Corporation (IBM), a globally integrated technology and consulting company, from January 2012 until his retirement in June 2018. In that role, he was responsible 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. He is a member of the international advisory board of Instituto de Estudios Superiores de la Empresa (IESE Business School) and is a member of the Deming Center Advisory Board of Columbia Business School. Mr. Di Leo serves as a Director of TAIGER and an advisor to MyCabinet, both artificial intelligence (AI) start-up companies. 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, Skills and Experience: Mr. Di Leo has deep experience in technology, operations, and sales and marketing through his various leadership roles at a Fortune 500 company in the technology industry. Mr. Di Leo provides global perspectives, having lived and supported businesses on four continents. He also offers insights on disruptive technologies such as artificial intelligence. |

  16. Nominees for Board of Directors

    | ELECTION OF DIRECTORS | CUMMINS 2025 PROXY | 19 |

  17. Nominees for Board of Directors

    | Director Since: 2023 Age: 52 Board Committees: Finance; Governance and Nominating; Safety, Environment and Technology | DANIEL W. FISHER—Chairman and CEO of Ball Corporation | | | Mr. Fisher is the Chairman since April 2023 and Chief Executive Officer since April 2022 of Ball Corporation, a leading supplier of aluminum packaging for the beverage, personal care and household products industries. Ball Corporation also provides aerospace and other technologies and services to governmental and commercial customers. Mr. Fisher served as President of Ball Corporation from 2020-2022, Senior Vice President and Chief Operating Officer, Global Beverage Packaging, from 2016-2020, and President, Global Beverage Packaging, from 2014-2016. Prior to that, Mr. Fisher served in leading Finance roles for North American company divisions of Ball Corporation. Prior to joining Ball Corporation in 2010, Mr. Fisher served as both Director, Finance, 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 holds a B.A. in business administration and finance from Washington University, St. Louis and an M.B.A. with a focus in business administration from the University of Colorado, Denver. Summary of Qualifications, Skills and Experience: As Chairman and CEO of a global, public, manufacturing company, Mr. Fisher brings deep experience in international operations, global supply chains, manufacturing, sales and marketing, engineering, and technology. He has over three decades of financial experience at various global corporations, providing valuable insights in finance, strategy and risk management. Mr. Fisher provides global perspectives gained from his leadership of a global company and supporting global businesses throughout his career. |

  18. Nominees for Board of Directors

    | Director Since: 2021 Age: 62 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, a global financial services firm. She is a co-portfolio manager of the Next Level Fund, an advisor to the Multicultural Innovation Lab, the host of the podcast “Access & Opportunities” and acts in various client coverage capacities. She served as Vice Chair of Wealth Management from 2013-2021 and Chair of the Morgan Stanley Foundation from 2005-2014. She joined the merger and acquisitions team at Morgan Stanley in 1987 and had roles of increasing responsibility giving her broad experience in investment banking, equity capital markets, and equity private placements. She covered a wide range of industries including 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 Inc. 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, Inc. since April 2022, and serves on its Investment and Governance and Corporate Responsibility Committees. She also serves on the boards of several nonprofit organizations including Hackensack Meridian Health, Sponsors for Educational Opportunity (SEO), Mother Cabrini Health Foundation, Sesame Workshop and the Morgan Stanley Foundation. Ms. Harris holds an M.B.A. from Harvard Business School and an A.B. from Harvard College. Summary of Qualifications, Skills and Experience: Ms. Harris brings senior leadership experience in finance, strategy and risk management from her 38-year career at a global investment banking firm. Ms. Harris contributes insights on highly regulated industries and international operations, through her directorships at two Fortune 500 companies. She offers perspectives gained from her career experience in increasing client connectivity and penetration to enhance revenue generation. As an author of three books on leadership, Ms. Harris offers insights on talent development and retention. |

  19. Nominees for Board of Directors

    | 20 | CUMMINS 2025 PROXY | ELECTION OF DIRECTORS |

  20. Nominees for Board of Directors

    | Director Since: 2015 Age: 70 Board Committees: Executive; Finance; Governance and Nominating; Talent Management and Compensation | THOMAS J. LYNCH—Retired Chairman, TE Connectivity Ltd. | | | Mr. Lynch served as Chairman of TE Connectivity Ltd. (formerly Tyco Electronics Ltd.), a global provider of connectivity and sensor solutions, and harsh environment applications, from 2013 until his retirement in 2017, in addition to serving as Chief Executive Officer beginning in 2006 and as a director beginning in 2007. Mr. Lynch served as non-executive Chairman of TE Connectivity Ltd. until his retirement in April 2024. From September 2004-January 2006, Mr. Lynch served as the President of Tyco Engineered Products & Services, a global manufacturer of industrial valves and controls, and was a key leader in executing the separation of Tyco Electronics Ltd. from Tyco International. Mr. Lynch joined Tyco from Motorola, where he served as Executive Vice President and President and Chief Executive Officer of Motorola’s Personal Communications Sector, a leading supplier of cellular handsets. Since 2018, he has served as a director of Automatic Data Processing, Inc. and, effective February 2024, serves as the Non-Executive Chairman 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 also serves on the Board of The Franklin Institute and on the Rider University Board of Trustees. He holds a B.A. in Commerce from Rider University. Summary of Qualifications, Skills and Experience: As a former Chairman and CEO of a global, public, manufacturing company, Mr. Lynch brings deep experience in international operations, global supply chains, manufacturing, sales and marketing, and technology. Mr. Lynch offers insights regarding the automotive and transportation industry. He has significant experience as a public company board director, including current and former service as a lead director and non-executive chair, informing his expertise in transformation, innovation, strategic planning and compensation matters. |

  21. Nominees for Board of Directors

    | Director Since: 1989 Age: 68 Board Committees: Audit; Executive; Governance and Nominating; Talent Management and Compensation | WILLIAM I. MILLER—President, The Wallace Foundation | | | Mr. Miller has served since 2011 as President of The Wallace Foundation, a national philanthropic organization whose mission is to help all communities build a more vibrant and just future by fostering advances in the arts, education leadership, and youth development. He is The Wallace Foundation’s second President and will be retiring in June 2025. Mr. Miller was the Chair of Irwin Management Company, a private investment firm, from 1990-2011. Mr. Miller has served on the boards of the New Perspective Fund, Inc. and the EuroPacific Growth Fund, Inc. since 1992, and on the board of the New World Fund, Inc. since 1999. Mr. Miller serves as independent Chair for all three of the funds, all of which are in the same mutual fund family. He holds a B.A. in English from Yale University and an M.B.A. from Stanford University. Summary of Qualifications, Skills and Experience: Mr. Miller brings senior executive leadership and financial experience gained from his roles as CEO of a public bank holding company, a general partner in a venture capital fund, and a real estate development firm. With over four decades of experience interacting with government agencies, Mr. Miller offers insights regarding regulatory and public policy issues. He also offers important perspectives stemming from his deep historical knowledge of our company. |

  22. Nominees for Board of Directors

    | ELECTION OF DIRECTORS | CUMMINS 2025 PROXY | 21 |

  23. Nominees for Board of Directors

    | Director Since: 2020 Age: 62 Board Committees: Audit; Governance and Nominating; Safety, Environment and Technology | KIMBERLY A. NELSON—Retired Senior Vice President, External Relations, General Mills, Inc. | | | Ms. Nelson served as Senior Vice President, External Relations, of General Mills Inc., a leading global food company, from 2010 until her retirement in January 2018. In this global role, she led sustainability, consumer branding and communications, government affairs and public policy and external stakeholder relations. She served as President of the General Mills Foundation from 2011-2017. During her nearly 30-year 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 from 2004-2010. Ms. Nelson is a director of Tate & Lyle PLC and serves on its Audit and Nominations Committees. She also serves as a director of Colgate-Palmolive Company and is a member of its Personnel & Organization and Nominating, Governance & Corporate Responsibility Committees. She is a member of the Executive Leadership Council, Women Corporate Directors, and the National Association of Corporate Directors (NACD). Ms. Nelson also serves on the board of The Wallace Foundation. Ms. Nelson holds an M.B.A. in Marketing from Columbia Business School and a B.S. in International Relations from Georgetown University. Summary of Qualifications, Skills and Experience: As a former senior executive of a public, global company, she brings deep experience in international operations, global supply chains, and manufacturing. Ms. Nelson brings an in-depth knowledge of sales and marketing, including strategies to enhance the customer experience. Ms. Nelson also offers insights and a strategic view into sustainability matters. |

  24. Nominees for Board of Directors

    | Director Since: 2017 Age: 61 Board Committees: Audit; Governance and Nominating; Safety, Environment and Technology | KAREN H. QUINTOS—Retired Chief Customer Officer at Dell Technologies Inc. | | | Ms. Quintos served as the first Chief Customer Officer of Dell Technologies Inc., a global end-to-end technology provider, with a comprehensive portfolio of IT hardware, software and service solutions spanning both traditional infrastructure and emerging, multi-cloud technologies, from 2016 until her retirement in June 2020. 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 from Citigroup, a financial services company, where she was Vice President of global operations and technology. Ms. Quintos holds an M.S. in marketing and international business from New York University and a B.S. in supply chain management from Pennsylvania State University. Ms. Quintos is a director of Lennox International Inc. and serves on its Governance Committee and chairs its Public Policy Committee. She is the founder of Dell’s Women in Action Employee Resource group, the Interfaith Employee Resource Group and Dell’s Women Entrepreneur Network. She serves on the board of trustees of Pennsylvania State University and the board of visitors of Smeal College of Business Advisory Board. Ms. Quintos also serves on the boards for The National Center for Missing and Exploited Children, as well as TGEN (Translational Genomics). Summary of Qualifications, Skills and Experience: As a former senior executive of a public, global, technology company, Ms. Quintos brings deep experience in international operations, global supply chains, and manufacturing. Ms. Quintos provides insights on sales and marketing, branding, communications, go-to-market strategy, and customer data. She brings deep knowledge and strategic views on sustainability and inclusion. |

  25. Nominees for Board of Directors

    | 22 | CUMMINS 2025 PROXY | ELECTION OF DIRECTORS |

  26. Nominees for Board of Directors

    | Director Since: 2024 Age: 54 Board Committees: Audit, Governance and Nominating; Safety, Environment and Technology | John H. Stone—President and Chief Executive Officer of Allegion | | | Mr. Stone is President, Chief Executive Officer and a director of Allegion plc, a leading global provider of security products and solutions, since July 2022. Prior to that, Mr. Stone served as President, Worldwide Construction, Forestry and Power Systems at Deere & Company, a global provider of agricultural, construction and forestry (July 2020-May 2022), overseeing approximately $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 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 was a Six Sigma Black Belt quality engineer at General Electric and 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 M.B.A. from Harvard Business School. Summary of Qualifications, Skills and Experience: As CEO of a global, public company, Mr. Stone brings deep experience in international operations, global supply chains, manufacturing, sales and marketing, and engineering. Mr. Stone offers insights on innovation and technology including robotics, machine learning and AI. He brings extensive experience in business development, growth strategy, mergers and acquisitions, and business process excellence. |

  27. 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.

  28. 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 | | ● | ● | | | ● | | ● |

  29. Nominees for Board of Directors

    | EXECUTIVE COMPENSATION | CUMMINS 2025 PROXY | 23 |

  30. Nominees for Board of Directors

    EXECUTIVE COMPENSATION

  31. Note from the Chair of Our Talent Management & Compensation Committee

    Note from the Chair of Our Talent Management & Compensation Committee Beginning in February 2024, I became Chair of our Talent Management and Compensation Committee (“TMCC” or “Committee”). I would like to express the Committee’s sincere gratitude to Georgia Nelson, the outgoing Chair, for her exceptional leadership, dedication, and service to Cummins. Looking ahead, the Committee’s challenge is to build on the strong foundation established under Georgia’s leadership, while adapting our compensation philosophy and programs as needed, to ensure continued success in talent markets and in our business. In 2024, Cummins’ performance was exemplary, resulting in our short-term and long-term incentive payout factors being above target, which indicated strong alignment between pay and performance. The past three years have brought planned, transformative leadership changes to Cummins. Throughout this period, the TMCC has prioritized the effective management of these transitions within our commitment to aligning pay with performance. To this end, as key individuals have been placed in roles that best utilize their skills to enhance company performance, we have developed programs to retain and motivate them. To reinforce our top management’s alignment with shareholders, we implemented our Deposit Share Program. This program allowed select senior executives to receive matching grants of restricted stock units if they committed to hold newly acquired Cummins shares for four years. The matching restricted stock units are subject to four-year service and holding requirements. We were pleased that 85% of Cummins’ eligible senior executives participated in this program. We also issued one-time equity grants for certain executives in new roles, with vesting contingent on their meeting performance and service conditions. To further align employees with shareholder interests and reinforce their connection to the company’s long-term success, Cummins also expanded its use of equity across the organization. In addition, the Committee continued to support the company’s commitment to inclusivity and the equitable treatment of our employees in compliance with anti-discrimination laws as a key element of its competitive advantage. The Committee continues to formally monitor the company’s progress relative to its diversity and inclusion objectives at every regularly scheduled meeting. Lastly, the TMCC continues to oversee significant work to develop new human resources and compensation strategies in support of Destination Zero. For 2024, we implemented incentives that incorporate distinct measures and goals for Accelera, our electrified power systems business segment. This year, the Committee determined that incorporating Accelera measures and goals again into our 2025 annual incentive plan would continue to reinforce the importance of our sustainability initiatives, while having a common long-term incentive plan for the entire company would reinforce that all of our business units are in this together. I am gratified by the TMCC’s accomplishments this year. Supported by its strong foundation of long-standing core values, I am confident that Cummins will have a positive and lasting impact on the world for years to come and continue to serve our shareholders and other stakeholders well.

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

    | | We continue to operate as “one Cummins,” characterized by a strong culture and synergies across business units. However, for 2024, in recognition of Accelera’s need to focus on different measures of success and attract and retain talent with different skills compared to those in our traditional core engine business, the performance measures and their linkage to our traditional core and Accelera entities were tailored or blended to reflect the unit or units for which the participant had responsibility. | | | In 2024, we implemented our previously disclosed Deposit Share Program intended to encourage long-term retention and continuity and alignment of the interests of our Named Executive Officers with our shareholders. Under the Program, designated participants, including certain of our Named Executive Officers, were eligible to receive matching grants of restricted stock units if they committed to hold newly acquired shares of our common stock 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. The Program is described further below under “Special Equity Awards and Deposit Share Program.” | | | In 2024, we also approved special equity awards consisting of performance-based restricted stock units to certain of our Named Executive Officers. The TMCC approved the awards and set the amounts at a level that it believed would provide a strong retention incentive for overseeing critical strategic initiatives. These grants are described further below under “Special Equity Awards and Deposit Share Program.” | | | To help retain valuable talent and reinforce the alignment of interests between our employees and shareholders, our compensation program provides for broad participation in our equity incentive plans and heavy and strategic use of equity, where warranted. |

  33. 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 2024 EBITDA (as adjusted) of $5,266 million against a target of $4,436 million, weighted 70%, and 2024 Operating Cash Flow (as adjusted) of $3,419 million against a target of $3,385 million, weighted 30%. All employees participating in the Cummins bonus plan received the same payout factor. The Hybrid Corporate/Accelera Annual Bonus Plan performance was at 120% of target based on 2024 Cummins EBITDA (as adjusted) of $5,266 million against a target of $4,436 million, weighted 35%, Cummins Operating Cash Flow (as adjusted) of $3,419 million against a target of $3,385 million, weighted at 15%, actual Accelera revenue of $414 million against a target of $475 million, weighted at 20%, and achievement of the Accelera strategic scorecard of 120% of target, weighted at 30%. As discussed in more detail below, the Committee adjusted the payout factor to more accurately reflect the actual performance by Ms. Davis and Accelera for the year in light of certain developments outside of our control. | The Cummins Performance Share and Performance Cash plans for the 2022-2024 performance cycle paid out at 150% of target based on 3-year cumulative EBITDA (as adjusted) of $14,384 million compared to our target of $12,875 million, and ROIC (as adjusted) of 17.66% 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 2024 long-term incentive grant was 100% performance-based. The grants consisted of performance shares (70%) and performance cash (30%). |

  34. 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 | Corporate Plan: 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 | | | | Hybrid Corporate/Accelera Plan: EBITDA weighted at 35%, Operating Cash Flow weighted at 15%, Accelera Revenue weighted at 20% and Accelera Strategic Scorecard weighted at 30% | Accelera revenue and strategic measures provide a focus on the unique elements critical to establishing our position in zero emissions technologies, which will contribute to our future growth as markets adopt hydrogen and electric solutions; maintaining an equal weighting between Cummins and Accelera results ensures that incentives are linked appropriately to the results of both the entire enterprise and the Accelera segment | | Long-term incentive compensation | Performance cash (30%) and Performance shares (70%) | Corporate Plan: 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. | | | | Hybrid Corporate/Accelera Plan: ROIC, weighted at 40%, EBITDA, weighted at 10%, and Accelera Cumulative Revenue, weighted at 50%, over a three-year period | Accelera cumulative revenue provides an incentive for continued growth in zero emissions technologies, which are aligned with our Destination Zero strategy and will contribute to future growth as markets adopt hydrogen and electric solutions; maintaining an equal weighting between Cummins and Accelera results ensures that incentives are linked appropriately to the results of both the entire enterprise and the Accelera segment |

  35. Compensation Elements Support Pay For Performance Philosophy

    In addition to the core compensation elements described above, in 2024, we approved special equity awards consisting of performance-based restricted stock units to certain of our Named Executive Officers and implemented a Deposit Share Program under which participants, including our Named Executive Officers, could earn matching grants of time-vesting restricted stock units. These elements are described below under “Special Equity Awards and Deposit Share Program.”

  36. Compensation Elements Support Pay For Performance Philosophy

    We believe a significant amount of compensation for our most senior executives should be incentive-based and therefore at risk. In 2024, performance-linked components (annual bonus and long-term incentive compensation excluding special equity awards described below under “Special Equity Awards and Deposit Share Program”) were 89% of the CEO’s target total direct compensation opportunity and 80.5% of the average target total direct compensation opportunity for the other Named Executive Officers. These pay elements were allocated as shown below. TARGET TOTAL DIRECT COMPENSATION MIX* — FISCAL YEAR 2024 * Target direct compensation consists of salary, target annual bonus and the target value of performance shares and performance cash awards granted in 2024. It does not include the value of the special equity awards consisting of performance-based restricted stock units approved for certain of our Named Executive Officers in 2024 or the value of matching grants under the Deposit Share Program, each as described below under “Special Equity Awards and Deposit Share Program.”

  37. 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 for performance shares and performance cash. We consider target compensation to be market competitive if it is within +/-10% of the median level indicated by the benchmarking data. For making 2024 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 2023 for making 2024 pay decisions, was made up of the thirteen 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.

  38. 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.

  39. Annual Bonus

    Annual Bonus

  40. 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 or, in the case of the Hybrid Corporate/Accelera bonus plan, a combination of Cummins’ financial performance and Accelera’s performance. For the 2024 annual bonuses, our TMCC also reserved the ability to reduce the bonuses otherwise earned by our Named Executive Officers by up to 15% if satisfactory progress had not been made in complying with the Settlement Agreements we had reached in December 2023 with various regulatory agencies to resolve certain regulatory civil claims regarding our emissions certification and compliance process for certain engines primarily used in pick-up truck applications (the “Settlement Agreements”).

  41. HOW BONUSES ARE CALCULATED

    | 34 | CUMMINS 2025 PROXY | EXECUTIVE COMPENSATION |

  42. 2024 ANNUAL BONUS PERFORMANCE MEASURES FOR THE CORPORATE PLAN

    2024 ANNUAL BONUS PERFORMANCE MEASURES FOR THE CORPORATE PLAN For the 2024 Cummins annual bonus plan, consistent with 2023, we decided to use EBITDA, weighted 70%, and Operating Cash Flow, weighted 30%, as the performance measures. We believe these measures are aligned with our strategy, ensuring a focus on profitable growth and working capital management across the company, which are critical to sustaining the level of investment necessary to position us for future growth. EBITDA for compensation purposes equals: Operating Cash Flow for compensation purposes equals:

  43. 2024 ANNUAL BONUS PERFORMANCE MEASURES FOR THE CORPORATE PLAN

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

  44. 2024 EBITDA AND OPERATING CASH FLOW PERFORMANCE TARGETS FOR THE CORPORATE PLAN

    2024 EBITDA AND OPERATING CASH FLOW PERFORMANCE TARGETS FOR THE CORPORATE PLAN Setting the targets with the appropriate level of difficulty underscores the importance of achieving or exceeding our annual operating plan (“AOP”) performance commitment. This approach requires increasingly difficult targets during economic upturns and realistic goals during cyclical downturns. The 2024 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 2024 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 2024 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.

  45. 2024 EBITDA AND OPERATING CASH FLOW PERFORMANCE AND PAYOUTS FOR THE CORPORATE PLAN

    2024 EBITDA AND OPERATING CASH FLOW PERFORMANCE AND PAYOUTS FOR THE CORPORATE PLAN Our 2024 adjusted EBITDA performance was $5,266 million and our adjusted operating cash flow performance was $3,419 million. As a result, the payout factor used to calculate the 2024 annual bonus for all participants on the Cummins bonus plan, including each of our Named Executive Officers, was 170% of target. Our TMCC determined that no reduction was required in the bonuses otherwise earned based on the level of progress in our compliance with the Settlement Agreements.

  46. 2024 EBITDA AND OPERATING CASH FLOW PERFORMANCE AND PAYOUTS FOR THE CORPORATE PLAN

    | Performance Measure (weighting) | Performance Threshold(1) (10% payout(2)) | Performance Target (100% payout) | Performance Maximum (200% payout) | Performance Achievement | Payout Percentage | | CMI EBITDA ($ millions) | | | | $5,266 | 200% | | CMI Operating Cash Flow ($ millions) | | | | $3,419 | 100% | | | | | | Final Payout | 170% |

  47. 2024 EBITDA AND OPERATING CASH FLOW PERFORMANCE AND PAYOUTS FOR THE CORPORATE PLAN

    (1)

  48. 2024 EBITDA AND OPERATING CASH FLOW PERFORMANCE AND PAYOUTS FOR THE CORPORATE PLAN

    | EXECUTIVE COMPENSATION | CUMMINS 2025 PROXY | 35 |

  49. 2024 EBITDA AND OPERATING CASH FLOW PERFORMANCE AND PAYOUTS FOR THE CORPORATE PLAN

    In calculating the 2024 annual bonus, we made the following exclusions: • $1.372 billion of net benefit and $14 million cash from operations outflow related to the divestiture of Atmus (including operating results) • $1.918 billion of cash from operations outflow relating to payments required for the settlement of U.S. regulatory claims regarding our emissions certification and compliance process for certain engines primarily used in pick-up truck applications in the U.S. • $312 million of costs related to the Accelera reorganization

  50. 2024 ANNUAL BONUS PERFORMANCE MEASURES FOR THE HYBRID CORPORATE/ACCELERA PLAN

    2024 ANNUAL BONUS PERFORMANCE MEASURES FOR THE HYBRID CORPORATE/ACCELERA PLAN For the 2024 Hybrid Corporate/Accelera annual bonus plan, in which Ms. Davis participated, we decided to use EBITDA, weighted 35%, Operating Cash Flow, weighted 15%, Accelera Revenue, weighted 20%, and performance as measured by an Accelera Strategic Scorecard, weighted 30%. We believe these measures are aligned with our strategy for Accelera, ensuring a balanced focus on profitable growth across the company while providing incentives specific to the Accelera participants’ business strategies and strong line of sight to goals and linkage of pay and performance. Further, maintaining an equal weighting between Cummins and Accelera ensures Ms. Davis’ incentives were linked appropriately to the results of both the entire enterprise and the Accelera segment given her responsibilities span across multiple business units within the company. EBITDA and Operating Cash Flow were the same under the Accelera plan as for the corporate plan. Accelera Revenue for compensation purposes is revenue calculated in accordance with GAAP. The components of the Accelera Strategic Scorecard are described below.

  51. 2024 EBITDA, OPERATING CASH FLOW, ACCELERA REVENUE AND ACCELERA STRATEGIC SCORECARD PERFORMANCE TARGETS FOR THE HYBRID CORPORATE/ACCELERA PLAN

    2024 EBITDA, OPERATING CASH FLOW, ACCELERA REVENUE AND ACCELERA STRATEGIC SCORECARD PERFORMANCE TARGETS FOR THE HYBRID CORPORATE/ACCELERA PLAN Setting the targets with the appropriate level of difficulty underscores the importance of achieving or exceeding our AOP performance commitment. This approach requires increasingly difficult targets during economic upturns and realistic goals during cyclical downturns. The 2024 EBITDA, operating cash flow, Accelera Revenue and Accelera Strategic Scorecard goals were set with this philosophy in mind. Target EBITDA, Operating Cash Flow and Accelera Revenue were established by the TMCC after reviewing the AOP and considering input from Farient, the Committee’s independent outside consultant. Target EBITDA (a 100% payout factor) was the amount required to achieve our AOP. As shown below, the possible payout factors for 2024 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 2024 ranged from 10% for threshold performance (70% of target operating cash flow) to a maximum of 200% for superior performance (115% of target operating cash flow or better). The payout factor changed in increments of 10% for results that fell between threshold and target, or between target and maximum. Target Accelera Revenue (a 100% payout factor) was the amount required to achieve our AOP. As shown below, the possible payout factors for 2024 ranged from 10% for threshold performance (80% of target Accelera Revenue) to a maximum of 200% for superior performance (120% of target Accelera Revenue or better). The payout factor changed in increments of 10% for results that fell between threshold and target, or between target and maximum. The Accelera Strategic Scorecard consisted of six strategic measures relating to financial performance, order volume, progress in development milestones, key market position, and market perception and positioning. The level of payout earned, between 10% for threshold performance and 200% for maximum performance, would be determined by the Talent Management and Compensation Committee in its discretion based on its evaluation of the Accelera business’s performance according to such strategic measures.

  52. 2024 EBITDA, OPERATING CASH FLOW, ACCELERA REVENUE AND ACCELERA STRATEGIC SCORECARD PERFORMANCE AND PAYOUTS FOR THE HYBRID CORPORATE/ACCELERA PLAN

    2024 EBITDA, OPERATING CASH FLOW, ACCELERA REVENUE AND ACCELERA STRATEGIC SCORECARD PERFORMANCE AND PAYOUTS FOR THE HYBRID CORPORATE/ACCELERA PLAN Our 2024 adjusted EBITDA performance was $5,266 million, our adjusted operating cash flow performance was $3,419 million, Accelera Revenue performance was $414 million and performance against the Accelera Strategic Scorecard was 120%, which would have led to a payout factor under the Hybrid Corporate/Accelera Plan based on performance for Ms. Davis of 120% of target. However, our TMCC determined than an adjusted payout factor would more accurately reflect actual performance by Ms. Davis and Accelera for the year in light of certain developments outside of our control, including the following: • Material volume changes from customers; • Supply constraints impacting the overall industry’s ability to deliver; and • Changes in government incentives that impact industry volumes In total, these factors outside of our control adversely impacted our revenue performance by $87 million in 2024. Based on these factors, the TMCC approved a bonus for Ms. Davis equal to 140% of target.

  53. 2024 EBITDA, OPERATING CASH FLOW, ACCELERA REVENUE AND ACCELERA STRATEGIC SCORECARD PERFORMANCE AND PAYOUTS FOR THE HYBRID CORPORATE/ACCELERA PLAN

    | Performance Measure (weighting) | Performance Threshold(1) (10% payout(2)) | Performance Target (100% payout) | Performance Maximum (200% payout) | Performance Achievement | Payout Percentage | | CMI EBITDA ($ millions) | | | | $5,266 | 200% | | CMI Operating Cash Flow ($ millions) | | | | $3,419 | 100% | | Accelera Revenue ($ millions) | | | | $414 | 40% | | Accelera Strategic Scorecard | Financial Performance Order Volume Progress in Development Milestones Key Market Position Market Perception Market Positioning | | | 120% of Target | 120% | | | | | | Final Payout | 120% (as calculated); 140% (as approved by TMCC) |

  54. 2024 EBITDA, OPERATING CASH FLOW, ACCELERA REVENUE AND ACCELERA STRATEGIC SCORECARD PERFORMANCE AND PAYOUTS FOR THE HYBRID CORPORATE/ACCELERA PLAN

    (1) Plan does not require that both measures are above threshold for a payout to occur (2) Interpolate for performance between discrete points In addition, in calculating the 2024 annual bonus under the Hybrid Corporate/Accelera Plan, we made the following exclusions: • $1.372 billion of net benefit and $14 million cash from operations outflow related to the divestiture of Atmus (including operating results) • $1.918 billion of cash from operations outflow relating to payments required for the settlement of U.S. regulatory claims regarding our emissions certification and compliance process for certain engines primarily used in pick-up truck applications in the U.S. $312 million of costs related to the Accelera reorganization

  55. 2024 EBITDA, OPERATING CASH FLOW, ACCELERA REVENUE AND ACCELERA STRATEGIC SCORECARD PERFORMANCE AND PAYOUTS FOR THE HYBRID CORPORATE/ACCELERA PLAN

    | EXECUTIVE COMPENSATION | CUMMINS 2025 PROXY | 37 |

  56. Long-Term Incentive Compensation

    Long-Term Incentive Compensation

  57. FORM OF LONG-TERM INCENTIVE AWARDS FOR 2024

    FORM OF LONG-TERM INCENTIVE AWARDS FOR 2024 The Cummins long-term incentive compensation program for 2024 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.

  58. 2022-2024 LONG-TERM PERFORMANCE CASH AND PERFORMANCE SHARE PAYOUTS

    2022-2024 LONG-TERM PERFORMANCE CASH AND PERFORMANCE SHARE PAYOUTS Based on our actual performance from January 1, 2022 through December 31, 2024, our adjusted ROIC was 17.66% and our 3-year Cumulative adjusted EBITDA was $14,384 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%.

  59. 2022-2024 LONG-TERM PERFORMANCE CASH AND PERFORMANCE SHARE PAYOUTS

    | Performance Measure (weighting) | Performance Threshold(2) (10% payout(3)) | Performance Target (100% payout) | Performance Maximum (200% payout) | Performance Achievement | Payout Percentage | | CMI ROIC | | | | 17.66% | 150% | | CMI EBITDA(1) ($ millions) | | | | $14,384 | 170% | | | | | | Final Payout | 150% |

  60. 2022-2024 LONG-TERM PERFORMANCE CASH AND PERFORMANCE SHARE PAYOUTS

    (1) The Committee approved an increase to the EBITDA goal levels which reflected both the anticipated impact during the performance cycle of the acquisition of Meritor, which was completed in 2022 and the divestiture of Atmus, which was completed in 2024. (2) Plan does not require that both measures are above threshold for a payout to occur (3) Interpolate for performance between discrete points In calculating the 2022-2024 long-term incentive plan performance, we made the following exclusions: • $1.372 billion of net benefit related to the divestiture of Atmus (including operating results) for 2024 and Atmus divestiture costs of $100 million in 2023 and $81 million in 2022; also excluded is $600 million of debt assumed on behalf of Atmus in 2023 • $2.036 billion charge relating to payments required for the settlement of U.S. regulatory claims regarding our emissions certification and compliance process for certain engines primarily used in pick-up truck applications in the U.S. in 2023 • $312 million of costs related to the Accelera reorganization in 2024 • $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 in 2022 $83 million of acquisition costs, $109 million of operational benefit, and $3.295 billion of debt assumed for the acquisition of Meritor in 2022

  61. 2022-2024 LONG-TERM PERFORMANCE CASH AND PERFORMANCE SHARE PAYOUTS

    | EXECUTIVE COMPENSATION | CUMMINS 2025 PROXY | 39 |

  62. 2023-2025 CORPORATE PLAN

    | Performance Measure (weighting) | Performance Threshold(1) (10% payout(2)) | Performance Target (100% payout) | Performance Maximum (200% payout) | | CMI ROIC | | | | | CMI EBITDA ($ millions) | | | |

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

    Plan does not require that both measures are above threshold for a payout to occur (2)

  64. 2024-2026 CORPORATE PLAN

    | Performance Measure (weighting) | Performance Threshold(1) (10% payout(2)) | Performance Target (100% payout) | Performance Maximum (200% payout) | | CMI ROIC | | | | | CMI EBITDA ($ millions) | | | |

  65. Special Equity Awards and Deposit Share Program

    Special Equity Awards and Deposit Share Program

  66. Special Equity Awards

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

  67. Special Equity Awards

    | Name | Total Target Award Value | Duration | | Srikanth Padmanabhan | $3,250,000 • $1,250,000 for 2024 • $1,000,000 for 2025 • $1,000,000 for 2026 | 3-year (2024-2026) | | Amy Davis | $2,000,000 • $1,000,000 for 2024 • $1,000,000 for 2025 | 2-year (2024-2025) | | Jenny Bush | $2,000,000 • $1,000,000 for 2024 • $1,000,000 for 2025 | 2-year (2024-2025) |

  68. Special Equity Awards

    The awards will be granted in multiple installments, with a grant occurring in each of the years indicated in the above table. The vesting of each year’s grant will also be contingent on meeting key milestones to be established for the year by the CEO, subject to approval by the Talent Management and Compensation Committee, and on continuous employment for a one-year vesting period (subject to limited exceptions). For Mr. Padmanabhan, the key milestones for the first year’s grant in 2024 related to identifying certain cost savings and making progress toward operational objectives. In the fourth quarter of 2024, our CEO recommended to the TMCC, and the TMCC approved, a determination that the key milestones had been satisfied for 2024, meaning that Mr. Padmanabhan earned the 2024 grant of performance-based restricted stock units in full on February 19, 2025, when he satisfied the one-year vesting requirement. Mr. Padmanabhan has indicated his intention to retire effective as of April 1, 2025, in which case he will not be eligible to earn the 2025 and 2026 tranches of his award. For Ms. Davis, the key milestones for the first year’s grant in 2024 related to achieving improvement in Accelera’s financial performance, executing key product launches and achieving operational objectives. In the fourth quarter of 2024, our CEO recommended to the TMCC, and the TMCC approved, a determination that the key milestones had been satisfied for 2024, meaning that Ms. Davis earned the 2024 grant of performance-based restricted stock units in full on February 19, 2025, when she satisfied the one-year vesting requirement. For Ms. Bush, the key milestones for the first year’s grant in 2024 related to delivering cost savings, developing and advancing product plans and achieving safety targets. In the fourth quarter of 2024, our CEO recommended to the TMCC, and the TMCC approved, a determination that the key milestones had been satisfied for 2024, meaning that Ms. Bush earned the 2024 grant of performance-based restricted stock units in full on February 19, 2025, when she satisfied the one-year vesting requirement. The 2024 performance-based restricted stock units were deemed granted on the date on which performance was determined in the fourth quarter of 2024, and accordingly the grant values are reflected in the Summary Compensation Table based on the value of our stock on such date.

  69. Deposit Share Program

    Deposit Share Program In 2024, we also implemented our previously disclosed Deposit Share Program, which is intended to encourage long-term retention and continuity and alignment of the interests of our Named Executive Officers with our shareholders. Under the Program, designated participants, including certain of our Named Executive Officers, were eligible to receive matching grants of restricted stock units if they committed to hold newly acquired shares of our common stock 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. The TMCC determined the amount of the potential participation offered to our Named Executive Officers based on their levels within the

  70. Deposit Share Program

    | Name | Number of Newly Acquired Shares | Number of Matching Restricted Stock Units | | Jennifer Rumsey | 10,228 | 10,228 | | Mark Smith | 3,942 | 3,942 | | Srikanth Padmanabhan | 4,193 | 4,193 | | Amy Davis | 3,708 | 3,708 | | Jenny Bush | 2,216 | 2,216 |

  71. ROLE AND INDEPENDENCE OF OUR COMPENSATION CONSULTANT

    ROLE AND INDEPENDENCE OF OUR COMPENSATION CONSULTANT For 2024, 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.

  72. ROLE AND INDEPENDENCE OF OUR COMPENSATION CONSULTANT

    | 42 | CUMMINS 2025 PROXY | EXECUTIVE COMPENSATION |

  73. 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 shown in these charts differ from those in the Summary Compensation Table because the charts exclude the grant date fair value of matching grants of time-vesting restricted stock units received under our Deposit Share Program as described under “Special Equity Awards and Deposit Share Program” and because the Table shows earned, rather than target, annual incentive award amounts. |

  74. Compensation Decisions Pertaining to our Named Executive Officers

    Ms. Rumsey served as Chairperson of our Board and Chief Executive Officer in 2024. She has served as Chairperson of our Board since August 2023 and as Chief Executive Officer since August 2022. At the beginning of 2024, the TMCC determined to maintain Ms. Rumsey’s base salary, target annual bonus, and target long-term incentive at the levels established in 2023. Ms. Rumsey’s target total direct compensation in 2024 compared to 2023 is shown in the charts above. In 2024, Ms. Rumsey: • Led the company’s overall operations in delivering strong sales of $34 billion and record adjusted EBITDA of $5.4 billion and adjusted EPS of $21.37 (excluding the gain on the divestiture of Atmus of $1.3 billion and the charge of $0.3 billion related to the reorganization of Accelera) during a year when demand in the North American heavy duty truck market declined • Played a leadership role in advancing Cummins Destination Zero strategy and updated investors on our strategy and raised 2030 financial projections for Cummins at our Analyst Day in May 2024 • 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 globally and engaged in our talent and leadership strategies and programs to inspire, motivate, and develop our employees to reach their potential and deliver our mission, vision, and values • Sponsored and engaged in Cummins strategic community initiatives including launching Cummins latest strategic initiative, READY, focused on STEM education Led the Cummins’ Board of Directors in partnership with our lead director to ensure an effective Board of Directors and corporate governance and continue our director refreshment

  75. Compensation Decisions Pertaining to our Named Executive Officers

    | EXECUTIVE COMPENSATION | CUMMINS 2025 PROXY | 43 |

  76. Compensation Decisions Pertaining to our Named Executive Officers

    Ms. Rumsey’s target compensation compared to her realized compensation for 2024 is shown in the table below:

  77. Compensation Decisions Pertaining to our Named Executive Officers

    | Pay Component | Target | Performance Factor | Realized | Comments | | Salary for 2024 | $1,500,000 | Not Applicable | $1,500,000 | — | | Annual Bonus for 2024 | $2,625,000 | 170% | $4,462,500 | $2,625,000 x 170% | | Performance Cash for 2022-2024 cycle | $2,250,000 | 150% | $3,375,000 | $2,250,000 x 150% | | Performance Shares for 2022-2024 cycle | 23,040 | 150% | 34,560 Performance shares earned for 2022-2024 cycle, valued at $12,047,616 | Value reflected $348.60 stock price on December 31, 2024; 23,040 shares x 150% x $348.60 stock price |

  78. 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 shown in these charts differ from those in the Summary Compensation Table because the charts exclude the grant date fair value of matching grants of time-vesting restricted stock units received under our Deposit Share Program as described under “Special Equity Awards and Deposit Share Program” and because the Table shows earned, rather than target, annual incentive award amounts. |

  79. Compensation Decisions Pertaining to our Named Executive Officers

    Mr. Smith served as our Vice President – Chief Financial Officer in 2024. He has held this role since 2019. At the beginning of 2024, the TMCC increased Mr. Smith’s base salary and target long-term incentive awards to better align him with the external market. Mr. Smith’s target total direct compensation in 2024 compared to 2023 is shown in the charts above. In 2024, Mr. Smith: • Worked closely with our business leaders to deliver strong sales of $34 billion and record adjusted EBITDA of $5.4 billion and adjusted EPS of $21.17 (excluding the gain on the divestiture of Atmus of $1.3 billion and the charge of $0.3 billion related to the reorganization of Accelera) during a year when demand in the North American heavy duty truck market declined • Led the successful divestiture of Atmus in a tax-free share exchange, which yielded a $1.3 billion gain to CMI, debt reduction of $600 million and a reduction in shares outstanding by approximately 5.6 million • Helped repatriate over $1 billion of cash from overseas to reinforce our US liquidity • Maintained A credit ratings with Moody’s and S&P • Ensured the company maintained strong financial controls Mr. Smith’s target compensation compared to his realized compensation for 2024 is shown in the table below:

  80. Compensation Decisions Pertaining to our Named Executive Officers

    | Pay Component | Target | Performance Factor | Realized | Comments | | Salary for 2024 | $877,000 | Not Applicable | $862,750 | The realized salary differs from the target amount due to a change in salary that occurred during the year | | Annual Bonus for 2024 | $877,000 | 170% | $1,466,675 | $862,750 x 170% | | Performance Cash for 2022-2024 cycle | $675,000 | 150% | $1,012,500 | $675,000 x 150% | | Performance Shares for 2022-2024 cycle | 6,910 | 150% | 10,365 Performance shares earned for 2022-2024 cycle, valued at $3,613,239 | Value reflected $348.60 stock price on December 31, 2024; 6,910 shares x 150% x $348.60 stock price |

  81. Compensation Decisions Pertaining to our Named Executive Officers

    | EXECUTIVE COMPENSATION | CUMMINS 2025 PROXY | 45 |

  82. Compensation Decisions Pertaining to our Named Executive Officers

    | Srikanth Padmanabhan Executive Vice President and President – Operations | (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 shown in these charts differ from those in the Summary Compensation Table because the charts exclude the grant date fair value of matching grants of time-vesting restricted stock units received under our Deposit Share Program as described under “Special Equity Awards and Deposit Share Program” and because the Table shows earned, rather than target, annual incentive award amounts. |

  83. Compensation Decisions Pertaining to our Named Executive Officers

    Mr. Padmanabhan served as our Executive Vice President and President – Operations in 2024. He has held this role since January 1, 2024. At the beginning of 2024, the TMCC determined to increase Mr. Padmanabhan’s base salary and target annual and long-term incentive awards to better align his compensation with the external market and reflect his role change. Mr. Padmanabhan’s target total direct compensation in 2024 compared to 2023 is shown in the charts above. Mr. Padmanabhan has indicated his intention to retire effective as of April 1, 2025. In 2024, Mr. Padmanabhan: • Led a meaningful guide path of safety performance improvement across the corporation to reach the top quartile within three years and our best performance as a company in a decade. In 2024, we achieved significant improvement in the severity case rate for the company • Helped lead the company’s organizational transformation of clarifying and simplifying our structure and priorities with a target to deliver a three-year SG&A savings of $400 million (2024 delivered savings in excess of $150 million) • Led the company’s aggressive improvement goals in gross margins through supply chain in the areas of purchasing, manufacturing, and other logistics costs • Initiated a revitalized Cummins Operating System through a framework that brings alive our business practices, values and leadership culture in actionable form of management process, tools and techniques and people capability development • Led the work of AI, IT and shared services transformation for the company • Led community engagement activities in our headquarter location including an ambitious Vision2050 for the city Mr. Padmanabhan’s target compensation compared to his realized compensation for 2024 is shown in the table below:

  84. Compensation Decisions Pertaining to our Named Executive Officers

    | Pay Component | Target | Performance Factor | Realized | Comments | | Salary for 2024 | $820,000 | Not Applicable | $820,000 | — | | Annual Bonus for 2024 | $820,000 | 170% | $1,394,000 | $820,000 x 170% | | Performance Cash for 2022-2024 cycle | $450,000 | 150% | $675,000 | $450,000 x 150% | | Performance Shares for 2022-2024 cycle | 4,610 | 150% | 6,915 Performance shares earned for 2022-2024 cycle, valued at $2,410,569 | Value reflected $348.60 stock price on December 31, 2024; 4,610 shares x 150% x $348.60 stock price |

  85. Compensation Decisions Pertaining to our Named Executive Officers

    | Amy Davis Vice President and President – Accelera and Components | (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 shown in these charts differ from those in the Summary Compensation Table because the charts exclude the grant date fair value of matching grants of time-vesting restricted stock units received under our Deposit Share Program as described under “Special Equity Awards and Deposit Share Program” and because the Table shows earned, rather than target, annual incentive award amounts. |

  86. Compensation Decisions Pertaining to our Named Executive Officers

    Ms. Davis served as our Vice President and President – Accelera and Components in 2024. She has held this role since 2023. At the beginning of 2024, the TMCC determined to increase Ms. Davis’ long-term incentive award to better align her with the external market. Ms. Davis’ target total direct compensation in 2024 compared to 2023 is shown in the charts above. In 2024, Ms. Davis: • Assumed leadership responsibility for the Components segment in addition to the Accelera Segment • Improved safety metrics across more than 60 manufacturing global sites • Successfully completed the divestiture of Atmus from the portfolio • Integrated the Meritor and Forvia acquisitions surpassing value capture commitments • Drove the strategic vision and restructuring in Accelera to lower the spend level in line with slower adoption while also ensuring a highly competitive portfolio for the future • Expanded EBITDA margins in the Components Segment on lower sales by improving efficiency and streamlining overhead • Launched the Amplify Cell Technologies Joint Venture, also serving as Chairman of the Board of Directors • Progressed the company’s electrification capabilities with a grand opening for Accelera’s greenfield manufacturing site in Guadalajara, Spain Ms. Davis’ target compensation compared to her realized compensation for 2024 is shown in the table below:

  87. Compensation Decisions Pertaining to our Named Executive Officers

    | Pay Component | Target | Performance Factor | Realized | Comments | | Salary for 2024 | $725,000 | Not Applicable | $725,000 | — | | Annual Bonus for 2024 | $725,000 | 140% | $1,015,000 | $725,000 x 140% | | Performance Cash for 2022-2024 cycle | $450,000 | 150% | $675,000 | $450,000 x 150% | | Performance Shares for 2022-2024 cycle | 4,610 | 150% | 6,915 Performance shares earned for 2022-2024 cycle, valued at $2,410,569 | Value reflected $348.60 stock price on December 31, 2024; 4,610 shares x 150% x $348.60 stock price |

  88. Compensation Decisions Pertaining to our Named Executive Officers

    | Jenny Bush Vice President and President – Power Systems | (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 shown in these charts differ from those in the Summary Compensation Table because the charts exclude the grant date fair value of matching grants of time-vesting restricted stock units received under our Deposit Share Program as described under “Special Equity Awards and Deposit Share Program” and because the Table shows earned, rather than target, annual incentive award amounts. |

  89. Compensation Decisions Pertaining to our Named Executive Officers

    Ms. Bush served as our Vice President and President – Power Systems in 2024. She has held this role since 2022. At the beginning of 2024, the TMCC determined to increase Ms. Bush’s long-term incentive award to better align her with the external market In 2024, Ms. Bush: • Delivered significant segment revenue growth, increase in segment EBITDA, and improvement in segment EBITDA margin • Acquired wholly owned cooling technology company, Engendren, to enable a competitive advantage in our product offerings in the rapidly growing Data Center segment • Significantly improved safety performance of the business • Launched first hybrid and dual fuel mining solutions into the Ultra Class truck market • Launched 4 new Power Generator sets in the award-winning Centum Force™ series – Power Dense Power Generators aimed at the Data Center market • Personally led critical leadership development programs for our global employees across multiple regions, businesses and functions. • Executed critical capacity expansion planning and utilization efforts to enable growth in large engine and Data Center markets Ms. Bush’s target compensation compared to her realized compensation for 2024 is shown in the table below:

  90. Compensation Decisions Pertaining to our Named Executive Officers

    | Pay Component | Target | Performance Factor | Realized | Comments | | Salary for 2024 | $650,000 | Not Applicable | $650,000 | — | | Annual Bonus for 2024 | $585,000 | 170% | $994,500 | $585,000 x 170% | | Performance Cash for 2022-2024 cycle | $300,000 | 150% | $450,000 | $300,000 x 150% | | Performance Shares for 2022-2024 cycle | 3,070 | 150% | 4,605 Performance shares earned for 2022-2024 cycle, valued at $1,605,303 | Value reflected $348.60 stock price on December 31, 2024; 3,070 shares x 150% x $348.60 stock price |

  91. 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. |

  92. 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. |

  93. 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:

  94. 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 |

  95. 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.

  96. POLICIES AND PRACTICES RELATING TO THE TIMING OF EQUITY AWARDS

    POLICIES AND PRACTICES RELATING TO THE TIMING OF EQUITY AWARDS We generally grant annual equity-based awards during the first half of our fiscal year, although such timing may change from year to year. The TMCC also may consider and approve interim or mid-year grants, or grants made on another basis, from time to time based on business needs, changing compensation practices or other factors, in the discretion of the TMCC. The TMCC does not take into account material nonpublic information in determining the timing and terms of equity-based awards, and we have not timed the disclosure of material nonpublic information for the purpose of affecting the value of executive compensation

  97. 2024 Summary Compensation Table and Supplemental Tables

    2024 Summary Compensation Table and Supplemental Tables

  98. 2024 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 | 2024 | $1,500,000 | $0 | $10,607,720 | $0 | $7,837,500 | $1,818,569 | $93,320 | $21,857,109 | | | 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 | | M. A. Smith, Vice President and Chief Financial Officer | 2024 | $862,750 | $0 | $4,164,137 | $0 | $2,479,175 | $1,500,437 | $34,057 | $9,040,556 | | | 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 | | S. Padmanabhan Executive Vice President and President – Operations(8) | 2024 | $820,000 | $0 | $4,834,305 | $0 | $2,069,000 | $580,362 | $53,390 | $8,357,057 | | A.R. Davis, Vice President and President – Accelera and Components(8) | 2024 | $725,000 | $0 | $4,210,827 | $0 | $1,690,000 | $1,291,704 | $50,742 | $7,968,273 | | J. M. Bush Vice President and President – Power Systems(8) | 2024 | $650,000 | $0 | $3,410,366 | $0 | $1,444,500 | $702,207 | $28,983 | $6,236,056 |

  99. 2024 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. (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. For performance shares, the fair value is 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 2024. 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 2024 awards at the grant date assuming the highest level of performance conditions are attained are as follows: J.W. Rumsey – $16,024,320; M.A. Smith – $6,327,552; S. Padmanabhan – $3,796,531; A.R. Davis – $3,544,525; J.M. Bush – $2,700,851. For performance-based restricted stock units, the fair value is based on our stock price on the date of grant, which is the date on which the performance outcomes for 2024 were determined, as follows: S. Padmanabhan – $1,871,982; A.R. Davis – $1,497,586; J.M. Bush – $1,497,586. For matching grants of restricted stock units under our Deposit Share Program, the fair value is based on our stock price on the date of grant, as follows: J.W. Rumsey – $2,595,560; M.A. Smith – $1,000,361; S. Padmanabhan – $1,064,058; A.R. Davis – $940,979; J.M. Bush – $562,354. (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 2024. (5) The amounts shown in this column for 2024 consist of (i) payments made in March 2025 under the Annual Bonus Plan for 2024 performance and (ii) payments for the performance cash component of our long term incentive compensation program, which were paid in March 2025 based on our 2022-2024 performance. The payments for each Named Executive Officer from these sources were:

  100. 2024 Summary Compensation Table and Supplemental Tables

    | | J. W. Rumsey | M. A. Smith | S. Padmanabhan | A.R. Davis | J.M. Bush | | Annual Bonus Plan | $4,462,500 | $1,466,675 | $1,394,000 | $1,015,000 | $994,500 | | Performance Cash | $3,375,000 | $1,012,500 | $675,000 | $675,000 | $450,000 | | TOTAL | $7,837,500 | $2,479,175 | $2,069,000 | $1,690,000 | $1,444,500 |

  101. 2024 Summary Compensation Table and Supplemental Tables

    (6) The 2024 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:

  102. 2024 Summary Compensation Table and Supplemental Tables

    | | J.W. Rumsey | M. A. Smith | S. Padmanabhan | A.R. Davis | J.M. Bush | | Cummins Inc. Pension Plan A (Qualified) | $23,690 | $38,356 | $57,022 | $31,815 | $20,786 | | Cummins Excess Benefit Plan (Non-qualified) | $197,661 | $130,820 | $127,808 | $67,608 | $61,738 | | Supplemental Life Insurance and Deferred Income Program (Non-qualified) | $1,597,218 | $1,331,261 | $393,656 | $918,050 | $619,683 | | Sub-total | $1,818,569 | $1,500,437 | $578,486 | $1,017,473 | $702,207 | | Above-market earnings on non-qualified deferred compensation: | $0 | $0 | $1,876 | $274,231 | $0 | | TOTAL | $1,818,569 | $1,500,437 | $580,362 | $1,291,704 | $702,207 |

  103. 2024 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 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.

  104. 2024 Summary Compensation Table and Supplemental Tables

    | EXECUTIVE COMPENSATION | CUMMINS 2025 PROXY | 53 |

  105. 2024 Summary Compensation Table and Supplemental Tables

    This column consists of the following for 2024:

  106. 2024 Summary Compensation Table and Supplemental Tables

    | | J.W. Rumsey | M. A. Smith | S. Padmanabhan | A.R. Davis | J.M. Bush | | Financial Counseling | $13,745 | $13,745 | $13,745 | $13,745 | $13,745 | | Personal use of Company Aircraft | $61,672 | $0 | $17,918 | $20,002 | $0 | | Life Insurance Costs | $5,328 | $7,737 | $9,152 | $4,420 | $2,663 | | Relocation | $0 | $0 | $0 | $0 | $0 | | Company Contributions under the Retirement and Savings Plan | $12,575 | $12,575 | $12,575 | $12,575 | $12,575 | | TOTAL | $93,320 | $34,057 | $53,390 | $50,742 | $28,983 |

  107. 2024 Summary Compensation Table and Supplemental Tables

    Personal use of Company Aircraft was calculated using an average indicated hourly cost of $4,167, 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. Mr. Padmanabhan, Ms. Davis and Ms. Bush were not named executive officers in 2023 or 2022 so, in accordance with the SEC’s disclosure requirements, only one year of compensation information is provided.

  108. 2024 Summary Compensation Table and Supplemental Tables

    | 54 | CUMMINS 2025 PROXY | EXECUTIVE COMPENSATION |

  109. 2024 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.

  110. Grants of Plan-Based Awards in 2024

    Grants of Plan-Based Awards in 2024

  111. Grants of Plan-Based Awards in 2024

    | | | | | | | | | | 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 | | | | | | | | | | 4/3/24 | 2/12/24(3) | | | | 2,925 | 29,250 | 58,500 | | | | $8,012,160 | | | 5/31/24 | 2/12/24(5) | | | | | | | 10,228 | | | $2,595,560 | | M. A. Smith | N/A | N/A(1) | $86,275 | $862,750 | $1,725,500 | | | | | | | | | | N/A | N/A(2) | $112,500 | $1,125,000 | $2,250,000 | | | | | | | | | | 4/3/24 | 2/12/24(3) | | | | 1,155 | 11,550 | 23,100 | | | | $3,163,776 | | | 5/31/24 | 2/12/24(5) | | | | | | | 3,942 | | | $1,000,361 | | S. Padmanabhan | N/A | N/A(1) | $82,000 | $820,000 | $1,640,000 | | | | | | | | | | N/A | N/A(2) | $67,500 | $675,000 | $1,350,000 | | | | | | | | | | 4/3/24 | 2/12/24(3) | | | | 693 | 6,930 | 13,860 | | | | $1,898,266 | | | 5/31/24 | 2/12/24(5) | | | | | | | 4,193 | | | $1,064,058 | | | 12/19/24 | 12/19/24(6) | | | | | | | 5,370 | | | $1,871,982 | | A.R. Davis | N/A | N/A(1) | $72,500 | $725,000 | $1,450,000 | | | | | | | | | | N/A | N/A(2) | $63,000 | $630,000 | $1,260,000 | | | | | | | | | | 4/3/24 | 2/12/24(3) | | | | 647 | 6,470 | 12,940 | | | | $1,772,262 | | | 5/31/24 | 2/12/24(5) | | | | | | | 3,708 | | | $940,979 | | | 12/19/24 | 12/19/24(6) | | | | | | | 4,296 | | | $1,497,586 | | J.M. Bush | N/A | N/A(1) | $58,500 | $585,000 | $1,170,000 | | | | | | | | | | N/A | N/A(2) | $48,000 | $480,000 | $960,000 | | | | | | | | | | 4/3/24 | 2/12/24(3) | | | | 493 | 4,930 | 9,860 | | | | $1,350,426 | | | 5/31/24 | 2/12/24(5) | | | | | | | 2,216 | | | $562,354 | | | 12/19/24 | 12/19/24(6) | | | | | | | 4,296 | | | $1,497,586 |

  112. Grants of Plan-Based Awards in 2024

    (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 0.0 to 2.0, in increments of 0.1. (2) In 2024, 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 2024-2026 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 2024-2026 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 2027. (3) In 2024, 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 2024-2026, 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 2024-2026 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. (4) The April 3, 2024 grant date fair value for performance shares, based upon probable outcome of the performance conditions to which they are subject, is $273.92/ 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). (5) In 2024, we granted matching restricted stock units under our Deposit Share Program, as described under the heading “Special Equity Awards and Deposit Share Program.” In 2024, we granted performance-based restricted stock units under our 2012 Omnibus Incentive Plan, as described under the heading “Special Equity Awards and Deposit Share Program.”

  113. Grants of Plan-Based Awards in 2024

    | EXECUTIVE COMPENSATION | CUMMINS 2025 PROXY | 55 |

  114. Grants of Plan-Based Awards in 2024

    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, 2024, and amounts realized on equity compensation during the last year as a result of the vesting or exercise of equity awards.

  115. Outstanding Equity Awards at 2024 Year-End

    Outstanding Equity Awards at 2024 Year-End

  116. Outstanding Equity Awards at 2024 Year-End

    | Name | Number of Securities Underlying Unexercised Options (#) Exercisable | Number of Securities Underlying Unexercised Options (#) Unexercisable | Option Exercise Price ($) | Option Expiration Date | Number of Shares or Units of Stock That Have Not Vested (12) | Market Value of Shares or Units of Stock That Have Not Vested ($)(4) | 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 | 10,228 | $3,565,481 | 114,420 | $39,886,812 | | | 1,235(9) | | $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 | | | | | | | 4,570(7) | | $109.09 | 4/4/2026 | | | | | | M. A. Smith | 21,310(1) | | $142.12 | 4/6/2030 | 3,942 | $1,374,181 | 40,760 | $14,208,936 | | | 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(8) | | $114.13 | 6/1/2026 | | | | | | S. Padmanabhan | 15,990(1) | | $142.12 | 4/6/2030 | 11,032 | $3,845,755 | 23,280 | $8,115,408 | | | 13,570(2) | | $163.43 | 4/4/2029 | | | | | | A.R. Davis | 800(10) | | $170.95 | 7/1/2030 | 12,228 | $4,262,681 | 22,360 | $7,794,696 | | | 2,130(1) | | $142.12 | 4/6/2030 | | | | | | | 2,160(2) | | $163.43 | 4/4/2029 | | | | | | | 1,300(5) | | $160.10 | 4/3/2028 | | | | | | | 685(6) | | $149.72 | 4/3/2027 | | | | | | J.M. Bush | 3,200(1) | | $142.12 | 4/6/2030 | 6,512 | $2,270,083 | 16,920 | $5,898,312 | | | 1,070(2) | | $163.43 | 4/4/2029 | | | | |

  117. Outstanding Equity Awards at 2024 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 2023 and April 2024 to be earned in a multiple ranging from zero to two times the target awards, based on our performance during 2023-2025 and 2024-2026, respectively. The performance shares earned from the April 2023 grants will be awarded in March 2026, and the performance shares earned from the April 2024 grants will be awarded in March 2027. Performance for the 2023-2025 period in the aggregate, as well as for 2024 alone were above target; therefore, the maximum amounts are shown for the April 2023 and April 2024 grants. (4) The price per share used to calculate the market value was $348.60 the unadjusted closing price of our Common Stock on the NYSE on December 31, 2024, 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. 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.

  118. Outstanding Equity Awards at 2024 Year-End

    | 56 | CUMMINS 2025 PROXY | EXECUTIVE COMPENSATION |

  119. Outstanding Equity Awards at 2024 Year-End

    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. (10) These stock options were granted on July 1, 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. (11) The price per share used to calculate the market value was $348.60 the unadjusted closing price of our Common Stock on the NYSE on December 31, 2024, the last trading day of the year. The restricted share units shown in this column consist of (i) Performance based Restricted Stock Units (PRSUs) that were granted on December 19, 2024 to be earned in a multiple ranging from zero to one time the target awards, based on performance during 2024. The PRSUs will vest on the one year anniversary of the grant date. (ii) Matching Restricted Share Units (RSUs) that were granted as part of the Deposit Share Program on May 31, 2024. These RSUs will vest on the fourth anniversary of the grant date. (iii) Restricted Stock Units that were granted on April 3, 2023 as part of the Accelera 2023-2025 LTI program. These RSUs will vest on the third anniversary of the grant date.

  120. Outstanding Equity Awards at 2024 Year-End

    | EXECUTIVE COMPENSATION | CUMMINS 2025 PROXY | 57 |

  121. Outstanding Equity Awards at 2024 Year-End

    The outstanding awards of performance shares as of December 31, 2024, for the 2023-2025 and 2024-2026 award cycles, shown at target, were as follows:

  122. Outstanding Equity Awards at 2024 Year-End

    | Name | Grant Year | Number of Units of Performance Shares | | J.W. Rumsey | 2024 | 58,500 | | | 2023 | 55,920 | | M. A. Smith | 2024 | 23,100 | | | 2023 | 17,660 | | S. Padmanabhan | 2024 | 13,860 | | | 2023 | 9,420 | | A.R. Davis | 2024 | 12,940 | | | 2023 | 9,420 | | J.M. Bush | 2024 | 9,860 | | | 2023 | 7,060 |

  123. Option Exercises and Stock Vested in 2024

    Option Exercises and Stock Vested in 2024

  124. Option Exercises and Stock Vested in 2024

    | 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 | 12,510 | $2,028,593 | 10,785 | $2,914,754 | | M. A. Smith | 7,220 | $1,043,652 | 9,390 | $2,537,741 | | S. Padmanabhan | 22,070 | $3,850,120 | 8,505 | $2,298,561 | | A.R. Davis | 1,980 | $325,556 | 4,544 | $1,228,061 | | J.M. Bush | 5,200 | $633,170 | 1,410 | $381,067 |

  125. Option Exercises and Stock Vested in 2024

    (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 2021 to be earned in a multiple ranging from zero to two times the target award, based on our performance during 2021-2023. Srikanth Padmanabhan and Amy Davis also received a grant of restricted stock shares on March 1, 2021. The second tranche of this grant vested on March 1, 2024. The number of shares disclosed represents the gross number of shares acquired upon vesting without taking into account any shares that were withheld to cover applicable tax obligations. The values realized on vesting for the performance and restricted stock shares were calculated using the unadjusted closing price of our Common Stock on March 1, 2024 ($270.26).

  126. Option Exercises and Stock Vested in 2024

    | 58 | CUMMINS 2025 PROXY | EXECUTIVE COMPENSATION |

  127. Pension Benefits for 2024

    Pension Benefits for 2024

  128. Pension Benefits for 2024

    | 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) | 24 | $409,948 | $0 | | | Excess Benefit Retirement Plan (Non-qualified) | 24 | $708,176 | $0 | | | Supplemental Life Insurance and Deferred Income Plan (Non-qualified) | 24 | $6,770,951 | $0 | | M. A. Smith | Cummins Pension Plan (Qualified) | 29 | $450,298 | $0 | | | Excess Benefit Retirement Plan (Non-qualified) | 29 | $554,588 | $0 | | | Supplemental Life Insurance and Deferred Income Plan (Non-qualified) | 29 | $7,793,000 | $0 | | S. Padmanabhan | Cummins Pension Plan (Qualified) | 33 | $693,000 | $0 | | | Excess Benefit Retirement Plan (Non-qualified) | 33 | $631,000 | $0 | | | Supplemental Life Insurance and Deferred Income Plan (Non-qualified) | 33 | $8,141,004 | $0 | | A.R. Davis | Cummins Pension Plan (Qualified) | 30 | $353,464 | $0 | | | Excess Benefit Retirement Plan (Non-qualified) | 30 | $194,550 | $0 | | | Supplemental Life Insurance and Deferred Income Plan (Non-qualified) | 30 | $4,053,574 | $0 | | J.M. Bush | Cummins Pension Plan (Qualified) | 28 | $212,478 | $0 | | | Excess Benefit Retirement Plan (Non-qualified) | 28 | $178,444 | $0 | | | Supplemental Life Insurance and Deferred Income Plan (Non-qualified) | 28 | $2,061,754 | $0 |

  129. SUPPLEMENTAL LIFE INSURANCE AND DEFERRED INCOME PLAN (SERP)

    SUPPLEMENTAL LIFE INSURANCE AND DEFERRED INCOME PLAN (SERP) The Supplemental Life Insurance and Deferred Income Plan provides a SERP benefit to our officers who participate in the Cummins Pension Plan. The SERP benefit is based on a percentage of the highest 60 consecutive months of total compensation during the final 120 months of the participant’s career. Total Compensation for calculation of five-year average pay is defined as base salary and annual bonus payments. The SERP benefit percentage is calculated as 2% of the participant’s five-year average pay for each of the first 20 years of service plus 1% of the participant’s five-year average pay for each of the next 10 years of service. The maximum is a 50% benefit after 30 years of service. The retirement benefit under the SERP is offset by the highest combined annuity available from the Cummins Pension Plan and the Excess Benefit Retirement Plan, thus topping up the benefits available from those plans to total the target retirement benefit. Officers who were participants in the plan prior to 2006 whose service and age total 80 (minimum age 55 and 20 years of service), or have at least 30 years of service, regardless of age, would qualify for immediate unreduced commencement of life annuity benefits. Otherwise, after retirement or termination of employment, unreduced benefits may be commenced at age 60. Retired or terminated vested employees who do not qualify for unreduced benefits under the age and service conditions described in the previous paragraph may commence benefits as early as age 55, and the life annuity benefit would be reduced by .333% for each month the participant’s age at commencement preceded 60.

  130. SUPPLEMENTAL LIFE INSURANCE AND DEFERRED INCOME PLAN (SERP)

    | EXECUTIVE COMPENSATION | CUMMINS 2025 PROXY | 59 |

  131. SUPPLEMENTAL LIFE INSURANCE AND DEFERRED INCOME PLAN (SERP)

    Vesting for the SERP benefit is 25% after five years of service, increasing in 15% annual increments, with 100% vesting after 10 years of service. The life annuity benefit is a 15-year certain payment, with a 50% benefit for surviving spouse or domestic partner. The SERP benefit accrued for service prior to 2005 may be elected as a lump sum payment. Benefits accrued after 2005 are subject to the provisions of Internal Revenue Code Section 409A, which preclude election of a lump sum distribution of such benefits at the time permitted for benefits accrued for service prior to 2005. The actuarial table used to calculate a lump sum payment under the SERP is the same as that used to make such calculations under the qualified Cummins Pension Plan, and the interest rate used is the rate used by the Pension Benefit Guaranty Corporation.

  132. 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. 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.

  133. NON-QUALIFIED DEFERRED COMPENSATION PLAN

    NON-QUALIFIED DEFERRED COMPENSATION PLAN Our Deferred Compensation Plan permits deferral of up to 85% 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.

  134. NON-QUALIFIED DEFERRED COMPENSATION PLAN

    | 60 | CUMMINS 2025 PROXY | EXECUTIVE COMPENSATION |

  135. NON-QUALIFIED DEFERRED COMPENSATION PLAN

    The investment options within our Deferred Compensation Plan had the following annual returns in 2024:

  136. NON-QUALIFIED DEFERRED COMPENSATION PLAN

    | Account Crediting Option | 2024 Annual Return | | Advisor Managed Portfolio – Conservative Allocation | 5.02% | | Advisor Managed Portfolio – Moderate Allocation | 7.35% | | Advisor Managed Portfolio – Moderate Growth Allocation | 9.88% | | Advisor Managed Portfolio – Growth Allocation | 11.56% | | Advisor Managed Portfolio – Aggressive Allocation | 13.14% | | Ten Year Treasury Note + 2% | 6.18% | | Ten Year Treasury Note + 4% | 8.18% | | Fidelity VIP Gov’t Money Market – Initial Class | 5.10% | | Fidelity VIP Bond Index-Initial Class | 1.21% | | Fidelity VIP Investment Grade Bond – Initial Class | 1.79% | | Barclays Capital U.S. Government/Credit Bond Index | 1.23% | | DFA VA U.S. Large Value | 13.38% | | Schwab S&P 500 Index | 24.95% | | Standard & Poor’s 500 Index | 23.31% | | American Funds IS Growth – Class 1 | 31.96% | | DFA VA U.S. Targeted Value | 8.14% | | Fidelity VIP Extended Market Index Init* | n/a | | Lord Abbett Series Developing Growth – Class VC | 22.18% | | DFA VA International Value | 6.62% | | Fidelity VIP International Index-Initial Class | 5.11% | | Vanguard VIF International | 9.01% |

  137. NON-QUALIFIED DEFERRED COMPENSATION PLAN

    * Calendar Qtr Ending Dec 2024 Rate is 0.86% 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.

  138. Non-Qualified Deferred Compensation in 2024

    Non-Qualified Deferred Compensation in 2024

  139. Non-Qualified Deferred Compensation in 2024

    | 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 | | M. A. Smith | $0 | $0 | $0 | $0 | $0 | | S. Padmanabhan | $0 | $0 | $15,882 | $0 | $272,916 | | A.R. Davis | $795,685 | $0 | $333,109 | $0 | $2,753,820 | | J.M. Bush | $0 | $0 | $0 | $0 | $0 |

  140. Non-Qualified Deferred Compensation in 2024

    (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; M. A. Smith $0; S. Padmanabhan $1,876; A.R. Davis $274,231; J.M. Bush $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; M. A. Smith $0; S. Padmanabhan $4,405; A.R. Davis $1,069,916; J.M. Bush $0

  141. Non-Qualified Deferred Compensation in 2024

    | EXECUTIVE COMPENSATION | CUMMINS 2025 PROXY | 61 |

  142. Potential Payments Upon Termination or Change in Control

    Potential Payments Upon Termination or Change in Control

  143. 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 2024, and that the price per share of our Common Stock is the closing price as of that date, $348.60.

  144. 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 2024 is set forth below. Ms. Rumsey’s compensation (as reported in the Summary Compensation Table) for 2024 was 328 times the similarly calculated compensation of our median employee. The compensation amounts used to calculate the ratio are as follows:

  145. PAY RATIO DISCLOSURE

    | 2024 Annual Total Compensation | | | J.W. Rumsey | $21,857,109 | | Median Employee | $66,598 |

  146. PAY RATIO DISCLOSURE

    To identify our median employee, we began by reviewing the 2024 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, 2024. 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.

  147. PAY RATIO DISCLOSURE

    | 68 | CUMMINS 2025 PROXY | EXECUTIVE COMPENSATION |

  148. 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.

  149. 2024 Pay Vs. Performance Table

    2024 Pay Vs. Performance Table

  150. 2024 Pay Vs. Performance Table

    | Year | Summary Compensation Table Total for CEO (Rumsey)(1) | Compensation Actually Paid to CEO (Rumsey)(1)(7) | Summary Compensation Table Total for Former CEO (Linebarger)(2) | Compensation Actually Paid to Former CEO (Linebarger)(2)(7) | Average Summary Compensation Table Total for Non-CEO NEOs(3) | Average Compensation Actually Paid to Non-CEO NEOs(3)(7) | Value of Initial Fixed $100 Investment Based On: | | Net Income ($MM)(5) | EBITDA ($MM)(6) | | | | | | | | | CMI TSR | Peer Group TSR(4) | | | | 2024 | $21,857,109 | $32,686,322 | N/A | N/A | $7,900,486 | $10,028,982 | $221.8 | $220.2 | $3,946 | $6,326 | | 2023 | $12,846,068 | $12,821,542 | N/A | N/A | $4,698,631 | $4,035,580 | $148.9 | $187.7 | $735 | $3,017 | | 2022 | $7,133,411 | $8,912,042 | $11,521,051 | $6,424,086 | $3,223,819 | $4,301,797 | $146.4 | $156.7 | $2,151 | $3,799 | | 2021 | N/A | N/A | $15,645,919 | $17,265,880 | $5,560,018 | $4,868,941 | $128.3 | $147.4 | $2,131 | $3,251 | | 2020 | N/A | N/A | $17,291,581 | $27,870,614 | $4,213,127 | $4,975,391 | $130.5 | $125.0 | $1,789 | $3,108 |

  151. 2024 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: – 2024: J. Bush, A. Davis, S. Padmanabhan, and M.A. Smith – 2023: S. Barner, M. Boakye, T. Linebarger, T. Satterwaite, and M.A. Smith – 2022: S. Barner, T. Embree, LL. Satterwaite, and M.A. Smith – 2021: J.W. Rumsey, S. Padmanabhan, LL. Satterwaite, and M.A. Smith – 2020: M.M. Rose, S. Padmanabhan, LL. Satterwaite, and M.A. Smith (4) The Peer Group TSR shown in the table above is based on our Custom Peer Group as shown in our CD&A. TSR for this Group is weighted as of year-end 2019 by market capitalization and is calculated using a base date of December 31, 2019. In 2024, we re-evaluated our peer group that the Board benchmarks against and chose to remove companies that we no longer believe participate in similar end-markets or are strongly aligned with our businesses. We removed W.W. Grainger since they are primarily U.S. focused and Fortive Corporation due to a spin-off transaction that shrank the size of their business. The indexed TSR value for 2024 under our prior 2023 Custom Peer Group would have been $219.3. (5) Net Income reflects GAAP net income, as disclosed in our financial statements. (6) EBITDA is a non-GAAP measure defined as cumulative earnings before interest expense, income taxes, noncontrolling interests, depreciation and amortization. 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:

  152. 2024 Pay Vs. Performance Table

    | EXECUTIVE COMPENSATION | CUMMINS 2025 PROXY | 69 |

  153. 2024 Adjustments Made to Calculate CAP

    | | | | Pension Benefits | | | Equity Awards | | | | | | Executives | SCT Total Pay | Deduct SCT Change In Pension Value | Add Actuarial Pension Service Cost | Deduct SCT Stock & Option Awards | Add Year- End Value of Unvested Equity Granted in Year | Add Change in Value of Unvested Awards Granted in Prior Years | Add Change in Value of Vested Equity Granted in Prior Years | Deduct Value of Awards Not Meeting Vesting Conditions | Add Dividends Paid on Unvested Equity | CAP Total | | CEO (Rumsey) | $21,857,109 | $(1,818,569) | $275,880 | $(10,607,720) | $13,075,542 | $9,904,080 | $0 | $0 | $0 | $32,686,322 | | Non-CEO NEOs (avg) | $7,900,486 | $(949,651) | $154,990 | $(4,154,909) | $4,845,956 | $2,180,451 | $51,659 | $0 | $0 | $10,028,982 |

  154. 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. In 2024, CAP to our CEO and NEOs increased in conjunction with TSR performance and increases in Net Income and EBITDA. 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 five 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. 2022 CEO CAP in the above bar charts reflects the combined compensation for our former CEO, N. Thomas Linebarger, who served as CEO until August 1, 2022, and our current CEO, Jennifer W. Rumsey who became CEO on that date.

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

    | 70 | CUMMINS 2025 PROXY | EXECUTIVE COMPENSATION |

  156. 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, including in 2024 when Cummins’ TSR exceeded that of our peer group.

  157. Tabular List of Performance Measures

    | DIRECTOR COMPENSATION | CUMMINS 2025 PROXY | 71 |

  158. Annual Compensation

    | 72 | CUMMINS 2025 PROXY | DIRECTOR COMPENSATION |

  159. 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 | $174,808 | $30,156 | $0 | $344,964 | | B. V. Di Leo Allen | $140,000 | $174,808 | $0 | $0 | $314,808 | | C.A. Harris(5) | $155,000 | $174,808 | $12,131 | $1,000 | $342,939 | | T. J. Lynch(5) | $190,000 | $174,808 | $0 | $0 | $364,808 | | W. I. Miller(7) | $165,000 | $174,808 | $78,183 | $0 | $417,991 | | K.A. Nelson(5) | $140,000 | $174,808 | $0 | $50,000 | $364,808 | | K. H. Quintos | $155,000 | $174,808 | $12,186 | $0 | $341,994 | | G.L. Belske(5) | $165,000 | $174,808 | $0 | $10,000 | $349,808 | | D.W. Fisher(5) | $140,000 | $174,808 | $1,124 | $0 | $315,932 | | J.H. Stone(6) | $186,667 | $232,958 | $0 | $0 | $419,625 |

  160. Annual Compensation

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

  161. 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 | | 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 | Talent Management and Compensation | $25,000 | $165,000 | | K.A. Nelson | $140,000 | $0 | | $0 | $140,000 | | K.H. Quintos | $140,000 | $0 | Safety, Environment and Technology | $15,000 | $155,000 | | G.L. Belske | $140,000 | $0 | Audit | $25,000 | $165,000 | | D. W. Fisher | $140,000 | $0 | | $0 | $140,000 | | J. H. Stone | $186,667 | $0 | | $0 | $186,667 |

  162. Annual Compensation

    (2) The stock awards column represents the aggregate grant date fair value of the awards, which is $289.4175/share for all Directors and $240.2900/share for the prorated share compensation for J. Stone who joined the Board in February 2024. 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 2024 are included in the Note 18 to Consolidated Financial Statements in our 2024 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 604 shares of stock. The shares were granted using a value of $289.4175, the preceding 20 day average of closing prices of our Common Stock on the NYSE on the grant date of May 14, 2024. J. Stone was awarded 242 shares of stock prorated for his service from Feb 2024 – April 2024. The shares were granted using a value of $240.29, the preceding 20 day average of closing prices of our Common Stock on the NYSE on the grant date of February 12, 2024. (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) G.L. Belske, R. J. Bernhard, C.A. Harris, T.J. Lynch, and K.A.Nelson and elected to defer 100% of the 2024 Stock Award. D.W. Fisher elected to defer 50% of the 2024 Stock Award. The value of these Stock Awards is included in this table. R. J. Bernhard elected to defer 100% and C.A. Harris elected to defer 50% of their fees paid in cash in 2024. (6) J. H. Stone joined our Board on February 12, 2024, and received a prorated cash retainer for February, March and April 2024, in addition to the regular annual cash retainer for the 2024-2025 service year. 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 2024. Directors do not receive any direct financial benefit from the program since all charitable deductions accrue to us.

  163. Annual Compensation

    | ADVISORY VOTE ON THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS | CUMMINS 2025 PROXY | 73 |

  164. Annual Compensation

    ADVISORY VOTE ON THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS